TAPE 12 of 16, SIDE B

A schedule comparison of the CH-53A with the CH-53E should be instructive. If you compare the two programs, the E obviously took years longer. In fact the first production E was the fifth actual aircraft built. It was delivered some nine years after go-ahead while the fifth A was delivered in less than two years from go-ahead. The four-year delay in getting the E started was about four times as long as the delay introduced in the 53A program by those in OSD who forced the poorly conceived Tri-Service Transport Program on the services. Again, it's not the right way to buy aircraft.

To finish up the HLH, the Army went ahead with its Vertol design, but advertised it as only a technology program, with some calling it a prototype program. In their Congressional testimony, they claimed they had made no cost estimates of either the engineering development or production. This caused them all kinds of trouble in Congress of course and why they took that tack I'll never know. If they had never made any cost estimates as they claimed they should never have been allowed to get started and all the delays could have been avoided. They ran the program for a while, let an engine contract, but eventually cancelled the program after a year or two. I think that probably ends my official involvement with helicopters. I had retired before the Black Hawk and the UTTAS came along. Those were programs that probably should have ended up by replacing the CH-46 as well. A replacement for the 46 could have been a marinized version of the Army's Blackhawk.

Now that we've cleaned up the HLH situation and looking back at our chart of

Navy starts it looks like we've pretty well finished them up with a few exceptions. The EA-6B in 1966 was a fairly straightforward modification of the A-6 to get a countermeasures version and made a four-place airplane from a two-place airplane and a completely new avionics suit of course. It's hardly worth talking about though and I have nothing to add to the story other than it was the most efficient way to achieve the capability.

In '68 we bought the Jet Ranger as a new helicopter trainer. First time in a long time we bought a new helicopter trainer and that was straightforward. Not much of a story there.

In '69 we started the F-14 and S-3. We skipped over the F-111 and the TFX and because that ties in with the F-14. I'll skip that again for the time being, but let's finish off the S-3 which will then complete our chart which takes us up through 1969. We had long needed a replacement for the S-2, and for at least ten years studies had been performed trying to get a configuration and an ASW system that offered enough improvement over the S-2 to be able to justify the development. Most of the studies during that time were done using turbo-prop T-64 engines but there was never enough advantage shown by doing a slightly new air frame and without having enough of an advance in the ASW system itself. Finally in the period from the mid-sixties on system improvements came along. As I recall, the studies were done at Johnsville putting together new systems for both the P-3 and for a carrier-based ASW airplane. Simultaneously, a high bypass ratio fan engine was started, the TF-34, at General Electric. The combination of those two developments allowed us to finally get to the point where we could justify a new ASW carrier-based airplane. The period was one in which major justification studies had to be done. I was not involved to any degree in those, but I believe that a good many of them were done as funded studies. At the time there was an ASW office in OPNAV that coordinated all the ASW activities and all of the NAVAIR system studies had to be coordinated with that office. Probably the major players in the airplane side of the game at least during that period were Grumman, Lockheed and Douglas. They all had funded studies and as I said I really wasn't involved to any great degree.

When the program finally got approved a few months after the F-14s then obviously I did get involved and we started the total acquisition process. Things went a great deal slower than was necessary mostly because of the changes in the acquisition system coming down from OSD. In the past we had been either ignoring or working our way around such directions without really changing our system. In this case we had a new program manager. He was new to the bureau, or rather, new to the System Command as we had been renamed. (I'll probably continue calling it bureau because it's easier to say.) He was a Navy captain, Pete Elliot. He had brought along a civilian who had been a Navy electronics technician with him in the fleet, Don Lewis. Both of them were well qualified in the ASW game and certainly knew what they were doing. The problem the new program manager had however was that not knowing the background of all of the fights in the system acquisition business. He tended to believe the OSD directives rather than ignoring them as I, at least, consciously did. He was afraid that the DDR&E and company then would not approve the whole program unless he followed the "book" in every respect. So the RFP got to be a two inch thick document instead of the normal quarter of an inch thick document. It was a word game, took time and whatnot. We really kept our sanity pretty well.

At the same time we had a new CNM, Adm. Galantin who was a submariner who had virtually no background in the air side of the game, didn't understand our system and he tried to make us do things more like the "book" too rather than "our" way.

When the system was finally set up rather than defining the ASW system completely the door was left open so that the contractors could do their own definition of the total system. There were specs set out for many parts of the system but putting it all together was really not done in this case so we ended up running simultaneously an air frame competition and an ASW system competition.

Probably when we get around to talking source selection and acquisition procedures you'll find out that I really tried to run aircraft competitions by defining everything that we could so that basically we ended up running only an air frame competition. And the reason for that obviously was we knew how to do that and it was a lot tougher to try to do a competition in which you had two major variables.

The program was finally outlined and as set down in the RFP was that we would have a competition. We'd select two contractors initially for a competitive period and eventually settle down to one. I can't remember the details of what we told them about how that was to go but that was the general scheme. We had trouble with Adm. Galantin who wanted us to quantify our selection criteria which we had never done in the past. We had always claimed that all we had to do was buy the best airplane, and justify our selection by telling everyone why we thought so, in engineering terminology.

When we talked to Galantin I tried to convince him that we knew what we were doing, we had a good record but he still made us give some kind of quantification to the criteria so we gave him some lip service by saying that the most important factor was "technical" and with less important -- it's really not less important but we told him it was -- items of "logistics", "management", and "cost". He was finally satisfied and we finally got the RFP out.

As I said, the competition was really in two parts, the air frame and the ASW system. In this case the program manager Pete Elliot and Don Lewis, together with the electronics division pretty much handled the evaluation of the ASW system and came up with their rankings of the systems involved in the various airplanes. I concentrated as usual on the air frame part of the game using our conventional methods with all the divisions being involved.

We were lucky in that Lockheed came up to be first in the air frame part of the competition as well as first in the ASW system part so we didn't have any problem in determining the winner. Well, the business of Lockheed ending up as number one for a carrier-based airplane I think startled some people. It certainly wouldn't have happened if they had not had Vought as a partner. It was a teamed arrangement. Watching the preliminary design studies of Lockheed's over the years for carrier-based designs I believed that they would never win a competition by themselves because of a lack of experience in that field. As soon as they signed up Vought and Vought started doing the airplane part of the game they became much more competitive. Vought of course had a long background in carrier-based airplanes.

The number two airplane surprising to us was General Dynamics but they were definitely a better overall second choice than the others. McDonnell Douglas air frame had really been knocked out on flying qualities counts and Grumman just didn't quite measure up in either the air frame or in the ASW system. Well, the choice to us was clear-cut enough at that time that we tried to get CNM Adm. Galantin to go along with the idea of skipping the second definition phase of defining the airplane but to go ahead and just finish up doing the job with one contractor. But he was unwilling to do that and directed us to go ahead with the way the book was written since that was how DDR&E had approved the program. So we had to go through the second step. I'm quite sure that had to be funded and when you have to fund, when you have to sit down and negotiate and write a contract for just a portion of the whole game, it takes time, costs money and really isn't necessary.

I suppose I should mention the reason for why GD was surprising. They had not really done much in the way of carrier-based design other than the TFX. They were afraid that the stigma of the TFX had so branded them in NAVAIR's mind that they wouldn't get a fair shake in the competition. They were sure we'd throw them out just as soon as we saw the nameplate. But we really didn't play the game that way. After the final decision was made in favor of Lockheed we had a letter from General Dynamics to the Commander of the Air Systems Command really congratulating us on running a fair competition.

As I already indicated, Lockheed won that second phase of the competition. I suppose that was close to what they now talk about as "best and final offer" although it went on longer and was less of a bidding contest. Before we were able to announce Lockheed as a winner however we ran into a complication with our own CNM financial people and our secretary for logistics or whatever he was called, I&L of Financial Management maybe, questioning whether or not Lockheed was in any financial condition to undertake a contract. The Air Force C-5 had Lockheed in trouble. They were getting guaranteed loans from the government. It obviously became then something that the managers on high could question since they were usually not in a position to question anything else. That held us up for quite a while. We had to show the differences between our kind of a contract and the C-5 contract.

Just as an aside on all this for those that don't know the story the C-5 really got in trouble right from the start in that competition run by the Air Force, and reported in a congressional hearing. It appeared that the Boeing design had won the C-5 competition, and that decision got overturned by the Secretary of the Air Force or OSD, I can't remember which one, primarily because Lockheed had a lower price than the Boeing. Unfortunately, however, there was a reason for the difference in price. The Lockheed airplane was a little too small but the decision went to Lockheed and then they were pressured by the higher ups in Defense Department to "not change their cost" while increasing the aircraft size by something like ten percent. They made a lot of other changes but they were held to that original cost quotation. In addition, the whole procurement was done under a contracting scheme called Total Package Procurement, and that didn't help either. In Total Package Procurement the air frame contractor is held responsible for buying the engines and the equipment that's usually GFE where the government would take the responsibility if any of those items went overweight or over cost. Even then Lockheed would have been all right financially if the Air Force had bought all the items that were initially on the contract. As I recall there were three lots, lots A, B, and C. They had actually bought the first two, lots A and B, and they had given Lockheed a letter of intent for the last and big lot. At the time of their financial crisis that contract had not been definitized. Well, the way the contract was set up each lot was priced, but included a correction factor for the actual price of the preceding ones. And if you worked out the mathematics of what the contract called for, the loss on the final contract, if they had bought all the airplanes , would have been minimal and would not have caused a problem for the contractor. But since they never reached that point Lockheed found themselves unable to proceed without getting some loans that had to be guaranteed by the government. Eventually they all got repaid of course and the government made money on the deal.

Well our contract on the S-3 was going to be a fixed price incentive contract for the R&D quantity, I think it was nine airplanes, and then fixed price ceiling options for a total buy of up to 200 aircraft and with variable lot pricing included through all of the lots. It's a tough kind of a contract and one that gives an overwhelming advantage to the government. We got that contract all negotiated and were ready to close it up and then about the same time or maybe even earlier while all that was going on another part of OSD, Assistant Secretary Ignatius, he decided that 200 airplanes weren't enough to be worth buying anyway and so then we had to show him that well, we could buy a lot more if the airplane was a success as we expected it to be. We could buy a Q version and a COD version. We could also buy a training version, early warning version and so on. But that again took another two or three weeks while we made up new viewgraphs and showed him what those airplanes might look like.

Eventually it all got settled and we were about to sign the contract when DDR&E's latest innovation to solve all of our acquisition problems came along, Milestone Contracting. We had thought that we were running slightly ahead of their time requirement that you put that feature into each and every new contract but unfortunately we got caught again. The concept was simply one that in the OSD scheme of affairs you had a lot of individual points during the contract that you were supposed to achieve on schedule. If you did not achieve any of those milestones the whole schedule was slipped correspondingly downstream. This was tough particularly on a contract like we had with ceiling options and the contract already running several years into the future, adding the business if you miss one little milestone and slip the whole thing until you got around to correcting that. It was just an impossible kind of a thing to ask of a contractor. And grossly simplistic. It wouldn't solve any of the real problems we had.

Well, as I said, we thought we had the thing licked and we worked over a weekend getting ready for the final negotiation, signing and getting approvals when we were trapped again. The Sunday paper reported a speech that DDR&E John Foster had given to some industrial association in which he said that every contract from that day forward would have milestone contracting provisions included. So we knew pretty much that we had been had again. But we worked up a presentation to show him why we didn't need it and went to one of the higher level conferences in which I was included. We had everybody, all of the Navy secretaries and most of the OSD secretaries from Packard on down. Mr. Packard was then DepSecDef. Foster was there and the rest of his crew. As I said the Navy secretaries, OP-05, the commander of the Systems Command and then a few of us working characters.

I was giving the presentation which we had structured to try to show the difference between what other people had done, and why we didn't need the milestone contracting. We already had tight engineering control, tight schedule control and could change things when we needed to change them. Mr. Packard interrupted me at about the third chart and said in very stern tones, "We're not here to discuss whether we're going to have it, we're here to discuss how we're going to have it." Well, needless to say I blew my stack. I was really upset. Eventually Adm. Baughman who had replaced Pete Elliot as the program manager took over and did our backup presentation on how the hell we do milestone contracting if they were to put a gun to our heads.

Incidentally I'd lost all respect for Packard and the rest of those people over there. With episodes like this and their complete lack of understanding of the acquisition process in the working world, at least in the aircraft industry, as opposed to their theoretical world. We'd held out high hopes for Packard when he first appeared.

This is another aside. When he was being considered for the DepSecDef job, it had not been announced yet, we were asked to give him a presentation on the F-14 and it was all done with great secrecy. We weren't really sure for whom we were working up a status presentation. We met with Mr. Packard in NAVAIR's board room.. Capt. Mike Ames, the F-14 program manager, gave him a presentation on the F-14. It was a good presentation, showed him where we were, why we were doing what we were doing and so on. When we got through he said, "Well, you guys seem to know what you're doing. I'll leave you alone. Call me if you need me." And we thought, God, this is the first Deputy Secretary of Defense in years that has recognized what he knows and what he doesn't know. But it wasn't long before he stopped leaving us alone to do our jobs.

We ended up in the S-3 by minimizing the number of milestones. For example, we put in on the R&D lot only "integration of a complete ASW system" in a bench run, not saying how well it performed, "first flight" of the airplane. First flights and bench runs of an integrated system can be done with a fair degree of being able to predict when you're going to be able to do it. You could do a first flight just as a liftoff if you had to. I imagine if he had known more he would have made us do more. Lockheed charged us a few million dollars for putting the milestone provisions in the contract and we lost another month or so. And it served absolutely no purpose.

On the whole the S-3 then turned out to be a good program. We had some flying quality problems basically because the airplane in order to meet the long time endurance requirement had to have a lot of span and then it had too little drag in the landing approach condition. That was probably the major flying quality problem then, getting enough drag on the airplane so it would get down on the deck.

Then, ironically, of all those modified airplane versions which we'd been forced to show before we were allowed to proceed, none were approved. OSD forced the Navy to accept inferior solutions to both tanker and COD mods.

Looking back at the time the requirements were started it would have been easier to do a COD version of the airplane for example if we'd had a little more space in the original airplane. When the requirements were established, however, we still had the CVS class carriers with older and less powerful catapult and arresting gear. By the time we actually got the airplane in service of course the CVSs were long gone. Well enough for the S-3 program. I believe Lockheed delivered the 200 aircraft called for in the contract under the fixed price ceilings specified. A successful program in my mind despite OSD.

After all my deferrals, not willing to get started talking on the F-111B and then the transition into the F-14 it's probably time to get onto that. As everyone must recognize that's a big subject and that's one that took a good deal of our time and effort over a ten year time period. The whole story probably needs to be said in some kind of perspective and to do that rather than trying to talk the whole story again I think we should insert in the record here a memo that I wrote in 1980 that came about when Grumman and the Navy were being sued by the descendants of a Navy pilot who was killed in an F-14 crash at Oceana. I was asked to assist the lawyers that were handling the defense side of the case. Basically the suit claimed negligence on the part of the Navy and the contractor. There was some question about whether the Navy could be sued or whatnot. But I had been asked by the Navy people to get involved with these people. I think it was all a gratis kind of an operation. Anyway, the law firm of course didn't have any background at all on the F-14 and to understand some of the things that were going on they asked me to give them a brief history. So this memo that I wrote which I'll identify as Exhibit VF-1 is really an education for a lawyer. It's written in nontechnical terms but it can give everyone a general picture of what went on from the mid-fifties up to the time we finally got the F-14 under contract.

In addition to that story I probably ought to mention that there's all kinds of data already available on individual parts of the program. The McClellan Committee hearings, first and second sets, and their final report is probably one of the better sources. The final report was a good one. It was written by Charlie Cromswell, an ex-Navy aerodynamicist who went to work for the McClellan Committee during the second set of hearings. The first set of hearings were not officially concluded but were just adjourned when President Kennedy was killed. They were put off for a year or two before the committee went back and finished up with the second set and wrote one final report on the whole thing. Officially this was done by the Government Operations Committee, chaired by Sen. McClellan and usually referred to as the McClellan Committee Hearings. In addition to that there have been several books written on the subject of TFX/F-111, but I have found none that come close to presenting the history of the program as I saw it.

The TFX Decision by Robert Ort came along in 1968 and that seemed to say that the whole problem was the services not wanting to go along with civilian control and so on. Just plain malarkey. Some of his facts are right but all the conclusions are wrong as are reasons for the actions of the services. In Mollenhoff's book Despoilers of Democracy he has a couple of chapters on both the X-22 program reversal and the reversal of the TFX decisions. Those are pretty good. He has a few facts in there that I didn't know about until I read the book, well after the incidents that happened. He blames Gilpatric and Korth. It says that Korth was forced to resign. I thought he just resigned. That's probably a matter of opinion. Korth, to me, at least at the beginning, seemed to be an innocent bystander.

One of the fancier books, it was probably written as a Ph.D. thesis was something called Illusions of Choice by Robert Coulam in 1977. He does not identify all the people that he talked to but groups them as government employees or whatnot. Some people thought I had talked to him but I had not. In fact none of the book writers had ever talked to me and I thought probably I had more facts than any other one individual in the whole situation simply because I had been involved longer than anyone else. And I understand that there were theses written for the Armed Forces College and so on and so forth. If a person wanted to do research they undoubtedly could come up with file cases full. The last book I actually read dealing with at least parts of the problem was one written by Cdr. Andy Kerr (Ret.) and published by the Naval Institute in 1987. Kerr was a legal assistant to SecNav Korth and did his job well. Unfortunately he did not have a full understanding of the TFX/F-111 acquisition for the year or two before his involvement.

TAPE 13 of 16, SIDE A

August 15 -18, 1990

I had marked a memo entitled "Brief History and Background of the F-14" as Exhibit VF-1 of this particular project and I talked a little bit about the other data that's available.

I guess now it's time to get started on more of that history. Going back to the various time periods involved the studies after the cancellation of Missileer and leading up to the TFX-F-111 program . Almost all the work was done by Fred Gloeckler and his research division. It was a group that did preliminary designs and cost effectiveness analyses on airplanes. Also involved were naval officers in OP-O5. These were strenuous times for them doing a multitude of various and sundry tradeoff studies and trying to compromise between an Air Force TFX and a Navy TFX.

A word of caution on the business. Most of the preliminary design people whether in government or in industry tend to be somewhat more optimistic than are the other parts of the organization that are building and testing, being concerned with the operational side of aircraft development. I guess this has always been true. And part of the reason that the TFX got into so much trouble was so much of the early USAF work had been based on NASA studies done by John Stack and the high speed aero part of the Langley research organization. Many of the designs when we finally got a look at them in detail, usually years later, were much too optimistic. The cockpits were too small. The radar antennas ,when shown at all, were maybe a foot in diameter instead of two or three feet in diameter. The preliminary design people tend to get results that are a little more optimistic than they should be. You'll see references on occasion to the fact that many of us believe that the so-called "Navy TFX" designs were probably incapable of being built but they were much closer to being realistic than were those of the Air Force or those of OSD.

Well, back to the subject at hand. I think the easiest way to do this is to take a look at a whole series of memos that I first put together for Adm. Moorer when he took over as CNO in the late sixties. We were then involved in the start of the F-14 program. The TFX F-111B was still costing a lot of money and he wanted to know if there wasn't a history of the program. Well as far as Gloeckler and I knew (the meeting where this question was raised also included OP-05 Tom Connolly, and probably COMNAVAIR and was held in Moorer's office) no real history had been written. Adm. Moorer then asked that one be done and since we didn't have time to write one I assembled for him a whole batch of memoranda that had been written since the program was started which when read would give him an idea of what had gone on.

Since the last dictation on this very complex subject I had taken the opportunity to go back and read some of the stuff that has been written by others on the subject and I'm a little confused right now as to how best to approach this problem. I reviewed the final report of the so-called McClellan Committee, actually called the Committee on Government Operations of the Senate by the Permanent Subcommittee on Investigations. The final report wasn't written until 1970 but it is an excellent review of the whole situation. A fair amount of detail is missing but all of the facts seem to be in there and if anyone is really interested in the subject they should go back and get at least the final report. If they ever start reading the hearing reports they will find it so interesting that they will probably get hooked and have to read for a couple of days.

Perhaps I'll stick in a couple of these things that I originally talked about that we included for Adm. Moorer. The first one I think we probably should talk about it is a memo that I wrote in early '65, this is four years now after the beginning of the program, but it's called "Review of Project Initiation," and is identified further as Exhibit VF-2 . The reason for writing it basically was to get on the record what appeared to be, to me, that some of the information used in that early decision was wrong. The decision maker if he actually used any of those facts presented by the committees that reported to him could easily have made a big mistake. Unfortunately, all the stuff was held very closely early on and most of us that finally got involved had never seen most of the early studies.

In this "Review of Project Initiation" I point out that I came across in trying to find out how this all started a Project 34 report. Project 34 as I was told was just one of sixty or seventy projects that McNamara assigned or got started when he took office at the beginning of 1961. I'm not sure that all the other were as bad as Project 34 was but I wouldn't be surprised. Project 34 ended up like many of these things. DDR&E ran it and working groups were established and so on and so forth. The facts in the memo that are really important in the long run were the facts that you can see that the Navy made a sincere effort to try to compromise, to reach the goal that McNamara wanted. The Air Force did no compromise of their position on the things that caused all the trouble. In addition to that the real item that drove McNamara and all through the years was his claim of a billion dollar saving.

This memorandum that I wrote in February of '65 gives some of the data from that Project 34 report which shows that the data used by the Air Force and the Navy on costing out the programs were completely non-comparable. So I concluded from all this that the decision makers had bum information but they probably would have made the wrong decision anyway after seeing the way their thinking went. In later years in making presentations I pointed out that the Air Force used such a high learning curve "slope" that when their bigger and heavier airplane bottomed out at the end of their production run it was down to where it cost only about half as much as the lighter weight Navy airplane. This is obviously ridiculous. If instead of compromising on an airplane that costs somewhere in between the two, as OSD finally did to get their billion dollar saving, if they'd told us to build nothing but the big heavy Air Force airplane they could have claimed a cost saving of $2 billion. This may be hard for everybody to understand but if you look at the curve sheets you can see it very clearly.

Years after the "Project Initiation" memo, I made a set of three charts summarizing the "Air Force", "Navy", and "DOD" estimates of aircraft weight, performance and cost during that year of 1961. These may be easier to read than the ones in the basic memorandum, and I'll include them as Exhibit VF-2 .

The next memo that we ought to talk about is one that I wrote after the conclusion of the source selection process and after the announcement was made in November of '62 that the winner was General Dynamics. The memo says that it was written primarily for the record. Anyway, I wrote it as an internal memo from myself to our assistant chief, then Adm. Fawkes. It was intended to be given to everybody that was going to get involved in the hearings that had been announced by Sen. McClellan so that we'd all be on the same team as far as our recollections of what had been going on for the last year or so. This memorandum is identified as Exhibit VF-3 .

The TFX history is complex and one may not really understand the magnitude of the task that was given to us. In a normal airplane development the Navy normally planned to spend perhaps three months writing specifications for the airplane, for the proposal data that had to be submitted, for the flight test program that would follow after the development and so on. In this case we were told on a joint program by the Secretary of Defense that we had two weeks to prepare the specifications and one month total to get out the RFP. This could only have been done by people that didn't understand the whole process. I think everyone at the working level who was involved was just utterly aghast at the time schedule that we had been given. Also bear in mind that all this was done with the working level divisions within the bureau really not having participated to any degree in this program. So they really were starting from scratch in each division writing their own requirements for their specifications and so on. Also of no help was the fact that the requirements were all going to be put into an Air Force "work statement" instead of our normal specification program.

One of the interesting things that happened to me during the period was two or three days before the 1 October 1961 deadline for the RFP to go out I got a phone call from Adm. Pirie, then OP-O5, and he asked me to go to a meeting in the Pentagon which was scheduled as I recall sometime that late morning. I found out later that the reason I was selected to go was that DDR&E had called for the meeting, but did not want any military people to attend. The Air Force representation came from the secretariat level in the Air Force. The R&D secretary attended the meeting. A lot of DDR&E people were there. Our R&D Secretary Wakelin was out of town and they couldn't find another civilian more qualified, so I got selected to go to the meeting.

When I got to the meeting I found out that we were supposed to approve the work statement. Well I checked, of the people that were there I was the only one that had seen the work statement so I suggested that perhaps we had better postpone the meeting until the others had a chance to look at it. This was done and the meeting reconvened at something like seven o'clock that evening in the Pentagon. Dr. Brown was supposed to chair the meeting and he was twenty to thirty minutes late in getting there. He walked in followed by a half dozen of his staff and so on. His first words were after looking around the room and seeing no military uniforms, "Well, what have they done to us now." He was obviously referring to the military. Those were the first words I had ever heard from Dr. Brown directly and it didn't enhance my opinion of him at that time. My opinion really hasn't changed over the years that he might have been a fine nuclear physicist but he sure didn't know airplanes, nor the aircraft acquisition process.

In rereading this memo (Exhibit VF-3) now it seems clear that I could have written one two or three times as long. We failed to detail all the problems that we had in working with the Air Force. Among other things they had insisted on a page limit for the proposal. As I recall they allowed something like 300 pages for their basic proposal and some 500 pages of backup material. In our system of running design competitions we had never limited the number of pages for a variety of reasons, all of them in my opinion very sound and practical. In this case there were requirements written for the data to be submitted. The data to be submitted took far more than the 300 page limit. There was no way a contractor could comply with the limit and still meet his data requirements. The fact that the whole thing was secret was also a real headache.

As one can undoubtedly gather from the tone of the writing in my memorandum the Navy was greatly disturbed by the quality of the Air Force's evaluation, results, effort, whatnot. There's no doubt that we were truly surprised. After some reflection on what had happened because we knew that the Air Force had plenty of well qualified engineers in all areas, they undoubtedly had probably twice as many as we did and yet they were not able to do a decent job on the TFX evaluation effort. I believe the fault lay with their organization. At one time the Air Force had basically a functional organization. There was an aircraft lab, a powerplant lab and so on in which the engineers in a given discipline worked together in a single group, pretty much the way we in the Navy were organized.

In one of their management reorganizations the Air Force adopted the SPO concept, the System Project Office, which was a true vertical organization. The thing that happens in the real world is that the first SPO that comes along picks off the best weight engineer, the best aero man, the best powerplant man, the best ejection seat man and so on. When the next program comes along they take the second best, etc. By the time the F-111 program got set up it was probably the eighth or ninth of the SPOs with the result that those assigned to that program were really the lesser lights of the Air Force organization. Some of us had known a few of the engineers involved but most of them were young and inexperienced. For a specific example in the weight area where we had depended upon the Air Force to do the first weight analysis we were told later that the only weight man they had on the program was a GS-9 individual who had little or no experience in weight estimating, having been used in other aspects of weight and balance control prior to his assignment to the F-111 SPO. Although he worked hard, he just didn't have the experience to do the job. The weights came to us two weeks late and seemed so questionable we were forced to do a real quick analysis of our own which was rough by our standards. We were quite disappointed.

Another thing I ought to mention when you read this memorandum is it refers to the SSB, the Source Selection Board. In today's nomenclature that is the Source Selection Advisory Council. It was a relatively small board of one member each from the various commands, TAC command, Systems command, Logistics command, and the Navy member was Adm. Ashworth, our R&D admiral and my boss.

At the time I wrote this memo as you can see on page five I had said that the decision to recommend Boeing went through the whole military system, but I later found out that was not correct. When it got to the level of Gen. LeMay who was the commanding general of the Air Force at the time, he recommended that two contractors be continued in the competition and Adm. Anderson went along with his decision. During that first round then they ended up -- the final decision makers going to the secretary recommended both Boeing and General Dynamics. There was no feedback provided to the SSB, Adm. Ashworth, or our working level.

After the first round of the competition was over and we had eliminated four of the proposals, we were really unhappy with the designs. We got direction basically from the Secretary of the Air Force and approved by some higher authority in OSD to go ahead and do a second competition, try to get some satisfactory proposals that would meet the requirements. Well obviously the contractors were told they had "deficiencies" the first time around. By that time the Air Force had run their engine competition and decided that the GE engine was really not going to be ready in time. It was a paper engine, wasn't even under contract. It should never have been included in the list of engines that could be used. However, without it, the task of the contractors to propose designs meeting all the requirements was made even more impossible. Both contractors had deficiencies to be corrected. The Navy told the contractors the way we had checked all the performance items. In the case of the Air Force, however, they really didn't tell the contractors the answers, but just told that they had a "problem" with a cost or with the mission requirements, or whatever. It doesn't help a contractor very much to say you've got a "problem" without telling him what it is.

So when the second round came in things were a good deal worse than they were before. This then was reported up the line of course all through the Washington briefings. Again we recommended that we stop the program, go back to having a Navy airplane and an Air Force airplane with each running our own development. This recommendation obviously was not accepted.

The SecDef and so on told us to go ahead with the third round and this was a very short one. We were told to report back and tell them what the differences had to be between the Air Force and Navy versions in order to get satisfactory airplanes for each. Neither contractor was really given enough time to do the job and the stuff that came back from General Dynamics showed it was similar to a two or three week effort as you might expect. However, Boeing came in with a brand new proposal, a great deal better airplane for the Navy. We would have been real happy to go along with that. Our problem however was the Air Force in their evaluation of the third round proposal ended up by saying that the radius requirement which was supposed to be that 200 miles dash distance was better than it was in the first submission. This seemed to us to be obviously impossible. The Boeing proposal had put on 15% more wing and there was no way that the low-low-high mission was going to get better. The Air Force checked it at 185 miles which was close enough to the 200 that they really didn't make a point with the contractor that this was a deficiency. We knew that eventually the Air Force was going to find out that it wasn't going to go that far and that they would then get us into a mess by immediately making changes in the design such as adding more fuel, that made the Air Force airplane better but made our airplane worse.

The other thing that happened during that third round was that in the cost proposal the Air Force in their evaluation system had used "cost standards" which were not told to the contractors. It was the Air Force estimate for a generic type of TFX airplane basically. The way the point system was set up , the higher or the closer the contractor's cost proposal came to the Air Force estimate, the more points it got in the point rating system. The contractors were both bidding well under the cost standards and again the Air Force told them that they had a problem with the cost estimates, but they didn't say whether they were high or low. If I had been a contractor I would have done exactly what the contractors did. Each time they bid they bid a little lower than they did before which basically increased the problem. These kind of problems all through that year or so that we fooled around with these evaluations almost drove us crazy. It was very difficult dealing with a group of people whose rationale you never understood.

I might also mention at the briefing given the contractors for that third round, Capt. Shepherd, the Navy assistant to the SPO program manager, in his talk about what was going to happen said that the third round was to define the differences between Air Force and Navy models, and his advice was, "Let the chips of commonality fall where they may." In other words, get the airplane for the Navy that was satisfactory and get one for the Air Force that would meet their requirements. If they were different, so be it, but define the differences.

When we finally received the fourth round of proposals the Navy's design from Boeing was the same as that which had been submitted in the third round and was definitely a pretty decent airplane. We under the circumstances were willing to accept it. It was bigger and heavier than we wanted but it looked like that was the only kind of an airplane we were going to be able to get, and we needed something to get out in the fleet to replace F-4s. At the time our plan was that we, the Navy, did not want to make a decision on the total program on who was going to get the contract because we honestly thought the program was going to be a failure and that if the Navy made the contractor selection we would get blamed for the program failure and we didn't want that to happen. We wanted to get the airplane that would do our job but we wanted the Air Force to make the decision. Fortunately, the Air Force officers from the Tactical Air Command who were rating the operational portion of the competition in the Air Force's scheme of things were all in agreement with us, that the Boeing design was much better. We thought we had probably achieved our goals of letting the Air Force take credit for the selection decision. After all, they had responsibility for management of the program.

Unfortunately, I guess in retrospect, we said that we had no significant preference between the two which was not really true. We had a significant preference. Those words came back to haunt us, particularly me, many times over. It was a mistake. "No significant preference" showed up in the evaluation board recommendations to the Air Force and went into the Air Force's final write-up. The Navy voting member on the Source Selection Board or what would now be called the Advisory Council had been very direct, this was Adm. Ashworth. I might also comment at this time that Adm. Ashworth and I guess Whitey Feightner, the fighter project officer at the time, myself, and the other Navy people that were involved all knew what each other was doing.

Adm. Ashworth had been briefed on what our evaluation was. We talked completely openly and he told us he would take no action that we wouldn't agree with and of course he did exactly that. He acted properly and with a great deal of intelligence and so on. We had not known Adm. Ashworth long, he'd only been there a short time replacing Adm. Fawkes. He ended up by being one of our favorite admirals, that is the easiest way to say it.

I guess I can also mention a bit about the last paragraph where we said that the Navy method of letting everybody know what we were doing and discussing it openly seemed to us to make a lot more sense than the way that the Air Force operated as will come out later in some of this history. Might as well describe it now I suppose. The Air Force Evaluation Board reported their results to the Source Selection Board. After their evaluation results were presented they withdrew. They were not aware of what the decision of the Source Selection Board was and yet they continued to do the same briefing all the way up the chain of command first through the "Using" Command, and the System Command, the Logistic Command and so on up to the chief of staff and finally to the secretary. All the time the briefers were not aware what the decision was. They talked in their peculiar code language, giving everybody a letter like contractor X and contractor Y. The actual decisions were in a very brief decision paper from each level from the Source Selection Board through the using commands to the chief of staff, were carried in an "Eyes Only" envelope. The message could be as brief as "The Source Selection Board recommends contractor X." A second and separate message contained the identity code, "Contractor X is ____." I thought then and now that the secrecy restrictions were grossly overdone, and probably contributed to the selection reversal. I'm still not convinced that when the secretaries got their briefing whether they knew or not what the Source Selection Board had recommended. Today the written record all looks like they knew but I'm not sure that they did. When they did the briefing I think the envelope was delivered to Secretary Zukert in the conference room. I was sitting on the sidelines and I didn't see him read it.

The other thing I might mention is that the Air Force held their whole procedure secret, not only what they were doing in it but the actual procedure itself and later on when the McClellan investigation committee got into the act the Air Force made the committee agree that they would not disclose some of the aspects of the way they did their business. Why that should have been secret I have no idea.

Well, as everybody knows now the decisions through that round were all unanimous by the military that Boeing was the winner, that we recommended Boeing be given the contract and the results were presented to the secretarial level during a morning session. In the afternoon they briefed Harold Brown who had been unable to attend the morning one. He didn't make any real comments other than to show his enthusiasm for Air Force's ferry mission requirement.

TAPE 13 of 16, SIDE B

That mission as described in the proposal had the airplane taking off from an east coast base, landing in North Africa somewhere, and apparently after a refueling, the pilot was given his strike coordinates and sent off on a bombing mission. Presumably he'd carried the bomb along with him. Dr. Brown thought it was a great capability. Most of the operational people there were not quite as enthusiastic.

The full evaluation was not briefed to McNamara. As I understand it, McNamara decided that he only had time for a partial briefing and Col. Charlie Gayle, the SPO program manager, and Capt. Shepherd, our Navy assistant, took perhaps fifteen or twenty viewgraphs and gave McNamara a very short briefing. They reported back to us, or Shep did, eventually that there was no real discussion at the time and there was no way for us to know what in the world it was that the actual briefing contained. We know darn well that it didn't contain the recommendations of the Source Selection Board because Col. Gayle, the program manager, wasn't privy to it. He was only at the evaluation board level so he couldn't focus the presentation on what should have been the advantages of the Boeing design over the General Dynamics design. When you're talking to the secretarial level you better sure not let him be faced with facts that the raw point score was very close, perhaps 672 to 670 or you know very well he can make the wrong decision. And that might well have been the thing that caused all of the problems. In any event, the services got overruled and General Dynamics was announced as a winner, I think on the 24th of November. From that point on then the Air Force started on the paperwork leading to a contract. Boeing was unhappy obviously. The trade journals all talked about the overturn of the decision.

Senator Jackson of Boeing's home state requested the Government Operations Committee, chaired by McClellan, to investigate the award to make sure that the government was going to buy the best airplane at the best price , which we obviously believed was not being done. The timing was such that by the time the committee got around to announcing that a full investigation was being initiated, it was the day that the contract was to be signed. The record shows that McClellan called DepSecDef Gilpatric and requested that the contract not be signed. At the same time the senator had written a letter requesting this, and had it hand-carried to the Pentagon. Gilpatric, for what he claimed later were the best interests of the country, told the Air Force to go ahead. So the Air Force went ahead and signed the contract at Wright Field. The contracting officer got questioned by the McClellan Committee investigators later and he knew nothing about the request from the Congress to not sign the contract.

In late December, just before Christmas sometime perhaps the 21st, the contract was signed, and the McClellan Committee announced that they were going to have an investigation. The investigation was really not very well done. The McClellan Committee's most recent investigation I guess had been of the Costa Nostra, a mafia racketeering type of thing. Their staff was equipped to handle that type of subject but none of them were experienced in national defense issues. McClellan obviously was. He was on the appropriations committee as well and of the other senators who were involved, some were well informed and others were not. But the staff initially was in very sad shape to do this kind of an investigation.

Well that Source Selection memo -- my timing on writing it might well have been because of the fact that investigation was coming up and I really thought that everybody on our side of the thing should have the same facts and refresh everybody's memory as to what had happened in the last year and a half. As soon as the investigation was announced the legal counsels and so on and so forth tried to get informed on what was going on. I remember going over to the Navy counsel's office in the Main Navy Building. At that time we were in the W Building which was back of Munitions, one of the temporary buildings put up during World War II. It was a two block walk to get over to the chief counsel's office of the Navy. The chief counsel looked over the Source Selection Board record. I had a little folder, my memorandum and I had copies of the recommendations of the boards and so on through all four of these rounds of evaluation and so on. He said, "Oh, my God, we've really got a mess on our hands." There was no question but that he recognized the problem immediately.

The reaction however of the Secretary of the Navy was anything but that. I remember getting a call from Cdr. Andy Kerr, Korth's legal counsel, and Kerr wanted to know what the defense was for Korth and I said there wasn't any defense. Well, we ended up in a meeting in Korth's office I think the day before he was to be asked questions by the staff investigators. We had the usual group, the Chief of the Bureau, OP-O5 and so on, program manager, Adm. Ashworth was there, probably eight or nine of us.

Secretary Korth told us directly that he really had very little to do with the decision. He admitted that he didn't understand all the factors anyway. The whole program was supposed to be under Air Force management. He said that they had shoved a document at him finally and he had signed it in the place where it said SecNav. Then he asked the group what should he say to the investigators. When no one else answered the question, I made a recommendation to him and the group to tell them exactly what he had just told us, that he had nothing to do with it, that the Air Force had made the decision and go talk to SecAF Zukert rather than talking to him. His words were, "Oh, I couldn't do that. This is all part of the secretariat," or something of that nature. From that point on he was in deep trouble and he got in worse and worse. Andy Kerr, the legal aide did a superb job of acting as defense counsel but in doing so he got crossways with all the rest of the Navy because he essentially came to be on the side of OSD while the rest of us were anywhere but on that side. I think Kerr made a mistake. Korth should have taken our advice and he would have been a lot better off. As people probably know he got accused of conflicts of interest because of his banking connections in Texas and he was actually forced to resign. Whether he deserved that or not I have no way of knowing. Cdr. Kerr later did not get selected for captain and retired from the service.

From that point on we really had a juggling act on our hands. We were trying to get a new airplane started and at the same time the McClellan Committee hearings started on the 26th of February. When McClellan started those he announced in the first hearing what the ground rules would be and so on. They would call witnesses. Witnesses would be under oath. The services were allowed to have two representatives, the wording was "two representatives and not more than three from the Navy." The Air Force and SecDef also were to have "two and not more than three people" that could sit in. Both Boeing and General Dynamics were allowed to have two witnesses sitting in all the time and McClellan announced that he expected the hearings to last five or six days. What actually happened was hearings went on fairly expeditiously at the beginning and then they got spaced out for a way, and went on until sometime in November. Then President Kennedy got shot and the hearings just stopped. They wrote no report, reached no conclusions. The hearing record was out in book form but the committee didn't make their report.

I guess I also should mention that the hearings, FIRST SERIES they ended up calling it, were all classified, closed sessions. The public wasn't allowed in as you could gather from that, only two people from each of the services. In any event they ended up with something like 2700 pages of testimony, really not a well conducted hearing in my opinion. The fact that the hearings were closed and much of the data was classified either confidential or secret created real workload problems for many of us. When the hearings were on there had to be a security review committee that would go over the transcripts as they were issued and delete the classified material. Somehow or another I ended up on that too along with Cdr. John Hill who was then in OP-506. In some cases I would testify in the morning and then sit in the Pentagon that night going over testimony and deleting the classified material. The days got awfully long at the time.

The other thing that was peculiar about the whole thing was if I had been McNamara I would have told everybody to shut up and say as little as possible. But McNamara issued a directive to both the Air Force and Navy and said cooperate to the fullest degree. Well obviously we cooperated to the fullest degree. Every time we cooperated we got SecDef into more trouble which then annoyed him to no end. He had elected at the beginning of the hearing to have the services present their position and then he was going to come in on that fifth or sixth day and clear up all the confusion and expected to wind up with a laurel wreath I guess.

What really happened of course was that the first day they called Mr. John Stack who had been the high speed aerodynamics expert at Langley who had cooperated with the Air Force and worked on the early Air Force program with Gen. Everest and Gen. Momyer that were pushing the low altitude supersonic mission for the Air Force. By that time Stack had resigned from the government and was actually just going to work for Republic which had been one of the competitors in the competition by the way. I thought it strange to start with Stack, but as I learned later, they thought he would take thirty or forty minutes but he took the whole first day. From then on it went like that.

Since the Navy had been told to cooperate we cooperated. There were many nights that we spent with Capt. Ike Kidd, then Adm. Anderson's aide, providing comments, questions, going over data and whatnot at the request of the committee. There was a great deal of work. At the same time we were trying to go ahead with the airplane. They were tough days.

Much of the early maneuvering of the committee concerned a mistake they had found in the way the point scores were tabulated because the Air Force had mentioned that the point scores, the raw scores and the weighted scores and all that jazz had included the AMCS fire control system for the Navy to be part of the Air Force point score system. I'm not really sure why they did that, but they did, and when the final scores were tabulated they forgot to weight the scores for the AMCS. The weighting system had been approved officially by the Source Selection Board. (In reality it was devised by an ad hoc committee of the Air Force.) Anyway, when the AMCS score was weighted it changed the totals from General Dynamics being a few points ahead to Boeing being a few points ahead. The committee apparently expected that to be a real shocker and McNamara would immediately say he made a mistake and picked the wrong contractor. Unfortunately, of course, the point score by itself had little to do with the decision and the Air Force finally testified that they used point scores to aid in the evaluation but not to be a decisive factor. It would have been a lot easier for everyone if they never had used a numerical scoring system. I mentioned the standards before and the cost standard was one that you got the most points by being closest to the Air Force standard which was higher than the bid so the higher the bid the higher, within reason, the point score you got. Sure enough GD which had bid higher -- perhaps $50 million, maybe more, than Boeing -- got a better point score in the cost area because they were more expensive which of course was contrary to the way we did business. There are so many things that just defied the imagination during that whole episode. Rationally I couldn't figure them out anyway.

Well, a month later the McClellan Committee got to the Source Selection Board itself and they testified. The early witnesses like myself and the people that had been on the evaluation board, the program manager, and so on had all been told we could not write statements to present to the committee. So then we had to depend upon the committee to ask the right questions to develop the facts and they seldom did. Most of the committee was opposed to McNamara and company but he had a couple of defenders on the committee, Muskie of Maine was a McNamara supporter as well as Javits of New York, although Javits was seldom there. Muskie was there most of the time.

When I finally was called they were still going through commonality and point counts and whatnot and whatnot. I finally lost my cool or something and said something that the commonality issue was all poppycock, that what you're really interested in was getting the best airplane at the lowest price. It didn't make any sense to award a contract because one guy had 72% commonality and the other one had 56% or 70% or whatever it was. Part count commonality has no real bearing. It obviously is only a means to reduce the cost of a program so you should really be doing your decision making on the basis of cost not on commonality count. But that argument went on for years.

In any event we went through the hearings. They were at the point where Zukert had been on the stand for I think seven or eight days, the longest period of any witness. He seemed proud of the fact -- had a sign on his desk proclaiming his record. They had already heard Korth and Gilpatric, then Kennedy got shot and the whole thing recessed. They didn't restart the hearings for three years, in 1966. They ran the second series then with 678 pages of documentation. Those were open hearings. The censorship stuff on security matters had disappeared. By that time the subject matter was unclassified or largely so, so we didn't have that working level security review committee which reduced our workload a bit.

The final report was written just before Christmas in 1970 seven years after the start of the hearings. Anyone who wants to get a good history of the whole program and what the big decision items were is well advised to read that report. It was entitled, "TFX Contract Investigation, Report of the Committee on Government Operations, U.S. Senate, made by the Permanent Subcommittee on Investigations. Report No. 91-1496. 91st Congress," and dated December 18, 1970. One of the reasons the report is so well done it was written by an engineer instead of the lawyers that had been on the staff when the thing started

I guess that's an interesting story, too. Sometime about when the second set of hearings started I got a call from the committee and wanted to know if I knew Charlie Cromwell. I said, yeah, I knew Cromwell, he had been an aerodynamics engineer with the Navy, a flying qualities man, good engineer, but he had resigned from his job and set up his own business as a tree surgeon. That didn't go well because of the labor situation. He couldn't get people that he could depend upon, Charlie said later. So he applied for a job up on the Hill and got to the McClellan Committee. McClellan Committee looked into his background and hired him. From that time forward the committee investigation made a heck of a lot more sense and the final report, as I've said, is very well done and I recommend it to anybody that's really doing research on this whole program.

I probably ought to get back to the development part of the game. Within perhaps two or three months after the program was under contract, the Air Force, as we had predicted, found out that the airplane didn't go far enough for them so they suddenly announced to the Navy that the airplane had been lengthened, their version had more fuel in it and the structural weight was going up. The increase was marked for them, something like 10,000 pounds as I recall. This sent off great shockwaves with us. I remember Adm. Schoech called a conference and we all met in the board room with lots of people from General Dynamics and from the Air Force. Adm. Schoech pointed out that life couldn't go on that way, that this was a joint program and we could not tolerate those kind of weight increases. It was actually that which we had anticipated would happen and it did. The weight increases went on anyway. The Air Force really couldn't back off. The airplane as it turned out was short legged anyway, they had no choice but to put in more fuel. I guess that must have been in 1963 and the program went along with weight status reports coming into us on a monthly basis. On the Navy airplane, the weight had been going up and it was up by perhaps 1,000 pounds when suddenly we found out that the weight was really up by a great deal more than that. We sent our senior weight engineers, Keith Dentel and Ray Hook, down to Ft. Worth to look into it. It turned out that the contractor, General Dynamics, had really been keeping two sets of books. He reported a weight increase to us of 2,000 pounds all in one fell swoop when it was actually 5,000 pounds. They had not reported 3,000 pounds on the basis that there would be a weight reduction program that would get rid of it. Well, with any kind of a weight increase of that magnitude of course we were in deep trouble.

In February of '64 we reported on a complete reevaluation of the F-111B airplane in Exhibit VF-4 . I won't go and describe all the things that happened at that point. We really wanted to cancel the airplane but politically we couldn't do that. We recommended that General Dynamics stop work and redesign the Navy airplane. An eminently sensible position which was not accepted at higher levels.

The more I think about this the more things I remember that someone might be interested in about the peculiar things that happened during the period that the hearings were going on. I can remember being in Adm. Anderson's office with Whitey Feightner and we had been bringing him up to date on the whole TFX happenings that were going on and the investigation which was then starting. I remember Adm. Anderson saying to both Whitey and myself, "If anything ever happens to you two from a career standpoint let me know, I've got enough data in my file cabinet that will blow the top off this building." Kind of strange. I had never given any consideration to any vindictive personnel actions up to that point in time.

It was a little surprising then that Adm. Anderson himself shortly after he testified that Boeing was a better airplane in the competition ended his naval career by being forced to resign and given a job as ambassador to Portugal. I think for the record he claimed that he had not been fired but I don't think any of us were really convinced of that. And then at the same time Adm. Ashworth suddenly got orders to go to the Med and head the Sixth Fleet. I can remember the counsel of the McClellan Committee telephoned me as well as some of the naval officers and questioned us on the transfer of Ashworth. I was told by the committee that if I ever heard anything that was being done to Ashworth to keep him from progressing in the Navy to let them know. Well, you couldn't really complain at that time. Ashworth didn't complain to me about getting the Sixth Fleet, but he never returned to Washington duty and after that tour he also retired. Now that I think about it, though, it does seem strange that so many officers connected with the F-111B/F-14 programs retired immediately or after a single tour out of Washington, and none were promoted. Anderson, Ashworth, Schoech, Rees, Ames, Shepherd come to mind immediately. Vindictiveness?

I recall another episode affecting me personally. I guess it was probably during the first evaluation period. Our aero people telephoned me and told me that they couldn't find the dimension for the flap chord on the General Dynamics design. Well, I didn't think twice about it. I just picked up the telephone and called the local General Dynamics office, told them we couldn't find the flap chord dimension, could they provide it for us. Within the day they came back and told us what the dimension was. It was the type of thing that we did routinely when we ran a competition. Within a few days though I found out that I was on the pan. General Dynamics had notified the SPO that the Navy had asked for information and had made unauthorized contact with the contractor. Obviously, I had not gone through the SPO, nor had I talked to the contracting officer in Dayton. Apparently all of these were things that I should have done in order to get the dimension of a flap chord so that we could calculate performance. It just didn't make any sense but the Air Force actually sent a letter to the Chief of the Bureau recommending that I be reprimanded, a letter go into my file and so on and so forth. Adm. Hines was our deputy chief at the time and he called me up, asked me what the hell I'd been doing now. I explained the thing and he laughed and dismissed the whole thing. Whether something ever went into the file I have no idea, never looked at my file. Maybe I should.

One other strange deal was I was working at home on a Saturday afternoon, writing up something on the justification for what we were doing and I had a phone call from the staff of the McClellan Committee. They requested that I come down and see the senator that afternoon and so I said well, I'll have to check it out with the Navy. They said okay, let us know or some such thing. So I immediately telephoned the CNO's office. Ike Kidd had the duty that Saturday afternoon. Ike said, "Okay they've requested that you go down there, you do it, and I'll clear it with the Secretary of the Navy's office." It was at the time in the program that the Secretary of Defense had gotten "itchy" and SecNav was also, and there was lots of worry going on about who was doing what to whom. Actions of this sort were unprecedented in my experience, which at that time had been over twenty years in Washington and involvement in over sixty new Navy aircraft.

But, I proceeded to go down with my briefcase full of stuff to see Senator McClellan. I parked and went into the Old Senate Office Building, got up to Senator McClellan's office and the gal on the outside said, "Just a minute, Mr. Spangenberg," and I waited outside. One of the staff guys came out and he said, "Something funny is going on. You are to be told that you cannot see Senator McClellan." And I said, "Oh, is that so? Okay." About that time Senator McClellan said that he wanted to see me so I walked into the office and he was extremely angry. His face was flushed and he said, "Mr. Spangenberg I've been told that you cannot talk to me," and then he went on a diatribe about McNamara and the things that he was doing to the country. Incidentally, in McClellan's office that afternoon he had his whole Democratic staff and Republican staff people on the committee and they were all waiting. I don't know what they were going to ask me, I never did find out but anyway I listened to McClellan. McClellan said he was going to "get" McNamara if it was the last thing he did. He had lost a son or two during World War II and he was a very patriotic guy who didn't like the kind of things that were going on.

Anyway, I left and started home but thought I'd better check in with CNO which I did. It was now late Saturday afternoon. I went down to Ike Kidd's office. Ike waved me in and said, "Thank God you came in." He said, "Sit down and listen." He called the yeoman and dictated a memo and went through the things that had happened. Apparently after my telephone call to Kidd he called Capt. Spence Robbins, our legislative liaison officer, but Robbins had already been called that he should come down to the Pentagon for something. His wife didn't know what was going on. Ike was a little perturbed and apparently called SecNav's office and they were very upset, according to what Ike was dictating to the yeoman. When it all happened Ike said that he was talking on one telephone to the McClellan Committee and the other telephone to SecNav's office. He had told them that he gave me permission to go down and they told him that he couldn't do that and then SecNav's office apparently told the McClellan Committee that I couldn't talk to them. Well, it was all a great mystery to me. I didn't know what was going on. Kidd was angry and it was not apparent how anybody could have done this unless somebody's telephone was tapped, either CNO's, mine or Ike Kidd's or somebody's. To finish the tale -- early the following week, a letter or memo arrived in my IN basket from SecNav advising me that I should not talk to Sen. McClellan or his staff without permission from SecNav's office. I had not been advised that the restriction was "in the mail."

TAPE 14 of 16, SIDE A

August 19 - 22, 1990

Now back to the F-111 development program. In a 5 February 1964 letter to the CNO a recommendation was made that we stop the airplane until we could get a redesign that would meet our requirements. Obviously that wasn't accepted by the secretaries who eventually decided that we should go ahead, keep the weight improvement programs going, and the contractors would be asked via the SPO to send in some studies for a fall back design. The fall back designs then came in near the end of July of that same year 1964 with a minimum of data. General Dynamics showed us four designs which were all in the SWIP (superweight improvement program) category. Grumman had a little more data on a design that they identified as CWIP, the Colossal Weight Improvement Program. It had a completely new fuselage and saved considerably more weight than the GD designs did. As accepted, the decision in that case was to continue with only SWIP, the least costly, hold the contractor to his schedule and to make some management improvements. The latter turned out to be the assignment of an admiral (Bill Sweeney) to Wright Field to become the deputy program manager. It really solved none of the technical problems. Some more of that detail is in that letter of 14 August 1964 which I'll mark and put into the record as Exhibit VF-5 .

Sometime either early or later, I'm not quite sure which, there was a relatively formal fighter study done in OPNAV. I guess it was entitled the "F-111B Requirement Study." I wasn't involved to any great degree other than to provide weight and performance data to the study people in OPNAV. Gloeckler was more involved as you would expect. Adm. Zumwalt, then OP-096, headed up the study. Zumwalt was considered a protege of Secretary Nitze and was probably influenced to be kind to the F-111B. The requirement study I thought was a complete waste of time because its conclusion was that the F-111B was worth buying assuming that it met its requirements. The requirements hadn't changed since the first study which had been done a year or two before, when the F-111B started. We had signed off then that if it met the requirements it was an acceptable airplane to put into the fleet and would do a useful job. By this time, however, we knew that the F-111B was not going to meet the requirements, so telling us that the airplane was satisfactory as long as it did just didn't make any sense.

The airplane continued on its merry way with the secretarial level holding the schedule sacrosanct but with the airplane gradually getting worse and worse , though they did approve some changes in the design as we went along. The new high lift system got designed and approved, an upgraded engine, the P-12 was scheduled to go into the airplane, work on new inlets or changes to the old one and weight reduction programs were continuing. The only problem with all of this was that every time there was an improvement it got incorporated farther and farther down the production line so it looked like we were never going to get a representative airplane where we could prove with hard data, which was a requirement being levied upon us, that the airplane wasn't going to meet its requirements.

Well, obviously the airplane never did and kept going down hill. Maybe as a side issue of this could be of interest on the kind of problems we were running into at the time. Executive management reviews, EMRs, were being held perhaps once a month where the SPO reported to the secretarial level what the status of the airplane was and so on. Included in those briefings were tabulations of weight and performance as calculated by the contractor, the Air Force and the Navy. These always showed up as the contractor being the most optimistic, the Navy being the most pessimistic and the Air Force in the middle. Some kind of a committee, ad hoc committee, got appointed to try to get some kind of an arrangement worked out where the Navy and Air Force would get together beforehand and show only one set of data. To do this we ended up by sending performance estimators to Wright Field to reach agreement on the basic parameters, low speed drag, high speed drag, thrust, etc. Similarly, the weight people had gotten together and agreed on the basic figures which would be used. The next EMR came along and the differences were there just as big as they had ever been. We immediately got in touch with our opposite numbers in the Air Force to find out what had happened. Their reply was that they were directed not to give them their "best estimate" but rather to give them an "estimate of the best" which might be achieved if you're optimistic enough. I guess the issue of the differences between Navy and Air Force estimates on weight and performance never was satisfied.

With the airplane getting worse and worse and yet with apparently no real way to get the thing killed a lot of studies were going on both in and out of the Navy on our options. One of the concepts that came along was that we would accept the fact that we were going to have to have one squadron of F-111Bs on board our carriers, and they would be used for the FAD (Fleet Air Defense) mission only. Then we were to find ways to get a reasonable capability for meeting the so-called OFR (Other Fighter Requirements), fighter escort, close air support, etc.

Out of that acceptance of reality came a concept of an airplane called VFAX. There were attempts made to buy VFAX. It appeared in some of the Navy preliminary budgets but never made its way all the way through. VFAX, as defined then, was an airplane about the size of the F-4, in that same weight class, had a variable sweep wing and the requirements were set out to be that the airplane would truly match the capability of the F-4 as a fighter and the A-7 as an attack plane. The cost effective studies then all showed that one squadron of F-111Bs and three squadron of VFAX was better than buying two squadrons of F-111s and continuing A-7s, or with two squadrons of F-111Bs and two of VFAX. That approach of one squadron of F-111Bs and three of VFAX really was a Navy position then as a way to solve the fighter problem for the better period of a year, a year and a half I suppose.

A few years later a VFAX showed up again in the development plans leading to the F-18. The terminology of VFAX was used again but you should bear in mind that the original VFAX was a very capable airplane and the later VFAX was marginal at best, being somewhat less than the A-7 in its attack capability and really no better than an F-4 as a fighter. In the cost effectiveness studies that were done it was rated below an F-4 because the later VFAX was a single-place airplane, while the original was a two-place airplane.

The 14 August letter which summarizes the things that happened in the July 1964 submission I've labeled as Exhibit VF-5 . Incidentally, all this period, these enclosures, the February and July ones are covered in the second set of hearings of the McClellan committee.

As the years went by with the F-111B showing no improvement and the Air Force version actually showing in its flight test that it too had very serious deficiencies and would not meet Air Force requirements, there was more data appearing in the trade press about the problems that were going on and more word started reaching the congressional committees.In 1967,the Congress during the appropriation and budget process refused to commit any production funds for the F-111B after Adm. Connolly in a hearing finally made a statement, which Jerry Miller relates in a "Foundation" article, to the effect that there's not enough thrust in all of Christendom to make the airplane satisfactory.

Up to that point in time, though, the Navy in the appropriation and budget process had gone along with OSD and continued to support the airplane. Much earlier Tom Connolly had made the statement that made all of us at the working level cringe when he testified after a flight in the airplane that the airplane "flies like a lady." There were lots of comments then about the size of that particular lady. The game that our senior officials had to play seemed to me to be "Either go along with us or else." The "else" being a cut of a major budget item. Most of the OSD decisions were political affecting the F-111, not technical. Obviously this led, after a few years, to all kinds of requests for the "lessons to be learned" from the experience. Adm. Fawkes had asked Gloeckler and myself to prepare something on the lessons learned and I finally wrote a memorandum on 13 March 1967 on the subject which is pretty self-explanatory. I'll include it as Exhibit VF-6 . The only thing I might add is that this "lesson learned" business is a good deal more difficult than one might expect because there were damn few lessons really that I learned other than to be more forthright, and obnoxious. We might have been better off becoming "whistle blowers" and appearing in the public press yelling our case rather than sticking within the system and trying to get the airplane changed. But the guys at the top learn different lessons than those of us at the bottom of the chain. A second memo, Exhibit VF-7 , written slightly earlier, deals with the same subject, but with a request initiated by then SecNav Nitze. Everything he stated as a lesson that he had learned were things that people that had been doing airplane development already knew. One thing that the lessons learned, as I point out in the memo, is that the deadlines that were established and so on and the way that the system worked were always ridiculous. We always ended up with a day or two or even less to respond to secretarial decisions. I guess I never did suggest that they let the working level talk directly to the policy level instead of having several layers in between. That should have been said.

I'll continue my version of history now with the VFAX program which of course evolved into the F-14. Some of the early stuff on this may be of some interest and may not appear elsewhere. In the year or two before the end of the F-111, as has been mentioned, lots of studies were being done both in and out of the Navy some funded, some unfunded , on how best to solve the needs of the fleet for an F-4 replacement. The big effort finally came about when it was apparent that the F-111B was not going to make it and the concept then became one of taking an airplane similar to the VFAX and adding the Phoenix missile system to it. I'm not sure how many other people were inventing that airplane at the same time but I remember being in Fred Gloeckler's office with a group of Grumman people for a VFAX discussion. The more you looked at the total situation the more you became convinced that a better solution would be to get a new fighter that would carry Phoenix and still have enough performance to do the other fighter missions. In essence, VFAX with the addition of the Phoenix system. Fred Gloeckler was the guy that first suggested it I believe. In short order Grumman came up then with some studies with that kind of an airplane. They all looked attractive. Another formal full scale study then ensued. Adm. Zumwalt in this case was the designated leader of the study while Capt. Mike Ames was usually my point of contact. It was a big effort. The cost effectiveness studies that used to be done routinely in Gloeckler's shop with his small group escalated to major efforts extending over a month or more of work with many people involved in the whole game. The "back of the envelope" studies were just as reliable when done by those knowledgeable in the field.

Needless to say, that fighter study then justified the need for the new airplane, with the designation, VFX. We had the usual trouble with OSD on setting the program up. They wanted to approve every sentence in the specification and in the RFP. The RFP, in trying to comply with the rules coming out of OSD at the time, got to be two or three inch thick document rather than the half inch thick document that we were used to. But it was decided that it was better to try to comply with the rules than to fight the system.

Another big difference at the time was that in the usual case we did not fund design competition efforts. We let the contractors gamble really on who was going to get a production contract. You got a production contract by winning the experimental contract. This time OSD forced a funded effort for the four companies which had been active in this design area.

We finally ended up with contracts for development of proposals. We paid the contractors to submit proposals for the VFX, including Grumman, North American, McDonnell Douglas and General Dynamics. The proposals were submitted, we evaluated them, and Grumman was a hands down winner. All of the airplanes were variable sweep wing designs with the exception of North American. I think all of the design studies up to that point had concurred in the fact that one got a better airplane using variable sweep. The Navy did not agree with the performance claims of North American. NASA generally agreed with our position, forestalling any real controversy in the political arena.

When we started this program the normal number of production airplanes to be bought was something like 463 with a normal production rate of eight a month or 96 a year. If we had our way we would have had the contractor bid fixed price on six R&D airplanes and then with production ceiling options for perhaps another 100 airplanes. We tried to get that kind of a contract through OSD but they refused and forced us to include fixed price ceiling options for the entire planned buy. I felt that this was quite unreasonable. The financial risks seemed too great for any manufacturer to assume. The program as initially laid out contemplated we'd start the program with the TF30-P12 engines which were already in the F-111B and fully developed, but we planned to shift over to a new engine then under development under the management of the Air Force, a Pratt Whitney design. It would give us a marked increase in thrust and with better specific fuel consumption. The airplane then would be called the F-14B.

The second step envisioned in the airplane was to install a new avionic suite that would have an all weather attack capability built into it so that you could do the job of the A-6 without a major increase in complexity of the system. It was a good idea, and the technology was believed to be available. That would have been the F-14C. The F-14C dropped out of the picture first and eventually our new engine got cancelled as well so we were stuck for a long time then with the engines that had been developed initially for the Missileer and then used with an afterburner for the F-111 program.

I think its been well publicized elsewhere that the basic design mission of the F-14 included four Sparrows, and that the six Phoenix FAD mission would be considered an overload. We also had the complete A-7 level of attack capability built into the system from the beginning though that feature was dropped later. The reason for its elimination was to reduce costs associated with flight test clearance of Navy conventional stores at all wing sweeps. At the time, the production program had been cut back to levels that made it appear that all the F-14s would be needed for the pure fighter roles.

Back to the VFX competition. The evaluation of the proposals went off very well with Grumman selected as the winner almost hands down. However, to meet the rules that were being handed down by OSD, it was determined that we should carry two people through until we negotiated complete contracts. McDonnell Douglas was selected to provide the competition for Grumman. The people that are really not involved in the process all seem to think that competitive step is necessary, that it keeps the first contractor honest and so on. In my experience it's a step that just complicates the acquisition and increases total cost. The people doing the negotiating know full well whether or not they can negotiate a contract. If they need competition then make the decision on a case-by-case basis to do it but don't make it a requirement and don't do the program that they later got into of "best and final" offer where you try to make the contractor reduce his price usually already too low. It just gets you in more trouble, at least on major procurements.

The thing that eventually gave us most of the contract problems in the F-14 was the variable quantity lot requirement that we had. I probably talked about it back when we talked about the A-7 though we had added this then in order to provide more flexibility. If we wanted to increase the quantity of aircraft we wanted to have contractual coverage and not have the contractor "hold us up" for larger prices than the prices for the airplanes already under contract.

In the F-14 program what really happened was that Grumman in pricing the variable lot quantity apparently made the fatal assumption that their business base would continue to be the same whether they were building 50% of the specified F-14 contract numbers or whether they were building 150% of those numbers. So then their variation of price with production rate was very very flat. A curve sheet that shows the problem will be attached with Exhibit VF-7(ed: called the Variable Lot Pricing Graph ). . That curve sheet shows that the F-14 had about one-third the increase in unit price when you cut the production rate in half and that the S-3 had and one-quarter of the increase specified for the F-15. Unfortunately, these facts were known to us at the time we negotiated the contract. I remember distinctly talking with our contracts people and they agreed that the price variation quoted for the reduced rate and really for the 150% rate too were not reasonable. They informed Grumman that we believed they had a problem with the VARLOT pricing. Grumman, after study, informed us that they didn't agree so the clause remained as bid. It is seldom that a contracting officer will suggest raising a bid price. It just isn't done. So in this case Grumman was told only that there was a problem. In retrospect, we could have avoided lots of problems if we had been more specific. It is not unlike the Air Force telling the contractor that he had a deficiency but not telling whether it was high or low. If I had it to do over, I think I would find a way, hopefully ethical, to let the contractor know the specifics of our concerns. The effect of that VARLOT mistake was huge. The unit price differential between the normal and half production rate was so low that it invited the budgeteers to cut the quantity of airplanes being procured, and actually they did just that as soon as we got to the point where they could take advantage of that contract clause. The discussion went like this: "How much does the price go up if we only buy half as many?" "Well, it only costs another few percentage points." "Oh, well, then let's do it, it won't break the contract." We would have been in far better shape if we had never had at least the low side of that variable lot pricing clause. Some years later Grumman got into trouble with the lot 5 or 6. When they could no longer produce the airplanes for the option price at the half rate, Grumman had another chance to recover. I remember a trip to Grumman with Adm. Tom Connolly, Mike Ames and probably Scotty Lamoreaux in connection with this problem. My recommendation at the meeting was that Grumman could ask for relief under the ASPR by admitting that they had made a mistake and that the Navy was aware that it was a mistake. We could then treat it as a mutual mistake and rewrite that clause. For reasons I still don't understand Grumman elected not to do that. It probably would have created a hassle at the time but it would have saved a lot of effort farther down the road and we might have been allowed to produce more aircraft.

Well, all and all, as everybody knows the F-14 program went very well. To kind of indicate the difference between the F-111 and F-14 programs, I made three trips to Grumman on the F-14 including the visit as a member of the mockup board, while on the F-111 program I had been forced to travel some thirty-five times for conferences scheduled to solve problems. The F-14 went like a Navy airplane should go. We had some problems. We recognized those problems and solved them. Dive brakes had to be redesigned and we had a big hassle on the design of the landing gear. We saved a few hundred pounds with a clever redesign. All kinds of troubles were predicted on that one, but as so often happens, when you recognize a problem, with a good detail design job you can solve it before it appears. Well, without belaboring the point the overall development went well. The airplane flew for the first time on December 21, 1970, a month or two ahead of schedule.

TAPE 14 of 16, SIDE B

The flight date was easy for me to remember because it turned out it was my wedding anniversary. On the day of the first flight Adm. Connolly had called on that morning after I was at work and told me that we were going to fly up to Grumman that day. He had the CNO airplane and Mike Ames, Scotty Lamoreaux and myself joined Adm. Connolly and we flew to Bethpage. None of us other than the Admiral knew the purpose of the trip. We got up there and learned that the first flight was scheduled that afternoon. As usual, there were a few little paperwork problems to clear and the flight was a couple of hours late. Mike, Scotty and I waited together in a car at the edge of the airport. The pilots came back, gave us a thumbs up and said that in their opinion they thought we had a winner. So everybody was pretty happy. About the time then when we started to go back to Washington the weather closed in and we had to stay overnight. Grumman had a hastily arranged dinner party during which a telephone call to my wife was put thorough telling her I wasn't going to quite get back in time for our 35th anniversary.

We had a disaster on the second flight of the airplane a short time thereafter when the airplane crashed on final approach after a complete hydraulic failure. We eventually had to replace all the titanium lines in the hydraulic system with stainless steel due to resonance problems causing fatigue failure. The pilots almost brought the airplane in before losing all their hydraulic fluid causing loss of control, The pilots ejected at very low altitude just before the plane crashed at the edge of the field and were not seriously injured. And of course then the program was delayed for a few months while we solved the problem of the hydraulic lines.

The program progressed, I thought, normally in '71 until trouble arose in the cost area while negotiating the target price of lot 4, undoubtedly due to that VARLOT foul-up. Somehow or another the negotiations escalated up to the DepSecDef level with Mr. Packard and Grumman CEO Evans. From then on, there was obvious OSD bias against the F-14 program. Mr. Packard reached the conclusion that the airplane was too expensive and instituted programs seeking a lower cost alternative. I was not involved in any of those skirmishes, but I hope someone will provide that history. Capt. Mike Ames must know.

The initial look at low cost alternatives of course revealed the fact that there weren't any and undoubtedly DepSecDef was told that. The second phase in low cost alternatives came about I think during a congressional hearing when Senator Symington suggested that we get a carrier version of the Air Force F-15. He claimed that the studies were all available and ready to go. That turned out not to be true. The F-15 program people, Al Jarret from McDonnell came into town. He was one of the technical guys at McDonnell on the F-15 program, but formerly was at Vought, knew the Navy requirements well and was respected in NAVAIR. We spent the day trying to determine the status of their F-15 Navy studies. We soon found out that we couldn't deal directly with McDonnell. The Air Force objected. We had to then work through the Air Force in order to get any data. At the time Gloeckler and his group were doing a fair share of that work but eventually we ended up with no solutions. In the end, the F-15 mod was shown to be considerably more expensive than the F-14 so it didn't make any sense. The only real proposal we had was for a version of the F-15 carrying four Sparrows which really put it into the effectiveness ballpark of the F-4. Probably a little below because it was proposed as a single seat airplane instead of a two seat airplane. We tried to get from McDonnell Douglas a proposal to also carry the Phoenix so we could get a more direct comparison of capability but the Air Force informed us that McDonnell Douglas could not do that type of a job within the time, money and resources available so we never did get a Phoenix carrying proposal on the F-15. It seemed like the Navy conducted a thousand cost studies, and every time we did a study, we found out it was cheaper to just buy more F-14s than try to buy half as many and then supplement it with something else.

About that time Clements replaced Packard and I guess at the DepSecDef level the situation really went from bad to worse. Clements was not a person who really understood the aircraft business nor how we did business nor anything else. I wasn't the only one that thought that. After one of the acrimonious episodes between the Navy and OSD on the subject of F-14 alternatives Clements invited me to lunch, just the two of us sat there and talked for an hour or so. He started off by introducing himself and saying that he didn't know a damn thing about aircraft but he sure as hell knew a lot about oil rigs, while I assured him that I didn't know anything about oil rigs but that I did know something about aircraft and aircraft acquisition. The meeting was very amicable and I explained what I thought were the facts of life to him but apparently it made absolutely no impression. From my vantage point, he continued causing problems with every step and I didn't know whether he didn't understand what I said or whether he was just incapable of absorbing it. Strangely, I later talked to Ed Heinemann and he had a similar experience where he had gotten crossways with Clements on something, went through the same kind of an exercise, thought he'd convinced him and at the end of the game Ed walked out happy but the next time they met on the same subject Clements was right back to his original viewpoint. He was either incapable of being convinced by facts or he just didn't understand the whole situation.

While we continued trying to find alternatives, continued trying to do the program, the whole OSD conglomerate were doing things that caused all of our programs to be studied in detail, overdone in studies and so on and so forth. Among the various things that I can remember now is that the high-low mix program started, and the prototyping (with a capital P) came to the fore. Within the Navy, Adm. Zumwalt and Tom Davies, then the R&D admiral in CNM, were pushing the idea of the SCS, a sea control ship. Also going on were studies of the cost of large and small carriers by NAVSHIPS probably related in part to the SCS but also related to some VSTOL work that was going on. Some of these things we'll have to talk about in a little more detail.

Might as well talk about the high-low mix concept first. OSD, after they found out that there was no single low cost alternative to the F-14, came up with the idea of a high-low mix. The OSD opined that we didn't need one-for-one replacement of F-14s for the F-4, but that half of the F-14s could be replaced by some lesser capability (and cheaper) aircraft.

The whole high-low mix thing had been started with a study by one of the think tanks. For OSD, Al Simons, who headed up the TACAIR part of DDR&E, seemed to be the chief sponsor. He invited us all over to hear a presentation by the think tank after they had finished their study. The study was entitled, "Designing to the Budget Realities." What the think tank had done was to take the long-range plans of the services, add them together, and to their apparent surprise found out that those total expenditures down the pike were well over current OSD budgets. So they concluded something had to be done about it. Well, of course this had always been true. At any time, past or future, when one added up long-range plans the totals would exceed any current budget. The budgets would get closer to fiscal reality in the next step when you got to the short-range plans. Something like the FYDP, the five-year plan then in effect in the Pentagon, and then you really got into fiscal reality when you did each year's budget. But in any event the study ended up by saying that perhaps a way to solve the whole problem was to buy some high capability aircraft to meet high capability threats and then to buy a bunch of low capability aircraft to meet the low capability threats. To them it made sense. To all of us the idea appeared extremely naive, particularly for carrier aviation. Against our high threats it was going to take everything we had and then some. The other side may not be willing to send their JV squad against us so that the fracas can be rated a toss up.

The thing that was most disturbing I think to all of us was that all of these kind of ideas came along with no real study of effectiveness to see whether they would work. On the other hand, every time we made a move or offered a new program we had to define it in the greatest of detail from a cost effectiveness standpoint. They, OSD, the bad guys in my book, never did. After I retired I got around to writing a couple of papers on the high-low concept which were published in two different magazines. I'll talk about them later when I get around to discussing the acquisition process, but my generalized study convinced me that the cost of a 50-50 mix was substantially higher than buying an equal number of the better aircraft.

The other thing that was being pushed to a great degree was prototyping. For some reason there are people who believe that prototyping will solve all of our problems. We had given up prototyping before World War II because it cost too much, took too long, and really wasn't necessary with the state of the art at that time. But some of these people, that had really not been involved before, seemed to say that prototyping would solve not only all known technical problems but also all known fiscal problems. Again, while we all considered it ridiculous, it cost us an enormous amount of time. That lesson of history is almost universally ignored.

Well the high-low thinking of course impacted on us with OSD starting to say we didn't need the Phoenix capability. The Marines complicated the problem by jumping in and out of the program -- one year they were in, next year they were out. When they were in, the replacement of their F-4s when added to the Navy's replacement required something like 729 airplanes. When the Marines dropped out the numbers dropped considerably.

In early '73 Clements appointed an ad hoc committee headed by Dr. Flax who was well-known and usually well respected man in the aero field. He had headed the Cornell Aero Labs, had a good reputation and most people liked him. Clements asked the group to look into the modernization program of naval aircraft. The Flax committee report, as well as all other studies, said that we needed something better than the F-4 but the Flax group also wanted something less expensive than an F-14. We would have been happy too to get F-14 capability with less cost but we didn't know how to do it, then or now.

Sometime in the spring of '73 I made the decision to retire, not because I really wanted to but I had already been working a year or two too long if I wanted to optimize my retirement annuity. The retirement system provided that if you continued to work you gained two percentage points each year on the percentage of your salary that you would receive as the annuity. If one retired, however, you received a cost of living increase each six months plus one percentage point to take care of the fact that COLAs, so-called, were always six months late. It didn't pay to continue working. My friend Fred Gloeckler had retired a year earlier. Also Gil Weiss, my old buddy that had come down and been my assistant ever since I had been in the bureau had retired even earlier. It didn't make financial sense not to leave, particularly when I had no desire to move into the industry side of the acquisition game.

Well, despite the fact that I was retiring I continued to work on the project at hand -- I guess the problem at hand was really DepSec Def Clements. He finally sent us a memo on the 7th of June, a copy of which I'll mark Exhibit VF-8 . It's a memo for the Secretary of the Navy concerning the fighter modernization program which directs us to look at a prototype program that he had studied. Actually it wasn't quite as bad in the 7 June version as it had been slightly earlier. By this time he had narrowed down the things that we were to study to versions of both the F-14 and the F-15 and some kind of a modified F-4J and we were supposed to show him -- let's see what he said we were supposed to do -- "The Navy will develop for my approval management, development, test, production and funding plans for these aircraft which will include" , and so on. We were to get this back to him by the 13th of June so he had given us one week to do the study. Fortunately of course we had been doing so many of these exercises that we were able to put it together quickly. Those of us at the working level of course didn't have anything like a week because our answer had to be put together, go to the CNO, CNO to the Secretary of the Navy, Secretary of the Navy to Secretary Clements. Well, the whole thing was so stupid that I guess I blew my stack again.

Then on the 11th of June after we had complied with the request as well as we could, I found that I couldn't get anybody to take any official action on the total problem. I ended up writing a memo from me to Secretary of the Navy protesting the whole scheme. A copy is attached as Exhibit VF-9 . I sent the memo direct to SecNav, hand-carried it to his office, but sent copies to CNO, CNM, OP-05, COMNAVAIR, his deputy and to my immediate boss AIR-05. I was still trying to work somewhat within the system. Well, most of the people that were involved in between either said nothing to me immediately or telephoned and said, "Great idea. Let's see what happens." All except Ike Kidd, then CNM, who was not pleased and directed me to go get my memo back. I wasn't about to do that so I said no thanks and told him I'd prefer to let the memo stand. He apparently then called Adm. McClellan, COMNAVAIR and directed him to retrieve my memo. Someone did, because CNM's copy was returned to me. Unfortunately, SecNav Warner was out of town so he didn't become aware of the situation until later.

There was another part of the exercise which had increased my frustration. Mr. Clements had requested funding estimates for his prototype scheme including development, testing and production. NAVAIR prepared the data and forwarded them either to or via CNO. We were then told that the total package was not desired, but only the prototype plan figures were to be forwarded. That made no sense to us, but NAVAIR complied. From our viewpoint, a rational decision on the OSD plan could only be made by totaling the three individual prototype plans plus the production costs of the selected prototyped model plus the production costs of the reduced numbers of F-14s, and comparing that to the normal F-14 costs.

The problems all were headed for a climax in a hearing scheduled for 19 June before the TACAIR subcommittee of the Senate Armed Services Committee. In preparation for the hearing, the staff of the committee requested a meeting with Navy representatives. Adm. McClellan headed a small group, including me, in response. OSD had sent two individuals, apparently to monitor the conference. In response to the staff's request for cost information on the proposed DepSecDef F-14 Alternatives/ Prototype Plan, they were given the official correspondence which contained only the prototyping costs. After the OSD monitors departed, the staff asked Adm. McClellan whether he had any data on the total cost picture. Adm. McClellan said he had been directed not to have the numbers so he didn't have any. The staff guys apparently anticipating the answer then asked the rest of us and when they got to me I had the numbers. So we provided the numbers on what our estimates were for doing the Clements-directed program of prototyping, two years later make the decision, put into production and so on. Then we compared it with just buying more F-14s, which, of course, was the cheaper way to go, as well as being much more capable.

On the basis presumably of the fact that the committee didn't think that the actual numbers would be given to them, nor would the working level recommendations ever reach them they requested that I be an official witness as opposed to just being a backup at the hearing. They knew that backups could be told not to show up while witnesses had to appear unless they were excused by the committee.

On the morning of the meeting I got a phone call from CNO's office, Adm. Mickey Weisner was then OP-09 and was acting CNO. He asked me to join Adm. McClellan and to come over to SecNav's office. We of course complied. At SecNav's office we went over the whole issue with Secretary Warner. He had read my memo before Adm. McClellan and I arrived. He agreed that the thing didn't make any sense so he said to us, "You stay here. I'm going to go see Mr. Clements," which he did. We sat and waited. Eventually about twenty minutes before hearing time he telephoned us and said proceed to the Old Senate Office Building and I will meet you there. So Adms. Weisner, McClellan and I got into a car and off we went. On the way to the building Mr. Warner and Mr. Clements caught up to us and signalled that they wanted to say something so riding side by side on the SW freeway, Warner told Weisner not to go inside but to remain outside and not let me go inside. So we did as directed and met Secretary Warner outside and Warner said that Clements had decided I should not appear. Clements would explain to the committee why and that they could call me as a witness later. So I went back to the office. They went ahead and held their 19 June 1973 hearing. In that hearing Mr. Clements had no statement to give, but told the committee that he'd work from prepared notes. The prepared notes and his non-existent statement appeared in the hearing record later. He said that after he had studied the fighter modernization program he reached the conclusion that the Navy didn't need Phoenix capability in all of its airplanes and that there were no lower cost alternatives that the Navy had found so he was embarking on a prototype program to determine what was the best non-Phoenix carrying airplane to go with the Phoenix carrying F-14. He still wanted the Navy to prototype a stripped F-14 and to get an F-15 carrier suitable airplane from McDonnell to prototype and he'd drop the idea of prototyping a F-4 upgrade (which of course had never made any sense to us). He defended his program in the usual manner of "preliminary data, more later, etc." The testimony from Warner and Adm. Weisner was less adversarial about the prototype program than I hoped. Well they didn't really argue against the program but concentrated on supporting the budget request of 50 F-14s. As usual Clements had pretty well cut their feet out from under them by saying that everybody was in agreement and that the Navy was supporting the program. I knew personally that they did not but somehow or another in these things it's very difficult to get crossways with the Secretary of Defense. It shouldn't be, but it is.

I went ahead and retired officially on 23 June, the day after my 61^st birthday. Three days later I appeared at a hearing before that same committee where I gave them my ideas and my version of history and what we should and what we should not do. This was the '73 version. The hearing was not well attended. Senator Goldwater and Senator Cannon I believe were there at the beginning. Goldwater stayed around for a while but most of the questioning ended up by being done by Charlie Cromwell with all the senators missing. This was usually the case. If the secretaries and admirals weren't there the Senators didn't appear. Strangely, though, the hearing report reads as though all the senators were present and there was a lively colloquy. My statement to the committee is attached as Exhibit VF-10 . It is a good summary of the prototype program and contains whole cost data. Well the outcome of that exercise was that the Congress refused to fund the Clements prototype program so I guess I considered that we won a small victory but we sure hadn't won the ball game.

From that point on -- bear in mind now I'm out of the Navy and the idea of using less than a one-to-one replacement of our F-4s was still in being. The total number of airplanes being talked about then was in the low 300s.

After I retired I was approached to see if I wouldn't continue in a rehired annuitant role. In that role I could work part-time, primarily to provide consulting services to my old office and I would be paid the difference, on a daily basis, between what my daily rate of the full salary had been and what my annuity would turn out to be. The going rate was, I believe, $105 a day then for a consultant but because of my rehired annuitant status, the actual pay was about $45 per day. A few years later it was about $5 or $10 a day because the COLAs kept increasing the annuity and so the annuity kept getting closer and closer to the salary at which I had retired.

A brief recap then as to where we were at the time of my retirement. Grumman had produced or had agreed to produce through lot 5 on the contract something on the order of 122 airplanes. They were being produced at the minimum contractual rate of 48/year. They had refused to build lots 6 and 7 under the terms of the contract because they would have gone bankrupt. They later negotiated a new contract price. That 122 airplanes was through fiscal year '73. The overall program had been cut back as OSD directed. We had to go to one squadron per carrier instead of the two that had always been planned. At that time the Marines were back in the program after dropping out earlier. The studies all said that if we were to complete the VF modernization, that is replace all the F-4s, if we were to do that without any production gaps we needed 174 more F-14s in fiscal years through '77. So we would have had then a total in the program of about 400 F-14s.

The new engine that we were supposed to get in airplane number 68 had been, or was in the process of being, cancelled and the later GE-101 engine hadn't come along far enough yet that it was being actively considered.

From an acquisition policy standpoint, forcing Grumman to fixed price ceilings for 463 airplanes, normal quantity, that we had done in the original contract was obviously a mistake. It had been forced upon us by OSD however. As I believe I had said before, we should have held the fixed price ceiling requirement to only about 100 aircraft. That would have been more or less equivalent to the 200 that we had on the A-7 program and the 100 that we had on the CH-53 program. When you try to go too far the system falls apart. The contractor should not have to risk his entire company.

That's the story of the low cost alternatives to the F-14. It will be apparent to anyone with even a moderate background of airplane design that the program pushed by OSD had absolutely no hope of success.

TAPE 15 of 16, SIDE A

At this point we probably should take a step backward and examine the lightweight fighter program for the Air Force which eventually really impacted on the way the F-14 program went from 1973 on. The "Prototyping with a capital P" program, as it was dubbed by Adm. Suerstedt, started in the early seventies. OSD had again endorsed the thought that prototyping would solve all problems. Industry in general tended to support it at least in the trade press. I suppose people that supported it were the have-nots, those companies that had no programs going.

Anyway, in the early seventies OSD went to all the services and asked them to submit possible projects for inclusion in the new Prototype program. Many people thought in a wishful thinking kind of a way that the dollars involved in the Prototype program were going to be extra dollars and wouldn't come out of our normal budgets. Adm. Suerstedt ended up being our representative on the Prototype program and after lots of discussion the Navy eventually ended up with their number one priority program that we would like to see funded was the S-3 COD Program. We hadn't been able to get it funded in the normal budget process so some thought that this ploy might work.

In addition, a bunch of smaller programs mainly in the electronics field were included. Some ASW work, sonobuoys and some AEW work too I believe. The Air Force submitted their list of things and about half way down the list of perhaps ten projects was a lightweight fighter. The lightweight fighter scheme of course had been promulgated by the "gum on the windshield" fighter types in and out of the Pentagon for a long time. Those people of course were part of the background noise that confused everything that was going on in the real world. It seemed obvious and even more obvious I guess in retrospect, that what the Prototype program may have been designed to do was to get a lightweight fighter started. So the one that really got funded in this big program was the lightweight fighter for the Air Force. It was set up to be a very simplistic kind of an airplane. Minimum fighter requirements and minimum control by the Air Force. The airplane would have no radar in it, armed with gun and Sidewinder, short radius, maximize the dog fight capability. In the source selection the primary requirement or criteria for the selection was to minimize life cycle cost. To that end, the rules of the competition strongly emphasized use of an engine already in service. In actuality, it pretty well boiled down to that if you were going to win the competition you had better have the F-100 engine that was already in the F-15 program in your airplane.

It was apparent to me that the Air Force was kind of in a bind because they had looked at lightweight fighters when they set up the requirements for their F-15 and had rejected them. Their choice of F-15 requirements seemed to be to get the most capable fighter possible which would not conflict with the F-14. Those of us in the Navy thought that the airplane in reality probably didn't offer much over the F-4 program at least as far as air to air capability. They obviously could not get a new program of their own if it was going to be in the ballpark with the F-14 so they picked the best one they could.

When the lightweight fighter then came along they obviously didn't want that to be an F-15 competitor as it turned out to be for us. The Air Force actually stated that the light fighter program was solely a technology program with no production contemplated. It was only to investigate concepts, new technology and so on. Well, they ended up by getting proposals from General Dynamics, Vought -- then called LTV -- Boeing, Northrop and Lockheed, all with the F-100 engine. Northrop also submitted a twin engine design using GE J-101 engines.

The Air Force, after the proposals were in, invited the Navy to come out and take a look so perhaps four or five of us went out, I among them. Whitey Feightner was there I remember, probably Lamoreaux, not very many. In the very brief look we were given at the proposals it seemed fairly obvious that Kelly Johnson at Lockheed had just ignored all the rules and tried to build the best airplane he could that would be, let's say a replacement for the F-104. It did have a reasonable capability with enough fuel to have a decent ra