As of December 31, 2013, Exelon sponsored defined benefit pension plans and other postretirement benefit plans for essentially all Generation, ComEd, PECO, BGE and BSC employees. In connection with the acquisition of Constellation in March 2012, Exelon assumed Constellation's benefit plans and its related assets. The table below shows the pension and postretirement benefit plans in which each operating company participated at December 31, 2013.

		Operating Company
Name of Plan:		Generation	ComEd	PECO	BGE	BSC
Qualified Pension Plans:
Exelon Corporation Retirement Program		X	X	X		X
Exelon Corporation Cash Balance Pension Plan		X	X	X		X
Exelon Corporation Pension Plan for
	Bargaining Unit Employees	X	X			X
Exelon New England Union Employees Pension Plan		X
Exelon Employee Pension Plan for Clinton,
	TMI and Oyster Creek	X	X			X
Pension Plan of Constellation Energy Group, Inc.		X			X	X
Constellation Mystic Power, LLC Union Employees
	Pension Plan Including Plan A and Plan B	X

Non-Qualified Pension Plans:
Exelon Corporation Supplemental Pension Benefit Plan
	and 2000 Excess Benefit Plan	X	X	X		X
Exelon Corporation Supplemental Management
	Retirement Plan	X	X	X		X
Constellation Energy Group, Inc. Senior Executive
	Supplemental Plan	X			X	X
Constellation Energy Group, Inc. Supplemental
	Pension Plan	X			X	X
Constellation Energy Group, Inc. Benefits Restoration
	Plan	X			X	X
Baltimore Gas & Electric Company Executive
	Benefit Plan	X			X	X
Baltimore Gas & Electric Company Manager
	Benefit Plan	X			X	X

Other Postretirement Benefit Plans:
PECO Energy Company Retiree Medical Plan		X		X		X
Exelon Corporation Health Care Program		X	X			X
Exelon Corporation Employees' Life Insurance Plan		X	X	X		X
Constellation Energy Group, Inc. Retiree Medical Plan		X			X	X
Constellation Energy Group, Inc. Retiree Dental Plan		X			X	X
Constellation Energy Group, Inc. Employee Life
	Insurance Plan and Family Life Insurance Plan	X			X	X
Constellation Mystic Power, LLC Post-Employment
	Medical Account Savings Plan	X
Exelon New England Union Post-Employment
	Medical Savings Account Plan	X

Exelon's traditional and cash balance pension plans are intended to be tax-qualified defined benefit plans. Substantially all non-union employees and electing union employees hired on or after January 1, 2001 participate in cash balance pension plans. Effective January 1, 2009, substantially all newly-hired union-represented employees participate in cash balance pension plans. Exelon has elected that the trusts underlying these plans be treated under the IRC as qualified trusts. If certain conditions are met, Exelon can deduct payments made to the qualified trusts, subject to certain IRC limitations.

Exelon recognizes the overfunded or underfunded status of defined benefit pension and other postretirement benefit plans as an asset or liability on its balance sheet, with offsetting entries to Accumulated Other Comprehensive Income (AOCI) and regulatory assets (liabilities), in accordance with the applicable authoritative guidance. The measurement date for the plans is December 31.

During the first quarter of 2013, Exelon received an updated valuation of its legacy pension and other postretirement benefit obligations to reflect actual census data as of January 1, 2013. This valuation resulted in an increase to the pension obligation of $8 million and a decrease to the other postretirement benefit obligation of $39 million. Additionally, accumulated other comprehensive loss decreased by approximately $75 million (after tax) and regulatory assets increased by approximately $93 million. During the second quarter of 2013, Exelon received the updated valuation for the legacy Constellation pension and other postretirement obligations to reflect actual census data as of January 1, 2013. This valuation resulted in an increase to the pension obligation of $23 million and a decrease to the other postretirement benefit obligation of $12 million. Additionally, accumulated other comprehensive loss increased by approximately $2 million (after tax) and regulatory assets increased by approximately $14 million.

The following table provides a rollforward of the changes in the benefit obligations and plan assets for the most recent two years for all plans combined:

					Other
	Pension Benefits				Postretirement Benefits
	2013		2012		2013		2012
Change in benefit obligation:
Net benefit obligation at beginning of year	$	16,800	$	13,538	$	4,820	$	4,062
Service cost		317		280		162		156
Interest cost		650		698		194		205
Plan participants’ contributions		0		0		34		34
Actuarial loss (gain)		(1,363)		1,520		(551)		313
Plan amendments		1		0		15		(103)
Acquisitions/divestitures		0		1,880		0		362
Curtailments		0		(10)		0		(8)
Settlements(a)		(69)		(169)		0		0
Contractual termination benefits		0		15		0		6
Gross benefits paid		(877)		(952)		(223)		(219)
Federal subsidy on benefits paid		0		0		0		12

Net benefit obligation at end of year	$	15,459	$	16,800	$	4,451	$	4,820

Change in plan assets:
Fair value of net plan assets at beginning of year	$	13,357	$	11,302	$	2,135	$	1,797
Actual return on plan assets		821		1,484		209		197
Employer contributions		339		149		83		325
Plan participants’ contributions		0		0		34		34
Benefits paid(b)		(877)		(952)		(223)		(218)
Acquisitions/divestitures		0		1,543		0		0
Settlements(a)		(69)		(169)		0		0

Fair value of net plan assets at end of year	$	13,571	$	13,357	$	2,238	$	2,135

(b) Exelon's other postretirement benefits paid for the year ended December 31, 2012 are net of $1.3 million of reinsurance proceeds received from the Department of Health and Human Services as part of the Early Retiree Reinsurance Program pursuant to the Affordable Care Act of 2010. In 2013, the Program was no longer accepting applications for reimbursement.

Exelon presents its benefit obligations and plan assets net on its balance sheet within the following line items:

The funded status of the pension and other postretirement benefit obligations refers to the difference between plan assets and estimated obligations of the plan. The funded status changes over time due to several factors, including contribution levels, assumed discount rates and actual returns on plan assets.

The following tables provide the projected benefit obligations (PBO), accumulated benefit obligation (ABO), and fair value of plan assets for all pension plans with a PBO or ABO in excess of plan assets.

On a PBO basis, the plans were funded at 88% at December 31, 2013 compared to 80% at December 31, 2012. On an ABO basis, the plans were funded at 93% at December 31, 2013 compared to 85% at December 31, 2012. The ABO differs from the PBO in that the ABO includes no assumption about future compensation levels.

The following table presents the components of Exelon's net periodic benefit costs for the years ended December 31, 2013, 2012 and 2011. The table reflects an increase in 2012 and a reduction in 2011 of net periodic postretirement benefit costs of approximately $(17) million and $28 million, respectively, related to a Federal subsidy provided under the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Modernization Act), discussed further below.

The 2013 pension benefit cost for all plans is calculated using an expected long-term rate of return on plan assets of 7.50% and a discount rate of 3.92%. Certain plans were remeasured during the year using a discount rate of 4.21%. The 2013 other postretirement benefit cost is calculated using an expected long-term rate of return on plan assets of 6.45% for funded plans and a discount rate of 4.00% for all plans. Certain plans were remeasured during the year using a discount rate of 4.66%. Certain other postretirement benefit plans are not funded. A portion of the net periodic benefit cost is capitalized within the Consolidated Balance Sheets.

Through Exelon's postretirement benefit plans, the Registrants provide retirees with prescription drug coverage. The Medicare Modernization Act, enacted on December 8, 2003, introduced a prescription drug benefit under Medicare as well as a Federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the Medicare prescription drug benefit. Management believes the prescription drug benefit provided under Exelon's postretirement benefit plans meets the requirements for the subsidy. In December 2011, the Company decided that beginning in 2013, it will no longer elect to take the direct Part D subsidy. Beginning in 2013, eligible employees are offered an Employee Group Waiver Plan, a Medicare Part D Plan, with a supplemental “wrap” that closely matches the current prescription drug plan design. See the Health Care Reform Legislation section below for further discussion regarding the income tax treatment of Federal subsidies of prescription drug benefits.

The effect of the subsidy on the components of net periodic postretirement benefit cost for the years ended December 31, 2013, 2012 and 2011 included in the consolidated financial statements was as follows:

Under the authoritative guidance for regulatory accounting, a portion of current year actuarial gains and losses and prior service costs (credits) is capitalized within Exelon's Consolidated Balance Sheets to reflect the expected regulatory recovery of these amounts, which would otherwise be recorded to AOCI. The following tables provide the components of AOCI and regulatory assets (liabilities) for the years ended December 31, 2013, 2012 and 2011 for all plans combined.

(a) Of the $1,753 million gain related to pension benefits, $1,071 million and $682 million were recognized in AOCI and regulatory assets, respectively, during 2013. Of the $677 million gain related to other postretirement benefits, $352 million and $325 million were recognized in AOCI and regulatory assets (liabilities), respectively, during 2013. Of the $1,188 million loss related to pension benefits, $283 million and $904 million were recognized in AOCI and regulatory assets, respectively, during 2012. Of the $120 million loss related to other postretirement benefits, $39 million and $81 million were recognized in AOCI and regulatory assets, respectively, during 2012. Of the $399 million loss related to pension benefits, $181 million and $218 million were recognized in AOCI and regulatory assets, respectively, during 2011. Of the $37 million loss related to other postretirement benefits, $13 million and $24 million were recognized in AOCI and regulatory assets, respectively, during 2011.

The following table provides the components of Exelon's gross accumulated other comprehensive loss and regulatory assets (liabilities) that have not been recognized as components of periodic benefit cost at December 31, 2013 and 2012, respectively, for all plans combined:

(a) Of the $6,254 million related to pension benefits, $3,523 million and $2,731 million are included in AOCI and regulatory assets, respectively, at December 31, 2013. Of the $401 million related to other postretirement benefits, $161 million and $240 million are included in AOCI and regulatory assets (liabilities), respectively, at December 31, 2013. Of the $8,007 million related to pension benefits, $4,594 million and $3,413 million are included in AOCI and regulatory assets, respectively, at December 31, 2012. Of the $1,078 million related to other postretirement benefits, $514 million and $564 million are included in AOCI and regulatory assets, respectively, at December 31, 2012.

The following table provides the components of Exelon's AOCI and regulatory assets at December 31, 2013 (included in the table above) that are expected to be amortized as components of periodic benefit cost in 2014. These estimates are subject to the completion of an actuarial valuation of Exelon's pension and other postretirement benefit obligations, which will reflect actual census data as of January 1, 2014 and actual claims activity as of December 31, 2013. The valuation is expected to be completed in the first quarter of 2014 for legacy Exelon plans and in the second quarter of 2014 for legacy Constellation plans.

(a) Of the $441 million related to pension benefits at December 31, 2013, $232 million and $209 million are expected to be amortized from AOCI and regulatory assets in 2013, respectively. Of the $16 million related to other postretirement benefits at December 31, 2013, $7 million and $9 million are expected to be amortized from AOCI and regulatory assets in 2013, respectively.

The measurement of the plan obligations and costs of providing benefits under Exelon's defined benefit and other postretirement plans involves various factors, including the development of valuation assumptions and accounting policy elections. When developing the required assumptions, Exelon considers historical information as well as future expectations. The measurement of benefit obligations and costs is impacted by several assumptions including the discount rate applied to benefit obligations, the long-term expected rate of return on plan assets, Exelon's expected level of contributions to the plans, the long-term expected investment rate credited to employees participating in cash balance plans and the anticipated rate of increase of health care costs. Additionally, assumptions related to plan participants include the incidence of mortality, the expected remaining service period, the level of compensation and rate of compensation increases, employee age and length of service, among other factors.

Expected Rate of Return. In selecting the expected rate of return on plan assets, Exelon considers historical economic indicators (including inflation and GDP growth) that impact asset returns, as well as expectations regarding future long-term capital market performance, weighted by Exelon's target asset class allocations.

The following assumptions were used to determine the benefit obligations for all of the plans at December 31, 2013, 2012 and 2011. Assumptions used to determine year-end benefit obligations are the assumptions used to estimate the subsequent year's net periodic benefit costs.

The following assumptions were used to determine the net periodic benefit costs for all the plans for the years ended December 31, 2013, 2012 and 2011:

(a) The discount rates above represent the initial discount rates used to establish Exelon's pension and other postretirement benefits costs for the year ended December 31, 2013. Certain of the benefit plans were remeasured during the year using discount rates of 4.21% and 4.66% for pension and other postretirement benefits, respectively. Costs for the year ended December 31, 2013 reflect the impact of these remeasurements.

(b) The discount rates above represent the initial discounts rates used to establish Exelon's pension and other postretirement benefits costs for 2012. Certain of the benefit plans were remeasured during the year due to the Constellation merger, plan settlement and curtailment events, and plan changes using discount rates of 3.71% and 3.72% for pension and other postretirement benefits, respectively. Costs for the year ended December 31, 2012 reflect the impact of these remeasurements.

Assumed health care cost trend rates have a significant effect on the costs reported for the other postretirement benefit plans. A one percentage point change in assumed health care cost trend rates would have the following effects:

In March 2010, the Health Care Reform Acts were signed into law, which contain a number of provisions that impact retiree health care plans provided by employers. One such provision reduces the deductibility, for Federal income tax purposes, of retiree health care costs to the extent an employer's postretirement health care plan receives Federal subsidies that provide retiree prescription drug benefits at least equivalent to those offered by Medicare. Although this change did not take effect immediately, the Registrants were required to recognize the full accounting impact in their financial statements in the period in which the legislation was enacted. As a result, in the first quarter of 2010, Exelon recorded total after-tax charges of approximately $65 million to income tax expense to reverse deferred tax assets previously established. Generation, ComEd, PECO and BGE recorded charges of $24 million, $11 million, $9 million and $3 million, respectively. Additionally, as a result of this deductibility change for employers and other Health Care Reform provisions that impact the federal prescription drug subsidy options provided to employers, Exelon has made a change in the manner in which it will receive prescription drug subsidies beginning in 2013.

Additionally, the Health Care Reform Acts also include a provision that imposes an excise tax on certain high-cost plans beginning in 2018, whereby premiums paid over a prescribed threshold will be taxed at a 40% rate. Although the excise tax does not go into effect until 2018, accounting guidance requires Exelon to incorporate the estimated impact of the excise tax in its annual actuarial valuation. The application of the legislation is still unclear and Exelon continues to monitor the Department of Labor and IRS for additional guidance. Certain key assumptions are required to estimate the impact of the excise tax on Exelon's other postretirement benefit obligation, including projected inflation rates (based on the CPI) and whether pre- and post-65 retiree populations can be aggregated in determining the premium values of health care benefits. Exelon reflected its best estimate of the expected impact in its annual actuarial valuation.

The following table provides contributions made by Generation, ComEd, PECO, BGE and BSC to the pension and other postretirement benefit plans:

(a) The Registrants present the cash contributions above net of Federal subsidy payments received on each of their respective Consolidated Statements of Cash Flows. Exelon, Generation, ComEd, PECO, and BGE received Federal subsidy payments of $10 million, $5 million, $4 million, $1 million and $2 million, respectively, in 2012, and $11 million, $5 million, $4 million, $1 million and $3 million, respectively, in 2011. Effective January 1, 2013, Exelon is no longer receiving this subsidy.

(b) BGE's pension benefit contributions for 2012 and 2011 exclude $0 million and $54 million, respectively, of pension contributions made by BGE prior to the closing of Exelon's merger with Constellation on March 12, 2012. BGE's other postretirement benefit payments for 2012 and 2011 exclude $4 million and $13 million, respectively, of other postretirement benefit payments made by BGE prior to the closing of Exelon's merger with Constellation on March 12, 2012. These pre-merger contributions are not included in Exelon's financial statements but are reflected in BGE's financial statements.

(c) The increase in 2011 pension contributions was related to Exelon's $2.1 billion contribution to its pension plans as a result of accelerated cash benefits associated with the Tax Relief Act of 2010.

Exelon plans to contribute $264 million to its qualified pension plans in 2014, of which Generation, ComEd, PECO and BGE will contribute $118 million, $119 million, $11 million and $0 million, respectively. Unlike the qualified pension plans, Exelon's non-qualified pension plans are not funded. Exelon plans to make non-qualified pension plan benefit payments of $12 million in 2014, of which Generation, ComEd, PECO and BGE will make payments of $5 million, $1 million, $0 million and $1 million, respectively. Management considers various factors when making pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the Pension Protection Act of 2006 (the Act), management of the pension obligation and regulatory implications. The Act requires the attainment of certain funding levels to avoid benefit restrictions (such as an inability to pay lump sums or to accrue benefits prospectively), and at-risk status (which triggers higher minimum contribution requirements and participant notification). Additionally, for Exelon's largest qualified pension plan, the projected contributions reflect a funding strategy of contributing the greater of $250 million, which approximates service cost, or the minimum amounts under ERISA to avoid benefit restrictions and at-risk status. This level funding strategy helps minimize volatility of future period required pension contributions. On July 6, 2012, President Obama signed into law the Moving Ahead for Progress in the Twenty-first Century Act, which contains a pension funding provision that results in lower minimum pension contributions in the near term while increasing the premiums pension plans pay to the Pension Benefit Guaranty Corporation. Certain provisions of the law were applied in 2012 while others were applied in 2013. The estimated impacts of the law are reflected in the projected pension contributions.

Unlike the qualified pension plans, other postretirement plans are not subject to statutory minimum contribution requirements. Exelon's management has historically considered several factors in determining the level of contributions to its other postretirement benefit plans, including levels of benefit claims paid and regulatory implications (amounts deemed prudent to meet regulatory expectations and best assure continued rate recovery). In 2014, Exelon anticipates funding its other postretirement benefit plans based on the funding considerations discussed above, with the exception of those plans which remain unfunded. Exelon expects to make other postretirement benefit plan contributions, including benefit payments related to unfunded plans, of approximately $430 million in 2014, of which Generation, ComEd, PECO, and BGE expect to contribute $168 million, $197 million, $19 million, and $17 million, respectively.

Estimated future benefit payments to participants in all of the pension plans and postretirement benefit plans at December 31, 2013 were:

Generation, ComEd, PECO, and BGE account for their participation in Exelon's pension and other postretirement benefit plans by applying multiemployer accounting. Employee-related assets and liabilities, including both pension and postretirement liabilities, for the legacy Exelon plans were allocated by Exelon to its subsidiaries based on the number of active employees as of January 1, 2001 as part of Exelon's corporate restructuring. Exelon allocates the components of pension and other postretirement costs to the subsidiaries in the legacy Exelon plans based upon several factors, including the measures of active employee participation in each participating unit. The obligation for Generation, ComEd and PECO reflects the initial allocation and the cumulative costs incurred and contributions made since January 1, 2001. Pension and postretirement benefit contributions are allocated to legacy Exelon subsidiaries in proportion to active service costs recognized and total costs recognized, respectively. For legacy CEG plans, components of pension and other postretirement benefit costs and contributions are allocated to the subsidiaries based on employee participation (both active and retired).

The amounts below were included in capital expenditures and operating and maintenance expense for the years ended December 31, 2013, 2012 and 2011, respectively, for Generation's, ComEd's, PECO's, BSC's and BGE's allocated portion of the pension and postretirement benefit plan costs. These amounts include the recognized contractual termination benefit charges, curtailment gains, and settlement charges:

Investment Strategy. On a regular basis, Exelon evaluates its investment strategy to ensure that plan assets will be sufficient to pay plan benefits when due. As part of this ongoing evaluation, Exelon may make changes to its targeted asset allocation and investment strategy.

Exelon has developed and implemented a liability hedging investment strategy for its qualified pension plans that has reduced the volatility of its pension assets relative to its pension liabilities. Exelon is likely to continue to gradually increase the liability hedging portfolio as the funded status of its plans improves. The overall objective is to achieve attractive risk-adjusted returns that will balance the liquidity requirements of the plans' liabilities while striving to minimize the risk of significant losses. Trust assets for Exelon's other postretirement plans are managed in a diversified investment strategy that prioritizes maximizing liquidity and returns while minimizing asset volatility.

Exelon used an EROA of 7.00% and 6.59% to estimate its 2014 pension and other postretirement benefit costs, respectively.

Exelon's pension and other postretirement benefit plan target asset allocations and December 31, 2013 and 2012 asset allocations were as follows:

(a) Alternative investments include private equity, hedge funds and real estate.

Concentrations of Credit Risk. Exelon evaluated its pension and other postretirement benefit plans' asset portfolios for the existence of significant concentrations of credit risk as of December 31, 2013. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund. As of December 31, 2013, there were no significant concentrations (defined as greater than 10 percent of plan assets) of risk in Exelon's pension and other postretirement benefit plan assets.

The following table presents Exelon's pension and other postretirement benefit plan assets measured and recorded at fair value on Exelon's Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy at December 31, 2013 and 2012:

At December 31, 2013 (a)		Level 1		Level 2		Level 3		Total

Pension plan assets
	Equity securities:
	Individually held		3,090		0		2		3,092
	Commingled funds		0		1,167		0		1,167
	Mutual funds		270		0		0		270
	Equity securities subtotal		3,360		1,167		2		4,529
	Fixed income securities:
	Debt securities issued by the U.S. Treasury and
	other U.S. government corporations and agencies		908		9		0		917
	Debt securities issued by states of the United States
	and by political subdivisions of the states		0		88		0		88
	Foreign debt securities		0		205		0		205
	Corporate debt securities		0		2,927		41		2,968
	Federal agency mortgage-backed securities		0		90		0		90
	Non-Federal agency mortgage-backed securities		0		26		0		26
	Commingled funds		0		558		0		558
	Mutual funds		5		315		0		320
	Derivative instruments (b):
	Assets		0		7		0		7
	Liabilities		0		(134)		0		(134)
	Fixed income securities subtotal		913		4,091		41		5,045
	Private equity		0		0		806		806
	Hedge funds		0		1,266		1,039		2,305
	Real estate:
	Individually held		264		0		0		264
	Commingled funds		0		2		0		2
	Real estate funds		0		0		582		582
	Real estate subtotal		264		2		582		848
Pension plan assets subtotal			4,537		6,526		2,470		13,533

Other postretirement benefit plan assets
	Cash equivalents		51		0		0		51
	Equity securities:
	Individually held		286		0		0		286
	Commingled funds		0		515		0		515
	Mutual funds		164		0		0		164
	Equity securities subtotal		450		515		0		965
	Fixed income securities:
	Debt securities issued by the U.S. Treasury and
	other U.S. government corporations and agencies		17		1		0		18
	Debt securities issued by states of the United States
	and by political subdivisions of the states		0		149		0		149
	Foreign debt securities		0		2		0		2
	Corporate debt securities		0		50		0		50
	Federal agency mortgage-backed securities		0		45		0		45
	Non-Federal agency mortgage-backed securities		0		7		0		7
	Commingled funds		0		218		0		218
	Mutual funds		305		0		0		305
	Fixed income securities subtotal		322		472		0		794
	Private equity		0		0		2		2
	Hedge funds		0		295		4		299
	Real estate:
	Individually held		8		0		0		8
	Real estate funds		0		5		109		114
	Real estate subtotal		8		5		109		122
Other postretirement benefit plan assets subtotal			831		1,287		115		2,233

Total pension and other postretirement
	benefit plan assets (c)	$	5,368	$	7,813	$	2,585	$	15,766

At December 31, 2012 (a)		Level 1		Level 2		Level 3		Total

Pension plan assets
	Cash equivalents	$	1	$	0	$	0	$	1
	Equity securities:
	Individually held		2,562		0		0		2,562
	Commingled funds		0		1,111		0		1,111
	Mutual funds		323		0		0		323
	Equity securities subtotal		2,885		1,111		0		3,996
	Fixed income securities:
	Debt securities issued by the U.S. Treasury and
	other U.S. government corporations and agencies		1,037		0		0		1,037
	Debt securities issued by states of the United States
	and by political subdivisions of the states		0		108		0		108
	Foreign debt securities		0		252		0		252
	Corporate debt securities		0		3,330		0		3,330
	Federal agency mortgage-backed securities		0		117		0		117
	Non-Federal agency mortgage-backed securities		0		28		0		28
	Commingled funds		0		274		0		274
	Mutual funds		4		291		0		295
	Derivative instruments (b):
	Assets		0		9		0		9
	Liabilities		0		(21)		0		(21)
	Fixed income securities subtotal		1,041		4,388		0		5,429
	Private equity		0		0		754		754
	Hedge funds		0		1,080		1,235		2,315
	Real estate:
	Individually held		280		0		0		280
	Commingled funds		0		75		0		75
	Real estate funds		0		0		426		426
	Real estate subtotal		280		75		426		781
Pension plan assets subtotal			4,207		6,654		2,415		13,276

Other postretirement benefit plan assets
	Cash equivalents		44		0		0		44
	Equity securities:
	Individually held		198		0		0		198
	Commingled funds		0		530		0		530
	Mutual funds		230		0		0		230
	Equity securities subtotal		428		530		0		958
	Fixed income securities:
	Debt securities issued by the U.S. Treasury and
	other U.S. government corporations and agencies		18		0		0		18
	Debt securities issued by states of the United States
	and by political subdivisions of the states		0		125		0		125
	Foreign debt securities		0		3		0		3
	Corporate debt securities		0		50		0		50
	Federal agency mortgage-backed securities		0		52		0		52
	Non-Federal agency mortgage-backed securities		0		6		0		6
	Commingled funds		0		271		0		271
	Mutual funds		295		2		0		297
	Fixed income securities subtotal		313		509		0		822
	Private equity		0		0		1		1
	Hedge funds		0		188		12		200
	Real estate:
	Individually held		7		0		0		7
	Commingled funds		0		2		0		2
	Real estate funds		0		6		95		101
	Real estate subtotal		7		8		95		110
Other postretirement benefit plan assets subtotal			792		1,235		108		2,135

Total pension and other postretirement
	benefit plan assets (c)	$	4,999	$	7,889	$	2,523	$	15,411

The following table presents the reconciliation of Level 3 assets and liabilities measured at fair value for pension and other postretirement benefit plans for the years ended December 31, 2013 and 2012:


		Hedge		Private		Real		Debt		Preferred
		funds		equity		estate		securities		stock		Total

Pension Assets
Balance as of January 1, 2013		$	1,235	$	754	$	426	$	0	$	0	$	2,415
Actual return on plan assets:
	Relating to assets still held at the reporting date		143		86		63		0		0		292
	Relating to assets sold during the period		3		0		(4)		0		0		(1)
Purchases, sales and settlements:
	Purchases		360		123		226		41		2		752
	Sales		(76)		0		(91)		0		0		(167)
	Settlements(a)		(3)		(157)		(38)		0		0		(198)
Transfers into (out of) Level 3(b)			(623)		0		0		0		0		(623)

Balance as of December 31, 2013		$	1,039	$	806	$	582	$	41	$	2	$	2,470

Other Postretirement Benefits
Balance as of January 1, 2013		$	12	$	1	$	95	$	0	$	0	$	108
Actual return on plan assets:
	Relating to assets still held at the reporting date		1		0		11		0		0		12
	Relating to assets sold during the period		0		0		0		0		0		0
Purchases, sales and settlements:
	Purchases		0		1		3		0		0		4
	Sales		(1)		0		0		0		0		(1)
	Settlements(a)		(4)		0		0		0		0		(4)
Transfers into (out of) Level 3(b)			(4)		0		0		0		0		(4)

Balance as of December 31, 2013		$	4	$	2	$	109	$	0	$	0	$	115

		Hedge		Private		Real		Debt		Preferred
		funds		equity		estate		securities		stock		Total

Pension Assets
Balance as of January 1, 2012		$	1,525	$	672	$	229	$	0	$	0	$	2,426
Actual return on plan assets:
	Relating to assets still held at the reporting date		138		55		24		0		0		217
Purchases, sales and settlements:
	Purchases		447		108		134		0		0		689
	Sales		(6)		0		0		0		0		(6)
	Settlements(a)		(4)		(128)		(28)		0		0		(160)
Transfers into (out of) Level 3(c)(d)(e)			(865)		47		67		0		0		(751)

Balance as of December 31, 2012		$	1,235	$	754	$	426	$	0	$	0	$	2,415

Other Postretirement Benefits
Balance as of January 1, 2012		$	157	$	1	$	7	$	0	$	0	$	165
Actual return on plan assets:
	Relating to assets still held at the reporting date		11		0		3		0		0		14
Purchases, sales and settlements:
	Purchases		32		0		91		0		0		123
	Sales		0		0		0		0		0		0
	Settlements(a)		0		0		(1)		0		0		(1)
Transfers into (out of) Level 3(c)(d)(e)			(188)		0		(5)		0		0		(193)

Balance as of December 31, 2012		$	12	$	1	$	95	$	0	$	0	$	108

Cash equivalents. Investments with maturities of three months or less when purchased, including certain short−term fixed income securities and money market funds, are considered cash equivalents. The fair values are based on observable market prices and, therefore, are included in the recurring fair value measurements hierarchy as Level 1.

Equity securities. With respect to individually held equity securities, including investments in U.S. and international securities, the trustees obtain prices from pricing services, whose prices are obtained from direct feeds from market exchanges, which Exelon is able to independently corroborate. Equity securities held individually are primarily traded on exchanges that contain only actively traded securities, due to the volume trading requirements imposed by these exchanges. Equity securities are valued based on quoted prices in active markets and are categorized as Level 1. Certain private placement equity securities are categorized as Level 3 because they are not publicly traded and are priced using significant unobservable inputs.

Equity commingled funds and mutual funds are maintained by investment companies that hold certain investments in accordance with a stated set of fund objectives, which are consistent with Exelon's overall investment strategy. The values of some of these funds are publicly quoted. For mutual funds which are publicly quoted, the funds are valued based on quoted prices in active markets and have been categorized as Level 1. For equity commingled funds and mutual funds which are not publicly quoted, the fund administrators value the funds using the net asset value per fund share, derived from the quoted prices in active markets of the underlying securities. These funds have been categorized as Level 2.

Fixed income. For fixed income securities, which consist primarily of corporate debt securities, foreign government securities, municipal bonds, asset and mortgage-backed securities, commingled funds, mutual funds and derivative instruments, the trustees obtain multiple prices from pricing vendors whenever possible, which enables cross−provider validations in addition to checks for unusual daily movements. A primary price source is identified based on asset type, class or issue for each security. The trustees monitor prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the portfolio managers challenge an assigned price and the trustees determine that another price source is considered to be preferable. Exelon has obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, Exelon selectively corroborates the fair values of securities by comparison to other market−based price sources. Investments in U.S. Treasury securities have been categorized as Level 1 because they trade in highly−liquid and transparent markets. Certain private placement fixed income securities have been categorized as Level 3 because they are priced using certain significant unobservable inputs and are typically illiquid. The fair values of fixed income securities, excluding U.S. Treasury securities and privately placed fixed income securities, are based on evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences and are categorized as Level 2.

Derivative instruments consisting primarily of interest rate swaps to manage risk are recorded at fair value. Derivative instruments are valued based on external price data of comparable securities and have been categorized as Level 2.

Fixed income commingled funds and mutual funds, including short−term investment funds, are maintained by investment companies and hold certain investments in accordance with a stated set of fund objectives, which are consistent with Exelon's overall investment strategy. The values of some of these funds are publicly quoted. For mutual funds which are publicly quoted, the funds are valued based on quoted prices in active markets and have been categorized as Level 1. For fixed income commingled funds and mutual funds which are not publicly quoted, the fund administrators value the funds using the net asset value per fund share, derived from the quoted prices in active markets of the underlying securities. These funds have been categorized as Level 2.

Private equity. Private equity investments include those in limited partnerships that invest in operating companies that are not publicly traded on a stock exchange such as leveraged buyouts, growth capital, venture capital, distressed investments and investments in natural resources. Private equity valuations are reported by the fund manager and are based on the valuation of the underlying investments, which include inputs such as cost, operating results, discounted future cash flows and market based comparable data. Since these valuation inputs are not highly observable, private equity investments have been categorized as Level 3.

Hedge funds. Hedge fund investments include those seeking to maximize absolute returns using a broad range of strategies to enhance returns and provide additional diversification. The fair value of hedge funds is determined using NAV or ownership interest of the investments. Exelon has the ability to redeem these investments at NAV or its equivalent subject to certain restrictions which may include a lock−up period or a gate. For Exelon's investments that have terms that allow redemption within a reasonable period of time from the measurement date, the hedge fund investments are categorized as Level 2. For investments that have restrictions that may limit Exelon's ability to redeem the investments at the measurement date or within a reasonable period of time, the hedge fund investments are categorized as Level 3.

Real estate. Real estate investment trusts valued daily based on quoted prices in active markets are categorized as Level 1. Real estate commingled funds are maintained by investment companies and hold certain investments in accordance with a stated set of fund objectives, which are consistent with Exelon's overall investment strategy. Since these funds are not publicly quoted, the fund administrators value the funds using the net asset value per fund share, derived from the quoted prices in active markets of the underlying securities. These funds have been categorized as Level 2. Other real estate funds are funds with a direct investment in a pool of real estate properties. These funds are valued by investment managers on a periodic basis using pricing models that use independent appraisals from sources with professional qualifications. Since these valuation inputs are not highly observable, these real estate funds have been categorized as Level 3.

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 income in accordance with specified guidelines. All Registrants match a percentage of the employee contributions up to certain limits. The following table presents matching contributions to the savings plan for the years ended December 31, 2013, 2012 and 2011: