2012-11-12T13:04:06-06:00 2011-12-31 420714325 MCGLADREY LLP 9737 WASHINGTONIAN BLVD 400 GAITHERSBURG MD 208787340 990 2011-01-01 522344655 RAILROAD RESEARCH FOUNDATION RAIL 2026392114 425 THIRD STREET SW NO 910 WASHINGTON DC 20024 JEFFREY D MARSH 2026392114 2012-11-12 1 WILLIAM E TURCO CPA P00369217 3012963600 2011 2016-02-24 21:20:13Z EDWARD HAMBERGER 425 THIRD STREET SW NO 910 WASHINGTON DC 20024 6896200 0 X WWW.RAILROADRESEARCH.ORG X 1999 DE THE RAILROAD RESEARCH FOUNDATION IS A PUBLIC CHARITY FORMED TO CONDUCT RAILROAD RELATED RESEARCH AND EDUCATION ACTIVITIES TO PROMOTE TRANSPORTATION SAFETY AND EFFICIENCY. 6 1 3 0 0 0 7733617 6896200 0 0 0 0 0 0 7733617 6896200 0 0 0 0 237014 366922 0 0 0 7348439 6888893 7585453 7255815 148164 -359615 1621594 1603929 1242650 1584600 378944 19329 X THE RAILROAD RESEARCH FOUNDATION IS A PUBLIC CHARITY FORMED TO CONDUCT RAILROAD RELATED RESEARCH AND EDUCATION ACTIVITIES TO PROMOTE TRANSPORTATION SAFETY AND EFFICIENCY. 0 0 2695943 INTEROPERABLE COMMUNICATIONS BASED SIGNALING (ICBS) TEST PROJECT: THIS IS A COOPERATIVE AGREEMENT BETWEEN THE FEDERAL RAILROAD ADMINISTRATION AND THE FOUNDATION, TO DEMONSTRATE AND TEST SYSTEM OPERATION AND INTEROPERABILITY OF ICBS SUBSYSTEMS BUILT TO RECOMMEND STANDARDS PROMULGATED BY THE AMERICAN RAILWAY ENGINEERING AND MAINTENANCE OF WAY ASSOCIATION. 1491402 RAIL CORRIDOR RISK MANAGEMENT SYSTEM PHASE 3, YEAR 2 PROJECT:THIS IS A COOPERATIVE AGREEMENT BETWEEN THE FEDERAL RAILROAD ADMINISTRATION AND THE FOUNDATION, TO PROVIDE PROGRAM MANAGEMENT, HOSTING AND TECHNICAL SUPPORT CAPABILITIES, AND TO ENHANCE AND PROVIDE ONGOING IMPLEMENTATION OF THE RCRMS TOOL AS A KEY ENABLING TECHNOLOGY FOR THE INDUSTRY TO ASSIST IN ACCOMPLISHING THE RISK EVALUATION OBJECTIVES OF THE RAIL SAFETY IMPROVEMENT ACT OF 2008. 1354242 WIRELESS COMMUNICATIONS AND WIRELESS COMMUNICATIONS II PROJECTS:THESE ARE COOPERATIVE AGREEMENTS BETWEEN THE FEDERAL RAILROAD ADMINISTRATION AND THE FOUNDATION. THESE PROGRAMS ARE DESIGNED TO SUPPORT AN ONGOING PROJECT TO DEVELOP AND TEST COMMUNICATION-BASED TRAIN CONTROL AND WIRELESS COMMUNICATIONS SYSTEMS TO IMPROVE SAFETY IN THE RAILROAD INDUSTRY, INCLUDING THE DEVELOPMENT OF A COMMUNICATIONS AND TRAIN CONTROL TEST BED AT TTCI. 576324 INTEROPERABLE TRAIN CONTROL - POC PROGRAM 258937 COUNTERMEASURES TO PREVENT SUICIDE PROJECTS 230402 RAIL CORRIDOR RISK MANAGEMENT TOOL SUITE - BRIDGE II PROJECT 125445 NATIONAL JOINT TERRORISM TASK FORCE (NJTTF) 70684 CHICAGO COMMON OPERATIONAL PICTURE 2 (COP2) PROJECT 48966 RAIL ALERT NETWORK 2 15940 OTHER 1326698 6868285 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 1 3 0 1 3 1 0 0 0 0 0 0 0 0 0 0 X 6 1 1 0 0 0 0 0 0 1 0 0 0 1 1 1 1 1 1 1 1 0 X JEFFREY MARSH TREASURER 2026392118 425 THIRD STREET SW NO 910 WASHINGTON DC 20024 EDWARD R HAMBERGER 1.00 X X 0 1219977 357417 JEFFREY D MARSH 4.00 X X 0 337759 53649 ROBERT C VANDERCLUTE 4.00 X X 0 342495 49793 PATRICIA M REILLY 1.00 X X 0 358115 45707 JOHN T GRAY 1.00 X X 0 435283 46888 LOU THOMPSON 1.00 X 0 0 0 JANET L BARTELMAY 1.00 X 0 535910 101665 LOUIS P WARCHOT 1.00 X 0 1879552 338187 MARK A MCROBERTS 4.00 X 0 181728 43203 SONYA SAWYER-COLBERT 40.00 X 108376 0 10404 SHARON COLE 40.00 X 97154 0 6613 KELLY FRENCH DONLEY 1.00 X 0 199192 47434 205530 5490011 1100960 1 0 1 0 TRANSPORTATION TECHNOLOGY CENTER INC PO BOX 11130 PUEBLO CO 810010130 CONSULTING 3563537 ABSG CONSULTING INC PO BOX 915094 DALLAS TX 753915094 CONSULTING 1649050 GE TRANSPORTATION GLOBAL SIGNALING 2712 S DILLINGHAM RD GRAIN VALLEY MO 64029 CONSULTING 422077 CONVERGENT COMMUNICATIONS INC P O BOX 1052 PAONIA CO 81428 CONSULTING 355709 ASSOCIATION OF AMERICAN RAILROADS 425 3RD STREET SW STE 1000 WASHINGTON DC 20024 CONSULTING 205829 8 68512 6827688 6896200 6896200 0 0 0 228619 86279 142340 107011 9165 97846 565 565 6970 6051 919 23757 23757 38050 38050 3034460 2969496 64964 12193 2909 9284 8331 8331 12796 12796 208 208 TTCI EXPENSES 3563536 3563536 AAR EXPENSES 205741 54594 151147 OTHER EXPENSES 13578 13578 ALLOCATED OVERHEAD 0 162677 -162677 7255815 6868285 387530 0 300396 175310 1312938 1423245 3737 208 0 3529 8260 1845 1621594 1603929 910463 507001 332187 1077599 1242650 1584600 X 378944 19329 378944 19329 1621594 1603929 -359615 0 X 0 1 1 X 1 1 X 7081921 4970804 7453427 7733617 6896200 34135969 7081921 4970804 7453427 7733617 6896200 34135969 4486412 29649557 34135969 0.86860 0.96470 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 200000 200000 200000 144000 144000 200000 200000 200000 200000 200000 200000 200000 1.00000 0 0 3737 208 3529 3529 DUE TO AFFILIATES 1077599 1077599 6896200 7255815 -359615 -359615 7298263 402063 402063 6896200 0 6896200 7657878 402063 402063 7255815 0 7255815 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: TEMPORARILY RESTRICTED NET ASSET IS MADE UP OF A SINGLE PLEDGE MADE BY ASSOCIATION OF AMERICAN RAILROADS. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE FOUNDATION IS A TAX-EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE IRC. HOWEVER, INCOME FROM CERTAIN ACTIVITIES NOT DIRECTLY RELATED TO THE FOUNDATION'S TAX-EXEMPT PURPOSE IS SUBJECT TO TAXATION AS UNRELATED BUSINESS INCOME. THERE WAS NO UNRELATED BUSINESS INCOME FOR THE YEARS ENDED DECEMBER 31, 2011 OR 2010. THE FOUNDATION 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 FOUNDATION 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 FOUNDATION'S TAX POSITIONS AND CONCLUDED THAT THE FOUNDATION HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENTS TO COMPLY WITH THE PROVISIONS OF THIS GUIDANCE. GENERALLY, THE FOUNDATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2008. 0 1 0 0 0 0 0 0 0 EDWARD R HAMBERGER 0 787154 0 414374 0 18449 0 305037 0 55131 0 1580145 0 0 JEFFREY D MARSH 0 261066 0 75355 0 1338 0 28420 0 32443 0 398622 0 0 ROBERT C VANDERCLUTE 0 260216 0 74933 0 7346 0 31941 0 24951 0 399387 0 0 PATRICIA M REILLY 0 275698 0 79406 0 3011 0 20478 0 33008 0 411601 0 0 JOHN T GRAY 0 294166 0 136907 0 4210 0 29036 0 25638 0 489957 0 0 JANET L BARTELMAY 0 182974 0 350092 0 2844 0 92744 0 11476 0 640130 0 0 LOUIS P WARCHOT 0 329267 0 1545334 0 4951 0 312958 0 40674 0 2233184 0 0 MARK A MCROBERTS 0 156441 0 23701 0 1586 0 34282 0 11145 0 227155 0 0 KELLY FRENCH DONLEY 0 173876 0 23728 0 1588 0 22205 0 27739 0 249136 0 0 PART I, LINE 4B FOLLOWING INDIVIDUALS PARTICIPATE IN THE AAR SERP: EDWARD R. HAMBERGER - $259,084 LOUIS P. WARCHOT - $258,704 JANET L. BARTELMAY - $36,434 PART II, COLUMN (B)(II): 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 SUPPLEMENTAL INFORMATION PART III THE RAILROAD RESEARCH FOUNDATION DOES NOT COMPENSATE ALL OFFICERS OR DIRECTORS. WITH THE EXCEPTION OF THE ASSISTANT SECRETARIES, ALL COMPENSATION SHOWN IN PART VII OF THE FORM 990, AND SCHEDULE J, PAGE 2, PART II, IS PAID BY A RELATED ORGANIZATION OF THE FOUNDATION, THE ASSOCIATION OF AMERICAN RAILROADS. THE COMPENSATION DETERMINATION METHODOLOGY OF THE ASSOCIATION OF AMERICAN RAILROADS IS AS FOLLOWS: 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. TRANSPORTATION TECHNOLOGY CENTER INC AAR OWNS 100% TTCI. AAR OFFICERS SERVES ON RRF BOARD. 3563536 RESEARCH/TESTING, PROFESSIONAL SERVICES, PROJECT MANAGEMENT 0 ASSOCIATION OF AMERICAN RAILROADS AFFILIATED ORGANIZATION 205741 MANAGEMENT SERVICES & PROGRAM SUPPORT 0 FORM 990, PART VI, SECTION A, LINE 2 EDWARD R. HAMBERGER, DIRECTOR, ALSO SERVES ON BOARD OF DIRECTORS OF AAR, TTCI, & RAILINC. FORM 990, PART VI, SECTION A, LINE 8B WHILE FORMAL MINUTES OF MANAGEMENT COMMITTEE MEETINGS ARE NOT RECORDED, ACTIONS TAKEN BY THE MANAGEMENT COMMITTEE ARE SUBSEQUENTLY PRESENTED IN WRITING TO THE BOARD OF DIRECTORS FOR RATIFICATION. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS FIRST REVIEWED IN DETAIL BY THE ORGANIZATION'S PRESIDENT AND TREASURER PRIOR TO FILING. THEN A COPY OF THE 2011 RETURN WAS MADE AVAILABLE TO EACH MEMBER OF THE ORGANIZATION'S CURRENT GOVERNING BODY. THE DIRECTORS ARE GIVEN OPPORTUNITY TO REVIEW, DISCUSS, AND ASK QUESTIONS BEFORE THE RETURN IS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION'S CONFLICT OF INTEREST POLICY REQUIRES EMPLOYEES AND DIRECTORS, ON AN ONGOING BASIS, TO IMMEDIATELY REPORT ANY CONFLICT OR POTENTIAL CONFLICT. WHEN AN EMPLOYEE OR DIRECTOR REASONABLY BELIEVES THAT A CONFLICT OF INTEREST POLICY MAY EXIST OR APPEAR TO EXIST, THE EMPLOYEE OR DIRECTOR MUST PROMPTLY AND FULLY DISCLOSE THE CONFLICT, REFRAIN FROM PARTICIPATION IN THE MATTER UNTIL THE QUESTION IS RESOLVED, AND FOLLOW ANY DIRECTIONS GIVEN BY THE ORGANIZATION CONCERNING THE MATTER. FORM 990, PART VI, SECTION B, LINE 15 AS PART OF THE ANNUAL EMPLOYEE PERFORMANCE REVIEW PROCESS, COMPENSATION OF ALL EMPLOYEES IS REVIEWED AND APPROVED BY THREE OF THE ORGANIZATION'S DIRECTORS. THAT REVIEW INCLUDES CONSIDERATION OF PUBLISHED COMPENSATION SURVEYS FOR COMPARABLE POSITIONS AND IS DOCUMENTED. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AVAILABLE TO THE PUBLIC TO THE EXTENT REQUIRED BY LAW. ASSOCIATION OF AMERICAN RAILROADS 425 THIRD ST SW STE 1000 WASHINGTON DC 20024 536000125 TRADE ASSOCIATION DC 501(C)(6) N/A 0 TRANSPORTATION TECHNOLOGY CENTER INC 55500 DOT ROAD PUEBLO CO 81001 841440384 RAILROAD SERVICES DE ASSOCIATION OF AMERICAN RAILROADS C RAILINC CORPORATION 7001 WESTON PARKWAY STE 200 CARY NC 27513 522131600 DEVELOPMENT SVCS DE ASSOCIATION OF AMERICAN RAILROADS C 0 0 1 1 1 0 0 0 0 1 0 1 1 1 1 0 0 0 ASSOCIATION OF AMERICAN RAILROADS C 68512 COST ASSOCIATION OF AMERICAN RAILROADS J 17746 COST ASSOCIATION OF AMERICAN RAILROADS L 207271 COST ASSOCIATION OF AMERICAN RAILROADS O 113905 COST TRANSPORTATION TECHNOLOGY CENTER INC L 3563536 COST THE TRANSACTIONS WITH ASSOCIATION OF AMERICAN RAILROADS CORRESPONDING WITH LINES 1J, 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 RRF, TTCI AND RAILINC (AS WHOLLY OWNED SUBSIDIARIES OF AAR) IN THE AMOUNT OF $4 MILLION THAT EXPIRED JULY 31, 2008 AND THE AGREEMENT WAS SUBSEQUENTLY RENEWED MOST RECENTLY ON JULY 26, 2011, WITH A MATURITY DATE OF JULY 29, 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 OCCURRED. AS OF DECEMBER 31, 2011 NO AMOUNTS HAD BEEN WITHDRAWN ON THE LINE OF CREDIT.