TY 2010 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

2010

Open to Public Inspection

A For the calendar year, or tax year beginning 10-01-2010 and ending 09-30-2011

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

CName of organization
The Aerospace Corporation

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
PO Box 92957

Room/suite

City or town, state or country, and ZIP + 4
Los Angeles, CA90009

D Employer identification number

95-2102389

E Telephone number

G Gross receipts $ 943,240,169

F Name and address of principal officer:
J M Drennan
2310 E El Segundo Blvd
El Segundo,CA90245

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

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

Website:

www.aero.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: 1960

M State of legal domicile: CA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: Our purpose is to assist the government and other customers in conception, design, acquisition and operations of space systems. Mission: Working to improve effectiveness for space operations and end-user communities, contributing to acquisition success and to 100% mission success.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	19
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	17
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	4,669
6	Total number of volunteers (estimate if necessary) ....	6
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	11,884
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	10,884

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........		0
9	Program service revenue (Part VIII, line 2g) .........	912,046,796	939,307,809
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	158,989	1,375,146
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	3,210,957	2,557,214
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	915,416,742	943,240,169
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	433,699	442,956
14	Benefits paid to or for members (Part IX, column (A), line 4) ....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	693,834,945	730,824,838
16a	Professional fundraising fees (Part IX, column (A), line 11e)....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	206,267,549	201,875,454
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	900,536,193	933,143,248
19	Revenue less expenses. Subtract line 18 from line 12......	14,880,549	10,096,921
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	466,135,088	540,601,788
21	Total liabilities (Part X, line 26)............	669,591,186	767,540,965
22	Net assets or fund balances. Subtract line 21 from line 20 .....	-203,456,098	-226,939,177

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's Use Only	Preparer's signature	Date	Check if self- employed	Preparer’s taxpayer identification number (see instructions)
	Firm’s name (or yours if self-employed), address, and ZIP + 4			EIN
				Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ......... Yes No

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2010)

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: Our purpose is to assist the government and other customers in conception, design, acquisition and operations of space systems. Mission: Working to improve effectiveness for space operations and end-user communities, contributing to acquisition success and to 100% mission success.

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 exempt purpose achievements for each of the organization’s three largest program services 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 $ 792,135,626 including grants of $ 442,956 ) (Revenue $ 843,714,083 )
	The corporation's primary customer is the Space and Missile Systems Center (SMC) of the Air Force Space Command. The corporation fulfills the functions of an architect-engineer for space systems. It assists with engineering tasks required to develop space systems, from initial concept and design to deployment and operation. Progress is monitored, alternatives and tests are analyzed, and problems are resolved in cooperation with industrial contractors and government laboratories.Aerospace laboratory research is directed toward advancements in military space systems, engineering feasibility studies of new system concepts, anomaly resolution, and analyses and forecast of domestic and foreign technologies. In fulfilling this architect-engineer role, Aerospace strives to minimize system development and operational risks, which in turn protects acquisition schedules and aids in cost containment.

4b	(Code: ) (Expenses $ 93,820,075 including grants of $ ) (Revenue $ 99,526,086 )
	Aerospace civil and commercial operation supports customers in three primary areas: NASA programs, NOAA (National Oceanic and Atmospheric Administration) programs and commercial, international and Homeland Security programs. The civil and commercial work enhances our mission assurance capabilities for our national security space customer, SMC.

4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services. (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses$ 885,955,701

Form 990 (2010)

Page 3

Part IV

Checklist of Required Schedules

Yes

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

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

Yes

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

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 where 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

...

Yes

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

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

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

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

Did the organization, directly or through a related organization, hold assets in term, permanent,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

Yes

12a

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

12a

Yes

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

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

14a

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

14a

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

14b

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

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

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

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

Form 990 (2010)

Page 4

Part IV

Checklist of Required Schedules (continued)

20a

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

20a

Did the organization attach its audited financial statement to this return? Note: All Form 990 filers that operate one or more hospitals must attach audited financial statements. .....

20b

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

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

Yes

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

Yes

24a

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

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...... Click to see attachment

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

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

Yes

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If “Yes,” complete Schedule L, Part III............... Click to see attachment

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

28a

Yes

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

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.. Click to see attachment

28c

Yes

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........

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

Is any related organization a controlled entity within the meaning of section 512(b)(13)? .....

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... YesNo

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

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 (2010)

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. .......

325

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

4,669

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

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

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

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

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

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

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

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

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

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

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 (2010)

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

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

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

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

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

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

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

Does the organization have members, stockholders, or other persons who may elect one or more members of the governing body? .........................

Are any decisions of the governing body subject to approval by members, stockholders, or other persons? ..

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

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

10a

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

10b

11a

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

11a

Yes

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

12a

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

12a

Yes

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

12b

Yes

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

12c

Yes

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

Yes

Does 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 a or b, describe the process in Schedule O. (See instructions.)

16a

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

16a

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

16b

Section C. Disclosure

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

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

Own website Another's website Upon request

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

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

Ellen M Beatty
2310 E El Segundo Blvd
El Segundo,CA90245
(310) 336-5000

Form 990 (2010)

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 (check all that apply)				(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) W W Austin President & CEO	40.00	X	X			691,314	0	594,674
(2) W H Goodman Vice President	40.00		X			282,673	0	111,558
(3) W Giragos Gen Mgr	40.00			X		258,483	0	53,283
(4) W F Ballhaus Jr Pres & CEO	10.00				X	205,885	0	-24,329
(5) W C Krenz Vice President	40.00		X			289,845	0	235,565
(6) V Vitto Trustee	2.00	X				29,000	0	0
(7) S L Zacharius Gen Mgr	40.00			X		264,686	0	151,090
(8) S K Ride Trustee	2.00	X				36,500	0	0
(9) R S Walker Trustee	2.00	X				31,500	0	0
(10) R R Razouk Vice President	40.00		X			352,315	0	393,677
(11) R H Fisher Vice President	40.00		X			393,668	0	222,308
(12) R F Johnson Vice President	40.00		X			347,263	0	411,648
(13) R A Fulton Jr Trustee	2.00	X				34,500	0	0
(14) P B Teets Trustee	2.00	X				56,500	0	0
(15) N F Gibbs Trustee	2.00	X				36,000	0	0
(16) M R Clinton Vice President	40.00		X			288,013	0	90,621
(17) M Montelongo Trustee	2.00	X				31,000	0	0

Form 990 (2010)

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)	(C) Position (check all that apply)					(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) M J Wheaton Gen Mgr	40.00			X			267,250	0	85,355
(19) M J Holmes Proj Engr Sr	40.00				X		285,055	0	44,718
(20) M De Ponte Vice President	40.00		X				345,025	0	330,403
(21) K P Chilton Trustee	2.00	X					0	0	0
(22) K G Holden Gen Mgr	40.00			X			280,694	0	100,084
(23) K A Street Trustee	2.00	X					34,500	0	0
(24) J W Ford Prin Dir	40.00			X			210,154	0	84,879
(25) J R Wormington VP	40.00					X	1,556,900	0	-462,532
(26) J M Drennan Vice President	40.00		X				355,249	0	270,988
(27) J L Michael Prin Dir	40.00				X		318,565	0	83,073
(28) J H Smith Trustee	2.00	X					22,500	0	0
(29) J E McLaughlin Trustee	2.00	X					31,000	0	0
(30) J A Strada Gen Mgr	40.00				X		296,126	0	77,999
(31) H M Estes III Trustee	2.00	X					33,500	0	0
(32) G P Pulliam Vice President	40.00		X				313,973	0	273,331
(33) G K Muellner Trustee	2.00	X					0	0	0
(34) G J Louttit VP	10.00					X	133,294	0	11,269
(35) G D Galasso PR Engr/Scientist	40.00				X		444,035	0	87,262
(36) G C Aufderhaar Gen Mgr	40.00			X			261,114	0	50,777
(37) F S Moorman Jr Trustee	2.00	X					38,500	0	0
(38) E M Pate-Cornell Trustee	2.00	X					25,500	0	0
(39) E M Beatty Assoc CFO	40.00			X			206,177	0	28,582
(40) D S Barbee Gen Mgr	40.00			X			254,398	0	45,800
(41) D J Gorney Vice President	40.00		X				412,667	0	378,837
(42) D E Wallis Vice President	40.00		X				318,370	0	351,096
(43) D E Hastings Trustee	2.00	X					11,250	0	0
(44) D A Plunkett Gen Mgr	40.00				X		285,480	0	50,864
(45) C M Lazar-Morrison Gen Mgr	40.00			X			227,468	0	129,671
(46) C J Steele Vice President	40.00		X				304,092	0	183,375
(47) B W Chau Vice President	40.00		X				312,911	0	178,840
(48) B M Barrett Trustee	2.00	X					17,250	0	0
(49) A Wade Trustee	2.00	X					3,750	0	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	11,235,892	4,624,766

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

2,606

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.

(A) Name and business address	(B) Description of services	(C) Compensation
Techlink Systems Inc 49 Stevenson St Ste 200 San Francisco,CA94105	Contract labor	1,837,363
Servicon Systems Inc 3965 Landmark Street Culver City,CA90232	Cleaning services	1,298,295
Duke Construction Limited Partnership 75 Remittance Drive suite 3230 Chicago,IL60675	Property development	8,129,807
Corpinfo Services 2050 S Westgate Ave Los Angeles,CA90025	Desktop computer ser	3,686,864
Andrews International Inc P O Box 417326 Boston,MA02241	Security services	3,434,630
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 in compensation from the organization 167

Form 990 (2010)

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	Contract income		541,700	939,307,809	939,307,809
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			939,307,809
3	Investment income (including dividends, interest
	and other similar amounts).....			1,375,146	1,375,146
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			287,224	287,224
		(i) Real	(ii) Personal
6a	Gross Rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........			0
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	Vending sales commissions			11,884		11,884
b	Unrealized gain on invest			92,355	92,355
c	Other income			2,165,751	2,165,751
d	All other revenue ....
e	Total. Add lines 11a–11d ......			2,269,990
12	Total revenue. See Instructions....			943,240,169	943,228,285	11,884

Form 990 (2010)

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).

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the U.S. See Part IV, line 21	0
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22	442,956	442,956
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	14,468,316	9,158,103	5,310,213
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	531,224,964	513,452,183	17,772,781
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	107,348,776	101,036,866	6,311,910
9	Other employee benefits .......	45,183,960	43,603,226	1,580,734
10	Payroll taxes ...........	32,598,822	31,365,015	1,233,807
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	1,098,729	188,456	910,273
c	Accounting ...........	690,255	118,393	571,862
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	1,342,956	230,346	1,112,610
g	Other ..........	736,837	126,383	610,454
12	Advertising and promotion ....	472,992	414,831	58,161
13	Office expenses .......	14,234,858	13,290,966	943,892
14	Information technology ......	32,553,822	31,579,577	974,245
15	Royalties ..	0
16	Occupancy ...........	29,852,745	28,949,998	902,747
17	Travel ............	30,575,665	29,251,910	1,323,755
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	4,401,387	3,729,738	671,649
20	Interest ...........	6,565,164	6,565,164
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	39,820,951	37,866,644	1,954,307
23	Insurance ..............	1,023,059	20,668	1,002,391
24	Other expenses. Itemize expenses not covered above. (Expenses grouped together and labeled miscellaneous may not exceed 5% of total expenses shown on line 25 below.)
a	Subscriptions/books	1,985,215	1,786,846	198,369
b	Purchased labor	6,060,165	5,454,614	605,551
c	Guard service	3,838,665	3,455,094	383,571
d	Consultant fees	5,011,229	4,510,491	500,738
e	All other expenses	21,610,760	19,357,233	2,253,527
f	All other expenses	0
25	Total functional expenses. Add lines 1 through 24f	933,143,248	885,955,701	47,187,547	0
26	Joint costs. Check here if following SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation

Form 990 (2010)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			3,000	1	3,000
2	Savings and temporary cash investments .......			50,057,026	2	46,952,611
3	Pledges and grants receivable, net .........				3	0
4	Accounts receivable, net .........			45,600,109	4	54,974,409
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........			170,000	5	116,000
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........				6	0
7	Notes and loans receivable, net .............				7	0
8	Inventories for sale or use ..............				8	0
9	Prepaid expenses and deferred charges ............			8,550,451	9	8,870,915
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	765,197,112
b	Less: accumulated depreciation. .....	10b	401,089,515	344,016,333	10c	364,107,597
11	Investments—publicly traded securities ..........				11	0
12	Investments—other securities. See Part IV, line 11 ......				12	0
13	Investments—program-related. See Part IV, line 11 ..				13	0
14	Intangible assets .........				14	0
15	Other assets. See Part IV, line 11 ...........			17,738,169	15	65,577,256
16	Total assets. Add lines 1 through 15 (must equal line 34)...			466,135,088	16	540,601,788
17	Accounts payable and accrued expenses .			91,081,186	17	101,416,299
18	Grants payable ..........				18
19	Deferred revenue ..........				19
20	Tax-exempt bond liabilities ..........				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			107,700,000	23	146,716,666
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities. Complete Part X of Schedule D.....			470,810,000	25	519,408,000
26	Total liabilities. Add lines 17 through 25.....			669,591,186	26	767,540,965
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			-203,456,098	27	-226,939,177
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 .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			-203,456,098	33	-226,939,177
34	Total liabilities and net assets/fund balances .....			466,135,088	34	540,601,788

Form 990 (2010)

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) . . .

943,240,169

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

933,143,248

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

10,096,921

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

-203,456,098

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

-33,580,000

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

-226,939,177

Part XII

Financial Statements and Reporting

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

Yes

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

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

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

Yes

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

Yes

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

Separate basis Consolidated basis Both consolidated and separated basis

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

Yes

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

Yes

Form 990 (2010)

Additional Data

Software ID:	10000105
Software Version:	2010v3.2

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

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

See separate instructions.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

The Aerospace Corporation

Employer identification number

95-2102389

Part I

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Type I

Type II

Type III - Functionally integrated

Type III - Other

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

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

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

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

Yes

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

11g(i)

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

11g(ii)

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

11g(iii)

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

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


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2010

Page 2

Part II

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

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	789,606	838,601	867,878	912,047	939,308	4,347,440
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......						0
3	The value of services or facilities furnished by a governmental unit to the organization without charge..						0
4	Total. Add lines 1 through 3..	789,606	838,601	867,878	912,047	939,308	4,347,440
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..						0
6	Public Support. Subtract line 5 from line 4.						4,347,440

Section B. Total Support

Calendar year(or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
7	Amounts from line 4..	789,606	838,601	867,878	912,047	939,308	4,347,440
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	5,403	4,952	2,543	3,357	3,920	20,175
9	Net income from unrelated business activities, whether or not the business is regularly carried on..			14	13	12	39
10	Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..	4,231					4,231
11	Total support (Add lines 7 through 10).						4,371,885

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

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

Section C. Computation of Public Support Percentage

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

99.440 %

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

99.390 %

16a

33 1/3% support test—2010. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ...................... right arrow

33 1/3% support test—2009. If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization .................................................. right arrow

10%-facts-and-circumstances test—2009. If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly
supported organization .............................................. right arrow

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

Schedule A (Form 990 or 990-EZ) 2010

Page 3

Part III

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

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public Support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13	Total support (Add lines 9, 10c, 11 and 12.).

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f)) .........

Public support percentage from 2009 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f)) ......

Investment income percentage from 2009 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2010. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... right arrow

33 1/3% support tests—2009. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

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

Schedule A (Form 990 or 990-EZ) 2010

Page 4

Part IV

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

Facts And Circumstances Test

Explanation
Information on Schedule A, Part II is in $000.

Schedule A (Form 990 or 990-EZ) 2010

Additional Data

Software ID:	10000105
Software Version:	2010v3.2

- 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, 11, or 12.
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

The Aerospace Corporation

Employer identification number

95-2102389

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 may 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 pleasure) Preservation of an historically importantly land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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

			Held at the End of the Year
a	Total number of conservation easements .......................	2a	1
b	Total acreage restricted by conservation easements ..................	2b	22
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 ........	2d	1

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the taxable 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, 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, 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 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) 2010

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

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


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

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

Yes No

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

Part V

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

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back	(e)Four Years Back
1a	Beginning of year balance ....
b	Contributions ........
c	Investment earnings or 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 held as:

Board designated or quasi-endowment: SchDMd Bullet

Permanent endowment: SchDMd Bullet

Term endowment: SchDMd Bullet

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

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

Description of investment		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	64,262,988		64,262,988
b	Buildings ................	225,948,834	67,920,536	158,028,298
c	Leasehold improvements ............	55,259,474	43,658,115	11,601,359
d	Equipment ................	318,619,984	220,720,841	97,899,143
e	Other .................	101,105,832	68,790,023	32,315,809
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				364,107,597

Schedule D (Form 990) 2010

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) should 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) should 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) Restricted Cash - Loan Sinking Fund				891,405
(2) Restricted Cash - Loan Proceeds				49,292,616
(3) Prepaid Loan Issuance				970,328
(4) Prepaid Land Infrastructure				756,883
(5) Investments held in trust account				13,409,525
(6) Employee receivable and other				256,499



Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........				65,577,256

Part X

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

1.(a) Description of Liability		(b) Amount
Federal Income Taxes
Corporate officers retirement		43,229,000
Aerospace Benefit Equalization Plan		1,885,000
Accrued rent liabilities		4,825,000
Accrued postretirement benefit		69,504,000
Accrued pension cost		399,965,000




Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		519,408,000
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) 2010

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	943,240,169
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	933,143,248
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	10,096,921
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	-33,580,000
9	Total adjustments (net). Add lines 4 - 8 .............................	9	-33,580,000
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	-23,483,079

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	943,240,169
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	943,240,169
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 should equal Form 990, Part I, line 12.) ......		5	943,240,169

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............		1	933,143,248
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	933,143,248
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 should equal Form 990, Part I, line 18.) ......		5	933,143,248

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
Part X	Part X : FIN48 Footnote	Footnote from financial statements regarding liability for uncertain tax positions:The Corporation adopted the provisions of FASB ASC 740, Income Taxes, on October 1, 2009. ASC 740 clarifies the accounting for uncertainties in income taxes. There was no financial effect to the Corporation as a result of the adoption of ASC 740.
Part XI, Line 8	Part XI, Line 8: Other Changes in Net Assets or Fund Balances	Aerospace Employees' Retirement Plan equity change $ -33580000
Part II, Line 9	Part II, Line 9: Organization Reporting of conservation easements.	The Company was required by Fairfax County, VA to maintain the stream restoration area part of the conservation easement and has a 10 year maintenance contract in place. Annual maintenance began in 2010 with an estimated annual cost of $10,000. The forest area will be monitored at least annually.The conservation easement is on land being developed in Chantilly, Virginia for use as a Corporate owned facility to replace current leased facilities in the local area. In connection with development of the land, stream restoration and drainage control was constructed to meet national building and local codes. In addition 21.87 acres of forest has been set aside and not available for future development. Currently the audited Financial Statements reflect the land cost and development cost to date in the Balance Sheet. The revenue and expense statement includes approximately $10,000 of cost related to the conservation easement. Completion of the site with the initial building occupancy is planned for November 2014.

Schedule D (Form 990) 2010

Additional Data

Software ID:	10000105
Software Version:	2010v3.2

- 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

2010

Open to Public
Inspection

Name of the organization
The Aerospace Corporation

Employer identification number
95-2102389

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	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance

Enter total number of section 501(c)(3) and government organizations ......................... Bullet Image

Enter total number of other organizations ................................ . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2010

Page 2

Part III

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

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) Corporate Study & Assignments	27	442,956

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
Additional Supplemental Information		The corporation maintains a corporate study assistance program and awards fellowships to qualified individuals who will contribute to the technical and business expertise of the corporation. Fellowships are normally awarded to regular full or part-time employees currently in good standing who have a minimum of two years employment with the corporation.The Aerospace Institute administers the Corporate Study Assistance Program. The number of fellowship awards each year depends on the availability of resources and the merit of the applications received.The Aerospace Institute advises management and employees on program guidelines, enrolls qualified candidates in the program, authorizes payments to universities and part-time fellows, and monitors compliance with this practice.A fellow in the Corporate Study Assistance Program:Submits appropriate receipts for actual incurred expenses, such as tuition, books, and mandatory fees to The Aerospace Institute for payment.Submits an official transcript to The Aerospace Institute within 60 days of the completion of each academic term.Reimburses the corporation for applicable tuition and textbook costs if the participant drops a course, receives a B-minus or less in any course, or receives less than satisfactory for dissertation research.Full-Time students receiving a stipend:Expend 20 or 24 hours of effort per workweek during the academic year and up to 40 hours during school recess and vacation periods. Pay is based on the employee's scheduled workweek. Annual reviews reflect both work and academic performance.

Schedule I (Form 990) 2010

Additional Data

Software ID:	10000105
Software Version:	2010v3.2

- 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

2010

Open to Public Inspection

Name of the organization

The Aerospace Corporation

Employer identification number

95-2102389

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 orprovision 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.

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

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 Regs. 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) 2010

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use Schedule J-1 if additional space 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) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line 1a.

(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 in prior Form 990 or Form 990-EZ
(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)
(1) W W Austin	(i) (ii)	420,888	234,156	36,270	566,812	27,862	1,285,988
(2) W H Goodman	(i) (ii)	228,427	31,808	22,438	93,150	18,408	394,231
(3) W Giragos	(i) (ii)	212,885	21,245	24,353	38,425	14,858	311,766
(4) W F Ballhaus Jr	(i) (ii)	92,985		112,900	-31,366	7,037	181,556
(5) W C Krenz	(i) (ii)	225,309	34,015	30,521	206,522	29,043	525,410
(6) S L Zacharius	(i) (ii)	212,626	29,118	22,942	119,967	31,123	415,776
(7) R R Razouk	(i) (ii)	279,989	40,880	31,446	363,908	29,769	745,992
(8) R H Fisher	(i) (ii)	318,970	44,997	29,701	218,206	4,102	615,976
(9) R F Johnson	(i) (ii)	273,535	40,494	33,234	386,912	24,736	758,911
(10) M R Clinton	(i) (ii)	250,880	10,000	27,133	58,796	31,825	378,634
(11) M J Wheaton	(i) (ii)	225,213	29,100	12,937	54,417	30,938	352,605
(12) M J Holmes	(i) (ii)	156,703	3,000	125,352	25,463	19,255	329,773
(13) M De Ponte	(i) (ii)	270,507	40,943	33,575	301,134	29,269	675,428
(14) K G Holden	(i) (ii)	242,489	26,668	11,537	73,167	26,917	380,778
(15) J W Ford	(i) (ii)	175,532	10,000	24,622	56,047	28,832	295,033
(16) J R Wormington	(i) (ii)	258,431	34,763	1,263,706	-469,255	6,723	1,094,368	592,346
(17) J M Drennan	(i) (ii)	276,259	43,996	34,994	264,551	6,437	626,237
(18) J L Michael	(i) (ii)	200,440		118,125	59,609	23,464	401,638
(19) J A Strada	(i) (ii)	241,055	30,746	24,325	46,451	31,548	374,125
(20) G P Pulliam	(i) (ii)	240,369	40,899	32,705	260,466	12,865	587,304
(21) G J Louttit	(i) (ii)	47,938	46,600	38,756	401	10,868	144,563
(22) G D Galasso	(i) (ii)	174,210	90,967	178,858	66,124	21,138	531,297
(23) G C Aufderhaar	(i) (ii)	216,493	21,559	23,062	41,791	8,986	311,891
(24) E M Beatty	(i) (ii)	189,370		16,807	20,659	7,923	234,759
(25) D S Barbee	(i) (ii)	229,555	24,300	543	26,698	19,102	300,198
(26) D J Gorney	(i) (ii)	329,493	53,661	29,513	357,776	21,061	791,504
(27) D E Wallis	(i) (ii)	271,474	36,466	10,430	321,727	29,369	669,466
(28) D A Plunkett	(i) (ii)	240,249	21,476	23,755	37,438	13,426	336,344
(29) C M Lazar-Morrison	(i) (ii)	185,384	19,182	22,902	105,123	24,548	357,139
(30) C J Steele	(i) (ii)	233,938	37,189	32,965	154,660	28,715	487,467
(31) B W Chau	(i) (ii)	250,450	36,774	25,687	150,113	28,727	491,751

Schedule J (Form 990) 2010

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
Sch J, Part III, Additional Information	Part III, Additional Information	Part 1, Line 1a - Relevant Information Regarding Compensation BenefitsThe corporate officers travel using y-up fares available from airlines that provide for upgrade to business or first class. Y-up fares are nonrefundable coach fares that cost less than full fares coach, but provide a guaranteed upgrade to business or first class.Travel is authorized on an exception basis for the spouse of officers at various times during the year to attend corporate events. All spouse travel is included in income.Tax indemnification and gross-up payments are provided to all employees that have relocation expenses to cover the taxable portion of the relocation. Such gross-up is included in income.Part I, Line 4b - Participate in, or receive payment from, a supplemental nonqualified retirement plan.Current and former corporate officers participate in a 457(f) nonqualified, deferred compensation plan (the Plan). The Plan includes provisions for a significant risk of forfeiture if a participant leaves the company before certain defined target dates are reached. Participants vest in some or all of the deferred compensation upon reaching the target dates. Amounts are reported as taxable income to the individual when vested.Increases in actuarial values during the Plan year are reported on Schedule J, Part II, column C, and Schedule J-1, Part I column C of this return. Increases in actuarial values result from changes in discount rates used to calculate present values of future payments from the Plan, changes in other actuarial assumptions such as mortality assumptions, and increases associated with a formula based on the participant's earnings for the prior year. These changes in value will not be available or taxable to the participant until they have vested in the Plan.In the year a participant vests in the Plan, the vested amount is reported as taxable income on Schedule J, Part II, column B(iii), and Schedule J-1, Part I column B(iii) of this return and is included in the amounts reported on Form 990, Part VII, column D and Schedule J-2, Part I, column D.J R Wormington vested in amounts that are reported as taxable income during this reporting period. The amounts reported as income to this individual represents the present value of future annuities to be paid to this individual under the Plan. Also in that year, any increases in actuarial value that were previously reported and that are included in the vested amount, are reported on Form 990, Part VII, column F and Schedule J-2, Part I, column F of this return.In the year a participant vests in the Plan any increases in actuarial value that were previously reported on Form 990 and that are included in the vested amount, are reported on Schedule J, Part II, column F and Schedule J-1, Part I, column F and are included in amounts reported on Form 990, Part VII, column F and Schedule J-2, Part I column F of this return.
Sch J, Part I, Line 1a	Part I, Line 1a: Relevant information in regards to selections on 1a.

Schedule J (Form 990) 2010

Additional Data

Software ID:	10000105
Software Version:	2010v3.2

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

The Aerospace Corporation

Employer identification number

95-2102389

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No
(1) W M Austin relocation loan pursuant to IRC Sec 7282		X	300,000	116,000		No	Yes		Yes





Total ............... $				116,000

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2010

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) M Montelongo	trustee	220,000	food service vendor		No
(2) K D Wheaton	employee	119,034	compensation		No
(3) E D Aufderhaar	employee	77,226	compensation		No

Part V

Supplemental Information

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

Identifier	Return Reference	Explanation
		Part IV Line 1 - E D Aufderhaar is a family member of G C Aufderhaar (key employee)Part IV Line 2 - K D Wheaton is a family member of M L Wheaton (key employee)Part IV Line 3 - M Montelongo is a trustee and an officer for a food service vendor used by the Corporation. See Schedule O, Form 990, Part VI, Sec A, Line 1a/b for additional comments.

Schedule L (Form 990 or 990-EZ) 2010

Additional Data

Software ID:	10000105
Software Version:	2010v3.2

- 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

2010

Open to Public
Inspection

Name of the organization

The Aerospace Corporation

Employer identification number

95-2102389

Identifier	Return Reference	Explanation
	Form 990, Schedule A, Section A & B	Amounts used are rounded to the nearest thousand as the software does not support the full amount.
	Form 990, Part VI, Sec A, Line 1a/b	The President of the Corporation is a member of the Board of Trustees, ex officio, with full voting power during her term of office as President. The President is not independent as she is compensated as an officer. The President excuses herself from votes which may result in a conflict of interest.One of the members of the Board of Trustees is an officer for a food service vendor used by the Corporation. The vendor operates two cafeterias for the Corporation. The vendor is given exclusive rights to operate the two cafeterias. The vendor pays for all the food and labor associated with delivering the meals. Aerospace employees, Air Force employees, and other visitors that eat at the cafeterias pay the vendor for their meals. The vendor keeps any profits made. The vendor does not pay for the use of building space or equipment, which is paid for by the Corporation. The Corporation pays the vendor to cater company sponsored business meals on the Corporation premises. During the reporting period, the Corporation paid the vendor $220,000 for catering services, which is reported on Schedule L Part IV.The contract with the food service vendor was entered into in 2008 prior to the election of the Trustee and without his knowledge or control. The Corporation entered into the transaction for food services for its own benefit and the benefit of its employees after a competitive bidding process which included six other vendors. The contract was created in the ordinary course of business on the same terms as offered to the public. The trustee excuses himself from votes which may result in a conflict of interest.
	Form 990, Part VI, Line 12b	Trustees, officers and key employees are required to annually disclose interests that could give rise to conflicts of interest.The office of General Counsel sends a questionaire to all trustees and reviews all disclosure forms and advises management on any conflicts of interest.The CFO sends out questionaires to all officers and key employees. The CFO reviews all disclosure forms and advises senior management of any conflict that should be reported on Form 990.Officers and key employees also participate in the monitoring noted under 12c.
Form 990, Part VI, Line 19	Form 990, Part VI, Line 19: Other Organization Documents Publicly Available	The Form 990, 990T governing documents, conflict of interest policy and audited financial statements are available upon request to the CFO, Vice President and Treasurer. Requests can be in person at any of our operating offices, by mail, facsimile or electronic mail. The documents are available for inspection at our corporate office @ 2310 E El Segundo Blvd in El Segundo, California. Copies will be made upon request or electronic media will be provided at no cost to the requestor for the last three years.
Form 990, Part VI, Line 15b	Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees	The Aerospace Corporation plays a critical role in assuring mission success for National Security Space programs, which are a $50 billion enterprise on an annual basis. Aerospace's senior executives are highly experienced leaders in their technical fields with enormous accountability in performing this vital mission assurance role. Their compensation is reviewed and approved annually by the corporation's Board of Trustees, whose members include leaders with experience in government, the military, and private industry.The Compensation and Personnel Committee (the "Committee") of the Board of Trustees (the "Board") discharges the Board's responsibilities relating to compensation of the chief executive and other executive officers, including approving, individually, the compensation of each such officer.The Committee reviews and recommends to the Board compensation plans, pension and benefit programs for employees generally; and to review all modifications to such plans other than such modifications specifically delegated by the Board to management from time to time.The Board of Trustees has established an annual bonus and incentive compensation plan for corporate officers and general managers based on corporate and individual goals established at the beginning of each fiscal year. At the end of each fiscal year, the Committee reviews corporate and individual performance and recommends to the Board the amount of bonus and incentive compensation, if any, to be paid for the prior year's performance. Bonus payments must be approved by the Board. These amounts are included in Bonus & incentive compensation on Schedule J, Part II and Schedule J-1, Part I, column (B)(ii).The Committee reviews the Board of Trustees compensation.The Committee meets not less frequently than twice each year to coincide with the annual and semiannual meetings of the Board and at other times to coincide with regular meetings of the board.The Committee may request that members of management or outside consultants and advisors of the Committee be present to assist the Committee in performing its duties.A written report of the actions taken at each meeting will be kept filed with the proceedings of the meetings of the full Board.The Committee process above was last undertaken for Fiscal Year 2012.
Form 990, Part VI, Line 12c	Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts	The corporation complies with the Department of Defense (DoD) Mandatory Disclosure Rules, including required disclosures to the DoD Inspector General, for (1) violations of federal criminal laws relating to fraud, conflicts of interest, bribery, and gratuities; (2) violations of the False Claims Act; and (3) misconduct in connection with the award, performance, or close out of government contracts.Employees must certify that they have read, understand, and will comply with the corporate practice as a condition of employment by signing a Certification of Compliance annually.Employees also certify to the corporation that he/she has no holdings or relationships that might constitute or appear to constitute a conflict of interest by responding to an on-line Conflict of Interest Certification. Employees must list the business and financial interest and relationships for those organizations identified on the corporation's Conflict of Interest Listing. Such certification is required annually or whenever a change in the individual's business or financial interest or relationships makes it appropriate.Employees may not retain any holdings in any organization with which he/she works on a day-to-day basis.The Office of the General Counsel issues, periodically, a list of organizations that includes principal associate contractors of the Air Force Space and Missile Systems Center and other U.S. Government organizations that interface with the company on a regular basis. This list is not all-inclusive, but helps to identify areas of possible conflict of interest.The Office of the General Counsel reviews all disclosure forms and advises management on any conflicts of interest.Management, after a disclosure review, decides either that some action must be taken or that no conflict exists and no further action is required. Management may determine that certain actions are required, such as a change in work assignment, divestiture in a conflicting interest, or the establishment of a "blind trust." Management's decisions in those matters are final.Certifications, disclosures, and subsequent decisions are made available to audit agencies and duly authorized persons on a need-to-know basis as approved by management.
Form 990, Part VI, Line 11	Form 990, Part VI, Line 11: Form 990 Review Process	The Form 990, Form 990T and all related schedules are completed by Aerospace's finance department and are reviewed in detail by the Vice President, Chief Financial Officer, and Treasurer (CFO) who signs the Form 990 and Form 990T. Prior to filing the Form 990, the CFO reviews in detail the completed Form 990 with the Senior Vice President, Operations and Support Group and with the President and Chief Executive Officer (CEO) of the Corporation. After the review with the CEO, the CFO reviews the Form 990 in detail with the Audit Committee of the Board. The Chair of the Audit Committee reports on his review of the Form 990 to the Board of Trustees. Copies of the Form 990 are provided to all members of the Board of Trustees.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2010

Additional Data

Software ID:	10000105
Software Version:	2010v3.2