SHARE-BASED COMPENSATION

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. In all circumstances, RSUs granted by AES do not entitle the holder the right, or obligate AES, to settle the RSU in cash or other assets of AES.

For the years ended December 31, 2017, 2016, and 2015, 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, 2017, 2016, and 2015 had grant date fair values per RSU of $11.93, $9.42 and $12.03, 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,	2017			2016			2015
RSU expense before income tax	$	17		$	14		$	13
Tax benefit	(4		)	(4		)	(3		)
RSU expense, net of tax	$	13		$	10		$	10
Total value of RSUs converted ⁽¹⁾	$	10		$	7		$	16
Total fair value of RSUs vested	$	15		$	13		$	12

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

Cash was not used to settle RSUs or compensation cost capitalized as part of the cost of an asset for the years ended December 31, 2017, 2016, and 2015. As of December 31, 2017, 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, 2017.

A summary of the activity of RSUs for the year ended December 31, 2017 follows (RSUs in thousands):



	RSUs		Weighted Average Grant Date Fair Values		Weighted Average Remaining Vesting Term
Non-vested at December 31, 2016	3,037		$	10.70
Vested	(1,337	)	11.37
Forfeited and expired	(280	)	10.94
Granted	1,546		11.93
Non-vested at December 31, 2017	2,966		$	11.02	1.4
Vested and expected to vest at December 31, 2017	2,711		$	11.01

The Company initially recognizes compensation cost on the estimated number of instruments for which the requisite service is expected to be rendered. In 2017, AES has estimated a weighted average forfeiture rate of 10.35% for RSUs granted in 2017. 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 $17 million on a straight-line basis over a three-year period.

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



Year Ended December 31,	2017	2016	2015
RSUs vested during the year	1,337	1,063	954
RSUs converted during the year, net of shares withheld for taxes	865	705	1,238
Shares withheld for taxes	472	358	549

OTHER SHARE BASED COMPENSATION

The Company has three other share-based award programs. The Company has recorded expenses of $8 million, $10 million and $8 million for 2017, 2016 and 2015, respectively, related to these programs.

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 issued in 2015 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. 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.

Performance Stock Units — In 2015, 2016 and 2017, the Company issued performance stock units ("PSUs") to officers under its long-term compensation plan. PSUs are restricted stock units; certain units awarded include a market condition and the remaining awards include performance conditions. Performance conditions are based on Company's Adjusted EBITDA targets for 2015 and Free Cash Flow targets for 2016 and 2017. For the units subject to market conditions, the total stockholder return on AES common stock must exceed the total stockholder return of the Standard and Poor's 500 Utilities Sector Index over a three-year measurement period. 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. The Company believes that it is 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 RSU in cash or other assets of AES.

Performance Cash Units — In 2016 and 2017, 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. Since PCUs are settled in cash, they qualify for liability accounting and periodic measurement is required.