UNITED STATES OF AMERICA 

Before the 

COMMODITY FUTURES TRADING COMMISSION 

In the Matter of: 

Citibank, N.A.; Citigroup Energy 

Inc.; and Citigroup Global Markets 

Inc., 

Respondents. 

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CFTC Docket No. 22-46

ORDER INSTITUTING PROCEEDINGS PURSUANT TO 

SECTION 6(c) AND (d) OF THE COMMODITY EXCHANGE ACT, MAKING 

FINDINGS, AND IMPOSING REMEDIAL SANCTIONS

I. INTRODUCTION

The Commodity Futures Trading Commission (“Commission”) has reason to believe that 

from at least 2017 to the present (“Relevant Period”), Citibank, N.A., Citigroup Energy Inc., and 

Citigroup Global Markets Inc. (collectively, “Citi” or “Respondents”) violated, as set forth 

below, Sections 4g, 4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Commodity Exchange 

Act (“Act”), 7 U.S.C. §§ 6g, 6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), and Commission Regulations 

(“Regulations”) 1.31, 1.35, 23.201(a), 23.202(a)(1) and (b)(1), 23.602(a), and 166.3, 17 C.F.R. 

§§ 1.31, 1.35, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a), 166.3 (2021). Therefore, the

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

proceedings be, and hereby are, instituted to determine whether Respondents 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, Respondents have 

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

Respondents admit the facts set forth in Section II below, acknowledge that their conduct 

violated the Act and Regulations and consent to the entry of this Order Instituting Proceedings 

Pursuant to Section 6(c) and (d) of the Commodity Exchange Act, Making Findings, and 

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

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 Respondents agree that the findings of fact and conclusions of law in this Order shall be taken as true and correct 

and be given preclusive effect without further proof in this proceeding and any other proceeding brought by the 

Commission or to which the Commission is a party or claimant, including but not limited to, a proceeding in 
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II. FINDINGS 

The Commission finds the following: 

A. SUMMARY 

 The Act and Regulations impose recordkeeping and supervision requirements on 

Commission registrants to ensure that they responsibly discharge their crucial role in our 

markets. Compliance with these requirements is essential to the Commission’s efforts to 

promote the integrity, resilience, and vibrancy of the U.S. derivatives markets through sound 

regulation. 

During the course of a Commission investigation into certain of Citi’s trading, 

Commission staff issued subpoenas to Citi for certain communications. Separately Commission 

staff became aware of Citi employee use of unapproved communications methods for business 

conversations. 

In or about March 2022, Commission staff brought the use of unapproved 

communication methods by certain of Citi’s traders to Citi’s attention. Thereafter, Citi notified 

Commission staff that the firm was aware of widespread and longstanding use by Citi employees 

of unapproved methods to engage in business-related communications. 

 

 The Commission’s subsequent investigation with respect to Citi’s employee use of 

unapproved methods of communication revealed that, during the Relevant Period, Citi 

employees, including those at senior levels, had business-related communications both internally 

and externally using unapproved methods, including via personal text messages and WhatsApp 

messages. These written communications were sent and received by Citi employees and 

included messages related to Citi’s businesses as Commission registrants that were required to be 

maintained under Commission-mandated recordkeeping requirements. These written 

communications via unapproved methods generally were not maintained and preserved by Citi, 

and Citi generally would not have been able to furnish the communications promptly to a 

Commission representative if and when requested. As a result, Citi violated, as set forth below, 

Sections 4g, 4s(f)(1)(C), and 4s(g)(1) and (3) of the Act, 7 U.S.C. §§ 6g, 6s(f)(1)(C), 6s(g)(1), 

(3), and Regulations 1.31, 1.35, 23.201(a), and 23.202(a)(1) and (b)(1), 17 C.F.R. §§ 1.31, 1.35, 

23.201(a), 23.202(a)(1), (b)(1) (2021). 

 In addition, the widespread use of unauthorized communication methods by Citi’s 

employees to conduct firm business violated Citi’s own policies and procedures, which 

prohibited such communications. Citi did not maintain adequate internal controls with respect to 

the use of unapproved communication methods for business-related communications. Indeed, 

some of the very same supervisory personnel at Citi responsible for ensuring compliance with 

Citi’s policies and procedures themselves utilized unapproved methods of communication to 

engage in business-related communications, in violation of firm policy. Because Citi failed to 

implement a diligent supervisory system to ensure compliance with Commission recordkeeping 

 

bankruptcy or receivership. Respondents do 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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requirements and the firm’s own policies and procedures, and because the widespread use of 

unauthorized communication methods resulted in the firm’s failure to maintain Commissionrequired records, Citi failed to diligently supervise matters related to its business as a 

Commission registrant in violation of Section 4s(h)(1)(B) of the Act, 7 U.S.C. § 6s(h)(1)(B), and 

Regulations 166.3 and 23.602(a), 17 C.F.R. §§ 166.3, 23.602(a) (2021), as set forth below. 

B. RESPONDENTS 

Citibank, N.A. is a national banking association with its main office in New York City. 

Citibank, N.A. is provisionally registered with the Commission as a swap dealer and provides 

consumer finance, investment banking, commercial banking, and other services.

Citigroup Energy Inc. has been provisionally registered with the Commission as a swap 

dealer since 2012. Citigroup Energy Inc. has its headquarters in Houston, Texas. 

Citigroup Global Markets Inc. is a company with its principal place of business in New 

York City. Citigroup Global Markets Inc. is registered with the Commission as a Futures 

Commission Merchant (“FCM”) and is provisionally registered with the Commission as a swap 

dealer.

C. FACTS 

During the course of a Commission investigation into certain of Citi’s trading, 

Commission staff issued subpoenas to Citi for specified communications. Separately, 

Commission staff became aware of Citi employee use of unapproved communication methods 

for business conversations. Although certain of those communications via unapproved methods 

included one or more Citi employees who were identified by name in the Commission’s 

subpoenas, Citi did not collect, search, or review those messages to assess whether such 

communications were responsive to the Commission’s subpoenas because the messages were 

sent or received through unapproved communication methods on those employees’ personal 

devices. 

In or about March 2022, Commission staff notified Citi that the Commission was aware 

that certain of Citi’s traders had business-related communications via unapproved 

communication methods, including personal text and WhatsApp messages, that were apparently 

not surveilled and maintained by Citi. In response to Commission staff’s questions regarding 

Citi employees’ use of unapproved communication methods on those employees’ personal 

devices, Citi disclosed that it had conducted a review of the use of unapproved communications 

methods by its employees. That review demonstrated that there was widespread and 

longstanding use of unapproved communication methods by employees—including senior-level 

employees—to engage in firm business, including relating to trading in CFTC regulated 

derivatives markets. 

Importantly, during the Relevant Period, Citi policies and procedures broadly prohibited 

employees from using unapproved communication methods, such as personal text messages and 

WhatsApp, to engage in business-related communications. 
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Messages sent through Citi-approved communications methods were monitored, subject 

to review, and when appropriate, archived. By contrast, messages sent using unapproved 

communication methods, including over personal WhatsApp, email, and text messages, were 

generally not monitored, subject to review, or archived. 

As a result of Citi’s failure to ensure that employees—including supervisors and seniorlevel employees—complied with the firm’s communications policies and procedures, Citi failed 

to maintain thousands of business-related communications, including communications in 

connection with its commodities and swaps businesses, and thus failed diligently to supervise its 

businesses as Commission registrants. These supervision failures resulted in the widespread use 

of unapproved methods of communication by many Citi employees in violation of the firm’s 

policies and procedures, as well as a widespread failure to maintain certain records required to be 

maintained pursuant to Commission recordkeeping requirements. 

A sampling analysis, for example, of the personal devices of thirty-six Citi employees, 

including twenty-six associated persons of Citi’s swap dealer or Futures Commission Merchant 

businesses, illustrates the breadth of Citi’s supervision and recordkeeping failures. Of those 

thirty-six employees, who ranged in seniority from Analyst to Managing Director, the vast 

majority had violated Citi’s communications policies and procedures by using personal text 

message and other unapproved methods to communicate with brokers, coworkers, and market 

participants. Further, those employees’ communications revealed that hundreds more Citi 

employees (including numerous managing directors and senior supervisors) conducted firm 

business via unapproved methods (including in thousands of text and WhatsApp messages). 

The Commission’s investigation identified that certain communications by Citi 

employees using unapproved communication methods constituted records that were required to 

be kept pursuant to Commission recordkeeping requirements, but were not preserved and 

maintained by Citi. Commission staff informed Citi that staff obtained communications from a 

third party that reflected Citi employee use of unapproved communication methods for business 

conversations. 

Citi’s recordkeeping and supervision failures were firm-wide and involved employees at 

all levels of authority. Moreover, employees’ use of unapproved communication methods was 

not hidden within the firm. To the contrary, certain supervisors—the very people responsible for 

supervising employees to prevent this misconduct—routinely communicated using unapproved 

methods on their personal devices. In fact, managing directors and senior supervisors 

responsible for implementing Citi’s policies and procedures, and for overseeing employees’ 

compliance with those policies and procedures, themselves failed to comply with firm policies 

by communicating using unapproved methods on their personal devices about the firm’s 

Commission-regulated businesses. 

 
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III. LEGAL DISCUSSION 

A. Citibank, N.A., Citigroup Energy Inc., and Citigroup Global Markets Inc.’s 

Failure to Maintain Required Records in Violation of Sections 4s(f)(1)(C) 

and 4s(g)(1) and (3) of the Act and Regulations 23.201(a) and 23.202(a)(1) 

and (b)(1) 

Section 4s(f)(1)(C) of the Act obligates swap dealers to keep “books and records of all 

activities related to its business as a swap dealer . . . in such form and manner and for such period 

as may be prescribed by the Commission by rule or regulation” and those books and records 

must be kept “open to inspection and examination by any representative of the Commission.” 

7 U.S.C. § 6s(f)(1)(C); see also Section 4s(g)(1) and (3) of the Act, 7 U.S.C. § 6s(g)(1), (3) 

(requiring swap dealers to keep daily trading and counterparty records). These statutes are 

implemented, among other places, at Regulations 23.201(a) and 23.202(a)(1) and (b)(1), 

17 C.F.R. §§ 23.201(a), 23.202(a)(1), (b)(1) (2021). 

Regulation 23.201(a) obligates a swap dealer to “keep full, complete, and systematic 

records, together with all pertinent data and memoranda, of all its swaps activities,” including 

“[r]ecords of each transaction, including all documents on which transaction information is 

originally recorded.” Regulation 23.202(a)(1) and (b)(1) requires, in relevant part, every swap 

dealer to keep daily trading records of all swaps and related cash and forward transactions it 

executes including, specifically, a record of oral and written communications provided or 

received concerning quotes, solicitations, bids, offers, instructions, trading, and prices that led to 

the execution of a swap transaction or the conclusion of a related cash or forward transaction. 

During the Relevant Period, as a result of the widespread employee use of unapproved 

communication methods, Citi failed to maintain Commission-required transaction records and 

pre-execution communications. By this conduct, Citi violated Sections 4s(f)(1)(C) and 4s(g)(1) 

and (3) of the Act and Regulations 23.201(a) and 23.202(a)(1) and (b)(1). 

B. Citigroup Global Markets Inc.’s Failure to Keep Required Records in 

Violation of Section 4g of the Act and Regulation 1.35 

Section 4g of the Act requires FCMs and other registrants to create and keep books and 

records pertaining to transactions and positions in such form and manner and for such period as 

may be required by the Commission. 7 U.S.C. § 6g. Regulation 1.35(a)(1), 17 C.F.R. 

§ 1.35(a)(1) (2021), sets forth some of the books and records that are required to be created and 

maintained by FCMs. Specifically, an FCM must: 

(i) Keep full, complete, and systematic records . . . of all transactions relating to 

its business of dealing in commodity interests . . . which shall include all orders 

(filled, unfilled, or canceled), . . . and all other records, which have been prepared 

in the course of its business of dealing in commodity interests . . . . 

 

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(iii) Keep all oral and written communications provided or received concerning 

quotes, solicitations, bids, offers, instructions, trading, and prices that lead to the 

execution of a transaction in a commodity interest . . . whether transmitted by 

telephone, voicemail, facsimile, instant messaging, chat rooms, electronic mail, 

mobile device, or other digital or electronic media . . . . 

With the exception of pre-trade communications, all such records are required to be “kept in a 

form and manner that allows for the identification of a particular transaction.” Regulation 

1.35(a)(5), 17 C.F.R. § 1.35(a)(5) (2021). 

As a result of the widespread use of unapproved methods of communication by firm 

employees, which communications were not preserved and maintained, Citigroup Global 

Markets Inc. failed to keep full, complete, and systematic records of all transactions relating to 

its business of dealing in commodity interests, in violation of Section 4g of the Act and 

Regulation 1.35.

C. Citibank, N.A., Citigroup Energy Inc., and Citigroup Global Markets Inc.’s 

Failure to Keep Records in Required Manner in Violation of Regulation 1.31 

Regulation 1.31(b)(4), 17 C.F.R. § 1.31(b)(4) (2021), requires that registrants keep all 

books and records that are required to be maintained under the Act and Regulations in such 

manner as to make them “readily accessible” for a period of two years for paper records and for 

the duration of the retention period for electronic records. Upon request of the Commission, all 

of these documents are required to be “promptly” produced. Regulation 1.31(d), 17 C.F.R. 

§ 1.31(d) (2021). Regulation 23.203(b)(1), 17 C.F.R. § 23.203(b)(1) (2021), requires that 

records required to be kept pursuant to Part 23 of the Regulations, be kept in accordance with 

Regulation 1.31, 17 C.F.R. § 1.31 (2021). 

By failing to keep all Commission-required records in such a manner as to make them 

“readily accessible,” Citi violated Regulation 1.31. 

D. Citibank, N.A., Citigroup Energy Inc., and Citigroup Global Markets Inc.’s 

Failure to Supervise Diligently in Violation of Section 4s(h)(1)(B) of the Act 

and Regulation 23.602(a) 

Section 4s(h)(1)(B) of the Act, 7 U.S.C. § 6s(h)(1)(B), requires “diligent supervision of 

the business of the registered swap dealer[.]” Regulation 23.602(a) requires that each swap 

dealer “shall establish and maintain a system to supervise, and shall diligently supervise, all 

activities relating to its business performed by its partners, members, officers, employees, and 

agents (or persons occupying a similar status or performing a similar function).” 17 C.F.R. 

§ 23.602(a) (2021). The operative language of Regulation 23.602(a) is similar to the language of 

the Commission’s longstanding supervision regulation for futures and options, Regulation 166.3, 

17 C.F.R. § 166.3 (2021). 

Under Regulation 23.602(a), a violation is demonstrated by showing either that: (1) the 

registrant’s supervisory system was generally inadequate; or (2) the registrant failed to perform 
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its supervisory duties diligently. See In re JPMorgan Chase Bank, N.A., CFTC No. 22-07, 2021 

WL 6098347, at *6 (Dec. 17, 2021) (consent order); see also In re Commerzbank AG, CFTC No. 

19-03, 2018 WL 5921385, at *10-11 (Nov. 8, 2018) (consent order) (noting textual similarities 

between Regulation 23.602 and Regulation 166.3, applying case law concerning Regulation 

166.3, and citing In re Murlas Commodities, Inc., CFTC No. 85-29, 1995 WL 523563, at *9 

(Sept. 1, 1995), and In re Paragon Futures Assoc., CFTC No. 88-18, 1992 WL 74261, at *14 

(Apr. 1, 1992)); In re INTL FCStone Markets, LLC, CFTC No. 15-27, 2015 WL 4980321, at *3 

(Aug. 19, 2015) (consent order) (same). Either showing “alone is sufficient to establish a 

violation of the supervision requirement.” Commerzbank, 2018 WL 5921385, at *10 

(interpreting Regulation 23.602 in light of Regulation 166.3 precedents). No evidence of an 

underlying violation is necessary. In re Collins, CFTC No. 94-13, 1997 WL 761927, at *10 

(Dec. 10, 1997) (interpreting Regulation 166.3). Evidence of violations that “‘should be detected 

by a diligent system of supervision, either because of the nature of the violations or because the 

violations have occurred repeatedly,’ is probative of a failure to supervise.” See In re Bank of 

Nova Scotia, CFTC No. 20-26, 2020 WL 4926053, at *10 (Aug. 19, 2020) (consent order) 

(quoting In re Société Générale Int’l Ltd., CFTC No. 19-38, 2009 WL 4915485, at *7 (Sept. 30, 

2019) (consent order)). 

Citi failed to supervise their swap dealer business activities diligently during the Relevant 

Period. Citi failed to maintain an adequate supervisory system to ensure that employees did not 

utilize unapproved methods to engage in communications relating to firm business, including the 

swap dealer business. Citi’s failure to supervise is demonstrated by its failure to detect, prevent, 

and remediate repeated violations of the Commission’s recordkeeping requirements and firm 

policies and procedures. Supervisory personnel failed to ensure that employees complied with 

Citi’s Commission recordkeeping obligations and firm communications policies and in some 

instances themselves violated the policies. These supervision failures also resulted in the failure 

to keep and maintain Commission-required records and the failure to maintain the records in 

such a manner as to make them readily available. By this conduct, Citi failed to supervise 

diligently their officers, employees, and agents, in violation of Section 4s(h)(1)(B) of the Act and 

Regulation 23.602(a).

E. Citigroup Global Markets Inc.’s Failure to Diligently Supervise in Violation 

of Regulation 166.3 

Regulation 166.3 states: 

Each Commission registrant, except an associated person who has no supervisory 

duties, must diligently supervise the handling by its partners, officers, employees 

and agents (or persons occupying a similar status or performing a similar 

function) of all commodity interest accounts carried, operated, advised or 

introduced by the registrant and all other activities of its partners, officers, 

employees and agents (or persons occupying a similar status or performing a 

similar function) relating to its business as a Commission registrant. 

17 C.F.R. § 166.3 (2021). 
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A violation under Regulation 166.3 is an independent violation for which no underlying 

violation is necessary. See Collins, 1997 WL 761927, at *10. A violation of Regulation 166.3 is 

demonstrated by showing either that: (1) the registrant’s supervisory system was generally 

inadequate; or (2) the registrant failed to perform its supervisory duties diligently. Murlas 

Commodities, Inc., 1995 WL 523563, at *9; Sansom Refining Co. v. Drexel Burnham Lambert, 

Inc., CFTC No. 82-R448, 1990 WL 282783, at *11 (Feb. 16, 1990) (noting that, under 

Regulation 166.3, registrants have “duty to develop procedures for the detection and deterrence 

of possible wrongdoing by [their] agents” (internal quotation omitted)); In re GNP Commodities, 

Inc., CFTC No. 89-1, 1992 WL 201158, at *17-19 (Aug. 11, 1992) (providing that, even if an 

adequate supervisory system is in place, Regulation 166.3 can still be violated if the supervisory 

system is not diligently administered); see also In re Rosenthall Collins Grp., LLC, CFTC No. 

12-18, 2012 WL 1242406, at *6 (Apr. 12, 2012) (consent order) (respondent failed to perform 

supervisory duties diligently by not following its compliance procedures that were in place). 

Evidence of violations that “should be detected by a diligent system of supervision, either 

because of the nature of the violations or because the violations have occurred repeatedly” is 

probative of a failure to diligently supervise. In re Paragon Futures Assoc., CFTC No. 88-18, 

1992 WL 74261, at *14 (Apr. 1, 1992) (“The focus of any proceeding to determine whether Rule 

166.3 has been violated will be on whether [a] review [has] occurred and, if it did, whether it was 

‘diligent.’”). 

Citigroup Global Markets Inc. failed to supervise its business as a Commission registrant 

by failing to maintain adequate supervisory systems to ensure that employees complied with 

Citigroup Global Markets Inc.’s Commission recordkeeping requirements and firm policies and 

procedures that prohibited business-related communications on unapproved methods of 

communication. The inadequacy of Citigroup Global Markets Inc.’s supervisory systems is 

demonstrated by the longstanding and repeated violations of Citigroup Global Markets Inc.’s 

Commission recordkeeping obligations and firm policies and procedures and the fact that the 

supervisory failures resulted in the repeated failure to maintain Commission-required records, to 

ensure that the required records were readily accessible, and that the records could be promptly 

produced upon request. By this conduct, Citigroup Global Markets Inc. failed to supervise 

diligently its officers, employees, and agents in violation of Regulation 166.3. 

IV. FINDINGS OF VIOLATIONS 

Based on the foregoing, the Commission finds that, during the Relevant Period, Citibank, 

N.A., Citigroup Energy Inc., and Citigroup Global Markets Inc. violated Sections 4s(f)(1)(C), 

4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, 7 U.S.C. §§ 6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), 

and Regulations 1.31, 23.201(a), 23.202(a)(1) and (b)(1), and 23.602(a), 17 C.F.R. §§ 1.31, 

23.201(a), 23.202(a)(1), (b)(1), 23.602(a) (2021); and Citigroup Global Markets Inc. violated 

Section 4g of the Act, 7 U.S.C. § 6g, and Regulations 1.35 and 166.3, 17 C.F.R. §§ 1.35, 166.3 

(2021). 

V. OFFER OF SETTLEMENT 

Respondents have submitted the Offer in which they: 

A. Acknowledge service of this Order; 
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B. Admit the facts described in Section II above and acknowledge that their conduct 

violated the Act and Regulations; 

C. Admit the jurisdiction of the Commission with respect to all matters set forth in this 

Order and for any action or proceeding brought or authorized by the Commission based 

on violation of or enforcement of this Order; 

D. Waive: 

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 they may possess under the Equal Access to Justice Act, 

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

Commission in conformity therewith, Part 148 of the Regulations, 17 C.F.R. 

pt. 148 (2021), relating to, or arising from, this proceeding; 

7. Any and all claims that they may possess under the Small Business Regulatory 

Enforcement Fairness Act of 1996, Pub. L. No. 104-121, tit. II, §§ 201–253, 110 

Stat. 847, 857–74 (codified as amended at 28 U.S.C. § 2412 and 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 on 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; 

E. Stipulate that the record basis on which this Order is entered shall consist solely of the 

findings contained in this Order to which Respondents have consented in the Offer; 

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

1. Makes findings by the Commission that Citibank, N.A., Citigroup Energy Inc., and 

Citigroup Global Markets Inc. violated Sections 4s(f)(1)(C), 4s(g)(1) and (3), and 

4s(h)(1)(B) of the Act, 7 U.S.C. §§ 6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), and 

Regulations 1.31, 23.201(a), 23.202(a)(1) and (b)(1), and 23.602(a), 17 C.F.R. §§ 

1.31, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a) (2021); and Citigroup Global 

Markets Inc. violated Section 4g of the Act, 7 U.S.C. § 6g, and Regulations 1.35 

and 166.3, 17 C.F.R. §§ 1.35, 166.3 (2021); 
10 

2. Orders Citibank, N.A., Citigroup Energy Inc., and Citigroup Global Markets Inc. 

to cease and desist from violating Sections 4s(f)(1)(C), 4s(g)(1) and (3), and 

4s(h)(1)(B) of the Act, and Regulations 1.31, 23.201(a), 23.202(a)(1) and (b)(1), 

and 23.602(a); and Citigroup Global Markets Inc. to cease and desist from 

violating Section 4g of the Act and Regulations 1.35 and 166.3; 

3. Orders Respondents to pay, jointly and severally, a civil monetary penalty in the 

amount of seventy-five million US dollars ($75,000,000), plus post-judgment 

interest within fourteen days of the date of entry of this Order; and 

4. Orders Respondents and their successors and assigns to comply with the conditions 

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

and 

G. Represent that Respondents have engaged in a review of certain recordkeeping failures 

and begun a program of remediation. 

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

VI. ORDER 

Accordingly, IT IS HEREBY ORDERED THAT: 

A. Citibank, N.A., Citigroup Energy Inc., and Citigroup Global Markets Inc. and their 

successors and assigns shall cease and desist from violating Sections 4s(f)(1)(C), 4s(g)(1) 

and (3), and 4s(h)(1)(B) of the Act, 7 U.S.C. §§ 6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), 

and Regulations 1.31, 23.201(a), 23.202(a)(1) and (b)(1), and 23.602(a), 17 C.F.R. §§ 

1.31, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a) (2021); and Citigroup Global Markets 

Inc. and its successors and assigns shall cease and desist from violating Section 4g of the 

Act, 7 U.S.C. § 6g, and Regulations 1.35 and 166.3, 17 C.F.R. §§ 1.35, 166.3 (2021). 

B. Respondents shall pay, jointly and severally, a civil monetary penalty in the amount of 

seventy-five million US dollars ($75,000,000) (“CMP Obligation”), within fourteen days 

of the date of the entry of this Order. If the CMP Obligation is not paid in full within 

fourteen days of the date of entry of this Order, then post-judgment interest shall accrue 

on the CMP Obligation beginning on the date of entry of this Order and shall be 

determined by using the Treasury Bill rate prevailing on the date of entry of this Order 

pursuant to 28 U.S.C. § 1961. 

Respondents 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, then the 

payment shall be made payable to the Commodity Futures Trading Commission and sent 

to the address below:

MMAC/ESC/AMK326 

Commodity Futures Trading Commission 

6500 S. MacArthur Blvd. 
11 

HQ Room 266 

Oklahoma City, OK 73169 

9-AMC-AR-CFTC@faa.gov 

 If payment is to be made by electronic funds transfer, Citi shall contact Tonia King or her 

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

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

Obligation with a cover letter that identifies the paying Respondent(s) and the name and 

docket number of this proceeding. The paying Respondent(s) 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. Respondents and their successors and assigns shall comply with the following conditions 

and undertakings set forth in the Offer: 

1. Citi shall conduct: 

a. A comprehensive review of Citi’s supervisory, compliance, and other policies 

and procedures designed to ensure that Citi’s electronic communications, 

including those found on personal electronic devices, including without 

limitation, cellular phones (“Personal Devices”), are preserved in accordance 

with the requirements of the Act, the Regulations, and Citi’s policies and 

procedures. 

b. A comprehensive review of training conducted by Citi to ensure personnel are 

complying with the requirements regarding the preservation of electronic 

communications, including those found on Personal Devices, in accordance 

with the requirements of the Act and the Regulations, and Citi’s policies and 

procedures, including by ensuring that Citi personnel certify in writing on a 

quarterly basis that they are complying with preservation requirements. 

c. An assessment of the surveillance program measures implemented by Citi to 

ensure compliance, on an ongoing basis, with the requirements found in the 

Act, the Regulations, and Citi’s policies and procedures to preserve electronic 

communications, including those found on Personal Devices. 

d. An assessment of the technological solutions that Citi has begun 

implementing to meet the record retention requirements of the Act, the 

Regulations, and Citi’s policies and procedures, including an assessment of 

the likelihood that Citi personnel will use the technological solutions going 

forward and a review of the measures employed by Citi to track employee 

usage of new technological solutions. 

e. An assessment of the measures used by Citi to prevent the use of unauthorized 

communications methods for business communications by employees. This 

assessment should include, but not be limited to, a review of the firm’s 
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policies and procedures to ascertain if they provide for any significant 

technology and/or behavioral restrictions that help prevent the risk of the use 

of unapproved communications methods on Personal Devices (e.g., trading 

floor restrictions). 

f. A review of Citi’s electronic communications surveillance routines to ensure 

that electronic communications through approved communications methods 

found on Personal Devices are incorporated into Citi’s overall 

communications surveillance program. 

g. A comprehensive review of the framework adopted by Citi to address 

instances of non-compliance by Citi employees with Citi’s policies and 

procedures concerning the use of Personal Devices to communicate about Citi 

business in the past. This review shall include a survey of how Citi 

determined which employees failed to comply with Citi policies and 

procedures, the corrective action carried out, an evaluation of who violated 

policies and why, what penalties were imposed, and whether penalties were 

handed out consistently across business lines and seniority levels. 

2. Written Report of Findings: 

a. Within forty-five (45) days after completion of the review set forth in subparagraphs 1.a. through 1.g. above, Citi shall submit a detailed written report 

of its findings to the Commission staff (the “Report”). The Report shall 

include a description of the review performed, the names of the individuals 

who performed the review, the conclusions reached, and a summary of the 

plan for implementing the recommended changes in or improvements to Citi’s 

policies and procedures. 

b. Citi shall adopt all recommendations contained in the Report within one 

hundred and thirty-five (135) days of the date of the Report. 

c. The Report will likely include confidential financial, proprietary, competitive 

business or commercial information. Public disclosure of the reports could 

discourage cooperation, impede pending or potential government 

investigations or undermine the objectives of the reporting requirement. For 

these reasons, among others, the reports and the contents thereof are intended 

to remain and shall remain non-public, except: (1) pursuant to court order; (2) 

as agreed to by the parties in writing; (3) to the extent that the Commission 

determines in its sole discretion that disclosure would be in furtherance of the 

Commission’s discharge of its duties and responsibilities; or (4) is otherwise 

required by law. 

3. One-Year Evaluation: Citi shall assess its program for the preservation, as required 

under the Act, Regulations, and Citi’s policies and procedures, of electronic 

communications, including those found on Personal Devices, commencing one year 
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after submitting the Report required by Paragraph 2.a. above. Citi shall require this 

review to evaluate Citi’s progress in the areas described in Paragraph 1.a. through 1.g. 

above. After this review, Citi shall submit a report (the “One Year Report”) to the 

Commission staff and shall ensure that the One Year Report includes an updated 

assessment of Citi’s policies and procedures with regard to the preservation of 

electronic communications (including those found on Personal Devices), training, 

surveillance programs, and technological solutions implemented in the prior year 

period. 

4. Reporting Discipline Imposed: For two years following the entry of this Order, Citi 

shall notify the Commission staff as follows upon the imposition of any discipline 

imposed by Citi, including, but not limited to, written warnings, loss of any pay, 

bonus, or incentive compensation, or the termination of employment, with respect to 

any employee found to have violated Citi’s policies and procedures concerning the 

preservation of electronic communications, including those found on Personal 

Devices: (1) at least 48 hours before the filing of a Form 8-T; or (2) within ten (10) 

days of the imposition of other discipline. 

5. Recordkeeping: Citi shall preserve, for a period of not less than six (6) years from the 

end of the fiscal year last used, the first two (2) years in an easily accessible place, 

any record of compliance with these undertakings. 

6. Public Statements: Respondents agree that neither they nor any of their successors 

and assigns, agents or employees under their 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 

Order is without a factual basis; provided, however, that nothing in this provision 

shall affect Respondents’: (1) testimonial obligations; or (2) right to take legal 

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

and their successors and assigns shall comply with this agreement, and shall 

undertake all steps necessary to ensure that all of their agents and/or employees under 

their authority or control understand and comply with this agreement. 

7. Cooperation, in General: Respondents shall cooperate fully and expeditiously with 

the Commission, including the Commission’s Division of Enforcement, in this action, 

and in any current or future Commission investigation or action related thereto. 

Respondents shall also cooperate in any investigation, civil litigation, or 

administrative matter related to, or arising from, the subject matter of this action. 

8. Partial Satisfaction: Respondents understand and agree that any acceptance by the 

Commission of any partial payment of Respondents’ CMP Obligation shall not be 

deemed a waiver of their 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. 
9. Deadlines: For good cause shown, Division staff may extend any of the procedural 

dates relating to the undertakings. Unless otherwise specified, deadlines for 

procedural dates shall be counted in calendar days, except that if the last day falls on 

a weekend or federal holiday, the next business day shall be considered to be the last 

day. 

10. Change of Address/Phone: Until such time as Respondents satisfy in full their CMP 

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

Commission by certified mail of any change to their telephone numbers and mailing 

addresses within ten calendar days of the change. 

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

By the Commission. 

Christopher 

~t~ J. Kirkpatrick 

Secretary of the Commission 

Commodity Futures Trading Commission 

Dated: September 27, 2022 

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