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Exhibit R-2, RDT&E Budget Item Justification: PB 213 Navy DATE: February 212 COST ($ in Millions) FY 211 FY 212 FY 214 FY 215 FY 216 FY 217 To Program Element 58.638 67.569 31.15-31.15 47.226 46.85 47.56 48.397 Continuing Continuing 58.638 67.569 31.15-31.15 47.226 46.85 47.56 48.397 Continuing Continuing A. Mission Description and Budget Item Justification The mission of the AH-1W attack helicopter is to provide rotary wing close air support, anti-armor, armed escort, armed/visual reconnaissance, survivability enhancements, and fire support coordination capabilities under day/night and adverse weather conditions. The mission of the UH-1N utility helicopter is to provide command and control and combat assault support under day/night and adverse weather conditions and special operations support; supporting arms coordination and aeromedical evacuation. Major modifications for both aircraft include 37 AH-1Ws converted to AH-1Zs, build 152 new AH-1Zs, remanufacture ten (1) H-1N helicopters and build 15 new UH-1Y models. Upgrades include: a new 4-bladed, composite rotor system with semi-automatic bladefold, new performance matched transmissions, T7 Engine Digital Electronic Control Units, new 4-bladed tail rotors and drive systems, more effective stabilizers, upgraded landing gear, tail pylon structural modifications, and common, fully integrated cockpits and avionics systems. These upgrades will add 1, flight hours to AH-1Z/UH-1Y airframes. The fully integrated cockpits will reduce operator workload and improve situational awareness, thus increasing safety and reducing the rate of aircraft attrition. They will provide considerable growth potential for future weapon systems and avionics, which will significantly increase mission effectiveness and survivability. The cockpits will also include integration of onboard mission planning, communications, digital fire control, self-navigation, night navigation/targeting, Joint Air-to-Ground Missile and Air-Launched Intercept Missile weapon systems management in nearly identical crew stations, which significantly reduces training requirements. These upgrades maximize commonality between the two aircraft and provide needed improvements in crew and passenger survivability, payload, power available, endurance, range, airspeed, maneuverability and supportability. Navy Page 1 of 11 R-1 Line #96

Exhibit R-2, RDT&E Budget Item Justification: PB 213 Navy DATE: February 212 B. Program Change Summary ($ in Millions) FY 211 FY 212 Previous President's Budget 6.498 72.569 28.6-28.6 Current President's Budget 58.638 67.569 31.15-31.15 Adjustments -1.86-5. 3.45-3.45 Congressional General Reductions - - Congressional Directed Reductions - -5. Congressional Rescissions - - Congressional Adds - - Congressional Directed Transfers - - Reprogrammings -.5 - SBIR/STTR Transfer -1.547 - Program Adjustments - - 3.41-3.41 Rate/Misc Adjustments - -.4 -.4 Congressional General Reductions Adjustments -.38 - - - - Change Summary Explanation Technical: Not applicable. Schedule: Changes to Software Development schedule for System Configuration Set 6. and SCS 7. completion from 3Q11 to 3Q12, and 3Q13 to 2Q14, respectively, due to limited test aircraft availability. Rerouting of aircraft parts was required to support OEF operations in Afghanistan. Associated Software Deliveries were adjusted accordingly. Change to Lot 8 contract award from 2Q11 to 4Q11 to reflect actual contract award. Navy Page 2 of 11 R-1 Line #96

Exhibit R-2A, RDT&E Project Justification: PB 213 Navy DATE: February 212 COST ($ in Millions) FY 211 FY 212 FY 214 FY 215 FY 216 FY 217 To 58.638 67.569 31.15-31.15 47.226 46.85 47.56 48.397 Continuing Continuing Quantity of RDT&E Articles A. Mission Description and Budget Item Justification The mission of the AH-1W attack helicopter is to provide rotary wing close air support, anti-armor, armed escort, armed/visual reconnaissance, survivability enhancements, and fire support coordination capabilities under day/night and adverse weather conditions. The mission of the UH-1N utility helicopter is to provide command and control and combat assault support under day/night and adverse weather conditions and special operations support; supporting arms coordination and aeromedical evacuation. Major modifications for both aircraft include 34 AH-1Ws converted to AH-1Zs, build 155 new AH-1Zs, remanufacture ten (1) H-1N helicopters and build 15 new UH-1Y models. Upgrades include: a new 4-bladed, composite rotor system with semi-automatic bladefold, new performance matched transmissions, T7 Engine Digital Electronic Control Units, new 4-bladed tail rotors and drive systems, more effective stabilizers, upgraded landing gear, tail pylon structural modifications, and common, fully integrated cockpits and avionics systems. These upgrades will add 1, flight hours to AH-1Z/UH-1Y airframes. The fully integrated cockpits will reduce operator workload and improve situational awareness, thus increasing safety and reducing the rate of aircraft attrition. They will provide considerable growth potential for future weapon systems and avionics, which will significantly increase mission effectiveness and survivability. The cockpits will also include integration of onboard mission planning, communications, digital fire control, self-navigation, night navigation/targeting, Joint Air-to-Ground Missile and Air-Launched Intercept Missile weapon systems management in nearly identical crew stations, which significantly reduces training requirements. These upgrades maximize commonality between the two aircraft and provide needed improvements in crew and passenger survivability, payload, power available, endurance, range, airspeed, maneuverability and supportability. B. Accomplishments/Planned Programs ($ in Millions, Article Quantities in Each) Title: Cuff and Yoke Redesign Articles: FY 211 FY 212 22.9 33.64 18.111-18.111 FY 211 Accomplishments: Cuff and Yoke Redesign/Step 2 Completion contract awarded for Cuff and Yoke studies, analysis, and development. FY 212 Plans: Cuff and Yoke Redesign/Step 3 final development for the redesign of Cuff and Yoke. Initiate detailed design activities including manufacturing process maturation and intial tooling development. Developmental laboratory testing will continue to increase in complexity as part of the detailed design effort, and low-risk sub-component qualification efforts will begin. Plans: Navy Page 3 of 11 R-1 Line #96

Exhibit R-2A, RDT&E Project Justification: PB 213 Navy DATE: February 212 B. Accomplishments/Planned Programs ($ in Millions, Article Quantities in Each) Cuff and Yoke Redesign/Step 3 fatigue testing of component parts, instrumentation, and preparation for flight test. Title: System Configuration Set Development Articles: FY 211 FY 212 24.662 16.877 8.26-8.26 FY 211 Accomplishments: System Configuration Set (SCS) 6.- validation and verification, preparation for flight test. SCS 7.- hardware & software (S/W) development including Digital Map, development of initial weapons capabilities, and corrections to Advanced Precision Kill Weapons System (APKWS). These efforts include system requirements definition and S/W requirements definition. Correction of hardware and S/W deficiencies as identified through test and/or due to obsolescence issues. FY 212 Plans: SCS 6.- complete testing on Build 2. SCS 7.- continue hardware and S/W development efforts. Development of initial weapons capabilities and corrections. SCS 8.- Joint Air-to-Ground Missile requirements definition and design. Correction of hardware and S/W deficiencies as identified through test and/or due to obsolescence issues. Plans: SCS 7.- development efforts including incorporation of Joint Variable Message Format. SCS 8.- continue requirements definition and begin design/development process. Correction of hardware and S/W deficiencies as identified through test and/or due to obsolescence issues. Title: Weapons and Sensors Testing and Integration Articles: 2.765 8.837 1.54-1.54 FY 211 Accomplishments: APKWS testing on the UH-1Y. FY 212 Plans: Development, integration, and testing effort for APKWS on the AH-1Z. Sight System (TSS) turret test and evaluation activities for hardware and infrared improvement efforts. Plans: Navy Page 4 of 11 R-1 Line #96

Exhibit R-2A, RDT&E Project Justification: PB 213 Navy DATE: February 212 B. Accomplishments/Planned Programs ($ in Millions, Article Quantities in Each) Completion of Sight System (TSS) turret test and evaluation activities for hardware and infrared improvement efforts. Aircraft stores development, integration, and testing effort including APKWS, the M299A1 launcher, and Air-Launched Intercept Missile on the AH-1Z. Title: Air Vehicle and Avionics Development Articles: FY 211 Accomplishments: Preliminary design and planning for component fatigue testing and Tail Rotor Blade (TRB) Redesign. Planning and analysis for mission computer components obsolescence mitigation and redesign. FY 212 Plans: Continue TRB Redesign. Main Rotor Gear Box (MRGB) "run dry" improvement. Initiate component fatigue testing of hardware components shown to have the highest return on investment for sustainment total ownership cost and cost per flight hour management. Plans: Continue TRB redesign efforts. Continue MRGB "run dry" and component improvement; focus on new sump, coating and filter components. Conduct avionics development & testing on Digital Map/Video Data Link, air vehicle development box, cargo door redesign, Crash Survivable Flight Incident Recorder, design of aircrew restraint system, and Full Motion Video to enhance digitization. Mission computer components obsolescence and regression testing. FY 211 FY 212 8.311 8.215 3.23-3.23 Accomplishments/Planned Programs Subtotals 58.638 67.569 31.15-31.15 C. Other Program Funding Summary ($ in Millions) Line Item FY 211 FY 212 FY 214 FY 215 FY 216 FY 217 To APN/178: UH-1Y/AH-1Z APN1 881.235 734.186 79.591 29.8 82.391 844.514 842.46 827.696 974.562 1,757.65 1,995.89 D. Acquisition Strategy The USMC H-1 Upgrades is an ACAT 1C program which encompasses Engineering and Manufacturing Development of new end-items prior to a production approval decision. The prime contract is a sole source to Bell Helicopter Textron, Inc. Navy Page 5 of 11 R-1 Line #96

Exhibit R-2A, RDT&E Project Justification: PB 213 Navy DATE: February 212 E. Performance Metrics Cuff and Yoke Redesign addresses fatigue life projections pursuant to Life Cycle avoidance. Overall redesign effort strives to achieve a minimum 15 hour fatigue life for cuff and yoke components and restores static strength to restore high-altitude performance to the UH-1Y. MRGB loss of lubrication prototype development and testing is an effort to meet the survivability requirement of 3-minutes of operation following a total loss of lubrication. The redesign, development, testing, qualification, and deployment of the MRGB improvements will allow the UH-1Y and AH-1Z to reduce their vulnerable area and greatly improve upon the current 17-minute limitation. This effort will also increase the survival rate of the aircrew and aircraft through improved resistance to ballistic threats. Navy Page 6 of 11 R-1 Line #96

Exhibit R-3, RDT&E Project Analysis: PB 213 Navy DATE: February 212 Product Development ($ in Millions) Category Item Primary Hardware Development Primary Hardware Development2 Systems Engineering Prior year no longer funded in the FYDP Support ($ in Millions) Category Item Method & Type Performing Activity & Location Prior FY 212 To SS/CPFF BHTI:Amarillo, TX 15.187 37.683 Jan 212 - - -. 52.87 52.87 SS/CPFF BHTI:Amarillo, TX 12.6-18.277 Jan 213-18.277 56.285 87.162 87.162 WR NAWCAD:Pax River, MD 77.674 2.144 Nov 211.828 Nov 212 -.828 28,558. 28,638.646 Various Various:Various 1,14.88 - - - -. 1,14.88 Method & Type Performing Activity & Location Subtotal 1,246.341 39.827 19.15-19.15 28,614.285 29,919.558 Prior FY 212 To Development Support SS/CPFF BHTI:Amarillo, TX 18.427 14.741 Dec 211 - - -. 33.168 33.168 Software Development SS/CPFF BHTI:Amarillo, TX - - 7.518 Dec 212-7.518 36.826 44.344 44.344 Software Development Prior year costs no longer funded in FYDP WR NAWCWD:China Lake, CA 19.65 6.342 Dec 211.742 Dec 212 -.742 23.965 5.114 Various Various:Various 34.459 - - - -. 34.459 Subtotal 71.951 21.83 8.26-8.26 6.791 162.85 Test and Evaluation ($ in Millions) Category Item Developmental Test and Evaluation Operational Test and Evaluation1 Method & Type WR WR Performing Activity & Location NAWCAD:Pax River, MD COMOPTEVFOR:Norfolk, VA Prior FY 212 To 52.55 1. Nov 211.71 Nov 212 -.71 24.2 78.451 27.898 1.75 Nov 211 2.13 Nov 212-2.13 16.8 48.551 Navy Page 7 of 11 R-1 Line #96

Exhibit R-3, RDT&E Project Analysis: PB 213 Navy DATE: February 212 Test and Evaluation ($ in Millions) Category Item Prior Year no longer funded in FYDP Method & Type Performing Activity & Location Prior FY 212 To Various Various:Various 17.312 - - - -. 17.312 Subtotal 97.76 2.75 2.84-2.84 41. 144.314 Management Services ($ in Millions) Category Item Method & Type Performing Activity & Location Prior FY 212 To or Engineering Supt C/FFP Various:Various 8.782.416 Oct 211.329 Oct 212 -.329 1.58 1.585 1.585 Program Management Supt C/CPFF Various:Various 11.515 3. Dec 211.232 Dec 212 -.232.512 15.259 15.259 Travel WR Various:Various 4.635.493 Oct 211.375 Oct 212 -.375 2.576 8.79 Prior year costs no longer funded in FYDP Various Various:Various.77 - - - -..77 Subtotal 25.9 3.99.936 -.936 4.146 34. Prior FY 212 To Project s 1,441.61 67.569 31.15-31.15 28,72.222 3,259.957 Remarks Navy Page 8 of 11 R-1 Line #96

Exhibit R-4, RDT&E Schedule Profile: PB 213 Navy DATE: February 212 Navy Page 9 of 11 R-1 Line #96

Exhibit R-4A, RDT&E Schedule Details: PB 213 Navy DATE: February 212 Schedule Details H-1 Upgrades Start End Events by Sub Project Quarter Year Quarter Year Acquisition Milestones: Milestones: IOC - AH-1Z 2 211 2 211 Systems Development: Software Development: SCS 6. Software Development 1 211 3 212 Systems Development: Software Development: SCS 7. Software Development 2 211 2 214 Systems Development: Software Development: SCS 8. Software Development 1 212 1 215 Systems Development: Software Development: SCS 9. Software Development 1 214 1 217 Systems Development: Software Development: SCS 1. Software Development 1 216 4 217 Systems Development: Cuff and Yoke (C&Y) Redesign Reviews: Preliminary Design Review (PDR) Systems Development: Cuff and Yoke (C&Y) Redesign Reviews: Critical Design Review (CDR) 1 212 1 212 3 212 3 212 Systems Development: System Configuration Set (SCS) Reviews: SCS 7. PDR 2 211 2 211 Systems Development: System Configuration Set (SCS) Reviews: SCS 7. CDR 3 211 3 211 Systems Development: System Configuration Set (SCS) Reviews: SCS 8. PDR 4 213 4 213 Systems Development: System Configuration Set (SCS) Reviews: SCS 8. CDR 2 214 2 214 Test & Evaluation: C&Y Redesign Developmental Test (DT): Cuff and Yoke Redesign DT 4 212 4 214 Test & Evaluation: H-1 Improvements DT: H-1 Improvements DT 1 211 4 217 Test & Evaluation: H-1 Improvements Operational Test (OT): H-1 Improvements Operational Test (OT) 1 211 4 217 Production Milestones: s: Lot 8 4 211 4 211 Production Milestones: s: Lot 9 2 212 2 212 Production Milestones: s: Lot 1 2 213 2 213 Navy Page 1 of 11 R-1 Line #96

Exhibit R-4A, RDT&E Schedule Details: PB 213 Navy DATE: February 212 Start End Events by Sub Project Quarter Year Quarter Year Production Milestones: s: Lot 11 2 214 2 214 Production Milestones: s: Lot 12 2 215 2 215 Production Milestones: s: Lot 13 2 216 2 216 Production Milestones: s: Lot 14 2 217 2 217 Deliveries: Software Deliveries: SCS 6. Software Deliveries 3 212 3 212 Deliveries: Software Deliveries: SCS 7. Software Deliveries 3 214 3 214 Deliveries: Software Deliveries: SCS 8. Software Deliveries 2 215 2 215 Deliveries: Software Deliveries: SCS 9. Software Deliveries 2 217 2 217 Deliveries: Aircraft Deliveries: Lot 5 FRP Y/LRIP Z 1 211 2 211 Deliveries: Aircraft Deliveries: Lot 6 FRP Y/LRIP Z 2 211 4 212 Deliveries: Aircraft Deliveries: Lot 7 FRP Y/LRIP Z 4 211 3 214 Deliveries: Aircraft Deliveries: Lot 8 FRP Y + Z 4 212 4 214 Deliveries: Aircraft Deliveries: Lot 9 FRP Y + Z 1 215 4 215 Deliveries: Aircraft Deliveries: Lot 1 FRP Y + Z 1 216 4 216 Deliveries: Aircraft Deliveries: Lot 11 FRP Y + Z 1 217 4 217 Navy Page 11 of 11 R-1 Line #96