AES CORP — Director's Dealing 2013

Feb 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AES CORP (AES)
CIK: 0000874761
Period of Report: 2013-02-15

Reporting Person: miller brian a (EVP, General Counsel and Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Common Stock	A	20716	—	Acquired	121274	Direct
2013-02-15	Common Stock	F	4012	$11.17	Disposed	117262	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	Stock Option (Right to Buy)	$11.17	A	113062	Acquired	2023-02-15	Common Stock (113062)	Direct
2013-02-15	Units	$	A	5950	Acquired		Common Stock (5950)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31585	Indirect

Footnotes

F1: This restricted stock unit award ("RSU") was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan and will vest in three equal annual installments beginning on February 15, 2014, if certain continuing employment conditions are satisfied. If such conditions are satisfied, each RSU entitles the holder to one share of AES Common Stock for each RSU granted.

F2: Reflects tax withholding in connection with settlement of one third (each) previously reported 2011 and 2012 RSU awards.

F3: This includes a 6% (of base salary) discretionary retirement savings award granted pursuant to The AES Retirement Savings Plan (the "Plan") as determined by The AES Corporation Board of Directors on February 15, 2013 subject to IRS contribution limits. The closing stock price on February 15, 2013 was used to determine the number of shares awarded. Between February 22, 2012 and February 15, 2013, this reporting person acquired an additional 1,227 shares of AES Common stock under the Plan, which are included in this amount.

F4: This stock option award was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan and will vest in three equal annual installments if certain continuing employment conditions are satisfied. If such conditions are satisfied, the first installment becomes exercisable on February 15, 2014 and the next two installments become exercisable on February 15, 2015 and February 15, 2016, respectively.

F5: These units were awarded pursuant to the Restoration Supplemental Retirement Plan (the "Restoration Plan"). Generally, units under this Restoration Plan shall be paid out in cash following termination of employment or later as per the terms of the Restoration Plan document. Each unit represents a hypothetical AES investment equal to one share of AES Common Stock and units under the Restoration Plan are 100% vested upon award.