HR 2779 PCS 
‘‘(G) TREATMENT OF AFFILIATE TRANS-
ACTIONS.— 
‘‘(i) IN GENERAL.—For the purposes 
of any clearing and execution requirements 
under section 2(h) and any applicable mar-
gin and capital requirements of section 
4s(e) and for purposes of defining ‘swap 
dealer’ or ‘major swap participant’, and re-
porting requirements other than those set 
forth in clause (ii), 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 parties 
that report information or prepare fi-
nancial statements on a consolidated 
basis, or for which a company affili-
ated with both parties reports infor-
mation or prepares financial state-
ments on a consolidated basis. 
‘‘(ii) REPORTING.—All agreements, 
contracts, or transactions described in 
clause (i) shall be reported to either a 
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swap data repository, or, if there is no 
swap data repository that would accept 
such agreements, contracts, or trans-
actions, 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 regulation pre-
scribe. Nothing in this subparagraph shall 
prohibit the Commission from establishing 
public reporting requirements for covered 
transactions between affiliates as described 
in sections 23A and 23B of the Federal 
Reserve Act in a manner consistent with 
rules governing the treatment of such cov-
ered transactions pursuant to section 
2(a)(13) of this Act. 
‘‘(iii) PROTECTION
OF
INSURANCE 
FUNDS.—Nothing in this subparagraph 
shall be construed to prevent the regulator 
of a Federal or State insurance fund or 
guaranty fund from exercising its other ex-
isting authority to protect the integrity of 
such a fund, except that such regulator 
shall not subject agreements, contracts, or 
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transactions described in clause (i) to 
clearing and execution requirements under 
section 2 of this Act, to any applicable 
margin and capital requirements of section 
4s(e) of this Act, or to reporting require-
ments of title VII of Public Law 111–203 
other than those set forth in clause (ii) of 
this subparagraph. 
‘‘(iv) PRESERVATION OF FEDERAL RE-
SERVE ACT AUTHORITY.—Nothing in this 
subparagraph shall exempt a transaction 
described in this subparagraph from sec-
tions 23A or 23B of the Federal Reserve 
Act or implementing regulations there-
under. 
‘‘(v) PRESERVATION
OF
FEDERAL 
AND STATE REGULATORY AUTHORITIES.— 
Nothing in this subparagraph shall affect 
the Federal banking agencies’ safety-and- 
soundness authorities over banks estab-
lished in law other than title VII of Public 
Law 111–203 or the authorities of State 
insurance regulators over insurers, includ-
ing the authority to impose capital require-
ments with regard to swaps. For purposes 
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HR 2779 PCS 
of this clause, the term ‘bank’ shall be de-
fined pursuant to section 3(a)(6) of the Se-
curities Exchange Act of 1934, ‘insurer’ 
shall be defined pursuant to title V of Pub-
lic Law 111–203, and ‘swap’ shall be de-
fined pursuant to title VII of Public Law 
111–203. 
‘‘(vi) PREVENTION OF EVASION.—The 
Commission may prescribe rules under this 
subparagraph (and issue interpretations of 
such rules) as determined by the Commis-
sion to be necessary to include in the defi-
nition of swaps under this paragraph any 
agreement, contract, or transaction that 
has been structured to evade the require-
ments of this Act applicable to swaps.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934 AMEND-
MENTS.—Section 3(a)(68) of the Securities 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 
Consumer Protection Act, is amended by adding at the 
end the following: 
‘‘(F) TREATMENT OF AFFILIATE TRANS-
ACTIONS.— 
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HR 2779 PCS 
‘‘(i) IN GENERAL.—For the purposes 
of any clearing and execution requirements 
under section 3C and any applicable mar-
gin and capital requirements of section 
15F(e), and for purposes of defining ‘secu-
rity-based swap dealer’ or a ‘major secu-
rity-based swap participant’, and reporting 
requirements other than those set forth in 
clause (ii), the term ‘security-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 parties 
that report information or prepare fi-
nancial statements on a consolidated 
basis, or for which a company affili-
ated with both parties reports infor-
mation or prepares financial state-
ments on a consolidated basis. 
‘‘(ii) REPORTING.—All agreements, 
contracts, or transactions described in 
clause (i) shall be reported to either a se-
curity-based swap data repository, or, if 
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there is no security-based swap data repos-
itory that would accept such agreements, 
contracts, or transactions, to the Commis-
sion pursuant to section 13A, within such 
time period as the Commission may by rule 
or regulation prescribe. 
‘‘(iii) PRESERVATION
OF
FEDERAL 
RESERVE
ACT
AUTHORITY.—Nothing in 
this subparagraph shall exempt a trans-
action described in this subparagraph from 
sections 23A or 23B of the Federal Re-
serve 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 
guaranty fund from exercising its other ex-
isting authority to protect the integrity of 
such a fund, except that such regulator 
shall not subject security-based swap 
transactions between affiliated companies 
to clearing and execution requirements 
under section 3C, to any applicable margin 
and capital requirements of section 15F(e), 
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or to reporting requirements of title VII of 
Public Law 111–203 other than those set 
forth in clause (ii). 
‘‘(v) PRESERVATION
OF
FEDERAL 
AND STATE REGULATORY AUTHORITIES.— 
Nothing in this subparagraph shall affect 
the Federal banking agencies’ safety-and- 
soundness authorities over banks estab-
lished in law other than title VII of Public 
Law 111–203 or the authorities of State 
insurance regulators over insurers, includ-
ing the authority to impose capital require-
ments with regard to security-based swaps. 
For purposes of this clause, the term 
‘bank’ shall be defined pursuant to section 
3(a)(6) of the Securities Exchange Act of 
1934, ‘insurer’ shall be defined pursuant 
to title V of Public Law 111–203, and ‘se-
curity-based swap’ shall be defined pursu-
ant to title VII of Public Law 111–203. 
‘‘(vi) PREVENTION OF EVASION.—The 
Commission may prescribe rules under this 
subparagraph (and issue interpretations of 
such rules) as determined by the Commis-
sion to be necessary to include in the defi-
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nition of security-based swap under this 
paragraph any agreement, contract, or 
transaction that has been structured to 
evade the requirements of this Act applica-
ble to security-based swaps.’’. 
SEC. 2. IMPLEMENTATION. 
The amendments made by this Act to the Commodity 
Exchange Act shall be implemented— 
(1) without regard to— 
(A) chapter 35 of title 44, United States 
Code; and 
(B) the notice and comment provisions of 
section 553 of title 5, United States Code; 
(2) through the promulgation of an interim 
final rule, pursuant to which public comment will be 
sought before a final rule is issued, and 
(3) such that paragraph (1) shall apply solely 
to changes to rules and regulations, or proposed 
rules and regulations, that are limited to and di-
rectly a consequence of such amendments. 
Passed the House of Representatives March 26, 
2012. 
Attest: 
KAREN L. HAAS, 
Clerk. 
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Calendar No. 343 
112TH CONGRESS 
2D SESSION 
H. R. 2779 
AN ACT 
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. 
MARCH 28, 2012 
Read the second time and placed on the calendar 
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