USA Cycling Inc.

“Two members of the Board of Directors work for the same company.”

“The corporation is a membership organization. Members have voting rights for purposes of electing members of different Sport Committees.”

“Eligible athletes directly elect four athlete positions on the board of directors. The USA Cycling Development Foundation appoints four directors to the USA Cycling board of directors. Each of the seven Sport Committees appoint one director to serve on the board of directors.”

“Contemporaneous minutes are documented for some, but not all committee meetings.”

“The form 990 will be reviewed by the ceo and cfo and then it will be sent to the board of directors for review and given a date to give comments by. Any modifications will be made and then the 990 is signed and filed.”

“All Directors, Committee members, employees, and other agents of USA Cycling are required to complete and sign a Conflict of Interest Disclosure Statement. Annually, each Director, Committee members, employee, and other agents of USA Cycling will be provided a disclosure statement form concerning the conflict of interest policy. These forms are to be completed and returned to the Chief Financial Officer (CFO) of USA Cycling or his or her designee, even if there are no conflicts of interest. Annually, and before the first annual Board meeting, each individual should openly and forthrightly identify any areas that represent a conflict of interest, appearance of a conflict, appearance of impropriety, or a potential conflict of interest. If there is any uncertainty as to whether a matter is required to be disclosed, the matter should be disclosed. Each individual will disclose all of the directorships and officer positions held in for- profit or not-for profit organizations, as well as any consulting and employment relationships in any concern with which he has reason to believe USA Cycling does business with or from which USA Cycling will secure goods or services, and which he has reason to believe may be affected by his actions on behalf of USA Cycling or actions of USA Cycling. Individual or family ownership in business ventures where more than five percent of the total value of the company is owned or where more than ten percent of the outstanding shares are owned, requires disclosure. Each individual will also disclose family relationships in which his or her or their immediate family are employed by or render services to any outside concern that does business with USA Cycling. Each individual will also disclose any confidential information of USA Cycling that has been used or disclosed for any purpose other than to carry out that person's duties. As conflicts of interest arise throughout the year, each individual must submit an updated disclosure form within 30 days of the Conflict of Interest arising. At least once per year, the Board of Directors of USA Cycling will review the conflict of interest disclosures at a meeting of the Board.”

“The Compensation committee reviews the performance of the CEO, and with comparable data, recommends compensation to the full Board of Directors. The full Board reviews and approves the compensation. For key employees, annual performance reviews are prepared by the CEO, and compensation is determined on performance and market factors.”

“form 1023 is available upon request at the organization's office. GOVERNING DOCUMENTS, tax returns, financial statements AND the CONFLICT OF INTEREST POLICY ARE MADE AVAILABLE VIA THE ORGANIZATION'S WEBSITE.”

“No board member is compensated for their service on the board, except the CEO, who is an employee of the organization. THERE ARE ADDITIONAL MEMBERS LISTED ON THE SCHEDULE OF COMPENSATION OF OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES, HIGHEST COMPENSATED EMPLOYEES, AND INDEPENDENT CONTRACTORS DUE TO TURNOVER IN POSITIONS ON THE BOARD DURING THE YEAR.”

“Contract labor & fees: Program service expenses 2,532,689. Management and general expenses 76,866. Fundraising expenses 74,167. Total expenses 2,683,722. Professional fees: Program service expenses 39,832. Management and general expenses 29,570. Fundraising expenses 0. Total expenses 69,402.”

“The process has not changed from the prior year.”