Obligation Commonwealth Energy Co. 4% ( US202795JP60 ) en USD

Commonwealth Energy Co.

100 % ▲

Etas-Unis

US202795JP60 ( en USD )

4% par an ( paiement semestriel )

28/02/2049

Prospectus brochure de l'obligation Commonwealth Edison Co US202795JP60 en USD 4%, échéance 28/02/2049

1 000 USD

400 000 000 USD

202795JP6

A ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

01/03/2026 ( Dans 20 jours )

Commonwealth Edison Company (ComEd) est une importante société de services publics d'électricité desservant le nord de l'Illinois, filiale de Exelon Corporation.

L'Obligation émise par Commonwealth Energy Co. ( Etas-Unis ) , en USD, avec le code ISIN US202795JP60, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2049

L'Obligation émise par Commonwealth Energy Co. ( Etas-Unis ) , en USD, avec le code ISIN US202795JP60, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Commonwealth Energy Co. ( Etas-Unis ) , en USD, avec le code ISIN US202795JP60, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 comed3543691-424b2.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(2)
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-213383-05
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 28, 2017)
$400,000,000
Commonwealth Edison Company
First Mortgage 4.000% Bonds, Series 126 due 2049
____________________
We are offering $400,000,000 aggregate principal amount of our First Mortgage 4.000% Bonds, Series 126 due March 1, 2049. The Series 126
bonds will bear interest at the rate of 4.000% per year. We will pay interest on the Series 126 bonds on March 1 and September 1 of each year,
beginning on September 1, 2019. The Series 126 bonds will mature on March 1, 2049. We refer to the Series 126 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-5 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 126 Bond

99.186%
0.875%

98.311%
Total for Series 126 Bonds
$ 396,744,000
$
3,500,000
$
393,244,000
____________________
(1)
Plus accrued interest from February 19, 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, société anonyme and/or Eurostream Bank S.A./N.V., against payment in New York, New York on or about February 19,
2019.
Joint Book-Running Managers
Barclays
MUFG
US Bancorp
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CIBC Capital Markets
Credit Agricole CIB
SMBC Nikko
____________________
Senior Co-Manager
BNY Mellon Capital Markets, LLC
____________________
Co-Managers
Cabrera Capital Markets, LLC Loop Capital Markets Mischler Financial Group, Inc. Penserra Securities LLC R. Seelaus & Co., LLC
The date of this prospectus supplement is February 11, 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-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-23
DOCUMENTS INCORPORATED BY REFERENCE
S-23
Prospectus
Page
ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
2
RISK FACTORS
2
EXELON CORPORATION
2
EXELON GENERATION COMPANY, LLC
3
COMMONWEALTH EDISON COMPANY
3
PECO ENERGY COMPANY
3
BALTIMORE GAS AND ELECTRIC COMPANY
3
POTOMAC ELECTRIC POWER COMPANY
4
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DELMARVA POWER & LIGHT COMPANY
4
ATLANTIC CITY ELECTRIC COMPANY
4
USE OF PROCEEDS
4
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE STOCK
DIVIDENDS
5
DESCRIPTION OF SECURITIES
7
PLAN OF DISTRIBUTION
7
LEGAL MATTERS
9
EXPERTS
9
WHERE YOU CAN FIND MORE INFORMATION
9
DOCUMENTS INCORPORATED BY REFERENCE
10
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
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
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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; 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
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.
Year Ended December 31,

2018

2017

2016
($ in millions)
Income Statement Data
Operating revenues
$ 5,882
$ 5,536
$ 5,254
Operating income
1,146
1,323
1,205
Net income
664
567
378
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Cash Flow Data
Cash interest paid, net of amount capitalized
$
332
$
307
$
298
Capital expenditures (a)
(2,126)
(2,250)
(2,734)
Net cash flows provided by operating activities
1,749
1,527
2,505
Net cash flows used in investing activities
(2,097)
(2,230)
(2,685)
Net cash flows provided by financing activities
534
789
169

As of December 31,
2018
2017
2016
($ in millions)
Balance Sheet Data
Property, plant and equipment, net
$22,058
$20,723
$19,335
Regulatory assets, including current portion
1,600
1,279
1,167
Goodwill
2,625
2,625
2,625
Total assets
31,213
29,726
28,335
Regulatory liabilities, including current portion
6,343
6,577
3,698
Long-term debt, including debt due within one year
8,101
7,601
7,033
Long-term debt to financing trust
205
205
205
Total liabilities
20,966
20,184
19,610
Total shareholders' equity
10,247
9,542
8,725
____________________
(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).
Our 2018 approved revenue requirement reflects a decrease of $58 million for the initial year revenue requirement for 2018 and an increase
of $34 million related to the annual reconciliation for 2017. The revenue requirement for 2018 and the annual reconciliation for 2017
provides for a weighted average debt and equity return on distribution rate base of 6.52% inclusive of an allowed Return on Investment
(ROE) of 8.69%, reflecting the average rate on 30-year treasury notes plus 580 basis points.
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
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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.
Our 2018 approved energy efficiency revenue requirement reflects an increase of $41 million for the initial year revenue requirement for
2018 and an increase of $1 million related to the annual reconciliation for 2017. The revenue requirement for 2018 and the annual
reconciliation for 2017 provides for a weighted average debt and equity return on distribution rate base of 6.52% inclusive of an allowed
ROE of 8.69%, reflecting the average rate on 30-year treasury notes plus 580 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.
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, for additional information regarding the matters discussed above and other regulatory proceedings.
S-4
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 $391,344,000, 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 repay outstanding commercial
paper obligations and for general corporate purposes. As of February 7, 2019, we had $401 million of outstanding commercial paper obligations,
which had a weighted average maturity of 7 days and a weighted average annual interest rate of 2.69%. 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 December 31, 2018, 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 December 31, 2018

Actual
As Adjusted
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($ in millions)
(unaudited)
Commercial Paper (a)
$
--
$
--
Long-term debt:
First Mortgage Bonds, including $300 million of current
maturities
8,179
8,579
Long-term debt to financing trust
205
205
Other long-term debt (b)
(15)
(18)
Total shareholders' equity
10,247
10,247
Total capitalization, including short-term borrowings and $300 million
of current maturities
$18,616
$19,013
____________________
(a)
As described under "Use of Proceeds" above, we had $401 million of outstanding commercial paper as of February 7, 2019, of which $391
million will be retired using the proceeds from the bonds.

(b)
Includes $23 million of unamortized debt discount.
S-5
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 $400,000,000. 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 $400,000,000. 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 March 1, 2049. Interest will be payable on the bonds semi-annually on March 1 and September 1 of each year,
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beginning on September 1, 2019, 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
February 15 and August 15 for the interest payment dates on March 1 and September 1, 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.
Redemption at Our Option
At any time prior to September 1, 2048 (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:
S-6
? 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 September 1, 2048, 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 20 basis points, plus accrued and unpaid interest to the redemption date.
At any time on or after September 1, 2048 (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 September 1, 2048) 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

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? 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) Barclays Capital Inc. and (b) a Primary Treasury Dealer selected by each of MUFG
Securities Americas Inc. and U.S. Bancorp Investments, Inc., and in each case their respective successors and affiliates, unless such entity ceases to
be a Primary Treasury Dealer, in which case we shall substitute another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer
selected by us.
"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
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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
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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, if any,
standing between themselves and the global securities.
Purchases of bonds under the DTC system must be made by or through direct participants, which will receive a credit for the bonds in DTC's
records. The ownership interest of each actual purchaser of bonds is in turn to be recorded on the direct and indirect participants' records.
Beneficial owners of the bonds will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant
through which the beneficial owner entered into the transaction. Transfers of ownership interests in the bonds are to be accomplished by entries
made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in the bonds, except in the event that use of the book-entry system for the bonds is discontinued.
To facilitate subsequent transfers, all bonds deposited by direct participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of bonds with DTC and their
registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the
actual beneficial owners of the bonds; DTC's records reflect only the identity of the direct
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participants to whose accounts such bonds are credited, which may or may not be the beneficial owners. The direct and indirect participants will
remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. The laws of some jurisdictions may require that certain persons take physical delivery in
definitive form of securities which they own. Consequently, those persons may be prohibited from purchasing beneficial interests in the global
bonds from any beneficial owner or otherwise.
Redemption notices shall be sent to DTC. If less than all of the bonds within an issue are being redeemed, DTC's practice is to determine by lot
the amount of the interest of each direct participant in such issue to be redeemed.
So long as DTC's nominee is the registered owner of the global bonds, such nominee for all purposes will be considered the sole owner or
holder of the bonds for all purposes under the Indenture. Except as provided below, beneficial owners will not be entitled to have any of the bonds
registered in their names, will not receive or be entitled to receive physical delivery of the bonds in definitive form and will not be considered the
owners or holders thereof under the Indenture.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the bonds. Under its usual procedures, DTC
mails an omnibus proxy to the issuer as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights
to those direct participants to whose accounts the bonds are credited on the record date (identified in a listing attached to the omnibus proxy).
All payments on the global bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of
DTC. DTC's practice is to credit direct participants' accounts upon DTC's receipt of funds and corresponding detail information from trustees or
issuers on payment dates in accordance with their respective holdings shown on DTC's records. Payments by participants to beneficial owners will
be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such participant and not of DTC, the Trustee or us, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be
requested by an authorized representative of DTC) shall be the responsibility of the Trustee or us, disbursement of such payments to direct
participants shall be the responsibility of DTC, and disbursement of such payments to the beneficial owners shall be the responsibility of direct and
indirect participants.
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