UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 000-51237
 FREIGHTCAR AMERICA, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    25-1837219(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)Two North Riverside Plaza, Suite 1250, Chicago, Illinois
(Address of principal executive offices)
    
    60606
(Zip Code)
 (800) 458-2235
(Registrants telephone number, including area code)
 Title of class
    
    Name of Each Exchange on Which RegisteredCommon stock, par value $0.01 per share
    
    Nasdaq Global Market
  o þ
 o þ
 þ o
 o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
    Documents
    
    Part of Form 10-KPortions of the registrants definitive Proxy Statement
for the 2010 annual meeting of stockholders to be filed
pursuant to Regulation 14A within 120 days of the end of
the registrants fiscal year ended December 31, 2009.
    
    Part III




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FREIGHTCAR AMERICA, INC.
 TABLE OF CONTENTS
 PagePART IItem 1. Business
    
    3Item 1A. Risk Factors
    
    8Item 1B. Unresolved Staff Comments
    
    16Item 2. Properties
    
    16Item 3. Legal Proceedings
    
    17PART IIItem 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
    
    17Item 6. Selected Financial Data
    
    20Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    21Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    35Item 8. Financial Statements and Supplementary Data
    
    35Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
    
    67Item 9A. Controls and Procedures
    
    67Item 9B. Other Information
    
    70PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    70Item 11. Executive Compensation
    
    70Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    70Item 13. Certain Relationships and Related Transactions, and
Director Independence
    
    70Item 14. Principal Accounting Fees and Services
    
    70PART IVItem 15. Exhibits, Financial Statement Schedules
    
    70SIGNATURES
    
    72
  2




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PART I
 
 Item 1. Business.
 OVERVIEW
  ®
    OUR PRODUCTS AND SERVICES
   3




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
    
    BethGon Series. The BethGonÒ is the leader in the
aluminum-bodied coal-carrying gondola railcar segment. Since we
introduced the steel BethGon railcar in the late 1970s and the
aluminum BethGon railcar in 1986, the BethGon railcar has become the
most widely used coal-carrying railcar in North America. Our current
BethGon II features lighter weight, higher capacity and increased
durability suitable for long-haul coal carrying railcar service. We
have received several patents on the features of the BethGon II and
continue to explore ways to increase the BethGon IIs capacity and
improve its reliability.
    
    AutoFlood Series. Our aluminum bodied open-top hopper railcar, the
AutoFlood, is a five-pocket coal-carrying railcar equipped with a
bottom discharge gate mechanism. We began manufacturing AutoFlood
railcars in 1984, and introduced the AutoFlood II and AutoFlood III
designs in 1996 and 2002, respectively. Both the AutoFlood II and
AutoFlood III design incorporate the automatic rapid discharge system,
the MegaFlo door system, a patented mechanism that uses an
over-center locking design, enabling the cargo door to close with
tension rather than by compression. Further, AutoFlood railcars can
be equipped with rotary couplers to permit rotary unloading.
    
    Other Coal-Carrying Railcars.We also manufacture a variety of
other types of aluminum and steel-bodied coal-carrying railcars,
including triple hopper, hybrid aluminum/stainless steel and flat
bottom gondola railcars.
    
    Other Railcar Types. Our portfolio of other railcar types includes the following:
The AVC Aluminum Vehicle Carrier design is used to transport commercial and
light vehicles (automobiles and trucks) from assembly plants and ports to rail
distribution centers; the Articulated Bulk Container railcar is designed to
carry dense bulk products such as waste products in 20 foot containers;
Intermodal Double Stack railcars, including a stand-alone, 40 foot well car and
the DynaStackÒ articulated, 5-unit, 40 foot well car for international
containers; a Small Cube Covered Hopper railcar used to transport high density
products such as roofing granules, fly ash, sand and cement; a Mill Gondola
Railcar used to transport steel products and scrap; Slab and Coil steel railcars
designed specifically for transportation of steel slabs and coil steel products,
respectively; Flat Railcars, Bulkhead Flat Railcars and Centerbeam Flat
Railcars designed to transport a variety of products, including machinery and
equipment, steel and structural steel components (including pipe), forest
products and other bulky industrial products; a Woodchip Gondola Railcar
designed to haul woodchips and municipal waste or other high-volume, low-density
commodities; and a variety of non-coal carrying open top hopper railcars
designed to carry aggregates, iron ore, taconite pellets, petroleum coke and
other bulk commodities. For example, our VersaFlood aggregate car features the
MegaFlo IA independent automatic door system with an optional hybrid
aluminum/carbon steel body design
    
    International Railcar Designs. We have established a licensing
arrangement with a railcar manufacturer in Brazil pursuant to which
our technology is used to produce various types of railcars in Brazil.
In addition, we manufacture coal-carrying railcars for export to Latin
America and have manufactured intermodal railcars for export to the
Middle East. Railroads outside of North America have a variety of
track gauges that are sized differently than in North America, which
requires us, in some cases, to alter manufacturing specifications for
foreign sales.
In 2008 we established a joint venture in India. The joint venture
company, Titagarh FreightCar Private Ltd., is developing prototype
railcars based on our designs. We continue to explore opportunities
in other international markets.
    
    Spare Parts. We sell replacement parts for our railcars and railcars built by others.
  4




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MANUFACTURING
     CUSTOMERS
    SALES AND MARKETING
  RESEARCH AND DEVELOPMENT
  5




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BACKLOG
   Year Ended December 31,2009
    
    
    2008
    
    
    2007Railcar backlog at start of period
    
    
    2,424
    
    
    
    5,399
    
    
    
    9,315Railcars delivered
    
    
    (3,377
    )
    
    
    (10,276
    )
    
    
    (10,282
    )Railcar orders, net of cancellations
    
    
    1,218
    
    
    
    7,301
    
    
    
    6,366Railcar backlog at end of period
    
    
    265
    
    
    
    2,424
    
    
    
    5,399Estimated backlog at end of period (in thousands)(1)
    
    $
    24,839
    
    
    $
    183,441
    
    
    $
    422,054
 
 (1)
    
    Estimated backlog reflects the total sales attributable to the backlog
reported at the end of the particular period as if such backlog were
converted to actual sales. Estimated backlog does not reflect
potential price increases and decreases under customer contracts that
provide for variable pricing based on changes in the cost of raw
materials. Estimated backlog includes leased railcars as if sold.
Although we continually look for opportunities to package our leased
assets for sale to our leasing company partners, these leased assets
may not be converted to sales  SUPPLIERS AND MATERIALS
  6




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COMPETITION
    INTELLECTUAL PROPERTY
  EMPLOYEES
  REGULATION
  7




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ENVIRONMENTAL MATTERS
     
 Item 1A. Risk Factors.
  RISKS RELATED TO THE RAILCAR INDUSTRY
 We operate in a highly cyclical industry, and our industry and markets are influenced by factors
that are beyond our control, including U.S. economic conditions. In addition, the current weakness
in the credit markets may limit our customers ability to obtain financing to purchase railcars
from us. Such factors could adversely affect demand for our railcar offerings.
  8




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We depend upon a small number of customers that represent a large percentage of our sales. The loss
of any single customer, or a reduction in sales to any such customer, could have a material adverse
effect on our business, financial condition and results of operations.
  The variable purchase patterns of our customers and the timing of completion, delivery and
acceptance of customer orders may cause our sales and income from operations to vary substantially
each quarter, which will result in significant fluctuations in our quarterly results.
  We operate in a highly competitive industry and we may be unable to compete successfully against
other railcar manufacturers.
  Further consolidation of the railroad industry may adversely affect our business.
  9




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The potential cost volatility of the raw materials that we use to manufacture railcars, especially
aluminum and steel, and delivery delays associated with these raw materials may adversely affect
our financial condition and results of operations.
  Limitations on the supply of wheels and other railcar components could adversely affect our
business because they may limit the number of railcars we can manufacture.
  RISKS RELATED TO OUR BUSINESS
 The weak global economy and tight credit markets may continue to adversely affect our business.
  10




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We rely significantly on the sales of our coal-carrying railcars. Future demand for coal could
decrease, which could adversely affect our business, financial condition and results of operations.
   We rely upon a single supplier to supply us with all of our cold-rolled center sills for our
railcars, and any disruption of our relationship with this supplier could adversely affect our
business.
  Equipment failures, delays in deliveries or extensive damage to our facilities could lead to
production or service curtailments or shutdowns.
  11




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An increase in health care costs could adversely affect our results of operations.
  Our pension obligations are currently underfunded. We may have to make significant cash payments to
our pension plans, which would reduce the cash available for our business.
  The level of our reported backlog may not necessarily indicate what our future sales will be and
our actual sales may fall short of the estimated sales value attributed to our backlog.
  As a public company, we are required to comply with the reporting obligations of the Exchange Act
and Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to comply with the reporting
obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act or if we fail to maintain
adequate internal controls over financial reporting, our business, results of operations and
financial condition could be materially adversely affected.
  12




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We recently implemented a new enterprise-wide financial reporting system which may cause operating
or reporting disruptions.
  If we lose key personnel, our operations and ability to manage the day-to-day aspects of our
business will be adversely affected.
   Labor disputes could disrupt our operations and divert the attention of our management and may have
a material adverse effect on our operations and profitability.
  13




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Shortages of skilled labor may adversely impact our operations.
  Lack of acceptance of our new railcar offerings by our customers could adversely affect our
business.
  Our production of new railcar product lines may not be initially profitable and may result in
financial losses.
  We may pursue acquisitions that involve inherent risks, any of which may cause us not to realize
anticipated benefits.
  14




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We might fail to adequately protect our intellectual property, which may result in our loss of
market share, or third parties might assert that our intellectual property infringes on their
intellectual property, which would be costly to defend and divert the attention of our management.
  We are subject to a variety of environmental laws and regulations and the cost of complying with
environmental requirements or any failure by us to comply with such requirements may have a
material adverse effect on our business, financial condition and results of operations.
  Our warranties may expose us to potentially significant claims, which may damage our reputation and
adversely affect our business, financial condition and results of operations.
  The agreements governing our revolving credit facilities contain various covenants that, among
other things, limit our discretion in operating our business and provide for certain minimum
financial requirements.
  15




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To the extent we expand our sales of products and services internationally, we will increase our
exposure to international economic and political risks.
   The market price of our securities may fluctuate significantly, which may make it difficult for
stockholders to sell shares of our common stock when desired or at attractive prices.
  
 Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties.
  Leased or
    
    LeaseUse
    
    Location
    
    Size
    
    Owned
    
    Expiration DateCorporate headquarters
    
    Chicago, Illinois
    
    8,574 square feet
    
    Leased
    
    September 30, 2013Railcar assembly and component manufacturing
    
    Danville, Illinois
    
    308,665 square feet on 36.5 acres of land
    
    Owned
    
    Railcar assembly and component Manufacturing
    
    Roanoke, Virginia
    
    383,709 square feet on 15.5 acres of land
    
    Leased
    
    November 30, 2014Administrative
    
    Johnstown, Pennsylvania
    
    29,500 square feet on 1.02 acres of land
    
    Owned
    
    Parts warehouse
    
    Johnstown, Pennsylvania
    
    86,000 square feet
    
    Leased
    
    December 31, 2016
 16




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Item 3. Legal Proceedings.
   
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
  17




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Common stock priceHigh
    
    
    Low2009Fourth quarter
    
    $
    26.91
    
    
    $
    18.10Third quarter
    
    $
    25.54
    
    
    $
    16.26Second quarter
    
    $
    20.24
    
    
    $
    15.38First quarter
    
    $
    21.63
    
    
    $
    14.522008Fourth quarter
    
    $
    28.39
    
    
    $
    17.01Third quarter
    
    $
    39.16
    
    
    $
    27.94Second quarter
    
    $
    44.63
    
    
    $
    33.56First quarter
    
    $
    41.88
    
    
    $
    28.862007Fourth quarter
    
    $
    43.20
    
    
    $
    32.29Third quarter
    
    $
    54.60
    
    
    $
    38.20Second quarter
    
    $
    51.80
    
    
    $
    45.14First quarter
    
    $
    58.87
    
    
    $
    46.852006Fourth quarter
    
    $
    57.07
    
    
    $
    48.79Third quarter
    
    $
    60.05
    
    
    $
    45.10Second quarter
    
    $
    76.57
    
    
    $
    46.60First quarter
    
    $
    72.10
    
    
    $
    47.062005Fourth quarter
    
    $
    49.55
    
    
    $
    35.45Third quarter
    
    $
    40.87
    
    
    $
    19.01Second quarter (from April 6, 2005)
    
    $
    22.00
    
    
    $
    17.55
 Dividend Policy
    18




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Performance Graph
 The following performance graph and related information shall not be deemed soliciting material
or to be filed with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically
incorporates it by reference into such filing.
  April 6,
    
    
    June 30,
    
    
    Dec. 31,
    
    
    June 30,
    
    
    Dec. 31,
    
    
    June 30,
    
    
    Dec. 31,
    
    
    June. 30,
    
    
    Dec. 31,
    
    
    June. 30,
    
    
    Dec. 31,2005
    
    
    2005
    
    
    2005
    
    
    2006
    
    
    2006
    
    
    2007
    
    
    2007
    
    
    2008
    
    
    2008
    
    
    2009
    
    
    2009FreightCar America, Inc.
    
    $
    100.00
    
    
    $
    94.29
    
    
    $
    228.96
    
    
    $
    264.59
    
    
    $
    264.72
    
    
    $
    228.94
    
    
    $
    168.02
    
    
    $
    170.94
    
    
    $
    88.44
    
    
    $
    81.94
    
    
    $
    97.26Nasdaq Composite Index
    
    $
    100.00
    
    
    $
    103.48
    
    
    $
    111.17
    
    
    $
    110.07
    
    
    $
    122.69
    
    
    $
    132.37
    
    
    $
    135.63
    
    
    $
    117.71
    
    
    $
    81.34
    
    
    $
    95.16
    
    
    $
    118.20DJ Transportation Index
    
    $
    100.00
    
    
    $
    94.18
    
    
    $
    113.89
    
    
    $
    134.45
    
    
    $
    125.08
    
    
    $
    140.62
    
    
    $
    126.87
    
    
    $
    138.23
    
    
    $
    99.71
    
    
    $
    92.39
    
    
    $
    118.26
 
 19




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Item 6. Selected Financial Data.
  Year Ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(in thousands, except share and per share data and railcar amounts)Statements of operations data:Revenues
    
    $
    248,462
    
    
    $
    746,390
    
    
    $
    817,025
    
    
    $
    1,444,800
    
    
    $
    927,187Cost of sales
    
    
    211,940
    
    
    
    679,597
    
    
    
    712,124
    
    
    
    1,211,349
    
    
    
    820,638Gross profit
    
    
    36,522
    
    
    
    66,793
    
    
    
    104,901
    
    
    
    233,451
    
    
    
    106,549Selling, general and administrative expense
    
    
    31,316
    
    
    
    31,717
    
    
    
    38,914
    
    
    
    34,390
    
    
    
    28,461Plant closure charges (income)(3)
    
    
    (495
    )
    
    
    20,037
    
    
    
    30,836
    
    
    
    
    
    
    
    Operating income
    
    
    5,701
    
    
    
    15,039
    
    
    
    35,151
    
    
    
    199,061
    
    
    
    78,088Interest income
    
    
    124
    
    
    
    3,827
    
    
    
    8,349
    
    
    
    5,860
    
    
    
    1,225Interest expense
    
    
    523
    
    
    
    396
    
    
    
    420
    
    
    
    352
    
    
    
    11,082Amortization and write-off of deferred financing costs
    
    
    270
    
    
    
    281
    
    
    
    232
    
    
    
    306
    
    
    
    776Income before income taxes
    
    
    5,032
    
    
    
    18,189
    
    
    
    42,848
    
    
    
    204,263
    
    
    
    67,455Income tax provision
    
    
    248
    
    
    
    6,769
    
    
    
    15,389
    
    
    
    75,530
    
    
    
    21,762Net income
    
    
    4,784
    
    
    
    11,420
    
    
    
    27,459
    
    
    
    128,733
    
    
    
    45,693Redeemable preferred stock dividends accumulated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    311Net income attributable to common stockholders
    
    
    4,784
    
    
    
    11,420
    
    
    
    27,459
    
    
    
    128,733
    
    
    
    45,382Less: Net income attributable to noncontrolling interest in India JV
    
    
    (156
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income attributable to FreightCar America
    
    $
    4,940
    
    
    $
    11,420
    
    
    $
    27,459
    
    
    $
    128,733
    
    
    $
    45,382Weighted average common shares outstanding  basic
    
    
    11,861,366
    
    
    
    11,788,400
    
    
    
    12,115,712
    
    
    
    12,586,889
    
    
    
    11,135,440Weighted average common shares outstandingdiluted
    
    
    11,870,350
    
    
    
    11,833,132
    
    
    
    12,188,901
    
    
    
    12,785,015
    
    
    
    11,234,075Per share data:Net income per common share attributable to FreightCar America  basic
    
    $
    0.42
    
    
    $
    0.97
    
    
    $
    2.27
    
    
    $
    10.23
    
    
    $
    4.08Net income per share common attributable to FreightCar America  diluted
    
    $
    0.42
    
    
    $
    0.97
    
    
    $
    2.25
    
    
    $
    10.07
    
    
    $
    4.04Dividends declared per common share
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.15
    
    
    $
    0.06Other financial and operating data:Capital expenditures, including railcars on operating leases produced or acquired
    
    $
    19,920
    
    
    $
    42,192
    
    
    $
    6,073
    
    
    $
    6,903
    
    
    $
    7,520Railcars delivered
    
    
    3,377
    
    
    
    10,276
    
    
    
    10,282
    
    
    
    18,764
    
    
    
    13,031Railcar orders
    
    
    1,218
    
    
    
    7,301
    
    
    
    6,366
    
    
    
    7,350
    
    
    
    22,363Railcar backlog
    
    
    265
    
    
    
    2,424
    
    
    
    5,399
    
    
    
    9,315
    
    
    
    20,729Estimated backlog
    
    $
    24,839
    
    
    $
    183,441
    
    
    $
    422,054
    
    
    $
    697,054
    
    
    $
    1,412,424Balance sheet data (at period end):Cash and cash equivalents
    
    $
    98,015
    
    
    $
    129,192
    
    
    $
    197,042
    
    
    $
    212,026
    
    
    $
    61,737Restricted cash(1)
    
    
    1,420
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total assets
    
    
    335,566
    
    
    
    383,293
    
    
    
    354,119
    
    
    
    419,981
    
    
    
    225,282Total debt(2)
    
    
    
    
    
    
    28
    
    
    
    93
    
    
    
    154
    
    
    
    224Total redeemable preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total stockholders equity (deficit)
    
    
    206,253
    
    
    
    204,826
    
    
    
    199,063
    
    
    
    203,869
    
    
    
    92,199
 
 (1)
    
    During 2009 we established restricted cash balances in lieu of standby letters of
credit for purchase price payment guarantees and performance
guarantees. The restrictions expire upon our delivery of certain railcars to customers.(2)
    
    Our total debt includes current maturities of long-term debt and our variable rate demand
industrial revenue bonds due 2010, which are classified as short-term debt. We repaid all of
our debt that existed prior to the initial public offering with the net proceeds of the
initial public offering and available cash.(3)
    
    For the year ended December 31, 2007, we recorded plant closure charges of $30.8 million
relating to the planned closure of our Johnstown facility, which included curtailment and
special termination benefits for our pension and postretirement benefit plans of $27.7
million, one-time employee
termination benefits of $2.2 million and fixed asset impairment charges of $950,000. For the
year ended December 31, 2008, we recorded additional plant closure charges of $20.0 million,
which included special termination benefits for our pension and postretirement benefit plans of
$19.0 million, and other related costs of $1.1 million. Plant closure income for the year ended
December 31, 2009 represents insurance recoveries and adjustments to employment termination
benefits. See Note 3 to the consolidated financial statements. 20




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 OVERVIEW
 You should read the following discussion in conjunction with our consolidated financial statements
and related notes included elsewhere in this annual report on Form 10-K. This discussion contains
forward-looking statements that are based on managements current expectations, estimates and
projections about our business and operations. Our actual results may differ materially from those
currently anticipated and expressed in such forward-looking statements. See     Forward-Looking
Statements.
         21




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FINANCIAL STATEMENT PRESENTATION
 Revenues
   Cost of sales
   Operating income
  RESULTS OF OPERATIONS
 Year Ended December 31, 2009 compared to Year Ended December 31, 2008
 Revenues
  22




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Gross Profit
  Selling, General and Administrative Expense
  Plant Closure Charges
  Interest Expense/Income
  Income Taxes
  Net Income
  23




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Year Ended December 31, 2008 compared to Year Ended December 31, 2007
 Revenues
  ®
 Gross Profit
  Selling, General and Administrative Expense
  Plant Closure Charges
  Interest Expense/Income
  Income Taxes
  24




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Net Income
  LIQUIDITY AND CAPITAL RESOURCES
      25




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26




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##### 



Contractual Obligations
  Payments Due by Period2-3
    
    
    4-5
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years(In thousands)Operating leases
    
    $
    13,768
    
    
    $
    2,587
    
    
    $
    5,275
    
    
    $
    4,846
    
    
    $
    1,060Material and component purchases
    
    
    117,523
    
    
    
    23,872
    
    
    
    50,965
    
    
    
    42,686
    
    
    
    Total
    
    $
    131,291
    
    
    $
    26,459
    
    
    $
    56,240
    
    
    $
    47,532
    
    
    $
    1,060
       Cash Flows
  (Amounts in thousands)2009
    
    
    2008
    
    
    2007Net cash (used in) provided by:Operating activities
    
    $
    22,864
    
    
    
    (23,065
    )
    
    $
    41,398Investing activities
    
    
    (51,284
    )
    
    
    (42,174
    )
    
    
    (6,062
    )Financing activities
    
    
    (2,757
    )
    
    
    (2,611
    )
    
    
    (50,320
    )Total
    
    $
    (31,177
    )
    
    $
    (67,850
    )
    
    $
    (14,984
    )
 27




---



##### 



Operating Activities.
   Investing Activities.
  Financing Activities.
  28




---



##### 



Capital Expenditures
    CRITICAL ACCOUNTING POLICIES
   Long-lived assets
 Property, Plant and Equipment Accounting for the Impairment or Disposal of Long-Lived Assets)
    29




---



##### 



Impairment of goodwill and intangible assets
 Intangibles  Goodwill and
Other Goodwill and Other Intangible Assets
    
    
    Future railcar volume projections based on an industry-specific outlook for railcar demand
and specifically coal railcar demand;
    
    estimated margins on railcar sales; and
    
    weighted-average cost of capital (or WACC) used to discount future performance of our
company.
   30




---



##### 



Pensions and postretirement benefits
  formerly SFAS No. 87, Employers Accounting for Pensions
 1% Increase
    
    
    1% Decrease(in thousands)Effect on net periodic benefit cost
    
    $
    (357
    )
    
    $
    357
  1% Increase
    
    
    1% Decrease(in thousands)Effect on net periodic benefit cost
    
    $
    (79
    )
    
    $
    28
  31




---



##### 



Income taxes
 Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Standard No.
109
    32




---



##### 



Product warranties
  Revenue recognition
     Compensation expense under stock option agreements and restricted stock awards
  Contingencies and litigation
  33




---



##### 



RECENT ACCOUNTING PRONOUNCEMENTS
 Compensation-Retirement Benefits Employers Disclosures about Postretirement Benefit Plan
Assets
 Consolidation
(formerly, Noncontrolling Interests in Consolidated Financial Statements: An
amendment of ARB No. 51)
 Subsequent Events Subsequent Events .
 FORWARD-LOOKING STATEMENTS
   
    
    the cyclical nature of our business;
    
    adverse economic and market conditions;
    
    fluctuating costs of raw materials, including steel and aluminum, and delays in the
delivery of raw materials;
    
    our ability to maintain relationships with our suppliers of railcar components;
    
    our reliance upon a small number of customers that represent a large percentage of our
sales;
    
    the variable purchase patterns of our customers and the timing of completion, delivery and
acceptance of customer orders;
    
    the highly competitive nature of our industry;
    
    risks relating to our relationship with our unionized employees and their unions;
    
    our ability to manage our health care and pension costs;
    
    our reliance on the sales of our aluminum-bodied coal-carrying railcars;
    
    shortages of skilled labor;
    
    the risk of lack of acceptance of our new railcar offerings by our customers;
 34




---



##### 




    
    the cost of complying with environmental laws and regulations;
    
    the costs associated with being a public company;
    
    potential significant warranty claims; and
    
    various covenants in the agreements governing our indebtedness that limit our managements
discretion in the operation of our businesses.
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
      
 Item 8. Financial Statements and Supplementary Data.
 35




---



##### 



Internal ControlIntegrated Framework
 
 36




---



##### 



Internal
Control  Integrated Framework
    Internal Control
 Integrated Framework
  
 37




---



##### 



FreightCar America, Inc. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
  December 31,
    
    
    December 31,2009
    
    
    2008AssetsCurrent assetsCash and cash equivalents
    
    $
    98,015
    
    
    $
    129,192Restricted cash
    
    
    1,420
    
    
    
    Securities available for sale, at fair value
    
    
    29,976
    
    
    
    Accounts receivable, net of allowance for doubtful accounts of $240 and $330, respectively
    
    
    3,728
    
    
    
    73,120Inventories
    
    
    40,800
    
    
    
    31,096Leased railcars held for sale
    
    
    2,200
    
    
    
    11,490Property, plant and equipment held for sale
    
    
    2,478
    
    
    
    Other current assets
    
    
    9,467
    
    
    
    6,789Deferred income taxes, net
    
    
    15,315
    
    
    
    16,003Total current assets
    
    
    203,399
    
    
    
    267,690Long-term inventory
    
    
    5,611
    
    
    
    Property, plant and equipment, net
    
    
    28,170
    
    
    
    30,582Railcars on operating leases
    
    
    58,771
    
    
    
    34,735Goodwill
    
    
    21,521
    
    
    
    21,521Deferred income taxes, net
    
    
    13,404
    
    
    
    23,281Other long-term assets
    
    
    4,690
    
    
    
    5,484Total assets
    
    $
    335,566
    
    
    $
    383,293Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    16,948
    
    
    $
    47,328Accrued payroll and employee benefits
    
    
    7,958
    
    
    
    9,530Accrued postretirement benefits
    
    
    5,329
    
    
    
    5,364Accrued warranty
    
    
    9,146
    
    
    
    11,476Customer deposits
    
    
    4,631
    
    
    
    7,367Other current liabilities
    
    
    5,332
    
    
    
    7,939Total current liabilities
    
    
    49,344
    
    
    
    89,004Accrued pension costs
    
    
    15,675
    
    
    
    26,763Accrued postretirement benefits, less current portion
    
    
    57,962
    
    
    
    55,293Other long-term liabilities
    
    
    6,332
    
    
    
    7,407Total liabilities
    
    
    129,313
    
    
    
    178,467Stockholders equityPreferred stock, $0.01 par value, 2,500,000 shares authorized (100,000 shares each
designated as Series A voting and Series B non-voting, 0 shares issued and
outstanding at December 31, 2009 and 2008)
    
    
    
    
    
    
    Common stock, $0.01 par value, 50,000,000 shares authorized, 12,731,678 and
12,731,678 shares issued at December 31, 2009 and 2008, respectively
    
    
    127
    
    
    
    127Additional paid in capital
    
    
    97,979
    
    
    
    98,253Treasury stock, at cost, 790,865 and 821,182 shares at December 31, 2009 and
2008, respectively
    
    
    (37,123
    )
    
    
    (38,871
    )Accumulated other comprehensive loss
    
    
    (18,578
    )
    
    
    (16,471
    )Retained earnings
    
    
    163,761
    
    
    
    161,687Total FreightCar America stockholders equity
    
    
    206,166
    
    
    
    204,725Noncontrolling interest in India JV
    
    
    87
    
    
    
    101Total stockholders equity
    
    
    206,253
    
    
    
    204,826Total liabilities and stockholders equity
    
    $
    335,566
    
    
    $
    383,293
 See notes to the consolidated financial statements.
 38




---



##### 



FreightCar America, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Revenues
    
    $
    248,462
    
    
    $
    746,390
    
    
    $
    817,025Cost of sales
    
    
    211,940
    
    
    
    679,597
    
    
    
    712,124Gross profit
    
    
    36,522
    
    
    
    66,793
    
    
    
    104,901Selling, general and administrative expense
    
    
    31,316
    
    
    
    31,717
    
    
    
    38,914Plant closure charges (income)
    
    
    (495
    )
    
    
    20,037
    
    
    
    30,836Operating income
    
    
    5,701
    
    
    
    15,039
    
    
    
    35,151Interest income
    
    
    124
    
    
    
    3,827
    
    
    
    8,349Interest expense
    
    
    523
    
    
    
    396
    
    
    
    420Amortization and write-off of deferred financing costs
    
    
    270
    
    
    
    281
    
    
    
    232Income before income taxes
    
    
    5,032
    
    
    
    18,189
    
    
    
    42,848Income tax provision
    
    
    248
    
    
    
    6,769
    
    
    
    15,389Net income
    
    
    4,784
    
    
    
    11,420
    
    
    
    27,459Less: Net income attributable to noncontrolling
interest in India JV
    
    
    (156
    )
    
    
    
    
    
    
    Net income attributable to FreightCar America
    
    $
    4,940
    
    
    $
    11,420
    
    
    $
    27,459Net income per common share attributable to
FreightCar Americabasic
    
    $
    0.42
    
    
    $
    0.97
    
    
    $
    2.27Net income per common share attributable to
FreightCar Americadiluted
    
    $
    0.42
    
    
    $
    0.97
    
    
    $
    2.25Weighted average common shares outstandingbasic
    
    
    11,861,366
    
    
    
    11,788,400
    
    
    
    12,115,712Weighted average common shares outstandingdiluted
    
    
    11,870,350
    
    
    
    11,833,132
    
    
    
    12,188,901Dividends declared per common share
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24
 See notes to the consolidated financial statements.
 39




---



##### 



FreightCar America, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 FreightCar America ShareholdersAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid In
    
    
    Treasury Stock
    
    
    Comprehensive
    
    
    Retained
    
    
    Noncontrolling
    
    
    Stockholders'Shares
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Amount
    
    
    Income (Loss)
    
    
    Earnings
    
    
    Interest
    
    
    EquityBalance, January 1, 2007
    
    
    12,681,511
    
    
    $
    127
    
    
    $
    99,981
    
    
    
    
    
    
    
    
    
    
    $
    (26,774
    )
    
    $
    130,535
    
    
    
    
    
    
    $
    203,869Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,459
    
    
    
    
    
    
    
    27,459Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,868
    
    
    
    
    
    
    
    
    
    
    
    6,868Postretirement liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,049
    
    
    
    
    
    
    
    
    
    
    
    10,049Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,376Adjustment for adoption of
changes in ASC 740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,936
    )
    
    
    
    
    
    
    (1,936
    )Stock repurchases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,048,300
    )
    
    
    (50,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50,000
    )Stock options exercised
    
    
    
    
    
    
    
    
    
    
    (3,322
    )
    
    
    109,936
    
    
    
    5,410
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,088Restricted stock awards
    
    
    52,000
    
    
    
    
    
    
    
    (1,030
    )
    
    
    20,940
    
    
    
    1,030
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeiture of restricted stock awards
    
    
    (1,833
    )
    
    
    
    
    
    
    37
    
    
    
    (833
    )
    
    
    (37
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation recognized
    
    
    
    
    
    
    
    
    
    
    2,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,804Excess tax benefit from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    800Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,938
    )
    
    
    
    
    
    
    (2,938
    )Balance, December 31, 2007
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    99,270
    
    
    
    (918,257
    )
    
    $
    (43,597
    )
    
    $
    (9,857
    )
    
    $
    153,120
    
    
    
    
    
    
    $
    199,063Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,420
    
    
    
    
    
    
    
    11,420Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,503
    )
    
    
    
    
    
    
    
    
    
    
    (7,503
    )Postretirement liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    889
    
    
    
    
    
    
    
    
    
    
    
    889Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,806Investment in noncontrolling interest by joint venture partner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101
    
    
    
    101Stock options exercised
    
    
    
    
    
    
    
    
    
    
    (1,564
    )
    
    
    54,968
    
    
    
    2,609
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,045Restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (2,305
    )
    
    
    48,547
    
    
    
    2,305
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeiture of restricted stock awards
    
    
    
    
    
    
    
    
    
    
    188
    
    
    
    (6,440
    )
    
    
    (188
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation recognized
    
    
    
    
    
    
    
    
    
    
    2,852
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,852Deficiency of tax benefit from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (188
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (188
    )Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,853
    )
    
    
    
    
    
    
    (2,853
    )Balance, December 31, 2008
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    98,253
    
    
    
    (821,182
    )
    
    $
    (38,871
    )
    
    $
    (16,471
    )
    
    $
    161,687
    
    
    $
    101
    
    
    $
    204,826Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,940
    
    
    
    (156
    )
    
    
    4,784Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    785
    
    
    
    
    
    
    
    
    
    
    
    785Postretirement liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,896
    )
    
    
    
    
    
    
    
    
    
    
    (2,896
    )Unrealized holding gain on available-for -sale securities, net of reclassification adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,677Investment in noncontrolling interest by joint venture partner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142
    
    
    
    142Restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (1,969
    )
    
    
    41,589
    
    
    
    1,969
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeiture of restricted stock awards
    
    
    
    
    
    
    
    
    
    
    221
    
    
    
    (11,272
    )
    
    
    (221
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation recognized
    
    
    
    
    
    
    
    
    
    
    1,829
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,829Deficiency of tax benefit from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (355
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (355
    )Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,866
    )
    
    
    
    
    
    
    (2,866
    )Balance, December 31, 2009
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    97,979
    
    
    
    (790,865
    )
    
    $
    (37,123
    )
    
    $
    (18,578
    )
    
    $
    163,761
    
    
    $
    87
    
    
    $
    206,253
 See notes to the consolidated financial statements.
 40




---



##### 



FreightCar America, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2009
    
    
    2008
    
    
    2007Cash flows from operating activitiesNet income
    
    $
    4,784
    
    
    $
    11,420
    
    
    $
    27,459Adjustments to reconcile net income to net cash flows (used in) provided by operating activitiesPlant closure
    
    
    
    
    
    
    20,037
    
    
    
    30,836Depreciation and amortization
    
    
    5,658
    
    
    
    4,380
    
    
    
    3,910Other non-cash items, net
    
    
    4,231
    
    
    
    589
    
    
    
    2,160Deferred income taxes
    
    
    11,830
    
    
    
    (516
    )
    
    
    (11,895
    )Compensation expense under stock option and restricted share award agreements
    
    
    1,829
    
    
    
    2,852
    
    
    
    2,804Changes in operating assets and liabilities:Accounts receivable
    
    
    69,392
    
    
    
    (60,052
    )
    
    
    (1,699
    )Inventories
    
    
    (18,314
    )
    
    
    17,522
    
    
    
    56,093Leased railcars held for sale
    
    
    (1,420
    )
    
    
    (11,490
    )
    
    
    Other current assets
    
    
    591
    
    
    
    2,346
    
    
    
    (312
    )Accounts payable
    
    
    (29,910
    )
    
    
    10,148
    
    
    
    (65,498
    )Accrued payroll and employee benefits
    
    
    (1,572
    )
    
    
    (4,475
    )
    
    
    (2,004
    )Income taxes receivable/payable
    
    
    (5,271
    )
    
    
    (4,936
    )
    
    
    (11,391
    )Accrued warranty
    
    
    (2,330
    )
    
    
    925
    
    
    
    (1,500
    )Customer deposits and other current liabilities
    
    
    (5,310
    )
    
    
    (11,871
    )
    
    
    11,448Deferred revenue, non-current
    
    
    (711
    )
    
    
    1,800
    
    
    
    Accrued pension costs and accrued postretirement benefits
    
    
    (10,613
    )
    
    
    (1,744
    )
    
    
    987Net cash flows provided by (used in) operating activities
    
    
    22,864
    
    
    
    (23,065
    )
    
    
    41,398Cash flows from investing activitiesRestricted cash deposits
    
    
    (5,658
    )
    
    
    
    
    
    
    Restricted cash withdrawals
    
    
    4,238
    
    
    
    
    
    
    
    Purchase of securities available for sale
    
    
    (49,933
    )
    
    
    
    
    
    
    Sale of securities available for sale
    
    
    19,986
    
    
    
    
    
    
    
    Purchases of property, plant and equipment
    
    
    (4,317
    )
    
    
    (6,991
    )
    
    
    (6,073
    )Cost of railcars on operating leases produced or acquired
    
    
    (15,603
    )
    
    
    (35,201
    )
    
    
    Proceeds from sale of property, plant and equipment
    
    
    3
    
    
    
    18
    
    
    
    11Net cash flows used in investing activities
    
    
    (51,284
    )
    
    
    (42,174
    )
    
    
    (6,062
    )Cash flows from financing activitiesPayments on long-term debt
    
    
    (28
    )
    
    
    (65
    )
    
    
    (60
    )Deferred financing costs paid
    
    
    (5
    )
    
    
    (838
    )
    
    
    (211
    )Stock repurchases
    
    
    
    
    
    
    
    
    
    
    (50,000
    )Issuance of common stock (net of issuance costs and deferred offering costs)
    
    
    
    
    
    
    1,045
    
    
    
    2,089Investment in noncontrolling interest by joint venture partner
    
    
    142
    
    
    
    101
    
    
    
    Excess tax benefit from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    800Cash dividends paid to stockholders
    
    
    (2,866
    )
    
    
    (2,854
    )
    
    
    (2,938
    )Net cash flows used in financing activities
    
    
    (2,757
    )
    
    
    (2,611
    )
    
    
    (50,320
    )Net decrease in cash and cash equivalents
    
    
    (31,177
    )
    
    
    (67,850
    )
    
    
    (14,984
    )Cash and cash equivalents at beginning of year
    
    
    129,192
    
    
    
    197,042
    
    
    
    212,026Cash and cash equivalents at end of year
    
    $
    98,015
    
    
    $
    129,192
    
    
    $
    197,042Supplemental cash flow informationCash paid for:Interest
    
    $
    265
    
    
    $
    311
    
    
    $
    515Income tax refunds received
    
    $
    7,750
    
    
    $
    1,737
    
    
    $
    70Income taxes paid
    
    $
    175
    
    
    $
    9,740
    
    
    $
    37,147Non-cash transactions:Increase (decrease) in balance of property, plant and equipment on account
    
    $
    (470
    )
    
    $
    235
    
    
    $
    (771
    )
 See notes to the consolidated financial statements.
 41




---



##### 



FreightCar America, Inc. and Subsidiaries
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2009, 2008 and 2007
 Note 1  Description of the Business
  Note 2  Summary of Significant Accounting Policies
 Principles of Consolidation
  Use of Estimates
  Cash Equivalents
   Restricted Cash
  42




---



##### 



Financial Instruments
  securities held-to-maturity securities
available-for-sale trading securities securities-held-to-maturity trading securities securities available- for-sale
 available-for-sale
 Inventories
  Leased Railcars
    Property, Plant and Equipment
  43




---



##### 



Description of Assets
    
    LifeBuildings and improvements
    
    10-40 yearsMachinery and equipment
    
    3-12 years
  Long-Lived Assets
 Property, Plant and
Equipment Accounting for the
Impairment or Disposal of Long-Lived Assets
     Research and Development
  44




---



##### 



Goodwill and Intangible Assets
 Intangibles  Goodwill and
Other Goodwill and Other Intangible Assets)
 Property, Plant and Equipment
  Income Taxes
 Income Taxes Accounting for Income Taxes ,
   Product Warranties
  Revenue Recognition
  45




---



##### 



Nonmonetary Transactions Accounting for Non-Monetary Transactions, Interpretations of APB No. 29,
     Revenue Recognition  Principal Agent Considerations Accounting for Shipping and Handling Fees and Costs)
 Comprehensive Income (Loss)
  Earnings Per Share
  Stock-Based Compensation
 Compensation  Stock Compensation Share-Based Payment ,
 46




---



##### 



Recent Accounting Pronouncements
 Compensation-Retirement Benefits Employers Disclosures about Postretirement Benefit Plan
Assets
 Consolidation ( , Noncontrolling Interests in Consolidated Financial
Statements: An amendment of ARB No. 51).
 Subsequent Events Subsequent Events .
 Note 3  Plant Closure Charges
    47




---



##### 



2009
    
    2008
    
    2007Pension plan curtailment loss and special termination benefit costs
    
    $
    
    
    
    $
    10,112
    
    
    $
    14,478Postretirement plan curtailment loss and contractual benefit charges
    
    
    
    
    
    
    8,866
    
    
    
    13,204Employee termination benefits
    
    
    (166
    )
    
    
    11
    
    
    
    2,204Insurance recoveries and other related costs
    
    
    (329
    )
    
    
    1,048
    
    
    
    Impairment charge for plant building and land
    
    
    
    
    
    
    
    
    
    
    950Total plant closure (income) charges
    
    $
    (495
    )
    
    $
    20,037
    
    
    $
    30,836
 Note 4  Fair Value Measurements
 Fair Value Measurements and Disclosures
   Level 1
    
    
    
    Quoted prices (unadjusted) in active markets for identical assets and liabilities.Level 2
    
    
    
    Inputs other than quoted prices included within Level 1 that are either directly or
indirectly observable for the asset or liability including quoted prices for similar assets or
liabilities in active markets, quoted prices for identical or similar assets or liabilities in
inactive markets, inputs other than quoted prices that are observable for the asset or
liability, and inputs that are derived from observable market data by correlation or other
means.Level 3
    
    
    
    Unobservable inputs for the asset or liability, including situations where there is
little, if any, market activity for the asset or liability.
  48




---



##### 



As of December 31, 2009Recurring Fair Value Measurements
    
    Level 1
    
    Level 2
    
    Level 3
    
    TotalASSETS:Securities available for sale 
fixed income government
obligations
    
    $
    29,976
    
    
    $
    
    
    
    $
    
    
    
    $
    29,976
  Note 5  Inventories
  December 31,2009
    
    
    2008Work in progress
    
    $
    30,803
    
    
    $
    23,618Finished new railcars
    
    
    
    
    
    
    5,513Used railcars acquired upon trade-in
    
    
    9,997
    
    
    
    1,965Total inventories
    
    $
    40,800
    
    
    $
    31,096
  Note 6 Leased Railcars
    Year ending December 31, 2010
    
    $
    4,572Year ending December 31, 2011
    
    
    3,066Year ending December 31, 2012
    
    
    615Year ending December 31, 2013
    
    
    104Thereafter
    
    
    $
    8,357
 49




---



##### 



Note 7  Property, Plant and Equipment
  December 31,2009
    
    
    2008Land
    
    $
    151
    
    
    $
    701Buildings and improvements
    
    
    19,056
    
    
    
    20,918Machinery and equipment
    
    
    31,175
    
    
    
    42,352Cost of buildings, improvements, machinery and equipment
    
    
    50,231
    
    
    
    63,270Less: Accumulated depreciation and amortization
    
    
    (22,599
    )
    
    
    (38,996
    )Buildings, improvements, machinery and equipment net of
accumulated depreciation and amortization
    
    
    27,632
    
    
    
    24,274Construction in process
    
    
    387
    
    
    
    5,607Total property, plant and equipment
    
    $
    28,170
    
    
    $
    30,582
  Property, Plant and Equipment Accounting for the Impairment or Disposal of Long-Lived Assets)
 50




---



##### 



Note 8  Intangible Assets
  December 31,2009
    
    
    2008Patents
    
    $
    13,097
    
    
    $
    13,097Accumulated amortization
    
    
    (9,195
    )
    
    
    (8,604
    )Patents, net of accumulated amortization
    
    $
    3,902
    
    
    $
    4,493
  Note 9  Product Warranties
  December 31,2009
    
    
    2008
    
    
    2007Balance at the beginning of the year
    
    $
    11,476
    
    
    $
    10,551
    
    
    $
    12,051Warranties issued during the year
    
    
    376
    
    
    
    4,621
    
    
    
    3,353Reductions for payments, costs of repairs and other
    
    
    (2,706
    )
    
    
    (3,696
    )
    
    
    (4,853
    )Balance at the end of the year
    
    $
    9,146
    
    
    $
    11,476
    
    
    $
    10,551
 Note 10  Revolving Credit Facilities
  51




---



##### 



JAIX Revolving Credit Facility
    52




---



##### 



Note 11  Accumulated Other Comprehensive Income (Loss)
  Pre-Tax
    
    
    Tax
    
    
    After-TaxDecember 31, 2006
    
    $
    (33,566
    )
    
    $
    12,348
    
    
    $
    (21,218
    )Year ended December 31, 2007Pension liability activity
    
    $
    10,905
    
    
    $
    (4,037
    )
    
    $
    6,868Postretirement liability activity
    
    
    15,954
    
    
    
    (5,905
    )
    
    
    10,049$
    26,859
    
    
    
    (9,942
    )
    
    $
    16,917Year ended December 31, 2008Pension liability activity
    
    $
    (12,141
    )
    
    $
    4,638
    
    
    $
    (7,503
    )Postretirement liability activity
    
    
    1,299
    
    
    
    (410
    )
    
    
    889$
    (10,842
    )
    
    $
    4,228
    
    
    $
    (6,614
    )Year ended December 31, 2009Pension liability activity
    
    $
    1,266
    
    
    $
    (481
    )
    
    $
    785Postretirement liability activity
    
    
    (4,643
    )
    
    
    1,747
    
    
    
    (2,896
    )Change in foreign currency translation adjustments
    
    
    2
    
    
    
    
    
    
    
    2Change in unrealized holding gains on securities
available-for-sale, net of reclassification
adjustment
    
    
    3
    
    
    
    (1
    )
    
    
    2$
    (3,372
    )
    
    $
    1,265
    
    
    $
    (2,107
    )
  December 31,2009
    
    
    2008Unrecognized pension cost, net of tax of $6,681 and $7,162
    
    $
    (11,055
    )
    
    $
    (11,840
    )Unrecognized postretirement cost, net of tax of $4,549 and $2,801
    
    
    (7,527
    )
    
    
    (4,631
    )Foreign currency translation adjustments, net of tax of $0
    
    
    2
    
    
    
    Unrealized holding gains on securities available-for-sale,
net of reclassification adjustment of $9, net of tax of $1
    
    
    2
    
    
    
    $
    (18,578
    )
    
    $
    (16,471
    )
 Note 12  Employee Benefit Plans
   53




---



##### 



PostretirementPension Benefits
    
    
    Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008Change in benefit obligationBenefit obligationBeginning of year
    
    $
    59,688
    
    
    $
    55,393
    
    
    $
    60,657
    
    
    $
    53,078Service cost
    
    
    408
    
    
    
    1,128
    
    
    
    58
    
    
    
    69Interest cost
    
    
    3,843
    
    
    
    3,370
    
    
    
    3,949
    
    
    
    3,231Plan amendment
    
    
    
    
    
    
    
    
    
    
    364
    
    
    
    Actuarial loss (gain)
    
    
    4,223
    
    
    
    (6,884
    )
    
    
    4,520
    
    
    
    (913
    )Special termination benefit loss
    
    
    
    
    
    
    10,111
    
    
    
    
    
    
    
    8,866Benefits paid
    
    
    (6,700
    )
    
    
    (3,430
    )
    
    
    (6,257
    )
    
    
    (3,674
    )Benefit obligationEnd of year
    
    
    61,462
    
    
    
    59,688
    
    
    
    63,291
    
    
    
    60,657Change in plan assetsPlan assetsBeginning of year
    
    
    32,999
    
    
    
    44,973
    
    
    
    
    
    
    
    Actual return on plan assets
    
    
    7,051
    
    
    
    (15,294
    )
    
    
    
    
    
    
    Employer contributions
    
    
    12,566
    
    
    
    6,750
    
    
    
    6,257
    
    
    
    3,674Benefits paid
    
    
    (6,700
    )
    
    
    (3,430
    )
    
    
    (6,257
    )
    
    
    (3,674
    )Plan assets at fair valueEnd of year
    
    
    45,916
    
    
    
    32,999
    
    
    
    
    
    
    
    Funded status of plansEnd of year
    
    $
    (15,546
    )
    
    $
    (26,689
    )
    
    $
    (63,291
    )
    
    $
    (60,657
    )
 PostretirementPension Benefits
    
    
    Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008Amounts recognized in the Consolidated Balance SheetsNoncurrent assets
    
    $
    129
    
    
    $
    75
    
    
    $
    
    
    
    $
    Current liabilities
    
    
    
    
    
    
    
    
    
    
    (5,329
    )
    
    
    (5,364
    )Noncurrent liabilities
    
    
    (15,675
    )
    
    
    (26,764
    )
    
    
    (57,962
    )
    
    
    (55,293
    )Net amount recognized at December 31
    
    $
    (15,546
    )
    
    $
    (26,689
    
    
    $
    (63,291
    )
    
    $
    (60,657
    )
   PostretirementPension Benefits
    
    
    Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008Net actuarial loss
    
    $
    17,736
    
    
    $
    18,113
    
    
    $
    10,588
    
    
    $
    6,067Prior service cost
    
    
    
    
    
    
    889
    
    
    
    1,488
    
    
    
    1,365$
    17,736
    
    
    $
    19,002
    
    
    $
    12,076
    
    
    $
    7,432
 54




---



##### 



Pension Benefits
    
    
    Postretirement Benefits2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008
    
    
    2007Components of net periodic benefit costService cost
    
    $
    408
    
    
    $
    1,128
    
    
    $
    2,229
    
    
    $
    58
    
    
    $
    69
    
    
    $
    683Interest cost
    
    
    3,843
    
    
    
    3,370
    
    
    
    2,771
    
    
    
    3,949
    
    
    
    3,231
    
    
    
    2,946Expected return on plan assets
    
    
    (2,943
    )
    
    
    (3,758
    )
    
    
    (3,508
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of unrecognized prior service cost
    
    
    103
    
    
    
    
    
    
    
    712
    
    
    
    241
    
    
    
    224
    
    
    
    1,725Amortization of unrecognized net loss
    
    
    492
    
    
    
    27
    
    
    
    441
    
    
    
    
    
    
    
    162
    
    
    
    374Curtailment recognition
    
    
    786
    
    
    
    
    
    
    
    5,526
    
    
    
    
    
    
    
    
    
    
    
    10,176Contractual benefit charge
    
    
    
    
    
    
    10,112
    
    
    
    8,952
    
    
    
    
    
    
    
    8,866
    
    
    
    3,028Total net periodic benefit cost
    
    $
    2,689
    
    
    $
    10,879
    
    
    $
    17,123
    
    
    $
    4,248
    
    
    $
    12,552
    
    
    $
    18,932
  2009
    
    
    2008Pension
    
    
    Postretirement
    
    
    Pension
    
    
    PostretirementBenefits
    
    
    Benefits
    
    
    Benefits
    
    
    BenefitsNet actuarial gain
    
    $
    115
    
    
    $
    4,520
    
    
    $
    12,168
    
    
    $
    (913
    )Amortization of net actuarial gain
    
    
    (492
    )
    
    
    
    
    
    
    (27
    )
    
    
    (162
    )Amortization of prior service
cost
    
    
    (103
    )
    
    
    (241
    )
    
    
    
    
    
    
    (224
    )Prior service cost recognized
through curtailment
    
    
    (786
    )
    
    
    
    
    
    
    
    
    
    
    Prior service cost arising during
measurement period
    
    
    
    
    
    
    364
    
    
    
    
    
    
    
    Total recognized in accumulated
other comprehensive loss (gain)
    
    $
    (1,266
    )
    
    $
    4,643
    
    
    $
    12,141
    
    
    $
    (1,299
    )
 55




---



##### 



Pension
    
    PostretirementBenefits
    
    Benefits2010
    
    $
    5,756
    
    
    $
    5,4002011
    
    
    5,604
    
    
    
    5,3002012
    
    
    5,462
    
    
    
    5,3002013
    
    
    5,140
    
    
    
    5,2002014
    
    
    4,768
    
    
    
    5,100
   PostretirementPension Benefits
    
    
    Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008Discount rate
    
    
    5.76
    %
    
    
    6.85
    %
    
    
    5.76
    %
    
    
    6.85
    %Rate of compensation increase
    
    
    N/A
    
    
    
    3.00
    %
   Pension Benefits
    
    Postretirement Benefits2009
    
    2008
    
    2007
    
    2009
    
    2008
    
    2007Discount rate
    
    
    6.85
    %
    
    
    6.40
    %
    
    
    5.90
    %
    
    
    6.85
    %
    
    
    6.40
    %
    
    
    5.90
    %Expected return on plan assets
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    
    
    
    
    
    
    
    
    Rate of compensation increase
    
    
    3.00
    %
    
    
    3.00%-4.00
    %
    
    
    3.00%-4.00
    %
    
    
    
    
    
    
    
    
    
    
    
  2009
    
    2008
    
    2007Health care cost trend rate assigned for next year
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    9.00
    %Rate to which cost trend is assumed to decline
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    5.50
    %Year the rate reaches the ultimate trend rate
    
    
    2016
    
    
    
    2015
    
    
    
    2014
   56




---



##### 



Plan Assets at
    
    TargetDecember 31,
    
    Allocation2009
    
    2008
    
    2010Asset CategoryEquity securities
    
    
    48
    %
    
    
    56
    %
    
    
    60
    %Debt securities
    
    
    46
    %
    
    
    40
    %
    
    
    40
    %Real estate
    
    
    6
    %
    
    
    4
    %
    
    
    N/AOther
    
    
    0
    %
    
    
    0
    %
    
    
    N/A100
    %
    
    
    100
    %
    
    
    100
    %
    As of December 31, 2009Pension Plan Assets
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalEquity securities
    
    $
    21,887
    
    
    $
    
    
    
    $
    
    
    
    $
    21,887Debt securities
    
    
    21,437
    
    
    $
    
    
    
    $
    
    
    
    
    21,437Real estate
    
    
    2,563
    
    
    $
    
    
    
    $
    
    
    
    
    2,563Other (cash and cash equivalents)
    
    
    29
    
    
    $
    
    
    
    $
    
    
    
    
    29Total
    
    $
    45,916
    
    
    $
    
    
    
    $
    
    
    
    $
    45,916
  57




---



##### 



Note 13  Income Taxes
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Current taxesFederal
    
    $
    (10,729
    )
    
    $
    3,234
    
    
    $
    22,244State
    
    
    (769
    )
    
    
    2,046
    
    
    
    4,848(11,498
    )
    
    
    5,280
    
    
    
    27,092Deferred taxesFederal
    
    
    12,358
    
    
    
    1,823
    
    
    
    (10,363
    )State
    
    
    (572
    )
    
    
    (992
    )
    
    
    (1,533
    )11,786
    
    
    
    831
    
    
    
    (11,896
    )Interest and penalties expense, gross of related tax effects
    
    
    (40
    )
    
    
    658
    
    
    
    193Total
    
    $
    248
    
    
    $
    6,769
    
    
    $
    15,389
  Year Ended December 31,2009
    
    2008
    
    2007Statutory U.S. federal income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes, net of federal tax benefit
    
    
    (13.9)
    %
    
    
    (2.8
    )%
    
    
    1.9
    %Valuation allowance
    
    
    3.2
    %
    
    
    7.7
    %
    
    
    2.8
    %Goodwill amortization for tax reporting purposes
    
    
    (12.1
    )%
    
    
    (3.3
    )%
    
    
    (1.4
    )%Manufacturing deduction
    
    
    
    
    
    
    (0.4
    )%
    
    
    (3.4
    )%Nondeductible expenses
    
    
    0.7
    %
    
    
    0.3
    %
    
    
    Rate change on deferred taxes
    
    
    (8.7
    )%
    
    
    
    
    
    
    Other
    
    
    0.7
    %
    
    
    0.7
    %
    
    
    1.0
    %Effective income tax rate
    
    
    4.9
    %
    
    
    37.2
    %
    
    
    35.9
    %
  58




---



##### 



December 31, 2009
    
    
    December 31, 2008Description
    
    Assets
    
    
    Liabilities
    
    
    Assets
    
    
    LiabilitiesAccrued post-retirement and pension benefits-long-term
    
    $
    32,868
    
    
    $
    
    
    
    $
    33,909
    
    
    $
    Intangible assets
    
    
    
    
    
    
    (212
    )
    
    
    533
    
    
    
    Accrued workers compensation costs
    
    
    747
    
    
    
    
    
    
    
    1,137
    
    
    
    Accrued warranty costs
    
    
    3,941
    
    
    
    
    
    
    
    5,302
    
    
    
    Accrued bonuses
    
    
    103
    
    
    
    
    
    
    
    130
    
    
    
    Accrued vacation
    
    
    491
    
    
    
    
    
    
    
    811
    
    
    
    Accrued contingencies
    
    
    4,289
    
    
    
    
    
    
    
    4,580
    
    
    
    Accrued severance
    
    
    1,206
    
    
    
    
    
    
    
    999
    
    
    
    Inventory valuation
    
    
    2,847
    
    
    
    
    
    
    
    1,667
    
    
    
    Property, plant and equipment and railcars on operating leases
    
    
    
    
    
    
    (16,240
    )
    
    
    
    
    
    
    (8,249
    )State net operating loss carryforwards
    
    
    4,545
    
    
    
    
    
    
    
    2,595
    
    
    
    Stock compensation expense
    
    
    1,014
    
    
    
    
    
    
    
    961
    
    
    
    Other
    
    
    319
    
    
    
    
    
    
    
    1,944
    
    
    
    52,370
    
    
    
    (16,452
    )
    
    
    54,568
    
    
    
    (8,249
    )Valuation allowance
    
    
    (7,195
    )
    
    
    
    
    
    
    (7,037
    )
    
    
    Deferred tax assets (liabilities)
    
    $
    45,175
    
    
    $
    (16,452
    )
    
    $
    47,531
    
    
    $
    (8,249
    )Increase (decrease) in valuation allowance
    
    $
    158
    
    
    
    
    
    
    $
    3,452
   59




---



##### 



2009
    
    
    2008
    
    
    2007Beginning of year balance
    
    $
    4,352
    
    
    $
    2,821
    
    
    $
    2,638Increases in prior period tax positions
    
    
    17
    
    
    
    163
    
    
    
    Decreases in prior period tax positions
    
    
    (361
    )
    
    
    
    
    
    
    (80
    )Increases in current period tax positions
    
    
    
    
    
    
    1,368
    
    
    
    263Settlements
    
    
    
    
    
    
    
    
    
    
    End of year balance
    
    $
    4,008
    
    
    $
    4,352
    
    
    $
    2,821
   Earliest YearOpen ToJurisdiction
    
    ExaminationU.S. Federal
    
    
    2006States:Pennsylvania
    
    
    2003Virginia
    
    
    2006Illinois
    
    
    2006Foreign:India
    
    
    2008Mauritius
    
    
    2009
 Note 14  Stock-Based Compensation
   60




---



##### 



61




---



##### 



Stock Option Activity
  December 31,2009
    
    
    2008Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseOptions
    
    
    Price
    
    
    Options
    
    
    PriceOutstanding
    
    
    (per share)
    
    
    Outstanding
    
    
    (per share)Outstanding at the beginning of the year
    
    
    159,240
    
    
    $
    31.69
    
    
    
    64,968
    
    
    $
    23.76Granted
    
    
    1,000
    
    
    
    17.84
    
    
    
    190,100
    
    
    
    30.47Exercised
    
    
    
    
    
    
    
    
    
    
    (54,968
    )
    
    
    19.00Forfeited or expired
    
    
    (91,580
    )
    
    
    30.47
    
    
    
    (40,860
    )
    
    
    30.47Outstanding at the end of the
year
    
    
    68,660
    
    
    $
    33.12
    
    
    
    159,240
    
    
    $
    31.69Exercisable at the end of the year
    
    
    29,227
    
    
    $
    37.12
    
    
    
    10,000
    
    
    $
    49.90
  Weighted-Average
    
    Weighted-Remaining
    
    AverageContractual
    
    Exercise
    
    AggregateOptions
    
    Term
    
    Price
    
    IntrinsicOutstanding
    
    (in years)
    
    (per share)
    
    ValueOptions outstanding
    
    
    68,660
    
    
    
    7.8
    
    
    $
    33.12
    
    
    $
    2Vested or expected to vest
    
    
    68,660
    
    
    
    7.8
    
    
    $
    33.12
    
    
    $
    2Options exercisable
    
    
    29,227
    
    
    
    7.3
    
    
    $
    37.12
    
    
    
    
  Nonvested Stock Activity
  62




---



##### 



December 31,2009
    
    
    2008Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageGrant Date
    
    
    
    
    
    
    Grant DateFair Value
    
    
    
    
    
    
    Fair ValueShares
    
    
    (per share)
    
    
    Shares
    
    
    (per share)Nonvested at the beginning of the
year
    
    
    78,774
    
    
    $
    42.25
    
    
    
    82,853
    
    
    $
    53.38Granted
    
    
    41,589
    
    
    
    17.95
    
    
    
    48,547
    
    
    
    31.47Vested
    
    
    (35,592
    )
    
    
    44.29
    
    
    
    (46,186
    )
    
    
    52.51Forfeited or expired
    
    
    (11,272
    )
    
    
    28.57
    
    
    
    (6,440
    )
    
    
    30.47Nonvested at the end of the year
    
    
    73,499
    
    
    $
    29.61
    
    
    
    78,774
    
    
    $
    42.25Expected to vest
    
    
    73,499
    
    
    $
    29.61
    
    
    
    78,774
    
    
    $
    42.25
  Note 15  Risks and Contingencies
    Contingencies Accounting for
Contingencies
 63




---



##### 



Note 16  Other Commitments
   2010
    
    $
    2,5872011
    
    
    2,6192012
    
    
    2,6562013
    
    
    2,5292014
    
    
    2,317Thereafter
    
    
    1,060$
    13,768
     64




---



##### 



Note 17  Earnings Per Share
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Weighted average
common shares
outstanding
    
    
    11,861,366
    
    
    
    11,788,400
    
    
    
    12,115,712Dilutive effect of
employee stock
options and
restricted share
awards
    
    
    8,984
    
    
    
    44,732
    
    
    
    73,189Weighted
average diluted
common shares
outstanding
    
    
    11,870,350
    
    
    
    11,833,132
    
    
    
    12,188,901
  Note 18  Operating Segment and Concentration of Sales
  Year ended December 31,2009
    
    
    2008
    
    
    2007New railcar sales
    
    $
    217,046
    
    
    $
    712,432
    
    
    $
    800,542Used railcar sales
    
    
    818
    
    
    
    14,368
    
    
    
    5,928Parts sales
    
    
    17,406
    
    
    
    14,798
    
    
    
    9,903Leasing revenues
    
    
    5,812
    
    
    
    2,955
    
    
    
    39Other sales
    
    
    7,380
    
    
    
    1,837
    
    
    
    613$
    248,462
    
    
    $
    746,390
    
    
    $
    817,025
  Note 19  Labor Agreements
  65




---



##### 



Note 20  Related Party Transactions
  Note
21  Selected Quarterly Financial Data (Unaudited)
   First Quarter
    
    Second Quarter
    
    Third Quarter
    
    Fourth Quarter2009Sales
    
    $
    39,563
    
    
    $
    104,328
    
    
    $
    55,131
    
    
    $
    49,440Gross profit
    
    
    10,295
    
    
    
    15,983
    
    
    
    6,879
    
    
    
    3,365Net income (loss) attributable to FreightCar America(2)
    
    
    2,397
    
    
    
    7,022
    
    
    
    1,069
    
    
    
    (5,548
    )Net income (loss) per common share attributable to FreightCar America basic(2)
    
    
    0.20
    
    
    
    0.59
    
    
    
    0.09
    
    
    
    (0.47
    )Net income (loss) per common share attributable to FreightCar America diluted(2)
    
    $
    0.20
    
    
    $
    0.59
    
    
    $
    0.09
    
    
    $
    (0.47
    )2008Sales
    
    $
    95,098
    
    
    $
    141,335
    
    
    $
    238,008
    
    
    $
    271,949Gross profit
    
    
    9,223
    
    
    
    7,396
    
    
    
    22,588
    
    
    
    27,587Net (loss) income attributable to FreightCar America(1)
    
    
    (10,254
    )
    
    
    (368
    )
    
    
    10,043
    
    
    
    12,000Net (loss) income per common share attributable to FreightCar America basic(1)
    
    
    (0.87
    )
    
    
    (0.03
    )
    
    
    0.85
    
    
    
    1.01Net (loss) income per common share attributable to FreightCar America diluted(1)
    
    $
    (0.87
    )
    
    $
    (0.03
    )
    
    $
    0.85
    
    
    $
    1.01
 
 (1)
    
    Results for the first quarter of 2008 include plant closure charges of $18.3 million
(See Note 3, Plant Closure Charges for a description of these actions).(2)
    
    Results for the fourth quarter of 2009 include severance costs of $3.1 million. 66




---



##### 



Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure.
  
 Item 9A. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Background of Restatement
  Description of 2008 Material Weaknesses
   System Change Controls
  Inventory Valuation Controls
  Account Reconciliation Controls
  67




---



##### 



REMEDIATION STEPS TO ADDRESS MATERIAL WEAKNESSES
  ERP System
  Inventory Valuation
  Account Reconciliations
   MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  68




---



##### 




    
    pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
 
    
    provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP;
 
    
    provide reasonable assurance that receipts and expenditures of the Company are being
made only in accordance with appropriate authorization of management and the board of
directors; and
 
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a material effect
on the financial statements.
 Internal Control-Integrated Framework
  Inherent Limitations on Effectiveness of Controls
  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  69




---



##### 



Item 9B. Other Information.
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
  
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
  
 Item 14. Principal Accounting Fees and Services.
  
 PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.
 Exhibits
  70




---



##### 



(b)
    
    The exhibits listed on the Exhibit Index to this Form 10-K are filed with this Form 10-K or
incorporated by reference as set forth below.(c)
    
    Additional Financial Statement Schedules
  71




---



##### 



SIGNATURES
  FREIGHTCAR AMERICA, INC.Date: March 15, 2010
    By:

/s/
Edward J. WhalenEdward J. Whalen, President andChief Executive Officer  Signature
    
    Title
    
    Date/s/ Edward J. Whalen

Edward J. Whalen
    
    President and Chief
Executive Officer
(principal executive
officer) and Director
    
    March 15, 2010/s/ Christopher L. Nagel

Christopher L. Nagel
    
    Vice President, Finance
and Chief Financial
Officer (principal
financial officer and
principal accounting
officer)
    
    March 15, 2010/s/ Thomas M. Fitzpatrick

Thomas M. Fitzpatrick
    
    Chairman of the Board and
Director
    
    March 15, 2010/s/ James D. Cirar

James D. Cirar
    
    Director
    
    March 12, 2010/s/ William D. Gehl

William D. Gehl
    
    Director
    
    March 12, 2010/s/ Thomas A. Madden

Thomas A. Madden
    
    Director
    
    March 15, 2010/s/ S. Carl Soderstrom

S. Carl Soderstrom
    
    Director
    
    March 12, 2010/s/ Robert N. Tidball

Robert N. Tidball
    
    Director
    
    March 15, 2010
 72




---



##### 



FreightCar America, Inc. and Subsidiaries
 Schedule II  Valuation and Qualifying Accounts
For the Years Ended December 31, 2009, 2008 and 2007
 Accounts ChargedOff and RecoveriesAdditions Charged
    
    of AmountsBalance at
    
    to Costs and
    
    Previously WrittenBeginning of Period
    
    Expenses
    
    Off
    
    Balance at End of PeriodYear Ended December 31, 2009Allowance for doubtful accounts
    
    $
    330
    
    
    $
    56
    
    
    $
    (146
    )
    
    $
    240Deferred tax assets valuation allowance
    
    
    7,037
    
    
    
    158
    
    
    
    
    
    
    
    7,195Inventory reserve
    
    
    150
    
    
    
    1,168
    
    
    $
    (150
    )
    
    
    1,168Year Ended December 31, 2008Allowance for doubtful accounts
    
    $
    223
    
    
    $
    107
    
    
    $
    
    
    
    $
    330Deferred tax assets valuation allowance
    
    
    3,585
    
    
    
    3,452
    
    
    
    
    
    
    
    7,037Inventory reserve
    
    
    1,177
    
    
    
    
    
    
    $
    (1,027
    )
    
    
    150Year Ended December 31, 2007Allowance for doubtful accounts
    
    $
    191
    
    
    $
    47
    
    
    $
    (15
    )
    
    $
    223Deferred tax assets valuation allowance
    
    
    2,921
    
    
    
    664
    
    
    
    
    
    
    
    3,585Inventory reserve
    
    
    
    
    
    
    1,951
    
    
    $
    (774
    )
    
    
    1,177
 73




---



##### 



EXHIBIT INDEX
 3.1
    
    Certificate of Ownership and Merger of FreightCar America, Inc. into
FCA Acquisition Corp., as amended (incorporated by reference to
Exhibit 3.1 to the Companys Current Report on Form 8-K filed with
the Commission on September 7, 2006).3.2
    
    Third Amended and Restated By-laws of FreightCar America, Inc.
(incorporated by reference to Exhibit 3.1 to the Companys Current
Report filed on Form 8-K filed with the Commission on September 28,
2007).4.1
    
    Form of Registration Rights Agreement, by and among FreightCar
America, Inc., Hancock Mezzanine Partners, L.P., John Hancock Life
Insurance Company, Caravelle Investment Fund, L.L.C., Trimaran
Investments II, L.L.C., Camillo M. Santomero, III, and the investors
listed on Exhibit A attached thereto (incorporated by reference to
Exhibit 4.3 to Registration Statement Nos. 333-123384 and 333-123875
filed with the Commission on April 4, 2005).10.1
    
    Letter Agreement, dated as of January 26, 2010, by and between
FreightCar America, Inc. and Edward J. Whalen (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form
8-K filed with the Commission on January 26, 2010).10.2
    
    Employment Agreement, dated as of January 14, 2009, by and between
FreightCar America, Inc. and Christopher L. Nagel (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form
8-K filed with the Commission on December 17, 2008).10.3
    
    Employment Agreement, dated as of January 10, 2008, by and between
FreightCar America, Inc. and Nicholas J. Matthews (incorporated by
reference to Exhibit 10.2 to the Companys Annual Report on Form
10-K for the year ended December 31, 2008 filed with the Commission
on March 13, 2009).10.4
    
    Employment agreement of Laurence M. Trusdell dated as of June 11,
2007, by and between FreightCar America, Inc. and Laurence M.
Trusdell.10.5
    
    Amendment to employment agreement of Laurence M. Trusdell dated as
of December 29, 2008 (incorporated by reference to Exhibit 10.5 to
the Companys Annual Report on Form 10-K for the year ended December
31, 2008 filed with the Commission on March 13, 2009).10.6
    
    Amendment to employment agreement of Nicholas J. Matthews dated as
of December 29, 2008 (incorporated by reference to Exhibit 10.8 to
the Companys Annual Report on Form 10-K for the year ended December
31, 2008 filed with the Commission on March 13, 2009).10.7
    
    FreightCar America, Inc. 2005 Long Term Incentive Plan (Restated to
incorporate all Amendments) (incorporated by reference to Appendix I
to the Companys Proxy Statement for the annual meeting of
stockholders held on May 14, 2008 filed with the Commission on April
8, 2008).10.8
    
    Form of Restricted Share Award Agreement for the Companys employees
(incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the Commission on December 12, 2005).10.9
    
    Form of Restricted Share Award Agreement for the Companys
independent directors (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed with the Commission
on January 27, 2006).10.10
    
    Form of Restricted Share Award Agreement for the Companys employees
(incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the Commission on January 15, 2008).
 74




---



##### 



10.11
    
    Form of Stock Option Award Agreement for the Companys employees
(incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the Commission on January 15, 2008).10.12
    
    Lease Agreement, dated as of December 20, 2004, by and between
Norfolk Southern Railway Company and Johnstown America Corporation
(the Lease Agreement) (incorporated by reference to Exhibit 10.27
to Registration Statement Nos. 333-123384 and 333-123875 filed with
the Commission on April 4, 2005).*10.13
    
    Amendment to the Lease Agreement, dated as of December 1, 2005
(incorporated by reference to Exhibit 10.11 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2005).*10.14
    
    Second Amendment to the Lease Agreement, dated as of February 1,
2008, by and between Norfolk Southern Railway Company and Johnstown
America Corporation (incorporated by reference to Exhibit 10.1 to
the Companys Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2008 filed with the Commission on May 12, 2008).10.15
    
    Second Amended and Restated Credit Agreement, dated as of August 24,
2007, by and among Johnstown America Corporation, Freight Car
Services, Inc., JAC Operations, Inc., JAIX Leasing Company and
FreightCar Roanoke, Inc. as the Co-Borrowers, the lenders party
thereto, LaSalle Bank National Association, as Administrative Agent
and Arranger, and National City Business Credit, Inc., as Collateral
Agent (incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Commission on August 28,
2007).10.16
    
    First Amendment to Second Amended and Restated Credit Agreement,
dated as of September 30, 2008, by and among Johnstown America
Corporation, Freight Car Services, Inc., JAC Operations, Inc., JAIX
Leasing Company and FreightCar Roanoke, Inc., as the Co-Borrowers,
the lenders party thereto and LaSalle Bank National Association, as
Administrative Agent (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed with the Commission
on October 6, 2008).10.17
    
    Second Amendment to Second Amended and Restated Credit Agreement,
dated as of March 11, 2009, by and among Johnstown America
Corporation, Freight Car Services, Inc., JAC Operations, Inc., JAIX
Leasing Company and FreightCar Roanoke, Inc., as the Co-Borrowers,
the lenders party thereto and Bank of America, N.A., as successor by
merger to LaSalle Bank National Association, as Administrative Agent
(incorporated by reference to Exhibit 10.19 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2008 filed with
the Commission on March 13, 2009).10.18
    
    Guarantee Agreement, dated as of September 30, 2008, by JAIX Leasing
Company in favor of LaSalle Bank National Association, as
Administrative Agent, for the benefit of the lenders party thereto
(incorporated by reference to Exhibit 10.2 to the Companys Current
Report on Form 8-K filed with the Commission on October 6, 2008).10.19
    
    Credit Agreement, dated as of September 30, 2008, by and among JAIX
Leasing Company, as Borrower, Bank of America, N.A., as
Administrative Agent, the lenders party thereto and Banc of America
Securities LLC, as Sole Lead Arranger and Sole Book Manager
(incorporated by reference to Exhibit 10.3 to the Companys Current
Report on Form 8-K filed with the Commission on October 6, 2008).10.20
    
    First Amendment to Credit Agreement, dated as of March 11, 2009, by
and among JAIX Leasing Company, as Borrower, Bank of America, N.A.,
as Administrative Agent, the lenders party thereto and Banc of
America Securities LLC, as Sole Lead Arranger and Sole Book Manager
(incorporated by reference to Exhibit 10.22 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2008 filed with
the Commission on March 13, 2009).
 75




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##### 



10.21
    
    Guarantee Agreement, dated as of September 30, 2008, by FreightCar
America, Inc. in favor of Bank of America, N.A., as Administrative
Agent, for the benefit of the lenders party thereto (incorporated by
reference to Exhibit 10.4 to the Companys Current Report on Form
8-K filed with the Commission on October 6, 2008)10.22
    
    Management Incentive Plan of Johnstown America Corporation
(incorporated by reference to Exhibit 10.29 to Registration
Statement Nos. 333-123384 and 333-123875 filed with the Commission
on March 17, 2005).10.23
    
    FreightCar America, Inc. Executive Severance Plan (and Summary Plan
Description) (incorporated by reference to Exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q filed with the Commission on
September 30, 2009)10.24
    
    Form of Letter of Resignation (incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K filed with the
Commission on December 19, 2006).10.25
    
    Letter of Resignation (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed with the Commission
on January 29, 2007).21
    
    Subsidiaries of FreightCar America, Inc.23
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32
    
    Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Confidential treatment has been granted for the redacted portions of this
exhibit. A complete copy of the exhibit, including the redacted portions, has been filed
separately with the Securities and Exchange Commission. 76