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 August 24, 2017Date of Report (Date of earliest event reported)
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 20, 2018Date of Report (Date of earliest event reported)
	CommissionFile Number	Exact Name of Registrant as Specified in Its Charter; State of Incorporation;Address of Principal Executive Offices; andTelephone Number	IRS Employer Identification Number
	1-1910	BALTIMORE GAS AND ELECTRIC COMPANY		52-0280210
		(a Maryland corporation)2 Center Plaza110 West Fayette StreetBaltimore, Maryland 21201 (401) 234-5000
		(a Maryland corporation)2 Center Plaza110 West Fayette StreetBaltimore, Maryland 21201(401) 234-5000

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))

Indicate by check mark whether the registrant is an emerging growth company 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 the registrant has 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 ~~August~~September 2420, ~~2017~~2018, Baltimore Gas and Electric Company (“BGE”) issued $300 million aggregate principal amount of its 34.~~750~~250% notes due ~~2047~~September 15, 2048. See Item 2.03 below for a description of the notes 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 ~~August~~September 2420, ~~2017~~2018, BGE issued $300 million aggregate principal amount of its 34.~~750~~250% notes due ~~2047~~September 15, 2048 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of July 24, 2006 (as so amended and supplemented, the “Indenture”), between BGE and Deutsche Bank Trust Company Americas, as trustee. The proceeds of the Notes will be used by BGE to ~~redeem $250 million in principal amount of the 6.20% Deferrable Interest Subordinated Debentures due October 15, 2043 issued by BGE's affiliate BGE Capital Trust II, to~~ repay outstanding commercial paper obligations and for other general corporate purposes. The Notes were registered under the Securities Act of 1933, as amended, pursuant to BGE’s Registration Statement on Form S-3 (Registration No. 333-213383-03).

Interest on the Notes is payable semi-annually on ~~February~~March 15 and ~~August~~September 15, commencing ~~February~~March 15, ~~2018~~2019. The Notes are redeemable in whole or in part at BGE’s option (i) at any time prior to ~~February~~March 15, ~~2047~~2048, at a redemption price equal to the greater of (a) 100% of the principal amount of the notes then outstanding to be redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if such notes matures on ~~February~~March 15, ~~2047~~2048 (exclusive of interest accrued to the redemption date), discounted the redemption date on a semi-annual basis at the Treasury Rate plus 1520 basis points, and (ii) on or after ~~February~~March 15, ~~2047~~2048, at a redemption price equal to 100% of the principal amount of the notes then outstanding to be redeemed plus accrued and unpaid interest on the principal amount being redeemed to the redemption date. The form of the Notes is attached to this Current Report as Exhibit 4.1 and is incorporated herein by reference.

In connection with the issuance of the Notes, McKennon Shelton & Henn LLP provided BGE with the legal opinion attached to this Current Report as Exhibit 5.1.

A copy of the Underwriting Agreement dated ~~August~~September 2117, ~~2017~~2018 between BGE, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, ~~J.P.~~SMBC ~~Morgan~~Nikko Securities ~~LLC~~Americas, ~~Morgan Stanley & Co~~Inc. ~~LLC, Apto Partners, LLC~~ and ~~Penserra~~TD Securities (USA) LLC, as representatives of the several underwriters named therein, is filed as Exhibit 1.1 to this Current Report.

~~Item~~Section 9. - Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description	~~Description~~
1.1	Underwriting Agreement dated September 17, 2018 between BGE, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, SMBC Nikko Securities Americas, Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named therein.	Underwriting Agreement dated August 21, 2017 between BGE, Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Apto Partners, LLC and Penserra Securities LLC, as representatives of the several underwriters named therein.
4.1	Form of 4.250% notes due September 15, 2048	~~Form of 3.750% notes due 2047~~
5.1	Opinion of McKennon Shelton & Henn LLP	~~Opinion of McKennon Shelton & Henn LLP~~
12.1	Statement regarding computation of the ratio of earnings to fixed charges for the six months ended June 30, 2018	~~Statement regarding computation of the ratio of earnings to fixed charges for the six months ended June 30, 2017~~

* * * * *

This Current Report includes 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~~these forward-looking statements include: ~~(a) any~~those ~~risk factors~~ discussed herein; ~~(b) those~~as ~~factors~~well as those discussed in ~~the~~(1) ~~following sections of~~ BGE’s 2017 Annual Report on Form 10-K ~~for~~in ~~the~~(a) ~~year ended December 31, 2016:~~ 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 323, Commitments and ~~Note 24~~Contingencies; (c2) ~~those factors discussed in the following sections of~~ BGE’s Second Quarter 2018 Quarterly ~~Reports~~Report on Form 10-Q ~~for~~in ~~the~~(a) ~~periods~~Part ~~ended~~II, ~~March 31~~Other Information, ~~2017~~ITEM ~~and~~1A. ~~June~~Risk 30Factors; (b) Part 1, ~~2017:~~Financial Information, ITEM 1A 2. ~~Risk~~Management’s ~~Factors~~Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 517, Commitments and ~~Note~~Contingencies; 17 and (d3) other factors discussed ~~herein and~~ in ~~other~~ filings with the SEC ~~made~~ by BGE~~, as applicable~~. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. BGE ~~undertakes~~does nonot undertake any 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.

BALTIMORE GAS AND ELECTRIC COMPANY /s/ ~~David~~DAVID M. ~~Vahos~~VAHOS David M. Vahos Senior Vice President, Chief Financial Officer and Treasurer Baltimore Gas and Electric Company

~~August~~September 2420, ~~2017~~2018

EXHIBIT INDEX

Exhibit No.	Description	~~Description~~
1.1	Underwriting Agreement dated September 17, 2018 between BGE and BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, SMBC Nikko Securities Americas, Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named therein.	Underwriting Agreement dated August 21, 2017 between BGE, Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Apto Partners, LLC and Penserra Securities LLC, as representatives of the several underwriters named therein.
4.1	Form of 4.250% notes due September 15, 2048	~~Form of 3.750% notes due 2047~~
5.1	Opinion dated McKennon Shelton & Henn LLP	~~Opinion of McKennon Shelton & Henn LLP~~
12.1	Statement regarding computation of the ratio of earnings to fixed charges for the six months ended June 30, 2018	~~Statement regarding computation of the ratio of earnings to fixed charges for the six months ended June 30, 2017~~

Filing Compare · BALTIMORE GAS & ELECTRIC CO