10-12B/A

As filed with the U.S. Securities and Exchange Commission on August 1, 2018

File No. 001-38494

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934

Arcosa, Inc.
(Exact name of registrant as specified in its charter)

Delaware	82-5339416
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2525 N. Stemmons Freeway
Dallas, Texas 75207-2401
(Address of principal executive offices)

Registrant’s telephone number, including area code:
214-631-4420

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

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Common Stock, par value $0.01 per share

Securities to be registered pursuant to Section 12(g) of the Exchange Act: None

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	☒	Smaller reporting company	o
Emerging growth company	o

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.

ARCOSA, INC.

INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF
FORM 10

Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

Item 1. Business.

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Forward-Looking Statements,” “The Separation and Distribution,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Transactions,” and “Where You Can Find More Information”. Those sections are incorporated herein by reference.

Item 1A. Risk Factors.

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” and “Forward-Looking Statements”. Those sections are incorporated herein by reference.

Item 2. Financial Information.

The information required by this item is contained under the sections of the information statement entitled “Selected Historical Combined Financial Data,” “Capitalization,” “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Risk Factors”. Those sections are incorporated herein by reference.

Item 3. Properties.

The information required by this item is contained under the section of the information statement entitled “Business—Properties”. That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management”. That section is incorporated herein by reference.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the section of the information statement entitled “Management”. That section is incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained under the sections of the information statement entitled “Compensation Discussion and Analysis”, “Executive Compensation” and “Director Compensation”. Those sections are incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions.

The information required by this item is contained under the sections of the information statement entitled “Management” and “Certain Relationships and Related Transactions”. Those sections are incorporated herein by reference.

ii

Item 8. Legal Proceedings.

The information required by this item is contained under the sections of the information statement entitled “Business—Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Those sections are incorporated herein by reference.

Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections of the information statement entitled “The Separation and Distribution,” “Dividend Policy,” “Capitalization,” and “Description of Capital Stock”. Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock—Sale of Unregistered Securities”. That section is incorporated herein by reference.

Item 11. Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the sections of the information statement entitled “The Separation and Distribution,” “Dividend Policy” and “Description of Capital Stock”. Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock—Limitations on Liability, Indemnification of Officers and Directors and Insurance”. That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the section of the information statement entitled “Index to Combined Financial Statements” (and the financial statements and related notes referenced therein). That section is incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained under the section of the information statement entitled “Index to Combined Financial Statements” (and the financial statements and related notes referenced therein). That section is incorporated herein by reference.

iii

(b) Exhibits

See below.

The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Description
2.1	Form of Separation and Distribution Agreement by and between Trinity Industries, Inc. and Arcosa, Inc.**
3.1	Form of Restated Certificate of Incorporation of Arcosa, Inc.**
3.2	Form of Amended and Restated Bylaws of Arcosa, Inc.**
10.1	Form of Transition Services Agreement by and between Trinity Industries, Inc. and Arcosa, Inc.**
10.2	Form of Tax Matters Agreement by and between Trinity Industries, Inc. and Arcosa, Inc.**
10.3	Form of Employee Matters Agreement by and between Trinity Industries, Inc. and Arcosa, Inc.**
10.4	Form of Intellectual Property Matters Agreement by and between Trinity Industries, Inc. and Arcosa, Inc.**
21.1	Subsidiaries of Arcosa, Inc.*
99.1	Information Statement of Arcosa, Inc., preliminary and subject to completion, dated August 1, 2018.**

* To be filed by amendment.

** Filed herewith.

iv

Exhibit Index

Exhibit Number	Exhibit Description
2.1	Form of Separation and Distribution Agreement by and between Trinity Industries, Inc. and Arcosa, Inc.**
3.1	Form of Restated Certificate of Incorporation of Arcosa, Inc.**
3.2	Form of Amended and Restated Bylaws of Arcosa, Inc.**
10.1	Form of Transition Services Agreement by and between Trinity Industries, Inc. and Arcosa, Inc.**
10.2	Form of Tax Matters Agreement by and between Trinity Industries, Inc. and Arcosa, Inc.**
10.3	Form of Employee Matters Agreement by and between Trinity Industries, Inc. and Arcosa, Inc.**
10.4	Form of Intellectual Property Matters Agreement by and between Trinity Industries, Inc. and Arcosa, Inc.**
21.1	Subsidiaries of Arcosa, Inc.*
99.1	Information Statement of Arcosa, Inc., preliminary and subject to completion, dated August 1, 2018.**

* To be filed by amendment.

** Filed herewith.

v

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Arcosa, Inc.
By:	/s/ Antonio Carrillo
Name: Antonio Carrillo
Title: President and Chief Executive Officer

Date: August 1, 2018

vi

EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT
   
by and between
   
TRINITY INDUSTRIES, INC.
   
and
   
ARCOSA, INC.
   
Dated as of [•], 2018
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

TABLE OF CONTENTS

ARTICLE I DEFINITIONS
Section 1.1	Definitions	1
Section 1.2	References; Interpretation	13
Section 1.3	Effective Time	13
Section 1.4	Other Matters	14
ARTICLE II THE SEPARATION
Section 2.1	General	14
Section 2.2	The Separation	14
Section 2.3	Settlement of Intergroup Indebtedness	15
Section 2.4	Bank Accounts; Cash Balances	15
Section 2.5	Limitation of Liability; Termination of Agreements	16
Section 2.6	Delayed Transfer of Assets or Liabilities	16
Section 2.7	Transfer Documents	18
Section 2.8	Shared Contracts	18
Section 2.9	Further Assurances	19
Section 2.10	Novation of Liabilities; Consents	19
Section 2.11	Guarantees and Letters of Credit	20
Section 2.12	DISCLAIMER OF REPRESENTATIONS AND WARRANTIES	21
ARTICLE III CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION
Section 3.1	Separation	22
Section 3.2	Certificate of Incorporation; Bylaws	22
Section 3.3	Directors	22
Section 3.4	Resignations	22
Section 3.5	Ancillary Agreements	22
Section 3.6	Arcosa Financing Arrangements	22
ARTICLE IV THE DISTRIBUTION
Section 4.1	The Distribution	23
Section 4.2	Fractional Shares	23
Section 4.3	Actions in Connection with Distribution	23
Section 4.4	Sole Discretion of Trinity	24
Section 4.5	Conditions	24
ARTICLE V COVENANTS
Section 5.1	Legal Names and Other Parties’ Trademark	25
Section 5.2	Auditors and Audits; Annual and Quarterly Financial Statements and Accounting	26
Section 5.3	No Restrictions on Corporate Opportunities	27
Section 5.4	Certain Non-Competition Provisions.	28

i

ARTICLE VI SURVIVAL AND INDEMNIFICATION; MUTUAL RELEASES
Section 6.1	Release of Pre-Distribution Claims	29
Section 6.2	Indemnification by Trinity	30
Section 6.3	Indemnification by Arcosa	31
Section 6.4	Procedures for Indemnification; Third Party Claims	31
Section 6.5	Indemnification Payments	32
Section 6.6	Survival of Indemnities	32
Section 6.7	Indemnification Obligations Net of Insurance Proceeds and Other Amounts; Contribution	33
Section 6.8	Direct Claims	33
Section 6.9	Remedies Cumulative	34
Section 6.10	Consequential Damages	34
Section 6.11	Ancillary Agreements	34
ARTICLE VII CONFIDENTIALITY; ACCESS TO INFORMATION
Section 7.1	Provision of Corporate Records	34
Section 7.2	Access to Information	35
Section 7.3	Witness Services	35
Section 7.4	Cooperation	35
Section 7.5	Confidentiality	35
Section 7.6	Privileged Matters	37
Section 7.7	Ownership of Information	38
Section 7.8	Other Agreements	38
Section 7.9	Compensation for Providing Information	38
ARTICLE VIII DISPUTE RESOLUTION
Section 8.1	Negotiation	38
Section 8.2	Mediation	39
Section 8.3	Arbitration	39
Section 8.4	Selection of Arbitrators	40
Section 8.5	Arbitration Procedures	40
Section 8.6	Discovery	40
Section 8.7	Confidentiality of Proceedings	40
Section 8.8	Pre-Hearing Procedure and Disposition	40
Section 8.9	Continuity of Service and Performance	41
Section 8.10	Awards	41
Section 8.11	Costs	41
Section 8.12	Adherence to Time Limits	41

ii

ARTICLE IX INSURANCE
Section 9.1	General Liability Policies to be Maintained by Arcosa	41
Section 9.2	General Liability Policies to be Maintained by Trinity	42
Section 9.3	Policies and Allocation of Related Rights and Obligations	42
Section 9.4	First-Party Policies	42
Section 9.5	Claims-Made Liability Policies	42
Section 9.6	Crime/Fidelity Bonds	43
Section 9.7	Occurrence Liability Policies	43
Section 9.8	Third Party Shared Policies	43
Section 9.9	Administration of Claims; Other Matters	43
Section 9.10	Agreement for Waiver of Conflict and Shared Defense	45
Section 9.11	Cooperation	45
Section 9.12	Miscellaneous	45
ARTICLE X MISCELLANEOUS
Section 10.1	Complete Agreement	45
Section 10.2	Ancillary Agreements	46
Section 10.3	Counterparts	46
Section 10.4	Survival of Agreements	46
Section 10.5	Costs and Expenses; Payment	46
Section 10.6	Notices	46
Section 10.7	Waiver	47
Section 10.8	Modification or Amendment	47
Section 10.9	No Assignment; Binding Effect	47
Section 10.10	Termination	47
Section 10.11	Payment Terms	47
Section 10.12	No Circumvention	47
Section 10.13	Subsidiaries	47
Section 10.14	Third Party Beneficiaries	48
Section 10.15	Titles and Headings	48
Section 10.16	Exhibits and Schedules	48
Section 10.17	Public Announcements	48
Section 10.18	Governing Law	48
Section 10.19	Consent to Jurisdiction	48
Section 10.20	Specific Performance	49
Section 10.21	Waiver of Jury Trial	49
Section 10.22	Severability	49
Section 10.23	Construction	49
Section 10.24	Authorization	49
Section 10.25	No Duplication; No Double Recovery	49
Section 10.26	Tax Treatment of Payments	49
Section 10.27	Cooperation and General Knowledge Transfer	50
Section 10.28	No Reliance on Other Party	50

iii

SCHEDULES

Schedule 1.1(7)	Other Ancillary Agreements
Schedule 1.1(10)(v)	Specified Arcosa Assets
Schedule 1.1(14)(iii)	Specified Arcosa Contracts
Schedule 1.1(16)	Arcosa Financing Arrangements
Schedule 1.1(22)(ii)(C)	Arcosa Environmental Liabilities
Schedule 1.1(22)(v)	Arcosa Proceedings
Schedule 1.1(22)(viii)	Specified Arcosa Liabilities
Schedule 1.1(34)	Continuing Arrangements
Schedule 1.1(109)(iv)	Specified Trinity Assets
Schedule 1.1(120)(ii)(C)	Trinity Environmental Liabilities
Schedule 1.1(120)(iv)(A)	Discontinued Operations
Schedule 1.1(120)(iv)(B)	Excluded Discontinued Operations Liabilities
Schedule 1.1(120)(vii)	Trinity Proceedings
Schedule 1.1(120)(ix)	Specified Trinity Liabilities
Schedule 2.2(a)	Trinity Transferred Entities
Schedule 2.2(b)	Arcosa Transferred Entities
Schedule 2.8(c)(i)	Shared Contracts to Separate
Schedule 2.8(c)(ii)	Shared Contracts to be Assigned
Schedule 2.11(a)	Guaranty Release – Arcosa Release
Schedule 2.11(b)	Guaranty Release – Trinity Release
Schedule 10.1	Ancillary Agreements Prevail Exceptions
Schedule 10.17	Public Announcements

EXHIBITS

Exhibit A	Form of Employee Matters Agreement
Exhibit B	Form of Tax Matters Agreement
Exhibit C	Form of Transition Services Agreement
Exhibit D	Form of Intellectual Property Matters Agreement

iv

SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of [•], 2018, by and between Trinity Industries, Inc., a Delaware corporation (“Trinity”), and Arcosa, Inc., a Delaware corporation and a wholly owned subsidiary of Trinity (“Arcosa”) (each a “Party” and together, the “Parties”).

RECITALS

WHEREAS, Trinity, acting through its direct and indirect Subsidiaries, currently conducts a number of businesses, including the Arcosa Business;

WHEREAS, the Board of Directors of Trinity (the “Trinity Board”) has determined that it is appropriate, desirable and in the best interests of Trinity and its stockholders to separate Trinity into two separate, independent, publicly-traded companies: (i) one comprising the Arcosa Business, which shall be owned and conducted directly or indirectly by Arcosa, all of the common stock of which is intended to be distributed to Trinity stockholders, and (ii) one comprising the Trinity Business, which shall continue to be owned and conducted, directly or indirectly, by Trinity;

WHEREAS, in furtherance of the foregoing, the Trinity Board has determined that it is appropriate, desirable and in the best interests of Trinity and its stockholders: (i) for Trinity and its Subsidiaries to enter into a series of transactions whereby Trinity and its Subsidiaries will be reorganized such that (A) Trinity and/or one or more other members of the Trinity Group will own all of the Trinity Assets and assume (or retain) all of the Trinity Liabilities, and (B) Arcosa and/or one or more other members of the Arcosa Group will own all of the Arcosa Assets and assume (or retain) all of the Arcosa Liabilities (the transactions referred to in clauses (A) and (B) being referred to herein as the “Separation”); and (ii) thereafter, on the Distribution Date, for Trinity to distribute to the holders of issued and outstanding shares of common stock of Trinity (the “Trinity Common Stock”) as of the Record Date on a pro rata basis all of the issued and outstanding shares of common stock of Arcosa (the “Arcosa Common Stock”) (such transactions described in this clause (ii), as may be amended or modified from time to time in accordance with the terms and subject to the conditions of this Agreement, the “Distribution”);

WHEREAS, Arcosa has been incorporated for this purpose and has not engaged in activities except in preparation for its corporate reorganization (including activities with respect to the Arcosa Financing Arrangements) and the distribution of its stock;

WHEREAS, Trinity and Arcosa have determined that it is necessary and desirable, at or prior to the Effective Time, to allocate, transfer or assign the Arcosa Assets and Arcosa Liabilities to the Arcosa Group, and to allocate, transfer or assign the Trinity Assets and Trinity Liabilities to the Trinity Group;

WHEREAS, the Parties intend that the Distribution, together with certain related transactions, generally will qualify as tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the United States Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement is intended to be, and is hereby adopted as, a plan of reorganization under Section 368 of the Code to the extent relevant for these transactions; and

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and to set forth certain other agreements that will, following the Distribution, govern certain matters relating to the Separation and the relationship of Arcosa and Trinity and their respective Affiliates.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1   Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(1) “AAA” has the meaning assigned to such term in Section 8.3.

(2) “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such

1

specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group, including by reason of having common stockholders or one or more directors in common. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or other interests, by Contract or otherwise.

(3) “Agent” means the distribution agent to be appointed by Trinity to distribute to the stockholders of Trinity all of the outstanding shares of Arcosa Common Stock pursuant to the Distribution.

(4) “Agreement” has the meaning assigned to such term in the Preamble hereto.

(5) “Agreement Disputes” has the meaning assigned to such term in Section 8.1(a).

(6) “Amended Financial Reports” has the meaning assigned to such term in Section 5.2(b).

(7) “Ancillary Agreements” means all of the written Contracts, instruments, assignments or other arrangements (other than this Agreement) entered into by the Parties or their Subsidiaries (but as to which no Third Party is a party) in connection with the Separation, the Distribution or the other transactions contemplated herein, including the Employee Matters Agreement, the Tax Matters Agreement, the Intellectual Property Matters Agreement, the Transition Services Agreement, the Continuing Arrangements, and the other agreements set forth on Schedule 1.1(7).

(8) “Arcosa” has the meaning assigned to such term in the Preamble hereto.

(9) “Arcosa Accounts” has the meaning assigned to such term in Section 2.4(a).

(10) “Arcosa Assets” means only the following Assets (without duplication):

(i) the ownership interests (to the extent held by Trinity, Arcosa or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Arcosa Group;

(ii) all Arcosa Contracts, and any rights or claims (whether accrued or contingent) of Trinity, Arcosa, or any of their respective Affiliates, arising thereunder;

(iii) all Assets owned, leased or held by Trinity, Arcosa, or any of their respective Affiliates immediately prior to the Effective Time that are used primarily or held for use primarily in the Arcosa Business, including inventory, accounts receivable, goodwill, and all Assets reflected on the Arcosa Balance Sheet, or the accounting records supporting such balance sheet and any Assets acquired by or for the Arcosa Business subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any disposition of any of the foregoing Assets subsequent to the date of such balance sheet;

(iv) subject to Article IX, any rights of any member of the Arcosa Group under any Third Party Shared Policies to the extent related to the Arcosa Business;

(v) the Assets listed or described on Schedule 1.1(10)(v) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or transferred to, any member of the Arcosa Group; and

(vi) all Arcosa Accounts, and, subject to the provisions of Section 2.4, all cash, Cash Equivalents, and securities on deposit in such accounts immediately prior to the Effective Time, after giving effect to any withdrawal by, or other distribution of cash to, Trinity or any member of the Trinity Group which may occur at or prior to the Effective Time.

Notwithstanding the foregoing, the Arcosa Assets shall in no event include:

(A) the Assets listed or described on Schedule 1.1(109)(iv); or

(B) any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, transferred or assigned to, any member of

2

the Trinity Group, including Assets leased, owned or held by Trinity, Arcosa, or any of their respective Affiliates immediately prior to the Effective Time that are used primarily or held for use primarily in the Trinity Business.

(11) “Arcosa Balance Sheet” means the balance sheet of the Arcosa Business, as of [•], 2018, that is included in the Information Statement; provided, however, that to the extent any Assets or Liabilities are Transferred by any Party or any member of its Group to Arcosa or any member of the Arcosa Group or vice versa in connection with the Separation and Internal Reorganization and prior to the Distribution Date, such Assets and/or Liabilities shall be deemed to be included or excluded from the Arcosa Balance Sheet, as the case may be.

(12) “Arcosa Business” means the business, activities and operations of Trinity or any of its Subsidiaries (including the members of the Arcosa Group and the members of the Trinity Group) of the infrastructure-related products and services businesses, including Trinity’s inland barge, barge covers and barge fittings and equipment, transportation-related steel components, construction products, and energy equipment businesses (as more fully described in the Registration Statement) conducted at any time prior to the Effective Time by Trinity or Arcosa or any of their current or former subsidiaries or divisions, and the businesses and operations of Business Entities acquired or established by or for any member of the Arcosa Group after the Effective Time; provided that the Arcosa Business shall not include business and operations related to Trinity’s highway products-related businesses and pressure heads-related businesses, each of which has been retained by Trinity.

(13) “Arcosa Common Stock” has the meaning assigned to such term in the Recitals hereto.

(14) “Arcosa Contracts” means the following Contracts to which any Party or any of its Subsidiaries or Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, except for any such Contract or part thereof that is expressly contemplated not to be transferred or assigned by any member of the Trinity Group to Arcosa pursuant to any provision of this Agreement or any Ancillary Agreement:

(i) any Contract that relates primarily to the Arcosa Business;

(ii) any Contract or part thereof that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be retained by, transferred or assigned to, any member of the Arcosa Group; and

(iii) the Contracts listed or described on Schedule 1.1(14)(iii).

(15) “Arcosa Disclosure” means any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the SEC, any other Governmental Authority, or holders of any securities of any member of the Arcosa Group, in each case, on or after the Distribution Date by or on behalf of any member of the Arcosa Group in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

(16) “Arcosa Financing Arrangements” means the financing arrangements described on Schedule 1.1(16).

(17) “Arcosa General Liability Policies” has the meaning assigned to such term in Section 9.1.

(18) “Arcosa Group” Arcosa and each Person that is a direct or indirect Subsidiary of Arcosa as of immediately prior to the Distribution (but after giving effect to the Internal Reorganization), and each Person that becomes a Subsidiary of Arcosa after the Effective Time.

(19) “Arcosa Group Employees” has the meaning assigned to such term in the Employee Matters Agreement.

(20) “Arcosa Indemnified Parties” has the meaning assigned to such term in Section 6.2.

(21) “Arcosa Insureds” has the meaning assigned to such term in Section 9.2.

3

(22) “Arcosa Liabilities” shall mean all of the following Liabilities of either Party or any of its Subsidiaries:

(i) any and all Liabilities expressly assumed or retained by the Arcosa Group pursuant to this Agreement or the Ancillary Agreements, including any obligations and Liabilities of any member of the Arcosa Group under this Agreement or the Ancillary Agreements;

(ii) any and all Liabilities of Trinity, Arcosa, or any of their respective Affiliates, to the extent relating to, arising out of or resulting from:

(A) the operation or conduct of the Arcosa Business, as conducted at any time prior to, on or after the Effective Time (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Trinity, Arcosa, or any of their respective Affiliates (whether or not such act or failure to act is or was within such Person’s authority) with respect to the Arcosa Business);

(B) the operation or conduct of any business conducted by any member of the Arcosa Group at any time after the Effective Time (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Arcosa or any of its Affiliates after the Effective Time (whether or not such act or failure to act is or was within such Person’s authority) with respect to the Arcosa Business); or

(C) any Arcosa Assets (including but not limited to any Environmental Liabilities to the extent relating to, arising out of or resulting from any Arcosa Assets, including those set forth on Schedule 1.1(22)(ii)(C)), whether arising before, on or after the Effective Time;

(iii) any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from any Arcosa Disclosure;

(iv) any and all Liabilities relating to, arising out of or resulting from (x) the Arcosa Financing Arrangements and any and all fees, costs and expenses, including legal fees and costs, associated therewith or with the raising or incurrence thereof or (y) any other Indebtedness of any member of the Arcosa Group (whether incurred prior to, on or after the Effective Time);

(v) for the avoidance of doubt, and without limiting any other matters that may constitute Arcosa Liabilities, any and all Liabilities relating to, arising out of or resulting from any Proceedings primarily related to the Arcosa Business or any Arcosa Asset (except to the extent relating to or resulting from the Trinity Business, the Trinity Assets or the other Trinity Liabilities) including such Proceedings listed or described on Schedule 1.1(22)(v);

(vi) all Liabilities reflected as Liabilities or obligations on the Arcosa Balance Sheet or on the accounting records supporting such balance sheet, and all Liabilities arising or assumed after the date of such balance sheet which, had they arisen or been assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the Arcosa Balance Sheet; it being understood that (x) the Arcosa Balance Sheet and the accounting records supporting such balance sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of Arcosa Liabilities pursuant to this subclause (vi); and (y) the amounts set forth on the Arcosa Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Arcosa Liabilities pursuant to this subclause (vi);

(vii) any and all accounts payable primarily related to or arising out of the Arcosa Business; and

(viii) the Liabilities set forth on Schedule 1.1(22)(viii).

4

Notwithstanding the foregoing, the Arcosa Liabilities shall in any event not include any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by any member of the Trinity Group, including any Liabilities set forth on Schedule 1.1(120)(ix), or for which any member of the Trinity Group is liable pursuant to this Agreement or such Ancillary Agreement.

(23) “Arcosa Transferred Entities” has the meaning assigned to such term in Section 2.2(b).

(24) “Asset” means assets, properties, interests, claims, rights, remedies and recourse (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the Records or financial statements of any Person, including the following:

(i) all accounting and other legal and business books, records, ledgers and files, whether printed, electronic or written;

(ii) all computers and other electronic data processing and communications equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(iii) all inventories of products, goods, materials, parts, raw materials and supplies;

(iv) all interests in real property of whatever nature, including easements, rights-of-way, leases, subleases, licenses or other occupancy agreements, whether as fee owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, licensor, lessee, sublessee, licensee or otherwise;

(v) all interests in any capital stock or other equity interests of any Subsidiary or any other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments in securities of any Person;

(vi) all Contracts and any rights or claims (whether accrued or contingent) arising under any Contracts;

(vii) all deposits, letters of credit and performance and surety bonds;

(viii) all written (including in electronic form) technical information, data, specifications, research and development information, engineering drawings and specifications, operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties;

(ix) all Intellectual Property;

(x) all Software;

(xi) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, artwork, design, development and business process files and data, vendor and customer drawings, specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(xii) all prepaid expenses, trade accounts and other accounts and notes receivables;

(xiii) all claims, rights, remedies and recourse against any Person, whether sounding in tort, contract or otherwise, whether accrued or contingent;

(xiv) all claims, rights, remedies and recourse under insurance policies and all rights in the nature of insurance, indemnification, reimbursement or contribution;

(xv) all licenses, permits, approvals and authorizations which have been issued by any Governmental Authority;

5

(xvi) all cash or Cash Equivalents, bank accounts, brokerage accounts, lock boxes and other deposit arrangements; and

(xvii) all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar Contracts or arrangements.

(25) “Audited Party” has the meaning assigned to such term in Section 5.2(a)(ii).

(26) “Business” means the Arcosa Business and/or the Trinity Business, as the context requires.

(27) “Business Day” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in New York, New York.

(28) “Business Entity” means any corporation, partnership, trust, limited liability company, joint venture, or other incorporated or unincorporated organization or other entity of any kind or nature (including those formed, organized or otherwise existing under the Laws of jurisdictions outside the United States).

(29) “Cash Equivalents” means (i) cash and (ii) checks, certificates of deposit having a maturity of less than one year, money orders, marketable securities, money market funds, commercial paper, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority, minus the amount of any outbound checks, plus the amount of any deposits in transit.

(30) “Claims Administration” means the administration of claims made under the Third Party Shared Policies, including the reporting of claims to the unaffiliated, Third Party insurance carriers that issued the Third Party Shared Policies, management and defense of such claims, negotiating the resolution of such claims, and providing for appropriate releases upon settlement of such claims.

(31) “Code” has the meaning assigned to such term in the Recitals hereto.

(32) “Confidential Information” shall mean business, operations or other information, data or material concerning a Party and/or its Affiliates which, prior to or following the Effective Time, has been disclosed by a Party or its Affiliates to the other Party or its Affiliates, in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other, including pursuant to the access provisions of Section 7.1 or Section 7.2 or any other provision of this Agreement or any Ancillary Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no action of such Party or its Affiliates or (ii) lawfully acquired from other sources by such Party or its Affiliates to which it was furnished; provided, however, in the case of clause (ii) that, to the furnished Party’s knowledge, such sources did not provide such information in breach of any confidentiality or fiduciary obligations).

(33) “Consents” means any consents, waivers, amendments, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third parties, including any third party to a Contract and any Governmental Authority.

(34) “Continuing Arrangements” means those arrangements set forth on Schedule 1.1(34) and such other commercial arrangements between one or more members of the Trinity Group, on the one hand, and one or more members of the Arcosa Group, on the other hand, that are expressly intended in this Agreement or any Ancillary Agreement to survive and continue following the Effective Time.

(35) “Contract” shall mean any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

(36) “CPR” has the meaning assigned to such term in Section 8.2.

(37) “Delaware Courts “ has the meaning assigned to such term in Section 10.19.

(38) “Delayed Transfer Asset or Liability” has the meaning assigned to such term in Section 2.6(b).

6

(39) “Disclosing Party” has the meaning assigned to such term in Section 10.27.

(40) “Dispute Notice” has the meaning assigned to such term in Section 8.1(a).

(41) “Distribution” has the meaning assigned to such term in the Recitals hereto.

(42) “Distribution Date” means the date of the consummation of the Distribution, which shall be determined by the Trinity Board in its sole discretion.

(43) “Distribution Disclosure Documents” means the Registration Statement and all exhibits thereto (including the Information Statement), any current reports on Form 8-K and the registration statement on Form S-8 related to securities to be offered under Arcosa’s employee benefit plans, in each case as filed or furnished by Arcosa with the SEC in connection with the Distribution.

(44) “Effective Time” means the time at which the Distribution is effective on the Distribution Date.

(45) “Employee Matters Agreement” means the employee matters agreement by and between Trinity and Arcosa, dated as of the date hereof and substantially in the form attached as Exhibit A hereto.

(46) “Environmental Law” means all Laws, including all judicial and administrative orders, determinations, and consent agreements or decrees, relating to pollution, the protection, restoration or remediation of or prevention of harm to the environment or natural resources, or the protection of human health and safety, including Laws relating to: (i) the exposure to, or presence, release or threatened release of, Hazardous Substances; (ii) the generation, manufacture, processing, distribution, use, treatment, containment, disposal, storage, release, transport or handling of Hazardous Substances; or (iii) recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, in each case enacted on the date of this Agreement (regardless of whether the effective date relating thereto is before or after the Distribution).

(47) “Environmental Liabilities” means any Liabilities, arising out of or resulting from any Environmental Law, Contract or agreement relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including (a) fines, penalties, judgments, awards, settlements, losses, expenses and disbursements, (b) costs of defense and other responses to any administrative or judicial action (including notices, claims, complaints, suits and other assertions of liability) and (c) responsibility for any investigation, response, reporting, remediation, monitoring or cleanup costs, injunctive relief, natural resource damages, and any other environmental compliance or remedial measures, in each case known or unknown, foreseen or unforeseen.

(48) “Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

(49) “Final Determination” has the meaning set forth in the Tax Matters Agreement.

(50) “Governmental Approvals” means any notices, reports or other filings to be given to or made with, or any releases, Consents, substitutions, approvals, amendments, registrations, permits or authorizations to be obtained from, any Governmental Authority.

(51) “Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including NYSE and any similar self-regulatory body under applicable securities Laws.

(52) “Group” means the Trinity Group and/or the Arcosa Group, as the context requires.

(53) “Guaranty Release” has the meaning assigned to such term in Section 2.11(b).

(54) “Hazardous Substances” means any and all materials, wastes, chemicals or substances (or combination thereof) that are listed, defined, designated, regulated or classified as hazardous, toxic, radioactive, dangerous, a pollutant, a contaminant, petroleum, oil, or words of similar meaning or effect, or for which liability can be imposed, under Environmental Law.

(55) “Indebtedness” means, (i) any indebtedness for borrowed money or the deferred purchase price of property as evidenced by a note, bonds or other instruments, (ii) obligations as lessee under capital

7

leases, (iii) obligations secured by any mortgage, pledge (including a negative pledge), Security Interest, encumbrance, lien or charge of any kind existing on any Asset owned or held by any Person, whether or not such Person has assumed or become liable for the obligations secured thereby, (iv) any obligation under any interest rate swap agreement, (v) accounts payable, (vi) reimbursement obligations with respect to surety and performance bonds or letters of credit, and (vii) obligations under direct or indirect guarantees of (including obligations, contingent or otherwise, to assure a creditor against loss in respect of) indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii), (iv), (v) and (vi) above.

(56) “Indemnifiable Loss” means any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including reasonable costs and expenses of any and all Proceedings and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

(57) “Indemnified Party” or “Indemnified Parties” has the meaning assigned to such term in Section 6.2.

(58) “Indemnifying Party” means Arcosa, for any indemnification obligation arising under Section 6.3, and Trinity, for any indemnification obligation arising under Section 6.2.

(59) “Indemnity Payment” has the meaning assigned to such term in Section 6.7(a)(i).

(60) “Information” means all information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including confidential or non-public information (including non-public financial information), proprietary information, studies, reports, Records, books, accountants’ work papers, contracts, instruments, surveys, discoveries, ideas, concepts, processes, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, methodologies, prototypes, samples, flow charts, data, computer data, information contained in disks, diskettes, tapes, computer programs or other Software, marketing plans, customer data, communications by or to attorneys (including attorney work product), memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product), and other technical, financial, legal, employee or business information or data.

(61) “Information Statement” means the information statement of Arcosa, included as Exhibit 99.1 to the Registration Statement, to be distributed to holders of Trinity common stock in connection with the Distribution, including any amendments or supplements thereto.

(62) “Insurance Administration” means, with respect to each Third Party Shared Policy: (i) the accounting for premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of such Third Party Shared Policy; (ii) the reporting to the relevant unaffiliated, Third Party insurer that issues such Third Party Shared Policy of any losses or claims which may be covered by such Third Party Shared Policy; and (iii) the distribution of Insurance Proceeds related to such Third Party Shared Policy, subject to the terms of Article IX.

(63) “Insurance Proceeds” means those monies (i) received by an insured from an unaffiliated Third Party insurer under any Third Party Shared Policy, or (ii) paid by such Third Party insurer on behalf of an insured under any Third Party Shared Policy, in either case net of any applicable premium adjustment, retrospectively-rated premium, deductible, retention, or cost of reserve paid or held by or for the benefit of such insured, and any costs incurred in collecting such monies.

(64) “Insured Claim” means those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Third Party Shared Policies, whether or not subject to deductibles, co-insurance, uncollectibility, exhaustion of limits, or retrospectively-rated premium adjustments.

(65) “Intellectual Property” means all intellectual property and other similar proprietary rights of every kind and description throughout the world, whether registered or unregistered, including such rights in and to United States and foreign: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, trade names, domain names and other similar designations of source or

8

origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”); (ii) patents and patent applications, and any and all divisionals, continuations, continuations-in-part, reissues, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, certificates of invention, certificates of registration, design registrations or patents and similar rights; (iii) rights in inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iv) all copyrights and copyrightable subject matter; (v) trade secrets (including, those trade secrets defined in the Uniform Trade Secrets Act and under corresponding foreign statutory Law and common law), proprietary rights in Information, and rights to limit the use or disclosure of any of the foregoing by any Person; (vi) rights in computer programs (whether in source code, object code, or other form), algorithms, databases, application programming interfaces, compilations and data, technology supporting the foregoing, and all documentation and specifications related to any of the foregoing (collectively, “Software”); (vii) moral rights and rights of attribution and integrity; (viii) all rights in the foregoing and in other similar intangible assets; (ix) all applications and registrations for the foregoing; and (x) all rights and remedies against past, present, and future infringement, misappropriation, or other violation thereof.

(66) “Intellectual Property Matters Agreement” means the intellectual property matters agreement by and between Trinity and Arcosa, dated as of the date hereof and substantially in the form attached as Exhibit D hereto.

(67) “Intergroup Indebtedness” means any receivables, payables, accounts, advances, loans, guarantees, commitments and indebtedness for borrowed funds between a member of the Trinity Group and a member of the Arcosa Group as of the Distribution; provided, however, that “Intergroup Indebtedness” shall not include any accounts payable or contingent Liabilities arising pursuant to (i) any intercompany agreement that will survive the Separation and Distribution, (ii) the Ancillary Agreements, (iii) any agreements with respect to continuing transactions between Trinity and Arcosa and (iv) any other agreements entered into in the ordinary course of business at or following the Distribution.

(68) “Internal Control Audit and Management Assessments” has the meaning assigned to such term in Section 5.2(a)(i).

(69) “Internal Reorganization” means all of the transactions, other than the Distribution, described in the step plan delivered by Trinity to Arcosa on [•], 2018, as it may be amended by Trinity from time to time prior to the Distribution.

(70) “Law” means any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by a Governmental Authority.

(71) “Liabilities” means all debts, liabilities, obligations, responsibilities, losses, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties and sanctions, absolute or contingent, matured or unmatured, reserved or unreserved, liquidated or unliquidated, foreseen or unforeseen, on or off balance sheet, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising under or in connection with any Law (including any Environmental Law), or other pronouncements of Governmental Authorities constituting a Proceeding, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any Contract, agreement, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express covenant or warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees, fees of third party administrators, and costs related thereto or to the investigation or defense thereof.

(72) “Liable Party” has the meaning assigned to such term in Section 2.10(b).

(73) “Mediation Notice” has the meaning assigned to such term in Section 8.2.

(74) “Non-Compete Period” has the meaning assigned to such term in Section 5.4(a).

9

(75) “NYSE” means the New York Stock Exchange.

(76) “Other Parties’ Auditors” has the meaning assigned to such term in Section 5.2(a)(ii).

(77) “Other Party Marks” has the meaning assigned to such term in Section 5.1(a).

(78) “Party” or “Parties” has the meaning assigned to such term in the Preamble hereto.

(79) “Person” means any natural person, corporation, general or limited partnership, limited liability company or partnership, joint stock company, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

(80) “Pre-Separation Disclosure” mean any form, statement, schedule or other material (other than the Distribution Disclosure Documents) that Trinity, Arcosa, or any of their respective Affiliates filed with or furnished to the SEC, any other Governmental Authority, or holders of any securities of Trinity or any of its Affiliates, in each case, prior to the Effective Time and in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

(81) “Proceeding” means any claim, charge, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, subpoena, proceeding, or investigation of any kind by or before any court, grand jury, Governmental Authority or any arbitration or mediation tribunal or authority.

(82) “Prohibited Business” has the meaning assigned to such term in Section 5.4(a).

(83) “Receiving Party” has the meaning assigned to such term in Section 10.27.

(84) “Record Date” means the date to be determined by the Trinity Board in its sole discretion as the record date for the Distribution.

(85) “Records” means all books, records and other documents, books of account, stock records and ledgers, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, other distribution lists, operating, production and other manuals and sales and promotional literature, in all cases, in any form or medium.

(86) “Registration Statement” means the Registration Statement on Form 10 of Arcosa (which includes the Information Statement) relating to the registration under the Exchange Act of Arcosa Common Stock, including all amendments or supplements thereto.

(87) “Rules” has the meaning assigned to such term in Section 8.3.

(88) “SEC” means the United States Securities and Exchange Commission or any successor agency thereto.

(89) “Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

(90) “Separation” has the meaning assigned to such term in the Recitals hereto.

(91) “Shared Contract” means any Contract of any member of the Arcosa Group or Trinity Group that, as of the Distribution, relates in any material respect to both the Arcosa Business, on the one hand, and the Trinity Business, on the other hand in respect of rights or performance obligations for periods of time after the Distribution.

(92) “Shared Contractual Liabilities” means Liabilities in respect of Shared Contracts.

(93) “Software” has the meaning assigned to such term in the definition of Intellectual Property.

(94) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries.

10

(95) “Tax” or “Taxes” has the meaning assigned to such term in the Tax Matters Agreement.

(96) “Tax Authority” has the meaning set forth in the Tax Matters Agreement.

(97) “Tax Contest” has the meaning assigned to such term in the Tax Matters Agreement.

(98) “Tax Matters Agreement” means the tax matters agreement by and between Trinity and Arcosa, dated as of the date hereof and substantially in the form attached as Exhibit B hereto.

(99) “Tax Return” has the meaning assigned to such term in the Tax Matters Agreement.

(100) “Third Party” shall mean any Person other than the Parties or any of their respective Subsidiaries.

(101) “Third Party Claim” has the meaning assigned to such term in Section 6.4(a).

(102) “Third Party Shared Policy” means all policies, excluding those identified in Sections 9.3 through 9.6, whether or not in force at the Effective Time, issued by unaffiliated Third Party insurers to Trinity, Arcosa, or any of their respective Affiliates, which cover insured events, including any accident, illness, disease, occurrence or offense, taking place or insured claims made prior to the Effective Time and relating to the Arcosa Business.

(103) “Trademarks” has the meaning assigned to such term in the definition of Intellectual Property.

(104) “Transfer” has the meaning assigned to such term in Section 2.2(a).

(105) “Transfer Documents” shall mean, collectively, the various instruments, assignments, agreements, Contracts and other documents entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by this Agreement (including as contemplated by the Internal Reorganization) or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement (other than the Ancillary Agreements), each of which shall be in such form and dated as of such date as Trinity shall determine in its sole discretion.

(106) “Transition Services Agreement” means the transition services agreement by and between Trinity and Arcosa, dated as of the date hereof and substantially in the form attached as Exhibit C hereto.

(107) “Trinity” has the meaning assigned to such term in the Preamble hereto.

(108) “Trinity Accounts” has the meaning assigned to such term in Section 2.4(a).

(109) “Trinity Assets” means (without duplication):

(i) the ownership interests (to the extent held by Trinity, Arcosa or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Trinity Group;

(ii) all Contracts to which Trinity, Arcosa or any of their Affiliates is a party or by which they or any of their respective Affiliates or any of their respective Assets are bound and any rights or claims (whether accrued or contingent) of Trinity, Arcosa, or any of their respective Affiliates arising thereunder, in each case, other than the Arcosa Contracts;

(iii) subject to Article IX, any and all rights of any member of the Trinity Group under any Third Party Shared Policies to the extent related to the Trinity Business;

(iv) the Assets listed or described on Schedule 1.1(109)(iv) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or transferred to, any member of the Trinity Group;

(v) all Trinity Accounts, and, subject to the provisions of Section 2.4, all cash, Cash Equivalents, and securities on deposit in such accounts immediately prior to the Effective Time;

(vi) any collateral securing any Trinity Liability immediately prior to the Effective Time; and

(vii) any and all Assets (other than those Assets listed or described on Schedule 1.1(10)(v)) of the Parties or their respective Subsidiaries as of the Effective Time that are not Arcosa Assets.

(110) “Trinity Board” has the meaning assigned to such term in the Recitals hereto.

11

(111) “Trinity Business” means (i) any and all businesses and operations of Trinity or any of its Subsidiaries (including the members of the Arcosa Group and the members of the Trinity Group) as conducted immediately prior to the Distribution, other than the Arcosa Business; and (ii) the business and operations of Business Entities acquired or established by or for any member of the Trinity Group after the Effective Time.

(112) “Trinity Common Stock” has the meaning assigned to such term in the Recitals hereto.

(113) “Trinity Disclosure” means any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the SEC, any other Governmental Authority, or holders of any securities of any member of the Trinity Group, in each case, on or after the Effective Time by or on behalf of any member of the Trinity Group in connection with the registration, sale or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

(114) “Trinity General Liability Policies” has the meaning assigned to such term in Section 9.2.

(115) “Trinity Group” means (i) Trinity and each of its Subsidiaries immediately following the Effective Time and (ii) each other Person who is or becomes an Affiliate of Trinity at or after the Effective Time, in each case, other than the members of the Arcosa Group.

(116) “Trinity Group Employee” has the meaning assigned to such term in the Employee Matters Agreement.

(117) “Trinity Indemnified Parties” has the meaning assigned to such term in Section 6.3.

(118) “Trinity Insureds” has the meaning assigned to such term in Section 9.1.

(119) “Trinity LCs” has the meaning assigned to such term in Section 2.11(d).

(120) “Trinity Liabilities” shall mean:

(i) any and all Liabilities expressly assumed or retained by the Trinity Group pursuant to this Agreement or any Ancillary Agreement, including any obligations and Liabilities of any member of the Trinity Group under this Agreement or the Ancillary Agreements;

(ii) any and all Liabilities of Trinity, Arcosa, or any of their respective Affiliates, to the extent relating to, arising out of or resulting from:

(A) the operation or conduct of the Trinity Business, as conducted at any time prior to, on or after the Effective Time (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Trinity, Arcosa, or any of their respective Affiliates (whether or not such act or failure to act is or was within such Person’s authority) with respect to the Trinity Business)

(B) the operation or conduct of any business conducted by any member of the Trinity Group at any time after the Effective Time (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Trinity or any of its Affiliates after the Effective Time (whether or not such act or failure to act is or was within such Person’s authority) with respect to the Trinity Business); or

(C) any Trinity Assets (including but not limited to any Environmental Liabilities to the extent relating to, arising out of or resulting from any Trinity Assets, including those set forth on Schedule 1.1(120)(ii)(C)), whether arising before, on or after the Effective Time;

(iii) any and all Liabilities relating to, arising out of or resulting from any indemnification obligations to any current or former director or officer of Trinity Group;

12

(iv) any and all Liabilities relating to, arising out of or resulting from any discontinued or divested businesses or operations of Trinity and its Subsidiaries, including those set forth on Schedule 1.1(120)(iv)(A) (except (x) as otherwise assumed by the Arcosa Group pursuant to any Ancillary Agreement, (y) Liabilities related to an Arcosa Asset, or (z) the Liabilities set forth on Schedule 1.1(120)(iv)(B));

(v) any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from: (A) the Distribution Disclosure Documents; (B) any Pre-Separation Disclosure; and (C) any Trinity Disclosure;

(vi) any and all Liabilities relating to, arising out of or resulting from any Indebtedness of any member of the Trinity Group (whether incurred prior to, on or after the Effective Time), other than any Indebtedness relating to the Arcosa Financing Arrangements;

(vii) for the avoidance of doubt, and without limiting any other matters that may constitute Trinity Liabilities, any and all Liabilities relating to, arising out of or resulting from any Proceedings primarily related to the Trinity Business or any Trinity Asset (except to the extent relating to or resulting from the Arcosa Business, the Arcosa Assets or the other Arcosa Liabilities) including such Proceedings listed or described on Schedule 1.1(120)(vii);

(viii) any and all accounts payable primarily related to or arising out of the Trinity Business; and

(ix) the Liabilities listed or described on Schedule 1.1(120)(ix).

Notwithstanding the foregoing, the Trinity Liabilities shall in no event include any Liabilities (including Liabilities under Arcosa Contracts and Arcosa Liabilities) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by any member of the Arcosa Group, including any Liabilities set forth on Schedule 1.1(22)(viii), or for which any member of the Arcosa Group is liable pursuant to this Agreement or such Ancillary Agreement.

(121) “Trinity Transferred Entities” has the meaning assigned to such term in Section 2.2(a).

Section 1.2   References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the board of directors of a Party may be taken by a committee of the board of directors of such Party if properly delegated by the board of directors of a Party to such committee. Unless the context otherwise requires:

(a) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”;

(b) references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement;

(c) the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;

(d) references in this Agreement to any time shall be to Dallas, Texas time unless otherwise expressly provided herein; and

(e) as described in Section 10.2, to the extent that the terms and conditions of any Schedule hereto conflicts with the express terms of the body of this Agreement or any Ancillary Agreement, the terms of such Schedule shall control; it being understood that the Parties intend to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein.

Section 1.3   Effective Time. This Agreement shall be effective as of the Effective Time.

13

Section 1.4   Other Matters. As described in more detail in, but subject to the terms and conditions of, Section 10.1 and Section 10.2, the Tax Matters Agreement, the Employee Matters Agreement and the Transition Services Agreement will govern Trinity’s and Arcosa’s respective rights, responsibilities and obligations after the Distribution with respect to the matters set forth in such Ancillary Agreement, except as expressly set forth in this Agreement or any other Ancillary Agreement.

ARTICLE II

THE SEPARATION

Section 2.1   General. Subject to the terms and conditions of this Agreement, including Section 4.3 and Section 4.4, the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, a portion of which have already been implemented prior to the date hereof. It is the intent of the Parties that prior to consummation of the Distribution, Trinity, Arcosa and their respective Subsidiaries shall be reorganized, to the extent necessary, such that immediately following the consummation of such reorganization, subject to Section 2.6 and the provisions of any Ancillary Agreement, (i) all of Trinity’s and its Subsidiaries’ right, title and interest in and to the Arcosa Assets will be owned or held by a member or members of the Arcosa Group, the Arcosa Business will be conducted by the members of the Arcosa Group and the Arcosa Liabilities will be assumed directly or indirectly by (or retained by) a member of the Arcosa Group; and (ii) all of Trinity’s and its Subsidiaries’ right, title and interest in and to the Trinity Assets will be owned or held by a member or members of the Trinity Group, the Trinity Business will be conducted by the members of the Trinity Group and the Trinity Liabilities will be assumed directly or indirectly by (or retained by) a member of the Trinity Group. Further, it is the intent of the Parties that the direct assumption by Arcosa of Arcosa Liabilities is made in connection with the Separation, including the transfer of the Arcosa Assets to Arcosa.

Section 2.2   The Separation. At or prior to the Effective Time, to the extent not already completed and subject to the terms of the Ancillary Agreements:

(a) Trinity shall and hereby does, on behalf of itself and the other members of the Trinity Group, as applicable, transfer, contribute, assign, distribute, and convey, or cause to be transferred, contributed, assigned, distributed and conveyed (“Transfer”), to Arcosa or another member of the Arcosa Group, and Arcosa or such member of the Arcosa Group shall and hereby does accept from Trinity and the applicable members of the Trinity Group, all of Trinity’s and the other members’ of the Trinity Group’s respective direct or indirect rights, title and interest in and to the Arcosa Assets, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(a) (the “Trinity Transferred Entities”) (it being understood that if any Arcosa Asset shall be held by a Subsidiary of a Trinity Transferred Entity, such Arcosa Asset may be Transferred for all purposes hereunder as a result of the Transfer of the equity interests in such Trinity Transferred Entity to Arcosa or another member of the Arcosa Group);

(b) Arcosa shall and hereby does, on behalf of itself and the other members of the Arcosa Group, as applicable, Transfer to Trinity or another member of the Trinity Group, and Trinity or such member of the Trinity Group shall and hereby does accept from Arcosa and the applicable members of the Arcosa Group, all of Arcosa’s and the other members’ of the Arcosa Group’s respective direct or indirect rights, title and interest in and to the Trinity Assets held by Arcosa or a member of the Arcosa Group, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(b) (the “Arcosa Transferred Entities”) (it being understood that if any Trinity Asset shall be held by a Subsidiary of an Arcosa Transferred Entity, such Trinity Asset may be Transferred for all purposes hereunder as a result of the Transfer of the equity interests in such Arcosa Transferred Entity to Trinity or another member of the Trinity Group);

(c) (i) Trinity shall, or shall cause another member of the Trinity Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Trinity Liabilities and (ii) Arcosa shall, or shall cause another member of the Arcosa Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all the Arcosa Liabilities, in each case regardless of (A) when or where such Liabilities arose or arise, (B) where or against whom such Liabilities are asserted or determined, (C) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Trinity Group

14

or the Arcosa Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (D) which entity is named in any Proceeding associated with any Liability and (E) whether the facts on which they are based occurred prior to, on or after the date hereof;

Section 2.3   Settlement of Intergroup Indebtedness. Each of Trinity or any member of the Trinity Group, on the one hand, and Arcosa or any member of the Arcosa Group, on the other hand, will, repay, defease, capitalize, cancel, forgive, discharge, extinguish, assign, discontinue or otherwise cause to be satisfied, with respect to the other Party, as the case may be, all Intergroup Indebtedness owed or owed by the other Party on or prior to the Distribution, except as otherwise agreed to in good faith by the Parties in writing on or after the date hereof, it being understood and agreed by the Parties that the foregoing shall be subject to Section 2.11.

Section 2.4   Bank Accounts; Cash Balances.

(a) The Parties agree to take, or cause the members of their respective Groups to take, at the Effective Time (or such earlier time as Trinity may determine), all actions necessary to amend all Contracts governing each bank and brokerage account owned by Arcosa or any other member of the Arcosa Group (the “Arcosa Accounts”) so that such Arcosa Accounts, if currently linked (whether by automatic withdrawal, automatic deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by Trinity or any other member of the Trinity Group (the “Trinity Accounts”) are de-linked from the Trinity Accounts. From and after the Effective Time, no Trinity Group Employee shall have any authority to access or control any Arcosa Account, except as provided for through the Transition Services Agreement.

(b) The Parties agree to take, or cause the members of their respective Groups to take, at the Effective Time (or such earlier time as Trinity may determine), all actions necessary to amend all Contracts governing the Trinity Accounts so that such Trinity Accounts, if currently linked to an Arcosa Account, are de-linked from the Arcosa Accounts. From and after the Effective Time, no Arcosa Group Employee shall have any authority to access or control any Trinity Account, except as may be provided for through the Transition Services Agreement (if applicable).

(c) The Parties intend that, following consummation of the actions contemplated by Section 2.4(a) and Section 2.4(b), there will continue to be in place a centralized cash management system pursuant to which the Arcosa Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the Arcosa Group.

(d) The Parties intend that, following consummation of the actions contemplated by Section 2.4(a) and Section 2.4(b), there will continue to be in place a centralized cash management system pursuant to which the Trinity Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the Trinity Group.

(e) With respect to any outstanding checks issued by Trinity, Arcosa, or any of their respective Subsidiaries prior to the Effective Time, such outstanding checks shall be honored following the Effective Time by the member of the applicable Group owning the account on which the check is drawn.

(f) As between the Parties hereto and the members of their respective Groups, all payments and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.

(g) The Parties agree that, prior to the Effective Time, Trinity or any other member of the Trinity Group may withdraw any and all cash or Cash Equivalents from the Arcosa Accounts for the benefit of Trinity or any other member of the Trinity Group. Notwithstanding the foregoing, it is the intention of Trinity and Arcosa that, at the time of the Distribution, Arcosa shall have a minimum cash or Cash Equivalents balance, as would be reflected on the unaudited consolidated balance sheet of the Arcosa

15

Group as of the close of business on the date prior to the Distribution Date, of $[•]. All cash held by any member of the Arcosa Group as of the Distribution shall be an Arcosa Asset and all cash held by any member of the Trinity Group as of the Distribution shall be a Trinity Asset.

Section 2.5   Limitation of Liability; Termination of Agreements.

(a) Except as otherwise expressly provided in this Agreement, no Party or any member of such Party’s Group shall have any Liability to any other Party or any member of each other Party’s Group in the event that any Information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate.

(b) Except as provided in Section 2.3, Section 2.11 or as set forth in subsection (c) below, no Party or any member of such Party’s Group shall have any Liability to any other Party or any member of such other Party’s Group based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding, whether or not in writing, entered into or existing at or prior to the Effective Time, and each Party hereby terminates, and shall cause all members in its Group to terminate, any and all Contracts, arrangements, course of dealings or understandings between it or any members in its Group, on the one hand, and the other Party, or any members of its Group, on the other hand, effective as of immediately prior to the Effective Time, and any such Liability, whether or not in writing, is hereby irrevocably cancelled, released and waived effective as of the Effective Time. No such terminated Contract, arrangement, course of dealing or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, any reasonably requested actions necessary to effect the foregoing.

(c) The provisions of Section 2.5(b) shall not apply to any of the following Contracts, arrangements, course of dealings or understandings (or to any of the provisions thereof):

(1) this Agreement, the Ancillary Agreements, the Transfer Documents, the Continuing Arrangements and any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby;

(2) any Contracts, arrangements, course of dealings or understandings to which any Third Party is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts, arrangements, course of dealings or understandings constitute Trinity Assets, Arcosa Assets, Trinity Liabilities, or Arcosa Liabilities, such Contracts, arrangements, course of dealings or understandings shall be assigned or retained pursuant to this Article II); and

(3) any Contracts, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Trinity or Arcosa is a party.

(d) If any Contract, arrangement, course of dealing or understanding is terminated pursuant to Section 2.5(b) and, but for the mistake or oversight of either Party, would have been listed on Schedule 1.1(34) as a Continuing Arrangement as it is reasonably necessary for such affected Party to be able to continue to operate its businesses in substantially the same manner in which such businesses were operated prior to the Effective Time, then, at the request of such affected Party made within twelve (12) months following the Effective Time, the Parties shall negotiate in good faith to determine whether and to what extent (including the terms and conditions relating thereto), if any, notwithstanding such termination, such Contract, arrangement, course of dealing or understanding should continue following the Effective Time; provided, however, any Party may determine, in its sole discretion, not to re-instate or otherwise continue any such Contract, arrangement, course of dealing or understanding.

Section 2.6   Delayed Transfer of Assets or Liabilities.

(a) To the extent that any Transfers or assumptions contemplated by this Article II shall not have been consummated at or prior to the Effective Time, the Parties shall cooperate to effect such Transfers or assumptions as promptly following the Effective Time as shall be practicable. Nothing herein shall be deemed to require or constitute the Transfer of any Assets or the assumption of any Liabilities which

16

by their terms or operation of Law cannot be Transferred or assumed; provided, however, that the Parties shall, and shall cause the respective members of their Groups to, cooperate and use commercially reasonable efforts to seek to obtain any necessary Consents or Governmental Approvals for the Transfer of all Assets and assumption of all Liabilities contemplated to be Transferred or assumed pursuant to this Article II.

(b) In the event that any such Transfer of Assets or assumption of Liabilities has not been consummated as of the Effective Time (any such Asset or Liability, a “Delayed Transfer Asset or Liability”), then from and after the Effective Time, (i) the Party (or relevant member in its Group) retaining such Asset shall thereafter hold (or shall cause such member in its Group to hold) such Asset for the use and benefit of the Party (or relevant member in its Group) entitled thereto (at the expense of the Person entitled thereto) and (ii) the Party intended to assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party (or the relevant member of its Group) retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. In addition, the Party retaining such Asset or Liability (or relevant member of its Group) shall (or shall cause such member in its Group to) treat, insofar as reasonably possible and to the extent permitted by applicable Law, such Delayed Transfer Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Delayed Transfer Asset or Liability is to be transferred or assumed in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for income and gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the relevant member of the Trinity Group or the Arcosa Group, as the case may be, entitled to the receipt of such Asset or Liability. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, each Party shall be deemed to have acquired complete and sole beneficial ownership over all of such delayed Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

(c) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of transfer of any Delayed Transfer Asset or Liability pursuant to this Section 2.6, are obtained or satisfied, the Transfer or novation of the applicable Delayed Transfer Asset or Liability shall be effected without further consideration in accordance with and subject to the terms of this Agreement (including Section 2.2) and/or the applicable Ancillary Agreement as promptly as practicable after the receipt of such Consents, Governmental Approvals and/or absence or satisfaction of conditions.

(d) The Party (or relevant member of its Group) retaining any Delayed Transfer Asset or Liability shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, or agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Asset, other than reasonable attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Asset and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such retained Asset or Liability, as the case may be.

(e) Until the two year anniversary of this Agreement, if either Party determines that it (or any member of its Group) owns any Asset that was allocated by the terms of this Agreement to be Transferred to the other Party at the Effective Time or that is agreed by such Party and the other Party in their good faith judgment to be an Asset that more properly belongs to the other Party or an Asset that such other Party or Subsidiary was intended to have the right to continue to use, then the Party owning such Asset shall as applicable (i) Transfer any such Asset to the Party (or relevant member of its Group) identified as the appropriate transferee and following such Transfer, such Asset shall be an Arcosa Asset or Trinity

17

Asset, as the case may be, or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to assumption of associated Liabilities. In connection with such Transfer, the receiving party shall assume all Liabilities related to such Asset.

(f) After the Effective Time, each Party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other Party (or any member of its Group). Accordingly, at all times after the Effective Time, each Party authorizes the other Party (or any member of its Group) to receive and open all mail, packages and other communications received by such Party (or any member of its Group) and not unambiguously intended for such first Party, any member of such first Party’s Group or any of their respective officers, directors, employees or other agents, and to the extent that they do not relate to the business of the receiving Party, the receiving party shall promptly deliver such mail, telegrams, packages or other communications (or, in case the same relate to both businesses, copies thereof) to the other Party as provided for in Section 10.6. The provisions of this Section 2.6(f) are not intended to, and shall not, be deemed to constitute an authorization by any Party (or any member of its Group) to permit the other to accept service of process on its (or its members’) behalf and no Party (or any member of its Group) is or shall be deemed to be the agent of the other Party (or any member of its Group) for service of process purposes.

(g) For the avoidance of doubt, nothing in this Section 2.6 shall apply to Shared Contracts, which shall be governed by Section 2.8.

Section 2.7   Transfer Documents. In connection with, and in furtherance of, the Transfers of Assets and the acceptance and assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, at or prior to the Effective Time, or after the Effective Time with respect to Section 2.6, by the appropriate entities, the Transfer Documents necessary to evidence the valid and effective assumption by the applicable Party (or any member of its Group) of its assumed Liabilities, and the valid Transfer to the applicable Party (or any member of its Group) of all rights, titles and interests in and to its accepted Assets, including the transfer of real property with quit claim deeds, as may be appropriate.

Section 2.8   Shared Contracts.

(a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows:

(i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability;

(ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract.

(b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Trinity or any member of the Trinity Group, on the one hand, or Arcosa or any member of the Arcosa Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Trinity, on the one hand, or Arcosa, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party.

(c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Trinity Group or the Arcosa Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.8(c)(i) into separate Contracts between the appropriate Third Party and either (i) Arcosa or a member of the Arcosa Group or

18

(ii) Trinity or a member of the Trinity Group. Trinity or a member of the Trinity Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Arcosa Business, under the Shared Contracts which are identified on Schedule 2.8(c)(ii) to Arcosa or a member of the Arcosa Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

(d) Each of Trinity and Arcosa shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective Business as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party’s Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Section 2.9   Further Assurances.

(a) In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, each of the Parties shall cooperate with each other and use (and will cause the relevant member of its Group to use) commercially reasonable efforts, prior to, on and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, each Party shall cooperate with the other Party, from and after the Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c) On or prior to the Distribution Date, Trinity and Arcosa in their respective capacities as direct or indirect stockholders of their respective Subsidiaries, shall each approve or ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Trinity or Subsidiary of Arcosa, as applicable, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 2.10   Novation of Liabilities; Consents.

(a) Each Party, at the request of the other Party, shall use commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, release, substitution or amendment required to novate or assign all obligations under Contracts or other Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement, or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any Third Party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party).

(b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, the other Party or a member of such other Party’s Group shall continue to

19

be bound by such Contract, license or other obligation that does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Effective Time; provided, however, that the other Party shall not be obligated to extend, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of the Effective Time. The Liable Party shall indemnify and defend each other Party and the members of such other Party’s Group against any and all Liabilities arising in connection therewith; provided, however, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the extent that such other Party has engaged in any knowing violation of Law or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Section 2.11   Guarantees and Letters of Credit.

(a) Trinity shall (with the commercially reasonable cooperation of Arcosa and the other members of the Arcosa Group) use its commercially reasonable efforts, if so requested by Arcosa, to have any member of the Arcosa Group removed as guarantor of, or obligor for, any Trinity Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.11(a), to the extent that they relate to Trinity Liabilities

(b) Arcosa shall (with the commercially reasonable cooperation of Trinity and the other members of the Trinity Group) use its commercially reasonable efforts, if so requested by Trinity, to have any member of the Trinity Group removed as guarantor of, or obligor for, any Arcosa Liability, including with respect to those guarantees listed or described on Schedule 2.11(b), to the extent that they relate to the Arcosa Liabilities (each of the releases referred to in clauses (a) and (b) of this Section 2.11, a “Guaranty Release”).

(c) If Trinity or Arcosa is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.11, (i) the relevant beneficiary of such guarantee or obligation shall indemnify and defend the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VI) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) the relevant beneficiary of such guarantee or obligation shall pay to the guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of [   ]% per annum on the average outstanding amount of the obligation underlying such guarantee or obligation during such quarter and (iii) each of Trinity and Arcosa shall not renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided, however, with respect to leases, in the event a Guaranty Release is not obtained and such first Party wishes to extend the term of such guaranteed lease then such first Party shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease.

20

(d) Trinity and Arcosa shall cooperate and Arcosa shall use commercially reasonable efforts to replace all letters of credit issued by Trinity or other members of the Trinity Group on behalf of or in favor of any member of the Arcosa Group or the Arcosa Business (the “Trinity LCs”) as promptly as practicable with letters of credit from Arcosa or a member of the Arcosa Group as of the Effective Time. With respect to any Trinity LCs that remain outstanding after the Effective Time (i) Arcosa shall, and shall cause the members of the Arcosa Group to, indemnify and defend the Trinity Indemnified Party for any Liabilities arising from or relating to the such letters of credit, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Trinity LCs in accordance with the terms thereof, (ii) Arcosa shall pay to Trinity a fee payable at the end of each calendar quarter based on a rate of [   ]% per annum on the average outstanding balance during such quarter of any outstanding Trinity LCs and (iii) without the prior written consent of Trinity, Arcosa shall not, and shall not permit any member of the Arcosa Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which Trinity or any member of the Trinity Group has issued any letters of credit which remain outstanding. Neither Trinity nor any member of the Trinity Group will have any obligation to renew any letters of credit issued on behalf of or in favor of any member of the Arcosa Group or the Arcosa Business after the expiration of any such letter of credit.

Section 2.12   DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

(a) EACH OF TRINITY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE TRINITY GROUP), AND ARCOSA (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE ARCOSA GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT, TRANSFER DOCUMENT, OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, TRANSFER DOCUMENT, OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY, IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED, OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NO INFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN ANY TRANSFER DOCUMENT OR IN ANY ANCILLARY AGREEMENT, ALL ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM) AND THE RESPECTIVE TRANSFEREES SHALL BEAR ALL ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS, CONTRACTS, OR JUDGMENTS ARE NOT COMPLIED WITH. ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.

(b) Each of Trinity (on behalf of itself and each member of the Trinity Group) and Arcosa (on behalf of itself and each member of the Arcosa Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.12(a) is held unenforceable

21

or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Trinity or any member of the Trinity Group, on the one hand, and Arcosa or any member of the Arcosa Group, on the other hand, are jointly or severally liable for any Trinity Liability or any Arcosa Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

(c) Trinity hereby waives compliance by itself and each and every member of the Trinity Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the Trinity Assets to Trinity or any member of the Trinity Group.

(d) Arcosa hereby waives compliance by itself and each and every member of the Arcosa Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the Arcosa Assets to Arcosa or any member of the Arcosa Group.

ARTICLE III

CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION

Section 3.1   Separation. The Parties agree to take, or cause the members of their respective Groups to take, prior to the Distribution, all actions necessary, subject to the terms of this Agreement, to effectuate the Separation as set forth in Article II.

Section 3.2   Certificate of Incorporation; Bylaws. At or prior to the Effective Time, all necessary actions shall be taken to adopt the form of amended and restated certificate of incorporation and amended and restated by-laws filed by Arcosa with the SEC as exhibits to the Registration Statement.

Section 3.3   Directors. At or prior to the Effective Time, Trinity shall take all necessary action to cause the board of directors of Arcosa to consist of the individuals who are identified in the Registration Statement (including the Information Statement) at the Effective Time as being directors of Arcosa.

Section 3.4   Resignations.

(a) Subject to Section 3.4(b), at or prior to the Effective Time, (i) Trinity shall cause all its employees and any employees of its Affiliates who will not become an Arcosa Group Employee immediately following the Effective Time to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Arcosa Group in which they serve, and (ii) Arcosa shall cause all Arcosa Group Employees to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Trinity Group in which they serve.

(b) No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution.

Section 3.5   Ancillary Agreements. At or prior to the Effective Time, Trinity and Arcosa shall enter into, and, if applicable, shall cause a member or members of their respective Groups to enter into, the Ancillary Agreements.

Section 3.6   Arcosa Financing Arrangements. Prior to the Distribution Date, Arcosa shall enter into the Arcosa Financing Arrangements, on such terms and conditions as agreed by Trinity (including the amount that shall be borrowed pursuant to the Arcosa Financing Arrangements and the interest rates for such borrowings). Trinity and Arcosa shall participate in the preparation of all materials and presentations as may be reasonably necessary to secure funding pursuant to the Arcosa Financing Arrangements, including rating agency presentations necessary to obtain the requisite ratings needed to secure the financing under any of the Arcosa Financing Arrangements. The Parties agree that Arcosa, and not Trinity, shall be ultimately responsible for all costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Trinity Group or Arcosa Group associated with the Arcosa Financing Arrangements.

22

ARTICLE IV

THE DISTRIBUTION

Section 4.1   The Distribution. Subject to the satisfaction or waiver of the conditions, covenants and other terms set forth in this Agreement and the Ancillary Agreements, on or prior to the Distribution Date, in connection with the Separation, including the Transfer of the Arcosa Assets to Arcosa in the Separation whenever made, Arcosa shall issue to Trinity as a stock dividend such number of shares of Arcosa Common Stock (or Trinity and Arcosa shall take or cause to be taken such other appropriate actions to ensure that Trinity has the requisite number of shares of Arcosa Common Stock) as may be requested by Trinity after consultation with Arcosa in order to effect the Distribution, which shares as of the date of issuance shall represent (together with such shares previously held by Trinity) all of the issued and outstanding shares of Arcosa Common Stock. Subject to conditions and other terms in this Article IV, Trinity will cause the Agent on the Distribution Date to make the Distribution, including by crediting the appropriate number of shares of Arcosa Common Stock to book entry accounts for each holder of Arcosa Common Stock or designated transferee or transferees of such holder of Arcosa Common Stock. For stockholders of Trinity who own Trinity Common Stock through a broker or other nominee, their shares of Arcosa Common Stock will be credited to their respective accounts by such broker or nominee. No action by any holder of Trinity Common Stock on the Record Date shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of shares of Arcosa Common Stock (and, if applicable, cash in lieu of any fractional shares) such stockholder is entitled to in the Distribution.

Section 4.2   Fractional Shares. Trinity stockholders who, after aggregating the number of shares of Arcosa Common Stock (or fractions thereof) to which such stockholder would be entitled on the Record Date, would be entitled to receive a fraction of a share of Arcosa Common Stock in the Distribution, will receive cash in lieu of fractional shares. Fractional shares of Arcosa Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of Arcosa Common Stock allocable to each other holder of record or beneficial owner of Trinity Common Stock as of close of business on the Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of Arcosa Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. Arcosa shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Agent. None of Trinity, Arcosa or the applicable Agent will guarantee any minimum sale price for the fractional shares of Arcosa Common Stock. Neither Trinity nor Arcosa will pay any interest on the proceeds from the sale of fractional shares. The Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the selected broker-dealers will be Affiliates of Trinity or Arcosa.

Section 4.3   Actions in Connection with Distribution.

(a) Arcosa shall file such amendments and supplements to the Registration Statement as Trinity may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Registration Statement and Information Statement as may be required by the SEC or federal, state or foreign securities Laws. Trinity shall mail to the holders of Trinity Common Stock, at such time on or prior to the Distribution Date as Trinity shall determine, the Information Statement included in the Registration Statement, as well as any other information concerning Arcosa, the Arcosa Business, operations and management, the Separation and such other matters as Trinity shall reasonably determine are necessary and as may be required by Law.

(b) Arcosa shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from Trinity, Arcosa

23

shall prepare and, in accordance with applicable Law, file with the SEC any such documentation that Trinity determines is necessary or desirable to effectuate the Distribution, and Trinity and Arcosa shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.

(c) Promptly after receiving a request from Trinity, to the extent not already approved and effective, Arcosa shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Arcosa Common Stock to be distributed in the Distribution, subject to official notice of distribution.

(d) Nothing in this Section 4.3 shall be deemed, by itself, to create a Liability of Trinity for any portion of the Registration Statement.

Section 4.4   Sole Discretion of Trinity. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, Trinity shall, in its sole and absolute discretion, determine the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Trinity may, in accordance with Section 10.10, at any time prior to the Distribution Date and from time to time until the completion of the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. None of Arcosa, any other member of the Arcosa Group, any Arcosa Group Employee or any Third Party shall have any right or claim to require the consummation of the Separation or the Distribution, each of which shall be effected at the sole discretion of the Trinity Board.

Section 4.5   Conditions.

(a) Subject to Section 4.4, the following are conditions to the consummation of the Distribution (which, to the extent permitted by applicable Law, may be waived, in whole or in part, by Trinity in its sole discretion):

(i) The Arcosa Registration Statement shall have been declared effective by the SEC and shall be subject to no further comment, no stop order suspending the effectiveness of the Arcosa Registration Statement shall be in effect, and no Proceedings for that purpose will be pending before or threatened by the SEC;

(ii) The Arcosa Common Stock to be delivered to the Trinity stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution;

(iii) Trinity shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to Trinity (in its sole discretion) substantially to the effect that, among other things, the Distribution, together with certain related transactions, will qualify as a tax-free distribution for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code and that certain transactions involving the transfer to members of the Arcosa Group of certain Arcosa Assets and/or the assumption by members of the Arcosa Group of certain Arcosa Liabilities in connection with the Separation will not result in the recognition of any gain or loss to members of the Trinity Group or Arcosa Group for U.S. federal income tax purposes, and such private letter ruling shall not have been revoked prior to the Distribution Date or modified in any material respect;

(iv) Trinity shall have obtained an opinion from each of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Trinity, and KPMG, tax advisor to Trinity, in form and substance satisfactory to Trinity (in its sole discretion), substantially to the effect that, among other things, the Distribution, together with certain related transactions, will qualify as a tax-free distribution for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code and that certain transactions involving the transfer to members of the Arcosa Group of certain Arcosa Assets and/or the assumption by members of the Arcosa Group of certain Arcosa Liabilities in connection with the Separation will not result in the recognition of any gain or loss to members of the Trinity Group or Arcosa Group for U.S. federal income tax purposes;

24

(v) Each of Trinity and Arcosa shall have received any necessary permits, registrations and consents under the securities or “blue sky” Laws of states or other political subdivisions of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution and all such permits and authorizations shall be in effect;

(vi) No order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no other Law or other legal restraint or prohibition shall have been adopted or be effective preventing the consummation of the Separation, Distribution or any of the related transactions contemplated herein;

(vii) The Internal Reorganization shall have been effectuated, including the execution of all such instruments, assignments, documents and other agreements necessary to effect the Internal Reorganization; and

(viii) No other events or developments shall exist or shall have occurred that, in the judgment of the Trinity Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement.

(b) The conditions set forth in this Section 4.5 are for the sole benefit of Trinity and shall not give rise to or create any duty on the part of Trinity or the Trinity Board to waive or not waive any such condition. Any determination made by Trinity prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto.

ARTICLE V

COVENANTS

Section 5.1   Legal Names and Other Parties’ Trademark.

(a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party’s Affiliates (including, in the case of Arcosa, “Trinity” or “Trinity Industries, Inc.” or any other name or Trademark containing the words “Trinity”, and in the case of Trinity, “Arcosa” or “Arcosa, Inc.” or any other name or Trademark containing the words “Arcosa”) and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party’s Affiliates, the “Other Party Marks”), and (ii) holding themselves out as having any affiliation with the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit any Party or any member of a Party’s Group from (1) in the case of any member of the Arcosa Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with Trinity or in the case of any member of the Trinity Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with Arcosa, (2) making use of any Other Party Mark in a manner that would constitute “fair use” under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party Mark, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party’s and its Affiliates’ assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Arcosa shall promptly after the Distribution Date post and maintain for a period of six (6) months a disclaimer in a form and manner reasonably acceptable to Trinity on the “www.arcosa.com” website informing its customers that as of the Effective Time and thereafter Arcosa, and not Trinity, is responsible for the operation of the Arcosa Business, including such website

25

and any applicable services. Any use by any Party or any of such Party’s Affiliates of any of the Other Party Marks as permitted in this Section 5.1 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time.

(b) Notwithstanding the foregoing requirements of Section 5.1(a), if any Party or any member of such Party’s Group used commercially reasonable efforts to comply with Section 5.1(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark remains in such Party’s or its Group member’s legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark that is in such Party’s or Group member’s legal name which includes references to “Arcosa” or “Trinity” as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party’s or Group member’s legal name can be changed to remove and eliminate such references.

(c) Notwithstanding the foregoing requirements of Section 5.1(a), but subject to Section 2.7 hereof, Arcosa shall not be required to change any name including the words “Trinity” in any Third Party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided, however, that (i) Arcosa on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party contract or license or property record and (ii) Arcosa shall not advertise or make public any continued use of the “Trinity” name permitted by this Section 5.1(c) except as otherwise permitted by this Section 5.1.

Section 5.2   Auditors and Audits; Annual and Quarterly Financial Statements and Accounting.

(a) Each Party agrees that during the period ending on [•], with respect to clause (i) below and [•] with respect to clause (ii) (and with the consent of the other applicable Party, which consent shall not be unreasonably withheld or delayed, during any period of time after [•] reasonably requested by such requesting Party so long as there is a reasonable business purpose for such request) and in any event solely with respect to the preparation and audit of each of the Party’s financial statements for any of the years ended December 31, [•], the printing, filing and public dissemination of such financial statements, the audit of each Party’s internal control over financial reporting related to such financial statements and such Party’s management’s assessment thereof, and each Party’s management’s assessment of such Party’s disclosure controls and procedures related to such financial statements:

(i) Annual Financial Statements. Each Party shall provide to the other Party on a timely basis all information reasonably required to meet its schedule for the preparation, printing, filing, and public dissemination of its annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such Party, (a) its auditor’s audit report of its internal control over financial reporting and (b) management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder (such assessments and audit being referred to as the “Internal Control Audit and Management Assessments”). Without limiting the generality of the foregoing, each Party will provide all required financial and other Information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance to each other Party’s auditors with respect to information to be included or contained in such other Party’s annual financial statements and to permit such other Party’s auditors and management to complete their respective auditor’s report on Internal Control Audit and Management Assessments, to the extent applicable to such Party.

26

(ii) Access to Personnel and Records. Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective Internal Control Audit and Management Assessments.

(b) Amended Financial Reports. In the event a Party restates any of its financial statements that includes such Party’s audited or unaudited financial statements with respect to any balance sheet date or period of operation between January 1, [•] and December 31, 2018, such Party will deliver to the other Party a substantially final draft, as soon as the same is prepared, of any report to be filed by such first Party with the SEC that includes such restated audited or unaudited financial statements (the “Amended Financial Reports”); provided, however, that such first Party may continue to revise its Amended Financial Report prior to its filing thereof with the SEC, which changes will be delivered to the other Party as soon as reasonably practicable; provided, further, however, that such first Party’s financial personnel will actively consult with the other Party’s financial personnel regarding any changes which such first Party may consider making to its Amended Financial Report and related disclosures prior to the anticipated filing of such report with the SEC, with particular focus on any changes which would have an effect upon the other Party’s financial statements or related disclosures. Each Party will reasonably cooperate with, and permit and make any necessary employees available to, the other Party and the Other Parties’ Auditors, in connection with the other Party’s preparation of any Amended Financial Reports.

(c) Financials; Outside Auditors. If any Party or member of its respective Group is required, pursuant to Rule 3-09 of Regulation S-X or otherwise, to include in its Exchange Act filings audited financial statements or other information of the other Party or member of the other Party’s Group, the other Party shall use its commercially reasonable efforts (i) to provide such audited financial statements or other information, and (ii) to cause its outside auditors to consent to the inclusion of such audited financial statements or other information in the Party’s Exchange Act filings.

(d) Third Party Agreements. Nothing in this Section 5.2 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements with which such auditors are responsible for complying.

Section 5.3   No Restrictions on Corporate Opportunities.

(a) In the event that Trinity or any other member of the Trinity Group, or any director or officer of Trinity or any other member of the Trinity Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Trinity or any other member of the Trinity Group and Arcosa or any other member of the Arcosa Group, neither Trinity nor any other member of the Trinity Group, nor any director or officer of Trinity or any other member of the Trinity Group, shall have any duty to communicate or present such corporate opportunity to Arcosa or any other member of the Arcosa Group and shall not be liable to Arcosa or any other member of the Arcosa Group or to Arcosa’s stockholders for breach of any fiduciary duty as a stockholder of Arcosa or an officer or director

27

thereof by reason of the fact that Trinity or any other member of the Trinity Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity, or does not present such corporate opportunity to Arcosa or any other member of the Arcosa Group.

(b) In the event that Arcosa or any other member of the Arcosa Group, or any director or officer of Arcosa or any other member of the Arcosa Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Trinity or any other member of the Trinity Group and Arcosa or any other member of the Arcosa Group, neither Arcosa nor any other member of the Arcosa Group, nor any director or officer of Arcosa or any other member of the Arcosa Group, shall have any duty to communicate or present such corporate opportunity to Trinity or any other member of the Trinity Group and shall not be liable to Trinity or any other member of the Trinity Group or to Trinity’s stockholders for breach of any fiduciary duty as a stockholder of Trinity or an officer or director thereof by reason of the fact that Arcosa or any other member of the Arcosa Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity, or does not present such corporate opportunity to Trinity or any other member of the Trinity Group.

(c) For the purposes of this Section 5.3, “corporate opportunities” of Arcosa or any other member of the Arcosa Group shall include, but not be limited to, business opportunities that are, by their nature, in a line of business of Arcosa or any other member of the Arcosa Group, including the Arcosa Business, are of practical advantage to them and are ones in which Arcosa or any other member of the Arcosa Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Trinity or any other member of the Trinity Group or any of their officers or directors will be brought into conflict with that of Arcosa or any other member of the Arcosa Group, and “corporate opportunities” of Trinity or any other member of the Trinity Group shall include, but not be limited to, business opportunities that are, by their nature, in a line of business of Trinity or any other member of the Trinity Group, including the Trinity Business, are of practical advantage to them and are ones in which Trinity or any other member of the Trinity Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Arcosa or any other member of the Arcosa Group or any of their officers or directors will be brought into conflict with that of Trinity or any other member of the Trinity Group.

Section 5.4   Certain Non-Competition Provisions.

(a) As an essential consideration for the obligations of the Parties under this Agreement, and in contemplation of the consummation of the Separation and the Distribution, each of Trinity and Arcosa hereby agrees that, from the date hereof until the fifth (5^th) anniversary of the Distribution Date (the “Non-Compete Period”), such party shall not, and it shall cause each other member of its respective Group not to, directly or indirectly own, invest in, operate, manage, control, participate or engage in any Prohibited Business. “Prohibited Business” means (i) with respect to any member of the Trinity Group, the Arcosa Business as conducted immediately following the Effective Time; and (ii) with respect to any member of the Arcosa Group, the Trinity Business as conducted immediately following the Effective Time; provided, that nothing in this Section 5.4 shall prohibit the ownership by Trinity or Arcosa, as the case may be, or any member of its Group, of debt, equity or other class of securities of any Person that owns, invests in, operates, manages, controls, participates or engages directly or indirectly in a Prohibited Business, provided ownership of such securities (either directly, indirectly or upon conversion) is less than five percent (5%) of such class of securities of such Person. Nothing in this Section 5.4 shall prohibit the Arcosa Group or the Trinity Group from manufacturing, selling or distributing rail car parts and components except as provided on Schedule 5.4. Also, nothing in this Section 5.4 shall prohibit the Arcosa Group from manufacturing and selling in Mexico products of the type roll formed manufactured by the Formet business division of Trinity Industries de Mexico prior to the Effective Time. During the Non-Compete Period, without the prior written consent of Trinity, the Arcosa Group shall not enter into a merger, acquisition, consolidation or other business combination with another Person that engages in manufacturing and selling products of the type roll formed manufactured by the Formet business division of Trinity Industries de Mexico prior to the Effective Time.

(b) In the event that a merger, acquisition, consolidation or other business combination with another Person that directly or indirectly owns, invests in, operates, manages, controls, participates or engages

28

in a Prohibited Business results in Trinity or Arcosa, as the case may be, directly or indirectly owning, investing in, operating, managing, controlling, participating or engaging in a Prohibited Business in breach of Section 5.4(a) at the time of such transaction, the parties to such transaction shall have a period of 365 days from the date of the closing or consummation of such transaction to cure (by divestiture or otherwise, including, for the avoidance of doubt, in the event that such 365-day cure period extends beyond the expiration of the Non-Compete Period) such failure before the parties are deemed to be in breach of this Section 5.4.

(c) It is the intention of each of the Parties that if any of the restrictions or covenants contained in this Section 5.4 is held by a court of competent jurisdiction to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or is in any way construed by a court of competent jurisdiction to be too broad or to any extent invalid, such provision shall be construed and interpreted or reformed by a court of competent jurisdiction to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained in this Section 5.4) as shall be valid and enforceable under such Law. Each of Arcosa and Trinity acknowledges that any breach of the terms, conditions or covenants set forth in this Section 5.4 shall be competitively unfair and may cause irreparable damage to the other Party because of the special, unique, unusual and extraordinary character of the business of the Trinity Group and the Arcosa Group, respectively, and the recovery of damages at Law will not be an adequate remedy. Accordingly, each of the Parties agrees that for any breach of the terms, covenants or agreements of this Section 5.4, a restraining order or an injunction or both may be issued against the breaching Party, in addition to any other rights or remedies a non-breaching Party may have.

ARTICLE VI

SURVIVAL AND INDEMNIFICATION; MUTUAL RELEASES

Section 6.1   Release of Pre-Distribution Claims.

(a) Except (i) as provided in Section 6.1(c), (ii) as may otherwise be provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any Trinity Indemnified Party is entitled to indemnification pursuant to this Article VI, effective as of the Distribution, Trinity does hereby, for itself and each other member of the Trinity Group and their respective successors and assigns, and, to the extent Trinity legally may, all Persons that at any time prior or subsequent to the Distribution have been stockholders, directors, officers, members, agents or employees of Trinity or any other member of the Trinity Group (in each case, in their respective capacities as such), remise, release and forever discharge Arcosa and each member of the Arcosa Group and their respective successors and assigns from any and all Liabilities whatsoever, whether at Law or in equity, whether arising under any Contract or agreement, by operation of Law or otherwise, including for fraud, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, whether or not known as of the Distribution, including in connection with the transactions and all other activities to implement the Separation or the Distribution. Trinity shall not make, and shall not permit any other member of the Trinity Group to make, any claim or demand, or commence any Proceedings asserting any claim or demand, including any claim for indemnification, against any member of the Arcosa Group with respect to any Liabilities released pursuant to this Section 6.1(a).

(b) Except (i) as provided in Section 6.1(c), (ii) as may be otherwise provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any Arcosa Indemnified Party is entitled to indemnification pursuant to this Article VI, effective as of the Distribution, Arcosa does hereby, for itself and each other member of the Arcosa Group and their respective successors and assigns, and, to the extent Arcosa legally may, all Persons that at any time prior or subsequent to the Distribution have been stockholders, directors, officers, members, agents or employees of Arcosa or any other member of the Arcosa Group (in each case, in their respective capacities as such), remise, release and forever discharge Trinity and each member of the Trinity Group and their respective successors and assigns from any and all Liabilities whatsoever, whether at Law or in equity, whether arising under any Contract or agreement, by operation of Law or otherwise, including for fraud, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have

29

failed to occur or any conditions existing or alleged to have existed on or before the Distribution, whether or not known as of the Distribution, including in connection with the transactions and all other activities to implement the Separation or the Distribution. Arcosa shall not, and shall not permit any other member of the Arcosa Group to, make any claim or demand, or commence any Proceedings asserting any claim or demand, including any claim for indemnification, against any member of the Trinity Group with respect to any Liabilities released pursuant to this Section 6.1(b).

(c) Nothing contained in Sections 6.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any arrangement that is not to terminate as of the Distribution. Nothing contained in Sections 6.1(a) or (b) shall release any Party from:

(i) any Liability provided in or resulting from any agreement among any member of the Trinity Group and any member of the Arcosa Group that is not to terminate as of the Distribution, or any other liability that is not to terminate as of the Distribution;

(ii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand;

(iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement, including in respect of claims brought against the Parties (or members of their respective Groups) by any Third Party, which Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements;

(iv) any Liability with respect to any Continuing Arrangements or any Intergroup Indebtedness that survive the Effective Time; and

(v) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other liability of any member of any Group under, this Agreement; or

(vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 6.1; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 6.1 but for the provisions of this clause (vi).

In addition, nothing contained in Section 6.1(a) shall release any member of the Trinity Group from honoring its existing obligations to indemnify any director, officer or employee of Arcosa who was a director, officer or employee of Trinity or any of its Affiliates at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Proceeding with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Effective Time; it being understood that if the underlying obligation giving rise to such Proceedings is an Arcosa Liability, Arcosa shall indemnify Trinity for such Liability (including Trinity’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VI.

(d) At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases in form reasonably satisfactory to the other Party reflecting the provisions of this Section 6.1.

Section 6.2   Indemnification by Trinity. In addition to any other provision of this Agreement or any Ancillary Agreement requiring indemnification, except as otherwise specifically set forth in any provision of this Agreement, and subject to Section 6.11, from and after the Distribution, Trinity will indemnify, defend, release and discharge Arcosa and its Affiliates and their respective current and former directors, officers, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Arcosa Indemnified Parties,” and, together with Trinity Indemnified Parties, the “Indemnified Parties”), from and against any and all Indemnifiable Losses actually suffered or incurred by the Arcosa Indemnified Parties relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from

30

negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication) to the fullest extent permitted by applicable Law:

(a) the failure of any member of the Trinity Group or any other Person to pay, perform or otherwise promptly discharge any Trinity Liability in accordance with their respective terms, whether arising prior to, on or after the Distribution;

(b) any Trinity Liability; and

(c) any breach by any member of the Trinity Group of this Agreement or, subject to Section 6.11 hereof, any of the Ancillary Agreements, subject to any indemnification provision or any specific limitation on liability contained in any Ancillary Agreement.

Section 6.3   Indemnification by Arcosa. In addition to any other provision of this Agreement or any Ancillary Agreement requiring indemnification, except as otherwise specifically set forth in any provision of this Agreement, and subject to Section 6.11, from and after the Distribution, Arcosa shall indemnify, defend, release and discharge Trinity and its Affiliates and their respective current and former directors, officers, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Trinity Indemnified Parties”), from and against any and all Indemnifiable Losses actually suffered or incurred by the Trinity Indemnified Parties relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication) to the fullest extent permitted by applicable Law:

(a) the failure of any member of the Arcosa Group or any other Person to pay, perform or otherwise promptly discharge any Arcosa Liability in accordance with their respective terms, whether arising prior to, on or after the Distribution;

(b) any Arcosa Liability; and

(c) any breach by any member of the Arcosa Group of this Agreement or, subject to Section 6.11 hereof, any of the Ancillary Agreements, subject to any indemnification provision or any specific limitation on liability contained in any Ancillary Agreement.

Section 6.4   Procedures for Indemnification; Third Party Claims.

(a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by any Person who is not a member of the Trinity Group or the Arcosa Group, as the case may be, of any claim, or of the commencement by any such Person of any Proceedings, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 6.2 or Section 6.3, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within thirty (30) days after such Indemnified Party received notice or otherwise learned of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail, including, if known, the amount of the loss or Liability claimed or asserted by such third party for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 6.4 shall not relieve the related Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

(b) An Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice who is reasonably acceptable to the Indemnified Party if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim to the extent such Third Party Claim (x) is a Proceeding by a Governmental Authority, (y) involves an allegation of a criminal violation or (z) seeks injunctive relief against the Indemnified Party. In the event of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to the Third Party Claim, the Indemnified Party shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel reasonably acceptable to the Indemnifying Party as required by the applicable rules of professional conduct with respect to such matter. If the Indemnifying Party elects

31

to undertake any such defense at its own expense, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as are reasonably required by the Indemnifying Party. Similarly, if the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, pertinent Records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party.

(c) If, in such notice, an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 6.4(b), such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party; provided, however, that the Indemnifying Party may at any time thereafter assume the defense of such Third Party Claim upon notice to the Indemnified Party (but the reasonable cost and expense incurred by the Indemnified Party in defending such Third Party Claim until such date as the Indemnifying Party shall assume the defense of such Third Party Claim shall be paid by the Indemnifying Party).

(d) The Indemnified Party may not settle or compromise any Third Party Claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed).

(e) The Indemnifying Party shall have the right to compromise or settle a Third Party Claim the defense of which it shall have assumed pursuant to Section 6.4(b) or Section 6.4(c) and any such settlement or compromise made or caused to be made of a Third Party Claim in accordance with this Article VI shall be binding on the Indemnified Party, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third Party Claim without the written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless such settlement (A) completely and unconditionally releases the Indemnified Party in connection with such matter, (B) consists solely of monetary consideration borne by a Person other than the Indemnified Party, and (C) does not involve any admission by the Indemnified Party of any wrongdoing or violation of Law.

(f) In the event of Proceedings in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceedings as set forth in this Article VI.

(g) With respect to any Third Party Claim that implicates both the Arcosa Group and the Trinity Group in a material fashion due to the allocation of Liabilities or potential impact on the operation of the Trinity Business or Arcosa Business, responsibilities for management of defense, and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for the relevant members of the Arcosa Group and Trinity Group the attorney-client privilege, joint defense or other privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims (at such Party’s own expense).

Section 6.5   Indemnification Payments. Indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss is incurred.

Section 6.6   Survival of Indemnities. The rights and obligations of each of Trinity and Arcosa and their respective Indemnified Parties under this Article VI shall survive (i) the sale or other transfer by any Group of any

32

of its Assets or Businesses or the assignment by it of any Liabilities, and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.

Section 6.7   Indemnification Obligations Net of Insurance Proceeds and Other Amounts; Contribution.

(a) Insurance Proceeds and Other Amounts.

(i) The Parties intend that any Liability subject to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnified Party in respect of any indemnifiable Liability. Accordingly, the amount which an Indemnifying Party is required to pay to any Indemnified Party shall be reduced by any Insurance Proceeds or any other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) by or on behalf of the Indemnified Party in respect of the related Liability. If an Indemnified Party receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnified Party shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(ii) Any Indemnity Payment shall be increased as necessary so that after making all payments corresponding to Taxes imposed on or attributable to such Indemnity Payment, the Indemnified Party receives an amount equal to the sum it would have received had no such Taxes been imposed.

(b) Insurers and Other Third Parties Not Relieved. The Parties hereby agree that an insurer or other Third Party that would otherwise be obligated to pay any amount shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, and that no insurer or any other Third Party shall be entitled to a “windfall” (e.g., a benefit they would not be entitled to receive in the absence of the indemnification or release provisions) by virtue of any provision contained in this Agreement or any Ancillary Agreement. Each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to collect or recover, or allow the Indemnifying Party to collect or recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under this Article VI. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Proceeding to collect or recover Insurance Proceeds, and an Indemnified Party need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) Contribution. If the indemnification provided for in this Article VI is unavailable for any reason to an Indemnified Party in respect of any Indemnifiable Loss, then the Indemnifying Party shall, in accordance with this Section 6.7(c), contribute to the Indemnifiable Losses incurred, paid or payable by such Indemnified Party as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of Arcosa and each other member of the Arcosa Group, on the one hand, and Trinity and each other member of the Trinity Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss.

Section 6.8   Direct Claims. An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 6.4) within thirty (30) days of such determination, stating the claimed or asserted amount of the Indemnifiable Loss and method of computation thereof, if known, and

33

containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnified Party or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.

Section 6.9   Remedies Cumulative. The remedies provided in this Article VI or elsewhere in this Agreement shall be cumulative and shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies provided for in this Agreement against any Indemnifying Party; provided, however, that the procedures set forth in this Article VI shall be the exclusive procedures governing any indemnity action brought under this Agreement.

Section 6.10   Consequential Damages. EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN THIS Article VI, IN NO EVENT SHALL TRINITY, ARCOSA OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, AND IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES BASED UPON A MULTIPLE OF EARNINGS OR SIMILAR FINANCIAL MEASURE, EVEN IF UNDER APPLICABLE LAW SUCH LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE, OR SUCH DAMAGES WOULD NOT BE CONSIDERED CONSEQUENTIAL OR SPECIAL DAMAGES.

Section 6.11   Ancillary Agreements. Notwithstanding anything in this Agreement to the contrary, to the extent any Ancillary Agreement contains any specific, express indemnification obligation or contribution obligation relating to any Trinity Liability, Trinity Asset, Arcosa Liability or Arcosa Asset contributed, assumed, retained, transferred, delivered or conveyed pursuant to such Ancillary Agreement, or relating to any other specific matter, the indemnification obligations contained herein shall not apply to such Trinity Liability, Trinity Asset, Arcosa Liability or Arcosa Asset, or such other specific matter, and instead the indemnification and/or contribution obligations set forth in such Ancillary Agreement shall govern with regard to such Trinity Asset, Trinity Liability, Arcosa Asset or Arcosa Liability or any such other specific matter.

ARTICLE VII

CONFIDENTIALITY; ACCESS TO INFORMATION

Section 7.1   Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:

(a) After the Effective Time, upon the prior written request by Arcosa for specific and identified Information which relates to (i) any member of the Arcosa Group or the conduct of the Arcosa Business (including Arcosa Assets and Arcosa Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Trinity shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Arcosa has a reasonable need for such originals) in the possession or control of Trinity or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Arcosa Group.

(b) After the Effective Time, upon the prior written request by Trinity for specific and identified Information which relates to (i) any member of the Trinity Group or the conduct of the Trinity Business (including Trinity Assets and Trinity Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Arcosa shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Trinity has a reasonable need for such originals) in the possession or control of Arcosa or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Trinity Group.

34

Section 7.2   Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII, from and after the Effective Time, each of Trinity and Arcosa shall afford to the other and its authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate notice and restrictions for classified, privileged or confidential information and to the requirements of any applicable Law, to the personnel, properties, and Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party, and only for the duration such access is required, and relates to (a) such other Party or the conduct of its business prior to the Effective Time or (b) any Ancillary Agreement; provided, however, in the event that a Party determines that any such access or the provision of any such information (including information requested under Section 5.2 or Section 7.1) would be commercially detrimental in any material respect, violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures (and, to the extent applicable, shall use commercially reasonable efforts to obtain the Consent from any Third Party required to make such disclosure without violating a Contract with a Third Party) to permit compliance with such information request in a manner that avoids any such harm, violation or consequence. Each of Trinity and Arcosa shall inform their respective officers, directors, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to Section 5.2 or this Article VII of their obligation to hold such information confidential in accordance with the provisions of this Agreement.

Section 7.3   Witness Services. At all times from and after the Effective Time, each of Trinity and Arcosa shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees, consultants, and agents (taking into account the business demands of such individuals) as witnesses to the extent that (a) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Proceeding in which the requesting Party may from time to time be involved (except for claims, demands or Proceedings in which one or more members of one Group is adverse to one or more members of the other Group) and (b) there is no conflict in the Proceeding between the requesting Party and the other Party.

Section 7.4   Cooperation. At all times from and after the Effective Time, except for any Proceeding (or any threatened Proceeding) in which one or more members of one Group is adverse to one or more members of the other Group, or in which there is otherwise a conflict between one or more members of one Group and one or more members of the other Group (each of which shall be governed by such discovery rules as may be applicable thereto), each of Trinity and Arcosa shall cooperate and consult in good faith as reasonably requested in writing by the other Party with respect to the prosecution or defense of any Proceeding (or any audit or any other legal requirement) in which the requesting Party may from time to time be involved, regardless of whether relating to events that took place prior to, on or after the date of Separation or whether relating to this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby or otherwise. Notwithstanding the foregoing, this Section 7.4 does not require a Party to take any step that would materially interfere, or that it reasonably determines could materially interfere, with its business. The requesting Party agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, incurred in connection with a request under this Section 7.4.

Section 7.5   Confidentiality.

(a) Notwithstanding any termination of this Agreement, from and after the Effective Time until the date that is five (5) years after the date of termination of the Agreement, the Parties shall hold, and shall cause each of their respective Subsidiaries to hold, and shall each cause their respective officers, directors, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release or use, for any ongoing or future commercial purpose, without the prior written consent of the other Party, any and all Confidential Information concerning the other Party (and the members of its respective Group and Business); provided, however, that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or

35

any of their respective Subsidiaries are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, (iii) as necessary in order to permit a Party to prepare and disclose its financial statements, or other required disclosures, or (iv) in the event Trinity determines in its sole discretion that disclosure of Confidential Information to a government enforcement agency is in the best interest of Trinity or any member of the Trinity Group; provided, further, that each Party (and members of its Group as necessary) may use, or may permit use of, Confidential Information of the other Party in connection with such first Party performing its obligations, or exercising its rights, under this Agreement or any Ancillary Agreement. Notwithstanding the foregoing, (A) in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, each Party, as applicable, shall promptly notify the other Party of the existence of such request or demand and shall provide the other Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Parties will cooperate in obtaining, and (B) in the event Trinity determines to disclose Confidential Information to a government enforcement agency pursuant to clause (iv) above, and such Confidential Information to be disclosed relates in whole or in part to Arcosa or any member of the Arcosa Group, then Trinity shall provide Arcosa with reasonable advance written notice prior to such disclosure. In the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the other applicable Party or Parties to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such portion of such Confidential Information.

(b) Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that Trinity exercises and applies to its confidential and proprietary information pursuant to Trinity’s policies and procedures in effect as of the Effective Time and (ii) confidentiality obligations provided for in any Contract between each Party or its Subsidiaries and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other Party as of the Effective Time may continue to be used by such Party in possession of the Confidential Information in and only in (and only to the extent reasonably necessary to) the operation of the Arcosa Business (in the case of the Arcosa Group) or the Trinity Business (in the case of the Trinity Group); provided, however, such Confidential Information may be used only so long as the Confidential Information is maintained in confidence in accordance with, and not disclosed in violation of, Section 7.5(a).

(c) Each Party acknowledges that it and the other members of its Group may have in their possession confidential or proprietary information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Party prior to the Effective Time. Such Party will hold, and will cause the other members of its Group and their respective representatives to hold, in strict confidence the confidential and proprietary information of Third Parties to which they or any other member of their respective Groups has access, in accordance with the terms of any Contracts entered into prior to the Effective Time between one or more members of the such Party’s Group (whether acting through, on behalf of, or in connection with, the separated Businesses) and such Third Parties.

(d) Upon the written request of a Party, the other Party shall take commercially reasonable actions to promptly (i) deliver to such requesting Party all original Confidential Information (whether written or electronic) concerning such requesting Party and/or its Subsidiaries, and (ii) if specifically requested by such requesting Party, destroy any copies of such Confidential Information (including any extracts therefrom); provided, however, that the receiving Party may retain an archival copy of the Confidential Information, to the extent necessary to comply with applicable Law or such Party’s retention or archival policies. Upon the written request of such requesting Party, the other Party shall cause one of its duly authorized officers to certify in writing to such requesting Party that the requirements of the preceding sentence have been satisfied in full.

36

Section 7.6   Privileged Matters.

(a) Pre-Separation Services. The Parties recognize that legal and other professional services (including, but not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel) that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Trinity Group and the Arcosa Group, and that each of the members of the Trinity Group and the Arcosa Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges which may be asserted under applicable Law; provided, however, that members of the Arcosa Group shall not be deemed the client with respect to pre-separation services that relate solely to the Trinity Business, and members of the Arcosa Group may not assert privilege with respect to pre-separation services that relate solely to the Trinity Business.

(b) Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Effective Time which will be rendered solely for the benefit of Trinity or Arcosa or their successors or assigns, as the case may be. With respect to such post-separation services, the Parties agree as follows:

(i) Trinity shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Trinity Business, whether or not the privileged information is in the possession of or under the control of Trinity or Arcosa. Trinity shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Trinity Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Trinity, whether or not the privileged information is in the possession of or under the control of Trinity or Arcosa or their successors or assigns; and

(ii) Arcosa shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Arcosa Business, whether or not the privileged information is in the possession of or under the control of Trinity or Arcosa or their successors or assigns. Arcosa shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Arcosa Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Arcosa, whether or not the privileged information is in the possession of or under the control of Trinity or Arcosa or their successors or assigns.

(c) The Parties agree that they shall have a shared privilege, subject to the restrictions in this Section 7.6, with respect to all privileges not allocated pursuant to the terms of Section 7.6(a) or Section 7.6(b) and all privileges relating to any Proceedings or other matters which involve both Trinity and Arcosa (or one or more members of their respective Groups) in respect of which both Parties retain any responsibility or Liability under this Agreement.

(d) No Party may disclose to any Third Party any privileged communications that could be withheld under any applicable Law, and in which any other Party has a shared privilege, without the consent of the other Party, which shall not be unreasonably withheld or delayed or as provided in clause (e) or (f) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within twenty (20) days after notice upon the other Party requesting such consent. Notwithstanding the foregoing, in the event Trinity determines, in its sole discretion, that waiver of a shared privilege for purposes of disclosing information to a government enforcement agency is in the best interest of Trinity or any member of the Trinity Group, Trinity shall have the right to waive any shared privilege without the consent of Arcosa or any member of the Arcosa Group. In the event Trinity intends to waive any shared privilege, Trinity shall give reasonable advance written notice of its intent to waive the shared privilege to Arcosa. No restriction contained in Section 7.4 or Section 7.6(g) shall limit in any way Trinity’s right to waive any shared privilege pursuant to this Section 7.6(d).

37

(e) In the event of any litigation, arbitration or dispute between or among any of the Parties, or any members of their respective Groups, either such Party may disclose privileged communications to the other Party or member of such Party’s Group so long as the privileged communications are subject to a shared privilege among or between the Parties; provided, however, that such disclosure of a shared privilege shall be effective only as to the use of information with respect to the litigation, arbitration or dispute between the relevant Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to third parties.

(f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate and shall endeavor to minimize any prejudice to the rights of the other Parties, and shall not unreasonably withhold consent to any request for waiver by another Party. Each Party specifically agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests.

(g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former directors, officers, consultants, agents or employees have received any subpoena, discovery or other requests which arguably calls for the production or disclosure of such privileged information, such Party shall promptly notify the other Party or Parties of the existence of the request and shall provide the other Party or Parties a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 7.6 or otherwise to prevent the production or disclosure of such privileged information.

(h) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Trinity and Arcosa, as set forth in Section 7.5 and this Section 7.6, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Section 7.1 and Section 7.2 hereof, the agreement to provide witnesses and individuals pursuant to Section 7.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by this Section 7.6, and the transfer of privileged information between and among the Parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Section 7.7   Ownership of Information. Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VII or Section 5.2 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.

Section 7.8   Other Agreements. The rights and obligations granted under this Article VII are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of information, or privileged matter with respect thereto, set forth in any Ancillary Agreement.

Section 7.9   Compensation for Providing Information. A Party requesting Information pursuant to this Article VII agrees to reimburse the providing Party for the reasonable out-of-pocket expenses, if any, of gathering, copying and otherwise complying with respect to such Information (including any reasonable costs and expenses incurred in any review of Information for purposes of protecting any privilege thereunder or any other restrictions on the disclosure of such Information); provided, however, that each Party shall be responsible for its own attorneys’ fees and expenses incurred in connection therewith.

ARTICLE VIII

DISPUTE RESOLUTION

Section 8.1   Negotiation.

(a) In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or any Ancillary Agreement (unless such Ancillary Agreement expressly provides that disputes thereunder

38

will not be subject to the resolution procedures set forth in this Article VIII) or otherwise arising out of, or in any way related to this Agreement or any such Ancillary Agreement or the transactions contemplated hereby or thereby, including any claim based on Contract, tort, Law or constitution (but excluding any controversy, dispute or claim arising out of any Contract with a Third Party if such Third Party is a necessary party to such controversy, dispute or claim) (collectively, “Agreement Disputes”), a Party must provide written notice of such Agreement Dispute (“Dispute Notice”). Within thirty (30) days of receipt by a Party of a Dispute Notice, the receiving Party shall submit to the other Party a written response. The Dispute Notice and the response shall each include a statement of the Party’s position, a general summary of the arguments (including relevant facts and circumstances) supporting that position, the name and title of the Party’s representatives who will represent the Party and any other person(s) in negotiation of the Agreement Dispute. The Parties agree to negotiate in good faith to resolve any noticed Agreement Dispute. If the Parties are unable for any reason to resolve an Agreement Dispute within forty-five (45) days from the time of receipt of the response to the Dispute Notice and the forty-five (45) day period is not extended by mutual written consent, then the Chief Executive Officers of the Parties shall enter into negotiations for a reasonable period of time to settle such Agreement Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed sixty (60) days from the 45^th day noted above, if and as extended by mutual agreement of the Parties.

(b) Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, in the event of any Agreement Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 8.1, (i) the relevant Parties shall not assert the defenses of statute of limitations and laches with respect to the period beginning after the date of receipt of the Dispute Notice, and (ii) any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall be tolled by the submittal of a Dispute Notice. All things said or disclosed, and any document produced, in the course of any negotiations, conferences and discussions in connection with efforts to settle an Agreement Dispute that is not otherwise independently discoverable shall not be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or other proceeding, but shall be considered as to have been said, disclosed or produced for settlement purposes.

Section 8.2   Mediation. Any Agreement Dispute not resolved pursuant to Section 8.1 shall, at the written request of a Party (a “Mediation Notice”), be submitted to nonbinding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“CPR”) Mediation Procedure, except as modified herein. The mediation shall be held in Dallas, Texas. The Parties shall have twenty (20) days from receipt by a Party of a Mediation Notice to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a party of a Mediation Notice, then a Party may request (on written notice to the other Party), that CPR appoint a mediator in accordance with the CPR Mediation Procedure. All mediation pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable written notice of the intended disclosure and afford the other Party a reasonable opportunity to protect its interests.

Section 8.3   Arbitration. If the Agreement Dispute has not been resolved for any reason within sixty (60) days of the appointment of a mediator in accordance with Section 8.2, or within ninety (90) days after receipt by a Party of a Mediation Notice (whichever occurs sooner), or within such longer period as the Parties may agree in writing, then such Agreement Dispute (i) shall, if the amount disputed in good faith is less than $25,000,000, or (ii) may (by mutual written agreement between the Parties) if the amount disputed in good faith is equal to or greater than $25,000,000, be exclusively and finally determined, at the request of any relevant Party, by arbitration (by an arbitral

39

tribunal as provided for in Section 8.4) conducted where the Parties agree it would be most convenient, and in the absence of agreement in Dallas, Texas, before and in accordance with the American Arbitration Association (“AAA”) Commercial Arbitration Rules then currently in effect, except as modified herein (the “Rules”).

Section 8.4   Selection of Arbitrators. There shall be three arbitrators. Each Party shall appoint an arbitrator within twenty (20) days of a Party’s receipt of a Party’s demand for arbitration. The two Party-appointed arbitrators shall have twenty (20) days from the appointment of the second arbitrator to agree on a third arbitrator who shall chair the arbitral tribunal. Any arbitrator not timely appointed by the Parties shall be appointed by the AAA in accordance with the listing and ranking method in the Rules, and in any such procedure, each Party shall be given a limited number of strikes, excluding strikes for cause. If any appointed arbitrator declines, resigns, becomes incapacitated, or otherwise refuses or fails to serve or to continue to serve as an arbitrator, the Party or arbitrators entitled to appoint such arbitrator shall promptly appoint a successor. In the event that an arbitrator is objected to, the AAA shall decide whether such objection is valid and whether the challenged arbitrator shall be removed. Any controversy concerning the jurisdiction of the arbitrators, whether the subject matter of an Agreement Dispute is suitable for resolution by arbitration, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article VIII shall be determined by the arbitrators.

Section 8.5   Arbitration Procedures. Any hearing to be conducted shall be held no later than 180 days following appointment of the arbitrators or as soon thereafter as practicable.

Section 8.6   Discovery. The arbitrators, consistent with the expedited nature of arbitration, shall permit limited discovery only of documents directly related to the issues in dispute. There shall be no more than three depositions per party of no more than 8 hours each. Notwithstanding the foregoing, each Party will, upon the written request of the other Party, promptly provide the other with copies of documents on which the producing Party may rely in support of a claim or defense or which are relevant to the issues raised in the Agreement Dispute. All discovery, if any, shall be completed within 90 days following the appointment of the arbitrators or as soon thereafter as practicable. Adherence to formal rules of evidence shall not be required and the arbitrators shall consider any evidence and testimony that the arbitrators determine to be relevant, in accordance with the Rules and procedures that the arbitrators determine to be appropriate. In resolving any Agreement Dispute, the Parties intend that the arbitrators shall apply the substantive Laws of the State of Delaware, without regard to any choice of law principles thereof that would mandate the application of the Laws of another jurisdiction. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrators shall be final and binding on the Parties. The Parties agree to comply and cause the members of their applicable Group to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction.

Section 8.7   Confidentiality of Proceedings. Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the relevant Parties or permitted by this Agreement or as may be required by law or any regulatory authority, the relevant Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to the arbitration or the award. The arbitral award shall be confidential; provided, however, that such award may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce this agreement to arbitrate or any arbitral award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law or regulatory authority.

Section 8.8   Pre-Hearing Procedure and Disposition. Nothing contained herein is intended to or shall be construed to prevent any Party, from applying to any court of competent jurisdiction for injunctive or other similar equitable relief in connection with the subject matter of any Agreement Disputes, including to compel a party to arbitrate any Agreement Dispute, to prevent irreparable harm prior to the appointment of the arbitral tribunal or to require witnesses to obey subpoenas issued by the arbitrators. Without prejudice to such equitable remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect. The Parties agree to accept and honor any orders relating to interim or provisional remedies that are issued by the arbitrators and agree that any such interim order or remedy may be enforced, as necessary, in any court of competent jurisdiction.

40

Section 8.9   Continuity of Service and Performance. During the course of resolving an Agreement Dispute pursuant to the provisions of this Article VIII, the Parties will continue to provide all other services and honor all other commitments under this Agreement and each Ancillary Agreement with respect to all matters not the subject of the Agreement Dispute in arbitration.

Section 8.10   Awards. The arbitrators shall make an award and issue a reasoned opinion in writing setting forth the basis for such award within 30 days following the close of the hearing on the merits, or a soon thereafter as practicable. The arbitrators shall be entitled, if appropriate, to award any remedy in such proceedings that is permitted under this Agreement and applicable Law, including monetary damages, specific performance and other forms of legal and equitable relief. The Parties hereby waive any claim to exemplary, punitive, multiple or similar damages in excess of compensatory damages, attorneys’ fees, costs and expenses of arbitration, except as may be expressly required by statute or as necessary to indemnify a Party for a Third Party Claim and the arbitrators are not empowered to and shall not award such damages. Any final award must provide that the party against whom an award is issued shall comply with the order within a specified period of time, not to exceed 30 days.

Section 8.11   Costs. Provided the amount in dispute is less than $25,000,000, if any Party attempts, unsuccessfully, to prevent an Agreement Dispute from being arbitrated such Party shall reimburse the prevailing party for all costs incurred in compelling arbitration. Except as otherwise may be provided in any Ancillary Agreement, the costs of arbitration pursuant to this Article VIII shall be borne by the non-prevailing Party as determined by the arbitrator.

Section 8.12   Adherence to Time Limits. In accepting appointment, each of the arbitrators shall commit that his or her schedule permits him or her to devote the reasonably necessary time and attention to the arbitration proceedings and to resolving the Agreement Dispute within the time periods set by this Agreement and by the Rules. Any time limits set out in this Article VIII or in the Rules may be modified upon written agreement of the Parties and the arbitrators or by order of the arbitrators for good cause shown. Any failure of the arbitrators to comply with such time limits or to render a final award within the time specified shall not impair the validity of the award or cause the award to be void or voidable, nor shall it be a basis for challenge of the validity or enforceability of the award or of the arbitration proceedings.

ARTICLE IX

INSURANCE

Section 9.1   General Liability Policies to be Maintained by Arcosa. Arcosa agrees and covenants (on its own behalf and on behalf of each other member of the Arcosa Group) that it will procure and maintain at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, annual occurrence-based primary, umbrella and excess liability insurance policies issued by insurers with an A.M. Best Company rating of “A” or better or Lloyds rating equivalent and naming Trinity and its subsidiaries and affiliates, as now or hereafter constituted (the “Trinity Insureds”), as additional insureds (together, the “Arcosa General Liability Policies”). The Arcosa General Liability Policies shall provide such additional insured coverage using ISO Forms CG 20 10 10 01 and CG 20 37 10 01 or substantially similar terms granting additional insured coverage for ongoing and completed operations of the named insured without reference to an extrinsic written agreement. Such primary policies shall provide no less than $2 million in per occurrence and $4 million in aggregate annual limits. If such primary policies are subject to a self-insured retention, as distinct from a deductible, such primary policies shall be subject to a per occurrence self-insured retention of no more than $2 million and an aggregate retention of no more than $4 million without Trinity’s written consent, which consent shall not be unreasonably withheld. Such excess and umbrella policies shall attach immediately above such primary policies and shall provide no less than $100 million in annual limits. The Arcosa General Liability Policies shall otherwise provide coverage with terms and conditions at least as favorable as Trinity’s primary umbrella and excess liability policies in place as of the Effective Time. It is the intention of the Parties that the Arcosa General Liability Policies shall act as primary insurance with respect to any claims asserted against Trinity and/or Arcosa that arise out of the Arcosa Liabilities with an occurrence date after the Effective Time, and the Arcosa General Liability Policies shall expressly provide that they act as primary insurance with respect to any such claims. The Arcosa General Liability Policies shall provide that such policies shall not be canceled without first giving thirty (30) days prior written notice thereof to Trinity. Within thirty (30) days of the Effective Time and annually thereafter, Arcosa will provide Trinity with certificates of insurance evidencing compliance with this Section 9.1 (including evidence of renewal of insurance) signed by authorized representatives of the respective carrier(s). Upon Trinity’s request, Arcosa will provide Trinity reasonable access to all insurance documents for purposes of

41

verifying Arcosa’s compliance with this Section 9.1. The Arcosa General Liability Policies shall include full waivers of subrogation in favor of Trinity and its subsidiaries and affiliates and each of their respective officers, directors, agents, servants, and employees. In the event of a claim, occurrence or suit relating to any Trinity Insured and arising out of the Arcosa Liabilities, Arcosa will cooperate with Trinity in the provision of notice and the pursuit of coverage under the Arcosa General Liability Policies.

Section 9.2   General Liability Policies to be Maintained by Trinity. Trinity agrees and covenants (on its own behalf and on behalf of each other member of the Trinity Group) that it will procure and maintain at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, annual occurrence-based primary, umbrella and excess liability insurance policies issued by insurers with an A.M. Best Company credit rating of “A” or better or Lloyds rating equivalent and naming Arcosa and its subsidiaries and affiliates, as now or hereafter constituted (the “Arcosa Insureds”), as additional insureds (together, the “Trinity General Liability Policies”). The Trinity General Liability Policies shall provide such additional insured coverage using ISO Forms CG 20 10 10 01 and CG 20 37 10 01 or substantially similar terms granting additional insured coverage for ongoing and completed operations of the named insured without reference to an extrinsic written agreement. Such primary policies shall provide no less than $2 million in per occurrence and $4 million in aggregate annual limits. If such primary policies are subject to a self-insured retention, as distinct from a deductible, such primary policies shall be subject to a per occurrence self-insured retention of no more than $2 million and an aggregate retention of no more than $4 million without Arcosa’s written consent, which consent shall not be unreasonably withheld. Such excess and umbrella policies shall attach immediately above such primary policies and shall provide no less than $100 million in annual limits. The Trinity General Liability Policies shall otherwise provide coverage with terms and conditions at least as favorable as Trinity’s primary umbrella and excess liability policies in place as of the Effective Time. It is the intention of the Parties that the Trinity General Liability Policies shall act as primary insurance with respect to any claims asserted against Trinity and/or Arcosa that arise out of the Trinity Liabilities with an occurrence date after the Effective Time, and the Trinity General Liability Policies shall expressly provide that they act as primary insurance with respect to any such claims. The Trinity General Liability Policies shall provide that such policies shall not be canceled without first giving thirty (30) days prior written notice thereof to Arcosa. Within thirty (30) days of the Effective Time and annually thereafter, Trinity will provide Arcosa with certificates of insurance evidencing compliance with this Section 9.2 (including evidence of renewal of insurance) signed by authorized representatives of the respective carrier(s). Upon Arcosa’s request, Trinity will provide Arcosa reasonable access to all insurance documents for purposes of verifying Trinity’s compliance with this Section 9.2. The Trinity General Liability Policies shall include full waivers of subrogation in favor of Arcosa and its subsidiaries and affiliates and each of their respective officers, directors, agents, servants, and employees. In the event of a claim, occurrence or suit relating to any Arcosa Insured and arising out of the Trinity Liabilities, Trinity will cooperate with Arcosa in the provision of notice and the pursuit of coverage under the Trinity General Liability Policies.

Section 9.3   Policies and Allocation of Related Rights and Obligations. Arcosa acknowledges and agrees (on its own behalf and on behalf of each other member of the Arcosa Group) that (i) neither Arcosa nor any other member of the Arcosa Group has any rights to or under any insurance policy issued to Trinity after the Effective Time, except as expressly provided in this Article IX and (ii) nothing in this Article IX shall be deemed to constitute (or to reflect) an assignment of any rights to or under any Third Party Shared Policy.

Section 9.4   First-Party Policies. Arcosa agrees and covenants (on its own behalf and on behalf of each other member of the Arcosa Group) that as of the Effective Time it will procure and maintain at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, reasonable and appropriate commercial property policies and related coverages insuring the Arcosa Assets made the subject of this Agreement. The Arcosa Group, whether collectively or individually, shall not be named as an insured, additional insured or loss payee under any first-party commercial property policies issued to Trinity after the Effective Time.

Section 9.5   Claims-Made Liability Policies. Arcosa agrees and covenants (on its own behalf and on behalf of each other member of the Arcosa Group) that as of the Effective Time it will procure and maintain at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, claims-made liability policies reasonable and appropriate to the Arcosa Business, including directors’ and officers’ liability and fiduciary liability policies with commercially reasonable terms and limits. Neither the Arcosa Group, nor the Arcosa Indemnified Parties, whether collectively or individually, shall be named as insured or additional insured for conduct occurring after the Effective Time under any claims-made policy issued to Trinity.

42

Section 9.6   Crime/Fidelity Bonds. Arcosa agrees and covenants (on its own behalf and on behalf of each other member of the Arcosa Group) that as of the Effective Time it will procure and maintain at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, commercial crime policies or fidelity bonds reasonable and appropriate to the Arcosa Business. The Arcosa Group shall not be insured under any commercial crime policies or fidelity bonds issued to Trinity after the Effective Time.

Section 9.7   Occurrence Liability Policies. As of the Effective Time, and subject to the requirements of Section 9.1, Arcosa shall procure and maintain primary, umbrella and excess occurrence-based liability policies reasonable and appropriate to the Arcosa Business, including commercial general liability, worker’s compensation, employer’s liability, products liability and automobile liability coverage with commercially reasonable terms and limits. Except as provided in Section 9.2, neither the Arcosa Group, nor the Arcosa Indemnified Parties, whether collectively or individually, shall be named as insured or additional insured under any occurrence-based liability policies issued to Trinity after the Effective Time, including any commercial general liability, worker’s compensation, employer’s liability, products liability and automobile liability policies, whether primary, umbrella or excess.

Section 9.8   Third Party Shared Policies.

(a) With respect to Third Party Shared Policies for claims that arise out of insured events, including an accident, illness, disease, occurrence or offense, taking place in whole and/or in part prior to the Effective Time, to the extent reasonably possible, Trinity will, or will cause the members of the Trinity Group that are insured thereunder and applicable insurance companies to (i) continue to provide Arcosa and any other member of the Arcosa Group with access to and coverage under the applicable Third Party Shared Policies, and (ii) reasonably cooperate with Arcosa and take commercially reasonable actions as may be necessary or advisable to assist Arcosa in submitting such claims under the applicable Third Party Shared Policies; provided, however, that Arcosa shall be responsible for any and all applicable deductibles, self-insured retentions, retrospective premiums, claims-handling charges, co-payments or any other charge or fee legally due and owing relating to such claims, and neither Trinity, any member of the Trinity Group, nor the insurance company shall be required to maintain such Third Party Shared Policies beyond their current terms. For the avoidance of doubt, for any portion of an insured event taking place after the Effective Time, no payment for any damages, costs of defense, or other sums with respect to such claim shall be available to Arcosa under such Third Party Shared Policies.

(b) With respect to all Third Party Shared Policies, Arcosa agrees and covenants (on behalf of itself and each other member of the Arcosa Group, and each other Affiliate of Arcosa) not to make any claim or assert any rights against Trinity and any other member of the Trinity Group, or the unaffiliated Third Party insurers of such Third Party Shared Policies, except as expressly provided under this Section 9.8.

Section 9.9   Administration of Claims; Other Matters.

(a) Administration. With respect to (1) all claims under any Trinity insurance policies existing prior to the Effective Time and relating to the Arcosa Business; and (2) claims under any Third Party Shared Policies, from and after the Effective Time, Trinity or a member of the Trinity Group shall be responsible for the Insurance Administration and Claims Administration of such claims; provided, however, that the retention of such administrative responsibilities by Trinity or a member of the Trinity Group is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Third Party Shared Policies as contemplated by the terms of this Agreement; provided, further, that the retention of such administrative responsibilities by Trinity or a member of the Trinity Group shall not relieve the Person submitting any Insured Claim of the responsibility for reporting such Insured Claim accurately, completely and in a timely manner. At its discretion, and in accordance with the terms of the Third Party Shared Policies, Trinity may discharge its administrative responsibilities with respect to such Third Party Shared Policies by contracting for the provision of administrative services to any unaffiliated Person, including, after the Effective Time, Arcosa or any of its Affiliates. Trinity will use its commercially reasonable efforts to notify the appropriate member of the Arcosa Group of any such discharge. Arcosa shall reimburse Trinity for any costs incurred by Trinity related to Insurance Administration and Claims Administration to the extent such costs (which include defense, out-of-pocket expenses, and direct and indirect costs of employees or agents of Trinity providing the administrative services) are (i) not

43

covered or paid under the Third Party Shared Policies, including as a result of any deductible or self-insured retention under the Third Party Shared Policies, and (ii) related to Arcosa Liabilities. Trinity or any member of the Trinity Group shall not settle any Insured Claim of Arcosa or any member of Arcosa Group under the Third Party Shared Policies without first obtaining the approval of Arcosa or such member of Arcosa Group. Such approval shall not be unreasonably withheld, delayed or conditioned.

(b) Access To Policy Limits.

(i) Where Arcosa Liabilities are specifically covered under a Third Party Shared Policy for periods prior to the Effective Time, or where such Third Party Shared Policy covers claims made after the Effective Time with respect to an insured event taking place prior to the Effective Time, then from and after the Effective Time, Arcosa may claim coverage for Insured Claims under such Third Party Shared Policy as and to the extent that such insurance is available up to the full extent of the available applicable limits of such Third Party Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 9.9(d)), subject to the terms of this Section 9.9.

(ii) Where Trinity Liabilities are specifically covered under a Third Party Shared Policy for periods prior to the Effective Time, or where such Third Party Shared Policy covers claims made after the Effective Time with respect to an insured event taking place prior to the Effective Time, then from and after the Effective Time, Trinity may claim coverage for Insured Claims under such Third Party Shared Policy as and to the extent that such insurance is available up to the full extent of the available applicable limits of such Third Party Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 9.9(d)), subject to the terms of this Section 9.9.

(c) Claims Not Reimbursed. Except as set forth in this Section 9.9, Trinity and Arcosa shall not be liable to one another (nor shall any member of the Trinity Group be liable to any member of the Arcosa Group) for claims, or portions of claims, not reimbursed by insurers under any Third Party Shared Policy for any reason, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of any insurance carrier(s), Third Party Shared Policy limitations or restrictions, any coverage disputes, any failure to timely file a claim by Trinity or Arcosa (or any of the members of their respective Groups), or any defect in such claim or its processing. The liability of Trinity and Arcosa to one another for such claims is expressly limited to the amount of Insurance Proceeds received with respect to such claims and allocated to the respective Parties in accordance with Section 9.9(d) and Section 9.9(e). It is expressly understood that the foregoing provisions in this Section 9.9(c) shall not limit any Party’s liability to any other Party for indemnification pursuant to Article VI.

(d) Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared Policy, and Trinity shall thereafter administer the Third Party Shared Policies, as appropriate, by retaining the Insurance Proceeds with respect to Trinity Liabilities, and by paying the Insurance Proceeds to Arcosa with respect to Arcosa Liabilities. In the event that the aggregate limits on any Third Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by the Parties or members of their respective Groups, the Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which would have been covered under such Third Party Shared Policy without regard to the limits of such Third Party Shared Policy, and any Party who has received Insurance Proceeds in excess of such Party’s respective percentage of Insurance Proceeds shall pay to the other Party the appropriate amount so that each Party will have received its respective percentage of Insurance Proceeds pursuant hereto. Each of the Parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, in respect of an Insured Claim to the extent

44

coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

(e) Allocation of Deductibles. In the event that the Parties or members of their respective Groups have bona fide claims under any Third Party Shared Policy arising from the same occurrence and for which a deductible is payable, the Parties agree that the aggregate amount of the deductible paid shall be borne by the Parties in the same proportion which the Insurance Proceeds received by each such Party bears to the total Insurance Proceeds received under the applicable Third Party Shared Policy pursuant to Section 9.9(d), and any Party who has paid more than such allocable share of the deductible shall be entitled to receive from the other Party an appropriate amount so that each Party has borne its allocable share of the deductible pursuant hereto.

Section 9.10   Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of more than one of the Parties exist relating to the same events or related events, to the extent reasonably possible, the Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article IX shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of Law or otherwise.

Section 9.11   Cooperation. The Parties agree to use (and cause the members in their respective Groups to use) their commercially reasonable efforts to cooperate with respect to the various insurance matters contemplated by this Article IX.

Section 9.12   Miscellaneous. Nothing in this Agreement shall be deemed to restrict Arcosa or Trinity, or any members of their respective Groups, from acquiring at its own expense any insurance policy in respect of any Liabilities or covering any period. Except as otherwise provided in this Agreement, from and after the Effective Time, Arcosa and Trinity shall be responsible for obtaining and maintaining their respective insurance programs for their respective risk of loss and such insurance arrangements shall be separate programs apart from each other, and each of Arcosa and Trinity shall be responsible for all aspects of its own such insurance program. Notwithstanding Section 9.1, Arcosa acknowledges and agrees (on its own behalf and on behalf of each other member of the Arcosa Group) that Trinity has provided to Arcosa prior to the Effective Time all information necessary for Arcosa or the appropriate member of the Arcosa Group to obtain such insurance policies and insurance programs as Arcosa or the appropriate member of the Arcosa Group, in its sole judgment and discretion, deems necessary to cover any and all risk of loss related to the Arcosa Business.

ARTICLE X

MISCELLANEOUS

Section 10.1   Complete Agreement. This Agreement, including the exhibits and schedules attached hereto, and the Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any Schedule, the terms and conditions of such Schedule shall control. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control; provided, however, except as set forth on Schedule 10.1, that in relation to (a) any matters concerning Taxes, the Tax Matters Agreement shall prevail over this Agreement and any other Ancillary Agreement, (b) any matters governed by the Employee Matters Agreement, the Employee Matters Agreement shall prevail over this Agreement or any other Ancillary Agreement, (c) the provision of support and other services after the Effective Time by the Arcosa Group to the Trinity Group, and vice versa, the Transition Services Agreement shall prevail over this Agreement or any other Ancillary Agreement and (d) any matters governed by the Intellectual Property Matters Agreement, the Intellectual Property Matters Agreement shall prevail over this Agreement or any other Ancillary Agreement. It is the intention of the Parties that the Transfer Documents shall be consistent with the terms of this Agreement and the other Ancillary Agreements. The Parties agree that the Transfer Documents are not intended and shall not be considered in any way to enhance, modify or decrease any of the rights or obligations of Trinity, Arcosa or any member of their respective Groups from those contained in this Agreement and the other Ancillary Agreements.

45

Section 10.2   Ancillary Agreements. Notwithstanding anything to the contrary contained in this Agreement, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements (excluding the Transfer Documents).

Section 10.3   Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and, except as otherwise expressly provided in Section 1.3, shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 10.4   Survival of Agreements. Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 10.5   Costs and Expenses; Payment.

(a) Except as expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, Trinity shall bear all direct and indirect costs and expenses of any member of the Arcosa Group or Trinity Group incurred on or prior to the Effective Time, in connection with the preparation, execution, delivery and implementation of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby; provided, that, except as otherwise expressly provided in this Agreement or any Ancillary Agreement, from and after the Distribution, each Party shall bear its own direct and indirect costs and expenses related to its performance of this Agreement or any Ancillary Agreement. Except as expressly provided in this Agreement or any Ancillary Agreement, any amount payable pursuant to this Agreement or any Ancillary Agreement by one party (or any member of such party’s Group) shall be paid within 30 days after presentation of an invoice or a written demand by the party entitled to receive such payments. Such demand shall include documentation setting forth the basis for the amount payable.

(b) With respect to any expenses incurred pursuant to a request for further assurances granted under Section 2.9, the Parties agree that any and all fees and expenses incurred by either Party shall be borne and paid by the requesting Party; it being understood that no Party shall be obliged to incur any Third Party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the prior written approval of the requesting Party; notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries of personnel). With respect to any fees, costs and expenses incurred by either Party in satisfying its obligations under Section 5.2, the requesting Party shall be responsible for the other Party’s fees, costs and expenses; notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries and benefits of personnel).

Section 10.6   Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements, as between the Parties, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.6):

If to Trinity:

Trinity Industries, Inc.
2525 N. Stemmons Freeway
Dallas, Texas 75207-2401
Attn: [   ]

46

If to Arcosa:

Arcosa, Inc.
[   ]
[   ]
Attn: [   ]

Section 10.7   Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 10.8   Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 10.9   No Assignment; Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party to this Agreement, which such Party may withhold in its absolute discretion, except that (x) each Party hereto may assign any or all of its rights and interests hereunder to an Affiliate and (y) each Party may assign any of its obligations hereunder to an Affiliate; provided, however, that such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to by the non-assigning Party, and any attempt to do so shall be ineffective and void ab initio. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns.

Section 10.10   Termination. Notwithstanding anything to the contrary herein, this Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of Trinity without the approval of Arcosa or the stockholders of Trinity. In the event of such termination, this Agreement shall become null and void and no Party, nor any of its officers, directors or employees, shall have any Liability to any other Party or any other Person. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties.

Section 10.11   Payment Terms. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by any Party (and/or a member of such Party’s Group), on the one hand, to any other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within twenty (20) Business Days after presentation of an undisputed invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

Section 10.12   No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VI).

Section 10.13   Subsidiaries. Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Trinity and Arcosa on behalf of themselves and the members of their respective groups (the Trinity Group and the Arcosa Group). This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that

47

becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 10.14   Third Party Beneficiaries. Except (a) as provided in Article VI relating to Indemnified Parties and (b) as may specifically be provided in any Ancillary Agreement, this Agreement is solely for the benefit of each Party hereto and its respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person, and should not be deemed to confer upon any third party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

Section 10.15   Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.16   Exhibits and Schedules. The exhibits and schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Exhibit or Schedule is made solely for purposes of allocating potential liabilities among the Parties and shall not be deemed as or construed to be an admission that any such liability exists.

Section 10.17   Public Announcements. From and after the Effective Time, Trinity and Arcosa shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement or the Ancillary Agreements, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; (b) for disclosures made that are substantially consistent with disclosure contained in any Distribution Disclosure Document or Pre-Separation Disclosure, or (c) as otherwise set forth on Schedule 10.17.

Section 10.18   Governing Law. This Agreement, and all actions, causes of action, or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 10.19   Consent to Jurisdiction. Subject to the provisions of Article VIII, each of the Parties hereto agrees that the appropriate, exclusive and convenient forum for any disputes between any of the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court (the “Delaware Courts”). Each of the Parties further agrees that delivery of notice or document by United States registered mail to such Party’s respective address set forth in Section 10.6 shall be effective as to the contents of such notice or document; provided, that service of process or summons for any action, suit or proceeding in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.19 shall be effective only pursuant to service on a Party’s registered agent for service of process. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

48

Section 10.20   Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with Article VIII, (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 10.21   Waiver of Jury Trial. SUBJECT TO Article VIII, EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF SUCH AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.21.

Section 10.22   Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

Section 10.23   Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 10.24   Authorization. Each of the Parties hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

Section 10.25   No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of the following Sections: Section 6.1, Section 6.2 and Section 6.3).

Section 10.26   Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for U.S. federal Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 10.11) by: (i) Arcosa to Trinity shall be treated for all Tax purposes as a distribution by Arcosa to Trinity with respect to stock of Arcosa occurring immediately before the Distribution; or (ii) Trinity to Arcosa shall be treated for all Tax purposes as a tax-free contribution by Trinity to Arcosa with respect to its stock occurring immediately before the Distribution; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Tax Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge.

49

Section 10.27   Cooperation and General Knowledge Transfer. Except as provided in any Ancillary Agreement, during the 180 days following the Effective Time, each Party shall use commercially reasonable efforts to provide (the “Disclosing Party”) the other Party (the “Receiving Party”) with reasonable access to its employees in order to assist the Receiving Party with general institutional knowledge transfer and to reasonably respond to questions. Except as otherwise provided for in any Ancillary Agreement, such access, cooperation, and assistance will be provided as reasonably requested at no cost to the Receiving Party; provided, however, that if a Disclosing Party determines in its sole discretion that the Receiving Party’s requests are unreasonable and/or unduly burdensome, to the level of interfering with the Disclosing Party’s employees primary work duties, then the Disclosing Party may, by written notice, notify the Receiving Party that it intends to charge the Receiving Party for the Disclosing Party’s out-of-pocket expenses related to responding to the unreasonable and overly burdensome request. If the Parties are unable to mutually reach an agreement for the provision of such services to be charged and the amount to be so charged, then the Disclosing Party shall not be required to fulfill or respond to such request. This Section 10.27 is intended to apply to general knowledge regarding the operations and conduct of the Trinity Business and Arcosa Business; provided, however, that notwithstanding anything to the contrary contained in this Section 10.27, this Section 10.27 is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements, and the provision of services to be provided pursuant to such services as covered by such Ancillary Agreement shall be controlled by such Ancillary Agreement.

Section 10.28   No Reliance on Other Party. The Parties hereto represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties hereto may have. The Parties hereto have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and the Ancillary Agreements and their rights in connection with this Agreement and the Ancillary Agreements. The Parties hereto are not relying upon any representations or statements made by any other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties hereto are not relying upon a legal duty, if one exists, on the part of any other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party hereto shall ever assert any failure to disclose information on the part of any other Party as a ground for challenging this Agreement or any provision hereof.

[Signature page follows. The remainder of this page is intentionally left blank.]

50

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

TRINITY INDUSTRIES, INC.
By:
	Name:	[•]
	Title:	[•]
ARCOSA, INC.
By:
	Name	[•]
	Title:	[•]

51

EX-3.1

Exhibit 3.1

RESTATED
   
CERTIFICATE OF INCORPORATION
   
OF
   
ARCOSA, INC.

(Pursuant to Sections 228, 242 and 245 of the
Delaware General Corporation Law)

Arcosa, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

(1) The name of the Corporation is Arcosa, Inc. The Corporation was originally incorporated under the name Arcosa, Inc. The original Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) was filed with the office of the Secretary of State of the State of Delaware on April 26, 2018.

(2) This Restated Certificate of Incorporation of the Corporation (this “Restated Certificate of Incorporation”) was duly adopted by the Board of Directors of the Corporation in accordance with Sections 242 and 245 of the DGCL and by the sole stockholder of the Corporation in accordance with Section 228 of the DGCL.

(3) This Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation in its entirety.

(4) The text of the Certificate of Incorporation is amended and restated in its entirety as follows:

FIRST: The name of the Corporation is Arcosa, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

FOURTH: (a) The total number of shares of stock which the Corporation shall have authority to issue is [•] ([•]) shares of capital stock, consisting of [•] ([•]) shares of Common Stock, each having a par value of one cent ($0.01) per share (the “Common Stock”), and [•] ([•]) shares of Preferred Stock, each having a par value of one cent ($0.01) per share (the “Preferred Stock”).

(b) The powers, preferences and rights, and the qualifications, limitations and restrictions, of the Common Stock are as follows:

(i) Except as otherwise expressly required by law or provided in this Restated Certificate of Incorporation, and subject to any voting rights provided to holders of Preferred Stock at any time outstanding, the holders of any outstanding shares of Common Stock shall vote together as a single class on all matters with respect to which stockholders are entitled to vote under applicable law, this Restated Certificate of Incorporation, the Bylaws of the Corporation (the “Bylaws”) or upon which a vote of stockholders is otherwise duly called for by the Corporation. At each annual meeting of stockholders (each, an “Annual Meeting”) or special meeting of stockholders (each, a “Special Meeting”), each holder of record of shares of Common Stock on the relevant record date shall be entitled to cast one vote in person or by proxy for each share of the Common Stock standing in such holder’s name on the stock transfer records of the Corporation.

(ii) The holders of shares of Common Stock shall not have cumulative voting rights.

(iii) Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Restated Certificate of Incorporation, as it may be amended from time to time, holders of shares of

Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board of Directors of the Corporation (the “Board of Directors”) from time to time out of assets or funds of the Corporation legally available therefor.

(iv) In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Corporation, the holders of shares of Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution after payments to creditors and to the holders of any Preferred Stock of the Corporation that may at the time be outstanding, in proportion to the number of shares held by them, respectively, without regard to class.

(v) No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

(c) The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may be permitted by the DGCL, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions.

(d) Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as otherwise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b) The Board of Directors shall consist of not less than five (5) nor more than eleven (11) members, the exact number of which shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors.

(c) Until the Corporation’s Annual Meeting in 2022, the Board of Directors shall be classified pursuant to Section 141(d) of the DGCL and the directors serving thereon shall be divided into three classes, designated Class I, Class II and Class III. Following the 2022 Annual Meeting, all directors shall stand for election annually. Each class of directors serving on the Board of Directors shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of the entire Board of Directors. The initial term of the Class I directors shall terminate on the date of the 2019 Annual Meeting; the initial term of the Class II directors shall terminate on the date of the 2020 Annual Meeting; and the initial term of the Class III directors shall terminate on the date of the 2021 Annual Meeting. At the 2019 Annual Meeting, the successors to the class of directors whose term expires at that

2

meeting shall be elected to hold office for a three-year term expiring at the 2022 Annual Meeting; at the 2020 Annual Meeting, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a one-year term expiring at the 2021 Annual Meeting; at the 2021 Annual Meeting, the successors to the classes of directors whose terms expire at that meeting shall be elected in the applicable class to hold office for a one-year term expiring at the 2022 Annual Meeting; and at the 2022 Annual Meeting and each Annual Meeting thereafter, all directors shall be elected for a one-year term expiring at the next Annual Meeting. From and after the 2022 Annual Meeting, the Board of Directors shall no longer be classified under Section 141(d) of the DGCL and directors shall no longer be divided into classes.

(d) Until the date of the 2022 Annual Meeting, if the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

(e) A director shall hold office until the Annual Meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

(f) Subject to the terms of any one or more classes or series of Preferred Stock, any vacancy on the Board of Directors that results from an increase in the number of directors shall be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors shall be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. During the period in which the Board of Directors is classified pursuant to Section 141(d) of the DGCL and the terms of this Restated Certificate of Incorporation, any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time and only by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding capital stock entitled to vote generally in the election of directors; provided, however that until such time as the Board of Directors is no longer classified pursuant to Section 141(d) of the DGCL, directors may be removed from office only for cause in accordance with Section 141(k) of the DGCL, following which directors may be removed from office with or without cause. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an Annual Meeting or a Special Meeting, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article FIFTH unless expressly provided by such terms.

(g) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Restated Certificate of Incorporation, and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted.

SIXTH: No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or modification of this Article SIXTH shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

3

SEVENTH. (a) The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article SEVENTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article SEVENTH.

(b) The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article SEVENTH to directors and officers of the Corporation.

(c) The rights to indemnification and to the advance of expenses conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under this Restated Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

(d) Any repeal or modification of this Article SEVENTH shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

EIGHTH: Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director, officer, stockholder, employee or agent of the Corporation arising out of or relating to any provision of the DGCL, this Restated Certificate of Incorporation or the Bylaws, or (iv) any action asserting a claim against the Corporation or any director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article EIGHTH. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Article EIGHTH with respect to any current or future actions or claims.

NINTH: Any action required or permitted to be taken by the stockholders must be effected at a duly called Annual Meeting or Special Meeting, and may not be effected by written consent in lieu of a meeting.

TENTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws.

ELEVENTH: Unless otherwise required by law, a Special Meeting, for any purpose or purposes, may be called by the Board of Directors, the Chairperson of the Board of Directors or the President, and may not be called by any other person or persons.

4

TWELFTH: In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Bylaws. The affirmative vote of at least a majority of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of at least a majority of the voting power of the shares entitled to vote at an election of directors.

THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

* * *

5

IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be executed on its behalf this [•] day of [•], 2018.

ARCOSA, INC.
By:
	Name:	[•]
	Title:	[•]

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED
   
BYLAWS
   
OF
   
ARCOSA, INC.
   
A Delaware Corporation
   
Effective [•], 2018
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

TABLE OF CONTENTS

		Page
ARTICLE I OFFICES
Section 1.1	Registered Office		1
Section 1.2	Other Offices		1
ARTICLE II MEETINGS OF STOCKHOLDERS
Section 2.1	Place of Meetings		1
Section 2.2	Annual Meetings		1
Section 2.3	Special Meetings		1
Section 2.4	Notice		1
Section 2.5	Nature of Business at Meetings of Stockholders		1
Section 2.6	Nomination of Directors		3
Section 2.7	Adjournments		5
Section 2.8	Quorum		5
Section 2.9	Voting		5
Section 2.10	Proxies		6
Section 2.11	List of Stockholders Entitled to Vote		6
Section 2.12	Record Date		6
Section 2.13	Stock Ledger		7
Section 2.14	Conduct of Meetings		7
Section 2.15	Inspectors of Election		7
ARTICLE III DIRECTORS
Section 3.1	Number of Directors		7
Section 3.2	Election of Directors		7
Section 3.3	Vacancies		8
Section 3.4	Duties and Powers		8
Section 3.5	Meetings		8
Section 3.6	Organization		8
Section 3.7	Resignations and Removals of Directors		8
Section 3.8	Quorum		9
Section 3.9	Actions of the Board of Directors by Written Consent		9
Section 3.10	Meetings by Means of Conference Telephone		9
Section 3.11	Committees		9
Section 3.12	Compensation		9
Section 3.13	Interested Directors		9
ARTICLE IV OFFICERS
Section 4.1	General		10
Section 4.2	Election		10
Section 4.3	Voting Securities Owned by the Corporation		10
Section 4.4	Chairperson of the Board of Directors		10
Section 4.5	President		10
Section 4.6	Vice Presidents		11
Section 4.7	Secretary		11
Section 4.8	Treasurer		11
Section 4.9	Assistant Secretaries		11
Section 4.10	Assistant Treasurers		11
Section 4.11	Other Officers		12

i

		Page
ARTICLE V STOCK
Section 5.1	Shares of Stock		12
Section 5.2	Signatures		12
Section 5.3	Lost Certificates		12
Section 5.4	Transfers		12
Section 5.5	Dividend Record Date		12
Section 5.6	Record Owners		12
Section 5.7	Transfer and Registry Agents		12
ARTICLE VI NOTICES
Section 6.1	Notices		13
Section 6.2	Waivers of Notice		13
ARTICLE VII GENERAL PROVISIONS
Section 7.1	Dividends		13
Section 7.2	Disbursements		13
Section 7.3	Fiscal Year		13
Section 7.4	Corporate Seal		13
ARTICLE VIII INDEMNIFICATION
Section 8.1	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation		13
Section 8.2	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation		14
Section 8.3	Authorization of Indemnification		14
Section 8.4	Good Faith Defined		14
Section 8.5	Indemnification by a Court		14
Section 8.6	Expenses Payable in Advance		15
Section 8.7	Nonexclusivity of Indemnification and Advancement of Expenses		15
Section 8.8	Insurance		15
Section 8.9	Certain Definitions		15
Section 8.10	Survival of Indemnification and Advancement of Expenses		15
Section 8.11	Limitation on Indemnification		16
Section 8.12	Indemnification of Employees and Agents		16
ARTICLE IX FORUM FOR ADJUDICATION OF CERTAIN DISPUTES
Section 9.1	Forum for Adjudication of Certain Disputes		16
ARTICLE X AMENDMENTS
Section 10.1	Amendments		16
Section 10.2	Entire Board of Directors		16

ii

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

ARTICLE I
   
OFFICES

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

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

ARTICLE II
   
MEETINGS OF STOCKHOLDERS

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

Section 2.2   Annual Meetings. The annual meeting of stockholders for the election of directors (each, an “Annual Meeting of Stockholders”) shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.

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

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

Section 2.5   Nature of Business at Meetings of Stockholders.

(a) Only such business (other than nominations for election to the Board, which must comply with the provisions of Section 2.6 of this Article II) may be transacted at an Annual Meeting of Stockholders as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting of Stockholders by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the Annual Meeting of Stockholders by any stockholder of the Corporation who (i) is a stockholder of record on the date of the giving of the notice provided for in this Section 2.5 and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting of Stockholders and (ii) complies with the notice procedures set forth in this Section 2.5.

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

1

of the preceding year’s Annual Meeting of Stockholders, then, to be timely, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred and twentieth (120th) day prior to the date of such Annual Meeting of Stockholders and not later than the close of business on the later of the ninetieth (90th) day prior to the date of such Annual Meeting of Stockholders, unless if the first public announcement of the date of such Annual Meeting of Stockholders is less than one hundred (100) days prior to the date of such Annual Meeting of Stockholders, in which case then the tenth (10th) day following the day on which public announcement of the date of such Annual Meeting of Stockholders is first made by the Corporation. In no event shall the adjournment or postponement of an Annual Meeting of Stockholders, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(c) To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before the Annual Meeting of Stockholders, a brief description of the business desired to be brought before the Annual Meeting of Stockholders and the proposed text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these Bylaws of the Corporation (these “Bylaws”), the text of the proposed amendment), and the reasons for conducting such business at the Annual Meeting of Stockholders, and (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with or relating to (A) the Corporation or (B) the proposal, including any material interest in, or anticipated benefit from the proposal to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the Annual Meeting of Stockholders pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

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

(e) No business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting of Stockholders in accordance with the procedures set forth in this Section 2.5; provided, however, that, once business has been properly brought before the Annual Meeting of Stockholders in accordance with such procedures, nothing in this Section 2.5 shall be deemed to preclude discussion by any

2

stockholder of any such business. If the chairperson of an Annual Meeting of Stockholders determines that business was not properly brought before the Annual Meeting of Stockholders in accordance with the foregoing procedures, the chairperson shall declare to the Annual Meeting of Stockholders that the business was not properly brought before such Annual Meeting of Stockholders and such business shall not be transacted.

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

Section 2.6   Nomination of Directors.

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

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

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

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

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

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

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

(1) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) such person’s answers to a written questionnaire with respect

3

to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), (D) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (E) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (F) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (G) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (H) such person’s written representation and agreement, in the form provided by the Secretary upon written request, that such person (x) is not and will not become a party to any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question, (y) is not and will not become a party to any agreement, arrangement or understanding (whether written or oral) with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation, and (z) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Corporation, (I) such person’s written undertaking, if elected as a director of the Corporation, to submit a conditional letter of resignation upon election, the effectiveness of such resignation to be conditioned on a finding by a court of competent jurisdiction that such person, in their capacity as a director of the Corporation, intentionally disclosed confidential information to third parties in breach of such person’s confidentiality obligations to the Corporation under applicable law, any applicable agreement or any policies or guidelines of the Corporation, (J) such person’s written consent to being named as a nominee stating such person’s intention, if elected, to serve the full term of office as a director and (K) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder;

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

4

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

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

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

Section 2.7   Adjournments. The chairperson of the meeting shall have the power to adjourn such meeting from time to time to reconvene at the same or some other place, if any, and notice need not be given of such adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 2.4 of this Article II shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

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

Section 2.9   Voting. Unless otherwise required by applicable law, the Certificate of Incorporation or these Bylaws or permitted by the rules of any stock exchange on which the Corporation’s shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the

5

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

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

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

(b) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such telegram, cablegram or other means of electronic transmission; provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other means of electronic transmission was authorized by the stockholder. If it is determined that such telegram, cablegram or other means of electronic transmission are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

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

Section 2.11   List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held or (ii) during ordinary business hours, at the principal place of business of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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

6

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

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

Section 2.15   Inspectors of Election. In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairperson or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

ARTICLE III
   
DIRECTORS

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

Section 3.2   Election of Directors.

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

(b) If a nominee for director is not elected and the nominee is an incumbent director, the director shall promptly tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors. The Corporate Governance and Directors Nominating Committee will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors will act on the tendered resignation, taking into account the Corporate Governance and Directors Nominating Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its

7

decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of certification of the election results. The Corporate Governance and Directors Nominating Committee in making its recommendation and the Board of Directors in making its decision may each consider any factors or other information that they consider appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Corporate Governance and Directors Nominating Committee or the decision of the Board of Directors with respect to his or her resignation.

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

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

Section 3.4   Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

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

Section 3.6   Organization. At each meeting of the Board of Directors or any committee thereof, the Chairperson or the chairperson of such committee, as the case may be, or, in his or her absence or if there be none, a director chosen by a majority of the directors present, shall act as chairperson. Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors and of each committee thereof. In case the Secretary shall be absent from any meeting of the Board of Directors or of any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairperson of the meeting may appoint any person to act as secretary of the meeting. Notwithstanding the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.

Section 3.7   Resignations and Removals of Directors. Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing or by electronic transmission to the Chairperson, if there be one, the President or the Secretary of the Corporation and, in the case of a committee, to the chairperson of such committee, if there be one. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time and only by the affirmative vote of the holders of at least a majority

8

in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors; provided, however, that until such time as the Board of Directors is no longer classified, directors may be removed from office only for cause in accordance with Section 141(k) of the DGCL, following which directors may be removed from office with or without cause. Any director serving on a committee of the Board may be removed from such committee at any time by the Board.

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

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

Section 3.10   Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting.

Section 3.11   Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. Notwithstanding anything to the contrary contained in this Article III, the resolution of the Board of Directors establishing any committee of the Board of Directors and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

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

Section 3.13   Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall

9

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

ARTICLE IV
   
OFFICERS

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

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

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

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

Section 4.5   President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairperson, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. In the absence or disability of the Chairperson, or if there be none, the President shall preside at all meetings of the stockholders and, provided the President is also a director, the Board of Directors. If there be no Chairperson, or if the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws or by the Board of Directors.

10

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

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

Section 4.8   Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

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

Section 4.10   Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Corporation.

11

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

ARTICLE V
   
STOCK

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

Section 5.2   Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

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

Section 5.4   Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

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

Section 5.6   Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.

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

12

ARTICLE VI
   
NOTICES

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

Section 6.2   Waivers of Notice. Whenever any notice is required by applicable law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by applicable law, the Certificate of Incorporation or these Bylaws.

ARTICLE VII
   
GENERAL PROVISIONS

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

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

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

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

ARTICLE VIII
   
INDEMNIFICATION

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

13

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

Section 8.2   Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 8.3   Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

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

Section 8.5   Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 8.1 or Section 8.2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of

14

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

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

Section 8.7   Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 8.1 or Section 8.2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 8.1 or Section 8.2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

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

Section 8.9   Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

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

15

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

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

ARTICLE IX
   
FORUM FOR ADJUDICATION OF CERTAIN DISPUTES

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

ARTICLE X
   
AMENDMENTS

Section 10.1   Amendments. These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting of the stockholders or Board of Directors, as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

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

* * *

Adopted as of: [•], 2018

16

EX-10.1

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

by and between

TRINITY INDUSTRIES, INC.

and

ARCOSA, INC.

Dated as of [•], 2018
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

Article I Agreement To Provide and Accept Services
Section 1.01	Provision of Services	1
Section 1.02	Migration	2
Section 1.03	Reliance	2
Section 1.04	Cooperation	2
Section 1.05	Disclaimer of Warranty	2
Section 1.06	Governance	3
Article II TERMS AND CONDITIONS; Payment
Section 2.01	Terms and Conditions of Services	3
Section 2.02	Payments	4
Section 2.03	Taxes	4
Section 2.04	Use of Services	5
Section 2.05	Network Access	5
Section 2.06	Facilities Access	5
Article III Term of Services
Section 3.01	Term of Services; Early Termination of Services	6
Section 3.02	Early Termination of Services	6
Section 3.03	Extension of Services	7
Article IV Force Majeure
Article V Liabilities
Section 5.01	Consequential and Other Damages	7
Section 5.02	Limitation of Liability	7
Section 5.03	Indemnity	8
Article VI Termination
Section 6.01	Termination	8
Section 6.02	Breach of Transition Services Agreement	8
Section 6.03	Sums Due	8
Section 6.04	Effect of Termination	8

i

Article VII Miscellaneous
Section 7.01	Confidentiality; Intellectual Property	8
Section 7.02	Independent Contractor	9
Section 7.03	Complete Agreement	9
Section 7.04	Counterparts	9
Section 7.05	Notices	9
Section 7.06	Waiver	9
Section 7.07	Modification or Amendment	10
Section 7.08	No Assignment; Binding Effect	10
Section 7.09	No Circumvention	10
Section 7.10	Subsidiaries	10
Section 7.11	Third Party Beneficiaries	10
Section 7.12	Titles and Headings	10
Section 7.13	Exhibits and Schedules	10
Section 7.14	Governing Law	10
Section 7.15	Disputes; Consent to Jurisdiction	10
Section 7.16	Specific Performance	11
Section 7.17	Waiver of Jury Trial	11
Section 7.18	Severability	11
Section 7.19	Construction	11
Section 7.20	Authorization	11
Section 7.21	No Duplication; No Double Recovery	12
Section 7.22	No Reliance on Other Party	12

ii

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of [•] (this “Agreement”), is by and between Trinity Industries, Inc., a Delaware corporation (“Trinity”), and Arcosa, Inc., a Delaware corporation (“Arcosa”). Each of Trinity and Arcosa is sometimes referred to as a “Party” and collectively are sometimes referred to as the “Parties.” All capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).

R E C I T A L S

WHEREAS, Trinity and Arcosa have entered into that certain Separation and Distribution Agreement, dated as of [•] (the “Separation and Distribution Agreement”), pursuant to which, in accordance with the Internal Reorganization, Trinity was separated into two separate, independent, publicly-traded companies; (i) one comprising the Arcosa Business, which is owned and conducted directly or indirectly by Arcosa, all of the common stock of which was distributed to the Trinity stockholders, and (ii) one comprising the Trinity Business, which continues to be owned and conducted, directly or indirectly, by Trinity, all on the terms and conditions set forth in the Separation and Distribution Agreement; and

WHEREAS, in connection with the transactions contemplated by the Separation and Distribution Agreement, each of Trinity and Arcosa agreed to provide to the other certain services during a transition period commencing as of the Effective Time, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth hereafter, and intending to be legally bound hereby, the Parties hereby agree as follows:

Article I

Agreement To Provide and Accept Services

Section 1.01   Provision of Services.

(a) On the terms and subject to the conditions contained in this Agreement and on Schedules I-[•] (each a “Schedule” and collectively the “Schedules”) Trinity or Arcosa, as applicable, shall provide, or shall cause its Subsidiaries, Affiliates or Third Parties designated by it (such designated Subsidiaries, Affiliates and Third Parties, together with Trinity or Arcosa, as applicable, in its role as a service provider, referred to singly as a “Service Provider” and collectively as the “Service Providers”) to provide to the Arcosa Group or the Trinity Group, as applicable (the members of each such group in their role as a service recipient referred to singly as a “Service Recipient” and collectively as the “Service Recipients”) the services set forth on the Schedules (each a “Service” and collectively the “Services”).

(b) Trinity or Arcosa, as applicable, in its role as Service Provider, shall make, in its sole discretion, any decisions as to which of the Service Providers (including the decisions to use Third Parties as designee Service Providers) shall provide the Services, provided that Trinity or Arcosa, as applicable, shall remain liable for the acts and omissions of Services Providers designated by it.

(c) Each Service shall be provided in exchange for the consideration set forth with respect to such Service on the applicable Schedule.

(d) If, within ninety (90) days following the Effective Time, a Service Recipient identifies a service that a Service Provider provided to it at any time during the twelve (12) month period prior to the Effective Time, and such service is not reflected on Schedules I-[•] or in any other Ancillary Agreements, is not reflected on Schedule [•] (“Excluded Services”) and is reasonably required by the Service Recipient in order to continue to operate the Arcosa Business or the Trinity Business, as applicable, in substantially the same manner in which the Arcosa Business or the Trinity Business, as applicable, was operated prior to the Effective Time, the Service Recipient may request that the Service Provider provide, or cause to be provided, such requested services (such additional service, an “Additional Service”). The Service Provider shall negotiate with the Service Recipient to provide, or to cause to be provided, such requested Additional Service on commercially reasonable terms consistent with the principles underlying the service terms of the Services. In the event that the Parties reach an agreement with respect to providing such Additional Services, the Parties shall amend the applicable Schedules in writing to include such Additional Services

1

(including the incremental Fees and term with respect to such Additional Services), and such Additional Services shall be deemed Services under this Agreement from the date of such amendment.

Section 1.02   Migration. It is anticipated that the Service Recipients may request additional transition services projects, beyond the Services contemplated herein, relating to the migration of the Services from the Service Provider’s environment or facilities to Service Recipient’s (or its designee’s) environment or facilities, and the Service Provider will use reasonable efforts to cooperate with the Service Recipients with respect to such projects. All such transition service projects shall be completed, and Service Provider shall have no further obligation to cooperate in connection therewith, as of the expiration of the term of the Service as set forth in the applicable Schedule. The applicable Service Recipient shall reimburse the Service Providers for all costs and expenses (including the cost of employee time) incurred by such Service Providers in connection with such cooperation.

Section 1.03   Reliance. The Service Providers shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented by the Service Recipients in connection with this Agreement. No Service Provider shall be liable for any impairment of any Service caused by its not receiving information, either timely or at all, or by its receiving inaccurate or incomplete information from the Service Recipients that is required or reasonably requested regarding that Service, provided that the Service Provider has notified the Service Recipient of the inadequacy of the information and used commercially reasonable efforts to provide such Service despite such inadequacy.

Section 1.04   Cooperation.

(a) The Service Providers and the Service Recipients shall, and shall cause their respective Affiliates and Subsidiaries to, cooperate with each other in all reasonable respects in matters relating to the provision and receipt of the Services.

(b) The applicable Service Recipient shall (i) make available on a timely basis to the Service Providers all information and materials reasonably requested by such Service Providers to enable such Service Providers to provide the applicable Services; and (ii) provide to the Service Providers reasonable access to the premises of the applicable Service Recipient and any of its Affiliates to the extent necessary for such Service Providers to provide the applicable Services to the Service Recipient; provided that such access shall be subject to the Service Recipient’s applicable policies and procedures that have been provided to the Service Providers.

Section 1.05   Disclaimer of Warranty.

(a) EACH OF TRINITY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE TRINITY GROUP), AND ARCOSA (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE ARCOSA GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE SERVICES CONTEMPLATED HEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH, AS TO NO INFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY. ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.

(b) Each of Trinity (on behalf of itself and each member of the Trinity Group) and Arcosa (on behalf of itself and each member of the Arcosa Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 1.05(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Trinity or any member of the Trinity Group, on the one hand, and Arcosa or any member of the Arcosa Group, on the other hand, are jointly or severally liable for any Trinity Liability or any Arcosa Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

2

Section 1.06   Governance.

(a) Each Party shall designate an individual to serve as an administrative representative for such Party (“Administrative Representative(s)”). The Administrative Representative shall facilitate day-to-day communications and performance under this Agreement. Each Party must promptly designate a replacement Administrative Representative in the event that its Administrative Representative is no longer employed by a Party or is unable to continue his or her role as an Administrative Representative.

(b) For each Schedule of Services, each Party shall designate a contact (each, a “Service Contact”), who shall (i) be responsible for providing direct supervision of the Services set forth on such Schedule and (ii) serve as the initial contact for the Administrative Representative for Trinity or Arcosa, as the case may be, for addressing issues related to the delivery of such Services. Each party shall cause its Service Contact to reply promptly to inquiries related to the delivery of the applicable Services, but in no event more than five (5) Business Days following receipt of any such inquiry. The initial Service Contacts for each Schedule shall be identified and named in the applicable Schedule. Each Party must promptly designate a replacement Service Contact in the event that a Service Contact is no longer employed by a Party or is unable to continue his or her role as a Service Contact.

Article II

TERMS AND CONDITIONS; Payment

Section 2.01   Terms and Conditions of Services.

(a) Unless otherwise agreed by the Parties in writing, (i) the Service Providers shall be required to perform the Services using substantially the same quality, efficiency and standard of care as used in performing such Services in the twelve (12) months immediately prior to the Effective Time, and (ii) the Services shall be used by the Service Recipients for substantially the same purposes and in substantially the same time, place and manner as the Services have been used in the twelve (12) months immediately prior to the Effective Time; provided, however, that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule. Each Party shall comply with all Laws applicable to the provision and receipt of Services pursuant to this Agreement. In no event shall any Service Provider be required to provide any Service that it reasonably believes does not comply with applicable Law. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT THE SERVICE PROVIDERS SHALL NOT OWE ANY FIDUCIARY OR OTHER DUTIES (INCLUDING ANY DUTY OF LOYALTY OR DUTY OF CARE) TO THE SERVICE RECIPIENTS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

(b) Notwithstanding anything to the contrary in this Agreement, each Service Recipient acknowledges that the Service Provider may be providing services similar to the Services it provides for itself and its Affiliates, and the Service Provider reserves the right to modify the Services (i) if such modifications are applicable to all other recipients of the Services or services similar to the Services and (ii) to the extent necessary to comply with applicable Law or requirements of Governmental Authorities; provided that the Service Provider provides substantially the same advance notice of such modifications to the Service Recipient as the Service Provider provides to its Affiliates.

(c) The Service Recipients shall, and shall cause their applicable Affiliates to, eliminate their need for the provision of each Service by the Service Provider on or before the termination date for such Service as set forth on the applicable Schedule.

(d) Under no circumstances shall any Service Provider be obligated to provide the Excluded Services or any other service requiring an opinion, advice or representation (e.g., legal opinions or advice, or tax opinions or advice).

(e) Any Service Provider shall have the right, consistent with practices immediately prior to the Effective Time, to shut down temporarily for maintenance purposes the operation of the systems or facilities providing any Service whenever, in such Service Provider’s discretion, such action is necessary; provided that such Service Provider shall provide written notice of any such shutdown to the Service Recipient as reasonably in advance of such shutdown as practicable. Such Service Provider shall be relieved of its

3

obligations to provide the Services affected by such shutdown during the period that its systems or facilities are so shut down but shall use reasonable efforts to minimize each period of shutdown.

(f) Each Service Provider shall use commercially reasonable efforts to obtain any Consents from Third Parties that are necessary in order to provide the Services. If any such consent is not obtained, such Service Provider shall not be required to provide such Services but shall use commercially reasonable efforts to implement a reasonable alternative arrangement to provide the relevant Services. All costs associated with obtaining such consents shall be borne one-half each by Trinity and Arcosa. All costs associated with implementing and providing a reasonable alternative arrangement to provide the relevant Services shall be borne by the Service Recipient.

Section 2.02   Payments.

(a) Each month, the Service Provider shall deliver a statement to the Service Recipient for Services provided to the Service Recipients during the preceding month, and each such statement shall set forth a brief description of each such Service and the amounts charged for such Service based on the consideration set forth in the applicable Schedule, the Rental Costs (as defined in Section 2.06(b)) or otherwise agreed by the Parties in writing (the “Fee”), as well as any Taxes, duties, imposts, charges, fees or other levies due and owing in accordance with Section 2.03 hereof, and the aggregate of such amounts shall be due and payable by the Service Recipient within thirty (30) days after the date of receipt of such statement.

(b) At the Service Provider’s option, any or all of its designee Service Providers may individually invoice a Service Recipient for the Services that such designee Service Provider has provided during the preceding month to such Service Recipient. Any amounts so invoiced by a designee Service Provider shall not be included on any invoice delivered by the Service Provider.

(c) All invoices shall be denominated and paid in U.S. dollars unless (a) the Service Recipient had, in the twelve (12) months prior to the Effective Date, been invoiced or paid for such Services in a different currency or (b) otherwise indicated on the applicable Schedule, in which case such invoices shall be denominated and paid in such different currency.

(d) Any amount not paid when due pursuant to this Agreement shall bear interest at a rate per annum equal to the then effective Prime Rate plus 2% (or the maximum legal rate, whichever is lower), calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

(e) At the Service Recipient’s request, the Service Provider will provide reasonably detailed supporting documentation for the Fees invoiced to the Service Recipient hereunder and will respond promptly to any questions that the Service Recipient may have regarding such documentation and the related Fees. In the event that the Service Recipient disputes any Fees invoiced hereunder, such Disputes shall be handled in accordance with Section 7.15.

Section 2.03   Taxes.

(a) Except as expressly noted therein, the amounts set forth on the Schedules as the applicable consideration with respect to each Service do not include any Taxes, duties, imposts, charges, fees or other levies of whatever nature assessed on the provision of the Services. All Taxes, duties, imposts, charges, fees or other levies imposed by applicable Law assessed on the provision of the Services (other than income taxes payable by a Service Provider on the Fees received hereunder) shall be the responsibility of the Service Recipients in addition to the Fees payable by such Service Recipients in accordance with Section 2.02 hereof. The Service Recipients shall promptly reimburse the Service Providers for any Taxes, duties, imposts, charges, fees or other levies (other than income taxes payable by a Service Provider on the Fees received hereunder) imposed on the Service Providers or which the Service Providers shall have any obligation to collect with respect to or relating to this Agreement or the performance by a Service Provider of its obligations hereunder, along with interest and penalties related thereto to the extent such interest or penalties are related to the actions or inactions of the Service Recipients. Such reimbursement shall be in addition to the amounts required to be paid as set forth on the applicable Schedule and shall be made in accordance with Section 2.02. The Service Recipients agree to use reasonable efforts to provide exemption certificates where available and to calculate any applicable sales and use Taxes and to make payment thereof directly to the appropriate taxing authority.

4

(b) All payments by the Service Recipients under this Agreement shall be made without set-off and without any deduction or withholding for any Taxes, duties, imposts, charges or fees or other levies, unless the obligation to make such deduction or withholding is imposed by Law. In the event that applicable Law requires that an amount in respect of any Taxes, duties, imposts, charges, fees or other levies be withheld from any payment by the Service Recipients to a Service Provider under this Agreement, the amount payable to the Service Provider shall be increased as necessary so that, after the Service Recipients have withheld amounts required by applicable Law, the Service Provider receives an amount equal to the amount it would have received had no such withholding been required, and the Service Recipients shall withhold such Taxes, duties, imposts, charges, fees or other levies and pay such withheld amounts over to the applicable governmental authority in accordance with the requirements of the applicable Law and provide the Service Provider with a receipt confirming such payment. The Service Providers shall reasonably cooperate with the Service Recipients to determine whether any such deduction or withholding applies to the payments hereunder, and if so, shall further reasonably cooperate to minimize applicable deduction or withholding.

Section 2.04   Use of Services. The Service Recipients shall not resell any Services to any Person whatsoever or permit the use of the Services by any Person other than in connection with the conduct of the operations of the Arcosa Business or the Trinity Business, as applicable, as conducted in the twelve (12) months immediately prior to the date hereof.

Section 2.05   Network Access.

(a) The Service Provider may provide the Service Recipients with access to the Service Provider’s or its Affiliates’ computer hardware, computer software and information technology systems, including the data they contain (collectively, “Networks”) via a secure method selected by the Service Provider. The Service Recipients shall only use (and will ensure that their employees, agents and subcontractors only use), and shall only have access to, the Networks for the purpose of receiving, and only to the extent required to receive, the Services. The Service Recipients shall not permit their employees, agents or subcontractors (collectively, “Personnel”) to use or have access to the Networks except to the extent that (i) such Personnel (or such Personnel’s functional equivalent) had access to the Networks prior to the Effective Time, or (ii) the Service Provider has given prior written approval for such access.

(b) The Service Recipients shall cause all of the Service Recipients’ Personnel having access to the Networks in connection with receipt of a Service to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of the Service Provider which the Service Provider provides to the Service Recipients in writing.

(c) The Service Recipients shall ensure that they and their Personnel shall not: (i) use the Networks to develop software, process data or perform any work or services other than for the purpose of receiving the Services; (ii) break, interrupt, circumvent, adversely affect or attempt to break, interrupt, circumvent or adversely affect any security system or measure of the Service Provider; (iii) obtain, or attempt to obtain, access to any hardware, software or data stored in the Networks except to the extent necessary to receive the Services; or (iv) use, disclose or give access to any part of the Networks to any Third Party, other than their agents and subcontractors authorized by the Service Provider in accordance with this Section 2.05. All user identification numbers and passwords for the Networks disclosed to the Service Recipients, and any information obtained from the use of the Networks shall be deemed Confidential Information of the Service Provider for purposes of Section 7.01.

(d) If a Service Recipient or its Personnel breach any provision of this Section 2.05, such Service Recipient shall promptly notify the Service Provider of such breach and cooperate as requested by such Service Provider in any investigation and mitigation of such breach.

Section 2.06   Facilities Access.

(a) In connection with, and as a part of, the Services set forth on Schedules [•] and [•], the Service Provider hereby grants to the Service Recipient a limited right to use and access portions of each of the premises at certain facilities, in each case as listed in Schedules [•] and [•] (each, a “Shared Location” and collectively, the “Shared Locations”), for substantially the same purposes as used in the Arcosa Business or the Trinity Business, as applicable, in the twelve (12) months immediately prior to the Effective Time.

5

(b) For the period indicated on Schedule [•] with respect to each Shared Location (the “Shared Location Term”) the Service Recipient shall have the right to use and occupy that portion of the Shared Locations, and to use that portion of the common areas related to the Shared Locations, that the Service Recipient uses and occupies as of the date hereof in substantially the same manner and on the same terms and conditions that the Service Recipient currently uses and occupies such space and, in any event, in accordance with the terms and conditions set forth herein. During the Shared Location Term, with respect to each Shared Location (including all common areas related thereto), all costs relating to such Shared Location, including, rent, maintenance, water, sewer, telephone, electricity and gas service, common area charges, amounts of public liability, damage, fire, any extended coverage insurance as may be required hereunder, and any real estate property taxes owed by the Service Provider (together, the “Rental Costs”) shall be borne pro rata by the Service Provider, on the one hand, and the Service Recipient, on the other hand, based on the number of employees of the Service Provider and the Service Recipient occupying the Shared Locations.

(c) The Service Recipient shall only permit its authorized Personnel and their business invitees to use the Shared Locations. The Service Provider, or its Affiliates, shall have reasonable access to those portions of the Shared Locations used by the Service Recipient from time to time as the Service Provider deems reasonably necessary or desirable for the security, inspection or maintenance thereof. The Service Recipient agrees to maintain commercially appropriate and customary levels of property and liability insurance in respect of the portions of the Shared Locations it occupies and the activities conducted thereon. The Service Recipient shall not make, and shall cause its personnel to refrain from making, any alterations or improvements to the Shared Locations without the prior written consent of the Service Provider. The rights granted pursuant to this Section 2.06 shall be in the nature of a license only and shall not create or be deemed to create any leasehold or other estate or possessory rights in the Service Recipient or its personnel with respect to the Shared Locations and shall not include any right of assignment, sub-license or sub-leasehold to any Third Party. The Service Recipient will have access to such Shared Location on a 24 hours-per-day, 7-days-per-week basis.

(d) For the avoidance of doubt, Section 7.01 (Confidentiality) shall apply in all respects to Confidential Information disclosed by either Party pursuant to this Section 2.06. In connection with the provision of Services under this Section 2.06, the Parties shall cooperate to establish and implement reasonable and appropriate measures to minimize the disclosure of Confidential Information not required to perform the Services hereunder, including the establishment of electronic firewalls and the use of physical walls and barriers in the Shared Locations.

(e) Upon the expiration or termination of each Shared Location Term, with respect to each Shared Location, the Service Recipient shall vacate its portion of the applicable Shared Location on or prior to the end of the Shared Location Term and will leave its portion of such Shared Location broom clean and in the same condition as such portion was in on the date of this Agreement, ordinary wear and tear excepted. The Service Provider shall use commercially reasonable efforts to coordinate vacating any such Shared Location by the Service Recipient so as to minimize business interruptions for all Parties to the extent reasonably possible.

Article III

Term of Services

Section 3.01   Term of Services; Early Termination of Services. The provision of Services shall commence as of the Effective Time and shall continue until the date indicated for each such Service on the applicable Schedule unless terminated earlier pursuant to Section 3.02 or Article VI.

Section 3.02   Early Termination of Services. Unless otherwise set forth in the applicable Schedule, any Schedule of Services or any individual Service making up a part of a Schedule of Services (including individual Services consisting of the use of each respective Shared Location pursuant to Schedule [•]) may be terminated prior to the end of the applicable term by the Service Recipient upon not less than thirty (30) days’ prior written notice (such notice shall specify the date termination is to be effective); provided, that the Service Recipients acknowledge and agree that in the event that any Service on a Schedule is interdependent with a Service on a different Schedule,

6

such Schedules of Services must be terminated simultaneously; provided, further, that the early termination of an individual Service shall not affect the remaining Services on the applicable Schedule. After any early termination of a Service, the Service Provider shall have no obligation to reinstate such Service at a time subsequent to the effective date of such termination.

Section 3.03   Extension of Services. The term indicated for each Service on the applicable Schedule may not be extended except to the extent expressly set forth in such Schedule, as applicable. To the extent the applicable Schedule for a Service expressly permits extension of such Service, such Service may be extended by the Service Recipient upon written notice provided to the Service Provider at least thirty (30) days prior to the end of the then-current term.

Article IV

Force Majeure

No Service Provider shall be liable for any Loss whatsoever arising out of any interruption of Service or delay or failure to perform under this Agreement that is due to acts of God, acts of a public enemy, acts of terrorism, acts of a nation or any state, territory, province or other political division thereof, fires, floods or other extreme weather event, epidemics, riots, theft, quarantine restrictions, freight embargoes or other similar causes beyond the reasonable control of such Service Provider. In any such event, any affected Service Provider obligations under this Agreement shall be postponed for such time as its performance is suspended or delayed on account thereof. Each Service Provider will promptly notify the Service Recipient, either orally or in writing, upon learning of the occurrence of such event of force majeure. Upon the cessation of the force majeure event, such Service Provider will use commercially reasonable efforts to resume its performance with the least practicable delay. In the event that any force majeure event prevents performance of any Services in accordance with this Agreement for more than fifteen (15) consecutive days, the Service Recipient shall be entitled to terminate such Services upon notice to the Service Provider without payment of any additional fees, costs or expenses in connection with such termination except for Fees for Services rendered prior to such force majeure event.

Article V

Liabilities

Section 5.01   Consequential and Other Damages. except AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE indemnification obligations IN SECTION 5.03, in no event shall Trinity, Arcosa or their respective Affiliates, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS be liable under this Agreement for any punitive, exemplary, special, incidental, indirect or consequential damages of any kind or nature, and in no event shall Trinity, ARCOSA or its RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS be liable under this Agreement for lost profits, opportunity costs, diminution in value or damages based upon a multiple of earnings or similar financial measure, even if under applicable Law such lost profits, opportunity costs, diminution in value, or such damages would not be considered consequential or special damages.

Section 5.02   Limitation of Liability. Except AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN SECTION 5.03, EACH of Trinity’s and arcosa’s liability with respect to its role as a service provider under this Agreement or any act or failure to act in connection with its role as a service provider under this agreement (including the performance or breach hereof), or from the sale, delivery, provision or use of any Service provided under or covered by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, shall not exceed the AGGREGATE fees actually paid to such party pursuant to this Agreement.

7

Section 5.03   Indemnity.

(a) Each Party (the “Indemnifying Party”) shall indemnify, defend, release, discharge and hold harmless the other Party and its Affiliates and their respective current and former directors, officers, members, managers, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Indemnified Parties”) from and against all Losses actually suffered or incurred by the Indemnified Parties relating to, arising out of or resulting from (i) such Party’s material breach of this Agreement; (ii) any accident, injury to or death of persons or loss of or damage to property occurring on or about any portion of the Shared Locations then used or occupied by the Indemnifying Party during the Shared Location Term and arising out of the Indemnifying Party’s negligence or willful misconduct; or (iii) performance of any labor or services or the furnishing of any materials or other property by the Indemnifying Party in respect of any portion of the Shared Locations then used or occupied by the Indemnifying Party.

(b) In the event that any claim or Proceeding is threatened in writing or commenced by a Third Party involving a claim for which a Party may be required to provide indemnity pursuant to this Agreement, the indemnification procedures set forth in Section 6.4 of the Separation and Distribution Agreement are hereby incorporated mutatis mutandis.

Article VI

Termination

Section 6.01   Termination.

(a) Notwithstanding anything in this Agreement to the contrary, the obligation of any Service Provider to provide or cause to be provided any Service shall cease on the earlier to occur of (i) the date on which the provision of such Services has terminated pursuant to Article III, or (ii) the date on which such Service is terminated by any Party in accordance with the terms of Section 6.01(b) or Section 6.02. This Agreement shall terminate, and all provisions of this Agreement shall become null and void and of no further force and effect, except for the provisions set forth in Section 6.04, on the date on which all Services under this Agreement have expired or been terminated.

(b) Either Party shall have the right to terminate this Agreement at any time upon notice and pursue any remedies available to it at law or in equity if (i) the other Party becomes insolvent or is adjudicated as bankrupt, or (ii) any action is taken by that Party or by others against that Party under any insolvency, bankruptcy or reorganization act, or if a Party makes an assignment for the benefit of creditors, or a receiver is appointed for a Party.

Section 6.02   Breach of Transition Services Agreement. Either Party may terminate this Agreement immediately by providing written notice of such termination in the event of any material breach of this Agreement by the other Party, which breach is not cured within thirty (30) days after written notice of such breach is provided by the non-breaching Party.

Section 6.03   Sums Due. In the event of a termination or expiration of this Agreement, the Service Providers shall be entitled to the payment of, and the Service Recipients shall within thirty (30) days pay to the Service Providers, all accrued amounts for Services, Taxes and other amounts due under this Agreement as of the date of termination or expiration. Payments not made within thirty (30) days after termination or expiration of this Agreement that are not otherwise already subject to late charges shall be subject to the late charges as provided in Section 2.02.

Section 6.04   Effect of Termination. Sections 1.05, 2.02, and 6.03 hereof, this Section 6.04 and Article V and Article VII shall survive any termination or expiration of this Agreement.

Article VII

Miscellaneous

Section 7.01   Confidentiality; Intellectual Property.

(a) Section 7.5 (Confidentiality) of the Separation and Distribution Agreement shall govern the treatment of any Confidential Information disclosed under this Agreement.

8

(b) Each Service Recipient acknowledges that it will not acquire any right, title or interest (including any license rights or rights of use) in any Intellectual Property that is owned by any Service Provider by reason of the provision of the Services provided under this Agreement.

Section 7.02   Independent Contractor. Each of Trinity, Arcosa, the Service Providers and the Service Recipients shall be an independent contractor in the performance of its respective obligations hereunder. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or a relationship of principal and agent or of employer and employee between Trinity and Arcosa, or between any Service Provider and a Service Recipient. Any provision in this Agreement, or any action by a Service Provider, that may appear to give a Service Recipient the right to direct or control the Service Provider in performing under this Agreement means that the Service Provider shall follow the desires of the Service Recipient in results only.

Section 7.03   Complete Agreement. This Agreement, including the exhibits and schedules attached hereto, the Separation and Distribution Agreement and the other Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any Schedule, the terms and conditions of such Schedule shall control. Notwithstanding anything to the contrary in this Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of the Separation and Distribution Agreement, the provisions of the Separation and Distribution Agreement shall control.

Section 7.04   Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 7.05   Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.05):

If to Trinity:

Trinity Industries, Inc.
2525 N. Stemmons Freeway
   
Dallas, Texas 75207-2401
Attn: [_]

If to Arcosa:

Arcosa, Inc.
[_]
[_]
Attn: [_]

Section 7.06   Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

9

Section 7.07   Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 7.08   No Assignment; Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other party to this Agreement, which such Party may withhold in its absolute discretion, except that (x) each Party hereto may assign any or all of its rights and interests hereunder to an Affiliate and (y) each Party may assign any of its obligations hereunder to an Affiliate; provided, however, that such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to by the non-assigning Party, and any attempt to do so shall be ineffective and void ab initio. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns.

Section 7.09   No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.

Section 7.10   Subsidiaries. Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Trinity and Arcosa on behalf of themselves and the members of their respective groups (the Trinity Group and the Arcosa Group). This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 7.11   Third Party Beneficiaries. Except (i) as provided in Article VI relating to Indemnified Parties this Agreement is solely for the benefit of each Party hereto and its respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person, and should not be deemed to confer upon any third party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

Section 7.12   Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 7.13   Exhibits and Schedules. The exhibits and schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates.

Section 7.14   Governing Law. This Agreement, and all actions, causes of action, or claims of any kind (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 7.15   Disputes; Consent to Jurisdiction.

(a) All Agreement Disputes will be resolved in accordance with the procedures set forth in Article VIII of the Separation and Distribution Agreement.

10

(b) Subject to the provisions of Article VIII of the Separation and Distribution Agreement, each of the Parties hereto agrees that the appropriate, exclusive and convenient forum for any disputes between the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court (the “Delaware Courts”). Each of the Parties further agrees that delivery of notice or document by United States registered mail to such Party’s respective address set forth in Section 7.6 shall be effective as to the contents of such notice or document, provided that service of process or summons for any action, suit or proceeding in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 7.15 shall be effective only pursuant to service on a Party’s registered agent for service of process. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 7.16   Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with Article VIII of the Separation and Distribution Agreement, (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 7.17   Waiver of Jury Trial. SUBJECT TO ARTICLE VIII OF THE SEPARATION AND DISTRIBUTION AGREEMENT, EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.17.

Section 7.18   Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

Section 7.19   Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 7.20   Authorization. Each of the Parties hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

11

Section 7.21   No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

Section 7.22   No Reliance on Other Party. The Parties hereto represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties hereto may have. The Parties hereto have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. The Parties hereto are not relying upon any representations or statements made by any other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties hereto are not relying upon a legal duty, if one exists, on the part of any other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party hereto shall ever assert any failure to disclose information on the part of any other Party as a ground for challenging this Agreement or any provision hereof.

[The remainder of this page has been intentionally left blank. Signature pages follow.]

12

IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be executed the day and year first above written.

TRINITY INDUSTRIES, INC.
By:
	Name:
	Title:
ARCOSA, INC.
By:
	Name:
	Title:

13

EX-10.2

Exhibit 10.2

TAX MATTERS AGREEMENT

DATED AS OF [               ], 2018

BY AND AMONG

TRINITY INDUSTRIES, INC.

AND

ARCOSA, INC.
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

TABLE OF CONTENTS

		Page
Section 1.	Definition of Terms		1
Section 2.	Allocation of Tax Liabilities		6
Section 2.01	General Rule		6
Section 2.02	Allocation of Income and Other Taxes		7
Section 2.03	Certain Employment Taxes; Equity-Based Awards		7
Section 2.04	Determination of Tax Attributable to the Arcosa Group		8
Section 2.05	Arcosa Liability		9
Section 2.06	Trinity Liability		9
Section 3.	Preparation and Filing of Tax Returns		9
Section 3.01	Trinity’s Responsibility		9
Section 3.02	Arcosa’s Responsibility		9
Section 3.03	Tax Returns for Transfer Taxes		10
Section 3.04	Tax Reporting Practices		10
Section 3.05	Consolidated or Combined Tax Returns		10
Section 3.06	Right to Review Tax Returns		10
Section 3.07	Arcosa Carrybacks and Claims for Refund		11
Section 3.08	Apportionment of Tax Attributes		11
Section 4.	Tax Payments		11
Section 4.01	Payment of Taxes With Respect to Certain Joint Returns		11
Section 4.02	Payment of Separate Company Taxes		12
Section 4.03	Indemnification Payments		12
Section 5.	Tax Refunds and Tax Benefits		12
Section 5.01	Tax Refunds		12
Section 5.02	Tax Benefits		12
Section 6.	Tax-Free Status		13
Section 6.01	Restrictions on Arcosa		13
Section 6.02	Restrictions on Trinity		14
Section 6.03	Procedures Regarding Opinions and Rulings		14
Section 6.04	Liability for Tax-Related Losses		15
Section 7.	Assistance and Cooperation		17
Section 7.01	Assistance and Cooperation		17
Section 7.02	Income Tax Return Information		17
Section 7.03	Reliance by Trinity		18
Section 7.04	Reliance by Arcosa		18
Section 8.	Tax Records		18
Section 8.01	Retention of Tax Records		18
Section 8.02	Access to Tax Records		18
Section 8.03	Preservation of Privilege		19
Section 9.	Tax Contests		19
Section 9.01	Notice		19
Section 9.02	Control of Tax Contests		19
Section 10.	Effective Date		20
Section 11.	Survival of Obligations		20
Section 12.	Treatment of Payments		20
Section 12.01	Treatment of Tax Indemnity Payments		20
Section 12.02	Interest Under This Agreement		20
Section 13.	Disagreements		20
Section 13.01	Discussion		20
Section 13.02	Escalation		21
Section 13.03	Referral to Tax Advisor		21
Section 13.04	Injunctive Relief		21

i

		Page
Section 14.	Late Payments		21
Section 15.	Expenses		21
Section 16.	General Provisions		21
Section 16.01	Addresses and Notices		21
Section 16.02	Binding Effect		22
Section 16.03	Waiver		22
Section 16.04	Severability		22
Section 16.05	Authority		22
Section 16.06	Further Action		22
Section 16.07	Integration		23
Section 16.08	Construction		23
Section 16.09	No Double Recovery		23
Section 16.10	Counterparts		23
Section 16.11	Governing Law		23
Section 16.12	Jurisdiction		23
Section 16.13	Waiver of Jury Trial		24
Section 16.14	Amendment		24
Section 16.15	Subsidiaries		24
Section 16.16	Successors		24
Section 16.17	Injunctions		24
Section 16.18	No Reliance on Other Company		24
Section 16.19	Consequential Damages		25

ii

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [      ], 2018, by and among Trinity Industries, Inc. (“Trinity”), a Delaware corporation, and Arcosa, Inc. (“Arcosa”), a Delaware corporation and a wholly owned subsidiary of Trinity. (Trinity and Arcosa are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).

RECITALS

WHEREAS, the board of directors of Trinity has determined that it is appropriate, desirable and in the best interests of Trinity and its stockholders to separate Trinity into two separate, independent, publicly-traded companies: (i) one comprising the Arcosa Business (as defined below), which shall be owned and conducted directly or indirectly by Arcosa, all of the common stock of which is intended to be distributed to Trinity stockholders, and (ii) one comprising the Trinity Business (as defined below), which shall continue to be owned and conducted, directly or indirectly, by Trinity;

WHEREAS, as of the date hereof, Trinity is the common parent of an affiliated group of corporations, including Arcosa, which has elected to file consolidated Federal Income Tax Returns;

WHEREAS, the Companies have undertaken the Contribution (as defined below);

WHEREAS, Trinity intends to undertake the Distribution (as defined below);

WHEREAS, the Companies intend for the Contribution and the Distribution to qualify for Tax-Free Status; and

WHEREAS, the Companies desire to provide for and agree upon the allocation between the Companies of liabilities, and entitlements to refunds thereof, for certain Taxes arising prior to, at the time of, and subsequent to the Distribution, to provide for and agree upon other matters relating to Taxes and to set forth certain covenants and indemnities relating to the Tax-Free Status of the Contribution and the Distribution.

NOW THEREFORE, in consideration of the mutual agreements contained herein, the Companies hereby agree as follows:

Section 1.   Definition of Terms. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

“Active Trade or Business” means the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the Energy Equipment Business (as defined in the Ruling Request filed with the IRS on February 12, 2018, as supplemented through the Distribution Date, as conducted immediately prior to the Distribution.

“Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“Affiliate” has the meaning set forth in the Separation and Distribution Agreement.

“Agreement” means this Tax Matters Agreement.

“Ancillary Agreement” has the meaning set forth in the Separation and Distribution Agreement.

“Arcosa” has the meaning provided in the first sentence of this Agreement.

“Arcosa Assets” has the meaning set forth in the Separation and Distribution Agreement.

“Arcosa Business” has the meaning set forth in the Separation and Distribution Agreement.

“Arcosa Capital Stock” means all classes or series of capital stock of Arcosa, including (i) the Arcosa Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in Arcosa for U.S. federal income tax purposes.

“Arcosa Carryback” means any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the Arcosa Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

1

“Arcosa Common Stock” has the meaning set forth in the Separation and Distribution Agreement.

“Arcosa Entity” means an entity which will be a member of the Arcosa Group immediately after the Distribution.

“Arcosa Group” means (i) Arcosa and its Affiliates, as determined immediately after the Distribution, as well as (ii) any entity which (A) was an Affiliate of Trinity or an Affiliate of a member of the Arcosa Group described in clause (i), (B) conducted solely or predominantly the Arcosa Business, and (C) is no longer an Affiliate of Trinity as of the Distribution.

“Arcosa Liabilities” has the meaning set forth in the Separation and Distribution Agreement.

“Arcosa Separate Return” means any Tax Return of or including any member of the Arcosa Group (including any consolidated, combined or unitary return) that does not include any member of the Trinity Group.

“Board Certificate” has the meaning set forth in Section 6.01(d) of this Agreement.

“Business Day” has the meaning set forth in the Separation and Distribution Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies” and “Company” have the meaning provided in the second sentence of this Agreement.

“Contribution” means the transfer of Arcosa Assets from Trinity to Arcosa and the assumption of Arcosa Liabilities by Arcosa, pursuant to the Separation.

“Controlling Party” has the meaning set forth in Section 9.02(c) of this Agreement.

“DGCL” means the Delaware General Corporation Law.

“Dispute” has the meaning set forth in Section 13 of this Agreement.

“Dispute Notice” has the meaning set forth in Section 13 of this Agreement.

“Distribution” has the meaning set forth in the Separation and Distribution Agreement.

“Distribution Date” means the date on which the Distribution occurs.

“Employee Matters Agreement” means the Employee Matters Agreement, dated as of [      ], 2018, by and among Trinity and Arcosa.

“Employment Tax” means any Tax the liability or responsibility for which is allocated pursuant to the Employee Matters Agreement.

“Equity-Based Award” means an equity-based award originally issued pursuant to the Fourth Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Third Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Second Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan or the Trinity Industries, Inc. 1993 Stock Option and Incentive Plan, whether in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), or performance based restricted stock units (“PBRSUs”), in respect of Trinity Common Stock, including for the purpose of Section 2.03 hereof, RSAs, RSUs or PBRSUs in respect of Arcosa Common Stock issued in connection with the Distribution.

“Federal Income Tax” means any Tax imposed by Subtitle A of the Code other than an Employment Tax, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Federal Other Tax” means any Tax imposed by the Code other than any Federal Income Taxes or Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Fifty-Percent or Greater Interest” has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“Filing Date” has the meaning set forth in Section 6.04(d) of this Agreement.

“Final Determination” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (i) by IRS Form 870 or 870-AD (or any successor forms thereto),

2

on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a state, local, or foreign taxing jurisdiction; (iv) by any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (v) by a final settlement resulting from a treaty-based competent authority determination; or (vi) by any other final disposition, including by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Tax Authority, or by mutual agreement of the Companies.

“Foreign Income Tax” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulations Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Foreign Other Tax” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession other than any Foreign Income Taxes or Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Gain Recognition Agreement” means a gain recognition agreement as described in Treasury Regulations Section 1.367(a)-8 or any successor provision thereto.

“Group” means the Trinity Group or the Arcosa Group, or both, as the context requires.

“Income Tax” means any Federal Income Tax, State Income Tax or Foreign Income Tax.

“Indemnitee” has the meaning set forth in Section 12.02 of this Agreement.

“Indemnitor” has the meaning set forth in Section 12.02 of this Agreement.

“IRS” means the United States Internal Revenue Service.

“Joint Return” means any Tax Return that actually includes, by election or otherwise, one or more members of the Trinity Group together with one or more members of the Arcosa Group.

“Non-Controlling Party” has the meaning set forth in Section 9.02(c) of this Agreement.

“Notified Action” has the meaning set forth in Section 6.03(a) of this Agreement.

“Past Practices” has the meaning set forth in Section 3.04(b) of this Agreement.

“Payment Date” means (i) with respect to any Trinity Federal Consolidated Income Tax Return, (A) the due date for any required installment of estimated taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, or (C) the date the return is filed, as the case may be, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“Payor” has the meaning set forth in Section 4.03 of this Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes.

“Post-Distribution Period” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

“Pre-Distribution Period” means any Tax Period ending on or before the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date.

3

“Preliminary Tax Advisor” has the meaning set forth in Section 13.03 of this Agreement.

“Prime Rate” means the base rate on corporate loans charged by JP Morgan Chase Bank from time to time, compounded daily on the basis of a year of 365 or 366 (as applicable) days and actual days elapsed.

“Privilege” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Arcosa management or shareholders, is a hostile acquisition, or otherwise, as a result of which Arcosa would merge or consolidate with any other Person or as a result of which any Person or any group of related Persons would (directly or indirectly) acquire, or have the right to acquire, from Arcosa and/or one or more holders of outstanding shares of Arcosa Capital Stock, a number of shares of Arcosa Capital Stock that would, when combined with any other changes in ownership of Arcosa Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 40% or more of (i) the value of all outstanding shares of stock of Arcosa as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of Arcosa as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by Arcosa of a shareholder rights plan or (ii) issuances by Arcosa that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, Section 355(e) of the Code or regulations promulgated thereunder shall be incorporated in this definition and its interpretation.

“Representation Letters” means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered or deliverable by Trinity, its Affiliates or representatives thereof in connection with the rendering by Tax Advisors of the Tax Opinions and/or the issuance by the IRS or other Tax Authority of the Rulings.

“Required Party” has the meaning set forth in Section 4.03 of this Agreement.

“Responsible Company” means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

“Retention Date” has the meaning set forth in Section 8.01 of this Agreement.

“Rulings” means the rulings by the IRS or other Tax Authorities deliverable to Trinity in connection with the Contribution and the Distribution or otherwise with respect to the Separation Transactions.

“Ruling Request” means any letter filed by Trinity with the IRS or other Tax Authority requesting a ruling regarding certain tax consequences of the Separation Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

“Section 6.01(d) Acquisition Transaction” means any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40%.

“Separate Return” means a Trinity Separate Return or an Arcosa Separate Return, as the case may be.

“Separation” has the meaning set forth in the Separation and Distribution Agreement.

“Separation and Distribution Agreement” means the Separation and Distribution Agreement, as amended from time to time, by and among Trinity and Arcosa dated [   ], 2018.

4

“Separation Plan” means the diagram depicting the transactions undertaken in connection with the separation of the Arcosa Business from the Trinity Business, as provided to Arcosa by Trinity prior to the date hereof, as updated from time to time by Trinity at its sole discretion prior to the Distribution.

“Separation Transactions” means those transactions undertaken by the Companies and their Affiliates pursuant to the Separation Plan to separate ownership of the Arcosa Business from ownership of the Trinity Business.

“State Income Tax” means any Tax imposed by any state of the United States, by any political subdivision of any such state, or by the District of Columbia, which is imposed on or measured by net income, including state or local franchise or similar Taxes measured by net income, as well as any state or local franchise, capital or similar Taxes imposed in lieu of a tax imposed on or measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“State Other Tax” means any Tax imposed by any state of the United States, by any political subdivision of any such state, or by the District of Columbia, other than any State Income Taxes or Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Straddle Period” means any Tax Period that begins before and ends after the Distribution Date.

“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any governmental entity or political subdivision thereof, and any interest, penalty, additions to tax, or additional amounts in respect of the foregoing.

“Tax Advisor” means a tax counsel or accountant, in each case of recognized national standing.

“Tax Attribute” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

“Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Tax Benefit” means any refund, credit, or other reduction in otherwise required liability for Taxes.

“Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“Tax-Free Status” means the qualification of the Contribution and the Distribution, taken together, (i) as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (ii) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(d), 355(e) and 361(c) of the Code, and (iii) as a transaction in which Trinity, Arcosa and the shareholders of Trinity recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361 and 1032 of the Code, other than, in the case of Trinity and Arcosa, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“Tax Item” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“Tax Law” means the law of any governmental entity or political subdivision thereof relating to any Tax.

“Tax Opinions” means the opinions of Tax Advisors deliverable to Trinity in connection with the Contribution and the Distribution or otherwise with respect to the Separation Transactions.

“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” means any (i) Tax Returns, (ii) Tax Return workpapers, (iii) documentation relating to any Tax Contests, and (iv) any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed with respect to or otherwise relating to Taxes.

5

“Tax-Related Losses” means (i) all Taxes (including interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment or otherwise; (ii) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Trinity (or any Trinity Affiliate) or Arcosa (or any Arcosa Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Contribution and the Distribution to have Tax-Free Status or from the failure of a Separation Transaction to have the tax treatment described in the Tax Opinions or the Rulings.

“Tax Return” or “Return” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Transfer Pricing Adjustment” means (i) any proposed or actual allocation by a Tax Authority of any Tax Item between or among any member of the Trinity Group and any member of the Arcosa Group with respect to any Tax Period ending prior to or including the Distribution Date or (ii) any adjustments to allocations between or among any member of the Trinity Group and any member of the Arcosa Group pursuant to Treasury Regulations Section 1.482-1(a)(3) to reflect any transfer pricing study performed by an independent third party at Trinity’s request with respect to the 2017 or 2018 taxable years.

“Transfer Taxes” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed on the Separation Transactions (excluding, for the avoidance of doubt, any Income Taxes).

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“Trinity” has the meaning provided in the first sentence of this Agreement.

“Trinity Affiliated Group” means the affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which Trinity is the common parent.

“Trinity Business” has the meaning provided in the Separation and Distribution Agreement.

“Trinity Common Stock” has the meaning provided in the Separation and Distribution Agreement.

“Trinity Federal Consolidated Income Tax Return” means any United States federal Income Tax Return for the Trinity Affiliated Group.

“Trinity Group” means Trinity and its Affiliates, excluding any entity that is a member of the Arcosa Group, as determined immediately after the Distribution.

“Trinity Separate Return” means any Tax Return of or including any member of the Trinity Group (including any consolidated, combined or unitary return) that does not include any member of the Arcosa Group.

“Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to Trinity, on which Trinity may rely to the effect that a transaction will not affect the Tax-Free Status. Any such opinion must assume that the Contribution and the Distribution would have qualified for Tax-Free Status if the transaction in question did not occur.

Section 2.   Allocation of Tax Liabilities.

Section 2.01   General Rule.

(a) Trinity Liability. Trinity shall be liable for, and shall indemnify and hold harmless the Arcosa Group from and against any liability for, Taxes which are allocated to Trinity under this Section 2.

(b) Arcosa Liability. Arcosa shall be liable for, and shall indemnify and hold harmless the Trinity Group from and against any liability for, Taxes which are allocated to Arcosa under this Section 2.

6

Section 2.02   Allocation of Income and Other Taxes. Except as provided in Section 2.03, Section 2.05, or Section 2.06, Federal Income Tax, Federal Other Tax, State Income Tax, State Other Tax, Foreign Income Tax, and Foreign Other Tax shall be allocated as follows:

(a) Allocation of Income Tax and Other Tax Relating to Joint Returns.

(i) Allocation to Arcosa for Pre-Distribution Periods. Arcosa shall be responsible for any and all Federal Income Taxes, Federal Other Taxes, State Income Taxes, State Other Taxes, Foreign Income Taxes, and Foreign Other Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination), for which a payment to the relevant Tax Authority has not been made, or reflected as a separate accrual or within intercompany liability or asset accounts, prior to the date hereof, which Taxes are attributable to the Arcosa Group for all Pre-Distribution Periods, as determined pursuant to Section 2.04.

(ii) Allocation to Trinity for Pre-Distribution Periods. Trinity shall be responsible for any and all Federal Income Taxes, Federal Other Taxes, State Income Taxes, State Other Taxes, Foreign Income Taxes, and Foreign Other Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) other than those Taxes described in Section 2.02(a)(i) for all Pre-Distribution Periods.

(iii) Post-Distribution Intercompany Adjustments. The amount of Taxes allocable to Arcosa and Trinity, respectively, pursuant to Section 2.02(a) for the 2017 taxable year and the portion of the 2018 taxable year ending on the Distribution Date shall be increased or decreased, as applicable, to reflect any Transfer Pricing Adjustments performed by Trinity under Treasury Regulations Section 1.482-1(a)(3) following the Distribution Date.

(b) Allocation of Income Tax and Other Tax Relating to Separate Returns.

(i) Trinity shall be responsible for any and all Federal Income Taxes, Federal Other Taxes, State Income Taxes, State Other Taxes, Foreign Income Taxes, and Foreign Other Taxes due with respect to or required to be reported on any Trinity Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(ii) Arcosa shall be responsible for any and all Federal Income Taxes, Federal Other Taxes, State Income Taxes, State Other Taxes, Foreign Income Taxes, and Foreign Other Taxes due with respect to or required to be reported on any Arcosa Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

Section 2.03   Certain Employment Taxes; Equity-Based Awards

(a) Allocation of Employment Taxes. Unless otherwise expressly provided for herein, this Agreement, including Section 2 hereof, shall not apply with respect to Employment Taxes, and Employment Taxes shall be allocated as provided in the Employee Matters Agreement.

(b) Allocation of Tax Deductions in Respect of Equity-Based Awards.

(i) With respect to any Equity-Based Award that (x) is held by an employee of the Arcosa Group, and (y) vests (with respect to an RSA) or is settled (with respect to an RSU or PBRSU) within three (3) years after the Distribution Date:

(A) Trinity (or the relevant member of the Trinity Group) shall be entitled to claim on its Tax Returns the amount of any Income Tax deductions associated with such vesting or settlement multiplied by a percentage calculated by dividing (x) the number of days in the applicable vesting period during which such employee was employed by the Trinity Group by (y) the total number of days in the applicable vesting period during which such employee was employed by the Trinity Group and Arcosa Group; provided, however, that any period of employment with a subsidiary of Trinity prior to the Distribution Date that becomes a subsidiary of Arcosa as of the Distribution Date shall be treated as employment with the Arcosa Group for purposes of this Section 2.03(b)(i); and

7

(B) Arcosa (or the relevant member of the Arcosa Group) shall be entitled to claim on its Tax Returns the remainder of the applicable Income Tax deduction associated with such vesting or settlement as the case may be.

(ii) With respect to any Equity-Based Award that (x) is held by an employee of the Arcosa Group, and (y) vests (with respect to an RSA) or is settled (with respect to an RSU or PBRSU) more than three (3) years after the Distribution Date, Arcosa (or the relevant member of the Arcosa Group) shall be entitled to claim on its Tax Returns the amount of any Income Tax deductions associated with such vesting or settlement as the case may be.

(iii) With respect to any Equity-Based Award that (x) is held by an employee of the Trinity Group, and (y) vests (with respect to an RSA) or is settled (with respect to an RSU or PBRSU) at any time following the Distribution Date (i.e., whether or not such vesting or settlement occurs within three (3) years, or more than three (3) years, after the Distribution Date), Trinity (or the relevant member of the Trinity Group) shall be entitled to claim on its Tax Returns the amount of any Income Tax deductions associated with such vesting or settlement as the case may be.

(c) Treatment of Withholding Taxes and Employment Taxes in Respect of Equity-Based Awards in the Employee Matters Agreement; Reimbursement of Allocable Amount of Employer Portion of Employment Taxes for Certain Equity-Based Awards. Section 4.02(h) of the Employee Matters Agreement shall govern withholding and reporting obligations in respect of Equity-Based Awards originally issued pursuant to the Fourth Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Third Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Second Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan or the Trinity Industries, Inc. 1993 Stock Option and Incentive Plan; provided, however, that in the case of any Equity-Based Award governed by Section 2.03(b)(i), Trinity shall promptly remit to Arcosa an amount of cash equal to the employer’s portion of any employment Taxes due as a result of the vesting (with respect to an RSA) or settlement (with respect to an RSU or PBRSU) of such Equity-Based Award multiplied by the percentage determined under Section 2.03(b)(i)(A).

(d) Information Sharing. Trinity shall promptly notify Arcosa, and Arcosa shall promptly notify Trinity, regarding the vesting (with respect to an RSA) or settlement (with respect to an RSU or PBRSU) of any Equity-Based Award to the extent that, as a result of such vesting or settlement, a member of the other Group may be entitled to a deduction or required to pay any Tax, or such information otherwise may be relevant to the preparation of any Tax Return or payment of any Tax by such other Group member.

Section 2.04   Determination of Tax Attributable to the Arcosa Group.

(a) Federal Income Tax, State Income Tax, and Foreign Income Tax. For purposes of Section 2.02(a)(i), the amount of Federal Income Taxes, State Income Taxes, and Foreign Income Taxes attributable to the Arcosa Group shall be as determined by Trinity on a pro forma Arcosa Group return prepared:

(i) including only Tax Attributes and other Tax Items of members of the Arcosa Group that were included in the relevant Joint Return; provided that for the 2017 taxable year and the portion of the 2018 taxable year through the Distribution Date, items of deduction (including interest expense and shared services expense) shall be allocated to the Arcosa Group in accordance with past practice;

(ii) using all elections, accounting methods and conventions used on such Joint Return for such period;

(iii) applying the highest statutory marginal corporate Income Tax rate in effect for such Tax Period; and

(iv) in the case of a Straddle Period, based on a closing of the books method as of the end of the Distribution Date.

8

(b) Federal Other Tax, State Other Tax, and Foreign Other Tax. For purposes of Section 2.02(a)(i), the amount of Federal Other Taxes, State Other Taxes, and Foreign Other Taxes, respectively, attributable to the Arcosa Group shall be as determined by Trinity on a pro forma Arcosa Group return prepared:

(i) including only Tax Attributes and other Tax Items of members of the Arcosa Group that were included in the relevant Joint Return;

(ii) using all elections, accounting methods and conventions used on such Joint Return for such period;

(iii) applying the highest applicable Tax rate in effect for such Tax Period; and

(iv) in the case of a Straddle Period, based on a closing of the books method as of the end of the Distribution Date.

(c) Limitation. The amount of Federal Income Taxes, State Income Taxes, Foreign Income Taxes, Federal Other Taxes, State Other Taxes or Foreign Other Taxes attributable to the Arcosa Group for any Tax Period each shall, in each case, not be less than zero. Notwithstanding the foregoing, the amount of Federal Income Taxes, State Income Taxes, Foreign Income Taxes, Federal Other Taxes, State Other Taxes or Foreign Other Taxes attributable to the Arcosa Group under this Section 2.04 with respect to a given Joint Return (including any increase thereof as a result of a Final Determination) may exceed the amount of Taxes actually paid or payable to a Tax Authority by the Trinity Group or the Arcosa Group with respect to such Joint Return (or Final Determination), and Arcosa’s liability to the Trinity Group under Section 2.01(b) of this Agreement shall not be limited to the amount of Taxes actually paid or payable to such Tax Authority.

Section 2.05   Arcosa Liability. Arcosa shall be liable for, and shall indemnify and hold harmless the Trinity Group from and against, any liability for:

(a) any Tax resulting from a breach by Arcosa of any covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement;

(b) any Tax-Related Losses for which Arcosa is responsible pursuant to Section 6.04 of this Agreement; and

(c) any liability pursuant to applicable escheat or abandoned property laws arising out of any transaction by any Arcosa Group member occurring after the Distribution Date.

Section 2.06   Trinity Liability. Trinity shall be liable for, and shall indemnify and hold harmless the Arcosa Group from and against, any liability for:

(a) any Tax resulting from a breach by Trinity of any covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement;

(b) any Tax-Related Losses for which Trinity is responsible pursuant to Section 6.04 of this Agreement; and

(c) any liability pursuant to applicable escheat or abandoned property laws arising out of any transaction by any Group member occurring on or before the Distribution Date, and any liability pursuant to applicable escheat or abandoned property laws arising out of any transaction by any Trinity Group member occurring after the Distribution Date.

Section 3.   Preparation and Filing of Tax Returns.

Section 3.01   Trinity’s Responsibility. Trinity has the exclusive obligation and right to prepare and file, or to cause to be prepared and filed:

(a) All Joint Returns; and

(b) Trinity Separate Returns.

Section 3.02   Arcosa’s Responsibility. Arcosa shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the Arcosa Group other than those Tax Returns which Trinity is required to prepare and file under Section 3.01 or Section 3.03. The Tax Returns required to be prepared and filed by Arcosa under this Section 3.02 shall include any Arcosa Separate Returns.

9

Section 3.03   Tax Returns for Transfer Taxes. Tax Returns relating to Transfer Taxes shall be prepared and filed when due (including extensions) by the person obligated to file such Tax Returns under applicable Tax Law. The Companies shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Section 7 with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Section 7.

Section 3.04   Tax Reporting Practices.

(a) Trinity General Rule. Except as provided in Section 3.04(c), Trinity shall prepare any Tax Return which it has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.01, in accordance with reasonable Tax accounting practices selected by Trinity.

(b) Arcosa General Rule. Except as provided in Section 3.04(c), with respect to any Tax Return that Arcosa has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.02, such Tax Return shall be prepared in accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no reasonable basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by Arcosa.

(c) Reporting of Separation Transactions. The Tax treatment of the Separation Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Ruling Requests, the Tax Opinions and the Rulings, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no reasonable basis for such Tax treatment. Such treatment reported on any Tax Return for which Arcosa is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by Trinity or any member of the Trinity Group or caused or to be caused to be filed by Trinity, unless there is no reasonable basis for such Tax treatment. In the event that a Company shall determine that there is no reasonable basis for the Tax treatment described in either of the preceding two sentences, such Company shall notify the other Company at least 20 Business Days prior to filing the relevant Tax Return and the Companies shall attempt in good faith to agree on the manner in which the relevant portion of the Separation Transactions shall be reported.

Section 3.05   Consolidated or Combined Tax Returns. Arcosa will elect and join, and will cause its respective Affiliates to elect and join, in filing any Joint Returns that Trinity determines are required to be filed or that Trinity elects to file pursuant to Section 3.01(a) that Arcosa is eligible to file under applicable Tax Law.

Section 3.06   Right to Review Tax Returns.

(a) General. The Responsible Company with respect to any material Tax Return shall make the portion of such Tax Return and related workpapers which are relevant to the determination of the other Company’s rights or obligations under this Agreement available for review by the other Company, if requested, to the extent (i) such Tax Return relates to Taxes for which the requesting Company would reasonably be expected to be liable, (ii) the requesting Company would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of adjustments to the amount of Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the requesting Company would reasonably be expected to have a claim for Tax Benefits under this Agreement, or (iv) the requesting Company reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. The Responsible Company shall (i) use its reasonable best efforts to make such portion of such Tax Return available for review as required under this paragraph sufficiently in advance of the due date for filing of such Tax Return to provide the requesting Company with a meaningful opportunity to analyze and comment on such Tax Return and (ii) use reasonable efforts to have such Tax Return modified before filing, taking into account the person responsible for payment of the Tax (if any) reported on such Tax Return and whether the amount of Tax liability allocable to the requesting Company with respect to such Tax Return is material. The Companies shall attempt in good faith to resolve any issues arising out of the review of such Tax Return.

10

(b) Material Tax Returns. For purposes of Section 3.06(a), a Tax Return is “material” if it could reasonably be expected to reflect (A) Tax liability equal to or in excess of $3 million, (B) a credit or credits equal to or in excess of $3 million or (C) a loss or losses equal to or in excess of $12 million, in each case with respect to the requesting Company.

Section 3.07   Arcosa Carrybacks and Claims for Refund. Arcosa hereby agrees that, unless Trinity consents in writing, (i) no Adjustment Request with respect to any Tax Return for a Pre-Distribution Period or Straddle Period shall be filed, and (ii) any available elections to waive the right to claim in any Pre-Distribution Period with respect to any Tax Return any Arcosa Carryback arising in a Post-Distribution Period shall be made, and no affirmative election shall be made to claim any such Arcosa Carryback.

Section 3.08   Apportionment of Tax Attributes. Trinity shall use its best efforts, by December 31 of the year following the year of the Distribution, to advise Arcosa in writing of the preliminary amount, if any, of any Tax Attributes, which Trinity reasonably determines shall be allocated or apportioned to the Arcosa Group under applicable law. Arcosa shall have 60 Business Days to review and provide to Trinity written comments on such allocation and apportionment after receipt thereof from Trinity. The Tax departments of Trinity and Arcosa shall negotiate in good faith to resolve any disagreements in respect of the allocation and apportionment within 30 Business Days after Trinity’s receipt of any such written comments from Arcosa. If any such disagreements cannot be resolved within such 30 Business Day period, then such disagreements shall be resolved in accordance with the provisions of Section 13.02 through Section 13.04. If Arcosa does not submit written comments to Trinity within Arcosa’s 60 Business Day review and comment period described above, the allocation and apportionment of Tax Attributes as determined by Trinity and delivered to Arcosa pursuant to the first sentence of this Section 3.08 shall be deemed final, subject to final adjustments upon the filing of the final Trinity Federal Consolidated Income Tax Returns that include the Arcosa Group, and Arcosa agrees that it shall not dispute such allocation and apportionment. For the avoidance of doubt, Trinity makes no representation or warranty as to the accuracy or completeness of any such determination. Trinity and all members of the Trinity Group, and Arcosa and all members of the Arcosa Group, shall prepare all Tax Returns in accordance with the final determination of the allocation and apportionment under this Section 3.08 (including, if applicable, under Section 13), absent a Final Determination to the contrary in respect of the applicable Tax Attribute. Notwithstanding anything to the contrary contained herein, except in the case of payments for which Trinity is responsible pursuant to Section 5.02, Trinity shall bear no liability to Arcosa for determinations made by Trinity pursuant to this Section 3.08 if any such determination shall be found or asserted to be inaccurate.

Section 4.   Tax Payments.

Section 4.01   Payment of Taxes With Respect to Certain Joint Returns. In the case of any Joint Return:

(a) Computation and Payment of Tax Due. At least five Business Days prior to any Payment Date for any such Tax Return, the Responsible Company shall compute the amount of Tax required to be paid to the applicable Tax Authority (taking into account the requirements of Section 3.04 relating to consistent accounting practices, as applicable) with respect to such Tax Return on such Payment Date. The Responsible Company shall pay such amount to such Tax Authority on or before such Payment Date (and provide notice and proof of payment to the other Company).

(b) Computation and Payment of Liability With Respect To Tax Due. Within 20 Business Days following the earlier of (i) the due date (including extensions) for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file) or (ii) the date on which such Tax Return is filed, if Trinity is the Responsible Company, then Arcosa shall pay to Trinity the amount allocable to the Arcosa Group under the provisions of Section 2, and if Arcosa is the Responsible Company, then Trinity shall pay to Arcosa the amount allocable to the Trinity Group under the provisions of Section 2, in each case, plus interest computed at the Prime Rate on the amount of the payment based on the number of days from 10 Business Days after the earlier of (i) the due date of the Tax Return (including extensions) or (ii) the date on which such Tax Return is filed, to the date of payment.

(c) Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Arcosa Group in accordance with Section 2 and Arcosa shall pay to Trinity any amount

11

due Trinity (or Trinity shall pay Arcosa any amount due Arcosa) under Section 2 within 20 Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c) shall include interest computed at the Prime Rate based on the number of days from 10 Business Days after the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company, to the date of the payment under this Section 4.01(c).

Section 4.02   Payment of Separate Company Taxes. Each Company shall pay, or shall cause to be paid, to the applicable Tax Authority when due all Taxes owed by such Company or a member of such Company’s Group with respect to a Separate Return.

Section 4.03   Indemnification Payments.

(a) If any Company (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Company (the “Required Party”) is liable for under this Agreement, the Required Party shall reimburse the Payor within 20 Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from 10 Business Days after the date of delivery by the Payor to the Required Party of such invoice to the date of reimbursement under this Section 4.03.

(b) All indemnification payments under this Agreement shall be made by Trinity directly to Arcosa and by Arcosa directly to Trinity; provided, however, that if the Companies mutually agree with respect to any such indemnification payment, any member of the Trinity Group, on the one hand, may make such indemnification payment to any member of the Arcosa Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 12.01.

Section 5.   Tax Refunds and Tax Benefits.

Section 5.01   Tax Refunds. Trinity shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which Trinity is liable hereunder, Arcosa shall be entitled (subject to the limitations provided in Section 3.07) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which Arcosa is liable hereunder and a Company receiving a refund to which another Company is entitled hereunder shall pay over such refund to such other Company within 20 Business Days after such refund is received (together with interest computed at the Prime Rate based on the number of days from 10 Business Days after the date the refund was received to the date the refund was paid over).

Section 5.02   Tax Benefits. If pursuant to a Final Determination any adjustment (including a Transfer Pricing Adjustment) is made, or if a Transfer Pricing Adjustment otherwise occurs, which results in (i) a Tax for which the Trinity Group is liable hereunder (or a reduction in the Tax Attributes of the Trinity Group) and (ii) a corresponding Tax Benefit allowable to a member of the Arcosa Group, Arcosa shall make payment to Trinity within twenty (20) Business Days following such Final Determination, in an amount equal to the present value of such Tax Benefit (including any Tax Benefit made allowable as a result of the payment). If pursuant to a Final Determination any adjustment (including a Transfer Pricing Adjustment) is made, or if a Transfer Pricing Adjustment otherwise occurs, which results in (i) a Tax for which the Arcosa Group is liable hereunder (or a reduction in the Tax Attributes of the Arcosa Group) and (ii) a corresponding Tax Benefit allowable to a member of the Trinity Group, Trinity shall make payment to Arcosa within twenty (20) Business Days following such Final Determination, in an amount equal to the present value of such Tax Benefit (including any Tax Benefit made allowable as a result of the payment). The amount of a Tax Benefit shall be calculated by: (x) using the highest relevant marginal Tax rates in effect at the time of the Final Determination; (y) assuming the relevant benefitting Group member will be liable for such Taxes at such rate and has no Tax Attributes at the time of the Final Determination; and (z) assuming that any such Tax Benefit is used at the earliest date allowable by applicable law. The present value referred to in this Section 5.02 shall be determined using a discount rate equal to the mid-term applicable federal rate in effect at the time of the Final Determination.

12

Section 6.   Tax-Free Status.

Section 6.01   Restrictions on Arcosa.

(a) Arcosa agrees that it will not take or fail to take, or permit any Arcosa Affiliate, as the case may be, to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Representation Letters, Tax Opinions or Rulings. Arcosa agrees that it will not take or fail to take, or permit any Arcosa Affiliate, as the case may be, to take or fail to take, any action which adversely affects or could reasonably be expected to adversely affect (A) the Tax-Free Status of the Contribution and the Distribution, or (B) the qualification of any Separation Transaction under U.S. federal, state, local or non-U.S. Tax Law as wholly or partially tax-free or tax-deferred (including, but not limited to, those transactions described in any of the Tax Opinions or Rulings received with respect to such Separation Transaction).

(b) Arcosa agrees that, from the date hereof until the first Business Day after the two-year anniversary of the Distribution Date, it will (i) maintain its status as a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, and (iii) not engage in any transaction or permit an Arcosa Affiliate to engage in any transaction that would result in Arcosa ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) or such other applicable Tax Law, taking into account Section 355(b)(3) of the Code for purposes of clauses (i) through (iii) hereof.

(c) Arcosa agrees that, from the date hereof until the first Business Day after the two-year anniversary of the Distribution Date, it will not and will not permit any Arcosa Affiliate engaged in or treated as engaged in the Active Trade or Business to, and will not enter into any agreement to and will not permit any such Arcosa Affiliate to enter into any agreement to, (i) enter into any Proposed Acquisition Transaction or, to the extent Arcosa has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (a) redeeming rights under a shareholder rights plan, (b) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (c) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of Arcosa’s charter or bylaws, (d) amending its certificate of incorporation to declassify its board of directors or approving any such amendment, or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to Arcosa pursuant to the Contribution or sell or transfer 25% or more of the gross assets of the Active Trade or Business or 25% or more of the consolidated gross assets of Arcosa and its Affiliates (such percentages to be measured based on fair market value as of the initial Distribution Date), (iv) redeem or otherwise repurchase (directly or through an Arcosa Affiliate) any Arcosa stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of Arcosa Capital Stock (including, without limitation, through the conversion of one class of Arcosa Capital Stock into another class of Arcosa Capital Stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters, Tax Opinions or Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would be reasonably likely to have the effect of causing or permitting one or more persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in Arcosa or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) Arcosa shall have requested that Trinity obtain a Ruling from the IRS in accordance with Section 6.03(b) and (d) of this Agreement to the effect that such transaction will not affect the Tax-Free Status and Trinity shall have received such a Ruling in form and substance satisfactory to Trinity in its reasonable discretion, or (B) Arcosa shall provide Trinity with an Unqualified Tax Opinion in form and substance satisfactory to Trinity in its reasonable discretion (and in determining whether an opinion is

13

satisfactory, Trinity may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion and Trinity may determine that no opinion would be acceptable to Trinity) or (C) Trinity shall have expressly waived in writing the requirement to obtain such Ruling or Unqualified Tax Opinion.

(d) Certain Issuances of Arcosa Capital Stock. If Arcosa proposes to enter into any Section 6.01(d) Acquisition Transaction or, to the extent Arcosa has the right to prohibit any Section 6.01(d) Acquisition Transaction, proposes to permit any Section 6.01(d) Acquisition Transaction to occur, in each case, during the period from the date hereof until the first Business Day after the two-year anniversary of the Distribution Date, Arcosa shall provide Trinity, no later than ten Business Days before the signing of any written agreement with respect to the Section 6.01(d) Acquisition Transaction, with a written description of such transaction (including the type and amount of Arcosa Capital Stock to be issued in such transaction) and a certificate of the board of directors of Arcosa to the effect that the Section 6.01(d) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 6.01(c) apply (a “Board Certificate”).

(e) Gain Recognition Agreements. Prior to any event that may result in recognition or recapture of income (including under any Gain Recognition Agreement) by Trinity or any member of the Trinity Group, Arcosa shall use (and shall cause the members of the Arcosa Group to use) all commercially reasonable efforts to eliminate such gain recognition or recapture of income or otherwise avoid or minimize the impact thereof to the Trinity Group, including by the execution of a Gain Recognition Agreement.

Section 6.02   Restrictions on Trinity. Trinity agrees that it will not take or fail to take, or permit any Trinity Affiliate, as the case may be, to take or fail to take, any action (i) where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Representation Letters, Tax Opinions or Rulings, or (ii) which adversely affects or could reasonably be expected to adversely affect (A) the Tax-Free Status of the Contribution and the Distribution, or (B) the qualification of any Separation Transaction under U.S. federal, state, local or non-U.S. Tax Law as tax free (including, but not limited to, those transactions described in any of the Tax Opinions or Rulings received with respect to such Separation Transaction) from so qualifying; provided, however, that this Section 6.02 shall not be construed as obligating Trinity to consummate the Distribution nor shall it be construed as preventing Trinity from terminating the Separation and Distribution Agreement pursuant to Section 10.10 thereof. For avoidance of doubt, Arcosa’s sole recourse for violations of this Section 6.02 shall be as set forth in Section 6.04(b).

Section 6.03   Procedures Regarding Opinions and Rulings.

(a) If Arcosa notifies Trinity that it desires to take one of the actions described in clauses (i) through (vi) of Section 6.01(c) (a “Notified Action”), Trinity and Arcosa shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 6.01(c), unless Trinity shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion; provided that seeking any Ruling shall require the consent of Trinity, such consent not to be unreasonably withheld.

(b) Rulings or Unqualified Tax Opinions at Arcosa’s Request. Trinity agrees that at the reasonable request of Arcosa pursuant to Section 6.01(c), Trinity shall cooperate with Arcosa and use reasonable efforts to seek to obtain, as expeditiously as possible, a Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Arcosa to take the Notified Action; provided that seeking any Ruling shall require the consent of Trinity, such consent not to be unreasonably withheld. Further, in no event shall Trinity be required to file any Ruling Request under this Section 6.03(b) unless Arcosa represents that (A) it has read the Ruling Request, and (B) all information and representations, if any, relating to any member of the Arcosa Group, contained in the Ruling Request documents are (subject to any qualifications therein) true, correct and complete. Arcosa shall reimburse Trinity for all third-party and other reasonable costs and expenses, including $200 per hour for expenses relating to the utilization of Trinity Group personnel, incurred by the Trinity Group in obtaining a Ruling or Unqualified Tax Opinion requested by Arcosa within ten Business Days after receiving an invoice from Trinity therefor; provided that Arcosa shall not be required to reimburse Trinity for such Trinity Group personnel expenses except to the extent that the aggregate amount of such personnel expenses exceeds $10,000 or the aggregate time spent by Trinity Group personnel in connection with such cooperation exceeds 50 hours.

14

(c) Rulings or Unqualified Tax Opinions at Trinity’s Request. Trinity shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Trinity determines to obtain a Ruling or an Unqualified Tax Opinion, Arcosa shall (and shall cause each Affiliate of Arcosa to) cooperate with Trinity and take any and all actions reasonably requested by Trinity in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Arcosa shall not be required to make (or cause any Affiliate of Arcosa to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Trinity shall reimburse Arcosa for all third-party and other reasonable costs and expenses, including $200 per hour for expenses relating to the utilization of Arcosa Group personnel, incurred by the Arcosa Group in connection with such cooperation within ten Business Days after receiving an invoice from Arcosa therefor; provided that Trinity shall not be required to reimburse Arcosa for such Arcosa Group personnel expenses except to the extent that the aggregate amount of such personnel expenses exceeds $10,000 or the aggregate time spent by Arcosa Group personnel in connection with such cooperation exceeds 50 hours.

(d) Arcosa hereby agrees that Trinity shall have sole and exclusive control over the process of obtaining any Ruling, and that only Trinity shall apply for a Ruling. In connection with obtaining a Ruling pursuant to Section 6.03(b), (A) Trinity shall keep Arcosa informed in a timely manner of all material actions taken or proposed to be taken by Trinity in connection therewith; (B) Trinity shall (1) reasonably in advance of the submission of any Ruling Request documents provide Arcosa with a draft copy thereof, (2) reasonably consider Arcosa’s comments on such draft copy, and (3) provide Arcosa with a final copy; and (C) Trinity shall provide Arcosa with notice reasonably in advance of, and Arcosa shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Ruling. Neither Arcosa nor any Arcosa Affiliate directly or indirectly controlled by Arcosa shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution or the Distribution (including the impact of any transaction on the Contribution or the Distribution).

Section 6.04   Liability for Tax-Related Losses.

(a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c) may have been provided), subject to Section 6.04(c), Arcosa shall be responsible for, and shall indemnify and hold harmless Trinity and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of Arcosa’s stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Arcosa with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Arcosa representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Arcosa after the Distribution (including, without limitation, any amendment to Arcosa’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Arcosa stock (including, without limitation, through the conversion of one class of Arcosa Capital Stock into another class of Arcosa Capital Stock), (D) any act or failure to act by Arcosa or any Arcosa Affiliate described in Section 6.01 (regardless whether such act or failure to act may be covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c), or a Board Certificate described in Section 6.01(d)) or (E) any breach by Arcosa of its agreement and representation set forth in Section 6.01(a).

(b) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 6.04(c), Trinity shall be responsible for, and shall indemnify and hold harmless Arcosa and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more

15

of the following: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of Trinity’s stock and/or its assets by any means whatsoever by any Person, (B) any negotiations, agreements or arrangements by Trinity with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Trinity representing a Fifty-Percent or Greater Interest therein, or (C) any act or failure to act by Trinity or a member of the Trinity Group described in Section 6.02 or any breach by Trinity of its agreement and representation set forth in Section 6.02, limited, in each case, to Tax-Related Losses arising from Taxes of the Trinity Group for which an Arcosa Entity is found jointly, severally or secondarily liable pursuant to the provisions of Treasury Regulations Section 1.1502-6 (or similar provisions of state, local or foreign Tax Law).

(c)

(i) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 6.04(a) and (b), responsibility for such Tax-Related Loss shall be shared by Trinity and Arcosa according to relative fault.

(ii) Notwithstanding anything in Section 6.04(b) or (c)(i) or any other provision of this Agreement or the Separation and Distribution Agreement to the contrary:

(A) with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Trinity) and (II) any other Tax-Related Loss resulting (for the absence of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of Arcosa (or any Arcosa Affiliate) by any means whatsoever by any Person or any action or failure to act by Arcosa affecting the voting rights of Arcosa stock, Arcosa shall be responsible for, and shall indemnify and hold harmless Trinity and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss; and

(B) for purposes of calculating the amount and timing of any Tax-Related Loss for which Arcosa is responsible under this Section 6.04, Tax-Related Losses shall be calculated by assuming that Trinity, the Trinity Affiliated Group and each member of the Trinity Group (I) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year.

(iii) Notwithstanding anything in Section 6.04(a) or (c)(i) or any other provision of this Agreement or the Separation and Distribution Agreement to the contrary, with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Arcosa) and (II) any other Tax-Related Loss resulting (for the absence of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of Trinity (or any Trinity Affiliate) by any means whatsoever by any Person, Trinity shall be responsible for, and shall indemnify and hold harmless Arcosa and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss.

(d) Arcosa shall pay Trinity the amount of any Tax-Related Losses for which Arcosa is responsible under this Section 6.04: (A) in the case of Tax-Related Losses described in clause (i) of the definition of Tax-Related Losses no later than twenty Business Days prior to the date Trinity files, or causes to be filed, the applicable Tax Return for the year of the Contribution or Distribution, as applicable (the “Filing Date”) (provided that if such Tax-Related Losses arise pursuant to a Final Determination described in clause (i), (ii) or (iii) of the definition of “Final Determination”, then Arcosa shall pay Trinity no later than twenty Business Days after the date of such Final Determination with interest calculated at the Prime Rate plus two percent, compounded semiannually, from the date that is two Business Days prior to the Filing Date through the date of such Final Determination) and (B) in the case of Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Losses, no later than twenty Business Days after the date Trinity pays such Tax-Related Losses. Trinity shall pay Arcosa the amount of any Tax-Related Losses (described in clause (ii) or (iii) of the definition of Tax-Related Loss) for which Trinity is responsible under this Section 6.04 no later than twenty Business Days after the date Arcosa pays such Tax-Related Losses.

16

(e) To the extent that neither Trinity nor Arcosa would be responsible for a Tax-Related Loss pursuant to Section 6.04(a), Section 6.04(b) or Section 6.04(c), responsibility for such Tax-Related Loss shall be shared by Trinity and Arcosa in accordance with Trinity’s and Arcosa’s relative market capitalizations as of the Distribution Date (determined based upon the average trading prices of Trinity and Arcosa during the ten trading days beginning on the Distribution Date).

Section 7.   Assistance and Cooperation.

Section 7.01   Assistance and Cooperation.

(a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Section 8. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the Trinity Group, on the one hand, or a member of the Arcosa Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 7 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. Arcosa shall cooperate with Trinity and take any and all actions reasonably requested by Trinity in connection with obtaining the Tax Opinions or the Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority; provided that, Arcosa shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). The requesting Company shall reimburse the other Company for all third-party and other reasonable costs and expenses, including $200 per hour for expenses relating to the utilization of the other Group’s personnel, incurred by the cooperating Group in complying with this Section 7.01(a) within ten Business Days after receiving an invoice from the cooperating Company therefor; provided that neither Company shall be required to reimburse the other for such personnel expenses except to the extent that the aggregate amount of such cooperating Group personnel expenses exceeds $10,000 or the aggregate time spent by the cooperating Group personnel in connection with such cooperation exceeds 50 hours.

(b) Any information or documents provided under this Section 7 shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Trinity nor any Trinity Affiliate shall be required to provide Arcosa or any Arcosa Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Arcosa, the business or assets of Arcosa or any Arcosa Affiliate and (ii) in no event shall Trinity or any Trinity Affiliate be required to provide Arcosa, any Arcosa Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that Trinity determines that the provision of any information or documents to Arcosa or any Arcosa Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Companies shall use reasonable best efforts to permit compliance with its obligations under this Section 7 in a manner that avoids any such harm or consequence.

Section 7.02   Income Tax Return Information. Arcosa and Trinity acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by Trinity or Arcosa pursuant to Section 7.01 or this Section 7.02. Arcosa and Trinity acknowledge that failure to conform to the reasonable deadlines set by Trinity or Arcosa could cause irreparable harm. Each Company shall provide to the other Company information and

17

documents relating to its Group required by the other Company to prepare Tax Returns, including, but not limited to, any pro forma returns required by the Responsible Company for purposes of preparing such Tax Returns. Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and at or prior to the time reasonably specified by the Responsible Company so as to enable the Responsible Company to file such Tax Returns on a timely basis.

Section 7.03   Reliance by Trinity. If any member of the Arcosa Group supplies information to a member of the Trinity Group in connection with a Tax liability and an officer of a member of the Trinity Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Trinity Group identifying the information being so relied upon, the chief financial officer of Arcosa (or any officer of Arcosa as designated by the chief financial officer of Arcosa) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Section 7.04   Reliance by Arcosa. If any member of the Trinity Group supplies information to a member of the Arcosa Group in connection with a Tax liability and an officer of a member of the Arcosa Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Arcosa Group identifying the information being so relied upon, the chief financial officer of Trinity (or any officer of Trinity as designated by the chief financial officer of Trinity) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Section 8.   Tax Records.

Section 8.01   Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Trinity shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) two years after the expiration of any applicable statutes of limitations, or (ii) ten years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 60 Business Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, Arcosa determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Arcosa may decommission or discontinue such program or system upon 90 days’ prior notice to Trinity and Trinity shall have the opportunity, at its cost and expense, to copy, within such 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 8.02   Access to Tax Records. The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Company and its Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax auditor direct access during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Company in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement. The Company (and any of its Affiliates) seeking access to such Tax Records shall reimburse the other Company for all third-party and other reasonable costs and expenses, including $200 per hour for expenses relating to the utilization of the other Group’s personnel, incurred by the cooperating Group in complying with this Section 8.02 within ten Business Days after receiving an invoice from the cooperating Company therefor; provided that neither

18

Company shall be required to reimburse the other for such personnel expenses except to the extent that the aggregate amount of such cooperating Group personnel expenses exceeds $10,000 or the aggregate time spent by the cooperating Group personnel in connection with such cooperation exceeds 50 hours.

Section 8.03   Preservation of Privilege. No member of the Arcosa Group shall provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of Trinity, such consent not to be unreasonably withheld.

Section 9.Tax Contests.

Section 9.01   Notice. Each of the Companies shall provide prompt notice to the other Company of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related to Taxes for Tax Periods for which it is indemnified by the other Company hereunder or for which it may be required to indemnify the other Company hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified Company has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Company fails to give the indemnifying Company prompt notice of such asserted Tax liability and the indemnifying Company is entitled under this Agreement to contest the asserted Tax liability, then (i) if the indemnifying Company is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Company shall have no obligation to indemnify the indemnified Company for any Taxes arising out of such asserted Tax liability, and (ii) if the indemnifying Company is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying Company, then any amount which the indemnifying Company is otherwise required to pay the indemnified Company pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 9.02   Control of Tax Contests.

(a) Separate Returns.In the case of any Tax Contest with respect to any Separate Return, the Company having liability for the Tax pursuant to Section 2 hereof shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 9.02(c) and (d) below.

(b) Joint Return. In the case of any Tax Contest with respect to any Joint Return, Trinity shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 9.02(c) and (d) below.

(c) Settlement Rights. The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party. Unless waived by the Companies in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (v) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in Section 9.02(a) or (b),

19

“Controlling Party” means the Company entitled to control the Tax Contest under such Section and “Non-Controlling Party” means the other Company.

(d) Tax Contest Participation. Unless waived by the Companies in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section 9.02(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(e) Power of Attorney. Each member of the Arcosa Group shall execute and deliver to Trinity (or such member of the Trinity Group as Trinity shall designate) any power of attorney or other similar document reasonably requested by Trinity (or such designee) in connection with any Tax Contest (as to which Trinity is the Controlling Party) described in this Section 9. Each member of the Trinity Group shall execute and deliver to Arcosa (or such member of the Arcosa Group as Arcosa shall designate) any power of attorney or other similar document requested by Arcosa (or such designee) in connection with any Tax Contest (as to which Arcosa is the Controlling Party) described in this Section 9.

Section 10.   Effective Date. This Agreement shall be effective as of the date hereof.

Section 11.   Survival of Obligations. The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Section 12.   Treatment of Payments.

Section 12.01   Treatment of Tax Indemnity Payments. In the absence of any change in Tax treatment under the Code or except as otherwise required by other applicable Tax Law, any Tax indemnity payments made by a Company under this Agreement shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the regulations thereunder or Treasury Regulations Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or retained liability. Except to the extent provided in Section 12.02, any Tax indemnity payment made by a Company under this Agreement shall be increased as necessary so that after making all payments in respect to Taxes imposed on or attributable to such indemnity payment, the recipient Company receives an amount equal to the sum it would have received had no such Taxes been imposed. For the avoidance of doubt, all payments made pursuant to this Agreement shall be between Trinity and Arcosa (and no other Group companies).

Section 12.02   Interest Under This Agreement. Anything herein to the contrary notwithstanding, to the extent one Company (“Indemnitor”) makes a payment of interest to another Company (“Indemnitee”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

Section 13.   Disagreements.

Section 13.01   Discussion. The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement between any member of the Trinity Group and any member of the Arcosa Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder (a “Dispute”), a Company’s Tax department must provide written notice of such Dispute (“Dispute Notice”). Within thirty (30) days of receipt by a Company of a Dispute Notice, the receiving Company’s Tax department shall submit to the other Company’s Tax

20

department a written response. The Dispute Notice and the response shall each include a statement of the Company’s position, a general summary of the arguments (including relevant facts and circumstances) supporting that position, the name and title of the Company’s representatives who will represent the Company and any other person(s) in negotiation of the Dispute. The Tax departments of the Companies shall negotiate in good faith to resolve the Dispute.

Section 13.02   Escalation. If such good faith negotiations do not resolve the Dispute within forty-five (45) days from the time of receipt of the response to the Dispute Notice and the forty-five (45) day period is not extended by mutual written consent, then the Chief Financial Officers of the Companies shall enter into negotiations for a reasonable period of time to settle such Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed by the Companies in writing, exceed thirty (30) days from the 45^th day noted above, if and as extended by mutual agreement of the Companies, as provided for in Section 8.1 of the Separation and Distribution Agreement. If such good faith negotiations between the Chief Financial Officers do not resolve the Dispute within such period, then the Chief Executive Officers of the Companies shall enter into negotiations for a reasonable period of time to settle such Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed by the Companies in writing, exceed thirty (30) days from the 30^th day noted above, if and as extended by mutual agreement of the Companies, as provided for in Section 8.1 of the Separation and Distribution Agreement. Except as expressly provided herein, Disputes hereunder shall not be subject to the dispute resolution procedures set forth in the Separation and Distribution Agreement.

Section 13.03   Referral to Tax Advisor. If the Companies are not able to resolve the Dispute through the escalation process referred to above, then the matter will be referred to a Tax Advisor acceptable to each of the Companies to act as an arbitrator in order to resolve the Dispute. In the event that the Companies are unable to agree upon a Tax Advisor within 15 Business Days following the completion of the escalation process, the Companies shall each separately retain an independent, nationally recognized law or accounting firm (each, a “Preliminary Tax Advisor”), which Preliminary Tax Advisors shall jointly select a Tax Advisor on behalf of the Companies to act as an arbitrator in order to resolve the Dispute. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Dispute as soon as practical, but in any event no later than 30 Business Days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be final and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. Each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor (and the Preliminary Tax Advisors, if any). All fees and expenses of the Tax Advisor (and the Preliminary Tax Advisors, if any) in connection with such referral shall be shared equally by the Companies.

Section 13.04   Injunctive Relief. Nothing in this Section 13 will prevent either Company from seeking injunctive or other similar equitable relief if any delay resulting from the efforts to resolve the Dispute through the process set forth above could result in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, Trinity and Arcosa are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of Trinity and Arcosa will cause its respective Group members not to commence any dispute resolution procedure other than through such Company as provided in this Section 13.

Section 14.   Late Payments. Any amount owed by one Company to another Company under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two percent, compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Section 14 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Section 14 or the interest rate provided under such other provision.

Section 15.   Expenses. Except as otherwise provided in this Agreement, each Company and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Section 16.   General Provisions.

Section 16.01   Addresses and Notices. All notices, requests, claims, demands and other communications under this Agreement as between the Companies shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be

21

deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Companies at the following addresses (or at such other address for a Company as shall be specified in a notice given in accordance with this Section 16.01).

If to Trinity:

Trinity Industries, Inc. 2525 N. Stemmons Freeway Dallas, Texas 75207-2401
Attention:	[               ]

with a copy to:

[               ]
Attention:	[               ]

If to Arcosa:

Arcosa, Inc. [_] [_]
Attention:	[               ]

with a copy to:

[               ]
Attention:	[               ]

A Company may change the address for receiving notices under this Agreement by providing written notice of the change of address to the other Company.

Section 16.02   Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Companies and their successors and assigns.

Section 16.03   Waiver. The Companies may waive a provision of this Agreement only by a writing signed by the Company intended to be bound by the waiver. A Company is not prevented from enforcing any right, remedy or condition in the Company’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Company specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Company’s rights and remedies in this Agreement is not intended to be exclusive, and a Company’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 16.04   Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

Section 16.05   Authority. Each of the Companies represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 16.06   Further Action. The Companies shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement,

22

including the execution and delivery to the other Company and its Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Company in accordance with Section 9.

Section 16.07   Integration. This Agreement contains the entire agreement between the Companies with respect to the subject matter hereof and supersedes all other agreements, whether or not written, in respect of any Tax between or among any member or members of the Trinity Group, on the one hand, and any member or members of the Arcosa Group, on the other hand. All such other agreements shall be of no further effect between the Companies and any rights or obligations existing thereunder shall be fully and finally settled, calculated as of the date hereof. In the event of any inconsistency between this Agreement and the Separation and Distribution Agreement or any of the Transfer Documents (as defined in the Separation and Distribution Agreement), or any other agreements relating to the transactions contemplated by the Separation and Distribution Agreement, with respect to the subject matter hereof, the provisions of this Agreement shall control.

Section 16.08   Construction. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against either Company. The captions, titles and headings included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to Dallas, Texas time unless otherwise expressly provided herein.

Section 16.09   No Double Recovery. No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, a Company shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

Section 16.10   Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and, shall become effective when one or more such counterparts have been signed by each of the Companies and delivered to the other Company. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 16.11   Governing Law. This Agreement, and all actions, causes of action, or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 16.12   Jurisdiction. Except as expressly contemplated by another provision of this Agreement, each of the Companies hereto agrees that the appropriate, exclusive and convenient forum for any disputes between any of the Companies hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court (the “Delaware Courts”). Each of the Companies further agrees that delivery of notice or document by United States registered mail to such Party’s respective address set forth in Section 16.01 shall be effective as to the contents of such notice or document, provided that service of process or summons for any action, suit or proceeding in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 16.12 shall be effective only pursuant to service on a Company’s registered agent for service of process. Each of the Companies irrevocably and unconditionally waives

23

any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 16.13   Waiver of Jury Trial. SUBJECT TO SECTION 13, EACH OF THE COMPANIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE COMPANIES, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF SUCH AGREEMENT. EACH OF THE COMPANIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER COMPANY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER COMPANY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO COMPANY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY COMPANY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.13.

Section 16.14   Amendment. The Companies may amend this Agreement only by a written agreement signed by each party to be bound by the amendment and that identifies itself as an amendment to this Agreement.

Section 16.15   Subsidiaries. If, at any time, Arcosa acquires or creates one or more subsidiaries that are includable in the Arcosa Group, they shall be subject to this Agreement and all references to the Arcosa Group herein shall thereafter include a reference to such subsidiaries. If, at any time, Trinity acquires or creates one or more subsidiaries that are includable in the Trinity Group, they shall be subject to this Agreement and all references to the Trinity Group herein shall thereafter include a reference to such subsidiaries.

Section 16.16   Successors. This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to either Company (including but not limited to any successor of Trinity or Arcosa succeeding to the Tax attributes of either under Section 381 of the Code), to the same extent as if such successor had been an original party to this Agreement.

Section 16.17   Injunctions. The Companies agree that irreparable damage would occur in the event that the provisions of this Agreement, including Section 6.01, were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Companies shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any dispute resolution in accordance with Section 13, (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, including an injunction or injunctions to prevent breaches of the provisions of this Agreement, including Section 6.01, and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 16.18   No Reliance on Other Company. The Companies represent to each other that this Agreement is entered into with full consideration of any and all rights which the Companies may have. The Companies have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. The Companies are not relying upon any representations or statements made by the other Company, or such other Company’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Companies are not relying upon a legal duty, if one exists, on the part of the other Company (or such other Company’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that neither Company shall ever assert any failure to disclose information on the part of the other Company as a ground for challenging this Agreement or any provision hereof.

24

Section 16.19   Consequential Damages. In no event shall Trinity, Arcosa or their respective Affiliates, officers, directors, employees or other agents be liable under this Agreement for any punitive, exemplary, special, incidental, indirect or consequential damages of any kind or nature, and in no event shall Trinity, Arcosa or any of their respective Affiliates, officers, directors, employees or other agents be liable under this Agreement for lost profits, opportunity costs, diminution in value or damages based upon a multiple of earnings or similar financial measure, even if under applicable law such lost profits, opportunity costs, diminution in value, or such damages would not be considered consequential or special damages; provided, however, that, for the avoidance of doubt, this Section 16.19 shall not limit recovery under this Agreement for any amounts paid or payable to a Tax Authority or any other amounts expressly recoverable under this Agreement.

25

IN WITNESS WHEREOF, each Company has caused this Agreement to be executed on its behalf by a duly authorized officer on the date first set forth above.

TRINITY INDUSTRIES, INC., a Delaware corporation
By:
	Name:
	Title:
ARCOSA, INC., a Delaware corporation
By:
	Name:
	Title:

26

EX-10.3

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

TRINITY INDUSTRIES, INC.

AND

ARCOSA, INC.

DATED AS OF [               ]
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

TABLE OF CONTENTS

		Page
Article I DEFINITIONS
Section 1.01	Definitions		1
Section 1.02	Interpretation		4
Article II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES
Section 2.01	General Principles		4
Section 2.02	Service Credit		6
Section 2.03	Benefit Plans		6
Section 2.04	Individual Agreements		7
Section 2.05	Collective Bargaining		7
Section 2.06	Multiemployer Pension Plans		8
Article III ASSIGNMENT OF EMPLOYEES
Section 3.01	Active Employees		8
Section 3.02	Global No-Hire and Non-Solicitation		9
Article IV EQUITY, INCENTIVE AND DIRECTOR COMPENSATION
Section 4.01	Generally		9
Section 4.02	Equity Incentive Awards		9
Section 4.03	Non-Equity Incentive Plans		13
Section 4.04	Director Compensation Program		13
Article V U.S. QUALIFIED RETIREMENT PLANS
Section 5.01	Trinity Defined Benefit Pension Plan		14
Section 5.02	Arcosa Profit Sharing Plan		14
Article VI U.S. NONQUALIFIED PLANS
Section 6.01	Arcosa Nonqualified Plans		15
Section 6.02	Retained Nonqualified Plans		16
Section 6.03	No Distributions		16

i

		Page
Article VII WELFARE BENEFIT PLANS
Section 7.01	Welfare Plans		17
Section 7.02	U.S. COBRA and HIPAA		18
Section 7.03	Vacation, Holidays and Leaves of Absence		18
Section 7.04	Severance and Unemployment Compensation		18
Section 7.05	Workers’ Compensation		19
Section 7.06	Insurance Contracts		19
Section 7.07	Third-Party Vendors		19
Article VIII NON-U.S. EMPLOYEES
Section 8.01	Non-U.S. Employees		19
Article IX MISCELLANEOUS
Section 9.01	Employee Records		19
Section 9.02	Preservation of Rights to Amend		20
Section 9.03	Fiduciary Matters		20
Section 9.04	Further Assurances		20
Section 9.05	Counterparts; Entire Agreement; Corporate Power		20
Section 9.06	Governing Law		21
Section 9.07	Assignability		21
Section 9.08	No Third-Party Beneficiaries		21
Section 9.09	Notices		21
Section 9.10	Severability		22
Section 9.11	Headings		22
Section 9.12	Survival of Covenants		22
Section 9.13	Waivers of Default		22
Section 9.14	Dispute Resolution		22
Section 9.15	Consent to Jurisdiction		22
Section 9.16	Specific Performance		22
Section 9.17	Waiver of Jury Trial		22
Section 9.18	Amendments		23
Section 9.19	Limitations of Liability		23
Section 9.20	No Reliance on Other Party; Mutual Drafting		23

ii

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of [•], 2018 (this “Agreement”), is by and between Trinity Industries, Inc., a Delaware corporation (“Trinity”), and Arcosa, Inc., a Delaware corporation (“Arcosa”).

R E C I T A L S:

WHEREAS, the board of directors of Trinity (the “Trinity Board”) has determined that it is in the best interests of Trinity and its stockholders to create a new publicly traded company that shall operate the Arcosa Business;

WHEREAS, in furtherance of the foregoing, the Trinity Board has determined that it is appropriate and desirable to separate the Arcosa Business from the Trinity Business (the “Separation”) and, following the Separation, distribute, on a pro rata basis to holders of shares of Trinity Common Stock on the Record Date, all the outstanding shares of Arcosa Common Stock owned by Trinity (the “Distribution”);

WHEREAS, in order to effectuate the Separation and Distribution, Trinity and Arcosa have entered into a Separation and Distribution Agreement, dated as of [•], 2018 (the “Separation and Distribution Agreement”); and

WHEREAS, in addition to the matters addressed by the Separation and Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation and employee benefit plan matters.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01   Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in the Separation and Distribution Agreement.

“Agreement” has the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 9.16.

“Arcosa” has the meaning set forth in the preamble to this Agreement.

“Arcosa 2018 PBRSU” has the meaning set forth in Section 4.02(a).

“Arcosa 2018 RSU” has the meaning set forth in Section 4.02(a).

“Arcosa Awards” means Arcosa 2018 PBRSUs, Arcosa 2018 RSUs, Arcosa Restricted Stock Awards and Arcosa RSUs, as applicable.

“Arcosa Benefit Plan” means any Benefit Plan established, sponsored, maintained or contributed to by a member of the Arcosa Group as of or after the Effective Time.

“Arcosa Board” means the Board of Directors of Arcosa.

“Arcosa Director Fees Plan” means the Arcosa, Inc. Director Fees Plan.

“Arcosa Equity Incentive Plan” means the Arcosa 2018 Equity Incentive Plan.

“Arcosa Group” has the meaning set forth in the Separation and Distribution Agreement.

“Arcosa Group Defined Benefit Plan Participants” means any Arcosa Group Employee and any Former Arcosa Group Employee who has accrued a benefit under a Trinity Pension Plan.

“Arcosa Group Employee” means any individual (i) whose existing assignment is with a member of the Arcosa Group or Arcosa business unit immediately prior to the Effective Time or by designation in the HRIS system of record (PeopleSoft or otherwise) of Trinity and (ii) set forth on Schedule 1.01 hereto (including in each case any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the Trinity Human Resources department or otherwise taken in accordance with applicable Law).

1

“Arcosa Profit Sharing Plan” means the Profit Sharing Plan of Arcosa.

“Arcosa Ratio” means the adjustment ratio adopted by the Trinity Board prior to the Effective Time for the purpose of making equitable adjustments to the awards held by Arcosa Group Employees under the Trinity Equity Incentive Plans.

“Arcosa RSU” means an award of time-based restricted stock units assumed pursuant to the Arcosa Equity Incentive Plan in accordance with Sections 4.02(b) and (c).

“Arcosa Supplemental Profit Sharing Plan” means the Arcosa Supplemental Profit Sharing Plan.

“Arcosa Welfare Plans” means the Welfare Plans established, sponsored, maintained or contributed to by any member of the Arcosa Group for the benefit of Arcosa Group Employees and Former Arcosa Group Employees.

“Benefit Plan” means any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including pension plans, savings plans, retirement plans, supplemental plans, deferred compensation plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, the term “Benefit Plan” does not include any government−sponsored benefits, such as workers’ compensation, unemployment or any similar plans, programs or policies.

“COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code.

“Distribution” has the meaning set forth in the recitals to this Agreement.

“Effective Time” means the Distribution Effective Time as defined in the Separation and Distribution Agreement.

“Employee” means any Trinity Group Employee or Arcosa Group Employee.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“FICA” has the meaning set forth in Section 3.01(e).

“Former Arcosa Group Employee” means any individual who is a former employee of Trinity or any of its Subsidiaries or former Subsidiaries as of the Effective Time, in each case, whose last date of employment with Trinity was with a member of the Arcosa Group or an Arcosa business unit and who is designated as such in the HRIS system of record (PeopleSoft or otherwise) of Trinity as of the individual’s last date of employment (other than Former Employees set forth on Schedule 1.01 hereto). In the event that an individual’s last applicable business unit is incapable of being identified under existing systems, such individual will be treated as a Former Trinity Employee.

“Former Employees” means Former Trinity Group Employees and Former Arcosa Group Employees.

“Former Trinity Group Employee” means any (i) individual who is a former employee of the Trinity Group as of the Effective Time and who is not a Former Arcosa Group Employee and (ii) former Employees set forth on Schedule 1.01 hereto.

“FUTA” has the meaning set forth in Section 3.01(e).

“General Continuation Period” means a period of time commencing as of the Distribution Date and ending on the 12-month anniversary of the Distribution Date.

“HIPAA” means the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

“Individual Agreement” means any individual (i) employment contract, (ii) retention, bonus, severance or change in control agreement, (iii) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of taxes and living standards in the host

2

country), (iv) individual agreement relating to fringe benefits, tuition reimbursements, relocation expenses, or other repayment agreement, or (v) other agreement containing restrictive covenants (including confidentiality, non−competition and non−solicitation provisions) between a member of the Trinity Group and an Arcosa Group Employee or a Former Arcosa Group Employee, as in effect immediately prior to the Effective Time.

“IRS” means the United States Department of Treasury Internal Revenue Service.

“Party” means a party to this Agreement.

“Post-Distribution Arcosa Director Phantom Shares” has the meaning set forth in Section 4.02(e)(ii).

“Post-Distribution Trinity Director Phantom Shares” has the meaning set forth in Section 4.02(e)(i).

“Post-Distribution Trinity RSU” has the meaning set forth in Section 4.02(a)(i).

“Post-Distribution Trinity 2018 PBRSU” has the meaning set forth in Section 4.02(a).

“Post-Distribution Trinity 2018 RSU” has the meaning set forth in Section 4.02(a).

“Providing Party” has the meaning set forth in Section 2.02(c).

“Requesting Party” has the meaning set forth in Section 2.02(c).

“Separation and Distribution Agreement” has the meaning set forth in the recitals to this Agreement.

“Transferred Account Balances” has the meaning set forth in Section 7.01(d).

“Transferred Director” has the meaning set forth in Section 4.04(a).

“Trinity” has the meaning set forth in the preamble to this Agreement.

“Trinity 2005 Director Fees Plan” means the Trinity Industries, Inc. 2005 Deferred Plan for Director Fees.

“Trinity 2018 PBRSU” means a 2018 performance-based restricted stock unit award granted pursuant to a Trinity Equity Incentive Plan that is outstanding as of immediately prior to the Effective Time.

“Trinity 2018 RSU” means a 2018 time-based restricted stock unit award (including such awards granted to non-employee Directors) granted pursuant to a Trinity Equity Incentive Plan that is outstanding as of immediately prior to the Effective Time.

“Trinity Awards” means Post-Distribution Trinity 2018 PBRSUs, Post-Distribution Trinity 2018 RSUs, Trinity 2018 PBRSUs and Trinity 2018 RSUs, Trinity Restricted Stock Awards, Trinity PBRSUs, Trinity RSUs, as applicable.

“Trinity Benefit Plan” means any Benefit Plan established, sponsored or maintained by Trinity or any of its Subsidiaries immediately prior to the Effective Time, excluding any Arcosa Benefit Plan.

“Trinity Board” has the meaning set forth in the recitals to this Agreement.

“Trinity Director Fees Plan” means the Trinity Industries, Inc. Deferred Plan for Director Fees.

“Trinity Director Phantom Share” means a cash-based phantom share credited under the Trinity 2005 Director Fees Plan, the value of which is equal to the value of a Trinity Share.

“Trinity Equity Incentive Plan” means any equity compensation plan sponsored or maintained by Trinity immediately prior to the Effective Time, including the Fourth Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Third Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Second Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan and the Trinity Industries, Inc. 1993 Stock Option and Incentive Plan.

“Trinity Group Defined Benefit Plan Participant” means any Employee or Former Employee who has accrued a benefit under the Trinity Pension Plans excluding all Arcosa Group Defined Benefit Plan Participants.

3

“Trinity Group Employee” means each individual who is employed by the Trinity Group as of the Effective Time and who is not an Arcosa Group Employee (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the Trinity Human Resources department or otherwise taken in accordance with applicable Law).

“Trinity Human Resources Committee” means the Human Resources Committee of the Trinity Board.

“Trinity Non-Equity Incentive Plans” means the Trinity Industries, Inc. Annual Incentive Plan, and any other cash-based incentive bonus plans as in effect immediately prior to the Effective Time.

“Trinity PBRSU” means a 2016 or 2017 performance-based restricted stock unit award granted pursuant to a Trinity Equity Incentive Plan that is outstanding as of immediately prior to the Effective Time.

“Trinity Pension Plans” means the HBC Barge Inc. Hourly Employees Retirement Income Plan, the Pension Plan for Collective Bargaining Employees at the Girard and Brier Hill Plants of Trinity Highway Products LLC, the Retirement Plan for Hourly Employees of Trinity Highway (formerly Syro Steel Company - Western Division), the Trinity Industries, Inc. Marine Group Pension Plan, the Trinity Rail Group LLC Pension Plan for Hourly Paid Employees at Winder and Cartersville Plants, and the Trinity Industries, Inc. Standard Pension Plan.

“Trinity Profit Sharing Plan” means the Profit Sharing Plan for Employees of Trinity Industries, Inc.

“Trinity Ratio” means the adjustment ratio adopted by the Trinity Board prior to the Effective Time for the purpose of making equitable adjustments to the awards held by Trinity Group Employees under the Trinity Equity Incentive Plans.

“Trinity Restricted Stock Award” means a restricted stock award (including non-employee Director restricted stock awards, restricted stock awards, career shares and career step shares) granted pursuant to a Trinity Equity Incentive Plan that is outstanding as of immediately prior to the Effective Time.

“Trinity RSU” means (i) a time-based restricted stock unit award granted to a participant (other than a non-employee Director) prior to January, 2018 and (ii) a time-based restricted stock unit award granted to a non-employee Director prior to January, 2018, in each case, whether vested, unvested or deferred, pursuant to a Trinity Equity Incentive Plan that is outstanding as of immediately prior to the Effective Time.

“Trinity Supplemental Profit Sharing Plan” means the Trinity Industries, Inc. Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2005.

“Trinity Supplemental Retirement Plan” means the Trinity Industries, Inc. Supplemental Retirement Plan.

“Trinity Welfare Plan” means any Welfare Plan established, sponsored, maintained or contributed to by Trinity or any of its Subsidiaries for the benefit of Employees or Former Employees, including but not limited to each Welfare Plan listed on Schedule 1.01(c) but excluding any Arcosa Welfare Plan.

“Welfare Plan” means any “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse and retiree health), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time-off programs, contribution funding toward a health savings account, flexible spending accounts or cashable credits.

Section 1.02   Interpretation. Section 1.2 of the Separation and Distribution Agreement is hereby incorporated by reference.

ARTICLE II

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01   General Principles.

(a) Acceptance and Assumption of Arcosa Liabilities. On or prior to the Effective Time, but in any case prior to the Distribution, Arcosa shall accept, assume and agree to faithfully perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered an Arcosa Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom

4

such Liabilities are asserted or determined or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication) by any member of the Trinity Group or the Arcosa Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates:

(i) any and all wages, salaries, incentive compensation (subject to the provisions of Section 4.03), equity compensation (subject to the provisions of Section 4.02), commissions, bonuses and any other employee compensation or benefits (subject to the provisions of Section 2.02), payable to or on behalf of any Arcosa Group Employees and Former Arcosa Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims made by or with respect to any Arcosa Group Employees or Former Arcosa Group Employees in connection with any Arcosa Benefit Plan pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement;

(iii) all service-related Liabilities to any individual who is or was an independent contractor, temporary employee, consultant, freelancer, agency employee, leased employee, or other non-payroll worker primarily connected to an Arcosa Business; and

(iv) any and all Liabilities expressly assumed or retained by any member of the Arcosa Group pursuant to this Agreement.

(b) Acceptance and Assumption of Trinity Liabilities. On or prior to the Effective Time, but in any case prior to the Distribution, Trinity shall accept, assume and agree to faithfully perform, discharge and fulfill all of the following Liabilities and Trinity and the applicable members of the Trinity Group shall be responsible for such Liabilities in accordance with their respective terms (each of which shall be considered an Trinity Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication)by any member of the Trinity Group or the Arcosa Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates:

(i) any and all wages, salaries, incentive compensation (subject to the provisions of Section 4.03), equity compensation (subject to the provisions of Section 4.02), commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any Trinity Group Employees and Former Trinity Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims made by or with respect to any Trinity Group Employees or Former Trinity Group Employees in connection with any Benefit Plan not retained or assumed by any member of the Arcosa Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement;

(iii) all service-related Liabilities to any individual who is or was an independent contractor, temporary employee, consultant, freelancer, agency employee, leased employee, or other non-payroll worker primarily connected to the Trinity Business; and

(iv) any and all Liabilities expressly assumed or retained by any member of the Trinity Group pursuant to this Agreement.

(c) Unaddressed Liabilities. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan or to a service provider and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

5

Section 2.02   Service Credit.

(a) No Break in Service, Service for Eligibility, Vesting and Benefit Purposes. The parties acknowledge that the Distribution is not intended to trigger any break in service for the purpose of any Benefit Plan. The Arcosa Benefit Plans shall, and Arcosa shall cause each member of the Arcosa Group to, recognize each Arcosa Group Employee’s and each Former Arcosa Group Employee’s full period of service with Trinity or any of its Subsidiaries or predecessor entities at or before the Effective Time, to the same extent that such service was credited by Trinity for similar purposes prior to the Effective Time as if such service had been performed for a member of the Arcosa Group, for purposes of eligibility, vesting and determination of the level of benefits under any such Arcosa Benefit Plan.

(b) Post Effective Time Transfers Between Companies. Each Employee providing services pursuant to the Transition Services Agreement who is hired by Trinity or Arcosa from the other party within the twenty-four (24) month period following the Effective Time will receive credit for service for such Employee’s service with the other Party to the extent that such service was credited to the Employee at the date of transfer. In addition, any Employee whose transfer, within the twelve (12) month period following the Effective Time, between Arcosa and Trinity or Trinity and Arcosa is approved by the senior Human Resources executive of the Party that employs such Employee, as contemplated by Section 3.02, will receive credit for such Employee’s service with the other Party to the extent that such service was credited to the Employee at the date of transfer.

(c) Evidence of Prior Service. Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.02 and applicable Law, upon reasonable request by either Party (the “Requesting Party”), the other Party (the “Providing Party”) will provide to the Requesting Party copies of any records available to the Providing Party to document the service, plan participation and membership of former Employees of the Providing Party who are then Employees of the Requesting Party, and will cooperate with the Requesting Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any such Employee.

Section 2.03   Benefit Plans.

(a) Establishment of Plans. Prior to the Effective Time, Arcosa shall, or shall cause an applicable member of the Arcosa Group to, adopt Benefit Plans (and related trusts, if applicable), with benefits that are comparable (or such other standard as is specified in this Agreement with respect to any particular Benefit Plan) to those of the corresponding Trinity Benefit Plans, with the exception of (i) the Arcosa Welfare Plans, which shall be established effective January 1, 2019, and (ii) the Trinity Pension Plans, the treatment of which is specified in Section 5.01 hereof. The relevant Trinity Benefit Plans are listed on Schedule 2.03(a). Arcosa may limit participation in any such Arcosa Benefit Plan to Arcosa Group Employees and Former Arcosa Group Employees who participated in the corresponding Trinity Benefit Plan immediately prior to the Effective Time. Arcosa shall, or shall cause an applicable member of the Arcosa Group to, adopt such other Benefit Plans as specified in this Agreement.

(b) Information and Operation. Trinity shall provide Arcosa with information describing each Trinity Benefit Plan election made by an Arcosa Group Employee or Former Arcosa Group Employee that may have application to Arcosa Benefit Plans from and after the Effective Time, and Arcosa shall use its commercially reasonable efforts to administer the Arcosa Benefit Plans applying those elections. Each Party shall, upon reasonable request, provide the other Party and the other Party’s respective Affiliates, agents, and vendors all information reasonably necessary to the other Party’s operation or administration of its Benefit Plans.

(c) Post-Closing Standard of Compensation and Benefits. Except as provided herein, during the General Continuation Period, Arcosa shall provide to each Arcosa Group Employee compensation, employee benefits under Arcosa Benefit Plans and terms and conditions of employment that, in the aggregate, are substantially similar to the compensation, employee benefits and terms and conditions of employment provided to such employees immediately prior to the Effective Time. Notwithstanding the foregoing, during such period, Arcosa may make such changes, modifications or amendments to the applicable Arcosa Benefit Plan as may be required by applicable Law or as are necessary and appropriate to reflect the Separation.

6

(d) No Duplication or Acceleration of Benefits. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, no participant in any Arcosa Benefit Plan shall receive service credit or benefits to the extent that receipt of such service credit or benefits would result in duplication of benefits provided to such participant by the corresponding Trinity Benefit Plan or any other plan, program or arrangement sponsored or maintained by a member of the Trinity Group. Furthermore, unless expressly provided for in this Agreement, the Separation and Distribution Agreement or in any Ancillary Agreement or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting or entitlements under any compensation or Benefit Plan, program or arrangement sponsored or maintained by a member of the Trinity Group or member of the Arcosa Group on the part of any Employee or Former Employee.

(e) No Expansion of Participation. Unless otherwise expressly provided in this Agreement, as otherwise determined or agreed to by Trinity and Arcosa, as required by applicable Law, or as explicitly set forth in an Arcosa Benefit Plan, an Arcosa Group Employee or Former Arcosa Group Employee shall be entitled to participate in the Arcosa Benefit Plans at the Effective Time only to the extent that such Arcosa Group Employee or Former Arcosa Group Employee was entitled to participate in the corresponding Trinity Benefit Plan as in effect immediately prior to the Effective Time, it being understood that this Agreement does not expand (i) the number of Arcosa Group Employees or Former Arcosa Group Employees entitled to participate in any Arcosa Benefit Plan or (ii) the participation rights of Arcosa Group Employees or Former Arcosa Group Employees in any Arcosa Benefit Plans beyond the rights of such Arcosa Group Employees or Former Arcosa Group Employees under the corresponding Trinity Benefit Plans, in each case, after the Effective Time.

(f) Transition Services. The Parties acknowledge that the Trinity Group or the Arcosa Group may provide administrative services for certain of the other Party’s compensation and benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate agreement (if required by HIPAA or other applicable health information privacy Laws) in connection with such Transition Services Agreement.

(g) Beneficiaries. References to Trinity Group Employees, Former Trinity Group Employees, Arcosa Group Employees, Former Arcosa Group Employees, and non−employee directors of either Trinity or Arcosa (including Transferred Directors), shall be deemed to refer to their beneficiaries, dependents, survivors and alternate payees, as applicable.

Section 2.04   Individual Agreements.

(a) Assignment by Trinity. To the extent necessary, Trinity shall assign, or cause an applicable member of the Trinity Group to assign, to Arcosa or another member of the Arcosa Group, as designated by Arcosa, all Individual Agreements, with such assignment to be effective as of the Effective Time; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the Arcosa Group shall be considered to be a successor to each member of the Trinity Group for purposes of, and a third−party beneficiary with respect to, such Individual Agreement, such that each member of the Arcosa Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the Arcosa Group.

(b) Assumption by Arcosa. Effective as of the Effective Time, Arcosa will assume and honor, or will cause a member of the Arcosa Group to assume and honor, any individual agreement to which any Arcosa Group Employee or Former Arcosa Group Employee is a party with any member of the Trinity Group, including any Individual Agreement.

Section 2.05   Collective Bargaining.

(a) Assumption of CBAs. Effective no later than immediately prior to the Effective Time, to the extent that the appropriate member of the Arcosa Group is not already a party to such collective bargaining agreement, Arcosa shall cause the appropriate member of the Arcosa Group to (i) assume all collective bargaining agreements (including any national, sector or local collective bargaining agreement) that cover Arcosa Group Employees or Former Arcosa Group Employees, including those bargaining agreements listed on

7

Schedule 2.05, and the Liabilities arising under any such collective bargaining agreements, and (ii) join any industrial, employer or similar association or federation if membership is required for the relevant collective bargaining agreement to continue to apply.

(b) Notice; Consultation. To the extent required by Law or the applicable collective bargaining agreement, Trinity and Arcosa shall cooperate to provide notice, engage in consultation, and to take any other actions that may be required on the part of one party or the other in connection with the transfer of any employees, the assignment, assumption or continuation of any collective bargaining agreement or any other employment related matters.

Section 2.06   Multiemployer Pension Plans. Nothing in this Agreement shall operate to alter the obligation of Trinity Meyer Utility Structures, LLC to continue to contribute (including with respect to the same contribution base units) to the Boilermaker-Blacksmith National Pension Trust pursuant to the Agreement Between Trinity Meyer Utility Structures, LLC and International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers, Lodge #647, the Liabilities with respect to which shall be retained by the Arcosa Group.

ARTICLE III

ASSIGNMENT OF EMPLOYEES

Section 3.01   Active Employees.

(a) Assignment and Transfer of Employees. Trinity shall designate the Arcosa Employees for transfer to a member of the Arcosa Group prior to the Distribution Date. Effective no later than immediately prior to the Effective Time and except as otherwise agreed by the Parties, (i) the applicable member of the Trinity Group shall have taken such actions as are necessary to ensure that each Arcosa Group Employee is employed by a member of the Arcosa Group as of immediately after the Effective Time, and (ii) the applicable member of the Trinity Group shall have taken such actions as are necessary to ensure that each Trinity Group Employee is employed by a member of the Trinity Group as of immediately after the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

(b) At-Will Status. Nothing in this Agreement shall create any obligation on the part of any member of the Trinity Group or any member of the Arcosa Group to (i) continue the employment of any Employee or permit the return from a leave of absence for any period after the date of this Agreement, except as required by applicable Law, or (ii) change the employment status of any Employee from “at-will,” to the extent that such Employee is an “at-will” employee under applicable Law.

(c) No Severance. The Parties acknowledge and agree that the Distribution and the assignment, transfer or continuation of the employment of Employees as contemplated by this Section 3.01 shall not be deemed an involuntary termination of employment entitling any Arcosa Group Employee or Trinity Group Employee to severance payments or benefits.

(d) Not a Change of Control/Change in Control. The Parties acknowledge and agree that neither the consummation of the Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a “change of control,” “change in control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Trinity Group or member of the Arcosa Group or for purposes of any Individual Agreement.

(e) U.S. Payroll and Related Taxes. With respect to any Arcosa Group Employee or Former Arcosa Group Employee, or group of Arcosa Group Employees or Former Arcosa Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Arcosa (or the applicable member of the Arcosa Group) as a “successor employer” and Trinity (or the applicable member of the Trinity Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Effective Time with respect to each such Arcosa Group Employee for the tax year during which the Effective Time occurs, and (iii) use commercially reasonably efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004−53; provided, however, that, if and to the extent that Arcosa (or the applicable member of

8

the Arcosa Group) cannot be treated as a “successor employer” to Trinity (or the applicable member of the Trinity Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Arcosa Group Employee or group of Arcosa Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2018 and ending on the Distribution Date, Trinity will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Arcosa Group Employees and (B) furnish a Form W−2 or similar earnings statement to all such Arcosa Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Arcosa will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Arcosa Group Employees and (B) furnish a Form W−2 or similar earnings statement to all such Arcosa Group Employees. Notwithstanding the foregoing, with respect to Trinity Group Employees transferring to the Arcosa Group, Arcosa and Trinity shall utilize the “standard” procedure, and such Employees shall receive one W-2 from Trinity for the period from January 1, 2018 to the Distribution Date, and one W-2 from Arcosa for the remainder of the calendar year through December 31, 2018.

Section 3.02   Global No-Hire and Non-Solicitation. Each Party agrees that, for a period of twelve (12) months from the Distribution Date, such Party shall not hire or solicit for employment, or solicit and enter into in any contractual arrangement for consulting or other professional services, excluding any contractual arrangements for the provisions of services pursuant to the Transition Services Agreement, any individual who is an Trinity Group Employee, in the case of Arcosa, or an Arcosa Group Employee, in the case of Trinity; provided, however, that, without limiting the generality of the foregoing prohibition, this Section 3.02 shall not prohibit (a) hiring or soliciting for employment pursuant to generalized solicitations that are not directed to specific Persons or Employees of the other Party, (b) the solicitation and hiring of a Person whose employment was involuntarily terminated by the other Party, or (c) the solicitation and hiring of a Person after receipt by the soliciting Party (in advance of any solicitation or, in the case of a response to a general solicitation as permitted under clause (a) above, in advance of any subsequent solicitation in connection with the recruiting process) of the express written consent of the senior Human Resources executive of the Party that employs the Person who is to be solicited and/or hired. For the avoidance of doubt, the restrictions under this Section 3.02 shall not apply to Former Employees whose termination with Trinity and its Subsidiaries occurred as a result of voluntary retirement prior to [•], 2018.

ARTICLE IV

EQUITY, INCENTIVE AND DIRECTOR COMPENSATION

Section 4.01   Generally. Unless otherwise determined by Trinity, each Trinity Award granted that is outstanding as of immediately prior to the Effective Time shall be treated or adjusted as described below.

Section 4.02   Equity Incentive Awards.

(a) Restricted Stock Awards.

(i) Each holder of an outstanding Trinity Restricted Stock Award immediately prior to the Distribution Date shall be entitled to receive, as of the Distribution Date, an Arcosa Restricted Stock Award with respect to such number of shares of Arcosa Common Stock equal to the number of shares of Arcosa Common Stock to which such holder becomes entitled pursuant to the Distribution determined in the same manner as if the outstanding Trinity Stock Award was comprised of fully vested shares of Trinity Common Stock as of the Distribution Date.

(ii) The Trinity Restricted Stock Award and the Arcosa Restricted Stock Award issued in accordance with this Section 4.02(a) both shall be subject to substantially the same terms and conditions (including with respect to vesting) immediately following the Distribution Date as were applicable to the Trinity Restricted Stock Award immediately prior to the Distribution Date.

(iii) For purposes of the vesting, termination or separation from service provisions of the Trinity Restricted Stock Awards and the Arcosa Restricted Stock Awards, continued service with a Trinity Group member or an Arcosa Group member shall be considered to be continued service for purposes of such Trinity Restricted Stock Awards and Arcosa Restricted Stock Awards.

(b) Time Based RSUs.

(i) Each holder of an outstanding Trinity RSU immediately prior to the Distribution Date shall be entitled to receive, as of the Distribution Date, a time-based restricted stock unit award (an “Arcosa RSU”)

9

with respect to such number of shares of Arcosa Common Stock equal to the number of shares of Arcosa Common Stock to which such holder would be become entitled pursuant to the Distribution determined in the same manner as if the outstanding Trinity Stock Award was comprised of fully vested shares of Trinity Common Stock as of the Distribution Date.

(ii) The Trinity RSUs and the Arcosa RSUs issued in accordance with this Section 4.02(b) both shall be subject to substantially the same terms and conditions (including with respect to vesting and time of settlement) immediately following the Distribution Date as were applicable to the Trinity RSUs immediately prior to the Distribution Date.

(iii) For purposes of the vesting, termination or separation from service provisions of the Trinity RSUs and the Arcosa RSUs, continued service with a Trinity Group member or an Arcosa Group member shall be considered to be continued service for purposes of such Trinity RSUs and Arcosa RSUs.

(c) 2016 and 2017 PBRSUs

(i) Trinity PBRSUs Held by Trinity Group Employees. Each Trinity PBRSU that is outstanding immediately prior to the Effective Time and that is held by a Trinity Group Employee, a Former Trinity Group Employee or a member of the Trinity Board other than a Transferred Director shall be adjusted immediately following the close of market on the Distribution Date (and shall thereafter be referred to as a “Post-Distribution Trinity RSU”) as follows:

(A) The Trinity Human Resources Committee shall determine the number of shares that are capable of vesting based on the level of actual and forecasted performance achieved against the performance goals under the Trinity PBRSU as of approximately thirty (30) days prior to the Distribution Date.

(B) The number of shares of Trinity Common Stock subject to each Post-Distribution Trinity RSU shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to corresponding Trinity PBRSU (as determined in accordance with Section 4.02(c)(i)(A) above) immediately prior to the Distribution Date and (B) the Trinity Ratio;

(C) Each Post-Distribution Trinity RSU shall be subject to the same terms, time-based vesting conditions, issuance dates and method of distribution and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding Trinity PBRSU.

(ii) Trinity PBRSUs Held By Arcosa Group Employees. Each Trinity PBRSU that is outstanding immediately prior to the Effective Time and that is held by an Arcosa Group Employee or a Former Arcosa Group Employee shall be adjusted following the close of market on the Distribution Date and thereafter shall be replaced with an Arcosa RSU (subject to time-based service conditions) as follows:

(A) The number of shares of Arcosa Common Stock subject to each Arcosa RSU shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity PBRSU (as determined in accordance with Section 4.02(c)(i)(A) above) immediately prior to the Distribution Date and (B) the Arcosa Ratio.

(B) Each Arcosa RSU shall be subject to the same terms, time-based vesting conditions, issuance dates and method of distribution and other terms and conditions that were in effect immediately prior to the Distribution Date for the corresponding Trinity PBRSU. With respect to each Arcosa RSU, Arcosa shall give each Arcosa Group Employee and Former Arcosa Group Employee full vesting service credit for such individual’s service with Trinity or any of its Subsidiaries prior to the Distribution Date to the same extent such service was recognized with respect to the corresponding Trinity PBRSU immediately prior to the Distribution Date.

(d) 2018 PBRSUs and RSUs

(i) Trinity 2018 PBRSUs held by Trinity Group Employees and Trinity 2018 RSUs Held by Trinity Group Employees and Trinity Non-Employee Directors. Each Trinity 2018 PBRSU and Trinity 2018 RSU that is outstanding immediately prior to the Effective Time and that is held by a Trinity Group Employee, Former Trinity Group Employee or non-employee Director who serves on the Trinity

10

Board following the Effective Time shall be adjusted following the close of market on the Distribution Date (and shall thereafter be referred to, respectively, as a “Post-Distribution 2018 Trinity PBRSU” and “Post-Distribution 2018 Trinity RSU”) as follows:

(A) The number of shares of Trinity Common Stock subject to each Post-Distribution 2018 Trinity PBRSU and Post-Distribution 2018 Trinity RSU shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity Award immediately prior to the Distribution Date and (B) the Trinity Ratio;

(B) Each Post-Distribution 2018 Trinity PBRSU and Post-Distribution 2018 Trinity RSU shall be subject to the same terms, vesting conditions, issuance dates and method of distribution and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding Trinity Award.

(ii) Trinity 2018 PBRSUs held by Arcosa Group Employees and Trinity 2018 RSUs Held by Arcosa Group Employees and Transferred Directors. Each Trinity 2018 PBRSU and Trinity 2018 RSU that is outstanding immediately prior to the Effective Time and that is held by an Arcosa Group Employee, Former Arcosa Group Employee or Transferred Director shall be adjusted following the close of market on the Distribution Date (and shall thereafter be referred to, respectively, as an “Arcosa 2018 PBRSU” and an “Arcosa 2018 RSU”) as follows:

(A) The number of shares of Arcosa Common Stock subject to each Arcosa 2018 RSU shall be equal to the product (rounded down to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity 2018 RSU immediately prior to the Distribution Date and (B) the Arcosa Ratio.

(B) The number of shares of Arcosa Common Stock subject to each Arcosa 2018 PBRSU shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity 2018 PBRSU immediately prior to the Distribution Date and (B) the Arcosa Ratio.

(C) Each Arcosa 2018 RSU and Arcosa 2018 PBRSU shall be subject to the same terms, vesting conditions, issuance dates and method of distribution and other terms and conditions that were in effect immediately prior to the Distribution Date for the corresponding Trinity Award.

(D) With respect to each Arcosa 2018 RSU and Arcosa 2018 PBRSU, Arcosa shall give each Arcosa Group Employee or Former Arcosa Group Employee full vesting service credit for such individual’s service with Trinity or any of its Subsidiaries prior to the Distribution Date to the same extent such service was recognized with respect to the corresponding Trinity Award immediately prior to the Distribution Date.

(e) Director Phantom Shares.

(i) Trinity Director Phantom Shares held by Trinity Non-Employee Directors. Each Trinity Director Phantom Share that is outstanding immediately prior to the Effective Time and that is held by a non-employee Director who serves on the Trinity Board following the Effective Time shall be adjusted following the close of market on the Distribution Date (and shall thereafter be referred to, respectively, as a “Post-Distribution Trinity Director Phantom Share”) as follows:

(A) The number of shares of Trinity Common Stock subject to the Post-Distribution Trinity Director Phantom Shares credited under the Trinity 2005 Director Fees Plan shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity Director Phantom Shares immediately prior to the Distribution Date and (B) the Trinity Ratio;

(B) Each Post-Distribution Trinity Director Phantom Share shall be subject to the same terms conditions, issuance dates and method of distribution and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding Trinity Award.

11

(ii) Trinity Director Phantom Shares held by Transferred Directors. Each Trinity Director Phantom Share that is outstanding immediately prior to the Effective Time and that is held by a Transferred Director shall be adjusted following the close of market on the Distribution Date (and shall thereafter be referred to as a “Post-Distribution Arcosa Director Phantom Share”) as follows:

(A) The number of shares of Arcosa Common Stock subject to the Post-Distribution Arcosa Director Phantom Shares credited under the Arcosa Director Fees Plan shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity Director Phantom Shares immediately prior to the Distribution Date and (B) the Arcosa Ratio;

(B) Each Post-Distribution Arcosa Director Phantom Share shall be subject to the same terms conditions, issuance dates and method of distribution and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding Trinity Award (except that, for the avoidance of doubt, the cash value of the Post-Distribution Arcosa Director Phantom Shares will be measured as if invested in shares of Arcosa Common Stock).

(f) Miscellaneous Award Terms. All of the foregoing adjustments shall be effected in accordance with Sections 424 and 409A of the Code. None of the Separation, the Distribution, the transfer of a Transferred Director or any employment transfer described in Section 3.01(a) shall constitute a termination of employment or separation from service for purposes of any Trinity Award or any Arcosa Award. After the Effective Time, for each award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, Individual Agreement or Trinity Equity Incentive Plan applicable to such award (A) with respect to Trinity Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Trinity Equity Incentive Plan, and (B) with respect to Arcosa Awards, shall be deemed to refer to a “Change in Control” as defined in the Arcosa Equity Incentive Plan.

(g) Registration. Arcosa shall cause a registration statement on Form S-8 (or other appropriate form) to be filed with respect to such issued or issuable shares prior to the Effective Time and shall cause such registration to remain in effect for so long as there may be an obligation to deliver shares of Arcosa Common Stock under such Arcosa and/or Trinity Equity Incentive Plans. Trinity shall use commercially reasonable efforts to assist Arcosa in completing such registration.

(h) Treatment of Dividends/Dividend Equivalents. Dividends and dividend equivalents with respect to (i) Arcosa Awards shall be paid currently in cash or accrue and be paid in cash by Arcosa (including to Trinity Employees, Former Trinity Employees and members of the Trinity Board) and (ii) Trinity Awards shall be paid currently in cash or accrue and be paid in cash by Trinity (including delivery to Arcosa Employees, Former Arcosa Employees and Transferred Directors), in each case subject to the terms of the agreements evidencing the respective Trinity Awards immediately prior to the Effective Time.

(i) Settlement, Delivery; Tax Reporting and Withholding.

(i) From and after the Effective Time, Arcosa shall have sole responsibility for delivery of shares of Arcosa Common Stock pursuant to awards issued under an Arcosa Equity Incentive Plan in satisfaction of any obligations to deliver such shares under the Arcosa and/or Trinity Equity Incentive Plans (including delivery to Trinity Employees and Former Trinity Employees) and shall do so without compensation from any Trinity Group member.

(ii) Upon the vesting, payment or settlement, as applicable, of Arcosa Awards (including with respect to dividends and dividend equivalents), Arcosa shall be solely responsible for ensuring the satisfaction of all applicable Tax withholding requirements on behalf of each Arcosa Group Employee or Former Arcosa Group Employee and for ensuring the collection and remittance of applicable employee withholding Taxes to the Trinity Group with respect to each Trinity Group Employee or Former Trinity Group Employee (with Trinity Group being responsible for remittance of the applicable employee Taxes and payment and remittance of the applicable employer Taxes relating to Trinity Group Employees and Former Trinity Group Employees to the applicable Governmental Authority). Upon the vesting, payment or settlement, as applicable, of Trinity Awards, Trinity shall be solely responsible for ensuring the satisfaction of all applicable Tax withholding requirements on behalf of each Trinity

12

Group Employee or Former Trinity Group Employee and for ensuring the collection and remittance of applicable employee withholding Taxes to the Arcosa Group with respect to each Arcosa Group Employee or Former Arcosa Group Employee (with Arcosa Group being responsible for remittance of the applicable employee Taxes and payment and remittance of the applicable employer Taxes relating to Arcosa Group Employees and Former Arcosa Group Employees to the applicable Governmental Authority). Following the Effective Time, Trinity shall be responsible for all income Tax reporting in respect of Trinity Awards and Arcosa Awards held by Trinity Group Employees, Former Trinity Group Employees and members of the Trinity Board (other than Transferred Directors), and Arcosa shall be responsible for all income Tax reporting in respect of Trinity Awards and Arcosa Awards held by Arcosa Group Employees, Former Arcosa Group Employees and Transferred Directors.

(j) Administration. Each of Trinity and Arcosa shall establish an appropriate administration system in order to handle delivery of shares in an orderly manner and provide reasonable levels of service for equity award holders. Each of Trinity and Arcosa shall cooperate to (i) unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person’s data and records in respect of equity awards are correct and updated on a timely basis and (ii) establish a procedure whereby the other Party shall be promptly informed of the obligation to deliver shares to an Arcosa Employee or Former Arcosa Employee or a Trinity Employee or Former Trinity Employee, as the case may be. The foregoing shall include employment status and information required to determine the vesting and forfeiture of awards and Tax withholding/remittance requirements.

(k) No Effect on Subsequent Awards. The provisions of this Article IV shall have no effect on the terms and conditions of equity and equity-based awards granted following the Effective Time by Trinity or Arcosa.

(l) Establishment and Approval of Plan. Prior to the Effective Time, Trinity shall cause Arcosa to adopt the Arcosa Equity Incentive Plan with such terms as are necessary to permit the implementation of this Section 4.02. Trinity agrees to facilitate the adoption and approval of the Arcosa Equity Incentive Plan consistent with the requirements of the NYSE.

Section 4.03   Non-Equity Incentive Plans.

(a) Annual Incentive Plan. Arcosa or a member of the Arcosa Group shall be solely responsible for the payment of all annual incentive bonus amounts to each bonus-eligible Arcosa Group Employee for the calendar year including the Distribution Date; provided, however, that a pro rata portion of the bonuses for bonus eligible Arcosa Group Employees shall be funded by Trinity for the level of performance achieved through the Distribution Date (as determined by the Trinity Human Resources Committee in its sole discretion). Each respective employer shall cause the full annual bonus to be paid to its respective bonus eligible employees at the regularly scheduled time in March of 2019, it being understood that Arcosa shall independently determine the performance levels achieved for the period commencing on the day following the Distribution Date and ending on December 31, 2018.

Section 4.04   Director Compensation Program.

(a) Establishment of Arcosa Non-Employee Directors’ Compensation Program. Prior to the Effective Time, Arcosa shall, as it deems appropriate, establish a non-employee directors’ compensation program for each Arcosa non−employee director as of the Effective Time, including those who served on the Trinity Board immediately prior to the Effective Time but who will no longer serve on the Trinity Board following the Effective Time (each, a “Transferred Director”).

(b) Allocation of Liability. Trinity shall be responsible for the payment of any fees for service on the Trinity Board that are earned at, before, or after the Effective Time, and Arcosa shall not have any responsibility for any such payments except as otherwise provided in Section 4.02 or Article VI. With respect to any Arcosa non-employee director including a Transferred Director, Arcosa shall be responsible for the payment of any fees for service on the Arcosa Board that are earned at any time after the Effective Time and Trinity shall not have any responsibility for any such payments except as otherwise provided in Section 4.02 or Article VI.

13

ARTICLE V

U.S. QUALIFIED RETIREMENT PLANS

Section 5.01   Trinity Defined Benefit Pension Plans.

(a) Trinity Defined Benefit Pension Plans. The Parties acknowledge that Trinity will retain the Trinity Pension Plans and Arcosa shall not be required to establish comparable plans for the benefit of Arcosa Group Employees and Former Arcosa Group Employees following the Effective Time. Trinity agrees that it shall amend the Trinity Pension Plans which cover Arcosa Group Employees in the manner determined by Trinity’s Retirement Plan Committee (the “RPC”) such that, subject to Section 5.01(b), each Arcosa Group Employee who is an Arcosa Group Defined Benefit Plan Participant shall receive accelerated service credit and/or service credit towards continued benefits after the Distribution Date for periods of service with Arcosa, including for the purpose of vesting and growing into the following benefits: early retirement eligibility, disability retirement, special death benefits and military leave benefits. Prior to the Distribution Date, the RPC shall determine, in its sole discretion, the terms of the amendments and the mechanics by which the provisions of this Section 5.01 shall be implemented, and the Parties shall execute such additional documents as may be required to implement the determination of the RPC.

(b) Allocation of Costs. The pension funding liability, PBGC premiums, compliance, reporting and other administrative costs under the Trinity Pension Plans (as amended pursuant to Section 5.01(a)) will be determined periodically by Trinity (and at least annually with respect to required funding contributions) and Arcosa will pay the portion allocable (based on applicable data during the applicable period) to the Arcosa Group Defined Benefit Plan Participants to Trinity. Unless otherwise agreed between the Parties, Arcosa shall reimburse Trinity within 20 Business Days of delivery by Trinity to Arcosa of an invoice for the amount due, accompanied by a statement reasonably detailing the costs incurred. In addition, Arcosa shall be responsible for the data and information provided by Arcosa to Trinity (or other third party administrator under the Trinity Pension Plans) with respect to the Arcosa Group Defined Benefit Plan Participants following the Distribution Date. Trinity shall not be obligated to continue to provide the benefits described in Section 5.01(a) with respect to the Arcosa Group Defined Benefit Plan Participants under this Agreement (i) in the event of nonpayment by Arcosa, (ii) if Arcosa or a member of the Arcosa Group becomes subject to a proceeding as a debtor under the United States Bankruptcy Code or (iii) in the event of a Change in Control of Arcosa as such term is defined in the Arcosa Equity Incentive Plan.

(c) Plan Fiduciaries and Plan Settlor Functions. For all periods, before, during and after the Effective Time, the Parties agree that (i) the fiduciaries of the Trinity Pension Plans shall have the sole authority with respect to the Trinity Pension Plans to determine the plan investments, de-risking strategies, and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents and (ii) Trinity or its delegates shall have the sole authority to exercise any and all settlor functions with respect to the Trinity Pension Plans, including, without limitation, the authority to amend, freeze or terminate any or all of the Trinity Pension Plans.

(d) No Loss of Unvested Benefits. The transfer of any Arcosa Group Defined Benefit Plan Participant’s employment to the Arcosa Group generally shall not result in the loss of that Arcosa Group Defined Benefit Plan Participant’s unvested accrued benefits (if any) under the Trinity Pension Plans.

(e) Administration. Each of Trinity and Arcosa shall cooperate to establish an appropriate administration system to consolidate and transmit to Trinity all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person’s data and records are correct and updated on a timely basis. The foregoing shall include employment status, other information required to determine the vesting of, and eligibility for benefits under, the Trinity Pension Plans and all other information necessary or appropriate for the administration of the Trinity Pension Plans.

Section 5.02   Arcosa Profit Sharing Plan.

(a) Establishment of Plan. Prior to the Effective Time, Arcosa shall adopt the Arcosa Profit Sharing Plan, a tax-qualified, defined contribution 401(k) savings plan, with provisions that are substantially equivalent to the provisions of the Trinity Profit Sharing Plan as provided in Section 2.03(a).

14

(b) Qualification of Plan. Prior to the Effective Time, Arcosa shall provide Trinity with (i) a copy of the Arcosa Profit Sharing Plan; (ii) a copy of certified resolutions of the Arcosa Board (or its authorized committee or other delegate) evidencing adoption of the Arcosa Profit Sharing Plan and the related trust(s) and the assumption by the Arcosa Profit Sharing Plan of the liabilities described in Section 5.02(c); and (iii) the application for determination with respect to the qualified status of the Arcosa Profit Sharing Plan under Section 401(a) of the Code and the tax−exempt status of its related trust under Section 501(a) of the Code.

(c) Transfer of Account Balances. Not later than 30 days following the Distribution Date (or such later time as mutually agreed by the Parties), Trinity shall cause the trustee of the Trinity Profit Sharing Plan to transfer from the trust(s) which forms a part of the Trinity Profit Sharing Plan to the trust(s) which forms a part of the Arcosa Profit Sharing Plan the account balances of the Arcosa Group Employees under the Trinity Profit Sharing Plan, determined as of the date of the transfer. Such transfers shall be made in kind, including promissory notes evidencing the transfer of outstanding loans. Any asset and liability transfers pursuant to this Section 5.02(c) shall comply in all respects with Sections 414(l) and 411(d)(6) of the Code.

(d) Arcosa Profit Sharing Plan Provisions. The Arcosa Profit Sharing Plan shall provide that:

(i) Arcosa Group Employees shall (A) be eligible to participate in the Arcosa Profit Sharing Plan as of the Effective Time to the extent that they were eligible to participate in the Trinity Profit Sharing Plan as of immediately prior to the Effective Time, and (B) receive credit for purposes of eligibility and vesting for all service credited for those purposes under the Trinity Profit Sharing Plan as of immediately prior to the Distribution Date as if that service had been rendered to Arcosa; and

(ii) the account balance of each Arcosa Group Employee under the Trinity Profit Sharing Plan as of the date of the transfer of assets from the Trinity Profit Sharing Plan (including any outstanding promissory notes) shall be credited to such individual’s account balance under the Arcosa Profit Sharing Plan.

(e) Trinity Profit Sharing Plan after Effective Time. From and after the Effective Time, (i) the Trinity Profit Sharing Plan shall continue to be responsible for liabilities in respect of Trinity Group Employees and all Former Employees under the Trinity Profit Sharing Plan, and (ii) subject to Section 2.02(b) hereof, no Arcosa Group Employees shall accrue any benefits under the Trinity Profit Sharing Plan. Without limiting the generality of the foregoing, Arcosa Group Employees shall cease to be participants in the Trinity Profit Sharing Plan effective as of the Effective Time.

(f) Plan Fiduciaries. For all periods after the Effective Time, the Parties agree that the applicable fiduciaries of each of the Trinity Profit Sharing Plan and the Arcosa Profit Sharing Plan, respectively, shall have the authority with respect to the Trinity Profit Sharing Plan and the Arcosa Profit Sharing Plan, respectively, to determine the investment alternatives, the terms and conditions with respect to those investment alternatives and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents.

(g) No Loss of Unvested Benefits. The transfer of any Arcosa Group Employee’s employment to the Arcosa Group will not result in loss of that Arcosa Group Employee’s unvested benefits (if any) under the Trinity Profit Sharing Plan, which benefit liability will be assumed under the Arcosa Profit Sharing Plan as provided herein.

ARTICLE VI

U.S. NONQUALIFIED PLANS

Section 6.01   Arcosa Nonqualified Plans.

(a) Transfer of Nonqualified Supplemental Profit Sharing Plan Liabilities from Trinity.

(i) As of the Effective Time, Arcosa shall, and shall cause the Arcosa Supplemental Profit Sharing Plan to, assume all Liabilities under the Trinity Supplemental Profit Sharing Plan for the benefit of Arcosa Group Employees, and the Trinity Group and the Trinity Supplemental Profit Sharing Plan shall be relieved of all Liabilities with respect to those benefits. Trinity shall retain all Liabilities under the

15

Trinity Supplemental Profit Sharing Plan with respect to the benefits for Trinity Group Employees and all Former Employees under the Trinity Supplemental Profit Sharing Plan. From and after the Effective Time, Arcosa Group Employees shall cease to be participants in the Trinity Supplemental Profit Sharing Plan.

(ii) The Arcosa Group shall cause the deferral elections in respect of the year in which the Distribution occurs of each Arcosa Group Employee who is a participant under the Trinity Supplemental Profit Sharing Plan to be honored under the Arcosa Supplemental Profit Sharing Plan.

(b) Transfer of Director Fees Plan and 2005 Director Fees Plan Liabilities from Trinity.

(i) As of the Effective Time, except as otherwise provided in Section 4.02, Arcosa shall, and shall cause the Arcosa Director Fees Plan to, assume all Liabilities under the Trinity Director Fees Plan for the benefit of non-employee directors of Trinity who become Transferred Directors, and the Trinity Group and the Trinity Director Fees Plan shall be relieved of all Liabilities for those benefits. As of the Effective Time, except as otherwise provided in Section 4.02, Trinity shall retain all Liabilities under the Director Fees Plan for the benefits of members of the Trinity Board (other than Transferred Directors). From and after the Effective Time, the Transferred Directors shall cease to be participants in the Trinity Director Fees Plan.

(ii) As of the Effective Time, except as otherwise provided in Section 4.02, Arcosa shall, and shall cause the Arcosa 2005 Director Fees Plan to, assume all Liabilities under the Trinity 2005 Director Fees Plan for the benefit of non-employee directors of Trinity who become Transferred Directors, and the Trinity Group and the Trinity Director Fees Plan shall be relieved of all Liabilities for those benefits . As of the Effective Time, except as otherwise provided in Section 4.02, Trinity shall retain all Liabilities under the 2005 Director Fees Plan for the benefits of members of the Trinity Board (other than Transferred Directors). From and after the Effective Time, the Transferred Directors shall cease to be participants in the Trinity Director Fees Plan.

(iii) The Arcosa Group shall cause the deferral elections of each Transferred Director in respect of the year in which the Distribution occurs shall be honored under the Arcosa 2005 Director Fees Plan.

(c) Prior to or upon the Effective Time, Trinity shall cause the grantor or “rabbi” trusts established with respect to benefits provided under the Trinity Supplemental Profit Sharing Plan and/or Trinity Director Fees Plan and Trinity 2005 Director Fees Plan to transfer to a corresponding “rabbi” trust established by Arcosa all assets held in the Trinity grantor trust(s) in respect of Arcosa Group Employees and Transferred Directors participating in the aforementioned Trinity Supplemental Profit Sharing Plan and/or Trinity Director Fees Plan and Trinity 2005 Director Fees Plan prior to the Distribution Date.

Section 6.02   Retained Nonqualified Plans. The Parties acknowledge that Trinity will retain the Trinity Supplemental Retirement Plan and Transition Compensation Plan, and Arcosa will not assume any Liabilities in respect of the Trinity Supplemental Retirement Plan or Transition Compensation Plan.

Section 6.03   No Distributions. The transfer of any Arcosa Group Employee’s employment to the Arcosa Group will not result in (i) the loss of that Arcosa Group Employee’s unvested benefits (if any) under any Trinity nonqualified deferred compensation plan, which benefit liability will be assumed under the applicable Arcosa nonqualified deferred compensation plan as provided herein. For purposes of determining when a distribution is required from an Arcosa nonqualified deferred compensation plan described in this Article VI, Arcosa Group Employees and Transferred Directors will be treated as not having experienced a separation from service until such Arcosa Group Employee or Transferred Director has separated from service from the Arcosa Group. Accordingly (x) no Arcosa Group Employee shall be entitled to a distribution of his or her benefit under any Trinity nonqualified deferred compensation plan or Arcosa nonqualified deferred compensation plan as a result of his or her transfer of employment and (y) no Transferred Director shall be entitled to a distribution of his or her benefit under the Trinity Director Fees Plan, Trinity 2005 Director Fees Plan, Arcosa Director Fees Plan or Arcosa 2005 Director Fees Plan as a result of his or her transfer.

16

ARTICLE VII

WELFARE BENEFIT PLANS

Section 7.01   Welfare Plans.

(a) Treatment of Health and Welfare Plans for the Remainder of 2018. Pursuant to the terms and conditions set forth in the Transition Services Agreement, Arcosa Group Employees and Former Arcosa Group Employees that participated in a Trinity Welfare Plan on the Distribution Date shall continue to be covered by such Trinity Welfare Plan through December 31, 2018.

(b) Welfare Plan Authority. For all periods, before, during and after the Effective Time, the Parties agree that Trinity or its delegates shall have the sole authority to exercise its authority as plan sponsor with respect to the Trinity Welfare Plans, including, without limitation, the authority to terminate any or all of the Trinity Welfare Plans.

(c) Waiver of Conditions; Benefit Maximums. Once established effective January 1, 2019, Arcosa shall use commercially reasonable efforts to cause the Arcosa Welfare Plans to:

(i) with respect to initial enrollment, waive (A) all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to any Arcosa Group Employee or Former Arcosa Group Employee, other than limitations that were in effect with respect to the Arcosa Group Employee or Former Arcosa Group Employee under the applicable Trinity Welfare Plan as of immediately prior to the Effective Time, and (B) any waiting period limitation or evidence of insurability requirement applicable to an Arcosa Group Employee or Former Arcosa Group Employee other than limitations or requirements that were in effect with respect to such Arcosa Group Employee or Former Arcosa Group Employee under the applicable Trinity Welfare Plans as of immediately prior to the Effective Time; and

(ii) take into account with respect to aggregate annual, lifetime, or similar maximum benefits available under the Arcosa Welfare Plans, an Arcosa Group Employee’s or Former Arcosa Group Employee’s prior claim experience under the Trinity Welfare Plans and any Benefit Plan that provides leave benefits for purposes of satisfying all aggregate annual, lifetime or maximum out-of-pocket requirements applicable to such Arcosa Group Employee or Former Arcosa Group Employee and his or her covered dependents for the applicable plan year to the same extent as such expenses were taken into account by Trinity for similar purposes as if such amounts had been paid in accordance with such Arcosa Welfare Plan.

(d) U.S. Flexible Spending Accounts. The Parties shall use commercially reasonable efforts to ensure that as of the Effective Time any health or dependent care flexible spending accounts of Arcosa Group Employees (whether positive or negative) (the “Transferred Account Balances”) under Trinity Welfare Plans that are health or dependent care flexible spending account plans are transferred, as soon as practicable after January 1, 2019, from the Trinity Welfare Plans to the corresponding Arcosa Welfare Plans. Such Arcosa Welfare Plans shall assume responsibility as of January 1, 2019 for all outstanding health or dependent care claims under the corresponding Trinity Welfare Plans of each Arcosa Group Employee for the year in which the Effective Time occurs and shall assume and agree to perform the obligations of the corresponding Trinity Welfare Plans from and after January 1, 2019. As soon as practicable after January 1, 2019, and in any event within 30 days after the amount of the Transferred Account Balances is determined or such later date as mutually agreed upon by the Parties, Arcosa shall pay Trinity the net aggregate amount of the Transferred Account Balances, if such amount is positive, and Trinity shall pay Arcosa the net aggregate amount of the Transferred Account Balances, if such amount is negative.

(e) Allocation of Welfare Assets and Liabilities. Effective as of the Effective Time, the Arcosa Group shall assume all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of Arcosa Group Employees or their covered dependents or Former Arcosa Group Employees or their covered dependents (other than such Former Arcosa Employees who have retired from Trinity prior to the Effective Time under the Trinity Profit Sharing Plan or a Trinity Pension Plan (each, a “Retiree”)) including but not limited to all COBRA costs under the Trinity Welfare Plans or Arcosa Welfare Plans before, at, or after the Effective Time; it being understood that the Arcosa Group shall reimburse Trinity for all amounts under the Trinity Welfare Plans attributable to Arcosa Group Employees

17

and Former Arcosa Group Employees other than the Retirees as more fully set forth in the Transition Services Agreement with respect to claims incurred during the period from the Distribution Date through December 31, 2018 (including any applicable run out period). For the avoidance of doubt, COBRA coverage for Arcosa Group Employees or their covered dependents or Former Arcosa Group Employees or their covered dependents (other than a Retiree) will be provided by the Trinity Welfare Plans from the Distribution Date through December 31, 2018, but as of January 1, 2019 coverage for all Arcosa Group Employees or their covered dependents or Former Arcosa Group Employees or their covered dependents (other than a Retiree) including COBRA coverage shall transfer to the Arcosa Welfare Benefit Plans.

Section 7.02   U.S. COBRA and HIPAA. The Trinity Group shall continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Trinity Welfare Plans with respect to any Trinity Group Employees (and their covered dependents) and any Former Trinity Group Employees (and their covered dependents) who incur a qualifying event under COBRA before, as of, or after the Effective Time. Effective as of January 1, 2019, the Arcosa Group shall assume responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Arcosa Welfare Plans with respect to any Arcosa Group Employees or Former Arcosa Group Employees (and their covered dependents) who incur a qualifying event or loss of coverage under the Trinity Welfare Plans and/or the Arcosa Welfare Plans before, as of, or after the Effective Time. The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

Section 7.03   Vacation, Holidays and Leaves of Absence.

(a) In General. Effective as of the Effective Time, the Arcosa Group shall assume all Liabilities of the Trinity Group with respect to vacation, banked vacation, holiday, other paid time off policies, leave of absence, and required payments related thereto, for each Arcosa Group Employee. The Trinity Group shall retain all Liabilities with respect to vacation, banked vacation, holiday, other paid time off policies, leave of absence, and required payments related thereto, for each Trinity Group Employee. Notwithstanding the generality of the foregoing, Trinity shall fund the legacy banked vacation benefits accrued by Arcosa Group Employees as of the Distribution Date.

(b) Establishment and Administration of Leave of Absence Programs. Effective as of the Effective Time, the Arcosa Group shall be responsible for administering compliance with the Arcosa leave of absence programs and FMLA with respect to Arcosa Employees including but not limited to: (i) the Arcosa Group shall adopt, and shall cause each member of the Arcosa Group to adopt, leave of absence programs; (ii) the Arcosa Group shall honor, and shall cause each member of the Arcosa Group to honor, all terms and conditions of leaves of absence which have been granted to any Arcosa Employee under a Trinity leave of absence program or FMLA before the Effective Date, including such leaves that are to commence after the Effective Date; (iii) Trinity and each member of the Trinity Group shall be solely responsible for administering leaves of absence and compliance with FMLA with respect to each Trinity Group Employee; and (iv) the Arcosa Group shall recognize all periods of service of each Arcosa Group Employee with the Trinity Group to the extent such service is recognized by the Trinity Group for the purpose of eligibility for leave entitlement under the Trinity Group leave of absence programs and FMLA. As soon as administratively possible and not later than the Distribution Date, the Trinity Group shall provide to the Arcosa Group copies of all records pertaining to the Trinity Group leave of absence programs and FMLA with respect to all Arcosa Group Employees to the extent such records have not been provided previously to the Arcosa Group.

Section 7.04   Severance and Unemployment Compensation. Effective as of the Effective Time, except as set forth on Schedule 7.04 hereto, the Arcosa Group shall assume any and all Liabilities to, or relating to, Arcosa Group Employees and Former Arcosa Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time. The Trinity Group shall be responsible for any and all Liabilities to, or relating to, Trinity Group Employees and Former Trinity Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time. Without limiting the generality of the foregoing, except as set forth on Schedule 7.04 hereto, as of the Effective Time, Arcosa or a member of the Arcosa Group shall be solely responsible for all Liabilities under any Severance Transition Agreement entered into with a Former Arcosa Employee prior to the Effective Time.

18

Section 7.05   Workers’ Compensation. With respect to claims for workers’ compensation, (a) the Arcosa Group shall be responsible for claims in respect of Arcosa Group Employees and Former Arcosa Group Employees, whether occurring before, at or after the Effective Time, and (b) the Trinity Group shall be responsible for all claims in respect of Trinity Group Employees and Former Trinity Group Employees, whether occurring before, at or after the Effective Time. The treatment of workers’ compensation claims with respect to Trinity insurance policies shall be governed by Article IX of the Separation and Distribution Agreement.

Section 7.06   Insurance Contracts. To the extent that any Trinity Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, the Parties will cooperate and use their commercially reasonable efforts to replicate such insurance contracts for Arcosa (except to the extent that changes are required under applicable state insurance Laws or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Trinity and Arcosa for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.06.

Section 7.07   Third-Party Vendors. To the extent that any Trinity Welfare Plan is administered by a third-party vendor, the Parties will cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for Arcosa and to maintain any pricing discounts or other preferential terms for both Trinity and Arcosa for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.07.

ARTICLE VIII

NON-U.S. EMPLOYEES

Section 8.01   Non-U.S. Employees.

Notwithstanding anything in this Agreement to the contrary, all actions taken with respect to non-U.S. Employees or U.S. Employees working in non-U.S. jurisdictions shall be subject to and accomplished in accordance with applicable Law in the custom of the applicable jurisdictions.

ARTICLE IX

MISCELLANEOUS

Section 9.01   Employee Records.

(a) Sharing of Information. Subject to any limitations imposed by applicable Law, Trinity and Arcosa (acting directly or through members of the Trinity Group or the Arcosa Group, respectively) shall provide to the other and their respective authorized agents and vendors all information necessary for the Parties to perform their respective duties under this Agreement.

(b) Transfer of Personnel Records and Authorization. Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, Trinity shall transfer to Arcosa any and all employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to Arcosa Group Employees and Former Arcosa Group Employees and other records reasonably required by Arcosa to enable Arcosa properly to carry out its obligations under this Agreement. Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time. Each Party will permit the other Party reasonable access to Employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.

(c) Access to Records. To the extent not inconsistent with this Agreement, the Separation and Distribution Agreement or any applicable privacy protection Laws or regulations, reasonable access to Employee-related records after the Effective Time will be provided to members of the Trinity Group and members of the Arcosa Group pursuant to the terms and conditions of Article VII of the Separation and Distribution Agreement.

(d) Maintenance of Records. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all Employee-related information, Trinity and Arcosa shall comply with all applicable

19

Laws, regulations and its own internal policies, and shall indemnify and hold harmless each other from and against any and all Liability, claims, actions, and damages that arise from a failure (by the indemnifying Party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, regulations and its own internal policies applicable to such information.

(e) Cooperation. Each Party shall use commercially reasonable efforts to cooperate and work together to unify, consolidate and share (to the extent permissible under applicable privacy/data protection laws) all relevant documents, resolutions, government filings, data, payroll, employment and benefit plan information on regular timetables and cooperate as needed with respect to (i) any litigation with respect to any employee benefit plan, policy or arrangement contemplated by this Agreement, (ii) efforts to seek a determination letter, private letter ruling or advisory opinion from the IRS or U.S. Department of Labor on behalf of any employee benefit plan, policy or arrangement contemplated by this Agreement, and (iii) any filings that are required to be made or supplemented to the IRS, U.S. Pension Benefit Guaranty Corporation, U.S. Department of Labor or any other Governmental Authority; provided, however, that requests for cooperation must be reasonable and not interfere with daily business operations.

(f) Confidentiality. Notwithstanding anything in this Agreement to the contrary, all confidential records and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to Section 7.4 of the Separation and Distribution Agreement and the requirements of applicable Law.

Section 9.02   Preservation of Rights to Amend. The rights of each member of the Trinity Group and each member of the Arcosa Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 9.03   Fiduciary Matters. Trinity and Arcosa each acknowledges that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good-faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

Section 9.04   Further Assurances. Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 9.05   Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

(b) This Agreement and the Exhibits, Schedules and appendices hereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

(c) Trinity represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, and Arcosa represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

20

Section 9.06   Governing Law. This Agreement, and all actions, causes of action, or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 9.07   Assignability. The assignability provisions set forth in Section 10.9 of the Separation and Distribution Agreement shall apply to this Agreement.

Section 9.08   No Third-Party Beneficiaries; No Plan Amendments. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any other Person except the Parties any rights or remedies hereunder. There are no other third-party beneficiaries of this Agreement and this Agreement shall not provide any third party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. No provision of this Agreement or the Separation and Distribution Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any future, present, or former employee of Trinity a Trinity Group member, Arcosa, or an Arcosa Group member under any Trinity Benefit Plan or Arcosa Plan or otherwise. Except as expressly provided in this Agreement, nothing in this Agreement shall preclude Arcosa or any Arcosa Group member, at any time after the Effective Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Arcosa Benefit Plan, any benefit under any Arcosa Benefit Plan or any trust, insurance policy or funding vehicle related to any Arcosa Benefit Plan; and nothing in this Agreement shall preclude Trinity or any Trinity Group member, at any time after the Effective Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Trinity Benefit Plan, any benefit under any Trinity Benefit Plan or any trust, insurance policy or funding vehicle related to any Trinity Benefit Plan.

Section 9.09   Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.09):

If to Trinity (and to Arcosa prior to the Distribution Effective Time), to:

Trinity Industries, Inc. 2525 N. Stemmons Freeway Dallas, Texas 75207-2401
Email:	Theis.Rice@trin.net
Attention:	General Counsel

and

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036
Email:	stephen.arcano@skadden.com neil.stronski@skadden.com
Attention:	Stephen F. Arcano Neil P. Stronski

21

If to Arcosa (after the Distribution Effective Time), to:

Arcosa, Inc.
[_]
[_]
Attn: [_]

Any Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 9.10   Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 9.11   Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.12   Survival of Covenants. Except as expressly set forth in this Agreement, the covenants, representations and warranties and other agreements contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect thereafter.

Section 9.13   Waivers of Default. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 9.14   Dispute Resolution. The dispute resolution procedures set forth in Article VIII of the Separation and Distribution Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

Section 9.15   Consent to Jurisdiction. Subject to the provisions of Article VIII of the Separation and Distribution Agreement, each of the Parties hereto agrees that the appropriate, exclusive and convenient forum for any disputes between any of the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court (the “Delaware Courts”). Each of the Parties further agrees that delivery of notice or document by United States registered mail to such Party’s respective address set forth in Section 9.09 shall be effective as to the contents of such notice or document, provided that service of process or summons for any action, suit or proceeding in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 9.15 shall be effective only pursuant to service on a Party’s registered agent for service of process. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 9.16   Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with Section 9.14, (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 9.17   Waiver of Jury Trial. SUBJECT TO ARTICLE VIII OF THE SEPARATION AND DISTRIBUTION AGREEMENT, EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT

22

PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF SUCH AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.17.

Section 9.18   Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 9.19   Limitations of Liability. EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD-PARTY CLAIM, IN NO EVENT SHALL TRINITY, ARCOSA OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, AND IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES BASED UPON A MULTIPLE OF EARNINGS OR SIMILAR FINANCIAL MEASURE, EVEN IF UNDER APPLICABLE LAW SUCH LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE, OR SUCH DAMAGES WOULD NOT BE CONSIDERED CONSEQUENTIAL OR SPECIAL DAMAGES.

Section 9.20   No Reliance on Other Party; Mutual Drafting. This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable to this Agreement. The Parties hereto represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties hereto may have. The Parties hereto have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. The Parties hereto are not relying upon any representations or statements made by any other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties hereto are not relying upon a legal duty, if one exists, on the part of any other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party hereto shall ever assert any failure to disclose information on the part of any other Party as a ground for challenging this Agreement or any provision hereof.

[Remainder of page intentionally left blank]

23

IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be executed by their duly authorized representatives.

TRINITY INDUSTRIES, INC.
By:
	Name:
	Title:
ARCOSA, INC.
By:
	Name:
	Title:

24

EX-10.4

Exhibit 10.4

INTELLECTUAL PROPERTY MATTERS AGREEMENT

by and between

TRINITY INDUSTRIES, INC.

and

ARCOSA, INC.

Dated as of [•], 2018
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS
Section 1.01	Certain Defined Terms		1
ARTICLE II LICENSE GRANT
Section 2.01	Grant from Trinity to Arcosa		2
Section 2.02	Grant from Arcosa to Trinity		2
Section 2.03	Improvements		2
Section 2.04	Section 365(n) of the Bankruptcy Code		3
Section 2.05	Ownership; Reservation of Rights		3
ARTICLE III COVENANTS
Section 3.01	Ownership		3
Section 3.02	Prosecution and Maintenance		3
Section 3.03	Third Party Infringements, Misappropriations, Violations		3
Section 3.04	Patent Marking		3
ARTICLE IV TERM AND TERMINATION
Section 4.01	Term		3
Section 4.02	No Termination		3
ARTICLE V DISCLAIMER; LIMITATION OF LIABILITY; ASSUMPTION OF RISK
Section 5.01	Warranty and Disclaimer		4
Section 5.02	Consequential Damages		4
Section 5.03	Assumption of Risk		4

i

		Page
ARTICLE VI MISCELLANEOUS PROVISIONS
Section 6.01	Confidentiality		4
Section 6.02	Independent Contractor		5
Section 6.03	Complete Agreement		5
Section 6.04	Counterparts		5
Section 6.05	Notices		5
Section 6.06	Waiver		5
Section 6.07	Modification or Amendment		5
Section 6.08	No Assignment; Binding Effect		5
Section 6.09	No Circumvention		6
Section 6.10	Subsidiaries		6
Section 6.11	Third Party Beneficiaries		6
Section 6.12	Titles and Headings		6
Section 6.13	Exhibits and Schedules		6
Section 6.14	Governing Law		6
Section 6.15	Disputes; Consent to Jurisdiction		6
Section 6.16	Specific Performance		7
Section 6.17	Waiver of Jury Trial		7
Section 6.18	Severability		7
Section 6.19	Construction		7
Section 6.20	Authorization		7
Section 6.21	No Duplication; No Double Recovery		7
Section 6.22	No Reliance on Other Party		7

ii

INTELLECTUAL PROPERTY MATTERS AGREEMENT

This INTELLECTUAL PROPERTY MATTERS AGREEMENT dated as of [•] (this “Agreement”), is by and between Trinity Industries, Inc., a Delaware corporation (“Trinity”), and Arcosa, Inc., a Delaware corporation (“Arcosa”). Each of Trinity and Arcosa is sometimes referred to as a “Party” and collectively are sometimes referred to as the “Parties.” All capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).

R E C I T A L S

WHEREAS, Trinity and Arcosa have entered into that certain Separation and Distribution Agreement, dated as of [•] (the “Separation and Distribution Agreement”), pursuant to which, in accordance with the Internal Reorganization, Trinity was separated into two separate, independent, publicly-traded companies; (i) one comprising the Arcosa Business, which is owned and conducted directly or indirectly by Arcosa, all of the common stock of which was distributed to the Trinity stockholders, and (ii) one comprising the Trinity Business, which continues to be owned and conducted, directly or indirectly, by Trinity, all on the terms and conditions set forth in the Separation and Distribution Agreement; and

WHEREAS, in connection with the transactions contemplated by the Separation and Distribution Agreement, each Party agreed to license to the other certain Intellectual Property commencing as of the Effective Time, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth hereafter, and intending to be legally bound hereby, the Parties hereby agree as follows:

Article I

Definitions

Section 1.01   Certain Defined Terms. Capitalized terms used but not defined herein have the meanings given to such terms in the Separation and Distribution Agreement. The following capitalized terms used in this Agreement shall have the meanings set forth below:

(a) “Arcosa Intellectual Property” means Intellectual Property (other than Trademarks) that both (i) is owned by the Arcosa Group as of the Effective Time and (ii) was used in the Trinity Business in the twelve (12) consecutive months immediately prior to the Effective Time, including the Intellectual Property identified on Schedule A. For the avoidance of doubt, Arcosa Intellectual Property does not include any Intellectual Property created or acquired by any member of the Arcosa Group after the Effective Time, except for any patent filed by any member of the Arcosa Group after the Effective Time that claims priority back to any patents described by (i) and (ii) above.

(b) “Arcosa Segments” means (i) construction products, namely, manufacturing and selling trench shields and shoring products and services for infrastructure-related projects, and producing and selling lightweight and natural construction aggregates, provided that in no event shall such products include highway products; (ii) transportation products, namely, manufacturing and selling barges and related products for inland waterway services; (iii) manufacturing and selling steel components for railcars and other transportation equipment; and (iv) energy production and transmission equipment, namely, structural wind energy towers, well-head and related energy products storage equipment, steel utility structures for electricity transmission and distribution, pressurized and non-pressurized storage and distribution containers, cryogenic storage and transport containers and gas processing and storage equipment used at well sites and midstream locations.

(c) “Improvement” means any modification, derivative work or improvement of any technology, whether or not patentable, including, without limitation, designs, formulae, procedures, methods, techniques, ideas, know-how, results of research and development, software, inventions, apparatus, creations, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and any other embodiments of the above, in any form whether or not specifically listed herein.

(d) “Intellectual Property” shall have the definition set forth in the Separation and Distribution Agreement; provided, that the term “Intellectual Property”, as used herein, expressly excludes Trademarks.

1

(e) “Trinity Intellectual Property” means Intellectual Property (other than Trademarks) that both i) is owned by the Trinity Group as of the Effective Time and ii) was used in the Arcosa Business in the twelve (12) consecutive months immediately prior to the Effective Time, including the Intellectual Property identified on Schedule B. For the avoidance of doubt, Trinity Intellectual Property does not include any Intellectual Property created or acquired by any member of the Trinity Group after the Effective Time, except for any patent filed by any member of the Trinity Group after the Effective Time that claims priority back to any patents described by (i) and (ii) above.

(f) “Trinity Segments” means (i) manufacturing, selling and/or leasing railcars and manufacturing and selling related parts and components; (ii) railcar maintenance, management, repair and retrofitting services; (iii) manufacturing, selling and renting highway products; (iv) manufacturing and selling heads for railcars and storage containers; (v) mounting of wheel and axle sets and (vi) owning and/or operating a fleet of railcars and providing third-party fleet leasing, management, maintenance, and administrative services, and providing logistical and security services.

(g) “Use” means to use, practice, reproduce, distribute, perform, display, license, sublicense, and otherwise exploit; to prepare modifications, derivative works, or improvements based upon; and to make, have made, sell, distribute, offer to sell, have sold, import, export, lease and otherwise commercialize or dispose of products and services based upon the Intellectual Property.

Article II

LICENSE GRANT

Section 2.01   Grant from Trinity to Arcosa.

(a) Trinity hereby grants, and shall cause the other members of the Trinity Group to grant, to Arcosa a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to Use the Trinity Intellectual Property for any purpose within the Arcosa Business or any future business of the Arcosa Group, provided that Arcosa shall have no right to Use the Trinity Intellectual Property in connection with the Trinity Segments. The foregoing license is not sublicensable except as expressly provided in Section 2.01(b). The foregoing license is (i) exclusive (except with respect to the Trinity Group) within the field of the Arcosa Segments and (ii) non-exclusive in all other fields.

(b) Arcosa may grant sublicenses of the rights and licenses granted under this Section 2.01 in whole or in part to (i) the other members of the Arcosa Group, for so long as such members are Affiliates of Arcosa; (ii) contractors and other service providers performing services for the benefit of the Arcosa Group, for the duration of the performance of such services; and (iii) customers of the Arcosa Group in connection with the provision of products and services to such customers.

Section 2.02   Grant from Arcosa to Trinity.

(a) Arcosa hereby grants, and shall cause the other members of the Arcosa Group to grant, to Trinity a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to Use the Arcosa Intellectual Property for any purpose within the Trinity Business or any future business of the Trinity Group, provided that Trinity shall have no right to Use the Arcosa Intellectual Property in connection with the Arcosa Segments. The foregoing license is not sublicensable except as expressly provided in Section 2.02(b). The foregoing license is (i) exclusive (except with respect to the Arcosa Group) within the field of the Trinity Segments and (ii) non-exclusive in all other fields.

(b) Trinity may grant sublicenses of the rights and licenses granted under this Section 2.02 in whole or in part to (i) the other members of the Trinity Group, for so long as such members are Affiliates of Trinity; (ii) contractors and other service providers performing services for the benefit of the Trinity Group, for the duration of the performance of such services; and (iii) customers of the Trinity Group in connection with the provision of products and services to such customers.

Section 2.03   Improvements. As between the Parties, Trinity shall own any Improvements made by or on behalf of any member of the Trinity Group to the Trinity Intellectual Property or the Arcosa Intellectual Property. As between the Parties, Arcosa shall own any Improvements made by or on behalf of it to the Arcosa Intellectual Property or the Trinity Intellectual Property. Neither Party will have any obligation to license, disclose or deliver to the other Party any Improvements made by it to the Trinity Intellectual Property or the Arcosa Intellectual Property.

2

Section 2.04   Section 365(n) of the Bankruptcy Code. All rights and licenses granted under this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 (35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code.

Section 2.05   Ownership; Reservation of Rights. As between the Parties, Trinity will continue to own all right, title and interest in and to the Trinity Intellectual Property. As between the Parties, Arcosa will continue to own all right, title and interest in and to the Arcosa Intellectual Property. All rights not expressly granted by a Party hereunder are reserved by such Party. Without limiting the generality of the foregoing, the Parties expressly acknowledge that nothing contained herein shall be construed or interpreted as a grant, by implication or otherwise, of any licenses other than the licenses expressly set forth in this Article II. The licenses granted in Sections 2.01 and 2.02 are subject to, and limited by, any and all licenses, rights, limitations and restrictions with respect to, as applicable, the Trinity Intellectual Property or the Arcosa Intellectual Property previously granted to or otherwise obtained by any Third Party that are in effect as of the Effective Time, for so long as such previous licenses, rights, limitations and restrictions are in effect.

Article III

COVENANTS

Section 3.01   Ownership. No Party shall represent that it has any ownership interest in any Intellectual Property of the other Party licensed hereunder.

Section 3.02   Prosecution and Maintenance. Each Party retains the sole right to protect at its sole discretion the Intellectual Property owned by such Party, including deciding whether and how to file and prosecute applications to register patents and copyrights included in such Intellectual Property, whether to abandon prosecution of such applications, and whether to discontinue payment of any maintenance or renewal fees with respect to any patents.

Section 3.03   Third Party Infringements, Misappropriations, Violations. Each Party shall promptly notify the other Party in writing of any infringements, misappropriations or other violations by a Third Party of the Intellectual Property of the other Party being licensed hereunder that come to such Party’s attention. The licensing Party shall have the sole right to determine at its sole discretion whether any action shall be taken in response to such infringements, misappropriations or other violations. Any such action taken by the licensing Party shall be taken at the sole cost and expense of the licensing Party, and any damages awarded or otherwise paid by a Third Party as a result of any such action shall be for the sole account of the licensing Party. As reasonably requested by the licensing Party, the other Party shall cooperate in any such action at the licensing Party’s sole cost and expense.

Section 3.04   Patent Marking. Each Party acknowledges and agrees that it shall comply with all reasonable requests of the other Party relative to patent markings required to comply with or obtain the benefit of statutory notice or other provisions.

Article IV

TERM AND TERMINATION

Section 4.01   Term. This Agreement shall remain in full force and effect in perpetuity unless terminated in accordance with its terms.

Section 4.02   No Termination. This Agreement may only be terminated upon the mutual written agreement of the Parties hereto. In the event of a breach of this Agreement, the sole and exclusive remedy of the non-breaching Party shall be to recover monetary damages and/or to obtain injunctive or equitable relief.

3

Article V

DISCLAIMER; LIMITATION OF LIABILITY; ASSUMPTION OF RISK

Section 5.01   Warranty and Disclaimer.

(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE INTELLECTUAL PROPERTY LICENSED BY THE PARTIES PURSUANT TO THIS AGREEMENT IS FURNISHED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, USEFULNESS, COMMERCIAL UTILITY, ADEQUACY, COMPLIANCE WITH ANY LAW, DOMESTIC OR FOREIGN, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

(b) Each of Trinity (on behalf of itself and each member of the Trinity Group) and Arcosa (on behalf of itself and each member of the Arcosa Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 5.01(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Trinity or any member of the Trinity Group, on the one hand, and Arcosa or any member of the Arcosa Group, on the other hand, are jointly or severally liable for any Trinity Liability or any Arcosa Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

Section 5.02   Consequential Damages. EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN Section 5.04, in no event shall Trinity, Arcosa or their respective Affiliates, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS be liable under this Agreement for any punitive, exemplary, special, incidental, indirect or consequential damages of any kind or nature, and in no event shall EITHER PARTY or any of its Affiliates, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS be liable under this Agreement for lost profits, opportunity costs, diminution in value or damages based upon a multiple of earnings or similar financial measure, even if under applicable Law such lost profits, opportunity costs, diminution in value, or such damages would not be considered consequential or special damages.

Section 5.03   Assumption of Risk.

(a) Arcosa, on behalf of itself and its Affiliates, hereby assumes all risk and liability in connection with the Arcosa Group’s use of the Trinity Intellectual Property, provided that nothing in this Agreement shall be deemed to limit the rights and remedies of Arcosa pursuant to the Separation and Distribution Agreement.

(b) Trinity, on behalf of itself and its Affiliates, hereby assumes all risk and liability in connection with the Trinity Group’s use of the Arcosa Intellectual Property, provided that nothing in this Agreement shall be deemed to limit the rights and remedies of Trinity pursuant to the Separation and Distribution Agreement.

Section 5.04   Indemnification. The provisions of Article VI of the Separation and Distribution Agreement shall govern any and all Liabilities or indemnification (including any Indemnifiable Losses) under or in connection with this Agreement, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under or in connection with this Agreement.

Article VI

MISCELLANEOUS PROVISIONS

Section 6.01   Confidentiality. Section 7.5 (Confidentiality) of the Separation and Distribution Agreement shall govern the treatment of any Confidential Information disclosed under this Agreement.

4

Section 6.02   Independent Contractor. Each of Trinity, Arcosa, the Service Providers and the Service Recipients shall be an independent contractor in the performance of its respective obligations hereunder. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or a relationship of principal and agent or of employer and employee between Trinity and Arcosa, or between any Service Provider and a Service Recipient.

Section 6.03   Complete Agreement. This Agreement, including the exhibits and schedules attached hereto, the Separation and Distribution Agreement and the other Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any Schedule, the terms and conditions of such Schedule shall control. Notwithstanding anything to the contrary in this Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of the Separation and Distribution Agreement, the provisions of the Separation and Distribution Agreement shall control.

Section 6.04   Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party. Execution of this Agreement or any other documents pursuant to this Agreement by electronic e-mail or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 6.05   Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 6.05):

If to Trinity:
	Trinity Industries, Inc.
	2525 N. Stemmons Freeway
	Dallas, Texas 75207-2401
	Attn: [_]
If to Arcosa:
	Arcosa, Inc.
	[_]
	[_]
	Attn: [_]

Section 6.06   Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 6.07   Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 6.08   No Assignment; Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this

5

Agreement without the prior written consent of the other party to this Agreement, which such Party may withhold in its absolute discretion. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns.

Section 6.09   No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.

Section 6.10   Subsidiaries. Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Trinity and Arcosa on behalf of themselves and the members of their respective groups (the Trinity Group and the Arcosa Group). This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 6.11   Third Party Beneficiaries. Except (i) as provided in Article V relating to Indemnified Parties, this Agreement is solely for the benefit of each Party hereto and its respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person, and should not be deemed to confer upon any third party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

Section 6.12   Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 6.13   Exhibits and Schedules. The exhibits and schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates.

Section 6.14   Governing Law. This Agreement, and all actions, causes of action, or claims of any kind (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 6.15   Disputes; Consent to Jurisdiction.

(a) All Agreement Disputes will be resolved in accordance with the procedures set forth in Article VIII of the Separation and Distribution Agreement.

(b) Subject to the provisions of Article VIII of the Separation and Distribution Agreement, each of the Parties hereto agrees that the appropriate, exclusive and convenient forum for any disputes between the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court (the “Delaware Courts”). Each of the Parties further agrees that delivery of notice or document by United States registered mail to such Party’s respective address set forth in Section 6.05 shall be effective as to the contents of such notice or document, provided that service of process or summons for any action, suit or proceeding in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 6.15 shall be effective only pursuant to service on a Party’s registered agent for service of

6

process. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum..

Section 6.16   Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with Article VIII of the Separation and Distribution Agreement, (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 6.17   Waiver of Jury Trial. SUBJECT TO ARTICLE VIII OF THE SEPARATION AND DISTRIBUTION AGREEMENT, EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.17.

Section 6.18   Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

Section 6.19   Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 6.20   Authorization. Each of the Parties hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

Section 6.21   No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

Section 6.22   No Reliance on Other Party. The Parties hereto represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties hereto may have. The Parties hereto have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. The Parties hereto are not relying upon any representations or statements made by any other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties hereto are not relying upon a

7

legal duty, if one exists, on the part of any other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party hereto shall ever assert any failure to disclose information on the part of any other Party as a ground for challenging this Agreement or any provision hereof.

[The remainder of this page has been intentionally left blank. Signature pages follow.]

8

IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Matters Agreement to be executed the day and year first above written.

TRINITY INDUSTRIES, INC.
By:
	Name:
	Title:
ARCOSA, INC.
By:
	Name:
	Title:

9

EX-99.1

Exhibit 99.1

 

Dear Trinity Industries Stockholder:

In December 2017, we announced our plan to separate Trinity Industries, Inc. into two standalone, publicly traded companies through the spin-off of our infrastructure-related businesses to our stockholders. Upon completion of the spin-off, Trinity will continue to operate our integrated rail manufacturing, leasing, and services businesses, together with certain other businesses. The new company distributed to Trinity stockholders in the spin-off, Arcosa, Inc. (“Arcosa”), will be a growth-oriented company focused on infrastructure-related products and services with leading positions in construction, energy, and transportation markets.

Trinity believes that both the long-term potential and overall valuation of its businesses will be enhanced as a result of separating its current portfolio into two independent companies. We believe Trinity and Arcosa will each enhance their competitive positions as standalone companies focused on their respective industries. Arcosa will also be positioned to grow revenue and profitability, and will have the balance sheet strength and capital allocation flexibility to pursue acquisitions, and to capitalize on the large and growing market opportunity in infrastructure spending. Trinity is positioned to generate stable cash flows and earnings growth opportunities throughout rail transportation business cycles, giving the company an ability to pursue an optimized capital structure, efficiently allocate capital and effectively leverage its multiple rail platforms.

The spin-off will be effected through a pro rata distribution of all of the outstanding shares of Arcosa common stock to holders of Trinity common stock in a transaction that is intended to be tax-free to holders of Trinity common stock for United States federal income tax purposes (other than with respect to any cash received in lieu of fractional shares). Each Trinity stockholder will receive [ • ] share(s) of Arcosa common stock for each share of Trinity common stock held on [ • ], the record date for the distribution. Stockholder approval of the distribution is not required and you do not need to take any action to receive the shares of Arcosa common stock to which you are entitled as a Trinity stockholder. In addition, you do not need to pay any consideration or surrender or exchange your Trinity common stock in order to receive shares of Arcosa common stock.

I encourage you to read the attached information statement, which is being provided to all holders of Trinity common stock as of [ • ]. The information statement describes the separation and distribution in detail and contains important business and financial information about Arcosa.

Sincerely,

Timothy R. Wallace
Chairman, Chief Executive Officer, and President
Trinity Industries, Inc.

Dear Future Arcosa Stockholder:

I am delighted to welcome you as a future stockholder of our company, Arcosa, Inc., which will soon begin operating independently as a growth-oriented company focused on infrastructure-related products and services.

Our businesses have well-established positions in the construction, energy, and transportation markets that are critical to global infrastructure needs. Following the spin-off, both Arcosa and Trinity will be positioned to focus attention on a distinct investment thesis, enabling investors to more clearly evaluate the inherent value of each company’s portfolio of businesses and invest accordingly.

I would like to briefly discuss four themes that I believe will help Arcosa thrive as an independent public company. You will read about these themes in more depth throughout the attached information statement, and I look forward to sharing more about them in the upcoming months:

• Strong platform of leading businesses with established reputations: Arcosa will be a new publicly traded company, but our individual businesses have built reputations for quality, service, and operational excellence over decades. Our company name may have changed, but customers will still recognize us as key partners that provide products and services integral to their success. Arcosa also inherits Trinity’s deep culture of operational flexibility that will enable the company to quickly respond to changes in market demand.

• Well-positioned to benefit from North American economic growth and infrastructure spending: With our current platform of businesses and additional growth opportunities, we believe we are well-aligned with key market trends, such as the replacement and growth of aging transportation and energy infrastructure, the continued shift to renewable power generation, and the expansion of downstream energy infrastructure.

• Focused on growth, both through organic capital investments and acquisitions: We intend to pursue a strategy that combines organic growth and disciplined acquisitions to capitalize on the fragmented nature of many of the industries in which we operate. At the same time, we believe that Arcosa’s products have great potential internationally. We intend to use our long-standing experience in Mexico as a platform to pursue those opportunities.

• Proven leadership team: Arcosa’s management team brings significant expertise to our new company. I have worked with most of our management team in the past, and I know what they are capable of delivering. After 16 years with Trinity, I had the opportunity to become CEO of a global, publicly-traded enterprise, which provided me with additional skill-sets that will prove invaluable in this new stage of Arcosa’s development. Running a global, decentralized company also provided me the foundation for developing the operating model that I plan to implement at our new company. Arcosa is expected to be a lean organization, decentralized in its decision making process, and supported with a strong compliance system. Arcosa will be an agile company focused on growth and creating an exciting work environment for our team members.

Arcosa will be a company dedicated to delivering value to our many stakeholders, including our stockholders, our customers and suppliers, the communities in which we operate, and our team members throughout the organization. We are very proud of our historical roots as part of Trinity Industries, and are equally honored to be part of the exciting future we see ahead of us as a standalone public company.

We have been given an opportunity to create a new public company with a strong heritage of success. Our prospects are very bright, and we look forward to enhancing stockholder value.

Sincerely,

Antonio Carrillo

President and Chief Executive Officer

Arcosa, Inc.

Information contained herein is subject to completion or amendment. A registration statement on Form 10 relating to these securities has been filed with the United States Securities and Exchange Commission under the United States Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED AUGUST 1, 2018

INFORMATION STATEMENT

ARCOSA, INC.

Common Stock
(par value $0.01 per share)

This information statement is being furnished in connection with the distribution by Trinity Industries, Inc. (“Trinity”) to its stockholders of the outstanding shares of common stock of Arcosa, Inc. (“Arcosa” or the “Company”), a wholly-owned subsidiary of Trinity. Arcosa will hold directly and/or indirectly assets and liabilities associated with Trinity’s infrastructure-related businesses, including Trinity’s inland barge, transportation-related steel components, construction products, and energy equipment businesses as more fully described in this information statement. Trinity will distribute 100 percent of the outstanding shares of Arcosa common stock on a pro rata basis to existing stockholders of Trinity.

For every share of Trinity common stock held of record by you as of the close of business on [ • ], the record date for the distribution, you will receive [ • ] share(s) of Arcosa common stock. You will receive cash in lieu of any fractional shares which you would have received after application of the above ratio. We expect our common stock will be distributed by Trinity to you on or about [ • ], the distribution date. As discussed under “The Separation and Distribution—Trading Between the Record Date and the Distribution Date,” if you sell your shares of Trinity common stock in the “regular-way” market after the record date and before the distribution date, you also will be selling your right to receive shares of Arcosa common stock in connection with the spin-off.

We are not asking you for a proxy and you are not requested to send Trinity a proxy. No vote of Trinity’s stockholders is required in connection with the distribution. You will not be required to pay any consideration or to exchange or surrender your existing shares of Trinity or take any other action to receive the shares of Arcosa on the distribution date to which you are entitled.

We intend for the distribution to be tax-free to our stockholders (other than with respect to any cash received in lieu of fractional shares) for United States federal income tax purposes. You should consult your own tax advisor as to the particular consequences of the distribution to you, including the applicability of any state, local, and foreign tax laws.

There is no current trading market for our common stock, although we expect that a limited market, commonly known as a “when-issued” trading market will develop on or shortly before the record date for the distribution, and we expect “regular-way” trading of our common stock to begin on the first trading day following the completion of the distribution. We intend to apply to list our common stock on The New York Stock Exchange (“NYSE”), or a comparable public market, under the symbol “[ • ]”.

In reviewing the information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 18.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement is first being mailed to Trinity stockholders on or about [ • ], 2018.

TABLE OF CONTENTS

INFORMATION STATEMENT SUMMARY	2
QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION	8
SUMMARY OF THE SEPARATION AND DISTRIBUTION	15
RISK FACTORS	18
FORWARD-LOOKING STATEMENTS	38
THE SEPARATION AND DISTRIBUTION	40
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION	44
DIVIDEND POLICY	47
CAPITALIZATION	48
SELECTED HISTORICAL COMBINED FINANCIAL DATA	49
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS	51
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS	55
BUSINESS	56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	63
MANAGEMENT	83
COMPENSATION DISCUSSION AND ANALYSIS	87
DIRECTOR COMPENSATION	101
EXECUTIVE COMPENSATION	102
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	109
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	116
DESCRIPTION OF INDEBTEDNESS	117
DESCRIPTION OF CAPITAL STOCK	118
WHERE YOU CAN FIND MORE INFORMATION	122
INDEX TO COMBINED FINANCIAL STATEMENTS	F-1

PRESENTATION OF INFORMATION

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement, including the Audited Annual Combined Financial Statements and Unaudited Interim Combined Financial Statements of Arcosa, which are comprised of the assets and liabilities of Trinity’s infrastructure-related businesses, assumes the completion of all the transactions referred to in this information statement in connection with the separation and distribution (together, the “spin-off”).

Unless the context otherwise requires, references in this information statement to “Arcosa, Inc.,” “Arcosa,” “Company,” “we,” “us,” “our” and “our company” refer to Arcosa, Inc. and its combined subsidiaries. References in this information statement to “Trinity” refer to Trinity Industries, Inc. and its combined subsidiaries (other than Arcosa and its combined subsidiaries), unless the context otherwise requires or as otherwise specified herein.

This information statement is being furnished solely to provide information to Trinity stockholders who will receive shares of Arcosa common stock in the distribution. It is not and is not to be construed as an inducement or encouragement to buy or sell any of Arcosa’s securities or any securities of Trinity. This information statement describes Arcosa’s business, Arcosa’s relationship with Trinity and how the spin-off affects Trinity and its stockholders and provides other information to assist you in evaluating the benefits and risks of holding or disposing of Arcosa common stock that you will receive in the distribution. You should be aware of certain risks relating to the spin-off, Arcosa’s business and ownership of Arcosa common stock, which are described under the section entitled “Risk Factors”.

TRADEMARKS AND TRADE NAMES

We own or have rights to use the trademarks and trade names that we use in conjunction with the operation of our business. Solely for convenience, we only use the TM or ® symbols the first time any trademark or trade name is mentioned. Such references are not intended to indicate in any way that we will not assert, to the fullest extent permitted under applicable law, our rights to our trademarks and trade names.

1

INFORMATION STATEMENT SUMMARY

This summary highlights some of the information in this information statement relating to Arcosa, our separation from Trinity and the distribution of our common stock by Trinity to its stockholders. For a more complete understanding of our business and the separation and distribution, you should read carefully the more detailed information set forth under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “The Separation and Distribution” and the other information included in this information statement.

Arcosa, Inc.

Arcosa is focused on infrastructure-related products and services and is currently owned by Trinity, a diversified industrial company. Arcosa is comprised primarily of businesses from Trinity’s Construction Products Group, Energy Equipment Group, and Inland Barge Group. In December 2017, Trinity announced the spin-off of Arcosa into a separate, publicly-traded company. Arcosa will have leading positions in construction, energy, and transportation markets. Arcosa will be a growth-oriented company with the balance sheet strength and capital allocation flexibility to pursue growth through disciplined acquisitions and to capitalize on the large and growing market opportunity in infrastructure spending.

Reasons for the Spin-Off

The Trinity Board of Directors believes that separating the Arcosa business from the remainder of Trinity is in the best interests of Trinity and its stockholders for a number of reasons, including:

• Enhances Overall Growth Potential through Focused Companies—Trinity believes that both the long-term growth potential and overall valuation of its businesses will be enhanced as a result of separating its current portfolio of business into two independent companies. Trinity believes Trinity and Arcosa will each enhance their competitive positions as standalone companies focused on their respective industries.

• Enables Each Company to Optimize Balance Sheet and Capital Allocation Priorities—Each company plans to pursue distinct investment decisions with capital structures based on their needs and potential opportunities, and will be able to create value by allocating capital to the alternatives that achieve the best returns for their respective stockholders.

• Allows Businesses to Advance Differentiated Investment Theses—Each company will be positioned to focus attention on independent and unique investment theses. Each company will be tied to different demand drivers, which will allow investors to model each company independently, evaluate the inherent value of each company, and invest accordingly.

Trinity’s Board of Directors also considered potentially negative factors in evaluating the spin-off, including risks relating to the creation of a new public company, possible increased administrative costs and one-time separation costs, but concluded that the potential benefits of the spin-off outweighed these factors. The anticipated benefits of the spin-off are based on a number of assumptions, and there can be no assurance that such benefits will materialize to the extent anticipated, or at all. In the event the spin-off does not result in such benefits, the costs associated with the spin-off could have an adverse effect on each company individually and in the aggregate. For more information, see the sections entitled “The Separation and Distribution—Reasons for the Spin-Off” and “Risk Factors” included elsewhere in this information statement.

Business Overview

Arcosa is a growth-oriented manufacturer and producer of infrastructure-related products with revenues and operating profit of $1.5 billion and $132 million, respectively, for the fiscal year ended December 31, 2017. We provide critical products for a broad spectrum of markets throughout construction, energy, and transportation. We own businesses with well-established positions in attractive markets with favorable long-term demand drivers, which should provide us with compelling organic and acquisition opportunities.

2

We will operate in and report financial results for three segments: Construction Products, Energy Equipment, and Transportation Products.

($ in millions)
2017 Revenues	$259	$844	$363
2017 Operating       profit	$54	$78	$39
Primary products	• Natural aggregates   (sand and gravel) • Lightweight aggregates • Trench shields and   shoring products	• Wind towers • Utility structures • Pressurized and non-   pressurized storage and   distribution containers	• Inland barges • Fiberglass covers and   other barge components • Axles and couplers • Industrial and mining   components
Primary markets served	• Residential,   commercial, industrial   construction • Road and bridge   construction • Underground   construction	• Wind power generation • Power transmission and   distribution • Gas and liquids storage   and distribution in the   energy, agriculture, and   industrial markets	• Transportation products   serving numerous   markets, including:   - Agriculture/food      products   - Refined products   - Chemicals   - Upstream oil
Number of operating facilities	20	15	7

Our Competitive Strengths

Strong market positions with established reputations for quality and service. We own numerous businesses that are market leaders in their respective product categories or geographic areas. Our businesses have long-standing relationships with customers that have been built by delivering quality products, on-time performance, and excellent customer service.

For example, in our Transportation Products Group, our McConway & Torley foundry business has been serving customers in the transportation industry since 1868, and our inland barge business traces its history back more than 70 years. In our Energy Equipment Group, Trinity Meyer Utility Structures was a pioneer in the steel transmission pole industry, and our TATSA® brand in Mexico has been operating in the storage and distribution containers business since 1955. In our Construction Products Group, our construction aggregates business has operated in Texas for more than 25 years, and our GME® brand was an industry pioneer in the trench shoring industry in the 1960s.

Well-positioned to benefit from North American economic growth and infrastructure spending. We believe we are well-positioned to benefit from economic growth and infrastructure spending in North America. Primary drivers of this growth are expected to include:

• Continued strength in overall industrial production — According to data released by the Board of Governors of the Federal Reserve System (the “Federal Reserve”), United States industrial production demonstrated year-over-year growth in every month from March 2017 to March 2018.

• Replacement and growth of aging infrastructure — The American Society of Civil Engineers (“ASCE”) estimates that a total investment of $4.6 trillion is needed from 2016 to 2025 in order to improve United States infrastructure to an adequate state. The ASCE also estimates that funding has already been provided for approximately $2.5 trillion of the required investment.

• Replacement and growth of aging energy infrastructure — The age of the United States electrical grid requires significant upgrades and expansion. In a November 2014 study, the United States Department of Energy reported that 70 percent of the grid’s transmission lines and power transformers are over 25 years old, and the average age of power plants is over 30 years old. The ASCE estimates that $934 billion of the $2.5 trillion investment noted above is required to improve the electricity infrastructure in the United States.

3

• Continued shift to renewable power generation, with associated transmission projects — In a continued transformation of the United States electrical grid, the United States Energy Information Administration (“EIA”) estimates that approximately 110 gigawatts of utility-scale renewable electricity generation capacity, mostly wind and solar power, will be added in the United States from 2018 to 2030, representing 56 percent of all new power sector electricity generation capacity estimated to be brought online.

• Expansion of United States petrochemical industry — According to the American Chemistry Council, more than 300 announced chemical industry investment projects worth more than $185 billion will come online in the United States over the next decade, supported by low cost feedstocks. In 2016, the chemical industry accounted for nearly half of construction spending in United States manufacturing.

Proven ability to operate efficiently in cyclical markets. A number of our businesses operate in cyclical markets where scale, flexibility, low-cost manufacturing, and operating experience are keys to success. Our business leaders have significant experience generating attractive through-the-cycle financial returns in markets with strong long-term fundamentals. Given our history operating in cyclical markets, our company has developed a capable and flexible manufacturing culture allowing us to capture additional opportunities to enhance financial returns.

Since the second-half of 2015, our Transportation Products Group has been in a cyclical low period due to weak demand conditions and an oversupply of inland barges and freight and tank railcars in North America. However, we believe we are well-positioned to benefit from a market recovery when demand for new inland barge construction and transportation-related steel components recovers, the potential early signs of which we are now experiencing.

We expect to be able to compete in different markets by maintaining a lean, dynamic, and decentralized organization. Additionally, steel is a primary raw material in many of our products, and our scale and purchasing expertise improves our ability to serve customers.

Attractive path to grow through strategic acquisitions. Arcosa should have an attractive path to grow through strategic acquisitions. We operate in a number of fragmented or niche industries that present compelling growth opportunities. Following the spin-off from Trinity, we expect to continue seeking acquisitions to accelerate our market penetration and expand our manufacturing capacity and capability. Our efforts will be focused on infrastructure opportunities, both domestic and abroad, and we will no longer be competing for capital with Trinity’s rail-related businesses.

Recent examples of our growth include operating asset acquisitions and land reserve purchases in our construction aggregates business, where we have built a strong platform in lightweight aggregates nationwide and natural aggregates in Texas and Louisiana. Additionally, we have expanded in the trench shoring businesses through acquisitions.

Our team has expertise integrating acquisitions, which will facilitate the continued execution of our growth strategy, helping to reduce integration risks.

Balance sheet flexibility to pursue growth organically and through acquisitions. Arcosa will have the balance sheet strength to pursue both disciplined acquisitions and organic growth. We anticipate having sufficient cash on hand, committed credit availability and debt capacity to pursue sizeable acquisitions. Arcosa is expected to generate healthy operating cash flow that will also be available to invest in corporate development and organic initiatives.

Opportunities to leverage extensive platform in Mexico. We have been operating in Mexico for over 60 years, and we intend to use our extensive platform to find international expansion opportunities, enabling us to grow our established market positions by leveraging our competitive strengths. Our management team has the experience and ability to evaluate and execute on both organic and acquisition opportunities.

Experienced leadership team with track record of growth. Our leadership team has extensive industry experience and a successful track record of operational excellence, including delivery of attractive financial returns through the cycle. We will be focused on growth opportunities, driving operating efficiencies, and return on invested capital (“ROIC”). Antonio Carrillo, our Chief Executive Officer, has executed transformational acquisitions and ROIC improvement in his former role as chief executive officer of Mexichem S.A.B. de C.V., a publicly traded global specialty chemical company. Under his leadership, our operating leaders will continue to have a strong ROIC focus.

4

Our Business Strategy

Capitalize on favorable market conditions and market recoveries. The United States continues to experience economic growth, including an expansion in industrial production, which grew 1.6 percent in 2017 and averaged 3.9 percent year-over-year growth in the first quarter of 2018. Our businesses are well-positioned to take advantage of broad-based demand from the increase in industrial activity across North America.

The businesses in our Construction Products Group should benefit from multiple activities in the United States to replace its aging infrastructure. Additionally, the core Texas markets served by our natural aggregates operations continue to show strength and positive long-term demographics that support continued infrastructure investment.

In our Energy Equipment Group, the replacement of an aging power transmission infrastructure should provide growth opportunities for our utility structures business. This group will also benefit from growth in renewable power generation, which should require additional wind tower installations and transmission projects to connect to centers of demand. Additionally, we anticipate that growth in Mexico’s energy infrastructure should create opportunities to serve terminals that import and distribute petrochemicals and other liquids.

Since 2015, the markets served by our Transportation Products Group have been in a cyclical downturn due to weak demand conditions and an oversupply of inland barges and railcars in North America. This resulted in revenues for this group contracting from $978 million in 2015 to $363 million in 2017. While we do not expect an immediate recovery, we have continued to maintain profitability despite the steep drop in demand. As such, we believe we are well-positioned to benefit over the next several years as demand for our products in this segment recovers, the potentially early signs of which we are now experiencing.

Maintain dedicated customer focus. We believe that maintaining a close partnership with our customers allows us to effectively focus our efforts and respond to their changing demands at a global, regional, and local level. Our customers operate in dynamic environments, and we continually partner with them to improve our products and services.

Leverage operational excellence expertise to achieve low-cost production and safe, sustainable operations. Our experienced leadership team has a track record of operational excellence and delivering attractive financial returns through the cycle. Our corporate support functions will be designed to maintain robust levels of safety, quality, and compliance, while promoting a lean, decentralized operating model. We are focused on reducing our selling, engineering, and administrative (“SE&A”) costs through process redesign and other cost reduction measures.

Drive growth through disciplined acquisitions and organic investments. Arcosa is expected to possess the balance sheet strength and capital allocation flexibility to pursue organic growth, as well as strategic acquisitions. We intend to pursue a disciplined growth strategy in our core infrastructure markets, capitalizing on the fragmented nature of many of the industries in which we operate. Additionally, by leveraging the central location of our operations in Mexico, we should be able to expand our footprint and product lines into other international geographies and markets.

Continually assess our portfolio to allocate capital towards the best opportunities. Following the spin-off, Arcosa will be positioned to focus attention on its distinct investment thesis. We will utilize a robust process to effectively identify and execute on organic and acquisition growth opportunities, and our organization will be structured so it can quickly and efficiently integrate new acquisitions.

Our Segments

Construction Products Group

Markets

Our Construction Products Group participates in multiple areas of construction infrastructure. Our products are used across the construction landscape, including commercial, industrial, road and bridge, and underground construction. As the United States continues to replace its aging infrastructure, our businesses are well-positioned to benefit from this activity.

Products, Customers and Competitors

We are a well-known producer and distributor of lightweight and natural construction aggregates in certain regions of the United States serving both public infrastructure and private construction markets. Lightweight aggregates, produced and distributed by us nationwide, are select shales and clay that are expanded and hardened by high

5

temperatures in a rotary kiln and possess a bulk density that can be less than half that of natural aggregates. Product applications include structural lightweight concrete, lightweight masonry block, and asphalt surface treatments. Our natural aggregates are produced in Texas and Louisiana and include sand, gravel, crushed limestone base, and various other products for use typically in ready mixed concrete, concrete pipe, and road construction. Our construction aggregates customers are concrete producers; commercial, residential, and highway contractors; manufacturers of masonry products; and state and local governments. We compete with lightweight construction aggregates producers nationwide and natural construction aggregates producers located in the regions where we operate.

We hold a strong market position in the manufacture of trench shields and shoring products for the United States construction industry. Trench shields and shoring products are used for water and sewer construction, utility installations, manhole work, oil and gas pipeline construction, and other underground applications. Our customers are equipment rental dealers and commercial, residential, and industrial contractors. We compete with manufacturers nationwide. We additionally participate in certain regional rental markets for trench shoring equipment.

Energy Equipment Group

Markets

Our Energy Equipment Group serves a broad spectrum of energy markets, including wind power generation, power transmission and distribution, and the storage and transportation of gas and liquid products for use in the energy, agricultural, and industrial markets.

As the United States and Mexico expand their renewable energy power generation, we believe we are well-positioned to benefit from future wind power installations as well as from the associated transmission projects to connect to centers of demand. Wind energy is an important part of Mexico’s strategy of focusing on renewable energy to complement its current generation portfolio. Furthermore, we believe we are well-positioned to benefit from transmission projects in the United States and Mexico as public and private utilities seek to replace aging transmission infrastructure and improve the reliability of the electrical grid.

Additionally, our storage and distribution containers support oil, gas, and chemical markets and are used by industrial plants, utilities, residences and small businesses in suburban and rural areas. Additionally, we manufacture fertilizer storage and distribution containers for agricultural markets, including bulk storage, farm storage, and the application and distribution of anhydrous ammonia.

Products, Customers and Competitors

We are one of the foremost manufacturers of structural wind towers in the United States and Mexico. Our primary customers are wind turbine producers and we compete with both domestic and foreign producers of towers.

We are a well-established manufacturer in the United States and Mexico of steel utility structures for electricity transmission and distribution. Through our recognized brands, we have developed strong relationships with our primary customers, public and private utilities. We compete with both domestic and foreign manufacturers.

Arcosa is one of the primary manufacturers in North America of pressurized and non-pressurized storage and distribution containers that store and transport a wide variety of products, including propane, anhydrous ammonia, and natural gas liquids. We manufacture cryogenic storage and transport containers and manufacture oil and gas processing and storage equipment used at well sites and in midstream locations.

We are a principal producer of pressure vessels in Mexico, where we have operated for over 60 years. We believe the Company is very well-positioned in Mexico to capitalize on opportunities associated with the country’s energy reform as well as the large need for terminals in Mexico to import and distribute petrochemicals and other liquids.

Transportation Products Group

Markets

Our Transportation Products Group consists of established companies that supply manufactured steel products to the transportation industry. These transportation products serve a wide variety of markets, including the transportation of commodities such as grain, coal, aggregates, chemicals, fertilizers, petrochemicals, and refined products.

6

Products, Customers and Competitors

We have a leading position in the United States market for the manufacture of inland barges and fiberglass barge covers. We manufacture a variety of hopper barges, tank barges, and fiberglass covers, and we provide a full line of deck hardware to the marine industry, including hatches, castings and winches for towboats and dock facilities. Our customers are primarily commercial marine transportation companies and industrial shippers. We compete with a number of other manufacturers in the United States.

Arcosa is also a recognized manufacturer of steel components for railcars and other transportation equipment. We manufacture axles, circular forgings and coupling devices for freight, tank, locomotive and passenger rail transportation equipment, as well as other industrial uses, and also provide cast components for use in the industrial and mining sectors. Our customers are primarily freight and passenger railcar manufacturers, rail maintenance and repair facilities, railroads, steel mills, and mining equipment manufacturers. We compete with both domestic and foreign manufacturers.

Our Principal Office

Our principal executive offices are currently located at 2525 N. Stemmons Freeway, Dallas, Texas 75207-2401, and our telephone number is currently 214-631-4420. We maintain a website at www.arcosa.com. The information contained on our website or that can be accessed through our website neither constitutes part of this information statement nor is incorporated by reference herein.

7

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

What is Arcosa and why is Trinity separating Arcosa’s business and distributing Arcosa stock?	Arcosa currently is a wholly-owned subsidiary of Trinity that was formed to hold Trinity’s infrastructure-related businesses. The separation of Arcosa from Trinity and the distribution of Arcosa common stock are intended to provide you with equity investments in two separate companies, each of which will be able to focus on their respective businesses. Trinity and Arcosa believe that the spin-off will result in enhanced long-term performance of each business for the reasons discussed in the section entitled “The Separation and Distribution—Reasons for the Spin-Off”.
Why am I receiving this document?	Trinity is delivering this document to you because you are a holder of Trinity common stock. If you are a holder of Trinity common stock as of the close of business on [ • ], the record date for the distribution, you will be entitled to receive [ • ] share(s) of Arcosa common stock for every share of Trinity common stock that you hold at the close of business on such date. This document will help you understand how the separation and distribution will affect your investment in Trinity and your investment in Arcosa after the spin-off.
How will the spin-off of Arcosa from Trinity work?	The spin-off will be accomplished through a series of transactions in which (i) the equity interests of the entities that hold assets and liabilities of Trinity’s infrastructure-related businesses described herein will be transferred to Arcosa, (ii) other assets and liabilities will be assigned to or assumed by Arcosa, and (iii) Trinity will then distribute all of the outstanding shares of common stock of Arcosa to Trinity’s stockholders on a pro rata basis as a distribution.
Why is the spin-off of Arcosa structured as a distribution?	Trinity believes that a distribution of Arcosa shares to Trinity stockholders, which Trinity intends to be tax-free for United States federal income tax purposes, is an efficient way to separate its infrastructure-related businesses in a manner that is expected to create long-term benefits and value for Trinity, Arcosa and their respective stockholders.
What is the record date for the distribution?	The record date for the distribution is [ • ].
When will the distribution occur?	It is expected that all of the shares of Arcosa common stock will be distributed by Trinity after the close of trading on the New York Stock Exchange (“NYSE”) on [ • ], to holders of record of Trinity common stock as of the close of business on [ • ], the record date. However, no assurance can be provided as to the timing of the distribution or that all conditions to the distribution will be met.
Is a stockholder vote required to approve the distribution?	No stockholder vote is required to approve the distribution.
What do stockholders need to do to participate in the distribution?	Stockholders of Trinity entitled to receive shares in the distribution will not be required to take any action to receive Arcosa common stock in the distribution, but you are urged to read this entire information statement carefully. No stockholder approval of the distribution is required. You are not being asked for a proxy. You do not need to pay any consideration,

8

	exchange or surrender your existing Trinity common stock or take any other action to receive your shares of Arcosa common stock. Please do not send in your Trinity stock certificates.
Will I receive physical certificates representing shares of Arcosa common stock following the spin-off?	No. Following the spin-off, Arcosa will not issue physical certificates representing shares of Arcosa common stock. If you own Trinity common stock as of the close of business on the record date, Trinity, with the assistance of [ • ], the distribution agent, will electronically distribute shares of Arcosa common stock to you or to your brokerage firm on your behalf by way of direct registration form. “Direct registration form” refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. [ • ] will mail you a book-entry account statement that reflects your shares of Arcosa common stock, or your bank or brokerage firm will credit your account for the shares.
	Following the distribution, stockholders whose shares are held in book-entry form may request that their shares of Arcosa common stock held in book-entry form be transferred to a brokerage or other account at any time.
How many shares of Arcosa common stock will I receive in the distribution?	Trinity will distribute to you [ • ] share(s) of Arcosa common stock for every share of Trinity common stock held by you as of the close of business on the record date. Based on approximately [ • ] shares of Trinity common stock outstanding as of [ • ], a total of approximately [ • ] shares of Arcosa common stock will be distributed. For additional information on the distribution, see the section entitled “The Separation and Distribution”.
Will Arcosa issue fractional shares of its common stock in the distribution?	No. Arcosa will not issue fractional shares of its common stock in the distribution. Fractional shares that Trinity stockholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise be entitled to receive) to those stockholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares. The receipt of cash in lieu of fractional shares generally will be taxable to the recipient stockholders for United States federal income tax purposes as described in the section entitled “Material United States Federal Income Tax Consequences of the Distribution”.
What are the conditions to the distribution?	The distribution of our common stock by Trinity is subject to the satisfaction of the following conditions:
	•   The SEC will have declared effective the registration     statement of which this information statement forms a part,     and no stop order relating to the registration statement will     be in effect.

9

	•   The NYSE, or a comparable public market, will have     approved the listing of Arcosa common stock, subject to     official notice of issuance.
	•   Trinity will have received a private letter ruling (the “IRS     ruling”) from the United States Internal Revenue Service     (the “IRS”), substantially to the effect that, among other     things, the distribution, together with certain related     transactions, will qualify as tax-free for United States     federal income tax purposes under Sections 368(a)(1)(D)     and 355 of the United States Internal Revenue Code of     1986, as amended, (the “Code”). See the section entitled     “Material United States Federal Income Tax Consequences     of the Distribution”.
	•   Trinity will have received an opinion of each of Skadden,     Arps, Slate, Meagher & Flom LLP, tax counsel to Trinity,     and KPMG, tax advisor to Trinity (the “tax opinions”),     substantially to the effect that, among other things, the     distribution, together with certain related transactions, will     qualify as tax-free for United States federal income tax     purposes under Sections 368(a)(1)(D) and 355 of the Code.     See the section entitled “Material United States Federal     Income Tax Consequences of the Distribution”.
	•   All permits, registrations and consents required under the     securities or blue sky laws of states or other political     subdivisions of the United States or of foreign jurisdictions     in connection with the distribution will have been received.
	•   No order, injunction or decree issued by any court of     competent jurisdiction or other legal restraint or prohibition     preventing the consummation of the separation, distribution     or any of the related transactions will be in effect.
	•   The reorganization of the Trinity and Arcosa businesses     prior to the separation and distribution will have been     effectuated.
	•   No events or developments shall have occurred or exist that,     in the sole and absolute judgment of the Trinity Board of     Directors, make it inadvisable to effect the distribution or     would result in the distribution and related transactions not     being in the best interest of Trinity or its stockholders.
	Trinity and Arcosa cannot assure you that any or all of these conditions will be met, and Trinity may also waive conditions to the distribution. Trinity may decline at any time to go forward with the distribution, whether or not the conditions are satisfied.
What is the expected date of completion of the spin-off?	The completion and timing of the spin-off are dependent upon a number of conditions. It is expected that the shares of Arcosa common stock will be distributed by Trinity after the close of trading on the NYSE on [ • ] to the holders of record of Trinity common stock as of the close of business on the record date. However, no assurance can be provided as to the timing of the spin-off or that all conditions to the spin-off will be met.

10

Can Trinity decide to cancel the distribution of Arcosa common stock even if all the conditions have been met?	Yes. Until the distribution has occurred, Trinity has the unilateral and sole and exclusive right to terminate the distribution for any reason, even if all of the conditions are satisfied. See the section entitled “Risk Factors—Risks Related to Arcosa Common Stock”.
What if I want to sell my Trinity common stock or my Arcosa common stock?	You should consult with your financial advisors, such as your stockbroker, bank or tax advisor.
What is “regular-way” and “ex-distribution” trading?	Beginning on or shortly before the record date and continuing up to and through the distribution date, it is expected that there will be two markets in Trinity common stock: a “regular-way” market and an “ex-distribution” market. Shares of Trinity common stock that trade in the “regular-way” market will trade with an entitlement to shares of Arcosa common stock distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to shares of Arcosa common stock distributed pursuant to the distribution. Each stockholder trading in Trinity shares would make any decision as to whether to trade one or more of such stockholder’s shares in Trinity in the “regular-way” market or the “ex-distribution” market.
	If you decide to sell any shares of your Trinity common stock before the distribution date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your Trinity common stock with or without your entitlement to Arcosa common stock pursuant to the distribution.
Where will I be able to trade shares of Arcosa common stock?	Arcosa intends to apply to list its common stock on the NYSE, or a comparable public market, under the symbol “[ • ]”. Arcosa expects that trading in shares of its common stock will begin on a “when-issued” basis on or about the record date and will continue up to and through the distribution date and that “regular-way” trading in Arcosa common stock will begin on the first trading day following the distribution date. If trading begins on a “when-issued” basis, you may purchase or sell Arcosa common stock up to and through the distribution date, but your transaction will not settle until after the distribution date. Arcosa cannot predict the trading prices for its common stock before, on or after the distribution date.
What will happen to the listing of Trinity common stock?	Trinity common stock will continue to trade on the NYSE under the symbol “TRN” both before and after the distribution.
Will the number of shares of Trinity common stock that I own change as a result of the distribution?	No. The number of shares of Trinity common stock that you own will not change as a result of the distribution.
What are the material United States federal income tax consequences of the distribution?	It is a condition to the completion of the distribution that Trinity receives (i) a private letter ruling from the IRS and (ii) an opinion of each of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Trinity, and KPMG, tax advisor to Trinity, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code.

11

	Accordingly, and so long as the distribution so qualifies, for United States federal income tax purposes, no gain or loss will be recognized by you, and no amount will be included in your income, upon the receipt of shares of Arcosa common stock pursuant to the distribution. You will, however, recognize gain or loss for United States federal income tax purposes with respect to cash received in lieu of a fractional share of Arcosa common stock.
	For more information regarding the potential United States federal income tax consequences to Arcosa, to Trinity and to you, see the section entitled “Material United States Federal Income Tax Consequences of the Distribution”. You should consult your own tax advisor as to the particular consequences of the distribution to you, including the applicability of any state, local, and foreign tax laws.
What are the material state, local and foreign income tax consequences of the distribution?	The tax opinions will not address the state, local or foreign income tax consequences of the distribution. You should consult your tax advisor about the particular state, local and foreign tax consequences of the distribution to you, which consequences may differ from those described in the section entitled “Material United States Federal Income Tax Consequences of the Distribution”.
How will I determine my tax basis in the Arcosa shares I receive in the distribution?	Assuming that the distribution is tax-free to Trinity stockholders, your tax basis in your Trinity common stock held by you immediately prior to the distribution will be allocated between your Trinity common stock and Arcosa common stock that you receive in the distribution (including any fractional share interest in Arcosa common stock for which cash is received) in proportion to the relative fair market values of each immediately following the distribution. Trinity will provide its stockholders with information to enable them to compute their tax basis in both Trinity and Arcosa shares. This information will be posted on Trinity’s website following the distribution date. You should consult your tax advisor about how this allocation will work in your situation, including a situation where you have purchased Trinity shares at different times or for different amounts, and regarding any particular consequences of the distribution to you.
	For a more detailed description, see the section entitled “Material United States Federal Income Tax Consequences of the Distribution”.
What will Arcosa’s relationship be with Trinity following the spin-off?	Following the completion of the spin-off, Trinity and Arcosa will be independent companies, and the relationship between Arcosa and Trinity will be governed by, among others, a separation and distribution agreement, a transition services agreement, a tax matters agreement, an intellectual property matters agreement and an employee matters agreement. These agreements will provide for the allocation between Arcosa and Trinity of Trinity’s and Arcosa’s assets, employees, liabilities and obligations (including employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Arcosa’s spin-off from Trinity. For additional information

12

	regarding these agreements, see the sections entitled “Risk Factors—Risks Related to the Spin-Off” and “Certain Relationships and Related Transactions”.
Will I have appraisal rights in connection with the distribution?	No. Holders of Trinity common stock are not entitled to appraisal rights in connection with the distribution.
Are there risks associated with owning Arcosa common stock?	Yes. Ownership of Arcosa common stock is subject to both general and specific risks relating to Arcosa’s businesses, the industry in which it operates, its ongoing contractual relationships with Trinity, and its status as a separate, publicly-traded company. Ownership of Arcosa common stock is also subject to risks relating to the spin-off, including that following the spin-off, Arcosa’s business will be less diversified than Trinity’s business prior to the spin-off. These risks are described in the “Risk Factors” section of this information statement. You are encouraged to read that section carefully.
Who will manage Arcosa after the spin-off?	Arcosa benefits from having in place a management team with an extensive background in the infrastructure-related business. Led by Antonio Carrillo, Arcosa’s President and Chief Executive Officer, Arcosa’s management team possesses deep knowledge of, and extensive experience in, its industries as well as governance, management, and administration of a publicly traded entity.
	For more information regarding Arcosa’s named executive officers and other members of its management team, see the section entitled “Management”.
Does Arcosa plan to pay dividends?	The timing, declaration, amount of, and payment of any dividends following the spin-off by Arcosa is within the discretion of its Board of Directors and will depend upon many factors, including Arcosa’s financial condition, earnings, capital requirements of its operating subsidiaries, covenants associated with certain of Arcosa’s planned debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by its Board of Directors. Moreover, if Arcosa determines to pay any dividend in the future, there can be no assurance that it will continue to pay such dividends or the amount of such dividends. See the section entitled “Dividend Policy”.
Will Arcosa incur any debt prior to or at the time of the distribution?	Information regarding Arcosa’s indebtedness following Arcosa’s spin-off from Trinity will be provided in subsequent amendments to this information statement. See the section entitled “Description of Indebtedness”.
Who will be the distribution agent, transfer agent, and registrar for the Arcosa common stock?	The distribution agent for Arcosa common stock will be [ • ]. The transfer agent and registrar for Arcosa common stock will be [ • ]. For questions relating to the transfer or mechanics of the stock distribution, you should contact:
	[ • ] [ • ] Tel: [ • ]

13

Where can I find more information about Trinity and Arcosa?	If you have any questions relating to Trinity, you should contact:
	Trinity Industries, Inc. Investor Relations 2525 N. Stemmons Freeway Dallas, Texas 75207-2401 Tel: 214-631-4420
	After the distribution, Arcosa stockholders who have any questions relating to Arcosa should contact Arcosa at:
	Arcosa, Inc. Investor Relations [ • ] Tel: [ • ]

14

SUMMARY OF THE SEPARATION AND DISTRIBUTION

Distributing company

Trinity Industries, Inc.

Distributed company

Arcosa, Inc.

We are a Delaware corporation and, prior to the spin-off, a wholly-owned subsidiary of Trinity. After completion of the separation and distribution, we will be an independent, publicly-traded company.

Distribution ratio

Each holder of Trinity common stock will receive [ • ] share(s) of Arcosa common stock for every one share of Trinity common stock held on [ • ], the record date. Cash will be distributed in lieu of fractional shares, as described in the section entitled “The Separation and Distribution—General Treatment of Fractional Shares of Common Stock”.

Distributed securities

Trinity will distribute all of the shares of Arcosa common stock owned by Trinity, which will be 100 percent of Arcosa’s common stock outstanding immediately prior to the distribution. Based on the approximately [ • ] million shares of Trinity common stock outstanding on [ • ], and applying the distribution ratio of [ • ] share(s) of Arcosa common stock for every one share of Trinity common stock, Trinity will distribute approximately [ • ] million shares of Arcosa common stock to Trinity stockholders who hold Trinity common stock as of the record date. The number of shares that Trinity will distribute to its stockholders will be reduced to the extent that cash payments are to be made in lieu of the issuance of fractional shares of Arcosa common stock, as described below.

Record date

The record date is expected to be the close of business on [ • ].

Distribution date

The distribution date is on or about [ • ].

Distribution

On the distribution date, Trinity, with the assistance of [ • ], the distribution agent, will electronically distribute shares of Arcosa common stock to your bank or brokerage firm on your behalf or through the systems of the DTC (if you hold the shares through a bank or brokerage firm that uses DTC) or to you in book-entry form. You will not be required to make any payment or surrender or exchange your shares of Trinity common stock or take any other action to receive your shares of Arcosa on the distribution date. Your bank or brokerage firm will credit your account for the shares of Arcosa common stock or the distribution agent will mail you a book-entry account statement that reflects your shares of Arcosa.

15

Conditions to the Distribution

The distribution of shares of our common stock by Trinity is subject to the satisfaction of the following conditions:

• The SEC will have declared effective the registration statement of which this information statement forms a part, and no stop order relating to the registration statement will be in effect.

• The NYSE, or a comparable public market, will have approved the listing of Arcosa common stock, subject to official notice of issuance.

• Trinity will have received a private letter ruling from the IRS, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code.

• Trinity will have received an opinion of each of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Trinity, and KPMG, tax advisor to Trinity, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code.

• All permits, registrations and consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of foreign jurisdictions in connection with the distribution will have been received.

• No order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, distribution or any of the related transactions will be in effect.

• The reorganization of the Trinity and Arcosa businesses prior to the separation and distribution will have been effectuated.

• No events or developments shall have occurred or exist that, in the sole and absolute judgment of the Trinity Board of Directors, make it inadvisable to effect the distribution or would result in the distribution and related transactions not being in the best interest of Trinity or its stockholders.

Trinity and Arcosa cannot assure you that any or all of these conditions will be met, and Trinity may also waive conditions to the distribution. Trinity may decline at any time to go forward with the distribution, whether or not the conditions are satisfied.

Stock exchange listing

We intend to apply to list our common stock on the NYSE, or a comparable public market, under the symbol “[ • ]”.

Distribution agent

[ • ]

Tax considerations

It is a condition to the completion of the distribution that Trinity receives (i) a private letter ruling from the IRS and (ii) an opinion of each of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Trinity, and KPMG, tax advisor to Trinity, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the

16

Code. Accordingly, and so long as the distribution so qualifies, for United States federal income tax purposes, no gain or loss will be recognized by you, and no amount will be included in your income, upon the receipt of shares of Arcosa common stock pursuant to the distribution. You will, however, recognize gain or loss for United States federal income tax purposes with respect to cash received in lieu of a fractional share of Arcosa common stock.

For more information regarding the potential United States federal income tax consequences to Arcosa, Trinity, and to you of the separation and distribution, see the section entitled “Material United States Federal Income Tax Consequences of the Distribution”.

Relationship between Trinity and Arcosa following the spin-off

Following the completion of the spin-off, Trinity and Arcosa will be independent companies, and the relationship between Arcosa and Trinity will be governed by, among others, a separation and distribution agreement, a transition services agreement, a tax matters agreement, an intellectual property matters agreement, and an employee matters agreement. These agreements will provide for the allocation between Arcosa and Trinity of Trinity’s and Arcosa’s assets, employees, liabilities, and obligations (including employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Arcosa’s spin-off from Trinity. For additional information regarding these agreements, see the sections entitled “Risk Factors—Risks Related to the Separation” and “Certain Relationships and Related Person Transactions”.

17

RISK FACTORS

You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this information statement. The risks and uncertainties described below are those that we have identified as material, but are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, geopolitical events, changes in laws or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters, or other disruptions of expected economic or business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity, and financial condition.

Risks Related to Arcosa’s Business

Many of the industries in which Arcosa operates are subject to global market volatility and economic cyclicality.

Instability in the global economy, negative conditions in the global credit markets, volatility in the industries that Arcosa’s products serve, fluctuations in commodity prices that Arcosa’s customers produce and transport, changes in legislative policy, adverse changes in the availability of raw materials and supplies or adverse changes in the financial condition of Arcosa’s customers could lead to a reduction in orders for Arcosa’s products and customers’ requests for deferred deliveries of Arcosa’s backlog orders. Additionally such events could result in Arcosa’s customers’ attempts to unilaterally cancel or terminate firm contracts or orders in whole or in part resulting in contract or purchase order breaches which could result in increased commercial litigation costs.

If volatile conditions in the global credit markets prevent Arcosa’s customers’ access to credit, product order volumes may decrease or customers may default on payments owed to Arcosa. Likewise, if Arcosa’s suppliers face challenges obtaining credit, selling their products to customers that require purchasing credit, or otherwise operating their businesses, the supply of materials Arcosa purchases from them to manufacture its products may be interrupted.

Periodic downturns in economic conditions usually have a significant adverse effect on cyclical industries in which Arcosa participates due to decreased demand for new and replacement products. Decreased demand could result in lower sales volumes, lower prices, and/or a decline in or loss of profits. The barge and wind energy industries in particular have previously experienced sharp cyclical downturns and at such times operated with a minimal backlog. While the business cycles of Arcosa’s different operations may not typically coincide, an economic downturn could affect disparate cycles contemporaneously.

Any of the foregoing market or industry conditions or events could result in reductions in Arcosa’s revenues, increased price competition or increased operating costs, which could adversely affect Arcosa’s business, cash flows, results of operations, and financial condition.

Arcosa operates in highly competitive industries. Arcosa may not be able to sustain its market leadership positions, which may impact its financial results.

Arcosa faces aggressive competition in all geographic markets and each industry sector in which it operates. In addition to price, Arcosa faces competition in respect to product performance and technological innovation, quality, reliability of delivery, customer service, and other factors. The effects of this competition, which is often intense, could reduce Arcosa’s revenues and operating profits, limit Arcosa’s ability to grow, increase pricing pressure on Arcosa’s products, and otherwise affect Arcosa’s financial results.

Equipment failures or extensive damage to Arcosa’s facilities, including as might occur as a result of natural disasters, could lead to production, delivery or service curtailments or shutdowns, loss of revenue or higher expenses.

Arcosa operates a substantial amount of equipment at Arcosa’s production facilities, several of which are situated in tornado and hurricane zones and on navigable waterways in the United States. An interruption in production capabilities or maintenance and repair capabilities at Arcosa’s facilities, as a result of equipment failure or acts of nature, including non-navigation orders resulting from excessive or low-water conditions issued from time to time by the United States Army Corps of Engineers on one or more United States rivers that serve Arcosa’s facilities, could reduce or prevent Arcosa’s production, delivery, service, or repair of Arcosa’s products and increase Arcosa’s costs and expenses. A halt of production at any of Arcosa’s manufacturing facilities could severely affect delivery times to Arcosa’s customers. While Arcosa maintains emergency response and business recovery plans that are intended to

18

allow Arcosa to recover from natural disasters that could disrupt Arcosa’s business, Arcosa cannot provide assurances that its plans would fully protect Arcosa from the effects of all such disasters. In addition, insurance may not adequately compensate Arcosa for any losses incurred as a result of natural or other disasters, which may adversely affect Arcosa’s financial condition. Any significant delay in deliveries not otherwise contractually mitigated by favorable force majeure or other provisions could result in cancellation of all or a portion of Arcosa’s orders, cause Arcosa to lose future sales, and negatively affect Arcosa’s reputation and Arcosa’s results of operations.

Arcosa depends on its key management employees, and Arcosa may not be able to retain their services in the future.

Arcosa’s success depends on the continued services of its executive team and key management employees, none of whom currently have an employment agreement with Arcosa. Although Trinity has historically been largely successful in retaining the services of Arcosa’s executives and key management, Arcosa may not be able to do so in the future. The loss of the services of one or more executives or key members of Arcosa’s management team could result in increased costs associated with attracting and retaining a replacement and could disrupt Arcosa’s operations and result in a loss of revenues.

A material disruption at one or more of Arcosa’s manufacturing facilities or in Arcosa’s supply chain could have a material adverse effect on us.

Arcosa owns and operates manufacturing facilities of various ages and levels of automated control and relies on a number of third parties as part of Arcosa’s supply chain, including for the efficient distribution of products to Arcosa’s customers. Any disruption at one of Arcosa’s manufacturing facilities or within Arcosa’s supply chain could prevent Arcosa from meeting demand or require Arcosa to incur unplanned capital expenditures. Older facilities are generally less energy-efficient and are at an increased risk of breakdown or equipment failure, resulting in unplanned downtime. Any unplanned downtime at Arcosa’s facilities may cause delays in meeting customer timelines, result in liquidated damages claims or cause Arcosa to lose or harm customer relationships.

Additionally, Arcosa requires specialized equipment to manufacture certain of its products, and if any of its manufacturing equipment fails, the time required to repair or replace this equipment could be lengthy, which could result in extended downtime at the affected facility. Any unplanned repair or replacement work can also be very expensive. Moreover, manufacturing facilities can unexpectedly stop operating because of events unrelated to Arcosa or beyond its control, including fires and other industrial accidents, floods and other severe weather events, natural disasters, environmental incidents or other catastrophes, utility and transportation infrastructure disruptions, shortages of raw materials, and acts of war or terrorism. Work stoppages, whether union-organized or not, can also disrupt operations at manufacturing facilities.

Furthermore, while Arcosa is generally responsible for delivering products to the customer, any shortages in trucking capacity, any increase in the cost thereof or any other disruption to the highway systems could limit Arcosa’s ability to deliver its products in a timely manner or at all. Any material disruption at one or more of Arcosa’s facilities or those of Arcosa’s customers or suppliers or otherwise within Arcosa’s supply chain, whether as a result of downtime, facility damage, an inability to deliver Arcosa’s products or otherwise, could prevent Arcosa from meeting demand, require Arcosa to incur unplanned capital expenditures or cause other material disruption to Arcosa’s operations, any of which could have a material adverse effect on Arcosa’s business, financial condition, and results of operations.

Delays in construction projects and any failure to manage Arcosa’s inventory could have a material adverse effect on us.

Many of Arcosa’s products are used in large-scale construction projects which generally require a significant amount of planning and preparation before construction commences. However, construction projects can be delayed and rescheduled for a number of reasons, including unanticipated soil conditions, adverse weather or flooding, changes in project priorities, financing issues, difficulties in complying with environmental and other government regulations or obtaining permits, and additional time required to acquire rights-of-way or property rights. These delays or rescheduling may occur with too little notice to allow Arcosa to replace those projects in Arcosa’s manufacturing schedules or to adjust production capacity accordingly, creating unplanned downtime, increasing costs and inefficiencies in Arcosa’s operations, and increased levels of obsolete inventory.

Additionally, Arcosa maintains an inventory of certain products that meet standard specifications and are ultimately purchased by a variety of end users. Arcosa forecasts demand for these products to ensure that it keeps sufficient

19

inventory levels of certain products that Arcosa expects to be in high demand and limit its inventory for which Arcosa does not expect much interest. However, Arcosa’s forecasts are not always accurate and unexpected changes in demand for these products, whether because of a change in preferences or otherwise, can lead to increased levels of obsolete inventory. Any delays in construction projects and Arcosa’s customers’ orders or any inability to manage Arcosa’s inventory could have a material adverse effect on Arcosa’s business, financial condition, and results of operations.

The seasonality of Arcosa’s business and its susceptibility to severe and prolonged periods of adverse weather and other conditions could have a material adverse effect on us.

Demand for Arcosa’s products in some markets is typically seasonal, with periods of snow or heavy rain negatively affecting construction activity. For example, sales of Arcosa’s products in Canada and the Northeast and Midwest regions of the United States are somewhat higher from spring through autumn when construction activity is greatest. Construction activity declines in these markets during the winter months in particular due to inclement weather, frozen ground, and fewer hours of daylight. Construction activity can also be affected in any period by adverse weather conditions such as hurricanes, severe storms, torrential rains and floods, natural disasters such as fires and earthquakes, and similar events, any of which could reduce demand for Arcosa’s products, push back existing orders to later dates or lead to cancellations.

Furthermore, Arcosa’s ability to deliver products on time or at all to Arcosa’s customers can be significantly impeded by such conditions and events, such as these described above. Public holidays and vacation periods constitute an additional factor that may exacerbate certain seasonality effects, as building projects or industrial manufacturing processes may temporarily cease. These conditions, particularly when unanticipated, can leave both equipment and personnel underutilized.

Additionally, the seasonal nature of Arcosa’s business has led to variation in Arcosa’s quarterly results in the past and may continue to do so in the future. This general seasonality of Arcosa’s business and any severe or prolonged adverse weather conditions or other similar events could have a material adverse effect on Arcosa’s business, financial condition, and results of operations.

Risks related to Arcosa’s operations outside of the United States, particularly Mexico, could decrease Arcosa’s profitability.

Arcosa’s operations outside of the United States are subject to the risks associated with cross-border business transactions and activities. Political, legal, trade, economic change or instability, criminal activities or social unrest could limit or curtail Arcosa’s respective foreign business activities and operations, including the ability to hire and retain employees. Violence in Mexico associated with drug trafficking is continuing. Arcosa has not, to date, been materially affected by any of these risks, but Arcosa cannot predict the likelihood of future effects from such risks or any resulting adverse impact on Arcosa’s business, results of operations or financial condition. Many items manufactured by Arcosa in Mexico are sold in the United States and the transportation and import of such products may be disrupted. Some foreign countries where Arcosa operates have regulatory authorities that regulate products sold or used in those countries. If Arcosa fails to comply with the applicable regulations within the foreign countries where Arcosa operates, Arcosa may be unable to market and sell its products in those countries. In addition, with respect to operations in Mexico and other foreign countries, unexpected changes in the political environment, laws, rules, and regulatory requirements; tariffs and other trade barriers, including regulatory initiatives for buying goods produced in America; more stringent or restrictive laws, rules and regulations relating to labor or the environment; adverse tax consequences; price exchange controls and restrictions or regulations affecting cross-border rail and vehicular traffic could limit operations affecting production throughput and making the manufacture and distribution of Arcosa’s products less timely or more difficult. Furthermore, any material change in the quotas, regulations or duties on imports imposed by the United States government and agencies or on exports by the government of Mexico or its agencies, could affect Arcosa’s ability to export products that Arcosa manufactures in Mexico. Because Arcosa has operations outside the United States, Arcosa could be adversely affected by final judgments of non-compliance with the United States Foreign Corrupt Practices Act of 1977 (“FCPA”) or import/export rules and regulations and similar anti-corruption, anti-bribery or import/export laws of other countries.

20

Potential expansion of our business may expose us to business, regulatory, political, operational, financial, and economic risks associated with doing business outside of the United States.

We may in the future expand our business and operations into jurisdictions outside of the United States in which we have limited operating experience, including with respect to seeking regulatory approvals, marketing or selling products. Our operations in these jurisdictions may be adversely affected by a number of factors, including: general economic conditions and economic and fiscal policy; financial risks, such as longer payment cycles, difficulty in collecting from international customers, the effect of local and regional financial crises and exposure to foreign currency exchange rate fluctuations and controls; multiple, conflicting and changing laws and regulations such as export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses; interest rates and taxation laws and policies; increased government regulation; social stability; and political, economic, or diplomatic developments. Certain jurisdictions have, from time to time, experienced instances of civil unrest and hostilities, both internally and with neighboring countries. Rioting, military activity, terrorist attacks, or armed hostilities could cause our operations in such jurisdictions to be adversely affected or suspended. We generally do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars.

In addition, anti-bribery and anti-corruption laws may conflict with some local customs and practices in foreign jurisdictions. Our operations in international jurisdictions may be adversely affected by regulatory and compliance risks that relate to maintaining accurate information and control over activities that may fall within the purview of the FCPA, including both its books and records provisions and its anti-bribery provisions. As a result of our policy to comply with the FCPA and similar anti-bribery laws, we may be at a competitive disadvantage to competitors that are not subject to, or do not comply with, such laws

Any of these factors could significantly harm our potential international expansion and operations and, consequently, our revenues, costs, results of operations, and financial condition.

Arcosa may incur increased costs due to fluctuations in interest rates and foreign currency exchange rates.

Arcosa is exposed to risks associated with fluctuations in interest rates and changes in foreign currency exchange rates. Under varying circumstances, Arcosa may seek to minimize these risks through the use of interest rate hedges and similar financial instruments and other activities, although these measures, if and when implemented, may not be effective. Any material and untimely changes in interest rates or exchange rates could result in significant losses to us.

Repercussions from terrorist activities or armed conflict could harm Arcosa’s business.

Terrorist activities, anti-terrorist efforts, and other armed conflict involving the United States or its interests abroad may adversely affect the United States and global economies, potentially preventing Arcosa from meeting its financial and other obligations. In particular, the negative impacts of these events may affect the industries in which Arcosa operates. This could result in delays in or cancellations of the purchase of Arcosa’s products or shortages in raw materials, parts or components. Any of these occurrences could have a material adverse impact on Arcosa’s operating results, revenues, costs, and financial condition.

Arcosa could potentially fail to successfully integrate new businesses or products into its current business.

Arcosa expects to routinely engage in the search for growth opportunities, including assessment of merger and acquisition prospects in new markets and/or products. Any merger or acquisition into which Arcosa enters is subject to integration into Arcosa’s businesses and culture. If such integration is unsuccessful to any material degree, such lack of success could result in unexpected claims or otherwise have a material adverse effect on Arcosa’s business, operations or financial condition.

Arcosa’s access to capital may be limited or unavailable due to deterioration of conditions in the global capital markets and/or weakening of macroeconomic conditions.

In general, Arcosa will rely in large part upon banks and capital markets to fund its growth strategy. These markets can experience high levels of volatility and access to capital can be constrained for extended periods of time. In addition to conditions in the capital markets, a number of other factors could cause Arcosa to incur increased borrowing costs and have greater difficulty accessing public and private markets for both secured and unsecured debt,

21

which factors include Arcosa’s financial performance. If Arcosa is unable to secure financing on acceptable terms, Arcosa’s other sources of funds, including available cash, bank facilities, and cash flow from operations may not be adequate to fund its operations and contractual commitments and refinance existing debt.

Fluctuations in the price and supply of raw materials and parts and components used in the production of Arcosa’s products could have a material adverse effect on its ability to cost-effectively manufacture and sell Arcosa’s products. In some instances, Arcosa relies on a limited number of suppliers for certain raw materials, parts and components needed in its production.

A significant portion of Arcosa’s business depends on the adequate supply of numerous specialty and other parts and components at competitive prices such as flanges for the structural wind towers business. Arcosa’s manufacturing operations partially depend on Arcosa’s ability to obtain timely deliveries of raw materials, parts, and components in acceptable quantities and quality from Arcosa’s suppliers. Certain raw materials, parts, and components for Arcosa’s products are currently available from a limited number of suppliers and, as a result, Arcosa may have limited control over pricing, availability, and delivery schedules. If Arcosa is unable to purchase a sufficient quantity of raw materials, parts, and components on a timely basis, Arcosa could face disruptions in its production and incur delays while Arcosa attempts to engage alternative suppliers. Fewer suppliers could result from unimproved or worsening economic or commercial conditions, potentially increasing Arcosa’s rejections for poor quality and requiring Arcosa to source unknown and distant supply alternatives. Any such disruption or conditions could harm Arcosa’s business and adversely impact Arcosa’s results of operations.

The principal material used in Arcosa’s manufacturing segments is steel. Market steel prices may exhibit periods of volatility. Steel prices may experience further volatility as a result of scrap surcharges assessed by steel mills, tariffs, and other market factors. Arcosa often uses contract-specific purchasing practices, supplier commitments, contractual price escalation provisions, and other arrangements with Arcosa’s customers to mitigate the effect of this volatility on Arcosa’s operating profits for the year. To the extent that Arcosa does not have such arrangements in place, a change in steel prices could materially lower Arcosa’s profitability. In addition, meeting production demands is dependent on Arcosa’s ability to obtain a sufficient amount of steel. An unanticipated interruption in Arcosa’s supply chain could have an adverse impact on both Arcosa’s margins and production schedules.

Reductions in the availability of energy supplies or an increase in energy costs may increase Arcosa’s operating costs.

Arcosa uses various gases, including natural gas, at Arcosa’s manufacturing facilities and uses diesel fuel in vehicles to transport Arcosa’s products to customers and to operate its plant equipment. An outbreak or escalation of hostilities between the United States and any foreign power and, in particular, prolonged conflicts could result in a real or perceived shortage of petroleum and/or natural gas, which could result in an increase in the cost of natural gas or energy in general. Extreme weather conditions and natural occurrences such as hurricanes, tornadoes, and floods could result in varying states of disaster and a real or perceived shortage of petroleum and/or natural gas, including rationing thereof, potentially resulting in an increase in natural gas prices or general energy costs. Speculative trading in energy futures in the world markets could also result in an increase in natural gas and general energy cost. Future limitations on the availability (including limitations imposed by increased regulation or restrictions on rail, road, and pipeline transportation of energy supplies) or consumption of petroleum products and/or an increase in energy costs, particularly natural gas for plant operations and diesel fuel for vehicles and plant equipment, could have an adverse effect upon our ability to conduct Arcosa’s business cost effectively.

Shortages of skilled labor could adversely impact Arcosa’s operations.

Arcosa depends on skilled labor in the manufacture, maintenance, and repair of Arcosa’s products. Some of Arcosa’s facilities are located in areas where demand for skilled laborers may exceed supply. Shortages of some types of skilled laborers, such as welders, could restrict Arcosa’s ability to maintain or increase production rates and could increase Arcosa’s labor costs.

Some of Arcosa’s employees belong to labor unions and strikes or work stoppages could adversely affect Arcosa’s operations.

Arcosa is a party to collective bargaining agreements with various labor unions at some of Arcosa’s operations in the United States and all of Arcosa’s operations in Mexico. Disputes with regard to the terms of these agreements or Arcosa’s potential inability to negotiate acceptable contracts with these unions in the future could result in, among

22

other things, strikes, work stoppages, or other slowdowns by the affected workers. Arcosa cannot be assured that its relations with its workforce will remain positive or that union organizers will not be successful in future attempts to organize at some of Arcosa’s facilities. If Arcosa’s workers were to engage in a strike, work stoppage, or other slowdown or other employees were to become unionized or the terms and conditions in future labor agreements were renegotiated, Arcosa could experience a significant disruption of its operations and higher ongoing labor costs. In addition, Arcosa could face higher labor costs in the future as a result of severance or other charges associated with lay-offs, shutdowns or reductions in the size and scope of its operations or difficulties of restarting Arcosa’s operations that have been temporarily shuttered.

Our business is subject to significant regulatory compliance burdens.

We are subject to various governmental regulations related to occupational safety and health, labor, and business practices. Failure to comply with current or future regulations could result in the imposition of substantial fines, suspension of production, alterations of our production processes, cessation of operations, or other actions which could harm our business.

Although we believe that we are in material compliance with all applicable regulations material to our business operations, amendments to existing statutes and regulations or adoption of new statutes and regulations could require us to continually alter our methods of operation and/or discontinue the sale of certain of our products resulting in costs to us that could be substantial. We may not be able, for financial or other reasons, to comply with applicable laws, rules, regulations, and permit requirements. Our failure to comply with applicable laws, rules or regulations or permit requirements could subject us to civil remedies, including substantial fines, penalties, and injunctions, as well as possible criminal sanctions, which would, if of significant magnitude, materially adversely impact our operations and future financial condition.

Violations of or changes in the regulatory requirements applicable to the industries in which Arcosa operates may increase Arcosa’s operating costs.

Arcosa’s inland barge operations are subject to regulation including, but not limited to, by the United States Coast Guard; the United States National Transportation Safety Board; the United States Customs Service; the Maritime Administration of the United States Department of Transportation and private industry organizations such as the American Bureau of Shipping. These organizations establish safety criteria, investigate vessel accidents, and recommend improved safety standards.

Arcosa’s Construction Products Group is subject to regulation by the United States Occupational Safety and Health Administration (“OSHA”), the United States Mine Safety and Health Administration (“MSHA”), and various state agencies.

Arcosa’s storage and distribution containers are subject to the regulations by the United States Pipeline and Hazardous Materials Safety Administration (“PHMSA”) and the United States Federal Motor Carrier Safety Administration (“FMCSA”), both of which are part of the United States Department of Transportation (“USDOT”). These agencies promulgate and enforce rules and regulations pertaining, in part, to the manufacture of containers that are used in the storage, transportation and transport arrangement, and distribution of regulated and non-regulated substances.

Arcosa’s operations are also subject to regulation of health and safety matters by OSHA and MSHA. Arcosa believes it employs appropriate precautions to protect its employees and others from workplace injuries and harmful exposure to materials handled and managed at Arcosa’s facilities.

Future regulatory changes or the determination that Arcosa’s products or processes are not in compliance with applicable requirements, rules, regulations, specifications, standards or product testing criteria might result in additional operating expenses, administrative fines or penalties, product recalls or loss of business that could have a material adverse effect on Arcosa’s financial condition and operations.

Arcosa is subject to health and safety laws and regulations and any failure to comply with any current or future laws or regulations could have a material adverse effect on us.

Manufacturing and construction sites are inherently dangerous workplaces. Arcosa’s manufacturing sites often put Arcosa’s employees and others in close proximity with large pieces of mechanized equipment, moving vehicles, chemical and manufacturing processes, heavy products and other items, and highly regulated materials. As a result,

23

Arcosa is subject to a variety of health and safety laws and regulations dealing with occupational health and safety. Unsafe work sites have the potential to increase employee turnover and raise Arcosa’s operating costs. Arcosa’s safety record can also impact Arcosa’s reputation. Arcosa maintains functional groups whose primary purpose is to ensure Arcosa implements effective work procedures throughout Arcosa’s organization and take other steps to ensure the health and safety of Arcosa’s work force, but there can be no assurances these measures will be successful in preventing injuries or violations of health and safety laws and regulations. Any failure to maintain safe work sites or violations of applicable law could expose Arcosa to significant financial losses and reputational harm, as well as civil and criminal liabilities, any of which could have a material adverse effect on Arcosa’s business, financial condition, and results of operations.

Employment related lawsuits could be brought against us for improper termination of employment, sexual harassment, hostile work environment and other claims. These lawsuits could be expensive, time consuming, and result in substantial damages to us and increases in our insurance rates.

If Arcosa terminates someone’s employment for improper reasons, fails to provide an appropriate work environment, or it is alleged that we did so, Arcosa may become subject to substantial and costly litigation by its former and current employees. Such claims could divert management’s attention from Arcosa’s core business, be expensive to defend, and result in sizable damage awards against Arcosa. Arcosa’s current insurance coverage may not apply or may not be sufficient to cover these claims and the coverage Arcosa has is subject to deductibles for which we are responsible. Moreover, in the future, Arcosa may not be able to obtain insurance in amount or scope sufficient to provide it with adequate coverage against potential liabilities. Any employment related claims brought against Arcosa, with or without merit, could increase employment law insurance rates or prevent Arcosa from securing continuing coverage, could harm Arcosa’s reputation in the industry and reduce product sales. Arcosa would need to pay any losses in excess of insurance coverage out of cash reserves, harming Arcosa’s financial condition and adversely affecting operating results.

Arcosa has potential exposure to environmental liabilities that may increase costs and lower profitability.

Arcosa is subject to comprehensive federal, state, local, and foreign environmental laws and regulations relating to: (i) the release or discharge of regulated materials into the environment at Arcosa’s facilities or with respect to Arcosa’s products while in operation; (ii) the management, use, processing, handling, storage, transport and transport arrangement, and disposal of hazardous and non-hazardous waste, substances and materials, and (iii) other activities relating to the protection of human health and the environment. Such laws and regulations expose Arcosa to liability for its own acts and in certain instances potentially expose Arcosa to liability for the acts of others. These laws and regulations also may impose liability on Arcosa currently under circumstances where at the time of the action taken, Arcosa’s acts or those of others complied with then applicable laws and regulations. In addition, such laws may require significant expenditures to achieve compliance, and are frequently modified or revised to impose new obligations. Civil and criminal fines and penalties may be imposed for non-compliance with these environmental laws and regulations. Arcosa’s operations involving hazardous materials also raise potential risks of liability under common law.

Environmental operating permits are, or may be, required for Arcosa’s operations under these laws and regulations. These operating permits are subject to modification, renewal, and revocation. Although Arcosa regularly monitors and reviews its operations, procedures, and policies for compliance with Arcosa’s operating permits and related laws and regulations, the risk of environmental liability is inherent in the operation of Arcosa’s businesses, as it is with other companies operating under environmental permits.

However, future events, such as changes in, or modified interpretations of, existing environmental laws and regulations or enforcement policies, or further investigation or evaluation of the potential health hazards associated with the manufacture of Arcosa’s products and related business activities and properties, may give rise to additional compliance and other costs that could have a material adverse effect on Arcosa’s financial condition and operations.

In addition to environmental laws, the transportation of commodities by rail, barge, or container raises potential risks in the event of an accident that results in the release of an environmentally sensitive substance. Generally, liability under existing laws for an accident depends upon causation analysis and the acts, errors, or omissions, if any, of a party involved in the transportation activity, including, but not limited to, the shipper, the buyer, and the seller of the substances being transported, or the manufacturer of the barge, container, or its components. Additionally, the severity of injury or property damage arising from an incident may influence the causation responsibility analysis, exposing

24

Arcosa to potentially greater liability. Under certain circumstances, strict liability concepts may apply and if Arcosa is found liable in any such incident, it could have a material adverse effect on Arcosa’s financial condition, business and operations.

Responding to claims relating to improper handling, transport, storage or disposal of hazardous materials could be time consuming and costly.

We use controlled hazardous materials in our business and generate wastes that are regulated as hazardous wastes under United States federal, state, and local environmental laws and under equivalent provisions of law in those and other jurisdictions in which our manufacturing facilities are located. Our use of these substances and materials is subject to stringent, and periodically changing, regulation that can impose costly compliance obligations on us and have the potential to adversely affect our manufacturing activities. We are also subject to potential liability for claims alleging property damage and personal and bodily injury or death arising from the use of or exposure to our products, especially in connection with products we manufacture that our customers use to transport or store hazardous, flammable, toxic, or explosive materials.

The risk of accidental contamination or injury from these materials cannot be completely eliminated. If an accident with these substances occurs, we could be held liable for any damages that result, as well as incurring clean-up costs and liabilities, which can be substantial. Additionally, an accident could damage our facilities, resulting in delays and increased costs.

Our manufacturing plants or other facilities may have unknown environmental conditions that could be expensive and time-consuming to correct.

There can be no assurance that we will not encounter hazardous environmental conditions at any of our manufacturing plants or other facilities that may require us to incur significant clean-up or correction costs. Upon encountering a hazardous environmental condition or receiving a notice of a hazardous environmental condition, we may be required to correct the condition. The presence of a hazardous environmental condition relating to any of our manufacturing plants or other facilities may require significant expenditures to correct the environmental condition.

Business, regulatory, and legal developments regarding climate change may affect the demand for Arcosa’s products or the ability of Arcosa’s critical suppliers to meet Arcosa’s needs.

Arcosa has followed the current debate over climate change in general, and the related science, policy discussion, and prospective legislation. Some scientific studies have suggested that emissions of certain gases, commonly referred to as greenhouse gases (“GHGs”) which include carbon dioxide and methane, may be contributing to warming of the Earth’s atmosphere and other climate changes. Additionally, Arcosa periodically reviews the potential challenges and opportunities for Arcosa that climate change policy and legislation may pose. However, any such challenges or opportunities are heavily dependent on the nature and degree of climate change legislation and the extent to which it applies to Arcosa’s industries.

Potential impacts of climate change include physical impacts, such as disruption in production and product distribution due to impacts from major storm events, shifts in regional weather patterns and intensities, and potential impacts from sea level changes. There is also a potential for climate change legislation and regulation that could adversely impact the cost of certain manufacturing inputs, including the cost of energy and electricity.

In response to an emerging scientific and political consensus, legislation and new rules to regulate emission of GHGs has been introduced in numerous state legislatures, the United States Congress and by the United States Environmental Protection Agency. Some of these proposals would require industries to meet stringent new standards that may require substantial reductions in carbon emissions. While Arcosa cannot assess the direct impact of these or other potential regulations, it does recognize that new climate change protocols could affect demand for its products and/or affect the price of materials, input factors and manufactured components. Potential opportunities could include greater demand for structural wind towers, while potential challenges could include decreased demand for certain types of products and higher energy costs. Other adverse consequences of climate change could include an increased frequency of severe weather events and rising sea levels that could affect operations at Arcosa’s manufacturing facilities as well as the price of insuring company assets or other unforeseen disruptions of Arcosa’s operations, systems, property, or equipment. Ultimately, when or if these impacts may occur cannot be assessed until scientific analysis and legislative policy are more developed and specific legislative proposals begin to take shape.

25

The impacts of climate change on our operations and the Company overall are highly uncertain and difficult to estimate. However, climate change legislation and regulation concerning greenhouse gases could have a material adverse effect on our future financial position, results of operations or cash flows.

Arcosa may be required to reduce the value of Arcosa’s long-lived assets, including intangible assets, and/or goodwill, which would weaken Arcosa’s financial results. Further, if the goodwill or intangible assets we have recorded in connection with acquisitions becomes impaired, it could have a material adverse impact on our financial condition, results of operations, shareholder’s equity, and/or share price.

Arcosa periodically evaluates for potential impairment the carrying values of Arcosa’s long-lived assets, including intangible assets, to be held and used. The carrying value of a long-lived asset to be held and used is considered impaired when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the asset is less than the carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced commensurate with the estimated cost to dispose of the assets. In addition, goodwill is required to be tested for impairment annually or on an interim basis whenever events or circumstances change indicating that the carrying amount of the goodwill might be impaired.

Certain noncash impairments may result from a change in our strategic goals, business direction, or other factors relating to the overall business environment. Any impairment of the value of goodwill or other intangible assets will result in a noncash charge against earnings, which could have a material adverse effect on our financial condition, results of operations, shareholder’s equity, and/or share price.

Changes in accounting policies or inaccurate estimates or assumptions in the application of accounting policies could adversely affect the reported value of Arcosa’s assets or liabilities and financial results.

Arcosa’s financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). The significant accounting policies, together with the other notes that follow, are an integral part of the financial statements. Some of these policies require the use of estimates and assumptions that may affect the reported value of Arcosa’s assets or liabilities and financial results and require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain. Accounting standard setters and those who interpret the accounting standards (such as the Financial Accounting Standards Board, the SEC, and Arcosa’s independent registered public accounting firm) may amend or even reverse their previous interpretations or positions on how these standards should be applied. These changes can be difficult to predict and can materially impact how Arcosa records and reports its financial condition and results of operations. In some cases, Arcosa could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements. For a further discussion of some of Arcosa’s critical accounting policies and standards and recent accounting changes, see Critical Accounting Policies and Estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations, Note 3 “Summary of Significant Accounting Policies” of the Notes to Audited Annual Combined Financial Statements, and Note 1 “Summary of Significant Accounting Policies” of the Notes to Unaudited Interim Combined Financial Statements.

From time to time Arcosa may take tax positions that the Internal Revenue Service or other taxing jurisdictions may contest.

The subsidiaries and businesses of Trinity that will comprise Arcosa have in the past and Arcosa may in the future take tax positions that the Internal Revenue Service or other taxing jurisdictions may challenge. Arcosa is required to disclose to the IRS as part of Arcosa’s tax returns particular tax positions in which Arcosa has a reasonable basis for the position but not a “more likely than not” chance of prevailing. If the IRS successfully contests a tax position that Arcosa takes, Arcosa may be required to pay additional taxes or fines which may not have been previously accrued that may adversely affect its results of operations and financial position.

The limited number of customers for certain of Arcosa’s products, the variable purchase patterns of Arcosa’s customers in all of its segments, and the timing of completion, delivery, and customer acceptance of orders may cause Arcosa’s revenues and income from operations to vary substantially each quarter, potentially resulting in significant fluctuations in its quarterly results.

Some of the markets Arcosa serves have a limited number of customers. The volumes purchased by customers in each of Arcosa’s business segments vary from year to year, and not all customers make purchases every year. As a result, the order levels for Arcosa’s products have varied significantly from quarterly period to quarterly period in the past

26

and may continue to vary significantly in the future. Therefore, Arcosa’s results of operations in any particular quarterly period may also vary. As a result of these quarterly fluctuations, Arcosa believes that comparisons of its sales and operating results between quarterly periods may not be meaningful and should not be relied upon as indicators of future performance.

Some of Arcosa’s products are sold to contractors, distributors, installers, and rental companies who may misuse, abuse, improperly install or improperly or inadequately maintain or repair such products, thereby potentially exposing Arcosa to claims that could increase Arcosa’s costs and weaken Arcosa’s financial condition.

The products Arcosa manufactures are designed to work optimally when properly assembled, operated, installed, repaired, and maintained. When this does not occur, Arcosa may be subjected to claims or litigation associated with personal or bodily injuries or death and property damage.

Some of Arcosa’s customers place orders for Arcosa’s products (i) in reliance on their ability to utilize tax benefits or tax credits such as accelerated depreciation or the production tax credit for renewable energy or (ii) to utilize federal-aid programs that allow for purchase price reimbursement or other government funding or subsidies, any of which benefits, credits or programs could be discontinued or allowed to expire without extension thereby reducing demand for certain of Arcosa’s products.

There is no assurance that the United States government will reauthorize, modify, or otherwise not allow the expiration of tax benefits, tax credits, subsidies, or federal-aid programs that may include funding of the purchase or purchase price reimbursement of certain of Arcosa’s products. In instances where such benefits, credits, subsidies or programs are allowed to expire or are otherwise modified or discontinued, the demand for Arcosa’s products could decrease, thereby creating the potential for a material adverse effect on Arcosa’s financial condition or results of operations.

United States government actions relative to the federal budget, taxation policies, government expenditures, United States borrowing/debt ceiling limits, and trade policies could adversely affect Arcosa’s business and operating results.

Periods of impasse, deadlock, and last minute accords may continue to permeate many aspects of United States governance, including federal government budgeting and spending, taxation, United States deficit spending and debt ceiling adjustments, and international commerce. Such periods could negatively impact United States domestic and global financial markets, thereby reducing customer demand for Arcosa’s products and services and potentially result in reductions in Arcosa’s revenues, increased price competition, or increased operating costs, any of which could adversely affect Arcosa’s business, results of operations, and financial condition. Arcosa produces many of its products at its manufacturing facilities in Mexico. Arcosa’s business benefits from free trade agreements such as the North American Free Trade Agreement (“NAFTA”). NAFTA and future import taxes are currently under scrutiny by the current United States administration. On August 6, 2017, the United States Trade Representative opened the renegotiation of NAFTA with the governments of Canada and Mexico. The United States administration has indicated a willingness to exercise its right to withdraw from NAFTA after a six month notice period. If a preference for bi-lateral trade agreements emerges, then wholesale renegotiation of, or a United States withdrawal from, NAFTA could result and cause significant change or interruption to commercial transactions between the United States and Mexico that could adversely affect Arcosa’s business, financial condition, and results of operations.

Arcosa’s business is based in part on government-funded infrastructure projects and building activities, and any reductions or re-allocation of spending or related subsidies in these areas could have an adverse effect on us.

Certain of Arcosa’s businesses depend on government spending for infrastructure and other similar building activities. As a result, demand for some of Arcosa’s products is influenced by United States federal government fiscal policies and tax incentives and other subsidies. Projects in which Arcosa participates may be funded directly by governments or privately-funded, but are otherwise tied to or impacted by government policies and spending measures.

Government infrastructure spending and governmental policies with respect thereto depend primarily on the availability of public funds, which is influenced by many factors, including governmental budgets; public debt levels; interest rates; existing and anticipated and actual federal, state, provincial, and local tax revenues; government leadership; and the general political climate, as well as other general macroeconomic and political factors. In addition, United States federal government funds may only be available based on states’ willingness to provide

27

matching funding. Government spending is often approved only on a short-term basis and some of the projects in which Arcosa’s products are used require longer-term funding commitments. If government funding is not approved or funding is lowered as a result of poor economic conditions, lower than expected revenues, competing spending priorities or other factors, it could limit infrastructure projects available, increase competition for projects, result in excess inventory, and decrease sales, all of which could adversely affect the profitability of Arcosa’s business.

Additionally, certain regions or states may require or possess the means to finance only a limited number of large infrastructure projects and periods of high demand may be followed by years of little to no activity. There can be no assurances that governments will sustain or increase current infrastructure spending and tax incentive and other subsidy levels, and any reductions thereto or delays therein could affect Arcosa’s business, financial condition, and results of operations.

Litigated disputes and other claims could increase Arcosa’s costs and weaken Arcosa’s financial condition.

Arcosa is currently, and may from time to time be, involved in various claims or legal proceedings arising out of Arcosa’s operations. Adverse judgments and outcomes in some or all of these matters could result in significant losses and costs that could weaken Arcosa’s financial condition. Although Arcosa maintains reserves for its reasonably estimable liability, Arcosa’s reserves may be inadequate to cover its portion of claims or final judgments after taking into consideration rights in indemnity and recourse under insurance policies or to third parties as a result of which there could be a material adverse effect on Arcosa’s business, operations, or financial condition.

While state and federal procedural rules exist to curtail the filing of claims against Arcosa in jurisdictions unrelated to the underlying claims, courts sometime may not enforce these rules, exposing Arcosa to a greater likelihood of unfavorable results and increased litigation costs. Whenever Arcosa’s products are sold to or ultimately owned and/or operated by governments or their authorized agencies, Arcosa may be unable to seek redress or recourse to at-fault parties. When litigation arising from the installation, maintenance, replacement or use of Arcosa’s products is filed against Arcosa, recourse to such governments or authorized agencies may be subject to sovereign immunity or related defenses thereby exposing Arcosa to risk of liability and increased costs irrespective of fault.

Arcosa’s manufacturer’s warranties expose Arcosa to product replacement and repair claims.

Depending on the product, Arcosa warrants its workmanship and certain materials (including surface coatings), parts, and components pursuant to express limited contractual warranties. Arcosa may be subject to significant warranty claims in the future such as multiple claims based on one defect repeated throughout Arcosa’s production process or claims for which the cost of repairing or replacing the defective part, component, or material is highly disproportionate to the original price. These types of warranty claims could result in significant costs associated with product recalls or product repair or replacement, and damage to Arcosa’s reputation.

Defects in materials and workmanship could harm our reputation, expose us to product warranty or other liability claims, decrease demand for products, or materially harm existing or prospective customer relationships.

There is an inherent risk in manufacturing technically advanced products. We may experience issues in the field related to manufacturing defects and are exposed to warranty and product liability claims, with or without merit, that may require costly repairs or replacement and may include cost related to disassembly of our products and transportation of the products from the field to our facilities and returning the products to the customer, a change in our manufacturing processes or recall of previously manufactured products, which could result in significant expense and materially harm our existing or prospective customer relationships. Any of the foregoing could materially harm our business, operating results, and financial condition.

Increasing insurance claims and expenses could lower profitability and increase business risk.

Arcosa is subject to potential liability for claims alleging property damage and personal and bodily injury or death arising from the use of or exposure to Arcosa’s products, especially in connection with products Arcosa manufactures that Arcosa’s customers use to transport hazardous, flammable, toxic, or explosive materials. As policies expire, premiums for renewed or new coverage may further increase and/or require that Arcosa increase its self-insured retention or deductibles. Arcosa maintains primary coverage and excess coverage policies. If the number of claims or the dollar amounts of any such claims rise in any policy year, Arcosa could suffer additional costs associated with accessing its excess coverage policies. Also, an increase in the loss amounts attributable to such claims could expose Arcosa to uninsured damages if Arcosa were unable or elected not to insure against certain claims because of high

28

premiums or other reasons. While Arcosa’s liability insurance coverage is at or above levels based on commercial norms in Arcosa’s industries, an unusually large liability claim or a string of claims coupled with an unusually large damage award could exceed Arcosa’s available insurance coverage. In addition, the availability of, and Arcosa’s ability to collect on, insurance coverage is often subject to factors beyond Arcosa’s control, including positions on policy coverage taken by insurers. If any of Arcosa’s third-party insurers fail, cancel or refuse coverage or otherwise are unable to provide Arcosa with adequate insurance coverage, then Arcosa’s risk exposure and Arcosa’s operational expenses may increase and the management of its business operations would be disrupted. Moreover, any accident or incident involving Arcosa’s industries in general or Arcosa or Arcosa’s products specifically, even if Arcosa is fully insured, contractually indemnified, or not held to be liable, could negatively affect Arcosa’s reputation among customers and the public, thereby making it more difficult for Arcosa to compete effectively, and could significantly affect the cost and availability of insurance in the future.

Arcosa’s inability to produce and disseminate relevant and/or reliable data and information pertaining to Arcosa’s business in an efficient, cost-effective, secure, and well-controlled fashion may have significant negative impacts on confidentiality requirements and obligations and trade secret or other proprietary needs and expectations and, therefore, Arcosa’s future operations, profitability and competitive position.

Arcosa relies on information technology infrastructure and architecture, including hardware, network including the cloud, software, people, and processes to provide useful and confidential information to conduct Arcosa’s business in the ordinary course, including correspondence and commercial data and information interchange with customers, suppliers, legal counsel, governmental agencies, and consultants and to support assessments and conclusions about future plans and initiatives pertaining to market demands, operating performance, and competitive positioning. In addition, any material failure, interruption of service, compromised data security, or cybersecurity threat could adversely affect Arcosa’s relations with suppliers and customers, place Arcosa in violation of confidentiality and data protection laws, rules, and regulations, and result in negative impacts to Arcosa’s market share, operations, and profitability. Security breaches in Arcosa’s information technology could result in theft, destruction, loss, misappropriation, or release of confidential data, trade secrets, or other proprietary or intellectual property that could adversely impact Arcosa’s future results.

Cybersecurity incidents could disrupt our business and result in the compromise of confidential information.

Our business is at risk from and may be impacted by information security incidents, including attempts to gain unauthorized access to our confidential data, ransomware, malware, and other electronic security events. Such incidents can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. They can also result from internal compromises, such as human error, or malicious acts. While we employ a number of measures to prevent, detect, and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber event. Cybersecurity incidents could disrupt our business and compromise confidential information of ours and third parties.

The use of social and other digital media (including websites, blogs, and newsletters) to disseminate false, misleading, and/or unreliable or inaccurate data and information about Arcosa could create unwarranted volatility in Arcosa’s stock price and losses to Arcosa’s stockholders and could adversely affect Arcosa’s reputation, products, business, and operating results.

The number of people relying on social and other digital media to receive news, data, and information is increasing. Social and other digital media can be used by anyone to publish data and information without regard for factual accuracy. The use of social and other digital media to publish inaccurate, offensive, and disparaging data and information coupled with the increasingly frequent use of strong language and hostile expression, may exacerbate the public’s inability to distinguish between what is factual and what is false and could obstruct an effective and timely response to correct inaccuracies or falsehoods. Such use of social and other digital media could result in unexpected and unsubstantiated claims concerning Arcosa in general or Arcosa’s products, Arcosa’s leadership, or Arcosa’s reputation among customers and the public at large, thereby making it more difficult for Arcosa to compete effectively, and potentially having a material adverse effect on Arcosa’s business, operations, or financial condition.

Arcosa’s inability to sufficiently protect Arcosa’s intellectual property rights could adversely affect Arcosa’s business.

Arcosa’s patents, copyrights, trademarks, trade secrets, and other intellectual property rights are important to Arcosa’s success. Arcosa relies on patent, copyright, and trademark law, and trade secret protection and confidentiality and/or license agreements with others to protect Arcosa’s intellectual property rights. Arcosa’s trademarks, service marks,

29

copyrights, patents and trade secrets may be exposed to market confusion, commercial abuse, infringement, or misappropriation and possibly challenged, invalidated, circumvented, narrowed, or declared unenforceable by countries where Arcosa’s products and services are made available, including countries where the laws may not protect Arcosa’s intellectual property rights as fully as in the United States. Such instances could negatively impact Arcosa’s competitive position and adversely affect Arcosa’s business. Additionally, Arcosa could be required to incur significant expenses to protect its intellectual property rights.

Risks Related to the Spin-Off

Arcosa may not achieve some or all of the expected benefits of the spin-off, and the spin-off may adversely affect Arcosa’s business.

Arcosa may not be able to achieve the full strategic and financial benefits expected to result from the spin-off, or such benefits may be delayed or not occur at all. The spin-off is expected to provide the following benefits, among others:

• allow each company to more effectively pursue its own distinct operating priorities and strategies, enable the management of both companies to pursue separate opportunities for long-term growth and profitability and to recruit, retain and motivate employees pursuant to compensation policies which are appropriate for their respective lines of business;

• permit each company to concentrate its financial resources solely on its own operations, providing greater flexibility to invest capital in its business in a time and manner appropriate for its distinct strategy and business needs; and

• enable investors to evaluate the merits, performance, and future prospects of each company’s businesses and to invest in each company separately based on these distinct characteristics.

Arcosa may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (a) the spin-off will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing Arcosa’s business; (b) following the spin-off, Arcosa’s stock price may be more susceptible to market fluctuations and other events particular to one or more of Arcosa’s products than if it were still a part of Trinity and (c) following the spin-off, Arcosa’s operational and financial profile will change such that Arcosa’s diversification of revenue sources will diminish, and Arcosa’s results of operations, cash flows, working capital, and financing requirements may be subject to increased volatility than prior to the spin-off. Additionally, Arcosa may experience unanticipated competitive developments, including changes in the conditions of Arcosa’s infrastructure-related businesses’ markets that could negate the expected benefits from the spin-off. If Arcosa does not realize some or all of the benefits expected to result from the spin-off, or if such benefits are delayed, the business, financial condition, results of operations, and cash flows of Arcosa could be adversely affected.

Arcosa has no history operating as an independent, publicly-traded company, and Arcosa’s historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly-traded company and therefore may not be a reliable indicator of its future results.

Arcosa is being spun-off from Trinity, its parent company, and has no operating history as an independent, publicly-traded company. The historical information about Arcosa in this information statement refers to Arcosa’s business as part of Trinity. Arcosa’s historical and pro forma financial information included in this information statement is derived from the combined financial statements and accounting records of Trinity. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations, or cash flows that Arcosa would have achieved as a separate, publicly-traded company during the periods presented or those that Arcosa will achieve in the future primarily as a result of the factors described below:

• Arcosa will need to make significant investments to replicate or outsource certain systems, infrastructure and functional expertise after its spin-off from Trinity. These initiatives to develop Arcosa’s independent ability to operate without access to Trinity’s existing operational and administrative infrastructure will be costly to implement. Arcosa may not be able to operate its business efficiently or at comparable costs, and its profitability may decline; and

30

• Arcosa has relied upon Trinity for working capital requirements and other cash requirements, including in connection with Arcosa’s previous acquisitions. Subsequent to the spin-off, Trinity will not be providing Arcosa with funds to finance Arcosa’s working capital or other cash requirements. After the spin-off, Arcosa’s access to and cost of debt financing may be different from the historical access to and cost of debt financing under Trinity. Differences in access to and cost of debt financing may result in differences in the interest rate charged to Arcosa on financings, as well as the amounts of indebtedness, types of financing structures, and debt markets that may be available to Arcosa, which could have an adverse effect on Arcosa’s business, financial condition, results of operations, and cash flows.

For additional information about the past financial performance of Arcosa’s business and the basis of presentation of the historical combined financial statements and the unaudited pro forma combined financial statements of Arcosa’s business, see the sections entitled “Unaudited Pro Forma Combined Financial Statements,” “Selected Historical Combined Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the Audited Annual Combined Financial Statements and accompanying Notes, and the Unaudited Interim Combined Financial Statements and accompanying Notes included elsewhere in this information statement.

Trinity may fail to perform under various transaction agreements that will be executed as part of the spin-off or Arcosa may fail to have necessary systems and services in place when Trinity is no longer obligated to provide services under the various agreements.

Arcosa and Trinity will enter into certain agreements, such as the separation and distribution agreement, a transition services agreement, and those other agreements discussed in greater detail in the section entitled “Certain Relationships and Related Person Transactions—Agreements with Trinity,” which may provide for the performance by each company for the benefit of the other for a period of time after the spin-off. If Trinity is unable to satisfy its obligations under these agreements, including its indemnification obligations, Arcosa could incur operational difficulties or losses.

If Arcosa does not have in place its own systems and services, and does not have agreements with other providers of these services when the transitional or other agreements terminate, or if Arcosa does not implement the new systems or replace Trinity’s services successfully, Arcosa may not be able to operate its business effectively, which could disrupt its business and have a material adverse effect on its business, financial condition, and results of operations. These systems and services may also be more expensive to install, implement and operate, or less efficient than the systems and services Trinity is expected to provide during the transition period.

Potential indemnification liabilities to Trinity pursuant to the separation and distribution agreement could materially and adversely affect Arcosa’s business, financial condition, results of operations, and cash flows.

The separation and distribution agreement, among other things, provides for indemnification obligations designed to make Arcosa financially responsible for certain liabilities that may exist relating to its business activities. If Arcosa is required to indemnify Trinity under the circumstances set forth in the separation and distribution agreement, Arcosa may be subject to substantial liabilities.

Arcosa may be subject to certain contingent liabilities of Trinity following the spin-off.

After the spin-off, there is the possibility that certain liabilities of Trinity could become Arcosa’s obligations. For example, under the Code and the related rules and regulations, each corporation that was a member of the Trinity United States consolidated group during a taxable period or portion of a taxable period ending on or before the effective time of the distribution is jointly and severally liable for the United States federal income tax liability of the entire Trinity United States consolidated group for that taxable period. Consequently, if Trinity is unable to pay the consolidated United States federal income tax liability for a prior period, Arcosa could be required to pay the entire amount of such tax which could be substantial and in excess of the amount allocated to it under the tax matters agreement between it and Trinity. For a discussion of the tax matters agreement, see the section entitled “Certain Relationships and Related Person Transactions—Agreements with Trinity—Tax Matters Agreement”. Other provisions of federal law establish similar liability for other matters, including laws governing tax-qualified pension plans as well as other contingent liabilities.

31

In connection with Arcosa’s spin-off from Trinity, Trinity will indemnify Arcosa for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure Arcosa against the full amount of such liabilities, or that Trinity’s ability to satisfy its indemnification obligation will not be impaired in the future.

Trinity will agree to indemnify Arcosa for certain pre-spin-off liabilities as discussed further in “Certain Relationships and Related Person Transactions—Agreements with Trinity”. However, third parties could also seek to hold Arcosa responsible for liabilities that Trinity has agreed to retain, and there can be no assurance that the indemnity from Trinity will be sufficient to protect Arcosa against the full amount of such liabilities, or that Trinity will be able to fully satisfy its indemnification obligations. In addition, Trinity’s insurers may attempt to deny coverage to Arcosa for liabilities associated with certain occurrences of indemnified liabilities prior to the spin-off.

If the distribution of shares of Arcosa, together with certain related transactions, does not qualify as a transaction that is generally tax-free for United States federal income tax purposes, you and Trinity could be subject to significant tax liability and, in certain circumstances, Arcosa could be required to indemnify Trinity for material taxes pursuant to indemnification obligations under the tax matters agreement.

It is a condition to the distribution of shares of Arcosa that Trinity receive (i) a private letter ruling from the IRS and (ii) an opinion of each of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Trinity, and KPMG, tax advisor to Trinity, substantially to the effect that, among other things, the distribution of shares of Arcosa, together with certain related transactions, will qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code. The IRS ruling and the tax opinions will rely on certain facts, assumptions, representations, and undertakings from Trinity and Arcosa, including those regarding the past and future conduct of the companies’ respective businesses and other matters, and the tax opinions will rely on the IRS ruling. Notwithstanding the IRS ruling and the tax opinions, the IRS could determine that the distribution or any such related transaction is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the tax opinions that are not covered by the IRS ruling. For more information regarding the IRS ruling and the tax opinions, see the section entitled “Material United States Federal Income Tax Consequences of the Distribution”.

If the distribution is determined to be taxable for United States federal income tax purposes, a stockholder of Trinity that has received shares of Arcosa common stock in the distribution would be treated as having received a distribution of property in an amount equal to the fair value of such Arcosa shares on the distribution date and could incur significant income tax liabilities. Such distribution would be taxable to such stockholder as a dividend to the extent of Trinity’s current and accumulated earnings and profits, including Trinity’s taxable gain, if any, on the distribution. Any amount that exceeded Trinity’s earnings and profits would be treated first as a non-taxable return of capital to the extent of such stockholder’s tax basis in its shares of Trinity stock, with any remaining amount being taxed as capital gain. Trinity would recognize a taxable gain in an amount equal to the excess, if any, of the fair market value of the shares of Arcosa common stock held by Trinity on the distribution date over Trinity’s tax basis in such shares.

Under the tax matters agreement between Trinity and Arcosa, Arcosa would generally be required to indemnify Trinity against any taxes imposed on Trinity that arise from the failure of the distribution to qualify as tax-free for United States federal income tax purposes within the meaning of Section 355 of the Code or the failure of certain related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to Arcosa’s stock, assets or business or any breach of Arcosa’s representations, covenants or obligations under the tax matters agreement (or any other agreement Arcosa enters into in connection with the separation and distribution), the materials submitted to the IRS in connection with the request for the IRS ruling or the representation letters provided by Arcosa in connection with the tax opinions. Events triggering an indemnification obligation under the tax matters agreement include events occurring after the distribution that cause Trinity to recognize a gain under Section 355(e) of the Code, described in the section entitled “Material United States Federal Income Tax Consequences of the Distribution”. Such tax amounts could be significant, and Arcosa’s obligations under the tax matters agreement will not be limited by amount or subject to any cap. For more information, see the section entitled “Certain Relationships and Related Person Transactions—Agreements with Trinity—Tax Matters Agreement”. If Arcosa is required to indemnify Trinity under the circumstances set forth above or otherwise under the tax matters agreement, Arcosa may be subject to substantial liabilities, which could materially adversely affect its financial position.

32

Arcosa may not be able to engage in certain corporate transactions after the spin-off.

To preserve the tax-free treatment to Trinity and its stockholders of the distribution and certain related transactions, under the tax matters agreement that Arcosa will enter into with Trinity, Arcosa will be restricted from taking any action following the distribution that prevents the distribution and related transactions from being tax-free for United States federal income tax purposes. Under the tax matters agreement, for the two-year period following the distribution, Arcosa will be prohibited, except in certain circumstances, from:

• entering into any transaction resulting in the acquisition of 40 percent or more of its stock or substantially all of its assets, whether by merger or otherwise;

• merging, consolidating, or liquidating;

• issuing equity securities beyond certain thresholds;

• repurchasing its capital stock unless certain condition are met; and

• ceasing to actively conduct its business.

These restrictions may limit Arcosa’s ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its stockholders or that might increase the value of its business. In addition, under the tax matters agreement, Arcosa will be required to indemnify Trinity against any such tax liabilities as a result of the acquisition of Arcosa’s stock or assets, even if Arcosa did not participate in or otherwise facilitate the acquisition. For more information, see the section entitled “Certain Relationships and Related Person Transactions—Agreements with Trinity—Tax Matters Agreement”.

The spin-off and related internal restructuring transactions may expose Arcosa to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

The spin-off could be challenged under various state and federal fraudulent conveyance laws. Fraudulent conveyances or transfers are generally defined to include transfers made or obligations incurred with the actual intent to hinder, delay, or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. An unpaid creditor or an entity acting on behalf of a creditor (including, without limitation, a trustee or debtor-in-possession in a bankruptcy by Trinity or Arcosa or any of their respective subsidiaries) may bring a lawsuit alleging that the spin-off or any of the related transactions constituted a constructive fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including, without limitation, voiding the distribution and returning Arcosa’s assets or Arcosa’s shares and subject Trinity and/or Arcosa to liability.

The distribution of Arcosa common stock is also subject to state corporate distribution statutes. Under Delaware General Corporation Law (“DGCL”), a corporation may only pay dividends to its stockholders either (i) out of its surplus (net assets minus capital) or (ii) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Although Trinity intends to make the distribution of Arcosa common stock entirely out of surplus, Arcosa or Trinity cannot ensure that a court would reach the same conclusion in determining the availability of surplus for the separation and the distribution to Trinity’s stockholders.

After the spin-off, certain of Arcosa’s executive officers and directors may have actual or potential conflicts of interest because of their previous positions at Trinity.

Because of their current or former positions with Trinity, certain of Arcosa’s expected executive officers and directors own equity interests in Trinity. Following the spin-off, even though Arcosa’s Board of Directors will consist of a majority of directors who are independent, and Arcosa’s expected executive officers who are currently employees of Trinity will cease to be employees of Trinity upon the spin-off, some of Arcosa’s executive officers and directors will continue to have a financial interest in shares of Trinity common stock. Continuing ownership of shares of Trinity common stock and equity awards could create, or appear to create, potential conflicts of interest if Arcosa and Trinity pursue the same corporate opportunities or face decisions that could have different implications for Trinity and Arcosa.

33

Arcosa may have received better terms from unaffiliated third parties than the terms it will receive in its agreements with Trinity.

The agreements Arcosa will enter into with Trinity in connection with the spin-off, including the separation and distribution agreement, transition services agreement, tax matters agreement, intellectual property matters agreement, and employee matters agreement were prepared in the context of Arcosa’s spin-off from Trinity while Arcosa was still a wholly-owned subsidiary of Trinity. Accordingly, during the period in which the terms of those agreements were prepared, Arcosa did not have a board of directors or management team that was independent of Trinity. While the parties believe the terms reflect arm’s-length terms, there can be no assurance that Arcosa would not have received better terms from unaffiliated third parties than the terms it will receive in its agreements with Trinity. For more information, see the section entitled “Certain Relationships and Related Person Transactions—Agreements with Trinity”.

Some contracts and other assets which will need to be transferred or assigned from Trinity or its affiliates to Arcosa in connection with Arcosa’s spin-off from Trinity may require the consent or involvement of a third party. If such consent is not given, Arcosa may not be entitled to the benefit of such contracts and other assets in the future, which could negatively impact Arcosa’s financial condition and future results of operations.

The separation and distribution agreement and various local transfer agreements provide that in connection with Arcosa’s spin-off from Trinity, a number of contracts with third-parties and other assets are to be transferred or assigned from Trinity or its affiliates to Arcosa. However, the transfer or assignment of certain of these contracts or assets may require providing guarantees or the consent of a third party to such a transfer or assignment. Similarly, in some circumstances, Arcosa and another business unit of Trinity are joint beneficiaries of contracts, and Arcosa will need to enter into a new agreement with the third-party to replicate the existing contract or assign the portion of the existing contract related to the Arcosa business. It is possible that some parties may use the requirement of a guarantee or consent or the fact that the spin-off is occurring to seek more favorable contractual terms from Arcosa or to seek to terminate the contract. If Arcosa is unable to provide a guarantee or obtain such consents on commercially reasonable and satisfactory terms or if the contracts are terminated, Arcosa may be unable to obtain some of the benefits, assets, and contractual commitments which are intended to be allocated to Arcosa as part of Arcosa’s spin-off from Trinity. The failure to timely complete the assignment of existing contracts or assets, or the negotiation of new arrangements, or a termination of any of those arrangements, could negatively impact Arcosa’s financial condition and future results of operations. In addition, where Arcosa does not intend to provide a guarantee or obtain consent from third party counterparties based on Arcosa’s belief that no guarantee or consent is required, the third party counterparties may challenge a transfer of assets on the basis that the terms of the applicable commercial arrangements require that a guarantee be provided or the third party counterparty’s consent. Arcosa may incur substantial litigation and other costs in connection with any such claims and, if Arcosa does not prevail, Arcosa’s ability to use these assets could be adversely impacted.

The degree to which Arcosa could incur indebtedness or could be leveraged following completion of the distribution may have a material adverse effect on Arcosa’s business, financial condition or results of operations and cash flows.

Arcosa has historically relied upon Trinity for working capital requirements and other cash requirements. After the distribution, Arcosa will not be able to rely on the earnings, assets or cash flow of Trinity and Trinity will not provide funds to finance Arcosa’s working capital or other cash requirements. As a result, after the distribution, Arcosa will be responsible for servicing its own debt and obtaining and maintaining sufficient working capital and other funds to satisfy its cash requirements. After the spin-off, Arcosa’s access to and cost of debt financing may be different from the historical access to and cost of debt financing under Trinity. Differences in access to and cost of debt financing may result in differences in the interest rate charged to Arcosa on financings, as well as the amounts of indebtedness, types of financing structures, and debt markets that may be available to Arcosa.

Arcosa’s ability to make payments on and to refinance any indebtedness, if applicable, will depend on Arcosa’s ability to generate cash in the future from operations, financings or asset sales. Arcosa’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond Arcosa’s control. If Arcosa is not able to repay or refinance its debt as it becomes due, Arcosa may be forced to sell assets or take other disadvantageous actions. In addition, Arcosa’s ability to withstand competitive pressures and to react to changes in Arcosa’s industry could be impaired. The lenders who hold such debt could also potentially accelerate amounts due, which could potentially trigger a default or acceleration of any of Arcosa’s other debt.

34

In addition, Arcosa may incur debt or raise additional capital following the distribution. If Arcosa’s cash flow from operations is less than it anticipates, or if Arcosa’s cash requirements are more than it expects, Arcosa may require more financing. However, debt or equity financing may not be available to Arcosa on terms acceptable to Arcosa, if at all. If Arcosa incurs additional debt or raises equity through the issuance of preferred stock, the terms of the debt or preferred stock issued may give the holders rights, preferences, and privileges senior to those of holders of Arcosa common stock, particularly in the event of liquidation. The terms of the debt may also impose additional and more stringent restrictions on Arcosa’s operations than it currently has. If Arcosa raises funds through the issuance of additional equity, your percentage ownership in Arcosa would be diluted. If Arcosa is unable to raise additional capital when needed, it could affect Arcosa’s financial condition, which could negatively affect your investment in Arcosa.

Following the spin-off, the value of your common stock in: (a) Trinity and (b) Arcosa may collectively trade at an aggregate price less than what Trinity’s common stock might trade at had the spin-off not occurred.

The common stock of: (a) Trinity and (b) Arcosa that you may hold following the spin-off may collectively trade at a value less than the price at which Trinity’s common stock might have traded had the spin-off not occurred. Reasons for this potential difference include the future performance of either Trinity or Arcosa as separate, independent companies, and the future stockholder base and market for Trinity’s common stock and those of Arcosa and the prices at which these shares individually trade.

Until the distribution occurs, Trinity has the sole discretion to change the terms of the distribution in ways which may be unfavorable to Arcosa.

Completion of the spin-off will be contingent upon customary closing conditions, including, among other things, finalization of the entity structure of Arcosa, finalization of the capital structure of the two companies, the effectiveness of appropriate filings with the SEC and final approval from Trinity’s Board of Directors. Until the distribution occurs, Trinity will have the sole and absolute discretion to determine and change the terms of the distribution, including the establishment of the record date and distribution date, the conditions to the spin-off, and all other terms. These changes could be unfavorable to Arcosa. In addition, Trinity may decide at any time not to proceed with the spin-off.

Risks Related to Arcosa Common Stock

Arcosa cannot be certain that an active trading market for its common stock will develop or be sustained after the spin-off and, following the distribution, Arcosa’s stock price may fluctuate significantly.

A public market for Arcosa common stock does not currently exist. Arcosa expects that on or about the record date, trading of shares of its common stock will begin on a “when-issued” basis on the NYSE, or a comparable public market, and will continue through the distribution date. However, Arcosa cannot guarantee that an active trading market will develop or be sustained for its common stock after the spin-off. Nor can Arcosa predict the prices at which shares of its common stock may trade after the spin-off.

Similarly, Arcosa cannot predict the effect of the spin-off on the trading prices of its common stock. After the spin-off, Trinity common stock will continue to be listed and traded on the NYSE under the symbol “TRN”. Subject to the consummation of the spin-off, Arcosa expects the Arcosa common stock to be listed and traded on the NYSE, or a comparable public market, under the symbol “[ • ]”. The combined trading prices of Trinity common stock and Arcosa common stock after the separation, as adjusted for any changes in the combined capitalization of these companies, may not be equal to or greater than the trading price of Trinity common stock prior to the spin-off. Until the market has fully evaluated the business of Trinity without the Arcosa businesses, or fully evaluated Arcosa, the price at which Trinity or Arcosa common stock trades may fluctuate significantly.

The market price of Arcosa common stock may fluctuate significantly due to a number of factors, some of which may be beyond Arcosa’s control, including:

• Arcosa’s business profile, market capitalization, or capital allocation policies may not fit the investment objectives of Trinity’s current stockholders, causing a shift in Arcosa’s investor base and Arcosa common stock may not be included in some indices in which Trinity common stock is included, causing certain holders to sell their shares;

• Arcosa’s quarterly or annual earnings, or those of other companies in its industry;

35

• the failure of securities analysts to cover Arcosa common stock after the spin-off;

• actual or anticipated fluctuations in Arcosa’s operating results;

• changes in earnings estimates by securities analysts or Arcosa’s ability to meet those estimates;

• Arcosa’s ability to meet its forward looking guidance;

• the operating and stock price performance of other comparable companies;

• overall market fluctuations and domestic and worldwide economic conditions; and

• other factors described in these “Risk Factors” and elsewhere in this information statement.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. Broad market and industry factors may materially harm the market price of Arcosa’s common stock, regardless of Arcosa’s operating performance. In the past, following periods of volatility in the market price of a company’s securities, shareholder derivative lawsuits and/or securities class action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.

In addition, investors may have difficulty accurately valuing Arcosa common stock. Investors often value companies based on the stock prices and results of operations of other comparable companies. Investors may find it difficult to find comparable companies and to accurately value Arcosa common stock, which may cause the trading price of Arcosa common stock to fluctuate.

A number of shares of Arcosa common stock are or will be eligible for future sale, which may cause Arcosa’s stock price to decline.

Any sales of substantial amounts of shares of Arcosa common stock in the public market or the perception that such sales might occur, in connection with the distribution or otherwise, may cause the market price of Arcosa common stock to decline. Upon completion of the distribution, Arcosa expects that it will have an aggregate of approximately [ • ] million shares of its common stock issued and outstanding based upon approximately [ • ] million shares of Trinity common stock outstanding as of [ • ]. These shares will be freely tradeable without restriction or further registration under the United States Securities Act of 1933, as amended (the “Securities Act”), unless the shares are owned by one of Arcosa’s “affiliates,” as that term is defined in Rule 405 under the Securities Act.

Arcosa is unable to predict whether large amounts of its common stock will be sold in the open market following the distribution. Arcosa is also unable to predict whether a sufficient number of buyers would be in the market at that time. A portion of Trinity common stock is held by index funds tied to stock indices. If Arcosa is not included in these indices at the time of distribution, these index funds may be required to sell Arcosa common stock.

Arcosa cannot guarantee the timing, amount, or payment of dividends on its common stock.

The timing, declaration, amount, and payment of future dividends to Arcosa’s stockholders will fall within the discretion of Arcosa’s Board of Directors. The Board of Directors’ decisions regarding the payment of dividends will depend on many factors, such as Arcosa’s financial condition, earnings, capital requirements, debt service obligations, industry practice, legal requirements, regulatory constraints, and other factors that the Board of Directors deems relevant. For more information, see the section entitled “Dividend Policy”. Arcosa’s ability to pay dividends will depend on its ongoing ability to generate cash from operations and access to the capital markets. Arcosa cannot guarantee that it will pay a dividend in the future or continue to pay any dividend if Arcosa commences paying dividends.

Your percentage of ownership in Arcosa may be diluted in the future.

Your percentage ownership in Arcosa may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that Arcosa will be granting to its directors, officers, and employees.

In addition, Arcosa’s restated certificate of incorporation will authorize Arcosa to issue, without the approval of Arcosa’s stockholders, one or more classes or series of preferred stock having such designation, powers, preferences, and relative, participating, optional and other special rights, including preferences over Arcosa common stock

36

respecting dividends and distributions, as Arcosa’s Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of Arcosa common stock. For example, Arcosa could grant the holders of preferred stock the right to elect some number of Arcosa’s directors in all events or on the happening of specified events or to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences Arcosa could assign to holders of preferred stock could affect the residual value of Arcosa common stock. See the section entitled “Description of Arcosa’s Capital Stock”.

Certain provisions in Arcosa’s restated certificate of incorporation and amended and restated bylaws, and of Delaware law, may prevent or delay an acquisition of Arcosa, which could decrease the trading price of the common stock.

Arcosa’s restated certificate of incorporation and amended and restated bylaws will contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with Arcosa’s Board of Directors rather than to attempt a hostile takeover. These provisions are expected to include, among others:

• rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;

• the right of Arcosa’s Board of Directors to issue preferred stock without stockholder approval;

• the ability of Arcosa’s directors, and not stockholders, to fill vacancies (including those resulting from an enlargement of the Board of Directors) on Arcosa’s Board of Directors;

• the initial division of Arcosa’s Board of Directors into three classes of directors, with each class serving a staggered term; and

• a provision that directors serving on a classified board may be removed by stockholders only for cause.

In addition, following the distribution, Arcosa will be subject to Section 203 of the DGCL. Section 203 provides that, subject to limited exceptions, persons that (without prior board approval) acquire, or are affiliated with a person that acquires, more than 15 percent of the outstanding voting stock of a Delaware corporation shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which that person or its affiliate becomes the holder of more than 15 percent of the corporation’s outstanding voting stock.

Arcosa believes these provisions will protect its stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with Arcosa’s Board of Directors and by providing Arcosa’s Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make Arcosa immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that Arcosa’s Board of Directors determines is not in the best interests of Arcosa and its stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

In addition, an acquisition or further issuance of Arcosa’s stock could trigger the application of Section 355(e) of the Code. For a discussion of Section 355(e), see the section entitled “Material United States Federal Income Tax Consequences of the Distribution”. Under the tax matters agreement, Arcosa would be required to indemnify Trinity for the tax imposed under Section 355(e) of the Code resulting from an acquisition or issuance of Arcosa stock, even if Arcosa did not participate in or otherwise facilitate the acquisition, and this indemnity obligation might discourage, delay or prevent a change of control that you may consider favorable.

37

FORWARD-LOOKING STATEMENTS

This information statement and other materials Trinity and Arcosa have filed or will file with the SEC contain, or will contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals and forecasts. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should” and similar expressions generally identify these forward-looking statements. Potential factors which could cause our actual results of operations to differ materially from those in the forward-looking statements include, among others:

• market conditions and customer demand for Arcosa’s business products and services;

• the cyclical nature of the industries in which Arcosa competes;

• variations in weather in areas where Arcosa construction products are sold, used or installed;

• naturally-occurring events and disasters causing disruption to our manufacturing, product deliveries and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses;

• the timing of introduction of new products;

• the timing and delivery of customer orders or a breach of customer contracts;

• the credit worthiness of customers and their access to capital;

• product price changes;

• changes in mix of products sold;

• the costs incurred to align manufacturing capacity with demand and the extent of its utilization;

• the operating leverage and efficiencies that can be achieved by Arcosa manufacturing businesses;

• availability and costs of steel, component parts, supplies, and other raw materials;

• competition and other competitive factors;

• changing technologies;

• surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies, and other raw materials;

• interest rates and capital costs;

• counter-party risks for financial instruments;

• long-term funding of our operations;

• taxes;

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

• changes in import and export quotas and regulations;

• business conditions in emerging economies;

• costs and results of litigation;

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

• legal, regulatory, and environmental issues, including compliance of Arcosa products with mandated specifications, standards or testing criteria and obligations to remove and replace Arcosa products following installation or to recall our products and install different products manufactured by Arcosa or its competitors;

38

• actions by the executive and legislative branches of the United States government relative to federal government budgeting, taxation policies, government expenditures, United States borrowing/debt ceiling limits, and trade policies;

• the use of social or digital media to disseminate false, misleading, and/or unreliable or inaccurate information;

• the inability to sufficiently protect our intellectual property rights;

• if the proposed spin-off transaction is not completed;

• if the Arcosa does not realize some or all of the benefits expected to result from the spin-off, or if such benefits are delayed;

• Arcosa’s ongoing businesses may be adversely affected and subject to certain risks and consequences as a result of pursuing the spin-off transaction;

• if the distribution of shares of Arcosa, together with certain related transactions, does not qualify as a transaction that is generally tax-free for United States federal income tax purposes, stockholders and Arcosa could be subject to significant tax liability; and

• if the spin-off transaction does not comply with state and federal fraudulent conveyance laws and legal dividend requirements.

In particular, information included under the sections entitled “Information Statement Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “The Separation and Distribution” contain forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made. Neither Trinity nor Arcosa undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, except as required by applicable federal securities laws. Factors that could cause actual results or events to differ materially from those anticipated include the matters described under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

39

THE SEPARATION AND DISTRIBUTION

General

Trinity intends to distribute 100 percent of the shares of our common stock held by Trinity to holders of shares of Trinity common stock, subject to certain conditions. The distribution of our common stock is expected to take place on [ • ]. On the distribution date, each holder of Trinity common stock will receive [ • ] share(s) of Arcosa common stock for every share of Trinity common stock held at the close of business on the distribution record date, as described below. You will not be required to make any payment, surrender or exchange your Trinity common stock or take any other action to receive your shares of Arcosa common stock to which you are entitled on the distribution date.

The distribution of our common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. We cannot provide any assurances that the distribution will be completed. For a more detailed description of these conditions, see the section entitled “Conditions to the Distribution” below.

Reasons for the Spin-Off

The Trinity Board of Directors believes that separating the Arcosa business from the remainder of Trinity is in the best interests of Trinity and its stockholders for a number of reasons, including:

• Enhances Overall Growth Potential through Focused Companies—Trinity believes that both the long-term growth potential and overall valuation of its businesses will be enhanced as a result of separating its current portfolio of business into two independent companies. Trinity believes Trinity and Arcosa will each enhance their competitive positions as standalone companies focused on their respective industries.

• Enables Each Company to Optimize Balance Sheet and Capital Allocation Priorities—Each company plans to pursue distinct investment decisions with capital structures based on their needs and potential opportunities, and will be able to create value by allocating capital to the alternatives that achieve the best returns for their respective stockholders.

• Allows Businesses to Advance Differentiated Investment Theses—Each company will be positioned to focus attention on independent and unique investment theses. Each company will be tied to different demand drivers, which will allow investors to model each company independently, evaluate the inherent value of each company, and invest accordingly.

Trinity’s Board of Directors also considered potentially negative factors in evaluating the spin-off, including risks relating to the creation of a new public company, possible increased administrative costs and one-time separation costs, but concluded that the potential benefits of the spin-off outweighed these factors. The anticipated benefits of the spin-off are based on a number of assumptions, and there can be no assurance that such benefits will materialize to the extent anticipated, or at all. In the event the spin-off does not result in such benefits, the costs associated with the spin-off could have an adverse effect on each company individually and in the aggregate. For more information, see the sections entitled “Risk Factors” included elsewhere in this information statement.

Formation of a Holding Company Prior to the Distribution

In connection with and prior to the distribution, Trinity formed Arcosa as a Delaware corporation for the purpose of transferring to Arcosa assets and liabilities, including any entities holding assets and liabilities, associated with Trinity’s infrastructure-related businesses.

Reasons for Furnishing this Information Statement

This information statement is being furnished solely to provide information to Trinity stockholders who are entitled to receive shares of our common stock in the distribution. The information statement is not, and is not to be construed as, an inducement or encouragement to buy, hold or sell any of our securities or securities of Trinity. We believe that the information in this information statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither Trinity nor we undertake any obligation to update such information, except as required by applicable federal securities laws.

40

Conditions to the Distribution

The distribution of our common stock by Trinity is subject to the satisfaction of the following conditions:

• The SEC will have declared effective the registration statement of which this information statement forms a part, and no stop order relating to the registration statement will be in effect.

• The NYSE, or a comparable public market, will have approved the listing of Arcosa common stock, subject to official notice of issuance.

• Trinity will have received a private letter ruling from the IRS, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code.

• Trinity will have received an opinion of each of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Trinity, and KPMG, tax advisor to Trinity, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code.

• All permits, registrations and consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of foreign jurisdictions in connection with the distribution will have been received.

• No order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, distribution or any of the related transactions will be in effect.

• The reorganization of the Trinity and Arcosa businesses prior to the separation and distribution will have been effectuated.

• No events or developments shall have occurred or exist that, in the sole and absolute judgment of the Trinity Board of Directors, make it inadvisable to effect the distribution or would result in the distribution and related transactions not being in the best interest of Trinity or its stockholders.

Trinity and Arcosa cannot assure you that any or all of these conditions will be met, and Trinity may also waive conditions to the distribution. Trinity may decline at any time to go forward with the distribution, whether or not the conditions are satisfied.

The Number of Shares You Will Receive

For every common share of Trinity that you owned at the close of business on [ • ], the distribution record date, you will receive [ • ] of our common share(s) on the distribution date.

Transferability of Shares You Receive

Shares of Arcosa common stock distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except for shares received by persons who may be deemed to be Arcosa affiliates. Persons who may be deemed to be Arcosa affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with Arcosa, which may include certain of Arcosa executive officers, directors, or principal stockholders. Securities held by Arcosa affiliates will be subject to resale restrictions under the Securities Act. Arcosa affiliates will be permitted to sell shares of Arcosa common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

When and How You Will Receive the Distributed Shares

Trinity will distribute the shares of Arcosa common stock on [ • ], the distribution date. [ • ] will serve as distribution agent and registrar for our common stock and as distribution agent in connection with the distribution.

If you own shares of Trinity common stock as of the close of business on the record date, Trinity, with the assistance of [ • ], will electronically distribute shares of Arcosa common stock to your bank or brokerage firm on your behalf or through the systems of the DTC (if you hold the shares through a bank or brokerage firm that uses DTC) or to you in book-entry form and [ • ] will mail you a book-entry account statement that reflects your shares of Arcosa.

41

Most Trinity stockholders hold their shares of common stock through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your shares of Trinity common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares of Arcosa common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” we encourage you to contact your bank or brokerage firm.

If you sell shares of Trinity common stock in the “regular-way” market up to and including the distribution date, you will be selling your right to receive shares of Arcosa common stock in the distribution.

General Treatment of Fractional Shares of Common Stock

Trinity will not distribute any fractional common stock shares to its stockholders. Instead, the transfer agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional shares such holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional share of common stock in the distribution. The transfer agent, in its sole discretion, without any influence by Trinity or us, will determine when, how, through which broker-dealer, and at what price to sell the whole shares. Any broker-dealer used by the transfer agent will not be an affiliate of either Trinity or us. Neither we nor Trinity will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares of common stock will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

The aggregate net cash proceeds of these sales will be taxable for United States federal income tax purposes. For an explanation of the material United States federal income tax consequences of the distribution, see the section entitled “Material United States Federal Income Tax Consequences of the Distribution”. If you are the registered holder of shares of Trinity common stock, you will receive a check from the distribution agent in an amount equal to your pro-rata share of the aggregate net cash proceeds of the sale. If you hold your shares of Trinity common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro-rata share of the aggregate net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.

Results of the Distribution

Immediately following the distribution, Arcosa will be a separate, publicly traded company, and we expect to have approximately [ • ] shares of our common stock outstanding. The actual number of shares to be distributed will be determined after [ • ], the record date of the distribution. The distribution will not affect the number of outstanding shares of Trinity common stock. No fractional shares of Arcosa common stock will be distributed.

Market for Arcosa Common Stock

There is currently no public market for our common stock. A condition to the distribution is the listing of our common stock shares on the NYSE, or a comparable public market. We intend to apply to list our common stock on the NYSE, or a comparable public market, under the symbol “[ • ]”. We have not and will not set the initial price of shares of our common stock. The initial price will be established by the public markets.

We cannot predict the price at which shares of our common stock will trade after the distribution. In fact, the combined trading prices, after the spin-off, of shares of our common stock that each Trinity stockholder will receive in the distribution and the shares of common stock of Trinity held at the record date may not equal the “regular-way” trading price of a Trinity share immediately prior to completion of the spin-off. The price at which shares of our common stock trade may fluctuate significantly, particularly until an orderly public market develops. Trading prices for our common stock will be determined in the public markets and may be influenced by many factors.

42

Trading Between the Record Date and the Distribution Date

Beginning on or shortly before the record date and continuing up to and including the distribution date, Trinity expects that there will be two markets in Trinity common stock: a “regular-way” market and an “ex-distribution” market. Shares of Trinity common stock that trade on the “regular-way” market will trade with an entitlement to shares of Arcosa common stock distributed pursuant to the distribution. Shares of Trinity common stock that trade on the “ex-distribution” market will trade without an entitlement to shares of Arcosa common stock distributed pursuant to the distribution. Each stockholder trading in Trinity shares would make any decision as to whether to trade one or more of such stockholder’s shares in Trinity in the “regular-way” market or the “ex-distribution” market. If you sell shares of Trinity common stock in the “regular-way” market up to and including through the distribution date, you will be selling your right to receive shares of Arcosa common stock in the distribution. If you own shares of Trinity common stock at the close of business on the record date and sell those shares on the “ex-distribution” market up to and including through the distribution date, you will receive the shares of Arcosa common stock that you are entitled to receive pursuant to your ownership as of the record date of Trinity common stock shares.

Furthermore, beginning on or shortly before the record date and continuing up to and including the distribution date, we expect that there will be a “when-issued” market in our common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for our common stock that will be distributed to holders of Trinity common stock on the distribution date. If you own shares of Trinity common stock at the close of business on the record date, you will be entitled to shares of our common stock distributed pursuant to the distribution. You may trade this entitlement to our shares, without the Trinity shares you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to our common stock will end, and “regular-way” trading will begin.

43

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION

The following is a summary of the material United States federal income tax consequences to Trinity and to the holders of shares of Trinity common stock in connection with the distribution. This summary is based on the Code, the Treasury Regulations promulgated thereunder and judicial and administrative interpretations thereof, all as in effect as of the date of this information statement and all of which are subject to differing interpretations and may change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below. This summary assumes that the separation will be consummated in accordance with the separation and distribution agreement and as described in this information statement.

Except as specifically described below, this summary is limited to holders of shares of Trinity common stock that are United States Holders, as defined immediately below. For purposes of this summary, a United States Holder is a beneficial owner of Trinity common stock that is, for United States federal income tax purposes:

• an individual who is a citizen or a resident of the United States;

• a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized under the laws of the United States or any state thereof or the District of Columbia;

• an estate, the income of which is subject to United States federal income taxation regardless of its source; or

• a trust, if (1) a court within the United States is able to exercise primary jurisdiction over its administration and one or more United States persons have the authority to control all of its substantial decisions or, (2) in the case of a trust that was treated as a domestic trust under the law in effect before 1997, a valid election is in place under applicable Treasury Regulations.

This summary also does not discuss all tax considerations that may be relevant to stockholders in light of their particular circumstances, nor does it address the consequences to stockholders subject to special treatment under the United States federal income tax laws, such as:

• dealers or traders in securities or currencies;

• tax-exempt entities;

• cooperatives;

• banks, trusts, financial institutions or insurance companies;

• persons who acquired shares of Trinity common stock pursuant to the exercise of employee stock options or otherwise as compensation;

• stockholders who own, or are deemed to own, at least 10 percent or more, by voting power or value, of Trinity’s equity;

• holders owning Trinity common stock as part of a position in a straddle or as part of a hedging, conversion, constructive sale, synthetic security, integrated investment or other risk reduction transaction for United States federal income tax purposes;

• certain former citizens or former long-term residents of the United States;

• holders who are subject to the alternative minimum tax; or

• persons that own Trinity common stock through partnerships or other pass-through entities.

This summary does not address the United States federal income tax consequences to stockholders who do not hold shares of Trinity common stock as a capital asset. Moreover, this summary does not address any state, local or foreign tax consequences or any estate, gift or other non-income tax consequences.

If a partnership (or any other entity treated as a partnership for United States federal income tax purposes) holds shares of Trinity common stock, the tax treatment of a partner in that partnership generally will depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its own tax advisor as to the tax consequences of the distribution.

44

YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC UNITED STATES FEDERAL, STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DISTRIBUTION IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES.

Treatment of the Distribution

It is a condition to the completion of the distribution that Trinity receives (i) a private letter ruling from the IRS and (ii) an opinion of each of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Trinity, and KPMG, tax advisor to Trinity, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code.

Assuming the distribution qualifies as tax-free under Sections 368(a)(1)(D) and 355 of the Code, for United States federal income tax purposes:

• no gain or loss will be recognized by Trinity as a result of the distribution (except for certain items that may be required to be recognized under Treasury Regulations regarding consolidated federal income tax returns);

• no gain or loss will be recognized by, or be includible in the income of, a holder of Trinity common stock solely as a result of the receipt of our common stock in the distribution;

• the aggregate tax basis of the shares of Trinity common stock and shares of our common stock (including any fractional share interest in our common stock for which cash is received) in the hands of each Trinity stockholder immediately after the distribution will be the same as the aggregate tax basis of the shares of Trinity common stock held by such holder immediately before the distribution, allocated between the shares of Trinity common stock and shares of our common stock (including any fractional share interest in our common stock for which cash is received) in proportion to their relative fair market values immediately following the distribution;

• the holding period with respect to shares of our common stock received by Trinity stockholders (including any fractional share interest in our common stock for which cash is received) will include the holding period of their shares of Trinity common stock, provided that such shares of Trinity common stock are held as a capital asset immediately following the distribution; and

• Trinity stockholders that have acquired different blocks of Trinity common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, our shares distributed with respect to blocks of Trinity common stock.

Trinity has requested, and expects to receive, the IRS ruling. Although the IRS ruling will generally be binding on the IRS, the IRS ruling will be based on certain facts and assumptions, and certain representations and undertakings, from Trinity and us that certain necessary conditions to obtain tax-free treatment under the Code have been satisfied. Furthermore, as a result of the IRS’s general ruling policy with respect to distributions under Section 355 of the Code as in effect at the time the IRS ruling was requested, except in limited situations, the IRS will not rule on whether a distribution satisfies certain critical requirements necessary to obtain tax-free treatment under the Code. Specifically, the IRS will not rule that the distribution was effected for a valid business purpose, that the distribution does not constitute a device for the distribution of earnings and profits or that the distribution is not part of a plan described in Section 355(e) of the Code (as discussed below). Instead, the IRS ruling will be based on representations made to the IRS by Trinity that these requirements have been established. Trinity expects to obtain the tax opinions, which are expected to include a conclusion that the distribution is being effected for a valid business purpose, that the distribution does not constitute a device for the distribution of earnings and profits and that the distribution is not part of a plan described in Section 355(e) of the Code (as discussed below). The tax opinions will be expressed as of the date of the distribution and will not cover subsequent periods, and the tax opinions will rely on the IRS ruling. As a result, the tax opinions are not expected to be issued until after the date of this information statement. The tax opinions will not be binding on the IRS or any court. We cannot assure you that the IRS will agree with the conclusions expected to be set forth in the tax opinions, and it is possible that the IRS or another tax authority could adopt a position contrary to one or all of those conclusions and that a court could sustain that contrary position. If any of the facts, representations, assumptions, or undertakings described or made in connection with the IRS ruling or the tax opinions are not correct, are incomplete, or have been violated, the IRS ruling could be revoked retroactively or modified by the IRS and our ability to rely on the tax opinions could be jeopardized. We are not aware

45

of any facts or circumstances, however, that would cause these facts, representations or assumptions to be untrue or incomplete or that would cause any of these undertakings to fail to be complied with, in any material respect.

If, notwithstanding the conclusions in the IRS ruling and those that we expect to be included in the tax opinions, it is ultimately determined that the distribution does not qualify as tax-free under Sections 368(a)(1)(D) and 355 of the Code for United States federal income tax purposes, then Trinity would generally recognize gain with respect to the transfer of our common stock and certain related transactions. In addition, each Trinity stockholder that receives shares of our common stock in the distribution could be treated as receiving a distribution in an amount equal to the fair market value of our common stock that was distributed to the stockholder, which generally would be taxed as a dividend to the extent of the stockholder’s pro rata share of Trinity’s current and accumulated earnings and profits, including Trinity’s taxable gain, if any, on the distribution, then treated as a non-taxable return of capital to the extent of the stockholder’s basis in Trinity stock and thereafter treated as capital gain from the sale or exchange of Trinity stock.

Even if the distribution otherwise qualifies for tax-free treatment under Sections 368(a)(1)(D) and 355 of the Code, the distribution may result in corporate level taxable gain to Trinity under Section 355(e) of the Code if 50 percent or more, by vote or value, of our stock or Trinity’s stock is treated as acquired or issued as part of a plan or series of related transactions that includes the distribution. If an acquisition or issuance of our stock or Trinity’s stock triggers the application of Section 355(e) of the Code, Trinity would recognize taxable gain as described above, but the distribution would be tax-free to each Trinity stockholder.

A United States Holder that receives cash instead of fractional shares of our common stock should be treated as though the United States Holder first received a distribution of a fractional share of our common stock, and then sold it for the amount of cash. Such United States Holder should recognize capital gain or loss, provided that the fractional share is considered to be held as a capital asset, measured by the difference between the cash received for such fractional share and the United States Holder’s basis in the fractional share, as determined above. Such capital gain or loss should generally be a long-term capital gain or loss if the United States Holder’s holding period for such United States Holder’s Trinity common stock exceeds one year on the date of the distribution.

United States Treasury Regulations require holders of Trinity common stock who receive Arcosa common stock in the distribution who, immediately prior to the distribution, own (i) at least 5% of the total outstanding stock of Trinity, or (ii) securities of Trinity with an aggregate tax basis of $1 million or more, to attach a detailed statement setting forth certain information relating to the distribution to their respective United States federal income tax returns for the year in which the distribution occurs. Within a reasonable period after the distribution, Trinity will provide stockholders who receive our common stock in the distribution with the information necessary to comply with such requirement. In addition, all stockholders are required to retain permanent records relating to the amount, basis, and fair market value of our common stock received in the distribution and to make those records available to the IRS upon request of the IRS.

46

DIVIDEND POLICY

We have not yet determined the extent to which we will pay dividends on our common stock. The payment of any dividends in the future, and the timing and amount thereof, to our stockholders will fall within the sole discretion of our Board of Directors and will depend on many factors, such as our financial condition, earnings, capital requirements, potential obligations in planned financings, industry practice, legal requirements, Delaware corporate surplus requirements, and other factors that our Board of Directors deems relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends.

47

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2018 on a historical basis and on a pro forma basis to give effect to the pro forma adjustments included in our unaudited pro forma financial information. The information below is preliminary and is not necessarily indicative of what our capitalization would have been had the separation, distribution, and related financing transactions been completed as of [ • ]. In addition, it is not indicative of our future capitalization. This table should be read in conjunction with sections entitled “Unaudited Pro Forma Combined Financial Statements,” “Selected Historical Combined Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as our Audited Annual Combined Financial Statements and Notes thereto and Unaudited Interim Combined Financial Statements and Notes thereto included in the “Index to Combined Financial Statements” sections of this information statement.

	As of March 31, 2018
	Historical			Pro Forma
	(in millions)
Cash and cash equivalents	$	6.7		$	—
Debt, including current and long-term:
Current debt	$	0.1		$	—
Long-term debt		0.4			—
Total debt	$	0.5		$	—
Equity:
Common stock	$	—		$	—
Additional paid-in capital		—			—
Net parent investment		1,391.9			—
Accumulated other comprehensive loss		(19.5	)		—
Total Equity	$	1,372.4		$	—
Total Capitalization	$	1,379.6		$	—

We have not yet finalized our post-distribution capitalization. We will have cash on hand in an amount to be determined at or prior to the time of the distribution. We intend to enter into certain financing arrangements, which are expected to provide committed credit availability, prior to or concurrently with the spin-off. We intend to update our financial information to reflect our post-distribution capitalization in a subsequent amendment to this information statement.

48

SELECTED HISTORICAL COMBINED FINANCIAL DATA

The following table presents selected historical combined financial information of Arcosa. The selected historical combined financial information as of December 31, 2017 and 2016 and for the three years ended December 31, 2017 has been derived from Arcosa’s Audited Annual Combined Financial Statements included elsewhere in this information statement. The selected historical combined financial information as of December 31, 2015 and as of and for the years ended December 31, 2014 and 2013 has been derived from Trinity’s underlying financial records and, in the opinion of Arcosa’s management, has been prepared on the same basis as the information included in the table derived from Arcosa’s Audited Annual Combined Financial Statements. The selected historical combined information as of and for the three months ended March 31, 2018 and 2017 has been derived from Arcosa's Unaudited Interim Combined Financial Statements included elsewhere in this information statement. This information was derived from Trinity's underlying financial records and, in the opinion of Arcosa's management, has been prepared on the same basis as the information included in the table from Arcosa's Audited Annual Combined Financial Statements.

The selected historical combined financial data includes expenses of Trinity that were allocated to Arcosa for certain corporate functions including information technology, finance, legal, insurance, compliance, and human resources activities. These costs may not be representative of the future costs we will incur as an independent, publicly-traded company. In addition, Arcosa’s historical combined financial information does not reflect changes that we expect to experience in the future as a result of our spin-off from Trinity, including changes in Arcosa’s cost structure, personnel needs, tax structure, capital structure, financing, and business operations. Arcosa’s Audited Annual Combined Financial Statements and Unaudited Interim Combined Financial Statements also do not reflect the allocation of certain assets and liabilities between Trinity and Arcosa as reflected under “Unaudited Pro Forma Combined Financial Data” included elsewhere in this information statement. Consequently, the financial information included here may not necessarily reflect Arcosa’s financial position, results of operations, and cash flows in the future or what Arcosa’s financial position, results of operations and cash flows would have been had Arcosa been an independent, publicly-traded company during the periods presented.

To ensure a full understanding, this information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Audited Annual Combined Financial Statements and Notes thereto, and the Unaudited Interim Combined Financial Statements and Notes thereto included elsewhere herein.

	Three Months Ended March 31,				Year Ended December 31,
	2018		2017		2017		2016		2015		2014		2013
	(in millions)
Statement of Operations Data:
Revenues	$	354.4	$	396.3	$	1,462.4	$	1,704.0	$	2,140.4	$	1,966.8	$	1,529.9
Income before income taxes		30.2		38.4		130.1		197.2		219.2		241.5		176.3
Provision for income taxes		8.0		14.8		40.4		74.2		84.2		85.0		64.3
Net income	$	22.2	$	23.6	$	89.7	$	123.0	$	135.0	$	156.5	$	112.0
Balance Sheet Data:
Total assets	$	1,560.4	$	1,497.6	$	1,602.5	$	1,526.3	$	1,603.7	$	1,687.5	$	874.0
Debt	$	0.5	$	—	$	0.5	$	—	$	0.5	$	0.7	$	0.9

The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the United States federal corporate income tax rate from 35.0 percent to 21.0 percent, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign-sourced earnings. As of December 31, 2017, we have completed an initial assessment of the tax effects of enactment of the Act, and have made a reasonable estimate of the effects on our existing deferred tax balances. We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to impact future tax returns. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts resulting in adjustments in future periods in 2018. The impact of the Act may differ from our estimate due to changes in the regulations, rulings, guidance, and interpretations issued by the IRS and the Financial Accounting Standards Board (“FASB”) as well as interpretations and assumptions made by the Company. For the items for which we were able to determine a reasonable estimate, we recognized a provisional net Federal benefit of $6.2 million for the year ended December 31, 2017, which is included as a component of income tax expense.

49

On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers,” (ASU 2014-09) which provides common revenue recognition guidance for United States generally accepted accounting principles. The primary impact to the adoption of ASU 2014-09 is a change in the timing of revenue recognition for our wind towers and certain utility structure product lines within our Energy Equipment Group. Previously, the Company recognized revenue when the product was delivered. Under ASU 2014-09, revenue is recognized over time as the products are manufactured. Revenue recognition policies in our other business segments remain substantially unchanged. See Note 1. “Summary of Significant Accounting Policies” of the Notes to Unaudited Interim Combined Financial Statements included elsewhere in this information statement for further details.

Arcosa’s goodwill was tested for impairment at the reporting unit level based on the businesses being included in Arcosa for each of the five years in the period ended December 31, 2017. Accordingly, we determined that the goodwill associated with certain operations included in the Energy Equipment Group was impaired in its entirety and recorded a pre-tax impairment charge of $89.5 million for the year ended December 31, 2015. See Note 7 “Goodwill” of the Notes to the Audited Annual Combined Financial Statements.

50

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The Unaudited Pro Forma Combined Financial Statements of Arcosa consists of the unaudited pro forma combined statements of comprehensive income for the year ended December 31, 2017 and the three months ended March 31, 2018 as well as the unaudited pro forma combined balance sheet as of March 31, 2018 prepared in accordance with United States generally accepted accounting principles. The Unaudited Pro Forma Combined Financial Statements reported below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Historical Combined Financial Data,” and the Audited Annual Combined Financial Statements and corresponding Notes thereto, and the Unaudited Interim Combined Financial Statements and corresponding Notes thereto included elsewhere in this information statement. The Unaudited Pro Forma Combined Statements of Comprehensive Income have been prepared to give effect to the pro forma adjustments (described below) as if the pro forma adjustments had become effective January 1, 2017. The Unaudited Pro Forma Combined Balance Sheet has been prepared to give effect to the pro forma adjustments as if the adjustments went into effect on March 31, 2018.

The following Unaudited Pro Forma Combined Financial Statements are subject to assumptions and adjustments, including those described in the accompanying notes. Arcosa’s management believes these assumptions and adjustments are reasonable under the circumstances given the information and estimates available at this time. However, these adjustments are subject to change as Trinity and Arcosa finalize the terms of the spin-off, including the separation and distribution agreement and related transaction agreements. The Unaudited Pro Forma Combined Financial Statements do not purport to represent what Arcosa’s financial position and results of operations actually would have been had the spin-off occurred on the dates indicated, or to project Arcosa’s financial performance for any future period following the spin-off.

These Unaudited Pro Forma Combined Financial Statements include adjustments to reflect the following:

• the contribution by Trinity to Arcosa, pursuant to the separation and distribution agreement, of all the assets and liabilities that comprise Arcosa;

• the expected transfer to Arcosa, upon completion of the spin-off, of certain assets and liabilities that were not included in Arcosa’s Audited Annual Combined Financial Statements or Unaudited Interim Combined Financial Statements;

• the pro-rata distribution of approximately [ • ] million common shares of Arcosa to Trinity stockholders; and

• the impact of the separation and distribution agreement, the tax matters agreement, the employee matters agreement, the intellectual property matters agreement, the transition services agreement, and other commercial agreements between Arcosa and Trinity.

Arcosa’s Audited Annual Combined Financial Statements and Unaudited Interim Combined Financial Statements include expense allocations for certain support functions that are currently provided on a centralized basis within Trinity, such as expenses for business shared services, and other selling, engineering, and administrative costs that benefit Arcosa. Trinity has incurred spin-off-related transaction costs which are not reflected in the historical financial statements as the costs were one-time, non-recurring costs, substantially all of which have been borne by Trinity. Trinity also expects to incur similar costs in the future. Due to the scope and complexity of these activities, the amount of these costs could increase or decrease materially and, therefore, are not included with the Unaudited Pro Forma Combined Financial Statements.

51

Arcosa, Inc. and Subsidiaries
Unaudited Pro Forma Combined Statement of Comprehensive Income
Year Ended December 31, 2017

	Historical		Pro Forma Adjustments			Pro Forma
	(in millions, except per share amounts)
Revenues	$	1,462.4	$	—		$	—
Operating costs:
Cost of revenues		1,167.7		—	(A)		—
Selling, engineering, and administrative expenses		163.0		—	(A)		—
		1,330.7		—			—
Total operating profit		131.7		—			—
Other (income) expense		1.6		—			—
Income before income taxes		130.1		—			—
Provision for income taxes		40.4		—	(B)		—
Net income		89.7		—			—
Other comprehensive loss		1.4		—			—
Comprehensive income	$	88.3	$	—		$	—
Unaudited Pro Forma Earnings Per Share
Basic	$	—	$	—		$	—
Diluted	$	—	$	—		$	—
Average number of shares used in calculating Unaudited Pro Forma Earnings Per Share:
Basic		—		—	(C)		—
Diluted		—		—	(D)		—

See Notes to Unaudited Pro Forma Combined Financial Statements.

52

Arcosa, Inc. and Subsidiaries
Unaudited Pro Forma Combined Statement of Comprehensive Income
Three Months Ended March 31, 2018

	Historical			Pro Forma Adjustments			Pro Forma
	(in millions, except per share amounts)
Revenues	$	354.4		$	—		$	—
Operating costs:
Cost of revenues		285.6			—	(A)		—
Selling, engineering, and administrative expenses		37.6			—	(A)		—
		323.2			—			—
Total operating profit		31.2			—			—
Other (income) expense		1.0			—			—
Income before income taxes		30.2			—			—
Provision for income taxes		8.0			—	(B)		—
Net income		22.2			—			—
Other comprehensive (income) loss		(0.3	)		—			—
Comprehensive income	$	22.5		$	—		$	—
Unaudited Pro Forma Earnings Per Share
Basic	$	—		$	—		$	—
Diluted	$	—		$	—		$	—
Average number of shares used in calculating Unaudited Pro Forma Earnings Per Share:
Basic		—			—	(C)		—
Diluted		—			—	(D)		—

See Notes to Unaudited Pro Forma Combined Financial Statements.

53

Arcosa, Inc. and Subsidiaries
Unaudited Pro Forma Combined Balance Sheet
As of March 31, 2018

	Historical			Pro Forma Adjustments			Pro Forma
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	6.7		$	—	(G)	$	—
Receivables		153.6			—			—
Inventories		204.2			—			—
Other		8.3			—			—
Total current assets		372.8			—			—
Property, plant, and equipment, net		588.1			—			—
Goodwill		504.2			—			—
Deferred income taxes		8.8			—	(B)		—
Other assets		86.5			—			—
	$	1,560.4		$	—		$	—
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	55.7		$	—	(A)	$	—
Accrued liabilities		110.7			—	(A)		—
Current portion of long-term debt		0.1			—			—
Total current liabilities		166.5			—			—
Debt		0.4			—			—
Deferred income taxes		12.4			—	(B)		—
Other liabilities		8.7			—			—
		188.0			—			—
Equity:
Common stock		—			—	(E)		—
Capital in excess of par value		—			—	(F)		—
Net parent investment		1,391.9			—	(F)		—
Accumulated other comprehensive loss		(19.5	)		—			—
		1,372.4			—			—
	$	1,560.4		$	—		$	—

See Notes to Unaudited Pro Forma Combined Financial Statements.

54

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(A) Reflects the impact of assets, liabilities, and related expenses that we expect to assume from Trinity that were not included in our Audited Annual Combined Financial Statements and Unaudited Interim Combined Financial Statements, including the effects of the separation and distribution agreement, the tax matters agreement, the employee matters agreement, the intellectual property matters agreement, the transition services agreement and other commercial agreements between Arcosa and Trinity. There may be additional assets, liabilities, or related expenses transferred to us in the spin-off for which the transfer has not been finalized.

(B) Reflects the tax effects of the pro forma adjustments at the applicable statutory tax rate of [ • ] percent. The effective tax rate of Arcosa could be different (either higher or lower) depending on activities subsequent to the spin-off. The impacts of pro forma adjustments on deferred tax assets and liabilities were offset against existing deferred tax assets and liabilities reflected in our historical combined balance sheet based on jurisdiction.

(C) The number of Arcosa common shares used to compute basic earnings per share is based on the number of Trinity common shares assumed to be outstanding on the distribution date and the number of Trinity common shares outstanding on December 31, 2017 and March 31, 2018, as applicable, assuming a distribution ratio of [ • ] Arcosa common share(s) for every [ • ] Trinity common share.

(D) The number of shares used to compute diluted earnings per share is based on the number of common shares of Arcosa as described in Note C above, plus incremental shares assuming the exercise of dilutive outstanding stock options and restricted stock awards. This calculation may not be indicative of the dilutive effect that may actually result from Arcosa stock-based awards issued in connection with the adjustment of outstanding Trinity stock-based awards or the grant of new stock-based awards, if any. The number of dilutive common shares underlying Arcosa stock-based awards issued in connection with the adjustment of outstanding Trinity stock-based awards will not be determined until the distribution date or shortly thereafter.

(E) Reflects the pro forma recapitalization of our equity. As of the distribution date, Trinity’s net investment in Arcosa will be exchanged to reflect the distribution of Arcosa’s common shares to Trinity stockholders. Trinity stockholders will receive common shares based on an expected distribution ratio of [ • ] Arcosa common share(s) for every [ • ] Trinity common share.

(F) Represents the elimination of Net Parent Investment and adjustments to capital in excess of par value.

(G) Reflects the cash contribution to Arcosa from Trinity.

55

BUSINESS

Overview

Arcosa is a growth-oriented manufacturer and producer of infrastructure-related products with revenues and operating profit of $1.5 billion and $132 million, respectively, for the fiscal year ended December 31, 2017. We provide critical products for a broad spectrum of markets throughout construction, energy, and transportation. We own businesses with well-established positions in attractive markets with favorable long-term demand drivers, which should provide us with compelling organic and acquisition opportunities.

We will operate in and report financial results for three segments: Construction Products, Energy Equipment, and Transportation Products.

($ in millions)
2017 Revenues	$259	$844	$363
2017 Operating        profit	$54	$78	$39
Primary products	• Natural aggregates   (sand and gravel) • Lightweight aggregates • Trench shields and   shoring products	• Wind towers • Utility structures • Pressurized and non-   pressurized storage and   distribution containers	• Inland barges • Fiberglass covers and   other barge components • Axles and couplers • Industrial and mining   components
Primary markets served	• Residential,   commercial, industrial   construction • Road and bridge   construction • Underground   construction	• Wind power generation • Power transmission and   distribution • Gas and liquids storage   and distribution in the   energy, agriculture, and   industrial markets	• Transportation products   serving numerous   markets, including:   - Agriculture/food      products   - Refined products   - Chemicals   - Upstream oil
Number of operating facilities	20	15	7

56

Our Competitive Strengths

Strong market positions with established reputations for quality and service. We own numerous businesses that are market leaders in their respective product categories or geographic areas. Our businesses have long-standing relationships with customers that have been built by delivering quality products, on-time performance, and excellent customer service.

For example, in our Transportation Products Group, our McConway & Torley foundry business has been serving customers in the transportation industry since 1868, and our inland barge business traces its history back more than 70 years. In our Energy Equipment Group, Trinity Meyer Utility Structures was a pioneer in the steel transmission pole industry, and our TATSA® brand in Mexico has been operating in the storage and distribution containers business since 1955. In our Construction Products Group, our construction aggregates business has operated in Texas for more than 25 years, and our GME® brand was an industry pioneer in the trench shoring industry in the 1960s.

Well-positioned to benefit from North American economic growth and infrastructure spending. We believe we are well-positioned to benefit from economic growth and infrastructure spending in North America. Primary drivers of this growth are expected to include:

• Continued strength in overall industrial production - According to data released by the Board of Governors of the Federal Reserve System (the “Federal Reserve”), United States industrial production demonstrated year-over-year growth in every month from March 2017 to March 2018.

• Replacement and growth of aging infrastructure - The American Society of Civil Engineers (“ASCE”) estimates that a total investment of $4.6 trillion is needed from 2016 to 2025 in order to improve United States infrastructure to an adequate state. The ASCE also estimates that funding has already been provided for approximately $2.5 trillion of the required investment.

• Replacement and growth of aging energy infrastructure - The age of the United States electrical grid requires significant upgrades and expansion. In a November 2014 study, the United States Department of Energy reported that 70 percent of the grid’s transmission lines and power transformers are over 25 years old, and the average age of power plants is over 30 years old. The ASCE estimates that $934 billion of the $2.5 trillion investment noted above is required to improve the electricity infrastructure in the United States.

• Continued shift to renewable power generation, with associated transmission projects - In a continued transformation of the United States electrical grid, the EIA estimates that approximately 110 gigawatts of utility-scale renewable electricity generation capacity, mostly wind and solar power, will be added in the United States from 2018 to 2030, representing 56 percent of all new power sector electricity generation capacity estimated to be brought online.

• Expansion of United States petrochemical industry - According to the American Chemistry Council, more than 300 announced chemical industry investment projects worth more than $185 billion will come online in the United States over the next decade, supported by low cost feedstocks. In 2016, the chemical industry accounted for nearly half of construction spending in United States manufacturing.

Proven ability to operate efficiently in cyclical markets. A number of our businesses operate in cyclical markets where scale, flexibility, low-cost manufacturing and operating experience are keys to success. Our business leaders have significant experience generating attractive through-the-cycle financial returns in markets with strong long-term fundamentals. Given our history operating in cyclical markets, our Company has developed a capable and flexible manufacturing culture allowing us to capture additional opportunities to enhance financial returns.

Since the second-half of 2015, our Transportation Products Group has been in a cyclical low period due to weak demand conditions and an oversupply of inland barges and freight and tank railcars in North America. However, we believe we are well-positioned to benefit from a market recovery when demand for new inland barge construction and transportation-related steel components recovers, the potential early signs of which we are now experiencing.

We expect to be able to compete in different markets by maintaining a lean, dynamic, and decentralized organization. Additionally, steel is a primary raw material in many of our products, and our scale and purchasing expertise improves our ability to serve customers

Attractive path to grow through strategic acquisitions. Arcosa should have an attractive path to grow through strategic acquisitions. We operate in a number of fragmented or niche industries that present compelling growth

57

opportunities. Following the spin-off from Trinity, we expect to continue seeking acquisitions to accelerate our market penetration and expand our manufacturing capacity and capability. Our efforts will be focused on infrastructure opportunities, both domestic and abroad, and we will no longer be competing for capital with Trinity’s rail-related businesses.

Recent examples of our growth include operating asset acquisitions and land reserve purchases in our construction aggregates business, where we have built a strong platform in lightweight aggregates nationwide and natural aggregates in Texas and Louisiana. Additionally, we have expanded in the trench shoring businesses through acquisitions.

Our team has expertise integrating acquisitions, which will facilitate the continued execution of our growth strategy, helping to reduce integration risks.

Balance sheet flexibility to pursue growth organically and through acquisitions. Arcosa will have the balance sheet strength to pursue both disciplined acquisitions and organic growth. We anticipate having sufficient cash on hand, committed credit availability, and debt capacity to pursue sizeable acquisitions. Arcosa is expected to generate healthy operating cash flow that will also be available to invest in corporate development and organic initiatives.

Opportunities to leverage extensive platform in Mexico. We have been operating in Mexico for over 60 years, and we intend to use our extensive platform to find international expansion opportunities, enabling us to grow our established market positions by leveraging our competitive strengths. Our management team has the experience and ability to evaluate and execute on both organic and acquisition opportunities.

Experienced leadership team with track record of growth. Our leadership team has extensive industry experience and a successful track record of operational excellence, including delivery of attractive financial returns through the cycle. We will be focused on growth opportunities, driving operating efficiencies and return on invested capital (“ROIC”). Antonio Carrillo, our Chief Executive Officer, has executed transformational acquisitions and ROIC improvement in his former role as chief executive officer of Mexichem S.A.B. de C.V., a publicly traded global specialty chemical company. Under his leadership, our operating leaders will continue to have a strong ROIC focus.

Our Business Strategy

Capitalize on favorable market conditions and market recoveries. The United States continues to experience economic growth, including an expansion in industrial production, which grew 1.6 percent in 2017 and averaged 3.9 percent year-over-year growth in the first quarter of 2018. Our businesses are well-positioned to take advantage of broad-based demand from the increase in industrial activity across North America.

The businesses in our Construction Products Group should benefit from multiple activities in the United States to replace its aging infrastructure. Additionally, the core Texas markets served by our natural aggregates operations continue to show strength and positive long-term demographics that support continued infrastructure investment.

In our Energy Equipment Group, the replacement of an aging power transmission infrastructure should provide growth opportunities for our utility structures business. This group will also benefit from growth in renewable power generation, which should require additional wind tower installations and transmission projects to connect to centers of demand. Additionally, we anticipate that growth in Mexico’s energy infrastructure should create opportunities to serve terminals that import and distribute petrochemicals and other liquids.

Since 2015, the markets served by our Transportation Products Group have been in a cyclical downturn due to weak demand conditions and an oversupply of inland barges and railcars in North America. This resulted in revenues for this group contracting from $978 million in 2015 to $363 million in 2017. While we do not expect an immediate recovery, we have continued to maintain profitability despite the steep drop in demand. As such, we believe we are well-positioned to benefit over the next several years as demand for our products in this segment recovers, the potentially early signs of which we are now experiencing.

Maintain dedicated customer focus. We believe that maintaining a close partnership with our customers allows us to effectively focus our efforts and respond to their changing demands at a global, regional, and local level. Our customers operate in dynamic environments, and we continually partner with them to improve our products and services.

58

Leverage operational excellence expertise to achieve low-cost production and safe, sustainable operations. Our experienced leadership team has a track record of operational excellence and delivering attractive financial returns through the cycle. Our corporate support functions will be designed to maintain robust levels of safety, quality, and compliance, while promoting a lean, decentralized operating model. We are focused on reducing our selling, engineering, and administrative (“SE&A”) costs through process redesign and other cost reduction measures.

Drive growth through disciplined acquisitions and organic investments. Arcosa is expected to possess the balance sheet strength and capital allocation flexibility to pursue organic growth, as well as strategic acquisitions. We intend to pursue a disciplined growth strategy in our core infrastructure markets, capitalizing on the fragmented nature of many of the industries in which we operate. Additionally, by leveraging the central location of our operations in Mexico, we should be able to expand our footprint and product lines into other international geographies and markets.

Continually assess our portfolio to allocate capital towards the best opportunities. Following the spin-off, Arcosa will be positioned to focus attention on its distinct investment thesis. We will utilize a robust process to effectively identify and execute on organic and acquisition growth opportunities, and our organization will be structured so it can quickly and efficiently integrate new acquisitions.

Our Segments

Construction Products Group

Markets

Our Construction Products Group participates in multiple areas of construction infrastructure. Our products are used across the construction landscape, including commercial, industrial, road and bridge, and underground construction. As the United States continues to replace its aging infrastructure, our businesses are well-positioned to benefit from this activity.

Products, Customers and Competitors

We are a well-known producer and distributor of lightweight and natural construction aggregates in certain regions of the United States serving both public infrastructure and private construction markets. Lightweight aggregates, produced and distributed by us nationwide, are select shales and clay that are expanded and hardened by high temperatures in a rotary kiln and possess a bulk density that can be less than half that of natural aggregates. Product applications include structural lightweight concrete, lightweight masonry block, and asphalt surface treatments. Our natural aggregates are produced in Texas and Louisiana and include sand, gravel, crushed limestone base, and various other products for use typically in ready mixed concrete, concrete pipe, and road construction. Our construction aggregates customers are concrete producers; commercial, residential, and highway contractors; manufacturers of masonry products; and state and local governments. We compete with lightweight construction aggregates producers nationwide and natural construction aggregates producers located in the regions where we operate.

We hold a strong market position in the manufacture of trench shields and shoring products for the United States construction industry. Trench shields and shoring products are used for water and sewer construction, utility installations, manhole work, oil and gas pipeline construction, and other underground applications. Our customers are equipment rental dealers and commercial, residential, and industrial contractors. We compete with manufacturers nationwide. We additionally participate in certain regional rental markets for trench shoring equipment.

Energy Equipment Group

Markets

Our Energy Equipment Group serves a broad spectrum of energy markets, including wind power generation, power transmission and distribution, and the storage and transportation of gas and liquid products for use in the energy, agricultural, and industrial markets.

As the United States and Mexico expand their renewable energy power generation, we believe we are well-positioned to benefit from future wind power installations as well as from the associated transmission projects to connect to centers of demand. Wind energy is an important part of Mexico’s strategy of focusing on renewable energy to complement its current generation portfolio. Furthermore, we believe we are well-positioned to benefit from transmission projects in the United States and Mexico as public and private utilities seek to replace aging transmission infrastructure and improve the reliability of the electrical grid.

59

Additionally, our storage and distribution containers support oil, gas, and chemical markets and are used by industrial plants, utilities, residences and small businesses in suburban and rural areas. Additionally, we manufacture fertilizer storage and distribution containers for agricultural markets, including bulk storage, farm storage, and the application and distribution of anhydrous ammonia.

Products, Customers and Competitors

We are one of the foremost manufacturers of structural wind towers in the United States and Mexico. Our primary customers are wind turbine producers and we compete with both domestic and foreign producers of towers.

We are a well-established manufacturer in the United States and Mexico of steel utility structures for electricity transmission and distribution. Through our recognized brands, we have developed strong relationships with our primary customers, public and private utilities. We compete with both domestic and foreign manufacturers. Revenue from one Energy Equipment Group customer constituted 22.9 percent, 22.4 percent, and 13.4 percent of combined revenue for the years ended December 31, 2017, 2016, and 2015, respectively. See Note 5 of the Notes to the Audited Annual Combined Financial Statements for further information.

Arcosa is one of the primary manufacturers in North America of pressurized and non-pressurized storage and distribution containers that store and transport a wide variety of products, including propane, anhydrous ammonia, and natural gas liquids. We manufacture cryogenic storage and transport containers and manufacture oil and gas processing and storage equipment used at well sites and in midstream locations.

We are a principal producer of pressure vessels in Mexico, where we have operated for over 60 years. We believe the Company is very well-positioned in Mexico to capitalize on opportunities associated with the country’s energy reform as well as the large need for terminals in Mexico to import and distribute petrochemicals and other liquids.

Transportation Products Group

Markets

Our Transportation Products Group consists of established companies that supply manufactured steel products to the transportation industry. These transportation products serve a wide variety of markets, including the transportation of commodities such as grain, coal, aggregates, chemicals, fertilizers, petrochemicals, and refined products.

Products, Customers and Competitors

We have a leading position in the United States market for the manufacture of inland barges and fiberglass barge covers. We manufacture a variety of hopper barges, tank barges, and fiberglass covers, and we provide a full line of deck hardware to the marine industry, including hatches, castings and winches for towboats and dock facilities. Our customers are primarily commercial marine transportation companies and industrial shippers. We compete with a number of other manufacturers in the United States.

Arcosa is also a recognized manufacturer of steel components for railcars and other transportation equipment. We manufacture axles, circular forgings and coupling devices for freight, tank, locomotive and passenger rail transportation equipment, as well as other industrial uses, and also provide cast components for use in the industrial and mining sectors. Our customers are primarily freight and passenger railcar manufacturers, rail maintenance and repair facilities, railroads, steel mills, and mining equipment manufacturers. We compete with both domestic and foreign manufacturers.

Governmental Regulation

Inland Barge Industry. The primary regulatory and industry authorities involved in the regulation of the inland barge industry are the United States Coast Guard, the United States National Transportation Safety Board, the United States Customs Service, the Maritime Administration of the USDOT, and private industry organizations such as the American Bureau of Shipping. These organizations establish safety criteria, investigate vessel accidents, and recommend improved safety standards. We believe that our product specifications and operations are in compliance with the laws and regulations applicable to our business.

Storage and Distribution Containers. The primary regulatory authorities involved in the regulation of manufacturers of storage, transportation, and distribution containers are the PHMSA and the FMCSA, both agencies being part of the USDOT. These agencies promulgate and interpret rules and regulations and issue approvals and special permits

60

pertaining, in part, to the manufacture of containers that are used in the storage, transportation and transport arrangement and distribution of regulated and non-regulated substances. We believe that our storage and distribution containers are in compliance with the rules, regulations and permits applicable to our business.

Construction Products Group. Arcosa’s Construction Products Group is subject to regulation by OSHA, MSHA, and various state agencies.

Occupational Safety and Health Administration and Similar Regulations. Our operations are subject to regulation of health and safety matters by the United States Occupational Safety and Health Administration and the United States Mine Safety and Health Administration. We believe that we employ appropriate precautions to protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities. However, claims that may be asserted against Arcosa for work-related illnesses or injury and the further adoption of occupational and mine safety and health regulations in the United States or in foreign jurisdictions in which we operate could increase our operating costs. While we do not anticipate having to make material expenditures in order to remain in substantial compliance with health and safety laws and regulations, we are unable to predict the ultimate cost of compliance.

Environmental, Health and Safety

We are subject to the requirements of environmental and safety and health laws and regulations in each country in which we operate. These include laws regulating air emissions, water discharge, hazardous materials and waste management. We have an environmental management structure designed to facilitate and support our compliance with these requirements globally. Although it is our intent to comply with all such requirements and regulations, we cannot provide assurance that we are at all times in compliance. Environmental requirements are complex, change frequently, and have tended to become more stringent over time. Accordingly, we cannot assure that environmental requirements will not change or become more stringent over time or that our eventual environmental costs and liabilities will not be material.

Certain environmental laws assess liability on current or previous owners or operators of real property for the cost of removal or remediation of hazardous substances. At this time we are involved in various stages of investigation and cleanup related to environmental remediation matters at certain of our facilities. In addition, there may be soil or groundwater contamination at several of our properties resulting from historical, ongoing or nearby activities.

We cannot ensure that our eventual environmental remediation costs and liabilities will not exceed the amount of our current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, our results of operations could be materially adversely affected. See “Critical Accounting Policies and Estimates,” Note 13 of the Notes to the Audited Annual Combined Financial Statements, and Note 11 of the Notes to the Unaudited Interim Combined Financial Statements for further information regarding reserves for environmental matters.

Employees

The following table presents the approximate headcount breakdown of employees by business group:

	December 31, 2017*
Business Group
Construction Products Group		765
Transportation Products Group		1,065
Energy Equipment Group		3,660
		5,490

* Excludes Arcosa corporate employees, as none existed as of December 31, 2017.

As of December 31, 2017, approximately 3,665 employees were employed in the United States, 1,745 employees in Mexico, and 80 employees in Canada.

Seasonality

Results in our Construction Products Group are affected by seasonal fluctuations with the second and third quarters historically being the quarters with the highest revenues.

61

Intellectual Property

Arcosa owns a number of patents, trademarks, copyrights, trade secrets, and licenses to intellectual property owned by others. Although Arcosa’s patents, copyrights, trademarks, trade secrets, and other intellectual property rights are important to Arcosa’s success, we do not consider any single patent, trademark, copyright, trade secret or license to be of material importance to any segment or to the business as a whole. For a discussion of risks related to our intellectual property, please refer to “Risk Factors— Risks Related to Arcosa’s Business”.

Properties

Arcosa’s corporate headquarters is expected to be located near Dallas, Texas. We principally operate in various locations throughout the United States and in Mexico and Canada. Our facilities are considered to be in good condition, well maintained, and adequate for our purposes. Information about the aggregate square footage of our facilities as of December 31, 2017 is as follows:

	Approximate Square Feet*				Approximate Square Feet Located In*
	Owned		Leased		US		Mexico		Canada
Construction Products Group		279,700		23,400		303,100		—		—
Transportation Products Group		1,664,600		116,300		1,780,900		—		—
Energy Equipment Group		1,946,400		539,500		1,621,600		793,900		70,400
		3,890,700		679,200		3,705,600		793,900		70,400

* Excludes non-operating facilities

Our estimated weighted average production capacity utilization for the twelve month period ended December 31, 2017 is reflected by the following percentages:

	Production Capacity Utilized*
Construction Products Group		75	%
Transportation Products Group		55	%
Energy Equipment Group		75	%

* Excludes non-operating facilities

Legal Proceedings

Arcosa is, from time to time, subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of Arcosa that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations or cash flows of Arcosa. See Note 13 of the Notes to the Audited Annual Combined Financial Statements and Note 11 of the Notes to the Unaudited Interim Combined Financial Statements for further information regarding legal proceedings.

Principal Executive Offices

Our principal executive offices are currently located at 2525 N. Stemmons Freeway, Dallas, Texas 75207-2401, and our telephone number is currently 214-631-4420. We maintain a website at www.arcosa.com. The information contained on our website or that can be accessed through our website neither constitutes part of this information statement nor is incorporated by reference herein.

62

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis presented below refers to and should be read in conjunction with the Audited Annual Combined Financial Statements and related Notes, the Unaudited Interim Combined Financial Statements and related Notes, and the Unaudited Pro Forma Combined Financial Statements and related Notes, each included elsewhere in this information statement. The following discussion contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this information statement, particularly in “Risk Factors” and “Forward-Looking Statements”. Arcosa believes the assumptions underlying the Audited Annual Combined Financial Statements and the Unaudited Interim Combined Financial Statements are reasonable. However, the Audited Annual Combined Financial Statements and the Unaudited Interim Combined Financial Statements included herein may not necessarily reflect Arcosa’s results of operations, financial position, and cash flows in the future or what they would have been had Arcosa been a separate, standalone company during the periods presented.

As explained above, except as otherwise indicated or unless the context otherwise requires, the information included in this discussion and analysis assumes the completion of all the transactions referred to in this information statement in connection with the separation and distribution. Unless the context otherwise requires, references in this information statement to “Arcosa, Inc.,” “Arcosa,” “we,” “us,” “our” and “our company” refer to Arcosa, Inc. and its combined subsidiaries. References in this information statement to “Trinity” or “parent” refers to Trinity Industries, Inc. and its combined subsidiaries (excluding Arcosa), unless the context otherwise requires.

Introduction

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help you understand the business operations and financial condition of Arcosa. This discussion should be read in conjunction with the accompanying Audited Annual Combined Financial Statements and the Notes thereto and the Unaudited Interim Combined Financial Statements and the Notes thereto. This MD&A is presented in the following sections:

• Spin-off from Trinity

• Executive Overview

• Results of Operations

• Liquidity and Capital Resources

• Contractual Obligations and Commercial Commitments

• Critical Accounting Policies and Estimates

• Recent Accounting Pronouncements

• Environmental Matters

• Legal Proceedings

Spin-off from Trinity

On December 12, 2017, Trinity announced its intention to separate its infrastructure-related businesses, which includes its construction products, energy equipment businesses and transportation products, from the rest of Trinity by means of a spin-off. The spin-off will create Arcosa, a separate, independent, publicly-traded company.

The spin-off will be in the form of a distribution of 100 percent of the shares of common stock of Arcosa, which will become an independent, publicly-traded company. The distribution is intended to be tax-free to Arcosa, Trinity and its United States stockholders. Trinity currently expects that the distribution will be in the fourth quarter of 2018. Completion of the transaction is subject to certain conditions, including that Trinity will have received (i) a private letter ruling from the IRS and (ii) an opinion of each of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Trinity, and KPMG, tax advisor to Trinity, substantially to the effect that, among other things, the distribution of shares of Arcosa, together with certain related transactions, will qualify as tax-free for United States federal income

63

tax purposes under Sections 368(a)(1)(D) and 355 of the Code, that Trinity will have received final approval of Trinity’s Board of Directors, that the NYSE, or a comparable public market, will have approved the listing of Arcosa’s common stock, subject to official notice of issuance and that the SEC will have declared effective the registration statement of which this information statement forms a part and that no stop order relating to such registration statement will be in effect. For a complete discussion of all of the conditions to the distribution, see the section entitled “The Separation and Distribution—Conditions to the Distribution”.

Arcosa’s historical combined financial statements have been prepared on a standalone basis and are derived from Trinity’s consolidated financial statements and accounting records. Therefore, these financial statements reflect, in conformity with accounting principles generally accepted in the United States, Arcosa’s financial position, results of operations, comprehensive income/loss, and cash flows as the business was historically operated as part of Trinity prior to the distribution. They may not be indicative of Arcosa’s future performance and do not necessarily reflect what Arcosa’s combined results of operations, financial condition, and cash flows would have been had Arcosa operated as an independent, publicly-traded company during the periods presented, particularly because Arcosa expects that changes will occur in Arcosa’s operating structure and its capitalization as a result of the spin-off from Trinity.

Arcosa’s Audited Annual Combined Statements of Comprehensive Income and Unaudited Interim Combined Statements of Comprehensive Income, include its direct expenses for cost of goods sold, sales and marketing, and distribution and administration as well as allocations of certain selling, engineering, and administrative expenses provided by Trinity to Arcosa and allocations of related assets, liabilities, and Parent’s investment, as applicable. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had Arcosa been an entity that operated independently of Parent. Related party allocations are further described in Note 2 “Relationship with Trinity and Related Entities” to the Audited Annual Combined Financial Statements and in Note 1, “Summary of Significant Accounting Policies” to the Unaudited Interim Combined Financial Statements. Arcosa expects that Trinity will continue to provide some of the services related to these general and administrative functions on a transitional basis for a fee following the spin-off. These services will be received under the transition services agreement described in “Certain Relationships and Related Transactions”.

Executive Overview

Our Business

Arcosa is a growth-oriented manufacturer and producer of infrastructure-related products with revenues and operating profit of $1.5 billion and $132 million, respectively, for the fiscal year ended December 31, 2017. Revenues and operating profit for the three months ended March 31, 2018 were $354.4 million and $31.2 million, respectively.

We provide critical products for a broad spectrum of markets throughout construction, energy, and transportation. We own businesses with well-established positions in attractive markets with favorable long-term demand drivers, which should provide us with compelling organic and acquisition opportunities.

We will operate in and report financial results for three segments: Construction Products, Energy Equipment, and Transportation Products.

Backlog Orders

As of December 31, 2017 and 2016, our backlog of firm orders was as follows:

	December 31, 2017		December 31, 2016
	(in millions)
Inland barges	$	98.2	$	120.0
Wind towers	$	780.8	$	1,148.4

Approximately 33 percent of our structural wind towers backlog is expected to be delivered during the year ending December 31, 2018 with the remainder to be delivered through 2020. Arcosa does not report backlog from its utility structures business because certain contracts contain partial order cancellation provisions. Substantially all our inland barge business backlog is expected to be delivered during the year ending December 31, 2018.

64

On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which provides common revenue recognition guidance for the United States generally accepted accounting principles. The primary impact to the adoption of ASU 2014-09 is a change in the timing of revenue recognition for our wind towers and certain utility structure product lines within our Energy Equipment Group. Previously, the Company recognized revenue when the product was delivered. Under ASU 2014-09, revenue is recognized over time as the products are manufactured. Revenue recognition policies in our other business segments remain substantially unchanged. Another impact of the adoption of ASU 2014-09 was redefining backlog from firm orders to unsatisfied performance obligations which is an estimate of revenue expected to be recognized in future periods from performance obligations that are unsatisfied or partially satisfied. The table below provides this information for unsatisfied performance obligations, or backlog, which include amounts that are not reasonably expected to be fulfilled within the current year. See Note 1. of the Notes to Unaudited Interim Combined Financial Statements included elsewhere in this information statement for further details.

Unsatisfied Performance Obligations (Backlog)

As of March 31, 2018 and 2017, our unsatisfied performance obligations, or backlog, were as follows:

	March 31, 2018		March 31, 2017
	(in millions)
Inland barges	$	124.5	$	109.9
Wind towers and utility structures	$	809.7	$	1,201.8

Approximately 41 percent of unsatisfied performance obligations for our wind towers and utility structures are expected to be delivered during the year ending December 31, 2018 with the remainder to be delivered through 2019-2020. Approximately 64 percent of unsatisfied performance obligations for barges in our Transportation Products Group are expected to be delivered during the year ending December 31, 2018 with the reminder to be delivered in 2019.

Business Strategy

Capitalize on favorable market conditions and market recoveries. The United States continues to experience economic growth, including an expansion in industrial production, which grew 1.6 percent in 2017 and averaged 3.9 percent year-over-year growth in the first quarter of 2018. Our businesses are well-positioned to take advantage of broad-based demand from the increase in industrial activity across North America.

The businesses in our Construction Products Group should benefit from multiple activities in the United States to replace its aging infrastructure. Additionally, the core Texas markets served by our natural aggregates operations continue to show strength and positive long-term demographics that support continued infrastructure investment.

In our Energy Equipment Group, the replacement of an aging power transmission infrastructure should provide growth opportunities for our utility structures business. This group will also benefit from growth in renewable power generation, which should require additional wind tower installations and transmission projects to connect to centers of demand. Additionally, we anticipate that growth in Mexico’s energy infrastructure should create opportunities to serve terminals that import and distribute petrochemicals and other liquids.

Since 2015, the markets served by our Transportation Products Group have been in a cyclical downturn due to weak demand conditions and an oversupply of inland barges and railcars in North America. This resulted in revenues for this group contracting from $978 million in 2015 to $363 million in 2017. While we do not expect an immediate recovery, we have continued to maintain profitability despite the steep drop in demand. As such, we believe we are well-positioned to benefit over the next several years as demand for our products in this segment recovers, the potentially early signs of which we are now experiencing.

Maintain dedicated customer focus. We believe that maintaining a close partnership with our customers allows us to effectively focus our efforts and respond to their changing demands at a global, regional and local level. Our customers operate in dynamic environments, and we continually partner with them to improve our products and services.

Leverage operational excellence expertise to achieve low-cost production and safe, sustainable operations. Our experienced leadership team has a track record of operational excellence and delivering attractive financial returns

65

through the cycle. Our corporate support functions will be designed to maintain robust levels of safety, quality, and compliance, while promoting a lean, decentralized operating model. We are focused on reducing our SE&A costs through process redesign and other cost reduction measures.

Drive growth through disciplined acquisitions and organic investments. Arcosa is expected to possess the balance sheet strength and capital allocation flexibility to pursue organic growth, as well as strategic acquisitions. We intend to pursue a disciplined growth strategy in our core infrastructure markets, capitalizing on the fragmented nature of many of the industries in which we operate. Additionally, by leveraging the central location of our operations in Mexico, we should be able to expand our footprint and product lines into other international geographies and markets.

Continually assess our portfolio to allocate capital towards the best opportunities. Following the spin-off, Arcosa will be positioned to focus attention on its distinct investment thesis. We will utilize a robust process to effectively identify and execute on organic and acquisition growth opportunities, and our organization will be structured so it can quickly and efficiently integrate new acquisitions.

Results of Operations

The following discussion of Arcosa’s results of operations should be read in connection with “Forward-Looking Statements” and “Risk Factors”. These items provide additional relevant information regarding the business of Arcosa, its strategy and various industry conditions which have a direct and significant impact on Arcosa’s results of operations, as well as the risks associated with Arcosa’s business.

Three Months Ended March 31, 2018 and 2017

Consolidated Results - Overall Summary

Revenues

	Three Months Ended March 31, 2018								Three Months Ended March 31, 2017
	Revenues								Revenues								Percent Change
	External		Intersegment			Total			External		Intersegment			Total
	($ in millions)
Construction Products Group	$	70.2	$	—		$	70.2		$	59.5	$	—		$	59.5			18.0	%
Energy Equipment Group		194.9		1.4			196.3			225.5		0.2			225.7			(13.0	)
Transportation Products Group		89.3		—			89.3			111.3		—			111.3			(19.8	)
Segment Totals before Eliminations		354.4		1.4			355.8			396.3		0.2			396.5			(10.3	)
Eliminations		—		(1.4	)		(1.4	)		—		(0.2	)		(0.2	)
Combined Total	$	354.4	$	—		$	354.4		$	396.3	$	—		$	396.3			(10.6	)

Our revenues for the three months ended March 31, 2018 decreased by 10.6 percent from the prior year period primarily as a result of reduced barge deliveries in our Transportation Products Group and lower wind tower shipments, partially offset by improved pricing and increased shipping volumes in our utility structures business in our Energy Equipment Group. Revenue in our Energy Equipment Group was also $18.0 million lower for the three months ended March 31, 2018 due to the required adoption of the new revenue accounting rules. See Note 1 of the Unaudited Interim Combined Financial Statements. Revenues from our Construction Products Group increased for the three months ended March 31, 2018 primarily due to higher volumes in our construction aggregates business and higher volumes in the Group’s other businesses primarily as a result of our trench shoring products acquisition in 2017.

66

Operating Costs

	Three Months Ended March 31,
	2018			2017
	(in millions)
Construction Products Group	$	57.8		$	47.3
Energy Equipment Group		178.8			202.6
Transportation Products Group		80.3			99.0
All Other		—			(0.1	)
Segment Totals before Eliminations and Corporate Expenses		316.9			348.8
Corporate		7.7			8.1
Eliminations		(1.4	)		(0.2	)
Combined Total	$	323.2		$	356.7

Operating costs for the three months ended March 31, 2018 decreased by 9.4 percent over the same period in 2017 primarily due to lower shipment levels in our Transportation Products and Energy Equipment Groups. The reduction in operating costs was partially offset by additional costs associated with aligning our production footprint with demand in several of our businesses.

Selling, engineering, and administrative expenses, including Corporate expenses, increased for the three months ended March 31, 2018, by 1.9 percent primarily due to increased compensation-related costs from the trench shoring products acquisition. As a percentage of revenue, selling, engineering, and administrative expenses were 10.6 percent for the three months ended March 31, 2018 as compared to 9.3 percent for the same period in 2017.

Operating Profit (Loss)

	Three Months Ended March 31,
	2018			2017
	(in millions)
Construction Products Group	$	12.4		$	12.2
Energy Equipment Group		17.5			23.1
Transportation Products Group		9.0			12.3
All Other		—			0.1
Segment Totals before Eliminations and Corporate Expenses		38.9			47.7
Corporate		(7.7	)		(8.1	)
Eliminations		—			—
Combined Total	$	31.2		$	39.6

Our operating profit for the three months ended March 31, 2018 decreased by 21.2 percent when compared to the same period in 2017 primarily as a result of lower shipment volumes in our Transportation Products and Energy Equipment Groups. Operating profit in our Energy Equipment Group was also $4.0 million lower for the three months ended March 31, 2018 due to the required adoption of the new revenue accounting rules. See Note 1 of the Unaudited Interim Combined Financial Statements. Operating profit in the Construction Products Group increased for the three months ended March 31, 2018 when compared to the same period in 2017 primarily due to higher volumes in our construction aggregates business and higher volumes in the Group’s other businesses as a result of the trench shoring products acquisition in 2017.

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

67

Other Income and Expense

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

	Three Months Ended March 31,
	2018		2017
	(in millions)
Foreign currency exchange transactions	$	1.0	$	1.3
Other		—		(0.1	)
Other, net	$	1.0	$	1.2

Income Taxes

The provision for income taxes results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory U.S. federal income tax rate and the Company’s effective income tax rate on income before income taxes:

	Three Months Ended March 31,
	2018			2017
Statutory rate		21.0	%		35.0	%
State taxes		2.9			2.9
Changes in valuation allowance and reserves		3.3			1.1
Other, net		(0.7	)		(0.5	)
Effective rate		26.5	%		38.5	%

The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 35.0 percent to 21.0 percent, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign-sourced earnings. In December 2017, we recorded a tax benefit after the initial assessment of the tax effects of the Act, and we will continue refining this amount throughout 2018. We are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of our deferred tax balance or give rise to new deferred tax amounts in future periods of 2018. The impact of the Act may differ from our estimate due to changes in the regulations, rulings, guidance, and interpretations issued by the IRS and the FASB as well as interpretations and assumptions made by the Company. The calculation of our estimated annual effective tax rate includes the estimated impact of provisions of the Act, such as interest limitations, and foreign limitations or inclusions. These estimates could change as additional information becomes available on these provisions of the Act.

See Note 8 “Income Taxes” of the Notes to the Unaudited Interim Combined Financial Statements for a further discussion of income taxes.

68

Construction Products Group

	Three Months Ended March 31,
	2018			2017			Percent Change
	($ in millions)
Revenues:
Construction aggregates	$	52.6		$	49.6			6.0	%
Other		17.6			9.9			77.8
Total revenues		70.2			59.5			18.0
Operating costs:
Cost of revenues		50.8			41.9			21.2
Selling, engineering, and administrative costs		7.0			5.4			29.6
Operating profit	$	12.4		$	12.2			1.6
Operating profit margin		17.7	%		20.5	%

Revenues and cost of revenues increased by 18.0 percent and 21.2 percent, respectively, for the three months ended March 31, 2018, when compared to the same period in 2017 primarily from higher volumes in our construction aggregates business and other businesses. Approximately 65 percent of the increase in revenues from other businesses and approximately 40 percent of the increase in segment cost of revenues was a result of our trench shoring products acquisition in the third quarter of 2017. Selling, engineering, and administrative costs increased by 29.6 percent for the three months ended March 31, 2018, compared to the same period in 2017, approximately 30 percent of which related to increased compensation-related costs from the trench shoring products acquisition.

Energy Equipment Group

	Three Months Ended March 31,
	2018			2017			Percent Change
	($ in millions)
Revenues:
Wind towers and utility structures	$	147.5		$	180.8			(18.4	)%
Other		48.8			44.9			8.7
Total revenues		196.3			225.7			(13.0	)
Operating costs:
Cost of revenues		161.5			184.8			(12.6	)
Selling, engineering, and administrative costs		17.3			17.8			(2.8	)
Operating profit	$	17.5		$	23.1			(24.2	)
Operating profit margin		8.9	%		10.2	%

Revenues for the three months ended March 31, 2018 decreased by 13.0 percent when compared to the same period in 2017. Revenues from our wind towers and utility structures product lines decreased by 18.4 percent, driven by an approximately 40 percent decrease in revenues in our wind towers business primarily due to reduced volumes, partially offset by an approximately 20 percent increase in revenues in our utility structures product lines due to improved pricing and volume. Revenues from other product lines increased by 8.7 percent as a result of increased shipping volumes. Cost of revenues decreased by 12.6 percent for the three months ended March 31, 2018 compared to 2017, in line with reduced shipping volumes. Selling, engineering, and administrative costs decreased by 2.8 percent for the three months ended March 31, 2018 compared to the same period in 2017. Revenue and operating profit was also lower by $18.0 million and $4.0 million, respectively, for the three months ended March 31, 2018 due to the required adoption of new revenue accounting rules. See Note 1 of the Unaudited Interim Combined Financial Statements for further information regarding this accounting change.

The backlog for wind towers and utility structures was $809.7 million and $1.2 billion at March 31, 2018 and 2017, respectively.

69

Transportation Products Group

	Three Months Ended March 31,
	2018			2017			Percent Change
	($ in millions)
Revenues:
Inland barges	$	30.8		$	62.7			(50.9	)%
Steel components		58.5			48.6			20.4
Total revenues		89.3			111.3			(19.8	)
Operating costs:
Cost of revenues		74.7			93.3			(19.9	)
Selling, engineering, and administrative costs		5.6			5.7			(1.8	)
Operating profit	$	9.0		$	12.3			(26.8	)
Operating profit margin		10.1	%		11.1	%

Revenues and cost of revenues decreased for the three months ended March 31, 2018 by 19.8 percent and 19.9 percent, respectively, compared to the same period in 2017 primarily from lower barge deliveries. Selling, engineering, and administrative costs decreased for the three months ended March 31, 2018 compared to the same period in 2017.

As of March 31, 2018, the backlog for the Transportation Products Group was $124.5 million compared to $109.9 million as of March 31, 2017.

Corporate

	Three Months Ended March 31,
	2018		2017		Percent Change
	($ in millions)
Corporate overhead costs	$	7.7	$	8.1		(4.9	)%

Corporate overhead costs consist of costs not previously allocated to Trinity's business units and have been allocated to Arcosa based on an analysis of each cost function and the relative benefits received by Arcosa for each of the periods using methods management believes are consistent and reasonable.

The decrease in corporate overhead costs for the three months ended March 31, 2018 compared to 2017 is primarily due to lower compensation-related expenses.

Years Ended December 31, 2017, 2016, and 2015

Consolidated Results - Overall Summary

Revenues

	Year Ended December 31, 2017
	Revenues								Percent Change 2017 versus 2016
	External		Intersegment			Total
	($ in millions)
Construction Products Group	$	258.9	$	—		$	258.9			2.8	%
Energy Equipment Group		840.2		3.9			844.1			2.0
Transportation Products Group		363.3		—			363.3			(42.1	)
Segment Totals before Eliminations		1,462.4		3.9			1,466.3			(14.1	)
Eliminations		—		(3.9	)		(3.9	)
Combined Total	$	1,462.4	$	—		$	1,462.4			(14.2	)

70

	Year Ended December 31, 2016
	Revenues								Percent Change 2016 versus 2015
	External		Intersegment			Total
	($ in millions)
Construction Products Group	$	251.9	$	—		$	251.9			5.0	%
Energy Equipment Group		824.6		2.8			827.4			(10.9	)
Transportation Products Group		627.5		—			627.5			(35.8	)
Segment Totals before Eliminations		1,704.0		2.8			1,706.8			(20.5	)
Eliminations		—		(2.8	)		(2.8	)
Combined Total	$	1,704.0	$	—		$	1,704.0			(20.4	)

	Year Ended December 31, 2015
	Revenues
	External		Intersegment			Total
	($ in millions)
Construction Products Group	$	239.9	$	—		$	239.9
Energy Equipment Group		922.6		6.2			928.8
Transportation Products Group		977.9		—			977.9
Segment Totals before Eliminations		2,140.4		6.2			2,146.6
Eliminations		—		(6.2	)		(6.2	)
Combined Total	$	2,140.4	$	—		$	2,140.4

Our revenues for the year ended December 31, 2017, decreased by 14.2 percent from the previous year primarily as a result of reduced volumes in our Transportation Products Group. Revenues from our Construction Products Group increased for the year ended December 31, 2017 primarily as a result of an acquisition in our trench shoring products business partially offset by lower volumes in the construction aggregates business. In our Energy Equipment Group, revenues increased primarily as a result of an increase in revenues from our utility structures business partially offset by lower delivery volumes in our wind towers business.

Our revenues for the year ended December 31, 2016, decreased by 20.4 percent from the previous year primarily as a result of lower barge shipments and product mix changes in our Transportation Products Group. In our Energy Equipment Group, lower volumes in our utility structures business and other product lines were partially offset by higher volumes in our structural wind towers business. Revenues from our Construction Products Group increased primarily due higher volumes in our construction aggregates business.

Operating Costs

Operating costs are comprised of cost of revenues; selling, engineering, and administrative costs; and gains or losses on property disposals.

	Year Ended December 31,
	2017			2016			2015
	(in millions)
Construction Products Group	$	205.2		$	192.6		$	189.5
Energy Equipment Group		765.7			739.7			920.4
Transportation Products Group		324.3			540.2			780.2
All Other		0.1			2.1			(0.7	)
Segment Totals before Eliminations and Corporate Expenses		1,295.3			1,474.6			1,889.4
Corporate		39.3			31.4			39.6
Eliminations		(3.9	)		(2.8	)		(6.4	)
Combined Total	$	1,330.7		$	1,503.2		$	1,922.6

Operating costs for the year ended December 31, 2017 decreased by 11.5 percent over the previous year primarily due to lower shipment levels in our Transportation Products Group. The reduction in operating costs was partially offset by additional costs associated with aligning our production footprint with demand in several of our businesses.

71

Selling, engineering, and administrative expenses for the year ended December 31, 2017, increased by 10.7 percent primarily due to higher performance-related compensation.

Operating costs for the year ended December 31, 2016 decreased by 21.8 percent over the previous year primarily due to lower shipment levels in our Transportation Products Group. Operating costs in our Energy Equipment Group decreased over the prior year primarily due to lower volumes in our utility structures and other businesses combined with a goodwill impairment charge of $89.5 million that was recorded for the year ended December 31, 2015. See Note 7 “Goodwill” of the Notes to the Audited Annual Combined Financial Statements. Selling, engineering, and administrative expenses decreased for the year ended December 31, 2016, by 15.1 percent primarily due to lower compensation expenses.

Operating Profit (Loss)

	Year Ended December 31,
	2017			2016			2015
	(in millions)
Construction Products Group	$	53.7		$	59.3		$	50.4
Energy Equipment Group		78.4			87.7			8.4
Transportation Products Group		39.0			87.3			197.7
All Other		(0.1	)		(2.1	)		0.7
Segment Totals before Eliminations and Corporate Expenses		171.0			232.2			257.2
Corporate		(39.3	)		(31.4	)		(39.6	)
Eliminations — Other		—			—			0.2
Combined Total	$	131.7		$	200.8		$	217.8

Our operating profit for the year ended December 31, 2017 decreased by 34.4 percent when compared to the prior year period primarily as a result of lower shipment levels in our Transportation Products Group. Operating profit in the Construction Products Group decreased for the year ended December 31, 2017 when compared to the prior year primarily due to lower volumes in our construction aggregates business partially offset by higher volumes in the Group’s other businesses as a result of the trench shoring products acquisition. Operating profit in our Energy Equipment Group decreased for the year ended December 31, 2017 when compared to the prior year as a result of lower delivery volumes in our wind towers business partially offset by an increase in revenues from our utility structures product line and other businesses.

Our operating profit for the year ended December 31, 2016 decreased by 7.8 percent primarily as a result of lower shipment volumes in our Transportation Products Group. Operating profit was affected by additional costs associated with aligning our production footprint with demand in several of our business groups. Operating profit in the Construction Products Group increased when compared to the prior year primarily due to lower selling, engineering, and administrative costs and higher volumes in our construction aggregates business. Operating profit in our Energy Equipment Group increased when compared to the prior year as a result of a goodwill impairment charge of $89.5 million that was recorded for the year ended December 31, 2015. See Note 7 “Goodwill” of the Notes to the Audited Annual Combined Financial Statements.

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

72

Other Income and Expense

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

	Year Ended December 31,
	2017			2016			2015
	(in millions)
Interest expense	$	—		$	—		$	0.4
Interest income		(0.1	)		(0.1	)		(0.5	)
Foreign currency exchange transactions		2.2			4.8			(2.3	)
Other		(0.5	)		(1.1	)		1.0
Other, net	$	1.6		$	3.6		$	(1.4	)

Income Taxes

The provision for income taxes results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory U.S. federal income tax rate and the Company’s effective income tax rate on income before income taxes:

	Year Ended December 31,
	2017			2016			2015
Statutory rate		35.0	%		35.0	%		35.0	%
Effect of Tax Cuts and Jobs Act		(5.0	)		—			—
Goodwill impairment		—			—			1.2
State taxes		2.5			1.7			2.7
Domestic production activities deduction		(2.1	)		(2.1	)		(3.4	)
Equity compensation		0.2			—			—
Changes in valuation allowances and reserves		2.2			1.1			1.0
Other, net		(1.7	)		1.9			1.9
Effective rate		31.1	%		37.6	%		38.4	%

The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 35 percent to 21 percent, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign-sourced earnings. As of December 31, 2017, we have completed an initial assessment of the tax effects of the Act, and have made a reasonable estimate of the effects on our existing deferred tax balances. We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to impact future tax returns. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts resulting in adjustments in future periods in 2018. The impact of the Act may differ from our estimate due to changes in the regulations, rulings, guidance, and interpretations issued by the IRS and the FASB as well as interpretations and assumptions made by the Company. For the items for which we were able to determine a reasonable estimate, we recognized a provisional net benefit of $6.2 million for the year ended December 31, 2017, which is included as a component of income tax expense.

Income (loss) before income taxes for the years ended December 31, 2017, 2016, and 2015 was $139.9 million, $205.7 million, and $237.0 million, respectively, for U.S. operations, and $(9.8) million, $(8.5) million, and $(17.8) million, respectively, for foreign operations, principally in Mexico and Canada. The Company provides deferred income taxes on the unrepatriated earnings of its foreign operations where it results in a deferred tax liability.

At December 31, 2017, the Company had no federal consolidated net operating loss carryforwards and $1.7 million of tax-effected state loss carryforwards remaining. In addition, the Company had $4.4 million of foreign net operating loss carryforwards that will begin to expire in the year 2034. We have established a valuation allowance for state and foreign tax operating losses and credits that we have estimated may not be realizable.

See Note 10 “Income Taxes” of the Notes to the Audited Annual Combined Financial Statements for a further discussion of income taxes.

73

Construction Products Group

	Year Ended December 31,									Percent Change
	2017			2016			2015			2017 versus 2016			2016 versus 2015
	($ in millions)
Revenues:
Construction aggregates	$	204.9		$	213.4		$	192.0			(4.0	)%		11.1	%
Other		54.0			38.5			47.9			40.3			(19.6	)
Total revenues		258.9			251.9			239.9			2.8			5.0
Operating costs:
Cost of revenues		178.6			170.8			166.4			4.6			2.6
Selling, engineering, and administrative costs		26.6			21.8			23.1			22.0			(5.6	)
Operating profit	$	53.7		$	59.3		$	50.4			(9.4	)		17.7
Operating profit margin		20.7	%		23.5	%		21.0	%

Revenues and cost of revenues increased by 2.8 percent and 4.6 percent, respectively, for the year ended December 31, 2017, when compared to the same period in 2016. Approximately 65 percent of the increase in revenues from other businesses and substantially all of the increase in segment cost of revenues was a result of our trench shoring products acquisition in the third quarter of 2017. The decrease in revenues in our construction aggregates business was primarily due to lower volumes. Selling, engineering, and administrative costs increased by 22.0 percent for the year ended December 31, 2017 compared to the same period in 2016 approximately 30 percent of which related to increased compensation-related costs from the newly acquired shoring business and approximately 65 percent of which related to increased compensation-related costs of existing businesses.

Revenues and cost of revenues increased by 5.0 percent and 2.6 percent, respectively, for the year ended December 31, 2016, when compared to the same period in 2015. The increase in revenues and cost of revenues resulted primarily from an approximately 5 percent increase in volumes in our construction aggregates business, partially offset by an approximately 20 percent decrease in sales in our shoring business, primarily attributable to reduced volume. Selling, engineering, and administrative costs decreased by 5.6 percent, for the year ended December 31, 2016 compared to the same period in 2015. The decrease for the year ended December 31, 2016 was primarily due to lower compensation-related expenses.

Energy Equipment Group

	Year Ended December 31,									Percent Change
	2017			2016			2015			2017 versus 2016			2016 versus 2015
	($ in millions)
Revenues:
Wind towers and utility structures	$	652.1		$	641.1		$	611.8			1.7	%		4.8	%
Other		192.0			186.3			317.0			3.1			(41.2	)
Total revenues		844.1			827.4			928.8			2.0			(10.9	)
Operating costs:
Cost of revenues		691.7			670.3			751.8			3.2			(10.8	)
Selling, engineering, and administrative costs		74.0			69.4			79.1			6.6			(12.3	)
Goodwill impairment		—			—			89.5
Operating profit	$	78.4		$	87.7		$	8.4			(10.6	)		944.0
Operating profit margin		9.3	%		10.6	%		0.9	%

Revenues for the year ended December 31, 2017 increased by 2.0 percent compared to the same period in 2016. Revenues from our wind towers and utility structures product lines increased by 1.7 percent for the year ended December 31, 2017 driven by an approximately 10 percent increase in revenues in our utility structures product line due largely to improved pricing, partially offset by an approximately 5 percent decrease in revenues in our wind towers product line due to lower shipping volumes and pricing. Revenues from other product lines for the year ended December 31, 2017 increased by 3.1 percent when compared to 2016 as a result of increased shipping volumes. Other revenues include results primarily from our storage and distribution containers product lines. Cost of revenues increased by 3.2 percent for the year ended December 31, 2017, compared to 2016, due to higher volumes in our

74

utility structures and other product lines. Selling, engineering, and administrative costs increased by 6.6 percent for the year ended December 31, 2017 approximately 60 percent of which related to increased bad debt expense primarily related to a single customer and approximately 20 percent of which related to increased compensation-related expenses.

Revenues for the year ended December 31, 2016 decreased by 10.9 percent compared to the same period in 2015. Revenues from our wind towers and utility structures product lines increased by 4.8 percent for the year ended December 31, 2016 driven by an approximately 40 percent increase in revenues in our structural wind towers business primarily related to increased volumes, partially offset by an approximately 25 percent decrease in revenues in our other utility structures product line primarily due to decreased volumes. Revenues from other product lines for the year ended December 31, 2016 decreased by 41.2 percent when compared to 2015 primarily as a result of decreases in shipment volumes. Other revenues include results primarily from our storage and distribution containers product lines. Similarly, cost of revenues decreased by 10.8 percent for the year ended December 31, 2016 compared to 2015 due to lower volumes in our utility structures and other product lines, partially offset by increased volumes in our structural wind towers business. Selling, engineering, and administrative costs decreased by 12.3 percent for the year ended December 31, 2016, approximately 50 percent of which was due to decreased compensation-related expenses and approximately 25 percent of which related to lower professional service expenses.

Arcosa’s goodwill was tested for impairment at the reporting unit level based on the businesses being included in Arcosa for each of the three years in the period ended December 31, 2017. Accordingly, we determined that the goodwill associated with certain operations included in the Energy Equipment Group was impaired in its entirety and recorded an impairment charge of $89.5 million for the year ended December 31, 2015. See Note 7 “Goodwill” of the Notes to the Audited Annual Combined Financial Statements.

As of December 31, 2017, the backlog for structural wind towers was $780.8 million compared to $1,148.4 million as of December 31, 2016. Approximately 33 percent of our structural wind towers backlog is expected to be delivered during the year ending December 31, 2018 with the remainder to be delivered through 2020. See Note 5 of the Notes to the Audited Annual Combined Financial Statements for additional information about a significant customer in the Energy Equipment Group.

Transportation Products Group

	Year Ended December 31,									Percent Change
	2017			2016			2015			2017 versus 2016			2016 versus 2015
	($ in millions)
Revenues:
Inland barges	$	157.9		$	403.1		$	652.9			(60.8	)%		(38.3	)%
Steel components		205.4			224.4			325.0			(8.5	)		(31.0	)
Total revenues		363.3			627.5			977.9			(42.1	)		(35.8	)
Operating costs:
Cost of revenues		301.2			515.5			748.5			(41.6	)		(31.1	)
Selling, engineering, and administrative costs		23.1			24.7			31.7			(6.5	)		(22.1	)
Operating profit	$	39.0		$	87.3		$	197.7			(55.3	)		(55.8	)
Operating profit margin		10.7	%		13.9	%		20.2	%

Revenues and cost of revenues decreased for the year ended December 31, 2017 by 42.1 percent and 41.6 percent, respectively, compared to the same period in 2016 primarily from lower barge deliveries and steel component deliveries. Selling, engineering, and administrative costs decreased for the year ended December 31, 2017 compared to the same period in 2016.

Revenues decreased for the year ended December 31, 2016 by 35.8 percent compared to the same period in 2015 primarily due to lower barge deliveries, as well as lower steel component deliveries. Cost of revenues decreased by 31.1 percent for the year ended December 31, 2016, when compared to the same period in 2015 due to lower volumes in these businesses. Selling, engineering, and administrative costs decreased for the year ended December 31, 2016 compared to the same period in 2015 due to lower compensation-related expenses.

As of December 31, 2017, the backlog for the inland barge business was $98.2 million compared to $120.0 million as of December 31, 2016.

75

Corporate

	Year Ended December 31,						Percent Change
	2017		2016		2015		2017 versus 2016			2016 versus 2015
	($ in millions)
Corporate overhead costs	$	39.3	$	31.4	$	39.6		25.2	%		(20.7	)%

Corporate overhead costs consist of costs not previously allocated to Trinity’s business units and have been allocated to Arcosa based on an analysis of each cost function and the relative benefits received by Arcosa for each of the periods using methods management believes are consistent and reasonable. See Note 2 of the Notes to the Audited Annual Combined Financial Statements for further information.

The increase in corporate overhead costs for the year ended December 31, 2017 compared to 2016 is primarily due to higher corporate level infrastructure costs and performance-based compensation-related expenses.

The decrease in corporate overhead costs for the year ended December 31, 2016 compared to 2015 is primarily due to lower compensation-related expenses.

Liquidity and Capital Resources

Overview of Capital Structure

We intend to enter into certain financing arrangements prior to or concurrently with the spin-off. A description of such financing arrangements will be included in an amendment to the registration statement of which this information statement is a part.

Arcosa’s liquidity requirements are primarily to fund our business operations, including capital expenditures and working capital requirements, operational restructuring activities, and to meet planned debt service requirements. Our primary sources of liquidity are cash flows from operations, our existing cash balance and, as necessary, borrowings under planned credit facilities and issuance of long-term debt. To the extent we generate discretionary cash flow we may consider using this additional cash flow to optionally prepay planned indebtedness, undertake new capital investment projects, execute strategic acquisitions, return capital to stockholders, or for general corporate purposes.

Cash Flows

Three Months Ended March 31, 2018 and 2017

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2018 and March 31, 2017:

	Three Months Ended March 31,
	2018			2017
	(in millions)
Total cash provided by (required by):
Operating activities	$	89.6		$	64.5
Investing activities		(31.9	)		(17.1	)
Financing activities		(57.8	)		(50.9	)
Net increase (decrease) in cash and cash equivalents	$	(0.1	)	$	(3.5	)

Operating Activities. Net cash provided by operating activities for the three months ended March 31, 2018 was $89.6 million compared to net cash provided by operating activities of $64.5 million for the three months ended March 31, 2017. Cash flow provided by operating activities increased primarily due to lower inventories and receivables.

Receivables at March 31, 2018 decreased by $35.5 million or 21.5 percent since December 31, 2017 primarily due to lower trade receivables in our Energy Equipment Group. Raw materials inventory at March 31, 2018 decreased by $8.1 million or 8.9 percent while work in process inventory decreased by $16.5 million or 35.0 percent. Finished goods inventory decreased by $18.0 million or 16.6 percent since December 31, 2017. Accounts payable decreased by $0.3 million, while accrued liabilities decreased by $6.2 million from December 31, 2017. We continually review

76

reserves related to collectibility as well as the adequacy of lower of cost or net realizable value with regard to accounts receivable and inventory. Certain amounts above may not be able to be recalculated from the information provided in the Unaudited Interim Combined Balance Sheets due to, among others, the adoption of new accounting standards and the impact of acquisitions.

Investing Activities. Net cash required by investing activities for the three months ended March 31, 2018 was $31.9 million compared to $17.1 million for the three months ended March 31, 2017. Capital expenditures for the three months ended March 31, 2018 were $7.6 million. This compares to $18.1 million of capital expenditures for the same period last year. Proceeds from the sale of property, plant, and equipment and other assets totaled $0.7 million for the three months ended March 31, 2018. This compares to $1.0 million for the same period in 2017. Net cash required related to acquisitions amounted to $25.0 million for the three months ended March 31, 2018. There was no divestiture activity for the three months ended March 31, 2018. There was no acquisition or divestiture activity for the three months ended March 31, 2017.

Financing Activities. Net cash required by financing activities during the three months ended March 31, 2018 was $57.8 million compared to $50.9 million of cash required by financing activities for the same period in 2017. Net transfers to Trinity totaled $54.8 million for the three months ended March 31, 2018 compared with $50.9 million for the three months ended March 31, 2017.

Years Ended December 31, 2017, 2016 and 2015

The following table summarizes our cash flows from operating investing and financing activities for each of the last three years:

	Year Ended December 31,
	2017			2016			2015
	(in millions)
Total cash provided by (required by):
Operating activities	$	162.0		$	227.8		$	293.2
Investing activities		(126.4	)		(79.8	)		(130.8	)
Financing activities		(42.8	)		(144.2	)		(194.3	)
Net increase (decrease) in cash and cash equivalents	$	(7.2	)	$	3.8		$	(31.9	)

2017 compared with 2016

Operating Activities. Net cash provided by operating activities for the year ended December 31, 2017 was $162.0 million compared to net cash provided by operating activities of $227.8 million for the year ended December 31, 2016. Cash flow provided by operating activities decreased primarily due to lower operating profit.

Receivables at December 31, 2017 increased by $26.4 million or 19.9 percent from December 31, 2016. Raw materials inventory at December 31, 2017 decreased by $2.5 million or 2.7 percent since December 31, 2016 while work in process inventory decreased by $16.5 million or 25.9 percent. Finished goods inventory increased by $2.1 million or 2.0 percent since December 31, 2016. Accounts payable increased by $7.1 million, while accrued liabilities decreased by $4.9 million from December 31, 2016. We continually review reserves related to collectability as well as the adequacy of lower of cost or net realizable value with regard to accounts receivable and inventory. Certain amounts above may not be able to be recalculated from the information provided in the Audited Annual Combined Balance Sheets due to, among others, the impact of acquisitions.

Investing Activities. Net cash required by investing activities for the year ended December 31, 2017 was $126.4 million compared to $79.8 million for the year ended December 31, 2016. Capital expenditures for the year ended December 31, 2017 were $82.4 million. This compares to $84.8 million of capital expenditures for the same period last year. Proceeds from the sale of property, plant, and equipment and other assets totaled $3.5 million for the year ended December 31, 2017 compared to $5.0 million for the same period in 2016. Net cash required related to acquisitions amounted to $47.5 million for the year ended December 31, 2017. There was no divestiture activity for the year ended December 31, 2017. There was no acquisition or divestiture activity for the year ended December 31, 2016.

Financing Activities. Net cash required by financing activities during the year ended December 31, 2017 was $42.8 million compared to $144.2 million of net cash required by financing activities for the same period in 2016.

77

During the year ended December 31, 2017, we borrowed $0.6 million and retired $0.1 million in debt. During the year ended December 31, 2016, we retired $0.5 million in debt as scheduled. Net transfers to Trinity totaled $43.0 million for the year ended December 31, 2017 compared with $141.7 million for the year ended December 31, 2016.

2016 compared with 2015

Operating Activities. Net cash provided by operating activities for the year ended December 31, 2016 was $227.8 million compared to net cash provided by operating activities of $293.2 million for the same period in 2015. Cash flow provided by operating activities decreased primarily due to lower revenues and a related decrease in operating profit.

Receivables at December 31, 2016 increased by $0.3 million or 0.2 percent from December 31, 2015. Raw materials inventory at December 31, 2016 decreased by $26.4 million or 22.0 percent since December 31, 2015. At December 31, 2016, work in process inventory decreased by $6.4 million or 9.1 percent while finished goods inventory decreased by $23.5 million or 18.1 percent since December 31, 2015. Accounts payable decreased by $20.5 million as a result of lower inventory levels, while accrued liabilities decreased by $29.0 million from December 31, 2015.

Investing Activities. Net cash required by investing activities for the year ended December 31, 2016 was $79.8 million compared to $130.8 million for the year ended December 31, 2015. Capital expenditures for the year ended December 31, 2016 were $84.8 million. This compares to $88.8 million of capital expenditures for the same period in 2015. Proceeds from the sale of property, plant, and equipment and other assets totaled $5.0 million for the year ended December 31, 2016 compared to $4.2 million for the year ended December 31, 2015. There was no acquisition or divestiture activity for the year ended December 31, 2016. Net cash required related to acquisitions amounted to $46.2 million for the year ended December 31, 2015. There was no divestiture activity for the year ended December 31, 2015.

Financing Activities. Net cash required by financing activities during the year ended December 31, 2016 was $144.2 million compared to $194.3 million of net cash required by financing activities for the same period in 2015. During the year ended December 31, 2016 and 2015, we retired $0.5 million and $0.2 million in debt as scheduled. Net transfers to Trinity totaled $141.7 million for the year ended December 31, 2016 compared with $194.1 million for the year ended December 31, 2015.

Off Balance Sheet Arrangements

We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations and Commercial Commitments

As of December 31, 2017, we had the following contractual obligations and commercial commitments:

			Payments Due by Period
Contractual Obligations and Commercial Commitments	Total		1 Year or Less		2-3 Years		4-5 Years		After 5 Years
	(in millions)
Debt	$	0.5	$	0.1	$	0.3	$	0.1	$	—
Operating leases		21.8		7.7		9.9		2.4		1.8
Obligations for purchase of goods and services		114.4		91.1		13.1		10.2		—
Other		3.7		3.2		0.3		0.2		—
Total	$	140.4	$	102.1	$	23.6	$	12.9	$	1.8

As of December 31, 2017, we had $2.2 million of tax liabilities, including interest and penalties, related to uncertain tax positions. Because of the high degree of uncertainty regarding the timing of future cash outflows associated with these liabilities, we are unable to estimate the years in which settlement will occur with the respective taxing authorities. See Note 10 of the Notes to the Audited Annual Combined Financial Statements.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our combined financial statements, which have been prepared in accordance with accounting principles generally accepted in the

78

United States. The preparation of these combined financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to bad debts, inventories, property, plant, and equipment, goodwill, income taxes, warranty obligations, insurance, restructuring costs, contingencies, and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our combined financial statements.

Revenue Recognition

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

Construction Products Group

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

Energy Equipment Group

Within the Energy Equipment Group, revenue is recognized for our wind tower and certain utility structure product lines over time as the products are manufactured using an input approach based on the costs incurred relative to the total estimated costs of production. We recognize revenue over time for these products as they are highly customized to the needs of an individual customer resulting in no alternative use to the Company if not purchased by the customer after the contract is executed, and we have the right to bill the customer for our work performed to date plus at least a reasonable profit margin for work performed. For all other products, revenue is recognized when the customer has accepted the product and legal title of the product has passed to the customer.

Transportation Products Group

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

Inventory

We state our inventories at the lower of cost or net realizable value in accordance with Accounting Standards Update 2015-11 (“ASU 2015-11”) which became effective for public companies during interim and annual reporting periods beginning after December 15, 2016. The adoption of this standard had no impact on any periods presented herein. Our policy related to excess and obsolete inventory requires an analysis of inventory at the business unit level on a quarterly basis and the recording of any required adjustments. In assessing the ultimate realization of inventories, we are required to make judgments as to future demand requirements and compare that with the current or committed inventory levels. It is possible that changes in required inventory reserves may occur in the future due to then current market conditions.

Long-lived Assets

We periodically evaluate the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired only when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value.

79

Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced by the estimated cost to dispose of the assets.

Goodwill

Goodwill is required to be tested for impairment annually, or on an interim basis, whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The quantitative goodwill impairment test is a two-step process with step one requiring the comparison of the reporting unit’s estimated fair value with the carrying amount of its net assets. If necessary, step two of the impairment test determines the amount of goodwill impairment to be recorded when the reporting unit’s recorded net assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions, consisting of level three inputs, related to revenue and operating profit growth, discount rates, and exit multiples.

Arcosa’s goodwill was tested for impairment at the reporting unit level based on the businesses being included in Arcosa for each of the five years in the period ended December 31, 2017. Accordingly, we determined that the goodwill associated with certain operations included in the Energy Equipment Group was impaired in its entirety and recorded an impairment charge of $89.5 million for the year ended December 31, 2015. See Note 7 of the Notes to the Audited Annual Combined Financial Statements. No other reporting units were evaluated as at risk of failing the first step of the goodwill impairment test. A reporting unit is considered to be at risk if its estimated fair value does not exceed the carrying value of its net assets by 10 percent or more. See Note 3 and Note 7 of the Notes to the Audited Annual Combined Financial Statements for further explanation.

Given the uncertainties of the economy and its potential impact on our businesses, there can be no assurance that our estimates and assumptions regarding the fair value of our reporting units, made for the purposes of the long-lived asset and goodwill impairment tests, will prove to be accurate predictions of the future. If our assumptions regarding forecasted cash flows are not achieved, it is possible that impairments of remaining goodwill and long-lived assets may be required.

Warranties

The Company provides various express, limited product warranties that generally range from one to five years depending on the product. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical, accepted claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assesses the adequacy of the resulting reserves on a quarterly basis.

Insurance

We are effectively self-insured for workers’ compensation claims. A third-party administrator processes all such claims. We accrue our workers’ compensation liability based upon independent actuarial studies. To the extent actuarial assumptions change and claims experience rates differ from historical rates, our liability may change.

Contingencies and Litigation

The Company is involved in claims and lawsuits incidental to our business. Based on information currently available with respect to such claims and lawsuits, including information on claims and lawsuits as to which the Company is aware but for which the Company has not been served with legal process, it is management’s opinion that the ultimate outcome of all such claims and litigation, including settlements, in the aggregate will not have a material adverse effect on the Company’s financial condition for purposes of financial reporting. However, resolution of certain claims or lawsuits by settlement or otherwise, could impact the operating results of the reporting period in which such resolution occurs.

Environmental

We are involved in various proceedings related to environmental matters. We have provided reserves to cover probable and estimable liabilities with respect to such proceedings, taking into account currently available information and our contractual recourse. However, estimates of future response costs are necessarily imprecise. Accordingly, there can be no assurance that we will not become involved in future environmental litigation or other proceedings or, if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us.

80

Income Taxes

Income taxes as presented herein attribute current and deferred income taxes of Trinity to Arcosa’s standalone financial statements in a manner that is systematic, rational, and consistent with the asset and liability method prescribed by the Accounting Standards Codification Topic 740 — Income Taxes (“ASC 740”). Accordingly, Arcosa’s income tax provision has been prepared following the separate return method. The separate return method applies ASC 740 to the standalone financial statements of each member of the consolidated group as if the group member were a separate taxpayer and a standalone enterprise. As a result, actual tax transactions included in the consolidated financial statements of Trinity may not be included in the separate combined financial statements of Arcosa. Similarly, the tax treatment of certain items reflected in the separate combined financial statements of Arcosa may not be reflected in the consolidated financial statements and tax returns of Trinity; therefore, such items as net operating losses, credit carryforwards, and valuation allowances may exist in the standalone financial statements that may or may not exist in Trinity’s consolidated financial statements.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and other tax attributes using currently enacted tax rates. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. Management is required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted law and tax rates for the appropriate tax jurisdictions to determine the amount of such deferred tax assets and liabilities. Changes in the calculated deferred tax assets and liabilities may occur in certain circumstances, including statutory income tax rate changes, statutory tax law changes, or changes in the structure or tax status of the Company. The Company assesses whether a valuation allowance should be established against its deferred tax assets based on consideration of all available evidence, both positive and negative, using a more likely than not standard. This assessment considers, among other matters, the nature, frequency and severity of recent losses; a forecast of future profitability; the duration of statutory carryback and carryforward periods; the Company’s experience with tax attributes expiring unused; and tax planning alternatives.

At December 31, 2017, the Company had no federal consolidated net operating loss carryforwards and $1.7 million of tax-effected state loss carryforwards remaining. In addition, the Company had $4.4 million of foreign net operating loss carryforwards that will begin to expire in the year 2034. We have established a valuation allowance for state and foreign tax operating losses and credits that we have estimated may not be realizable.

At times, we may claim tax benefits that may be challenged by a tax authority. We recognize tax benefits only for tax positions more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in our tax returns that do not meet these recognition and measurement standards.

The Act was enacted on December 22, 2017. The Act reduces the United States federal corporate income tax rate from 35 percent to 21 percent, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign-sourced earnings. As of December 31, 2017, we have completed an initial assessment of the tax effects of the Act, and have made a reasonable estimate of the effects on our existing deferred tax balances. We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to impact future tax returns. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts resulting in adjustments in future periods in 2018. The impact of the Act may differ from our estimate due to changes in the regulations, rulings, guidance, and interpretations issued by the IRS and FASB as well as interpretations and assumptions made by the Company. For the items for which we were able to determine a reasonable estimate, we recognized a provisional net Federal benefit of $6.2 million for the year ended December 31, 2017, which is included as a component of income tax expense.

Recent Accounting Pronouncements

See Note 3 of the Notes to the Audited Annual Combined Financial Statements and Note 1 of the Notes to the Unaudited Interim Combined Financial Statements for information about recent accounting pronouncements.

81

Environmental Matters

We are subject to certain, comprehensive federal, state, local, and foreign environmental laws and regulations relating to our businesses and the release or discharge of materials into the environment; the management, use, processing, handling, recycling, storage, transport and transport arrangement and disposal of hazardous and non-hazardous waste and materials; and other activities relating to the protection of human health, natural resources, and the environment.

Environmental operating permits are, or may be, required for our operations under these laws and regulations. These operating permits are subject to modification, renewal, and revocation. We regularly monitor and review our operations, procedures, and policies for compliance with our operating permits and related laws and regulations. We believe that our operations and facilities, whether owned, managed or leased, are in substantial compliance with applicable environmental laws and regulations and that any non-compliance is not likely to have a material adverse effect on our operations or financial condition.

Legal Proceedings

Arcosa is, from time to time, subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of Arcosa that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations or cash flows of Arcosa. See Note 13 of the Notes to the Audited Annual Combined Financial Statements and Note 11 of the Notes to the Unaudited Interim Combined Financial Statements for further information regarding legal proceedings.

Quantitative and Qualitative Disclosures About Market Risk

Arcosa is subject to market risk related to its net investments in its foreign subsidiaries. The net investment in foreign subsidiaries as of December 31, 2017 was $164.6 million. The impact of such market risk exposures as a result of foreign exchange rate fluctuations has not been significant to Arcosa. See Note 9 of the Notes to the Audited Annual Combined Financial Statements and Note 7 of the Notes to the Unaudited Interim Combined Financial Statements.

Arcosa believes that its market risk exposure from interest rate risks, commodity price risks, and other market or price risks is not significant.

82

MANAGEMENT

Directors and Executive Officers Following the Spin-Off

Following the spin-off, we will be an independent, publicly traded company. We have not yet determined the individuals who will serve as members of our board of directors or as executive officers following the spin-off, other than Mr. Carrillo, who will be a director and serve as President and Chief Executive Officer, and Mr. Beasley, who will serve as our Chief Financial Officer.

Executive Officers

The following table sets forth information regarding individuals who are expected to serve as Arcosa’s executive officers, including their positions after the spin-off, and is followed by biographies of each such executive officer. While some of Arcosa’s executive officers are currently officers and employees of Trinity, after the spin-off, none of these individuals will be employees or executive officers of Trinity.

Name	Age	Position
Antonio Carrillo	52	President and Chief Executive Officer
Scott Beasley	37	Chief Financial Officer

Antonio Carrillo will serve as Arcosa’s President and Chief Executive Officer, as well as a member of its Board of Directors. Mr. Carrillo served as the Chief Executive Officer of Mexichem S.A.B. de C.V. (BMV: MEXCHEM*), a publicly traded global specialty chemical company, from 2012 to February 2018. Mr. Carrillo is a current member of Trinity’s Board of Directors, and has been a director of Trinity since 2014. Prior to joining Mexichem, Mr. Carrillo spent 16 years at Trinity where he most recently served as Senior Vice President and Group President of Trinity’s Energy Equipment Group and was responsible for Trinity’s Mexico operations. In 2014, he was elected to Trinity’s Board of Directors and has served as a member of the Finance and Risk Committee. Mr. Carrillo is also a director of Dr. Pepper Snapple, Group, Inc. Mr. Carrillo received a Master’s Degree in Business Administration from the Wharton School of the University of Pennsylvania. He earned a bachelor’s degree in Mechanical and Electrical Engineering from Universidad Anáhuac in Mexico City, Mexico. As a result of his employment with Trinity and as a member of Trinity’s Board of Directors, Mr. Carrillo brings significant knowledge and understanding of Arcosa’s products, services, operations, and business environment. In addition, he has broad experience in managing and leading a significant industrial enterprise in Mexico, where Arcosa has a number of operations.

Scott Beasley will serve as Arcosa’s Chief Financial Officer. Mr. Beasley currently serves as Group Chief Financial Officer of Trinity’s Construction, Energy, Marine, and Components businesses, a role he has held since 2017. Mr. Beasley joined Trinity in 2014 and previously served as Vice President of Corporate Strategic Planning for Trinity Industries. Prior to joining Trinity, Mr. Beasley was an Associate Principal with McKinsey & Company, a global management consulting firm, where he led client engagements across the transportation, energy, and industrial sectors. Previously, he worked at McMaster-Carr Supply Company for several years as an operations manager. Mr. Beasley earned a Bachelor of Arts in Economics from Duke University and a Master’s Degree in Business Administration from Northwestern University’s Kellogg School of Management. As a result of Mr. Beasley’s experience with Trinity’s Construction, Energy, Marine, and Components businesses, he brings significant in-depth knowledge and understanding of Arcosa’s products, services, operations, and business environment.

Directors

The following table sets forth information with respect to those persons who are expected to serve on Arcosa’s Board of Directors following the completion of the spin-off, and is followed by biographies of each such individual. Mr. Carrillo’s biography is provided above under the heading “Executive Officers.” The nominees have been elected by Arcosa’s sole stockholder, Trinity, to serve on Arcosa’s Board of Directors effective as of the spin-off.

Name	Age	Title
Antonio Carrillo	52	Director, President and Chief Executive Officer

Upon completion of the separation, Arcosa’s Board of Directors will initially be divided into three approximately equal classes. The directors designated as Class I directors will have terms expiring at the first annual meeting of stockholders following the distribution, which Arcosa expects to hold in 2019. The directors designated as Class II

83

directors will have terms expiring at the 2020 annual meeting of stockholders, and the directors designated as Class III directors will have terms expiring at the 2021 annual meeting of stockholders. Commencing with the 2019 annual meeting of stockholders, directors for each class will be elected at the annual meeting of stockholders held in the year in which the term for that class expires. Class I directors will be elected to three-year terms at the 2019 annual meeting of stockholders, Class II directors will be elected to one-year terms at the 2020 annual meeting of stockholders, and Class III directors will be elected to one-year terms at the 2021 annual meeting of stockholders. Commencing with the 2022 annual meeting of stockholders, the Board of Directors will no longer be classified, and directors will no longer be divided into classes. Members of the Board of Directors will be elected by a majority of the votes cast at each annual meeting of stockholders, except that a plurality standard applies in contested elections.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Corporate Governance Principles

Our Board of Directors is expected to adopt corporate governance principles (the “Corporate Governance Principles”) that will provide a framework for the effective governance of Arcosa. The Corporate Governance Principles will address matters such as the board’s duties, director independence, director responsibilities, board structure and operation, director criteria and qualifications, board succession planning, board compensation, management evaluation and development, board orientation, and training.

Director Independence

Our Board of Directors will annually determine the independence of each director and nominee for election as a director under the NYSE’s, or a comparable public market’s, independence standards and our corporate governance guidelines. A majority of our board will be comprised of independent directors upon completion of the spin-off.

Director Qualification Standards

The Corporate Governance and Directors Nominating Committee charter that is expected to be adopted in connection with the separation will provide that the Governance and Nominating Committee identify and recommend to the Board of Directors nominees for election to, or for filling any vacancy on, Arcosa’s Board of Directors in accordance with the amended and restated bylaws, the Corporate Governance Principles, and the committee’s charter. The Governance and Nominating Committee may also consider such other factors as it may deem to be in the best interests of Arcosa and its stockholders. The committee is expected to periodically review the requisite skills and characteristics of Board members. Arcosa believes it appropriate and important that at least one key member of Arcosa’s management participate as a member of Arcosa’s Board of Directors. In appropriate circumstances this number may be increased.

Whenever the committee concludes, based on the reviews or considerations described above or due to a vacancy, that a new nominee to Arcosa’s Board of Directors is required or advisable, it will consider recommendations from directors, management, stockholders and, if it deems appropriate, consultants retained for that purpose. In such circumstances, it will evaluate individuals recommended by stockholders in the same manner as nominees recommended from other sources. Stockholders who wish to recommend an individual for nomination should send that person’s name and supporting information to the committee, care of the Corporate Secretary or through Arcosa’s communications coordinator. Stockholders who wish to directly nominate an individual for election as a director, without going through the Governance and Nominating Committee or using Arcosa’s proxy material, must comply with the procedures in Arcosa’s amended and restated bylaws.

Role of our Board of Directors in Risk Oversight

Our Board of Directors is expected to take an active role in risk oversight related to Arcosa both as a full board and through its committees, each of which will have primary risk oversight responsibility with respect to all matters within the scope of its duties as contemplated by its charter. While Arcosa’s management will be responsible for the day-to-day management of the various risks facing Arcosa, the Board of Directors will be responsible for monitoring management’s actions and decisions. The Board of Directors, as advised by the Audit Committee, will determine that appropriate risk management and mitigation procedures are in place and that senior management takes the appropriate steps to manage all major risks.

84

Board Committees

Effective upon the completion of the spin-off, our Board of Directors is expected to have three standing committees: an Audit Committee, a Human Resources Committee and a Corporate Governance and Directors Nominating Committee. The principal functions of each committee are briefly described below. We intend to comply with the listing requirements and other rules and regulations of the NYSE, or a comparable public market, as amended or modified from time to time, with respect to each of these committees and each of these committees will be comprised exclusively of independent directors. Additionally, our Board of Directors may, from time to time, establish other committees to facilitate the board’s oversight of management of the business and affairs of our Company.

Audit Committee

The Audit Committee’s function is expected to include overseeing, on behalf of the Board of Directors, the integrity of Arcosa’s financial statements and related disclosures; Arcosa’s compliance with legal and regulatory requirements; the qualifications, independence, and performance of Arcosa’s independent auditing firm; the performance of Arcosa’s internal audit function; Arcosa’s internal accounting and disclosure control systems and practices; Arcosa’s procedures for monitoring compliance with its Code of Business Conduct and Ethics; and Arcosa’s policies and procedures with respect to risk assessment, management, and mitigation. In carrying out its function, the Audit Committee is expected to (a) review with management, the chief audit executive, and the independent auditors Arcosa’s financial statements, the accounting principles applied in their preparation, the scope of the audit, any comments made by the independent auditors upon the financial condition of Arcosa, and its accounting controls and procedures; (b) review with management its processes and policies related to risk assessment, management and mitigation, compliance with corporate policies, compliance programs, internal controls, and summaries of management’s travel and entertainment reports and (c) perform such other matters as the Audit Committee deems appropriate. The Audit Committee is also expected to pre-approve all auditing and all allowable non-audit services provided to Arcosa by the independent auditors. It is expected that the Audit Committee will select and retain the independent auditors for Arcosa, subject to stockholder ratification and approve audit fees.

Human Resources Committee

Arcosa’s Human Resources Committee (the “Human Resources Committee”) is expected to make recommendations to the Board of Directors in its responsibilities relating to the fair and competitive compensation of Arcosa’s CEO. The Human Resources Committee will also be delegated authority by the Board of Directors to make compensation decisions with respect to the other named executive officers of Arcosa. The CEO, CFO, and other executive officers named in the “Summary Compensation Table” are referred to in this information statement as the “named executive officers”.

The Human Resources Committee is expected to review management succession planning and approve awards under Arcosa’s incentive compensation and equity based plans. The Human Resources Committee is expected to annually evaluate the leadership and performance of the CEO and recommend his compensation to Arcosa’s independent directors. The independent directors are expected to be responsible for approving the CEO’s compensation. The CEO is expected to provide to the Human Resources Committee his assessment of the performance of the other named executive officers. The Human Resources Committee is expected to also have direct access to Arcosa’s key leaders.

Corporate Governance and Directors Nominating Committee

It is expected that the functions of the Corporate Governance and Directors Nominating Committee (the “Governance Committee”) will be to identify and recommend to the Board individuals qualified to be nominated for election to the Board; review the qualifications of the members of each committee (including the independence of directors) to ensure that each committee’s membership meets applicable criteria established by the SEC and NYSE (or a comparable public market); recommend to the Board the members and Chairperson for each Board committee; periodically review and assess the Corporate Governance Principles and Arcosa’s Code of Business Conduct and Ethics and make recommendations for changes thereto to the Board; periodically review Arcosa’s orientation program for new directors and Arcosa’s practices for continuing education of existing directors; annually review director compensation and benefits and make recommendations to the Board regarding director compensation and benefits; review, approve, and ratify all transactions with related persons that are required to be disclosed under the rules of the SEC; and annually conduct an individual director performance review of each incumbent director and oversee the annual self-evaluation of the performance of the Board.

85

Code of Business Conduct and Ethics

Upon the completion of our spin-off from Trinity, our Board of Directors will adopt a code of business conduct and ethics (the “Code of Business Conduct and Ethics”) that applies to our directors, officers, and employees. Among other matters, the Code of Business Conduct and Ethics will be designed to deter wrongdoing and to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

• full, fair, accurate, timely, and understandable disclosure in our SEC reports and other public communications;

• compliance with applicable governmental laws, rules, and regulations;

• prompt internal reporting of violations of law or the code to appropriate persons identified in the Code of Business Conduct and Ethics; and

• accountability for adherence to the Code of Business Conduct and Ethics, including fair process by which to determine violations.

Any waiver of the Code of Business Conduct and Ethics for our directors or executive officers must be approved by a majority of our independent directors, and any such waiver shall be disclosed as required by law.

Compensation Committee Interlocks and Insider Participation

During Arcosa’s fiscal year ended 2017, Arcosa was not yet incorporated, was not an independent company, and did not have a Human Resources Committee or any other committee serving a similar function. Decisions as to the compensation of those who currently serve as Arcosa executive officers were made by Trinity, as described in the section of this information statement entitled “Compensation Discussion and Analysis”.

86

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Arcosa is currently a wholly-owned subsidiary of Trinity and Trinity’s senior management and the Human Resources Committee of Trinity’s Board of Directors (the “Trinity HR Committee”) determined Arcosa’s past compensation. This Compensation Discussion and Analysis (“CD&A”) describes the historical compensation philosophy, policies and practices of Trinity in respect of Mr. Scott Beasley, who is a named executive officer (“NEO”) of Arcosa and attempts to outline certain aspects of Arcosa’s anticipated compensation structure for the NEOs. Prior to the separation, the Trinity HR Committee will make appropriate compensation decisions and establish preliminary compensation philosophy, principles, and program design which will be reviewed and adjusted by the Arcosa Human Resources Committee after the spin-off to ensure the program design is appropriately aligned with Arcosa’s strategy and to remain market competitive. Because Arcosa is currently part of Trinity and not an independent company, Arcosa’s Human Resources Committee has not yet been constituted.

Arcosa is currently in the process of determining the composition of Arcosa’s senior management team in addition to Antonio Carrillo, who is expected to serve as Arcosa’s Chief Executive Officer, and Scott Beasley, who is expected to serve as Arcosa’s Chief Financial Officer. As the process progresses, Arcosa will include the relevant disclosure in subsequent amendments to this information statement.

The contents of this Compensation Discussion and Analysis are organized into four sections:

• Section 1—Trinity Compensation Decision Making for 2017

• Section 2—2017 NEO Compensation Decisions

• Section 3— Components of Compensation

• Section 4—Other Compensation Programs and Policies

Decisions regarding the variable compensation of Arcosa’s NEOs for 2017 were made by the Trinity HR Committee and Trinity’s senior management as further described below. Antonio Carrillo was not employed by Trinity or Arcosa during the last completed fiscal year, and thus no compensation decisions were made by the Trinity HR Committee with respect to Mr. Carrillo in 2017.

Section 1—Trinity Compensation Decision Making for 2017

Compensation Overview

The Trinity HR Committee considers each named executive officer’s compensation based on the overall objectives of Trinity’s executive compensation program, and a review of the following for each named executive officer:

• the breadth, complexity, and scope of each executive’s responsibilities within Trinity, taking into account Trinity’s diversified portfolio of businesses;

• the executive’s performance in optimizing Trinity’s overall success in providing leadership support of operational and financial flexibility that directs resources to those products in greatest demand and capitalizes on investment opportunities;

• past performance through changing economic cycles and business climates with respect to specific financial, strategic, and operating objectives; and

• compensation benchmark data from peer group companies (the “Peer Survey Data”) against which executive compensation is compared.

Compensation Approach

Trinity’s executive compensation is designed to drive executive accountability for performance of Trinity as a whole. This approach is reflected in Trinity’s compensation program and contributes to a performance-driven culture where executives are expected to deliver results that promote Trinity’s position as a premier, diversified industrial company. In setting 2017 compensation, Trinity utilized the Peer Survey Data and generally targeted the total target compensation of its named executive officers between 10 percent above or below the 50th percentile of the Peer Survey Data. This approach supports Trinity’s philosophy of driving performance and accountability. For further explanation of the Peer Survey Data, see “Benchmarking and Peer Survey Data for 2017 Compensation” below.

87

The Trinity HR Committee realizes that benchmarking against the Peer Survey Data requires interpretation due to the potential differences in position scope. The Trinity HR Committee uses the Peer Survey Data benchmarking information and the peer group proxy disclosure data provided by Meridian Compensation Partners, LLC (the “Compensation Consultant”) as general guidance, making adjustments to compensation levels based on such interpretations and what the Trinity HR Committee believes to be consistent with the overall compensation objectives of Trinity and in the best long-term interests of Trinity’s stockholders.

Trinity’s compensation philosophy has proven to be appropriate and sufficient to attract, motivate and retain the key executives needed to enhance the performance and profitability of Trinity. The Trinity HR Committee considers the targeted range and develops a total target compensation amount for each named executive officer using the objectives described below and the Peer Survey Data as general guidelines. An individual’s total target compensation may be set at or below the 50th percentile if a named executive officer is in the early stages of his or her career or relatively new to his or her current position. Total target compensation may be set above the 50th percentile if a named executive officer is a seasoned executive and has significant experience and achievements in his or her role at Trinity or has extensive work experience in similar positions elsewhere that the Trinity HR Committee has determined provides additional value. The Trinity HR Committee also considers (i) the relatively high percentage of performance-based compensation, which may result in total compensation levels that vary from the targeted range described above, (ii) the periodic and relative impact on earnings of external business conditions outside the control of the executives and (iii) the cyclical nature of Trinity’s businesses. The Trinity HR Committee may periodically modify one or more compensation components to reflect the cyclical nature of the businesses.

Pay for Performance Philosophy

Trinity’s executive compensation philosophy is based on pay for performance. Target performance based incentive compensation, including both annual and performance based long-term compensation is generally within a range of 60 percent to 70 percent of a Trinity named executive officer’s total target compensation. The Trinity HR Committee believes that by having a significant amount of an executive’s compensation based on performance, and therefore at risk of non-payment, the executive will be properly motivated to bring added value to Trinity. Trinity’s executive compensation program is also designed to provide significant upside opportunity for exceptional performance and above-market compensation for above-market performance and conversely, reduce compensation when Trinity performance is lower than expected. Trinity’s businesses share a number of characteristics, the value of which can be maximized when business leaders are focused on operational and financial flexibility and strategies that drive enhanced performance throughout all Trinity businesses.

Objectives of the Executive Compensation Program

The primary emphasis of Trinity’s executive compensation program is to encourage and reward progress toward Trinity’s strategic and financial objectives. These objectives are recommended by management, with oversight of the Board of Directors, and are designed to promote the long-term interests of Trinity’s stockholders. As stockholders themselves, Trinity’s leaders are keenly focused on achieving these objectives. The executive compensation program reflects Trinity’s pay for performance philosophy. Table 1 below provides a summary of the executive compensation program objectives. In support of this philosophy:

• Named executive officers’ base salaries were not changed for 2017 or 2018

• Performance-based pay makes up 68 percent of the Trinity CEO’s total target compensation

• Performance-based long-term incentive awards will be earned based on Relative Total Shareholder return beginning in 2018

• There is no payout of 2015-2017 performance-based long-term incentive awards

88

Table 1: Executive Compensation Program Summary

2017 Executive Compensation Program Objectives

2017 Executive Compensation Program Design

• Provide an incentive for long-term value creation for stockholders     • Encourage the highest level of performance and accountability for optimizing the shared characteristics between Trinity’s businesses for its overall success     • Align compensation with annual and long-term business objectives, strategies, and financial targets     • Motivate senior executives to successfully guide Trinity through changing economic cycles and business climates, and lead rapid production capacity adjustments to meet market demands     • Attract, motivate and retain the key executives needed to enhance the performance and profitability of Trinity throughout its business cycles and meet its objective for long tenure among its senior executives     • Encourage executives to enhance Trinity’s position as a premier, diversified industrial company     • Be transparent and easy to understand by the programs’ participants and Trinity’s stockholders

• Use equity-based awards with multiple metrics and executive stock ownership requirements to align with stockholder interests     • Provide compensation opportunity for equivalent Trinity performance and annual and long-term incentives that are linked to stockholder interests     • Provide a reasonable mix of fixed and incentive compensation (approximately 32 percent fixed, 68 percent incentive for the Trinity CEO; approximately 40 percent fixed, 60 percent incentive on average for the other named executive officers)     • Provide a reasonable balance between annual and long-term compensation (approximately 35 percent annual, 65 percent long-term for the Trinity CEO; approximately 49 percent annual, 51 percent long-term on average for the other named executive officers)     • Maintain competitive pay levels based on the Peer Survey Data and peer group proxy disclosure data (targeted range for total target compensation is generally within 10 percent above or below the 50th percentile of the Peer Survey Data)     • Provide compensation levels that are aligned with performance and address both industry competitiveness and recruiting/retention competitiveness     • Incorporate enterprise-wide performance metrics to encourage executives to integrate operations and leverage expertise throughout Trinity

Going Forward: Arcosa expects the emphasis of its executive compensation philosophy to continue to be pay for performance.

Benchmarking and Peer Survey Data for 2017 Compensation

The Trinity HR Committee retains the Compensation Consultant to provide the Trinity HR Committee with guidance on executive compensation-related matters and to perform an annual total compensation study, the product of which is benchmarking information on each of the named executive officers. In setting 2017 compensation, this included data from each company named in the peer group shown in Table 2. The Trinity HR Committee considered the data provided by the Compensation Consultant when developing 2017 base salaries, annual incentive compensation, long-term incentive compensation, and total target compensation for Trinity’s named executive officers.

The Trinity HR Committee performs an annual review to determine whether peer companies remain appropriate. For the November 2016 compensation study to establish 2017 compensation, the peer companies as shown in Table 2 below were the same as the peer group companies used to establish 2016 compensation. These companies had median 2015 fiscal year revenue of $5.2 billion and market capitalization of $3.8 billion as of October 2016. The peer group shown in Table 2 below is comprised of industrial companies with similar size (measured by revenue and market capitalization), span of operation, and business complexity, that Trinity could potentially compete with for executive talent.

89

Table 2: Peer Companies Used for 2017 by Trinity

2017 Peer Companies
American Axle & Manufacturing Holdings, Inc.	Joy Global Inc.	Roper Technologies, Inc.
AMETEK, Inc.	Kennametal Inc.	Ryder System, Inc.
Chicago Bridge & Iron Company N.V.	The Manitowoc Company, Inc.	SPX Corporation
Crane Co.	Meritor, Inc.	Terex Corporation
Cummins Inc.	Navistar International Corporation	The Timken Company
Danaher Corporation	Oshkosh Corporation	United Rentals, Inc.
Dover Corporation	PACCAR Inc.	Valmont Industries, Inc.
Flowserve Corporation	Pentair plc	Worthington Industries, Inc.
Illinois Tool Works Inc.	Rockwell Automation, Inc.

The Peer Survey Data is size-adjusted, regressed market data for base salary, target annual and long-term incentive compensation and total target compensation obtained from the Aon Hewitt Total Compensation Measurement Survey. As a point of reference, for all named executive officers, the Trinity HR Committee also reviewed the most recently available peer group proxy disclosure data for the 2017 peer companies in Table 2.

Trinity recognizes that other entities may attempt to recruit Trinity’s senior executives and key employees. As such, in addition to benchmarking against the peer group listed in Table 2 above, Trinity, as a secondary reference point for certain executives, reviewed proxy disclosure data for a group of relevant companies that can offer executives similar positions with a greater scope of responsibility or promotion opportunities.

Going Forward: Arcosa anticipates that the process for setting Arcosa’s executive officer compensation will generally be similar to the process used by Trinity. Like at Trinity, Arcosa’s Human Resources Committee will seek input from the independent directors on Arcosa’s Board of Directors, Arcosa’s CEO, and its independent compensation consultant. Since Arcosa will operate on the same fiscal calendar as Trinity, Arcosa expects the timeline used for making decisions surrounding compensation will be similar to that of Trinity.

Trinity has engaged [ • ], on Arcosa’s behalf, to assist in designing Arcosa’s anticipated executive compensation program. Following the spin-off, Arcosa’s Human Resources Committee is expected to retain its own consultant to advise it in its compensation planning decisions.

Concerning pay mix, Arcosa anticipates that a significant majority of compensation will be “at risk”. This “at-risk” pay will likely be in the form of annual and long-term incentives. To determine executive pay levels, Arcosa will develop a peer group with enough companies to allow for a robust assessment of the market for executive talent within Arcosa’s industry. Arcosa also anticipates it will utilize published survey data.

Section 2—2017 NEO Compensation Decisions

The compensation awarded to Mr. Beasley in 2017 reflected Trinity’s financial performance and his individual performance against strategic goals.

Going Forward: Arcosa expects that its NEOs will receive a portion of their compensation in the form of “at-risk” pay. Arcosa anticipates that it will have an annual cash incentive plan that will reward Arcosa’s NEOs based on the satisfaction of a combination of corporate financial metrics and operational goals, as established by Arcosa’s own Human Resources Committee. Arcosa anticipates that each NEO will have a target annual incentive payment.

Arcosa also anticipates that executives will receive annual grants of Arcosa equity as part of their compensation. Under a new equity plan, Arcosa expects that Arcosa’s Human Resources Committee will have the discretion to award equity in a variety of forms.

90

Section 3—Components of Compensation

Trinity’s executive compensation program has four key components:

• a base salary;

• an annual incentive plan;

• a long-term incentive plan; and

• an executive perquisite allowance.

At the direction of the Trinity HR Committee, the Compensation Consultant met with Trinity management, including the CEO, to discuss the scope and complexity of responsibilities, level of revenue responsibility, and internal reporting relationships for Trinity’s named executive officers. Following these discussions, the Compensation Consultant determined the reference points from the Peer Survey Data for base salary, annual incentive compensation target, long-term incentive compensation target and total target compensation of each named executive officer as compared to the 50th percentile of the Peer Survey Data.

After discussions with the Trinity HR Committee, Trinity management and a review of the Peer Survey Data, the Compensation Consultant provided comparative information for each named executive officer position. The Compensation Consultant’s analyses, along with the CEO’s compensation recommendations for each named executive officer, were presented to the Trinity HR Committee.

Set forth below are the components of total target compensation, how these components were applied to each named executive officer, and an analysis of why such amounts were set or paid. Although the Trinity HR Committee generally utilized the range of 10 percent above or below the 50th percentile of the Peer Survey Data for each component of compensation as a reference point, the Trinity HR Committee does not target each component within that particular range as it does generally with total target compensation. In establishing each component of compensation for the named executive officers, the Trinity HR Committee considered the same factors as it did for establishing total target compensation, as well as any additional factors noted below.

Base Salary

Base salary is intended to attract, motivate and retain key executives by providing a consistent level of pay that appropriately and fairly compensates the executive for the breadth, complexity, and scope of responsibility inherent in the position. After evaluating the market compensation data, the CEO discusses with the Trinity HR Committee his evaluation of each named executive officer, excluding himself. The discussion includes performance for the past year; specific achievements he believes should be highlighted; changes in the breadth, complexity, or scope of responsibilities that have occurred or will occur in the next year; operating results; organizational improvements; and relative pay equity among the named executive officers.

Going forward: Arcosa’s Human Resources Committee will determine the salaries of Arcosa’s executive officers. In making these determinations, Arcosa expects that it will consider factors such as the responsibilities of the executives post-spin-off and market data for similar positions at peer companies.

Incentive Compensation Overview

The following discussion contains statements regarding future performance goals. These statements are solely disclosed in the limited context of Trinity’s compensation program and should not be considered as statements of Trinity’s expectations or estimates. Trinity and Arcosa specifically cautions investors not to apply these statements to other contexts.

The way Trinity approaches annual and long-term goal setting throughout its typical business cycle is to consider its business plan forecast over the relevant performance period and Trinity’s historical incentive plan payouts to strike a balance amongst motivational goals that support creation of stockholder value. To set the 2017 annual and long-term performance levels, each business unit developed a forecast that included both upside and downside business projections for the respective incentive plan performance period. These business unit projections were consolidated at the corporate level to obtain company-wide forecasts. Incentive targets for 2017 were established by the Trinity HR Committee based on several important factors, including:

• the current industrial downturn;

• current and historical industry performance;

91

• an evaluation of Trinity’s current placement in its multi-year business cycle;

• a review of Peer Survey Data in support of the Trinity HR Committee’s objective of delivering competitive pay throughout Trinity’s business cycle;

• the volatile nature of earnings of Trinity, common within the industries in which Trinity operates; and

• recognition of the individual performance factors.

Because Trinity is a cyclical business, its goal setting philosophy for the annual incentive program is based on the annual operating plan, while the long-term goal setting process encourages growth over a longer period. The annual goal setting process seeks strong performance even in years when the performance opportunity may be lower than prior years due to economic conditions, resulting in targets that may be lower than prior years’ targets due to factors outside of Trinity’s business control. The long-term goal setting process strives for long-term company growth that rewards stockholders and aligns short term decisions to the business plan. This goal setting philosophy has been in place for many years, and has served to drive effective results for stockholders as illustrated by Trinity’s long-term performance.

The Trinity HR Committee believes that (i) the threshold performance level should be set such that a participant will not earn incentive compensation until a significant portion of target performance is attained; (ii) the target performance level should represent a considerable but reasonable level of performance and (iii) the maximum performance level should represent an aggressive level of performance that will be highly difficult to achieve. The amount of incentive compensation earned is linearly interpolated for Trinity performance falling between the specified performance levels.

Once the Trinity HR Committee has established performance levels for incentive compensation, it receives regular updates throughout the year regarding Trinity’s progress with respect to the performance levels and potential payouts under the incentive compensation programs. The Trinity HR Committee also continually assesses whether it believes the programs are producing the desired results. At the end of each year, the Trinity HR Committee reviews the results of the programs and further assesses the effectiveness of the programs over the preceding year. This review forms the foundation for the incentive compensation programs for the coming year.

2017 Annual Incentive Compensation

The Trinity HR Committee may adjust, from year to year, the performance metrics, performance levels or other elements of the annual incentive compensation program (referred to as “AIP”) with the objective of assuring management’s focus on appropriate performance metrics. The Trinity HR Committee also may choose to: (i) modify or discontinue the AIP at any time, overall or as to any one or more named executive officers, including non-payment or partial payment of incentive compensation or granting equity in lieu of cash compensation, with or without notice; (ii) modify a named executive officer’s AIP target if his or her responsibilities change significantly; (iii) reduce a named executive officer’s annual incentive compensation on a discretionary basis for failing to meet job performance expectations; (iv) recoup all or any portion of annual incentive compensation under circumstances where Trinity restates its financial statements or (v) remove named executive officers from the AIP at any time. The Trinity HR Committee may remove any unusual or infrequently occurring or non-recurring items of income or expense from the calculation of financial goal attainment and incentive compensation.

Trinity’s 2017 AIP included a performance-based umbrella incentive pool for certain executives that would have allowed for payments to be made to them in the event Trinity’s EPS threshold performance level was not met, in order to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). For 2017, the Trinity HR Committee did not approve any payments out of this umbrella incentive pool. As reported below, the 2017 Annual Incentive Compensation Performance Levels and Payouts were exclusively based on the EPS performance metric.

2017 Annual Incentive Compensation Performance Levels and Payouts

In performing its annual review of Trinity’s incentive compensation programs, the Trinity HR Committee determined that the 2016 AIP was highly effective in achieving a desired level of accountability for the success of Trinity as a whole by applying one Trinity-wide EPS goal. The Trinity HR Committee believed that continuing to emphasize EPS was important because it is so widely used in the investment community to assess Trinity’s performance and as Trinity continued to emphasize the goal of seeking growth opportunities, operational efficiencies, and cost reductions.

92

Further, a common performance metric provides incentive for employees to maximize the unique synergies that exist within Trinity’s diversified portfolio of businesses and using EPS as the goal motivates leaders to effectively manage cost of operations as Trinity executes through the business down cycle. Accordingly, the Trinity HR Committee approved EPS as the exclusive performance metric for Trinity’s 2017 AIP payouts.

The threshold level is intended to motivate participants to achieve a significant percentage of target earnings and was set at 90 percent of the low end of Trinity full-year 2017 EPS guidance released in February 2017 of $1.00 to $1.35. This guidance assumed a worsening of the weak market conditions Trinity was observing. By attaining the threshold EPS performance level of $0.90, participants would earn 40 percent of their annual incentive compensation target.

The target AIP level was set well above the midpoint of the 2017 EPS guidance released in February 2017 and was 93 percent of the high-end of full year 2017 earnings guidance. The maximum payout was set at 140 percent of the target EPS and would only be achieved if extraordinary earnings were achieved in 2017. Table 3 below provides the threshold, target and maximum EPS performance levels for the 2017 AIP set based on the 2017 EPS guidance released in February 2017. Table 3 also shows the potential payout opportunities as a percent of the annual incentive compensation target for the named executive officers.

The maximum 2017 AIP performance level was a decrease from Trinity’s 2016 EPS. As Trinity has a long history of regular, multi-year business cycles, the Trinity HR Committee believed this to be appropriate to motivate executives to achieve the best possible results in a cyclical downturn to benefit shareholders, in light of the market conditions and economic conditions which were expected for 2017.

See the “Grants of Plan-Based Awards Table” for more information on possible AIP payments to the named executive officers.

Table 3: 2017 Annual Incentive Performance Levels and Payout Opportunities

	2016 Actual EPS		Threshold			Target			Maximum			2017 Actual EPS
Annual incentive performance levels (EPS)	$	2.25	$	0.90		$	1.25		$	1.75		$	1.46
Named executive officer payout opportunity as a percentage of target				40	%		100	%		200	%		142	%

Trinity’s reported EPS for 2017 was $4.52 which included a one-time $3.06 benefit related to the effects of the Act. Trinity management recommended and the HR Committee approved a reduction of Trinity’s reported EPS to $1.46 which was used in the calculation of 2017 annual incentive performance levels to exclude the one-time tax benefit.

Trinity exceeded the 2017 AIP target performance level as a result of a higher level of railcars produced than anticipated in Trinity’s February 2017 guidance, the sale of a higher level of leased railcars than was included in Trinity’s February 2017 guidance, the collection of fees from an order cancellation and the effort and leadership its management displayed throughout the year to maximize profitability in the current environment. Accordingly, the named executive officers earned 142 percent of their respective target annual incentive compensation payout amounts. The Trinity HR Committee believed that the 2017 AIP performed as designed by motivating the program participants to maximize Trinity’s performance throughout an uncertain business cycle.

Going forward: Arcosa expects that Arcosa will have an AIP bonus program for its executives. Arcosa’s Human Resources Committee will determine the executives who participate in the AIP, determine the target bonus amounts for each participant, set the specific performance targets for the AIP bonuses, and determine the final AIP bonus amounts to be paid to participants.

93

Long-Term Incentive Compensation

Long-term incentive compensation (referred to as “LTI”) is a key part of the total target compensation for executives and is provided through the stockholder-approved Fourth Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan. The overarching purpose of LTI is to align executives’ interests with those of Trinity’s stockholders and motivate executives to create long-term stockholder value by improving Trinity’s earnings and returns through a variety of strategic and operational initiatives.

For 2017, the Trinity HR Committee established a target level of long-term incentive compensation (the “target LTI”) for the named executive officers. The target LTI for each named executive officer was set as a specified dollar amount that was used to calculate the named executive officer’s target LTI grant. The target LTI grant was calculated by dividing the target LTI dollar amount for each named executive officer by the closing stock price on the date of grant.

A named executive officer’s target LTI grant can be composed of multiple types of long-term incentives as provided in the Fourth Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan. Since 2008, Trinity has utilized two types of long-term incentives for the named executive officers’ target LTI grants (i) performance-based restricted stock or stock units and (ii) time-based restricted stock or stock units. The Trinity HR Committee establishes guidelines for the ratio that it expects to award through restricted stock or stock units. Trinity has not issued stock options since 2008.

The 2017 target LTI grants made to the named executive officers were comprised of 75 percent performance-based restricted stock units (“Performance Units”) for the 2017-2019 performance period, and 25 percent time-based restricted stock units. When granted in 2017, the target LTI grants of 75 percent Performance Units were to help drive executive accountability for performance of Trinity as a whole. As shown in Table 4 below, Trinity’s use of 75 percent Performance Units in 2017 compares to 52 percent of performance-based LTI opportunity made by the 2017 compensation benchmarking peer group. The time-based restricted stock units were granted to reflect the Trinity HR Committee’s desire to ensure the long-term commitment of the key executives to build stockholder value.

The Trinity HR Committee makes time-based awards to the named executive officers when it determines that such awards will be helpful in retaining the officers. In making this determination, the Trinity HR Committee considers a number of factors, including historical time-based awards provided, the officer’s tenure with Trinity and the officer’s performance in his or her respective roles.

Table 4: Average Weighting of LTI Awards

 

94

Performance Unit Component

Trinity uses a performance-based restricted stock unit program (the “Performance Unit Program”) for the performance-based component of the named executive officers’ target LTI grants. This program is designed to (i) increase the visibility of the long-term incentive performance goals for the program’s participants, (ii) align their efforts toward achieving these goals, and (iii) reinforce pay for performance linkage through settlement of awards immediately following the end of the relevant performance period.

The Performance Unit Program is designed to accomplish these goals by granting Performance Units at 75 percent of the participant’s pre-established target LTI level at the beginning of a three-year performance period. Trinity’s attainment of the performance levels during the performance period determines the number of units that are ultimately earned following the end of the performance period. These units are non-voting and do not receive dividends during the performance period.

Performance Unit Component Performance Levels

In 2017, the Trinity HR Committee established cumulative EPS and return on operating capital (“ROOC”), as defined by the Trinity HR Committee, as the performance metrics for the performance period 2017 - 2019, representing 50 percent and 25 percent, respectively, of the named executive officers’ target LTI grant. ROOC is determined by dividing total profit before taxes excluding interest expense for the total performance period by the sum of property, plant, and equipment, working capital and goodwill/intangibles averaged for the total performance period. Given Trinity’s historical use of the EPS metric and its proven history of motiving executives appropriately throughout its normal multi-year business cycle, it is an effective means to motivate the executives over a long-term period. In addition, the Trinity HR Committee believes EPS to be the primary performance metric used by the investment community to assess Trinity’s performance.

In anticipation of the forecasted worsening market conditions, the threshold, target, and maximum EPS performance levels represent decreases of 74 percent, 65 percent, and 58 percent, respectively, from the 2014 -2016 three year performance period. ROOC was selected as an appropriate return metric for the 2017 – 2019 performance period to encourage executives to consider the long-term financial returns to Trinity as the executives deploy Trinity’s capital. ROOC was selected for the 2017-2019 performance period as a replacement of Return on Net Assets (RONA) used in the previous performance period to better emphasize the operational returns Trinity is receiving on the capital it has invested within its businesses. See Table 5, “Performance Levels for the Performance Unit Program” below.

Table 5: Performance Levels for the Performance Unit Program

 

There was no payout for the 2015-2017 Performance Unit Program because threshold EPS was not achieved.

95

Performance Unit Program Grants in 2017

In 2017, the named executive officers were granted 75 percent of their respective target LTI compensation as Performance Units under the Performance Unit Program. At the end of the 2017-2019 performance period, for both EPS and ROOC components combined the named executive officers can earn from 30 percent of the target grant at the threshold level up to 200 percent of the target at the maximum level. If Trinity achieves target level EPS and target level ROOC, the named executive officers will retain 100 percent of their grant under the Performance Unit Program. The named executive officers will earn 0 percent of the target if Trinity does not achieve the threshold performance levels. For Trinity performance falling between the performance levels for both components, the amount of the grant awarded is linearly interpolated. See the “Grants of Plan-Based Awards Table” for the specific number of Performance Units granted to each named executive officer in 2017 under the Performance Unit Program.

Time-Based Restricted Stock Unit Grants in 2017

In 2017, the named executive officers were granted 25 percent of their respective target LTI compensation as time-based restricted stock units. These units were granted to reflect the Trinity HR Committee’s desire for long-term retention of the key executives to build stockholder value. These time-based restricted stock units will vest in equal installments on May 15, 2020 and 2021 if the named executive officer remains an employee with Trinity on such dates. These units are non-voting and do not receive dividends during the vesting period.

2014-2016 Performance Unit Vesting

Performance levels for the 2014-2016 Performance Unit grants were set at cumulative three year EPS levels for the 2014-2016 performance period as shown in Table 5 above. Participants had an opportunity to earn from 30 percent of the target grant by attaining threshold performance to 200 percent of the target grant by attaining maximum performance.

Trinity earned cumulative EPS of $11.52 for the 2014-2016 performance period, which exceeded the maximum performance level of $11.50. By exceeding the maximum level of performance, the executives earned 200 percent of the units granted in 2014 for the 2014-2016 performance period, which vested in 2017. The Trinity HR Committee was pleased with Trinity’s growth and financial performance during the 2014-2016 performance period, and believed that the 2014-2016 Performance Unit grants performed well by motivating the program participants to grow Trinity’s earnings.

2015-2017 Performance Unit Vesting

Performance levels for the 2015-2017 Performance Unit grants were set at cumulative three year EPS levels for the 2015-2017 performance period as shown in Table 5 above. Participants had an opportunity to earn from 30 percent of the target grant by attaining threshold performance to 200 percent of the target grant by attaining maximum performance.

Trinity earned a cumulative EPS of $8.79 for the 2015-2017 performance period, after adjusting 2017 EPS for the one-time $3.06 benefit related to the effects of the Act, thereby achieving less than the threshold performance level of $10.30. Since the threshold level of performance was not met, the executives did not earn the units granted in 2015 for the 2015-2017 performance period, which would have vested in 2018. The Trinity HR Committee noted Trinity’s growth and financial performance during 2015 when Trinity attained record EPS. The Trinity HR Committee believes that not earning any of the 2015-2017 Performance Unit grants is properly aligned with Trinity performance during the full 2015-2017 performance period.

2018 Compensation

Trinity’s 2018 compensation program reflects significant modifications from the 2017 compensation program for two principal reasons. First, the Trinity HR Committee noted the decreased percentage of shares voted in favor of the 2017 say-on-pay resolution and modified the 2018 compensation program in part due to such decreased percentage and the feedback this represented. Second, due to Trinity’s intent to spin off the infrastructure businesses, there are several compensation changes taken for 2018 that are intended to encourage successful execution of the spin-off, encourage executive retention, position both Trinity and the new infrastructure company for success, and encourage strong financial performance. Highlights of these changes are:

• Distinct performance metrics in the short-term and long-term incentive plans;

• A portion of the 2018 AIP will be determined based on the success of the spin-off;

96

• Relative Total Shareholder Return as the LTI performance metric; and

• Reduced the maximum annual executive perquisite allowance from $75,000 to $30,000.

Going Forward: Arcosa anticipates that Arcosa will adopt a long-term equity and incentive plan in connection with the spin-off. The purpose of the plan will be to attract, motivate and retain employees of Arcosa and its non-employee directors and to encourage stock ownership by such persons, thereby aligning their interest with those of our stockholders. Unless earlier terminated, the plan will terminate on the tenth anniversary of the effective date, provided, however, that any grant that was made prior to the termination of the plan will remain outstanding in accordance with its terms.

Awards under the plan may be in the form of restricted stock, restricted stock units, performance share or performance unit awards, and long-term cash-based incentive awards. Arcosa also expects to adopt a plan to provide for the grant of short-term cash incentive awards.

2018 Total Target Compensation

To establish 2018 total target compensation for the named executive officers, the Trinity HR Committee considered individual and Trinity performance, job responsibilities, alignment of named executive officers’ interests with stockholders, the 2018 Peer Survey Data, peer group proxy disclosure data, and Mr. Wallace’s recommendations for the named executive officers other than himself. Given Trinity’s forecasted 2018 earnings, management recommended and the Trinity HR Committee approved no change in total target compensation for the named executive officers. Therefore, there is no current change in the 2018 named executive officers’ (i) base salary, (ii) target annual incentive payout amounts, or (iii) threshold, target or maximum LTI payout amounts. For 2018, the threshold annual incentive payout amount has been reduced to 20 percent of target if there is a successful spin-off and Operating Profit does not reach the threshold amount. The maximum annual incentive payout amount has been reduced from 200 percent to 180 percent of target. In the aggregate, the 2018 total target compensation for the named executive officers remains within the targeted range of 10 percent above or below the 50th percentile of the Peer Survey Data. As individual named executive officer’s roles and responsibilities are finalized due to the planned spin-off, it is possible that changes to such individual’s base salary, annual incentive threshold, target or maximum payout amounts or LTI threshold, target or maximum payout amounts may occur and will be disclosed as required by the SEC.

Setting 2018 Annual Incentive Compensation Performance Levels

While the Trinity HR Committee determined that continued focus on earnings was appropriate, the Trinity HR Committee shifted to Operating Profit as the primary performance metric, concluding that Operating Profit (excluding costs associated with the proposed spin-off transaction) should comprise 80 percent of target for the 2018 AIP due to uncertainty with respect to costs associated with the proposed spin-off and Trinity’s capital structure prior to and after the proposed spin-off. For 2018, Trinity anticipates the mixed product demand conditions in certain markets will continue throughout the year, and the Trinity HR Committee established the Operating Profit performance levels reflective of such market conditions. The Trinity HR Committee established the 2018 Operating Profit performance levels as follows: (i) threshold at Operating Profit of $370,900,000; (ii) target at Operating Profit of $463,700,000; and (iii) maximum at Operating Profit of $625,000,000. The target Operating Profit level was selected because it is expected to result in 2018 EPS that is equal to Trinity’s 2017 adjusted EPS and is greater than the high end of the full year 2018 EPS guidance released in February 2018. Operating Profit will specifically exclude the spin-off costs and transition services costs incurred by Trinity during 2018. The pre-spin-off and post-spin-off Operating Profit of Trinity will be prorated. The Trinity HR Committee believes these levels provide appropriate motivation and reward for potential Operating Profit results and will require performance that exceeds February 2018 guidance for earning a target level AIP payment.

Additionally, since Trinity announced its intention to spin-off the infrastructure-related businesses, an additional 20 percent of each participant’s 2018 target AIP may be earned based on the successful spin-off, evaluated subjectively based on timely execution, thorough documentation and completion, accuracy, and minimal disruption to the daily operations of the businesses.

97

Setting 2018 Long-Term Incentive Compensation Performance Levels

The 2018 target LTI grants made to the named executive officers are comprised of 60 percent performance-based restricted stock units for the performance period 2018-2020 and 40 percent time-based restricted stock units. This is a change from 2017 and was made to improve key executive retention value during the spin-off of the infrastructure business and the creation of two independent, publicly-traded companies. Given the difficulty of forecasting long-term financial performance of Trinity and the new infrastructure company, the Trinity HR Committee approved relative Total Stockholder Return, as defined by the Trinity HR Committee, as the performance metric for the performance period 2018-2020. Relative Total Stockholder Return will be measured against the S&P MidCap 400 from 2018-2020. Trinity’s stock price will be adjusted at the time of the spin-off. The Trinity HR Committee established the 2018-2020 Total Stockholder Return performance levels as follows: (i) threshold of 25^th percentile; (ii) target of 50^th percentile; and (iii) maximum of 75^th percentile. The remaining 40 percent of the named executive officers’ target LTI grant will be made in the form of time-based restricted stock units to promote long-term executive retention with such awards vesting 50 percent in May 2021 and 50 percent in May 2022 if the named executive officer remains an employee in good standing on such dates.

Section 4—Other Compensation Programs and Policies

Executive Perquisites

The 2017 perquisite plan as described in detail below was a specified percentage (ranging from 7.5 percent to 10 percent) of an executive’s 2015 base salary with a cap of $75,000 per year. For 2018, the cap has been reduced from $75,000 to $30,000, which resulted in a reduction for all named executive officers. The amount of the Executive Perquisite Allowance is determined annually by the Trinity HR Committee based on Trinity’s current and potential future performance. The percentage may be set at up to 10 percent of base salary if Trinity’s annual EPS exceeds $1.00 and is forecast to remain above that level for the coming year. In establishing the percentage, the Trinity HR Committee reviews and considers Trinity’s performance in the past year and the business plan for the coming year. Additional information on the value of perquisites offered to each named executive officer in 2017 can be found in the footnotes and narrative disclosure pertaining to the “Summary Compensation Table”.

Pursuant to the perquisite plan, the perquisite allowance replaces certain traditional job-related benefits for executives. Trinity believes that this allowance serves as a recruiting tool and part of a competitive compensation program, enhances the named executive officers’ ability to conduct Trinity’s business, and streamlines the administration of executive perquisites. Each named executive officer is required to use $6,000 of the amount received under the Executive Perquisite Allowance to maintain a four-door sedan that will be used for business purposes, Trinity approved levels of automobile insurance and other maintenance, and to forego expense reimbursement for the first 10,000 business miles annually. In 2017, Trinity did not reimburse any named executive officer for mileage. In addition to the perquisite allowance, named executive officers are encouraged to have a physical examination each year that is paid for by Trinity.

Post-employment Benefits

Trinity’s retirement, savings and transition compensation plans are designed to assist executives in the transition from active employment. The Trinity HR Committee believes these plans assist in recruiting and retaining senior executives and facilitate employment transition. Trinity’s retirement, savings and transition compensation plans consist of the following:

• Trinity Industries, Inc. Standard Pension Plan (the “Standard Pension Plan”) — a funded, tax qualified, non-contributory defined benefit pension plan that covers certain of Trinity’s employees, including the named executive officers. Earnings are capped by the Code, for those defined as “highly compensated employees”.

• Effective March 31, 2009, the Board amended the Standard Pension Plan to reduce future pension costs. Under this amendment, all future benefit accruals under the Standard Pension Plan automatically ceased for all participants, and the accrued benefits under the Standard Pension Plan were determined and frozen as of that date. The amendment to the Standard Pension Plan did not affect other benefits earned by participants prior to March 31, 2009. No new participants have been added to the Standard Pension Plan since it was frozen.

98

• Trinity Industries, Inc. Supplemental Retirement Plan (the “Supplemental Retirement Plan”) — a non-qualified plan that provides annual retirement benefits that are not provided under the Standard Pension Plan because of Code limitations. Several years ago the Board of Directors made the decision to discontinue adding executives to this plan.

• Trinity Industries, Inc. Profit Sharing 401(k) Plan (the “401(k) Plan”) — a voluntary, tax qualified, defined contribution plan that covers most of Trinity’s employees, including the named executive officers and includes a potential annual Trinity match for a portion of each employee’s contribution. In 2009, the Board, in connection with its decision to freeze the Standard Pension Plan, amended the 401(k) Plan effective with the 2009 Plan year to (i) allow the participants in the Standard Pension Plan to participate in the enhanced portion of the 401(k) Plan that provides for potential annual contributions by Trinity to the participating employee’s account of up to an additional 3 percent of an employee’s base pay, subject to the Code limit for 401(k) plans, depending upon years of service (the “Annual Retirement Contribution”) and (ii) require Board approval for Trinity to make the 401(k) Trinity match and the Annual Retirement Contribution.

• Trinity Industries, Inc. Supplemental Profit Sharing Plan (the “Supplemental Plan”) — a supplemental deferred profit sharing plan for highly compensated employees, including the named executive officers, that allows them to defer a portion of their base pay and annual incentive and includes a Trinity match for a portion of their contribution.

• Transition Compensation Plan (the “Transition Compensation Plan”) — a plan designed to facilitate a smooth transition when a senior executive separates from service with Trinity. The Transition Compensation Plan is a long-term plan whereby an amount equal to 10 percent of a participant’s salary and annual incentive compensation is set aside each year in an account on the books of Trinity. The account is credited monthly with an interest rate equivalent as determined annually by the Trinity HR Committee (5 percent for 2017 and 2018). The account is payable to the participant in a lump sum or annual installments from one to 20 years as elected by the participant, commencing on the one year anniversary of the participant’s separation from service, subject to compliance with the following conditions, unless in the event of the participant’s death, disability, or a change in control (as such terms are defined in the Transition Compensation Agreement):

(i) The participant must give at least six months advance written notice of intent to transition out of his or her position and must work with Trinity’s Chief Executive Officer, Trinity’s Board of Directors or its designee to develop and implement an agreed-on succession process to facilitate the smooth transition of the participant’s duties and responsibilities to his or her successor.

(ii) For a minimum of one year after completing the required transition, the participant must be available to Trinity for consultation, at mutually agreed remuneration, regarding Trinity’s business and financial affairs.

(iii) For one year after separation from service, the participant may not, directly or indirectly, become or serve as an officer, employee, owner or partner of any business which competes in a material manner with Trinity, without the prior written consent of Trinity’s Chief Executive Officer or the Chairman of the Trinity HR Committee, Trinity’s Board of Directors or its designee.

A breach of any of the foregoing conditions will cause the forfeiture of any remaining unpaid amounts. Notwithstanding the foregoing, in the event of a participant’s separation from service due to death, disability or a change in control of Trinity, the conditions set forth above shall be of no force and effect. Payment will commence in accordance with the participant’s election. If no election is made, payment will be made as a lump sum on the one year anniversary of the participant’s separation from service.

Change in Control Agreements

Trinity’s Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication of members of Trinity’s management to the interests of stockholders without distraction in potential circumstances arising from the possibility of a change in control of Trinity. Accordingly, Trinity has entered into a change in control agreement with each of its named executive officers that provides for certain vesting upon a change in control and the payment of certain compensation if the named executive officer’s employment with Trinity is terminated under one of the circumstances described in the agreement in connection with a change in control of Trinity (as defined in the agreement). These agreements are for continuous two-year terms until terminated by Trinity

99

upon specified notice and continue for two years following a change in control. The agreements provide for payment to the named executive officers of a lump sum equal to three times (i) the amount of his or her base salary and (ii) the higher of the average bonus earned over the previous three years or the target bonus for the fiscal year in which the change in control occurs. The severance benefits provided by the change in control agreements also include, for 36 months after termination, continuation of all medical, dental, vision, health, and life insurance benefits which were being provided to the named executive officer at the time of termination of employment and a lump sum equivalent to the amount of income tax payable due to the continuation of insurance benefits.

The change in control agreements contain a “double trigger” provision that requires both a change in control of Trinity and a qualifying termination of the named executive officer’s employment before cash compensation will be paid under the agreement. A qualifying termination must be for (i) reasons other than as a result of the executive’s death, disability, retirement or termination of employment by Trinity for “cause” or (ii) termination of employment by the named executive officer for “good reason”. In addition, the agreements contain a non-compete provision to protect Trinity’s business goodwill. Further, the named executive officer is required to execute a release of claims against Trinity to receive compensation under the agreement.

The change in control agreements do not include excise tax gross ups. Instead, if any payment to which the named executive officer is entitled would be subject to the excise tax imposed by Section 4999 of the Code, then the named executive officer shall be solely responsible for the payment of all income and excise taxes due from the named executive officer and attributable to such payment, with no right of additional payment from Trinity as reimbursement for any excise taxes.

Trinity considers the compensation payable under the agreement upon specified events of termination following a change in control to be appropriate in light of the unique mix of the industries in which it is engaged, the limited number of companies in many of those industries and the uncertain length of time necessary to find new employment. The level of payments and benefits provided under the change in control agreements are considered appropriate. These benefits are recognized as part of the total compensation package and are reviewed periodically, but are not specifically considered by the Trinity HR Committee when making changes in base salary, annual incentive compensation or long-term incentive compensation. The change in control severance benefits are discussed in the Compensation of Executives section under “Potential Payments Upon Termination or Change in Control”. Trinity does not have severance agreements with named executive officers other than in connection with the change in control agreements.

Health and Welfare Benefits

Trinity-supported medical plan, life insurance and long-term disability plan and employee-paid dental, vision, critical illness insurance and supplemental life insurance are substantially similar for the named executive officers as for all full-time employees. Trinity does not provide health benefits to retirees.

Going forward: Arcosa anticipates that the Arcosa Human Resources Committee will evaluate other executive compensation programs and policies and put competitive programs in place for Arcosa’s named executive officers.

100

DIRECTOR COMPENSATION

We are currently reviewing the compensation that we will pay to our non-employee directors following the distribution. We will provide information regarding director compensation and the decision-making process for determining director compensation in subsequent amendments to this information statement.

101

EXECUTIVE COMPENSATION

Historical Compensation of Executive Officers Prior to the Spin-off and Distribution

The “Summary Compensation Table” below summarizes the total compensation paid to or earned by each of the named executive officers of Arcosa for the fiscal years ended December 31, 2017.

Antonio Carrillo was not employed at Trinity as of December 31, 2017. In accordance with SEC rules, his compensation will not be reflected in the Executive Compensation Tables as a result, other than elements of director compensation paid to or earned by Mr. Carillo as shown in the Summary Compensation Table. Scott Beasley was employed by Trinity prior to the spin-off and distribution and during 2017, therefore, the information provided for the year 2017 reflects compensation earned at Trinity. The amounts and forms of compensation reported below are not necessarily indicative of the compensation that Arcosa NEOs will receive following the spin-off, which could be higher or lower, because historical compensation was determined by Trinity relative to roles and responsibilities that may not be indicative of the expected future roles and responsibilities in Arcosa.

Summary Compensation Table

Name and Principal Position	Year		Salary(1) ($)		Bonus ($)		Stock Awards(2) ($)		Non-Equity Incentive Plan Compensation(3) ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($)			All Other Compensation(5) ($)		Total ($)
Antonio Carrillo President and Chief Executive Officer		2017	$	—	$	—	$	130,023	$	—	$	713(5	)	$	113,205	$	243,941
Scott Beasley Chief Financial Officer		2017		270,000		—		440,193		213,000		—			11,714		934,907

(1) For Mr. Beasley $21,600, respectively, of the above amount was deferred pursuant to the Supplemental Plan and also is reported in the “Nonqualified Deferred Compensation Table.”

(2) Equity awards are the grant date fair value dollar amounts computed in accordance with Accounting Standards Codification Topic 718 — Stock Compensation (“ASC Topic 718”). The policy and assumptions made in the valuation of share-based payments are contained in Note 12 in the Notes to Audited Annual Combined Financial Statements. For Mr. Carillo, amount represents the grant date fair value computed in accordance with ASC Topic 718 of restricted stock units awarded in 2017 as director compensation for his service on the Trinity Board of Directors. As of Decemer 31, 2017, Mr. Carillo held a total of 17,214 restricted stock units issued to him as director compensation. For Mr. Beasley, amounts include grants of performance-based restricted stock units under the Performance Unit Program for the 2017-2019 performance period at target value of $127,162. The potential maximum value for the grant under the Performance Unit Program, assuming maximum performance is achieved, is $254,324 for Mr. Beasley. The amount includes the grant date value of Mr. Beasley’s award of 11,663 restricted stock units equal to $313,032.

(3) Non-equity incentive plan compensation represents cash awards earned during 2017 under the 2017 Annual Incentive Program based on goal achievements.

(4) This column represents both changes in pension value for the named executive officers, as well as above market earnings on deferred compensation.

(5) For Mr. Carillo, amount represents the above market earnings from the interest rate equivalent under Trinity’s 2005 Deferred Plan for Director Fees.

(6) The following table is a breakdown of all other compensation included in the “Summary Compensation Table” for the named executive officers:

Name	Year		Executive Perquisite Allowance(1)		Perquisites and Other Personal Benefits		Company Contributions to Defined Contribution Plans(2)		Director Fees Earned in Cash and All Other Director Compensation			Total All Other Compensation
Antonio Carrillo		2017	$	—	$	—	$	—	$	113,205	(3)	$	113,205
Scott Beasley		2017		—		—		11,714					11,714

(1) Represents the amounts payable pursuant to the Executive Perquisite Allowance.

(2) Represents Trinity’s matching amounts and the Additional Retirement Contribution under Trinity’s 401(k) Plan for 2017 for Mr. Beasley $7,102, and under Trinity’s Supplemental Plan for 2017 for Mr. Beasley $4,612.

(3) Represents the following elements of director compensation paid to or earned by Mr. Carillo: fees earned in cash in the amount of $106,000, dividend equivalents on restricted stock units credited under Trinity’s 2005 Deferred Plan for Director Fees, and a $5,000 matching contribution by the Company in Mr. Carillo’s name pursuant to Trinity’s program for directors of matching charitable contributions. The maximum annual contribution that may be matched under that program is $5,000 per individual.

102

Grants of Plan-Based Awards

The following table summarizes the 2017 grants of equity and non-equity plan-based awards for the named executive officers.

			Estimated Possible Payouts and Future Payouts Under Non- Equity Incentive Plan Awards(2)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)							All Other Stock Awards Number of Shares of Stock or Awards(4) (#)		Grant Date Fair Value of Stock Awards(5) ($)
Name	Grant Date(1)		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)			Target (#)		Maximum (#)
Antonio Carrillo
2017 Annual Incentive Plan			$	—	$	—	$	—
2017 Equity Awards										—			—		—		—	$	—
Scott Beasley
2017 Annual Incentive Plan				60,000		150,000		300,000
2017 Equity Awards		5/1/2017								499	(6)		4,989		9,978		11,663		440,193

(1) The grant date of all stock awards is the date of the Trinity HR Committee meeting or Trinity Board of Directors meeting at which such award was approved.

(2) Represents the potential amounts payable in 2018 under the 2017 Annual Incentive Program for attainment of performance goals. As previously noted, the awards under the 2017 Annual Incentive Program paid at 142 percent of Target.

(3) For 2017 equity awards, represents the number of performance-based restricted stock units that were awarded in May 2017 to each of the named executive officers as performance-based awards based on financial performance for 2017 through 2019. These units are earned and vest as discussed below.

(4) Represents the time-based restricted stock units awarded in May 2017.

(5) The grant date fair value of the stock awards is calculated in accordance with ASC Topic 718.

(6) Represents threshold payment if threshold ROOC is achieved and threshold EPS is not achieved.

103

Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table

The stock awards described in the “Summary Compensation Table” are the dollar amounts of the grant date fair value of the awards calculated in accordance with ASC Topic 718. The following discussion contains statements regarding future performance goals. These statements are solely disclosed in the limited context of the Trinity’s compensation program and should not be considered as statements of Trinity’s expectations or estimates. Trinity specifically cautions investors not to apply these statements in other contexts.

The equity awards granted in May 2017 to the named executive officers were grants of 75 percent performance-based restricted stock units and 25 percent time-based restricted stock units, all granted pursuant to the Fourth Amended and Restated 2004 Stock Option and Incentive Plan. The performance-based restricted stock unit awards were made at the target amount for each named executive officer, based on Trinity’s 2017-2019 financial performance target of $3.95 cumulative EPS and 18.5 percent cumulative ROOC. Recipients of the performance-based restricted stock units will not earn any such units unless Trinity achieves threshold performance levels of cumulative $3.05 EPS and 16.5 percent cumulative ROOC for the performance period. Recipients may earn the following percentages of the target grant amount: (i) 30 percent of the target grant for threshold performance ($3.05 cumulative EPS and 16.5 percent cumulative ROOC); (ii) 100 percent of the target grant for target performance ($3.95 cumulative EPS and 18.5 percent cumulative ROOC); and (iii) 200 percent of the target grant for maximum performance ($4.75 cumulative EPS and 21.5 percent cumulative ROOC). For performance falling between the specified levels, the amount of units earned will be interpolated accordingly. During the performance period, recipients do not earn dividends on, and are not entitled to vote with respect to, the performance-based restricted stock units.

In 2017, the named executive officers were granted 25 percent of their respective target LTI compensation as time-based restricted stock units. These units were granted to reflect the Trinity HR Committee’s desire to ensure the long-term commitment of key executives to build stockholder value. These time-based restricted stock units will vest in equal installments on May 15, 2020 and 2021 if the named executive officer remains an employee on such dates.

During the vesting period, recipients do not earn dividends on, and are not entitled to vote with respect to, the time-based restricted stock units.

Each performance-based restricted stock unit earned will convert into either one share of Trinity common stock or the cash value of one share of common stock and vest on May 15, 2020. In the event of death or disability occurring prior to the third anniversary of the date of grant, the performance metrics will be assumed to have been met at target, with the actual number of shares to be awarded determined by multiplying the target grant by a fraction, the numerator of which is the number of days since the date of grant to the date of death or disability and the denominator of which is the number of days in the full performance period. In the event of a change in control of Trinity, the performance metrics will be assumed to have been met at target level and the recipients will earn the target grant of units. In the event of retirement or termination without cause prior to the third anniversary of the date of grant, the number of performance-based restricted stock units earned will be based on the level of achievement for the entire performance period, multiplied by a fraction, the numerator of which is the number of days from the date of grant to the date of retirement or termination without cause, and the denominator of which is the number of days in the full performance period. However, in the event of such a retirement or termination without cause, all units earned (and shares payable with respect thereto) are subject to forfeiture, at the discretion of the Trinity HR Committee, if the recipient of the grant is affiliated in certain respects with a competitor, customer, or supplier of Trinity.

The non-equity incentive plan awards for 2017 to the named executive officers were based on Trinity EPS of $1.46. This is a reduction of Trinity’s reported EPS of $4.52 to exclude the one-time $3.06 benefit related to the effects of the Act.

Trinity has a 401(k) Plan that permits employees to elect to set aside a portion of their compensation (subject to the maximum limit on the amount of compensation permitted by the Code to be deferred for this purpose) in a trust to pay future retirement benefits. Depending upon years of service, Trinity may match up to 50 percent of no more than 6 percent of the employee’s compensation set aside for this purpose. For employees who participate in the enhancement to the 401(k) Plan, Trinity contributes up to an additional 3 percent of the employee’s base salary (subject to the maximum limit permitted by the Code) depending upon years of service to the account of employees participating in the enhanced portion of the 401(k) Plan as an Annual Retirement Contribution.

Therefore, commencing with the 401(k) Plan’s 2009 plan year, the named executive officer was eligible to participate in the enhanced portion of the 401(k) Plan. Matching contributions under the Supplemental Plan are discussed under “Nonqualified Deferred Compensation”.

Base salary, the Executive Perquisite Allowance, and annual incentive compensation in 2017 represented from 0 percent to 52 percent of the named executive officers’ total compensation as reflected in the “Summary Compensation Table”.

104

Outstanding Equity Awards at 2017 Fiscal Year End

The following table summarizes as of December 31, 2017, for each named executive officer, the number of unexercised options and the number of shares of unvested restricted stock. The market value of the stock awards was based on the closing price of Trinity common stock as of December 29, 2017, which was $37.46.

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)			Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Antonio Carrillo		—		$	—			—	(3)	$	—	(3)
		—	(2)		—	(2)		—	(4)		—	(4)
Scott Beasley		34,563			1,294,730			1,800	(3)		67,428	(3)
		—	(2)		—	(2)		4,989	(4)		186,888	(4)

(1) The following table provides the vesting date of unvested stock awards.

Vesting Date	Antonio Carrillo		Scott Beasley
5/15/2018		—		11,450
5/15/2019		—		10,450
5/15/2020		—		5,166
5/15/2021		—		7,497

(2) Represents the market value and actual number of performance-based shares to be awarded in 2018 upon certification by the Trinity HR Committee of the achievement of the financial performance goals from 2015 through 2017.

(3) Represents the threshold number or value, as applicable, of performance-based restricted stock units that could be earned if threshold financial performance goals are achieved. The actual number of shares to be issued in 2019 will be based on Trinity’s aggregate EPS and return on net assets (“RONA”) from 2016 through 2018. See “Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table” and “Compensation Discussion and Analysis - Performance Unit Component”.

(4) Represents the target number or value, as applicable, of performance-based restricted stock units that could be earned if target financial performance goals are achieved. The actual number of shares to be issued in 2020 will be based on Trinity’s cumulative EPS and cumulative return on operating capital (“ROOC”) from 2017 through 2019. See “Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table” and “Compensation Discussion and Analysis - Performance Unit Component”.

Option Exercises and Stock Vested in 2017

The following table summarizes for the named executive officers in 2017 (i) the number of shares acquired upon exercise of stock options and the value realized and (ii) the number of shares acquired upon the vesting of restricted stock and restricted stock units and the value realized, each before payout of any applicable withholding tax.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Antonio Carrillo		—	$	—		—	$	—
Scott Beasley		—		—		17,000		461,890

105

Nonqualified Deferred Compensation

The table below shows the contributions by the executives and Trinity, the aggregate earnings on nonqualified deferred compensation in 2017 and the aggregate balance at year end under nonqualified deferred compensation plans of Trinity.

Name	Executive Contributions in Last Fiscal Year(1)		Registrant Contributions in Last Fiscal Year(2)		Aggregate Earnings in Last Fiscal Year(3)		Aggregate Balance at Last Fiscal Year End(4)
Antonio Carrillo	$	—	$	—	$	—	$	—
Scott Beasley		21,600		4,612		2,175		28,387

(1) Salary and incentive compensation deferrals to Trinity’s Supplemental Plan. The amounts are also included in the “Summary Compensation Table” for 2017.

(2) Includes matching amounts under Trinity’s Supplemental Plan for Mr. Beasley of $4,612. These amounts are also included in the “Summary Compensation Table” for 2017.

(3) This column represents earnings in the Supplemental Plan. Earnings in the Supplemental Plan for Mr. Beasley were $2,175.

(4) Mr. Beasley did not participate in Trinity’s Supplemental Plan in 2016 and 2015.

Deferred Compensation Discussion

The Supplemental Plan was established for highly compensated employees who are limited as to the amount of deferrals allowed under Trinity’s 401(k) plan. Participants must elect to defer salary prior to the beginning of the fiscal year and annual incentive pay prior to the beginning of the year to which the incentive payments relate. The first 6 percent of a participant’s base salary and bonus contributed to the Supplemental Plan, less any compensation matched under the 401(k) plan, may be matched from 25 percent to 50 percent by Trinity based on years of service. Trinity’s match vests 20 percent for each year of service up to 100 percent after five years. Participants may choose from several mutual fund-like deemed investments.

If elected at the time of enrollment, participants may take an in-service distribution of deferrals three years after the end of the plan year in which the deferral was made. Amounts are paid out immediately on death. Upon termination of employment, amounts in the Supplemental Plan are paid out beginning six months after termination of employment in lump sum or annual installments from one to 20 years according to election of the participant.

Potential Payments upon Termination or Change-in-Control

Trinity named executive officers that terminate voluntarily, involuntarily, by death or by disability have the same death and disability benefits that are available to the majority of salaried employees. While employed by Trinity, salaried employees have a death benefit equal to the greater of their accrued benefit under the pension plan or one year of base salary for less than 10 years of service and 2½ times base salary for at least 10 years of service.

Trinity’s long-term disability plan provides salaried employees with a disability benefit after six months of disability of 60 percent of base salary up to a maximum of $12,000 a month while disabled and until normal retirement at age 65. Equity awards held by the named executive officers have no acceleration of vesting upon voluntary or involuntary termination but vesting is accelerated on death, disability, and in some cases retirement. Pursuant to the terms of the Change in Control Agreement described below, equity awards, and benefits under the Supplemental Plan, and 401(k) Plan vest upon a change in control. The annual incentive compensation agreements also provide that in the event of resignation or a change in control, the named executive officers may be paid a proration of the target bonus for the year in which the change in control occurs as of the date of the change in control.

106

The following table provides the dollar value of (i) accelerated vesting of equity awards and (ii) the payment of annual incentive compensation assuming each of the named executive officers had been terminated by death, disability, or retirement on December 31, 2017. As of December 31, 2017, there were no outstanding stock options held by any of the named executive officers.

	Antonio Carrillo		Scott Beasley
Death
Equity Awards	$	—	$	1,547,904
Annual Incentive Compensation(1)		—		150,000
Total	$	—	$	1,697,904
Disability
Equity Awards	$	—	$	1,547,904
Annual Incentive Compensation(1)		—		150,000
Total	$	—	$	1,697,904
Retirement
Equity Awards	$	—	$	105,217
Annual Incentive Compensation(1)		—		150,000
Total	$	—	$	255,217

(1) Assumes payment of 2017 annual incentive compensation at target amount.

Trinity named executive officers have entered into a Change in Control Agreement (the “Agreement”) with Trinity. In addition to the acceleration of vesting upon a change in control as described above, the Agreement provides for compensation if the named executive officer’s employment is terminated under one of the circumstances described in the Agreement in connection with a “change in control” of Trinity. A “change in control” is generally defined as (i) any other person or entity acquires beneficial ownership of 30 percent or more of Trinity’s outstanding common stock or the combined voting power over Trinity’s outstanding voting securities unless the transaction resulting in the person becoming the beneficial owner of 30 percent or more of the combined voting power is approved in advance by Trinity’s Board; (ii) the incumbent directors cease for any reason to constitute at least a majority of Trinity’s Board; (iii) the completion of certain corporate transactions including a reorganization, merger, statutory share exchange, consolidation or similar transaction, a sale or other disposition of all or substantially all of Trinity’s assets, or the acquisition of assets or stock of another entity, subject to certain exceptions; or (iv) the stockholders approve a complete liquidation or dissolution of Trinity.

The Agreements are for continuous two-year terms until terminated by Trinity upon specified notice and continue for two years following a change in control. The Agreements contain a “double trigger” provision that requires both a change in control of Trinity and a qualifying termination of the named executive officer’s employment before compensation will be paid under the Agreement. A qualifying termination must be for (i) reasons other than as a result of the executive’s death, disability, retirement, or termination of the named executive officer’s employment by Trinity for “cause”; or (ii) termination of employment by the named executive officer for “good reason”.

“Cause” is generally defined as a participant’s (i) willful and continued failure to substantially perform his employment duties with Trinity; (ii) misappropriation or embezzlement from Trinity or any other act or acts of dishonesty by the participant constituting a felony that results in gain to the participant at Trinity’s expense; (iii) conviction of the participant of a felony involving moral turpitude; or (iv) the refusal of the participant to accept offered employment after a change in control.

“Good reason” is generally defined as, following a change in control, (i) a material adverse change in a participant’s working conditions or responsibilities; (ii) assignment to the participant of duties inconsistent with the participant’s position, duties, and reporting responsibilities; (iii) a change in the participant’s titles or offices; (iv) a reduction in the participant’s annual base salary; (v) a material reduction in the participant’s benefits, in the aggregate, under the benefits plans, incentive plans, and securities plans; (vi) failure to provide a participant with the number of paid vacation days entitled at the time of a change in control; (vii) any material breach by Trinity of the Agreement; (viii) any successor or assign of Trinity fails to assume the Agreement; (ix) the relocation of the participant’s principal place of employment outside of Dallas County, Texas; or (x) any purported termination not conducted pursuant to a notice of termination by Trinity.

107

The severance benefits provided by the Agreements also include, for 36 months after termination, continuation of all medical, dental, vision, health, and life insurance benefits which were being provided to the named executive officer at the time of termination of employment and a lump sum equivalent to the amount of income tax payable due to the continuation of insurance benefits.

If each named executive officer’s employment had been terminated on December 31, 2017 under one of the circumstances described in the Agreement in connection with a change in control of Trinity, the named executive officers would have received the following:

Name	Restricted Stock(1)		Annual Incentive Compensation(2)		Cash Compensation(3)		Continuation of Benefits(4)		Total
Antonio Carrillo	$	—	$	—	$	—	$	—	$	—
Scott Beasley		1,803,774		150,000		658,836		82,178	$	2,694,788

(1) Accelerated vesting of equity awards.

(2) Assumes payment of 2017 annual incentive compensation at target amount.

(3) Cash lump sum equal to 1.5 times base salary and applicable bonus.

(4) Estimated cost of continuation for 36 months of medical and life insurance benefits and any additional income tax payable by the executive as a result of these benefits.

108

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Procedures for Approval of Related Person Transactions

Arcosa expects that the Governance Committee will adopt a written policy (which Arcosa expects will be available with the governance materials on Arcosa’s website at www.arcosa.com) by which the Governance Committee, or the chair of such committee, as applicable, is responsible for the review, approval, and ratification of all transactions with related persons that are required to be disclosed under the rules of the SEC. It is expected that under the policy, a related person will include any of Arcosa’s directors, executive officers, certain stockholders and any of their respective immediate family members. It is expected that the policy will apply to Related Person Transactions which are transactions in which Arcosa participates, a related person has a direct or indirect material interest, and the amount exceeds $120,000. It is expected that under the policy, the chief legal officer (the “CLO”) will review potential transactions and in consultation with the CEO and CFO will assess whether the proposed transaction would be a Related Person Transaction, and if the CLO determines the proposed transaction would be a Related Person Transaction, the proposed transaction would be submitted to the Governance Committee, or the chair of such committee, as applicable, for review and consideration. Arcosa expects that in reviewing Related Person Transactions, the Governance Committee, or the chair of such committee, as applicable, would consider all relevant facts and circumstances available, including, but not limited to the following:

• the benefits to Arcosa of the Related Person Transaction;

• the impact of a director’s independence if the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer;

• the availability of other sources for comparable products and services;

• the terms of the transaction; and

• the terms available to unrelated third parties or employees generally.

Arcosa expects that after reviewing such information, the Governance Committee, or the chair of such committee, as applicable, may approve the Related Person Transaction if the committee, or the chair of the committee, as applicable, concludes in good faith that the Related Person Transaction is in, or is not inconsistent with, the best interests of Arcosa and its stockholders.

It is also expected that under the policy, Arcosa’s Human Resources Committee must approve hiring of immediate family members of executive officers or directors and any subsequent material changes in employment or compensation.

The Distribution from Trinity

The distribution will be accomplished by Trinity distributing all of its shares of Arcosa common stock to holders of Trinity common stock entitled to such distribution, as described in “The Separation and Distribution” section included elsewhere in this information statement. Completion of the distribution will be subject to satisfaction or waiver by Trinity of the conditions to the distribution, as described in “The Separation and Distribution— Conditions to the Distribution” section included elsewhere in this information statement.

Agreements with Trinity

Following the separation and distribution, Trinity and Arcosa will be independent companies, and the relationship between Arcosa and Trinity will be governed by, among others, a separation and distribution agreement, a transition services agreement, a tax matters agreement and an employee matters agreement. These agreements will provide for the allocation between Arcosa and Trinity of Trinity’s and Arcosa’s assets, employees, liabilities, and obligations (including employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Arcosa’s spin-off from Trinity.

The material agreements described below are filed as exhibits to the registration statement on Form 10 of which this information statement is a part, and the summaries below set forth the current terms of the agreements that Arcosa believes are material. These summaries are qualified in their entireties by reference to the full text of the applicable agreements, which are incorporated by reference into this information statement. The terms of the agreements described below that will be in effect following the spin-off have not yet been finalized; changes to these agreements, some of which may be material, may be made prior to Arcosa’s spin-off from Trinity.

109

The Separation and Distribution Agreement

The Separation and Distribution Agreement will set forth Arcosa’s agreement with Trinity regarding the principal transactions necessary to separate Arcosa from Trinity. It will also set forth other agreements that govern certain aspects of Arcosa’s relationship with Trinity after the completion of the separation plan. The parties intend to enter into the Separation and Distribution Agreement immediately before the distribution of Arcosa common stock to Trinity stockholders.

Transfer of Assets and Assumption of Liabilities. The Separation and Distribution Agreement will identify assets to be transferred, liabilities to be assumed, and contracts to be assigned to each of Arcosa and Trinity as part of the reorganization of Trinity, and will describe when and how these transfers, assumptions, and assignments will occur, although many of the transfers, assumptions, and assignments will have already occurred prior to the parties’ entering into the Separation and Distribution Agreement. In particular, the Separation and Distribution Agreement will provide that, subject to the terms and conditions contained in the Separation and Distribution Agreement:

• Assets primarily related to and liabilities (including whether accrued, contingent or otherwise) relating to certain businesses of Trinity will be retained by or transferred to Arcosa or one of Arcosa’s subsidiaries.

• All other assets and liabilities (including whether accrued, contingent or otherwise) of Trinity will be retained by or transferred to Trinity or one of its subsidiaries (other than Arcosa or one of Arcosa’s subsidiaries).

• Generally, liabilities related to, arising out of or resulting from businesses of Trinity that were previously discontinued or divested may be allocated to Trinity.

• Each party or one of its subsidiaries will assume or retain any liabilities (including under applicable federal and state securities laws) relating to, arising out of or resulting from any registration statement or similar disclosure document relating to the sale or distribution of any security after the separation (including periodic disclosure obligations).

• Trinity will assume or retain any liability relating to, arising out of or resulting from any registration statement or similar disclosure document related to the separation (including the Form 10 and this information statement).

• Except as otherwise provided in the Separation and Distribution Agreement or any ancillary agreement, all costs and expenses incurred on or prior to the effective date of the spin-off transaction by Trinity or Arcosa in connection with the spin-off transaction (including, without limitation, costs and expenses relating to legal counsel, financial advisors, and accounting advisory work related to the separation) will be paid by Trinity.

The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the employee matters agreement, are solely covered by the tax matters agreement.

Except as may expressly be set forth in the Separation and Distribution Agreement or any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary consents or governmental approvals are not obtained, and that any requirements of laws or judgments are not complied with.

Information in this information statement with respect to the assets and liabilities of the parties following the separation is presented based on the allocation of such assets and liabilities pursuant to the Separation and Distribution Agreement, unless the context otherwise requires. Certain of the liabilities and obligations to be assumed by one party or for which one party will have an indemnification obligation under the Separation and Distribution Agreement and the other agreements relating to the separation may be, and following the separation may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the Separation and Distribution Agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

The Distribution. The Separation and Distribution Agreement will also govern the rights and obligations of the parties regarding the proposed distribution. Prior to the distribution, Arcosa will distribute to Trinity as a stock dividend the

110

number of shares of such Arcosa’s common stock distributable in the distribution. Trinity will cause its agent to distribute to Trinity stockholders that hold shares of Trinity’s common stock as of the applicable record date all the issued and outstanding shares of Arcosa’s common stock. Trinity will have the sole and absolute discretion to determine (and change) the terms of, and whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the date of the distribution.

Conditions. The Separation and Distribution Agreement will provide that the distribution is subject to several conditions that must be satisfied or waived by Trinity in its sole discretion. For further information regarding the conditions relating to Arcosa’s separation from Trinity, see the section entitled “The Separation and Distribution—Conditions to the Distribution”.

Releases and Indemnifications. Except as otherwise provided in the Separation and Distribution Agreement or any ancillary agreement, each party will release and forever discharge the other party and its subsidiaries and affiliates from all liabilities existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the distribution, whether or not known as of the distribution. The releases will not extend to obligations or liabilities under any agreement between the parties that is not to terminate as of the distribution. In addition, the Separation and Distribution Agreement will provide for cross-indemnities that, except as otherwise provided in the Separation and Distribution Agreement, are principally designed to place financial responsibility for the obligations and liabilities of Arcosa’s business with Arcosa and financial responsibility for the obligations and liabilities of Trinity’s business with Trinity. Specifically, each party will, and will cause its subsidiaries and affiliates to, indemnify, defend, and hold harmless the other party, its affiliates and subsidiaries and each of its officers, directors, employees, and agents for any losses arising out of or otherwise in connection with:

• the liabilities each such party assumed or retained pursuant to the Separation and Distribution Agreement;

• the failure of a party to pay, perform or otherwise promptly discharge any liability assumed or retained pursuant to the Separation and Distribution Agreement in accordance with their respective terms; and

• any breach by such party of the Separation and Distribution Agreement or any ancillary agreement.

Indemnification with respect to taxes will be governed solely by the tax matters agreement.

Legal Matters. Except as otherwise set forth in the Separation and Distribution Agreement (or as further described below), each party to the Separation and Distribution Agreement will assume the liability for, and control of, all pending, threatened and future legal matters related to its own business or assumed or retained liabilities and will indemnify the other party for any liability arising out of or resulting from such assumed legal matters. Each party to a claim will agree to cooperate in the prosecution or defense of any claims involving the other party for events that took place prior to, on or after the date of separation.

Insurance. Arcosa will be responsible for obtaining and maintaining Arcosa’s own insurance coverage and will no longer be an insured party under Trinity’s insurance policies following the separation.

Non-Compete. The Separation and Distribution Agreement will include certain noncompetition obligations with respect to the parties not engaging in certain future business and activities. Specifically, and subject to certain exceptions, for a period of five years following the date of the distribution, a party will not directly or indirectly own, invest in, operate, manage, control, participate or engage in any Prohibited Business. “Prohibited Business” means (i) with respect to Trinity or any member of the Trinity group, the Arcosa business as conducted immediately following the separation; and (ii) with respect to Arcosa or any member of the Arcosa group, the Trinity business as conducted immediately following the separation.

Dispute Resolution. Subject to certain exceptions, if a dispute arises with Trinity arising out of, in connection with, or in relation to the Separation and Distribution Agreement or any ancillary agreement or the transactions contemplated thereby, the general counsels and/or management of the parties and such other representatives as the parties may designate will negotiate to resolve any disputes for a reasonable period of time. If the parties are unable to resolve the dispute in this manner, then either party may demand that the dispute be submitted to nonbinding mediation. If the issue has not been resolved in mediation, either party may demand that the dispute be submitted to arbitration for final determination. The dispute will be exclusively and finally determined by arbitration (by a three-person arbitral tribunal) if the amount in dispute is less than $25,000,000.

111

Other Matters Governed by the Separation and Distribution Agreement. Other matters governed by the Separation and Distribution Agreement include access to information, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

Transition Services Agreement

Upon Arcosa’s separation from Trinity, Arcosa will enter into a transition services agreement with Trinity to provide for Arcosa’s orderly transition to being an independent company and to allow Trinity time to replace certain assets that will be allocated to Arcosa. Under the transition services agreement, each of Trinity and Arcosa will provide the other party with various services, including services relating to human resources, benefits administration, payroll, technology and information technology. The charges for such services are generally intended to allow the service provider to recover all of its direct and indirect costs, generally without profit.

The transition services agreement is being negotiated in the context of a parent-subsidiary relationship and in the context of the separation of Trinity into two companies. All services to be provided under the transition services agreement will be provided for a specified period of time depending on the type and scope of the services to be provided, with terms for such services ranging up to 18 months (which may be extended in certain circumstances). After the expiration of the arrangements contained in the transition services agreement, Arcosa may not be able to replace the services provided by Trinity in a timely manner or on terms and conditions, including cost, as favorable as those Arcosa has received from Trinity. Arcosa is developing a plan to increase its own internal capabilities in the future to reduce its reliance on Trinity for these services. Arcosa will have the right to receive reasonable information with respect to the charges to it by Trinity and other service providers for transition services provided by them. In addition, after the expiration of the arrangements contained in the transition services agreement, Trinity will no longer pay Arcosa for the services provided by Arcosa to it and, accordingly, Arcosa’s cost of carrying the assets used to provide such services may increase.

Tax Matters Agreement

Arcosa and Trinity will enter into a tax matters agreement immediately prior to the distribution that will generally govern Arcosa’s and Trinity’s respective rights, responsibilities, and obligations with respect to tax liabilities and benefits (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the distribution and certain related transactions to qualify as tax-free for United States federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes.

Allocation of Taxes. In general, under the agreement:

• Arcosa will be responsible for any United States federal, state, local and foreign taxes (and any related interest, penalties or audit adjustments) attributable to Arcosa or any of its subsidiaries (as determined immediately after the distribution) reportable on a consolidated, combined or unitary return that includes Trinity and/or or any of its subsidiaries (and Arcosa and/or any of its subsidiaries) for any periods or portions thereof ending on or prior to the date of the distribution. Trinity will be responsible for any other United States federal, state, local and foreign taxes as well as any related interest, penalties or audit adjustments reported on such consolidated, combined, or unitary tax returns.

• Otherwise, Arcosa will be responsible for any United States federal, state, local and foreign taxes, as well as any related interest, penalties or audit adjustments that are imposed on Arcosa and/or any of its subsidiaries for all tax periods, whether before or after the date of the distribution.

Neither party’s obligations under the tax matters agreement will be limited in amount or subject to any cap.

Administrative Matters. The tax matters agreement will also assign responsibilities for administrative matters, such as the filing of returns, payment of taxes due, retention of records, and conduct of audits, examinations, or similar proceedings. In addition, the tax matters agreement will provide for cooperation and information sharing with respect to tax matters.

Trinity will generally be responsible for preparing and filing any tax return that includes Trinity and/or any of its subsidiaries (as determined immediately after the distribution), including those that also include Arcosa and/or any of its subsidiaries. Arcosa will generally be responsible for preparing and filing any tax returns that include only Arcosa and/or any of its subsidiaries.

112

The party responsible for preparing and filing a given tax return will generally have exclusive authority to control tax contests related to any such tax return. Arcosa will generally have exclusive authority to control tax contests with respect to tax returns that include only Arcosa and/or any of its subsidiaries.

Preservation of the Tax-free Status of Certain Aspects of the Separation. Arcosa and Trinity intend for the distribution and certain related transactions to qualify as a reorganization pursuant to which no gain or loss is recognized by Trinity or its stockholders for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 and related provisions of the Code.

It is a condition to the completion of the distribution that Trinity receives (i) a private letter ruling from the IRS and (ii) an opinion of each of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Trinity, and KPMG, tax advisor to Trinity, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code. In connection with the IRS ruling and the tax opinions, Arcosa and Trinity have made and will make certain representations regarding the past and future conduct of their respective businesses and certain other matters.

Arcosa will also agree to certain covenants that contain restrictions intended to preserve the tax-free status of the distribution and certain related transactions. Arcosa may take certain actions prohibited by these covenants only if Trinity receives a private letter ruling from the IRS or Arcosa obtains and provides to Trinity an opinion from a United States tax counsel or accountant of recognized national standing, acceptable to Trinity in its sole and absolute discretion, to the effect that such action would not jeopardize the tax-free status of these transactions. Arcosa will be barred from taking any action, or failing to take any action, where such action or failure to act adversely affects the tax-free status of these transactions, for all time periods. In addition, during the time period ending two years after the date of the distribution, these covenants will include specific restrictions on Arcosa’s:

• issuance or sale of stock or other securities (including securities convertible into Arcosa stock but excluding certain compensatory arrangements);

• sales of assets outside the ordinary course of business; and

• entering into any other corporate transaction which would cause Arcosa to undergo a 40 percent or greater change in its stock ownership.

Arcosa will generally agree to indemnify Trinity and its affiliates against any and all tax-related liabilities incurred by them relating to the distribution and certain other aspects of the separation to the extent caused by an acquisition of Arcosa stock or assets or by any other action undertaken by Arcosa. This indemnification provision will apply even if Trinity has permitted Arcosa to take an action that would otherwise have been prohibited under the tax-related covenants described above. In addition, Arcosa will generally be responsible for its proportional share, based on the relative market capitalizations of Arcosa and Trinity as of the date of the distribution, of any and all tax-related liabilities relating to the distribution and certain other aspects of the separation, where such tax-related liabilities were not the result of any act or failure to act on the part of Arcosa or Trinity.

Employee Matters Agreement

Prior to Arcosa’s spin-off from Trinity, Arcosa will also enter into an employee matters agreement with Trinity. The employee matters agreement will govern Trinity’s, Arcosa’s and the parties’ respective subsidiaries’ and affiliates’ rights, responsibilities, and obligations after the spin-off with respect to the following matters:

• employees and former employees (and their respective dependents and beneficiaries) who are or were employed with Trinity, Arcosa or the parties’ respective subsidiaries or affiliates;

• the allocation of assets and liabilities generally relating to employees, employment or service-related matters and employee benefit plans;

• employee compensation plans and director compensation plans, including equity plans; and

• other human resources, employment, and employee benefits matters.

113

The employee matters agreement will provide that, unless otherwise specified, Trinity will be responsible for liabilities associated with employees who will be employed by Trinity following the separation and former employees whose last employment was with Trinity and certain specified current and former corporate employees, and Arcosa will be responsible for liabilities associated with employees who will be employed by Arcosa following the separation and former employees whose last employment was with the infrastructure businesses unless allocated to Trinity.

Employee Benefits Generally

Arcosa employees will be eligible to participate in Arcosa benefit plans as of the distribution date, except as described below, in accordance with the terms and conditions of the Arcosa plans as in effect from time to time. Arcosa employees will commence participation under the health and welfare plans adopted by Arcosa as of January 1, 2019. Arcosa expects to continue, at least through the one-year anniversary of the distribution date, compensation and employee benefits that, in the aggregate, are substantially similar to the compensation and benefits provided to the Arcosa employees prior to the separation.

Credited Service

Arcosa anticipates that it will recognize and give full credit for employee service with Trinity for purposes of determining benefit eligibility, participation, vesting and calculation of benefits under Arcosa’s benefit plans, to the same extent that such service was credited by Trinity for similar purposes prior to the separation.

United States Defined Contribution Plan

Current Arcosa employees will be eligible to participate in Arcosa’s 401(k) plan as of the distribution date to the extent they were eligible to participate in Trinity’s 401(k) plan immediately prior to the distribution. It is expected that the employee matters agreement will provide for the transfer of account assets and liabilities in respect of current Arcosa employees from the Trinity 401(k) plan to the Arcosa 401(k) plan within approximately 30 days following the separation.

Treatment of Nonqualified Plans

Non-employee directors who serve on the Arcosa Board of Directors will be eligible to participate in Arcosa’s director fees plan as of the distribution date. For such Arcosa non-employee directors who served as directors of Trinity prior to the spin-off, it is expected that the employee matters agreement will provide for the transfer of the account balances in respect of such Arcosa non-employee directors from the Trinity director fees plan to the Arcosa director fees plan following the separation; provided that the provisions of the employee matters agreement relating to the treatment of Trinity equity awards will govern the deferred director fees that are in the form of Trinity restricted stock units or phantom stock units (which units are settled in cash based on the value of Trinity common stock).

Current Arcosa employees will be eligible to participate in Arcosa’s supplemental profit sharing plan as of the distribution date to the extent they were eligible to participate in Trinity’s supplemental profit sharing plan immediately prior to the distribution. It is expected that the employee matters agreement will provide for the transfer of the account balances in respect of such Arcosa employees from the Trinity supplemental profit sharing plan to the Arcosa supplemental profit sharing plan following the separation.

Welfare Benefit Plans

Arcosa generally expects to establish health and welfare plans in accordance with the employee matters agreement. For the remainder of 2018, Arcosa employees will continue to participate in Trinity’s health and welfare plans and Arcosa will be responsible for expenses as incurred and any associated run-out costs allocated to Arcosa under the transition services agreement. The employee matters agreement will provide that liabilities relating to or arising out of health and welfare coverage or claims incurred by the Arcosa employees will be assumed by Arcosa.

Treatment of Annual Incentive Plan

Each employing company (both Trinity and Arcosa) will pay earned bonuses in respect of the 2018 fiscal year at the regularly scheduled time in March, 2019 under the Annual Incentive Plan. Bonuses earned by Arcosa employees will be funded by Trinity for performance and eligibility for the period prior to the distribution date, and each employing company will measure performance independently following the separation.

114

Equity Compensation Awards

The employee matters agreement will provide for the treatment of outstanding equity awards of Trinity in connection with the separation. The following discussion describes the expected treatment of Trinity equity awards in connection with the separation. We expect that the treatment described below would become effective as of the distribution date.

Each holder of outstanding Trinity restricted stock awards (including restricted stock awards, career shares and career step shares) and each holder of time-based restricted stock units granted in and prior to 2017, will receive an Arcosa restricted stock award or restricted stock unit award, as applicable, in respect of such number of Arcosa shares as determined by applying the distribution ratio applicable to Trinity shareholders in the same way as if the outstanding Trinity restricted stock awards or restricted stock unit awards were comprised of fully vested Trinity common shares as of the distribution date. Similarly, all Trinity restricted stock awarded in and prior to 2018 and time-based restricted stock units awarded in and prior to 2017 held by a non-employee director of Trinity, including non-employee directors who become members of the Arcosa Board of Directors upon the separation, will entitle such non-employee director to receive an Arcosa restricted stock award or restricted stock unit award, as applicable, in respect of such number of Arcosa shares as determined by applying the distribution ratio applicable to Trinity shareholders in the same way as if the outstanding Trinity restricted stock awards or restricted stock awards were comprised of fully vested Trinity common shares as of the distribution date. Time-based restricted stock units granted in 2018 held by non-employee directors who become members of the Arcosa Board of Directors upon the separation will be converted to Arcosa restricted stock units covering an adjusted number of shares of Arcosa common stock so as to preserve the value that existed with respect to such awards immediately prior to the separation. Similarly, phantom stock units credited to the accounts of such non-employee directors under the Trinity director fees plan will be converted to Arcosa phantom stock units covering an adjusted number of shares of Arcosa common stock and transferred to the non-employee director's account under the Arcosa director fees plan.

Outstanding Trinity performance-based restricted stock units (granted in 2017 and prior) and Trinity 2018 performance-based restricted stock units and 2018 time-based restricted stock units, in each case held by Arcosa employees, are expected to be converted into Arcosa equity awards under the new Arcosa long-term incentive plan. Generally, this conversion will not result in Arcosa equity awards being subject to different terms and conditions as were in effect prior to the spin-off, except that outstanding performance-based restricted stock units granted in 2017 and prior will be converted into restricted stock units with time-based vesting. Outstanding Trinity performance-based restricted stock units (granted in 2017 and prior) and Trinity 2018 performance-based restricted stock units and 2018 time-based restricted stock units, in each case held by Trinity employees, are expected to remain outstanding Trinity awards, as adjusted to account for the separation.

Non-U.S. Employees

The provisions of the employee matters agreement generally cover employees in the non-U.S. jurisdictions. All actions taken with respect to non-U.S. Arcosa employees or U.S. Arcosa employees working in non-U.S. jurisdictions will be subject to and accomplished in accordance with applicable law in the custom of the applicable jurisdictions.

Other Matters Governed by the Employee Matters Agreement

Other matters governed by the employee matters agreement include, among other things, establishment and administration of vacation and leave of absence programs, access to and provision of records, and preservation of fiduciary and amendment powers.

Intellectual Property Matters Agreement

Arcosa intends to enter into an intellectual property matters agreement with Trinity, under which Trinity will license certain intellectual property to Arcosa, and Arcosa will license certain intellectual property to Trinity. The licenses will be perpetual, irrevocable, royalty-free, fully paid-up, worldwide licenses, in connection with the current and future operation of the businesses, subject to certain limitations.

115

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date hereof, all of our outstanding shares of common stock are owned by Trinity. Immediately after the distribution, Trinity will own no shares of our common stock.

The following table provides information with respect to the expected beneficial ownership of our common stock immediately after the distribution by (i) each person who we believe will be a beneficial owner of more than 5 percent of our outstanding shares of common stock, (ii) each of our expected directors, director nominees, and named executive officers and (iii) all expected directors and executive officers as a group. We based the share amounts on each person’s beneficial ownership of shares of Trinity common stock as of [ • ], unless we indicate some other basis for the share amounts, and assuming a distribution ratio of [ • ] shares of our common stock for every [ • ] share(s) of Trinity common stock. Beneficial ownership is determined in accordance with the rules of the SEC.

To the extent our directors and officers own shares of Trinity common stock at the time of the spin-off, they will participate in the distribution on the same terms as other holders of shares of Trinity common stock.

The address of each director, director nominee and executive officer shown in the table below is c/o Arcosa, [ • ].

Name and Address of Beneficial Owner	Shares of Arcosa’s Common Stock to be Beneficially Owned Upon the Distribution		% of Class
Antonio Carrillo		[•]		[•]
Scott Beasley		[•]		[•]

116

DESCRIPTION OF INDEBTEDNESS

We intend to enter into certain financing arrangements, which are expected to provide committed credit availability, prior to or concurrently with the spin-off. A description of such financing arrangements will be included in an amendment to the registration statement of which this information statement is a part.

117

DESCRIPTION OF CAPITAL STOCK

Arcosa’s certificate of incorporation and bylaws will be amended and restated prior to the spin-off. The following is a summary of the currently expected material terms of Arcosa’s capital stock that will be contained in the restated certificate of incorporation and amended and restated bylaws. The summaries and descriptions below do not purport to be complete statements of the relevant provisions of the certificate of incorporation or of the bylaws to be in effect at the time of the distribution. The summary is qualified in its entirety by reference to these documents, which you should read (along with the applicable provisions of Delaware law) for complete information on Arcosa’s capital stock at the time of the distribution. The certificate of incorporation and bylaws to be in effect at the time of the distribution are included as exhibits to the registration statement on Form 10, of which this information statement is a part.

Authorized Capital Stock

Immediately following the distribution, Arcosa’s authorized capital stock will consist of [ • ] million shares of common stock, par value $0.01 per share, and [ • ] million shares of preferred stock, par value $0.01 per share.

Common Stock

Immediately following the distribution, Arcosa expects that approximately [ • ] million shares of its common stock will be issued and outstanding based upon approximately [ • ] million shares of Trinity common stock that Arcosa expects to be outstanding on the record date. All outstanding shares of Arcosa common stock, when issued, will be fully paid and non-assessable.

Each holder of Arcosa common stock will be entitled to one vote for each share on all matters to be voted upon by the common stockholders. The holders of Arcosa common stock will not be entitled to cumulative voting of their shares. Subject to any preferential rights of any outstanding preferred stock, holders of Arcosa common stock will be entitled to receive ratably the dividends, if any, as may be declared from time to time by its Board of Directors out of funds legally available for that purpose. If there is a liquidation, dissolution, or winding up of Arcosa, holders of its common stock would be entitled to ratable distribution of its assets remaining after the payment in full of liabilities and any preferential rights of any outstanding preferred stock.

Holders of Arcosa common stock will have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences, and privileges of the holders of Arcosa common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that Arcosa may designate and issue in the future.

Preferred Stock

Under the terms of our restated certificate of incorporation, our Board of Directors will be authorized to issue shares of preferred stock in one or more series without further action by the holders of our common stock. Our Board of Directors will have the discretion, subject to limitations prescribed by Delaware law and by our restated certificate of incorporation, to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, terms of redemption, and liquidation preferences, of each series of preferred stock.

Although our Board of Directors does not currently intend to do so, it could authorize Arcosa to issue a class or series of preferred stock that could, depending upon the terms of the particular class or series, delay, defer, or prevent a transaction or a change of control of our Company, even if such transaction or change of control involves a premium price for our stockholders or our stockholders believe that such transaction or change of control may be in their best interests. Arcosa’s Board of Directors may be able to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock.

Limitations on Liability, Indemnification of Officers and Directors and Insurance

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors, and our restated certificate of incorporation will include such an exculpation provision. Our restated certificate of incorporation and amended and restated bylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of Arcosa, or for serving at Arcosa’s request as a director or officer or another position at another corporation or enterprise, as

118

the case may be. Our restated certificate of incorporation and amended and restated bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers, subject to our receipt of an undertaking from the indemnified party as may be required under the DGCL. Arcosa’s restated certificate of incorporation will expressly authorize Arcosa to carry directors’ and officers’ insurance to protect Arcosa, its directors, officers, and certain employees against certain liabilities.

The limitation of liability and indemnification provisions that will be in our restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might otherwise benefit Arcosa and its stockholders. Your investment may be adversely affected to the extent that, in a class action or direct suit, Arcosa pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. However, these provisions will not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal securities laws.

Anti-Takeover Effects of Various Provisions of Delaware Law and our Certificate of Incorporation and Bylaws

Provisions of the DGCL and our restated certificate of incorporation and amended and restated bylaws could make it more difficult to acquire Arcosa by means of a tender offer, a proxy contest or otherwise or to remove incumbent officers and directors. These provisions are expected to discourage certain types of coercive takeover practices and takeover bids that our Board of Directors may consider inadequate and to encourage persons seeking to acquire control of the Company to first negotiate with our Board of Directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure it outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Anti-Takeover Provisions. Arcosa will be subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15 percent or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by our Board of Directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by our stockholders.

Classified Board. Arcosa’s restated certificate of incorporation and amended and restated bylaws will provide that its Board of Directors will initially be divided into three approximately equal classes. The directors designated as Class I directors will have terms expiring at the first annual meeting of stockholders following the distribution, which Arcosa expects to hold in 2019. The directors designated as Class II directors will have terms expiring at the 2020 annual meeting of stockholders, and the directors designated as Class III directors will have terms expiring at the 2021 annual meeting. Commencing with the 2019 annual meeting of stockholders, directors for each class will be elected at the annual meeting of stockholders held in the year in which the term for that class expires. At the 2019 annual meeting of stockholders, Class I directors will be elected to three-year terms expiring at the 2022 annual meeting of stockholders. At the 2020 annual meeting of stockholders, Class II directors will be elected to one-year terms expiring at the 2021 annual meeting of stockholders. At the 2021 annual meeting of stockholders, Class III directors will be elected to one-year terms expiring at the 2022 annual meeting of stockholders. From and after the 2022 annual meeting of shareholders, the Board of Directors will no longer be classified under Section 141(d) of the DGCL and each director will stand for election annually. Members of the Board of Directors will be elected by a majority of the votes cast at each annual meeting of stockholders, except that a plurality standard applies in contested elections. The existence of a classified board provisions makes the replacement of incumbent directors more time consuming and difficult until we have phased out our classified Board of Directors. Accordingly, these provisions could discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of Arcosa.

119

Removal of Directors. Pursuant to applicable Delaware law, directors serving on a classified board of directors may be removed by stockholders only for cause, unless otherwise provided in the corporation’s certificate of incorporation. Arcosa’s restated certificate of incorporation will not include any provision allowing removal of directors without cause while Arcosa’s Board of Directors is classified.

Amendments to Bylaws. Arcosa’s restated certificate of incorporation will provide that Arcosa’s bylaws may be amended by Arcosa’s Board of Directors or by the affirmative vote of holders of at least a majority of the voting power of the shares entitled to vote at an election of directors.

Size of Board and Vacancies. Our restated certificate of incorporation and amended and restated bylaws will provide that the number of directors on its Board of Directors will be not less than five nor more than eleven, with the exact number of directors to be fixed exclusively by the Board of Directors. Any vacancies created in its Board of Directors resulting from any increase in the authorized number of directors will be filled by a majority of the Board of Directors then in office, provided that a quorum is present. Any vacancies created in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause will be filled by a majority of the Board of Directors then in office, even if less than a quorum is present, or by a sole remaining director. Any director appointed to fill a vacancy resulting from an increase in the number of directors of such class will hold office for a term that coincides with the remaining term of that class. Any director appointed to fill a vacancy not resulting from an increase in the number of directors will have the same remaining term as that of his or her predecessor.

Special Stockholder Meetings. Arcosa’s restated certificate of incorporation will provide that only the Board of Directors, the Chairperson of the Board of Directors or the President may call special meetings of Arcosa stockholders. Stockholders may not call special stockholder meetings.

Stockholder Action by Written Consent. Arcosa’s restated certificate of incorporation will expressly eliminate the right of its stockholders to act by written consent. Stockholder action must take place at the annual or a special meeting of Arcosa stockholders.

Advance Notice for Stockholder Proposals and Nominations. Our amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors (other than nominations made by or at the direction of the Board of Directors).

Certain Effects of Authorized but Unissued Stock. We may issue additional shares of common stock or preferred stock without stockholder approval, subject to applicable rules of the NYSE, or a comparable public market, and Delaware law, for a variety of corporate purposes, including future public or private offerings to raise additional capital, corporate acquisitions and employee benefit plans and equity grants. The existence of unissued and unreserved common and preferred stock may enable Arcosa to issue shares to persons who are friendly to current management, which could discourage an attempt to obtain control of Arcosa by means of a proxy contest, tender offer, merger or otherwise. We will not solicit approval of our stockholders for issuance of common or preferred stock unless our Board of Directors believes that approval is advisable or is required by applicable stock exchange rules or Delaware law.

No Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless the company’s certificate of incorporation provides otherwise. Our restated certificate of incorporation will not provide for cumulative voting.

Exclusive Forum. Arcosa’s restated certificate of incorporation will provide that unless the Board of Directors otherwise determines, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of Arcosa, any action asserting a claim of breach of a fiduciary duty owed by any director or officer of Arcosa to Arcosa or Arcosa’s stockholders, creditors, or other constituents, any action asserting a claim against Arcosa or any director or officer of Arcosa arising pursuant to any provision of the DGCL or Arcosa’s restated certificate of incorporation or amended and restated bylaws or any action asserting a claim against Arcosa or any director or officer of Arcosa governed by the internal affairs doctrine. However, if (and only if) the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, the action may be brought in another court sitting in the State of Delaware.

120

Sale of Unregistered Securities

On April 27, 2018, Arcosa issued 100 shares of its common stock to Trinity. Arcosa did not register the issuance of these shares under the Securities Act because such issuance did not constitute a public offering and therefore was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

Transfer Agent and Registrar

The transfer agent and registrar for the shares of common stock is [ • ]. The transfer agent and registrar’s address is [ • ].

Stock Exchange Listing

We intend to apply to list our common stock on the NYSE, or a comparable public market, under the symbol “[ • ]”.

121

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form 10, including exhibits and schedules filed with the registration statement of which this information statement is a part, under the Exchange Act, with respect to our common stock being distributed as contemplated by this registration statement. This information statement is part of, and does not contain all of the information set forth in, the registration statement and exhibits and schedules to the registration statement. For further information with respect to Arcosa and our common stock, please refer to the registration statement, including its exhibits and schedules. Statements made in this information statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement, including its exhibits and schedules, at the SEC’s public reference room, located at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330, as well as on the Internet website maintained by the SEC at www.sec.gov. Information contained on any website referenced in this information statement is not incorporated by reference in this information statement.

As a result of the distribution, Arcosa will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file periodic reports, proxy statements, and other information with the SEC, which will be available on the Internet website maintained by the SEC at www.sec.gov.

We intend to furnish holders of our common stock with annual reports containing consolidated financial statements prepared in accordance with United States generally accepted accounting principles and audited and reported on, with an opinion expressed by an independent registered public accounting firm.

You should rely only on the information contained in this information statement or to which we have referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this information statement.

122

INDEX TO COMBINED FINANCIAL STATEMENTS

	Page
Audited Annual Combined Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Annual Combined Statements of Comprehensive Income for the years ended December 31, 2017, 2016, and 2015		F-3
Annual Combined Balance Sheets as of December 31, 2017 and 2016		F-4
Annual Combined Statements of Cash Flows for the years ended December 31, 2017, 2016, and 2015		F-5
Annual Combined Statements of Parent Equity for the years ended December 31, 2017, 2016, and 2015		F-6
Notes to Audited Annual Combined Financial Statements		F-7
Unaudited Interim Combined Financial Statements
Combined Statements of Comprehensive Income for the three months ended March 31, 2018 and 2017		F-22
Combined Balance Sheets as of March 31, 2018 and December 31, 2017		F-23
Combined Statements of Cash Flows for the three months ended March 31, 2018 and 2017		F-24
Combined Statement of Parent Equity for the three months ended March 31, 2018		F-25
Notes to Unaudited Interim Combined Financial Statements		F-26

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Trinity Industries, Inc.

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Arcosa, Inc. (the Company) as of December 31, 2017 and 2016, and the related combined statements of comprehensive income, cash flows and parent equity for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ ERNST & YOUNG LLP

We have served as the Company’s auditor since 2018.

Dallas, Texas
May 15, 2018

F-2

Arcosa, Inc. and Subsidiaries
Annual Combined Statements of Comprehensive Income

	Year Ended December 31,
	2017		2016		2015
	(in millions)
Revenues	$	1,462.4	$	1,704.0	$	2,140.4
Operating costs:
Cost of revenues		1,167.7		1,355.9		1,659.7
Selling, engineering, and administrative expenses		163.0		147.3		173.4
Goodwill impairment		—		—		89.5
		1,330.7		1,503.2		1,922.6
Total operating profit		131.7		200.8		217.8
Other (income) expense		1.6		3.6		(1.4	)
Income before income taxes		130.1		197.2		219.2
Provision (benefit) for income taxes:
Current		30.1		51.1		86.4
Deferred		10.3		23.1		(2.2	)
		40.4		74.2		84.2
Net income		89.7		123.0		135.0
Other comprehensive loss		1.4		0.1		2.4
Comprehensive income	$	88.3	$	122.9	$	132.6

See accompanying notes to combined financial statements.

F-3

Arcosa, Inc. and Subsidiaries
Annual Combined Balance Sheets

	December 31, 2017			December 31, 2016
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	6.8		$	14.0
Receivables, net of allowance for doubtful accounts of $8.6 and $3.0		165.3			132.9
Inventories:
Raw materials and supplies		91.3			93.8
Work in process		47.2			63.7
Finished goods		108.3			106.2
		246.8			263.7
Other		9.9			9.3
Total current assets		428.8			419.9
Property, plant, and equipment, net		583.1			538.8
Goodwill		494.3			469.3
Deferred income taxes		8.8			10.5
Other assets		87.5			87.8
	$	1,602.5		$	1,526.3
LIABILITIES AND PARENT EQUITY
Current liabilities:
Accounts payable	$	56.0		$	48.9
Accrued liabilities		118.0			119.1
Current portion of long-term debt		0.1			—
Total current liabilities		174.1			168.0
Debt		0.4			—
Deferred income taxes		11.0			0.9
Other liabilities		9.1			15.6
		194.6			184.5
Parent equity:
Net parent investment		1,427.7			1,360.2
Accumulated other comprehensive loss		(19.8	)		(18.4	)
		1,407.9			1,341.8
	$	1,602.5		$	1,526.3

See accompanying notes to combined financial statements.

F-4

Arcosa, Inc. and Subsidiaries
Annual Combined Statements of Cash Flows

	Year Ended December 31,
	2017			2016			2015
	(in millions)
Operating activities:
Net income	$	89.7		$	123.0		$	135.0
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill impairment		—			—			89.5
Depreciation and amortization		65.7			65.6			67.8
Stock-based compensation expense		9.0			10.5			14.5
Provision (benefit) for deferred income taxes		10.3			23.1			(2.2	)
Gains on disposition of property and other assets		(1.4	)		(1.3	)		(2.8	)
(Increase) decrease in other assets		(3.3	)		(4.3	)		1.2
Increase (decrease) in other liabilities		(7.6	)		0.9			(1.5	)
Other		0.1			—			—
Changes in current assets and liabilities:
(Increase) decrease in receivables		(26.4	)		0.3			28.7
(Increase) decrease in inventories		24.3			56.4			(5.2	)
(Increase) decrease in other current assets		(0.6	)		3.1			(3.7	)
Increase (decrease) in accounts payable		7.1			(20.5	)		(26.2	)
Increase (decrease) in accrued liabilities		(4.9	)		(29.0	)		(1.9	)
Net cash provided by operating activities		162.0			227.8			293.2
Investing activities:
Proceeds from disposition of property and other assets		3.5			5.0			4.2
Capital expenditures		(82.4	)		(84.8	)		(88.8	)
Acquisitions, net of cash acquired		(47.5	)		—			(46.2	)
Net cash required by investing activities		(126.4	)		(79.8	)		(130.8	)
Financing activities:
Payments to retire debt		(0.1	)		(0.5	)		(0.2	)
Proceeds from issuance of debt		0.6			—			—
Net transfers from/(to) parent and affiliates		(43.0	)		(141.7	)		(194.1	)
Other		(0.3	)		(2.0	)		—
Net cash required by financing activities		(42.8	)		(144.2	)		(194.3	)
Net increase (decrease) in cash and cash equivalents		(7.2	)		3.8			(31.9	)
Cash and cash equivalents at beginning of period		14.0			10.2			42.1
Cash and cash equivalents at end of period	$	6.8		$	14.0		$	10.2

Non-cash investing activity: Trinity issued shares of its common stock valued at $14.7 million in connection with a 2017 acquisition. See Note 4 of the Notes to the Audited Annual Combined Financial Statements.

See accompanying notes to combined financial statements.

F-5

Arcosa, Inc. and Subsidiaries
Annual Combined Statements of Parent Equity

	Net Parent Investment			Accumulated Other Comprehensive Loss			Total Equity
	(in millions)
Balances at December 31, 2014	$	1,439.6		$	(15.9	)	$	1,423.7
Net income		135.0			—			135.0
Other comprehensive loss		—			(2.4	)		(2.4	)
Net transfers from parent and affiliates		(202.5	)		—			(202.5	)
Restricted shares, net		14.5			—			14.5
Balances at December 31, 2015	$	1,386.6		$	(18.3	)	$	1,368.3
Net income		123.0			—			123.0
Other comprehensive loss		—			(0.1	)		(0.1	)
Net transfers from parent and affiliates		(159.9	)		—			(159.9	)
Restricted shares, net		10.5			—			10.5
Balances at December 31, 2016	$	1,360.2		$	(18.4	)	$	1,341.8
Net income		89.7			—			89.7
Other comprehensive loss		—			(1.4	)		(1.4	)
Net transfers from parent and affiliates		(31.2	)		—			(31.2	)
Restricted shares, net		9.0			—			9.0
Balances at December 31, 2017	$	1,427.7		$	(19.8	)	$	1,407.9

See accompanying notes to combined financial statements.

F-6

Notes to Audited Annual Combined Financial Statements

Note 1. Basis of Presentation

Background

On December 12, 2017, Trinity Industries, Inc. (together with its subsidiaries, “Trinity”) announced its intention to separate its infrastructure-related businesses, which includes its construction products, energy equipment businesses and transportation products, from the rest of Trinity by means of a spin-off. The spin-off will create Arcosa, Inc. (Arcosa, Inc. and its subsidiaries, “Arcosa” or “Company”), a separate, independent, publicly traded company. The separation is planned as a tax-free spin-off transaction to Trinity’s stockholders for United States federal income tax purposes and will be subject to, among other things, the effectiveness of a registration statement on Form 10 filed with the Securities and Exchange Commission (“SEC”) and final approval from Trinity’s Board of Directors. Upon completion of the spin-off, Arcosa will operate its business as an independent, publicly-traded company.

Throughout the period covered by the Audited Annual Combined Financial Statements, Arcosa operated as a part of Trinity. Consequently, standalone financial statements have not been historically prepared for Arcosa. The accompanying Audited Annual Combined Financial Statements have been prepared from Trinity’s historical accounting records and are presented on a standalone basis as if the operations had been conducted independently from Trinity. Accordingly, Trinity’s net investment in Arcosa’s operations (Parent Equity) is shown in lieu of stockholders’ equity in the accompanying Audited Annual Combined Financial Statements which include the historical operations, assets, and liabilities of the legal entities that are considered to comprise Arcosa. The historical results of operations, financial position, and cash flows of Arcosa represented in the Audited Annual Combined Financial Statements may not be indicative of what they would have been had Arcosa actually been a separate standalone entity during such periods, nor are they necessarily indicative of Arcosa’s future results of operations, financial position, and cash flows.

Business description

Arcosa operates in three business segments: (1) the Construction Products Group, which produces and sells construction aggregates and manufactures and sells trench shields and shoring products and services for infrastructure-related projects; (2) the Energy Equipment Group, which manufactures and sells products for energy-related businesses, including structural wind towers, steel utility structures for electricity transmission and distribution, and storage and distribution containers; and (3) the Transportation Products Group, which manufactures and sells products for the inland waterway and rail transportation industries including barges, barge-related products, axles, and couplers.

Arcosa is comprised of certain standalone legal entities for which discrete financial information is available, as well as portions of legal entities for which discrete information is not available (“Shared Entities”). In some cases, discrete financial information was not available for Arcosa within these Shared Entities as Trinity does not record every transaction at the Arcosa level, but rather at the legal entity level. For Shared Entities for which discrete financial information was not available, such as shared assets, liabilities, costs, and expenses, allocation methodologies were applied to certain accounts to allocate amounts to Arcosa as discussed further in Note 2 “Relationship with Trinity and Related Entities”.

The combined statements of comprehensive income include all revenues and costs directly attributable to Arcosa, including costs for facilities, functions, and services used by Arcosa. Certain shared costs have been directly charged to Arcosa based on usage or other allocation methods. The results of operations also include allocations of (i) costs for administrative functions and services performed on behalf of Arcosa by centralized staff groups within Trinity, (ii) Trinity’s general corporate expenses and (iii) certain employee retirement plan benefit costs. See Note 11 “Employee Retirement Plans”. Current and deferred income taxes and related tax expense have been determined based on the standalone results of Arcosa by applying Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740, “Income Taxes,” to Arcosa operations as if it were a separate taxpayer. All of the allocations and estimates in the Audited Annual Combined Financial Statements are based on assumptions that management of Trinity and Arcosa believe are reasonable.

Trinity uses a centralized approach to cash management and financing its operations, including the operations of Arcosa. Accordingly, none of Trinity’s cash, cash equivalents, or short-term marketable securities has been allocated to Arcosa in the Audited Annual Combined Financial Statements. All short and long-term debt is financed by Trinity

F-7

and financing decisions for Trinity subsidiaries, including Arcosa, are determined by Trinity’s corporate treasury operations. Transactions between Trinity and Arcosa are accounted for through the Net Parent Investment account. See Note 2 “Relationship with Trinity and Related Entities”.

Note 2. Relationship with Trinity and Related Entities

Arcosa has been managed and operated in the normal course of business with other business units of Trinity. The accompanying Audited Annual Combined Financial Statements include sales and purchase transactions with Trinity and its subsidiaries on an arm’s length basis in addition to certain shared costs which have been allocated to Arcosa and reflected as expenses in the combined statements of comprehensive income. Transactions and allocations between Trinity and Arcosa are reflected in equity in the combined balance sheet as Net Parent Investment and in the combined statement of cash flows as a financing activity in Net transfers from/(to) parent and affiliates. All transactions and allocations between Trinity and Arcosa have been deemed paid between the parties, in cash, in the period in which the transaction or allocation was recorded in the Audited Annual Combined Financial Statements. Disbursements and cash receipts are made through centralized accounts payable and cash collection systems, respectively, which are operated by Trinity. As cash is disbursed and received by Trinity, it is accounted for by Arcosa through the Net Parent Investment account. Allocations of current income taxes receivable or payable are deemed to have been remitted to Arcosa or Trinity, respectively, in cash, in the period to which the receivable or payable applies.

Corporate Costs/Allocations

The Audited Annual Combined Financial Statements include an allocation of costs related to certain corporate functions incurred by Trinity for services that are provided to or on behalf of Arcosa. Corporate costs have been allocated to Arcosa using methods management believes are consistent and reasonable. Such cost allocations to Arcosa consist of (1) shared service charges and (2) corporate overhead costs. Shared service charges consist of monthly charges to each Trinity business unit for certain corporate functions such as information technology, human resources, and legal based on usage rates and activity units. Corporate overhead costs consist of costs not previously allocated to Trinity’s business units and were allocated to Arcosa based on an analysis of each cost function and the relative benefits received by Arcosa for each of the periods. Corporate overhead costs allocated to Arcosa totaled $39.3 million, $31.4 million, and $39.6 million for the years ended December 31, 2017, 2016, and 2015, respectively, and are included in selling, engineering, and administrative expense in the accompanying combined statements of comprehensive income. Also see Note 5 “Segment Information”.

The Annual Combined Financial Statements of Arcosa may not include all of the actual expenses that would have been incurred had we operated as a standalone company during the periods presented and may not reflect our combined results of operations, financial position and cash flows had we operated as a standalone company during the periods presented. Actual costs that would have been incurred if we had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. We also may incur additional costs associated with being a standalone, independent, publicly-traded company that were not included in the expense allocations and, therefore, would result in additional costs that are not reflected in our historical results of operations, financial position and cash flows.

Transactions with other Trinity Businesses

Transactions with other Trinity businesses for purchases or sales of products and services are as follows:

	Year Ended December 31,
	2017		2016		2015
	(in millions)
Sales by Arcosa to Trinity businesses	$	148.3	$	187.2	$	313.8
Purchases by Arcosa from Trinity businesses	$	53.2	$	44.2	$	36.2

Note 3. Summary of Significant Accounting Policies

Basis of Combination

The Audited Annual Combined Financial Statements of Arcosa have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). The significant accounting policies described below, together with the other notes that follow, are an integral part of the Audited Annual Combined Financial Statements. All

F-8

significant intercompany accounts and transactions within Arcosa have been eliminated in the preparation of the accompanying Audited Annual Combined Financial Statements. All significant intercompany transactions with Trinity are deemed to have been paid in the period the cost was incurred.

Revenue Recognition

Revenues for contracts providing for a large number of units and few deliveries are recorded as the individual units are produced, inspected, and accepted by the customer as the risk of loss passes to the customer upon delivery acceptance on these contracts. Revenues for certain customer-requested “bill and hold” arrangements, primarily in the Energy Equipment Group, are recognized when all of the following conditions have been met: the risks of ownership have passed to the customer, the customer has made a fixed commitment to purchase the goods, there is a fixed delivery schedule consistent with the customer’s business purpose, the customer’s goods have been segregated from our inventory and are not available to fill other orders, the goods are complete and ready for shipment, and no additional performance obligations exist for the Company. Fees for shipping and handling are recorded as revenue. For all other products, we recognize revenue when products are shipped or services are provided. See Recent Accounting Pronouncements for a discussion of the effects of the Company’s adoption of Accounting Standards Update No. 2014-09 - Revenue from Contracts with Customers (“ASU 2014-9”).

Income Taxes

Income taxes as presented herein attribute current and deferred income taxes of Trinity to Arcosa’s standalone financial statements in a manner that is systematic, rational, and consistent with the asset and liability method prescribed by the Accounting Standards Codification Topic 740 - Income Taxes (“ASC 740”). Accordingly, Arcosa’s income tax provision has been prepared following the separate return method. The separate return method applies ASC 740 to the standalone financial statements of each member of the consolidated group as if the group member were a separate taxpayer and a standalone enterprise. As a result, actual tax transactions included in the consolidated financial statements of Trinity may not be included in the separate combined financial statements of Arcosa. Similarly, the tax treatment of certain items reflected in the separate combined financial statements of Arcosa may not be reflected in the consolidated financial statements and tax returns of Trinity; therefore, such items as net operating losses, credit carryforwards, and valuation allowances may exist in the standalone financial statements that may or may not exist in Trinity’s consolidated financial statements.

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

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

Financial Instruments

The Company considers all highly liquid debt instruments to be cash and cash equivalents if purchased with a maturity of three months or less. Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments and receivables. Concentrations of credit risk with respect to receivables are limited due to control procedures that monitor the credit worthiness of customers, the large number of customers in the Company’s customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected collectability of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.

Inventories

Inventories are valued at the lower of cost or net realizable value in accordance with Accounting Standard Update 2015-11 (“ASU 2015-11”) which became effective for public companies during interim and annual reporting periods

F-9

beginning after December 15, 2016. The adoption of this standard had no impact on any periods presented herein. Cost is determined principally on the first in first out method. Work in process and finished goods include material, labor, and overhead.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The estimated useful lives are: buildings and improvements - 3 to 30 years; leasehold improvements - the lesser of the term of the lease or 7 years; machinery and equipment - 2 to 10 years; and information systems hardware and software - 2 to 5 years. The costs of ordinary maintenance and repair are charged to operating costs.

Long-lived Assets

The Company periodically evaluates the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired only when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced by the estimated cost to dispose of the assets. Based on the Company’s evaluations, no impairment charges were determined to be necessary as of December 31, 2017 and 2016.

Goodwill and Intangible Assets

Goodwill is required to be tested for impairment annually, or on an interim basis whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The quantitative goodwill impairment test is a two-step process with step one requiring the comparison of the reporting unit’s estimated fair value with the carrying amount of its net assets. If necessary, step two of the impairment test determines the amount of goodwill impairment to be recorded when the reporting unit’s recorded net assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions, consisting of level three inputs, related to revenue and operating profit growth, discount rates, and exit multiples.

Arcosa’s goodwill was tested for impairment at the reporting unit level based on the businesses being included in Arcosa for each of the three years in the period ended December 31, 2017. As a result of our impairment testing, we recorded a goodwill impairment charge of $89.5 million related to one of the reporting units included in our Energy Equipment Group for the year ended December 31, 2015. See Note 7 “Goodwill” for further explanation. We determined that there was no additional goodwill impairment during the periods tested.

The net book value of intangible assets totaled $64.4 million and $68.1 million as of December 31, 2017 and 2016, respectively, and included $34.1 million not subject to amortization related to an acquired trademark. The remaining intangible assets with a gross cost of $55.0 million and $53.6 million as of December 31, 2017 and 2016, respectively, are being amortized over their estimated useful lives ranging from 1 to 12 years and primarily relate to acquired customer relationships. Aggregate amortization expense from intangible assets was $5.0 million, $5.3 million, and $5.5 million for the years ended December 31, 2017, 2016, and 2015, respectively. Intangible assets were evaluated for potential impairment as of December 31, 2017 and 2016.

Insurance

The Company is effectively self-insured for workers’ compensation claims. A third party administrator is used to process claims. We accrue our workers’ compensation liability based upon independent actuarial studies.

Warranties

The Company provides various express, limited product warranties that generally range from one to five years depending on the product. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical, accepted claims

F-10

experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties, and assesses the adequacy of the resulting reserves on a quarterly basis.

Foreign Currency Translation

Certain operations outside the United States prepare financial statements in currencies other than the United States dollar. The income statement amounts are translated at average exchange rates for the year, while the assets and liabilities are translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of parent equity and other comprehensive income. The functional currency of our Mexico operations is considered to be the United States dollar. The functional currency of our Canadian operations is considered to be the Canadian dollar.

Other Comprehensive Income (Loss)

Other comprehensive net income (loss) consists of foreign currency translation adjustments.

Parent Equity

Parent equity on the combined balance sheets represents Trinity’s net investment in Arcosa and is presented as “Net Parent Investment” in lieu of stockholder’s equity. The combined statements of parent equity include net cash transfers and other intercompany transactions between Trinity and Arcosa as well as intercompany receivables and payables between Arcosa and Trinity that are considered settled on a current basis. Trinity performs cash management and other treasury related functions on a centralized basis for nearly all of its legal entities, which includes Arcosa. The Net Parent Investment account includes assets and liabilities incurred by Trinity on behalf of Arcosa such as accrued liabilities related to corporate allocations including administrative expenses for information technology, human resources, legal, and other services. Other assets and liabilities recorded by Trinity, whose related incomes and expenses have been pushed down to Arcosa, are also included in Net Parent Investment. All intercompany transactions effected through Net Parent Investment in the accompanying combined balance sheets were considered cash receipts and payments and are reflected in financing activities in the accompanying combined statements of cash flows. Earnings per share data is not presented in the accompanying Audited Annual Combined Financial Statements because Arcosa does not operate as a separate legal entity with its own capital structure.

Recent Accounting Pronouncements

In May 2014, FASB issued ASU 2014-09, providing common revenue recognition guidance for United States GAAP. Under ASU 2014-09, an entity recognizes revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires additional detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 became effective for public companies during interim and annual reporting periods beginning after December 15, 2017.

The Company adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective method of adoption. Under this method, the guidance is applied only to the most current period presented in the financial statements and the cumulative effect of initially applying the standard results in an adjustment to the opening balance of retained earnings as of the date of adoption. Using both internal and external resources, the Company completed its evaluation of the requirements of the standard and their application to our various business units. Accordingly, a change occurred as of January 1, 2018 in the timing of revenue recognition for our wind towers and utility structures product lines within our Energy Equipment Group, no longer recognizing revenue when products are delivered, but under the new guidance, recognizing revenue over time as products are manufactured. The impact of this change results in a reduction to retained earnings of approximately $4.0 million, net of tax, as of January 1, 2018. We expect revenue recognition policies related to our other business segments to remain substantially unchanged as a result of adopting ASU 2014-09. Additionally, we do not anticipate significant changes in business processes or systems. The Company is developing additional internal controls over financial reporting to ensure that the requirements of the new standard are satisfied.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Balance Sheet Classification of Deferred Taxes”, (“ASU 2015-17”) to change the classification of deferred tax assets and liabilities in financial statements. Previously an entity presented classified deferred tax assets and liabilities as current and non-current

F-11

within the balance sheet. ASU 2015-17 specifies that all deferred tax assets and liabilities should be reflected as non-current. ASU 2015-17 became effective for interim and annual reporting periods beginning after December 15, 2016 and can be applied retrospectively. Arcosa retrospectively adopted ASU 2015-17 as of January 1, 2017.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases”, (“ASU 2016-02”) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will become effective for public companies during interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company plans to adopt ASU 2016-02 effective January 1, 2019. We are continuing to assess the potential effects of the new standard, including its effects on our Audited Annual Combined Financial Statements.

Management’s Estimates

The preparation of these Audited Annual Combined Financial Statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 4. Acquisitions and Divestitures

The Company’s acquisition and divestiture activities are summarized below:

	Year Ended December 31,
	2017		2016		2015
	(in millions)
Acquisitions:
Purchase price	$	63.0	$	—	$	46.2
Net cash paid	$	47.5	$	—	$	46.2
Goodwill recorded	$	25.0	$	—	$	—

In May and October 2017, we completed the acquisition of the assets of two lightweight aggregates businesses, with shares of Trinity stock valued at $14.7 million issued for the October acquisition. In July 2017, we completed the acquisition of the assets of a trench shoring products business for $42.1 million. All three acquisitions were in our Construction Products Group. As of December 31, 2017, these acquisitions were recorded based on preliminary valuations of the acquired assets and liabilities at their acquisition date fair value using level three inputs defined as inputs supported by little or no market activity. Such assets and liabilities were not significant in relation to assets and liabilities at the combined or segment level.

In March 2015, we completed the acquisition of the assets of a lightweight construction aggregates business in our Construction Products Group with facilities located in Louisiana, Alabama, and Arkansas.

In March 2018, we completed the acquisition, recorded as a business combination, of certain assets of an inland barge business for $25.0 million.

There were no divestitures during the three years ended December 31, 2017.

Note 5. Segment Information

The Company reports operating results in three principal business segments:

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

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

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

F-12

These segments represent the level at which Arcosa’s chief operating decision maker (“CODM”) reviews the financial performance of the Company and makes operating decisions. Arcosa’s Construction Products segment is primarily comprised of Trinity’s historically-reported Construction Products segment excluding Trinity’s highway products business which is being retained by Trinity. The Company’s Energy Equipment segment is primarily comprised of Trinity’s historically-reported Energy Equipment segment excluding certain operations in Mexico and the United States which are being retained by Trinity. Arcosa’s Transportation Products segment is primarily comprised of Trinity’s historically-reported Inland Barge segment and its steel components business previously included in Trinity’s historically-reported Rail segment. Arcosa’s CODM was previously Trinity’s Senior Vice President and Group President (or his predecessor) with responsibility for the performance of the businesses included in these Arcosa segments while included with Trinity prior to the spin-off.

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

Year Ended December 31, 2017

	Revenues								Operating Profit (Loss)			Assets		Depreciation & Amortization		Capital Expenditures
	External		Intersegment			Total
	(in millions)
Construction Products Group	$	258.9	$	—		$	258.9		$	53.7		$	391.2	$	18.4	$	48.9
Energy Equipment Group		840.2		3.9			844.1			78.4			928.8		30.2		27.7
Transportation Products Group		363.3		—			363.3			39.0			257.5		17.1		5.8
All Other		—		—			—			(0.1	)		—		—		—
Segment Totals before Eliminations and Corporate		1,462.4		3.9			1,466.3			171.0			1,577.5		65.7		82.4
Corporate		—		—			—			(39.3	)		25.0		—		—
Eliminations		—		(3.9	)		(3.9	)		—			—		—		—
Combined Total	$	1,462.4	$	—		$	1,462.4		$	131.7		$	1,602.5	$	65.7	$	82.4

Year Ended December 31, 2016

	Revenues								Operating Profit (Loss)			Assets		Depreciation & Amortization		Capital Expenditures
	External		Intersegment			Total
	(in millions)
Construction Products Group	$	251.9	$	—		$	251.9		$	59.3		$	288.1	$	16.0	$	44.6
Energy Equipment Group		824.6		2.8			827.4			87.7			941.3		31.7		23.8
Transportation Products Group		627.5		—			627.5			87.3			272.5		17.9		16.4
All Other		—		—			—			(2.1	)		—		—		—
Segment Totals before Eliminations and Corporate		1,704.0		2.8			1,706.8			232.2			1,501.9		65.6		84.8
Corporate		—		—			—			(31.4	)		24.4		—		—
Eliminations		—		(2.8	)		(2.8	)		—			—		—		—
Combined Total	$	1,704.0	$	—		$	1,704.0		$	200.8		$	1,526.3	$	65.6	$	84.8

F-13

Year Ended December 31, 2015

	Revenues								Operating Profit (Loss)			Assets		Depreciation & Amortization		Capital Expenditures
	External		Intersegment			Total
	(in millions)
Construction Products Group	$	239.9	$	—		$	239.9		$	50.4		$	250.0	$	15.6	$	24.9
Energy Equipment Group		922.6		6.2			928.8			8.4			993.8		32.9		48.8
Transportation Products Group		977.9		—			977.9			197.7			323.5		19.3		15.1
All Other		—		—			—			0.7			—		—		—
Segment Totals before Eliminations and Corporate		2,140.4		6.2			2,146.6			257.2			1,567.3		67.8		88.8
Corporate		—		—			—			(39.6	)		36.4		—		—
Eliminations		—		(6.2	)		(6.2	)		0.2			—		—		—
Combined Total	$	2,140.4	$	—		$	2,140.4		$	217.8		$	1,603.7	$	67.8	$	88.8

Corporate assets include only assets owned by Trinity which are specifically allocable to Arcosa. Capital expenditures do not include business acquisitions.

Revenue from one customer included in the Energy Equipment Group constituted 22.9 percent, 22.4 percent, and 13.4 percent of combined revenue for the years ended December 31, 2017, 2016, and 2015, respectively. At December 31, 2017, one Energy Equipment Group customer’s receivables balance, subsequently paid in full, accounted for 18.6 percent of the combined net receivables balance outstanding.

Revenues and operating profit for our Mexico operations for the years ended December 31, 2017, 2016, and 2015 are presented below. Our Canadian operations were not significant in relation to the Audited Annual Combined Financial Statements.

	Year Ended December 31,
	2017		2016		2015
	(in millions)
Mexico:
Revenues:
External	$	118.2	$	106.0	$	118.5
Intercompany		62.6		67.1		53.9
Revenues	$	180.8	$	173.1	$	172.4
Operating profit	$	1.4	$	3.8	$	(3.8	)

Total assets and long-lived assets for our Mexico operations as of December 31, 2017 and 2016 are presented below:

	Total Assets				Long-Lived Assets
	December 31,
	2017		2016		2017		2016
	(in millions)
Mexico	$	172.5	$	189.9	$	91.9	$	93.1

Note 6. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of December 31, 2017 and 2016.

	December 31, 2017			December 31, 2016
	(in millions)
Land	$	97.7		$	79.3
Buildings and improvements		265.8			248.1
Machinery and other		676.9			618.6
Construction in progress		24.3			24.1
		1,064.7			970.1
Less accumulated depreciation		(481.6	)		(431.3	)
	$	583.1		$	538.8

F-14

We lease certain equipment and facilities under operating leases. Future minimum rent expense in each year is (in millions): 2018 - $7.7; 2019 - $5.9; 2020 - $4.0; 2021 - $1.6; 2022 - $0.8; and $1.8 thereafter.

We estimate the fair market value of properties no longer in use based on the location and condition of the properties, the fair market value of similar properties in the area, and the Company’s experience selling similar properties in the past. As of December 31, 2017, the Company had non-operating plants with a net book value of $56.7 million. Our estimated fair value of these assets exceeds their book value.

Note 7. Goodwill

Goodwill by segment is as follows:

	December 31, 2017		December 31, 2016
	(in millions)
Construction Products Group	$	60.3	$	35.3
Energy Equipment Group		416.9		416.9
Transportation Products Group		17.1		17.1
	$	494.3	$	469.3

Arcosa’s goodwill was tested for impairment at the reporting unit level based on the businesses being included in Arcosa for the three years in the period ended December 31, 2017. While the reporting units are similar to Trinity’s reporting units, certain operations are being retained by Trinity. The businesses being retained by Trinity primarily impact a reporting unit in Arcosa’s Energy Equipment Group containing certain operations in Mexico whose products and services will be integrated into Trinity’s railcar business, thereby reducing the reporting unit’s historical cash flows and net assets.

The fair value estimates of the Arcosa reporting units were made using level three inputs, based on an income approach with no changes to the methodologies or assumptions used to originally determine anticipated future cash flows when the operations were a part of a reporting unit within Trinity. The fair value estimates included significant estimates and assumptions related to future revenues and operating profits, exit multiples, tax rates, and discount rates based on market-based capital costs. As a result of our impairment testing on the Arcosa reporting units, we concluded that the fair value of one of the reporting units included in the Energy Equipment Group was determined to be less than the carrying value of its net assets at December 31, 2015. We then evaluated the fair value of the individual assets and liabilities of the reporting unit and determined that the goodwill associated with the reporting unit was impaired in its entirety and accordingly recorded an impairment charge of $89.5 million for the year ended December 31, 2015.

We determined that there was no additional goodwill impairment during the periods tested.

The increase in the Construction Products Group goodwill as of December 31, 2017 is due to acquisition activities during the twelve months ended December 31, 2017. See Note 4 “Acquisitions and Divestitures”.

Note 8. Guarantees

Trinity’s $600.0 million unsecured corporate revolving credit facility which matures in 2020 (the “Trinity Revolving Credit Facility”) as well as its $400.0 million of 4.55 percent senior notes due 2024 (the “Trinity Senior Notes”) are fully and unconditionally and jointly and severally guaranteed by certain subsidiaries of the Company: Trinity Marine Products, Inc.; Trinity Meyer Utility Structures LLC.; and Trinity Structural Towers, Inc. (the “Arcosa Guarantors”). The Trinity Revolving Credit Facility and the Trinity Senior Notes are also guaranteed by certain subsidiaries of Trinity. There have been no borrowings under the Trinity Revolving Credit Facility. None of the Arcosa Guarantors has been required to make any payments under the guarantees. The guarantees by the Arcosa Guarantors of the Trinity Senior Notes are anticipated to be automatically terminated as of the effective date of the spin-off transaction in connection with the removal of the Arcosa Guarantors as guarantors under the Trinity Revolving Credit Facility in accordance with its terms. Further information on Trinity’s debt is discussed in Trinity’s Annual Report on Form 10-K for the year ended December 31, 2017.

F-15

Note 9. Other, Net

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

	Year Ended December 31,
	2017			2016			2015
	(in millions)
Interest expense	$	—		$	—		$	0.4
Interest income		(0.1	)		(0.1	)		(0.5	)
Foreign currency exchange transactions		2.2			4.8			(2.3	)
Other		(0.5	)		(1.1	)		1.0
Other, net	$	1.6		$	3.6		$	(1.4	)

Note 10. Income Taxes

The components of the provision for income taxes are as follows:

	Year Ended December 31,
	2017			2016		2015
	(in millions)
Current:
Federal	$	29.3		$	43.9	$	74.4
State		0.5			3.2		7.0
Foreign		0.3			4.0		5.0
Total current		30.1			51.1		86.4
Deferred:
Federal:
Effect of Tax Cuts and Jobs Act		(6.2	)		—		—
Other		16.6			21.9		(2.1	)
		10.4			21.9		(2.1	)
State		0.9			0.3		(0.4	)
Foreign		(1.0	)		0.9		0.3
Total deferred		10.3			23.1		(2.2	)
Provision	$	40.4		$	74.2	$	84.2

As stated in Note 2 “Relationship with Trinity and Related Entities,” allocations of current income taxes receivable or payable are deemed to have been remitted to Arcosa or Trinity, respectively, in cash, in the period to which the receivable or payable applies and are accounted for by Arcosa through the Net Parent Investment account.

The provision for income taxes results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory United States federal income tax rate and the Company’s effective income tax rate on income before income taxes:

	Year Ended December 31,
	2017			2016			2015
Statutory rate		35.0	%		35.0	%		35.0	%
Effect of Tax Cuts and Jobs Act		(5.0	)		—			—
Goodwill impairment		—			—			1.2
State taxes		2.5			1.7			2.7
Domestic production activities deduction		(2.1	)		(2.1	)		(3.4	)
Equity compensation		0.2			—			—
Changes in valuation allowances and reserves		2.2			1.1			1.0
Other, net		(1.7	)		1.9			1.9
Effective rate		31.1	%		37.6	%		38.4	%

F-16

Our effective tax rate reflects the Company’s estimate for 2017 of its state income tax expense, excess tax deficiencies related to equity compensation in accordance with ASU 2016-09, and the impact of the completion of income tax audits that resulted in a net tax benefit.

The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the United States federal corporate income tax rate from 35 percent to 21 percent, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign-sourced earnings. As of December 31, 2017, we have completed an initial assessment of the tax effects of the Act, and have made a reasonable estimate of the effects on our existing deferred tax balances. We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to impact future tax returns. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts resulting in adjustments in future periods in 2018. The impact of the Act may differ from our estimate due to changes in the regulations, rulings, guidance, and interpretations issued by the IRS and the FASB as well as interpretations and assumptions made by the Company. For the items for which we were able to determine a reasonable estimate, we recognized a provisional net Federal benefit of $6.2 million for the year ended December 31, 2017, which is included as a component of income tax expense.

Income (loss) before income taxes for the years ended December 31, 2017, 2016, and 2015 was $139.9 million, $205.7 million, and $237.0 million, respectively, for United States operations, and $(9.8) million, $(8.5) million, and $(17.8) million, respectively, for foreign operations, principally Mexico and Canada. The Company provides deferred income taxes on the unrepatriated earnings of its foreign operations where it results in a deferred tax liability.

Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax liabilities and assets are as follows:

	December 31,
	2017			2016
	(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization	$	32.6		$	34.2
Total deferred tax liabilities		32.6			34.2
Deferred tax assets:
Workers compensation, pensions, and other benefits		16.4			26.0
Warranties and reserves		1.2			1.8
Tax loss carryforwards and credits		6.8			4.8
Inventory		10.0			13.7
Accrued liabilities and other		2.7			0.9
Total deferred tax assets		37.1			47.2
Net deferred tax assets before valuation allowances		4.5			13.0
Valuation allowances		7.0			5.2
Net deferred tax assets (liabilities) before reserve for uncertain tax positions		(2.5	)		7.8
Deferred tax assets included in reserve for uncertain tax positions		0.3			1.8
Adjusted net deferred tax assets (liabilities)	$	(2.2	)	$	9.6

At December 31, 2017, the Company had no federal combined net operating loss carryforwards and $1.7 million of tax-effected state loss carryforwards remaining. In addition, the Company had $4.4 million of foreign net operating loss carryforwards that will begin to expire in the year 2034. We have established a valuation allowance for state and foreign tax operating losses and credits that we have estimated may not be realizable.

Taxing authority examinations

We have various subsidiaries in Mexico that file separate tax returns and are subject to examination by taxing authorities at different times. The entities are generally open for their 2010 tax years and forward.

F-17

Unrecognized tax benefits

The change in unrecognized tax benefits for the years ended December 31, 2017, 2016, and 2015 was as follows:

	Year Ended December 31,
	2017			2016			2015
	(in millions)
Beginning balance	$	7.4		$	8.3		$	9.4
Additions for tax positions of prior years		0.2			—			—
Reductions for tax positions of prior years		—			(0.9	)		(0.7	)
Settlements		(6.0	)		—			(0.4	)
Expiration of statute of limitations		(0.3	)		—			—
Ending balance	$	1.3		$	7.4		$	8.3

Additions for tax positions related to prior years of $0.2 million for the year ended December 31, 2017 are due to foreign tax positions.

Reductions for tax positions of prior years of $0.9 million for the year ended December 31, 2016 related primarily to remeasured federal tax positions based upon new information that have been agreed to by the IRS. The corresponding deferred tax assets related to these positions have also been removed. The reduction in tax positions of prior years of $0.7 million for the year ended December 31, 2015 was related to changes to transfer pricing and foreign credits.

Settlements during the year ended December 31, 2017 were due to the resolution of our 2006-2009 tax years. Settlements during the year ended December 31, 2015 represent foreign tax positions for the 2011 tax year. Expiration of statutes of limitations during the year ended December 31, 2017 relate to a 2007 foreign tax return.

The total amount of unrecognized tax benefits including interest and penalties at December 31, 2017 and 2016, that would affect the Company’s effective tax rate if recognized was $1.9 million and $8.0 million, respectively. There is a reasonable possibility that unrecognized federal and state tax benefits will decrease by $0.7 million by December 31, 2018 due to settlements and lapses in statutes of limitations for assessing tax years in which an extension was not requested by the taxing authority.

The Company accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties as of December 31, 2017 and 2016 was $0.9 million and $2.4 million, respectively. Income tax expense for the years ended December 31, 2017, 2016, and 2015 included decreases of $1.5 million, $0.6 million, and $0.1 million, respectively, with regard to interest expense and penalties related to uncertain tax positions.

Note 11. Employee Retirement Plans

Trinity sponsors defined benefit plans and defined contribution profit sharing plans that provide retirement income and death benefits for eligible employees and retirees of Trinity, including certain employees who will become employees of Arcosa. The participation of employees of the Company in the defined benefit plans is reflected in the Audited Annual Combined Financial Statements as though the Company participates in a multiemployer plan with Trinity. The expenses of these benefit plans were allocated to Arcosa based on a review of personnel and personnel costs by business unit. A proportionate share of the cost is reflected in these Audited Annual Combined Financial Statements. Assets and liabilities of the defined benefit plans are to be retained by Trinity. Substantially all of Trinity’s defined benefit plans were frozen as of December 31, 2017. Further information on the various Trinity retirement plans is discussed in Trinity’s Annual Report on Form 10-K for the year ended December 31, 2017.

Total Trinity employee retirement plan expense, which includes related administrative expenses, allocated to Arcosa was $9.0 million, $9.8 million, and $9.8 million for the years ended December 31, 2017, 2016, and 2015, respectively. These costs were funded through intercompany transactions with Trinity which are reflected within the Net Parent Investment balance on the accompanying combined balance sheet.

F-18

Multiemployer plan

The Company contributes to a multiemployer defined benefit pension plan under the terms of a collective-bargaining agreement that covers certain union-represented employees at one of the facilities of Trinity Meyer Utility Structures LLC, a subsidiary of Arcosa. The risks of participating in a multiemployer plan are different from a single-employer plan in the following aspects:

• Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

• If a participating employer stops contributing to a multiemployer plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

• If the Company chooses to stop participating in the multiemployer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

Our participation in the multiemployer plan for the year ended December 31, 2017 is outlined in the table below. The Pension Protection Act (“PPA”) zone status at December 31, 2017 and 2016 is as of the plan years ended December 31, 2016 and 2015, respectively, and is obtained from the multiemployer plan’s regulatory filings available in the public domain and certified by the plan’s actuary. Among other factors, plans in the yellow zone are less than 80 percent funded while plans in the red zone are less than 65 percent funded. Federal law requires that plans classified in the yellow or red zones adopt a funding improvement plan in order to improve the financial health of the plan. The plan utilized an amortization extension and the funding relief provided under the Internal Revenue Code and under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act in determining the zone status. The Company’s contributions to the multiemployer plan were less than 5 percent of total contributions to the plan. The last column in the table lists the expiration date of the collective bargaining agreement to which the plan is subject.

			PPA Zone Status			Contributions for Year Ended December 31,
Pension Fund	Employer Identification Number		2017	2016	Financial improvement plan status	2017		2016		2015		Surcharge imposed		Expiration date of collective bargaining agreement
						(in millions)
Boilermaker-Blacksmith National Pension Trust		48-6168020	Yellow	Yellow	Implemented	$	1.9	$	2.3	$	2.5		No	July 3, 2019

Note 12. Stock-Based Compensation

Trinity’s 2004 Fourth Amended and Restated Stock Option and Incentive Plan (the “Plan”) provides for awarding 20,150,000 (adjusted for stock splits) shares of Trinity common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; and (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations. At December 31, 2017, a total of 3,536,418 shares were available for issuance by Trinity. The Plan provides for the granting of nonqualified and incentive stock options having maximum ten-year terms to purchase common stock at its market value on the award date; stock appreciation rights based on common stock fair market values with settlement in common stock or cash; restricted stock awards; restricted stock units; and performance awards with settlement in common stock or cash on achievement of specific business objectives. Options become exercisable in various percentages over periods ranging up to five years.

The cost of employee services received in exchange for awards of equity instruments is referred to as share-based payments and is based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for share-based awards. Trinity uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees. Stock-based compensation totaled $9.0 million, $10.5 million, and $14.5 million for the years ended December 31, 2017, 2016, and 2015, respectively, pertaining to Arcosa employees and excluding employees of Trinity.

The income tax benefit related to stock-based compensation expense was $4.6 million, $3.4 million, and $4.7 million for the years ended December 31, 2017, 2016, and 2015, respectively.

It is expected that subsequent to the spin-off, certain adjustments in the form of modifications to existing stock awards or additional Arcosa stock awards will be made in accordance with Arcosa’s stock award plans which will become effective as of or subsequent to the spin-off date.

F-19

Stock options

Expense related to stock options issued to eligible employees under the Plan is recognized over their vesting period on a straight- line basis. Stock options generally vest over five years and have contractual terms of ten years. All options outstanding at December 31, 2017 and December 31, 2016 were exercisable.

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
							(in millions)
Options outstanding at December 31, 2016		7,893	$	8.12		1.9	$	0.2
Granted		—		—
Exercised		—		—
Cancelled		—		—
Options outstanding at December 31, 2017		7,893	$	8.12		0.9	$	0.2

At December 31, 2017, there was no unrecognized compensation expense related to stock options. The intrinsic value of options exercised was zero for the years ended December 31, 2017 and 2016 and $0.2 million for the year ended December 31, 2015.

Restricted stock

Restricted share awards consist of restricted stock, restricted stock units, and performance units. Restricted stock and restricted stock units generally vest for periods ranging from one to fifteen years from the date of grant. Certain restricted stock and restricted stock units vest in their entirety upon the employee’s retirement from Trinity, taking into consideration the employee’s age and years of service to Trinity, as defined more specifically in Trinity’s benefit plans. Expense related to restricted stock and restricted stock units issued to eligible employees under the Plan is recognized ratably over the vesting period or to the date on which retirement eligibility is achieved, if shorter. Performance units are granted to employees based upon a target level; however, depending upon the achievement of certain specified goals during the performance period, performance units may be adjusted to a level ranging between 0 percent and 200 percent of the target level. The performance units vest upon certification by the Human Resources Committee of Trinity’s Board of Directors of the achievement of the specified performance goals. Expense related to performance units is recognized ratably from their award date to the end of the performance period, generally three years. Forfeitures are recognized as reduction to expense in the period in which they occur.

	Number of Restricted Share Awards			Weighted Average Grant-Date Fair Value per Award
Restricted share awards outstanding at December 31, 2016		1,598,908		$	23.14
Granted		491,645			28.38
Vested		(470,305	)		29.97
Forfeited		(52,734	)		23.98
Restricted share awards outstanding at December 31, 2017		1,567,514		$	22.71

At December 31, 2017, unrecognized compensation expense related to restricted share awards totaled $19.0 million which will be recognized over a weighted average period of 4.2 years. The total vesting-date fair value of shares vested and released during the years ended December 31, 2017, 2016, and 2015 was $12.9 million, $9.9 million, and $15.8 million, respectively. The weighted average grant-date fair value of restricted share awards granted during the years ended December 31, 2017, 2016, and 2015 was $28.38, $18.97, and $25.64 per share, respectively.

Note 13. Commitments and Contingencies

The Company is involved in claims and lawsuits incidental to our business arising from various matters including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies

F-20

when a range of loss can be reasonably estimated. The range of reasonably possible losses for such matters, taking into consideration our rights in indemnity and recourse to third parties is $1.5 million to $11.8 million. At December 31, 2017, total accruals of $5.5 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying combined balance sheet. The Company believes any additional liability would not be material to its financial position or results of operations.

Arcosa is subject to remedial orders and federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $1.3 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

Other commitments

Non-cancelable purchase obligations amounted to $114.4 million as of December 31, 2017, of which $81.1 million is for the purchase of raw materials and components, primarily by the Energy Equipment and Transportation Products Groups.

F-21

Arcosa, Inc. and Subsidiaries
Combined Statements of Comprehensive Income
(Unaudited)

	Three Months Ended March 31,
	2018			2017
	(in millions)
Revenues	$	354.4		$	396.3
Operating costs:
Cost of revenues		285.6			319.8
Selling, engineering, and administrative expenses		37.6			36.9
		323.2			356.7
Total operating profit		31.2			39.6
Other (income) expense		1.0			1.2
Income before income taxes		30.2			38.4
Provision for income taxes		8.0			14.8
Net income		22.2			23.6
Other comprehensive (income) loss		(0.3	)		0.1
Comprehensive income	$	22.5		$	23.5

See accompanying notes to combined financial statements.

F-22

Arcosa, Inc. and Subsidiaries
Combined Balance Sheets

	March 31, 2018			December 31, 2017
	(unaudited)
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	6.7		$	6.8
Receivables, net of allowance		153.6			165.3
Inventories:
Raw materials and supplies		83.2			91.3
Work in process		30.7			47.2
Finished goods		90.3			108.3
		204.2			246.8
Other		8.3			9.9
Total current assets		372.8			428.8
Property, plant, and equipment, net		588.1			583.1
Goodwill		504.2			494.3
Deferred income taxes		8.8			8.8
Other assets		86.5			87.5
	$	1,560.4		$	1,602.5
LIABILITIES AND PARENT EQUITY
Current liabilities:
Accounts payable	$	55.7		$	56.0
Accrued liabilities		110.7			118.0
Current portion of long-term debt		0.1			0.1
Total current liabilities		166.5			174.1
Debt		0.4			0.4
Deferred income taxes		12.4			11.0
Other liabilities		8.7			9.1
		188.0			194.6
Parent equity:
Net parent investment		1,391.9			1,427.7
Accumulated other comprehensive loss		(19.5	)		(19.8	)
		1,372.4			1,407.9
	$	1,560.4		$	1,602.5

See accompanying notes to combined financial statements.

F-23

Arcosa, Inc. and Subsidiaries
Combined Statements of Cash Flows
(Unaudited)

	Three Months Ended March 31,
	2018			2017
	(in millions)
Operating activities:
Net income	$	22.2		$	23.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17.1			16.0
Stock-based compensation expense		2.2			2.1
Provision for deferred income taxes		2.7			4.2
Gains on dispositions of property and other assets		(0.1	)		(0.4	)
(Increase) decrease in other assets		0.8			(0.7	)
Increase (decrease) in other liabilities		(0.4	)		(6.8	)
Other		—			—
Changes in current assets and liabilities:
(Increase) decrease in receivables		35.5			(10.0	)
(Increase) decrease in inventories		14.5			36.6
(Increase) decrease in other current assets		1.6			(0.1	)
Increase (decrease) in accounts payable		(0.3	)		6.9
Increase (decrease) in accrued liabilities		(6.2	)		(6.9	)
Net cash provided by operating activities		89.6			64.5
Investing activities:
Proceeds from dispositions of property and other assets		0.7			1.0
Capital expenditures		(7.6	)		(18.1	)
Acquisitions, net of cash acquired		(25.0	)		—
Net cash required by investing activities		(31.9	)		(17.1	)
Financing activities:
Net transfers from/(to) parent and affiliates		(54.8	)		(50.9	)
Other		(3.0	)		—
Net cash required by financing activities		(57.8	)		(50.9	)
Net increase (decrease) in cash and cash equivalents		(0.1	)		(3.5	)
Cash and cash equivalents at beginning of period		6.8			14.0
Cash and cash equivalents at end of period	$	6.7		$	10.5

See accompanying notes to combined financial statements.

F-24

Arcosa, Inc. and Subsidiaries
Combined Statement of Parent Equity
(Unaudited)

	Net Parent Investment			Accumulated Other Comprehensive Loss			Total Parent Equity
	(in millions)
Balances at December 31, 2017	$	1,427.7		$	(19.8	)	$	1,407.9
Cumulative effect of adopting accounting standard (see Note 1)		(4.0	)		—			(4.0	)
Net income		22.2			—			22.2
Other comprehensive income (loss)		—			0.3			0.3
Net transfers from parent and affiliates		(56.2	)		—			(56.2	)
Restricted shares, net		2.2			—			2.2
Balances at March 31, 2018	$	1,391.9		$	(19.5	)	$	1,372.4

See accompanying notes to combined financial statements.

F-25

Arcosa, Inc. and Subsidiaries
Notes to Unaudited Interim Combined Financial Statements

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

On December 12, 2017, Trinity Industries, Inc. (together with its subsidiaries, “Trinity”) announced its intention to separate its infrastructure-related businesses, which includes its construction products, energy equipment, and transportation products businesses, from the rest of Trinity by means of a spin-off. The spin-off will create Arcosa, Inc. (Arcosa, Inc. and its subsidiaries, “Arcosa” or “Company”), an independent, publicly-traded company. The separation is planned as a tax-free spin-off transaction to Trinity's stockholders for United States federal income tax purposes and will be subject to, among other things, the effectiveness of a registration statement on Form 10 filed with the Securities and Exchange Commission (“SEC”) and final approval from Trinity's Board of Directors. Upon completion of the spin-off, Arcosa will operate its business as an independent, publicly- traded company.

Throughout the period covered by the Combined Financial Statements, Arcosa operated as a part of Trinity. Consequently, standalone financial statements have not been historically prepared for Arcosa. The accompanying Combined Financial Statements are unaudited and have been prepared from Trinity's historical accounting records and are presented on a standalone basis as if the operations had been conducted independently from Trinity. Accordingly, Trinity's net investment in Arcosa's operations (Parent Equity) is shown in lieu of stockholders' equity in the accompanying Combined Financial Statements which include the historical operations, assets, and liabilities of the legal entities that are considered to comprise Arcosa. The historical results of operations, financial position, and cash flows of Arcosa represented in the Combined Financial Statements may neither be indicative of what they would have been had Arcosa actually been a separate standalone entity during such periods nor necessarily indicative of Arcosa's future results of operations, financial position, and cash flows.

In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of March 31, 2018, and the results of operations and cash flows for the three months ended March 31, 2018 and 2017, have been made in conformity with generally accepted accounting principles. All significant intercompany accounts and transactions have been eliminated. Because of seasonal and other factors, the results of operations for the three months ended March 31, 2018 may not be indicative of expected results of operations for the year ending December 31, 2018. These interim financial statements and notes are condensed as permitted by the instructions to Form 10 and should be read in conjunction with the audited Annual Combined Financial Statements of the Company included in its Form 10 for the year ended December 31, 2017.

Relationship with Parent and Related Entities

Arcosa has been managed and operated in the normal course of business with other business units of Trinity. The accompanying Combined Financial Statements include sales and purchase transactions with Trinity and its subsidiaries in addition to certain shared costs which have been allocated to Arcosa and reflected as expenses in the combined statements of comprehensive income. Transactions and allocations between Trinity and Arcosa are reflected in equity in the combined balance sheet as Net Parent Investment and in the combined statement of cash flows as a financing activity in Net transfers from/(to) parent and affiliates. All transactions and allocations between Trinity and Arcosa have been deemed paid between the parties, in cash, in the period in which the transaction or allocation was recorded in the Annual Combined Financial Statements. Disbursements and cash receipts are made through centralized accounts payable and cash collection systems, respectively, which are operated by Trinity. As cash is disbursed and received by Trinity, it is accounted for by Arcosa through the Net Parent Investment account. Allocations of current income taxes receivable or payable are deemed to have been remitted to Arcosa or Trinity, respectively, in cash, in the period to which the receivable or payable applies.

Corporate Costs/Allocations

The Unaudited Interim Combined Financial Statements include an allocation of costs related to certain corporate functions incurred by Trinity for services that are provided to or on behalf of Arcosa. Corporate costs have been allocated to Arcosa using methods management believes are consistent and reasonable. Such cost allocations to Arcosa consist of (1) shared service charges and (2) corporate overhead costs. Shared service charges consist of monthly charges to each Trinity business unit for certain corporate functions such as information technology, human resources, and legal based on usage rates and activity units. Corporate overhead costs consist of costs not previously

F-26

allocated to Trinity's business units and were allocated to Arcosa based on an analysis of each cost function and the relative benefits received by Arcosa for each of the periods. Corporate overhead costs allocated to Arcosa totaled $7.7 million and $8.1 million for the three months ended March 31, 2018 and 2017, respectively, and are included in selling, engineering, and administrative expenses in the accompanying combined statements of comprehensive income. Also see Note 3 “Segment Information”.

The Combined Financial Statements of Arcosa may not include all of the actual expenses that would have been incurred had we operated as a standalone company during the periods presented and may not reflect our combined results of operations, financial position and cash flows had we operated as a standalone company during the periods presented. Actual costs that would have been incurred if we had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. We also may incur additional costs associated with being a standalone, independent, publicly-traded company that were not included in the expense allocations and, therefore, would result in additional costs that are not reflected in our historical results of operations, financial position and cash flows.

Transactions with other Trinity Businesses

Transactions with other Trinity businesses for purchases or sales of products and services are as follows:

	Three Months Ended March 31,
	2018		2017
	(in millions)
Sales by Arcosa to Trinity businesses	$	43.5	$	34.5
Purchases by Arcosa from Trinity businesses	$	12.8	$	15.2

Revenue Recognition

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The following is a description of principle activities from which the Company generates its revenue, separated by reportable segments. Payments for our products and services are generally due within normal commercial terms. For a further discussion regarding the Company’s reportable segments, see Note 3 “Segment Information”.

Construction Products Group

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

Energy Equipment Group

Within the Energy Equipment Group, revenue is recognized for our wind tower and certain utility structure product lines over time as the products are manufactured using an input approach based on the costs incurred relative to the total estimated costs of production. We recognize revenue over time for these products as they are highly customized to the needs of an individual customer resulting in no alternative use to the Company if not purchased by the customer after the contract is executed, and we have the right to bill the customer for our work performed to date plus at least a reasonable profit margin for work performed. For all other products, revenue is recognized when the customer has accepted the product and legal title of the product has passed to the customer.

Transportation Products Group

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

F-27

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of March 31, 2018 and the percentage of the outstanding performance obligations as of March 31, 2018 expected to be delivered during the remainder of 2018:

	Unsatisfied performance obligations at March 31, 2018
	Total Amount		Percent expected to be delivered in 2018
	(in millions)
Energy Equipment Group:
Wind towers and utility structures	$	809.7		41	%
Other	$	42.9		100	%
Transportation Products Group:
Inland barges	$	124.5		64	%

The remainder of the unsatisfied performance obligations for wind towers and utility structures are expected to be delivered from 2019-2020. Substantially all other unsatisfied performance obligations beyond 2018 are expected to be delivered during 2019. Other unsatisfied performance obligations in our Energy Equipment Group primarily relate to our storage and distribution containers product lines.

Income Taxes

Income taxes as presented herein attribute current and deferred income taxes of Trinity to Arcosa’s standalone financial statements in a manner that is systematic, rational, and consistent with the asset and liability method prescribed by the Accounting Standards Codification Topic 740 - Income Taxes (“ASC 740”). Accordingly, Arcosa’s income tax provision has been prepared following the separate return method. The separate return method applies ASC 740 to the standalone financial statements of each member of the consolidated group as if the group member were a separate taxpayer and a standalone enterprise. As a result, actual tax transactions included in the consolidated financial statements of Trinity may not be included in the separate combined financial statements of Arcosa. Similarly, the tax treatment of certain items reflected in the separate combined financial statements of Arcosa may not be reflected in the consolidated financial statements and tax returns of Trinity; items such as net operating losses, credit carryforwards, and valuation allowances may exist in the standalone financial statements however they may or may not exist in Trinity’s consolidated financial statements. Allocations of current income taxes receivable or payable are deemed to have been remitted to Arcosa or Trinity, respectively, in cash, in the period to which the receivable or payable applies and are accounted for by Arcosa through the Net Parent Investment account.

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

Financial Instruments

The Company considers all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less. Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments and receivables. Concentrations of credit risk with respect to receivables are limited due to control procedures that monitor the credit worthiness of customers, the large number of customers in the Company's customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected collectibility of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash and cash equivalents, receivables, and accounts payable are considered to be representative of their respective fair values. At March 31, 2018, one Energy Equipment Group customer's receivables balance, subsequently paid in full, accounted for 10.7 percent of the combined net receivables balance outstanding.

F-28

Other Comprehensive Income (Loss)

Other comprehensive income (loss) consists of foreign currency translation adjustments.

Recent Accounting Pronouncements

On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”) which provides common revenue recognition guidance for U.S. generally accepted accounting principles. Under ASU 2014-09, an entity recognizes revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires additional detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The Company applied ASU 2014-09 to all contracts that were not complete as of January 1, 2018 using the modified retrospective method of adoption, resulting in a reduction to retained earnings of $4.0 million, net of tax, as of January 1, 2018 related to the cumulative effect of applying this standard. Therefore, the comparative information for the three months ended March 31, 2017 has not been adjusted and continues to be reported under ASC Topic 605.

The primary impact of adopting the standard is a change in the timing of revenue recognition for our wind towers and certain utility structures product lines within our Energy Equipment Group. Previously, the Company recognized revenue when the product was delivered. Under ASU 2014-09, revenue is recognized over time as the products are manufactured. Revenue recognition policies in our other business segments remain substantially unchanged.

The following tables summarize the impact of adopting ASU 2014-09 on the Company’s combined financial statements as of March 31, 2018 and for the three months then ended:

	As Reported			Adjustments			Balance without adjustment for adoption of ASU 2014-09
	(in millions)
Combined Statement of Comprehensive Income
Revenues	$	354.4		$	18.0		$	372.4
Cost of revenues		285.6			14.0			299.6
Operating profit		31.2			4.0			35.2
Income before income taxes		30.2			4.0			34.2
Provision for income taxes		8.0			0.9			8.9
Net income		22.2			3.1			25.3
Combined Balance Sheet
Receivables, net of allowance	$	153.6		$	(10.1	)	$	143.5
Inventories:
Raw materials and supplies		83.2			—			83.2
Work in process		30.7			12.9			43.6
Finished goods		90.3			0.7			91.0
Accrued liabilities		110.7			(5.6	)		105.1
Deferred income taxes		12.4			2.0			14.4
Net parent investment		1,391.9			7.1			1,399.0
Combined Statement of Cash Flows
Operating activities:
Net income	$	22.2		$	3.1		$	25.3
Provision for deferred income taxes		2.7			0.8			3.5
(Increase) decrease in receivables		35.5			2.3			37.8
(Increase) decrease in inventories		14.5			14.0			28.5
Increase (decrease) in accrued liabilities		(6.2	)		(20.2	)		(26.4	)
Net cash provided by operating activities		89.6			—			89.6

F-29

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases”, (“ASU 2016-02”) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will become effective for public companies during interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company plans to adopt ASU 2016-02 effective January 1, 2019. We are continuing to assess the potential effects of the new standard, including its effects on our combined financial statements.

In February 2018, the FASB issued Accounting Standards Update No. 2018-02, “Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, (“ASU 2018-02”) which gives entities the option to reclassify from AOCL to retained earnings the stranded tax effects resulting from the Tax Cuts and Jobs Act enacted on December 22, 2017. ASU 2018-02 will become effective for public companies during interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company elected to adopt ASU 2018-02 as of January 1, 2018 resulting in a reclassification adjustment from AOCL for the three months ended March 31, 2018 which was not significant.

Note 2. Acquisitions and Divestitures

In March 2018, we completed the acquisition of certain assets of an inland barge business with a purchase price and net cash paid of $25.0 million. The acquisition was recorded, as of March 31, 2018 as a business combination, based on preliminary valuations of the acquired assets and liabilities at their acquisition date fair value which resulted in the recognition of $9.9 million of goodwill in our Transportation Products Group. Such assets and liabilities were not significant in relation to assets and liabilities at the consolidated or segment level.

There was no acquisition or divestiture activity for the three months ended March 31, 2017.

Note 3. Segment Information

The Company reports operating results in three principal business segments:

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

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

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

These segments represent the level at which Arcosa's chief operating decision maker (“CODM”) reviews the financial performance of the Company and makes operating decisions. Arcosa's Construction Products segment is primarily comprised of Trinity's historically-reported Construction Products segment excluding Trinity's highway products business which is being retained by Trinity. The Company's Energy Equipment segment is primarily comprised of Trinity's historically-reported Energy Equipment segment excluding certain operations in Mexico and the United States which are being retained by Trinity. Arcosa's Transportation Products segment is primarily comprised of Trinity's historically-reported Inland Barge segment and its steel components business previously included in Trinity's historically-reported Rail segment. Arcosa's CODM was previously Trinity's Senior Vice President and Group President (or his predecessor) with responsibility for the performance of the businesses included in these Arcosa segments while included with Trinity prior to the spin-off.

F-30

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

Three Months Ended March 31, 2018

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Construction aggregates						$	52.6
Other							17.6
Construction Products Group	$	70.2	$	—			70.2		$	12.4
Wind towers and utility structures							147.5
Other							48.8
Energy Equipment Group		194.9		1.4			196.3			17.5
Inland barges							30.8
Steel components							58.5
Transportation Products Group		89.3		—			89.3			9.0
All Other		—		—			—			—
Segment Totals before Eliminations and Corporate		354.4		1.4			355.8			38.9
Corporate		—		—			—			(7.7	)
Eliminations		—		(1.4	)		(1.4	)		—
Combined Total	$	354.4	$	—		$	354.4		$	31.2

Three Months Ended March 31, 2017

	Revenues								Operating Profit (Loss)
	External		Intersegment			Total
	(in millions)
Construction aggregates						$	49.6
Other							9.9
Construction Products Group	$	59.5	$	—			59.5		$	12.2
Wind towers and utility structures							180.8
Other							44.9
Energy Equipment Group		225.5		0.2			225.7			23.1
Inland barges							62.7
Steel components							48.6
Transportation Products Group		111.3		—			111.3			12.3
All Other		—		—			—			0.1
Segment Totals before Eliminations and Corporate		396.3		0.2			396.5			47.7
Corporate		—		—			—			(8.1	)
Eliminations – Other		—		(0.2	)		(0.2	)		—
Combined Total	$	396.3	$	—		$	396.3		$	39.6

F-31

Note 4. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of March 31, 2018 and December 31, 2017.

	March 31, 2018			December 31, 2017
	(in millions)
Land	$	97.6		$	97.7
Buildings and improvements		259.0			265.8
Machinery and other		699.6			676.9
Construction in progress		23.4			24.3
		1,079.6			1,064.7
Less accumulated depreciation		(491.5	)		(481.6	)
	$	588.1		$	583.1

Note 5. Goodwill

Goodwill by segment is as follows:

	March 31, 2018		December 31, 2017
			(as reported)
	(in millions)
Construction Products Group	$	60.3	$	60.3
Energy Equipment Group		416.9		416.9
Transportation Products Group		27.0		17.1
	$	504.2	$	494.3

The increase in the Transportation Products Group goodwill during the three months ended March 31, 2018 is due to an acquisition. See Note 2 “Acquisitions and Divestitures”.

Note 6. Guarantees

Trinity's $600.0 million unsecured corporate revolving credit facility which matures in 2020 (the “Trinity Revolving Credit Facility”) as well as its $400.0 million of 4.55 percent senior notes due 2024 (the “Trinity Senior Notes”) are fully and unconditionally and jointly and severally guaranteed by certain subsidiaries of the Company: Trinity Marine Products, Inc.; Trinity Meyer Utility Structures LLC.; and Trinity Structural Towers, Inc. (the “Arcosa Guarantors”). The Trinity Revolving Credit Facility and the Trinity Senior Notes are also guaranteed by certain subsidiaries of Trinity. There have been no borrowings under the Trinity Revolving Credit Facility. None of the Arcosa Guarantors has been required to make any payments under the guarantees. The guarantees by the Arcosa Guarantors of the Trinity Senior Notes are anticipated to be automatically terminated as of the effective date of the spin-off transaction in connection with the removal of the Arcosa Guarantors as guarantors under the Trinity Revolving Credit Facility in accordance with its terms. Further information on Trinity's debt is discussed in Trinity's Annual Report on Form 10-K for the year ended December 31, 2017.

Note 7. Other, Net

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

	Three Months Ended March 31,
	2018		2017
	(in millions)
Foreign currency exchange transactions	$	1.0	$	1.3
Other		—		(0.1	)
Other, net	$	1.0	$	1.2

F-32

Note 8. Income Taxes

The provision for income taxes results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory U.S. federal income tax rate and the Company’s effective income tax rate on income before income taxes:

	Three Months Ended March 31,
	2018			2017
Statutory rate		21.0	%		35.0	%
State taxes		2.9			2.9
Changes in valuation allowance and reserves		3.3			1.1
Other, net		(0.7	)		(0.5	)
Effective rate		26.5	%		38.5	%

The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 35.0 percent to 21.0 percent, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign-sourced earnings. In December 2017, we recorded a tax benefit after the initial assessment of the tax effects of the Act, and we will continue refining this amount throughout 2018. We are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of our deferred tax balance or give rise to new deferred tax amounts in future periods of 2018. The impact of the Act may differ from our estimate due to changes in the regulations, rulings, guidance, and interpretations issued by the Internal Revenue Service (“IRS”) and the FASB as well as interpretations and assumptions made by the Company. The calculation of our estimated annual effective tax rate includes the estimated impact of provisions of the Tax Act, such as interest limitations, and foreign limitations or inclusions. These estimates could change as additional information becomes available on these provisions of the Tax Act.

Taxing authority examinations

The 2014-2016 tax years are currently open and under audit by the IRS.

We have various subsidiaries in Mexico that file separate tax returns and are subject to examination by taxing authorities at different times. The entities are generally open for their 2010 tax years and forward.

Note 9. Employee Retirement Plans

Total Trinity employee retirement plan expense, which includes related administrative expenses, allocated to Arcosa was $2.5 million and $2.6 million for the three months ended March 31, 2018 and 2017, respectively. These costs were funded through intercompany transactions with Trinity which are reflected within the Net Parent Investment balance on the accompanying combined balance sheet. The Company participates in a multiemployer defined benefit plan under the terms of a collective-bargaining agreement that covers certain union-represented employees. The Company contributed $0.6 million and $0.6 million to the multiemployer plan for the three months ended March 31, 2018 and 2017, respectively. Total contributions to the multiemployer plan for 2018 are expected to be approximately $2.5 million.

Note 10. Stock-Based Compensation

Stock-based compensation totaled approximately $2.2 million and $2.1 million for the three months ended March 31, 2018 and 2017, respectively.

Note 11. Contingencies

The Company is involved in claims and lawsuits incidental to our business arising from various matters including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of reasonably possible losses for such matters, taking into consideration our rights in indemnity and recourse to third parties, is $1.5 million to $11.7 million. At March 31,

F-33

2018, total accruals of $5.4 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying combined balance sheet. The Company believes any additional liability would not be material to its financial position or results of operations.

Arcosa is subject to remedial orders and federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $1.2 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

F-34