8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) July 27, 2011

RailAmerica, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-32579	65-0328006
(Commission File Number)	(IRS Employer Identification No.)

7411 Fullerton Street, Suite 300, Jacksonville, Florida 32256
(Address of Principal Executive Offices) (Zip Code)

(800) 342-1131
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On July 27, 2011, RailAmerica, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for the second quarter of 2011. The Company will hold a conference call on July 28, 2011, at 8:30am EDT and post a presentation that will be used during the conference call on the Company’s website at www.railamerica.com. Copies of the press release and presentation are furnished herewith as Exhibits 99.1 and 99.2.

     The information in this Form 8-K, including the exhibits attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, unless expressly set forth by specific reference in such filing that such information is incorporated by reference therein.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

     (d) The following exhibits are being furnished herewith:

Exhibit No.		Description
	99.1	Press Release, dated July 27, 2011, issued by the Company announcing its second quarter 2011 operating results.
	99.2	Presentation to be given on July 28, 2011, as part of the second quarter 2011 earnings conference call.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RAILAMERICA, INC.
Date: July 28, 2011	By:	/s/ B. Clyde Preslar
		Name:	B. Clyde Preslar
		Title:	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit Index

Exhibit No.		Description
	99.1	Press Release, dated July 27, 2011, issued by the Company announcing its second quarter 2011 operating results.
	99.2	Presentation to be given on July 28, 2011, as part of the second quarter 2011 earnings conference call.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

RailAmerica, Inc. Reports Second Quarter 2011 Results

Second Quarter Highlights

• Revenue increased 17% versus second quarter 2010.

• Income from continuing operations of $0.17 per share.

• Adjusted income from continuing operations¹ of $0.24 per share.

• Acquired three railroads in Alabama.

JACKSONVILLE, FL, July 27, 2011 — RailAmerica, Inc. (NYSE: RA) today reported financial results for the quarter ended June 30, 2011. Second quarter 2011 revenue increased 17% to $139.2 million from $119.5 million in the second quarter of 2010. Freight revenue increased 7% to $105.6 million with average revenue per car up 11% and carloads down 3%. Non-freight revenue increased 59% to $33.6 million. Excluding acquisitions, non-freight revenue increased 21% versus second quarter 2010.

RailAmerica President and Chief Executive Officer John Giles, said “Our second quarter financial performance was strong despite persistent weather challenges, low coal volumes and fuel price pressures. By controlling costs and capitalizing on non-freight revenue and pricing opportunities, we increased operating income 16% excluding the impact of 45G credits, asset sales and impairments. This represents a record second quarter for RailAmerica. On the strategic front, I continue to be optimistic about our growing pipeline of acquisition and industrial development opportunities.”

RailAmerica reported second quarter 2011 income from continuing operations of $8.7 million, or $0.17 per diluted share. This compares to a loss from continuing operations of $4.2 million, or $0.08 per diluted share in the second quarter of 2010. Noteworthy items impacting the second quarters of 2011 and 2010 include:

• 45G credits: Because the latest extension of the tax credits (for 2010 and 2011) did not occur until December 2010, no benefits were recognized in the second quarter of 2010. A $5.1 million income statement benefit was recorded in the second quarter of 2011.

• Amortization of swap termination costs: Non-cash charges of $3.2 million and $5.6 million were recorded in interest expense during the second quarters of 2011 and 2010, respectively, due to the June 2009 termination of an interest rate swap agreement.

• Early retirement of debt: Second quarter of 2010 included $8.4 million of charges related to the early retirement of debt.

• Asset impairment: Second quarter of 2011 includes a non-cash, $3.2 million impairment charge resulting from a comprehensive evaluation of our locomotive fleet and the identification of surplus units.

¹ See schedule at end of press release for a reconciliation of non-GAAP financial measure.

• Taxes: RailAmerica’s effective tax rate in the second quarter of 2011 declined to 21.3% from 39.6% in the second quarter of 2010 primarily due to state tax law changes. Cash taxes paid in the second quarter of 2011 were $0.8 million compared to the financial statement provision for income tax expense of $2.4 million.

	For the Three Months Ended June 30,
($ in thousands except EPS)	2011						2010
	Pre Tax			EPS			Pre Tax			EPS
45G credits	$	5,133		$	0.06		$	0		$	0.00
Amortization of swap termination costs		(3,201	)		(0.04	)		(5,635	)		(0.06	)
Loss on extinguishment of debt		—			0.00			(8,357	)		(0.09	)
Impairment of assets		(3,220	)		(0.04	)		—			0.00

Note: Effective tax rate of 39%.

     The Company reported operating income of $28.7 million in the second quarter of 2011 compared to $23.1 million in the second quarter of 2010. Second quarter 2011 operating income and expenses were impacted by 45G credits and the asset impairment as discussed above. Other second quarter 2011 operating expenses were up primarily due to higher fuel prices and the inclusion of Atlas Railroad Construction Company, which was acquired in July 2010. Operating income excluding the impact of 45G credits, asset sales and impairments is shown below.

	For the Three Months Ended June 30,
($ in thousands)	2011			2010
Operating revenue	$	139,215		$	119,457
Operating expense		110,517			96,397
Operating income, reported		28,698			23,060
Less: Benefit from 45G credit monetization		(5,133	)		—
Operating income excluding 45G Benefit 1		23,565			23,060
Net (gain) / loss on sale of assets		(64	)		25
Impairment of assets		3,220			—
Operating income excluding 45G Benefit, Asset Sales and Impairments 1	$	26,721		$	23,085

¹ See schedule at the end of press release for a reconciliation of non-GAAP financial measure

     As previously announced, RailAmerica, Inc. will present its second quarter earnings on Thursday, July 28, 2011 at 8:30 a.m. Eastern Time via live teleconference and webcast. Those interested in participating via teleconference may dial (877) 756-2088. Callers outside the U.S. may dial (706) 643-9763. The conference ID number is 80929613. Participants should dial in no later than 10 minutes prior to the call. Presentation materials and access to the live webcast will be available in the Investors section of RailAmerica’s website (www.railamerica.com). Following the earnings call, a webcast replay will be archived on the Company’s website. A telephone replay will be available through August 4, 2011 beginning approximately two hours after the call. The recording can be accessed by dialing (800) 642-1687 or (706) 645-9291. The conference ID number is 80929613.

2

RailAmerica, Inc. owns and operates short-line and regional freight railroads in North America, operating a portfolio of 43 individual railroads with approximately 7,400 miles of track in 27 U.S. states and three Canadian provinces.

Cautionary Note Regarding Forward-Looking Statements
Certain items in this press release and other information we provide from time to time may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to future events and financial performance. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “appears,” “may,” “will,” “would,” “could,” “should,” “seeks,” “estimates” and variations on these words and similar expressions are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements. RailAmerica, Inc. can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. Factors that could have a material adverse effect on our operations and future prospects or that could cause actual results to differ materially from RailAmerica, Inc.’s expectations include, but are not limited to, prolonged capital markets disruption and volatility, general economic conditions and business conditions, our relationships with Class I railroads and other connecting carriers, our ability to obtain railcars and locomotives from other providers on which we are currently dependent, legislative and regulatory developments including rulings by the Surface Transportation Board or the Railroad Retirement Board, strikes or work stoppages by our employees, our transportation of hazardous materials by rail, rising fuel costs, goodwill assessment risks, acquisition risks, competitive pressures within the industry, risks related to the geographic markets in which we operate; and other risks detailed in RailAmerica, Inc.’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. In addition, new risks and uncertainties emerge from time to time, and it is not possible for RailAmerica, Inc. to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. RailAmerica, Inc. expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

###

INVESTOR CONTACT
Ira Berger
Vice President & Treasurer
Office: 904.538.6332

MEDIA CONTACT
Donia Crime
Office: 904.645.6200
Cell: 404.271.1437

3

RAILAMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
	(In thousands, except per share data)
Operating revenue	$	139,215		$	119,457		$	264,152		$	234,398
Operating expenses:
Labor and benefits		41,859			37,885			83,476			75,636
Equipment rents		8,889			8,637			17,555			17,136
Purchased services		11,327			9,673			20,433			18,228
Diesel fuel		14,578			10,518			28,745			21,762
Casualties and insurance		4,955			4,806			7,089			8,439
Materials		5,928			3,874			11,013			7,799
Joint facilities		2,550			1,945			4,755			4,091
Other expenses		10,672			8,279			20,605			17,377
Track maintenance expense reimbursement		(5,133	)		—			(9,283	)		—
Net (gain) loss on sale of assets		(64	)		25			143			(9	)
Impairment of assets		3,220			—			3,220			—
Depreciation and amortization		11,736			10,755			23,500			21,678
Total operating expenses		110,517			96,397			211,251			192,137
Operating income		28,698			23,060			52,901			42,261
Interest expense (including amortization costs of $4,384, $6,870, $9,242 and $14,174, respectively)		(18,143	)		(22,153	)		(36,734	)		(44,857	)
Other income (loss)		495			(7,900	)		1,035			(7,441	)
Income (loss) from continuing operations before income taxes		11,050			(6,993	)		17,202			(10,037	)
Provision for (benefit from) income taxes		2,350			(2,772	)		4,417			(3,302	)
Net income (loss)	$	8,700		$	(4,221	)	$	12,785		$	(6,735	)
Basic earnings per common share:
Net income (loss)	$	0.17		$	(0.08	)	$	0.24		$	(0.12	)
Diluted earnings per common share:
Net income (loss)	$	0.17		$	(0.08	)	$	0.24		$	(0.12	)
Weighted Average common shares outstanding:
Basic		52,282			54,869			53,467			54,718
Diluted		52,282			54,869			53,467			54,718

4

RAILAMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited)

	June 30,		December 31,
	2011		2010
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	116,482	$	152,968
Accounts and notes receivable, net of allowance of $8,270 and $6,767, respectively		98,743		74,668
Current deferred tax assets		27,499		12,769
Other current assets		25,311		15,200
Total current assets		268,035		255,605
Property, plant and equipment, net		998,957		981,622
Intangible assets		140,032		140,546
Goodwill		212,772		212,495
Other assets		12,410		13,385
Total assets	$	1,632,206	$	1,603,653
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	290	$	403
Accounts payable		81,114		66,258
Accrued expenses		56,618		36,913
Total current liabilities		138,022		103,574
Long-term debt, less current maturities		1,996		2,147
Senior secured notes		572,338		571,161
Deferred income taxes		222,718		202,985
Other liabilities		18,629		19,037
Total liabilities		953,703		898,904
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value, 400,000,000 shares authorized; 52,167,610 shares issued and outstanding at June 30, 2011; and 54,859,261 shares issued and outstanding at December 31, 2010		522		549
Additional paid in capital and other		589,005		636,757
Retained earnings		78,288		65,503
Accumulated other comprehensive income		10,688		1,940
Total stockholders’ equity		678,503		704,749
Total liabilities and stockholders’ equity	$	1,632,206	$	1,603,653

5

RAILAMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Six Months Ended
	June 30,
	2011			2010
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	12,785		$	(6,735	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization, including amortization of debt issuance costs classified in interest expense		25,864			24,139
Amortization of swap termination costs		6,878			11,708
Net loss (gain) on sale or disposal of properties		143			(9	)
Impairment of assets		3,220			—
Loss on extinguishment of debt		—			8,357
Equity compensation costs		4,979			3,490
Deferred income taxes and other		1,533			(5,994	)
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable		(23,767	)		(12,399	)
Other current assets		(10,031	)		7,421
Accounts payable		11,914			6,677
Accrued expenses		19,691			21,884
Other assets and liabilities		(481	)		191
Net cash provided by operating activities		52,728			58,730
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(36,185	)		(30,582	)
NECR government grant reimbursements		6,954			—
Proceeds from sale of assets		2,788			652
Acquisitions, net of cash acquired		(12,706	)		—
Deferred costs and other		(45	)		—
Net cash used in investing activities		(39,194	)		(29,930	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt		(263	)		(380	)
Repurchase of senior secured notes		—			(76,220	)
Repurchase of common stock		(50,091	)		—
Costs associated with sale of common stock		—			(106	)
Deferred financing costs paid		(119	)		(224	)
Net cash used in financing activities		(50,473	)		(76,930	)
Effect of exchange rates on cash		453			(234	)
Net decrease in cash		(36,486	)		(48,364	)
Cash, beginning of period		152,968			190,218
Cash, end of period	$	116,482		$	141,854

6

RAILAMERICA, INC. AND SUBSIDIARIES

SELECTED FINANCIAL INFORMATION
(Dollars in thousands)
(Unaudited)

	Three Months Ended June 30,
	2011					2010
Operating revenue	$	139,215		100.0	%	$	119,457	100.0	%
Operating expenses:
Labor and benefits		41,859		30.1	%		37,885	31.7	%
Equipment rents		8,889		6.4	%		8,637	7.2	%
Purchased services		11,327		8.1	%		9,673	8.1	%
Diesel fuel		14,578		10.5	%		10,518	8.8	%
Casualties and insurance		4,955		3.5	%		4,806	4.0	%
Materials		5,928		4.3	%		3,874	3.3	%
Joint facilities		2,550		1.8	%		1,945	1.7	%
Other expenses		10,672		7.7	%		8,279	6.9	%
Track maintenance expense reimbursement		(5,133	)	(3.7	)%		—	0.0	%
Net (gain) loss on sale of assets		(64	)	(0.0	)%		25	0.0	%
Impairment of assets		3,220		2.3	%		—	0.0	%
Depreciation and amortization		11,736		8.4	%		10,755	9.0	%
Total operating expenses		110,517		79.4	%		96,397	80.7	%
Operating income	$	28,698		20.6	%	$	23,060	19.3	%

	Six months Ended June 30,
	2011					2010
Operating revenue	$	264,152		100.0	%	$	234,398		100.0	%
Operating expenses:
Labor and benefits		83,476		31.6	%		75,636		32.3	%
Equipment rents		17,555		6.7	%		17,136		7.3	%
Purchased services		20,433		7.7	%		18,228		7.8	%
Diesel fuel		28,745		10.9	%		21,762		9.3	%
Casualties and insurance		7,089		2.7	%		8,439		3.6	%
Materials		11,013		4.2	%		7,799		3.3	%
Joint facilities		4,755		1.8	%		4,091		1.7	%
Other expenses		20,605		7.8	%		17,377		7.4	%
Track maintenance expense reimbursement		(9,283	)	(3.5	)%		—		0.0	%
Net loss (gain) on sale of assets		143		0.0	%		(9	)	0.0	%
Impairment of assets		3,220		1.2	%		—		0.0	%
Depreciation and amortization		23,500		8.9	%		21,678		9.3	%
Total operating expenses		211,251		80.0	%		192,137		82.0	%
Operating income	$	52,901		20.0	%	$	42,261		18.0	%

7

RAILAMERICA, INC. AND SUBSIDIARIES
Railroad Freight Revenue, Carloads and Average Freight Revenue
Per Carload
Comparison by Commodity Group
(Unaudited)

	Three Months Ended						Three Months Ended
	June 30, 2011						June 30, 2010
					Average Freight						Average Freight
	Freight				Revenue per		Freight				Revenue per
	Revenue		Carloads		Carload		Revenue		Carloads		Carload
	(Dollars in thousands, except average freight revenue per carload)
Agricultural Products	$	18,044		34,146	$	528	$	14,405		31,032	$	464
Chemicals		16,324		24,496		666		15,275		24,549		622
Metallic Ores and Metals		11,335		18,388		616		9,439		16,010		590
Pulp, Paper and Allied Products		10,481		17,154		611		9,108		16,112		565
Non-Metallic Minerals and Products		10,437		22,774		458		9,293		21,439		433
Forest Products		7,925		12,656		626		7,385		12,825		576
Coal		7,802		34,682		225		9,774		44,191		221
Food or Kindred Products		7,578		14,253		532		7,326		14,939		490
Waste and Scrap Materials		6,436		15,517		415		6,681		16,015		417
Petroleum		4,304		8,346		516		4,682		10,156		461
Other		3,401		7,019		485		2,928		7,681		381
Motor Vehicles		1,500		2,664		563		1,966		3,319		592
Total	$	105,567		212,095	$	498	$	98,262		218,268	$	450

	Six Months Ended						Six Months Ended
	June 30, 2011						June 30, 2010
					Average Freight						Average Freight
	Freight				Revenue per		Freight				Revenue per
	Revenue		Carloads		Carload		Revenue		Carloads		Carload
	(Dollars in thousands, except average freight revenue per carload)
Agricultural Products	$	32,979		64,856	$	508	$	29,890		64,974	$	460
Chemicals		32,489		49,398		658		29,290		47,961		611
Metallic Ores and Metals		21,533		34,987		615		19,061		33,069		576
Pulp, Paper and Allied Products		20,214		34,161		592		18,227		31,485		579
Non-Metallic Minerals and Products		19,490		42,628		457		17,187		39,203		438
Coal		16,389		75,427		217		19,359		86,966		223
Forest Products		14,759		24,088		613		13,977		24,311		575
Food or Kindred Products		14,669		27,889		526		14,178		28,957		490
Waste and Scrap Materials		11,671		28,610		408		11,987		29,130		412
Petroleum		9,953		19,662		506		10,327		21,979		470
Other		5,974		14,070		425		5,842		14,923		391
Motor Vehicles		3,082		5,361		575		3,772		6,560		575
Total	$	203,202		421,137	$	483	$	193,097		429,518	$	450

8

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES

     Adjusted income from continuing operations is a supplemental measure of profitability that is not calculated or presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We use non-GAAP financial measures as a supplement to our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. However, Adjusted income from continuing operations has limitations as an analytical tool. It is not a measurement of our profitability under GAAP and should not be considered as an alternative to Income (loss) from continuing operations as a measure of profitability.

     Adjusted income from continuing operations assists us in measuring our performance and profitability of our operations without the impact of transaction costs related to debt extinguishment, acquisitions, impairment of assets and swap termination. The following table sets forth the reconciliation of Adjusted income from continuing operations.

	2011
(In thousands, except per share data)	Q1				Q2				Q2 YTD
	After Tax		Per Share		After Tax		Per Share		After Tax		Per Share
Income from continuing operations	$	4,085	$	0.07	$	8,700	$	0.17	$	12,785	$	0.24
Add:
Amortization of swap termination costs		2,243		0.04		1,953		0.04		4,196		0.08
Impairment of assets		—		—		1,964		0.04		1,964		0.04
Acquisition costs		44		0.00		148		0.00		192		0.00
Adjusted income from continuing operations	$	6,372	$	0.12	$	12,765	$	0.24	$	19,137	$	0.36
Weighted Average common shares outstanding (diluted)		54,651				52,282				53,467

	2010
(In thousands, except per share data)	Q1						Q2						Q2 YTD
	After Tax			Per Share			After Tax			Per Share			After Tax			Per Share
Loss from continuing operations		($2,514	)	$	(0.05	)	$	(4,221	)	$	(0.08	)	$	(6,735	)	$	(0.12	)
Add:
Amortization of swap termination costs		3,644			0.07			3,437			0.06			7,081			0.13
Loss on extinguishment of debt		—			—			5,098			0.09			5,098			0.09
Acquisition (income) expense		—			—			159			0.00			159			0.00
Adjusted income from continuing operations	$	1,130		$	0.02		$	4,473		$	0.08		$	5,603		$	0.10
Weighted Average common shares outstanding (diluted)		54,568						54,869						54,718

     Note: Numbers may not add due to rounding

9

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES

     Operating Income Excluding 45G Benefit, Operating Ratio Excluding 45G Benefit, Operating Income Excluding 45G Benefit, Asset Sales & Impairments and Operating Ratio Excluding 45G Benefit, Asset Sales & Impairments are supplemental measures of profitability that are not calculated or presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We use non-GAAP financial measures as a supplement to our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. However, Operating Income Excluding 45G Benefit, Operating Ratio Excluding 45G Benefit, Operating Income Excluding 45G Benefit, Asset Sales & Impairments and Operating Ratio Excluding 45G Benefit, Asset Sales & Impairments have limitations as an analytical tool. They are not measurements of our profitability under GAAP and should not be considered as an alternative to Operating Income or Operating Ratio as a measure of profitability.

     Operating Income Excluding 45G Benefit and Operating Ratio Excluding 45G Benefit assist us in measuring our performance and profitability of our operations without the impact of monetizing the 45G Tax Benefit. Operating Income Excluding 45G Benefit, Asset Sales & Impairments and Operating Ratio Excluding 45G Benefit, Asset Sales & Impairments assist us in measuring our performance and profitability of our operations without the impact of monetizing the 45G Tax Benefit, Asset Sales and Impairments. The following table sets forth the reconciliation of Operating Income Excluding 45G Benefit from our Operating Income, Operating Ratio Excluding 45G Benefit from our Operating Ratio, Operating Income Excluding 45G Benefit, Asset Sales & Impairments from our Operating Income and Operating Ratio Excluding 45G Benefit, Asset Sales & Impairments from our Operating Ratio.

($ in thousands)	Q2 2011					Q2 2010
Operating revenue	$	139,215				$	119,457
Operating expense		110,517					96,397
Operating Income, reported		28,698					23,060
Operating ratio Reported				79.4	%			80.7	%
Less: Benefit from 45G credit monetization		(5,133	)	3.7	%		—	0.0	%
Operating income excuding 45G Benefit		23,565					23,060
Operating ratio excluding 45G Benefit				83.1	%			80.7	%
Net (gain) loss on sale of assets		(64	)	0.0	%		25	0.0	%
Impairment of assets		3,220		-2.3	%		—	0.0	%
Operating income excluding 45G Benefit, Asset Sales & Impairments	$	26,721				$	23,085
Operating ratio, excluding 45G Benefit, Asset Sales & Impairments				80.8	%			80.7	%

Note: Numbers may not add due to rounding

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EX-99.2

Exhibit 99.2

Second Quarter 2011 Earnings Conference Call July 28, 2011

Forward-Looking Statements 2 Certain items in this presentation and other information we provide from time to time may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to future events and financial performance. Words such as "anticipates," "expects," "intends," "plans," "projects," "believes," "appears," "may," "will," "would," "could," "should," "seeks," "estimates" and variations on these words and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements in this presentation, including operating ratio goals. RailAmerica, Inc. can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this presentation. Factors that could have a material adverse effect on our operations and future prospects or that could cause actual results to differ materially from RailAmerica, Inc.'s expectations include, but are not limited to, prolonged capital markets disruption and volatility, general economic conditions and business conditions, our relationships with Class I railroads and other connecting carriers, our ability to obtain railcars and locomotives from other providers on which we are currently dependent, legislative and regulatory developments including rulings by the Surface Transportation Board or the Railroad Retirement Board, strikes or work stoppages by our employees, our transportation of hazardous materials by rail, rising fuel costs, goodwill assessment risks, acquisition risks, competitive pressures within the industry, risks related to the geographic markets in which we operate; and other risks detailed in RailAmerica, Inc.'s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. In addition, new risks and uncertainties emerge from time to time, and it is not possible for RailAmerica, Inc. to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this presentation. RailAmerica, Inc. expressly disclaims any obligation to release publicly any updates or revisions to any forward- looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Executive Summary John Giles, President and Chief Executive Officer 3

Second quarter 2011 overview 4 Strategic Focus Accomplishments Organic Growth External Growth Financial Flexibility Revenue increased 17% Carloads declined 3% Average freight revenue per car up 11% Non-freight revenue up 59% Operating income (excluding 45G, asset sales & impairments) up 16%1 Adjusted income from continuing operations2 of $0.24 per share Acquired three railroads in Alabama Continue to actively pursue acquisitions $116 million of cash as of 6/30/11 ______________________ Note: (1) See page 23 for a reconciliation to GAAP. Reported operating income up 24% for Q2 2011 versus Q2 2010. (2) See page 24 for a reconciliation to GAAP. Reported income from continuing operations of $0.17 per share for Q2 2011.

Commercial Update Charlie Patterson, Chief Commercial Officer 5

6 ($in millions) Q2 2011 revenue up $19.8 million versus Q2 2010. Significant growth in non-freight revenue, strong pricing and growth in fuel surcharge offset lower volume. Freight Revenue $7.3 Second quarter 2011 revenue up 17% ______________________ Note: Numbers may not add or recalculate due to rounding. +17%

Second quarter 2011 carloads declined 3%, up 2% excluding coal 7 ______________________ Note: Numbers may not add or recalculate due to rounding.

Second quarter 2011 average freight revenue per carload up 11% 8 Change in Average Freight Revenue per Carload (Versus Prior Year Period) Core price increases in the + 4% range.

Second quarter non-freight revenue up 59% 9 ______________________ Note: Numbers may not add or recalculate due to rounding. (1) Acquisitions include Atlas (closed 7/1/10) and three Alabama railroads (closed 5/11/11) Non-freight revenue (reported) increase driven by solid growth in all areas except car hire. Excluding acquisitions, non-freight revenue grew 21%.

Operational Update John Giles, President and Chief Executive Officer 10

Continued focus on operating ratio improvement 11 Operating Ratio - excluding 45G benefit, asset sales and impairments negatively impacted by fuel and weather Fuel expense up 170 basis points Other expenses down 160 basis points ______________________ Note: (1) See page 23 for a reconciliation to GAAP. (2) Numbers may not add or recalculate due to rounding.

Safety trends 12 ______________________ Note: RailAmerica includes Canadian railroads and excludes Atlas. PI ratio rate per 200,000 man hours worked. FRA = Federal Railroad Administration. FRA Reportable Train Accidents FRA Reportable Train Accident Ratio

Financial Update Clyde Preslar, Chief Financial Officer 13

Second quarter 2011 EPS totaled $0.17 per share including 45G benefit 14 ______________________ Note: Numbers may not add due to rounding. NM = not meaningful.

Second quarter 2011 adjusted income from continuing operations was $0.24 per share including $0.06 per share from 45G benefit 15 ______________________ Note: (1) Q2 2011 cash taxes paid were $0.8 million . (2) Numbers may not add due to rounding.

Second quarter 2011 detailed results compared to prior year 16 ______________________ Note: (1) See page 23 for a reconciliation to GAAP.

Capital expenditures 17 Capital Expenditures ______________________ Note: Numbers may not add due to rounding.

Favorable tax attributes enhance cash flow and value to shareholders 18 Federal net operating loss carryforward (NOL's) of $79 million (as of 12/31/10) Unused 45G credits of $95 million (as of 12/31/10) 45G credits approved for 2011 Expect to pay minimal cash taxes over the next 5+ years Second quarter 2011 summary Financial statement income tax expense: $2.4 million Cash taxes paid: $0.8 million

Strong capital structure supports organic growth and strategic investments 19 Capitalization ______________________ Note: Numbers may not add due to rounding.

Q3 and full year estimates 20 ______________________ Note: (1) Assumes no acquisitions or debt repayment and does not include interest income on cash balances. (2) Assumes ~ $18 million in full year project capital.

21

Appendix 22

Operating Income and Operating Ratio Excluding 45G Benefit Reconciliation to GAAP & Operating Income and Operating Ratio Excluding 45G Benefit, Asset Sales & Impairments Reconciliation to GAAP 23 ______________________ Note: (1) Numbers may not add due to rounding. Operating Income Excluding 45G Benefit, Operating Ratio Excluding 45G Benefit, Operating Income Excluding 45G Benefit, Asset Sales & Impairments and Operating Ratio Excluding 45G Benefit, Asset Sales & Impairments are supplemental measures of profitability that are not calculated or presented in accordance with U.S. generally accepted accounting principles ("GAAP"). We use non-GAAP financial measures as a supplement to our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. However, Operating Income Excluding 45G Benefit, Operating Ratio Excluding 45G Benefit, Operating Income Excluding 45G Benefit, Asset Sales & Impairments and Operating Ratio Excluding 45G Benefit, Asset Sales & Impairments have limitations as an analytical tool. They are not measurements of our profitability under GAAP and should not be considered as an alternative to Operating Income or Operating Ratio as a measure of profitability. Operating Income Excluding 45G Benefit and Operating Ratio Excluding 45G Benefit assist us in measuring our performance and profitability of our operations without the impact of monetizing the 45G Tax Benefit. Operating Income Excluding 45G Benefit, Asset Sales & Impairments and Operating Ratio Excluding 45G Benefit, Asset Sales & Impairments assist us in measuring our performance and profitability of our operations without the impact of monetizing the 45G Tax Benefit, Asset Sales and Impairments. The following table sets forth the reconciliation of Operating Income Excluding 45G Benefit from our Operating Income, Operating Ratio Excluding 45G Benefit from our Operating Ratio, Operating Income Excluding 45G Benefit, Asset Sales & Impairments from our Operating Income and Operating Ratio Excluding 45G Benefit, Asset Sales & Impairments from our Operating Ratio.

Adjusted income from continuing operations reconciliation to GAAP 24 ______________________ Note: (1) Numbers may not add due to rounding. Adjusted income from continuing operations is a supplemental measure of profitability that is not calculated or presented in accordance with U.S. generally accepted accounting principles ("GAAP"). We use non-GAAP financial measures as a supplement to our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. However, Adjusted income from continuing operations has limitations as an analytical tool. It is not a measurement of our profitability under GAAP and should not be considered as an alternative to Income (loss) from continuing operations as a measure of profitability. Adjusted income from continuing operations assists us in measuring our performance and profitability of our operations without the impact of transaction costs related to debt extinguishment, acquisitions, impairment of assets and swap termination. The following table sets forth the reconciliation of Adjusted income from continuing operations.

Adjusted EBITDA reconciliation to GAAP 25 Adjusted EBITDA, is a supplemental measure of liquidity that is not calculated or presented in accordance with U.S. generally accepted accounting principles ("GAAP"). We use non-GAAP financial measures as a supplement to our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. However, Adjusted EBITDA has limitations as an analytical tool. It is not a measurement of our cash flows from operating activities under GAAP and should not be considered as an alternative to cash flow from operating activities as a measure of liquidity. Adjusted EBITDA assists us in monitoring our ability to undertake key investing and financing functions such as making investments, transferring property, paying dividends, and incurring additional indebtedness, which are generally prohibited by the covenants under our senior secured notes unless we met certain financial ratios and tests. Adjusted EBITDA represents EBITDA before impairment of assets, equity compensation costs and acquisition costs. EBITDA, also a non-GAAP financial measure, is defined as net income (loss) before interest expense, provision for (benefit from) income taxes and depreciation and amortization. The following tables set forth the reconciliation of Adjusted EBITDA from our cash flow from operating activities (in thousands):

Adjusted EBITDA reconciliation to GAAP (continued) 26

45G tax credit 27 ______________________ Note: (1) Numbers may not add due to rounding.