
			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 15, 2022
			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 24, 2022, Potomac Electric Power Company (Pepco) entered into a Bond Purchase Agreement (the Purchase Agreement) with certain institutional investors. The form of the Purchase Agreement was filed as Exhibit 1.1 to Pepco’s Current Report on Form 8-K filed with the SEC on March 24, 2022 and is incorporated by reference herein. The Purchase Agreement related to the offer and sale of (i) $400 million in aggregate principal amount of its First Mortgage Bonds, 3.97% Series due March 24, 2052 and (ii) $225 million in aggregate principal amount of its First Mortgage Bonds 3.35% Series due September 15, 2032 (the 2032 Bonds). See Item 2.03 below for a description of the 2032 Bonds issued by Pepco pursuant to the Purchase Agreement.

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 March 24, 2022, Pepco entered into the Purchase Agreement for the offer and sale of $225 million aggregate principal amount of its 2032 Bonds. The form of the 2032 Bonds is filed herewith as Exhibit 4.1.

The 2032 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 2032 Bonds occurred on September 15, 2022. Pepco intends to apply the proceeds of the sale of the 2032 Bonds to repay existing indebtedness and for general corporate purposes.

The 2032 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 March 1, 2022 (the Pepco Supplemental Indenture), establishing the terms of the 2032 Bonds. A copy of the Pepco Supplemental Indenture was filed as Exhibit 4.2 to Pepco’s Current Report on Form 8-K filed with the SEC on March 24, 2022 and is incorporated by reference herein.

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 Pepco of the 2032 Bonds.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.						Description
1.1						Purchase Agreement, dated March 24, 2022 among Potomac Electric Power Company and the purchasers signatory thereto (File No. 001-01072, Form 8-K dated March 24, 2022, Exhibit 1.1)
4.1						Form of Pepco’s First Mortgage Bonds, 3.35% Series due September 15, 2032 (included in Exhibit 4.2)
4.2						Pepco Supplemental Indenture, dated as of March 1, 2022, with respect to the Mortgage and Deed of Trust, dated July 1, 1936 (File No. 001-01072, Form 8-K dated March 24, 2022, 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.

* * * * *

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. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” 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 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 Annual Report on Form 10-K filed with the SEC on February 25, 2022 in Part I, ITEM 1A. Risk Factors; (2) Pepco's Current Report on Form 8-K

filed with the SEC on June 30, 2022 to recast Exelon Corporation's consolidated financial statements and certain other financial information originally included in the 2021 Form 10-K in (a) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (b) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 17, Commitments and Contingencies; (3) Pepco's Second Quarter 2022 Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 12, Commitments and Contingencies; and (4) 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 15, 2022

EXHIBIT INDEX


Exhibit No.						Description
1.1						Purchase Agreement, dated March 24, 2022 among Potomac Electric Power Company and the purchasers signatory thereto (File No. 001-01072, Form 8-K dated March 24, 2022, Exhibit 1.1)
4.1						Form of Pepco’s First Mortgage Bonds, 3.35% Series due September 15, 2032 (included in Exhibit 4.2)
4.2						Pepco Supplemental Indenture, dated as of March 1, 2022, with respect to the Mortgage and Deed of Trust, dated July 1, 1936 (File No. 001-01072, Form 8-K dated March 24, 2022, 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.

POTOMAC ELECTRIC POWER CO 8-K