Retirement Benefits (All Registrants)

Exelon sponsors defined benefit pension plans and other postretirement benefit plans for essentially all employees. Effective March 23, 2016, Exelon became the sponsor of all of PHI's defined benefit pension and other postretirement benefit plans, and assumed PHI's benefit plan obligations and related assets. As a result, PHI's benefit plan net obligation and related regulatory assets were transferred to Exelon.

During the first quarter of 2017, in connection with the acquisition of Fitzpatrick, Exelon established a new qualified pension plan and a new OPEB plan, and recorded a provisional obligation for Fitzpatrick employees based on information available at the merger date of $38 million and $11 million, respectively. As permitted by business combinations accounting guidance, during the third quarter of 2017, Exelon updated those obligations based on a final valuation for Fitzpatrick employees as of the merger date of March 31, 2017. The updated obligations for pension and OPEB were $16 million and $17 million, respectively. Refer to Note 4 - Mergers, Acquisitions and Dispositions for additional discussion of the acquisition of FitzPatrick.

Defined Benefit Pension and Other Postretirement Benefits

During the first quarter of 2017, Exelon received an updated valuation of its pension and other postretirement benefit obligations to reflect actual census data as of January 1, 2017. This valuation resulted in an increase to the pension obligation of $92 million and an increase to the other postretirement benefit obligation of $57 million. Additionally, accumulated other comprehensive loss increased by approximately $59 million (after tax), regulatory assets increased by approximately $57 million and regulatory liabilities increased by approximately $4 million.

The majority of the 2017 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 4.04%. The majority of the 2017 other postretirement benefit cost is calculated using an expected long-term rate of return on plan assets of 6.58% for funded plans and a discount rate of 4.04%.

A portion of the net periodic benefit cost for all plans is capitalized within the Consolidated Balance Sheets. The following tables present the components of Exelon's net periodic benefit costs, prior to capitalization, for the three and nine months ended September 30, 2017 and 2016 and PHI's net periodic benefit costs, prior to capitalization, for the predecessor period of January 1, 2016 to March 23, 2016.



	Pension Benefits Three Months Ended September 30,						Other Postretirement Benefits Three Months Ended September 30,
	2017^(a)			2016^(b)			2017^(a)			2016^(b)
Components of net periodic benefit cost:
Service cost	$	98		$	92		$	26		$	27
Interest cost	211			215			45			47
Expected return on assets	(300		)	(293		)	(39		)	(42		)
Amortization of:
Prior service (benefit) cost	(1		)	3			(47		)	(48		)
Actuarial loss	152			142			15			18
Settlement charges	1			—			—			—
Net periodic benefit cost	$	161		$	159		$	—		$	2



	Pension Benefits Nine Months Ended September 30,						Other Postretirement Benefits Nine Months Ended September 30,
	2017^(a)			2016^(b)			2017^(a)			2016^(b)
Components of net periodic benefit cost:
Service cost	$	290		$	262		$	79		$	80
Interest cost	632			616			136			138
Expected return on assets	(898		)	(847		)	(121		)	(121		)
Amortization of:
Prior service cost (benefit)	—			10			(140		)	(138		)
Actuarial loss	455			411			46			47
Settlement charges	3			—			—			—
Net periodic benefit cost	$	482		$	452		$	—		$	6

_________


(a)	FitzPatrick net benefit costs are included for the period after acquisition.


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



	Predecessor
	PHI
	Pension Benefits			Other Postretirement Benefits
	January 1, 2016 to March 23, 2016			January 1, 2016 to March 23, 2016
Components of net periodic benefit cost:
Service cost	$	12		$	1
Interest cost	26			6
Expected return on assets	(30		)	(5		)
Amortization of:
Prior service cost (benefit)	—			(3		)
Actuarial loss	14			2
Net periodic benefit cost	$	22		$	1

The amounts below represent Exelon's, Generation's, ComEd's, PECO's, BGE's, PHI's, Pepco's, DPL's, ACE's, BSC's and PHISCO's allocated portion of the pension and postretirement benefit plan costs, which were included in Property, plant and equipment within the respective Consolidated Balance Sheets and Operating and maintenance expense within the Consolidated Statement of Operations and Comprehensive Income during the three and nine months ended September 30, 2017 and 2016 and PHI's for the predecessor and successor periods of January 1, 2016 to March 23, 2016 and March 24, 2016 to September 30, 2016, respectively.



	Three Months Ended September 30,				Nine Months Ended September 30,
Pension and Other Postretirement Benefit Costs	2017		2016		2017		2016
Exelon	$	161	$	161	$	482	$	458
Generation^(a)	57		54		170		163
ComEd	44		41		131		124
PECO	7		8		21		25
BGE	16		17		48		51
BSC^(b)	13		13		40		37
Pepco^(c)	6		8		19		24
DPL^(c)	3		4		10		13
ACE^(c)	3		4		10		11
PHISCO^(c)(d)	12		12		33		33



	Successor								Predecessor
Pension and Other Postretirement Benefit Costs	Three Months Ended September 30, 2017		Three Months Ended September 30, 2016		Nine Months Ended September 30, 2017		March 24, 2016 to September 30, 2016		January 1, 2016 to March 23, 2016
PHI	$	24	$	28	$	72	$	58	$	23

_________


(a)	FitzPatrick net benefit costs are included for the period after acquisition.


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


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


(d)	These amounts represent amounts billed to Pepco, DPL, and ACE through intercompany allocations. These amounts are not included in Pepco, DPL, or ACE amounts above.

Defined Contribution Savings Plans

The Registrants participate in various 401(k) defined contribution savings plans that are sponsored by Exelon. The plans are qualified under applicable sections of the IRC and allow employees to contribute a portion of their pre-tax and/or after-tax income in accordance with specified guidelines. All Registrants match a percentage of the employee contributions up to certain limits. The following table presents the matching contributions to the savings plans during the three and nine months ended September 30, 2017 and 2016 and PHI's for the predecessor and successor periods of January 1, 2016 to March 23, 2016 and March 24, 2016 to September 30, 2016, respectively.



	Three Months Ended September 30,				Nine Months Ended September 30,
Savings Plan Matching Contributions	2017		2016		2017		2016
Exelon	$	34	$	51	$	97	$	107
Generation	14		31		42		56
ComEd	9		10		24		23
PECO	3		3		7		7
BGE	3		2		7		5
BSC^(a)	2		2		7		9
Pepco^(b)	1		—		3		2
DPL^(b)	1		1		2		2
ACE	—		—		1		1
PHISCO^(b)(c)	1		2		4		5



	Successor								Predecessor
Savings Plan Matching Contributions	Three Months Ended September 30, 2017		Three Months Ended September 30, 2016		Nine Months Ended September 30, 2017		March 24, 2016 to September 30, 2016		January 1, 2016 to March 23, 2016
PHI	$	3	$	3	$	10	$	7	$	3

_________


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


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


(c)	These amounts represent amounts billed to Pepco, DPL, and ACE through intercompany allocations. These amounts are not included in Pepco, DPL, or ACE amounts above.