Stock-Based Compensation, Dividend Restrictions, And Calculations Of Earnings Per Share Of Common Stock (Tables)

12 Months Ended

Dec. 31, 2012


	Number of Shares			Total Number of Shares			Weighted Average Grant Date Fair Value
Balance at January 1, 2012
Time-based restricted stock		241,689					$	16.74
Time-based restricted stock units		170,531						18.87
Performance-based restricted stock units		765,139						19.28

Total					1,177,359

Granted during 2012
Unrestricted stock award		5,305						18.85
Time-based restricted stock units		342,673						19.69
Performance-based restricted stock units		412,503						21.13

Total					760,481

Vested during 2012
Unrestricted stock award		(5,305	)					18.85
Time-based restricted stock		(107,054	)					16.96
Time-based restricted stock units		—						—
Performance-based restricted stock units		(145,246	)					17.02

Total					(257,605	)

Forfeited during 2012
Time-based restricted stock		(28	)					17.72
Time-based restricted stock units		—						—
Performance-based restricted stock units		—						—

Total					(28	)

Balance at December 31, 2012
Time-based restricted stock		134,607						16.56
Time-based restricted stock units		513,204						19.42
Performance-based restricted stock units		1,032,396						20.34

Total					1,680,207


	2012		2011		2010
Weighted average grant-date fair value of each award of time-based restricted stock and unrestricted stock awards granted during the year	$	18.85	$	—	$	16.55

Weighted average grant-date fair value of each time-based restricted stock unit granted during the year	$	19.69	$	18.87	$	—

Weighted average grant-date fair value of each performance-based restricted stock unit granted during the year	$	21.13	$	19.56	$	20.11


	For the Years Ended December 31 ,
	2012		2011			2010
	*(millions of dollars, except per share data)*
Income (Numerator):

Net income from continuing operations	$	285	$	260		$	139
Net loss from discontinued operations		—		(3	)		(107	)

Net income	$	285	$	257		$	32

Shares (Denominator) (in millions):
Weighted average shares outstanding for basic computation:
Average shares outstanding		229		226			224
Adjustment to shares outstanding		—		—			—

Weighted Average Shares Outstanding for Computation of Basic Earnings Per Share of Common Stock		229		226			224
Net effect of potentially dilutive shares (a)		1		—			—

Weighted Average Shares Outstanding for Computation of Diluted Earnings Per Share of Common Stock		230		226			224

Basic earnings per share of common stock from continuing operations	$	1.25	$	1.15		$	0.62
Basic loss per share of common stock from discontinued operations		—		(0.01	)		(0.48	)

Basic earnings per share	$	1.25	$	1.14		$	0.14

Diluted earnings per share of common stock from continuing operations	$	1.24	$	1.15		$	0.62
Diluted loss per share of common stock from discontinued operations		—		(0.01	)		(0.48	)

Diluted earnings per share	$	1.24	$	1.14		$	0.14

(a)	The number of options to purchase shares of common stock that were excluded from the calculation of diluted earnings per share as they are considered to be anti-dilutive were zero, 14,900 and 280,266 for the years ended December 31, 2012, 2011 and 2010, respectively.


Name of Plan	Number of Shares (a)
DRP		1,786,871
Conectiv Incentive Compensation Plan (b)		1,093,701
Potomac Electric Power Company Long-Term Incentive Plan (b)		298,543
Pepco Holdings Long-Term Incentive Plan (b)		7,665,981
Pepco Holdings 2012 Long-Term Incentive Plan		8,000,000
Pepco Holdings Non-Management Directors Compensation Plan		457,211
Pepco Holdings Retirement Savings Plan		604,075

Total		19,906,382

(a)	Excludes up to 31 million shares authorized by the Board of Directors on February 23, 2012 for potential issuance pursuant to the terms of the equity forward transaction.

(b)	No further awards will be made under this plan.