UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report (Date~~the ofSecurities ~~earliest~~Exchange ~~event~~Act ~~reported): May 4, 2015~~ of 1934

~~DELMARVA~~December 12, ~~POWER~~2016 ~~& LIGHT COMPANY (Exact name of registrant as specified in its charter)~~

Delaware and Virginia		001-01405		51-0084283
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Date of Report (Date of earliest event reported)

500 North Wakefield Drive, 2nd Floor, Newark, DE	19702
Commission FileNumber	Exact Name of Registrant as Specified in Its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number	IRS EmployerIdentification Number
(Address of principal executive offices)	(Zip Code)
001-01405	DELMARVA POWER & LIGHT COMPANY (a Delaware and Virginia corporation) 500 North Wakefield Drive Newark, Delaware 19702 (202) 872-2000	51-0084283
Registrant's telephone number, including area code	(202) 872-2000

Not Applicable (Former name or former address, if changed since last report.)

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))

~~Item~~☐ ~~1.01.~~Soliciting ~~Entry~~material ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~under the Exchange Act (17 CFR 240.14a-12)

~~Delmarva~~☐ ~~Power~~Pre-commencement &communications ~~Light~~pursuant ~~Company~~to ~~(the~~Rule ~~Company) has entered into a Purchase Agreement, dated May 4, 2015~~ 14d-2(~~the Purchase Agreement~~b), ~~with~~under ~~J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc., as representatives of~~ the ~~several~~Exchange ~~underwriters~~Act ~~named therein~~ (~~collectively, the~~17 ~~Representatives),~~CFR ~~for the offer and sale of $200,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 4~~240.~~15% Series due May 15, 2045 (the Bonds), in an underwritten offering registered on a Registration Statement on Form S~~14d-3 2(~~Registration No. 333-190917-02~~b), which was filed with the Securities and Exchange Commission on August 30, 2013. The Purchase Agreement is filed herewith as Exhibit 1.1 and the form of Bond is filed herewith as Exhibit 4.1. The Bonds are initially being offered to the public at a price of 99.914% of the principal amount. At the closing of the offering, which is scheduled to occur on May 11, 2015, the Company will realize, after deduction of the underwriting discount of 0.875% of the principal amount and before deduction of offering expenses, net proceeds of approximately $198.1 million.)

~~The~~☐ ~~Bonds~~Pre-commencement ~~will~~communications be issued under the Mortgage and Deed of Trust, dated October 1, 1943, between the Company and The Bank of New York Mellon, as trustee (the Mortgage Trustee), as amended and supplemented from time to time, including pursuant to ~~the~~Rule ~~One Hundred and Sixteenth Supplemental Indenture, dated as of May~~ 13e-4~~, 2015~~ (~~the Supplemental Indenture~~c), ~~relating to the issuance of the Bonds (the Mortgage). Subject to the exceptions and limitations contained in the Mortgage, the Bonds will be secured, together with all bonds now or hereafter issued,~~ under the ~~Mortgage,~~Exchange byAct ~~a first lien~~ (~~subject~~17 toCFR the conditions and limitations in the instruments through which the Company claims title to its properties and to excepted encumbrances under the Mortgage) on substantially all of the Company’s real and personal property and franchises240. ~~A copy of the Supplemental Indenture is filed herewith as Exhibit~~ 13e-4~~.2.~~(c))

The Company may redeem all or any portion of the Bonds at its option, at any time prior to their maturity, at the redemption price described below. The Company will give notice of its intent to redeem the Bonds at least 30 days, but no more than 90 days, prior to the redemption date. If the Company redeems all or any part of the Bonds as described above prior to NovemberSection ~~15,~~1 ~~2044,~~— ~~the~~Registrant’s ~~Company~~Business ~~will pay a redemption price equal to the greater of (i) 100% of the principal amount of the Bonds being redeemed;~~ and ~~(ii)~~Operations a make-whole amount as set forth in the Supplemental Indenture, plus, in each case, accrued and unpaid interest on such Bonds to, but not including, the redemption date. If the Company redeems all or any part of the Bonds on or after November 15, 2044, the Company will pay a redemption price equal to 100% of the principal amount of the Bonds being redeemed plus accrued and unpaid interest thereon.

~~The~~Item ~~Company intends to use $102~~1.~~5 million of the net proceeds of the offering to repay at maturity $100~~01.0 ~~million~~Entry ~~aggregate~~into ~~principal~~a ~~amount~~Material ofDefinitive its outstanding 5.0% notes due June 1, 2015, plus accrued and unpaid interest thereon. The Company intends to use the remaining net proceeds to repay its outstanding commercial paper and for general corporate purposes.Agreement

~~The~~On ~~legality~~December 12, ~~opinion~~2016, ofDelmarva ~~Kevin~~Power & C.Light ~~Fitzgerald,~~Company ~~Executive~~(DPL) ~~Vice~~issued ~~President and~~$175 ~~General~~million ~~Counsel~~aggregate principal amount of ~~the~~its ~~Company~~First Mortgage Bonds, ~~relating~~4.15% Series todue ~~the~~May 15, ~~issuance~~2045. ofSee ~~the~~Item 2.03 ~~Bonds,~~below isfor ~~filed~~a ~~herewith~~description asof ~~Exhibit~~the 5bonds and related agreements.1.

InSection 2 ~~the~~— ~~ordinary course of business, the underwriters and their respective~~Financial ~~affiliates~~Information have from time to time performed and may in the future perform various financial advisory, commercial banking, asset leasing and investment banking services for the Company and its affiliates, for which they received, or will continue to receive, customary fees or compensation. In addition, affiliates of certain of the several underwriters are lenders under the Company's primary credit facility. Affiliates of certain of the Representatives are dealers and the paying agent under the Company’s commercial paper program.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-1-Balance Sheet Arrangement of a Registrant

~~The~~On ~~underwriters~~December 12, ~~and~~2016, ~~their~~DPL ~~respective~~issued ~~affiliates~~$175 ~~may~~million ~~also,~~aggregate inprincipal ~~the ordinary~~amount ~~course~~ of ~~their~~its ~~various~~First ~~business~~Mortgage ~~activities~~Bonds, ~~make~~4.15% orSeries ~~hold~~due aMay 15, ~~broad~~2045. ~~array~~The bonds ofwere ~~investments~~issued ~~and~~pursuant ~~actively~~to ~~trade~~DPL’s ~~debt~~Mortgage and ~~equity securities~~Deed ~~(or~~of ~~related~~Trust, ~~derivative~~dated ~~securities)~~as ~~and~~of ~~financial~~October 1, ~~instruments~~1943, ~~(including~~as ~~bank~~amended ~~loans)~~and ~~for~~supplemented ~~their~~from ~~own~~time ~~account~~to ~~and~~time, ~~for~~including ~~the accounts~~pursuant ofto ~~their~~the ~~customers,~~One Hundred and ~~such~~Sixteenth ~~investment~~Supplemental ~~and~~Indenture, ~~securities~~dated ~~activities~~as ~~may~~of ~~involve~~May 4, 2015, ~~securities~~which ~~and~~established ~~instruments~~the terms of the ~~Company or~~bonds ~~its~~(the ~~affiliates.~~“116th ~~Certain~~Supplemental ofIndenture”) ~~the underwriters~~ and ~~their~~the ~~affiliates~~One ~~that~~Hundred ~~have~~and aEighteenth ~~lending~~Supplemental ~~relationship~~Indenture, ~~with~~dated ~~the~~as ~~Company~~of ~~routinely hedge~~December 5, ~~and~~2016, ~~certain~~relating to ~~other~~the issuance of ~~those~~the ~~underwriters~~bonds or(the ~~their~~“Reopening ~~affiliates~~Supplemental ~~may~~Indenture”). ~~hedge~~On May 11, ~~their~~2015, ~~credit~~DPL ~~exposure~~issued to$200 ~~the~~million ~~Company~~aggregate ~~consistent~~principal ~~with their~~amount ~~customary~~of ~~risk~~First ~~management~~Mortgage ~~policies~~Bonds, 4.15% ~~The~~Series ~~underwriters~~due May 15, 2045, and ~~their~~following ~~respective~~this ~~affiliates~~offering, ~~may~~the aggregate ~~also~~principal ~~make~~amount ~~investment~~of ~~recommendations or~~outstanding ~~publish~~First orMortgage ~~express~~Bonds, ~~independent~~4.15% ~~research~~Series ~~views~~due inMay 15, ~~respect~~2045 ofis ~~such~~$375 ~~securities~~million. orThe ~~financial~~issuance ~~instruments~~of ~~and~~the ~~may~~bonds atwas ~~any~~registered ~~time~~under ~~hold, or~~the ~~recommend~~Securities toAct ~~clients~~of ~~that~~1933, ~~they~~as ~~acquire~~amended, ~~long~~pursuant orto ~~short~~a ~~positions~~shelf inregistration ~~such~~statement ~~securities~~on Form ~~and~~S-3 ~~instruments~~(Registration No. 333-213383-01).

~~-2-~~DPL will use the net proceeds from the sale of the bonds to repay upon maturity $100 million aggregate principal amount of its 5.22% notes due December 30, 2016, plus accrued and unpaid interest thereon, which also will result in the extinguishment of an equal principal amount of first mortgage bonds that currently collateralize the maturing notes. DPL intends to use the remaining net proceeds to repay outstanding commercial paper and for general corporate purposes.

The bonds carry an interest rate of 4.15% per annum, which is payable semi-annually on May 15 and November 15, commencing on May 15, 2017. The bonds are redeemable in whole or in part at any time at DPL’s option as provided in the 116^th Supplemental Indenture. A copy of the 116^th Supplemental Indenture was filed as Exhibit 4.2 to DPL’s Current Report on Form 8-K filed May 5, 2015 and is incorporated herein by reference. A copy of the Reopening Supplemental Indenture is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

In connection with the issuance of the bonds, Wendy Stark, Vice President and General Counsel of DPL, provided the legal opinion attached to this report as Exhibit 5.1.

A copy of the Underwriting Agreement dated December 5, 2016 among DPL, MUFG Securities Americas Inc. and BNP Paribas Securities Corp., 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 ~~The following exhibits are filed herewith:~~.

Exhibit No.		Description of Exhibit
1.1		Purchase Agreement, dated May 4, 2015, among the Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein
4.1		Form of First Mortgage Bond, 4.15% Series due May 15, 2045 (included in Exhibit 4.2)
4.2		Supplemental Indenture, dated as of May 4, 2015, with respect to the Mortgage and Deed of Trust, dated October 1, 1943
5.1		Opinion of Kevin C. Fitzgerald, Esq.

The following exhibits are filed herewith and are exhibits to the Registration Statement on Form S-3, Registration No. 333-213383-01, as noted below:

-3-


Exhibit No.		Description

1.1		Underwriting Agreement dated December 5, 2016 among DPL, MUFG Securities Americas Inc. and BNP Paribas Securities Corp., as representatives of the several underwriters named therein.


Exhibit No.		Description

4.1		One Hundred and Sixteenth Supplemental Indenture dated as of May 4, 2015 from DPL to The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 to DPL’s Current Report on Form 8-K filed on May 5, 2015).

4.2		One Hundred and Eighteenth Supplemental Indenture dated as of December 5, 2016 from DPL to The Bank of New York Mellon, as trustee.

5.1		Opinion of Wendy Stark, Vice President and General Counsel of DPL

12.1		Statement regarding computation of the ratio of earnings to fixed charges for the nine months ended September 30, 2016

* * * * *

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 factors that could cause actual results to differ materially from the forward-looking statements made by DPL include those discussed herein as well as the items discussed in (1) DPL’s 2015 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 14; (2) DPL’s First, Second and Third Quarter 2016 Quarterly Reports on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors; (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 18; and (3) other factors discussed in filings with the Securities and Exchange Commission by DPL. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. DPL 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~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DELMARVA POWER & LIGHT COMPANY
		(Registrant)
Date:	May 5, 2015	/s/ FRED BOYLE
		Name:	Frederick J. Boyle
		Title:	Senior Vice President and Chief Financial Officer

DELMARVA POWER & LIGHT COMPANY

/s/ Donna J. Kinzel

Donna J. Kinzel

Senior Vice President, Chief Financial Officer and Treasurer

Delmarva Power & Light Company

~~-4-~~December 12, 2016

~~INDEX~~4 ~~TO EXHIBITS FILED HEREWITH~~

Exhibit No.		Description of Exhibit
1.1		Purchase Agreement, dated May 4, 2015, among the Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein
4.1		Form of First Mortgage Bond, 4.15% Series due May 15, 2045 (included in Exhibit 4.2)
4.2		Supplemental Indenture, dated as of May 4, 2015, with respect to the Mortgage and Deed of Trust, dated October 1, 1943
5.1		Opinion of Kevin C. Fitzgerald, Esq.

EXHIBIT INDEX

-5-


Exhibit No.		Description

1.1		Underwriting Agreement dated December 5, 2016 among DPL, MUFG Securities Americas Inc. and BNP Paribas Securities Corp., as representatives of the several underwriters named therein.

4.1		One Hundred and Sixteenth Supplemental Indenture dated as of May 4, 2015 from DPL to The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 to DPL’s Current Report on Form 8-K filed on May 5, 2015).

4.2		One Hundred and Eighteenth Supplemental Indenture dated as of December 5, 2016 from DPL to The Bank of New York Mellon, as trustee.

5.1		Opinion of Wendy Stark, Vice President and General Counsel of DPL

12.1		Statement regarding computation of the ratio of earnings to fixed charges for the nine months ended September 30, 2016

Filing Compare · DELMARVA POWER & LIGHT CO /DE/