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
Air Line Pilots Association International

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
535 Herndon Parkway PO Box 1169

Room/suite

City or town, state or country, and ZIP + 4
Herndon, VA20170

D Employer identification number

36-0710830

E Telephone number

G Gross receipts $ 139,410,404

F Name and address of principal officer:
Captain Donald L Moak
535 Herndon Parkway
Herndon,VA20170

Tax-exempt status: 501(c)(3) 501(c) ( 5 ) LeftBullet

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

Website:

http://www.alpa.org/

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: 1931

M State of legal domicile: VA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: The organization's primary exempt purpose is to promote the interests of the Airline Piloting profession and to safeguard the rights, individually and collectively, of its members.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a).....	3	260
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	260
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...	5	898
6	Total number of volunteers (estimate if necessary) ....	6	420
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	833,038
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	188,079

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	100,491,491	109,991,483
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	4,614,641	5,276,936
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	683,555	1,635,088
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	105,789,687	116,903,507
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	84,623	86,977
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)	45,941,735	52,273,843
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	63,152,593	65,881,930
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	109,178,951	118,242,750
19	Revenue less expenses. Subtract line 18 from line 12.......	-3,389,264	-1,339,243
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	107,231,368	109,383,731
21	Total liabilities (Part X, line 26).............	61,308,610	79,787,253
22	Net assets or fund balances. Subtract line 21 from line 20.....	45,922,758	29,596,478

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: The organization's primary exempt purpose is to promote the interests of the Airline Piloting profession and to safeguard the rights, individually and collectively, of its members.

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 $ including grants of $ ) (Revenue $ )
	SEE SCHEDULE O

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	SEE SCHEDULE O

4c	(Code: ) (Expenses $ 0 including grants of $ ) (Revenue $ )
	SEE SCHEDULE O

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 0 including grants of $ ) (Revenue $ )
4e	Total program service expenses$ 0

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

Is the organization required to complete Schedule B, Schedule of Contributors? ........

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

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

Yes

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

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

Yes

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

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

Yes

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......... Click to see attachment

14b

Yes

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.. Click to see attachment

Yes

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.. Click to see attachment

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

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..........

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

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

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

24a

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

Yes

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

Yes

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...........

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. .......

233

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

898

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?.............................

Yes

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

Yes

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)?.......................

Yes

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

BD , CA , EI
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?....................

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

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.

260

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

260

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?

Yes

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

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

Yes

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

Yes

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

Yes

11a

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

11a

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

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

Yes

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

DC , GA , IL , VA

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

MARGARITA LORENZETTI
535 HERNDON PARKWAY
Herndon,VA20170
(703) 689-4186

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) See Sch O for list of Board of Directors	1.0	X		0	0	0
(2) Donald L Moak President	60.0		X	565,460	0	296,976
(3) Sean Cassidy First Vice-President	50.0		X	151,601	0	0
(4) William Couette VP Administration/Secretary	50.0		X	177,328	0	0
(5) W Randolph Helling VP Finance/Treasurer	50.0		X	153,694	0	0
(6) Timothy Canoll Executive Administrator	40.0		X	156,112	0	0
(7) Lawrence Beck Executive Vice President	10.0		X	6,000	0	0
(8) Joe Fagone Executive Vice President	10.0		X	6,000	0	0
(9) William Bartels Executive Vice President	10.0		X	6,000	0	0
(10) Michael Hamilton Executive Vice President	10.0		X	6,097	0	0
(11) William Patterson Executive Vice President	10.0		X	6,210	0	0
(12) Thomas Maxwell Executive Vice President	10.0		X	6,000	0	0
(13) Todd Ortscheid Executive Vice President	10.0		X	14,643	0	0
(14) Mark Segaloff Executive Vice President	10.0		X	5,588	0	0
(15) Dan Adamus Executive Vice President	10.0		X	9,764	0	0
(16) Jalmer Johnson General Manager	40.0		X	409,148	0	597,183
(17) Margarita Lorenzetti Director of Finance	40.0		X	209,925	0	46,577

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) Jonathan Cohen Director of Legal	40.0	X			415,825	0	51,854
(19) James Johnson Manager Legal	40.0	X			244,943	0	108,111
(20) Bruce York Director of Representation	40.0	X			377,017	0	550,937
(21) William Roberts Asst. Dir. Representation	40.0	X			331,410	0	45,849
(22) Howard Hagy Dir. of Engineering Air Safety	40.0	X			294,137	0	49,126
(23) Elizabeth Koby Sr Mgr Retirement & Insurance	40.0	X			281,995	0	43,111
(24) Ana Mcahron-Schulz Director of Economic Financial	40.0	X			286,648	0	63,165
(25) Brendan Kenny Director of Government Affairs	40.0	X			299,096	0	28,050
(26) Seth D Rosen Director, ALPA IPSC	40.0	X			253,138	0	17,147
(27) Charles F Murphy Dir. of Information Technology	40.0	X			232,055	0	55,692
(28) Elizabeth Ginsburg Managing Attorney	40.0	X			268,349	0	47,223
(29) GC Warner Managing Attorney	40.0	X			255,666	0	47,223
(30) Marcus Migliore Managing Attorney	40.0	X			257,381	0	47,223
(31) Arthur Luby Asst. Dir. Representation	40.0	X			255,145	0	47,223
(32) Kelly Collie Dir. of Human Resources	40.0	X			195,867	0	57,669
(33) Marie Schwartz Director of Communications	40.0	X			206,634	0	45,446
(34) Robert Nichols Sr. Contract Administrator	40.0		X		256,074	0	42,911
(35) Robert Bailey Senior Attorney	40.0		X		244,320	0	42,911
(36) Elwyn Woody Sr. Benefits Attorney	40.0		X		245,465	0	42,727
(37) Andrew Shostack Supervisor, Representation	40.0		X		386,571	0	34,833
(38) John Schleder Contract Administrator	40.0		X		240,077	0	26,984
(39) John Prater Former President				X	216,249	0	10,634
(40) James Wilson Former Asst. Dir. of Repr.				X	108,823	0	2,246

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	8,042,455	0	2,449,031

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

142

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

Yes

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
Virtual Flight Surgeons Inc 9800 S Meridian Blvd 125 ENGLEWOOD,CO80112	Consulting	2,088,702
Cohen Weiss Simon 330 West 42nd Street NEW YORK,NY10036	Legal	1,693,923
Kelly Press Inc 1701 Cabin Branch Drive CHEVERLY,MD20785	Printing	1,151,293
Archer Greiner One Centennial Sqr HADDONFIELD,NJ080330968	Legal	1,025,381
Katz Ranzman 4530 Wisconsin Ave NW WASHINGTON,DC20016	Legal	911,838
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 29

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
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			0
			Business Code
2a	MEMBERSHIP DUES		900,099	107,120,254	107,120,254
b	PUBLICATIONS		541,800	1,984,883	1,921,248	63,635
c	MEMBER BENEFITS		900,099	886,346	886,346
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			109,991,483
3	Investment income (including dividends, interest
	and other similar amounts).....			2,952,899	2,732,843	220,056
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			82	82
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	24,845,760	-14,826
b	Less: cost or other basis and sales expenses	22,573,722	-66,825
c	Gain or (loss)	2,272,038	51,999
d	Net gain or (loss)..........			2,324,037			2,324,037
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..			0
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...			0
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..			0
Miscellaneous Revenue			Business Code
11a	CONSULTING		900,099	549,347		549,347
b	MISCELLANEOUS		900,099	1,085,659	1,085,659
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			1,635,006
12	Total revenue. See Instructions....			116,903,507	113,746,432	833,038	2,324,037

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
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	72,271
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	14,706	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	7,580,470
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	30,093,188
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	3,724,118
9	Other employee benefits .......	8,557,956
10	Payroll taxes ...........	2,318,111
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	5,215,332
c	Accounting ...........	216,549
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	78,485
g	Other ..........	531,759
12	Advertising and promotion ....	76,772
13	Office expenses .......	3,621,504
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	4,381,402
17	Travel ............	12,303,492
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	4,112,143
20	Interest ...........	708,514
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	1,510,786
23	Insurance ..............	2,361,994
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	FLIGHT PAY LOSS & RELATED	24,737,414
b	PER CAPITA DUES	1,350,588
c	OTHER EXPENSES	4,675,196
d
e
f	All other expenses
25	Total functional expenses. Add lines 1 through 24f	118,242,750	0
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).

Form 990 (2011)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			3,994	1	3,994
2	Savings and temporary cash investments .......			10,668,291	2	12,671,041
3	Pledges and grants receivable, net .........			0	3	0
4	Accounts receivable, net .........			0	4	0
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........			0	5	0
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 ..........			0	6	0
7	Notes and loans receivable, net .............			2,461,193	7	2,461,193
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ............			0	9	0
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	21,439,540
b	Less: accumulated depreciation. .....	10b	17,479,952	4,146,665	10c	3,959,588
11	Investments—publicly traded securities ..........			82,679,228	11	83,338,900
12	Investments—other securities. See Part IV, line 11 ......			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			0	13	0
14	Intangible assets .........			0	14	0
15	Other assets. See Part IV, line 11 ...........			7,271,997	15	6,949,015
16	Total assets. Add lines 1 through 15 (must equal line 34)...			107,231,368	16	109,383,731
17	Accounts payable and accrued expenses .			25,694,911	17	32,482,314
18	Grants payable ..........			0	18	0
19	Deferred revenue ..........			23,254,948	19	26,827,495
20	Tax-exempt bond liabilities ..........			0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
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.....			12,358,751	25	20,477,444
26	Total liabilities. Add lines 17 through 25.....			61,308,610	26	79,787,253
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....				27
28	Temporarily restricted net assets .....				28
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 .....			0	30	0
31	Paid-in or capital surplus, or land, building or equipment fund .....			0	31	0
32	Retained earnings, endowment, accumulated income, or other funds			45,922,758	32	29,596,478
33	Total net assets or fund balances .....			45,922,758	33	29,596,478
34	Total liabilities and net assets/fund balances .....			107,231,368	34	109,383,731

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) ...

116,903,507

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

118,242,750

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

-1,339,243

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

45,922,758

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

-14,987,037

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

29,596,478

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? ................

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. ..

Form 990 (2011)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- 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

Air Line Pilots Association International

Employer identification number

36-0710830

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:

			Amount
c	Beginning balance .................................	1c	4,515,508
d	Additions during the year ..............................	1d	8,620
e	Distributions during the year .............................	1e	1,979,482
f	Ending balance ...................................	1f	2,544,646

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	(e)Four Years Back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

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

Board designated or quasi-endowment SchDMd Bullet

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		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............	0	3,491,186	2,373,094	1,118,092
d	Equipment ................	0	17,948,354	15,106,858	2,841,496
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......					3,959,588

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
(1) MEMBER'S ARRANGEMENT PLANS				535,898
(2) INTERCOMPANY RECEIVABLE				1,161,581
(3) MEMBER DUES & ASSESS. REC.				4,263,297
(4) OTHER ASSETS				985,159
(5) INVESTMENT INTEREST RECEIVABLE				114
(6) MEMBER LOANS, NET				2,966



Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				6,949,015

Part X

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

1.(a) Description of Liability		(b) Book value
Federal Income Taxes		0
POSTRETIREMENT BENEFITS		20,477,444








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		20,477,444
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
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3
4	Net unrealized gains (losses) on investments ..........................	4
5	Donated services and use of facilities .............................	5
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
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10

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
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
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
c	Add lines 4a and 4b.......................		4c
5	Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
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
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

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
EXPLANATION FOR custodian of assets not included on Form 990	SCHEDULE D, PART IV, QUESTION 1A	ALPA collects assessment payments on behalf of the Master Executive Council (MEC) and deposits collected funds into separate MEC accounts which ALPA administers and makes payments out of the accounts as approved by the MEC. These accounts are not included in the ALPA's audited consolidated financial statements and Form 990.

Schedule D (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization
Air Line Pilots Association International

Employer identification number

36-0710830

Part I

General Information on Activities Outside the United States. Complete if the organization answered
“Yes” to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of its grants

and other assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used

to award the grants or assistance? ..............................

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of its grants and other
assistance outside the United States.

Activites per Region. (Use Part V if additional space is needed.)

(a) Region		(b) Number of offices in the region	(c) Number of employees or agents in region or independent contractors	(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in region	(f) Total expenditures for region/investments in region
	North America	3	10	Program Services	See program services.	4,079,535
















3a	Sub-total .....	3	10			4,079,535
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)	3	10			4,079,535

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2011

Schedule F (Form 990) 2011

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered "Yes" to Form 990,

Part IV, line 15, for any recipient who received more than $5,000. Check this box if no one recipient received more than $5,000 ........ MediumBullet

Use Part V if additional space is needed.

(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement
North America	contribution	9,804	Check

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter ..... MediumBullet

Enter total number of other organizations or entities ........................ MediumBullet

Schedule F (Form 990) 2011

Schedule F (Form 990) 2011Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Use Part V if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of non-cash assistance	(g) Description of non-cash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2011

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2011

Page 5

Part V

Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	ReturnReference	Explanation
Schedule F, Part I, Line 1 & 2		ALPA'S GRANTS/ASSISTANCES ARE SPONSORSHIPS OR SCHOLARSHIPS FOR ONE-TIME EVENTS. ALPA SPECIFIES THE PURPOSE OF THE GRANTS/ASSISTANCE IN THE AWARD LETTER WHEN IT IS DISBURSED.

Schedule F (Form 990) 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
Air Line Pilots Association International

Employer identification number
36-0710830

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) Aero Club of WashingtonPO BOX 17295 WASHINGTON,DC20041	52-6054159	501(c)(6)	9,415	Contribution
(2) WAYNE STATE UNIVERSITY5401 Cass Detroit,MI48202	38-6028429	501(c)(3)	17,500	contribution
(3) Memphis Airshow Organization LLC4381 Charleswood Avenue Memphis,TN38117	27-2230108	N/A	10,750	Donation

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	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

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
General Information on Grants and Assistance	Schedule I, Part 1, Line 1 & 2	ALPA'S GRANTS/ASSISTANCES ARE SPONSORSHIPS OR SCHOLARSHIPS FOR ONE-TIME EVENTS. ALPA SPECIFIES THE PURPOSE OF THE GRANTS/ASSISTANCE IN THE AWARD LETTER WHEN IT IS DISBURSED.

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

Air Line Pilots Association International

Employer identification number

36-0710830

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? ........

Yes

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? ...........................

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

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) Donald L Moak	(i) (ii)	370,286 0	0 0	195,174 0	268,972 0	28,004 0	862,436 0	0 0
(2) Sean Cassidy	(i) (ii)	417 0	0 0	151,184 0	0 0	0 0	151,601 0	0 0
(3) William Couette	(i) (ii)	23,533 0	0 0	153,795 0	0 0	0 0	177,328 0	0 0
(4) W Randolph Helling	(i) (ii)	4,394 0	0 0	149,300 0	0 0	0 0	153,694 0	0 0
(5) Timothy Canoll	(i) (ii)	352 0	0 0	155,760 0	0 0	0 0	156,112 0	0 0
(6) Jalmer Johnson	(i) (ii)	389,639 0	0 0	19,509 0	574,082 0	23,101 0	1,006,331 0	0 0
(7) Margarita Lorenzetti	(i) (ii)	209,304 0	0 0	621 0	22,226 0	24,351 0	256,502 0	0 0
(8) Jonathan Cohen	(i) (ii)	397,835 0	0 0	17,990 0	27,100 0	24,754 0	467,679 0	0 0
(9) James Johnson	(i) (ii)	232,382 0	0 0	12,561 0	89,500 0	18,611 0	353,054 0	0 0
(10) Bruce York	(i) (ii)	361,708 0	0 0	15,309 0	525,281 0	25,656 0	927,954 0	0 0
(11) William Roberts	(i) (ii)	319,394 0	0 0	12,016 0	24,500 0	21,349 0	377,259 0	0 0
(12) Howard Hagy	(i) (ii)	288,787 0	0 0	5,350 0	24,500 0	24,626 0	343,263 0	0 0
(13) Elizabeth Koby	(i) (ii)	275,130 0	0 0	6,865 0	24,500 0	18,611 0	325,106 0	0 0
(14) Ana Mcahron-Schulz	(i) (ii)	278,488 0	0 0	8,160 0	37,500 0	25,665 0	349,813 0	0 0
(15) Brendan Kenny	(i) (ii)	110,770 0	0 0	188,326 0	10,902 0	17,148 0	327,146 0	0 0
(16) Seth D Rosen	(i) (ii)	253,138 0	0 0	0 0	0 0	17,147 0	270,285 0	0 0
(17) Charles F Murphy	(i) (ii)	230,191 0	0 0	1,864 0	34,900 0	20,792 0	287,747 0	0 0
(18) Elizabeth Ginsburg	(i) (ii)	265,488 0	0 0	2,861 0	24,500 0	22,723 0	315,572 0	0 0
(19) GC Warner	(i) (ii)	253,922 0	0 0	1,744 0	24,500 0	22,723 0	302,889 0	0 0
(20) Marcus Migliore	(i) (ii)	255,420 0	0 0	1,961 0	24,500 0	22,723 0	304,604 0	0 0
(21) Arthur Luby	(i) (ii)	249,801 0	0 0	5,344 0	24,500 0	22,723 0	302,368 0	0 0
(22) Robert Nichols	(i) (ii)	249,843 0	0 0	6,231 0	24,500 0	18,411 0	298,985 0	0 0
(23) Robert Bailey	(i) (ii)	241,968 0	0 0	2,352 0	24,500 0	18,411 0	287,231 0	0 0
(24) Elwyn Woody	(i) (ii)	243,166 0	0 0	2,299 0	24,316 0	18,411 0	288,192 0	0 0
(25) Andrew Shostack	(i) (ii)	193,726 0	0 0	192,845 0	23,911 0	10,922 0	421,404 0	0 0
(26) John Schleder	(i) (ii)	233,607 0	0 0	6,470 0	23,361 0	3,623 0	267,061 0	0 0
(27) Kelly Collie	(i) (ii)	194,826 0	0 0	1,041 0	33,537 0	24,132 0	253,536 0	0 0
(28) Marie Schwartz	(i) (ii)	205,458 0	0 0	1,176 0	21,002 0	24,444 0	252,080 0	0 0
(29) John Prater	(i) (ii)	108,655 0	0 0	107,594 0	10,634 0	0 0	226,883 0	0 0
(30) James Wilson	(i) (ii)	22,445 0	0 0	86,378 0	2,246 0	0 0	111,069 0	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
Housing allowance or residence for personal use	Schedule J, Part I, Line 1a	REIMBURSEMENT FOR LIVING EXPENSES INCURRED IN THE WASHINGTON, D.C. AREA IS PROVIDED FOR THOSE OFFICERS WHO MAINTAIN A PRIMARY RESIDENCE OUTSIDE OF THE WASHINGTON, D.C. AREA TO COMPENSATE FOR APPROPRIATE HOUSING, MEALS, AND INCIDENTAL EXPENSES WHILE IN THE WASHINGTON, D.C. AREA, AND TRANSPORTATION BETWEEN HIS/HER PRIMARY RESIDENCE OUTSIDE THE WASHINGTON, D.C. AREA AND WASHINGTON, D.C. THIS REIMBURSEMENT POLICY WAS APPROVED BY THE ALPA BOARD OF DIRECTORS.
Discretionary spending account	Schedule J, Part I, Line 1a	A national officer PER DIEM is provided for reimbursement of extraordinary expenses, both personal and business, associated with services in an ALPA national officer position not under an accountable plan. This PER DIEM was approved by the ALPA Board of Directors.
Supplemental nonqualified retirement plan	Schedule J, Part I, Line 4b	Participants of a supplemental nonqualified retirement plan include: (1) Jonathan Cohen: $2,600 (2) Ana McAhron-Schulz: $13,000 (3) Charles Murphy: $10,400 (4) Kelly Collie: $12,090 (5) James Johnson: $65,000 (6) Andrew Shostack: $3,250 Participants of a supplemental nonqualified annuity plan include: (1) Donald Moak: $244,472 (2) Jalmer Johnson: $549,582 (3) Bruce York: $500,781
FORM 990, SCHEDULE J-1		DEFERRED COMPENSATION AMOUNTS INCLUDE CONTRIBUTIONS TO 401K.
Form 990, Schedule J, Part II	Compensation of former officer and Key employee	Captain John Prater- Former President, compensation includes: Base compensation: $ 108,655 Severance payment: $ 107,594 contributions to 401K: $ 10,634 ------------- Total $ 226,883 Form 990, Schedule J, Part II Compensation of former officer and Key employee James Wilson- Former Key employee, compensation includes: severance payment: $ 22,445 retirement and other deferred compensation: $ 86,378 contributions to 401K: $ 2,246 ------------- Total $ 111,069 Brendan Kenny- Former Key employee, compensation includes: Base compensation: $ 110,770 Severance payment: $ 185,741 Other reportable compensation: $ 2,585 contributions to 401K: $ 10,902 Health/Dental: $ 17,148 ------------- Total $ 327,146

Schedule J (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

Air Line Pilots Association International

Employer identification number

36-0710830

Identifier	Return Reference	Explanation
Program Services Activity #1	Form 990, Part III, Line 4A	Collective Bargaining: Air Line pilots Association International (ALPA or The Association) is the collective bargaining agent for 52,992 airline pilots and professional flight engineers who make up 37 pilot groups in the United States and Canada. In addition to negotiating labor contracts, it processes grievances, arbitrations, and other contract administration-related activities. The year 2011 was a busy period for collective bargaining, as the association was engaged in negotiations to amend, create, or implement collective bargaining agreements at several ALPA carriers.
Program Services Activity #2	Form 990, Part III, Line 4B	Government Affairs: As the voice of professional airline pilots, the association represents their views to Congress and to many administrative agencies, including the Federal Aviation Administration, National Transportation Safety Board, Department of Transportation, Department of State, Department of Homeland Security, and Transportation Security Administration. Key legislative issues for pilots in 2011 included nationwide implementation of an expedited access and identification system for flight crews at security screening checkpoints, funding for crucial FAA programs, "Open Skies" and foreign control of U.S. airlines, pilot certification, training, and professionalism, regulating shipments of lithium batteries, and updating antiquated flight-time, duty-time regulations.
Program Services Activity #3	Form 990, Part III, Line 4C	Aviation Safety: ALPA maintains a network of hundreds of pilot volunteers, supported by approximately two dozen staff professionals, organized into an extensive structure of local and national committees. Key safety issues in 2011 included: pilot fatigue, pilot training and qualification, airport and runway safety, various improvements to aviation security and pilot screening, safety management systems, and the results of key accident investigations.
Other program services	Form 990, Part III, Line 4D	Publications: The union's magazine, Air Line Pilot, is published 10 times per year with a circulation of about 72,000 copies, mostly to members and retired pilots. Its content is a mixture of union news, industry trends, and technical safety and security-related information. Most of ALPA's 37 pilot groups, including their individual local councils, publish and distribute both paper and e-mail newsletters with news and information of interest to their pilots. The association occasionally publishes specialized newsletters on matters of urgent interest and also maintains an extensive website that carries news, announcements, and general information on both a publically accessible homepage and a "member only" portion of the website.
Form 990, Part IV, Question 12		As the organization and its subsidiaries meet the GAAP requirements for consolidation, the organization received consolidated audited financial statements for the year in which it is completing the return. An independent auditing firm conducted the audit of the financial statements. The audited financial statements were prepared in accordance with GAAP.
Significant changes to the organization's governing documents	Form 990, Part VI, Line 4	ALPA Board of Directors modified the Constitution and By-Laws (CBL) in 2010 and enacted the following changes in June 2011: (1) ALPA COMMITTEES - REGARDING THE ESTABLISHMENT AND OVERSIGHT OF NATIONAL COMMITTEES (ARTICLE VII, SECTION 14) (2) NOTICE OF MEETINGS - Regarding Notice of Regular Board of Directors Meetings (Article VII, Section 3c) ALPA Board of Directors modified the Constitution and By-Laws (CBL) in 2011 and enacted the following change in October 2011: (1) SPECIAL MEC RESERVE ACCOUNT - REGARDING THE ELIMINATION OF THE SPECIAL MEC RESERVE ACCOUNT (ARTICLE IX, SECTION 16)
Members or Stockholders of the organization	Form 990, Part VI, Line 6	ALPA represents nearly 53,000 pilot members. ALPA has only one category of active members. ALPA also collects dues from executive inactive members (at a reduced rate) and "non-members" (at another reduced rate). Executive inactive members are entitled to all of the rights and benefits of active members except they may not vote, assume or hold elective or appointive office (including committee assignments), attend meetings or be included on the active member mailing list. "Non-members" are not members of ALPA who are nevertheless compelled to pay union dues or fees under an agency shop agreement. Non-members are entitled to a pro rata adjustment for any expenses that are not germane. Non-members are not entitled to any benefits of ALPA membership.
Members or stockholders who may elect members of the governing body	Form 990, Part VI, Line 7a	ALPA's highest governing body is the board of directors. Members of the board of directors are directly elected from local councils by the active and executive active members assigned to those local councils. The members of other ALPA governing bodies - all of which are subsidiary to the board of directors - are elected by the members of the board of directors.
Form 990 Review Process	Form 990, Part VI, Line 11b	ALPA hires an independent accounting firm to prepare and review the organization's form 990 based on information provided by the organization's accounting staff. A copy of the form 990 is provided to the staff accountants, Finance Department Management Staff, General Manager, and Vice President Finance, Treasurer of the "Association" for review prior to being filed with the internal revenue service and certain state reporting agencies.
Conflict of Interest Policy Monitoring & Enforcement	Form 990, Part VI, Line 12c	(1) ALPA's conflict of interest policy is reviewed with employees, a written copy is included in each employee new hire kit, included in the employee handbook and the policy is posted on the employee staff center website. The policy provides examples of some of the relationships that should be avoided. The policy requires that all employees avoid conflicts between their personal interest and the members of, or persons represented by, ALPA or the interest of ALPA in dealing with employers or with suppliers, customers, and all other organizations or individuals seeking to do business with ALPA. If a conflict is reported, discovered, or suspected, it is addressed first by the employee's supervisor and, if necessary, by the human resources department, and in either case, appropriate measures are taken, which can include termination for violation of the policy. (2) In accordance with Federal labor laws, ALPA is governed by officers elected from among the membership. Accordingly, decisions made by ALPA's governing bodies necessarily affect the officers who make up those governing bodies, just as those decisions affect the union members as a whole. However, section 501(A) of the Labor-Management Reporting and Disclosure Act (LMRDA), 29 U.S.C. S501(A), states that officers and other union representatives "occupy positions of trust" with respect to the union and so that it is, therefore, the duty of each such person, taking into account the special problems and functions of a labor organization, to hold its money and property solely for the benefit of the organization and its members and to manage, invest, and expend the same in accordance with its constitution and bylaws and any resolutions of the governing bodies adopted thereunder, to refrain from dealing with such organization as an adverse party or in behalf of an adverse party in any matter connected with his duties and from holding or acquiring any pecuniary or personal interest which conflicts with the interest of such organization, and to account to the organization for any profit received by him in whatever capacity in connection with transactions conducted by him or under his direction on behalf of the organization." The responsibilities imposed by LMRDA section 501(A) may be enforced by union members through suits in federal courts, or by the Secretary of Labor, and those responsibilities govern the union's actions.
Process for determining compensation	Form 990, Part VI, Line 15a and 15b	(1) ALPA's compensation review process includes evaluation of individual education and professional experience, review and updating of each staff position, performance appraisal, assessment of internal equity, and external/market benchmarking. ALPA evaluates/re-evaluates staff positions on an on-going basis, rotating through each position approximately every four years. The evaluation is an interactive, written process that includes the employee, department management, and human resources. External/market benchmarking is part of the compensation review process, as well as the annual performance appraisal process. ALPA subscribes to/participates in several benchmarking data sources including ERI Executive Compensation Assessor, Salary.com Companalyst, and the HRA-NCA Survey for DC associations. Salary minimums/maximums are prescribed by collective bargaining agreements for 86% of ALPA staff. The salary review committee is responsible for review and approval of compensation and meets on a regular basis. (2) The president's compensation is approved by the ALPA Board of Directors (BoD). The BoD last reviewed the president's compensation at the 2010 BoD meeting. The general manager's compensation is approved by the president and the director-human resources. Other key employee's compensation is approved by the general manager and the director-human resources. The review process for key employees was undertaken during 2011.
How Documents are made available to the public	Form 990, Part VI, Line 19	The organization makes its governing documents, conflict of interest policy, and audited financial statements available to the public to the extent required by law.
2011 ALPA Board of Directors	Form 990, Part VII, Section A, List of Directors	AARON, ARTHUR ACHORS, GREGORY ADAMS, STANLEY ALLISON, JOHN ARELLANO, MARK ARMSTRONG, JARED ARMSTRONG, KENNETH AUBIN, SYLVAIN AVERY, BRAD BADGER, KEETH BAKER, CHRIS BALLARD, LLOYD BARBEE, PAUL BARMAN, HOWARD BARNHART, VINCENT BARON, JAYSON BAUMAN, JEFFERY BENSON, WILLIAM BERBERICH, TIMOTHY BERG, JEFFREY BISHOP, BRUCE BJORNSTAD, PAUL BOOTH, RANDALL BOYCHUK, JONATHAN BRASHEAR, STEVEN BREVARD, JIMMY BREZNAU, RYAN BRIELMANN, THOMAS BRYANT, DEAN BURGER, DARREN BUSCH, AARON BUTCHER, CHARLES CAICEDO, LUIS CARLISLE, ROBERT CARPENTER, FRASER CARRELL, HOWARD CASTLE, RICHARD CHETCUTI, GEORGE COLEY, BRIAN CONN, THAD CONTI, MICHAEL COOK, TARA CORNELISON, A. SCOTT COSTANZA, JOSEPH COVEY, BRENT COWAN, ERIC COYLE, CAMERON CRAIG, BRIAN CUETO, CARLOS CULLEN, KELLY CUTLER, ANTHONY DAVIDSON, JAMES DE SANTIS, MICHAEL DEIST, LAWRENCE DONOGHUE, REED DOUGHERTY, JAY DWYER, JOHN DYE, BLANE EDEL, LAMONT EGAN, JAMES ELLEY, CHRISTOPHER ENDLER, BRUCE EVANS, KENNETH FALLACE, LIAM FICHTNER, DAVID FINK, WILLIAM FORTIER, SERGE FOX, CLARENCE FRAHM, MICHAEL FRANKLIN, COREY FRIES, BRENIER GALLAGHER, JAMES GALLO, ALBERT GARBAT, TIMOTHY GASKINS, CHRISTOPHER GATES, SCOTT GAUTHIER, ERIC GAY, CHARLES GEDDIE, MATTHEW GILLERAN, TIMOTHY GOMEZ, ARMANDO GOTTLIEB, MAURY GOURLEY, DAVID GREEN, MATHIAS GRUBER, TODD HALE, ANDY HAMMER, JEFF HANKIRK, JOHN HANN, JOHN HANSON, MICHAEL HARDING, JAMES HARNEY, PATRICK HARRIS, TODD HARSH, JOSHUA HAUSERMAN, ANTHONY HAVRILLA, EDWIN HAY, RONALD HEBINCK, ROBERT HEGEDUS, DAVID HILL, CHUCK HOLMAN, MICHAEL HOLMAN, ERIN HOPE, SCOTT HORNE, RICHARD HOWARD, THOMAS HUDY, CHARLENE HUNTER, ERIC ISAACS, ELLIOTT JARVI, JASON JENSEN, FRANZISKA JESTER, VAL JONES, JONATHAN JONES, CARL KAMPEN, CHRISTOPHER KANIGAN, KRISTOFER KELLY, BOYD KERN, STEVEN KLETECKA, FRANK KLUWE, CLARK KOGELER, WILLEM LARSEN, ERIK LATVALA, SUSAN LEGGETT, ROBERT LEMAIRE, ANTOINE LORENZ, MICHAEL MACDONNELL, BRIAN MACKENZIE, JOHN MALONEY, BRIAN MARK, HERBERT MARSH, ROBERT MARTINAK, CHARLES MASON, JONATHAN MATHIS, STEVEN MAY, PATRICK MAY, JESSE MCCARTNEY, ROBERT MCCLEARY, TIMOTHY MCCOLLUM, ROGER MEGGINSON, CHARLES MEISSER, JUSTIN MERTENS, JEFFREY MERTZ, SANDER MESTON, COREY MIDDENDORFF, ANTHONY MILLER, ANTHONY MORGAN, WILLIAM MORLANDO, DAVID MUMBY, JAMES NEVINS, CHRISTOPHER NICHOLS, RYAN OLSON, M PANGELINAN, BENJAMIN PARNHAM, DANIEL PAUL, KELLY PENOT, ARTHUR PERRY, RICHARD PERSON, JOHN PHILLIPS, GREG PIERCE, MATTHEW PLOWMAN, MICHAEL POTTER, BRENDAN PRESCOTT, STEVEN PRUETT, JEFFREY RADO, MARK RAYBORN, STEPHEN REAVILLE, KRISTOPHER REESE, EVERETT REINMUTH, MICHAEL RENAUD, GILBERT RIZZUTO, GREGORY RODRIGUEZ, CARLOS ROGERS, THOMAS ROWBOTHAM, DANNY ROY, DOMINIQUE SAIA, JOSEPH SALAZAR, MARCO SALLEY, BENJAMIN SAUNDERS, J. ROBERT SAXTON, BRIAN SCHELLER, ERIK SEIDNER, MICHAEL SEXTON, KATHRYN SHAGENA, DAVID SIEGEL, TODD SIRROS, ALEX SKINNER, AARON SLOVITSKY, ROBERT SMITH, DANNY SMITHLING, BRETT SPAIN, MICHAEL SPARKS, DAVID SPIZZIRRI, PHILLIP SPRAGUE, WILLIAM STROPLE, PETER STUDNEY, JEREMY SUHS, CHRISTOPHER SULLIVAN, JAMES SULLIVAN, TRAVIS SZURGOT, DAVID TAKLE, IVAR TAYLOR, MARQUIS TERRELL, LEMUEL THURSBY, TODD TOUCHETTE, JAMES TUCKER, THOMAS VALENTE, PHILIP VANATTA, J VIARS, RICHARD VORIES, MONTE VORPERIAN, EDOARDO WALLACE, PETER WARD, ROBERT WEIFORD, JEFFREY WERTZ, GREGORY WEST, BRADLEY WHEAT, TRAVIS WICKENS, KENT WICKHAM, E. DEREK WIDRY, PETER WOLGEMUTH, MICHAEL WOLLMAN, MARK YANNUZZI, FRANCIS YANOVITCH, MICHAEL YOUNG, CHRISTOPHER ZUKOWSKI, MARK
Other Changes in Net Assets	Form 990, Part XI, Line 5	The other changes in net assets is attributable to: unrealized investment losses: $ (4,310,140) Currency Translation losses : (35,772) addition of imputed interest: (3,910) pension plans related losses: (10,637,215) ---------------- Total $ (14,987,037)
Financial Statements and Reporting	FORM 990, PART XII, QUESTION 2A, 2B, AND 2C	THE CONSOLIDATED FINANCIAL STATEMENTS WERE AUDITED BY AN INDEPENDENT ACCOUNTANT. THE ORGANIZATION DOES HAVE AN AUDIT COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND THE SELECTION OF THE INDEPENDENT ACCOUNTANT.
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Donald L. Moak TITLE:President HOURS:5
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Sean Cassidy TITLE:First Vice-President HOURS:5
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:William Couette TITLE:VP Administration/Secretary HOURS:5
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:W. Randolph Helling TITLE:VP Finance/Treasurer HOURS:5
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Jalmer Johnson TITLE:General Manager HOURS:5
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Margarita Lorenzetti TITLE:Director of Finance HOURS:5
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Seth D. Rosen TITLE:Director, ALPA IPSC HOURS:5
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Kelly Collie TITLE:Dir. of Human Resources HOURS:1

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

Air Line Pilots Association International

Employer identification number

36-0710830

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) ALPA EMERGENCY RELIEF FUND 535 HERNDON PARKWAY HERNDON,VA20170 14-1936814	SUPPORT ALPA	VA	501(C)(3)	11a	ALPA	Yes
(2) 1625 MASSACHUSETTS AVENUE 535 HERNDON PARKWAY HERNDON,VA20170 52-0946056	RENT PROPERTY	VA	501(C)(2)		ALPA	Yes
(3) AIR LINE PILOTS ASSOCIATION PAC 535 HERNDON PARKWAY HERNDON,VA20170 52-1062313	PAC	VA	527		ALPA	Yes
(4) RETIREE HEALTH PLAN & TRUST 535 HERNDON PARKWAY HERNDON,VA20170 54-1587464	VEBA	VA	501(C)(9)		ALPA	Yes
(5) ALPA PILOT WELFARE BENEFIT PLAN 535 HERNDON PARKWAY HERNDON,VA20170 54-1775762	VEBA	VA	501(C)(9)		ALPA	Yes
(6) FEDEX PILOTS POST-MEDICARE BENEFITS PLAN 535 HERNDON PARKWAY HERNDON,VA20170 65-1297729	VEBA	VA	501(C)(9)		ALPA	Yes

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)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership
(1) INTERNATIONAL PILOTS SERVICES 535 HERNDON PARKWAY HERNDON,VA20170 54-1867306	CONSULTING	VA	ALPA	C Corp	432,544	113,934	100.000 %
(2) KITTY HAWK INSURANCE CO LTD 41 CEDAR AVENUE HAMILTON BD	CAPTIVE INS.	BD	ALPA	C Corp	158,741	5,317,640	100.000 %

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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Yes

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

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) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Yes

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) . . . . . . . . . . . . . . . . . . . .

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

Yes

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

Yes

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

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

Yes

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

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) ALPA Emergency Relief Fund (AERF)	B,K,M	27,516	Actual Cost
(2) 1625 Massachusetts Ave	J	1,019,160	Lease Agreement
(3) 1625 Massachusetts Ave	N	121,794	Actual Cost
(4) International Pilots Services Corp	P	191,712	Actual Cost
(5) 1625 Massachusetts Ave	D	2,628,261	Actual Cost
(6) International Pilots Services Corp	D	993,731	Actual Cost
(7) Retiree Health Plan & Trust	D	177,382	Actual Cost

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

Additional Data

Software ID:
Software Version:

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 926 (see instructions for Form 926).................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If " Yes," the organization may be required to file Form 3520 and/or Form 3520-A. (see instructions for Forms 3520 and 3520-A)..........	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with respect to Certain Foreign Corporations. (see instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with respect to Certain Foreign Partnerships. (see instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see instructions for Form 5713)................................................	Yes	No