Obligation Commonwealth Edison Co 2.55% ( US202795JH45 ) en USD

Commonwealth Edison Co

94.66 % ▲

Etas-Unis

US202795JH45 ( en USD )

2.55% par an ( paiement semestriel )

14/06/2026

Prospectus brochure de l'obligation Commonwealth Edison Co US202795JH45 en USD 2.55%, échéance 14/06/2026

2 000 USD

500 000 000 USD

202795JH4

A ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

15/06/2024 ( Dans 29 jours )

L'Obligation émise par Commonwealth Edison Co ( Etas-Unis ) , en USD, avec le code ISIN US202795JH45, paye un coupon de 2.55% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2026

L'Obligation émise par Commonwealth Edison Co ( Etas-Unis ) , en USD, avec le code ISIN US202795JH45, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Commonwealth Edison Co ( Etas-Unis ) , en USD, avec le code ISIN US202795JH45, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-196220-03
CALCULATION OF REGISTRATION FEE

Title of each class of
Proposed maximum
Amount of
securities to be registered

aggregate offering price

registration fee
First Mortgage Bonds

$1,195,457,000

$120,382.52

Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 23, 2014)
$1,200,000,000

Commonwealth Edison Company
$500,000,000 First Mortgage 2.550% Bonds, Series 120 due 2026
$700,000,000 First Mortgage 3.650% Bonds, Series 121 due 2046

The Series 120 bonds and the Series 121 bonds will bear interest at the rate of 2.550% and 3.650%, respectively, per year. We will pay
interest on the bonds on June 15 and December 15 of each year, beginning on December 15, 2016. The Series 120 bonds and the Series 121 bonds
will mature on June 15, 2026 and June 15, 2046, respectively. 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-5 of this prospectus supplement for a discussion of factors you should consider in connection
with a purchase of the bonds.

Underwriting
Proceeds to ComEd

Price to Public (1)

Discount

Before Expenses (1)
Per Series 120 Bond

100.000%

0.650%

99.350%
Total for Series 120 Bonds

$500,000,000
$3,250,000
$496,750,000
Per Series 121 Bond

99.351%

0.875%

98.476%
Total for Series 121 Bonds

$695,457,000
$6,125,000
$689,332,000

(1)
Plus accrued interest from June 27, 2016, 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, société anonyme and/or Eurostream Bank S.A./N.V., against payment in New York, New York on or about June 27, 2016.
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Joint Book-Running Managers

Citigroup
Mizuho Securities
US Bancorp

CIBC Capital Markets

Credit Agricole CIB

PNC Capital Markets LLC

Senior Co-Manager
Santander

Co-Managers
Blaylock Beal Van, LLC
Drexel Hamilton
Great Pacific Securities
Loop Capital Markets
The date of this prospectus supplement is June 20, 2016.
Table of Contents
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. You should rely only on the information contained in or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus required to be filed with the
Securities and Exchange Commission (SEC). 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-1
SUMMARY FINANCIAL INFORMATION

S-2
RATIO OF EARNINGS TO FIXED CHARGES

S-3
RISK FACTORS

S-5
USE OF PROCEEDS

S-5
CAPITALIZATION

S-5
DESCRIPTION OF THE BONDS AND MORTGAGE

S-6
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

S-15
UNDERWRITING

S-19
LEGAL MATTERS

S-22
EXPERTS

S-22
WHERE YOU CAN FIND MORE INFORMATION

S-22
Prospectus

Page
ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

2
RISK FACTORS

2
EXELON CORPORATION

2
EXELON GENERATION COMPANY, LLC

2
COMMONWEALTH EDISON COMPANY

2
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PECO ENERGY COMPANY

3
BALTIMORE GAS AND ELECTRIC COMPANY

3
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERENCE SECURITY DIVIDENDS

3
DESCRIPTION OF SECURITIES

5
PLAN OF DISTRIBUTION

5
LEGAL MATTERS

6
EXPERTS

7
WHERE YOU CAN FIND MORE INFORMATION

7
DOCUMENTS INCORPORATED BY REFERENCE

7

S-i
Table of Contents
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) as implemented in member states of the European Economic Area. This prospectus supplement and the accompanying prospectus
have each been prepared on the basis that all offers of the bonds will be made pursuant to an exemption under the Prospectus Directive from the
requirement to produce a prospectus in connection with offers of the bonds. Accordingly, any person making or intending to make any offer within
the European Economic Area of the bonds that are the subject of the offering contemplated in this prospectus supplement and the accompanying
prospectus should only do so in circumstances in which no obligation arises for us or any underwriter to produce a prospectus for such offers.
Neither we nor the underwriters have authorized, nor do we or they authorize, the making of any offer of the bonds through any financial
intermediary, other than offers made by underwriters that constitute the final placement of the bonds contemplated in this prospectus supplement
and the accompanying prospectus.
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 authorised 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 falling 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 within Article 49(2)(a) to (d) of the Financial 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) and Baltimore Gas and Electric Company (BGE) 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 2015 Annual Report on Form 10-K: ITEM 1A. Risk
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Factors, ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and ITEM 8. Financial Statements and
Supplementary Data: Note 23, as those items may be updated in the following sections of ComEd's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2016: 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 18; 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.
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

S-1
Table of Contents
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 million. The service
territory includes the City of Chicago, an area of about 225 square miles with an estimated population of 2.8 million. ComEd has approximately
3.8 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 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.

Three Months Ended

Year Ended December 31,

March 31,

2015 2014 2013 2016 2015

($ in millions)

(unaudited)

Income Statement Data

Operating revenues
$ 4,905 $ 4,564 $ 4,464 $ 1,249 $ 1,185
Operating income

1,017

980

954
274
230
Net income

426

408

249
115

90
Cash Flow Data

Cash interest paid, net of amount capitalized
$
308 $
292 $
283 $ 144 $ 136
Capital expenditures (a)

(2,398)
(1,689)
(1,433)
(639)
(530)
Net cash flows provided by operating activities

1,896
1,326
1,218
284
251
Net cash flows used in investing activities

(2,362)
(1,655)
(1,387)
(626)
(523)
Net cash flows provided by financing activities

467

359

61
296
314

As of December 31,

As of March 31,

2015

2014

2013

2016

($ in millions)

(unaudited)

Balance Sheet Data

Property, plant and equipment, net
$ 17,502 $ 15,793 $ 14,666

$ 17,971

Regulatory assets, including current portion

1,113
1,201
1,262

1,164

Goodwill

2,625
2,625
2,625

2,625

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Total assets

26,532
25,358
24,089

26,887

Regulatory liabilities, including current portion

3,614
3,780
3,682

3,639

Long-term debt, including debt due within one year

6,509
5,925
5,647

6,510

Long-term debt to financing trust

205

205

205

205

Total liabilities

18,289
17,451
16,561

18,580

Total shareholders' equity

8,243
7,907
7,528

8,307

(a)
These amounts include investment in plant and plant removals, net.

S-2
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The following table provides our consolidated ratio of earnings to fixed charges:

Three Months

Year Ended December 31,

Ended March 31,

2011
2012
2013
2014
2015
2016
Ratio of earnings to fixed charges

3.0

3.0

1.7(a)

3.1

3.1

3.2

(a)
Includes interest expense of $294 million for the year ended December 31, 2013, related to the remeasurement of the like-kind exchange tax
position. See Note 14 -- Income taxes of ComEd's Annual Report on Form 10-K for the year ended December 31, 2013, for additional
information regarding the like-kind exchange tax position.
The ratio of earnings to fixed charges represents, on a pre-tax basis, the number of times earnings cover fixed charges. Earnings consist
of pre-tax net income from continuing operations after adjustment for income from equity investees and capitalized interest or allowance for funds
used during construction, to which has been added fixed charges. Fixed charges consist of interest costs and amortization of debt discount and
premium on all indebtedness and the estimated interest portion of all rental expense.
Notes to Summary Financial Information
Several of the more significant rate-related matters are summarized below:

· Energy Infrastructure Modernization Act.
Since 2011, our distribution rates are established through a performance-based rate formula, pursuant to the Illinois Energy
Infrastructure Modernization Act (EIMA). EIMA also provides a structure for substantial capital investment by utilities to modernize
Illinois' electric utility infrastructure. EIMA was scheduled to sunset, ending ComEd's performance based rate formula and investment
commitment, at December 31, 2017, unless approved to continue through 2022 by the Illinois General Assembly. On April 3, 2015, the
Governor signed legislation extending the EIMA sunset from 2017 to 2019.
Participating utilities are required to file an annual update to the performance-based formula rate tariff on or before May 1, with
resulting rates effective in January of the following year. This annual formula rate update is based on prior year actual costs and current
year projected capital additions. The update also reconciles any differences between the revenue requirement(s) in effect for the prior
year and actual costs incurred for that year. Our earned rate of return on common equity is required to be within plus or minus 50 basis
points (the collar) of the target rate of return determined as the annual average rate on 30-year treasury notes plus 580 basis points.
Therefore, the collar limits favorable and unfavorable impacts of weather and load on distribution revenue. In addition, our target rate
of return on common equity is subject to reduction if we do not deliver the reliability and customer service benefits, as defined in
EIMA, we have committed to deliver over the life of the investment program. Throughout each year, we record regulatory assets or
regulatory liabilities and corresponding increases or decreases to operating revenues for any differences between the revenue
requirement(s) in effect and our best estimate of the revenue requirement expected to be approved by the ICC for that year's
reconciliation. As of March 31, 2016, and December 31, 2015, we had recorded a net regulatory asset associated with the distribution
formula rate of $198 million and $189 million, respectively. The regulatory asset associated with the distribution true-up is amortized
to Operating revenues as the associated amounts are recovered through rates.
On April 13, 2016, we filed our annual distribution formula rate with the ICC pursuant to EIMA. The filing establishes the revenue
requirement used to set the rates that will take effect in January 2017 after the ICC's review and approval, which is due by December
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2016. The revenue requirement requested is based on 2015 actual costs plus projected 2016 capital additions as well as an annual
reconciliation of the revenue requirement in effect in 2015 to the actual costs incurred that year. Our 2016 filing request includes a total
increase to the revenue requirement of $138 million, reflecting an increase of $139 million for the initial revenue requirement for 2017
and a decrease of $1 million related to the annual reconciliation for 2015. The revenue requirement for 2017 provides for a weighted
average debt and equity return on distribution rate base of 6.71% inclusive of an allowed return on equity (ROE) of 8.64%, reflecting
the average rate on 30-year treasury notes plus 580 basis points. The annual reconciliation for 2015 provided for a weighted average
debt and equity return on distribution rate base of 6.69% inclusive of an allowed ROE of 8.59%, reflecting the average rate on 30-year
treasury notes plus 580 basis points less a performance metrics penalty of 5 basis points.

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Table of Contents

· Grand Prairie Gateway Transmission Line.
On December 2, 2013, we filed a request to obtain the ICC's approval to construct a 60-mile overhead 345kV transmission line that
traverses Ogle, DeKalb, Kane and DuPage Counties in Northern Illinois. On October 22, 2014, the ICC issued an Order approving our
request. The City of Elgin and certain other parties each filed an appeal of the ICC Order in the Illinois Appellate Court for the Second
District. We then reached a settlement of the appeal filed by all parties except Elgin. On March 31, 2016, the Illinois Appellate Court
issued its opinion affirming the ICC's grant of a certificate to us to construct and operate the line. On May 28, 2014, in a separate
proceeding, FERC issued an order granting our request to include 100% of the capital costs recorded to construction work in progress
during construction of the line in our transmission rate base. If the project is cancelled or abandoned for reasons beyond our control,
FERC approved our ability to recover 100% of our prudent costs incurred after May 21, 2014 and 50% of our costs incurred prior to
May 21, 2014 in our transmission rate base. The costs incurred for the project prior to May 21, 2014 were immaterial. We have
acquired numerous easements across the project route through voluntary transactions. We are seeking to acquire the remaining rights
either through settlement or condemnation proceedings that are currently pending in the relevant circuit courts. We began construction
of the line during the second quarter of 2015 with an expected in-service date of the second quarter of 2017.

· 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 formula rate update is
based on prior year actual costs and current year projected capital additions. 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. We record regulatory assets or
regulatory liabilities and corresponding increases or decreases 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 FERC for that year's
reconciliation. As of each of March 31, 2016 and December 31, 2015, we had recorded a net regulatory asset associated with the
transmission formula rate of $31 million. The regulatory asset associated with the transmission true-up is amortized to Operating
revenues as the associated amounts are recovered through rates.
On April 13, 2016, we filed our annual transmission formula rate update based upon the FERC-approved formula with the FERC. The
filing establishes the revenue requirement used to set rates that will take effect in June 2016, subject to review by the FERC and other
parties, which is due by fourth quarter 2016. Our 2016 annual update includes a total increase to the revenue requirement of $94
million, reflecting an increase of $90 million for the initial revenue requirement and an increase of $4 million related to the annual
reconciliation. The revenue requirement provides for a weighted average debt and equity return on transmission rate base of 8.47%,
inclusive of an allowed ROE of 11.50%, a decrease from the 8.61% average debt and equity return previously authorized.

· Continuous Power Interruption.
Section 16-125 of the Illinois Public Utilities Act provides that in the event an electric utility, such as us, experiences a continuous
power interruption of four hours or more that affects (in our case) more than 30,000 customers, the utility may be liable for actual
damages suffered by customers as a result of the interruption and may be responsible for reimbursement of local governmental
emergency and contingency expenses incurred in connection with the interruption. Recovery of consequential damages is barred. The
affected utility may seek from the ICC a waiver of these liabilities when the utility can show that the cause of the interruption was
unpreventable damage due to weather events or conditions, customer tampering, or certain other causes enumerated in the law. As of
each of March 31, 2016 and December 31, 2015, we did not have any material liabilities recorded for power interruptions covered by
the law.
See Notes 3 and 23 of the Combined Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended
December 31, 2015, and Notes 5 and 18 of the Combined Notes to Consolidated Financial Statements in our Quarterly Report on Form 10-Q for
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the quarter ended March 31, 2016, for additional information regarding regulatory proceedings.

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Table of Contents
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, 2015, 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 public market 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 $1,183,482,000, after deducting the
underwriting discount and other estimated fees and expenses payable by us. We intend to use a portion of the net proceeds to refinance the $415
million outstanding principal amount of our First Mortgage 5.95% Bonds, Series 104, due August 15, 2016, and the $250 million outstanding
principal amount of our First Mortgage 1.95% Bonds, Series 111, due September 1, 2016. We intend to use the remaining portion of the net
proceeds to repay a portion of our outstanding commercial paper obligations and for general corporate purposes. As of June 16, 2016, we had $596
million of outstanding commercial paper obligations, which had remaining maturities of up to 30 days and annual interest rates ranging from 0.70%
to 0.80%. 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 March 31, 2016, 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 March 31, 2016

Actual

As Adjusted
($ in millions)

(unaudited)
Commercial Paper

$
643

$
125
Long-term debt:

First Mortgage Bonds, including $665 million of current
maturities

6,419

6,954
Long-term debt to financing trust

205

205
Other long-term debt(a)

128

128
Total shareholders' equity

8,307

8,307

Total capitalization, including short-term borrowings and $665
million of current maturities

$15,702

$15,719

(a)
Includes $20 million of unamortized debt discounts.

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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 rates per annum and will be due and payable on
the dates set forth on the cover page of this prospectus supplement. We are issuing the bonds on the basis of net property additions and bondable
bond retirements. See "Property Additions/Bondable Bond Retirements" below for the meaning of the terms "net property additions" and
"bondable bond retirements."
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 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 Series 120 bonds and the Series 121 bonds will initially be limited in aggregate principal amount to $500,000,000 and
$700,000,000, respectively. 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 Series 120 bonds and the Series 121 bonds will initially be limited in aggregate principal amount to $500,000,000 and
$700,000,000, respectively. 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 Series 120 bonds and Series 121 bonds will mature on June 15, 2026 and June 15, 2046, respectively. Interest will be payable on
the bonds semi-annually on June 15 and December 15 of each year, beginning on December 15, 2016, 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 June 1 and December 1 for the interest payment dates on June 15 and
December 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.
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.

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Redemption at Our Option
At any time prior to March 15, 2026 (three months prior to the maturity date of the Series 120 bonds), with respect to the Series 120
bonds, or to December 15, 2045 (six months prior to the maturity date of the Series 121 bonds), with respect to the Series 121 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:

·
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 March 15, 2026, in the case of the Series 120
bonds, or December 15, 2045, in the case of the Series 121 bonds, 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 15 basis points, in the case of the Series 120 bonds, or 20 basis points, in the case of the Series 121 bonds, plus
accrued and unpaid interest to the redemption date.
At any time on or after March 15, 2026 (three months prior to the maturity date of the Series 120 bonds), we may, at our option,
redeem the Series 120 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.
At any time on or after December 15, 2045 (six months prior to the maturity date of the Series 121 bonds), we may, at our option,
redeem the Series 121 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 Series 120 bonds or Series 121 bonds, as applicable, to be redeemed (assuming, for this purpose, that the
Series 120 bonds matured on March 15, 2026 and the Series 121 bonds matured on December 15, 2045) 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) Citigroup Global Markets Inc. and (b) a Primary Treasury Dealer (as defined
below) selected by each of Mizuho Securities USA Inc. and U.S. Bancorp Investments, Inc., and in each case their respective successors and
affiliates, unless such entity ceases to be a primary U.S. Government securities dealer in the United States of America (a "Primary Treasury
Dealer"), in which case we shall substitute another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by us.

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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 each series of 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 "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, as well as the laws and contractual provisions governing the relationship between such an intermediary and each other intermediary,
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