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UNITED STATES FORM 12b-25
NOTIFICATION OF LATE FILING |
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Commission File Number 001-12291 |
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(Check one): |
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x Form 10-K |
o Form 20-F |
o Form 11-K |
o Form 10-Q |
o Form 10-D |
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o Form N-SAR |
o Form N-CSR |
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For Period Ended: |
December 31, 2007 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read Instructions (on back
page) Before Preparing Form. Please Print or Type. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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The AES Corporation |
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Full Name of Registrant |
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Former Name if Applicable |
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The AES
Corporation |
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Address of Principal Executive Office (Street and Number) |
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Arlington, VA 22203 |
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City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
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SEC 1344 (03-05) |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
The AES Corporation (the “Company”) announced today that it would delay the filing of its 2007 Annual Report on Form 10-K with the Securities and Exchange Commission. The Company’s 2007 Annual Report on Form 10-K could not be filed by February 29, 2008 without unreasonable effort or expense due to the fact that the Company has had to take significant time and allocate significant resources to prepare its financial statements as a result of its efforts to remediate its previously-disclosed material weaknesses and to evaluate certain prior period adjustments that will require the Company to restate its previously reported financial statements. The Company has filed a Form 8-K dated March 3, 2008 which further explains the restatement and the Company’s statement of non-reliance on prior period financial statements. Although the Company can provide no assurance that it will able to file its 2007 Form 10-K within the 15 calendar day extension period if additional issues are identified in its review, the Company currently believes that the Form 10-K will be filed within the extension period.
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(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification |
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Victoria D. Harker |
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(703) |
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682-6612 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). |
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x Yes o No |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
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x Yes o No |
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As noted in Part III above, the Company will be restating its prior period financial statements, including for the year ended December 31, 2006. The restatement is driven by a single non-cash adjustment which will increase 2006 net income by $32 million and relates to the accounting for a power purchase agreement at the Company’s facility in Deepwater Texas. Other adjustments will be included in the restatement that are not material. See the Company’s Form 8-K dated March 3, 2008 for additional information regarding the restatement. |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
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The AES Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date |
Date: March 3, 2008 |
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By |
/s/ Brian A. Miller |
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Name: Brian A. Miller |
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Title: Executive Vice President and General Counsel |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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