As filed with the Securities and Exchange Commission on February 6, 2002
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 jurisdiction of (I.R.S. Employer
Identification No.) incorporation or organization)
1001 North 19th Street 22209
Arlington, Virginia (Zip Code)
(Address of principal executive offices)
-----------------------------------
Indianapolis Power & Light Employees' Thrift Plan
(Full title of the plans)
------------------------------------
Barry J. Sharp
Senior Vice President and Chief Financial Officer
The AES Corporation
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)
------------------------------------
Copies of communications to:
Pankaj K. Sinha, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, DC 20005-2111
(202) 371-7000
-----------------------------------
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered Per Share (1) Price Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, par 1,000,000 shares $11.53 $11,530,000 $1,060.76
value $.01 per share (2)(3)(4)
========================================================================================================================
(1) Pursuant to Rule 457(h) of the Securities Act of 1933, and solely for
the purpose of calculating the registration fee, the proposed maximum
offering price per share is based on the average of the high and low sales
prices of the Common Stock on the New York Stock Exchange on February 5,
2002.
(2) Shares of the registrant are issuable under the plan pursuant to the
terms of the Agreement and Plan of Share Exchange between the registrant
and IPALCO Enterprises, Inc., dated as of July 15, 2000.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(4) If, as a result of stock splits, stock dividends or similar
transactions, the number of securities purported to be registered by this
Registration Statement changes, the provisions of Rule 416 under the
Securities Act shall apply to this Registration Statement, and this
Registration Statement shall be deemed to cover the additional securities
resulting from the split of, or the dividend on, the securities covered by
this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed with the Commission by The AES
Corporation, a Delaware corporation (the "Company"), and are incorporated
herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Annual Report of the Indianapolis Power & Light Employees'
Thrift Plan (the "Plan") on Form 11-K for the year ended December 31, 2000;
(c) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 2000; and
(d) The description of the Company's Common Stock, par value $.01 per
share, contained in the following documents: The Company's Registration
Statement on Form 8-A (Registration No. 0-19281 filed on October 9, 1996),
as amended by Amendment No. 1 on Form 8-A/A to the Company's Registration
Statement on Form 8-A (filed on October 10, 1996), and Amendment No. 1 to
the Company's Registration Statement on Form S-3 (Registration No.
333-46564) filed on November 29, 2000, including any amendment thereto or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment that indicates that all securities
offered pursuant to this Registration Statement have been sold or that
deregisters all securities then remaining unsold, shall also be deemed to
be incorporated by reference herein and to be a part hereof from the dates
of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
enables a corporation in its certificate of incorporation to eliminate or
limit the personal liability of a director for violations of the director's
fiduciary duty, except (i) for breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions ) or (iv) for any transaction from which a director derived an
improper personal benefit. The Company's certificate of incorporation
contains a provision that eliminates the liability of directors to the
fullest extent permitted by Delaware law. It further provides that if said
provision is amended or repealed, or, an inconsistent provision is adopted,
such amendment, repeal or adoption will not be effective with respect to
any cause of action, suit, claim or other matter that, but for the
liability provision, would accrue or arise prior to such amendment, repeal
or adoption.
Under the Company's By-Laws, and in accordance with Section 145 of the
DGCL, 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 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 DGCL, 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 the 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.
The Company's By-Laws provide that the indemnification expressly
provided by statute in a specific case shall not be deemed exclusive of any
other rights to which any person indemnified may be entitled under any
lawful agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of
such person. 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 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. The Company has purchased and maintains directors' and
officers' insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit No. Description
4.1 Sixth Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 99.1 to the
Quarterly Report on Form 10-Q for the three months ended
March 31, 2001, Commission File No. 001-12291).*
4.2 Amended Bylaws of the Registrant (incorporated herein by
reference to Exhibit 99.2 to the Quarterly Report on Form
10-Q for the three months ended March 31, 2001, Commission
File No. 001-12291).*
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding legality of the securities being registered.
5.2 Internal Revenue Service Determination Letter as to the
Plan.
23.1- Independent Auditors' Consents.
23.2
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in its opinion filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
--------------
* Incorporated by reference.
Item 9. Undertakings.
The Company hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being made,
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 this 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; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (i) and (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 by the registrant
with or furnished to the Commission pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purposes 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.
(b) 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 this Registration
Statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 this 6th day of February, 2002.
THE AES CORPORATION
By: /s/ William R. Luraschi
__________________________
William R. Luraschi
Vice President and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below, acting in the capacity or capacities stated
opposite their respective names, hereby constitutes and appoints Dennis W.
Bakke, Barry J. Sharp and William R. Luraschi, and each of them, our true
and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, to do any and all acts and things and execute, in the
name of the undersigned, any and all instruments which said
attorneys-in-fact and agents may deem necessary or advisable in order to
enable The AES Corporation to comply with the Securities Act of 1933, as
amended (the "Securities Act"), and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing with
the Securities and Exchange Commission of this Registration Statement on
Form S-8 under the Securities Act, including specifically but without
limitation, power and authority to sign the name of the undersigned to such
Registration Statement, and any amendments to such Registration Statement
(including post-effective amendments), and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable
to comply with applicable state securities laws, and to file the same,
together with other documents in connection therewith with the appropriate
state securities authorities, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform
each and every act and thing requisite or necessary to be done in and about
the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their 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 by the following persons in the
capacities indicated on this 6th day of February, 2002.
SIGNATURE TITLE
/s/ Roger W. Sant
------------------------------- Chairman of the Board and Director
Roger W. Sant
/s/ Dennis W. Bakke President, Chief Executive Officer and
------------------------------ Director (Principal Executive Officer)
Dennis W. Bakke
/s/ Dr. Alice F. Emerson Director
------------------------------
Dr. Alice F. Emerson
/s/ Robert F. Hemphill, Jr. Director
------------------------------
Robert F. Hemphill, Jr.
/s/ Frank Jungers
------------------------------ Director
Frank Jungers
/s/ Philip Lader
------------------------------ Director
Philip Lader
/s/ John H. McArthur
------------------------------ Director
John H. McArthur
/s/ Hazel O'Leary
------------------------------ Director
Hazel O'Leary
/s/ Thomas I. Unterberg
------------------------------ Director
Thomas I. Unterberg
/s/ Robert H. Waterman, Jr. Director
------------------------------
Robert H. Waterman, Jr.
/s/ Barry J. Sharp Vice President and Chief Financial
------------------------------ Officer (principal financial and
Barry J. Sharp accounting officer)
Exhibit Index
Exhibit No. Description
4.1 Sixth Restated Certificate of Incorporation of the
Company (incorporated herein by reference to
Exhibit 99.1 to the Quarterly Report on Form 10-Q
for the three months ended March 31, 2001,
Commission File No. 001-12291).*
4.2 Amended Bylaws of the Registrant (incorporated
herein by reference to Exhibit 99.2 to the
Quarterly Report on Form 10-Q for the three months
ended March 31, 2001, Commission File No.
001-12291).*
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding legality of the securities being
registered.
5.2 Internal Revenue Service Determination Letter as to
the Plan.
23.1- Independent Auditors' Consent.
23.2
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in its opinion filed as Exhibit 5.1
hereto)
24.1 Powers of Attorney (included on the signature page
of this Registration Statement).
----------------
* Incorporated by reference.
Exhibit 5.1
OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
February 6, 2002
The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209
Ladies and Gentlemen:
We have acted as special counsel to The AES Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of
a Registration Statement on Form S-8, which is being filed by the Company
with the Securities and Exchange Commission (the "Commission") on the date
hereof (the "Registration Statement") relating to the registration and
issuance by the Company of up to 1,000,000 shares (the "Shares") of the
common stock, par value $0.01 per share (the "Common Stock"), of the
Company pursuant to the Indianapolis Power & Light Company Employees'
Thrift Plan (the "Plan"), which is maintained by the Company's subsidiary,
Indianapolis Power & Light Company.
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Securities Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement of the Company on Form S-8 filed with the Commission
on the date hereof, (ii) a specimen certificate representing the Common
Stock, (iii) the Plan, (iv) the Certificate of Incorporation of the
Company, as amended and restated to date and currently in effect (v) the
By-laws of the Company, as amended to date and currently in effect, and
(vi) a copy of certain resolutions adopted by the Board of Directors of the
Company relating to the Registration Statement and related matters. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as facsimile, electronic,
certified, or photostatic copies and the authenticity of the originals of
such latter documents. In making our examination of documents executed or
to be executed by parties other than the Company, we have assumed that such
parties had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution
and delivery by such parties of such documents and the validity and binding
effect thereof. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives
of the Company and others. In rendering the opinion set forth below, we
have assumed that the certificates representing the Shares in the form of
the specimen certificate examined by us will be manually signed by one of
the authorized officers of the transfer agent and registrar for the Common
Stock and registered by such transfer agent and registrar and will conform
to the specimen thereof examined by us.
Members of our firm are admitted to the bar in the State of
Delaware, and we do not express any opinion with respect to the law of any
jurisdiction other than the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion
that when certificates representing the Shares have been delivered and paid
for in accordance with the terms and conditions of the Plan, the issuance
and sale of the Shares will have been duly authorized, and subject to any
restrictions imposed by the Plan, the Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit 5.2
IRS DETERMINATION LETTER AS TO THE PLAN
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
Date: Feb. 3 1995 Employer Identification Number:
35-0413620
INDIANAPOLIS POWER & LIGHT COMPANY DLN:
C/O ALAN A. LEVIN 354195021
BARNES 7 THORNBURG Person to Contact:
11 S MERIDIAN ST 1313 CINDY PERRY
INDIANAPOLIS, IN 46204 Contact Telephone Number:
(513) 241-5199
Plan Name:
EMPLOYEES THRIFT PLAN
Plan Number: 003
Dear Applicant:
We have made a favorable determination on your plan, identified
above, based on the information supplied. Please keep this letter in your
permanent records.
Continued qualification of the plan under its present form will
depend on its effect in operation. (See section 1.401-1(b)(3) of the Income
Tax Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the
publication.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the effect of
other federal or local statutes.
This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4) -1(b)(2) of the regulations on the basis of a
design-based safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's
coverage group consists of those employees treated as currently benefiting
for purposes of demonstrating that the plan satisfies the minimum coverage
requirements of section 410(b) of the Code.
This plan qualifies for Extended Reliance described in the last
paragraph of Publication 794 under the caption "Limitations of a Favorable
Determination Letter".
Except as otherwise specified this letter may not be relied upon
with respect to whether the plan satisfies the qualification requirements
as amended by the Uruguay Round Agreements Act, Pub. L. 103-465, and by the
Small Business Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other
than the requirements of Code section 401(a)(26).
The information on the enclosed Publication 794 is an integral
part of this determination. Please be sure to read and keep it with this
letter.
The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated
effective August 5, 1997. For more details, call 1-800-998-7542 for a free
copy of the SPD card.
The information on the enclosed addendum is an integral part of
this determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
For Employee Benefit Plans
Addendum
This determination is conditioned upon your adoption of the
proposed restated plan as submitted with your or your representative's
letter dated 01/25/95. The proposed plan should be adopted on or before the
date prescribed by the regulations under Code section 401(b).
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of The AES Corporation on Form S-8 of our reports dated January 29, 2001
(May 23, 2001 as to Note 20) and June 1, 2001, relating to the consolidated
financial statements of The AES Corporation for the year ended December 31,
2000, appearing in the Current Report on Form 8-K of The AES Corporation
dated June 5, 2001, and in the Annual Report on Form 11-K of The AES
Corporation Profit Sharing and Stock Ownership Plan for the year ended
December 31, 2000, dated June 29, 2001, respectively.
We consent to the incorporation by reference in this Registration Statement
of our report dated January 25, 2001 (March 27, 2001 as to Footnote 1) and
June 8, 2001 (June 21, 2001 as to the last paragraph of Note 2) relating to
the consolidated financial statements of IPALCO Enterprises, Inc. for the
year ended December 31, 2000, appearing in the Current Report on Form 8-K/A
of The AES Corporation dated June 8, 2001 and in the Annual Report on Form
11-K of the Indianapolis Power & Light Company Employees' Thrift Plan.
/s/ Deloitte & Touche LLP
McLean, Virginia
February 6, 2002
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of The AES Corporation on Form
S-8 of our report dated January 23, 2001, covering C.A. La Electricidad de
Caracas and Corporation EDC, C.A. and their subsidiaries included in the
current report filed on Form 8-K dated June 5, 2001 of The AES Corporation.
Porta, Cachafeiro, Laria Y Asociados
A Member Firm of Andersen
/s/ Hector L. Gutierrez D.
-----------------------------
Hector L. Gutierrez D.
Public Accountant CPC No. 24321
Caracas, Venezuela
February 6, 2002