Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. TREATMENT OF AFFILIATE TRANSACTIONS. 
(a) COMMODITY EXCHANGE ACT AMENDMENTS.— 
Section 1a(47) of the Commodity Exchange Act (7 U.S.C. 
1(a)(47)), as added by section 721(a)(21) of the Dodd- 
Frank Wall Street Reform and Consumer Protection Act, 
is amended by adding at the end the following: 
‘‘(G) TREATMENT OF AFFILIATE TRANS-
ACTIONS.— 
‘‘(i) IN GENERAL.—The term ‘swap’ 
does not include any agreement, contract, 
or transaction that— 
‘‘(I) would otherwise be included 
as a ‘swap’ under subparagraph (A); 
and 
‘‘(II) is entered into by a party 
that is controlling, controlled by, or 
under
common
control
with
its 
counterparty. 
‘‘(ii)
REPORTING.—All
agreements, 
contracts,
or
transactions
described
in 
clause (i) shall be reported to either a 
swap data repository, or, if there is no 
swap data repository that would accept 
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such swaps, to the Commission pursuant 
to section 4r within such time period as 
the Commission may by rule or regulation 
prescribe.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934 AMEND-
MENTS.—Section 3(a)(68) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78c(3)(a)(68)), as added by section 
761(a)(6) of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act, is amended by adding at the 
end the following: 
‘‘(F) TREATMENT OF AFFILIATE TRANS-
ACTIONS.— 
‘‘(i) IN
GENERAL.—The term ‘secu-
rity-based
swap’
does
not
include
any 
agreement, contract, or transaction that— 
‘‘(I) would otherwise be included 
as a ‘security-based swap’ under sub-
paragraph (A); and 
‘‘(II) is entered into by a party 
that is controlling, controlled by, or 
under
common
control
with
its 
counterparty. 
‘‘(ii)
REPORTING.—All
agreements, 
contracts,
or
transactions
described
in 
clause (i) shall be reported to either a se-
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curity-based swap data repository, or, if 
there is no security-based swap data repos-
itory that would accept such security-based 
swaps, to the Commission pursuant to sec-
tion 13A within such time period as the 
Commission may by rule or regulation pre-
scribe.’’. 
SECTION 1. TREATMENT OF AFFILIATE TRANSACTIONS. 
(a) COMMODITY EXCHANGE ACT AMENDMENTS.—Sec-
tion 1a(47) of the Commodity Exchange Act (7 U.S.C. 
1(a)(47)), as added by section 721(a)(21) of the Dodd- 
Frank Wall Street Reform and Consumer Protection Act, 
is amended by adding at the end the following: 
‘‘(G) TREATMENT
OF
AFFILIATE
TRANS-
ACTIONS.— 
‘‘(i) IN
GENERAL.—The term ‘swap’ 
does not include any agreement, contract, or 
transaction that— 
‘‘(I) would otherwise be included 
as a ‘swap’ under subparagraph (A); 
and 
‘‘(II) is entered into by a party 
that is controlling, controlled by, or 
under 
common 
control 
with 
its 
counterparty. 
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‘‘(ii) 
REPORTING.—All 
agreements, 
contracts, or transactions described in 
clause (i) shall be reported to either a swap 
data repository, or, if there is no swap data 
repository that would accept such swaps, to 
the Commission pursuant to section 4r 
within such time period as the Commission 
may by rule or regulation prescribe.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934 AMEND-
MENTS.—Section 3(a)(68) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78c(3)(a)(68)), as added by section 
761(a)(6) of the Dodd-Frank Wall Street Reform and Con-
sumer Protection Act, is amended by adding at the end the 
following: 
‘‘(F) TREATMENT
OF
AFFILIATE
TRANS-
ACTIONS.— 
‘‘(i) IN GENERAL.—For the purposes of 
any clearing and execution requirements 
under sections 3C and any applicable mar-
gin and capital requirements of section 
15F(e), and for purposes of defining a secu-
rity-based swap dealer or a major security- 
based swap participant, and reporting re-
quirements other than those set forth in 
clause (ii), the term ‘security-based swap’ 
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does not include any agreement, contract, or 
transaction that— 
‘‘(I) would otherwise be included 
as a ‘security-based swap’ under sub-
paragraph (A); and 
‘‘(II) is entered into by parties 
that report information or prepare fi-
nancial statements on a consolidated 
basis, or for which an affiliated com-
pany reports information or prepares 
financial statements on a consolidated 
basis for both parties. 
‘‘(ii) 
REPORTING.—All 
agreements, 
contracts, or transactions described in 
clause (i) shall be reported to either a secu-
rity-based swap data repository, or, if there 
is no security-based swap data repository 
that 
would 
accept 
such 
security-based 
swaps, to the Commission pursuant to sec-
tion 13A within such time period as the 
Commission may by rule or regulation pre-
scribe. 
‘‘(iii) PRESERVATION OF FEDERAL RE-
SERVE
ACT
AUTHORITY.—Nothing in this 
subparagraph shall exempt a transaction 
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described in this subparagraph from sec-
tions 23A or 23B of the Federal Reserve Act 
or implementing regulations thereunder. 
‘‘(iv) 
PROTECTION
OF
INSURANCE 
FUNDS.—Nothing in this subparagraph 
shall be construed to prevent the regulator of 
a Federal or State insurance fund or guar-
anty fund from exercising its other existing 
authority to protect the integrity of such a 
fund, except that such regulator shall not 
subject security-based swap transactions be-
tween affiliated companies to clearing and 
execution requirements under section 3C, to 
any applicable margin and capital require-
ments of section 15F(e), or to reporting re-
quirements other than those set forth in 
clause (ii). 
‘‘(v) PREVENTION
OF
EVASION.—The 
Commission may prescribe rules under this 
subparagraph (and issue interpretations of 
rules prescribed under this subparagraph) 
as determined by the Commission to be nec-
essary to include in the definition of secu-
rity-based swap under this paragraph any 
agreement, contract, or transaction that has 
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been structured as an affiliate transaction 
to evade the requirements of this Act appli-
cable to security-based swaps.’’. 
SECTION 1. TREATMENT OF AFFILIATE TRANSACTIONS. 
(a) COMMODITY
EXCHANGE
ACT
AMEND-
MENTS.—Section 1a(47) of the Commodity Ex-
change Act (7 U.S.C. 1a(47)), as added by sec-
tion 721(a)(21) of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act, is 
amended by adding at the end the following: 
‘‘(G) 
TREATMENT
OF
AFFILIATE 
TRANSACTIONS.— 
‘‘(i) IN GENERAL.—For the pur-
poses of any clearing and execu-
tion requirements under section 
2(h) and any applicable margin 
and capital requirements of sec-
tion 4s(e) and for purposes of de-
fining a swap dealer or a major 
swap participant, and reporting 
requirements other than those set 
forth in clause (ii), the term 
‘swap’ does not include any agree-
ment, 
contract, 
or 
transaction 
that— 
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‘‘(I) would otherwise be in-
cluded as a ‘swap’ under sub-
paragraph (A); and 
‘‘(II) is entered into by 
parties that report informa-
tion 
or 
prepare 
financial 
statements on a consolidated 
basis, or for which an affili-
ated company reports infor-
mation or prepares financial 
statements on a consolidated 
basis. 
‘‘(ii) 
REPORTING.—All 
agree-
ments, contracts, or transactions 
described in clause (i) shall be re-
ported to either a swap data re-
pository, or, if there is no swap 
data repository that would accept 
such agreements, contracts or 
transactions, to the Commission 
pursuant to section 4r, or to a 
swap data repository or to the 
Commission pursuant to section 
2(h)(5) within such time period as 
the Commission may by rule or 
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regulation prescribe. Nothing in 
this subparagraph shall prohibit 
a swap data repository from pub-
lically reporting the information 
submitted pursuant to this clause. 
‘‘(iii) PROTECTION
OF
INSUR-
ANCE FUNDS.—Nothing in this sub-
paragraph shall be construed to 
prevent the regulator of a Federal 
or State insurance fund or guar-
anty fund from exercising its 
other existing authority to pro-
tect the integrity of such a fund, 
except that such regulator shall 
not subject agreements, contracts, 
or transactions between affiliated 
companies to clearing and execu-
tion requirements under section 
2, to any applicable margin and 
capital requirements of section 
4s(e), or to reporting require-
ments of the Wall Street Trans-
parency and Accountability Act of 
2010 other than those set forth in 
clause (ii). 
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‘‘(iv) PRESERVATION
OF
FED-
ERAL
BANKING
AGENCIES’ AUTHOR-
ITY.—Nothing in this section shall 
affect the Federal banking agen-
cies’ 
safety-and-soundness 
au-
thorities established in law other 
than title VII of P.L. 111-203, in-
cluding with respect to the au-
thority of the agencies to impose 
capital requirements on a bank 
with regard to swaps. For pur-
poses of this clause, the term 
‘bank’ shall be defined pursuant 
to section 3(6) of the Securities 
Exchange Act of 1934, and the 
term ‘swap’ shall be defined pur-
suant to title VII of P.L. 111-203.’’. 
(b) SECURITIES
EXCHANGE
ACT
OF
1934 
AMENDMENTS.—Section 3(a)(68) of the Securi-
ties 
Exchange 
Act 
of 
1934 
(15 
U.S.C. 
78c(a)(68)), as added by section 761(a)(6) of 
the Dodd-Frank Wall Street Reform and Con-
sumer Protection Act, is amended by adding 
at the end the following: 
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‘‘(F) 
TREATMENT
OF
AFFILIATE 
TRANSACTIONS.— 
‘‘(i) IN GENERAL.—The term ‘se-
curity-based swap’ does not in-
clude any agreement, contract, or 
transaction that— 
‘‘(I) would otherwise be in-
cluded as a ‘security-based 
swap’ 
under 
subparagraph 
(A); and 
‘‘(II) is entered into by a 
party that is controlling, con-
trolled by, or under common 
control with its counterparty. 
‘‘(ii) 
REPORTING.—All 
agree-
ments, contracts, or transactions 
described in clause (i) shall be re-
ported to either a security-based 
swap data repository, or, if there 
is no security-based swap data re-
pository that would accept such 
security-based swaps, to the Com-
mission pursuant to section 13A 
within such time period as the 
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Commission may by rule or regu-
lation prescribe.’’. 
SEC. 2. IMPLEMENTATION. 
The amendments made by this Act shall 
be implemented— 
(1) without regard to— 
(A) chapter 35 of title 44, United 
States Code; and 
(B) the notice and comment provi-
sions of section 553 of title 5, United 
States Code; and 
(2) through the promulgation of an 
interim final rule. 
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Union Calendar No. 268 
112TH CONGRESS 
2D SESSION 
H. R. 2779 
[Report No. 112–344, Parts I and II] 
A BILL 
To exempt inter-affiliate swaps from certain regu-
latory requirements put in place by the Dodd- 
Frank Wall Street Reform and Consumer Protec-
tion Act. 
FEBRUARY 8, 2012 
Reported from the Committee on Agriculture with an 
amendment; committed to the Committee of the Whole 
House on the State of the Union and ordered to be 
printed 
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