			UNITED STATES SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549
			FORM			8-K
			CURRENT REPORT
			Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			February 15, 2022
			November 8, 2023
			Date of Report (Date of earliest event reported)

CommissionFile Number

Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number

IRS Employer Identification Number

001-01405

DELMARVA POWER & LIGHT COMPANY

51-0084283

(a Delaware and Virginia corporation)500 North Wakefield DriveNewark, Delaware 19702-5440(202) 872-2000

001-03559

ATLANTIC CITY ELECTRIC COMPANY

21-0398280

(a New Jersey corporation)500 North Wakefield DriveNewark, Delaware 19702-5440(202) 872-2000


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A


Indicate by check mark whether any of the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐


If an emerging growth company, indicate by check mark if any of the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On ~~November~~March 1615, ~~2021~~2023, ~~Atlantic City Electric Company (ACE) and~~ Delmarva Power & Light Company (DPL) ~~each~~ entered into a Bond Purchase Agreement (the ~~ACE Purchase Agreement and~~ DPL Purchase Agreement~~, respectively~~) with certain institutional investors. See Item 2.03 below for a description of the bonds issued by ~~ACE pursuant to the ACE Purchase Agreement and by~~ DPL pursuant to the DPL Purchase Agreement on ~~February~~November 158, ~~2022~~2023.

Section 2 – Financial Information

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

~~ACE~~On ~~Additional~~March 15, 2023, DPL entered into the DPL Purchase Agreement for the offer and sale of (i) $60 million aggregate principal amount of its First Mortgage Bonds, 5.30% Series due March 15, 2033, (ii) $340 million aggregate principal amount of its First Mortgage Bonds, 5.45% Series due November 8, 2033 (the 2033 Bonds), (iii) $75 million aggregate principal amount of its First Mortgage Bonds, 5.55% Series due November 8, 2038 (the 2038 Bonds), (iv) $65 million aggregate principal amount of its First Mortgage Bonds, 5.57% Series due March 15, 2053 and (v) $110 million aggregate principal amount of its First Mortgage Bonds, 5.72% Series due November 8, 2053 (the 2053 Bonds and, together with the 2033 Bonds and the 2038 Bonds, the Subsequent DPL Bonds). The form of the Subsequent DPL Bonds is incorporated by reference as Exhibit 4.1.

OnThe ~~November~~Subsequent ~~16,~~DPL ~~2021,~~Bonds ~~ACE~~were ~~entered~~offered ~~into~~and ~~the~~were ~~ACE~~sold ~~Purchase~~in ~~Agreement~~reliance ~~for~~on the ~~offer~~exemption ~~and~~from ~~sale~~registration ofprovided ~~(i)~~by ~~$75,000,000~~Section ~~aggregate principal amount of its First Mortgage Bonds, 2.27% Series due February 15, 2032~~ 4(~~Initial 2032 Bonds~~a), (ii2) ~~$25,000,000~~of ~~aggregate~~the ~~principal~~Securities ~~amount~~Act of ~~its First Mortgage Bonds~~1933, 2as amended.~~27%~~ ~~Series~~The ~~due~~closing ~~February~~of ~~15, 2032 (~~the ~~Additional~~sale ~~2032 Bonds) and (iii) $150,000,000 aggregate principal amount~~ of ~~its~~the ~~First~~Subsequent ~~Mortgage~~DPL Bonds, ~~3.06%~~occurred ~~Series~~on ~~due~~November ~~February 15~~8, ~~2052~~2023. ~~(the~~DPL ~~2052~~intends ~~Bonds,~~to ~~and~~apply ~~collectively with~~ the ~~Additional~~proceeds ~~2032~~of ~~Bonds,~~ the ~~ACE~~sale ~~Additional~~of ~~Bonds and collectively with~~ the ~~Initial~~Subsequent ~~2032~~DPL Bonds, ~~the~~to ~~ACE~~repay ~~Bonds).~~existing ~~The~~indebtedness ~~form~~and offor ~~the~~general ~~ACE~~corporate ~~Additional Bonds is filed herewith as Exhibit 4~~purposes.1.

The ~~ACE~~Subsequent ~~Additional~~DPL Bonds were ~~offered~~issued under and ~~were sold~~ in ~~reliance~~accordance onwith the ~~exemption~~Mortgage ~~from~~and ~~registration~~Deed ~~provided~~of byTrust, ~~Section~~dated ~~4(a)(2)~~as of ~~the~~October ~~Securities~~1, ~~Act~~1943, from DPL to The Bank of ~~1933~~New York Mellon (formerly The New York Trust Company) as successor trustee, as amended. ~~The~~and ~~closing~~supplemented ofby ~~the~~various ~~sale~~instruments ofincluding that certain Supplemental Indenture to the ~~ACE~~Mortgage ~~Additional~~and ~~Bonds~~Deed ~~occurred~~of onTrust, ~~February~~dated 15as of March 1, ~~2022.~~2023 ~~ACE~~(the ~~intends~~DPL toSupplemental ~~apply~~Indenture), establishing the ~~proceeds~~terms of the ~~sale~~Subsequent DPL Bonds. A copy of the ~~ACE~~DPL ~~Additional~~Supplemental ~~Bonds~~Indenture was filed as Exhibit 4.4 to ~~repay~~DPL’s ~~existing~~Current ~~indebtedness~~Report on Form 8-K filed with the SEC on March 15, 2023 and ~~for~~is ~~general~~incorporated ~~corporate~~by ~~purposes~~reference herein.

~~The~~Mizuho ~~ACE~~Securities ~~Additional~~USA ~~Bonds~~LLC ~~were issued under~~ and inScotia ~~accordance~~Capital ~~with the Mortgage and Deed of Trust, dated as of January 15, 1937, from ACE to The Bank of New York Mellon~~ (~~formerly Irving Trust Company~~USA), asInc. ~~successor~~acted ~~trustee,~~ as ~~amended~~joint ~~and~~lead ~~supplemented~~placement byagents ~~various~~in ~~instruments~~connection ~~including~~with ~~that certain Supplemental Indenture to~~ the ~~Mortgage~~proposed ~~and Deed of Trust~~issuance, ~~dated~~offering asand ofsale ~~February~~by 1,DPL ~~2022 (the ACE Supplemental Indenture), establishing the terms~~ of the ~~ACE~~Subsequent ~~Additional~~DPL Bonds. ~~A copy of the ACE Supplemental Indenture is filed herewith as Exhibit 4.2.~~

~~DPL~~Section ~~Bonds~~9 – Financial Statements and Exhibits

On November 16, 2021, DPL entered into the DPL Purchase Agreement for the offer and sale of $125,000,000 aggregate principal amount of its First Mortgage Bonds, 3.06% Series due February 15, 2052 (the DPL Bonds). The form of the DPL Bonds is filed herewith as Exhibit 4.3.

The DPL Bonds were offered and were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The closing of the sale of the DPL Bonds occurred on February 15, 2022. DPL intends to apply the proceeds of the sale of the DPL Bonds to repay existing indebtedness and for general corporate purposes.

The DPL Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of October 1, 1943, from DPL to The Bank of New York Mellon (formerly The New York Trust Company) as successor trustee, as amended and supplemented by various instruments including that certain Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 1, 2022 (the DPL Supplemental Indenture), establishing the terms of the DPL Bonds. A copy of the DPL Supplemental Indenture is filed herewith as Exhibit 4.4.

J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Scotia Capital (USA) Inc. acted as joint lead placement agents in connection with the proposed issuance, offering and sale by ACE of the ACE Bonds and by DPL of the DPL Bonds.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
1.1						Purchase Agreement, dated ~~November~~March 1615, ~~2021~~2023 among ~~ACE~~DPL and the purchasers signatory thereto (File No. 001-~~03559~~01405, Form 8-K dated ~~November~~March 1615, ~~2021~~2023, Exhibit 1.13)
1.2						Purchase Agreement, dated November 16, 2021 among DPL and the purchasers signatory thereto (File No. 001-01405, Form 8-K dated November 16, 2021, Exhibit 1.2)
4.1						Form of DPL Bonds (included in Exhibit 4.2)
4.1						Form of ACE Additional Bonds (included in Exhibit 4.2)
4.2						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2023 (File No. 001-01405, Form 8-K dated March 15, 2023, Exhibit 4.4)
4.2						ACE Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 1, 2022
4.3						Form of DPL Bonds (included in Exhibit 4.4)
4.4						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 1, 2022
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						~~The~~Cover ~~cover~~Page ~~page~~Interactive ~~from~~Data ~~this~~File ~~Current~~(formatted ~~Report~~as onInline ~~Form~~XBRL ~~8-K,~~and ~~formatted~~contained asin ~~Inline~~Exhibit ~~XBRL.~~101)

* * * * *

This ~~combined~~ Current Report oncontains ~~Form~~certain 8forward-Klooking isstatements ~~being~~within ~~furnished~~the ~~separately~~meaning byof ~~Delmarva~~federal ~~Power~~securities &laws ~~Light~~that ~~Company,~~are subject to risks and ~~Atlantic~~uncertainties. ~~City~~Words ~~Electric~~such ~~Company~~as ~~(Registrants).~~“could,” ~~Information~~“may,” ~~contained~~“expects,” ~~herein~~“anticipates,” ~~relating~~“will,” to“targets,” ~~any~~“goals,” ~~individual~~“projects,” ~~Registrant~~“intends,” ~~has~~“plans,” ~~been~~“believes,” ~~furnished~~“seeks,” by“estimates,” ~~such~~“predicts,” ~~Registrant~~“should,” and variations on ~~its~~such ~~own~~words, ~~behalf.~~and Nosimilar ~~Registrant~~expressions ~~makes~~that ~~any~~reflect ~~representation~~our ascurrent views with respect to ~~information~~future ~~relating~~events and operational, economic, and financial performance, are intended to ~~any~~identify ~~other~~such ~~Registrant.~~forward-looking statements.

~~This~~The ~~report~~factors ~~contains~~that ~~certain~~could cause actual results to differ materially from the forward-looking statements ~~within~~made ~~the~~by ~~meaning~~DPL ofinclude ~~the~~those ~~Private~~factors ~~Securities~~discussed ~~Litigation~~herein ~~Reform~~as ~~Act~~well ofas ~~1995~~the ~~that~~items ~~are~~discussed ~~subject~~in to(1) ~~risks~~DPL's ~~and~~2022 ~~uncertainties.~~Annual ~~Words~~Report ~~such~~on asForm ~~“could,”~~10-K ~~“may,”~~in ~~“expects,”~~(a) ~~“anticipates,”~~Part ~~“will~~I,” ~~“targets,”~~ITEM ~~“goals,”~~1A. ~~“projects,”~~Risk ~~“intends~~Factors,” ~~“plans,”~~(b) ~~“believes~~Part II,” ~~“seeks~~ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” ~~“estimates~~and (c) Part II,” ~~“predicts~~ITEM 8. Financial Statements and Supplementary Data: Note 18,” Commitments and ~~variations~~Contingencies; (2) DPL's Third Quarter 2023 Quarterly Report on ~~such~~Form ~~words~~10-Q in (a) Part II, ~~and~~ITEM ~~similar~~1A. ~~expressions~~Risk ~~that~~Factors, ~~reflect~~(b) ~~our~~Part ~~current~~I, ~~views~~ITEM ~~with~~2. ~~respect~~Management’s toDiscussion ~~future~~and ~~events~~Analysis of Financial Condition and ~~operational,~~Results ~~economic~~of Operations, and ~~financial~~(c) ~~performance~~Part I, ~~are~~ITEM ~~intended~~1. toFinancial ~~identify~~Statements: ~~such~~Note ~~forward-looking~~12, ~~statements~~Commitments and Contingencies; and (3) other factors discussed in filings with the Securities and Exchange Commission by DPL.

~~The~~Investors ~~factors~~are ~~that~~cautioned ~~could~~not ~~cause actual results~~ to ~~differ~~place ~~materially~~undue ~~from~~reliance ~~the~~on these forward-looking statements ~~made by the Registrants include those factors discussed herein~~, aswhether ~~well~~written asor ~~the items discussed in (1) the Registrants' 2020 Annual Report on Form 10-K in (a) Part I~~oral, ~~ITEM~~which ~~1A.~~apply ~~Risk~~only ~~Factors,~~as ~~(b) Part II, ITEM 7. Management’s Discussion and Analysis~~ of ~~Financial~~the ~~Condition~~date ~~and Results~~ of ~~Operations,~~this ~~and~~Current ~~(c) Part II, ITEM 8~~Report. ~~Financial~~DPL ~~Statements~~undertakes ~~and~~no ~~Supplementary~~obligation ~~Data:~~to ~~Note~~publicly ~~19,~~release ~~Commitments~~any ~~and~~revision ~~Contingencies;~~to ~~(2)~~its ~~the Registrants' Third Quarter 2021 Quarterly Report on Form 10~~forward-Qlooking instatements ~~(a)~~to ~~Part~~reflect ~~II,~~events ~~ITEM~~or ~~1A.~~circumstances ~~Risk~~after ~~Factors,~~the ~~(b)~~date ~~Part I, ITEM 2. Management’s Discussion and Analysis~~ of ~~Financial~~this ~~Condition~~Current ~~and Results of Operations, and (c) Part I, ITEM 1~~Report. ~~Financial Statements: Note 15, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants.~~

Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, which apply only as of the date of this report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~each~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DELMARVA POWER & LIGHT COMPANY /s/ Phillip S. Barnett Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer Delmarva Power & Light Company ~~ATLANTIC CITY ELECTRIC COMPANY /s/ Phillip S. Barnett Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer Atlantic City Electric Company~~

~~February~~November 158, ~~2022~~2023

EXHIBIT INDEX

Exhibit No.						Description
1.1						Purchase Agreement, dated ~~November~~March 1615, ~~2021~~2023 among ~~ACE~~DPL and the purchasers signatory thereto (File No. 001-~~03559~~01405, Form 8-K dated ~~November~~March 1615, ~~2021~~2023, Exhibit 1.13)
1.2						Purchase Agreement, dated November 16, 2021 among DPL and the purchasers signatory thereto (File No. 001-01405, Form 8-K dated November 16, 2021, Exhibit 1.2)
4.1						Form of DPL Bonds (included in Exhibit 4.2)
4.1						Form of ACE Additional Bonds (included in Exhibit 4.2)
4.2						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of March 1, 2023 (File No. 001-01405, Form 8-K dated March 15, 2023, Exhibit 4.4)
4.2						ACE Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 1, 2022
4.3						Form of DPL Bonds (included in Exhibit 4.4)
4.4						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 1, 2022
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						~~The~~Cover ~~cover~~Page ~~page~~Interactive ~~from~~Data ~~this~~File ~~Current~~(formatted ~~Report~~as onInline ~~Form~~XBRL ~~8-K,~~and ~~formatted~~contained asin ~~Inline~~Exhibit ~~XBRL.~~101)

Filing Compare · DELMARVA POWER & LIGHT CO /DE/