UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

COMMISSION FILE NUMBER 0-19281

The AES Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (703) 522-1315

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x  No o

The aggregate market value of Registrant’s voting stock held by non-affiliates of Registrant, on June 30, 2004 (based on the closing sale price of $9.93 of the Registrant’s Common Stock, as reported by the New York Stock Exchange on such date) was approximately $6.4 billion. The number of shares outstanding of Registrant’s Common Stock, par value $0.01 per share, on March 3, 2005, was 652,132,764.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information from the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on April 28, 2005 is hereby incorporated by reference into Part III hereof.

THE AES CORPORATION
FISCAL YEAR 2004 FORM 10-K/A

EXPLANATORY NOTE

This Form 10-K/A (the “Amendment”) is being filed for the purpose of amending Items 6, 7, 8, and 9A of Form 10-K for the year ended December 31, 2004, that was originally filed with the Securities and Exchange Commission on March 30, 2005. This Amendment corrects accounting errors in the consolidated financial statements in our previously filed Form 10-K for the year ended December 31, 2004. Furthermore, this Amendment corrects our Report on Internal Control over Financial Reporting as a result of our reassessment of material weaknesses in internal control over financial reporting.

Refer to Note 1 to the consolidated financial statements in Item 8 and “Restatement of Consolidated Financial Statements” in Item 7 for a discussion of the nature of the errors and the impact of the errors on the restated consolidated financial statements. Refer to Item 9A, “Controls and Procedures—Management’s Report on Internal Control over Financial Reporting (As Restated)” for further information regarding our reassessment of material weaknesses in internal control over financial reporting.

We included as exhibits to this Amendment new certifications of our principal executive officer and principal financial and accounting officer.

Except as described above, no attempt has been made in this Amendment to amend or update other disclosures presented in the Form 10-K/A. This Amendment does not reflect events occurring after the filing of the Form 10-K on March 30, 2005 or amend or update those disclosures, including the exhibits to the Form 10-K affected by subsequent events. Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Form 10-K.

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TABLE OF CONTENTS TO BE UPDATED

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PART I

The AES Corporation, including all its subsidiaries and affiliates are collectively referred to herein as “AES”, “the Company”, “us” or “we”.

ITEM 1.      BUSINESS

Overview

The AES Corporation is a global power company with operations in 27 countries on five continents. A Delaware corporation formed in 1981, AES is a holding company that, through its subsidiaries, operates in two principal businesses, generation and utilities. The generation business is comprised of our contract generation and competitive supply segments and the utilities business is comprised of our large utilities and growth distribution segments. The Company’s generating assets include interests in 120 facilities in 25 countries totaling approximately 44 gigawatts of capacity. AES’s electricity distribution networks sell approximately 88,890 gigawatt hours per year.

We believe that the generation and distribution of electricity are essential services required in all industrialized societies. AES is committed to helping meet the world’s need for electricity by supplying power from our existing portfolio, as well as by growing our portfolio through the development and construction of new power plants and through selective acquisitions. AES believes that being a large participant in the global power sector gives us the best chance to accomplish our goals. Some of the benefits of being a large organization are the ability to take advantage of scale and to have the resources to develop the best operating and management practices, which will increase overall Company efficiency and productivity. By maintaining a substantial geographic footprint, the Company is positioned to pursue opportunities in those markets with the most favorable characteristics for new investment, namely those having a large and growing need for power. We target specific countries or major geographic regions as areas of primary focus, and seek to build sufficient knowledge and experience in order to increase our ability to successfully compete, and ultimately grow our businesses, in those targeted markets. We believe that this approach also allows us to more efficiently identify and manage the risks inherent in our business.

AES Operates Two Principal Businesses: Generation and Utilities

We build, acquire, own and operate power generation and electricity distribution facilities worldwide. To enhance operational efficiencies across the company, we are organized along two principal lines of business: generation and utilities. The generation business unit encompasses our contract generation and competitive supply segments. These segments generate and sell electricity and related products to utilities or other wholesale or commercial buyers. Performance drivers for these businesses include plant reliability and fuel and fixed cost management. Growth is largely tied to securing new power purchase agreements and expanding capacity. The contract generation and competitive supply segments contributed 37% and 11% of revenues, respectively, for the year 2004.

The utilities business unit encompasses our large utilities and growth distribution segments. These segments sell electricity to residential, business and municipal customers, typically through integrated transmission and distribution systems. Performance drivers for these businesses include providing reliable service, managing working capital, obtaining tariff adjustments and appropriate regulatory treatment for new investments and, in developing countries, reduction of commercial and technical losses. The large utilities and growth distribution segments contributed 38% and 14% of revenues, respectively for the year 2004. The revenues and earnings growth of both our generation and utility businesses vary with changes in electricity demand.

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Operating Segments

See Note 21 to the Consolidated Financial Statements included in Item 8 of this Form 10-K/A for additional financial information about our business segments as well as information about our foreign and domestic operations.

Contract Generation

We own and operate plants that sell electricity and related products to utilities or other wholesale customers under long-term contracts. Our contract generation line of business is comprised of generation facilities that have contractually limited their exposure to commodity price risks, primarily electricity price volatility and frequently volume risk, by entering into power sales agreements of five years or longer for 75% or more of their output capacity. The remaining terms of these agreements range from 1 to 26 years. These facilities also generally enter into long-term agreements for most of their fuel supply requirements, or they may enter into tolling or “pass through” arrangements in which the counter-party directly assumes the risks associated with providing the necessary fuel and then markets the generated power. Through these types of contractual agreements, our contract generation businesses generally produce more predictable cash flows and earnings. The degree of predictability varies from business to business based on the degree to which their exposure is limited by the contracts they have negotiated with their buyers.

Our contract generation segment is comprised of our interests in 70 power generating facilities totaling approximately 24 gigawatts of capacity located in 19 countries. This includes our minority interests in seven power generation facilities totaling over four gigawatts of capacity, and one under construction. Of the more than 22 gigawatts of current operating capacity, 51% is derived from gas-fired facilities, 28% from coal-fired facilities, 13% from hydro facilities, 7% from oil-fired facilities, and less than 1% from biomass facilities.

In most of our contract generating businesses, a single customer contracts for most or all of a particular facility’s generated power. To reduce the resulting counter-party credit risk, we seek to contract with creditworthy customers. We also seek to obtain sovereign government guarantees of the customer’s obligations. However, we do business in many countries with customers who are not investment grade rated. We believe that locating our plants in different geographic areas helps to mitigate the effects of regional economic downturns, thereby offsetting some of the risks associated with operating in less developed countries. Additionally, in countries in which we own distribution companies, we will seek to contract our generation businesses with the distribution companies that we control.

Certain of our subsidiaries and affiliates (domestic and non-U.S.) are in various stages of developing and constructing new power plants (known as “Greenfield” power plants or “Greenfield”). Some have signed long-term contracts or made similar arrangements for the sale of electricity. During 2004, we completed the construction of the second phase of Ras Laffan, in Qatar, a combined cycle facility for an additional 400 MW of installed capacity. We currently have one power generation facility under construction in Spain, totaling approximately 1,200 MW of capacity. As of December 31, 2004, capitalized costs for this project under construction were approximately $392 million. We currently believe that these costs are recoverable but can provide no assurance that we will complete this project and/or that this project will reach commercial operation.

In the contract generation segment, we face most of our competition prior to the execution of a power sales agreement during the development phase of a project. Our competitors in this business include other independent power producers, equipment manufacturers, as well as various utilities and their affiliates. During the operational phase, we traditionally have faced limited competition in this segment due to the long-term nature of the generation contracts. However, since competitive power markets have been introduced and new market participants have been added, we will encounter increased competition in attracting new customers and maintaining our current customers as our existing contracts expire.

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Competitive Supply

AES owns and operates plants that sell electricity to wholesale customers in competitive markets. These plants typically sell into our power pools under short-term (less than one year) contracts or into daily spot markets. Demand can be affected by weather, electricity transmission constraints, fuel prices and competition. This business segment offers more varied sales, earnings, and cash flow.

In contrast to the contract generation segment discussed above, these facilities generally sell less than 75% of their output under long-term contracts. The prices at which these facilities sell electricity under short-term contracts and in the spot electricity markets are unpredictable and can be volatile. In addition, our operational results in this segment are more sensitive to the impact of market fluctuations in the price of natural gas, coal, oil and other fuels. These businesses also have more significant needs for working capital or credit to support their operations than our businesses in the contract generation segment.

Our competitive supply segment is comprised of 29 power generation facilities totaling over 13 gigawatts of capacity located in 8 countries. Of the total 13 gigawatts of current operating capacity, 60% is derived from coal-fired facilities, 7% from gas-fired facilities, 29% from hydro facilities, 2% from oil facilities, 1% from petroleum coke facilities and less than 1% from biomass facilities. In 2004, we completed the refurbishment of the Bayano facility in Panama, which added an additional 12 MW of capacity.

The absence of long-term contracts makes future production volumes uncertain, which in turn makes it difficult to forecast the amount of fuel needed to support those volumes. As a result, competitive supply businesses are exposed to volume risk in connection with their purchases of natural gas, coal and other raw materials. Where appropriate, we have hedged a portion of our financial performance against the effects of fluctuations in energy commodity prices using such strategies as commodity forward contracts, futures, swaps and options.

Although we maintain credit policies with regard to our counterparties, there can be no assurance that ultimately they will be able to fulfill their contractual obligations. Volatility in electricity markets in the United States causes increases in credit risk, a decline in the number and quality of market participants with strong credit ratings, and considerably less liquidity in energy markets.

We compete in this segment with numerous other independent power producers, energy marketers and traders, energy merchants, transmission and distribution providers, and retail energy suppliers. Competitive factors in this segment include reliability, operational cost and third party credit requirements.

Large Utilities

Our large utility segment consists of electric utilities that are of significant size and maintain a monopoly franchise within a defined service area. In most cases our large utilities combine generation, transmission and distribution capabilities. We own and operate three large electric utilities: Indianapolis Power & Light Company (“IPL”) in the U.S.; Eletropaulo Metropolitana Electricidade de São Paulo SA (“Eletropaulo”) in Brazil; and CA La Electricidad de Caracas (“EDC”) in Venezuela. These utilities sell electricity under regulated tariff agreements and each have transmission and distribution capabilities; IPL and EDC also have generation plants. We have a 100% common equity interest in IPL through our ownership of IPALCO Enterprises, Inc. (“IPALCO”), a 32% economic ownership interest in Eletropaulo after the January 2004 restructuring and an 86% common equity interest in EDC. Our large utilities aggregate approximately 6 gigawatts of generation capacity and serve over 6.5 million customers, with annual sales of 59,505 gigawatt hours. Our large utilities are subject to extensive regulation at multiple governmental levels relating to ownership, marketing, delivery and pricing of electricity and gas, with a focus on protecting customers. Large utility revenues result primarily from retail electricity sales to

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customers under regulated tariff or concession agreements and, to a lesser extent, from contractual agreements of varying lengths and provisions.

IPALCO is a holding company and its principal subsidiary is Indianapolis Power & Light Company (“IPL”). IPL is engaged in generating, transmitting, distributing and selling electric energy to approximately 460,000 customers in the city of Indianapolis and neighboring areas within the state of Indiana. IPL owns and operates four generation facilities. Two generating facilities are primarily coal-fired plants. The third facility has a combination of units that use coal (base load capacity) and natural gas and/or oil (peaking capacity). The fourth facility is a small peaking station that uses gas-fired combustion turbine technology. IPL’s net generation winter capability is 3,370 MW and net summer capability is 3,252 MW. We acquired IPALCO in March 2001.

Eletropaulo has served the São Paulo, Brazil area for over 100 years and, with over five million customers, is the largest electricity distribution company in the Americas in terms of customers. Eletropaulo’s concession contract with the Brazilian National Electric Energy Agency (“ANEEL”), the government agency responsible for regulating the Brazilian electric industry, entitles Eletropaulo to distribute electricity in its service area for 30 years from the date of our acquisition. Eletropaulo’s service territory consists of 24 municipalities in the greater São Paulo metropolitan area and adjacent regions that account for approximately 15% of Brazil’s GDP, covering 5 million customers or 44% of the population in the State of São Paulo, Brazil.

EDC was founded in 1895 and is the largest private-sector electric utility in Venezuela serving approximately one million customers. EDC generates, transmits and distributes electricity to customers in metropolitan Caracas and its surrounding area. EDC’s distribution area covers 5,176 square kilometers. EDC has an installed generating capacity of 2,616 MW.

Historically, energy utilities have operated within specific service territories where they were essentially the sole suppliers of electricity services. As a result, competition was limited to alternative means of energy such as gas and fuel. However, in certain locations, the large utilities business faces increased competition as a result of changes in laws and regulations which allow wholesale and retail services to be provided on a competitive basis. We can provide no assurance that deregulation will not adversely affect our large utilities’ future operations, cash flows and financial condition.

Growth Distribution

Our growth distribution segment is comprised of smaller distribution facilities in developing countries where electricity demand is expected to grow faster than in more developed markets. These facilities serve smaller service areas and generally need substantial infrastructure investments. Electricity sales are made under regulated tariff agreements or under existing regulatory laws and provisions. The conditions of the business environment in a developing nation also provide for significant opportunities to implement operating improvements that may stimulate growth in earnings and cash flow performance. These growth rates may be greater than those typically achievable in our other business segments. Many of these businesses face challenges unique to developing countries including outdated equipment, significant electricity theft-related losses, cultural problems associated with customer safety and non-payment, emerging economies, and potentially less stable governments or regulatory regimes. Distribution facilities included in this segment may include generation, transmission, distribution or related services companies. The results of operations of our growth distribution business are sensitive to changes in economic growth and regulation, abnormal weather conditions affecting each local market, as well as the success of the operational changes that have been implemented.

We derive growth distribution revenues from the distribution and sale of electricity pursuant to the provisions of long-term electricity sale concessions granted by the appropriate governmental authorities, or in some locations, under existing regulatory laws and provisions. One of our distribution facilities, located

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in Cameroon, SONEL, is “integrated,” in that it also owns transmission lines and electric generation facilities. The facilities currently in this segment have approximately 935 gross MW of generation and serve more than 4.7 million customers with sales of 26,886 gigawatt hours in Argentina, Brazil, Cameroon, Dominican Republic, El Salvador and Ukraine.

The businesses in the growth distribution segment face relatively little direct competition due to significant barriers to entry which are present in these markets. In this segment, we primarily face competition in our efforts to acquire businesses. We compete against a number of other participants, some of which have greater financial resources, have been engaged in growth distribution related businesses for periods longer than we have, and have accumulated more significant portfolios. Relevant competitive factors include financial resources, governmental assistance, and access to non-recourse financing and regulatory restrictions.

Facilities

The following tables present information with respect to the facilities in each of our four business segments. The amounts under “Gross MW” and “Approximate Gigawatt Hours” represent the gross amounts for each facility without regard to our percentage of ownership interest in the facility.

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Contract Generation
(As of December 31, 2004)

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Under Construction

(1)          Itabo plants: Itabo, Santo Domingo, Timbeque, Los Mina, Higuamo

(2)          Gener-Centrogener plants: Ventanas, Laguna Verde, Laguna Verde Turbogas, Alfalfal, Maitenes, Queltehues, Volcán

(3)          Gener-Electrica de Santiago plants: Nueva Renca, Renca

(4)          Gener-Energia Verde plants: Constitución, Laja, San Franciso de Mostazal

(5)          Tietê plants: Água Vermelha, Bariri, Barra Bonita, Caconde, Euclides da Cunha, Ibitinga, Limoeiro, Mogi-Guaçu, Nova Avanhandava, Promissão

(6)          As a result of the restructuring described above between some of our Brazilian holding companies and BNDES which was completed in January 2004, we have a 46% ownership interest in AES Uruguaiana and a 24% interest in AES Tietê. AES retains control of these entities through the holding company, Brasiliana Energia, S.A.

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Competitive Supply
(As of December 31, 2004)

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(1)          Although our equity interest in these businesses is zero, we operate these businesses through a management agreement. We previously owned Quebrada de Ullum from 1998 to 2004.

Large Utilities
(As of December 31, 2004)

(1)          IPL plants: Eagle Valley, Georgetown, Harding Street, Petersburg

(2)          EDC plants: Amplicacion Tacoa, Tacoa, Arrecifes, Oscar Augusto Machado, Genevapca

(3)          As a result of the restructuring described above between some of our Brazilian holding companies and BNDES which was completed in January 2004, our ownership interest in Eletropaulo is 32%. AES retains control through the holding company, Brasiliana Energia, S.A.

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Growth Distribution
(As of December 31, 2004)

(1)          SONEL plants: Edéa, Song Loulou, Limbé, Bassa, Bafoussam, Logbaba, Logbaba II, Oyomabang I, Oyomabang II, Mefou, Lagdo, Djamboutou

(2)          Although our equity interest in this business is zero, we operate it through a management agreement. AES previously had a controlling interest in EDE Este from 1999 to 2004.

(3)          As a result of the restructuring described above between some of our Brazilian holding companies and BNDES which was completed in January 2004, AES Sul may be contributed at the option of BNDES to Brasiliana Energia after AES Sul has completed its own debt restructuring.

Growth Opportunities

AES continuously considers options for growth opportunities to expand our business. In addition to expanding our two primary lines of business, power generation and distribution, we believe we can leverage the skills and experience necessary to be successful in our primary businesses into other businesses that have similar characteristics. We believe the transferable skills include our knowledge and skill in dealing with complex deal structuring and project financing for large capital intensive projects and dynamic local

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political and regulatory environments. We believe we have an additional advantage in situations where we can find a direct link to our existing businesses. Our existing presence in certain countries can provide the relationships and insight into local rules, regulations, politics, and business practices needed to be successful in both power and related non-power sectors. For example, we have already begun to implement this strategy in Kazakhstan where we own and operate coal mines, the Middle East, where we own and operate water desalination plants, and the Dominican Republic, where we own and operate an LNG regasification terminal, each ancillary to our existing power businesses.

Customers

We sell to a wide variety of customers. No individual customer accounted for more than 10% of our 2004 total revenues.

Employees

As of December 31, 2004, we employed approximately 30,000 people.

How to Contact AES and Sources of Other Information

Our principal offices are located at 4300 Wilson Boulevard, Arlington, Virginia 22203. Our telephone number is (703) 522-1315. Our web address is http://www.aes.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and any amendments to such reports filed pursuant to section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 are posted on our website at http://www.aes.com. After the reports are filed with the Securities and Exchange Commission, they are available from the Company free of charge. Material contained on our website is not part of and is not incorporated by reference in this report on Form 10-K/A.

Executive Officers of the Registrant

The following individuals listed below are AES’s present executive officers:

Paul T. Hanrahan, 47 years old, is the President and Chief Executive Officer of the Company. Prior to assuming his current position, Mr. Hanrahan was the Chief Operating Officer and Executive Vice President of the Company. In this role he was responsible for business development activities and the operation of multiple electric utilities and generation facilities in Europe, Asia and Latin America. Mr. Hanrahan was previously the President and CEO of the AES China Generating Company, Ltd., a public company formerly listed on NASDAQ. Mr. Hanrahan also has managed other AES businesses in the United States, Europe and Asia. Prior to joining AES, Mr. Hanrahan served as a line officer on the U.S. fast attack nuclear submarine, USS Parche (SSN-683). Mr. Hanrahan is a graduate of Harvard Business School and the U.S. Naval Academy.

Joseph C. Brandt, 40 years old, is Executive Vice President, Chief Operating Officer of Integrated Utilities of the Company. From January 2002 to February 2003, Mr. Brandt was President and Group Manager for AES Andes, covering AES business interests in Argentina. From 1998 to 2002, Mr. Brandt held various corporate and development positions with the Company. Prior to joining the Company, Mr. Brandt was an Investment Analyst & Portfolio Manager at McGinnis Advisors in San Antonio, Texas. Mr. Brandt also held positions at the law firm, Latham & Watkins, and at the University of Santa Clara, California. The Company announced on March 30, 2005 that Mr. Brandt is leaving the Company.

Robert F. Hemphill, Jr., 61 years old, was appointed Executive Vice President, Global Development on February 5, 2004. Mr. Hemphill served as a director of AES from June 1996 to February 2004 and was an Executive Vice President from 1982 to June 1996. Prior to this, Mr. Hemphill held various leadership positions since joining the Company in 1982. Mr. Hemphill also serves on the Boards of Reactive Nanotechnologies, Inc., Trophogen Inc. and Chameleon Technologies.

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William R. Luraschi, 41 years old, was appointed Executive Vice President in July 2003 and has been Vice President of the Company since January 1998, and General Counsel of the Company since January 1994. Mr. Luraschi also was Secretary from February 1996 until June 2002. Prior to that, Mr. Luraschi was an attorney with the law firm of Chadbourne & Parke L.L.P.

John Ruggirello, 54 years old, was appointed Chief Operating Officer for Generation in February 2003. Mr. Ruggirello was appointed Executive Vice President of the Company in February 2000, was Senior Vice President until February 2000 and was appointed Vice President in January 1997. Mr. Ruggirello previously led the AES Enterprise Group, with responsibility for project development, construction and plant operations in the United States. Prior to joining the Company in 1987, Mr. Ruggirello was Operations Manager for a division of the Diamond Shamrock Corporation.

Barry J. Sharp, 45 years old, was appointed Chief Financial Officer in 1987. Mr. Sharp was appointed Executive Vice President in February 2001, Senior Vice President in January 1998 and had been a Vice President since 1987. He also served as Secretary of the Company until February 1996. From 1986 to 1987, Mr. Sharp served as the Company’s Director of Finance and Administration. Mr. Sharp is a certified public accountant.