Exhibit 1.02
FreightCar America, Inc.
Conflict Minerals Report
For the Year Ended December 31, 2013
This report, for the year ended December 31, 2013, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rule”). The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The Conflict Minerals Rule imposes certain reporting obligations on SEC registrants that manufacture products or contract for products to be manufactured that contain conflict minerals that are necessary to the functionality or production of such products. “Conflict Minerals” are currently defined as cassiterite, columbite-tantalite (coltan), gold, wolframite and their derivatives, which are limited to tin, tantalum and tungsten (collectively, “3TG”). These requirements apply to registrants whatever the geographic origin of the Conflict Minerals and whether or not the Conflict Minerals finance or benefit armed groups (as defined in Section 1502 of the Dodd-Frank Act).
If a registrant can establish that the Conflict Minerals originated from sources other than the Democratic Republic of the Congo or an adjoining country (as defined in Section 1502 of the Dodd-Frank Act and, collectively with the Democratic Republic of the Congo, the “Covered Countries”) or from recycled or scrap sources, it must submit a Form SD to the SEC that describes the reasonable country of origin inquiry completed by the registrant.
If a registrant has reason to believe that any of the Conflict Minerals in its supply chain may have originated in any of the Covered Countries, or if it is unable to determine the country of origin of those Conflict Minerals, then the registrant must exercise due diligence with respect to the Conflict Minerals’ source and chain of custody. The registrant must annually submit a Form SD and a Conflict Minerals Report to the SEC that includes a description of its due diligence measures.
Company Overview
This report has been prepared by the management of FreightCar America, Inc. “FreightCar,” the “Company,” “we,” “us” and “our” are used interchangeably to refer to FreightCar America, Inc. and its subsidiaries collectively. FreightCar America, Inc. operates primarily in North America and manufactures a wide range of railroad freight cars, supplies railcar parts, leases freight cars and provides railcar maintenance and repairs. The Company designs and builds high-quality railcars, including coal cars, bulk commodity cars, covered hopper cars, intermodal and non-intermodal flat cars, mill gondola cars, coil steel cars and motor vehicle carriers. The Company is headquartered in Chicago, Illinois and has facilities in the following locations: Cherokee, Alabama; Danville, Illinois; Grand Island, Nebraska; Hastings, Nebraska; Johnstown, Pennsylvania; and Roanoke, Virginia.
The Company’s operations comprise two reportable segments, Manufacturing and Services. The Company’s Manufacturing segment includes new railcar manufacturing, used railcar sales, railcar leasing and major railcar rebuilds. The Company’s Services segment includes general railcar repair and maintenance, inspections and parts sales.
Supply Chain Overview
We are several layers removed from the smelters and refiners in our supply chain. Accordingly, we rely on our direct suppliers to provide information on the origin of the Conflict Minerals they supply to us, including the sources of Conflict Minerals that are supplied to them from their lower-tier suppliers.
Reasonable County of Origin Inquiry and Conclusion
As Conflict Minerals are necessary to the functionality or production of products manufactured by FreightCar or contracted by FreightCar to be manufactured, we conducted in good faith a reasonable country of origin inquiry (“RCOI”) for calendar year 2013 to determine whether any of such Conflict Minerals originated in a Covered Country or from recycled or scrap sources (as defined in Item 1.01(d)(6) of Form SD, “Recycled/Scrap Sources”). We conducted a supply chain survey of our direct suppliers using the Conflict Minerals Reporting Template developed by the Conflict-Free Sourcing Initiative, which is an initiative founded by members of the Electronic Industry Citizenship Coalition, Incorporated and the Global e-Sustainability Initiative (“EICC/GeSI”). In designing our RCOI, we surveyed 33 direct suppliers that in aggregate represented 93% of the Company’s expenditures for materials in 2013. Of the suppliers that were not surveyed, no supplier represented more than 0.4% of the Company’s expenditures for materials in 2013. We received responses from 29 suppliers representing 76% of the Company’s expenditures for materials in 2013. Some of the suppliers that responded were unable to determine whether their products contained Conflict Minerals while others were unable to determine the country of origin for the Conflict Minerals contained in their products. Accordingly, we cannot exclude the possibility that some of our products may contain Conflict Minerals that may have originated in one or more of the Covered Countries.
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| 1. | Due Diligence |
FreightCar designed its due diligence framework to conform in all material respects with the framework provided by the Organization for Economic Co-operation and Development (“OECD”) five-step framework for risk-based due diligence for responsible supply chains of minerals from conflict-affected and high-risk areas, an internationally recognized due diligence framework. FreightCar’s due diligence framework and compliance efforts are described below.
| A. | Establish Strong Management Systems |
We have taken the following actions to establish a Conflict Minerals management system:
| • | Established a cross-functional team, including representatives from our procurement, finance, legal and engineering groups to manage Conflict Minerals compliance. |
| • | Drafted a Conflict Minerals policy describing our commitment to complying with Section 1502 of the Dodd-Frank Act. The policy is currently under review by our executive management and, subject to the approval of the Company’s Board of Directors, will be posted on the Company’s website and communicated to all of our applicable suppliers. |
| • | Required our applicable suppliers to provide a comprehensive Conflict Minerals declaration for all Conflict Minerals in the form of the EICC/GeSI template. |
| • | Instituted performance metrics to track the number of supplier responses received and established procedures to follow up with those suppliers that have not responded or have supplied incomplete information. |
| • | Periodically reported to the Audit Committee of the Board of Directors with respect to our due diligence process and compliance obligations. |
| B. | Identify and Assess Risks in Our Supply Chain |
Of our 33 suppliers surveyed, 11 suppliers representing 33% of the Company’s expenditures for materials in 2013 either were not able to determine whether Conflict Minerals were contained in their products or were not able to determine the country of origin of the Conflict Minerals contained in their products. We expect that transparency in our supply chain will increase in the future and that will allow for better risk assessment at more detailed levels of our supply chain.
| C. | Design and Implement a Strategy to Respond to Identified Risks |
Our RCOI was reasonably designed and executed to determine the existence and source of Conflict Minerals in our supply chain, including from Recycled/Scrap Sources. We utilized the EICC/GeSI template for our RCOI. We conducted our effort to send surveys in good faith and made additional inquiries on a case-by-case basis to clarify or obtain more information as necessary. We evaluated survey responses to identify: (i) the uses and sources of Conflict Minerals; and (ii) any warning signs indicating that Conflict Minerals may have come from a Covered Country.
We do not have sufficient information, based on the survey responses received, to determine each of the specific facilities used to process Conflict Minerals or to identify specific countries of origin for all of the Conflict Minerals necessary to the functionality or production our products (whether manufactured or contracted to be manufactured by us).
During the 2014 reporting period, FreightCar has taken or will take the following steps to mitigate the risk that necessary Conflict Minerals used in our products could benefit or finance armed groups in the Covered Countries:
| • | Enhance supplier communication to improve due diligence data accuracy and completion. |
| • | Provide the Company’s Conflict Minerals Policy to suppliers as part of its EICC/GeSI Conflict Minerals Reporting Template-based supplier inquiry process for 2014. |
| • | If FreightCar identifies a reasonable risk that a supplier is violating our Conflict Minerals policy, we will require it to commit to and implement a corrective action plan within a reasonable timeline. Continued non-compliance and refusal to address issues of concern may ultimately lead to the evaluation of alternative sources of materials and termination of the supplier relationship. |
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| D. | Implement Targeted Independent Third-Party Due Diligence Audits |
FreightCar neither has a direct relationship with 3TG smelters and refiners, nor do we perform direct audits of those entities that provide our supply chain with 3TG. However, we do rely upon industry associations that administer independent third-party smelter and refinery audit programs. We will encourage targeted suppliers to participate in comparable due diligence validation activities in the future.
| E. | Report on Supply Chain Due Diligence |
This is our first Conflict Minerals Report. We plan to report annually, and our reports will be available on our website atwww.freightcaramerica.com.
| 2. | Product Description |
Although a significant portion of the materials and components used in manufacturing railcars, such as carbon steel, stainless steel and aluminum, do not contain Conflict Minerals, certain components of every railcar, such as the braking systems, may contain Conflict Minerals and our suppliers were not able to identify the country of origin of the Conflict Minerals included in the materials and components that they supply to us. Conflict Minerals may also be contained in other components of our railcar products that our suppliers have yet to identify for us.
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