AES » Topics » Item 7.01 Regulation FD Disclosure.

This excerpt taken from the AES 8-K filed Nov 6, 2009.

Item 7.01 Regulation FD Disclosure.

On November 6, 2009, AES issued a press release announcing its financial results for the quarter ended September 30, 2009 and updated its 2009 guidance. A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein. Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

2010-2011 Guidance

On November 6, 2009, the Company announced that it entered into a binding Stock Purchase Agreement with China Investment Corporation (CIC), pursuant to which the Company will sell 125.5 million shares to CIC for $12.60 per share, for aggregate proceeds of $1.6 billion, subject to customary closing conditions. The Company has not determined the use of proceeds for the transaction, however, the Company may elect to use $1.0 to 1.5 billion of these proceeds to temporarily pay down recourse debt in 2010, pending investments in other projects. The effect of these transactions, without any assumed contributions from the remaining proceeds, is expected to be dilutive to 2010 diluted earnings per share from continuing operations by approximately $0.12. For adjusted earnings per share, adjustment factors include $0.04 to 0.06 related to estimated costs associated with the early retirement of debt, offset by approximately $0.01 related to a difference in the dilutive impact of the additional shares. Based on these adjustment factors, these transactions would be expected to be dilutive to 2010 adjusted earnings per share by $0.07 to 0.09. Adjusted earnings per share is a non-GAAP financial measure which is reconciled in the preceding sentences. The definition of adjusted earnings per share is set forth below.

The Company will update its 2010 and 2011 guidance on its fourth quarter earnings conference call. The Company intends to file a Form 8-K under Items 1.01 and 3.02 with further information on the transaction, within four business days of the execution of the Stock Purchase Agreement, in accordance with SEC requirements.

Adjusted earnings per share (a non-GAAP financial measure) is defined as diluted earnings per share from continuing operations excluding gains or losses of the consolidated entity due to (a) mark-to-market amounts related to FAS 133 derivative transactions, (b) unrealized foreign currency gains or losses, (c) significant gains or losses due to dispositions and acquisitions of business interests, (d) significant losses due to impairments, and (e) costs due to the early retirement of debt. AES believes that adjusted earnings per share better reflects the underlying business performance of the Company, and is considered in the Company’s internal evaluation of financial performance. Factors in this determination include the variability due to mark-to-market gains or losses related to derivative transactions, currency gains or losses, losses due to impairments and strategic decisions to dispose or acquire business interests or retired debt which affect results in a given period or periods. Adjusted earnings per share should not be construed as an alternative to earnings per share, which is determined in accordance with GAAP.

Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

Safe Harbor Disclosure

This Form 8-K contains forward-looking statements within the meaning of the Securities Act and of the Exchange Act. Such forward-looking statements include, but are not limited to, those related to future earnings growth and financial and operating performance. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES’s current expectations based on reasonable assumptions. Forecasted financial information is based on certain material assumptions. These assumptions include, but are not limited to accurate projections of future interest rates, commodity prices and foreign currency pricing, continued normal or better levels of operating performance and electricity demand at our distribution companies and operational performance at our generation businesses consistent with historical levels, as well as achievements of planned productivity improvements and incremental growth from investments at investment levels and rates of return consistent with prior experience. For additional assumptions see the Appendix to this presentation.

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in AES’s filings with the Securities and Exchange Commission including but not limited to the risks discussed under Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as well as our other SEC filings. AES undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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This excerpt taken from the AES 8-K filed May 27, 2009.

Item 7.01 Regulation FD Disclosure.

On May 27, 2009, The AES Corporation (the “Company”) posted information on its website in connection with its 2009 Investor Day. The materials posted on the website (www.aes.com) include the Company’s guidance issued for 2009-2011, other information relevant to the Company’s valuation, and other information about the Company. The valuation information provided by the Company does not reflect the Company’s view of its internal valuation. Rather, this information is provided to illustrate values which result from the application of certain market multiples to the Company’s financial metrics. These values do not reflect the value of the Company’s development pipeline, change in control premium or other factors relevant to the Company’s view of its valuation. Investors and analysts are encouraged to conduct their own analysis regarding the Company’s valuation. See “Safe Harbor Disclosure” below.

A copy of select slides from the presentation is being furnished as Exhibit 99.1 attached hereto and are incorporated by reference herein. Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

The Company will webcast its investor day on Wednesday, May 27, 2009 at 9:00 a.m. Eastern Daylight Time (EDT). The session will include prepared remarks and a question and answer session. It will be open to the media and the public in a listen-only mode by webcast. Interested parties may access the webcast and presentation materials on the AES website at www.aes.com. A webcast replay, as well as a replay in downloadable MP3 format, will be accessible at www.aes.com beginning shortly after the completion of the call.

Safe Harbor Disclosure

This Form 8-K contains forward-looking statements within the meaning of the Securities Act and of the Exchange Act. Such forward-looking statements include, but are not limited to, those related to future earnings growth and financial and operating performance. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES’s current expectations based on reasonable assumptions. Forecasted financial information is based on certain material assumptions. These assumptions include, but are not limited to accurate projections of future interest rates, commodity prices and foreign currency pricing, continued normal or better levels of operating performance and electricity demand at our distribution companies and operational performance at our generation businesses consistent with historical levels, as well as achievements of planned productivity improvements and incremental growth from investments at investment levels and rates of return consistent with prior experience. For additional assumptions see the Appendix to this presentation.

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in AES’s filings with the Securities and Exchange Commission including but not limited to the risks discussed under Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as well as our other SEC filings. AES undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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This excerpt taken from the AES 8-K filed Mar 30, 2009.

Item 7.01         Regulation FD Disclosure.

 

The AES Corporation (the “Company”) intends to include certain information on its website today which has not previously been disclosed.

 

The information on the Company’s website shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act’) or the Exchange Act regardless of any general incorporation language in such filing.

 

This excerpt taken from the AES 8-K filed Mar 20, 2009.

Item 7.01               Regulation FD Disclosure.

 

As a result of the termination of the agreements described in Item 1.02 to this Form 8-K, the Company is modifying its diluted earnings per share guidance range for 2009.  The guidance range of $0.87 to $0.97 issued on February 27, 2009 is being increased to $1.03-$1.13 to reflect a $0.16 gain on the sale of the Kazakhstan businesses. 

 

This information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

This excerpt taken from the AES 8-K filed Feb 27, 2009.

Item 7.01  Regulation FD Disclosure.

 

On February 26, 2009, The AES Corporation issued a press release announcing its financial results for the quarter and year ended December 31, 2008 and its 2009 guidance. A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.  Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

Safe Harbor Disclosure

 

This Form 8-K contains forward-looking statements within the meaning of the Securities Act and of the Exchange Act. Such forward-looking statements include, but are not limited to, those related to future earnings growth and financial and operating performance. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES’s current expectations based on reasonable assumptions. Forecasted financial information is based on certain material assumptions. These assumptions include, but are not limited to accurate projections of future interest rates, commodity prices and foreign currency pricing, continued normal or better levels of operating performance and electricity demand at our distribution companies and operational performance at our generation businesses consistent with historical levels, as well as achievements of planned productivity improvements and incremental growth from investments at investment levels and rates of return consistent with prior experience. For additional assumptions see the Appendix to this presentation.

 

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in AES’s filings with the Securities and Exchange Commission including but not limited to the risks discussed under Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as well as our other SEC filings. AES undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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This excerpt taken from the AES 8-K filed Dec 31, 2008.
Regulation FD Disclosure.

 

As a result of the impairment charge described in Item 2.06 to this Form 8-K, the Company is modifying its diluted earnings per share guidance for 2008 by the amount of the impairment charge, which is approximately $0.04 to $0.09 per share.  No other elements of the Company’s previously disclosed guidance are affected by the impairment charge.

 

This information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

This excerpt taken from the AES 8-K filed Nov 7, 2008.

Item 7.01  Regulation FD Disclosure.

 

On November 6, 2008, The AES Corporation issued a press release announcing its financial results for the quarter ended September 30, 2008 and revisions to its previously announced guidance.  The Company currently plans to provide additional revised guidance when it reports its year-end results for all guidance not addressed in the attached release, including the years beyond 2009.  A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.  Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

Safe Harbor Disclosure

 

This Form 8-K contains forward-looking statements within the meaning of the Securities Act and of the Exchange Act.  Such forward-looking statements include, but are not limited to, those related to future earnings, growth and financial and operating performance.  Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES’s current expectations based on reasonable assumptions.  Forecasted financial information is based on certain material assumptions.  These assumptions include, but are not limited to, continued normal levels of operating performance and electricity volume at our distribution companies and operational performance at our generation businesses consistent with historical levels, as well as achievements of planned productivity improvements and incremental growth investments at normalized investment levels and rates of return consistent with prior experience.

 

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in AES’s filings with the Securities and Exchange Commission, including, but not limited to, the risks discussed under Item 1A “Risk Factors” in AES’s 2007 Annual Report on Form 10-K.  Readers are encouraged to read AES’s filings to learn more about the risk factors associated with AES’s business.  AES undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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This excerpt taken from the AES 8-K filed Aug 8, 2008.

Item 7.01  Regulation FD Disclosure.

 

On August 8, 2008, The AES Corporation issued a press release announcing its financial results for the quarter ended June 30, 2008 and revising certain elements of its 2008 guidance. A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.  Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

2



 

This excerpt taken from the AES 8-K filed May 9, 2008.

Item 7.01  Regulation FD Disclosure.

 

On May 8, 2008, The AES Corporation issued a press release announcing its financial results for the quarter ended March 31, 2008.  A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.  Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

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This excerpt taken from the AES 8-K filed Mar 17, 2008.

Item 7.01  Regulation FD Disclosure.

 

On March 17, 2008, The AES Corporation issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2007 and guidance for 2008. A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.  Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

 

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This excerpt taken from the AES 8-K filed Mar 3, 2008.

Item 7.01       Regulation FD Disclosure

 

As disclosed in the Company’s Form 8-K dated February 5, 2008, the Company has identified certain charges which may impact its 2007 Guidance.  These charges include:

 

·              A non-cash impairment of AES Uruguaiana (“Uruguaiana”), a 639 MW gas-fired facility in Brazil in which the Company indirectly owns a 46% interest, which relates to curtailment of natural gas supplies from Argentina and is forcing Uruguaiana to purchase electricity on the spot market to satisfy its commitments.  The Company’s ownership adjusted interest in the net book value of Uruguaiana as of December 31, 2007 is approximately $163 million (unaudited), excluding the impairment.

 

·              A non-cash impairment of prepaid carbon emission credits (“CERs”) from AgCert, a United Kingdom company that produces CERs, related to AgCert’s potential inability to deliver the CERs or to repay the sums advanced. The CERs are classified on the Company’s balance sheet as non-current assets with a net book value of $52 million (unaudited) as of December 31, 2007.

 

·              A non-cash, non-recurring deferred tax charge related to a change in Mexican tax laws in the fourth quarter of 2007.  Although the Company expects to record the adjustment in its 2007 financial statements, it is seeking certain third party consents to implement a tax planning strategy, which would allow it to reverse significantly all of the 2007 deferred tax charge in a subsequent period as deferred tax benefit. There are no assurances that the tax strategy will be successful.

 

Based on current information, the Company projects that these charges will decrease net income by a total of approximately $221 million, with $163 million of the reduction coming from the Uruguaiana Impairment, $9.0 million coming from the AgCert Impairment and $49 million from the deferred tax charge relating to the change in Mexican tax laws.  On a per share basis, these charges are expected to reduce 2007 guidance on earnings per share from continuing operations by a total of $0.32, with $0.24 of the reduction coming from the Uruguaiana Impairment, $0.01 coming from the AgCert Impairment and $0.07 from the deferred tax charge relating to the change in Mexican tax laws.  Because the Company excludes impairment charges from its definition of adjusted earnings per share (a non-GAAP measure) (1), only the $0.07 reduction for the deferred tax charge relating to the change in Mexican tax laws will impact the Company’s adjusted earnings per share.  In addition, because these are non-cash charges, they will not impact 2007 operating cash flow guidance or 2007 free cash flow guidance (a non-GAAP metric)(2).

 


(1) The Company defines “adjusted earnings per share” (a non-GAAP financial measure) as diluted earnings per share from continuing operations excluding gains or losses associated with (a) mark-to-market amounts related to FAS 133 derivative transactions, (b) foreign currency transaction impacts on the net monetary position related to Brazil and Argentina, (c) significant asset gains or losses due to disposition transactions and impairments, and (d) costs related to the early retirement of recourse debt. AES believes that adjusted earnings per share better reflects the underlying business performance of the Company, and is considered in the Company’s internal evaluation of financial performance. Factors in this determination include the variability associated with mark-to-market gains or losses related to certain derivative transactions, currency transaction gains or losses, periodic strategic decisions to dispose of certain assets which may influence results in a given period, and the early retirement of corporate debt.

 

 (2) The Company defines “free cash flow” (a non-GAAP financial measure) as net cash from operating activities less maintenance capital expenditures (including environmental capital expenditures). AES believes that free cash flow is a useful measure for evaluating our financial condition because it represents the amount of cash provided by operations less maintenance capital expenditures as defined by our businesses that may be available for investing or for repaying debt.

 

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Because the Company has not completed its year-end financial close, additional review and analysis may cause us to identify additional factors that affect guidance or to reevaluate currently identified factors.  As noted above, the Company currently expects to file the 2007 Form 10-K on or before March 17, 2008.

 

The information set forth above is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

 

This excerpt taken from the AES 8-K filed Feb 5, 2008.

Item 7.01               Regulation FD Disclosure

 

2007 Guidance

 

The Company has identified a non-cash impairment of AES Uruguaiana (“Uruguaiana”), a 639 MW gas-fired facility in Brazil in which the Company indirectly owns a 46% interest.  The Company has not completed its calculation of the impairment, which was identified during the year-end closing process for 2007, and relates to curtailment of natural gas supplies in the Brazil market which is forcing Uruguaiana to purchase electricity via bilateral agreements and on the spot market to satisfy its commitments.   For the year ended December 31, 2007, Uruguaiana is expected to contribute losses to the Company’s net income from continuing operations of approximately $30 million (unaudited), excluding the impairment, of which approximately $12 million (unaudited) is already included in the financial statements for the nine months ended September 30, 2007.  The Company’s ownership adjusted interest in the net book value of Uruguaiana as of December 31, 2007 is approximately $162 million (unaudited), excluding the impairment. The impairment is expected to have a significant impact on 2007 GAAP earnings per diluted share, but no impact on 2007 operating cash flow guidance or 2007 adjusted earnings per share guidance.

 

In addition, the Company is continuing to review other matters that currently are not expected to impact 2007 operating cash flow guidance but may impact 2007 GAAP earnings per share, including a potential impairment of prepaid carbon emission credits (“CERs”) from AgCert, a United Kingdom company that produces CERs, related to AgCert’s potential inability to deliver the CERs or to repay the sums advanced. The CERs are classified on the Company’s balance sheet as non-current assets with a net book value of $52 million (unaudited) as of December 31, 2007. The Company is also reviewing a potential non-recurring deferred tax charge related to a change in Mexican tax laws in the fourth quarter of 2007 of potentially up to approximately $72 million.  The impact on 2007 GAAP earnings per share of these potential charges, if any, is not yet known.  If the Company does record additional charges relating to these items, only the potential non-recurring deferred tax charges related to the change in Mexican tax laws would impact adjusted earnings per share.

 

Because the Company has not completed its year-end financial close, additional review and analysis may cause us to identify additional factors that affect guidance or to reevaluate currently identified factors.  The Company intends to announce its final 2007 results once the year-end closing process is complete.

 



 

2008 and Long-Term Guidance

 

In view of the disposition of AES Ekibastuz LLP and Maikuben West LLP, the Company is reviewing its budget, 2008 guidance and long-term guidance.  The Company anticipates updating its guidance after it announces its 2007 results.

 

The information above is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

 

This excerpt taken from the AES 8-K filed May 23, 2007.

Item 7.01  Regulation FD Disclosure.

On May 23, 2007, The AES Corporation issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2006. A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.  Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

2




This excerpt taken from the AES 8-K filed Sep 27, 2006.

Item 7.01       Regulation FD Disclosure

        The AES Corporation announced that AES Transgás Empreendimentos S.A.(Transgás), a wholly-owned subsidiary of Brasiliana Energia S.A. (Brasiliana), expects to close today a secondary offering of preferred stock representing approximately 33% of Eletropaulo Metropolitana Eletricidade de São Paulo S.A. (Eletropaulo), a regulated electric utility in Brazil. Brasiliana is jointly owned by AES and the Brazilian National Development Bank (BNDES). Following completion of the transaction, AES will maintain its controlling interest in Eletropaulo and will have an economic interest of approximately 18% in Eletropaulo (approximately 16% if the over-allotment option is fully exercised). Proceeds from the secondary offering are expected to be approximately $530 million (up to approximately $610 million at current exchange rates if the over-allotment option is fully exercised) and will be used to repay debt owed to BNDES, which was $595 million as of June 30, 2006. AES expects these transactions to result in an after-tax charge to 2006 earnings, primarily related to the non-cash realization of cumulative currency translation losses associated with its investment in Eletropaulo. Excluding this charge, AES sees no change to its 2006 earnings guidance, due to the limited recurring impact in the remainder of this year.

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SIGNATURE

                Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

THE AES CORPORATION

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Victoria D. Harker

 

 

 

 

Name: Victoria D. Harker

 

 

 

 

Title: Executive Vice President and Chief Financial Officer

 

 

 

 

 

Date: September 27, 2006

 

 

 

 

 

 

3



This excerpt taken from the AES 8-K filed May 10, 2006.

Item 7.01                           Regulation FD Disclosure

 

On May 8, 2006 The AES Corporation posted on its website the First Quarter 2006 Financial Review Presentation that was referenced in investor discussions during the financial review. A copy of the First Quarter 2006 Financial Review Presentation is attached hereto as exhibit 99.1.

 

Attached hereto as Exhibit 99.2, which is incorporated herein by reference, is a copy of certain slides used by the Company in making a presentation to analysts, potential investors and shareholders and that are expected to be used in subsequent presentations to interested parties, including analysts, potential investors and shareholders. This information is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of the Section and is not incorporated by reference into any Securities Act registration statements. Additionally, the submission of this report on Form 8-K is not an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD. Any information in this report supercedes inconsistent or outdated information contained in earlier Regulation FD disclosures.

 

This excerpt taken from the AES 8-K filed Apr 4, 2006.

Item 7.01         Regulation FD Disclosure.

 

On April 4, 2006 The AES Corporation issued a Media Advisory announcing a financial review teleconference on Thursday, April 6, 2006. On April 4, 2006 the Company posted on its website the 2005 Financial Review and 2006 Outlook and the AES Investor Presentation that will be referenced in investor discussions prior to and during the financial review. A copy of the Media Advisory, the 2005 Financial Review and 2006 Outlook and the AES Investor Presentation is attached hereto as exhibits 99.1, 99.2 and 99.3.

 

This excerpt taken from the AES 8-K filed Apr 4, 2006.

Item 7.01                            Regulation FD Disclosure.

 

On April 4, 2006 The AES Corporation issued a press release announcing its Fourth Quarter and Full Year 2005 Results and Fourth Quarter and Full Year 2005 Results Financial Review presentation teleconference to be held on Thursday, April 6, 2006, and posted on the Company’s website the AES Investor Presentation that will be referenced in investor discussions prior to and during the financial review. A copy of the Fourth Quarter and Full Year 2005 Press Release is attached hereto as Exhibit 99.1.

 

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This excerpt taken from the AES 8-K filed Apr 5, 2005.

Item 7.01               Regulation FD Disclosure.

 

Barry J. Sharp, Chief Financial Officer and Executive Vice President of The AES Corporation, is participating in a conference being held on April 5 - 6, 2005.  A copy of Mr. Sharp’s slide presentation is being furnished as Exhibit 99.1 to this Current Report on Form 8-K which is incorporated by reference into this Item 7.01.  The information contained in the slide presentation furnished as an exhibit hereto and incorporated by reference into this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

 

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