IG-02-002

AUDIT 

REPORT RESTRUCTURING OF THE INTERNATIONAL

SPACE STATION CONTRACT 

November 8, 2001

 

 National Aeronautics and 

Space Administration

OFFICE OF INSPECTOR GENERAL
Additional Copies 

To obtain additional copies of this report, contact the Assistant Inspector General for 

Audits at (202) 358-1232, or visit www.hq.nasa.gov/office/oig/hq/issuedaudits.html

Suggestions for Future Audits 

To suggest ideas for or to request future audits, contact the Assistant Inspector General 

for Audits. Ideas and requests can also be mailed to: 

Assistant Inspector General for Audits 

Code W 

NASA Headquarters 

Washington, DC 20546-0001 

NASA Hotline 

To report fraud, waste, abuse, or mismanagement, contact the NASA OIG Hotline at (800) 

424-9183, (800) 535-8134 (TDD), or at www.hq.nasa.gov/office/oig/hq/hotline.html#form or 

write to the NASA Inspector General, P.O. Box 23089, L’Enfant Plaza Station, Washington, 

DC 20026. The identity of each writer and caller can be kept confidential, upon request, to 

the extent permitted by law.

Reader Survey 

Please complete the reader survey at the end of this report or at 

www.hq.nasa.gov/office/oig/hq/audits.html. 

Acronyms 

DCAA Defense Contract Audit Agency 

FAR Federal Acquisition Regulation 

FY Fiscal Year 

GAO General Accounting Office 

ISS International Space Station 

RFEA Request for Equitable Adjustment 
W November 8, 2001 

TO: A/Administrator

FROM: W/Inspector General 

SUBJECT: INFORMATION: Audit of Restructuring of the International Space 

Station Contract 

 Report Number IG-02-002 

The NASA Office of Inspector General has completed an audit of the Restructuring of 

the International Space Station (ISS) Contract. We found that NASA did not sufficiently 

justify the restructuring of the ISS contract. Specifically, Johnson Space Center 

(Johnson) settled The Boeing Company’s (Boeing’s) requests for equitable adjustments1

(RFEA’s) and other potential claims without performing a sufficient analysis to show that 

Boeing’s proposed costs were fair and reasonable. Also, Johnson did not adequately 

support the justification it prepared for waiving the Federal Acquisition Regulation 

(FAR) requirement for the contractor to submit certified cost or pricing data.2 As a 

result, NASA has little assurance that Boeing did not overstate the value of RFEA’s and 

potential claims totaling $404 million. In addition, the NASA Office of Procurement did 

not exercise adequate oversight of the restructuring, even though this was one of the most 

significant noncompetitive awards in fiscal year (FY) 2000. As a result, the Office of 

Procurement did not know that Johnson had not performed cost or price analyses of the 

RFEA's. 

Also, Johnson inappropriately modified the fee structure of the ISS contract by 

eliminating the Agency's option to recoup provisional fees paid to Boeing if the 

contractor's technical and cost performance is ultimately unsatisfactory. As a result, 

NASA could pay Boeing as much as $69.4 million in fees3

 even if the Agency's final 

evaluation of the contractor's on-orbit performance is unsatisfactory. 

 

1

A request for equitable adjustment occurs when the Government’s conduct results in a change to the 

contract as alleged by the contractor, causing an increase or decrease in the contractor's cost of, or the time 

required for, performance of any part of the work under the contract. 

2

FAR 15.401 defines cost or pricing data as all facts that, as of the date of price agreement, prudent buyers 

and sellers would reasonably expect to affect price negotiations significantly. Cost or pricing data are 

factual, not judgmental, and are verifiable. 

3

The fee pool was $69.4 million as of October 19, 2001, but the pool will increase as NASA definitizes 

work on the contract. 
2 

Background 

In December 1999, Johnson and Boeing restructured the ISS contract. The purpose of 

this restructuring was to definitize a global settlement on 38 RFEA issues and other 

potential claims valued at more than $404 million, change the contract type, and address 

other contract actions. Johnson claimed these changes would facilitate and provide an 

incentive for efficient, high quality performance for the remaining work under the 

contract. 

This restructuring also created two new award fee pools and a base fee pool relative to 

on-ground contract changes definitized or authorized after October 1, 1999. The fee 

pools relate to technical performance, cost performance, and base fee. Unlike the onground award fee pool for the original contract, the new pools are not subject to 

repayment provisions.4

Recommendations 

We recommended that Johnson perform an adequate price analysis and properly support 

justifications for waivers on future modifications of the ISS contract and that the Office 

of Procurement perform adequate oversight of major procurement actions for the ISS 

contract. These actions would ensure that NASA has a sound basis for negotiating as 

much as $330 million of future claims by Boeing and that NASA follows procurement 

regulations for major procurement actions. We also recommended that Johnson ensure 

that the fee pools for the ISS contract are measurable and consistent with Agency criteria 

or obtain a waiver for not doing so. This action would ensure that Johnson does not 

violate procurement regulations by paying Boeing as much as $69.4 million in fees for 

cost performance that cannot be measured and for unsatisfactory technical performance 

on orbit. 

Management’s Response 

Although we provided Johnson with a working copy of the draft report in May, Johnson 

decided not to discuss it with us. Also, Johnson did not respond to our offer to discuss 

the draft report after we issued it in August. Johnson last met with us to discuss our 

findings in March. Nonetheless, we believe we have fairly presented Johnson's positions 

in this report and have modified the report where appropriate. 

Johnson did not concur with the recommendations. Johnson stated it followed applicable 

regulations and policies during the restructuring activity. Johnson also stated that the 

 

4

 The original contract fee provisions included a negative performance incentive in the on-orbit 

performance evaluation whereby a poor on-orbit performance could cause a repayment of any on-ground 

award fee provisionally earned by Boeing. 
3 

revisions to the fee structure did not give up existing rights with regard to on-orbit 

performance. The only thing the restructuring did was limit the maximum possible fee 

loss, due to on-orbit performance, to $202 million. 

In contrast to Johnson, the Office of Procurement concurred with the recommendation. 

While acknowledging that more rigorous adherence to the established Master Buy Plan 

procedures would have been appropriate in managing changes to the ISS program, the 

Office of Procurement maintained that sufficient insight into those changes was afforded 

by the ongoing communications between the Center ISS procurement personnel and 

procurement analysts responsible for the ISS Program within the Office of Procurement. 

Therefore, the Office of Procurement was confident that Johnson performed sufficient 

analyses, albeit not traditional cost or price analyses, of the RFEA's and related fee 

adjustment to assure an equitable settlement between Boeing and NASA. 

OIG Evaluation of Management’s Response 

Johnson’s comments are not responsive to either the findings or the recommendations. 

While the restructuring may have facilitated the Program’s ability to focus on the 

challenging work ahead, Johnson could not provide analytical support for its statement 

that the global settlement avoided significant costs associated with individual proposal 

settlements. Consequently, there is no assurance NASA received a fair and reasonable 

price for the RFEA’s or saved costs on the global settlement. 

Johnson wanted a fee structure that would positively motivate future cost performance 

and offer an opportunity for the contractor to earn a fair return for high quality, costefficient performance for future work on this challenging contract. Unfortunately, the 

new fee structure eliminated all negative incentive after the restructuring by not requiring 

provisional fees to be repaid to NASA for hardware failures on orbit. Such an 

arrangement does not protect the Government's interests. Also, Johnson claims that the 

new structure allows for Boeing to potentially lose more fee for poor performance. 

However, that outcome is improbable because unlike the incentive fee evaluations, which 

were objective and directly affected by overruns, the award fee evaluations are 

subjective. 

Because Johnson has not changed its position since we discussed the findings with 

management in March, we believe that requesting additional comments will not be 

productive. Therefore, we will forward the recommendations to the NASA Audit 

Followup Official for final resolution. 

[original signed by] 

Roberta L. Gross 

Enclosure 

Final Report on Audit of Restructuring of the International Space Station Contract 
RESTRUCTURING OF THE INTERNATIONAL 

SPACE STATION CONTRACT 
W November 8, 2001 

TO: H/Associate Administrator for Procurement 

 M/Associate Administrator for Space Flight 

AA/Acting Director, Lyndon B. Johnson Space Center 

FROM: W/Assistant Inspector General for Audits 

SUBJECT: Final Report on Audit of Restructuring of the International Space 

 Station Contract 

 Assignment Number A-00-055-00 

 Report Number IG-02-002 

The subject final report is provided for your use and comment. Please refer to the 

Executive Summary for the overall audit results. Our evaluation of your response has 

been incorporated into the body of the report. In response to management’s comments, 

we revised draft recommendation 2, deleted draft recommendation 3, and renumbered 

draft recommendation 4 as recommendation 3. In addition to revising the 

recommendations, we modified appropriate sections of the report as necessary to be 

consistent with the recommendations. We request management comments by January 7, 

2002, on the revised recommendation. Please notify us when actions have been 

completed on the recommendation, including the extent of testing performed to ensure 

corrective actions are effective. The final report distribution is in Appendix I. 

With respect to management’s nonconcurrence with recommendations 1 and 3, we are 

forwarding the recommendations to the NASA Audit Followup Official for final 

resolution. Recommendations 1 and 3 are unresolved and will remain open for reporting 

purposes until final resolution. 

If you have questions concerning the report, please contact Mr. Dennis E. Coldren, 

Program Director, Space Flight Audits, at (281) 483-4773, or Mrs. Loretta Garza, 

Auditor-in-Charge, at (281) 483-0483. 

[original signed by] 

Alan J. Lamoreaux 

Enclosure 
2 

cc: 

AI/Associate Deputy Administrator 

AB/Associate Deputy Administrator for Institutions 

B/Acting Chief Financial Officer 

B/Comptroller 

BF/Director, Financial Management Division 

G/General Counsel 

JM/Director, Management Assessment Division 
Contents 

Executive Summary, i 

Introduction, 1 

Findings and Recommendations, 2

 Finding A. Adequacy of Support for Global Settlement, 2 

 Finding B. Oversight by NASA Office of Procurement, 8 

 Finding C. Modification of ISS Contract Fee Structure, 11 

Appendix A – Objectives, Scope, and Methodology, 16 

Appendix B – International Space Station Contract, 18 

Appendix C – Fee Structure of the International Space Station 

Contract, 20 

Appendix D – Monetary Benefits, 22 

Appendix E – Procurement Requirements, 24 

Appendix F – Prior Audits and Other Reviews, 29 

Appendix G – Management’s Response, 31

Appendix H – OIG Comments on Management’s Response, 41

Appendix I – Report Distribution, 45
NASA Office of Inspector General 

IG-02-002 November 8, 2001 

 A-00-055-00 

Restructuring of the International 

Space Station Contract 

Executive Summary 

Background. In January 1995, Johnson signed a $5.638 billion contract with Boeing for 

the ISS.5 The original contract was a cost-plus-award fee/incentive fee/fixed fee contract 

that included design, development, manufacture, integration, test, verification, and 

delivery to NASA of the U.S. On-Orbit Segment,6 including ground support equipment 

and support for ground and orbital operations. (Appendix B contains overall contract 

details.) 

During 1999, Boeing estimated the ISS contract overrun at $986 million.7 Because of the 

large overrun, Boeing could not feasibly earn more than the minimum 2 percent incentive 

fee for the remainder of the contract (December 31, 2003). (Appendix C contains details 

on the fee structure of the contract.) However, Johnson wanted to keep the contractor 

motivated to produce quality work for the ISS Program. Also, the contract statement of 

work required revisions to reflect a shift in Program focus from development to 

operations. In addition, there were other changes,8 ongoing negotiations, and likely target 

cost increases. Therefore, in December 1999, Johnson and Boeing restructured the ISS 

contract to reflect that the parties reached a global settlement of Boeing's RFEA’s, settled 

the remaining overrun amount, reorganized the statement of work, and changed the 

contract type to cost-plus-award fee/fixed fee. 

Objectives. The overall objective was to evaluate NASA’s December 1999 restructuring 

of the ISS contract. Specifically, we determined whether the global settlement of the 

contractor’s RFEA’s was appropriately justified and executed and whether the fee 

structure was appropriate. Appendix A contains a detailed description of our objectives, 

scope, and methodology. 

 

5

NAS15-10000 is the contract number for the ISS prime contract with Boeing. The contract’s value was 

$9.1 billion at the time of the restructuring modification, which was signed on December 21, 1999. As of 

October 19, 2001, the contract value was more than $9.7 billion. 6

The U.S. On-Orbit Segment of the ISS includes U.S. elements that have been deployed and that will be 

deployed. 

7

As of March 2001, Boeing was still reporting an overrun of $986 million. 8

The other changes included, for example, modified facilities requirements, failure of Node 1 struts to meet 

pressure test requirements, and retention of critical skills for sustaining engineering. 
ii

Results of Audit. NASA did not sufficiently justify the restructuring of the ISS contract. 

Specifically, regarding the global settlement of the RFEA’s, Johnson did not perform a 

sufficient analysis to show that Boeing’s proposed costs were fair and reasonable and did 

not adequately support the justification Johnson prepared for waiving the FAR 

requirement for the contractor to submit certified cost or pricing data9

 (Finding A). 

Furthermore, the Office of Procurement did not exercise adequate oversight of the 

restructuring, even though this was one of the most significant noncompetitive awards in 

FY 2000 (Finding B). As a result, NASA has little assurance that the contractor did not 

overstate the value of potential claims totaling $404 million. 

Also, Johnson inappropriately modified the fee structure of the ISS contract by 

eliminating the Agency's option to recoup provisional fees paid to Boeing if the 

contractor's technical and cost performance is ultimately unsatisfactory. As a result, 

NASA could pay Boeing as much as $69.4 million in fees10 even if the Agency's final 

evaluation of the contractor's on-orbit performance is unsatisfactory (Finding C). 

Other Matters of Interest. During our review of the contract fee structure, we found 

errors in the on-orbit award fee calculations for Milestone Flight 2R. 11 The ISS 

Contracting Officer acknowledged that ISS Program Office personnel performed the 

calculations incorrectly and took appropriate action to correct the error by issuing a 

contract modification. These errors could have resulted in an under-refund by Boeing of 

about $1.4 million to NASA. The correction of the errors will preclude a future 

overpayment of about $1.4 million to Boeing (see Appendix D). 

Recommendations. Johnson should perform an adequate price analysis, properly 

support justifications for waivers on future modifications of the ISS contract, and ensure 

that the fee pools for the ISS contract are measurable and consistent with Agency criteria. 

The Office of Procurement should perform adequate oversight of major procurement 

actions for the ISS contract. 

Management’s Response. Johnson nonconcurred with the recommendations to perform 

a price or cost analysis with proper justifications on future ISS contract modifications and 

to ensure that fee pools are measurable and consistent with Agency criteria. The Office 

of Procurement concurred with the draft recommendation to establish procedures to 

ensure adequate oversight but stated that its insight and Johnson's analysis were 

sufficient. Management also provided general comments on our findings. The complete 

text of management’s response is in Appendix G. 

 

9

FAR 15.401 defines cost or pricing data as all facts that, as of the date of price agreement, prudent buyers 

and sellers would reasonably expect to affect price negotiations significantly. Cost or pricing data are 

factual, not judgmental, and are verifiable. 

10The fee pool was $69.4 million as of October 19, 2001, but the pool will increase as NASA definitizes 

work on the contract. 

11ISS Milestone Flight 2R, October 31, 2000, was the flight that carried the first long-term habitation crew 

to the ISS. The launch vehicle was a Russian Soyuz rocket. 
iii

Evaluation of Management's Response 

We consider Johnson’s comments not responsive and maintain our position on the related 

recommendations. Because we believe that requesting additional management comments 

will not be productive,12 we will forward the recommendations to the NASA Audit 

Followup Official for final resolution. Based on the Office of Procurement's comments, 

we revised the recommendation regarding adequate oversight to focus on performing 

adequate oversight rather than on establishing additional procedures. Therefore, we 

request full management comments on the revised recommendation. Our additional 

comments in response to management’s position on the findings are in Appendix H. 

 

12Although we provided Johnson with a working copy of the draft report in May 2001, Johnson decided 

not to discuss it with us. Also, Johnson did not respond to our offer to discuss the draft report after we 

issued it in August 2001. Johnson last met with us to discuss our findings in March 2001. 
Introduction 

As an integral part of the overall contract restructuring, Johnson settled all known 

contractor RFEA issues as of October 1, 1999, except for specific exclusions identified in 

contract clause H.67, “Requests for Equitable Adjustments.”13 As the basis for this 

settlement, Johnson cited the avoidance of significant proposal costs and the cost of 

technical and business resources that would have been incurred by Boeing and NASA if 

each RFEA was submitted and settled separately. As a result, the Agency made no 

attempt to establish a negotiation position for or reach cost and fee agreement on 

individual issues. The FAR and NASA FAR Supplement require certified cost or pricing 

data from the contractor unless, in exceptional circumstances, the Center Director signs a 

waiver. Johnson issued a waiver for the submission of that data.14

Another integral part of the overall contract restructuring was a new fee arrangement. In 

March 1999, Boeing announced that the estimated variance at completion was 

$986 million. This variance meant that Boeing could earn only the minimum incentive 

fee of 2 percent.15 Additionally, because of the cost incentive fee arrangement and the 

$986 million estimated cost overrun, the earnings potential of any new work16 would 

have been penalized by past poor performance. Therefore, NASA concluded that there 

was no longer either a positive or negative incentive to control costs on existing work and 

that it was important to improve Boeing’s cost performance. The prior award fee 

provisions did not emphasize cost management because the incentive fee provisions 

focused exclusively on cost. Therefore, NASA converted the previous incentive fee 

provisions to a fixed fee at the 2-percent minimum and established award fee pools for 

cost and technical management on new work added to the contract. NASA’s objective 

was to improve cost management by enabling Boeing to earn a reasonable return on the 

new work and not be further penalized by previous poor cost performance. Another 

significant contract change in the restructuring involved eliminating NASA’s ability to 

recoup award fee based on on-orbit performance. The restructured contract now enables 

Boeing to earn up to 11 percent technical and cost award fees on new work added to the 

contract. 

 

13The contract clause identified the excluded potential RFEA’s as: Starboard Truss Segment 6 

Refurbishment; multiple element integrated test impact; Solid State Devices, Inc. claim; software support 

to international partners; and fault detection, isolation, and recovery/reconfiguration worksheets for ISS 

milestone flights 5A and 6A. The potential RFEA’s had a value of about $68 million. 14The Johnson Center Director signed the waiver for the submission of current cost and pricing data in 

accordance with FAR 15.403-1(c)(iii)(4), which requires the head of a contracting activity to sign such 

waivers. NASA FAR Supplement 1802.101 identified the Center Director as the head of the contracting 

activity at field installations. 

15The contract had a cost incentive fee range from 2 percent to 15 percent. The $986 million variance 

effectively precluded Boeing from earning more than the minimum 2 percent. 

16New work is defined as on-ground contract changes definitized or authorized after October 1, 1999. 
2 

Findings and Recommendations 

Finding A. Adequacy of Support for Global Settlement 

Johnson settled 38 RFEA’s and Boeing’s other potential claims valued at more than 

$404 million17 without performing a sufficient analysis to show that Boeing’s proposed 

costs were fair and reasonable. Johnson also waived a FAR requirement for the 

contractor to submit certified cost or pricing data without adequate support for the waiver 

and did not request that Boeing submit information other than current cost or pricing data 

needed to negotiate the global settlement. These conditions occurred for two reasons. 

First, Johnson believed that the global settlement was in NASA's best interest because it 

avoided significant costs and resources needed to negotiate and settle the claims 

separately. Second, the NASA Headquarters Office of Procurement had not performed 

sufficient oversight on the global settlement to ensure that Johnson performed a cost or 

price analysis18 (see Finding B). As a result, NASA has little assurance that the 

contractor did not overstate the value of its 38 RFEA’s and other potential claims. In 

addition, NASA’s settlement of all the claims does not give the contractor an incentive to 

control costs not yet incurred as of the time of the restructuring. 

Procurement Requirements 

The Truth in Negotiations Act. The Truth in Negotiations Act (the Act) was enacted in 

1962 because the Congress perceived that the Government’s negotiation position is 

weakened by the failure of contractors to disclose current, accurate, and complete cost 

and pricing data, particularly in noncompetitive procurements. The Act was intended to 

correct the perceived imbalance in negotiating positions. The Act was also designed to 

prevent contractors from reaping excessive profits on contracts with the Government by 

providing Government negotiators with accurate and current information on contract 

proposals. Provisions of the FAR implement the Act and require contractors to submit a 

certified statement of current, accurate, and complete cost data on contract proposals 

valued at more than $500,000, without the benefit of competition.19 The goal of the Act 

is the promotion of fair dealing in negotiating contracts in circumstances in which the 

Government must rely primarily upon the contractor for cost and pricing data. 

 

17The 38 RFEA’s were valued at $328 million, and the other claims were valued at $76 million for a total 

global settlement of $404 million. NASA was not able to determine how much of the $404 million was 

cost already incurred by Boeing and how much was cost yet to be incurred. 18FAR 15.404-1(b)(1) defines a price analysis as the process of examining and evaluating a proposed price 

without evaluating its separate cost elements and proposed profit. 

19In exceptional cases, the requirement for contractor submission of certified cost data can be waived if the 

head of the contracting activity can determine the price to be fair and reasonable without the submission of 

cost or pricing data. 
3 

Requirements for a Cost or Price Analysis. FAR 15.4, "Contract Pricing," requires the 

contracting officer to:

• Purchase supplies and services from responsible sources at fair and reasonable 

prices. 

• Perform a cost or price analysis to develop a negotiation position that facilitates 

agreement by the contracting officer and the offeror on a fair and reasonable 

price. 

• Document all audit and field pricing information20 in the contract file. 

FAR 15.403-4(a)(1), “Requiring Cost or Pricing Data,” allows the contracting officer to 

request a waiver if the contracting officer has sufficient information available to 

determine price reasonableness. The head of the contracting activity can waive the 

requirement for submission of cost or pricing data in exceptional cases if the price can be 

determined to be fair and reasonable without the submission. The waiver and supporting 

rationale must be written. 

A waiver of current cost and pricing data does not relieve contracting officers of the 

requirement to perform an analysis of a contractor’s cost proposal. When a waiver is 

obtained, FAR 15.404-1 requires the contracting officer to, at a minimum, perform a 

price analysis. The FAR states that the Government may use various price analysis 

techniques and procedures to ensure a fair and reasonable price. The contracting officer 

may also use a cost analysis to evaluate information other than cost or pricing data to 

determine cost reasonableness. However, FAR 31.201-3(a), “Determining 

Reasonableness,” indicates that the Government should not presume that costs incurred 

by a contractor are reasonable. (Appendix E contains details on the FAR requirements.) 

Support for Waiver of Cost or Pricing Data 

Waiver of Cost or Pricing Data. On December 22, 1999, Johnson submitted its 

determination and findings for the authority to waive submission of certified cost or 

pricing data21 pursuant to the authority of the FAR and NASA FAR Supplement. The 

waiver cites the following reasons as justification for not requiring certified cost or 

pricing data: 

• Johnson has sufficient information available from Boeing’s Performance 

Measurement System Reports22 and Government assessments of Boeing’s 

 

20Audit and field pricing information includes technical, audit, and special reports associated with the cost 

elements of a proposal. 

21The Act requires contractors to submit certified cost data to establish a common basis for negotiations. 

22Performance Measurement System Reports provide management the primary data for determining current 

cost and schedule performance and the forecast of the estimated cost at completion. 
4 

estimate at completion to determine that the total cost adjustment is fair and 

reasonable. 

• Boeing’s Earned Value Management System23 was approved in November 1998. 

• A fee of less than 1 percent of the total cost adjustment was negotiated and can be 

independently determined to be reasonable based on Government estimates of 

valid RFEA issues; therefore, the settlement poses little risk to the Government. 

• The global settlement allows Boeing and the Government to avoid significant 

costs for Boeing to prepare cost proposals and for the use of significant Boeing 

and Government business and technical resources in reviewing, fact-finding, and 

negotiating RFEA’s submitted individually. 

When a contracting officer decides to not require the submission of certified cost or 

pricing data, the contracting officer must obtain a waiver. Furthermore, contracting 

officers should obtain waivers before negotiations of the costs begin, not after the 

contract has been modified and signed. Johnson did not issue the waiver until after 

completing the negotiations24 and signing the modification.25

Information other than Current Cost and Pricing Data. Although the waiver cites 

reasons for not requiring the contractor to submit certified cost or pricing data, the waiver 

does not relieve the contractor from submitting data necessary for the purposes of a 

Government analysis of cost/price reasonableness for negotiating a change. 

FAR 15.403-3(a), “Requiring information other than current cost and pricing data,” states 

that even though a waiver has been obtained, the contractor is required to submit other 

information that the contracting officer would need to evaluate the reasonableness of the 

price. If a price analysis alone cannot permit the negotiation of a fair and reasonable 

price, then the contracting officer should perform a cost analysis. 

Boeing’s Performance Measurement System Report and Earned Value 

Management System. Johnson's support for its waiver does not meet FAR 15.403-1(c) 

criteria for issuing such waivers. Johnson's primary basis for determining that the 

RFEA’s were fair and reasonable was the presumed sufficiency and reliability of 

Boeing's monthly Performance Measurement System Reports and Boeing’s approved 

Earned Value Management System. The ISS Program Office monitors those systems as 

 

23An Earned Value Management System tracks and identifies contract results by work breakdown structure 

and identifies program elements (variances) that have either exceeded or failed to meet contractually 

identified thresholds of performance jointly agreed to by the customer and program management. In our 

Report No. IG-99-04, “Earned Value Management at NASA,” September 30, 1999, we recommended that 

NASA issue earned value management policy as program and project directives and establish procedures 

for reporting comprehensive earned value management information to upper management. 24According to the price negotiation memorandum, negotiations began on September 21, 1999, and 

concluded on October 8, 1999. 

25Boeing and NASA signed the modification on December 21, 1999. The Johnson Center Director signed 

the waiver for submission of cost or pricing data on December 22, 1999. 
5 

part of its general contract administration functions but did not perform specific reviews 

on the proposed RFEA costs. The Defense Contract Management Agency approves the 

Earned Value Management System, which generates a monthly Performance 

Measurement System Report for NASA, based on whether Boeing’s Earned Value 

Management System is consistent with its Government-approved systems descriptions. 

This approval does not ensure that any cost information related to individual RFEA’s is 

sufficient to support negotiations. Although Boeing has a Government-approved Earned 

Value Management System, it does not accumulate cost information on specific RFEA’s. 

Although Johnson’s post-negotiation memorandum showed a fee of less than 1 percent of 

the total cost adjustment,26 the Agency had no assurance that the minimal fee offset a 

potentially higher cost avoidance that could be obtained from negotiations based on an 

adequate cost analysis27 of the $404 million in RFEA costs. Furthermore, Johnson did 

not obtain information in lieu of certified cost or pricing data for purposes of determining 

cost reasonableness. Therefore, Johnson did not have a sufficient basis for assessing 

Boeing's costs for the RFEA’s and only presumed that costs were fair and reasonable. 

Reliance on Boeing’s Estimates. Boeing identified the 38 RFEA’s and submitted 

proposals on 10 of the RFEA’s from late March through early August 1999. The 

10 proposals were valued at more than $168 million, more than 50 percent of the value of 

the 38 RFEA’s. Johnson relied on Boeing’s estimate of costs and did not perform a price 

analysis on the submitted proposals, even though the proposals were received at least 

2 months before the completion of negotiations. Also, Johnson did not ask the Defense 

Contract Audit Agency (DCAA) to determine acceptability of incurred costs and 

estimates of cost to be incurred28 as represented by Boeing for the RFEA’s. Instead, 

Johnson stated it was satisfied with Boeing’s cost estimates because the ISS Business 

Management Office performed quarterly estimate-at-completion reviews. Further, 

Johnson did not attempt to quantify the potential cost of proposal preparations and 

resources that would have been spent on reviewing, fact-finding, and negotiating 

individually submitted RFEA’s. Boeing assured the ISS Program Office that all the 

RFEA’s were included in Boeing’s estimate at completion for the contract. 

Johnson explained that the costs and resources needed to negotiate and settle the claims 

separately would have outweighed the benefit. Johnson further explained that the 

amount was reasonable because Boeing's estimate to complete the contract included the 

$404 million and was less than Johnson's estimate to complete. However, such a high- 

 

26Johnson negotiated a fee of $3.5 million (less than 1 percent) of Boeing’s estimated $404 million in 

RFEA’s. 

27While costs incurred in excess of target cost (overruns) are reimbursable on this cost reimbursable 

contract, poor cost performance is a factor in award fee determinations. Also, Boeing is responsible for 

controlling costs not yet incurred. 

28DCAA provides contract audit services to Government agencies and determines whether costs are 

reasonable, allocable, and allowable. If requested, DCAA can provide advice and recommendations on 

costs represented by Boeing before the award, negotiation, or settlement of the RFEA’s. 
6 

level cost comparison cannot determine whether the costs of underlying elements are fair 

and reasonable, especially when Boeing has historically understated costs on the ISS 

contract (see Appendix F for details on prior reports). 

Anticipated Claims by Boeing 

The global settlement did not settle all pending Boeing claims. Boeing had not yet 

submitted several additional RFEA issues to Johnson. Boeing’s May 2001 Performance 

Measurement System Report estimated the value of RFEA’s since the restructuring 

modification at $200 to $330 million. Boeing added $200 million to the statement of 

work until the RFEA’s are negotiated. Boeing also assessed cost related to various 

RFEA’s that have been incurred but are not yet included in the statement of work. As of 

May 2001, Boeing identified the RFEA’s as follows, but has not provided NASA any 

additional information: 

• multiple element integrated testing related impacts to design, development, test, 

and evaluation; 

• design, development, test, and evaluation impacts related to Revision E29 of ISS 

assembly plans; 

• cumulative effect of changes; and 

• other items associated with contract provision H-67, “Request for Equitable 

Adjustment Exclusions.”30

NASA will need to negotiate a significant value of claims in the future. Therefore, the 

Agency should ensure that it can properly determine whether the costs are reasonable, the 

contractor has an incentive to control costs, and the Agency has an appropriate approach 

to settling future claims. 

Closer Scrutiny of Boeing's Costs Is Warranted 

ISS Program officials have stated that the risk of the Agency’s circumventing the cost or 

price analysis for the restructuring modification is minimal because the ISS contract is 

cost-reimbursable, and the negotiated fee that was applied to the RFEA’s is very low. 

This rationale does not recognize the significant risk of presuming that the contractor has 

not overstated the $404 million in RFEA costs and relies on theoretical safeguards of 

contractor systems certifications in lieu of required cost or price analyses. The reviews 

of Boeing’s Earned Value Management System performed by the Defense Contract 

Management Agency were not in-depth reviews of cost accumulation or estimating 

techniques for specific RFEA’s and did not include a review of the system itself, which 

 

29Revision E was the ISS assembly sequence approved in June 1999. The current assembly sequence is 

Revision F, effective August 2000. 

30Footnote 13 lists the other items. 
7 

can be manipulated by the contractor. Since the inception of the ISS contract, Boeing has 

continually understated its cost overruns, resulting in overpayments by NASA (see 

Appendix F).31 Boeing's trend of poor cost reporting warrants closer rather than less 

NASA scrutiny of Boeing's costs. NASA’s expectation that the estimate at completion 

will be higher than Boeing’s estimate does not mean that Boeing's estimate of the 

RFEA’s is realistic. Because NASA will likely need to negotiate future claims of as 

much as $330 million, the Agency should ensure that contracting officers perform a 

thorough proposal analysis even if the Agency waives submission of certified cost and 

pricing data. 

Recommendation, Management’s Response, and Evaluation of 

Response 

1. The Acting Director, Lyndon B. Johnson Space Center, should, for future 

modifications of the ISS contract, direct the contracting officer to perform an 

adequate price or cost analysis as necessary to obtain fair and reasonable prices 

and to properly support justifications for a waiver to obtain certified cost and 

pricing data, as required by the FAR. 

Management’s Response. Nonconcur. The recommendation simply reaffirms 

applicable regulations and policies that NASA followed during the restructuring activity. 

Because there has not been a nonconformance with applicable requirements, direction to 

follow existing requirements is not necessary. The complete text of management’s 

response is in Appendix G. 

Evaluation of Response. Management’s comments are not responsive to the 

recommendation. We maintain our position that Johnson did not perform the price or 

cost analysis required by the FAR and did not properly support a waiver for the 

requirement to obtain certified cost or pricing data. Because we believe that requesting 

additional management comments would not be productive, we will forward the 

recommendation to the NASA Audit Followup Official for final resolution. Our 

additional comments in response to management’s position on the finding are in 

Appendix H. 

 

31An understated cost overrun can potentially result in increased fee earned by a contractor. An overstated 

RFEA can result in a higher contract value that could mask an overrun. 
8 

Finding B. Oversight by NASA Office of Procurement 

The NASA Office of Procurement did not exercise adequate oversight of the global 

settlement of the ISS contract. The Office of Procurement delegated the Master Buy Plan 

actions to the Johnson Procurement Office. However, the Office of Procurement did not 

ensure that Johnson took the requested actions. This occurred because the Office of 

Procurement (1) had only informal, oral contacts with Johnson that did not identify 

details of the planned procurement approach and (2) did not follow up in writing on the 

requested actions. As a result, the Office of Procurement did not know that Johnson had 

not performed cost or price analyses of the RFEA’s, which were a major part of one of 

the most significant noncompetitive awards in FY 2000.32

Requirements for Master Buy Plan

NASA FAR Supplement 1807.71, “Master Buy Plan,” requires Agency installations to 

provide information on planned acquisitions, including supplemental agreements, to the 

NASA Headquarters Office of Procurement on a Master Buy Plan submission. Master 

Buy Plan submissions and revisions enable management to focus attention on a 

representative selection of high-dollar-value or high-interest acquisitions.33 The Office of 

Procurement can delegate the acquisition to any NASA installation. 

NASA FAR Supplement 1807.7102-3(b), "Selection and Notification Procedures," 

requires that when an acquisition is changed (for example, increase or decrease in dollar 

amount, change in requirement, canceled, superseded, deferred, or is no longer subject to 

the Master Buy Plan procedures), the installation must immediately notify the NASA 

Headquarters Office of Procurement and explain the reasons. The Office of Procurement 

must notify the installation’s procurement office in writing of any further action that may 

be required, such as Headquarters’ approval of the procurement. 

Submission of Master Buy Plan 

In accordance with the NASA FAR Supplement 1807.71, “Master Buy Plan,” Johnson 

submitted an April 1998 request to the Office of Procurement for review and approval. 

This request represented amendments to the ISS contract that would result in a changed 

contract value of more than $50 million. In a July 1998 letter of delegation, the Office of 

Procurement delegated the Master Buy Plan actions for the amendments to the Johnson 

Procurement Office. The letter of delegation stated that the Office of Procurement was 

particularly concerned about the possibility that the impacts of the overruns on the 

contract would not be properly integrated with contract adjustments of costs identified in 

 

32 The global restructuring modification accounted for about 17 percent of the total $3.2 billion of 

procurements during FY 2000 for noncompetitive contracts awarded by NASA before FY 2000. 33The Master Buy Plan applies to acquisitions that (1) are expected to equal or that exceed $50 million or 

(2) are of such a nature that in the judgment of the installation or Headquarters, the acquisition warrants 

Headquarters’ consideration. 
9 

the RFEA’s.34 For this reason, the Office of Procurement directed Johnson to keep the 

Office of Procurement informed of the strategy used to integrate cost overruns with other 

potential changes in contract cost targets because the overruns would also be definitized 

in the modification. The letter of delegation also required Johnson to submit an 

information copy of the pre-negotiation memorandum to the Office of Procurement 

before reopening discussions with Boeing for definitization of an overrun. However, 

neither Johnson nor the Office of Procurement could show us that they had a strategy in 

place to integrate the RFEA costs with previous overrun costs to ensure that they had not 

been definitized twice. Additionally, Johnson did not prepare a pre-negotiation 

memorandum to provide to the Office of Procurement.35

Delegation of Master Buy Plan 

Johnson kept the Office of Procurement orally apprised of the increasing value of the 

contract modification and other changes by the negotiation team, including the decision 

to restructure the contract’s fee structure. The Office of Procurement agreed to allow 

Johnson to continue with the actions associated with the evolving procurement. 

However, the Office of Procurement did not follow up in writing with the Johnson 

Procurement Office, as required by NASA FAR Supplement 1807.7102-3(b), to 

acknowledge the changes associated with this procurement action. The Office of 

Procurement acknowledged that its documentation was limited but believed that its 

frequent conversations with the ISS Program Office regarding the planned procurement 

approach were sufficient. However, the actions were not sufficiently thorough for the 

Office of Procurement to recognize that Johnson had not performed cost or price analyses 

of the RFEA’s. 

Recommendation, Management’s Response, and Evaluation of 

Response 

2. The Associate Administrator for Procurement should instruct the Headquarters 

procurement staff to perform adequate oversight on Master Buy Plan 

delegations for ISS procurement actions, emphasizing the requirement for 

thorough documentation and a price or cost analysis. 

 

34One of the 38 RFEA’s included the remaining $53 million of the $203 million in overrun costs that we 

reported in Report No. IG-00-007, “Performance Management of the International Space Station 

Contract,” February 16, 2000. Johnson planned to definitize the overrun as part of the global settlement. 

Definitize means to settle and sign a contractual action that would include a modification to an existing 

contract. 

35After discussions and definitization of the modification, Johnson submitted a price negotiation 

memorandum to the Office of Procurement. The price negotiation memorandum explained the details of 

the global settlement. 
10 

Management’s Response. Concur. While acknowledging that more rigorous adherence 

to the established Master Buy Plan procedures would have been appropriate in managing 

changes to the ISS program, we maintain that sufficient insight into those changes was 

afforded by the ongoing communications among the Center ISS procurement personnel 

and procurement analysts responsible for the ISS Program within the Office of 

Procurement. Those communications gave us confidence that Johnson was performing 

sufficient analysis, albeit not a traditional cost or price analysis usually associated with 

pre-award contract negotiation, of the cumulative value of the RFEA's and related fee 

adjustment to assure an equitable settlement could be achieved among the parties (see 

Appendix G). 

Evaluation of Response. Management's comments are contradictory regarding 

adequacy of oversight. We maintain that if the Office of Procurement had followed 

Master Buy Plan procedures, it would have known that the ISS Program Office did not 

plan to perform a price or cost analysis and may have directed Johnson to perform the 

analysis or obtain a waiver. However, in response to management's comments, we 

revised the recommendation (the original draft recommendation is recommendation 2 in 

Appendix G) to focus on performing adequate oversight rather than on establishing 

additional procedures. Therefore, we request that management provide comments on the 

revised recommendation. 
11 

Finding C. Modification of ISS Contract Fee Structure 

Johnson inappropriately modified the fee structure of the ISS contract by eliminating the 

Agency's option to recoup provisional fees paid to Boeing if the contractor's technical 

and cost performance is ultimately unsatisfactory. First, Johnson eliminated the incentive 

fee pool that was based on objective performance evaluation criteria and replaced it with 

a cost performance award fee pool that, contrary to Agency policy, does not measure 

actual cost performance. Then, Johnson created a technical performance award fee pool 

and a base fee pool that, contrary to Agency policy, are not subject to penalty for 

unsatisfactory on-orbit hardware performance. Johnson created the new fee pools as part 

of the global settlement to allow Boeing to earn fees that it would not have to repay for 

subsequent unsatisfactory on-orbit hardware performance and to provide an incentive for 

the contractor to control costs. However, Johnson cannot measure the work upon which 

the cost performance award fee should be based because the ISS contract does not require 

Boeing to measure the cost of new work. As a result, Johnson could pay Boeing as much 

as $69.4 million in fee even if Johnson's final evaluation of Boeing’s on-orbit hardware 

performance is unsatisfactory. 

NASA Guidance on Award Fee Contracts 

NASA has issued guidance regarding award fee contracts in the NASA FAR Supplement 

and in the NASA Award Fee Contracting Guide, December 2, 1997 (revised). The 

NASA FAR Supplement states that: 

• Performance-based contracts shall include both positive and negative 

performance incentives, and any exceptions shall be approved in writing by the 

Center Director. This requirement is also in the NASA Award Fee Contracting 

Guide. 

• All award fee evaluations, with the exception of the last evaluation, will be 

interim, and no award fee or base fee will be paid if the final award fee evaluation 

is poor/unsatisfactory. 

• When a base fee is authorized in a cost-plus-award fee contract, it shall be paid 

only if the final award fee evaluation is satisfactory or better. 

• The measurement of the contractor’s performance against the negotiated 

estimated cost of the contract should be the predominant consideration of the cost 

control evaluation. This requirement is also in the NASA Award Fee Contracting 

Guide. 

Analysis of ISS Program Office Modification to the Contract Fee Structure 

Johnson modified the contract fee structure by creating a technical performance award 

fee pool (FY 2000 Forward Technical Performance Award Fee), a base fee pool, and a 
12 

cost performance award fee pool (FY 2000 Forward Cost Performance Award Fee). A 

discussion of how the three award fee pools do not meet Agency policy follows: 

Technical Performance Award Fee Pool and Base Fee Pool 

Original Contract Provision. At contract inception, January 1995, the contract included 

a positive performance incentive in the on-ground performance evaluation. Boeing could 

earn $205 million in award fee (about 5 percent of target cost). The contract also 

included a negative performance incentive in the on-orbit performance evaluations, 

which could cause a downward adjustment to any on-ground award fee provisionally 

earned by Boeing. During the original negotiations, Boeing opposed this riskier form of 

award fee performance evaluation. However, the ISS Program Office, with the support 

of the NASA Office of Procurement, succeeded in negotiating the negative incentive 

aspect into the contract fee structure. 

Contract Restructuring Modification. As part of the December 1999 restructuring, 

Johnson departed from the original contract fee philosophy and accepted Boeing’s 

request to have new work excluded from the repayment provision of the on-orbit 

performance evaluations. Johnson did this by creating a technical performance award fee 

pool of $35.8 million36 and a base fee pool of $8.9 million for new work added to the 

contract after September 1999. For both fee pools, Boeing can earn but not subsequently 

lose on-ground award fee for unsatisfactory performance on-orbit. 

No Negative Incentive. The new technical award fee and base fee pools contain a 

positive performance incentive in that Boeing can earn up to $44.7 million. Any part of 

the $44.7 million that is initially unearned can later be earned through an upward 

adjustment resulting from a successful final on-ground performance evaluation. 

However, none of the $44.7 million that is initially earned is subject to either a 

downward adjustment based on the final on-ground performance evaluation or repayment 

based on the on-orbit performance evaluation, even if those evaluations show that 

performance is unsatisfactory. Therefore, the contract contains no negative performance 

incentive, which is required by the NASA FAR Supplement and the Award Fee 

Contracting Guide for award-fee contracts with primary deliverables of hardware and 

with a total estimated cost and fee greater than $25 million. 37

 

36The evaluation factors for technical performance are program management (30 percent); technical 

performance, including schedule, quality, and safety (55 percent); and small disadvantaged business 

performance (15 percent). 

37NASA FAR Supplement 1816.402-270, “NASA Technical Performance Incentives,” requires that 

performance-based contracts with primary deliverables of hardware costing more than $25 million include 

both positive and negative performance incentives. This requirement is also in NASA’s Award Fee 

Contracting Guide, December 2, 1997 (revised). NASA FAR Supplement 1816.402-270 also requires the 

Center Director to approve any exceptions to this requirement in writing. (Appendix E contains details on 

the NASA FAR Supplement requirement.) In addition, NASA FAR Supplement 1852.216-77, “Award 

Fee for End Items Contracts,” requires that all award fee evaluations, with the exception of the last 

evaluation, will be interim evaluations. At the last evaluation, which is final, the contractor’s performance 

for the entire contract will be evaluated to determine total earned award fee. No award fee or base fee will 
13 

Base Fee Evaluation. Boeing can earn the $8.9 million base fee38 if the final on-ground 

award fee score is 61 (satisfactory) or higher. The NASA FAR Supplement allows the 

base fee to be paid only if the final award fee evaluation is satisfactory or better. In 

addition, if the final award fee evaluation is below 61 (poor/unsatisfactory), all 

provisional base fee payments must be refunded to the Government. By eliminating the 

repayment requirement, Johnson did not follow the NASA FAR Supplement 

requirements for base fee39 and could ultimately pay Boeing at least $8.9 million in base 

fee for unsatisfactory on-orbit performance of the ISS. 

Cost Performance Award Fee Pool 

Original Contract Provision. At inception, the ISS contract included an incentive fee 

provision that allowed Boeing to earn a minimum of $82 million (about 2 percent of 

target cost) up to a maximum of $615 million (about 15 percent of target cost), depending 

on the actual contract cost. As discussed earlier, Johnson and Boeing recognized that 

Boeing could earn only the minimum incentive fee for the remaining life of the contract 

because of the cost overrun. 

Contract Restructuring Modification. As part of the restructuring, Johnson wanted to 

give Boeing an incentive to control cost and, therefore, agreed to Boeing’s request to 

exclude new work from the repayment provision of the on-orbit performance evaluations. 

Johnson did this by creating an award fee pool of $24.7 million for cost performance that, 

like the technical performance award fee pool and base fee pool, was not subject to 

repayment. 

Measurement of Cost Performance. The Performance Evaluation Plan for the award 

fee pool identifies the evaluation factor as overall cost performance, including: 

• the estimate to complete, 

• integrated management of cost risk and opportunities, 

• forecasting of budgetary requirements, and 

• appropriate use of the Earned Value Management System and compliance with 

Earned Value Management System criteria. 

 

be paid to the contractor if the final award fee evaluation is poor/unsatisfactory. If the final award fee 

evaluation is poor/unsatisfactory, any base fee paid will be refunded to the Government. 38This dollar amount is based on a percentage for changes authorized but not definitized as of October 1, 

1999, when the contract was restructured (see Appendix C). 

39NASA FAR Supplement 1816.405-271, “Base Fee,” requires that when a base fee is authorized for use in 

a cost-plus-award fee contract, it shall be paid only if the final award fee evaluation is satisfactory or better. 

Pending final evaluation, base fee may be paid during the life of the contract at defined intervals on a 

provisional basis. If the final award fee evaluation is poor/unsatisfactory, all provisional base fee payments 

shall be refunded to the Government. 
14 

None of these factors address Boeing’s actual cost performance compared to the 

negotiated contract estimated cost for new work. Johnson has awarded Boeing scores of 

70 (satisfactory), 70, and 72 (good), respectively, for cost performance for the three 

6-month periods following the contract restructuring, resulting in earned amounts and 

payments of $9.8 million. Also, $4.0 million that was unearned may be earned and paid 

based on the final performance evaluation. However, neither Johnson nor Boeing 

officials know the actual cost performance relative to the estimated cost of the new work 

for which this award fee was added to the contract, because neither Johnson nor Boeing 

measures the cost of new work. Therefore, the cost performance award fee pool conflicts 

with the NASA FAR Supplement requirement to measure the contractor’s success in 

controlling cost. 40

Appropriateness of Fee Restructuring 

The ISS contract originally included an aggressive and motivating award and cost 

incentive fee structure consistent with the NASA FAR Supplement and the Award Fee 

Contracting Guide. However, Johnson’s establishment of the technical performance 

award fee pool, cost performance award fee pool, and base fee pool eliminated provisions 

that are required by Agency guidance and are designed to limit payment of award fee to 

successful on-orbit performance and measurable cost control by contractors. 

Technical Award Fee and Base Fee Pool. The technical award fee pool and the base 

fee pool, totaling $44.7 million, eliminated the negative performance incentive. For the 

final award fee evaluation, Johnson should have provided for the possibility that Boeing 

could lose fee for poor on-orbit performance rather than guarantee that Boeing will keep 

all previously earned fees regardless of performance. 

Cost Performance Award Fee Pool. The cost performance award fee pool (totaling 

$24.7 million) evaluation is not based on the costs associated with the pool but on 

Boeing’s overall cost performance. NASA does not require Boeing to measure costs 

related to this pool. Consequently, there is no way for NASA to evaluate cost controls 

and thereby measure Boeing's performance against the negotiated estimated cost. 

Recommendation, Management’s Response, and Evaluation of 

Response

3. The Acting Director, Lyndon B. Johnson Space Center, should reinstate the 

repayment provision in the ISS contract for work added after September 1999 

that relates to on-orbit performance, and establish fee pools that are consistent 

 

40NASA FAR Supplement 1816.405-274, “Award Fee Evaluation Factors,” requires that the predominant 

consideration of the cost control evaluation be a measurement of the contractor’s performance against the 

negotiated estimated cost of the contract. The Award Fee Contracting Guide also requires that success in 

controlling costs be measured against the estimated cost of the contract rather than budgetary or operating 

plan cost (see Appendix E). 
15 

with Agency criteria. Alternatively, Johnson should obtain a waiver from the 

requirements of NASA FAR Supplement 1816.402-270, 1816.405-271, 

1816.405-274, and 1852.216-77 regarding the new ISS fee pools, with sufficient 

supporting documentation. 

Management’s Response. Nonconcur. The revisions to the fee structure did not give up 

existing rights with regard to on-orbit performance. The full technical content of the onorbit vehicle under the contract both before and after the contract restructuring is subject 

to an on-orbit performance assessment. The only thing that the restructure did was to 

limit the maximum possible fee loss, due to on-orbit performance, to $202 million (see 

Appendix G). 

Evaluation of Response. Management’s comments are not responsive to the 

recommendation. We are concerned about the lack of a repayment provision after 

restructuring rather than whether there is a technical assessment of on-orbit performance. 

The $202 million loss limit inappropriately allows Boeing to keep all fees above the limit 

even if on-orbit performance is unsatisfactory. Johnson has not addressed the fact that 

Boeing’s technical award and base fee ($44.7 million and increasing) is not subject to 

either a downward adjustment based on the final on-ground performance valuation or 

repayment because of an unsatisfactory on-orbit performance evaluation. We maintain 

our position that, at a minimum, Johnson should obtain a waiver for deviating from the 

stated requirements of the NASA FAR Supplement. Because we believe that requesting 

additional comments will not be productive, we will forward the recommendation to the 

NASA Audit Followup Official for final resolution (see Appendix H). 
16

Appendix A. Objectives, Scope, and Methodology 

Objectives 

The overall objective was to evaluate NASA’s December 1999 restructuring of the 

International Space Station (ISS) contract. Specifically, we determined whether the 

global settlement of the contractor’s requests for equitable adjustment was appropriately 

justified and executed and whether the fee structure was appropriate. 

Scope and Methodology 

To meet our objectives, we reviewed the restructuring contract modification 

(modification number 836), the associated price negotiation memorandum, the waiver for 

certified cost and pricing data, and the contract status report. We interviewed personnel 

in the ISS Procurement Office, the ISS Business Management Office, and the Lyndon B. 

Johnson Space Center (Johnson) Legal Office. We also interviewed personnel in the 

NASA Headquarters Office of Procurement, Program Operations Division. We reviewed 

applicable regulations including the Federal Acquisition Regulation (FAR), NASA FAR 

Supplement, NASA’s Award Fee Contracting Guide, and the Truth in Negotiations Act. 

We did not assess the reliability of computer-processed data because we did not rely on it 

to achieve our objectives. 

Management Controls Reviewed 

We reviewed management controls relative to cost and pricing data for the Request for 

Equitable Adjustments as described in FAR 15, “Contracting by Negotiation.” We also 

reviewed management controls relative to award fee plans as described in NASA FAR 

Supplement 1816.4, “Incentive Contracts,” and NASA’s “Award Fee Contracting 

Guide.” Management controls needed to be strengthened to ensure that Johnson 

performed adequate price analyses as required by the FAR (see Finding A), that the 

Office of Procurement provided adequate oversight of major procurement actions as 

required by the NASA FAR Supplement (see Finding B), and that Johnson established 

award fee pools as required by the NASA FAR Supplement and the Award Fee 

Contracting Guide (see Finding C). 

Audit Field Work 

We performed the audit field work from September 2000 through April 2001 at Johnson. 

We performed the audit in accordance with generally accepted government auditing 

standards. 
17

Appendix A

Summary of Prior Audits and Reviews 

The NASA Office of Inspector General and the General Accounting Office have issued 

numerous reports on the ISS Program. Related reports are summarized in Appendix F of 

this report. 
18 

Appendix B. International Space Station Contract 

Brief Description of the Statement of Work. The Statement of Work for the 

International Space Station (ISS) contract describes The Boeing Company’s (Boeing’s) 

requirements for the design, development, manufacture, integration, test, verification, and 

delivery to NASA of the U.S. On-Orbit Segment41 of the ISS, including ground support 

equipment, and for support for ground and orbital operations. The Statement of Work 

also requires that Boeing provide technical support and data for NASA's operation and 

utilization of the ISS and describes Boeing’s requirements to integrate the complete ISS 

System. 

Date Awarded and Price. NASA awarded the ISS contract, NAS15-10000, January 13, 

1995, for a total value of $5.638 billion. As of October 19, 2001, the contract value was 

$9.747 billion. However, NASA expects the contract value to increase to $11.3 billion. 

Major Modifications. On December 21, 1999, NASA and Boeing restructured the ISS 

contract. The purpose of this restructuring was to definitize adjustments to the estimated 

costs and fees, change the contract type, and address other contract actions. Boeing and 

the ISS Program Office agreed that the modification provided full equitable adjustments 

for all issues that were identified or known prior to October 1, 1999, excluding Class I 

changes42 and the specific exclusions identified in Special Provision H.67, “Requests For 

Equitable Adjustments.” 

This modification also created two new award fee pools and a base fee pool relative to 

on-ground contract changes definitized or authorized after October 1, 1999. The pools 

relate to technical performance, cost performance, and base fee. Unlike the on-ground 

award fee pool for the original contract, the new pools are not subject to repayment 

provisions. 

Contract Type. The ISS contract initially was a cost-plus-award fee/incentive fee/fixed 

fee contract. When the contract was restructured, the fee structure was changed to costplus-award fee/fixed fee contract. 

Estimated Completion Date. The ISS contract states that all work required under the 

contract shall be completed on or before December 31, 2003. As of June 4, 2001, the 

final on-orbit award fee evaluation period was scheduled for 3 months after milestone 

 

41The U.S. On-Orbit Segment is an Earth-orbiting facility that houses experiment payloads, distributes 

resource utilities, and supports permanent human habitation for conducting research and science 

experiments in a microgravity environment. 

42A Class I change is a change resulting in any modification to the prime contract. 
19 

Appendix B

Flight UF5.43 The ISS Assembly Sequence, Revision F, August 2000, identifies the 

launch date for milestone Flight UF5 as February 2005. The ISS Program Office has not 

updated the ISS contract as to when completion is expected.44

Contractor. The prime contractor for the ISS is Boeing. Boeing has four development 

sites with locations in Huntsville, Alabama; Canoga Park, California; Huntington Beach, 

California; and Houston, Texas. 

Costs Incurred to Date. As of October 30, 2001, NASA has obligated $9.6 billion and 

disbursed $9.5 billion on the ISS contract. 

Cost and Schedule Performance. Boeing’s Performance Measurement System Report, 

January 2001, indicates that since contract inception, Boeing has declared $986 million in 

cost overruns.45

Other Performance Information. Since April 1, 1996, NASA has evaluated 

10 on-ground award fee periods. During these periods, Boeing’s award fee scores ranged 

from 60 (poor/unsatisfactory) for the award fee period ended March 31, 1997, to 85 (very 

good) for the latest evaluated award fee period ended March 31, 2001. A score of 60 or 

below results in Boeing earning zero award fee dollars for the award fee period. 

 

43Milestone Flight UF5 provides for experiment delivery, resupply, and change out for the ISS. Elements 

contained on the flight include a multipurpose logistics module, which carries inside experiment equipment 

racks, and an express pallet, which carries external experiment equipment. 

44Modification No. 1100, October 26, 2001, contains the latest modifications to the ISS contract award fee 

plan. The on-orbit award fee milestones have not been updated to correspond to the latest ISS assembly 

sequence. 

45NASA estimated that the overrun will be $1.14 billion. 
20 

Appendix C. Fee Structure of the International Space Station Contract 

The International Space Station (ISS) contract originally established an award fee plan to 

motivate The Boeing Company (Boeing) to strive for excellence in managerial, technical, 

schedule, and subcontracting performance. The original award fee plan called for 

periodic evaluations of Boeing’s on-ground and on-orbit performance. Each on-ground 

performance evaluation could result in fee dollars earned. 46 Each interim on-orbit 

performance evaluation would be applied to a percentage of earned on-ground 

performance dollars that have not been retained by previous on-orbit evaluations. Any 

dollars earned during each on-orbit period would become final and would no longer be 

subject to repayment by Boeing. NASA and Boeing agreed to the award fee elements 

and award fee percentages. The elements and percentages are listed in Table C-1. 

Table C-1. Original ISS Contract Fee Structure 

(January 13, 1995) 

Fee Element 

Percentage of 

Target Cost 

Maximum Award Fee 5% 

Minimum Incentive Fee 2% 

Target Incentive Fee 5% 

Maximum Incentive Fee 15% 

On December 21, 1999, NASA and Boeing agreed to a modification that changed the fee 

structure of the ISS contract. These changes are identified in Table C-2. 

Table C-2. Restructured ISS Contract Fee Structure 

(December 21, 1999) 

Fee Element 

Percentage for 

Changes Authorized 

but Not Definitized as 

of October 1, 1999 

Percentages for 

Changes 

Implemented After 

October 1, 1999 

Technical Award Fee 5% 6% 

Cost Award Fee 3% 5% 

Base Fee 2% N/A 

Special Incentive Fee N/A* Up to 3% 

*Not Applicable. The special incentive fee did not exist prior to contract restructuring. 

 

46Fee dollars earned are the result of fee dollars available multiplied by a numerical rating based on a 

maximum score of 100. 
21 

Appendix C 

Lyndon B. Johnson Space Center (Johnson) changed the fee structure to facilitate and 

provide Boeing an incentive for efficient, high-quality performance for the remaining 

work under the ISS contract. For this purpose, Johnson established two new award fee 

pools and a base fee pool for on-ground changes definitized or authorized after 

October 1, 1999. The pools relate to technical performance (FY 2000 Forward Technical 

Performance Award Fee), cost performance (FY 2000 Forward Cost Performance Award 

Fee), and base fee. 

After the restructuring, Johnson would perform on-ground and on-orbit performance 

evaluations as it did prior to restructuring. However, the major difference pertains to onground changes that are definitized or authorized after October 1, 1999. These changes, 

which affect the FY 2000 Forward Technical Performance Award Fee pool, FY 2000 

Forward Cost Performance Award Fee pool, and Base Fee pool, are not subject to onorbit repayment provisions. This restructuring of the fee pools would ensure that the 

fees, totaling $69.4 million, as of October 19, 2001, are excluded from the on-orbit 

performance evaluation repayment provisions and would not be subject to repayment 

based on unsatisfactory on-orbit performance. Also, in conjunction with the final onground performance evaluation, for the FY 2000 Forward Technical Performance Award 

Fee pool and Base Fee pool, any unearned award fee will be carried forward and made 

available to Boeing for a final look back47 and upward adjustment. Similarly, the 

FY 2000 Forward Cost Performance Award Fee pool will be evaluated in the same way. 

The earned award fee for this fee pool is also subject to a downward adjustment in 

conjunction with the final on-ground performance evaluation. 

 

47Look-back is the carrying forward of any unearned award fee dollars during the stated evaluation periods 

and having the dollars made available to the contractor for the final award fee evaluation. 
22 

Appendix D. Monetary Benefits 

As a result of our audit, we determined that NASA could better use $1,355,440 that 

relates to the International Space Station (ISS) Program Office’s overstatement of 

on-orbit award fee retained dollars.48 ISS Milestone Flight 2R was the first of seven 

on-orbit award fee evaluation milestones and comprises 15 percent of the total on-orbit 

award fee performance evaluation. NASA’s Performance Incentive Determination 

Official49 evaluated Boeing’s ISS on-orbit performance, through Milestone Flight 2R, at 

100 percent. 

At the time of the first on-orbit performance evaluation, The Boeing Company’s 

(Boeing’s) earned on-ground award fee was $118,504,482. We calculated that Boeing 

was entitled to retain $17,775,672 as shown in Table D-1. 

Table D-1. Correct Calculation of On-Orbit Award Fee Retained Dollars 

$ 118,504,482 On-Ground Award Fee Earned Dollars* 

 x 15 % Milestone A Award Fee Percentage 

$ 17,775,672 Subtotal 

 x 100 % Performance Incentive Determination Official Evaluation 

$ 17,775,672 Subtotal 

 

*Earned dollars are the results of each periodic on-ground award fee determination (on-ground award fee 

dollars available multiplied by an award fee score expressed as a percentage).

However, in compiling the earned on-ground award fee, ISS Program Office personnel 

overstated the fee pool as $127,540,745. This overstatement of $9,036,263 

($127,540,745 - $118,504,482) was the result of including the FY 2000 Forward 

Technical Performance Award Fee earned amount of $9,031,884 and a $4,379 clerical 

error.50 This error caused the on-orbit award fee retained dollars to be overstated by 

$1,355,440 ($19,131,112 - $17,775,672). Details are in Table D-2. 

 

48Retained dollars are those that become final after each on-orbit award fee period and that are no longer 

subject to being recouped by NASA. 

49The Performance Incentive Determining Official is the ISS Program Lead Center Director at Lyndon B. 

Johnson Space Center. 

50The ISS Contracting Officer described the $4,379 overstatement of the on-ground award fee earned 

dollars as a clerical error. The ISS Program Office modified the contract to correct this error. 
23 

Appendix D 

Table D-2. Erroneous Calculation of On-Orbit Award Fee Retained Dollars 

$ 127,540,745 On-Ground Award Fee Earned Dollars 

 x 15 % Milestone A Award Fee Percentage 

$ 19,131,112 Subtotal 

 x 100 % Performance Incentive Determination Official Evaluation 

$ 19,131,112 On-Orbit Award Fee Retained Dollars 

At contract completion, Boeing is required to refund to NASA the excess of on-ground 

award fee earned dollars over the on-orbit award fee retained dollars. Accordingly, the 

overstatement could have caused the refund to be $1,355,440 less than what is actually 

due. However, the ISS Contracting Officer took appropriate action to correct the error by 

issuing a contract modification. 
24 

Appendix E. Procurement Requirements 

This appendix provides Federal Acquisition Regulation (FAR) and NASA FAR 

Supplement clauses discussed in the report. 

FAR 15.402, “Pricing Policy”

Contracting officers must-- 

(a) Purchase supplies and services from responsible sources at fair and 

reasonable prices. In establishing the reasonableness of the offered prices, 

the contracting officer shall not obtain more information than is necessary. 

To the extent that cost or pricing data are not required by 15.403-4, the 

contracting officer shall generally use the following order of preference in 

determining the type of information required: 

(1) No additional information from the offeror, if the price is based on 

adequate price competition, except as provided by 15.403-3(b). 

(2) Information other than cost or pricing data: 

(i) Information related to prices (e.g., established catalog or market 

prices or previous contract prices), relying first on information 

available within the Government; second, on information obtained 

from sources other than the offeror; and, if necessary, on 

information obtained from the offeror. When obtaining 

information from the offeror is necessary, unless an exception 

under 15.403-1(b)(1) or (2) applies, such information submitted by 

the offeror shall include, at a minimum, appropriate information on 

the prices at which the same or similar items have been sold 

previously, adequate for evaluating the reasonableness of the price. 

(ii) Cost information, that does not meet the definition of cost or 

pricing data at 2.101. 

(3) Cost or pricing data. The contracting officer should use every means 

available to ascertain whether a fair and reasonable price can be 

determined before requesting cost or pricing data. Contracting officers 

shall not require unnecessarily the submission of cost or pricing data, 

because it leads to increased proposal preparation costs, generally 

extends acquisition lead time, and consumes additional contractor and 

Government resources. 
25 

Appendix E 

FAR 15.403-1(b), “Prohibition on Obtaining Cost or Pricing Data”

Exceptions to cost or pricing data requirements. The contracting officer shall 

not require submission of cost or pricing data to support any action (contracts, 

subcontracts, or modifications) (but may require information other than cost or 

pricing data to support a determination of price reasonableness.... 

(4) When a waiver has been granted (see standards in paragraph (c)(4) of 

this subsection); . . . 

FAR 15.403-1(c)(4), “Waivers” 

The head of the contracting activity (HCA) may, without power of delegation, 

waive the requirement for submission of cost or pricing data in exceptional 

cases. The authorization for the waiver and the supporting rationale shall be in 

writing. The HCA may consider waiving the requirement if the price can be 

determined to be fair and reasonable without submission of cost or pricing data. 

FAR 15.403-3(a)(1), “Requiring Information Other Than Cost or Pricing Data” 

The contracting officer is responsible for obtaining information that is adequate 

for evaluating the reasonableness of the price or determining cost realism, but 

the contracting officer should not obtain more information than is necessary (see 

15.402(a)). If the contracting officer cannot obtain adequate information from 

sources other than the offeror, the contracting officer must require submission of 

information other than cost or pricing data from the offeror that is adequate to 

determine a fair and reasonable price. 

FAR 15.403-4(a)(1), “Requiring Cost or Pricing Data”

The contracting officer must obtain cost or pricing data only if the contracting 

officer concludes that none of the exceptions in 15.403-1(b) applies. However, 

if the contracting officer has sufficient information available to determine price 

reasonableness, then the contracting officer should consider requesting a waiver 

under the exception at 15.403-1(b)(4).

FAR 15.404-1, “Proposal Analysis Techniques”

(a) General. The objective of proposal analysis is to ensure that the final 

agreed-to price is fair and reasonable. 

(1) The contracting officer is responsible for evaluating the reasonableness 

of the offered prices. The analytical techniques and procedures 

described in this subsection may be used, singly or in combination with 

others, to ensure that the final price is fair and reasonable. The 

complexity and circumstances of each acquisition should determine the 

level of detail of the analysis required. 
26 

Appendix E 

(2) Price analysis shall be used when cost or pricing data are not required 

(see paragraph (b) of this subsection and 15.404-3). 

(3) Cost analysis shall be used to evaluate the reasonableness of individual 

cost elements when cost or pricing data are required. Price analysis 

should be used to verify that the overall price offered is fair and 

reasonable. 

(4) Cost analysis may also be used to evaluate information other than cost 

or pricing data to determine cost reasonableness or cost realism. 

FAR 15.404-1(b), “Price Analysis”

(1) Price analysis is the process of examining and evaluating a proposed price 

without evaluating its separate cost elements and proposed profit. 

(2) The Government may use various price analysis techniques and procedures 

to ensure a fair and reasonable price. 

FAR 31.201-3(a), “Determining Reasonableness” 

... reasonableness of specific costs must be examined with particular care in 

connection with firms or their separate divisions that may not be subject to 

effective competitive restraints. No presumption of reasonableness shall be 

attached to the incurrence of costs by a contractor. 

NASA FAR Supplement 1807.71, “Master Buy Plan” 

The Master Buy Plan provides information on planned acquisitions to enable 

management to focus its attention on a representative selection of high-dollar 

value and otherwise sensitive acquisitions. 

NASA FAR Supplement 1807.7101, “Applicability” 

(a) The Master Buy Plan applies to each negotiated acquisition, including 

supplemental agreements and acquisitions through or from other 

Government agencies, where the dollar value, including the aggregate 

amount of options, follow-on acquisitions, or later phases of multi-phase 

acquisitions, is expected to equal or exceed $50,000,000. 

(b) For initial annual Master Buy Plan submission only, each installation shall 

submit its three largest acquisitions regardless of dollar value and all 

acquisitions over $50,000,000. 
27 

Appendix E 

(c) The procedure also applies to: (1) Any supplemental agreement that 

contains either new work, a debit change order, or a credit change order (or 

any combination/ consolidation thereof), if the absolute value of the actions 

equals or exceeds $50,000,000 (e.g., the absolute value of a supplemental 

agreement adding $30,000,000 of new work and deleting $30,000,000 of 

work is $60,000,000, and is therefore subject to the Master Buy Plan). 

NASA FAR Supplement 1807.7102-3, “Selection and Notification Procedures” 

(a) The Headquarters Office of Procurement (Code HS) shall select acquisition 

documents from the Master Buy Plan and amendments to Master Buy Plans 

to receive Headquarters review and approval and shall designate source 

selection officials. 

(b) When, subsequent to document selection or delegation, an acquisition is 

changed (for example, increase or decrease in dollar amount, change in 

requirement), canceled, superseded, deferred, or becomes no longer subject 

to the Master Buy Plan procedures in accordance with the criteria in 

1807.7101, the installation shall immediately notify Code HS, giving the 

reasons. Code HS shall notify the installation's procurement office in 

writing of any further action that may be required. 

(c) Acquisition documents not selected for Headquarters review will be subject 

to after-the-fact reviews by Headquarters during normal procurement 

management surveys or other special reviews. Acquisition delegations may 

subsequently be rescinded if a Headquarters review is deemed appropriate. 

NASA FAR Supplement 1816.402-270, “NASA Technical Performance Incentives” 

(a) Pursuant to the guidelines in 1816.402, NASA has determined that a 

performance incentive shall be included in all contracts based on 

performance-oriented documents (see FAR 11.101(a)), except those 

awarded under the commercial item procedures of FAR Part 12, where the 

primary deliverable(s) is (are) hardware with a total value (including 

options) greater than $25 million. Any exception to this requirement shall 

be approved in writing by the Center Director. Performance incentives may 

be included in hardware contracts valued under $25 million acquired under 

procedures other than Part 12 at the discretion of the procurement officer 

upon consideration of the guidelines in 1816.402. Performance incentives, 

which are objective and measure hardware performance after delivery and 

acceptance, are separate from other incentives, such as cost or delivery 

incentives. 
28 

Appendix E 

(b) When a performance incentive is used, it shall be structured to be both 

positive and negative based on hardware performance after delivery and 

acceptance, unless the contract type requires complete contractor liability 

for product performance (e.g., fixed price).

NASA FAR Supplement 1816.405-274(b), “Award Fee Evaluation Factors” 

Evaluation factors will be developed by the contracting officer based upon the 

characteristics of an individual procurement. Normally, technical and schedule 

considerations will be included in all CPAF [cost plus award fee] contracts as 

evaluation factors. Cost control shall be included as an evaluation factor in all 

CPAF contracts. When explicit evaluation factor weightings are used, cost 

control shall be no less than 25 percent of the total weighted evaluation factors. 

The predominant consideration of the cost control evaluation should be a 

measurement of the contractor's performance against the negotiated estimated 

cost of the contract. This estimated cost may include the value of undefinitized 

change orders when appropriate. 
29

Appendix F. Prior Audits and Other Reviews 

Office of Inspector General Reports 

IG-00-007, “Performance Management of the International Space Station 

Contract,” February 16, 2000. The Boeing Company (Boeing) reported unrealistically 

low estimates of projected cost overruns and presented the cost data to indicate that no 

additional cost overrun would occur. Although the Program Office was aware and had 

evidence of cost overruns and schedule slippages, it did not refute the contractor’s 

estimate. As a result, Boeing received unearned incentive fees totaling $16 million that 

the Agency later recouped. Also, Boeing did not promptly notify NASA about the 

potential cost increase due to Boeing’s reorganizations. NASA will be charged an 

estimated $35 million in reorganization costs for the International Space Station (ISS) 

Program through contract completion. The contractor submitted its proposals too late to 

be negotiated prior to the provisional billing rates being adjusted upward and paid by 

NASA at the higher levels. The proposed increases were submitted with little or no 

forewarning to NASA. As a result, NASA may be paying higher costs than necessary 

before the Government completes its review and negotiation of the proposed pricing and 

billing rates. 

IG-99-007, “Space Station Corrective Action Plans,” January 28, 1999. Boeing’s 

corrective action plans and Johnson’s oversight of the plans needed improvement. The 

ISS Program had experienced a continued deterioration in cost and schedule performance 

after a September 1997 adjustment of the contract cost baseline, but variance analyses 

and corrective action plans had not been effectively utilized to control the negative 

variances. Additionally, Johnson did not provide effective oversight of Government 

surveillance of Boeing’s Earned Value Management System, including verifying whether 

Boeing took corrective actions related to cost variances and schedule variances. As a 

result, the ISS Program lacked assurance that negative variances have been identified and 

that corrective actions are being taken to reduce associated risk. Further, Johnson did not 

ensure that Boeing took corrective actions on conditions noted since at least March 1997 

to accurately prepare and submit Variance Analysis Reports. As a result, Variance 

Analysis Reports may not adequately identify cost and schedule risks. 

IG-98-002, “Space Station Performance Measurement Cost Data,” November 13, 

1997. Boeing did not report reasonable cost data in its monthly performance reports on 

the ISS contract because its monthly reports to NASA did not reflect its best estimate at 

completion. Instead, Boeing reduced the monthly estimates provided by major 

subcontractors under the prime contract in order to report a smaller cost overrun. As a 

result, NASA received inaccurate cost data on the ISS contract. 
30

Appendix F 

General Accounting Office (GAO) Reports 

GAO-01-258, “Major Management Challenges and Program Risk: National 

Aeronautics and Space Administration,” January 1, 2001. GAO cited contract 

management and ISS costs as challenges that warrant increased NASA attention. 

Regarding contract management, GAO stated that it is exceedingly important for NASA 

to have accurate and reliable information on contract spending and to exercise effective 

contract oversight. Regarding the ISS, GAO stated NASA will continue to face 

challenges in controlling the cost and schedule of the program. GAO continued to 

categorize contract management as high risk due to NASA’s ineffective systems and 

process for overseeing contractor activities. GAO also stated that NASA has made 

substantial progress in addressing these challenges, but key steps are still needed toward 

correcting them. 
31

Appendix G. Management’s Response 
32

Appendix G 

See Appendix H, 

OIG Comment 1 
33

Appendix G 

See Appendix H, 

OIG Comment 2 

See Appendix H, 

OIG Comment 3 
34

Appendix G 

See Appendix H, 

OIG Comment 4 

See Appendix H, 

OIG Comment 5 

See Appendix H, 

OIG Comment 6 
35

Appendix G 

See Appendix H, 

OIG Comment 7 
36

Appendix G 

See Appendix H, 

OIG Comment 8 
37

Appendix G 

See Appendix H, 

OIG Comment 9 

See Appendix H, 

OIG Comment 10 

See Appendix H, 

OIG Comment 11 
38

Appendix G 

Revised. 
39

Appendix G 

Deleted. 
40

Appendix G 

Renumbered as 

Recommendation 3 
41

Appendix H. OIG Comments on Management’s Response 

The Johnson Space Center (Johnson) provided the following comments in its response to 

our draft report. Our responses to the comments are also presented. 

Management Comments. Johnson takes exception to many of the specific wordings in 

the audit findings. However, rather than providing a lengthy and potentially confusing 

line-by-line discussion of the exceptions, Johnson addressed the key concerns raised in 

the audit. 

1. OIG Comments. Although we provided Johnson with a working copy of the draft 

report in May, Johnson decided not to discuss it with us. Also, Johnson did not respond 

to our offer to discuss the draft report after we issued it in August. Johnson last met with 

us to discuss our findings in March. Nonetheless, we believe we have fairly presented 

Johnson's positions in this report and have modified the report where appropriate. 

Management Comments. The technical challenges and solutions associated with the 

request for equitable adjustment (RFEA) issues were worked through the International 

Space Station (ISS) Program’s normal panels, boards, and other technical oversight 

mechanisms. The process used to settle the RFEA issues served only to address the 

necessary adjustments to contract value. 

2. OIG Comments. Our report does not question the technical validity of the RFEA 

issues but rather the lack of a price or cost analysis, which the Federal Acquisition 

Regulation (FAR) requires in addition to a technical analysis. Johnson neither performed 

an adequate price analysis nor adequately supported the waiver of the FAR requirement 

to obtain certified cost or pricing data from Boeing. We believe that Johnson has 

minimized the importance of properly determining RFEA costs. 

Management Comments. A global settlement of RFEA issues would avoid not only the 

significant costs associated with individual proposal settlement for each of the 38 issues, 

but of equal or greater importance, the global settlement avoided the need to distract the 

technical community with the extensive technical support that would have been required 

during a very lengthy process to prepare, evaluate, and settle individual proposals. 

3. OIG Comments. Johnson could not provide analytical support for its statement that 

the global settlement avoided significant costs associated with individual proposal 

settlements. Without such support and without a price or cost analysis, there is no 

assurance NASA received a fair and reasonable price for the RFEA’s or saved costs on 

the global settlement. 
42

Appendix H 

Management Comments. The restructure settlement was fair and reasonable to both the 

Government and the contractor. The restructure settlement successfully resolved the 

majority of known contractual issues and facilitated the Program’s ability to keep its 

focus on the challenging work ahead. The settlement was consistent with the Federal and 

NASA procurement policy. 

4. OIG Comments. While the restructuring may have facilitated the program’s ability 

to focus on the challenging work ahead, Johnson could not provide evidence that the 

settlement was fair and reasonable to both parties. However, we did determine that the 

settlement did not comply with procurement regulations and that Johnson did not obtain 

waivers for its deviations from those regulations. 

Management Comments. The FAR cannot provide (and is not intended to provide) 

specific coverage for every situation that might arise during the performance of a 

contract. The FAR does not address what to do when, halfway through a major contract, 

the incentive fee arrangement exceeds the range of incentive effectiveness. The FAR 

likewise does not address how to pursue a global settlement of numerous RFEA issues in 

an effective and efficient manner. 

5. OIG Comments. We agree that the FAR does not address every situation that could 

arise, but it does specify how to reach an agreement on a contract modification. The 

FAR states that the contracting officer must at least perform a price analysis. Johnson 

did not perform either a price or a cost analysis of the RFEA’s and did not adequately 

support its waiver to obtain certified cost and pricing data. Johnson accepted Boeing’s 

costs at face value based on the information in Boeing’s monthly reports. However, 

Boeing’s cost estimates have been inadequate, resulting in about a $1 billion overrun 

since contract inception. 

Management Comments. Though not mentioned in the draft report, the applicable FAR 

provisions include Part 1, which provides the guiding principles for the Federal 

Acquisition System. Part 1 recognizes that the FAR does not address every contracting 

situation and encourages the use of sound business judgment to manage risks and deliver 

good value to the customer in a manner that is fair to both the Government and the 

contractor. 

6. OIG Comments. The general provisions in Part 1 of the FAR are not a license to 

deviate without a waiver from specific provisions of other parts of the FAR, as discussed 

in this report. Johnson was not able to demonstrate that the global settlement was fair to 

the Government. We believe that Boeing benefited from the global settlement by 

obtaining a better fee arrangement and by having its proposed costs accepted at face 

value. We could not determine whether the Government received a fair deal. 
43

Appendix H 

Management Comments. The ISS contract is a cost-reimbursement-type contract. The 

contractor is paid the actual cost incurred in performing the contract. There are contract 

management provisions and processes to ensure that contractors are reimbursed only for 

allowable costs.

7. OIG Comments. Management has a responsibility to perform a price or cost analysis 

to determine whether costs are fair and reasonable. Johnson implies that Boeing should 

be paid whatever amount it bills NASA and that the responsibility for determining 

reasonableness belongs elsewhere, such as to the Defense Contract Audit Agency, which 

is responsible for performing an audit of incurred costs at the end of the ISS contract.

Management Comments. As Boeing was identifying RFEA issues, it incorporated them 

into its Performance Measurement System. The system was Boeing’s official cost and 

schedule reporting tool that Boeing and the Government used to track actual cost and 

schedule performance and that served as the starting point for periodic independent 

Government projections of the expected cost to complete the contract. The system was 

used to establish the cost settlement for the global settlement of RFEA’s in lieu of 

receiving and negotiating individual proposals. 

8. OIG Comments. As stated in Finding A, the ISS Program Office relied on Boeing’s 

monthly Performance Measurement System Reports to determine whether the RFEA's 

were fair and reasonable. However, those reports did not contain cost information on 

individual RFEA’s that would be needed to support negotiations because Boeing’s 

Performance Measurement System did not accumulate that information. 

Management Comments. RFEA’s are unlike contract change orders where the work is 

new, the technical approaches are sometimes undefined, and proposal fact-finding could 

help define the technical approach. RFEA’s are cost growth issues on existing, 

authorized work that is already being managed technically by standard program 

management processes. The RFEA costs are already being managed as a subset of 

managing the baseline work. 

9. OIG Comments. If the RFEA’s are just cost growth on existing work already being 

managed technically, then performing a price or cost analysis on the RFEA’s should have 

been a simple task, should not have hampered negotiations, and would have shown 

whether NASA was receiving a fair and reasonable price. 

Management Comments. Johnson stated that neither the FAR nor the NASA FAR 

Supplement addresses how “to re-incentivize a share-line cost incentive that is no longer 

effective.” 

Appendix H 
44

10. OIG Comments. We agree that neither the FAR nor the NASA FAR Supplement 

specifically address how to provide a new incentive for the contractor. However, the 

Government has a responsibility to seek solutions that are properly supported and that 

ensure it receives a fair deal. Perhaps the Government and the contractor are expected to 

make a fair deal at the beginning of the contract and live with it. 

Management Comments. Johnson wanted a fee structure that would positively 

motivate future cost performance and offer an opportunity for the contractor to earn a fair 

return for high quality, cost-efficient performance for future work on this challenging 

contract. 

11. OIG Comments. Unfortunately, the new fee structure eliminated all negative 

incentive after the restructuring by not requiring provisional fees to be repaid to NASA 

for hardware failures on orbit. Such an arrangement does not protect the Government's 

interests. Also, Johnson claims that the new structure allows for Boeing to potentially 

lose more fee for poor performance. However, that outcome is improbable because 

unlike the incentive fee evaluations, which were objective and directly affected by 

overruns, the award fee evaluations are subjective. 
45

Appendix I. Report Distribution 

National Aeronautics and Space Administration (NASA) Headquarters

A/Administrator 

AI/Associate Deputy Administrator 

AA/Chief of Staff 

AB/Associate Deputy Administrator for Institutions 

B/Acting Chief Financial Officer 

B/Comptroller 

BF/Director, Financial Management Division 

G/General Counsel 

H/Associate Administrator for Procurement 

HK/Director, Contract Management Division 

HS/Director, Program Operations Division 

J/Associate Administrator for Management Systems 

JM/Director, Management Assessment Division 

L/Acting Associate Administrator for Legislative Affairs 

M/Associate Administrator for Space Flight 

NASA Centers 

Acting Director, Lyndon B. Johnson Space Center 

Chief Counsel, John F. Kennedy Space Center 

Non-NASA Federal Organizations and Individuals 

Assistant to the President for Science and Technology Policy 

Deputy Associate Director, Energy and Science Division, Office of Management and 

 Budget 

Branch Chief, Science and Space Programs Branch, Energy and Science Division, Office 

 of Management and Budget 

Managing Director, Acquisition and Sourcing Management Team, General Accounting 

 Office 

Senior Professional Staff Member, Senate Subcommittee on Science, Technology, and 

 Space 
46

Appendix I 

Chairman and Ranking Minority Member – Congressional Committees and 

Subcommittees 

Senate Committee on Appropriations 

Senate Subcommittee on VA, HUD, and Independent Agencies 

Senate Committee on Commerce, Science, and Transportation 

Senate Subcommittee on Science, Technology, and Space 

Senate Committee on Governmental Affairs 

House Committee on Appropriations 

House Subcommittee on VA, HUD, and Independent Agencies 

House Committee on Government Reform and Oversight 

House Subcommittee on Government Efficiency, Financial Management, and 

 Intergovernmental Relations 

House Subcommittee on National Security, Veterans Affairs, and International Relations 

House Subcommittee on Technology and Procurement Policy 

House Committee on Science 

House Subcommittee on Space and Aeronautics, Committee on Science 

Congressional Member 

Honorable Pete Sessions, U.S. House of Representatives 
NASA Assistant Inspector General for Audits 

Reader Survey 

The NASA Office of Inspector General has a continuing interest in improving the 

usefulness of our reports. We wish to make our reports responsive to our customers’ 

interests, consistent with our statutory responsibility. Could you help us by completing 

our reader survey? For your convenience, the questionnaire can be completed 

electronically through our homepage at http://www.hq.nasa.gov/office/oig/hq/audits.html

or can be mailed to the Assistant Inspector General for Audits; NASA Headquarters, 

Code W, Washington, DC 20546-0001. 

Report Title: Restructuring of the International Space Station Contract

Report Number: Report Date: 

Circle the appropriate rating for the following statements. 

Strongly 

Agree Agree Neutral Disagree 

Strongly 

Disagree N/A 

1. The report was clear, readable, and 

logically organized. 

5 4 3 2 1 N/A 

2. The report was concise and to the 

point. 

5 4 3 2 1 N/A 

3. We effectively communicated the 

audit objectives, scope, and 

methodology. 

5 4 3 2 1 N/A 

4. The report contained sufficient 

information to support the finding(s) 

in a balanced and objective manner. 

5 4 3 2 1 N/A 

Overall, how would you rate the report? 

 Excellent  Fair

 Very Good  Poor

 Good 

If you have any additional comments or wish to elaborate on any of the above 

responses, please write them here. Use additional paper if necessary. 
How did you use the report? 

How could we improve our report? 

How would you identify yourself? (Select one) 

 Congressional Staff  Media 

 NASA Employee  Public Interest 

 Private Citizen  Other: 

 Government: Federal: State: Local: 

May we contact you about your comments? 

Yes: ______ No: ______ 

Name: ___________________________ 

Telephone: _______________________ 

Thank you for your cooperation in completing this survey. 
Major Contributors to the Report 

Dennis E. Coldren, Program Director, Space Flight Audits 

Len Diamond, Audit Program Manager 

Loretta Garza, Auditor-in-Charge 

Bret Skalsky, Auditor 

Diane Frazier, Procurement Analyst, Inspections, Administrative Investigations, and 

Assessments 

Nancy Cipolla, Report Process Manager 

June Glisan, Program Assistant