Can a segment of a traditional defense contractor be a non-traditional defense contractor?  The term NDC, is defined as:

an entity that is not currently performing and has not performed, for at least the one-year period preceding the solicitation of sources by the Department of Defense for the procurement or transaction, any contract or subcontract for the Department of Defense that is subject to full coverage under the cost accounting standards prescribed pursuant to section 1502 of title 41 and the regulations implementing such section.

Many traditional defense contractors have segments that are operated as independent units.  Would they be considered "entities" separate from their parents?

Good question. There's no definition of "entity". If we assume that means "offeror" and the offeror is the segment, then I think it would be possible.

21 hours ago, Dave Sharp said:

Can a segment of a traditional defense contractor be a non-traditional defense contractor?  

It is a good question.  I am just wondering out loud.

So the "segment" is not currently performing and has not performed, for at least the one-year period preceding the solicitation of sources by the Department of Defense for the procurement or transaction, any contract or subcontract for the Department of Defense that is subject to full coverage under the cost accounting standards prescribed pursuant to section 1502 of title 41 and the regulations implementing such section but the parent "entity" of the segment has, so in a sense has not the segment been subject to CAS?

48 CFR 9904 provides this -  "Segment means one of two or more divisions, product departments, plants, or other subdivisions of an organization reporting directly to a home office, usually identified with responsibility for profit and/or producing a product or service. The terms include Government-owned contractor-operated (GOCO) facilities, and joint ventures and subsidiaries (domestic and foreign) in which the organization has a majority ownership. The term also includes those joint ventures and subsidiaries (domestic and foreign) in which the organization has less than a majority of ownership, but over which it exercises control."

6 hours ago, C Culham said:

but the parent "entity" of the segment has, so in a sense has not the segment been subject to CAS?

I don't interpret the question like that. I'm assuming that the parent has multiple segments--some with CAS-covered contracts, some without.

On 5/26/2022 at 7:46 AM, Dave Sharp said:

Can a segment of a traditional defense contractor be a non-traditional defense contractor?  The term NDC, is defined as:

an entity that is not currently performing and has not performed, for at least the one-year period preceding the solicitation of sources by the Department of Defense for the procurement or transaction, any contract or subcontract for the Department of Defense that is subject to full coverage under the cost accounting standards prescribed pursuant to section 1502 of title 41 and the regulations implementing such section.

Many traditional defense contractors have segments that are operated as independent units.  Would they beUCLA considered "entities" separate from their parents?

The online law dictionary defines "entity" as follows"

Legally, equal to a person who might owe taxes. A generic term inclusive of person, partnership, organization, or business. An entity can be legally bound. An entity is uniquely identifiable from any other entity.

My view is that a division or department is not an entity because they can't be sued or contract in their name. However, a subsidiary or joint venture may be a segment/entity.

I did not research the context for the CFR segment definition above. But according to your post, the NDC concerns entities, not segments.

I think in Federal acquisition, an "entity" has a unique entity identifier, which is defined at FAR 2.101 as:

"a number or other identifier used to identify a specific commercial, nonprofit, or Government entity."

Contractors in the United States and its outlying areas would also have unique Commercial and Government Entity (CAGE) codes. In United Valve Company, the GAO relied on CAGE codes to determine the identity of the offeror. Here's an excerpt:

Quote

The information readily available, such as CAGE codes and DUNS numbers, must reasonably establish that differently-identified entities are in fact the same concern.  Raymond Express Intl., LLC, B-409872.3 et al., Sept. 11, 2015, 2015 CPD ¶ 265 at 6-7.  CAGE codes are assigned to discrete business entities for a variety of purposes (e.g., facility clearances, pre-award surveys, and tracking the ownership of technical data) to dispositively establish the identity of a legal entity for contractual purposes.  Gear Wizzard, Inc., B-298993, Jan. 11, 2007, 2007 CPD ¶ 11 at 2; National Found. Co., B-253369, Sept. 1, 1993, 93-2 CPD ¶ 143 at 2 n.1.  Similarly, the DUNS numbering system is established by Dun & Bradstreet Information Services, and discrete 9-digit numbers are assigned for purposes of establishing the precise identification of an offeror or contractor.  URS Group, Inc., B-402820, July 30, 2010, 2010 CPD ¶ 175 at 4.  On an SF 33, the CAGE code and DUNS number are used to identify the entity that is the offeror for a given procurement. 

So, if segments have different unique entity identifiers or CAGE codes, then I think that they could be considered distinct entities.

22 minutes ago, Don Mansfield said:

So, if segments have different unique entity identifiers or CAGE codes, then I think that they could be considered distinct entities.

Makes sense to me.

In ordinary English, an entity is "Something that exists as a particular and discrete unit." American Heritage Dictionary, 5th.

Black's Law Dictionary, 11th ed., defined it as follows:

Quote

 

entity An organization (such as a business or a governmental unit) that has a legal identity apart from its members or owners.

- corporate entity. (1862) A corporation's status as an organization existing independently of its shareholders. • As a separate entity, a corporation can, in its own name, sue and be sued, lend and borrow money, and buy, sell, lease, and mortgage property.

 

The definition of segment in FAR 48 CFR 9904 has been cited above. FAR 2.101 contains the same definition, and that section applies throughout the FAR.

Per FAR 4.1802(b) and 52.204-17 , I would assume the Government issues contracts to the Cage Code that owns or controls a Cage Code offeror. And, if that was not the practice, to me, the correct Cage Code holder is not being examined and held accountable for meeting the NDC criteria.