8-K

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 27, 2009

THE AES CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-12291	54-11263725
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

4300 Wilson Boulevard, Suite 1100

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)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

2

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Select Slides posted by The AES Corporation, dated May 27, 2009.

3

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.

	THE AES CORPORATION
Date: May 27, 2009	By:	/s/    Victoria D. Harker
	Name:	Victoria D. Harker
	Title:	Executive Vice President and Chief Financial Officer

4

EXHIBIT INDEX

No.	Description
99.1	Select Slides posted by The AES Corporation, dated May 27, 2009.

EX-99.1

Contains Forward Looking Statements

2009-2011 Guidance

2009

2010

2011

Consolidated

Proportional

1,2

Consolidated

Proportional

1,2

Consolidated

Proportional

1,2

Operating Cash Flow

$2,000-$2,200

$1,200-$1,350

$2,300-$2,600

$1,450-$1,650

$2,600-$3,000

$1,600-$1,900

Free Cash Flow

2

$1,300-$1,500

$650-$850

$1,600-$1,900

$900-$1,100

$1,900-$2,300

$1,100-$1,300

Gross Margin

$3,200-$3,400

$2,050-$2,150

$3,400-$3,700

$2,150-$2,350

$3,500-$3,900

$2,250-$2,550

Subsidiary Distributions

3

$1,100-$1,300

$1,100-$1,300

$1,100-$1,300

Adjusted Earnings Per Share

2

$0.97-$1.07

$1.05-$1.15

$1.20-$1.30

1.

The AES Corporation (the “Company”) is a holding company that derives its income and cash flows from the activities of its subsidiaries, some of which may not be wholly-owned by

the Company.  Accordingly, the Company has presented certain financial metrics which are defined as Proportional (a non-GAAP financial measure).  See “definitions.”

2.

A

non-GAAP

financial

measure.

See

“definitions”

and

reconciliation.  

3.

See “definitions.”

Note: 2009 Guidance is based on expectations for future foreign exchange rates and commodity prices as of March 31, 2009.  Actual results may differ.

$ in Millions, Except Earnings Per Share

Exhibit 99.1

Contains Forward Looking Statements

Reconciliation of 2009 Guidance

$0.97-$1.07

Adjusted Earnings Per Share

2

($0.06)

Pro forma Adjustments

4

$1.03-$1.13

Diluted Earnings Per Share

$1,100-$1,300

Subsidiary Distributions

3

2009

Consolidated

Adjustment Factors

1

Proportional

1,2

Operating Cash Flow

$2,000-$2,200

$800-$850

$1,200-$1,350

Operational Capex (a)

$575-$675

$150-$175

$425-$500

Environmental Capex (b)

$50-$100

$0-$25

$50-$75

Less: Maintenance Capex (a+b)

$625-$775

$150-200

$475-$575

Free Cash Flow

2

$1,300-$1,500

$650

$650-$850

Gross Margin

$3,200-$3,400

$1,150-$1,250

$2,050-$2,150

1.

The AES Corporation (the “Company”) is a holding company that derives its income and cash flows from the activities of its subsidiaries, some of which may not be wholly-owned by

the Company.  Accordingly, the Company has presented certain financial metrics which are defined as Proportional (a non-GAAP financial measure).  See “definitions.”

2.

A non-GAAP financial measure.  See “Definitions.”

3.

See “Definitions.”

4.

Reconciliation of Adjusted EPS includes $0.10 of adjustments primarily related to unrealized foreign currency and FAS 133 derivative losses offset by ($0.16) gain on sale of

Northern Kazakhstan businesses.

Note: 2009 Guidance is based on expectations for future foreign exchange rates and commodity prices as of March 31, 2009.  Actual results may differ.

$ in Millions, Except Earnings Per Share

Contains Forward Looking Statements

Reconciliation of 2010 Guidance

1.

The AES Corporation (the “Company”) is a holding company that derives its income and cash flows from the activities of its subsidiaries, some of which may not be wholly-owned by

the Company.  Accordingly, the Company has presented certain financial metrics which are defined as Proportional (a non-GAAP financial measure).  See “definitions.”

2.

A non-GAAP financial measure.  See “Definitions.”

3.

See “Definitions.”

4.

Primarily unrealized foreign currency and FAS 133 losses.

Note: 2010 Guidance is based on expectations for future foreign exchange rates and commodity prices as of March 31, 2009.  Actual results may differ.

$ in Millions, Except Earnings Per Share

$1.05-$1.15

Adjusted Earnings Per Share

2

$0.10

Pro forma Adjustments

4

$0.95-$1.05

Diluted Earnings Per Share

$1,100-$1,300

Subsidiary Distributions

3

2010

Consolidated

Adjustment Factors

1

Proportional

1,2

Operating Cash Flow

$2,300-$2,600

$850-$950

$1,450-$1,650

Operational Capex (a)

$575-$675

$125-$175

$450-$500

Environmental Capex (b)

$50-$100

$10-$20

$40-$80

Less: Maintenance Capex (a+b)

$625-$775

$135-$195

$490-$580

Free Cash Flow

2

$1,600-$1,900

$700-$800

$900-$1,100

Gross Margin

$3,400-$3,700

$1,250-$1,350

$2,150-$2,350

Contains Forward Looking Statements

Reconciliation of 2011 Guidance

1.

The AES Corporation (the “Company”) is a holding company that derives its income and cash flows from the activities of its subsidiaries, some of which may not be wholly-owned by

the Company.  Accordingly, the Company has presented certain financial metrics which are defined as Proportional (a non-GAAP financial measure).  See “definitions.”

2.

A non-GAAP financial measure.  See “Definitions.”

3.

See “Definitions.”

4.

Primarily unrealized foreign currency and FAS 133 losses.

Note: 2011 Guidance is based on expectations for future foreign exchange rates and commodity prices as of March 31, 2009.  Actual results may differ.

$ in Millions, Except Earnings Per Share

$1.20-$1.30

Adjusted

Earnings

Per

Share

$0.10

Pro

forma

Adjustments 

$1.10-$1.20

Diluted Earnings Per Share

$1,100-$1,300

Subsidiary

Distributions

2011

Consolidated

Adjustment Factors 

Proportional

1,2

Operating Cash Flow

$2,600-$3,000

$1,000-$1,100

$1,600-$1,900

Operational Capex (a)

$575-$675

$125-$175

$450-$500

Environmental Capex (b)

$50-$100

$5-$10

$45-$90

Less: Maintenance Capex (a+b)

$625-$775

$130-$185

$495-$590

Free

Cash

Flow

$1,900-$2,300

$800-$1,000

$1,100-$1,300

Gross Margin

$3,500-$3,900

$1,250-$1,350

$2,250-$2,550

2

4

3

2

1,2

1

Contains Forward Looking Statements

Sum

of

the

Parts

Also

Implies

Substantial

Undervaluation

Basis

$8.62

5,814

(11,581)

17,395

379

960

10,983

571

148

652

3,702

Unlisted Subs at

5.5x 2009

Proportional

EBITDA

$13.21

8,810

(11,581)

20,391

379

960

13,978

571

148

652

3,702

Unlisted Subs at

7x 2009

Proportional

EBITDA

379

PV @ 10%

Discount Rate

Net Operating Losses (NOLs)

10x Multiple Based

on European

Comps

652

10x 2009

Proportional

EBITDA²

Enterprise Value of Wind

148

Book Value

Solar Joint Venture

Based on 667

Million  Shares

$16.77

Implied Equity Value Per Share

11,186

Implied Equity Value

(11,581)

Net Proportional Debt (Excluding Debt of Listed

Subsidiaries)²

22,767

Total Implied Enterprise Value

Current 2011

Market Multiples

960

9x 2011 EPS  of

$0.16

Projects Under Construction (Excludes Projects

Under Gener)

Current 2009

EBITDA Market

Multiples

16,355

Enterprise Value of Unlisted Companies (Excluding

Wind, Solar and Equity Earnings)

571

9x AES Share of

2009 After-Tax

Earnings

Equity Earnings of Affiliates

3,702

Equity Market Cap

as of 5/22/09

Listed Subs (Tiete, Eletropaulo & Gener)

Remarks

Unlisted Subs at

8.2x 2009

Proportional

EBITDA

1.

The prices set forth do not reflect the Company’s view of valuation.  Rather, these numbers merely reflect the application of market multiples to certain of the Company’s financial metrics.  The resulting values

do not include the value of the Company’s development pipeline, change in control premium, or other factors relevant to the Company’s view of its valuation.

2.

A non-GAAP financial measure. Proportional EBITDA is calculated as proportional gross margin plus depreciation and amortization expense less general and administrative expense and is being used as a

proxy for earnings before interest, taxes, depreciation and amortization.  The Company’s calculation does not include other expense/income, gain on sale of investments, (loss) gain on sale of subsidiary stock,

impairment expense, foreign currency transaction (losses) gains on net monetary position or other non-operating expense. See appendix for reconciliation.  Midpoints of proportional EBITDA ranges have been

used to calculate enterprise values.

3.

Earnings component of “EPS”

refers to Adjusted Earnings Per Share, a non-GAAP financial measure.  See Appendix for definition and reconciliation.

$ in Millions, Except Earnings Per Share

2

2

2

1

3

Contains Forward Looking Statements

6.9x

8.6x

12.2x

Current Price

5/22/09

Current Market

Multiples

Historical Market

Multiples

4

5

5.5x

7.0x

8.2x

Current Price

5/22/09

Current Market

Multiples

Historical Market

Multiples

6

7

Stock Trades at a Discount Based on Existing Portfolio &

Reflects

No

Value

for

Development

Pipeline

$10.78

$15.25

1.

The prices set forth do not reflect the Company’s view of valuation.  Rather, these numbers merely reflect the application of market multiples to certain of the Company’s financial

metrics.  The resulting values do not include the value of the Company’s development pipeline, change in control premium, or other factors relevant to the Company’s view of its

valuation.

2.

P/E

based

on

2011

Adjusted

Earnings

Per

Share.

See

Appendix

for

definition

and

reconciliation.

3.

See slide 66 for sum of the parts analysis.  2009 EBITDA multiples applied to unlisted subsidiaries excluding wind, solar and equity earnings.

4.

Current Market

Multiples

are

based

on

2011

P/E

multiples

of

less

regulated

utilities

(Bank

of

America/Merrill

Lynch

research).

5.

Historical Market Multiples are based on last 10 years average of two-year forward P/E multiples of integrated utilities (Barclays research).

6.

Current Market Multiples are based on 2009 EV/EBITDA multiples of less regulated utilities (Bank of America/Merrill Lynch research).

7.

Historical Market Multiples are based on average of last five years multiples of less regulated utilities (Bank of America/Merrill Lynch research).

$8.62

$13.21

$16.77

$8.62

Based on 2011 P/E Multiples

Based on Sum of the Parts

1

2

3

Contains Forward Looking Statements

Stock Trades at a Discount Based on Existing Portfolio &

Reflects No Value for Development Pipeline

$8.62

$15-$18

1.

Proportional free cash flow and proportional free cash flow yield, non-GAAP financial measures (see Appendix for definitions and reconciliations), are based on mid-point of 2011

guidance

of

$1.2

billion

and

share

count

of

667

million.

Target

yield

represents

Company's view

of

investors'

expectations. 

2.

The

price

noted

here

does

not

reflect

the

Company’s

view

of

its

valuation.

Rather,

the

number

merely

reflects

the

application

of

a

12%

free

cash

flow

yield

to

the

Company’s

stock

price.  The resulting value does not include the value of the Company’s development pipeline, change in control premium or other factors relevant to the Company’s view of its

valuation.

Based on 2011 Proportional

Free Cash Flow Yield

2

1

21%

10%-12%

Current Price 5/22/09

Target Yield

Contains Forward Looking Statements

Reconciliation

of

Proportional

EBITDA

1

1.

A non-GAAP financial measure.  See “definitions.”

2.

The AES Corporation (the “Company”) is a holding company that derives its income and cash flows from the activities of its subsidiaries, some of which may not be wholly-owned by

the Company.  Accordingly, the Company has presented certain financial metrics which are defined as Proportional (a non-GAAP financial measure).  See “definitions.”

3.

Net of General & Administrative.  Solar and other equity method affiliates not included.

$2,525-$2,725

Total

$1,950-$2,050

Unlisted

Companies

(Excluding

Wind)

3

$300

-

$300

Less General & Administrative

$2,525-$2,725

$1,325-$1,425

$3,850-$4,150

EBITDA

$50-$80

Wind

$525-$595

Listed Subs (Tiete, Eletropaulo & Gener)

2009 Proportional EBITDA

Consolidated

Adjustment

Factor

Proportional

Gross Margin

$3,200-$3,400

$1,150-$1,250

$2,050-$2,150

Add Depreciation & Amortization

$950-$1,050

$175

$775-$875

2

1,2

Contains Forward Looking Statements

Definitions

Non-GAAP Financial Measures

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

Free cash flow (a non-GAAP financial measure) is defined 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 

Parent Company Liquidity (a non-GAAP financial measure) is defined as cash at the Parent Company plus availability under corporate revolver plus cash at

qualifying holding companies (QHCs). AES believes that unconsolidated Parent Company liquidity is important to the liquidity position of AES as a Parent

Company because of the non-recourse nature of most of AES’s indebtedness

Subsidiary Liquidity (a non-GAAP financial measure) is defined as cash and cash equivalents and bank lines of credit at various subsidiaries.

The AES Corporation (the “Company”) is a holding company that derives its income and cash flows from the activities of its subsidiaries, some of which may

not be wholly-owned by the Company.  Accordingly, the Company has presented certain financial metrics which are defined as Proportional (a non-GAAP

financial measure)

Proportional metrics present the Company’s estimate of its share in the economics of the underlying metric.  The Company believes that the Proportional

metrics are useful to investors because they exclude the economic share in the metric presented that is held by non-AES shareholders. For example,

Operating Cash Flow is a GAAP metric which presents the Company’s cash flow from operations on a consolidated basis, including operating cash flow

allocable to noncontrolling interests.  Proportional Operating Cash Flow removes the share of operating cash flow allocable to noncontrolling interests and

therefore may act as an aid in the valuation the Company.  Proportional measures are considered in the Company’s internal evaluation of financial

performance

Proportional metrics are reconciled to the nearest GAAP measure.  Certain assumptions have been made to estimate our proportional financial measures. 

These assumptions include: (i) the Company’s economic interest has been calculated based on a blended rate for each consolidated business when such

business represents multiple legal entities; (ii) the Company’s economic interest may differ from the percentage implied by the recorded net income or loss

attributable to noncontrolling interests or dividends paid during a given period; (iii) the Company’s economic interest for entities accounted for using the

hypothetical liquidation at book value method is 100%; (iv) individual operating performance of the Company’s equity method investments is not reflected and

(v) all intercompany amounts have been excluded as applicable

Contains Forward Looking Statements

Definitions (cont’d)

Non-GAAP Financial Measures

Subsidiary Distributions should not be construed as an alternative to Net Cash Provided by Operating Activities which are

determined in accordance with GAAP.  Subsidiary Distributions are important to the Parent Company because the Parent

Company is a holding company that does not derive any significant direct revenues from its own activities but instead relies

on its subsidiaries’ business activities and the resultant distributions to fund the debt service, investment and other cash

needs of the holding company.  The reconciliation of difference between the Subsidiary Distributions and Net Cash

Provided by Operating Activities consists of cash generated from operating activities that is retained at the subsidiaries for a

variety of reasons which are both discretionary and non-discretionary in nature.  These factors include, but are not limited

to, retention of cash to fund capital expenditures at the subsidiary, cash retention associated with non-recourse debt

covenant restrictions and related debt service requirements at the subsidiaries, retention of cash related to sufficiency of

local GAAP statutory retained earnings at the subsidiaries, retention of cash for working capital needs at the subsidiaries,

and other similar timing differences between when the cash is generated at the subsidiaries and when it reaches the Parent

Company and related holding companies

Net Capacity Factor (NCF) – % of total hours a plant operated

Equivalent Availability Factor (EAF) – % of total potential energy output a plant could have produced

Equivalent Forced Outage Rate (EFOR) – % of hours a plant had an unplanned outage

Utility Losses – % of energy lost due to non-technical reasons (theft, fraud, etc.)