TY 2014 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)
(1) B M Barrett........................................................................ Trustee	2.00 .......................0.00	X	60,250
(2) C A Blanchard........................................................................ Trustee	2.00 .......................0.00	X	16,500
(3) K P Chilton........................................................................ Trustee	2.00 .......................0.00	X	37,750
(4) D M DiCarlo........................................................................ Trustee	2.00 .......................0.00	X	37,750
(5) M B Donley........................................................................ Trustee	2.00 .......................0.00	X	41,750
(6) B J Dunbar........................................................................ Trustee	2.00 .......................0.00	X	33,250
(7) K R Hall........................................................................ Trustee	2.00 .......................0.00	X	36,250
(8) D E Hastings........................................................................ Trustee	2.00 .......................0.00	X	34,250
(9) T W Jonas........................................................................ Trustee	2.00 .......................0.00	X	35,750
(10) J E McLaughlin........................................................................ Trustee	2.00 .......................0.00	X	26,250
(11) M Montelongo........................................................................ Trustee	2.00 .......................0.00	X	39,750
(12) G K Muellner........................................................................ Trustee	2.00 .......................0.00	X	38,750
(13) J H Smith........................................................................ Trustee	2.00 .......................0.00	X	38,250
(14) A K Street........................................................................ Trustee	2.00 .......................0.00	X	45,000
(15) W L Shelton........................................................................ Trustee	2.00 .......................0.00	X	0
(16) A C Wade........................................................................ Trustee	2.00 .......................0.00	X	41,250
(17) R S Walker........................................................................ Trustee	2.00 .......................0.00	X	37,500

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(18) W M Austin........................................................................ President & CEO	40.00 .......................0.00	X	X				800,007	1,234,209
(19) C L Gustafson........................................................................ Vice President	40.00 .......................0.00		X				296,546	140,031
(20) E M Swallow........................................................................ Vice President	40.00 .......................0.00		X				0	0
(21) E M Beatty........................................................................ Vice President	40.00 .......................0.00		X				331,252	123,852
(22) B W Chau........................................................................ Vice President	40.00 .......................0.00		X				333,135	311,355
(23) M R Clinton........................................................................ Vice President	40.00 .......................0.00		X				362,553	161,723
(24) G A Davis........................................................................ Vice President	40.00 .......................0.00		X				290,562	102,351
(25) M De Ponte........................................................................ Vice President	40.00 .......................0.00		X				381,192	587,114
(26) R H Fisher........................................................................ Vice President	40.00 .......................0.00		X				434,578	455,877
(27) W H Goodman........................................................................ Vice President	40.00 .......................0.00		X				345,228	233,664
(28) D J Gorney........................................................................ Vice President	40.00 .......................0.00		X				458,671	740,367
(29) M M Hills........................................................................ Vice President	40.00 .......................0.00		X				306,806	134,747
(30) R F Johnson........................................................................ Vice President	40.00 .......................0.00		X				371,247	230,410
(31) R L Kendall........................................................................ Vice President	40.00 .......................0.00		X				315,466	199,769
(32) W C Krenz........................................................................ Vice President	40.00 .......................0.00		X				337,016	445,490
(33) H J Mitchell........................................................................ Vice President	40.00 .......................0.00		X				328,452	143,476
(34) R R Razouk........................................................................ Vice President	40.00 .......................0.00		X				387,274	551,532
(35) C J Steele........................................................................ Vice President	40.00 .......................0.00		X				422,454	326,151
(36) S L Zacharius........................................................................ Vice President	40.00 .......................0.00		X				307,802	268,254
(37) M A Brosmer........................................................................ Gen Mgr	40.00 .......................0.00			X			293,538	179,460
(38) J W Ford........................................................................ Prin Dir	40.00 .......................0.00			X			218,126	83,355
(39) C M Lazar-Morrison........................................................................ Gen Mgr	40.00 .......................0.00			X			262,676	197,009
(40) D A Reynard........................................................................ Gen Mgr	40.00 .......................0.00			X			84,907	5,961
(41) S K Steele........................................................................ Exec Dir	40.00 .......................0.00			X			216,286	60,448
(42) V C Boles........................................................................ Gen Mgr	40.00 .......................0.00				X		280,983	234,450
(43) F R Hoots........................................................................ Aerospace Fellow	40.00 .......................0.00				X		412,677	71,017
(44) A M Kabe........................................................................ Prin Dir	40.00 .......................0.00				X		326,721	226,290
(45) D A Lewis........................................................................ Prin Dir	40.00 .......................0.00				X		286,751	213,481
(46) T Lomheim........................................................................ Aerospace Fellow	40.00 .......................0.00				X		288,960	218,678
(47) J M Drennan........................................................................ Former Vice President	0.00 .......................0.00					X	3,031,088	-1,068,874

(A) Name and business address	(B) Description of services	(C) Compensation
Andrews International Inc P O Box 417326 Boston,MA02241	Security Services	4,978,361
Corpinfo Services 2050 S Westgate Avenue Los Angeles,CA90025	Desktop Computer Ser	4,548,859
Equinix Inc - #774252 4252 SOLUTIONS CENTER CHICAGO,IL60677	Data Center Mgmt	2,097,232
Global Technology Resources Inc P O Box 912591 Denver,CO802912591	CISCO Hardware Supt.	1,975,984
Techlink Systems Inc One Post Street Suite 300 San Francisco,CA94104	Contract Labor	1,775,799
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 105

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 domestic organizations and domestic governments. See Part IV, line 21 ....	0
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....	267,865	267,865
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. 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 ....	16,997,009	10,810,117	6,186,892
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 ....	532,776,977	516,173,813	16,603,164
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	92,137,415	87,801,873	4,335,542
9	Other employee benefits .......	44,716,093	43,244,077	1,472,016
10	Payroll taxes ...........	32,603,494	31,450,945	1,152,549
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	1,962,099	294,852	1,667,247
c	Accounting ...........	712,145	107,017	605,128
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	67,568	10,154	57,414
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	1,719,172	258,345	1,460,827
12	Advertising and promotion ....	492,661	475,443	17,218
13	Office expenses .......	13,071,547	12,232,947	838,600
14	Information technology ......	29,730,724	28,487,015	1,243,709
15	Royalties ..	0
16	Occupancy ...........	32,149,831	31,401,403	748,428
17	Travel ............	25,809,267	23,943,591	1,865,676
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	2,987,823	2,477,484	510,339
20	Interest ...........	8,669,000	8,669,000
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	43,608,508	41,583,364	2,025,144
23	Insurance ..............	1,060,433	12,352	1,048,081
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	All other expenses	32,574,579	29,746,085	2,828,494
b	Purchased labor	7,597,520	7,111,958	485,562
c	Consultant fees	5,423,487	5,051,342	372,145
d	Guard service	5,181,783	4,731,842	449,941
e	All other expenses	0
25	Total functional expenses. Add lines 1 through 24e	932,317,000	886,342,884	45,974,116	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............		1	0
2	Savings and temporary cash investments .........	37,213,070	2	51,368,144
3	Pledges and grants receivable, net ...........		3	0
4	Accounts receivable, net .............	54,837,207	4	59,454,920
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) 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 ..........	9,350,875	9	8,876,957
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	992,786,001
b	Less: accumulated depreciation .....	10b	483,862,881	509,713,864	10c	508,923,120
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 ...........	27,042,109	15	22,823,859
16	Total assets. Add lines 1 through 15 (must equal line 34)......	638,157,125	16	651,447,000
	17	Accounts payable and accrued expenses .........	93,923,730	17	100,399,738
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	Loans and other 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 ..	167,166,666	23	162,183,333
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....................	528,138,000	25	609,442,200
26	Total liabilities. Add lines 17 through 25.........	789,228,396	26	872,025,271
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	-151,071,271	27	-220,578,271
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets ...........		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	-151,071,271	33	-220,578,271
34	Total liabilities and net assets/fund balances ........	638,157,125	34	651,447,000

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

The Aerospace Corporation

Employer identification number

95-2102389

Part I

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

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

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

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

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

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

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

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

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

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

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

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

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

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

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

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

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

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

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

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

Page 2

Part II

Support Schedule for Organizations Described in Sections 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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	939,308	903,443	868,562	881,907	916,670	4,509,890
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	939,308	903,443	868,562	881,907	916,670	4,509,890
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.						4,509,890

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..	939,308	903,443	868,562	881,907	916,670	4,509,890
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	3,920	2,744	2,043	2,399	4,370	15,476
9	Net income from unrelated business activities, whether or not the business is regularly carried on..	12	12	10	9	5	48
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..						0
11	Total support Add lines 7 through 10.						4,525,414

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

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

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

99.660 %

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

99.680 %

16a

33 1/3% support test—2014. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2013. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

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

Schedule A (Form 990 or 990-EZ) 2014

Page 3

Part III

Support Schedule for Organizations Described in Section 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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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 VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

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

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2014. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2013. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

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

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
Support Schedule: Additional Supplemental Information	Information on Schedule A, Part II is in $000.

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:	14000265
Software Version:	2014v6.0

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

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 value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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

			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

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

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

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

Yes No

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

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

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

Yes No

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

Part III

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

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

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

(i)

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

(ii)

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

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

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

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

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

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

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


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

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......

Part V

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

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

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

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

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

Yes

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

3a(i)

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

3a(ii)

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

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

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	55,343,024		55,343,024
b	Buildings ................	415,116,419	95,238,335	319,878,084
c	Leasehold improvements ............	46,691,701	40,368,250	6,323,451
d	Equipment ................	345,382,885	260,115,550	85,267,335
e	Other .................	130,251,972	88,140,746	42,111,226
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				508,923,120

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

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








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

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

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









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

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









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

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
Accrued pension cost		508,385,000
Accrued postretirement benefit		46,783,000
Accrued rent liabilities		3,084,200
Aerospace Benefit Equalization Plan		3,345,000
Corporate officers retirement		47,845,000




Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		609,442,200
2. Liability for uncertain tax positions. In Part XIII, 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 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1	917,112,000
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3	917,112,000
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 XIII.) ...........	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	917,112,000

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1	932,317,000
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 XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3	932,317,000
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 XIII.) ............	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	932,317,000

Part XIII

Supplemental Information

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, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
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 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 was in August 2014.

Return Reference

Explanation

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 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 was in August 2014.

Schedule D (Form 990) 2014

Additional Data

Software ID:	14000265
Software Version:	2014v6.0

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

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

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

Attach to Form 990.
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
The Aerospace Corporation

Employer identification number
95-2102389

Part I

General Information on Grants and Assistance

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

Yes No

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

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC section if applicable	(d) Amount of cash grant	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance

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

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

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

Cat. No. 50055P

Schedule I (Form 990) 2014

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) Corporate Study & Assignments	28	267,865

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

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.

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) 2014

Additional Data

Software ID:	14000265
Software Version:	2014v6.0

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

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

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

The Aerospace Corporation

Employer identification number

95-2102389

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

Yes

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

Yes

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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

Yes

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

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

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

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

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

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

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

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

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

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

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

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

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2014

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 (E) amounts for that individual.

(A) Name and Title		(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 in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1A M KabePrin Dir	(i) (ii)	325,268 ...............................	...............................	1,453 ...............................	206,009 ...............................	20,281 ...............................	553,011 ...............................	...............................
2B W ChauVice President	(i) (ii)	262,941 ...............................	36,450 ...............................	33,744 ...............................	280,344 ...............................	31,011 ...............................	644,490 ...............................	...............................
3C J SteeleVice President	(i) (ii)	268,060 ...............................	118,338 ...............................	36,056 ...............................	310,659 ...............................	15,492 ...............................	748,605 ...............................	...............................
4C L GustafsonVice President	(i) (ii)	247,876 ...............................	24,896 ...............................	23,774 ...............................	131,189 ...............................	8,842 ...............................	436,577 ...............................	...............................
5C M Lazar-MorrisonGen Mgr	(i) (ii)	215,799 ...............................	22,273 ...............................	24,604 ...............................	171,873 ...............................	25,136 ...............................	459,685 ...............................	...............................
6D A LewisPrin Dir	(i) (ii)	257,423 ...............................	5,000 ...............................	24,328 ...............................	205,400 ...............................	8,081 ...............................	500,232 ...............................	...............................
7D J GorneyVice President	(i) (ii)	374,189 ...............................	50,829 ...............................	33,653 ...............................	721,252 ...............................	19,115 ...............................	1,199,038 ...............................	...............................
8E M BeattyVice President	(i) (ii)	260,451 ...............................	36,635 ...............................	34,166 ...............................	117,436 ...............................	6,416 ...............................	455,104 ...............................	...............................
9F R HootsAerospace Fellow	(i) (ii)	241,626 ...............................	500 ...............................	170,551 ...............................	33,964 ...............................	37,053 ...............................	483,694 ...............................	...............................
10G A DavisVice President	(i) (ii)	240,953 ...............................	24,250 ...............................	25,359 ...............................	97,182 ...............................	5,169 ...............................	392,913 ...............................	...............................
11H J MitchellVice President	(i) (ii)	257,767 ...............................	35,195 ...............................	35,490 ...............................	126,699 ...............................	16,777 ...............................	471,928 ...............................	...............................
12J M DrennanFormer Vice President	(i) (ii)	153,791 ...............................	42,157 ...............................	2,835,140 ...............................	-1,071,743 ...............................	2,869 ...............................	1,962,214 ...............................	1,559,065 ...............................
13J W FordPrin Dir	(i) (ii)	187,025 ...............................	4,500 ...............................	26,601 ...............................	53,739 ...............................	29,616 ...............................	301,481 ...............................	...............................
14M A BrosmerGen Mgr	(i) (ii)	265,627 ...............................	26,623 ...............................	1,288 ...............................	149,709 ...............................	29,751 ...............................	472,998 ...............................	...............................
15M De PonteVice President	(i) (ii)	301,750 ...............................	41,069 ...............................	38,373 ...............................	572,787 ...............................	14,327 ...............................	968,306 ...............................	...............................
16M M HillsVice President	(i) (ii)	252,818 ...............................	28,836 ...............................	25,152 ...............................	118,912 ...............................	15,835 ...............................	441,553 ...............................	...............................
17M R ClintonVice President	(i) (ii)	293,309 ...............................	39,932 ...............................	29,312 ...............................	127,982 ...............................	33,741 ...............................	524,276 ...............................	...............................
18R F JohnsonVice President	(i) (ii)	294,067 ...............................	39,217 ...............................	37,963 ...............................	201,923 ...............................	28,487 ...............................	601,657 ...............................	...............................
19R H FisherVice President	(i) (ii)	353,777 ...............................	46,032 ...............................	34,769 ...............................	449,490 ...............................	6,387 ...............................	890,455 ...............................	...............................
20R L KendallVice President	(i) (ii)	272,552 ...............................	32,389 ...............................	10,525 ...............................	169,155 ...............................	30,614 ...............................	515,235 ...............................	...............................
21R R RazoukVice President	(i) (ii)	310,202 ...............................	41,616 ...............................	35,456 ...............................	525,822 ...............................	25,710 ...............................	938,806 ...............................	...............................
22S K SteeleExec Dir	(i) (ii)	215,313 ...............................	25 ...............................	948 ...............................	32,313 ...............................	28,135 ...............................	276,734 ...............................	...............................
23S L ZachariusVice President	(i) (ii)	246,404 ...............................	28,435 ...............................	32,963 ...............................	237,623 ...............................	30,631 ...............................	576,056 ...............................	...............................
24T LomheimAerospace Fellow	(i) (ii)	263,397 ...............................	900 ...............................	24,663 ...............................	194,257 ...............................	24,421 ...............................	507,638 ...............................	...............................
25V C BolesGen Mgr	(i) (ii)	257,028 ...............................	22,352 ...............................	1,603 ...............................	208,549 ...............................	25,901 ...............................	515,433 ...............................	...............................
26W C KrenzVice President	(i) (ii)	264,929 ...............................	38,382 ...............................	33,705 ...............................	413,051 ...............................	32,439 ...............................	782,506 ...............................	...............................
27W H GoodmanVice President	(i) (ii)	273,749 ...............................	38,019 ...............................	33,460 ...............................	213,257 ...............................	20,407 ...............................	578,892 ...............................	...............................
28W M AustinPresident & CEO	(i) (ii)	553,182 ...............................	204,358 ...............................	42,467 ...............................	1,201,118 ...............................	33,091 ...............................	2,034,216 ...............................	...............................

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

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

Return Reference	Explanation
Part I, Line 1a: Relevant information in regards to selections on 1a.
Part III, Additional Information	Part 1, Line 1a - Relevant Information Regarding Compensation BenefitsTwo first class travel tickets were purchased during the year in the amount of $3,423. These two 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 non-qualified retirement plan.Current and former corporate officers participate in a 457(f) non-qualified, 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, 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), of this return and is included in the amounts reported on Form 990, Part VII, column D.J.M Drennan vested in amounts that are reported as taxable income during this reporting period. The amounts reported as income to this individual represents the present value of future annuities to be paid to this individual under the Plan. 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 are included in amounts reported on Form 990, Part VII, column F, of this return.

Return Reference

Explanation

Part I, Line 1a: Relevant information in regards to selections on 1a.

Part III, Additional Information

Part 1, Line 1a - Relevant Information Regarding Compensation BenefitsTwo first class travel tickets were purchased during the year in the amount of $3,423. These two 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 non-qualified retirement plan.Current and former corporate officers participate in a 457(f) non-qualified, 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, 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), of this return and is included in the amounts reported on Form 990, Part VII, column D.J.M Drennan vested in amounts that are reported as taxable income during this reporting period. The amounts reported as income to this individual represents the present value of future annuities to be paid to this individual under the Plan. 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 are included in amounts reported on Form 990, Part VII, column F, of this return.

Schedule J (Form 990) 2014

Additional Data

Software ID:	14000265
Software Version:	2014v6.0

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

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

Attach to Form 990 or Form 990-EZ.
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Information about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

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), section 501(c)(4), and 501(c)(29) 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	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

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

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

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefiting 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 assistance	(d) Type of assistance	(e) Purpose of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2014

Page 2

Part IV

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

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) M Montelongo	trustee	248,196	food service vendor		No

Part V

Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).

Return Reference	Explanation
Schedule L, Part V Supplemental Information	Part IV Line 2 - M Montelongo is a trustee and an officer for a food service vendor used by the Corporation thru February 25, 2015. See Schedule O, Form 990, Part VI, Sec A, Line 1a/b for additional comments.

Schedule L (Form 990 or 990-EZ) 2014

Additional Data

Software ID:	14000265
Software Version:	2014v6.0

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

The Aerospace Corporation

Employer identification number

95-2102389

Return Reference	Explanation
Form 990, Part VI, Line 11b: 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 President and CEO, the CFO reviews the Form 990 in detail with the Chair of the Audit Committee of the Board. The Chair of the Audit Committee reports on her review of the Form 990 to the Audit Committee and Board of Trustees. Copies of the Form 990 are provided to all members of the Board of Trustees prior to filing.
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 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 President and CEO, 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, 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 2015.
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.
Other Changes In Net Assets Or Fund Balances - Other Decreases	Charge to Corporate Equity = -$54302000
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, Sec A, Line 1a/b	The President and CEO of the Corporation is a member of the Board of Trustees, ex officio, with full voting power during her term of office as President and CEO. The President and CEO is not independent as she is compensated as an officer. The President and CEO 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 $248,196 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. The contract with the food service vendor ended February 25, 2015.
Form 990, Part XI, Line 9	Accumulated change to Corporate Equity increased by $54,302,000 due to decrease in the interest rate used to value the liabilities of the Company's retirement plans.
Form 990, Schedule A, Section A & B	Amounts used are rounded to the nearest thousand as the software does not support the full amount.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:	14000265
Software Version:	2014v6.0

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 and other complex systems. Mission: Working to improve effectiveness for space operations and end-user communities, contributing to acquisition success and to 100% mission success.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	18
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	16
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	4,239
6	Total number of volunteers (estimate if necessary) .............	6
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	5,011
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	4,011

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........		0
9	Program service revenue (Part VIII, line 2g) .........	881,907,000	916,670,000
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	11,000	1,000
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	2,397,739	441,000
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	884,315,739	917,112,000
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	203,377	267,865
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)	692,069,238	719,230,988
16a	Professional fundraising fees (Part IX, column (A), line 11e).....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	186,643,124	212,818,147
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	878,915,739	932,317,000
19	Revenue less expenses. Subtract line 18 from line 12.......	5,400,000	-15,205,000
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	638,157,125	651,447,000
21	Total liabilities (Part X, line 26).............	789,228,396	872,025,271
22	Net assets or fund balances. Subtract line 21 from line 20.....	-151,071,271	-220,578,271

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 801,253,967 including grants of $ ) (Revenue $ 829,069,248 )
	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 $ 85,088,917 including grants of $ ) (Revenue $ 88,042,752 )
	Aerospace civil and commercial operation (Vaeros) 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 expenses886,342,884

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	13,113,204	6,811,647

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

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			0
			Business Code
2a	Contract income		541700	916,670,000	916,670,000
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			916,670,000
3	Investment income (including dividends, interest, and other similar amounts).......			1,000	1,000
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			221,000	221,000
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........			0
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	Other income			38,989	38,989
b	Unrealized gain on invest			176,000	176,000
c	Vending sales commissions			5,011		5,011
d	All other revenue ....
e	Total. Add lines 11a–11d ......			220,000
12	Total revenue. See Instructions......			917,112,000	917,106,989	5,011


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............				1	0
2	Savings and temporary cash investments .........			37,213,070	2	51,368,144
3	Pledges and grants receivable, net ...........				3	0
4	Accounts receivable, net .............			54,837,207	4	59,454,920
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) 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 ..........			9,350,875	9	8,876,957
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	992,786,001
b	Less: accumulated depreciation .....	10b	483,862,881	509,713,864	10c	508,923,120
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 ...........			27,042,109	15	22,823,859
16	Total assets. Add lines 1 through 15 (must equal line 34)......			638,157,125	16	651,447,000
17	Accounts payable and accrued expenses .........			93,923,730	17	100,399,738
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	Loans and other 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 ..			167,166,666	23	162,183,333
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....................			528,138,000	25	609,442,200
26	Total liabilities. Add lines 17 through 25.........			789,228,396	26	872,025,271
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			-151,071,271	27	-220,578,271
28	Temporarily restricted net assets ...........				28
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			-151,071,271	33	-220,578,271
34	Total liabilities and net assets/fund balances ........			638,157,125	34	651,447,000