Form 990 Return of Organization Exempt From Income Tax OMB No 1545-0047 545-0047 200 Department of the Treasury Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation) . ~ The organization may have to use a copy of this return to satisfy state reporting requirements . July 1 , 2pp3, June 30 , 04 For the 2003 calendar year, or tax year beginning and ending 20 Internal Revenue Service A B Check if applicable 0 Address change Name change [] Initial return Final return D Amended return Pwase C Name of organization American National Red Cross & Its D Employer identification number label or print or type E Telephone number use IRS Specific Inst Itons. I Application pending Constituent Chapters and Branches F Accouriting method: El Washington, DC 20006 Gross receipts : Add lines 6b, 8b, 9b, and 10b to line 12 Revenue, Expenses and Chan ges in Net Assets or Fund Balances See a e 18 of the instructions . 1 d d Contributions, gifts, grants, and similar amounts received : is 393A ,218 , 246 . . . . . . . . . , a Direct public support . ib 163 , 835 , 709 b Indirect public support . . . . . . . . . . . , 6 is . . . . . c Government contributions (grants) ~77,96,1 ~5 39,703,14 d Total (add lines 1a through ic) (cash $ noncash $ 2 2 Program service revenue including government fees and contracts (from Part VII, line 93) 3 3 Membership dues and assessments . . . . . . . . . . . . . . . . . 4 4 Interest on savings and temporary cash investments 5 5 Dividends and interest from securities 6a Gross rents . . . . . . . . . . . . . . . . 6a . . . . 5 915 905 6b 3 172 849 b Less : rental expenses . . . . . . . . . , . . 6c . . . . . . . , , c Net rental income or (loss) (subtract line 6b from line 6a) . ) 7 7 Other investment income (describe " (A) Secunties (B) Other 8a Gross amount from sales of assets other 243, 782, 757 8a than inventory . . . . . . . , . 235, 796,621 8b b Less : cost or other basis and sales expenses . 7, 986, 136 8c c Gain or (loss) (attach schedule) . . . . d Net gain or (loss) (combine line 8c, columns (A) and (B)) . . . . . . . 9 Special events and activities (attach schedule) If any amount is from gaming, check of a Gross revenue (not including $ 0 9a contributions reported on line 1a) . . . . . . . 9b b Less : direct expenses other than fundraising expenses c Net income or (loss) from special events (subtract line 9b from line 9a) . 10a 10a Gross sales of inventory, less returns and allowances . . 11 m 16 , 432 , 640 4 , 668, 134 11 , 764, 506 . he . . . 13 14 15 Other revenue (from Part VII, line 103) Total revenue (add lines 1d, 2, 3, 4, 5 Program services (from line 44, colu n Management and general (from line 4, Fundraising (from line 44, column ( . . . . . . . . 8d 9c, 10c, and 11) . cB>PECEIvED o umn ~ . . . . . . ~ , . . . . . . . 0 . . . . . . . . . . . . , . . . . . . . , . . 8d 45A , 547, 942 17262700 10b 0 b Less : cost of goods sold . , . . . . . . . , , . c Gross profit or (loss) from sales of inventory (attach schedule) (subtract line 10b from line 10a) . 12 w RX Accrual H(a) Is this a group return for affiliates? D Yes ON No H(b) If "Yes," enter number of affiliates o- -------------- H(c) Are all affiliates included? E] Yes El No (If "No," attach a list See instructions) H(d) Is this a separate return tiled by an organization covered by a group ruling? El Yes XD No f Group Exemption Number M Check " 0 if the organization is not required to attach Sch . B (Form 990, 990-EZ, or 990-PF). K Check here " El if the organization's gross receipts are normally not more than $25,000. The organization need not file a return with the IRS, but if the organization received a Form 990 Package m the mail, it should file a return without financial data. Some states require a complete return . 00 El Cash Other (specify) 01, H and 1 are not applicable to section 527 organizations. * Section 501(c)(3) organizations and 4947(a)(1) nonexempt charitable trusts must attach a completed Schedule A (Form 990 or 990-EZ). Organization type (check only one) " NJ 501(c) ( 3 ) A (insert no .) 0 4947(a)(1) or El 527 L (202) 303-5300 17th & D Streets, N.W . City or town, state or country, and ZIP + 4 G Website : " www. J 53 : 0196605 Number and street (or P .O. box if mail is not delivered to street address) Room/suite 16 17 Payments to affiliates (attach sched 1~1-. FES .l S 2005 . Q . Total expenses (add lines 16 and 4 , c Lr . . 18 19 20 21 Excess or (deficit) for the year (subt ct li109DENgeLPT. . ', . . . Net assets or fund balances at beginning o eai'"(TriTTf'~T~TS~C~umn (A)) . Other changes in net assets or fund balances (attach explanation) . . . Net assets or fund balances at end of year (combine lines 18, 19, and 20) . . 10c 11 12 13 14 15 76 17 18 19 20 21 617 696293 2 , 311 , 183 ,621 0 135 , 756 54 , 223 , 306 2 ,743 , 056 0 19 ,750, 642 28 ,285,242 0 31 ,523 ,440 3 ,065,541 ,356 2 , 891 ,973,863 170,345,765 111 178153 0 3 , 173,497 ,781 ( 107 ,956 ,425) 2 , 166 ,816 ,327 142 121456 2 , 200,981 ,358 Form 990 (2003) MGA For Paperwork Reduction Act Notice, see the separate instructions . Ln.ld-No single contributor gave more than 2% of total contrib,gifts,or grants ; Ln 8c-see Stmt 1 ;Ln 9a-See Stint 2A ; Lo 20-See Stmt 2 Form 990 (2003) V Page All organizations must complete column (A) Columns (B), (C), and (D) are required for section 501(c)(3) and (4) organ¢atwns and section 4947(a)(1) nonexempt charitable trusts but optional for others (See page 22 of the instructions) Statement of Functional Expenses Do not include amounts reported on line 6b, 8b, 9b, 10b, or 16 Of Pelt l. 22 (B) Program services (N Total Grants and allocations (attach schedule) . (C) Management and general (D) Fundraising ) 22 0 23 Specific assistance to individuals (attach schedule) 23 118,433,399 24 Benefits paid to or for members (attach schedule). 24 0 0 25 Compensation of officers, directors, etc. . . Other salaries and wages . . . . . . 23 2, 505,152 2,243,129 173,054 88 ,969 . 26 1,251,368,525 1,120,483,525 86 , 443,49 5 44 , 441,505 (cash $ 26 noncash $ . . . . . 27 31 ,974,844 29 ,594,282 1, 493,795 886, 767 28 199,169,482 175,618,345 7310,981 . . . . . . 29 107,378 ,536 98,102,807 16 , 240, 156 5, 863,844 3, 411, 885 Professional fundraising fees . . . . 30 8,297,013 0 0 8, 297, 013 31 5,494, 556 2, 348, 263 2,928,997 217, 296 32 12 ,556, 828 11 , 463, 155 1,045,782 47,891 531,613, 789 517, 103, 823 4,328,295 10181671 1,191,002 Pension plan contributions 29 Payroll taxes 30 31 32 33 34 Other employee benefits . . . . . . . . . . . Accounting fees . . . . . . . . . . Legal fees . . . . . . . , , . , , Supplies . . . . . . . , , 33 Telephone . . . . . . . , 34 31377 373 28 , 566, 707 1 619 664 , 35 54 , 797, 755 48 , 132,335 1 063 413 5602,007 , 36 94 , 617,735 91284 761 1,305448 2,027,526 37 28 ,892, 621 25 , 059,031 2,968,858 864,732 38 16 , 918, 575 12 , 386,819 1,231,575 3,300,181 60 , 908,211 55 , 607,311 3,552718 1748182 5, 098,749 3,389,270 1,038, 007 671472 34,598,563 31 ,554,552 2,707, 767 . . . , , . . . . , . . . Postage and shipping 36 Occupancy 37 Equipment rental and maintenance . . . . . 35 38 . . . . . . . . Printing and publications . . . . 39 Travel . . . . 40 Conferences, conventions, and meetings . 41 Interest 42 Depreciation, depletion, etc (attach schedule) Other expenses not covered above (itemize) a . . . . . . . . . . 43a Auto Rental & Maintenance 43c 43 . . . . . . . . . . . . , , . 39 40 . MiuorEquipment 41 42 43b 43d Other Contractual Services 44 99 . 27 28 118,43 3 43e Other Assistance --------------------- Total functional expenses (add lines 22 through 43) Orgamzabons completing columns (8)-(D), ca these totals to tines 13-15 . 44 336,244 95 , 235,096 78,873,464 13 ,764,650 2,596,982 26571358 24473480 1659229 438649 0 31 ,550,082 30,974,496 0 437,325 0 138 , 261 415,663,642 380,222,213 19 , 076 , 328 16 ,365,101 3,173,497,781 2,891,973,863 170, 345,765 111,178,153 8,475,897 6,058,696 1,403, 365 1,013 ,836 Joint Costs. Check " [M if you are following SOP 98-2 Are any joint costs from a combined educational campaign and fundraising solicitation reported m (B) Program services? . " X1 Yes El No 2,184,367 ; (i) the amount allocated to Program services $ 967,349 ; If "Yes," enter () the aggregate amount of these ant costs $ (ii) the amount allocated to Mana gement and general $ j/ 105, 422 ; and (v) the amount allocated to Fundraisin g $ Statement of Program Service Accomplishments (See page 25 of the instructions) 1,111,596 What is the organization's primary exempt purpose? " _Help_peopleprevent,_prepare&_respond toemergencies. .__, Program Service Expenses for All organizations must describe their exempt purpose achievements in a clear and concise manner . State the number (r~qired sn(dq (4)0rg.-"49471a)(i) of clients served, publications issued, etc . Discuss achievements that are not measurable . (Section 501(c)(3) and (4) °"usm organizations and 4947(a)(1) nonexempt charitable trusts must also enter the amount of grants and allocations to others ) See -Statement 4 and Consolidated Financial Statements ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------- --------------------------------------------(Grants and allocations $ 118,433,399 ) b -------------- -------------------------------- --------------------------------------------------------------------------- -------------- -----------------------------------------------------------------------------------------------------------$ ) (Grants and allocations c ---------------------------------------------------------------------------------------------------------------------------------------- d ------------------------------- ---------------------------------------------------------------------------- (Grants and allocations $ ) -------------- ------------------------------- ---------------------------------------------------------------------------- -------------- --------- --------------- ---------------------------------------------------------------------------- e Other program services (attach schedule) (Grants and allocations (Grants and allocations $ $ f Total of Program Service Expenses (should equal line 44, column (B), Program services) . Line 23 - See Statement 3 ; Line 42 - See Consolidated Financial Statements Note 1 ) ) . " 2,891,973,863 Form 990 (2003) Form 990 (2003) Pag e 3 Balance Sheets (See page 25 of the instructions .) Note : 45 46 Where required, attached schedules and amounts within the description column should be for end-of-year amounts only. Cash-non-interest-bearing . . . . . Savings and temporary cash investments . 47a Accounts receivable . . . . . . . b Less: allowance for doubtful accounts . 48a Pledges receivable . . . . . . . b Less : allowance for doubtful accounts . 49 Grants receivable . . . . . . . . . . . . . . . 47a 47b . . . Prepaid expenses and deferred charges . Investments-securities (attach schedule) . 55a Investments-land, equipment : basis . . buildings, . . . , 59 . and , , b Less : accumulated depreciation (attach schedule) . . . . . . . . . . 56 Investments-other (attach schedule) . . 57a Land, buildings, and equipment : basis . . b Less : accumulated depreciation schedule) . . . . . . . . 58 Other assets (describe " . . . , . , , 6,984,922 132,759,992 1 .763.078 . . . . . . . and 50 Receivables from officers, directors, trustees, key employees (attach schedule) . . . . . . . . . . . . . . . . . . 51a Other notes and loans receivable (attach 51a 0 schedule) . . . . . . . . . . . 51b 0 b less : allowance for doubtful accounts . . , , , 52 Inventories for sale or use . . . . . . . . . . . 53 54 . . 241,261,621 VMR 48a 48b . . . (A) Beginning of year . . . . " El . cost D . FMV 55b . 57a . (attach , , , . , , , , , 1 , 794,300,918 792,380,425 57b - Total assets (add lines 45 through 58) (must equal line 74) . y v m c LL 0 12 Total liabilities (add lines 60 through 65) . Organizations that follow SFAS 117, check 67 through 69 and lines 73 and 74 87 Unrestricted , , . , . . . . 88 Temporarily restricted . . . . . 89 Permanently restricted . . . 578,520,602 544,882,723 239, 218 , 332 47c 234,276,699 140, 659 , 982 0 48c 49 130,996,914 0- 0 0 0 169,353,654 74,297,120 0 1,026,460,817 55c 56 0 1,101,546,685 hiii 57c 58 1,001,920,493 ) . 3,333,188,647 . 371 ,792 ,965 0 0 0 223,291,949 197, 125,402 374,162,004 0 - 59 60 61 62 63 64a 64b 65 3,374,468,233 365,254, 173 0 0 0 220,616,743 222 , 703,331 364,912,628 1, 166,372 ,320 66 1 , 173 , 486 9 875 1 , 292 , 937,231 470,273,486 403,605,610 67 68 69 1 ,359 , 126 , 009 412,800,255 429,055,094 here " 0 and complete lines . . . . . , . . . . , . , . . . . . , . . . . . , , , , , , , , Organizations that do not follow SFAS 117, check here " 0 and complete lines 70 through 74 . 70 Capital stock, trust principal, or current funds . . . . . . . 71 Paid-in or capital surplus, or land, budding, and equipment fund 72 Retained earnings, endowment, accumulated income, or other funds 73 50 /// 51c 52 53 54 0 170,920,391 89,567,004 930,109,637 Accounts payable and accrued expenses . . . . . . . . . . Grants payable . . . . . . . . . . . . . . . . . . Deferred revenue . . . . . . . . . . . . . . . . . Loans from officers, directors, trustees, and key employees (attach 63 schedule) . . . . . . . . . . . . . . . . . . . . . 64a Tax-exempt bond liabilities (attach schedule) . . . . . , , , , , b Mortgages and other notes payable (attach schedule) ~ 65 Other liabilities (describe " pastreNrement benefits, other liabilities 66 117,193 945 45 46 55a 60 61 62 - 157,731,882 (B) End of year Total net assets or fund balances (add lines 67 through 69 or lines 70 through 72 ; column (A) must equal line 19 ; column (B) must equal line 21) . . Total liabilities and net assets / fund balances (add lines 66 and 73) 70 71 72 2,166,816,327 3,333,188,647 73 I 74 I 2,200,981,358 3,374,468,233 I 74 Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular organization . How the public perceives an organization in such cases may be determined by the information presented on its return . Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments . Ln 56- See Con . F/S Note 1 ;Ln 57b-See Con . F/S Note 3 ;Ln 64a-See Stmt 5 ; Lns . 64a & 64b represent the amt . in Con F/S Note 4 Pie 4 Form 990 (2003) '- Reconciliation of Revenue per Audited Financial Statements with Revenue per Return (See page 27 of the instructions.) a b Total revenue, gains, and other support per audited financial statements . . " Amounts included on line a but not on line 12, Form 990 : (1) Net unrealized gains on investments . . $ (2) Donated services and use of facilities $ (3) Recoveries of prior year grants (4) Other (specify) : Rental expense a 3 179 514 f b 22,782,188 Line a minus line b. . . . . Amounts included on line 12, (3) Losses reported on . " (4) b 113 , 973 , 493 c 3 065 541 356 (1) Investment expenses (2) Other (specify): 22,782,188 $ (54,103,000) 3145 349. line 20, Form 990 . Other (specify) . b c 28 147963 3 173 497 781 d 0 Rental expense ---------------------- c d $ 3,172,849 ---------------------Add amounts on fines (1) through (4)" Line a minus line b . . . . . " Amounts included on line 17, Form 990 but not on line a: (1) Investment expenses not included on line 6b, Form 990 . $ ---------------------- $ e $ a reported on line 20, Form 990 . Form 990 but not on line a: not included on line 6b, Form 990 . . . Total expenses and losses per audited financial statements . . " Amounts included on line a but not on line 17, Form 990: (1) Donated services and use of facilities (2) Prior year adjustments 88.018,456 3,172,849 ------ '------- ----- $ Add amounts on lines (1) through (4) " c d a Reconciliation of Expenses per Audited Financial Statements with Expenses per Return Add amounts on lines (1) and (2) " Total revenue per line 12, Form 990 d 0 (2) Other (specify): ---- - --- - - - -- - --- - ---- - --- $ Add amounts on lines (1) and (2) " e Total expenses per line 17, Form 990 ----------------- - 3,173,497,781 . . " (line c plus line d) . " e e 3,065,541,356 List of Officers, Directors, Trustees, and Key Employees (List each one even if not compensated ; see page 27 of the instructions .) (line c plus line d) . (l) Name and address (B) Trtle and average hours per week devoted to position See Statement 10 -------------------------------------------------------------- (N) Comp Contribution s not id, enter employee pl ans ~ account aped other -0-.1 deferred compensation allowances 1 18 ---------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------- 75 Did any officer, director, trustee, or key employee receive aggregate compensation of more than $100,000 from your organization and all related organizations, of which more than $10,000 was provided by the related organizations? " If "Yes," attach schedule--see page 28 of the instructions . Part IV-A, b(1) - amount represents unrealized gains on investments. E] Yes D No Form 990 (2003) Form 990 (2003) Page rJ FOM Other Information See page 28 of the instructions . 76 77 78a b 79 80a b Sia b 82a b 83a b 84a b 85 b Yes 76 Did the organization engage in any activity not previously reported to the IRS? If "Yes," attach a detailed description of each activity . 77 X Were any changes made in the organizing or governing documents but not reported to the IRS? . . . If "Yes," attach a conformed copy of the changes . W®RWE 78a X Did the organization have unrelated business gross income of $1,000 or more dunng the year covered by this return? . 78b X If "Yes," has it filed a tax return on Form 990-T for this year? . . . . . . . . . . , , , 79 Was there a liquidation, dissolution, termination, or substantial contraction during the year? If "Yes," attach a statement Is the organization related (other than by association with a statewide or nationwide organization) through common ~~ SOa X membership, governing bodies, trustees, officers, etc., to any other exempt or nonexempt organization? . . , Pathogen Removal &_ Diagnostic Technologies_(PRDT) If "Yes," enter the name of the organization " - --------------- ------------------------------------------See_Part IX - IRS Form 990 _ . _ _ _ _ _ _ and check whether it is D exempt or N nonexempt. --------------------------------------81a Enter direct and indirect political expenditures . See line 81 instructions . . . 81b Did the organization file Form 1120-POL for this year?. . . . . . . . . . . . . . . . . Did the organization receive donated services or the use of materials, equipment, or facilities at no charge 82a X or at substantially less than fair rental value? . . . . . . . . . . . . . . . . . . , . If "Yes," you may indicate the value of these items here. Do not include this amount 22 ,782,188 as revenue in Part I or as an expense in Part II . (See instructions in Part III.) . . 82b 83a Did the organization comply with the public inspection requirements for returns and exemption applications? 83b , _ Did the organization comply wrth the disclosure requirements relating to quid pro quo contributions? 84a , . . . . , Did the organization solicit any contributions or gifts that were not tax deductible? . . If "Yes," did the organization include with every solicitation an express statement that such contributions 84b or gifts were not tax deductible? . . . . . . . . . . . . . . . . . . . . . . , . _ 85a 501(c)(4), (5), or (6) organizations. a Were substantially all dues nondeductible by members? . , , . 85b , . Did the organization make only in-house lobbying expenditures of $2,000 or less? . . , . If "Yes" was answered to either 85a or 85b, do not complete 85c through 85h below unless the organization received a waiver for proxy tax owed for the prior year. 85c N/A Dues, assessments, and similar amounts from members . . . . . . . . 85d N/A Section 162(e) lobbying and political expenditures . . . . . . . . 85e N/A Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices . . 85f N/A Taxable amount of lobbying and political expenditures (line 85d less 85e) . . c d e f g Does the organization elect to pay the section 6033(e) tax on the amount on line 85f? . h If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85f to its reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax year?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A 86 501(c)(7) orgs . Enter: a Initiation fees and capital contributions included on line 12 . . 86a 87 b Gross receipts, included on line 12, for public use of club facilities . . 501(c)(T2) orgs. Enter : a Gross income from members or shareholders . . . . . , , 86b 87a No X r. X X 85h N/A N/A b Gross income from other sources . (Do not net amounts due or paid to other 87b N/A . . . . . . . . sources against amounts due or received from them .) 88 At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or partnership, or an entrty disregarded as separate from the organization under Regulations sections 301 .7701-2 and 301 .7701-3? If "Yes," complete Part IX . . . . . . 89a 501(c)(3) organizations . Enter: Amount of tax imposed on the organization during the year under: 0 0 0 section 4911 " ; section 4912 " ; section 4955 " b 501(c)(3) and 501(c)(4) orgs. Did the organization engage in any section 4958 excess benefit transaction during the year or did it become aware of an excess benefit transaction from a prior year? If "Yes," attach a statement explaining each transaction . . . . . . . . . . . . . . . . . . . . . . . c Enter: Amount of tax imposed on the organization managers or disqualified persons during the year under sections 4912, 4955, and 4958 . . . . . . . . . . . . . . . . . . . . . . . " d Enter: Amount of tax on line 89c, above, reimbursed by the organization . . . . . . . . . " 90a List the states with which a copy of this return is filed " NONE 1 90b 1 b Number of employees employed in the pay penod that includes 12, 2003 (See instructions .) - March ------ -----------91 92 89b N/A N/A Telephone no " 002) _303-_5300 The books are in care of " Financial Management 025 E Street, N :W:, Washington, DCZIP --------------------------------Located at " + 4 " __20006 Section 4947(a)(1) nonexempt charitable trusts filing Form 990 in lieu of Form 1041-Check here and enter the amount of tax-exempt interest received or accrued during the tax year . Line 77 - See Statement 11 ; Line 78b - Extension granted ; Form 990-T to be tiled by February 15, 2005 . " 1 92 1 X 35,820 N/A Form 990 (2003) Form 990 (2003) MIM Note: Enter gross amounts unless otherwise indicated. 93 Page s Analysis of Income-Producing Activities See page 33 of the instructions. Program service revenue : Biomedical Services b Cost Recovery Programs (supplies/textbooks) Fees & Contracts from Private Agencies Unrelated business income (A) Business code (B) Amount Excluded by section 512, 513, or 514 (C) Exclusion code (D) Amount (E) Related or exempt function income 2,119,297,388 145,060,665 5,882,603 d e f Medicare/Medicaid payments . Fees and contracts from government agencies 94 Membership dues and assessments 95 Interest on savings and temporary cash investments 86 Dividends and interest from securities . . . 97 Net rental income or (loss) from real estate: a debt-financed property . . . . , . , , 40,942,965 g 331120 96,714 b not debt-financed property . . . . . . . 98 Net rental income or (loss) from personal property 99 Other investment income 100 101 102 103 Gam or (loss) from sales of assets other than inventory Net income or (loss) from special events . . Gross profit or (loss) from sales of inventory . Other revenue : a Purchases/refunds/etc. Charitable gaming Parking garage d S-Corporation income Other 713200 812930 513100 541800 1,593,334 300,006 56,461 37,222 2,083,737 14 14 135,756 54,223,306 16 2,646,342 18 01 19,750,642 28,285,242 15 10,845,179 18,691,238 ~115,886,467 ~ 2,329,874,859 104 Subtotal (add columns (B), (D), and (E)) 2,447,845,063 105 Total (add line 104, columns (B), (D), and (E)) . , . . . . . . . . . . . . . . . " Note: Line 105 plus line 1d, Part l, should equal the amount on line 12, Part I. Relationship of Activities to the Accom plishment of Exempt Purposes See p a g e 34 of the instructions . Line No. Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes) . See Statement 12 Information R egardin g Taxable Subsidiaries and Disre garded Entities See page 34 of the insti A s (C) (p) Name, address, and EIN of corporation, Perce~ta9e of Nature of activities Total income p artnershi p , or disre garded entity ownership interest PRDT, Washington, DC ; EIIV : 010587732 51.00 % Research & Development 0 intormation rsegarding i ransters associates witn Personal ttenetrc contracts (5ee page 34 c (a) Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? (b) Did the organization, during the year, pay premiums, direc Note : If "Yes" to (b), file Form 8870 and Form 4720 (see inst Please Sign Here Paid Preparer's Use Only 4,249 D Yes D No SCHEDULE A (Form 990 or 990-EZ) Department of the Treasury Internal Revenue Service Name of the organization Organization Exempt Under Section 501(c)(3) X003 Supplementary Information-(See separate instructions .) " MUST be completed by the above organizations and attached to their Form 990 or 990-EZ Employer identification number American National Red Cross & Its Constituent Chapters and Branches '' OMB No. 1545-0047 (Except Private Foundation) and Section 501(e), 5010, 501(k), 501(n), or Section 4947(a)(1) Nonexempt Charitable Trust 53 : 0196605 compensation or the rive rngnest raja tmpioyees vmer ii nan wmcers, uirectors, ana i rusiees (See page 1 of the instructions. List each one . If there are none, enter "None.") (a) Name and address of each employee paid more than $50,000 (b) Title and average hours per week devoted to position (c) Compensation (d) Contributions to employee benefit plans & (e) Expense account and other See Statement 13 --------------- ----------------------------------------- -------------------------------------------------------- --------------------------------------------------------- ------------------------------------ ------------------- Total number of other employees paid over $50,000 . . . . . . . . . . . " IMM 6,430 Compensation of the Five Highest Paid Independent Contractors for Professional Services (See page 2 of the instructions . List each one (whether individuals or firms) . If there are none, enter "None. (a) Name and address of each independent contractor paid more than $50,000 (b) Type of service Northrop Gruman Federal Civil Systems, Inc. IT consultant on biomedical ---------------------------------------------- ----------------------------------------computer systems & maint. 8110 Gatehouse Road, Falls Church, VA 22042 Chimes, Incorporated -------------------------------------- I (c) Compensation 22,356,744 Provides temporary staff for information technology 5455 Corporate Drive, Suite 303, Troy, MI 48098 18,124,148 Quintiles,Incorporated______________ .________________________________ ._______,_______IAssurance/control consulting --- - ----------------on regulated functions 1801 Rockville Pike, Suite 300, Rockville, MD 20852 Nerve, - Incorporated --------------------------------- Provides preparedness campaign advertising pieces 600 NW 14th Avenue, Suite 100, Portland, OR 97209 New World Health Provides medical education consultation 41 Madison Avenue, New York, NY 10010 Total number of others receiving over $50,000 for professional services . . . . . . . . " For Paperwork Reduction Act Notice, see the Instructions for Form 990 and Form 99U-EZ. 317 MGA Schedule A (Form 990 or 990-EZ) 2003 2 Schedule A (Form 990 or 990-EZ) 2003 Statements About Activities (See page 2 of the instructions .) 1 Yes I No During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendum? If "Yes," enter the total expenses paid 538,715 or incurred in connection with the lobbying activities " $ (Must equal amounts on line 38, Part VI-A, or line i of Part VI-B .) . . . . . . . . . . . . . . . . . . . . . . . . 1 X Organizations that made an election under section 501(h) by filing Form 5768 must complete Part VI-A . Other organizations checking "Yes" must complete Part VI-B AND attach a statement giving a detailed description of the lobbying activities . 2 During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any substantial contributors, trustees, directors, officers, creators, key employees, or members of their families, or with any taxable organization with which any such person is affiliated as an officer, director, trustee, majority owner, or principal beneficiary? (If the answer to any question is "Yes," attach a detailed statement explaining the transactions.) a Sale, exchange, or leasing of property? . . . . . b Lending of money or other extension of credit? . . c Furnishing of goods, services, or facilities? . . . d Payment of compensation (or payment or reimbursement e Transfer of any part of its income or assets? . . . . . . . . . . . . . . of expenses . . . . . . . . . . . . . . . . . . . . . . . . . if more than $1,000)? . . . . . . . . 3a Do you make grants for scholarships, fellowships, student loans, etc .? (If "Yes," attach you determine that recipients qualify to receive payments .) . . . . . . . . . b Do you have a section 403(b) annuity plan for your employees? . . . . . . . 4 Did you maintain any separate account for participating donors where donors have the on the use or distribution of funds? . . . . . . . . . . . . . . . . . . . , . . . . . . . an explanation of how . . . . . , , . . . . . . , , right to provide advice 2a 2b 2c 2d 2e 3a 3b X X X X X X X 4 X Reason for Non-Private Foundation Status (See pages 3 through 6 of the instructions .) The organization is not a private foundation because it is : (Please check only ONE applicable box .) 5 6 7 B 9 10 [~ [] [~ El El A church, convention of churches, or association of churches . Section 170(b)(1)(A)(i) . A school . Section 170(b)(1)(A)(ii) . (Also complete Part V .) A hospital or a cooperative hospital service organization . Section 170(b)(1)(A)(iii) . A Federal, state, or local government or governmental unit Section 170(b)(1)(A)(v) . A medical research organization operated in conjunction with a hospital . Section 170(b)(1)(A)(ui) . Enter the hospital's name, city, and state " ------------------------------------------------------------------------------------------------------------------------------ D An organization operated for the benefit of a college or university owned or operated by a governmental unit . Section 170(b)(1)(A)(iv) . (Also complete the Support Schedule in Part IV-A .) 11a IN An organization that normally receives a substantial part of its support from a governmental unit or from the general public . Section 170(b)(1)(A)(vi) . (Also complete the Support Schedule in Part IV-A .) lib D A community trust . Section 170(b)(1)(A)(vi) . (Also complete the Support Schedule in Part IV-A .) 12 El An organization that normally receives : (1) more than 33'/3% of its support from contributions, membership fees, and gross receipts from activities related to its charitable, etc ., functions-subject to certain exceptions, and (2) no more than 33'/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2) . (Also complete the Support Schedule in Part IV-A.) 13 El An organization that is not controlled by any disqualified persons (other than foundation managers) and supports organizations described in : (1) lines 5 through 12 above; or (2) section 501(c)(4), (5), or (6), if they meet the test of section 509(a)(2) . (See section 509(a)(3) .) Provide the following information about the supported organizations . (See page 5 of the instructions .) (b) Line number (a) Name(s) of supported organization(s) from above 14 E] An organization organized and operated to test for public safety . Section 509(a)(4) . (See page 6 of the instructions .) Line 1 - See Statement 6 ; Line 2d - See Form 990 Part V ; Line 3 - See Statement 7 Schedule A (Form 990 or 990-EZ) 2003 Schedule A (Form 990 or 990-EZ) 2003 Page Support Schedule (Complete only if you checked a box online 10, 11, or 12 .) Use cash method of accounting. Note: You may use the worksheet in the instructions for converting from the accrual to the cash method of accounting. Calendar year (or fiscal year beginning in) . " (a) 2002 (b) 2001 (c) 2000 (d) 1999 15 Gifts, grants, and contributions received . (Do not include unusual grants . See line 28 .) . 651, 720,797 1 , 809,562 ,9711 728, 540, 119 702 , 749, 674 16 Membership fees received , 17 Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to the organization's charitable, etc ., purpose . . 1 ,904,988 ,4413 2, 272,786, 165 2, 165,324 ,233 1 1 683, 603, 196 18 Gross income from interest, dividends, amounts received from payments on securities loans (section 512(a)(5)), rents, royalties, and unrelated business taxable income Qess section 511 taxes) from businesses acquired by the organization after June 30, 1975 . 76,746 ,531 87 , 597 , 998 86 ,240, 611 90,785,509 19 Net income from unrelated business activities not included in line 18 . . . , 20 (e) Total 31892 ,573 , 561 p 8 026 702 037 341370 649 p Tax revenues levied for the organization's benefit and either paid to it or expended on its behalf. . . . . . . . . . . 0 21 The value of services or facilities furnished to the organization by a governmental unit without charge. Do not include the value of services or facilities generally furnished to the public without charge. . . . . . . . p 22 23 24 25 Other income . Attach a schedule . Do not include g ain or (loss) from sale of capital assets Total of lines 15 through 22 . . Line 23 minus line 17 . Enter 1 % of line 23 . . . . . . . . 26 Organizations described on lines 10 or 11 : 27, 168,897 3, 028 , 422,390 755,636,225 30.284124 a 20,731 ,837 4, 083,217 ,039 1 ,917,892 ,806 40.832 .170 23,385 ,791 2,743, 154 ,964 838, 166 ,521 27 .431 .550 Enter 2% of amount in column (e), line 24 . . 37, 971, 164 2 , 515 , 109, 543 831 , 506,347 25.151.095 zsa . . " b Prepare a list for your records to show the name of and amount contributed by each person (other than a governmental unit or publicly supported organization) whose total gifts for 1999 through 2002 exceeded the amount shown in line 26a. Do not file this list with your return . Enter the total of all these excess amounts " c Total support for section 509(a)(1) test : Enter line 24, column (e) . . . . . . . . . . . . . " 341,370,649 19 0 d Add : Amounts from column (e) for lines: 18 109,257,689 26b . . . . . . " 22 e f 27 Public support (line 26c minus line 26d total) . . . . . . . . . . . . . Public support percentage (line 26e (numerator divided by line 26c (denominator)) . . . . . " . " ~ 26b 26c 109,257 , 689 12 369 903 936 4 )3431201 , 899 86,864,038 4,343,201,899 V///// POWWWWWO/o 26d 450, 628,3 38 26e 3,892, 573,561 26f 89.62 Organizations described on line 12: a For amounts included in lines 15, 16, and 17 that were received from a "disqualified person," prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person ." Do not file this list with your return. Enter the sum of such amounts for each year: b (2002) --------------------------- (2001) --------------------------- (2000) --------------------------- (1999) --------------------------For any amount included in line 17 that was received from each person (other than "disqualified persons"), prepare a list for your records to show the name of, and amount received for each year, that was more than the larger of (i) the amount on line 25 for the year or (2) $5,000 . (Include in the list organizations described in lines 5 through 11, as well as individuals) Do not file this list with your return . After computing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences (the excess amounts) for each year: (2002) --------------------------- (2001) --------------------------- (2000) c Add: Amounts from column (e) for lines: d Add: Line 27a total e f 17 16 15 20 . --------------------------- (1999) 21 and line 27b total . Public support (line 27c total minus line 27d total). , . . . . . , . Total support for section 509(a)(2) test' Enter amount from line 23, column (e) . . . 10 , , , , , . " , . . . , . " . . . " I 27f g Public support percentage (line 27e (numerator) divided by line 27f (denominator) . . . . , t h Investment income percentage (line 18, column (e) (numerator) divided by line 27f (denominator) . " 28 --------------------------- 27c 27d 27e WN" 279 27h Unusual Grants: For an organization described in line 10, 11, or 12 that received any unusual grants during 1999 through 2002, prepare a list for your records to show, for each year, the name of the contributor, the date and amount of the grant, and a brief description of the nature of the grant. Do not file this list with your return . Do not include these grants in line 15 . Line 21 - See Statement 8; Line 22 - See Statement 9 Schedule A (Form 990 or 990-EZ) 2003 Schedule A (Form 990 or 990-EZ) 2003 Page Private School Questionnaire (See page 7 of the instructions .) (To be completed ONLY by schools that checked the box on line 6 in Part 11/) 29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, 30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its other governing instrument, or in a resolution of its governing body? . . . . . . . . . . . . . brochures, catalogues, and other written communications with the public dealing with student admissions, programs, and scholarships? . 31 . . . . . . . . . . . . . . . . Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the period of solicitation for students, or during the registration period if it has no solicitation program, in a way , , that makes the policy known to all parts of the general community it serves?. . . . . . . . . Yes No 29 ~~ ~~ 31 If "Yes," please describe ; if "No," please explain. (If you need more space, attach a separate statement) ------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------- ---------------------- ------------------------------------------------------------- 32 Does the organization maintain the following: a Records indicating the racial composition of the student body, faculty, and administrative staff? b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory c d basis? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Copies of ail catalogues, brochures, announcements, and other written communications to the public dealing . , , with student admissions, programs, and scholarships? . . . . . . . . . . . . . . . , Copies of all material used by the organization or on its behalf to solicit contributions? . . . . . , . , 32b 32c 32d If you answered "No" to any of the above, please explain . (If you need more space, attach a separate statement .) ------------------------------------------------------------------------------------- ------------------------------------33 Does the organization discriminate by race in any way with respect to: --------------------------------------------------------------------------------------------------------------------------a Students' rights or privileges? . . . . . . . . . . . . . . . b Admissions policies? . . . . . . . . . . . . . c Employment of faculty or administrative staff? . . . . . . . . d Scholarships or other financial assistance? . . . . . . . . . . e Educational policies? . . . . . f Use of facilities? . . . . . g Athletic programs? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . h Other extracurricular activities? . . . . . . . . . . . . . . . . If you answered "Yes" to any of the above, please explain (If you need more space, attach a separate statement .) -------------------------------------------------------------------------- ---------------------- ----------------------------------------------------------------------------------------------- ---------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------34a b 35 Does the organization receive any financial aid or assistance from a governmental agency . Has the organization's right to such aid ever been revoked or suspended If you answered "Yes" to either 34a or b, please explain using an attached statement . Does the organization certify that it has complied with the applicable requirements of sections 4 .01 through 4.05 of Rev . Proc . 75-50, 1975-2 C .B . 587, covering racial nondiscrimination? If "No," attach an explanation Schedule A (Form 990 or 990-EZ) 2003 Schedule A (Form 990 or 990-EZ) 2003 Check " a Page ) Lobbying Expenditures by Electing Public Charities (See page 9 of the instructions .) (To be completed ONLY by an eligible organization that filed Form 5768) 0 if the organization belongs to an affiliated group . Check " b El if you checked "a" and "limited control" provisions apply. (b) Limits on Lobbying Expenditures To be completed Affiliated group for ALL electing totals organizations (The term "expenditures" means amounts paid or incurred .) Total lobbying expenditures to influence public opinion (grassroots lobbying) . . . Total lobbying expenditures to influence a legislative body (direct lobbying) . Total lobbying expenditures (add lines 36 and 37) . . . Other exempt purpose expenditures . . . . . . . . . . . . . . . Total exempt purpose expenditures (add lines 38 and 39) . . . . . . . , , , Lobbying nontaxable amount . Enter the amount from the following tableThe lobbying nontaxable amount isIf the amount on line 40 isNot over $500,000 . . . . . . . 20% of the amount on line 40 Over $500,000 but not over $1,004,004 . . $104,000 plus 15% of the excess over $500,000 Over $1,000,000 but not over $1,500,000 . $175,000 plus 10% of the excess over $1,000,000 Over $1,500,000 but not over $17,000,000 . $225,000 plus 5% of the excess over $1,500,000 Over $17,000,000 . . . . . . . . $1,000,000 . . . Grassroots nontaxable amount (enter 25% of line 41) . . . . . Subtract line 42 from line 36 . Enter -0- if line 42 is more than line 36 . . . . , Subtract line 41 from line 38 . Enter -0- if line 41 is more than line 38 . . . 38 37 38 39 40 41 42 43 44 . 36 . 39 40 41 0 J . 42 43 44 Caution : If there is an amount on either line 43 or line 44, you muss file Form 4720. 4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501 (h) election do not have to complete all of the five columns below . See the instructions for lines 45 through 50 on page 11 of the instructions .) Lobbying Expenditures During 4-Year Averaging Period Calendar year (or fiscal year beginning in) " (a) 2003 I (b) 2002 I (c) 2001 (co 2000 I I (e) Total 45 Lobbying nontaxable amount . 46 Lobbying ceding amount (150% of line 45(e)) . 47 Total lobbying expenditures 48 Grassroots nontaxable amount 49 Grassroots ceiling amount (150% of line 48(e)) 50 Grassroots lobbying expenditures Lobbying Activity by Nonelecting Public Charities (For reporting only by organizati ons that did not complete Part VI-A) (See page 12 of the instructions .) During the year, did the organization attempt to influence national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of : a b c d e f g h i Volunteers . . . . . . . . . . . . . . . . . . Paid staff or management (Include compensation in expenses reported on lines c through h .) . Media advertisements . . . . . . . . . . . . . . . . . . . . . . . . . . . Mailings to members, legislators, or the public . . . . . . . . . . Publications, or published or broadcast statements . . . . . . . . . . . . . Grants to other organizations for lobbying purposes . . . . . . . . . . . . . . Direct contact with legislators, their staffs, government officials, or a legislative body . . . . . Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means . Total lobbying expenditures (Add lines c through h .) . If "Yes" to any of the above, also attach a statement giving a detailed description of the lobbying . . Yes . X X X . X . X . X . . activities. . . . . . No Amount 0 49, 628 29, 647 144, 250 299 333 15 857 538,715 Schedule A (Form 990 or 990-EZ) 2003 Schedule A (Form 990 or 990-EZ) 2003 Page 6 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations (See page 12 of the instructions.) 51 a Did the reporting organization directly or indirectly engage in any of the following with any other organization described in section 501 (c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? Yes No Transfers from the reporting organization to a noncharitable exempt organization of : (i) Cash . . . . . . . . . . . . . . . . . . (ii) Other assets . . . . . . . . . . . . . . . . . . . b Other transactions : (i) Sales or exchanges of assets with a nonchantable exempt organization (ii) Purchases of assets from a noncharitable exempt organization . . . . . . (iii) Rental of facilities, equipment, or other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51a(ij AR- X X b pi) X bE) bCv) b(v) b(vi) c (iv) Reimbursement arrangements . . . . . . . . . . . . . . . . . . . . . . . X (v) Loans or loan guarantees . . . . . . . . . , . . . . . . . . . . . . . , , , X . , (vi) Performance of services or membership or fundraising solicitations . . . . . X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees . . . . . . . . . . , d If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting organization. If the organization received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received : 52a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527? , . , , , , " EJ Yes D No 5471 Information Return of U.S. Persons With Respect To Certain Foreign Corporations t545-0704 Atteh e Sequence No. 121 t See separate instructions. (Rev. December 2004) Department of the Treasury internal Revenue Service Information furnished for the foreign corporation's annual accounting period (tax year required by section 898) (see instructions) beginning July 1 , 20 03 , and ending June 30 , 20 04 File In Duplicate (sea When and Where To File on page 1 of the instructions) Name of person filing this return A Identifying number Number, street, and room or sulfa no (or P O box number If mail Is not delivered to street address) B Category of filer (See page 1 of the instructions . Check applicable American National Red Cross & Its Constituent Chapters & Branch s 17th $ D Streets, NW box(es)) 1 0 2 [1 3 0 4 [Z] 5 ~ C Enter the total percentage of the foreign corporation's voting stock you owned at the end of its annual accounting period .. .. . . . . .1.U0.% City or town, state, and 21P code Washington, DC 20006 Filer's tax year beginning D 53-0196605 , 20 and ending Person(s) on whose behalf this information return is flied : , 20 Address (1) Name Check 1 (3) Identifying number Officer I Director Important: Fill in all applicable lines and schedules. All information must be in English. All amounts must be stated in U.S. dollars unless otherwise indicated. 1a Name and address of foreign corporation Boardman Indemnity, LTD Cumberland House P .O . Box HM 2280, Hamilton, HMJX Bermuda d Date of Incorporation 5126188 2 a Principal place of business b Employer Identification number, H any None c Country under whose laws Incorporated Bermuda f Principal business activity code number Hamilton, IiMdX Berm g Principal business activity 524290 h Functional currency Insurance US Dollar Provide the following Information for the foreign corporation's accounting period stated above. a Name, address, and identifying number of branch office or agent (d any) in the Untied States NIA b Ii a U .S . Income tax return was fled, enter I (~J Taxable Income or (loss) (t) U.S . Income tax paid (after all credits) N/A c Name and address of foreign corporation's statutory or resident agent in country of Incorporation Boardman Indemnity, LTD N/A d Name and address (including corporate department, ii applicable) of person (or persons) with custody of the books and records of the foreign corporation, and the location of such books and records, if different Same Stock of the Forei Part I-All Classes of Stock (a) Description of each class of stock Part II-Additional Information for Preferred Stock (To be completed onlv by Cateqorv 1 filers for (a) Description of each class of Preferred stock (Note : This description should match the corresponding description entered in Part 1, column (a)) For Paperwork Reduction Act Notice, see page 13 of the instructions . (b) Number of shares Issued end outstanding p) Beginning of annual accounting period (!) End of annual accounting period 10,000,000 10,000,000 i personal holding companies .) (b) Par value m functional currency (c) Rate of dividend cat No assasv (d) Indicate whether the stock is cumulative or noncumulative Foam 5471 (Rep . i2-zoom Forth 5471 (Rev . 12-2004) Page 2 U.S. Shareholders of Foreign Corporation See pa ge 4 of the (a) Name, address, and identifying number of shareholder American National Red Cross 17th 8 D Streets, NW Washington, DC 20006 (b) Description of each claw of stock held by shareholder (Note: This description should match the corresponding description entered !n Schedule A, Part I, column (a).) Common Stock c) Number of shares held at beginning of annual ac counting period (d) Number of shares held at end of annual accounting period (e) Pro rata share of subpart F income (enter as a percentage) 1 0,000,000 1 10,000,000 I 100% E~ Income Statement (See page 5 of the instructions .) Important: Report all information in functional currency in accordance with U.S. GAAP. Also, report each amount in U.S . dollars translated from functional currency (using GAAP translation rules) . However, if the functional currency is the U.S . dollar, complete only the U.S. Dollars column . See instructions for special rules for DASTM corporations. Functional Currency m p 1a b c 2 3 4 5 6 7 S 9 10 11 12 13 16 14 15 16 17 . . . . . . . . . . 5 37,931 Compensation not deducted elsewhere . . . Rents, royalties, and license fees , . . . . Interest . . . . . . . . . . . . . . Depreciation not deducted elsewhere Depletion . . . . . . . . . . . . . Taxes (exclude provision for Income, war profits, and excess profits taxes) . Other deductions (attach sch dul xc,~lu e ~r~ovision for income, war profits, and excess profits taxes) . ~C~'~~TT. '( Total deductions (add lines 10 through 16) . . 19 21 Current year net income or (loss) per books (combine lines 18 through 20) y 20 Z U .S. Dollars . . . , . . . . . , Net income or (loss) before extraordinary items, prior period adjustments, and the provision for income, war profits, and excess profits taxes (subtract line 17 from line 9) Extraordinary items and prior period adjustments (see instructions) 18 0 Gross receipts or sales . . . . . . Returns and allowances . . . . . . Subtract line 1 b from line 1 a . . . . Cost of goods sold . . . . . . . Gross profit (subtract line 2 from line 1c) Dividends . . . . . . . . . . . Interest . . . . . . . . , . . . Gross rents, royalties, and license fees . Net gain or (loss) on sale of capital assets Other income (attach schedule) . . Total income (add lines 3 through 8) . 37 1 Provision for income, war profits, and excess profits taxes (see instructions) 21 ~ 1 (53,912) Form 5471 (Rev . 12-2004) Form 5477 (Rev. 12-2004) Taxes Paid or Accrued (See page 5 of i Amount of tax (b) In foreign currency Name of country or U.S possession 1 2 3 Page 3 (d) In U.S dollars (c) Conversion rate U. 7 8 Total . Balance Sheet Important: Report all amounts in U.S. dollars prepared and translated in accordance with U.S . GAAP. See page 5 of the instructions for an exception for DASTM corporations . Assets 1 Cash 2a Trade notes and accounts receivable . b Less allowance for bad debts . . . 3 Inventories . . . . . . , . . . , Se e StrY1t . . . . . . . . . . 1 I . . . . . . . . . . . . 2a 2b Z. . . , . . 7 4 5 6 7 8a b 9a b 10 11 a b c d 12 Other current assets (attach schedule) . . Loans to shareholders and other related persons . Investment in subsidiaries (attach schedule) . Other investments (attach schedule) . , See ~~{'IMt Buildings and other depreciable assets . . . . . . Less accumulated depreciation . . . . . . . . . Depletable assets . . . . . . . . . . . . . Less accumulated depletion . . . . . . . . . . Land (net of any amortization) . . . . . . . . . Intangible assets : Goodwill . . . . . . . . . . . . . . Organization costs . . . . . . . . . . . . . Patents, trademarks, and other intangible assets . . . Less accumulated amortization for lines 11 a, b, and c Other assets (attach schedule) . . . 13 Total assets 14 15 16 17 18 Accounts payable. . . . . . . . . . . Other current liabilities (attach schedule) . . . . . . . . . Loans from shareholders and other related ersons Other liabilities (attach schedule) . . ~~-e . 5~?. Capital stock : . . . . . . . . . . . . . . . . . . . . . , . . . . , , . . , . . , , . . , . , , , . . , . , , , Liabilities and Shareholders' Equity (al Beginning of annual accounting period 7 7,0821 (b) End of annual accounting period 10 .210 154 $a $b 9a 9b 10 11f lit 11( 11( 12 19,397 19,398 13 105,727,887 106,618,762 . , . . . . , . , . 15 16 17 1 64, 725,829 1 71,002,172 10,000,000 10,000,000 a Preferred stock . . . . . . . . . . b Common stock . . . . . . . . . . 19 Paid-in or capital surplus (attach reconciliation) 20 Retained earnings . . . . . . . . . 21 Less cost of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , , . . , , , . . , , , . . , , , 18C 1181 : 19 . . 20 21 27 .231 .957 20 .107 .910 22 . . . . . . . . . . . 22 105,727,887 1 106,618,762 Total liabilities and shareholders' eauitv . . Form 5471 (Rev 12-2004) ' " Form 5471 (Rev . 12-2004) Page Other Information 1 During the tax year, did the foreign corporation own at least a 10% interest, directly or indirectly, in any foreign partnership? . . . . . . . . . . . . . . . . . . . . . . . . If "Yes," see page 5 of the instructions for required attachment . 2 3 During the tax year, did the foreign corporation own an interest in any trust? . . . . . . . . . . . During the tax year, did the foreign corporation own any foreign entities that were disregarded as entities separate from their owners under Regulations sections 301 .7701-2 and 301 .7701-3 (see instructions)? , . . . . . . If "Yes," you are generally required to attach Form 8858 for each entity (see instructions) . VNI".1M . Yes No D D D Current Earnings and Profits (See page 5 of the instructions.) 1 Current year net income or (loss) per foreign books of account . 2 Net adjustments made to line 1 to determine current earnings and profits according to U.S . financial and tax accounting standards (see instructions): Net Additions Net Subtractions a Capital gains or losses b Depreciation and amortization c Depletion . . . . . d Investment or incentive allowance . e Charges to statutory reserves . f Inventory adjustments , g Taxes . . . . . . . h Other (attach schedule) 3 Total net additions . . 4 Total net subtractions . . . . . . 5a Current earnings and profits (line 1 plus line 3 minus line 4). . . . . . . . . . . , , b DASTM gain or (loss) for foreign corporations that use DASTM (see instructions) . . . . . c Combine lines 5a and 5b . . . . . . . . . . . . . . . . , , , d Current earnings and profits in U .S . dollars (line Sc translated at the appropriate exchange rate as defined in section 989(b) and the related regulations (see instructions)) . . . . . . . . . Enter exchange rate used for line 5d 11o 5a 5b 5c 5d of Shareholder's Income From Foreign Corporation (See page 5 of 1 Subpart F income (line 40b, Worksheet A in the instructions 2 Earnings invested in U .S . property (line 17, Worksheet B in the instructions) . 3 4 . . Previously excluded subpart F income withdrawn from qualified investments (line 6b, Worksheet C in the instructions) . . . . . . . . . , . . . . . . Previously excluded export trade income withdrawn from investment in export trade assets (line 7b, Worksheet D in the instructions) . . . . . . . . . . 5 Factoring income . . . . . . . . . . . . . . . . . 6 Total of lines 1 through 5. Enter here and on your income tax return . See page 6 of instructions 7 Dividends received (translated at spot rate on payment date under section 989(b)(1)) . 8 Exchange Qam or (loss) on a distribution of previously taxed income . Was any income of the foreign corporation blocked? . . . . . . . . . . Did any such income become unblocked during the tax year (see section 964(b))? If the answer to either question is "Yes," attach an explanation . . . . . . . . . . . . . . . . . . . . . Yes No . D . D 91 Form 5471 (Rev 12-2004) SCHEDULE J (Form 5471) (Rev December2004) Department of the Treasury Internal Revenue service Name of person filing Form 5471 Accumulated Earnings and Profits (E&P) of Controlled Foreign Corporation " Attach to Forth 5471 . See Instructions for Form 5471 . American National Red Cross & Its Constituent Chapters and Brances OMB No 1545-0704 Identifying number 53-0196605 Name of foreign corporation Boardman Indemnity, LTD 1 Important: Enter amounts in functional currency . (a) Post-1986 Undistributed Earnings (post-86 section 959(c)(3) balance) Balance at beginning of year 13,743,669 (b) Pre-1987 E&P Not Previously Taxed (pre-87 section 959(c)(3) balance) (c) Previously Taxed E&P (see instructions) (sections 959(c)(1) and (2) balances) ("1 x^'"93 invested 01 Earnings invested m Excess Passive (W) Subpart F Income in U S . Property Amts (d) Total Section 964(a) E&P (combine columns (a), (b), and (c)) 5,000,000 5,686,939 24,430,608 (5,000,000) (1,615,771) 0 4,071,168 01 4,071,168 1 2a Current year E&P b Current year deficit in E&P 3 4 Total current and accumulated E&P not previously taxed (fine 1 plus line 2a or line 1 minus line 2b) 53,912 13,689,757 Amounts included under section 951(a) or reclassified under section 959(c) in current year 5a Actual distributions or reclassifications of previously taxed E&P MW M b Actual distributions of nonpreviously taxed E&P 6a Balance of previously taxed E&P at end of year (line 1 plus line 4, minus line 5a) 7 b Balance of E&P not previously taxed at end of year (line 3 minus line 4, minus line 5b) 13,689,757 amount from line 6a or line 6b, whichever is applicable.) 13,689,757 Balance at end of year. (Enter For Paperwork Reduction Act Notice, see the Instructions for Form 5471 . Cat No 21111K 17,760,925 Schedule J (Form 5471) (Rev 12-2004) Transactions Between Controlled Foreign Corporation and Shareholders or Other Related Persons SCHEDULE M (Form 5471) (Rev. December 2004) OMB No 1545-0704 Department of the Treasury Internal Revenue Service " Attach to Form 5471 . See Instructions for Form 5471 . Name of person filing Form 5471 Identifying number American National Red Cross 8 Its Constituent Chapters and Branches I 53-0196605 Name of foreign corporation Boardman Indemnity, LTD Important Complete a separate Schedule M for each controlled foreign corporation . Enter the totals for each type of transaction that occurred during the annual accounting period between the foreign corporation and the persons listed in columns (b) through (0 . All amounts must be stated in U .S. dollars translated from functional currency at the average exchange rate for the foreign corporation's tax year. See page 10 of the instructions. relevant functional currenc (a) Transactions of foreign corporation 1 Sales of (inventory) stock in and the exchan e rate used throw hout this schedule (c) Any domestic (d) Any other foreign corporation or corporation or (b) U S . person partnership controlled partnership controlled filing this return by U.S. parson filmg by U S . p arson filmg this return this return (e) 10% or more U .S . (n 10% or more U .S. shareholder of controlled shareholder of any foreign corporation corporation (other than the U S controlling the person fling this return) foreign corporation trade 2 Sales of property rights (patents, trademarks, etc .) 3 Compensation received for technical, managerial, engineering, construction, or like services 4 Commissions received 5 Rents, royalties, and license fees received 6 Dividends received (exclude deemed distributions under subpart F and distributions of previously taxed income) . 7 Interest received 8 Premiums received for insurance or reinsurance 9 Add lines 1 through 8 . 10 Purchases of stock in trade (inventory) 11 Purchases of tangible property other than stock in trade . 12 Purchases of property rights (patents, trademarks, etc.) 13 Compensation paid for technical, managerial, engineering, construction, or like services . 14 Commissions paid . 15 Rents, royalties, and license fees paid 16 Dividends paid . 17 Interest paid 18 Add lines 10 through 17 . 19 Amounts borrowed (enter the maximum loan balance during the year) - see instructions . 20 Amounts loaned (enter the maximum loan balance during the year) - see instructions . 5,000,000 For Paperwork Reduction Act Notice, see the Instructions for Form 5471 . Cat . No 499630 Schedule nn (Form 5471) (Rev 12-2004) American National Red Cross 8 Its Constituent Chapters and Branches Boardman Indemnity Fund Calculations Form 5471 - Schedule C Support Fiscal Year Ending June 30, 2004 Line 16 Total underwriting expenses Operating expenses Other deductions Functional Currency $ $ - $ $ $ U .S. Dollars 37,876,112 109,323 37,985,435 Statement Y American National Red Cross 8 Its Constituent Chapters and Branches Boardman Indemnity Fund Calculations Form 5471 - Schedule F Support Fiscal Year Ending June 30, 2004 Line 2 Accrued interest receivable Insurance balances receivable Outstanding losses recoverable from reinsurers Reinsurance balances receivable Premiums receivable Total accounts receivable Line 7 Beginning Balance $ - $ $ $ $ $ $ $ $ $ 6,366,000 6,366,000 $ $ $ $ $ $ $ $ Ending Balance 28,157,230 25,634,090 20,505,499 7,246,602 3,579,310 3,643,046 6,457,377 95,223,154 Beginning Balance $ 15,000 $ Ending Balance 15,000 $ $ $ 4,397 19,397 $ $ $ 4,398 19,398 $ $ $ $ Beginning Balance 29,315,627 44,758,617 (9,348,415) 64,725,829 $ $ $ $ Ending Balance 34,060,185 45,368,422 (8,426,435) 71,002,172 Beginning Balance $ 9,192,154 $ 32,336,551 $ 22,430,911 $ 10,491,478 $ 5,087,440 $ 4,945,489 $ 9,199,385 $ 93,683,408 Money market fund Short term bond fund Diversified bond fund Strategic stock fund Broad market index fund International stock fund Long duration bond fund Total investments Line 12 Loss escrow fund Prepaid reinsurance premiums Due from Parent Company Prepaid expenses Total other assets Line 17 Outstanding losses and loss adjustments Incurred but not reported Discount 7,018,000 7,018,000 Statement Z Ending Balance - June 30, 2004 53-0196605 American National Red Cross and Its Constituent Chapters and Branches IRS Form 990 Statement 1 PART I - LINE 8: SALE OF SECURITIES AND OTHER ASSETS Securities Net Gain 7.986.136 The gain or loss from sale of securities was shown on a net basis in the Consolidated Financial Statements (Attachment A). Other Assets Net Gain 11 .764.506 Part I, Line 8 under "Other" details the proceeds from sale of fixed assets (less nominal expenses) and the net book value of assets sold. Attachment A shows the original cost, or fair market value if donated, of assets on hand for buildings and improvements and for major equipment with accumulated depreciation in total for all assets . The American National Red Cross fiscal policy provides for capitalization of land, buildings and major equipment and recognition of depreciation, except on land, as a current cost of operation . Accordingly, land, buildings, land and building improvements, and major equipment are carried separately on the balance sheet of the national sector and of each affected chapter having custody of these fixed assets . Generally, fixed assets are defined as any item with a useful life of three or more years that costs more than $2,500. These fixed assets (excluding land) are depreciated monthly on a straight line basis over their estimated useful lives. The useful lives established as a corporate standard for fixed assets provide 10 years for land improvements and generally 45 years for buildings . For major equipment, the useful life is generally 3 to 15 years . Fixed assets are recorded at cost, or, if donated, at their fair market value at time of acquisition . Title to all real property owned by the organization is vested in "The American National Red Cross," but the property under the custody of each chapter is carried on its books and annual depreciation is recorded together with any liabilities against the property. Prior approval by national headquarters is required for the purchase, sale or major improvement of the property. The financial position and results of operations of chapters and regional blood services are included in the Consolidated Financial Statements of the American Red Cross which are audited by KPMG LLP, independent certified public accountants, and by the U.S . Army Audit Agency . The consolidated financial statements are used as the basis for the preparation of Form 990 for the organization . In view of the size of the organization and decentralization of the financial records of the national sector and some one thousand chapters with fixed assets, it is not feasible to present the detail. called for in the schedules designated in Part II, Line 42, and Part N, Line 57. Statement 1 June 30, 2004 53-0196605 American National Red Cross and Its Constituent Chapters and Branches IRS Form 990 Statement 2 Part I - Lines 18, 19, 20 and 21 Net assets at June 30, 2003 $ 2,166,816,327 Unrealized gain (loss) on investments 88,018,456 Additional minimum pension liability adjustment (Note 1) 54,103,000 Change in net assets from FY 2004 activities (see Consolidated Statement of Activities) Net assets at June 30, 2004 (107,956,425) $ 2,200,981,358 Note 1 : The provisions of FASB Statement No. 87, Employers' Accounting for Pensions, require recognition of an additional minimum liability, if the accrued benefit costs for a pension plan are less than the excess of the accumulated benefit obligation over plan assets . At June 30, 2003, this resulted in a minimum pension liability adjustment of approximately $54 million, recorded as a non-operating loss on the consolidated statement of activities. At June 30, 2004, the value of the Plan assets was sufficient such that no additional pension liability was required, and the effects of the prior year adjustment were reversed, resulting in a minimum pension liability adjustment of approximately $54 million . This was recorded as a non-operating gain on the consolidated statement of activities. Statement 2 American National Red Cross and Its Constituent Chapters and Branches IRS Form 990 Statement 2A Special Events Revenue for FY 2004 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 01019 01192 01208 01216 02012 03008 03060 04244 05023 05052 05120 05132 05180 05264 05276 05280 05310 05314 05324 05332 05344 05348 05376 05378 05380 05388 05468 05503 06144 06166 06204 07038 07040 07114 07115 07124 07152 08004 09004 10024 10029 10048 10060 10061 10091 10180 10188 BIRMINGHAM AREA, AL MADISON/MARSHALL COUNTY, AL ALABAMA GULF COAST CHAPTER, AL ARC OF CENTRAL ALABAMA, AL ARC OF ALASKA THE GRAND CANYON CHAPTER, AZ SOUTHERN ARIZONA, AZ CENTRAL ARKANSAS, AR ARCADIA, CA THREE RIVERS, CA GLENDALE-CRESCENTA VALLEY, CA GREATER LONG BEACH, CA AMERICAN RED CROSS OF GREATER LOS ANGELES, CA ORANGE COUNTY, CA PALO ALTO AREA, CA SAN GABRIEL VALLEY, CA SONOMA COUNTY, CA RIO RONDO, CA RIVERSIDE COUNTY, CA SACRAMENTO SIERRA, CA INLAND EMPIRE, CA SAN DIEGO/IMPERIAL COUNTIES, CA SANTA BARBARA COUNTY, CA SANTA CLARA VALLEY, CA SANTA CRUZ COUNTY, CA ARC OF SANTA MONICA, CA AMERICAN RED CROSS OF VENTURA COUNTY, CA ARC BAY AREA, CA CENTENNIAL, CO MILE HIGH, CO PIKES PEAK, CO CHARTER OAK CHAPTER OF CONNECTICUT, CT GREENWICH, CT SOUTH CENTRAL CONNECTICUT, CT SE FAIRFIELD COUNTY, CT STAMFORD, CT MID-FAIRFIELD COUNTY, CT ARC OF THE DELMARVA PENINSULA, DE NATIONAL CAPITAL BROWARD COUNTY, FL ARC OF CENTRAL FLORIDA, FL COLLIER COUNTY, FL ARC OF GREATER MIAMI & THE KEYS, FL FLORIDA'S COAST TO COAST, FL TAMPA BAY, FL MANATEE COUNTY, FL MARTIN COUNTY, FL 1 of 4 0 65,035 62,073 84,100 140,863 156,728 316,544 18,984 19,294 16,994 20,338 35,844 0 280,278 85,662 132,202 95,227 82,494 45,154 88,675 131,974 82,894 37,912 0 132,168 19,495 116,629 278,833 30,433 1,197,586 54,668 147,337 855,916 169,347 142,668 164,989 111,415 187,908 384,258 259,124 186,340 69,637 998,125 2,748 259,493 59,943 137,310 0 27,530 18,918 51,167 31,408 46,802 66,222 0 13,403 16,170 2,685 20,324 0 62,299 25,093 65,611 9,159 53,650 0 73,827 48,137 27,072 0 0 84,099 7,370 73,290 96,447 3,123 723,082 13,612 102,784 289,251 27,701 45,514 81,013 74,861 74,750 189,862 163,187 6,660 22,652 253,177 0 112,124 31,283 61,315 0 37,505 43,155 32,933 109,455 109,926 250,322 18,984 5,891 824 17,653 15,520 0 217,979 60,569 66,591 88,068 28,844 45,154 14,848 83,837 55,822 37,912 0 48,069 12,125 43,339 182,386 27,310 474,504 41,056 44,553 566,665 141,646 97,154 83,976 36,554 113,158 194,396 95,937 179,680 46,985 744,948 2,748 147,369 28,660 75,995 Special Events Revenue for FY 2004 10198 10228 10276 11378 12024 13004 13054 13148 13302 13364 13378 14006 14164 15080 15198 15422 16213 16274 17048 17340 18125 18142 18206 19104 20012 21036 21066 21254 21501 22108 22172 22178 22234 22240 22252 22322 23193 23280 25040 25150 25152 25380 27186 27234 29044 30040 30067 30116 30120 30140 30172 30176 NORTHEAST FLORIDA, FL ARC OF GREATER PALM BEACH AREA, FL SOUTHWEST FLORIDA, FL METROPOLITAN ATLANTA, GA AMERICAN RED CROSS OF SOUTHWEST IDAHO, ID ADAMS CO, IL CENTRAL ILLINOIS, IL FULTON-SCHUYLER, IL ARC OF GREATER CHICAGO, IL AMERICAN RED CROSS OF THE QUAD CITIES AREA, IL ROCK RIVER, IL ARC OF NORTHEAST INDIANA, IN ARC OF GREATER INDIANAPOLIS AREA, IN CENTRAL IOWA, IA GRANT WOOD AREA, IA SIOUXLAND AREA, IA KANSAS CAPITAL AREA, KS MIDWAY-KANSAS, KS BLUEGRASS AREA, KY LOUISVILLE AREA, KY LOUISIANA CAPITAL AREA, LA NORTHWEST LOUISIANA, LA SOUTHEAST LOUISIANA, LA PORTLAND, ME CENTRAL MARYLAND, MD BERKSHIRE COUNTY, MA ARC OF CENTRAL MASSACHUSETTS, MA PIONEER VALLEY, MA ARC OF MASS BAY, MA GENESEE-LAPEER, MI ARC OF GREATER KALAMAZOO AREA, MI ARC OF WEST CENTRAL MICHIGAN, MI MID-MICHIGAN, MI MONROE COUNTY, MI MUSKEGON-OCEANA, MI SOUTHEASTERN MICHIGAN, MI ARC, MINNEAPOLIS AREA, MN ARC OF THE ST PAUL AREA, MN MIDLAND EMPIRE, MO GREATER KANSAS CITY, MO GREATER OZARKS, MO AMERICAN RED CROSS ST . LOUIS AREA, MO HEARTLAND, NE LANCASTER COUNTY, NE GREATER MANCHESTER, NH CAMDEN COUNTY, NJ ARC IN METROPOLITAN NEW JERSEY, NJ JERSEY COAST, NJ MONTCLAIR-GLEN RIDGE-NUTLEY, NJ BERGEN-HUDSON, NJ TRI-COUNTY, NJ AMERICAN RED CROSS OF CENTRAL NEW JERSEY, NJ 2 of 4 89,901 2,119,136 33,284 0 191,267 0 25,408 0 227,890 169,992 61,789 44,575 76,010 51,721 46,734 121,061 3,617 0 34,056 240,863 7,128 121,368 360,396 62,195 246,153 95,643 87,633 91,723 336,413 81,290 31,178 2,947 110,300 178,758 155,928 206,424 89,249 137,818 1,524 286,212 117,340 0 49,268 86,279 131,634 132,124 246,651 248,586 96,962 454,186 13,776 455,540 40,934 1,071,647 10,491 0 53,665 0 9,585 0 0 60,457 25,103 15,090 10,445 8,777 10,062 23,739 0 0 2,954 76,813 8,236 41,447 136,817 25,195 97,611 41,027 32,586 26,554 102,332 14,061 34,281 1,194 40,552 104,895 45,703 77,803 0 60,799 0 92,856 40,542 0 21,210 6,544 19,504 50,844 111,146 96,193 39,008 223,178 6,125 192,064 48,967 1,047,489 22,793 0 137,602 0 15,823 0 227,890 109,535 36,686 29,485 65,565 42,944 36,672 97,322 3,617 0 31,102 164,050 (1,106) 79,921 223,579 37,000 148,542 54,616 55,047 65,169 234,081 67,229 (3,103) 1,753 69,748 73,863 110,225 128,621 89,249 77,019 1,524 193,356 76,798 0 28,058 79,735 112,130 81,280 135,505 152,393 57,954 231,008 7,651 263,476 Special Events Revenue for FY 2004 30216 31061 32004 32036 32140 32236 32248 32336 32397 32400 32442 32500 33029 33152 33181 33188 33216 33322 33430 35072 35086 35106 35168 35170 35384 35392 36232 36308 37080 37104 38024 38116 38196 38212 38216 38292 38300 38332 38360 38444 39004 40048 40050 40104 41208 42036 42196 42264 42296 43129 43200 43336 SUMMIT AREA, NJ MID-RIO GRANDE, NM ARC OF NORTHEASTERN NEW YORK, NY SOUTHERN TIER, NY GREATER BUFFALO, NY NASSAU COUNTY, NY NIAGARA FALLS, NY GREATER ROCHESTER, NY SUFFOLK COUNTY, NY ONONDAGA-OSWEGO, NY WESTCHESTER COUNTY, NY ARC IN GREATER NEW YORK ASHEVILLE-MOUNTAIN AREA, NC CENTRAL NORTH CAROLINA, NC GREATER CAROLINAS, NC GREENSBORO, NC HIGH POINT-THOMASVILLE, NC NORTHWEST NORTH CAROLINA, NC TRIANGLE AREA, NC CINCINNATI AREA, OH ARC OF GREATER COLUMBUS, OH DAYTON AREA, OH GREATER CLEVELAND, OH GREATER TOLEDO AREA, OH SUMMIT COUNTY, OH TRUMBULL COUNTY, OH THE AMERICAN RED CROSS OF CENTRAL OKLAHOMA, OK TULSA AREA, OK OREGON PACIFIC, OR OREGON TRAIL, OR BERKS COUNTY, PA GREATER ERIE COUNTY, PA AMERICAN RED CROSS OF THE SUSQUEHANNA VALLEY, PA LEHIGH VALLEY, PA LOWER BUCKS COUNTY, PA ALLEGHENY REGION, PA SOUTHWESTERN PENNSYLVANIA, PA SCRANTON, PA SOUTHEASTERN PENNSYLVANIA, PA YORK COUNTY, PA RHODE ISLAND, RI CAROLINA LOWCOUNTRY, SC ARC OF CENTRAL SOUTH CAROLINA, SC UPSTATE SOUTH CAROLINA, SC SIOUX EMPIRE, SD CHATTANOOGA-HAMILTON COUNTY, TN KNOXVILLE AREA, TN MID-SOUTH, TN NASHVILLE AREA, TN ARC OF CENTRAL TEXAS, TX DALLAS AREA, TX GREATER HOUSTON AREA, TX 3 of 4 229,479 6,941 97,850 131,964 449,967 234,443 85,261 236,739 504 365,116 274,014 190,790 88,184 3,123 209,440 0 104,080 36,901 344,922 121,658 450,624 89,080 1,154,490 82,898 91,442 25,161 184,102 0 88,541 249,259 120,719 29,700 40,476 118,469 164,494 48,631 234,905 131,639 1,502,509 132,640 34,671 100,900 5,823 249,525 62,580 6,172 24,375 6,532 454,013 269,217 326,735 83,744 51,688 0 22,104 69,202 239,647 85,394 22,607 74,254 0 73,217 122,314 55,138 19,582 388 144,863 0 18,638 6,457 164,030 52,638 131,411 30,264 515,721 24,773 16,717 13,740 52,833 0 0 92,465 89,027 11,393 21,583 36,964 58,930 41,787 139,040 36,197 377,432 20,368 0 62,371 0 118,292 8,441 3,457 10,100 4,778 116,827 226,958 166,803 12,256 177,791 6,941 75,746 62,762 210,320 149,049 62,654 162,485 504 291,899 151,700 135,652 68,602 2,735 64,577 0 85,442 30,444 180,892 69,020 319,213 58,816 638,769 58,125 74,725 11,421 131,269 0 88,541 156,794 31,692 18,307 18,893 81,505 105,564 6,844 95,865 95,442 1,125,077 112,272 34,671 38,529 5,823 131,233 54,139 2,715 14,275 1,754 337,186 42,259 159,932 71,488 Special Events Revenue for FY 2004 152 153 43746 154 155 44006 44084 45020 156 157 43812 SAN ANTONIO AREA, TX CHISHOLM TRAIL CHAPTER, TX ARC OF NORTHERN UTAH, UT GREATER SALT LAKE AREA, UT CENTRAL VT-NH VALLEY, VT 65,414 144,567 26,107 36,488 39,307 108,079 101,702 55,320 31,262 13,888 70,440 41,432 46008 ALEXANDRIA, VA 90,479 717,817 36,858 581,992 53,621 135,825 158 159 46372 46380 GREATER RICHMOND, VA ROANOKE VALLEY, VA 118,921 91,254 55,693 17,322 63,228 73,932 160 161 46441 46456 47028 1,348,208 34,648 142,220 1,185,441 15,931 162,767 18,717 125,344 38,327 162 163 164 165 166 167 168 169 170 171 172 SOUTHEASTERN VIRGINIA, VA WINCHESTER & FREDERICK COUNTY, VA CLARK COUNTY, WA INLAND NORTHWEST, WA ARC SERVING KING & KITSAP COUNTIES, WA 47,276 324,137 16,876 8,949 39,388 SNOHOMISH COUNTY, WA MOUNT RAINIER, WA 130,101 270,466 66,473 97,492 284,749 63,628 172,974 12,043 172,551 11,408 44,906 635 127,645 49110 49162 GREATER MILWAUKEE, WI LAKELAND, WI 15,670 73,173 20,591 22,097 (4,921) 51,076 54004 56004 HAWAII STATE, HI PUERTO RICO Subtotal ; All other Chapters $ 14,843,265 $ 4,807,868 $ 10,035,397 Total $ 45,547,942 $ 17,262,700 $ 28,285,242 47066 47116 47128 47138 48240 49064 OHIO VALLEY, WV BADGER, WI 4of4 584,870 162,829 30,704,677 $ 0 55,878 12,454,832 $ 584,870 106,951 18,249,845 June 30, 2004 53-0196605 American National Red Cross and Its Constituent Chapters and Branches IRS Form 990 Statement 3 Part u, Line 23 : SPECIFIC ASSISTANCE TO INDIVIDUALS The amount shown in Part II, Line 23 represents the total of specific assistance of money and property to individuals and families . These gifts are as follows : $ 46,700,472 1. Disaster Relief 2. Liberty Disaster Relief - Sept 11 Response 32,567,267 3. International Services 23,081,494 4. Community Services 13,515,959 5. Armed Forces Emergency Services Total Specific Assistance to Individuals 2,568,207 $ 118,433,399 Statement 3 American National Red Cross and Its Constituent Chapters and Branches IRS Form 990 June 30, 2004 53-0196605 Statement 4 PART III - STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS (a) (b) (c) (d) (e) (f) (g) Disaster Services Liberty Disaster Relief - Sept 11 Response Armed Forces Emergency Services Community Services Health and Safety Services Biomedical Services International Services TOTAL $ 238,867,836 52,100,612 60,896,501 135,498,717 216,265,171 2,133,3 82,171 54,962,855 $2,891,973,863 Description of Services Provided (a) Disaster Services: The organization responded to 96 large-scale disasters in fiscal year 2004, including floods tornadoes, wind and ice storms, Hurricane Isabel on the east coast, and the devastating wildfires in southern California. Through its network of several hundred local chapters in all 50 states, as well as offshore U.S. territories and possessions in the Caribbean and the Pacific, the Red Cross responded to a total of nearly 68,000 disasters large and small. The organization provided food, lodging, health services, crisis interventions and community mentalhealth debriefings and/or other related emergency care to persons in need. The services of the American Red Cross began with safe shelters for evacuees and continued as families mapped and traveled their road to recovery. The number of trained disaster staff that provided these services in the National Disaster Services Human Resources System was approximately 24,000 in FY 2004. Chapters throughout the country trained thousands more to respond to disasters within the boundaries of their own communities . (b) Liberty Disaster Relief Fund : On September 11, 2001, terrorist attacks on the United States considerably increased the number and scope of services provided by the American Red Cross to relief workers, families of victims and others directly impacted by the attacks . Due to the significant response by the American Red Cross, and to help ensure greater public accountability, a separate Liberty Disaster Relief Fund was established for the monetary and in-kind contributions provided to support American Red Cross services to terrorism victims . The services provided to date have been determined by the immediate and long term needs of those directly affected . The Liberty Disaster Relief Fund continues to provide long term services such as financial assistance, mental health and health services, cash management and other specialized programs . Statement 4 (continued) American National Red Cross and Its Constituent Chapters and Branches IRS Form 990 June 30, 2004 53-0196605 (c) Armed Forces Emergency Services : The organization provides military members, veterans, and their families with emergency communications, assistance in obtaining financial assistance for expenses related to emergency travel or personal crisis and other vital services at U.S. military installations worldwide . (d) Community Services : American Red Cross chapters offer community services that help people lead safer, healthier lives and allow for greater self-reliance . These services include meal delivery to housebound residents, food pantries, rides to medical appointments, homeless shelters, transitional housing, caregiver education and support groups, friendly visitors, Lifeline 9, hospital / nursing home volunteers, fuel assistance, latchkey programs and language banks . (e) Health and Safety Services : The organization trains people to prevent, prepare for and respond to emergencies. Courses include first aid, CPR/AED training, HIV/AIDS prevention education, aquatics and water safety, and caregiving courses such as babysitter's training. (f) Biomedical Services : The organization collects, tests, and distributes nearly half of the nation's blood and blood components and operates 35 regional blood service centers throughout the country . In fiscal year 2004, the organization collected over 6 million productive units of blood from over 4 million donors and supplied 2,900 hospitals and other facilities with blood and blood products for transfusion . (g) International Services : The organization works to prevent and relieve the most desperate cases of human suffering caused by international emergencies or chronic poverty . International Services helps save lives when people are threatened by epidemics, disasters, armed conflict, social strife or economic collapse. To assist vulnerable families in developing nations, International Services staff works with our Red Cross and Red Crescent partner national societies to build a family's capacity to improve living conditions by such measures as providing food, ensuring safe drinking water, immunizing children, developing disaster preparedness plans and helping families gain access to primary health care . Other vital services include reconnecting families separated by emergencies and educating the American public about international humanitarian law. 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It does not endorse candidates for elective office nor does it publish or distribute information that directly or indirectly endorses or opposes a candidate . The American National Red Cross does, from time to time, present written and oral testimony at legislative hearings, communicate with legislators and their staffs, and issue public statements related to pending legislation . These activities are generally limited to areas in which it has a recognized expertise (such as blood banking, public health, disaster mitigation, and non-profit tax exemption). SCHEDULE A, PART VI-B LOBBYING ACTIVITIES BY NONELECTING PUBLIC CHARITIES - LINES c d,e,f, , and h. The American National Red Cross participates in lobbying and other public policy advocacy activities at the federal and state level (within the limits set by IRS regulations) on issues that are related to the organization's mission including : biomedical services and research; homeland security, preparedness, response and disaster mitigation; public health and safety ; emergency communications services to the armed forces; international services; and the regulation of nonprofit organizations . These activities include preparing and presenting written and oral testimony at legislative hearings and executive branch advisory committee meetings ; communicating with policymakers and their staffs at meetings and briefings ; and issuing public statements related to pending legislation and regulation. The American National Red Cross does not contribute to or participate in election campaigns . It does not endorse candidates for elective office, nor does it publish or distribute information that directly or indirectly endorses or opposes a candidate . Statement 6 American National Red Cross and Its Constituent Chapters and Auxiliaries IRS Form 990 June 30, 2004 53-0196605 Statement 7 SCHEDULE A. PART III - LINES 3 & 4b: DISBURSEMENT IN FURTHERANCE OF CHARITABLE PROGRAMS AND GRANTS Pursuant to the Congressional Charter of the American National Red Cross (36 U.S.C. 3 Fifth), the organization carries out a system of national and international relief to mitigate or prevent suffering caused by disasters . Disaster victims qualify to receive such assistance based on either obvious circumstances, such as apparent need for food, clothing or shelter, or a casework process in which the nature and extent of the disaster-caused needs for Red Cross aid are determined in the light of other available resources and the ability of the victims to assist themselves . Contributions to other organizations consist primarily of those made to the International Committee of the Red Cross, the Federation of Red Cross and Red Crescent Societies and national Red Cross societies of other countries . Contributions may be made for a variety of purposes, including regular financial support and disaster relief assistance. The American Red Cross has ongoing relationships with all such Red Cross organizations which are governed by humanitarian principles and qualify for such assistance . Pursuant to its Congressional Charter (36 U.S.C. 3 Fourth), the American National Red Cross also acts in matters of voluntary relief and in accord with the military authorities to provide communications and welfare assistance to members of the Armed Forces of the United States, their families and veterans . Assistance to this group is determined generally on the basis of their military, veteran or dependent status and the particular needs related thereto as revealed through casework and similar means. No member of, or contributor to, the Red Cross is eligible for any of the above types of assistance not available to persons who are not members of, or contributors to, the Red Cross, and no account is taken or records maintained as to whether recipients are members of, or contributors to, the Red Cross or related to corporate directors, officers, employees or donors . Employees of the American National Red Cross are eligible for limited financial assistance to further their educations; and its employees serving overseas are eligible for limited financial assistance to help defray the costs of schooling of their dependents at overseas locations . Former employees who retire with low benefits may be assisted from a special fund. In all instances, eligibility for the assistance is based on the needs of the individual employee concerned . Statement 7 American National Red Cross and Its Constituent Chapters and Branches IRS Form 990 June 30, 2004 53-0196605 Statement 8 SCHEDULE A. PART IV-A, LINE 21 : VALUE OF SERVICES OR FACILITIES FURNISHED TO YOU BY A GOVERNMENT UNIT WITHOUT CHARGE The Department of Defense provides logistical support for American Red Cross' Services to Armed Forces Program pursuant to 10 U. S. C. 2602, but no objective basis is available to measure the value of such donations . Statement 8 American National Red Cross and Its Constituent Chapters and Branches IRS Form 990 June 30, 2004 53-0196605 Statement 9 Schedule A, Part IV-A, Line 22 : Other Income (a) 2002 Fiscal year beginning in: Miscellaneous Income (Note 1) Total Other Income (b) 2001 20,731,837 27,168,897 $ 27,168,897 (c) 2000 $ 20,731,837 23,385,791 $ 23,385,791 (e) Total (d) 1999 37,971,164 $ 37,971,164 109,257,689 $ 109,257,689 Note 1 : Primarily reimbursements of prior year's expenses, inventory adjustments, trade discounts, miscellaneous credits, and proceeds from salvage materials. Statement 9 American National Red Cross and Its Constituent Chapters and Branches June 30, 2004 IRS Form 990 53-0196605 Statement 10 List of Officers, Directors, Trustees, end Key Employees Note : All compensation and benefits for the individuals listed below were paid using unrestricted general operating income of the American Red Cross. No funds related to the September 11, 2001, attacks or disaster relief were used to pay these expenses. (A) Name and address (H) Title and average hours per week devoted to position (C) Compensation (ifnot paid, enter -0-) David T McLaughlin Chairman 2025 8 St, NW, Washington, DC 20006 Less than 25 hours per week Marsha Bums 2025 E St, NW, Washington, DC 20006 President and CEO Mary Elceno 2025 E St, NW, Washington, DC 20006 General Counsel and Corporate Secretary Mary H DeKuyper 2025 ESt, NW, Washington, DC 20006 National Char of Volmteers 60 hours per week Remash Thadani Exec VP & CEO, Biomedical Services 2025 E St, NW, Washington, DC 20006 60 hours per weed (D) Contributions to employee benefit plans & (E) Expense account and other deferred compensation allowances 450,008 18,591 - 290,004 6,399 - - - 204,351 1,866 60 hours per week 60 hours per week For the period 7/1/03 - S/27/O7 Severance 260,791 92,310 2,777 36,353 148,172 14,887 5,914 Severance 168,873 22,879 Terry SwJia 2025 E St, NW, Washington, DC 20006 Exec VP, Disaster Services 240,006 20,125 1,264 Alan MeCurry ChiefOperetmg Officer 335,620 20,998 - 2023 E St, NW, Washington, DC 20006 60 hours per week Robert P MeDondd ChiefFmancialOfficer 315,016 16,778 38,787 2025 E St, NW, Washington, DC 20006 60 hours per week $38,157 relocation cons included in Column E Gina F Adams 2025 E St, NW, Washington, DC 20006 Board Member Less then 25 hours per week - - - Chris Allen 2025 E St . NW, Washington, DC 20006 Board Member - - - Richard Lee Arnutege 2025 E St, NW, Washington, DC 20006 Baud Member Less then 25 hours per week - - Senford A Beldm Board Member Less than 25 hours per week - - John L Brexton Baud Member Less than 25 hours per week - - 2025 H St, NW, Washington, DC 20006 lobe Burger Board Member - - 2025 E St , NW, Washington, DC 20006 Less than 25 hours per week Anna Escobedo Cabs! Baud Member - - 2025 E St, NW, Washington, DC 20006 Less than 25 hours par week Steven E Can Board Member - - 2025 ESt , NW, Washington, DC 20006 Less than 25 hours per week Nrta 7 Clyde 2025 ESt, NW, Washington, DC 20006 Board Member - - Douglas H Dittnck Baud Member Less than 25 hours per week - - John F McGwre Exec VP & CEO, Biomedical Services 2025 ESt, NW, Washington, DC 20006 60 hours per week For the period 3122104 - 6/70104 $36,283 relocation costs included m Column E Jones Krueger 2025 E St, NN', Washington, DC 20006 Exec VP, Chapter Services Network 60 hours per week For the period 7/1/03 - 11/14/03 2025 E St, NW, Washington, DC 20006 2025 ESt , NW, Washington, DC 20006 60 hours per week Less than 25 hours per week Less dean 25 hours per week - - Donald L Evens Board Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours per week Bill J Gagliano 2025 E St, NW, Washington, DC 20006 Board Member Less then 23 hour per week Lee A Goldstem Board Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours per week Karen K Goodman 2025 E St . NW, Washington, DC 20006 Board Member William F Gnnnan, Jr Board Member 2025 E St . NW, Washington, DC 20006 Less than 25 hours per week Carol Mn Heake Board Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours per week Less than 25 hours per week Susan H HatsmJler Board Member 2025 E St . NW, Washington, DC 20006 Less than 23 hours per week Michael W Hawkms Hoard Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours per week Edward A Heidt, Jr Hoard Member 2025 BSt, NW, Washington, DC 20006 Less than 25 hours per week r Joyce N Hoffmen Board Member 2025 E St, NW, Washington, DC 20006 Lass than 25 hours per week Judith Rchards Hope Board Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours per weed Jon M Huntsman Board Member 2025 F St, NW, Washington, DC 20006 Less than 25 hours per week Mn F Kaplen Board Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours per week Gregory A Kozmatsky Board Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours par weak R Bruce Lagoon Board Member 2025 E St, NW, Washington, DC 20006 Less than 25 hour par week Sherry Lansing Hoard Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours per week William V Lems, Jr Board Member 2025 E St, NW. Washington, DC 20006 Less than 25 hours per week Rex K Under 2025 E St . NW, Washington, DC 20006 Board Member Less than 25 hours per week William Lucy 2025 E St, NW, Washington, DC 20006 Hoard Member Less than 25 hours per week Elune M Lyedy 2025 E St , NW, Washington, DC 20006 Board Member Allen W Mathies 2025 E St, NW, Washington, DC 20006 Board Member William F McConnell Board Member 2025 ESt, NW, Washington, DC 20006 Less than 25 hours per weal Richard B Myers Board Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours per week Less than 25 hours pet week Less than 25 hours per week Richard M Njemiec Board Member 2025 ESt , NW, Washington, DC 20006 Less than 25 hours per week Ross H Ogden Board Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours per week Rodenck R Page Board Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours per week Theodore R Pamsh 2023 E St, NW, Washington, DC 20006 Board Member Pat M Powers Board Member 2025 E St, NW, Washington, DC 20006 Less than 25 hours per week Anthony 1 Pnnapi 2025 E St . NW, Washington, DC 20006 Board Member Less then 25 hours per week Thomas J Ridge Board Member 2025 E $t, NW, Washington, DC 20006 Glenn A Sieber 2025 E St . NW, Washington, DC 20006 Robes L Smolen 2023 E St, NW, Washington, DC 20006 Less then 25 hours per week Less than 25 hours per week Board Member Less then 25 hours per week Board Member Less then 25 hours per week Brian Skotko 2025 E St, NW, Washington, DC 20006 Board Member E Frsncme Stokes Board Member 2025 E St, NW, Washington, DC 20006 Las than 25 hours per week Less than 25 hours per week Tommy G Thompson 2025 E St, NW, Washington, DC 20006 Board Member ChnsnneK Wilkimon 2025 E St, NW, Washington, DC 20006 Board Member Maunce W Worth 2025 E St, NW, Washington, DC 20006 Board Member Total Less then 25 hours per week Less then 25 hours per week Less than 25 hours per week 2,505,151 125,300 82,318 June 30, 2004 53-0196605 American National Red Cross and Its Constituent Chapters and Branches IRS Form 990 Statement 11 I certify that the changes in the bylaws adopted during the fiscal year ended June 30, 2004, and attached hereto, are complete and accurate copies of the original documents . Signatur of fficer Date Title C(!Z ,~G~~~ S LCIT ETA Statement 11 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 Section 9 Section 10 Section 11 Section 12 Section 13 Section 14 Statutory Authority; Certain Definitions Board of Governors Committees of the Board of Governors Means for Board and Committee Actions; Expenses Honorary Officers Officers National Convention Membership Chartered Units Funds Indemnification Dissolution Amendments Subordinate Written Authority ----------------------------------------------- -------------- - October 2004 Reflecting Board Actions through Octot?cr 15 2004 - - - --------------------------------------------------------------- - ----- . --- { oeietea: May -- - - - - -- -- - - - t Deleted: May 21 Page 1 Bylaws of the American National Red Cross BYLAWS OF THE AMERICAN NATIONAL RED CROSS 1.1 Subject to Charter. These Bylaws have been adopted as the Bylaws of The American National Red Cross pursuant to an Act of Congress approved January 5, 1905, as amended (§300101 (1999), et seq.), (which Act as so amended is hereinafter referred to as the "Congressional Charter") and are in all respects subject to the provisions of the Congressional Charter. 1.2 Chapters. (a) The term "Chapter" as used in the Congressional Charter shall mean and refer to the Chartered Units of The American National Red Cross (the "Corporation") . (b) The term "Chapter" as used herein means and refers to the Chartered Units designated as Chapters by the Corporation . 1 .3 Chartered Units. The term "Chartered Units" of the Corporation shall mean Chapters and Blood Services Regions chartered by the Board of Governors. 1 .4 Payment of "Amount Specified " The phrase "payment of the amount specified" as used in Section 300103 of the Congressional Charter shall mean such sums of money, or equivalent in money's worth, as specified in Section 8.1(a) of these Bylaws . 1 .5 Corporate Regulations The term "Corporate Regulations" shall mean the Congressional Charter, the Bylaws, the Board of Governors Policy Manual, all resolutions of the Board of Governors, all Chairman's Letters, and all other regulations, directives, rules, and policies of the President and CEO, or his or her designees. Each such source of corporate authority occupies the order of precedence in which it appears in the preceding sentence . Each prevails over inconsistent provisions of subordinate sources. Deleted : May Deleted- May 21-_ October 2004 Reflecting Board Actions throughOctober 15 2004 Page 2 Bylaws of the American National Red Cross 2.1 Powers; Composition. The governing body of The American National Red Cross in which all powers of government, direction, and management of the Corporation shall be lodged shall consist of a Board of Governors numbering 50 persons, each of whom shall serve without compensation for services as such . 2.2 Appointment and Election . Governors shall be appointed or elected in the following manner : (a) Eight Governors shall be appointed by the President of the United States, one of whom, the Chairman, shall be designated by the President to act as the principal officer of the Corporation; (b) 30 Governors shall be elected by the Chartered Units at the National Convention ; and (c) 12 Governors shall be elected by the Board of Governors as membersat-large . ---------------------- 2.3 Term of Office . The terms of office of all Governors shall be three years, except that the office of any Governor appointed by the President of the United States (other than the Chairman of the Corporation) shall become vacant if and when such Governor shall leave the official position held at the time of his/her appointment as Governor, or if such Governor shall die or resign, prior to the date on which his/her term as Governor would expire. Any Governor who shall have been elected by the Chartered Units, or who shall have been elected by the Board of Governors as a member-at-large, and who shall have served two full consecutive terms of three years each shall be ineligible for reelection for at least two years. Any Governor who shall have been elected by the Chartered Units, or who shall have been elected by the Board of Governors as a member-at-large, to a vacant term within the first year of such term and who shall have served an immediately succeeding full term of three years shall be ineligible for reelection for at least two years. 2.4 Governors Appointed by the President. The terms of office of the Governors appointed by the President of the United States shall commence upon the adjournment of the National Convention in the year of their appointment . 2.5 Governors Elected by Chartered Units. Of the 30 Governors elected by the voting delegates, one third shall be elected at each National Convention . The terms of office of the ten Governors so elected shall commence upon the adjournment of the National Convention at which they shall have been elected. ------------------. ------------------------- -2.6 --------------------------------------------Governors Elected as_Members-a_t-Large _ 9f the l2 Governors elected by_fhe . ... Board of Governors as members-at-large, one third shall be elected each year at October 2004 Reflecting Board Actions through October 15, 2004 Page 3 Bylaws of the American National Red Cross _ - - Deleted: May tDeleted* May 21 ---------------- . .~_.J the annual meeting of the Board of Governors held at the National Convention . The terms of office of the four Governors so elected shall commence upon the adjournment of such National Convention . 2.7 VacanciesPresidential Appointees. Any vacancy that may occur by death, resignation, retirement from the official position held at the time of appointment, or otherwise, among the Governors appointed by the President of the United States, shall be filled by appointment by the President of the United States as soon as may be after such vacancy shall have occurred . 2.8 Vacancies-Governors Elected by Chartered Units. Any vacancy that may occur by death, resignation, or otherwise, among the Governors elected by the Chartered Units, shall be temporarily filled by election by the Executive Committee of the Governors as soon as may be after such vacancy shall have occurred, any such elected person to serve until the next ensuing National Convention, at which a successor shall be elected by the Chartered Units to fill such vacancy for the remainder, if any, of the unexpired term . 2 .9 Vacancies-Members-at-Large. Any vacancy that may occur by death, resignation, or otherwise, among the Governors elected by the Board of Governors as members-at-large, shall be temporarily filled by election by the Executive Committee of the Board of Governors as soon as may be after such vacancy shall have occurred, any such person to serve until the annual meeting of the Board of Governors held at the next National Convention, at which meeting a successor shall be elected by the Board of Governors to fill such vacancy for the remainder, if any, of the unexpired term . 2.10 Termination of Governor's Term. The Board may remove any member-at-large or charter unit elected Governor for conduct deemed detrimental to the Board of Governors of the American Red Cross. The Chairman shall raise with the President of the United States any conflicts with Governors appointed by the President which the Chairman feels are detrimental to the Board of Governors or the American Red Cross. 2.11 [Reserved] 2 .12 Annual Meeting. The annual meeting of the Board of Governors shall be held each year during the National Convention . The purposes of such annual meeting shall include the election of four at-large Governors, each for a term of three years, and such other Governors as may be required pursuant to Section 2.9, the organization of the Board of Governors, the appointment of committees and committee officers, and the election of officers of the Corporation, for the ensuing year. In the event the annual meeting is held prior to the Closing Business Session of the Convention, organizational decisions affecting Governor-nominees shall be conditional upon their election as Governors. --------------------------------------------------------------------------- - ---- ---- --- - - ---- - ------ -- --- --------- - --- ----- - ------ - ------------------------------October 2004 Reflecting Board Actions through ()ct9ber 15 . 2004 Page 4 Bylaws of the American National Red Cross Deleted: May Deleted: May 21 2.13 Other Regular Meetings . At least two regular meetings of the Board of Governors other than the annual meeting provided for in Sections 2.12 of these Bylaws shall be held in each year at such times as the Board of Governors may from time to time determine . 2.14 Special Meetings . Upon the direction of the Chairman or the written direction of any 15 Governors, the Secretary shall call a special meeting of the Board of Governors. 2.15 Place ojMeetings. Except in the case of the annual meeting provided for in Section 2 .12, regular and special meetings of the Board of Governors shall be held in Washington, D.C ., unless otherwise determined by the Board of Governors. 2.16 Notice ojMeetings . Notice of regular meetings shall be given to each Governor at least 10 days before such meeting. Notice of special meetings shall be given to each Governor at least ten days before such meeting, whenever practicable, but in no event fewer than five days prior to the meeting. Notices of all meetings shall outline, as far as practicable, the matters to be considered. Notices shall be given by written or electronic means. 2.17 Quorum; Action . Twenty Governors shall constitute a quorum for any regular or special meeting. The vote of a majority of the Board of Governors present at the meeting at which a quorum is present and entitled to vote on the issue shall be required for the adoption of any matter voted on by the Governors, except as specifically provided in these Bylaws and except that in the absence of a quorum a lesser number may adjourn the meeting from time to time . 2.18 Waiver ofNotice . Whenever any notice is required to be given, a waiver thereof in writing signed by the Governor entitled to said notice, whether before or after the fact, shall be deemed equivalent thereto. Attendance of a Governor at any meeting shall be deemed to be waiver of notice except where attendance is for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened . 2.19 Periodic Assessment of Corporate Performance. At least once every two years, the Board of Governors will assess the Corporation's performance and effectiveness and ensure that actions are taken to achieve the Corporation's Mission and accomplish its Strategic Plan . 3.1 The Executive Committee. 3.1.1 October 2004 ------------------- . - -~ , Purpose and Authority. The Executive Committee shall have_and may_exercise all the powers of the Board of Governors when the Board of Governors is not in Reflecting Board Actions through Qclo_b_er 1 S, 2004 Page 5 Bylaws of the American National Red Cross Deleted: May Deleted: May 21 {------- - ------------- session and all such other powers and authority as may be delegated to it by the Board of Governors from time to time. The Executive Committee shall also recommend candidates for election as (a) members-at-large of the Board of Governors, (b) vice-chairmen of the Board of Governors, and (c) such other officers and committee members as are required to be elected or appointed by the Board of Governors, provided that when such recommendations are presented to the Board of Governors, members of the Board of Governors may recommend additional candidates for such positions. All actions taken by the Executive Committee shall be promptly reported, together with a copy of the minutes reflecting such actions, to the full Board of Governors. 3.1 .2 Composition . The Board of Governors shall elect from its own members an Executive Committee consisting of not fewer than 11 members, of whom one shall be the Chairman of the Corporation. The Chairman of the Corporation shall be the Chairman of the Executive Committee. The Chairs of the Audit, Biomedical Services, Disaster and Chapter Services, Finance, Governance, International Services and Public Support Committees shall be standing members of the Executive Committee. 3.1 .3 Election . The Executive Committee shall be elected by the Board of Governors each year at the annual meeting of the Board of Governors held pursuant to Section 2.12 of the Bylaws . 3.1 .4 Meetings. The Executive Committee shall hold regular meetings at such times as it shall determine. Upon the direction of the Chairman or the written direction of any four members of the Executive Committee, the Secretary of the Corporation shall call a special meeting of the Executive Committee. Notice of all meetings of the Executive Committee shall be given to each member at least three days prior to such meeting and shall outline, as far as practicable, the matters to be considered . Notice shall be given by written or electronic means. 3.1 .5 Place of Meetings . Regular and special meetings of the Executive Committee shall be held in Washington, D.C., unless otherwise determined by the Executive Committee. 3.1 .6 Quorum . Six members of the Executive Committee shall constitute a quorum, but in the absence of a quorum, a lesser number may adjourn the meeting from time to time . c .---- ---------------- -- ---------- -,------- ----- ~.2 ' October 2004 -----'---,- Biome cal services Cominitt--- Reflecting Board Actions though Oct~bcr 15 2004 - - - ---------------------- ------------------'------------ Page 6 Bylaws of the American National Red Cross Deleted: May { Deleted: May 21 3.2.1 Purpose and Authority. The Biomedical Services Committee is authorized to consider matters related to Biomedical Services, including blood, plasma, and tissue services . Unless otherwise authorized by the Board of Governors, the Committee shall have no power to act on behalf of the Board of Governors but shall present its recommendations, together with the advice from the Finance Committee if a recommendation involves the expenditure of funds beyond those already appropriated or available, to the Board for action . The Committee shall have and may exercise such other authority as may be delegated to it by the Board of Governors from time to time . 3.2 .2 Composition. The Biomedical Services Committee shall consist of not fewer than ten nor more than fourteen members, a majority of whom must be Governors and who shall be elected for terms of one year each. Non-Governor members shall be nominated for their pharmaceutical, regulatory or related expertise. Biomedical Services Committee members may not have direct business relationships with American Red Cross Biomedical Services and may not also serve on the Disaster and Chapter Services Committee. Any non-Governor member who shall have served six full consecutive terms shall be ineligible for reelection for at least one year. 3.2 .3 Quorum . A majority of the members of the Biomedical Services Committee, which majority must include a majority of its Governor members, shall constitute a quorum, but in the absence of a quorum a lesser number may adjourn the meeting from time to time . Any action of the Committee shall be subject to the approving vote of a majority of the members in attendance. 3.3 Finance Committee. 3.3 .1 Purpose and Authority. The Finance Committee is authorized to consider matters related to fiscal, financial, and budgetary affairs of the Corporation . The Finance Committee shall receive and review recommendations from the standing committees of the Board in all instances where the adoption of such recommendations by the Board would involve expenditures or the provision of funds beyond those already appropriated or made available by Board of Governors action . Unless otherwise authorized by the Board of Governors, the Committee shall have no power to act on behalf of the Board, but shall present its recommendations to the Board of Governors for action . The Committee shall have and may exercise such other authority as may be delegated to it by the Board of Governors from time to time. 3.3 .2 Composition . The Finance Committee shall consist of not fewer than five nor more than seven Governors. Deleted : May -3 :A-------T--- Disaster and chapter Servlces-Coiitmitfee. October . 2004 Reflecting Board Actions t}voughOctober1 S 2004 Deleted : May 21 Page 7 Bylaws of the American National Red Cross 3.4 .1 Purpose and Authority. The Disaster and Chapter Services Committee is authorized to consider matters related to : (a) those Red Cross programs and services provided to the public by national headquarters and by chapters and armed forces emergency service stations including disaster, armed forces, health and safety and community services (collectively refereed to as "Chapter and Disaster Services") unless such a program or service is under the authority of another Committee of the Board of Governors; (b) oversight of volunteer, youth and nursing and other programmatic personnel matters; (c) the establishment, requirements and governance of Chapters, including, but not limited to, the compliance of Chapters with Board ofGovernors Policy Manuu and other Corporate Regulations - and ---- the - conduct ---- --- of inquiries and hearings pursuant to Article 9 of the Bylaws ; . .--- rDeleted : ies (d) the optimum configuration of Chapters to best utilize American Red Cross resources; (e) the alignment of Chapter jurisdictions; (f) the relationships among and between Chapters ; and (g) the relationships between a Chapter and any Unit. The Committee shall function through the use of formal Subcommittees focused on Disaster Services, to oversee disaster preparedness and relief, and Chapter Services, to oversee product and service development and delivery and field unit compliance and accountability. Unless otherwise authorized by the Board of Governors, the Committee shall have no power to act on behalf of the Board of Governors, but shall present its recommendations, together with advice from the Finance Committee if a recommendation involves the expenditure of funds beyond those already appropriated or available, to the Board of Governors for action . The Committee shall have and may exercise such other authority as may be delegated to it by the Board of Governors from time to time . 3.4 .2 Composition . The Disaster and Chapter Services Committee shall be composed of not less than ten nor more than 20 Governors who may not also serve on the Biomedical Services Committee. 3.5 Audit Committee. ---------- ---------- ------------------- ------------ --------------- 3.5 .1 Deleted: May ~ Purpose and Authority. The Audit Committee is authorized to consider matters October 2004 Reflecting Board Actions through Oclobcr 15, 2004 Page 8 Bylaws of the American National Red Cross { Deleted: May 21 related to (a) the financial statements of the Corporation and other official financial information provided to the public, (b) the systems of internal controls and the audit process, and (c) evaluating the risk profile of the Corporation . The Audit Committee shall have such other authority and perform such other duties as may be delegated to it by the Board of Governors in a Function Statement or by other means. Unless otherwise authorized by the Board of Governors, the Audit Committee shall have no power to act on behalf of the Board, but shall present its recommendations to the Board of Governors for action . 3 .5 .2 3.6 Composition . The Audit Committee shall consist of not fewer than five nor more than seven Governors and shall not include the Chairman of the Corporation or Governors who are also members of the Finance or Governance Committees. Public Support Committee. 3.6 .1 Purpose and Authority. The Public Support Committee is authorized to consider policy matters related to public relations and public support of the Corporation, including questions related to fund-raising and relationships with federated fundraising groups, unions, businesses, foundations, government, and other organizations that affect the financial and volunteer support of The American National Red Cross. Unless otherwise authorized by the Board of Governors, the Committee shall have no power to act on behalf of the Board of Governors, but shall present its recommendations, together with advice from the Finance Committee if a recommendation involves the expenditure of funds beyond those already appropriated or available, to the Board of Governors for action. The Committee shall have and may exercise such other authority as may be delegated to it by the Board of Governors from time to time . 3.6 .2 Composition . The Public Support Committee shall consist of not fewer than ten nor more than 14 Governors. 3.7 International Services Committees 3.7 .1 Purpose and Authority. The International Services Committee is authorized to consider policy matters related to the International Services of the Corporation, and to study and evaluate existing or proposed international services of the Corporation . Unless otherwise authorized by the Board of Governors, the Committee shall have no power to act on behalf of the Board of Governors, but ------- ------------ - ~-shall-present;ifs-recominendatioris, togefher-wiiti advice-fcom~t}ieFinance~-------Committee if a recommendation involves the expenditure of funds beyond those October 2004 Reflecting Board Actions through_()ctober_15 2004 Page 9 Bylaws of the American National Red Cross Deleted: May - --- DelebCd : May 21 already appropriated or available, to the Board of Governors for action . The Committee shall have and may exercise such other authority as may be delegated to it by the Board of Governors from time to time . 3.7 .2 Composition . The International Services Committee shall consist of not fewer than six nor more than eight Governors. 3.8 3.8.1 Governance Committee. Purpose and Authority. The Governance Committee is authorized to : (a) assess at least annually the effectiveness of the Board of Governors, as a whole, and of individual members of the Board in governing the organization ; (b) establish the skills and experience to be sought in new Governor members, communicate these criteria to the Committee on Nominations and assist in recruiting new members to the Board of Governors; (c) work with the Committee on Nominations in assessing selected candidates for election at the Convention ; (d) assess candidates proposed by the Chairman and the President and Chief Executive Officer for election as at-large members of the Board of Governors; (e) provide orientation, training and mentoring to Board members, as appropriate ; (f) recommend, in consultation with the Chairman, to the Executive Committee, the slate of leadership positions, Committee and liaison assignments to be filled for the coming fiscal year and, in doing so, to exercise its discretion to waive any or all of the composition requirements set forth in the Bylaws as are applicable to any Committee (other than the Governance Committee) and liaison assignments as the Governance Committee may deem necessary; (g) conduct in concert with the Chairman, an annual review of the President and Chief Executive Officer and discuss the review with the Executive Committee and Board of Governors; ------- (h) review in concert with the Chairman and recommend for approval by the Executive Committee the compensation of the President and Chief ---------------------------------------------Executive Officer; set and approve compensation for senior I October 2004 ,. . -- -rid--~-- .% zecutives ;incluiiing~tliose who-report- directly fo_the FresTdeni-a -- Chief Executive Officer and such other executives as the Governance Reflecting Board Actions through ()cmbcr 15, 2004 Page 10 Bylaws of the American National Red Cross Deleted : May Deleted : May 21 ------------------ Committee may determine to be appropriate in carrying out their obligations pursuant to Section 4958 of the Internal Revenue Code ; and set and approve all executive-level benefit programs, incentive compensation programs ; separation pay programs, and other employment related contractual arrangements . All actions taken by the Committee will be promptly reported to the Executive Committee and the Board of Governors; and (i) provide oversight and assessment of the relationship between the Board of Governors and the President and Chief Executive Officer and other members of senior level management. 3.8 .2 Composition . The Governance Committee shall be composed of not fewer than five nor more than seven members who may not also serve on the Finance or Audit Committees . 3.9 Other Standing or Special Committees . The Board of Governors shall have the power to constitute other standing or special committees . 3.10 Certain Rules Applicable to All Board of Governors Committees . 3.10.1 Election . The members of each standing and special committee shall be elected by the Board of Governors at the Annual Meeting of the Board of Governors held pursuant to Section 2.12 of these Bylaws. The Board of Governors, upon recommendation of the Executive Committee, shall elect from each committee's membership the chairman and any vice-chairmen of such committee. 3.10.2 Meetings . Committees shall hold regular meetings at such time as the Committee Chair shall determine and may call a special meeting of the committee from time to time . 3.10.3 Quorum; Action. Unless otherwise specified in these Bylaws or by the Board of Governors, a majority of the members of standing or special committees shall constitute a quorum . A majority vote of the committee members who are present at a meeting at which a quorum is present and who are entitled to vote on an issue is required for any action taken, unless otherwise provided in the Bylaws and except that in the absence of a quorum a lesser number may adjourn the meeting from time to time. 3.10.4 Rules. Each committee shall have the power to adopt rules for the conduct of its business with respect to matters not provided for in the Congressional Charter, these Bylaws, or any rules adopted by the Board of Governors. October 2004 Reflecting Board Actions through (lctqbcr_I5, 2004 Page 11 Bylaws of the American National Red Cross - - Deleted: May - - Deleted: . May 21 ------------------------ October Zooa 4.1 National Emergency. A national emergency exists for purposes of this Section when a catastrophic event, such as an attack on the United States, a nuclear or atomic disaster, or a severe natural or man-made disaster, requires immediate action of the Executive Committee or the Board of Governors. 4.2 Emergency Meetings. In the event of a national emergency and upon the direction of the Chairman or the written or electronic request of three Executive Committee members, the Secretary shall call an emergency meeting of the Executive Committee. In the event of a national emergency and upon the direction of the Chairman or the written or electronic request of five Governors, the Secretary shall call an emergency meeting of the Board of Governors. Emergency meetings may be held at such time and place or manner as the Chairman may prescribe. 4.3 Notice ofEmergency Meetings. Notice of an emergency Executive Committee or Board of Governors meeting shall be given to each Executive Committee member or Governor, respectively, at least 24 hours before such meeting. Notice shall be given by written or electronic means, and, will include as far as practicable, an outline of the matters to be considered . 4.4 Quorum. Six Executive Committee members shall constitute a quorum of the Executive Committee. Fifteen Governors shall constitute a quorum for any emergency Board of Governors meeting. 4.5 Action by Meeting. The Board of Governors and any committee appointed by or under the authority of the Board of Governors may, within the discretion of its chairman, exercise any power, authority, or function vested in it either at a duly called meeting at which a quorum of its members is present or, upon due notice to its members, by the votes of a quorum thereof cast by written or electronic means. Without limiting the generality of the foregoing, regular and special meetings may be held in person or by telephone conference or similar electronic equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner shall constitute presence in person at the meeting and shall entitle the member to vote. Written reports of actions taken by any such means shall be promptly given to all members of the Board of Governors or committee in question . 4.6 Action by Consent. The Board of Governors and any committee appointed by or under the authority of the Board of Governors may, within the discretion of its chairman, take action by unanimous written consent of its members, setting forth the action so taken and signed (in one instrument or in counterparts) by all of such members . The consents shall have the same force and effect as the unanimous vote of the Board or such committee at a meeting duly called and held . 4:7 - - --- - ( Deleted: May --- - - "- - ---, Proxies; :R----------ntives -- -------;-on-GovernoT_Z`oiniiirtleel~IenibeTS .__Votingbyproxy_ {Deleted: May 21 ------ -- -- ------------- Reflecting Board Actions through October 15, 2004 Page 12 Bylaws of the American National Red Cross shall not be allowed at any meeting of the Board of Governors or any committee. The preceding sentence notwithstanding, with the exception of the Chairman of the Corporation, a Governor appointed by the President may send a representative to any meeting of the Board or its committees who shall be entitled to participate in such meetings, but not vote, on behalf of the Governor so represented . NonGovernor members of the Biomedical Services Committee shall have the right to vote on all issues coming before that Committee. 4.8 Expenses . Expenses of the Governors in attending all meetings of the Board of Governors, and of the members of Board committees in attending such committee meetings, including travel expenses to and from the place of such meetings, shall be paid by the Corporation . 5.1 Honorary Chairman . The President of the United States shall, upon acceptance, be the Honorary Chairman of The American National Red Cross. 5.2 Honorary General Counsel. The Attorney General of the United States shall, upon acceptance, be the Honorary General Counsel of The American National Red Cross. 5.3 Honorary Treasurer. The Secretary of the Treasury of the United States shall, upon acceptance, be the Honorary Treasurer of The American National Red Cross. 6.1 Chairman . (a) The Chairman of The American National Red Cross shall be appointed by the President of the United States . (b) In the event of a vacancy or anticipated vacancy in the office of the Chairman of the Corporation, including as a result of the expiration of the incumbent's term, there shall be appointed a subcommittee of not fewer than three members of the Executive Committee to consider candidates for the successor. The incumbent Chairman, or upon his/her absence or request the most senior vice chairman, shall be the chairman of the subcommittee . The subcommittee shall, if practicable, submit its recommendation to the Executive Committee at least six months prior to the scheduled expiration of the incumbent's term . The recommendation of the Executive Committee for the appointment of the Chairman of the Corporation_ shall _be submitted to the President of the United . States. I October 2004 Reflecting Board Actions through Octqhcr.l 5, 2004 Page 13 Bylaws of the American National Red Cross ~d . M8Y Deleted: May z i (c) The Chairman shall be the representative of the Corporation in its relations with public and private agencies and the public at large. The Chairman shall be responsible for communicating to the President and Chief Executive Officer of the Corporation the policies and programs adopted or approved by the Board of Governors and for reporting to the Board of Governors the conduct and management of the affairs of the entire organization. The Chairman shall serve as chairman of the Board of Governors and shall also preside over the Executive Committee. The Chairman shall be a member, ex-officio, of all other committees appointed by the Board of Governors, except the Audit Committee. The term of office of the Chairman shall be three years and shall be coterminous with his or her term of office as Governor pursuant to appointment by the President of the United States . October 2004 6.2 Vice Chairmen of the Board. The Board of Governors may elect one or more vice chairmen, and if more than one is appointed, shall establish the seniority of such appointees and may charge each Vice Chairman with a specific area of responsibility . In the absence of the Chairman, the most senior vice chairman shall exercise the functions of the Chairman, and shall preside over the Board of Governors and the Executive Committee. 6.3 President and Chief Executive Officer ("CEO'). The President and CEO of the Corporation shall be nominated by the Chairman and shall be elected by the Board of Governors. The President and CEO shall be the chief executive officer of the Corporation and shall be responsible for carrying into effect the policies and programs adopted or approved by the Board of Governors. 6.4 General Counsel. The President and CEO, with the approval of the Board of Governors, shall appoint a General Counsel. The General Counsel shall advise the Corporation upon such legal matters as may be referred by the President and CEO, the Chairman, the Board of Governors, or by the officers of the Corporation . 6.5 Chief Financial Officer. The President and CEO, with approval of the Board of Governors, shall appoint a Chief Financial Officer who shall have care and custody of all the funds of the Corporation, except such as are, under the regulations of the Board of Governors, retained in the custody of Chapters. The Chief Financial Officer shall keep the books of accounts open at all reasonable times for inspection of members, and shall propose the investment of funds of the Corporation in such manner as may serve the corporate interest . The Chief Financial Officer may establish depositories for funds of the Corporation and shall inform the Board of Governors of such actions taken. The Chief Financial Officer shall have power to endorse checks, drafts, or other instruments for the payment of money when necessary or proper, and to deposit the same to the credit of the Corporation . The Chief Financial Officer may sign all receipts and vouchers for payments made to the Corporation . The Chief Financial Officer =sha11-~endec an-aocouiit-o~'A-corjiorate=transactions f6-tTieBoaidofGovemors or-t the Finance Committee as often as the Board or such Committee shall require Reflecting Board Actions through_Octocr 15_, 2004 Page 14 Bylaws of the American National Red Cross ~eieeea : MeY Deleted : May 21 the same and shall enter in the books to be kept for that purpose full and adequate account of all moneys received and paid for the account of the Corporation. 6.6 Secretary. The President and CEO, with the approval of the Board of Governors, shall appoint a Secretary. The Secretary shall record and keep, or shall cause to be recorded and kept, minutes of all meetings of the Board of Governors and all committees appointed by the Board of Governors. The Secretary shall likewise have custody of the minutes and records of the National Conventions and all proceedings thereof. The Secretary shall attend to the giving of notice of all meetings of the Board of Governors and its committees. The Secretary shall have charge of the seal of the Corporation and shall attest to the seal of the Corporation upon all instruments to be executed under such seal . The Secretary shall in general perform all the duties of Secretary, subject to the control of the Board of Governors. 6.7 Assistant Secretaries . The President and CEO may also appoint one or more assistant secretaries, who shall, in the absence or disability, or at the request of the Secretary perform the duties of the Secretary and shall perform such other duties as may from time to time be delegated by the Board of Governors, the Executive Committee or the President and CEO. 6.8 Administrative Officers . The Board of Governors may establish such administrative offices, in addition to the offices provided for in this Section 6, as it shall determine, with such powers and responsibilities as may from time to time be determined by the Board of Governors. The President and CEO shall appoint the persons to fill the offices so established, and, in cases in which the Board of Governors shall so require, such appointments shall be subject to the approval of the Board of Governors. The President and CEO may establish such other offices as he or she shall from time to time determine. All officers whose offices have been established by the President and CEO and all employees of the Corporation shall be appointed by or under the direction of the President and CEO. The President and CEO shall determine the titles of all officers appointed pursuant to this Section 6.8 . 6.9 Term ofOffice. The officers of the Corporation elected or appointed pursuant to Sections 6.3 through 6.6 shall hold office for a term of one year or until their successors shall have been appointed or elected. Such term shall commence on July 1 and shall terminate on June 30 in each year . 6.10 Removal. The officers of the Corporation appointed with the approval of the Board of Governors shall be subject to removal by the appointing officer with the approval of the Board of Governors. All other officers and employees of the Corporation shall be subject to removal by the President and CEO. Section 7-Alational Conventions October 2004 Reflecting Board Actions through October 15, 2004 - Deleted: May Deleted : May 21 Page 15 Bylaws of the American National Red Cross 7.1 Time and Place. The annual meeting of The American National Red Cross shall be the National Convention of the delegates of the Chartered Units. The National Convention shall be held annually during the month of May or June, commencing on such date as shall be specified by the Board of Governors; provided, however, that if in any year the Board of Governors shall determine it to be impracticable or inadvisable to hold the National Convention during the month of May or June, the convention in such year may be held at such other time as the Board of Governors may specify. The National Convention shall be held in such city and at such place as the Board of Governors may in each case designate. 7.2 Purposes . Each National Convention shall elect those Governors who are to be elected by the Chartered Units as provided in Sections 2.5 and 2.8 . The National Convention shall also serve as the general advisory meeting of The American National Red Cross and as such shall consider and make recommendations to the Board of Governors with respect to such questions of policy as may be referred to it by the Board of Governors or as may be properly brought before it under its rules. The National Convention shall also receive the report of the Chairman of the Corporation each year. 7.3 Rules. The Board of Governors shall prescribe rules for the National Convention covering the procedures for nomination and election of the Board of Governors, for the establishment of committees, and for such other matters affecting the conduct and proceedings of the convention as the Board of Governors shall determine. With respect to all matters not covered by rules adopted by the Board of Governors, each National Convention shall adopt its own rules. 7.4 National Emergency. In the event that a national emergency shall in the opinion of the Board of Governors make impossible attendance at the National Convention by delegates of the Chartered Units in sufficient numbers to ensure the fulfillment of the purposes of the convention, the Board of Governors shall prescribe procedures, which shall be consistent with the principles of the Congressional Charter and of these Bylaws, under which the National Convention may be held during the period of such national emergency with such limited attendance as circumstances may permit . Such procedures may include the circulation of reports and other documents by mail and voting by proxy as provided in Section 7.7 . 7.5 Composition of Committee on Nominations; Nomination and Election Procedures . The Committee on Nominations shall consist of 19 members, 17 of whom shall be elected by the Chartered Units at the National Convention and two of whom shall be appointed by the Chairman of the Corporation from among the Governors who were elected by Chartered Units but who are ineligible for reelection. Elected members shall serve staggered two-year terms, with the exception of the Chairman who shall serve as Chairman in his or her third term . The appointed members may serve up to two years . The procedures for . :nominat7ori andelectiori-of Govecnois-to be elected-at tlie-National-Conveniioii---shall be such as to ensure equitable representation of all Chartered Units, having October 2004 Reflecting Board Actions through October 15, 2004 Page 16 Bylaws of the American National Red Cross - Deleted : May - - Deleted : May 21 regard to geographical considerations and to the size of the Chartered Units and of the populations served thereby. Without limiting the generality of the foregoing, such procedures shall (a) permit nominations by petition of such proportion of the Chartered Units as may be specified by the Board of Governors and (b) require that the names of all nominees for Governors to be elected by the Chartered Units shall be circulated to the Chartered Units as far in advance of the National Convention as practicable. 7.6 Allocation of Voting Delegation . Each Chartered Unit shall be entitled to such number of voting delegates as shall be determined in the manner specified in the rules prescribed by the Board of Governors under Section 73 of these Bylaws, which rules shall be such as to ensure equitable representation of all Chartered Units, having regard to geographical considerations, to the size of such Units and to the size of the populations served . At appropriate intervals, the Board of Governors shall review its rules, acting on the recommendation and advice of the Disaster and Chapter Services and the Biomedical Services Committees, and may make whatever modifications thereto it deems appropriate to ensure that all Chartered Units are equitably represented . 7.7 Voting by Proxy. Voting by proxy at the National Convention shall not be allowed; provided, however, that in the event of any national emergency that in the opinion of the Board of Governors makes attendance at the National Convention impossible, the Board of Governors may permit the election by proxy of those Governors to be elected by the Chartered Units at the National Convention . 8 .1 Membership in The American National Red Cross . Any person shall be a member of The American National Red Cross if he or she (a) makes a monetary contribution to The American National Red Cross or any of its units, (b) performs volunteer services for The American National Red Cross or any of its subdivisions or units, or (c) donates blood to The American National Red Cross . Membership shall continue for each year in which it is similarly renewed . Any person who performs volunteer services for or donates blood to The American National Red Cross shall be deemed to have given the equivalent, in money's worth, of a financial contribution, but the intent and effect of this sentence is solely to enable such persons to be eligible under the Congressional Charter for membership in The American National Red Cross and not to put a monetary value on such services or donation . - I October 2004 Reflecting Board Actions through_October 15 2004 - -- --- ~ - - -Page 17 Bylaws of the American National Red Cross --- Deleted: Mey ~ Deleted : May 21 8.2 Termination . Termination of membership by The American National Red Cross or by any Chartered Unit shall automatically terminate the membership rights of such person in the Corporation, subject to such individual's right of appeal to the Corporation through any procedures established by Chartered Units or as described in Section 9.S,of these Bylaws .__ ., .. -- {ueiecea: (b) 9 .1 Not Separate Legal Entities; No Compensation ; Employees Not on Governing Bodies . Chartered Units shall not be constituted as legal entities separate from the Corporation . Each member of the governing body of a Chartered Unit shall serve without compensation for services as such . No employee of the Corporation or any of its Units may serve on a governing body of a Chartered Unit . 9.2 Granting and Content of Charters. The charter of a Chartered Unit is the certificate of recognition issued by the Board of Governors of the Corporation together with a statement of the unit's territorial jurisdiction and, in the case of a unit the charter of which is for a limited purpose or purposes, a statement thereof. The Board of Governors may grant a charter to any group of thirty or more members of The American National Red Cross who have requested permission to establish a Chartered Unit pursuant to the rules, regulations, and policies of the Corporation . 9.3 Election Principles and Procedures . Each Chartered Unit shall, in the election of its governing body and in the election of delegates to the National Convention, adhere to democratic principles of election, including the following: (a) A member of The American National Red Cross shall be eligible to vote in elections for local boards and delegates to the National Convention held by a Chartered Unit if (i) the member resides in the jurisdiction of the Chartered Unit ; or (ii) the member has made a monetary contribution, performed volunteer service or donated blood to a Chartered Unit . (b) Appropriate and adequate steps shall be taken by each Chartered Unit so that the entire eligible membership is provided an opportunity to participate in the election of the members of the Unit's governing body and its delegates to the National Convention . (c) Any classification of members on the basis of financial or other type of contributions shall not affect the voting rights of members, each of whom shall be entitled to one vote . (d) Appropriate and adequate procedures shall be adopted to ensure that each Chartered Unit gives adequate notice of its meetings and the availability of ____ . . .. ~~~; May -information with respect thereto to ai( eligible_member_---------------------------------oeiecee : MeYZi I October 2004 Reflecting Board Actions through_Qqtober 1 5, 2004 Page 18 Bylaws of the American National Red Cross 9.4 Rotation . Any member of the governing body of a Chartered Unit who has served as such for six consecutive years shall be ineligible for reelection for a period of one year thereafter. The Board of Governors reserves the authority to grant exceptions to this rotation provision based upon the needs of the Corporation . 9.5 Inquiries and Hearings; Grievance Procedure Regarding Membership and Selection of Local Board and Convention Delegates. (a) The Disaster and Chapter Services and the Biomedical Services Committees shall have authority to conduct inquiries and/or hearings into such matters as may be committed to it by the Board of Governors or the Executive Committee . Upon conclusion of its work, the Disaster and Chapter Services or the Biomedical Services Committee shall report its findings and recommendations to the Board of Governors. The Board may thereupon take such action in respect thereto as it deems appropriate and warranted under the circumstances . (b) Any 25 members may submit to the Board of Governors a written petition claiming that the procedures of the Chartered Unit for the admission of members or for the selection of its governing body or its delegates to the National Convention are contrary to the principles expressed in the Congressional Charter and/or these Bylaws . The Board of Governors shall, upon receipt of any such petition, either itself investigate or cause the Disaster and Chapter Services or the Biomedical Services Committee to investigate the practices or procedures complained of and may thereupon require the elimination of any practice or procedure found to be in violation of such principles and/or take such other or further action as it may deem appropriate and warranted under the circumstances. 9.6 Imposition of Board-level Sanctions and Revocation of Charter; Irreparable Harm. (a) If the President and CEO, or his or her designee, has reason to believe that a Chartered Unit has violated or is violating any provision of the Unit's charter or Bylaws, the Congressional Charter, these Bylaws, Board of Governors Policies, or any provision of Corporate Regulations, the President and CEO, or his or her designee, may communicate the facts respecting such violation to the Executive Committee, together with a recommendation for appropriate Board of Governors-level action with respect thereto. The Executive Committee may commit the matter to the Disaster and Chapter Services or the Biomedical Services Committee to conduct investigatory hearings, deliberations and to report recommendations to the Board. In such case, the Disaster and Chapter Services or the Biomedical Services Committee shall conduct an inquiry and may at its discretion afford an opportunity for a hearing, either before itself as a committee of the whole, or before a designated subcommittee of itself, upon reasonable notice of the facts and allegations . The Committee or subcommittee shall have Deleted: May `-----------------------_ .----,_ _autFiorit---- =examine aII facts and-allegations --------- . ._ ; request-tlie presence o~'wTtnesses, ~ietea: Mey zi hear testimony, and inquire into any related matters. The Committee or t------------------ --October 2004 Reflecting Board Actions through nclobcr 15 2004 Page 19 Bylaws of the American National Red Cross subcommittee may require that all or part of the evidentiary material and argument be submitted in writing, and may conduct its hearing partially or exclusively on the written record . Upon conclusion of the investigatory hearing and deliberations, the Disaster and Chapter Services or the Biomedical Services Committee (having acted on findings and recommendations of the subcommittee, if one was convened) shat! report its findings and recommendations to the Board of Governors. (b) The Board of Governors reserves solely to itself the authority to impose the following sanctions, summarily or after such hearing as it may see fit, upon Units and their officers, management, employees, and volunteers : (i) Removal of a chairman and/or members of the board of a Chartered Unit (the Board of Governors delegates authority to the board of a Chartered Unit to remove officers or members of the Unit, in conformity with Corporate Regulations and the bylaws of the Chartered Unit). (ii) Requiring the board of a Chartered Unit to take any action, including amendment of the Unit's bylaws, or to refrain from taking any action . (iii) Removal or restriction of the voting privileges of a Chartered Unit at the Corporation's National Convention . (iv) Charter action (dechartering, rechartering, or changing the territorial jurisdiction of any Chartered Unit). (v) activities . To permanently suspend all or any part of the Unit's (vi) Take such other or further action as it may deem appropriate and warranted under the circumstances . (c) If in any case it shall appear to the President and CEO that irreparable or material harm to The American National Red Cross will result if practices constituting a violation are not immediately ceased, the President and CEO with the concurrence of the Chairman of the Corporation and Chairman of the Disaster and Chapter Services or the Biomedical Services Committee, as appropriate, shall have power to impose temporarily any Board-level sanctions deemed necessary and appropriate (including without limitation suspension of a Unit's charter) for a period of time not to exceed 90 days . For the purposes of this section, the meaning of "harm" includes, but is not limited to, harm to any member of the American public, to a unit of the Corporation, or to the Corporation itself. During the period of sanctions the President and CEO, or his or her designee, shall have full and direct supervision and control over the Unit and all its activities, and all ~, ~suihority o~`t~heUrilt's_staff aiid-governing body sliall-lie suspendedA~iriquiiy~or hearing shall be held by the Disaster and Chapter Services or the Biomedical October 2004 Reflecting Board Actions through ()ctob_er 15 2004 Page 20 Bylaws of the American National Red Cross -- Deleted : May Deleted : May 21 Services Committee or a subcommittee during the period of sanctions . Should a regularly scheduled meeting of the Board of Governors not take place prior to the expiration of the 90 day period, the Executive Committee shall have the authority to extend the temporary suspension . The Board shall take final action at its next regularly scheduled meeting. 9.7 Delegation ojAuthority to the President and CEO Regarding Chartered Units The Board of Governors delegates to the President and CEO, or his or her designee, all such authority as is necessary and appropriate to manage and protect the interests of the Corporation, consistent with Board of Governors policies and resolutions. In addition, the Board of Governors delegates to the President and CEO, or his or her designee, the specific authority to intervene in the affairs of Chartered Units, and (a) To suspend temporarily, upon the concurrence of (a) the Chairman of the Corporation or in the Chairman's absence any one of its vice chairmen, and (b) the Chairman of the Biomedical Services or the Chairman of the Disaster and Chapter Services Committee, as appropriate, the operations of a Chartered Unit. (b) To alter temporarily the character of the operations of a Chartered Unit, including the assumption of specific functions performed by the Unit or through management supervision . (c) To approve the hiring, compensation, performance evaluation, and retention of a Chapter Executive which includes the authority to place on leave and/or terminate the employment of a Chapter Executive. (d) To place on leave or terminate the employment of a Vice President of a Blood Services Area or Chief Executive Officer of a Blood Services Region. (e) To take other actions except those exclusively reserved to the Board of Governors to conduct the operations of a Chartered Unit necessary to protect the interests of the American Red Cross. October 2004 9 .8 Realignment of Territorial Jurisdictions . The Board of Governors may transfer, in whole or in part, merge, consolidate, or otherwise realign the territorial jurisdiction and authority of a Chartered Unit. 9 .9 Funds. All funds and property received by or coming into the custody of any Chartered Unit or other subdivision of the Corporation are property of the Cdr~otSt1011 tObe expended Of 5~~~1Cd Ollly F(--r purposes autfiorizedby the- Reflecting Board Actions through October 15, 2004 Page 21 Bylaws of the American National Red Cross Deleted : May ~ Deleted : May 21 Congressional Charter, these Bylaws, Board of Governors Policies, and Corporate Regulations . 9.10 Accounts. The accounts of each Chartered Unit shall be audited in a manner consistent with annual audit requirements issued from time to time by the Audit Committee of the Board of Governors or the President and CEO or his or her designee . 9.11 Fiscal Year. The fiscal year of the Corporation and each of its Chartered Units shall commence on the first day of July and shall end on the 30th day of June in each year . 10 .1 Authority to Receive. The Corporation may receive gifts, bequests, devises, legacies, and donations for such purposes as are within the general scope of its corporate purposes and powers. 10 .2 Endowment Fund. Whenever a gift is designated by the donor to be permanently retained, the gift shall be received and held in the Endowment Fund . 10 .3 General Fund. Except as provided in Section 10 .2, there shall be received and held in the general fund of the Corporation all sums received from any source, including (a) Monetary contributions, gifts, and donations (except the portion thereof authorized by Board of Governors Policies, and/or Corporate Regulations to be retained by the Chartered Units) . (b) Receipts derived from the Endowment Fund unless a contrary use is designated. (c) All other income, receipts, and revenues of the Corporation . 10 .4 10 .5 October 2004 Deposit and Investment . Except as provided in Section 300109 of the Congressional Charter, the funds of the Corporation shall be deposited in such banks or other financial institutions as may be designated by the Board of Governors, and such of these funds as may not be required for current needs shall be invested in such manner as the Board of Governors may direct . The Board of Governors shall prescribe suitable regulations for the safekeeping of such securities . Audit In addition to the audit provided for by Section 300110 of the Congressional Charter, the accounts- of the Corporation shall be audited _annually, , _ . . . . Deleted: May ----- --_ by_a recognized firm of independent certified public_accountants._ oeieted: M8Y zi Reflecting Board Actions through Qctol~er .15_, 2004 Page 22 Bylaws of the American National Red Cross 11 .1 Indemnification. Provided that the provisions of this section and Section 11 .2 are satisfied, as determined by the Corporation, The American National Red Cross shall indemnify any person named or threatened to be named a party to a court proceeding or lawsuit, whether civil or criminal, by reason of the fact that such person is or was: (a) a member of the governing body of (i) the Corporation, (ii) any Chartered Unit, (iii) the American Red Cross Endowment Fund, (iv) the American Red Cross Retirement System, or (v) the American Red Cross Health and Life Benefits Plan ; or (b) an officer, employee, or agent (including a volunteer) of any of the foregoing acting under its direct supervision and control and within the scope and course of such person's duties as such . Any person covered under this section shall be indemnified in full against all costs and expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person, in connection with the defense of such proceeding or lawsuit. 11 .2 Conditions and Limitations . (a) Any person seeking indemnification shall (i) notify the General Counsel of The American National Red Cross in writing as soon as practicable after such person becomes aware that a claim has been made against him/her, but in any event fewer than 20 days after the date such person has been served in a lawsuit, and promptly furnish to the General Counsel all information known to such person about the proceeding or lawsuit; (ii) agree to representation, defense, and settlement by counsel selected and approved by the General Counsel; and (iii) agree that all entitlement to indemnification shall be determined exclusively by the provisions of this section. (b) Indemnification under this section shall be made only upon determination that the person seeking it, in respect to the facts underlying the proceeding or lawsuit, acted in good faith and in a manner such person reasonably believed to be in the best interests of The American National Red Cross; that in respect to any alleged criminal conduct, such person had no reasonable cause to believe his/her conduct was unlawful ; and that such person did not act with malice, dishonesty, or recklessness . (c) As soon as practicable after receipt of such notice, the General ~___,__,___ ._____ .____ ____________, _ -Counsel shall make_a determination as to the provision of indemnification to the . . . . .. ,_ _person -in- -question .. - - -- - - - - ----I October 2004 Reflecting Board Actions through Uctob_c_r 15_, 2004 Page 23 Bylaws of the American National Red Cross Deleted : May 21 (d) If it is subsequently determined that a person is not entitled to indemnification pursuant to paragraph 11 .2(b), and if any expenses have been paid on behalf of such person, he or she shall repay to the Corporation any advances already made. (e) In the event that indemnification is denied, the individual so denied indemnification may appeal such determination, within 30 days, to the Executive Committee. A majority vote of the Executive Committee shall be required to obtain the indemnification so denied . 11 .3 Outside Directorships. In addition to the indemnification provided above, indemnification to any volunteer or employee who serves as an outside director or officer of any other organization or corporation for services in that organization or corporation shall be provided only upon a finding by the President or his or her designee that the outside position serves an essential purpose of The American National Red Cross. Any offer of indemnification shall be in accordance with the conditions and limitations of this section. 12 .1 Dissolution . All the assets and net earnings of the Corporation are irrevocably dedicated to charitable purposes and no interest therein shall ever inure to the benefit of any director, officer, member, or private person or entity. In the event of dissolution the corporate assets shall be transferred for charitable purposes to such entity as may be designated by the Congress of the United States. 13 .1 Amendments. These Bylaws may be amended, repealed, or changed by the affirmative votes at any regular or special meeting of the Board of Governors of a majority of the Governors present at any such meeting, provided that notice containing the general effect and intent of the proposed amendments has been given to all Governors at least ten days prior to such meeting. 14.1 Board of Governors Policy Manual. The Board of Governors may adopt written policies of the Corporation not inconsistent with the Congressional Charter or these Bylaws. The policies shall be set forth in the Board of Governors Policy Manual and the official version shall be kept in the custody of the Secretary. ~_ .____________________ 14 .2 __ ... . . . CorporateRegulations . The President and_CEO,_or his- or her designee, may___ . . . .. . . promulgate subordinate written ~nrporate Regulations not inconsistent with the _ . October 2004 Reflecting Board Actions through OclgUcr 15, 2004 Page 24 Bylaws ofthe American National Red Cross Deleted: May { Deleted: May 21 Congressional Charter, these Bylaws, the Board ofGovernors Policy Manual, or any other action of the Board of Governors. - ---------------------------- -- cc nff zooa Reflecting Board Actions through October 15, 2004 ------------------ -------------------------------------------------------------, . --- - - ' - --- - ----- - -- Page 25 Bylaws ofthe American National Red Cross Deleted : May -L~eletCd : May 21 American National Red Cross and Its Constituent Chapters and Branches IRS Form 990 June 30, 2004 53-0196605 Statement 12 PART VIII - Relationship of Activities to the Accomplishment of Exempt Purposes Description of Services Provided 93(a) Distribution of previously collected and tested blood products to hospitals and other institutions contributed significantly to the safety and availability of the U.S . blood supply in emergency situations . 93(b) Program materials and textbooks related to first aid, health, and accident prevention and other safety subjects are provided as courses or separately, to help people prevent, prepare for and handle emergencies. 93(c) AIDS education and research and related disaster and health services programs . 93(g) FEMA reimbursements, AIDS education and research, and related disaster health services programs . 103(a) Refunds, discounts, salvage sales, service fees, royalties, credits, and rebates . Statement 12 Schedule A - Pert I Compensation of the Five Highest Peed Employees Other Than Officers, Directors, and Trustees American National Red Cross and Its Constituent Chapters and Branches June 30,2004 53-OI96605 Statement 13 Schedule A - Pert I (A) Name end address John D Campbell 2025 E Street, N W , Washington, DC 20006 (B) Title and average hours per week devoted to position SVP, Disaster & Chapter Services Finance 60 hours per week For the period 7/1/03 - 1/30/04 Severance (C) Compensation (ifnot peed, enter -0-) (D) Contributions to employee benefit plans & deferred compensation (E) Expense account end other allowances 227,446 20,874 5,835 99,009 44,004 - Donald Dudley Jr 2025 E Street, N W , Washington, DC 20006 SVP, External Afflurs, Biomedical Services 60 hours per weed 535,477 relocation costs included m Column E 280,020 21,613 43,127 Thomas Schwemngar SVP & CIO, Information Systems 312,026 13,363 544 John Seitz SVP, Growth & Integrated Development 300,014 19,318 - 2023 E Sweet, N W, Washington, DC 20006 60 hours per week Allan Ross VP, Technical Operations 292,668 16,289 - 2025 E Street, N W, Washington, DC 20006 60 hours per week 2025 E Street, N W, Washington, DC 20006 60 hours per week Attachment "A" IRS Form 990 June 30, 2004 53-0196605 THE AMERICAN RED CROSS Consolidated Financial Statements June 30, 2004 (With Independent Auditors' Report Thereon) I KPMG LLP 2001 M Street, NW Washington, DC 20036 Independent Auditors' Report The Board of Governors The American Red Cross: We have audited the accompanying consolidated statement of financial position of the American Red Cross as of June 30, 2004, and the related consolidated statements of activities, functional expenses, and cash flows for the year then ended. These consolidated financial statements are the responsibility of management of the American Red Cross. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We did not audit the financial statements of certain chapters, which statements reflect total assets constituting 26 percent and total revenues and gains constituting 16 percent, respectively, of the consolidated totals . Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to amounts included for such chapters, is based solely on the reports of the other auditors . The prior year summarized comparative information has been derived from the American Red Cross' 2003 consolidated financial statements and, in our report dated October 3, 2003, we expressed an unqualified opinion on those consolidated financial statements . We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation . We believe that our audit provides a reasonable basis for our opinion. In our opinion, based on our audit and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the American Red Cross as of June 30, 2004, and the changes in its net assets and its cash flows for the year ended in conformity with accounting principles generally accepted in the United States of America. K''M(Z' u.-P October 1, 2004 KPMG LLP, a U S limited liability partnership, is the U S member firm of KPMG International, a Swiss cooperative THE AMERICAN RED CROSS Consolidated Statement of Financial Position June 30, 2004 (with summarized information as of June 30, 2003) (In thousands) Assets Current easels Cash and cash equivalents Investments (Notes 8,9 . end 14) ReceivaDles, net of allowance for doubtful accounts of $8,748 in 2004 and $17,022 in 2003 Trade Contributions (Note 2) Inventories, net of allowance for obsolescence of $2,296 m 2004 and $6,925 in 2003 Other assets Temporarily Restricted Unrestricted $ 148,802 282,789 T 204,535 18,469 Permanently Restricted S 867 6,615 Totals 2004 $ 354,204 307,873 $ 2003 446,892 289,360 217,336 13,202 16,941 91,674 441 234,277 105,317 239,218 113,229 166,396 10,135 2,958 4,892 157 169,354 15,184 170,921 15,402 838,660 339.469 8,080 1,186,209 1,275,022 Investments (Notes 8, 9, and 14) Contributions receivable (Note 2) Pension intangible asset (Note 11) Land, buildings, and other property, set (Node 3) Other soars (Note 9) 676,151 5,822 1 .001,920 10,060 52,286 18,863 2,182 373,110 995 46,870 1,101,547 25,680 1,001,920 59,112 1,026,460 27,432 13,632 930,110 58,533 Total easels 2,532,613 412, 800 429 ,055 3,374 468 3, 333 , 189 Total current assets Liabilities and Net Assets Current liabilities Accounts payable end accrued expenses Current portion of debt end capital lease (Notes 4 and 5) Postretaement benefits (Note 11) Other current liabilities (Note 9) 365,254 87,308 27,396 28,485 - - 365,254 87,308 27,396 28,485 371,793 75505 12,828 33,630 Total current liabilities 508,443 - - 508,443 493,756 Debt and capital leases (Notes 4 end 5) Pension end postretuement benefits (Note 11) Other liabilities (Note 9) 356,012 212,369 96,663 - - 356,012 212,369 96,663 344,912 237,741 89,964 Total liabilities 1,173,487 - - 1,!73,487 1 .166,373 Net assets (Notes 6, 7 and 10) 1,359,126 2,200,981 2,166,816 412 .800 429,055 Commitments end contingencies (Notes 4, 5, 13 end 14) Total liabilities and net assets See accompanying notes W the consolidated financial statements $ 2,532,613 $ 412,800 $ 429.055 S 3,374,468 S 3,333,189 THE AMERICAN RED CROSS Consolidated Statement of Activities Year ended June 30, 2004 (with summarized information for the year ended June 30, 2003) (In thousands) Unrestricted Operating revenues and gams Public Support. 169,046 59,556 61,636 21,071 21,060 Corpaare, Foundation and Individual Giving United Way and other federated L.egacies and bequests (Notes 7 and 9) Services and materials Grants Products end services Biomedical Program materials Temporarily Restricted $ 2,119,298 144,538 Contracts Investment income (Note 8) Other revenues Net assets released from restrictions 105,959 104,279 7,816 41,414 52,813 Permanently Restricted $ 522 24,113 - Touts 2004 $ 275.005 163,835 93,565 62,485 73.873 $ 2003 285,881 176,493 93 .781 61,071 75,191 - 2,119,298 145.060 2,016,768 148,692 46,826 61,190 49,204 372,071 1,155 (372,071) Total operating revenues and gams 3,125,496 (58,113) 24,113 3,091,496 3,033,775 Operating expenses Program services Armed Forces Emergency Services Domestic disaster services Lebatydisaster relief -Sept I1 response Biomedical services (Note 13) Health and safety services Community services International relief and development services 60,896 261,651 52,101 2,133,382 216,265 135,498 54,963 - - - - 60,896 261,651 52,101 2,133,382 216.265 135,498 54,963 67.743 317,852 209,117 2,033,915 221,619 153,180 67,201 2,914,756 3.070,627 111,178 173,518 122,946 176.080 284,696 299.026 3,199,452 3 .369,653 Total program services Fund raising (Note 12) Management and general 111,178 173,518 Total supporting services - - 284,696 Total operating expenses 3,199,452 Change mnetassets from operations (73,956) Nonoperaung gains (losses) (Notes 4 end 8) Additional mioimumpension liability (Notell) 86,042 54,103 Change m net assets 66,189 Net assets, beginning of year See accompanying notes to the consolidated financial statements 46,826 62,345 49.2(?4 2,914,756 Supporting services Net assets, end of year - $ 1,359,126 - - (58,113) 24,113 (107,956) (335,878) 1,336 - 88.018 54,103 (18 .475) (54 .103) 25,449 34,165 (408 .456) 403 .606 2,166,816 640 (57,473) 1,292,937 470.273 $ 59,970 69,485 46,443 412,800 S 429,055 $ 2,200,981 2,575,272 $ 2,166,816 TIC AMERICAN RED CROSS Statement of Functional Expenses Year ended June 30, 2004 (With summariz ed information for the year ended June 30, 2003) (In thousands) Program Services Armed Forces Emvgency Services Salanesandwages Employee benefits $ Subtotal Travel and maintenance Equipment maintenance and rectal Supplies cad matenals Contractual sauces Financial and material assistance Depreciation and amortization Total expenses S 33,987 8,990 Domestic Disaster Services $ 7580 20,051 Liberty Disaster Relief -Sept 1l Response $ 8,856 1,33 Health and Safety Services Biomedical Services S 835.690 229,125 $ 100,134 25,247 Int'l Relief & Development Services Community Services $ 55,743 14,651 $ 12,736 3.519 Total Program Services S 1,122,726 303,316 42,977 95,631 10S89 1,064.815 125 .381 70,394 16,255 1,426 .042 1,133 1,030 2,572 8,866 2,568 1,750 15,552 9,626 13,463 47,089 69,483 10,807 288 182 165 8,310 32,567 32,619 58,608 455,247 465 .893 3,168 53 .032 3,834 4,534 39,581 32,514 2,890 7,531 3,210 5 .293 17,657 20,220 13,516 5,208 2,360 1,234 806 10,681 23,081 546 58,996 80.507 529,491 593 .573 147,273 78,874 60,896 S 261,651 $ 52,101 S 2,133,382 $ 216.265 $ 135,498 Supporting Services Management and General M1,13d Raising Saltines and wages Employee benefits $ 44,530 11,610 3 86,617 23,598 Total Supporting Services $ 131,147 35.208 Total Expenses 2004 2003 $ 1,253,873 338524 $ 1,234,120 295,062 Subtotal 56,140 110,215 166,355 1,592,397 1,529,182 Travel and maintenance Equipment maintenance and rental Supplies and materials Contractual services Financial and material assistance Depreciation and ammnzadon 2,420 1,442 13,482 34,083 1,014 2597 4,591 5,065 5,559 32,920 1,403 13,765 7,011 6,507 19,041 67,003 2,417 16,362 66,007 87,014 548,532 660,576 149,690 95,236 86,433 91,148 565,608 630,354 378,434 88,494 Total expenses See accompanying notes to the consolidated finance! statements . $ 111,178 $ 173,518 S 284,696 $ 3,199,452 S 3,369,653 S 54,963 S 2,914,756 THE AMERICAN RED CROSS Consolidated Statement of Cash Flows Year ended June 30, 2004 (with comparative information for the year ended June 30, 2003) (In thousands) Cash flows from operating activitiesChange m net assets Adjustments to reconcile change in net assets to net cash used m operating activities. Depreciation and amortization Provision for doubtful accounts receivable Provision for obsolete inventory Net gam on sales of property Net investment and derivative (gains) losses Additional minimum pennon liability Permanently restricted contributions Changes m operating assets and liabilities: Decrease m recervables Decrease m inventories Decrease in other assets Decrease (increase) m pension intangible asset (Decrease) increase m accounts payable and accrued expenses Increase in other liabilities Increase in pension and postreurement benefits 2004 S 34,165 2003 S (408,45 95,236 7,524 690 (11,765) (94,500) (54,103) (?A,113) 88,494 13,934 6,775 (823) 10,806 54,103 (24,272) 7,080 877 (362) 15,632 (6,538) 3,765 43,299 79,761 25,958 698 (15,632) 75,131 4,897 57,500 16,887 (31,12 Cash flows tom investing activities Purchases of property Proceeds from sale of property Purchases o[investments Proceeds from sales of investments (170,185) 16,433 (1x31,372) 243,783 (197,785) 5,655 (185,503) 201,081 Net cash used m investing activities (151,341) (176,552) Cash flows from financing activities. Permanently restricted contributions Proceeds from borrowings Repayments of debt 20,392 80,498 (59,124) 23,637 43.379 (22,419) Net cash provided by financing activities 41,766 44,597 Net decrease in cash and cash equivalents (92,688) (163,081) Cash and cash equivalents, beginning of year 446,892 609,973 Net cash used m operating activities Cash and cash equivalents, end of year Supplemental disclosures of cash flow information . Cash paid during the year for interest Noncash investing and financing transacuons~ Acqmsinon of equipment under capital lease agreements Donated stack and beneficial interest in perpetual oust See accompanying notes to the consolidated financial statements . $ 354,204 $ 446,892 15,534 $ 18,132 1,529 6,391 2,110 1,485 THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30> 2004 (With summarized information for the year ended June 30, 2003) (1) Summary of Significant Accounting Policies Organization and Basis of Presentation : The American Red Cross (the Organization) was established by an Act of the United States Congress on January 5, 1905 for the primary purposes of furnishing volunteer aid to the sick and wounded of the Armed Forces in time of war and to carry on a system of national and international relief in time of peace to mitigate the suffering caused by fire, famine, floods and other great natural calamities . The mission of the Organization has expanded since that time to help people prevent, prepare for, and respond to emergencies. The accompanying consolidated financial statements present the consolidated financial position and changes in net assets and cash flows of the Organization . The Organization has national and international programs that are conducted by its headquarters (National Sector) operations, biomedical services operations, and chartered local chapters . Also included in the consolidated financial statements are Special Project Funds invested for the benefit of all Red Cross operating units, and the net assets and operations of Boardman Indemnity Ltd., a 100 percent-owned captive insurance subsidiary. All significant infra-organizational accounts and transactions have been eliminated . Program activities include armed forces emergency services, health and safety services, disaster services, community services, international services, biomedical services and the Organization's response to September 11 . Biomedical services includes activities associated with the collection, processing, testing, and distribution of whole blood and components, tissue, and plasma derivative products at 35 local blood services region operations, nine national testing laboratories, a biomedical research facility, and related national support functions. Revenues, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, the net assets of the Organization and changes therein are classified and reported as follows: Unrestricted net assets - Net assets that are not subject to any donor-imposed stipulations . Temporarily restricted net assets - Net assets subject to donor-imposed restrictions on their use that may be met either by actions of the Organization or the passage of time. Permanently restricted net assets - Net assets subject to donor-imposed or other legal restrictions requiring that the principal be maintained permanently by the Organization . Generally, the donors permit the Organization to use all or part of the income earned for either general or donor-specified purposes. The consolidated financial statements are presented with certain prior year summarized comparative information . Such information does not include sufficient detail to constitute a presentation in conformity with generally accepted accounting principles . Accordingly, such information should be read in conjunction with the Organization's consolidated financial statements for the year ended June 30, 2003, from which the summarized information was derived. 6 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements . Estimates and assumptions may also affect disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses . Actual results could differ from management's estimates . The Organization considers all highly liquid investments purchased with an Cash Equivalents: average maturity of three months or less to be cash equivalents . Cash equivalents consisted of money market mutual funds and overnight investments of approximately $237 million and $289 million as of June 30, 2004 and 2003, respectively . Investments: Investments are reported at fair value. The separately managed Endowment Fund accumulates realized gains and losses on security transactions which are available to meet current expenses to the extent approved by the Board of Governors. Amounts annually available for expenditure are based on the Board of Governors' approved spending rate used under the total-return method (Note 7) . Investment income classified as operating revenue consists of interest and dividend income on investments and any gains approved for use in operations . All other realized and unrealized gains or losses are classified as nonoperating activity and are available to support operations in future years and to offset potential market declines . The Organization also invests certain operating funds in the Select Investment Program (Program), a family of commingled funds managed exclusively for the American Red Cross. The Organization participates in the Program by purchasing units in various funds at the current market value. Investments classified as current are available for operations in the next fiscal year. Derivative Financial Instruments: The Organization makes limited use of derivative financial instruments for the purpose of managing interest rate risk. Derivative financial instruments are recorded at their fair value. Fair Values of Financial Instruments: Various methods and assumptions were used to estimate the fair value of each class of financial instruments . Cash and cash equivalents are valued at their carrying amount due to their short maturities . Investments are reported at fair value based on quoted market prices or, in the case of alternative investments, at values provided by the fund managers or general partners based on quoted market prices, if available, or other valuation methods. Debt is valued at rates currently available to the Organization for issuances with similar terms and remaining maturities . Interest rate swap agreements are valued at the net present value of future cash flows attributable to the difference between the contractual variable and fixed rates in those agreements . 7 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) The estimated fair values of the Organization's financial instruments were as follows at June 30, 2004 and 2003 (in thousands): Carrying Amount Assets: Cash and cash equivalents Investments : Current Noncurrent Liabilities: Current debt Noncurrent debt Interest rate swap agreements 354,204 2004 $ Fair Value 354,204 Carrying Amount $ 2003 446,892 $ Fair Value 446,892 307,873 1,101,547 307,873 1,101,547 289,360 1,026,460 289,360 1,026,460 87,308 356,012 3,620 87,308 364,963 3,620 75,505 344,912 7,336 75,505 363,375 7,336 The carrying value of all other financial instruments approximates fair value. Inventories: Inventories of supplies purchased for use in program and supporting services are carried at the lower of first-in, first-out cost or market . Plasma derivatives, whole blood and its components and tissue products are valued at the lower of average cost or market . Land, Buildings, and Other Property : Purchases of land, buildings, and other property having a unit cost per established guidelines and a useful life of three or more years are capitalized at cost . Donated assets are capitalized at the estimated fair value at date of receipt. Interest expense incurred during a period of construction, less related interest income earned on proceeds of tax-exempt borrowings, is capitalized . Property under capital leases is amortized over the lease term . Application development costs incurred to develop internal-use software are capitalized and amortized over the expected useful life of the software application. Activities that are considered application development include design of software configuration and interfaces, coding, installation to hardware, and testing . All other expenses incurred to develop internal-use software are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Class of property Buildings Building improvements Equipment and software Useful life in years 45 10 3-15 Property and Casualty Insurance : The Organization maintains various insurance policies under which it assumes a portion of each insured loss. Assumed losses are retained by the Organization (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) through its wholly owned insurance subsidiary, Boardman Indemnity Ltd . (Boardman) . The Organization also purchases insurance to supplement the coverage by Boardman . The liabilities for outstanding losses and incurred but not reported claims have been determined based on actuarial studies and are reflected as other liabilities in the accompanying consolidated statement of financial position, and were approximately $74 million and $68 million at June 30, 2004 and 2003, respectively . Revenue Recognition: Contributions, which include unconditional promises to give (pledges), are recognized as revenues in the period received or promised . Conditional contributions are recorded when the conditions have been met. Contributions are considered to be unrestricted unless specifically restricted by the donor. The Organization reports contributions in the temporarily or permanently restricted net asset class if they are received with donor stipulations as to their use. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are released and reclassified to unrestricted net assets in the consolidated statement of activities . Donor-restricted contributions are initially reported in the temporarily restricted net asset class, even if it is anticipated such restrictions will be met in the current reporting period . Products and services revenue, which arises principally from sales of whole blood and components and plasma derivative products and health and safety course fees, is generally recognized upon delivery of the product or services to the customer . Gains and losses on investments and other assets and liabilities are reported as increases or decreases in unrestricted net assets unless their use is restricted by explicit donor stipulation or by law. Contributed Services and Materials: Contributed services are reported at fair value in the financial statements for voluntary donations of services when those services (1) create or enhance non-financial assets or (2) require specialized skills provided by individuals possessing those skills and are services which would be typically purchased if not provided by donation . The Organization recorded contributed services revenue, for the years ended June 30, 2004 and 2003, of approximately $19 million and $11 million, respectively, mostly in support of the disaster services program. Donated materials are recorded at their fair value at the date of the gift. The Organization does not imply time restrictions for gifts of long-lived assets. As a result, in the absence of donor-imposed restrictions, gifts of long-lived assets are reported as unrestricted revenue . Research and Development Costs: Since 1956, the American Red Cross has engaged in blood research to further enhance the safety of the blood supply . Research efforts have been directed toward enhancing patient care by improving knowledge of blood and blood products, investigating the nature of the transmission and treatment of bloodbome diseases, developing safer blood collection, testing, and processing instruments and procedures, and introducing new or improved programs and services . For the years ended June 30, 2004 and 2003, approximately $35 million and $40 million, respectively, was expended on research and development efforts by Biomedical Services . 9 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) Income Taxes: The American Red Cross is a not-for-profit organization incorporated by the U.S . Congress through the issuance of a federal charter. The Organization is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code, except on net income derived from unrelated business activities . The Organization recorded a tax liability of $93,719 for the year ended June 30, 2003 for unrelated business activity, which was paid in fiscal year 2004 . Reclassifications : (2) Certain 2003 balances have been reclassified to conform to the 2004 presentation. Contributions Receivable The Organization anticipates collection of outstanding contributions receivable as follows at June 30, 2004 and 2003 (in thousands) : 2004 Amount receivable within one year Amount receivable in 1 to 5 years $ Total contributions receivable before allowance for uncollecdble amounts Less allowance for uncollectible amounts Contributions receivable, net Less current portion Contributions receivable, net, noncurrent $ 107,080 25,680 2003 $ 114,621 27,432 132,760 142,053 (1,763) (1,392) 130,997 140,661 (105,317) (113,229) 25,680 $ 27,432 Amounts presented above have been discounted to present value using rates averaging approximately 2 percent. The American Red Cross had commitments from donors for conditional contributions approximating $1 million and $6 million at June 30, 2004 and 2003 respectively. These pledges will be accrued in future periods as the conditions are met. 10 (Continued) TAE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) (3) Land, Buildings, and Other Property The cost and accumulated depreciation of land, buildings, and other property were as follows at June 30, 2004 and 2003 (in thousands): 2004 Land Buildings and improvements Equipment and software Buildings and equipment under capital lease $ 76,510 917,416 692,462 23,543 Total cost of assets placed in service Less accumulated depreciation and amortization Construction-in-progress Land, buildings, and other property, net (4) 2003 $ $ 72,283 859,246 635,110 35,834 1,709,931 1,602,473 (792,380) 84,369 (731,637) 59,274 1,001,920 $ 930,110 Debt Debt consists of the following at June 30, 2004 and 2003 (in thousands) : 2004 Lines of credit with various banks, due 2005 through 2006, bearing interest at various rates averaging 1 .5% in 2004 and 1 .9% in 2003 $ Various notes, mortgages and bonds payable, bearing interest at rates ranging from 0.8% to 7.8% due 2005 through 2030, repayment terms generally require monthly payments of interest and annual principal reductions, and are generally backed only by the full faith and credit of the American Red Cross Total bonds and notes payable Obligations under capital leases (Note 5) Total debt Less current portion Debt, noncurrent portion $ 2003 80,000 $ 20,000 355,288 390,209 435,288 410,209 8,032 10,208 443,320 420,417 (87,308) (75,505) 356,012 $ 344,912 Certain bonds are subject to redemption prior to maturity at the option of the Organization. Additionally, registered owners of these bonds may demand repurchase of the bonds by the bond agent or the depository for an amount equal to the principal price plus accrued interest. Letters of credit or 11 (Continued) TAE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) standby credit facilities have been established with multiple banks in the aggregate amount of $225 million and $228 million as of June 30, 2004 and 2003 respectively, to provide liquidity in the event other funding is not available to repurchase these bonds. The depository and bond agent have the authority to use standby credit facilities for the repurchase of certain bonds . The standby credit facilities had not been used as of June 30, 2004 and 2003 . Scheduled maturities and sinking fund requirements of the debt and credit agreements as of June 30, 2004 are as follows (in thousands): Years ending June 30 : 2005 2006 2007 2008 2009 Thereafter $ 87,308 38,367 18,917 18,788 19,134 260,806 Total $ 443,320 Interest expense was approximately $16 million and $17 million for the years ended June 30, 2004 and 2003, respectively, which is included in contractual services on the statement of functional expenses . Bank Lines of Credit : The Organization maintained numerous committed and uncommitted lines of credit with various banks for its working capital requirements . As of June 30, 2004 and 2003, $80 million and $20 million, respectively, had been borrowed under lines of credit to support operations . Interest Rate Swap Agreements: Interest rate swap agreements are used by the Organization to mitigate the risk of changes in interest rates associated with variable interest rate indebtedness . Under such arrangements, a portion of variable rate indebtedness is converted to fixed rates based on a notional principal amount . At June 30, 2004, the aggregate notional principal amount under the interest rate swap agreements, which mature at various dates through 2008, totaled $67 million. At June 30, 2004, the estimated fair value of the interest rate swap agreements was a liability of approximately $4 million. The Organization applies the provisions of FASB Statement No . 133, Accounting for Derivative Instruments and Hedging Activities . This standard requires certain derivative financial instruments to be recorded at fair value. The interest rate swap agreements described above are derivative instruments that are required to be recorded at fair value. The change in fair value on these interest rate swap agreements for the year ended June 30, 2004 was a gain of approximately $4 million and is included as a nonoperating gain in the consolidated statement of activities . Letters of Credit : The Organization had unused letters of credit outstanding of approximately $151 million at June 30, 2004. 12 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) (5) Leases The Organization leases certain buildings and equipment for use in its operations . The following summarizes minimum future rental payments under capital and noncancelable operating leases for the fiscal years ending June 30 (in thousands) : Operating 2005 2006 2007 2008 2009 Thereafter Total minimum lease payments Capital $ 34,254 24,839 18,734 12,138 9,252 14,118 3,237 2,022 1,405 795 651 1,010 $ 113,335 9,120 Less amounts representing interest (1,088) Present value of net minimum lease payments (Note 4) $ 8,032 Total rent expense was approximately $65 million and $69 million for the years ended June 30, 2004 and 2003, respectively, which is included in contractual services on the statement of functional expenses . 13 (Continued) TAE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) (6) Net Assets Unrestricted net assets consisted of the following at June 30, 2004 and 2003 (m thousands) : Designated by the Board of Governors for: Disaster relief (Note 10) Biomedical services Endowment inflation adjustment reserve (Note 7) Endowment distribution reserve (Note 7) Funds functioning as endowment Contingencies Retiree health benefits Special projects fund Replacement and improvement of buildings and equipment Other purposes Undesignated Total unrestricted net assets 2004 2003 709 382,730 85,900 45,800 147,596 77,657 105,226 77,182 115,212 43,045 278,069 119 374,730 80,700 56,100 157,822 57,224 96,810 73,912 125,456 60,594 209,470 1,359,126 $ 1,292,937 In October 1988, the Board of Governors approved the establishment of two designated funds to provide future long-term benefits as described below: Special Projects Fund - The Special Projects Fund is controlled by the Board of Governors, to be used for the humanitarian work of the Organization. As stipulated by the Board, approximately $77 million and $74 million at June 30, 2004 and 2003 respectively, functioned in a manner similar to an endowment whereby the principal amount generates income which is available for expenditures, subject to action by the Board of Governors. The Board approved approximately $7 million and $8 million of expenditures from this fund in fiscal years 2004 and 2003, respectively . Retiree Health Benefits Fund - The Retiree Health Benefits Fund was established by the Board of Governors to fund a portion of premiums for retirees participating in the American Red Cross health benefits plan on a scale determined by years of service with the Organization . A total of approximately $4 million was expended in each of the fiscal years 2004 and 2003, in the form of health care premium subsidies. At June 30, 2004 and 2003, $105 million and $97 million, respectively, remained designated by the Board of Governors to support future retiree medical costs. 14 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) Temporarily restricted net assets are available for the following purposes or periods at June 30, 2004 and 2003 (in thousands): 2004 2003 Disaster services Liberty disaster relief - Sept 11 response Biomedical services 35,367 169,466 8,328 3,824 29,953 10,031 28,014 24,379 103,438 Health and safety services International services Community services Buildings and equipment Other specific purposes For periods after June 30, 2004 and 2003, respectively 412,800 Total temporarily restricted net assets 27,730 219,272 8,610 3,430 44,342 12,120 31,047 29,829 93,893 $ 470,273 Permanently restricted net assets consist primarily of endowed contributions (Note 7), the income from which is available to fund the following at June 30, 2004 and 2003 (in thousands) : 2004 General operations Specific purposes Total permanently restricted net assets (7) $ 2003 405,548 23,507 $ 381,366 22,240 429,055 $ 403,606 Endowment Fund The Organization has maintained a national Endowment Fund (Fund) since 1905 and has consistently promoted public gifts for the Fund with the understanding that the principal would be held inviolate and only the income used for current purposes . Since 1910, the Fund has, by Act of Congress (36 U.S . Code Section 300109), been under the control of a separate Board of Trustees, appointed by the Board of Governors, who are required to keep and invest the Fund under their management . Since that date, as stated in the bylaws of the Organization, and because of public declarations as to their intended use, gifts to the American Red Cross National Sector under wills, trusts, and similar instruments which do not direct some other use of such funds are recorded as permanently restricted to be kept and invested as such in perpetuity . The Fund includes contributions, some of which were accepted with specific donor stipulation that the principal be maintained intact, until the occurrence of a specific event, or for a specific period. The Fund includes additional contributions not so stipulated which resulted from appeals for endowment fund gifts to be managed as provided above. Based upon the manner in which the Organization has 15 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) solicited and continues to solicit such gifts, it has been determined by independent legal counsel that such gifts must be placed in the Endowment Fund and, accordingly, reported as permanently restricted net assets . At June 30, 2004 and 2003, respectively, $132 million and $137 million of cumulative net realized gains on endowed investments were reported as unrestricted net assets . Of these amounts, as of June 30, 2004 and 2003, respectively, approximately $86 million and $81 million have been designated by the Board of Governors as an inflation adjustment reserve to protect donor corpus . This reserve increases each year at a rate equal to 75 percent of the increase in the Consumer Price Index applied against the book value of the original donor corpus . The remaining $46 million and $56 million as of June 30, 2004 and 2003, respectively, were designated as a distribution reserve to provide funds for operations in those years when net interest and dividends are less than the approved distribution rate . Total-Return Method : The American Red Cross makes distributions from the Fund for current operations using the total-return method . Under the total-return method, fund distributions consist of net investment income and may, under certain conditions, include a portion of the cumulative realized gains. The Fund's Board of Trustees establishes a spending rate as a percentage of the three-year calendar moving average fair value of endowed funds at the beginning of each fiscal year. Distributions are made in an amount equal to the product of the fair value of endowed funds at the beginning of the year and the spending rate. To the extent that the distributions exceed net investment income, they are made from realized gains. A spending rate of 5.5 percent for both fiscal years 2004 and 2003, resulted in total distributions related to endowment funds of approximately $26 million and $25 million for the years ended June 30, 2004 and 2003, respectively . Of these amounts, approximately $20 million and $19 million represented utilization of accumulated realized gains for the years ended June 30, 2004 and 2003, respectively . 16 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) (8) Investments The following schedule summarizes the composition of investment income for the years ended June 30, 2004 and 2003 (in thousands) : 2004 Temporarily Permanently Unrestricted restricted restricted Total Dividends and interest Net operating investment gains $ 53,348 7,842 Investment income available for operations Net nonoperating investment gains Total return on investments $ 1,011 144 $ $ 54,359 7,986 1,155 - 62,345 80,821 640 1,336 82,797 142,011 $ 59,725 8,193 Investment income available for operations 67,918 Net nonoperating investment losses (15,796) Total return on investments - 61,190 $ $ 52,122 17 1,795 $ 1,336 $ 2003 Temporarily Permanently restricted restricted Unrestricted Dividends and interest Net operating investment gains $ $ 1,457 110 $ 1,567 (628) $ 939 $ - 145,142 Total $ 61,182 8,303 - 69,485 (732) (17,156) (732) $ 52,329 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) The fair value of investments was as follows at June 30, 2004 and 2003 (in thousands) : 2004 U.S. Government securities Corporate bonds and notes Common and preferred stocks Mortgage and asset backed securities Marketable and nonmarketable alternative funds Money market and other Total investments at fair value Less current portion $ 349,125 164,291 467,455 83,339 93,829 157,781 1,409,420 1,315,820 (307,873) (289,360) 1,101,547 Investments, noncurrent portion (9) 339,656 145,977 501,749 91,366 118,773 211,899 2003 $ 1,026,460 Split Interest Agreements The Organization maintains split interest agreements in the form of charitable gift annuities, perpetual trusts held by third parties, charitable remainder trusts and pooled income funds. Assets of split interest agreements of $125 million and $124 million are included in investments and other receivables on the consolidated statement of financial position at June 30, 2004 and 2003, respectively . The value of split interest agreements is measured as the Organization's fair value share of the assets . Liabilities associated with these agreements are $24 million, of which $5 million is included with other current liabilities and $19 million is included with other noncurrent liabilities on the consolidated statement of financial position. 18 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) (10) Disaster Relief Funds Disaster Relief Fund : In accordance with procedures directed by the Board of Governors, any unspent unrestricted disaster relief funds at the end of a fiscal year are set aside for future disaster operations in the Disaster Relief Fund . Additionally, unspent contributions restricted by donors for disaster relief are also available for expenditure in future years. The following is a summary of Disaster Relief Fund balances for the last ten fiscal years: Balance at June 30 (In thousands) Unrestricted Board Donor Designated Restricted Total Fiscal years: 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 $ 52,671 60,858 58,510 81,424 65,203 55,084 28,192 29,058 119 709 $ 41,601 11,679 8,316 11,835 9,210 6,196 13,576 53,972 8,069 16,673 $ 94,272 72,537 66,826 93,259 74,413 61,280 41,768 83,030 8,188 17,382 The summary above does not include donor restricted funds associated with the Liberty Disaster Relief Fund - September 11 Response. As of June 30, 2004, donor restricted funds of approximately $169 million were held by the Organization for future expenditures for September 11 relief and response (Note 6) . (11) Benefit Plans Employees of the American Red Cross, including participating Pension and Postretirement Plans: local chapters, are covered by the Organization's pension plan (the Retirement System) after one year of employment. For funding purposes under the Plan, normal pension costs are determined by the projected unit credit method and are funded currently . The Plan provides a pension funded entirely by the employer. Voluntary contributions may be made by active members to fund an additional, optional annuity benefit. Defined benefits are based on years of service and the employee's final average compensation, which is calculated using the highest consecutive 48 months of the last 120 months of service before retirement. 19 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) Red Cross funding policy is to set the employer contribution rate at a percentage of covered payroll that is intended to fund toward a target range of not less than 105 percent and no more than 115 percent of the projected unit credit accrued liability. To the extent that the current funding is more or less than the target's upper bound of 115 percent, the difference is amortized over ten years in calculating the contribution rate . During fiscal years 2004 and 2003, the Organization contributed 2 percent and 1 percent, respectively, of covered payroll to the Retirement System. The Organization has investment guidelines for Plan assets . The overall objective of the guidelines is to ensure the Plan assets provide capital growth over an extended period of time, while also considering market risks and ensuring that the portfolio income and liquidity are appropriate to meet the Plan benefit payments and other expenses . The Plan investments are required to be diversified by asset class and within each asset class, in order to ensure that no single investment will have a disproportionate impact on the total portfolio. The Plan asset allocation is reviewed each year with current market assumptions to ensure the asset mix will achieve the long-term goals of the Plan . The Plan assets were invested in the following categories at June 30, 2004 and 2003 : Pension Assets 2004 2003 Cash and short-term investments Domestic equity International equity Fixed income deflation hedge Inflation hedge Marketable and nonmarketable alternative funds 1% 49% 19% 18% 7% 6% 100% 2% 55% 15% 16% 7% S% 100% The Plan assets were within authorized asset allocation ranges at June 30, 2004 and 2003 . The Organization also provides medical and dental benefits to eligible retirees and their eligible dependents . Generally, retirees and the Organization each pay a portion of the premium costs. The medical and dental plans pay a stated percentage of expenses reduced by deductibles and other coverages. The Organization has the right to modify cost-sharing provisions at any time . In addition, life insurance benefits of $5,000 are provided with no contributions required from the retirees . The American Red Cross postretirement benefit plans are unfunded. However, as discussed in Note 6, the Board of Governors has designated $105 million of unrestricted net assets to fund a portion of premiums for retirees' postretirement medical benefits . 20 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) The following table presents the changes in benefit obligations, changes in Plan assets, and the composition of accrued benefit costs in the consolidated statements of financial position for the years ended June 30, 2004 and 2003 (in thousands) : Pension benefits Postretirement beneCts 2004 2003 2004 2003 Changes in benefit obligations Benefit obligations at beginning of year Service cost Interest cost Plan participants' contributions Actuarial (gain) loss Benefits paid $ 1,336,555 $ 73,062 83,517 6,923 (46,074) (35,954) 1,058,689 64,294 80,921 6,773 157,012 (31,134) $ 181,189 $ 14,333 10,661 (14,971) (6,152) 104,826 5,936 7,466 68,788 (5,827) Benefit obligations at end of year $ 1,418,029 $ 1,336,555 $ 185,060 $ 181,189 Fair value of plan assets at beginning of year Actual return on plan assets Employer contributions Plan participants' contributions Benefits paid $ 1,041,600 $ 197,345 20,362 6,923 (35,954) 999,197 56,958 9,806 6,773 (31,134) $ - $ - Fair value of plan assets at end of year $ 1,230,276 1,041,600 $ - $ - Changes in plan assets $ Accrued benefit costs Funded status Unrecognized net actuarial loss Unrecognized prior service cost Additional minimum liability $ Accrued benefit costs $ (187,753) $ 98,836 12,638 76,279 $ (294,955) $ (185,060) $ (181,189) 241,032 9,486 24,868 15,632 12,088 13,778 (69,735) 1002s$ 163,486) $ 14 The provisions of FASB Statement No. 87, Employers' Accounting for Pensions, require recognition of an additional minimum liability, if the accrued benefit costs for a pension plan are less than the excess of the accumulated benefit obligation over plan assets . At June 30, 2003, an additional minimum liability of approximately $70 million was reflected in the consolidated statement of financial position. At June 30, 2003, the liability exceeded the unrecognized prior service cost resulting in a minimum pension liability adjustment of approximately $54 million, recorded as a non-operating loss on the consolidated statement of activities . At June 30, 2004, the value of Plan assets was sufficient such that no additional minimum liability was required, and the effects of the prior year adjustment were reversed, resulting in a minimum pension liability adjustment of approximately $54 million, recorded as a non-operating gain on the consolidated statement of activities . The accumulated benefit obligation for the pension plan was approximately $1,233 million and $1,150 million as of June 30, 2004 and 2003, respectively. 21 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) Significant assumptions used in accounting for the plans as of June 30, 2004 and 2003 were : Pension Benefits 2004 2003 Discount rate Expected return on plan assets Rate of compensation increase 6.25% 7.50% 5.00% Postretirement Benefits 2004 2003 6.00% 8.25% 5.00% 6.25% 6.00% The expected rate of return assumption on Plan assets was determined by considering current economic and market conditions and by reviewing asset class allocations, historical return analysis and forward looking capital market expectations . Asset class allocations were established by considering each class' risk premium commensurate for the level of risk, duration that matches the Plan's liabilities, and incremental diversification benefits . Historical returns and forward looking capital market expectations were gathered from, and compared among the Plan's investment managers, and a sampling of the consultant community. For measurement purposes, a 9.1 percent annual rate of increase in the per capita cost of covered health care benefits was assumed for fiscal year 2004 . The rate was assumed to decrease gradually to 5.5 percent for 2009 and remain at that level thereafter . The components of net periodic benefit cost for the years ended June 30, 2004 and 2003 were (in thousands) : Pension benefits 2004 2003 Service cost Interest cost Expected return on plan assets Amortization of prior service cost Recognition of actuarial gain Net periodic benefit cost $ 73,062 $ 83,517 (101,223) 2,994 - $ 58,350 Postretirement benefits 2004 2003 64,294 $ 80,921 (99,243) 3,915 (5,214) $ 44,673 $ 5,936 7,466 1,690 (2,264) 27,095 $ 12,828 $ 14,333 10,661 1,690 411 Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans . A one-percentage point change in assumed health care cost trend rates would have the following effects (in thousands): Point increase Point decrease Effect on total of service and interest cost components Effect on postretirement benefit obligation 22 $ 570 2,631 $ (450) (2,594) (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) The Organization expects to contribute approximately $51 million to its pension plan and $6 million to its postretirement benefit plan during the year ended June 30, 2005 . The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid, as of June 30, 2004 (in thousands): Pension Benefits 2005 2006 2007 2008 2009 2010-2014 Postretirement Benefits $ 40,314 45,866 52,228 59,212 66,998 468,820 $ 5,957 6,315 6,712 7,199 7,813 52,313 $ 733,438 $ 86,309 American Red Cross Savings Plan - 401(k) Plan : The Organization participates in the American Red Cross Savings Plan, (the Savings Plan), a defined contribution plan . Employees of the American Red Cross, including participating chapters, are eligible to participate upon hire and are vested 100 percent in all contributions to the Savings Plan . The American Red Cross matches 50 cents for every dollar up to the first 4 percent of annual compensation contributed by the participant. For the 2003 calendar year, contribution limits were based on a maximum annual compensation of $200,000 . There are eleven investment options that an employee can choose from as well as a self-managed brokerage account. The Organization contributed approximately $12 million and $11 million to the Savings Plan for fiscal years 2004 and 2003, respectively. (12) Joint Costs For the year ended June 30, 2004, the Organization incurred joint costs of approximately $2.2 million for informational materials and activities that included fund raising appeals . Of those costs, $1 .1 million was allocated to fund raising, $0.5 million to health and safety services, $0.3 million to disaster services, and $0.3 million to other services. 23 (Continued) THE AMERICAN RED CROSS Notes to Consolidated Financial Statements June 30, 2004 (With summarized information for the year ended June 30, 2003) (13) Commitments and Contingencies Litigation : The Organization is a defendant in a number of lawsuits incidental to its operations . In the opinion of management, the outcome of such lawsuits will not have a materially adverse effect on the Organization's financial position or its activities . Consent Decree : In April 2003, the American Red Cross signed an amended consent decree (the Decree) with the United States Food and Drug Administration (FDA) affecting Biomedical Services and its blood services regional operations . The Decree requires compliance with specific standards on how the Red Cross will manage and monitor its Biomedical Services' operations and formalized management of compliance related issues and provides timelines for their resolution . The Decree subjects the Red Cross to potential monetary penalties if it fails to meet the compliance standards. The compliance penalty provisions cover two general areas: (1) penalties for violations of the law, including FDA regulation ; and (2) penalties for the release of unsuitable blood products . Potential penalty amounts are limited to one percent of gross annual revenues generated by Biomedical Services for products and services in the first year (April 15, 2003 through April 14, 2004) of the Decree . The limit is increased to two percent in the second year, three percent in the third year, and four percent starting in the fourth year and annually thereafter . It is the opinion of management that the financial statements adequately provide for potential penalties resulting from the Consent Decree . (14) Risks and Uncertainties The Organization's invested assets consist of common stocks, fixed income securities and other investment securities . Investment securities are exposed to various risks, such as interest rate, market and credit . Due to the level of uncertainty related to changes in interest rates, market volatility and credit risks, it is at least reasonably possible that changes in these risks could materially affect the fair value of investments reported in the statement of financial position as of June 30, 2004 . However, the diversification of the Organization's invested assets among these various asset classes should mitigate the impact of any dramatic change on any one asset class. (15) Subsequent Events In September 2004, the Organization entered into an agreement to transfer and convey substantially all of its inventory and fixed assets and certain specified liabilities of the tissue products line of business in exchange for approximately $22 million in cash. The Organization will retain the majority of the receivables and payables as of the closing date, which is expected to be December 2004 . The Organization expects to record a gain on the transfer of these assets of approximately $10 million in fiscal year 2005 . In September 2004, the American Red Cross Greater New York chapter sold the land and the building of its main offices . The sales price was approximately $72 million and the net book value of the land and building was approximately $2 million as of June 30, 2004, resulting in a gain of approximately $70 million, which will be recorded in fiscal year 2005. 24 .Form $$6$ (December 2000) Department of the Treasury Application for Extension of Time To File an Exempt Organization Return OMB No . 1545-1709 " File a separate application for each return . Internal Revenue Service ~ If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box . ~ If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II (on page 2 of this form). Note: Do not complete Part 11 unless you have already been granted an automatic 3-month extension on a previously filed Form 8868. Automatic 3-Month Extension of Time-Only submit original (no copies needed) Note: Form 990-T corporations requesting an automatic 6-month extension-check this box and complete Part 1 only . . . " 0 All other corporations including Form 990-C filers) must use Form 7004 to request an extension of lime to file income tax returns. Partnerships, REMICs and trusts must use Form 8736 to request an extension of time to file Form 7065, 1066, or 7047 . Name of Exempt Organization Employer identification number Type Or American National Red Cross and Its Constituent Chapters and Branches print 53 : 0196605 File b the Number, street, and room or suite no . If a P .O . box, see instructions . due ate for 17th and D Streets, N .W . filing your return . See City' town or post office, state, and ZIP code. For a foreign address, see instructions . instructions Washington, DC 20006 Check type of return to be filed (file Form 990 Form 990-BL Form 990-EZ 0 Form 990-PF a separate application for each return): 0 Form 990-T (corporation) El Form 990-T (sec . 401(a) or 408(a) trust) D Form 990-T (trust other than above) ~ Form 4720 D Form 5227 [7 Form 6069 D Form 8870 El Form 1041-A ~ If the organization does not have an once or place of business m the United States, check this box , , , 0 ~ If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . If this is for the whole group, check this box " F] . If it is for part of the group, check this box " E] and attach a list with the names and EINs of all members the extension will cover. 1 I request an automatic 3-month (6-month, for 990-T corporation) extension of time until February_15------- , 2005, to file the exempt organization return for the organization named above . The extension is for the organization's return for : " O calendar year 20 . . . or 0 tax year beginning July 1 2 . .__ .__. ._______ . . , 20 .- and ending .June.30 . .. .. .. .. . .. .. .. . . . .. .. . . . .. .. . , 20 04. If this tax year is for less than 12 months, check reason : D Initial return D Final return Cl Change in accounting period 3a If this application is for Form 990-BL, 990-PF 990-T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits . See instructions . . . . . . . . . . . . b If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments made . Include any prior year overpayment allowed as a credit . . . . c Balance Due. Subtract line 3b from line 3a . Include your payment with this form, or, if required, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions Signature and Verification $ Under penalties of penury, I declare that 1 have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true. correct, and complete, and that I am authorized to prepare this form. Tide " Chief Financial Officer For Paperwork Reduction Act Notice, see Instruction Cat. No 27916D Dace s g ( Zy /& 11 Fog 8868 (12-2000)