UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

~~Date of Report (Date of earliest event reported): December 1~~May 6, ~~2015~~2016

~~ATLANTIC~~Date of ~~CITY~~Report ~~ELECTRIC COMPANY~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified in its charter~~reported)

New Jersey	001-03559	21-0398280
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
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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

500 North Wakefield Drive Newark, DE 19702 (Address of Principal Executive Offices)(Zip Code)

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.~~

Item 2.0302. ~~Creation~~Results of aOperations ~~Direct~~and Financial ~~Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant~~Condition.

On December 1, 2015, Atlantic City Electric Company (the Company) entered into a Bond Purchase Agreement (the Purchase Agreement) with certain institutional investors, for the offer and sale of $150,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds, 3.50% Series due December 1, 2025 (the Bonds). The form of Purchase Agreement is filed herewith as Exhibit 1.1 and the form of Bond is filed herewith as Exhibit 4.1. The Bonds have been offered and will be sold in reliance on the exemption from registration provided by Section 7 ~~4(a)(2)~~– ofRegulation ~~the Securities~~FD Act of 1933, as amended. Upon closing, the Company will receive net proceeds (after deducting placement agent fees and before deducting offering expenses) of approximately $149 million. The closing of the sale of the Bonds is expected to occur on December 8, 2015.

~~The~~Item Bonds will be issued under and in accordance with the Mortgage and Deed of Trust, dated as of January 15, 1937, from the Company 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 Indenture Supplemental to the Mortgage and Deed of Trust, dated as of December 1, 2015 (the Supplemental Indenture), establishing the terms of the Bonds (the Mortgage)7. Subject to the exceptions and limitations contained in the Mortgage, the Bonds will be secured, together with all bonds now or hereafter issued, under the Mortgage, by a first lien (subject to the conditions and limitations in the instruments through which the Company claims title to its properties, and to excepted encumbrances under the Mortgage) on substantially all of the Company’s real and personal properties and franchises01. ARegulation ~~copy~~FD ~~of the Supplemental Indenture is filed herewith as Exhibit 4~~Disclosure.2.

~~The~~On May 6, ~~Company~~2016, ~~may~~Exelon ~~redeem~~Corporation ~~all~~(Exelon) orannounced ~~any~~via ~~portion~~press ofrelease ~~the Bonds at~~ its ~~option,~~ atresults ~~any~~for ~~time~~the ~~prior~~first toquarter ~~their~~ended ~~maturity~~March 31, ~~at the redemption price described below~~2016. ~~The~~A ~~Company~~copy ~~will give notice~~ of ~~its intent to redeem~~ the ~~Bonds~~press atrelease ~~least~~and 30related ~~days,~~attachments ~~but~~is noattached ~~more~~hereto ~~than~~as 60Exhibit ~~days, prior to the redemption date~~99.1. IfAlso ~~the~~attached ~~Company~~as ~~redeems all or any~~Exhibit ~~part~~99.2 ofto ~~the~~this ~~Bonds~~Current asReport ~~described~~on ~~above~~Form ~~prior~~8-K toare ~~September 1, 2025,~~ the ~~Company~~presentation ~~will~~slides ~~pay a redemption price equal~~ to ~~the~~be ~~greater~~used ~~of (i)~~at ~~100% of~~ the ~~principal~~first ~~amount~~quarter of2016 ~~the~~earnings ~~Bonds~~conference ~~being~~call. ~~redeemed;~~This ~~and~~Form ~~(ii) a make~~8-~~whole~~K ~~amount~~and asthe ~~set~~attached ~~forth~~exhibits inare ~~the~~provided ~~Supplemental~~under ~~Indenture, plus,~~Items ~~in each case~~2.02, ~~accrued~~7.01 and ~~unpaid~~9.01 ~~interest~~of onForm ~~such~~8-K ~~Bonds~~and are furnished to, but not ~~including,~~filed ~~the redemption date. If the Company redeems all or any part of the Bonds on or after September 1~~with, ~~2025,~~ the ~~Company~~Securities ~~will pay a redemption price equal to 100% of the principal amount of the Bonds being redeemed plus accrued~~ and ~~unpaid~~Exchange ~~interest thereon~~Commission.

~~Morgan~~Exelon ~~Stanley~~has &scheduled ~~Co.~~the ~~LLC~~conference ~~(MS)~~call ~~acted~~for as11:00 ~~the~~AM ~~sole~~ET ~~lead~~(10:00 ~~placement~~AM CT) on May 6, 2016. ~~agent~~The call-in ~~connection~~number ~~with~~in the ~~offer~~U.S. and ~~sale~~Canada ofis 800-690-3108, and the ~~Bonds.~~international ~~The~~call-in ~~Company~~number ~~intends~~is to973-935-8753. ~~use~~If requested, the ~~net~~conference ~~proceeds~~ID ofnumber ~~the~~is ~~offering~~97958832. Media representatives are invited to ~~repay its~~participate ~~outstanding~~on ~~commercial~~a ~~paper~~listen-only basis. The call will be web-cast and ~~for~~archived ~~general~~on ~~corporate~~Exelon’s ~~purposes~~Web site: www.exeloncorp.com. (Please select the Investors page.)

InTelephone ~~the~~replays ~~ordinary~~will ~~course~~be available ofuntil ~~business~~May 20, MS2016. ~~and~~The ~~its~~U.S. ~~affiliates have from time to time performed~~ and ~~may~~Canada call-in ~~the~~number ~~future~~for ~~perform~~replays ~~various~~is ~~financial advisory~~855-859-2056, and ~~investment banking services for~~ the ~~Company and~~international ~~its~~call-in ~~affiliates,~~number ~~for~~is ~~which~~404-537-3406. ~~they~~The ~~received,~~conference orID ~~will~~number ~~continue~~is ~~to receive, customary fees or compensation~~97958832.

2Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:


Exhibit No.		Description

99.1		Press release and earnings release attachments

99.2		Earnings conference call presentation slides

Exhibit No.		Description of Exhibit
1.1		Bond Purchase Agreement, dated December 1, 2015, among the Company and the purchasers signatory thereto
4.1		Form of First Mortgage Bond, 3.50% Series due December 1, 2025 (included in Exhibit 1.1)
4.2		Supplemental Indenture, dated as of December 1, 2015, with respect to the Mortgage and Deed of Trust, dated January 15, 1937 (included in Exhibit 1.1)

* * * * *

3This 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; and (3) 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.

		ATLANTIC CITY ELECTRIC COMPANY
		(Registrant)
Date:	December 1, 2015	/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

4POTOMAC 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~~May 6, TO2016 ~~EXHIBITS FILED HEREWITH~~

Exhibit No.	Description of Exhibit
1.1	Bond Purchase Agreement, dated December 1, 2015, among the Company and the purchasers signatory thereto
4.1		Form of First Mortgage Bond, 3.50% Series due December 1, 2025 (included in Exhibit 1.1)
4.2		Supplemental Indenture, dated as of December 1, 2015, with respect to the Mortgage and Deed of Trust, dated January 15, 1937 (included in Exhibit 1.1)

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press release and earnings release attachments

99.2		Earnings conference call presentation slides

Filing Compare · ATLANTIC CITY ELECTRIC CO