AES CORP — Director's Dealing 2014

Feb 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AES CORP (AES)
CIK: 0000874761
Period of Report: 2014-02-21

Reporting Person: Vesey Andrew (EVP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-21	Common Stock	A	13058	—	Acquired	126807	Direct
2014-02-21	Common Stock	F	4828	$14.63	Disposed	121979	Direct
2014-02-21	Common Stock	A	24436	—	Acquired	146415	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-21	Stock Option (Right to Buy)	$14.63	A	134398	Acquired	2024-02-21	Common Stock (134398)	Direct
2014-02-21	Units	$	A	4886	Acquired		Common Stock (4886)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23213	Indirect

Footnotes

F1: This Performance Stock Unit ("PSU") was granted on February 18, 2011 pursuant to The AES Corporation 2003 Long Term Compensation Plan. On February 21, 2014, after the prescribed three year vesting period, the AES Board of Directors approved the performance value for the grant. Each PSU entitles the holder to one share of AES Common Stock for each PSU granted.

F2: Reflects tax withholding paid in connection with the settlement of the PSUs granted on February 18, 2011.

F3: 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 21, 2015, 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.

F4: 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 21, 2014 subject to applicable IRS contribution limits. The closing stock price on February 21, 2014 was used to determine the number of shares awarded. In the aggregate between February 19, 2014 and February 24, 2014, this reporting person acquired 1,233 shares of AES Common stock under the Plan, which are included in this amount. This information is based on a plan statement dated February 24, 2014.

F5: 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 21, 2015 and the next two installments become exercisable on February 21, 2016 and February 21, 2017, respectively.

F6: These units were awarded pursuant to the Restoration Supplemental Retirement Plan ("Restoration Plan"). Generally, units under this plan are 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.