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 June 8, 2020 Date of Report (Date of earliest event reported)


			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
			March 8, 2021
			Date of Report (Date of earliest event reported)

Commission
File Number

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

IRS Employer Identification Number

000-16844

PECO ENERGY COMPANY

23-0970240

(a Pennsylvania corporation)

P.O. Box 8699

2301 Market Street

Philadelphia, Pennsylvania 19101-8699

(215) 841-4000


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

PECO ENERGY COMPANY:

Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security, Series D, $25 stated value, issued by PECO Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company

EXC/28

New York Stock Exchange


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 ~~June~~March 8, ~~2020~~2021, PECO Energy Company (PECO) issued $~~350~~375 million aggregate principal amount of its First and Refunding Mortgage Bonds, 23.~~800~~050% Series due ~~June~~March 15, ~~2050~~2051. See Item 2.03 below for a description of ~~the~~those ~~Bonds~~bonds and related agreements.

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.

On ~~June~~March 8, ~~2020~~2021, PECO issued $~~350~~375 million aggregate principal amount of its First and Refunding Mortgage Bonds, 23.~~800~~050% Series due ~~June~~March 15, ~~2050~~2051 (~~the "~~Bonds"). The Bonds were issued pursuant to PECO’s First and Refunding Mortgage, dated as of May 1, 1923, as amended and supplemented and as further amended and supplemented by the One Hundred and ~~Eighteenth~~Nineteenth Supplemental Indenture, dated as of ~~June~~February 115, ~~2020~~2021 (~~118th~~119th Supplemental Indenture). ~~The~~ ~~proceeds of the Bonds will be used by PECO for general corporate purposes.~~ The Bonds were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-233543-03).

~~Interest~~PECO onwill use the ~~Bonds~~net isproceeds ~~payable~~from ~~semi-annually~~the onsale ~~June~~of 15the ~~and~~Bonds ~~December~~for ~~15,~~general ~~commencing~~corporate ~~on December 15, 2020~~purposes.

The Bonds carry an interest rate of 3.050% per annum, which is payable semi-annually on March 15 and September 15, commencing on September 15, 2021. The Bonds are ~~subject~~redeemable toat ~~optional~~any ~~redemption~~time at PECO’s option as provided in the ~~form~~119th Supplemental Indenture. A copy of the ~~Bonds~~119th ~~attached~~Supplemental toIndenture, ~~this~~which ~~Current~~establishes ~~Report~~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, Ballard Spahr LLP provided PECO with the legal opinions attached to this Current Report as Exhibit 5.1 and Exhibit 8.1.

A copy of the Underwriting Agreement dated ~~June~~September 116, ~~2020~~2013 among PECO, ~~CIBC~~BNP ~~World~~Paribas ~~Markets~~Securities Corp., ~~Scotia~~BofA ~~Capital~~Securities, Inc., and USSMBC ~~Bancorp~~Nikko ~~Investments~~Securities America, Inc., as representatives of the several underwriters named therein is filed as Exhibit 1.1 to this Current Report.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith and are exhibits to the Registration Statement on Form S-3, Registration No. 333-~~233543~~181749-03, as noted below:

Exhibit No.	~~Description~~	Description
1.1	~~Underwriting Agreement dated June 1, 2020 among PECO, CIBC World Markets Corp., Scotia Capital Inc., and US Bancorp Investments Inc., as representatives of the several underwriters named therein~~	Underwriting Agreement dated March 1, 2021 among PECO, BNP Paribas Securities Corp., BofA Securities, Inc., and SMBC Nikko Securities America, Inc., as representatives of the several underwriters, as representatives of the several underwriters named therein.
4.1	~~One Hundred and Eighteenth Supplemental Indenture dated as of June 1, 2020 from PECO to U.S. Bank National Association, as trustee~~	One Hundred and Nineteenth Supplemental Indenture dated as of February 15, 2021 from PECO to U.S. Bank National Association, as trustee.
5.1	~~Opinion of Ballard Spahr LLP~~	Exhibit 5 Opinion of Ballard Spahr LLP
8.1	~~Opinion of Ballard Spahr LLP~~	Exhibit 8 Opinion of Ballard Spahr LLP
101	~~Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.~~	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.~~	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. ~~The~~Words ~~factors~~such ~~that~~as “could,” ~~cause~~“may,” ~~actual~~“expects,” ~~results~~“anticipates,” to“will,” ~~differ~~“targets,” ~~materially~~“goals,” ~~from~~“projects,” ~~the~~“intends,” ~~forward-looking statements made by PECO include those discussed herein as well as the items discussed in (1) PECO’s 2019 Annual Report on Form 10-K in (a) Part I~~“plans,” ~~ITEM 1A. Risk Factors~~“believes,” ~~(b) Part II~~“seeks,” ~~ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part II~~“estimates,” ~~ITEM 8. Financial Statements and Supplementary Data: Note 18~~“predicts,” ~~Commitments~~ and ~~Contingencies;~~variations ~~(2) PECO’s First Quarter 2020 Quarterly Reports~~ on ~~Form~~such ~~10-Q in (a) Part II~~words, ~~ITEM~~and ~~1A.~~similar ~~Risk~~expressions ~~Factors;~~that ~~(b)~~reflect ~~Part~~our I,current ~~ITEM~~views 2.with ~~Management’s~~respect ~~Discussion~~to ~~and~~future ~~Analysis~~events ~~of Financial Condition~~ and ~~Results of Operation and (c) Part I~~operational, ~~ITEM 1. Financial Statements: Note 14~~economic, ~~Commitments~~ and ~~Contingencies;~~financial ~~and~~performance, ~~(3)~~are ~~other~~intended ~~factors~~to ~~discussed~~identify insuch ~~filings~~forward-looking ~~with the Securities and Exchange Commission by PECO~~statements.

~~Investors~~The ~~are~~factors ~~cautioned~~that ~~not~~could tocause ~~place~~actual ~~undue~~results ~~reliance~~to ondiffer ~~these~~materially from the forward-looking statements, ~~which~~made ~~apply~~by ~~only~~PECO Energy Company include those factors discussed herein as ofwell as the ~~date~~items ofdiscussed ~~this~~in ~~Current~~(1) PECO Energy Company's 2020 Annual Report on Form 10-K in (a) Part I, ITEM 1A. ~~PECO~~Risk ~~undertakes~~Factors, no(b) ~~obligation~~Part toII, ~~publicly~~ITEM ~~release~~7. ~~any~~Management’s ~~revision~~Discussion toand ~~its~~Analysis ~~forward-looking~~of ~~statements~~Financial toCondition ~~reflect~~and ~~events~~Results orof ~~circumstances~~Operations, ~~after~~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 ~~date~~Securities ofand ~~this~~Exchange ~~Current~~Commission ~~Report~~by PECO Energy Company.

Investors are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. PECO Energy Company 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.

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.

PECO ENERGY COMPANY /s/ ~~ROBERT~~Robert J. ~~STEFANI~~Stefani Robert J. Stefani Senior Vice President, Chief Financial Officer and Treasurer PECO Energy Company

~~June~~March 8, ~~2020~~2021

EXHIBIT INDEX

Exhibit No.	~~Description~~	Description
1.1	~~Underwriting Agreement dated June 1, 2020 among PECO, CIBC World Markets Corp., Scotia Capital Inc., and US Bancorp Investments Inc., as representatives of the several underwriters named therein~~	Underwriting Agreement dated March 1, 2021 among PECO, BNP Paribas Securities Corp., BofA Securities, Inc., and SMBC Nikko Securities America, Inc., as representatives of the several underwriters, as representatives of the several underwriters named therein.
4.1	~~One Hundred and Eighteenth Supplemental Indenture dated as of June 1, 2020 from PECO to U.S. Bank National Association, as trustee~~	One Hundred and Nineteenth Supplemental Indenture dated as of February 15, 2021 from PECO to U.S. Bank National Association, as trustee.
5.1	~~Opinion of Ballard Spahr LLP~~	Exhibit 5 Opinion of Ballard Spahr LLP
8.1	~~Opinion of Ballard Spahr LLP~~	Exhibit 8 Opinion of Ballard Spahr LLP
101	~~Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.~~	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.~~	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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