2013-11-14T11:46:35-06:00 2012-12-31 420714325 MCGLADREY LLP 9737 WASHINGTONIAN BLVD 400 GAITHERSBURG MD 208787340 990 2012-01-01 536000125 ASSOCIATION OF AMERICAN RAILROADS ASSO 2026392114 425 THIRD STREET SW NO 1000 WASHINGTON DC 20024 JEFFREY D MARSH 2026392114 2013-11-14 1 WILLIAM E TURCO CPA P00369217 3012963600 2012 2016-02-25 16:41:14Z EDWARD HAMBERGER 425 THIRD STREET SW NO 1000 WASHINGTON DC 20024 68827530 0 X WWW.AAR.ORG X 1934 DC TO PROMOTE THE COMMON INTERESTS OF RAILROADS. 11 10 75 10 437429 35309 0 0 56745201 60517830 2760799 388150 3248029 2892633 62754029 63798613 10688823 12491097 0 0 17515150 17942600 0 0 0 32182575 33700903 60386548 64134600 2367481 -335987 30550224 28287159 48514033 49506350 -17963809 -21219191 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. IN THE PAST FEW YEARS, THE SRI PROGRAM HAS MOVED DEEPER INTO THE INNOVATION PROCESS IN THE AREAS OF CARS, TRACK, AND VEHICLE/TRACK INTERACTION. THE PROGRAM CONTINUED TO BE INVOLVED IN PRODUCT AND PROCESS DEVELOPMENT AND IMPLEMENTATION. INTEGRATED COMMUNICATIONS CAMPAIGN:A PROGRAM OF MEDIA OUTREACH, ADVERTISING AND ELECTRONIC MAILINGS 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 1 0 1 74 0 1 75 1 1 1 1 UK 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 SR VP - FINANCE & CFO 2026392118 425 THIRD STREET SW NO 1000 WASHINGTON DC 20024 MICHAEL R HAVERTY 1.00 X 0 0 0 JOHN C HELLMAN 1.00 X 0 0 0 CHARLES W WICK MOORMAN 1.00 X 0 0 0 MATTHEW K ROSE 1.00 X 0 0 0 MICHAEL J WARD 1.00 X 0 0 0 JAMES R YOUNG 1.00 X 0 0 0 CLAUDE MONGEAU 1.00 X 0 0 0 E HUNTER HARRISON 1.00 X 0 0 0 PETER A GILBERTSON 1.00 X 0 0 0 RICK WEBB 1.00 X 0 0 0 EDWARD R HAMBERGER 39.00 1.00 X X 2221105 0 738183 LOUIS P WARCHOT 39.00 1.00 X 3320912 0 79678 JOHN T GRAY 39.00 1.00 X 616156 0 47050 LAURIE L KNIGHT 40.00 X 616780 0 19378 JEFFREY D MARSH 36.00 4.00 X 505203 0 277802 PATRICIA M REILLY 39.00 1.00 X 531977 0 44915 ROBERT C VANDERCLUTE 36.00 4.00 X 507702 0 39463 JOHN F WETZEL 40.00 X 472528 0 204845 JANET L BARTELMAY 39.00 1.00 X 698289 0 148734 MICHAEL J RUSH 40.00 X 981020 0 214690 ROBERT E FRONCZAK 40.00 X 528565 0 63171 FRANKLIN N HARDESTY 40.00 X 380480 0 72860 WILLIAM C THOMPSON 40.00 X 287791 0 48623 PETER W FRENCH 40.00 X 243565 0 81124 11912073 0 2080516 14 0 1 0 TRANSPORTATION TECHNOLOGY CENTER INC 55500 DOT ROAD PUEBLO CO 81001 TESTING & RESEARCH 15425097 STEPTOE & JOHNSON LLP 1330 CONNECTICUT AV NW WASHINGTON DC 20036 LEGAL CONSULTING 485357 GIBSON DUNN 1050 CONNECTICUT AV NW WASHINGTON DC 20036 LEGAL CONSULTING 446353 SKD KNICKERBOCKER LLC 1818 N ST NW WASHINGTON DC 20036 PR/ADVERTISING 440118 BREAUX LOTT LEADERSHIP GROUP LLC 2550 M ST NW WASHINGTON DC 20036 LEGISLATIVE CONSULTANTS 360187 31 MEMBERSHIP DUES 900099 51870846 51870846 INDUSTRY SUPPORT 900099 4964806 4964806 USER FEES 900099 3314662 3314662 PUBLICATIONS 900099 198243 198243 MEETINGS & CONFERENCES 812900 164389 164389 4884 4884 60517830 43023 43023 110 110 87768 0 87768 87768 87768 5374044 5028917 345127 345127 345127 INTERCO COST SHARE 900099 2340333 2288786 51547 ERIP/RET COST REIM 900099 242929 242929 OTHER REVENUE 900099 158210 158210 63283 63283 2804755 63798613 62885156 437429 476028 12491097 11181210 3652840 974326 1012918 1121306 2578582 124583 1678010 4209775 4589262 781666 150894 1854282 1074748 5226 477394 207555 INTERCOMPANY EXPENSES 15425096 OTHER EXPENSES 346967 BAD DEBT 192687 PROPERTY TAXES 4176 64134600 8944841 11342712 1772235 1048028 309975 284126 26193007 23177863 3371181 3015144 1957915 1971485 8970899 8970899 5223178 1654765 30550224 28287159 11558006 7697671 1241347 1157640 590913 294843 35123767 40356196 48514033 49506350 X -17963809 -21219191 -17963809 -21219191 30550224 28287159 X -335987 -119785 -2799610 X 0 1 X 1 0 0 0 1 51870846 10252790 -504339 9748451 10555695 -807244 0 1 X 3000604 604787 2395817 1153784 932463 221321 22038619 21640613 398006 3015144 8970899 C 8970899 CUSTODIAL FUNDS 294843 DEFERRED TAX ASSET 55704 INVESTMENTS RELATED TO SUPP. EMPLOYEE BENEFIT PLANS 1304218 1654765 LIABILITY UNDER DEFERRED COMPENSATION 455900 CURRENT PORTION-OPEB LIABILITY 126872 OTHER POSTEMPLOYMENT BENEFITS 70331 ACCRUED PENSION COST 25448382 SERP OBLIGATION 2529938 DEFERRED RENT PAYABLES 3971671 CAPITAL LEASE OBLIGATIONS 63847 DUE TO SUBSIDIARIES 7689255 40356196 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. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: 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 AN INFORMATION RETURN, 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 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 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 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 2009. NORTH AMERICA - CANADA AND MEXICO, BUT 0 0 PROGRAM SERVICES TRAVEL, MEETING, LODGING, REGISTRATION FEES AND PERSONNEL COSTS 85945 EUROPE (INCLUDING ICELAND & GREENLAND) - 0 0 PROGRAM SERVICES TRAVEL, MEETING, LODGING, REGISTRATION FEES AND PERSONNEL COSTS 34558 0 0 0 0 0 0 120503 0 120503 0 0 0 0 0 0 1 ACCCE AMERICAN COALITION FOR CLEAN COAL ELECTRICITY 333 JOHN CARLYLE STREET SUITE 530 ALEXANDRIA VA 22314 521799853 501(C)(6) 7958648 PROGRAM SUPPORT AMERICAN PETROLEUM INSTITUTE P O BOX 1425 MERRIFIELD VA 221161425 130433430 501(C)(6) 38250 PROGRAM SUPPORT AMERICANS FOR TAX REFORM 722 12TH STREET NW FOURTH FLOOR WASHINGTON DC 20005 521403587 501(C)(4) 25000 PROGRAM SUPPORT CONGRESSIONAL BLACK CAUCUS 413 NEW JERSEY AVENUE SE WASHINGTON DC 20003 522270607 501(C)(4) 11000 THE CBC INSTITUTE 2012 TUNICA CONFERENCE AND CBC EVENT SPONSORSHIP CONGRESSIONAL BLACK CAUCUS FOUNDATION 1720 MASSACHUSETTS AVE NW WASHINGTON DC 20036 521160561 501(C)(3) 10000 EVENT SUPPORT COLLINSJOHNSON GROUP 1730 PENNSYLVANIA AVENUE NW SUITE 875 WASHINGTON DC 20006 451292936 10000 EVENT SUPPORT CONGRESSIONAL INSTITUTE INC 1700 DIAGONAL ROAD SUITE 730 ALEXANDRIA VA 22314 521504189 501(C)(4) 22917 PROGRAM SUPPORT COALITION AGAINST BIGGER TRUCKS LLC 901 N PITT STREET SUITE 310 ALEXANDRIA VA 22314 943229678 501(C)(4) 1120000 PROGRAM SUPPORT THE FAITH & POLITICS INSTITUTE 110 MARYLAND AVENUE NE SUITE 504 WASHINGTON DC 20002 521759052 501(C)(3) 10000 PROGRAM SUPPORT GORAIL 901N PITT STREETSUITE 315 ALEXANDRIA VA 22314 352226505 501(C)(4) 1000000 PROGRAM SUPPORT MARCH OF DIMES FOUNDATION NATIONAL CAPITAL AREA CHAPTER 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 NATIONAL ASSOCIATION OF COUNTIESCO 2012 NACO CONFERENCE 436 GRANT STREET ROOM 101 PITTSBURGH PA 15219 530190321 501(C)(4) 10000 EVENT SUPPORT NCSL FOUNDATION FOR STATE LEGISLATURES 7700 EAST FIRST PLACE DENVER CO 80230 742232576 501(C)(3) 7500 PROGRAM SUPPORT NORTH AMERICAN RAIL SHIPPERS ASSOCIATION (NARS) 2115 PORTSMOUTH DRIVE RICHARDSON TX 750824839 752635975 501(C)(6) 8500 PROGRAM/EVENT SUPPORT RAILROAD RESEARCH FOUNDATION 425 THIRD ST SW SUITE 910 WASHINGTON DC 20024 522344655 501(C)(3) 606244 PROGRAM SUPPORT SURFACE TRANSPORTATION POLICY PROJECT 1707 L STREET NW SUITE 1050 WASHINGTON DC 20036 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 ATTN KATHY HELPLER B107 205 N MATHEWS AVE URBANA IL 61801 376006007 501(C)(3) 356400 PROGRAM SUPPORT US CHAMBER OF COMMERCE 1615 H STREET NW WASHINGTON DC 20062 530045720 501(C)(6) 1025000 PROGRAM SUPPORT BECAUSE OF ELIZABETH PO BOX 214 MCLEAN VA 22101 300220742 501(C)(3) 7308 PROGRAM SUPPORT 10 11 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, 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 1 1 X X X X X 0 1 0 EDWARD R HAMBERGER 811256 0 1396880 0 12969 0 678866 0 62197 0 2962168 0 0 0 LOUIS P WARCHOT 338196 0 2350358 0 632358 0 55351 0 44522 0 3420785 0 0 0 JOHN T GRAY 302966 0 308842 0 4348 0 30478 0 28241 0 674875 0 0 0 LAURIE L KNIGHT 358755 0 256818 0 1207 0 12397 0 16037 0 645214 0 0 0 JEFFREY D MARSH 269128 0 233535 0 2540 0 256318 0 32203 0 793724 0 0 0 PATRICIA M REILLY 282787 0 246091 0 3099 0 22538 0 35457 0 589972 0 0 0 ROBERT C VANDERCLUTE 267884 0 232229 0 7589 0 22891 0 27541 0 558134 0 0 0 JOHN F WETZEL 228357 0 240195 0 3976 0 202468 0 7124 0 682120 0 0 0 JANET L BARTELMAY 188655 0 506634 0 3000 0 141363 0 14566 0 854218 0 0 0 MICHAEL J RUSH 188088 0 789332 0 3600 0 208983 0 10079 0 1200082 0 0 0 ROBERT E FRONCZAK 174970 0 351116 0 2479 0 45549 0 23757 0 597871 0 0 0 FRANKLIN N HARDESTY 171494 0 205856 0 3130 0 65031 0 14269 0 459780 0 0 0 WILLIAM C THOMPSON 204441 0 61093 0 22257 0 26746 0 29579 0 344116 0 0 0 PETER W FRENCH 182388 0 55777 0 5400 0 59352 0 28194 0 331111 0 0 0 PART I, LINE 1A TAX INDEMNIFICATION AND GROSS-UP PAYMENTS: LOUIS P. WARCHOT - $103,000 (AMOUNT WAS INCLUDED IN SERP PAYMENT) HOUSING ALLOWANCE: WILLIAM C. THOMPSON - $11,750 - TAXABLE SOCIAL CLUB DUES: EDWARD R. HAMBERGER - $10,952 - NONTAXABLE LOUIS P. WARCHOT - $7,152 - NONTAXABLE ROBERT C. VANDERCLUTE - $75 - NONTAXABLE ROBERT E. FRONCZAK - $475 - NONTAXABLE PART I, LINE 4B THE FOLLOWING INDIVIDUALS PARTICIPATE IN A SERP: EDWARD R. HAMBERGER - $633,069 JEFFREY D. MARSH - $227,062 JOHN F. WETZEL - $150,018 JANET L. BARTELMAY - $89,504 MICHAEL RUSH - $143,813 SCHEDULE J, PART II, DEFERRED COMPENSATION: COMPENSATION FOR CERTAIN PERSONS INCLUDES PAYMENTS MADE IN 2012 UNDER AAR'S LONG TERM INCENTIVE COMPENSATION PLAN (DEFERRED COMPENSATION). FOLLOWING INDIVIDUALS RECEIVED PAYMENTS MADE IN 2012 UNDER THE PLAN: LOUIS P. WARCHOT - $2,055,648 JOHN T. GRAY - $55,000 JOHN F. WETZEL - $118,382 JANET L. BARTELMAY - $398,288 MICHAEL J. RUSH - $650,986 ROBERT E. FRONCZAK - $299,213 FRANKLIN N. HARDESTY - $154,922 LONG TERM INCENTIVE PLAN PAYMENTS ARE SHOWN IN SCHEDULE J, PART II, COLUMN (B)(II) THE FOLLOWING INDIVIDUAL RECEIVED PAYMENT FROM SERP: LOUIS P. WARCHOT - $622,704 SERP PAYMENTS ARE SHOWN IN SCHEDULE J, PART II, COLUMN B(III). TRANSPORTATION TECHNOLOGY CENTER INC EDWARD HAMBERGER (BOARD) AND JANET BARTELMAY (OFFICER) 17132075 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. 0 RAILINC CORPORATION EDWARD HAMBERGER (BOARD) AND JANET BARTELMAY (OFFICER) 1730624 PERFORMANCE OF SERVICES FOR THE INTERESTED ENTITY, PAYMENT OF ROYALTIES BY ENTITY, AND EXPENSE REIMBURSEMENT PAID BY THE INTERESTED ENTITY. 0 FORM 990, PART VI, SECTION A, LINE 2 EDWARD HAMBERTER AND JANET BARTELMAY - 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 TO TOWNS AND CITIES THROUGHOUT THE U.S. 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 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 2012 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 BOARD MEMBERS, 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, 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. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: UNRECOGNIZED CHANGE, DEFINED BENEFIT PLAN OBLIGATIONS -2,799,610. FORM 990, PART VII, SEC A, LN 1A COL E & SCHEDULE J, PART II, COL B(II): REPORTABLE COMPENSATION IS INCLUSIVE OF TWO ANNUAL BONUSES PAID AS A CONSEQUENCE OF ACCELERATING PAYMENT OF THE 2012 ANNUAL BONUS. RAILROAD RESEARCH FOUNDATION 425 THIRD ST SW SUITE 910 WASHINGTON DC 20024 522344655 RESEARCH DE 501(C)(3) LINE 7 ASSOCIATION OF AMERICAN RAILROADS 0 RAILPAC 425 THIRD ST SW SUITE 1000 WASHINGTON DC 20024 000280743 POLITICAL ACTIVITIES DC 527 ASSOCIATION OF AMERICAN RAILROADS 0 AAR-NRLC GROUP 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 0 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 0 TRANSPORTATION TECHNOLOGY CENTER INC 55500 DOT ROAD PUEBLO CO 81001 841440384 RESEARCH & TESTING DE ASSOCIATION OF AMERICAN RAILROADS C 28381265 29499059 1.00000 0 RAILINC CORPORATION 7001 WESTON PARKWAY SUITE 200 CARY NC 27513 522131600 IT & SVCS DE ASSOCIATION OF AMERICAN RAILROADS C 48210353 30579781 1.00000 0 1 1 0 1 1 0 0 0 0 1 0 1 1 1 1 0 1 0 0 RAILINC CORPORATION A 155373 COST RAILINC CORPORATION L 1296470 COST RAILINC CORPORATION Q 278781 COST RAILROAD RESEARCH FOUNDATION B 606244 COST RAILROAD RESEARCH FOUNDATION J 19900 COST RAILROAD RESEARCH FOUNDATION L 183476 COST RAILROAD RESEARCH FOUNDATION Q 35531 COST TRANSPORTATION TECHNOLOGY CENTER INC J 5613 COST TRANSPORTATION TECHNOLOGY CENTER INC L 722382 COST TRANSPORTATION TECHNOLOGY CENTER INC M 15431377 COST TRANSPORTATION TECHNOLOGY CENTER INC Q 972703 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.