0000874761FALSE00008747612022-05-052022-05-050000874761us-gaap:CommonStockMember2022-05-052022-05-050000874761aes:CorporateUnitsMember2022-05-052022-05-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________________________________________________________________
FORM 8-K
________________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 5,
2022
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THE AES CORPORATION
(Exact name of registrant as specified in its charter)
_________________________________________________________________________________________________________________
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Delaware |
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001-12291 |
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54-1163725 |
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(State or other jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
4300 Wilson Boulevard
Arlington, Virginia 22203
(Address of principal executive offices, including zip
code)
Registrant’s telephone number, including area code:
(703) 522-1315
NOT APPLICABLE
(Former name or former address, if changed since last
report)
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Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the
Act: |
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
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Common Stock, par value $0.01 per share |
AES |
New York Stock Exchange |
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Corporate Units |
AESC |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 2.02 Results of Operations and Financial
Condition.
On May 5, 2022, The AES Corporation (“AES” or the “Company”)
issued a press release announcing its financial results for the
quarter and year ended March 31, 2022. 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 2.02 and shall not be deemed
“filed” for any purpose, including for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(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 of 1933, as amended (the
“Securities Act”), or the Exchange Act regardless of any general
incorporation language in such filing.
Item 7.01 Regulation FD Disclosure.
On May 5, 2022, AES issued a press release announcing its
financial results for the quarter ended March 31, 2022, its most
recent guidance and provided additional forward-looking
information. 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 news release 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’ current
expectations based on reasonable assumptions. Forecasted financial
information is based on certain material assumptions. These
assumptions include, but are not limited to, our expectations
regarding accurate projections of future interest rates, commodity
price and foreign currency pricing, 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 execution of PPAs,
conversion of our backlog and growth investments at normalized
investment levels, rates of return consistent with prior experience
and the COVID-19 pandemic.
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’ filings with the
Securities and Exchange Commission (the “SEC”), including, but not
limited to, the risks discussed under Item 1A “Risk Factors”
and Item 7: Management’s Discussion & Analysis in
AES’ 2021 Annual Report on Form 10-K and in subsequent reports
filed with the SEC. Readers are encouraged to read AES’ filings to
learn more about the risk factors associated with AES’ business.
AES undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any Stockholder who desires a copy of the Company’s 2021 Annual
Report on Form 10-K filed February 28, 2022, or subsequent filings
with the SEC,
may obtain a copy (excluding the exhibits thereto) without charge
by addressing a request to the Office of the Corporate Secretary,
The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia
22203. Exhibits also may be requested, but a charge equal to the
reproduction cost thereof will be made. A copy of the Annual Report
on Form 10-K may also be obtained by visiting the Company’s website
at www.aes.com.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press
Release issued by The AES Corporation, dated May 5,
2022
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf of the undersigned hereunto duly
authorized.
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THE AES CORPORATION |
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Date: |
May 5, 2022 |
By: |
/s/ Stephen Coughlin |
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Name: |
Stephen Coughlin |
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Title: |
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. |
Description |
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Press Release issued by The AES Corporation,
dated
May 5, 2022
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101 |
Inline XBRL Document Set for the Cover Page from this Current
Report on Form 8-K, formatted as Inline XBRL |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
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