		Three Months Ended				Six Months Ended
		June 30,				June 30,

Components of Stock-Based Compensation Expense		2014		2013		2014		2013

Performance share awards		$	12	$	5	$	41	$	32
Stock options			1		2		3		13
Restricted stock units			13		12		49		41
Other stock-based awards			1		1		4		3

Total stock-based compensation expense included in
	operating and maintenance expense		27		20		97		89

Income tax benefit			(10)		(8)		(37)		(34)

Total after-tax stock-based compensation expense		$	17	$	12	$	60	$	55

	Three Months Ended				Six Months Ended
	June 30,				June 30,

Subsidiaries	2014		2013		2014		2013

Generation	$	10	$	9	$	38	$	33
ComEd		3		2		7		9
PECO		1		1		4		4
BGE (a)		1		1		5		4
BSC (b)		12		7		43		39

Total (c)	$	27	$	20	$	97	$	89

(a) BGE's stock-based compensation expense (pre-tax) for the six months ended June 30, 2013 excludes $2 million of cost incurred in 2012 prior to the closing of Exelon's merger with Constellation on March 12, 2012. This amount is not included in Exelon's stock-based compensation expense for the six months ended June 30, 2013 shown in the tables titled Components of Stock-Based Compensation Expense and Subsidiaries above.

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

(c) The stock-based compensation expense (pre-tax) for the three and six months ended June 30, 2014 reflects the impact of changes to the retirement eligibility requirements for employees participating in the LTIP. In addition, the stock-based compensation expense at ComEd reflects the adoption of the ComEd Key Manager Long-Term Performance Program in 2013 for certain employees, which is not considered stock-based compensation expense under the applicable authoritative guidance. In 2012, these employees participated in the Exelon Restricted Stock Award Program.

There were no significant stock-based compensation costs capitalized during the three and six months ended June 30, 2014 and 2013.

Restricted stock units are granted under the LTIP with the majority being settled in a specific number of shares of common stock after the service condition has been met. The corresponding cost of services is measured based on the grant date fair value of the restricted stock unit issued. The requisite service period for restricted stock units is generally three to five years. However, certain restricted stock unit awards become fully vested upon the employee reaching retirement-eligibility.

In June 2014, Exelon marketed an equity offering of 57.5 million shares of its common stock at a public offering price of $35 per share. Concurrently, Exelon entered into forward sale agreements requiring Exelon to, at its election, prior to October 29, 2015; i) physically settle the transaction through the issuance of 57.5 million shares of its common stock in exchange for net proceeds at the forward price specified in the agreements of between approximately $1.85 billion and $1.95 billion, after consideration of underwriters discount of approximately $60 million and subject to certain adjustments as provided in the forward sales agreement, or ii) net settle the transaction either through the payment of cash or shares of its common stock based on the then current market value of the shares minus the value of the shares at the forward price, net of the underwriters discount and the daily accretion rate. No amounts have or will be recorded in Exelon's consolidated financial statements until settlement of the forward sale agreements occurs. At June 30, 2014, if Exelon had elected to net share settle the contract, the maximum number of common shares that would have been required to be issued is approximately 4 million shares at a forward price of $33.94. If Exelon elects to cash settle the contract, the transaction costs will be recorded as a charge to earnings in the period in which it becomes probable that Exelon will cash settle. Otherwise, all transaction costs will be reflected as a reduction to the value of the common stock issued in Exelon's Consolidated Balance Sheet. The net proceeds received upon settlement are expected to be used to finance a portion of the acquisition of PHI and for general corporate purposes. Until settlement, earnings per share dilution resulting from the forward sales agreement, if any, will be determined under the treasury stock method.

Concurrent with the forward equity transaction, Exelon also issued $1.15 billion of junior subordinated notes in the form of 23 million equity units. See Note 10 – Debt and Credit Agreements for further information on the equity units.