TABLE OF CONTENTS

I. Who Does the Dodd-Frank Act Impact? ...1

A. Major Swap Participants...1

1. Category 1: Substantial Position in Swap Categories ...1

2. Category 2: Substantial Counterparty Exposure ...2

3. Category 3: Highly-Leveraged Financial Entities...3

B. Swap Dealers...3

1. Statutory Definition and CFTC Guidance...3

2. Exclusions to the Definition of “Swap Dealer”...4

C. End Users that Enter Into Swaps...4

1. Who is an “End User”?...5

2. What is a “Swap”?...6

3. How Are End Users Impacted by the Act? ...7

II. What Should Energy Traders Do to Prepare for the Act?...13

A. Evaluate Internal Systems, Processes and Personnel...13

B. Analyze the Cost of Compliance With the Act...13

C. Analyze the Cost of Alternatives to Compliance With the Act ...14

III. Where Will the Act End Up? ...15

A. Implementation Delays ...15

1. Delayed Effective Date for Certain Swap Regulations ...15

2. Timeline of Final CFTC Rules ...16

B. Legal Challenges....17

1. Court of Appeals Strikes Down SEC Rule Under Dodd-Frank ...18

2. CFTC Rethinks Cost-Benefit Analysis ...18

C. Other Factors...19

1. Budget Fights in Washington ...19

2. Derivatives Attorney as New CFTC Director ...20

IV. Conclusion ...20