2014-11-14T11:10:08-06:00 2013-12-31 131655065 LUTZ AND CARR CPAS LLP 300 EAST 42ND STREET NEW YORK NY 10017 990 2013-01-01 311734086 FRIENDS OF THE HIGH LINE INC FRIE 2122069922 820 WASHINGTON STREET NEW YORK NY 100141406 ROBERT HAMMOND EXECUTIVE DIRECTOR 2122069922 2014-11-05 1 FREDERICK MARTENS P00298107 2126972299 2013 2015-11-30 17:44:51Z X ROBERT HAMMOND 820 WASHINGTON STREET NEW YORK NY 100141406 56719091 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. 35 32 162 255 0 0 28839790 30017686 290337 352554 570592 513780 818169 810281 30518888 31694301 0 0 0 0 5316236 6570002 173354 269373 2479115 14415386 9749203 19904976 16588578 10613912 15105723 73253084 85973832 1284319 2332089 71968765 83641743 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 7096786 HIGH LINE PLANNING AND CONSTRUCTION:IN 2013 FHL'S PLANNING AND DESIGN TEAM 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 CONTINUED APACE ON PHASE 1 OF SECTION 3 - HIGH LINE AT THE RAIL YARDS. IN COLLABORATION WITH NYC EDC AND OUR CONSTRUCTION MANAGER, FHL COMPLETED THE UNDERLYING SITE PREP WORK TO THE HISTORIC HIGH LINE STRUCTURE AND BEGAN CONSTRUCTION ON THE TOP SIDE LANDSCAPE. AT THE END OF 2013 ALL WATERPROOFING, DRAINAGE AND CONDUIT REQUIRED FOR UTILITY SERVICES HAD BEEN INSTALLED, AND NEARLY ALL OF THE PERMANENT WALKING SURFACES (CAST CONCRETE PLANKS AND BONDED AGGREGATE) WERE IN PLACE. IN ADDITION TO FUNDING MUCH OF PHASE 1 CONSTRUCTION, FHL CONTRACTED WITH THE DESIGN TEAM (JAMES CORNER FIELD OPERATIONS AND DILLER SCOFIDIO + RENFRO) TO COMPLETE CONCEPT DESIGN OF PHASE 2 OF SECTION 3 (THE SPUR). DESIGN IS EXPECTED TO BE COMPLETE BEFORE THE END OF 2014. CONSTRUCTION CONTINUED IN 2013 ON THE MAINTENANCE AND OPERATIONS FACILITY AND RESTAURANT. THIS FACILITY NOW HOUSES THE ENTIRE FHL STAFF (ADMINISTRATION AND OPERATIONS) UNDER ONE ROOF - A FIRST FOR FHL. THE M&O 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 2013 INCLUDED INSTALLING BIRD DETERRENT IN MULTIPLE AREAS UNDER THE HIGH LINE, PAINTING PUBLIC STAIRS AT 26TH ST & 28TH ST, REPAIRS OF THE WATER FEATURE, RETROFIT OF PUBLIC BATHROOMS AT 16TH STREET, RENOVATION OF THE LAWN AREA OF THE HIGH LINE (INCLUDING SOIL, SOD AND IRRIGATION), REPLACEMENT OF PARTITIONS ON THE HIGH LINE AS IT PASSES THROUGH 450 W.14TH STREET, AND IMPROVEMENTS TO CONCESSIONS INFRASTRUCTURE. 2760332 HIGH LINE OPERATIONS:IN 2013, THE HIGH LINE OPERATED SECTIONS 1 AND 2, I.E., FROM GANSEVOORT STREET TO 30TH STREET. VISITATION WAS APPROXIMATELY 4.8 MILLION PEOPLE. THE HORTICULTURE DEPARTMENT OVERSAW THE INSTALLATION OF OVER 2500 PERRENIALS AND 9000 BULBS. TO APPROPRIATELY MANAGE THE CARE, MAINTENANCE, CLEANLINESS, AND SAFETY OF NEARLY ONE-MILE OF PARK, NEW STAFF POSITIONS WERE ADDED TO OUR FACILITIES, HORTICULTURE, CUSTODIAL, AND VISITOR SERVICES DEPARTMENTS. REGULAR FACILITES MAINTENANCE AND CUSTODIAL ACTIVITIES INCREASED IN DIRECT PROPORTION TO THE INCREASE IN VISITORS. THE CUSTODIAL SERVICES TEAM REMOVED APPROXIMATELY 9500 TRASH BAGS. AN INCREASE IN OUR EFFORTS TO ENCOURAGE RECYCLING, LED TO THE REMOVAL OF AN ADDITIONAL, NEARLY 4000 BAGS OF RECYCLABLE TRASH. THE FACILITIES TEAM WAS RESPONSIBLE FOR COORDINATING THE MOVE TO OUR NEW HEADQUARTERS AT 820 WASHINGTON STREET, A COMBINED 20,000 S.F. OF SPACE FOR OPERATIONS AND ADMINISTRATIVE STAFF. 1582152 42659 ART, PROGRAMMING AND EDUCATION:IN 2013, HIGH LINE ART REALIZED MORE THAN 30 ART PROJECTS, INCLUDING 5 BILLBOARD INSTALLATIONS, 10 VIDEO PROGRAMS, 5 ART PERFORMANCES, 11 MAJOR COMMISSIONS. WE COLLABORATED WITH IMPORTANT NON-PROFIT ORGANIZATIONS IN THE NEIGHBORHOOD, SUCH AS ELECTRONIC ARTS INTERMIX AND PRINTED MATTER. FURTHERMORE, WE SOLIDIFIED PARTNERSHIPS WITH PRIVATE ENTITIES AND DEVELOPERS OF PROPERTIES THAT NEIGHBOR THE HIGH LINE, ALLOWING US TO DO ART PROJECTS OFF PARK PROPERTY. WE RADICALLY IMPROVED OUR MEDIA OUTREACH, SECURING MAJOR PRESS COVERAGE AND CREATING A STRONG IDENTITY IN SOCIAL MEDIA. FOR THE CAROL BOVE PROJECT, WHICH TOOK PLACE IN A SECTION OF THE PARK STILL CLOSED TO THE PUBLIC, WE ORGANIZED MORE THAN 500 FREE PUBLIC TOURS AND WELCOMED OVER 15,000 PEOPLE WHO HAD THE UNIQUE OPPORTUNITY TO SEE A SECTION OF THE HIGH LINE AS IT USED TO BE IN THE PAST, WITH ITS WILD AND SELF-SEEDED VEGETATION. IN 2013, HIGH LINE EDUCATION AND PUBLIC PROGRAMS WELCOMED OVER 45,000 VISITORS TO OVER 500 SCHEDULED PROGRAMS AND ACTIVITIES. PROGRAMS INCLUDED 107 GUIDED FIELD TRIPS SERVING 3,185 ADULTS AND CHILDREN, DROP-IN PROGRAMMING FOR FAMILIES THREE TIMES A WEEK IN THE SUMMER MONTHS SERVING OVER 5,000 KIDS AND CAREGIVERS, LECTURES, MUSICAL PERFORMANCES, TOURS, AND NEW TEEN PROGRAMS THAT PROVIDED EMPLOYMENT FOR 25 LOCAL TEENAGERS, AND ENGAGED OVER 1,300 NEW YORK CITY YOUTH THROUGH TWO TEEN NIGHTS. WE ALSO WORKED WITH 220 VOLUNTEERS, WHO WORKED OVER 4,198 HOURS AS DOCENTS, GREETERS, HORTICULTURAL ASSISTANTS, PLAY PARTNERS, AND PHOTOGRAPHERS. 1057645 669176 CONCESSIONS AND VENUE RENTALS, EXPENSES: $406,948, REVENUE: $309,895COMMUNICATIONS, EXPENSES: $402,605, REVENUE: -0-MERCHANDISE, EXPENSES: $248,092, REVENUE: $359,281 1057645 669176 12496915 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 85 0 162 1 0 0 0 0 0 1 1 0 0 0 0 X 35 32 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 ROBERT HAMMOND BOARD PRESIDENT & EXECUTIVE DIRECTOR 40.00 X X 399454 0 7776 JOSHUA DAVID BOARD SECRETARY & CO-FOUNDER 40.00 X X 264215 0 7400 JOHN H ALSCHULER JR CO-CHAIR 5.00 X X 0 0 0 CATHERINE C MARRON CO-CHAIR 5.00 X X 0 0 0 MARIO J PALUMBO JR VICE-CHAIR & TREASURER 2.00 X X 0 0 0 PHILIP E AARONS FOUNDING CHAIR 2.00 X X 0 0 0 KAREN ACKMAN MEMBER 2.00 X 0 0 0 BRUCE A BEAL JR MEMBER 1.00 X 0 0 0 JOHN BLONDEL MEMBER 2.00 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 DICKEY MEMBER 2.00 X 0 0 0 BRYAN EURE 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 2.00 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 2.00 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 2.00 X 0 0 0 DONALD R MULLEN JR MEMBER 1.00 X 0 0 0 EDWARD NORTON MEMBER 1.00 X 0 0 0 STEVEN RUBENSTEIN 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 DARREN WALKER MEMBER 2.00 X 0 0 0 JOANNE WILSON MEMBER 1.00 X 0 0 0 PETER WILSON MEMBER 2.00 X 0 0 0 BRONSON VAN WYCK MEMBER 1.00 X 0 0 0 MARIA TORRES-SPRINGER CHIEF OPERATING OFFICER 40.00 X 238966 0 1034 TARA MORRIS VICE PRESIDENT OF DEVELOPMENT 40.00 X 159541 0 5000 PETER MULLAN VICE PRESIDENT FOR PLANNING & DESIGN 40.00 X 146455 0 6406 RICHARD LITTLE VICE PRESIDENT OF ADMINISTRATION 40.00 X 129810 0 5526 MELINA SHANNON-DIPIETRO DIRECTOR OF HIGH LINE FOOD & REVENUE 40.00 X 118851 0 8498 CECILIA ALEMANI CURATOR AND DIRECTOR OF HL ART 40.00 X 113538 0 6000 1570830 0 47640 10 0 1 0 JAMES CORNER FIELD OPERATIONS 475 TENTH AVENUE 10TH FLOOR NEW YORK NY 10018 DESIGN 2179946 WHITESTONE CONSTRUCTION CORP 50-52 49TH STREET WOODSIDE NY 11377 CONSTRUCTION 1212647 NYC ECONOMIC DEVELOPMENT CORP 110 WILLIAM STREET NEW YORK NY 10038 CONSTRUCTION 679737 BITE FOOD LTD 690 GREENWICH STREET APT 4E NEW YORK NY 10014 BENEFIT CATERING 594685 VAN WYCK & VAN WYCK INC 224 WEST 30TH STREET 13TH FLOOR NEW YORK NY 10001 EVENT DESIGN 329572 15 3810120 87000 26120566 2766591 30017686 CONCESSION REVENUE 713990 309895 309895 FIELD TRIPS AND TOURS 713990 42659 42659 352554 643440 643440 451000 0 451000 451000 451000 23625218 23754878 -129660 -129660 -129660 1038178 3810120 1038178 0 587711 231734 355977 355977 OTHER REVENUE 900099 3304 3304 3304 31694301 711835 0 964780 1088844 334160 401624 353060 4677733 3511311 273944 892478 235142 191290 9799 34053 568283 403561 68068 96654 48199 15776 32423 51379 51379 41800 41800 269373 269373 62867 62867 1049287 550381 330764 168142 239396 109041 15865 114490 255073 168761 35256 51056 75252 38900 28192 8160 326185 70909 156500 98776 123899 77647 20298 25954 102867 80197 9385 13285 HIGH LINE CONSTRUCTION 6072530 6072530 PRINTING & PUBLICATIONS 281770 65890 9603 206277 SUPPLIES 279752 209635 16469 53648 ART PRODUCTION 254094 254094 484853 301032 90112 93709 16588578 12496915 1612548 2479115 531554 1859213 5027338 12735243 36047566 34055307 292990 251453 378850 445289 1136297 502026 297137 634271 28046449 31009531 2534077 4908930 97123 74595 73253084 85973832 999319 2043854 250000 50000 35000 238235 1284319 2332089 X 35659755 48006672 34272000 33286728 2037010 2348343 71968765 83641743 73253084 85973832 X 15105723 1067255 -4500000 X X 0 1 X 1 0 X 24957231 12919258 24155729 28839790 30017686 120889694 24957231 12919258 24155729 28839790 30017686 120889694 71112040 49777654 66676 36061 484449 949558 1094440 2631184 123520878 4046774 0.40300 0.39170 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 0 1 56164 0 0 56164 0 PART II-B, LINE 1: IN 2013, FHL STAFF ENGAGED IN LOBBYING ACTIVITIES WITH REPRESENTATIVES FROM VARIOUS NYC AND NYS AGENCIES REGARDING HIGH LINE OPERATIONS, HIGH LINE MAINTENANCE FACILITY, HIGH LINE RESTAURANT, HIGH LINE CAPITAL REPAIRS, HIGH LINE LICENSE AND CONCESSIONS AGREEMENTS, CHELSEA MARKET REZONING, AND HIGH LINE SECTION 3 DESIGN, CONSTRUCTION, & FUNDING. FHL ALSO ENGAGED A CONSULTING FIRM TO PROVIDE LEGISLATIVE ADVOCACY AND STRATEGY SERVICES, INCLUDING MONITORING AND ANALYSIS OF STATE AND LEGISLATIVE AND AGENCY ACTIVITIES RELEVANT TO AREAS OF INTEREST IDENTIFIED BY FRIENDS OF THE HIGH LINE. 12300040 8509500 1551434 22360974 4930990 6572000 797050 12300040 4921000 9990 4930990 0.92420 0.07050 0.00530 0 0 237409 173181 64228 740187 198378 541809 158701 130467 28234 634271 STRUCTURED COMMODITIES NOTES 206620 F HEDGE FUNDS 4392762 F PRIVATE EQUITY FUNDS 309548 F 4908930 REFUNDABLE DEPOSITS PAYABLE 166097 SECTION 457 RETIREMENT PLAN PAYABLE 72138 238235 X 28965436 1067255 766747 -4500000 -2665998 31631434 62867 62867 31694301 17292458 766747 766747 16525711 62867 62867 16588578 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 AND WRITE-DOWN OF UNRESTRICTED PLEDGES X X X X X X X 1 MKDM 612 EAST JEFFERSON STREET CHARLOTTESVILLE VA 22902 DIRECT RESPONSE STRATEGY COUNSEL 0 1222177 164859 1057318 DCM INC 45 MAIN STREET SUITE 816 BROOKLYN NY 11201 TELEMARKETING CAMPAIGN 0 5051 14314 -9263 SUSAN COURTEMANCHE 40 POWDER HORN HILL ROAD WILTON CT 06897 FUNDRAISING EFFICACY STUDY 0 0 60200 0 SUSAN COURTEMANCHE 40 POWDER HORN HILL ROAD WILTON CT 06897 STRATEGIC PLANNING 0 0 30000 0 1227228 269373 1048055 NY CT NJ BENEFIT DINNER 3222510 2593364 629146 264244 317428 2750 44724 ART DINNER 1038500 874776 163724 59368 84536 2500 17320 2 587288 341980 245308 160664 78500 3000 3144 4848298 3810120 1038178 484276 480464 8250 65188 1038178 0 X X X X X X 0 1 0 0 0 0 0 0 0 ROBERT HAMMOND BOARD PRESIDENT & EXECUTIVE DIRECTOR 336954 0 45000 0 17500 0 0 0 7776 0 407230 0 0 0 JOSHUA DAVID BOARD SECRETARY & CO-FOUNDER 206715 0 40000 0 17500 0 0 0 7400 0 271615 0 0 0 MARIA TORRES-SPRINGER CHIEF OPERATING OFFICER 213966 0 25000 0 0 0 0 0 1034 0 240000 0 0 0 TARA MORRIS VICE PRESIDENT OF DEVELOPMENT 139541 0 20000 0 0 0 0 0 5000 0 164541 0 0 0 PETER MULLAN VICE PRESIDENT FOR PLANNING & DESIGN 131455 0 15000 0 0 0 0 0 6406 0 152861 0 0 0 PART I, LINE 4B THE ORGANIZATION MAINTAINS A 457(B) DEFERRED COMPENSATION PLAN FOR CERTAIN ELIGIBLE EMPLOYEES. INDIVIDUALS COVERED, AND THE AMOUNTS ACCRUED IN 2013 AS DEFERRED COMPENSATION EXPENSE UNDER THE PLAN ARE AS FOLLOWS: ROBERT HAMMOND: $17,500 JOSHUA DAVID: $17,500 VAN WYCK & VAN WYCK INC COMPANY OWNED BY BOARD MEMBER BRONSON VAN WYCK 329572 RENTALS, DECOR AND OTHER EXPENSES RELATED TO SPECIAL EVENTS. 0 X 9 2766591 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. TWO BOARD MEMBERS, LISA MARIA FALCONE AND PHILIP FALCONE, ARE MARRIED. FORM 990, PART VI, SECTION B, LINE 11 ONCE AN INITIAL DRAFT OF THE 990 IS PREPARED BY THE ORGANIZATION'S ACCOUNTING FIRM IT IS REVIEWED BY SEVERAL KEY MEMBERS OF MANAGEMENT, INCLUDING THE DIRECTOR OF FINANCE, CHIEF OPERATING OFFICER, VP OF ADMINISTRATION AND EXECUTIVE DIRECTOR. A DRAFT OF THE 990 IS BE REVIEWED BY THE AUDIT AND FINANCE COMMITTEE PRIOR TO PRESENTATION TO THE FULL BOARD FOR FINAL REVIEW AND APPROVAL. THE 990 IS THEN MADE AVAILABLE TO BOARD MEMBERS FOR REVIEW 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. IN ADDITION, PERIODIC REVIEWS SHALL BE CONDUCTED WHICH SHALL, AT A MINIMUM, INCLUDE THE FOLLOWING SUBJECTS: A) WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED ON COMPETENT SURVEY INFORMATION, AND THE RESULT OF ARM'S-LENGTH BARGAINING; B)WHETHER PARTNERSHIPS, JOINT VENTURES AND ARRANGEMENTS WITH MANAGEMENT ORGANIZATIONS CONFORM TO FHL'S WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE INVESTMENT OR PAYMENTS FOR GOODS AND SERVICES, FURTHER CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. WHEN CONDUCTING THE PERIODIC REVIEWS, FHL MAY, BUT NEED NOT, USE OUTSIDE ADVISORS OR EXPERTS. IF OUTSIDE ADVISORS OR EXPERTS ARE USED, THEIR USE SHALL NOT RELIEVE THE BOARD OF ITS RESPONSIBILITY TO ENSURE THAT PERIODIC REVIEWS ARE CONDUCTED. 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 MANAGEMENT TEAM WITH PEER NON-PROFIT ORGANIZATIONS. IN 2013, THE ANALYSIS WAS DOCUMENTED AND PRESENTED TO THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS FOR APPROVAL. 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 XI, LINE 9: CHANGE IN ALLOWANCE AND WRITE-DOWN OF UNRESTRICTED PLEDGES -4,500,000. FORM 990, PART XII, LINE 2C: FOR 2013, THE ORGANIZATION'S FINANCE COMMITTEE ASSUMED RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT. FORM 990, PART IX: STATEMENT OF FUNCTIONAL EXPENSES SUMMARY OF OPERATING AND CAMPAIGN EXPENSES: OPERATING PROGRAM SERVICE EXPENSES: $ 6,014,637 OPERATING MANAGEMENT AND GENERAL EXPENSES: 1,612,548 OPERATING FUNDRAISING EXPENSES: 1,971,756 TOTAL OPERATING EXPENSES: $ 9,598,941 CAMPAIGN CONSTRUCTION AND PLANNING EXPENSES: $ 6,482,278 CAMPAIGN FUNDRAISING EXPENSES: 507,379 TOTAL CAMPAIGN EXPENSES: $ 6,989,637 TOTAL FUNCTIONAL EXPENSES, PART IX, LINE 25: $ 16,588,578