UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarterly Period Ended March 31,June 30, 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  ☒    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 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  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “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  ☒

The number of shares outstanding of each registrant’s common stock as of March 31,June 30, 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 PoliciesBasis of Presentation			56
		2. New Accounting Standards			58
		3. Variable Interest Entities			61
		4. Mergers, Acquisitions and Dispositions			67
		5. Regulatory Matters			7576
		6. Impairment of Long-Lived Assets			9395
		7. Early Nuclear Plant Retirements			9496
		8. Fair Value of Financial Assets and Liabilities			9699
		9. Derivative Financial Instruments			117123
		10. Debt and Credit Agreements			134140
		11. Income Taxes			137144
		12. Nuclear Decommissioning			141150
		13. Retirement Benefits			144153
		14. Severance			147156
		15. Changes in Accumulated Other Comprehensive Income			149159
		16. Earnings Per Share and Equity			152163
		17. Commitments and Contingencies			153164
		18. Supplemental Financial Information			166177
		19. Segment Information			171184
		20. Subsequent Events			176192

				Page No.
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			177193
		Exelon Corporation			177193
		Executive Overview			177193
		Financial Results of Operations			178195
		Significant 2017 Transactions and Developments			183204
		Exelon’s Strategy and Outlook for 2017 and Beyond			186209
		Liquidity Considerations			187210
		Other Key Business Drivers and Management Strategies			188211
		Critical Accounting Policies and Estimates			194218
		Results of Operations By Registrant			195218
		Exelon Generation Company, LLC			195219
		Commonwealth Edison Company			202228
		PECO Energy Company			207235
		Baltimore Gas and Electric Company			213241
		Pepco Holdings LLC			218247
		Potomac Electric Power Company			219251
		Delmarva Power & Light Company			225258
		Atlantic City Electric Company			231266
		Liquidity and Capital Resources			236271
		Contractual Obligations andOff-Balance Sheet Arrangements			249285
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			250286
ITEM 4.		CONTROLS AND PROCEDURES			259296
PART II.		OTHER INFORMATION			260297
ITEM 1.		LEGAL PROCEEDINGS			260297
ITEM 1A.		RISK FACTORS			260297
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			297
ITEM 4.		MINE SAFETY DISCLOSURES			260
ITEM 5.		OTHER INFORMATION			260298
ITEM 6.		EXHIBITS			260298
SIGNATURES					262300
		Exelon Corporation			262300
		Exelon Generation Company, LLC			262300
		Commonwealth Edison Company			262300
		PECO Energy Company			263301
		Baltimore Gas and Electric Company			263301
		Pepco Holdings LLC			263301
		Potomac Electric Power Company			264302
		Delmarva Power & Light Company			264302
		Atlantic City Electric Company			264302

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.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTSINFORMATION

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 Exelon 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)the Registrants include those factors discussed herein, as well as the items discussed in (1) the 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 24, Commitments and Contingencies; (2) 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 (2)Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 17, Commitments and Contingencies; 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.

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.www.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)