Form990
Click to see attachment
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)

MediumBullet The organization may have to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0047
2011
Open to Public Inspection
A For the calendar year, or tax year beginning 10-01-2011 and ending 09-30-2012
BCheck if applicable:
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 $ 906,199,759
F Name and address of principal officer:
E M Beatty
2310 E El Segundo Blvd
El Segundo,CA90245
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
www.aero.org
H(a)
Is this a group return for
affiliates?
H(b)
Are all affiliates included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1960
M State of legal domicile: CA
Part I
Summary
Activities & Governance 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 MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a)..... 3 17
4 Number of independent voting members of the governing body (Part VI, line 1b) .... 4 15
5 Total number of individuals employed in calendar year 2011 (Part V, line 2a) ... 5 4,684
6 Total number of volunteers (estimate if necessary) .... 6  
7a Total unrelated business revenue from Part VIII, column (C), line 12 .. 7a 12,269
b Net unrelated business taxable income from Form 990-T, line 34 .. 7b 11,269
Revenues; Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) .........   0
9 Program service revenue (Part VIII, line 2g) ......... 939,307,809 903,443,004
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 1,375,146 71,987
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 2,557,214 2,684,768
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 943,240,169 906,199,759
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 442,956 404,451
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) 730,824,838 722,681,370
16a Professional fundraising fees (Part IX, column (A), line 11e).....   0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f).... 201,875,454 178,538,324
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 933,143,248 901,624,145
19 Revenue less expenses. Subtract line 18 from line 12....... 10,096,921 4,575,614
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 540,601,788 568,339,894
21 Total liabilities (Part X, line 26)............. 767,540,965 873,366,457
22 Net assets or fund balances. Subtract line 21 from line 20..... -226,939,177 -305,026,563
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
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title.
Paid preparer use only
Print/type preparer's name
 
Preparer's signature
Date
PTIN
Firm's name Right pointing arrowhead image

Firm's EIN Right pointing arrowhead image
Firm's address Right pointing arrowhead image



Phone no.
May the IRS discuss this return with the preparer shown above? See instructions .........bullet
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2011)
Form 990 (2011)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response to any question in this Part III .........
1
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.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ....................
If “Yes,” describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ..........................
If “Yes,” describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $ 771,468,031 including grants of $ 404,451 ) (Revenue $ 810,353,377 )
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 $ 85,809,225 including grants of $   ) (Revenue $ 93,089,627 )
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 expensesMediumBullet$ 857,277,256
Form 990 (2011)
Form 990 (2011)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule AClick to see attachment.....................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors? ........
2
 
No
3
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..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II.........................
4
 
No
5
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........................
5
 
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part IClick to see attachment....................
6
 
No
7
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 IIClick to see attachment...
7
Yes
 
8
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....................
8
 
No
9
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 IVClick to see attachment...................
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part VClick to see attachment
10
 
No
11
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:
a
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
 
b
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
 
No
c
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
 
No
d
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
 
e
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
 
f
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
 
b
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
 
No
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Part I.........
14b
 
No
15
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..
15
 
No
16
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..
16
 
No
17
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
17
 
No
18
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..........
18
 
No
19
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...................
19
 
No
20a
Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....
20a
 
No
b
If “Yes” to line 20a, did the organization attach a copy of its audited financial statement to this return? Note. All Form 990 filers that operated one or more hospitals must attach audited financial statements.
20b
 
 
Form 990 (2011)
Form 990 (2011)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.. Click to see attachment
21
 
No
22
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
22
Yes
 
23
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
23
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
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
No
c
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
 
No
d
Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...
24d
 
No
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
 
No
b
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
 
No
26
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
26
Yes
 
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III......... Click to see attachment
27
 
No
28
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
A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ......................... Click to see attachment
28a
Yes
 
b
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
 
No
c
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
 
29
Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II.......................
32
 
No
33
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........
33
 
No
34
Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1.....................
34
 
No
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
 
No
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2...
35b
 
No
36
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...........
36
 
No
37
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
37
 
No
38
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. ............
38
Yes
 
Form 990 (2011)
Form 990 (2011)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response to any question in this Part V .........
Yes
No
1a
Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable. .......
1a
306
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable.
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
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 .....................
2a
4,684
b
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)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?.............................
3a
Yes
 
b
If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....
3b
Yes
 
4a
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)?.......................
4a
 
No
b
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.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If “Yes” to line 5a or 5b, did the organization file Form 8886-T? ........
5c
 
No
6a
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?..........
6a
 
No
b
If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
No
7
Organizations that may receive deductible contributions under section 170(c).
a
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?....................
7a
 
No
b
If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....
7b
 
No
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If “Yes,” indicate the number of Forms 8282 filed during the year ....
7d
0
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?..........................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?...................
7g
 
No
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?...............
7h
 
No
8
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?................
8
 
No
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?.........
9a
 
No
b
Did the organization make a distribution to a donor, donor advisor, or related person?......
9b
 
No
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
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
 
No
b
If “Yes,” enter the amount of tax-exempt interest received or accrued during the year.
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
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
 
No
b
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
 
c
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
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..
14b
 
No
Form 990 (2011)
Form 990 (2011)
Page 6
Part VI
Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response to any question in this Part VI .........
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year
If the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
1a
17
b
Enter the number of voting members included in line 1a, above, who are independent .................
1b
15
2
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? .................
2
 
No
3
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? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
 
No
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? .................
7a
 
No
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ............
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ..........
8b
Yes
 
9
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 .....
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal
Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? ....
10b
 
No
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form?
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....
12a
Did the organization have a written conflict of interest policy? If “No,” go to line 13.......
12a
Yes
 
b
Were officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done ....................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
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?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes," to line 15a or 15b, describe the process in Schedule O (see instructions).
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
 
No
b
If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
No
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
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 (2011)
Form 990 (2011)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response to any question in this Part VII .........
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

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

RoundBullet 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.

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

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.
Check this box if neither the organization nor any related organizations compensated any current or former officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (describe hours for related organizations in Schedule O) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(1) T W Jonas
Trustee
 2.00 X           0 0 0
(2) D M DiCarlo
Trustee
 2.00 X           3,500 0 0
(3) W M Austin
President & CEO
 40.00 X   X       731,939 0 649,360
(4) G K Muellner
Trustee
 2.00 X           7,250 0 0
(5) K P Chilton
Trustee
 2.00 X           14,500 0 0
(6) R S Walker
Trustee
 2.00 X           28,500 0 0
(7) A C Wade
Trustee
 2.00 X           28,000 0 0
(8) V Vitto
Trustee
 2.00 X           28,500 0 0
(9) P B Teets
Trustee
 2.00 X           43,500 0 0
(10) K A Street
Trustee
 2.00 X           31,000 0 0
(11) J H Smith
Trustee
 2.00 X           22,500 0 0
(12) S K Ride
Trustee
 2.00 X           15,500 0 0
(13) M E Pate-Cornell
Trustee
 2.00 X           26,000 0 0
(14) T S Moorman Jr
Trustee
 2.00 X           39,500 0 0
(15) M Montelongo
Trustee
 2.00 X           31,000 0 0
(16) J E McLaughlin
Trustee
 2.00 X           21,500 0 0
(17) D E Hastings
Trustee
 2.00 X           31,000 0 0
Form 990 (2011)
Form 990 (2011)
Page 8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)
(A)
Name and Title 		(B)
Average hours per week (describe hours for related organizations in Schedule O) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(18) N F Gibbs
Trustee
 2.00 X           4,000 0 0
(19) R A Fulton Jr
Trustee
 2.00 X           25,000 0 0
(20) H M Estes III
Trustee
 2.00 X           30,500 0 0
(21) B M Barrett
Trustee
 2.00 X           30,500 0 0
(22) S L Zacharius
Vice President
 40.00     X       266,837 0 107,148
(23) E M Beatty
Vice President
 40.00     X       239,173 0 30,993
(24) D E WallisRetired 1112
Vice President
 40.00     X       346,050 0 407,196
(25) C J Steele
Vice President
 40.00     X       315,263 0 209,870
(26) R R Razouk
Vice President
 40.00     X       360,059 0 414,558
(27) G P Pulliam
Vice President
 40.00     X       327,353 0 302,624
(28) W C Krenz
Vice President
 40.00     X       306,123 0 245,492
(29) R F Johnson
Vice President
 40.00     X       358,638 0 440,930
(30) D J Gorney
Vice President
 40.00     X       425,205 0 382,003
(31) W H Goodman
Vice President
 40.00     X       297,620 0 82,270
(32) R H Fisher
Vice President
 40.00     X       409,552 0 260,654
(33) J M Drennan
Vice President
 40.00     X       365,601 0 304,940
(34) M De Ponte
Vice President
 40.00     X       357,702 0 349,946
(35) M R Clinton
Vice President
 40.00     X       326,439 0 139,121
(36) B W Chau
Vice President
 40.00     X       323,371 0 183,977
(37) H J Mitchell
Vice President
 40.00     X       294,622 0 45,368
(38) M J Wheaton
Gen Mgr
 40.00       X     262,590 0 47,588
(39) C M Lazar-Morrison
Gen Mgr
 40.00       X     235,913 0 109,260
(40) W Giragos
Gen Mgr
 40.00       X     261,391 0 48,992
(41) J W Ford
Prin Dir
 40.00       X     205,248 0 52,693
(42) D S Barbee
Gen Mgr
 40.00       X     272,254 0 46,157
(43) G C Aufderhaar
Gen Mgr
 40.00       X     144,849 0 30,720
(44) G D Galasso
PR Engr/Scientist
 40.00         X   388,041 0 72,921
(45) D L Webber
Assoc Prin Dir
 40.00         X   390,477 0 37,136
(46) W H Hiatt
Gen Mgr
 40.00         X   272,883 0 142,035
(47) R L Donnelly
Gen Mgr
 40.00         X   277,113 0 130,065
(48) D L Emmons
Asst Princ Dir
 40.00         X   353,389 0 36,098
(49) W F Ballhaus
President & CEO
 0.00           X 155,410 0 -9,448
(50) J R Wormington
VP
 0.00           X 286,358 0 30,122
1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 10,019,213   5,330,789
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet2,578
Yes
No
3
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 .............
3
Yes
 
4
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...........................
4
Yes
 
5
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 .....
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
Global Technology Resources
P O BOX 1791
Englewood,CO80150 		Computer Equipment 6,870,058
Duke Realty Services
75 Remittance Drive Suite 3194
Chicago,IL60675 		Property Development 3,827,978
Duke Construction Limited Partnership
75 Remittance Drive Suite 3230
Chicago,IL60675 		Property Development 19,094,923
Corporate Office Properties LP
P O BOX 824383
Philadelphia,PA19182 		Rental Property 7,412,632
Corpinfo Services
2050 S Westgate Avenue
Los Angeles,CA90025 		Desktop Computer Ser 9,836,378
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet96
Form 990 (2011)
Form 990 (2011)
Page 9
Part VIII
Statement of Revenue
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512, 513, or 514
Contributions, Gifts, Grants and Other Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and
similar amounts not included above1f 		 
g Noncash contributions included in lines 1a-1f:$  
h Total. Add lines 1a-1f.......MediumBullet 0
Program Service Revenue Business Code
2a Contract income 541,700 903,443,004 903,443,004    
b
c
d
e
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet 903,443,004
Other Revenue 3 Investment income (including dividends, interest
and other similar amounts).....MediumBullet 71,987 71,987    
4 Income from investment of tax-exempt bond proceeds..MediumBullet 0      
5 Royalties............MediumBullet 0      
(i) Real (ii) Personal
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss)    
d Net rental income or (loss).......MediumBullet 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)..........MediumBullet 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..MediumBullet 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...MediumBullet 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..MediumBullet 0      
Miscellaneous Revenue Business Code
11a Vending sales commissions   12,269   12,269  
b Unrealized gain on invest   2,287,108 2,287,108    
c Other income   385,391 385,391    
d All other revenue ....        
e Total. Add lines 11a–11d ......MediumBullet 2,684,768
12 Total revenue. See Instructions....MediumBullet 906,199,759 906,187,490 12,269  
Form 990 (2011)
Form 990 (2011)
Page 10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).
Check if Schedule O contains a response to any question in this Part IX. .........
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII. 		(A)
Total expenses 		(B)
Program service expenses 		(C)
Management and general expenses 		(D)
Fundraising expenses
1 Grants and other assistance to governments and organizations in the United States. See Part IV, line 21 0  
2 Grants and other assistance to individuals in the United States. See Part IV, line 22 404,451 404,451
3 Grants and other assistance to governments, organizations, and individuals outside the United States. 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 .... 14,114,189 9,383,898 4,730,291  
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 520,356,193 503,602,488 16,753,705  
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 110,376,278 104,109,227 6,267,051  
9 Other employee benefits ....... 44,850,625 43,436,863 1,413,762  
10 Payroll taxes ........... 32,984,085 31,855,495 1,128,590  
11 Fees for services (non-employees):        
a Management ...... 0      
b Legal ......... 1,590,092 221,354 1,368,738  
c Accounting ........... 669,184 93,157 576,027  
d Lobbying ........... 0      
e Professional fundraising. See Part IV, line 17.. 0  
f Investment management fees ...... 1,419,778 197,645 1,222,133  
g Other .......... 628,089 87,435 540,654  
12 Advertising and promotion .... 403,878 393,761 10,117  
13 Office expenses ....... 10,949,428 10,461,894 487,534  
14 Information technology ...... 22,627,000 21,845,000 782,000  
15 Royalties .. 62,732   62,732  
16 Occupancy ........... 29,585,911 28,689,065 896,846  
17 Travel ............ 26,043,958 24,788,803 1,255,155  
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 0      
19 Conferences, conventions, and meetings .... 2,656,448 2,367,452 288,996  
20 Interest ........... 6,387,568 6,387,568    
21 Payments to affiliates ....... 0      
22 Depreciation, depletion, and amortization ..... 39,503,881 37,692,433 1,811,448  
23 Insurance .............. 1,029,058 12,556 1,016,502  
24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.)
a Guard service 4,086,050 3,697,581 388,469  
b Consultant fees 4,247,208 3,966,630 280,578  
c Purchased labor 5,595,911 4,850,005 745,906  
d All other expenses 21,052,150 18,732,495 2,319,655  
e
f All other expenses 0      
25 Total functional expenses. Add lines 1 through 24f 901,624,145 857,277,256 44,346,889 0
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2011)
Form 990 (2011)
Page 11
Part X Balance Sheet
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash—non-interest-bearing .......... 3,000 1 3,000
2 Savings and temporary cash investments ....... 46,952,611 2 43,385,779
3 Pledges and grants receivable, net .........   3 0
4 Accounts receivable, net ......... 54,974,409 4 39,121,821
5 Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L .......... 116,000 5 59,000
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 ............ 8,870,915 9 7,913,575
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 864,224,585
b Less: accumulated depreciation. ..... 10b 433,051,809 364,107,597 10c 431,172,776
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 ........... 65,577,256 15 46,683,943
16 Total assets. Add lines 1 through 15 (must equal line 34)... 540,601,788 16 568,339,894
Liabilities 17 Accounts payable and accrued expenses . 101,416,299 17 94,296,424
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 .. 146,716,666 23 158,833,333
24 Unsecured notes and loans payable to unrelated third parties ....   24  
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D..... 519,408,000 25 620,236,700
26 Total liabilities. Add lines 17 through 25..... 767,540,965 26 873,366,457
Net Assets or Fund Balance Organizations that follow SFAS 117, check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets ..... -226,939,177 27 -305,026,563
28 Temporarily restricted net assets .....   28  
29 Permanently restricted net assets .....   29  
Organizations that do not follow SFAS 117, check here MediumBullet 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 ..... -226,939,177 33 -305,026,563
34 Total liabilities and net assets/fund balances ..... 540,601,788 34 568,339,894
Form 990 (2011)
Form 990 (2011)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response to any question in this Part XI .........
1
Total revenue (must equal Part VIII, column (A), line 12) ...
1
906,199,759
2
Total expenses (must equal Part IX, column (A), line 25) ....
2
901,624,145
3
Revenue less expenses. Subtract line 2 from line 1 ...
3
4,575,614
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
-226,939,177
5
Other changes in net assets or fund balances (explain in Schedule O) ...
5
-82,663,000
6
Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) ....
6
-305,026,563
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response to any question in this Part XII .........
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?....
2a
 
No
b
Were the organization’s financial statements audited by an independent accountant?........
2b
Yes
 
c
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. ...........................
2c
Yes
 
d
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:
3a
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? ................
3a
Yes
 
b
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. ..
3b
Yes
 
Form 990 (2011)
Additional Data


Software ID: 11000144
Software Version: 2011v1.5
Form 990, Special Condition Description:
Special Condition Description
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.
right arrow Attach to Form 990 or Form 990-EZ. right arrow See separate instructions.
OMB No. 1545-0047
2011
Open to Public
Inspection
Name of the organization
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.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
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.)
10
11
e
f
g
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
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)
 
 
h
(i)
Name of supported organization 		(ii)
EIN 		(iii)
Type of organization (described on lines 1- 9 above or IRC section (see instructions)) 		(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?
Yes No Yes No Yes No
Total                  

For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in) (a) 2007 (b) 2008 (c) 2009 (d) 2010 (e) 2011 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... 838,601 867,878 912,047 939,308 903,443 4,461,277
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.. 838,601 867,878 912,047 939,308 903,443 4,461,277
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.           4,461,277
Section B. Total Support
Calendar year(or fiscal year beginning in) (a) 2007 (b) 2008 (c) 2009 (d) 2010 (e) 2011 (f) Total
7 Amounts from line 4.. 838,601 867,878 912,047 939,308 903,443 4,461,277
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. 4,952 2,543 3,357 3,920 2,744 17,516
9 Net income from unrelated business activities, whether or not the business is regularly carried on..   14 13 12 12 51
10 Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..           0
11 Total support (Add lines 7 through 10).           4,478,844
12
12
 
13
Section C. Computation of Public Support Percentage
14
14
99.610 %
15
15
99.610 %
16a
b
17a
b
18
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in) (a) 2007 (b) 2008 (c) 2009 (d) 2010 (e) 2011 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .            
2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......            
3 Gross receipts from activities that are not an unrelated trade or business under section 513..            
4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...            
5 The value of services or facilities furnished by a governmental unit to the organization without charge..            
6 Total. Add lines 1 through 5.            
7a Amounts included on lines 1, 2, and 3 received from disqualified persons...            
b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.            
c Add lines 7a and 7b..            
8 Public Support (Subtract line 7c from line 6.)            
Section B. Total Support
Calendar year (or fiscal year beginning in) (a) 2007 (b) 2008 (c) 2009 (d) 2010 (e) 2011 (f) Total
9 Amounts from line 6...            
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..            
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.            
c Add lines 10a and 10b.            
11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.            
12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)            
13 Total support (Add lines 9, 10c, 11 and 12.).            
14
Section C. Computation of Public Support Percentage
15
15
 
16
16
 
Section D. Computation of Investment Income Percentage
17
17
 
18
18
 
19a
b
20
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 4
Part IV
Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
 
Explanation
Information on Schedule A, Part II is in $000.Section C, 15 should be 99.4% from 2010 Schedule A, Part II, Line 14.
 
 
 
Schedule A (Form 990 or 990-EZ) 2011

Additional Data


Software ID: 11000144
Software Version: 2011v1.5
SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet Attach to Form 990. SchDMd Bullet See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
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 .......    
5
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? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
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, and not on a historic structure listed in the National Register .................... 2d 1
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
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)? ....................................
9
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.
1a
If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:
(i)
Revenues included in Form 990, Part VIII, line 1 ........................SchDMd Bullet $  
(ii)
Assets included in Form 990, Part X ..............................SchDMd Bullet $  
2
If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958), relating to these items:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990
Cat. No. 52283D
Schedule D (Form 990) 2011

Schedule D (Form 990) 2011
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
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):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.
5
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?........
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.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIV and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
If “Yes,” explain the arrangement in Part XIV.
Part V
Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.
(a)Current Year (b)Prior Year (c)Two Years Back (d)Three Years Back (e)Four Years Back
1a Beginning of year balance ....        
b Contributions ........        
c Net investment earnings, gains, and losses ...        
d Grants or scholarships .....        
e Other expenditures for facilities
and programs ........ 		       
f Administrative expenses ....        
g End of year balance ......        
2
Provide the estimated percentage of the year end balance (line 1g) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet  
c
Temporarily restricted endowment SchDMd Bullet  
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
 
(ii) related organizations ........................
3a(ii)
 
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIV the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................   64,323,300 64,323,300
b Buildings ................   313,677,367 72,332,187 241,345,180
c Leasehold improvements ............   57,919,715 49,172,502 8,747,213
d Equipment ................   326,242,468 236,104,418 90,138,050
e Other .................   102,061,735 75,442,702 26,619,033
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 431,172,776
Schedule D (Form 990) 2011

Schedule D (Form 990) 2011
Page 3
Part VII
Investments—Other Securities. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b)Book value (c) Method of valuation:
Cost or end-of-year market value
(1)Financial derivatives    
(2)Closely-held equity interests    
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet  
Part VIII
Investments—Program Related. See Form 990, Part X, line 13.
(a) Description of investment type (b) Book value (c) Method of valuation:
Cost or end-of-year market value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet  
Part IX
Other Assets. See Form 990, Part X, line 15.
(a) Description (b) Book value
(1) Restricted Cash - Loan Sinking Fund 1,000
(2) Restricted Cash - Loan Proceeds 27,369,986
(3) Prepaid Loan Issuance 1,060,536
(4) Prepaid Land Infrastructure 756,883
(5) Investments held in trust account 17,263,223
(6) Employee receivable and other 232,315



Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet 46,683,943
Part X
Other Liabilities. See Form 990, Part X, line 25.
1.(a) Description of Liability (b) Book value
Federal Income Taxes  
Corporate officers retirement 49,750,000
Aerospace Benefit Equalization Plan 2,461,000
Accrued rent liabilities 4,258,700
Accrued postretirement benefit 73,327,000
Accrued pension cost 490,440,000




Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 620,236,700
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).
Schedule D (Form 990) 2011

Schedule D (Form 990) 2011
Page 4
Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1 Total revenue (Form 990, Part VIII, column (A), line 12) .................... 1 906,199,759
2 Total expenses (Form 990, Part IX, column (A), line 25) ..................... 2 901,624,145
3 Excess or (deficit) for the year. Subtract line 2 from line 1 ............. 3 4,575,614
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 -82,663,000
9 Total adjustments (net). Add lines 4 through 8 ......................... 9 -82,663,000
10 Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 ......... 10 -78,087,386
Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1 Total revenue, gains, and other support per audited financial statements ....... 1 906,199,759
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..................... 3 906,199,759
4 Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b . 4a  
b Other (Describe in Part XIV.) ........... 4b  
c Add lines 4a and 4b....................... 4c  
5 Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5 906,199,759
Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1 Total expenses and losses per audited financial statements ............. 1 901,624,145
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..................... 3 901,624,145
4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b .. 4a  
b Other (Describe in Part XIV.) ............ 4b  
c Add lines 4a and 4b....................... 4c  
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5 901,624,145
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 $ -82663000
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) 2011

Additional Data


Software ID: 11000144
Software Version: 2011v1.5




Schedule I
(Form 990)
Department of the Treasury
Internal Revenue Service
Grants and Other Assistance to Organizations,
Governments and Individuals in the United States
Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet Attach to Form 990
OMB No. 1545-0047
2011
Open to Public
Inspection
Name of the organization
The Aerospace Corporation
 
Employer identification number
95-2102389
Part I
General Information on Grants and Assistance
1
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? ....................................
2
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






















2
Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image
0
3
Enter total number of other organizations listed in the line 1 table ......................... . Bullet Image
0
For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50055P
Schedule I (Form 990) 2011

Schedule I (Form 990) 2011
Page 2
Part III
Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.
(a)Type of grant or assistance (b)Number of
recipients		 (c)Amount of
cash grant		 (d)Amount of
non-cash assistance		 (e)Method of valuation (book,
FMV, appraisal, other)		 (f)Description of non-cash assistance
(1) Corporate Study & Assignments 26 404,451      













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) 2011


Additional Data


Software ID: 11000144
Software Version: 2011v1.5


Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet Attach to Form 990. SchJMediumBullet See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
The Aerospace Corporation
 
Employer identification number

95-2102389
Part I
Questions Regarding Compensation
Yes
No
1a
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.
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all the expenses described above? If "No," complete Part III to explain....
1b
Yes
 
2
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? ....
2
Yes
 
3
Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
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:
a
Receive a severance payment or change-of-control payment? ...............
4a
 
No
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? ........
4c
 
No
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.
5
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:
a
The organization? ...........................
5a
 
No
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
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:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
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 ............
7
 
No
8
Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
No
For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990
Cat. No. 50053T
Schedule J (Form 990) 2011

Schedule J (Form 990) 2011
Page 2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and column (E) for that individual.
(A) Name (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and other deferred compensation (D) Nontaxable
benefits		 (E) Total of columns
(B)(i)-(D) 		(F) Compensation
reported as deferred
in prior Form 990
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1) W M Austin (i)
(ii)		 468,623
  		243,481
  		19,835
  		617,859
  		31,501
  		1,381,299
  		 
 
(2) W H Hiatt (i)
(ii)		 245,089
  		26,366
  		1,428
  		114,974
  		27,061
  		414,918
  		 
 
(3) W H Goodman (i)
(ii)		 262,199
  		30,753
  		4,668
  		61,605
  		20,665
  		379,890
  		 
 
(4) W Giragos (i)
(ii)		 239,627
  		19,478
  		2,286
  		32,025
  		16,967
  		310,383
  		 
 
(5) W F Ballhaus (i)
(ii)		 61,469
  		 
  		93,941
  		-11,137
  		1,689
  		145,962
  		 
 
(6) W C Krenz (i)
(ii)		 261,062
  		35,239
  		9,822
  		210,058
  		35,434
  		551,615
  		 
 
(7) S L Zacharius (i)
(ii)		 239,309
  		26,754
  		774
  		72,371
  		34,777
  		373,985
  		 
 
(8) R R Razouk (i)
(ii)		 306,415
  		43,316
  		10,328
  		376,316
  		38,242
  		774,617
  		 
 
(9) R L Donnelly (i)
(ii)		 250,017
  		25,770
  		1,326
  		103,279
  		26,786
  		407,178
  		 
 
(10) R H Fisher (i)
(ii)		 350,485
  		50,217
  		8,850
  		256,149
  		4,505
  		670,206
  		 
 
(11) R F Johnson (i)
(ii)		 303,658
  		46,417
  		8,563
  		410,375
  		30,555
  		799,568
  		 
 
(12) M R Clinton (i)
(ii)		 274,791
  		40,130
  		11,518
  		108,438
  		30,683
  		465,560
  		 
 
(13) M J Wheaton (i)
(ii)		 241,955
  		19,861
  		774
  		14,343
  		33,245
  		310,178
  		 
 
(14) M De Ponte (i)
(ii)		 301,455
  		43,295
  		12,952
  		315,749
  		34,197
  		707,648
  		 
 
(15) J W Ford (i)
(ii)		 198,067
  		4,500
  		2,681
  		18,904
  		33,789
  		257,941
  		 
 
(16) J R Wormington (i)
(ii)		 148,831
  		103,038
  		34,489
  		26,647
  		3,475
  		316,480
  		 
 
(17) J M Drennan (i)
(ii)		 307,005
  		45,866
  		12,730
  		298,064
  		6,876
  		670,541
  		 
 
(18) H J Mitchell (i)
(ii)		 262,405
  		 
  		32,217
  		36,456
  		8,912
  		339,990
  		 
 
(19) G P Pulliam (i)
(ii)		 272,962
  		41,402
  		12,989
  		293,049
  		9,575
  		629,977
  		 
 
(20) G D Galasso (i)
(ii)		 195,441
  		15,280
  		177,320
  		49,946
  		22,975
  		460,962
  		 
 
(21) G C Aufderhaar (i)
(ii)		 115,482
  		19,766
  		9,601
  		28,443
  		2,277
  		175,569
  		 
 
(22) E M Beatty (i)
(ii)		 224,974
  		13,930
  		269
  		23,952
  		7,041
  		270,166
  		 
 
(23) D S Barbee (i)
(ii)		 235,789
  		35,942
  		523
  		26,119
  		20,038
  		318,411
  		 
 
(24) D L Webber (i)
(ii)		 239,172
  		7,000
  		144,305
  		24,795
  		12,341
  		427,613
  		 
 
(25) D L Emmons (i)
(ii)		 179,127
  		7,000
  		167,262
  		14,886
  		21,212
  		389,487
  		 
 
(26) D J Gorney (i)
(ii)		 360,556
  		54,731
  		9,918
  		361,951
  		20,052
  		807,208
  		 
 
(27) D E WallisRetired 1112 (i)
(ii)		 283,873
  		36,990
  		25,187
  		374,567
  		32,629
  		753,246
  		 
 
(28) C M Lazar-Morrison (i)
(ii)		 217,296
  		17,844
  		773
  		80,475
  		28,785
  		345,173
  		 
 
(29) C J Steele (i)
(ii)		 265,091
  		38,658
  		11,514
  		177,748
  		32,122
  		525,133
  		 
 
(30) B W Chau (i)
(ii)		 273,239
  		38,097
  		12,035
  		153,954
  		30,023
  		507,348
  		 
 
Schedule J (Form 990) 2011

Schedule J (Form 990) 2011
Page 3
Part III
Supplemental Information
Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.
Identifier Return Reference Explanation
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. Three first class travel tickets were purchased during the year in the amount of $4,637 for all three trips. These three tickets were purchased to meet schedule requirements and no other seats were available.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.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) 2011

Additional Data


Software ID: 11000144
Software Version: 2011v1.5
Schedule L
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Transactions with Interested Persons
MediumBullet 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. MediumBulletSee separate instructions.
OMB No. 1545-0047
2011
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?
Yes No





2
Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image$
 
3
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?
To From Yes No Yes No Yes No
(1) W M Austin relocation loan
pursuant to IRC Sec 7282 		  X 59,000     No Yes   Yes  
Total ...............Small Bullet $  
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) 2011
Schedule L (Form 990 or 990-EZ) 2011
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?
Yes No
(1) M Montelongo trustee 271,214 food service vendor   No
(2) K D Wheaton employee 119,282 compensation   No
(3) E D Aufderhaar employee 83,262 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) 2011

Additional Data


Software ID: 11000144
Software Version: 2011v1.5




SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2011
Open to Public
Inspection
Name of the organization
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 $271,714 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 at 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 2013.
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 prior to filing.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2011

Additional Data


Software ID: 11000144
Software Version: 2011v1.5