2015-11-10T09:47:55-06:00 2014-12-31 420714325 RSM US LLP 9737 WASHINGTONIAN BLVD 400 GAITHERSBURG MD 208787340 990 2014-01-01 536000125 ASSOCIATION OF AMERICAN RAILROADS ASSO 2026392114 425 THIRD STREET SW NO 1000 WASHINGTON DC 20024 JEFFREY D MARSH SR VP, FINANCE & CFO 2026392114 2015-11-09 1 WILLIAM E TURCO CPA P00369217 3012963600 2014 2016-03-07 17:11:31Z EDWARD R HAMBERGER 425 THIRD STREET SW NO 1000 WASHINGTON DC 20024 65230143 0 X WWW.AAR.ORG X 1934 DC TO PROMOTE THE COMMON INTERESTS OF RAILROADS. 11 10 82 0 349520 37108 0 0 54038985 59461707 111210 106643 3362615 3475811 57512810 63044161 2684100 3521292 0 0 19552092 19110364 0 0 0 34465361 38914682 56701553 61546338 811257 1497823 24191920 28768081 33731054 44918348 -9539134 -16150267 AAR PROMOTES A SAFE AND EFFICIENT NORTH AMERICAN RAIL SYSTEM WITH PRINCIPAL ACTIVITIES IN AREAS SUCH AS STANDARDS, OPERATIONS, SAFETY, SECURITY, PUBLIC AFFAIRS AND PUBLIC POLICY. 0 0 STRATEGIC RESEARCH INITIATIVES (SRI):SRI PRIORITIES ARE SHARPLY FOCUSED ON CURRENT AND FUTURE FREIGHT RAILROAD INDUSTRY ISSUES ASSOCIATED WITH SAFETY, EFFICIENCY, AND RELIABILITY. THE RESEARCH PRIORITIES ARE EXPECTED TO CONTRIBUTE SIGNIFICANTLY TO INDUSTRY OBJECTIVES IN THE AREA OF OPERATING HEAVIER AXLE LOADS, AND, IN PARTICULAR, THE EFFECTS ON FREIGHT CARS, TRACK, AND THEIR INTERACTION. THE PROGRAM CONTINUED TO BE INVOLVED IN PRODUCT AND PROCESS DEVELOPMENT AND IMPLEMENTATION. INTEGRATED COMMUNICATIONS CAMPAIGN:A PROGRAM OF MEDIA OUTREACH, ADVERTISING AND DIGITAL MEDIA THAT FOCUSES ON (1) HOW THE FREIGHT RAIL INDUSTRY CONSISTENTLY AND EFFICIENTLY DELIVERS ECONOMIC AND ENVIRONMENTAL BENEFITS TO AMERICANS, (2) HOW RAILROADS USE MODERN TECHNOLOGY TO IMPROVE SAFETY AND PROVIDE PUBLIC BENEFITS INCLUDING A SAFE, FUEL EFFICIENT WAY TO MOVE GOODS AND CONNECT US TO THE GLOBAL ECONOMY, AND (3) PRESERVING BALANCED REGULATION OF THE FREIGHT RAIL INDUSTRY. PRESERVING BALANCED REGULATION:A PROGRAM TO PROMOTE THE CONTINUED NEED OF THE RAIL INDUSTRY TO OPERATE UNDER A BALANCED REGULATORY STRUCTURE WHICH ALLOWS RAILROADS THE OPPORTUNITY TO ACHIEVE REVENUES FOR REINVESTMENT. SUCH REINVESTMENT IS CRITICAL IF RAILROADS ARE TO BE ABLE TO ADDRESS THE CAPACITY CHALLENGES THAT INCREASED RAIL DEMAND FOR TRANSPORTATION BRINGS. 0 0 0 1 0 0 0 1 0 1 1 0 1 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 1 0 0 0 0 0 1 1 0 0 1 67 0 1 82 1 1 1 0 0 0 0 0 X 11 10 1 0 0 0 1 0 1 1 1 0 0 1 1 1 1 1 1 1 1 0 DC X JEFFREY MARSH SVP FINANCE ADMIN & CFO 2026392118 425 THIRD STREET SW NO 1000 WASHINGTON DC 20024 KEITH CREEL DIRECTOR 1.00 X 0 0 0 JOHN C HELLMAN DIRECTOR 1.00 X 0 0 0 CARL ICE DIRECTOR 1.00 X 0 0 0 JACK KORALESKI DIRECTOR 1.00 X 0 0 0 DENNIS MILLER DIRECTOR 1.00 X 0 0 0 CLAUDE MONGEAU DIRECTOR 1.00 X 0 0 0 CHARLES W WICK MOORMAN DIRECTOR 1.00 X 0 0 0 LARRY PARSONS DIRECTOR 1.00 X 0 0 0 MATTHEW K ROSE DIRECTOR 1.00 X 0 0 0 DAVID L STARLING DIRECTOR 1.00 X 0 0 0 MICHAEL J WARD DIRECTOR 1.00 X 0 0 0 EDWARD R HAMBERGER CEO & PRESIDENT 39.00 1.00 X X 1827490 0 883748 JOHN T GRAY SR. VP, POLICY & ECONOMIC 39.00 1.00 X 556476 0 52383 IAN JEFFRIES SR. VP, GOVT AFFAIRS 40.00 X 430664 0 39693 JEFFREY D MARSH SR. VP, FINANCE & CFO 36.00 4.00 X 460013 0 165712 PATRICIA M REILLY SR. VP, COMMUNICATIONS 39.00 1.00 X 501462 0 242720 ROBERT C VANDERCLUTE SR. VP, SAFETY & OPERATIONS 36.00 4.00 X 449617 0 50878 LOUIS P WARCHOT SR. VP, GENERAL COUNSEL 39.00 1.00 X 570692 0 64848 JOHN F WETZEL VP, GOVERNMENT AFFAIRS 40.00 X 330363 0 101085 JANET L BARTELMAY CORPORATE SECRETARY 39.00 1.00 X 673818 0 103916 MICHAEL J RUSH ASSOCIATE GENERAL COUNSEL 40.00 X 841608 0 113263 WILLIAM C THOMPSON PROGRAM MANAGER 40.00 X 288330 0 62939 PETER W FRENCH AVP, SAFETY 40.00 X 244087 0 93512 KELLY FRENCH DONLEY AVP, MEMBER SERVICES 39.00 1.00 X 230212 0 69952 DANIEL SAPHIRE ASSISTANT GENERAL COUNSEL 40.00 X 228777 0 75609 7633609 0 2120258 50 0 1 0 TRANSPORTATION TECHNOLOGY CENTER INC 55500 DOT RD PO BOX 11130 PUEBLO CO 810010130 TESTING & RESEARCH 15583144 STEPTOE & JOHNSON LLP 1330 CONNECTICUT AV NW WASHINGTON DC 20036 LEGAL CONSULTING 1549707 CALIFORNIA ENVIRONMENTAL ASSOCIATES 423 WASHINGTON ST 3RD FL SAN FRANCISCO CA 94111 ENVIRONMENTAL/REGULATORY CONSULTING 1190664 SIDELY AUSTIN LLP 1501 K ST NW 3RD FL WASHINGTON DC 20005 REGULATORY/ECONOMIC CONSULTING 1081005 COMPASS LEXECON 230 STATE ST 9TH FL BOSTON MA 02109 REGULATORY/ECONOMIC CONSULTING 758294 40 MEMBERSHIP DUES 900099 50350586 50350586 INDUSTRY SUPPORT 900099 4777336 4777336 USER FEES 900099 3760753 3760753 PUBLICATIONS 900099 357013 357013 MEETINGS & CONFERENCES 812900 206546 206546 9473 9473 59461707 30974 30974 187634 187634 69219 0 69219 69219 69219 1752341 509310 1624733 561249 127608 -51939 75669 75669 INTERCO COST SHARE 900099 2681040 2590410 90630 OTHER REVENUE 900099 260580 260580 ERIP/RET COST REIM 900099 224994 224994 52344 52344 3218958 63044161 62070565 349520 624076 X 3521292 14458315 1854381 1378633 1419035 2269223 102484 1410629 9994580 4660508 845867 142258 1725129 1102894 504 448614 218879 INCOME TAX & DEFERRED T 27732 INTERCOMPANY EXPENSES 15620057 OTHER EXPENSES 385290 PROPERTY TAXES 2095 -42061 61546338 4692247 12140227 4011763 1621414 312708 370227 26632759 23535246 2864211 3097513 1028129 1024476 8970899 8970899 2311963 1543325 24191920 28768081 6570804 12208064 1100700 1501274 642783 669360 25416767 30539650 33731054 44918348 X -9539134 -16150267 -9539134 -16150267 24191920 28768081 X 1497823 -105170 -8003786 X 0 1 X 1 0 0 0 1 50350586 6496686 -789033 5707653 5431748 275905 0 1 X 3025086 981662 2043424 1040706 910997 129709 22566967 21642587 924380 3097513 8970899 C 8970899 CUSTODIAL FUNDS 669360 DEFERRED TAX ASSET 45457 INVESTMENTS RELATED TO SUPP. EMPLOYEE BENEFIT PLANS 712321 OTHER POSTEMPLOYMENT BENEFITS 116187 1543325 CURRENT PORTION-OPEB LIABILITY 121000 ACCRUED PENSION COST 20727638 SERP OBLIGATION 3545081 DEFERRED RENT PAYABLES 3840403 DUE TO SUBSIDIARIES 2305528 30539650 X PART IV, LINE 2B: CUSTODIAL FUNDS ARE CARRIED AS AN ASSET AND OFFSETTING LIABILITY IN THE ASSOCIATION'S BALANCE SHEET. THE ASSOCIATION ACTS AS CUSTODIAN AND AGENT ON BEHALF OF CERTAIN RAILROAD INDUSTRY RELATED ORGANIZATIONS FOR WHICH THE ASSOCIATION PROVIDES BOOKKEEPING SERVICES. PART X, LINE 2: AAR IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(6) OF THE IRC. HOWEVER, AAR IS SUBJECT TO FEDERAL INCOME TAXES FOR ACTIVITIES THAT ARE UNRELATED TO ITS TAX-EXEMPT FUNCTION. RRF IS INCORPORATED UNDER IRC SECTION 501(C)(3) AS A TAX-EXEMPT ORGANIZATION AND IS FURTHER CLASSIFIED AS A PUBLIC CHARITY UNDER SECTION 509(A)(1) OF THE IRC; HOWEVER, RRF IS SUBJECT TO FEDERAL INCOME TAXES FOR ACTIVITIES THAT ARE UNRELATED TO ITS TAX-EXEMPT FUNCTION. AAR AND RRF, AS TAX EXEMPT ORGANIZATIONS, FILE SEPARATE INFORMATION RETURNS, FORM 990-RETURN OF ORGANIZATION EXEMPT FROM INCOME TAX, AND TO THE EXTENT OF ANY UNRELATED ACTIVITIES TO THEIR TAX-EXEMPT FUNCTION, FILE FORM 990-T-RETURN OF ORGANIZATION BUSINESS INCOME TAX RETURN. TTCI AND RAILINC FILE SEPARATE FEDERAL AND STATE INCOME TAX RETURNS. ACCORDINGLY, AMOUNTS REPORTED IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS REPRESENT THE COMBINED INCOME TAX ACCOUNTS OF AAR, TTCI, RAILINC, AND RRF. DEFERRED TAX ASSETS AND LIABILITIES ARE RECOGNIZED FOR THE FUTURE TAX CONSEQUENCES ATTRIBUTABLE TO DIFFERENCES BETWEEN THE FINANCIAL STATEMENT CARRYING AMOUNTS OF EXISTING ASSETS AND LIABILITIES AND THEIR RESPECTIVE TAX BASES AND OPERATING LOSS AND TAX CREDIT CARRYFORWARDS. DEFERRED TAX ASSETS AND LIABILITIES ARE MEASURED USING ENACTED TAX RATES EXPECTED TO APPLY TO TAXABLE INCOME IN THE YEARS IN WHICH THOSE TEMPORARY DIFFERENCES ARE EXPECTED TO REVERSE. IF APPROPRIATE, DEFERRED TAX ASSETS ARE REDUCED BY A VALUATION ALLOWANCE, WHICH REFLECTS EXPECTATIONS OF THE EXTENT TO WHICH SUCH ASSETS WILL BE REALIZED. THE ASSOCIATION FOLLOWS THE CODIFICATION TOPIC, INCOME TAXES, WHICH ADDRESSES THE DETERMINATION OF WHETHER TAX BENEFITS CLAIMED OR EXPECTED TO BE CLAIMED ON A TAX RETURN SHOULD BE RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS. UNDER THIS GUIDANCE, THE ASSOCIATION MAY RECOGNIZE THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY TAXING AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFITS RECOGNIZED IN THE CONSOLIDATED FINANCIAL STATEMENTS FROM SUCH A POSITION ARE MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE GUIDANCE ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES ALSO ADDRESSES DE-RECOGNITION, CLASSIFICATION, INTEREST AND PENALTIES ON INCOME TAXES, AND ACCOUNTING IN INTERIM PERIODS. MANAGEMENT EVALUATED THE ASSOCIATION'S PRECONSOLIDATED TAX POSITIONS AND CONCLUDED THAT THE ASSOCIATION HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE CONSOLIDATED FINANCIAL STATEMENTS TO COMPLY WITH THE PROVISIONS OF THIS GUIDANCE. GENERALLY, THE ASSOCIATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE, OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2011. NORTH AMERICA 0 0 PROGRAM SERVICES TRAVEL & ENTERTAINMENT, REGISTRATION FEES AND PERSONNEL COSTS 138348 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES TRAVEL & ENTERTAINMENT AND PERSONNEL COSTS 10448 EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES TRAVEL & ENTERTAINMENT AND PERSONNEL COSTS 6235 0 0 0 0 0 0 155031 0 155031 0 0 0 0 0 0 1 ALSRRA 50 F STREET NW SUITE 7020 WASHINGTON DC 20001 536000080 501(C)(6) 10000 EVENT SUPPORT ALZHEIMER'S ASSOCIATION NCAC 3701 PENDER DRIVE SUITE 400 FAIRFAX VA 22030 521196162 501(C)(3) 10000 EVENT SUPPORT AMERICAN ACTION NETWORK 1747 PENNSYLVANIA AVENUE NW 5TH FLOOR WASHINGTON DC 20006 270730508 501(C)(4) 100000 PROGRAM SUPPORT AMERICAN FOREST & PAPER ASSOCIATION 1101 K STREET NW NO 700 WASHINGTON DC 20005 521802251 501(C)(6) 7500 PROGRAM SUPPORT BECAUSE OF ELIZABETH FOUNDATION PO BOX 214 MCLEAN VA 22101 300220742 501(C)(3) 8104 PROGRAM SUPPORT COALITION AGAINST BIGGER TRUCKS LLC 901 N PITT STREET SUITE 310 ALEXANDRIA VA 22314 943229678 501(C)(4) 1300000 PROGRAM SUPPORT CONGRESSIONAL HISPANIC CAUCUS INSTITUTE 911 2ND STREET NE WASHINGTON DC 20002 521114225 501(C)(3) 7500 EVENT SUPPORT CONGRESSIONAL INSTITUTE INC 1700 DIAGONAL ROAD SUITE 730 ALEXANDRIA VA 22314 521504189 501(C)(4) 25000 PROGRAM SUPPORT CBC INSTITUTE 21ST CENTURY COUNCIL 413 NEW JERSEY AVENUE SE WASHINGTON DC 20003 522270607 501(C)(4) 23500 EVENT SUPPORT GORAIL 901 N PITT STREET SUITE 315 ALEXANDRIA VA 22314 352226505 501(C)(4) 375000 PROGRAM SUPPORT MARCH OF DIMES GOURMET GALA 2120 WASHINGTON BLVD SUITE 425 ARLINGTON VA 222045757 131846366 501(C)(3) 7500 EVENT SUPPORT METROPOLITAN PLANNING COUNCIL 140 SOUTH DEARBORN SUITE 1400 CHICAGO IL 60603 362382849 501(C)(3) 20000 PROGRAM SUPPORT NCSL FOUNDATION FOR STATE LEGISLATURES 7700 EAST FIRST PLACE DENVER CO 80230 742232576 501(C)(3) 15000 PROGRAM SUPPORT RAILROAD RESEARCH FOUNDATION 425 THIRD ST SW WASHINGTON DC 20024 522344655 501(C)(3) 125000 PROGRAM SUPPORT REPUBLICAN MAIN STREET PARTNERSHIP 325 7TH STREET NW STE 610 WASHINGTON DC 20004 591828852 501(C)(4) 10000 PROGRAM SUPPORT SOME INC (SO OTHERS MIGHT EAT) 5910 GLOSTER ROAD BETHESDA MD 20816 237098123 501(C)(3) 8157 EVENT SUPPORT SURFACE TRANSPORTATION POLICY PROJECT 750 FIRST ST NE SUITE 1130 WASHINGTON DC 20002 521864166 501(C)(3) 75000 PROGRAM SUPPORT TRANSPORTATION RESEARCH BOARD NATIONAL ACADEMY OF SCIENCES LOCK BOX 289 WASHINGTON DC 20055 530196932 501(C)(3) 32500 PROGRAM SUPPORT UNIVERSITY OF ILLINOIS 205 N MATHEWS AVE NEWMARK URBANA IL 61801 376006007 501(C)(3) 241000 PROGRAM SUPPORT US CHAMBER OF COMMERCE 1615 H STREET NW WASHINGTON DC 20062 530045720 501(C)(6) 1000000 PROGRAM SUPPORT 11 9 PART I, LINE 2: AAR AWARDS ASSISTANCE TO ORGANIZATIONS RECOGNIZED AS TAX-EXEMPT UNDER IRC SECTION 501(C) OR AS A COLLEGE OR UNIVERSITY. X X X X 1 1 X X X X X 0 1 0 EDWARD R HAMBERGER CEO & PRESIDENT 917758 0 891156 0 18576 0 831631 0 58195 0 2717316 0 0 0 JOHN T GRAY SR. VP, POLICY & ECONOMIC 323771 0 213857 0 18848 0 31563 0 28637 0 616676 0 0 0 IAN JEFFRIES SR. VP, GOVT AFFAIRS 287580 0 142500 0 584 0 12805 0 34587 0 478056 0 0 0 JEFFREY D MARSH SR. VP, FINANCE & CFO 306652 0 150405 0 2956 0 142507 0 31118 0 633638 0 0 0 PATRICIA M REILLY SR. VP, COMMUNICATIONS 334163 0 162230 0 5069 0 238840 0 12072 0 752374 0 0 0 ROBERT C VANDERCLUTE SR. VP, SAFETY & OPERATIONS 295878 0 145331 0 8408 0 30058 0 28262 0 507937 0 0 0 LOUIS P WARCHOT SR. VP, GENERAL COUNSEL 375377 0 184432 0 10883 0 36474 0 44470 0 651636 0 0 0 JOHN F WETZEL VP, GOVERNMENT AFFAIRS 252056 0 72470 0 5837 0 98145 0 7730 0 436238 0 0 0 JANET L BARTELMAY CORPORATE SECRETARY 206715 0 61023 0 406080 0 92935 0 18008 0 784761 0 0 0 MICHAEL J RUSH ASSOCIATE GENERAL COUNSEL 231699 0 67300 0 542609 0 109383 0 7811 0 958802 0 0 0 WILLIAM C THOMPSON PROGRAM MANAGER 227270 0 34409 0 26651 0 41563 0 24247 0 354140 0 0 0 PETER W FRENCH AVP, SAFETY 206701 0 31415 0 5971 0 72692 0 23726 0 340505 0 0 0 KELLY FRENCH DONLEY AVP, MEMBER SERVICES 197980 0 30373 0 1859 0 44078 0 31003 0 305293 0 0 0 DANIEL SAPHIRE ASSISTANT GENERAL COUNSEL 195766 0 29348 0 3663 0 72279 0 6600 0 307656 0 0 0 PART I, LINE 1A TRAVEL FOR COMPANIONS: EDWARD R. HAMBERGER RECEIVED A NON-TAXABLE SPOUSAL TRAVEL DUE TO ACTIVE PARTICIPATION IN BUSINESS EVENT. TAX INDEMNIFICATION AND GROSS-UP PAYMENTS: JANET L. BARTELMAY - $8,136 (AMOUNT INCLUDES SERP PAYMENT AND TAX GROSS-UP) MICHAEL J. RUSH - $20,021 (AMOUNT INCLUDES SERP PAYMENT AND TAX GROSS-UP) HOUSING ALLOWANCE: WILLIAM C. THOMPSON - $14,176 - TAXABLE NONTAXABLE SOCIAL CLUB DUES: EDWARD R. HAMBERGER - $11,827 LOUIS P. WARCHOT - $8,043 ROBERT C. VANDERCLUTE - $40 IAN JEFFRIES - $1,322 JOHN F. WETZEL - $720 WILLIAM C. THOMPSON - $516 PART I, LINE 4B THE FOLLOWING INDIVIDUALS PARTICIPATE IN A SERP: EDWARD R. HAMBERGER - $766,681 JEFFREY D. MARSH - $93,810 PATRICIA M. REILLY - $204,222 SCHEDULE J, PART II, DEFERRED COMPENSATION: THE FOLLOWING INDIVIDUAL RECEIVED PAYMENT FROM SERP: JANET L. BARTELMAY - $403,112 MICHAEL J. RUSH - $537,058 SERP PAYMENTS ARE SHOWN IN SCHEDULE J, PART II, COLUMN B(III). TRANSPORTATION TECHNOLOGY CENTER INC EDWARD HAMBERGER-BOARD, JANET BARTELMAY-OFFICER, LOUIS WARCHOT-OFFICER 17587808 PROG SVCS, PERFORMANCE OF SERVICES BY THE INTERESTED ENTITY, EXPENSE REIMBURSEMENT PAID BY THE INTERESTED ENTITY, FACILITIES LEASED BY THE INTERESTED ENTITY, AND PERFORMACE OF SERVICES FOR THE INTERESTED ENTITY.;LISTTOTAL 15382098 0 RAILINC CORPORATION EDWARD HAMBERGER-BOARD AND JANET BARTELMAY-OFFICER 6010735 PROG SVCS, PERFORMANCE OF SERVICES FOR THE INTERESTED ENTITY, PAYMENT OF ROYALTIES BY ENTITY, AND EXPENSE REIMBURSEMENT PAID BY THE INTERESTED ENTITY.;LISTTOTAL 2165481 0 FORM 990, PART VI, SECTION A, LINE 2 EDWARD HAMBERGER, JANET BARTELMAY AND LOUIS WARCHOT - BUSINESS RELATIONSHIP FORM 990, PART VI, SECTION A, LINE 6 ORGANIZATION'S MEMBERS AAR MEMBERS INCLUDE THE MAJOR FREIGHT RAILROADS OF THE UNITED STATES, CANADA AND MEXICO, AS WELL AS SMALLER RAILROADS THAT PROVIDE FREIGHT OR PASSENGER SERVICES THROUGHOUT NORTH AMERICA IN ADDITION, AMTRAK IS A FULL MEMBER OF AAR. AAR HAS THREE CLASSES OF MEMBERSHIP: (1) FULL MEMBERSHIP IS AVAILABLE TO U.S. RAILROADS, (2) SPECIAL MEMBERSHIP IS A AVAILABLE TO CANADIAN AND MEXICAN RAILROADS, AND (3) ASSOCIATE MEMBERSHIP IS AVAILABLE TO NON-CLASS 1 RAILROADS AND RAILROAD SUPPLIERS. AAR'S FULL MEMBERS HAVE VOTING RIGHTS AS PRESCRIBED IN THE AAR BY-LAWS. FORM 990, PART VI, SECTION A, LINE 7B AAR CORPORATE DOCUMENTS ALLOW FOR DECISIONS TO BE APPROVED BY MEMBERS TO THE EXTENT PROVIDED BY LAW. ALL MATTERS ARE SUBJECT TO APPROVAL IN ACCORDANCE WITH STATE/LOCAL LAW. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS REVIEWED IN DETAIL BY THE ORGANIZATION'S CFO, PRESIDENT AND GENERAL COUNSEL PRIOR TO FILING. A COPY OF THE 2014 FORM 990 WAS MADE AVAILABLE TO EACH MEMBER OF THE ORGANIZATION'S GOVERNING BODY FOR REVIEW PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C AN ANNUAL WRITTEN CONFIRMATION OF COMPLIANCE WITH THE ORGANIZATION'S CONFLICT OF INTEREST POLICIES IS REQUIRED FROM ALL AAR EMPLOYEES AND DIRECTORS. THE ANNUAL CONFLICT OF INTEREST DISCLOSURES OF EMPLOYEES ARE REVIEWED BY THE DIRECTOR OF HUMAN RESOURCES OR GENERAL COUNSEL. THE DISCLOSURES OF THE OFFICERS,INCLUDING PRESIDENT, AND CEO, ARE REPORTED TO THE GENERAL COUNSEL. DISCLOSURES OF THE GENERAL COUNSEL ARE REPORTED TO THE CEO. IN THE EVENT OF AN ACTUAL OR POTENTIAL CONFLICT, AAR WOULD INVESTIGATE AND TAKE APPROPRIATE ACTION TO AVOID THE ACTUAL OR POTENTIAL CONFLICT. SUCH ACTION WOULD INCLUDE THAT THE CONFLICTED PERSON DOES NOT PARTICIPATE IN THE REVIEW, RESOLUTION PROCESS, OR ANY DELIBERATION/DECISION MAKING RELATED TO THE MATTER. FOLLOW UP ACTIONS ARE TAKEN AS NEEDED BY AAR GENERAL COUNSEL OR THE CEO. FORM 990, PART VI, SECTION B, LINE 15 COMPARABILITY DATA IS PREPARED BY AN INDEPENDENT COMPENSATION CONSULTANT FOR EXECUTIVE (CEO AND VICE PRESIDENTS) COMPENSATION. THAT INFORMATION IS PROVIDED ANNUALLY TO THE ORGANIZATION'S GOVERNANCE COMMITTEE AS PART OF ITS ANNUAL BUDGET DELIBERATIONS. EXECUTIVE SALARIES ARE REVIEWED AND ANY MERIT ADJUSTMENTS FOR THAT FISCAL YEAR ARE DETERMINED AS PART OF THE ANNUAL BUDGETARY PROCESS. CONTEMPORANEOUS MINUTES OF GOVERNANCE COMMITTEE MEETINGS ARE MAINTAINED. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC TO THE EXTENT REQUIRED BY LAW. FORM 990, PART IX, LINE 11G OTHER FEES 5,433,101. ECONOMIC REGULATION 4,561,479. FORM 990, PART XI, LINE 9: UNRECOGNIZED CHANGE, DEFINED BENEFIT PLAN OBLIGATIONS -8,003,786. RAILROAD RESEARCH FOUNDATION 425 THIRD ST SW SUITE 910 WASHINGTON DC 20024 522344655 RESEARCH DE 501(C)(3) LINE 7 ASSOCIATION OF AMERICAN RAILROADS 1 RAILPAC 425 THIRD ST SW SUITE 1000 WASHINGTON DC 20024 000280743 POLITICAL ACTIVITIES DC 527 ASSOCIATION OF AMERICAN RAILROADS 1 AAR RETIREE LIFE INSURANCE TRUST 425 THIRD ST SW SUITE 1000 WASHINGTON DC 20024 521161363 PROVIDES RETIREE LIFE INSURANCE TO PLAN PARTICIPANTS DC 501(C)(9) ASSOCIATION OF AMERICAN RAILROADS 1 TRANSPORTATION TECHNOLOGY CENTER INC 55500 DOT ROAD PUEBLO CO 81001 841440384 RESEARCH & TESTING DE ASSOCIATION OF AMERICAN RAILROADS C 32459814 33417527 1.00000 0 RAILINC CORPORATION 7001 WESTON PARKWAY SUITE 200 CARY NC 27513 522131600 IT & SVCS DE ASSOCIATION OF AMERICAN RAILROADS C 64701171 33291924 1.00000 0 1 1 0 1 1 0 0 0 0 1 0 1 1 1 1 0 1 1 1 RAILINC CORPORATION A 155373 COST RAILINC CORPORATION L 1757525 COST RAILINC CORPORATION Q 330291 COST RAILINC CORPORATION S 3735028 COST RAILROAD RESEARCH FOUNDATION B 125000 COST RAILROAD RESEARCH FOUNDATION L 123469 COST TRANSPORTATION TECHNOLOGY CENTER INC L 916378 COST TRANSPORTATION TECHNOLOGY CENTER INC M 15586964 COST TRANSPORTATION TECHNOLOGY CENTER INC Q 1078458 COST RAILPAC R 60742 COST FORM 990, PART V THE TRANSACTIONS WITH RAILROAD RESEARCH FOUNDATION CORRESPONDING WITH LINES 1M AND 1N ARE MINIMAL IN AMOUNT. THE TRANSACTION CORRESPONDING WITH LINES 1D AND 1E INVOLVES AN UNSECURED LINE OF CREDIT WHICH WAS CO-SIGNED BY ORGANIZATIONS RELATED TO THE ASSOCIATION OF AMERICAN RAILROADS. DURING 2007, IN CONNECTION WITH AAR'S RENEWAL OF AN UNSECURED LINE OF CREDIT WITH SUNTRUST BANK, THE ASSOCIATION ENTERED INTO AN UNSECURED LINE OF CREDIT AS A CO-BORROWER WITH TTCI AND RAILINC (AS WHOLLY OWNED SUBSIDIARIES OF AAR), AND WITH RRF (AS AN AFFILIATED ORGANIZATION)IN THE AMOUNT OF $4 MILLION THAT EXPIRED JULY 31, 2008 AND WAS SUBSEQUENTLY RENEWED ANNUALLY THROUGH JULY 31, 2013. UNDER THE LINE OF CREDIT FACILITY, SUNTRUST BANK WILL ALLOW ADVANCES AT ANY TIME PROVIDED NO SIGNIFICANT DETERIORATION IN THE FINANCIAL CONDITION OF THE CO-BORROWERS HAS OCCURED. AS OF DECEMBER 31, 2012 NO AMOUNTS HAD BEEN WITHDRAWN ON THE LINE OF CREDIT.