			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 13, 2023
			March 4, 2024
			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

001-01072

POTOMAC ELECTRIC POWER COMPANY

53-0127880

(a District of Columbia and Virginia corporation)

701 Ninth Street, N.W.

Washington, District of Columbia 20068-0001

(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 March 154, ~~2023~~2024, Potomac Electric Power Company ~~entered~~(Pepco) ~~into~~issued aand ~~Bond~~sold ~~Purchase~~(i) ~~Agreement~~$375 million aggregate principal amount of Pepco’s First Mortgage Bonds, 5.200% Series due March 15, 2034 (the ~~Pepco~~“2034 ~~Purchase~~Bonds”) ~~Agreement~~and (ii) ~~with~~$300 ~~certain~~million ~~institutional~~aggregate ~~investors.~~principal ~~See~~amount ~~Item~~of 2Pepco’s First Mortgage Bonds 5.03500% ~~below~~Series ~~for~~due aMarch ~~description~~15, of2054 (the ~~bonds~~“2054 ~~issued~~Bonds,” byand ~~Pepco~~collectively ~~pursuant~~with tothe 2034 Bonds, the ~~Pepco~~“Bonds”). See ~~Purchase~~Item ~~Agreement~~2.03 onbelow ~~September~~for ~~13,~~a ~~2023~~description of the Bonds and related agreements.

Section 2 – ~~Financial~~Registrant’s ~~Information~~Business and Operations

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

On March 154, ~~2023~~2024, Pepco ~~entered~~issued ~~into the Pepco Purchase Agreement for the offer~~ and ~~sale~~sold ~~of (i)~~ $85675 million aggregate principal amount of its ~~First Mortgage~~ Bonds~~, 5~~.~~30%~~ The ~~Series~~Bonds ~~due~~were ~~March~~issued ~~15,~~under ~~2033,~~and ~~(ii)~~in ~~$100~~accordance ~~million~~with ~~aggregate~~the ~~principal~~Mortgage ~~amount~~and Deed of ~~its~~Trust, ~~First~~dated ~~Mortgage~~as ~~Bonds,~~of ~~5.35%~~July ~~Series~~1, ~~due~~1936, ~~September~~from ~~13,~~Pepco ~~2033~~to (the ~~Subsequent~~Mortgage ~~Pepco Bonds)~~Trustee, ~~(iii)~~as ~~$40~~amended ~~million~~and ~~aggregate~~supplemented ~~principal~~by ~~amount~~various ofinstruments ~~its~~including ~~First~~that ~~Mortgage~~certain ~~Bonds,~~Supplemental ~~5.40%~~Indenture ~~Series~~to ~~due~~the ~~March~~Mortgage ~~15,~~and ~~2038,~~Deed ~~and~~of ~~(iv)~~Trust, ~~$125~~dated ~~million~~as ~~aggregate~~of ~~principal~~February ~~amount~~15, of2024 ~~its~~(the ~~First~~Pepco ~~Mortgage~~Supplemental ~~Bonds~~Indenture), ~~5.57%~~establishing ~~Series~~the ~~due~~terms ~~March~~of ~~15,~~the ~~2053~~Bonds. ~~The~~A ~~form~~copy of the ~~Subsequent~~ Pepco ~~Bonds~~Supplemental Indenture is ~~incorporated~~filed byherewith ~~reference~~ as Exhibit 4.13.

~~The Subsequent~~ Pepco ~~Bonds~~intends ~~were~~to ~~offered~~use ~~and~~the ~~were~~net ~~sold~~proceeds infrom ~~reliance on~~ the ~~exemption~~sale ~~from registration provided by Section 4(a)(2)~~ of the ~~Securities~~Bonds ~~Act~~to ofrefinance ~~1933,~~$400 asmillion ~~amended.~~in ~~The~~aggregate ~~closing~~principal ofamount ~~the sale~~ of ~~the~~its ~~Subsequent~~First ~~Pepco~~Mortgage Bonds ~~occurred on September 13~~, ~~2023~~3.60% ~~Pepco~~Series ~~intends~~due toMarch ~~apply~~15, ~~the~~2024, ~~proceeds~~to ofrefinance ~~the~~currently ~~sale~~outstanding ofcommercial ~~the~~paper, ~~Subsequent Pepco Bonds to repay existing indebtedness~~ and for general corporate purposes.

The ~~Subsequent~~2034 ~~Pepco~~ Bonds ~~were~~will ~~issued~~pay ~~under~~interest ~~and~~at ~~in accordance with~~ the ~~Mortgage~~fixed ~~and~~rate ~~Deed~~ of ~~Trust,~~5.200% ~~dated~~per asannum ofand ~~July~~the 1,2054 ~~1936,~~Bonds ~~from~~will ~~Pepco~~pay tointerest at the ~~Mortgage~~fixed ~~Trustee,~~rate asof ~~amended~~5.500% ~~and~~per ~~supplemented~~annum. byInterest ~~various~~on ~~instruments~~the ~~including~~Bonds ~~that~~will ~~certain~~be ~~Supplemental~~payable ~~Indenture~~semi-annually toon ~~the~~March ~~Mortgage~~15 and ~~Deed~~September of15 ~~Trust, dated as~~ of ~~March~~each 1year, ~~2023~~beginning ~~(the~~on ~~Pepco~~September ~~Supplemental Indenture)~~15, ~~establishing~~2024. The ~~the~~2034 ~~terms~~Bonds ofwill ~~the~~mature ~~Subsequent~~on ~~Pepco~~March ~~Bonds.~~15, A2034 ~~copy~~and of the ~~Pepco~~2054 ~~Supplemental~~Bonds ~~Indenture~~will ~~was~~mature ~~filed as Exhibit 4.6 to Pepco’s Current Report~~ on ~~Form 8-K filed with the SEC on~~ March 15, ~~2023 and is incorporated by reference herein~~2054.

~~Mizuho~~In ~~Securities~~connection ~~USA~~with ~~LLC~~the ~~and~~issuance ~~Scotia~~of ~~Capital~~the ~~(USA)~~Bonds, ~~Inc.~~Ballard ~~acted~~Spahr asLLP ~~joint~~provided ~~lead~~the ~~placement~~Company ~~agents in connection~~ with the ~~proposed~~legal ~~issuance,~~opinions ~~offering~~attached ~~and~~to ~~sale~~this byreport ~~Pepco~~as ofExhibit ~~the~~5.1 ~~Subsequent~~and ~~Pepco~~Exhibit ~~Bonds~~8.1.

A copy of the Underwriting Agreement dated February 26, 2024 among Pepco, Goldman Sachs & Co. LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, is filed as Exhibit 1.1 to this report.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
1.1						~~Purchase~~Underwriting Agreement, dated ~~March~~February 1527, ~~2023~~2024 among ~~Potomac~~Pepco, ~~Electric~~Goldman ~~Power~~Sachs ~~Company~~& ~~and~~Co. ~~the~~LLC, ~~purchasers~~Scotia ~~signatory~~Capital ~~thereto~~ (~~File~~USA) NoInc. ~~001-01072~~and U.S. Bancorp Investments, ~~Form~~Inc., ~~8-K~~as ~~dated~~representatives ~~March~~of ~~15,~~the ~~2023,~~several ~~Exhibit~~underwriters ~~1.3)~~named therein
4.1						Form of ~~Subsequent~~ Pepco’s First Mortgage Bonds, ~~(incorporated~~5.200% bySeries ~~reference~~due toMarch 15, 2034 (included in Exhibit 4.23)
4.2						~~Pepco~~Form ~~Supplemental~~of ~~Indenture~~Pepco’s toFirst ~~the~~ Mortgage ~~and Deed of Trust~~Bonds, ~~dated~~5.500% asSeries ofdue March 115, ~~2023~~2054 (~~File~~included ~~No.~~in ~~001-01072, Form 8-K dated March 15, 2023,~~ Exhibit 4.63)
4.3						Pepco Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 15, 2024
5.1						Exhibit 5.1 Opinion of Ballard Spahr LLP
8.1						Exhibit 8.1 Opinion of Ballard Spahr LLP
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 ~~the~~File ~~Current~~(formatted ~~Report~~as onInline ~~Form~~XBRL ~~8-K,~~and ~~formatted~~contained asin ~~Inline~~Exhibit ~~XBRL.~~101)

* * * * *

This Current Report contains certain forward-looking statements within the meaning of ~~the~~federal ~~Private~~securities ~~Securities~~laws ~~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,” “should,” 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~~similar ~~factors~~expressions that ~~could~~reflect ~~cause~~our ~~actual~~current ~~results~~views towith ~~differ~~respect ~~materially~~to ~~from~~future ~~the~~events ~~forward-looking~~and ~~statements made by Pepco include those factors discussed herein as well as the items discussed in (1) Pepco’s 2022 Annual Report on Form 10-K in (a) Part I~~operational, ~~ITEM 1A. Risk Factors~~economic, ~~(b)~~and ~~Part~~financial IIperformance, ~~ITEM~~are 7.intended ~~Management’s~~to ~~Discussion~~identify ~~and~~such ~~Analysis~~forward-looking ~~of Financial~~ statements.

~~Condition~~The ~~and~~factors ~~Results~~that ofcould ~~Operations,~~cause ~~and~~actual ~~(c)~~results ~~Part~~to ~~II,~~differ ~~ITEM~~materially 8.from ~~Financial~~the ~~Statements~~forward-looking ~~and~~statements ~~Supplementary~~made ~~Data:~~by ~~Note~~Pepco ~~18,~~include ~~Commitments~~those ~~and~~factors ~~Contingencies;~~discussed herein as well as the items discussed in (21) Pepco'’s ~~Second Quarter~~ 2023 ~~Quarterly~~Annual Report on Form 10-QK in (a) Part III, ITEM 1A. Risk Factors, (b) Part III, ITEM 27. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part III, ITEM 18. Financial Statements and Supplementary Data: Note 1218, Commitments and Contingencies; ~~and~~ (32) other factors discussed in filings with the Securities and Exchange Commission by Pepco.

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 Current Report. Pepco 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, the 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~~

~~September~~March 134, ~~2023~~2024

EXHIBIT INDEX

Exhibit No.						Description
1.1						~~Purchase~~Underwriting Agreement, dated ~~March~~February 1527, ~~2023~~2024 among ~~Potomac~~Pepco, ~~Electric~~Goldman ~~Power~~Sachs ~~Company~~& ~~and~~Co. ~~the~~LLC, ~~purchasers~~Scotia ~~signatory~~Capital ~~thereto~~ (~~File~~USA) NoInc. ~~001-01072~~and U.S. Bancorp Investments, ~~Form~~Inc., ~~8-K~~as ~~dated~~representatives ~~March~~of ~~15,~~the ~~2023,~~several ~~Exhibit~~underwriters ~~1.3)~~named therein
4.1						Form of ~~Subsequent~~ Pepco’s First Mortgage Bonds, ~~(incorporated~~5.200% bySeries ~~reference~~due toMarch 15, 2034 (included in Exhibit 4.23)
4.2						~~Pepco~~Form ~~Supplemental~~of ~~Indenture~~Pepco’s toFirst ~~the~~ Mortgage ~~and Deed of Trust~~Bonds, ~~dated~~5.500% asSeries ofdue March 115, ~~2023~~2054 (~~File~~included ~~No.~~in ~~001-01072, Form 8-K dated March 15, 2023,~~ Exhibit 4.63)
4.3						Pepco Supplemental Indenture to the Mortgage and Deed of Trust, dated as of February 15, 2024
5.1						Exhibit 5.1 Opinion of Ballard Spahr LLP
8.1						Exhibit 8.1 Opinion of Ballard Spahr LLP
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 ~~the~~File ~~Current~~(formatted ~~Report~~as onInline ~~Form~~XBRL ~~8-K,~~and ~~formatted~~contained asin ~~Inline~~Exhibit ~~XBRL.~~101)

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