Obligation AES Corp 4.5% ( US00130HCA14 ) en USD

AES Corp

100 % ▼

Etas-Unis

US00130HCA14 ( en USD )

4.5% par an ( paiement semestriel )

14/03/2023 - Obligation échue

Prospectus brochure de l'obligation AES Corp US00130HCA14 en USD 4.5%, échue

2 000 USD

500 000 000 USD

00130HCA1

N/A

L'Obligation émise par AES Corp ( Etas-Unis ) , en USD, avec le code ISIN US00130HCA14, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2023

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424B2 1 d527212d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209671
CALCULATION OF REGISTRATION FEE

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

registered

per unit

offering price

Registration Fee(1)
4.000% Notes due 2021

$500,000,000

100.00%

$500,000,000

$62,250
4.500% Notes due 2023

$500,000,000

100.00%

$500,000,000

$62,250

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 23, 2016
$1,000,000,000

$500,000,000 4.000% Senior Notes due 2021
$500,000,000 4.500% Senior Notes due 2023
Interest payable on March 15 and September 15

We are offering $500,000,000 million aggregate principal amount of 4.000% Senior Notes due 2021 (the "2021 notes") and $500,000,000 million aggregate
principal amount of 4.500% Senior Notes due 2023 (the "2023 notes" and, together with the 2023 notes, the "notes"). We will pay interest on the notes on
March 15 and September 15 of each year, beginning September 15, 2018. The 2021 notes will mature on March 15, 2021, and the 2023 notes will mature on
March 15, 2023, unless, in each case, earlier repurchased by us.
With respect to the 2021 notes, we may redeem all or a part of the 2021 notes, on any one or more occasions, at a redemption price equal to 100% of the
principal amount of the 2021 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--2021 Notes." With
respect to the 2023 notes, we may redeem all or a part of the 2023 notes on or after March 15, 2020, on any one or more occasions, as described in this
prospectus supplement under the caption "Description of the Notes--Optional Redemption--2023 Notes." In addition, at any time prior to March 15, 2020, we
may redeem all or a part of the 2023 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--2023 Notes." In addition, at any time, and on one or more
occasions, prior to March 15, 2020, we may redeem in the aggregate for all such redemptions up to 35% of the aggregate principal amount of the 2023 notes
with the net cash proceeds from certain equity offerings at the redemption price equal to 104.500% of the principal amount of the 2023 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--2023 Notes."
Upon the occurrence of a change of control triggering event, you may require us to repurchase some or all of your notes of each series at 101% of their
principal amount thereof, 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 senior secured term loan (together, the "Secured Credit Facilities"), 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-10 of this prospectus supplement.

Price to
Underwriting
Proceeds, Before

Public(1)
Discount

Expenses, to Us
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Per 2021 Note

100.00%

1.00%

99.00%
Total

$500,000,000

$5,000,000

$495,000,00
Per 2023 Note

100.00%

1.00%

99.00%
Total

$500,000,000

$5,000,000

$495,000,000

(1)
Plus accrued interest, if any, from March 15, 2018, 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 March 15, 2018.
Joint Book-Running Managers

Morgan Stanley

Barclays

BofA Merrill Lynch

Citigroup
Credit Suisse

Deutsche Bank Securities

Goldman Sachs & Co. LLC
J.P. Morgan

MUFG
Co-Managers

BNP PARIBAS

Credit Agricole CIB

HSBC

KeyBanc Capital Markets
Mizuho Securities

Ramirez & Co., Inc.

SOCIETE GENERALE
SMBC Nikko
The date of this prospectus supplement is March 1, 2018.
Table of Contents
TABLE OF CONTENTS

Page

Page
About This Prospectus Supplement
S-ii
The Offering

S-7
Incorporation by Reference
S-ii
Risk Factors

S-10
Where You Can Find More Information
S-iii
Forward-Looking Statements

S-14
Summary
S-1
Use of Proceeds

S-17
The AES Corporation
S-1
Ratio of Earnings to Fixed Charges

S-18
Tender Offers
S-3
Description of the Notes

S-19
Company Information
S-4
U.S. Federal Income Tax Consequences

S-35
Summary Historical Consolidated Financial Information
S-5
Underwriting

S-39
Legal Matters

S-44

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
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
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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, 2017 (the "Annual Report"), filed with the SEC on February 26,

2018;

·
our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 8, 2017; and

·
our Current Reports on Form 8-K filed with the SEC on January 16, 2018 (solely with respect to Item 8.01), January 18, 2018 and February 5,

2018.
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 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
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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 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 five market-oriented Strategic Business Units ("SBUs"): US (United
States), Andes (Chile, Colombia, and Argentina), Brazil, MCAC (Mexico, Central America and Caribbean), and Eurasia (Europe and Asia).
Strategy
We are focused on the following priorities:
Leveraging Our Platforms
Focusing our growth in markets where we already operate and have a competitive advantage to realize attractive risk-adjusted returns

·
In 2017, brought on-line seven projects for a total of 279 MW

·
4,381 MW currently under construction and expected to come on-line through 2021

·
Will continue to advance select projects from our development pipeline
Reducing Complexity
Exiting businesses and markets where we do not have a competitive advantage, simplifying our portfolio and reducing risk

·
Since 2011,

·
Announced or closed $5.4 billion in equity proceeds from sales or sell-downs

·
Decreased total number of countries where we have operations from 28 to 16

·
In 2017, announced or closed $1.1 billion in equity proceeds from sales or sell-downs of three businesses

S-1
Table of Contents
Performance Excellence
Striving to be the low-cost manager of a portfolio of assets and deriving synergies and scale from our businesses

·
Since 2012, achieved $300 million in savings and revenue enhancements, including $50 million in 2017

·
Includes overhead reductions, procurement efficiencies and operational improvements

·
Expect to achieve an additional $50 million in 2018 and another $50 million from 2019 to 2020, for a total of $400 million in
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annual savings in 2020
Expanding Access to Capital
Optimizing risk-adjusted returns in existing businesses and growth projects

·
Adjust our global exposure to commodity, fuel, country and other macroeconomic risks

·
Building strategic partnerships at the project and business level with an aim to optimize our risk-adjusted returns in our business and

growth projects
Allocating Capital in a Disciplined Manner
Maximizing risk-adjusted returns to our shareholders by investing our free cash flow to strengthen our credit and deliver attractive growth in
cash flow and earnings

·
In 2017, we generated substantial cash by executing on our strategy, which we allocated in line with our capital allocation framework

·
Used $341 million to prepay and refinance Parent Company debt

·
Returned $317 million to shareholders through quarterly dividends

·
Increased our quarterly dividend by 8.3% to $0.13 per share beginning in the first quarter of 2018

·
Invested $481 million in our subsidiaries
Business Lines and Strategic Business Units
Within our five SBUs, 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
Generation
We currently own and/or operate a generation portfolio of 34,907 MW, including our integrated utility. Our generation fleet is diversified by
fuel type. As a percentage of installed capacity, coal and natural gas each account for 33% and 37%, respectively, of our generating capacity.
Renewables, including hydro, solar, wind, energy storage, biomass and landfill gas represent 26% of our generating capacity and oil, diesel and
petroleum coke comprise the rest.

S-2
Table of Contents
Performance drivers of our generation businesses include types of electricity sales agreements, plant reliability and flexibility, fuel costs,
seasonality, weather variations and economic activity, fixed-cost management, sourcing and competition.
Utilities
AES' six utility businesses distribute power to 2.4 million people in two countries. AES' two utilities in the United States also include
generation capacity totaling 5,373 MW. Our utility businesses consist of Indianapolis Power & Light Company (an integrated utility), DPL Inc.,
including the Dayton Power & Light Company (transmission and distribution) and AES Ohio Generation (generation), and four utilities in El
Salvador (distribution).
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.
Recent Developments--Masinloc Sale
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On December 17, 2017, The AES Corporation entered into a share purchase agreement with SMC Global Power Holdings Corp. Under the
agreement, AES is selling its entire 51% equity interest in the 630 MW Masinloc coal-fired power plant in operation, the 335 MW Masinloc 2 coal-
fired power plant under construction and the 10 MW Masinloc energy storage project in operation (the "Masinloc Sale"). AES will receive
consideration of approximately $1.00 billion at closing, and anticipates using the consideration from the Masinloc Sale for debt repayment, including
through the Capped Tender Offers (as detailed below). The Masinloc Sale is subject to certain regulatory approvals and to customary purchase price
adjustments. The Masinloc Sale is expected to close as early as the end of the first quarter of 2018. There can be no assurance that the Masinloc Sale
will be completed in a timely manner or at all.
TENDER OFFERS
In connection with this offering, we have commenced tender offers (the "Any and All Tender Offers") to purchase for cash any and all of our
8.00% Senior Notes due 2020 (the "2020 Notes"), of which $228 million aggregate principal amount is currently outstanding, and 7.375% Senior
Notes due 2021 (the "2021 Notes"), of which $690 million aggregate principal amount is currently outstanding.
In addition, in connection with the Masinloc Sale, we have commenced tender offers (the "Capped Tender Offers" and, together with the Any
and All Tender Offers, the "Tender Offers") to purchase for cash up to $700,000,000 aggregate principal amount of our 5.500% Senior Notes due
2024 (the "2024 Notes"), of which $738 million aggregate principal amount is currently outstanding, and 5.500% Senior Notes due 2025 (the "2025
Notes") and, together with the 2020 Notes, the 2021 Notes and the 2024 Notes, the "Outstanding Notes", of which $573 million aggregate principal
amount is currently outstanding.
In connection with the Tender Offers, we have commenced related solicitations of consents (the "Consent Solicitations") to effect, upon receipt
of the requisite consents, certain proposed amendments to the indenture governing the 2020 Notes, the 2021 Notes and the 2024 Notes that would,
with respect to each such series, alter the notice requirement for optional redemptions with respect to each such series.

S-3
Table of Contents
The Tender Offers and Consent Solicitations are scheduled to expire at 11:59 p.m., New York City time, on March 28, 2018, unless extended or
earlier terminated. We have reserved the right, but are under no obligation, to increase or decrease the total principal amount of the Outstanding Notes
to be purchased in the Tender Offers.
The Any and All Tender Offers are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of this
offering. The Capped Tender Offers are subject to the satisfaction of certain conditions, including, but not limited to, and the closing of the Masinloc
Sale and the receipt of proceeds therefrom. 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 separate offers to purchase.
We intend to use the net proceeds from this offering to fund purchases of the 2020 Notes and the 2021 Notes in the Any and All Tender Offers
and to pay certain related fees and expenses. We intend to use any remaining net proceeds from this offering after completion of the Any and All
Tender Offers to retire certain of our outstanding indebtedness and for general corporate purposes.
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-4
Table of Contents
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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, which is incorporated by reference herein. The summary consolidated statement of
operations data for each of the years in the three-year period ended December 31, 2017 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.

Years Ended December 31,

2017
2016
2015

(audited, $ in millions)

Statement of Operations Data:

Revenue:

Regulated
3,109 3,310 3,240
Non-Regulated
7,421 6,971 8,020

Total revenue
10,530 10,281 11,260

Cost of Sales:

Regulated
(2,656) (2,844) (3,074)
Non-Regulated
(5,410) (5,057) (5,523)

Total cost of sales
(8,066) (7,901) (8,597)

Operating margin
2,464 2,380 2,663

General and administrative expenses

(215)
(194)
(196)
Interest expense
(1,170) (1,134) (1,145)
Interest income

244
245
256
Loss on extinguishment of debt

(68)
(13)
(182)
Other expense

(57)
(79)
(24)
Other income

120
64
84
Gain (loss) on sale of businesses

(52)
29
29
Goodwill impairment expense

--
--
(317)
Asset impairment expense

(537) (1,096)
(285)
Other non-operating expense

42
(15)
106

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

771
187
989
Income tax expense

(990)
(32)
(412)
Net equity in earnings of affiliates

71
36
105

Income (loss) from continuing operations

(148)
191
682
Income (loss) from operations of discontinued businesses, net of income tax benefit (expense) of $(21), $229 and
$(53), respectively

(18)
151
80
Net loss from disposal and impairments of discontinued businesses, net of income tax benefit of $0, $266 and $0,
respectively

(611) (1,119)
--
Net income (loss)

(777)
(777)
762

S-5
Table of Contents

Years Ended December 31,

2017
2016
2015

(audited, $ in millions)

Noncontrolling interests:

Less: Income from continuing operations attributable to noncontrolling interests and redeemable stock of subsidiaries
(359)
(211) (364)
Less: Income from discontinued operations attributable to noncontrolling interests

(25)
(142)
(92)

Net income (loss) attributable to The AES Corporation
(1,161) (1,130) 306

As of
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December 31,

2017

($ in millions)
Balance Sheet Data:

Total Assets

33,112
Debt:

Recourse

4,625
Non-recourse

15,340
Total Debt

19,965

S-6
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
$500,000,000 million aggregate principal amount of 4.000% senior
notes due 2021.

$500,000,000 million aggregate principal amount of 4.500% senior

notes due 2023.
Maturity
The 2021 notes will mature on March 15, 2021.

The 2023 notes will mature on March 15, 2023.
Interest
The 2021 notes will bear interest at an annual rate equal to 4.000%.

The 2023 notes will bear interest at an annual rate equal to 4.500%.

Interest on each series of notes will be paid on each March 15 and

September 15, beginning September 15, 2018.
Record Date
The regular record date for each interest payment date will be the
close of business on each and immediately preceding such interest

payment date.
Ranking
Each series of 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 Secured Credit Facilities, 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, 2017:
· ?we had approximately $3.9 billion of senior unsecured debt, $728
million of secured debt and no subordinated debt outstanding;

· ?our subsidiaries had approximately $15.3 billion of debt
outstanding, all of which was non-recourse debt; and

· ?we had approximately $858 million of undrawn borrowing capacity

under the revolving facility of our senior credit facility.
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S-7
Table of Contents
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 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 of each series at 101% of their
principal amount of such series, plus accrued and unpaid interest, if

any, to, but not including, the date of repurchase.
Optional Redemption
2021 Notes: We may redeem all or a part of the 2021 notes, on any
one or more occasions, at a redemption price equal to 100% of the
principal amount of the 2021 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--2021 Notes."

2023 Notes: We may redeem all or a part of the 2023 notes on or after
March 15, 2020, on any one or more occasions, at the redemption
prices described under the caption "Description of the Notes--
Optional Redemption--2023 Notes," plus accrued and unpaid

interest, if any, to, but not including, the date of redemption.
In addition, at any time prior to March 15, 2020, we may redeem
all or a part of the 2023 notes, on any one or more occasions, at a
redemption price equal to 100% of the principal amount of the 2023
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

--2023 Notes."
In addition, at any time prior to March 15, 2020, 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
2023 notes with the net cash proceeds from certain equity offerings

at the redemption price equal to

S-8
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104.500% of the principal amount of the 2023 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--2023 Notes."
Covenants
We have agreed to certain restrictions on incurring secured debt and
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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 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 of each series 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 $988.0 million, after deducting discounts and
commissions and estimated offering expenses payable by us. We
intend to use the net proceeds from this offering to fund purchases
of 2020 Notes and 2021 Notes in the Any and All Tender Offers
and to pay certain related fees and expenses. We intend to use any
remaining net proceeds from this offering after completion of the
Any and All Tender Offers to retire certain of our outstanding
indebtedness and for general corporate purposes. See "Use of

Proceeds."
Trustee
Deutsche Bank Trust Company Americas
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-9
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, 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 indebtedness, 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. 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 indebtedness 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 the subsidiaries are obligated,
pursuant to loan agreements, indentures or non-recourse financing arrangements, to satisfy certain restricted payment covenants or other conditions before
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