FAR 52.215-12—Subcontractor Certified Cost or Pricing Data.
Plain-English Summary
FAR 52.215-12, Subcontractor Certified Cost or Pricing Data, tells prime contractors when and how to flow down the certified cost or pricing data requirement to subcontractors. It covers the timing trigger for obtaining subcontractor data before award or before a pricing adjustment on a subcontract modification, the content of the data package under FAR 15.408 Table 15-2, the requirement to obtain a subcontractor certification that the data are accurate, complete, and current, and the mandatory flowdown of either this clause or FAR 52.215-13 into covered subcontracts. It also addresses the exception for situations where an exception under FAR 15.403-1(b) applies, and it explains how inflation-adjusted thresholds under FAR 1.109 affect the applicable dollar threshold over the life of the contract. The Alternate I version updates the rule for certain subcontracts awarded before or on/after July 1, 2018, with different threshold amounts and a different trigger structure for modifications. In practice, this clause is a key compliance control: it ensures the Government can rely on certified cost or pricing data at the subcontract level when required, and it places the burden on the prime contractor to police subcontractor pricing submissions and certifications.
Key Rules
Obtain subcontractor data first
Before awarding a covered subcontract or pricing a covered subcontract modification, the contractor must require the subcontractor to submit certified cost or pricing data unless an exception applies. The trigger is the expected value of the subcontract or pricing adjustment compared to the applicable threshold.
Use Table 15-2 content
The subcontractor’s submission must follow FAR 15.408 Table 15-2 and include not only raw data but also information reasonably needed to explain the estimating process. That includes judgmental factors, methods used, projections from known data, and contingencies included in the price.
Certification is required
The contractor must require the subcontractor to certify, in substantially the FAR 15.406-2 form, that the data are accurate, complete, and current as of the date of price agreement on the subcontract or modification. This certification is a core safeguard and not optional when the clause applies.
Flow down the clause
For covered subcontracts, the prime contractor must insert either the substance of this clause or, for modification-only coverage, the substance of FAR 52.215-13. This ensures the subcontractor is contractually bound to provide the required data and certification.
Exceptions still apply
The requirement does not apply if an exception under FAR 15.403-1(b) applies, such as when certified cost or pricing data are not required because of another statutory or regulatory exception. Contractors must evaluate exceptions before demanding certified data.
Threshold changes can carry forward
If the certified cost or pricing data threshold is adjusted for inflation under FAR 1.109, the changed threshold applies for the remaining term of the contract unless a later adjustment occurs. Contractors must monitor threshold changes over time, not just at award.
Alternate I has special thresholds
Alternate I replaces paragraph (a) with a version that distinguishes between subcontracts awarded before July 1, 2018 and those awarded on or after that date. It sets different dollar thresholds for covered awards and modifications, so the contractor must apply the correct version based on subcontract award date and modification timing.
Responsibilities
Contracting Officer
Include FAR 52.215-12 when prescribed by FAR 15.408(d)(1), and use Alternate I when prescribed by FAR 15.408(d)(2). The contracting officer must also understand the applicable threshold and any inflation-adjusted changes that affect subcontract pricing requirements.
Prime Contractor
Before awarding or pricing a covered subcontract or modification, require the subcontractor to submit certified cost or pricing data unless an exception applies. The prime must also obtain the subcontractor’s certification, ensure the data package meets Table 15-2 requirements, and flow down the proper clause into covered subcontracts.
Subcontractor
Submit certified cost or pricing data when required, including the supporting information needed to explain estimating methods and contingencies, and certify that the data are accurate, complete, and current as of the date of price agreement.
Agency / Government
Set and adjust the applicable threshold under FAR 15.403-4 and FAR 1.109, and rely on the clause structure to ensure subcontract-level pricing transparency where certified cost or pricing data are required.
Practical Implications
This clause makes the prime contractor the enforcement point for subcontract-level certified cost or pricing data, so primes need internal controls to identify covered subcontracts early enough to get the data before price agreement.
A common mistake is treating the requirement as only a paperwork exercise; the clause also requires supporting detail about estimating methods, assumptions, and contingencies, not just a summary price sheet.
Another frequent pitfall is using the wrong threshold or the wrong clause version, especially when inflation adjustments or Alternate I apply. Contractors should verify the subcontract award date, modification date, and current threshold before deciding what is required.
If the subcontractor’s data are incomplete or not current as of the date of agreement, the certification can be defective and create pricing and audit risk for both the prime and the subcontractor.
Flowdown language matters: if the prime fails to insert the required clause into a covered subcontract, it may lose contractual leverage to obtain the data and certification later, increasing compliance and cost risk.
Official Regulatory Text
As prescribed in 15.408 (d)(1) , insert the following clause: Subcontractor Certified Cost or Pricing Data (Jun 2020) (a) Before awarding any subcontract expected to exceed the threshold for submission of certified cost or pricing data in Federal Acquisition Regulation (FAR) 15.403-4 (a)(1), on the date of agreement on price or the date of award, whichever is later; or before pricing any subcontract modification involving a pricing adjustment expected to exceed the threshold for submission of certified cost or pricing data in FAR 15.403-4 (a)(1), the Contractor shall require the subcontractor to submit certified cost or pricing data (actually or by specific identification in writing), in accordance with FAR 15.408 , Table 15-2(to include any information reasonably required to explain the subcontractor's estimating process such as the judgmental factors applied and the mathematical or other methods used in the estimate, including those used in projecting from known data, and the nature and amount of any contingencies included in the price), unless an exception under 15.403-1 (b) applies. If the threshold for submission of certified cost or pricing data specified in FAR 15.403-4 (a)(1) is adjusted for inflation as set forth in FAR 1.109 (a), then pursuant to FAR 1.109 (d) the changed threshold applies throughout the remaining term of the contract, unless there is a subsequent threshold adjustment. (b) The Contractor shall require the subcontractor to certify in substantially the form prescribed in FAR 15.406-2 that, to the best of its knowledge and belief, the data submitted under paragraph (a) of this clause were accurate, complete, and current as of the date of agreement on the negotiated price of the subcontract or subcontract modification. (c) In each subcontract that, when entered into, exceeds the threshold for submission of certified cost or pricing data in FAR 15.403-4 (a)(1), the Contractor shall insert either— (1) The substance of this clause, including this paragraph (c), if paragraph (a) of this clause requires submission of certified cost or pricing data for the subcontract; or (2) The substance of the clause at FAR 52.215-13 , Subcontractor Certified Cost or Pricing Data-Modifications. (End of clause) Alternate I ( Oct 2025). As prescribed in 15.408 (d)(2), substitute the following paragraph (a) in place of paragraph (a) of the basic clause: (a) Unless an exception under FAR 15.403-1 applies, the Contractor shall require the subcontractor to submit certified cost or pricing data (actually or by specific identification in writing), in accordance with FAR 15.408 , Table 15-2 (to include any information reasonably required to explain the subcontractor's estimating process such as the judgmental factors applied and the mathematical or other methods used in the estimate, including those used in projecting from known data, and the nature and amount of any contingencies included in the price)— (1) Before modifying any subcontract that was awarded prior to July 1, 2018, involving a pricing adjustment expected to exceed $950,000; or (2) Before awarding any subcontract expected to exceed $2.5 million on or after July 1, 2018, or modifying any subcontract that was awarded on or after July 1, 2018, involving a pricing adjustment expected to exceed $2.5 million.