AES CORPORATION, S-3, 2000-06-09

AES CORPORATION
S-3, 2000-06-09
COGENERATION SERVICES & SMALL POWER PRODUCERS

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As filed with the Securities and Exchange Commission on June 9, 2000
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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The AES Corporation Delaware 54-1163725
(Exact name of Registrant (State or other jurisdiction of I.R.S. employer
as specified in its charter) incorporation or organization) identification
number)

1001 North 19th Street
Arlington, Virginia 22209
(703) 522-1315
(Address, including zip code, and telephone
number, including area code, of
Registrant's principal executive offices)

Barry J. Sharp
1001 North 19th Street
Arlington, Virginia 22209
(703) 522-1315
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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Copies to:
Richard D. Truesdell, Jr.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.

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If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, please check the following box. |X|

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

<TABLE>

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CALCULATION OF REGISTRATION FEE

=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class Amount to be Offering Price Per Aggregate Amount of
of Securities to be Registered Registered Per Unit(1) Offering Price(1) Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Common Stock of The AES
Corporation ("Common Stock")...... 4,500,000 shares $46.50 $209,250,000 $55,242
=====================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933
based on a per share price of $46.50, the average of the high and low
price of $47.75 and $45.25 of the Common Stock on June 7, 2000.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.

================================================================================

<PAGE>

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectuses to be used
in connection with offerings of the following securities:

(1) Common Stock that may be issued and sold under a sales agency
agreement that The AES Corporation will enter into with PaineWebber
Incorporated;

(2) Common Stock that may be issued and sold under a sales agency
agreement that The AES Corporation will enter into with CIBC World
Markets Corp.

Each offering of securities made under this Registration Statement will be
made pursuant to one of these prospectuses.

<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION DATED JUNE 9, 2000

PROSPECTUS

4,500,000 Shares
Common Stock

[LOGO]

The AES Corporation

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We intend to enter into a sales agency agreement with PaineWebber
Incorporated relating to the shares of common stock offered by this prospectus.
In accordance with the terms of the proposed sales agency agreement, we may
offer and sell up to 4,500,000 shares of our common stock from time to time
through PaineWebber, as our sales agent. Sales of the shares, if any, will be
made by means of ordinary brokers' transactions on the New York Stock Exchange.
You should read this prospectus and any supplement carefully before you invest.

PaineWebber will be entitled to a commission that will be set forth in an
accompanying prospectus supplement.

Our common stock trades on the New York Stock Exchange under the symbol
"AES". On June 8, 2000, the last reported sales price of our common stock on
the New York Stock Exchange was $47.19 per share. Our address is 1001 North
19th Street, Arlington, Virginia, and our telephone number is (703) 522-1315.

Investing in our common stock involves certain risks. See "Risk Factors"
beginning on page 3.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

-----------------------

PaineWebber Incorporated

This prospectus is dated ____________, 2000.

<PAGE>

You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus is
accurate as of any date other than the date on the front of this prospectus.

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TABLE OF CONTENTS

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Page
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About This Prospectus..........................................................2
Risk Factors...................................................................3
Where You Can Find More Information............................................7
Incorporation of Documents by Reference........................................8
Special Note on Forward-Looking Statements.....................................8
Use of Proceeds................................................................8
The Company....................................................................8
Description of Capital Stock...................................................9
Plan of Distribution..........................................................12
Legal Matters.................................................................13
Experts.......................................................................13

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell the shares of common stock described in
the prospectus from time to time. This prospectus provides you with a general
description of the common stock we may offer. We may also add, update or change
information contained in this prospectus through a supplement to this
prospectus. Any statement that we make in this prospectus will be modified or
superseded by any inconsistent statement made by us in a prospectus supplement.
You should read both this prospectus and any prospectus supplement together
with additional information described under the heading "Where You Can Find
More Information."

2
<PAGE>

RISK FACTORS

Purchasers of the common stock should read this entire prospectus
carefully. Ownership of the common stock involves certain risks. The following
factors should be considered carefully in evaluating AES and its business
before purchasing the common stock offered by this prospectus.

We are highly leveraged. We had approximately $13,715 million of
outstanding indebtedness at March 31, 2000. As a result, we might be
significantly limited in our ability to meet our debt service obligations, to
finance the acquisition, development or completion of additional projects, to
compete effectively or to operate successfully under adverse economic
conditions. As of March 31, 2000, we had a consolidated ratio of total debt to
total book capitalization (including current debt) of approximately 72%.

We do a significant amount of our business outside the United States which
presents significant risks. Our involvement in the development of new
businesses and the acquisition of existing plants in locations outside the
United States is increasing and a large portion of our current development and
acquisition activities are for projects and plants outside the United States.

The financing, development and operation of projects outside the United
States entail significant political and financial uncertainties (including,
without limitation, uncertainties associated with first-time privatization
efforts in the countries involved, currency exchange rate fluctuations,
currency repatriation restrictions, regulation of the electricity business,
currency inconvertibility, tax law, political instability, civil unrest, and
expropriation) and other credit quality, liquidity or structuring issues that
have the potential to cause substantial delays in respect of or material
impairment of the value of the project being developed or operated, which we
may not be capable of fully insuring or hedging against. The ability to obtain
financing on a commercially acceptable non-recourse basis in developing nations
has become more difficult. Even when such non-recourse financing is available,
lenders may require us to make higher equity investments than historically have
been the case. In addition, financing in countries with less than investment
grade sovereign credit ratings may also require substantial participation by
multilateral financing agencies. There can be no assurance that such financing
can be obtained when needed.

The uncertainty of the legal environment in certain countries in which we
are or in the future may be developing, constructing or operating could make it
more difficult for us to enforce our respective rights under agreements
relating to such businesses. In addition, the laws and regulations of certain
countries may limit our ability to hold a majority interest in some of the
businesses that we may develop or acquire. International businesses we own may,
in certain cases, be expropriated by applicable governments. Although we may
have legal recourse in enforcing our rights under agreements and recovering
damages for breaches thereof, there can be no assurance that any such legal
proceedings will be successful or resolved in a timely manner.

Global competition is increasing and could adversely affect us. The global
power production market is characterized by numerous strong and capable
competitors, many of whom may have extensive and diversified developmental or
operating experience (including both domestic and international experience) and
financial resources similar to or greater than ours. Further, in recent years,
the power production industry has been characterized by strong and increasing
competition with respect to both obtaining power sales agreements and acquiring
existing power generation assets. In certain markets, these factors have caused
reductions in prices contained in new power sales agreements and, in many
cases, have caused higher acquisition prices for existing assets through
competitive bidding practices. The evolution of competitive electricity markets
and the development of highly efficient gas-fired power plants have also
caused, or are anticipated to cause, price pressure in certain power markets
where we sell or intend to sell power. There can be no assurance that the
foregoing competitive factors will not have a material adverse effect on us.

Development uncertainties. The majority of the projects that we develop
are large and complex and the completion of any such project is subject to
substantial risks. Development can require us to expend significant sums for
preliminary engineering, permitting, legal and other expenses in preparation
for competitive bids which we may not win or before it can be determined
whether a project is feasible, economically attractive or capable of being
financed. Successful development and construction is

<PAGE>

contingent upon, among other things, negotiation of satisfactory engineering,
construction, fuel supply and power sales contracts with other project
participants, receipt of required governmental permits and consents and timely
implementation and satisfactory completion of construction. There can be no
assurance that we will be able to obtain new power sales contracts, overcome
local opposition, if any, obtain the necessary site agreements, fuel supply and
ash disposal agreements, construction contracts, steam sales contracts,
licenses and certifications, environmental and other permits and financing
commitments necessary for the successful development of our projects. There can
be no assurance that development efforts on any particular project, or our
efforts generally, will be successful. If these development efforts are not
successful, we may abandon a project under development. At the time of
abandonment, we would expense all capitalized development costs incurred in
connection therewith and could incur additional losses associated with any
related contingent liabilities. Our future growth is dependent, in part, upon
the demand for significant amounts of additional electrical generating capacity
and our ability to obtain contracts to supply portions of this capacity. Any
material unremedied delay in, or unsatisfactory completion of, construction of
our projects could, under certain circumstances, have an adverse effect on our
ability to meet our obligations, including the payment of principal of,
premium, if any, and interest on our debt securities. We may also be faced with
certain development uncertainties arising out of doing business outside of the
United States. See "--We do a significant amount of our business outside the
United States which presents significant risks. "

Our acquisitions may not perform as expected. We have achieved a majority
of our growth through acquisitions and expect that we will continue to grow, in
part, through acquisitions. Although each of the acquired businesses had a
significant operating history at the time we acquired them, we have a limited
history of owning and operating many of these businesses. In addition, most of
these businesses were government owned and some were operated as part of a
larger integrated utility prior to their acquisition. There can be no
assurances that we will be successful in transitioning these to private
ownership, that such businesses will perform as expected or that the returns
from such businesses will support the indebtedness incurred to acquire them or
the capital expenditures needed to develop them.

We may not be able to raise sufficient capital to fund acquisitions and
greenfield projects or refinance existing debt. Each of our projects under
development and those independent power facilities we have committed to acquire
or may seek to acquire may require substantial capital investment. Continued
access to capital with acceptable terms is necessary to assure the success of
future projects and acquisitions, and may be necessary to refinance certain
existing debt. We have utilized project financing loans to fund the capital
expenditures associated with constructing and acquiring our electric power
plants and related assets to the extent possible. Project financing borrowings
have been substantially non-recourse to our other subsidiaries and affiliates
and to us as the parent company and are generally secured by the capital stock,
physical assets, contracts and cash flow of the related project subsidiary or
affiliate. We intend to continue to seek, where possible, such non-recourse
project financing. However, depending on market conditions and the unique
characteristics of individual projects, such financing may not be available or
our traditional providers of project financing, particularly multinational
commercial banks, may seek higher borrowing spreads and increased equity
contributions.

Furthermore, because of the reluctance of commercial lending institutions
to provide non-recourse project financing (including financial guarantees) in
certain less developed economies, we have sought and will continue to seek, in
such locations, direct or indirect (through credit support or guarantees)
project financing from a limited number of multilateral or bilateral
international financial institutions or agencies. As a precondition to making
such project financing available, these institutions may also require
governmental guarantees of certain project and sovereign related risks.
Depending on the policies of specific governments, such guarantees may not be
offered and as a result, we may determine that sufficient financing will
ultimately not be available to fund the related project. In addition, we are
frequently required to provide more sponsor equity for projects that sell their
electricity into the merchant market than for projects that sell their
electricity under long term contracts.

In addition to the project financing loans, if available, we provide a
portion, or in certain instances all, of the remaining long-term financing
required to fund development, construction, or acquisition. These investments
have generally taken the form of equity investments or loans, which are

<PAGE>

subordinated to the project financing loans. The funds for these investments
have been provided by cash flows from operations and by the proceeds from
borrowings under our short-term credit facilities and issuances of senior
notes, senior subordinated notes, convertible debentures, convertible trust
preferred securities and common stock.

Our ability to arrange for financing on either a fully recourse or a
substantially non-recourse basis and the costs of such capital are dependent on
numerous factors, including general economic and capital market conditions, the
availability of bank credit, rating agency ratings, investor confidence, the
continued success of current projects and provisions of tax and securities laws
which are conducive to raising capital in this manner. Should future access to
capital not be available, we may decide not to build new plants or acquire
existing facilities. While a decision not to build new plants or acquire
existing facilities would not affect the results of operations of our currently
operating facilities or facilities under construction, such a decision would
affect our future growth.

The performance of our generation business is dependent to a large degree
on certain of our larger projects and their customers. The nature of most of
our generation plants (based on revenues) is such that each facility generally
relies on one power sales contract with a single customer for the majority, if
not all, of its revenues over the life of the power sales contract. The
prolonged failure of any significant customer to fulfill its contractual
obligations could have a substantial negative impact on these revenues. We have
sought to reduce this risk in part by entering into power sales contracts with
utilities or other customers of strong credit quality and by locating its
plants in different geographic areas in order to mitigate the effects of
regional economic downturns.

Our revenues are becoming less predictable. Our business primarily
consists of businesses with long-term contracts or retail concessions, and we
expect the contract-based portfolio to be an effective hedge against future
energy and electricity market price risks. However, an increasing proportion of
our current and expected future revenues are derived from businesses without
significant long-term revenue contracts. Our increasing reliance on non-
contract businesses could cause our results of operations to become more
volatile.

Our distribution businesses are subject to greater regulatory scrutiny
than our generation business. Our distribution businesses face increased
regulatory and political scrutiny in the normal conduct of their operations.
This scrutiny may adversely impact our results of operations, to the extent
that such scrutiny or pressure prevents us from reducing losses as quickly as
we planned or denies us a rate increase called for by our concession
agreements. In general, these businesses have lower margins and are more
dependent on regulation to ensure expected annual rate increases for inflation
and increased power costs, among other things. There can be no assurance that
these rate reviews will be granted, or occur in a timely manner.

We are subject to significant government regulation. Our generation
business in the United States is subject to the provisions of various laws and
regulations, including the Public Utility Regulatory Policies Act of 1978, as
amended, commonly referred to as PURPA, and the Public Utility Holding Company
Act, as amended, commonly referred to as PUHCA. PURPA provides to qualifying
facilities, commonly referred to as QFs, certain exemptions from substantial
federal and state legislation, including regulation as public utilities. PUHCA
regulates public utility holding companies and their subsidiaries. It is
necessary for us to obtain approval under PUHCA in order to maintain majority
ownership in our domestic power plants that are QFs. Currently a material
portion of our domestic revenues are received from QFs. Moreover, all of our
domestic non-QF plants are Exempt Wholesale Generators, commonly referred to as
EWGs. An EWG is a facility that has been authorized by the U.S. Federal Energy
Regulatory Commission, commonly referred to as the FERC, to sell wholesale
power at market-based rates. We enjoy exemptions under PUHCA related to our
foreign utility acquisitions and holdings. We cannot ensure that we will be
able to maintain appropriate PUHCA exemptions for all of our businesses. If we
decide to acquire another U.S. utility or utility assets, we may be required to
divest either all or part of CILCORP or take other steps resulting in a loss of
control or as may be required by the Securities and Exchange Commission. We
believe that, upon the occurrence of an event that would threaten the QF status
of one of our domestic plants, we would be able to react in a manner that would
avoid the loss of QF status (such as by replacing the steam customer). In the
event we were unable to avoid the loss of such status for one of our plants, to
avoid public utility holding company status, we could apply to the FERC to
obtain status as

<PAGE>

an EWG, or could restructure the ownership of the project subsidiary. EWGs,
however, are subject to broader regulation by FERC and may be subject to state
public utility commissions regulation regarding non-rate matters. In addition,
any restructuring of a project subsidiary could result in, among other things,
a reduced financial interest in such subsidiary, which could result in a gain
or loss on the sale of the interest in such subsidiary, the removal of such
subsidiary from our consolidated income tax group or our consolidated financial
statements, or an increase or decrease in our results of operations.

Pending electric utility industry restructuring proposals could have an
adverse effect on us. Several states have passed legislation that allows
electricity customers to choose their electricity supplier in a competitive
electricity market (so-called "retail access" or "customer choice" laws), and
all but two of the remaining states are considering such legislation. In
addition to state restructuring legislation, some members of Congress have
proposed new Federal legislation to encourage customer choice and recovery of
stranded assets. Several bills have been submitted to Congress on electricity
restructuring. In anticipation of restructuring legislation, many U.S.
utilities are seeking ways to lower their costs in order to become more
competitive. These include the costs that utilities are required to pay under
QF contracts. Many utilities are therefore seeking ways to lower these contract
prices by renegotiating the contracts, or in some cases by litigation. In 1999,
we renegotiated contracts for two of our QFs--Thames (a partial prepayment) and
Placerita (a complete buyout). The Thames transaction has been approved by the
Connecticut Department of Public Utilities Commission.

The FERC and many state utility commissions are currently studying a
number of proposals to restructure the electric utility industry in the United
States. Such restructuring would permit utility customers to choose their
utility supplier in a competitive electric energy market. The FERC issued a
final rule in April 1996 which requires utilities to offer wholesale customers
and suppliers open access on utility transmission lines, on a comparable basis
to the utilities' own use of the lines. The final rule is subject to rehearing
and may become the subject of court litigation. Many utilities have already
filed "open access" tariffs. The utilities contend that they should recover
from departing customers their fixed costs that will be "stranded" by the
ability of their wholesale customers (and perhaps eventually, their retail
customers) to choose new electric power suppliers. The FERC final rule endorses
the recovery of legitimate and verifiable "stranded costs." These may include
the costs utilities are required to pay under many QF contracts which the
utilities view as excessive when compared with current market prices. Many
utilities are therefore seeking ways to lower these contract prices or rescind
the contracts altogether, out of concern that their shareholders will be
required to bear all or part of such "stranded" costs. Some utilities have
engaged in litigation against QFs to achieve these ends.

In addition, future United States electric rates may be deregulated in a
restructured United States electric utility industry and increased competition
may result in lower rates and less profit margin for United States electricity
sellers. Falling electricity prices, the introduction of commodity markets for
electricity and uncertainty as to the future structure of the industry has
rendered the long-term power purchase contracts obsolete. As a result, in the
generation business we are increasingly dependent upon prices for electricity
determined in electricity spot markets. Such prices can be very volatile and
the effect on us of this volatility cannot be predicted.

The United States Congress is considering proposed legislation which would
repeal PURPA entirely, or at least repeal the obligation of utilities to
purchase from QFs. There is strong support for grandfathering existing QF
contracts if such legislation is passed, and also support for requiring
utilities to conduct competitive bidding for new electric generation if the
PURPA purchase obligation is eliminated. Various bills have also proposed
repeal of PUHCA. Repeal of PUHCA would allow power generators and vertically
integrated utilities to acquire retail utilities in the United States that are
geographically widespread, as opposed to the current limitations of PUHCA which
require that retail electric systems be capable of physical interconnection. In
addition, registered holding companies would be free to acquire non-utility
businesses, which they may not do now, with certain limited exceptions. In the
event that PUHCA is repealed, competition would likely increase. Repeal of
PURPA and/or PUHCA may or may not be part of comprehensive legislation to
restructure the electric utility industry, allow retail competition, and
deregulate most electric rates. The effect of any such repeal cannot be
predicted, although any such repeal could have a material adverse effect on us.

<PAGE>

From time to time we are subject to material litigation and regulatory
proceedings. From time to time, we and our affiliates are parties to litigation
and regulatory proceedings. Investors should review the descriptions of such
matters contained in our Annual, Quarterly and Current Reports filed with the
Securities and Exchange Commission and incorporated by reference herein. There
can be no assurances that the outcome of such matters will not have a material
adverse effect on our consolidated financial position.

Our business is subject to stringent environmental regulations. Our
activities are subject to stringent environmental regulation by federal, state,
local and foreign governmental authorities. These regulations generally involve
effluents into the water, emissions into the air, the use of water, wetlands
preservation, waste disposal, endangered species, and noise regulation, among
others. Congress and other foreign governmental authorities also may consider
proposals to restrict or tax certain emissions. These proposals, if adopted,
could impose additional costs on the operation of our power plants. There can
be no assurance that we would be able to recover all or any increased costs
from our customers or that our business, financial condition or results of
operations would not be materially and adversely affected by future changes in
domestic or foreign environmental laws and regulations. We have made and will
continue to make capital and other expenditures to comply with environmental
laws and regulations. There can be no assurance that such expenditures will not
have a material adverse effect on our financial condition or results of
operations.

Our directors and officers have significant ownership interests in us and
can exert significant influence or control over matters requiring stockholder
approval. As of February 4, 2000 our two founders, Roger W. Sant and Dennis W.
Bakke, and their immediate families together owned beneficially approximately
18.4% of our outstanding Common Stock. As a result of their ownership
interests, Messrs. Sant and Bakke may be able to significantly influence or
exert control over our affairs, including the election of our directors. As of
February 4, 2000, all of our officers and directors and their immediate
families together owned beneficially approximately 24.9% of our outstanding
Common Stock. To the extent that they decide to vote together, these
stockholders would be able to significantly influence or control the election
of our directors, our management and policies and any action requiring
stockholder approval, including significant corporate transactions.

Our adherence to our "shared principles" could have an adverse impact on
our results of operations. A core part of our corporate culture is a commitment
to "shared principles": to act with integrity, to be fair, to have fun and to
be socially responsible. We seek to adhere to these principles not as a means
to achieve economic success, but because adherence is a worthwhile goal in and
of itself. However, if we perceive a conflict between these principles and
profits, we will try to adhere to our principles -- even though doing so might
result in diminished or foregone opportunities or financial benefits.

Shares eligible for future sale. From time to time, our subsidiaries incur
indebtedness that is secured by a pledge of shares of our common stock held by
that subsidiary. The sale of a substantial number of such shares in the public
market upon any foreclosure or otherwise could have an adverse effect on the
market price of our common stock.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission You may read and copy
any document that we file at the public reference rooms of the Securities and
Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
Suite 1300, New York, New York 10048. You may obtain information on the
operation of the public reference rooms by calling the Securities and Exchange
Commission at 1-800-SEC-0330. The Securities and Exchange Commission also
maintains an Internet site at http://www.sec.gov, from where you can access our
filings. Our common stock is listed on the New York Stock Exchange under the
symbol "AES." Our reports, proxy statements and other information may be read
and copied at the New York Stock Exchange at 30 Broad Street, New York, New
York 10005.

This prospectus constitutes part of a Registration

<PAGE>

Statement on Form S-3 filed with the Securities and Exchange Commission under
the Securities Act of 1933 (the "Securities Act"). It omits some of the
information contained in the Registration Statement, and reference is made to
the Registration Statement for further information on AES and the securities
offered hereby. Any statement contained in this prospectus concerning the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Securities and Exchange Commission is not necessarily
complete, and in each instance reference is made to the copy of the document
filed.

INCORPORATION OF DOCUMENTS BY REFERENCE

The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
and information that we file later with the Securities and Exchange Commission
will automatically update and supersede this information. In particular, our
annual filing on Form 10-K will supersede all previously filed annual reports
on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
We incorporate by reference the documents listed below and any future filings
made with the Securities and Exchange Commission under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
shares of common stock covered hereby:

(a) Annual Report on Form 10-K for the year
ended December 31, 1999;

(b) Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000;

You may request a copy of these filings at no cost, by writing or
telephoning the office of William R. Luraschi, Vice President and Secretary,
The AES Corporation, 1001 North 19th Street, Arlington, Virginia, telephone
number (703) 522-1315.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward- looking statements are subject to risks,
uncertainties, and assumptions related to AES, including those set forth under
"Risk Factors" in this prospectus and those set forth under the caption
"Cautionary Statements and Risk Factors" in our annual report on Form 10-K,
which is incorporated by reference in this prospectus.

We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions,
the forward-looking events discussed in this prospectus might not occur.

USE OF PROCEEDS

Unless otherwise indicated in a prospectus supplement, proceeds from the
sale of the common stock will be used by us for general corporate purposes and
may be temporarily invested in short-term securities.

THE COMPANY

We are a global power company committed to serving the world's needs for
electricity in a socially responsible way. Our electricity "generation"
business consists of sales to wholesale customers (generally electric
utilities, regional electric companies or wholesale commodity markets known

<PAGE>

as "power pools") for further resale to end-users. We also sell electricity
directly to end-users such as commercial, industrial, governmental and
residential customers through our "distribution" business.

Sales within our generation business are made under long-term contracts
from power plants owned by our subsidiaries and affiliates, as well as directly
into power pools. We own new plants constructed for such purposes ("greenfield"
plants) as well as older power plants acquired through competitively bid
privatization initiatives or negotiated acquisitions.

Electricity sales by our distribution businesses, including affiliates,
are generally made pursuant of the provisions of long-term electricity sale
concessions granted by the appropriate governmental authorities. In certain
cases, these distribution companies are "integrated", in that they also own
electric power plants for the purpose of generating a portion of the
electricity they sell.

DESCRIPTION OF CAPITAL STOCK

Under our certificate of incorporation (the "Certificate of
Incorporation"), we are authorized to issue 1,200,000,000 shares of common
stock, par value $.01 per share, and 50,000,000 shares of preferred stock, no
par value.

The following summary contains a description of certain general terms of
the common stock. The description of certain provisions of the common stock is
subject to and qualified by reference to the provisions of our certificate of
incorporation.

Common Stock

As of June 7, 2000, there were 517,205,098 shares of common stock
outstanding.

The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences that may
be applicable to any outstanding preferred stock, the holders of common stock
are entitled to receive ratably dividends as may be declared from time to time
by our board of directors out of funds legally available to pay dividends. If
we liquidate our business, the holders of common stock are entitled to share
ratably in all assets after we pay our liabilities and the liquidation
preference of any outstanding preferred stock. The common stock has no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common stock. All
outstanding shares of common stock are fully paid and non-assessable, and any
shares of common stock in respect of which this prospectus is being delivered
will be fully paid and non-assessable.

The transfer agent for our common stock is EquiServe.

Price Range of AES Common Stock and Common Stock Dividends

Our common stock began trading on the New York Stock Exchange on October
16, 1996 under the symbol "AES." The following table sets forth for the periods
indicated the intra-day high and low sale prices for the common stock as
reported on the Composite Tape. In April 2000, we announced a two- for-one
stock split, in the form of a stock dividend, for holders of record on May 1,
2000 of our common stock, par value $.01 per share, which was payable on June
1, 2000. The prices set forth below reflect adjustment for such stock split.

High Low
------ ------
1998
First Quarter....................................... $27.16 $19.69
Second Quarter...................................... 29.00 22.82
Third Quarter....................................... 27.69 11.50
Fourth Quarter...................................... 23.69 16.00

<PAGE>

High Low
------- ------
1999
First Quarter....................................... $24.63 $16.41
Second Quarter...................................... 29.88 18.38
Third Quarter....................................... 33.35 26.53
Fourth Quarter...................................... 38.19 25.22
2000
First Quarter....................................... $44.72 $34.25
Second Quarter (through June 8, 2000)............... 47.81 35.56

No cash dividends have been paid on common stock since December 22, 1993
in order to provide capital for our equity investments in projects.

Our ability to declare and pay dividends is
dependent, among other things, on

o the ability of our project subsidiaries to declare and pay dividends
and otherwise distribute cash to us;

o our ability to service our parent company debt; and

o our ability to meet certain criteria for paying dividends under our
corporate credit facility and under existing indentures of our debt
securities.

The ability of our subsidiaries to declare and pay dividends and otherwise
distribute cash to us is subject to certain limitations in the project loans
and other documents entered into by our project subsidiaries. These limitations
permit the payment of dividends out of current cash flow for quarterly,
semi-annual or annual periods only at the end of these periods and only after
payment of principal and interest on project loans due at the end of these
periods.

Cash dividend payments on common stock are limited to a certain percentage
of cash flow under our corporate credit agreement. The indentures relating to
our existing senior subordinated notes preclude the payment of cash dividends
if:

o at the time of a payment of cash dividends or after giving effect
thereto an event of default occurred;

o an event that would become an event of default occurred and is
continuing;

o certain fixed charge coverage ratios are not met or

o if the payment of dividends, together with other restricted payments,
would exceed certain limits.

Description of Certain Provisions of Our Certificate of Incorporation
and By-Laws

Our Certificate of Incorporation and By-Laws contain several provisions
that may make the acquisition of control of the AES through a tender offer,
open market purchases, a proxy fight or otherwise more difficult. Below is a
description of certain of these provisions in the Certificate of Incorporation
and By-Laws.

Special Meetings of Stockholders. Our By-Laws provide that, unless
otherwise prescribed by law, special meetings of stockholders may be called by
a resolution adopted by a majority of the entire board of directors, by the
chairman of the board of directors or by the president. Only business as
specified in the notice of stockholders of the special meeting shall be
considered.

Stockholder Nomination of Directors. Our By-Laws contain a procedure for
stockholder nomination of directors. The By-Laws provide that any record owner
of stock entitled to be voted generally in the election of directors may
nominate one or more persons for election as a director at a stockholders
meeting only if written notice is given to our secretary of the intent to make
a nomination. The notice must be given, with respect to an annual meeting, not
later than 90 days in advance of the annual meeting. With respect to a special
meeting, the notice must be given not later than the close of business on the
seventh day following the earlier of

o the date on which notice of such special meeting is first given to
stockholders and

<PAGE>

o the date on which a public announcement of such meeting is first made.

Each notice must include:

o the name and address of each stockholder who intends to appear in
person or by proxy to make the nomination and of the person or
persons to be nominated;

o a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming
them) pursuant to which the nomination is to be made by the
stockholder;

o other information regarding each nominee proposed as would have been
included in a proxy statement filed pursuant to Rule 14a-8 under the
Exchange Act and

o the consent of each nominee to serve if elected.

The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with this procedure.

The procedure for stockholder nomination of directors described above may
have the effect of precluding a nomination for election of directors at a
particular meeting if the required procedure is not followed.

Elimination of Liability; Indemnification. Except as described below, the
Certificate of Incorporation eliminates the liability of members of our board
of directors to us or our stockholders for monetary damages resulting from
breaches of their fiduciary duties as directors. Directors remain liable for
breaches of their duty of loyalty to us or our stockholders, as well as for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law and transactions from which a director derives
improper personal benefit. The Certificate of Incorporation also does not
release directors of liability under Section 174 of the Delaware General
Corporation Law (the "GCL"), which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions if the unlawful
conduct is willful or results from negligence.

Under our By-Laws, and in accordance with Section 145 of the GCL, we shall
indemnify to the fullest extent permitted by the GCL any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding. These include civil, criminal,
administrative or investigative proceedings by reason of the fact that the
person is or was a director or officer of or employed by us, or is or was
serving in that capacity or as an agent at the request of us for another
entity. Our indemnification covers expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with the defense
or settlement of an action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
our best interests and, with respect to any criminal action or proceeding, had
no reasonable cause to believe was unlawful. We will indemnify persons in a
derivative action under the same conditions, except that no indemnification is
permitted without judicial approval if the person is adjudged to be liable to
us in the performance of his or her duty. Derivative actions are actions by us
or in the right of us to procure a judgment in our favor. Agents of ours may be
similarly indemnified at the discretion of the board of directors.

Under Section 145 of the GCL, a similar duty of care is applicable in the
case of derivative actions, except that indemnification only extends to
expenses incurred in connection with the defense or settlement of a derivative
action and then, where the person is adjudged to be liable to us, only if and
to the extent that the Court of Chancery of the State of Delaware or the court
in which the action was brought determines that the person is fairly and
reasonably entitled to the indemnity and only for those expenses as the court
deems proper.

Pursuant to our By-Laws, a person eligible for indemnification may have
the expenses incurred in connection with any matter described above paid in
advance of a final disposition by us. However, these advances will only be made
if the indemnified person undertakes to repay all advanced amounts if it is
determined that the person is not entitled to indemnification.

In addition, under our By-Laws, we may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of us
or of another corporation against any liability arising out of the person's
status as director,

<PAGE>

officer, employee or agent of us whether or not we would have the power to
indemnify such person against such liability under the provisions of our
By-Laws. We maintain directors' and officers' insurance.

PLAN OF DISTRIBUTION

We intend to enter into a sales agency agreement with PaineWebber
Incorporated under which we may issue and sell up to 4,500,000 shares of common
stock from time to time through PaineWebber, as our sales agent. The form of
the sales agency agreement is an exhibit to the registration statement of which
this prospectus is a part and is incorporated by reference into this
prospectus. The sales, if any, of common stock made under the sales agency
agreement will be made only by means of ordinary brokers' transactions on the
New York Stock Exchange.

PaineWebber will sell the shares of common stock subject to the sales
agency agreement on a daily basis or as otherwise agreed upon by us and
PaineWebber. We will designate the maximum amount of shares of common stock to
be sold by PaineWebber daily as reasonably agreed to by PaineWebber. Subject to
the terms and conditions of the sales agency agreement, PaineWebber will use
its reasonable efforts to sell all of the designated shares of common stock. We
may instruct PaineWebber not to sell shares of common stock if the sales cannot
be effected at or above the price designated by us in any such instruction.
PaineWebber will not be obligated to use reasonable efforts to sell shares at
any price below the designated price. We or PaineWebber may suspend the
offering of shares of common stock upon proper notice and subject to other
conditions.

PaineWebber will provide written confirmation to us following the close of
trading on the New York Stock Exchange each day in which shares of common stock
are sold under the sales agency agreement. Each confirmation will include the
number of shares sold on that day, the net proceeds to us and the compensation
payable by us to PaineWebber in connection with the sales.

The compensation to PaineWebber for sales of common stock will be set
forth in an accompanying prospectus supplement. The remaining sales proceeds,
after deducting any transaction fees imposed by any governmental or
self-regulatory organization in connection with the sales, will equal our net
proceeds for the sale of the shares.

Settlement for sales of common stock will occur on the third business day
following the date on which any sales are made in return for payment of the net
proceeds to us. There is no arrangement for funds to be received in an escrow,
trust or similar arrangement.

We estimate that we will spend approximately $145,000 for printing,
accounting, legal and other expenses relating to sale of shares of common stock
pursuant to the sales agency agreement.

Unless otherwise indicated in a prospectus supplement, PaineWebber will
act as sales agent on a reasonable efforts basis. In connection with the sale
of the common stock on our behalf, PaineWebber may be deemed to be an
"underwriter" within the meaning of the Securities Act, and the compensation of
PaineWebber may be deemed to be underwriting commissions or discounts. We have
agreed to provide indemnification and contribution to PaineWebber against
certain civil liabilities, including liabilities under the Securities Act.
PaineWebber may engage in transactions with, or perform services for, us in the
ordinary course of business.

The offering of common stock pursuant to the sales agency agreement will
terminate upon the earlier of (1) the sale of all shares of common stock
subject to the agreement and (2) termination of the sales agency agreement. The
sales agency agreement may be terminated by us in our sole discretion at any
time on or after the first anniversary of the date of the sales agency
agreement and may be terminated by PaineWebber in its sole discretion at any
time.

<PAGE>

LEGAL MATTERS

The legality of the common stock offered hereby will be passed upon for us
by Davis Polk & Wardwell, New York, New York.

EXPERTS

The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form
10-K have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and has been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

<PAGE>

================================================================================

4,500,000 Shares

THE AES CORPORATION

Common Stock

[LOGO]

-----------------------

PROSPECTUS

-----------------------

PaineWebber Incorporated

____________, 2000

================================================================================

<PAGE>

SUBJECT TO COMPLETION DATED JUNE 9, 2000

PROSPECTUS

4,500,000 Shares
Common Stock

[LOGO]

The AES Corporation

-----------------------

We intend to enter into a sales agency agreement with CIBC World Markets
Corp. relating to the shares of common stock offered by this prospectus. In
accordance with the terms of the proposed sales agency agreement, we may offer
and sell up to 4,500,000 shares of our common stock from time to time through
CIBC World Markets Corp., as our sales agent. Sales of the shares, if any, will
be made by means of ordinary brokers' transactions on the New York Stock
Exchange. You should read this prospectus and any supplement carefully before
you invest.

CIBC World Markets Corp. will be entitled to a commission that will be set
forth in an accompanying prospectus supplement.

Investing in our common stock involves certain risks. See "Risk Factors"
beginning on page 3.

-----------------------

CIBC World Markets

This prospectus is dated ____________, 2000.

<PAGE>

You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information contained in or incorporatedby reference in this prospectus is
accurate as of any date other than the date on the front of this prospectus.

-----------------------

TABLE OF CONTENTS

-----------------------

Page
----

About This Prospectus.......................................................2
Risk Factors................................................................3
Where You Can Find More Information.........................................7
Incorporation of Documents by Reference.....................................8
Special Note on Forward-Looking Statements..................................8
Use of Proceeds.............................................................8
The Company.................................................................8
Description of Capital Stock................................................9
Plan of Distribution.......................................................12
Legal Matters..............................................................13
Experts....................................................................13

ABOUT THIS PROSPECTUS

<PAGE>

RISK FACTORS

<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

This prospectus constitutes part of a Registration

<PAGE>

INCORPORATION OF DOCUMENTS BY REFERENCE

(a) Annual Report on Form 10-K for the year ended December 31, 1999;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

USE OF PROCEEDS

THE COMPANY

<PAGE>

DESCRIPTION OF CAPITAL STOCK

Common Stock

As of June 7, 2000, there were 517,205,098 shares of common stock
outstanding.

The transfer agent for our common stock is EquiServe.

Price Range of AES Common Stock and Common Stock Dividends

High Low
------ ------
1998
First Quarter........................................ $27.16 $19.69
Second Quarter....................................... 29.00 22.82
Third Quarter........................................ 27.69 11.50
Fourth Quarter....................................... 23.69 16.00

<PAGE>

High Low
------- ------
1999
First Quarter........................................ $24.63 $16.41
Second Quarter....................................... 29.88 18.38
Third Quarter........................................ 33.35 26.53
Fourth Quarter....................................... 38.19 25.22
2000
First Quarter........................................ $44.72 $34.25
Second Quarter (through June 8, 2000)................ 47.81 35.56

No cash dividends have been paid on common stock since December 22, 1993
in order to provide capital for our equity investments in projects.

Our ability to declare and pay dividends is dependent, among other
things, on

o the ability of our project subsidiaries to declare and pay dividends
and otherwise distribute cash to us;

o our ability to service our parent company debt; and

o our ability to meet certain criteria for paying dividends under our
corporate credit facility and under existing indentures of our debt
securities.

o at the time of a payment of cash dividends or after giving effect
thereto an event of default occurred;

o an event that would become an event of default occurred and is
continuing;

o certain fixed charge coverage ratios are not met or

o if the payment of dividends, together with other restricted payments,
would exceed certain limits.

Description of Certain Provisions of Our Certificate of Incorporation
and By-Laws

o the date on which notice of such special meeting is first given to
stockholders and

<PAGE>

o the date on which a public announcement of such meeting is first made.

Each notice must include:

o the name and address of each stockholder who intends to appear in
person or by proxy to make the nomination and of the person or
persons to be nominated;

o other information regarding each nominee proposed as would have been
included in a proxy statement filed pursuant to Rule 14a-8 under the
Exchange Act and

o the consent of each nominee to serve if elected.

The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with this procedure.

<PAGE>

PLAN OF DISTRIBUTION

We intend to enter into a sales agency agreement with CIBC World Markets
Corp. under which we may issue and sell up to 4,500,000 shares of common stock
from time to time through CIBC World Markets Corp., as our sales agent. The
form of the sales agency agreement is an exhibit to the registration statement
of which this prospectus is a part and is incorporated by reference into this
prospectus. The sales, if any, of common stock made under the sales agency
agreement will be made only by means of ordinary brokers' transactions on the
New York Stock Exchange.

CIBC World Markets Corp. will sell the shares of common stock subject to
the sales agency agreement on a daily basis or as otherwise agreed upon by us
and CIBC World Markets Corp. We will designate the maximum amount of shares of
common stock to be sold by CIBC World Markets Corp. daily as reasonably agreed
to by CIBC World Markets Corp. Subject to the terms and conditions of the sales
agency agreement, CIBC World Markets Corp. will use its reasonable efforts to
sell all of the designated shares of common stock. We may instruct CIBC World
Markets Corp. not to sell shares of common stock if the sales cannot be
effected at or above the price designated by us in any such instruction. CIBC
World Markets Corp. will not be obligated to use reasonable efforts to sell
shares at any price below the designated price. We or CIBC World Markets Corp.
may suspend the offering of shares of common stock upon proper notice and
subject to other conditions.

CIBC World Markets Corp. will provide written confirmation to us following
the close of trading on the New York Stock Exchange each day in which shares of
common stock are sold under the sales agency agreement. Each confirmation will
include the number of shares sold on that day, the net proceeds to us and the
compensation payable by us to CIBC World Markets Corp. in connection with the
sales.

The compensation to CIBC World Markets Corp. for sales of common stock
will be set forth in an accompanying prospectus supplement. The remaining sales
proceeds, after deducting any transaction fees imposed by any governmental or
self-regulatory organization in connection with the sales, will equal our net
proceeds for the sale of the shares.

We estimate that we will spend approximately $145,000 for printing,
accounting, legal and other expenses relating to sale of shares of common stock
pursuant to the sales agency agreement.

Unless otherwise indicated in a prospectus supplement, CIBC World Markets
Corp. will act as sales agent on a reasonable efforts basis. In connection with
the sale of the common stock on our behalf, CIBC World Markets Corp. may be
deemed to be an "underwriter" within the meaning of the Securities Act, and the
compensation of CIBC World Markets Corp. may be deemed to be underwriting
commissions or discounts. We have agreed to provide indemnification and
contribution to CIBC World Markets Corp. against certain civil liabilities,
including liabilities under the Securities Act. CIBC World Markets Corp. may
engage in transactions with, or perform services for, us in the ordinary course
of business.

<PAGE>

LEGAL MATTERS

The legality of the common stock offered hereby will be passed upon for us
by Davis Polk & Wardwell, New York, New York.

EXPERTS

<PAGE>

================================================================================

4,500,000 Shares

THE AES CORPORATION

Common Stock

[LOGO]

-----------------------

PROSPECTUS

-----------------------

CIBC World Markets

____________, 2000

================================================================================

14
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates,
except the Securities and Exchange Commission registration fee.

Securities and Exchange Commission Registration filing fee.............$ 55,242
Printing and engraving expenses........................................$ 25,000
Blue sky fees and expenses (including counsel).........................$ 5,000
Legal fees and expenses................................................$ 50,000
Fees of accountants....................................................$ 5,000
Miscellaneous..........................................................$ 4,758
--------
Total...............................................................$145,000
========

Item 15. Indemnification of Directors and Officers

Under the By-Laws of The AES Corporation (the "Company"), and in
accordance with Section 145 of the Delaware General Corporation Law ("GCL"),
the Company shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than any action or suit by or in the right of the Company to procure a judgment
in its favor, which is hereinafter referred to as a "derivative action") by
reason of the fact that such person is or was a director, officer or employee
of the Company, or is or was serving in such capacity or as an agent at the
request of the Company for another entity, to the full extent authorized by
Delaware law, against expenses (including, but not limited to, attorneys'
fees), judgments, fines and amounts actually and reasonably incurred in
connection with the defense or settlement of such action, suit or proceeding if
such person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe was
unlawful. Agents of the Company may be similarly indemnified, at the discretion
of the Board of Directors.

Under Section 145 of the GCL, a similar standard of care is applicable in
the case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such an action and then, where the person is adjudged to be
liable to the Company, only if and to the extent that the Court of Chancery of
the State of Delaware or the court in which such action was brought determines
that such person is fairly and reasonably entitled to such indemnity and only
for such expenses as the court shall deem proper.

Pursuant to Company's By-Laws, a person eligible for indemnification may
have the expenses incurred in connection with any matter described above paid
in advance of a final disposition by the Company. However, such advances will
only be made upon the delivery of an undertaking by or on behalf of the
indemnified person to repay all amounts so advanced if it is ultimately
determined that such person is not entitled to indemnification.

In addition, under the Company's By-Laws, the Company may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company or of another corporation against any
liability asserted against and incurred by such person in such capacity, or
arising out of the person's status as

II-1

<PAGE>

such whether or not the Company would have the power or the obligation to
indemnify such person against such liability under the provisions of the
Company's By-Laws.

Item 16. Exhibits.

Exhibits Description of Exhibit
-------- ----------------------
1.1+ Form of Sales Agency Agreement between the Company and PaineWebber
Incorporated

1.2+ Form of Sales Agency Agreement between the Company and CIBC World
Markets Corp.

5.1* Opinion of Davis Polk & Wardwell

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)

24.1 Powers of Attorney (included on signature page)

---------------------------
+ The Company will file as an exhibit to a Current Report on Form 8-K any form
of sales agency agreement to be used in connection with an offering of common
stock.
* To be filed by amendment.

Item 17. Undertakings.

The undersigned registrant (the "Registrant") hereby undertakes:

(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") that are incorporated by reference
in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement

II-2
<PAGE>

relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described under Item 15 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrar of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Forms S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Arlington, State of Virginia on June 9, 2000.

THE AES CORPORATION

By: /s/ Dennis W. Bakke
--------------------------------------
Dennis W. Bakke
President and Chief Executive Officer

The Company and each person whose signature appears below constitutes and
appoints Dennis W. Bakke and William R. Luraschi and any agent for service
named in this Registration Statement and each of them, his, her or its true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him, her or it and in his, her, or its name, place and
stead, in any and all capacities, to sign and file any and all amendments
(including post-effective amendments) to this Registration Statement, to sign
any related registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same with all exhibits thereto, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he, she, or it might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Roger W. Sant Chairman of the Board June 9, 2000
---------------------------
Roger W. Sant

/s/ Dennis W. Bakke President, Chief Executive Officer June 9, 2000
--------------------------- and Director (Principal Executive
Dennis W. Bakke Officer)

/s/ Dr. Alice F. Emerson
--------------------------- Director June 9, 2000
Dr. Alice F. Emerson

--------------------------- Director
Robert F. Hemphill, Jr.

/s/ Frank Jungers Director June 9, 2000
---------------------------
Frank Jungers

II-4

<PAGE>

Signature Title Date
--------- ----- ----

--------------------------- Director
John H. McArthur

--------------------------- Director
Hazel O'Leary

/s/ Thomas I. Unterberg
--------------------------- Director June 9, 2000
Thomas I. Unterberg

--------------------------- Director
Robert H. Waterman, Jr.

/s/ Barry J. Sharp
--------------------------- Senior Vice President and Chief June 9, 2000
Barry J. Sharp Financial Officer (Principal
Financial and Accounting Officer)

II-5

<PAGE>

EXHIBIT INDEX

Exhibits Description of Exhibit
-------- ----------------------
1.1+ Form of Sales Agency Agreement between the Company and PaineWebber
Incorporated

1.2+ Form of Sales Agency Agreement between the Company and CIBC World
Markets Corp.

5.1* Opinion of Davis Polk & Wardwell

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)

24.1 Powers of Attorney (included on signature page)