TY 2011 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2011

Open to Public Inspection

A For the calendar year, or tax year beginning 01-01-2011 and ending 12-31-2011

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
AARP Foundation

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
601 E Street NW Tax Dept

Room/suite

City or town, state or country, and ZIP + 4
Washington, DC20049

D Employer identification number

52-0794300

E Telephone number

G Gross receipts $ 164,082,839

F Name and address of principal officer:
Jo Ann Jenkins
601 E Street NW Tax Dept
Washington,DC20049

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

www.aarp.org/foundation

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1961

M State of legal domicile: DC

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: A country free of poverty and where no older person feels vulnerable. See Schedule O.AARP Foundation is dedicated to serving vulnerable older people aged 50 and older by creating solutions that help them secure the essentials - food, housing, income and personal connection - and achieve their best lives.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a).....	3	9
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	9
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...	5	293
6	Total number of volunteers (estimate if necessary) ....	6	39,609
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	172,999,635	138,735,319
9	Program service revenue (Part VIII, line 2g) .........	54,498	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	3,110,312	1,765,586
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	-100,774	-1,704
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	176,063,671	140,499,201
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	115,528,682	78,631,613
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	25,683,678	26,871,700
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	775,116	984,851
b	Total fundraising expenses (Part IX, column (D), line 25) 11,451,815
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	29,678,066	32,313,352
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	171,665,542	138,801,516
19	Revenue less expenses. Subtract line 18 from line 12.......	4,398,129	1,697,685
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	110,185,168	108,083,041
21	Total liabilities (Part X, line 26).............	47,514,560	45,602,825
22	Net assets or fund balances. Subtract line 21 from line 20.....	62,670,608	62,480,216

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title.

Paid preparer use only

Print/type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name Right pointing arrowhead image

Firm's EIN Right pointing arrowhead image

Firm's address Right pointing arrowhead image

Phone no.

May the IRS discuss this return with the preparer shown above? See instructions ......... bullet

YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2011)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III .........

Briefly describe the organization’s mission: A country free of poverty and where no older person feels vulnerable. See Schedule OToday, more than 33 million older Americans - one in four - are struggling to meet one or more of their most basic needs. In 2011, AARP Foundation helped more than 2.8 million vulnerable, low-income older Americans who struggled to meet their basic needs for adequate and/or nutritious food, safe and affordable housing, adequate income and much-needed personal connections in addition to providing over 5.8 million meals. In addition, AARP Foundation Litigation acted as an advocate in courts nationwide for the rights of people 50+, assuring they had a voice in the judicial system.AARP Foundation is working side by side with trusted organizations nationwide to reach more people and make resources go further, so those in need can take control and move forward.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? .................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? .......................... Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 86,635,103 including grants of $ 70,079,907 ) (Revenue $ )
	SCSEP/Worksearch connects job seekers to viable community job opportunities to improve their economic self-sufficiency. WorkSearch provides career information, job training, and related employment services to individuals with limited resources. If a job-seeker is 55 or older and income eligible, he or she may enroll in the AARP Foundation Senior Community Service Employment Program (SCSEP), which places older adults at local "host agencies" for on-the-job training and skill development, with the goal of securing permanent employment. Wages and benefits earned by the enrollees are reported above as grants. In 2011, more than 65,000 people were connected to local job opportunities. www.aarpworksearch.org

4b	(Code: ) (Expenses $ 9,224,522 including grants of $ ) (Revenue $ )
	AARP Foundation Tax-Aide is the nation's largest, free, volunteer-run tax preparation and assistance service available to low- and moderate-income taxpayers-with special attention to those aged 60 and older. In 2011, over 35,000 AARP trained and IRS certified volunteers helped over 2.5 million people file their taxes. Sites are open late January/early February-April 15 for face-to-face service and online assistance is available throughout the rest of the year. Other 2011 highlights include putting $228 million in the pockets of those who need it most by filing 204,000 EITC returns and achieving a 95% e-filing rate. www.aarp.org/taxaide

4c	(Code: ) (Expenses $ 5,108,941 including grants of $ 2,449,872 ) (Revenue $ )
	AARP Foundation's Hunger Impact Area is dedicated to ending hunger among older Americans (50+) by raising national awareness, providing short-term support, increasing enrollment in SNAP, conducting research and identifying long-term sustainable solutions to address the root causes of hunger among older adults. In 2011, the program provided over 5.8 million meals through food and funds raised and donated to local hunger relief organizations as part of our Drive to End Hunger initiative; processed 6,000 SNAP eligibility pre-screenings and 800 application submissions; awarded more than $1.9 million in grants; and released a report entitled "Food Insecurity Among Older Adults," which documented national and state rates of food insecurity among adults 50 and older. www.drivetoendhunger.org; www.aarp.org/hunger.

	(Code: ) (Expenses $ 4,323,530 including grants of $ 18,750 ) (Revenue $ )
	Litigation:Foundation Litigation (AFL) works to protect and preserve the legal rights of individuals aged 50+ by representing them in significant court cases and by writing AARP's amicus curiae ("friend of the court") briefs. Legal advocacy focuses on widespread practices or policies of industry, business, or government that affect older Americans day-to-day lives including age and disability discrimination in employment, pensions, financial fraud including predatory lending, health and long-term care, disability, and government and public benefits. www.aarp.org/aarp-foundation/legal_advocacy/

	(Code: ) (Expenses $ 1,752,214 including grants of $ 1,752,214 ) (Revenue $ )
	Income Grants:AARP Foundation's Income Impact Area awarded over $1.7 million in grants to 10 organizations to deliver programs and services to older adults in 11 states over the next two years. The purpose of these grants was to identify and fund innovative and strategic business models that address the specific and unique needs of low income workers age 50+ as they recover from the recession. While helping people obtain jobs offering good wages and benefits is the most critical element of recovery, obtaining a job is not enough. In dealing with long-term unemployment and with the potential reduction of unemployment benefits, older workers also need access to income supports and social services necessary to meet their basic needs and protect their families' financial security.

	(Code: ) (Expenses $ 1,719,076 including grants of $ 12,100 ) (Revenue $ )
	Consumer Fraud Prevention:The Consumer Fraud Prevention programs utilize the skills and talents of AARP Foundation volunteers to contact consumers across the United States to warn them of fraud and scams. Volunteers call consumers to arm them with the latest information about frauds delivered through wire transfers, telemarketing, direct mail, and the internet. Through the Colorado and West Virginia Elderwatch programs, consumers are assisted with navigating the state's official complaint process if they suspect they have been frauded. In 2011, the combined AARP Foundation consumer fraud prevention programs reached over 300,000 vulnerable older adults and returned almost $2 million in product replacements, refunds, and debt cancellations to consumers who had been defrauded. www.aarpelderwatch.org; www.aarp.org/states/wv

	(Code: ) (Expenses $ 1,077,315 including grants of $ 245,000 ) (Revenue $ )
	Housing:The Housing Impact Area is focused on providing solutions to the at least 13 million low-income, 50+ households living in unaffordable and/or inadequate housing. In 2011, the Foundation provided information services and counseling delivery on foreclosure prevention to over 200,000 people; began a pilot in Charlottesville, VA creating a "21st century senior center" that provides a continuum of services with affordable housing in collaboration with Habitat for Humanity of Charlottesville, VA; provided a grant to Habitat to build affordable housing for low-income seniors; and built a strategic framework for its future interventions. Also in 2011, the grant-funded Neighborworks program educated more than 85,000 homeowners over the age of 50 on how to recognize the signs or "red flags" of loan modification and other homeownership related scams, as well as who to turn to for help. The program especially targeted women and minority homeowners living in geographic areas at a disproportionately higher risk of foreclosure and foreclosure scams.

	(Code: ) (Expenses $ 661,397 including grants of $ 502,382 ) (Revenue $ )
	Women's Scholarship Program:The AARP Foundation Women's Scholarship Program is helping win back opportunity for low-income women by funding education, training, and skills upgrades that can lead to better employment and increased financial security for women and their families. In 2011, The AARP Foundation Women's Scholarship Program awarded scholarships to 372 eligible women - facilitating their entry into programs they may otherwise be unable to afford, and ultimately helping them recover from the recent recession. www.aarp.org/womensscholarship

	(Code: ) (Expenses $ 574,498 including grants of $ 0 ) (Revenue $ )
	Isolation:The number of low-income Americans age 50+ who are experiencing isolation has been on the rise and is expected to increase in the coming years. The AARP Foundation's Isolation initiative seeks to identify individuals who are isolated or are at risk for isolation as well as understand the environmental factors that may put individuals at risk. In 2011, the Foundation developed an isolation strategic framework, business plans for potential interventions, and a multi-part research agenda to gain a deep understanding of isolation within the low-to-moderate income 50+ population.

	(Code: ) (Expenses $ 1,891,579 including grants of $ 0 ) (Revenue $ )
	Money Management and Other Income Programs:The Money Management Program helps low income, older individuals remain independent by providing daily money management services to those who have difficulty budgeting, paying routine bills, and keeping track of financial matters. The program also offers financial education resources and tools to older adults and their caregivers. AARP Foundation works with 121 local sites in 22 states and the District of Columbia including Senior Services, In-Home and Community Services, Agencies on Aging, Elder and Adult Services that help clients with a variety of services including shopping, companionship, transportation, and chores. In 2011 alone, over 5900 clients were served by this program through the generous support of over 4200 volunteers. Also in 2011, AARP Foundation prepared for the 2012 launch of a pre-paid debit card product targeted to low-income consumers.

	(Code: ) (Expenses $ 265,877 including grants of $ 0 ) (Revenue $ )
	Benefits Outreach:The Benefits Outreach program and technology platform, Benefit QuickLink, offers assistance to low income older adults in determining eligibility for a number of public and private benefit programs that help pay for prescription drugs, doctor's bills, property taxes, groceries, heating bills, and more. In 2011, over 20,000 individuals were assisted with screenings and benefits enrollment assistance with a value of identified benefits of over $36 million.

	(Code: ) (Expenses $ 3,599,884 including grants of $ 3,599,884 ) (Revenue $ )
	Grants to AARP:AARP Foundation has awarded grants to AARP to further the Foundation's charitable mission of helping low income older Americans meet basic needs through programs that focused on care giving, nursing, community centers, food insecurity, asset protection and driver safety.

	(Code: ) (Expenses $ 3,013,712 including grants of $ 602,354 ) (Revenue $ )
	Various Grants, Contributions, and Other Programs:AARP Foundation supported Japan and Haiti natural disaster relief efforts through organizations with a focus on disaster relief for seniors and sponsored events and conferences which highlighted tangible ways to create more opportunity in America for low-income seniors. The Foundation also supported employees in crisis, and engaged in educational initiatives to help low-income seniors retain and protect assets.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 18,879,082 including grants of $ 6,732,684 ) (Revenue $ )
4e	Total program service expenses$ 119,847,648

Form 990 (2011)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A Click to see attachment

.....................

Yes

Is the organization required to complete Schedule B, Schedule of Contributors? Click to see attachment

........

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II.........................

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C, Part III........................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I Click to see attachment

....................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,”
complete Schedule D, Part IV Click to see attachment

...................

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

Yes

If the organization’s answer to any of the following questions is ‘Yes,’ then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable:

Did the organization report an amount for land, buildings, and equipment in Part X, line10? If “Yes,” complete Schedule D, Part VI. Click to see attachment

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII. Click to see attachment

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII. Click to see attachment

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX. Click to see attachment

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X. Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X. Click to see attachment

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI, XII, and XIII Click to see attachment

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered ‘No’ to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E

14a

Did the organization maintain an office, employees, or agents outside of the United States?....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Part I.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II..

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III..

Did the organization report a total of more than $15,000, of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I Click to see attachment

Yes

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II.......... Click to see attachment

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III................... Click to see attachment

20a

Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statement to this return? Note. All Form 990 filers that operated one or more hospitals must attach audited financial statements.

20b

Form 990 (2011)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.. Click to see attachment

Yes

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III..... Click to see attachment

Yes

Did the organization answer “Yes” to Part VII, Section A, questions 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J................ Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer questions 24b–24d and complete Schedule K. If “No,” go to line 25................ Click to see attachment

24a

Yes

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I......

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II.........................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties? (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV .........................

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV...................

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or owner? If “Yes,” complete Schedule L, Part IV..

28c

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II.......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1..................... Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2........... Click to see attachment

Yes

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2011)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V .........

Yes

Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable. .......

217

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable.

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements filed for the calendar year ending with or within the year covered by this return .....................

293

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?

Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?.............................

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account or securities account)?.......................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes” to line 5a or 5b, did the organization file Form 8886-T? ........

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible?..........

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

Yes

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Yes

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?..........................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?...................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?...............

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?................

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?.........

Did the organization make a distribution to a donor, donor advisor, or related person?......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them) ........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year.

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.

13a

Enter the aggregate amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans.

13b

Enter the aggregate amount of reserves on hand.

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2011)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI .........

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year
If the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent .................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? .................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ............

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ..........

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O .....

Section B. Policies (This Section B requests information about policies not required by the Internal
Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? ....

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form?

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Were officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done ....................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes," to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization: MediumBullet

Patricia D Shannon
601 E Street NW
Washington,DC20049
(202) 434-3399

Form 990 (2011)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII .........

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organizations compensated any current or former officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) Mae Mendelson Chairperson	1.00	X	X			0	19,994	0
(2) George Rowan Vice-Chairperson	1.00	X	X			0	1,122	0
(3) Joan Ruff Treasurer/Finance Chair	1.00	X	X			1,159	0	0
(4) Kathleen Edmond Secretary	1.00	X	X			0	0	0
(5) J David Nelson Board Member	1.00	X				0	7,647	0
(6) Fernando Torres-Gil Board Member	1.00	X				0	0	0
(7) Neal Cutler Board Member	1.00	X				0	0	0
(8) Marc Ginsberg Board Member	1.00	X				0	0	0
(9) Sandra Ulsh Board Member	1.00	X				0	0	0
(10) Jo Ann Jenkins Pres/Exec Dir	58.00		X			351,002	50,431	58,104
(11) Patricia D Shannon CFO & SVP Strategic Planning	49.00		X			245,785	0	55,750
(12) David Whitehead SVP & Chief Development Officer	54.00			X		268,662	15,235	62,774
(13) Deborah Briceland-Betts VP - SCSEP Prgram	47.00			X		205,597	0	47,764
(14) Vivian Vasallo VP Impact Prgm - Housing	48.00			X		198,196	0	43,049
(15) Deborah Armenti VP - Operations	48.00			X		178,310	0	39,048
(16) Phyllis Kim SVP - Grants Administration	46.00			X		154,359	0	33,628
(17) Julia Stephens Director of Grants Management	45.00				X	225,596	0	34,956

Form 990 (2011)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Bonnie Speedy VP - Tax Aide Program	52.00	X	224,420	0	51,586
(19) Stacy Canan Sr Atty/Mgr Litigation	45.00	X	207,482	2,697	55,467
(20) Anisa Tootla VP Impact Program - Hunger	55.00	X	190,360	0	41,529
(21) Carol Rewers Strategic Planning & Finance	52.00	X	101,616	102,040	18,146

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,552,544	199,166	541,801

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual .............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person .....

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
Sapient Government Services 131 Dartmouth Street 3rd Floor Boston,MA02116	Business Advisory	2,523,587
Chapman Cubine Adams Hussey & Associates 1600 Wilson Blvd Suite 300 Arlington,VA22209	Professional Fundraising Services	849,811
Production Solutions Inc 1953 Gallows Road Suite 600 Vienna,VA22182	Commercial Printing Services	653,356
Bridgeline Digital Inc 80 Blanchard Road Boston,MA01803	IT Services	597,861
Tri-State Envelope Corporation 20 Market Street Ashland,PA17921	Commercial Printing Services	534,510
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 25

Form 990 (2011)

Page 9

Part VIII

Statement of Revenue

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		15,401,169
e	Government grants (contributions)1e		93,560,561

f	All other contributions, gifts, grants, and similar amounts not included above1f		29,773,589
g	Noncash contributions included in lines 1a-1f:$ 2,393
h	Total. Add lines 1a-1f.......			138,735,319
			Business Code
2a
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........
3	Investment income (including dividends, interest
	and other similar amounts).....			1,809,273			1,809,273
4	Income from investment of tax-exempt bond proceeds..
5	Royalties............
		(i) Real	(ii) Personal
6a	Gross rents	354,270
b	Less: rental expenses	354,270
c	Rental income or (loss)	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	23,185,681
b	Less: cost or other basis and sales expenses	23,229,368
c	Gain or (loss)	-43,687
d	Net gain or (loss)..........			-43,687			-43,687
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	Miscellaneous income		900,099	7,015			7,015
b	Change in value-Charit		900,099	-8,719			-8,719
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			-1,704
12	Total revenue. See Instructions....			140,499,201	0	0	1,763,882

Form 990 (2011)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).
Check if Schedule O contains a response to any question in this Part IX. .........

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	9,259,556	9,259,556
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	69,372,057	69,372,057
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	1,726,624	791,875	639,475	295,274
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	20,051,446	16,093,086	2,234,001	1,724,359
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	691,510	559,129	72,995	59,386
9	Other employee benefits .......	2,870,512	2,218,449	379,628	272,435
10	Payroll taxes ...........	1,531,608	1,196,578	192,585	142,445
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	154,542	154,542
c	Accounting ...........	165,462	462	165,000
d	Lobbying ...........
e	Professional fundraising. See Part IV, line 17..	984,851			984,851
f	Investment management fees ......
g	Other ..........	4,862,622	2,790,034	1,999,394	73,194
12	Advertising and promotion ....	2,868,354	1,095,651	475,620	1,297,083
13	Office expenses .......	2,326,921	2,269,139	41,867	15,915
14	Information technology ......	1,684,408	1,178,853	55,595	449,960
15	Royalties ..
16	Occupancy ...........	2,072,742	1,937,403	65,874	69,465
17	Travel ............	1,188,966	996,561	102,020	90,385
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	226,497	172,587	53,910
20	Interest ...........	49,795	37,023	6,100	6,672
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	782,765	580,925	96,750	105,090
23	Insurance ..............	115,492		115,492
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.)
a	Printing and postage	7,660,931	1,741,176	238,830	5,680,925
b	Volunteer travel/activi	5,938,774	5,873,814	64,433	527
c	Telecommunication expen	850,204	797,593	32,945	19,666
d	Miscellaneous operating	498,114	225,685	240,501	31,928
e
f	All other expenses	866,763	505,470	229,038	132,255
25	Total functional expenses. Add lines 1 through 24f	138,801,516	119,847,648	7,502,053	11,451,815
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).	6,237,916	1,378,531	0	4,859,385

Form 990 (2011)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........				1	3,849,556
2	Savings and temporary cash investments .......			21,247,153	2	10,696,553
3	Pledges and grants receivable, net .........			7,876,378	3	5,841,121
4	Accounts receivable, net .........				4	481,908
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........				5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........				6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ............			1,040,438	9	1,912,657
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	23,033,231
b	Less: accumulated depreciation. .....	10b	5,463,526	18,335,211	10c	17,569,705
11	Investments—publicly traded securities ..........			54,550,088	11	61,918,562
12	Investments—other securities. See Part IV, line 11 ......			5,977,414	12	5,208,195
13	Investments—program-related. See Part IV, line 11 ..			750,000	13	213,557
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			408,486	15	391,227
16	Total assets. Add lines 1 through 15 (must equal line 34)...			110,185,168	16	108,083,041
17	Accounts payable and accrued expenses .			12,742,196	17	9,809,796
18	Grants payable ..........			836,439	18	4,443,252
19	Deferred revenue ..........			5,016,462	19	2,771,422
20	Tax-exempt bond liabilities ..........			25,000,000	20	25,000,000
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....			3,919,463	25	3,578,355
26	Total liabilities. Add lines 17 through 25.....			47,514,560	26	45,602,825
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			54,537,754	27	60,012,685
28	Temporarily restricted net assets .....			8,132,854	28	2,467,531
29	Permanently restricted net assets .....				29
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			62,670,608	33	62,480,216
34	Total liabilities and net assets/fund balances .....			110,185,168	34	108,083,041

Form 990 (2011)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI .........

Total revenue (must equal Part VIII, column (A), line 12) ...

140,499,201

Total expenses (must equal Part IX, column (A), line 25) ....

138,801,516

Revenue less expenses. Subtract line 2 from line 1 ...

1,697,685

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

62,670,608

Other changes in net assets or fund balances (explain in Schedule O) ...

-1,888,077

Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) ....

62,480,216

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII .........

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?....

Were the organization’s financial statements audited by an independent accountant?........

Yes

If “Yes,” to 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant? If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O. ...........................

Yes

If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separated basis

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ................

Yes

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits. ..

Yes

Form 990 (2011)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

AARP Foundation

Employer identification number

52-0794300

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches. section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in

section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. Seesection 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Other

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the the supported organization? ................

11g(i)

(ii) a family member of a person described in (i) above? ......................

11g(ii)

(iii) a 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of support?
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of support?


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2011

Page 2

Part II

Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	122,761,059	125,132,376	117,816,589	173,005,285	138,735,319	677,450,628
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3..	122,761,059	125,132,376	117,816,589	173,005,285	138,735,319	677,450,628
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..						56,616,367
6	Public Support. Subtract line 5 from line 4.						620,834,261

Section B. Total Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
7	Amounts from line 4..	122,761,059	125,132,376	117,816,589	173,005,285	138,735,319	677,450,628
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	3,029,198	3,101,236	2,709,986	1,672,972	1,809,273	12,322,665
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..	796,167	399,520	90,667	62,373	7,015	1,355,742
11	Total support (Add lines 7 through 10).						691,129,035

Gross receipts from related activities, etc. (See instructions.) ..................

1,348,727

First Five Years If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.......................................... right arrow

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f)) .........

89.830 %

Public Support Percentage for 2009 Schedule A, Part II, line 14 ...............

88.730 %

16a

33 1/3% support test—2011. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ...................... right arrow

33 1/3% support test—2010. If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization .................................................. right arrow

10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly
supported organization .............................................. right arrow

Private Foundation If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions ................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2011

Page 3

Part III

Support Schedule for Organizations Described in IRC 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public Support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13	Total support (Add lines 9, 10c, 11 and 12.).

Section C. Computation of Public Support Percentage

Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f)) .........

Public support percentage from 2010 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f)) ......

Investment income percentage from 2010 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2011. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... right arrow

33 1/3% support tests—2010. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private Foundation If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2011

Page 4

Part IV

Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2011

Name of organization

AARP Foundation

Employer identification number

52-0794300

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2, of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 2

Name of organization AARP Foundation
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part I	Contributors (see Instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 3

Name of organization AARP Foundation
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part II	Noncash Property (see Instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 4

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Name of organization
AARP Foundation

Employer identification number

52-0794300

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

AARP Foundation

Employer identification number

52-0794300

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .......
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) ...
4	Aggregate value at end of year .......

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................

Yes No

In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958), relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2011

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back
1a	Beginning of year balance ....	15,217,922	13,418,771	11,115,033	15,148,259
b	Contributions ........	546,068	301,073	496,256	962,976
c	Net investment earnings, gains, and losses ...	-403,984	1,748,212	2,553,526	-4,286,792
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	569,883	250,134	746,044	709,410
f	Administrative expenses ....
g	End of year balance ......	14,790,123	15,217,922	13,418,771	11,115,033

Provide the estimated percentage of the year end balance (line 1g) held as:

Board designated or quasi-endowment SchDMd Bullet

100.000 %

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIV the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	4,440,000		4,440,000
b	Buildings ................	17,759,493	4,939,749	12,819,744
c	Leasehold improvements ............
d	Equipment ................
e	Other .................	833,738	523,777	309,961
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				17,569,705

Schedule D (Form 990) 2011

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Book value
Federal Income Taxes
Charitable gift annuity liability		3,578,355








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		3,578,355
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2011

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1	140,499,201
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	138,801,516
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	1,697,685
4	Net unrealized gains (losses) on investments ..........................	4	-1,888,547
5	Donated services and use of facilities .............................	5	470
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV.) .................................	8
9	Total adjustments (net). Add lines 4 through 8 .........................	9	-1,888,077
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	-190,392

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	191,694,886
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	-1,888,547
b	Donated services and use of facilities .........	2b	53,050,952
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV.) ............	2d	-320,990
e	Add lines 2a through 2d .....................			2e	50,841,415
3	Subtract line 2e from line 1.....................			3	140,853,471
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIV.) ...........	4b	-354,270
c	Add lines 4a and 4b.......................			4c	-354,270
5	Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	140,499,201

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............			1	192,224,552
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a	53,050,482
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV.) ............	2d	372,554
e	Add lines 2a through 2d......................			2e	53,423,036
3	Subtract line 2e from line 1.....................			3	138,801,516
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIV.) ............	4b
c	Add lines 4a and 4b.......................			4c	0
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	138,801,516

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
Description of Intended Use of Endowment Funds:	Part V, Line 4:	The Foundation board has established a board-designated quasi-endowment fund, and has adopted a policy under which certain contributions are designated to the fund. Assets of the quasi-endowment fund are invested in a broadly diversified portfolio spread over multiple asset classes. The board also adopted a spending policy, which permits an annual transfer to operating funds of up to 5% of the previous 12 quarters average quasi-endowment fund balance.
Description of Uncertain Tax Positions Under FIN 48:	Part X:	The AARP Foundation recognizes income tax positions based on a "more-likely than-not" threshold. The Foundation has no material uncertain income tax positions in 2011 or 2010.
Part XII, Line 2d - Other Adjustments:		AARP Institute (EIN: 52-0788950) -320,990.
Part XII, Line 4b - Other Adjustments:		Rental expense netted against gross rents on Form 990, page 9, line 6b -354,270.
Part XIII, Line 2d - Other Adjustments:		AARP Institute (EIN: 52-0788950) 18,284. Rental expense netted against gross rents on Form 990, page 9, line 6b 354,270.
		.

Schedule D (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19,or if the organization entered more than $15,000 on Form 990-EZ, line 6a. right arrow

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization
AARP Foundation

Employer identification number

52-0794300

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and e-mail solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization. Form 990-EZ filers are not required to complete this table.

(i) Name and address of individual or entity (fundraiser)	(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
	(ii) Activity	Yes	No	(iv) Gross receipts from activity		(vi) Amount paid to (or retained by) organization
Chapman Cubine Adams Hussey & Associates 1600 Wilson Boulevard Suite 300 Arlington, VA22209	Direct mail production management services		No	0	848,485	-848,485
Covenant Calls LLC 1539 Fall River Avenue Ste 3 Seekonk, WA02771	Gift planning consultation		No	0	294,819	-294,819
Gift Strategies LLC 1539 Fall River Avenue Ste 3 Seekonk, WA02771	Professional Solicitor		No	0	315,967	-315,967
M&R Strategic Services Inc 2120 L Street NW 6th Fl Washington, DC20037	Creative online marketing services		No	0	157,345	-157,345
Mindset Direct LLC 1700 N Jefferson Street Suite 200 Arlington, VA22205	Direct mail production management services		No	0	104,678	-104,678
Total .................					1,721,294	-1,721,294

List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.

AL, AK, AZ, AR, CA, CT, CO, DC, FL, GA, HI, IL, KS, KY, ME, MD, MA, MI, MN, MS, NH, NJ, NM, NY, NC, ND, OH, OK, OR, PA, RI, SC, TN, UT, VA, WA, WV, WI

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2011

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 on Form 990-EZ, line 6a. List events with gross receipts greater than $5,000.

			(a) Event #1 (event type)	(b) Event #2 (event type)	(c) Other Events (total number)	(d) Total Events (Add col. (a) through col. (c))
	1	Gross receipts . . .
	2	Less: Charitable contributions . . .
	3	Gross income (line 1 minus line 2) . . .
	4	Cash prizes . . .
	5	Non-cash prizes . .
	6	Rent/facility costs . .
	7	Food and beverages . .
	8	Entertainment . . .
	9	Other direct expenses .
	10	Direct expense summary. Add lines 4 through 9 in column (d) ...........
	11	Net income summary. Combine lines 3 and 10 in column (d)............

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (Add col. (a) through col. (c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes
	No

	Yes
	No

	Yes
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," Explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," Explain:

Does the organization operate gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Schedule G (Form 990 or 990-EZ) 2011

Page 3

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

Provide the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Complete this part to provide additional information for responses to quuestion on Schedule G (see instructions.)

Identifier	ReturnReference	Explanation
Explanation of Fundraising Payments	Schedule G, Part I, Line 2b, Column (v)	These entities (excluding Covenent Calls) do not raise funds directly for AARP Foundation, but provide counsel, services, and support to AARP Foundation's internal development office. The amounts reflected in Schedule G are for the professional services and reimbursements paid by AARP Foundation for postage and travel expenses. Beginning in June 2011, Covenant Calls LLC was hired as a professional solicitor for AARP Foundation. While they do raise funds for AARP Foundation, at no time do they have custody of any funds.
Details of amounts paid to professional fundraisers	Schedule G, Part I, Line 2 b(v)	Chapman Cubine Adams Hussey & Associates Professional fundraising fee $195,528 Printing & postage 49,705 Advertising & promotion 589,050 Miscellaneous expense 14,202 Total paid to Chapman Cubine $848,485 Adams Hussey & Associates Covenant Calls LLC Professional fundraising fee $269,661 Printing & postage 1,118 Advertising & promotion 22,000 Travel expenses 2,040 Total paid to Covenant Calls LLC $294,819 Gift Strategies LLC Professional fundraising fee $292,413 Printing & postage 4,386 Advertising & promotion 15,000 Travel expenses 4,168 Total paid to Gift Strategies LLC $315,967 M&R Strategic Services Professional fundraising fee $144,900 Printing & postage 81 Advertising & promotion 10,775 Travel expenses 1,543 Telecommunication expense 46 Total paid to M&R Strategic Svcs $157,345 MINDset Direct Professional fundraising fee $ 82,350 Advertising & promotion 20,000 Travel expenses 2,328 Total paid to MINDset Direct $104,678 Total amounts paid to fundraisers $1,721,294

Schedule G (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization
AARP Foundation

Employer identification number
52-0794300

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) AARP Inc601 E St NW Washington,DC20049	95-1985500	501(c)(4)	3,599,884	AARP, Inc. charitable work conducted on behalf of the AARP Foundation
(2) Helpage USA4750 41st Street NW Washington,DC20016	43-1750256	501(c)(3)	242,630	Collaboration for emergency preparedness in global health provision
(3) Be The Change Inc2 Canal Park Cambridge,MA02141	26-0402451	501(c)(3)	250,000	Support the "Opportunity Nation" platform devoted to help promote mobility amoung Americans 50+
(4) ACT Inc301 Act Drive Iowa City,IA52243	42-0841485	501(c)(3)	502,382	Scholarships to retrain women for the workforce
(5) Centro de Salud Familiar La Fe Inc1314 E Yandell Drive El Paso,TX79902	74-1842169	501(c)(3)	292,492	Grant to support AARP Foundation's hunger initiative
(6) Lifelong AIDS Alliance1002 E Seneca Seattle,WA98122	91-1215715	501(c)(3)	279,646	Grant to support AARP Foundation's hunger initiative
(7) Texas A&M University System Health Science Center Research Foundation400 Harvey Mitchell Parkway South Ste 300 College Station,TX80501	74-1238434	501(c)(3)	268,974	Grant to support AARP Foundation's hunger initiative
(8) Habitat for Humanity501 Grove Avenue Charlottesville,VA22902	54-1574925	501(c)(3)	235,000	To create a national model for urban redevelopment in Charlottesville, VA.
(9) Feeding America35 E Wacker Drive Ste 2000 Chicago,IL60601	36-3673599	501(c)(3)	223,000	Grant to support AARP Foundation's hunger initiative
(10) Boston Medical Center85 E Concord Street Boston,MA02118	04-3314093	501(c)(3)	224,873	Grant to support AARP Foundation's hunger initiative
(11) Operation ABLE of Michigan4750 Woodward Avenue Ste 201 Detroit,MI48201	38-2861705	501(c)(3)	200,000	Grant to support AARP Foundation's income initiative
(12) YWCA of San Gabriel Valley943 N Grand Avenue Covina,CA91724	95-1641967	501(c)(3)	200,000	Grant to support AARP Foundation's income initiative
(13) The Workplace350 Fairfield Ave Bridgeport,CT06604	22-2484517	501(c)(3)	199,872	Grant to support AARP Foundation's income initiative
(14) Lane Workforce Partnership1500 Valley River Dr Ste 150 Eugene,OR97401	93-0886373	501(c)(3)	199,320	Grant to support AARP Foundation's income initiative
(15) Human Resource Dvlpmt Council of District Inc dba Gallatin Valley Food Bank32 South Tracy Avenue Bozeman,MT59750	81-0350886	501(c)(3)	199,239	Grant to support AARP Foundation's hunger initiative
(16) Senior Service America Inc8403 Colesville Road Ste 1200 Silver Spring,MD20910	52-6048236	501(c)(3)	198,876	Grant to support AARP Foundation's income initiative
(17) Florida Institute for WorkforcePO Box 13522 Gainesville,FL32604	59-2596359	501(c)(3)	190,880	Grant to support AARP Foundation's income initiative
(18) Urban League of Greater Dallas4315 S Lancaster Road Dallas,TX75216	74-1590488	501(c)(3)	188,266	Grant to support AARP Foundation's income initiative
(19) Byte Back Inc815 Monroe Street NE Washington,DC20017	52-2061398	501(c)(3)	160,000	Grant to support AARP Foundation's income initiative
(20) First Nations Development Institute351 Coffman Street Ste 200 Longmont,CO80501	54-1254491	501(c)(3)	187,660	Grant to support AARP Foundation's hunger initiative
(21) Western Mountains Alliance165 Front Street Ste 1 Farmington,ME04938	01-0432056	501(c)(3)	153,429	Grant to support AARP Foundation's hunger initiative
(22) Action for Boston Community Development178 Tremont Street Boston,MA02111	04-2304133	501(c)(3)	144,935	Grant to support AARP Foundation's hunger initiative
(23) Hidalgo Medical Services530 E Demoss Street Lordsburg,NM88045	85-0292834	501(c)(3)	123,124	Grant to support AARP Foundation's hunger initiative
(24) Community Action Program Corporation of Washington218 Putnam Street Marietta,OH45750	31-0738285	501(c)(3)	100,000	Grant to support AARP Foundation's income initiative
(25) RESOURCE1900 Chicago Avenue S Minneapolis,MN55404	41-0828779	501(c)(3)	100,000	Grant to support AARP Foundation's income initiative
(26) Collective Roots Garden Project Inc1785 Woodland Avenue East Palo Alto,CA94303	71-0901459	501(c)(3)	90,000	Grant to support AARP Foundation's hunger initiative
(27) Business and Professional Womens's Foundation1718 M Street NW Washington,DC20036	53-0237067	501(c)(3)	90,000	Grant to assist mature women veterans re-enter the workplace.
(28) International Mental Health ResearchPO Box 680 Rutherford,CA94573	68-0359707	501(c)(3)	50,000	Contribution to develop a comprehensive roadmap for brain research
(29) Library of Congress101 Independence Avenue SE Washington,DC20540		government	32,000	Contribution to support aging research symposium
(30) Living Cities55 West 125th Street New York,NY10027	26-0003950	501(c)(3)	16,894	Develop economic assistance model for low income seniors in urban areas
(31) City Harvest Inc575 8th Avenue 4th Fl New York,NY10018	13-3170676	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(32) Community Food Bank of New Jersey31 Evans Terminal Road Hillside,NJ07205	22-2423882	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(33) Houston Food Bank535 Portwall Street Houston,TX77029	74-2181456	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(34) Interfaith Ministries for Greater Houston3217 Montrose Blvd Houston,TX77006	74-1488102	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(35) Island Harvest199 Second Street Mineola,NY11501	11-3136350	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(36) Jewish Community Center of Houston5601 South Braeswood Houston,TX77096	74-1198298	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(37) Long Island Cares Inc10 Davids Drive Hauppauge,NY11788	11-2524512	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(38) Los Angeles Regional Foodbank1734 East 41st Street Los Angeles,CA90058	95-3135649	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(39) Second Harvest Food Bank of Orange County8014 Marine Way Irvine,CA92618	95-3033494	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(40) Southeast Texas Food Bank3845 S MLK Jr Parkway Beaumont,TX77705	76-0338721	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(41) Steelworkers Oldtimers Foundation3355 East Gage Avenue Huntington Park,CA90255	95-6126109	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(42) Young Mens and Womens Hebrew Association54 Nagle Avenue New York,NY10040	13-1635308	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(43) Food Bank of Iowa222 East 17th Street Des Moines,IA50316	42-1177880	501(c)(3)	10,000	Donation to help provide short-term support to older Americans in need of food assistance
(44) Greater Chicago Food Depository4100 W Ann Lurie Place Chicago,IL60632	36-2971884	501(c)(3)	10,000	Donation to help provide support to American families in need of food assistance
(45) Hosea Feed the Hungry1035 Donnelly Avenue Atlanta,GA30310	58-1340903	501(c)(3)	10,000	Donation to help provide short-term support to older Americans in need of food assistance
(46) National Academy of Elder Law1577 Spring Hill Rd Ste 220 Vienna,VA22182	86-0620517	501(c)(3)	10,000	Grant to select 10 AARP Foundation Litigation Jerry Florence Scholarships
(47) San Antonio Food Bank5200 Old Highway 90 West San Antonio,TX78227	74-2122979	501(c)(3)	10,000	Donation to support American families in need of food assistance, especially seniors
(48) Legal Aid of West Virginia922 Quarrier St 4th Fl Charleston,WV25301	31-1789739	501(c)(3)	7,100	Donation to ensure low-income West Virginians have access to justice
(49) Hawkeye Valley Area Agency on Aging2101 Kimball Ave Ste 320 Waterloo,IA50702	52-1621262	501(c)(3)	6,250	State coordinating agency for the AARP Foundation Money Management Program
(50) Southeast Louisiana Legal Services1200 Derek Drive Ste 100 Hammond,LA70403	72-0877422	501(c)(3)	6,250	Grant to provide legal services and assistance to Louisiana residents
(51) Meals on Wheels West1823-A Michigan Avenue Santa Monica,CA90404	95-4613280	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(52) Meals on Wheels West Los Angeles900 Hilgard Avenue Los Angeles,CA90024	95-4847907	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.
(53) Meals on Wheels Stanton Island304 Port Richmond Avenue Stanton Island,CA10302	13-2894878	501(c)(3)	14,000	Donation to provide support for 50+ adults in need of food assistance.

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image

Enter total number of other organizations listed in the line 1 table ......................... . Bullet Image

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2011

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) SCSEP Enrollee Wages and Benefits (see Page 3, Part III, Line 4a)	21380	69,349,057
(2) AARP Employee Crisis Fund	9	23,000

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
Procedure for Monitoring Grants in the U.S.:	Part I, Line 2:	Schedule I, Part I, Line 2: AARP Foundation has written grant agreements in place with financial and programmatic reporting requirements. The reports are reviewed and final payments are not made until all work has been completed.

Schedule I (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

AARP Foundation

Employer identification number

52-0794300

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ....

Yes

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ...............

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........

Participate in, or receive payment from, an equity-based compensation arrangement? ........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Yes

Any related organization? .........................

Yes

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2011

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and column (E) for that individual.

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1) Jo Ann Jenkins	(i) (ii)	251,883 50,431	95,289 0	3,830 0	9,800 36,162	12,142 0	372,944 86,593	0 0
(2) Patricia D Shannon	(i) (ii)	212,356 0	32,653 0	776 0	9,800 36,162	9,788 0	265,373 36,162	0 0
(3) David Whitehead	(i) (ii)	230,665 15,235	36,950 0	1,047 0	9,800 36,162	16,812 0	295,274 51,397	0 0
(4) Deborah Briceland-Betts	(i) (ii)	180,334 0	23,102 0	2,161 0	8,137 30,027	9,600 0	223,334 30,027	0 0
(5) Vivian Vasallo	(i) (ii)	179,014 0	18,344 0	838 0	7,894 29,130	6,025 0	212,115 29,130	0 0
(6) Deborah Armenti	(i) (ii)	162,529 0	15,057 0	724 0	2,664 26,212	10,172 0	191,146 26,212	0 0
(7) Phyllis Kim	(i) (ii)	153,855 0	0 0	504 0	3,384 22,709	7,535 0	165,278 22,709	0 0
(8) Julia Stephens	(i) (ii)	127,264 0	24,994 0	73,338 0	6,090 22,473	6,393 0	238,079 22,473	0 0
(9) Bonnie Speedy	(i) (ii)	194,005 0	29,257 0	1,158 0	8,930 32,953	9,703 0	243,053 32,953	0 0
(10) Stacy Canan	(i) (ii)	184,007 2,697	20,814 0	2,661 0	8,301 30,630	16,536 0	232,319 33,327	0 0
(11) Anisa Tootla	(i) (ii)	171,310 0	18,167 0	883 0	7,579 27,967	5,983 0	203,922 27,967	0 0
(12) Carol Rewers	(i) (ii)	70,381 0	13,617 0	17,618 102,040	3,360 12,398	2,388 0	107,364 114,438	0 0

Schedule J (Form 990) 2011

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
	Part I, Line 1a	All non-employee officers and directors for AARP Foundation serve on a volunteer basis and are not compensated for their generous commitment to AARP Foundation. The officers, directors, and key employees are reimbursed by AARP Foundation for travel and subsistence costs incurred in carrying out their duties. In addition, all non-employee officers and directors are reimbursed for travel and subsistence costs incurred for spouses/companions accompanying them to Foundation functions. All spouse/companion travel reimbursements, including tax gross-up payments, are treated as taxable income and Form 1099-MISC are issued as required by law. Board members Mendelson, Rowan, Torres-Gil, and J. David Nelson sit on both the AARP, Inc. board and the AARP Foundation board. AARP, Inc. pays all spouse/companion travel expenses for these board members and issues the required 1099-MISC with the applicable income tax gross-up payment. Board members Ruff, Edmond, Cutler, Ginsberg, and Ulsh, sit only on the AARP Foundation board and AARP Foundation pays all spouse/companion travel expenses for these board members and issues the required Form 1099-MISC with the applicable income tax gross-up payment.
	Part I, Line 4a	Julia Stephens received a separation payment in the amount of $72,178.27 in 2011. Carol Rewers received a separation payment in the amount of $118,151.53 in 2011. Of that amount AARP Foundation paid $16,111.57 and AARP paid $102,039.96.
	Part I, Line 5	Through its shared services agreement with AARP, AARP Foundation participates in AARP's enterprise-wide compensation plan. Under that compensation plan, numerous organizational factors are considered in employee compensation, of which gross revenues is one.

Schedule J (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization
AARP Foundation

Employer identification number
52-0794300

Part I

Bond Issues

(a) Issuer Name		(b) Issuer EIN	(c) CUSIP #	(d) Date Issued	(e) Issue Price	(f) Description of Purpose	(g) Defeased		(h) On Behalf of Issuer		(i) Pool financing
(a) Issuer Name		(b) Issuer EIN	(c) CUSIP #	(d) Date Issued	(e) Issue Price	(f) Description of Purpose	Yes	No	Yes	No	Yes	No
A	District of Columbia	53-6001131	254839H48	10-21-2004	25,000,000	Purchase of office space		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . .
2 Amount of bonds legally defeased . . . . . . . . . .
3 Total proceeds of issue . . . . . . . . . . . . .	25,000,000
4 Gross proceeds in reserve funds . . . . . . . .
5 Capitalized interest from proceeds . . . . . . . . . .
6 Proceeds in refunding escrows . . . . . . . . . . .
7 Issuance costs from proceeds . . . . . . . . . . .
8 Credit enhancement from proceeds . . . . . . . . . .
9 Working capital expenditures from proceeds . . . . . . .
10 Capital expenditures from proceeds . . . . . . . . . .	23,688,767
11 Other spent proceeds . . . . . . . . . . .	1,311,233
12 Other unspent proceeds . . . . . . . . . . .
13 Year of substantial completion . . . . . . . . . . .	2004
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . .		X
15 Were the bonds issued as part of an advance refunding issue? . . . .		X
16 Has the final allocation of proceeds been made? . . . . . .	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . .	X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2011

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . .
b If ‘Yes’ to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . .
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . .
d If ‘Yes’ to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	%		%		%		%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	%		%		%		%
6 Total of lines 4 and 5 . . .. . . . . . . . .	%		%		%		%
7 Does the bond issue meet the private security or payment test? . . .
8 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has a Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate, been filed with respect to the bond issue? . . .		X
2 Is the bond issue a variable rate issue?	X
3a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X
b Name of provider . . . . . . . .
c Term of hedge . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was a hedge terminated? . . . . .
4a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . .		X
b Name of provider . . . . . .
c Term of GIC . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . . .
5 Were any gross proceeds invested beyond an available temporary period? . . . . . .		X
6 Did the bond issue qualify for an exception to rebate? .		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X

Schedule K (Form 990) 2011

Page 3

Part V

Procedures To Undertake Corrective Action

Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations? . . . . . . . . . . . . . . YesNo

Part VI

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation

Schedule K (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

AARP Foundation

Employer identification number

52-0794300

Identifier	Return Reference	Explanation
	Form 990, Part VI, Section A, line 7a	The AARP Board of Directors appoints the voting members of the AARP Foundation Board of Directors. An AARP Foundation director may be removed, with or without cause, by formal action of the AARP Board of Directors, designating a successor.
	Form 990, Part VI, Section B, line 11	As part of the shared services agreement with AARP, the Form 990 for AARP Foundation ("Foundation") is prepared and reviewed in AARP's internal tax department and reviewed by AARP's Controller's Office and Office of General Counsel. The Form 990 is reviewed by Foundation's CFO and President. The Form 990 is then provided to the AARP Foundation Board of Directors. Once all reviews are complete, the return is electronically filed with the Internal Revenue Service.
	Form 990, Part VI, Section B, line 12c	All board members and employees (including officers) are required to review the ethics policy, formally acknowledge their understanding of the policy annually, and disclose any real or potential conflicts of interest. Disclosures are reviewed by appropriate management (or in the case of a board member, the Board Chair, and if necessary, the Board of Directors), and the Chief Ethics & Compliance Officer. The appropriate resolution plan is implemented (for example, recusal from participating in any deliberations and decisions relevant to the disclosure). The Chief Ethics & Compliance Officer monitors compliance with these requirements and ensures proper follow-up as needed.
	Form 990, Part VI, Section B, line 15	Through its shared services agreement with AARP, AARP Foundation participates in AARP's enterprise-wide compensation reviews. AARP has a competitive position in the marketplace that considers relevant for-profit and not-for-profit data since this is the landscape in which AARP and its affiliates compete for talent. Establishing the appropriate compensation for positions and jobs considers external market pricing (where possible) from an independent, third party compensation consulting firm, internal criteria, and an individual's actual performance and contribution. Internal criteria is based on a standard approach that measures the internal value of positions, including: complexity and scope of responsibility, skill set and competencies, education and experience, and the reporting relationship of the position. An individual's actual performance and contribution is measured through AARP's performance management approach and then rewarded through AARP's annual base pay merit and incentive award programs. This process applies to all employees of the Foundation including the President, CFO, and key employees. For AARP Foundation's president, officers, and key employees, based on the process described above, the officers of the AARP Foundation Board approves adjustments to the president's, officers, and key employees compensation package.
	Form 990, Part VI, Section C, line 18	AARP Foundation makes its Form 990 available for public inspection on its website and upon request to the AARP Foundation's Office of the CFO.
	Form 990, Part VI, Section C, line 19	AARP Foundation makes its audited financial statements available for public inspection on its website and upon request to the AARP Foundation's Office of the CFO.
Changes in Net Assets or Fund Balances:	Form 990, Part XI, line 5:	Net unrealized losses on investments: -1,888,547. Donated services and use of facilities: 470. Total to Form 990, Part XI, Line 5: -1,888,077.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

AARP Foundation

Employer identification number

52-0794300

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

(a) Name, address, and EIN of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) AARP Inc 601 E St NW Washington,DC20049 95-1985500	Social welfare organization dedicated to persons over age 50	DC	501(c)(4)	N/A	N/A		No
(2) AARP Institute 601 E St NW Washington,DC20049 52-0788950	Supporting org of AARP Fdn holding certain charitable gift annuity funds	DC	501(c)(3)	509(a)(3)	AARP Foundation		No
(3) Legal Counsel for the Elderly 601 E St NW Washington,DC20049 52-1194741	Public charity providing legal assistance/education to DC elderly residents	DC	501(c)(3)	509(a)(1)	AARP Inc		No
(4) AARP Insurance Plan 601 E St NW Washington,DC20049 52-6069387	Grantor trust holding certain AARP group health insurance policies	DC	501(c)(4)	N/A	AARP Inc		No

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2011

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)
(1) AARP Financial Services Corporation 601 E Street NW Washington,DC20049 52-1367607	Real Estate Holding Company	DE	AARP Inc	C
(2) AARP Services Inc 601 E Street NW Washington,DC20004 52-2141065	Quality Control and Research	DE	AARP Inc	C

Schedule R (Form 990) 2011

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III or IV.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

f Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

j Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

o Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) AARP Inc - Grant award for performance of charitable program activities	B	3,599,884	grant agreement
(2) AARP Inc - Cash contributions	C	15,401,169	cash paid
(3) AARP Inc - Bond standby agreement	E	25,000,000	in the event of default
(4) AARP Inc - In-kind shared services	L	10,899,745	allocable cost
(5) AARP Inc - In-kind advertising	L	2,773,534	publication space market value
(6) AARP Inc - Mailing lists	M	0	see supplemental information
(7) AARP Inc - Postage printing telephone expenses	O	155,057	costs incurred
(8) AARP Inc - Building maintanence	O	518,399	costs incurred
(9) AARP Inc - Salaries for dual employees	O	274,878	actual salaries for time reported
(10) AARP Inc - Salaries for dual employees	P	365,986	actual salaries for time reported
(11) AARP Inc - 25k Annual fee for line of credit and 15k for national event	Q	40,000	cash paid
(12) Legal Counsel for the Elderly - Intercompany rent	I	354,270	cost
(13) AARP Institute - In-kind shared services	K	75,913	allocable cost
(14) AARP Services Inc	L	550,922	costs incurred

Schedule R (Form 990) 2011

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2011

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation
Mailing list explanation:	Schedule R, Part V, Line 2(a)(6)	AARP Foundation and AARP, its parent organization, share mailing lists. AARP does not rent its mailing list to other organizations, so a fair market value of the benefit to the Foundation has not been established. While the AARP Foundation currently exchanges a small subset of its mailing list with other charities, the AARP list is much larger and thus presumably more valuable than the Foundation list. Moreover, the vast majority of names on the AARP Foundation list are already on the AARP list, as they are also AARP members.

Additional Data

Software ID:
Software Version: