Retirement Benefits (All Registrants)

Exelon sponsors defined benefit pension plans and other postretirement benefit plans for essentially all employees.

Effective March 23, 2016, Exelon became the sponsor of all of PHI's defined benefit pension and other postretirement benefit plans, and assumed PHI's benefit plan obligations and related assets. As a result, PHI's benefit plan net obligation and related regulatory assets were transferred to Exelon. The legacy PHI pension and other postretirement benefit plans were initially remeasured on February 29, 2016 as a result of the short time between the merger close and the end of the first quarter of 2016, using current assumptions, including the discount rate. Exelon updated these amounts in June 2016 to reflect assumptions at March 31, 2016. The updated valuation resulted in a $25 million reduction in the net obligation.

Defined Benefit Pension and Other Postretirement Benefits

During the first quarter of 2016, Exelon received an updated valuation of its legacy pension and other postretirement benefit obligations to reflect actual census data as of January 1, 2016. This valuation resulted in an increase to the pension obligation of $35 million and a decrease to the other postretirement benefit obligation of $8 million. Additionally, accumulated other comprehensive loss increased by approximately $2 million (after tax), regulatory assets increased by approximately $27 million, and regulatory liabilities increased by approximately $3 million.

The majority of the 2016 pension benefit cost for legacy Exelon-sponsored plans is calculated using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 4.29%. The majority of the 2016 other postretirement benefit cost is calculated using an expected long-term rate of return on plan assets of 6.71% for funded plans and a discount rate of 4.29%.

The 2016 pension benefit costs for the legacy PHI plans are calculated using an expected long-term rate of return on plan assets of 6.50% and a discount rate of 3.96% for the majority of the pension plans. The 2016 other postretirement benefit cost is calculated using an expected long-term rate of return on plan assets of 6.75% and a discount rate of 3.80%.

A portion of the net periodic benefit cost for all plans is capitalized within the Consolidated Balance Sheets. The following table presents the components of Exelon's net periodic benefit costs, prior to capitalization, for the three and nine months ended September 30, 2016 and 2015.



	Pension Benefits Three Months Ended September 30,						Other Postretirement Benefits Three Months Ended September 30,
Components of net periodic benefit cost:	2016			2015			2016			2015
Service cost	$	92		$	82		$	27		$	30
Interest cost	215			178			47			42
Expected return on assets	(293		)	(257		)	(42		)	(38		)
Amortization of:
Prior service cost (benefit)	3			3			(48		)	(43		)
Actuarial loss	142			142			18			20
Net periodic benefit cost	$	159		$	148		$	2		$	11



	Pension Benefits Nine Months Ended September 30,						Other Postretirement Benefits Nine Months Ended September 30,
	2016^(a)			2015			2016^(a)			2015
Components of net periodic benefit cost:
Service cost	$	262		$	245		$	80		$	89
Interest cost	616			533			138			125
Expected return on assets	(847		)	(770		)	(121		)	(113		)
Amortization of:
Prior service cost (benefit)	10			10			(138		)	(130		)
Actuarial loss	411			427			47			60
Net periodic benefit cost	$	452		$	445		$	6		$	31

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(a)	PHI net periodic benefit costs for the period prior to the merger are not included in the table above.



	Predecessor
	PHI
	Pension Benefits									Other Postretirement Benefits
Components of net periodic benefit cost:	January 1, 2016 to March 23, 2016			Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015			January 1, 2016 to March 23, 2016			Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
Service cost	$	12		$	15		$	43		$	1		$	2		$	5
Interest cost	26			28			82			6			6			18
Expected return on assets	(30		)	(35		)	(105		)	(5		)	(6		)	(17		)
Amortization of:
Prior service cost (benefit)	—			—			1			(3		)	(3		)	(9		)
Actuarial loss	14			16			49			2			2			6
Net periodic benefit cost	$	22		$	24		$	70		$	1		$	1		$	3

The amounts below represent Exelon's, Generation's, ComEd's, PECO's, BGE's, PHI's, Pepco's, DPL's, ACE's, BSC's and PHISCO's allocated portion of the pension and postretirement benefit plan costs, which were included in Property, plant and equipment within the respective Consolidated Balance Sheets and Operating and maintenance expense within the Consolidated Statement of Operations and Comprehensive Income during the three and nine months ended September 30, 2016 and 2015.



	Three Months Ended September 30,				Nine Months Ended September 30,
Pension and Other Postretirement Benefit Costs	2016		2015		2016		2015
Exelon	$	161	$	159	$	458	$	476
Generation	54		67		163		200
ComEd	41		52		124		155
PECO	8		10		25		29
BGE	17		16		51		49
BSC^(a)	13		14		37		43
Pepco^(b)	8		7		24		22
DPL^(b)	4		3		13		11
ACE^(b)	4		3		11		11
PHISCO^(a)(b)	12		12		33		29



	Successor		Predecessor		Successor		Predecessor
Pension and Other Postretirement Benefit Costs	Three Months Ended September 30, 2016		Three Months Ended September 30, 2015		March 24, 2016 to September 30, 2016		January 1, 2016 to March 23, 2016		Nine Months Ended September 30, 2015
PHI	$	28	$	25	$	58	$	23	$	73

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(a)	These amounts primarily represent amounts billed to Exelon’s subsidiaries through intercompany allocations. These amounts are not included in the Generation, ComEd, PECO, BGE, PHI, Pepco, DPL or ACE amounts above.


(b)	Pepco's, DPL's, ACE's and PHISCO's pension and postretirement benefit costs for the nine months ended September 30, 2016 include $7 million, $4 million, $3 million and $9 million, respectively, of costs incurred prior to the closing of Exelon’s merger with PHI on March 23, 2016.

Defined Contribution Savings Plans

The Registrants participate in various 401(k) defined contribution savings plans that are sponsored by Exelon. The plans are qualified under applicable sections of the IRC and allow employees to contribute a portion of their pre-tax and/or after-tax income in accordance with specified guidelines. All Registrants match a percentage of the employee contributions up to certain limits. The following table presents the matching contributions to the savings plans during the three and nine months ended September 30, 2016 and 2015:



	Three Months Ended September 30,				Nine Months Ended September 30,
Savings Plan Matching Contributions	2016		2015		2016		2015
Exelon	$	51	$	51	$	107	$	111
Generation	31		27		56		60
ComEd	10		10		23		23
PECO	3		3		7		7
BGE	2		5		5		10
BSC^(a)	2		6		9		11
Pepco^(b)	—		—		2		2
DPL^(b)	1		1		2		2
ACE^(b)	—		—		1		1
PHISCO^(a)(b)	2		2		5		5



	Successor		Predecessor		Successor		Predecessor
Savings Plan Matching Contributions	Three Months Ended September 30, 2016		Three Months Ended September 30, 2015		March 24, 2016 to September 30, 2016		January 1, 2016 to March 23, 2016		Nine Months Ended September 30, 2015
PHI	$	3	$	3	$	7	$	3	$	10

_________


(a)	These amounts primarily represent amounts billed to Exelon and PHI's subsidiaries through intercompany allocations. These costs are not included in the Generation, ComEd, PECO, BGE, Pepco and DPL amounts above.


(b)	Pepco's, DPL's and PHISCO's matching contributions for the nine months ended September 30, 2016 include $1 million, $1 million,and $1 million, respectively, of costs incurred prior to the closing of Exelon’s merger with PHI on March 23, 2016, which is not included in Exelon’s matching contributions for the nine months ended September 30, 2016.