UNITED STATES OF AMERICA

Before the

COMMODITY FUTURES TRADING COMMISSION

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In the Matter of: 

Refinitiv US SEF LLC, 

Respondent.

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CFTC Docket No. 21-16

ORDER INSTITUTING PROCEEDINGS PURSUANT TO 

SECTION 6b OF THE COMMODITY EXCHANGE ACT,

MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS

I. INTRODUCTION

The Commodity Futures Trading Commission (“Commission” or “CFTC”) has reason to 

believe that Refinitiv US SEF LLC (“Refinitiv” or “Respondent”), from at least February 2016 

through August 2020 (the “Relevant Period”), violated Sections 2(a)(13)(G) and 4r(a)(1) of the 

Commodity Exchange Act (“CEA” or “Act”), 7 U.S.C. §§ 2(a)(13)(G), 6r(a)(1) (2018), and 

Commission Regulation (“Regulation”) 45.3, 17 C.F.R. § 45.3 (2020). Therefore, the 

Commission deems it appropriate and in the public interest that public administrative 

proceedings be, and hereby are, instituted to determine whether Respondent engaged in the 

violations set forth herein and to determine whether any order should be issued imposing 

remedial sanctions.

In anticipation of the institution of an administrative proceeding, Respondent has 

submitted an Offer of Settlement (“Offer”), which the Commission has determined to accept. 

Without admitting or denying any of the findings or conclusions herein, Respondent consents to 

the entry of this Order Instituting Proceedings Pursuant to Section 6b of the Act, Making 

Findings, and Imposing Remedial Sanctions (“Order”), and acknowledges service of this Order.1

1 Respondent consents to the use of the findings of fact and conclusions of law in this Order in this proceeding and 

in any other proceeding brought by the Commission or to which the Commission is a party or claimant, and agrees 

that they shall be taken as true and correct and given preclusive effect therein, without further proof. Respondent 

does not consent, however, to the use of this Order, or the findings or conclusions herein, as the sole basis for any 

other proceeding brought by the Commission or to which the Commission is a party, other than: a proceeding in 

bankruptcy or receivership; or a proceeding to enforce the terms of this Order. Respondent does not consent to the 

use of the Offer or this Order, or the findings or conclusions in this Order, by any other party in any other 

proceeding.
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II. FINDINGS

The Commission finds the following: 

A. SUMMARY

Reporting is at the heart of the Commission’s market and financial surveillance 

programs, which are critical to the Commission’s mission to protect market participants and 

promote market integrity. Accurate swap data is thus essential to effective fulfillment of the 

regulatory functions of the Commission, including meaningful surveillance and enforcement 

programs. 

As a swap execution facility (“SEF”), Refinitiv is required to comply with certain

reporting requirements related to swap transactions it executes. For example, Part 45 of the 

Regulations, 17 C.F.R. pt. 45 (2020), specifies requirements for reporting of swap creation and 

continuation data to a registered swap data repository (“SDR”). During the Relevant Period

Refinitiv violated Sections 2(a)(13)(G) and 4r(a)(1) of the Act, 7 U.S.C. §§ 2(a)(13)(G), 6r(a)(1) 

(2018), and Regulation 45.3, 17 C.F.R. § 45.3 (2020), by failing to report to an SDR swap 

creation data related to two primary economic terms for hundreds of thousands of swap 

transactions. 

In accepting Respondent’s Offer, the Commission recognizes the self-reporting and 

substantial cooperation of Refinitiv in connection with the Division of Enforcement’s (the 

“Division”) investigation of this matter. The Commission also acknowledges Respondent’s

representations concerning its remediation in connection with this matter. The Commission’s 

recognition of Respondent’s self-reporting, substantial cooperation, and appropriate remediation 

is further reflected in the form of a substantially reduced penalty. 

B. RESPONDENT

Refinitiv and its predecessor entity have operated a SEF since October 2013. Refinitiv’s 

predecessor entity received its provisional registration on September 27, 2013 and its full 

registration on January 22, 2016. Refinitiv operated under the name of its predecessor entity 

between September 2013 and February 2019. 

C. FACTS 

1. Refinitiv’s Failure to Correctly Report Swap Transactions to an SDR 

Since receiving its provisional registration, Refinitiv failed to implement processes and 

controls to ensure that its swap data reporting met the requirements of Part 45 of the Regulations, 

17 C.F.R. pt. 45 (2020). Rather than designing its reporting systems to meet these requirements, 

Refinitiv designed its reporting systems to meet the specifications of its SDR, which identified 

certain fields required by Part 45 as optional. 

As a result, during the Relevant Period, Refinitiv failed to report certain swap creation 

data for hundreds of thousands of trades. The missing swap creation data includes Part 45 

primary economic terms such as the financial entity status and the U.S. person indicator for each 
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counterparty (the “Missing Swap Data”). 

On multiple occasions, Refinitiv knew, or had reason to suspect, that it was not 

complying with Part 45 reporting requirements but failed to detect and remedy its 

noncompliance. For example, Refinitiv acknowledged in its 2013 annual Chief Compliance 

Officer report required by Regulation 37.1501(e), 17 C.F.R. § 37.1501(e) (2020), that Refinitiv: 

(1) had failed to report whether and to what extent swaps were collateralized, another Part 45 

primary economic term; (2) had reason to suspect that its reporting systems were failing to report 

other required swap data; and (3) would undertake a compliance review of its reporting systems 

to address those suspicions. This compliance review of its reporting systems was completed ten 

months later (the “2015 Compliance Review”) during Refinitiv’s application for full registration, 

and failed to detect Refinitiv’s ongoing reporting failures. As a result, Refinitiv’s reporting 

failures continued until August 2020. 

Refinitiv took steps to address its reporting failures only after they were reported to 

Refinitiv by two of its clients. First, on April 20, 2020, Client A informed its Refinitiv 

relationship manager that the National Futures Association (“NFA”) had found that Refinitiv was 

not reporting the Missing Swap Data to its SDR for trades Client A executed on Refinitiv. The 

Refinitiv relationship manager escalated the matter to Refinitiv compliance staff who mistakenly 

concluded that the Missing Swap Data was not required by Part 45. In reaching that conclusion, 

Refinitiv compliance staff failed to review or consider the requirements of Part 45. Instead, 

Refinitiv compliance staff simply reviewed swap data Refinitiv sent its SDR the previous day, 

which omitted the Missing Swap Data (though it contained empty fields which should have 

contained the Missing Swap Data), and assumed on that basis that the NFA and Client A were 

mistaken, and that the Missing Swap Data was not required to be reported. Refinitiv took no 

further steps to address the reporting issue identified by Client A. 

Second, on May 11, 2020, Client B informed a Refinitiv transactions specialist that 

Refinitiv was not reporting the Missing Swap Data to its SDR for trades Client B executed on 

Refinitiv. The matter was escalated to Refinitiv compliance staff, who again failed to address 

the issue. Refinitiv compliance staff—instead of reviewing the requirements of Part 45—relied 

on a document prepared in connection with the 2015 Compliance Review. That document also 

mistakenly concluded that the Missing Swap Data need not be reported to an SDR. Refinitiv 

compliance staff then again mistakenly concluded that the Missing Swap Data was not required

and Refinitiv took no further steps to address the reporting issue identified by Client B. 

On May 18, 2020, Refinitiv expressed to Client A its disagreement with the NFA’s 

assessment. Client A directed Refinitiv to the relevant provisions of Part 45. Only then did 

Refinitiv begin to take steps to address its reporting failures. 
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2. Refinitiv’s Self-Reporting and Cooperation with the Division’s Investigation 

Refinitiv self-reported its swaps data reporting failures to the Commission first by 

contacting the Division of Market Oversight on June 4, 2020 and then by contacting the Division 

on July 20, 2020. Afterwards, Refinitiv cooperated substantially with the investigation the 

Division opened in response. Among other things, Refinitiv conducted an internal investigation 

and provided specific and detailed information to the Division regarding the reporting 

deficiencies its internal investigation and external audit revealed. 

Refinitiv also represents that it has taken substantial steps towards remediation, 

including: (1) system updates resolving the reporting failures; (2) back-reporting all Missing 

Swap Data; (3) hiring outside counsel to investigate the cause of the reporting failures; 

(4) conducting an internal audit of Refinitiv’s reporting systems; (5) hiring an external consultant 

to perform a review of Refinitiv’s policies and procedures, assess compliance issues, and 

propose improvements; (6) providing additional training on reporting requirements; and 

(7) developing a plan to implement the improvements recommended by the external consultant, 

including changes to governance and process, and the creation of new policies and procedures 

that address trade reporting.

III. LEGAL DISCUSSION

A. Refinitiv Failed to Report Certain Required Swap Data in Violation of

Sections 2(a)(13)(G) and 4r(a)(1) of the Act and Regulation 45.3 

 

Sections 2(a)(13)(G) and 4r(a)(1) of the Act, 7 U.S.C. §§ 2(a)(13)(G), 6r(a)(1) (2018), 

require that swaps be reported to SDRs. Section 21(b)(1)-(3) of the Act, 7 U.S.C. § 24a(b)(1)-(3)

(2018), directs the Commission to prescribe standards for swap data recordkeeping and 

reporting. Part 45 of the Regulations, 17 C.F.R. pt. 45 (2020), implements the swap data 

reporting rules by, among other things, setting forth the swap data elements that must be reported 

to SDRs, including primary economic terms and confirmation data. See, e.g., Regulations 45.1, 

45.3, pt. 45, app. 1, 17 C.F.R. §§ 45.1, 45.3, pt. 45, app. 1. 

These swap data reporting provisions were designed to enhance transparency, promote 

standardization, and reduce systemic risk. The accuracy and completeness of swap reporting are 

critical to the Commission’s mission to protect market participants and to ensure market 

integrity. See, e.g., In re Ice Futures U.S., CFTC No. 15-17, 2015 WL 1276463, at *1, *5 (Mar. 

16, 2015) (consent order). 

During the Relevant Period, Refinitiv failed to report to an SDR the Missing Swap Data 

for hundreds of thousands of swaps transactions. As a result of these reporting failures, Refinitiv 

violated Sections 2(a)(13)(G) and 4r(a)(1) of the Act and Regulation 45.3. 

B. Refinitiv’s Liability for the Acts of Its Employees

Section 2(a)(1)(B) of the Act, 7 U.S.C. § 2(a)(1)(B) (2018), and Regulation 1.2, 

17 C.F.R. § 1.2 (2020), provide that the act, omission, or failure of any official, agent, or other 
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person acting for any individual, association, partnership, corporation, or trust within the scope 

of his employment or office shall be deemed the act, omission, or failure of such individual, 

association, partnership, corporation, or trust. Pursuant to Section 2(a)(1)(B) of the Act and 

Regulation 1.2, strict liability is imposed on principals for the actions of their agents. See, e.g., 

Dohmen-Ramirez & Wellington Advisory, Inc. v. CFTC, 837 F.2d 847, 857-58 (9th Cir. 1988); 

Rosenthal & Co. v. CFTC, 802 F.2d 963, 966 (7th Cir. 1986). 

The foregoing acts, omissions, and failures of Refinitiv’s employees occurred within the 

scope of their employment, office, or agency with Refinitiv; therefore, pursuant to Section 

2(a)(1)(B) of the Act, and Regulation 1.2, Refinitiv is liable for those acts, omissions, and 

failures in violation of the Act and Regulations. 

IV. FINDINGS OF VIOLATIONS

Based on the foregoing, the Commission finds that Respondent violated Sections 

2(a)(13)(G) and 4r(a)(1) of the Act, 7 U.S.C. §§ 2(a)(13)(G), 6r(a)(1) (2018), and Regulation 

45.3, 17 C.F.R. § 45.3 (2020). 

V. OFFER OF SETTLEMENT

 Respondent has submitted the Offer in which it, without admitting or denying the 

findings and conclusions herein: 

A. Acknowledges receipt of service of this Order; 

B. Admits the jurisdiction of the Commission to all the matters set forth in this Order and for 

any action or proceeding brought or authorized by the Commission based on a violation 

of or enforcement of this Order; 

C. Waives: 

1. The filing and service of a complaint and notice of hearing; 

2. A hearing; 

3. All post-hearing procedures; 

4. Judicial review by any court; 

5. Any and all objections to the participation by any member of the Commission’s 

 staff in the Commission’s consideration of the Offer; 

6. Any and all claims that it may possess under the Equal Access to Justice Act,

5 U.S.C. § 504 (2018) and 28 U.S.C. § 2412 (2018), and/or the rules promulgated 

by the Commission in conformity therewith, Part 148 of the Regulations, 

17 C.F.R. pt. 148 (2020), relating to, or arising from, this proceeding; 

7. Any and all claims that it may possess under the Small Business Regulatory 
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Enforcement Fairness Act of 1996, (“SBREFA”), Pub. L. No. 104-121, tit. II, 

§§ 201−253, 110 Stat 847-74 (codified as amended in scattered sections of 

5 U.S.C. and 15 U.S.C.), relating to, or arising from, this proceeding; and 

8. Any claims of Double Jeopardy based upon the institution of this proceeding or 

the entry in this proceeding of any order imposing a civil monetary penalty or any 

other relief, including this Order; 

D. Stipulates that the record basis on which this Order is entered shall consist solely of the 

findings contained in this Order to which Respondent has consented in the Offer; and 

E. Consents, solely on the basis of the Offer, to the Commission’s entry of this Order that: 

1. Makes findings by the Commission that Respondent violated Sections

2(a)(13)(G), 4r(a)(1) of the Act, 7 U.S.C. §§ 2(a)(13)(G), 6r(a)(1) (2018), and 

Regulation 45.3, 17 C.F.R. § 45.3 (2020); 

2. Orders Respondent to cease and desist from violating Sections 2(a)(13)(G) and 

4r(a)(1) of the Act and Regulation 45.3; 

3. Orders Respondent to pay a civil monetary penalty in the amount of $650,000, 

plus post-judgment interest within ten days of the date of entry of this Order; and

4. Orders Respondent and its successors and assigns to comply with the conditions 

and undertakings consented to in the Offer and set forth in Part VI of this Order. 

Upon consideration, the Commission has determined to accept the Offer. 

VI. ORDER

Accordingly, IT IS HEREBY ORDERED THAT: 

 

A. Respondent shall cease and desist from violating Sections 2(a)(13)(G) and 4r(a)(1) of the 

Act, 7 U.S.C. §§ 2(a)(13)(G), 6r(a)(1) (2018), and Regulation 45.3, 17 C.F.R. § 45.3 

(2020). 

B. Respondent shall pay a civil monetary penalty in the amount of $650,000, (“CMP 

Obligation”). If the CMP Obligation is not paid in full within ten days of the date of 

entry of the Order, then post-judgment interest shall accrue on the CMP Obligation 

beginning on the date of entry of the Order and shall be determined by using the Treasury 

Bill rate prevailing on the date of entry of the Order pursuant to 28 U.S.C. § 1961 (2018).

Respondent shall pay the CMP Obligation and any post-judgment interest by electronic 

funds transfer, U.S. postal money order, certified check, bank cashier’s check, or bank 

money order. If payment is to be made other than by electronic funds transfer, 

Respondent shall make the payment payable to the Commodity Futures Trading 

Commission, and sent to the address below: 
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CFTC

C/O ESC/AMK-326; RM 265 

6500 S. MacArthur Blvd. 

Oklahoma City, OK 73169 

(405) 954-6569 office

(405) 954-1620 facsimile

9-AMC-AR-CFTC@faa.gov

If payment is to be made by electronic transfer, Respondent shall contact Marie Thorne 

or her successor at the above address to receive payment instructions and shall fully 

comply with those instructions. Respondent shall accompany payment of the CMP 

Obligation with a cover letter that identifies Respondent and the name and docket number 

of this proceeding. Respondent shall simultaneously transmit copies of the cover letter 

and the form of payment to the Chief Financial Officer, Commodity Futures Trading 

Commission, Three Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 20581. 

C. Respondent and its successors and assigns shall comply with the following conditions 

and undertakings set forth in the Offer: 

1. Remediation: Respondent will continue to implement and improve its internal 

controls and procedures in a manner reasonably designed to ensure the accuracy 

and integrity of its swaps reporting; and to remediate the currently known swap 

reporting deficiencies, including those that are the subject matter of this Order. 

Specifically, Respondent undertakes to: 

a. Enhance Respondent’s supervisory program, policies, procedures and 

controls in a manner reasonably designed to ensure compliance with the 

reporting requirements of Section 2(a)(13)(G) and 4r(a)(1) of the Act and 

Parts 43 and 45 of the Regulations, 17 C.F.R. pts. 43, 45 (2020); and, 

b. Provide additional training to relevant personnel on the reporting 

requirements of Section 2(a)(13)(G) and 4r(a)(1) of the Act and Parts 43 

and 45 of the Regulations. 

2. Compliance with Undertakings: Within 120 days of the entry of this Order, 

Respondent shall make a report to the Division explaining its progress towards 

compliance with the Undertakings set forth herein. Within one year of the entry 

of this Order, Respondent shall submit a report to the Division, explaining how it 

has complied with the Undertakings set forth herein. The report shall attach 

copies of and describe the internal controls, policies and procedures that have 

been designed and implemented to satisfy the Undertakings, along with a report 

on the status of the remediation efforts. 

3. Public Statements: Respondent agrees that neither it nor any of its successors or 

assigns, agents or employees under its authority or control shall take any action or 

make any public statement denying, directly or indirectly, any findings or 

conclusions in this Order or creating, or tending to create, the impression that this 
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Order is without factual basis; provided, however, that nothing in this provision 

shall affect Respondent’s: (i) testimonial obligations; or (ii) right to take legal 

positions in other proceedings to which the Commission is not a party. 

Respondent and its successors and assigns shall undertake all steps necessary to 

ensure that all of its agents and/or employees under its authority or control 

understand and comply with this agreement. 

D. Cooperation, in General: Respondent shall cooperate fully and expeditiously with the 

Commission, including the Division and any other governmental agency in this action, 

and in any current or future Commission investigation, civil litigation, or administrative 

matter related to the subject matter of this action or any current or future Commission 

investigation related thereto for a period of three years. As part of such cooperation, 

Respondent agrees to: 

1. preserve and produce to the Commission in a responsive and prompt manner, as 

requested by the Division’s staff, all non-privileged documents, information, and 

other materials wherever located, subject to applicable laws and regulations, in

the possession, custody, or control of Respondent; 

2. accept service by mail, electronic mail, or facsimile transmission of notices or

subpoenas for documents and/or testimony at depositions, hearings, or trials; 

3. appoint Respondent’s attorney as agent to receive service of such notices and 

subpoenas; and 

4. waive the territorial limits on service contained in Rule 45 of the Federal Rules of

Civil Procedure and any applicable local rules in connection with requests or 

subpoenas of the Division’s staff. 

E. Partial Satisfaction: Respondent understands and agrees that any acceptance by the 

Commission of any partial payment of Respondent’s CMP Obligation shall not be 

deemed a waiver of its obligation to make further payments pursuant to this Order, or a 

waiver of the Commission’s right to seek to compel payment of any remaining balance.

F. Change of Address/Phone: Until such time as Respondent satisfies in full its CMP 

Obligation as set forth in this Order, Respondent shall provide written notice to the 

Commission by certified mail of any change to its telephone number and mailing address 

within ten calendar days of the change. 

G. Until such time as Respondent satisfies in full its CMP Obligation, upon the 

commencement by or against Respondent of insolvency, receivership or bankruptcy 

proceedings or any other proceedings for the settlement of Respondent debts, all notices 

to creditors required to be furnished to the Commission under Title 11 of the United 

States Code or other applicable law with respect to such insolvency, receivership 

bankruptcy or other proceedings, shall be sent to the address below: 
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Secretary of the Commission

Legal Division

Commodity Futures Trading Commission

Three Lafayette Centre 

1155 21st Street N.W. 

Washington, DC 20581 

The provisions of this Order shall be effective on this date.

By the Commission.

_________________________________ 

Robert N. Sidman

Deputy Secretary of the Commission

Commodity Futures Trading Commission

Dated: September 27, 2021