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 11, 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
	000-16844	PECO ENERGY COMPANY		23-0970240
		(a Pennsylvania corporation)P.O. Box 86992301 Market StreetPhiladelphia, Pennsylvania 19101-8699(215) 841-4000

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:



	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	FORM	8-K

☐CURRENT ~~Written~~REPORT ~~communications~~Pursuant ~~pursuant~~ to ~~Rule~~Section ~~425~~13 ~~under~~or 15(d) of the Securities Exchange Act of 1934 September 10, 2019 Date of Report (17Date ~~CFR~~of ~~230.425~~earliest event reported)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Commission File Number	Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number	IRS Employer Identification Number

000-16844	PECO ENERGY COMPANY	23-0970240
	(a Pennsylvania corporation) P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



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))

☐ 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
Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security, Series D, $25 stated value, issued by PECO Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company	EXC/28	New York Stock Exchange

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 ☐

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 September 1110, ~~2018~~2019, PECO Energy Company (PECO) issued ~~an additional~~ $325 million aggregate principal amount of its First and Refunding Mortgage Bonds, 3.~~900~~000% Series due ~~March~~September 115, ~~2048~~2049. See Item 2.03 below for a description of the Bonds 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 September 1110, ~~2018~~2019, PECO issued an ~~additional~~ $325 million aggregate principal amount of its First and Refunding Mortgage Bonds, 3.~~900~~000% Series due ~~March~~September 115, ~~2048~~2049. The Bonds were issued pursuant to PECO’s First and Refunding Mortgage, dated as of May 1, 1923, as amended and supplemented and as further amended and supplemented by the One Hundred and ~~Sixteenth~~Seventeenth Supplemental Indenture, dated as of ~~September~~August 115, ~~2018~~2019 (~~116th~~117th Supplemental Indenture). The proceeds of the Bonds will be used by PECO to satisfy short-term borrowings ~~from the Exelon intercompany money pool~~ and for general corporate purposes. The Bonds were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-~~213383~~233543-0403).

Interest on the Bonds is payable semi-annually on March 115 and September 115, commencing on March 115, ~~2019~~2020. The Bonds are redeemable in whole or in part at PECO’s option (i) at any time prior to ~~September~~March 115, ~~2047~~2049, at a redemption price equal to the greater of (a) 100% of the principal amount of the Bonds to be redeemed, plus accrued interest to the redemption date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Bonds to be redeemed ~~(excluding~~that ~~interest~~would ~~accrued~~be todue ~~the~~if ~~redemption~~such ~~date)~~bonds ~~discounted~~matured ~~to the redemption date~~ on aMarch ~~semi-annual~~15, ~~basis~~2049, atbut for the ~~adjusted~~redemption ~~treasury~~(not ~~rate~~including ~~plus~~any ~~12.5~~portion ~~basis~~of ~~points,~~payments ~~plus~~of interest accrued ~~and~~as ~~unpaid~~of ~~interest to~~ the redemption date~~, or (ii~~) at ~~any~~discounted ~~time~~to onthe orredemption ~~after~~date ~~September~~on ~~1, 2047, at~~ a ~~redemption~~semi-annual ~~price~~basis ~~equal~~at ~~to 100% of~~ the ~~principal~~Adjusted ~~amount~~Treasury ofRate ~~the~~plus ~~Bonds~~20 tobasis ~~be redeemed~~points, plus accrued and unpaid interest to the redemption date. The form of the Bonds is attached to this Current Report as Exhibit 4.1 and is incorporated herein by reference.

In connection with the issuance of the Bonds, Ballard Spahr LLP provided PECO with the legal opinions attached to this Current Report as Exhibit 5.1 and Exhibit 8.1.

A copy of the Underwriting Agreement dated September 43, ~~2018~~2019 among PECO, ~~CIBC~~BOFA ~~World~~Securities, ~~Markets Corp~~Inc., Citigroup Global Markets Inc., ~~Morgan~~and ~~Stanley~~Goldman Sachs & Co. LLC, ~~PNC Capital Markets LLC and RBC Capital Markets, LLC,~~ as representatives of the several underwriters named therein is filed as Exhibit 1.1 to this Current Report.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith and are exhibits to the Registration Statement on Form S-3, Registration No. 333-~~213383~~233543-0403, as noted below:

Exhibit No.	Description
1.1	Underwriting Agreement dated September 43, ~~2018~~2019 among PECO, ~~CIBC~~BOFA ~~World~~Securities, ~~Markets Corp~~Inc., Citigroup Global Markets Inc., ~~Morgan~~and ~~Stanley~~Goldman Sachs & Co. LLC, ~~PNC Capital Markets LLC and RBC Capital Markets, LLC,~~ as representatives of the several underwriters named therein
4.1	One Hundred and ~~Sixteenth~~Seventeenth Supplemental Indenture dated as of ~~September~~August 115, ~~2018~~2019 from PECO to U.S. Bank National Association, as trustee
5.1	Opinion of Ballard Spahr LLP
8.1	Opinion of Ballard Spahr LLP
12.1	Statement regarding computation of the ratio of earnings to fixed charges for the six months ended June 30, 2018
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 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 these forward-looking statements include those discussed herein as well as those discussed in (1) PECO's ~~2017~~2018 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 2322, Commitments and Contingencies; (2) PECO's Second Quarter ~~2018~~2019 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 1716, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by PECO. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. PECO does not 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, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PECO ENERGY COMPANY /s/ ~~SCOTT~~ROBERT AJ. ~~BAILEY~~STEFANI ~~Scott~~Robert AJ. ~~Bailey~~Stefani Senior Vice President, Chief Financial Officer and ~~Controller~~Treasurer PECO Energy Company

September 1110, ~~2018~~2019

EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement dated September 43, ~~2018~~2019 among PECO, ~~CIBC~~BofA ~~World~~Securities, ~~Markets Corp~~Inc., Citigroup Global Markets Inc., ~~Morgan~~and ~~Stanley~~Goldman Sachs & Co. LLC, ~~PNC Capital Markets LLC and RBC Capital Markets, LLC,~~ as representatives of the several underwriters named therein
4.1	One Hundred and ~~Sixteenth~~Seventeenth Supplemental Indenture dated as of ~~September~~August 115, ~~2018~~2019 from PECO to U.S. Bank National Association, as trustee
5.1	Opinion of Ballard Spahr LLP
8.1	Opinion of Ballard Spahr LLP
12.1	Statement regarding computation of the ratio of earnings to fixed charges for the six months ended June 30, 2018
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.

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