UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 11248 / September 28, 2023

SECURITIES EXCHANGE ACT OF 1934

Release No. 98616 / September 28, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4467 / September 28, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21761

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO

SECTION 8A OF THE SECURITIES ACT

OF 1933 AND SECTION 21C OF THE

SECURITIES EXCHANGE ACT OF 1934,

MAKING FINDINGS, AND IMPOSING A

CEASE-AND-DESIST ORDER

In the Matter of

EXELON CORPORATION and

COMMONWEALTH EDISON

COMPANY,

Respondents.

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act

of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (“Exchange

Act”) against Exelon Corporation (“Exelon”) and Commonwealth Edison Company (“ComEd”)

(referred to collectively as “Respondents”).

II.

In anticipation of the institution of these proceedings, Respondents have submitted Offers

of Settlement (the “Offers”) which the Commission has determined to accept. Solely for the

purpose of these proceedings and any other proceedings brought by or on behalf of the

Commission, or to which the Commission is a party, Respondents admit the Commission’s

jurisdiction over them and the subject matter of these proceedings, and consent to the entry of this

Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of

1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a

Cease-and-Desist Order (“Order”), as set forth below.

III.

On the basis of this Order and Respondents’ Offers, the Commission finds 1 that:

Summary

These proceedings arise out of violations of the antifraud, books and records, and internal

accounting control provisions of the Securities Act and the Exchange Act by Respondents as a

result of a multi-year scheme by ComEd to corruptly influence and reward Michael Madigan

(“Madigan”), the then-Speaker of the Illinois House of Representatives, for his assistance with

respect to legislation affecting ComEd’s business. The scheme occurred from around 2011

through 2019 and involved ComEd arranging for various Madigan associates to obtain jobs,

vendor subcontracts, and monetary payments associated with those jobs and vendor subcontracts,

for the benefit of Madigan and Madigan’s associates, with the intent to influence and reward

Madigan.

Respondents

1.

Exelon, a Pennsylvania corporation headquartered in Chicago, Illinois, is a utility

services holding company that trades on the NASDAQ Stock Market under the symbol “EXC.” It

reported revenues of $19 billion, operating income of $3.3 billion, and net income of nearly $2.2

billion for the year ended December 31, 2022.

2.

ComEd, an Illinois corporation headquartered in Chicago, Illinois is a subsidiary of

Exelon. ComEd is 99% owned by Exelon and has common stock purchase warrants registered

pursuant to Section 12(g) of the Exchange Act. ComEd also files separate audited financial

statements with the Commission as it offers and sells debt securities under the Securities Act.

ComEd entered into a deferred prosecution agreement (“DPA”) with the United States Attorney

for the District of Northern Illinois (“USAO” or “criminal authorities”) on July 17, 2020. USA v.

Commonwealth Edison Company, No. 1:20-cr-00368 (N.D. Ill.). As part of the agreement, ComEd

admitted that the information set forth in the Statement of Facts attached to the DPA is true and

accurate and agreed to pay a criminal fine of $200 million.

Other Relevant Individuals

3.

Anne R. Pramaggiore (“Pramaggiore”) served as the chief executive officer of

ComEd from approximately March 2012 to May 2018.

4.

Michael Madigan (“Madigan”) was Speaker of the Illinois House of

Representatives during the relevant period.

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The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding on any other

person or entity in this or any other proceeding.

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Facts

A.

Background

5.

ComEd is the largest utility company in Illinois, employing over 6,000 individuals

and delivering electricity to approximately 70 percent of Illinois’s population. As a utility, ComEd

is subject to extensive regulation by the State of Illinois. The State of Illinois regulates the rates

that ComEd may charge its customers, as well as the rate of return ComEd may realize from its

business operations.

6.

The Illinois General Assembly, which is comprised of the Illinois House of

Representatives and the Illinois Senate, routinely considers bills and passes legislation that has a

substantial impact on ComEd’s operations and profitability, including legislation that affects the

regulatory process ComEd uses to determine the rates ComEd charges its customers for the

delivery of electricity. In order for legislation to become law, it must be passed by both houses of

the Illinois General Assembly – the Illinois House of Representatives and the Illinois Senate.

7.

In December 2016, the Illinois Future Energy Jobs Act (FEJA) was passed into law

by the Illinois General Assembly. Among other things, FEJA renewed the regulatory process that

was beneficial to ComEd, ensuring a continued favorable rate structure.

8.

During the relevant period, Madigan was speaker of the Illinois House of

Representatives. ComEd understood that, as speaker, Madigan was able to exercise control over

what measures were called for a vote in the House of Representatives and had influence and

control over his fellow lawmakers concerning legislation, including legislation that affected

ComEd. Starting around 2011, Madigan and his longtime confidant, a lobbyist and consultant to

ComEd during the relevant time period (referred to hereinafter as “Lobbyist”) sought to obtain

from ComEd jobs, vendor subcontracts, and monetary payments associated with those jobs and

subcontracts for various associates of Madigan, such as precinct captains who operated within

Madigan’s legislative district.

B.

The Scheme

9.

In an effort to corruptly influence and reward Madigan to assist ComEd with

respect to legislation concerning ComEd and its business, ComEd arranged for various Madigan

associates to obtain jobs, vendor contracts and subcontracts, and monetary payments associated

with those jobs and vendor subcontracts. In some instances, these associates did little to no work

for which they were hired. In particular, during the same time frame that ComEd was making

payments to Madigan’s associates, ComEd was also seeking Madigan’s support with certain

legislation beneficial to ComEd, including the FEJA legislation, which would ensure a continued

favorable rate structure for ComEd. ComEd, in the DPA, acknowledged that the reasonably

foreseeable anticipated benefits to ComEd of such legislation exceeded $150,000,000.

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i.

Payments to Madigan’s Associates

10.

From around 2011 through 2019, ComEd made indirect payments, totaling

approximately $1,324,500, to certain Madigan associates, who did little to no work for ComEd.

11.

ComEd made the indirect payments through third-party vendors. These third-party

vendors entered into contracts with ComEd to provide consulting and related services. In reality, a

substantial portion of the money that was paid to these vendors under the contracts went to

subcontractors who were Madigan associates and performed little to no work for ComEd. The

purpose of these payments was to corruptly influence and reward Madigan in connection with the

advancement and passage of legislation in the Illinois General Assembly that was favorable to

ComEd.

12.

An individual (referred to hereinafter as “Consultant”) and his company (“referred

to hereinafter as “Consulting Firm”) had a political consulting contract with ComEd from 2005 to

2019. Consultant advised ComEd on matters related to the City of Chicago and Cook County,

Illinois. From 2016 to May 2019, Consultant and Consulting Firm submitted monthly invoices to

ComEd for amounts that ranged between $32,750 and $37,500. Beginning in August 2011, and

until 2019, Consultant hired associates of Madigan as subcontractors.

13.

Between 2016 and 2019, Consultant entered into contracts with and submitted

invoices to ComEd. These contracts and invoices were purportedly for advice on “legislative

issues” and “legislative risk management activities.” In reality, a substantial portion of this

compensation paid to Consulting Firm was intended for payment to Madigan’s associates, who did

little or no work for ComEd. Consultant and Consulting Firm did not supervise or direct the

activities of the subcontractors, even though they were subcontracted under and worked for

Consulting Firm. Since these payments to Consulting Firm’s subcontractors were made through

Consulting Firm, these payments were not reflected in ComEd’s vendor payment system.

Therefore, no payments to the Consulting Firm subcontractors could be identified in ComEd’s

vendor payment system.

14.

Certain senior executives and agents of ComEd were aware of the payments to

Madigan’s associates from their inception until they were discontinued in or around 2019. They

were also aware that the purpose of these payments to Madigan’s associates was to corruptly

influence and reward Madigan in connection with his official duties and to advance ComEd’s

business interests.

15.

These executives structured the payments to the Madigan associates using

Consulting Firm so that they would not be identifiable in ComEd’s vendor payment system.

16.

During the course of the scheme, ComEd sought approval from Madigan and

Lobbyist before discontinuing any payments to Madigan’s associates despite the fact that these

individuals did little to no work for ComEd. As with the payments to Madigan associates through

Consulting Firm, payments made to Madigan associates through other third-party vendors were not

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identifiable in ComEd’s vendor payment system. Former ComEd executives designed these

payment arrangements in part to conceal the size of the payments and to assist ComEd in denying

responsibility for oversight of Madigan’s associates.

ii.

Pramaggiore Falsified Documents in Connection with Payments to Madigan’s

Associates.

17.

In January of 2017 and 2018, Pramaggiore signed false and misleading documents

in connection with the renewal of Consultant’s contract. The documents, called “Single Source

Justification” forms, were required by ComEd’s relevant internal policy for a contract for services

that allowed ComEd to avoid a competitive bidding process. The purpose of the Single Source

Justification forms was to explain ComEd’s decision to retain services of a vendor in a

noncompetitive manner and required the approval of a ComEd executive. The Single Source

Justification forms signed by Pramaggiore were false and misleading because they created the

appearance that all monies paid to Consultant under his contract with ComEd were for, among

other things, Consultant’s “unique insight & perspective to promote ComEd and its business

matters to further develop, execute and manage its Government Relations presence” and “specific

knowledge that cannot be sourced from another consultant/supplier.” The Single Source

Justification form did not explain that a large amount of the fees paid to Consultant would be used

to pay certain Madigan associates who performed little or no work for ComEd.

iii.

Retention of Law Firm

18.

In approximately 2011, ComEd agreed to enter into a contract with a law firm of a

Madigan associate (“Law Firm”), in part, for the purpose of influencing and rewarding Madigan in

connection with his official duties. ComEd entered into a contract with Law Firm pursuant to

which ComEd agreed to give Law Firm a minimum of 850 hours of attorney work per year.

However, when Law Firm’s contract came up for renewal in 2016, certain ComEd employees

sought to reduce the number of hours of legal work because there was not enough appropriate legal

work to give to Law Firm to fill the previously agreed-upon 850 annual hours and ComEd paid

only for hours worked. The Madigan associate who owned the firm then complained to Lobbyist

about ComEd’s effort to reduce the amount of work it provided to the firm. On or about January

20, 2016, Lobbyist sent an email to Pramaggiore that stated, in part:

I am sure you know how valuable [attorney] is to our Friend…. I know the drill

and so do you. If you do not get involve [sic] and resolve this issue of 850 hours

for his law firm per year then he will go to our Friend. Our Friend will call me

and then I will call you. Is this a drill we must go through? For me, [lobbyist] and

I am sure you I just do not understand why we have to spend valuable minutes on

items like this when we know it will provoke a reaction from our Friend. 2

Pramaggiore responded to the email on the same day, stating “Sorry. No one informed me. I am

on this.” Pramaggiore then tasked a ComEd employee, who was assigned as a “project manager”

2

“Our friend” is how Lobbyist often referred to Madigan.

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to assist with the project of obtaining legislative approval of FEJA, to ensure that Law Firm’s

contract was renewed. The project manager had no oversight authority over ComEd’s legal

department but was assigned the task of ensuring Law Firm’s contract was renewed because the

work provided to the law firm was designed, in part, to corruptly influence and reward Madigan

in connection with Madigan’s official duties, including the promotion and passage of FEJA. In or

around June 2016, ComEd agreed to renew Law Firm’s contract with substantially reduced

annual hours.

C.

Misleading Statements

19.

On at least two occasions in the fall of 2016, Pramaggiore made materially

misleading statements to Exelon investors regarding ComEd’s lobbying and legislative efforts in

support of the FEJA legislation. On October 26, 2016, during an Exelon earnings call, Pramaggiore

spoke about the potential legislation:

This is [Pramaggiore]. We are -- I think what we are seeing right now is that there

is a bit of an opening of a door. The legislature has a temporary budget in place

and Chicago Public School funding is behind them and so I think we see an

opportunity in the veto session. We also think there is a lot of work to be done to

get there. We have pulled together a coalition to come in with an agreed bill as

much as possible and we are in the process of putting that together now. But we

do think there is the potential that this would be entertained in the veto session.

At the time of her statement, Pramaggiore was aware of, participating in, and at times directing, a

scheme where ComEd was engaging in an effort to corruptly influence and reward a government

official to secure favorable legislation. Pramaggiore’s statement that ComEd was pulling

together a “coalition to come in with an agreed bill” was misleading because it omitted the fact

that part of ComEd’s lobbying activities included its efforts to corruptly influence and reward

Madigan with respect to the FEJA legislation.

20.

A month later, on November 30, 2016, ComEd issued a press release

regarding an agreement reached to pass FEJA. The press release, which was posted on

Exelon’s public website, quotes Pramaggiore as stating the following:

We have worked with many stakeholders including consumer advocates,

environmentalists, community leaders, among others, to ensure this bill

has the best outcome for customers, our economy and our environment

and the communities we serve. We appreciate the strong bipartisan

support of members of the General Assembly, the four caucus’

professional staff, the labor unions, members of the Clean Jobs Coalition

and other stakeholders who have helped us shape this comprehensive

energy package that will bring tremendous value to our state and our

customers.

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21.

The statement that ComEd’s legislative success was due to legitimate efforts such

as working with stakeholders and earning support from members of the General Assembly was

misleading because it omitted that ComEd was engaging in an effort to corruptly influence and

reward a government official to secure favorable legislation. At the time of these statements,

Pramaggiore was aware of and was participating in ComEd’s payments to certain Madigan

associates, including payments to certain Madigan associates who did little to no work for ComEd,

and payments to Law Firm. Around the time of these misleading statements, Exelon granted

446,000 shares to employees through its long-term incentive plans and sold 318,000 shares to

employees at a discounted price through its employee stock purchase plan.

Legal Standard and Violations

22.

Under Securities Act Section 8A and Exchange Act Section 21C(a), the

Commission may impose a cease-and-desist order upon any person who is violating, has violated,

or is about to violate any provision of the Securities Act and Exchange Act or any regulation

thereunder, and upon any person that is, was, or would be a cause of the violation, due to an act or

omission the person knew or should have known would contribute to such violation.

23.

As a result of the conduct described above, Respondents violated Section 17(a)(2)

of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder, which

prohibit fraudulent conduct in the offer or sale of securities and in connection with the purchase or

sale of securities.

24.

As a result of the conduct described above, Respondents violated Section

13(b)(2)(A) of the Exchange Act, which requires issuers with a class of securities registered

pursuant to Section 12 of the Exchange Act and issuers with reporting obligations pursuant to

Section 15(d) of the Exchange Act to make and keep books, records, and accounts, which in

reasonable detail, accurately and fairly reflect the transactions and dispositions of assets.

25.

As a result of the conduct described above, Respondents violated Section

13(b)(2)(B) by failing to devise and maintain a system of internal accounting controls that was

sufficient to provide reasonable assurances that assets are used, and transactions are executed, only

in accordance with management’s general or specific authorization, including in a manner

consistent with Respondents’ policies.

Deferred Prosecution Agreement

26.

On July 17, 2020, Respondent ComEd entered into a DPA with the USAO. USA v.

Commonwealth Edison Company, No. 1:20-cr-00368 (N.D. Ill.). ComEd acknowledged in the

DPA, among other things, that it was responsible for the actions of its current and former officers,

employees, and agents as charged in the Information filed in connection with the DPA and as set

forth in the Statement of Facts to the DPA. The DPA had a term of three years and required

ComEd to meet certain obligations, as set forth in the DPA. ComEd fulfilled all the obligations of

the DPA, and the three-year term ended on July 17, 2023. On July 17, 2023, the USAO moved to

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dismiss the Information and the charge against ComEd. The Court granted the USAO’s motion

and issued an order dismissing the charge and terminating the criminal case against ComEd.

Cooperation and Remediation

27.

In determining to accept the Offers, the Commission considered remedial acts

promptly undertaken by Respondents and cooperation afforded the Commission staff. This

included significant remedial measures to enhance their compliance program.

Undertaking

28.

Respondent Exelon has undertaken to assist the Commission staff in the

administration of a distribution plan, including any and all efforts to distribute to affected

investors the monetary relief described in paragraph IV below. In connection with such

assistance, Respondent Exelon will produce, without service or notice of subpoena, any and all

documents and other information reasonably requested by the Commission staff.

29.

In determining whether to accept the Offers, the Commission has considered this

undertaking.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions

agreed to in Respondents’ Offers.

Accordingly, it is hereby ORDERED that:

A.

Pursuant to Section 8A of the Securities Act, Respondents cease and desist from

committing or causing any violations and any future violations of Section 17(a) of the Securities

Act.

B.

Pursuant to Section 21C of the Exchange Act, Respondents cease and desist from

committing or causing any violations and any future violations of Section 10(b) of the Exchange

Act and Rule 10b-5 promulgated thereunder and Sections 13(b)(2)(A) and 13(b)(2)(B) of the

Exchange Act.

C.

Respondent Exelon shall, within 14 days of the entry of this Order, pay a civil

money penalty in the amount of $46,200,000.00 to the Securities and Exchange Commission. If

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.

Payment must be made in one of the following ways:

(1)

Respondent may transmit payment electronically to the Commission, which

will provide detailed ACH transfer/Fedwire instructions upon request;

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(2)

Respondent may make direct payment from a bank account via Pay.gov

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3)

Respondent may pay by certified check, bank cashier’s check, or United

States postal money order, made payable to the Securities and Exchange

Commission and hand-delivered or mailed to:

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying

Exelon Corporation as a Respondent in these proceedings, and the file number of these

proceedings; a copy of the cover letter and check or money order must be sent to Brian D. Fagel,

Division of Enforcement, Securities and Exchange Commission, 175 West Jackson Blvd, Suite

1450, Chicago, Illinois 60604.

D.

Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, a Fair Fund is

created for the penalty referenced in paragraphs IV.C. above. The Fair Fund may be added to or

combined with any other fair fund created in a related district court action or administrative

proceeding arising out of the same violations. The Fair Fund will be distributed to harmed investors

in accordance with a Commission-approved plan of distribution. Amounts ordered to be paid as

civil money penalties pursuant to this Order shall be treated as penalties paid to the government for

all purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty,

Respondent Exelon agrees that in any Related Investor Action, it shall not argue that it is entitled

to, nor shall it benefit by, offset or reduction of any award of compensatory damages by the

amount of any part of Respondent Exelon’s payment of a civil penalty in this action (“Penalty

Offset”). If the court in any Related Investor Action grants such a Penalty Offset, Respondent

Exelon agrees that it shall, within 30 days after entry of a final order granting the Penalty Offset,

notify the Commission's counsel in this action and pay the amount of the Penalty Offset to the

Securities and Exchange Commission. Such a payment shall not be deemed an additional civil

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penalty and shall not be deemed to change the amount of the civil penalty imposed in this

proceeding. For purposes of this paragraph, a “Related Investor Action” means a private damages

action brought against Respondent Exelon by or on behalf of one or more investors based on

substantially the same facts as alleged in the Order instituted by the Commission in this

proceeding.

By the Commission.

Vanessa A. Countryman

Secretary

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