Filed Pursuant to Rule 433
Registration Statement No. 333-213383-05
Dated February 11, 2019
Commonwealth Edison Company
First Mortgage4.000%Bonds, Series 126, due 2049
February 11, 2019
Pricing Term Sheet
| Issuer: | Commonwealth Edison Company | |
| Ratings*: | A1 (Moody’s); A- (S&P); A (Fitch) | |
| Securities: | First Mortgage 4.000% Bonds, Series 126 | |
| Trade Date: | February 11, 2019 | |
| Settlement Date**: | February 19, 2019 (T+5) | |
| Principal Amount: | $400,000,000 | |
| Maturity Date: | March 1, 2049 | |
| Coupon: | 4.000% | |
| Benchmark Treasury: | 3.375% due November 15, 2048 | |
| Benchmark Treasury Price / Yield: | 107-13 / 2.997% | |
| Spread to Benchmark Treasury: | 105 basis points | |
| Yield to Maturity: | 4.047% | |
| Public Offering Price: | 99.186% of the principal amount | |
| Interest Payment Dates: | March 1 and September 1 of each year, commencing September 1, 2019 | |
| Optional Redemption Provisions: | At any time prior to September 1, 2048 (six months prior to the maturity date), at a make whole price equal to the greater of (a) 100% of the principal amount or (b) discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate plus 20 basis points; and on or after September 1, 2048, at 100% of the principal; plus, in each case, accrued and unpaid interest to, but excluding, the redemption date | |
| CUSIP / ISIN: | 202795 JP6 / US202795JP60 | |
| Joint Book-Running Managers: | Barclays Capital Inc. | |
| MUFG Securities Americas Inc. | ||
| U.S. Bancorp Investments, Inc. | ||
| CIBC World Markets Corp. | ||
| Credit Agricole Securities (USA) Inc. | ||
| SMBC Nikko Securities America, Inc. | ||
| Senior Co-Manager: | BNY Mellon Capital Markets, LLC | |
| Co-Managers: | Cabrera Capital Markets, LLC | |
| Loop Capital Markets LLC | ||
| Mischler Financial Group, Inc. | ||
| Penserra Securities LLC | ||
| R. Seelaus & Co., LLC |
*Note:A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**We expect to deliver the bonds on or about February 19, 2019, which will be the fifth business day following the date of this term sheet (“T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade bonds on the date of this term sheet or the next two succeeding business days will be required, byvirtue of the fact that the bonds initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at 1-888-603-5847, MUFG Securities Americas Inc. at 1-877-649-6848, or U.S. Bancorp Investments, Inc. at 1-877-558-2607.
