2012-11-14T13:17:34-06:00 2011-12-31 420714325 MCGLADREY LLP 9737 WASHINGTONIAN BLVD 400 GAITHERSBURG MD 208787340 990 2011-01-01 536000125 ASSOCIATION OF AMERICAN RAILROADS ASSO 2026392114 425 THIRD STREET SW NO 1000 WASHINGTON DC 20024 JEFFREY D MARSH 2026392114 2012-11-14 1 WILLIAM E TURCO CPA P00369217 3012963600 2011 2016-02-24 21:20:13Z EDWARD HAMBERGER 425 THIRD STREET SW NO 1000 WASHINGTON DC 20024 67653794 0 X WWW.AAR.ORG X 1934 DC 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. 14 13 77 0 99097 23878 0 0 52493982 56745201 1038074 2760799 9129086 3248029 62661142 62754029 8608654 10688823 0 0 17010347 17515150 0 0 0 35146478 32182575 60765479 60386548 1895663 2367481 32102719 29888708 40554000 47852517 -8451281 -17963809 TO PROMOTE THE COMMON INTERESTS OF RAILROADS. 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 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 67 0 1 77 1 1 1 1 UK 0 0 0 0 X 14 13 0 0 0 0 1 0 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X JEFFREY MARSH CFO 2026392118 425 THIRD STREET SW NO 1000 WASHINGTON DC 20024 FRED J GREEN 1.00 X 0 0 0 MICHAEL R HAVERTY 1.00 X 0 0 0 JOHN C HELLMAN 1.00 X 0 0 0 DENNIS H MILLER 1.00 X 0 0 0 CHARLES W 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 LARRY PARSONS 1.00 X 0 0 0 PETER A GILBERTSON 1.00 X 0 0 0 EMILIO SACRISTAN ROY 1.00 X 0 0 0 ROGELIO VELEZ LOPEZ 1.00 X 0 0 0 EDWARD HAMBERGER 40.00 X X 1219977 0 357417 LOUIS P WARCHOT 40.00 X 1879552 0 338187 JOHN T GRAY 40.00 X 435283 0 46888 ROBERT C VANDERCLUTE 40.00 X 342495 0 49793 HUBERT K O'BANNON 40.00 X 1979107 0 140039 PATRICIA M REILLY 40.00 X 358115 0 45707 JEFFREY D MARSH 40.00 X 337759 0 53649 JANET L BARTELMAY 40.00 X 535910 0 101665 JOHN F WETZEL 40.00 X 366022 0 154948 LAURIE L KNIGHT 40.00 X 134290 0 3878 PETER W FRENCH 40.00 X 208223 0 122334 MICHAEL J RUSH 40.00 X 817180 0 116606 FRANKLIN N HARDESTY 40.00 X 539572 0 58310 ROBERT E FRONCZAK 40.00 X 462453 0 53364 WILLIAM C THOMPSON 40.00 X 250255 0 52269 9866193 0 1695054 42 0 1 0 TRANSPORTATION TECHNOLOGY CENTER INC 55500 DOT ROAD PUEBLO CO 81001 TESTING & RESEARCH 13450277 STEPTOE & JOHNSON LLP 1330 CONNECTICUT AV NW WASHINGTON DC 20036 LEGAL CONSULTING 994814 SKD KNICKERBOCKER LLC 1818 N ST NW WASHINGTON DC 20036 PR/ADVERTISING 788470 COMPASS LEXECON 230 STATE ST 9TH FLR BOSTON MA 02109 LEGAL CONSULTING 508087 BREAUX LOTT LEADERSHIP GROUP LLC 2550 M ST NW WASHINGTON DC 20036 LEGISLATIVE CONSULTANTS 480000 29 MEMBERSHIP DUES 900099 50503318 50503318 USER FEES 900099 3269202 3269202 INDUSTRY SUPPORT 900099 2655558 2655558 PUBLICATIONS 900099 183924 183924 MEETINGS & CONFERENCES 812900 128542 114292 14250 4657 4657 56745201 104639 104639 155373 155373 81630 0 81630 81630 81630 7232825 323100 4566407 333358 2666418 -10258 2656160 2656160 INTERCO COST SHARE 900099 2159613 2114102 45511 OTHER REVENUE 900099 554163 554163 ERIP/RET COST REIM 900099 257914 257914 39336 39336 3011026 62754029 59657130 99097 2997802 10688823 8914334 5236301 989098 1050017 1325400 2934968 110701 1725203 4879986 3963138 813822 237045 1736591 1020840 7460 511782 232084 INTERCOMPANY EXPENSES 13486277 BAD DEBT 294525 OTHER EXPENSES 228153 60386548 4837546 8283325 2732537 1218927 1772235 436232 309975 26073860 22702679 3595402 3371181 1952102 1957915 8970899 8970899 8359074 5223178 32102719 29888708 10807547 11558006 984399 1241347 836378 590913 27925676 34462251 40554000 47852517 X -8451281 -17963809 -8451281 -17963809 32102719 29888708 X 2367481 -11880009 X 0 1 1 X 0 0 0 1 50503318 10645264 3121566 13766830 14271169 -504339 0 1 3000605 584496 2416109 1146280 826283 319997 21926975 21291900 635075 3371181 8970899 C 8970899 CUSTODIAL FUNDS 590913 DEFERRED TAX ASSET 40884 INVESTMENTS RELATED TO SUPP. EMPLOYEE BENEFIT PLANS 4591381 5223178 LIABILITY UNDER DEFERRED COMPENSATION 3971763 CURRENT PORTION-OPEB LIABILITY 193108 OTHER POSTEMPLOYMENT BENEFITS 54261 ACCRUED PENSION COST 23777982 SERP OBLIGATION 2375727 DEFERRED RENT PAYABLES 3988348 CAPITAL LEASE OBLIGATIONS 101062 34462251 62754029 60386548 2367481 -1788362 -10091647 -11880009 -9512528 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: THE ASSOCIATION IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(6) OF THE IRC. HOWEVER, THE ASSOCIATION IS SUBJECT TO FEDERAL INCOME TAXES FOR ACTIVITIES THAT ARE UNRELATED TO ITS TAX-EXEMPT FUNCTION. TTCI AND RAILINC FILE SEPARATE FEDERAL AND STATE INCOME TAX RETURNS. 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, THE FOUNDATION IS SUBJECT TO FEDERAL INCOME TAXES FOR ACTIVITIES THAT ARE UNRELATED TO ITS TAX-EXEMPT FUNCTION. ACCORDINGLY, AMOUNTS REPORTED IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS REPRESENT THE COMBINED INCOME TAX ACCOUNTS OF THE ASSOCIATION, 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 PERCENT 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 CONSOLIDATED 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 2008. PART XI, LINE 8 - OTHER ADJUSTMENTS: UNRECOGNIZED CHANGE, DEFINED BENEFIT PLAN OBLIGATIONS -10,091,647. NORTH AMERICA 0 0 PROGRAM SERVICES TRAVEL, MEETING, LODGING, REGISTRATION FEES AND PERSONNEL COSTS 125972 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES TRAVEL, MEETING, LODGING, REGISTRATION FEES AND PERSONNEL COSTS 61089 EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES TRAVEL, MEETING, LODGING, REGISTRATION FEES AND PERSONNEL COSTS 16705 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES TRAVEL, MEETING, LODGING, REGISTRATION FEES AND PERSONNEL COSTS 15036 0 0 0 0 0 0 218802 0 218802 0 0 0 0 0 0 1 AMERICAN COALITION FOR CLEAN COAL ELECTRICITY 333 JOHN CARLYLE STREET SUITE 530 ALEXANDRIA VA 22314 521799853 501(C)(6) 7953922 PROGRAM SUPPORT AMERICAN PETROLEUM INSTITUTE 1220 L STREET NW WASHINGTON DC 20005 130433430 501(C)(6) 55498 PROGRAM SUPPORT BLUEGREEN ALLIANCE 2828 UNIVERSITY AVENUE SE SUITE 200 200 MINNEAPOLIS MN 55414 203477309 501(C)(3) 25000 PROGRAM SUPPORT CBC INSTITUTE 5505 CONNECTICUT AVENUE NW SUITE 176 WASHINGTON DC 20015 522270607 501(C)(4) 20000 EVENT SUPPORT THE COMPETITIVE ENTERPRISE INSTITUTE 1899 L ST NW 12TH FLOOR WASHINGTON DC 20036 521351785 501(C)(3) 25000 EVENT SUPPORT CONGRESSIONAL INSTITUTE INC 1700 DIAGONAL ROAD SUITE 730 ALEXANDRIA VA 22314 521504189 501(C)(4) 27083 PROGRAM SUPPORT COALITION AGAINST BIGGER TRUCKS LLC 1001 N FAIRFAX ST SUITE 515 ALEXANDRIA VA 22314 943229678 501(C)(4) 535613 PROGRAM SUPPORT GORAIL 1001 N FAIRFAX ST SUITE 505 ALEXANDRIA VA 22314 352226505 501(C)(4) 1310000 PROGRAM SUPPORT MARCH OF DIMES FOUNDATION 2700 SOUTH QUINCY ST STE 220 ALEXANDRIA VA 22206 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) 7500 PROGRAM SUPPORT NORTH AMERICAN RAIL SHIPPERS ASSOCIATION (NARS) 2115 PORTSMOUTH DRIVE RICHARDSON TX 750824839 752635975 501(C)(6) 8500 PROGRAM/EVENT SUPPORT OPERATION LIFESAVER INC 1420 KING STREET SUITE 401 ALEXANDRIA VA 22314 742459189 501(C)(3) 27500 PROGRAM SUPPORT RAILROAD RESEARCH FOUNDATION 425 THIRD ST SW SUITE 910 WASHINGTON DC 20024 522344655 501(C)(3) 155826 PROGRAM SUPPORT RAILROAD RESEARCH FOUNDATION 425 THIRD ST SW SUITE 910 WASHINGTON DC 20024 522344655 501(C)(3) 40599 REIMBURSEMENT FOR COP2 COST SHARE STATE OF LOUISIANA DEPT OF TRANSPORATION & DEVELOPMENT PO BOX 94245 BATON ROUGE LA 70804 GOV'T 182680 ENVIRONMENTAL STUDY FOR NEW ORLEANS GATEWAY PROJECT SURFACE TRANSPORTATION POLICY PROJECT 1707 L STREET NW SUITE 1050 WASHINGTON DC 20036 521864166 501(C)(3) 120000 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 URBANA IL 61801 376006007 501(C)(3) 122400 PROGRAM SUPPORT BECAUSE OF ELIZABETH PO BOX 214 MCLEAN VA 22101 300220742 501(C)(3) 8012 PROGRAM SUPPORT 12 7 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 X 1 1 X X X X X 0 1 0 EDWARD HAMBERGER 787154 0 414374 0 18449 0 305037 0 55131 0 1580145 0 0 0 LOUIS P WARCHOT 329267 0 1545334 0 4951 0 312958 0 40674 0 2233184 0 0 0 JOHN T GRAY 294166 0 136907 0 4210 0 29036 0 25638 0 489957 0 0 0 ROBERT C VANDERCLUTE 260216 0 74933 0 7346 0 31941 0 24951 0 399387 0 0 0 HUBERT K O'BANNON 196830 0 89513 0 1692764 0 129625 0 22208 0 2130940 0 0 0 PATRICIA M REILLY 275698 0 79406 0 3011 0 20478 0 33008 0 411601 0 0 0 JEFFREY D MARSH 261066 0 75355 0 1338 0 28420 0 32443 0 398622 0 0 0 JANET L BARTELMAY 182974 0 350092 0 2844 0 92744 0 11476 0 640130 0 0 0 JOHN F WETZEL 192775 0 171093 0 2154 0 129719 0 30116 0 525857 0 0 0 PETER W FRENCH 175817 0 27269 0 5137 0 104482 0 20368 0 333073 0 0 0 MICHAEL J RUSH 182897 0 630741 0 3542 0 113294 0 5867 0 936341 0 0 0 FRANKLIN N HARDESTY 166797 0 121893 0 250882 0 50167 0 10481 0 600220 0 0 0 ROBERT E FRONCZAK 169747 0 291160 0 1546 0 36233 0 19987 0 518673 0 0 0 WILLIAM C THOMPSON 198165 0 29867 0 22223 0 27040 0 27970 0 305265 0 0 0 PART I, LINE 1A TRAVEL FOR COMPANIONS: EDWARD HAMBERGER - $341 - NON-TAXABLE LOUIS P. WARCHOT - $184 - NON-TAXABLE JEFFREY D. MARSH - $787 - NON-TAXABLE GROSS-UP PAYMENTS: HUBERT O'BANNON - $69,092 (AMOUNT WAS INCLUDED IN SERP PAYMENT) HOUSING ALLOWANCE: WILLIAM C. THOMPSON - $11,780 - TAXABLE SOCIAL CLUB DUES: EDWARD R. HAMBERGER - $11,230 - NONTAXABLE LOUIS P. WARCHOT - $7,083 - NONTAXABLE ROBERT C. VANDERCLUTE - $75 - NONTAXABLE HUBERT K. O'BANNON - $7,035 - NONTAXABLE JOHN F. WETZEL - $720 - NONTAXABLE ROBERT E. FRONCZAK - $475 - NONTAXABLE PART I, LINE 4B THE FOLLOWING INDIVIDUALS PARTICIPATE IN SERP: EDWARD R. HAMBERGER $259,084 LOUIS P. WARCHOT $258,704 JOHN F. WETZEL $57,582 JANET L. BARTELMAY $36,434 MICHAEL RUSH $44,771 FOLLOWING INDIVIDUALS RECEIVED PAYMENTS MADE IN 2011 UNDER AAR'S LONG TERM INCENTIVE PLAN: JANET L. BARTELMAY - $297,123 LOUIS P. WARCHOT - $1,450,240 JOHN T. GRAY - $55,000 JOHN F. WETZEL - $115,072 MICHAEL J. RUSH - $577,772 ROBERT E. FRONCZAK - $265,875 FRANKLIN N. HARDESTY - $96,991 LONG TERM INCENTIVE PLAN PAYMENTS ARE SHOWN IN SCHEDULE J, PART II, COLUMN (B)(II) THE FOLLOWING INDIVIDUALS RECEIVED PAYMENTS FROM SERP: FRANKLIN HARDESTY - $247,864 HUBERT O'BANNON - $1,674,518 SERP PAYMENTS ARE SHOWN IN SCHEDULE J, PART II, COLUMN B(III). SUPPLEMENTAL INFORMATION PART III SCHEDULE J, PART II, DEFERRED COMPENSATION: COMPENSATION FOR CERTAIN PERSONS INCLUDES PAYMENTS MADE IN 2011 UNDER AAR'S LONG TERM INCENTIVE COMPENSATION PLAN (DEFERRED COMPENSATION). ADDITIONAL INFORMATION IS LOCATED IN SCHEDULE O. 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 OF THE BOARD TO BE APPROVED BY MEMBERS TO THE EXTENT PROVIDED BY LAW. ALL MATTERS ARE SUBJECT TO MEMBERSHIP 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 2011 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. 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 5: NET UNREALIZED LOSSES ON INVESTMENTS: -1,788,362. UNRECOGNIZED CHANGE, DEFINED BENEFIT PLAN OBLIGATIONS -10,091,647. TOTAL TO FORM 990, PART XI, LINE 5: -11,880,009. 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 TRANSPORTATION TECHNOLOGY CENTER INC 55500 DOT ROAD PUEBLO CO 81001 841440384 RAILROAD SVCS DE ASSOCIATION OF AMERICAN RAILROADS C 26477059 27491199 1.00000 RAILINC CORPORATION 7001 WESTON PARKWAY SUITE 200 CARY NC 27513 522131600 IT & SVCS DE ASSOCIATION OF AMERICAN RAILROADS C 48004987 27345869 1.00000 1 1 0 1 1 0 0 0 1 0 1 1 1 1 0 1 0 0 RAILINC CORPORATION A 155373 COST RAILINC CORPORATION K 1171679 COST RAILINC CORPORATION L 43228 COST RAILINC CORPORATION P 266894 COST RAILROAD RESEARCH FOUNDATION B 68512 COST RAILROAD RESEARCH FOUNDATION I 12796 COST RAILROAD RESEARCH FOUNDATION K 212221 COST RAILROAD RESEARCH FOUNDATION P 113905 COST TRANSPORTATION TECHNOLOGY CENTER INC I 5428 COST TRANSPORTATION TECHNOLOGY CENTER INC K 794662 COST TRANSPORTATION TECHNOLOGY CENTER INC L 13473230 COST TRANSPORTATION TECHNOLOGY CENTER INC P 1015375 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, 2012. 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, 2011 NO AMOUNTS HAD BEEN WITHDRAWN ON THE LINE OF CREDIT.