Item 1.01. Entry into a Material Definitive Agreement.



On August 12, 2021, Commonwealth Edison Company (ComEd) issued $450 million
aggregate principal amount of its First Mortgage 2.750% Bonds, Series 131, due
September 1, 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 August 12, 2021, ComEd issued $450 million aggregate principal amount of its
First Mortgage 2.750% Bonds, Series 131, due September 1, 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
August 2, 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
refinance $350 million of First Mortgage 3.40% Bonds that are maturing on
September 1, 2021, and for 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 2.750% per annum. Interest on the Bonds is
payable semi-annually on March 1 and September 1, commencing March 1, 2022. The
Bonds are redeemable in whole or in part at ComEd's option (i) at any time prior
to March 1, 2051 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 March 1, 2051 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 August 5, 2021, between ComEd and BNP
Paribas Securities Corp., BofA Securities, 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. BNP Paribas
Securities Corp., BofA Securities, 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 August 5, 2021,

between ComEd and BNP

Paribas Securities Corp., BofA Securities, 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 August 2,

2021, from ComEd to BNY Mellon

Trust Company of Illinois, as trustee, and D. G.

Donovan, as co-trustee


  5.1                      Opinion dated August 12, 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; (2) ComEd's Second Quarter 2021 Quarterly Report on Form 10-Q in
(a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management's Discussion
and Analysis of Financial Condition and Results of Operations, and (c) Part I,
ITEM 1. Financial Statements: Note 15, Commitments and Contingencies; and (3)
other factors discussed in filings with the SEC 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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