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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 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
    
    60606(Address of principal executive offices)
    
    (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
 o þ
 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 2009 annual meeting of stockholders filed
pursuant to Regulation 14A on April 8, 2009
    
    Part III




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##### 



FREIGHTCAR AMERICA, INC.
 TABLE OF CONTENTS
 PageExplanatory Note
    
    
    3PART IItem 1. Business
    
    
    5Item 1A. Risk Factors
    
    
    10Item 1B. Unresolved Staff Comments
    
    
    18Item 2. Properties
    
    
    18Item 3. Legal Proceedings
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20PART IIItem 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
    
    
    20Item 6. Selected Financial Data
    
    
    23Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    25Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    40Item 8. Financial Statements and Supplementary Data
    
    
    41Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
    
    
    81Item 9A. Controls and Procedures
    
    
    81Item 9B. Other Information
    
    
    85PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    85Item 11. Executive Compensation
    
    
    85Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    85Item 13. Certain Relationships and Related Transactions, and
Director Independence
    
    
    85Item 14. Principal Accounting Fees and Services
    
    
    85PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    85SIGNATURES
    
    
    87EX-31.1EX-31.2EX-32
  2




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EXPLANATORY NOTE
Restatement of Consolidated Financial Statements
       Internal Control 
Integrated Framework
  3




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4




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PART I
 
 Item 1. Business.
 OVERVIEW
  ®
    OUR PRODUCTS AND SERVICES
   5




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
    
    BethGon Series. The BethGon is the leader in the aluminum-bodied
coal-carrying gondola railcar segment. Since we introduced the steel
BethGon railcar in the late 1970s 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, and we expect the prototypes to begin
shipping during 2009. We continue to explore opportunities in other
international markets.
 
    
    Spare Parts. We sell replacement parts for our railcars and railcars built by others.
  6




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MANUFACTURING
     CUSTOMERS
    SALES AND MARKETING
  RESEARCH AND DEVELOPMENT
  7




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BACKLOG
   Year Ended December 31,2008
    
    
    2007
    
    
    2006Railcar backlog at start of period
    
    
    5,399
    
    
    
    9,315
    
    
    
    20,729Railcars delivered
    
    
    (10,349
    )
    
    
    (10,282
    )
    
    
    (18,764
    )Railcar orders
    
    
    7,570
    
    
    
    6,366
    
    
    
    7,350Railcar backlog at end of period
    
    
    2,620
    
    
    
    5,399
    
    
    
    9,315Estimated backlog at end of period (in thousands)(1)
    
    $
    184,840
    
    
    $
    422,054
    
    
    $
    697,054
 
 (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
  8




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COMPETITION
    INTELLECTUAL PROPERTY
   EMPLOYEES
  REGULATION
  9




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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 downturn
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.
  10




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The current 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.
  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.
  11




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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.
  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.
  RISKS RELATED TO OUR BUSINESS
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The weak global economy and tight credit markets may continue to adversely affect our business.
   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.
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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.
  14




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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.
   We currently are implementing 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.
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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.
   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.
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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.
  We use and rely significantly on a proprietary software system to manage our accounting and
production systems, the failure of which may lead to data loss, significant business interruption
and financial loss.
  17




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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.
  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.
  18




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Leased or
    
    LeaseUse
    
    Location
    
    Size
    
    Owned
    
    Expiration DateCorporate headquarters
    
    Chicago, Illinois
    
    8,574 square feet
    
    Leased
    
    September 30, 2013Railcar assembly and
    
    Danville, Illinois
    
    308,665 square feet
    
    Owned
    
    component
    
    
    
    on 36.5 acres of landmanufacturingRailcar assembly and
    
    Roanoke, Virginia
    
    383,709 square feet
    
    Leased
    
    November 30, 2014*component
    
    
    
    on 15.5 acres of landmanufacturingRailcar assembly and
    
    Johnstown, Pennsylvania
    
    564,983 square feet
    
    Owned
    
    component
    
    
    
    on 31.9 acres of landmanufacturingAdministrative
    
    Johnstown, Pennsylvania
    
    29,500 square feet on
    
    Owned
    
    1.02 acres of landLight storage
    
    Johnstown, Pennsylvania
    
    1,633 square feet on
    
    Owned
    
    14.26 acres of landParts warehouse
    
    Johnstown, Pennsylvania
    
    86,000 square feet
    
    Leased
    
    December 31, 2016
 
 *
    
    The lease agreement provides that we or Norfolk Southern, the lessor,
can terminate this lease at any time after December 31, 2009.   
 Item 3. Legal Proceedings.
   19




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Item 4. Submission of Matters to a Vote of Security Holders.
  
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
  20




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Common stock priceHigh
    
    Low2008Fourth 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
    21




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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.
  COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG FREIGHTCAR AMERICA,
NASDAQ MARKET INDEX AND DJ TRANSPORTATION INDEX
 
 
 April 6,
    
    
    June 30,
    
    
    Dec. 31,
    
    
    June 30,
    
    
    Dec. 31,
    
    
    June 30,
    
    
    Dec. 31,
    
    
    June. 30,
    
    
    Dec. 31,2005
    
    
    2005
    
    
    2005
    
    
    2006
    
    
    2006
    
    
    2007
    
    
    2007
    
    
    2008
    
    
    2008FreightCar
America, Inc.
    
    
    $
    100.00
    
    
    
    $
    94.29
    
    
    
    $
    228.96
    
    
    
    $
    264.59
    
    
    
    $
    264.72
    
    
    
    $
    228.94
    
    
    
    $
    168.02
    
    
    
    $
    170.94
    
    
    
    $
    88.44Nasdaq Composite Index
    
    
    $
    100.00
    
    
    
    $
    103.48
    
    
    
    $
    111.17
    
    
    
    $
    110.07
    
    
    
    $
    122.69
    
    
    
    $
    132.37
    
    
    
    $
    134.89
    
    
    
    $
    116.34
    
    
    
    $
    80.01DJ Transportation Index
    
    
    $
    100.00
    
    
    
    $
    94.18
    
    
    
    $
    113.89
    
    
    
    $
    134.44
    
    
    
    $
    125.07
    
    
    
    $
    140.61
    
    
    
    $
    126.85
    
    
    
    $
    120.30
    
    
    
    $
    85.98
 22




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Item 6. Selected Financial Data.
  Year Ended December 31,2008
    
    
    2007(as restated)
    
    
    (as restated)
    
    
    2006
    
    
    2005
    
    
    2004(in thousands, except share and per share data and railcar amounts)Statements of operations data:Revenues
    
    $
    746,390
    
    
    $
    817,025
    
    
    $
    1,444,800
    
    
    $
    927,187
    
    
    $
    482,180Cost of sales
    
    
    679,597
    
    
    
    712,124
    
    
    
    1,211,349
    
    
    
    820,638
    
    
    
    468,309Gross profit
    
    
    66,793
    
    
    
    104,901
    
    
    
    233,451
    
    
    
    106,549
    
    
    
    13,871Selling, general and administrative expense
    
    
    31,717
    
    
    
    38,914
    
    
    
    34,390
    
    
    
    28,461
    
    
    
    32,660Plant closure charges(5)
    
    
    20,037
    
    
    
    30,836
    
    
    
    
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    15,039
    
    
    
    35,151
    
    
    
    199,061
    
    
    
    78,088
    
    
    
    (18,789
    )Interest income
    
    
    3,827
    
    
    
    8,349
    
    
    
    5,860
    
    
    
    1,225
    
    
    
    282Interest expense
    
    
    396
    
    
    
    420
    
    
    
    352
    
    
    
    11,082
    
    
    
    13,856Amortization and write-off of deferred
financing costs
    
    
    281
    
    
    
    232
    
    
    
    306
    
    
    
    776
    
    
    
    459Income (loss) before income taxes
    
    
    18,189
    
    
    
    42,848
    
    
    
    204,263
    
    
    
    67,455
    
    
    
    (32,822
    )Income tax provision (benefit)
    
    
    6,769
    
    
    
    15,389
    
    
    
    75,530
    
    
    
    21,762
    
    
    
    (7,962
    )Net income (loss)
    
    
    11,420
    
    
    
    27,459
    
    
    
    128,733
    
    
    
    45,693
    
    
    
    (24,860
    )Redeemable preferred stock dividends accumulated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    311
    
    
    
    1,062Net income (loss) attributable to common stockholders
    
    
    11,420
    
    
    
    27,459
    
    
    
    128,733
    
    
    
    45,382
    
    
    
    (25,922
    )Less: Net income attributable to noncontrolling
interest in India JV
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) attributable to FreightCar America
    
    $
    11,420
    
    
    $
    27,459
    
    
    $
    128,733
    
    
    $
    45,382
    
    
    $
    (25,922
    )Weighted average common shares outstanding  basic
    
    
    11,788,400
    
    
    
    12,115,712
    
    
    
    12,586,889
    
    
    
    11,135,440
    
    
    
    6,888,750Weighted average common shares outstandingdiluted
    
    
    11,833,132
    
    
    
    12,188,901
    
    
    
    12,785,015
    
    
    
    11,234,075
    
    
    
    6,888,750Per share data:Net income (loss) per common share attributable to
FreightCar America  basic
    
    $
    0.97
    
    
    $
    2.27
    
    
    $
    10.23
    
    
    $
    4.08
    
    
    $
    (3.76
    )Net income (loss) per share common attributable to
FreightCar America  diluted
    
    $
    0.97
    
    
    $
    2.25
    
    
    $
    10.07
    
    
    $
    4.04
    
    
    $
    (3.76
    )Dividends declared per common share
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.15
    
    
    $
    0.06
    
    
    $
    0.00Other financial and operating data:Capital expenditures, including railcars on operating
leases produced or acquired
    
    $
    42,192
    
    
    $
    6,073
    
    
    $
    6,903
    
    
    $
    7,520
    
    
    $
    2,215Railcars delivered
    
    
    10,349
    
    
    
    10,282
    
    
    
    18,764
    
    
    
    13,031
    
    
    
    7,484Railcar orders
    
    
    7,570
    
    
    
    6,366
    
    
    
    7,350
    
    
    
    22,363
    
    
    
    12,437Railcar backlog
    
    
    2,620
    
    
    
    5,399
    
    
    
    9,315
    
    
    
    20,729
    
    
    
    11,397Estimated backlog
    
    $
    184,840
    
    
    $
    422,054
    
    
    $
    697,054
    
    
    $
    1,412,424
    
    
    $
    747,842
 23




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Year Ended December 31,2008
    
    
    2007(as restated)
    
    
    (as restated)
    
    
    2006
    
    
    2005
    
    
    2004(in thousands, except share and per share data and railcar amounts)Balance sheet data (at period end):Cash and cash equivalents
    
    $
    129,192
    
    
    $
    197,042
    
    
    $
    212,026
    
    
    $
    61,737
    
    
    $
    11,213Restricted cash(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,955Total assets
    
    
    383,293
    
    
    
    354,119
    
    
    
    419,981
    
    
    
    225,282
    
    
    
    191,143Total debt(3)
    
    
    28
    
    
    
    93
    
    
    
    154
    
    
    
    224
    
    
    
    56,058Rights to additional acquisition consideration,
including accumulated accretion(1)(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,581Total redeemable preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,182Total stockholders equity (deficit)
    
    
    204,725
    
    
    
    199,063
    
    
    
    203,869
    
    
    
    92,199
    
    
    
    (37,089
    )
 
 (1)
    
    Rights to additional acquisition consideration refers to the additional acquisition
consideration related to the acquisition of our business in 1999 that became due, and was
paid, upon the completion of our initial public offering in April 2005.(2)
    
    Our restricted cash as of December 31, 2004 included cash collateral of $3.8 million plus
interest held in escrow for our participation in a residual support guarantee agreement with
respect to railcars that we sold to a customer that are presently leased by the customer to a
third party. Our restricted cash as of December 31, 2004 also included $7.5 million held in a
restricted cash account as additional collateral for our former revolving credit facility,
which was released to us after we entered into our revolving credit facility agreement and
$1.2 million in escrow, representing security for workers compensation insurance. As of
December 31, 2005, we no longer had any remaining restricted cash. Restricted cash in the
amount of $13.0 million was released during the year ended December 31, 2005 as follows: the
$7.5 million attributable to cash held as additional collateral under the former revolving
credit facility was released upon signing the new credit facility agreement; $1.2 million held
in escrow as security for workers compensation insurance was replaced by a letter of credit;
and $4.3 million held in escrow for a residual support guaranty relating to railcars we sold
to a financial institution that are leased by a third-party customer was released by the
financial institution.(3)
    
    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.(4)
    
    Our recorded liability under the rights to additional acquisition consideration was based on
the fair value of the rights to additional acquisition consideration at the time that we
acquired our business from TTII in 1999, using a discount rate of 25% and an expected
redemption period of seven years. As a result of our initial public offering, we were required
to pay the additional acquisition consideration in the aggregate amount of $35.0 million.(5)
    
    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.
See Note 3 to the consolidated financial statements. 24




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 OVERVIEW
 All of the financial information presented in this Item 7 has been adjusted to reflect the
restatement of our consolidated financial statements as of and for the fiscal years ended December
31, 2008 and December 31, 2007. Specifically, we have restated our consolidated balance sheets and
the related consolidated statements of income, consolidated statements of stockholders equity and
consolidated statements of cash flows as of and for the years ended December 31, 2008 and 2007.
The restatement is more fully described in the Explanatory Note immediately preceding Part I,
Item 1 and in Note 20 Restatement of Consolidated Financial Statements, which is included in
Financial Statements and Supplementary Data in Item 8 of this Form 10-K/A . 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/A . 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.
        25




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##### Table of Contents



FINANCIAL STATEMENT PRESENTATION
 Restatement of Consolidated Financial Statements
    Increase/(Decrease) in income statement line items(amounts in thousands, except per share data)
    
    2008
    
    2007Cost of Sales
    
    $
    (11,124
    )
    
    $
    (1,537
    )Gross profit
    
    
    11,124
    
    
    
    1,537Income before income taxes
    
    
    11,124
    
    
    
    1,537Income tax provision
    
    
    4,318
    
    
    
    546Net income attributable to common stockholders
    
    
    6,806
    
    
    
    991Net income per common share attributable to common
stockholders  basic
    
    
    0.58
    
    
    
    0.08Net income per common share attributable to common
stockholders  diluted
    
    
    0.58
    
    
    
    0.08
 26




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##### Table of Contents



Increase/(Decrease) in balance sheet line items(amounts in thousands)
    
    2008
    
    2007Inventories
    
    $
    (548
    )
    
    $
    (1,218
    )Leased assets held for sale
    
    
    (213
    )
    
    
    Other current assets
    
    
    (4,299
    )
    
    
    (531
    )Deferred income taxes  current
    
    
    (633
    )
    
    
    (16
    )Railcars on operating leases
    
    
    (236
    )
    
    
    Deferred income taxes  non-current
    
    
    68
    
    
    
    Accounts payable
    
    
    (13,658
    )
    
    
    (2,756
    )Retained earnings
    
    
    7,797
    
    
    
    991
 Revenues
   Cost of sales
   27




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##### Table of Contents



Operating income
  RESULTS OF OPERATIONS
 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
  28




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##### Table of Contents



Income Taxes
  Net Income
  Year Ended December 31, 2007 compared to Year Ended December 31, 2006
 Sales
 ®
 Gross Profit
  Selling, General and Administrative Expense
  29




---



##### Table of Contents



Plant Closure Charges
  Interest Expense/Income
  Income Taxes
  Net Income
  LIQUIDITY AND CAPITAL RESOURCES
    30




---



##### Table of Contents



31




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##### Table of Contents



Contractual Obligations
  Payments Due by Period2-3
    
    
    4-5
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years(In thousands)Capital leases from long-term debt
    
    $
    28
    
    
    $
    28
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating leases
    
    
    14,850
    
    
    
    2,067
    
    
    
    4,644
    
    
    
    4,687
    
    
    
    3,452Used railcar purchases
    
    
    3,024
    
    
    
    3,024
    
    
    
    
    
    
    
    
    
    
    
    Material and component purchases
    
    
    154,148
    
    
    
    38,681
    
    
    
    63,731
    
    
    
    51,736
    
    
    
    Total
    
    $
    172,050
    
    
    $
    43,800
    
    
    $
    68,375
    
    
    $
    56,423
    
    
    $
    3,452
   32




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##### Table of Contents



Cash Flows
   2008
    
    
    2007(as restated)
    
    
    (as restated)
    
    
    2006Net cash (used in) provided by:Operating activities
    
    $
    (23,065
    )
    
    $
    41,398
    
    
    $
    154,156Investing activities
    
    
    (42,174
    )
    
    
    (6,062
    )
    
    
    (5,821
    )Financing activities
    
    
    (2,611
    )
    
    
    (50,320
    )
    
    
    1,954Total
    
    $
    (67,850
    )
    
    $
    (14,984
    )
    
    $
    150,289
 Operating Activities.
   Investing Activities.
 33




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##### Table of Contents



Financing Activities.
  Capital Expenditures
     CRITICAL ACCOUNTING POLICIES
   34




---



##### Table of Contents



Long-lived assets
 Accounting for the Impairment or Disposal of Long-Lived Assets
  Impairment of goodwill and intangible assets
 Goodwill and Other Intangible Assets
    
    
    volume projections based on an industry-specific outlook for railcar demand and
specifically coal railcar demand;
 35




---



##### Table of Contents




    
    estimated margins on railcar sales; and
    
    weighted-average cost of capital (or WACC) used to discount future performance of our
company.
      Pensions and postretirement benefits
   36




---



##### Table of Contents



1% Increase
    
    1% Decrease(in thousands)Effect on net periodic benefit cost
    
    $
    (456
    )
    
    $
    456
  1% Increase
    
    1% Decrease(in thousands)Effect on net periodic benefit cost
    
    $
    (140
    )
    
    $
    410
   Income taxes
 Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Standard No.
109
  37




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##### Table of Contents



Product warranties
  Revenue recognition
  Compensation expense under stock option agreements and restricted stock awards
  Contingencies and litigation
  38




---



##### Table of Contents



RECENT ACCOUNTING PRONOUNCEMENTS
 Accounting for
Uncertainty in Income Taxes  An Interpretation of FASB Standard No. 109
 Fair Value Measurements
 Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans  An amendment of FASB Statements No. 87, 88, 106 and 132(R)
 The Fair Value Option for Financial Assets and
Financial Liabilities.
 Business Combinations,
 39




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##### Table of Contents



Noncontrolling
Interests in Consolidated Financial Statements: An amendment of ARB No. 51
 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;
    
    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 agreement governing our indebtedness that limit our managements
discretion in the operation of our businesses.
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk.
  40




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##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data.
 41




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##### Table of Contents



Internal ControlIntegrated Framework
 
 42




---



##### Table of Contents



Internal Control 
Integrated Framework
      System Change Controls
 Inventory Valuation Controls
 43




---



##### Table of Contents



Account Reconciliation Controls
  Internal Control  Integrated Framework
  
 44




---



##### Table of Contents



FreightCar America, Inc. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2008
    
    
    2007(as restated)
    
    
    (as restated)AssetsCurrent assetsCash and cash equivalents
    
    $
    129,192
    
    
    $
    197,042Accounts receivable, net of allowance for doubtful accounts of $330 and $223, respectively
    
    
    73,120
    
    
    
    13,068Inventories
    
    
    31,096
    
    
    
    48,627Leased assets held for sale
    
    
    11,490
    
    
    
    Other current assets
    
    
    6,789
    
    
    
    6,692Deferred income taxes, net
    
    
    16,003
    
    
    
    13,504Total current assets
    
    
    267,690
    
    
    
    278,933Property, plant and equipment, net
    
    
    30,582
    
    
    
    26,921Railcars on operating leases
    
    
    34,735
    
    
    
    Goodwill
    
    
    21,521
    
    
    
    21,521Deferred income taxes, net
    
    
    23,281
    
    
    
    21,035Other long-term assets
    
    
    5,484
    
    
    
    5,709Total assets
    
    $
    383,293
    
    
    $
    354,119Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    47,328
    
    
    $
    36,769Accrued payroll and employee benefits
    
    
    9,530
    
    
    
    13,320Accrued postretirement benefits
    
    
    5,364
    
    
    
    5,188Accrued warranty
    
    
    11,476
    
    
    
    10,551Customer deposits
    
    
    7,367
    
    
    
    19,836Other current liabilities
    
    
    7,939
    
    
    
    7,100Total current liabilities
    
    
    89,004
    
    
    
    92,764Accrued pension costs
    
    
    26,763
    
    
    
    10,685Accrued postretirement benefits, less current portion
    
    
    55,293
    
    
    
    47,890Other long-term liabilities
    
    
    7,407
    
    
    
    3,717Total liabilities
    
    
    178,467
    
    
    
    155,056Commitments and contingenciesStockholders 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, 2008 and 2007)
    
    
    
    
    
    
    Common stock, $0.01 par value, 50,000,000 shares authorized, 12,731,678 and
12,731,678 shares issued at December 31, 2008 and 2007, respectively
    
    
    127
    
    
    
    127Additional paid in capital
    
    
    98,253
    
    
    
    99,270Treasury stock, at cost, 821,182 and 918,257 shares at December 31, 2008 and
2007, respectively
    
    
    (38,871
    )
    
    
    (43,597
    )Accumulated other comprehensive loss
    
    
    (16,471
    )
    
    
    (9,857
    )Retained earnings
    
    
    161,687
    
    
    
    153,120Total FreightCar America stockholders equity
    
    
    204,725
    
    
    
    199,063Noncontrolling interest in India JV
    
    
    101
    
    
    
    Total stockholders equity
    
    
    204,826
    
    
    
    199,063Total liabilities and stockholders equity
    
    $
    383,293
    
    
    $
    354,119
 See notes to the consolidated financial statements.
 45




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##### Table of Contents



FreightCar America, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF INCOME
 Year Ended December 31,2008
    
    
    2007(as restated)
    
    
    (as restated)
    
    
    
    2006Revenues
    
    $
    746,390
    
    
    $
    817,025
    
    
    $
    1,444,800Cost of sales
    
    
    679,597
    
    
    
    712,124
    
    
    
    1,211,349Gross profit
    
    
    66,793
    
    
    
    104,901
    
    
    
    233,451Selling, general and administrative expense
(including non-cash stock-based compensation expense
of $2,852, $2,804 and $2,130, respectively)
    
    
    31,717
    
    
    
    38,914
    
    
    
    34,390Plant closure charges
    
    
    20,037
    
    
    
    30,836
    
    
    
    Operating income
    
    
    15,039
    
    
    
    35,151
    
    
    
    199,061Interest income
    
    
    3,827
    
    
    
    8,349
    
    
    
    5,860Interest expense
    
    
    396
    
    
    
    420
    
    
    
    352Amortization and write-off of deferred financing costs
    
    
    281
    
    
    
    232
    
    
    
    306Income before income taxes
    
    
    18,189
    
    
    
    42,848
    
    
    
    204,263Income tax provision
    
    
    6,769
    
    
    
    15,389
    
    
    
    75,530Net income
    
    
    11,420
    
    
    
    27,459
    
    
    
    128,733Less: Net income attributable to noncontrolling
interest in India JV
    
    
    
    
    
    
    
    
    
    
    Net income attributable to FreightCar America
    
    $
    11,420
    
    
    $
    27,459
    
    
    $
    128,733Net income per common share attributable to
FreightCar Americabasic
    
    $
    0.97
    
    
    $
    2.27
    
    
    $
    10.23Net income per common share attributable to
FreightCar Americadiluted
    
    $
    0.97
    
    
    $
    2.25
    
    
    $
    10.07Weighted average common shares outstandingbasic
    
    
    11,788,400
    
    
    
    12,115,712
    
    
    
    12,586,889Weighted average common shares outstandingdiluted
    
    
    11,833,132
    
    
    
    12,188,901
    
    
    
    12,785,015Dividends declared per common share
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.15
 See notes to the consolidated financial statements.
 46




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##### Table of Contents



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
    
    
    Loss
    
    
    Earnings
    
    
    Interest
    
    
    EquityBalance, January 1, 2006
    
    
    12,570,200
    
    
    
    126
    
    
    
    93,932
    
    
    
    
    
    
    
    
    
    
    
    (5,556
    )
    
    
    3,697
    
    
    
    
    
    
    
    92,199Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128,733
    
    
    
    
    
    
    
    128,733Additional minimum pension
liability, net of tax (see
Notes 10 and 11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,950
    
    
    
    
    
    
    
    
    
    
    
    1,950Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130,683Adjustment related to initial
application of SFAS No. 158 
pension liability, net of tax
(see Notes 10 and 11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,599
    )
    
    
    
    
    
    
    
    
    
    
    (7,599
    )Adjustment related to initial
application of SFAS No. 158 
postretirement liability, net
of tax (see Notes 10 and 11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,569
    )
    
    
    
    
    
    
    
    
    
    
    (15,569
    )Stock options exercised
    
    
    109,936
    
    
    
    1
    
    
    
    2,088
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,089Restricted stock awards
    
    
    3,542
    
    
    
    
    
    
    
    221
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221Forfeiture of restricted stock
awards
    
    
    (2,167
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unvested restricted stock
    
    
    
    
    
    
    
    
    
    
    (125
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (125
    )Stock-based compensation
recognized
    
    
    
    
    
    
    
    
    
    
    2,034
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,034Excess tax benefit from
stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,831
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,831Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,895
    )
    
    
    
    
    
    
    (1,895
    )Balance, December 31, 2006
    
    
    12,681,511
    
    
    
    127
    
    
    
    99,981
    
    
    
    
    
    
    
    
    
    
    
    (26,774
    )
    
    
    130,535
    
    
    
    
    
    
    
    203,869Net income (as restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,459
    
    
    
    
    
    
    
    27,459Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,868
    
    
    
    
    
    
    
    
    
    
    
    6,868Postretirement liability
activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,049
    
    
    
    
    
    
    
    
    
    
    
    10,049Comprehensive income (as
restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,376Adjustment for adoption of
FIN No. 48 (see Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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 (as restated)
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    99,270
    
    
    
    (918,257
    )
    
    $
    (43,597
    )
    
    $
    (9,857
    )
    
    $
    153,120
    
    
    
    
    
    
    $
    199,063Net income (as restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,420
    
    
    
    
    
    
    
    11,420Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,503
    )
    
    
    
    
    
    
    
    
    
    
    (7,503
    )Postretirement liability
activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    889
    
    
    
    
    
    
    
    
    
    
    
    889Comprehensive (loss) income
(as restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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 (as restated)
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    98,253
    
    
    
    (821,182
    )
    
    $
    (38,871
    )
    

    $
    (16,471
    )
    
    $
    161,687
    
    
    $
    101
    
    
    $
    204,826
 See notes to the consolidated financial statements.
 47




---



##### Table of Contents



FreightCar America, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2008
    
    
    2007(as restated)
    
    
    (as restated)
    
    
2006Cash flows from operating activitiesNet income
    
    $
    11,420
    
    
    $
    27,459
    
    
    $
    128,733Adjustments to reconcile net income to net cash flows (used in) provided by
operating activitiesPlant closure
    
    
    20,037
    
    
    
    30,836
    
    
    
    Depreciation and amortization
    
    
    4,380
    
    
    
    3,910
    
    
    
    5,442Other non-cash items, net
    
    
    589
    
    
    
    2,160
    
    
    
    259Deferred income taxes
    
    
    (516
    )
    
    
    (11,895
    )
    
    
    2,568Compensation expense under stock option and restricted share award
agreements
    
    
    2,852
    
    
    
    2,804
    
    
    
    2,130Changes in operating assets and liabilities:Accounts receivable
    
    
    (60,052
    )
    
    
    (1,699
    )
    
    
    (7,515
    )Inventories
    
    
    17,522
    
    
    
    56,093
    
    
    
    (31,554
    )Leased railcars held for sale
    
    
    (11,490
    )
    
    
    
    
    
    
    Other current assets
    
    
    2,346
    
    
    
    (312
    )
    
    
    (1,012
    )Accounts payable
    
    
    10,148
    
    
    
    (65,498
    )
    
    
    42,448Accrued payroll and employee benefits
    
    
    (4,475
    )
    
    
    (2,004
    )
    
    
    3,414Income taxes receivable/payable
    
    
    (4,936
    )
    
    
    (11,391
    )
    
    
    5,581Accrued warranty
    
    
    925
    
    
    
    (1,500
    )
    
    
    4,173Customer deposits and other current liabilities
    
    
    (11,871
    )
    
    
    11,448
    
    
    
    11,614Deferred revenue, non-current
    
    
    1,800
    
    
    
    
    
    
    
    Accrued pension costs and accrued postretirement benefits
    
    
    (1,744
    )
    
    
    987
    
    
    
    (12,125
    )Net cash flows (used in) provided by operating activities
    
    
    (23,065
    )
    
    
    41,398
    
    
    
    154,156Cash flows from investing activitiesPurchases of property, plant and equipment
    
    
    (6,991
    )
    
    
    (6,073
    )
    
    
    (6,903
    )Cost of railcars on operating leases produced or acquired
    
    
    (35,201
    )
    
    
    
    
    
    
    Proceeds from sale of property, plant and equipment
    
    
    18
    
    
    
    11
    
    
    
    1,082Net cash flows (used in) provided by investing activities
    
    
    (42,174
    )
    
    
    (6,062
    )
    
    
    (5,821
    )Cash flows from financing activitiesPayments on long-term debt
    
    
    (65
    )
    
    
    (60
    )
    
    
    (71
    )Deferred financing costs paid
    
    
    (838
    )
    
    
    (211
    )
    
    
    Stock repurchases
    
    
    
    
    
    
    (50,000
    )
    
    
    Issuance of common stock (net of issuance costs and deferred offering costs)
    
    
    1,045
    
    
    
    2,089
    
    
    
    2,089Investment in noncontrolling interest by joint venture partner
    
    
    101
    
    
    
    
    
    
    
    Excess tax benefit from stock-based compensation
    
    
    
    
    
    
    800
    
    
    
    1,831Cash dividends paid to stockholders
    
    
    (2,854
    )
    
    
    (2,938
    )
    
    
    (1,895
    )Net cash flows (used in) provided by financing activities
    
    
    (2,611
    )
    
    
    (50,320
    )
    
    
    1,954Net (decrease) increase in cash and cash equivalents
    
    
    (67,850
    )
    
    
    (14,984
    )
    
    
    150,289Cash and cash equivalents at beginning of year
    
    
    197,042
    
    
    
    212,026
    
    
    
    61,737Cash and cash equivalents at end of year
    
    $
    129,192
    
    
    $
    197,042
    
    
    $
    212,026Supplemental cash flow informationCash paid for:Interest
    
    $
    311
    
    
    $
    515
    
    
    $
    360Income tax refunds received
    
    $
    1,737
    
    
    $
    70
    
    
    $
    Income taxes paid
    
    $
    9,740
    
    
    $
    37,147
    
    
    $
    65,581Non-cash transactions:Increase (decrease) in balance of property, plant and equipment on account
    
    $
    235
    
    
    $
    (771
    )
    
    $
    1,076
 See notes to the consolidated financial statements.
 48




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##### Table of Contents



FreightCar America, Inc. and Subsidiaries
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2008, 2007 and 2006
 Note 1  Description of the Business
  Note 2  Summary of Significant Accounting Policies
 Principles of Consolidation
  Use of Estimates
  Cash Equivalents
   Inventories
  Property, Plant and Equipment
  49




---



##### Table of Contents



Description of Assets
    
    LifeBuildings and improvements
    
    10-40 yearsMachinery and equipment
    
    3-12 years
  Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived Assets
  Research and Development
  Goodwill and Intangible Assets
 Goodwill and Other
Intangible Assets
  50




---



##### Table of Contents



Income Taxes
 Accounting for Income Taxes,
   Product Warranties
  Revenue Recognition
 Accounting for Non-Monetary Transactions, Interpretations of APB No. 29,
     51




---



##### Table of Contents



Accounting for Shipping and Handling Fees and Costs
 Financial Instruments
  Comprehensive Income (Loss)
  Earnings Per Share
  Stock-Based Compensation
 Share-Based Payment,
 Recent Accounting Pronouncements
 Accounting for
Uncertainty in Income Taxes  An Interpretation of FASB Standard No. 109
 Fair Value Measurements
 52




---



##### Table of Contents



Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans  An amendment of FASB Statements No. 87, 88, 106 and 132(R)
 The Fair Value Option for Financial Assets and
Financial Liabilities.
 Business Combinations,
 Noncontrolling
Interests in Consolidated Financial Statements: An amendment of ARB No. 51
 Note 3  Plant Closure Charges
   53




---



##### Table of Contents



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
    
    
    11
    
    
    
    2,204Other related costs
    
    
    1,048
    
    
    
    Impairment charge for plant building and land
    
    
    
    
    
    
    950Total plant closure charges
    
    $
    20,037
    
    
    $
    30,836
 Note 4  Inventories
  December 31,2008
    
    
    2007Work in progress
    
    $
    23,618
    
    
    $
    46,870Finished new railcars
    
    
    5,513
    
    
    
    1,757Used railcars acquired upon trade-in
    
    
    1,965
    
    
    
    Total inventories
    
    $
    31,096
    
    
    $
    48,627
 54




---



##### Table of Contents



Note 5  Leased Railcars
       Year ending December 31, 2009
    
    $
    3,610Year ending December 31, 2010
    
    
    3,299Year ending December 31, 2011
    
    
    2,303$
    9,212
 55




---



##### Table of Contents



Note 6  Property, Plant and Equipment
  December 31,2008
    
    
    2007Land
    
    $
    701
    
    
    $
    701Buildings and improvements
    
    
    20,918
    
    
    
    20,559Machinery and equipment
    
    
    42,352
    
    
    
    40,228Cost of buildings, improvements, machinery and equipment
    
    
    63,270
    
    
    
    60,787Less: Accumulated depreciation and amortization
    
    
    (38,996
    )
    
    
    (35,697
    )Buildings, improvements, machinery and equipment net of
accumulated depreciation and amortization
    
    
    24,274
    
    
    
    25,090Construction in process
    
    
    5,607
    
    
    
    1,130Total property, plant and equipment
    
    $
    30,582
    
    
    $
    26,921
   Note 7  Intangible Assets
  December 31,2008
    
    
    2007Patents
    
    $
    13,097
    
    
    $
    13,097Accumulated amortization
    
    
    (8,604
    )
    
    
    (8,014
    )Patents, net of accumulated amortization
    
    $
    4,493
    
    
    $
    5,083
  56




---



##### Table of Contents



Note 8  Product Warranties
  December 31,2008
    
    
    2007
    
    
    2006Balance at the beginning of the year
    
    $
    10,551
    
    
    $
    12,051
    
    
    $
    7,878Warranties issued during the year
    
    
    4,621
    
    
    
    3,353
    
    
    
    6,056Reductions for payments, costs of repairs and other
    
    
    (3,696
    )
    
    
    (4,853
    )
    
    
    (1,883
    )Balance at the end of the year
    
    $
    11,476
    
    
    $
    10,551
    
    
    $
    12,051
 Note 9  Revolving Credit Facilities
    JAIX Revolving Credit Facility
  57




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##### Table of Contents



Note 10  Accumulated Other Comprehensive Income (Loss)
  Pre-Tax
    
    
    Tax
    
    
    After-TaxYear ended December 31, 2006Additional minimum pension liability
    
    $
    3,168
    
    
    $
    (1,218
    )
    
    $
    1,950Adjustment related to initial
application of SFAS No. 158 
pension liability (See Note 11)
    
    
    (12,049
    )
    
    
    4,450
    
    
    
    (7,599
    )Adjustment related to initial
application of SFAS No. 158 
postretirement liability (See Note
11)
    
    
    (24,685
    )
    
    
    9,116
    
    
    
    (15,569
    )$
    (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
    )
 58




---



##### Table of Contents



December 31,2008
    
    
    2007Unrecognized pension cost, net of tax of $7,162 and $2,524
    
    $
    11,840
    
    
    $
    4,337Unrecognized postretirement cost, net of tax of $2,801 and $3,211
    
    
    4,631
    
    
    
    5,520$
    16,471
    
    
    $
    9,857
 Note 11  Employee Benefit Plans
     Decrease in prepaid pension benefit cost
    
    $
    (266
    )Decrease in intangible asset
    
    
    (6,099
    )Increase in accrued pension benefits
    
    
    (5,684
    )Increase in accrued postretirement benefits
    
    
    (24,685
    )Increase in accumulated other comprehensive loss, pretax
    
    
    (36,734
    )Increase in deferred tax assets
    
    
    13,566Increase in accumulated other comprehensive loss, net of tax
    
    $
    (23,168
    )
  59




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##### Table of Contents



PostretirementPension Benefits
    
    
    Benefits2008
    
    
    2007
    
    
    2008
    
    
    2007Change in benefit obligationBenefit obligationBeginning of year
    
    $
    55,393
    
    
    $
    49,065
    
    
    $
    53,078
    
    
    $
    52,936Service cost
    
    
    1,128
    
    
    
    2,229
    
    
    
    69
    
    
    
    683Interest cost
    
    
    3,370
    
    
    
    2,771
    
    
    
    3,231
    
    
    
    2,946Plan curtailment
    
    
    
    
    
    
    (54
    )
    
    
    
    
    
    
    40Actuarial loss (gain)
    
    
    (6,884
    )
    
    
    (4,930
    )
    
    
    (913
    )
    
    
    (3,719
    )Special termination benefit loss
    
    
    10,111
    
    
    
    8,952
    
    
    
    8,866
    
    
    
    3,028Benefits paid
    
    
    (3,430
    )
    
    
    (2,640
    )
    
    
    (3,674
    )
    
    
    (2,836
    )Benefit obligationEnd of year
    
    
    59,688
    
    
    
    55,393
    
    
    
    60,657
    
    
    
    53,078Change in plan assetsPlan assetsBeginning of year
    
    
    44,973
    
    
    
    39,489
    
    
    
    
    
    
    
    Actual return on plan assets
    
    
    (15,294
    )
    
    
    2,750
    
    
    
    
    
    
    
    Employer contributions
    
    
    6,750
    
    
    
    5,373
    
    
    
    3,674
    
    
    
    2,836Benefits paid
    
    
    (3,430
    )
    
    
    (2,639
    )
    
    
    (3,674
    )
    
    
    (2,836
    )Plan assets at fair valueEnd of year
    
    
    32,999
    
    
    
    44,973
    
    
    
    
    
    
    
    Funded status of plansEnd of year
    
    $
    (26,689
    )
    
    $
    (10,420
    )
    
    $
    (60,657
    )
    
    $
    (53,078
    )
 PostretirementPension Benefits
    
    
    Benefits2008
    
    
    2007
    
    
    2008
    
    
    2007Amounts recognized in the
Consolidated Balance SheetsNoncurrent assets
    
    $
    75
    
    
    $
    265
    
    
    $
    
    
    
    $
    Current liabilities
    
    
    
    
    
    
    
    
    
    
    (5,364
    )
    
    
    (5,188
    )Noncurrent liabilities
    
    
    (26,764
    )
    
    
    (10,685
    )
    
    
    (55,293
    )
    
    
    (47,890
    )Net amount recognized at December 31
    
    $
    (26,689
    )
    
    $
    (10,420
    )
    
    $
    (60,657
    )
    
    $
    (53,078
    )
   PostretirementPension Benefits
    
    
    Benefits2008
    
    
    2007
    
    
    2008
    
    
    2007Net actuarial loss
    
    $
    18,113
    
    
    $
    5,972
    
    
    $
    6,067
    
    
    $
    7,142Prior service cost
    
    
    889
    
    
    
    889
    
    
    
    1,365
    
    
    
    1,589$
    19,002
    
    
    $
    6,861
    
    
    $
    7,432
    
    
    $
    8,731
  60




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##### Table of Contents



Pension Benefits
    
    
    Postretirement Benefits2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006Components of net periodic benefit costService cost
    
    $
    1,128
    
    
    $
    2,229
    
    
    $
    2,386
    
    
    $
    69
    
    
    $
    683
    
    
    $
    683Interest cost
    
    
    3,370
    
    
    
    2,771
    
    
    
    2,511
    
    
    
    3,231
    
    
    
    2,946
    
    
    
    2,843Expected return on plan assets
    
    
    (3,758
    )
    
    
    (3,508
    )
    
    
    (2,161
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of unrecognized prior service cost
    
    
    
    
    
    
    712
    
    
    
    712
    
    
    
    224
    
    
    
    1,725
    
    
    
    1,648Amortization of unrecognized net loss
    
    
    27
    
    
    
    441
    
    
    
    558
    
    
    
    162
    
    
    
    374
    
    
    
    400Curtailment recognition
    
    
    
    
    
    
    5,526
    
    
    
    
    
    
    
    
    
    
    
    10,176
    
    
    
    Contractual benefit charge
    
    
    10,112
    
    
    
    8,952
    
    
    
    
    
    
    
    8,866
    
    
    
    3,028
    
    
    
    Total net periodic benefit cost
    
    $
    10,879
    
    
    $
    17,123
    
    
    $
    4,006
    
    
    $
    12,552
    
    
    $
    18,932
    
    
    $
    5,574
  2008
    
    
    2007Pension
    
    
    Postretirement
    
    
    Pension
    
    
    PostretirementBenefits
    
    
    Benefits
    
    
    Benefits
    
    
    BenefitsNet actuarial gain
    
    $
    12,168
    
    
    $
    (913
    )
    
    $
    (4,173
    )
    
    $
    (3,718
    )Amortization of net actuarial gain
    
    
    (27
    )
    
    
    (162
    )
    
    
    (441
    )
    
    
    (374
    )Amortization of prior service cost
    
    
    
    
    
    
    (224
    )
    
    
    (712
    )
    
    
    (1,725
    )Curtailment  prior service cost
    
    
    
    
    
    
    
    
    
    
    (5,457
    )
    
    
    (10,137
    )Curtailment  net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (122
    )
    
    
    Total recognized in accumulated
other comprehensive loss (gain)
    
    $
    12,141
    
    
    $
    (1,299
    )
    
    $
    (10,905
    )
    
    $
    (15,954
    )
  Pension
    
    PostretirementBenefits
    
    Benefits2009
    
    $
    5,427
    
    
    $
    5,4002010
    
    
    5,720
    
    
    
    5,3002011
    
    
    5,519
    
    
    
    5,3002012
    
    
    5,419
    
    
    
    5,1002013
    
    
    5,019
    
    
    
    5,000
   61




---



##### Table of Contents



PostretirementPension Benefits
    
    Benefits2008
    
    2007
    
    2008
    
    2007Discount rate
    
    
    6.85
    %
    
    
    6.40
    %
    
    
    6.85
    %
    
    
    6.40
    %Rate of compensation increase
    
    
    3.00
    %
    
    
    3.00%-4.00
    %
  Pension Benefits
    
    
    
    
    
    Postretirement Benefits2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006Discount rate
    
    
    6.40
    %
    
    
    5.90
    %
    
    
    5.75
    %
    
    
    6.40
    %
    
    
    5.90
    %
    
    
    5.75
    %Expected return on
plan assets
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    
    
    
    
    
    
    
    
    Rate of
compensation
increase
    
    
    3.00%-4.00
    %
    
    
    3.00%-4.00
    %
    
    
    3.00%-4.00
    %
    
    
    
    
    
    
    
    
    
    
    
  2008
    
    2007
    
    2006Health care cost trend rate assigned for next year
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    10.00
    %Rate to which cost trend is assumed to decline
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    5.50
    %Year the rate reaches the ultimate trend rate
    
    
    2015
    
    
    
    2014
    
    
    
    2014
   Plan Assets at
    
    TargetDecember 31,
    
    Allocation2008
    
    2007
    
    2009Asset CategoryEquity securities
    
    
    56
    %
    
    
    72
    %
    
    
    70
    %Debt securities
    
    
    44
    %
    
    
    28
    %
    
    
    30
    %100
    %
    
    
    100
    %
    
    
    100
    %
   62




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##### Table of Contents



Note 12  Income Taxes
  Year Ended December 31,2008
    
    
    2007
    
    
    2006Current taxesFederal
    
    $
    3,234
    
    
    $
    22,244
    
    
    $
    62,433State
    
    
    2,046
    
    
    
    4,848
    
    
    
    10,5295,280
    
    
    
    27,092
    
    
    
    72,962Deferred taxesFederal
    
    
    1,823
    
    
    
    (10,363
    )
    
    
    1,935State
    
    
    (992
    )
    
    
    (1,533
    )
    
    
    633831
    
    
    
    (11,896
    )
    
    
    2,568Interest and penalties expense, gross of related tax effects
    
    
    658
    
    
    
    193
    
    
    
    Total
    
    $
    6,769
    
    
    $
    15,389
    
    
    $
    75,530
  Year Ended December 31,2008
    
    2007
    
    2006Statutory U.S. federal income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes, net of federal tax benefit
    
    
    (2.8
    )%
    
    
    1.9
    %
    
    
    4.2
    %Valuation allowance
    
    
    7.7
    %
    
    
    2.8
    %
    
    
    (0.7
    )%Goodwill amortization for tax reporting purposes
    
    
    (3.3
    )%
    
    
    (1.4
    )%
    
    
    (0.3
    )%Manufacturing deduction
    
    
    (0.4
    )%
    
    
    (3.4
    )%
    
    
    (1.0
    )%Nondeductible expenses
    
    
    0.3
    %
    
    
    
    
    
    
    Other
    
    
    0.7
    %
    
    
    1.0
    %
    
    
    (0.2
    )%Effective income tax rate
    
    
    37.2
    %
    
    
    35.9
    %
    
    
    37.0
    %
  63




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##### Table of Contents



December 31, 2008
    
    
    December 31, 2007Description
    
    Assets
    
    
    Liabilities
    
    
    Assets
    
    
    LiabilitiesAccrued post-retirement and pension benefits-long term
    
    $
    33,909
    
    
    $
    
    
    
    $
    22,338
    
    
    $
    Intangible assets
    
    
    533
    
    
    
    
    
    
    
    1,137
    
    
    
    Accrued workers compensation costs
    
    
    1,137
    
    
    
    
    
    
    
    1,083
    
    
    
    Accrued warranty costs
    
    
    5,302
    
    
    
    
    
    
    
    5,003
    
    
    
    Accrued bonuses
    
    
    130
    
    
    
    
    
    
    
    57
    
    
    
    Accrued vacation
    
    
    811
    
    
    
    
    
    
    
    915
    
    
    
    Accrued contingencies
    
    
    4,580
    
    
    
    
    
    
    
    2,784
    
    
    
    Accrued severance
    
    
    999
    
    
    
    
    
    
    
    787
    
    
    
    Inventory valuation
    
    
    1,667
    
    
    
    
    
    
    
    1,621
    
    
    
    Property, plant and equipment and railcars on
operating leases
    
    
    
    
    
    
    (8,249
    )
    
    
    
    
    
    
    (984
    )State net operating loss carryforwards
    
    
    2,595
    
    
    
    
    
    
    
    1,875
    
    
    
    Stock compensation expense
    
    
    961
    
    
    
    
    
    
    
    920
    
    
    
    Other
    
    
    1,944
    
    
    
    
    
    
    
    588
    
    
    
    54,568
    
    
    
    (8,249
    )
    
    
    39,108
    
    
    
    (984
    )Valuation allowance
    
    
    (7,037
    )
    
    
    
    
    
    
    (3,585
    )
    
    
    Deferred tax assets (liabilities)
    
    $
    47,531
    
    
    $
    (8,249
    )
    
    $
    35,523
    
    
    $
    (984
    )Increase (decrease) in valuation allowance
    
    $
    3,452
    
    
    
    
    
    
    $
    664
   2008
    
    2007Beginning of year balance
    
    $
    2,821
    
    
    $
    2,638Increases in prior period tax positions
    
    
    163
    
    
    
    Decreases in prior period tax positions
    
    
    
    
    
    
    (80
    )Increases in current period tax positions
    
    
    1,368
    
    
    
    263Settlements
    
    
    
    
    
    
    End of year balance
    
    $
    4,352
    
    
    $
    2,821
 64




---



##### Table of Contents



Earliest YearOpen ToJurisdiction
    
    ExaminationU.S. Federal
    
    
    2003States:Pennsylvania
    
    
    2003Virginia
    
    
    2005Illinois
    
    
    2003
 Note 13  Stock-Based Compensation
 Share-Based Payment,
 Accounting for Stock Issued to Employees
  65




---



##### Table of Contents



Stock Option Activity
  December 31,2008
    
    2007Weighted-
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    ExerciseOptions
    
    Price
    
    Options
    
    PriceOutstanding
    
    (per share)
    
    Outstanding
    
    (per share)Outstanding at the beginning of the year
    
    
    64,968
    
    
    $
    23.76
    
    
    
    229,872
    
    
    $
    20.34Granted
    
    
    190,100
    
    
    
    30.47
    
    
    
    Exercised
    
    
    (54,968
    )
    
    
    19.00
    
    
    
    (109,936
    )
    
    
    19.00Forfeited or expired
    
    
    (40,860
    )
    
    
    30.47
    
    
    
    (54,968
    )
    
    
    19.00Outstanding at the end of the
year
    
    
    159,240
    
    
    $
    31.69
    
    
    
    64,968
    
    
    $
    23.76Exercisable at the end of the year
    
    
    10,000
    
    
    $
    49.90
    
    
    
    6,666
    
    
    $
    49.90
 66




---



##### Table of Contents



Weighted-Average
    
    Weighted-Remaining
    
    AverageContractual
    
    Exercise
    
    AggregateOptions
    
    Term
    
    Price
    
    IntrinsicOutstanding
    
    (in years)
    
    (per share)
    
    ValueOptions outstanding
    
    
    159,240
    
    
    
    8.9
    
    
    $
    31.69
    
    
    $
    Vested or expected to vest
    
    
    159,240
    
    
    
    8.9
    
    
    $
    31.69
    
    
    $
    Options exercisable
    
    
    10,000
    
    
    
    6.9
    
    
    $
    49.90
    
    
    
    
  Nonvested Stock Activity
  December 31,2008
    
    2007Weighted-
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    AverageGrant Date
    
    
    
    
    
    Grant DateFair Value
    
    
    
    
    
    Fair ValueShares
    
    (per share)
    
    Shares
    
    (per share)Nonvested at the beginning of the
year
    
    
    82,853
    
    
    $
    53.38
    
    
    
    25,021
    
    
    $
    51.53Granted
    
    
    48,547
    
    
    
    31.47
    
    
    
    72,940
    
    
    
    53.85Vested
    
    
    (46,186
    )
    
    
    52.51
    
    
    
    (12,442
    )
    
    
    53.18Forfeited or expired
    
    
    (6,440
    )
    
    
    30.47
    
    
    
    (2,666
    )
    
    
    49.90Nonvested at the end of the year
    
    
    78,774
    
    
    $
    42.25
    
    
    
    82,853
    
    
    $
    53.38Expected to vest
    
    
    78,774
    
    
    $
    42.25
    
    
    
    82,853
    
    
    $
    53.38
  Note 14  Risks and Contingencies
  67




---



##### Table of Contents



Accounting for Contingencies
 68




---



##### Table of Contents



Note 15  Other Commitments
   2009
    
    $
    2,0672010
    
    
    2,3082011
    
    
    2,3362012
    
    
    2,3722013
    
    
    2,315Thereafter
    
    
    3,452$
    14,850
       Note 16  Earnings Per Share
  69




---



##### Table of Contents



Year Ended December 31,2008
    
    2007
    
    2006Weighted
average common
shares outstanding
    
    
    11,788,400
    
    
    
    12,115,712
    
    
    
    12,586,889Dilutive effect of
employee stock
options and
restricted share
awards
    
    
    44,732
    
    
    
    73,189
    
    
    
    198,126Weighted
average diluted
common shares
outstanding
    
    
    11,833,132
    
    
    
    12,188,901
    
    
    
    12,785,015
  Note 17  Operating Segment and Concentration of Sales
  Year ended December 31,2008
    
    
    2007
    
    
    2006New railcar sales
    
    $
    712,432
    
    
    $
    800,542
    
    
    $
    1,435,391Used railcar sales
    
    
    14,368
    
    
    
    5,928
    
    
    
    Leasing revenues
    
    
    2,955
    
    
    
    39
    
    
    
    222Other sales
    
    
    16,635
    
    
    
    10,516
    
    
    
    9,187$
    746,390
    
    
    $
    817,025
    
    
    $
    1,444,800
  Note 18  Labor Agreements
    70




---



##### Table of Contents



Note 19  Related Party Transactions
  Note 20  Restatement of Consolidated Financial Statements
     71




---



##### Table of Contents



CONSOLIDATED BALANCE SHEETS
 December 31, 2008
    
    
    December 31, 2007As Previously
    
    
    Effect of
    
    
    
    
    
    
    As Previously
    
    
    Effect ofReported
    
    
    Restatement
    
    
    Restated
    
    
    Reported
    
    
    Restatement
    
    
    RestatedAssetsCurrent assetsCash and cash equivalents
    
    $
    129,192
    
    
    $
    
    
    
    $
    129,192
    
    
    $
    197,042
    
    
    $
    
    
    
    $
    197,042Accounts receivable, net of allowance for
doubtful accounts of $330 and $223,
respectively
    
    
    73,120
    
    
    
    
    
    
    
    73,120
    
    
    
    13,068
    
    
    
    
    
    
    
    13,068Inventories
    
    
    31,644
    
    
    
    (548
    )
    
    
    31,096
    
    
    
    49,845
    
    
    
    (1,218
    )
    
    
    48,627Leased assets held for sale
    
    
    11,703
    
    
    
    (213
    )
    
    
    11,490
    
    
    
    
    
    
    
    
    
    
    
    Other current assets
    
    
    11,088
    
    
    
    (4,299
    )
    
    
    6,789
    
    
    
    7,223
    
    
    
    (531
    )
    
    
    6,692Deferred income taxes
    
    
    16,636
    
    
    
    (633
    )
    
    
    16,003
    
    
    
    13,520
    
    
    
    (16
    )
    
    
    13,504Total current assets
    
    
    273,383
    
    
    
    (5,693
    )
    
    
    267,690
    
    
    
    280,698
    
    
    
    (1,765
    )
    
    
    278,933Property, plant and equipment, net
    
    
    30,582
    
    
    
    
    
    
    
    30,582
    
    
    
    26,921
    
    
    
    
    
    
    
    26,921Railcars on operating leases
    
    
    34,971
    
    
    
    (236
    )
    
    
    34,735
    
    
    
    
    
    
    
    
    
    
    
    Goodwill
    
    
    21,521
    
    
    
    
    
    
    
    21,521
    
    
    
    21,521
    
    
    
    
    
    
    
    21,521Deferred income taxes
    
    
    23,213
    
    
    
    68
    
    
    
    23,281
    
    
    
    21,035
    
    
    
    
    
    
    
    21,035Other long-term assets
    
    
    5,484
    
    
    
    
    
    
    
    5,484
    
    
    
    5,709
    
    
    
    
    
    
    
    5,709Total assets
    
    $
    389,154
    
    
    $
    (5,861
    )
    
    $
    383,293
    
    
    $
    355,884
    
    
    $
    (1,765
    )
    
    $
    354,119Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    60,986
    
    
    $
    (13,658
    )
    
    $
    47,328
    
    
    $
    39,525
    
    
    $
    (2,756
    )
    
    $
    36,769Accrued payroll and employee benefits
    
    
    9,530
    
    
    
    
    
    
    
    9,530
    
    
    
    13,320
    
    
    
    
    
    
    
    13,320Accrued postretirement benefits
    
    
    5,364
    
    
    
    
    
    
    
    5,364
    
    
    
    5,188
    
    
    
    
    
    
    
    5,188Accrued warranty
    
    
    11,476
    
    
    
    
    
    
    
    11,476
    
    
    
    10,551
    
    
    
    
    
    
    
    10,551Customer deposits
    
    
    7,367
    
    
    
    
    
    
    
    7,367
    
    
    
    19,836
    
    
    
    
    
    
    
    19,836Other current liabilities
    
    
    7,939
    
    
    
    
    
    
    
    7,939
    
    
    
    7,100
    
    
    
    
    
    
    
    7,100Total current liabilities
    
    
    102,662
    
    
    
    (13,658
    )
    
    
    89,004
    
    
    
    95,520
    
    
    
    (2,756
    )
    
    
    92,764Accrued pension costs
    
    
    26,763
    
    
    
    
    
    
    
    26,763
    
    
    
    10,685
    
    
    
    
    
    
    
    10,685Accrued postretirement benefits, less current portion
    
    
    55,293
    
    
    
    
    
    
    
    55,293
    
    
    
    47,890
    
    
    
    
    
    
    
    47,890Other long-term liabilities
    
    
    7,407
    
    
    
    
    
    
    
    7,407
    
    
    
    3,717
    
    
    
    
    
    
    
    3,717Total liabilities
    
    
    192,125
    
    
    
    (13,658
    )
    
    
    178,467
    
    
    
    157,812
    
    
    
    (2,756
    )
    
    
    155,056Commitments and contingenciesStockholders 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, 2008 and 2007)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock, $0.01 par value, 50,000,000
shares authorized, 12,731,678 and 12,731,678
shares issued at December 31, 2008 and 2007,
respectively
    
    
    127
    
    
    
    
    
    
    
    127
    
    
    
    127
    
    
    
    
    
    
    
    127Additional paid in capital
    
    
    98,253
    
    
    
    
    
    
    
    98,253
    
    
    
    99,270
    
    
    
    
    
    
    
    99,270Treasury stock, at cost, 821,182 and 918,257
shares at December 31, 2008 and 2007,
respectively
    
    
    (38,871
    )
    
    
    
    
    
    
    (38,871
    )
    
    
    (43,597
    )
    
    
    
    
    
    
    (43,597
    )Accumulated other comprehensive loss
    
    
    (16,471
    )
    
    
    
    
    
    
    (16,471
    )
    
    
    (9,857
    )
    
    
    
    
    
    
    (9,857
    )Retained earnings
    
    
    153,890
    
    
    
    7,797
    
    
    
    161,687
    
    
    
    152,129
    
    
    
    991
    
    
    
    153,120Total FreightCar America stockholders equity
    
    
    196,928
    
    
    
    7,797
    
    
    
    204,725
    
    
    
    198,072
    
    
    
    991
    
    
    
    199,063Noncontrolling interest in India JV
    
    
    101
    
    
    
    
    
    
    
    101
    
    
    
    
    
    
    
    
    
    
    
    Total stockholders equity
    
    
    197,029
    
    
    
    7,797
    
    
    
    204,826
    
    
    
    198,072
    
    
    
    991
    
    
    
    199,063Total liabilities and stockholders equity
    
    $
    389,154
    
    
    $
    (5,861
    )
    
    $
    383,293
    
    
    $
    355,884
    
    
    $
    (1,765
    )
    
    $
    354,119
 72




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF INCOME
 Year Ended December 31,2008
    
    
    2007As Previously
    
    
    Effect of
    
    
    
    
    
    
    As Previously
    
    
    Effect ofReported
    
    
    Restatement
    
    
    Restated
    
    
    Reported
    
    
    Restatement
    
    
    RestatedRevenues
    
    $
    746,390
    
    
    $
    
    
    
    $
    746,390
    
    
    $
    817,025
    
    
    $
    
    
    
    $
    817,025Cost of sales
    
    
    690,721
    
    
    
    (11,124
    )
    
    
    679,597
    
    
    
    713,661
    
    
    
    (1,537
    )
    
    
    712,124Gross profit
    
    
    55,669
    
    
    
    11,124
    
    
    
    66,793
    
    
    
    103,364
    
    
    
    1,537
    
    
    
    104,901Selling, general and administrative expense
(including non-cash stock-based compensation expense
of $2,852 and $2,804, respectively)
    
    
    31,717
    
    
    
    
    
    
    
    31,717
    
    
    
    38,914
    
    
    
    
    
    
    
    38,914Plant closure charges
    
    
    20,037
    
    
    
    
    
    
    
    20,037
    
    
    
    30,836
    
    
    
    
    
    
    
    30,836Operating income
    
    
    3,915
    
    
    
    11,124
    
    
    
    15,039
    
    
    
    33,614
    
    
    
    1,537
    
    
    
    35,151Interest income
    
    
    3,827
    
    
    
    
    
    
    
    3,827
    
    
    
    8,349
    
    
    
    
    
    
    
    8,349Interest expense
    
    
    396
    
    
    
    
    
    
    
    396
    
    
    
    420
    
    
    
    
    
    
    
    420Amortization and write-off of deferred financing costs
    
    
    281
    
    
    
    
    
    
    
    281
    
    
    
    232
    
    
    
    
    
    
    
    232Income before income taxes
    
    
    7,065
    
    
    
    11,124
    
    
    
    18,189
    
    
    
    41,311
    
    
    
    1,537
    
    
    
    42,848Income tax provision
    
    
    2,451
    
    
    
    4,318
    
    
    
    6,769
    
    
    
    14,843
    
    
    
    546
    
    
    
    15,389Net income
    
    
    4,614
    
    
    
    6,806
    
    
    
    11,420
    
    
    
    26,468
    
    
    
    991
    
    
    
    27,459Less: Net income attributable to noncontrolling
interest in India JV
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income attributable to FreightCar America
    
    $
    4,614
    
    
    $
    6,806
    
    
    $
    11,420
    
    
    $
    26,468
    
    
    $
    991
    
    
    $
    27,459Net income per common share attributable to
FreightCar Americabasic
    
    $
    0.39
    
    
    $
    0.58
    
    
    $
    0.97
    
    
    $
    2.18
    
    
    $
    0.08
    
    
    $
    2.27Net income per common share attributable to
FreightCar Americadiluted
    
    $
    0.39
    
    
    $
    0.58
    
    
    $
    0.97
    
    
    $
    2.17
    
    
    $
    0.08
    
    
    $
    2.25Weighted average common shares outstandingbasic
    
    
    11,788,400
    
    
    
    
    
    
    
    11,788,400
    
    
    
    12,115,712
    
    
    
    
    
    
    
    12,115,712Weighted average common shares outstandingdiluted
    
    
    11,833,132
    
    
    
    
    
    
    
    11,833,132
    
    
    
    12,188,901
    
    
    
    
    
    
    
    12,188,901Dividends declared per common share
    
    $
    0.24
    
    
    
    
    
    
    $
    0.24
    
    
    $
    0.24
    
    
    
    
    
    
    $
    0.24
 73




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##### Table of Contents



CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2008
    
    
    2007As Previously
    
    
    Effect of
    
    
    
    
    
    
    As Previously
    
    
    Effect ofReported
    
    
    Restatement
    
    
    Restated
    
    
    Reported
    
    
    Restatement
    
    
    RestatedCash flows from operating activitiesNet income
    
    $
    4,614
    
    
    $
    6,806
    
    
    $
    11,420
    
    
    $
    26,468
    
    
    $
    991
    
    
    $
    27,459Adjustments to reconcile net income to net cash flows
(used in) provided by operating activitiesPlant closure
    
    
    20,037
    
    
    
    
    
    
    
    20,037
    
    
    
    30,836
    
    
    
    
    
    
    
    30,836Depreciation and amortization
    
    
    4,380
    
    
    
    
    
    
    
    4,380
    
    
    
    3,910
    
    
    
    
    
    
    
    3,910Other non-cash items
    
    
    589
    
    
    
    
    
    
    
    589
    
    
    
    2,160
    
    
    
    
    
    
    
    2,160Deferred income taxes
    
    
    (1,065
    )
    
    
    549
    
    
    
    (516
    )
    
    
    (11,911
    )
    
    
    16
    
    
    
    (11,895
    )Compensation expense under stock option and restricted
share award agreements
    
    
    2,852
    
    
    
    
    
    
    
    2,852
    
    
    
    2,804
    
    
    
    
    
    
    
    2,804Changes in operating assets and liabilities:Accounts receivable
    
    
    (60,052
    )
    
    
    
    
    
    
    (60,052
    )
    
    
    (1,699
    )
    
    
    
    
    
    
    (1,699
    )Inventories
    
    
    18,193
    
    
    
    (671
    )
    
    
    17,522
    
    
    
    54,875
    
    
    
    1,218
    
    
    
    56,093Leased railcars held for sale
    
    
    (11,703
    )
    
    
    213
    
    
    
    (11,490
    )
    
    
    
    
    
    
    
    
    
    
    Other current assets
    
    
    2,346
    
    
    
    
    
    
    
    2,346
    
    
    
    (312
    )
    
    
    
    
    
    
    (312
    )Accounts payable
    
    
    21,050
    
    
    
    (10,902
    )
    
    
    10,148
    
    
    
    (62,742
    )
    
    
    (2,756
    )
    
    
    (65,498
    )Accrued payroll and employee benefits
    
    
    (4,475
    )
    
    
    
    
    
    
    (4,475
    )
    
    
    (2,004
    )
    
    
    
    
    
    
    (2,004
    )Income taxes receivable/payable
    
    
    (8,705
    )
    
    
    3,769
    
    
    
    (4,936
    )
    
    
    (11,922
    )
    
    
    531
    
    
    
    (11,391
    )Accrued warranty
    
    
    925
    
    
    
    
    
    
    
    925
    
    
    
    (1,500
    )
    
    
    
    
    
    
    (1,500
    )Customer deposits and other current liabilities
    
    
    (11,871
    )
    
    
    
    
    
    
    (11,871
    )
    
    
    11,448
    
    
    
    
    
    
    
    11,448Deferred revenue, non-current
    
    
    1,800
    
    
    
    
    
    
    
    1,800
    
    
    
    
    
    
    
    
    
    
    
    Accrued pension costs and accrued postretirement benefits
    
    
    (1,744
    )
    
    
    
    
    
    
    (1,744
    )
    
    
    987
    
    
    
    
    
    
    
    987Net cash flows (used in) provided by operating
activities
    
    
    (22,829
    )
    
    
    (236
    )
    
    
    (23,065
    )
    
    
    41,398
    
    
    
    
    
    
    
    41,398Cash flows from investing activitiesPurchases of property, plant and equipment
    
    
    (6,991
    )
    
    
    
    
    
    
    (6,991
    )
    
    
    (6,073
    )
    
    
    
    
    
    
    (6,073
    )Cost of railcars on operating leases produced or acquired
    
    
    (35,437
    )
    
    
    236
    
    
    
    (35,201
    )
    
    
    
    
    
    
    
    
    
    
    Proceeds from sale of property, plant and equipment
    
    
    18
    
    
    
    
    
    
    
    18
    
    
    
    11
    
    
    
    
    
    
    
    11Net cash flows (used in) provided by investing
activities
    
    
    (42,410
    )
    
    
    236
    
    
    
    (42,174
    )
    
    
    (6,062
    )
    
    
    
    
    
    
    (6,062
    )Cash flows from financing activitiesPayments on long-term debt
    
    
    (65
    )
    
    
    
    
    
    
    (65
    )
    
    
    (60
    )
    
    
    
    
    
    
    (60
    )Deferred financing costs paid
    
    
    (838
    )
    
    
    
    
    
    
    (838
    )
    
    
    (211
    )
    
    
    
    
    
    
    (211
    )Stock repurchases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50,000
    )
    
    
    
    
    
    
    (50,000
    )Issuance of common stock (net of issuance costs and deferred
offering costs)
    
    
    1,045
    
    
    
    
    
    
    
    1,045
    
    
    
    2,089
    
    
    
    
    
    
    
    2,089Investment in noncontrolling interest by joint venture partner
    
    
    101
    
    
    
    
    
    
    
    101
    
    
    
    
    
    
    
    
    
    
    
    Excess tax benefit from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    800
    
    
    
    
    
    
    
    800Cash dividends paid to stockholders
    
    
    (2,854
    )
    
    
    
    
    
    
    (2,854
    )
    
    
    (2,938
    )
    
    
    
    
    
    
    (2,938
    )Net cash flows (used in) provided by financing
activities
    
    
    (2,611
    )
    
    
    
    
    
    
    (2,611
    )
    
    
    (50,320
    )
    
    
    
    
    
    
    (50,320
    )Net (decrease) increase in cash and cash equivalents
    
    
    (67,850
    )
    
    
    
    
    
    
    (67,850
    )
    
    
    (14,984
    )
    
    
    
    
    
    
    (14,984
    )Cash and cash equivalents at beginning of year
    
    
    197,042
    
    
    
    
    
    
    
    197,042
    
    
    
    212,026
    
    
    
    
    
    
    
    212,026Cash and cash equivalents at end of year
    
    $
    129,192
    
    
    $
    
    
    
    $
    129,192
    
    
    $
    197,042
    
    
    $
    
    
    
    $
    197,042Supplemental cash flow informationCash paid for:Interest
    
    $
    311
    
    
    $
    
    
    
    $
    311
    
    
    $
    515
    
    
    $
    
    
    
    $
    515Income tax refunds received
    
    $
    1,737
    
    
    $
    
    
    
    $
    1,737
    
    
    $
    70
    
    
    $
    
    
    
    $
    70Income taxes paid
    
    $
    9,740
    
    
    $
    
    
    
    $
    9,740
    
    
    $
    37,147
    
    
    $
    
    
    
    $
    37,147Non-cash transactions:Increase (decrease) in balance of property, plant and
equipment on account
    
    $
    235
    
    
    $
    
    
    
    $
    235
    
    
    $
    (771
    )
    
    $
    
    
    
    $
    (771
    )
 74




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##### Table of Contents



Note 21  Selected Quarterly Financial Data (Unaudited)
  First Quarter
    
    Second Quarter
    
    Third Quarter
    
    Fourth Quarter(in thousands except for per share data)2008 (as restated for all quarters)Sales
    
    $
    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
    
    
    $
    1.012007 (as restated for the fourth quarter)Sales
    
    $
    322,451
    
    
    $
    195,360
    
    
    $
    162,112
    
    
    $
    137,102Gross profit
    
    
    44,133
    
    
    
    24,693
    
    
    
    19,398
    
    
    
    16,677Net income (loss) attributable to FreightCar
America(1)
    
    
    22,952
    
    
    
    11,453
    
    
    
    8,681
    
    
    
    (15,628
    )Net income (loss) per common share
attributable to FreightCar
Americabasic(1)
    
    
    1.82
    
    
    
    0.94
    
    
    
    0.73
    
    
    
    (1.33
    )Net income (loss) per common share
attributable to FreightCar
Americadiluted(1)
    
    $
    1.80
    
    
    $
    0.93
    
    
    $
    0.73
    
    
    $
    (1.33
    )
 
 (1)
    
    Results for the first quarter of 2008 and the fourth quarter of 2007 include plant
closure charges of $18.3 million and $30.8 million, respectively (See Note 3 Plant Closure
Charges for a description of these actions).  75




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##### Table of Contents



CONDENSED CONSOLIDATED BALANCE SHEETS
  March 31, 2008
    
    
    June 30, 2008As Previously
    
    
    Effect of
    
    
    
    
    
    
    As Previously
    
    
    Effect ofReported
    
    
    Restatement
    
    
    Restated
    
    
    Reported
    
    
    Restatement
    
    
    RestatedAssetsCurrent assetsCash and cash equivalents
    
    $
    161,747
    
    
    $
    
    
    
    $
    161,747
    
    
    $
    150,855
    
    
    $
    
    
    
    $
    150,855Accounts receivable, net of allowance for
doubtful accounts of $274 and $351,
respectively
    
    
    6,295
    
    
    
    
    
    
    
    6,295
    
    
    
    6,806
    
    
    
    
    
    
    
    6,806Inventories
    
    
    84,141
    
    
    
    (813
    )
    
    
    83,328
    
    
    
    95,158
    
    
    
    1,011
    
    
    
    96,169Leased assets held for sale
    
    
    7,723
    
    
    
    (11
    )
    
    
    7,712
    
    
    
    46,380
    
    
    
    (279
    )
    
    
    46,101Other current assets
    
    
    11,331
    
    
    
    (509
    )
    
    
    10,822
    
    
    
    12,744
    
    
    
    (758
    )
    
    
    11,986Deferred income taxes
    
    
    10,863
    
    
    
    (16
    )
    
    
    10,847
    
    
    
    16,390
    
    
    
    (16
    )
    
    
    16,374Total current assets
    
    
    282,100
    
    
    
    (1,349
    )
    
    
    280,751
    
    
    
    328,333
    
    
    
    (42
    )
    
    
    328,291Property, plant and equipment, net
    
    
    27,292
    
    
    
    
    
    
    
    27,292
    
    
    
    27,717
    
    
    
    
    
    
    
    27,717Railcars on operating leases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Goodwill
    
    
    21,521
    
    
    
    
    
    
    
    21,521
    
    
    
    21,521
    
    
    
    
    
    
    
    21,521Deferred income taxes
    
    
    25,838
    
    
    
    
    
    
    
    25,838
    
    
    
    26,909
    
    
    
    
    
    
    
    26,909Other long-term assets
    
    
    5,541
    
    
    
    
    
    
    
    5,541
    
    
    
    5,373
    
    
    
    
    
    
    
    5,373Total assets
    
    $
    362,292
    
    
    $
    (1,349
    )
    
    $
    360,943
    
    
    $
    409,853
    
    
    $
    (42
    )
    
    $
    409,811Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    60,851
    
    
    $
    (2,301
    )
    
    $
    58,550
    
    
    $
    106,105
    
    
    $
    (1,512
    )
    
    $
    104,593Accrued payroll and employee benefits
    
    
    19,286
    
    
    
    
    
    
    
    19,286
    
    
    
    9,363
    
    
    
    
    
    
    
    9,363Accrued postretirement benefits
    
    
    5,188
    
    
    
    
    
    
    
    5,188
    
    
    
    5,188
    
    
    
    
    
    
    
    5,188Accrued warranty
    
    
    10,173
    
    
    
    
    
    
    
    10,173
    
    
    
    10,916
    
    
    
    
    
    
    
    10,916Customer deposits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,262
    
    
    
    
    
    
    
    2,262Other current liabilities
    
    
    8,222
    
    
    
    
    
    
    
    8,222
    
    
    
    6,772
    
    
    
    
    
    
    
    6,772Total current liabilities
    
    
    103,720
    
    
    
    (2,301
    )
    
    
    101,419
    
    
    
    140,606
    
    
    
    (1,512
    )
    
    
    139,094Accrued pension costs
    
    
    15,367
    
    
    
    
    
    
    
    15,367
    
    
    
    20,881
    
    
    
    
    
    
    
    20,881Accrued postretirement benefits, less current portion
    
    
    51,941
    
    
    
    
    
    
    
    51,941
    
    
    
    56,619
    
    
    
    
    
    
    
    56,619Other long-term liabilities
    
    
    3,700
    
    
    
    
    
    
    
    3,700
    
    
    
    3,843
    
    
    
    
    
    
    
    3,843Total liabilities
    
    
    174,728
    
    
    
    (2,301
    )
    
    
    172,427
    
    
    
    221,949
    
    
    
    (1,512
    )
    
    
    220,437Stockholders 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 March 31, 2008 and June 30, 2008)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock, $0.01 par value, 50,000,000
shares authorized, 12,731,678 and 12,731,678
shares issued at March 31, 2008 and June 30,
2008, respectively
    
    
    127
    
    
    
    
    
    
    
    127
    
    
    
    127
    
    
    
    
    
    
    
    127Additional paid in capital
    
    
    98,268
    
    
    
    
    
    
    
    98,268
    
    
    
    97,527
    
    
    
    
    
    
    
    97,527Treasury stock, at cost, 876,832 and 836,729
shares at March 31, 2008 and June 30, 2008,
respectively
    
    
    (41,630
    )
    
    
    
    
    
    
    (41,630
    )
    
    
    (39,726
    )
    
    
    
    
    
    
    (39,726
    )Accumulated other comprehensive loss
    
    
    (9,691
    )
    
    
    
    
    
    
    (9,691
    )
    
    
    (9,627
    )
    
    
    
    
    
    
    (9,627
    )Retained earnings
    
    
    140,490
    
    
    
    952
    
    
    
    141,442
    
    
    
    139,603
    
    
    
    1,470
    
    
    
    141,073Total FreightCar America stockholders equity
    
    
    187,564
    
    
    
    952
    
    
    
    188,516
    
    
    
    187,904
    
    
    
    1,470
    
    
    
    189,374Noncontrolling interest in India JV
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total stockholders equity
    
    
    187,564
    
    
    
    952
    
    
    
    188,516
    
    
    
    187,904
    
    
    
    1,470
    
    
    
    189,374Total liabilities and stockholders equity
    
    $
    362,292
    
    
    $
    (1,349
    )
    
    $
    360,943
    
    
    $
    409,853
    
    
    $
    (42
    )
    
    $
    409,811
 76




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##### Table of Contents



CONDENSED CONSOLIDATED BALANCE SHEET
 September 30, 2008As Previously
    
    
    Effect ofReported
    
    
    Restatement
    
    
    RestatedAssetsCurrent assetsCash and cash equivalents
    
    $
    128,053
    
    
    $
    
    
    
    $
    128,053Accounts receivable, net of allowance for doubtful accounts of $275
    
    
    68,320
    
    
    
    
    
    
    
    68,320Inventories
    
    
    114,386
    
    
    
    817
    
    
    
    115,203Leased assets held for sale
    
    
    705
    
    
    
    
    
    
    
    705Other current assets
    
    
    11,531
    
    
    
    
    
    
    
    11,531Deferred income taxes
    
    
    13,052
    
    
    
    (16
    )
    
    
    13,036Total current assets
    
    
    336,047
    
    
    
    801
    
    
    
    336,848Property, plant and equipment, net
    
    
    30,184
    
    
    
    
    
    
    
    30,184Railcars on operating leases
    
    
    35,156
    
    
    
    (236
    )
    
    
    34,920Goodwill
    
    
    21,521
    
    
    
    
    
    
    
    21,521Deferred income taxes
    
    
    29,299
    
    
    
    
    
    
    
    29,299Other long-term assets
    
    
    5,873
    
    
    
    
    
    
    
    5,873Total assets
    
    $
    458,080
    
    
    $
    565
    
    
    $
    458,645Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    120,583
    
    
    $
    (5,833
    )
    
    $
    114,750Accrued payroll and employee benefits
    
    
    9,442
    
    
    
    
    
    
    
    9,442Accrued postretirement benefits
    
    
    5,188
    
    
    
    
    
    
    
    5,188Accrued warranty
    
    
    11,303
    
    
    
    
    
    
    
    11,303Customer deposits
    
    
    29,285
    
    
    
    
    
    
    
    29,285Other current liabilities
    
    
    12,275
    
    
    
    2,274
    
    
    
    14,549Total current liabilities
    
    
    188,076
    
    
    
    (3,559
    )
    
    
    184,517Accrued pension costs
    
    
    14,316
    
    
    
    
    
    
    
    14,316Accrued postretirement benefits, less current portion
    
    
    56,516
    
    
    
    
    
    
    
    56,516Other long-term liabilities
    
    
    3,920
    
    
    
    
    
    
    
    3,920Total liabilities
    
    
    262,828
    
    
    
    (3,559
    )
    
    
    259,269Stockholders 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 September 30, 2008)
    
    
    
    
    
    
    
    
    
    
    Common stock, $0.01 par value, 50,000,000 shares authorized,
12,731,678 shares issued at September 30, 2008
    
    
    127
    
    
    
    
    
    
    
    127Additional paid in capital
    
    
    98,216
    
    
    
    
    
    
    
    98,216Treasury stock, at cost, 838,909 shares at September 30, 2008
    
    
    (39,807
    )
    
    
    
    
    
    
    (39,807
    )Accumulated other comprehensive loss
    
    
    (9,562
    )
    
    
    
    
    
    
    (9,562
    )Retained earnings
    
    
    146,278
    
    
    
    4,124
    
    
    
    150,402Total FreightCar America stockholders equity
    
    
    195,252
    
    
    
    4,124
    
    
    
    199,376Noncontrolling interest in India JV
    
    
    
    
    
    
    
    
    
    
    Total stockholders equity
    
    
    195,252
    
    
    
    4,124
    
    
    
    199,376Total liabilities and stockholders equity
    
    $
    458,080
    
    
    $
    565
    
    
    $
    458,645
 77




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##### Table of Contents



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months EndedMarch 31, 2008
    
    
    June 30, 2008As Previously
    
    
    Effect of
    
    
    
    
    
    
    As Previously
    
    
    Effect ofReported
    
    
    Restatement
    
    
    Restated
    
    
    Reported
    
    
    Restatement
    
    
    RestatedRevenues
    
    $
    95,098
    
    
    $
    
    
    
    $
    95,098
    
    
    $
    141,335
    
    
    $
    
    
    
    $
    141,335Cost of sales
    
    
    85,815
    
    
    
    60
    
    
    
    85,875
    
    
    
    134,706
    
    
    
    (767
    )
    
    
    133,939Gross profit
    
    
    9,283
    
    
    
    (60
    )
    
    
    9,223
    
    
    
    6,629
    
    
    
    767
    
    
    
    7,396Selling, general and administrative expense
(including non-cash stock-based compensation expense
of $964 and $729, respectively)
    
    
    8,586
    
    
    
    
    
    
    
    8,586
    
    
    
    7,283
    
    
    
    
    
    
    
    7,283Plant closure charges
    
    
    18,263
    
    
    
    
    
    
    
    18,263
    
    
    
    1,602
    
    
    
    
    
    
    
    1,602Operating
(loss) income
    
    
    (17,566
    )
    
    
    (60
    )
    
    
    (17,626
    )
    
    
    (2,256
    )
    
    
    767
    
    
    
    (1,489
    )Interest income
    
    
    1,344
    
    
    
    
    
    
    
    1,344
    
    
    
    746
    
    
    
    
    
    
    
    746Interest expense
    
    
    82
    
    
    
    
    
    
    
    82
    
    
    
    76
    
    
    
    
    
    
    
    76Amortization and write-off of deferred financing costs
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    21
    
    
    
    
    
    
    
    21Operating (loss) income before income taxes
    
    
    (16,324
    )
    
    
    (60
    )
    
    
    (16,384
    )
    
    
    (1,607
    )
    
    
    767
    
    
    
    (840
    )Income tax (benefit) provision
    
    
    (6,108
    )
    
    
    (22
    )
    
    
    (6,130
    )
    
    
    (721
    )
    
    
    249
    
    
    
    (472
    )Net (loss) income
    
    
    (10,216
    )
    
    
    (38
    )
    
    
    (10,254
    )
    
    
    (886
    )
    
    
    518
    
    
    
    (368
    )Less: Net income attributable to noncontrolling
interest in India JV
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss) income attributable to FreightCar America
    
    $
    (10,216
    )
    
    $
    (38
    )
    
    $
    (10,254
    )
    
    $
    (886
    )
    
    $
    518
    
    
    $
    (368
    )Net (loss) income per common share attributable to
FreightCar Americabasic
    
    $
    (0.87
    )
    
    $
    0.00
    
    
    $
    (0.87
    )
    
    $
    (0.08
    )
    
    $
    0.04
    
    
    $
    (0.03
    )Net (loss) income per common share attributable to
FreightCar Americadiluted
    
    $
    (0.87
    )
    
    $
    0.00
    
    
    $
    (0.87
    )
    
    $
    (0.08
    )
    
    $
    0.04
    
    
    $
    (0.03
    )Weighted average common shares outstandingbasic
    
    
    11,739,799
    
    
    
    
    
    
    
    11,739,799
    
    
    
    11,780,327
    
    
    
    
    
    
    
    11,780,327Weighted average common shares outstandingdiluted
    
    
    11,739,799
    
    
    
    
    
    
    
    11,739,799
    
    
    
    11,780,327
    
    
    
    
    
    
    
    11,780,327Dividends declared per common share
    
    $
    0.12
    
    
    
    
    
    
    $
    0.12
    
    
    $
    
    
    
    
    
    
    
    $
    
 78




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##### Table of Contents



CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 Three Months EndedSeptember 30, 2008
    
    
    December 31, 2008As Previously
    
    
    Effect of
    
    
    
    
    
    
    As Previously
    
    
    Effect ofReported
    
    
    Restatement
    
    
    Restated
    
    
    Reported
    
    
    Restatement
    
    
    RestatedRevenues
    
    $
    238,008
    
    
    $
    
    
    
    $
    238,008
    
    
    $
    271,949
    
    
    $
    
    
    
    $
    271,949Cost of sales
    
    
    219,591
    
    
    
    (4,171
    )
    
    
    215,420
    
    
    
    250,609
    
    
    
    (6,247
    )
    
    
    244,362Gross profit
    
    
    18,417
    
    
    
    4,171
    
    
    
    22,588
    
    
    
    21,340
    
    
    
    6,247
    
    
    
    27,587Selling, general and administrative expense
(including non-cash stock-based compensation expense
of $608 and $551, respectively)
    
    
    7,207
    
    
    
    
    
    
    
    7,207
    
    
    
    8,641
    
    
    
    
    
    
    
    8,641Plant closure charges
    
    
    268
    
    
    
    
    
    
    
    268
    
    
    
    (96
    )
    
    
    
    
    
    
    (96
    )Operating income
    
    
    10,942
    
    
    
    4,171
    
    
    
    15,113
    
    
    
    12,795
    
    
    
    6,247
    
    
    
    19,042Interest income
    
    
    884
    
    
    
    
    
    
    
    884
    
    
    
    853
    
    
    
    
    
    
    
    853Interest expense
    
    
    81
    
    
    
    
    
    
    
    81
    
    
    
    157
    
    
    
    
    
    
    
    157Amortization and write-off of deferred financing costs
    
    
    171
    
    
    
    
    
    
    
    171
    
    
    
    69
    
    
    
    
    
    
    
    69Income before income taxes
    
    
    11,574
    
    
    
    4,171
    
    
    
    15,745
    
    
    
    13,422
    
    
    
    6,247
    
    
    
    19,669Income tax provision
    
    
    4,185
    
    
    
    1,517
    
    
    
    5,702
    
    
    
    5,095
    
    
    
    2,574
    
    
    
    7,669Net income
    
    
    7,389
    
    
    
    2,654
    
    
    
    10,043
    
    
    
    8,327
    
    
    
    3,673
    
    
    
    12,000Less: Net income attributable to noncontrolling
interest in India JV
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income attributable to FreightCar America
    
    $
    7,389
    
    
    $
    2,654
    
    
    $
    10,043
    
    
    $
    8,327
    
    
    $
    3,673
    
    
    $
    12,000Net income per common share attributable to
FreightCar Americabasic
    
    $
    0.63
    
    
    $
    0.22
    
    
    $
    0.85
    
    
    $
    0.70
    
    
    $
    0.31
    
    
    $
    1.01Net income per common share attributable to
FreightCar Americadiluted
    
    $
    0.62
    
    
    $
    0.22
    
    
    $
    0.85
    
    
    $
    0.70
    
    
    $
    0.31
    
    
    $
    1.01Weighted average common shares outstandingbasic
    
    
    11,809,024
    
    
    
    
    
    
    
    11,809.024
    
    
    
    11,823,835
    
    
    
    
    
    
    
    11,823,835Weighted average common shares outstandingdiluted
    
    
    11,841,236
    
    
    
    
    
    
    
    11,841,236
    
    
    
    11,826,598
    
    
    
    
    
    
    
    11,826,598Dividends declared per common share
    
    $
    0.06
    
    
    
    
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    
    
    
    
    $
    0.06
 79




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##### Table of Contents



CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 Three Months EndedDecember 31, 2007As Previously
    
    
    Effect ofReported
    
    
    Restatement
    
    
    RestatedRevenues
    
    $
    137,102
    
    
    $
    
    
    
    $
    137,102Cost of sales
    
    
    121,962
    
    
    
    (1,537
    )
    
    
    120,425Gross profit
    
    
    15,140
    
    
    
    1,537
    
    
    
    16,677Selling, general and administrative expense (including non-cash stock-based
compensation expense of $724)
    
    
    12,379
    
    
    
    
    
    
    
    12,379Plant closure charges
    
    
    30,836
    
    
    
    
    
    
    
    30,836Operating (loss) income
    
    
    (28,075
    )
    
    
    1,537
    
    
    
    (26,538
    )Interest income
    
    
    1,781
    
    
    
    
    
    
    
    1,781Interest expense
    
    
    68
    
    
    
    
    
    
    
    68Amortization and write-off of deferred financing costs
    
    
    22
    
    
    
    
    
    
    
    22Operating (loss) income before income taxes
    
    
    (26,384
    )
    
    
    1,537
    
    
    
    (24,847
    )Income tax (benefit) provision
    
    
    (9,766
    )
    
    
    546
    
    
    
    (9,220
    )Net (loss) income
    
    
    (16,618
    )
    
    
    991
    
    
    
    (15,627
    )Less: Net income attributable to noncontrolling interest in India JV
    
    
    
    
    
    
    
    
    
    
    Net (loss) income attributable to FreightCar America
    
    $
    (16,618
    )
    
    $
    991
    
    
    $
    (15,627
    )Net (loss) income per common share attributable to FreightCar Americabasic
    
    $
    (1.42
    )
    
    $
    0.08
    
    
    $
    (1.33
    )Net (loss) income per common share attributable to FreightCar Americadiluted
    
    $
    (1.42
    )
    
    $
    0.08
    
    
    $
    (1.33
    )Weighted average common shares outstandingbasic
    
    
    11,730,568
    
    
    
    
    
    
    
    11,730,568Weighted average common shares outstandingdiluted
    
    
    11,730,568
    
    
    
    
    
    
    
    11,730,568Dividends declared per common share
    
    $
    0.06
    
    
    
    
    
    
    $
    0.06
 80




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##### Table of Contents



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
    (1)
    
    Surcharge Processing  The differences between the estimated surcharge amounts (which
were used to determine the accrual amount) and the actual surcharge amount listed on the
invoice were not consistently reflected as adjustments to the carrying value of inventory
by the third-party inventory processing system and a significant portion of these
differences remained in the unvouchered payables account rather than properly being
relieved to the cost of the assembled components.(2)
    
    Credit Memo Recording  Credit memos were incorrectly recorded by the Company. In
certain cases, when a credit memo received from a vendor was processed, the amount of the
credit memo was improperly posted to the unvouchered payables account rather than relieved
to the cost of the inventory.
 81




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##### Table of Contents



Inherent Limitations on Effectiveness of Controls
  MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING (AS REVISED)
  
    
    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.
 82




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##### Table of Contents



Internal Control  Integrated Framework
 Description of Material Weaknesses
   System Change Controls
  Inventory Valuation Controls
  Account Reconciliation Controls
    CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  83




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##### Table of Contents



CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING SUBSEQUENT TO THE YEAR ENDED DECEMBER 31, 2008
  REMEDIATION STEPS TO ADDRESS MATERIAL WEAKNESSES
  ERP System
  Account Reconciliations
   84




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##### Table of Contents



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
 85




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##### Table of Contents



(a)
    
    Documents filed as part of this report:
               (b)
    
    The exhibits listed on the Exhibit Index to this Form 10-K/A are filed with this
Form 10-K/A or incorporated by reference as set forth below.(c)
    
    Additional Financial Statement SchedulesNone.
 86




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##### Table of Contents



SIGNATURES
  FREIGHTCAR AMERICA, INC.Date: September 16, 2009
    By:
    /s/    Christian B. RagotChristian B. Ragot, President andChief Executive Officer  Signature
    
    Title
    
    Date/s/ Christian B. Ragot

Christian B. Ragot
    
    President and Chief
Executive Officer
(principal executive
officer) and Director
    
    September 16, 2009/s/ Christopher L. Nagel

Christopher L. Nagel
    
    Vice President, Finance
and Chief Financial
Officer (principal
financial officer and
principal accounting
officer)
    
    September 16, 2009/s/ Thomas M. Fitzpatrick

Thomas M. Fitzpatrick
    
    Chairman of the Board and
Director
    
    September 16, 2009/s/ James D. Cirar

James D. Cirar
    
    Director
    
    September 16, 2009/s/ William D. Gehl

William D. Gehl
    
    Director
    
    September 16, 2009/s/ Thomas A. Madden

Thomas A. Madden
    
    Director
    
    September 16, 2009/s/ S. Carl Soderstrom

S. Carl Soderstrom
    
    Director
    
    September 16, 2009/s/ Robert N. Tidball

Robert N. Tidball
    
    Director
    
    September 16, 2009
 87




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##### Table of Contents



FreightCar America, Inc. and Subsidiaries
 Schedule II  Valuation and Qualifying Accounts
For the Years Ended December 31, 2008, 2007 and 2006
 Accounts ChargedOff andRecoveries ofBalance at
    
    Additions Charged
    
    AmountsBeginning of
    
    to Costs and
    
    Previously Written
    
    Balance at End ofPeriod
    
    Expenses
    
    Off
    
    PeriodYear 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
    )
    
    
    1,177Year Ended December 31,
2006Allowance for
doubtful
accounts
    
    $
    115
    
    
    $
    79
    
    
    $
    (3
    )
    
    $
    191Deferred tax
assets valuation
allowance
    
    
    3,691
    
    
    
    
    
    
    
    (770
    )
    
    
    2,921
 88




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##### Table of Contents



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
    
    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).10.2
    
    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).10.3
    
    Employment Agreement, dated as of January 3, 2007, between FreightCar
America, Inc. and Christian Ragot (incorporated by reference to
Exhibit 10.9 to the Companys Annual Report on Form 10-K for the year
ended December 31, 2006 filed with the Commission on March 13, 2007).10.4
    
    Amendment to employment agreement of Christian Ragot dated as of
December 29, 2008 (incorporated by reference to Exhibit 10.4 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).10.5
    
    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
    
    Employment Agreement, dated as of May 1, 2007, between FreightCar
America, Inc. and Charles Magolske (incorporated by reference to
Exhibit 10.6 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
    
    Amendment to employment agreement of Charles J. Magolske dated as of
December 29, 2008 (incorporated by reference to Exhibit 10.7 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).10.8
    
    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).10.9
    
    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).10.10
    
    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 December 12, 2005).
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10.11
    
    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).10.12
    
    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).10.13
    
    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).10.14
    
    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).*10.15
    
    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).*10.16
    
    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).10.17
    
    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).10.18
    
    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).10.19
    
    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).10.20
    
    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).
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10.21
    
    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).10.22
    
    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).10.23
    
    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)10.24
    
    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).10.25
    
    Consulting Agreement, dated as of June 3, 1999, between Rabbit Hill
Holdings, Inc., Johnstown America Corporation, Freight Car Services,
Inc., JAIX Leasing Company and JAC Patent Company and James D. Cirar
(incorporated by reference to Exhibit 10.10 to Registration
Statement Nos. 333-123384 and 333-123875 filed with the Commission
on March 17, 2005).10.26
    
    Amendment to Consulting Agreement, dated March 7, 2005, between
FreightCar America, Inc. and James D. Cirar (incorporated by
reference to Exhibit 10.10.1 to Registration Statement Nos.
333-123384 and 333-123875 filed with the Commission on March 17,
2005).10.27
    
    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).10.28
    
    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. (incorporated by reference
to Exhibit 21 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).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.
 91