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

September 23, 2020

March 30, 2021

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

001-01072

POTOMAC ELECTRIC POWER COMPANY

53-0127880

(a District of Columbia and Virginia corporation)701 Ninth Street, N.W.Washington, District of Columbia 20068(202) 872-2000

001-01405

DELMARVA POWER & LIGHT COMPANY

51-0084283

(a Delaware and Virginia corporation)500 North Wakefield DriveNewark, Delaware 19702(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 ~~February~~March 2530, ~~2020~~2021, Delmarva Power & Light Company (DPL) and Potomac Electric Power Company (Pepco) each entered into a Bond Purchase Agreement (the DPL Purchase Agreement and the Pepco Purchase Agreement, respectively) with certain institutional investors. The ~~form~~forms of the DPL Purchase Agreement ~~was~~and ~~filed~~the ~~as Exhibit 1.1 to~~ Pepco’s ~~Current~~Purchase ~~Report~~Agreement onare ~~Form 8-K~~ filed ~~with~~herewith ~~the~~as ~~Securities~~Exhibit 1.1 and ~~Exchange~~Exhibit ~~Commission (SEC) on February 25~~1.2, ~~2020 and is incorporated by reference herein~~respectively. The Pepco Purchase Agreement ~~related~~relates to the offer and sale of (i) $150,000,000 aggregate principal amount of ~~Pepco’s~~its First Mortgage Bonds, 2.5332% Series due ~~February~~March 2530, ~~2030~~2031 (the 2031 Pepco Bonds) and (ii) ~~Pepco’s~~$125,000,000 aggregate principal amount of its First Mortgage Bonds 3.2829% Series due September 2328, ~~2050~~2051 (the ~~2050~~2051 Pepco Bonds). The closing of the sale and issuance of the 2051 Pepco Bonds is expected to occur in September 2021. See Item 2.03 below for a description of the ~~2050~~bonds ~~Bonds~~ issued by ~~Pepco~~DPL pursuant to the DPL Purchase Agreement and ~~related~~the ~~agreements~~bonds issued by Pepco pursuant to the Pepco Purchase Agreement.

Section 2 -— Financial Information

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

On ~~February~~March 2530, ~~2020~~2021, ~~Pepco~~DPL entered into the DPL Purchase Agreement for the offer and sale of $~~150~~125,000,000 aggregate principal amount of its ~~2050~~First Mortgage Bonds, 3.24% Series due March 30, 2051 (the DPL Bonds). The form of the DPL Bonds is filed herewith as Exhibit 4.1.

The ~~2050~~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 ~~2050~~DPL Bonds occurred on ~~September~~March 2330, ~~2020~~2021. ~~Pepco~~ DPL intends to apply the proceeds of the sale of the ~~2050~~DPL Bonds to repay existing indebtedness and for general corporate purposes.

The ~~2050~~DPL Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of ~~July~~October 1, ~~1936~~1943, ~~from Pepco to the Mortgage Trustee,~~ as amended and supplemented by various instruments including that certain Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 1215, ~~2020~~2021 (the DPL Supplemental Indenture), establishing the terms of the ~~2050~~DPL Bonds ~~(the Mortgage)~~. ~~Subject~~ to the exceptions and limitations contained in the Mortgage, the 2050 Bonds were secured, together with all bonds now or hereafter issued, under the Mortgage, by a first lien (subject to the conditions and limitations in the instruments through which Pepco claims title to its properties, and to excepted encumbrances under the Mortgage) on substantially all of Pepco’s real and personal properties and franchises. A copy of the DPL Supplemental Indenture ~~was~~is filed herewith as Exhibit 4.2 ~~to Pepco’s Current Report on Form 8-K filed with the SEC on February 25, 2020 and is incorporated by reference herein~~.

~~Mizuho~~On ~~Securities~~March ~~USA~~30, ~~LLC~~2021, ~~and~~Pepco ~~Scotia~~entered ~~Capital~~into ~~(USA)~~the ~~Inc.~~Pepco ~~acted~~Purchase asAgreement ~~joint~~for ~~lead~~the ~~placement~~offer ~~agents~~and insale ~~connection~~of ~~with~~$150,000,000 ~~the~~aggregate ~~proposed~~principal ~~issuance,~~amount ~~offering~~of ~~and~~its ~~sale~~2031 by Pepco Bonds. The form of the ~~2050~~2031 Pepco Bonds is filed herewith as Exhibit 4.3.

The 2031 Pepco 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 2031 Pepco Bonds occurred on March 30, 2021. Pepco intends to apply the proceeds of the sale of the 2031 Pepco Bonds to repay existing indebtedness and for general corporate purposes.

The 2031 Pepco Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of July 1, 1936, from Pepco to the Mortgage Trustee, as amended and supplemented by various instruments including that certain Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 15, 2021 (the Pepco Supplemental Indenture), establishing the terms of the 2031 Pepco Bonds. A copy of the Pepco Supplemental Indenture is filed herewith as Exhibit 4.4.

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 DPL of the DPL Bonds and by Pepco of the 2031 Pepco Bonds.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
1.1						Purchase Agreement, dated February 25, 2020 among Potomac Electric Power Company and the purchasers signatory thereto (File No. 001-01072, Form 8-K dated February 25, 2020, Exhibit 1.1).
4.1						Form of Pepco’s First Mortgage Bonds, 3.28% Series due September 23, 2050 (included in Exhibit 4.2)
4.2						The Supplemental Indenture, dated as of February 25, 2020, with respect to the Mortgage and Deed of Trust, dated July 1, 1936 (File No. 001-01072, Form 8-K dated February 25, 2020, Exhibit 4.2)
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.

The following exhibits are filed herewith:


Exhibit No.						Description
1.1						Purchase Agreement, dated March 30, 2021 among DPL and the purchasers signatory thereto
1.2						Purchase Agreement, dated March 30, 2021 among Pepco and the purchasers signatory thereto
4.1						Form of DPL's First Mortgage Bonds, 3.24% Series due March 30, 2051 (included in Exhibit 4.2)
4.2						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 15, 2021
4.3						Form of Pepco's First Mortgage Bonds, 2.32% Series due March 30, 2031 (included in Exhibit 4.4)
4.4						Pepco Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 15, 2021
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 combined 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 factors that could cause actual results to differ materially from the forward-looking statements made by Pepco include those factors discussed herein as well as the items discussed in (1) Pepco’s 2019 Annual Report on Form 108-K inis ~~(a)~~being ~~Part~~furnished I,separately ~~ITEM~~by ~~1A.~~Potomac ~~Risk~~Electric ~~Factors,~~Power ~~(b)~~Company ~~Part II, ITEM 7. Management’s Discussion~~ and ~~Analysis~~Delmarva ofPower ~~Financial~~& ~~Condition~~Light ~~and~~Company ~~Results of Operations and~~ (cRegistrants) ~~Part II, ITEM 8~~. ~~Financial~~Information ~~Statements~~contained ~~and~~herein ~~Supplementary~~relating ~~Data:~~to ~~Note~~any ~~18,~~individual ~~Commitments~~Registrant ~~and~~has ~~Contingencies;~~been ~~(2)~~furnished ~~Pepco's~~by ~~Second~~such ~~Quarter~~Registrant ~~2020 Quarterly Report~~ on ~~Form~~its ~~10-Q~~own ~~in (a) Part II, ITEM 1A~~behalf. ~~Risk~~No ~~Factors;~~Registrant ~~(b)~~makes ~~Part~~any I,representation ~~ITEM~~as 2.to ~~Management’s~~information ~~Discussion~~relating ~~and~~to ~~Analysis~~any ~~of Financial Condition and Results of Operations and (c) Part I, ITEM 1. Financial Statements: Note 14, Commitments and Contingencies; and (3)~~ other ~~factors discussed in filings with the Securities and Exchange Commission by Pepco~~Registrant.

~~Investors~~This ~~are~~Current ~~cautioned~~Report ~~not~~contains tocertain ~~place undue reliance on these~~ forward-looking statements, ~~which~~within ~~apply~~the ~~only~~meaning as of the ~~date~~Private Securities Litigation Reform Act of ~~this~~1995 ~~Current~~that ~~Report~~are subject to risks and uncertainties. ~~Pepco~~Words ~~undertakes~~such noas ~~obligation~~“could,” to“may,” ~~publicly~~“expects,” ~~release~~“anticipates,” ~~any~~“will,” ~~revision~~“targets,” to“goals,” ~~its~~“projects,” ~~forward-looking~~“intends,” ~~statements~~“plans,” to“believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events orand ~~circumstances~~operational, ~~after~~economic, ~~the~~and ~~date~~financial ofperformance, ~~this~~are ~~Current~~intended ~~Report~~to identify such forward-looking statements.

The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein as well as the items discussed in (1) the Registrants' 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 the Registrants.

Investors are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. The Registrants undertake no obligation to publicly release any revision to their 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 Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

POTOMAC ELECTRIC POWER COMPANY /s/ Phillip S. Barnett Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer Potomac Electric Power Company DELMARVA POWER & LIGHT COMPANY /s/ Phillip S. Barnett Phillip S. Barnett Senior Vice President, Chief Financial Officer and Treasurer Delmarva Power & Light Company

~~September~~March 2330, ~~2020~~2021

EXHIBIT INDEX

Exhibit No.						Description
1.1						Purchase Agreement, dated ~~February~~March 2530, ~~2020~~2021 among ~~Potomac~~DPL ~~Electric Power Company~~ and the purchasers signatory thereto ~~(File No. 001-01072, Form 8-K dated February 25, 2020, Exhibit 1.1).~~
4.1						Form of Pepco’s First Mortgage Bonds, 3.28% Series due September 23, 2050 (included in Exhibit 4.2)
1.2						Purchase Agreement, dated March 30, 2021 among Pepco and the purchasers signatory thereto
4.2						The Supplemental Indenture, dated as of February 25, 2020, with respect to the Mortgage and Deed of Trust, dated July 1, 1936 (File No. 001-01072, Form 8-K dated February 25, 2020, Exhibit 4.2)
4.1						Form of DPL's First Mortgage Bonds, 3.24% Series due March 30, 2051 (included in Exhibit 4.2)
4.2						DPL Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 15, 2021
4.3						Form of Pepco's First Mortgage Bonds, 2.32% Series due March 30, 2031 (included in Exhibit 4.4)
4.4						Pepco Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 15, 2021
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.

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