Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2014

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense recognized by the Companies in the years ended December 31, 2014, 2013 and 2012:

	Con Edison						CECONY
(Millions of Dollars)	2014		2013		2012		2014		2013		2012
Performance-based restricted stock	$	22	$	20	$	14	$	19	$	18	$	13
Time-based restricted stock		2		2		1		2		2		1
Non-employee director deferred stock compensation		2		2		1		2		2		1
Stock purchase plan		3		3		3		3		3		3
Total	$	29	$	27	$	19	$	26	$	25	$	18
Income tax benefit	$	12	$	11	$	8	$	10	$	10	$	7

Summary of Status of Stock Options

A summary of changes in the status of stock options as of December 31, 2014 is as follows:

	Con Edison								CECONY
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding at 12/31/13		481,310		$	43.38		381,010		$	43.34
Exercised		(251,460	)		43.75		(189,660	)		43.68
Forfeited		-			-		-			-
Outstanding at 12/31/14		229,850		$	42.99		191,350		$	43.00

Note: The weighted average remaining contractual life is one year for all outstanding options as of 12/31/14.

Summary of Stock Options

The following table summarizes information about stock options for the years ended December 31, 2014 and 2013:

	Con Edison				CECONY
(Millions of Dollars)	2014		2013		2014		2013
Aggregate intrinsic value*
Options outstanding	$	5	$	6	$	4	$	5
Options exercised		4		2		3		2
Cash received by Con Edison for payment of exercise price		11		5		8		4

* Aggregate intrinsic value represents the changes in the fair value of all outstanding options from their grant dates to December 31 of the years presented above.

Assumptions Used to Calculate Fair Value

The following table illustrates the assumptions used to calculate the fair value of the awards:

	2014		2013		2012
Risk-free interest rate(a)		0.23% - 3.07%		0.13% - 5.17%		0.15% - 3.39%
Expected term(b)		3 years		3 years		3 years
Expected share price volatility(c)		13.14%		13.52%		15.27%

(a) The risk-free rate is based on the U.S. Treasury zero-coupon yield curve on the date of grant.

(b) The expected term of the Performance RSUs equals the vesting period. The Companies do not expect significant forfeitures to occur.

(c) The expected volatility is calculated using daily closing stock prices over a period of three years, which approximates the expected term of the awards.

Summary of Changes in Status of Time-Based Awards

A summary of changes in the status of time-based awards during the year ended December 31, 2014 is as follows:

	Con Edison					CECONY
	Units			Weighted Average Grant Date Fair Value		Units			Weighted Average Grant Date Fair Value
Non-vested at 12/31/13		66,580		$	56.92		63,030		$	56.93
Granted		22,990			53.65		21,790			53.65
Vested		(20,900	)		50.74		(19,800	)		50.75
Forfeited		(3,247	)		58.06		(2,847	)		58.27
Non-vested at 12/31/14		65,423		$	57.65		62,173		$	57.64

Tsr and non-tsr portions.

Summary of Changes in Status of Performance RSUs'

A summary of changes in the status of the Performance RSUs’ TSR and non-TSR portions during the year ended December 31, 2014 is as follows:

	Con Edison							CECONY
	Units			Weighted Average Grant Date Fair Value(a)				Units			Weighted Average Grant Date Fair Value(a)
				TSR Portion(b)		Non-TSR Portion(c)					TSR Portion(b)		Non-TSR Portion(c)
Non-vested at 12/31/13		1,121,598		$	49.32	$	55.31		897,052		$	49.38	$	55.42
Granted		428,310			25.34		53.65		342,001			25.86		53.71
Vested		(411,704	)		43.84		50.05		(323,483	)		43.93		50.08
Forfeited		(37,597	)		40.90		55.97		(35,047	)		40.84		55.95
Non-vested at 12/31/14		1,100,607		$	42.33	$	56.61		880,523		$	42.58	$	56.70

(a) The TSR and non-TSR Portions each account for 50 percent of the awards’ value.

(b) Fair value is determined using the Monte Carlo simulation described above. Weighted average grant date fair value does not reflect any accrual or payment of dividends prior to vesting.

(c) Fair value is determined using the market price of one share of Con Edison common stock on the grant date. The market price has not been discounted to reflect that dividends do not accrue and are not payable on Performance RSUs until vesting.