OMB No 1545-0052 Form 990- Return of Private Foundation P or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation

Department or Note . The organization may be able to use a copy of this return to satisfy state 2003 Interna l Revenue Service I reporting requirements For calendar ear 2003, or tax ear beginning , 2003, and ending , G Check all that app ly Initial return Final return Amended return Address chan ge Name cha Name of organization Employer identification number Use the A Isslabel . National Association of Chain Dru g stores Foundation, Inc . 51-0144922 0thBfWISC, Number and street (or P O box number if mail is not delivered to street address) Room/suite B Telephone number (see instructions) pant or type. PO Box 1417-D49 (703) 549-3001 See Specific ary or town - State ZIP code C If exemption application is pending, check here 0" I Instructions. Al exdnd r id VA 22313 D 1 Foreign organizations, check here H Check type of organization X Section 501(c)(3) exempt private foundation 2 Foreign organizations meeting the 85% test, check DO. n Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation here and attach computation El E If private foundation status was terminated I Fair market value o a assets at end of year ~ Accounting method . Cash X Accrual (from Part fl, column c, line 16) I U U under section 507(b)(1)(A), check here Other (specify) F If the foundation is in a 60-month termination ~ $ 4,862,843 . (Part l, column d must be on cash basis) under section 507(b)(1)(B), check here Part l Analysis of Revenue and (a) Revenue and (b) Net investment (c) Adjusted net (d) Disbursements Expenses (The total of amounts in expenses per books income income for charitable columns b, c, and d may not neces- purposes sanly equal the amounts in column a ) (cash basis only) (see instructions) Contributions, gifts, grants, etc, received (atl sch) 5,280,5 11 . Ck 0' a d we foundn is not req to att Sch B 2 Distributions from split-interest trusts . . 3 Interest on savings and temporary cash investments 12 . 12 . 12 . 4 Dividends and interest from securities 35,796 . 35,796 . 35,796 . 5a Gross rents ' b {ncotmenoal(loss) ) 6a Net gain/(loss) from sale of assets not on line 10 b Gross sales prices for all E assets on tine 6a 7 Capital gain net income (from Part IV, line 2) 8 Net short-term capital gain 9 Income modifications 10a Grass sales less I returns and allowances i o b Less. Cost of goods sold c Gross profit/(loss) (att sch) 11 Other income (attach schedule) See Line 11 Stmt 29,885 . 12 Total. Add lines 1 through 11 5, 346, 204 . 35,808 . 35,808' 1 3 Compensation of officers, directors, trustees, etc 1 9 8 , 805 . 14 Other employee salaries and wages 399, 564 . 975,882 . 15 Pension plans, employee benefits 239, 347 . Z r°n 16a Legal fees (attach schedule) 751, 283 . 751,283 . Z N' b Accounting fees (attach sch) 11 , 025 . 11,025 . c Other prof fees (attach sch) L-16c Stmt 265, 120 . 265,120 . C ) s r 17 Interest . . _~ UY," ~JA ~pj ttach s .edule) 51, U00 . 51, 00U . Cn1~ , do (a ch schedule) and depletion , N v 20 Occupan 132, 911 . 1 T~,~v, I c ences, and meetings 345,727 . 345,727 . ~2~ P~P~4 ublications 345,785 . 345,785 . x o P 23 Other ex ~~ s (attach schedule) e 23 tint 110,892 . 110,893 . Oq Feo erati g and administrative 'expenses . d lines 13 through 23 2,851,459 . 2,856,715 . 25 Contributions, gifts, grants paid 1 , 191,258 . 1 , 186,000 . 26 Total expenses and disbursements . Add lines 24 and 25 4,042,717 . 4,042,715 . 27 Subtract line 26 from line 12: a Excess of revenue over expenses and disbursements 1,303,487 . b Net investment income (if negative, enter -0-) 35, 808 . C Adjusted net income (if negative, enter ~0~) 35 , 808 . BAA For Paperwork Reduction Act Notice, see the instructions . TEEA0301 08/18/03 Form 990-PF (2003), r r Form Q90-PF (2003) National Association of Chain Dru gstores Foundation, Inc 51-0144922 Page 2 Attached schedules and amounts in the description Beginning of year End of year Part il I Ba lance Sheets column should be for end-of-year amounts only (See instructions > (a) Book Value (b) Book Value (c) Fair Market Value 7 Cash - non-interest-bearing . . 2 Savings and temporary cash investments 2,590,303 . 3,805,738 . 3,805,738 . 3 Accounts receivable Less, allowance for doubtful accounts 01 4 Pledges receivable 111~ 411, 170 Less' allowance for doubtful accounts 01 188,600 . 411,170 . 411,170 .1 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see instructions) 7 Other notes and loans receivable (attach sch) 01 I Less, allowance for doubtful accounts s 8 Inventories for sale or use t 9 Prepaid expenses and deferred charges 23,111 . 0 . 0 . s 10a Investments - U S and state government obligations (attach schedule) L-10a Stmt 196,624 . 203,193 . 203,193 . b Investments - corporate stock (attach schedule) L-10b Stmt 244,153 . 442,742 . 442,742 . c Investments - corporate bonds (attach schedule) 11 Investments - land, buildings, and equipment : basis ------_--_ ------_-_ _ _ _ _ J Less: accumulated depreciation (attach schedule) 12 Investments - mortgage loans 13 Investments - other (attach schedule) 14 Land, buildings, and equipment basis Less accumulated depreciation (attach schedule) 15 Other assets (describe 01 ) 16 Total assets (to be completed by all filers - see instructions Also, see age 1, item I) 3,242,791 . 4,862,843 . 4,862,843 . 17 Accounts payable and accrued expenses 120,653 . 340,118 . a 18 Grants payable 25 , 000 . 25,000 . b 19 Deferred revenue 169,185 . 177,000 . I 20 Loans from officers, directors, trustees, & other disqualified persons i 21 Mortgages and other notes payable (attach schedule) . i 22 Other liabilities (describe" ) e 23 Total liabilities (add lines 17 through 22) 314,838 .1 542, 118 . Organizations that follow SFAS 117, check here ~ U i and complete lines 24 through 26 and lines 30 and 31 . 4 N F 24 Unrestricted 37,953 . 3,859,614 . e u t n 25 Temporarily restricted 90,000 . 461,111 . l d 26 Permanently restricted i s B Organizations that do not follow SFAS 117, check here ~ 0 s a and complete lines 27 through 31 . e I t a 27 Capital stock, trust principal, or current funds s n 28 paid-in or capital surplus, or land, building, and equipment fund o e 29 Retained earnings, accumulated income, endowment, or other funds r s 30 Total net assets or fund balances (see instructions) 2,927,953 . 4,320,725 31 Total liabilities and net assets/fund balances (see instructions) F 3 .242,791 . 4,862,843 . Part III Analysis of Changes in Net Assets or Fund Balances

1 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) . . 2,927,953 . 2 Enter amount from Part I, line 27a 1,303,487 . 3 Other increases not included inline 2(itemize) O-UnredllZed g_aln on - Investment 89,285 . 4 Add lines 1, 2, and 3 4,320 .725 . 5 Decreases not included in line 2 (itemize) 6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column (b), line 30 4,320,725 . BAA TEEA0302 08/15/03 Form 990-PF (2003) ;orm 990 ;"F (2003)" National Association of Chain Dru gstores Foundation, Inc 51-0144922 Page 3 Part IV Capital Gains and Losses for Tax on Investment Income )) How acquired (C) Date acquired (d) Date sold (a) List and describe the kind(s) of property sold (e g ,real estate, P - Purchase I (month, day, year) (month, day, year) 2-story brick warehouse, or common stock, 200 shares MLC Company) D - Donation '1a b c d e (e) Gross sales price (f) Depreciation allowed (g) Cost or other basis (h) Gain or (loss) (or allowable) plus expense of sale (e) plus (f) minus (g)

a b c d e Complete only for assets showing gain in column (h and owned b the foundation on 12/31/69 (I) Gains (Column (h) (i) Fair Market Value (j) Adjusted basis (k) Excess of column (Q gain minus column (k), but not less as of 12/31/69 as of 12/31/69 over column 0), if any than -0-) or Losses (from column (h))

a b c d e I, 7 2 Capital gain net income or (net capital loss). If gain, also enter in Part line -~ If (loss), enter -0- in Part I, line 7 3 2 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6). If gam, also enter in Part I, line 8, column (c) (see instructions) If (loss), enter -0- in Part I, line 8 ' Part V I Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the organization liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No If 'Yes,' the organization does not qualify under section 4940(e) . Do not complete this part .

1 Enter the appropriate amount m each column for each year ; see instructions before making any entries .

(a) (d) W (d) Base period years Adjusted qualifying distributions Net value of Distribution ratio Calendar year (or tax year noncharitable-use assets (column (b) divided by column (c)) beginning in)

2001

1999 1998

2 Total of line 1, column (d) 3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years . . . 3

4 Enter the net value of nonchantable-use assets for 2003 from Part X, line 5 1 4

5 Multiply line 4 by line 3

6 Enter 1 % of net investment income (1 % of Part I, line 27b)

7 Add lines 5 and 6 ......

8 Enter qualifying distributions from Part XII, line 4 1 8 If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate See the Part VI instructions BAA Form 990-PF(2003) TEEA0303 08/15/03 r t Form 990-PF (2003) National Association of Chain Dru gstores Foundation, Inc 51-0144922 Page 4 Part VI Excise Tax Based on Investment Income section 4940 (a), asao(b), 4940 (e), or alas - see instructions) - 1a Exempt operating foundations described m section 4940(d)(2), check here . ~ and enter 'N/A' on line 1 . Date of ruling letter (attach copy of ruling letter if necessary - see instructions) b Domestic organizations that meet the section 4940(e) requirements m Part V, 1 0 . check here 11 land enter 1 % of Part I, line 27b F i c All other domestic organizations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, column (b) . . . . 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only . Others enter -0-). 2 0 . 3 Add lines 1 and 2 . . . . 3 0 . 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 4 5 Tax based on investment income . Subtract line 4 from line 3. If zero or less, enter -0- 5 0 . 6 Credits/Payments a 2003 estimated tax pmts and 2002 overpayment credited to 2003 6 a b Exempt foreign organizations - tax withheld at source 6b c Tax paid with application for extension of time to file (Form 8868) 6c , d Backup withholding erroneously withheld 6d _ ` 7 Total credits and payments Add lines 6a through 6d 7 8 Enter any penalty for underpayment of estimated tax Check here ~ if Form 2220 is attached 8 9 Tax due . If the total of lines 5 and 8 is more than line 1, enter amount owed (P 0 M 6 " '1"E P1q~ N AM V14 ~ g p , 10 Overpayment . If line 1 is more than the total of lines 5 and 8, enter the amount overpaid ~ 10 11 Enter the amount on line 10 to be: Credited to 2004 estimated tax ~ ~ Refunded -- 11 Part VII-A Statements Regarding Activities Yes No 1 a During the tax year, did the organization attempt to influence any national, state, or local legislation or did it participate or intervene in any political campaign? . . . . X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition) X If the answer is 'Yes' to la or 16, attach a detailed description of the activities and copies of any materials published or distributed by the organization In connection with the activities. c Did the organization file Form 1120-POL for this year? 1c X ' d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year. (1) On the organization 0- $ 0 . (2) On organization managers 0 i e Enter the reimbursement (if any) paid by the organization during the year for political expenditure tax imposed on I organization managers . 0~ $ 0 . ------2 Has the organization engaged in any activities that have not previously been reported to the IRS? 2~ ~X If 'Yes,' attach a detailed description of the activities i 3 Has the organization made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If 'Yes,' attach a conformed copy of the changes 4a Did the organization have unrelated business gross income of $1,000 or more during the year? 4a X b If 'Yes,' has it filed a tax return on Form 990-T for this year? . . . 4b X 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 5 X If 'Yes,' attach the statement required by General Instruction T 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either . 0 By language in the governing instrument or ~ By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict ------with the state law remain in the governing instruments . . 6 } X 7 Did the organization have at least $5,000 in assets at any time during the year? If 'Yes,' complete Part 1l, column (c), and Part XV 7 X 8 a Enter the states to which the foundation reports or with which it is registered (see instructions) 10-- Virg_inia does- not-recLuire form-990_PF -___----_--______b If the answer is 'Yes' to line 7, has the organization furnished a copy of Form 990-PF to the Attorney General -- -- ' (or designate) of each state as required by General Instruction G? If'No,'attach explanahon. 8b X 9 Is the organization claiming status as a private operating foundation within the meaning of section 4942(j)(3) or 4942(j)(5) for calendar year 2003 or - -' the taxable year beginning in 2003 (see instructions for Part XIV)7 If 'Yes,'complete PartXIV 9 X 10 Did any persons become substantial contributors during the tax year? 10 X If 'Yes,' attach a schedule listing then names and addresses 11 Did the organization comply with the public inspection requirements for its annual returns and exemption application? 11 I X Web site address 0- www . n a C d 5 . O rg _ 12 The books are in care of - R . James Huber Telephone no. - (703)-549-3001_ Located at a- 413 N . Lee Street- Alexandra ZIP +a ~ 22314--___-_- 13 Section 4947(a)(1) nonexempt charitable trusts fling Form 990-PF in lieu of Form 1041 - Check here and enter the amount of tax-exempt interest received or accrued during the year ~~ 13 gqq Form 990-PF (2003) TEEA0304 08/15/03 r t Form 990-PF (2003) National Association of Chain Drugstores Foundation, Inc 51-0144922 Page 5 Part VII-B I Statements Regarding Activities for Which Form 4720 May Be Req wired File Form 4720 if any item is checked in the 'Yes' column, unless an exception applies. Yes No 1 a During the year did the organization (either directly or indirectly) (1) Engage m the sale or exchange, or leasing of property with a disqualified person? Yes R] No

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified persons . . Yes X No i (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? X Yes No y (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? . . X Yes No i (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? . . 11 Yes X No

(6) Agree to pay money or property to a government officials (Exception. Check 'No' if the organization agreed to make a grant to or to employ the official for a period after termination I I Y of government service, if terminating within 90 days .) . . . . . [] Yes g] No I b If any answer is 'Yes' to 1 a(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section 53 4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? 1 b Organizations relying on a current notice regarding disaster assistance check here . . . . . 10. H i .j c Did the organization engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2003? 1 c '~ X 2 Taxes on failure to distribute income (section 4942) (does not apply for years the organization was a private operating foundation defined in section 49420(3) or 49420)(5))- a At the end of tax ear 2003 did the or anization have an undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before 2003 Y ~ Yes XD No If 'Yes,' list the years 01 20_ - , 20- - , 20- - , 19- i b Are there any years listed in 2a for which the organization is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed incomes (If applying section 4942(a)(2) to all years listed, answer 'No' and attach statement - see instructions ) . . . . 2b X ,.4 c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. 1" 20 , 20 , 20 , 19 3a Did the organization hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? ...... Yes ~ No

b If 'Yes,' did it have excess business holdings m 2003 as a result of (1) any purchase by the organization or disqualified persons after May 26, 1969, (2) the lapse of the 5-year period (or longer period approved the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest ; or aI the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine if the organization had excess business holdings in 2003) 3b X 4a Did the organization invest during the year any amount in a manner that would jeopardize its _ _.f charitable purposes . . . . 4 a ~X b Did the organization make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2003 . . ~4b y X ; 5a During the year did the organization pay or incur any amount to. (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? . ~ Yes X~ No . . I E (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? Yes X No (3) Provide a grant to an individual for travel, study, or other similar purposes X8 Yes No (4) Provide a grant to an organization other than a charitable, etc, organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)? . . f-1 Yes X No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals ~ Yes Xa No i b If any answer is 'Yes' to 5a(1)~(5), did any of the transactions fail to qualify under the exceptions described in Regulations section 53 4945 or in a current notice regarding disaster assistance 5b ------X-~ (see instructions) . . Organizations relying on a current notice regarding disaster assistance check here c If the answer is 'Yes' to question 5a(4), does the organization claim exemption from the tax because it maintained expenditure responsibility for the grants ~ Yes M No If 'Yes,' attach the statement required by Regulations section 53 4945-5(d) 6a Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contracts 11 Yes a No ._ b Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contracts y6b X If you answered 'Yes' to 66, also file Form 8870. `

BAA TEEA0305 08115/03 Form 990-PF (2003) r 1 Form 990-PF (2003) National Association of Chain Dru gstores Foundation, Inc 51-0144922 Page 6 Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers, directors, trustees, foundation managers and their com ensation see instructions (b) Title and average (c) Compensation (d) Contributions to (e) Expense account, hours per week (I( not paid, enter -0-) employee benefit other allowances (a) Name and address devoted to position plans and deferred compensation Cram-L ._Fuller--_---______Chairman P .O . Box 1417-D49, Alexandria less than 1 hr 1,325 . 530 . 0 . Kurt A . Proctor, PhD President P .O . Box 1417-D49, Alexandria 25 hrs 157,430 . 62,972 . 0 . Sandra K . Jung-R .Ph_ M .S . _ - Secretary P .O . Box 1417-D49, Alexandria 15 hrs 37,650 . 15,060 . 0 . See Part VIII, Line 1 Stmt 2,400 . 960 . 0 . 2 Compensation of five highest-paid em to ees other than those included on line 1- see instructions). If none, enter'NONE.' (a) Name and address of each employee (b) Title and average (c) Compensation (d) Contributions to (e) Expense account, paid more than $50,000 hours per week employee benefit other allowances devoted to position plans and deferred compensation Deborah Faucette Dir,Pharm Ops P .O . Box 1417-D49, Alexandria 25 hrs/wk 72,098 . 28,839 . 0 . Edward Staffa VP, Pharm Commun P .O . Box 1417-D49, Alexandria 20 hrs/wk 60 , 550 . 24,220 . 0 . NOfd St el t2f Mgr, Academ/Pharm Affs P .O . Box 1417-D49 . Alexandria 30 hrs/wkI 64,525 .1 25,810 .1 0 .

Compensation listed above is p ortion d b this film or g . Total number of other employees paid over $50,000 ~ None 3 Five highest-paid independent contractors for professional services - (see instructions). If none, enter'NONE.' a) Name and address of each person aid more than $50,000 (b) Type of service (c) Compensation Mintz Levin, et . al . 701 Pef15 1Vd111 d Ave, NW, Washin g ton DC 20004 Legal Anal y sis of HIPAA Pre-emption laws 735 000 . Wirthlin Worldwide P .O . Box 791033, Baltimore, MD 21279 Pollen & R esearch 139,147 .

Total number of others receiving over $50,000 for professional services ~~ None Part IX-A Summary of Direct Charitable Activities

List the foundation's four lar gest direct charitable activities during the tax year. Include relevant statistical information such as the number of Expenses organizations and other beneficiaries served, conferences convened, research papers produced, etc . i America's-Promise-To mobilize individuals,-organizations- businesses,__ faith- based,_ and other -sectors-of the community _to build character and competence of all y outh p rovidin g one or more of the Five Promises . 100,000 . 2 Kennedy Center To support the artists in the creation of new works- and- arts -education . 100,000 . 3 National Colorectal Cancer-Research NCCR is dedicated to the eradication of colon cancer by-harness1 ng_ the power-of-celebrity______to p romote education, fundraisin g , research and earl medical screenin g . 100,000 . 4 The Boys_& Girls Clubs of Greater Washington-to help boys_and-g_iris of all backgrounds- with an emphasis ------on at risk youth= ------build confidence- develop character and acquire skills needed to become productive, civic-minded responsib l e adults 80,000 . Form 990-PF (2003) BAA TEEA0306 08/15103 Form 990-PF (2003) National Association of Chain Drugstores Foundation, Inc 51-0144922 Page 7

Part IX-B7 Summary of Program-Related Investments (see instructions)

Desc ribe the two largest oroaram-related investments made by the foundation durin4 the tax rear on lines 1 and 2 1 Amount N/A

2 ------

All other program-related investments See instructions . 3 ------

Total. Add lines 1 through 3

Part X Minimum investment Return (All domestic foundations must complete this part Foreign foundations, see instructions )

1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc, purposes : a Average monthly fair market value of securities 1 a 3,824,000 . b Average of monthly cash balances 1 b 22,000 . c Fair market value of all other assets (see instructions) 1 c d Total (add lines 1 a, b and c) 1 d 3, 846 ,000 . e Reduction claimed for blockage or other factors reported on lines la and lc (attach detailed explanation) I 1 e 2 Acquisition indebtedness applicable to line 1 assets 2 0 . 3 Subtract line 2 from line 1d . . 3 3, 846, 000 . 4 Cash deemed held for charitable activities Enter 1-1/2% of line 3 (for greater amount, see instructions) 4 57,690 . 5 Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4 5 3 , 788 , 310 . 6 Minimum investment return . Enter 5% of line 5 6 189,416 . Part XI Dlstl'IbUtBble Amount (see instructions) (Section 49420(3) and 0)(5) private operating foundations and certain foreign organizations check here ~ and do not complete this art ) 1 Minimum investment return from Part X, line 6 . . . . 1 189 , 416 . 2a Tax on investment income for 2003 from Part VI, line 5 2a 0 . b Income tax for 2003. (This does not include the tax from Part VI.) 2b c Add lines 2a and 2b . . . . 2c 0 . 3 Distnbutable amount before adjustments Subtract line 2c from line l 3 189 ,416 . 4a Recoveries of amounts treated as qualifying distributions 4a b Income distributions from section 4947(a)(2) trusts 4b c Add lines 4a and 4b . . . . 4c 5 Add lines 3 and 4c 5 189,416 . 6 Deduction from distributable amount (see instructions) 6 7 Distributable amount as adjusted Subtract line 6 from line 5. Enter here and on Part XIII, line l 7 189,416 . Part XII I Qualifying Distributions (see instructions)

1 Amounts paid (including administrative expenses) to accomplish charitable, etc, purposes' a Expenses, contributions, gifts, etc - total from Part I, column (d), line 26 1 a 4 , 042 ,715 . b Program-related investments - Total from Part IX-B 1 b 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc, purposes 2 3 Amounts set aside for specific charitable projects that satisfy the . a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) 3b 4 Qualifying distributions Add lines 1 a through 3b Enter here and on Part V, line 8, and Part XIII, line 4 4 4,042,715 . 5 Organizations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter 1 % of Part I, line 27b (see instructions) 5 6 Adjusted qualifying distributions. Subtract line 5 from line 4 6 4,042,715 . Note: The amount on line 6 will be used m Part V, column (b), m subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax m those years BAA Form 990-PF (2003)

TEEA0307 08/15/02 T Form 990-PF (2003) National Association of Chain Drugstores Foundation, Inc . 51-0144922 Page 8

Part XIII Undistributed Income (see instructions)

(a) (b) (c) (d) Corpus Years prior to 2002 2002 2003

k 1 Distributable amount for 2003 from Part XI, "~ . , Y` line 7 ~~ - - 189,416 . 2 Undistributed income, if any, as of the end of 2002: a Enter amount for 2002 only ' ~ 0 b Total for prior years 20-, 20 , 19 0 . °" - ° 3 Excess distributions carryover, if any, to 2003' a From 1998 243,501 . " ., . . ~ E b From 1999 319,062 . c From 2000 400,149 . d From 2001 333,610 . ~ . ~~' ` ` e From 2002 643,382 . t Total of lines 3a through e 1,939,704 . 4 Qualifying distributions for 2003 from Part XII, line 4~ ~ $ 4,042,715 . a Applied to 2002, but not more than line 2a 0 . b Applied to undistributed income of prior years m . `y (Election required - see instructions) `~ 0 . i c Treated as distributions out of corpus y V ` R (Election required - see instructions) 0 . d Applied to 2003 distnbutable amount ~ ° e Remaining amount distributed out of corpus 4,042,71 5 . 5 Excess distributions carryover applied to 2003 (If an amount appears In column (d), the same amount must be shown in column (a) )

6 Enter the net total of each column as indicated below: b `~¢ , p a Corpus . Add lines 3f, 4c, and 4e. Subtract line 5 5,982,419^ . b Prior years' undistributed income Subtract line 4b from line 2b -°-- 0 . ~ . c Enter the amount of prior years' undistribut- ed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed . 0 . `z~ My d Subtract line 6c from line 6b. Taxable °°` amount - see instructions 0 . e Undistributed income for 2002. Subtract brie 4a from F e Y brie 2a Taxable amount - see instructions 0 .

f Undistributed income for 2003 . Subtract lines 4d and 5 from line 1 . This amount must be ~> distributed in 2004 189,416 . 7 Amounts treated as distributions out of °` ~ ` corpus to satisfy requirements imposed by section 170(6)(1)(E) or 4942(8)(3) (see instructions) t °` 8 Excess distributions carryover from 1998 not applied on brie 5 or line 7 (see instructions) 243,501 . 9 Excess distributions carryover to 2004. "Tm~`' V Subtract lines 7 and 8 from line 6a 5, 738, 918 . 10 Analysis of line 9 w a Excess from 1999 . 319,062 . - ;~ b Excess from 2000 400,149 . p ~ > c Excess from 2001 333,610 . ' d Excess from 2002 643,382 . e e Excess from 2003 4,042,715 . BAA Form 990-PF (2003)

TEEA0308 08/15103 Form 990'PF (2003) National Association of Chain Drugstores Foundation, Inc 51-0144922 e9 Part XIV Private Operatin g Foundations (see instructions and Part VII-A, question 9) N/A " 1 a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling Bo. is effective for 2003, enter the date of the ruling = b Check box to indicate whether the organization is a private o eratin foundation described in section 4942 0)(3) or 2a Enter the lesser of the adjusted net Tax ear Prior 3 ears income from Part I or the minimum 2000 Total investment return from Part X for a 2003 b 2002 c 2001 d each year listed b 85% of line 2a c Qualifying distributions from Part XII, line 4 for each year listed d Amounts included in line 2c not used directly for active conduct of exempt activities e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c: 3 Complete 3a, b, or c for the alternative test relied upon a 'Assets' alternative test - enter. (1) Value of all assets (2) Value of assets qualifying under section 49420)(3)(B)(i) b'EndowmenP alternative test- Enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed c 'Support' alternative test - enter: (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(ui) (3) Largest amount of support from an exempt organization (4) Gross investment income a rt Xy F-Supplementary Information (Complete this part only if the organization had $5,000 or more in assets at any time during the 1 Information Regarding Foundation Managers : a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000) (See section 507(d)(2) )

NONE b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest NONE

2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc, Programs : Check here ' n if the organization only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds If the organization makes gifts, grants, etc, (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d a The name, address, and telephone number of the person to whom applications should be addressed. Sandra K . Jung NACDS Foundation - 413 N . Lee Street Alexandria VA 22314 (703) 549-3001 b The form in which applications should be submitted and information and materials they should include. See Schedule III

c Any submission deadlines See Schedule III

d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors See Schedule III

BAA TEEA0309 08/15/03 Form 990-PF (2003) Form $90-PF (2003) National Association of Chain Drugstores Foundation, Inc 51-0144922 Page 10 Part XV Supplementary Information (continued)

BAA TEEA0310 12/10/03 Form 990-PF (2003) Form 990-°F (2003) National Association of Chain Drugstores Foundation, Inc . 51-0144922 Page 11 Part XVI-A I Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated Unrelated business income Excluded b section 512, 513, or 514 (a) (b) (c) (d) (e) Business Amount Exclu- Amount Related or exempt code sion function income 1 Program service revenue' code see instructions a b c d e f g Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 14 12 . 4 Dividends and interest from securities 14 35,796 . 5 Net rental income or (loss) from real estate a Debt-financed property b Not debt-financed property 6 Net rental income or (loss) from personal property 7 Other investment income 8 Gain or (loss) from sales of assets other than inventory 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory 11 Other revenue a b c d e 12 Subtotal Add columns (b), (d), and (e) 35,808 . 13 Total. Add line 12, columns (b), (d), and (e) 13 35,808 . (See worksheet in the instructions for line 13 to verify calculations.) Part XVI-B Relationship of Activities to the Accomplishment of Exempt Purposes

BAA TEEA0501 08/15/03 Form 990-PF (2003) Form 990'PF (2003) National Association of Chain Drugstores Foundation, Inc 51-0144922 Page 12 Part XVII Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations Yes No 1 Did the 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 orgarnzations7 a Transfers from the reporting organization to a nonchantable exempt organization of : _ _ _! (1) Cash 1 a 1 X (2) Other assets la 2 X b Other transactions : (1) Sales of assets to a nonchantable exempt organization . . 1 b 1 X (2) Purchases of assets from a noncharitable exempt organization 1 b 2) X (3) Rental of facilities, equipment, or other assets 1 b (3 X (4) Reimbursement arrangements . . . . 1 b (4 X (5) Loans or loan guarantees 1 b (5) X (6) Performance of services or membership or fundraising solicitations ...... 1 b (6 X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1 c X

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 an transaction or sharing arrangement, show in column d) the value of the goods, other assets, or services received (a) Line no (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements

1b(4) 108,381 . NACDS, Inc .* Reimbursement of O peratin g Ex penses aid b NACDS, Inc . lc 975,882 . NACDS Inc .* Reimbursement of Salar Frin e Facilit y costs thru Admin . Services Ag reement

*NACDS, Inc .- Nat'l Assn Chain Dru g Stores, Inc . 501(c)(6) parent, controls 100%

2a 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? X~ Yes [] No b If 'Yes,' com plete the following schedule a Name of organization (b) Type of organization (c) Description of relationship NACDS-National Association Trade Association Overla p of Boards of Directors of Chain Drub Stores, Inc . 501 (C) (6) & Administrative Management

Under penalties of penury, I declare that I have examined this return, including acc complete Declaration of preparer (other than taxpayer or fiduciary) is based on all

Y ? oavl~ 41,~

Signature of officer or tru e N Prepares . E Paid signature R Pre- E parer'S Firm's name (or NATIONAL A SOCIATION OF CHAI Use R,ou~oyedjetf-e X Only 413 N . LEE STREET Zdcodea"d ALEXANDRIA BAA

TEEA0502 OMB No 1545-0047 Schedule B (Form 990,990-EZ, or 990-PF) Schedule of Contributors Department of the Treasury Supplementary information for Internal Revenue Service line 1 of Form 990, 990-EZ and 990-PF (see instructi 2003 Name of organization Employer identification number National A ition of Chain Drugstores Foundation, Inc .- I51-0144922 Organization type (check one)' Filers of : Section: Form 990 or 990-EZ 501(c)( ) (enter number) organization ~4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization

Form 990-PF X 501(c)(3) exempt private foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation 501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule (Note: Only a section 501(c)(7), (8), or (10) organization can check boxes) for both the General Rule and a Speaal Rule - see instructions)

General Rule - For organizations filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or property) from any one contributor (Complete Parts I and II )

Special Rules - For a section 501(c)(3) organization filing Form 990, or Form 990-EZ, that met the 33-1/3% support test of the regulations under sections 509(a)(1)/170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the greater of $5,000 or 2% of the amount on line 1 of these forms. (Complete Parts I and II .) For a section 501(c)(7), (8), or (10) organization filing Form 990, or Form 990-EZ, that received from any one contributor, during the year, aggregate contributions or bequests of more than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. (Complete Parts I, II, and III ) a For a section 501(c)(7), (8), or (10) organization filing Form 990, or Form 990-EZ, that received from any one contributor, during the year, some contributions for use exclusively for religious, charitable, etc, purposes, but these contributions did not aggregate to more than $1,000 (If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc, purpose Do not complete any of the Parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc, contributions of $5,000 or more during the year.)

Caution : Organizations that are not covered by the General Rule and/or the Special Rules do not file Schedule 8 (Form 990, 990-EZ, or 990-PF) but they must check the box m the heading of their Form 990, Form 990-EZ, or on line 1 of their Form 990-PF, to certify that they do not meet the filing requirements of Schedule 8 (Form 990, 990-EZ, or 990-PF) BAA For Paperwork Reduction Act Notice, see the instructions Schedule B (Form 990, 990-EZ, or 990-PF) (2003) for Form 990 and Form 990-EZ.

TEEA0701 12/10/03 Schedtile,B (Form 990, 990-EZ, or 990-PF) (2003) Page 1 to 1 of Part II Name of organization Employer identification number National Association of Chain Drugstores Foundation, Inc . 1 51-0144922 Part -11 1 NonCash Property (See Specific Instructions.)

a b No~irom Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

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c d) No. from Description of noncash property given I FMV (or estimate) Date r( eived Part I (see instructions)

------

------

(a) b No fom Description of noncesh property given FMV (or estimate) Date received Part I (see instructions)

------

(b) W I (d) No. from Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

------

------

(a) b No fom Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

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a b c I No ~from Description of noncesh property given FMV (or estimate) Date receiveddc Part I (see instructions)

------$ ------

BAA Schedule B (Form 990, 990-EZ, or 990-PF) (2003)

TEEA0703 08/13/03 NACDS Foundation EIN :51-0144922 2003 Form 990PF Schedule I

Part 1, Line 1 - Contributions in Excess of $5,000 Part A - Sponsors for Scholarship, Research, Publications, and Other Programs

Name & Address Date Amount

Abbott Laboratories Inc. 3/6/2003 25,000 200 Abbott Park Road AP 30, D 355 Abbott Park, IL 60064-3501

Adams Respiratory Therapeutics 8/26/2003 25,000 14801 Sovereign Road Fort Worth, TX 76155-2645

Ahold USA 4/9/2003 5,000 14 101 Newbrook Drive Chantilly, VA 20151

Albertsons, Inc. 1/1/2003 50,000 15 100 N. 90th Street 4/9/2003 8,000 Scottsdale, AZ 85260-2769 58,000

AstraZeneca 1/1/2003 75,000 1800 Concord Pike 1/13/2003 10,000 Wilmington, DE 19897-0001 01/16/03 5,000 2/26/2003 75,000 6/9/2003 30,000 195,000

Barr Laboratories, Inc. 6/2/2003 15,000 P.O. Box 2900 Pomona, NY 10970-0519

Bristol-Myers Squibb, US Medicines Group 3/19/2003 10,000 P.O. Box 4500 5/29/2003 30,000 Princeton, NJ 08543-4500 40,000

Brooks Pharmacy 1/30/2003 5,000 50 Service Avenue Warwick, RI 02886 Community Pharmacy Foundation 1/23/2003 250,000 19 S . Lasalle Street Suite 1400 Chicago, IL 60603-1414

Costco Wholesale dba Costco Pharmacies 1/1/2003 37,500 999 Lake Drive Issaquah, WA 98027-8990

Costco Wholesale Corp. 4/9/2003 10,000 P.O. Box 97077 Kirkland, WA 98083-9777

CVS Corporation 1/1/2003 50,000 One CVS Drive 3/6/2003 8,000 Woonsocket, RI 02895-6146 58,000

Eckerd Corporation 3/7/2003 8,000 P.O. Box 4689 Clearwater, FL 33758-4689

Eli Lilly and Company 9/30/2003 25,000 Lilly Corporate Center 12/16/2003 50,000 Indianapolis, IN 46285-0001 1/29/2003 25,000 6/16/2003 25,000 11/10/2003 50,000 175,000

Fred's Inc. 1/1/2003 16,000 4300 New Getwell Road Memphis, TN 38118-6801

Giant Eagle, Inc. 1/1/2003 8,000 101 Kappa Drive Pittsburgh, PA 15238-2809

Hannaford Bros., Co. 1/1/2003 14,000 P.O . Box 1000 Mail Sort 3000 Portland, ME 04104-5005

Harris Teeter, Inc. 1/1/2003 6,000 P.O. Box 10100 Matthews, NC 28106-0100 IMS HEALTH 5/30/2003 15,000 100 Campus Road 08/26/03 15,000 Totowa, NJ 07512-1213 30,000

Kremers Urban 8/29/2003 30,000 P.O. Box 427 9/12/2003 58,000 Mequon, W1 53092-0427 88,000

The Kroger Co. 1/1/2003 15,000 1014 Vine Street Cincinnati, OH 45202-1100

Lebhar-Friedman, Inc. 2/26/2003 37,500 1901 L Street Washington, DC 20036

Longs Drug Stores 1/1/2003 12,000 P.O. Box 5222 Walnut Creek, CA 94596-1222

McNeil Consumer & Specialty Pharmaceuticals 11/10/2003 25,000 7050 Camp Hill Road 5/14/2003 40,000 Fort Washington, PA 19034-2210 09/03/03 25,000 90,000

Medicap Pharmacies, Inc. 1/1/2003 10,000 4350 Westown Parkway Suite 400 West Des Moines, IA 50266-1061

Medicine Shoppe International, Inc. 4/15/2003 8,000 1100 N. Lindbergh Boulevard Saint Louis, MO 63132-2914

MedImmune, Inc. 7/24/2003 30,000 One Medimmune Way Gaithersburg, MD 20878-402

National Association of Chain Drug Stores (NACDS) 6/12/2003 40,000 P.O. Box 1417-D49 Alexandria, VA 22313-1417

Novartis Consumer Health, Inc. 12/31/2003 10,000 200 Kimball Drive Parsippany, NJ 07054-2173 Novo Nordisk Pharmaceuticals, Inc. 4/8/2003 5,000 100 College Road W. 4/8/2003 10,000 Princeton, NJ 08540-6604 09/02/03 10,000 04/22/03 5,000 30,000

Ogilvie Public Relations 2/26/2003 5,000 1901 L Street Washington, DC 20036

Owens-Illinois Prescription Products Inc. 4/23/2003 75,000 One SeaGate 25 LDP Toledo, OH 43666-0001

Pathmark Stores, Inc. 1/1/2003 8,000 200 Milik Street Carteret, NJ 07008-1102

Pfizer U.S. Pharmaceuticals 7/7/2003 15,000 235 E. 42nd Street New York, NY 10017-5703

Pfizer Consumer Healthcare 9/25/2003 10,000 201 Tabor Road 12/17/2003 25,000 Morns Plains, NJ 07950-2614 35,000

Pharmacare Management Services 1/1/2003 5,000 695 George Washington Highway Lincoln, RI 02865

Pharmacia Corporation 4/11/2003 30,000 100 Route 206 North 4/11/2003 25,000 Peapack, NJ 07977-0000 4/11/2003 25,000 80,000

Procter & Gamble Company 10/30/2003 10,000 P.O. Box 599 Cincinnati, OH 45201-0599 Publix Super Markets, Inc. 1/1/2003 10,000 P.O. Box 407 4/9/2003 5,000 Lakeland, FL 33802-0407 15,000

Raley's 1/1/2003 6,000 P.O. Box 15618 Sacramento, CA 95852-1618

Rite Aid Corporation 1/1/2003 50,000 P.O. Box 3165 3/27/2003 8,000 Harrisburg, PA 17105-3165 58,000

Roche Laboratories, Inc. 4/3/2003 25,000 340 Kingsland Street 12/17/2003 25,000 Nutley, NJ 07110-1150 50,000

Safeway Inc. 1/1/2003 25,000 4410 Rosewood Drive 3/7/2003 6,000 Pleasanton, CA 94588-3050 31,000

Sanoti-Synthelabo Inc. 11/10/2003 50,000 90 Park Avenue New York, NY 10016-1301

Sato Pharmaceutical Co., Ltd 3/25/2003 10,000 1-5-27 Motaokasaka Minato-ku, Tokyo

Schering-Plough HealthCare 4/4/2003 42,500 P.O. Box 603 3/14/2003 42,500 Berkeley Heights, NJ 07922-0603 4/4/2003 32,500 117,500

Schwarz Pharma, Inc. 3/6/2003 25,000 P.O. Box 2038 Milwaukee, WI 53201-2038

Sun Safety Alliance 4/4/2003 32,500 413 N. Lee Street 3/14/2003 32,500 Alexandria, VA 22314-2301 4/4/2003 42,500 107,500

Target Stores, A Div. of Target Corp. 3/6/2003 5,000 1000 Nicollet Mall Minneapolis, MN 55403 Thriftway/Zitomer Drug 07/24/03 10,000 969 Madison Ave New York, NY 10021

USA Drug/Super D Drugs 1/1/2003 8,000 P.O. Box 939 Pine Bluff, AR 71613-0939

VaxServe 9/12/2003 10,000 Discovery Drive Swiftwater, PA 18370-0190

Walgreen Co. 1/1/2003 50,000 200 Wilmot Road 3/1/2003 5,000 Deerfield, II, 60015-4681 55,000

Wal-Mart Stores, Inc. 3/25/2003 8,000 702 S.W. 8th Street 1/1/2003 50,000 Bentonville, AR 72716-0220 58,000

Weis Markets, Inc. 1/1/2003 10,000 P.O. Box 471 Sunbury, PA 17801-0471

Wyeth Consumer Healthcare 2/27/2003 25,000 5 Giralda Farms 04/15/03 10,000 Madison, NJ 07940-1027 35,000

NACDS Charitable Foundation 12/31/2003 1,169,101 .00 413 N. Lee Street Alexandria, VA 22314

*NACDS Charitable Foundation was dissolved at the end of 2002, and remaining net assets were contributed to the NACDS Foundation in 2003. NACDS Foundation EIN:51-0144922 2003 Form 990PF Schedule I

Part 1, Line 1 - Contributions in Excess of $5,000 Part B - Sponsors for NACDS Foundation Annual Dinner Total Contribution Dinner Date Contributor's Name Payment Portion Fee Received

3M 30,000 28,500 1,500 10/21/2003 ACNielsen 30,000 28,500 1,500 10/21/2003 Alberto-Culver Company 18,000 17,100 900 11/25/2003 Albertsons, Inc . 25,000 23,500 1,500 12/13/2003 American Greetings Corporation 30,000 28,500 1,500 11/13/2003 AsVaZeneca 40,000 38,500 1,500 10/28/2003 Atico International, Inc 5,000 5,000 0 10/27/2003 Barr Laboratories, Inc. 25,000 23,500 1,500 10/17/2003 Bayer Health Care, Consumer Care Division 25,000 23,500 1,500 12/5/2003 Boehringer Eingelheim Pharmaceuticals, Inc 5,000 4,700 300 10/27/2003 Boots Healthcare USA, Inc. 5,000 4,700 300 11/26/2003 Bristol-Myers Squibb, us Medicines Group 25,000 23,500 1,500 10/21/2003 Cardinal Health, Inc. 7,500 7,050 450 11/7/2003 Chattem, Inc. 5,000 5,000 0 10/21/2003 Colgate-Palmolive Co.lnc. 50,000 48,500 1,500 10/1/2003 CVS Corporation 25,000 23,500 1,500 10/17/2003 D&K Healthcare Resources, Inc. 5,000 4,700 300 12/22/2003 Del Laboratories, Inc. 25,000 23,500 1,500 11/13/2003 Duane Reade 10,000 9,400 600 10/23/2003 Eastman Kodak Company 25,000 23,500 1,500 12/22/2003 25,000 23,500 1,500 11/7/2003 Eli Lilly and Company 10,000 10,000 0 12/23/2003 Energizer 25,000 23,500 1,500 10/15/2003 Express Scripts, Inc. 25,000 23,500 1,500 11/5/2003 Forest Pharmaceuticals, Inc. 25,000 23,500 1,500 11/5/2003 Fuji Photo Film U.S .A., Inc . 20,000 19,400 600 11/13/2003 GaIxoSmithKlme Consumer Healthcare 50,000 48,500 1,500 11/25/2003 Hallmark Cards, Inc. 50,000 48,500 1,500 10/15/2003 Hershey Foods Corporation 14,500 14,050 450 11/17/2003 IMS HEALTH 30,000 28,500 1,500 5/31/2003 Information Resoucres 7,500 7,500 0 11/6/2003 Johnson & Johnson 25,000 23,500 1,500 11/12/2003 Kinney Drugs, Inc. 5,000 4,700 300 11/5/2003 Kwait & Associaties, Inc. 12,500 11,750 750 11/25/2003 Longs Drug Stores 21,000 20,400 600 11/21/2003 L'Oreal USA 25,000 23,500 1,500 11/13/2003 Mallinckrodt Phamraceudticals 7,500 7,050 450 11/13/2003 Maybelline/ ;Gamier 25,000 23,500 1,500 11/13/2003 Mays Drug Stores, Inc. 7,500 7,200 300 11/26/2003 Mckesson Corporation 15,000 14,250 750 11/7/2003 McNeil Consumer & Specialty Phamaceuticals 25,000 23,500 1,500 11/19/2003 Medicine Shoppe International 5,000 4,850 150 11/6/2003 Medlmpact HeaIthCare Systems, Inc. 7,500 7,050 450 11/25/2003 Mr. Ted Doty 10,000 9,700 300 11/6/2003 Mylan Pharmaceuticals Inc., 25,000 23,500 1,500 11/12/2003 National Association of Chain Drug Stores 75,000 73,500 1,500 11/6/2003 Navarro Discount Pharmacies 5,000 4,700 300 10/21/2003 NDCHealth 50,000 48,500 1,500 9/30/2003 NeuStar 7,500 7,200 300 11/24/2003 Owens-Illinois Prescription Products Inc. 5,000 4,700 300 10/28/2003 Pepsi-Cola Co. 10,000 9,400 600 11/13/2003 Perrigo Company 14,500 13,900 600 10/23/2003 Pfier Consumer Healthcare 30,000 28,500 1,500 11/18/2003 Pfizer U.S. Pharmaceuticals 25,000 23,500 1,500 11/25/2003 Procter & Gamble Company 50,000 48,500 1,500 1/21/2003 Purdue Pharma L.P 7,500 7,050 450 12119/2003 Revlon, Inc. 40,000 38,500 1,500 10/24/2003 Corporation 30,000 28,500 1,500 10/24/2003 Roche Laboratories, Inc. 12,500 11,750 750 12/5/2003 S.C . Johnson & son, Inc., North American Consumer Products 25,000 23,500 1,500 10/27/2003 Sandoz 40,000 38,500 1,500 11/26/2003 Sanofi-Synthelabo Inc. 25,000 23,500 1,500 11125/2003 Schering-Plough Pharmaceuticals 40,000 38,500 1,500 7/29/2003 ScnptPro 5,000 4,700 300 11/20/2003 Taro Pharmaceuticals USA, Inc. 25,000 23,500 1,500 11/5/2003 TEVA Pharmaceuticals USA 5,000 4,700 300 11/25/2003 The Coca-Cola Company/ Coca-Cola Enterprises 75,000 73,500 1,500 12/10/2003 The Gillette Company 30,000 28,500 1,500 1/13/2003 Time Warner 5,000 4,700 300 10/28/2003 Unilever Home 8 Personal Care USA 50,000 48,500 1,500 11/5/2003 Upsher-Smith Laboratories, Inc. 5,000 4,700 300 11/24/2003 Walgreen Co. 25,000 23,500 1,500 10/28/2003 Wal-Mart Stores 5,000 4,700 300 11/25/2003 Wm Wrigley Jr . Company 7,500 7,050 450 1117/2003 Wyeth 40,000 38,500 1,500 10/15/2003

$ 1,683,000 $ 1,608,300 $ 74,700 " National Association of Chain Drugstores Foundation, Inc. 51-0144922

Form 990-PF, Page 1, Part I, Line 11 Line 11 Stmt

Other income Rev/Exp Book Net Inv Inc Net Inc Royalty Income 110 . Publication Sales 29,143 . Other Income 632 .

Total 29,885 .

Form 990-PF, Page 1, Part I, Line 23 Line 23 Stmt

Other expenses: Rev/Ex Book Net Inv Inc Ad Net Inc Chant Disb Membership Dues 2,197 . 2,197 . Credit Card Processing Fees 1,477 . 1,477 . DbaseList Purchasing 5,788 . 5,788 . Website Expense 7,318 . 7,318 . Office Supplies 1,334 . 1,334 . Bank Fees 2,227 . 2,227 . Miscellaneous 15 . 15 . CE Admin Fees 22,725 . 22,725 . Postage 65,663 . 65,663 . Telephone Expenses 820 . 820 . Staff Planning & Dev . 1,328 . 1,329 .

Total 110,892 . 110,893 .

Form 990-PF, Page 1, Part I, Line 16c L-16c Stmt

Line 16c - Other Professional Fees: Name of Provider Type of Service Provided Amount Paid

Staff Consultants Consulting 43,200 . Outside Consultants Consulting I 221 920 .

Total 265,120 .

Form 990-PF, Page 2, Part II, Line 10a L-10a Stmt

End of Year Line 10a - Investments - Book I Fair Market US and State Government Obligations: Value Value

STI Bond Fund 203,193 . E 203,193 .

Total 203,193 . 203,193 . National Association of Chain Drugstores Foundation, Inc 51-0144922 2

Form 990-PF, Page 2, Part II, Line 10b L-l Ob Stmt

End of Year Line 10b - Investments - Corporate Stock: Book Fair Market Value Value

5&P 500 Mutual Fund 313,742 . 313,742 . Taro Pharmaceuticals Stock 129,000 . 129,000 .

Total 442,742 . 442,742 .

Form 990-PF, Page 6, Part VIII, Compensation Part VIII, Line 1 Stmt

(a) I (b) Name and address Title, and Compensation Contributions Expense average hours (If not paid, to employee account, other per week enter -0-) benefit plans allowances devoted to and deferred position compensation

R . James Huber Treasurer P .O . Box 1417-D49, Alexandria less than 1 hr 2,400 . 960 . Gregory W--Bradley_ Director Marlton, New Jersey 0 . 0 . 0 . Timothy P_ Catlett Director Pomona, New York 0 . 0 . Anthony N_ Civello Director Durham, 0 . 0 . 0 . Barbara S . Hartman Director Cincinnati, Ohio 0 . 0 . 0 . Lori E . Lonczak, RPh Director Skillman, New Jersey 0 . 0 . Thomas M . McPhilliQs _ ___ Director New York, New York 0 . 0 . 0 . Paul F . Murphy------_ Director New York, New York 0- 0 . 0 . Stephen E--Paoletti -_ Director Kansas City, Missouri 0 . 0 . 0 . Mark W . Parrish Director Dublin, Ohio 0 . 0 . 0 . Kevin_H . Tripp_ RPh__-_ Director Scottsdale, 0 . 0 . 0 .

Total 2,400 . 960 . 0 . " ~ National Association of Chain Drugstores Foundation, Inc . 51-0144922 3

Supporting Statement of:

Form 990-PF, pl/Line 20(a)

Description Amount

Facility and Overhead Allocation from Parent Co . Nat'l Assn of Chain Drug Stores 501(c)(6) org for applicable share of rent, equipment, etc . 132,911 .

Total 132,911 .

Supporting Statement of:

Form 990-PF, pl/Line 21(d)

Description Amount

Travel 28,308 . Conference Expenses 308,014 . Meeting Expenses 9,405 .

Total 345,727 . NACDS Foundation, Inc . EIN 51-0144922 Form 990PF December 31, 2003

Schedule for Part VII-A Statements Regarding Activities

Question 2- Has the organization engaged m any activity not previously reported to the IRS ?

In the past, the Foundation has always given scholarships directly to schools of Pharmacy, and the school has then given the scholarship to the student. This year, the Foundation began its own individual scholarship program To explain this program, the Foundation will answer the questions from Schedule H of form 1023- Organizations providing Scholarship Benefits to Individuals . Schedule H is attached behind this schedule .

1 a.) Nature of the Program. The goal of the NACDS Foundation Pharmacy Student Scholarship Program is to support the development of future leaders m the chain community pharmacy industry and to recognize pharmacy students who have a strong interest m pursuing a career in chain community pharmacy.

Twenty-one students received the NACDS Foundation Pharmacy Student Scholarship of $2,000. Four outstanding applicants received additional recognition; with two deserving students receiving the $2,500 Taro Research Foundation Scholarship and two the $2,500 Robert J. Bolger Scholarship. The scholarships were awarded in December.

The scholarship is a gift, not a loan. Applicants must certify that the information provided on their application is true and that they are eligible to apply based upon the eligibility criteria for the NACDS Foundation Pharmacy Student Scholarship Program ("the Program"). They also must certify that if awarded any scholarship pursuant to the Program, they will only use such funds to pay for, or offset, my costs of tuition or course-related expenses (required of all students). Further, they will make a report of how the scholarship funds have been used upon request. Availability of the scholarship is publicized m the following ways: 1) application and information is emailed to all 89 colleges of pharmacy deans, as well as community pharmacy faculty and student services faculty, 2) applications and information are distributed to pharmacy students at pharmacy conferences where students are present; and 3) application and information is available on the NACDS Foundation website.

Scholarship applicants are evaluated on the following criteria: 1) the student's letter on career goals and interest m chain community pharmacy practice; 2) the recommendation from the chain pharmacy employer ; 3) the student's credentials, including leadership activities and professional and community involvement; and 4) chain community pharmacy experience.

1 6 and c.) n/a. . . the organization has received preliminary recognition as a section 501(c)(3) public charity and is in its 60 month termination period of private foundation status.

2) Eligibility criteria include: " The student applicant must be enrolled as a full-time pharmacy student in an accredited U.S. college or school of pharmacy. Student applicants must have completed at least one professional year of pharmacy school to apply. First year pharmacy students are not eligible to apply. " The student applicant must have experience in chain community pharmacy, as well as the desire to pursue a career in chain community pharmacy. Experience may be current or recent employment in a chain community pharmacy. A chain community pharmacy is defined as a community retail pharmacy company with four or more stores. " The student applicant must have a rrummum "C" grade point average. " Family members of the NACDS Foundation Board of Directors or Officers are ineligible. For a list of the Board of Directors and Officers, please visit the NACDS Foundation website at www.nacdsfoundation .org. Approximate number of eligible applicants : 30,000

3) Number of scholarships the organization anticipates giving annually : 25 4) Selection committee members are not possible recipients and have never been recipients . 5) Students also must certify that if awarded any scholarship pursuant to the Program, they will only use such funds to pay for, or offset, my costs of tuition or course-related expenses (required of all students). Further, they will make a report of how the scholarship funds have been used upon request. If scholarship funds are not used appropriately, students would have to pay back their scholarship award.

Attached following the copy of Schedule H from form 1023 are the following documents:

- Application form for Scholarship Program - Press Release regarding 2003 recipients NAC D S: F O=UN'DAT V dllUV dl iWY 1 J 1, %01 (,HAIL DRUG SIORES POUNUATION Pharmacy Student Scholarship Program

The goal of the NACDS Foundation Pharmacy Student Scholarship Program is to support the development of future leaders in the chain community pharmacy industry and to recognize pharmacy students who have a strong interest in pursuing a career in chain community pharmacy.

The NACDS Foundation Pharmacy Student Scholarship Program also contains named scholarships recognizing lifts made to this fund by organizations or individuals to support educational development. The Robert ]. Bolger Scholarship and the Taro Research Foundation Scholarship were created as part of the NACDS Foundation Pharmacy Student Scholarship Program to support pharmacy student scholarships.

Scholarship Awards: A minimum of ten $2,000 scholarships will be awarded .

Eligibility : " The student applicant must be enrolled as a full-time pharmacy student in an accredited U.S. college or school of pharmacy. Student applicants must have completed at least one professional year of pharmacy school to apply. First year pharmacy students are not eligible to apply.

" The student applicant must have experience in chain community pharmacy, as well as the desire to pursue a career in chain community pharmacy. Experience may be current or recent employment in a chain community pharmacy. A chain community pharmacy is defined as a community retail pharmacy company with four or more stores.

" The student applicant must have a minimum "C" grade point average.

Family members of the NACDS Foundation Board of Directors or officers are ineligible. For a list of the Board of Directors and Officers, please visit the NACDS Foundation website at www.nacdsfoundation org.

Application Process: Deadline: Completed application materials must be postmarked by October 15, 2003. Faxed application materials will not be accepted.

To apply, please submit the following (the original, plus five stapled copies): 1 . Completed application form . Application form is located at www.nacdsfoundation.org. 2. Current resume or curriculum vitae 3 . A letter explaining your interest and career goals in chain community pharmacy practice (no more than two typewritten pages) 4. One letter of recommendation from your current or recent chain community pharmacy employer. This letter may be from the staff pharmacist, pharmacy manager, district manager, or regional manager.

Scholarship Evaluation Criteria : Scholarship evaluation criteria include: 1) the student's letter on career goals and interest in chain community pharmacy practice ; 2) the recommendation from the chain pharmacy employer; 3) the student's credentials, including leadership activities and professional and community involvement; and 4) chain community pharmacy experience.

Review and Selection Process: A team of reviewers will be used by the NACDS Foundation to evaluate the applications. Applicants will be notified in writing no later than December 12, 2003.

For questions regarding the NACDS Foundation Pharmacy Scholarship Program, contact: Nora Stelter, Pharm .D., Manager, Academic and Pharmacy Affairs 9 E-mail: nstelter@nacds .org NACDS Foundation Pharmacy Student Scholarship Program Application Form

A. Name : Social Security Number:

B. Current Address (While Attending School) :

Address :

City, State, Zip :

Daytime Phone : Evening Phone:

E-mail:

C. Permanent Address:

Address :

City, State, Zip :

Daytime Phone: Evening Phone:

E-mail:

D. Name of College/School of Pharmacy Attending :

E. Expected Date of Graduation (month/year):

F. I am currently enrolled in my year of a year pharmacy program.

G. Please sign the following statement: I certify that the information provided is true and that I am eligible to apply based upon the eligibility criteria for the NACDS Foundation Pharmacy Student Scholarship Program ("the Program"). I certify further that if I am awarded any scholarship pursuant to the Program, I will only use such funds to pay for, or offset, my costs of tuition or course-related expenses (required of all students). Further, I will make a report of how the scholarship funds have been used upon request. Applicant's Signature:

H. To be completed by the college or school of pharmacy faculty advisor or dean : The following student is in good academic standing and has a minimum "C" grade point average at the indicated college or school of pharmacy:

(Name of Student) (College or School of Pharmacy)

Name and Title of Faculty Advisor/Dean :

Faculty Advisory/Dean Signature:

Please mail the application materials postmarked by October 15, 2003 to : NACDS Foundation " Pharmacy Student Scholarship Program 413 North Lee Street e Alexandria, Virginia 22314 FOR IMMEDIATE RELEASE January 5, 2004

CONTACT Michelle McKenna 703) 837-4234

NACDS Foundation Awards 25 New Scholarships

NACDS Foundation, Taro Research Foundation and Barr Labs support future pharmacists with funds establishing annual scholarships

Alexandria, Va. - In a new scholarship program, the National Association of Chain Drug Stores

(NACDS) Foundation has awarded 25 scholarships to future leaders of chain community pharmacy. Twenty-one students will receive the NACDS Foundation Pharmacy Student

Scholarship. Four outstanding applicants received additional recognition ; with two deserving students receiving the Taro Research Foundation Scholarship and two the Robert J. Bolger

Scholarship . The scholarships will be awarded each December.

"We are very excited to offer scholarships designed to help students that have demonstrated interest in a career in chain community pharmacy," said Kurt Proctor, NACDS Foundation president. "Continued industry support for these students is crucial to ensuring the industry's future. The Foundation looks forward to expanding this program and helping more students."

The scholarships attracted nearly 400 applicants from 77 schools of pharmacy. The Taro

Research Foundation Scholarships, established by a recent grant from the Taro Research

Foundation, was granted to Buu Chung of Long Island University Arnold and Marie Schwartz

College of Pharmacy and Anna Nguyen of the University of School of Pharmacy.

Kimberly Terhune of the University of College of Pharmacy and Kelly Waiters of the

University of at Austin College of Pharmacy received the Robert J. Bolger Scholarship, donated by Barr Laboratories and named for its former board member and past NACDS president.

"As a student who wants to pursue a career in chain community pharmacy, I truly appreciate this support," said Taro Scholarship recipient Buu Chung of Long Island University. "I look forward to offering quality service to the community I will serve someday."

While the NACDS Foundation also sponsors scholarships through pharmacy schools, this is the

Foundation's first program providing assistance directly to the students who will someday lead the chain drug industry. To date, the Foundation has provided over 1 .1 million dollars in support to U.S. schools of pharmacy and students .

# # #

The NACDS Foundation is the education, research, and charitable affiliate of the National Association of Chain Drug Stores. Through educational and research initiatives, the NACDS Foundation supports programs that advance the chain pharmacy industry for the benefit of the public it serves. In addition to its own initiatives, the NACDS Foundation supports other educational and charitable causes across the country. NACDS Foundation EIN :51-0144922 2003 Form 990PF Schedule III

Part XV, Line 2b - Form of Applications

Proposals for grant support should be sent to:

Ms. Sandra Jung Secretary NACDS Foundation P.O. Box 1417-D49 Alexandria, VA 22313-1480 Telephone: (703) 549-3001 during regular business hours

Part XV, Line 2c - Submission Deadlines

Grant awards are considered at the NACDS Foundation Board of Directors Annual Meeting in April of each year, or as determined by the Officers of the Foundation.

Part XV, Line 2d - Limitations on Awards

The NACDS Foundation, Inc. is a qualified tax-exempt organization under IRS code section 501(c)(3). The Foundation provides support to individuals as scholarships and orgamzarions consistent with its mission. The Foundation's charitable support is further defined by The NACDS Foundation Philanthropic Strategy and Guidelines. NHCDS Fdundation EfN:51-0144922 2003 Form 990PF SchRdule IV

Part XV . Line 3a - Grants & Contributions Paid During the Year Part A - Scholarship awards made by the NACDS Foundation

Organizational Name & Address Status Purpose Amount Date

American Foundation Pharm. Education 501(C)(3) org Provide Financial Assistance to Students $ 23,750 07/31/03 One Church Street, Suite 202 Interested m a Career m Retail Pharmacy Rockville, MD 20850

Albany College of Pharmacy Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Albany, NY 12208

Auburn University Educational Provide Financial Assistance to Students $ 2,500 05/08/03 School of Pharmacy Institution Interested m a Career in Retail Pharmacy Auburn, AL 36849-5501

Butler University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Indianapolis, IN 46208

Campbell University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Bwes Creek, NC 27506

Creighton University Educational Provide Financial Assistance to Students $ 10,000 05/08/03 School of Pharmacy Institution Interested m a Career in Retail Pharmacy Omaha, NE 68178

Drake University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy Institution Interested in a Career m Retail Pharmacy Des Moines, IA 50311505

Duquesne University Educational Provide Financial Assistance to Students $ 1,500 05/08/03 Mylan School of Pharmacy Institution Interested m a Career m Retail Pharmacy New York, NY 10001

Ferns State University Educational Provide Financial Assistance to Students $ 1,500 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Big Rapids, MI 49307-2740

Flonda A & M University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy, Syson Bldg Institution Interested in a Career in Retail Pharmacy Tallahassee, FL 32307-3800

Hampton University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Hampton, VA 23668

Howard University Educational Provide Financial Assistance to Students $ 20,000 05/08/03 College of Pharmacy Institution Interested m a Career in Retail Pharmacy Washington, DC 20059

Idaho State University Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Pocatello, m 83209-8288

Lake Ene College of Osteopathic Educational Provide Financial Assistance to Students $ 1,000 05/08/03 Medicine School of Pharmacy Institution Interested m a Career m Retail Pharmacy Ene, PA 16509-1025

Loma Linda University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested in a Career m Retail Pharmacy Loma Linda, CA 92350-0001

Page 1 of 7 PIACDS Foundation EIN:51.0144922 2003 Form 990PF SghedulelV

Part XV . Line 3a - Grants & Contributions Paid During the Year Part A - Scholarship awards made by the NACDS Foundation

Organizational Name & Address Status Purpose Amount Date Long Island University Educational Provide Financial Assistance to Students $ 5,000 05/08/03 College of Pharmacy Institution Interested m a Career in Retail Pharmacy Brooklyn, NY 11201

Massachusetts College Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy - Boston Institution Interested m a Career m Retail Pharmacy Boston, MA 02115-5896

Massachusetts College Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy - Worcester Institution Interested m a Career m Retail Pharmacy Worcester, MA 02115-5896

Medical University-South Carolina Educational Provide Financial Assistance to Students $ 2,500 05/08/03 College of Pharmacy Institution Interested m a Career in Retail Pharmacy Charleston, SC 29425-2301

Mercer University Southern Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career in Retail Pharmacy Atlanta, GA 30341155

Midwestern University -Glendale Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Glendale, AZ 85308

Midwestern University Educational Provide Financial Assistance to Students $ 1,500 05/08/03 Chicago College of Pharmacy Institution Interested m a Career m Retail Pharmacy Downers Grove, Q, 60515

Nevada College of Pharmacy Educational Provide Financial Assistance to Students $ 1,500 05/08/03 Las Vegas, NV 89119 Institution Interested m a Career m Retail Pharmacy

North Dakota State University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Fargo, ND 58105-5055

Northeastern University Educational Provide Financial Assistance to Students $ 1,500 05/08/03 Bouve College of Pharmacy Institution Interested m a Career m Retail Pharmacy Boston, MA 02115

Nova Southeastern University Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy Institution Interested in a Career m Retail Pharmacy Fort Lauderdale, FL 33328

Ohio Northern University Educational Provide Financial Assistance to Students $ 1,500 05/08/03 Raabe College of Pharmacy Institution Interested m a Career m Retail Pharmacy Ada, OH 45810

Ohio State University Educational Provide Financial Assistance to Students $ 7,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Columbus, OH 43210-1291

Oregon State University Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Corvallis, OR 97331-3507

Palm Beach Atlantic College Educational Provide Financial Assistance to Students $ 2,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy West Palm Beach, FL 33416708

Purdue University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy West Lafayette, IN 47907-1330

Page 2 of 7 NACDS Rouadation EIN:51-0144922 2003 Form 990PF Schedule IV

Part XV. Line 3a - Grants & Contributions Paid During the Year Part A - Scholarship awards made by the NACDS Foundation

Organizational Name & Address Status Purpose Amount Date Samford University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Birmingham, AL 35229

Shenandoah University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Winchester, VA 22601

South Dakota State University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Srookmgs, SD 57007-0099

Southwestern State Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Weatherford, OK 73096

St Johns University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy Institution Interested in a Career m Retail Pharmacy Jamaica, NY 11439

St Louis College of Pharmacy Educational Provide Financial Assistance to Students $ 1,500 05/08/03 St Lows, MO 63110-1088 Institution Interested m a Career m Retail Pharmacy

Temple University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Philadelphia, PA 19140

Texas Southern University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career in Retail Pharmacy Houston, TX 77004

The Emest Mano School of Pharmacy of Educational Provide Financial Assistance to Students $ 1,000 05/08/03 Rutgers, The State University of NJ Institution Interested m a Career m Retail Pharmacy Piscataway, NJ 08854-8020

Texas Tech University Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested in a Career m Retail Pharmacy Amarillo, TX 79106

University of Arizona Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career in Retail Pharmacy Tucson, AZ 85721

University of Arkansas Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Little Rock, AR 72205-7122

University at Buffalo, State Unrv of NY Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Amherst, NY 14260-1200

University of California San Francisco Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy San Francisco, CA 94143-0446

University ofCalifornia San Diego Educational Provide Financial Assistance to Students $ 1,000 05/08/03 Pharmacy and Pharmaceutical Sciences Institution Interested m a Career m Retail Pharmacy [.a Jolla, CA92093-0657

University of Cincinnati Educational Provide Financial Assistance to Students $ 1,500 05/08/03 Med Center, College of Pharmacy Institution Interested m a Career in Retail Pharmacy Cincinnati, OH 45267-0004

Page 3 of 7 nACDS Foundation EIrr:si-aiaa9z2 2003 Form 990PF Schedule IV

Part XV . Line 3a - Grants & Contributions Paid DunnR the Year Part A - Scholarship awards made by the NACDS Foundation

Organizational Name & Address Status Purpose Amount Date

University of Colorado Educational Provide Financial Assistance to Students $ 1,500 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Denver, CO 80262-0238

University of Connecticut Educational Provide Financial Assistance to Students $ 1,500 05/08/03 School of Pharmacy Institution Interested in a Career m Retail Pharmacy Stows, CT 06269-2092

University of Florida Educational Provide Financial Assistance to Students $ 2,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Gamsville, FL 32610-0484

University of Georgia Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy Institution Interested in a Career m Retail Pharmacy Athens, GA 30602-2351

University of Houston Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy Institution Interested m a Career in Retail Pharmacy Houston, TX 77204-5511

University of Q., @ Chicago Educational Provide Financial Assistance to Students $ 7,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Chicago, IL 60612-7230

University of Iowa Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Iowa City, IA 52242-1112

University of Kansas Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested in a Career m Retail Pharmacy Lawrence, KS 66045-2500

University of KY College of Pharmacy Educational Provide Financial Assistance to Students $ 1,500 05/08/03 Pharmacy Building Institution Interested m a Career in Retail Pharmacy Lexington, KY 40536-0082

University of at Monroe Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Monroe, LA 71209-9000

University of Maryland Educational Provide Financial Assistance to Students $ 1,500 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Baltimore, MD 21201-1180

University of Michigan Educational Provide Financial Assistance to Students $ 5,000 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Mn Arbor, MI 48109-1065

University of Minnesota Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Minneapolis, MN 55455-0343

University of Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy University, MS 38677-9814

University of Missouri @ KC Educational Provide Financial Assistance to Students $ 1,500 05/08/03 School of Pharmacy Institution Interested in a Career m Retail Pharmacy Kansas City, MO 64110-2499

University of Montana Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy

Page 4 of 7 NACDS Fdundation EIN:51-0144922 2003 Form 990PF Schedule IV

Part XV . Line 3a - Grants & Contributions Paid During the Year Part A - Scholarship awards made by the NACDS Foundation

Organizational Name & Address Status Purpose Amount Date Missoula, MT 59812-1512

Page 5 of 7 NACDS Foundation E114 :51-044922 2003 Form 990PF Schedule IV

Part XV. Line 3a - Grants & Contributions Paid During the Year Part A - Scholarship awards made by the NACDS Foundation

Organizational Name & Address Status Purpose Amount Date

University of Nebraska Educational Provide Financial Assistance to Students $ 1,000 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Omaha, NE 68198-6000

University of New Mexico Educational Provide Financial Assistance to Students $ 2,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Albuquerque, NM 87131-1066

University of North Carolina Educational Provide Financial Assistance to Students $ 1,500 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Chapel Hill, NC 27599-7360

University of Oklahoma Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy Institution Interested m a Career in Retail Pharmacy Oklahoma City, OK 73190-5040

University of the Pacific Educational Provide Financial Assistance to Students $ 1,500 05/08/03 Thomas J. Long School of Pharmacy Institution Interested m a Career m Retail Pharmacy Stockton, CA 95211 -0l 10

University of Pittsburgh Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career in Retail Pharmacy Pittsburgh, PA 15261

University of Puerto Rico Educational Provide Financial Assistance to Students $ 1,000 05/08/03 School of Pharmacy Institution Interested m a Career in Retail Pharmacy San luan,PR 00936-5067

University of Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy Institution Interested m a Career in Retail Pharmacy Kingston, RI 02881-0809

University of the Sciences Educational Provide Financial Assistance to Students $ 2,500 05/08/03 Philadelphia College of Pharmacy Institution Interested m a Career in Retail Pharmacy Philadelphia, PA 19104-4495

University of South Carolina Educational Provide Financial Assistance to Students $ 1,500 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Columbia, SC 29208

University of Southern CA Educational Provide Financial Assistance to Students $ 5,000 05/08/03 School of Pharmacy Institution Interested m a Career m Retail Pharmacy Los Angeles, CA 90033-1086

University of Tennessee Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Memphis, TN 38163

University of Texas Educational Provide Financial Assistance to Students $ 2,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Austin, TX 78712-1074

University of Toledo Educational Provide Financial Assistance to Students $ 2,500 05/08/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Toledo, OH 43606-3390

University of Toledo Educational Provide Financial Assistance to Students $ 1,000 10/30/03 College of Pharmacy Institution Interested m a Career m Retail Pharmacy Toledo, OH 43606-3390

Page 6 of 7 NACDS Foundation EIN:51-0144922 2003 Form 990PF Schedule IV

Part XV . Line 3a - Grants & Contributions Paid During the Year Part A - Scholarship awards made by the NACDS Foundation

Organizational Name & Address Status Purpose Amount Date

University of Utah Educational Provide Financial Assistance to Students $ 1,500 05/08/03 College of Pharmacy Insulation Interested m a Career m Retail Pharmacy Salt Lake City [1T 84112-5820

University of Washington $ 1,000 05/08/03 School of Pharmacy Educational Provide Financial Assistance to Students Seatle, WA 98195-7631 Institution Interested m a Career in Retail Pharmacy

University of Wiscon-Madison $ 1,000 05/08/03 School of Pharmacy Educational Provide Financial Assistance to Students Madison, WI 53706 Institution Interested in a Career m Retail Pharmacy

University of Wyoming $ 1,000 05/08/03 School of Pharmacy Educational Provide Financial Assistance to Students Laramie, WY 82071-3375 Institution Interested m a Career m Retail Pharmacy

Virginia Commonwealth University $ 1,500 05/08/03 School of Pharmacy-MCV Campus Educational Provide Financial Assistance to Students Richmond, VA 23298-0581 Institution Interested m a Career in Retail Pharmacy

Washington State University $ 1,000 05/08/03 College of Pharmacy Educational Provide Financial Assistance to Students Pullman, WA 99164-6510 Institution Interested in a Career m Retail Pharmacy

Wayne State University $ 1,500 05/08/03 College of Pharmacy Educational Provide Financial Assistance to Students Detroit, MI 48202-3489 Institution Interested m a Career in Retail Pharmacy

West Virginia University $ 10,000 05/08/03 School of Pharmacy Educational Provide Financial Assistance to Students Morgantown, WV 26506-9500 Institution Interested m a Career m Retail Pharmacy

Western University of Health Science $ 1,000 05/08/03 College of Pharmacy Educational Provide Financial Assistance to Students Pomona, CA 91766-1854 Institution Interested m a Career in Retail Pharmacy

Wilkes University $ 1,000 05/08/03 School of Pharmacy Educational Provide Financial Assistance to Students WiIkes Barre, PA 18766 Institution Interested in a Career in Retail Pharmacy

Xavier University $ 1,500 05/08/03 College of Pharmacy Educational Provide Financial Assistance to Students New Orleans, LA 70125 Institution Interested in a Career m Retail Pharmacy

$ 201,750

Page 7 of 7 NACDS Foundation EIN :51-0444922 2003 Form 990PF Schedule N

Part XV, Line 3a - Grants & Contributions Paid During the Year Part A - Scholarship awards made by the NACDS Foundation

Organizational Name & Address Status Purpose Amount Date

Gregory Choi Individual, Provide Scholarship to the Individual $ 500 03/26/03 372 Fairfield Road no relation Stows, CT 06269-2092

Dr Catherine A Elstad Individual, Provide Scholarship to the Individual $ 500 03/26/03 P O Box 646534 no relation Pullman, WA 99164-6534

Ronald D Hertz Individual, Provide Scholarship to the Individual $ 1,500 03/26/03 63 Daleview Drive no relation Westerville, OH 43081

Craig A Pedersen Individual, Provide Scholarship to the Individual $ 500 03/26/03 7160 Lakebrook Blvd no relation Columbus, OH 43235

Sokpoleak So Individual, Provide Scholarship to the Individual $ 500 03/26/03 20 Golden Hill Street no relation Bethel, CT 06801

Jamie Summer-Morgan Individual, Provide Scholarship to the Individual $ 1,000 03/26/03 1405 NE Merman #D-357 no relation Pullman, WA 99163

Annik Carrier Individual, Provide Scholarstup to the Individual $ 2,000 12/11/03 7 Sunset Ridge no relation Burlington, CT 06013

Michelle Catalano Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 127 Stonegate Road no relation Buffalo Grove, IL 60089

Jaime Chew Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 5335 Rockwood Circle no relation Stockton, CA 95219

Buu Chung Individual, Provide Scholarship to the Individual $ 2,500 12/11/03 172 Locksley Avenue #6 no relation San Francisco, CA 94122

Sarah Connell Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 359 Humston Drive no relation Lawrenceburg, KY 40342

Temlle D. Cowart Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 2250 Stace Street no relation Idaho Falls, ID 83401

Megan Dnnnan Individual, Provide Scholarship to the Individual $ 2,000 12/1 1 /03 1502 W Polk # l F no relation Chicago, IL 60612

Caridad Ferree Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 4314 NW 41st Lane no relation Gamesville, FL 32606

Mark Freebery Individual, Provide Scholarship to the Individual $ 2,000 12/11/03

Page 1 of 3 NACDS Foundation EIN:51-0144922 2003 Form 990PF Schedule N

Part XV, Line 3a - Grants & Contributions Paid During the Year Part A - Scholarship awards made by the NACDS Foundation

Organizational Name & Address Status Purpose Amount Date 203 Saturn Drive no relation Newark, DE 19711

Heather Harden Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 5307 S W 8th Street no relation Gamesvdle, FL 32601

Soma Hrtchman Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 366 Moms Street no relation Albany, N1' 12208

Mary Hopple Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 413 SE 8th Street no relation Gamesville, FL 32601

Sarah Johnson Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 4616 N. Pennsylvania Street no relation Indianapolis, IN 46205

Angela Kooker Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 P O Box 356 no relation Medma, ND 58467-0356

Amanda Lehenbauer Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 7000 West 69th Terrace no relation Overland Park, KS 66214

Erin K Miller Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 1800 Easdake Avenue E. #306 no relation Seattle, WA 98102

Jennifer Mourlam Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 749 W Benton Street #3 no relation Iowa City, 10 $ 2,500 12/11/03 Anna Nguyen Individual, Provide Scholarship to the Individual 8845 E Radcliff Avenue no relation Denver, CO 80237

Maria Pascua Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 3893 Pine Lake Circle no relation Stockton, CA 95219

Stephanie Stynchula Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 SMC 6751, 1345 Viclroy Street no relation Pittsburgh, PA 15219

Jill Tamgawa Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 1890 Alisar Avenue no relation Monterey Park, CA 91755

Kimberly Terhune Individual, Provide Scholarship to the Individual $ 2,500 12/11/03 11514 Seetwater Oaks Drive W no relation Jacksonville, FL 32223

Jessica Van Ingen Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 825 Crescent Drive no relation

Page 2 of 3 NACDS Foundation EIN :51-0144922 2003 Form 990PF Schedule IV

Part XV. Line 3a - Grants & Contributions Paid During the Year Part A - Scholarship awards made by the NACDS Foundation

Organizational Name & Address Status Puroose Amount Date Glenolden, PA 19036

Kelley Waiters Individual, Provide Scholarship to the Individual $ 2,500 12/11/03 401 Little Texas Lane #2033 no relation Austin, TX 78745

Dense Warehime Individual, Provide Scholarship to the Individual $ 2,000 12/11/03 505 Emily Lane no relation Winchester, VA 22602 TOTALS 56,500

Page 3 of 3 N'ACnS foundation EIN :51-0144922 2003 Form 990PF Schedule N

Part XV, Line 3a - Grants & Contributions Paid During the Year Part B - Charitable Contributions made by NACDS Foundation

Alexandria Public Schools 2,000 6/19/2003 Alexandra, VA 22302

Alexandria Education Partnership 300 12/17/2003 Alexandria, VA 22314

American Friends of the Hebrew Univ 15,000 5/15/2003 New York, NY 10021-0051

American Heart Association 5,000 11/14/2003 Annandale, VA 22003

America's Promise 100,000 5/15/2003 Alexandria, VA 22314-1556

Anti-Defamation League 35,000 5/15/2003 New York, NY 10017

APhA Foundation 1,200 5/15/2003 Washington, DC 20037-2985

Arnold and Mane Schwartz 25,000 5/15/2003 Brooklyn, NY 11201-5497

Best Friends Foundation 5,000 4/3/2003 Washington, DC 20008

Boy Scouts of America 2,500 6/19/2003 Bethesda, MD 20814 50,000 12/22/2003 52,500

Bryce Harlow Foundation 5,000 2/28/2003 Washington, DC 20006

Camp To Belong 25,000 4/17/2003 Highlands Ranch, CO 80126 10,000 12/15/2003 35,000

Cancer Research and Prevention 5,000 7/24/2003 Alexandria, VA 22314 20,000 7/31/2003 25,000

Center For Strategic and International 20,000 6/12/2003 Washington, DC 20006

Chef Radits Healthcare Fund 2,000 4/3/2003 Palm Beach, FL 33480

Children's Research Institute 5,000 4/3/2003 McLean, VA 22101

Page I of 4 NXCE)S FSundation EIN :51-0144922 2003 Form 990PF Schedule IV

Part XV, Line 3a - Grants & Contributions Paid Dunnp, the Year Part B - Charitable Contributions made by NACDS Foundation

Cystic Fibrosis Foundation 5,000 1/28/2003 Bethesda, MD 20814-5288

Foundation for Public Affairs 500 5/15/2003 Washington, DC 20006

Guillain-Barre Syndrome 10,000 6/26/2003 Wynnewood, PA 19096

Hadley's Park 15,000 5/15/2003 Rockville, MD 20852

Institute for Safe Medication Practices 5,000 12/22/2003 Huntington Valley, PA 19006

Iowa Retail Foundation 10,000 12/22/2003 Urbandale, IA 50322

Juvenile Diabetes Research Foundation 300 10/31/2003 Alexandra, VA 22314

Kennedy Center 18,000 7/29/2003 Washington, DC 20566 100,000 8/15/2003 118,000

Kennedy Centers Honors 1,500 11/14/2003 Washington, DC 20002

Kerr Cares for Kids Foundation 5,000 2/28/2003 Durham, NC 27713

Leukemia 8 Lymphoma Society 500 11/14/2003 Alexandria, VA 22314

Lombardi Cancer Center 5,000 7/31/2003 Washington, DC 20007

McLean Bible Church 500 11/14/2003 Arlington, VA 22207

Mount Vernon Ladies Assoc. 2,500 7/1612003 Washington, DC 20005

National Breast Cancer Coalition 2,500 7/31/2003 Washington, DC 20036

National Chamber Foundation 10,000 2/4/2003 Washington, DC 20062

National Coalition for Cancer Survivorsh 5,000 2/28/2003 McLean, VA 22101

National Colorectal Cancer Reseach 100,000 5/15/2003 Studio City, CA 91604

Page 2 of 4 NXCD5 Foundation EIN :51-044922 2003 Form 990PF Schedule IV

Part XV, Line 3a - Grants & Contnbuhons Paid During the Year Part B - Charitable Contnbuhons made by NACDS Foundation

National Consumers League 7,500 1/23/2003 Washington, DC 20006

National Minority Health Month, Inc. 2,600 3/13/2003 Washington, DC 20004

National Organization for Rare Disorders 1,500 3/20/2003 Danbury, CT 06813

National Women in the Arts 15,000 1/1/2003 Washington, DC 20013

NCPIE 750 11/20/2003 Bethesda, MD 20814

NISPC 20,000 12/15/2003 Alexandria, VA 22314

Partnership for a Drug-Free American 10,000 7/24/2003 New York, NY 10174

PMC-Jimmy Fund 300 7/9/2003 Cohasset, NY 02025

Poison Prevention Week Council 1,000 7/31/2003 Washington, DC 20013 5,000 12/22/2003 6,000

Save the Children 2,000 1/9/2003 Washinton, DC 20007

Smithsonian Craft Show 5,000 1/23/2003 Washington, DC 20013

South Dakota State Univ. Foundation 5,000 5/21/2003 Brookings, SD 57007

Stabler Leadbeater Apothecary Museum 500 7/31/2003 Alexandria, VA 22314

Sun Safety Alliance 50,000 12/31/2003 Alexandria, VA 22314

Swim Across America 300 6/26/2003 Larchmont, NY 10538

The American Jewish Committee 35,000 5/15/2003 New York, NY 10150

The Boys & Girls Clubs 80,000 7/10/2003 Silver Spring, MD 20910 10,000 12/10/2003 90,000

The Campagna Center 2,500 2/6/2003 Alexandra, VA 22314 2,500 4/3/2003 5,000

Page 3 of 4 ACLA Foundation EIN:51-0144922 2003 Form 990PF Schedule IV

Part XV, Line 3a - Grants & Contributions Paid DunnR the Year Part B - Charitable Contributions made by NACDS Foundation

The Congressional Award 5,000 8/31/2003 Washington, DC 20013

The Foundation Fighting for Blindness 5,000 11/14/2003 Owings Mills, MD 21417

The University of Utah School on 1,000 4/3/2003 Salt Lake City, UT 84110

UMBF, Inc./Pharmacy Fund 1,000 4/10/2003 Baltimore, MD 21201

United Jewish Communities 20,000 5/15/2003 New York, NY 10113

US Capitol Historical Society 5,000 6/26/2003 Washington, DC 20002

Virginia Sheldon Jerome Foundation 5,000 9/11/2003 Washington, DC 20004

TOTALS for 2003 $ 927,750 .00

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