AES CORP — Director's Dealing 2015

Feb 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AES CORP (AES)
CIK: 0000874761
Period of Report: 2015-02-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-20	Common Stock	A	19781	—	Acquired	150046	Direct
2015-02-20	Common Stock	F	6548	$11.89	Disposed	143498	Direct
2015-02-20	Common Stock	A	20067	—	Acquired	163565	Direct
2015-02-21	Common Stock	F	1799	$11.89	Disposed	161766	Direct
2015-02-23	Common Stock	F	2586	$11.86	Disposed	159180	Direct
2015-02-24	Common Stock	F	1743	$11.64	Disposed	157437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-20	Stock Option (Right to Buy)	$11.89	A	149125	Acquired	2025-02-20	Common Stock (149125)	Direct
2015-02-20	Units	$	A	5033	Acquired		Common Stock (5033)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36298	Indirect

Footnotes

F1: This Performance Stock Unit ("PSU") was granted on February 17, 2012 pursuant to The AES Corporation 2003 Long Term Compensation Plan. After the prescribed three year vesting period, the AES Board of Directors approved the performance value for the grant. Each earned PSU entitles the holder to one share of AES Common Stock.

F2: Reflects tax withholding in connection with the vesting and settlement of earned PSUs granted in February 2012.

F3: This Restricted Stock Unit ("RSU") award was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan and will vest in three equal annual installments beginning on February 20, 2016, if certain continuing employment conditions are satisfied. If such conditions are satisfied, each RSU entitles the holder to one share of AES Common Stock.

F4: Reflects tax withholding in connection with the vesting and settlement of one third of the RSUs granted in February 2014.

F5: Reflects tax withholding in connection with the vesting and settlement of one third of the RSUs granted in February 2013.

F6: Reflects tax withholding in connection with the vesting and settlement of one third of the RSUs granted in February 2012.

F7: This includes a 3% (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 20, 2015 subject to IRS contribution limits. The closing stock price on February 20, 2015 was used to determine the number of shares awarded. In the aggregate between February 20, 2014 and February 20, 2015, this reporting person acquired 2,267 shares of AES Common Stock under the Plan, which is included in this amount. This information is based on a plan statement dated February 20, 2015.

F8: 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 20, 2016, and the next two installments become exercisable on February 20, 2017 and February 20, 2018, respectively.

F9: 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 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.