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1 Exhibit P-40, Budget Line Item Justification: PB 2017 Air Force Date: February F: Aircraft Procurement, Air Force / BA 05: Modification of Inservice Aircraft / BSA 5: Other Aircraft ID Code (A=Service Ready, B=Not Service Ready): A Program Elements for Code B Items: N/A Other Related Program Elements: F Line Item MDAP/MAIS Code: 277 Resource Summary Item MDAP/MAIS Code(s): N/A Prior Years FY 2015 FY 2016 Base OCO FY 2018 FY 2019 FY 2020 FY 2021 To Complete Procurement Quantity (Units in Each) Gross/Weapon System Cost ($ in Millions) Less PY Advance Procurement ($ in Millions) Net Procurement (P-1) ($ in Millions) Plus CY Advance Procurement ($ in Millions) Obligation Authority ($ in Millions) (The following Resource Summary rows are for informational purposes only. The corresponding budget requests are documented elsewhere.) Initial Spares ($ in Millions) Flyaway Unit Cost ($ in Millions) Gross/Weapon System Unit Cost ($ in Millions) Description: The Airborne Warning and Control System (AWACS) Block 40/45 modification upgrades legacy E-3 mission systems computers, display processors, and displays to provide critical support to Air Force Battle Management Command and Control (BM/C2) missions. It provides the foundation required for all future AWACS enterprise modifications through a customized implementation of Commercial Off The Shelf (COTS) hardware with a software intensive architecture. The AWACS Block 40/45 Upgrade provides a single target/single track capability with an improved human-machine interface for time-critical targeting designed to increase combat effectiveness and reduce fratricide. The AWACS Block 40/45 Upgrade includes an upgrade to Electronic Support Measures (ESM) sensor data processing; data fusion of both offboard and on-board sensor data through multi-source integration (MSI); a Data Link Infrastructure (DLI) upgrade with prioritized data link bandwidth management; new battle management tools; capability to parse, allow user access to, and integrate updates to Tactical Data Information Link (TADIL)-J message formats and protocols; enhanced mission and console recording capabilities while maintaining legacy chat communications and on-board training; modification of system software to accommodate Diminishing Manufacturing Sources (DMS). Low Rate Initial Production (LRIP) was approved for six (6) aircraft in November 2008 [one (1) buy in FY 2009, two (2) buys in FY 2010, and three (3) buys in FY 2012]. The Block 40/45 Full Rate Production was approved in November 2012 for the remaining twenty five (25) aircraft and technology refresh of the six (6) LRIP aircraft; the corresponding production contract was awarded on 27 December The FY 2015 President's Budget sought to divest seven (7) E-3 aircraft, which would have reduced the fleet size from thirty one (31) to twenty four (24). Congress did not accept the Air Force's proposed FY 2015 AWACS divesture, and in response, the Air Force's FY 2016 President's Budget submission re-phased the E-3 force reduction of seven (7) aircraft to FY The Block 40/45 Upgrade is postured in accordance with the FY 2019 force reduction, and as such, will execute to a programmatic baseline of twenty four (24) aircraft. The divestiture of seven (7) aircraft will therefore reduce the quantity of production aircraft from twenty five (25) to eighteen (18). The development of the training systems, the Mission Crew Training Set (MCTS), Mission Computing Maintenance Trainer (MCMT), and Deployable Ground System (DGS) began in FY 2011 and each type was delivered to the user in FY 2014/2015. In FY 2013, the program office began Depot Activation activities to comply with Sources of Repair Assignment Program (SORAP) that mandates organic hardware and software maintenance. In December 2015 the government awarded a contract to fully implement an organic software maintenance facility known as the Avionics Integration Support Facility (AISF) by FY Hardware depot activation is under consideration, with development of a Product Support Business Case Analysis (BCA) and development of a Performance Based Logistics (PBL) strategy. Funding for this modification had previously been contained in Weapon System Code (WSC) E00300, but as part of OSD's Major Programs Transparency Initiative and starting in FY15, the AWACS Block 40/45 Upgrade (MDAP) was moved to WSC E Prior year funding remains in WSC E Plan: Program continues to complete the block mod upgrade to the 40/45 configuration (E-3G). One (1) aircraft will commence modification [Programmed Depot Maintenance (PDM) Cycle only allows for one induction in ], and five (5) of the jets that began mod in FY 2016 will be delivered to the Wing [installation schedule only shows delivery of four (4) jets in ; the other delivery is captured in the previous funding line, E00300]. This brings the total 40/45 (E-3G) to 17 Aircraft by the end of. Due to end of life issues for a majority of the programmatic COTS equipment, the program office will have to contract for engineering support to procure the last four (4) aircraft 40/45 kits as well as retrofit the six (6) Low Rate Initial Production (LRIP) jets into this DMS configuration. The program plans to Air Force Page 1 of 8 P-1 Line #50 Volume 2-315

2 Exhibit P-40, Budget Line Item Justification: PB 2017 Air Force Date: February F: Aircraft Procurement, Air Force / BA 05: Modification of Inservice Aircraft / BSA 5: Other Aircraft ID Code (A=Service Ready, B=Not Service Ready): A Program Elements for Code B Items: N/A Other Related Program Elements: F Line Item MDAP/MAIS Code: 277 Item MDAP/MAIS Code(s): N/A award a contract inclusive of one last Life of Type (LoT) buy to procure ten (10) B kits, six (6) to be used to retrofit the LRIP jets and the other B kits to modify the remaining Block 30/35 jets. This LoT buy is necessary to prevent creation of multiple configuration aircraft and the associated logistics footprint. Additionally, the LoT buy prevents the need for up to $100M of non-recurring engineering to solve DMS problems associated with COTS. Finally, the program will continue to support the 552ACW at Tinker AFB and begin developing support for the 962nd Airborne Air Control Squadron at Joint Base Elmendorf- Richardson, AK and the 961st Airborne Air Control Squadron at Kadena AFB, Japan warfighter via ICS, while at the same time executing various Depot Activation activities to comply with SORAP The funding request was reduced by $1.01M to account for the availability of prior year execution balances. Air Force Page 2 of 8 P-1 Line #50 Volume 2-316

3 Exhibit P-40, Budget Line Item Justification: PB 2017 Air Force Date: February F: Aircraft Procurement, Air Force / BA 05: Modification of Inservice Aircraft / BSA 5: Other Aircraft ID Code (A=Service Ready, B=Not Service Ready): A Program Elements for Code B Items: N/A Other Related Program Elements: F Line Item MDAP/MAIS Code: 277 Item MDAP/MAIS Code(s): N/A Exhibits Schedule Prior Years FY 2015 FY 2016 Base OCO Exhibit Type Title* Subexhibits ID CD P-3a (Capability Improvement) - / / / / / - - / P-40 Gross/Weapon System Cost - / / / / / - - / Exhibits Schedule FY 2018 FY 2019 FY 2020 FY 2021 To Complete Exhibit Type Title* Subexhibits ID CD P-3a (Capability Improvement) - / / / / - - / - - / P-40 Gross/Weapon System Cost - / / / / - - / - - / *Title represents 1) the Number / Title for Items; 2) the Number / Title [DODIC] for Ammunition; and/or 3) the Number / Title (Modification Type) for Modifications. Note: s in this Exhibit P-40 set may not be exact or sum exactly due to rounding. Justification: Where applicable, justification for individual modifications is provided in the P-3A exhibits. Air Force Page 3 of 8 P-1 Line #50 Volume 2-317

4 Resource Summary Prior Years FY 2015 FY 2016 Base OCO FY 2018 FY 2019 FY 2020 FY 2021 To Complete Procurement Quantity (Units in Each) Gross/Weapon System Cost ($ in Millions) Less PY Advance Procurement ($ in Millions) Net Procurement (P-1) ($ in Millions) Plus CY Advance Procurement ($ in Millions) Obligation Authority ($ in Millions) (The following Resource Summary rows are for informational purposes only. The corresponding budget requests are documented elsewhere.) Initial Spares ($ in Millions) Gross/Weapon System Unit Cost ($ in Millions) Description: The Airborne Warning and Control System (AWACS) Block 40/45 modification upgrades legacy E-3 mission systems computers, display processors, and displays to provide critical support to Air Force Battle Management Command and Control (BM/C2) missions. It provides the foundation required for all future AWACS enterprise modifications through a customized implementation of Commercial Off The Shelf (COTS) hardware with a software intensive architecture. The AWACS Block 40/45 Upgrade provides a single target/single track capability with an improved human-machine interface for time-critical targeting designed to increase combat effectiveness and reduce fratricide. The AWACS Block 40/45 Upgrade includes an upgrade to Electronic Support Measures (ESM) sensor data processing; data fusion of both offboard and on-board sensor data through multi-source integration (MSI); a Data Link Infrastructure (DLI) upgrade with prioritized data link bandwidth management; new battle management tools; capability to parse, allow user access to, and integrate updates to Tactical Data Information Link (TADIL)-J message formats and protocols; enhanced mission and console recording capabilities while maintaining legacy chat communications and on-board training; modification of system software to accommodate Diminishing Manufacturing Sources (DMS). Low Rate Initial Production (LRIP) was approved for six (6) aircraft in November 2008 [one (1) buy in FY 2009, two (2) buys in FY 2010, and three (3) buys in FY 2012]. The Block 40/45 Full Rate Production was approved in November 2012 for the remaining twenty five (25) aircraft and technology refresh of the six (6) LRIP aircraft; the corresponding production contract was awarded on 27 December The FY 2015 President's Budget sought to divest seven (7) E-3 aircraft, which would have reduced the fleet size from thirty one (31) to twenty four (24). Congress did not accept the Air Force's proposed FY 2015 AWACS divesture, and in response, the Air Force's FY 2016 President's Budget submission re-phased the E-3 force reduction of seven (7) aircraft to FY The Block 40/45 Upgrade is postured in accordance with the FY 2019 force reduction, and as such, will execute to a programmatic baseline of twenty four (24) aircraft. The divestiture of seven (7) aircraft will therefore reduce the quantity of production aircraft from twenty five (25) to eighteen (18). The development of the training systems, the Mission Crew Training Set (MCTS), Mission Computing Maintenance Trainer (MCMT), and Deployable Ground System (DGS) began in FY 2011 and each type was delivered to the user in FY 2014/2015. In FY 2013, the program office began Depot Activation activities to comply with Sources of Repair Assignment Program (SORAP) that mandates organic hardware and software maintenance. In December 2015 the government awarded a contract to fully implement an organic software maintenance facility known as the Avionics Integration Support Facility (AISF) by FY Hardware depot activation is under consideration, with development of a Product Support Business Case Analysis (BCA) and development of a Performance Based Logistics (PBL) strategy. Funding for this modification had previously been contained in Weapon System Code (WSC) E00300, but as part of OSD's Major Programs Transparency Initiative and starting in FY15, the AWACS Block 40/45 Upgrade (MDAP) was moved to WSC E Prior year funding remains in WSC E Plan: Program continues to complete the block mod upgrade to the 40/45 configuration (E-3G). One (1) aircraft will commence modification [Programmed Depot Maintenance (PDM) Cycle only allows for one induction in ], and five (5) of the jets that began mod in FY 2016 will be delivered to the Wing [installation schedule only shows delivery of four (4) jets in ; the other delivery is captured in the previous funding line, E00300]. This brings the total 40/45 (E-3G) to 17 Aircraft by the end of. Due to end of life issues for a majority of the programmatic COTS equipment, the program office will have to contract for engineering support to procure the last four (4) aircraft 40/45 kits as well as retrofit the six (6) Low Rate Initial Production (LRIP) jets into this DMS configuration. The program plans to award a contract inclusive of one last Life of Type (LoT) buy to procure ten (10) B kits, six (6) to be used to retrofit the LRIP jets and the other B kits to modify the remaining Block 30/35 jets. This LoT buy is necessary to prevent creation of multiple configuration aircraft and the associated logistics footprint. Additionally, the LoT buy prevents the need for up to $100M of non-recurring engineering to solve DMS problems associated with COTS. Finally, the program will continue to support the the 552ACW at Tinker AFB and begin developing support for the 962nd Airborne Air Control Squadron at Joint Base Elmendorf- Richardson, AK and the 961st Airborne Air Control Squadron at Kadena AFB, Japan warfighter via ICS, while at the same time executing various Depot Activation activities to comply with SORAP Air Force Page 4 of 8 P-1 Line #50 Volume 2-318

5 Milestone/Development Status 11/08 - Completed Aircraft Block 40/45 Development (Milestone C/LRIP), 08/11 - Completed Aircraft Block 40/45 Pre-Production, 11/13 - Completed Development of MCMT, 02/14 - Completed Development of MCTS, 06/14 - Completed Development of DGS/GS, 06/14 - Last (6th) LRIP Jet Delivered, First Production Jet Inducted, 07/14 - IOC Declared by ACC/CC. Air Force Page 5 of 8 P-1 Line #50 Volume 2-319

6 Models of Systems Affected: E-3 Modification Type: Capability Improvement Related RDT&E PEs: F Procurement Financial Plan Modification Item 1 of 1: Block 4045 A Kits Recurring Prior Years FY 2015 FY 2016 Base OCO FY 2018 FY 2019 FY 2020 FY 2021 To Complete Block 4045:INSTALL KITS Group A (Active) - / / / / / - 4 / / - - / - - / - - / - - / - 11 / Subtotal: Recurring - / / / / / - - / / - - / - - / - - / - - / - - / B Kits Recurring Block 4045:EQUIPMENT Group B (Active) - / / (1) - / (2) / / - 10 / / - - / - - / - - / - - / - 10 / Subtotal: Recurring - / / / / / - - / / - - / - - / - - / - - / - - / Subtotal: Block / / / / / - - / / - - / - - / - - / - - / - - / Subtotal: Procurement, All Modification Items - / / / / / - - / / - - / - - / - - / - - / - - / Support (All Modification Items) GROUP B: TOTAL NONRECURRING - / - - / (3) - / / / - - / / - - / - - / - - / - - / - - / Make New Selection - / - - / / / / - - / / / / / - - / - - / Change Orders - / - - / / / / - - / / / / / - - / - - / Data - / - - / / / / - - / / / / - - / - - / - - / SIM/TRAINER - / - - / - - / - 2 / / - 2 / / - - / - - / - - / - - / - 2 / SUPPORT-EQUIP - / - - / / - - / / - - / / - - / - - / - - / - - / - - / ICS-Labor - / - - / / / / - - / / / / - - / - - / - - / OTHER GOVT - / - - / / / / - - / / / / / - - / - - / PMA - Other Gov't Costs - / - - / / / / - - / / / / / - - / - - / PMA - Contractor Services - / - - / / / / - - / / / / / - - / - - / Subtotal: Support - / - - / / / / - 2 / / / / / - - / - 2 / Installation Modification Item 1 of 1: Block / - - / / / / - 1 / / / / / - - / - 11 / Subtotal: Installation - / - - / / / / - 1 / / / / / - - / - 11 / Cost (Procurement + Support + Installation) Air Force Page 6 of 8 P-1 Line #50 Volume 2-320

7 Modification Item 1 of 1: Block 4045 Manufacturer Information Manufacturer Name: Boeing Manufacturer Location: Seattle Administrative Leadtime (in Months): 10 Production Leadtime (in Months): 16 Contract Dates Dates FY 2015 FY 2016 FY 2018 FY 2019 FY 2020 FY 2021 Mar 2014 (4) May 2015 (5) Mar 2016 (6) Delivery Dates Apr 2016 Jun 2017 Apr 2018 Installation Information Method of Implementation: Depot Installation Cost Prior Years FY 2015 FY 2016 Base OCO FY 2018 FY 2019 FY 2020 FY 2021 To Complete Prior Years - / - - / / / / - - / / / / / - - / - - / FY / - - / - 3 / / / - 1 / / / - - / - - / - - / - 5 / FY / - - / - - / - - / - - / - - / - 2 / / - - / - - / - - / - 2 / / - - / - - / - - / - - / - - / - - / - 4 / / - - / - - / - 4 / FY / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - FY / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - FY / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - FY / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - To Complete - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / - - / / / / - 1 / / / / / - - / - 11 / Installation Schedule FY 2015 FY 2016 FY 2018 FY 2019 FY 2020 FY 2021 PYS Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 TC Tot In Out Footnotes: (1) Group B Equipment includes the remaining Commercial Off the Shelf (COTS)hardware not purchased as part of the Life of Type (LOT) buys in FY12 and FY17 (2) Group B Equipment includes Commercial Off the Shelf (COTS)hardware purchased in Life of Type (LOT) buys in FY12 and FY17 (3) Group B Nonrecurring includes active Diminishing Manufacturing Sources (DMS) surveillance and the Engineering Support to the DMS Upgrade required prior to the purchase of the COTS Life of Type buys Air Force Page 7 of 8 P-1 Line #50 Volume 2-321

8 (4) Administrative Lead time for contract awards planned in Dec includes preparations and processes that begin during the previous FY. Contracting action began Mar 14, Contract award Dec 14, and first delivery Apr 16. (5) Administrative Lead time for contract awards planned in Feb includes preparations and processes that begin during the previous FY. Contracting action began May 15, Contract award Feb 16, and first delivery Jun 17. (6) Administrative Lead time for contract awards planned in Dec includes preparations and processes that begin during the previous FY. Contracting action began Mar 16, Contract award Dec 16, and first delivery Apr 18. Air Force Page 8 of 8 P-1 Line #50 Volume 2-322