Bond AES Corporation 4.875% ( US00130HBT14 ) in USD

Issuer AES Corporation
Market price 100 %  ▼ 
Country  United States
ISIN code  US00130HBT14 ( in USD )
Interest rate 4.875% per year ( payment 2 times a year)
Maturity 15/05/2023 - Bond has expired



Prospectus brochure of the bond AES Corp US00130HBT14 in USD 4.875%, expired


Minimal amount 2 000 USD
Total amount 750 000 000 USD
Cusip 00130HBT1
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description AES Corporation is a Fortune 500 global energy company that develops, owns, and operates a diverse portfolio of power generation and energy storage assets, focusing on renewable sources and sustainable energy solutions.

The Bond issued by AES Corporation ( United States ) , in USD, with the ISIN code US00130HBT14, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/05/2023







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CALCULATION OF REGISTRATION FEE


Maximum
Title of Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
4.875% Senior Notes due 2023

$500,000,000

$68,200

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended
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Filed Pursuant to Rule 424(b)(2)
Registration to File no. 333-186888

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 27, 2013
$500,000,000

4.875% Senior Notes due 2023


Interest payable on May 15 and November 15


We are offering $500 million aggregate principal amount of 4.875% Senior Notes due 2023. We will pay interest on the notes on May 15 and November 15 of
each year, beginning November 15, 2013. The notes will mature on May 15, 2023, unless earlier repurchased by us.
We may redeem all or a part of the notes on or after May 15, 2018, 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, 2018, we may redeem all or a part of the notes 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."
Upon the occurrence of a change of control, you may require us to repurchase some or all of your notes at 101% of their principal amount, plus accrued and
unpaid interest, if any, to, but not including, the date of repurchase.
The notes will be our senior unsecured obligations ranking equally with all of our other unsecured debt and effectively junior to our secured debt, including
our senior credit 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-9 of this prospectus supplement.



Underwriting
Proceeds, Before


Price to Public (1)
Discount

Expenses, to Us (1)
Per Note

100.00%


1.50%


98.50%

Total

$ 500,000,000
$7,500,000
$ 492,500,000

(1)
Plus accrued interest, if any, from April 30, 2013, 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.
Morgan Stanley, on behalf of the underwriters, expects to deliver the notes to purchasers in book-entry form on or about April 30, 2013.


Joint Book-Running Managers

Morgan Stanley
Barclays
Citigroup
Credit Suisse
Deutsche Bank Securities

RBS
Co-Managers

BNP PARIBAS

BofA Merrill Lynch

Credit Agricole CIB

Goldman, Sachs & Co.
HSBC

J.P. Morgan

Mitsubishi UFJ Securities

SOCIETE GENERALE
The date of this prospectus supplement is April 25, 2013.
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TABLE OF CONTENTS


PROSPECTUS SUPPLEMENT
PROSPECTUS


Page


Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
THE AES CORPORATION
2
INCORPORATION BY REFERENCE
S-ii
WHERE YOU CAN FIND MORE INFORMATION
3
WHERE YOU CAN FIND MORE INFORMATION
S-ii
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
3
SUMMARY
S-1

USE OF PROCEEDS
3
RISK FACTORS
S-9

RATIO OF EARNINGS TO FIXED CHARGES
4
FORWARD-LOOKING STATEMENTS
S-13
DESCRIPTION OF SECURITIES
4
USE OF PROCEEDS
S-16
VALIDITY OF SECURITIES
5
DESCRIPTION OF THE NOTES
S-17
EXPERTS
5
U.S. FEDERAL INCOME TAX CONSEQUENCES
S-32
UNDERWRITING (CONFLICTS OF INTEREST)
S-35
LEGAL MATTERS
S-40

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.

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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, 2012 (the "Annual Report"), filed with the SEC on February 27, 2013 (including

information specifically incorporated by reference into the Annual Report from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on
March 5, 2013); and

· our Current Reports on Form 8-K filed with the SEC on February 27, 2013 (solely with respect to Item 1.01), March 26, 2013, April 19, 2013 and April 25,

2013.

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.

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

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Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
also maintains an Internet site at http://www.sec.gov, from which you can access our filings with the SEC.

We have filed a registration statement on Form S-3 with the SEC with respect to the notes offered hereby. This prospectus supplement and the accompanying
prospectus do not contain all of the information included in the registration statement, and you should refer to the registration statement and its exhibits for that
information.

Any statement contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein concerning, describing
or summarizing the provisions of any document filed with the SEC is not necessarily complete, and is qualified in its entirety by reference to the full text of the
document filed.

You may obtain, at no cost, copies of each of the documents incorporated by reference into this prospectus supplement or the accompanying prospectus (other
than an exhibit to a filing unless that exhibit is specifically incorporated by reference in that filing) by writing or telephoning the office of Assistant Counsel, The
AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia, 22203, telephone number (703) 522-1315.

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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 six market-oriented Strategic Business Units ("SBUs"): US (United States), Andes
(Chile, Colombia and Argentina), Brazil, MCAC (Mexico, Central America and Caribbean), EMEA (Europe, Middle East and Africa), and Asia. We were
incorporated in 1981.

Strategy

Our strategic plan intends to maximize the risk-adjusted value of our portfolio through our efforts to execute upon the following objectives:

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

effective cost management.

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

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

·
Third, we are realigning our geographic focus. To this end, we will continue to exit markets where we do not have a competitive advantage or

where we are unable to earn a fair risk-adjusted return relative to monetization alternatives. In addition, we will focus our growth
investments on platform expansions or opportunities to expand our existing operations.

·
Finally, we are working to reduce the cash flow and earnings volatility of our businesses by proactively managing our currency, commodity

and political risk exposures, mostly through contractual and regulatory mechanisms, as well as commercial hedging activities. We also will
continue to limit our risk by utilizing non-recourse project financing for the majority of our businesses.

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.


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The following table summarizes our generation business by capacity and facilities and our utilities business by customers, capacity and facilities for each
SBU.

Generation
Generation
Utility
Utility
Utility
SBU


Capacity


Facilities

Customers

GWh

Businesses


(Gross MW)









US










Generation

6,281


21







Utilities

7,517


18



1.1 million 31,777 2

Andes










Generation

7,740


30







Brazil










Generation

3,298


13







Utilities






7.7 million 54,408 2

MCAC










Generation

3,860


16







Utilities






1.2 million 3,642


4

EMEA










Generation

8,460


22







Utilities

936


11



2.2 million 11,235 4

Asia










Generation

1,337


4































39,429(1)
135


12.2 million
101,062
12


























(1) 30,251 proportional MW. Proportional MW is equal to gross MW times AES' equity ownership percentage.

Generation

We currently own and/or operate a generation portfolio of approximately 31,000 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 36% and 35%, respectively, of our
generating capacity. Renewables, primarily hydro, wind and solar, represent 25% 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' 12 utility businesses distribute power to more than 12 million people in six countries. These businesses also include generation capacity totaling
approximately 8,500 MW. These businesses have a variety of structures, ranging from integrated utility to pure transmission and distribution businesses.

In general, our utilities sell electricity directly to end-users, such as homes and businesses, and bill customers directly. Key performance drivers for utilities
include the regulated rate of return and tariff, seasonality, weather variations, economic activity, reliability of service and competition.

TENDER OFFERS

In connection with this offering, we have commenced tender offers (the "Tender Offers") to purchase for cash up to $800 million aggregate principal amount
of four series of our outstanding senior notes, including any and all of our outstanding 7.75% senior notes due 2014 (the "2014 Notes"), of which $500 million are
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outstanding; up to $100 million of our outstanding 7.75% senior notes due 2015 (the "2015 Notes"), of which $500 million are currently outstanding; up to $100
million of our outstanding 9.75% senior notes due 2016 (the "2016 Notes"), of which $535 million are currently outstanding; and up to $100 million of our
outstanding 8.00% senior notes due 2017 (the "2017 Notes" and, together with the 2014 Notes, the 2015 Notes and the 2016 Notes, the "Outstanding Notes"), of
which $1,500 million are currently outstanding. The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on May 22, 2013, unless extended
or earlier terminated. We have reserved the right to increase or decrease the amounts, individually and in the aggregate, of 2015 Notes, 2016 Notes and 2017
Notes purchased in the Tender Offers.

The Tender Offers are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of this offering. Nothing in this
prospectus supplement shall be construed as an offer or solicitation to purchase the Outstanding Notes, which is taking place by means of separate offers to
purchase. We intend to use the net proceeds from this offering, as well as, if necessary, other available funds, to fund the Tender Offers and to pay certain related
fees and expenses. If any net proceeds from this offering remain after completion of the Tender Offers, we intend to use such proceeds to retire certain outstanding
indebtedness and for general corporate purposes.

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.


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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 balance sheet data as of December 31, 2012 and the summary consolidated statement of operations data for each of the years in
the three-year period ended December 31, 2012 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,



2012


2011


2010



($ in millions)

Statement of Operations Data:





Revenue:





Regulated

$
9,925

$
9,504

$
8,910
Non-Regulated


8,216


7,419


6,533














Total revenue

18,141

16,923

15,443














Cost of Sales:





Regulated


(8,433)


(7,134)


(6,497)
Non-Regulated


(5,994)


(5,726)


(5,126)














Total cost of sales


(14,427)


(12,860)


(11,623)














Gross margin


3,714


4,063


3,820














General and administrative expenses


(301)


(391)


(391)
Interest expense


(1,572)


(1,553)


(1,449)
Interest income


349


399


407
Other expense


(93)


(153)


(232)
Other income


105


149


100
Gain on sale of investments


219


8


--
Goodwill impairment


(1,817)


(17)


(21)
Asset impairment expense


(73)


(173)


(304)
Foreign currency transaction losses


(167)


(39)


(33)
Other non-operating expense


(50)


(82)


(7)














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


314


2,211


1,890
Income tax expense


(708)


(634)


(593)
Net equity in earnings (losses) of affiliates


34


(2)


184














Income (loss) from continuing operations


(360)


1,575


1,481
Loss from operations of discontinued businesses, net of income tax expense
(benefit)


(13)


(131)


(486)
Net gain from disposal and impairments of discontinued businesses, net of income
tax expense


16


86


64














Net income (loss)


(357)


1,530


1,059
Noncontrolling interests:





Less: Income from continuing operations attributable to noncontrolling interests


(555)


(1,083)


(985)


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Years Ended December 31,



2012


2011


2010



($ in millions)

Statement of Operations Data:





Less: Income from discontinued operations attributable to noncontrolling interests


--

(389)


(65)














Total net income attributable to noncontrolling interests

(555)

(1,472)

(1,050)














Net income (loss) attributable to The AES Corporation

$(912)

$





58


$
9















As of December 31,


2012



($ in millions)

Balance Sheet Data:

Total Assets
$
41,830
Debt:

Recourse
5,962

Non-recourse
15,411






Total Debt
$ 21,373


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