##### 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, 2009
 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
 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
 Yes o No þ
 Yes o No þ
 þ o
 Yes o No o
 o
  Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    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 production slowdowns;
    
    the highly competitive nature of the railcar manufacturing industry;
    
    fluctuating 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;
    
    risks associated with potential joint ventures or acquisitions;
    
    the risk of lack of acceptance of our new railcar offerings by our customers;
    
    the sufficiency of our liquidity and capital resources;
    
    anticipated production schedules for our products and the anticipated financing needs, construction and
production schedules of our joint ventures;
    
    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 C. 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
    
    
    20Item 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
    
    
    37Item 8. Financial Statements and Supplementary Data
    
    
    38Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    77Item 9A. Controls and Procedures
    
    
    77PART IIIItem 10. Directors, Executive Officers and Corporate Governance of the Registrant
    
    
    77Item 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
    
    
    79Exhibit 12.1Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   3




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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 Railcars.Cement loads are heavier than many other loads of comparable volume,
and therefore cement railcars are smaller to compensate for the weight. Consequently, we
can build more cement hopper railcars per day than we can any other hopper railcar that we
manufacture.
 
    
    Plastic Pellet Railcars.These railcars are designed to transport, load and unload
plastic pellets under precise specifications to preserve the purity of the load. Slight
imperfections in the railcars transporting such goods or in the components that load and
unload them can ruin an entire load. If plastic pellets within a load become tainted, the
imperfection will likely persist during the conversion of the plastic pellets into
end-products. 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.
  5




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




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BACKLOG
   Years ended December 31,2009
    
    
    2008Railcar backlog at January 1
    
    
    4,240
    
    
    
    11,930New railcars delivered
    
    
    (3,690
    )
    
    
    (7,970
    )New railcar orders
    
    
    
    
    
    
    280Railcar backlog at December 31
    
    
    550
    
    
    
    4,240Estimated railcar backlog value at end of period (in thousands)(1)
    
    $
    49,501
    
    
    $
    373,062
 (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 customer contracts.  SUPPLIERS AND MATERIALS
    7




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Steel
  Castings
  Wheels and brakes
  Axles
  COMPETITION
    INTELLECTUAL PROPERTY
   8




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EMPLOYEES
  REGULATION
  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 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.
  We operate in a highly competitive industry and we may be unable to compete successfully, which
would materially adversely affect our results of operations.
   10




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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.
  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 or acquisitions 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, or joint ventures that we form, 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.
  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.
   12




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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.
   Uncertainty surrounding acceptance of our new railcar offerings by our customers, and costs
associated with those new offerings, could materially adversely affect our business.
  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.
   Our investment activities are subject to risks that may adversely affect our results of operations,
liquidity and financial condition.
    14




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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.
  Companies affiliated with Mr. Carl C. Icahn are important customers.
   If a sublease provided to us by ARL, an entity controlled by Mr. Carl C. Icahn, is terminated, we
may need to find new headquarters space, which may require us to incur additional costs.
  As a public company, we may have reduced access to resources of, and benefits provided by, entities
affiliated with Mr. Carl C. Icahn.
  We are involved in investigation and remediation activities relating to facilities previously owned
by ACF, which may have a material adverse effect on our business, financial condition and results
of operations if significant liabilities relating to these activities arise and ACF is not able to
honor the obligations.
   15




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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.
  If we face labor shortages or increased labor costs, our growth and results of operations could be
materially adversely affected.
  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.
  Our substantial indebtedness, as a result of the offering 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 and
other indebtedness;
 
    
    increase our vulnerability to general economic and industry conditions;
  16




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
    
    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 increase 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.
    Increasing insurance claims and expenses could lower profitability and increase business risk.
   17




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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.
    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.
   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 C. Icahn through
IELP.
   Mr. Carl C. Icahn exerts significant influence over us and his interests may conflict with the
interest of our other stockholders.
   19




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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
  
 Item 2: Properties
   20




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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
    
    12/31/2010
  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)Bude, Mississippi
    
    Leased
    
    4/30/2010(2)Sarnia, Ontario
    
    Leased
    
    10/31/2026(3)Gonzales, Louisiana
    
    Leased
    
    3/31/2010(4)La Porte, Texas
    
    Leased
    
    5/31/2010(5)Green River, Wyoming
    
    Leased
    
    12/1/2017(6)
 (1)
    
    The facility in Milton, Pennsylvania has been idle since 2003.(2)
    
    The majority of the facility in Bude, Mississippi is subject to a lease from the city that
expires on April 30, 2010. This lease automatically renews on May 1, 2010, 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.(3)
    
    The land this facility is located on is subject to a lease that expires on October 31, 2026
and automatically renews for twenty years.(4)
    
    The land this facility is located on is subject to a lease that expires on March 31, 2010. We
currently intend to renew this lease for three years provided we can reach mutually agreeable
terms.(5)
    
    This property is subject to a lease that expires on May 31, 2010. In conjunction with the
lease, we entered into a separate sales contract to purchase the property at the time the
lease expires.(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
 OCI Chemical Corporation v. American Railcar Industries,
Inc.
 Nicole Lerma v. American Railcar
Industries, Inc.
  
 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, 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
 Year Ended December 31, 2007
    
    High
    
    
    LowQuarter ended March 31, 2007
    
    $
    34.36
    
    
    $
    26.80Quarter ended June 30, 2007
    
    
    43.46
    
    
    
    29.03Quarter ended September 30, 2007
    
    
    42.31
    
    
    
    20.30Quarter ended December 31, 2007
    
    
    24.08
    
    
    
    12.95
  22




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Dividend Policy and Restrictions
  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.
  
  23




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Item 6: Selected Consolidated Financial Data.
  Years ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006(8)
    
    
    2005($ in thousands, except per share data)Consolidated statement of operations data:RevenuesManufacturing operations (1)
    
    $
    365,329
    
    
    $
    757,505
    
    
    $
    648,124
    
    
    $
    597,913
    
    
    $
    564,513Railcar services (2)
    
    
    58,102
    
    
    
    51,301
    
    
    
    50,003
    
    
    
    48,139
    
    
    
    43,647Total revenues
    
    
    423,431
    
    
    
    808,806
    
    
    
    698,127
    
    
    
    646,052
    
    
    
    608,160Cost of revenueManufacturing operations
    
    
    (329,025
    )
    
    
    (682,744
    )
    
    
    (568,023
    )
    
    
    (537,344
    )
    
    
    (518,063
    )Railcar services (3)
    
    
    (47,015
    )
    
    
    (41,653
    )
    
    
    (41,040
    )
    
    
    (38,020
    )
    
    
    (38,041
    )Total cost of revenue
    
    
    (376,040
    )
    
    
    (724,397
    )
    
    
    (609,063
    )
    
    
    (575,364
    )
    
    
    (556,104
    )Gross profit
    
    
    47,391
    
    
    
    84,409
    
    
    
    89,064
    
    
    
    70,688
    
    
    
    52,056Income related to insurance recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,946
    
    
    
    Gain on asset conversion, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,323
    
    
    
    Selling, administrative and other (4)
    
    
    (25,141
    )
    
    
    (26,535
    )
    
    
    (27,379
    )
    
    
    (28,399
    )
    
    
    (25,354
    )Operating earnings
    
    
    22,250
    
    
    
    57,874
    
    
    
    61,685
    
    
    
    56,558
    
    
    
    26,702Interest income (5)
    
    
    6,613
    
    
    
    7,835
    
    
    
    13,829
    
    
    
    1,504
    
    
    
    1,658Interest expense (6)
    
    
    (20,909
    )
    
    
    (20,299
    )
    
    
    (17,027
    )
    
    
    (1,372
    )
    
    
    (4,846
    )Other income
    
    
    20,869
    
    
    
    3,657
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from joint venture
    
    
    (6,797
    )
    
    
    718
    
    
    
    881
    
    
    
    (734
    )
    
    
    610Earnings before income tax expense
    
    
    22,026
    
    
    
    49,785
    
    
    
    59,368
    
    
    
    55,956
    
    
    
    24,124Income tax expense
    
    
    (6,568
    )
    
    
    (18,403
    )
    
    
    (22,104
    )
    
    
    (20,752
    )
    
    
    (9,356
    )Net earnings
    
    $
    15,458
    
    
    $
    31,382
    
    
    $
    37,264
    
    
    $
    35,204
    
    
    $
    14,768Less preferred dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (568
    )
    
    
    (13,251
    )Net earnings available to common shareholders
    
    $
    15,458
    
    
    $
    31,382
    
    
    $
    37,264
    
    
    $
    34,636
    
    
    $
    1,517Weighted average shares outstanding-basic (7)
    
    
    21,302
    
    
    
    21,302
    
    
    
    21,274
    
    
    
    20,667
    
    
    
    11,147Net earnings per common share-basic (7)
    
    $
    0.73
    
    
    $
    1.47
    
    
    $
    1.75
    
    
    $
    1.68
    
    
    $
    0.14Weighted average shares outstanding-diluted (7)
    
    
    21,302
    
    
    
    21,302
    
    
    
    21,357
    
    
    
    20,733
    
    
    
    11,147Net earnings per common share-diluted (7)
    
    $
    0.73
    
    
    $
    1.47
    
    
    $
    1.74
    
    
    $
    1.67
    
    
    $
    0.14Dividends declared per common share
    
    $
    0.06
    
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    0.12
    
    
    
    Consolidated balance sheet data (at year end):Cash and cash equivalents
    
    $
    347,290
    
    
    $
    291,788
    
    
    $
    303,882
    
    
    $
    40,922
    
    
    $
    28,692Net working capital
    
    
    374,965
    
    
    
    376,106
    
    
    
    380,111
    
    
    
    126,086
    
    
    
    25,768Net property, plant and equipment
    
    
    199,349
    
    
    
    206,936
    
    
    
    175,166
    
    
    
    130,293
    
    
    
    92,985Total assets
    
    
    664,364
    
    
    
    679,654
    
    
    
    654,384
    
    
    
    338,926
    
    
    
    268,580Total liabilities
    
    
    328,724
    
    
    
    364,929
    
    
    
    363,396
    
    
    
    88,746
    
    
    
    161,820Total shareholders equity
    
    
    335,640
    
    
    
    314,725
    
    
    
    290,988
    
    
    
    250,180
    
    
    
    106,760Consolidated cash flow data:Net cash provided by operating activities
    
    $
    84,143
    
    
    $
    44,603
    
    
    $
    60,219
    
    
    $
    29,967
    
    
    $
    41,571Net cash used in investing activities
    
    
    (26,842
    )
    
    
    (54,110
    )
    
    
    (67,434
    )
    
    
    (51,704
    )
    
    
    (22,580
    )Net cash (used in) provided by financing activities
    
    
    (1,917
    )
    
    
    (2,564
    )
    
    
    270,164
    
    
    
    33,967
    
    
    
    2,758Effect of exchange rate changes on cash and cash
equivalents
    
    
    118
    
    
    
    (23
    )
    
    
    11
    
    
    
    
    
    
    
    
  24




---



##### Table of Contents



(1)
    
    Includes revenues from transactions with affiliates of $105.2 million, $182.8 million, $140.2
million, $50.0 million and $47.2 million in 2009, 2008, 2007, 2006 and 2005, respectively.(2)
    
    Includes revenues from transactions with affiliates of $14.4 million, $15.3 million, $16.0
million, $18.9 million and $20.6 million in 2009, 2008, 2007, 2006 and 2005, respectively.(3)
    
    2005 includes $2.0 million charge for pension settlement.(4)
    
    Includes costs from transactions with affiliates of $0.6 million, $0.6 million, $0.6 million,
$2.0 million and $2.0 million in 2009, 2008, 2007, 2006 and 2005, respectively. 2005 includes
$8.9 million charge for pension settlement.(5)
    
    Includes interest income from affiliates of $1.0 million in 2009 and less than $0.1 million
in 2008, 2007 and 2006 and $1.0 million in 2005.(6)
    
    Includes interest expense to affiliates of zero, zero, zero, $0.1 million and $2.1 million in
2009, 2008, 2007, 2006 and 2005, respectively.(7)
    
    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.(8)
    
    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 31,2009
    
    
    2008
    
    
    2007RevenuesManufacturing operations
    
    
    86.3
    %
    
    
    93.7
    %
    
    
    92.8
    %Railcar services
    
    
    13.7
    %
    
    
    6.3
    %
    
    
    7.2
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenueManufacturing operations
    
    
    (77.7
    %)
    
    
    (84.4
    %)
    
    
    (81.4
    %)Railcar services
    
    
    (11.1
    %)
    
    
    (5.2
    %)
    
    
    (5.9
    %)Total cost of revenue
    
    
    (88.8
    %)
    
    
    (89.6
    %)
    
    
    (87.3
    %)Gross profit
    
    
    11.2
    %
    
    
    10.4
    %
    
    
    12.7
    %Selling, administrative and other expenses
    
    
    (5.9
    %)
    
    
    (3.3
    %)
    
    
    (3.9
    %)Earnings from operations
    
    
    5.3
    %
    
    
    7.1
    %
    
    
    8.8
    %Interest income
    
    
    1.6
    %
    
    
    1.0
    %
    
    
    2.0
    %Interest expense
    
    
    (4.9
    %)
    
    
    (2.5
    %)
    
    
    (2.4
    %)Other income
    
    
    4.9
    %
    
    
    0.5
    %
    
    
    0.0
    %(Loss) earnings from joint venture
    
    
    (1.6
    %)
    
    
    0.1
    %
    
    
    0.1
    %Earnings before income tax expense
    
    
    5.3
    %
    
    
    6.2
    %
    
    
    8.5
    %Income tax expense
    
    
    (1.6
    %)
    
    
    (2.3
    %)
    
    
    (3.2
    %)Net earnings
    
    
    3.7
    %
    
    
    3.9
    %
    
    
    5.3
    %
 Year ended December 31, 2009 compared to year ended December 31, 2008
 Revenues
      26




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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
  Year ended December 31, 2008 compared to year ended December 31, 2007
 Revenues
   27




---



##### Table of Contents



Gross profit
    Selling, administrative and other expenses
    Interest expense and interest income
    28




---



##### Table of Contents



Other income
   (Loss) earnings from joint ventures
  Income tax expense
  LIQUIDITY AND CAPITAL RESOURCES
  Outstanding and Available Debt
 Unsecured senior notes
   Revolving line of credit
   29




---



##### Table of Contents



Cash Flows from Operating Activities
     Cash Flow from Investing Activities
    Capital expenditures
    30




---



##### Table of Contents



Future Liquidity
     Dividends
  Contractual Obligations
  Payments due by PeriodAfter 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    2-3 years
    
    
    4-5 years
    
    
    years(in thousands)Operating Lease Obligations 1
    
    $
    7,085
    
    
    $
    1,550
    
    
    $
    993
    
    
    $
    826
    
    
    $
    3,716Purchase Obligations2
    
    
    665
    
    
    
    665
    
    
    
    
    
    
    
    
    
    
    
    Senior Unsecured Notes 3
    
    
    275,000
    
    
    
    
    
    
    
    
    
    
    
    275,000
    
    
    
    Interest Payments on Senior Unsecured Notes 4
    
    
    92,813
    
    
    
    20,625
    
    
    
    41,250
    
    
    
    30,938
    
    
    
    Pension and Postretirement Funding 5
    
    
    11,635
    
    
    
    1,077
    
    
    
    2,150
    
    
    
    2,219
    
    
    
    6,189Total
    
    $
    387,198
    
    
    $
    23,917
    
    
    $
    44,393
    
    
    $
    308,983
    
    
    $
    9,905
 (1)
    
    The operating lease commitment includes the future minimum rental payments required under
non-cancelable operating leases for property and equipment leased by us.  31




---



##### Table of Contents



(2)
    
    We entered into a contract in June 2008 to purchase the land and building of our La Porte,
Texas facility that is currently being leased. The lease expires on May 31, 2010 and at that
time, we have agreed to purchase the property for $0.7 million.(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 includes 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 benefit plans are unfunded thus the participants and we must fund
premium payments.    Contingencies
   Nicole Lerma v. American Railcar
Industries, Inc.
   32




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##### Table of Contents



Axis Loan
  CRITICAL ACCOUNTING ESTIMATES AND POLICIES
  Revenue Recognition
  Inventory
  Long-lived assets
  Goodwill
   33




---



##### Table of Contents



Product Warranties
  Income Taxes
   Income Taxes
 Pension and Postretirement Benefits
  Discount rates
   34




---



##### Table of Contents



Expected return on plan assets
  Mortality and retirement rates
    Effect on DecemberEffect on 2010 Pre-Tax
    
    
    31, 2009 ProjectedChange in Assumption
    
    Pension Expense
    
    
    Benefit Obligation($ in thousands)1% decrease in discount rate
    
    
    210
    
    
    
    2,5641% increase in discount rate
    
    
    (146
    )
    
    
    (2,089
    )1% decrease in expected return on assets
    
    
    121
    
    
    
    N/A1% increase in expected return on assets
    
    
    (121
    )
    
    
    N/A
  Effect on 2010 Pre-Tax
    
    
    Effect on DecemberPostretirement Service
    
    
    31, 2009 ProjectedChange in Assumption
    
    Cost and Interest Cost
    
    
    Benefit Obligation($ in thousands)1% decrease in discount rate
    
    
    
    
    
    
    111% increase in discount rate
    
    
    
    
    
    
    (9
    )
  Environmental
   35




---



##### Table of Contents



Stock Based Compensation
 Compensation  Stock Compensation
    Fair Value of Financial Instruments
 Fair Value Measurements and Disclosures
 Recent accounting pronouncements
 Business Combinations
 , Consolidation
 Derivatives and Hedging
 Subsequent Events
  36




---



##### Table of Contents



Amendments to FASB Interpretation No. 46(R)
 Generally Accepted Accounting Principles
 OFF BALANCE SHEET ARRANGEMENTS
  
 Item 7A: Quantitative and Qualitative Disclosures About Market Risk
     37




---



##### 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
    
    
    39Report of Grant Thornton LLP Independent Registered Public Accounting Firm
    
    
    40Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    41Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007
    
    
    42Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
    
    
    43Consolidated Statement of Stockholders Equity and Comprehensive Income for the years ended December 31, 2009, 2008 and 2007
    
    
    44Notes to Consolidated Financial Statements
    
    
    45
  38




---



##### Table of Contents



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




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal
ControlIntegrated Framework
  
  40




---



##### Table of Contents



CONSOLIDATED BALANCE SHEETS
  As ofDecember 31,
    
    
    December 31,2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    347,290
    
    
    $
    291,788Short-term investments  available for sale securities
    
    
    3,802
    
    
    
    2,565Accounts receivable, net
    
    
    11,409
    
    
    
    39,724Accounts receivable, due from affiliates
    
    
    1,356
    
    
    
    10,284Income taxes receivable
    
    
    1,768
    
    
    
    Inventories, net
    
    
    40,063
    
    
    
    97,245Deferred tax assets
    
    
    2,018
    
    
    
    2,297Prepaid expenses and other current assets
    
    
    4,898
    
    
    
    5,314Total current assets
    
    
    412,604
    
    
    
    449,217Property, plant and equipment, net
    
    
    199,349
    
    
    
    206,936Deferred debt issuance costs
    
    
    2,568
    
    
    
    3,204Interest receivable, due from affiliates
    
    
    982
    
    
    
    Goodwill
    
    
    7,169
    
    
    
    7,169Investment in and loans to joint ventures
    
    
    41,155
    
    
    
    13,091Other assets
    
    
    537
    
    
    
    37Total assets
    
    $
    664,364
    
    
    $
    679,654Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    16,874
    
    
    $
    42,201Accounts payable, due to affiliates
    
    
    576
    
    
    
    5,193Accrued expenses and taxes
    
    
    4,515
    
    
    
    7,758Accrued compensation
    
    
    8,799
    
    
    
    10,413Accrued interest expense
    
    
    6,875
    
    
    
    6,907Accrued dividends
    
    
    
    
    
    
    639Total current liabilities
    
    
    37,639
    
    
    
    73,111Senior unsecured notes
    
    
    275,000
    
    
    
    275,000Deferred tax liability
    
    
    7,120
    
    
    
    4,683Pension and post-retirement liabilities, less current portion
    
    
    6,279
    
    
    
    9,024Other liabilities
    
    
    2,686
    
    
    
    3,111Total liabilities
    
    
    328,724
    
    
    
    364,929Commitments and contingenciesStockholders equity:Common stock, $0.01 par value, 50,000,000 shares authorized,
21,302,296 shares issued and outstanding at December 31,
2009 and 2008
    
    
    213
    
    
    
    213Additional paid-in capital
    
    
    239,617
    
    
    
    239,617Retained earnings
    
    
    94,215
    
    
    
    80,035Accumulated other comprehensive income (loss)
    
    
    1,595
    
    
    
    (5,140
    )Total stockholders equity
    
    
    335,640
    
    
    
    314,725Total liabilities and stockholders equity
    
    $
    664,364
    
    
    $
    679,654
   41




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF OPERATIONS
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Revenues:Manufacturing operations (including revenues from affiliates of $105,216, $182,760 and $140,164 in 2009, 2008 and 2007, respectively)
    
    $
    365,329
    
    
    $
    757,505
    
    
    $
    648,124Railcar services (including revenues from affiliates of $14,434, $15,338 and $15,969 in 2009, 2008 and 2007, respectively)
    
    
    58,102
    
    
    
    51,301
    
    
    
    50,003Total revenues
    
    
    423,431
    
    
    
    808,806
    
    
    
    698,127Cost of revenue:Manufacturing operations
    
    
    (329,025
    )
    
    
    (682,744
    )
    
    
    (568,023
    )Railcar services
    
    
    (47,015
    )
    
    
    (41,653
    )
    
    
    (41,040
    )Total cost of revenue
    
    
    (376,040
    )
    
    
    (724,397
    )
    
    
    (609,063
    )Gross profit
    
    
    47,391
    
    
    
    84,409
    
    
    
    89,064Selling, administrative and other (including costs from affiliates of $616, $606 and $606 in 2009, 2008 and 2007, respectively)
    
    
    (25,141
    )
    
    
    (26,535
    )
    
    
    (27,379
    )Earnings from operations
    
    
    22,250
    
    
    
    57,874
    
    
    
    61,685Interest income (including interest income from affiliates of $986, $34 and $57 in 2009, 2008 and 2007, respectively)
    
    
    6,613
    
    
    
    7,835
    
    
    
    13,829Interest expense
    
    
    (20,909
    )
    
    
    (20,299
    )
    
    
    (17,027
    )Other income (including income related to affiliates of $9, zero and zero in 2009, 2008 and 2007, respectively)
    
    
    20,869
    
    
    
    3,657
    
    
    
    (Loss) earnings from joint ventures
    
    
    (6,797
    )
    
    
    718
    
    
    
    881Earnings before income tax expense
    
    
    22,026
    
    
    
    49,785
    
    
    
    59,368Income tax expense
    
    
    (6,568
    )
    
    
    (18,403
    )
    
    
    (22,104
    )Net earnings
    
    $
    15,458
    
    
    $
    31,382
    
    
    $
    37,264Net earnings per share  basic
    
    $
    0.73
    
    
    $
    1.47
    
    
    $
    1.75Net earnings per share  diluted
    
    $
    0.73
    
    
    $
    1.47
    
    
    $
    1.74Weighted average shares outstanding  basic
    
    
    21,302
    
    
    
    21,302
    
    
    
    21,274Weighted average shares outstanding  diluted
    
    
    21,302
    
    
    
    21,302
    
    
    
    21,357
   42




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Operating activities:Net earnings
    
    $
    15,458
    
    
    $
    31,382
    
    
    $
    37,264Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:Depreciation
    
    
    23,405
    
    
    
    20,148
    
    
    
    14,085Amortization of deferred costs
    
    
    718
    
    
    
    812
    
    
    
    680Loss on disposal of property, plant and equipment
    
    
    222
    
    
    
    308
    
    
    
    385Stock based compensation
    
    
    1,174
    
    
    
    473
    
    
    
    1,927Income related to reversal of stock based compensation for stock options
    
    
    
    
    
    
    (411
    )
    
    
    Excess tax benefits from stock option exercises
    
    
    
    
    
    
    
    
    
    
    (241
    )Change in interest receivable, due from affiliates
    
    
    (982
    )
    
    
    
    
    
    
    Change in joint venture investment as a result of loss (earnings)
    
    
    6,797
    
    
    
    (718
    )
    
    
    (881
    )Unrealized loss (gain) on derivative assets
    
    
    88
    
    
    
    (88
    )
    
    
    Provision (benefit) for deferred income taxes
    
    
    1,492
    
    
    
    1,093
    
    
    
    (366
    )(Adjustment) provision for losses on accounts receivable
    
    
    (101
    )
    
    
    695
    
    
    
    196Item related to investing activities:Realized loss (gain) on derivative assets
    
    
    10
    
    
    
    (684
    )
    
    
    Realized gain on sale of short-term investments  available-for-sale securities
    
    
    (23,825
    )
    
    
    (2,589
    )
    
    
    Impairment of short-term investments  available-for-sale securities
    
    
    2,884
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:Accounts receivable, net
    
    
    28,483
    
    
    
    (6,976
    )
    
    
    1,197Accounts receivable, due from affiliates
    
    
    8,928
    
    
    
    6,892
    
    
    
    (7,543
    )Income taxes receivable
    
    
    (1,768
    )
    
    
    
    
    
    
    Inventories, net
    
    
    57,260
    
    
    
    (3,869
    )
    
    
    10,113Prepaid expenses and other current assets
    
    
    331
    
    
    
    (215
    )
    
    
    841Accounts payable
    
    
    (25,366
    )
    
    
    (5,667
    )
    
    
    (7,073
    )Accounts payable, due to affiliates
    
    
    (4,617
    )
    
    
    2,326
    
    
    
    1,179Accrued expenses and taxes
    
    
    (5,517
    )
    
    
    1,980
    
    
    
    10,188Other
    
    
    (931
    )
    
    
    (289
    )
    
    
    (1,732
    )Net cash provided by operating activities
    
    
    84,143
    
    
    
    44,603
    
    
    
    60,219Investing activities:Purchases of property, plant and equipment
    
    
    (15,047
    )
    
    
    (52,433
    )
    
    
    (59,367
    )Sale of property, plant and equipment
    
    
    71
    
    
    
    4
    
    
    
    104Purchases of short-term investments  available-for-sale securities
    
    
    (36,841
    )
    
    
    (27,857
    )
    
    
    (100,596
    )Sales of short-term investments  available-for-sale securities
    
    
    60,795
    
    
    
    23,631
    
    
    
    100,596Realized (loss) gain on derivative assets
    
    
    (10
    )
    
    
    684
    
    
    
    Proceeds from repayment of note receivable from affiliate
    
    
    
    
    
    
    658
    
    
    
    329Investments in and loans to joint ventures
    
    
    (35,810
    )
    
    
    (672
    )
    
    
    (8,500
    )Sale of investment in joint venture
    
    
    
    
    
    
    1,875
    
    
    
    Net cash used in investing activities
    
    
    (26,842
    )
    
    
    (54,110
    )
    
    
    (67,434
    )Financing activities:Common stock dividends
    
    
    (1,917
    )
    
    
    (2,556
    )
    
    
    (2,551
    )Finance fees related to new credit facility
    
    
    
    
    
    
    
    
    
    
    (109
    )Proceeds from stock option exercises
    
    
    
    
    
    
    
    
    
    
    1,985Excess tax benefits from stock option exercises
    
    
    
    
    
    
    
    
    
    
    241Proceeds from issuance of senior unsecured notes, gross
    
    
    
    
    
    
    
    
    
    
    275,000Offering costs  senior unsecured notes issuances
    
    
    
    
    
    
    
    
    
    
    (4,314
    )Repayment of debt
    
    
    
    
    
    
    (8
    )
    
    
    (88
    )Net cash (used in) provided by financing activities
    
    
    (1,917
    )
    
    
    (2,564
    )
    
    
    270,164Effect of exchange rate changes on cash and cash equivalents
    
    
    118
    
    
    
    (23
    )
    
    
    11Increase (decrease) in cash and cash equivalents
    
    
    55,502
    
    
    
    (12,094
    )
    
    
    262,960Cash and cash equivalents at beginning of year
    
    
    291,788
    
    
    
    303,882
    
    
    
    40,922Cash and cash equivalents at end of year
    
    $
    347,290
    
    
    $
    291,788
    
    
    $
    303,882
   43




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##### Table of Contents



CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
 AccumulatedCommon
    
    
    
    
    
    
    Additional
    
    
    other
    
    
    TotalComprehensive
    
    
    Retained
    
    
    Stock-
    
    
    Common
    
    
    paid-in
    
    
    comprehensive
    
    
    stockholdersincome (loss)
    
    
    earnings
    
    
    Shares
    
    
    stock
    
    
    capital
    
    
    income (loss)
    
    
    equityJanuary 1, 2007
    
    
    
    
    
    $
    16,649
    
    
    
    21,208
    
    
    $
    212
    
    
    $
    235,768
    
    
    $
    (2,449
    )
    
    $
    250,180Net earnings
    
    $
    37,264
    
    
    
    37,264
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,264Currency translation adjustment
    
    
    193
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    193
    
    
    
    193Minimum pension liability adjustment,
net of tax effect of $1,311
    
    
    2,096
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,096
    
    
    
    2,096Comprehensive income
    
    $
    39,553
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dividends on common stock
    
    
    
    
    
    
    (2,554
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,554
    )Effects of adopting FIN 48
    
    
    
    
    
    
    (45
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45
    )Restricted stock grant
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    300Proceeds from stock option exercises
    
    
    
    
    
    
    
    
    
    
    94
    
    
    
    1
    
    
    
    1,984
    
    
    
    
    
    
    
    1,985Excess tax benefit from stock option
exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    241
    
    
    
    
    
    
    
    241Stock option expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,328
    
    
    
    
    
    
    
    1,328Balance December 31, 2007
    
    
    
    
    
    $
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    889
    
    
    
    889Impairment of short-term investments,
net of tax effect of $1,197
    
    
    1,687
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,686
    
    
    
    1,686Minimum 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
    
    
    $
    335,640
   44




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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
 Investments  Debt and Equity Securities
  Derivative assets
 Derivatives and Hedging
  45




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##### Table of Contents



Revenue recognition
  Revenue Recognition
  Accounts receivable, net
  Inventories
  Property, plant and equipment, net
   Long-lived assets
   46




---



##### Table of Contents



Debt issuance costs
  2010
    
    $
    6162011
    
    
    6162012
    
    
    6162013
    
    
    6162014 and thereafter
    
    
    104Total
    
    $
    2,568
 Goodwill
 Intangible  Goodwill and Other
 Investment in and loans to joint ventures
  Income taxes
  Pension plans and other postretirement benefits
   Fair value of financial instruments
 Fair Value
Measurements and Disclosures
 Foreign currency translation
   47




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##### Table of Contents



Comprehensive income
  Earnings per share
  Use of estimates
  Stock-based compensation
 Compensation  Stock Compensation
 Reclassifications
  Recent accounting pronouncements
 Business Combinations
 , Consolidation
 Derivatives and Hedging
 Subsequent Events
  48




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##### Table of Contents



Amendments to FASB Interpretation No. 46(R)
 Generally Accepted Accounting Principles
 Note 3  Short-term Investments  Available-for-Sale Securities
     Note 4  Derivatives
  Total return swaps
  Foreign currency option
   49




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##### Table of Contents



Note 5  Fair Value Measurements
    
    
    Level 1  Quoted prices are available in active markets for identical
investments as of the reporting date. The type of investments included
in Level 1 include listed equities and listed derivatives. As required
by ASC 820, the Company does not adjust the quoted price for these
investments, 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. Investments 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 investment and
include situations where there is little, if any, market activity for
the investment. The inputs into the determination of fair value
require significant management judgment or estimation.
   Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsShort-term investments  available-for-sale securities
    
    $
    3,802
    
    
    $
    
    
    
    $
    
    
    
    $
    3,802$
    3,802
    
    
    $
    
    
    
    $
    
    
    
    $
    3,802
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsShort term investments  available for
sale securities
    
    $
    2,565
    
    
    $
    
    
    
    $
    
    
    
    $
    2,565Derivative asset  foreign currency option
    
    
    
    
    
    
    88
    
    
    
    
    
    
    
    88$
    2,565
    
    
    $
    88
    
    
    $
    
    
    
    $
    2,653
  50




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##### Table of Contents



Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsGoodwill
    
    $
    
    
    
    $
    
    
    
    $
    7,169
    
    
    $
    7,169$
    
    
    
    $
    
    
    
    $
    7,169
    
    
    $
    7,169
  Note 6  Accounts Receivable, net
  December 31,
    
    
    December 31,2009
    
    
    2008(in thousands)Accounts receivable, gross
    
    $
    12,086
    
    
    $
    40,539Less allowance for doubtful accounts
    
    
    (677
    )
    
    
    (815
    )Total accounts receivable, net
    
    $
    11,409
    
    
    $
    39,724
  Years Ended December 31,2009
    
    
    2008
    
    
    2007(in thousands)Beginning balance
    
    $
    815
    
    
    $
    497
    
    
    $
    1,017(Adjustment) provision
    
    
    (101
    )
    
    
    688
    
    
    
    196Write-offs
    
    
    (43
    )
    
    
    (372
    )
    
    
    (716
    )Recoveries
    
    
    6
    
    
    
    2
    
    
    
    Ending balance
    
    $
    677
    
    
    $
    815
    
    
    $
    497
 Note 7  Inventories, net
  December 31,
    
    
    December 31,2009
    
    
    2008(in thousands)Raw materials
    
    $
    21,307
    
    
    $
    59,457Work-in-process
    
    
    8,411
    
    
    
    22,137Finished products
    
    
    12,271
    
    
    
    18,300Total inventories
    
    
    41,989
    
    
    
    99,894Less reserves
    
    
    (1,926
    )
    
    
    (2,649
    )Total inventories, net
    
    $
    40,063
    
    
    $
    97,245
  51




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##### Table of Contents



Years Ended December 31,2009
    
    
    2008
    
    
    2007(in thousands)Beginning Balance
    
    $
    2,649
    
    
    $
    2,705
    
    
    $
    2,729Provision
    
    
    213
    
    
    
    911
    
    
    
    783Write-offs
    
    
    (936
    )
    
    
    (967
    )
    
    
    (807
    )Ending Balance
    
    $
    1,926
    
    
    $
    2,649
    
    
    $
    2,705
 Note 8  Property, Plant and Equipment, net
  December 31,
    
    
    December 31,2009
    
    
    2008(in thousands)Property, plant and equipmentBuildings
    
    $
    146,064
    
    
    $
    130,054Machinery and equipment
    
    
    174,021
    
    
    
    167,586320,085
    
    
    
    297,640Less accumulated depreciation
    
    
    (126,074
    )
    
    
    (105,938
    )Net plant and equipment
    
    
    194,011
    
    
    
    191,702Land
    
    
    3,306
    
    
    
    3,306Construction in process
    
    
    2,032
    
    
    
    11,928Total property, plant and equipment
    
    $
    199,349
    
    
    $
    206,936
 Depreciation expense
  Capitalized interest
  Lease agreements
 Leases
 Note 9  Long-Lived Asset Impairment Charges
  Note 10  Goodwill
   52




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##### Table of Contents



Note 11  Investments in and Loans to Joint Ventures
   For the Years Ended December 31,2009
    
    
    2008(in thousands)Carrying amount of investments in and loans to
joint venturesOhio Castings
    
    $
    5,644
    
    
    $
    7,000Axis
    
    
    35,511
    
    
    
    6,091ARIPL
    
    
    
    
    
    
    Total investments in and loans to joint ventures
    
    $
    41,155
    
    
    $
    13,091
  December 31,2009(in thousands)Maximum exposure to loss by joint ventureOhio CastingsInvestment
    
    $
    5,147Loan guarantee
    
    
    3Note and accrued interest receivable 1
    
    
    510Total exposure from Ohio Castings
    
    
    5,660AxisInvestment
    
    
    4,011Loans and accrued interest receivable 1
    
    
    32,466Total exposure from Axis
    
    
    36,477ARIPL
    
    
    Total exposure to loss due to joint ventures
    
    $
    42,137
 1
    
    Accrued interest receivable is included in interest receivable, due from affiliates
and not investments in and loans to joint ventures on the consolidated balance sheet.  53




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##### Table of Contents



Ohio Castings
  Property,
Plant and Equipment
  Guarantees
    December 31,2009
    
    
    2008(in thousands)Financial positionCurrent assets
    
    $
    3,508
    
    
    $
    12,737Property, plant, and equipment, net
    
    
    12,829
    
    
    
    14,192Total assets
    
    
    16,337
    
    
    
    26,929Current liabilities
    
    
    2,322
    
    
    
    8,414Long-term debt
    
    
    1,664
    
    
    
    2,059Total liabilities
    
    
    3,986
    
    
    
    10,473Members equity
    
    
    12,351
    
    
    
    16,456Total liabilities and members equity
    
    $
    16,337
    
    
    $
    26,929
  54




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##### Table of Contents



For the Years Ended December 31,2009
    
    
    2008
    
    
    2007(in thousands)Results of operationsSales
    
    $
    10,898
    
    
    $
    88,795
    
    
    $
    74,238Gross (loss) profit
    
    
    (3,335
    )
    
    
    10,039
    
    
    
    6,928Operating (loss) earnings
    
    
    (5,399
    )
    
    
    5,012
    
    
    
    2,394Net (loss) earnings
    
    $
    (5,455
    )
    
    $
    5,321
    
    
    $
    2,702
 Axis
        55




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##### Table of Contents



December 31,2009
    
    
    2008(in thousands)Financial positionCurrent assets
    
    $
    4,408
    
    
    $
    1,462Property, plant, and equipment, net
    
    
    68,952
    
    
    
    65,358Long term assets
    
    
    550
    
    
    
    1,091Total assets
    
    
    73,910
    
    
    
    67,911Current liabilities
    
    
    1,988
    
    
    
    11,949Long-term debt
    
    
    64,950
    
    
    
    43,879Total liabilities
    
    
    66,938
    
    
    
    55,828Members equity
    
    
    6,972
    
    
    
    12,083Total liabilities and members equity
    
    $
    73,910
    
    
    $
    67,911
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007(in thousands)Results of operationsSales
    
    $
    1,927
    
    
    $
    
    
    
    $
    Gross loss
    
    
    (8,339
    )
    
    
    
    
    
    
    Loss before interest expense
    
    
    (9,140
    )
    
    
    (2,432
    )
    
    
    (9
    )Net loss
    
    $
    (12,361
    )
    
    $
    (2,905
    )
    
    $
    (12
    )
  56




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##### Table of Contents



ARIPL
  Note 12  Warranties
   For the Years Ended December 31,2009
    
    
    2008
    
    
    2007(in thousands)Liability, beginning of year
    
    $
    2,595
    
    
    $
    2,503
    
    
    $
    1,753Provision for new warranties issued
    
    
    149
    
    
    
    1,458
    
    
    
    1,992Warranty claims
    
    
    (1,650
    )
    
    
    (1,366
    )
    
    
    (1,242
    )Liability, end of year
    
    $
    1,094
    
    
    $
    2,595
    
    
    $
    2,503
 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 31,2009
    
    
    2008
    
    
    2007(in thousands)Current:Federal
    
    $
    4,739
    
    
    $
    14,290
    
    
    $
    19,356State and local
    
    
    327
    
    
    
    2,465
    
    
    
    3,512Foreign
    
    
    10
    
    
    
    187
    
    
    
    36Total current
    
    
    5,076
    
    
    
    16,942
    
    
    
    22,904DeferredFederal
    
    
    1,612
    
    
    
    1,339
    
    
    
    (716
    )State and local
    
    
    (159
    )
    
    
    121
    
    
    
    (79
    )Foreign
    
    
    39
    
    
    
    1
    
    
    
    (5
    )Total deferred
    
    
    1,492
    
    
    
    1,461
    
    
    
    (800
    )Total income tax expense
    
    $
    6,568
    
    
    $
    18,403
    
    
    $
    22,104
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007(in thousands)Computed income tax expense
    
    $
    7,709
    
    
    $
    17,424
    
    
    $
    20,779State and local taxes, net of federal
tax expense
    
    
    109
    
    
    
    1,681
    
    
    
    2,232Non-deductible items
    
    
    (128
    )
    
    
    (714
    )
    
    
    (1,104
    )Adjustments for uncertain tax positions
    
    
    (806
    )
    
    
    101
    
    
    
    (18
    )Other, net
    
    
    (316
    )
    
    
    (89
    )
    
    
    215Total income tax expense
    
    $
    6,568
    
    
    $
    18,403
    
    
    $
    22,104
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Computed income tax expense
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State and local taxes, net of federal
tax expense
    
    
    0.5
    %
    
    
    3.4
    %
    
    
    3.8
    %Non-deductible items
    
    
    (0.6
    %)
    
    
    (1.4
    %)
    
    
    (1.9
    %)Adjustments for uncertain tax positions
    
    
    (3.7
    %)
    
    
    0.2
    %
    
    
    (0.1
    %)Other, net
    
    
    (1.4
    %)
    
    
    (0.2
    %)
    
    
    0.4
    %Effective income tax rate
    
    
    29.8
    %
    
    
    37.0
    %
    
    
    37.2
    %
  58




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##### Table of Contents



December 31,2009
    
    
    2008(in thousands)Current deferred tax assetsProvisions not currently deductible
    
    $
    2,018
    
    
    $
    2,331Non-current deferred tax assetsProvisions not currently deductible
    
    
    4,271
    
    
    
    4,385Stock based compensation
    
    
    1,346
    
    
    
    897Investments in partnerships
    
    
    87
    
    
    
    Investments in available-for-sale securities
    
    
    1,009
    
    
    
    Net operating loss carryforwards  state
    
    
    348
    
    
    
    Tax credits  state
    
    
    258
    
    
    
    Pensions and post retirement
    
    
    3,338
    
    
    
    3,323Total non-current deferred tax asset
    
    
    10,657
    
    
    
    8,605Total deferred tax asset
    
    $
    12,675
    
    
    $
    10,936Current deferred tax liabilityUnrealized gain on financial instruments
    
    $
    
    
    
    $
    (34
    )Non-current deferred tax liabilitiesInvestment in joint ventures
    
    
    (781
    )
    
    
    (335
    )Realized gain (loss) on financial instruments
    
    
    
    
    
    
    1,675Property, plant and equipment
    
    
    (16,996
    )
    
    
    (14,628
    )Total deferred tax liability
    
    $
    (17,777
    )
    
    $
    (13,322
    )
  As of December 31,2009
    
    
    2008(in thousands)Current deferred tax assets
    
    $
    2,018
    
    
    $
    2,331Current deferred tax liability
    
    
    
    
    
    
    (34
    )Current deferred tax assets (liability), net
    
    
    2,018
    
    
    
    2,297Non-current deferred tax assets
    
    
    10,657
    
    
    
    8,605Non-current deferred tax liability
    
    
    (17,777
    )
    
    
    (13,288
    )Non-current deferred tax assets (liability), net
    
    
    (7,120
    )
    
    
    (4,683
    )Current deferred tax asset, net
    
    
    2,018
    
    
    
    2,297Non-current deferred tax liability, net
    
    
    (7,120
    )
    
    
    (4,683
    )Net deferred tax liability
    
    $
    (5,102
    )
    
    $
    (2,386
    )
    59




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##### Table of Contents



FASB ASC 740
 Income Taxes ,
  Gross unrecognized tax benefits at January 1, 2008
    
    $
    (1,493
    )Increases in tax positions for prior years
    
    
    (53
    )Decreases in tax positions for prior years
    
    
    58Increases in tax positions for current years
    
    
    (596
    )Settlements
    
    
    2ASC 740 liability activity, net
    
    
    (589
    )Gross unrecognized tax benefits at December 31, 2008
    
    $
    (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
    
    
    965ASC 740 liability activity, net
    
    
    58Gross unrecognized tax benefits at December 31, 2009
    
    $
    (2,024
    )
   Note 15  Employee Benefit Plans
   Compensation  Retirement Benefits
  60




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##### Table of Contents



Pension Benefits
    
    
    Postretirement Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008(in thousands)Change in benefit obligationBenefit obligation  Beginning of year
    
    $
    17,080
    
    
    $
    16,803
    
    
    $
    2,750
    
    
    $
    3,758Service cost
    
    
    235
    
    
    
    370
    
    
    
    47
    
    
    
    78Interest cost
    
    
    1,034
    
    
    
    1,271
    
    
    
    151
    
    
    
    289Plan amendment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (694
    )Plan curtailment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (150
    )Adjustment to benefits
    
    
    
    
    
    
    
    
    
    
    (2,750
    )
    
    
    Actuarial loss (gain)
    
    
    1,232
    
    
    
    90
    
    
    
    (2
    )
    
    
    (368
    )Assumed administrative expenses
    
    
    (143
    )
    
    
    (252
    )
    
    
    
    
    
    
    Retiree contributions
    
    
    
    
    
    
    
    
    
    
    (113
    )
    
    
    Benefits paid
    
    
    (1,024
    )
    
    
    (1,202
    )
    
    
    
    
    
    
    (163
    )Benefit obligation  End of year
    
    $
    18,414
    
    
    $
    17,080
    
    
    $
    83
    
    
    $
    2,750Change in plan assetsPlan assets  Beginning of year
    
    $
    10,695
    
    
    $
    13,555
    
    
    $
    
    
    
    $
    Actual return (loss) on plan assets
    
    
    1,962
    
    
    
    (3,163
    )
    
    
    
    
    
    
    Administrative expenses
    
    
    (146
    )
    
    
    (150
    )
    
    
    
    
    
    
    Employer contributions
    
    
    618
    
    
    
    1,655
    
    
    
    
    
    
    
    163Benefits paid
    
    
    (1,024
    )
    
    
    (1,202
    )
    
    
    
    
    
    
    (163
    )Plan assets at fair value  End of year
    
    $
    12,105
    
    
    $
    10,695
    
    
    $
    
    
    
    $
    Funded statusBenefit obligation in
excess of plan assets
at December 31,
    
    $
    (6,309
    )
    
    $
    (6,385
    )
    
    $
    (83
    )
    
    $
    (2,750
    )
  Pension Benefits
    
    
    Postretirement Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008(in thousands)Accrued benefit liability  short term
    
    $
    (111
    )
    
    $
    (1
    )
    
    $
    (3
    )
    
    $
    (110
    )Accrued benefit liability  long term
    
    
    (6,198
    )
    
    
    (6,384
    )
    
    
    (80
    )
    
    
    (2,640
    )Net liability recognized at December 31,
    
    $
    (6,309
    )
    
    $
    (6,385
    )
    
    $
    (83
    )
    
    $
    (2,750
    )Net actuarial (loss) gain
    
    $
    (5,178
    )
    
    $
    (5,516
    )
    
    $
    1,104
    
    
    $
    1,194Net prior service (cost) credit
    
    
    (123
    )
    
    
    (137
    )
    
    
    3,262
    
    
    
    597Accumulated other comprehensive (loss) income pre-tax at December 31,
    
    $
    (5,301
    )
    
    $
    (5,653
    )
    
    $
    4,366
    
    
    $
    1,791
  61




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##### Table of Contents



Pension Benefits
    
    
    Postretirement Benefits2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008
    
    
    2007(in thousands)Components of net periodic benefit costService cost
    
    $
    235
    
    
    $
    371
    
    
    $
    242
    
    
    $
    47
    
    
    $
    62
    
    
    $
    130Interest cost
    
    
    1,034
    
    
    
    1,271
    
    
    
    963
    
    
    
    151
    
    
    
    231
    
    
    
    299Expected return on plan assets
    
    
    (757
    )
    
    
    (1,359
    )
    
    
    (960
    )
    
    
    
    
    
    
    
    
    
    
    Recognized actuarial loss (gain)
    
    
    368
    
    
    
    213
    
    
    
    206
    
    
    
    (92
    )
    
    
    (46
    )
    
    
    50Amortization of prior service
cost (gain)
    
    
    14
    
    
    
    18
    
    
    
    (1
    )
    
    
    (85
    )
    
    
    18
    
    
    
    18Total net preiodic benefit cost
    
    $
    894
    
    
    $
    514
    
    
    $
    450
    
    
    $
    21
    
    
    $
    265
    
    
    $
    497
 Additional information
  PostretirementPension Benefits
    
    
    Benefits(in thousands)2010
    
    $
    1,074
    
    
    $
    32011
    
    
    1,073
    
    
    
    42012
    
    
    1,069
    
    
    
    42013
    
    
    1,088
    
    
    
    42014
    
    
    1,122
    
    
    
    52015 and thereafter
    
    
    6,160
    
    
    
    29Total
    
    $
    11,586
    
    
    $
    49
   Discount rates
  Expected return on plan assets
  Mortality and retirement rates
   62




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##### Table of Contents



Pension Benefits
    
    
    Postretirement Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008Discount rate
    
    
    5.75
    %
    
    
    6.25
    %
    
    
    5.83
    %
    
    
    5.60
    %
  Pension Benefits
    
    
    Postretirement Benefits2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008
    
    
    2007Discount rate
    
    
    6.25
    %
    
    
    6.25
    %
    
    
    5.75
    %
    
    
    5.83
    %
    
    
    6.30
    %
    
    
    5.75
    %Expected return on
plan assets
    
    
    7.25
    %
    
    
    8.00
    %
    
    
    8.00
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
  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
    %
  63




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##### Table of Contents



PercentageLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    of Total($ in thousands)Asset CategoryCash and cash equivalents
    
    $
    585
    
    
    $
    
    
    
    $
    
    
    
    $
    585
    
    
    
    5
    %EquitiesLarge cap value equity
    
    
    483
    
    
    
    
    
    
    
    
    
    
    
    483
    
    
    
    5
    %Small cap value equity
    
    
    367
    
    
    
    
    
    
    
    
    
    
    
    367
    
    
    
    3
    %International growth
equity
    
    
    391
    
    
    
    
    
    
    
    
    
    
    
    391
    
    
    
    4
    %International value equity
    
    
    364
    
    
    
    
    
    
    
    
    
    
    
    364
    
    
    
    3
    %FundsLarge cap growth equity
    
    
    
    
    
    
    485
    
    
    
    
    
    
    
    485
    
    
    
    5
    %Small cap growth equity
    
    
    
    
    
    
    329
    
    
    
    
    
    
    
    329
    
    
    
    3
    %Core equity
    
    
    
    
    
    
    2,330
    
    
    
    
    
    
    
    2,330
    
    
    
    22
    %High yield
    
    
    469
    
    
    
    
    
    
    
    
    
    
    
    469
    
    
    
    4
    %Core bond
    
    
    
    
    
    
    4,892
    
    
    
    
    
    
    
    4,892
    
    
    
    46
    %$
    2,659
    
    
    $
    8,036
    
    
    $
    
    
    
    $
    10,695
    
    
    
    100
    %
     64




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##### Table of Contents



Note 16  Commitments and Contingencies
  2010
    
    $
    1,5502011
    
    
    5722012
    
    
    4212013
    
    
    4132014
    
    
    4132015 and thereafter
    
    
    3,716Total
    
    $
    7,085
       65




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##### Table of Contents



Nicole Lerma v. American Railcar
Industries, Inc.
      Note 17  Earnings per Share
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Weighted average basic common shares outstanding
    
    
    21,302,296
    
    
    
    21,302,296
    
    
    
    21,274,082Dilutive effect of employee stock options
    
    
    
    (1)
    
    
    
    (1)(2)
    
    
    82,609
    (2)Weighted average diluted common shares
outstanding
    
    
    21,302,296
    
    
    
    21,302,296
    
    
    
    21,356,691
 (1)
    
    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.(2)
    
    Stock options to purchase 75,000 shares of common stock granted during the second quarter of
2006 were not included in the calculation for diluted earnings per share for the years ended
December 31, 2008 and 2007. These options were excluded as the exercise price exceeded the average
market price for 2008 and 2007. During 2008, these stock options were forfeited/cancelled without
exercise. Refer to Note 18 for further discussion of these stock options. Note 18  Stock Based Compensation
   66




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##### Table of Contents



For the Years Ended December 31,2009
    
    
    2008
    
    
    2007($ in thousands)Stock based compensation expense:Cost of revenue: manufacturing operations
    
    $
    237
    
    
    $
    28
    
    
    $
    139Cost of revenue: railcar services
    
    
    42
    
    
    
    (2
    )
    
    
    9Selling, administrative and other
    
    
    895
    
    
    
    36
    
    
    
    1,779Total stock based compensation expense
    
    $
    1,174
    
    
    $
    62
    
    
    $
    1,927
  Stock options
      67




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##### Table of Contents



WeightedAverageWeighted
    
    
    Grant-Weighted
    
    
    Average
    
    
    date Fair
    
    
    AggregateShares
    
    
    Average
    
    
    Remaining
    
    
    Value of
    
    
    IntrinsicCovered by
    
    
    Exercise
    
    
    Contractual
    
    
    Options
    
    
    ValueOptions
    
    
    Price
    
    
    Life
    
    
    Granted
    
    
    ($000)January 1, 2007
    
    
    559,876
    
    
    $
    22.97Exercised in 2007
    
    
    (94,523
    )Outstanding at December 31, 2007
    
    
    465,353
    
    
    $
    23.37
    
    
    
    
    
    
    $
    8.21Cancelled in 2008
    
    
    (75,000
    )Outstanding at December 31,
2008 and 2009
    
    
    390,353
    
    
    $
    21.00
    
    
    12 months
    
    $
    7.28
    
    
    $
    
    (1)Exercisable at December 31, 2009
    
    
    390,353
    
    
    $
    21.00
    
    
    12 months
    
    $
    7.28
    
    
    $
    
    (1)
 (1)
    
    Options to purchase 390,353 shares, of which all are exercisable, of the Companys common
stock have exercise prices that are above market price, based on the closing market price of $11.02
for a share of the Companys common stock on the last business day of the year ended December 31,
2009.     Restricted stock award
    WeightedNon-vested
    
    
    Average GrantStock Awards
    
    
    Date Fair ValueNon-vested at January 1, 2007
    
    
    171,428
    
    
    $
    21.00Vested in 2007
    
    
    (171,428
    )
    
    $
    21.00Non-vested at December 31, 2007, 2008
and 2009
    
    
    
    
    
    $
    21.00
  68




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##### Table of Contents



Stock appreciation rights
      2009 Grant
    
    2008 Grants
    
    2007 GrantGrant date
    
    3/3/2009
    
    4/28/2008 & 9/12/2008
    
    4/4/2007# SARs outstanding at December 31, 2009
    
    306,100
    
    229,050
    
    253,400Weighted Avg Exercise price
    
    $6.71
    
    $20.81
    
    $29.49Contractual term
    
    7 years
    
    7 years
    
    7 yearsDecember 31, 2009 SARs Black Scholes
Valuation Components:Stock volatility range
    
    49.4%  56.3%
    
    51.2%  60.2%
    
    56.3%  64.3%Expected life range
    
    3.2  4.7 years
    
    2.7  4.2 years
    
    2.1  2.8 yearsRisk free interest rate range
    
    1.7%  2.6%
    
    1.7%  2.6%
    
    1.1%  1.7%Dividend yield
    
    0.0%
    
    0.0%
    
    0.0%Forfeiture rate
    
    2.0%
    
    9.0%
    
    2.0%
   69




---



##### 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, 2007
    
    
    
    
    
    $
    Granted
    
    
    275,300
    
    
    $
    29.49Outstanding at December 31, 2007
    
    
    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
    
    
    $
    18.13
    
    
    64 months
    
    $
    3.43
    
    
    $
    1,319
    (2)Exercisable at December 31, 2009
    
    
    174,278
    
    
    $
    27.13
    
    
    55 months
    
    $
    1.48
    
    
    $
    
    (2)
 (1)
    
    Of the SARs granted in 2008 19,376 and 19,374 were forfeited in 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 with an exercise price of $29.49, $20.88 and $16.46 have no intrinsic value based on the
closing market price of $11.02 for a share of the Companys common stock on the last business day
of the year ended December 31, 2009. However, the SARs granted in 2009 with an exercise price of
$6.71 have an intrinsic value of $1.3 million based on the closing market price for 2009.   Note 19  Common Stock
   Note 20  Related Party Transactions
 Agreements with ACF
  Manufacturing services agreement
   70




---



##### Table of Contents



Supply agreement
  Inventory storage agreements
  Wheel set agreements
  Railcar manufacturing agreement
   Other agreements
   Agreements with ARL
   71




---



##### Table of Contents



Railcar servicing agreement and fleet services agreement
   Services agreement, separation agreement and rent and building services extension agreement
     Trademark license agreement
  Sales contracts
    72




---



##### Table of Contents



Agreements with other affiliated parties
        Financial information for transactions with affiliates
     73




---



##### Table of Contents



Note 21  Operating Segment and Sales/Credit Concentrations
  As of and for the year ended
    
    Manufacturing
    
    
    Railcar
    
    
    CorporateDecember 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
    
    
    CorporateDecember 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
 As of and for the year ended
    
    Manufacturing
    
    
    Railcar
    
    
    CorporateDecember 31, 2007
    
    Operations
    
    
    Services
    
    
    & all other
    
    
    Eliminations
    
    
    Totals(in thousands)Revenues from external
customers
    
    $
    648,124
    
    
    $
    50,003
    
    
    $
    
    
    
    $
    
    
    
    $
    698,127Intersegment revenues
    
    
    981
    
    
    
    509
    
    
    
    
    
    
    
    (1,490
    )
    
    
    Cost of revenue  external
customers
    
    
    (568,023
    )
    
    
    (41,040
    )
    
    
    
    
    
    
    
    
    
    
    (609,063
    )Cost of intersegment revenue
    
    
    (819
    )
    
    
    (471
    )
    
    
    
    
    
    
    1,290
    
    
    
    Gross profit (loss)
    
    
    80,263
    
    
    
    9,001
    
    
    
    
    
    
    
    (200
    )
    
    
    89,064Selling, administration and
other
    
    
    (7,667
    )
    
    
    (2,123
    )
    
    
    (17,589
    )
    
    
    
    
    
    
    (27,379
    )Earnings (loss) from operations
    
    $
    72,596
    
    
    $
    6,878
    
    
    $
    (17,589
    )
    
    $
    (200
    )
    
    $
    61,685Total assets
    
    $
    320,313
    
    
    $
    37,243
    
    
    $
    296,828
    
    
    $
    
    
    
    $
    654,384Capital expenditures
    
    
    53,518
    
    
    
    2,017
    
    
    
    3,832
    
    
    
    
    
    
    
    59,367Depreciation and amortization
    
    
    12,121
    
    
    
    1,803
    
    
    
    841
    
    
    
    
    
    
    
    14,765
  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)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 common share-basic
    
    $
    0.13
    
    
    $
    0.05
    
    
    $
    0.05
    
    
    $
    0.50
    
    
    $
    0.73Net earnings per common
share-diluted
    
    $
    0.13
    
    
    $
    0.05
    
    
    $
    0.05
    
    
    $
    0.50
    
    
    $
    0.73
 First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    Year toquarter
    
    
    quarter
    
    
    quarter
    
    
    quarter
    
    
    Date(in thousands, except per share data)2008Sales
    
    $
    184,049
    
    
    $
    204,482
    
    
    $
    217,248
    
    
    $
    203,027
    
    
    $
    808,806Gross profit
    
    
    22,292
    
    
    
    20,612
    
    
    
    19,603
    
    
    
    21,902
    
    
    
    84,409Net earnings
    
    
    10,128
    
    
    
    6,232
    
    
    
    7,447
    
    
    
    7,575
    
    
    
    31,382Net earnings per common share-basic
    
    $
    0.48
    
    
    $
    0.29
    
    
    $
    0.35
    
    
    $
    0.35
    
    
    $
    1.47Net earnings per common
share-diluted
    
    $
    0.48
    
    
    $
    0.29
    
    
    $
    0.35
    
    
    $
    0.35
    
    
    $
    1.47
 Note 24  Subsequent Events
        76




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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.
  
 PART III
 
 Item 10: Directors, Executive Officers and Corporate Governance of the Registrant
    77




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##### Table of Contents



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 12, 2010
    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 12, 2010/s/ Dale C. Davies

Name: Dale C. Davies
    
    Senior Vice President, Chief Financial
Officer (principal financial officer) and
Treasurer
    
    March 12, 2010/s/ Michael E. Vaughn

Name: Michael E. Vaughn
    
    Vice President and Corporate Controller
(principal accounting officer)
    
    March 12, 2010/s/ James J. Unger

Name: James J. Unger
    
    Vice Chairman of our Board of Directors
    
    March 12, 2010/s/ Vincent J. Intrieri

Name: Vincent J. Intrieri
    
    Director
    
    March 12, 2010/s/ Stephen Mongillo

Name: Stephen Mongillo
    
    Director
    
    March 12, 2010/s/ James Pontious

Name: James Pontious
    
    Director
    
    March 12, 2010/s/ J. Mike Laisure

Name: J. Mike Laisure
    
    Director
    
    March 12, 2010/s/ Brett Icahn

Name: Brett Icahn
    
    Director
    
    March 12, 2010/s/ Harold First

Name: Harold First
    
    Director
    
    March 12, 2010/s/ Hunter Gary

Name: Hunter Gary
    
    Director
    
    March 12, 2010
  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 C. 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,
Incorproated 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).
  80




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Exhibit No.
    
    Description of Exhibit10.6
    
    
    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 with the SEC on December
13, 2005).10.7
    
    
    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
    
    
    Multi-Year Purchase and Sale Agreement dated as of July 29, 2005
between American Railcar Industries, Inc. and The CIT
Group/Equipment Financing, Inc (incorporated by reference to Exhibit
10.18 to ARIs Registration Statement on Form S-1, Amendment No. 2,
filed with the SEC on January 11, 2006).10.9
    
    
    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).10.10
    
    
    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).10.11
    
    
    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).10.12
    
    
    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).10.13
    
    
    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).10.14
    
    
    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).10.15
    
    
    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).10.16
    
    
    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).10.17
    
    
    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).10.18
    
    
    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).10.19
    
    
    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).
  81




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Exhibit No.
    
    Description of Exhibit10.20
    
    
    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).10.21
    
    
    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).10.22
    
    
    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).10.23
    
    
    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).10.24
    
    
    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).10.25
    
    
    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).10.26
    
    
    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).10.27
    
    
    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). 10.28
    
    
    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).10.29
    
    
    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).10.30
    
    
    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 Form8-K, filed with the SEC on September 16,
2008).10.31
    
    
    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).10.32
    
    
    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).10.33
    
    
    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).10.34
    
    
    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 Form10-Q for the
quarter ended September 30, 2009, filed with the SEC on November 6, 2009). 10.35
    
    
    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). 
  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