UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarterly Period Ended September 30, 2015March 31, 2016

or

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The number of shares outstanding of each registrant’s common stock as of September 30, 2015March 31, 2016 was:

TABLE OF CONTENTS

				Page No.
		Potomac Electric Power Company
		7. ImpairmentStatements of Long-Lived AssetsOperations and Comprehensive Income			6141
		Statements of Cash Flows			42
		Balance Sheets			43
		Statement of Changes in Shareholder’s Equity			45
		Delmarva Power & Light Company
		Statements of Operations and Comprehensive Income			46
		Statements of Cash Flows			47
		Balance Sheets			48
		Statement of Changes in Shareholder’s Equity			50
		Atlantic City Electric Company
		Consolidated Statements of Operations and Comprehensive Income			51
		Consolidated Statements of Cash Flows			52
		Consolidated Balance Sheets			53
		Consolidated Statement of Changes in Shareholder’s Equity			55
		Combined Notes to Consolidated Financial Statements			56
		1. Significant Accounting Policies (All Registrants)			56
		2. New Accounting Pronouncements (All Registrants)			59
		3. Variable Interest Entities (All Registrants)			62
		4. Mergers, Acquisitions and Dispositions			69
		5. Regulatory Matters (All Registrants)			75
		6. Impairment of Long-Lived Assets (Exelon and Generation)			89
		7. Implications of Potential Early Plant Retirements (Exelon and Generation)			90
		8. ImplicationsFair Value of Potential Early Plant RetirementsFinancial Assets and Liabilities (All Registrants)			6391
		9. Fair Value ofDerivative Financial Assets and LiabilitiesInstruments (All Registrants)			64113
		10. Derivative Financial InstrumentsDebt and Credit Agreements (All Registrants)			82130
		11. Debt and Credit AgreementsIncome Taxes (All Registrants)			99134
		12. Income TaxesNuclear Decommissioning (Exelon and Generation)			105138
		13. Nuclear DecommissioningRetirement Benefits (All Registrants)			109141
		14. Retirement BenefitsSeverance (All Registrants)			112143
		15. SeveranceChanges in Accumulated Other Comprehensive Income (Exelon, Generation, PECO and PHI)			114146
		16. Changes in Accumulated Other Comprehensive IncomeMezzanine Equity (Exelon, Generation and PHI)			115149
		17. Common StockEarnings Per Share (Exelon)			120150
		18. Earnings Per ShareCommitments and EquityContingencies (All Registrants)			120151
		19. Commitments and ContingenciesSupplemental Financial Information (All Registrants)			121165
		20. Supplemental FinancialSegment Information (All Registrants)			132172

				21. Segment InformationPage No.				138
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			143178
		Exelon Corporation			143178
		General			143178
		Executive Overview			144179
		Critical Accounting Policies and Estimates			171195
		Results of Operations			172195
		Liquidity and Capital Resources			200237
		Contractual Obligations and Off-Balance Sheet Arrangements			210250
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			212251
ITEM 4.		CONTROLS AND PROCEDURES			220261
PART II.		OTHER INFORMATION			222262
ITEM 1.		LEGAL PROCEEDINGS			222262
ITEM 1A.		RISK FACTORS			222262
ITEM 4.		MINE SAFETY DISCLOSURES			222263
ITEM 6.		EXHIBITS			222263
SIGNATURES					224266
		Exelon Corporation			224266
		Exelon Generation Company, LLC			224266
		Commonwealth Edison Company			225266
		PECO Energy Company			225267
		Baltimore Gas and Electric Company			225267
		Pepco Holdings LLC			267
		Potomac Electric Power Company			268
		Delmarva Power & Light Company			268
		Atlantic City Electric Company			268

GLOSSARY OF TERMS AND ABBREVIATIONS

GLOSSARY OF TERMS AND ABBREVIATIONS

GLOSSARY OF TERMS AND ABBREVIATIONS

GLOSSARY OF TERMS AND ABBREVIATIONS

GLOSSARY OF TERMS AND ABBREVIATIONS

GLOSSARY OF TERMS AND ABBREVIATIONS

GLOSSARY OF TERMS AND ABBREVIATIONS

GLOSSARY OF TERMS AND ABBREVIATIONS

FILING FORMAT

This combined Form 10-Q is being filed separately by Exelon Corporation, Exelon Generation Company, LLC, Commonwealth Edison Company, PECO Energy Company, and Baltimore Gas and Electric Company, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company, and Atlantic City Electric Company (Registrants). Information contained herein relating to any individual Registrant is filed by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.

FORWARD-LOOKING STATEMENTS

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 the Registrants include those factors discussed herein, as well as the items discussed in (1) Exelon’s 20142015 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 22;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) this 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 19;18; and (3)(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.

WHERE TO FIND MORE INFORMATION

The public may read and copy any reports or other information that the Registrants file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. These documents are also available to the public from commercial document retrieval services, the website maintained by the SEC atwww.sec.gov and the Registrants’ websites atwww.exeloncorp.com. Information contained on the Registrants’ websites shall not be deemed incorporated into, or to be a part of, this Report.

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

EXELON CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

See the Combined Notes to Consolidated Financial Statements

EXELON CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See the Combined Notes to Consolidated Financial Statements

EXELON CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

See the Combined Notes to Consolidated Financial Statements

EXELON CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)