UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarterly Period Ended September 30, 2016March 31, 2017

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 Webweb site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation 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, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has 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.  ☐

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

The number of shares outstanding of each registrant’s common stock as of September 30, 2016March 31, 2017 was:

TABLE OF CONTENTS

				Page No.
		Potomac Electric Power Company
		Statements of Operations and Comprehensive Income			41
		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			56
		2. New Accounting PronouncementsStandards			58
		3. Variable Interest Entities			6361
		4. Mergers, Acquisitions and Dispositions			7067
		5. Regulatory Matters			7875
		6. Impairment of Long-Lived Assets			9493
		7. Early Nuclear Plant Retirements			9594
		8. Fair Value of Financial Assets and Liabilities			9896
		9. Derivative Financial Instruments			122117
		10. Debt and Credit Agreements			141134
		11. Income Taxes			145137
		12. Nuclear Decommissioning			151141
		13. Retirement Benefits			154144
		14. Severance			157147
		15. Changes in Accumulated Other Comprehensive Income			160149
		16. MezzanineEarnings Per Share and Equity			164152
		17. Earnings Per ShareCommitments and EquityContingencies			165153
		18. Commitments and ContingenciesSupplemental Financial Information			166
		19. Supplemental FinancialSegment Information			180171
		20. Segment InformationSubsequent Events			187176

				Page No.
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			197177
		Exelon Corporation			197
		General			197177
		Executive Overview			198177
		Financial Results of Operations			178
		Significant 2017 Transactions and Developments			183
		Exelon’s Strategy and Outlook for 2017 and Beyond			186
		Liquidity Considerations			187
		Other Key Business Drivers and Management Strategies			188
		Critical Accounting Policies and Estimates			223194
		Results of Operations			224195
		Exelon Generation Company, LLC			195
		Commonwealth Edison Company			202
		PECO Energy Company			207
		Baltimore Gas and Electric Company			213
		Pepco Holdings LLC			218
		Potomac Electric Power Company			219
		Delmarva Power & Light Company			225
		Atlantic City Electric Company			231
		Liquidity and Capital Resources			274236
		Contractual Obligations andOff-Balance Sheet Arrangements			287249
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			288250
ITEM 4.		CONTROLS AND PROCEDURES			297259
PART II.		OTHER INFORMATION			299260
ITEM 1.		LEGAL PROCEEDINGS			299260
ITEM 1A.		RISK FACTORS			299260
ITEM 4.		MINE SAFETY DISCLOSURES			300260
ITEM 5.		OTHER INFORMATION			260
ITEM 6.		EXHIBITS			301260
SIGNATURES					303262
		Exelon Corporation			303262
		Exelon Generation Company, LLC			303262
		Commonwealth Edison Company			303262
		PECO Energy Company			304263
		Baltimore Gas and Electric Company			304263
		Pepco Holdings LLC			304263
		Potomac Electric Power Company			305264
		Delmarva Power & Light Company			305264
		Atlantic City Electric Company			305264

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

GLOSSARY OF TERMS AND ABBREVIATIONS

FILING FORMAT

This combinedForm 10-Q is being filed separately by Exelon Corporation, Exelon Generation Company, LLC, Commonwealth Edison Company, PECO Energy Company, 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 RegistrantsExelon Corporation, 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) include those factors discussed herein, as well as the items discussed in (1) Exelon’s 2015the Registrants’ combined 2016 Annual Report on Form10-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;24, Commitments and Contingencies; and (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 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.

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 at1-800-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 STATEMENTS OF CASH FLOWSBALANCE SHEETS

(Unaudited)