Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
AES Corporation
Common Stock
CUSIP Number 00130H105
Date of Event Which Requires Filing of this Statement: December 31, 2003
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP No. 00130H105
1) Name of reporting person:
Legg Mason Funds Management, Inc.
Tax Identification No.:
52-2268681
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 67,560,698
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 67,560,698
9) Aggregate amount beneficially owned by each reporting person:
67,560,698
10) Check if the aggregate amount in row (9) excludes certain shares
n/a
11) Percent of class represented by amount in row (9):
10.85%
12) Type of reporting person:
IA, CO
CUSIP No. 00130H105
1) Name of reporting person:
Legg Mason Capital Management, Inc.
Tax Identification No.:
52-1268629
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 34,694,400
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 34,694,400
9) Aggregate amount beneficially owned by each reporting person:
34,694,400
10) Check if the aggregate amount in row (9) excludes certain shares
n/a
11) Percent of class represented by amount in row (9):
5.57%
12) Type of reporting person:
IA, CO
CUSIP No. 00130H105
1) Name of reporting person:
LMM, LLC
Tax Identification No.:
52-2204753
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 8,000,000
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 8,000,000
9) Aggregate amount beneficially owned by each reporting person:
8,000,000
10) Check if the aggregate amount in row (9) excludes certain shares
n/a
11) Percent of class represented by amount in row (9):
1.28%
12) Type of reporting person:
IA, OO
CUSIP No. 00130H105
1) Name of reporting person:
Legg Mason Value Trust, Inc.
Tax Identification No.:
52-1250327
2) Check the appropriate box if a member of a group:
a) n/a
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 51,200,000
7) Sole dispositive power - 0 -
8) Shared dispositive power: 51,200,000
9) Aggregate amount beneficially owned by each reporting person
51,200,000
10) Check if the aggregate amount in row (9) excludes certain shares
n/a
11) Percent of class represented by amount in row (9):
8.22%
12) Type of reporting person:
IV, CO
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Item 1a) Name of issuer:
AES Corporation
Item 1b) Address of issuer's principal executive offices:
1001 N. 19th Street
Arlington, VA 22209
Item 2a) Name of person filing:
Legg Mason Funds Management, Inc.
Legg Mason Capital Management, Inc.
LMM, LLC
Item 2b) Address of principal business office:
100 Light Street
Baltimore, MD 21202
Item 2c) Citizenship:
Legg Mason Funds Management, Inc.
Maryland corporation
Legg Mason Capital Management, Inc.
Maryland corporation
LMM, LLC
Maryland limited liability company
Item 2d) Title of class of securities:
Common Stock
Item 2e) CUSIP number: 00130H105
Item 3) If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a)[ ] Broker or dealer under Section 15 of the Act.
(b)[ ] Bank as defined in Section 3(a)(6) of the Act.
(c)[ ] Insurance Company as defined in Section 3(a)(6) of the Act.
(d)[ ] Investment Company registered under Section 8 of the Investment
Company Act.
(e)[ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f)[ ] Employee Benefit Plan, Pension Fund which is subject to ERISA
of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F).
(g)[ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G),
(h)[X] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4) Ownership:
(a) Amount beneficially owned: 110,255,098
(b) Percent of Class: 17.71%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
- 0 -
(ii) shared power to vote or to direct the vote:
110,255,098
(iii) sole power to dispose or to direct the disposition of:
- 0 -
(iv) shared power to dispose or to direct the disposition of
110,255,098
Item 5) Ownership of Five Percent or less of a class:
n/a
Item 6) Ownership of more than Five Percent on behalf of another
person:
Various accounts managed by the investment advisers identified
in Item 8 have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of
shares of the issuer.
The interest of one account, Legg Mason Value Trust, Inc., an
investment company registered under the Investment Company Act
of 1940 and managed by Legg Mason Funds Management, Inc.,
amounted to 51,200,000 shares or 8.22% of the total shares
outstanding.
Item 7) Identification and classification of the subsidiary which
acquired
the security being reported on by the parent holding company:
n/a
Item 8) Identification and classification of members of the group:
Legg Mason Funds Management, Inc.-investment adviser
Legg Mason Capital Management, Inc.-investment adviser
LMM, LLC-investment adviser
Item 9) Notice of dissolution of group:
n/a
Item 10) Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Signature
-----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
--------------------------------
Date - February 13, 2004
Legg Mason Funds Management, Inc.
By___________________________________________
Jennifer Murphy, Senior Vice President
Legg Mason Capital Management, Inc.
By___________________________________________
Andrew J. Bowden, Senior Vice President
LMM, LLC
By____________________________________________
Jennifer Murphy, Chief Operations Officer
Exhibit A
Joint Filing Agreement
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This Joint Filing Agreement confirms the agreement by and among the
undersigned that the Schedule 13G is filed on behalf of (i) each member of the
group identified in Item 8 and (ii) the other reporting person(s) identified in
Item 6 that may be deemed to beneficially own more than five percent of the
issue's outstanding equity securities.
Legg Mason Funds Management, Inc.
By__________________________________________________
Jennifer Murphy, Senior Vice President
Legg Mason Capital Management, Inc.
By__________________________________________________
Andrew J. Bowden, Senior Vice President
LMM, LLC
By__________________________________________________
Jennifer Murphy, Chief Operations Officer
Legg Mason Value Trust, Inc.
By___________________________________________________
Gregory T. Merz, Vice President