Retirement Benefits (Exelon, Generation, ComEd, PECO and BGE)

As of December 31, 2014, Exelon sponsored defined benefit pension plans and other postretirement benefit plans for essentially all Generation, ComEd, PECO, BGE and BSC employees. The table below shows the pension and postretirement benefit plans in which each operating company participated at December 31, 2014.

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 adjusted for subsequent activity. Exelon assumed sponsorship of the CENG pension and other postretirement benefit plans in the third quarter of 2014 when the employees transferred to Exelon. CENG will fund the underfunded balances of the pension and other postretirement benefit plans measured at July 14, 2014 on an agreed payment schedule or upon the occurrence of certain specified events, such as EDF's disposition of a majority of its interest in CENG. Payments received from CENG related to the funded plans will be contributed to the appropriate benefit trusts.



	Operating Company
Name of Plan:	Generation	ComEd	PECO	BGE	BSC
Qualified Pension Plans:
Exelon Corporation Retirement Program^(a)	X	X	X	X	X
Exelon Corporation Cash Balance Pension Plan^(a)	X	X	X	X	X
Exelon Corporation Pension Plan for Bargaining Unit Employees^(a)	X	X			X
Exelon New England Union Employees Pension Plan^(a)	X
Exelon Employee Pension Plan for Clinton, TMI and Oyster Creek^(a)	X	X			X
Pension Plan of Constellation Energy Group, Inc.^(b)	X	X	X	X	X
Pension Plan of Constellation Energy Nuclear Group, LLC^(c)	X			X	X
Nine Mile Point Pension Plan^(c)	X				X
Constellation Mystic Power, LLC Union Employees Pension Plan Including Plan A and Plan B^(b)	X
Non-Qualified Pension Plans:
Exelon Corporation Supplemental Pension Benefit Plan and 2000 Excess Benefit Plan^(a)	X	X	X		X
Exelon Corporation Supplemental Management Retirement Plan^(a)	X	X	X	X	X
Constellation Energy Group, Inc. Senior Executive Supplemental Plan^(b)	X			X	X
Constellation Energy Group, Inc. Supplemental Pension Plan^(b)	X			X	X
Constellation Energy Group, Inc. Benefits Restoration Plan^(b)	X			X	X
Constellation Nuclear Plan, LLC Executive Retirement Plan^(c)	X				X
Constellation Energy Nuclear Plan, LLC Benefits Restoration Plan^(c)	X				X
Baltimore Gas & Electric Company Executive Benefit Plan^(b)	X			X	X
Baltimore Gas & Electric Company Manager Benefit Plan^(b)	X			X	X



	Operating Company
Name of Plan:	Generation	ComEd	PECO	BGE	BSC
Other Postretirement Benefit Plans:
PECO Energy Company Retiree Medical Plan^(a)	X	X	X	X	X
Exelon Corporation Health Care Program^(a)	X	X		X	X
Exelon Corporation Employees’ Life Insurance Plan^(a)	X	X	X	X	X
Constellation Energy Group, Inc. Retiree Medical Plan^(b)	X	X	X	X	X
Constellation Energy Group, Inc. Retiree Dental Plan^(b)	X			X	X
Constellation Energy Group, Inc. Employee Life Insurance Plan and Family Life Insurance Plan^(b)	X	X	X	X	X
Constellation Mystic Power, LLC Post-Employment Medical Account Savings Plan^(b)	X
Exelon New England Union Post-Employment Medical Savings Account Plan^(a)	X
Retiree Medical Plan of Constellation Energy Nuclear Group LLC^(c)	X			X	X
Retiree Dental Plan of Constellation Energy Nuclear Group LLC^(c)	X			X	X
Nine Mile Point Nuclear Station, LLC Medical Care and Prescription Drug Plan for Retired Employees^(c)	X				X

______________________


(a)	These plans are collectively referred to as the Legacy Exelon plans.


(b)	These plans are collectively referred to as the Legacy Constellation Energy Group (CEG) Plans.


(c)	These plans are collectively referred to as the Legacy CENG plans.

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.

Benefit Obligations, Plan Assets and Funded Status

Exelon recognizes the overfunded or underfunded status of defined benefit pension and OPEB 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 2014, Exelon received an updated valuation of its legacy 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 (AOCL) 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 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, AOCL 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 resulted in a decrease to Exelon's non-pension postretirement benefit obligations, regulatory assets, and AOCL of approximately $790 million, $240 million, and $259 million (after tax), respectively, and an increase in regulatory liabilities of approximately $125 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:



	Pension Benefits						Other Postretirement Benefits
	2014			2013			2014			2013
Change in benefit obligation:
Net benefit obligation at beginning of year	$	15,459		$	16,800		$	4,451		$	4,820
Service cost	293			317			117			162
Interest cost	749			650			186			194
Plan participants’ contributions	—			—			42			34
Actuarial loss (gain)	2,095			(1,363		)	502			(551		)
Plan amendments	—			1			(1,012		)	15
Acquisitions/divestitures^(a)	594			—			142			—
Curtailments	(8		)	—			—			—
Settlements	(30		)	(69		)	—			—
Gross benefits paid	(896		)	(877		)	(231		)	(223		)
Net benefit obligation at end of year	$	18,256		$	15,459		$	4,197		$	4,451



	Pension Benefits						Other Postretirement Benefits
	2014			2013			2014			2013
Change in plan assets:
Fair value of net plan assets at beginning of year	$	13,571		$	13,357		$	2,238		$	2,135
Actual return on plan assets	1,443			821			90			209
Employer contributions	332			339			291			83
Plan participants’ contributions	—			—			42			34
Benefits paid	(896		)	(877		)	(231		)	(223		)
Acquisitions/divestitures^(a)	454			—			—			—
Settlements	(30		)	(69		)	—			—
Fair value of net plan assets at end of year	$	14,874		$	13,571		$	2,430		$	2,238

_______________________


(a)	On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, Exelon became a sponsor of CENG’s pension and OPEB plans effective July 14, 2014. See Note 5 - Investment in Constellation Energy Nuclear Group, LLC for further information.

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



	Pension Benefits				Other Postretirement Benefits
	2014		2013		2014		2013
Other current liabilities	$	16	$	12	$	25	$	23
Pension obligations	3,366		1,876		—		—
Non-pension postretirement benefit obligations	—		—		1,742		2,190
Unfunded status (net benefit obligation less net plan assets)	$	3,382	$	1,888	$	1,767	$	2,213

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.



	PBO in excess of plan assets
	2014		2013
Projected benefit obligation	$	18,256	$	15,452
Fair value of net plan assets	14,874		13,564



	ABO in excess of plan assets
	2014		2013
Projected benefit obligation	$	18,256	$	15,452
Accumulated benefit obligation	17,191		14,552
Fair value of net plan assets	14,874		13,564

On a PBO basis, the plans were funded at 81% at December 31, 2014 compared to 88% at December 31, 2013. On an ABO basis, the plans were funded at 87% at December 31, 2014 compared to 93% at December 31, 2013. The ABO differs from the PBO in that the ABO includes no assumption about future compensation levels.

Components of Net Periodic Benefit Costs

The majority of 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%. Certain of the pension plans were remeasured as of October 31, 2014 using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 3.95%. Costs incurred during the year ended December 31, 2014 reflect the impact of this remeasurement. The majority of 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 December 31, 2014 reflect the impact of this remeasurement.

On July 14, 2014 Exelon became the sponsor of the pension and other postretirement plans formerly sponsored by CENG. The components of cost for the CENG plans are included in the table below for the period from April 1, 2014 to December 31, 2014, and reflect the valuation performed on April 1, 2014 upon consolidation of CENG. Refer to Note 5 — Investment in Constellation Energy Nuclear Group, LLC for further details on the consolidation of CENG. The 2014 pension benefit cost for these 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 majority of the 2014 other postretirement benefit cost for the CENG plans is calculated using a discount rate of 4.55%.

A portion of the net periodic benefit cost for all pension and OPEB plans are capitalized within each of the Registrant's Consolidated Balance Sheets. The following table presents the components of Exelon’s net periodic benefit costs, prior to any capitalization, for the years ended December 31, 2014, 2013 and 2012.



	Pension Benefits									Other Postretirement Benefits
	2014			2013			2012			2014			2013			2012
Components of net periodic benefit cost:
Service cost	$	293		$	317		$	280		$	117		$	162		$	156
Interest cost	749			650			698			186			194			205
Expected return on assets	(994		)	(1,015		)	(988		)	(154		)	(132		)	(115		)
Amortization of:
Transition obligation	—			—			—			—			—			11
Prior service cost (credit)	14			14			15			(122		)	(19		)	(17		)
Actuarial loss	420			562			450			50			83			81
Curtailment benefits	—			—			—			—			—			(7		)
Settlement charges	2			9			31			—			—			—
Contractual termination benefits ^(a)	—			—			14			—			—			6
Net periodic benefit cost	$	484		$	537		$	500		$	77		$	288		$	320

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(a)	ComEd and BGE established regulatory assets of $1 million and $4 million, respectively, for their portion of the contractual termination benefit charge in 2012.

Through Exelon’s postretirement benefit plans, the Registrants provide retirees with prescription drug coverage. The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (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 (Part D subsidy). 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 would no longer elect to take the direct Part D subsidy. This resulted in a $17 million increase in cost for the year ended December 31, 2012 related to the amortization of an actuarial loss. Beginning in 2013, eligible employees are offered an Employee Group Waiver Plan (EGWP), a standard Medicare Part D Plan, with a supplemental “wrap," which contains a wraparound prescription drug design that allows the company to provide benefits above those available under the EGWP.

Components of AOCI and Regulatory Assets

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, 2014, 2013 and 2012 for all plans combined.



	Pension Benefits									Other Postretirement Benefits
	2014			2013			2012			2014			2013			2012
Changes in plan assets and benefit obligations recognized in AOCI and regulatory assets (liabilities):
Current year actuarial (gain) loss	$	1,639		$	(1,169	)	$	1,693		$	561		$	(628	)	$	304
Amortization of actuarial loss	(420		)	(562		)	(450		)	(50		)	(83		)	(81		)
Current year prior service (credit) cost	—			—			1			(1,012		)	15			(109		)
Amortization of prior service (cost) credit	(14		)	(14		)	(15		)	122			19			17
Current year transition (asset) obligation	—			—			—			—			—			1
Amortization of transition asset (obligation)	—			—			—			—			—			(11		)
Curtailments	—			—			(10		)	—			—			(1		)
Settlements	(2		)	(8		)	(31		)	—			—			—
Total recognized in AOCI and regulatory assets (liabilities)^(a)	$	1,203		$	(1,753	)	$	1,188		$	(379	)	$	(677	)	$	120

______________________

(a)

Of the $1,203 million loss related to pension benefits, $788 million and $415 million were recognized in AOCI and regulatory assets, respectively, during 2014. Of the $379 million gain related to other postretirement benefits, $162 million and $217 million were recognized in AOCI and regulatory assets (liabilities), respectively, during 2014. 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.

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, 2014 and 2013, respectively, for all plans combined:



	Pension Benefits				Other Postretirement Benefits
	2014		2013		2014			2013
Prior service cost (credit)	$	49	$	62	$	(963	)	$	(73	)
Actuarial loss	7,407		6,192		985			474
Total ^(a)	$	7,456	$	6,254	$	22		$	401

_______________________

(a)

Of the $7,456 million related to pension benefits, $4,310 million and $3,146 million are included in AOCI and regulatory assets, respectively, at December 31, 2014. Of the $22 million related to other postretirement benefits, $22 million is included in regulatory assets (liabilities) at December 31, 2014. 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.

The following table provides the components of Exelon’s AOCI and regulatory assets at December 31, 2014 (included in the table above) that are expected to be amortized as components of periodic benefit cost in 2015. 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, 2015 and actual claims activity as of December 31, 2014. The valuation is expected to be completed in the first quarter of 2015 for the majority of the benefit plans.



	Pension Benefits		Other Postretirement Benefits
Prior service cost (credit)	$	13	$	(175	)
Actuarial loss	562		74
Total ^(a)	$	575	$	(101	)

___________________


(a)	Of the $575 million related to pension benefits at December 31, 2014, $329 million and $246 million are expected to be amortized from AOCI and regulatory assets in 2015, respectively. Of the $101 million related to other postretirement benefits at December 31, 2014, $(51) million and $(50) million are expected to be amortized from AOCI and regulatory assets (liabilities) in 2015, respectively.

Assumptions

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 EROA, 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 EROA, 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.

Mortality. For the December 31, 2014 actuarial valuation, Exelon changed its assumption of mortality to reflect more recent expectations of future improvements in life expectancy. The change was supported through completion of an experience study and supplemental analyses performed by its actuaries. The change in assumption resulted in increases of $361 million and $117 million in the pension and other postretirement benefits obligations, respectively.

The following assumptions were used to determine the benefit obligations for the plans at December 31, 2014, 2013 and 2012. Assumptions used to determine year-end benefit obligations are the assumptions used to estimate the subsequent year’s net periodic benefit costs.



	Pension Benefits									Other Postretirement Benefits
	2014			2013			2012			2014			2013			2012
Discount rate	3.94	%		4.80	%		3.92	%		3.92	%		4.90	%		4.00	%
Rate of compensation increase			^(a)			^(b)			^(c)			^(a)			^(b)			^(c)
Mortality table	RP-2000 table with Scale BB-2D improvements (adjusted)			RP-2000 table with Scale AA improvements			RP-2000 table with Scale AA improvements			RP-2000 table with Scale BB-2D improvements (adjusted)			RP-2000 table with Scale AA improvements			RP-2000 table with Scale AA improvements
Health care cost trend on covered charges	N/A			N/A			N/A			6.00% decreasing to ultimate trend of 5.00% in 2017			6.00% decreasing to ultimate trend of 5.00% in 2017			6.50% decreasing to ultimate trend of 5.00% in 2017

_____________________________


(a)	3.25% for 2015-2019 and 3.75% thereafter.


(b)	3.25% for 2014-2018 and 3.75% thereafter.


(c)	3.25% for 2013-2017 and 3.75% thereafter.

The following assumptions were used to determine the net periodic benefit costs for all the plans for the years ended December 31, 2014, 2013 and 2012:



	Pension Benefits									Other Postretirement Benefits
	2014			2013			2012			2014			2013			2012
Discount rate	4.80	%	^(a)	3.92	%	^(b)	4.74	%	^(c)	4.90	%	^(a)	4.00	%	^(b)	4.80	%	^(c)
Expected return on plan assets	7.00	%	^(d)	7.50	%	^(d)	7.50	%	^(d)	6.59	%	^(d)	6.45	%	^(d)	6.68	%	^(d)
Rate of compensation increase			^(e)			^(f)	3.75	%				^(e)			^(f)	3.75	%
Mortality table	RP-2000 table with Scale AA improvements			RP-2000 table with Scale AA improvements			RP-2000 table with Scale AA improvements			RP-2000 table with Scale AA improvements			RP-2000 table with Scale AA improvements			RP-2000 table with Scale AA improvements
Health care cost trend on covered charges	N/A			N/A			N/A			6.00% decreasing to ultimate trend of 5.00% in 2017			6.50% decreasing to ultimate trend of 5.00% in 2017			6.50% decreasing to ultimate trend of 5.00% in 2017

___________________________

(a)

The discount rates above represent the initial discount rates used to establish the majority of Exelon’s pension and other postretirement benefits costs for the year ended December 31, 2014. 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 year ended December 31, 2014 reflect the impact of this remeasurement. On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, Exelon became the sponsor of CENG’s legacy pension and OPEB plans effective July 14, 2014; discount rates for those plans, impacting 2014 costs, ranged from 3.60%-4.30% and 4.09%-4.55%, respectively. See Note 5 - Investment in Constellation Energy Nuclear Group, LLC for further information.

(b)

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 measurements.

(c)

The discount rates above represent the initial discounts rates used to establish Exelon’s pension and other postretirement benefits costs for the year ended December 31, 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.


(d)	Not applicable to pension and other postretirement benefit plans that do not have plan assets.


(e)	3.25% for 2014-2018 and 3.75% thereafter.


(f)	3.25% for 2013-2017 and 3.75% thereafter.

Assumed health care cost trend rates impact the costs reported for Exelon's other postretirement benefit plans for participants populations with plan designs that do not have a cap on cost growth. A one percentage point change in assumed health care cost trend rates would have the following effects:



Effect of a one percentage point increase in assumed health care cost trend:
on 2014 total service and interest cost components	$	35
on postretirement benefit obligation at December 31, 2014	162
Effect of a one percentage point decrease in assumed health care cost trend:
on 2014 total service and interest cost components	(24		)
on postretirement benefit obligation at December 31, 2014	(113		)

Health Care Reform Legislation

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 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.

Contributions

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



	Pension Benefits						Other Postretirement Benefits
	2014^(c)		2013		2012		2014		2013		2012 ^(a)
Generation	$	173	$	119	$	48	$	124	$	30	$	135
ComEd	122		118		25		125		4		119
PECO	11		11		13		5		20		33
BGE ^(b)	—		—		—		17		24		12
BSC^(d)	26		91		63		20		5		24
Exelon	$	332	$	339	$	149	$	291	$	83	$	323

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(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. Effective January 1, 2013, Exelon is no longer receiving this subsidy.


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


(c)	Exelon's and Generation's pension contributions include $43 million related to the legacy CENG plans that was funded by CENG as provided in an Employee Matters Agreement (EMA) between Exelon and CENG.


(d)	Includes $9 million, $72 million, and $13 million of pension contributions funded by Exelon Corporate, for the years ended December 31, 2014, 2013, and 2012, 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, until the plan is fully funded on an ABO basis, the projected contribution reflects a funding strategy of contributing $250 million. This level funding strategy helps minimize volatility of future period required pension contributions.

Exelon plans to contribute $447 million to its qualified pension plans in 2015, of which Generation, ComEd, PECO, and BGE will contribute $230 million, $138 million, $40 million, and $1 million, respectively. Exelon's and Generation's expected qualified pension plan contributions above include $36 million related to the legacy CENG plans that will be funded by CENG as provided in an EMA between Exelon and CENG.

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 $15 million in 2015, of which Generation, ComEd, PECO, and BGE will make payments of $6 million, $1 million, $1 million and $1 million, respectively.

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 2015, 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 $37 million in 2015, of which Generation, ComEd, PECO, and BGE expect to contribute $17 million, $2 million, $0 million, and $17 million, respectively.

Estimated Future Benefit Payments

Estimated future benefit payments to participants in all of the pension plans and postretirement benefit plans at December 31, 2014 were:



	Pension Benefits		Other Postretirement Benefits
2015	$	1,064	$	217
2016	962		223
2017	979		230
2018	1,004		236
2019	1,032		247
2020 through 2024	5,825		1,373
Total estimated future benefit payments through 2024	$	10,866	$	2,526

Allocation to Exelon Subsidiaries

Generation, ComEd, PECO, and BGE account for their participation in Exelon’s pension and other postretirement benefit plans by applying multi-employer 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. The obligation for Generation, ComEd and PECO reflects the initial allocation and the cumulative costs incurred and contributions made since January 1, 2001. Historically, Exelon has allocated 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. Pension and postretirement benefit contributions were allocated to legacy Exelon subsidiaries in proportion to active service costs recognized and total costs recognized, respectively. Beginning in 2015, Exelon is allocating costs related to its legacy Exelon pension and postretirement benefit plans to its subsidiaries based on both active and retired employee participation and contributions are being allocated based on accounting cost. The impact of this allocation methodology change is not material to any Registrant. For legacy CEG and legacy CENG plans, components of pension and other postretirement benefit costs and contributions have been, and will continue to be, 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, 2014, 2013 and 2012, 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:



For the Year Ended December 31,	Generation		ComEd		PECO		BSC ^(a)		BGE ^(b)(c)		Exelon
2014	$	250	$	162	$	36	$	46	$	67	561
2013	347		309		43		71		55		825
2012	341		282		50		99		60		820

_____________________


(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. As of December 31, 2012, ComEd and BGE each reported a regulatory asset of $1 million related to their BSC-billed portion of the second quarter 2012 contractual termination benefit charge.


(b)	The amounts included in capital and Operating and maintenance expense for the years ended December 31, 2012 include $12 million in costs incurred prior to the closing of the Constellation merger on March 12, 2012. These amounts are not included in Exelon’s capital expenditures and Operating and maintenance expense for the year ended December 31, 2012.


(c)	BGE’s pension and other postretirement benefit costs for the year ended December 31, 2012 include a $3 million contractual termination benefit charge, which was recorded as a regulatory asset as of December 31, 2012.

Plan Assets

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 6.46% to estimate its 2015 pension and other postretirement benefit costs, respectively.

Exelon’s pension and other postretirement benefit plan target asset allocations and December 31, 2014 and 2013 asset allocations were as follows:

Pension Plans



			Percentage of Plan Assets at December 31,
Asset Category	Target Allocation		2014		2013
Equity securities	32	%	33	%	35	%
Fixed income securities	37	%	37		37
Alternative investments ^(a)	31	%	30		28
Total			100	%	100	%

Other Postretirement Benefit Plans



			Percentage of Plan Assets at December 31,
Asset Category	Target Allocation		2014		2013
Equity securities	41	%	42	%	45	%
Fixed income securities	34	%	34		37
Alternative investments ^(a)	25	%	24		18
Total			100	%	100	%

___________________


(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, 2014. 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, 2014, there were no significant concentrations (defined as greater than 10% of plan assets) of risk in Exelon’s pension and other postretirement benefit plan assets.

Fair Value Measurements

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, 2014 and 2013:



At December 31, 2014 ^(a)	Level 1		Level 2			Level 3		Total
Pension plan assets
Cash equivalents	$	1	$	—		$	—	$	1
Equities:
Domestic	1,556		1,133			2		2,691
Foreign	1,705		316			—		2,021
Equities subtotal	3,261		1,449			2		4,712
Fixed income:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	1,051		88			—		1,139
Debt securities issued by states of the United States and by political subdivisions of the states	—		80			—		80
Corporate debt securities	—		3,125			120		3,245
Other	—		942			152		1,094
Derivative instruments ^(b):
Assets	—		4			—		4
Liabilities	—		(16		)	—		(16		)
Fixed income subtotal	1,051		4,223			272		5,546
Private equity	—		—			904		904
Hedge funds	—		1,355			1,329		2,684
Real estate	243		—			744		987
Pension plan assets subtotal	4,556		7,027			3,251		14,834



At December 31, 2014 ^(a)	Level 1		Level 2		Level 3		Total
Other postretirement benefit plan assets
Cash equivalents	11		—		—		11
Equities:
Domestic	296		378		—		674
Foreign	184		147		—		331
Equities subtotal	480		525		—		1,005
Fixed income:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	15		59		—		74
Debt securities issued by states of the United States and by political subdivisions of the states	—		197		—		197
Corporate debt securities	—		42		—		42
Other	253		272		—		525
Fixed income subtotal	268		570		—		838
Hedge funds	—		339		110		449
Real estate	8		—		116		124
Other postretirement benefit plan assets subtotal	767		1,434		226		2,427
Total pension and other postretirement benefit plan assets ^(c)	$	5,323	$	8,461	$	3,477	$	17,261



At December 31, 2013 ^(a)	Level 1		Level 2			Level 3		Total
Pension plan assets
Equities:
Domestic	$	1,587	$	865		$	2	$	2,454
Foreign	1,773		302			—		2,075
Equities subtotal	3,360		1,167			2		4,529
Fixed income:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	908		99			—		1,007
Debt securities issued by states of the United States and by political subdivisions of the states	—		88			—		88
Foreign debt securities	—		205			—		205
Corporate debt securities	—		2,927			41		2,968
Other	5		899			—		904
Derivative instruments ^(b):
Assets	—		7			—		7
Liabilities	—		(134		)	—		(134		)
Fixed income subtotal	913		4,091			41		5,045
Private equity	—		—			806		806
Hedge funds	—		1,266			1,039		2,305
Real estate	264		2			582		848
Pension plan assets subtotal	4,537		6,526			2,470		13,533



At December 31, 2013 ^(a)	Level 1		Level 2		Level 3		Total
Other postretirement benefit plan assets
Cash equivalents	51		—		—		51
Equities:
Domestic	296		345		—		641
Foreign	154		170		—		324
Equities subtotal	450		515		—		965
Fixed income:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	17		46		—		63
Debt securities issued by states of the United States and by political subdivisions of the states	—		149		—		149
Foreign debt securities	—		2		—		2
Corporate debt securities	—		50		—		50
Other	305		225		—		530
Fixed income subtotal	322		472		—		794
Private equity	—		—		2		2
Hedge funds	—		295		4		299
Real estate	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

__________________________


(a)	See Note 11—Fair Value of Financial Assets and Liabilities for a description of levels within the fair value hierarchy.


(b)	Derivative instruments have a total notional amount of $1,491 million and $2,651 million at December 31, 2014 and 2013, respectively. The notional principal amounts for these instruments provide one measure of the transaction volume outstanding as of the fiscal years ended and do not represent the amount of the company’s exposure to credit or market loss.


(c)	Excludes net assets of $42 million and $43 million at December 31, 2014 and 2013, respectively, which are required to reconcile to the fair value of net plan assets. These items consist primarily of receivables related to pending securities sales, interest and dividends receivable, and payables related to pending securities purchases.

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, 2014 and 2013:



	Hedge funds			Private equity			Real estate			Fixed income			Equities		Total
Pension Assets
Balance as of January 1, 2014	$	1,039		$	806		$	582		$	41		$	2	$	2,470
Actual return on plan assets:
Relating to assets still held at the reporting date	77			112			83			7			—		279
Relating to assets sold during the period	3			—			—			—			—		3
Purchases, sales and settlements:
Purchases	311			173			136			227			—		847
Sales	(38		)	—			(19		)	(3		)	—		(60		)
Settlements^(a)	(33		)	(203		)	(65		)	—			—		(301		)
Transfers into (out of) Level 3 ^(b)(c)	(30		)	16			27			—			—		13
Balance as of December 31, 2014	$	1,329		$	904		$	744		$	272		$	2	$	3,251
Other Postretirement Benefits
Balance as of January 1, 2014	$	4		$	2		$	109		$	—		$	—	$	115
Actual return on plan assets:
Relating to assets still held at the reporting date	1			—			13			—			—		14
Purchases, sales and settlements:
Purchases	109			1			1			—			—		111
Sales	(4		)	(2		)	(7		)	—			—		(13		)
Settlements^(a)	—			(1		)	—			—			—		(1		)
Balance as of December 31, 2014	$	110		$	—		$	116		$	—		$	—	$	226



	Hedge funds			Private equity			Real estate			Fixed income		Equities		Total
Pension Assets
Balance as of January 1, 2013	$	1,235		$	754		$	426		$	—	$	—	$	2,415
Actual return on plan assets:
Relating to assets still held at the reporting date	143			86			63			—		—		292
Relating to assets sold during the period	3			—			(4		)	—		—		(1		)
Purchases, sales and settlements:
Purchases	360			123			226			41		2		752
Sales	(76		)	—			(91		)	—		—		(167		)
Settlements^(a)	(3		)	(157		)	(38		)	—		—		(198		)
Transfers into (out of) Level 3^(c)	(623		)	—			—			—		—		(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		$	—	$	—	$	108
Actual return on plan assets:
Relating to assets still held at the reporting date	1			—			11			—		—		12
Purchases, sales and settlements:
Purchases	—			1			3			—		—		4
Sales	(1		)	—			—			—		—		(1		)
Settlements ^(a)	(4		)	—			—			—		—		(4		)
Transfers into (out of) Level 3 ^(c)	(4		)	—			—			—		—		(4		)
Balance as of December 31, 2013	$	4		$	2		$	109		$	—	$	—	$	115

________________________


(a)	Represents cash settlements only.


(b)	In connection with the Employee Matters Agreement between EDF and Exelon, Exelon assumed the pension plan assets of Nine Mile Point Nuclear Station, LLC and Constellation Energy Nuclear Group, LLC resulting in transfers into Level 3 of $56 million.

(c)

As of January 1, 2014 and January 1, 2013, hedge fund investments that contained redemption restrictions limiting Exelon’s ability to redeem the investments within a reasonable period of time were classified as Level 3 investments. As of December 31, 2014 and December 31, 2013, restrictions for certain investments no longer applied, therefore allowing redemption within a reasonable period of time from the measurement date at NAV. As such, these hedge fund investments are reflected as transfers out of Level 3 to Level 2 of $43 million and $627 million in 2014 and 2013 respectively.

There were no transfers between Level 1 and Level 2 during the twelve months ended December 31, 2014 for the pension and other postretirement benefit plan assets.

Valuation Techniques Used to Determine Fair Value

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.

Equities. Equities consist of individually held equity securities, equity mutual funds and equity commingled funds in domestic and foreign markets. With respect to individually held equity 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, including rights and warrants, 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 the plans’ 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 NAV 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 remaining fixed income securities, including certain other fixed income investments, 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

Other fixed income investments primarily consist of fixed income commingled funds, mutual funds, and short-term investment funds, which 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 NAV per fund share, derived from the quoted prices in active markets of the underlying securities. These funds have been categorized as Level 2. Certain fixed income commingled funds are valued using the NAV per fund share, which is based on the valuation of the underlying investments and include significant unobservable inputs. These funds have been categorized as Level 3.

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.

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 NAV 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.

As of December 31, 2014, Exelon has outstanding commitments to invest in private equity and real estate investments of approximately $825 million. These commitments will be funded by Exelon’s existing pension and other postretirement benefit trusts.

Defined Contribution Savings Plan (Exelon, Generation, ComEd, PECO and BGE)

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 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 matching contributions to the savings plan for the years ended December 31, 2014, 2013 and 2012:



For the Year Ended December 31,	Exelon		Generation		ComEd		PECO		BGE ^(a)		BSC ^(b)
2014	$	103	$	51	$	26	$	8	$	8	$	10
2013	85		40		22		8		8		7
2012	67		30		19		7		7		5

_________________________


(a)	BGE’s matching contributions for the year ended December 31, 2012 include $1 million incurred prior to the closing of the Constellation merger on March 12, 2012. These costs are not included in Exelon’s matching contributions for the year ended December 31, 2012.


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