S-8

As filed with the Securities and Exchange Commission on April 27, 2015

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE AES CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	54-1163725
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
4300 Wilson Boulevard, Suite 1100, Arlington, Virginia	22203
(Address of Principal Executive Offices)	(Zip Code)

The AES Corporation

2003 Long Term Compensation Plan

(Full title of the plan)

Zafar A. Hasan, Esq. Vice-President, Chief Corporate Counsel The AES Corporation
4300 Wilson Boulevard, Suite 1100
Arlington, Virginia 22203
(703) 522-1315 (Name and address, and telephone
number, including area code, of agent for service) Copy to: Amy I. Pandit, Esq. Morgan, Lewis & Bockius LLP One Oxford Centre Thirty-Second Floor 301 Grant Street Pittsburgh, PA 15219 (412) 560-3300

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (3)
Common Stock, par value $0.01	7,750,000 (2)	$13.20	$102,300,000	$11,887.26

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the high and low sales prices of the shares of common stock, par value $.01 per share (the “Common Stock”), of The AES Corporation (the “Registrant”) reported on the New York Stock Exchange on April 21, 2015.

(2) This Registration Statement covers 7,750,000 additional shares of common stock, par value $0.01 per share, of the Registrant available for issuance pursuant to awards to be granted under the Registrant’s 2003 Long Term Compensation Plan, as amended and restated (the “Plan”). Pursuant to Rule 416(a) under the Securities Act, this Registration Statement also covers such additional shares as may hereinafter be offered resulting from stock dividends, stock splits, recapitalizations or other similar transactions.

(3) Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the Plan. Registration Statements on Form S-8 were previously filed on August 28, 2003 (File No. 333-108297), April 29, 2008 (File No. 333-150508) and May 7, 2010 (File No. 333-166607) registering 17,000,000, 12,000,000 and 9,000,000 shares of Common Stock of the Registrant for issuance pursuant to awards under the Plan, respectively.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register an additional 7,750,000 shares of common stock, $0.01 par value, of the Registrant, which may be issued under the Plan. In accordance with General Instruction E to Form S-8, the Registrant hereby incorporates herein by reference the original Registration Statement on Form S-8 filed by the Registrant with respect to the Plan on August 28, 2003 (File No. 333-108297), the Registration Statement on Form S-8 filed by the Registrant with respect to the Plan on April 29, 2008 (File No. 333-150508) and the Registration Statement on Form S-8 filed by the Registrant with respect to the Plan on May 7, 2010 (File No. 333-166607), in each case, together with all exhibits filed therewith or incorporated therein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Commission on February 26, 2015;

b) The Registrant’s Current Reports on Form 8-K filed with the Commission on January 20, 2015, March 30, 2015, April 6, 2015 and April 23, 2015; and

c) The description of our Common Stock contained in the Company’s Registration Statement on Form 8-A/A filed with the Commission on May 12, 2000 (Registration No. 001-12291), including any amendment or report filed for the purpose of updating that description.

All reports and other documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement that indicates that all securities offered by the Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be part of this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference or deemed to be part of this Registration Statement modifies or replaces such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of this Registration Statement after the most recent effective date may modify or replace existing statements contained in this Registration Statement. Any such statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part of this Registration Statement.

Item 8. Exhibits

Exhibit No.	Description
5.1*	Opinion of Morgan, Lewis & Bockius LLP
23.1*	Consent of Ernst & Young LLP
23.2*	Consent of Morgan, Lewis & Bockius LLP (Included in Exhibit 5.1)
24.1*	Power of Attorney
99.1	The AES Corporation Long Term Compensation Plan, as Amended and Restated (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of The AES Corporation (File No. 1-12291) filed on April 23, 2015)

* Filed herewith.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, Commonwealth of Virginia, on April 27, 2015.

THE AES CORPORATION
By:	/s/ Thomas M. O’Flynn
	Thomas M. O’Flynn
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 27, 2015.

Signature	Capacity
*	President, Chief Executive Officer and Director
Andrés Gluski	(Principal Executive Officer)
*	Director
Charles L. Harrington
*	Director
Kristina M. Johnson
*	Director
Tarun Khanna
*	Director
Holly K. Koeppel
*	Director
Philip Lader
*	Director
James H. Miller
*	Director
John B. Morse, Jr.
*	Director
Moisés Naím
*	Chairman and Lead Independent Director
Charles O. Rossotti
/s/ Thomas M. O’Flynn	Executive Vice President and Chief Financial Officer
Thomas M. O’Flynn	(Principal Financial Officer)
/s/ Sharon A. Virag	Vice President and Controller
Sharon A. Virag	(Principal Accounting Officer)

*By:	/s/ Brian A. Miller
	Brian A. Miller
	Attorney-in-fact

EXHIBIT INDEX

Exhibit No.	Description
5.1*	Opinion of Morgan, Lewis & Bockius LLP
23.1*	Consent of Ernst & Young LLP
23.2*	Consent of Morgan, Lewis & Bockius LLP (Included in Exhibit 5.1)
24.1*	Power of Attorney
99.1	The AES Corporation Long Term Compensation Plan, as Amended and Restated (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of The AES Corporation (File No. 1-12291) filed on April 23, 2015

* Filed herewith.

EX-5.1

Exhibit 5.1

[MORGAN, LEWIS & BOCKIUS LLP Letterhead]

April 27, 2015

The AES Corporation

4300 Wilson Boulevard, Suite 1100

Arlington, Virginia 22203

Re: The AES Corporation – Registration Statement on Form S-8

Dear Ladies and Gentlemen:

We have acted as counsel to The AES Corporation, a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), to be filed with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the proposed offering and sale of up to 7,750,000 shares of the Company’s common stock, par value $0.01 (collectively, the “Shares”), issuable under The AES Corporation 2003 Long Term Compensation Plan, as amended and restated (the “Plan”).

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Sixth Restated Certificate of Incorporation of The AES Corporation and Bylaws of The AES Corporation, as amended, and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the Delaware General Corporation Law.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ MORGAN, LEWIS & BOCKIUS LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the AES Corporation 2003 Long-Term Compensation Plan (as amended and restated) of our reports dated February 25, 2015, with respect to the consolidated financial statements and schedules of The AES Corporation and the effectiveness of internal control over financial reporting of The AES Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

McLean, Virginia

April 27, 2015

EX-24.1

Exhibit 24.1

The AES Corporation (the “Company”)

Power of Attorney

The undersigned, acting in the capacity or capacities stated opposite their respective names below, hereby constitute and appoint Thomas O’Flynn and Brian A. Miller and each of them severally, the attorneys-in-fact of the undersigned with full power of substitution for such person and in such person’s name, place and stead, in any and all capacities to sign for and in the name of the undersigned the Company’s Registration Statement on Form S-8 related to the registration of 7,750,000 shares of the Company’s common stock pursuant to The AES Corporation 2003 Long-Term Compensation Plan, as Amended and any and all amendments (including post-effective amendments) and supplements thereto and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, may lawfully do or cause to be done by virtue thereof. This Power of Attorney may be executed in one or more counterparts, each of which together shall constitute one and the same instrument.

Name	Title	Date
/s/ Andrés Gluski	Principal Executive Officer and Director		April 23, 2015
Andrés Gluski
/s/ Charles L. Harrington	Director		April 23, 2015
Charles L. Harrington
/s/ Kristina M. Johnson	Director		April 23, 2015
Kristina M. Johnson
/s/ Tarun Khanna	Director		April 23, 2015
Tarun Khanna
/s/ Holly K. Koeppel	Director		April 23, 2015
Holly K. Koeppel
/s/ Philip Lader	Director		April 23, 2015
Philip Lader
/s/ James H. Miller	Director		April 23, 2015
James H. Miller
/s/ John B. Morse, Jr.	Director		April 23, 2015
John B. Morse, Jr.
/s/ Moisés Naím	Director		April 23, 2015
Moisés Naím
/s/ Charles O. Rossitti	Chairman and Lead Independent Director		April 23, 2015
Charles O. Rossotti