Obligation Commonwealth Edison CO 3.2% ( US202795JQ44 ) en USD

Commonwealth Edison CO

68.039 % ▼

Etats-unis

US202795JQ44 ( en USD )

3.2% par an ( paiement semestriel )

14/11/2049

Prospectus brochure de l'obligation Commonwealth Edison CO US202795JQ44 en USD 3.2%, échéance 14/11/2049

2 000 USD

300 000 000 USD

202795JQ4

A ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

15/05/2024 ( Dans 26 jours )

L'Obligation émise par Commonwealth Edison CO ( Etats-unis ) , en USD, avec le code ISIN US202795JQ44, paye un coupon de 3.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2049

L'Obligation émise par Commonwealth Edison CO ( Etats-unis ) , en USD, avec le code ISIN US202795JQ44, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Commonwealth Edison CO ( Etats-unis ) , en USD, avec le code ISIN US202795JQ44, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 exc3667821-424b2.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(2)
CALCULATION OF REGISTRATION FEE
Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities to be Registered
Offering Price Fee(1)(2)
Debt Securities
(First Mortgage 3.200% Bonds, Series 127, Due November 15, 2049)
$297,651,000
$38,635.10
____________________
(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Registration
Statement on Form S-3 (No. 333-233543-02), filed by Commonwealth Edison Company on August 30, 2019, in accordance with Rules
456(b) and 457(r) under the Securities Act of 1933, as amended.
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-233543-02
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 30, 2019)
$300,000,000
Commonwealth Edison Company
First Mortgage 3.200% Bonds, Series 127 due 2049
____________________
We are offering $300,000,000 aggregate principal amount of our First Mortgage 3.200% Bonds, Series 127 due November 15, 2049. The
Series 127 bonds will bear interest at the rate of 3.200% per year. We will pay interest on the Series 127 bonds on May 15 and November 15 of
each year, beginning on May 15, 2020. The Series 127 bonds will mature on November 15, 2049. We refer to the Series 127 bonds as the bonds.
We may redeem some or all of the bonds at any time at the redemption prices described under "Description of the Bonds and Mortgage
Redemption at Our Option" in this prospectus supplement.
The bonds will be secured equally with all other bonds outstanding or hereafter issued under our Mortgage. There is no sinking fund for the
bonds.
The bonds are a new issue of securities with no established trading market. We do not intend to apply for listing of the bonds on any securities
exchange.
____________________
Please see "Risk Factors" on page S-6 of this prospectus supplement for a discussion of factors you should consider in connection with
a purchase of the bonds.
Proceeds to ComEd
Price to Public (1) Underwriting Discount Before Expenses (1)
Per Series 127 Bond
99.217%
0.875%
98.342%
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Total for Series 127 Bonds
$
297,651,000
$
2,625,000
$
295,026,000
____________________

(1) Plus accrued interest from November 12, 2019, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the bonds or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The bonds are expected to be delivered in book-entry only form through the facilities of The Depository Trust Company, including
Clearstream Banking S.A. and/or Euroclear Bank SA/NV, against payment in New York, New York on or about November 12, 2019.
Joint Book-Running Managers
CREDIT SUISSE

PNC CAPITAL

TD SECURITIES
MARKETS LLC
Morgan Stanley
Co-Managers
Apto Partners, LLC

Blaylock Van, LLC

Great Pacific Securities

Guzman & Company
The date of this prospectus supplement is November 4, 2019.
We urge you to carefully read this prospectus supplement and the accompanying prospectus, which describe the terms of the offering
of the bonds, before you make your investment decision. This prospectus supplement, the accompanying prospectus and any related free
writing prospectus required to be filed with the Securities and Exchange Commission (SEC) that we prepare or authorize contain and
incorporate by reference information that you should consider when making your investment decisions. We have not, and the underwriters
have not, authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these bonds in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement, the
accompanying prospectus and any related free writing prospectus is accurate as of any date other than the date on the front of those
documents or that the information incorporated by reference is accurate as of any date other than the date that the document
incorporated by reference was filed with the SEC. Our business, financial condition, results of operations and prospects may have changed
since those respective dates.
TABLE OF CONTENTS
Prospectus Supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD-LOOKING STATEMENTS
S-1
COMMONWEALTH EDISON COMPANY
S-3
SUMMARY FINANCIAL INFORMATION
S-3
RISK FACTORS
S-6
USE OF PROCEEDS
S-6
CAPITALIZATION
S-6
DESCRIPTION OF THE BONDS AND MORTGAGE
S-7
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-16
UNDERWRITING
S-20
LEGAL MATTERS
S-24
EXPERTS
S-24
WHERE YOU CAN FIND MORE INFORMATION
S-24
DOCUMENTS INCORPORATED BY REFERENCE
S-24
Prospectus
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Page
ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
2
RISK FACTORS
2
EXELON CORPORATION
3
EXELON GENERATION COMPANY, LLC
3
COMMONWEALTH EDISON COMPANY
3
PECO ENERGY COMPANY
3
BALTIMORE GAS AND ELECTRIC COMPANY
3
POTOMAC ELECTRIC POWER COMPANY
4
DELMARVA POWER & LIGHT COMPANY
4
ATLANTIC CITY ELECTRIC COMPANY
4
USE OF PROCEEDS
4
DESCRIPTION OF SECURITIES
4
PLAN OF DISTRIBUTION
5
LEGAL MATTERS
7
EXPERTS
7
WHERE YOU CAN FIND MORE INFORMATION
7
DOCUMENTS INCORPORATED BY REFERENCE
7
S-i
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus contain information about Commonwealth Edison Company and about the
bonds. This prospectus supplement and the accompanying prospectus also refer to information contained in other documents that we file with the
SEC. To the extent the information in this prospectus supplement is inconsistent with information in the accompanying prospectus, you should rely
on this prospectus supplement.
This prospectus supplement and the accompanying prospectus are not prospectuses for the purposes of the Prospectus Directive (as defined
herein).
The bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); or (ii) a customer within the meaning of Directive 2002/92/EC (IMD),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Directive.
Consequently, no key information document required by Regulation (EU) No 1286/2014 ("PRIIPs Regulation") for offering or selling the
bonds or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the
bonds or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.
This prospectus supplement and the accompanying prospectus have each been prepared on the basis that any offer of the bonds in any Member
State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will only be made to a
legal entity which is a qualified investor under the Prospectus Directive ("Qualified Investor"). Accordingly any person making or intending to
make an offer in that Relevant Member State of the bonds which are the subject of the offering contemplated in this prospectus supplement and the
accompanying prospectus may only do so with respect to Qualified Investors. Neither ComEd nor the underwriters have authorized, nor do they
authorize, the making of any offer of the bonds other than to Qualified Investors. The expression "Prospectus Directive" means Directive
2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
The communication of this prospectus supplement, the accompanying prospectus and any other document or materials relating to the issue of
the bonds offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the
purposes of section 21 of the Financial Services and Markets Act 2000, as amended (FSMA). Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters
relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (Financial Promotion Order)), or who fall within Article 49(2)(a) to (d) of the Financial
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Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons
together being referred to as "relevant persons"). In the United Kingdom, the bonds offered hereby are only available to, and any investment or
investment activity to which this prospectus supplement and the accompanying prospectus relate will be engaged in only with, relevant persons.
Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement or the accompanying
prospectus or any of their contents.
The accompanying prospectus also includes information about Exelon Corporation (Exelon) and our affiliates Exelon Generation Company,
LLC (Generation), PECO Energy Company (PECO), Baltimore Gas and Electric Company (BGE), Potomac Electric Power Company (Pepco),
Delmarva Power & Light Company (DPL) and Atlantic City Electric Company (ACE) and their securities, which does not apply to us or the
bonds. Commonwealth Edison Company is a subsidiary of Exelon. The bonds are solely our obligations and not obligations of Exelon or of any of
our affiliates.
Unless the context otherwise indicates, when we refer to "ComEd," "the Company," "we," "our" or "us" in this prospectus supplement, we
mean Commonwealth Edison Company and unless the context otherwise indicates, does not include any of our subsidiaries or affiliates.
FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this prospectus supplement, the accompanying prospectus and the documents incorporated or deemed
incorporated by reference as described under the heading "Where You Can Find More Information" are forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual
results to differ materially from the forward-looking statements include: (a) any risk factors discussed in this prospectus supplement and the
accompanying prospectus; (b) those factors discussed in the following sections of ComEd's 2018 Annual Report on Form 10-K: ITEM 1A. Risk
Factors, ITEM 7. Management's Discussion and Analysis of
S-1
Financial Condition and Results of Operations and ITEM 8. Financial Statements and Supplementary Data: Note 22, as those items may be
updated by the following sections of ComEd's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019: Part II, ITEM 1A, Risk
factors, Part I, ITEM 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part I, ITEM 1, Financial
Statements, Note 16; and (c) other factors discussed herein and in other filings with the SEC by ComEd, as applicable. You are cautioned not to
place undue reliance on these forward-looking statements, which apply only as of the date on the front of this prospectus supplement or, as the case
may be, as of the date on which we make any subsequent forward-looking statement that is deemed incorporated by reference. We do not
undertake any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date as of which any such
forward-looking statement is made.
S-2
COMMONWEALTH EDISON COMPANY
ComEd is engaged principally in the purchase and regulated retail sale of electricity and the provision of distribution and transmission services
to a diverse base of residential, commercial and industrial customers in northern Illinois. ComEd is a public utility under the Illinois Public
Utilities Act subject to regulation by the Illinois Commerce Commission (ICC) related to distribution rates and service, the issuance of securities
and certain other aspects of ComEd's business. ComEd is a public utility under the Federal Power Act subject to regulation by the Federal Energy
Regulatory Commission (FERC) related to transmission rates and certain other aspects of ComEd's business. Specific operations of ComEd are
also subject to the jurisdiction of various other Federal, state, regional and local agencies. Additionally, ComEd is subject to mandatory reliability
standards set by the North American Electric Reliability Corporation (NERC).
ComEd's retail service territory has an area of approximately 11,400 square miles and an estimated population of 9.5 million. The service
territory includes the City of Chicago, an area of about 225 square miles with an estimated population of 2.7 million. ComEd has approximately 4
million customers.
ComEd was organized in the State of Illinois in 1913 as a result of the merger of Cosmopolitan Electric Company into the original corporation
named Commonwealth Edison Company, which was incorporated in 1907. ComEd's principal executive offices are located at 440 South LaSalle
Street, Suite 3300, Chicago, Illinois 60605, and its telephone number is 312-394-4321.
SUMMARY FINANCIAL INFORMATION
We have provided the following summary financial information for your reference. We have derived the summary information presented here
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from the financial statements we have incorporated by reference into this prospectus supplement and the accompanying prospectus. You should
read the summary information together with our historical consolidated financial statements and the related notes incorporated by reference in this
prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information" in this prospectus supplement.
Nine Months Ended
Year Ended December 31,
September 30,

2018

2017

2016

2019

2018
($ in millions)
Income Statement Data
Operating revenues
$ 5,882
$ 5,536
$ 5,254
$ 4,342
$ 4,508
Operating income
1,146
1,323
1,205
915
903
Net income
664
567
378
544
523

Cash Flow Data
Cash interest paid, net of amount capitalized
$
332
$
307
$
298
$
306
$
295
Capital expenditures (a)
(2,126)
(2,250)
(2,734)
(1,413)
(1,540)
Net cash flows provided by operating activities
1,749
1,527
2,505
1,145
1,118
Net cash flows used in investing activities
(2,097)
(2,230)
(2,685)
(1,388)
(1,518)
Net cash flows provided by financing activities
534
789
169
284
536
As of December 31,
As of September 30,

2018

2017

2016

2019
($ in millions)

Balance Sheet Data
Property, plant and equipment, net
$ 22,058
$ 20,723
$ 19,335
$ 22,795
Regulatory assets, including current portion
1,600
1,279
1,167
1,722
Goodwill
2,625
2,625
2,625
2,625
Total assets
31,213
29,726
28,335
32,326
Regulatory liabilities, including current portion
6,343
6,577
3,698
6,583
Long-term debt, including debt due within one year
8,101
7,601
7,033
8,196
Long-term debt to financing trust
205
205
205
205
Total liabilities
20,966
20,184
19,610
21,729
Total shareholders' equity
10,247
9,542
8,725
10,597
____________________
(a) These amounts include investment in plant and plant removals, net.
S-3
Notes to Summary Financial Information
Several of our more significant rate-related matters are summarized below:
? Energy Distribution Formula Rate.

Pursuant to the Illinois Energy Infrastructure Modernization Act and the Illinois Future Energy Jobs Act (FEJA), our electric distribution
rates are established through a performance-based formula, which sunsets at the end of 2022. We are required to file an annual update to our
electric distribution formula rate on or before May 1st, with resulting rates effective in January of the following year. Our annual electric
distribution formula rate update is based on prior year actual costs and current year projected capital additions (initial year revenue
requirement). The update also reconciles any differences between the revenue requirement in effect for the prior year and actual costs
incurred from the year (annual reconciliation).
On April 8, 2019, we filed our annual distribution formula rate update, which reflected an increase of $57 million for the initial revenue
requirement for 2019 and a decrease of $63 million related to the annual reconciliation for 2018. The revenue requirement for 2019 and the
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annual reconciliation for 2018 provided for a weighted average debt and equity return on distribution rate base of 6.53% inclusive of an
allowed Return on Investment (ROE) of 8.91%, reflecting the average rate on 30-year treasury notes plus 580 basis points. On October 23,
2019, an Administrative Law Judge issued a proposed order reflecting adjustments that we have accepted and providing for an increase of
$50.8 million for the initial revenue requirement for 2019 and a decrease of $67.7 million related to the annual reconciliation for 2018. The
proposed order reflects a weighted average debt and equity return on distribution rate base of 6.51% inclusive of an allowed ROE of 8.91%.
A final order is expected in early December 2019.
During the first quarter of 2018, we revised our electric distribution formula rate to implement revenue decoupling provisions provided for
under FEJA. As a result of this revision, our electric distribution formula rate revenues are not impacted by abnormal weather, usage per
customer or numbers of customers. We began reflecting the impacts of this change in our operating revenues and electric distribution
formula rate regulatory asset in the first quarter of 2017.

? Cumulative Persisting Annual Energy Efficiency Megawatt-hour (MWh) Savings Goals.

FEJA allows us to defer energy efficiency costs (except for any voltage optimization costs which are recovered through our electric
distribution formula rate) as a separate regulatory asset that is recovered through an energy efficiency formula rate over the weighted
average useful life, as approved by the ICC, of the related energy efficiency measures. We earn a return on the energy efficiency regulatory
asset at a rate equal to our weighted average cost of capital, which is based on a year-end capital structure and calculated using the same
methodology applicable to our electric distribution formula rate. Beginning January 1, 2018 through December 31, 2030, the return on
equity that we earn on our energy efficiency regulatory asset is subject to a maximum downward or upward adjustment of 200 basis points if
our cumulative persisting annual MWh savings falls short of or exceeds specified percentage benchmarks of our annual incremental savings
goal. We are required to file an update to our energy efficiency formula rate on or before June 1st each year, with resulting rates effective in
January of the following year. The annual update is based on projected current year energy efficiency costs, PJM capacity revenues, and the
projected year-end regulatory asset balance less any related deferred income taxes (initial year revenue requirement). The update also
reconciles any differences between the revenue requirement in effect for the prior year and actual costs incurred from the year (annual
reconciliation). The approved energy efficiency formula rate also provides for revenue decoupling provisions similar to those in our electric
distribution formula rate.
On May 23, 2019, we filed our energy efficiency formula rate update, which reflected an increase of $53 million for the initial revenue
requirement for 2019 and a decrease of $2 million related to the annual reconciliation for 2018. The revenue requirement for 2019 and the
annual reconciliation for 2018 provides for a weighted average debt and equity return on distribution rate base of 6.53% inclusive of an
allowed ROE of 8.91%, reflecting the average rate on 30-year treasury notes plus 580 basis points. The ROE applicable to the 2018
reconciliation year is 10.91% and the return on rate base is 7.49%, which include the performance adjustment, which, as noted, can either
increase or decrease the ROE by up to a maximum of 200 basis points.
For the energy efficiency formula, we record a regulatory asset or liability and corresponding increase or decrease to operating revenues for
any differences between the revenue requirement in effect and our best estimate of the revenue requirement expected to be approved by the
ICC for that year's reconciliation. For the other rate riders established under FEJA, we record a regulatory asset or liability for any
differences between revenues and incurred expenses.

? Transmission Formula Rate

Our transmission rates are established based on a FERC-approved formula. We are required to file an annual update to the FERC-approved
formula on or before May 15, with the resulting rates effective on June 1 of the same year. The annual
S-4
formula rate update is based on prior year actual costs and current year projected capital additions (initial year revenue requirement). The
update also reconciles any differences between the revenue requirement in effect beginning June 1 of the prior year and actual costs incurred
for that year (annual reconciliation).
We filed our annual transmission formula rate update for 2019, which reflected an increase of $21 million for the initial revenue
requirement for 2019 and a decrease of $16 million related to the annual reconciliation for 2018. The revenue requirement for 2019 and the
annual reconciliation for 2018 provides for a weighted average debt and equity return on transmission rate base of 8.21% inclusive of an
allowed ROE of 11.50%. As part of the FERC-approved settlement of our 2007 transmission rate case, the rate of return on common equity
is 11.50%, inclusive of a 50-basis-point incentive adder for being a member of a regional transmission organization, and the common equity
component of the ratio used to calculate the weighted average debt and equity return for the transmission formula rate is currently capped at
55%. The updated transmission rate is effective June 2019, subject to review by the FERC and other parties, which is due by the fourth
quarter of 2019.
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? Grand Jury Subpoenas.

Exelon and ComEd received a grand jury subpoena in the second quarter of 2019 from the U.S. Attorney's Office for the Northern District
of Illinois requiring production of information concerning their lobbying activities in the State of Illinois. On October 4, 2019, Exelon and
ComEd received a second grand jury subpoena from the U.S. Attorney's Office for the Northern District of Illinois requiring production of
records of any communications with certain individuals and entities. On October 22, 2019, the SEC notified Exelon and ComEd that it has
also opened an investigation into their lobbying activities. Exelon and ComEd have cooperated fully and intend to continue to cooperate
fully and expeditiously with the U.S. Attorney's Office and the SEC. Exelon and ComEd cannot predict the outcome of the subpoenas or the
SEC investigation.
See Notes 4 and 22 of the Combined Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended
December 31, 2018, and Notes 6 and 16 of the Combined Notes to Consolidated Financial Statements in our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2019 for additional information regarding the matters discussed above and other regulatory proceedings.
S-5
RISK FACTORS
Your investment in the bonds will involve certain risks. You should carefully consider the following discussion and the risks described under
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018, incorporated by reference in this prospectus
supplement and the accompanying prospectus, the factors listed under "Forward-Looking Statements" in this prospectus supplement and the other
information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus before making a decision to
invest in the bonds. See "Where You Can Find More Information" in this prospectus supplement.
There is no assurance that a public market will develop for the bonds.
The bonds are a new issue of securities with no established trading market. We do not intend to apply for listing of the bonds on any securities
exchange. We can give no assurances concerning the liquidity of any market that may develop for the bonds offered hereby, the ability of any
investor to sell any of the bonds, or the price at which investors would be able to sell them. If a market for the bonds does not develop, investors
may be unable to resell the bonds for an extended period of time, if at all. If a market for the bonds does develop, it may not continue or it may not
be sufficiently liquid to allow holders to resell any of their bonds. Consequently, investors may not be able to liquidate their investments readily,
and lenders may not readily accept the bonds as collateral for loans.
USE OF PROCEEDS
We expect to receive net proceeds from the issuance and sale of the bonds of approximately $293,626,000, after deducting the underwriting
discount and other estimated fees and expenses payable by us. We intend to use the net proceeds to repay outstanding commercial paper obligations
and for general corporate purposes. As of November 1, 2019, we had $292 million of outstanding commercial paper obligations, which had a
maturity of three days and a weighted average annual interest rate of 1.85%. If we do not use the net proceeds immediately, we may temporarily
invest them in short-term, interest-bearing obligations.
CAPITALIZATION
The following table sets forth our consolidated capitalization as of September 30, 2019, and as adjusted to give effect to the issuance and sale
of the bonds and the application of the net proceeds from this offering as set forth under "Use of Proceeds" in this prospectus supplement. This
table is qualified in its entirety by, and should be considered in conjunction with, the more detailed information incorporated by reference or
provided in this prospectus supplement or in the accompanying prospectus.
As of September 30, 2019
Actual
As Adjusted
($ in millions)
(unaudited)
Commercial Paper (a)
$
387 $
93
Long-term debt:
First Mortgage Bonds, including $500 million of current maturities
8,196
8,496
Long-term debt to financing trust
205
205
Other long-term debt (b)
(17)
(20)
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Total shareholders' equity
10,597
10,597
Total capitalization, including short-term borrowings and $500 million of current maturities
$
19,368
$
19,371
____________________
(a) As described under "Use of Proceeds" above, we had $292 million of outstanding commercial paper as of November 1, 2019, of which $292
million will be retired using the proceeds from the bonds.

(b) Includes $(25) million (actual) and $(27) million (as adjusted) of unamortized debt discount.
S-6
DESCRIPTION OF THE BONDS AND MORTGAGE
The bonds will be issued under our Mortgage dated July 1, 1923 (Mortgage), as amended and supplemented and as further supplemented by a
supplemental indenture creating the bonds. The bonds will bear interest at the rate per annum and will be due and payable on the date set forth on
the cover page of this prospectus supplement. We are issuing the bonds on the basis of net property additions. See "Property Additions/Bondable
Bond Retirements" below for the meaning of the term "net property additions."
We refer to this Mortgage in this prospectus supplement as the "Mortgage" and to BNY Mellon Trust Company of Illinois as the "Mortgage
Trustee." The terms "lien of Mortgage," "mortgage date of acquisition," "permitted lien," "prior lien," "prior lien bonds," "property additions,"
"bondable bond retirements," and "utilized under the Mortgage" are used in this prospectus supplement with the meanings given to those terms in
the Mortgage.
The Mortgage contains provisions under which substantially all of the properties of our electric utility subsidiary, Commonwealth Edison
Company of Indiana, Inc., or the Indiana Company, might be subjected to the lien of the Mortgage, if we should so determine, as additional
security for our bonds, whereupon that subsidiary would become a "mortgaged subsidiary," as defined in the Mortgage. Since we have not as yet
made any determination as to causing the Indiana Company to become a mortgaged subsidiary, those provisions of the Mortgage that are
summarized below that discuss a mortgaged subsidiary as well as us, relate to us only.
We have summarized selected provisions of the Mortgage below. However, because this summary is not complete, it is subject to and is
qualified in its entirety by reference to the Mortgage. We suggest that you read the complete text of the Mortgage, a copy of which we have
incorporated by reference as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus are a
part.
Securities Offered
The bonds will initially be limited in aggregate principal amount to $300,000,000. Subject to the limitations described in this prospectus
supplement, we may issue additional mortgage bonds under our Mortgage with the same priority as the bonds offered by this prospectus
supplement, including mortgage bonds having the same series designation and terms (except for the public offering price, the issue date and, if
applicable, the first interest payment date) as the bonds offered by this prospectus supplement, without the approval of the holders of the
outstanding mortgage bonds issued under our Mortgage, including the bonds offered by this prospectus supplement. The bonds will be secured
equally with all other bonds outstanding or hereafter issued under our Mortgage.
Principal, Maturity and Interest
The bonds will initially be limited in aggregate principal amount to $300,000,000. The bonds will be issued in book-entry form only in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The bonds will mature on November 15, 2049. Interest will be payable on the bonds semi-annually on May 15 and November 15 of each year,
beginning on May 15, 2020, until the principal is paid or made available for payment. Interest on the bonds will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of issuance. Payment of interest on the bonds will be made to the person
in whose name those bonds are registered at the close of business on the record date for the relevant interest payment date, which shall be May 1
and November 1 for the interest payment dates on May 15 and November 15, respectively. Default interest will be paid in the same manner to
holders as of a special record date established in accordance with the Mortgage.
Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any date on which interest is payable on the
bonds is not a business day, then payment of the interest payable on that date will be made on the next succeeding day which is a business day (and
without any interest or other payment in respect of any delay), with the same force and effect as if made on such date.
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For so long as the bonds are issued in book-entry form, payments of principal and interest will be made in immediately available funds by wire
transfer to DTC or its nominee. If the bonds are issued in certificated form to a holder other than DTC, payments of principal and interest will be
made by check mailed to that holder at that holder's registered address. Payment of principal of the bonds in certificated form will be made against
surrender of those bonds at the office or agency of our company in the City of Chicago, Illinois and an office or agency in the Borough of
Manhattan, City of New York, New York.
Redemption at Our Option
At any time prior to May 15, 2049 (six months prior to the maturity date of the bonds), we may, at our option, redeem the bonds in whole or in
part at any time at a redemption price equal to the greater of:
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? 100% of the principal amount of the bonds to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, or

? as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the
bonds to be redeemed that would be due if such bonds matured on May 15, 2049, but for the redemption (not including any portion of
payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis at the Adjusted Treasury
Rate plus basis points, plus accrued and unpaid interest to the redemption date.
At any time on or after May 15, 2049 (six months prior to the maturity date of the bonds), we may, at our option, redeem the bonds in whole or
in part at any time at a redemption price equal to 100% of the principal amount of those bonds to be redeemed, plus accrued and unpaid interest to,
but excluding, the redemption date.
The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.
We will send notice of any redemption at least 30 days, but not more than 45 days before the redemption date to each registered holder of the
bonds to be redeemed.
Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the bonds or portions
of the bonds called for redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for the redemption date.
"Business Day" means any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation
to close.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to
the remaining term of the bonds, as applicable, to be redeemed (assuming, for this purpose, that the bonds matured on May 15, 2049) that would be
used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of those bonds.
"Comparable Treasury Price" means, with respect to any redemption date:
? the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference
Treasury Dealer Quotations; or

? if the Quotation Agent obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer
Quotations so received.
"Quotation Agent" means the Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means (1) each of (a) Credit Suisse Securities (USA) LLC, (b) TD Securities (USA) LLC and (c) a Primary
Treasury Dealer selected by PNC Capital Markets LLC, and in each case their respective successors and affiliates, unless any of them ceases to be
a primary U.S. Government securities dealer in the United States of America ("Primary Treasury Dealer"), in which case the Company shall
substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company.
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"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
Business Day preceding that redemption date.
Book-Entry System
We will issue the bonds in the form of one or more global bonds in fully registered form initially in the name of Cede & Co., as nominee of
DTC, or such other name as may be requested by an authorized representative of DTC. The global bonds will be deposited with DTC and may not
be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any
nominee to a successor of DTC or a nominee of such successor.
DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a
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"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended (Exchange Act). DTC holds and provides asset servicing for (over
3.5 million issues of) U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instruments (from over 100 countries) that
DTC's participants (direct participants) deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and
other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between direct participants'
accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (DTCC). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the
DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly (indirect participants). The
rules applicable to DTC and its direct and indirect participants are on file with the SEC. More information about DTC can be found at
www.dtcc.com. We do not intend this internet address to be an active link or to otherwise incorporate the content of the website into this
prospectus supplement.
Clearstream advises that it is incorporated under the laws of Luxembourg as a bank. Clearstream holds securities for its customers and
facilitates the clearance and settlement of securities transactions between its customers through electronic book-entry transfers between their
accounts. Clearstream provides to its customers among other things, services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in over 30 countries
through established depository and custodial relationships. As a bank, Clearstream is subject to regulation by the Luxembourg Commission for the
Supervision of the Financial Sector, also known as the Commission de Surveillance du Secteur Financier. Its customers are recognized financial
institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations. Its customers in the United States are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also
available to other institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with the
customer.
Euroclear advises that it was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear
participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities
lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. Euroclear
Clearance establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks, including central banks,
securities brokers and dealers and other professional financial intermediaries and may include the initial purchasers. Indirect access to Euroclear is
also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear operator are governed by the terms and conditions governing use of Euroclear
and the related operating procedures of Euroclear. These terms and conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are
held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under the
terms and conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear
participants.
Euroclear further advises that investors that acquire, hold and transfer interests in the bonds by book-entry through accounts with the Euroclear
operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary,
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