Item 1.01. Entry into a Material Definitive Agreement.



On March 9, 2021, Commonwealth Edison Company (ComEd) issued $700 million
aggregate principal amount of its First Mortgage 3.125% Bonds, Series 130, due
March 15, 2051 (Bonds). See Item 2.03 below for a description of the Bonds and
related agreements.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



On March 9, 2021, ComEd issued $700 million aggregate principal amount of its
First Mortgage 3.125% Bonds, Series 130, due March 15, 2051. The Bonds were
issued pursuant to ComEd's Mortgage dated July 1, 1923, as amended and
supplemented by supplemental indentures, including the Supplemental Indenture
dated August 1, 1944 (Mortgage) and the Supplemental Indenture dated as of
February 16, 2021 (Supplemental Indenture). The Mortgage is a first mortgage on
ComEd's utility plant. The proceeds of the Bonds will be used by ComEd to repay
a portion of ComEd's outstanding commercial paper obligations and two
outstanding term loans, and to fund other general corporate purposes. The Bonds
were registered under the Securities Act of 1933, as amended, pursuant to
ComEd's Registration Statement on Form S-3 (Registration No. 333-233543-02),
with the Securities and Exchange Commission (SEC), which was effective upon
filing.

The Bonds carry an interest rate of 3.125% per annum. Interest on the Bonds is
payable semi-annually on March 15 and September 15, commencing September 15,
2021. The Bonds are redeemable in whole or in part at ComEd's option (i) at any
time prior to September 15, 2050 at a redemption price equal to the greater of
100% of the principal amount to be redeemed or a "make-whole" redemption price
calculated as provided in the Supplemental Indenture, plus accrued and unpaid
interest up to but excluding the redemption date, and (ii) on or after September
15, 2050 at a redemption price equal to 100% of the principal amount to be
redeemed, plus accrued and unpaid interest up to but excluding the redemption
date. A copy of the Supplemental Indenture, which sets forth the terms of the
Bonds, is attached hereto as Exhibit 4.1 and is incorporated herein by
reference.

In connection with the issuance of the Bonds, Sidley Austin LLP provided ComEd with the legal opinion attached to this Current Report as Exhibit 5.1.



A copy of the Underwriting Agreement dated March 2, 2021 between ComEd and
Citigroup Global Markets Inc., MUFG Securities Americas Inc., U.S. Bancorp
Investments, Inc., and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein, is filed as Exhibit 1.1 to this Current
Report. Citigroup Global Markets Inc., MUFG Securities Americas Inc., U.S.
Bancorp Investments, Inc., and Wells Fargo Securities, LLC, and some of the
other underwriters have banking affiliates who are lending parties in ComEd's
revolving credit facility. Some of the underwriters and their affiliates have
engaged in, and may in the future engage in, investment banking, and other
commercial dealings in the ordinary course of business with ComEd and its
affiliates. They have received customary fees and commissions for these
transactions.





















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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



The following exhibits are filed herewith:
Exhibit No.              Description
  1.1                      Underwriting Agreement dated March 2, 2021,

between ComEd and

Citigroup Global Markets Inc., MUFG Securities

Americas Inc., U.S. Bancorp

Investments, Inc. and Wells Fargo Securities, LLC,

as representatives of the


                         several underwriters named therein
  4.1                      Supplemental Indenture dated as of February 16,

2021, from ComEd to BNY

Mellon Trust Company of Illinois, as trustee, and D. G. Donovan, as
                         co-trustee
  5.1                      Opinion dated March 9, 2021, of Sidley Austin LLP
101                      Cover Page Interactive Data File - the cover page

XBRL tags are embedded


                         within the Inline XBRL document.
104                      The cover page from this Current Report on Form

8-K, formatted as Inline XBRL.


                                   * * * * *

This Current Report contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that are subject
to risks and uncertainties. Words such as "could," "may," "expects,"
"anticipates," "will," "targets," "goals," "projects," "intends," "plans,"
"believes," "seeks," "estimates," "predicts," and variations on such words, and
similar expressions that reflect our current views with respect to future events
and operational, economic, and financial performance, are intended to identify
such forward-looking statements.

The factors that could cause actual results to differ materially from the
forward-looking statements made by ComEd include those factors discussed herein
as well as the items discussed in (1) ComEd's 2020 Annual Report on Form 10-K in
(a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations, and (c) Part II,
ITEM 8. Financial Statements and Supplementary Data: Note 19, Commitments and
Contingencies; and (2) other factors discussed in filings with the Securities
and Exchange Commission by ComEd.

Investors are cautioned not to place undue reliance on these forward-looking
statements, which apply only as of the date of this Current Report. ComEd
undertakes no obligation to publicly release any revision to its forward-looking
statements to reflect events or circumstances after the date of this Current
Report.

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