In re EXELON CORPORATION and

 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 
 
In the Matter of 
 
EXELON CORPORATION and 
COMMONWEALTH EDISON 
COMPANY, 
 
Respondents. 
 
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  
   
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-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. 
 
 

 
2 
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. 
 
1
   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. 
 

 
3 
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 

 
5 
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. 

 
6 
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. 

 
7 
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 

 
8 
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;  
 

 
9 
(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 
  

 
10 
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 
 
 
 

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 
 
In the Matter of 
 
EXELON CORPORATION and 
COMMONWEALTH EDISON 
COMPANY, 

 
Respondents. 
 

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  

   
 

I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-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. 
 

 



 
2 

III. 
 
 On the basis of this Order and Respondents’ Offers, the Commission finds1 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. 

 
1  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. 
 



 
3 

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. 

 



 
4 

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 



 
5 

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. 



 
6 

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. 



 
7 

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 



 
8 

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;  

 



 
9 

(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 
  

http://www.sec.gov/about/offices/ofm.htm


 
10 

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 
 
 
 


	UNITED STATES OF AMERICA
	In the Matter of
	EXELON CORPORATION and
	COMMONWEALTH EDISON COMPANY,
	Respondents.
	Respondents