Exelon sponsors defined benefit pension plans and other postretirement benefit plans for essentially all Generation, ComEd, PECO, BGE and BSC employees.

During the first quarter of 2014, Exelon received an updated valuation of several of its pension and other postretirement benefit obligations to reflect actual census data as of January 1, 2014. This valuation resulted in an increase to the pension obligation of $35 million and an increase to the other postretirement benefit obligation of $12 million. Additionally, accumulated other comprehensive loss increased by approximately $13 million (after tax), regulatory assets increased by approximately $34 million, and regulatory liabilities increased by approximately $5 million. The updated valuation for the remainder of the plans will be completed in the second quarter of 2014.

In April 2014, Exelon announced plan design changes for certain OPEB plans, which will require an interim remeasurement of the benefit obligation for those plans using assumptions as of April 30, 2014, including updated discount rates. The plan design changes are estimated to result in a decrease in the net periodic benefit costs for OPEB of approximately $125 million for the period May 2014 through December 2014, a reduction of the OPEB obligation of approximately $800 million and changes to AOCI, regulatory assets and regulatory liabilities upon remeasurement, based on the December 31, 2013 valuation assumptions. The actual financial statement impacts are dependent on the economic assumptions at the April 30, 2014 remeasurement date. The plan design changes did not impact the March 31, 2014 results of operations, cash flows or financial position. Management is evaluating funding options for the OPEB plans, including implications of the plan design changes discussed above, which may result in reductions to the expected contributions.

The following tables present the components of Exelon's net periodic benefit costs for the three months ended March 31, 2014 and 2013. The 2014 pension benefit cost for all plans is calculated using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 4.80%. The 2014 other postretirement benefit cost is calculated using an expected long-term rate of return on plan assets of 6.59% for funded plans and a discount rate of 4.90% for all plans. Certain other postretirement benefit plans are not funded. A portion of the net periodic benefit cost is capitalized within the Consolidated Balance Sheets.

						Other
		Pension Benefits				Postretirement Benefits
		Three Months Ended				Three Months Ended
		March 31,				March 31,
		2014		2013		2014		2013
Service cost		$	69	$	80	$	33	$	41
Interest cost			183		163		55		48
Expected return on assets			(241)		(253)		(38)		(33)
Amortization of:
	Prior service cost (benefit)		3		3		(4)		(4)
	Actuarial loss		105		140		8		20

Net periodic benefit cost		$	119	$	133	$	54	$	72

The amounts below represent Generation's, ComEd's, PECO's, BGE's and BSC's allocated portion of the pension and postretirement benefit plan costs, which were included in Capital expenditures and Operating and maintenance expense during the three months ended March 31, 2014 and 2013.

	Three Months Ended March 31,
Pension and Other Postretirement Benefit Costs		2014		2013
Generation	$	75	$	87
ComEd		56		77
PECO		12		11
BGE		16		13
BSC^(a)		14		17

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

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, management of the pension obligation and regulatory implications. Exelon expects 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 expects 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.

Unlike 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 regulator expectations and best assure continued rate recovery). 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. Management is evaluating funding options for the other postretirement benefit plans, including implications of the plan design changes discussed above, which may result in reductions to the expected contributions.

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.

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 the matching contributions to the savings plans during the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
Savings Plan Matching Contributions	2014		2013
Exelon	$	29	$	22
Generation		14		11
ComEd		7		5
PECO		2		2
BGE		3		2
BSC^(a)		3		2