SHARE-BASED COMPENSATION

STOCK OPTIONS — AES grants options to purchase shares of common stock under stock option plans to employees and non-employee directors. Under the terms of the plans, the Company may issue options to purchase shares of the Company's common stock at a price equal to 100% of the market price at the date the option is granted. Stock options are generally granted based upon a percentage of an employee's base salary. Stock options issued in 2015 and 2014 have a three-year vesting schedule and vest in one-third increments over the three-year period. The stock options have a contractual term of ten years. The Company did not issue stock options in 2016. At December 31, 2016, approximately 16 million shares were remaining for award under the plans. In all circumstances, stock options granted by AES do not entitle the holder the right, or obligate AES, to settle the stock option in cash or other assets of AES.

The following table presents the weighted average fair value of each option grant and the underlying weighted average assumptions, as of the grant date, using the Black-Scholes option-pricing model:



December 31,	2015			2014
Expected volatility	25		%	24		%
Expected annual dividend yield	3		%	1		%
Expected option term (years)	7			6
Risk-free interest rate	1.86		%	1.86		%
Fair value at grant date	$	2.07		$	3.26

The Company does not discount the grant date fair values to estimate post-vesting restrictions. Post-vesting restrictions include black-out periods when the employee is not able to exercise stock options based on their potential knowledge of information prior to the release of that information to the public.

The Company initially recognizes compensation cost on the estimated number of instruments for which the requisite service is expected to be rendered. The following table summarizes the components of stock-based compensation related to employee stock options recognized in the Company's consolidated financial statements (in millions):



December 31,	2016			2015			2014
Pretax compensation expense	$	2		$	3		$	3
Tax benefit	(1		)	(1		)	(1		)
Stock options expense, net of tax	$	1		$	2		$	2
Total intrinsic value of options exercised	$	—		$	1		$	1
Total fair value of options vested	3			3			2
Cash received from the exercise of stock options	1			5			3

No cash was used to settle stock options or compensation cost capitalized as part of the cost of an asset for the years ended December 31, 2016, 2015 and 2014. As of December 31, 2016, total unrecognized compensation cost related to stock options of $1 million is expected to be recognized over a weighted average period of 1 year.

A summary of the option activity for the year ended December 31, 2016 follows (number of options in thousands, dollars in millions except per option amounts):



	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2015	7,155		$	13.81
Exercised	(127	)	11.00
Forfeited and expired	(700	)	17.70
Outstanding at December 31, 2016	6,328		$	13.43	5.5	$	2
Vested and expected to vest at December 31, 2016	6,200		$	13.46	5.5	$	2
Eligible for exercise at December 31, 2016	4,810		$	13.72	4.8	$	2

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company's closing stock price on the last trading day of 2016 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2016. The amount of the aggregate intrinsic value will change based on the fair market value of the Company's stock.

RESTRICTED STOCK

Restricted Stock Units — The Company issues restricted stock units ("RSUs") under its long-term compensation plan. The RSUs are generally granted based upon a percentage of the participant's base salary. The units have a three-year vesting schedule and vest in one-third increments over the three-year period. Units granted prior to 2011 are required to be held for an additional two years before they can be converted into shares, and thus become transferable. There is no such requirement for units granted in 2011 and afterwards. In all circumstances, restricted stock units granted by AES do not entitle the holder the right, or obligate AES, to settle the restricted stock unit in cash or other assets of AES.

For the years ended December 31, 2016, 2015, and 2014, RSUs issued had a grant date fair value equal to the closing price of the Company's stock on the grant date. The Company does not discount the grant date fair values to reflect any post-vesting restrictions. RSUs granted to employees during the years ended December 31, 2016, 2015, and 2014 had grant date fair values per RSU of $9.42, $12.03 and $14.60, respectively.

The following table summarizes the components of the Company's stock-based compensation related to its employee RSUs recognized in the Company's consolidated financial statements (in millions):



December 31,	2016			2015			2014
RSU expense before income tax	$	14		$	13		$	12
Tax benefit	(4		)	(3		)	(3		)
RSU expense, net of tax	$	10		$	10		$	9
Total value of RSUs converted ⁽¹⁾	$	7		$	16		$	25
Total fair value of RSUs vested	$	13		$	12		$	13

_____________________________


⁽¹⁾	Amount represents fair market value on the date of conversion.

There was no cash used to settle RSUs or compensation cost capitalized as part of the cost of an asset for the years ended December 31, 2016, 2015, and 2014. As of December 31, 2016, total unrecognized compensation cost related to RSUs of $17 million is expected to be recognized over a weighted average period of approximately 1.8 years. There were no modifications to RSU awards during the year ended December 31, 2016.

A summary of the activity of RSUs for the year ended December 31, 2016 follows (RSUs in thousands):



	RSUs		Weighted Average Grant Date Fair Values		Weighted Average Remaining Vesting Term
Nonvested at December 31, 2015	2,392		$	12.55
Vested	(1,063	)	12.43
Forfeited and expired	(256	)	10.91
Granted	1,964		9.42
Nonvested at December 31, 2016	3,037		$	10.70	1.7
Vested and expected to vest at December 31, 2016	2,716		$	10.76

The Company initially recognizes compensation cost on the estimated number of instruments for which the requisite service is expected to be rendered. In 2016, AES has estimated a weighted average forfeiture rate of 11.54% for RSUs granted in 2016. This estimate will be revised if subsequent information indicates that the actual number of instruments forfeited is likely to differ from previous estimates. Based on the estimated forfeiture rate, the Company expects to expense $16 million on a straight-line basis over a three year period related to RSUs granted during the year ended December 31, 2016.

The following table summarizes the RSUs that vested and were converted during the periods indicated (RSUs in thousands):



Years Ended December 31,	2016	2015	2014
RSUs vested during the year	1,063	954	1,037
RSUs converted during the year, net of shares withheld for taxes	705	1,238	1,734
Shares withheld for taxes	358	549	796

Performance Stock Units — In 2015 and 2014, the Company issued performance stock units ("PSUs") to officers under its long-term compensation plan. PSUs are restricted stock units of which 50% of the units awarded include a market condition and the remaining 50% include a performance condition. Vesting will occur if the applicable continued employment conditions are satisfied and (a) for the units subject to the market condition the total stockholder return on AES common stock exceeds the total stockholder return of the Standard and Poor's 500 Utilities Sector Index over the three-year measurement period beginning on January 1 of the grant year and ending on December 31 of the third year and (b) for the units subject to the performance condition if the Company's actual Adjusted EBITDA meets the performance target over the three-year measurement period beginning on January 1 of the grant year and ending on December 31 of the third year. The market and performance conditions determine the vesting and final share equivalent per PSU and can result in earning an award payout range of 0% to 200%, depending on the achievement. PSUs that included a market condition granted during the year ended December 31, 2015, and 2014 had a grant date fair value per PSU of $8.22 and $15.19, respectively.

In 2016, the Company issued PSUs to officers under its long-term compensation plan. Vesting will occur if the Company achieves its Proportional Free Cash Flow target over the three-year performance period beginning on January 1 of the grant year and ending on December 31 of the third year. The PSUs issued to officers in 2016 had a grant date fair value of $9.41 equal to the closing price of the Company's stock on the grant date. The grant date fair value is estimated at 100% of the company's closing stock price. The company believes that it's probable that the performance condition will be met and will continue to be evaluated throughout the performance period.

In all circumstances, PSUs granted by AES do not entitle the holder the right, or obligate AES, to settle the restricted stock unit in cash or other assets of AES.

The following table summarizes the components of the Company's stock-based compensation related to its PSUs recognized in the Company's consolidated financial statements (in millions):



December 31,	2016			2015			2014
PSU expense before income tax	$	6		$	5		$	6
Tax benefit	(2		)	(1		)	(2		)
PSU expense, net of tax	$	4		$	4		$	4
Total value of PSUs converted⁽¹⁾	$	1		$	1		$	4
Total fair value of PSUs vested	$	3		$	3		$	1

_____________________________


⁽¹⁾	Amount represents fair market value on the date of conversion.

There was no cash used to settle PSUs or compensation cost capitalized as part of the cost of an asset for the years ended December 31, 2016, 2015, and 2014. As of December 31, 2016 total unrecognized compensation cost related to PSUs of $7 million is expected to be recognized over a weighted average period of approximately 1.8 years. There were no modifications to PSU awards during the year ended December 31, 2016.

A summary of the activity of PSUs for the year ended December 31, 2016 follows (PSUs in thousands):



	PSUs		Weighted Average Grant Date Fair Values		Weighted Average Remaining Vesting Term
Nonvested at December 31, 2015	1,551		$	12.16
Vested	(231	)	12.23
Forfeited and expired	(308	)	12.28
Granted	697		9.41
Nonvested at December 31, 2016	1,709		$	11.01	1.3
Vested and expected to vest at December 31, 2016	1,449		$	10.39

The Company initially recognizes compensation cost on the estimated number of instruments for which the requisite service is expected to be rendered. In 2016, AES has estimated a forfeiture rate of 12.28% for PSUs granted in 2016. This estimate will be revised if subsequent information indicates that the actual number of instruments forfeited is likely to differ from previous estimates. Based on the estimated forfeiture rate, the Company expects to expense $6 million on a straight-line basis over a three year period (approximately $2 million per year) related to PSUs granted during the year ended December 31, 2016.

The following table summarizes the PSUs that vested and were converted during the periods indicated (PSUs in thousands):



Years Ended December 31,	2016	2015	2014
PSUs vested during the year	231	161	85
PSUs converted during the year, net of shares withheld for taxes	141	96	287
Shares withheld for taxes	90	65	141

OTHER SHARE-BASED AWARDS

Performance Cash Units - In 2016, the Company issued Performance Cash Units ("PCUs") to its officers under its long-term compensation plan. The value of these units depends on the total stockholder return on AES common stock as compared to the total stockholder return of the Standard and Poor's 500 Utilities Sector Index, Standard and Poor's 500 Index and MSCI Emerging Market Index over a three-year measurement period beginning on January 1 of the grant year and ending on December 31 of the third year. Since PCUs are settled in cash, they qualify for liability accounting and periodic measurement is required. As of December 31, 2016, each PCU is valued at $1.04 per unit. The Company expects to expense $7 million on a straight-line basis over a three year period (approximately $2 million per year) related to these PCUs.