2015-11-13T18:55:16-06:00 2014-12-31 131655065 LUTZ AND CARR CPAS LLP 300 EAST 42ND STREET NEW YORK NY 10017 990 2014-01-01 311734086 FRIENDS OF THE HIGH LINE INC FRIE 2122069922 820 WASHINGTON STREET NEW YORK NY 100141406 ROBERT HAMMOND EXECUTIVE DIRECTOR 2122069922 2015-11-10 1 FREDERICK MARTENS P00298107 2126972299 2014 2016-03-07 17:11:31Z ROBERT HAMMOND 820 WASHINGTON STREET NEW YORK NY 100141406 40895253 0 X WWW.THEHIGHLINE.ORG X 2000 NY FRIENDS OF THE HIGH LINE WORKS TO BUILD AND MAINTAIN AN EXTRAORDINARY PUBLIC PARK ON THE HIGH LINE. 40 37 187 227 19893 -205 30017686 16812986 352554 376467 513780 1026545 810281 748935 31694301 18964933 0 0 0 0 6570002 7986700 269373 251185 3231637 9749203 7534825 16588578 15772710 15105723 3192223 85973832 88818937 2332089 1375867 83641743 87443070 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 4311919 HIGH LINE PLANNING AND CONSTRUCTION:IN 2014, FRIENDS OF THE HIGH LINE (FHL) CONTINUED WORK ON SEVERAL LARGE SCALE CAPITAL CONSTRUCTION PROJECTS, ADVANCED EARLY DESIGN PHASES FOR ADDITIONAL LARGE SCALE PROJECTS, MANAGED A VARIETY OF CAPITAL IMPROVEMENTS ON THE EXISTING HIGH LINE AND IMPLEMENTED ADVOCACY EFFORTS FOCUSING ON STRATEGIC URBAN PLANNING INITIATIVES.CONSTRUCTION ON PHASE I OF SECTION 3 WAS COMPLETED AND OPENED TO THE PUBLIC IN SEPTEMBER OF 2014. WORK ON PHASE I IN 2014 WAS PRIMARILY FOCUSED ON THE TOP SIDE LANDSCAPE ARCHITECTURE, INCLUDING WALKING SURFACES, SEATING AND PLAY FEATURES, PLANTINGS AND IRRIGATION, AND LIGHTING. WITH THE COMPLETION OF THIS PHASE, THE HIGH LINE IS NOW OPEN FROM GANSEVOORT TO 34TH STREET AT A LENGTH OF NEARLY 1.5 MILES LONG. FHL FUNDED A PORTION OF THE CONSTRUCTION OF THIS PHASE, AS WELL AS ALL OF THE DESIGN AND CONSTRUCTION ADMINISTRATION. DESIGN WORK ON PHASE 2 OF SECTION 3 CONTINUED IN 2014.CONSTRUCTION ON THE HIGH LINE MAINTENANCE AND OPERATIONS FACILITY COMPLETED IN EARLY 2014. STAFF MOVED INTO THE BUILDING IN JANUARY 2014, AND PUNCH LIST ITEMS WERE RESOLVED THROUGHOUT THE YEAR. THE BUILDING PROVIDES VALUABLE STORAGE, WORKSHOPS, AND MAINTENANCE SPACES ALONG WITH A FREIGHT ELEVATOR FROM STREET TO HIGH LINE LEVEL, PUBLIC RESTROOMS ON THE HIGH LINE LEVEL, AND A PUBLIC ELEVATOR.ADDITIONAL HIGH LINE REPAIR AND MAINTENANCE PROJECTS IN 2014 INCLUDED REPAIRING AND PAINTING THE STAIRS AT 18TH AND 20TH STREETS, REPAIRING MAINTENANCE PATHS, REPLACING PAVERS, RENOVATING THE PUBLIC BATHROOMS AT THE CALEDONIA BUILDING, AND INSTALLING BIRD DETERRENT ABOVE THE RESTAURANT. 3156555 HIGH LINE OPERATIONS:IN 2014, FHL SUCCESSFULLY OPERATED AND MAINTAINED SECTIONS 1 AND 2 OF THE PARK (FROM GANSEVOORT STREET TO 30TH STREET) AND IN LATE SEPTEMBER OPENED THE THIRD AND NORTHERNMOST SECTION TO THE PUBLIC (FROM 30TH STREET TO 34TH STREET). VISITATION WAS APPROXIMATELY 6.2 MILLION PEOPLE. THE HORTICULTURE DEPARTMENT PLANTED OVER 5,000 PERENNIALS, 8,000 BULBS, AND 60 TREES AND SHRUBS TO APPROPRIATELY MANAGE THE GARDENS. THE FACILITIES PLANNING & MANAGEMENT TEAM MANAGED AND MAINTAINED THE PHYSICAL PLANT OF THE PARK, INCLUDING THE NEW HEADQUARTERS AT 820 WASHINGTON STREET, WITH A COMBINED 20,000 S.F. OF SPACE FOR OPERATIONS AND ADMINISTRATIVE STAFF. THE CUSTODIAL SERVICES TEAM REMOVED 5,350 BAGS (APPROXIMATELY 237 TONS) OF TRASH AND 8,748 BAGS (APPROXIMATELY 153 TONS) OF RECYCLED WASTE. NEW STAFF POSITIONS WERE ADDED TO OUR FACILITIES, HORTICULTURE, AND PARK SERVICES DEPARTMENTS. REGULAR FACILITIES, MAINTENANCE, AND CUSTODIAL ACTIVITIES INCREASED IN DIRECT PROPORTION TO THE INCREASE IN VISITORS. OPERATIONS CONTINUED FOCUS ON MAINTENANCE, CLEANLINESS, AND SAFETY OF THE 1.45 MILE PARK WHICH HELPED THE VISITOR EXPERIENCE BE POSITIVE, MEMORABLE, SAFE, CLEAN, AND ENJOYABLE. 2149469 35155 ART, PROGRAMMING AND EDUCATION:IN 2014, FHL REALIZED MORE THAN 29 ART PROJECTS, INCLUDING 4 BILLBOARD INSTALLATIONS, 8 VIDEO PROGRAMS, 3 ART PERFORMANCES, 14 MAJOR COMMISSIONS, AND A GALLERY EXHIBITION WITH 27 ARTISTS. FURTHERMORE, FHL SOLIDIFIED PARTNERSHIPS WITH PRIVATE ENTITIES AND DEVELOPERS OF PROPERTIES THAT NEIGHBOR THE HIGH LINE, ALLOWING THE PRODUCTION OF ART PROJECTS OFF PARK PROPERTY. FHL CONTINUED TO IMPROVE MEDIA OUTREACH, SECURING MAJOR PRESS COVERAGE AND CREATING A STRONG IDENTITY IN SOCIAL MEDIA. FHL EXPANDED THE ART PROGRAM BEYOND THE HIGH LINE, MOUNTING THE ORGANIZATION'S FIRST GALLERY EXHIBITION, PIER 54, IN A VACANT COMMERCIAL SPACE IN THE CHELSEA GALLERY DISTRICT.IN 2014, FHL WELCOMED OVER 40,000 VISITORS TO OVER 400 SCHEDULED PROGRAMS AND ACTIVITIES. PROGRAMS INCLUDED 93 GUIDED FIELD TRIPS SERVING 2,804 ADULTS AND CHILDREN, DROP-IN PROGRAMMING FOR FAMILIES THREE TIMES A WEEK IN THE SUMMER MONTHS SERVING OVER 6,344 KIDS AND CAREGIVERS, LECTURES, MUSICAL PERFORMANCES, TOURS, AND NEW TEEN PROGRAMS THAT PROVIDED EMPLOYMENT FOR 37 LOCAL TEENAGERS AND ENGAGED OVER 957 NEW YORK CITY YOUTH THROUGH TWO TEEN NIGHTS. FHL ALSO WORKED WITH 191 VOLUNTEERS WHO WORKED OVER 5,225 HOURS AS DOCENTS, GREETERS, HORTICULTURAL ASSISTANTS, PLAY PARTNERS, AND PHOTOGRAPHERS. 1410578 932404 COMMUNICATIONS, EXPENSES: $546,738, REVENUE: -0-MERCHANDISE, EXPENSES: $507,968, REVENUE: $591,092CONCESSIONS AND VENUE RENTALS, EXPENSES: $355,872, REVENUE: $341,312 1410578 932404 11028521 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 1 0 0 0 0 0 0 1 1 0 0 0 0 1 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 1 124 0 187 1 1 1 0 0 0 0 1 1 0 0 0 0 X 40 37 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY CT NJ X MARK QUINN DIRECTOR OF FINANCE 2122069922 820 WASHINGTON STREET NEW YORK NY 100141406 X ROBERT HAMMOND SEE SCH O CO-FOUNDER & EXECUTIVE DIRECTOR 40.00 X X 378319 0 5693 JOSHUA DAVID SEE SCH O CO-FOUNDER & PRESIDENT 40.00 X X 311133 0 86797 CATHERINE C MARRON CHAIR 5.00 X X 0 0 0 MARIO J PALUMBO JR CO-CHAIR 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 JOHN H ALSCHULER JR CHAIR EMERITUS 1.00 X 0 0 0 KAREN ACKMAN MEMBER 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 JAMES CAPALINO MEMBER 1.00 X 0 0 0 R MARTIN CHAVEZ 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 PHILIP A 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 STEFAN KALUZNY 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 STEPHEN MACK 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 DONALD R MULLEN JR MEMBER 1.00 X 0 0 0 EDWARD NORTON 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 JENNIFER ALLAN SOROS MEMBER 1.00 X 0 0 0 JASON STEWART MEMBER 1.00 X 0 0 0 JON STRYKER MEMBER 1.00 X 0 0 0 SUSAN VINIAR 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 JENNY GERSTEN SEE SCH O EXECUTIVE DIRECTOR (TO SEP. 2014) 40.00 X 606889 0 18000 JEROME BARTH CHIEF OPERATING OFFICER & TREASURER 40.00 X 110001 0 1768 RICHARD LITTLE VP OF ADMINISTRATION & INTERIM COO 40.00 X 180152 0 5837 TARA MORRIS VICE PRESIDENT OF DEVELOPMENT 40.00 X 204654 0 10597 PETER MULLAN VICE PRESIDENT FOR PLANNING & DESIGN 40.00 X 165315 0 6941 MELINA SHANNON-DIPIETRO DIRECTOR OF HIGH LINE FOOD & REVENUE 40.00 X 134578 0 7591 CECILIA ALEMANI CURATOR AND DIRECTOR OF HL ART 40.00 X 115043 0 5829 SANAYA KAUFMAN DIRECTOR OF INDIVIDUAL GIVING 40.00 X 114838 0 8605 2320922 0 157658 15 0 1 0 JAMES CORNER FIELD OPERATIONS 475 TENTH AVENUE 10TH FLOOR NEW YORK NY 10018 DESIGN 1222556 FJ SCIAME CONSTRUCTION CO INC 14 WALL STREET NEW YORK NY 10005 CONSTRUCTION 1092359 NYC ECONOMIC DEVELOPMENT CORP 110 WILLIAM STREET NEW YORK NY 10038 CONSTRUCTION 609583 BITE FOOD LTD 690 GREENWICH STREET APT 4E NEW YORK NY 10014 EVENT CATERING 542515 VAN WYCK & VAN WYCK INC 224 WEST 30TH STREET 13TH FLOOR NEW YORK NY 10001 EVENT DESIGN 392300 16 4044545 62800 12705641 382409 16812986 CONCESSION REVENUE 713990 341312 341312 FIELD TRIPS AND TOURS 713990 35155 35155 376467 600459 600459 137950 0 137950 137950 137950 20841010 20414924 426086 426086 426086 1151570 4044545 1151570 0 952781 363826 588955 569062 19893 OTHER REVENUE 900099 22030 22030 22030 18964933 967559 19893 1164495 1469591 418156 446290 605145 5590023 3921409 483820 1184794 291603 233374 14777 43452 635483 417738 98375 119370 25545 15540 9937 68 41420 41420 251185 251185 79518 79518 847582 606692 127841 113049 310180 187772 14160 108248 209483 148062 17982 43439 68982 39840 15275 13867 398426 149700 56316 192410 210813 132812 27406 50595 90300 62935 7738 19627 HIGH LINE CONSTRUCTION 3322854 3322854 SUPPLIES 447893 339475 22257 86161 PRINTING & PUBLICATIONS 436852 168817 7034 261001 REPAIRS & MAINTENANCE 399592 352228 3791 43573 645385 511117 38615 95653 15772710 11028521 1512552 3231637 1859213 5607032 12735243 9820944 34055307 29848764 251453 169333 445289 468656 1033836 322631 634271 711205 31009531 37219436 4908930 4928468 74595 45099 85973832 88818937 2043854 1190218 50000 75000 238235 110649 2332089 1375867 X 48006672 54241519 33286728 28845430 2348343 4356121 83641743 87443070 85973832 88818937 X 3192223 -390896 1000000 X X 0 1 X 1 0 X 12919258 24155729 28839790 30017686 16812986 112745449 12919258 24155729 28839790 30017686 16812986 112745449 53665317 59080132 36061 484449 949558 1094440 738409 3302917 116048366 4165340 0.50910 0.40300 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 0 1 10656 0 0 10656 0 PART II-B, LINE 1: IN 2014, FHL STAFF ENGAGED IN LOBBYING ACTIVITIES WITH REPRESENTATIVES FROM VARIOUS NYC AND NYS AGENCIES REGARDING HIGH LINE MAINTENANCE AND OPERATIONS, HIGH LINE HEADQUARTERS, HIGH LINE RESTAURANT, HIGH LINE MAINTENANCE & OPERATIONS AND CONCESSIONS AGREEMENTS, AND HIGH LINE COMMUNITY RELATIONS AND ENGAGEMENT. 22360974 7175000 455427 322613 29668788 12300040 8509500 1551434 22360974 4930990 6572000 797050 12300040 4921000 9990 4930990 0.88660 0.10840 0.00500 0 0 736643 247167 489476 297193 75464 221729 711205 STRUCTURED COMMODITIES NOTES 113440 F HEDGE FUNDS 4233832 F PRIVATE EQUITY FUNDS 581196 F 4928468 REFUNDABLE DEPOSITS PAYABLE 3000 SECTION 457 RETIREMENT PLAN PAYABLE 107649 110649 X 19919936 -390896 425417 1000000 1034521 18885415 79518 79518 18964933 16118609 425417 425417 15693192 79518 79518 15772710 PART V, LINE 4: THE ENDOWMENT FOR SUSTAINABILITY WILL BE 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 HORTICULTURAL AND STEWARDSHIP FUND WILL BE USED TO SUPPORT THE HORTICULTURAL CARE AND GENERAL MAINTENANCE OF THE PUBLIC PARK ON THE HIGH LINE. THE BOARD DESIGNATED HIGH LINE FUND WILL BE USED TO SUSTAIN THE PARK'S LONG-TERM MAINTENANCE AND OPERATIONS. PART X, LINE 2: MANAGEMENT EVALUATED ALL INCOME TAX POSITIONS, INCLUDING THE POSITION THAT THE ORGANIZATION IS EXEMPT FROM INCOME TAXES OR NOT SUBJECT TO INCOME TAXES ON UNRELATED BUSINESS INCOME, AND CONCLUDED THAT NO DISCLOSURES RELATING TO UNCERTAIN TAX POSITIONS ARE REQUIRED IN THE FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN ALLOWANCE OF TEMPORARILY RESTRICTED PLEDGES X X X X X X 1 MKDM 612 EAST JEFFERSON STREET CHARLOTTESVILLE VA 22902 DIRECT RESPONSE STRATEGY COUNSEL 0 1417199 177310 1239889 SUSAN COURTEMANCHE 40 POWDER HORN HILL ROAD WILTON CT 06897 FUNDRAISING EFFICACY STUDY 0 0 15000 0 SUSAN COURTEMANCHE 40 POWDER HORN HILL ROAD WILTON CT 06897 STRATEGIC PLANNING 0 0 43875 0 SUSAN COURTEMANCHE 40 POWDER HORN HILL ROAD WILTON CT 06897 MANAGEMENT & GOVERNANCE-RELATED MATTERS 0 0 15000 0 1417199 251185 1239889 NY CT NJ BENEFIT DINNER 3416450 2708717 707733 365622 315199 2350 24562 ART DINNER 1210265 1052052 158213 40083 88125 4857 25148 1 569400 283776 285624 235007 40000 10000 617 5196115 4044545 1151570 640712 443324 17207 50327 1151570 0 X X X X X X 1 1 0 0 0 0 0 0 0 ROBERT HAMMOND SEE SCH O CO-FOUNDER & EXECUTIVE DIRECTOR 190819 0 0 0 187500 0 0 0 5693 0 384012 0 0 0 JOSHUA DAVID SEE SCH O CO-FOUNDER & PRESIDENT 229133 0 0 0 82000 0 80000 0 6797 0 397930 0 0 0 JENNY GERSTEN SEE SCH O EXECUTIVE DIRECTOR (TO SEP. 2014) 270642 0 0 0 336247 0 18000 0 0 0 624889 0 0 0 RICHARD LITTLE VP OF ADMINISTRATION & INTERIM COO 180152 0 0 0 0 0 0 0 5837 0 185989 0 0 0 TARA MORRIS VICE PRESIDENT OF DEVELOPMENT 184654 0 20000 0 0 0 0 0 10597 0 215251 0 0 0 PETER MULLAN VICE PRESIDENT FOR PLANNING & DESIGN 162315 0 3000 0 0 0 0 0 6941 0 172256 0 0 0 PART I, LINES 4A-B IN CALENDAR YEAR 2014, JENNY GERSTEN RECEIVED A CONTRACTUALLY AGREED UPON SEVERANCE PAYMENT OF $336,247. IN CALENDAR YEAR 2014, $170,000 OF THE TOTAL COMPENSATION PAID TO ROBERT HAMMOND REPRESENTED A CONTRACTUALLY AGREED UPON SEVERANCE PAYMENT FOR HIS WORK AS EXECUTIVE DIRECTOR AND CO-FOUNDER THROUGH 2013. IN CALENDAR YEAR 2014, $65,000 OF THE TOTAL COMPENSATION PAID TO JOSHUA DAVID REPRESENTED A CONTRACTUALLY AGREED UPON SEVERANCE PAYMENT FOR HIS WORK AS PRESIDENT AND CO-FOUNDER THROUGH 2014. THE ORGANIZATION MAINTAINS A 457(B) DEFERRED COMPENSATION PLAN FOR CERTAIN ELIGIBLE EMPLOYEES. INDIVIDUALS COVERED, AND THE AMOUNTS ACCRUED IN 2014 AS DEFERRED COMPENSATION EXPENSE UNDER THE PLAN ARE AS FOLLOWS: ROBERT HAMMOND: $17,500 JOSHUA DAVID: $17,000 VAN WYCK & VAN WYCK INC COMPANY OWNED BY BOARD MEMBER BRONSON VAN WYCK 392300 RENTALS, DECOR AND OTHER EXPENSES RELATED TO SPECIAL EVENTS. 0 0 X 7 382409 FAIR MARKET VALUE 0 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. TWO BOARD MEMBERS, LISA MARIA FALCONE AND PHILIP FALCONE, ARE MARRIED. FORM 990, PART VI, SECTION B, LINE 11 THE 990 IS INITIALLY PREPARED BY THE ORGANIZATION'S CONTROLLER AND REVIEWED BY THE DIRECTOR OF FINANCE. IT IS THEN REVIEWED BY THE ORGANIZATION'S INDEPENDENT ACCOUNTING FIRM. ONCE THE DRAFT IS REVIEWED, IT IS PRESENTED TO THE AUDIT & FINANCE COMMITTEE OF THE BOARD BY THE DIRECTOR OF FINANCE. 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 STATEMENT 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 COMPARES THE PROPOSED COMPENSATION OF EACH MEMBER OF THE EXECUTIVE TEAM WITH PEER NON-PROFIT ORGANIZATIONS. IN 2014, THE BOARD OF DIRECTORS CREATED A COMPENSATION COMMITTEE TO REVIEW AND APPROVE EXECUTIVE COMPENSATION AND ENGAGED A CONSULTING GROUP TO DETERMINE THE COMPETITIVENESS AND REASONABLENESS OF THE BASE SALARY AND TOTAL COMPENSATION PROVIDED TO SENIOR EXECUTIVES. FORM 990, PART VI, SECTION C, LINE 19 BY WRITTEN REQUEST. FORM 990, PART VII IN CALENDAR YEAR 2014, JENNY GERSTEN RECEIVED A CONTRACTUALLY AGREED UPON SEVERANCE PAYMENT OF $336,247. IN CALENDAR YEAR 2014, $170,000 OF THE TOTAL COMPENSATION PAID TO ROBERT HAMMOND REPRESENTED A CONTRACTUALLY AGREED UPON SEVERANCE PAYMENT FOR HIS WORK AS EXECUTIVE DIRECTOR AND CO-FOUNDER THROUGH 2013. IN CALENDAR YEAR 2014, $65,000 OF THE TOTAL COMPENSATION PAID TO JOSHUA DAVID REPRESENTED A CONTRACTUALLY AGREED UPON SEVERANCE PAYMENT FOR HIS WORK AS PRESIDENT AND CO-FOUNDER THROUGH 2014. FORM 990, PART XI, LINE 9: CHANGE IN ALLOWANCE OF TEMPORARILY RESTRICTED PLEDGES 1,000,000. FORM 990, PART XII, LINE 2C: IN 2014, FHL FORMED AN AUDIT AND FINANCE COMMITTEE TO ASSIST THE BOARD OF DIRECTORS IN FULFILLING ITS OVERSIGHT RESPONSIBILITY WITH RESPECT TO THE AUDIT PROCESS (INCLUDING RETAINING AND MANAGING THE INDEPENDENT AUDITOR). IN FULFILLING THIS RESPONSIBILITY, THE COMMITTEE SHALL: (A) BE DIRECTLY RESPONSIBLE FOR THE APPOINTMENT, COMPENSATION, RETENTION AND OVERSIGHT OF THE WORK OF THE INDEPENDENT AUDITOR PREPARING OR ISSUING AN AUDIT OR ANY RELATED WORK (INCLUDING RESOLUTION OF DISAGREEMENTS BETWEEN MANAGEMENT AND THE INDEPENDENT AUDITOR REGARDING FINANCIAL REPORTING) AND THE INDEPENDENT AUDITOR SHALL REPORT DIRECTLY TO THE COMMITTEE; (B) REVIEW ANNUALLY THE INDEPENDENT AUDITOR'S QUALIFICATIONS, INDEPENDENCE AND PERFORMANCE; (C) REVIEW WITH THE INDEPENDENT AUDITOR THE SCOPE AND PLANNING OF THE AUDIT PRIOR TO THE AUDIT'S COMMENCEMENT, AND THE COST OF THE AUDIT; (D) UPON COMPLETION OF THE AUDIT, REVIEW AND DISCUSS WITH THE INDEPENDENT AUDITOR THE RESULTS OF THE AUDIT AND ANY RELATED MANAGEMENT LETTER, AS WELL AS (I) ANY MATERIAL RISKS AND WEAKNESSES IN INTERNAL CONTROLS IDENTIFIED BY THE INDEPENDENT AUDITOR, (II) ANY RESTRICTIONS ON THE SCOPE OF THE INDEPENDENT AUDITOR'S ACTIVITIES OR ACCESS TO REQUESTED INFORMATION, (III) ANY SIGNIFICANT DISAGREEMENTS BETWEEN THE INDEPENDENT AUDITOR AND MANAGEMENT AND (IV) THE ADEQUACY OF FHL'S ACCOUNTING AND FINANCIAL REPORTING PROCESSES. FORM 990, PART IX: STATEMENT OF FUNCTIONAL EXPENSES SUMMARY OF OPERATING AND CAMPAIGN EXPENSES: OPERATING PROGRAM SERVICE EXPENSES: $ 7,049,336 OPERATING MANAGEMENT AND GENERAL EXPENSES: 1,512,552 OPERATING FUNDRAISING EXPENSES: 2,391,198 TOTAL OPERATING EXPENSES: $ 10,953,086 CAMPAIGN CONSTRUCTION AND PLANNING EXPENSES: $ 3,979,185 CAMPAIGN FUNDRAISING EXPENSES: 840,439 TOTAL CAMPAIGN EXPENSES: $ 4,819,624 TOTAL FUNCTIONAL EXPENSES, PART IX, LINE 25: $ 15,772,710