American Heart Association Inc.

“In early november, management distributed a draft of the form 990 to the audit committee appointed by the american heart association's board of directors. The audit committee members reviewed the draft. Management updated the draft based on feedback from the audit committee members. Prior to finalization of the return, a final draft of form 990 was provided to all members of the board of directors. The form distributed to the board of directors reflects the return ultimately filed with the internal revenue service.”

“The american heart association (aha) has established a conflict of interest policy which has been reviewed and approved by the board of directors. The policy is binding on all volunteers, staff and components of aha. A conflict of interest questionnaire, which includes the conflict of interest policy, standards and ethics policy, is required to be completed by all aha board of directors members, committee, subcommittee, task force, writing group members, and designated staff, aha spokespersons upon their appointment, and to officers and journal editors prior to their election or appointment. After the initial completion of the conflict of interest disclosure questionnaire, volunteers and designated staff are requested to update it whenever material changes occur in their aha role, employment or other relationship identified as relevant on the disclosure questionnaire. Aha has identified the following areas in its policy to be potential conflicts of interest: direct or indirect interest in, or relationship with, any individual or organization that proposes to enter into any transaction with aha; the sale, purchase, lease or rental of any property or other asset; employment, or rendition of services, personal or otherwise; the award of any grant, contract, or subcontract; or the investment or deposit of any funds of aha.”

“Aha's board of directors charges a compensation and benefits committee to provide recommendations regarding compensation-related matters within the organization. The compensation committee is responsible for reviewing and providing recommendations for the chief executive officer's (ceo) compensation to the officers of the board of directors. The officers of the board of directors review and make final recommendations on the chief executive officer's compensation to the board of directors for final approval. The compensation committee is comprised of members who are considered independent of management pursuant to aha's conflict of interest policy. The compensation committee engages an outside independent consultant to provide external benchmarking with respect to compensation levels and provision of benefits. The compensation committee's outside independent consultant provides information with respect to the appropriateness of the ceo's compensation as compared to the external benchmarking as well as the methodology in developing current compensation. The independent consultant also evaluates the compensation range of other officers and senior executives. Several surveys were utilized in developing the comparison including surveys from various compensation consulting firms. Additionally, the outside independent consultant provided a reasonableness opinion in order to insure that aha complies with the intermediate sanction & rebuttable presumption policy. For purposes of the 2013-14 fiscal year, the compensation review of the ceo by the compensation committee was last completed in september of 2013. Key factors that are considered by the compensation committee with respect to compensation are as follows: compensation philosophy, experience and qualifications of the candidate, market competitiveness, and compensation requirements and history of the candidate. Components of compensation that are routinely reviewed by the compensation committee include base salary, incentive opportunity both short and long term, retirement, benefits and perquisites.”

“The american heart association (aha) makes available the three most recent years of audited financial statements, three most recent years of the form 990 and the conflict of interest policy on aha's internet website, www. Heart.org. The aha does not make its governing documents available to the general public.”

“Post-retirement adjustment (asc 715) -1,107,779.”