##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 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
(State or other jurisdiction of incorporation or organization)
    
    25-1837219
(I.R.S. Employer Identification No.)Two North Riverside Plaza, Suite 1250, Chicago, Illinois
(Address of principal executive offices)
    
    60606
(Zip Code)
 (800) 458-2235
(Registrants telephone number, including area code)
 Title of class
    
    Name of Each Exchange on Which RegisteredCommon stock, par value $0.01 per share
    
    Nasdaq Global Market
  o þ
 o þ
 þ o
 o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
    Documents
    
    Part of Form 10-KPortions of the registrants definitive Proxy Statement
for the 2011 annual meeting of stockholders to be filed
pursuant to Regulation 14A within 120 days of the end of
the registrants fiscal year ended December 31, 2010.
    
    Part III




---



##### 



FREIGHTCAR AMERICA, INC.
 TABLE OF CONTENTS
 PagePART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    8Item 1B. Unresolved Staff Comments
    
    
    15Item 2. Properties
    
    
    16Item 3. Legal Proceedings
    
    
    16PART IIItem 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
    
    
    17Item 6. Selected Financial Data
    
    
    19Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    20Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 8. Financial Statements and Supplementary Data
    
    
    33Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
    
    
    66Item 9A. Controls and Procedures
    
    
    66Item 9B. Other Information
    
    
    67PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    67Item 11. Executive Compensation
    
    
    67Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    67Item 13. Certain Relationships and Related Transactions, and
Director Independence
    
    
    67Item 14. Principal Accounting Fees and Services
    
    
    67PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    68SIGNATURES
    
    
    69EX-10.2EX-10.4EX-21EX-23EX-31.1EX-31.2EX-32
  2




---



##### Table of Contents



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




---



##### Table of Contents




    
    BethGon Series. The BethGonÒ is the leader in the
aluminum-bodied coal gondola railcar segment. Since we introduced the
steel BethGon railcar in the late 1970s and the aluminum BethGon
railcar in 1986, the BethGon railcar has become the most widely used
coal car 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 further improve its
reliability.
    
    AutoFlood Series. Our aluminum bodied open-top hopper railcar, the
AutoFlood, is a five-pocket coal car 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 Cars.We also manufacture a variety of other types of
aluminum and steel-bodied coal cars, including triple hopper, hybrid
aluminum/stainless steel hoppers and gondolas and flat bottom gondola
railcars.
    
    Other Railcar Types.Our portfolio of other railcar types includes the following: the AVC
Aluminum Vehicle Carrier design used to transport commercial and light
vehicles (automobiles and trucks) from assembly plants and ports to
rail distribution centers; the Articulated Bulk Container railcar
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 transportation of 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 cars 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.
   4




---



##### Table of Contents



MANUFACTURING
   CUSTOMERS
    SALES AND MARKETING
  RESEARCH AND DEVELOPMENT
  5




---



##### Table of Contents



BACKLOG
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Railcar backlog at start of period
    
    
    265
    
    
    
    2,424
    
    
    
    5,399Railcars delivered
    
    
    (2,229
    )
    
    
    (3,377
    )
    
    
    (10,276
    )Railcar orders, net of cancellations
    
    
    4,018
    
    
    
    1,218
    
    
    
    7,301Railcar backlog at end of period(1)
    
    
    2,054
    
    
    
    265
    
    
    
    2,424Estimated revenue from backlog at end of
period (in thousands)(2)
    
    $
    144,306
    
    
    $
    24,839
    
    
    $
    183,441
 
 (1)
    
    Subsequent to December 31, 2010 we received additional orders for more
than 4,000 new railcars to be manufactured and delivered over the
course of 2011 and 2012.(2)
    
    Estimated revenue from backlog reflects the total revenue attributable
to the backlog reported at the end of the particular period as if such
backlog were converted to actual sales. Estimated revenue from 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. Although we continually look for
opportunities to package our leased assets for sale to our leasing
company partners, these leased assets may not be converted to sales.   SUPPLIERS AND MATERIALS
  6




---



##### Table of Contents



COMPETITION
    INTELLECTUAL PROPERTY
  EMPLOYEES
  REGULATION
  7




---



##### Table of Contents



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. Such factors could adversely
affect demand for our railcar offerings.
  8




---



##### Table of Contents



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 customer
acceptance of orders may cause our revenues and income from operations to vary substantially each
quarter, which will result in significant fluctuations in our quarterly results.
  We operate in a highly competitive industry and we may be unable to compete successfully against
other railcar manufacturers.
  Our ability to sell new railcars may be limited by other factors, including the availability and
price of used railcars offered for sale and new or used railcars offered for lease by leasing
companies and others.
  9




---



##### Table of Contents



Consolidation of our customer base may adversely affect our business.
  The potential cost volatility of the raw materials that we use to manufacture railcars, especially
aluminum and steel, and delivery delays associated with these raw materials may adversely affect
our financial condition and results of operations.
  Limitations on the supply of wheels and other railcar components could adversely affect our
business because they may limit the number of railcars we can manufacture.
  RISKS RELATED TO OUR BUSINESS
 We rely significantly on the sales of our coal cars. Future demand for coal could decrease, which
could adversely affect our business, financial condition and results of operations.
  10




---



##### Table of Contents



We rely upon a single supplier to supply us with all of our roll-formed 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.
  An increase in health care costs could adversely affect our results of operations.
   11




---



##### Table of Contents



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




---



##### Table of Contents



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.
  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.
  13




---



##### Table of Contents



We are subject to a variety of environmental laws and regulations and the cost of complying with
environmental requirements or any failure by us to comply with such requirements may have a
material adverse effect on our business, financial condition and results of operations.
  Our warranties may expose us to potentially significant claims, which may damage our reputation and
adversely affect our business, financial condition and results of operations.
  The agreement governing our revolving credit facility contains various covenants that, among other
things, limit our discretion in operating our business and provide for certain minimum financial
requirements.
  Businesses that we may acquire may fail to perform to expectations or we may be unable to
successfully integrate acquired businesses with our existing business.
  14




---



##### Table of Contents



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.
  15




---



##### Table of Contents



Item 2. Properties.
  Leased or
    
    LeaseUse
    
    Location
    
    Size
    
    Owned
    
    Expiration DateCorporate headquarters
    
    Chicago, Illinois
    
    8,574 square feet
    
    Leased
    
    September 30, 2013Railcar assembly and
component
manufacturing
    
    Danville, Illinois
    
    308,665 square feet
on 36.5 acres of land
    
    Owned
    
    Railcar assembly and
component
manufacturing
    
    Roanoke, Virginia
    
    383,709 square feet
on 15.5 acres of land
    
    Leased
    
    November 30, 2014Railcar maintenance
and repair
    
    Grand Island,
Nebraska
    
    132,067 square feet
on 448 acres of land
    
    Owned
    
    Railcar maintenance
and repair
    
    Hastings, Nebraska
    
    35,107 square feet
on 13.4 acres of land
with an additional 7.5
acres of land leased
    
    Owned/
Leased
    
    December 31,
2013Railcar maintenance
and repair
    
    Clinton, Indiana
    
    30,873 square feet
on 56.3 acres of land
    
    Owned
    
    Railcar logistics
management services
    
    Lakewood, Colorado
    
    1,054 square feet
    
    Leased
    
    May 12, 2012Short line railroad
    
    Grand Island,
Nebraska
    
    5 miles of main line plus
2.77 miles of sidings for
a total of 7.77 miles
    
    Owned
    
    Administrative
    
    Johnstown,
Pennsylvania
    
    29,500 square feet
on 1.02 acres of land
    
    Owned
    
    Parts warehouse
    
    Johnstown,
Pennsylvania
    
    86,000 square feet
    
    Leased
    
    December 31, 2016
  
 Item 3. Legal Proceedings.
  16




---



##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
  Common stock price
    
    
    DividendHigh
    
    
    Low
    
    
    Declared2010Fourth quarter
    
    $
    28.94
    
    
    $
    24.03
    
    
    $
    0.00Third quarter
    
    $
    25.50
    
    
    $
    21.43
    
    
    $
    0.00Second quarter
    
    $
    29.94
    
    
    $
    22.62
    
    
    $
    0.00First quarter
    
    $
    25.60
    
    
    $
    18.60
    
    
    $
    0.062009Fourth quarter
    
    $
    26.91
    
    
    $
    18.10
    
    
    $
    0.06Third quarter
    
    $
    25.54
    
    
    $
    16.26
    
    
    $
    0.06Second quarter
    
    $
    20.24
    
    
    $
    15.38
    
    
    $
    0.06First quarter
    
    $
    21.63
    
    
    $
    14.52
    
    
    $
    0.06
 Dividend Policy
  17




---



##### Table of Contents



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.
  Dec.31,
    
    
    Jun.30,
    
    
    Dec.31,
    
    
    Jun.30,
    
    
    Dec.31,
    
    
    Jun.30,
    
    
    Dec.31,
    
    
    Jun.30,
    
    
    Dec.31,
    
    
    Jun.30,
    
    
    Dec.31,2005
    
    
    2006
    
    
    2006
    
    
    2007
    
    
    2007
    
    
    2008
    
    
    2008
    
    
    2009
    
    
    2009
    
    
    2010
    
    
    2010FreightCar America,Inc.
    
    $
    100.00
    
    
    $
    115.56
    
    
    $
    115.62
    
    
    $
    99.99
    
    
    $
    73.38
    
    
    $
    74.66
    
    
    $
    38.63
    
    
    $
    35.79
    
    
    $
    42.48
    
    
    $
    48.60
    
    
    $
    62.18Nasdaq Composite Index
    
    $
    100.00
    
    
    $
    99.01
    
    
    $
    110.36
    
    
    $
    119.34
    
    
    $
    122.00
    
    
    $
    105.88
    
    
    $
    73.17
    
    
    $
    85.60
    
    
    $
    106.33
    
    
    $
    99.27
    
    
    $
    125.49DJ Transportation Index
    
    $
    100.00
    
    
    $
    118.04
    
    
    $
    109.81
    
    
    $
    123.46
    
    
    $
    111.38
    
    
    $
    121.36
    
    
    $
    87.53
    
    
    $
    81.08
    
    
    $
    103.79
    
    
    $
    102.36
    
    
    $
    131.55
 
 18




---



##### Table of Contents



Item 6. Selected Financial Data.
  Year Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Statements of operations data:Revenues
    
    $
    142,889
    
    
    $
    248,462
    
    
    $
    746,390
    
    
    $
    817,025
    
    
    $
    1,444,800Gross profit
    
    
    2,722
    
    
    
    36,522
    
    
    
    66,793
    
    
    
    104,901
    
    
    
    233,451Selling, general and administrative expense
    
    
    24,618
    
    
    
    31,316
    
    
    
    31,717
    
    
    
    38,914
    
    
    
    34,390Net (loss) income attributable to FreightCar America
    
    $
    (12,771
    )
    
    $
    4,940
    
    
    $
    11,420
    
    
    $
    27,459
    
    
    $
    128,733Weighted average common shares outstanding  basic
    
    
    11,896,148
    
    
    
    11,861,366
    
    
    
    11,788,400
    
    
    
    12,115,712
    
    
    
    12,586,889Weighted average common shares outstandingdiluted
    
    
    11,896,148
    
    
    
    11,870,350
    
    
    
    11,833,132
    
    
    
    12,188,901
    
    
    
    12,785,015Per share data:Net (loss) income per common share attributable to
FreightCar America  basic
    
    $
    (1.07
    )
    
    $
    0.42
    
    
    $
    0.97
    
    
    $
    2.27
    
    
    $
    10.23Net (loss) income per share common attributable to
FreightCar America  diluted
    
    $
    (1.07
    )
    
    $
    0.42
    
    
    $
    0.97
    
    
    $
    2.25
    
    
    $
    10.07Dividends declared per common share
    
    $
    0.06
    
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.15Other financial and operating data:Investment in property, plant and equipment, railcars
on operating leases and business acquisitions
    
    $
    24,750
    
    
    $
    19,920
    
    
    $
    42,192
    
    
    $
    6,073
    
    
    $
    6,903Railcars delivered
    
    
    2,229
    
    
    
    3,377
    
    
    
    10,276
    
    
    
    10,282
    
    
    
    18,764Railcar orders
    
    
    4,018
    
    
    
    1,218
    
    
    
    7,301
    
    
    
    6,366
    
    
    
    7,350Railcar backlog
    
    
    2,054
    
    
    
    265
    
    
    
    2,424
    
    
    
    5,399
    
    
    
    9,315Estimated revenue from backlog
    
    $
    144,306
    
    
    $
    24,839
    
    
    $
    183,441
    
    
    $
    422,054
    
    
    $
    697,054Balance sheet data (at period end):Cash and cash equivalents
    
    $
    61,780
    
    
    $
    98,015
    
    
    $
    129,192
    
    
    $
    197,042
    
    
    $
    212,026Restricted cash
    
    
    2,322
    
    
    
    1,420
    
    
    
    
    
    
    
    
    
    
    
    Total assets
    
    
    310,643
    
    
    
    335,566
    
    
    
    383,293
    
    
    
    354,119
    
    
    
    419,981Total debt, including capital leases
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    93
    
    
    
    154Total stockholders equity
    
    
    192,580
    
    
    
    206,253
    
    
    
    204,826
    
    
    
    199,063
    
    
    
    203,869
 19




---



##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 OVERVIEW
 You should read the following discussion in conjunction with our consolidated financial statements
and related notes included elsewhere in this annual report on Form 10-K. This discussion contains
forward-looking statements that are based on managements current expectations, estimates and
projections about our business and operations. Our actual results may differ materially from those
currently anticipated and expressed in such forward-looking statements. See Forward-Looking
Statements.
       FINANCIAL STATEMENT PRESENTATION
 Revenues
  20




---



##### Table of Contents



Cost of sales
  Operating (loss) income
  RESULTS OF OPERATIONS
 Year Ended December 31, 2010 compared to Year Ended December 31, 2009
 Revenues
  Gross Profit
  21




---



##### Table of Contents



Selling, General and Administrative Expenses
  Plant Closure and Sale
  Interest Expense/Income
  Income Taxes
  Net Income (Loss) Attributable to FreightCar America
  Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
 Revenues
  22




---



##### Table of Contents



Gross Profit
  Selling, General and Administrative Expenses
  Plant Closure and Sale
  Interest Expense/Income
  Income Taxes
  Net Income Attributable to FreightCar America
  23




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
        24




---



##### Table of Contents



Contractual Obligations
  Payments Due by Period(In thousands)2-3
    
    
    4-5
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsOperating leases
    
    $
    11,255
    
    
    $
    2,658
    
    
    $
    5,219
    
    
    $
    3,003
    
    
    $
    375Material and component purchases
    
    
    95,605
    
    
    
    24,799
    
    
    
    52,664
    
    
    
    18,142
    
    
    
    Total
    
    $
    106,860
    
    
    $
    27,457
    
    
    $
    57,883
    
    
    $
    21,145
    
    
    $
    375
     25




---



##### Table of Contents



Cash Flows
   2010
    
    
    2009
    
    
    2008Net cash (used in) provided by:Operating activities
    
    $
    (42,071
    )
    
    $
    22,864
    
    
    $
    (23,065
    )Investing activities
    
    
    6,908
    
    
    
    (51,284
    )
    
    
    (42,174
    )Financing activities
    
    
    (1,072
    )
    
    
    (2,757
    )
    
    
    (2,611
    )Total
    
    $
    (36,235
    )
    
    $
    (31,177
    )
    
    $
    (67,850
    )
 Operating Activities.
  Investing Activities.
 Financing Activities.
 26




---



##### Table of Contents



Capital Expenditures
   CRITICAL ACCOUNTING POLICIES
   Long-lived assets
 Property, Plant and Equipment
   27




---



##### Table of Contents



Impairment of goodwill and intangible assets
 Intangibles  Goodwill and Other
   
    
    Future railcar volume projections based on an industry-specific outlook for railcar demand
and specifically coal railcar demand;
 
    
    estimated margins on railcar sales; and
 
    
    weighted-average cost of capital (or WACC) used to discount future performance of our
Company.
    Pensions and postretirement benefits
  28




---



##### Table of Contents



1% Increase
    
    
    1% Decrease(in thousands)Effect on net periodic benefit cost
    
    $
    (431
    )
    
    $
    431
  1% Increase
    
    
    1% Decrease(in thousands)Effect on net periodic benefit cost
    
    $
    105
    
    
    $
    (67
    )
   Income taxes
 Income
Taxes.
 29




---



##### Table of Contents



Product warranties
  Revenue recognition
     30




---



##### Table of Contents



Compensation expense under stock option agreements and restricted stock awards
  Contingencies and litigation
  RECENT ACCOUNTING PRONOUNCEMENTS
 Consolidation.
 Compensation-Retirement Benefits Employers Disclosures about Postretirement Benefit Plan
Assets
 31




---



##### Table of Contents



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
customer acceptance of orders;
    
    the highly competitive nature of our industry;
    
    our reported backlog may not indicate what our future sales will be;
    
    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 cars;
    
    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;
    
    potential significant warranty claims; and
    
    various covenants in the agreements governing our indebtedness that limit our managements
discretion in the operation of our businesses.
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
    32




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data.
  
    Internal Control  Integrated Framework
 /s/ Deloitte & Touche LLPPittsburgh, PennsylvaniaMarch 15, 2011 33




---



##### Table of Contents



Internal
Control  Integrated Framework
    Internal Control
 Integrated Framework
  /s/ Deloitte & Touche LLPPittsburgh, PennsylvaniaMarch 15, 2011 34




---



##### Table of Contents



FreightCar America, Inc. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
  December 31, 2010
    
    
    December 31, 2009AssetsCurrent assetsCash and cash equivalents
    
    $
    61,780
    
    
    $
    98,015Restricted cash
    
    
    2,322
    
    
    
    1,420Securities available for sale, at fair value
    
    
    
    
    
    
    29,976Accounts receivable, net of allowance for doubtful accounts of $216 and $240,
respectively
    
    
    4,106
    
    
    
    3,728Inventories
    
    
    57,713
    
    
    
    40,800Assets held for sale
    
    
    6,686
    
    
    
    4,678Other current assets
    
    
    7,065
    
    
    
    9,467Deferred income taxes, net
    
    
    10,804
    
    
    
    15,315Total current assets
    
    
    150,476
    
    
    
    203,399Long-term inventory
    
    
    7,793
    
    
    
    5,611Property, plant and equipment, net
    
    
    40,503
    
    
    
    28,170Railcars on operating leases, net
    
    
    58,725
    
    
    
    58,771Goodwill
    
    
    22,052
    
    
    
    21,521Deferred income taxes, net
    
    
    26,203
    
    
    
    13,404Other long-term assets
    
    
    4,891
    
    
    
    4,690Total assets
    
    $
    310,643
    
    
    $
    335,566Liabilities and Stockholders EquityCurrent liabilitiesAccount and contractual payables
    
    $
    12,882
    
    
    $
    16,948Accrued payroll and employee benefits
    
    
    4,129
    
    
    
    7,958Accrued postretirement benefits
    
    
    5,347
    
    
    
    5,329Accrued warranty
    
    
    7,932
    
    
    
    9,146Customer deposits
    
    
    3,894
    
    
    
    4,631Other current liabilities
    
    
    4,497
    
    
    
    5,332Total current liabilities
    
    
    38,681
    
    
    
    49,344Accrued pension costs
    
    
    15,689
    
    
    
    15,675Accrued postretirement benefits, less current portion
    
    
    59,909
    
    
    
    57,962Other long-term liabilities
    
    
    3,784
    
    
    
    6,332Total liabilities
    
    
    118,063
    
    
    
    129,313Stockholders 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, 2010 and 2009)
    
    
    
    
    
    
    Common stock, $0.01 par value, 50,000,000 shares authorized, 12,731,678 and
12,731,678 shares issued at December 31, 2010 and 2009, respectively
    
    
    127
    
    
    
    127Additional paid in capital
    
    
    98,722
    
    
    
    97,979Treasury stock, at cost, 790,486 and 790,865 shares at December 31, 2010 and
2009, respectively
    
    
    (36,539
    )
    
    
    (37,123
    )Accumulated other comprehensive loss
    
    
    (20,000
    )
    
    
    (18,578
    )Retained earnings
    
    
    150,274
    
    
    
    163,761Total FreightCar America stockholders equity
    
    
    192,584
    
    
    
    206,166Noncontrolling interest in JV
    
    
    (4
    )
    
    
    87Total stockholders equity
    
    
    192,580
    
    
    
    206,253Total liabilities and stockholders equity
    
    $
    310,643
    
    
    $
    335,566
 See notes to the consolidated financial statements.
 35




---



##### Table of Contents



FreightCar America, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Revenues
    
    $
    142,889
    
    
    $
    248,462
    
    
    $
    746,390Cost of sales
    
    
    140,167
    
    
    
    211,940
    
    
    
    679,597Gross profit
    
    
    2,722
    
    
    
    36,522
    
    
    
    66,793Selling, general and administrative expenses
    
    
    24,618
    
    
    
    31,316
    
    
    
    31,717Plant closure and sale (income) charges
    
    
    (399
    )
    
    
    (495
    )
    
    
    20,037Operating (loss) income
    
    
    (21,497
    )
    
    
    5,701
    
    
    
    15,039Interest income
    
    
    89
    
    
    
    124
    
    
    
    3,827Interest expense and deferred financing costs
    
    
    (965
    )
    
    
    (793
    )
    
    
    (677
    )Operating (loss) income before income taxes
    
    
    (22,373
    )
    
    
    5,032
    
    
    
    18,189Income tax (benefit) provision
    
    
    (9,511
    )
    
    
    248
    
    
    
    6,769Net (loss) income
    
    
    (12,862
    )
    
    
    4,784
    
    
    
    11,420Less: Net loss attributable to noncontrolling
interest in JV
    
    
    (91
    )
    
    
    (156
    )
    
    
    Net (loss) income attributable to FreightCar America
    
    $
    (12,771
    )
    
    $
    4,940
    
    
    $
    11,420Net (loss) income per common share attributable to
FreightCar Americabasic
    
    $
    (1.07
    )
    
    $
    0.42
    
    
    $
    0.97Net (loss) income per common share attributable to
FreightCar Americadiluted
    
    $
    (1.07
    )
    
    $
    0.42
    
    
    $
    0.97Weighted average common shares outstandingbasic
    
    
    11,896,148
    
    
    
    11,861,366
    
    
    
    11,788,400Weighted average common shares outstandingdiluted
    
    
    11,896,148
    
    
    
    11,870,350
    
    
    
    11,833,132Dividends declared per common share
    
    $
    0.06
    
    
    $
    0.24
    
    
    $
    0.24
 See notes to the consolidated financial statements.
 36




---



##### Table of Contents



FreightCar America, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
  FreightCar America ShareholdersAccumulatedOtherCommon Stock


    
    
    Additional
    
    
    Treasury Stock
    
    
    Comprehensive
    
    
    
    
    
    
    Noncontrolling
    
    
    Total StockholdersShares
    
    
    Amount
    
    
    Paid In Capital
    
    
    Shares
    
    
    Amount
    
    
    Loss
    
    
    Retained Earnings
    
    
    Interest in JV
    
    
    EquityBalance, January 1, 2008
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    99,270
    
    
    
    (918,257
    )
    
    $
    (43,597
    )
    
    $
    (9,857
    )
    
    $
    153,120
    
    
    $
    
    
    
    $
    199,063Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,420
    
    
    
    
    
    
    
    11,420Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,503
    )
    
    
    
    
    
    
    
    
    
    
    (7,503
    )Postretirement liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    889
    
    
    
    
    
    
    
    
    
    
    
    889Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,806Investment in noncontrolling interest by
joint venture partner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101
    
    
    
    101Stock options exercised
    
    
    
    
    
    
    
    
    
    
    (1,564
    )
    
    
    54,968
    
    
    
    2,609
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,045Restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (2,305
    )
    
    
    48,547
    
    
    
    2,305
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeiture of restricted stock awards
    
    
    
    
    
    
    
    
    
    
    188
    
    
    
    (6,440
    )
    
    
    (188
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation recognized
    
    
    
    
    
    
    
    
    
    
    2,852
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,852Deficiency of tax benefit from stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    (188
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (188
    )Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,853
    )
    
    
    
    
    
    
    (2,853
    )Balance, December 31, 2008
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    98,253
    
    
    
    (821,182
    )
    
    $
    (38,871
    )
    
    $
    (16,471
    )
    
    $
    161,687
    
    
    $
    101
    
    
    $
    204,826Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,940
    
    
    
    (156
    )
    
    
    4,784Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    785
    
    
    
    
    
    
    
    
    
    
    
    785Postretirement liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,896
    )
    
    
    
    
    
    
    
    
    
    
    (2,896
    )Unrealized holding gain on available for
sale securities, net of reclassification
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,677Investment in noncontrolling interest by
joint venture partner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142
    
    
    
    142Restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (1,969
    )
    
    
    41,589
    
    
    
    1,969
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeiture of restricted stock awards
    
    
    
    
    
    
    
    
    
    
    221
    
    
    
    (11,272
    )
    
    
    (221
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation recognized
    
    
    
    
    
    
    
    
    
    
    1,829
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,829Deficiency of tax benefit from stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    (355
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (355
    )Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,866
    )
    
    
    
    
    
    
    (2,866
    )Balance, December 31, 2009
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    97,979
    
    
    
    (790,865
    )
    
    $
    (37,123
    )
    
    $
    (18,578
    )
    
    $
    163,761
    
    
    $
    87
    
    
    $
    206,253Net (loss) income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,771
    )
    
    
    (91
    )
    
    
    (12,862
    )Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89
    
    
    
    
    
    
    
    
    
    
    
    89Postretirement liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,523
    )
    
    
    
    
    
    
    
    
    
    
    (1,523
    )Unrealized holding loss on available for
sale securities, net of reclassification
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    (2
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    14Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,284
    )Restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (1,202
    )
    
    
    25,924
    
    
    
    1,202
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee restricted stock settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,938
    )
    
    
    (240
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (240
    )Forfeiture of restricted stock awards
    
    
    
    
    
    
    
    
    
    
    378
    
    
    
    (15,607
    )
    
    
    (378
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation recognized
    
    
    
    
    
    
    
    
    
    
    1,675
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,675Deficiency of tax benefit from stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    (108
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (108
    )Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (716
    )
    
    
    
    
    
    
    (716
    )Balance, December 31, 2010
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    98,722
    
    
    
    (790,486
    )
    
    $
    (36,539
    )
    
    $
    (20,000
    )
    
    $
    150,274
    
    
    $
    (4
    )
    
    $
    192,580
 See notes to the consolidated financial statements.
 37




---



##### Table of Contents



FreightCar America, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Cash flows from operating activitiesNet (loss) income
    
    $
    (12,862
    )
    
    $
    4,784
    
    
    $
    11,420Adjustments to reconcile net (loss) income to net cash flows (used in)
provided by operating activities:Plant closure
    
    
    
    
    
    
    
    
    
    
    20,037Depreciation and amortization
    
    
    7,015
    
    
    
    5,658
    
    
    
    4,380Other non-cash items, net
    
    
    (1,809
    )
    
    
    4,231
    
    
    
    589Deferred income taxes
    
    
    (7,738
    )
    
    
    11,830
    
    
    
    (516
    )Compensation expense under stock option and restricted share
award agreements
    
    
    1,675
    
    
    
    1,829
    
    
    
    2,852Changes in operating assets and liabilities:Accounts receivable
    
    
    3,320
    
    
    
    69,392
    
    
    
    (60,052
    )Inventories
    
    
    (13,482
    )
    
    
    (18,314
    )
    
    
    17,522Leased railcars held for sale
    
    
    (6,686
    )
    
    
    (1,420
    )
    
    
    (11,490
    )Other current assets
    
    
    (3,612
    )
    
    
    591
    
    
    
    2,346Account and contractual payables
    
    
    (5,102
    )
    
    
    (29,910
    )
    
    
    10,148Accrued payroll and employee benefits
    
    
    (3,829
    )
    
    
    (1,572
    )
    
    
    (4,475
    )Income taxes receivable/payable
    
    
    3,260
    
    
    
    (5,271
    )
    
    
    (4,936
    )Accrued warranty
    
    
    (1,214
    )
    
    
    (2,330
    )
    
    
    925Customer deposits and other current liabilities
    
    
    (1,072
    )
    
    
    (5,310
    )
    
    
    (11,871
    )Deferred revenue, non-current
    
    
    (464
    )
    
    
    (711
    )
    
    
    1,800Accrued pension costs and accrued postretirement benefits
    
    
    529
    
    
    
    (10,613
    )
    
    
    (1,744
    )Net cash flows (used in) provided by operating
activities
    
    
    (42,071
    )
    
    
    22,864
    
    
    
    (23,065
    )Cash flows from investing activitiesRestricted cash deposits
    
    
    (5,644
    )
    
    
    (5,658
    )
    
    
    Restricted cash withdrawals
    
    
    4,742
    
    
    
    4,238
    
    
    
    Purchase of securities available for sale
    
    
    (29,982
    )
    
    
    (49,933
    )
    
    
    Sale of securities available for sale
    
    
    
    
    
    
    19,986
    
    
    
    Maturity of securities available for sale
    
    
    59,996
    
    
    
    
    
    
    
    Purchases of property, plant and equipment
    
    
    (1,431
    )
    
    
    (4,317
    )
    
    
    (6,991
    )Cost of railcars on operating leases produced or acquired
    
    
    
    
    
    
    (15,603
    )
    
    
    (35,201
    )Proceeds from sale of property, plant and equipment, railcars on
operating leases and assets held for sale
    
    
    2,546
    
    
    
    3
    
    
    
    18Acquisition of business
    
    
    (23,319
    )
    
    
    
    
    
    
    Net cash flows provided by (used in) investing
activities
    
    
    6,908
    
    
    
    (51,284
    )
    
    
    (42,174
    )Cash flows from financing activitiesDeferred financing costs paid
    
    
    (116
    )
    
    
    (5
    )
    
    
    (838
    )Employee restricted stock settlement
    
    
    (240
    )
    
    
    
    
    
    
    Proceeds from exercise of stock options
    
    
    
    
    
    
    
    
    
    
    1,045Investment in noncontrolling interest by joint venture partner
    
    
    
    
    
    
    142
    
    
    
    101Cash dividends paid to stockholders
    
    
    (716
    )
    
    
    (2,866
    )
    
    
    (2,854
    )Other financing activities
    
    
    
    
    
    
    (28
    )
    
    
    (65
    )Net cash flows used in financing activities
    
    
    (1,072
    )
    
    
    (2,757
    )
    
    
    (2,611
    )Net decrease in cash and cash equivalents
    
    
    (36,235
    )
    
    
    (31,177
    )
    
    
    (67,850
    )Cash and cash equivalents at beginning of year
    
    
    98,015
    
    
    
    129,192
    
    
    
    197,042Cash and cash equivalents at end of year
    
    $
    61,780
    
    
    $
    98,015
    
    
    $
    129,192Supplemental cash flow informationCash paid for:Interest
    
    $
    341
    
    
    $
    265
    
    
    $
    311Income tax refunds received
    
    $
    5,763
    
    
    $
    7,750
    
    
    $
    1,737Income taxes paid
    
    $
    136
    
    
    $
    175
    
    
    $
    9,740
 See notes to the consolidated financial statements.
 38




---



##### Table of Contents



FreightCar America, Inc. and Subsidiaries
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2010, 2009 and 2008
 Note 1  Description of the Business
  Note 2  Summary of Significant Accounting Policies
 Principles of Consolidation
  Use of Estimates
  Cash Equivalents
    39




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
 Restricted Cash
  Financial Instruments
  securities held to maturity securities
available for sale trading securities securities-held-to-maturity trading securities securities available for sale
 securities available for sale,
 Fair Value Measurements
 Fair Value Measurements and Disclosures
   Level 1
    
    Quoted prices (unadjusted) in active markets for identical assets and liabilities.Level 2
    
    Inputs other than quoted prices included within Level 1 that are either directly or
indirectly observable for the asset or liability including quoted prices for similar assets or
liabilities in active markets, quoted prices for identical or similar assets or liabilities in
inactive markets, inputs other than quoted prices that are observable for the asset or
liability, and inputs that are derived from observable market data by correlation or other
means.Level 3
    
    Unobservable inputs for the asset or liability, including situations where there is
little, if any, market activity for the asset or liability.
 40




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
 Inventories
  Leased Railcars
    Property, Plant and Equipment
  Description of Assets
    
    LifeBuildings and improvements
    
    5-40 yearsMachinery and equipment
    
    3-7 yearsSoftware
    
    3-7 years
  41




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
 Long-Lived Assets
 Property, Plant and
Equipment
    Research and Development
  Goodwill and Intangible Assets
 Intangibles  Goodwill and
Other
  42




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
   Income Taxes
 Income Taxes
   Product Warranties
  Revenue Recognition
 Nonmonetary Transactions,
  43




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
    Revenue Recognition  Principal Agent Consideration
 Comprehensive Income (Loss)
  Earnings Per Share
  Stock-Based Compensation
 Compensation  Stock Compensation
 Recent Accounting Pronouncements
 Consolidation.
 44




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
  Compensation-Retirement Benefits
 Note 3  Plant Closure and Sale
    Note 4  Fair Value Measurements
   45




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
 Recurring Fair Value Measurements
    
   As of December 31, 2010Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalASSETS:Cash equivalents
    
    $
    51,674
    
    
    $
    
    
    
    $
    
    
    
    $
    51,674Restricted cash equivalents
    
    $
    1,212
    
    
    $
    
    
    
    $
    
    
    
    $
    1,212
 Recurring Fair Value Measurements
    
    As of December 31, 2009Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalASSETS:Cash equivalents
    
    $
    80,009
    
    
    $
    
    
    
    $
    
    
    
    $
    80,009Securities available for sale 
fixed-income government
obligations
    
    $
    29,976
    
    
    $
    
    
    
    $
    
    
    
    $
    29,976
 Note 5  Inventories
  December 31,2010
    
    
    2009Work in progress
    
    $
    55,439
    
    
    $
    30,803Finished new railcars
    
    
    
    
    
    
    Used railcars acquired upon trade-in
    
    
    2,274
    
    
    
    9,997Total inventories
    
    $
    57,713
    
    
    $
    40,800
  Note 6 Leased Railcars
    Year ending December 31, 2011
    
    $
    3,871Year ending December 31, 2012
    
    
    1,594Year ending December 31, 2013
    
    
    1,083Year ending December 31, 2014
    
    
    566Year ending December 31, 2015
    
    
    167Thereafter
    
    
    $
    7,281
 46




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
 Note 7  Property, Plant and Equipment
  December 31,2010
    
    
    2009Land (including easements)
    
    $
    2,203
    
    
    $
    151Buildings and improvements
    
    
    26,986
    
    
    
    19,056Machinery and equipment
    
    
    30,188
    
    
    
    25,365Software
    
    
    6,837
    
    
    
    5,810Cost of buildings, improvements, machinery and equipment
    
    
    64,011
    
    
    
    50,231Less: Accumulated depreciation and amortization
    
    
    (27,097
    )
    
    
    (22,599
    )Buildings, improvements, machinery and equipment net of
accumulated depreciation and amortization
    
    
    36,914
    
    
    
    27,632Construction in process
    
    
    1,386
    
    
    
    387Total property, plant and equipment
    
    $
    40,503
    
    
    $
    28,170
   47




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
 Note 8  Intangible Assets and Goodwill
  December 31,2010
    
    
    2009Patents
    
    $
    13,097
    
    
    $
    13,097Accumulated amortization
    
    
    (9,786
    )
    
    
    (9,195
    )Patents, net of accumulated amortization
    
    
    3,311
    
    
    
    3,902Customer-related intangibles
    
    
    1,300
    
    
    
    Accumulated amortization
    
    
    (22
    )
    
    
    Customer-related intangibles, net of accumulated amortization
    
    
    1,278
    
    
    
    Total amortizing intangibles
    
    $
    4,589
    
    
    $
    3,902Goodwill
    
    $
    22,052
    
    
    $
    21,521
    Year ending December 31, 2011
    
    $
    628Year ending December 31, 2012
    
    
    734Year ending December 31, 2013
    
    
    730Year ending December 31, 2014
    
    
    735Year ending December 31, 2015
    
    
    710Thereafter
    
    
    1,052$
    4,589
 Note 9  Product Warranties
  December 31,2010
    
    
    2009
    
    
    2008Balance at the beginning of the year
    
    $
    9,146
    
    
    $
    11,476
    
    
    $
    10,551Warranties issued during the year
    
    
    390
    
    
    
    376
    
    
    
    4,621Reductions for payments, costs of repairs and other
    
    
    (1,604
    )
    
    
    (2,706
    )
    
    
    (3,696
    )Balance at the end of the year
    
    $
    7,932
    
    
    $
    9,146
    
    
    $
    11,476
 48




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
 Note 10  Revolving Credit Facilities
       49




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
 Note 11  Accumulated Other Comprehensive Income (Loss)
  Pre-Tax
    
    
    Tax
    
    
    After-TaxYear ended December 31, 2008Pension liability activity
    
    $
    (12,141
    )
    
    $
    4,638
    
    
    $
    (7,503
    )Postretirement liability activity
    
    
    1,299
    
    
    
    (410
    )
    
    
    889$
    (10,842
    )
    
    $
    4,228
    
    
    $
    (6,614
    )Year ended December 31, 2009Pension liability activity
    
    $
    1,266
    
    
    $
    (481
    )
    
    $
    785Postretirement liability activity
    
    
    (4,643
    )
    
    
    1,747
    
    
    
    (2,896
    )Change in foreign currency translation adjustments
    
    
    2
    
    
    
    
    
    
    
    2Change in unrealized holding gains on securities
available for sale, net of reclassification
adjustment
    
    
    3
    
    
    
    (1
    )
    
    
    2$
    (3,372
    )
    
    $
    1,265
    
    
    $
    (2,107
    )Year ended December 31, 2010Pension liability activity
    
    $
    264
    
    
    $
    (175
    )
    
    $
    89Postretirement liability activity
    
    
    (2,344
    )
    
    
    821
    
    
    
    (1,523
    )Change in foreign currency translation adjustments
    
    
    14
    
    
    
    
    
    
    
    14Change in unrealized holding gains on securities
available for sale, net of reclassification
adjustment
    
    
    (3
    )
    
    
    1
    
    
    
    (2
    )$
    (2,069
    )
    
    $
    647
    
    
    $
    (1,422
    )
  December 31,2010
    
    
    2009Unrecognized pension cost, net of tax of $6,506 and $6,681
    
    $
    (10,966
    )
    
    $
    (11,055
    )Unrecognized postretirement cost, net of tax of $5,370 and $4,549
    
    
    (9,050
    )
    
    
    (7,527
    )Foreign currency translation adjustments, net of tax of $0 and $0
    
    
    16
    
    
    
    2Unrealized holding gains on securities available for sale, net
of tax of $0 and $1
    
    
    
    
    
    
    2$
    (20,000
    )
    
    $
    (18,578
    )
 50




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
 Note 12  Employee Benefit Plans
     51




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
  PostretirementPension Benefits
    
    
    Benefits2010
    
    
    2009
    
    
    2010
    
    
    2009Change in benefit obligationBenefit obligationBeginning of year
    
    $
    61,462
    
    
    $
    59,688
    
    
    $
    63,291
    
    
    $
    60,657Service cost
    
    
    
    
    
    
    408
    
    
    
    57
    
    
    
    58Interest cost
    
    
    3,422
    
    
    
    3,843
    
    
    
    3,481
    
    
    
    3,949Plan amendment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    364Actuarial loss (gain)
    
    
    3,181
    
    
    
    4,223
    
    
    
    2,767
    
    
    
    4,520Benefits paid
    
    
    (5,769
    )
    
    
    (6,700
    )
    
    
    (4,340
    )
    
    
    (6,257
    )Benefit obligationEnd of year
    
    
    62,296
    
    
    
    61,462
    
    
    
    65,256
    
    
    
    63,291Change in plan assetsPlan assetsBeginning of year
    
    
    45,916
    
    
    
    32,999
    
    
    
    
    
    
    
    Return on plan assets
    
    
    6,577
    
    
    
    7,051
    
    
    
    
    
    
    
    Employer contributions
    
    
    28
    
    
    
    12,566
    
    
    
    4,340
    
    
    
    6,257Benefits paid
    
    
    (5,769
    )
    
    
    (6,700
    )
    
    
    (4,340
    )
    
    
    (6,257
    )Plan assets at fair valueEnd of year
    
    
    46,752
    
    
    
    45,916
    
    
    
    
    
    
    
    Funded status of plansEnd of year
    
    $
    (15,544
    )
    
    $
    (15,546
    )
    
    $
    (65,256
    )
    
    $
    (63,291
    )
 PostretirementPension Benefits
    
    
    Benefits2010
    
    
    2009
    
    
    2010
    
    
    2009Amounts recognized in the Consolidated Balance SheetsNoncurrent assets
    
    $
    145
    
    
    $
    129
    
    
    $
    
    
    
    $
    Current liabilities
    
    
    
    
    
    
    
    
    
    
    (5,347
    )
    
    
    (5,329
    )Noncurrent liabilities
    
    
    (15,689
    )
    
    
    (15,675
    )
    
    
    (59,909
    )
    
    
    (57,962
    )Net amount recognized at December 31
    
    $
    (15,544
    )
    
    $
    (15,546
    )
    
    $
    (65,256
    )
    
    $
    (63,291
    )
  PostretirementPension Benefits
    
    
    Benefits2010
    
    
    2009
    
    
    2010
    
    
    2009Net actuarial loss
    
    $
    17,472
    
    
    $
    17,736
    
    
    $
    13,172
    
    
    $
    10,588Prior service cost
    
    
    
    
    
    
    
    
    
    
    1,248
    
    
    
    1,488$
    17,472
    
    
    $
    17,736
    
    
    $
    14,420
    
    
    $
    12,076
  52




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
  Pension Benefits
    
    
    Postretirement Benefits2010
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009
    
    
    2008Components of net periodic benefit costService cost
    
    $
    
    
    
    $
    408
    
    
    $
    1,128
    
    
    $
    57
    
    
    $
    58
    
    
    $
    69Interest cost
    
    
    3,422
    
    
    
    3,843
    
    
    
    3,370
    
    
    
    3,481
    
    
    
    3,949
    
    
    
    3,231Expected return on plan assets
    
    
    (3,557
    )
    
    
    (2,943
    )
    
    
    (3,758
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of unrecognized prior service cost
    
    
    
    
    
    
    103
    
    
    
    
    
    
    
    241
    
    
    
    241
    
    
    
    224Amortization of unrecognized net loss
    
    
    425
    
    
    
    492
    
    
    
    27
    
    
    
    182
    
    
    
    
    
    
    
    162Curtailment recognition
    
    
    
    
    
    
    786
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contractual benefit charge
    
    
    
    
    
    
    
    
    
    
    10,112
    
    
    
    
    
    
    
    
    
    
    
    8,866Total net periodic benefit cost
    
    $
    290
    
    
    $
    2,689
    
    
    $
    10,879
    
    
    $
    3,961
    
    
    $
    4,248
    
    
    $
    12,552
  2010
    
    
    2009Pension
    
    
    Postretirement
    
    
    Pension
    
    
    PostretirementBenefits
    
    
    Benefits
    
    
    Benefits
    
    
    BenefitsNet actuarial gain
    
    $
    161
    
    
    $
    2,767
    
    
    $
    115
    
    
    $
    4,520Amortization of net actuarial gain
    
    
    (425
    )
    
    
    (182
    )
    
    
    (492
    )
    
    
    Amortization of prior service
cost
    
    
    
    
    
    
    (241
    )
    
    
    (103
    )
    
    
    (241
    )Prior service cost recognized
through curtailment
    
    
    
    
    
    
    
    
    
    
    (786
    )
    
    
    Prior service cost arising during
measurement period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    364Total recognized in accumulated
other comprehensive loss (gain)
    
    $
    (264
    )
    
    $
    2,344
    
    
    $
    (1,266
    )
    
    $
    4,643
  Pension
    
    
    PostretirementBenefits
    
    
    Benefits2011
    
    $
    5,562
    
    
    $
    5,3002012
    
    
    5,406
    
    
    
    5,2002013
    
    
    5,087
    
    
    
    5,1002014
    
    
    4,713
    
    
    
    5,0002015
    
    
    4,397
    
    
    
    4,9002016 through 2020
    
    
    18,825
    
    
    
    22,300
  53




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
  PostretirementPension Benefits
    
    Benefits2010
    
    2009
    
    2010
    
    2009Discount rates
    
    5.22% 5.49%
    
    5.76%
    
    5.26%
    
    5.76%Rate of compensation increase
    
    N/A
    
    N/A
   Pension Benefits
    
    Postretirement Benefits2010
    
    2009
    
    2008
    
    2010
    
    2009
    
    2008Discount rate
    
    5.76%
    
    6.85%
    
    6.40%
    
    5.76%
    
    6.85%
    
    6.40%Expected return on plan assets
    
    8.25%
    
    8.25%
    
    8.25%
    
    
    
    
    
    Rate of compensation increase
    
    N/A
    
    3.00%
    
    3.00%4.00%
    
    
    
    
    
    
  2010
    
    
    2009
    
    
    2008Health care cost trend rate assigned for next year
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    9.00
    %Rate to which cost trend is assumed to decline
    
    
    5.00
    %
    
    
    5.50
    %
    
    
    5.50
    %Year the rate reaches the ultimate trend rate
    
    
    2018
    
    
    
    2016
    
    
    
    2015
   Plan Assets at
    
    
    TargetDecember 31,
    
    
    Allocation2010
    
    
    2009
    
    
    2011Asset CategoryEquity securities
    
    
    58
    %
    
    
    48
    %
    
    
    55
    %Debt securities
    
    
    38
    %
    
    
    46
    %
    
    
    40
    %Real estate
    
    
    4
    %
    
    
    6
    %
    
    
    5
    %100
    %
    
    
    100
    %
    
    
    100
    %
  54




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)  For the Years Ended December 31, 2010, 2009 and 2008  (in thousands, except share and per share data)
    As of December 31, 2010Pension Plan Assets
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalDomestic and international equity mutual funds
    
    $
    27,143
    
    
    $
    
    
    
    $
    
    
    
    $
    27,143Fixed income mutual funds
    
    
    17,706
    
    
    
    
    
    
    
    
    
    
    
    17,706Real estate mutual funds
    
    
    1,848
    
    
    
    
    
    
    
    
    
    
    
    1,848Other (cash and cash equivalents)
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    55Total
    
    $
    46,752
    
    
    $
    
    
    
    $
    
    
    
    $
    46,752
 As of December 31, 2009Pension Plan Assets
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalDomestic and international equity mutual funds
    
    $
    21,887
    
    
    $
    
    
    
    $
    
    
    
    $
    21,887Fixed income mutual funds
    
    
    21,437
    
    
    
    
    
    
    
    
    
    
    
    21,437Real estate mutual funds
    
    
    2,563
    
    
    
    
    
    
    
    
    
    
    
    2,563Other (cash and cash equivalents)
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    29Total
    
    $
    45,916
    
    
    $
    
    
    
    $
    
    
    
    $
    45,916
  55




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
 Note 13  Income Taxes
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Current taxesFederal
    
    $
    (643
    )
    
    $
    (10,729
    )
    
    $
    3,234State
    
    
    (910
    )
    
    
    (769
    )
    
    
    2,046(1,553
    )
    
    
    (11,498
    )
    
    
    5,280Deferred taxesFederal
    
    
    (6,705
    )
    
    
    12,358
    
    
    
    1,823State
    
    
    (1,033
    )
    
    
    (572
    )
    
    
    (992
    )(7,738
    )
    
    
    11,786
    
    
    
    831Interest expense, gross of related tax effects
    
    
    (220
    )
    
    
    (40
    )
    
    
    658Total
    
    $
    (9,511
    )
    
    $
    248
    
    
    $
    6,769
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Statutory U.S. federal income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes, net of federal tax benefit
    
    
    6.3
    %
    
    
    (13.9)
    %
    
    
    (2.8
    )%Valuation allowance
    
    
    10.0
    %
    
    
    3.2
    %
    
    
    7.7
    %Goodwill amortization
    
    
    2.7
    %
    
    
    (12.1
    )%
    
    
    (3.3
    )%Manufacturing deduction
    
    
    (1.4
    )%
    
    
    
    
    
    
    (0.4
    )%Nondeductible expenses
    
    
    (0.2
    )%
    
    
    0.7
    %
    
    
    0.3
    %Rate change on deferred taxes
    
    
    (11.0
    )%
    
    
    (8.7
    )%
    
    
    Other
    
    
    1.1
    %
    
    
    0.7
    %
    
    
    0.7
    %Effective income tax rate
    
    
    42.5
    %
    
    
    4.9
    %
    
    
    37.2
    %
 56




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
  December 31, 2010
    
    
    December 31, 2009Description
    
    Assets
    
    
    Liabilities
    
    
    Assets
    
    
    LiabilitiesAccrued postretirement and pension benefits-long-term
    
    $
    29,552
    
    
    $
    
    
    
    $
    32,868
    
    
    $
    Intangible assets
    
    
    
    
    
    
    (755
    )
    
    
    
    
    
    
    (212
    )Accrued workers compensation costs
    
    
    572
    
    
    
    
    
    
    
    747
    
    
    
    Accrued warranty costs
    
    
    3,514
    
    
    
    
    
    
    
    3,941
    
    
    
    IRC Section 481(a)
    
    
    
    
    
    
    (745
    )
    
    
    103
    
    
    
    Accrued vacation
    
    
    419
    
    
    
    
    
    
    
    491
    
    
    
    Accrued contingencies
    
    
    2,598
    
    
    
    
    
    
    
    4,289
    
    
    
    Accrued severance
    
    
    832
    
    
    
    
    
    
    
    1,206
    
    
    
    Inventory valuation
    
    
    2,440
    
    
    
    
    
    
    
    2,847
    
    
    
    Property, plant and equipment and railcars on operating leases
    
    
    
    
    
    
    (19,290
    )
    
    
    
    
    
    
    (16,240
    )Net operating loss carryforwards
    
    
    21,728
    
    
    
    
    
    
    
    4,545
    
    
    
    Stock compensation expense
    
    
    986
    
    
    
    
    
    
    
    1,014
    
    
    
    Other
    
    
    116
    
    
    
    
    
    
    
    319
    
    
    
    62,757
    
    
    
    (20,790
    )
    
    
    52,370
    
    
    
    (16,452
    )Valuation allowance
    
    
    (4,960
    )
    
    
    
    
    
    
    (7,195
    )
    
    
    Deferred tax assets (liabilities)
    
    $
    57,797
    
    
    $
    (20,790
    )
    
    $
    45,175
    
    
    $
    (16,452
    )Increase (decrease) in valuation allowance
    
    $
    (2,235
    )
    
    
    
    
    
    $
    158
    57




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
  2010
    
    
    2009
    
    
    2008Beginning of year balance
    
    $
    4,008
    
    
    $
    4,352
    
    
    $
    2,821Increases in prior period tax positions
    
    
    27
    
    
    
    17
    
    
    
    163Decreases in prior period tax positions
    
    
    (1,117
    )
    
    
    
    
    
    
    Increases in current period tax positions
    
    
    
    
    
    
    
    
    
    
    1,368Decreases relating to expiring statutes of limitations
    
    
    (774
    )
    
    
    (361
    )
    
    
    End of year balance
    
    $
    2,144
    
    
    $
    4,008
    
    
    $
    4,352
   Earliest YearOpen ToJurisdiction
    
    ExaminationU.S. Federal
    
    
    2007States:Pennsylvania
    
    
    2000Virginia
    
    
    2007Illinois
    
    
    2007Foreign:India
    
    
    2008Mauritius
    
    
    2009
 Note 14  Stock-Based Compensation
  58




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
         59




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
  December 31,2010
    
    
    2009Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExercisePrice
    
    
    
    
    
    
    PriceOptions Outstanding
    
    
    (per share)
    
    
    Options Outstanding
    
    
    (per share)Outstanding at the beginning of the year
    
    
    68,660
    
    
    $
    33.12
    
    
    
    159,240
    
    
    $
    31.69Granted
    
    
    274,310
    
    
    
    20.16
    
    
    
    1,000
    
    
    
    17.84Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (21,970
    )
    
    
    26.33
    
    
    
    (91,580
    )
    
    
    30.47Outstanding at the end of the
year
    
    
    321,000
    
    
    $
    22.51
    
    
    
    68,660
    
    
    $
    33.12Exercisable at the end of the year
    
    
    140,336
    
    
    $
    24.34
    
    
    
    29,227
    
    
    $
    37.12A summary of the Companys stock options outstanding as of December 31, 2010 is presented below:Weighted-Average
    
    
    Weighted-Remaining
    
    
    AverageContractual
    
    
    Exercise
    
    
    AggregateTerm
    
    
    Price
    
    
    IntrinsicOptions Outstanding
    
    
    (in years)
    
    
    (per share)
    
    
    ValueOptions outstanding
    
    
    321,000
    
    
    
    8.7
    
    
    $
    22.51
    
    
    $
    2,343Vested or expected to vest
    
    
    318,013
    
    
    
    8.7
    
    
    $
    22.52
    
    
    $
    2,319Options exercisable
    
    
    140,336
    
    
    
    8.3
    
    
    $
    24.34
    
    
    $
    902
  60




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
  December 31,2010
    
    
    2009Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageGrant Date
    
    
    
    
    
    
    Grant DateFair Value
    
    
    
    
    
    
    Fair ValueShares
    
    
    (per share)
    
    
    Shares
    
    
    (per share)Nonvested at the beginning of the
year
    
    
    73,499
    
    
    $
    29.61
    
    
    
    78,774
    
    
    $
    42.25Granted
    
    
    25,924
    
    
    
    27.26
    
    
    
    41,589
    
    
    
    17.95Vested
    
    
    (48,989
    )
    
    
    33.33
    
    
    
    (35,592
    )
    
    
    44.29Forfeited
    
    
    (15,607
    )
    
    
    24.53
    
    
    
    (11,272
    )
    
    
    28.57Nonvested at the end of the year
    
    
    34,827
    
    
    $
    25.75
    
    
    
    73,499
    
    
    $
    29.61Expected to vest
    
    
    34,669
    
    
    $
    25.93
    
    
    
    73,499
    
    
    $
    29.61
  Note 15  Risks and Contingencies
    61




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
  Contingencies
  Note 16  Other Commitments
   2011
    
    $
    2,6582012
    
    
    2,6802013
    
    
    2,5392014
    
    
    2,3182015
    
    
    685Thereafter
    
    
    375$
    11,255
     62




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
  Note 17  Earnings Per Share
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Weighted average
common shares
outstanding
    
    
    11,896,148
    
    
    
    11,861,366
    
    
    
    11,788,400Dilutive effect of
employee stock
options and
restricted share
awards
    
    
    
    
    
    
    8,984
    
    
    
    44,732Weighted
average diluted
common shares
outstanding
    
    
    11,896,148
    
    
    
    11,870,350
    
    
    
    11,833,132
  Note 18  Operating Segment and Concentration of Sales
  Year Ended December 31,2010
    
    
    2009
    
    
    2008New railcar sales
    
    $
    112,413
    
    
    $
    217,046
    
    
    $
    712,432Used railcar sales
    
    
    7,849
    
    
    
    818
    
    
    
    14,368Parts sales
    
    
    12,423
    
    
    
    17,406
    
    
    
    14,798Leasing revenues
    
    
    5,384
    
    
    
    5,812
    
    
    
    2,955Maintenance, repair
and rebuild
revenues
    
    
    4,648
    
    
    
    3,446
    
    
    
    1,837Other sales
    
    
    172
    
    
    
    3,934
    
    
    
    $
    142,889
    
    
    $
    248,462
    
    
    $
    746,390
  63




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
 Note 19  Labor Agreements
   Note
20  Selected Quarterly Financial Data (Unaudited)
   First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter2010Revenues
    
    $
    19,530
    
    
    $
    30,999
    
    
    $
    41,330
    
    
    $
    51,030Net income (loss)
attributable to FreightCar
America
    
    
    (3,294
    )
    
    
    (1,305
    )
    
    
    (4,696
    )
    
    
    (3,476
    )Net income (loss) per common
share attributable to
FreightCar America basic
    
    $
    (0.28
    )
    
    $
    (0.11
    )
    
    $
    (0.39
    )
    
    $
    (0.29
    )Net income (loss) per common
share attributable to
FreightCar America diluted
    
    $
    (0.28
    )
    
    $
    (0.11
    )
    
    $
    (0.39
    )
    
    $
    (0.29
    )2009Revenues
    
    $
    39,563
    
    
    $
    104,328
    
    
    $
    55,131
    
    
    $
    49,440Gross profit
    
    
    10,295
    
    
    
    15,983
    
    
    
    6,879
    
    
    
    3,365Net income (loss)
attributable to FreightCar
America
    
    
    2,397
    
    
    
    7,022
    
    
    
    1,069
    
    
    
    (5,548
    )Net income (loss) per common
share attributable to
FreightCar America
basic
    
    $
    0.20
    
    
    $
    0.59
    
    
    $
    0.09
    
    
    $
    (0.47
    )Net income (loss) per common
share attributable to
FreightCar America
diluted
    
    $
    0.20
    
    
    $
    0.59
    
    
    $
    0.09
    
    
    $
    (0.47
    )
 Note
21  Business Acquisition
  64




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2010, 2009 and 2008
(in thousands, except share and per share data)
   Accounts receivable
    
    $
    3,698Inventories
    
    
    3,261Other current assets
    
    
    39Property, plant and equipment, net
    
    
    15,469Customer related intangibles
    
    
    1,300Goodwill
    
    
    531Accounts payable
    
    
    (979
    )$
    23,319
 Pro Forma Results (Unaudited)
  Year Ended December 31,2010
    
    
    2009Revenues
    
    $
    164,273
    
    
    $
    275,629Net
(loss) income attributable to
FreightCar America
    
    $
    (12,337
    )
    
    $
    5,480Per share data:Net (loss) income per common share
attributable to FreightCar America  basic
    
    $
    (1.04
    )
    
    $
    0.46Net (loss) income per share common
attributable to FreightCar America 
diluted
    
    $
    (1.04
    )
    
    $
    0.46
 65




---



##### 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
  MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP;
    
    Provide reasonable assurance that receipts and expenditures of the Company are being
made only in accordance with appropriate authorization of management and the board of
directors; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Companys assets that could have a material effect
on the financial statements.
 Internal Control-Integrated Framework
  66




---



##### Table of Contents



CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  
 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.
  67




---



##### Table of Contents



PART IV
 
 Item 15.
Exhibits, Financial Statement Schedules.
 Exhibits
 (a)
    
    Documents filed as part of this report:
               (b)
    
    The exhibits listed on the Exhibit Index to this Form 10-K are filed with this Form 10-K or
incorporated by reference as set forth below.
 (c)
    
    Additional Financial Statement SchedulesNone.
 68




---



##### Table of Contents



SIGNATURES
  FREIGHTCAR AMERICA, INC.Date: March 15, 2011
    By:
    /s/ EDWARD J. WHALENEdward J. Whalen, President andChief Executive Officer  Signature
    
    Title
    
    Date/s/  EDWARD J. WHALEN

          Edward J. Whalen
    
    President and Chief
Executive Officer
(principal executive
officer) and Director
    
    March 11, 2011/s/  JOSEPH E. MCNEELY

          Joseph E. McNeely
    
    Vice President, Finance,
Chief Financial Officer
and Treasurer (principal
financial officer and
principal accounting
officer)
    
    March 11, 2011/s/ THOMAS M. FITZPATRICK

          Thomas M. Fitzpatrick
    
    Chairman of the Board and
Director
    
    March 11, 2011/s/  JAMES D. CIRAR

          James D. Cirar
    
    Director
    
    March 11, 2011/s/  WILLIAM D. GEHL

          William D. Gehl
    
    Director
    
    March 11, 2011/s/  THOMAS A. MADDEN

          Thomas A. Madden
    
    Director
    
    March 11, 2011/s/  S. CARL SODERSTROM, JR.

          S. Carl Soderstrom
    
    Director
    
    March 11, 2011/s/  ROBERT N. TIDBALL

          Robert N. Tidball
    
    Director
    
    March 11, 2011
 69




---



##### Table of Contents



FreightCar America, Inc. and Subsidiaries
 Schedule II  Valuation and Qualifying Accounts
For the Years Ended December 31, 2010, 2009 and 2008
 Deductions, AccountsCharged Off andRecoveries of AmountsBalance at
    
    
    Additions Charged to
    
    
    Previously Written
    
    
    Balance at End ofBeginning of Period
    
    
    Costs and Expenses
    
    
    Off
    
    
    PeriodYear Ended December 31,
2010Allowance for
doubtful
accounts
    
    $
    240
    
    
    $
    27
    
    
    $
    (51
    )
    
    $
    216Deferred tax
assets valuation
allowance
    
    
    7,195
    
    
    
    
    
    
    
    (2,235
    )
    
    
    4,960Inventory reserve
    
    
    1,168
    
    
    
    200
    
    
    $
    (455
    )
    
    
    913Year Ended December 31,
2009Allowance for
doubtful
accounts
    
    $
    330
    
    
    $
    56
    
    
    $
    (146
    )
    
    $
    240Deferred tax
assets valuation
allowance
    
    
    7,037
    
    
    
    158
    
    
    
    
    
    
    
    7,195Inventory reserve
    
    
    150
    
    
    
    1,168
    
    
    $
    (150
    )
    
    
    1,168Year Ended December 31,
2008Allowance for
doubtful
accounts
    
    $
    223
    
    
    $
    107
    
    
    $
    
    
    
    $
    330Deferred tax
assets valuation
allowance
    
    
    3,585
    
    
    
    3,452
    
    
    
    
    
    
    
    7,037Inventory reserve
    
    
    1,177
    
    
    
    
    
    
    $
    (1,027
    )
    
    
    150
 70




---



##### Table of Contents



EXHIBIT INDEX
 2.1
    
    Asset Purchase Agreement, dated September 7, 2010, by and among FreightCar Rail
Services, LLC, FreightCar America, Inc., Cornhusker Railways, LLC, DTE Rail Services,
Inc. and DTE Energy Resources, Inc. (incorporated by reference to Exhibit 2.1 to the
Companys Current Report on Form 8-K filed with the Commission on September 8, 2010).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 of Laurence M. Trusdell dated as of June 11, 2007, by and
between FreightCar America, Inc. and Laurence M. Trusdell (incorporated by reference
to Exhibit 10.4 to the Companys Annual Report on Form 10-K for the year ended
December 31, 2009 filed with the Commission on March 15, 2010)10.2
    
    Employment agreement of Thomas P. McCarthy dated as of June 4, 2007, by and between
FreightCar America, Inc. and Thomas P. McCarthy.10.3
    
    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).10.4
    
    Amendment to employment agreement of Thomas P. McCarthy dated as of December 29, 2008.10.5
    
    Letter agreement regarding Terms of Employment dated January 26, 2010 by and between
FreightCar America, Inc. and Edward J. Whalen (incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K filed with the Commission on January
29, 2010).10.6
    
    Letter agreement regarding Terms of Employment dated August 27, 2010 by and between
FreightCar America, Inc. and Joseph E. McNeely (incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K filed with the Commission on August
27, 2010).10.7
    
    FreightCar America, Inc. 2005 Long Term Incentive Plan (Restated to incorporate all
Amendments) (incorporated by reference to Appendix I to the Companys Proxy Statement
for the annual meeting of stockholders held on May 14, 2008 filed with the Commission
on April 8, 2008).10.8
    
    Form of Restricted Share Award Agreement for the Companys employees (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the
Commission on December 12, 2005).10.9
    
    Form of Restricted Share Award Agreement for the Companys independent directors
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form
8-K filed with the Commission on January 27, 2006).
 71




---



##### Table of Contents



10.10
    
    Form of Restricted Share Award Agreement for the Companys employees (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the
Commission on January 15, 2008).10.11
    
    Form of Stock Option Award Agreement for the Companys employees (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the
Commission on January 15, 2008).10.12
    
    Lease Agreement, dated as of December 20, 2004, by and between Norfolk Southern
Railway Company and Johnstown America Corporation (the Lease Agreement)
(incorporated by reference to Exhibit 10.27 to Registration Statement Nos. 333-123384
and 333-123875 filed with the Commission on April 4, 2005).*10.13
    
    Amendment to the Lease Agreement, dated as of December 1, 2005 (incorporated by
reference to Exhibit 10.11 to the Companys Annual Report on Form 10-K for the year
ended December 31, 2005).*10.14
    
    Second Amendment to the Lease Agreement, dated as of February 1, 2008, by and between
Norfolk Southern Railway Company and Johnstown America Corporation (incorporated by
reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2008 filed with the Commission on May 12, 2008).10.15
    
    Loan and Security Agreement, dated as of July 29, 2010, by and among FreightCar
America, Inc., Johnstown America Corporation, Freight Car Services, Inc., JAC
Operations, Inc., FreightCar Roanoke, Inc. and Fifth Third Bank (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the
Commission on July 30, 2010).10.16
    
    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).10.17
    
    FreightCar America, Inc. Executive Severance Plan (and Summary Plan Description)
(incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form
10-Q filed with the Commission on September 30, 2009).10.18
    
    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).10.19
    
    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 20, 2009).10.20
    
    Form of Indemnification Agreement between FreightCar America, Inc. and each of its
current directors (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the Commission on March 24, 2010).21
    
    Subsidiaries of FreightCar America, Inc.23
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 72




---



##### Table of Contents



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. 73