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

On April 1, 2014, as a result of the consolidation of CENG into Generation, the obligations associated with CENG's pension and other postretirement plans are reflected in the disclosures below based on an April 1, 2014 valuation. The plans include essentially all employees at CENG. Exelon will assume sponsorship of the CENG pension and other postretirement benefit plans in the third quarter of 2014.

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 $12 million (after tax), regulatory assets increased by approximately $34 million, and regulatory liabilities increased by approximately $5 million. During the second quarter of 2014, Exelon received an updated valuation for the remainder 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 $13 million and an increase to the other postretirement benefit obligation of $3 million. Additionally, accumulated other comprehensive loss increased by approximately $1 million (after tax) and regulatory assets increased by approximately $15 million.

In April 2014, Exelon announced plan design changes for certain other postretirement benefit plans, which required an interim remeasurement of the benefit obligation for those plans using assumptions as of April 30, 2014, including updated discount rates and asset values. The remeasurement is expected to result in a decrease in the net periodic benefit costs for other postretirement benefits of approximately $149 million for the period May 2014 through December 2014 as compared to the net periodic benefit costs that were anticipated based on the January 1, 2014 valuation. The remeasurement resulted in a decrease in Exelon's non-pension postretirement benefit obligations, regulatory assets, and accumulated other compressive loss of approximately $790 million, $240 million, and $259 million (after tax), respectively, and an increase in regulatory liabilities of approximately $125 million.

The following tables present the components of Exelon's net periodic benefit costs for the three and six months ended June 30, 2014 and 2013. The 2014 pension benefit cost for Exelon-sponsored plans is calculated using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 4.80%. 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 of the other postretirement benefit plans were remeasured as of April 30, 2014 using an expected long-term rate of return on plan assets of 6.59% and a discount rate of 4.30%. Costs for the three and six months ended June 30, 2014 reflect the impact of this remeasurement. A portion of the net periodic benefit cost is capitalized within the Consolidated Balance Sheets.

		Pension Benefits				Other Postretirement Benefits
		Three Months Ended				Three Months Ended
		June 30,				June 30,
		2014(a)		2013		2014(a)		2013
Service cost		$	69	$	79	$	29	$	40
Interest cost			184		163		45		49
Expected return on assets			(242)		(254)		(38)		(33)
Amortization of:
	Prior service cost (benefit)		4		4		(30)		(6)
	Actuarial loss		104		141		12		21

Net periodic benefit cost		$	119	$	133	$	18	$	71

		Pension Benefits				Other Postretirement Benefits
		Six Months Ended				Six Months Ended
		June 30,				June 30,
		2014(a)		2013		2014(a)		2013
Service cost		$	138	$	159	$	61	$	81
Interest cost			367		326		101		97
Expected return on assets			(483)		(508)		(76)		(66)
Amortization of:
	Prior service cost (benefit)		7		7		(34)		(10)
	Actuarial loss		209		281		20		42

Net periodic benefit cost		$	238	$	265	$	72	$	144

The following tables present the components of net periodic benefit costs for the CENG-sponsored benefit plans for the period April 1, 2014 to June 30, 2014 and reflect the valuation performed as of April 1, 2014. The 2014 pension benefit cost for CENG sponsored plans is calculated using an expected long-term rate of return on plan assets of 7.75% and discount rates ranging from 3.60% - 4.30%. The 2014 other postretirement benefit cost is calculated using a discount rate of 4.55% for all plans.

	Pension Benefits		Other Postretirement Benefits
Service cost	$	5	$	1
Interest cost		6		2
Expected return on assets		(9)		0

Net periodic benefit cost	$	2	$	3

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 and six months ended June 30, 2014 and 2013.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
Pension and Other Postretirement Benefit Costs	2014		2013		2014		2013
Generation(a)	$	63	$	87	$	139	$	173
ComEd		40		77		96		154
PECO		9		10		21		21
BGE		17		14		33		27
BSC(b)		13		16		26		34

(a) Includes $5 million related to CENG for the period April 1, 2014 to June 30, 2014.

(b) 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 make qualified pension plan contributions of $317 million to its qualified pension plans in 2014, of which Generation, ComEd, PECO and BGE will contribute $169 million, $119 million, $11 million and $0 million, respectively. Exelon's and Generation's expected qualified pension plan contributions above include $53 million and $51 million, respectively, related to CENG-sponsored plans for the period April 1, 2014 to December 31, 2014. 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 $18 million in 2014, of which Generation, ComEd, PECO and BGE will make payments of $9 million, $1 million, $0 million and $1 million, respectively. Exelon's and Generation's expected non-qualified pension plan benefit payments above include $3 million related to CENG-sponsored plans for the period April 1, to December 31, 2014.

Unlike qualified pension plans, other postretirement benefit plans are not subject to statutory minimum contribution requirements and certain plans are not funded. Exelon's management has historically considered several factors in determining the level of contributions to its funded 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 and considering the impact of recent plan design changes, of approximately $290 million in 2014, of which Generation, ComEd, PECO and BGE expect to contribute $128 million, $121 million, $4 million and $18 million, respectively. Exelon's and Generation's expected other postretirement benefit plan payments above include $5 million related to CENG-sponsored plans for the period April 1, 2014 to December 31, 2014.

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.

CENG's investment strategy for its qualified pension assets is generally consistent with Exelon's investment strategy as outlined above.

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 and six months ended June 30, 2014 and 2013:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
Savings Plan Matching Contributions	2014		2013		2014		2013
Exelon(a)	$	19	$	21	$	48	$	43
Generation(a)		10		10		24		21
ComEd		5		5		12		10
PECO		2		2		4		4
BGE		1		2		4		4
BSC(b)		1		2		4		4