UNITED STATES




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 June 21, 2018 Date of Report (Date of earliest event reported)

	Commission File Number	Exact Name of Registrant as Specified in Its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number	IRS Employer Identification Number
	001-01405	DELMARVA POWER & LIGHT COMPANY		51-0084283
		(a Delaware and Virginia corporation) 500 North Wakefield Drive Newark, Delaware 19702 (202) 872-2000

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 12, 2016

Date of Report (Date of earliest event reported)

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
001-01405		DELMARVA POWER & LIGHT COMPANY (a Delaware and Virginia corporation) 500 North Wakefield Drive Newark, Delaware 19702 (202) 872-2000		51-0084283

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))

~~Section 1~~Indicate —by ~~Registrant’s~~check ~~Business~~mark ~~and~~whether ~~Operations~~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).

~~Item~~Emerging ~~1.01.~~growth ~~Entry~~company ~~into a Material Definitive Agreement~~☐

OnIf ~~December 12,~~an ~~2016~~emerging growth company, ~~Delmarva~~indicate ~~Power &~~by ~~Light~~check ~~Company~~mark ~~(DPL)~~if ~~issued~~any ~~$175~~of ~~million~~the ~~aggregate~~registrants ~~principal~~have ~~amount~~elected ofnot ~~its~~to ~~First~~use ~~Mortgage~~the ~~Bonds,~~extended ~~4.15% Series~~transition ~~due~~period ~~May 15,~~for ~~2045.~~complying ~~See~~with ~~Item 2.03~~any ~~below~~new ~~for~~or arevised ~~description~~financial ofaccounting ~~the~~standards ~~bonds~~provided ~~and~~pursuant ~~related~~to ~~agreements~~Section 13(a) of the Exchange Act. ☐

~~Section 2~~Item —1.01 Entry ~~Financial Information~~into a Material Definitive Agreement

~~Item~~On ~~2.03.~~June ~~Creation~~8, of2018, Delmarva Power & Light Company (“DPL”) entered into a ~~Direct~~Bond ~~Financial~~Purchase ~~Obligation~~Agreement or(the an“Purchase ~~Obligation~~Agreement”) ~~under~~with ancertain ~~Off-Balance~~institutional ~~Sheet~~investors. ~~Arrangement~~See ofItem 2.03 below for a ~~Registrant~~description of the bonds and related agreements.

OnItem ~~December 12, 2016, DPL issued $175 million aggregate principal amount of its First Mortgage Bonds, 4~~2.~~15%~~03 Creation ~~Series due May 15, 2045. The bonds were issued pursuant to DPL’s Mortgage and Deed~~ of ~~Trust,~~a ~~dated~~Direct asFinancial ofObligation ~~October 1,~~or ~~1943,~~an asObligation ~~amended~~under ~~and~~an ~~supplemented~~Off-Balance ~~from~~Sheet ~~time~~Arrangement ~~to time, including pursuant to the One Hundred and Sixteenth Supplemental Indenture, dated as~~ of May 4, 2015, which established the terms of the bonds (the “116th Supplemental Indenture”) and the One Hundred and Eighteenth Supplemental Indenture, dated as of December 5, 2016, relating to the issuance of the bonds (the “Reopening Supplemental Indenture”). On May 11, 2015, DPL issued $200 million aggregate principal amount of First Mortgage Bonds, 4.15% Series due May 15, 2045, and following this offering, the aggregate principal amount of outstanding First Mortgage Bonds, 4.15% Series due May 15, 2045 is $375 million. The issuance of the bonds was registered under the Securities Act of 1933, as amended, pursuant to a ~~shelf registration statement on Form S-3 (Registration No. 333-213383-01).~~ Registrant

On June 8, 2018, DPL ~~will~~entered ~~use~~into the ~~net~~Purchase ~~proceeds~~Agreement ~~from~~with ~~the~~certain ~~sale~~institutional ofinvestors for the ~~bonds~~offer toand ~~repay~~sale ~~upon~~of ~~maturity~~ $~~100~~200,000,000 ~~million~~in aggregate principal amount of its ~~5.22%~~First ~~notes~~Mortgage ~~due December 30~~Bonds, ~~2016,~~4.27% ~~plus~~Series ~~accrued~~due ~~and~~June ~~unpaid interest thereon~~15, ~~which~~2048 ~~also will result in~~ (the ~~extinguishment~~“Bonds”). The ofform ~~an equal principal amount~~ of ~~first~~the ~~mortgage~~Purchase ~~bonds~~Agreement ~~that~~is ~~currently~~filed ~~collateralize~~herewith ~~the~~as ~~maturing notes~~Exhibit 1.1. ~~DPL~~The ~~intends~~form toof ~~use~~ the ~~remaining~~Bonds ~~net~~is ~~proceeds~~filed toherewith ~~repay~~as ~~outstanding~~Exhibit ~~commercial paper and for general corporate purposes~~4.1.

The ~~bonds~~Bonds ~~carry~~were ~~an interest~~offered ~~rate~~and ofwere ~~4.15% per~~sold ~~annum,~~in ~~which~~reliance ~~is payable semi-annually~~ on ~~May 15~~the ~~and~~exemption ~~November 15,~~from ~~commencing~~registration onprovided ~~May 15,~~by ~~2017.~~Section ~~The~~4(a)(2) ~~bonds~~of ~~are~~the ~~redeemable~~Securities inAct ~~whole~~of or1933, ~~in part at any time at DPL’s option~~ as ~~provided in the 116th Supplemental Indenture~~amended. AThe ~~copy~~closing of the ~~116th~~sale ~~Supplemental~~of ~~Indenture~~the ~~was~~Bonds ~~filed~~occurred ~~as Exhibit 4.2 to DPL’s Current Report~~ on ~~Form~~June ~~8-K filed May 5~~21, ~~2015~~2018. ~~and~~DPL isintends ~~incorporated~~to ~~herein~~apply bythe ~~reference.~~proceeds ~~A copy~~ of the ~~Reopening~~sale ~~Supplemental~~of ~~Indenture~~the isBonds ~~attached~~to ~~hereto~~repay asexisting ~~Exhibit~~indebtedness ~~4.2~~ and isfor ~~incorporated~~general ~~herein~~corporate ~~by reference~~purposes.

InThe ~~connection~~DPL Bonds were issued under and in accordance with the ~~issuance~~Mortgage and Deed of Trust, dated as of October 1, 1943, from DPL to The Bank of New York Mellon (formerly Irving Trust Company), as trustee (the “Mortgage Trustee”), as amended and supplemented by various instruments including that certain One Hundred Twenty-First Supplemental Indenture to the Mortgage and Deed of Trust, dated as of June 1, 2018 (the “Supplemental Indenture”), establishing the terms of the Bonds (the “Mortgage”). Subject to the exceptions and limitations contained in the Mortgage, the Bonds were secured, together with all bonds now or hereafter issued, ~~Wendy~~under ~~Stark~~the Mortgage, ~~Vice~~by ~~President~~a first lien (subject to the conditions and ~~General~~limitations ~~Counsel~~in ofthe instruments through which DPL claims title to its properties, ~~provided~~and to excepted encumbrances under the ~~legal~~Mortgage) ~~opinion~~on ~~attached~~substantially toall ~~this~~of ~~report~~DPL’s real and personal properties and franchises. A copy of the Supplemental Indenture is filed herewith as Exhibit 54.13.

AThe ~~copy~~Bonds shall be redeemable at DPL’s option prior to the express date of the ~~Underwriting~~maturity, ~~Agreement~~in ~~dated~~whole ~~December 5~~or in part, ~~2016~~at ~~among~~any time; provided that the DPL, ~~MUFG~~may ~~Securities~~not ~~Americas~~redeem ~~Inc~~less than 5% of the aggregate principal amount of the Bonds in the case of any partial redemption. ~~and~~DPL ~~BNP~~shall ~~Paribas~~give ~~Securities~~notice ~~Corp~~of its intent to redeem to the holders of the Bonds at least 30 days but no more than 90 days prior to the date fixed for such redemption. DPL redeems all or any part of the Bonds, as ~~representatives~~it shall pay an amount equal to 100% of the ~~several~~principal ~~underwriters~~amount ~~named~~of ~~therein~~the isBonds ~~filed~~to be redeemed and make-whole amount, as ~~Exhibit~~calculated ~~1.1~~in tothe ~~this~~Supplemental ~~report~~Indenture.

~~Section 9~~J.P. –Morgan ~~Financial~~Securities ~~Statements~~LLC and ~~Exhibits~~ Mitsubishi UFJ Securities (USA), Inc. acted as the sole lead placement agents (the “Placement Agents”) in connection with the offer and sale of the Bonds. In the ordinary course of business, the Placement Agents and their affiliates have from time to time performed and may in the future perform various financial advisory, and investment banking services for DPL and their affiliates, for which they received, or will continue to receive, customary fees or compensation.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.	Description of Exhibit
1.1	Purchase Agreement, dated June 8, 2018 among DPL and the purchasers signatory thereto.
4.1	Form of DPL’s First Mortgage Bonds, 4.27% Series due June 15, 2048.
4.2	Supplemental Indenture, dated as of June 21, 2018, with respect to the Mortgage and Deed of Trust, dated October 1, 1943.

~~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:~~ *

ExhibitNo.		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.

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 factors discussed herein, as well as the items discussed in (1) DPL’s 2017 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 23, Commitments and Contingencies; (2) DPL’s First Quarter 2018 Quarterly Report 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 Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 17, Commitments and Contingencies; 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.

2 SIGNATURES

ExhibitNo.		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

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.

*DELMARVA *POWER *& *LIGHT *COMPANY /s/ Donna J. Kinzel Donna J. Kinzel Senior Vice President, Chief Financial Officer and Treasurer Delmarva Power & Light Company

~~This Current~~June 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 Factors22, (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. 2018

3EXHIBIT INDEX

SIGNATURES



Exhibit No.	Description of Exhibit
1.1	Purchase Agreement, dated June 8, 2018 among DPL and the purchasers signatory thereto.
4.1	Form of DPL’s First Mortgage Bonds, 4.27% Series due June 15, 2048.
4.2	Supplemental Indenture, dated as of June 21, 2018, with respect to the Mortgage and Deed of Trust, dated October 1, 1943.

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.

DELMARVA POWER & LIGHT COMPANY /s/ Donna J. Kinzel Donna J. Kinzel Senior Vice President, Chief Financial Officer and Treasurer Delmarva Power & Light Company

December 12, 2016

EXHIBIT INDEX

ExhibitNo.		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/