##### 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
 For the transition period from  to
 Commission File Number: 000-51728
 
 American Railcar Industries, Inc.
 (Exact name of Registrant as Specified in its Charter)
 
 North Dakota
(State or Other Jurisdiction of Incorporation or Organization)
    
    43-1481791
(I.R.S. Employer Identification Number)
 100 Clark Street
St. Charles, Missouri 63301
(Address of principal executive offices, including zip code)
 Telephone (636) 940-6000
(Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share
 o þ
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 þ o
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  Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o
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   DOCUMENTS INCORPORATED BY REFERENCE




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    any financial or other information included herein based upon or otherwise incorporating judgments or
estimates based upon future performance or events;
    
    the impact of the current economic downturn, adverse market conditions and restricted credit markets and
the impact of the continuation of these conditions;
    
    our reliance upon a small number of customers that represent a large percentage of our revenues and backlog;
    
    the health of and prospects for the overall railcar industry;
    
    our prospects in light of the cyclical nature of our business and the current economic environment;
    
    anticipated trends relating to our shipments, revenues, financial condition or results of operations;
    
    our ability to manage overhead and variations in production rates;
    
    the highly competitive nature of the railcar manufacturing industry;
    
    fluctuations in the costs of raw materials, including steel and railcar components, and delays in the
delivery of such raw materials and components;
    
    fluctuations in the supply of components and raw materials we use in railcar manufacturing;
    
    anticipated production schedules for our products and the anticipated financing needs, construction and
production schedules of our joint ventures;
    
    the risks associated with potential joint ventures, acquisitions or new business endeavors;
    
    the risks associated with international operations and joint ventures;
    
    the risk of the lack of acceptance of new railcar offerings by our customers and the risk of initial
production costs for our new railcar offerings being significantly higher than expected;
    
    the risk of the lack of customers entering into new railcar leases;
    
    the sufficiency of our liquidity and capital resources;
    
    the conversion of our railcar backlog into revenues;
    
    compliance with covenants contained in our unsecured senior notes;
    
    the impact and anticipated benefits of any acquisitions we may complete;
    
    the impact and costs and expenses of any litigation we may be subject to now or in the future; and
    
    the ongoing benefits and risks related to our relationship with Mr. Carl Icahn (the chairman of our board
of directors and, through Icahn Enterprises L.P. (IELP), our principal beneficial stockholder) and certain
of his affiliates.
   2




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##### 



AMERICAN RAILCAR INDUSTRIES, INC.
 FORM 10-K
 TABLE OF CONTENTS
 PAGEPART IItem 1. Business
    
    
    4Item 1A. Risk Factors
    
    
    10Item 1B. Unresolved Staff Comments
    
    
    20Item 2. Properties
    
    
    21Item 3. Legal Proceedings
    
    
    22Item 4. Reserved
    
    
    22PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    22Item 6. Selected Consolidated Financial Data
    
    
    24Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    36Item 8. Financial Statements and Supplementary Data
    
    
    37Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    77Item 9A. Controls and Procedures
    
    
    77Item 9B. Other Information
    
    
    77PART IIIItem 10. Directors, Executive Officers and Corporate Governance of the Registrant
    
    
    78Item 11. Executive Compensation
    
    
    78Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    78Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    78Item 14. Principal Accountant Fees and Services
    
    
    78PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    78SIGNATURES
    
    
    79EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1
   3




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##### Table of Contents



AMERICAN RAILCAR INDUSTRIES, INC.
 FORM 10-K
 
 PART I
 
 Item 1:
    
    Business
 INTRODUCTION
     ADDITIONAL INFORMATION
 http://www.americanrailcar.com
 http://www.sec.gov http://www.americanrailcar.com
 ® ® ®
 OUR HISTORY
     4




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OUR PRODUCTS AND SERVICES
  Manufacturing Operations
  Hopper railcars
  ®
  
    
    Grain Railcars.These railcars are a large group of hopper railcars within our general
service hopper railcar product offering. These grain railcars service the food markets,
starch markets and energy markets. For example, these railcars carry shipments of grain to
animal feedstock processing plants, grain mills and ethanol facilities.
 
    
    Cement and Sand Railcars.Cement and sand loads are heavier than many other loads of
comparable volume, and therefore cement and sand railcars are smaller to compensate for the
weight.
 
    
    Plastic Pellet Railcars.These railcars are designed to transport, load and unload
plastic pellets under precise specifications to preserve the purity of the load. Examples
of such cargo would be food grade plastic pellets used in the production of food and
medical product containers.
 
    
    Pressureaide® Railcars.Our Pressureaide® railcar is targeted towards the bulk powder
markets. Pressureaide® railcars typically handle products such as clays, industrial and
food grade starches and flours. They operate with internal pressures up to 14.5 pounds per
square inch, which expedites unloading, and are equipped with several safety devices, such
as pressure relief valves and a rupture disc.
 
    
    Ore Railcars.These railcars are designed to transport heavy ore mineral loads.
 Tank railcars
   5




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Other railcar types
  Railcar leasing
  Component manufacturing
   Railcar Services
  Repair and refurbishment
  Fleet management
  SALES AND MARKETING
    6




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BACKLOG
   Years ended December 31,2010
    
    
    2009Railcar backlog at January 1
    
    
    550
    
    
    
    4,240New railcars delivered
    
    
    (2,090
    )
    
    
    (3,690
    )New railcar orders
    
    
    2,590
    
    
    
    Railcar backlog at December 31
    
    
    1,050
    
    
    
    550Estimated railcar backlog
value at end of period (in
thousands)(1)
    
    $
    87,573
    
    
    $
    49,501
 (1)
    
    Estimated backlog value reflects the total revenues expected to be attributable to the
backlog reported at the end of the particular period as if such backlog were converted to
actual revenues. Estimated backlog reflects known price adjustments for material cost changes
but does not reflect a projection of any future material price adjustments that are provided
for in certain customer contracts.  SUPPLIERS AND MATERIALS
      7




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Steel
  Castings
  Wheels and brakes
  Axles
  COMPETITION
    INTELLECTUAL PROPERTY
  EMPLOYEES
  REGULATION
   8




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ENVIRONMENTAL MATTERS
        9




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Item 1A:
    
    Risk Factors
 RISKS RELATED TO OUR BUSINESS
 The highly cyclical nature of the railcar industry and restricted credit markets may result in
lower revenues during economic downturns.
   We operate in a highly competitive industry and we may be unable to compete successfully, which
would materially adversely affect our results of operations.
    We depend upon a small number of customers that represent a large percentage of our revenues. The
loss of any single significant customer, a reduction in sales to any such significant customer or
any such significant customers inability to pay us in a timely manner could have a material
adverse effect on our business, financial condition and results of operations.
  The level of our reported railcar backlog may not necessarily indicate what our future revenues
will be and our actual revenues may fall short of the estimated revenue value attributed to our
railcar backlog.
   10




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To the extent we expand internationally through joint ventures or otherwise, we will increase our
exposure to international economic and political risks.
   The cost of raw materials and components that we use to manufacture railcars, particularly steel,
are subject to escalation and surcharges and could increase. Any increase in these costs or
delivery delays of these raw materials may materially adversely affect our business, financial
condition and results of operations.
   Fluctuations in the supply of components and raw materials we use in manufacturing railcars, which
are often only available from a limited number of suppliers, could cause production delays or
reductions in the number of railcars we manufacture, which could materially adversely affect our
business, financial condition and results of operations.
    11




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We may pursue joint ventures, acquisitions or new business endeavors that involve inherent risks,
any of which may cause us not to realize anticipated benefits and we may have difficulty
integrating the operations of any companies that we acquire, joint ventures that we form, or new
business endeavors, which may adversely affect our results of operations.
     Our failure, or the failure of our joint ventures, to complete capital expenditure projects on time
and within budget, or the failure of these projects, once constructed, to operate as anticipated
could materially adversely affect our business, financial condition and results of operations.
  Uncertainty surrounding acceptance of our new railcar offerings by our customers, and costs
associated with those new offerings, could materially adversely affect our business.
   12




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If we lose any of our executive officers or key employees, our operations and ability to manage the
day-to-day aspects of our business may be materially adversely affected.
  Equipment failures, delays in deliveries or extensive damage to our facilities, particularly our
railcar manufacturing complexes in Paragould or Marmaduke, Arkansas, could lead to production or
service curtailments or shutdowns.
   Our entry into the railcar leasing market may deplete cash, cause us to compete directly with our
customers and adversely affect our results of operations.
    We are subject to a variety of environmental, health and safety laws and regulations and the cost
of complying, or our failure to comply, with such requirements may have a material adverse effect
on our business, financial condition and results of operations.
   13




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The variable purchase patterns of our railcar customers and the timing of completion, customer
acceptance and shipment of orders may cause our revenues and income from operations to vary
substantially each quarter, which could result in significant fluctuations in our quarterly
results.
   Our unsecured senior notes contain, and any additional financing we may obtain could contain,
covenants that restrict our ability to engage in certain transactions and may impair our ability to
respond to changing business and economic conditions.
  
    
    incur additional debt;
 
    
    redeem our capital stock;
 
    
    enter into certain transactions with affiliates;
 
    
    pay dividends and make other distributions;
 
    
    make investments and other restricted payments; and
 
    
    create liens.
    14




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Companies affiliated with Mr. Carl Icahn are important to our business.
   Some of our railcar services and component manufacturing employees belong to labor unions and
strikes or work stoppages by them or unions formed by some or all of our other employees in the
future could adversely affect our operations.
  Changes in assumptions or investment performance related to pension and other postretirement
benefit plans that we sponsor could materially adversely affect our financial condition and results
of operations.
   Our manufacturers warranties expose us to potentially significant claims.
  15




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Our substantial indebtedness, as a result of our outstanding unsecured senior notes, could
adversely affect our operations and financial results and prevent us from fulfilling our
obligations under the notes.
  
    
    make it more difficult for us to satisfy our obligations with respect to the notes;
 
    
    increase our vulnerability to general economic and industry conditions;
    
    require us to dedicate a substantial portion of our cash flow from operations to
payments on our indebtedness, which would reduce the availability of our cash flow to fund
working capital, capital expenditures, expansion efforts and other general corporate
purposes;
 
    
    limit our flexibility in planning for, or reacting to, changes in our business and the
industry in which we operate;
 
    
    place us at a competitive disadvantage compared to our competitors that have less debt;
and
 
    
    limit, among other things, our ability to borrow additional funds for working capital,
capital expenditures, general corporate purposes or acquisitions.
  Despite our substantial indebtedness, we may still be able to incur substantially more debt, as may
our subsidiaries, which could further exacerbate the risks associated with our substantial
indebtedness.
  We may not be able to generate sufficient cash flow to service all of our obligations, including
our obligations under our unsecured senior notes and we may not be able to refinance our
indebtedness on commercially reasonable terms.
    Our investment activities are subject to risks that may adversely affect our results of operations,
liquidity and financial condition.
   16




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As a public company, we may have reduced access to resources of, and benefits provided by, entities
affiliated with Mr. Carl Icahn.
  If ACF does not, or is unable to, honor its remedial or indemnity obligations to us regarding
environmental matters, such environmental matters may have a material adverse effect on our
business, financial condition or results of operations.
  As a public company, we are required to comply with the reporting obligations of the Exchange Act
and are required to comply with Section 404 of the Sarbanes-Oxley Act. 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, and investors confidence in us, could be materially adversely
affected.
  Increasing insurance claims and expenses could lower profitability and increase business risk.
  If we are unable to protect our intellectual property and prevent its improper use by third
parties, our ability to compete in the market may be harmed.
   17




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Our products could infringe the intellectual property rights of others, which may lead to
litigation that could itself be costly, result in the payment of substantial damages or royalties,
and prevent us from using technology that is essential to our products.
  
    
    cease selling or using any of our products that incorporate the asserted intellectual
property, which would adversely affect our revenue;
 
    
    pay substantial damages for past use of the asserted intellectual property;
 
    
    obtain a license from the holder of the asserted intellectual property, which license
may not be available on reasonable terms, if at all; and
 
    
    redesign or rename, in the case of trademark claims, our products to avoid infringing
the intellectual property rights of third parties, which may be costly and time-consuming
even if possible.
  Our failure to comply with regulations imposed by federal and foreign agencies could negatively
affect our financial results.
  Reductions in the availability of energy supplies or an increase in energy costs may increase our
operating costs.
   18




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We may be required to reduce the value of our inventory, long-lived assets and/or goodwill, which
could materially adversely affect our financial condition and results of operations.
   If we face labor shortages or increased labor costs, our growth and results of operations could be
materially adversely affected.
  The price of our common stock is subject to volatility.
     Our stock price may decline due to sales of shares beneficially owned by Mr. Carl Icahn through
IELP.
    19




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Mr. Carl Icahn exerts significant influence over us and his interests may conflict with the
interest of our other stockholders.
   We are a controlled company within the meaning of the NASDAQ Global Select Market rules and
therefore we are not subject to all of the NASDAQ Global Select Market corporate governance
requirements.
  Payments of cash dividends on our common stock may be made only at the discretion of our board of
directors and may be restricted by North Dakota law. Our unsecured senior notes contain provisions
that limit our ability to pay dividends.
  We are governed by the North Dakota Publicly Traded Corporations Act. Interpretation and
application of this act is scarce and such lack of predictability could be detrimental to our
stockholders
  
 Item 1B:
    
    Unresolved Staff Comments
   20




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Item 2:
    
    Properties
   LeaseLeased or
    
    ExpirationLocation
    
    Use
    
    Owned
    
    DateParagould, Arkansas
    
    Railcar manufacturing
    
    Owned
    
    
    N/AMarmaduke, Arkansas
    
    Railcar manufacturing
    
    Owned
    
    
    N/AJackson, Missouri
    
    Railcar components manufacturing
    
    Owned
    
    
    N/AKennett, Missouri
    
    Railcar subassembly and small components manufacturing
    
    Owned
    
    
    N/ALongview, Texas
    
    Steel foundry
    
    Owned
    
    
    N/ASt. Charles, Missouri
    
    Aluminum foundry and machining
    
    Leased
    
    
    2/28/2011
    (1)
 (1)
    
    This lease was renewed during 2011 and expires on February 28, 2016.  LeaseLeased or
    
    ExpirationLocation
    
    Owned
    
    DateLongview, Texas
    
    Owned
    
    
    N/AGoodrich, Texas
    
    Owned
    
    
    N/ANorth Kansas City, Missouri
    
    Owned
    
    
    N/ATennille, Georgia
    
    Owned
    
    
    N/AMilton, Pennsylvania
    
    Owned
    
    
    N/A
    (1)La Porte, Texas
    
    Owned
    
    
    N/A
    (2)Bude, Mississippi
    
    Leased
    
    
    4/30/2011
    (3)Sarnia, Ontario
    
    Leased
    
    
    10/31/2026
    (4)Gonzales, Louisiana
    
    Leased
    
    
    3/31/2013
    (5)Green River, Wyoming
    
    Leased
    
    
    12/1/2017
    (6)
 (1)
    
    This facility has been idle since 2003.(2)
    
    This property was purchased during 2010 subsequent to the lease expiring.(3)
    
    The majority of the facility in Bude, Mississippi is subject to a lease from the city that
expires on April 30, 2011. This lease automatically renews on May 1, 2011, for one year, and
contains a termination clause requiring six months advance
notice. We currently intend to remain in this facility. The remaining portion of the facility in
Bude, Mississippi, is subject to a county lease that expires on February 28, 2014.(4)
    
    The land this facility is located on is subject to a lease that expires on October 31, 2026
and automatically renews for twenty years.(5)
    
    This facility is subject to a lease that expires on March 31, 2013.(6)
    
    The land this facility is located on is subject to a lease from the State that expires on
December 1, 2017.  21




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Item 3:
    
    Legal Proceedings
 ., .
  
 Item 4:
    
    Reserved
 
 PART II
 
 Item 5:
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Market Information
   PricesYear Ended December 31, 2010
    
    High
    
    
    LowQuarter ended March 31, 2010
    
    $
    12.38
    
    
    $
    8.90Quarter ended June 30, 2010
    
    
    19.03
    
    
    
    12.06Quarter ended September 30, 2010
    
    
    16.13
    
    
    
    10.39Quarter ended December 31, 2010
    
    
    22.31
    
    
    
    15.01
 Year Ended December 31, 2009
    
    High
    
    
    LowQuarter ended March 31, 2009
    
    $
    11.44
    
    
    $
    6.59Quarter ended June 30, 2009
    
    
    9.44
    
    
    
    6.83Quarter ended September 30, 2009
    
    
    12.72
    
    
    
    7.30Quarter ended December 31, 2009
    
    
    12.12
    
    
    
    9.76
 Year Ended December 31, 2008
    
    High
    
    
    LowQuarter ended March 31, 2008
    
    $
    25.51
    
    
    $
    15.81Quarter ended June 30, 2008
    
    
    22.28
    
    
    
    16.78Quarter ended September 30, 2008
    
    
    23.00
    
    
    
    15.04Quarter ended December 31, 2008
    
    
    15.63
    
    
    
    6.10
 Dividend Policy and Restrictions
   22




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Performance Graph
 The following Performance Graph and related information shall not be deemed soliciting material
or to be filed with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of 1933 or Securities
Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by
reference into such filing.
  Stock Performance Graph
 
  23




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Item 6:
    
    Selected Consolidated Financial Data.
  Years ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006 (7)($ in thousands, except per share data)Consolidated statement
of operations data:RevenuesManufacturing operations (1)
    
    $
    206,094
    
    
    $
    365,329
    
    
    $
    757,505
    
    
    $
    648,124
    
    
    $
    597,913Railcar services (2)
    
    
    67,469
    
    
    
    58,102
    
    
    
    51,301
    
    
    
    50,003
    
    
    
    48,139Total revenues
    
    
    273,563
    
    
    
    423,431
    
    
    
    808,806
    
    
    
    698,127
    
    
    
    646,052Cost of revenuesManufacturing operations
    
    
    (210,269
    )
    
    
    (329,025
    )
    
    
    (682,744
    )
    
    
    (568,023
    )
    
    
    (537,344
    )Railcar services
    
    
    (54,353
    )
    
    
    (47,015
    )
    
    
    (41,653
    )
    
    
    (41,040
    )
    
    
    (38,020
    )Total cost of revenues
    
    
    (264,622
    )
    
    
    (376,040
    )
    
    
    (724,397
    )
    
    
    (609,063
    )
    
    
    (575,364
    )Gross profit
    
    
    8,941
    
    
    
    47,391
    
    
    
    84,409
    
    
    
    89,064
    
    
    
    70,688Income related to insurance
recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,946Gain on asset conversion, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,323Selling, administrative and other
(3)
    
    
    (25,591
    )
    
    
    (25,141
    )
    
    
    (26,535
    )
    
    
    (27,379
    )
    
    
    (28,399
    )Operating (loss) earnings
    
    
    (16,650
    )
    
    
    22,250
    
    
    
    57,874
    
    
    
    61,685
    
    
    
    56,558Interest income (4)
    
    
    3,519
    
    
    
    6,613
    
    
    
    7,835
    
    
    
    13,829
    
    
    
    1,504Interest expense
    
    
    (21,275
    )
    
    
    (20,909
    )
    
    
    (20,299
    )
    
    
    (17,027
    )
    
    
    (1,372
    )Other income (5)
    
    
    394
    
    
    
    20,869
    
    
    
    3,657
    
    
    
    
    
    
    
    (Loss) income from joint venture
    
    
    (7,789
    )
    
    
    (6,797
    )
    
    
    718
    
    
    
    881
    
    
    
    (734
    )(Loss) earnings before income tax
expense
    
    
    (41,801
    )
    
    
    22,026
    
    
    
    49,785
    
    
    
    59,368
    
    
    
    55,956Income tax benefit (expense)
    
    
    14,795
    
    
    
    (6,568
    )
    
    
    (18,403
    )
    
    
    (22,104
    )
    
    
    (20,752
    )Net (loss) earnings
    
    $
    (27,006
    )
    
    $
    15,458
    
    
    $
    31,382
    
    
    $
    37,264
    
    
    $
    35,204Less preferred dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (568
    )Net (loss) earnings available to
common shareholders
    
    $
    (27,006
    )
    
    $
    15,458
    
    
    $
    31,382
    
    
    $
    37,264
    
    
    $
    34,636Weighted average shares
outstanding-basic (6)
    
    
    21,302
    
    
    
    21,302
    
    
    
    21,302
    
    
    
    21,274
    
    
    
    20,667Net (loss) earnings per common
share-basic (6)
    
    $
    (1.27
    )
    
    $
    0.73
    
    
    $
    1.47
    
    
    $
    1.75
    
    
    $
    1.68Weighted average shares
outstanding-diluted (6)
    
    
    21,302
    
    
    
    21,302
    
    
    
    21,302
    
    
    
    21,357
    
    
    
    20,733Net (loss) earnings per common
share-diluted (6)
    
    $
    (1.27
    )
    
    $
    0.73
    
    
    $
    1.47
    
    
    $
    1.74
    
    
    $
    1.67Dividends declared per common
share
    
    $
    
    
    
    $
    0.06
    
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    0.12Consolidated balance
sheet data (at year end):Cash and cash equivalents
    
    $
    318,758
    
    
    $
    347,290
    
    
    $
    291,788
    
    
    $
    303,882
    
    
    $
    40,922Net working capital
    
    
    362,763
    
    
    
    374,965
    
    
    
    376,106
    
    
    
    380,111
    
    
    
    126,086Property, plant and equipment, net
    
    
    181,255
    
    
    
    199,349
    
    
    
    206,936
    
    
    
    175,166
    
    
    
    130,293Total assets
    
    
    654,367
    
    
    
    664,364
    
    
    
    679,654
    
    
    
    654,384
    
    
    
    338,926Total liabilities
    
    
    346,591
    
    
    
    328,724
    
    
    
    364,929
    
    
    
    363,396
    
    
    
    88,746Total shareholders equity
    
    
    307,776
    
    
    
    335,640
    
    
    
    314,725
    
    
    
    290,988
    
    
    
    250,180Consolidated cash flow data:Net cash (used in) provided by
operating activities
    
    $
    (12,141
    )
    
    $
    84,143
    
    
    $
    44,603
    
    
    $
    60,219
    
    
    $
    29,967Net cash used in investing
activities
    
    
    (16,692
    )
    
    
    (26,842
    )
    
    
    (54,110
    )
    
    
    (67,434
    )
    
    
    (51,704
    )Net cash provided by (used in)
financing activities
    
    
    294
    
    
    
    (1,917
    )
    
    
    (2,564
    )
    
    
    270,164
    
    
    
    33,967Effect of exchange rate changes
on cash and cash equivalents
    
    
    7
    
    
    
    118
    
    
    
    (23
    )
    
    
    11
    
    
    
    
 24




---



##### Table of Contents



(1)
    
    Includes revenues from transactions with affiliates of $81.9 million, $105.2 million, $182.8
million, $140.2 million and $50.0 million in 2010, 2009, 2008, 2007 and 2006, respectively.(2)
    
    Includes revenues from transactions with affiliates of $15.0 million, $14.4 million, $15.3
million, $16.0 million and $18.9 million in 2010, 2009, 2008, 2007 and 2006, respectively.(3)
    
    Includes costs from transactions with affiliates of $0.6 million, $0.6 million, $0.6 million,
$0.6 million and $2.0 million in 2010, 2009, 2008, 2007 and 2006, respectively.(4)
    
    Includes interest income from affiliates of $2.6 million and $1.0 million in 2010 and 2009,
respectively, and less than $0.1 million in 2008, 2007 and 2006.(5)
    
    Includes other income from affiliates of less than $0.1 million in both 2010 and 2009 and
zero in 2008, 2007 and 2006.(6)
    
    Share and per share data has been restated to give effect to the merger of American Railcar
Industries, Inc. and its wholly-owned subsidiary, American Railcar Industries, Inc. the
surviving entity in 2006.(7)
    
    Includes the acquisition of Custom Steel, effective as of March 31, 2006. 
 Item 7:
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 You should read the following discussion in conjunction with Selected Consolidated Financial Data
and our consolidated financial statements and related notes included in this annual report. 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,
including as a result of the factors we describe under Risk Factors and elsewhere in this annual
report. See Special note regarding forward-looking statements appearing at the beginning of this
report and Risk Factors set forth in Item 1A of this report.
 OVERVIEW
       25




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##### Table of Contents



RESULTS OF OPERATIONS
  Years ended December 31,2010
    
    
    2009
    
    
    2008RevenuesManufacturing operations
    
    
    75.3
    %
    
    
    86.3
    %
    
    
    93.7
    %Railcar services
    
    
    24.7
    %
    
    
    13.7
    %
    
    
    6.3
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenuesManufacturing operations
    
    
    (76.8
    %)
    
    
    (77.7
    %)
    
    
    (84.4
    %)Railcar services
    
    
    (19.9
    %)
    
    
    (11.1
    %)
    
    
    (5.2
    %)Total cost of revenues
    
    
    (96.7
    %)
    
    
    (88.8
    %)
    
    
    (89.6
    %)Gross profit
    
    
    3.3
    %
    
    
    11.2
    %
    
    
    10.4
    %Selling, administrative and other
expenses
    
    
    (9.4
    %)
    
    
    (5.9
    %)
    
    
    (3.3
    %)(Loss) earnings from operations
    
    
    (6.1
    %)
    
    
    5.3
    %
    
    
    7.1
    %Interest income
    
    
    1.3
    %
    
    
    1.6
    %
    
    
    1.0
    %Interest expense
    
    
    (7.8
    %)
    
    
    (4.9
    %)
    
    
    (2.5
    %)Other income
    
    
    0.1
    %
    
    
    4.9
    %
    
    
    0.5
    %(Loss) earnings from joint venture
    
    
    (2.8
    %)
    
    
    (1.6
    %)
    
    
    0.1
    %(Loss) earnings before income tax
expense
    
    
    (15.3
    %)
    
    
    5.3
    %
    
    
    6.2
    %Income tax benefit (expense)
    
    
    5.4
    %
    
    
    (1.6
    %)
    
    
    (2.3
    %)Net (loss) earnings
    
    
    (9.9
    %)
    
    
    3.7
    %
    
    
    3.9
    %
 Year ended December 31, 2010 compared to year ended December 31, 2009
 Revenues
     Gross profit
    26




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##### Table of Contents



Selling, administrative and other expenses
  Interest expense and interest income
   Other income
  (Loss) earnings from joint ventures
  Income tax benefit (expense)
  Year ended December 31, 2009 compared to year ended December 31, 2008
 Revenues
    27




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##### Table of Contents



Gross profit
    Selling, administrative and other expenses
  Interest expense and interest income
   Other income
  (Loss) earnings from joint ventures
  Income tax expense
   28




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Outstanding and Available Debt
 Unsecured senior notes
   Cash Flows from Operating Activities
     Cash Flow from Investing Activities
   29




---



##### Table of Contents



Capital expenditures
   Future Liquidity
      Dividends
    30




---



##### Table of Contents



Contractual Obligations
  Payments due by PeriodAfter 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    2-3 years
    
    
    4-5 years
    
    
    years(in thousands)Operating Lease Obligations 1
    
    $
    13,081
    
    
    $
    1,083
    
    
    $
    2,047
    
    
    $
    2,354
    
    
    $
    7,597Purchase Obligations 2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Senior Unsecured Notes 3
    
    
    275,000
    
    
    
    
    
    
    
    
    
    
    
    275,000
    
    
    
    Interest Payments on Senior Unsecured Notes 4
    
    
    72,188
    
    
    
    20,625
    
    
    
    41,250
    
    
    
    10,313
    
    
    
    Pension and Postretirement Funding 5
    
    
    7,924
    
    
    
    1,205
    
    
    
    2,583
    
    
    
    2,453
    
    
    
    1,683Total
    
    $
    368,193
    
    
    $
    22,913
    
    
    $
    45,880
    
    
    $
    290,120
    
    
    $
    9,280
 (1)
    
    The operating lease commitment includes the future minimum rental payments required under
non-cancelable operating leases for property and equipment leased by us.(2)
    
    As of December 31, 2010, we were not party to any enforceable and legally binding agreements
to purchase goods or services that specify all significant terms.(3)
    
    On February 28, 2007, we issued $275.0 million of unsecured senior notes that are due on
March 1, 2014.(4)
    
    The interest rate on these notes is 7.5%. These notes have interest payments due semiannually
on March 1 and September 1 of every year.(5)
    
    Our pension funding commitments include minimum funding contributions required by law for our
two funded pension plans as well as expected benefit payments for our one unfunded pension
plan. Our postretirement benefits are also unfunded thus the participants and we must fund
premium payments.   Contingencies
    31




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##### Table of Contents



Nicole Lerma v. American Railcar
Industries, Inc., .
  Axis Loan
   CRITICAL ACCOUNTING ESTIMATES AND POLICIES
  Revenue Recognition
  Inventory
   32




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##### Table of Contents



Long-lived assets
   Goodwill
   Market Approach
  Income Approach
    33




---



##### Table of Contents



Product Warranties
  Income Taxes
   Pension and Postretirement Benefits
  Discount rates
  Expected return on plan assets
   34




---



##### Table of Contents



Mortality and retirement rates
    Effect on December 31,Effect on 2011 Pre-Tax
    
    
    2010 ProjectedChange in Assumption
    
    Pension Expense
    
    
    Benefit Obligation($ in thousands)1% decrease in discount rate
    
    
    171
    
    
    
    2,4631% increase in discount rate
    
    
    (176
    )
    
    
    (2,243
    )1% decrease in expected
return on assets
    
    
    132
    
    
    
    N/A1% increase in expected
return on assets
    
    
    (132
    )
    
    
    N/A
  Effect on 2011 Pre-Tax
    
    
    Effect on December 31,Postretirement Service
    
    
    2010 ProjectedChange in Assumption
    
    Cost and Interest Cost
    
    
    Benefit Obligation($ in thousands)1% decrease in discount
rate
    
    
    
    
    
    
    131% increase in discount
rate
    
    
    
    
    
    
    (10
    )
  Environmental
  Stock Based Compensation
   35




---



##### Table of Contents



Fair Value of Financial Instruments
  Recent accounting pronouncements
  OFF BALANCE SHEET ARRANGEMENTS
  
 Item 7A:
    
    Quantitative and Qualitative Disclosures About Market Risk
   36




---



##### Table of Contents



Item 8:
    
    Financial Statements and Supplementary Data
   PageAudited Consolidated Financial Statements of American Railcar Industries, Inc.Report of Grant Thornton LLP Independent Registered Public Accounting Firm
    
    
    38Report of Grant Thornton LLP Independent Registered Public Accounting Firm
    
    
    39Consolidated Balance Sheets as of December 31, 2010 and 2009
    
    
    40Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008
    
    
    41Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008
    
    
    42Consolidated Statement of Stockholders Equity and Comprehensive Income for the years
ended December 31, 2010, 2009 and 2008
    
    
    43Notes to Consolidated Financial Statements
    
    
    44
  37




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal ControlIntegrated Framework
    Internal ControlIntegrated Framework .
   
  38




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal
ControlIntegrated Framework
  
  39




---



##### Table of Contents



CONSOLIDATED BALANCE SHEETS
  As ofDecember 31,
    
    
    December 31,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    318,758
    
    
    $
    347,290Short-term investments  available for sale securities
    
    
    
    
    
    
    3,802Accounts receivable, net
    
    
    21,002
    
    
    
    11,409Accounts receivable, due from affiliates
    
    
    4,981
    
    
    
    1,356Income taxes receivable
    
    
    14,939
    
    
    
    1,768Inventories, net
    
    
    50,033
    
    
    
    40,063Deferred tax assets
    
    
    3,029
    
    
    
    2,018Prepaid expenses and other current assets
    
    
    2,654
    
    
    
    4,898Total current assets
    
    
    415,396
    
    
    
    412,604Property, plant and equipment, net
    
    
    181,255
    
    
    
    199,349Deferred debt issuance costs
    
    
    1,951
    
    
    
    2,568Interest receivable, due from affiliates
    
    
    187
    
    
    
    982Goodwill
    
    
    7,169
    
    
    
    7,169Investment in and loans to joint ventures
    
    
    48,169
    
    
    
    41,155Other assets
    
    
    240
    
    
    
    537Total assets
    
    $
    654,367
    
    
    $
    664,364Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    29,334
    
    
    $
    16,874Accounts payable, due to affiliates
    
    
    275
    
    
    
    576Accrued expenses and taxes
    
    
    5,095
    
    
    
    4,515Accrued compensation
    
    
    11,054
    
    
    
    8,799Accrued interest expense
    
    
    6,875
    
    
    
    6,875Total current liabilities
    
    
    52,633
    
    
    
    37,639Senior unsecured notes
    
    
    275,000
    
    
    
    275,000Deferred tax liability
    
    
    7,938
    
    
    
    7,120Pension and post-retirement liabilities, net of current
    
    
    6,707
    
    
    
    6,279Other liabilities
    
    
    4,313
    
    
    
    2,686Total liabilities
    
    
    346,591
    
    
    
    328,724Commitments and contingenciesStockholders equity:Common stock, $0.01 par value, 50,000,000 shares
authorized, 21,316,296 and 21,302,296 shares issued
and outstanding at December 31, 2010 and 2009,
respectively
    
    
    213
    
    
    
    213Additional paid-in capital
    
    
    238,947
    
    
    
    239,617Retained earnings
    
    
    67,209
    
    
    
    94,215Accumulated other comprehensive income
    
    
    1,407
    
    
    
    1,595Total stockholders equity
    
    
    307,776
    
    
    
    335,640Total liabilities and stockholders equity
    
    $
    654,367
    
    
    $
    664,364
   40




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF OPERATIONS
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Revenues:Manufacturing operations (including revenues from affiliates of $81,905,
$105,216 and $182,760 in 2010, 2009 and 2008, respectively)
    
    $
    206,094
    
    
    $
    365,329
    
    
    $
    757,505Railcar services (including revenues from affiliates of $15,041, $14,434
and $15,338 in 2010, 2009 and 2008, respectively)
    
    
    67,469
    
    
    
    58,102
    
    
    
    51,301Total revenues
    
    
    273,563
    
    
    
    423,431
    
    
    
    808,806Cost of revenues:Manufacturing operations
    
    
    (210,269
    )
    
    
    (329,025
    )
    
    
    (682,744
    )Railcar services
    
    
    (54,353
    )
    
    
    (47,015
    )
    
    
    (41,653
    )Total cost of revenues
    
    
    (264,622
    )
    
    
    (376,040
    )
    
    
    (724,397
    )Gross profit
    
    
    8,941
    
    
    
    47,391
    
    
    
    84,409Selling, administrative and other (including costs from affiliates of
$627, $616 and $606 in 2010, 2009 and 2008, respectively)
    
    
    (25,591
    )
    
    
    (25,141
    )
    
    
    (26,535
    )(Loss) earnings from operations
    
    
    (16,650
    )
    
    
    22,250
    
    
    
    57,874Interest income (including interest income from affiliates of $2,620, $986
and $34 in 2010, 2009 and 2008, respectively)
    
    
    3,519
    
    
    
    6,613
    
    
    
    7,835Interest expense
    
    
    (21,275
    )
    
    
    (20,909
    )
    
    
    (20,299
    )Other income (including income related to affiliates of $17, $9 and zero
in 2010, 2009 and 2008, respectively)
    
    
    394
    
    
    
    20,869
    
    
    
    3,657(Loss) earnings from joint ventures
    
    
    (7,789
    )
    
    
    (6,797
    )
    
    
    718(Loss) earnings before income tax expense
    
    
    (41,801
    )
    
    
    22,026
    
    
    
    49,785Income tax benefit (expense)
    
    
    14,795
    
    
    
    (6,568
    )
    
    
    (18,403
    )Net (loss) earnings
    
    $
    (27,006
    )
    
    $
    15,458
    
    
    $
    31,382Net (loss) earnings per share  basic and diluted
    
    $
    (1.27
    )
    
    $
    0.73
    
    
    $
    1.47Weighted average shares outstanding  basic and diluted
    
    
    21,302
    
    
    
    21,302
    
    
    
    21,302
   41




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Operating activities:Net (loss) earnings
    
    $
    (27,006
    )
    
    $
    15,458
    
    
    $
    31,382Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:Depreciation
    
    
    23,597
    
    
    
    23,405
    
    
    
    20,148Amortization of deferred costs
    
    
    699
    
    
    
    718
    
    
    
    812Loss on disposal of property, plant and equipment
    
    
    33
    
    
    
    222
    
    
    
    308Stock based compensation
    
    
    5,358
    
    
    
    1,174
    
    
    
    473Income related to reversal of stock based compensation for stock options
    
    
    
    
    
    
    
    
    
    
    (411
    )Change in interest receivable, due from affiliates
    
    
    796
    
    
    
    (982
    )
    
    
    Change in joint venture investment as a result of loss (earnings)
    
    
    7,789
    
    
    
    6,797
    
    
    
    (718
    )Unrealized loss (gain) on derivative assets
    
    
    
    
    
    
    88
    
    
    
    (88
    )(Benefit) provision for deferred income taxes
    
    
    (438
    )
    
    
    1,492
    
    
    
    1,093Provision (adjustment) for losses on accounts receivable
    
    
    113
    
    
    
    (101
    )
    
    
    695Item related to investing activities:Realized loss (gain) on derivative assets
    
    
    
    
    
    
    10
    
    
    
    (684
    )Realized gain on sale of short-term investments  available for sale securities
    
    
    (379
    )
    
    
    (23,825
    )
    
    
    (2,589
    )Impairment of short-term investments  available for sale securities
    
    
    
    
    
    
    2,884
    
    
    
    Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (9,664
    )
    
    
    28,483
    
    
    
    (6,976
    )Accounts receivable, due from affiliates
    
    
    (3,625
    )
    
    
    8,928
    
    
    
    6,892Income taxes receivable
    
    
    (13,171
    )
    
    
    (1,768
    )
    
    
    Inventories, net
    
    
    (9,925
    )
    
    
    57,260
    
    
    
    (3,869
    )Prepaid expenses and other current assets
    
    
    2,244
    
    
    
    331
    
    
    
    (215
    )Accounts payable
    
    
    12,446
    
    
    
    (25,366
    )
    
    
    (5,667
    )Accounts payable, due to affiliates
    
    
    (301
    )
    
    
    (4,617
    )
    
    
    2,326Accrued expenses and taxes
    
    
    (486
    )
    
    
    (5,517
    )
    
    
    1,980Other
    
    
    (221
    )
    
    
    (931
    )
    
    
    (289
    )Net cash (used in) provided by operating activities
    
    
    (12,141
    )
    
    
    84,143
    
    
    
    44,603Investing activities:Purchases of property, plant and equipment
    
    
    (6,144
    )
    
    
    (15,047
    )
    
    
    (52,433
    )Sale of property, plant and equipment
    
    
    163
    
    
    
    71
    
    
    
    4Purchases of short-term investments  available for sale securities
    
    
    
    
    
    
    (36,841
    )
    
    
    (27,857
    )Sales of short-term investments  available for sale securities
    
    
    4,180
    
    
    
    60,795
    
    
    
    23,631Realized (loss) gain on derivative assets
    
    
    
    
    
    
    (10
    )
    
    
    684Proceeds from repayment of note receivable from affiliate
    
    
    
    
    
    
    
    
    
    
    658Investments in and loans to joint ventures
    
    
    (14,891
    )
    
    
    (35,810
    )
    
    
    (672
    )Sale of investment in joint venture
    
    
    
    
    
    
    
    
    
    
    1,875Net cash used in investing activities
    
    
    (16,692
    )
    
    
    (26,842
    )
    
    
    (54,110
    )Financing activities:Common stock dividends
    
    
    
    
    
    
    (1,917
    )
    
    
    (2,556
    )Proceeds from stock option exercises
    
    
    294
    
    
    
    
    
    
    
    Repayment of debt
    
    
    
    
    
    
    
    
    
    
    (8
    )Net cash provided by (used in) financing activities
    
    
    294
    
    
    
    (1,917
    )
    
    
    (2,564
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    7
    
    
    
    118
    
    
    
    (23
    )(Decrease) increase in cash and cash equivalents
    
    
    (28,532
    )
    
    
    55,502
    
    
    
    (12,094
    )Cash and cash equivalents at beginning of year
    
    
    347,290
    
    
    
    291,788
    
    
    
    303,882Cash and cash equivalents at end of year
    
    $
    318,758
    
    
    $
    347,290
    
    
    $
    291,788
   42




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##### Table of Contents



CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)
  AccumulatedCommon
    
    
    
    
    
    
    Additional
    
    
    other
    
    
    TotalComprehensive
    
    
    Retained
    
    
    Stock-
    
    
    Common
    
    
    paid-in
    
    
    comprehensive
    
    
    stockholdersincome (loss)
    
    
    earnings
    
    
    Shares
    
    
    stock
    
    
    capital
    
    
    income (loss)
    
    
    equityJanuary 1, 2008
    
    
    
    
    
    $
    51,314
    
    
    
    21,302
    
    
    $
    213
    
    
    $
    239,621
    
    
    $
    (160
    )
    
    $
    290,988Net earnings
    
    $
    31,382
    
    
    
    31,382
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,382Currency translation adjustment
    
    
    (428
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (428
    )
    
    
    (428
    )Unrealized loss on short-term investment, net of tax effect of $1,673
    
    
    (2,577
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,577
    )
    
    
    (2,577
    )Minimum pension liability adjustment, net of tax effect of $1,249
    
    
    (1,975
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,975
    )
    
    
    (1,975
    )Comprehensive income
    
    $
    26,402
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Effect of pension measurement date change
    
    
    
    
    
    
    (105
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (105
    )Dividends on common stock
    
    
    
    
    
    
    (2,556
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,556
    )Additional paid-in capital reduction due to stock option forfeiture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (113
    )
    
    
    
    
    
    
    (113
    )Stock option expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    109
    
    
    
    
    
    
    
    109Balance December 31, 2008
    
    
    
    
    
    $
    80,035
    
    
    
    21,302
    
    
    $
    213
    
    
    $
    239,617
    
    
    $
    (5,140
    )
    
    $
    314,725Net earnings
    
    $
    15,458
    
    
    
    15,458
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,458Currency translation adjustment
    
    
    1,246
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,246
    
    
    
    1,246Effect of short-term investment activity, net of tax effect of $478
    
    
    888
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    888
    
    
    
    888Impairment of short-term investments, net of tax effect of $1,197
    
    
    1,687
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,687
    
    
    
    1,687Minimum pension liability adjustment, net of tax effect of $1,509
    
    
    2,914
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,914
    
    
    
    2,914Comprehensive income
    
    $
    22,193
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dividends on common stock
    
    
    
    
    
    
    (1,278
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,278
    )Balance December 31, 2009
    
    
    
    
    
    $
    94,215
    
    
    
    21,302
    
    
    $
    213
    
    
    $
    239,617
    
    
    $
    1,595
    
    
    $
    335,640Net loss
    
    $
    (27,006
    )
    
    
    (27,006
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,006
    )Currency translation adjustment
    
    
    511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    511
    
    
    
    511Minimum pension liability adjustment, net of tax effect of $243
    
    
    (393
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (393
    )
    
    
    (393
    )Amortization of postretirement adjustment, net of tax effect of $189
    
    
    (306
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (306
    )
    
    
    (306
    )Comprehensive loss
    
    $
    (27,194
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proceeds from stock options exercises
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    294
    
    
    
    
    
    
    
    294Tax deficiency related to stock option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34
    )
    
    
    
    
    
    
    (34
    )Purchase of fixed assets from affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (930
    )
    
    
    
    
    
    
    (930
    )Balance December 31, 2010
    
    
    
    
    
    $
    67,209
    
    
    
    21,316
    
    
    $
    213
    
    
    $
    238,947
    
    
    $
    1,407
    
    
    $
    307,776
   43




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Note 1  Description of the Business
    Note 2  Summary of Accounting Policies
 Cash and cash equivalents
   Short-term investments
    44




---



##### Table of Contents



Derivative contracts or financial instruments
  Revenue recognition
    Accounts receivable, net
  Inventories
  Property, plant and equipment, net
   Long-lived assets
   45




---



##### Table of Contents



Debt issuance costs
  2011
    
    $
    6162012
    
    
    6162013
    
    
    6162014
    
    
    1032015 and thereafter
    
    
    Total
    
    $
    1,951
 Goodwill
  Investment in and loans to joint ventures
  Income taxes
  Pension plans and other postretirement benefits
   Fair value of financial instruments
  Foreign currency translation
   46




---



##### Table of Contents



Comprehensive income
  Earnings per share
  Use of estimates
  Stock based compensation
  Reclassifications
  Recent accounting pronouncements
  Note 3  Short-term Investments  Available for Sale Securities
    47




---



##### Table of Contents



Note 4  Derivative Contracts or Financial Instruments
  Total return swaps
  Foreign currency option
   Note 5  Fair Value Measurements
   
    
    Level 1  Quoted prices are available in active markets for
identical financial assets and/or liabilities as of the reporting
date. The type of financial assets and/or liabilities included in
Level 1 include listed equities and listed derivatives. The Company
does not adjust the quoted price for these financial assets and/or
liabilities, even in situations where they hold a large position and
a sale could reasonably impact the quoted price.
    
    Level 2  Pricing inputs are other than quoted prices in active
markets, which are either directly or indirectly observable as of
the reporting date, and fair value is determined through the use of
models or other valuation methodologies. Financial assets and/or
liabilities that are generally included in this category include
corporate bonds and loans, less liquid and restricted equity
securities and certain over-the-counter derivatives.
    
    Level 3  Pricing inputs are unobservable for the financial assets
and/or liabilities and include situations where there is little, if
any, market activity for the financial assets and/or liabilities.
The inputs into the determination of fair value require significant
management judgment or estimation.
  48




---



##### Table of Contents



Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsShort-term investments  available-for-sale securities
    
    $
    3,802
    
    
    $
    
    
    
    $
    
    
    
    $
    3,802$
    3,802
    
    
    $
    
    
    
    $
    
    
    
    $
    3,802
 Note 6  Accounts Receivable, net
  December 31,
    
    
    December 31,2010
    
    
    2009(in thousands)Accounts receivable, gross
    
    $
    21,770
    
    
    $
    12,086Less allowance for doubtful accounts
    
    
    (768
    )
    
    
    (677
    )Total accounts receivable, net
    
    $
    21,002
    
    
    $
    11,409
  Years Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Beginning balance
    
    $
    677
    
    
    $
    815
    
    
    $
    497Provision (adjustment)
    
    
    113
    
    
    
    (101
    )
    
    
    695Write-offs
    
    
    (22
    )
    
    
    (43
    )
    
    
    (379
    )Recoveries
    
    
    
    
    
    
    6
    
    
    
    2Ending balance
    
    $
    768
    
    
    $
    677
    
    
    $
    815
 Note 7  Inventories, net
  December 31,
    
    
    December 31,2010
    
    
    2009(in thousands)Raw materials
    
    $
    30,676
    
    
    $
    21,307Work-in-process
    
    
    14,270
    
    
    
    8,411Finished products
    
    
    7,183
    
    
    
    12,271Total inventories
    
    
    52,129
    
    
    
    41,989Less reserves
    
    
    (2,096
    )
    
    
    (1,926
    )Total inventories, net
    
    $
    50,033
    
    
    $
    40,063
  49




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##### Table of Contents



Years Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Beginning Balance
    
    $
    1,926
    
    
    $
    2,649
    
    
    $
    2,705Provision
    
    
    1,254
    
    
    
    213
    
    
    
    911Write-offs
    
    
    (1,084
    )
    
    
    (936
    )
    
    
    (967
    )Ending Balance
    
    $
    2,096
    
    
    $
    1,926
    
    
    $
    2,649
 Note 8  Property, Plant and Equipment, net
  December 31,
    
    
    December 31,2010
    
    
    2009(in thousands)Buildings
    
    $
    149,021
    
    
    $
    146,064Machinery and equipment
    
    
    177,217
    
    
    
    174,021326,238
    
    
    
    320,085Less accumulated depreciation
    
    
    (149,304
    )
    
    
    (126,074
    )Net plant and equipment
    
    
    176,934
    
    
    
    194,011Land
    
    
    3,335
    
    
    
    3,306Construction in process
    
    
    986
    
    
    
    2,032Total property, plant and equipment, net
    
    $
    181,255
    
    
    $
    199,349
 Depreciation expense
  Capitalized interest
  Lease agreements
  Note 9  Long-Lived Asset Impairment Charges
    50




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##### Table of Contents



Note 10  Goodwill
    Market Approach
  Income Approach
     Note 11  Investments in and Loans to Joint Ventures
   51




---



##### Table of Contents



For the Years Ended December 31,2010
    
    
    2009(in thousands)Carrying amount of investments in and loans to joint venturesOhio Castings
    
    $
    5,232
    
    
    $
    5,644Axis
    
    
    33,436
    
    
    
    35,511Amtek Railcar
    
    
    9,501
    
    
    
    Total investments in and loans to joint ventures
    
    $
    48,169
    
    
    $
    41,155
  December 31,2010(in thousands)Maximum exposure to loss by joint ventureOhio CastingsInvestment
    
    $
    4,737Loan guarantee 1
    
    
    182Note and accrued interest receivable 2
    
    
    530Total exposure from Ohio Castings
    
    
    5,449AxisInvestment
    
    
    Loans, accrued interest receivable and accrued unused line fee 2
    
    
    35,467Total exposure from Axis
    
    
    35,467Amtek Railcar Investment
    
    
    9,501Total exposure to loss due to joint ventures
    
    $
    50,417
 1
    
    The Company is subject to exposure for the full amount of the loan guaranteed but
only the value of the guarantee is included in investments in and loans to joint ventures on the
consolidated balance sheet.2
    
    Accrued interest receivable is included in interest receivable, due from affiliates
and accrued unused line fee is included in accounts receivable, due from affiliates, not
investments in and loans to joint ventures on the consolidated balance sheet. Ohio Castings
     52




---



##### Table of Contents



December 31,2010
    
    
    2009(in thousands)Financial positionCurrent assets
    
    $
    1,882
    
    
    $
    3,508Property, plant and equipment, net
    
    
    11,219
    
    
    
    12,829Total assets
    
    
    13,101
    
    
    
    16,337Current liabilities
    
    
    492
    
    
    
    2,322Long-term debt
    
    
    1,482
    
    
    
    1,664Total liabilities
    
    
    1,974
    
    
    
    3,986Members equity
    
    
    11,127
    
    
    
    12,351Total liabilities and members equity
    
    $
    13,101
    
    
    $
    16,337
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Results of operationsSales
    
    $
    
    
    
    $
    10,898
    
    
    $
    88,795Gross profit (loss)
    
    
    
    
    
    
    (3,335
    )
    
    
    10,039(Loss) earnings before interest
    
    
    (2,925
    )
    
    
    (5,399
    )
    
    
    5,012(Loss) earnings
    
    $
    (3,025
    )
    
    $
    (5,455
    )
    
    $
    5,321
 Axis
   53




---



##### Table of Contents



54




---



##### Table of Contents



December 31,2010
    
    
    2009(in thousands)Financial positionCurrent assets
    
    $
    7,359
    
    
    $
    4,408Property, plant and equipment, net
    
    
    60,308
    
    
    
    68,952Long-term assets
    
    
    183
    
    
    
    550Total assets
    
    
    67,850
    
    
    
    73,910Current liabilities
    
    
    16,470
    
    
    
    1,988Long-term debt
    
    
    58,430
    
    
    
    64,950Total liabilities
    
    
    74,900
    
    
    
    66,938Members (deficit) equity
    
    
    (7,050
    )
    
    
    6,972Total liabilities and members equity
    
    $
    67,850
    
    
    $
    73,910
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Results of operationsSales
    
    $
    18,926
    
    
    $
    1,927
    
    
    $
    Gross profit (loss)
    
    
    (8,808
    )
    
    
    (8,339
    )
    
    
    Operating loss
    
    
    (9,772
    )
    
    
    (9,140
    )
    
    
    (2,432
    )Loss
    
    $
    (15,022
    )
    
    $
    (12,361
    )
    
    $
    (2,905
    )
   Amtek Railcar
   55




---



##### Table of Contents



December 31,2010(in thousands)Financial positionCurrent assets
    
    $
    9,475Property, plant, and equipment, net
    
    
    20,149Long-term assets
    
    
    40Total assets
    
    
    29,664Current liabilities
    
    
    6,521Long-term debt
    
    
    4,319Long-term liabilities
    
    
    21Total liabilities
    
    
    10,861Members equity
    
    
    18,803Total liabilities and members equity
    
    $
    29,664
  For the Year EndedDecember 31,2010(in thousands)Results of operationsSales
    
    $
    Gross profit
    
    
    Loss before interest income
    
    
    (789
    )Loss
    
    $
    (619
    )
 USRC
  Note 12  Warranties
   56




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##### Table of Contents



For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Liability, beginning of year
    
    $
    1,094
    
    
    $
    2,595
    
    
    $
    2,503Provision for warranties
issued during the year, net
of adjustments
    
    
    1,003
    
    
    
    1,160
    
    
    
    1,391Provision for warranties
issued in previous years,
net of adjustments
    
    
    (208
    )
    
    
    (1,182
    )
    
    
    67Warranty claims
    
    
    (738
    )
    
    
    (1,479
    )
    
    
    (1,366
    )Liability, end of year
    
    $
    1,151
    
    
    $
    1,094
    
    
    $
    2,595
 Note 13  Long-term Debt
 Revolving line of credit
  Unsecured senior fixed rate notes
     57




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##### Table of Contents



Note 14  Income Taxes
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Current:Federal
    
    $
    (14,651
    )
    
    $
    4,739
    
    
    $
    14,290State and local
    
    
    213
    
    
    
    327
    
    
    
    2,465Foreign
    
    
    81
    
    
    
    10
    
    
    
    187Total current
    
    
    (14,357
    )
    
    
    5,076
    
    
    
    16,942DeferredFederal
    
    
    1,209
    
    
    
    1,612
    
    
    
    1,339State and local
    
    
    (1,675
    )
    
    
    (159
    )
    
    
    121Foreign
    
    
    28
    
    
    
    39
    
    
    
    1Total deferred
    
    
    (438
    )
    
    
    1,492
    
    
    
    1,461Total income tax (benefit) expense
    
    $
    (14,795
    )
    
    $
    6,568
    
    
    $
    18,403
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Computed income tax (benefit) expense
    
    $
    (14,630
    )
    
    $
    7,709
    
    
    $
    17,424State and local taxes, net of federal tax expense
    
    
    (950
    )
    
    
    109
    
    
    
    1,681Non-deductible items
    
    
    (107
    )
    
    
    (128
    )
    
    
    (714
    )Valuation allowance
    
    
    714
    
    
    
    
    
    
    
    Adjustments for uncertain tax positions
    
    
    24
    
    
    
    (806
    )
    
    
    101Loss of domestic production activities deduction
due to net operating loss carry back
    
    
    641
    
    
    
    
    
    
    
    Excludable loss from foreign joint venture
    
    
    87
    
    
    
    
    
    
    
    Other, net
    
    
    (574
    )
    
    
    (316
    )
    
    
    (89
    )Total income tax (benefit) expense
    
    $
    (14,795
    )
    
    $
    6,568
    
    
    $
    18,403
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Computed income tax (benefit) expense
    
    
    (35.0
    %)
    
    
    35.0
    %
    
    
    35.0
    %State and local taxes, net of federal tax expense
    
    
    (2.3
    %)
    
    
    0.5
    %
    
    
    3.4
    %Non-deductible items
    
    
    (0.3
    %)
    
    
    (0.6
    %)
    
    
    (1.4
    %)Valuation allowance
    
    
    1.7
    %
    
    
    
    
    
    
    Adjustments for uncertain tax positions
    
    
    (0.1
    %)
    
    
    (3.7
    %)
    
    
    0.2
    %Loss of domestic production activities deduction
due to net operating loss carry back
    
    
    1.5
    %
    
    
    
    
    
    
    Excludable loss from foreign joint venture
    
    
    0.2
    %
    
    
    
    
    
    
    Other, net
    
    
    (1.1
    %)
    
    
    (1.4
    %)
    
    
    (0.2
    %)Effective income tax rate
    
    
    (35.4
    %)
    
    
    29.8
    %
    
    
    37.0
    %
  58




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##### Table of Contents



December 31,2010
    
    
    2009(in thousands)Current deferred tax assetsProvisions not currently deductible
    
    $
    2,667
    
    
    $
    2,018Tax credits
    
    
    536
    
    
    
    Total gross current deferred tax asset
    
    
    3,203
    
    
    
    2,018Valuation allowance
    
    
    (174
    )
    
    
    Total current deferred tax asset
    
    $
    3,029
    
    
    $
    2,018Non-current deferred tax assetsProvisions not currently deductible
    
    
    3,294
    
    
    
    4,271Stock based compensation
    
    
    2,505
    
    
    
    1,346Investments in partnerships
    
    
    
    
    
    
    87Investments in available-for-sale securities
    
    
    
    
    
    
    1,009Net operating loss carryforwards  state
    
    
    1,736
    
    
    
    348Tax credits  state
    
    
    
    
    
    
    258Pensions and post retirement
    
    
    3,220
    
    
    
    3,338Total gross non-current deferred tax asset
    
    
    10,755
    
    
    
    10,657Valuation allowance
    
    
    (582
    )
    
    
    Total deferred tax asset
    
    $
    13,202
    
    
    $
    12,675Current deferred tax liabilityUnrealized gain on financial instruments
    
    $
    
    
    
    $
    Non-current deferred tax liabilitiesInvestment in joint ventures
    
    
    (1,827
    )
    
    
    (781
    )Property, plant and equipment
    
    
    (16,189
    )
    
    
    (16,996
    )Other
    
    
    (95
    )
    
    
    Total deferred tax liability
    
    $
    (18,111
    )
    
    $
    (17,777
    )
  As of December 31,2010
    
    
    2009(in thousands)Current deferred tax assets
    
    $
    3,029
    
    
    $
    2,018Current deferred tax liability
    
    
    
    
    
    
    Current deferred tax assets, net
    
    
    3,029
    
    
    
    2,018Non-current deferred tax assets
    
    
    10,173
    
    
    
    10,657Non-current deferred tax liability
    
    
    (18,111
    )
    
    
    (17,777
    )Non-current deferred tax liability, net
    
    
    (7,938
    )
    
    
    (7,120
    )Current deferred tax asset, net
    
    
    3,029
    
    
    
    2,018Non-current deferred tax liability, net
    
    
    (7,938
    )
    
    
    (7,120
    )Net deferred tax liability
    
    $
    (4,909
    )
    
    $
    (5,102
    )
    59




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##### Table of Contents



Gross unrecognized tax benefits at January 1, 2009
    
    $
    (2,082
    )Increases in tax positions for prior years
    
    
    (371
    )Decreases in tax positions for prior years
    
    
    58Increases in tax positions for current years
    
    
    (594
    )Lapses in statutes
    
    
    965Liability activity, net
    
    
    58Gross unrecognized tax benefits at December 31, 2009
    
    $
    (2,024
    )Increases in tax positions for prior years
    
    
    (110
    )Decreases in tax positions for prior years
    
    
    536Increases in tax positions for current years
    
    
    (9
    )Liability activity, net
    
    
    417Gross unrecognized tax benefits at December 31, 2010
    
    $
    (1,607
    )
   Note 15  Employee Benefit Plans
   60




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##### Table of Contents



Pension Benefits
    
    
    Postretirement Benefits2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands)Change in benefit obligationBenefit obligation  Beginning of year
    
    $
    18,414
    
    
    $
    17,080
    
    
    $
    83
    
    
    $
    2,750Service cost
    
    
    267
    
    
    
    235
    
    
    
    1
    
    
    
    47Interest cost
    
    
    1,025
    
    
    
    1,034
    
    
    
    5
    
    
    
    151Adjustment to benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,750
    )Actuarial loss (gain)
    
    
    1,427
    
    
    
    1,232
    
    
    
    1
    
    
    
    (2
    )Assumed administrative expenses
    
    
    (147
    )
    
    
    (143
    )
    
    
    
    
    
    
    Retiree contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (113
    )Benefits paid
    
    
    (1,064
    )
    
    
    (1,024
    )
    
    
    
    
    
    
    Benefit obligation  End of year
    
    $
    19,922
    
    
    $
    18,414
    
    
    $
    90
    
    
    $
    83Change in plan assetsPlan assets  Beginning of year
    
    $
    12,105
    
    
    $
    10,695
    
    
    $
    
    
    
    $
    Actual return on plan assets
    
    
    1,639
    
    
    
    1,962
    
    
    
    
    
    
    
    Administrative expenses
    
    
    (170
    )
    
    
    (146
    )
    
    
    
    
    
    
    Employer contributions
    
    
    684
    
    
    
    618
    
    
    
    
    
    
    
    Benefits paid
    
    
    (1,064
    )
    
    
    (1,024
    )
    
    
    
    
    
    
    Plan assets at fair value  End of year
    
    $
    13,194
    
    
    $
    12,105
    
    
    $
    
    
    
    $
    Funded statusBenefit obligation in excess of plan assets at December 31,
    
    $
    (6,728
    )
    
    $
    (6,309
    )
    
    $
    (90
    )
    
    $
    (83
    )
  Pension Benefits
    
    
    Postretirement Benefits2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands)Accrued benefit liability  short term
    
    $
    (108
    )
    
    $
    (111
    )
    
    $
    (3
    )
    
    $
    (3
    )Accrued benefit liability  long term
    
    
    (6,620
    )
    
    
    (6,198
    )
    
    
    (87
    )
    
    
    (80
    )Net liability recognized at December 31,
    
    $
    (6,728
    )
    
    $
    (6,309
    )
    
    $
    (90
    )
    
    $
    (83
    )Net actuarial (loss) gain
    
    $
    (5,530
    )
    
    $
    (5,178
    )
    
    $
    1,003
    
    
    $
    1,104Net prior service (cost) credit
    
    
    (57
    )
    
    
    (123
    )
    
    
    2,871
    
    
    
    3,262Accumulated other comprehensive (loss)
income pre-tax at December 31,
    
    $
    (5,587
    )
    
    $
    (5,301
    )
    
    $
    3,874
    
    
    $
    4,366
  61




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##### Table of Contents



Pension Benefits
    
    
    Postretirement Benefits2010
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009
    
    
    2008(in thousands)Components of net periodic benefit costService cost
    
    $
    267
    
    
    $
    235
    
    
    $
    371
    
    
    $
    1
    
    
    $
    47
    
    
    $
    62Interest cost
    
    
    1,025
    
    
    
    1,034
    
    
    
    1,271
    
    
    
    5
    
    
    
    151
    
    
    
    231Expected return on plan assets
    
    
    (885
    )
    
    
    (757
    )
    
    
    (1,359
    )
    
    
    
    
    
    
    
    
    
    
    Curtailment loss
    
    
    57
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Recognized actuarial loss (gain)
    
    
    345
    
    
    
    368
    
    
    
    213
    
    
    
    (100
    )
    
    
    (92
    )
    
    
    (46
    )Amortization of prior service cost (gain)
    
    
    7
    
    
    
    14
    
    
    
    18
    
    
    
    (391
    )
    
    
    (85
    )
    
    
    18Total net periodic benefit cost
    
    $
    816
    
    
    $
    894
    
    
    $
    514
    
    
    $
    (485
    )
    
    $
    21
    
    
    $
    265
 Additional information
  PostretirementPension Benefits
    
    
    Benefits(in thousands)2011
    
    $
    1,078
    
    
    $
    32012
    
    
    1,078
    
    
    
    42013
    
    
    1,095
    
    
    
    42014
    
    
    1,129
    
    
    
    42015
    
    
    1,152
    
    
    
    52016 and thereafter
    
    
    6,419
    
    
    
    29Total
    
    $
    11,951
    
    
    $
    49
   Discount rates
  Expected return on plan assets
   62




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##### Table of Contents



Mortality and retirement rates
   Pension Benefits
    
    
    Postretirement Benefits2010
    
    
    2009
    
    
    2010
    
    
    2009Discount rate
    
    
    5.25
    %
    
    
    5.75
    %
    
    
    5.31
    %
    
    
    5.83
    %
  2010
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009
    
    
    2008Discount rate
    
    
    5.75
    %
    
    
    6.25
    %
    
    
    6.25
    %
    
    
    5.31
    %
    
    
    5.83
    %
    
    
    6.30
    %Expected return on plan assets
    
    
    7.50
    %
    
    
    7.25
    %
    
    
    8.00
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
  PercentageLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    of Total($ in thousands)Asset CategoryCash and cash equivalents
    
    $
    355
    
    
    $
    
    
    
    $
    
    
    
    $
    355
    
    
    
    3
    %EquitiesLarge cap value equity
    
    
    1,109
    
    
    
    
    
    
    
    
    
    
    
    1,109
    
    
    
    8
    %Mid cap growth equity
    
    
    237
    
    
    
    
    
    
    
    
    
    
    
    237
    
    
    
    2
    %Mid cap value equity
    
    
    173
    
    
    
    
    
    
    
    
    
    
    
    173
    
    
    
    1
    %Small cap value equity
    
    
    294
    
    
    
    
    
    
    
    
    
    
    
    294
    
    
    
    2
    %International growth equity
    
    
    620
    
    
    
    
    
    
    
    
    
    
    
    620
    
    
    
    5
    %FundsLarge cap growth equity
    
    
    
    
    
    
    1,228
    
    
    
    
    
    
    
    1,228
    
    
    
    9
    %Small cap growth equity
    
    
    
    
    
    
    327
    
    
    
    
    
    
    
    327
    
    
    
    2
    %International value equity
    
    
    658
    
    
    
    
    
    
    
    
    
    
    
    658
    
    
    
    5
    %International markets core equity
    
    
    547
    
    
    
    
    
    
    
    
    
    
    
    547
    
    
    
    4
    %Large cap enhanced core equity
    
    
    
    
    
    
    2,200
    
    
    
    
    
    
    
    2,200
    
    
    
    17
    %High yield
    
    
    532
    
    
    
    
    
    
    
    
    
    
    
    532
    
    
    
    4
    %Core bond
    
    
    
    
    
    
    1,895
    
    
    
    
    
    
    
    1,895
    
    
    
    14
    %International bond
    
    
    518
    
    
    
    
    
    
    
    
    
    
    
    518
    
    
    
    4
    %Fixed income
    
    
    736
    
    
    
    
    
    
    
    
    
    
    
    736
    
    
    
    6
    %Commodity
    
    
    681
    
    
    
    
    
    
    
    
    
    
    
    681
    
    
    
    5
    %Debt securitiesUS Treasury bonds
    
    
    693
    
    
    
    
    
    
    
    
    
    
    
    693
    
    
    
    5
    %Asset backed securities
    
    
    
    
    
    
    391
    
    
    
    
    
    
    
    391
    
    
    
    3
    %$
    7,153
    
    
    $
    6,041
    
    
    $
    
    
    
    $
    13,194
    
    
    
    100
    %
  63




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##### Table of Contents



PercentageLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    of Total($ in thousands)Asset CategoryCash and cash equivalents
    
    $
    293
    
    
    $
    
    
    
    $
    
    
    
    $
    293
    
    
    
    2
    %EquitiesLarge cap value equity
    
    
    606
    
    
    
    
    
    
    
    
    
    
    
    606
    
    
    
    5
    %Small cap value equity
    
    
    497
    
    
    
    
    
    
    
    
    
    
    
    497
    
    
    
    4
    %International growth equity
    
    
    581
    
    
    
    
    
    
    
    
    
    
    
    581
    
    
    
    5
    %International value equity
    
    
    505
    
    
    
    
    
    
    
    
    
    
    
    505
    
    
    
    4
    %FundsLarge cap growth equity
    
    
    
    
    
    
    666
    
    
    
    
    
    
    
    666
    
    
    
    6
    %Small cap growth equity
    
    
    
    
    
    
    423
    
    
    
    
    
    
    
    423
    
    
    
    3
    %Core equity
    
    
    
    
    
    
    2,902
    
    
    
    
    
    
    
    2,902
    
    
    
    24
    %High yield
    
    
    672
    
    
    
    
    
    
    
    
    
    
    
    672
    
    
    
    6
    %Core bond
    
    
    
    
    
    
    4,960
    
    
    
    
    
    
    
    4,960
    
    
    
    41
    %$
    3,154
    
    
    $
    8,951
    
    
    $
    
    
    
    $
    12,105
    
    
    
    100
    %
    Note 16  Commitments and Contingencies
  2011
    
    $
    1,0832012
    
    
    9562013
    
    
    1,0912014
    
    
    1,1792015
    
    
    1,1752016 and thereafter
    
    
    7,597Total
    
    $
    13,081
  64




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##### Table of Contents



Nicole Lerma v. American Railcar
Industries, Inc., .
    65




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##### Table of Contents



Note 17  (Loss) Earnings per Share
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Weighted average basic common shares outstanding
    
    
    21,302,488
    
    
    
    21,302,296
    
    
    
    21,302,296Dilutive effect of employee stock options
    
    
    
    (1)
    
    
    
    (2)
    
    
    
    (2)Weighted average diluted common shares outstanding
    
    
    21,302,488
    
    
    
    21,302,296
    
    
    
    21,302,296
 (1)
    
    Stock options to purchase 376,353 shares of common stock were not included in the
calculation for diluted loss per share for the year ended December 31, 2010. These options were
excluded as the exercise price exceeded the average market price and because ARI reported a net
loss for 2010. Refer to Note 18 for further discussion of these stock options.(2)
    
    Stock options to purchase 390,353 shares of common stock were not included in the calculation
for diluted earnings per share for the years ended December 31, 2009 and 2008. These options were
excluded as the exercise price exceeded the average market price for 2009 and 2008. Refer to Note
18 for further discussion of these stock options. Note 18  Stock Based Compensation
    For the Years EndedDecember 31,2010
    
    
    2009
    
    
    2008($ in thousands)Stock based compensation expense:Cost of revenue: manufacturing operations
    
    $
    1,190
    
    
    $
    237
    
    
    $
    28Cost of revenue: railcar services
    
    
    202
    
    
    
    42
    
    
    
    (2
    )Selling, administrative and other
    
    
    3,966
    
    
    
    895
    
    
    
    36Total stock based compensation expense
    
    $
    5,358
    
    
    $
    1,174
    
    
    $
    62
   66




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##### Table of Contents



Stock options
      WeightedWeighted
    
    
    AverageWeighted
    
    
    Average
    
    
    Grant-date
    
    
    AggregateShares
    
    
    Average
    
    
    Remaining
    
    
    Fair Value of
    
    
    IntrinsicCovered by
    
    
    Exercise
    
    
    Contractual
    
    
    Options
    
    
    ValueOptions
    
    
    Price
    
    
    Life
    
    
    Granted
    
    
    ($000)January 1, 2008
    
    
    465,353
    
    
    $
    23.37Cancelled in 2008
    
    
    (75,000
    )Outstanding at December 31, 2008 and 2009
    
    
    390,353
    
    
    $
    21.00
    
    
    
    
    
    
    $
    7.28Exercised in 2010
    
    
    (14,000
    )Outstanding at December 31, 2010
    
    
    376,353
    
    
    $
    21.00
    
    
    Less than 1 month
    
    $
    7.28
    
    
    $
    425
    (1)Exercisable at December 31, 2010
    
    
    376,353
    
    
    $
    21.00
    
    
    Less than 1 month
    
    $
    7.28
    
    
    $
    425
    (1)
 (1)
    
     Options to purchase 376,353 shares, of which all were exercisable, of the Companys
common stock had an exercise price that was below market price, based on the closing market price
of $22.13 for a share of the Companys common stock on the last business day of the year ended
December 31, 2010.     67




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##### Table of Contents



Stock appreciation rights
      2010 Grants
    
    2009 Grant
    
    2008 Grants
    
    2007 GrantGrant date
    
    3/31/2010 &
    
    
    
    4/28/2008 &5/14/2010
    
    3/3/2009
    
    9/12/2008
    
    4/4/2007# SARs outstanding at December 31, 2010
    
    236,750
    
    285,600
    
    176,853
    
    12,150Weighted average exercise price
    
    $12.95
    
    $6.71
    
    $20.81
    
    $29.49Contractual term
    
    7 years
    
    7 years
    
    7 years
    
    7 yearsDecember 31, 2010 SARs black scholes
valuation components:Stock volatility range
    
    60.5%  65.3%
    
    65.3%  70.3%
    
    60.4%  70.3%
    
    49.2%  60.4%Expected life range
    
    3.3  4.3 years
    
    2.6  3.7 years
    
    2.2  3.2 years
    
    1.6  1.8 yearsRisk free interest rate range
    
    1.0%  2.0%
    
    1.0%
    
    0.6%  1.0%
    
    0.6%Dividend yield
    
    0.0%
    
    0.0%
    
    0.0%
    
    0.0%Forfeiture rate
    
    2.0%
    
    2.0%
    
    2.0%
    
    2.0%
   68




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##### Table of Contents



WeightedStock
    
    
    Weighted
    
    
    Average
    
    
    
    
    
    
    AggregateAppreciation
    
    
    Average
    
    
    Remaining
    
    
    Weighted
    
    
    IntrinsicRights
    
    
    Exercise
    
    
    Contractual
    
    
    Average Fair
    
    
    Value(SARs)
    
    
    Price
    
    
    Life
    
    
    Value of SARs
    
    
    ($000)January 1, 2008
    
    
    275,300
    
    
    $
    29.49Granted
    
    
    274,400
    
    
    $
    20.81Cancelled/Forfeited (1)
    
    
    (43,674
    )Outstanding at December 31, 2008
    
    
    506,026
    
    
    $
    25.18Granted
    
    
    306,100
    
    
    $
    6.71Cancelled/Forfeited (1)
    
    
    (23,576
    )Outstanding at December 31, 2009
    
    
    788,550
    
    
    $
    18.13Granted
    
    
    236,750
    
    
    $
    12.95Cancelled/Forfeited (1)
    
    
    (295,022
    )Exercised
    
    
    (18,925
    )Outstanding at December 31, 2010
    
    
    711,353
    
    
    $
    12.68
    
    
    60 months
    
    $
    13.24
    
    
    $
    6,811
    (2)Exercisable at December 31, 2010
    
    
    149,100
    
    
    $
    15.91
    
    
    55 months
    
    $
    11.43
    
    
    $
    996
    (3)
 (1)
    
      Of the SARs granted in 2008, 13,122, 19,376 and 19,374 were forfeited in 2010, 2009 and
2008, respectively, due to the closing price of the Companys common stock not achieving a
specified price target for twenty trading days during any sixty day trading day period.(2)
    
      SARs granted in 2007 with an exercise price of $29.49 have no intrinsic value based on the
closing market price of $22.13 for a share of the Companys common stock on the last business day
of the year ended December 31, 2010. However, the SARs granted in 2010 with an exercise price of
$12.16 and $14.12, those granted in 2009 with an exercise price of $6.71 and those granted in 2008
with an exercise price of $20.88 and $16.46 have an intrinsic value of $6.8 million based on the
closing market price for 2010.(3)
    
      SARs granted in 2007 with an exercise price of $29.49 have no intrinsic value based on the
closing market price of $22.13 for a share of the Companys common stock on the last business day
of the year ended December 31, 2010. However, the SARs granted in 2009 with an exercise price of
$6.71 and those granted in 2008 with an exercise price of $20.88 and $16.46 have an intrinsic value
of $1.0 million based on the closing market price for 2010.   Note 19  Common Stock
    69




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##### Table of Contents



Note 20  Related Party Transactions
 Agreements with ACF
  Manufacturing services agreement
  Supply agreement
  Railcar manufacturing agreement
   Asset Purchase Agreement
   Other agreements
    70




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##### Table of Contents



Agreements with ARL
  Railcar servicing agreement and fleet services agreement
  Services agreement, separation agreement and rent and building services extension agreement
     Trademark license agreement
  Sales contracts
  Agreements with other affiliated parties
   71




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##### Table of Contents



72




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##### Table of Contents



Financial information for transactions with affiliates
       73




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##### Table of Contents



Note 21  Operating Segment and Sales/Credit Concentrations
  As of and for the year ended
    
    Manufacturing
    
    
    Railcar
    
    
    Corporate &December 31, 2010
    
    Operations
    
    
    Services
    
    
    all other
    
    
    Eliminations
    
    
    Totals(in thousands)Revenues from external customers
    
    $
    206,094
    
    
    $
    67,469
    
    
    $
    
    
    
    $
    
    
    
    $
    273,563Intersegment revenues
    
    
    998
    
    
    
    281
    
    
    
    
    
    
    
    (1,279
    )
    
    
    Cost of revenue  external customers
    
    
    (210,269
    )
    
    
    (54,353
    )
    
    
    
    
    
    
    
    
    
    
    (264,622
    )Cost of intersegment revenue
    
    
    (748
    )
    
    
    (255
    )
    
    
    
    
    
    
    1,003
    
    
    
    Gross profit (loss)
    
    
    (3,925
    )
    
    
    13,142
    
    
    
    
    
    
    
    (276
    )
    
    
    8,941Selling, administration and other
    
    
    (5,610
    )
    
    
    (2,207
    )
    
    
    (17,774
    )
    
    
    
    
    
    
    (25,591
    )Earnings (loss) from operations
    
    $
    (9,535
    )
    
    $
    10,935
    
    
    $
    (17,774
    )
    
    $
    (276
    )
    
    $
    (16,650
    )Total assets
    
    $
    281,779
    
    
    $
    49,133
    
    
    $
    323,455
    
    
    $
    
    
    
    $
    654,367Capital expenditures
    
    
    3,753
    
    
    
    2,084
    
    
    
    307
    
    
    
    
    
    
    
    6,144Depreciation and amortization
    
    
    19,603
    
    
    
    2,816
    
    
    
    1,877
    
    
    
    
    
    
    
    24,296
 As of and for the year ended
    
    Manufacturing
    
    
    Railcar
    
    
    Corporate &December 31, 2009
    
    Operations
    
    
    Services
    
    
    all other
    
    
    Eliminations
    
    
    Totals(in thousands)Revenues from external customers
    
    $
    365,329
    
    
    $
    58,102
    
    
    $
    
    
    
    $
    
    
    
    $
    423,431Intersegment revenues
    
    
    1,303
    
    
    
    109
    
    
    
    
    
    
    
    (1,412
    )
    
    
    Cost of revenue  external customers
    
    
    (329,025
    )
    
    
    (47,015
    )
    
    
    
    
    
    
    
    
    
    
    (376,040
    )Cost of intersegment revenue
    
    
    (1,066
    )
    
    
    (102
    )
    
    
    
    
    
    
    1,168
    
    
    
    Gross profit (loss)
    
    
    36,541
    
    
    
    11,094
    
    
    
    
    
    
    
    (244
    )
    
    
    47,391Selling, administration and other
    
    
    (7,051
    )
    
    
    (2,177
    )
    
    
    (15,913
    )
    
    
    
    
    
    
    (25,141
    )Earnings (loss) from operations
    
    $
    29,490
    
    
    $
    8,917
    
    
    $
    (15,913
    )
    
    $
    (244
    )
    
    $
    22,250Total assets
    
    $
    271,862
    
    
    $
    47,283
    
    
    $
    345,219
    
    
    $
    
    
    
    $
    664,364Capital expenditures
    
    
    3,823
    
    
    
    10,711
    
    
    
    513
    
    
    
    
    
    
    
    15,047Depreciation and amortization
    
    
    19,929
    
    
    
    2,395
    
    
    
    1,799
    
    
    
    
    
    
    
    24,123
 As of and for the year ended
    
    Manufacturing
    
    
    Railcar
    
    
    Corporate &December 31, 2008
    
    Operations
    
    
    Services
    
    
    all other
    
    
    Eliminations
    
    
    Totals(in thousands)Revenues from external customers
    
    $
    757,505
    
    
    $
    51,301
    
    
    $
    
    
    
    $
    
    
    
    $
    808,806Intersegment revenues
    
    
    717
    
    
    
    148
    
    
    
    
    
    
    
    (865
    )
    
    
    Cost of revenue  external customers
    
    
    (682,744
    )
    
    
    (41,653
    )
    
    
    
    
    
    
    
    
    
    
    (724,397
    )Cost of intersegment revenue
    
    
    (580
    )
    
    
    (122
    )
    
    
    
    
    
    
    702
    
    
    
    Gross profit (loss)
    
    
    74,898
    
    
    
    9,674
    
    
    
    
    
    
    
    (163
    )
    
    
    84,409Selling, administration and other
    
    
    (7,655
    )
    
    
    (2,551
    )
    
    
    (16,329
    )
    
    
    
    
    
    
    (26,535
    )Earnings (loss) from operations
    
    $
    67,243
    
    
    $
    7,123
    
    
    $
    (16,329
    )
    
    $
    (163
    )
    
    $
    57,874Total assets
    
    $
    351,037
    
    
    $
    40,246
    
    
    $
    288,371
    
    
    $
    
    
    
    $
    679,654Capital expenditures
    
    
    42,163
    
    
    
    7,396
    
    
    
    2,874
    
    
    
    
    
    
    
    52,433Depreciation and amortization
    
    
    17,513
    
    
    
    2,086
    
    
    
    1,361
    
    
    
    
    
    
    
    20,960
  74




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##### Table of Contents



Manufacturing Operations
     Railcar Services
  Note 22  Supplemental Cash Flow Information
       75




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##### Table of Contents



Note 23  Selected Quarterly Financial Data (unaudited)
 First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    Year toquarter
    
    
    quarter
    
    
    quarter
    
    
    quarter
    
    
    Date(in thousands, except per share data)2010Sales
    
    $
    52,311
    
    
    $
    61,165
    
    
    $
    64,797
    
    
    $
    95,290
    
    
    $
    273,563Gross profit
    
    
    956
    
    
    
    2,570
    
    
    
    2,290
    
    
    
    3,125
    
    
    
    8,941Net loss
    
    
    (7,023
    )
    
    
    (5,882
    )
    
    
    (6,252
    )
    
    
    (7,849
    )
    
    
    (27,006
    )Net loss per share-basic and diluted
    
    $
    (0.33
    )
    
    $
    (0.28
    )
    
    $
    (0.29
    )
    
    $
    (0.37
    )
    
    $
    (1.27
    )
 First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    Year toquarter
    
    
    quarter
    
    
    quarter
    
    
    quarter
    
    
    Date(in thousands, except per share data)2009Sales
    
    $
    156,947
    
    
    $
    109,926
    
    
    $
    78,098
    
    
    $
    78,460
    
    
    $
    423,431Gross profit
    
    
    16,377
    
    
    
    12,809
    
    
    
    8,810
    
    
    
    9,395
    
    
    
    47,391Net earnings
    
    
    2,726
    
    
    
    1,132
    
    
    
    1,092
    
    
    
    10,508
    
    
    
    15,458Net earnings per share-basic and diluted
    
    $
    0.13
    
    
    $
    0.05
    
    
    $
    0.05
    
    
    $
    0.50
    
    
    $
    0.73
 Note 24  Subsequent Event
   76




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##### Table of Contents



Item 9:
    
    Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A:
    
    Controls and Procedures
 Disclosure Controls and Procedures
  Changes in Internal Controls
  Managements Report on Internal Control over Financial Reporting
   Internal Control 
Integrated Framework.
  
 Item 9B:
    
    Other Information
    77




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##### Table of Contents



PART III
 
 Item 10:
    
    Directors, Executive Officers and Corporate Governance of the Registrant
   
 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 Accountant Fees and Services
  
 Part IV
 
 Item 15:
    
    Exhibits and Financial Statement Schedules
      78




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##### Table of Contents



Signatures
  American Railcar Industries, Inc.Date: March 1, 2011
    By:
    /s/ James CowanName:
    James CowanTitle:
    President and Chief Executive Officer Signature
    
    Title
    
    Date/s/ James Cowan

Name: James Cowan
    
    President and Chief Executive Officer
(principal executive officer)
    
    March 1, 2011/s/ Dale C. Davies

Name: Dale C. Davies
    
    Senior Vice President, Chief Financial
Officer (principal financial officer) and Treasurer
    
    March 1, 2011/s/ Michael E. Vaughn

Name: Michael E. Vaughn
    
    Vice President and Corporate Controller
(principal accounting officer)
    
    March 1, 2011/s/ James J. Unger
    
    Vice Chairman of our Board of Directors
    
    March 1, 2011Name: James J. Unger/s/ Vincent J. Intrieri
    
    Director
    
    March 1, 2011Name: Vincent J. Intrieri/s/ Stephen Mongillo
    
    Director
    
    March 1, 2011Name: Stephen Mongillo/s/ James Pontious
    
    Director
    
    March 1, 2011Name: James Pontious/s/ J. Mike Laisure
    
    Director
    
    March 1, 2011Name: J. Mike Laisure/s/ Brett Icahn
    
    Director
    
    March 1, 2011Name: Brett Icahn/s/ Harold First
    
    Director
    
    March 1, 2011Name: Harold First/s/ Hunter Gary
    
    Director
    
    March 1, 2011Name: Hunter Gary
  79




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##### Table of Contents



Exhibit index
 Exhibit No.

    
    Description of Exhibit2.1
    
    
    Agreement and Plan of Merger between American Railcar Industries, Inc. (Missouri) and
American Railcar Industries, Inc. (Delaware) (incorporated by reference to Exhibit 2.1 to
ARIs Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with
the SEC on March 28, 2006).2.2
    
    
    Stock Purchase Agreement dated March 24, 2006 between Steel Technologies, Inc. and ARI
Acquisition Sub joined in by American Railcar Industries (incorporated by reference to
Exhibit 2.2 to ARIs Current Report on Form 8-K, filed with the SEC on March 28, 2006).2.3
    
    
    Agreement and Plan of Merger between American Railcar Industries, Inc., a Delaware
corporation, and American Railcar Industries, Inc., a North Dakota corporation,
(incorporated by reference to Exhibit 2.1 to ARIs Current Report on Form 8-K, filed with
the SEC on June 30, 2009).3.1
    
    
    Amended and Restated Articles of Incorporation of American Railcar Industries, Inc., a
North Dakota corporation (incorporated by reference to Exhibit 3.1 to ARIs Current
Report on Form 8-K, filed with the SEC on June 30, 2009).3.2
    
    
    Bylaws of American Railcar Industries, Inc., a North Dakota corporation (incorporated by
reference to Exhibit 3.2 to ARIs Current Report on Form 8-K, filed with the SEC on June
30, 2009).4.1
    
    
    Specimen Common Stock Certificate of American Railcar Industries, Inc., a North Dakota
corporation (incorporated by reference to Exhibit 4.2 to ARIs Current Report on Form
8-K, filed with the SEC on June 30, 2009).4.2
    
    
    Indenture (Including the form of note), Dated as of February 28, 2007 (incorporated by
reference to Exhibit 4.2 to ARIs Current Report on Form 8-K, filed with the SEC on March
1, 2007).4.3
    
    
    First Supplemental Indenture, Dated as of June 30, 2009 (incorporated by reference to
Exhibit 4.1 to ARIs Current Report on Form 8-K, filed with the SEC of June 30, 2009).9.1
    
    
    Voting Agreement dated as of December 8, 2005 by and between MODAL LLC and the Foundation
for a Greater Opportunity (incorporated by reference to Exhibit 9.1 to ARIs Registration
Statement on Form S-1, Amendment No. 1, filed with the SEC on January 4, 2006).10.1
    
    
    Asset Transfer Agreement dated as of October 1, 1994 by and among ACF Industries,
Incorporated, American Railcar Industries, Inc. and Carl Icahn (incorporated by reference
to Exhibit 10.1 to ARIs Registration Statement on Form S-1, filed with the SEC on
December 13, 2005).10.2
    
    
    License Agreement dated as of October 1, 1994 by and between ACF Industries, Incorporated
and American Railcar Industries, Inc. as Licensee (incorporated by reference to Exhibit
10.2 to ARIs Registration Statement on Form S-1, filed with the SEC on December 13,
2005).10.3
    
    
    License Agreement dated as of October 1, 1994 by and between American Railcar Industries,
Inc. and ACF Industries, Incorporated as Licensee (incorporated by reference to Exhibit
10.3 to ARIs Registration Statement on Form S-1, filed with the SEC on December 13,
2005).10.4
    
    
    Manufacturing Services Agreement dated as of October 1, 1994 between ACF Industries,
Incorporated and American Railcar Industries, Inc., as ratified and amended on June 30,
2005 (incorporated by reference to Exhibit 10.4 to ARIs Registration Statement on Form
S-1, filed with the SEC on December 13, 2005).10.5
    
    
    Business Consultation Agreement for Engineering Services between ACF Industries LLC and
American Railcar Industries, Inc. (incorporated by reference to Exhibit 10.7 to ARIs
Registration Statement on Form S-1, filed with the SEC on December 13, 2005).10.6
    
    
    Amended and Restated Services Agreement
dated as of June 30, 2005 between
American Railcar Leasing LLC and American
Railcar Industries, Inc. (incorporated by
reference to Exhibit 10.12 to ARIs
Registration Statement on Form S-1, filed
10.6 with the SEC on December 13, 2005).
  80




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Exhibit No.

    
    Description of Exhibit10.7
    
    
    Indenture of Lease between St. Charles Properties and ACF Industries, Incorporated for the property located at Clark and Second Streets, St.
Charles, MO, dated March 1, 2001 together with the Assignment and Assumption of Lease dated April 1, 2005 among ACF Industries LLC (as successor to
ACF Industries, Incorporated), American Railcar Industries, Inc. and St. Charles Properties (incorporated by reference to Exhibit 10.13 to ARIs
Registration Statement on Form S-1, filed with the SEC on December 13, 2005).10.8
    
    
    Assignment and Assumption, Novation and Release dated as of June 30, 2005 by and between ACF Industries Holding, Inc., American Railcar Industries,
Inc., Gunderson Specialty Products, Inc., Gunderson, Inc., Castings, LLC, ASF-Keystone, Inc., Amsted Industries Incorporation and Ohio Castings
Company, LLC (incorporated by reference to Exhibit 10.22 to ARIs Registration Statement on Form S-1, filed with the SEC on December 13, 2005).10.9
    
    
    Ohio Castings Company, LLC Amended and Restated Limited Liability Company Agreement, dated as of June 20, 2003 (incorporated by reference to Exhibit
10.25 to ARIs Registration Statement on Form S-1, filed with the SEC on December 13, 2005).10.10
    
    
    Employee Benefit Plan Agreement dated as of December 1, 2005 between American Railcar
Industries, Inc. and ACF Industries LLC (incorporated by reference to Exhibit 10.31 to
ARIs Registration Statement on Form S-1, Amendment No. 1, filed with the SEC on January
4, 2006).10.11
    
    
    Trademark License Agreement dated as of June 30, 2005 by and between American Railcar
Industries, Inc. and American Railcar Leasing LLC (incorporated by reference to Exhibit
10.32 to ARIs Registration Statement on Form S-1, Amendment No. 1, filed with the SEC on
January 4, 2006).10.12
    
    
    Summary Plan Description of Executive Survivor Insurance Plan Program of Insurance
Benefits for Salaried Employees of American Railcar Industries, Inc (incorporated by
reference to Exhibit 10.33 to ARIs Registration Statement on Form S-1, Amendment No. 1,
filed with the SEC on January 4, 2006).10.13
    
    
    Supplemental Executive Retirement Plan of American Railcar Industries, Inc (incorporated
by reference to Exhibit 10.34 to ARIs Annual Report on Form 10-K for the fiscal year
ended December 31, 2005, filed with the SEC on March 28, 2006).10.14
    
    
    American Railcar, Inc. 2005 Equity Incentive Plan, as amended (incorporated by reference
to Exhibit 10.36 to ARIs Quarterly Report on Form 10-Q for the quarter ended March 31,
2006, filed with the SEC on May 15, 2006).10.15
    
    
    Form of Option Agreement, as amended, under American Railcar Industries, Inc. 2005 Equity
Incentive Plan, as amended (incorporated by reference to Exhibit 10.37 to ARIs Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 15,
2006).10.16
    
    
    American Railcar Industries, Inc. 2005 Executive Incentive Plan, as amended (incorporated
by reference to Exhibit 10.38 to ARIs Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006, filed with the SEC on May 15, 2006).10.17
    
    
    Purchase and Sale Agreement dated March 31, 2006 between American Railcar Leasing LLC and
American Railcar Industries, Inc. (incorporated by reference to Exhibit 10.39 to ARIs
Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on
May 15, 2006).10.18
    
    
    Purchase and Sale Agreement dated September 19, 2006 between American Railcar Leasing LLC
and American Railcar Industries, Inc. (incorporated by reference to Exhibit 10.41 to
ARIs Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with
the SEC on November 14, 2006).10.19
    
    
    Wheel Set Component and Finished Wheel Set Storage Agreement dated November 13, 2006 between ACF Industries LLC and American Railcar
Industries, Inc. (incorporated by reference to Exhibit 10.42 to ARIs Quarterly Report on Form 10-Q for the quarter ended September 30,
2006, filed with the SEC on November 14, 2006).
  81




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Exhibit No.

    
    Description of Exhibit10.20
    
    
    Registration Rights Agreement, dated February 28, 2007 (incorporated by reference to Exhibit 10.44 to ARIs Current Report on Form 8-K,
filed with the SEC on March 1, 2007).10.21
    
    
    Employment Agreement with Alan C. Lullman (incorporated by reference to Exhibit 10.44 to ARIs Current Report on Form 8-K, filed with the
SEC on March 30, 2007).10.22
    
    
    ARI/ARL Services Separation Agreement (incorporated by reference to Exhibit 10.45 to ARIs Current Report on Form 8-K, filed with the SEC
on April 5, 2007).10.23
    
    
    Form of Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.46 to ARIs Current Report on Form 8-K, filed with
the SEC on April 10, 2007).10.24
    
    
    Axis, LLC Amended and Restated Limited Liability Company Agreement, dated as of January 25, 2008 (incorporated by reference to Exhibit
10.51 to ARIs Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on February 22, 2008).10.25
    
    
    ARI / ARL Rent and Building Services Extension Agreement, dated as of February 22, 2008 (incorporated by reference to Exhibit 10.52 to
ARIs Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on February 22, 2008).10.26
    
    
    Fleet Services Agreement with American Railcar Leasing, LLC, dated as of February 26, 2008 (incorporated by reference to Exhibit 10.53 to
ARIs Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 12, 2008). 10.27
    
    
    Joint Venture Agreement by and between American Railcar Mauritius II and Amtek Transportation Systems Limited (incorporated by reference
to Exhibit 10.54 to ARIs Current Report on Form wil8-K, filed with the SEC on June 20, 2008).10.28
    
    
    Form of Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.55 to ARIs Quarterly Report on Form 10-Q for the
quarter ended June 30, 2008, filed with the SEC on August 8, 2008).10.29
    
    
    Employment Agreement between American Railcar Industries, Inc. and Dale C. Davies, dated as of September 12, 2008 (incorporated by
reference to Exhibit 10.56 to ARIs Current Report on Form 8-K, filed with the SEC on September 16, 2008).10.30
    
    
    Letter Agreement (Amendment to SARs) (incorporated by reference to Exhibit 10.57 to ARIs Current Report on Form 8-K, filed with the SEC
on April 10, 2009).10.31
    
    
    Form of 2009 Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.58 to ARIs Quarterly Report on Form 10-Q for
the quarter ended March 31, 2009, filed with the SEC on May 8, 2009).10.32
    
    
    Employment Agreement between American Railcar Industries, Inc. and James Cowan dated as of May 8, 2009 (incorporated by reference to
Exhibit 10.59 to ARIs Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 8, 2009).10.33
    
    
    Axis Credit Agreement dated as of December 28, 2007, as amended January 28, 2008, February 29, 2008, March 31, 2008 and August 5, 2009
(incorporated by reference to Exhibit 10.60 to ARIs Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with
the SEC on November 6, 2009). 10.34
    
    
    Master Assignment Agreement dated as of August 5, 2009 (incorporated by reference to Exhibit 10.61 to ARIs Quarterly Report on Form 10-Q
for the quarter ended September 30, 2009, filed with the SEC on November 6, 2009). 10.35
    
    
    Form of 2010 Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.62 to ARIs Quarterly Report on Form 10-Q for
the quarter ended March 31, 2010, filed with the SEC on May 5, 2010).10.36
    
    
    Lease Agreement, dated as of October 29, 2010 (incorporated by reference to Exhibit 10.63 to ARIs Quarterly Report on Form 10-Q for the
quarter ended September 30, 2010, filed with the SEC on November 2, 2010). 
  82




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Exhibit No.

    
    Description of Exhibit12.1
    
    
    Computation of Ratio of Earnings to Fixed Charges.*21.1
    
    
    Subsidiaries of American Railcar Industries, Inc.*23.1
    
    
    Consent of Grant Thornton LLP.*31.1
    
    
    Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer.*31.2
    
    
    Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer.*32.1
    
    
    Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
  *
    
    Filed herewith
    
    Confidential treatment has been requested for the redacted portions of this agreement. A
complete copy of this agreement, including the redacted portions has been filed separately
with the Securities and Exchange Commission.  83