2019-11-11T15:01:56-06:00 2018-12-31 131655065 LUTZ AND CARR CPAS LLP 551 FIFTH AVENUE SUITE 400 NEW YORK NY 10176 990 2018-01-01 311734086 FRIENDS OF THE HIGH LINE INC FRIE 2122069922 820 WASHINGTON STREET NEW YORK NY 100141406 ROBERT HAMMOND EXECUTIVE DIRECTOR 2122069922 2019-11-07 1 MICHAEL WALLACE P00881958 2126972299 38.142.140.186 2019-11-07 14:08:37 ES P 7EE24DDEAA34AFAE9DF92C3D2672F42BD3DA974D 5113AD6B164773D5121634EC23FD61D36CB6A590 2018 2020-01-14 16:20:31Z ROBERT HAMMOND 820 WASHINGTON STREET NEW YORK NY 100141406 51169000 0 X WWW.THEHIGHLINE.ORG X 2000 NY FRIENDS OF THE HIGH LINE IS A NON-PROFIT PARK CONSERVANCY RESPONSIBLE FOR MAINTAINING AND OPERATING AN EXTRAORDINARY PUBLIC SPACE ON THE HIGH LINE. THE HIGH LINE IS A 1.45-MILE ELEVATED FREIGHT RAIL LINE TRANSFORMED INTO A PUBLIC PARK ON MANHATTAN'S WEST SIDE. 36 35 230 217 43426 87137 15600000 13212000 1846000 1654000 2374000 4298000 2843000 1695000 22663000 20859000 843000 4315000 0 0 10406000 11197000 248000 159000 2666000 18756606 7584000 30253606 23255000 -7590606 -2396000 99596000 91906000 2178000 3633000 97418000 88273000 X FRIENDS OF THE HIGH LINE WORKS TO BUILD AND MAINTAIN AN EXTRAORDINARY PUBLIC SPACE ON THE HIGH LINE. WE SEEK TO PROTECT THE ENTIRE HISTORIC STRUCTURE, TRANSFORMING AN ESSENTIAL PIECE OF NEW YORK'S INDUSTRIAL PAST AND INSPIRING NEW WAYS OF THINKING ABOUT THE CITY, PARKS, PUBLIC SPACE, PRESERVATION, AND COMMUNITY. WE PROVIDE VIRTUALLY ALL OF THE HIGH LINE'S ANNUAL OPERATING BUDGET AND ARE RESPONSIBLE FOR THE MAINTENANCE OF THE PARK, PURSUANT TO A LICENSE AGREEMENT WITH THE NEW YORK CITY DEPARTMENT OF PARKS & RECREATION. THROUGH EXCELLENCE IN OPERATIONS, STEWARDSHIP, INNOVATIVE PROGRAMMING, AND WORLD-CLASS DESIGN, WE SEEK TO ENGAGE THE VIBRANT AND DIVERSE COMMUNITY ON AND AROUND THE HIGH LINE. 0 0 3749000 275000 HIGH LINE PLANNING, CONSTRUCTION AND CAPITAL REPAIRS:IN 2018, FRIENDS OF THE HIGH LINE ("FHL") CONTINUED TO WORK ON SEVERAL LARGE-SCALE CAPITAL CONSTRUCTION PROJECTS, ADVANCED THE DESIGN PHASES FOR ADDITIONAL LARGE-SCALE PROJECTS, AND COMPLETED A VARIETY OF CAPITAL IMPROVEMENTS ON THE EXISTING HIGH LINE. CONSTRUCTION ON PHASE II OF SECTION 3 BEGAN IN THE SPRING OF 2017. MANY SIGNIFICANT COMPONENTS OF THE PROJECT WERE STARTED IN 2018, INCLUDING SIGNIFICANT CIP WALKING SURFACES, LARGE SCALE PLANTING ZONES, LIGHTING INSTALLATIONS AND INSTALLATION OF THE STRUCTURE TO SUPPORT THE ART PLINTH ON THE SPUR. OTHER KEY AREAS OF THE PROJECT WERE STARTED, INCLUDING THE EAST AND WEST STAIRS LEADING TO THE SPUR. CONSTRUCTION WILL CONTINUE THROUGH SPRING OF 2019. THIS IS THE LAST PIECE OF THE HIGH LINE CURRENTLY NOT ACCESSIBLE TO THE PUBLIC AND IS SCHEDULED TO OPEN IN MID-2019.FHL FINALIZED DESIGN FOR THE 18TH STREET PLAZA, THE FIRST STREET-LEVEL PARK SPACE CONNECTED TO THE HIGH LINE. CONSTRUCTION IS SCHEDULED TO BEGIN IN 2020.FHL STARTED AND COMPLETED MANY CRITICAL CAPITAL PROJECTS ON BOTH THE HIGH LINE AND AT THE HIGH LINE HEADQUARTERS ("HLHQ") BUILDING AT 820 WASHINGTON STREET. THESE PROJECTS INCLUDED AN EXTENSIVE REDESIGN AND REBUILD OF THE BRIDGE BETWEEN THE HLHQ BUILDING AND THE HIGH LINE ITSELF, SIGNIFICANT REPAIRS TO AND REPAINTING OF THE STAIRS AT 26TH AND 28TH STREETS ON THE HIGH LINE, REPAIRS TO THE 16TH STREET ELEVATOR AND REPLACEMENT OF GATES/FENCING AT 34TH STREET FOLLOWING AN AUTO COLLISION. FOLLOWING A SUCCESSFUL ZONING TEXT CHANGE IN 2017, WHICH ALLOWED US TO MODIFY THE REQUIREMENTS FOR AN ADJACENT DEVELOPMENT TO INCLUDE SUPPORT SPACE FOR THE PARK, CONSTRUCTION BEGAN (BY OTHERS) ON THAT BUILDING AND THAT SUPPORT SPACE IN 2018 AND IS EXPECTED TO BE READY FOR USE IN EARLY 2020. 4415000 588000 HIGH LINE OPERATIONS:IN 2018, FHL SUCCESSFULLY OPERATED AND MAINTAINED SECTIONS 1, 2, AND 3 OF THE PARK, FROM GANSEVOORT STREET TO WEST 34TH STREET. FHL CONTINUED TO FOCUS ON MAINTENANCE, CLEANLINESS AND SAFETY OF THE 1.45 MILE PARK TO ENHANCE THE SUPERLATIVE AND WORLD-CLASS VISITOR EXPERIENCE FOR APPROXIMATELY 7.5 MILLION PEOPLE. THIS WORK ENHANCED SAFETY INITIATIVES THAT INVOLVED A CLOSER COLLABORATION WITH LOCAL POLICE PRECINCTS AS WELL AS ADJACENT ORGANIZATIONS, INCLUDING COLLABORATIVE TABLE TOP DRILLS. THE HORTICULTURE TEAM MANAGED THE GARDENS BY PLANTING OVER 5,000 PERENNIALS, 4,100 BULBS, AND 8 SHRUBS. ALL PLANT MATERIALS WERE COMPOSTED ON-SITE AND WERE THE EXCLUSIVE COMPOST ADDED TO THE GARDENS, THUS ACHIEVING A FULLY SELF-SUSTAINABLE LANDSCAPE SYSTEM. THE FACILITIES TEAM OPERATED AND MAINTAINED ALL THE MECHANICAL, ELECTRICAL, AND PLUMBING FEATURES OF THE PARK AND HLHQ. THE CUSTODIAL SERVICES TEAM REMOVED OVER 123 TONS OF GARBAGE, AND 55 TONS OF RECYCLING, MAINTAINED CLEAN RESTROOMS YEAR-ROUND, AND POWER WASHED THE HIGH LINE DURING THE SUMMER MONTHS. 7991000 4315000 550000 PROGRAMMING, ART AND EDUCATION:FHL WELCOMED OVER 40,000 VISITORS TO OVER 350 SCHEDULED PROGRAMS AND ACTIVITIES. FHL HOSTED A SIX DAY EVENT CALLED THE "MILE LONG OPERA" THAT INCLUDED SIX NONPROFIT PARTNERS, 38 CHOIRS, WITH 1000 SINGERS AND OVER 10,000 ATTENDEES. FHL HAD OVER 7,500 PARTICIPANTS AT OUR CULTURAL PERFORMANCES AND PUBLIC PROGRAMS, OF WHICH MORE THAN 80% WERE NEW YORKERS. PROGRAMS FOR CHILDREN SERVED OVER 20,500 KIDS AND CAREGIVERS FROM APRIL THROUGH OCTOBER, THROUGH MONTHLY FAMILY PROGRAMMING, INCLUDED PERFORMANCES AND ART-MAKING ACTIVITIES. FHL LED OVER 100 GUIDED FIELD TRIPS, SERVING OVER 4,000 ADULTS AND CHILDREN. THE HIGH LINE TEEN PROGRAM PROVIDED EMPLOYMENT FOR 30 LOCAL TEENAGERS AND ENGAGED OVER 1,600 NEW YORK CITY YOUTH THROUGH TWO TEEN NIGHT EVENTS. FHL ALSO WORKED WITH 200+ VOLUNTEERS WHO SUPPORTED THE ORGANIZATION THROUGH 4,000 HOURS AS DOCENTS, GREETERS, HORTICULTURAL ASSISTANTS, PLAY PARTNERS, AMBASSADORS AND PHOTOGRAPHERS.FHL COMMISSIONED AND EXHIBITED MORE THAN 37 ART PROJECTS, INCLUDING 7 VIDEO PROGRAMS, 3 ART PERFORMANCES, AND 15 MAJOR COMMISSIONS, WHICH IT HELPED, FABRICATE AND INSTALL, ON THE HIGH LINE. THE ART DEPARTMENT BEGAN WORK ON THE SCULPTURE THAT WILL BE INSTALLED IN NEW SECTION OF THE HIGH LINE CALLED THE SPUR, TO BE INSTALLED IN 2019. FURTHERMORE, FHL SOLIDIFIED PARTNERSHIPS WITH OTHER NYC ART NON-PROFIT ORGANIZATIONS, PARTICIPATING IN A FESTIVAL EXHIBITION WITH 13 OTHER NON-PROFIT ORGANIZATIONS AND REALIZING A PERFORMANCE IN COLLABORATION WITH THE WHITNEY MUSEUM OF AMERICAN ART. FHL CONTINUED ITS WORK ON THE HIGH LINE NETWORK, A GROUP OF INFRASTRUCTURE REUSE PROJECTS-AND THE PEOPLE WHO ARE HELPING THEM COME TO LIFE. FHL CONTINUED ITS WORK WITH NETWORK MEMBERS TO DRAFT AN EQUITABLE IMPACT FRAMEWORK, AND BEST PRACTICES TOOLKIT, RESOURCES INTENDED TO HELP MEMBERS IMPLEMENT A MORE RIGOROUS ASSESSMENT OF THE ECONOMIC, SOCIAL AND ENVIRONMENTAL CONSEQUENCES THEY ARE CREATING. SECONDLY, FHL IN-PERSON CONVENING - IN NEW YORK CITY FOR STAFF MEMBERS OF LOCAL NETWORK PROJECTS, AND ONE IN ATLANTA FOR SENIOR LEADERS. 2135000 669574 RETAIL, VENUE RENTALS AND CONCESSIONS, EXPENSES 2135000 669574 18290000 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 0 1 0 0 0 0 0 0 1 1 0 0 1 0 1 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 1 199 0 230 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 36 35 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY CT NJ X THE ORGANIZATION 2122069922 820 WASHINGTON STREET NEW YORK NY 100141406 ROBERT HAMMOND CO-FOUNDER & EXECUTIVE DIRECTOR 40.00 X X 482325 0 6665 CATHERINE C MARRON CHAIR (THROUGH 5/23/18) 5.00 X X 0 0 0 MARIO J PALUMBO JR CHAIR (AS OF 5/24/18) 3.00 X X 0 0 0 SUSAN VINIAR VICE CHAIR 3.00 X X 0 0 0 JASON STEWART TREASURER 3.00 X X 0 0 0 PETER S WILSON SECRETARY 3.00 X X 0 0 0 PHILIP E AARONS FOUNDING CHAIR 1.00 X 0 0 0 KAREN HERSKOVITZ ACKMAN MEMBER 1.00 X 0 0 0 JENNIFER ALLAN SOROS MEMBER 1.00 X 0 0 0 JOHN H ALSCHULER JR EMERITUS CHAIR 1.00 X 0 0 0 BRUCE A BEAL JR MEMBER 1.00 X 0 0 0 JOHN BLONDEL MEMBER 1.00 X 0 0 0 AMANDA M BURDEN MEMBER 1.00 X 0 0 0 URSULA M BURNS MEMBER 1.00 X 0 0 0 JAMES CAPALINO MEMBER 1.00 X 0 0 0 SHARON DAVIS MEMBER 1.00 X 0 0 0 KRISTEN M DICKEY MEMBER 1.00 X 0 0 0 LISA MARIA FALCONE MEMBER 1.00 X 0 0 0 ELLEN FITZSIMMONS MEMBER 1.00 X 0 0 0 ALEXANDRE VON FURSTENBERG MEMBER 1.00 X 0 0 0 GARY HANDEL MEMBER 1.00 X 0 0 0 JEFFREY HARRIS MEMBER 1.00 X 0 0 0 HERMINE RIEGERL HELLER MEMBER 1.00 X 0 0 0 J TOMILSON HILL MEMBER 1.00 X 0 0 0 SANDRA JACKSON-DUMONT MEMBER 1.00 X 0 0 0 WENDY KEYS MEMBER 1.00 X 0 0 0 JANE LAUDER MEMBER 1.00 X 0 0 0 HEATHER MCDOWELL LEVIN MEMBER 1.00 X 0 0 0 GIFFORD MILLER MEMBER 1.00 X 0 0 0 SARAH MIN MEMBER 1.00 X 0 0 0 ACKNEIL M MULDROW III MEMBER 1.00 X 0 0 0 DONALD R MULLEN JR MEMBER 1.00 X 0 0 0 MICHAEL PHILLIPS MEMBER 1.00 X 0 0 0 STEVEN RUBENSTEIN MEMBER 1.00 X 0 0 0 MITCHELL SILVER FAICP MEMBER 1.00 X 0 0 0 ELIZABETH W SMITH MEMBER 1.00 X 0 0 0 JON STRYKER MEMBER 1.00 X 0 0 0 DARREN WALKER MEMBER 1.00 X 0 0 0 JOANNE WILSON MEMBER 1.00 X 0 0 0 BRONSON VAN WYCK MEMBER 1.00 X 0 0 0 CLAUDE JOHNSON CHIEF ADVANCEMENT OFFICER 40.00 X 356782 0 6531 RISE AYANA WILSON CHIEF PROGRAM OFFICER 40.00 X 178331 0 19030 MARK QUINN VP OF FINANCE & ASSISTANT TREASURER 40.00 X 150184 0 13585 GAIL BELTRONE CHIEF OPERATING OFFICER 40.00 X 132378 0 527 SANAYA KAUFMAN VICE PRESIDENT OF DEVELOPMENT 40.00 X 191994 0 18535 ADAM GANSER VICE PRESIDENT FOR PLANNING & DESIGN 40.00 X 163151 0 19890 CECILIA ALEMANI CURATOR AND DIRECTOR OF HL ART 40.00 X 154389 0 3000 RAY BAMIDELE OLADAPO-JOHNSON VICE PRESIDENT OF PARK OPERATIONS 40.00 X 138808 0 7352 MELISSA PARSOFF VICE PRESIDENT OF COMMUNICATIONS 40.00 X 141598 0 2963 2089940 0 98078 15 0 1 0 JAMES CORNER FIELD OPERATIONS 475 TENTH AVE 9TH FLOOR NEW YORK NY 10018 DESIGN 1267207 BITEFOOD LTD 126 UNDERCLIFF AVENUE EDGEWATER NJ 07020 EVENT CATERING 305690 SHANE STRATTON 1101 LATONA STREET PHILADELPHIA PA 19147 PLINTH ARTWORK FABRICATION 200000 SUSAN COURTEMANCHE 40 POWDER HORN HILL ROAD WILTON CT 06897 CONSULTING 129000 4 3563000 278000 9371000 685000 13212000 REPAIRS, MAINTENANCE AND IMPROVEM 713990 810000 810000 MILE LONG OPERA 713990 465000 465000 SUBLICENSING CONCESSION INCOME 713990 328000 328000 FIELD TRIPS AND WALKING TOURS 713990 51000 51000 1654000 1469000 1469000 1223000 0 1223000 1223000 1223000 31733000 28904000 2829000 2829000 2829000 1051000 3563000 1051000 0 741000 355000 386000 342574 43426 OTHER REVENUE 900099 86000 86000 86000 20859000 2082574 43426 5521000 4315000 4315000 1370000 599000 506000 265000 7944000 5913000 814000 1217000 161000 117000 19000 25000 1083000 784000 130000 169000 639000 449000 89000 101000 25000 25000 52000 10000 42000 159000 159000 145000 145000 1096000 663000 240000 193000 177000 106000 10000 61000 99000 78000 3000 18000 136000 106000 23000 7000 356000 252000 68000 36000 255000 182000 17000 56000 59000 40000 9000 10000 HIGH LINE CONSTRUCTION 2836000 2836000 ART PRODUCTION 555000 555000 SUPPLIES 508000 381000 43000 84000 REPAIRS & MAINTENANCE 407000 403000 2000 2000 878000 501000 114000 263000 23255000 18290000 2299000 2666000 3680000 1905000 1902000 480000 25315000 23624000 252000 506000 214000 161000 1366000 917000 556000 449000 60610000 57881000 7067000 6900000 99596000 91906000 1812000 2335000 231000 1142000 135000 156000 2178000 3633000 X 62232000 55910000 29343000 26520000 5843000 5843000 97418000 88273000 99596000 91906000 -2396000 -6749000 0 X X 0 1 X 1 0 X 16812986 18102479 14168068 15600000 13212000 77895533 16812986 18102479 14168068 15600000 13212000 77895533 8004977 69890556 738409 2290195 3709622 3404000 2692000 12834226 2449 12976 15425 90745184 10521319 0.77020 0.70760 X 0 1 0 0 0 0 1 3395 0 0 3395 0 PART II-B, LINE 1: IN 2018, FHL STAFF ENGAGED IN LOBBYING ACTIVITIES WITH REPRESENTATIVES FROM VARIOUS NYC AND NYS AGENCIES REGARDING HIGH LINE MAINTENANCE AND OPERATIONS, HIGH LINE PROGRAMMING, COMMUNITY RELATIONS AND ENGAGEMENT, AND SOLICITATION OF FUNDS. 49168000 62000 -2938000 -1311000 44981000 40501183 3802000 5544817 680000 49168000 34829904 3505000 2166279 40501183 29668788 6283139 -546287 575736 34829904 22360974 7175000 455427 322613 29668788 0.86200 0.12900 0.00900 0 0 1056000 715000 341000 310000 202000 108000 449000 HEDGE FUNDS 3929000 F PRIVATE EQUITY FUNDS 2971000 F 6900000 REFUNDABLE DEPOSITS PAYABLE 23000 SECTION 457 RETIREMENT PLAN PAYABLE 133000 156000 14155000 -6749000 190000 -6559000 20714000 145000 145000 20859000 23300000 190000 190000 23110000 145000 145000 23255000 PART V, LINE 4: THE ENDOWMENT FOR SUSTAINABILITY IS USED TO SUPPORT THE OPERATIONS OF THE HIGH LINE INCLUDING, BUT NOT LIMITED TO, HORTICULTURE, MAINTENANCE, VISITOR SERVICES, PUBLIC PROGRAMS, PUBLIC ART COMMISSIONS, AND SCHOOL AND YOUTH PROGRAMS. THE HORTICULTURE AND STEWARDSHIP FUND IS USED TO SUPPORT THE HORTICULTURE CARE AND GENERAL MAINTENANCE OF THE PUBLIC PARK ON THE HIGH LINE. THE PUBLIC PROGRAMS FUND IS USED TO SUPPORT PUBLIC PROGRAMS ON THE PARK, INCLUDING THE HIGH LINE TEEN JOB PROGRAM, SCHOOL FIELD TRIPS, AND PUBLIC ART PROJECTS. THE BOARD DESIGNATED HIGH LINE FUND IS USED TO SUSTAIN THE PARK'S LONG-TERM MAINTENANCE AND OPERATIONS. X X X X X X 1 MKDM 612 EAST JEFFERSON STREET CHARLOTTESVILLE VA 22902 DIRECT RESPONSE STRATEGY COUNSEL 0 1067388 114000 953388 SUSAN COURTEMANCHE 40 POWDER HORN HILL ROAD WILTON CT 06897 GENERAL FUNDRAISING COUNSEL 0 0 45000 0 1067388 159000 953388 NY CT NJ BENEFIT DINNER 3325000 2542000 783000 368000 333000 15000 23000 ART DINNER 1172000 999000 173000 76000 84000 13000 1 117000 22000 95000 56000 76000 4000 3000 4614000 3563000 1051000 500000 493000 19000 39000 1051000 0 1 MILE LONG OPERA LLC 813060659 4315000 FMW FISCALLY SPONSORED ORGANIZATION 0 1 PART I, LINE 2: THE ORGANIZATION MONITORS THE USE OF GRANT FUNDS DISTRIBUTED BY REQUIRING THE RECIPIENT TO SUBMIT COMPLIANCE REPORTS ON THE 60TH DAY FOLLOWING JUNE 30TH AND DECEMBER 31ST OF EACH GRANT PERIOD YEAR. THE REPORTS INCLUDE A COMPLETE REPORT OF GRANTEE'S USE OF THE FUNDS, GRANTEE'S ACTIVITIES IN FURTHERANCE OF THE PROJECT AND AN UPDATED PROJECT BUDGET VERSUS ACTUAL REPORT. ADDITIONALLY ALL DISBURSEMENT REQUESTS, MUST INCLUDE A DETAILED INVOICE, A SUMMARY OF INTENDED USES OF DISBURSED FUNDS OVER THE PROCEEDING 90 DAY PERIOD AND AN UPDATE ON THE PROJECT BUDGET. X X X X X X 0 1 0 0 0 0 0 0 0 ROBERT HAMMOND CO-FOUNDER & EXECUTIVE DIRECTOR 463965 0 0 0 18360 0 3000 0 3665 0 488990 0 100000 0 CLAUDE JOHNSON CHIEF ADVANCEMENT OFFICER 356782 0 0 0 0 0 3000 0 3531 0 363313 0 0 0 RISE AYANA WILSON CHIEF PROGRAM OFFICER 178331 0 0 0 0 0 0 0 19030 0 197361 0 0 0 MARK QUINN VP OF FINANCE & ASSISTANT TREASURER 149066 0 1000 0 118 0 3000 0 10585 0 163769 0 0 0 SANAYA KAUFMAN VICE PRESIDENT OF DEVELOPMENT 190837 0 1000 0 157 0 3000 0 15535 0 210529 0 0 0 ADAM GANSER VICE PRESIDENT FOR PLANNING & DESIGN 161935 0 1000 0 216 0 3000 0 16890 0 183041 0 0 0 CECILIA ALEMANI CURATOR AND DIRECTOR OF HL ART 153257 0 1000 0 132 0 3000 0 0 0 157389 0 0 0 PART I, LINE 4B THE ORGANIZATION MAINTAINS A 457(B) DEFERRED COMPENSATION PLAN FOR CERTAIN ELIGIBLE EMPLOYEES. $18,360 OF DEFERRED COMPENSATION EXPENSE WAS INCURRED IN 2018 AND THAT AMOUNT WAS CONTRIBUTED TO ROBERT HAMMOND'S PLAN. VAN WYCK & VAN WYCK COMPANY OWNED BY BOARD MEMBER, BRONSON VAN WYCK 127200 RENTALS, DECOR, AND OTHER EXPENSES RELATED TO SPECIAL EVENTS 0 X 15 685000 FAIR MARKET VALUE 0 0 0 FORM 990, PART VI, SECTION A, LINE 2 TWO BOARD MEMBERS, PHILIP AARONS AND MARIO PALUMBO, ARE PARTNERS IN THE SAME FOR-PROFIT CORPORATION. A THIRD BOARD MEMBER, GARY HANDEL, PROVIDES SERVICES TO THEIR CORPORATION. FORM 990, PART VI, SECTION B, LINE 11B THE 990 IS PREPARED BY THE ORGANIZATION'S CONTROLLER AND REVIEWED BY THE CHIEF OPERATING OFFICER. THE 990 IS THEN FORWARDED TO THE ORGANIZATION'S ACCOUNTING FIRM FOR FINAL REVIEW. THE CONTROLLER PRESENTS THE 990 TO THE AUDIT AND FINANCE COMMITTEE OF THE BOARD. THE 990 IS THEN MADE AVAILABLE TO BOARD MEMBERS FOR REVIEW AT A BOARD MEETING BEFORE THE RETURN IS FILED. FORM 990, PART VI, SECTION B, LINE 12C TO ENSURE THE ORGANIZATION REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES ITS CONFLICTS OF INTEREST POLICY, EACH DIRECTOR, OFFICER AND MEMBER OF A COMMITTEE WITH POWERS DELEGATED BY THE BOARD SHALL ANNUALLY SIGN A STATEMENT THAT AFFIRMS SUCH PERSON: A) HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY; B) HAS READ AND UNDERSTANDS THE POLICY; C) HAS AGREED TO COMPLY WITH THE POLICY; D) HAS COMPLETED, REVIEWED OR UPDATED THEIR CONFLICT OF INTEREST DISCLOSURE E) UNDERSTANDS THAT FHL IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. THE AUDIT AND FINANCE COMMITTEE OVERSEES THE IMPLEMENTATION OF, AND COMPLIANCE WITH, FHL'S CONFLICTS OF INTEREST POLICY. UPON THE FIRST KNOWLEDGE BY AN INTERESTED PERSON THAT FHL OR THE BOARD OR A COMMITTEE THEREOF IS CONSIDERING OR HAS CONSIDERED A TRANSACTION, AGREEMENT OR OTHER ARRANGEMENT WITH AN ENTITY OR INDIVIDUAL IN WHICH THE INTERESTED PERSON HAS AN INTEREST, THE INTERESTED PERSON MUST DISCLOSE IN GOOD FAITH THE EXISTENCE OF, AND MATERIAL FACTS CONCERNING, HIS OR HER INTEREST TO THE AUDIT AND FINANCE COMMITTEE OF THE BOARD (THE "AUDIT COMMITTEE"). THE AUDIT COMMITTEE SHALL THEN DETERMINE, BY A VOTE OF NOT LESS THAN A MAJORITY OF THE MEMBERS OF THE AUDIT COMMITTEE PRESENT AT THE MEETING, WHETHER THE TRANSACTION, AGREEMENT OR OTHER ARRANGEMENT IS FAIR, REASONABLE AND IN THE BEST INTERESTS OF FHL AT THE TIME OF SUCH DETERMINATION AND SHALL MAKE A DECISION WHETHER TO ENTER INTO THE TRANSACTION, AGREEMENT OR OTHER ARRANGEMENT IN ACCORDANCE WITH SUCH DETERMINATION. WITH RESPECT TO ANY RELATED PARTY TRANSACTION IN WHICH AN INTERESTED PERSON OR HIS OR HER RELATED PARTIES HAS A SUBSTANTIAL FINANCIAL INTEREST, IN DETERMINING WHETHER THE TRANSACTION, AGREEMENT OR OTHER ARRANGEMENT IS FAIR, REASONABLE AND IN THE BEST INTERESTS OF FHL, THE AUDIT COMMITTEE SHALL REVIEW AVAILABLE INFORMATION REGARDING THE COST AND BENEFIT OF COMPARABLE ALTERNATIVE TRANSACTIONS, AGREEMENTS OR OTHER ARRANGEMENTS, IF ANY. FORM 990, PART VI, SECTION B, LINE 15 BEFORE THE START OF EACH FISCAL YEAR, THE ORGANIZATION'S COMPENSATION COMMITTEE COMPARES THE PROPOSED COMPENSATION OF EACH MEMBER OF THE EXECUTIVE TEAM WITH PEER NON-PROFIT ORGANIZATIONS. THE COMMITTEE ALSO EVALUATES EACH EXECUTIVE TEAM MEMBER'S PERFORMANCE TO ENSURE THAT PROPOSED ANNUAL INCREASES ARE APPROPRIATE. FORM 990, PART VI, SECTION C, LINE 19 BY WRITTEN REQUEST. FORM 990, PART XII, LINE 1: AMOUNTS REFLECTED IN THE 2018 FORM 990 FOR THE YEAR ENDED DECEMBER 31, 2018 HAVE BEEN ROUNDED TO THE NEAREST THOUSAND TO CONFORM WITH THE PRESENTATION IN FHL'S AUDITED FINANCIAL STATEMENTS.