Obligation AES Corp 6% ( US00130HBX26 ) en USD

AES Corp

104.905 % ⇌

Etats-unis

US00130HBX26 ( en USD )

6% par an ( paiement semestriel )

14/05/2026

Prospectus brochure de l'obligation AES Corp US00130HBX26 en USD 6%, échéance 14/05/2026

00130HBX2

15/05/2025 ( Dans 99 jours )

AES Corp est une société énergétique mondiale qui produit et distribue de l'électricité et d'autres services énergétiques dans plus de 15 pays.

L'Obligation émise par AES Corp ( Etats-unis ) , en USD, avec le code ISIN US00130HBX26, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2026

Form 424B2
424B2 1 d179110d424b2.htm FORM 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

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

registered

per unit

offering price
Registration Fee(1)
6.000% Notes due 2026

$500,000,000

100.00%

$500,000,000

$50,350

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209671

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 23, 2016
$500,000,000

6.000% Senior Notes due 2026
Interest payable on May 15 and November 15

We are offering $500 million aggregate principal amount of 6.000% Senior Notes due 2026. We will pay interest on the notes on May 15 and
November 15 of each year, beginning November 15, 2016. The notes will mature on May 15, 2026, unless earlier repurchased by us.
We may redeem all or a part of the notes on or after May 15, 2021, 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 May 15, 2021, we may
redeem all or a part of the notes, on any one or more occasions, at a redemption price equal to 100.00% 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 occasions, prior to May 15, 2019, 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 106.00% 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 triggering event, you may require us to repurchase some or all of your notes at 101.00% 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 secured 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.

Underwriting
Proceeds, Before
Price to
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Form 424B2

Public(1)

Discount

Expenses, to Us
Per Note

100.00%

1.00%

99.00%
Total

$500,000,000

$5,000,000

$495,000,000

(1) Plus accrued interest, if any, from May 25, 2016, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to purchasers in book-entry form on or about May 25, 2016.

Joint Book-Running Managers

Morgan Stanley

Barclays
BofA Merrill Lynch

Deutsche Bank Securities

J.P. Morgan
Co-Managers

BNP PARIBAS

Credit Agricole CIB
HSBC
Ramirez & Co., Inc.

SOCIETE GENERALE
The date of this prospectus supplement is May 11, 2016.
Table of Contents
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
PROSPECTUS

Page

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
THE AES CORPORATION

1
INCORPORATION BY REFERENCE
S-ii
WHERE YOU CAN FIND MORE INFORMATION

2
WHERE YOU CAN FIND MORE INFORMATION
S-iii
SPECIAL NOTE ON FORWARD-LOOKING
SUMMARY
S-1
STATEMENTS

2
THE OFFERING
S-6
USE OF PROCEEDS

2
RISK FACTORS
S-9
RATIO OF EARNINGS TO FIXED CHARGES

3
FORWARD-LOOKING STATEMENTS
S-14
DESCRIPTION OF SECURITIES

3
USE OF PROCEEDS
S-16
VALIDITY OF SECURITIES

4
RATIO OF EARNINGS TO FIXED CHARGES
S-17
EXPERTS

4
DESCRIPTION OF THE NOTES
S-18
U.S. FEDERAL INCOME TAX CONSEQUENCES
S-34
UNDERWRITING
S-38
LEGAL MATTERS
S-43

We and the underwriters have not authorized anyone to provide any information other than that contained in or incorporated by
reference into this prospectus supplement, the accompanying prospectus or any relevant free writing prospectus prepared by or on behalf
of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer or sale of notes in
any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in or incorporated by
reference into this prospectus supplement and the accompanying prospectus is accurate only as of the date appearing on the front cover of
this prospectus supplement or the accompanying prospectus, as applicable, or the date of the applicable incorporated document. Our
business, financial condition, results of operations and prospects may have changed since that date.

S-i
Table of Contents
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Form 424B2
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is part of a registration statement that we filed with the Securities and Exchange Commission (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.
INCORPORATION BY REFERENCE
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, 2015 (the "Annual Report"), filed with the SEC on

February 24, 2016;

·
our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 7, 2016;

·
our Quarterly Report on Form 10-Q for the period ended March 31, 2016, filed with the SEC on May 6, 2016 (the "Quarterly Report");

and

·
our Current Reports on Form 8-K filed with the SEC on April 22, 2016 and May 9, 2016 (solely with respect to Items 1.01 and 2.03).
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
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
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
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Form 424B2
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.

S-iii
Table of Contents
SUMMARY
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,
our Quarterly 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.
THE AES CORPORATION
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, and Asia.
Strategy
We are focused on the following priorities:

·
Leveraging our platforms -- We are focusing our growth on platform expansions in markets where we already operate and have a
competitive advantage to realize attractive risk-adjusted returns. We currently have 5,945 MW under construction. These projects

represent $7.5 billion in total capital expenditures, with the majority of AES' $1.3 billion in equity already funded. We expect the
majority of these projects to come on-line through 2018. Beyond the projects we currently have under construction, we will
continue to advance select projects from our development pipeline.

·
Reducing complexity -- By exiting businesses and markets where we do not have a competitive advantage, we are simplifying our

portfolio and reducing risk. During the first quarter of 2016, we announced or closed $249 million in equity proceeds from the sales
or sell-downs of four businesses.

·
Performance excellence -- We strive to be the low-cost manager of a portfolio of assets and to derive synergies and scale from our
businesses. In late 2015, we launched a $150 million cost reduction and revenue enhancement initiative. This initiative will include

overhead reductions, procurement efficiencies and operational improvements. We expect to achieve at least $50 million in savings
in 2016, ramping up to a total of $150 million in 2018.

·
Expanding access to capital -- We are building strategic partnerships at the project- and business-levels. Through these
partnerships, we aim to optimize our risk-adjusted returns in our existing businesses and growth projects. By selling down portions

of certain businesses, we can adjust our global exposure to commodity, fuel, country and other macroeconomic risks. Partial sell-
downs of our assets can also serve to highlight or enhance the value of businesses in our portfolio.

·
Allocating capital in a disciplined manner -- Our top priority is to maximize risk-adjusted returns to our shareholders, which we
achieve by investing our discretionary cash and recycling the capital we receive from asset sales and strategic partnerships. In the

first quarter of 2016, we generated substantial cash by executing on our strategy, which we allocated in line with our capital
allocation framework:

Used $116 million to prepay Parent Company debt;

Returned $151 million to shareholders through share repurchases and quarterly dividends; and

Invested $139 million in our subsidiaries.
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Form 424B2

S-1
Table of Contents
Business Lines & Strategic Business Units
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 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.
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 March 31, 2016.

Generation
Generation
Utility
Utility
Utility
SBU

Capacity

Facilities
Customers
GWh
Businesses

(Gross MW)

US

Generation

5,579

18

Utilities

5,794

16
1.0 million
31,112

2
Andes

Generation

8,141

33

Brazil

Generation

3,298

13

Utilities

8.2 million
56,861

2
MCAC

Generation

3,239

16

Utilities

1.3 million
3,754

4
Europe

Generation

6,781

12

Asia

Generation

2,290

3

35,122(1)

111
10.5 million
91,727

8

(1)
26,144 proportional MW. Proportional MW is equal to gross MW of a generation facility multiplied by AES' equity ownership
percentage in such facility.
Generation
We currently own and/or operate a generation portfolio of 29,327 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 34% and 34%,
respectively, of our generating capacity. Renewables, including hydro, wind and energy storage, represent 28% 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 5,794 MW. The utility businesses have a variety of structures, ranging from integrated utility to pure
transmission and distribution businesses.
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Form 424B2
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
Table of Contents
COMPANY INFORMATION
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
Table of Contents
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
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 and "Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our unaudited condensed consolidated financial statements and related notes in our Quarterly
Report, which are incorporated by reference herein.
The summary consolidated balance sheet data as of March 31, 2016 have been derived from our unaudited condensed consolidated
financial statements incorporated by reference into this prospectus supplement. The summary consolidated statement of operations data for
each of the years in the three-year period ended December 31, 2015 have been derived from our audited consolidated financial statements
incorporated by reference into this prospectus supplement. The summary consolidated statement of operations data for each of the three-month
periods ended March 31, 2016 and 2015 have been derived from our unaudited condensed consolidated financial statements incorporated by
reference herein. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated
financial statements and, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the data for the period. On January 1, 2016, we adopted Accounting Standards Update ("ASU") 2015-03 Interest--Imputation of
Interest and ASU 2015-02 Consolidation--Amendments to the Consolidation Analysis . The results of the adoptions of such ASUs are not
reflected in the audited consolidated financial statements and related notes incorporated by reference into this prospectus supplement.
Operating results for the three months ended March 31, 2016 are not necessarily indicative of those to be expected for the full fiscal year.
Our historical results for any prior period are not necessarily indicative of results to be expected for any future period.

Three months

ended March 31,
Years Ended December 31,

2016
2015
2015

2014

2013

(audited)

($ in millions)

Statement of Operations Data:

Revenue:

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Form 424B2
Regulated
$ 1,776 $ 2,080 $ 7,660 $ 8,874 $ 8,056
Non-Regulated
1,695 1,904
7,303
8,272
7,835

Total revenue
3,471 3,984 14,963 17,146 15,891

Cost of Sales:

Regulated
(1,672) (1,807) (6,564) (7,530) (6,837)
Non-Regulated
(1,295) (1,456) (5,533) (6,528) (5,807)

Total cost of sales
(2,967) (3,263) (12,097) (14,058) (12,644)

Operating margin

504
721
2,866
3,088
3,247

General and administrative expenses

(48)
(55)
(196)
(187)
(220)
Interest expense

(364)
(363) (1,436) (1,471) (1,482)
Interest income

130
90
524
365
275
Gain (loss) on extinguishment of debt

4
(23)
(186)
(261)
(229)
Other expense

(8)
(20)
(65)
(68)
(76)
Other income

13
15
83
124
125
Gain on sale of businesses

47
1
29
358
26
Goodwill impairment expense

--
--
(317)
(164)
(372)
Asset impairment expense

(159)
(8)
(285)
(91)
(95)
Foreign currency transaction gains (losses)

43
(23)
105
11
(22)
Other non-operating expense

(2)
--
--
(128)
(129)

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

160
335
1,122
1,576
1,048

S-4
Table of Contents
Three months
ended

March 31,

Years Ended December 31,

2016
2015
2015
2014
2013

(audited)

($ in millions)

Income tax expense

(92)
(96)
(465)
(419)
(343)
Net equity in earnings of affiliates

6

15
105

19

25

Income from continuing operations

74
254
762
1,176
730
Income (loss) from operations of discontinued businesses, net of income tax expense of $0, $0,
$0, $23 and $24, respectively

--

--

--

27
(27)
Net loss from disposal and impairments of discontinued businesses, net of income tax expense
(benefit) of $0, $0, $0, $4 and $(15), respectively

--

--

--

(56)
(152)

Net income

74
254
762
1,147
551
Noncontrolling interests:

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

52
(112)
(456)
(387)
(446)
Plus: Loss from discontinued operations attributable to noncontrolling interests

--

--

--

9

9

Total net income attributable to noncontrolling interests

52
(112)
(456)
(378)
(437)

Net income attributable to The AES Corporation

$126
$ 142
$ 306
$ 769
$ 114

As of March 31,

2016

($ in millions)
Balance Sheet Data:

Total Assets

$
36,900
Debt:

Recourse

4,924
Non-recourse

15,633

Total Debt

$
20,557

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Form 424B2

S-5
Table of Contents
THE OFFERING
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
$500 million aggregate principal amount of 6.000% senior notes

due 2026.
Maturity
The notes will mature on May 15, 2026.
Interest
The notes will bear interest at an annual rate equal to 6.000%.
Interest on the notes will be paid on each May 15 and November

15, beginning November 15, 2016.
Record Date
The regular record date for each interest payment date will be the
close of business on each May 1 and November 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;

· 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 March 31, 2016:

· we had approximately $4.4 billion of senior unsecured debt,
$80 million of secured debt and $517 million of subordinated
debt outstanding;

· our subsidiaries had approximately $24.9 billion of debt and
other liabilities, including trade payables, outstanding ($15.6
billion of which was non-recourse debt); and

· we had approximately $658 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 debt that we
may incur or the amount of debt (whether secured or unsecured)

that our subsidiaries may incur. The indenture permits us to

S-6
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Form 424B2
Table of Contents
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 Triggering Event
Upon the occurrence of a Change of Control Triggering Event (as
defined in "Description of the Notes-- Repurchase of Notes
Upon a Change of Control Triggering Event"), you may require
us to repurchase some or all of your notes at 101.00% of their
principal amount, plus accrued and unpaid interest, if any, to,

but not including, the date of repurchase.
Optional Redemption
We may redeem all or a part of the notes on or after May 15, 2021,
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 May 15, 2021, we may redeem all
or a part of the notes, on any one or more occasions, at a
redemption price equal to 100.00% 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 May 15, 2019, 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 106.00% 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."
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

S-7
Table of Contents
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.
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Form 424B2
No Prior Market
The notes will be new securities for which there is currently no
market. Although the underwriters have informed us that they
intend to make a market in the notes, they are not obligated to
do so, and they 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 $494.3 million, after deducting discounts and
commissions and estimated offering expenses payable by us. We
intend to use the net proceeds from this offering to repay or
redeem certain of our outstanding debt, including a portion of
our senior unsecured floating rates notes due 2019 (the "2019
Notes"), and to pay applicable premiums and related fees and
expenses. As of March 31, 2016, $735 million of our 2019
Notes were outstanding. The 2019 Notes bear interest at a
floating rate equal to three-month LIBOR plus 3.00%. Any
remaining proceeds will be used for general corporate purposes.
Certain underwriters or their affiliates may receive a portion of
the net proceeds of this offering to the extent that they hold any

of the 2019 Notes. 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.

S-8
Table of Contents
RISK FACTORS
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, in our Annual Report and in our Quarterly Report, for more
information about important risks that you should consider before investing in the notes.
Risks Related to the Notes
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 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
http://www.sec.gov/Archives/edgar/data/874761/000119312516589020/d179110d424b2.htm[5/13/2016 9:04:22 AM]

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