Bond AES Corp 5.5% ( US00130HBW43 ) in USD

AES Corp

103.012 % ⇌

United States

US00130HBW43 ( in USD )

5.5% per year ( payment 2 times a year)

15/04/2025

Prospectus brochure of the bond AES Corp US00130HBW43 en USD 5.5%, maturity 15/04/2025

00130HBW4

15/04/2025 ( In 69 days )

AES Corporation is a Fortune 500 global energy company that develops, owns, and operates a diverse portfolio of power generation and energy storage assets, focusing on renewable sources and sustainable energy solutions.

The Bond issued by AES Corp ( United States ) , in USD, with the ISIN code US00130HBW43, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/04/2025

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424B2 1 d895441d424b2.htm 424B2
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
maximum
maximum
Title of each class of securities
to be
offering price
aggregate
Amount of
to be registered

registered

per unit

offering price
Registration Fee (1)
5.500 % Notes due 2025

$575,000,000

99.000%

$569,250,000

$66,147

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -1 8 6 8 8 8

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 27, 2013
$575,000,000

5.500% Senior Notes due 2025
Interest payable on April 15 and October 15

We are offering $575 million aggregate principal amount of 5.500% Senior Notes due 2025. We will pay interest on the notes
on April 15 and October 15 of each year, beginning October 15, 2015. The notes will mature on April 15, 2025, unless earlier
repurchased by us.
We may redeem all or a part of the notes on or after April 15, 2020, on any one or more occasions, as described in this
prospectus supplement under the caption "Description of the Notes--Optional Redemption." In addition, at any time prior to April
15, 2020, we may redeem all or a part of the notes, on any one or more occasions, at a redemption price equal to 100% of the
principal amount of the notes to be redeemed plus a "make-whole" premium as of, and accrued and unpaid interest, if any, to, but
not including, the date of redemption, as described in this prospectus supplement under the caption "Description of the Notes--
Optional Redemption." In addition, at any time, and on one or more occassions, prior to April 15, 2018, we may redeem in the
aggregate for all such redemptions up to 35% of the aggregate principal amount of the notes with the net cash proceeds from
certain equity offerings at the redemption price equal to 105.500% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest, if any, to, but not including, the date of redemption, as described in this prospectus supplement under
the caption "Description of the Notes--Optional Redemption."
Upon the occurrence of a change of control, you may require us to repurchase some or all of your notes at 101% of their
principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
The notes will be our senior unsecured obligations ranking equally with all of our other unsecured debt and effectively junior
to our secured debt, including our senior credit facility, and structurally subordinated to the debt and other liabilities (including trade
payables) of our subsidiaries. The notes will be issued only in registered form in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-9 of this
prospectus supplement.
We are offering the notes to the public at 99.000% of the principal amount, plus accrued interest, if any, from April 6, 2015.
The underwriter has agreed to purchase the notes from us at a price equal to 99.000% of the principal amount of the notes, subject
to the terms and conditions in the underwriting agreement between the underwriter and us. The proceeds before expenses to us
will be equal to $990.00 per note, for a total of $569,250,000. In addition, the underwriter has agreed to reimburse us for a portion
of our expenses incurred in connection with this offering. See "Underwriting."

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d
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or disa pprove d of t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We expect to deliver the notes to purchasers in book-entry form on or about April 6, 2015.
Sole Book-Running Manager
Goldm a n, Sa c hs & Co.

The date of this prospectus supplement is March 31, 2015.
T ABLE OF CON T EN T S
PROSPECT U S SU PPLEM EN T

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
INCORPORATION BY REFERENCE
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
SUMMARY
S-1
THE OFFERING
S-6
RISK FACTORS
S-9
FORWARD-LOOKING STATEMENTS
S-14
USE OF PROCEEDS
S-16
RATIO OF EARNINGS TO FIXED CHARGES
S-17
DESCRIPTION OF THE NOTES
S-18
U.S. FEDERAL INCOME TAX CONSEQUENCES
S-34
UNDERWRITING
S-38
LEGAL MATTERS
S-43
PROSPECT U S

Page
THE AES CORPORATION

3
WHERE YOU CAN FIND MORE INFORMATION

4
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

4
USE OF PROCEEDS

5
RATIO OF EARNINGS TO FIXED CHARGES

5
DESCRIPTION OF SECURITIES

5
VALIDITY OF SECURITIES

6
EXPERTS

6

We a nd t he unde rw rit e r ha ve not a ut horize d a nyone t o provide a ny inform a t ion ot he r t ha n t ha t
c ont a ine d in or inc orpora t e d by re fe re nc e int o t his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us
or a ny re le va nt fre e w rit ing prospe c t us pre pa re d by or on be ha lf of us or t o w hic h w e ha ve re fe rre d you. We
a nd t he unde rw rit e r t a k e no re sponsibilit y for, a nd c a n provide no a ssura nc e a s t o t he re lia bilit y of, a ny
ot he r inform a t ion t ha t ot he rs m a y give you. We a re not , a nd t he unde rw rit e r is not , m a k ing a n offe r or sa le
of not e s in a ny jurisdic t ion w he re t he offe r or sa le is not pe rm it t e d. Y ou should a ssum e t ha t t he inform a t ion
c ont a ine d in or inc orpora t e d by re fe re nc e int o t his prospe c t us supple m e nt a nd t he a c c om pa nying
prospe c t us is a c c ura t e only a s of t he da t e a ppe a ring on t he front c ove r of t his prospe c t us supple m e nt or
t he a c c om pa nying prospe c t us, a s a pplic a ble , or t he da t e of t he a pplic a ble inc orpora t e d doc um e nt . Our
busine ss, fina nc ia l c ondit ion, re sult s of ope ra t ions a nd prospe c t s m a y ha ve c ha nge d sinc e t ha t da t e .

S-i
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This prospectus supplement is part of a registration statement that we filed with the Securities and Exchange Commission
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(the "SEC") utilizing a "shelf" registration process. Under this shelf registration process, we are offering to sell the notes using this
prospectus supplement and the accompanying prospectus. This prospectus supplement describes the specific terms of this offering.
The accompanying prospectus gives more general information, some of which may not apply to this offering. You should read this
prospectus supplement together with the accompanying prospectus and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus before making a decision to invest in the notes. If the information in this
prospectus supplement or the information incorporated by reference into this prospectus supplement is inconsistent with the
accompanying prospectus, the information in this prospectus supplement or the information incorporated by reference into this
prospectus supplement will apply and will supersede that information in the accompanying prospectus.
I N CORPORAT I ON BY REFEREN CE
We have "incorporated by reference" into this prospectus supplement and the accompanying prospectus certain documents
that we file with the SEC. This means that we can disclose important information to you by referring you to another document filed
separately with the SEC. This information incorporated by reference is a part of this prospectus supplement and the accompanying
prospectus, unless we provide you with different information in this prospectus supplement or the information is modified or
superseded by a subsequently filed document. Any information referred to in this way is considered part of this prospectus
supplement and the accompanying prospectus from the date we file that document.
This prospectus supplement and the accompanying prospectus incorporate the documents listed below that we have
previously filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in
accordance with the SEC's rules and regulations), which contain important information about us, our business, our financial
condition and various important risks you should consider before investing in the notes:

· our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the "Annual Report"), filed with the SEC

on February 26, 2015;

· our Definitive Proxy Statement on Schedule 14A, filed with the SEC on February 27, 2015 and March 9, 2015; and

· our Current Report on Form 8-K filed with the SEC on January 20, 2015.
Any reports filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") on or after the date of this prospectus supplement and before the completion of this offering of the notes will
be deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus and will
automatically update, where applicable, and supersede any information contained in this prospectus supplement or the
accompanying prospectus or incorporated by reference into this prospectus supplement and the accompanying prospectus. Unless
specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form
8-K that we have furnished or may from time to time furnish with the SEC is or will be incorporated by reference into, or otherwise
included in, this prospectus supplement or the accompanying prospectus.

S-ii
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy
any document that we file with the SEC at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site at http://www.sec.gov, from which you can access our filings with the SEC.
We have filed a registration statement on Form S-3 with the SEC with respect to the notes offered hereby. This prospectus
supplement and the accompanying prospectus do not contain all of the information included in the registration statement, and you
should refer to the registration statement and its exhibits for that information.
Any statement contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by
reference herein concerning, describing or summarizing the provisions of any document filed with the SEC is not necessarily
complete, and is qualified in its entirety by reference to the full text of the document filed.
You may obtain, at no cost, copies of each of the documents incorporated by reference into this prospectus supplement or
the accompanying prospectus (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference in that
filing) by writing or telephoning the office of Assistant Counsel, The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia,
22203, telephone number (703) 522-1315.
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S-iii
SU M M ARY
The following summary contains certain information about us and the offering of the notes. It does not contain all of the
information that may be important to you in making a decision to invest in the notes. We urge you to carefully read the entire
prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein, including our
financial statements and related notes. You should also read the sections entitled "Risk Factors" and "Forward-Looking
Statements" in this prospectus supplement, our Annual Report and any subsequently filed Exchange Act reports for a
discussion of important risks that you should consider before investing in the notes.
Unless otherwise indicated or the context otherwise requires, the terms "AES," "we," "our," "us" and "the Company" refer
to The AES Corporation, including all of its subsidiaries and affiliates, collectively. The term "The AES Corporation" or "Parent
Company" refers only to the parent, a publicly held holding company, The AES Corporation, excluding its subsidiaries and
affiliates.
T H E AES CORPORAT I ON
We are a diversified power generation and utility company organized into six market-oriented Strategic Business Units
("SBUs"): US (United States), Andes (Chile, Colombia and Argentina), Brazil, MCAC (Mexico, Central America and Caribbean),
Europe (formerly EMEA), and Asia. We were incorporated in 1981.
St ra t e gy
Our strategic plan intends to maximize the risk-adjusted value of our portfolio through our efforts to execute upon the
following objectives:

· First, we are managing our portfolio of generation and utility businesses to create value through safe, reliable, and

sustainable operations and effective cost management.

· Second, we are driving our operating business to manage capital more effectively and to increase the amount of

discretionary cash available for deployment into debt repayment, growth investments, shareholder dividends, and
share buybacks.

· Third, we are realigning our geographic focus. To this end, we will continue to exit markets where we do not have a
competitive advantage or where we are unable to earn a fair risk- adjusted return relative to monetization alternatives.

In addition, we will focus our growth investments on platform expansions or opportunities to expand our existing
operations.

· Finally, we are working to reduce the cash flow and earnings volatility of our businesses by proactively managing our
currency, commodity and political risk exposures, mostly through contractual and regulatory mechanisms, as well as

commercial hedging activities. We also will continue to limit our risk by utilizing non-recourse project financing for the
majority of our businesses.
Busine ss Line s & St ra t e gic Busine ss U nit s
Within our six SBUs, as discussed above, we have two lines of business. The first business line is generation, where we
own and/or operate power plants to generate and sell power to customers, such as utilities, industrial users, and other
intermediaries. The second business line is utilities, where we own and/or operate utilities to generate or purchase, distribute,
transmit and sell electricity to end-user

S-1
customers in the residential, commercial, industrial and governmental sectors within a defined service area. In certain
circumstances, our utilities also generate and sell electricity on the wholesale market.
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The following table summarizes our generation business by capacity and facilities and our utilities business by
customers, capacity and facilities for each SBU as of December 31, 2014.

Ge ne ra t ion
Ge ne ra t ion
U t ilit y
U t ilit y
U t ilit y
SBU

Ca pa c it y

Fa c ilit ie s
Cust om e rs
GWh
Busine sse s

(Gross M W)

US

Generation

5,825

12

Utilities

6,520

18
1.1 million
34,797

2
Andes

Generation

8,032

32

Brazil

Generation

3,298

13

Utilities

8.0 million
57,274

2
MCAC

Generation

3,140

13

Utilities

1.3 million
3,620

4
Europe

Generation

6,699

11

Asia

Generation

1,218

3

34,732(1)

102
10.4 million
95,691

8

(1)
27,595 proportional MW. Proportional MW is equal to gross MW of a generation facility times AES' equity ownership
percentage in such facility.
Generation
We currently own and/or operate a generation portfolio of 28,212 MW, excluding the generation capabilities of our
integrated utilities. Our generation fleet is diversified by fuel type. As a percentage of installed capacity, coal and natural gas
each account for 30% and 35%, respectively, of our generating capacity. Renewables, including hydro, wind and energy
storage, represent 29% of our generating capacity and oil, diesel and petroleum coke comprise the rest.
Performance drivers of our generation businesses include types of electricity sales agreements, plant reliability and
flexibility, fuel costs, fixed-cost management, sourcing and competition.
Utilities
AES' eight utility businesses distribute power to more than 10 million people in three countries. AES' two utilities in the
United States also include generation capacity totaling 6,520 MW. The utility businesses have a variety of structures, ranging
from integrated utility to pure transmission and distribution businesses.
In general, our utilities sell electricity directly to end-users, such as homes and businesses, and bill customers directly.
Key performance drivers for utilities include the regulated rate of return and tariff, seasonality, weather variations, economic
activity, reliability of service and competition.

S-2
T EN DER OFFERS
In connection with this offering, we have commenced tender offers (the "Tender Offers") to purchase for cash up to a
total of $500 million aggregate principal amount of three series of our outstanding senior notes, including our 8.00% senior
notes due 2017 (the "2017 Notes"), of which $525 million aggregate principal amount is currently outstanding, our 8.00% senior
notes due 2020 (the "2020 Notes"), of which $625 million aggregate principal amount is currently outstanding, and our 7.375%
senior notes due 2021 (the "2021 Notes" and, together with the 2017 Notes and the 2020 Notes, the "Outstanding Notes"), of
which $1,000 million aggregate principal amount is currently outstanding. The Tender Offers are scheduled to expire at 11:59
p.m., New York City time, on April 27, 2015, unless extended or earlier terminated. We have reserved the right, but are under
no obligation, to increase or decrease the total amount of the Outstanding Notes purchased in the Tender Offers.
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The Tender Offers are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of
this offering. Nothing in this prospectus supplement shall be construed as an offer or solicitation to purchase the Outstanding
Notes, which is taking place by means of a separate offer to purchase. We intend to use the net proceeds from this offering, as
well as, if necessary, other available funds, to fund the Tender Offers and to pay certain related fees and expenses. If any net
proceeds from this offering remain after completion of the Tender Offers, we intend to use such proceeds to retire certain
outstanding indebtedness and for general corporate purposes. This offering is not contingent on the consummation of the
Tender Offers.
COM PAN Y I N FORM AT I ON
We were incorporated in the State of Delaware in 1981. Our principal executive office is located at 4300 Wilson
Boulevard, Arlington, Virginia 22203, and our telephone number is (703) 522-1315.
The name "AES" and our logo are AES owned trademarks, service marks or trade names. All other trademarks, trade
names or service marks appearing in or incorporated by reference into this prospectus supplement or the accompanying base
prospectus are owned by their respective holders.

S-3
SU M M ARY H I ST ORI CAL CON SOLI DAT ED FI N AN CI AL I N FORM AT I ON
The table below presents our summary historical consolidated financial information for the periods presented, which
should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the audited consolidated financial statements and related notes in our Annual Report, which is incorporated by
reference herein.
The summary consolidated balance sheet data as of December 31, 2014 and the summary consolidated statement of
operations data for each of the years in the three-year period ended December 31, 2014 have been derived from our audited
consolidated financial statements incorporated by reference into this prospectus supplement. Our historical results for any prior
period are not necessarily indicative of results to be expected for any future period.

Y e a rs Ende d De c e m be r 3 1 ,

2 0 1 4
2 0 1 3
2 0 1 2

($ in m illions)

St a t e m e nt of Ope ra t ions Da t a :

Re ve nue :

Regulated

$
8,874
$
8,056
$
8,977
Non-Regulated

8,272

7,835

8,187

Total revenue

17,146
15,891
17,164

Cost of Sa le s:

Regulated

(7,530)
(6,837)
(7,594)
Non-Regulated

(6,528)
(5,807)
(5,987)

Total cost of sales

(14,058)
(12,644)
(13,581)

Operating margin

3,088

3,247

3,583

General and administrative expenses

(187)

(220)

(274)
Interest expense

(1,471)
(1,482)
(1,544)
Interest income

365

275

348
Loss on extinguishment of debt

(261)

(229)

(8)
Other expense

(68)

(76)

(82)
Other income

124

125

98
Gain on disposal and sale of investments

358

26

219
Goodwill impairment expense

(164)

(372)
(1,817)
Asset impairment expense

(91)

(95)

(73)
Foreign currency transaction gains (losses)

11

(22)

(170)
Other non-operating expense

(128)

(129)

(50)

Income from continuing operations before taxes and equity in earnings of affiliates

1,576

1,048

230
Income tax expense

(419)

(343)

(685)
Net equity in earnings of affiliates

19

25

35

Income (loss) from continuing operations

1,176

730

(420)
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Income (loss) from operations of discontinued businesses, net of income tax (benefit) expense of $23,
$24, and $26, respectively

27

(27)

47
Net gain (loss) from disposal and impairments of discontinued operations, net of income tax (benefit)
expense of $4, $(15), and $68, respectively

(56)

(152)

16

Net income (loss)

1,147

551

(357)
N onc ont rolling int e re st s:

Less: (Income) from continuing operations attributable to noncontrolling interests

(387)

(446)

(540)
Less: (Income) loss from discontinued operations attributable to noncontrolling interests

9

9

(15)

Total net income attributable to noncontrolling interests

(378)

(437)

(555)

Net income (loss) attributable to The AES Corporation

$
769
$
114
$
(912)

S-4
As of De c e m be r 3 1 ,

2 0 1 4

($ in m illions)

Ba la nc e She e t Da t a :

Total Assets

$
38,966
Debt:

Recourse

5,258
Non-recourse

15,600

Total Debt

$
20,858

S-5
T H E OFFERI N G
The following is a summary of some of the terms of the notes offered hereby. For a more complete description of the
terms of the notes, see "Description of the Notes" in this prospectus supplement.

Issuer
The AES Corporation.

Notes Offered
$575 million aggregate principal amount of 5.500% senior
notes due 2025.

Maturity
The notes will mature on April 15, 2025.

Interest
The notes will bear interest at an annual rate equal to
5.500%. Interest on the notes will be paid on each April 15
and October 15, beginning October 15, 2015.

Record Date
The regular record date for each interest payment date will
be the close of business on each April 1 and October 1
immediately preceding such interest payment date.

Ranking
The notes will be our direct, unsecured and unsubordinated
obligations and will rank:

· equal in right of payment with all of our other senior

unsecured debt, including the Outstanding Notes;

· effectively junior in right of payment to our secured debt,

including our senior credit facility, to the extent of the
value of the assets securing such debt;

· structurally subordinate to the debt and other liabilities

(including trade payables) of our subsidiaries; and

· senior in right of payment to our subordinated debt.

As of December 31, 2014:

· we had approximately $4.7 billion of senior unsecured

debt, no secured debt and $517 million of subordinated
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debt outstanding;

· our subsidiaries had approximately $26.1 billion of debt

and other liabilities, including trade payables, outstanding
($15.6 billion of which was non-recourse debt); and

· we had approximately $739 million of undrawn borrowing

capacity under the revolving facility of our senior credit
facility.

The indenture under which the notes will be issued contains

no restrictions on the amount of additional unsecured
indebtedness that we may

S-6
incur or the amount of indebtedness (whether secured or
unsecured) that our subsidiaries may incur. The indenture

permits us to incur secured debt subject to the covenants
described under "Description of the Notes--Certain
Covenants of AES--Restrictions on Secured Debt."

No Guarantees
The notes will not be guaranteed by any of our subsidiaries.

Change of Control
Upon the occurrence of a Change of Control (as defined in
"Description of the Notes--Repurchase of Notes Upon a
Change of Control"), you may require us to repurchase some
or all of your notes at 101% of their principal amount, plus
accrued and unpaid interest to, but not including, the date of
repurchase.

Optional Redemption
We may redeem all or a part of the notes on or after April
15, 2020, on any one or more occasions, at the redemption
prices described under the caption "Description of the Notes
--Optional Redemption," plus accrued and unpaid interest, if
any, to, but not including, the date of redemption.

In addition, at any time prior to April 15, 2020, we may
redeem all or a part of the notes, on any one or more
occasions, at a redemption price equal to 100% of the

principal amount of the notes to be redeemed plus a "make-
whole" premium as of, and accrued and unpaid interest, if
any, to, but not including, the date of redemption. See
"Description of the Notes--Optional Redemption."

In addition, at any time prior to April 15, 2018, we may
redeem on any one or more occasions, in the aggregate for
all such redemptions, up to 35% of the aggregate principal
amount of the notes with the net cash proceeds from certain
equity offerings at the redemption price equal to 105.500% of

the principal amount of the notes to be redeemed, plus
accrued and unpaid interest, if any, to, but not including, the
date of redemption, as described in this prospectus
supplement under the caption "Description of the Notes--
Optional Redemption."

Covenants
We have agreed to certain restrictions on incurring secured
debt and entering into sale and leaseback transactions. See
"Description of the Notes--Certain Covenants of AES."

S-7
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Book-Entry Form
The notes will be issued in registered book-entry form
represented by one or more global notes to be deposited
with or on behalf of The Depository Trust Company, or DTC,
or its nominee. The notes will initially be issued in minimum
denominations of $2,000 and multiples of $1,000 in excess
thereof. Transfers of the notes will be effected only through
the facilities of DTC. Beneficial interests in the global notes
may not be exchanged for certificated notes except in limited
circumstances.

No Prior Market
The notes will be new securities for which there is currently
no market. Although the underwriter has informed us that it
intends to make a market in the notes, it is not obligated to
do so, and it may discontinue market-making activities at any
time without notice. Accordingly, we cannot assure you that
a liquid market for the notes will develop or be maintained.
The notes will not be listed on any securities exchange or
automated quotation system.

Use of Proceeds
The expected net proceeds from this offering are estimated
to be approximately $568.6 million, after deducting discounts
and commissions and estimated offering expenses payable
by us. We intend to use the net proceeds from this offering,
as well as, if necessary, other available funds, to fund the
Tender Offers and to pay certain related fees and expenses.
If any net proceeds from this offering remain after completion
of the Tender Offers, we intend to use such proceeds to
retire certain outstanding indebtedness and for general
corporate purposes. See "Use of Proceeds."

Trustee
Wells Fargo Bank, N.A.

Governing Law
The State of New York.

Risk Factors
Before investing in the notes, you should carefully consider
the information discussed under the section entitled "Risk
Factors" in this prospectus supplement and in our Annual
Report.

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RI SK FACT ORS
Investing in the notes involves a high degree of risk. You should carefully consider the risks discussed below, together with
the financial and other information contained in or incorporated by reference into this prospectus supplement and the accompanying
prospectus, before deciding whether to invest in the notes. In addition to the risk factors discussed below, please read "Risk
Factors" in our Annual Report, which is incorporated herein by reference, and "Forward-Looking Information" herein and in our
Annual Report, for more information about important risks that you should consider before investing in the notes.
Risk s Re la t e d t o t he N ot e s
The AES Corporation is a holding company and its ability to make payments on its outstanding debt, including its public
debt securities, is dependent upon the receipt of funds from its subsidiaries by way of dividends, fees, interest, loans or
otherwise.
The AES Corporation is a holding company with no material assets other than the stock of its subsidiaries. All of The AES
Corporation's revenue is generated through its subsidiaries. Accordingly, almost all of The AES Corporation's cash flow is
generated by the operating activities of its subsidiaries. Therefore, The AES Corporation's ability to make payments on its debt and
to fund its other obligations is dependent not only on the ability of its subsidiaries to generate cash, but also on the ability of the
subsidiaries to distribute cash to it in the form of dividends, fees, interest, tax sharing payments, loans or otherwise.
However, our subsidiaries face various restrictions in their ability to distribute cash to The AES Corporation. Most of our
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424B2
subsidiaries are obligated, pursuant to loan agreements, indentures or non-recourse financing arrangements, to satisfy certain
restricted payment covenants or other conditions before they may make distributions to The AES Corporation. In addition, the
payment of dividends or the making of loans, advances or other payments to The AES Corporation may be subject to other
contractual, legal or regulatory restrictions or may be prohibited altogether. Business performance and local accounting and tax
rules may limit the amount of retained earnings that may be distributed to us as a dividend. Subsidiaries in foreign countries may
also be prevented from distributing funds to The AES Corporation as a result of foreign governments restricting the repatriation of
funds or the conversion of currencies. Any right that The AES Corporation has to receive any assets of any of its subsidiaries upon
any liquidation, dissolution, winding up, receivership, reorganization, bankruptcy, insolvency or similar proceedings (and the
consequent right of the holders of The AES Corporation's debt to participate in the distribution of, or to realize proceeds from, those
assets) will be effectively subordinated to the claims of any such subsidiary's creditors (including trade creditors and holders of debt
issued by such subsidiary).
The AES Corporation's subsidiaries are separate and distinct legal entities and, unless they have expressly guaranteed any
of The AES Corporation's debt, have no obligation, contingent or otherwise, to pay any amounts due pursuant to such debt or to
make any funds available whether by dividends, fees, loans or other payments. None of The AES Corporation's subsidiaries
guarantee, or are otherwise obligated with respect to, its outstanding public debt securities, including the notes offered hereby.
The notes will be structurally subordinated to the liabilities of our subsidiaries.
Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts
due on the notes offered hereby or to make any funds available therefor, whether by dividends, fees, loans or other payments. Any
right we have to receive any assets of any of our subsidiaries upon any liquidation, dissolution, winding up, receivership,
reorganization,

S-9
assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings
(and the consequent right of the holders of our debt to participate in the distribution of, or to realize proceeds from, those assets)
will be structurally subordinated to the claims of any such subsidiary's creditors (including trade creditors and holders of debt issued
by such subsidiary). Accordingly, the notes will be structurally subordinated to all liabilities of our subsidiaries. At December 31,
2014, our subsidiaries had approximately $26.1 billion of debt and other liabilities, including trade payables, outstanding. The
indenture governing the notes will not limit the ability of our subsidiaries to incur additional debt, including guaranteeing other debt
of The AES Corporation.
The notes will be effectively subordinated to our secured debt.
The notes will be unsecured general obligations of The AES Corporation, and therefore will be effectively subordinated to all
of the secured debt of The AES Corporation to the extent of the value of the assets securing such debt. As of December 31, 2014,
The AES Corporation had no secured debt outstanding (although as of December 31, 2014, The AES Corporation had $739 million
of availability under our senior secured credit facility, which if drawn, would be secured by, among other things, a lien on certain of
our accounts and a pledge of capital stock of most of our directly held subsidiaries). The indenture governing the notes limits but
does not prohibit The AES Corporation from incurring additional secured debt and there are significant exceptions to this covenant.
See "Description of the Notes--Certain Covenants of AES--Restrictions on Secured Debt."
We may not be able to repurchase the notes upon a Change of Control.
Upon a Change of Control (as defined under "Description of the Notes--Repurchase of Notes Upon a Change of Control"),
we will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest.
The source of funds for any such purchase of the notes will be our available cash or cash generated from our subsidiaries'
operations or other sources, including borrowings, issuance of additional debt, sales of assets or sales of equity. We may not be
able to satisfy our obligations to repurchase the notes upon a change of control because we may not have sufficient financial
resources to purchase all of the notes that are tendered upon a change of control.
It is also possible that the events that constitute a Change of Control may also be events of default under the agreements
governing our other debt. These events may permit such lenders to accelerate the debt outstanding thereunder. If we are required
to repurchase the notes pursuant to a change of control offer and repay certain amounts outstanding under our other debt if such
debt is accelerated, we may require third-party financing. We cannot be sure that we would be able to obtain third-party financing
on acceptable terms, or at all. If our other debt is not paid, the lenders thereunder may seek to enforce security interests in the
collateral securing such debt, thereby limiting our ability to raise cash to purchase the notes, and reducing the practical benefit of
the offer to purchase provisions to the holders of the notes. Any future debt agreements may contain similar provisions.
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