On February 15, 2024, the Department of Defense (“DOD”) issued a final rule that increases the domestic content requirements for defense procurements. 

The new rule amends the Defense Federal Acquisition Regulation Supplement (“DFARS”) to implement Executive Order 14005 (“EO”).  The EO was intended to strengthen the requirements of the Buy American Act (“BAA”) by, among other things, directing the FAR Council to issue new rules increasing the domestic content threshold for determining whether a product qualifies as a domestic end product. 

Although the FAR Council issued a final rule implementing the EO on March 7, 2022, the BAA requirements for defense procurements remained unchanged.  The new DOD rule aligns the DFARS BAA provisions with the FAR revision implemented in 2022.

The new rule (1) increases the applicable domestic content threshold for domestic end products, and (2) creates a framework for the application of an enhanced price preference for domestic products that are considered critical products or are made up of critical components.

Higher Domestic Content Threshold

Previously, the cost of domestic components had to exceed 55 percent of the cost of all components in order for a product to qualify as a domestic end product.  Under the new rule, the domestic content threshold is 65 percent in calendar years 2024 through 2028.  Beginning in calendar year 2029, the threshold will be 75 percent.  The increased threshold modifies the DFARS definitions for domestic end product, qualifying country end product, and domestic construction material. 

To help contractors transition to the increased domestic content requirements, the new rule includes exceptions for awards made prior to January 1, 2030.  First, there will be a 55 percent fallback threshold for situations where domestic products at a higher threshold are not available or the cost to acquire them would be unreasonable.  Second, an alternate domestic content threshold may be applied at the discretion of an agency senior procurement executive in instances where it is not feasible to meet the increasing threshold, e.g., under an indefinite-delivery, indefinite-quantity contract.  Under the alternate domestic content threshold, the threshold in effect at the time of contract award would apply to the entire period of performance.

Enhanced Price Preferences for Critical Items and Components

Under the new rule, domestic end products containing a critical component or item are eligible for an enhanced price preference.  The rule relies on FAR 25.105 for its definition of “critical item” and “critical component.”  For now, FAR 25.105 itself has only a placeholder for the list of critical items and components.  The list will be populated in a separate rulemaking. 

Under the new framework, contractors must meet additional reporting requirements for certain products.  Defense contractors must identify all domestic end products containing a critical component or item.  They must also identify all foreign end products and indicate whether each foreign end product exceeds 55 percent domestic content.  Commercially available off-the-shelf (“COTS”) items are exempt from the enhanced reporting requirements.

The new rule also maintains certain domestic content provisions that are unique to defense procurements.  For example, the rule defines domestic content to include components that are mined, produced, or manufactured not only in the U.S., but also in qualifying countries — countries with reciprocal defense procurement memoranda of understanding or international agreements with the U.S. in which both countries agree to remove certain barriers to the purchase of supplies.

Defense contractors should be prepared to comply with the now-effective increased domestic content threshold and make plans for how they will eventually meet the 75 percent threshold before it is implemented in 2029.  Further, contractors should continue to monitor additional developments in this area, as policymakers on both sides of the aisle are increasingly focused on expanding domestic content requirements and incentivizing enforcement.

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Photo of Michael Wagner Michael Wagner

Mike Wagner represents companies and individuals in complex compliance and enforcement matters arising in the public procurement context. Combining deep regulatory expertise and extensive investigations experience, Mike helps government contractors navigate detailed procurement rules and achieve the efficient resolution of government investigations and…

Mike Wagner represents companies and individuals in complex compliance and enforcement matters arising in the public procurement context. Combining deep regulatory expertise and extensive investigations experience, Mike helps government contractors navigate detailed procurement rules and achieve the efficient resolution of government investigations and enforcement actions.

Mike regularly represents contractors in federal and state compliance and enforcement matters relating to a range of procurement laws and regulations. He has particular experience handling investigations and litigation brought under the civil False Claims Act, and he routinely counsels government contractors on mandatory and voluntary disclosure considerations under the FAR, DFARS, and related regulatory regimes. He also represents contractors in high-stakes suspension and debarment matters at the federal and state levels, and he has served as Co-Chair of the ABA Suspension & Debarment Committee and is principal editor of the American Bar Association’s Practitioner’s Guide to Suspension & Debarment (4th ed.) (2018).

Mike also has extensive experience representing companies pursuing and negotiating grants, cooperative agreements, and Other Transaction Authority agreements (OTAs). In this regard, he has particular familiarity with the semiconductor and clean energy industries, and he has devoted substantial time in recent years to advising clients on strategic considerations for pursuing opportunities under the CHIPS Act, Inflation Reduction Act, and Bipartisan Infrastructure Law.

In his counseling practice, Mike regularly advises government contractors and suppliers on best practices for managing the rapidly-evolving array of cybersecurity and supply chain security rules and requirements. In particular, he helps companies assess and navigate domestic preference and country-of-origin requirements under the Buy American Act (BAA), Trade Agreements Act (TAA), Berry Amendment, and DOD Specialty Metals regulation. He also assists clients in managing product and information security considerations related to overseas manufacture and development of Information and Communication Technologies & Services (ICTS).

Mike serves on Covington’s Hiring Committee and is Co-Chair of the firm’s Summer Associate Program. He is a frequent writer and speaker on issues relating to procurement fraud and contractor responsibility, and he has served as an adjunct professor at the George Washington University Law School.

Photo of Robert Huffman Robert Huffman

Bob Huffman counsels government contractors on emerging technology issues, including artificial intelligence (AI), cybersecurity, and software supply chain security, that are currently affecting federal and state procurement. His areas of expertise include the Department of Defense (DOD) and other agency acquisition regulations governing…

Bob Huffman counsels government contractors on emerging technology issues, including artificial intelligence (AI), cybersecurity, and software supply chain security, that are currently affecting federal and state procurement. His areas of expertise include the Department of Defense (DOD) and other agency acquisition regulations governing information security and the reporting of cyber incidents, the Cybersecurity Maturity Model Certification (CMMC) program, the requirements for secure software development self-attestations and bills of materials (SBOMs) emanating from the May 2021 Executive Order on Cybersecurity, and the various requirements for responsible AI procurement, safety, and testing currently being implemented under the October 2023 AI Executive Order. 

Bob also represents contractors in False Claims Act (FCA) litigation and investigations involving cybersecurity and other technology compliance issues, as well more traditional government contracting costs, quality, and regulatory compliance issues. These investigations include significant parallel civil/criminal proceedings growing out of the Department of Justice’s Cyber Fraud Initiative. They also include investigations resulting from False Claims Act qui tam lawsuits and other enforcement proceedings. Bob has represented clients in over a dozen FCA qui tam suits.

Bob also regularly counsels clients on government contracting supply chain compliance issues, including those arising under the Buy American Act/Trade Agreements Act and Section 889 of the FY2019 National Defense Authorization Act. In addition, Bob advises government contractors on rules relating to IP, including government patent rights, technical data rights, rights in computer software, and the rules applicable to IP in the acquisition of commercial products, services, and software. He focuses this aspect of his practice on the overlap of these traditional government contracts IP rules with the IP issues associated with the acquisition of AI services and the data needed to train the large learning models on which those services are based. 

Bob is ranked by Chambers USA for his work in government contracts and he writes extensively in the areas of procurement-related AI, cybersecurity, software security, and supply chain regulation. He also teaches a course at Georgetown Law School that focuses on the technology, supply chain, and national security issues associated with energy and climate change.

Photo of Catherine Wettach Catherine Wettach

Catherine Wettach is an associate in the firm’s Washington, DC office. She is a member of the Government Contracts and White Collar Defense and Investigation Practice Groups.