Obligation AES Corporation 7.75% ( US00130HBL87 ) en USD

AES Corporation

100 % ⇌

Etas-Unis

US00130HBL87 ( en USD )

7.75% par an ( paiement semestriel )

15/10/2015 - Obligation échue

Prospectus brochure de l'obligation AES Corp US00130HBL87 en USD 7.75%, échue

1 000 USD

500 000 000 USD

00130HBL8

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 Corporation ( Etas-Unis ) , en USD, avec le code ISIN US00130HBL87, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2015

L'Obligation émise par AES Corporation ( Etas-Unis ) , en USD, avec le code ISIN US00130HBL87, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par AES Corporation ( Etas-Unis ) , en USD, avec le code ISIN US00130HBL87, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Page 1 of 418
424B3 1 a2181760z424b3.htm 424B3
QuickLinks -- Click here to rapidly navigate through this document
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-147951
PROSPECTUS

The AES Corporation
OFFER TO EXCHANGE
Unregistered 7.75% Senior Notes due 2015
($500,000,000 aggregate principal amount issued October 15, 2007)
for
7.75% Senior Notes due 2015
that have been registered under the Securities Act of 1933
and
Unregistered 8.0% Senior Notes due 2017
($1,500,000,000 aggregate principal amount issued October 15, 2007)
for
8.0% Senior Notes due 2017
that have been registered under the Securities Act of 1933
TERMS OF EXCHANGE OFFER
·
The exchange offer will expire at 12:00 p.m., midnight, New York City time, on January 18, 2008, unless we
extend the offer.

·
Tenders of outstanding unregistered notes may be withdrawn at any time before 12:00 p.m., midnight, on the
date of expiration of the exchange offer.

·
All outstanding unregistered notes that are validly tendered and not validly withdrawn will be exchanged.

·
The terms of the exchange notes to be issued are substantially similar to the unregistered notes, except for
being registered under the Securities Act of 1933 (the "Securities Act") and not having any transfer
restrictions, registration rights or rights to additional interest.

·
The exchange of notes will not be a taxable exchange for U.S. federal income tax purposes.

·
We will not receive any proceeds from the exchange offer.

file://\\23filesrv01\ljs\Tamara\exch AES Corp, 7.75% Sr Nts due 2015, 8.00% Sr Nts due 2... 1/25/2008

Page 2 of 418
Please see "Risk Factors" beginning on page 13 for a discussion of certain factors you should
consider in connection with the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the senior securities to be distributed in the exchange offer, nor have any of these organizations
determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 19, 2007
file://\\23filesrv01\ljs\Tamara\exch AES Corp, 7.75% Sr Nts due 2015, 8.00% Sr Nts due 2... 1/25/2008

Page 3 of 418

TABLE OF CONTENTS
Page
TABLE OF CONTENTS
i
FORWARD-LOOKING STATEMENTS
ii
SUMMARY
1
RISK FACTORS
13
RATIO OF EARNINGS TO FIXED CHARGES
31
USE OF PROCEEDS
31
SELECTED CONSOLIDATED FINANCIAL DATA
32
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
34
BUSINESS
89
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
134
EXECUTIVE COMPENSATION
139
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
175
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
177
THE EXCHANGE OFFER
178
DESCRIPTION OF THE EXCHANGE NOTES
189
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
203
PLAN OF DISTRIBUTION
207
LEGAL MATTERS
207
EXPERTS
207
CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
208
WHERE YOU CAN FIND MORE INFORMATION
209
INDEX TO FINANCIAL STATEMENTS
F-1
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you
with different or additional information. If anyone provides you with different or additional information, you should not rely
on it. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus.
Our business, financial condition, results of operations and prospects may have changed since then. We are not making an
offer of the notes in any jurisdiction where the offer is not permitted.
Unless the context otherwise requires, references to "AES," "we," "us" and "our" in this prospectus are references to The
AES Corporation, including all of its consolidated subsidiaries and affiliates. The term "The AES Corporation" or "parent
company" refers only to the parent, publicly held holding company, The AES Corporation, excluding its subsidiaries and
affiliates. References to "$" and "dollars" are to United States dollars.
This prospectus will refer to the 7.75% senior notes due 2015 issued on October 15, 2007 as the "unregistered 2015
notes", and the 8.0% senior notes due 2017 issued on October 15, 2007 as the "unregistered 2017 notes", and collectively as
the "unregistered notes." This prospectus will refer to the registered 7.75% senior notes due 2015 as the "exchange 2015
notes," and the registered 8.0% senior notes due 2017 as the "exchange 2017 notes," and collectively as the "exchange notes."
The unregistered 2015 notes and the exchange 2015 notes are collectively referred to as the "2015 notes," and the
unregistered 2017 notes and the exchange 2017 notes are collectively referred to as the "2017 notes." The unregistered notes
and the exchange notes are collectively referred to as the "notes."
i
file://\\23filesrv01\ljs\Tamara\exch AES Corp, 7.75% Sr Nts due 2015, 8.00% Sr Nts due 2... 1/25/2008

Page 4 of 418

Each holder of an unregistered note wishing to accept the exchange offer must deliver the unregistered notes to be
exchanged, together with the letter of transmittal that accompanies this prospectus and any other required documentation, to
the exchange agent identified in this prospectus. Alternatively, you may effect a tender of unregistered notes by book-entry
transfer into the exchange agent's account at The Depository Trust Company ("DTC"). All deliveries are at the risk of the
holder. You can find detailed instructions concerning delivery in the section called "The Exchange Offer" in this prospectus
and in the accompanying letter of transmittal.
If you are a broker-dealer that receives exchange notes for your own account you must acknowledge that you will
deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. The
letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, you will
not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act. You may use this prospectus,
as we may amend or supplement it in the future, for your resales of exchange notes. We will make this prospectus available
to any broker-dealer for use in connection with any such resale for a period of 90 days after the date of expiration of this
exchange offer or such shorter period which will terminate when the broker-dealers have completed all resales subject to
applicable prospectus delivery requirements.

FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus that are not purely historical are forward-looking statements concerning
our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Although we believe that
these forward-looking statements and the underlying assumptions are reasonable, we cannot assure you that they will prove
to be correct. Forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied in our forward-looking statements. In addition to the factors
described under "Risk Factors" in this prospectus, some of these factors include:
·
our ability to achieve expected rate increases in our Utility businesses;

·
our ability to manage our operation and maintenance costs;

·
the performance and reliability of our generating plants, including our ability to reduce unscheduled down-
times;

·
changes in the price of electricity at which our Generation businesses sell into the wholesale market and our
Utility businesses purchase to distribute to their customers, and our ability to hedge our exposure to such
market price risk;

·
changes in the prices and availability of coal, gas and other fuels and our ability to hedge our exposure to such
market price risk, and our ability to meet credit support requirements for fuel and power supply contracts;

·
changes in and access to the financial markets, particularly those affecting the availability and cost of capital
in order to refinance existing debt and finance capital expenditures, acquisitions, investments and other
corporate purposes;

·
changes in our or any of our subsidiaries' corporate credit ratings or the ratings of our or any of our
subsidiaries' debt securities or preferred stock, and changes in the rating agencies' ratings criteria;

·
changes in inflation, interest rates and foreign currency exchange rates;

·
our ability to purchase and sell assets at attractive prices and on other attractive terms;
ii
file://\\23filesrv01\ljs\Tamara\exch AES Corp, 7.75% Sr Nts due 2015, 8.00% Sr Nts due 2... 1/25/2008

Page 5 of 418
·
our ability to locate and acquire attractive "greenfield" projects and our ability to finance, construct and begin
operating our "greenfield" projects on schedule and within budget;

·
the expropriation or nationalization of our businesses or assets by foreign governments, whether with or
without adequate compensation;

·
changes in laws, rules and regulations affecting our business, including, but not limited to, deregulation of
wholesale power markets and its effects on competition, the ability to recover net utility assets and other
potential stranded costs by our utilities, the establishment of a regional transmission organization that includes
our utility service territory, the application of market power criteria by the Federal Energy Regulatory
Commission ("FERC"), changes in law resulting from new federal energy legislation, including the effects of
the repeal of Public Utility Holding Company Act ("PUHCA"), and changes in political or regulatory
oversight or incentives affecting our alternative energy businesses, including tax incentives;

·
changes in environmental, tax and other laws, including requirements for reduced emissions of sulfur nitrogen,
carbon, mercury, and other substances;

·
the economic climate, particularly the state of the economy in the areas in which we operate;

·
variations in weather, especially mild winters and cooler summers in the areas in which we operate, and the
occurrence of hurricanes and other storms and disasters;

·
our ability to meet our expectations in the development, construction, operation and performance of our
alternative energy businesses, which rely, in part, on actual wind volumes in areas affecting our existing and
planned wind farms performing consistently with our expectations, and actual wind turbine performance
operating consistently with our expectations, the continued attractiveness of market prices for carbon offsets
under markets governed by the Kyoto Protocol, and consistent and orderly regulatory procedures governing
the application, regulation, issuance of Certified Emission Reduction ("CER") credits and the extension of
such regulations beyond 2012;

·
our ability to keep up with advances in technology;

·
the potential effects of threatened or actual acts of terrorism and war;

·
changes in tax laws and the effects of our strategies to reduce tax payments;

·
the effects of litigation and government investigations;

·
changes in accounting standards, corporate governance and securities law requirements;

·
our ability to remediate and compensate for the material weaknesses in our internal controls over financial
reporting; and

·
our ability to attract and retain talented directors, management and other personnel, including, but not limited
to, financial personnel in our foreign businesses that have extensive knowledge of United States Generally
Accepted Accounting Principles ("GAAP").
In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not
occur. Except to the extent required by the federal securities laws, we undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
iii
file://\\23filesrv01\ljs\Tamara\exch AES Corp, 7.75% Sr Nts due 2015, 8.00% Sr Nts due 2... 1/25/2008

Page 6 of 418

SUMMARY
This summary highlights selected information from this prospectus. It may not contain all of the information that is
important to you. We urge you to read carefully the entire prospectus and the other documents to which it refers to
understand fully the terms of the exchange notes. Unless 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 Company
We are a global power holding company and through our subsidiaries, we operate a portfolio of electricity generation
and distribution businesses and investments on five continents and in 28 countries. We operate two main types of businesses.
The first is our distribution and transmission business, which we refer to as Utilities, in which we operate electric utilities and
sell power to customers in the retail (including residential), commercial, industrial and governmental sectors. These
customers are typically end-users of electricity. The second is our Generation business, where we sell power to wholesale
customers such as utilities or other intermediaries. In addition to our traditional generation and distribution operations, we are
also developing an alternative energy business. The revenues and earnings growth of both our Utilities and Generation
businesses vary with changes in electricity demand.
Our Utilities business consists primarily of 15 distribution companies owned or operated under management agreements
in eight countries with over 11 million end-user customers. All of these companies operate in a defined service area. This
segment is composed of:
·
integrated utilities located in:

·
The United States--Indianapolis Power & Light ("IPL"),

·
Cameroon--AES SONEL.

·
distribution companies located in:

·
Brazil--AES Eletropaulo and AES Sul,

·
Argentina--Empresa Distribuidora La Plata S.A. ("EDELAP") and Empresa Distribuidora de Energia
Sure ("EDES"),

·
Dominican Republic--EDE Este,

·
El Salvador--Compañia de Alumbrado Eléctrico de San Salvador, S.A. de C.V. ("CAESS"),
Compania, S. En C. de C.V. ("AES CLESA"), Distribuidora Electrica de Usulutan, S.A. de C.V.
("DEUSEM") and Empresa Electrica de Oriente ("EEO"),

·
Kazakhstan--Eastern Kazakhstan REC and Ust Kamenogorsk Heat Nets, and

·
Ukraine--Kievoblenergo and Rivneenergo.
Performance drivers for these businesses include, among other things, reliability of service, management of working
capital, negotiation of tariff adjustments, compliance with extensive regulatory requirements and, in developing countries,
reduction of commercial and technical losses.
Utilities face relatively little direct competition due to significant barriers to entry which are present in these markets. In
this segment, we primarily face competition in our efforts to acquire businesses. We compete against a number of other
participants, some of which have greater financial resources, have been engaged in distribution related businesses for periods
longer than we have, and have accumulated more significant portfolios. Relevant competitive factors for Utilities include
financial resources, governmental assistance, regulatory restrictions and access to non-recourse financing. In
file://\\23filesrv01\ljs\Tamara\exch AES Corp, 7.75% Sr Nts due 2015, 8.00% Sr Nts due 2... 1/25/2008

Page 7 of 418
1
file://\\23filesrv01\ljs\Tamara\exch AES Corp, 7.75% Sr Nts due 2015, 8.00% Sr Nts due 2... 1/25/2008

Page 8 of 418

certain locations, our utilities face increased competition as a result of changes in laws and regulations which allow wholesale
and retail services to be provided on a competitive basis. We can provide no assurance that deregulation will not adversely
affect the future operations, cash flows and financial condition of our Utilities business. The results of operations of our
Utilities business are sensitive to changes in economic growth and regulation, abnormal weather conditions in the area in
which they operate, as well as the success of the operational changes that have been implemented (especially in emerging
markets).
In our Generation business we generate and sell electricity primarily to wholesale customers. Performance drivers for
our Generation business include, among other things, plant reliability, fuel costs and fixed-cost management. Growth in this
business is largely tied to securing new power purchase agreements, expanding capacity in our existing facilities and building
new power plants. Our Generation business includes our interests in 97 power generation facilities owned or operated under
management agreements totaling 37 gigawatts of capacity installed in 22 countries.
Approximately 68% of the revenues from our Generation business are from plants that operate under power purchase
agreements of five years or longer for 75% or more of the output capacity. These long-term contracts reduce the risk
associated with volatility in the market price for electricity. We also reduce our exposure to fuel supply risks by entering into
long-term fuel supply contracts or through fuel tolling contracts where the customer assumes full responsibility for
purchasing and supplying the fuel to the power plant. As a result of these contractual agreements, these facilities have
relatively predictable cash flows and earnings. These facilities face most of their competition prior to the execution of a
power sales agreement, often during the development phase of a project or upon expiration of an existing agreement. Our
competitors for these contracts include other independent power producers and equipment manufacturers, as well as various
utilities and their affiliates. During the operational phase, we traditionally have faced limited competition due to the long-
term nature of the generation contracts. However, since competitive power markets have been introduced and new market
participants have been added, we have and will continue to encounter increased competition in attracting new customers and
maintaining our current customers as our existing contracts expire.
The balance of our Generation business sells power through competitive markets under short term contracts or directly
in the spot market. As a result, the cash flows and earnings associated with these facilities are more sensitive to fluctuations
in the market price for electricity, natural gas, coal and other fuels. However, for a number of these facilities, including our
plants in New York, which include a fleet of low-cost coal fired plants, we have hedged the majority of our exposure to fuel,
energy and emissions pricing for the next several years. These facilities compete with numerous other independent power
producers, energy marketers and traders, energy merchants, transmission and distribution providers and retail energy
suppliers. Competitive factors for these facilities include price, reliability, operational cost and third party credit
requirements.
As described above, AES operates within two primary businesses, the generation of electricity and the distribution of
electricity. AES previously reported its financial results in three business segments: contract generation, competitive supply
and regulated utilities. As of December 31, 2006, we have changed the definition of our segments in order to report
information by geographic region and by line of business. We believe this change more accurately reflects the manner in
which we manage the Company.
Our businesses include Utilities and Generation within four defined geographic regions: (1) North America, (2) Latin
America, (3) Europe, CIS and Africa, which we refer to as "Europe & Africa" and (4) Asia and the Middle East, which we
refer to as "Asia". Three regions, North America, Latin America and Europe & Africa, are engaged in both our Generation
and Utility businesses. Our Asia region only has Generation businesses. Accordingly, these businesses and regions account
for seven segments. "Corporate and Other" includes corporate overhead costs which are not directly associated
2
file://\\23filesrv01\ljs\Tamara\exch AES Corp, 7.75% Sr Nts due 2015, 8.00% Sr Nts due 2... 1/25/2008

Page 9 of 418

with the operations of our seven primary operating segments; interest income and expense; other intercompany charges such
as management fees and self-insurance premiums which are fully eliminated in consolidation; and development and
operational costs related to our Alternative Energy business which is currently not material to our presentation of operating
segments. Under AES's Alternative Energy group, AES operates 1,015 MW of wind generation in the United States.
Our goal is to continue building on our traditional lines of business, while expanding into other essential energy-related
areas. We believe that this is a natural expansion for us. As we move into new lines of business, we will leverage the
competitive advantages that result from our unique global footprint, local market insights and our operational and business
development expertise. We also will build on our existing capabilities in areas beyond power including greenhouse gas
emissions offset projects, electricity transmission, water desalination, and other businesses. As we continue to expand and
grow our business, we will maintain a focus on efforts to improve our business operations and management processes,
including our internal controls over financial reporting.
Our business strategy is focused on global growth in our core generation and utilities businesses along with growth in
related markets such as alternative energy, electricity transmission and water desalination. We continue to emphasize growth
through "greenfield" development, platform expansion, privatization of government-owned assets, and mergers and
acquisitions and continue to develop and maintain a strong development pipeline of projects and opportunities. The Company
sees growth investments as the most significant contributor to long-term shareholder value creation. The Company's growth
strategies are complemented by an increased emphasis on portfolio management through which AES has and will continue to
sell or monetize a portion of certain businesses or assets when market values appear significantly higher than the Company's
own assessment of value in the AES portfolio.
Underpinning this growth focus is an operating model which benefits from a diverse power generation portfolio that is
largely contracted, reducing fuel cost and demand risks, and from an electric utility portfolio heavily weighted to faster-
growing emerging markets.
The Company believes that success with its business development activities will be the single most important factor in
its financial success in terms of value creation and it is directing increasing resources in support of business development
globally. The Company also believes that high oil prices, increasing regulation of greenhouse gases, faster than expected
global economic growth and a weak dollar present opportunities for value creation, based on the Company's current business
portfolio and business strategies. Slower global economic growth, which will impact demand growth for utilities and some
generation businesses, is one of the most significant downside scenarios affecting value creation. Other important scenarios
that could impair future value include low oil prices and a strong dollar.
Beginning with our annual report on Form 10-K, as amended for the year ended December 31, 2006, we realigned our
reportable segments. We previously reported under three segments: Regulated Utilities, Contract Generation and Competitive
Supply. We currently report seven segments, which include:
·
Latin America Generation;

·
Latin America Utilities;

·
North America Generation;

·
North America Utilities;

·
Europe & Africa Generation;

·
Europe & Africa Utilities; and

·
Asia Generation
3
file://\\23filesrv01\ljs\Tamara\exch AES Corp, 7.75% Sr Nts due 2015, 8.00% Sr Nts due 2... 1/25/2008

Page 10 of 418
The new segment reporting more accurately reflects how we view and manage the Company internally in terms of
decision making and assessing performance. We manage our business primarily on a geographic basis in two distinct lines of
business--the generation of electricity and the distribution of electricity. These businesses are distinguished by the nature of
the customers, operational differences, cost structure, regulatory environment and risk exposure.
Latin America
Our Latin American operations accounted for 63%, 61% and 55% of consolidated revenues in 2006, 2005, and 2004,
respectively. AES began operating in Latin America in 1993 when it acquired the CTSN power plant in Argentina. Since that
time, AES has expanded its presence in the region and now has operations in eight Latin American countries. These
operations include a total of 48 generation plants owned and operated under management agreements with a total generating
capacity of 11,224 MW. AES owns and operates eight utilities, distributing a total of 45,785 GWh, in addition to operating
one utility under management agreement, which distributes 1,626 GWh to customers.
Latin American Generation
Our Generation business in Latin America consists of 48 generation facilities with the capacity to generate 11,224 MW.
This capacity includes our new 125 MW Los Vientos diesel-fired peaking facility, which came on line in January, 2007 and
serves the largest power market in Chile. AES also has two coal plants under construction in Chile, Guacolda III and
Ventanas III with 152 MW and 267 MW generation capacity respectively, and one plant under construction in Panama, the
Changuinola hydro plant with 223 MW capacity.
Latin American Utilities
We own eight Utility businesses, including electricity distribution businesses located in Argentina (EDELAP and
EDES), Brazil (AES Eletropaulo and AES Sul) and El Salvador (CAESS, AES CLESA, DEUSEM and EEO). Another
Utility business, La Electricidad de Caracas ("EDC") was sold in May 2007. We also manage another utility under contract in
the Dominican Republic. These businesses sell electricity under regulated tariff agreements and each has transmission and
distribution capabilities. AES Eletropaulo, serving the São Paulo, Brazil area for over 100 years, has over five million
customers and is the largest electricity distribution company in Brazil in terms of revenues and electricity distributed.
Pursuant to its concession contract, AES Eletropaulo is entitled to distribute electricity in its service area until 2028. AES
Eletropaulo's service territory consists of 24 municipalities in the greater São Paulo metropolitan area and adjacent regions
that account for approximately 15% of Brazil's GDP and 44% of the population in the State of São Paulo, Brazil.
North America
Our North American operations accounted for 25%, 26% and 29% of consolidated revenues in 2006, 2005 and 2004,
respectively. AES began operating in North America in 1985, when it developed its first power plant in Deepwater, Texas.
Since then AES has grown its North America business and currently owns a total of 21 generation facilities with 9,892 MW
generating capacity and one integrated utility, distributing approximately 16,287 GWh of electricity to customers with 3,599
MW of generation capacity.
North American Generation
In North America, we have 21 generation facilities, including seven gas-fired plants, ten coal-fired plants, three
petroleum coke-fired plants and one biomass-fired plant, in the United States, Puerto Rico and Mexico.
4
file://\\23filesrv01\ljs\Tamara\exch AES Corp, 7.75% Sr Nts due 2015, 8.00% Sr Nts due 2... 1/25/2008