UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

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

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): March 28, 2016~~ 1934

~~PEPCO~~August 9, ~~HOLDINGS~~2016 ~~LLC (Exact name of registrant as specified in its charter)~~

Delaware		001-31403		52-2297449
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Date of Report (Date of earliest event reported)

701 Ninth Street, N.W., Washington, DC	20068
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
(Address of principal executive offices)	(Zip Code)
1-16169	EXELON CORPORATION (a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (800) 483-3220	23-2990190
333-85496	EXELON GENERATION COMPANY, LLC (a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959	23-3064219
1-1839	COMMONWEALTH EDISON COMPANY (an Illinois corporation) 440 South LaSalle Street Chicago, Illinois 60605-1028 (312) 394-4321	36-0938600
000-16844	PECO ENERGY COMPANY (a Pennsylvania corporation) P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000	23-0970240
1-1910	BALTIMORE GAS AND ELECTRIC COMPANY (a Maryland corporation) 2 Center Plaza 110 West Fayette Street Baltimore, Maryland 21201 (410) 234-5000	52-0280210
001-31403	PEPCO HOLDINGS LLC (a Delaware limited liability company) 701 Ninth Street, N.W. Washington, D.C. 20068 (202)872-2000	52-2297449
001-01072	POTOMAC ELECTRIC POWER COMPANY (a District of Columbia and Virginia corporation) 701 Ninth Street, N.W. Washington, D.C. 20068 (202)872-2000	53-0127880
001-01405	DELMARVA POWER & LIGHT COMPANY (a Delaware and Virginia corporation) 500 North Wakefield Drive, 2nd Floor Newark, DE 19702 (202)872-2000	51-0084283
001-03559	ATLANTIC CITY ELECTRIC COMPANY (a New Jersey corporation) 500 North Wakefield Drive, 2nd Floor Newark, DE 19702 (202)872-2000	21-0398280

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~~Section 2 ~~1.01.~~– ~~Entry~~Financial ~~into~~Information ~~a Material Definitive Agreement.~~

~~The information set forth in response to~~ Item 2.0302. ~~below~~Results isof ~~hereby incorporated~~Operations byand ~~reference~~Financial ~~in response to this Item 1~~Condition.~~01.~~

~~Item~~Section 7 ~~2.03~~– ~~Creation~~Regulation ofFD ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

OnItem March 28, 2016, Pepco Holdings LLC (the Company) and The Bank of Nova Scotia (Scotiabank) entered into a First Amendment to Loan Agreement (the Amendment), which amends certain provisions of that certain $500,000,000 Term Loan Agreement (the Loan Agreement) between the Company and Scotiabank, as administrative agent and lender7.01. ~~Pursuant~~Regulation toFD the Amendment, (i) the date on which the aggregate principal amount of all loans, together with any accrued but unpaid interest due under the Loan Agreement, must be repaid, was extended from July 13, 2016 to March 27, 2017, and (ii) the margin applicable to the Company’s Eurodollar loans or floating rate loans made under the Loan Agreement increased from 0Disclosure.~~90% to 1.00%.~~

~~The~~On ~~foregoing~~August 9, ~~summary~~2016, ofExelon ~~the~~Corporation ~~Amendment~~(Exelon) ~~does~~announced ~~not~~via ~~purport~~press release toits beresults ~~complete and~~for isthe ~~subject~~second toquarter ended June 30, 2016. A copy of the press release and related attachments is ~~qualified~~attached inhereto ~~its~~as ~~entirety~~Exhibit ~~by,~~99.1. This Form 8-K and the ~~full~~attached ~~text~~exhibits ofare ~~the~~provided ~~Amendment~~under ~~attached~~Items as2.02, ~~Exhibit~~7.01 10and 9.01 of Form 8-K and ~~incorporated herein~~are byfurnished ~~reference~~to, but not filed with, the Securities and Exchange Commission.

~~The~~Exelon ~~Bank~~is ofnot ~~Nova~~holding ~~Scotia,~~a orquarterly ~~its~~earnings ~~affiliates~~conference call, ~~have~~but inis ~~the~~hosting ~~past~~an ~~provided investment~~Analyst ~~and/or~~Day ~~commercial~~conference ~~banking~~beginning ~~services~~at to8:45 ~~the~~AM ~~Company~~EST ~~and~~(7:45 AM CT) ~~its~~on ~~affiliates~~August 10, ~~including~~2016. asThe anAnalyst ~~underwriter~~Day ofwill ~~their~~be ~~securities, and~~webcast. ~~are~~The ~~likely~~webcast towill ~~perform~~be ~~these~~available ~~and~~at https://publishingsp.www.exeloncorp.com/newsroom/events/analyst-day-2016. ~~other~~Webcast ~~services~~replays ~~for~~will ~~the~~be ~~Company~~available inuntil ~~the~~November 10, ~~future.~~2016 ~~They~~at ~~receive~~the ~~customary~~same ~~fees~~web ~~and commissions for those services~~address.

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
	10		First Amendment to Loan Agreement, by and between Pepco Holdings LLC and The Bank of Nova Scotia, as administrative agent and lender, dated March 28, 2016

(d)	Exhibits.


Exhibit No.		Description

99.1		Press release and earnings release attachments

* * * * *

This combined Current Report on Form 8-K is being furnished separately by Exelon, Exelon Generation Company, LLC, Commonwealth Edison Company, PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC (PHI), Potomac Electric Power Company, Delmarva Power & Light Company, and Atlantic City Electric Company (Registrants). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.

This 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 Registrants include those factors discussed herein, as well as the items discussed in (1) Exelon’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 23; (2) PHI’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 16; (3) Exelon’s Second Quarter 2016 Quarterly Report on Form 10-Q (to be filed on August 9, 2016) 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 18 and (4) other factors discussed in filings with the SEC by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~each ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PEPCO HOLDINGS LLC
		(Registrant)
Date:	March 28, 2016	/s/ DAVID M. VELAZQUEZ
		Name: David M. Velazquez Title: President and Chief Executive Officer

EXELON CORPORATION

/s/ Jonathan W. Thayer

Jonathan W. Thayer

Senior Executive Vice President and Chief Financial Officer

Exelon Corporation

EXELON GENERATION COMPANY, LLC

/s/ Bryan P. Wright

Bryan P. Wright

Senior Vice President and Chief Financial Officer

Exelon Generation Company, LLC

COMMONWEALTH EDISON COMPANY

/s/ Joseph R. Trpik, Jr.

Joseph R. Trpik, Jr.

Senior Vice President, Chief Financial Officer and Treasurer

Commonwealth Edison Company

PECO ENERGY COMPANY

/s/ Phillip S. Barnett

Phillip S. Barnett

Senior Vice President, Chief Financial Officer and Treasurer

PECO Energy Company

BALTIMORE GAS AND ELECTRIC COMPANY

/s/ David M. Vahos

David M. Vahos

Senior Vice President, Chief Financial Officer and Treasurer

Baltimore Gas and Electric Company

PEPCO HOLDINGS LLC

/s/ Donna J. Kinzel

Donna J. Kinzel

Senior Vice President, Chief Financial Officer and Treasurer,

Pepco Holdings LLC

3POTOMAC ELECTRIC POWER COMPANY /s/ Donna J. Kinzel Donna J. Kinzel Senior Vice President, Chief Financial Officer and Treasurer, Potomac Electric Power Company DELMARVA POWER & LIGHT COMPANY /s/ Donna J. Kinzel Donna J. Kinzel Senior Vice President, Chief Financial Officer and Treasurer, Delmarva Power & Light Company ATLANTIC CITY ELECTRIC COMPANY /s/ Donna J. Kinzel Donna J. Kinzel Senior Vice President, Chief Financial Officer and Treasurer, Atlantic City Electric Company

~~INDEX~~August 9, TO2016 ~~EXHIBITS FILED HEREWITH~~

Exhibit No.		Description of Exhibit
10		First Amendment to Loan Agreement, by and between Pepco Holdings LLC and The Bank of Nova Scotia, as administrative agent and lender, dated March 28, 2016

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press release and earnings release attachments

Filing Compare · PEPCO HOLDINGS LLC