|
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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COMMISSION FILE NUMBER 1-12291
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Delaware
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54 1163725
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4300 Wilson Boulevard Arlington, Virginia
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22203
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (703) 522-1315
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||
Securities registered pursuant to Section 12(b) of the Act:
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||
Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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AES Trust III, $3.375 Trust Convertible Preferred Securities
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller
reporting company)
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|
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Adjusted EPS
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Adjusted Earnings Per Share, a non-GAAP measure
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Adjusted PTC
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Adjusted Pretax Contribution, a non-GAAP measure of operating performance
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AES
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The Parent Company and its subsidiaries and affiliates
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AFUDC
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Allowance for Funds Used During Construction
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ANEEL
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Brazilian National Electric Energy Agency
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AOCL
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Accumulated Other Comprehensive Loss
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ASC
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Accounting Standards Codification
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ASEP
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National Authority of Public Services
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BACT
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Best Available Control Technology
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BART
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Best Available Retrofit Technology
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BNDES
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Brazilian Development Bank
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BOT
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Build, Operate and Transfer
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BOT Company
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AES-VCM Mong Duong Power Company Limited
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BTA
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Best Technology Available
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CAA
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United States Clean Air Act
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CAMMESA
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Wholesale Electric Market Administrator in Argentina
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CCGT
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Combined Cycle Gas Turbine
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CDEC
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Economic Load Dispatch Center
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CDI
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Brazilian equivalent to LIBOR
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CDPQ
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La Caisse de depot et placement du Quebec
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CDEEE
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Dominican Corporation of State Electrical Companies
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CEO
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Chief Executive Officer
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CERCLA
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Comprehensive Environmental Response, Compensation and Liability Act of 1980 (also known as "Superfund")
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CESCO
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Central Electricity Supply Company of Orissa Ltd.
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CFB
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Circulating Fluidized Bed Boiler
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CFE
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Federal Commission of Electricity
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CND
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National Dispatch Center
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CNE
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National Energy Commission
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COD
|
Commercial Operation Date
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COFINS
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Contribuição para o Financiamento da Seguridade Social
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CO
2
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Carbon Dioxide
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COSO
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Committee of Sponsoring Organizations of the Treadway Commission
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CP
|
Capacity Performance
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CPCN
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Certificate of Public Convenience and Necessity
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CPI
|
United States Consumer Price Index
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CRES
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Competitive Retail Electric Service
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CSAPR
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Cross-State Air Pollution Rule
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CWA
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U.S. Clean Water Act
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DG Comp
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Directorate-General for Competition of the European Commission
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Dodd-Frank Act
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Dodd-Frank Wall Street Reform and Consumer Protection Act
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DP&L
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The Dayton Power & Light Company
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DPL
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DPL Inc.
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DPLE
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DPL Energy, LLC, a wholly-owned subsidiary of DPL (renamed AES Ohio Generation, LLC effective 2/1/2016)
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DPLER
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DPL Energy Resources, Inc.
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DPP
|
Dominican Power Partners
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EBITDA
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Earnings before Interest, Taxes, Depreciation & Amortization
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ECCRA
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Environmental Compliance Cost Recovery Adjustment
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EGCO Group
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Electricity Generating Public Company Limited
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ELV
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Emission Limit Values
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EMIR
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European Market Infrastructure Regulation
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EOOD
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Single person private limited liability company in Bulgaria
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EPA
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United States Environmental Protection Agency
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EPC
|
Engineering, Procurement, and Construction
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EPIRA
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Electric Power Industry Reform Act of 2001
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ERC
|
Energy Regulatory Commission
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ESO
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Electricity System Operator
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ESP
|
Electric Security Plan
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EU ETS
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European Union Greenhouse Gas Emission Trading Scheme
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EURIBOR
|
Euro Inter Bank Offered Rate
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EUSGU
|
Electric Utility Steam Generating Unit
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EVN
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Electricity of Vietnam
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EVP
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Executive Vice President
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EWG
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Exempt Wholesale Generators
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FAC
|
Fuel Adjustment Charges
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FASB
|
Financial Accounting Standards Board
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FCA
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Federal Court of Appeals
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FERC
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Federal Energy Regulatory Commission
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FONINVEMEM
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Fund for the Investment Needed to Increase the Supply of Electricity in the Wholesale Market
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FPA
|
Federal Power Act
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FX
|
Foreign Exchange
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G&A
|
General and Administrative
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GAAP
|
Generally Accepted Accounting Principles in the United States
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GEL
|
General Electricity Law
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GHG
|
Greenhouse Gas
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GNPIPD
|
Gross National Product - Implicit Price Deflator
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GSA
|
Gas Supply Agreement
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GWh
|
Gigawatt Hours
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HLBV
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Hypothetical Liquidation Book Value
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HTA
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Heads of Terms Agreement
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ICC
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International Chamber of Commerce
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ICM
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Industrial and Commerce Ministry
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IDEM
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Indiana Department of Environmental Management
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IED
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Industrial Emission Directive
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IFC
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International Finance Corporation
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IOA
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Investment Obligation Agreement
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IPALCO
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IPALCO Enterprises, Inc.
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IPL
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Indiana, Indianapolis Power & Light Company
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IPP
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Independent Power Producers
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IRT
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Annual Tariff Adjustment in Brazil
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ISO
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Independent System Operator
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IURC
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Indiana Utility Regulatory Commission
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KPI
|
Key Performance Indicator
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kWh
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Kilowatt Hours
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LIBOR
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London Inter Bank Offered Rate
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LNG
|
Liquefied Natural Gas
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MACT
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Maximum Achievable Control Technology
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MATS
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Mercury and Air Toxics Standards
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MISO
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Midcontinent Independent System Operator, Inc.
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MME
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Ministry of Mines and Energy
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MRE
|
Energy Reallocation Mechanism
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MW
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Megawatts
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MWh
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Megawatt Hours
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NCI
|
Noncontrolling Interest
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NCRE
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Non-conventional Renewable Energy
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NEK
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Natsionalna Elektricheska Kompania (state-owned electricity public supplier in Bulgaria)
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NERC
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North American Electric Reliability Corporation
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NGCC
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Natural Gas Combined Cycle
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NOV
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Notice of Violation
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NO
X
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Nitrogen Dioxide
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NPDES
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National Pollutant Discharge Elimination System
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NSPS
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New Source Performance Standards
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NSR
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New Source Review
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NYISO
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New York Independent System Operator, Inc.
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NYSE
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New York Stock Exchange
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O&M
|
Operations and Maintenance
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ONS
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National System Operator
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OPGC
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Odisha Power Generation Corporation, Ltd.
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Parent Company
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The AES Corporation
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PCB
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Polychlorinated biphenyl
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Pet Coke
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Petroleum Coke
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PIS
|
Partially Integrated System
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PJM
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PJM Interconnection, LLC
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PM
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Particulate Matter
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PPA
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Power Purchase Agreement
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PREPA
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Puerto Rico Electric Power Authority
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PRP
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Potentially Responsible Parties
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PSU
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Performance Stock Unit
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PUCO
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The Public Utilities Commission of Ohio
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PURPA
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Public Utility Regulatory Policies Act
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QF
|
Qualifying Facility
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RCOA
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Retail Competition & Open Access
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RGGI
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Regional Greenhouse Gas Initiative
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RMRR
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Routine Maintenance, Repair and Replacement
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ROE
|
Return on Equity
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RPM
|
Reliability Pricing Model
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RSU
|
Restricted Stock Unit
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RTO
|
Regional Transmission Organization
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SADI
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Argentine Interconnected System
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SAIDI
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System Average Interruption Duration Index
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SAIFI
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System Average Interruption Frequency Index
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SBU
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Strategic Business Unit
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SCE
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Southern California Edison
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SEC
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United States Securities and Exchange Commission
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SEM
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Single Electricity Market
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SEN
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National Power System
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SEWRC
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Bulgaria's State Energy and Water Regulatory Commission
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SIC
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Central Interconnected Electricity System
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SIE
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Superintendence of Electricity
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SIN
|
National Interconnected System
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SING
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Northern Interconnected Electricity System
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SIP
|
State Implementation Plan
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SNE
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National Secretary of Energy
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SO
2
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Sulfur Dioxide
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SPP
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Southwest Power Pool Electric Energy Network
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SSO
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Standard Service Offer
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SSR
|
Service Stability Rider
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TA
|
Transportation Agreement
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TECONS
|
Term Convertible Preferred Securities
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TIPRA
|
Tax Increase Prevention and Reconciliation Act of 2005
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TNP
|
Transitional National Plan
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TSR
|
Total Shareholder Return
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UPME
|
Mining and Energetic Planning Unit
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U.S.
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United States
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VAT
|
Value Added Tax
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VIE
|
Variable Interest Entity
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Vinacomin
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Vietnam National Coal-Mineral Industries Holding Corporation Ltd.
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WACC
|
Weighted Average Cost of Capital
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WECC
|
Western Electric Coordinating Council
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WESM
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Wholesale Electricity Spot Market
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•
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the economic climate, particularly the state of the economy in the areas in which we operate, including the fact that the global economy faces considerable uncertainty for the foreseeable future, which further increases many of the risks discussed in this Form 10-K;
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•
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changes in inflation, demand for power, interest rates and foreign currency exchange rates, including our ability to hedge our interest rate and foreign currency risk;
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•
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changes in the price of electricity at which our generation businesses sell into the wholesale market and our utility businesses purchase to distribute to their customers, and the success of our risk management practices, such as our ability to hedge our exposure to such market price risk;
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•
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changes in the prices and availability of coal, gas and other fuels (including our ability to have fuel transported to our facilities) and the success of our risk management practices, such as our ability to hedge our exposure to such market price risk, and our ability to meet credit support requirements for fuel and power supply contracts;
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•
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changes in and access to the financial markets, particularly changes affecting the availability and cost of capital in order to refinance existing debt and finance capital expenditures, acquisitions, investments and other corporate purposes;
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•
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our ability to manage liquidity and comply with covenants under our recourse and non-recourse debt, including our ability to manage our significant liquidity needs and to comply with covenants under our senior secured credit facility and other existing financing obligations;
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•
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changes in our or any of our subsidiaries' corporate credit ratings or the ratings of our or any of our subsidiaries' debt securities or preferred stock, and changes in the rating agencies' ratings criteria;
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•
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our ability to purchase and sell assets at attractive prices and on other attractive terms;
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•
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our ability to compete in markets where we do business;
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•
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our ability to manage our operational and maintenance costs, the performance and reliability of our generating plants, including our ability to reduce unscheduled down times;
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•
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our ability to locate and acquire attractive "greenfield" or "brownfield" projects and our ability to finance, construct and begin operating our "greenfield" or "brownfield" projects on schedule and within budget;
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•
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our ability to enter into long-term contracts, which limit volatility in our results of operations and cash flow, such as PPAs, fuel supply, and other agreements and to manage counterparty credit risks in these agreements;
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•
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variations in weather, especially mild winters and cooler summers in the areas in which we operate, the occurrence of difficult hydrological conditions for our hydropower plants, as well as hurricanes and other storms and disasters, and low levels of wind or sunlight for our wind and solar facilities;
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•
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our ability to meet our expectations in the development, construction, operation and performance of our new facilities, whether greenfield, brownfield or investments in the expansion of existing facilities;
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•
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the success of our initiatives in other renewable energy projects, as well as GHG emissions reduction projects and energy storage projects;
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•
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our ability to keep up with advances in technology;
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•
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the potential effects of threatened or actual acts of terrorism and war;
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•
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the expropriation or nationalization of our businesses or assets by foreign governments, with or without adequate compensation;
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•
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our ability to achieve reasonable rate treatment in our utility businesses;
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•
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changes in laws, rules and regulations affecting our international businesses;
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•
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changes in laws, rules and regulations affecting our North America business, including, but not limited to, regulations which may affect competition, the ability to recover net utility assets and other potential stranded costs by our utilities;
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•
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changes in law resulting from new local, state, federal or international energy legislation and changes in political or regulatory oversight or incentives affecting our wind business and solar projects, our other renewables projects and our initiatives in GHG reductions and energy storage, including tax incentives;
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•
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changes in environmental laws, including requirements for reduced emissions of sulfur, nitrogen, carbon, mercury, hazardous air pollutants and other substances, GHG legislation, regulation and/or treaties and coal ash regulation;
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•
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changes in tax laws and the effects of our strategies to reduce tax payments;
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•
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the effects of litigation and government and regulatory investigations;
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•
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our ability to maintain adequate insurance;
|
•
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decreases in the value of pension plan assets, increases in pension plan expenses and our ability to fund defined benefit pension and other postretirement plans at our subsidiaries;
|
•
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losses on the sale or write-down of assets due to impairment events or changes in management intent with regard to either holding or selling certain assets;
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•
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changes in accounting standards, corporate governance and securities law requirements;
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•
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our ability to maintain effective internal controls over financial reporting;
|
•
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our ability to attract and retain talented directors, management and other personnel, including, but not limited to, financial personnel in our foreign businesses that have extensive knowledge of accounting principles generally accepted in the United States; and
|
•
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information security breaches.
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SBU
|
|
Business Line
|
|
Generation Capacity (Gross MW)
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Generation Facilities
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Utility Customers
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Utility GWh
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Utility Businesses
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||||
US
—
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Generation
|
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5,604
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18
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|
|
|
|
|
|
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||
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Utilities
|
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6,524
|
|
|
16
|
|
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1.0 million
|
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34,797
|
|
|
2
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|
Andes
—
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Generation
|
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8,141
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|
|
33
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|
|
|
|
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Brazil
—
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Generation
|
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3,298
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|
|
13
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|
|
|
|
|
|
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||
|
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Utilities
|
|
|
|
|
|
8.2 million
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56,861
|
|
|
2
|
|
||
MCAC
—
|
|
Generation
|
|
3,239
|
|
|
16
|
|
|
|
|
|
|
|
||
|
|
Utilities
|
|
|
|
|
|
1.3 million
|
|
3,754
|
|
|
4
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|
||
Europe
—
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Generation
|
|
6,781
|
|
|
12
|
|
|
|
|
|
|
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||
Asia
—
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|
Generation
|
|
2,290
|
|
|
3
|
|
|
|
|
|
|
|
||
|
|
|
|
35,876
|
|
(1)
|
111
|
|
|
10.5 million
|
|
95,412
|
|
|
8
|
|
(1)
|
26,912 proportional MW. Proportional MW is equal to gross MW of a generation facility multiplied by AES' equity ownership percentage in such facility.
|
•
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Reducing Complexity.
By exiting businesses and markets where we do not have a competitive advantage, we have simplified our portfolio and reduced risk. Over the past four years, we have sold assets to generate $3.4 billion in equity proceeds for AES, decreasing the total number of countries where we have operations from 28 to 17. We exited Sri Lanka early in 2016, by selling our generation business, Kelanitissa, for $18 million. We exited several of these markets, including Ukraine, Turkey and Africa, at opportune times, as risks for these businesses have increased since the sales, which we believe would have adversely impacted the valuations of such businesses. In 2015, we announced or closed $787 million in asset sales proceeds.
|
•
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Leveraging Our Platforms.
We are focusing our growth on platform expansions in markets where we already operate and have a competitive advantage to realize attractive risk-adjusted returns. We currently have 5,620 MW under construction. These projects represent $7 billion in total capital expenditures, with 85% of AES' $1.2 billion in equity already funded, and we expect the majority of these projects to come on-line through 2018. In 2015, we brought on-line five projects for a total of 1,484 MW. This capacity includes the 1,240 MW coal-fired Mong Duong 2 facility in Vietnam, which we completed six months early and under budget.
|
•
|
Performance Excellence.
We strive to be a low-cost manager of a portfolio of international energy assets and to derive synergies and scale from our businesses. In 2011, we set a goal to reduce our G&A expenses by $200 million by 2015, and in 2014, we achieved these reductions one year early. We recently launched a $150 million cost reduction and revenue enhancement initiative. This initiative will include overhead reductions, procurement efficiencies and operational improvements. We expect to achieve at least $50 million in savings in 2016, ramping up to $150 million, including modest revenue enhancements, in 2018.
|
•
|
Expanding Access to Capital.
We have raised $2.5 billion in proceeds to AES by building strategic partnerships at the project and business level. Through these partnerships, we aim to optimize our risk-adjusted returns in our existing businesses and growth projects. By selling down portions of certain businesses, we can adjust our global exposure to commodity, fuel, country and macroeconomic risks. Partial sell-downs of our assets can serve to highlight the value of businesses in our portfolio.
|
•
|
Allocating Capital in a Disciplined Manner.
Our top priority is to maximize risk-adjusted returns to our shareholders, which we achieve by investing our discretionary cash and recycling the capital we receive from asset sales and strategic partnerships. To that end, since September 2011 we have repurchased $1.5 billion of our shares and benefited from a low interest rate environment, by transacting on $24 billion in debt deals at the Parent and our subsidiaries. These debt transactions represent $14 billion in refinancing and $10 billion in new financing, and we extended the maturities on $3.4 billion in Parent debt.
|
US SBU
(1)
|
2015
|
|
2014
|
|
2013
|
|||
% of AES Operating Margin
|
22
|
%
|
|
23
|
%
|
|
21
|
%
|
% of AES Adjusted PTC (a non-GAAP measure)
|
23
|
%
|
|
24
|
%
|
|
24
|
%
|
% of AES Operating Cash Flow
|
34
|
%
|
|
37
|
%
|
|
28
|
%
|
% of AES Proportional Free Cash Flow (a non-GAAP measure)
|
36
|
%
|
|
46
|
%
|
|
37
|
%
|
Generation Capacity
|
|
12,128 gross MW (11,260 proportional MW)
|
Generation Facilities
|
|
19 (1 under construction)
|
Key Generation Businesses
|
|
Southland, Hawaii and US Wind
|
Utilities Penetration
|
|
1,002,000 customers (31,112 GWh)
|
Utility Businesses
|
|
2 integrated utilities (includes 18 generation plants, 4 under construction)
|
Key Utility Businesses
|
|
IPL and DPL
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Ownership (% Rounded)
|
|
Year Acquired or Began Operation
|
|
Contract Expiration Date
|
|
Customer(s)
|
||
Southland—Alamitos
|
|
U.S.-CA
|
|
Gas
|
|
2,075
|
|
|
100
|
%
|
|
1998
|
|
2018
|
|
Southern California Edison
|
Southland—Redondo Beach
|
|
U.S.-CA
|
|
Gas
|
|
1,392
|
|
|
100
|
%
|
|
1998
|
|
2018
|
|
Southern California Edison
|
Southland—Huntington Beach
|
|
U.S.-CA
|
|
Gas
|
|
474
|
|
|
100
|
%
|
|
1998
|
|
2018
|
|
Southern California Edison
|
Shady Point
|
|
U.S.-OK
|
|
Coal
|
|
360
|
|
|
100
|
%
|
|
1991
|
|
2018
|
|
Oklahoma Gas & Electric
|
Buffalo Gap II
(1),(2)
|
|
U.S.-TX
|
|
Wind
|
|
233
|
|
|
100
|
%
|
|
2007
|
|
2017
|
|
Direct Energy
|
Hawaii
|
|
U.S.-HI
|
|
Coal
|
|
206
|
|
|
100
|
%
|
|
1992
|
|
2022
|
|
Hawaiian Electric Co.
|
Warrior Run
|
|
U.S.-MD
|
|
Coal
|
|
205
|
|
|
100
|
%
|
|
2000
|
|
2030
|
|
First Energy
|
Buffalo Gap III
(1)
|
|
U.S.-TX
|
|
Wind
|
|
170
|
|
|
100
|
%
|
|
2008
|
|
|
|
|
Buffalo Gap I
(1)
|
|
U.S.-TX
|
|
Wind
|
|
121
|
|
|
100
|
%
|
|
2006
|
|
2021
|
|
Direct Energy
|
Laurel Mountain
|
|
U.S.-WV
|
|
Wind
|
|
98
|
|
|
100
|
%
|
|
2011
|
|
|
|
|
Mountain View I & II
(1)
|
|
U.S.-CA
|
|
Wind
|
|
67
|
|
|
100
|
%
|
|
2008
|
|
2021
|
|
Southern California Edison
|
Distributed PV - Commercial
(3)
|
|
U.S.-Various
|
|
Solar
|
|
56
|
|
|
80%-97%
|
|
|
2009-2015
|
|
2029-2041
|
|
Utility, Municipality, Education, Non-Profit
|
Mountain View IV
|
|
U.S.-CA
|
|
Wind
|
|
49
|
|
|
100
|
%
|
|
2012
|
|
2032
|
|
Southern California Edison
|
Tehachapi
|
|
U.S.-CA
|
|
Wind
|
|
35
|
|
|
100
|
%
|
|
2006
|
|
2016
|
|
Southern California Edison
|
Laurel Mountain ES
|
|
U.S.-WV
|
|
Energy Storage
|
|
32
|
|
|
100
|
%
|
|
2011
|
|
|
|
|
Tait ES
|
|
U.S.-OH
|
|
Energy Storage
|
|
20
|
|
|
100
|
%
|
|
2013
|
|
|
|
|
Distributed PV - Residential
(3)
|
|
U.S.-Various
|
|
Solar
|
|
9
|
|
|
95
|
%
|
|
2012-2015
|
|
2037-2040
|
|
Residential
|
Advancion Applications Center
|
|
U.S.-PA
|
|
Energy Storage
|
|
2
|
|
|
100
|
%
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
5,604
|
|
|
|
|
|
|
|
|
|
(1)
|
AES owns these assets together with third-party tax equity investors with variable ownership interests. The tax equity investors receive a portion of the economic attributes of the facilities, including tax attributes, that vary over the life of the projects. The proceeds from the issuance of tax equity are recorded as noncontrolling interest in the Company's Consolidated Balance Sheets.
|
(2)
|
Power Purchase Agreement with Direct Energy is for 80% of annual expected energy output.
|
(3)
|
AES operates these facilities located throughout the U.S. through management or O&M agreements as of 12/31/15.
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest (% Rounded)
|
|
Expected Date of Commercial Operations
|
||
IPL MATS
(1)
|
|
U.S.-IN
|
|
Coal
|
|
1,713
|
|
|
75
|
%
|
|
1H 2016
|
Eagle Valley CCGT
(1)
|
|
U.S.-IN
|
|
Gas
|
|
671
|
|
|
75
|
%
|
|
1H 2017
|
Harding Street Units 5-7
(1)
|
|
U.S.-IN
|
|
Gas
|
|
630
|
|
|
75
|
%
|
|
1H 2016
|
Harding Street ES
(1)
|
|
U.S.-IN
|
|
Energy Storage
|
|
20
|
|
|
75
|
%
|
|
1H 2016
|
Warrior Run ES
|
|
U.S.-MD
|
|
Energy Storage
|
|
10
|
|
|
100
|
%
|
|
1H 2016
|
US Total
|
|
|
|
|
|
3,044
|
|
|
|
|
|
(1)
|
In the first quarter of 2015, La Caisse de depot et placement du Quebec ("CDPQ") invested $247 million for a 15% interest in AES US Investments, Inc. (AES US Investments), a subsidiary of AES that owns IPALCO Enterprises, Inc. ("IPALCO"). In the second quarter of 2015, CDPQ invested an additional $214 million and we expect CDPQ to invest an additional $134 million in IPALCO by 2016. After completion of this investment, CDPQ's direct and indirect interests in IPALCO will total 30%, AES will own 85% of AES US Investments, and AES US Investments will own 82.35% of IPALCO.
|
Business
|
|
Location
|
|
Approximate Number of Customers Served as of 12/31/2015
|
|
GWh Sold in 2015
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest (% Rounded)
|
|
Year Acquired or Began Operation
|
||||
DPL
(1)
|
|
U.S.-OH
|
|
517,000
|
|
|
16,714
|
|
|
Coal/Gas/Oil
|
|
3,066
|
|
|
100
|
%
|
|
2011
|
IPL
(2)
|
|
U.S.-IN
|
|
485,000
|
|
|
14,398
|
|
|
Coal/Gas/Oil
|
|
3,458
|
|
|
75
|
%
|
|
2001
|
|
|
|
|
1,002,000
|
|
|
31,112
|
|
|
|
|
6,524
|
|
|
|
|
|
(1)
|
DPL subsidiary DP&L has the following plants: Tait Units 1-3 and diesels, Yankee Street, Yankee Solar, Monument and Sidney. DP&L jointly owned plants: Conesville Unit 4, Killen, Miami Fort Units 7 & 8, Stuart and Zimmer. In addition to the above, DP&L also owns a 4.9% equity ownership in OVEC ("Ohio Valley Electric Corporation"), an electric generating company. OVEC has two plants in Cheshire, Ohio and Madison, Indiana with a combined generation capacity of approximately 2,109 MW. DP&L's share of this generation capacity is approximately 103 MW. DPL Energy, LLC plants: Tait Units 4-7 and Montpelier Units 1-4.
|
(2)
|
In the first quarter of 2015, CDPQ invested $247 million for a 15% interest in AES US Investments, Inc. (AES US Investments), a subsidiary of AES that owns IPALCO. In the second quarter of 2015, CDPQ invested an additional $214 million and we expect CDPQ to invest an additional $134 million in IPALCO by 2016. After completion of this investment, CDPQ's direct and indirect interests in IPALCO will total 30%, AES will own 85% of AES US Investments, and AES US Investments will own 82.35% of IPALCO. IPL plants: Eagle Valley, Georgetown, Harding Street and Petersburg.
|
Auction Year (June 01-May 31)
|
|
2018/19
|
|
2017/18
|
|
2016/17
|
|
2015/16
|
|
2014/15
|
|
2013/14
|
Capacity Clearing Price ($/MW-Day)
|
|
$165
|
|
$152
|
|
$134
|
|
$136
|
|
$126
|
|
$28
|
Year
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
Computed Average Capacity Price ($/MW-Day)
|
|
$159
|
|
$145
|
|
$135
|
|
$132
|
|
$85
|
•
|
PJM capacity prices auctioned already
|
•
|
Non-bypassable revenue: $110 million in 2014 and 2015 and allowed to earn $110 million annually in 2016
|
•
|
Operational performance of generation facilities
|
•
|
PJM capacity prices
|
•
|
Recovery in the power market, particularly as it relates to an expansion in dark spreads
|
•
|
Sale or transfer to a DPL affiliate of DP&L generation assets
|
•
|
DPL's ability to reduce its cost structure
|
Andes SBU
(1)
|
2015
|
|
2014
|
|
2013
|
|||
% of AES Operating Margin
|
22
|
%
|
|
19
|
%
|
|
17
|
%
|
% of AES Adjusted PTC (a non-GAAP measure)
|
30
|
%
|
|
23
|
%
|
|
19
|
%
|
% of AES Operating Cash Flow
|
18
|
%
|
|
16
|
%
|
|
11
|
%
|
% of AES Proportional Free Cash Flow (a non-GAAP measure)
|
14
|
%
|
|
13
|
%
|
|
10
|
%
|
Countries
|
|
Chile, Colombia and Argentina
|
Generation Capacity
|
|
8,141 gross MW (6,008 proportional MW)
|
Generation Facilities
|
|
38 (including 5 under construction)
|
Key Generation Businesses
|
|
AES Gener Chile, Chivor and AES Argentina
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest (% Rounded)
|
|
Year Acquired or Began Operation
|
|
Contract Expiration Date
|
|
Customer(s)
|
||
Chivor
|
|
Colombia
|
|
Hydro
|
|
1,000
|
|
|
67
|
%
|
|
2000
|
|
Short-term
|
|
Various
|
Colombia Subtotal
|
|
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
Electrica Santiago
(1)
|
|
Chile
|
|
Gas/Diesel
|
|
750
|
|
|
67
|
%
|
|
2000
|
|
|
|
|
Gener - SIC
(2)
|
|
Chile
|
|
Hydro/Coal/Diesel/Biomass
|
|
692
|
|
|
67
|
%
|
|
2000
|
|
2020-2037
|
|
Various
|
Guacolda
(3)
|
|
Chile
|
|
Coal/Pet Coke
|
|
760
|
|
|
33
|
%
|
|
2000
|
|
2017-2032
|
|
Various
|
Electrica Angamos
|
|
Chile
|
|
Coal
|
|
558
|
|
|
67
|
%
|
|
2011
|
|
2026-2037
|
|
Minera Escondida, Minera Spence, Quebrada Blanca
|
Gener - SING
(4)
|
|
Chile
|
|
Coal/Pet Coke
|
|
277
|
|
|
67
|
%
|
|
2000
|
|
2016-2037
|
|
Minera Escondida, Codelco, SQM, Quebrada Blanca
|
Electrica Ventanas
(5)
|
|
Chile
|
|
Coal
|
|
272
|
|
|
67
|
%
|
|
2010
|
|
2025
|
|
Gener
|
Electrica Campiche
(6)
|
|
Chile
|
|
Coal
|
|
272
|
|
|
67
|
%
|
|
2013
|
|
2020
|
|
Gener
|
Electrica Angamos ES
|
|
Chile
|
|
Energy Storage
|
|
20
|
|
|
67
|
%
|
|
2011
|
|
|
|
|
Gener - Norgener ES (Los Andes)
|
|
Chile
|
|
Energy Storage
|
|
12
|
|
|
67
|
%
|
|
2009
|
|
|
|
|
Chile Subtotal
|
|
|
|
|
|
3,613
|
|
|
|
|
|
|
|
|
|
|
TermoAndes
(7)
|
|
Argentina
|
|
Gas/Diesel
|
|
643
|
|
|
67
|
%
|
|
2000
|
|
Short-term
|
|
Various
|
AES Gener Subtotal
|
|
|
|
|
|
5,256
|
|
|
|
|
|
|
|
|
|
|
Alicura
|
|
Argentina
|
|
Hydro
|
|
1,050
|
|
|
100
|
%
|
|
2000
|
|
2017
|
|
Various
|
Paraná-GT
|
|
Argentina
|
|
Gas/Diesel
|
|
845
|
|
|
100
|
%
|
|
2001
|
|
|
|
|
San Nicolás
|
|
Argentina
|
|
Coal/Gas/Oil
|
|
675
|
|
|
100
|
%
|
|
1993
|
|
|
|
|
Los Caracoles
(8)
|
|
Argentina
|
|
Hydro
|
|
125
|
|
|
—
|
%
|
|
2009
|
|
2019
|
|
Energia Provincial Sociedad del Estado (EPSE)
|
Cabra Corral
|
|
Argentina
|
|
Hydro
|
|
102
|
|
|
100
|
%
|
|
1995
|
|
|
|
|
Ullum
|
|
Argentina
|
|
Hydro
|
|
45
|
|
|
100
|
%
|
|
1996
|
|
|
|
|
Sarmiento
|
|
Argentina
|
|
Gas/Diesel
|
|
33
|
|
|
100
|
%
|
|
1996
|
|
|
|
|
El Tunal
|
|
Argentina
|
|
Hydro
|
|
10
|
|
|
100
|
%
|
|
1995
|
|
|
|
|
Argentina Subtotal
|
|
|
|
|
|
2,885
|
|
|
|
|
|
|
|
|
|
|
Andes Total
|
|
|
|
|
|
8,141
|
|
|
|
|
|
|
|
|
|
(1)
|
Electrica Santiago plants: Nueva Renca, Renca, Los Vientos and Santa Lidia.
|
(2)
|
Gener - SIC plants: Alfalfal, Laguna Verde, Laguna Verde Turbogas, Laja, Maitenes, Queltehues, Ventanas 1, Ventanas 2 and Volcán.
|
(3)
|
Guacolda plants: Guacolda 1, 2, 3, 4, and 5. Unconsolidated entities for which the results of operations are reflected in Equity in Earnings of Affiliates. The Company's ownership in Guacolda is held through AES Gener, a 67%-owned consolidated subsidiary. AES Gener owns 50% of Guacolda, resulting in an AES effective ownership in Guacolda of 33%.
|
(4)
|
Gener - SING plants: Norgener 1 and Norgener 2.
|
(5)
|
Electrica Ventanas plant: Ventanas 3.
|
(6)
|
Electrica Campiche plant: Ventanas 4.
|
(7)
|
TermoAndes is located in Argentina, but is connected to both the SING in Chile and the SADI in Argentina.
|
(8)
|
AES operates these facilities through management or O&M agreements and owns no equity interest in these businesses.
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest (% Rounded)
|
|
Expected Year of Commercial Operations
|
||
Cochrane
|
|
Chile
|
|
Coal
|
|
532
|
|
|
40
|
%
|
|
2H 2016
|
Alto Maipo
|
|
Chile
|
|
Hydro
|
|
531
|
|
|
40
|
%
|
|
2H 2018/1H 2019
|
Andes Solar
|
|
Chile
|
|
Solar
|
|
21
|
|
|
67
|
%
|
|
1H 2016
|
Cochrane ES
|
|
Chile
|
|
Energy Storage
|
|
20
|
|
|
40
|
%
|
|
2H 2016
|
Chile Subtotal
|
|
|
|
|
|
1,104
|
|
|
|
|
|
|
Tunjita
|
|
Colombia
|
|
Hydro
|
|
20
|
|
|
67
|
%
|
|
1H 2016
|
Colombia Subtotal
|
|
|
|
|
|
20
|
|
|
|
|
|
|
Andes Total
|
|
|
|
|
|
1,124
|
|
|
|
|
|
•
|
Dry hydrology scenarios reduce hydro generation (See Item 7.—
Key Trends and Uncertainties
—
Operational
—
Weather sensitivity
for further discussion)
|
•
|
Forced outages may impact earnings
|
•
|
Changes in current regulatory rulings could alter the ability to pass through or recover certain costs
|
•
|
AES is exposed to the fluctuation of the Chilean peso, which may pose a risk to earnings; our hedging strategy reduces this risk, but some residual risk to earnings remains
|
•
|
Tax policy changes
|
•
|
Current legislation is trending towards promoting renewable energy and strengthening regulations on thermal generation assets, posing a risk to future coal margins
|
•
|
Market price risk when re-contracting
|
•
|
Forced outages may impact earnings
|
•
|
AES is exposed to fluctuation of the Colombian peso, which pose a risk to earnings; our hedging strategy reduces this risk, but some residual risk to earnings remains
|
•
|
Chivor has exposure to the spot market as hedge levels are lower in the future
|
•
|
Timely collection of FONINVEMEM installment and outstanding receivables (See Note 7—
Financing Receivables
in Item 8.—
Financial Statements and Supplementary Data
for further discussion)
|
•
|
Regulatory changes from new government (See Item 7.—
Key Trends and Uncertainties—Macroeconomics— Argentina
for further discussion)
|
Generation Capacity
|
|
3,298 gross MW (932 proportional MW)
|
Generation Facilities
|
|
13
|
Key Generation Businesses
|
|
Tietê and Uruguaiana
|
Utilities Penetration
|
|
8.2 million customers (56,861 GWh)
|
Utility Businesses
|
|
2
|
Key Utility Businesses
|
|
Eletropaulo and Sul
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest (% Rounded)
|
|
Year Acquired or Began Operation
|
|
Contract Expiration Date
|
|
Customer(s)
|
||
Tietê
(1)
|
|
Brazil
|
|
Hydro
|
|
2,658
|
|
|
24
|
%
|
|
1999
|
|
2029
|
|
Various
|
Uruguaiana
|
|
Brazil
|
|
Gas
|
|
640
|
|
|
46
|
%
|
|
2000
|
|
|
|
|
Brazil Total
|
|
|
|
|
|
3,298
|
|
|
|
|
|
|
|
|
|
(1)
|
Tietê plants with installed capacity: Água Vermelha (1,396 MW), Bariri (143 MW), Barra Bonita (141 MW), Caconde (80 MW), Euclides da Cunha (109 MW), Ibitinga (132 MW), Limoeiro (32 MW), Mogi-Guaçu (7 MW), Nova Avanhandava (347 MW), Promissão (264 MW), Sao Joaquim (3 MW) and Sao Jose (4 MW).
|
Business
|
|
Location
|
|
Approximate Number of Customers Served as of 12/31/2015
|
|
GWh Sold in 2015
|
|
AES Equity Interest (% Rounded)
|
|
Year Acquired
|
|||
Eletropaulo
|
|
Brazil
|
|
6,852,690
|
|
|
47,357
|
|
|
16
|
%
|
|
1998
|
Sul
|
|
Brazil
|
|
1,308,224
|
|
|
9,504
|
|
|
100
|
%
|
|
1997
|
|
|
|
|
8,160,914
|
|
|
56,861
|
|
|
|
|
|
•
|
Hydrology, impacting quantity of energy generated
|
•
|
Demand growth
|
•
|
Re-contracting price
|
•
|
Asset management and plant availability
|
•
|
Cost management
|
•
|
Ability to execute on its growth strategy
|
•
|
Arbitration settlement with YPF (see Item 3.—
Legal Proceedings
)
|
•
|
Secure long-term gas solution
|
•
|
Hydrology, impacting quantity of energy sold and energy purchased
|
•
|
Brazilian economic growth and tariff increases, impacting energy consumption growth, losses and delinquency (see Item 7.—
Key Trends and Uncertainties
—
Macroeconomics—Brazil
for further information)
|
•
|
Ability of both Eletropaulo and Sul to pass through costs via productivity gains
|
•
|
Capital structure optimization to reduce leverage and interest costs
|
•
|
Sul's fourth tariff cycle outcomes in April 2018
|
•
|
July 2012 regulatory asset base resolution
|
•
|
The Eletrobrás case (see Item 3.—
Legal Proceedings
for further information)
|
MCAC SBU
(1)
|
2015
|
|
2014
|
|
2013
|
|||
% of AES Operating Margin
|
19
|
%
|
|
18
|
%
|
|
17
|
%
|
% of AES Adjusted PTC (a non-GAAP measure)
|
20
|
%
|
|
19
|
%
|
|
19
|
%
|
% of AES Operating Cash Flow
|
28
|
%
|
|
16
|
%
|
|
17
|
%
|
% of AES Proportional Free Cash Flow (a non-GAAP measure)
|
30
|
%
|
|
20
|
%
|
|
23
|
%
|
Countries
|
|
Dominican Republic, El Salvador, Mexico, Panama and Puerto Rico
|
Generation Capacity
|
|
3,239 gross MW (2,482 proportional MW)
|
Generation Facilities
|
|
17 (including 1 under construction)
|
Key Generation Businesses
|
|
Andres, Panama and TEG TEP
|
Utilities Penetration
|
|
1.3 million customers (3,754 GWh)
|
Utility Businesses
|
|
4
|
Key Utility Businesses
|
|
El Salvador
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest (% Rounded)
|
|
Year Acquired or Began Operation
|
|
Contract Expiration Date
|
|
Customer(s)
|
||
Andres
|
|
Dominican Republic (DR)
|
|
Gas
|
|
319
|
|
|
90
|
%
|
|
2003
|
|
2018
|
|
Ede Este/Non-Regulated Users/Linea Clave
|
Itabo
(1)
|
|
DR
|
|
Coal/Gas
|
|
295
|
|
|
45
|
%
|
|
2000
|
|
2016
|
|
Ede Este/Ede Sur/Ede Norte/Quitpe
|
DPP (Los Mina)
|
|
DR
|
|
Gas
|
|
236
|
|
|
90
|
%
|
|
1996
|
|
2016
|
|
Ede Este
|
Dominican Republic Subtotal
|
|
|
|
|
|
850
|
|
|
|
|
|
|
|
|
|
|
AES Nejapa
|
|
El Salvador
|
|
Landfill Gas
|
|
6
|
|
|
100
|
%
|
|
2011
|
|
2035
|
|
CAESS
|
Moncagua
|
|
El Salvador
|
|
Solar
|
|
3
|
|
|
100
|
%
|
|
2015
|
|
2035
|
|
EEO
|
El Salvador Subtotal
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
Merida III
|
|
Mexico
|
|
Gas
|
|
505
|
|
|
55
|
%
|
|
2000
|
|
2025
|
|
Comision Federal de Electricidad
|
Termoelectrica del Golfo (TEG)
|
|
Mexico
|
|
Pet Coke
|
|
275
|
|
|
99
|
%
|
|
2007
|
|
2027
|
|
CEMEX
|
Termoelectrica del Penoles (TEP)
|
|
Mexico
|
|
Pet Coke
|
|
275
|
|
|
99
|
%
|
|
2007
|
|
2027
|
|
Penoles
|
Mexico Subtotal
|
|
|
|
|
|
1,055
|
|
|
|
|
|
|
|
|
|
|
Bayano
|
|
Panama
|
|
Hydro
|
|
260
|
|
|
49
|
%
|
|
1999
|
|
2030
|
|
Electra Noreste/Edemet/Edechi/Other
|
Changuinola
|
|
Panama
|
|
Hydro
|
|
223
|
|
|
90
|
%
|
|
2011
|
|
2030
|
|
AES Panama
|
Chiriqui-Esti
|
|
Panama
|
|
Hydro
|
|
120
|
|
|
49
|
%
|
|
2003
|
|
2030
|
|
Electra Noreste/Edemet/Edechi/Other
|
Estrella de Mar I
|
|
Panama
|
|
Heavy Fuel Oil
|
|
72
|
|
|
49
|
%
|
|
2015
|
|
2020
|
|
Electra Noreste/Edemet/Edechi/Other
|
Chiriqui-Los Valles
|
|
Panama
|
|
Hydro
|
|
54
|
|
|
49
|
%
|
|
1999
|
|
2030
|
|
Electra Noreste/Edemet/Edechi/Other
|
Chiriqui-La Estrella
|
|
Panama
|
|
Hydro
|
|
48
|
|
|
49
|
%
|
|
1999
|
|
2030
|
|
Electra Noreste/Edemet/Edechi/Other
|
Panama Subtotal
|
|
|
|
|
|
777
|
|
|
|
|
|
|
|
|
|
|
Puerto Rico
|
|
US-PR
|
|
Coal
|
|
524
|
|
|
100
|
%
|
|
2002
|
|
2027
|
|
Puerto Rico Electric Power Authority
|
Illumina
|
|
US-PR
|
|
Solar
|
|
24
|
|
|
100
|
%
|
|
2012
|
|
|
|
|
Puerto Rico Subtotal
|
|
|
|
|
|
548
|
|
|
|
|
|
|
|
|
|
|
MCAC Total
|
|
|
|
|
|
3,239
|
|
|
|
|
|
|
|
|
|
(1)
|
Itabo plants: Itabo complex (two coal-fired steam turbines and one gas-fired steam turbine).
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest (% Rounded)
|
|
Expected Year of Commercial Operations
|
||
DPP (Los Mina) Conversion
|
|
Dominican Republic
|
|
Gas
|
|
122
|
|
|
90
|
%
|
|
1H 2017
|
Dominican Republic Subtotal
|
|
|
|
|
|
122
|
|
|
|
|
|
|
MCAC Total
|
|
|
|
|
|
122
|
|
|
|
|
|
Business
|
|
Location
|
|
Approximate Number of Customers Served as of 12/31/2015
|
|
Approximate GWh Sold in 2015
|
|
AES Equity Interest (% Rounded)
|
|
Year Acquired
|
|||
CAESS
|
|
El Salvador
|
|
583,000
|
|
|
2,174
|
|
|
75
|
%
|
|
2000
|
CLESA
|
|
El Salvador
|
|
377,000
|
|
|
892
|
|
|
80
|
%
|
|
1998
|
DEUSEM
|
|
El Salvador
|
|
76,000
|
|
|
132
|
|
|
74
|
%
|
|
2000
|
EEO
|
|
El Salvador
|
|
290,000
|
|
|
556
|
|
|
89
|
%
|
|
2000
|
|
|
|
|
1,326,000
|
|
|
3,754
|
|
|
|
|
|
•
|
Spot prices are mainly driven by the fluctuations in commodity prices due to the dependency of the Dominican Republic on oil-based thermal generation. Since the fuel component is a pass-through cost under the PPAs, any variation in the oil prices will mainly impact the spot sales for both Andres and Itabo, which are expected to be net sellers in the upcoming years. Current contracting level for 2016 is close to 90%. Supply shortages in the near term (next 2 to 3 years) may provide opportunities for upside but new generation is expected to come online from 2018.
|
•
|
Additional sales derived from natural gas domestic demand are expected to continue providing an income stream and growth based on the entry of future projects and the fees from the infrastructure service.
|
•
|
Lower hydrology resulting in low generation and additional energy purchases to fulfill contracts, partially mitigated by additional generation from Estrella del Mar I, lower spot prices driven by the drop in commodities, and the compensation amount from the Government Compensation Agreement.
|
•
|
In addition to spot prices being driven by hydrology since Panama is highly dependent on hydro generation (~56%), the fluctuations in commodity prices, mainly oil prices, affect the thermal generation cost impacting the spot prices and the opportunity cost of water. In the event of low hydrology, high commodity prices will increase the business exposure and the cost of replacement power to back up our contractual commitment.
|
•
|
Constraints imposed by the capacity of the transmission line connecting the west side of the country with the load center are expected to continue until the end of 2016 keeping surplus power trapped, particularly during the wet season.
|
•
|
Country demand as GDP growth is expected to remain strong over the short and medium term.
|
•
|
The energy market liberalization in January 2016 through the implementation of: wholesale electricity market (day ahead and real time market), ancillary services, capacity, Clean Energy Certificates, and Financial Transmission Rights market.
|
•
|
CFE's, former state-owned electric monopoly, vertical and horizontal disintegration into different segments of the value chain: generation, transmission, distribution and commercialization.
|
•
|
CENACE as new ISO is responsible for managing the wholesale electricity market, transmission and distribution infrastructure, planning the network developments, guaranteeing open access to network infrastructure, executing competitive mechanisms to cover regulated demand, and setting transmission charges.
|
•
|
Implementation of annual mid and long term auctions to secure supply for the regulated demand, establishing a PPA with CFE as the Basic Supplier.
|
Europe SBU
(1)
|
2015
|
|
2014
|
|
2013
|
|||
% of AES Operating Margin
|
11
|
%
|
|
13
|
%
|
|
13
|
%
|
% of AES Adjusted PTC (a non-GAAP measure)
|
15
|
%
|
|
19
|
%
|
|
19
|
%
|
% of AES Operating Cash Flow
|
14
|
%
|
|
13
|
%
|
|
15
|
%
|
% of AES Proportional Free Cash Flow (a non-GAAP measure)
|
15
|
%
|
|
14
|
%
|
|
18
|
%
|
Countries
|
|
Bulgaria, Jordan, Kazakhstan, Netherlands and United Kingdom
|
Generation Capacity
|
|
6,781gross MW (5,009 proportional MW)
|
Generation Facilities
|
|
12
|
Key Generation Businesses
|
|
Maritza, Kilroot, Ballylumford, and Kazakhstan
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest (% Rounded)
|
|
Year Acquired or Began Operation
|
|
Contract Expiration Date
|
|
Customer(s)
|
||
Maritza
|
|
Bulgaria
|
|
Coal
|
|
690
|
|
|
100
|
%
|
|
2011
|
|
2026
|
|
Natsionalna Elektricheska
|
St. Nikola
|
|
Bulgaria
|
|
Wind
|
|
156
|
|
|
89
|
%
|
|
2010
|
|
2025
|
|
Natsionalna Elektricheska
|
Bulgaria Subtotal
|
|
|
|
|
|
846
|
|
|
|
|
|
|
|
|
|
|
Amman East
|
|
Jordan
|
|
Gas
|
|
380
|
|
|
37
|
%
|
|
2009
|
|
2033-2034
|
|
National Electric Power Company
|
IPP4
|
|
Jordan
|
|
Heavy Fuel Oil/Gas
|
|
247
|
|
|
60
|
%
|
|
2014
|
|
2039
|
|
National Electric Power Company
|
Jordan Subtotal
|
|
|
|
|
|
627
|
|
|
|
|
|
|
|
|
|
|
Ust-Kamenogorsk CHP
|
|
Kazakhstan
|
|
Coal
|
|
1,372
|
|
|
100
|
%
|
|
1997
|
|
Short-term
|
|
Various
|
Shulbinsk HPP
(1)
|
|
Kazakhstan
|
|
Hydro
|
|
702
|
|
|
—
|
%
|
|
1997
|
|
Short-term
|
|
Various
|
Ust-Kamenogorsk HPP
(1)
|
|
Kazakhstan
|
|
Hydro
|
|
331
|
|
|
—
|
%
|
|
1997
|
|
Short-term
|
|
Various
|
Sogrinsk CHP
|
|
Kazakhstan
|
|
Coal
|
|
345
|
|
|
100
|
%
|
|
1997
|
|
Short-term
|
|
Various
|
Kazakhstan Subtotal
|
|
|
|
|
|
2,750
|
|
|
|
|
|
|
|
|
|
|
Elsta
(2)
|
|
Netherlands
|
|
Gas
|
|
630
|
|
|
50
|
%
|
|
1998
|
|
2018
|
|
Dow Benelux/Delta/Nutsbedrijven/ Essent Energy
|
Netherlands ES
|
|
Netherlands
|
|
Energy Storage
|
|
10
|
|
|
100
|
%
|
|
2015
|
|
|
|
|
Netherlands Subtotal
|
|
|
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
Ballylumford
|
|
United Kingdom
|
|
Gas
|
|
1,246
|
|
|
100
|
%
|
|
2010
|
|
2023
|
|
Power NI/Single Electricity Market (SEM)
|
Kilroot
(3)
|
|
United Kingdom
|
|
Coal/Oil
|
|
662
|
|
|
99
|
%
|
|
1992
|
|
|
|
SEM
|
Kilroot ES
|
|
United Kingdom
|
|
Energy Storage
|
|
10
|
|
|
100
|
%
|
|
2015
|
|
|
|
|
United Kingdom Subtotal
|
|
|
|
|
|
1,918
|
|
|
|
|
|
|
|
|
|
|
Europe Total
|
|
|
|
|
|
6,781
|
|
|
|
|
|
|
|
|
|
(1)
|
AES operates these facilities under concession agreements until 2017.
|
(2)
|
Unconsolidated entity, the results of operations of which are reflected in Equity in Earnings of Affiliates.
|
(3)
|
Includes Kilroot Open Cycle Gas Turbine ("OCGT").
|
•
|
Availability of the operating units
|
•
|
Commodity prices (gas, coal and CO
2
) and sufficient market liquidity to hedge prices in the short-term
|
•
|
Electricity demand in the SEM
|
•
|
Availability of the operating units
|
•
|
Regulated electricity tariff-cap levels
|
•
|
Weather conditions
|
•
|
Cost of coal
|
•
|
Kazakhstan currency exchange rate fluctuation
|
Asia SBU
(1)
|
2015
|
|
2014
|
|
2013
|
|||
% of AES Operating Margin
|
5
|
%
|
|
2
|
%
|
|
5
|
%
|
% of AES Adjusted PTC (a non-GAAP measure)
|
6
|
%
|
|
2
|
%
|
|
8
|
%
|
% of AES Operating Cash Flow
|
1
|
%
|
|
5
|
%
|
|
3
|
%
|
% of AES Proportional Free Cash Flow (a non-GAAP measure)
|
5
|
%
|
|
6
|
%
|
|
5
|
%
|
Countries
|
|
India, Philippines and Vietnam
|
Generation Capacity
|
|
2,290 gross MW (1,159 proportional MW)
|
Generation Facilities
|
|
5 (including 2 under construction)
|
Key Businesses
|
|
Masinloc, OPGC I and Mong Duong II
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest (% Rounded)
|
|
Year Acquired or Began Operation
|
|
Contract Expiration Date
|
|
Customer(s)
|
||
OPGC
(1)
|
|
India
|
|
Coal
|
|
420
|
|
|
49
|
%
|
|
1998
|
|
2026
|
|
GRID Corporation Ltd.
|
India Subtotal
|
|
|
|
|
|
420
|
|
|
|
|
|
|
|
|
|
|
Masinloc
|
|
Philippines
|
|
Coal
|
|
630
|
|
|
51
|
%
|
|
2008
|
|
Mid and long-term
|
|
Various
|
Philippines Subtotal
|
|
|
|
|
|
630
|
|
|
|
|
|
|
|
|
|
|
Mong Duong 2
|
|
Vietnam
|
|
Coal
|
|
1,240
|
|
|
51
|
%
|
|
2015
|
|
2040
|
|
EVN
|
Vietnam Subtotal
|
|
|
|
|
|
1,240
|
|
|
|
|
|
|
|
|
|
|
Asia Total
|
|
|
|
|
|
2,290
|
|
|
|
|
|
|
|
|
|
(1)
|
Unconsolidated entity for which the results of operations are reflected in Equity in Earnings of Affiliates.
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest (% Rounded)
|
|
Expected Date of Commercial Operation
|
||
OPGC II
|
|
India
|
|
Coal
|
|
1,320
|
|
|
49
|
%
|
|
1H 2018
|
India Subtotal
|
|
|
|
|
|
1,320
|
|
|
|
|
|
|
Masinloc ES
|
|
Philippines
|
|
Energy Storage
|
|
10
|
|
|
100
|
%
|
|
1H 2016
|
Philippines Subtotal
|
|
|
|
|
|
10
|
|
|
|
|
|
|
Asia Total
|
|
|
|
|
|
1,330
|
|
|
|
|
|
•
|
January 1, 2015: Phase 1 (2015 and 2016) began for annual trading programs. Existing units must have begun monitoring and reporting SO
2
and NO
x
emissions.
|
•
|
May 1, 2015: Phase 1 began for ozone-season NO
x
trading program. Existing units must have begun monitoring and reporting NO
x
emissions.
|
•
|
December 1, 2015 (and each Dec. 1 thereafter): Date by which sources must demonstrate compliance with ozone-season NO
x
trading program (i.e., allowance transfer deadline).
|
•
|
March 1, 2016 (and each March 1 thereafter): Date by which sources must demonstrate compliance with annual trading programs (i.e., allowance transfer deadline).
|
•
|
January 1, 2017: Phase 2 (2017 and beyond) begins for annual trading programs. Assurance provisions in effect.
|
•
|
May 1, 2017: Phase 2 (2017 and beyond) begins for ozone-season NO
x
trading program. Assurance provisions in effect.
|
•
|
risks related to our high level of indebtedness;
|
•
|
risks associated with our ability to raise needed capital;
|
•
|
external risks associated with revenue and earnings volatility;
|
•
|
risks associated with our operations; and
|
•
|
risks associated with governmental regulation and laws.
|
•
|
making it more difficult to satisfy debt service and other obligations at the holding company and/or individual subsidiaries;
|
•
|
increasing the likelihood of a downgrade of our debt, which could cause future debt costs and/or payments to increase under our debt and related hedging instruments and consume an even greater portion of cash flow;
|
•
|
increasing our vulnerability to general adverse industry and economic conditions, including but not limited to adverse changes in foreign exchange rates and commodity prices;
|
•
|
reducing the availability of cash flow to fund other corporate purposes and grow our business;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry;
|
•
|
placing us at a competitive disadvantage to our competitors that are not as highly leveraged; and
|
•
|
limiting, along with the financial and other restrictive covenants relating to such indebtedness, among other things, our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase common stock.
|
•
|
reducing The AES Corporation's receipt of subsidiary dividends, fees, interest payments, loans and other sources of cash since the project subsidiary will typically be prohibited from distributing cash to The AES Corporation during the pendency of any default;
|
•
|
under certain circumstances, triggering The AES Corporation's obligation to make payments under any financial guarantee, letter of credit or other credit support which The AES Corporation has provided to or on behalf of such subsidiary;
|
•
|
causing The AES Corporation to record a loss in the event the lender forecloses on the assets;
|
•
|
triggering defaults in The AES Corporation's outstanding debt and trust preferred securities. For example, The AES Corporation's senior secured credit facility and outstanding senior notes include events of default for certain bankruptcy related events involving material subsidiaries. In addition, The AES Corporation's senior secured credit facility includes certain events of default relating to accelerations of outstanding material debt of material subsidiaries or any subsidiaries that in the aggregate constitute a material subsidiary;
|
•
|
the loss or impairment of investor confidence in the Company; or
|
•
|
foreclosure on the assets that are pledged under the non-recourse loans, therefore eliminating any and all potential future benefits derived from those assets.
|
•
|
principal repayments of debt;
|
•
|
interest and preferred dividends;
|
•
|
acquisitions;
|
•
|
construction and other project commitments;
|
•
|
other equity commitments, including business development investments;
|
•
|
equity repurchases and/or cash dividends on our common stock;
|
•
|
taxes; and
|
•
|
Parent Company overhead costs.
|
•
|
dividends and other distributions from its subsidiaries;
|
•
|
proceeds from debt and equity financings at the Parent Company level; and
|
•
|
proceeds from asset sales.
|
•
|
general economic and capital market conditions;
|
•
|
the availability of bank credit;
|
•
|
investor confidence;
|
•
|
the financial condition, performance and prospects of The AES Corporation in general and/or that of any subsidiary requiring the financing as well as companies in our industry or similar financial circumstances; and
|
•
|
changes in tax and securities laws which are conducive to raising capital.
|
•
|
plant availability in the markets generally;
|
•
|
availability and effectiveness of transmission facilities owned and operated by third parties;
|
•
|
competition;
|
•
|
electricity usage;
|
•
|
seasonality;
|
•
|
foreign exchange rate fluctuation;
|
•
|
availability and price of emission credits;
|
•
|
hydrology and other weather conditions;
|
•
|
illiquid markets;
|
•
|
transmission or transportation constraints or inefficiencies;
|
•
|
availability of competitively priced renewables sources;
|
•
|
increased adoption of distributed generation;
|
•
|
available supplies of natural gas, crude oil and refined products, and coal;
|
•
|
generating unit performance;
|
•
|
natural disasters, terrorism, wars, embargoes, and other catastrophic events;
|
•
|
energy, market and environmental regulation, legislation and policies;
|
•
|
geopolitical concerns affecting global supply of oil and natural gas;
|
•
|
general economic conditions in areas where we operate which impact energy consumption; and
|
•
|
bidding behavior and market bidding rules.
|
•
|
economic, social and political instability in any particular country or region;
|
•
|
adverse changes in currency exchange rates;
|
•
|
government restrictions on converting currencies or repatriating funds;
|
•
|
unexpected changes in foreign laws and regulations or in trade, monetary or fiscal policies;
|
•
|
high inflation and monetary fluctuations;
|
•
|
restrictions on imports of coal, oil, gas or other raw materials required by our generation businesses to operate;
|
•
|
threatened or consummated expropriation or nationalization of our assets by foreign governments;
|
•
|
risks relating to the failure to comply with the U.S. Foreign Corrupt Practices Act, United Kingdom Bribery Act or other anti-bribery laws applicable to our operations;
|
•
|
difficulties in hiring, training and retaining qualified personnel, particularly finance and accounting personnel with GAAP expertise;
|
•
|
unwillingness of governments and their agencies, similar organizations or other counterparties to honor their contracts;
|
•
|
unwillingness of governments, government agencies, courts or similar bodies to enforce contracts that are economically advantageous to subsidiaries of the Company and economically unfavorable to counterparties, against such counterparties, whether such counterparties are governments or private parties;
|
•
|
inability to obtain access to fair and equitable political, regulatory, administrative and legal systems;
|
•
|
adverse changes in government tax policy;
|
•
|
difficulties in enforcing our contractual rights or enforcing judgments or obtaining a favorable result in local jurisdictions; and
|
•
|
potentially adverse tax consequences of operating in multiple jurisdictions.
|
•
|
changes in the availability of our generation facilities or distribution systems due to increases in scheduled and unscheduled plant outages, equipment failure, failure of transmission systems, labor disputes, disruptions in fuel supply, poor hydrologic and wind conditions, inability to comply with regulatory or permit requirements or catastrophic events such as fires, floods, storms, hurricanes, earthquakes, dam failures, explosions, terrorist acts, cyber attacks or other similar occurrences; and
|
•
|
changes in our operating cost structure including, but not limited to, increases in costs relating to gas, coal, oil and other fuel; fuel transportation; purchased electricity; operations, maintenance and repair; environmental compliance, including the cost of purchasing emissions offsets and capital expenditures to install environmental emission equipment; transmission access; and insurance.
|
•
|
we will be successful in transitioning them to private ownership;
|
•
|
such businesses will perform as expected;
|
•
|
integration or other one-time costs will not be greater than expected;
|
•
|
we will not incur unforeseen obligations or liabilities;
|
•
|
such businesses will generate sufficient cash flow to support the indebtedness incurred to acquire them or the capital expenditures needed to develop them; or
|
•
|
the rate of return from such businesses will justify our decision to invest capital to acquire them.
|
•
|
changes in the determination, definition or classification of costs to be included as reimbursable or pass-through costs to be included in the rates we charge our customers, including but not limited to costs incurred to upgrade our power plants to comply with more stringent environmental regulations;
|
•
|
changes in the determination of what is an appropriate rate of return on invested capital or a determination that a utility's operating income or the rates it charges customers are too high, resulting in a reduction of rates or consumer rebates;
|
•
|
changes in the definition or determination of controllable or non-controllable costs;
|
•
|
adverse changes in tax law;
|
•
|
changes in law or regulation which limit or otherwise affect the ability of our counterparties (including sovereign or private parties) to fulfill their obligations (including payment obligations) to us or our subsidiaries;
|
•
|
changes in environmental law which impose additional costs or limit the dispatch of our generating facilities within our subsidiaries;
|
•
|
changes in the definition of events which may or may not qualify as changes in economic equilibrium;
|
•
|
changes in the timing of tariff increases;
|
•
|
other changes in the regulatory determinations under the relevant concessions;
|
•
|
other changes related to licensing or permitting which affect our ability to conduct business; or
|
•
|
other changes that impact the short or long term price-setting mechanism in the markets where we operate.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Repurchase Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Repurchased as Part of a Publicly Announced Purchase Plan
|
|
Dollar Value of Maximum Number of Shares to be Purchased Under the Plan
|
||||||
10/1/2015 - 10/31/15
|
|
1,598,910
|
|
|
$
|
10.03
|
|
|
1,598,910
|
|
|
$
|
400,312,942
|
|
11/1/2015 - 11/30/15
|
|
1,584,932
|
|
(1)
|
10.02
|
|
|
1,564,682
|
|
|
385,040,330
|
|
||
12/1/2015 - 12/31/15
|
|
4,495,268
|
|
|
9.35
|
|
|
4,495,268
|
|
|
343,035,214
|
|
||
Total
|
|
7,679,110
|
|
|
|
|
7,658,860
|
|
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
Sales Price
|
|
Cash Dividends
|
|
Sales Price
|
|
Cash Dividends
|
||||||||||||||||
|
High
|
|
Low
|
|
Declared
|
|
High
|
|
Low
|
|
Declared
|
||||||||||||
First Quarter
|
$
|
13.87
|
|
|
$
|
11.53
|
|
|
$
|
—
|
|
|
$
|
14.94
|
|
|
$
|
13.42
|
|
|
$
|
—
|
|
Second Quarter
|
14.02
|
|
|
12.64
|
|
|
0.10
|
|
|
15.65
|
|
|
13.42
|
|
|
0.05
|
|
||||||
Third Quarter
|
13.40
|
|
|
9.42
|
|
|
0.10
|
|
|
15.64
|
|
|
14.01
|
|
|
0.05
|
|
||||||
Fourth Quarter
|
11.21
|
|
|
8.76
|
|
|
0.21
|
|
|
14.49
|
|
|
12.38
|
|
|
0.15
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
(1)
|
||||||||||
Statement of Operations Data for the Years Ended December 31:
|
(in millions, except per share amounts)
|
||||||||||||||||||
Revenue
|
$
|
14,963
|
|
|
$
|
17,146
|
|
|
$
|
15,891
|
|
|
$
|
17,164
|
|
|
$
|
16,098
|
|
Income (loss) from continuing operations
(2)
|
762
|
|
|
1,176
|
|
|
730
|
|
|
(420
|
)
|
|
1,602
|
|
|||||
Income (loss) from continuing operations attributable to The AES Corporation, net of tax
|
306
|
|
|
789
|
|
|
284
|
|
|
(960
|
)
|
|
506
|
|
|||||
Discontinued operations, net of tax
|
—
|
|
|
(20
|
)
|
|
(170
|
)
|
|
48
|
|
|
(448
|
)
|
|||||
Net income (loss) attributable to The AES Corporation
|
$
|
306
|
|
|
$
|
769
|
|
|
$
|
114
|
|
|
$
|
(912
|
)
|
|
$
|
58
|
|
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations attributable to The AES Corporation, net of tax
|
$
|
0.45
|
|
|
$
|
1.10
|
|
|
$
|
0.38
|
|
|
$
|
(1.27
|
)
|
|
$
|
0.65
|
|
Discontinued operations, net of tax
|
—
|
|
|
(0.03
|
)
|
|
(0.23
|
)
|
|
0.06
|
|
|
(0.58
|
)
|
|||||
Basic earnings (loss) per share
|
$
|
0.45
|
|
|
$
|
1.07
|
|
|
$
|
0.15
|
|
|
$
|
(1.21
|
)
|
|
$
|
0.07
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations attributable to The AES Corporation, net of tax
|
$
|
0.44
|
|
|
$
|
1.09
|
|
|
$
|
0.38
|
|
|
$
|
(1.27
|
)
|
|
$
|
0.65
|
|
Discontinued operations, net of tax
|
—
|
|
|
(0.03
|
)
|
|
(0.23
|
)
|
|
0.06
|
|
|
(0.58
|
)
|
|||||
Diluted earnings (loss) per share
|
$
|
0.44
|
|
|
$
|
1.06
|
|
|
$
|
0.15
|
|
|
$
|
(1.21
|
)
|
|
$
|
0.07
|
|
Dividends Declared Per Common Share
|
$
|
0.41
|
|
|
0.25
|
|
|
0.17
|
|
|
0.08
|
|
|
—
|
|
||||
Cash Flow Data for the Years Ended December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
2,134
|
|
|
$
|
1,791
|
|
|
$
|
2,715
|
|
|
$
|
2,901
|
|
|
$
|
2,884
|
|
Net cash used in investing activities
|
(2,366
|
)
|
|
(656
|
)
|
|
(1,774
|
)
|
|
(895
|
)
|
|
(4,906
|
)
|
|||||
Net cash provided by (used in) financing activities
|
28
|
|
|
(1,262
|
)
|
|
(1,136
|
)
|
|
(1,867
|
)
|
|
1,412
|
|
|||||
Total (decrease) increase in cash and cash equivalents
|
(277
|
)
|
|
(103
|
)
|
|
(258
|
)
|
|
276
|
|
|
(736
|
)
|
|||||
Cash and cash equivalents, ending
|
1,262
|
|
|
1,539
|
|
|
1,642
|
|
|
1,900
|
|
|
1,624
|
|
|||||
Balance Sheet Data at December 31:
|
|
||||||||||||||||||
Total assets
|
$
|
36,850
|
|
|
$
|
38,966
|
|
|
$
|
40,411
|
|
|
$
|
41,830
|
|
|
$
|
45,346
|
|
Non-recourse debt (noncurrent)
|
13,263
|
|
|
13,618
|
|
|
13,318
|
|
|
12,265
|
|
|
13,261
|
|
|||||
Non-recourse debt (noncurrent)—Discontinued operations
|
—
|
|
|
—
|
|
|
124
|
|
|
322
|
|
|
1,369
|
|
|||||
Recourse debt (noncurrent)
|
5,015
|
|
|
5,107
|
|
|
5,551
|
|
|
5,951
|
|
|
6,180
|
|
|||||
Redeemable stock of subsidiaries
|
538
|
|
|
78
|
|
|
78
|
|
|
78
|
|
|
78
|
|
|||||
Retained earnings (accumulated deficit)
|
143
|
|
|
512
|
|
|
(150
|
)
|
|
(264
|
)
|
|
678
|
|
|||||
The AES Corporation stockholders' equity
|
3,149
|
|
|
4,272
|
|
|
4,330
|
|
|
4,569
|
|
|
5,946
|
|
(1)
|
On November 28, 2011, AES completed the acquisition of 100% of the common stock of DPL Inc. Its results of operations have been included in AES's consolidated results of operations from the date of acquisition.
|
(2)
|
Includes pretax impairment expense of
$602 million
,
$383 million
,
$596 million
,
$1.9 billion
, and
$272 million
for the years ended December 31,
2015
,
2014
,
2013
,
2012
and
2011
, respectively. See Note 9—
Other Non-Operating Expense
, Note 10—
Goodwill and Other Intangible Assets
and Note 21—
Asset Impairment Expense
included in Item 8.—
Financial Statements and Supplementary Data
of this Form 10-K for further information.
|
•
|
Strategic Performance and Overview of
2015
Results
|
•
|
Review of Consolidated Results of Operations
|
•
|
SBU Performance Analysis
|
•
|
Key Trends and Uncertainties
|
•
|
Capital Resources and Liquidity
|
•
|
Reducing complexity:
By exiting businesses and markets where we do not have a competitive advantage, we are simplifying our portfolio and reducing risk. During 2015, we announced or closed $787 million in equity proceeds from the sales or sell-downs of seven businesses.
|
•
|
Leveraging our platforms:
We are focusing our growth on platform expansions in markets where we already operate and have a competitive advantage to realize attractive risk-adjusted returns. We currently have 5,620 MW under construction, representing $7 billion in total capital expenditures, with 85% of AES' $1.2 billion in equity already funded. We expect the majority of these projects to come on-line through 2018. Beyond the projects we currently have under construction, we will continue to advance select projects from our development pipeline.
|
•
|
Performance excellence:
We strive to be the low-cost manager of a portfolio of assets and to derive synergies and scale from our businesses. In November, we launched a $150 million cost reduction and revenue enhancement initiative. This initiative will include overhead reductions, procurement efficiencies and operational improvements. We expect to achieve at least $50 million in savings in 2016, ramping up to $150 million, including modest revenue enhancements, in 2018.
|
•
|
Expanding access to capital:
We are building strategic partnerships at the project and business level. Through these partnerships, we aim to optimize our risk-adjusted returns in our existing businesses and growth projects. By selling down portions of certain businesses, we can adjust our global exposure to commodity, fuel, country and other macroeconomic risks. Partial sell-downs of our assets can also serve to highlight or enhance the value of businesses in our portfolio.
|
•
|
Allocating capital in a disciplined manner:
Our top priority is to maximize risk-adjusted returns to our shareholders, which we achieve by investing our discretionary cash and recycling the capital we receive from asset sales and strategic partnerships. In 2015, we generated substantial cash by executing on our strategy, which we allocated in line with our capital allocation framework:
|
◦
|
Used $345 million to prepay and refinance Parent debt;
|
◦
|
returned $757 million to shareholders through share repurchases and quarterly dividends;
|
▪
|
increased our quarterly dividend by 10%, to $0.11 per share, beginning in the first quarter of 2016;
|
◦
|
invested $114 million in our subsidiaries, largely for projects that are currently under construction.
|
Years Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Diluted earnings per share from continuing operations
|
$
|
0.44
|
|
|
$
|
1.09
|
|
|
$
|
0.38
|
|
Adjusted earnings per share (a non-GAAP measure)
(1)
|
1.22
|
|
|
1.30
|
|
|
1.29
|
|
|||
Net cash provided by operating activities
|
2,134
|
|
|
1,791
|
|
|
2,715
|
|
|||
Proportional Free Cash Flow (a non-GAAP measure)
(1)
|
1,241
|
|
|
891
|
|
|
1,271
|
|
(1)
|
See reconciliation and definition under Non-GAAP Measures.
|
Years Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
% Change 2015 vs. 2014
|
|
% Change 2014 vs. 2013
|
||||||||
Results of operations
|
(in millions, except per share amounts)
|
|
|
|
|
||||||||||||
Revenue:
|
|
|
|
||||||||||||||
US SBU
|
$
|
3,593
|
|
|
$
|
3,826
|
|
|
$
|
3,630
|
|
|
-6
|
%
|
|
5
|
%
|
Andes SBU
|
2,489
|
|
|
2,642
|
|
|
2,639
|
|
|
-6
|
%
|
|
—
|
%
|
|||
Brazil SBU
|
4,666
|
|
|
6,009
|
|
|
5,015
|
|
|
-22
|
%
|
|
20
|
%
|
|||
MCAC SBU
|
2,353
|
|
|
2,682
|
|
|
2,713
|
|
|
-12
|
%
|
|
-1
|
%
|
|||
Europe SBU
|
1,191
|
|
|
1,439
|
|
|
1,347
|
|
|
-17
|
%
|
|
7
|
%
|
|||
Asia SBU
|
684
|
|
|
558
|
|
|
550
|
|
|
23
|
%
|
|
1
|
%
|
|||
Corporate and Other
|
31
|
|
|
15
|
|
|
7
|
|
|
107
|
%
|
|
114
|
%
|
|||
Intersegment eliminations
|
(44
|
)
|
|
(25
|
)
|
|
(10
|
)
|
|
-76
|
%
|
|
-150
|
%
|
|||
Total Revenue
|
14,963
|
|
|
17,146
|
|
|
15,891
|
|
|
-13
|
%
|
|
8
|
%
|
|||
Operating Margin:
|
|
|
|
|
|
|
|
|
|
||||||||
US SBU
|
621
|
|
|
699
|
|
|
668
|
|
|
-11
|
%
|
|
5
|
%
|
|||
Andes SBU
|
618
|
|
|
587
|
|
|
533
|
|
|
5
|
%
|
|
10
|
%
|
|||
Brazil SBU
|
600
|
|
|
742
|
|
|
871
|
|
|
-19
|
%
|
|
-15
|
%
|
|||
MCAC SBU
|
543
|
|
|
541
|
|
|
543
|
|
|
—
|
%
|
|
—
|
%
|
|||
Europe SBU
|
303
|
|
|
403
|
|
|
415
|
|
|
-25
|
%
|
|
-3
|
%
|
|||
Asia SBU
|
149
|
|
|
76
|
|
|
169
|
|
|
96
|
%
|
|
-55
|
%
|
|||
Corporate and Other
|
33
|
|
|
53
|
|
|
25
|
|
|
-38
|
%
|
|
112
|
%
|
|||
Intersegment eliminations
|
(1
|
)
|
|
(13
|
)
|
|
23
|
|
|
92
|
%
|
|
-157
|
%
|
|||
Total Operating Margin
|
2,866
|
|
|
3,088
|
|
|
3,247
|
|
|
-7
|
%
|
|
-5
|
%
|
|||
General and administrative expenses
|
(196
|
)
|
|
(187
|
)
|
|
(220
|
)
|
|
5
|
%
|
|
-15
|
%
|
|||
Interest expense
|
(1,436
|
)
|
|
(1,471
|
)
|
|
(1,482
|
)
|
|
-2
|
%
|
|
-1
|
%
|
|||
Interest income
|
524
|
|
|
365
|
|
|
275
|
|
|
44
|
%
|
|
33
|
%
|
|||
Loss on extinguishment of debt
|
(186
|
)
|
|
(261
|
)
|
|
(229
|
)
|
|
-29
|
%
|
|
14
|
%
|
|||
Other expense
|
(65
|
)
|
|
(68
|
)
|
|
(76
|
)
|
|
-4
|
%
|
|
-11
|
%
|
|||
Other income
|
83
|
|
|
124
|
|
|
125
|
|
|
-33
|
%
|
|
-1
|
%
|
|||
Gain on sale of businesses
|
29
|
|
|
358
|
|
|
26
|
|
|
-92
|
%
|
|
NM
|
|
|||
Goodwill impairment expense
|
(317
|
)
|
|
(164
|
)
|
|
(372
|
)
|
|
93
|
%
|
|
-56
|
%
|
|||
Asset impairment expense
|
(285
|
)
|
|
(91
|
)
|
|
(95
|
)
|
|
213
|
%
|
|
-4
|
%
|
|||
Foreign currency transaction gains (losses)
|
105
|
|
|
11
|
|
|
(22
|
)
|
|
855
|
%
|
|
150
|
%
|
|||
Other non-operating expense
|
—
|
|
|
(128
|
)
|
|
(129
|
)
|
|
-100
|
%
|
|
-1
|
%
|
|||
Income tax expense
|
(465
|
)
|
|
(419
|
)
|
|
(343
|
)
|
|
11
|
%
|
|
22
|
%
|
|||
Net equity in earnings of affiliates
|
105
|
|
|
19
|
|
|
25
|
|
|
453
|
%
|
|
-24
|
%
|
|||
INCOME FROM CONTINUING OPERATIONS
|
762
|
|
|
1,176
|
|
|
730
|
|
|
-35
|
%
|
|
61
|
%
|
|||
Income (loss) from operations of discontinued businesses
|
—
|
|
|
27
|
|
|
(27
|
)
|
|
-100
|
%
|
|
200
|
%
|
|||
Net loss from disposal and impairments of discontinued operations
|
—
|
|
|
(56
|
)
|
|
(152
|
)
|
|
-100
|
%
|
|
-63
|
%
|
|||
NET INCOME
|
762
|
|
|
1,147
|
|
|
551
|
|
|
-34
|
%
|
|
108
|
%
|
|||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
||||||||
(Income) from continuing operations attributable to noncontrolling interests
|
(456
|
)
|
|
(387
|
)
|
|
(446
|
)
|
|
18
|
%
|
|
-13
|
%
|
|||
Loss from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
9
|
|
|
9
|
|
|
-100
|
%
|
|
—
|
%
|
|||
NET INCOME ATTRIBUTABLE TO THE AES CORPORATION
|
$
|
306
|
|
|
$
|
769
|
|
|
$
|
114
|
|
|
-60
|
%
|
|
575
|
%
|
AMOUNTS ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS:
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations, net of tax
|
$
|
306
|
|
|
$
|
789
|
|
|
$
|
284
|
|
|
-61
|
%
|
|
178
|
%
|
Loss from discontinued operations, net of tax
|
—
|
|
|
(20
|
)
|
|
(170
|
)
|
|
-100
|
%
|
|
-88
|
%
|
|||
Net income
|
$
|
306
|
|
|
$
|
769
|
|
|
$
|
114
|
|
|
-60
|
%
|
|
575
|
%
|
Net cash provided by operating activities
|
$
|
2,134
|
|
|
$
|
1,791
|
|
|
$
|
2,715
|
|
|
19
|
%
|
|
-34
|
%
|
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.41
|
|
|
$
|
0.25
|
|
|
$
|
0.17
|
|
|
64
|
%
|
|
47
|
%
|
Years Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Argentina
|
$
|
124
|
|
|
$
|
66
|
|
|
$
|
2
|
|
Colombia
|
29
|
|
|
17
|
|
|
6
|
|
|||
United Kingdom
|
11
|
|
|
12
|
|
|
2
|
|
|||
Philippines
|
8
|
|
|
11
|
|
|
(10
|
)
|
|||
Brazil
|
(6
|
)
|
|
(4
|
)
|
|
(12
|
)
|
|||
Mexico
|
(6
|
)
|
|
(14
|
)
|
|
—
|
|
|||
Chile
|
(18
|
)
|
|
(30
|
)
|
|
(20
|
)
|
|||
AES Corporation
|
(31
|
)
|
|
(34
|
)
|
|
5
|
|
|||
Other
|
(6
|
)
|
|
(13
|
)
|
|
5
|
|
|||
Total
(1)
|
$
|
105
|
|
|
$
|
11
|
|
|
$
|
(22
|
)
|
•
|
$124 million
in Argentina, due to the favorable impact from foreign currency derivatives related to government receivables, partially offset by losses from the devaluation of the Argentine Peso associated with U.S. Dollar denominated debt, and losses at Termoandes (a U.S. Dollar functional currency subsidiary) primarily associated with cash and accounts receivable balances in local currency,
|
•
|
$29 million
in Colombia, primarily due to the depreciation of the Colombian Peso, positively impacting Chivor (a U.S. Dollar functional currency subsidiary) due to liabilities denominated in Colombian Pesos,
|
•
|
$11 million
in the United Kingdom, primarily due to the depreciation of the Pound Sterling, resulting in gains at Ballylumford Holdings (a U.S. Dollar functional currency subsidiary) associated with intercompany notes payable
|
•
|
$31 million
at The AES Corporation primarily due to decreases in the valuation of intercompany notes receivable denominated in foreign currency, resulting from the weakening of the Euro and British Pound during the year, partially offset by gains related to foreign currency option purchases, and
|
•
|
$18 million
in Chile primarily due to the devaluation of the Chilean Peso at Gener (a U.S. Dollar functional currency subsidiary) from working capital denominated in Chilean Pesos, partially offset by gains on foreign currency derivatives.
|
•
|
$66 million
in Argentina, due to the favorable impact from foreign currency derivatives related to government receivables, partially offset by losses from the devaluation of the Argentine Peso associated with U.S. Dollar denominated debt, and losses at Termoandes (a U.S. Dollar functional currency subsidiary) primarily associated with cash and accounts receivable balances in local currency, and the purchase of Argentine sovereign bonds,
|
•
|
$17 million
in Colombia, primarily due to a 23% depreciation of the Colombian Peso, positively impacting Chivor (a U.S. Dollar functional currency subsidiary) due to liabilities denominated in Colombian Pesos, primarily income tax payable and accounts payable,
|
•
|
$12 million
in the United Kingdom, primarily due to a 6% depreciation of the Pound Sterling, resulting in gains at Ballylumford Holdings (a U.S. Dollar functional currency subsidiary) associated with intercompany notes payable denominated in Pound Sterling, and gains related to foreign currency derivatives, and
|
•
|
$11 million
in the Philippines, primarily due to amortization of frozen embedded derivatives and a 4% appreciation of the Philippine Peso against the U.S. Dollar, resulting in a revaluation of cash accounts, customer receivables, and deferred tax asset.
|
•
|
$34 million
at The AES Corporation primarily due to decreases in the valuation of intercompany notes receivable denominated in foreign currency, resulting from the weakening of the Euro and British Pound during the year, partially offset by gains related to foreign currency option purchases,
|
•
|
$30 million
in Chile primarily due to a 16% devaluation of the Chilean Peso, resulting in a $39 million loss at Gener (a U.S. Dollar functional currency subsidiary) from working capital denominated in Chilean Pesos, primarily cash, accounts receivable and VAT receivables, partially offset by income of $9 million on foreign currency derivatives, and
|
•
|
$14 million
in Mexico, primarily due to a 13% devaluation of the Mexican Peso, resulting in a loss at TEGTEP and Merida (U.S. Dollar functional currency subsidiaries) from working capital denominated in Pesos (primarily cash, recoverable tax, and VAT).
|
•
|
$20 million
in Chile, primarily due to a 9% weakening of the Chilean Peso, resulting in losses at Gener (a U.S. Dollar functional currency subsidiary) associated with net working capital denominated in Chilean Pesos, mainly cash, accounts receivables and tax receivables, partially offset by gains related to foreign currency derivatives,
|
•
|
$12 million
in Brazil, primarily due to a 15% weakening of the Brazilian Real resulting in losses mainly associated with U.S. Dollar denominated liabilities, and
|
•
|
$10 million
in the Philippines (a U.S. Dollar functional currency subsidiary beginning in 2013), primarily due to the 8% weakening of the Philippine Peso, resulting in revaluation of cash accounts, customer receivables and deferred tax assets.
|
•
|
an increase at Mong Duong due to commencement of operations in the current year,
|
•
|
an increase at Gener primarily due to the restructuring of Guacolda,
|
•
|
an increase at Masinloc due to increased earnings and the 2014 sale of a noncontrolling interest in that business
|
•
|
a decrease at Buffalo Gap III resulting from the asset impairment expense allocation to the tax equity partner, and
|
•
|
a decease at Eletropaulo resulting from unfavorable foreign exchange and lower demand.
|
•
|
a decrease at Tietê due to lower earnings resulting from poor hydrology and increased prices for purchased energy,
|
•
|
a decrease at Uruguaiana due to a favorable arbitration settlement in 2013, and
|
•
|
a decrease at Panama related to poor hydrology.
|
•
|
Higher impairment expense
|
•
|
Lower gains from the sale of businesses
|
•
|
Lower debt extinguishment expense
|
•
|
Higher gains from the sale of businesses
|
•
|
Lower impairment expense
|
•
|
Lower general and administrative expenses
|
Adjusted Operating Margin (in millions)
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
US
|
|
$
|
598
|
|
|
$
|
711
|
|
|
$
|
684
|
|
Andes
|
|
466
|
|
|
444
|
|
|
402
|
|
|||
Brazil
|
|
136
|
|
|
235
|
|
|
271
|
|
|||
MCAC
|
|
438
|
|
|
482
|
|
|
472
|
|
|||
Europe
|
|
276
|
|
|
373
|
|
|
392
|
|
|||
Asia
|
|
70
|
|
|
51
|
|
|
159
|
|
|||
Corp/Other
|
|
33
|
|
|
53
|
|
|
25
|
|
|||
Intersegment eliminations
|
|
(1
|
)
|
|
(13
|
)
|
|
23
|
|
|||
Total Adjusted Operating Margin
|
|
2,016
|
|
|
2,336
|
|
|
2,428
|
|
|||
Noncontrolling interests adjustment
|
|
869
|
|
|
760
|
|
|
833
|
|
|||
Derivatives adjustment
|
|
(19
|
)
|
|
(8
|
)
|
|
(14
|
)
|
|||
Operating Margin
|
|
$
|
2,866
|
|
|
$
|
3,088
|
|
|
$
|
3,247
|
|
Adjusted PTC (in millions)
Year Ended December 31,
|
|
Total Adjusted PTC
|
|
Intersegment
|
|
External Adjusted PTC
|
||||||||||||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
US SBU
|
|
$
|
360
|
|
|
$
|
445
|
|
|
440
|
|
|
$
|
12
|
|
|
$
|
10
|
|
|
11
|
|
|
$
|
372
|
|
|
$
|
455
|
|
|
$
|
451
|
|
Andes SBU
|
|
482
|
|
|
421
|
|
|
353
|
|
|
17
|
|
|
6
|
|
|
19
|
|
|
499
|
|
|
427
|
|
|
372
|
|
|||||||
Brazil SBU
|
|
91
|
|
|
242
|
|
|
212
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|
93
|
|
|
245
|
|
|
215
|
|
|||||||
MCAC SBU
|
|
327
|
|
|
352
|
|
|
339
|
|
|
18
|
|
|
26
|
|
|
12
|
|
|
345
|
|
|
378
|
|
|
351
|
|
|||||||
Europe SBU
|
|
235
|
|
|
348
|
|
|
345
|
|
|
5
|
|
|
5
|
|
|
7
|
|
|
240
|
|
|
353
|
|
|
352
|
|
|||||||
Asia SBU
|
|
96
|
|
|
46
|
|
|
142
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
99
|
|
|
48
|
|
|
144
|
|
|||||||
Corporate and Other
|
|
(441
|
)
|
|
(533
|
)
|
|
(624
|
)
|
|
(57
|
)
|
|
(52
|
)
|
|
(54
|
)
|
|
(498
|
)
|
|
(585
|
)
|
|
(678
|
)
|
|||||||
Total Adjusted Pretax Contribution
|
|
1,150
|
|
|
1,321
|
|
|
1,207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,150
|
|
|
1,321
|
|
|
1,207
|
|
Adjusted EPS
|
Years Ended December 31,
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Diluted earnings per share from continuing operations
|
$
|
0.44
|
|
|
$
|
1.09
|
|
|
$
|
0.38
|
|
|
Unrealized derivative (gains)
(1)
|
(0.16
|
)
|
|
(0.12
|
)
|
|
(0.05
|
)
|
|
|||
Unrealized foreign currency transaction losses
(2)
|
0.12
|
|
|
0.14
|
|
|
0.02
|
|
|
|||
Disposition/acquisition (gains)
|
(0.03
|
)
|
(3)
|
(0.59
|
)
|
(4)
|
(0.03
|
)
|
(5)
|
|||
Impairment losses
|
0.67
|
|
(6)
|
0.53
|
|
(7)
|
0.75
|
|
(8)
|
|||
Loss on extinguishment of debt
|
0.18
|
|
(9)
|
0.25
|
|
(10)
|
0.22
|
|
(11)
|
|||
Adjusted EPS
|
$
|
1.22
|
|
|
$
|
1.30
|
|
|
$
|
1.29
|
|
|
(1)
|
Unrealized derivatives were net of income tax expense per share of $
(0.08)
, $
(0.07)
and $
(0.02)
in
2015
,
2014
, and
2013
, respectively.
|
(2)
|
Unrealized foreign currency transaction losses were net of income tax benefit per share of $
0.03
, $
0.02
and $
0.02
in
2015
,
2014
, and
2013
, respectively.
|
(3)
|
Amount primarily relates to the gain from the sale of Solar Spain and Solar Italy of $
7
million ($
20
million, or $
0.03
per share, including income tax benefit per share of $
0.02
), the gain from the sale of Armenia Mountain of $
22
million ($
14
million, or $
0.02
per share, net of income tax expense per share of $
0.01
), and the loss from the tax consequences associated with the sale of a noncontrolling interest in Gener of $
25
million, or $
0.04
per share.
|
(4)
|
Amount primarily relates to the gain from the sale of a noncontrolling interest in
Masinloc
of $
283
million ($
0.39
per share, net of income tax per share of $
0.00
), the gain from the sale of the
U.K. wind projects
of $
78
million ($
0.11
per share, net of income tax per share of $
0.00
), the loss from the liquidation of
AgCert International
of $
1
million (net benefit of $
18
million, or $
0.03
per share, including income tax benefit per share of $
0.03
), the tax benefit of $
24
million ($
0.03
per share) related to the
Silver Ridge Power
transaction, and the tax benefit of $
18
million ($
0.02
per share) associated with the agreement executed in December 2014 to sell a noncontrolling interest in
IPALCO
.
|
(5)
|
Amount primarily relates to the gain from the sale of Cartagena of $
20
million ($
15
million, or $
0.02
per share, net of income tax benefit per share of $
0.01
).
|
(6)
|
Amount primarily relates to the goodwill impairment at DPL of
$317
million (
$0.46
per share, net of income tax per share of
$0.00
) and asset impairments at Kilroot of $
121
million ($
95
million, or $
0.14
per share, net of income tax benefit per share of $
0.03
), at U.K. Wind (Development Projects) of $
38
million ($
24
million, or $
0.04
per share, net of income tax benefit per share of $
0.01
), and at Buffalo Gap III of $
116
million ($
18
million, or $
0.03
per share, net of income tax benefit per share of $
0.01
).
|
(7)
|
Amount primarily relates to the goodwill impairments at
DPLER
of $
136
million ($
0.19
per share, net of income tax per share of $
0.00
), and at
Buffalo Gap
of $
28
million ($
0.04
per share, net of income tax per share of $
0.00
), and asset impairments at
Ebute
of $
67
million ($
64
million, or $
0.09
per share, net of income tax benefit per share of $
0.00
), and at
Elsta
of $
41
million ($
31
million, or $
0.04
per share, net of income tax benefit per share of $
0.01
), and the other-than-temporary impairments at
Silver Ridge Power
of $
42
million ($
27
million, or $
0.04
per share, net of income tax benefit per share of $
0.02
), and at
Entek
of $
86
million ($
0.12
per share, net of income tax benefit per share of $
0.00
).
|
(8)
|
Amount primarily relates to the goodwill impairments at
DPL
of $
307
million ($
0.41
per share, net of income tax per share of $
0.00
) and at
Ebute
of $
58
million ($
0.08
per share, net of income tax per share of $
0.00
), the other-than-temporary impairment at
Elsta
of $
129
million ($
128
million, or $
0.17
per share, net of income tax benefit per share of $
0.00
) and the asset impairments at
Beaver Valley
of $
46
million ($
30
million, or $
0.04
per share, net of income tax benefit per share of $
0.02
), and at
DPL
of $
26
million ($
17
million, or $
0.02
per share, net of income tax benefit per share of $
0.01
).
|
(9)
|
Amount primarily relates to the loss on early retirement of debt at the
Parent Company
of $
116
million ($
75
million, or $
0.11
per share, net of income tax benefit per share of $
0.06
) and at IPL of $
22
million ($
11
million, or $
0.02
per share, net of income tax benefit per share of $
0.01
).
|
(10)
|
Amount primarily relates to the loss on early retirement of debt at the
Parent Company
of $
200
million ($
130
million, or $
0.18
per share, net of income tax benefit per share of $
0.10
), at
DPL
of $
31
million ($
20
million, or $
0.03
per share, net of income tax benefit per share of $
0.02
), at
Electrica Angamos
of $
20
million ($
11
million, or $
0.02
per share, net of income tax benefit per share of $
0.00
), at
U.K. wind projects
of $
18
million ($
15
million, or $
0.02
per share, net of income tax benefit per share of $
0.00
).
|
(11)
|
Amount primarily relates to the loss on early retirement of debt at
Parent Company
of $
165
million ($
107
million, or $
0.14
per share, net of income tax benefit per share of $
0.08
), at
Masinloc
of $
43
million ($
39
million, or $
0.05
per share, net of income tax per share of $
0.00
) and at
Changuinola
of $
14
million ($
10
million, or $
0.01
per share, net of income tax benefit per share of $
0.01
).
|
For the Years Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
|
$ Change 2015 vs. 2014
|
|
$ Change 2014 vs. 2013
|
|
% Change 2015 vs. 2014
|
|
% Change 2014 vs. 2013
|
||||||||||||
Operating Margin
|
|
$
|
621
|
|
|
$
|
699
|
|
|
$
|
668
|
|
|
$
|
(78
|
)
|
|
$
|
31
|
|
|
-11
|
%
|
|
5
|
%
|
Noncontrolling Interests Adjustment
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Derivatives Adjustment
|
|
15
|
|
|
$
|
12
|
|
|
16
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted Operating Margin
|
|
$
|
598
|
|
|
$
|
711
|
|
|
$
|
684
|
|
|
$
|
(113
|
)
|
|
$
|
27
|
|
|
-16
|
%
|
|
4
|
%
|
Adjusted PTC
|
|
$
|
360
|
|
|
$
|
445
|
|
|
$
|
440
|
|
|
$
|
(85
|
)
|
|
$
|
5
|
|
|
-19
|
%
|
|
1
|
%
|
Proportional Free Cash Flow
|
|
$
|
591
|
|
|
$
|
646
|
|
|
$
|
689
|
|
|
$
|
(55
|
)
|
|
$
|
(43
|
)
|
|
-9
|
%
|
|
-6
|
%
|
DPL
|
|
||
Impact of more of DP&L's generation being sold in the wholesale market at lower prices in 2015 compared to supplying DP&L retail customers in 2014, lower generation driven by plant outages in 2015, and unfavorable weather; partially offset by the impact of outages and lower gas availability occurring in Q1 2014
|
$
|
(53
|
)
|
Increase in capacity margin due to increase in PJM capacity price
|
26
|
|
|
Total DPL Decrease
|
(27
|
)
|
|
IPL
|
|
||
Lower wholesale margin due to lower market prices of electricity and outages
|
(26
|
)
|
|
Higher retail margins
|
20
|
|
|
Higher fixed costs primarily due to higher maintenance expense attributed to plant outages and higher depreciation expense due to MATS assets
|
(18
|
)
|
|
Other
|
(1
|
)
|
|
Total IPL Decrease
|
(25
|
)
|
|
US Generation
|
|
||
Lower production and prices across the US Wind businesses
|
(20
|
)
|
|
Lower availability and dispatch at Hawaii
|
(10
|
)
|
|
Other
|
4
|
|
|
Total US Generation Decrease
|
(26
|
)
|
|
Total US SBU Operating Margin Decrease
|
$
|
(78
|
)
|
U.S. Generation
|
|
||
Increased availability at Hawaii
|
$
|
11
|
|
Increased market prices at Laurel Mountain
|
8
|
|
|
Completion of the Tait energy storage project in September 2013
|
8
|
|
|
Other
|
(1
|
)
|
|
Total US Generation Increase
|
26
|
|
|
IPL
|
|
||
Higher wholesale margin
|
14
|
|
|
Lower fixed costs, primarily due to lower pension expense
|
11
|
|
|
Other
|
(1
|
)
|
|
Total IPL Increase
|
24
|
|
|
DPL
|
|
||
Impact from the timing of outages, resulting in higher purchased power and related costs, lower gas availability and higher demand during the peak of cold weather in Q1 2014, as well as increased customer switching to third party CRES providers
|
(71
|
)
|
|
Higher rates resulting from increased retail prices, lower fuel costs, and higher capacity prices
|
57
|
|
|
Other
|
(5
|
)
|
|
Total DPL Decrease
|
(19
|
)
|
|
Total US SBU Operating Margin Increase
|
$
|
31
|
|
For the Years Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
|
$ Change 2015 vs. 2014
|
|
$ Change 2014 vs. 2013
|
|
% Change 2015 vs. 2014
|
|
% Change 2014 vs. 2013
|
||||||||||||
Operating Margin
|
|
$
|
618
|
|
|
$
|
587
|
|
|
$
|
533
|
|
|
$
|
31
|
|
|
$
|
54
|
|
|
5
|
%
|
|
10
|
%
|
Noncontrolling Interests Adjustment
|
|
(152
|
)
|
|
(143
|
)
|
|
(131
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted Operating Margin
|
|
$
|
466
|
|
|
$
|
444
|
|
|
$
|
402
|
|
|
$
|
22
|
|
|
$
|
42
|
|
|
5
|
%
|
|
10
|
%
|
Adjusted PTC
|
|
$
|
482
|
|
|
$
|
421
|
|
|
$
|
353
|
|
|
$
|
61
|
|
|
$
|
68
|
|
|
14
|
%
|
|
19
|
%
|
Proportional Free Cash Flow
|
|
$
|
224
|
|
|
$
|
176
|
|
|
$
|
188
|
|
|
$
|
48
|
|
|
$
|
(12
|
)
|
|
27
|
%
|
|
-6
|
%
|
Gener
|
|
||
Higher margins associated to Nueva Renca Plant tolling agreement
|
$
|
26
|
|
Higher volume of energy sales mainly related to higher availability
|
21
|
|
|
Other
|
(2
|
)
|
|
Total Gener Increase
|
45
|
|
|
Argentina
|
|
||
Higher rates driven by an annual price review and additional contributions introduced by Resolution 482
|
49
|
|
|
Higher fixed costs primarily driven by higher inflation and by higher maintenance cost
|
(45
|
)
|
|
Unfavorable FX remeasurement impacts
|
(4
|
)
|
|
Other
|
4
|
|
|
Total Argentina Increase
|
4
|
|
|
Chivor
|
|
||
Unfavorable FX remeasurement impacts
|
(83
|
)
|
|
Higher rates driven by a strong El Niño impact on prices
|
60
|
|
|
Higher volume of energy sales mainly associated to higher generation
|
12
|
|
|
Other
|
(7
|
)
|
|
Total Chivor Decrease
|
(18
|
)
|
|
Total Andes SBU Operating Margin Increase
|
$
|
31
|
|
Chivor
|
|
||
Higher generation, higher spot and contract prices, and higher ancillary services
|
$
|
72
|
|
Higher maintenance costs
|
(12
|
)
|
|
Unfavorable FX impacts
|
(9
|
)
|
|
Other
|
4
|
|
|
Total Chivor Increase
|
55
|
|
|
Argentina
|
|
||
Higher rates as a result of the impact of Resolution 529
|
30
|
|
|
Higher generation and availability
|
13
|
|
|
Higher fixed costs driven by higher inflation
|
(27
|
)
|
|
Unfavorable FX impacts
|
(5
|
)
|
|
Other
|
(3
|
)
|
|
Total Argentina Increase
|
8
|
|
|
Gener
|
|
||
Lower contract prices, spot prices in the SADI, and lower Energy Plus margin
|
(32
|
)
|
|
Lower availability
|
(9
|
)
|
|
Contributions from Ventanas IV, which commenced operations in March 2013
|
10
|
|
|
Lower fixed costs, primarily lower maintenance and salaries
|
19
|
|
|
Other
|
3
|
|
|
Total Gener Decrease
|
(9
|
)
|
|
Total Andes SBU Operating Margin Increase
|
$
|
54
|
|
For the Years Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
|
$ Change 2015 vs. 2014
|
|
$ Change 2014 vs. 2013
|
|
% Change 2015 vs. 2014
|
|
% Change 2014 vs. 2013
|
||||||||||||
Operating Margin
|
|
$
|
600
|
|
|
$
|
742
|
|
|
$
|
871
|
|
|
$
|
(142
|
)
|
|
$
|
(129
|
)
|
|
-19
|
%
|
|
-15
|
%
|
Noncontrolling Interests Adjustment
|
|
(464
|
)
|
|
(507
|
)
|
|
(600
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted Operating Margin
|
|
$
|
136
|
|
|
$
|
235
|
|
|
$
|
271
|
|
|
$
|
(99
|
)
|
|
$
|
(36
|
)
|
|
-42
|
%
|
|
-13
|
%
|
Adjusted PTC
|
|
$
|
91
|
|
|
$
|
242
|
|
|
$
|
212
|
|
|
$
|
(151
|
)
|
|
$
|
30
|
|
|
-62
|
%
|
|
14
|
%
|
Proportional Free Cash Flow
|
|
$
|
(29
|
)
|
|
$
|
13
|
|
|
$
|
116
|
|
|
$
|
(42
|
)
|
|
$
|
(103
|
)
|
|
-323
|
%
|
|
-89
|
%
|
Sul
|
|
||
Lower volumes due to economic decline and higher technical and non-technical losses
|
$
|
(68
|
)
|
Higher fixed costs, primarily due to higher bad debt and regulatory penalties due to storms as well as higher depreciation expenses
|
(44
|
)
|
|
Higher tariffs
|
19
|
|
|
Other
|
(6
|
)
|
|
Total Sul Decrease
|
(99
|
)
|
|
Eletropaulo
|
|
||
Higher fixed costs, primarily due to higher bad debt expense, storms and employee-related costs
|
(142
|
)
|
|
Unfavorable FX impacts
|
(74
|
)
|
|
Contingency related to performance indicators
|
(59
|
)
|
|
Lower volumes due to lower demand
|
(35
|
)
|
|
Reversal of a contingent regulatory liability (excluding FX)
|
135
|
|
|
Higher tariffs
|
82
|
|
|
Total Eletropaulo Decrease
|
(93
|
)
|
|
Tietê
|
|
||
Energy purchases at lower rates primarily due to lower spot prices
|
311
|
|
|
Unfavorable FX impacts
|
(152
|
)
|
|
Higher volume purchased on the spot market due to higher assured energy requirement
|
(113
|
)
|
|
Other
|
(8
|
)
|
|
Total Tietê Increase
|
38
|
|
|
Uruguaiana
|
|
||
Higher generation from a longer period of temporary restart of operations
|
11
|
|
|
Total Uruguaiana Increase
|
11
|
|
|
Other Business Drivers
|
1
|
|
|
Total Brazil SBU Operating Margin Decrease
|
$
|
(142
|
)
|
Tietê
|
|
||
Net impact of lower hydrology, which led to lower generation and an increase in energy purchases at higher prices, partially offset by higher spot sales in the first half of 2014 due to lower contracted volumes of energy sold
|
$
|
(252
|
)
|
Unfavorable FX impacts
|
(58
|
)
|
|
Other
|
(5
|
)
|
|
Total Tietê Decrease
|
(315
|
)
|
|
Uruguaiana
|
|
||
Extinguishment of a liability based on a favorable arbitration decision in the second quarter of 2013, partially offset by higher generation in 2014 during the period of temporary restart of operations
|
(53
|
)
|
|
Other
|
2
|
|
|
Total Uruguaiana Decrease
|
(51
|
)
|
|
Eletropaulo
|
|
||
Non-recurring 2013 charge related to the recognition of a contingent regulatory liability related to potential customer refunds
|
198
|
|
|
Higher rates driven by a higher tariff
|
124
|
|
|
Higher volumes
|
46
|
|
|
Higher fixed costs and depreciation, primarily related to personnel and pension costs
|
(133
|
)
|
|
Unfavorable FX impacts
|
(28
|
)
|
|
Total Eletropaulo Increase
|
207
|
|
|
Sul
|
|
||
Higher volumes and rates
|
52
|
|
|
Higher fixed costs and depreciation
|
(11
|
)
|
|
Unfavorable FX impacts
|
(10
|
)
|
|
Total Sul Increase
|
31
|
|
|
Other Business Drivers
|
(1
|
)
|
|
Total Brazil SBU Operating Margin Decrease
|
$
|
(129
|
)
|
For the Years Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
|
$ Change 2015 vs. 2014
|
|
$ Change 2014 vs. 2013
|
|
% Change 2015 vs. 2014
|
|
% Change 2014 vs. 2013
|
||||||||||||
Operating Margin
|
|
$
|
543
|
|
|
$
|
541
|
|
|
$
|
543
|
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
—
|
%
|
|
—
|
%
|
Noncontrolling Interests Adjustment
|
|
(106
|
)
|
|
(59
|
)
|
|
(69
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Derivatives Adjustment
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted Operating Margin
|
|
$
|
438
|
|
|
$
|
482
|
|
|
$
|
472
|
|
|
$
|
(44
|
)
|
|
$
|
10
|
|
|
-9
|
%
|
|
2
|
%
|
Adjusted PTC
|
|
$
|
327
|
|
|
$
|
352
|
|
|
$
|
339
|
|
|
$
|
(25
|
)
|
|
$
|
13
|
|
|
-7
|
%
|
|
4
|
%
|
Proportional Free Cash Flow
|
|
$
|
498
|
|
|
$
|
281
|
|
|
$
|
433
|
|
|
$
|
217
|
|
|
$
|
(152
|
)
|
|
77
|
%
|
|
-35
|
%
|
Dominican Republic
|
|
||
Lower commodity prices resulting in lower spot prices and lower than expected gas sales demand with excess gas used for generation at lower margins
|
$
|
(29
|
)
|
Lower availability
|
(28
|
)
|
|
Lower frequency regulation revenues
|
(21
|
)
|
|
Total Dominican Republic Decrease
|
(78
|
)
|
|
Mexico
|
|
||
Higher fuel costs, lower spot sales and lower availability
|
(29
|
)
|
|
Total Mexico Decrease
|
(29
|
)
|
|
Puerto Rico
|
|
||
One-time reversal of bad debt in 2014 and higher maintenance expense
|
(11
|
)
|
|
Total Puerto Rico Decrease
|
(11
|
)
|
|
Panama
|
|
||
Higher generation and lower energy purchases, driven by improved hydrological conditions
|
118
|
|
|
Commencement of power barge operations at the end of March 2015
|
18
|
|
|
Lower compensation from the government of Panama due to lower volumes of energy purchased at lower spot prices
|
(34
|
)
|
|
Other
|
(6
|
)
|
|
Total Panama Increase
|
96
|
|
|
El Salvador
|
|
||
One-time unfavorable adjustment to unbilled revenue in 2014
|
12
|
|
|
Lower energy losses and higher demand
|
11
|
|
|
Total El Salvador Increase
|
23
|
|
|
Total MCAC SBU Operating Margin Increase
|
$
|
2
|
|
El Salvador
|
|
||
One-time unfavorable adjustment to unbilled revenue
|
$
|
(12
|
)
|
Higher energy losses and other fixed costs
|
(9
|
)
|
|
Other
|
(1
|
)
|
|
Total El Salvador Decrease
|
(22
|
)
|
|
Panama
|
|
||
Lower generation and higher energy purchases due to dry hydrological conditions
|
(38
|
)
|
|
Esti tunnel settlement agreement in 2013
|
(31
|
)
|
|
Compensation from the government of Panama related to spot purchases from dry hydrological conditions
|
40
|
|
|
Lower fixed and other costs
|
22
|
|
|
Other
|
(1
|
)
|
|
Total Panama Decrease
|
(8
|
)
|
|
Dominican Republic
|
|
||
Higher spot sales
|
58
|
|
|
Higher availability
|
20
|
|
|
Lower gas sales to third parties
|
(27
|
)
|
|
Lower frequency regulation revenues
|
(26
|
)
|
|
Lower PPA margins
|
(14
|
)
|
|
Other
|
8
|
|
|
Total Dominican Republic Increase
|
19
|
|
|
Puerto Rico
|
|
||
Favorable bad debt reversal
|
6
|
|
|
Total Puerto Rico Increase
|
6
|
|
|
Other business drivers
|
3
|
|
|
Total MCAC SBU Operating Margin Decrease
|
$
|
(2
|
)
|
For the Years Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
|
$ Change 2015 vs. 2014
|
|
$ Change 2014 vs. 2013
|
|
% Change 2015 vs. 2014
|
|
% Change 2014 vs. 2013
|
||||||||||||
Operating Margin
|
|
$
|
303
|
|
|
$
|
403
|
|
|
$
|
415
|
|
|
$
|
(100
|
)
|
|
$
|
(12
|
)
|
|
-25
|
%
|
|
-3
|
%
|
Noncontrolling Interests Adjustment
|
|
(30
|
)
|
|
(26
|
)
|
|
(23
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Derivatives Adjustment
|
|
3
|
|
|
(4
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted Operating Margin
|
|
$
|
276
|
|
|
$
|
373
|
|
|
$
|
392
|
|
|
$
|
(97
|
)
|
|
$
|
(19
|
)
|
|
-26
|
%
|
|
-5
|
%
|
Adjusted PTC
|
|
$
|
235
|
|
|
$
|
348
|
|
|
$
|
345
|
|
|
$
|
(113
|
)
|
|
$
|
3
|
|
|
-32
|
%
|
|
1
|
%
|
Proportional Free Cash Flow
|
|
$
|
238
|
|
|
$
|
197
|
|
|
$
|
345
|
|
|
$
|
41
|
|
|
$
|
(148
|
)
|
|
21
|
%
|
|
-43
|
%
|
Maritza
|
|
||
Unfavorable FX impacts due to Euro depreciation against USD
|
$
|
(30
|
)
|
Lower rates due to non-operating costs passed through the tariff
|
(8
|
)
|
|
Higher availability in 2015
|
8
|
|
|
Total Maritza Decrease
|
(30
|
)
|
|
Kilroot
|
|
||
Lower dispatch and lower market prices due to gas/coal spread as well as lower capacity prices
|
(23
|
)
|
|
Higher fixed costs primarily driven by maintenance cost due to timing of outages
|
(3
|
)
|
|
Lower depreciation due to impairment in Q3 2015
|
7
|
|
|
Other
|
1
|
|
|
Total Kilroot Decrease
|
(18
|
)
|
|
Ballylumford
|
|
||
Lower availability and lower capacity prices
|
(8
|
)
|
|
Write down of non-primary fuel inventory
|
(4
|
)
|
|
Total Ballylumford Decrease
|
(12
|
)
|
|
Other
|
|
||
Reduction due to the sale of Ebute in 2014
|
(34
|
)
|
|
Lower Heat Rate margin at Jordan
|
(6
|
)
|
|
Total Europe SBU Operating Margin Decrease
|
$
|
(100
|
)
|
Kilroot
|
|
||
Lower dispatch and higher outages and related maintenance costs
|
$
|
(46
|
)
|
Higher rates, including income from energy price hedges and favorable FX rates
|
13
|
|
|
Other
|
2
|
|
|
Total Kilroot Decrease
|
(31
|
)
|
|
Maritza
|
|
||
Higher outages and related maintenance costs
|
(32
|
)
|
|
Impact of higher rates
|
10
|
|
|
Other
|
5
|
|
|
Total Maritza Decrease
|
(17
|
)
|
|
Jordan
|
|
||
Commencement of operations at the IPP4 plant in July 2014
|
17
|
|
|
Total Jordan Increase
|
17
|
|
|
Kazakhstan
|
|
||
Higher volumes and rates
|
29
|
|
|
Unfavorable FX impacts
|
(13
|
)
|
|
Other
|
(5
|
)
|
|
Total Kazakhstan Increase
|
11
|
|
|
Other Business Drivers
|
8
|
|
|
Total Europe SBU Operating Margin Decrease
|
$
|
(12
|
)
|
For the Years Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
|
$ Change 2015 vs. 2014
|
|
$ Change 2014 vs. 2013
|
|
% Change 2015 vs. 2014
|
|
% Change 2014 vs. 2013
|
||||||||||||
Operating Margin
|
|
$
|
149
|
|
|
$
|
76
|
|
|
$
|
169
|
|
|
$
|
73
|
|
|
$
|
(93
|
)
|
|
96
|
%
|
|
-55
|
%
|
Noncontrolling Interests Adjustment
|
|
(79
|
)
|
|
(25
|
)
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted Operating Margin
|
|
$
|
70
|
|
|
$
|
51
|
|
|
$
|
159
|
|
|
$
|
19
|
|
|
$
|
(108
|
)
|
|
37
|
%
|
|
-68
|
%
|
Adjusted PTC
|
|
$
|
96
|
|
|
$
|
46
|
|
|
$
|
142
|
|
|
$
|
50
|
|
|
$
|
(96
|
)
|
|
109
|
%
|
|
-68
|
%
|
Proportional Free Cash Flow
|
|
$
|
87
|
|
|
$
|
82
|
|
|
$
|
101
|
|
|
$
|
5
|
|
|
$
|
(19
|
)
|
|
6
|
%
|
|
-19
|
%
|
Masinloc
|
|
||
Higher availability
|
$
|
27
|
|
One-time unfavorable impact in 2014 due to market operator's retrospective adjustment to energy prices in Nov and Dec 2013
|
15
|
|
|
Lower fixed costs and lower tax assessments in 2015 relative to 2014
|
7
|
|
|
Other
|
3
|
|
|
Total Masinloc Increase
|
52
|
|
|
Mong Duong
|
|
||
Commencement of principal operations in April 2015
|
24
|
|
|
Total Mong Duong Increase
|
24
|
|
|
Other
|
(3
|
)
|
|
Total Asia SBU Operating Margin Increase
|
$
|
73
|
|
Masinloc
|
|
||
Lower plant availability
|
$
|
(33
|
)
|
Net decrease from lower spot sales, partially offset by higher volumes
|
(21
|
)
|
|
Philippine market operator's adjustment in the first quarter of 2014 to retrospectively recalculate energy prices related to an unprecedented increase in spot energy prices in November and December 2013
|
(15
|
)
|
|
Higher maintenance costs
|
(4
|
)
|
|
Other
|
(6
|
)
|
|
Total Masinloc Decrease
|
(79
|
)
|
|
Kelanitissa
|
|
||
Impact of the step-down in the contracted PPA price
|
(17
|
)
|
|
Total Kelanitissa Decrease
|
(17
|
)
|
|
Other Business Drivers
|
3
|
|
|
Total Asia SBU Operating Margin Decrease
|
$
|
(93
|
)
|
|
|
December 31,
|
|
$ Change
|
||||||||||||||||
Cash flows provided by (used in):
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||
Operating activities
|
|
$
|
2,134
|
|
|
$
|
1,791
|
|
|
$
|
2,715
|
|
|
$
|
343
|
|
|
$
|
(924
|
)
|
Investing activities
|
|
(2,366
|
)
|
|
(656
|
)
|
|
(1,774
|
)
|
|
(1,710
|
)
|
|
1,118
|
|
|||||
Financing activities
|
|
28
|
|
|
(1,262
|
)
|
|
(1,136
|
)
|
|
1,290
|
|
|
(126
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
(52
|
)
|
|
(51
|
)
|
|
(59
|
)
|
|
(1
|
)
|
|
8
|
|
|||||
Decrease (increase) in cash of discontinued businesses
|
|
—
|
|
|
75
|
|
|
(4
|
)
|
|
(75
|
)
|
|
79
|
|
|||||
Cash at held-for-sale businesses
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|||||
Net (decrease) increase in cash and cash equivalents
|
|
(277
|
)
|
|
(103
|
)
|
|
(258
|
)
|
|
(174
|
)
|
|
155
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
1,539
|
|
|
1,642
|
|
|
1,900
|
|
|
(103
|
)
|
|
(258
|
)
|
|||||
Cash and cash equivalents at end of period
|
|
1,262
|
|
|
1,539
|
|
|
1,642
|
|
|
(277
|
)
|
|
(103
|
)
|
|
|
December 31,
|
|
$ Change
|
||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||
Net Income
|
|
$
|
762
|
|
|
$
|
1,147
|
|
|
$
|
551
|
|
|
$
|
(385
|
)
|
|
$
|
596
|
|
Depreciation and amortization
|
|
1,144
|
|
|
1,245
|
|
|
1,294
|
|
|
(101
|
)
|
|
(49
|
)
|
|||||
Impairment expenses
|
|
602
|
|
|
383
|
|
|
661
|
|
|
219
|
|
|
(278
|
)
|
|||||
Loss on the extinguishment of debt
|
|
186
|
|
|
261
|
|
|
229
|
|
|
(75
|
)
|
|
32
|
|
|||||
Other adjustments to net income
|
|
(123
|
)
|
|
(223
|
)
|
|
324
|
|
|
100
|
|
|
(547
|
)
|
|||||
Adjusted net income
|
|
$
|
2,571
|
|
|
$
|
2,813
|
|
|
$
|
3,059
|
|
|
$
|
(242
|
)
|
|
$
|
(246
|
)
|
Net change in operating assets and liabilities
(1)
|
|
$
|
(437
|
)
|
|
$
|
(1,022
|
)
|
|
$
|
(344
|
)
|
|
$
|
585
|
|
|
$
|
(678
|
)
|
Net cash provided by operating activities
(2)
|
|
$
|
2,134
|
|
|
$
|
1,791
|
|
|
$
|
2,715
|
|
|
$
|
343
|
|
|
$
|
(924
|
)
|
(1)
|
Refer to tables below for driver explanations by operating assets and liabilities.
|
(2)
|
Refer to below operating cash flow discussion by SBU for further information about the key drivers.
|
|
$ Change
|
||
Decrease in prepaid expenses and other current assets primarily at Eletropaulo, Gener and DPL
|
$
|
728
|
|
Decrease in accounts receivable primarily in the Dominican Republic, DPL and Puerto Rico, partially offset by increases at Mong Duong and Chivor
|
142
|
|
|
Increase in income tax payables, net and other tax payables primarily in Brazil and at Gener
|
142
|
|
|
Increase in accounts payable and other current liabilities primarily at Eletropaulo, Sul and Mong Duong, partially offset by decreases at Tietê and Gener
|
116
|
|
|
Increase in other assets primarily regulatory assets at Eletropaulo and Sul as well as service concession assets at Mong Duong
|
(582
|
)
|
|
Other operating assets and liabilities
|
39
|
|
|
|
$
|
585
|
|
|
December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Growth Investments
|
$
|
(1,401
|
)
|
|
$
|
(1,151
|
)
|
|
$
|
(250
|
)
|
|
22
|
%
|
Maintenance
|
(606
|
)
|
|
(645
|
)
|
|
39
|
|
|
-6
|
%
|
|||
Environmental
(2)
|
(301
|
)
|
|
(220
|
)
|
|
(81
|
)
|
|
37
|
%
|
|||
Total capital expenditures
|
$
|
(2,308
|
)
|
|
$
|
(2,016
|
)
|
|
$
|
(292
|
)
|
|
14
|
%
|
(2)
|
Includes both recoverable and non-recoverable environmental capital expenditures. See Non GAAP Proportional Free Cash Flow for more information.
|
|
December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Growth Investments
|
$
|
(1,151
|
)
|
|
$
|
(1,054
|
)
|
|
$
|
(97
|
)
|
|
9
|
%
|
Maintenance
|
(645
|
)
|
|
(751
|
)
|
|
106
|
|
|
-14
|
%
|
|||
Environmental
(2)
|
(220
|
)
|
|
(183
|
)
|
|
(37
|
)
|
|
20
|
%
|
|||
Total capital expenditures
|
$
|
(2,016
|
)
|
|
$
|
(1,988
|
)
|
|
$
|
(28
|
)
|
|
1
|
%
|
(2)
|
Includes both recoverable and non-recoverable environmental capital expenditures. See Non-GAAP Proportional Free Cash Flow for more information.
|
|
December 31,
|
|
$ Change
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||
Issuances and repayments of recourse debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate
—
Parent Company issuances
|
$
|
575
|
|
|
$
|
1,525
|
|
|
$
|
750
|
|
|
$
|
(950
|
)
|
|
$
|
775
|
|
Corporate
—
Parent Company repayments
|
(915
|
)
|
|
(2,117
|
)
|
|
(1,210
|
)
|
|
1,202
|
|
|
(907
|
)
|
|||||
Net repayments of recourse debt
|
$
|
(340
|
)
|
|
$
|
(592
|
)
|
|
$
|
(460
|
)
|
|
$
|
252
|
|
|
$
|
(132
|
)
|
Issuances and repayments of non-recourse debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
US
—
IPALCO issuances
|
$
|
847
|
|
|
$
|
130
|
|
|
$
|
170
|
|
|
$
|
717
|
|
|
$
|
(40
|
)
|
US
—
IPALCO repayments
|
(602
|
)
|
|
—
|
|
|
(110
|
)
|
|
(602
|
)
|
|
110
|
|
|||||
US
—
DPL issuances
|
325
|
|
|
200
|
|
|
645
|
|
|
125
|
|
|
(445
|
)
|
|||||
US
—
DPL repayments
|
(475
|
)
|
|
(364
|
)
|
|
(948
|
)
|
|
(111
|
)
|
|
584
|
|
|||||
US
—
Generation Holdings, Shady Point, Warrior Run and Hawaii issuances
|
—
|
|
|
337
|
|
|
86
|
|
|
(337
|
)
|
|
251
|
|
|||||
US
—
Hawaii, Southland, Warrior Run, Shady Point repayments
|
(33
|
)
|
|
(417
|
)
|
|
(190
|
)
|
|
384
|
|
|
(227
|
)
|
|||||
Other business drivers
|
(11
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|
1
|
|
|
1
|
|
|||||
US SBU net subtotal
|
51
|
|
|
(126
|
)
|
|
(360
|
)
|
|
177
|
|
|
234
|
|
|||||
Andes
—
Gener issuances
|
1,131
|
|
|
1,934
|
|
|
707
|
|
|
(803
|
)
|
|
1,227
|
|
|||||
Andes
—
Gener repayments
|
(423
|
)
|
|
(1,714
|
)
|
|
(67
|
)
|
|
1,291
|
|
|
(1,647
|
)
|
|||||
Andes
—
Chivor repayments
|
—
|
|
|
(165
|
)
|
|
—
|
|
|
165
|
|
|
(165
|
)
|
|||||
Other business drivers
|
22
|
|
|
5
|
|
|
(21
|
)
|
|
17
|
|
|
26
|
|
|||||
Andes SBU net subtotal
|
730
|
|
|
60
|
|
|
619
|
|
|
670
|
|
|
(559
|
)
|
|||||
Brazil
—
Sul issuances
|
513
|
|
|
185
|
|
|
153
|
|
|
328
|
|
|
32
|
|
|||||
Brazil
—
Sul repayments
|
(486
|
)
|
|
(58
|
)
|
|
(44
|
)
|
|
(428
|
)
|
|
(14
|
)
|
|||||
Brazil
—
Eletropaulo issuances
|
354
|
|
|
253
|
|
|
8
|
|
|
101
|
|
|
245
|
|
|||||
Brazil
—
Eletropaulo repayments
|
(211
|
)
|
|
(110
|
)
|
|
(26
|
)
|
|
(101
|
)
|
|
(84
|
)
|
|||||
Brazil
—
Tietê issuances
|
153
|
|
|
318
|
|
|
496
|
|
|
(165
|
)
|
|
(178
|
)
|
|||||
Brazil
—
Tietê repayments
|
(226
|
)
|
|
(132
|
)
|
|
(396
|
)
|
|
(94
|
)
|
|
264
|
|
|||||
Other business drivers
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||||
Brazil SBU net subtotal
|
96
|
|
|
456
|
|
|
191
|
|
|
(360
|
)
|
|
265
|
|
|||||
MCAC
—
Panama issuances
|
300
|
|
|
137
|
|
|
—
|
|
|
163
|
|
|
137
|
|
|||||
MCAC
—
Panama repayments
|
(287
|
)
|
|
(35
|
)
|
|
—
|
|
|
(252
|
)
|
|
(35
|
)
|
|||||
MCAC — Andres Issuances
|
180
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|
—
|
|
|||||
MCAC — Andres Repayments
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|||||
MCAC — Changuinola and Caess - EEO issuances
|
—
|
|
|
—
|
|
|
730
|
|
|
—
|
|
|
(730
|
)
|
|||||
MCAC — Changuinola and Caess - EEO repayments
|
(10
|
)
|
|
(10
|
)
|
|
(713
|
)
|
|
—
|
|
|
703
|
|
|||||
Other business drivers
|
(35
|
)
|
|
(26
|
)
|
|
(99
|
)
|
|
(9
|
)
|
|
73
|
|
|||||
MCAC SBU net subtotal
|
(28
|
)
|
|
66
|
|
|
(82
|
)
|
|
(94
|
)
|
|
148
|
|
|||||
Asia — Mong Duong issuances
|
203
|
|
|
363
|
|
|
472
|
|
|
(160
|
)
|
|
(109
|
)
|
|||||
Asia — Masinloc issuances
|
31
|
|
|
26
|
|
|
500
|
|
|
5
|
|
|
(474
|
)
|
|||||
Asia — Masinloc repayments
|
(32
|
)
|
|
(31
|
)
|
|
(560
|
)
|
|
(1
|
)
|
|
529
|
|
|||||
Other business drivers
|
(21
|
)
|
|
1
|
|
|
(3
|
)
|
|
(22
|
)
|
|
4
|
|
|||||
Asia SBU net subtotal
|
181
|
|
|
359
|
|
|
409
|
|
|
(178
|
)
|
|
(50
|
)
|
|||||
Europe
—
UK Wind issuances
|
—
|
|
|
132
|
|
|
18
|
|
|
(132
|
)
|
|
114
|
|
|||||
Europe —UK Wind repayments
|
—
|
|
|
(139
|
)
|
|
(26
|
)
|
|
139
|
|
|
(113
|
)
|
|||||
Europe
—
Maritza repayments
|
(62
|
)
|
|
(65
|
)
|
|
(57
|
)
|
|
3
|
|
|
(8
|
)
|
|||||
Europe
—
Jordan Levant issuances
|
—
|
|
|
—
|
|
|
180
|
|
|
—
|
|
|
(180
|
)
|
|||||
Other business drivers
|
(35
|
)
|
|
(45
|
)
|
|
(5
|
)
|
|
10
|
|
|
(40
|
)
|
|||||
Europe SBU net subtotal
|
(97
|
)
|
|
(117
|
)
|
|
110
|
|
|
20
|
|
|
(227
|
)
|
|||||
Corporate SBU net subtotal
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||
Net issuances of non-recourse debt
|
$
|
936
|
|
|
$
|
698
|
|
|
$
|
887
|
|
|
$
|
238
|
|
|
$
|
(189
|
)
|
Proceeds from the sale of redeemable stock of subsidiaries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate and US
—
IPALCO
|
$
|
461
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
461
|
|
|
$
|
—
|
|
Total proceeds from the sale of redeemable stock of subsidiaries
|
$
|
461
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
461
|
|
|
$
|
—
|
|
Dividends paid on The AES Corporation common stock
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate
—
Parent Company
|
$
|
(276
|
)
|
|
$
|
(144
|
)
|
|
$
|
(119
|
)
|
|
$
|
(132
|
)
|
|
$
|
(25
|
)
|
Total dividends paid on The AES Corporation common stock
|
$
|
(276
|
)
|
|
$
|
(144
|
)
|
|
$
|
(119
|
)
|
|
$
|
(132
|
)
|
|
$
|
(25
|
)
|
Payments for financed capital expenditures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Andes
—
Gener
|
$
|
(131
|
)
|
|
$
|
(178
|
)
|
|
$
|
(34
|
)
|
|
$
|
47
|
|
|
$
|
(144
|
)
|
Asia
—
Mong Duong
|
—
|
|
|
(310
|
)
|
|
(519
|
)
|
|
$
|
310
|
|
|
$
|
209
|
|
|||
Other business drivers
|
(19
|
)
|
|
(40
|
)
|
|
(38
|
)
|
|
$
|
21
|
|
|
$
|
(2
|
)
|
|||
Total payments for financed capital expenditures
|
$
|
(150
|
)
|
|
$
|
(528
|
)
|
|
$
|
(591
|
)
|
|
$
|
378
|
|
|
$
|
63
|
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate
—
Parent Company
|
$
|
(482
|
)
|
|
$
|
(308
|
)
|
|
$
|
(322
|
)
|
|
$
|
(174
|
)
|
|
$
|
14
|
|
Total purchase of treasury stock
|
$
|
(482
|
)
|
|
$
|
(308
|
)
|
|
$
|
(322
|
)
|
|
$
|
(174
|
)
|
|
$
|
14
|
|
Proceeds from sales to noncontrolling interest, net of transaction costs
|
|
|
|
|
|
|
|
|
|
||||||||||
Andes - Gener
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
145
|
|
|
$
|
(109
|
)
|
MCAC - Dominican Republic
|
18
|
|
|
83
|
|
|
—
|
|
|
(65
|
)
|
|
83
|
|
|||||
US - IPALCO
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|||||
Total proceeds from sales to noncontrolling interest, net of transaction costs
|
$
|
154
|
|
|
$
|
83
|
|
|
$
|
109
|
|
|
$
|
71
|
|
|
$
|
(26
|
)
|
Other cash uses for financing activities
|
$
|
(275
|
)
|
|
$
|
(471
|
)
|
|
$
|
(640
|
)
|
|
$
|
196
|
|
|
$
|
169
|
|
Net cash provided by (used in) financing activities
|
$
|
28
|
|
|
$
|
(1,262
|
)
|
|
$
|
(1,136
|
)
|
|
$
|
1,290
|
|
|
$
|
(126
|
)
|
Calculation of Proportional Free Cash Flow (in millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2015/2014 Change
|
|
2014/2013 Change
|
||||||||||
Net Cash Provided by Operating Activities
|
|
$
|
2,134
|
|
|
$
|
1,791
|
|
|
$
|
2,715
|
|
|
$
|
343
|
|
|
$
|
(924
|
)
|
Add: capital expenditures related to service concession assets
(1)
|
|
165
|
|
|
—
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|||||
Adjusted Operating Cash Flow
|
|
2,299
|
|
|
1,791
|
|
|
2,715
|
|
|
508
|
|
|
(924
|
)
|
|||||
Less: proportional adjustment factor on operating cash activities
(2) (3)
|
|
(558
|
)
|
|
(359
|
)
|
|
(834
|
)
|
|
(199
|
)
|
|
475
|
|
|||||
Proportional Adjusted Operating Cash Flow
|
|
1,741
|
|
|
1,432
|
|
|
1,881
|
|
|
309
|
|
|
(449
|
)
|
|||||
Less: proportional maintenance capital expenditures, net of reinsurance proceeds
(2)
|
|
(449
|
)
|
|
(485
|
)
|
|
(535
|
)
|
|
36
|
|
|
50
|
|
|||||
Less: proportional non-recoverable environmental capital expenditures
(2) (4)
|
|
(51
|
)
|
|
(56
|
)
|
|
(75
|
)
|
|
5
|
|
|
19
|
|
|||||
Proportional Free Cash Flow
|
|
$
|
1,241
|
|
|
$
|
891
|
|
|
$
|
1,271
|
|
|
$
|
350
|
|
|
$
|
(380
|
)
|
(1)
|
Service concession asset expenditures excluded from proportional free cash flow non-GAAP metric.
|
(2)
|
The proportional adjustment factor, proportional maintenance capital expenditures (net of reinsurance proceeds) and proportional non-recoverable environmental capital expenditures are calculated by multiplying the percentage owned by noncontrolling interests for each entity by its corresponding consolidated cash flow metric and are totaled to the resulting figures. For example, Parent Company A owns 20% of Subsidiary Company B, a consolidated subsidiary. Thus, Subsidiary Company B has an 80% noncontrolling interest. Assuming a consolidated net cash flow from operating activities of $100 from Subsidiary B, the proportional adjustment factor for Subsidiary B would equal $80 (or $100 x 80%). The Company calculates the proportional adjustment factor for each consolidated business in this manner and then sums these amounts to determine the total proportional adjustment factor used in the reconciliation. The proportional adjustment factor may differ from the proportion of income attributable to noncontrolling interests as a result of (a) non-cash items which impact income but not cash and (b) AES' ownership interest in the subsidiary where such items occur.
|
(3)
|
Includes proportional adjustment amount for service concession asset expenditures of
$84 million
for the
year ended
December 31, 2015
. The Company adopted service concession accounting effective January 1, 2015.
|
(4)
|
Excludes IPL's proportional recoverable environmental capital expenditures of
$205 million
,
$163 million
and
$110 million
for the years
December 31, 2015
,
2014
and
2013
, respectively.
|
|
Operating Cash Flow by SBU
|
|
Proportional Free Cash Flow by SBU
|
||||||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015/2014 Change
|
|
2014/2013 Change
|
|
2015
|
|
2014
|
|
2013
|
|
2015/2014 Change
|
|
2014/2013 Change
|
||||||||||||||||||||
US
|
$
|
845
|
|
|
$
|
830
|
|
|
$
|
924
|
|
|
$
|
15
|
|
|
$
|
(94
|
)
|
|
$
|
591
|
|
|
$
|
646
|
|
|
$
|
689
|
|
|
$
|
(55
|
)
|
|
$
|
(43
|
)
|
Andes
|
462
|
|
|
359
|
|
|
373
|
|
|
103
|
|
|
(14
|
)
|
|
224
|
|
|
176
|
|
|
188
|
|
|
48
|
|
|
(12
|
)
|
||||||||||
Brazil
|
136
|
|
|
316
|
|
|
866
|
|
|
(180
|
)
|
|
(550
|
)
|
|
(29
|
)
|
|
13
|
|
|
116
|
|
|
(42
|
)
|
|
(103
|
)
|
||||||||||
MCAC
|
705
|
|
|
370
|
|
|
550
|
|
|
335
|
|
|
(180
|
)
|
|
498
|
|
|
281
|
|
|
433
|
|
|
217
|
|
|
(152
|
)
|
||||||||||
Europe
|
339
|
|
|
292
|
|
|
486
|
|
|
47
|
|
|
(194
|
)
|
|
238
|
|
|
197
|
|
|
345
|
|
|
41
|
|
|
(148
|
)
|
||||||||||
Asia
|
15
|
|
|
105
|
|
|
111
|
|
|
(90
|
)
|
|
(6
|
)
|
|
87
|
|
|
82
|
|
|
101
|
|
|
5
|
|
|
(19
|
)
|
||||||||||
Corporate
|
(368
|
)
|
|
(481
|
)
|
|
(595
|
)
|
|
113
|
|
|
114
|
|
|
(368
|
)
|
|
(504
|
)
|
|
(601
|
)
|
|
136
|
|
|
97
|
|
||||||||||
Total SBUs
|
$
|
2,134
|
|
|
$
|
1,791
|
|
|
$
|
2,715
|
|
|
$
|
343
|
|
|
$
|
(924
|
)
|
|
$
|
1,241
|
|
|
$
|
891
|
|
|
$
|
1,271
|
|
|
$
|
350
|
|
|
$
|
(380
|
)
|
(1)
|
Operating cash flow and proportional free cash flow as presented above include the effect of intercompany transactions with other segments except for interest, tax sharing, charges for management fees and transfer pricing.
|
Calculation of Proportional Free Cash Flow (in millions)
|
2015
|
|
2014
|
|
2013
|
|
2015/2014 Change
|
|
2014/2013 Change
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
845
|
|
|
$
|
830
|
|
|
$
|
924
|
|
|
$
|
15
|
|
|
$
|
(94
|
)
|
Less: proportional adjustment factor on operating cash activities
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|||||
Proportional Adjusted Operating Cash Flow
|
797
|
|
|
830
|
|
|
924
|
|
|
(33
|
)
|
|
(94
|
)
|
|||||
Less: proportional maintenance capital expenditures, net of reinsurance proceeds
|
(199
|
)
|
|
(180
|
)
|
|
(231
|
)
|
|
(19
|
)
|
|
51
|
|
|||||
Less: proportional non-recoverable environmental capital expenditures
(1)
|
(7
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
—
|
|
|||||
Proportional Free Cash Flow
|
$
|
591
|
|
|
$
|
646
|
|
|
$
|
689
|
|
|
$
|
(55
|
)
|
|
$
|
(43
|
)
|
(1)
|
Excludes IPL's proportional recoverable environmental capital expenditures of
$205 million
,
$163 million
and
$110 million
for the years ended
December 31, 2015
, 2014 and 2013, respectively.
|
US SBU
|
|
Amount
|
||
While operating margin decreased at DPL, operating cash flow increased primarily due to the collection of previously deferred storm costs, a one-time payment in 2014 to terminate an unfavorable coal contract, higher collections and the timing of inventory payments
|
|
$
|
65
|
|
Decrease at U.S. Wind primarily due to a decrease in operating margin as well as the timing of collections
|
|
(38
|
)
|
|
Other business drivers
|
|
(12
|
)
|
|
Total
|
|
$
|
15
|
|
US SBU
|
|
Amount
|
||
Decrease at DPL primarily due to a decrease in operating margin, the timing of fuel payments as well as a one-time payment in the fourth quarter of 2014 to terminate an unfavorable coal contract, partially offset by a reduction in interest payments
|
|
$
|
(74
|
)
|
Decrease at Beaver Valley primarily due to one-time contract termination proceeds received in 2013
|
|
(54
|
)
|
|
Increase at Hawaii primarily due to an increase in operating margin
|
|
13
|
|
|
Increase at Southland primarily due to an increase in operating margin as well as the timing of collections
|
|
12
|
|
|
Other business drivers
|
|
9
|
|
|
Total
|
|
$
|
(94
|
)
|
Calculation of Proportional Free Cash Flow ($ in millions)
|
2015
|
|
2014
|
|
2013
|
|
2015/2014 Change
|
|
2014/2013 Change
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
462
|
|
|
$
|
359
|
|
|
$
|
373
|
|
|
$
|
103
|
|
|
$
|
(14
|
)
|
Less: proportional adjustment factor on operating cash activities
|
(145
|
)
|
|
(73
|
)
|
|
(78
|
)
|
|
(72
|
)
|
|
5
|
|
|||||
Proportional Adjusted Operating Cash Flow
|
317
|
|
|
286
|
|
|
295
|
|
|
31
|
|
|
(9
|
)
|
|||||
Less: proportional maintenance capital expenditures, net of reinsurance proceeds
|
(70
|
)
|
|
(63
|
)
|
|
(45
|
)
|
|
(7
|
)
|
|
(18
|
)
|
|||||
Less: proportional non-recoverable environmental capital expenditures
|
(23
|
)
|
|
(47
|
)
|
|
(62
|
)
|
|
24
|
|
|
15
|
|
|||||
Proportional Free Cash Flow
|
$
|
224
|
|
|
$
|
176
|
|
|
$
|
188
|
|
|
$
|
48
|
|
|
$
|
(12
|
)
|
Andes SBU
|
|
Amount
|
||
Increase at Gener primarily due to an increase in VAT refunds related to the construction of our Cochrane and Alto Maipo plants as well as an increase in operating margin, partially offset by a swap termination payment at Ventanas
|
|
$
|
178
|
|
Decrease at Chivor primarily due to an increase in tax payments, lower collections on contract sales and a decrease in operating margin, partially offset by a decrease in interest payments
|
|
(73
|
)
|
|
Other business drivers
|
|
(2
|
)
|
|
Total
|
|
$
|
103
|
|
Andes SBU
|
|
Amount
|
||
Decrease at Gener primarily due to higher payments for interest, higher payments for VAT at our Cochrane plant, a one-time swap termination payment as well as a reduction in operating margin, partially offset by a reduction in tax payments
|
|
$
|
(82
|
)
|
Decrease at Argentina Generation primarily due to an increase in interest and tax payments as well as the negative impact of exchange rates on collections, partially offset by an increase in operating margin
|
|
(27
|
)
|
|
Increase at Chivor primarily due to higher operating margin as well as a reduction in tax payments
|
|
95
|
|
|
Total
|
|
$
|
(14
|
)
|
Calculation of Proportional Free Cash Flow
|
2015
|
|
2014
|
|
2013
|
|
2015/2014 Change
|
|
2014/2013 Change
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
136
|
|
|
$
|
316
|
|
|
$
|
866
|
|
|
$
|
(180
|
)
|
|
$
|
(550
|
)
|
Less: proportional adjustment factor on operating cash activities
|
(102
|
)
|
|
(215
|
)
|
|
(643
|
)
|
|
113
|
|
|
428
|
|
|||||
Proportional Adjusted Operating Cash Flow
|
34
|
|
|
101
|
|
|
223
|
|
|
(67
|
)
|
|
(122
|
)
|
|||||
Less: proportional maintenance capital expenditures, net of reinsurance proceeds
|
(63
|
)
|
|
(88
|
)
|
|
(107
|
)
|
|
25
|
|
|
19
|
|
|||||
Less: proportional non-recoverable environmental capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proportional Free Cash Flow
|
$
|
(29
|
)
|
|
$
|
13
|
|
|
$
|
116
|
|
|
$
|
(42
|
)
|
|
$
|
(103
|
)
|
Brazil SBU
|
|
Amount
|
||
Decrease at Eletropaulo primarily due to the timing of collections, higher payments for interest and taxes as well as a decrease in operating margin, partially offset by the timing of payments for energy and regulatory charges as well as the favorable impact of exchange rates on cash payments
|
|
$
|
(90
|
)
|
Decrease at Tietê primarily due to the timing of energy purchases and higher interest payments, partially offset by lower income tax payments and an increase in operating margin
|
|
(62
|
)
|
|
Decrease at Sul primarily driven by a decrease in operating margin and an increase in interest payments, partially offset by the timing energy purchases and regulatory charges
|
|
(30
|
)
|
|
Other business drivers
|
|
2
|
|
|
Total
|
|
$
|
(180
|
)
|
Brazil SBU
|
|
Amount
|
||
Decrease at Eletropaulo primarily due to the timing of collections on regulatory assets and settlement of regulatory liabilities as well as higher interest and tax payments in 2014, partially offset by an increase in operating margin
|
|
$
|
(397
|
)
|
Decrease at Tietê primarily due to a decrease in operating margin, partially offset by the timing of payments for energy purchased in the spot market as well as lower tax payments
|
|
(133
|
)
|
|
Decrease at Sul primarily due to higher payments for taxes and interest, partially offset by an increase in operating margin
|
|
(44
|
)
|
|
Other business drivers
|
|
24
|
|
|
Total
|
|
$
|
(550
|
)
|
Calculation of Proportional Free Cash Flow
|
2015
|
|
2014
|
|
2013
|
|
2015/2014 Change
|
|
2014/2013 Change
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
705
|
|
|
$
|
370
|
|
|
$
|
550
|
|
|
$
|
335
|
|
|
$
|
(180
|
)
|
Less: proportional adjustment factor on operating cash activities
|
(143
|
)
|
|
(27
|
)
|
|
(44
|
)
|
|
(116
|
)
|
|
17
|
|
|||||
Proportional Adjusted Operating Cash Flow
|
562
|
|
|
343
|
|
|
506
|
|
|
219
|
|
|
(163
|
)
|
|||||
Less: proportional maintenance capital expenditures, net of reinsurance proceeds
|
(61
|
)
|
|
(60
|
)
|
|
(71
|
)
|
|
(1
|
)
|
|
11
|
|
|||||
Less: proportional non-recoverable environmental capital expenditures
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|||||
Proportional Free Cash Flow
|
$
|
498
|
|
|
$
|
281
|
|
|
$
|
433
|
|
|
$
|
217
|
|
|
$
|
(152
|
)
|
MCAC SBU
|
|
Amount
|
||
Increase in Panama primarily due to an increase in operating margin as well as higher collections on contract sales
|
|
$
|
137
|
|
Increase in the Dominican Republic primarily due to the timing of collections of outstanding accounts receivable and lower tax payments, partially offset by a decrease in operating margin
|
|
119
|
|
|
Increase in El Salvador primarily due to the timing of energy purchases as well as an increase in operating margin, excluding an unbilled revenue adjustment, which did not impact operating cash flow
|
|
45
|
|
|
Excluding the impact of the 2014 non-cash bad debt reversal, operating margin in Puerto Rico remained flat, however operating cash flow increased primarily due to the timing of collections from the off-taker
|
|
34
|
|
|
Total
|
|
$
|
335
|
|
MCAC SBU
|
|
Amount
|
||
Decrease in the Dominican Republic primarily due to a one-time settlement received in 2013 related to a fuel contract amendment as well as an increase in tax payments, partially offset by an increase in operating margin
|
|
$
|
(99
|
)
|
Decrease in Panama primarily due to the timing of energy purchases as well as a decrease in operating margin
|
|
(55
|
)
|
|
Decrease in El Salvador primarily due to a decrease in operating margin
|
|
(26
|
)
|
|
Total
|
|
$
|
(180
|
)
|
Calculation of Proportional Free Cash Flow
|
2015
|
|
2014
|
|
2013
|
|
2015/2014 Change
|
|
2014/2013 Change
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
339
|
|
|
$
|
292
|
|
|
$
|
486
|
|
|
$
|
47
|
|
|
$
|
(194
|
)
|
Less: proportional adjustment factor on operating cash activities
|
(32
|
)
|
|
(27
|
)
|
|
(66
|
)
|
|
(5
|
)
|
|
39
|
|
|||||
Proportional Adjusted Operating Cash Flow
|
307
|
|
|
265
|
|
|
420
|
|
|
42
|
|
|
(155
|
)
|
|||||
Less: proportional maintenance capital expenditures, net of reinsurance proceeds
|
(51
|
)
|
|
(65
|
)
|
|
(68
|
)
|
|
14
|
|
|
3
|
|
|||||
Less: proportional non-recoverable environmental capital expenditures
|
(18
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
(15
|
)
|
|
4
|
|
|||||
Proportional Free Cash Flow
|
$
|
238
|
|
|
$
|
197
|
|
|
$
|
345
|
|
|
$
|
41
|
|
|
$
|
(148
|
)
|
Europe SBU
|
|
Amount
|
||
While operating margin decreased at Maritza, operating cash flow increased primarily due to higher collections from the off-taker. (Refer to the Key Trends and Uncertainties discussion for further information regarding the collection of outstanding receivables)
|
|
$
|
69
|
|
Increase at IPP4 in Jordan primarily due to the commencement of operations in July 2014 as well as the timing of customer collections
|
|
38
|
|
|
Decrease in operating cash as a result of the sale of our Africa businesses and U.K. Wind (Operating Projects) in 2014
|
|
(52
|
)
|
|
Other business drivers
|
|
(8
|
)
|
|
Total
|
|
$
|
47
|
|
Europe SBU
|
|
Amount
|
||
Decrease in operating cash as a result of the sale of our businesses in Africa and the Ukraine as well as our U.K. Wind (Operating Projects)
|
|
$
|
(100
|
)
|
Decrease at Maritza primarily due to a decrease in operating margin as well as timing of collections from the off-taker
|
|
(58
|
)
|
|
Decrease at Kilroot primarily due to a decrease in operating margin as well as an increase in pension contributions
|
|
(45
|
)
|
|
Increase at Elsta in the Netherlands primarily driven by the timing of dividends received from our equity method investment
|
|
29
|
|
|
Other business drivers
|
|
(20
|
)
|
|
Total
|
|
$
|
(194
|
)
|
Calculation of Proportional Free Cash Flow
|
2015
|
|
2014
|
|
2013
|
|
2015/2014 Change
|
|
2014/2013 Change
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
15
|
|
|
$
|
105
|
|
|
$
|
111
|
|
|
$
|
(90
|
)
|
|
$
|
(6
|
)
|
Add: capital expenditures related to service concession assets
(1)
|
165
|
|
|
—
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|||||
Adjusted Operating Cash Flow
|
180
|
|
|
105
|
|
|
111
|
|
|
75
|
|
|
(6
|
)
|
|||||
Less: proportional adjustment factor on operating cash activities
(2)
|
(88
|
)
|
|
(17
|
)
|
|
(3
|
)
|
|
(71
|
)
|
|
(14
|
)
|
|||||
Proportional Adjusted Operating Cash Flow
|
92
|
|
|
88
|
|
|
108
|
|
|
4
|
|
|
(20
|
)
|
|||||
Less: proportional maintenance capital expenditures, net of reinsurance proceeds
|
(5
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|
1
|
|
|
1
|
|
|||||
Less: proportional non-recoverable environmental capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proportional Free Cash Flow
|
$
|
87
|
|
|
$
|
82
|
|
|
$
|
101
|
|
|
$
|
5
|
|
|
$
|
(19
|
)
|
(1)
|
Service concession asset expenditures excluded from proportional free cash flow non-GAAP metric.
|
(2)
|
Includes proportional adjustment amount for service concession asset expenditures of
$84 million
for the
year ended
December 31, 2015
. The Company adopted service concession accounting effective January 1, 2015.
|
Asia SBU
|
|
Amount
|
||
Decrease at Mong Duong in Vietnam primarily driven by payment for service concession assets, partially offset by an increase in operating cash due to commencement of operations in April 2015
|
|
$
|
(85
|
)
|
Other business drivers
|
|
(5
|
)
|
|
Total
|
|
$
|
(90
|
)
|
Asia SBU
|
|
Amount
|
||
Decrease at Kelanitissa primarily due to lower operating margin and collections as a result of the step-down in the contracted PPA price
|
|
$
|
(21
|
)
|
Increase at Masinloc primarily due to the timing of collections (despite the market operator's price adjustment) and payments for coal purchases as well as decreases in cash paid for interest and taxes, partially offset by a decrease in operating margin
|
|
16
|
|
|
Other business drivers
|
|
(1
|
)
|
|
Total
|
|
$
|
(6
|
)
|
Calculation of Proportional Free Cash Flow
|
2015
|
|
2014
|
|
2013
|
|
2015/2014 Change
|
|
2014/2013 Change
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
(368
|
)
|
|
$
|
(481
|
)
|
|
$
|
(595
|
)
|
|
$
|
113
|
|
|
$
|
114
|
|
Proportional Adjusted Operating Cash Flow
|
(368
|
)
|
|
(481
|
)
|
|
(595
|
)
|
|
113
|
|
|
114
|
|
|||||
Less: proportional maintenance capital expenditures, net of reinsurance proceeds
|
—
|
|
|
(23
|
)
|
|
(6
|
)
|
|
23
|
|
|
(17
|
)
|
|||||
Proportional Free Cash Flow
|
$
|
(368
|
)
|
|
$
|
(504
|
)
|
|
$
|
(601
|
)
|
|
$
|
136
|
|
|
$
|
97
|
|
Corporate
|
|
Amount
|
||
Increase primarily at the Parent Company driven by lower interest payments, prior year swap termination payments upon refinance of debt, a reduction in incentive payments and the collection of realized gains resulting from the Company's corporate hedging program
|
|
$
|
113
|
|
Total
|
|
$
|
113
|
|
Corporate
|
|
Amount
|
||
Increase primarily at the Parent Company driven by lower interest payments
|
|
$
|
114
|
|
Total
|
|
$
|
114
|
|
Parent Company Liquidity (in millions)
|
|
2015
|
|
2014
|
||||
Consolidated cash and cash equivalents
|
|
$
|
1,262
|
|
|
$
|
1,539
|
|
Less: Cash and cash equivalents at subsidiaries
|
|
862
|
|
|
1,032
|
|
||
Parent and qualified holding companies' cash and cash equivalents
|
|
400
|
|
|
507
|
|
||
Commitments under Parent credit facility
|
|
800
|
|
|
800
|
|
||
Less: Letters of credit under the credit facilities
|
|
(62
|
)
|
|
(61
|
)
|
||
Borrowings available under Parent credit facilities
|
|
738
|
|
|
739
|
|
||
Total Parent Company Liquidity
|
|
$
|
1,138
|
|
|
$
|
1,246
|
|
•
|
reducing our cash flows as the subsidiary will typically be prohibited from distributing cash to the Parent Company during the time period of any default;
|
•
|
triggering our obligation to make payments under any financial guarantee, letter of credit or other credit support we have provided to or on behalf of such subsidiary;
|
•
|
causing us to record a loss in the event the lender forecloses on the assets; and
|
•
|
triggering defaults in our outstanding debt at the Parent Company.
|
Contractual Obligations
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|
Other
|
|
Footnote Reference
(5)
|
|||||||||||||
Debt Obligations
(1)
|
$
|
20,807
|
|
|
$
|
2,529
|
|
|
$
|
2,562
|
|
|
$
|
3,624
|
|
|
$
|
12,092
|
|
|
$
|
—
|
|
|
12
|
|
Interest Payments on Long-Term Debt
(2)
|
7,897
|
|
|
1,233
|
|
|
2,131
|
|
|
1,552
|
|
|
2,981
|
|
|
—
|
|
|
n/a
|
|
||||||
Capital Lease Obligations
(3)
|
147
|
|
|
14
|
|
|
23
|
|
|
20
|
|
|
90
|
|
|
—
|
|
|
13
|
|
||||||
Operating Lease Obligations
(3)
|
1,291
|
|
|
77
|
|
|
157
|
|
|
159
|
|
|
898
|
|
|
—
|
|
|
13
|
|
||||||
Electricity Obligations
(3)
|
37,594
|
|
|
2,623
|
|
|
5,078
|
|
|
5,717
|
|
|
24,176
|
|
|
—
|
|
|
13
|
|
||||||
Fuel Obligations
(3)
|
5,253
|
|
|
1,120
|
|
|
1,367
|
|
|
625
|
|
|
2,141
|
|
|
—
|
|
|
13
|
|
||||||
Other Purchase Obligations
(3)
|
9,383
|
|
|
1,332
|
|
|
2,128
|
|
|
1,528
|
|
|
4,395
|
|
|
—
|
|
|
13
|
|
||||||
Other Long-Term Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Reflected on AES' Consolidated Balance Sheet under GAAP
(4)
|
696
|
|
|
—
|
|
|
220
|
|
|
35
|
|
|
406
|
|
|
35
|
|
|
n/a
|
|
||||||
Total
|
$
|
83,068
|
|
|
$
|
8,928
|
|
|
$
|
13,666
|
|
|
$
|
13,260
|
|
|
$
|
47,179
|
|
|
$
|
35
|
|
|
|
(1)
|
Includes recourse and non-recourse debt presented on the Consolidated Balance Sheet. See Note
12
—
Debt
to the Consolidated Financial Statements included in Item 8—
Financial Statements and Supplementary Data
of this Form 10-K which provides additional disclosure regarding these obligations. These amounts exclude capital lease obligations which are included in the capital lease category, see
(3)
below.
|
(2)
|
Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31,
2015
and do not reflect anticipated future refinancing, early redemptions or new debt issuances. Variable rate interest obligations are estimated based on rates as of December 31,
2015
.
|
(3)
|
See Note
13
—
Commitments
to the Consolidated Financial Statements included in Item 8 of this Form 10-K for further information.
|
(4)
|
These amounts do not include current liabilities on the Consolidated Balance Sheet except for the current portion of uncertain tax obligations. Noncurrent uncertain tax obligations are reflected in the "Other" column of the table above as the Company is not able to reasonably estimate the timing of the future payments. In addition, the amounts do not include: (1) regulatory liabilities (See Note
11
—
Regulatory Assets and Liabilities
), (2) contingencies (See Note
14
—
Contingencies
), (3) pension and other post retirement employee benefit liabilities (see Note
15
—
Benefit Plans
) or (4) any taxes (See Note
22
—
Income Taxes
) except for uncertain tax obligations, as the Company is not able to reasonably estimate the timing of future payments. See the indicated notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information on the items excluded. Derivatives (See Note
6
—
Derivative Instruments and Hedging Activities
) and incentive compensation are excluded as the Company is not able to reasonably estimate the timing or amount of the future payments.
|
(5)
|
For further information see the note referenced below in Item 8.—
Financial Statements and Supplementary Data
of this Form 10-K.
|
Contingent contractual obligations ($ in millions)
|
|
Amount
|
|
Number of Agreements
|
|
Maximum Exposure Range for Each Agreement
|
||
Guarantees and commitments
|
|
$
|
369
|
|
|
14
|
|
$1 - 53
|
Asset sale related indemnities
(1)
|
|
27
|
|
|
1
|
|
27
|
|
Cash collateralized letters of credit
|
|
32
|
|
|
4
|
|
$1 - 15
|
|
Letters of credit under the senior secured credit facility
|
|
62
|
|
|
7
|
|
<$1 - 29
|
|
Total
|
|
$
|
490
|
|
|
26
|
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
2015
|
|
2014
|
||||
|
(in millions, except share and per share data)
|
||||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,262
|
|
|
$
|
1,539
|
|
Restricted cash
|
295
|
|
|
283
|
|
||
Short-term investments
|
484
|
|
|
709
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $95 and $96, respectively
|
2,473
|
|
|
2,709
|
|
||
Inventory
|
675
|
|
|
702
|
|
||
Deferred income taxes
|
—
|
|
|
275
|
|
||
Prepaid expenses
|
108
|
|
|
175
|
|
||
Other current assets
|
1,473
|
|
|
1,434
|
|
||
Assets of held-for-sale businesses
|
96
|
|
|
—
|
|
||
Total current assets
|
6,866
|
|
|
7,826
|
|
||
NONCURRENT ASSETS
|
|
|
|
||||
Property, Plant and Equipment:
|
|
|
|
||||
Land
|
711
|
|
|
870
|
|
||
Electric generation, distribution assets and other
|
28,491
|
|
|
30,459
|
|
||
Accumulated depreciation
|
(9,449
|
)
|
|
(9,962
|
)
|
||
Construction in progress
|
3,063
|
|
|
3,784
|
|
||
Property, plant and equipment, net
|
22,816
|
|
|
25,151
|
|
||
Other Assets:
|
|
|
|
||||
Investments in and advances to affiliates
|
610
|
|
|
537
|
|
||
Debt service reserves and other deposits
|
565
|
|
|
411
|
|
||
Goodwill
|
1,157
|
|
|
1,458
|
|
||
Other intangible assets, net of accumulated amortization of $97 and $158, respectively
|
214
|
|
|
281
|
|
||
Deferred income taxes
|
543
|
|
|
662
|
|
||
Service concession assets, net of accumulated amortization of $34
|
1,543
|
|
|
—
|
|
||
Other noncurrent assets
|
2,536
|
|
|
2,640
|
|
||
Total other assets
|
7,168
|
|
|
5,989
|
|
||
TOTAL ASSETS
|
$
|
36,850
|
|
|
$
|
38,966
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
1,721
|
|
|
$
|
2,278
|
|
Accrued interest
|
251
|
|
|
260
|
|
||
Accrued and other liabilities
|
2,436
|
|
|
2,326
|
|
||
Recourse debt
|
—
|
|
|
151
|
|
||
Non-recourse debt, including $163 and $240, respectively, related to variable interest entities
|
2,529
|
|
|
1,982
|
|
||
Liabilities of held-for-sale businesses
|
13
|
|
|
—
|
|
||
Total current liabilities
|
6,950
|
|
|
6,997
|
|
||
NONCURRENT LIABILITIES
|
|
|
|
||||
Recourse debt
|
5,015
|
|
|
5,107
|
|
||
Non-recourse debt, including $760 and $1,030, respectively, related to variable interest entities
|
13,263
|
|
|
13,618
|
|
||
Deferred income taxes
|
1,090
|
|
|
1,277
|
|
||
Pension and other post-retirement liabilities
|
927
|
|
|
1,342
|
|
||
Other noncurrent liabilities
|
2,896
|
|
|
3,222
|
|
||
Total noncurrent liabilities
|
23,191
|
|
|
24,566
|
|
||
Commitments and Contingencies (see Notes 13 and 14)
|
|
|
|
||||
Redeemable stock of subsidiaries
|
538
|
|
|
78
|
|
||
EQUITY
|
|
|
|
||||
THE AES CORPORATION STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Common stock ($0.01 par value, 1,200,000,000 shares authorized; 815,846,621 issued and 666,808,790 outstanding at December 31, 2015 and 814,539,146 issued and 703,851,297 outstanding at December 31, 2014)
|
8
|
|
|
8
|
|
||
Additional paid-in capital
|
8,718
|
|
|
8,409
|
|
||
Retained earnings
|
143
|
|
|
512
|
|
||
Accumulated other comprehensive loss
|
(3,883
|
)
|
|
(3,286
|
)
|
||
Treasury stock, at cost (149,037,831 shares at December 31, 2015 and 110,687,849 shares at December 31, 2014)
|
(1,837
|
)
|
|
(1,371
|
)
|
||
Total AES Corporation stockholders’ equity
|
3,149
|
|
|
4,272
|
|
||
NONCONTROLLING INTERESTS
|
3,022
|
|
|
3,053
|
|
||
Total equity
|
6,171
|
|
|
7,325
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
36,850
|
|
|
$
|
38,966
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Regulated
|
$
|
7,660
|
|
|
$
|
8,874
|
|
|
$
|
8,056
|
|
Non-regulated
|
7,303
|
|
|
8,272
|
|
|
7,835
|
|
|||
Total revenue
|
14,963
|
|
|
17,146
|
|
|
15,891
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
Regulated
|
(6,564
|
)
|
|
(7,530
|
)
|
|
(6,837
|
)
|
|||
Non-regulated
|
(5,533
|
)
|
|
(6,528
|
)
|
|
(5,807
|
)
|
|||
Total cost of sales
|
(12,097
|
)
|
|
(14,058
|
)
|
|
(12,644
|
)
|
|||
Operating margin
|
2,866
|
|
|
3,088
|
|
|
3,247
|
|
|||
General and administrative expenses
|
(196
|
)
|
|
(187
|
)
|
|
(220
|
)
|
|||
Interest expense
|
(1,436
|
)
|
|
(1,471
|
)
|
|
(1,482
|
)
|
|||
Interest income
|
524
|
|
|
365
|
|
|
275
|
|
|||
Loss on extinguishment of debt
|
(186
|
)
|
|
(261
|
)
|
|
(229
|
)
|
|||
Other expense
|
(65
|
)
|
|
(68
|
)
|
|
(76
|
)
|
|||
Other income
|
83
|
|
|
124
|
|
|
125
|
|
|||
Gain on sale of businesses
|
29
|
|
|
358
|
|
|
26
|
|
|||
Goodwill impairment expense
|
(317
|
)
|
|
(164
|
)
|
|
(372
|
)
|
|||
Asset impairment expense
|
(285
|
)
|
|
(91
|
)
|
|
(95
|
)
|
|||
Foreign currency transaction gains (losses)
|
105
|
|
|
11
|
|
|
(22
|
)
|
|||
Other non-operating expense
|
—
|
|
|
(128
|
)
|
|
(129
|
)
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE TAXES AND EQUITY IN EARNINGS OF AFFILIATES
|
1,122
|
|
|
1,576
|
|
|
1,048
|
|
|||
Income tax expense
|
(465
|
)
|
|
(419
|
)
|
|
(343
|
)
|
|||
Net equity in earnings of affiliates
|
105
|
|
|
19
|
|
|
25
|
|
|||
INCOME FROM CONTINUING OPERATIONS
|
762
|
|
|
1,176
|
|
|
730
|
|
|||
Income (loss) from operations of discontinued businesses, net of income tax expense of $0, $23, and $24, respectively
|
—
|
|
|
27
|
|
|
(27
|
)
|
|||
Net loss from disposal and impairments of discontinued operations, net of income tax expense (benefit) of $0, $4, and $(15), respectively
|
—
|
|
|
(56
|
)
|
|
(152
|
)
|
|||
NET INCOME
|
762
|
|
|
1,147
|
|
|
551
|
|
|||
Noncontrolling interests:
|
|
|
|
|
|
||||||
Less: (Income) from continuing operations attributable to noncontrolling interests
|
(456
|
)
|
|
(387
|
)
|
|
(446
|
)
|
|||
Plus: Loss from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
9
|
|
|
9
|
|
|||
Total net income attributable to noncontrolling interests
|
(456
|
)
|
|
(378
|
)
|
|
(437
|
)
|
|||
NET INCOME ATTRIBUTABLE TO THE AES CORPORATION
|
$
|
306
|
|
|
$
|
769
|
|
|
$
|
114
|
|
AMOUNTS ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS:
|
|
|
|
|
|
||||||
Income from continuing operations, net of tax
|
$
|
306
|
|
|
$
|
789
|
|
|
$
|
284
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
(20
|
)
|
|
(170
|
)
|
|||
Net income
|
$
|
306
|
|
|
$
|
769
|
|
|
$
|
114
|
|
BASIC EARNINGS PER SHARE:
|
|
|
|
|
|
||||||
Income from continuing operations attributable to The AES Corporation common stockholders, net of tax
|
$
|
0.45
|
|
|
$
|
1.10
|
|
|
$
|
0.38
|
|
Loss from discontinued operations attributable to The AES Corporation common stockholders, net of tax
|
—
|
|
|
(0.03
|
)
|
|
(0.23
|
)
|
|||
NET INCOME ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS
|
$
|
0.45
|
|
|
$
|
1.07
|
|
|
$
|
0.15
|
|
DILUTED EARNINGS PER SHARE:
|
|
|
|
|
|
||||||
Income from continuing operations attributable to The AES Corporation common stockholders, net of tax
|
$
|
0.44
|
|
|
$
|
1.09
|
|
|
$
|
0.38
|
|
Loss from discontinued operations attributable to The AES Corporation common stockholders, net of tax
|
—
|
|
|
(0.03
|
)
|
|
(0.23
|
)
|
|||
NET INCOME ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS
|
$
|
0.44
|
|
|
$
|
1.06
|
|
|
$
|
0.15
|
|
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.41
|
|
|
$
|
0.25
|
|
|
$
|
0.17
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
NET INCOME
|
$
|
762
|
|
|
$
|
1,147
|
|
|
$
|
551
|
|
Foreign currency translation activity:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of income tax benefit (expense) of $1, $(7), and $10, respectively
|
(1,019
|
)
|
|
(491
|
)
|
|
(375
|
)
|
|||
Reclassification to earnings, net of $0 income tax for all periods
|
—
|
|
|
(3
|
)
|
|
41
|
|
|||
Total foreign currency translation adjustments
|
(1,019
|
)
|
|
(494
|
)
|
|
(334
|
)
|
|||
Derivative activity:
|
|
|
|
|
|
||||||
Change in derivative fair value, net of income tax benefit (expense) of $16, $72 and $(31), respectively
|
(57
|
)
|
|
(358
|
)
|
|
108
|
|
|||
Reclassification to earnings, net of income tax (expense) of $(11), $(26) and $(41), respectively
|
66
|
|
|
99
|
|
|
139
|
|
|||
Total change in fair value of derivatives
|
9
|
|
|
(259
|
)
|
|
247
|
|
|||
Pension activity:
|
|
|
|
|
|
||||||
Change in pension adjustments due to prior service cost, net of $0 income tax for all periods
|
1
|
|
|
—
|
|
|
—
|
|
|||
Change in pension adjustments due to net actuarial gain (loss) for the period, net of income tax (expense) benefit of $(29), $27, and $(198), respectively
|
60
|
|
|
(49
|
)
|
|
379
|
|
|||
Reclassification to earnings due to amortization of net actuarial loss, net of income tax (expense) of $(9), $(7), and $(26), respectively
|
16
|
|
|
29
|
|
|
52
|
|
|||
Total pension adjustments
|
77
|
|
|
(20
|
)
|
|
431
|
|
|||
OTHER COMPREHENSIVE (LOSS) INCOME
|
(933
|
)
|
|
(773
|
)
|
|
344
|
|
|||
COMPREHENSIVE (LOSS) INCOME
|
(171
|
)
|
|
374
|
|
|
895
|
|
|||
Less: Comprehensive (income) attributable to noncontrolling interests
|
(133
|
)
|
|
(49
|
)
|
|
(743
|
)
|
|||
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE AES CORPORATION
|
$
|
(304
|
)
|
|
$
|
325
|
|
|
$
|
152
|
|
|
THE AES CORPORATION STOCKHOLDERS
|
|
|
||||||||||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
||||||||||||||||||
(in millions)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at January 1, 2013
|
810.7
|
|
|
$
|
8
|
|
|
66.4
|
|
|
$
|
(780
|
)
|
|
$
|
8,525
|
|
|
$
|
(264
|
)
|
|
$
|
(2,920
|
)
|
|
$
|
2,945
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
437
|
|
||||||
Total foreign currency translation adjustment, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(227
|
)
|
|
(107
|
)
|
||||||
Total change in derivative fair value, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
73
|
|
||||||
Total pension adjustments, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
340
|
|
||||||
Total other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
|
|
|
306
|
|
||||||
Disposition of businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(553
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
25.3
|
|
|
(322
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance and exercise of stock-based compensation benefit plans, net of income tax
|
2.6
|
|
|
—
|
|
|
(0.9
|
)
|
|
13
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sale of subsidiary shares to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
91
|
|
||||||
Acquisition of subsidiary shares from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Balance at December 31, 2013
|
813.3
|
|
|
$
|
8
|
|
|
90.8
|
|
|
$
|
(1,089
|
)
|
|
$
|
8,443
|
|
|
$
|
(150
|
)
|
|
$
|
(2,882
|
)
|
|
$
|
3,321
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
769
|
|
|
—
|
|
|
378
|
|
||||||
Total foreign currency translation adjustment, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(332
|
)
|
|
(162
|
)
|
||||||
Total change in derivative fair value, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(108
|
)
|
|
(151
|
)
|
||||||
Total pension adjustments, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(16
|
)
|
||||||
Total other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(444
|
)
|
|
(329
|
)
|
||||||
Balance Sheet reclassification related to an equity method investment
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||||||
Disposition of businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(466
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147
|
|
||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
21.9
|
|
|
(308
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance and exercise of stock-based compensation benefit plans, net of income tax
|
1.2
|
|
|
—
|
|
|
(2.0
|
)
|
|
26
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sale of subsidiary shares to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
173
|
|
||||||
Acquisition of subsidiary shares from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||||
Balance at December 31, 2014
|
814.5
|
|
|
$
|
8
|
|
|
110.7
|
|
|
$
|
(1,371
|
)
|
|
$
|
8,409
|
|
|
$
|
512
|
|
|
$
|
(3,286
|
)
|
|
$
|
3,053
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
306
|
|
|
—
|
|
|
456
|
|
||||||
Total foreign currency translation adjustment, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(674
|
)
|
|
(345
|
)
|
||||||
Total change in derivative fair value, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
(34
|
)
|
||||||
Total pension adjustments, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
56
|
|
||||||
Total other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(610
|
)
|
|
(323
|
)
|
||||||
Cumulative effect of a change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
13
|
|
|
—
|
|
||||||
Acquisition of business
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
Disposition of businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
(383
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
39.7
|
|
|
(482
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance and exercise of stock-based compensation benefit plans, net of income tax
|
1.3
|
|
|
—
|
|
|
(1.4
|
)
|
|
16
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sale of subsidiary shares to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
323
|
|
|
(377
|
)
|
|
—
|
|
|
119
|
|
||||||
Balance at December 31, 2015
|
815.8
|
|
|
$
|
8
|
|
|
149.0
|
|
|
$
|
(1,837
|
)
|
|
$
|
8,718
|
|
|
$
|
143
|
|
|
$
|
(3,883
|
)
|
|
$
|
3,022
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
762
|
|
|
$
|
1,147
|
|
|
$
|
551
|
|
Adjustments to net income:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,144
|
|
|
1,245
|
|
|
1,294
|
|
|||
Gain on sale of businesses
|
(29
|
)
|
|
(358
|
)
|
|
(26
|
)
|
|||
Impairment expenses
|
602
|
|
|
383
|
|
|
661
|
|
|||
Deferred income taxes
|
(50
|
)
|
|
47
|
|
|
(158
|
)
|
|||
(Reversals of) provisions for contingencies
|
(72
|
)
|
|
(34
|
)
|
|
312
|
|
|||
Loss on extinguishment of debt
|
186
|
|
|
261
|
|
|
229
|
|
|||
Loss on disposals and impairments - discontinued operations
|
—
|
|
|
50
|
|
|
163
|
|
|||
Other
|
28
|
|
|
72
|
|
|
33
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(378
|
)
|
|
(520
|
)
|
|
146
|
|
|||
(Increase) decrease in inventory
|
(26
|
)
|
|
(48
|
)
|
|
16
|
|
|||
(Increase) decrease in prepaid expenses and other current assets
|
655
|
|
|
(73
|
)
|
|
358
|
|
|||
(Increase) decrease in other assets
|
(1,305
|
)
|
|
(723
|
)
|
|
(103
|
)
|
|||
Increase (decrease) in accounts payable and other current liabilities
|
31
|
|
|
(85
|
)
|
|
(758
|
)
|
|||
Increase (decrease) in income tax payables, net and other tax payables
|
53
|
|
|
(89
|
)
|
|
95
|
|
|||
Increase (decrease) in other liabilities
|
533
|
|
|
516
|
|
|
(98
|
)
|
|||
Net cash provided by operating activities
|
2,134
|
|
|
1,791
|
|
|
2,715
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(2,308
|
)
|
|
(2,016
|
)
|
|
(1,988
|
)
|
|||
Acquisitions, net of cash acquired
|
(17
|
)
|
|
(728
|
)
|
|
(7
|
)
|
|||
Proceeds from the sale of businesses, net of cash sold
|
138
|
|
|
1,807
|
|
|
170
|
|
|||
Sale of short-term investments
|
4,851
|
|
|
4,503
|
|
|
4,361
|
|
|||
Purchase of short-term investments
|
(4,801
|
)
|
|
(4,623
|
)
|
|
(4,443
|
)
|
|||
(Increase) decrease in restricted cash, debt service reserves and other assets
|
(159
|
)
|
|
419
|
|
|
44
|
|
|||
Other investing
|
(70
|
)
|
|
(18
|
)
|
|
89
|
|
|||
Net cash used in investing activities
|
(2,366
|
)
|
|
(656
|
)
|
|
(1,774
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Borrowings under revolving credit facilities
|
959
|
|
|
836
|
|
|
1,139
|
|
|||
Repayments under revolving credit facilities
|
(937
|
)
|
|
(834
|
)
|
|
(1,161
|
)
|
|||
Issuance of recourse debt
|
575
|
|
|
1,525
|
|
|
750
|
|
|||
Repayments of recourse debt
|
(915
|
)
|
|
(2,117
|
)
|
|
(1,210
|
)
|
|||
Issuance of non-recourse debt
|
4,248
|
|
|
4,179
|
|
|
4,277
|
|
|||
Repayments of non-recourse debt
|
(3,312
|
)
|
|
(3,481
|
)
|
|
(3,390
|
)
|
|||
Payments for financing fees
|
(90
|
)
|
|
(158
|
)
|
|
(176
|
)
|
|||
Distributions to noncontrolling interests
|
(326
|
)
|
|
(485
|
)
|
|
(557
|
)
|
|||
Contributions from noncontrolling interests
|
126
|
|
|
143
|
|
|
101
|
|
|||
Proceeds from the sale of redeemable stock of subsidiaries
|
461
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid on AES common stock
|
(276
|
)
|
|
(144
|
)
|
|
(119
|
)
|
|||
Payments for financed capital expenditures
|
(150
|
)
|
|
(528
|
)
|
|
(591
|
)
|
|||
Purchase of treasury stock
|
(482
|
)
|
|
(308
|
)
|
|
(322
|
)
|
|||
Proceeds from sales to noncontrolling interests, net of transaction costs
|
154
|
|
|
83
|
|
|
109
|
|
|||
Other financing
|
(7
|
)
|
|
27
|
|
|
14
|
|
|||
Net cash provided by (used in) financing activities
|
28
|
|
|
(1,262
|
)
|
|
(1,136
|
)
|
|||
Effect of exchange rate changes on cash
|
(52
|
)
|
|
(51
|
)
|
|
(59
|
)
|
|||
Decrease (increase) in cash of discontinued businesses
|
—
|
|
|
75
|
|
|
(4
|
)
|
|||
Cash at held-for-sale businesses
|
(21
|
)
|
|
—
|
|
|
—
|
|
|||
Total decrease in cash and cash equivalents
|
(277
|
)
|
|
(103
|
)
|
|
(258
|
)
|
|||
Cash and cash equivalents, beginning
|
1,539
|
|
|
1,642
|
|
|
1,900
|
|
|||
Cash and cash equivalents, ending
|
$
|
1,262
|
|
|
$
|
1,539
|
|
|
$
|
1,642
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||||||
Cash payments for interest, net of amounts capitalized
|
$
|
1,265
|
|
|
$
|
1,351
|
|
|
$
|
1,398
|
|
Cash payments for income taxes, net of refunds
|
$
|
388
|
|
|
$
|
480
|
|
|
$
|
570
|
|
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Assets received upon sale of subsidiaries
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
Assets acquired through capital lease and other liabilities
|
$
|
18
|
|
|
$
|
49
|
|
|
$
|
34
|
|
Dividends declared but not yet paid
|
$
|
135
|
|
|
$
|
72
|
|
|
$
|
54
|
|
•
|
Level 1 — unadjusted quoted prices in active markets accessible by the Company for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
•
|
Level 2 — pricing inputs other than quoted market prices included in Level 1 which are based on observable market data, that are directly or indirectly observable for substantially the full term of the asset or liability. These include quoted market prices for similar assets or liabilities, quoted market prices for identical or similar assets in markets that are not active, adjusted quoted market prices, inputs from observable data such as interest rate and yield curves, volatilities or default rates observable at commonly quoted intervals or inputs derived from observable market data by correlation or other means.
|
•
|
Level 3 — pricing inputs that are unobservable from objective sources. Unobservable inputs are only used to the extent observable inputs aren't available. These inputs maintain the concept of an exit price from the perspective of a market participant and reflect assumptions of other market participants. The Company considers all market participant assumptions that are available without unreasonable cost and effort. These are given the lowest priority and are generally used in internally developed methodologies to generate management's best estimate of the fair value when no observable market data is available.
|
|
Expected 2016 Service Cost
|
|
Expected 2016 Interest Cost
|
||||||||||||||||||||
|
Disaggregated rate approach
|
|
Aggregate rate approach
|
|
Impact of change
|
|
Disaggregated rate approach
|
|
Aggregate rate approach
|
|
Impact of change
|
||||||||||||
U.S.
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
(1
|
)
|
|
$
|
42
|
|
|
$
|
51
|
|
|
$
|
(9
|
)
|
U.K.
|
3
|
|
|
4
|
|
|
(1
|
)
|
|
7
|
|
|
9
|
|
|
(2
|
)
|
||||||
Total
|
$
|
16
|
|
|
$
|
18
|
|
|
$
|
(2
|
)
|
|
$
|
49
|
|
|
$
|
60
|
|
|
$
|
(11
|
)
|
December 31,
|
|
2015
|
|
2014
|
||||
Fuel and other raw materials
|
|
$
|
343
|
|
|
$
|
357
|
|
Spare parts and supplies
|
|
332
|
|
|
345
|
|
||
Total
|
|
$
|
675
|
|
|
$
|
702
|
|
|
|
|
December 31,
|
||||||
|
Estimated Useful Life
|
2015
|
|
2014
|
|||||
Electric generation and distribution facilities
|
5 - 68
|
|
$
|
25,427
|
|
|
$
|
27,488
|
|
Other buildings
|
3 - 53
|
|
1,868
|
|
|
1,694
|
|
||
Furniture, fixtures and equipment
|
2 - 31
|
|
305
|
|
|
307
|
|
||
Other
|
1 - 50
|
|
891
|
|
|
970
|
|
||
Total electric generation and distribution assets and other
|
|
|
28,491
|
|
|
30,459
|
|
||
Accumulated depreciation
|
|
|
(9,449
|
)
|
|
(9,962
|
)
|
||
Net electric generation and distribution assets and other
(1)
|
|
|
$
|
19,042
|
|
|
$
|
20,497
|
|
(1)
|
Net electric generation and distribution assets and other include unamortized internal-use software costs of
$83 million
and
$115 million
as of
December 31, 2015
and
2014
, respectively.
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation expense (including amortization of assets recorded under capital leases)
|
|
$
|
1,104
|
|
|
$
|
1,204
|
|
|
$
|
1,193
|
|
Amortization of internal-use software
|
|
29
|
|
|
33
|
|
|
36
|
|
|||
Interest capitalized during development and construction
|
|
90
|
|
|
120
|
|
|
84
|
|
December 31,
|
|
2015
|
|
2014
|
||||
Regulated generation, distribution assets and other, gross
|
|
$
|
11,818
|
|
|
$
|
13,103
|
|
Regulated accumulated depreciation
|
|
(4,351
|
)
|
|
(4,841
|
)
|
||
Regulated generation, distribution assets and other, net
|
|
7,467
|
|
|
8,262
|
|
||
Non-regulated generation, distribution assets and other, gross
|
|
16,673
|
|
|
17,356
|
|
||
Non-regulated accumulated depreciation
|
|
(5,098
|
)
|
|
(5,121
|
)
|
||
Non-regulated generation, distribution assets and other, net
|
|
11,575
|
|
|
12,235
|
|
||
Net electric generation, distribution assets and other
|
|
$
|
19,042
|
|
|
$
|
20,497
|
|
|
|
2015
|
|
2014
|
||||
Balance at January 1
|
|
$
|
209
|
|
|
$
|
142
|
|
Additional liabilities incurred
|
|
43
|
|
|
51
|
|
||
Liabilities settled
|
|
(6
|
)
|
|
(11
|
)
|
||
Accretion expense
|
|
13
|
|
|
12
|
|
||
Change in estimated cash flows
|
|
(7
|
)
|
|
15
|
|
||
Other
|
|
(5
|
)
|
|
—
|
|
||
Balance at December 31
|
|
$
|
247
|
|
|
$
|
209
|
|
|
DP&L Share
|
|
DP&L Investment
|
|||||||||||
|
Ownership
|
|
Gross Plant In Service
|
|
Accumulated Depreciation
|
|
Construction Work In Process
|
|||||||
Production units:
|
|
|
($ in millions)
|
|||||||||||
Conesville Unit 4
|
17
|
%
|
|
$
|
26
|
|
|
$
|
4
|
|
|
$
|
1
|
|
Killen Station
|
67
|
%
|
|
342
|
|
|
29
|
|
|
2
|
|
|||
Miami Fort Units 7 and 8
|
36
|
%
|
|
219
|
|
|
32
|
|
|
6
|
|
|||
Stuart Station
|
35
|
%
|
|
236
|
|
|
19
|
|
|
18
|
|
|||
Zimmer Station
|
28
|
%
|
|
188
|
|
|
44
|
|
|
12
|
|
|||
Transmission
|
various
|
|
|
43
|
|
|
8
|
|
|
—
|
|
|||
Total
|
|
|
$
|
1,054
|
|
|
$
|
136
|
|
|
$
|
39
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
AVAILABLE FOR SALE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt securities:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unsecured debentures
|
|
$
|
—
|
|
|
$
|
327
|
|
|
$
|
—
|
|
|
$
|
327
|
|
|
$
|
—
|
|
|
$
|
501
|
|
|
$
|
—
|
|
|
$
|
501
|
|
Certificates of deposit
|
|
—
|
|
|
135
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
151
|
|
|
—
|
|
|
151
|
|
||||||||
Government debt securities
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
||||||||
Subtotal
|
|
—
|
|
|
490
|
|
|
—
|
|
|
490
|
|
|
—
|
|
|
709
|
|
|
—
|
|
|
709
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual funds
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||||
Subtotal
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||||
Total available for sale
|
|
—
|
|
|
505
|
|
|
—
|
|
|
505
|
|
|
—
|
|
|
734
|
|
|
—
|
|
|
734
|
|
||||||||
TRADING:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual funds
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||||
Total trading
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||||
DERIVATIVES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency derivatives
|
|
—
|
|
|
35
|
|
|
292
|
|
|
327
|
|
|
—
|
|
|
18
|
|
|
218
|
|
|
236
|
|
||||||||
Commodity derivatives
|
|
—
|
|
|
41
|
|
|
7
|
|
|
48
|
|
|
—
|
|
|
37
|
|
|
7
|
|
|
44
|
|
||||||||
Total derivatives
|
|
—
|
|
|
76
|
|
|
299
|
|
|
375
|
|
|
—
|
|
|
55
|
|
|
225
|
|
|
280
|
|
||||||||
TOTAL ASSETS
|
|
$
|
15
|
|
|
$
|
581
|
|
|
$
|
299
|
|
|
$
|
895
|
|
|
$
|
15
|
|
|
$
|
789
|
|
|
$
|
225
|
|
|
$
|
1,029
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
DERIVATIVES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate derivatives
|
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
304
|
|
|
$
|
358
|
|
|
$
|
—
|
|
|
$
|
206
|
|
|
$
|
210
|
|
|
$
|
416
|
|
Cross currency derivatives
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||||
Foreign currency derivatives
|
|
—
|
|
|
41
|
|
|
15
|
|
|
56
|
|
|
—
|
|
|
43
|
|
|
9
|
|
|
52
|
|
||||||||
Commodity derivatives
|
|
—
|
|
|
29
|
|
|
4
|
|
|
33
|
|
|
—
|
|
|
16
|
|
|
1
|
|
|
17
|
|
||||||||
Total derivatives
|
|
—
|
|
|
167
|
|
|
323
|
|
|
490
|
|
|
—
|
|
|
294
|
|
|
220
|
|
|
514
|
|
||||||||
TOTAL LIABILITIES
|
|
$
|
—
|
|
|
$
|
167
|
|
|
$
|
323
|
|
|
$
|
490
|
|
|
$
|
—
|
|
|
$
|
294
|
|
|
$
|
220
|
|
|
$
|
514
|
|
(1)
|
Amortized cost approximated fair value at
December 31, 2015
and
2014
.
|
Year Ended December 31, 2015
|
Interest Rate
|
|
Foreign Currency
|
|
Commodity
|
|
Total
|
||||||||
Balance at January 1
|
$
|
(210
|
)
|
|
$
|
209
|
|
|
$
|
6
|
|
|
$
|
5
|
|
Total gains (losses) (realized and unrealized):
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
(1
|
)
|
|
198
|
|
|
(1
|
)
|
|
196
|
|
||||
Included in other comprehensive income - derivative activity
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
||||
Included in other comprehensive income - foreign currency translation activity
|
9
|
|
|
(103
|
)
|
|
—
|
|
|
(94
|
)
|
||||
Included in regulatory (assets) liabilities
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
||||
Settlements
|
24
|
|
|
(7
|
)
|
|
16
|
|
|
33
|
|
||||
Transfers of assets (liabilities) into Level 3
|
(95
|
)
|
|
(1
|
)
|
|
—
|
|
|
(96
|
)
|
||||
Transfers of (assets) liabilities out of Level 3
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
||||
Balance at December 31
|
$
|
(304
|
)
|
|
$
|
277
|
|
|
$
|
3
|
|
|
$
|
(24
|
)
|
Total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities held at the end of the period
|
$
|
—
|
|
|
$
|
187
|
|
|
$
|
(1
|
)
|
|
$
|
186
|
|
Year Ended December 31, 2014
|
Interest Rate
|
|
Foreign Currency
|
|
Commodity
|
|
Total
|
||||||||
Balance at January 1
|
$
|
(101
|
)
|
|
$
|
93
|
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
Total gains (losses) (realized and unrealized):
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
2
|
|
|
134
|
|
|
1
|
|
|
137
|
|
||||
Included in other comprehensive income - derivative activity
|
(154
|
)
|
|
(2
|
)
|
|
—
|
|
|
(156
|
)
|
||||
Included in other comprehensive income - foreign currency translation activity
|
13
|
|
|
(25
|
)
|
|
—
|
|
|
(12
|
)
|
||||
Included in regulatory (assets) liabilities
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
||||
Settlements
|
30
|
|
|
(4
|
)
|
|
(15
|
)
|
|
11
|
|
||||
Transfers of assets (liabilities) into Level 3
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Transfers of (assets) liabilities out of Level 3
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Balance at December 31
|
$
|
(210
|
)
|
|
$
|
209
|
|
|
$
|
6
|
|
|
$
|
5
|
|
Total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities held at the end of the period
|
$
|
2
|
|
|
$
|
130
|
|
|
$
|
(1
|
)
|
|
$
|
131
|
|
Type of Derivative
|
|
Fair Value
|
|
Unobservable Input
|
|
Amount or Range
(Weighted Average)
|
|||
|
|
(in millions)
|
|
|
|
|
|||
Interest rate
|
|
$
|
(304
|
)
|
|
Subsidiaries’ credit spreads
|
|
2.88%-8.88% (5.42%)
|
|
Foreign currency:
|
|
|
|
|
|
|
|||
Argentine Peso
|
|
291
|
|
|
Argentine Peso to U.S. Dollar currency exchange rate after 1 year
|
|
17.51 - 35.44 (26.05)
|
|
|
Euro
|
|
(14
|
)
|
|
Subsidiary's credit spread
|
|
8.88
|
%
|
|
Commodity:
|
|
|
|
|
|
|
|||
Other
|
|
3
|
|
|
|
|
|
||
Total
|
|
$
|
(24
|
)
|
|
|
|
|
|
|
Measurement Date
|
|
Carrying Amount
|
|
Fair Value
|
|
Pretax
Loss
|
||||||||||||||
Year Ended December 31, 2015
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-lived assets held and used:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Kilroot
|
|
08/28/2015
|
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
121
|
|
Buffalo Gap III
|
|
09/30/2015
|
|
234
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
116
|
|
|||||
U.K. Wind (Development Projects)
|
|
06/30/2015
|
|
38
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
37
|
|
|||||
Other
|
|
Various
|
|
32
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
11
|
|
|||||
Equity method investments
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Solar Spain
|
|
02/09/2015
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|||||
Goodwill
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
DP&L
|
|
10/01/2015
|
|
317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
317
|
|
|
|
Measurement Date
|
|
Carrying Amount
|
|
Fair Value
|
|
Pretax
Loss
|
||||||||||||||
Year Ended December 31, 2014
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-lived assets held and used:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
DP&L (East Bend)
|
|
03/31/2014
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Ebute
|
|
06/30/2014
|
|
99
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
52
|
|
|||||
Ebute
|
|
09/30/2014
|
|
51
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
15
|
|
|||||
U.K. Wind (Newfield)
|
|
06/06/2014
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Discontinued operations:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cameroon businesses
|
|
03/31/2014
|
|
372
|
|
|
—
|
|
|
334
|
|
|
—
|
|
|
38
|
|
|||||
Equity method investments
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Silver Ridge Power
|
|
06/30/2014
|
|
315
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|
42
|
|
|||||
Entek
|
|
09/25/2014
|
|
211
|
|
|
—
|
|
|
125
|
|
|
—
|
|
|
86
|
|
|||||
Goodwill
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
DPLER
|
|
02/28/2014
|
|
136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|||||
Buffalo Gap
|
|
03/31/2014
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
(1)
|
See Note
21
—
Asset Impairment Expense
for further information.
|
(2)
|
See Note
23
—
Discontinued Operations
for further information. Fair value of long-lived assets held-for-sale is presented net of costs to sell.
|
(3)
|
See Note
8
—
Investments In and Advances to Affiliates
for further information.
|
(4)
|
See Note
9
—
Other Non-Operating Expense
for further information.
|
(5)
|
See Note
10
—
Goodwill and Other Intangible Assets
for further information.
|
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted Average)
|
||
|
|
(in millions)
|
|
|
|
|
|
($ in millions)
|
||
Long-lived assets held and used:
|
|
|
|
|
|
|
|
|
||
Kilroot
|
|
$
|
70
|
|
|
Discounted cash flow
|
|
Annual revenue growth
|
|
-88% to 6% (-7%)
|
|
|
|
|
|
|
Annual pretax operating margin
|
|
-74% to 10% (0%)
|
||
|
|
|
|
|
|
Weighted Average Cost of Capital
|
|
6%
|
||
Buffalo Gap
|
|
118
|
|
|
Discounted cash flow
|
|
Annual revenue growth
|
|
-2% to 19% (3%)
|
|
|
|
|
|
|
|
Annual pretax operating margin
|
|
-282% to 58% (24%)
|
||
|
|
|
|
|
|
Weighted Average Cost of Capital
|
|
9%
|
||
Equity method investment:
|
|
|
|
|
|
|
|
|
||
Solar Spain
|
|
29
|
|
|
Discounted cash flow
|
|
Annual revenue growth
|
|
-3% to 0% (0%)
|
|
|
|
|
|
|
|
Annual pretax operating margin
|
|
-13% to 56% (24%)
|
||
|
|
|
|
|
|
Cost of equity
|
|
12%
|
||
Total
|
|
$
|
217
|
|
|
|
|
|
|
|
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable — noncurrent
(1)
|
|
$
|
270
|
|
|
$
|
342
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
322
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-recourse debt
|
|
15,792
|
|
|
15,939
|
|
|
—
|
|
|
13,672
|
|
|
2,267
|
|
|||||
Recourse debt
|
|
5,015
|
|
|
4,696
|
|
|
—
|
|
|
4,696
|
|
|
—
|
|
|||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable — noncurrent
(1)
|
|
$
|
257
|
|
|
$
|
246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
246
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-recourse debt
|
|
15,600
|
|
|
16,008
|
|
|
—
|
|
|
12,538
|
|
|
3,470
|
|
|||||
Recourse debt
|
|
5,258
|
|
|
5,552
|
|
|
—
|
|
|
5,552
|
|
|
—
|
|
(1)
|
These accounts receivable principally relate to amounts due from CAMMESA, the administrator of the wholesale electricity market in Argentina, and are included in
Noncurrent assets — Other
in the accompanying Consolidated Balance Sheets. The fair value of these accounts receivable excludes value-added tax of
$27 million
and
$36 million
at
December 31, 2015
and
2014
, respectively.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gross proceeds from sales of AFS securities
|
|
$
|
4,902
|
|
|
$
|
4,569
|
|
|
$
|
4,406
|
|
|
|
Current
|
|
Maximum
|
|
|
|
|
|||||||||||
Interest Rate and Cross Currency
(1)
|
|
Derivative
Notional
|
|
Derivative Notional Translated to USD
|
|
Derivative
Notional
|
|
Derivative Notional Translated to USD
|
|
Weighted-Average Remaining Term
|
|
% of Debt Currently Hedged by Index
(2)
|
|||||||
|
|
(in millions)
|
|
(in years)
|
|
|
|||||||||||||
Interest Rate Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LIBOR (U.S. Dollar)
|
|
2,639
|
|
|
$
|
2,639
|
|
|
2,872
|
|
|
$
|
2,872
|
|
|
11
|
|
48
|
%
|
EURIBOR (Euro)
|
|
482
|
|
|
524
|
|
|
482
|
|
|
524
|
|
|
6
|
|
83
|
%
|
||
Cross Currency Swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Chilean Unidad de Fomento
|
|
4
|
|
|
159
|
|
|
4
|
|
|
159
|
|
|
13
|
|
76
|
%
|
(1)
|
The Company's interest rate derivative instruments primarily include accreting and amortizing notionals. The maximum derivative notional represents the largest notional at any point between
December 31, 2015
and the maturity of the derivative instrument, which includes forward-starting derivative instruments. The interest rate and cross currency derivatives range in maturity through
2033
and
2028
, respectively.
|
(2)
|
The percentage of variable-rate debt currently hedged is based on the related index and excludes forecasted issuances of debt and variable-rate debt tied to other indices where the Company has no interest rate derivatives.
|
|
|
December 31, 2015
|
||||||||
Foreign Currency Derivatives
|
|
Notional
(1)
|
|
Notional Translated to USD
|
|
Weighted-Average Remaining Term
(2)
|
||||
|
|
(in millions)
|
|
(in years)
|
||||||
Foreign Currency Derivatives
|
|
|
|
|
|
|
||||
Argentine Peso
|
|
$
|
2,321
|
|
|
$
|
178
|
|
|
10
|
Brazilian Real
|
|
80
|
|
|
21
|
|
|
<1
|
||
British Pound
|
|
22
|
|
|
32
|
|
|
<1
|
||
Chilean Peso
|
|
84,669
|
|
|
119
|
|
|
<1
|
||
Chilean Unidad de Fomento
|
|
9
|
|
|
311
|
|
|
<1
|
||
Colombian Peso
|
|
252,166
|
|
|
80
|
|
|
<1
|
||
Euro
|
|
32
|
|
|
35
|
|
|
<1
|
||
Kazakhstani Tenge
|
|
1,691
|
|
|
5
|
|
|
1
|
(1)
|
Represents contractual notionals. The notionals for options have not been probability adjusted, which generally would decrease them.
|
(2)
|
Represents the remaining tenor of our foreign currency derivatives weighted by the corresponding notional. These derivatives matures through
2026
.
|
December 31, 2015
|
|
|
|
Weighted-Average
|
|
Commodity Derivatives
|
|
Notional
|
|
Remaining Term
(1)
|
|
|
|
(in millions)
|
|
(in years)
|
|
Power (MWh)
|
|
10
|
|
|
3
|
(1)
|
Represents the remaining tenor of our commodity derivatives weighted by the corresponding volume. These derivatives range in maturity through
2018
.
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
Designated
|
|
Not Designated
|
|
Total
|
|
Designated
|
|
Not Designated
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency derivatives
|
|
$
|
8
|
|
|
$
|
319
|
|
|
$
|
327
|
|
|
$
|
6
|
|
|
$
|
230
|
|
|
$
|
236
|
|
Commodity derivatives
|
|
30
|
|
|
18
|
|
|
48
|
|
|
25
|
|
|
19
|
|
|
44
|
|
||||||
Total assets
|
|
$
|
38
|
|
|
$
|
337
|
|
|
$
|
375
|
|
|
$
|
31
|
|
|
$
|
249
|
|
|
$
|
280
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate derivatives
|
|
$
|
358
|
|
|
$
|
—
|
|
|
$
|
358
|
|
|
$
|
416
|
|
|
$
|
—
|
|
|
$
|
416
|
|
Cross currency derivatives
|
|
43
|
|
|
—
|
|
|
43
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||
Foreign currency derivatives
|
|
35
|
|
|
21
|
|
|
56
|
|
|
38
|
|
|
14
|
|
|
52
|
|
||||||
Commodity derivatives
|
|
12
|
|
|
21
|
|
|
33
|
|
|
7
|
|
|
10
|
|
|
17
|
|
||||||
Total liabilities
|
|
$
|
448
|
|
|
$
|
42
|
|
|
$
|
490
|
|
|
$
|
490
|
|
|
$
|
24
|
|
|
$
|
514
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Current
|
|
$
|
86
|
|
|
$
|
144
|
|
|
$
|
77
|
|
|
$
|
148
|
|
Noncurrent
|
|
289
|
|
|
346
|
|
|
203
|
|
|
366
|
|
||||
Total
|
|
$
|
375
|
|
|
$
|
490
|
|
|
$
|
280
|
|
|
$
|
514
|
|
Derivatives subject to master netting agreement or similar agreement:
|
|
|
|
|
|
|
|
|
||||||||
Gross amounts recognized in the balance sheet
|
|
$
|
57
|
|
|
$
|
467
|
|
|
$
|
53
|
|
|
$
|
507
|
|
Gross amounts of derivative instruments not offset
|
|
(18
|
)
|
|
(18
|
)
|
|
(10
|
)
|
|
(10
|
)
|
||||
Gross amounts of cash collateral received/pledged not offset
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(26
|
)
|
||||
Net amount
|
|
$
|
39
|
|
|
$
|
411
|
|
|
$
|
43
|
|
|
$
|
471
|
|
Other balances that had been, but are no longer, accounted for as derivatives that are to be amortized to earnings over the remaining term of the associated PPA
|
|
$
|
147
|
|
|
$
|
166
|
|
|
$
|
161
|
|
|
$
|
180
|
|
Years Ended December 31,
|
|
Gains (Losses) Recognized in AOCL
|
|
Classification in Consolidated Statements of Operations
|
|
Gains (Losses) Reclassified from AOCL into Earnings
|
||||||||||||||||||||
Type of Derivative
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||
Interest rate derivatives
|
|
$
|
(103
|
)
|
|
$
|
(421
|
)
|
|
$
|
155
|
|
|
Interest expense
|
|
$
|
(108
|
)
|
|
$
|
(139
|
)
|
|
$
|
(127
|
)
|
|
|
|
|
|
|
|
|
Non-regulated cost of sales
|
|
(2
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||||||||
|
|
|
|
|
|
|
|
Net equity in earnings of affiliates
|
|
(2
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|||||||||
|
|
|
|
|
|
|
|
Gain on sale of investments
|
|
(4
|
)
|
|
—
|
|
|
(21
|
)
|
|||||||||
Cross currency derivatives
|
|
(20
|
)
|
|
(25
|
)
|
|
(18
|
)
|
|
Interest expense
|
|
(4
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
|
|
|
|
|
|
|
|
Foreign currency transaction gains (losses)
|
|
(20
|
)
|
|
(23
|
)
|
|
(18
|
)
|
|||||||||
Foreign currency derivatives
|
|
10
|
|
|
(28
|
)
|
|
—
|
|
|
Foreign currency transaction gains (losses)
|
|
32
|
|
|
14
|
|
|
12
|
|
||||||
Commodity derivatives
|
|
40
|
|
|
44
|
|
|
2
|
|
|
Non-regulated revenue
|
|
43
|
|
|
30
|
|
|
(3
|
)
|
||||||
|
|
|
|
|
|
|
|
Non-regulated cost of sales
|
|
(12
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||||||||
Total
|
|
$
|
(73
|
)
|
|
$
|
(430
|
)
|
|
$
|
139
|
|
|
|
|
$
|
(77
|
)
|
|
$
|
(125
|
)
|
|
$
|
(180
|
)
|
|
|
|
|
Gains (Losses) Recognized in Earnings
|
||||||||||
|
|
Classification in Consolidated Statements of Operations
|
|
Years Ended December 31,
|
||||||||||
Type of Derivative
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||
Interest rate derivatives
|
|
Interest expense
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
42
|
|
|
|
Net equity in earnings of affiliates
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||
Foreign currency derivatives
|
|
Foreign currency transaction gains (losses)
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Cross currency derivatives
|
|
Interest expense
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
Total
|
|
|
|
$
|
(6
|
)
|
|
$
|
(4
|
)
|
|
$
|
43
|
|
|
|
|
|
Gains (Losses) Recognized in Earnings
|
||||||||||
|
|
Classification in Consolidated Statements of Operations
|
|
Years Ended December 31,
|
||||||||||
Type of Derivative
|
|
2015
|
|
2014
|
|
2013
|
||||||||
Interest rate derivatives
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
|
Net equity in earnings of affiliates
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Foreign currency derivatives
|
|
Foreign currency transaction gains (losses)
|
|
211
|
|
|
146
|
|
|
64
|
|
|||
|
|
Net equity in earnings of affiliates
|
|
—
|
|
|
(2
|
)
|
|
(24
|
)
|
|||
Commodity and other derivatives
|
|
Non-regulated revenue
|
|
(8
|
)
|
|
5
|
|
|
11
|
|
|||
|
|
Non-regulated cost of sales
|
|
(16
|
)
|
|
(3
|
)
|
|
1
|
|
|||
|
|
Regulated cost of sales
|
|
(5
|
)
|
|
(6
|
)
|
|
2
|
|
|||
|
|
Income (loss) from operations of discontinued businesses
|
|
—
|
|
|
(7
|
)
|
|
(18
|
)
|
|||
|
|
Net gain (loss) from disposal and impairments of discontinued operations
|
|
—
|
|
|
72
|
|
|
—
|
|
|||
Total
|
|
|
|
$
|
182
|
|
|
$
|
202
|
|
|
$
|
29
|
|
December 31,
|
|
2015
|
|
2014
|
||||
Argentina
|
|
$
|
237
|
|
|
$
|
278
|
|
Cameroon
(1)
|
|
—
|
|
|
44
|
|
||
United States
|
|
20
|
|
|
—
|
|
||
Brazil
|
|
39
|
|
|
15
|
|
||
Total long-term financing receivables
|
|
$
|
296
|
|
|
$
|
337
|
|
(1)
|
Represents non-contingent consideration to be received in 2016 from the sale of the Cameroon businesses in 2014. Balance is classified as short-term as of December 31, 2015. See Note 23
—Discontinued Operations.
|
December 31,
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
Affiliate
|
Country
|
|
Carrying Value (in millions)
|
|
Ownership Interest %
|
||||||||||
Solar Power PR
|
Puerto Rico
|
|
$
|
—
|
|
|
$
|
2
|
|
|
—
|
%
|
|
50
|
%
|
Barry
(1)
|
United Kingdom
|
|
—
|
|
|
—
|
|
|
100
|
%
|
|
100
|
%
|
||
Elsta
(1)
|
Netherlands
|
|
53
|
|
|
54
|
|
|
50
|
%
|
|
50
|
%
|
||
Distributed Energy
(1)
|
United States
|
|
17
|
|
|
—
|
|
|
94
|
%
|
|
—
|
%
|
||
Guacolda
(2)
|
Chile
|
|
344
|
|
|
285
|
|
|
33
|
%
|
|
35
|
%
|
||
OPGC
(3)
|
India
|
|
195
|
|
|
194
|
|
|
49
|
%
|
|
49
|
%
|
||
Other affiliates
|
Various
|
|
1
|
|
|
2
|
|
|
|
|
|
||||
Total investments in and advances to affiliates
|
|
|
$
|
610
|
|
|
$
|
537
|
|
|
|
|
|
(1)
|
Represent VIEs in which the Company holds a variable interest but is not the primary beneficiary.
|
(2)
|
The Company's ownership in Guacolda is held through AES Gener, a
67%
-owned consolidated subsidiary. AES Gener owns
50%
of Guacolda, resulting in an AES effective ownership in Guacolda of
33%
. At December 31, 2014, AES owned
71%
of AES Gener, resulting in an AES effective ownership in Guacolda of
35%
.
|
(3)
|
OPGC has one coal-fired expansion project under development. The project started construction in April 2014 and is currently expected to begin operations in 2018.
|
|
50%-or-less Owned Affiliates
|
|
Majority-Owned Unconsolidated Subsidiaries
|
||||||||||||||||||||
Years ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Revenue
|
$
|
641
|
|
|
$
|
928
|
|
|
$
|
1,099
|
|
|
$
|
24
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Operating margin
|
152
|
|
|
206
|
|
|
295
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||||
Net income (loss)
|
210
|
|
|
59
|
|
|
53
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31,
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
|
|
||||||||||||
Current assets
|
$
|
376
|
|
|
$
|
450
|
|
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
|
||||
Noncurrent assets
|
2,132
|
|
|
1,748
|
|
|
|
|
211
|
|
|
15
|
|
|
|
||||||||
Current liabilities
|
435
|
|
|
299
|
|
|
|
|
21
|
|
|
—
|
|
|
|
||||||||
Noncurrent liabilities
|
1,044
|
|
|
935
|
|
|
|
|
153
|
|
|
67
|
|
|
|
||||||||
Noncontrolling interests
|
—
|
|
|
17
|
|
|
|
|
—
|
|
|
—
|
|
|
|
||||||||
Stockholders' equity
|
1,029
|
|
|
947
|
|
|
|
|
57
|
|
|
(52
|
)
|
|
|
Years Ended December 31,
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Entek
|
$
|
86
|
|
|
$
|
—
|
|
Silver Ridge
|
42
|
|
|
—
|
|
||
Elsta
|
—
|
|
|
129
|
|
||
Total other non-operating expense
|
$
|
128
|
|
|
$
|
129
|
|
|
US
|
|
Andes
|
|
MCAC
|
|
Europe
|
|
Asia
|
|
Total
|
||||||||||||
Balance as of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
2,658
|
|
|
$
|
899
|
|
|
$
|
149
|
|
|
$
|
180
|
|
|
$
|
68
|
|
|
$
|
3,954
|
|
Accumulated impairment losses
|
(2,152
|
)
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
(2,332
|
)
|
||||||
Net balance
|
506
|
|
|
899
|
|
|
149
|
|
|
—
|
|
|
68
|
|
|
1,622
|
|
||||||
Impairment losses
|
(164
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(164
|
)
|
||||||
Balance as of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
2,658
|
|
|
899
|
|
|
149
|
|
|
122
|
|
(1)
|
68
|
|
|
3,896
|
|
||||||
Accumulated impairment losses
|
(2,316
|
)
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
—
|
|
|
(2,438
|
)
|
||||||
Net balance
|
342
|
|
|
899
|
|
|
149
|
|
|
—
|
|
|
68
|
|
|
1,458
|
|
||||||
Impairment losses
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(317
|
)
|
||||||
Goodwill acquired during the year
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||
Balance as of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
2,674
|
|
|
899
|
|
|
149
|
|
|
122
|
|
|
68
|
|
|
3,912
|
|
||||||
Accumulated impairment losses
|
(2,633
|
)
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
—
|
|
|
(2,755
|
)
|
||||||
Net balance
|
$
|
41
|
|
|
$
|
899
|
|
|
$
|
149
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
1,157
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross Balance
|
|
Accumulated Amortization
|
|
Net Balance
|
|
Gross Balance
|
|
Accumulated Amortization
|
|
Net Balance
|
||||||||||||
Subject to Amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Project development rights
(1)
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
|
$
|
28
|
|
|
$
|
(1
|
)
|
|
$
|
27
|
|
Sales concessions
|
71
|
|
|
(19
|
)
|
|
52
|
|
|
86
|
|
|
(41
|
)
|
|
45
|
|
||||||
Contractual payment rights
(2)
|
66
|
|
|
(46
|
)
|
|
20
|
|
|
69
|
|
|
(40
|
)
|
|
29
|
|
||||||
Management rights
|
24
|
|
|
(10
|
)
|
|
14
|
|
|
33
|
|
|
(13
|
)
|
|
20
|
|
||||||
Land use rights
|
28
|
|
|
—
|
|
|
28
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||
Contracts
|
29
|
|
|
(12
|
)
|
|
17
|
|
|
36
|
|
|
(19
|
)
|
|
17
|
|
||||||
Customer contracts and relationships
(3)
|
6
|
|
|
(6
|
)
|
|
—
|
|
|
63
|
|
|
(39
|
)
|
|
24
|
|
||||||
Other
(4)
|
15
|
|
|
(3
|
)
|
|
12
|
|
|
22
|
|
|
(5
|
)
|
|
17
|
|
||||||
Subtotal
|
243
|
|
|
(97
|
)
|
|
146
|
|
|
362
|
|
|
(158
|
)
|
|
204
|
|
||||||
Indefinite-Lived Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Land use rights
|
38
|
|
|
—
|
|
|
38
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||
Water rights
|
17
|
|
|
—
|
|
|
17
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||
Other
|
13
|
|
|
—
|
|
|
13
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||
Subtotal
|
68
|
|
|
—
|
|
|
68
|
|
|
77
|
|
|
—
|
|
|
77
|
|
||||||
Total
|
$
|
311
|
|
|
$
|
(97
|
)
|
|
$
|
214
|
|
|
$
|
439
|
|
|
$
|
(158
|
)
|
|
$
|
281
|
|
(1)
|
2014 balance includes U.K. Wind operations. In August 2014 these assets were sold, but did not meet the criteria to be reported as discontinued operations and their results are reflected within continuing operations. See Note
24
—
Dispositions and Held-for-Sale Businesses
for further information.
|
(2)
|
Represent legal rights to receive system reliability payments from the regulator.
|
(3)
|
2014 balance includes DPLER which is considered held-for-sale as of December 31, 2015. See Note
24
—
Dispositions and Held-for-Sale Businesses
for further information.
|
(4)
|
Includes renewable energy certificates, emission allowances and various other intangible assets none of which is individually significant.
|
|
December 31, 2015
|
||||||||
|
Amount
|
|
Subject to Amortization/Indefinite-Lived
|
|
Weighted Average Amortization Period (in years)
|
|
Amortization Method
|
||
Contracts
|
$
|
22
|
|
|
Subject to Amortization
|
|
5
|
|
Straight-line
|
Land-use rights
|
13
|
|
|
Subject to Amortization
|
|
N/A
|
|
N/A
|
|
Other
|
5
|
|
|
Various
|
|
N/A
|
|
N/A
|
|
Total
|
$
|
40
|
|
|
|
|
|
|
|
|
December 31, 2014
|
||||||||
|
Amount
|
|
Subject to Amortization/
Indefinite-Lived
|
|
Weighted Average
Amortization Period (in years)
|
|
Amortization
Method
|
||
Renewable energy certificates
|
$
|
3
|
|
|
Indefinite
|
|
N/A
|
|
N/A
|
Land-use rights
|
16
|
|
|
Subject to Amortization
|
|
N/A
|
|
N/A
|
|
Total
|
$
|
19
|
|
|
|
|
|
|
|
(in millions)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||
Sales concessions
|
7
|
|
|
7
|
|
|
7
|
|
|
7
|
|
|
7
|
|
|||||
All other
|
4
|
|
|
4
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|||||
Total
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
10
|
|
December 31,
|
2015
|
|
2014
|
|
Recovery/Refund Period
|
||||
REGULATORY ASSETS
|
|
|
|
||||||
Current regulatory assets:
|
|
|
|
|
|
||||
Brazil tariff recoveries:
(1)
|
|
|
|
|
|
||||
Energy purchases/sales
|
$
|
416
|
|
|
$
|
424
|
|
|
Annually as part of the tariff adjustment
|
Transmission costs, regulatory fees and other
|
264
|
|
|
63
|
|
|
Annually as part of the tariff adjustment
|
||
El Salvador tariff recoveries
(2)
|
43
|
|
|
92
|
|
|
Quarterly as part of the tariff adjustment
|
||
Other
(3)
|
23
|
|
|
58
|
|
|
Various
|
||
Total current regulatory assets
|
746
|
|
|
637
|
|
|
|
||
Noncurrent regulatory assets:
|
|
|
|
|
|
||||
Defined benefit pension obligations at IPL and DPL
(4)(5)
|
227
|
|
|
329
|
|
|
Various
|
||
Income taxes recoverable from customers
(4)(6)
|
36
|
|
|
74
|
|
|
Various
|
||
Brazil tariff recoveries:
(1)
|
|
|
|
|
|
||||
Energy purchases/sales
|
147
|
|
|
266
|
|
|
Annually as part of the tariff adjustment
|
||
Transmission costs, regulatory fees and other
|
140
|
|
|
14
|
|
|
Annually as part of the tariff adjustment
|
||
Deferred Midwest ISO costs
(7)
|
129
|
|
|
111
|
|
|
To be determined
|
||
Other
(3)
|
239
|
|
|
78
|
|
|
Various
|
||
Total noncurrent regulatory assets
|
918
|
|
|
872
|
|
|
|
||
TOTAL REGULATORY ASSETS
|
$
|
1,664
|
|
|
$
|
1,509
|
|
|
|
REGULATORY LIABILITIES
|
|
|
|
|
|
||||
Current regulatory liabilities:
|
|
|
|
|
|
||||
Brazil tariff reset adjustment
(8)
|
$
|
—
|
|
|
$
|
76
|
|
|
Two years
|
Efficiency program costs
(9)
|
12
|
|
|
22
|
|
|
Annually as part of the tariff adjustment
|
||
Brazil regulatory asset base adjustment
(13)
|
169
|
|
|
123
|
|
|
Up to four tariff periods
|
||
Brazil tariff refunds:
(1)
|
|
|
|
|
|
||||
Energy purchases/sales
|
105
|
|
|
144
|
|
|
Annually as part of the tariff adjustment
|
||
Transmission costs, regulatory fees and other
|
120
|
|
|
174
|
|
|
Annually as part of the tariff adjustment
|
||
Other
(10)
|
59
|
|
|
66
|
|
|
Various
|
||
Total current regulatory liabilities
|
465
|
|
|
605
|
|
|
|
||
Noncurrent regulatory liabilities:
|
|
|
|
|
|
||||
Asset retirement obligations
(11)
|
759
|
|
|
727
|
|
|
Over life of assets
|
||
Brazil regulatory asset base adjustment
(13)
|
86
|
|
|
61
|
|
|
Up to four tariff periods
|
||
Brazil special obligations
(12)
|
370
|
|
|
484
|
|
|
To be determined
|
||
Brazil tariff refunds:
(1)
|
|
|
|
|
|
||||
Energy purchases/sales
|
30
|
|
|
128
|
|
|
Annually as part of the tariff adjustment
|
||
Transmission costs, regulatory fees and other
|
29
|
|
|
97
|
|
|
Annually as part of the tariff adjustment
|
||
Efficiency program costs
(9)
|
5
|
|
|
11
|
|
|
Annually as part of the tariff adjustment
|
||
Other
(10)
|
7
|
|
|
1
|
|
|
Various
|
||
Total noncurrent regulatory liabilities
|
1,286
|
|
|
1,509
|
|
|
|
||
TOTAL REGULATORY LIABILITIES
|
$
|
1,751
|
|
|
$
|
2,114
|
|
|
|
(1)
|
Recoverable or refundable per Brazilian National Electric Energy Agency ("ANEEL") regulations through the Annual Tariff Adjustment ("IRT"). These costs are generally non-controllable and primarily consist of purchased electricity, energy transmission, and sector costs that are considered volatile. The costs are passed through for a period of
12
months as part of the IRT. Any remaining balance is considered in the subsequent IRT, which results in a total of
24
months to recover or refund the costs. Favorable spot market sales are also subject to customer refunds through the IRT over the course of these time periods.
|
(2)
|
Deferred fuel costs incurred by our El Salvador subsidiaries associated with purchase of energy from the El Salvador spot market and power generation plants. In El Salvador, the deferred fuel adjustment represents the variance between the actual fuel costs and the fuel costs recovered in the tariffs. The variance is recovered quarterly in the tariff reset period.
|
(3)
|
Includes assets with and without a rate of return. Other current regulatory assets that did not earn a rate of return were
$8 million
and
$22 million
, as of
December 31, 2015
and
2014
, respectively. Other noncurrent regulatory assets that did not earn a rate of return were
$237 million
and
$73 million
, as of
December 31, 2015
and
2014
, respectively. Other current and noncurrent regulatory assets primarily consist of:
|
▪
|
Unamortized losses on long-term debt reacquired or redeemed in prior periods at IPL and DPL, which are amortized over the lives of the original issues in accordance with the Federal Energy Regulatory Commission ("FERC") and PUCO rules.
|
▪
|
Unamortized carrying charges and certain other costs related to Petersburg unit 4 at IPL.
|
▪
|
Deferred storm costs incurred primarily in 2008 to repair storm damage at DPL; recovery was approved via order from the PUCO on December 17, 2014 and began January 2015.
|
▪
|
Additional Regulatory Asset Base ("RAB") from a favorable decision on tariff reset (administrative appeal) at Eletropaulo.
|
(4)
|
Past expenditures on which the Company does not earn a rate of return.
|
(5)
|
The regulatory accounting standards allow the defined pension and postretirement benefit obligation to be recorded as a regulatory asset equal to the previously unrecognized actuarial gains and losses and prior service costs that are expected to be recovered through future rates. Pension expense is recognized based on the plan's actuarially determined pension liability. Recovery of costs is probable, but not yet determined. Pension contributions made by our Brazilian subsidiaries are not included in regulatory assets as those contributions are not covered by the established tariff in Brazil.
|
(6)
|
Probable recovery through future rates, based upon established regulatory practices, which permit the recovery of current taxes. This amount is expected to be recovered,
|
(7)
|
Transmission service costs and other administrative costs from IPL's participation in the Midwest ISO market, which are recoverable but do not earn a rate of return. Recovery of costs is probable, but the timing is not yet determined.
|
(8)
|
In July 2012, the Brazilian energy regulator (the "Regulator") approved the periodic review and reset of a component of Eletropaulo's regulated tariff, which determines the margin to be earned by Eletropaulo. The review and reset of this tariff component was retroactive to July 2011 and applied to customers' invoices from July 2012 to June 2015. From July 2011 through June 2012, Eletropaulo invoiced customers under the then-existing tariff rate, as required by the Regulator. As the new tariff rate was lower than the previous rate, Eletropaulo was required to reduce customer tariffs for the difference over the next year. Accordingly, from July 2011 through June 2012, Eletropaulo recognized a regulatory liability for the estimated future refunds, subsequently adjusted as of June 30, 2012 upon the finalization of the new tariff with the Regulator. The refund to customers was considered in the 2013 tariff adjustment, which contemplated an amortization of
67.55%
from July 4, 2013. The remaining balance, representing
32.45%
, was considered in the next annual tariff adjustment. There was
no
recorded current regulatory liability at Eletropaulo as of
December 31, 2015
.
|
(9)
|
Amounts received for costs expected to be incurred to improve the efficiency of our plants in Brazil as part of the IRT.
|
(10)
|
Other current and noncurrent regulatory liabilities primarily consist of liabilities owed to electricity generators due to variance in energy prices during rationing periods ("Free Energy"). Our Brazilian subsidiaries are authorized to refund this cost associated with monthly energy price variances between the wholesale energy market prices owed to the power generation plants producing Free Energy and the capped price reimbursed by the local distribution companies which are passed through to the final customers through energy tariffs. The balance excludes asset retirement obligations that were reclassified out of Other.
|
(11)
|
Obligations for removal costs which do not have an associated legal retirement obligation as defined by the accounting standards on asset retirement obligations.
|
(12)
|
Obligations established by ANEEL in Brazil associated with electric utility concessions and represent amounts received from customers or donations not subject to return. These donations are allocated to support energy network expansion and to improve utility operations to meet customers' needs. The term of the obligation is established by ANEEL. Settlement shall occur when the concession ends.
|
(13)
|
Represents adjustments to the RAB resulting from an administrative ruling in December 2013 compelling Eletropaulo to refund customers beginning July 2014.
|
December 31,
|
2015
|
|
2014
|
||||||||||||
|
Regulatory Assets
|
|
Regulatory Liabilities
|
|
Regulatory Assets
|
|
Regulatory Liabilities
|
||||||||
Brazil SBU
|
$
|
971
|
|
|
$
|
932
|
|
|
$
|
787
|
|
|
$
|
1,347
|
|
US SBU
|
650
|
|
|
819
|
|
|
631
|
|
|
767
|
|
||||
MCAC SBU (El Salvador)
|
43
|
|
|
—
|
|
|
91
|
|
|
—
|
|
||||
Total
|
$
|
1,664
|
|
|
$
|
1,751
|
|
|
$
|
1,509
|
|
|
$
|
2,114
|
|
NON-RECOURSE DEBT
|
Weighted Average Interest Rate
|
|
Maturity
|
|
December 31,
|
|||||||
2015
|
|
2014
|
||||||||||
VARIABLE RATE:
(1)
|
|
|
|
|
|
|
|
|||||
Bank loans
|
4.37
|
%
|
|
2016 – 2033
|
|
$
|
2,352
|
|
|
$
|
1,893
|
|
Notes and bonds
|
14.98
|
%
|
|
2016 – 2022
|
|
1,474
|
|
|
1,912
|
|
||
Debt to (or guaranteed by) multilateral, export credit agencies or development banks
(2)
|
2.39
|
%
|
|
2021 – 2034
|
|
3,078
|
|
|
2,375
|
|
||
Other
|
12.65
|
%
|
|
2016 – 2043
|
|
47
|
|
|
668
|
|
||
FIXED RATE:
|
|
|
|
|
|
|
|
|||||
Bank loans
|
5.11
|
%
|
|
2016 – 2032
|
|
558
|
|
|
750
|
|
||
Notes and bonds
|
5.54
|
%
|
|
2016 – 2073
|
|
7,948
|
|
|
7,654
|
|
||
Debt to (or guaranteed by) multilateral, export credit agencies or development banks
(2)
|
5.39
|
%
|
|
2023 – 2034
|
|
309
|
|
|
259
|
|
||
Other
|
8.66
|
%
|
|
2016 – 2049
|
|
26
|
|
|
89
|
|
||
SUBTOTAL
|
|
|
|
|
15,792
|
|
|
15,600
|
|
|||
Less: Current maturities
|
|
|
|
|
(2,529
|
)
|
|
(1,982
|
)
|
|||
TOTAL
|
|
|
|
|
$
|
13,263
|
|
|
$
|
13,618
|
|
(1)
|
The interest rate on variable rate debt represents the total of a variable component that is based on changes in an interest rate index and of a fixed component. The Company has interest rate swaps and option agreements in an aggregate notional principal amount of approximately
$3.2 billion
on non-recourse debt outstanding at December 31,
2015
. These agreements economically fix the variable component of the interest rates on the portion of the variable-rate debt being hedged so that the total interest rate on that debt has been fixed at rates ranging from approximately
2.87%
to
8.24%
. These agreements expire at various dates from
2016
through
2033
.
|
(2)
|
Multilateral loans include loans funded and guaranteed by bilaterals, multilaterals, development banks and other similar institutions.
|
December 31,
|
Annual Maturities
|
||
2016
|
$
|
2,529
|
|
2017
|
1,022
|
|
|
2018
|
1,359
|
|
|
2019
|
950
|
|
|
2020
|
1,431
|
|
|
Thereafter
|
8,501
|
|
|
Total non-recourse debt
|
$
|
15,792
|
|
•
|
Gener issued new debt of
$1.1 billion
, offset by repayments of
$423 million
which includes a loss on extinguishment of debt of
$19 million
;
|
•
|
IPALCO issued new debt of
$847 million
, offset by repayments of
$602 million
which includes a loss on extinguishment of debt of
$22 million
;
|
•
|
Sul issued new debt of
$513 million
, offset by repayments of
$486 million
which includes a loss on extinguishment of debt of
$4 million
;
|
•
|
Eletropaulo issued new debt of
$354 million
; offset by repayments of
$211 million
;
|
•
|
DPL issued new debt of
$325 million
; more than offset by repayments of
$475 million
which includes a loss on extinguishment of debt of
$2 million
;
|
•
|
Panama issued new debt of
$300 million
, offset by repayments of
$287 million
which includes a loss on extinguishment of debt of
$15 million
;
|
•
|
Mong Duong drew
$203 million
under its construction loan facility;
|
•
|
Tietê issued new debt of
$153 million
, more than offset by repayments of
$226 million
;
|
•
|
Andres issued new debt of
$180 million
, offset by repayments of
$176 million
which includes a loss on extinguishment of debt of
$11 million
; and
|
•
|
Itabo made repayments of
$123 million
which includes a loss on extinguishment of debt of
$8 million
.
|
|
Primary Nature
of Default |
|
December 31, 2015
|
||||||
Subsidiary
|
Default
|
|
Net Assets
|
||||||
Maritza (Bulgaria)
|
Covenant
|
|
$
|
559
|
|
|
$
|
657
|
|
Sul (Brazil)
|
Covenant
|
|
333
|
|
|
439
|
|
||
Kavarna (Bulgaria)
|
Covenant
|
|
140
|
|
|
74
|
|
||
Sogrinsk (Kazakhstan)
|
Covenant
|
|
$
|
6
|
|
|
8
|
|
|
Total
|
|
|
$
|
1,038
|
|
|
|
RECOURSE DEBT
|
Interest Rate
|
|
Final Maturity
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|||
Senior Unsecured Note
|
7.75%
|
|
2015
|
|
$
|
—
|
|
|
$
|
151
|
|
Senior Unsecured Note
|
9.75%
|
|
2016
|
|
—
|
|
|
164
|
|
||
Senior Unsecured Note
|
8.00%
|
|
2017
|
|
181
|
|
|
525
|
|
||
Senior Unsecured Note
|
LIBOR + 3%
|
|
2019
|
|
775
|
|
|
775
|
|
||
Senior Unsecured Note
|
8.00%
|
|
2020
|
|
469
|
|
|
625
|
|
||
Senior Unsecured Note
|
7.38%
|
|
2021
|
|
1,000
|
|
|
1,000
|
|
||
Senior Unsecured Note
|
4.88%
|
|
2023
|
|
750
|
|
|
750
|
|
||
Senior Unsecured Note
|
5.50%
|
|
2024
|
|
750
|
|
|
750
|
|
||
Senior Unsecured Note
|
5.50%
|
|
2025
|
|
575
|
|
|
—
|
|
||
Term Convertible Trust Securities
|
6.75%
|
|
2029
|
|
517
|
|
|
517
|
|
||
Unamortized (Discounts)/Premiums
|
|
|
|
|
(2
|
)
|
|
1
|
|
||
SUBTOTAL
|
|
|
|
|
5,015
|
|
|
5,258
|
|
||
Less: Current maturities
|
|
|
|
|
—
|
|
|
(151
|
)
|
||
Total
|
|
|
|
|
$
|
5,015
|
|
|
$
|
5,107
|
|
December 31,
|
Net Principal Amounts Due
|
||
2016
|
$
|
—
|
|
2017
|
181
|
|
|
2018
|
—
|
|
|
2019
|
774
|
|
|
2020
|
469
|
|
|
Thereafter
|
3,591
|
|
|
Total recourse debt
|
$
|
5,015
|
|
|
Future Commitments for
|
||||||
December 31,
|
Capital Leases
|
|
Operating Leases
|
||||
2016
|
$
|
14
|
|
|
$
|
77
|
|
2017
|
12
|
|
|
78
|
|
||
2018
|
11
|
|
|
79
|
|
||
2019
|
10
|
|
|
80
|
|
||
2020
|
10
|
|
|
79
|
|
||
Thereafter
|
90
|
|
|
898
|
|
||
Total
|
147
|
|
|
$
|
1,291
|
|
|
Less: Imputed interest
|
90
|
|
|
|
|||
Present value of total minimum lease payments
|
$
|
57
|
|
|
|
Actual purchases during the year ended December 31,
|
Electricity Purchase Contracts
|
|
Fuel Purchase Contracts
|
|
Other Purchase Contracts
|
||||||
2013
|
$
|
2,665
|
|
|
$
|
1,590
|
|
|
$
|
1,743
|
|
2014
|
3,104
|
|
|
1,521
|
|
|
1,386
|
|
|||
2015
|
2,592
|
|
|
1,262
|
|
|
2,121
|
|
|||
Future commitments for the year ending December 31,
|
|
|
|
|
|
||||||
2016
|
$
|
2,623
|
|
|
$
|
1,120
|
|
|
$
|
1,332
|
|
2017
|
2,444
|
|
|
835
|
|
|
1,047
|
|
|||
2018
|
2,634
|
|
|
532
|
|
|
1,081
|
|
|||
2019
|
2,799
|
|
|
314
|
|
|
873
|
|
|||
2020
|
2,918
|
|
|
311
|
|
|
655
|
|
|||
Thereafter
|
24,176
|
|
|
2,141
|
|
|
4,395
|
|
|||
Total
|
$
|
37,594
|
|
|
$
|
5,253
|
|
|
$
|
9,383
|
|
Contingent Contractual Obligations
|
|
Amount
|
|
Number of Agreements
|
|
Maximum Exposure Range for Each Agreement
|
||
|
|
(in millions)
|
|
|
|
(in millions)
|
||
Guarantees and commitments
|
|
$
|
369
|
|
|
14
|
|
$1 - 53
|
Asset sale related indemnities
(1)
|
|
27
|
|
|
1
|
|
27
|
|
Cash collateralized letters of credit
|
|
32
|
|
|
4
|
|
$1 - 15
|
|
Letters of credit under the senior secured credit facility
|
|
62
|
|
|
7
|
|
<$1 - 29
|
|
Total
|
|
$
|
490
|
|
|
26
|
|
|
December 31,
|
|
2015
|
|
2014
|
||||||||||||
(in millions)
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||
CHANGE IN PROJECTED BENEFIT OBLIGATION:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation as of January 1
|
|
$
|
1,235
|
|
|
$
|
4,363
|
|
|
$
|
1,059
|
|
|
$
|
4,749
|
|
Service cost
|
|
16
|
|
|
15
|
|
|
14
|
|
|
16
|
|
||||
Interest cost
|
|
48
|
|
|
351
|
|
|
50
|
|
|
489
|
|
||||
Employee contributions
|
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
||||
Plan amendments
|
|
5
|
|
|
2
|
|
|
8
|
|
|
(3
|
)
|
||||
Plan settlements
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(61
|
)
|
|
(300
|
)
|
|
(59
|
)
|
|
(415
|
)
|
||||
Actuarial (gain) loss
|
|
(68
|
)
|
|
(160
|
)
|
|
163
|
|
|
87
|
|
||||
Effect of foreign currency exchange rate changes
|
|
—
|
|
|
(1,301
|
)
|
|
—
|
|
|
(564
|
)
|
||||
Benefit obligation as of December 31
|
|
$
|
1,172
|
|
|
$
|
2,973
|
|
|
$
|
1,235
|
|
|
$
|
4,363
|
|
CHANGE IN PLAN ASSETS:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets as of January 1
|
|
$
|
1,061
|
|
|
$
|
3,272
|
|
|
$
|
941
|
|
|
$
|
3,605
|
|
Actual return on plan assets
|
|
(7
|
)
|
|
182
|
|
|
123
|
|
|
360
|
|
||||
Employer contributions
|
|
31
|
|
|
89
|
|
|
56
|
|
|
135
|
|
||||
Employee contributions
|
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
||||
Plan settlements
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(61
|
)
|
|
(300
|
)
|
|
(59
|
)
|
|
(415
|
)
|
||||
Effect of foreign currency exchange rate changes
|
|
—
|
|
|
(962
|
)
|
|
—
|
|
|
(417
|
)
|
||||
Fair value of plan assets as of December 31
|
|
$
|
1,021
|
|
|
$
|
2,284
|
|
|
$
|
1,061
|
|
|
$
|
3,272
|
|
RECONCILIATION OF FUNDED STATUS
|
|
|
|
|
|
|
|
|
||||||||
Funded status as of December 31
|
|
$
|
(151
|
)
|
|
$
|
(689
|
)
|
|
$
|
(174
|
)
|
|
$
|
(1,091
|
)
|
December 31,
|
|
2015
|
|
2014
|
||||||||||||
AMOUNTS RECOGNIZED ON THE CONSOLIDATED BALANCE SHEETS
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Accrued benefit liability—current
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
||||
Accrued benefit liability—noncurrent
|
|
(151
|
)
|
|
(751
|
)
|
|
(174
|
)
|
|
(1,138
|
)
|
||||
Net amount recognized at end of year
|
|
$
|
(151
|
)
|
|
$
|
(689
|
)
|
|
$
|
(174
|
)
|
|
$
|
(1,091
|
)
|
December 31,
|
2015
|
|
2014
|
|
||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
||||||||
Accumulated Benefit Obligation
|
$
|
1,150
|
|
|
$
|
2,931
|
|
|
$
|
1,208
|
|
|
$
|
4,301
|
|
|
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
1,172
|
|
|
$
|
2,683
|
|
|
$
|
1,235
|
|
|
$
|
4,021
|
|
|
Accumulated benefit obligation
|
1,150
|
|
|
2,656
|
|
|
1,208
|
|
|
3,979
|
|
|
||||
Fair value of plan assets
|
1,021
|
|
|
1,931
|
|
|
1,061
|
|
|
2,885
|
|
|
||||
Information for pension plans with a projected benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
1,172
|
|
|
$
|
2,697
|
|
(1)
|
$
|
1,235
|
|
|
$
|
4,038
|
|
(1)
|
Fair value of plan assets
|
1,021
|
|
|
1,942
|
|
(1)
|
1,061
|
|
|
2,897
|
|
(1)
|
(1)
|
$686 million
and
$1.1 billion
of the total net unfunded projected benefit obligation is due to Eletropaulo in Brazil as of December 31, 2015 and 2014, respectively.
|
December 31,
|
2015
|
|
2014
|
|
||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
||||
Benefit Obligation:
|
|
|
|
|
|
|
|
|
||||
Discount rates
|
4.44
|
%
|
|
11.37
|
%
|
(2)
|
4.04
|
%
|
|
10.47
|
%
|
(2)
|
Rates of compensation increase
|
3.34
|
%
|
(1)
|
6.32
|
%
|
|
3.94
|
%
|
(1)
|
6.41
|
%
|
|
Periodic Benefit Cost:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.04
|
%
|
|
10.47
|
%
|
|
4.89
|
%
|
|
10.80
|
%
|
|
Expected long-term rate of return on plan assets
|
6.67
|
%
|
|
9.77
|
%
|
|
6.92
|
%
|
|
10.44
|
%
|
|
Rate of compensation increase
|
3.94
|
%
|
(1)
|
6.41
|
%
|
|
3.94
|
%
|
(1)
|
6.44
|
%
|
|
(1)
|
A U.S. subsidiary of the Company has defined benefit obligations of
$6 million
and
$748 million
as of December 31,
2015
and
2014
, respectively, for which salary bands, rather than rates of compensation increases, are used to determine future benefit costs. Rates of compensation increases in the table above do not include amounts related to these specific defined benefit plans. A plan with a defined benefit obligation of
$742 million
at December 31, 2014 and which used salary bands at that date is using a rate of compensation increase as at December 31, 2015. The rate of compensation increase for this plan is included in the weighted average in the above table for calculating the benefit obligation as at December 31, 2015, but is not included in the weighted average for calculating the benefit obligation as at December 31, 2014 or the periodic benefit cost for 2014 or 2015.
|
(2)
|
Includes an inflation factor that is used to calculate future periodic benefit cost, but is not used to calculate the benefit obligation.
|
Increase of 1% in the discount rate
|
|
$
|
(32
|
)
|
Decrease of 1% in the discount rate
|
|
27
|
|
|
Increase of 1% in the long-term rate of return on plan assets
|
|
(36
|
)
|
|
Decrease of 1% in the long-term rate of return on plan assets
|
|
36
|
|
December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Components of Net Periodic Benefit Cost:
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||
Service cost
|
|
$
|
16
|
|
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
26
|
|
Interest cost
|
|
48
|
|
|
351
|
|
|
50
|
|
|
489
|
|
|
46
|
|
|
515
|
|
||||||
Expected return on plan assets
|
|
(70
|
)
|
|
(247
|
)
|
|
(67
|
)
|
|
(362
|
)
|
|
(64
|
)
|
|
(484
|
)
|
||||||
Amortization of prior service cost
|
|
7
|
|
|
—
|
|
|
6
|
|
|
(1
|
)
|
|
5
|
|
|
—
|
|
||||||
Amortization of net loss
|
|
20
|
|
|
28
|
|
|
13
|
|
|
37
|
|
|
23
|
|
|
77
|
|
||||||
Settlement gain recognized
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total pension cost
|
|
$
|
21
|
|
|
$
|
147
|
|
|
$
|
16
|
|
|
$
|
180
|
|
|
$
|
26
|
|
|
$
|
134
|
|
December 31, 2015
|
Accumulated Other Comprehensive Income (Loss)
|
|
Amounts expected to be reclassified to earnings in next fiscal year
|
||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||
Prior service cost
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrecognized net actuarial gain (loss)
|
(6
|
)
|
|
(1,092
|
)
|
|
—
|
|
|
(18
|
)
|
||||
Total
|
$
|
(6
|
)
|
|
$
|
(1,097
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
|
|
|
|
Percentage of Plan Assets as of December 31,
|
|||||||||||
|
Target Allocations
|
|
2015
|
|
2014
|
|||||||||||
Asset Category
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|||||
Equity securities
|
46
|
%
|
|
15% -29%
|
|
44.76
|
%
|
|
13.23
|
%
|
|
44.02
|
%
|
|
16.28
|
%
|
Debt securities
|
50
|
%
|
|
60% - 85%
|
|
50.05
|
%
|
|
81.10
|
%
|
|
50.90
|
%
|
|
78.85
|
%
|
Real estate
|
2
|
%
|
|
0% - 3%
|
|
2.94
|
%
|
|
3.24
|
%
|
|
2.45
|
%
|
|
3.15
|
%
|
Other
|
2
|
%
|
|
0% - 5%
|
|
2.25
|
%
|
|
2.43
|
%
|
|
2.63
|
%
|
|
1.72
|
%
|
Total pension assets
|
|
|
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
•
|
maintenance of sufficient income and liquidity to pay retirement benefits and other lump sum payments;
|
•
|
long-term rate of return in excess of the annualized inflation rate;
|
•
|
long-term rate of return, net of relevant fees, that meets or exceeds the assumed actuarial rate; and
|
•
|
long-term competitive rate of return on investments, net of expenses, that equals or exceeds various benchmark rates.
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
U.S. Plans
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Equity securities
—
|
Mutual funds
|
457
|
|
|
—
|
|
|
—
|
|
|
457
|
|
|
467
|
|
|
—
|
|
|
—
|
|
|
467
|
|
||||||||
Debt securities —
|
Government debt securities
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
||||||||
|
Mutual funds
(1)
|
458
|
|
|
—
|
|
|
—
|
|
|
458
|
|
|
473
|
|
|
—
|
|
|
—
|
|
|
473
|
|
||||||||
Real Estate
—
|
Real Estate
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
||||||||
Other
—
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||||
|
Other investments
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||||||
|
Total plan assets
|
$
|
968
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
1,021
|
|
|
$
|
1,011
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
1,061
|
|
(1)
|
Mutual funds categorized as debt securities consist of mutual funds for which debt securities are the primary underlying investment.
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
Foreign Plans
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Equity securities
—
|
Common stock
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
Mutual funds
|
167
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
274
|
|
|
—
|
|
|
—
|
|
|
274
|
|
||||||||
|
Private equity
(1)
|
—
|
|
|
—
|
|
|
126
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
237
|
|
|
237
|
|
||||||||
Debt securities
—
|
Certificates of deposit
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
|
Unsecured debentures
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||||
|
Government debt securities
|
11
|
|
|
79
|
|
|
—
|
|
|
90
|
|
|
12
|
|
|
98
|
|
|
—
|
|
|
110
|
|
||||||||
|
Mutual funds
(2)
|
218
|
|
|
1,535
|
|
|
—
|
|
|
1,753
|
|
|
215
|
|
|
2,236
|
|
|
—
|
|
|
2,451
|
|
||||||||
|
Other debt securities
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||||
Real estate
—
|
Real estate
(1)
|
—
|
|
|
—
|
|
|
74
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|
103
|
|
||||||||
Other
—
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
|
Participant loans
(3)
|
—
|
|
|
—
|
|
|
37
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
52
|
|
||||||||
|
Other assets
|
16
|
|
|
—
|
|
|
3
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||||
|
Total plan assets
|
$
|
421
|
|
|
$
|
1,623
|
|
|
$
|
240
|
|
|
$
|
2,284
|
|
|
$
|
523
|
|
|
$
|
2,353
|
|
|
$
|
396
|
|
|
$
|
3,272
|
|
(1)
|
Plan assets of our Brazilian subsidiaries are invested in private equities and commercial real estate through the plan administrator in Brazil. The fair value of these assets is determined using the income approach through annual appraisals based on a discounted cash flow analysis.
|
(2)
|
Mutual funds categorized as debt securities consist of mutual funds for which debt securities are the primary underlying investment.
|
(3)
|
Loans to participants are stated at cost, which approximates fair value.
|
December 31,
|
|
2015
|
|
2014
|
||||
Balance at January 1
|
|
$
|
396
|
|
|
$
|
530
|
|
Actual return on plan assets:
|
|
|
|
|
||||
Returns relating to assets still held at reporting date
|
|
(36
|
)
|
|
(87
|
)
|
||
Purchases, sales and settlements, net
|
|
—
|
|
|
1
|
|
||
Transfers of (assets) liabilities into Level 3
|
|
—
|
|
|
5
|
|
||
Change due to exchange rate changes
|
|
(120
|
)
|
|
(53
|
)
|
||
Balance at December 31
|
|
$
|
240
|
|
|
$
|
396
|
|
|
|
U.S.
|
|
Foreign
|
||||
Expected employer contribution in 2016
|
|
$
|
22
|
|
|
$
|
100
|
|
Expected benefit payments for fiscal year ending:
|
|
|
|
|
||||
2016
|
|
65
|
|
|
268
|
|
||
2017
|
|
67
|
|
|
277
|
|
||
2018
|
|
69
|
|
|
289
|
|
||
2019
|
|
71
|
|
|
299
|
|
||
2020
|
|
73
|
|
|
309
|
|
||
2021 - 2025
|
|
380
|
|
|
1,686
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Net income attributable to The AES Corporation
|
|
$
|
306
|
|
|
$
|
769
|
|
Transfers from the noncontrolling interest:
|
|
|
|
|
||||
Net increase in The AES Corporation's paid-in capital for sale of subsidiary shares
|
|
323
|
|
|
29
|
|
||
Additional paid-in capital, IPALCO shares, transferred to redeemable stock of subsidiaries
(1)
|
|
(377
|
)
|
|
—
|
|
||
Increase in The AES Corporation's paid-in capital for purchase of subsidiary shares
|
|
—
|
|
|
7
|
|
||
Net transfers (to) from noncontrolling interest
|
|
(54
|
)
|
|
36
|
|
||
Change from net income attributable to The AES Corporation and transfers (to) from noncontrolling interests
|
|
$
|
252
|
|
|
$
|
805
|
|
|
Foreign currency translation adjustment, net
|
|
Unrealized derivative losses, net
|
|
Unfunded pension obligations, net
|
|
Total
|
||||||||
Balance at the beginning of the period
|
$
|
(2,595
|
)
|
|
$
|
(396
|
)
|
|
$
|
(295
|
)
|
|
$
|
(3,286
|
)
|
Other comprehensive (loss) income before reclassifications
|
(674
|
)
|
|
(5
|
)
|
|
19
|
|
|
(660
|
)
|
||||
Amount reclassified to earnings
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
2
|
|
|
50
|
|
|
Other comprehensive (loss) income
|
(674
|
)
|
|
43
|
|
|
21
|
|
|
(610
|
)
|
||||
Cumulative effect of a change in accounting principle
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Balance at the end of the period
|
(3,256
|
)
|
|
(353
|
)
|
|
(274
|
)
|
|
(3,883
|
)
|
Details About
|
|
|
|
December 31,
|
||||||||||
AOCL Components
|
|
Affected Line Item in the Consolidated Statements of Operations
|
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign currency translation adjustment, net
|
|
|
|
|
||||||||||
|
|
Gain on sale of businesses
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(2
|
)
|
|
|
Net loss from disposal and impairments of discontinued operations
|
|
—
|
|
|
(38
|
)
|
|
(35
|
)
|
|||
|
|
Net income attributable to The AES Corporation
|
|
$
|
—
|
|
|
$
|
(34
|
)
|
|
$
|
(37
|
)
|
Unrealized derivative gains (losses), net
|
|
|
|
|
||||||||||
|
|
Non-regulated revenue
|
|
$
|
43
|
|
|
$
|
30
|
|
|
$
|
(3
|
)
|
|
|
Non-regulated cost of sales
|
|
(14
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|||
|
|
Interest expense
|
|
(112
|
)
|
|
(139
|
)
|
|
(137
|
)
|
|||
|
|
Gain on sale of businesses
|
|
(4
|
)
|
|
—
|
|
|
(21
|
)
|
|||
|
|
Foreign currency transaction gains (losses)
|
|
12
|
|
|
(9
|
)
|
|
(6
|
)
|
|||
|
|
Income from continuing operations before taxes and equity in earnings of affiliates
|
|
(75
|
)
|
|
(122
|
)
|
|
(174
|
)
|
|||
|
|
Income tax expense
|
|
11
|
|
|
26
|
|
|
41
|
|
|||
|
|
Net equity in earnings of affiliates
|
|
(2
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|||
|
|
Income from continuing operations
|
|
(66
|
)
|
|
(99
|
)
|
|
(139
|
)
|
|||
|
|
Less: (Income) from continuing operations attributable to noncontrolling interests
|
|
18
|
|
|
27
|
|
|
11
|
|
|||
|
|
Net income attributable to The AES Corporation
|
|
$
|
(48
|
)
|
|
$
|
(72
|
)
|
|
$
|
(128
|
)
|
Amortization of defined benefit pension actuarial loss, net
|
|
|
|
|
||||||||||
|
|
Regulated cost of sales
|
|
$
|
(25
|
)
|
|
$
|
(33
|
)
|
|
$
|
(73
|
)
|
|
|
Non-regulated cost of sales
|
|
2
|
|
|
(5
|
)
|
|
(4
|
)
|
|||
|
|
General and administrative expenses
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|||
|
|
Income from continuing operations before taxes and equity in earnings of affiliates
|
|
(25
|
)
|
|
(38
|
)
|
|
(78
|
)
|
|||
|
|
Income tax expense
|
|
9
|
|
|
7
|
|
|
26
|
|
|||
|
|
Income from continuing operations
|
|
(16
|
)
|
|
(31
|
)
|
|
(52
|
)
|
|||
|
|
Net loss from disposal and impairments of discontinued operations
|
|
—
|
|
|
2
|
|
|
—
|
|
|||
|
|
Net Income
|
|
(16
|
)
|
|
(29
|
)
|
|
(52
|
)
|
|||
|
|
Less: (Income) from continuing operations attributable to noncontrolling interests
|
|
14
|
|
|
19
|
|
|
39
|
|
|||
|
|
Net income attributable to The AES Corporation
|
|
$
|
(2
|
)
|
|
$
|
(10
|
)
|
|
$
|
(13
|
)
|
Total reclassifications for the period, net of income tax and noncontrolling interests
|
|
$
|
(50
|
)
|
|
$
|
(116
|
)
|
|
$
|
(178
|
)
|
(1)
|
Amounts in parentheses indicate debits to the Consolidated Statements of Operations.
|
Revenue
Year Ended December 31,
|
Total Revenue
|
|
Intersegment
|
|
External Revenue
|
||||||||||||||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||
US SBU
|
$
|
3,593
|
|
|
$
|
3,826
|
|
|
$
|
3,630
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,593
|
|
|
$
|
3,826
|
|
|
$
|
3,630
|
|
Andes SBU
|
2,489
|
|
|
2,642
|
|
|
2,639
|
|
|
(10
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
2,479
|
|
|
2,638
|
|
|
2,638
|
|
|||||||||
Brazil SBU
|
4,666
|
|
|
6,009
|
|
|
5,015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,666
|
|
|
6,009
|
|
|
5,015
|
|
|||||||||
MCAC SBU
|
2,353
|
|
|
2,682
|
|
|
2,713
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
2,351
|
|
|
2,680
|
|
|
2,712
|
|
|||||||||
Europe SBU
|
1,191
|
|
|
1,439
|
|
|
1,347
|
|
|
(4
|
)
|
|
(6
|
)
|
|
—
|
|
|
1,187
|
|
|
1,433
|
|
|
1,347
|
|
|||||||||
Asia SBU
|
684
|
|
|
558
|
|
|
550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
684
|
|
|
558
|
|
|
550
|
|
|||||||||
Corporate and Other
|
31
|
|
|
15
|
|
|
7
|
|
|
(28
|
)
|
|
(13
|
)
|
|
(8
|
)
|
|
3
|
|
|
2
|
|
|
(1
|
)
|
|||||||||
Total Revenue
|
$
|
15,007
|
|
|
$
|
17,171
|
|
|
$
|
15,901
|
|
|
$
|
(44
|
)
|
|
$
|
(25
|
)
|
|
$
|
(10
|
)
|
|
$
|
14,963
|
|
|
$
|
17,146
|
|
|
$
|
15,891
|
|
Adjusted Pretax Contribution
Year Ended December 31, |
Total Adjusted PTC
|
|
Intersegment
|
|
External Adjusted PTC
|
||||||||||||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||
US SBU
|
$
|
360
|
|
|
$
|
445
|
|
|
440
|
|
|
$
|
12
|
|
|
$
|
10
|
|
|
11
|
|
|
$
|
372
|
|
|
$
|
455
|
|
|
$
|
451
|
|
Andes SBU
|
482
|
|
|
421
|
|
|
353
|
|
|
17
|
|
|
6
|
|
|
19
|
|
|
499
|
|
|
427
|
|
|
372
|
|
|||||||
Brazil SBU
|
91
|
|
|
242
|
|
|
212
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|
93
|
|
|
245
|
|
|
215
|
|
|||||||
MCAC SBU
|
327
|
|
|
352
|
|
|
339
|
|
|
18
|
|
|
26
|
|
|
12
|
|
|
345
|
|
|
378
|
|
|
351
|
|
|||||||
Europe SBU
|
235
|
|
|
348
|
|
|
345
|
|
|
5
|
|
|
5
|
|
|
7
|
|
|
240
|
|
|
353
|
|
|
352
|
|
|||||||
Asia SBU
|
96
|
|
|
46
|
|
|
142
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
99
|
|
|
48
|
|
|
144
|
|
|||||||
Corporate and Other
|
(441
|
)
|
|
(533
|
)
|
|
(624
|
)
|
|
(57
|
)
|
|
(52
|
)
|
|
(54
|
)
|
|
(498
|
)
|
|
(585
|
)
|
|
(678
|
)
|
|||||||
Total Adjusted Pretax Contribution
|
1,150
|
|
|
1,321
|
|
|
1,207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,150
|
|
|
1,321
|
|
|
1,207
|
|
|
Total Assets
|
|
Depreciation and Amortization
|
|
Capital Expenditures
|
||||||||||||||||||||||||||||||
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
US SBU
|
$
|
9,844
|
|
|
$
|
10,062
|
|
|
$
|
9,952
|
|
|
$
|
443
|
|
|
$
|
450
|
|
|
$
|
440
|
|
|
$
|
861
|
|
|
$
|
534
|
|
|
$
|
426
|
|
Andes SBU
|
8,744
|
|
|
7,888
|
|
|
7,356
|
|
|
175
|
|
|
182
|
|
|
186
|
|
|
949
|
|
|
702
|
|
|
471
|
|
|||||||||
Brazil SBU
|
6,422
|
|
|
8,439
|
|
|
8,388
|
|
|
185
|
|
|
260
|
|
|
259
|
|
|
299
|
|
|
416
|
|
|
588
|
|
|||||||||
MCAC SBU
|
4,830
|
|
|
4,948
|
|
|
5,075
|
|
|
155
|
|
|
144
|
|
|
145
|
|
|
201
|
|
|
192
|
|
|
111
|
|
|||||||||
Europe SBU
|
3,127
|
|
|
3,525
|
|
|
4,191
|
|
|
134
|
|
|
154
|
|
|
155
|
|
|
118
|
|
|
228
|
|
|
341
|
|
|||||||||
Asia SBU
|
3,197
|
|
|
2,972
|
|
|
2,810
|
|
|
32
|
|
|
32
|
|
|
33
|
|
|
13
|
|
|
429
|
|
|
576
|
|
|||||||||
Assets held-for-sale
|
96
|
|
|
—
|
|
|
1,718
|
|
|
—
|
|
|
(1
|
)
|
|
55
|
|
|
—
|
|
|
13
|
|
|
52
|
|
|||||||||
Corporate and Other
|
590
|
|
|
1,132
|
|
|
921
|
|
|
20
|
|
|
24
|
|
|
21
|
|
|
17
|
|
|
30
|
|
|
14
|
|
|||||||||
Total
|
$
|
36,850
|
|
|
$
|
38,966
|
|
|
$
|
40,411
|
|
|
$
|
1,144
|
|
|
$
|
1,245
|
|
|
$
|
1,294
|
|
|
$
|
2,458
|
|
|
$
|
2,544
|
|
|
$
|
2,579
|
|
|
Interest Income
|
|
Interest Expense
|
||||||||||||||||||||
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
US SBU
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
262
|
|
|
$
|
285
|
|
|
$
|
290
|
|
Andes SBU
|
77
|
|
|
87
|
|
|
37
|
|
|
154
|
|
|
160
|
|
|
135
|
|
||||||
Brazil SBU
|
299
|
|
|
249
|
|
|
210
|
|
|
349
|
|
|
331
|
|
|
364
|
|
||||||
MCAC SBU
|
30
|
|
|
26
|
|
|
20
|
|
|
179
|
|
|
178
|
|
|
138
|
|
||||||
Europe SBU
|
1
|
|
|
1
|
|
|
2
|
|
|
73
|
|
|
98
|
|
|
80
|
|
||||||
Asia SBU
|
115
|
|
|
2
|
|
|
6
|
|
|
85
|
|
|
25
|
|
|
30
|
|
||||||
Corporate and Other
|
2
|
|
|
—
|
|
|
—
|
|
|
334
|
|
|
394
|
|
|
445
|
|
||||||
Total
|
$
|
524
|
|
|
$
|
365
|
|
|
$
|
275
|
|
|
$
|
1,436
|
|
|
$
|
1,471
|
|
|
$
|
1,482
|
|
|
Investments in and Advances to Affiliates
|
|
Equity in Earnings (Losses)
|
||||||||||||||||||||
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
US SBU
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Andes SBU
|
345
|
|
|
287
|
|
|
248
|
|
|
83
|
|
|
42
|
|
|
44
|
|
||||||
Brazil SBU
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
MCAC SBU
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Europe SBU
|
53
|
|
|
54
|
|
|
286
|
|
|
10
|
|
|
(25
|
)
|
|
(5
|
)
|
||||||
Asia SBU
|
195
|
|
|
194
|
|
|
186
|
|
|
8
|
|
|
10
|
|
|
10
|
|
||||||
Corporate and Other
|
16
|
|
|
1
|
|
|
289
|
|
|
4
|
|
|
(8
|
)
|
|
(28
|
)
|
||||||
Total
|
$
|
610
|
|
|
$
|
537
|
|
|
$
|
1,010
|
|
|
$
|
105
|
|
|
$
|
19
|
|
|
$
|
25
|
|
|
Revenue
|
|
Property, Plant & Equipment, net
|
||||||||||||||||
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||||
United States
(1)
|
$
|
3,597
|
|
|
$
|
3,828
|
|
|
$
|
3,630
|
|
|
$
|
8,028
|
|
|
$
|
7,713
|
|
Non-U.S.:
|
|
|
|
|
|
|
|
|
|
||||||||||
Brazil
|
4,666
|
|
|
6,009
|
|
|
5,015
|
|
|
3,286
|
|
|
4,725
|
|
|||||
Chile
|
1,523
|
|
|
1,624
|
|
|
1,569
|
|
|
4,596
|
|
|
4,012
|
|
|||||
El Salvador
|
736
|
|
|
832
|
|
|
860
|
|
|
318
|
|
|
304
|
|
|||||
Dominican Republic
|
632
|
|
|
802
|
|
|
832
|
|
|
783
|
|
|
702
|
|
|||||
Colombia
|
557
|
|
|
552
|
|
|
523
|
|
|
446
|
|
|
430
|
|
|||||
Philippines
|
406
|
|
|
451
|
|
|
497
|
|
|
736
|
|
|
752
|
|
|||||
Argentina
|
399
|
|
|
463
|
|
|
545
|
|
|
193
|
|
|
222
|
|
|||||
United Kingdom
|
396
|
|
|
533
|
|
|
558
|
|
|
191
|
|
|
324
|
|
|||||
Mexico
|
383
|
|
|
434
|
|
|
440
|
|
|
716
|
|
|
733
|
|
|||||
Bulgaria
|
382
|
|
|
410
|
|
|
422
|
|
|
1,259
|
|
|
1,457
|
|
|||||
Puerto Rico
|
302
|
|
|
348
|
|
|
328
|
|
|
599
|
|
|
551
|
|
|||||
Panama
|
297
|
|
|
263
|
|
|
250
|
|
|
1,028
|
|
|
1,030
|
|
|||||
Jordan
|
248
|
|
|
262
|
|
|
142
|
|
|
470
|
|
|
484
|
|
|||||
Vietnam
(2)
|
233
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1,491
|
|
|||||
Kazakhstan
|
155
|
|
|
161
|
|
|
156
|
|
|
146
|
|
|
206
|
|
|||||
Sri Lanka
|
45
|
|
|
107
|
|
|
53
|
|
|
—
|
|
|
7
|
|
|||||
Cameroon
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Ukraine
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other Non-U.S.
(5)
|
6
|
|
|
67
|
|
|
71
|
|
|
19
|
|
|
8
|
|
|||||
Total Non-U.S.
|
11,366
|
|
|
13,318
|
|
|
12,261
|
|
|
14,788
|
|
|
17,438
|
|
|||||
Total
|
$
|
14,963
|
|
|
$
|
17,146
|
|
|
$
|
15,891
|
|
|
$
|
22,816
|
|
|
$
|
25,151
|
|
(1)
|
Excludes revenue of
$2 million
and $
23 million
for the years ended
December 31, 2014
and
2013
, respectively, related to Condon and Mid-West Wind, which are reflected as discontinued operations in the accompanying Consolidated Statements of Operations.
|
(2)
|
Property, plant & equipment as of December 31, 2015 includes the impact of adopting ASU No. 2014-05,
Service Concession Arrangements
, on a modified retrospective basis as of January 1, 2015. See Note
1
—
General and Summary of Significant Accounting Policies
for more information.
|
(3)
|
Excludes revenue of $
230 million
and $
473 million
for the years ended
December 31, 2014
and
2013
, respectively, related to Sonel, which is reflected as discontinued
|
(4)
|
Excludes revenue of $
187 million
for the years ended
December 31, 2013
related to Kievoblenergo and Rivnooblenergo, which are reflected as discontinued operations in the accompanying Consolidated Statements of Operations.
|
(5)
|
Excludes revenue of $
6 million
for the years ended
December 31, 2013
related to Saurashtra, which is reflected as discontinued operations in the accompanying Consolidated Statements of Operations.
|
December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Expected volatility
|
|
25
|
%
|
|
24
|
%
|
|
23
|
%
|
|||
Expected annual dividend yield
|
|
3
|
%
|
|
1
|
%
|
|
1
|
%
|
|||
Expected option term (years)
|
|
7
|
|
|
6
|
|
|
6
|
|
|||
Risk-free interest rate
|
|
1.86
|
%
|
|
1.86
|
%
|
|
1.13
|
%
|
|||
Fair value at grant date
|
|
$
|
2.07
|
|
|
$
|
3.26
|
|
|
$
|
2.23
|
|
December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Pretax compensation expense
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
2
|
|
Tax benefit
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Stock options expense, net of tax
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
1
|
|
Total intrinsic value of options exercised
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
5
|
|
Total fair value of options vested
|
|
3
|
|
|
2
|
|
|
2
|
|
|||
Cash received from the exercise of stock options
|
|
5
|
|
|
3
|
|
|
13
|
|
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at December 31, 2014
|
|
7,062
|
|
|
$
|
14.83
|
|
|
|
|
|
||
Exercised
|
|
(419
|
)
|
|
10.76
|
|
|
|
|
|
|||
Forfeited and expired
|
|
(1,347
|
)
|
|
17.49
|
|
|
|
|
|
|||
Granted
|
|
1,859
|
|
|
11.89
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
|
7,155
|
|
|
$
|
13.81
|
|
|
6
|
|
$
|
1
|
|
Vested and expected to vest at December 31, 2015
|
|
6,771
|
|
|
$
|
13.88
|
|
|
5.8
|
|
$
|
1
|
|
Eligible for exercise at December 31, 2015
|
|
4,292
|
|
|
$
|
14.70
|
|
|
4.1
|
|
$
|
1
|
|
December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
RSU expense before income tax
|
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
12
|
|
Tax benefit
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
RSU expense, net of tax
|
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Total value of RSUs converted
(1)
|
|
$
|
16
|
|
|
$
|
25
|
|
|
$
|
10
|
|
Total fair value of RSUs vested
|
|
$
|
12
|
|
|
$
|
13
|
|
|
$
|
12
|
|
(1)
|
Amount represents fair market value on the date of conversion.
|
|
|
RSUs
|
|
Weighted Average Grant Date Fair Values
|
|
Weighted Average Remaining Vesting Term
|
|||
Nonvested at December 31, 2014
|
|
1,997
|
|
|
$
|
13.20
|
|
|
|
Vested
|
|
(954
|
)
|
|
13.01
|
|
|
|
|
Forfeited and expired
|
|
(236
|
)
|
|
12.71
|
|
|
|
|
Granted
|
|
1,585
|
|
|
12.03
|
|
|
|
|
Nonvested at December 31, 2015
|
|
2,392
|
|
|
$
|
12.55
|
|
|
1.7
|
Vested at December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
|
Vested and expected to vest at December 31, 2015
|
|
2,105
|
|
|
$
|
12.55
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
RSUs vested during the year
|
|
954
|
|
|
1,037
|
|
|
942
|
|
RSUs converted during the year, net of shares withheld for taxes
|
|
1,238
|
|
|
1,734
|
|
|
905
|
|
Shares withheld for taxes
|
|
549
|
|
|
796
|
|
|
407
|
|
December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
PSU expense before income tax
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
4
|
|
Tax benefit
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
PSU expense, net of tax
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
3
|
|
Total value of PSUs converted
(1)
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Total fair value of PSUs vested
|
|
3
|
|
|
1
|
|
|
—
|
|
(1)
|
Amount represents fair market value on the date of conversion.
|
|
|
PSUs
|
|
Weighted Average Grant Date Fair Values
|
|
Weighted Average Remaining Vesting Term
|
|||
Nonvested at December 31, 2014
|
|
1,331
|
|
|
$
|
14.27
|
|
|
|
Vested
|
|
(161
|
)
|
|
16.73
|
|
|
|
|
Forfeited and expired
|
|
(245
|
)
|
|
15.27
|
|
|
|
|
Granted
|
|
626
|
|
|
10.06
|
|
|
|
|
Nonvested at December 31, 2015
|
|
1,551
|
|
|
$
|
12.16
|
|
|
1.2
|
Vested at December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
|
Vested and expected to vest at December 31, 2015
|
|
1,298
|
|
|
11.92
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
PSUs vested during the year
|
|
161
|
|
|
85
|
|
|
—
|
|
PSUs converted during the year, net of shares withheld for taxes
|
|
96
|
|
|
287
|
|
|
—
|
|
Shares withheld for taxes
|
|
65
|
|
|
141
|
|
|
—
|
|
|
|
December 31,
|
||||||
Redeemable stock of subsidiaries (in millions)
|
|
2015
|
|
2014
|
||||
Additional paid-in capital, IPALCO shares
|
|
$
|
377
|
|
|
$
|
—
|
|
Book value, IPALCO shares - noncontrolling interest
|
|
83
|
|
|
—
|
|
||
Total fair value of consideration received
(1)
|
|
460
|
|
|
—
|
|
||
IPL cumulative preferred stock
|
|
60
|
|
|
60
|
|
||
DPL cumulative preferred stock
|
|
18
|
|
|
18
|
|
||
Total cumulative preferred stock of subsidiaries
(2)
|
|
78
|
|
|
78
|
|
||
Total redeemable stock of subsidiaries
|
|
$
|
538
|
|
|
$
|
78
|
|
Years Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Contract termination
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
60
|
|
Gain on sale of assets
|
19
|
|
|
68
|
|
|
12
|
|
|||
Allowance for Funds Used During Construction (US Utilities)
|
17
|
|
|
9
|
|
|
6
|
|
|||
Contingency reversal
|
—
|
|
|
18
|
|
|
10
|
|
|||
Gain on extinguishment of tax and other liabilities
|
—
|
|
|
—
|
|
|
9
|
|
|||
Other
|
27
|
|
|
29
|
|
|
28
|
|
|||
Total other income
|
$
|
83
|
|
|
$
|
124
|
|
|
$
|
125
|
|
Years Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Loss on sale and disposal of assets
|
$
|
48
|
|
|
$
|
47
|
|
|
$
|
51
|
|
Legal contingency
|
9
|
|
|
11
|
|
|
9
|
|
|||
Contract termination
|
—
|
|
|
—
|
|
|
7
|
|
|||
Other
|
8
|
|
|
10
|
|
|
9
|
|
|||
Total other expense
|
$
|
65
|
|
|
$
|
68
|
|
|
$
|
76
|
|
Years ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Kilroot
|
|
$
|
121
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Buffalo Gap III
|
|
116
|
|
|
—
|
|
|
—
|
|
|||
U.K. Wind
|
|
37
|
|
|
12
|
|
|
—
|
|
|||
Ebute
|
|
—
|
|
|
67
|
|
|
—
|
|
|||
East Bend (DP&L)
|
|
—
|
|
|
12
|
|
|
—
|
|
|||
Beaver Valley
|
|
—
|
|
|
—
|
|
|
46
|
|
|||
Conesville (DP&L)
|
|
—
|
|
|
—
|
|
|
26
|
|
|||
Itabo (San Lorenzo)
|
|
—
|
|
|
—
|
|
|
16
|
|
|||
Other
|
|
11
|
|
|
—
|
|
|
7
|
|
|||
Total asset impairment expense
|
|
$
|
285
|
|
|
$
|
91
|
|
|
$
|
95
|
|
December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Federal
—
|
Current
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
(28
|
)
|
|
Deferred
|
(56
|
)
|
|
(121
|
)
|
|
(110
|
)
|
|||
State
—
|
Current
|
1
|
|
|
1
|
|
|
1
|
|
|||
|
Deferred
|
(5
|
)
|
|
1
|
|
|
1
|
|
|||
Foreign
—
|
Current
|
505
|
|
|
457
|
|
|
509
|
|
|||
|
Deferred
|
11
|
|
|
81
|
|
|
(30
|
)
|
|||
Total
|
|
$
|
465
|
|
|
$
|
419
|
|
|
$
|
343
|
|
December 31,
|
|
2015
|
|
2014
|
|
2013
|
|||
Statutory Federal tax rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State taxes, net of Federal tax benefit
|
|
(5
|
)%
|
|
(1
|
)%
|
|
(3
|
)%
|
Taxes on foreign earnings
|
|
3
|
%
|
|
(14
|
)%
|
|
(4
|
)%
|
Valuation allowance
|
|
(5
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
Uncertain tax positions
|
|
—
|
%
|
|
—
|
%
|
|
(5
|
)%
|
Bad debt deduction
|
|
—
|
%
|
|
—
|
%
|
|
(3
|
)%
|
Change in tax law
|
|
—
|
%
|
|
4
|
%
|
|
(1
|
)%
|
Goodwill impairment
|
|
10
|
%
|
|
4
|
%
|
|
12
|
%
|
Other—net
|
|
3
|
%
|
|
—
|
%
|
|
2
|
%
|
Effective tax rate
|
|
41
|
%
|
|
27
|
%
|
|
33
|
%
|
|
|
2015
|
|
2014
|
||||
Income taxes receivable—current
|
|
$
|
167
|
|
|
$
|
217
|
|
Total income taxes receivable
|
|
$
|
167
|
|
|
$
|
217
|
|
Income taxes payable—current
|
|
$
|
264
|
|
|
$
|
299
|
|
Income taxes payable—noncurrent
|
|
35
|
|
|
2
|
|
||
Total income taxes payable
|
|
$
|
299
|
|
|
$
|
301
|
|
|
|
2015
|
|
2014
|
||||
Differences between book and tax basis of property
|
|
$
|
(2,240
|
)
|
|
$
|
(2,364
|
)
|
Other taxable temporary differences
|
|
(299
|
)
|
|
(302
|
)
|
||
Total deferred tax liability
|
|
(2,539
|
)
|
|
(2,666
|
)
|
||
Operating loss carryforwards
|
|
2,206
|
|
|
2,224
|
|
||
Capital loss carryforwards
|
|
66
|
|
|
137
|
|
||
Bad debt and other book provisions
|
|
191
|
|
|
221
|
|
||
Retirement costs
|
|
149
|
|
|
275
|
|
||
Tax credit carryforwards
|
|
55
|
|
|
58
|
|
||
Other deductible temporary differences
|
|
219
|
|
|
363
|
|
||
Total gross deferred tax asset
|
|
2,886
|
|
|
3,278
|
|
||
Less: valuation allowance
|
|
(894
|
)
|
|
(997
|
)
|
||
Total net deferred tax asset
|
|
1,992
|
|
|
2,281
|
|
||
Net deferred tax (liability)
|
|
$
|
(547
|
)
|
|
$
|
(385
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
U.S.
|
|
$
|
(612
|
)
|
|
$
|
(560
|
)
|
|
$
|
(575
|
)
|
Non-U.S.
|
|
1,734
|
|
|
2,136
|
|
|
1,623
|
|
|||
Total
|
|
$
|
1,122
|
|
|
$
|
1,576
|
|
|
$
|
1,048
|
|
Jurisdiction
|
|
Tax Years Subject to Examination
|
Argentina
|
|
2009-2015
|
Brazil
|
|
2010-2015
|
Chile
|
|
2012-2015
|
Colombia
|
|
2013-2015
|
Dominican Republic
|
|
2012-2015
|
El Salvador
|
|
2012-2015
|
Netherlands
|
|
2013-2015
|
Philippines
|
|
2012-2015
|
United Kingdom
|
|
2010-2015
|
United States (Federal)
|
|
2011-2015
|
December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at January 1
|
|
$
|
395
|
|
|
$
|
392
|
|
|
$
|
475
|
|
Additions for current year tax positions
|
|
6
|
|
|
8
|
|
|
7
|
|
|||
Additions for tax positions of prior years
|
|
12
|
|
|
14
|
|
|
10
|
|
|||
Reductions for tax positions of prior years
|
|
(7
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Effects of foreign currency translation
|
|
(7
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Settlements
|
|
(19
|
)
|
|
(2
|
)
|
|
(65
|
)
|
|||
Lapse of statute of limitations
|
|
(7
|
)
|
|
(12
|
)
|
|
(32
|
)
|
|||
Balance at December 31
|
|
$
|
373
|
|
|
$
|
395
|
|
|
$
|
392
|
|
•
|
Cameroon (sold in June 2014)
|
•
|
Saurashtra (sold in February 2014)
|
•
|
U.S. wind projects (sold in January 2014)
|
•
|
Poland wind projects (sold in November 2013)
|
•
|
Ukraine utilities (sold in April 2013)
|
Years Ended December 31,
|
2014
|
|
2013
|
||||
Revenue
|
$
|
233
|
|
|
$
|
689
|
|
Income (loss) from operations of discontinued businesses, before income tax
|
$
|
50
|
|
|
$
|
(3
|
)
|
Income tax expense
|
(23
|
)
|
|
(24
|
)
|
||
Income (loss) from operations of discontinued businesses, after income tax
|
$
|
27
|
|
|
$
|
(27
|
)
|
Net loss from disposal and impairments of discontinued businesses, after income tax
|
$
|
(56
|
)
|
|
$
|
(152
|
)
|
Year Ended December 31,
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||||
|
Income
|
|
Shares
|
|
$ per Share
|
|
Income
|
|
Shares
|
|
$ per Share
|
|
Income
|
|
Shares
|
|
$ per Share
|
|||||||||||||||
BASIC EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income from continuing operations attributable to The AES Corporation common stockholders
|
$
|
306
|
|
|
687
|
|
|
$
|
0.45
|
|
|
$
|
789
|
|
|
720
|
|
|
$
|
1.10
|
|
|
$
|
284
|
|
|
743
|
|
|
$
|
0.38
|
|
EFFECT OF DILUTIVE SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Restricted stock units
|
—
|
|
|
2
|
|
|
(0.01
|
)
|
|
—
|
|
|
3
|
|
|
(0.01
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
||||||
DILUTED EARNINGS PER SHARE
|
$
|
306
|
|
|
689
|
|
|
$
|
0.44
|
|
|
$
|
789
|
|
|
724
|
|
|
$
|
1.09
|
|
|
$
|
284
|
|
|
748
|
|
|
$
|
0.38
|
|
•
|
economic, social and political instability in any particular country or region;
|
•
|
inability to economically hedge energy prices;
|
•
|
volatility in commodity prices;
|
•
|
adverse changes in currency exchange rates;
|
•
|
government restrictions on converting currencies or repatriating funds;
|
•
|
unexpected changes in foreign laws, regulatory framework, or in trade, monetary or fiscal policies;
|
•
|
high inflation and monetary fluctuations;
|
•
|
restrictions on imports of coal, oil, gas or other raw materials required by our generation businesses to operate;
|
•
|
threatened or consummated expropriation or nationalization of our assets by foreign governments;
|
•
|
unwillingness of governments, government agencies, similar organizations or other counterparties to honor their commitments;
|
•
|
unwillingness of governments, government agencies, courts or similar bodies to enforce contracts that are economically advantageous to subsidiaries of the Company and economically unfavorable to counterparties, against such counterparties, whether such counterparties are governments or private parties;
|
•
|
inability to obtain access to fair and equitable political, regulatory, administrative and legal systems;
|
•
|
adverse changes in government tax policy;
|
•
|
difficulties in enforcing our contractual rights, enforcing judgments, or obtaining a just result in local jurisdictions; and
|
•
|
potentially adverse tax consequences of operating in multiple jurisdictions.
|
•
|
changes in the determination, definition or classification of costs to be included as reimbursable or pass-through costs;
|
•
|
changes in the definition or determination of controllable or noncontrollable costs;
|
•
|
adverse changes in tax law;
|
•
|
changes in the definition of events which may or may not qualify as changes in economic equilibrium;
|
•
|
changes in the timing of tariff increases;
|
•
|
other changes in the regulatory determinations under the relevant concessions; or
|
•
|
changes in environmental regulations, including regulations relating to GHG emissions in any of our businesses.
|
Years Ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue—Non-Regulated
|
$
|
1,099
|
|
|
$
|
1,188
|
|
|
$
|
1,110
|
|
Cost of Sales—Non-Regulated
|
330
|
|
|
331
|
|
|
276
|
|
|||
Interest Income
|
25
|
|
|
17
|
|
|
20
|
|
|||
Interest Expense
|
33
|
|
|
9
|
|
|
8
|
|
December 31,
|
2015
|
|
2014
|
||||
Receivables from related parties
|
$
|
181
|
|
|
$
|
349
|
|
Accounts and notes payable to related parties
|
524
|
|
|
567
|
|
Quarter Ended 2015
|
Mar 31
|
|
June 30
|
|
Sept 30
|
|
Dec 31
|
||||||||
Revenue
|
$
|
3,984
|
|
|
$
|
3,858
|
|
|
$
|
3,721
|
|
|
$
|
3,400
|
|
Operating margin
|
721
|
|
|
754
|
|
|
673
|
|
|
718
|
|
||||
Income from continuing operations, net of tax
(1)
|
254
|
|
|
264
|
|
|
203
|
|
|
41
|
|
||||
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
$
|
254
|
|
|
$
|
264
|
|
|
$
|
203
|
|
|
$
|
41
|
|
Net income (loss) attributable to The AES Corporation
|
$
|
142
|
|
|
$
|
69
|
|
|
$
|
180
|
|
|
$
|
(85
|
)
|
Basic income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to The AES Corporation, net of tax
|
$
|
0.20
|
|
|
$
|
0.10
|
|
|
$
|
0.27
|
|
|
$
|
(0.13
|
)
|
Discontinued operations attributable to The AES Corporation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Basic income (loss) per share attributable to The AES Corporation
|
$
|
0.20
|
|
|
$
|
0.10
|
|
|
$
|
0.27
|
|
|
$
|
(0.13
|
)
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to The AES Corporation, net of tax
|
$
|
0.20
|
|
|
$
|
0.10
|
|
|
$
|
0.26
|
|
|
$
|
(0.13
|
)
|
Discontinued operations attributable to The AES Corporation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted income (loss) per share attributable to The AES Corporation
|
$
|
0.20
|
|
|
$
|
0.10
|
|
|
$
|
0.26
|
|
|
$
|
(0.13
|
)
|
Dividends declared per common share
|
$
|
—
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.21
|
|
Quarter Ended 2014
|
Mar 31
|
|
June 30
|
|
Sept 30
|
|
Dec 31
|
||||||||
Revenue
|
$
|
4,262
|
|
|
$
|
4,311
|
|
|
$
|
4,441
|
|
|
$
|
4,132
|
|
Operating margin
|
794
|
|
|
819
|
|
|
767
|
|
|
708
|
|
||||
Income (loss) from continuing operations, net of tax
(2,3)
|
89
|
|
|
281
|
|
|
508
|
|
|
298
|
|
||||
Discontinued operations, net of tax
|
(23
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
66
|
|
|
$
|
275
|
|
|
$
|
508
|
|
|
$
|
298
|
|
Net income (loss) attributable to The AES Corporation
|
$
|
(58
|
)
|
|
$
|
133
|
|
|
$
|
488
|
|
|
$
|
206
|
|
Basic income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to The AES Corporation, net of tax
|
$
|
(0.07
|
)
|
|
$
|
0.20
|
|
|
$
|
0.68
|
|
|
$
|
0.29
|
|
Discontinued operations attributable to The AES Corporation, net of tax
|
(0.01
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
||||
Basic income (loss) per share attributable to The AES Corporation
|
$
|
(0.08
|
)
|
|
$
|
0.18
|
|
|
$
|
0.68
|
|
|
$
|
0.29
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to The AES Corporation, net of tax
|
$
|
(0.07
|
)
|
|
$
|
0.20
|
|
|
$
|
0.67
|
|
|
$
|
0.29
|
|
Discontinued operations attributable to The AES Corporation, net of tax
|
(0.01
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
||||
Diluted income (loss) per share attributable to The AES Corporation
|
$
|
(0.08
|
)
|
|
$
|
0.18
|
|
|
$
|
0.67
|
|
|
$
|
0.29
|
|
Dividends declared per common share
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.15
|
|
(1)
|
Includes pretax impairment expense of
$8 million
,
$37 million
,
$231 million
and $
326 million
, for the first, second, third and fourth quarters of
2015
, respectively. See
Note
9
—
Other Non-Operating Expense,
Note
10
—
Goodwill and Other Intangible Assets,
and Note
21
—
Asset Impairment Expense
for further discussion.
|
(2)
|
Includes a pretax gain of approximately
$283 million
for the third quarter of 2014 related to the sale of a noncontrolling interest in Masinloc. See Note
16
—
Equity
for further discussion. Includes pretax gain of approximately
$78 million
for the third quarter of 2014 related to the sale of the U.K. wind projects. See Note
24
—
Dispositions and Held-for-Sale Businesses
for further discussion. Includes pretax interest income of
$59 million
recognized on FONIVEMEM III receivables at AES Argentina in the fourth quarter of 2014. Also includes a pretax foreign currency derivative gain of
$106 million
recognized on the FONIVEMEM III receivables in the fourth quarter of 2014. See Note
7
—
Financing Receivables
for further discussion. Includes pretax loss of
$41 million
recognized in Net equity in earnings of affiliates corresponding to the Company's share of an asset impairment at Elsta in the fourth quarter of 2014. See Note
8
—
Investments In And Advances To Affiliates
for further discussion.
|
(3)
|
Includes pretax impairment expense of
$166 million
,
$107 million
,
$31 million
and
$79 million
, for the first, second, third and fourth quarters of
2014
, respectively. See
Note
9
—
Other Non-Operating Expense,
Note
10
—
Goodwill and Other Intangible Assets,
and Note
21
—
Asset Impairment Expense
for further discussion.
|
•
|
pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
provide reasonable assurance that unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements are prevented or detected timely.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
•
|
information regarding the directors required by this item found under the heading
Board of Directors
;
|
•
|
information regarding AES's Code of Ethics found under the heading
AES Code of Business Conduct and Corporate Governance Guidelines
;
|
•
|
information regarding compliance with Section 16 of the Exchange Act required by this item found under the heading
Governance Matters—Section 16(a) Beneficial Ownership Reporting Compliance
; and
|
•
|
information regarding AES's Financial Audit Committee found under the heading
The Committees of the Board—Financial Audit Committee (the “Audit Committee”).
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
(a)
|
Security Ownership of Certain Beneficial Owners.
|
(b)
|
Security Ownership of Directors and Executive Officers.
|
(c)
|
Changes in Control.
|
(d)
|
Securities Authorized for Issuance under Equity Compensation Plans.
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
Equity compensation plans approved by security holders
(1)
|
14,101,219
|
|
(2)
|
$
|
13.81
|
|
|
15,986,481
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
14,101,219
|
|
|
$
|
13.81
|
|
|
15,986,481
|
|
(1)
|
The following equity compensation plans have been approved by the Company's Stockholders:
|
(A)
|
The AES Corporation 2003 Long Term Compensation Plan was adopted in 2003 and provided for 17,000,000 shares authorized for issuance thereunder. In 2008, an amendment to the Plan to provide an additional 12,000,000 shares was approved by AES's stockholders, bringing the total authorized shares to 29,000,000. In 2010, an additional amendment to the Plan to provide an additional 9,000,000 shares was approved by AES's stockholders, bringing the total authorized shares to 38,000,000. In 2015, an additional amendment to the Plan to provide an additional 7,750,000 shares was approved by AES's stockholders, bringing the total authorized shares to 45,750,000. The weighted average exercise price of Options outstanding under this plan included in Column (b) is $13.79 (excluding performance stock units, restricted stock units and director stock units), with 15,986,481 shares available for future issuance).
|
(B)
|
The AES Corporation 2001 Plan for outside directors adopted in 2001 provided for 2,750,000 shares authorized for issuance. The weighted average exercise price of Options outstanding under this plan included in Column (b) is $19.58. In conjunction with the 2010 amendment to the 2003 Long
|
(C)
|
The AES Corporation Second Amended and Restated Deferred Compensation Plan for directors provided for 2,000,000 shares authorized for issuance. Column (b) excludes the Director stock units granted thereunder. In conjunction with the 2010 amendment to the 2003 Long Term Compensation Plan, ongoing award issuance from this plan was discontinued in 2010 as Director stock units will be issued from the 2003 Long Term Compensation Plan. Any remaining shares under this plan, which are not reserved for issuance under outstanding awards, are not available for future issuance and thus the amount of 105,341 shares is not included in Column (c) above.
|
(2)
|
Includes 5,494,311 (of which 1,067,734 are vested and 4,426,577 are unvested) shares underlying PSU and RSU awards (assuming performance at a maximum level), 1,451,533 shares underlying Director stock unit awards, and 7,155,375 shares issuable upon the exercise of Stock Option grants, for an aggregate number of 14,101,219 shares.
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Financial Statements.
|
Financial Statements and Schedules:
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
S-2-S-7
|
(b)
|
Exhibits.
|
3.1
|
|
Sixth Restated Certificate of Incorporation of The AES Corporation is incorporated herein by reference to Exhibit 3.1 of the Company's Form 10-K for the year ended December 31, 2008.
|
3.2
|
|
By-Laws of The AES Corporation, as amended and incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K/A filed on December 2, 2015.
|
4
|
|
There are numerous instruments defining the rights of holders of long-term indebtedness of the Registrant and its consolidated subsidiaries, none of which exceeds ten percent of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of any of such agreements to the Commission upon request. Since these documents are not required filings under Item 601 of Regulation S-K, the Company has elected to file certain of these documents as Exhibits 4.(a)—4.(r).
|
4.(a)
|
|
Junior Subordinated Indenture, dated as of March 1, 1997, between The AES Corporation and Wells Fargo Bank, National Association, as successor to Bank One, National Association (formerly known as The First National Bank of Chicago) is incorporated herein by reference to Exhibit 4.(a) of the Company's Form 10-K for the year ended December 31, 2008.
|
4.(b)
|
|
Third Supplemental Indenture, dated as of October 14, 1999, between The AES Corporation and Wells Fargo Bank, National Association, as successor to Bank One, National Association is incorporated herein by reference to Exhibit 4.(b) of the Company's Form 10-K for the year ended December 31, 2008.
|
4.(c)
|
|
Senior Indenture, dated as of December 8, 1998, between The AES Corporation and Wells Fargo Bank, National Association, as successor to Bank One, National Association (formerly known as The First National Bank of Chicago) is incorporated herein by reference to Exhibit 4.01 of the Company's Form 8-K filed on December 11, 1998 (SEC File No. 001-12291).
|
4.(d)
|
|
Form of Second Supplemental Indenture, dated as of June 11, 1999, between The AES Corporation and Wells Fargo Bank, National Association, as successor to Bank One, National Association (formerly known as The First National Bank of Chicago) is incorporated herein by reference to Exhibit 4.01 of the Company's Form 8-K filed on June 11, 1999 (SEC File No. 001-12291).
|
4.(e)
|
|
Third Supplemental Indenture, dated as of September 12, 2000, between The AES Corporation and Wells Fargo Bank, National Association, as successor to Bank One, National Association is incorporated herein by reference to Exhibit 4.(e) of the Company's Form 10-K for the year ended December 31, 2008.
|
4.(f)
|
|
Form of Fifth Supplemental Indenture, dated as of February 9, 2001, between The AES Corporation and Wells Fargo Bank, National Association, as successor to Bank One, National Association is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on February 8, 2001 (SEC File No. 001-12291).
|
4.(g)
|
|
Form of Sixth Supplemental Indenture, dated as of February 22, 2001, between The AES Corporation and Wells Fargo Bank, National Association, as successor to Bank One, National Association is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on February 21, 2001 (SEC File No. 001-12291).
|
4.(h)
|
|
Ninth Supplemental Indenture, dated as of April 3, 2003, between The AES Corporation and Wells Fargo Bank, National Association (as successor by consolidation to Wells Fargo Bank Minnesota, National Association) is incorporated herein by reference to Exhibit 4.6 of the Company's Form S-4 filed on December 7, 2007.
|
4.(i)
|
|
Form of Tenth Supplemental Indenture, dated as of February 13, 2004, between The AES Corporation and Wells Fargo Bank, National Association (as successor by consolidation to Wells Fargo Bank Minnesota, National Association) is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on February 13, 2004 (SEC File No. 001-12291).
|
4.(j)
|
|
Eleventh Supplemental Indenture, dated as of October 15, 2007, between The AES Corporation and Wells Fargo Bank, National Association is incorporated herein by reference to Exhibit 4.7 of the Company's Form S-4 filed on December 7, 2007.
|
4.(k)
|
|
Twelfth Supplemental Indenture, dated as of October 15, 2007, between The AES Corporation and Wells Fargo Bank, National Association is incorporated herein by reference to Exhibit 4.8 of the Company's Form S-4 filed on December 7, 2007.
|
4.(l)
|
|
Thirteenth Supplemental Indenture, dated as of May 19, 2008, between The AES Corporation and Wells Fargo Bank, National Association is incorporated herein by reference to Exhibit 4.(l) of the Company's Form 10-K for the year ended December 31, 2008.
|
4.(m)
|
|
Fourteenth Supplemental Indenture, dated as of April 2, 2009, between The AES Corporation and Wells Fargo Bank, National Association is incorporated herein by reference to Exhibit 99.1 of the Company's Form 8-K filed on April 2, 2009.
|
4.(n)
|
|
Fifteenth Supplemental Indenture, dated as of June 15, 2011, between The AES Corporation and Wells Fargo Bank, National Association is incorporated herein by reference to Exhibit 4.3 of the Company's Form 8-K filed on June 15, 2011.
|
4.(o)
|
|
Indenture, dated October 3, 2011, between Dolphin Subsidiary II, Inc. and Wells Fargo Bank, National Association is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on October 5, 2011.
|
4.(p)
|
|
Sixteenth Supplemental Indenture, dated April 30, 2013, between The AES Corporation and Wells Fargo Bank, N.A., as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on April 30, 2013 (SEC File No. 001-12291).
|
4.(q)
|
|
Seventeenth Supplemental Indenture, dated March 7, 2014, between The AES Corporation and Wells Fargo Bank, N.A. as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on March 7, 2014.
|
4.(r)
|
|
Eighteenth Supplemental Indenture, dated May 20, 2014, between The AES Corporation and Wells Fargo Bank, N.A. as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on May 20, 2014.
|
4.(s)
|
|
Nineteenth Supplemental Indenture, dated April 6, 2015, between The AES Corporation and Wells Fargo Bank, N.A. as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on April 6, 2015.
|
10.1
|
|
The AES Corporation Profit Sharing and Stock Ownership Plan are incorporated herein by reference to Exhibit 4(c)(1) of the Registration Statement on Form S-8 (Registration No. 33-49262) filed on July 2, 1992.
|
10.2
|
|
The AES Corporation Incentive Stock Option Plan of 1991, as amended, is incorporated herein by reference to Exhibit 10.30 of the Company's Form 10-K for the year ended December 31, 1995 (SEC File No. 00019281).
|
10.3
|
|
Applied Energy Services, Inc. Incentive Stock Option Plan of 1982 is incorporated herein by reference to Exhibit 10.31 of the Registration Statement on Form S-1 (Registration No. 33-40483).
|
10.4
|
|
Deferred Compensation Plan for Executive Officers, as amended, is incorporated herein by reference to Exhibit 10.32 of Amendment No. 1 to the Registration Statement on Form S-1 (Registration No. 33-40483).
|
10.5
|
|
Deferred Compensation Plan for Directors, as amended and restated, on February 17, 2012 is incorporated herein by reference to Exhibit 10.5 of the Company's Form 10-K for the year ended December 31, 2012.
|
10.6
|
|
The AES Corporation Stock Option Plan for Outside Directors, as amended and restated, on December 7, 2007 is incorporated herein by reference to Exhibit 10.6 of the Company's Form 10-K for the year ended December 31, 2012.
|
10.7
|
|
The AES Corporation Supplemental Retirement Plan is incorporated herein by reference to Exhibit 10.63 of the Company's Form 10-K for the year ended December 31, 1994 (SEC File No. 00019281).
|
10.7A
|
|
Amendment to The AES Corporation Supplemental Retirement Plan, dated March 13, 2008 is incorporated herein by reference to Exhibit 10.9.A of the Company's Form 10-K for the year ended December 31, 2007.
|
10.8
|
|
The AES Corporation 2001 Stock Option Plan is incorporated herein by reference to Exhibit 10.12 of the Company's Form 10-K for the year ended December 31, 2000 (SEC File No. 001-12291).
|
10.9
|
|
Second Amended and Restated Deferred Compensation Plan for Directors is incorporated herein by reference to Exhibit 10.13 of the Company's Form 10-K for the year ended December 31, 2000 (SEC File No. 001-12291).
|
10.10
|
|
The AES Corporation 2001 Non-Officer Stock Option Plan is incorporated herein by reference to Exhibit 10.12 of the Company's Form 10-K for the year ended December 31, 2002 (SEC File No. 001-12291).
|
10.10A
|
|
Amendment to the 2001 Stock Option Plan and 2001 Non-Officer Stock Option Plan, dated March 13, 2008 is incorporated herein by reference to Exhibit 10.12.A of the Company's Form 10-K for the year ended December 31, 2007.
|
10.11
|
|
The AES Corporation 2003 Long Term Compensation Plan, as Amended and Restated, dated April 23, 2015, is incorporated herein by reference to Exhibit 99.1 of the Company's Form 8-K filed on April 23, 2015.
|
10.12
|
|
Form of AES Nonqualified Stock Option Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (Outside Directors) is incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K filed on April 27, 2010.
|
10.13
|
|
Form of AES Performance Stock Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (filed herewith).
|
10.14
|
|
Form of AES Restricted Stock Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (filed herewith).
|
10.15
|
|
Form of AES Performance Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (filed herewith).
|
10.16
|
|
Form of AES Nonqualified Stock Option Award Agreement under The AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit 10.4 of the Company's Form 10-Q for the quarter ended June 30, 2015.
|
10.17
|
|
Form of AES Performance Cash Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (filed herewith).
|
10.18
|
|
The AES Corporation Restoration Supplemental Retirement Plan, as amended and restated, dated December 29, 2008 is incorporated herein by reference to Exhibit 10.15 of the Company's Form 10-K for the year ended December 31, 2008.
|
10.18A
|
|
Amendment to The AES Corporation Restoration Supplemental Retirement Plan, dated December 9, 2011 is incorporated herein by reference to Exhibit 10.17A of the Company's Form 10-K for the year ended December 31, 2012.
|
10.19
|
|
The AES Corporation International Retirement Plan, as amended and restated on December 29, 2008 is incorporated herein by reference to Exhibit 10.16 of the Company's Form 10-K for the year ended December 31, 2008.
|
10.19A
|
|
Amendment to The AES Corporation International Retirement Plan, dated December 9, 2011 is incorporated herein by reference to Exhibit 10.18A of the Company's Form 10-K for the year ended December 31, 2012.
|
10.20
|
|
The AES Corporation Severance Plan, as amended and restated on April 23, 2015 is incorporated herein by reference to Exhibit 10.6 of the Company's Form 10-Q for the quarter ended June 30, 2015.
|
10.21
|
|
The AES Corporation Amended and Restated Executive Severance Plan dated April 23, 2015 is incorporated herein by reference to Exhibit 10.5 of the Company's Form 10-Q for the period ended June 30, 2015.
|
10.22
|
|
The AES Corporation Performance Incentive Plan, as Amended and Restated on April 23, 2015 is incorporated herein by reference to Exhibit 99.2 of the Company's Form 8-K filed on April 23, 2015.
|
10.23
|
|
The AES Corporation Deferred Compensation Program For Directors dated February 17, 2012 is incorporated herein by reference to Exhibit 10.22 of the Company's Form 10-K filed on December 31, 2011.
|
10.24
|
|
The AES Corporation Employment Agreement with Andrés Gluski is incorporated herein by reference to Exhibit 99.3 of the Company's Form 8-K filed on December 31, 2008.
|
10.25
|
|
Mutual Agreement, between Andrés Gluski and The AES Corporation dated October 7, 2011 is incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-Q for the period ended September 30, 2011.
|
10.26
|
|
Form of Retroactive Consent to Provide for Double-Trigger IN Change-In-Control Transactions is incorporated herein by reference to Exhibit 10.7 of the Company's Form 10-Q for the period ended June 30, 2015.
|
10.27
|
|
Amendment No. 3, dated as of July 26, 2013 to the Fifth Amended and Restated Credit and Reimbursement Agreement, dated as of July 29, 2010 is incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed on July 29, 2013.
|
10.27A
|
|
Sixth Amended and Restated Credit and Reimbursement Agreement dated as of July 26, 2013 among The AES Corporation, a Delaware corporation, the Banks listed on the signature pages thereof, Citibank, N.A., as Administrative Agent and Collateral Agent, Citigroup Global Markets Inc., as Lead Arranger and Book Runner, Banc of America Securities LLC, as Lead Arranger and Book Runner and Co-Syndication Agent, Barclays Capital, as Lead Arranger and Book Runner and Co-Syndication Agent, RBS Securities Inc., as Lead Arranger and Book Runner and Co-Syndication Agent and Union Bank, N.A., as Lead Arranger and Book Runner and Co-Syndication Agent is incorporated herein by reference to Exhibit 10.1.A of the Company's Form 8-K filed on July 29, 2013.
|
10.27B
|
|
Appendices and Exhibits to the Sixth Amended and Restated Credit and Reimbursement Agreement, dated as of July 29, 2013 is incorporated herein by reference to Exhibit 10.1.B of the Company's Form 8-K filed on July 29, 2013.
|
10.28
|
|
Collateral Trust Agreement dated as of December 12, 2002 among The AES Corporation, AES International Holdings II, Ltd., Wilmington Trust Company, as corporate trustee and Bruce L. Bisson, an individual trustee is incorporated herein by reference to Exhibit 4.2 of the Company's Form 8-K filed on December 17, 2002 (SEC File No. 001-12291).
|
10.29
|
|
Security Agreement dated as of December 12, 2002 made by The AES Corporation to Wilmington Trust Company, as corporate trustee and Bruce L. Bisson, as individual trustee is incorporated herein by reference to Exhibit 4.3 of the Company's Form 8-K filed on December 17, 2002 (SEC File No. 001-12291).
|
10.30
|
|
Charge Over Shares dated as of December 12, 2002 between AES International Holdings II, Ltd. and Wilmington Trust Company, as corporate trustee and Bruce L. Bisson, as individual trustee is incorporated herein by reference to Exhibit 4.4 of the Company's Form 8-K filed on December 17, 2002 (SEC File No. 001-12291).
|
10.31
|
|
Agreement and Plan of Merger, dated April 19, 2011, by and among The AES Corporation, DPL Inc. and Dolphin Sub, Inc. is incorporated herein by reference to Exhibit 2.1 of the Company's Form 8-K filed on April 20, 2011.
|
10.32
|
|
Credit Agreement dated as of May 27, 2011 among The AES Corporation, as borrower, the banks listed therein and Bank of America, N.A., as administrative agent is incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed on June 1, 2011.
|
10.32A
|
|
Amendment No.1 dated February 27, 2013 to the Credit Agreement dated as of May 27, 2011 among The AES Corporation, as borrower, the banks listed therein and Bank of America N.A., as administrative agent is incorporated herein by reference to exhibit 10.1 of the Company's Form 10-Q for the period ending March 31, 2013.
|
10.33
|
|
Common Stock Repurchase Agreement, dated as of December 11, 2013, by and between The AES Corporation and Terrific Investment Corporation is incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed on December 13, 2013.
|
12
|
|
Statement of computation of ratio of earnings to fixed charges (filed herewith).
|
21
|
|
Subsidiaries of The AES Corporation (filed herewith).
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP (filed herewith).
|
24
|
|
Powers of Attorney (filed herewith).
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Andrés Gluski (filed herewith).
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Thomas M. O'Flynn (filed herewith).
|
32.1
|
|
Section 1350 Certification of Andrés Gluski (filed herewith).
|
32.2
|
|
Section 1350 Certification of Thomas M. O'Flynn (filed herewith).
|
101.INS
|
|
XBRL Instance Document (filed herewith).
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (filed herewith).
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
|
(c)
|
Schedules
|
|
|
THE AES CORPORATION
(Company)
|
||
|
|
|
|
|
Date:
|
February 23, 2016
|
By:
|
|
/s/ A
NDRÉS
G
LUSKI
|
|
|
Name:
|
|
Andrés Gluski
|
|
|
|
|
President, Chief Executive Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
*
|
|
President, Chief Executive Officer (Principal Executive Officer) and Director
|
|
|
Andrés Gluski
|
|
|
February 23, 2016
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Charles L. Harrington
|
|
|
February 23, 2016
|
|
*
|
|
Director
|
|
|
Kristina M. Johnson
|
|
|
February 23, 2016
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Tarun Khanna
|
|
|
February 23, 2016
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Holly K. Koeppel
|
|
|
February 23, 2016
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Philip Lader
|
|
|
February 23, 2016
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
James H. Miller
|
|
|
February 23, 2016
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
John B. Morse
|
|
|
February 23, 2016
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Moises Naim
|
|
|
February 23, 2016
|
|
|
|
|
|
|
*
|
|
Chairman of the Board and Lead Independent Director
|
|
|
Charles O. Rossotti
|
|
|
February 23, 2016
|
|
|
|
|
|
|
/s/ T
HOMAS
M. O'F
LYNN
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
|
Thomas M. O'Flynn
|
|
|
February 23, 2016
|
|
|
|
|
|
|
/s/ FABIAN E. SOUZA
|
|
Vice President and Controller (Principal Accounting Officer)
|
|
|
Fabian E. Souza
|
|
|
February 23, 2016
|
*By:
|
/s/ BRIAN A. MILLER
|
|
February 23, 2016
|
|
Attorney-in-fact
|
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in millions)
|
||||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
186
|
|
|
$
|
511
|
|
Restricted cash
|
|
32
|
|
|
81
|
|
||
Accounts and notes receivable from subsidiaries
|
|
264
|
|
|
380
|
|
||
Deferred income taxes
|
|
—
|
|
|
142
|
|
||
Prepaid expenses and other current assets
|
|
26
|
|
|
57
|
|
||
Total current assets
|
|
508
|
|
|
1,171
|
|
||
Investment in and advances to subsidiaries and affiliates
|
|
7,764
|
|
|
9,063
|
|
||
Office Equipment:
|
|
|
|
|
||||
Cost
|
|
135
|
|
|
157
|
|
||
Accumulated depreciation
|
|
(112
|
)
|
|
(114
|
)
|
||
Office equipment, net
|
|
23
|
|
|
43
|
|
||
Other Assets:
|
|
|
|
|
||||
Deferred financing costs (net of accumulated amortization of $75 and $81, respectively)
|
|
49
|
|
|
61
|
|
||
Deferred income taxes
|
|
1,028
|
|
|
872
|
|
||
Other Assets
|
|
1
|
|
|
1
|
|
||
Total other assets
|
|
1,078
|
|
|
934
|
|
||
Total
|
|
$
|
9,373
|
|
|
$
|
11,211
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
16
|
|
|
$
|
25
|
|
Accounts and notes payable to subsidiaries
|
|
97
|
|
|
80
|
|
||
Accrued and other liabilities
|
|
204
|
|
|
212
|
|
||
Senior notes payable—current portion
|
|
—
|
|
|
151
|
|
||
Total current liabilities
|
|
317
|
|
|
468
|
|
||
Long-term Liabilities:
|
|
|
|
|
||||
Senior notes payable
|
|
4,498
|
|
|
4,590
|
|
||
Junior subordinated notes and debentures payable
|
|
517
|
|
|
517
|
|
||
Accounts and notes payable to subsidiaries
|
|
873
|
|
|
1,352
|
|
||
Other long-term liabilities
|
|
19
|
|
|
12
|
|
||
Total long-term liabilities
|
|
5,907
|
|
|
6,471
|
|
||
Stockholders' equity:
|
|
|
|
|
||||
Common stock
|
|
8
|
|
|
8
|
|
||
Additional paid-in capital
|
|
8,718
|
|
|
8,409
|
|
||
Retained Earnings
|
|
143
|
|
|
512
|
|
||
Accumulated other comprehensive loss
|
|
(3,883
|
)
|
|
(3,286
|
)
|
||
Treasury stock
|
|
(1,837
|
)
|
|
(1,371
|
)
|
||
Total stockholders' equity
|
|
3,149
|
|
|
4,272
|
|
||
Total
|
|
$
|
9,373
|
|
|
$
|
11,211
|
|
For the Years Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Revenue from subsidiaries and affiliates
|
|
$
|
24
|
|
|
$
|
29
|
|
|
$
|
32
|
|
Equity in earnings of subsidiaries and affiliates
|
|
859
|
|
|
1,313
|
|
|
498
|
|
|||
Interest income
|
|
24
|
|
|
59
|
|
|
66
|
|
|||
General and administrative expenses
|
|
(154
|
)
|
|
(161
|
)
|
|
(171
|
)
|
|||
Other Income
|
|
24
|
|
|
8
|
|
|
14
|
|
|||
Other Expense
|
|
(6
|
)
|
|
(30
|
)
|
|
(11
|
)
|
|||
Loss on extinguishment of debt
|
|
(105
|
)
|
|
(193
|
)
|
|
(165
|
)
|
|||
Interest expense
|
|
(364
|
)
|
|
(422
|
)
|
|
(436
|
)
|
|||
Income (loss) before income taxes
|
|
302
|
|
|
603
|
|
|
(173
|
)
|
|||
Income tax benefit
|
|
4
|
|
|
166
|
|
|
287
|
|
|||
Net income
|
|
$
|
306
|
|
|
$
|
769
|
|
|
$
|
114
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
NET INCOME
|
$
|
306
|
|
|
$
|
769
|
|
|
$
|
114
|
|
Foreign currency translation activity:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of income tax (expense) benefit of $1, $(7) and $10, respectively
|
(674
|
)
|
|
(366
|
)
|
|
(263
|
)
|
|||
Reclassification to earnings, net of income tax (expense) benefit of $0, $0 and $0, respectively
|
—
|
|
|
34
|
|
|
36
|
|
|||
Total foreign currency translation adjustments, net of tax
|
(674
|
)
|
|
(332
|
)
|
|
(227
|
)
|
|||
Derivative activity:
|
|
|
|
|
|
||||||
Change in derivative fair value, net of income tax (expense) benefit of $4, $51 and $(31), respectively
|
(5
|
)
|
|
(180
|
)
|
|
46
|
|
|||
Reclassification to earnings, net of income tax (expense) benefit of $(12), $(37) and $(32), respectively
|
48
|
|
|
72
|
|
|
128
|
|
|||
Total change in fair value of derivatives, net of tax
|
43
|
|
|
(108
|
)
|
|
174
|
|
|||
Pension activity:
|
|
|
|
|
|
||||||
Prior service cost for the period, net of income tax (expense) benefit of $0, $0 and $0, respectively
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
Change in pension adjustments due to net actuarial gain (loss) for the period, net of income tax (expense) benefit of $(7), $9 and $(42), respectively
|
18
|
|
|
(13
|
)
|
|
78
|
|
|||
Reclassification of earnings due to amortization of net actuarial loss, net of income tax (expense) benefit of $(2), $0 and $(5), respectively
|
2
|
|
|
10
|
|
|
13
|
|
|||
Total change in unfunded pension obligation
|
21
|
|
|
(4
|
)
|
|
91
|
|
|||
OTHER COMPREHENSIVE INCOME (LOSS)
|
(610
|
)
|
|
(444
|
)
|
|
38
|
|
|||
COMPREHENSIVE INCOME (LOSS)
|
$
|
(304
|
)
|
|
$
|
325
|
|
|
$
|
152
|
|
For the Years Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
475
|
|
|
$
|
449
|
|
|
$
|
418
|
|
Investing Activities:
|
|
|
|
|
|
|
||||||
Expenses related to asset sales
|
|
—
|
|
|
(4
|
)
|
|
(5
|
)
|
|||
Investment in and net advances to subsidiaries
|
|
(221
|
)
|
|
(69
|
)
|
|
201
|
|
|||
Return of capital
|
|
501
|
|
|
740
|
|
|
230
|
|
|||
Decrease in restricted cash
|
|
49
|
|
|
96
|
|
|
50
|
|
|||
Additions to property, plant and equipment
|
|
(11
|
)
|
|
(31
|
)
|
|
(11
|
)
|
|||
(Purchase) sale of short term investments, net
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||
Net cash provided by (used in) investing activities
|
|
318
|
|
|
731
|
|
|
466
|
|
|||
Financing Activities:
|
|
|
|
|
|
|
||||||
Borrowings (payments) under the revolver, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Borrowings of notes payable and other coupon bearing securities
|
|
575
|
|
|
1,525
|
|
|
750
|
|
|||
Repayments of notes payable and other coupon bearing securities
|
|
(915
|
)
|
|
(2,117
|
)
|
|
(1,210
|
)
|
|||
Loans (to) from subsidiaries
|
|
—
|
|
|
263
|
|
|
(152
|
)
|
|||
Purchase of treasury stock
|
|
(482
|
)
|
|
(308
|
)
|
|
(322
|
)
|
|||
Proceeds from issuance of common stock
|
|
4
|
|
|
1
|
|
|
13
|
|
|||
Common stock dividends paid
|
|
(276
|
)
|
|
(144
|
)
|
|
(119
|
)
|
|||
Payments for deferred financing costs
|
|
(6
|
)
|
|
(20
|
)
|
|
(17
|
)
|
|||
Other Financing
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
|
(1,118
|
)
|
|
(800
|
)
|
|
(1,057
|
)
|
|||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
(325
|
)
|
|
380
|
|
|
(174
|
)
|
|||
Cash and cash equivalents, beginning
|
|
511
|
|
|
131
|
|
|
305
|
|
|||
Cash and cash equivalents, ending
|
|
$
|
186
|
|
|
$
|
511
|
|
|
$
|
131
|
|
Supplemental Disclosures:
|
|
|
|
|
|
|
||||||
Cash payments for interest, net of amounts capitalized
|
|
$
|
314
|
|
|
$
|
373
|
|
|
$
|
442
|
|
Cash payments for income taxes, net of refunds
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
11
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
Interest Rate
|
|
Maturity
|
|
2015
|
|
2014
|
||||
Senior Unsecured Note
|
|
7.75%
|
|
2015
|
|
$
|
—
|
|
|
$
|
151
|
|
Senior Unsecured Note
|
|
9.75%
|
|
2016
|
|
—
|
|
|
164
|
|
||
Senior Unsecured Note
|
|
8.00%
|
|
2017
|
|
181
|
|
|
525
|
|
||
Senior Unsecured Note
|
|
LIBOR + 3.00%
|
|
2019
|
|
775
|
|
|
775
|
|
||
Senior Unsecured Note
|
|
8.00%
|
|
2020
|
|
469
|
|
|
625
|
|
||
Senior Unsecured Note
|
|
7.38%
|
|
2021
|
|
1,000
|
|
|
1,000
|
|
||
Senior Unsecured Note
|
|
4.88%
|
|
2023
|
|
750
|
|
|
750
|
|
||
Senior Unsecured Note
|
|
5.50%
|
|
2024
|
|
750
|
|
|
750
|
|
||
Senior Unsecured Note
|
|
5.50%
|
|
2025
|
|
575
|
|
|
—
|
|
||
Unamortized premium (discounts)
|
|
|
|
|
|
(2
|
)
|
|
1
|
|
||
SUBTOTAL
|
|
|
|
|
|
4,498
|
|
|
4,741
|
|
||
Less: Current maturities
|
|
|
|
|
|
—
|
|
|
(151
|
)
|
||
Total
|
|
|
|
|
|
$
|
4,498
|
|
|
$
|
4,590
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
Interest Rate
|
|
Maturity
|
|
2015
|
|
2014
|
||||
Term Convertible Trust Securities
|
|
6.75%
|
|
2029
|
|
$
|
517
|
|
|
$
|
517
|
|
December 31,
|
Annual Maturities
|
||
2016
|
$
|
—
|
|
2017
|
181
|
|
|
2018
|
—
|
|
|
2019
|
774
|
|
|
2020
|
469
|
|
|
Thereafter
|
3,591
|
|
|
Total debt
|
$
|
5,015
|
|
(in millions)
|
Balance at Beginning of the Period
|
|
Charged to Cost and Expense
|
|
Amounts Written off
|
|
Translation Adjustment
|
|
Balance at the End of the Period
|
||||||||||
Allowance for accounts receivables
|
|
|
|
|
|
|
|
|
|
||||||||||
(current and noncurrent)
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013
|
$
|
195
|
|
|
$
|
38
|
|
|
$
|
(77
|
)
|
|
$
|
(22
|
)
|
|
$
|
134
|
|
Year Ended December 31, 2014
|
134
|
|
|
61
|
|
|
(88
|
)
|
|
(11
|
)
|
|
96
|
|
|||||
Year Ended December 31, 2015
|
96
|
|
|
88
|
|
|
(60
|
)
|
|
(29
|
)
|
|
95
|
|
1.
|
This Award of PSUs is subject to all terms and conditions of this Agreement and the Plan, the terms of which are incorporated herein by reference:
|
Name of Employee:
|
|
|
|
Fidelity System ID:
|
|
|
|
Grant Date:
|
|
|
|
Grant Price:
|
|
|
|
Target Number of PSUs Granted:
|
|
2.
|
Each PSU represents a right to receive one Share on the Payment Date (as defined below) in accordance with the terms of this Agreement.
|
3.
|
Unless otherwise determined by the Committee, each PSU shall also represent a right to receive an additional amount, payable in cash, equal to the accumulated cash dividends paid by the Company on the PSU between the Grant Date and payout of the PSU (if any). The additional dividend amounts that are accumulated subject to a PSU will be subject to the same terms and conditions (including, without limitation, any applicable vesting requirements and forfeiture provisions) as the PSU to which they relate under the Award. Any payment due to the Employee under this Agreement shall be made promptly following the date vested PSUs become earned and payable under paragraph 5(a), paragraph 6 or paragraph 7 of this Agreement, as applicable (the “Payment Date”), but in no event later than March 15th of the calendar year following the calendar year containing the Payment Date.
|
4.
|
A PSU carries no voting rights and the holder of a PSU will not have an equity interest in the Company or any shareholder rights, unless the vesting and performance conditions of the PSU are met and the PSU is paid out.
|
5.
|
This Award of PSUs will vest, in accordance with and subject to the terms of this Agreement, in three equal installments on December 31st in each year during the Performance Period (each a “Vesting Date”), provided, however, that if:
|
(a)
|
the Employee Separates from Service prior to the end of the Performance Period by reason of the Employee’s death or a Separation from Service on account of Disability, all PSUs that have not previously vested shall vest and the Employee’s PSUs referenced in the chart above shall be paid to the Employee at the rate of one Share for each PSU;
|
(b)
|
if (i) the Employee Separates from Service prior to the Payment Date by reason of a Separation from Service by the Company for Cause (as defined in the Plan and as may otherwise be determined by the Committee in its sole discretion) or (ii) the Employee Separates from Service prior to the final Vesting Date by reason of a voluntary Separation from Service by the Employee (including any retirement other than a Qualified Retirement (as defined below)), this Award of PSUs (including any time-vested portion) shall immediately upon such termination be cancelled and forfeited without payment or further obligation by the Company; and
|
(c)
|
if the Employee Separates from Service for any other reason, including, but not limited to, on account of a Qualified Retirement, by reason of a death or Disability subsequent to the end of the Performance Period, or by reason of a Separation from Service by the Company other than for Cause (other than for Cause, voluntarily by the Employee not as part of a Qualified Retirement or due to death or Disability as provided in paragraphs 5(a) and 5(b)), the Employee will be eligible to receive the value of his or her vested PSUs, as of the date of the Separation from Service, on the Payment Date in accordance with and subject to the terms set forth in paragraph 6 below.
|
6.
|
The Company will issue and deliver Shares in satisfaction of vested PSUs subject to and conditioned upon the attainment of the performance conditions set forth below, as approved by the Committee at the time of grant; provided, however, notwithstanding the performance level achieved, the Committee may reduce the number of PSUs earned or terminate this
|
ACTUAL PFCF
OVER THE PERFORMANCE PERIOD |
SHARES EARNED
|
Below 75% of Performance Target =
|
None (0%)
|
Equal to 87.5% of Performance Target =
|
50%
(0.5 x number of vested PSUs)
|
Equal to 100% of Performance Target =
|
100%
(1.0 x number of vested PSUs)
|
Equal to or greater than 125% of Performance Target =
|
200%
(2.0 x number of vested PSUs)
|
7.
|
For PFCF levels achieved greater than 75% and less than 87.5% of performance target, greater than 87.5% and less than 100% of performance target, and greater than 100% and less than 125% of performance target, the Performance Unit value will be determined based on straight-line interpolation. The maximum value of a PSU is $2.00.
In the event of a (i) Change in Control and (ii) a Qualifying Event (as defined below) prior to the end of the Performance Period, if the PSUs described herein have not already been previously forfeited or cancelled, such PSUs will become fully vested (for the total amount of PSUs set forth in paragraph 1) and the Payment Date will occur contemporaneous with the Qualifying Event; provided, however, that in connection with a Change in Control, payment of any obligation payable pursuant to the preceding sentence may be made in cash of equivalent value and/or securities or other property in the Committee’s discretion.
|
(a)
|
Change in Control means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company to any Person or group (as that term is used in Section 13(d) (3) of the Exchange Act) of Persons, (ii) a Person or group (as so defined in the Plan) of Persons (other than Management of the Company on the date of the most recent adoption of the Plan by the Company's stockholders or their Affiliates) shall have become the beneficial owner (as defined below) of more than 35% of the outstanding voting stock of the Company, (iii) during any one-year period, individuals who at the beginning of such period constitute the Board (together with any new Director whose election or nomination was approved by a majority of the Directors then in office who were either Directors at the beginning of such period or who were previously so approved, but excluding under all circumstances
|
(b)
|
Qualifying Event means the occurrence of one or more of the following events: (i) immediately upon the consummation of a Change in Control Event, failure of the successor company in a Change in Control event to provide Substitute Awards that are substantially similar in both nature and terms (including having an equivalent realizable pre-tax value to outstanding awards assuming vesting and delivery at the consummation of the Change in Control); (ii) within two years of the consummation of a Change in Control event, an involuntary termination without Cause of the Employee; or (iii) within two years of the consummation of a Change in Control event, a Good Reason Termination (as defined below) by the Employee.
|
(c)
|
Good Reason Termination means, without an Employee’s written consent, the Separation From Service (for reasons other than death, Disability or Cause) by an Employee due to any of the following events occurring within two years of the consummation of a Change in Control: (i) the relocation of an Employee’s principal place of employment to a location that is more than 50 miles from the principal place of employment in effect immediately prior to such Change in Control; (ii) a material diminution in the duties or responsibilities of an Employee from those in place immediately prior to such Change in Control; and (iii) a material reduction in the base salary or annual incentive opportunity of an Employee from what was in place immediately prior to such Change in Control.
|
8.
|
It is intended that under current U.S. federal income tax laws, the Employee will not be subject to income tax unless and until Shares are delivered to the Employee on the Payment Date, at which time the Fair Market Value of the Shares will be reportable as ordinary income, and subject to income tax withholding as well as social security and Medicare (FICA) taxes. The Employee must pay all applicable Federal and state income and employment withholding taxes when due in such manner as approved by the Committee or the Plan Administrator. The Employee should consult his or her personal advisor to determine the effect of this Award of PSUs on his or her own tax situation.
|
9.
|
Notices hereunder and under the Plan, if to the Company, will be delivered to the Plan Administrator (as so designated by the Company) or mailed to the Company’s principal office, 4300 Wilson Boulevard, Arlington, VA 22203, attention of the Plan Administrator, or, if to the Employee, will be delivered to the Employee, which may include electronic delivery, or mailed to his or her address as the same appears on the records of the Company.
|
10.
|
All decisions and interpretations made by the Board of Directors or the Committee with regard to any question arising hereunder or under the Plan will be binding and conclusive on all persons. Unless otherwise specifically provided herein, in the event of any inconsistency between the terms of this Agreement and the Plan, the Plan will govern.
|
11.
|
By accepting this Award of PSUs, the Employee acknowledges receipt of a copy of the Plan and the prospectus relating to this Award of PSUs, and agrees to be bound by the terms and conditions set forth in this Agreement and the Plan, as in effect and/or amended from time to time.
The Employee further acknowledges that the Plan and related documents, which may include the Plan prospectus, may be delivered electronically. Such means of delivery may include the delivery of a link to a Company intranet site or the internet site of a third party involved in administering the Plan, the delivery of the documents via e-mail or CD-ROM or such other delivery determined at the Plan Administrator’s discretion. The Employee acknowledges that the Employee may receive from the Company a paper copy of any documents delivered electronically at no cost if the Employee contacts the Human Resources department of the Company by telephone at (703) 682-6553 or by mail to 4300 Wilson Boulevard, Suite 1100, Arlington, Virginia 22203. The Employee further acknowledges that the Employee will be provided with a paper copy of any documents delivered electronically if electronic delivery fails. |
12.
|
This Award is intended to be excepted from coverage under Section 409A of the Code and shall be administered, interpreted and construed accordingly. The Employee shall have no right to designate the date of any payment under this Agreement. Each payment under this
|
13.
|
Notwithstanding any other provisions in this Agreement, any PSUs subject to recovery under any law, government regulation, stock exchange listing requirement, or Company policy, shall be subject to such deductions, recoupment and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to this Award and recovery of amounts relating thereto. By accepting this Award, Employee agrees and acknowledges that he or she is obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover, recoup or recapture this Award or amounts paid under the Plan pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover, recoup or recapture this Award or amounts paid under the Plan from Employee’s accounts, or pending or future compensation or other grants.
|
14.
|
This Agreement will be governed by the laws of the State of Delaware without giving effect to its choice of law provisions.
|
The AES CORPORATION
|
||
|
|
|
By:
|
|
|
Tish Mendoza
|
||
Senior Vice President and Chief Human Resources Officer
|
1.
|
This Award of RSUs is subject to all terms and conditions of this Agreement and the Plan, the terms of which are incorporated herein by reference:
|
Name of Employee:
|
|
|
|
Fidelity System ID:
|
|
|
|
Grant Date:
|
|
|
|
Grant Price:
|
|
|
|
Total Number of RSUs Granted:
|
|
2.
|
Each RSU represents a right to receive one Share on the appropriate Vesting Date (as defined below) in accordance with the terms of this Agreement.
|
3.
|
Unless otherwise determined by the Committee, each RSU shall also represent a right to receive an additional amount, payable in cash, equal to the accumulated cash dividends paid by the Company on the RSU between the Grant Date and the Vesting Date (as defined below) for the RSU. The additional dividend amounts that are accumulated subject to an RSU will be subject to the same terms and conditions (including, without limitation, any applicable vesting requirements and forfeiture provisions) as the RSU to which they relate under the Award. Any payment due to the Employee under this Agreement shall be made promptly following the date the RSUs vest under paragraph 4
|
4.
|
An RSU carries no voting rights and the holder will not have an equity interest in the Company or any shareholder rights, unless the vesting conditions of the RSU are met and the RSU is paid out with Shares.
|
5.
|
This Award of RSUs will vest, in accordance with and subject to the terms of this Agreement, in three equal installments on each of the first three anniversaries of the grant date (each a “Vesting Date”) provided, however, that if:
|
(A)
|
the Employee Separates from Service prior to the applicable Vesting Date due to the Employee’s death or a Separation from Service on account of Disability, all RSUs that have not previously vested shall vest and be paid to the Employee; and
|
(B)
|
if the Employee Separates from Service prior to the applicable Vesting Date
for any reason other than the Employee’s death or Disability
, including, but not limited to, voluntarily by the Employee, on account of Retirement, or by reason of a Separation from Service by the Company with or without Cause (
as defined in the Plan and as may otherwise be determined by the Committee in its sole discretion
), all RSUs that have not previously vested shall be immediately cancelled and forfeited without payment or further obligation by the Company or any Affiliate.
|
6.
|
In the event of a (i) Change in Control and (ii) a Qualifying Event (as defined below) prior to the applicable Vesting Date, if the RSUs described herein have not already been previously forfeited or cancelled, such RSUs will become fully vested contemporaneous with the Qualifying Event; provided, however, that in connection with a Change in Control, payment of any obligation payable pursuant to the preceding sentence may be made in cash of equivalent value and/or securities or other property in the Committee’s discretion.
|
(A)
|
Change in Control means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company to any Person or group (as that term is used in Section 13(d) (3) of the Exchange Act) of Persons, (ii) a Person or group (as so defined in the Plan) of Persons (other than Management of the Company on the date of the most recent adoption of the Plan by the Company's stockholders or their Affiliates) shall have become the beneficial owner (as defined below) of more than 35% of the outstanding voting stock of the Company, (iii) during any one-year period, individuals who at
|
(B)
|
Qualifying Event means the occurrence of one or more of the following events: (i) immediately upon the consummation of a Change in Control Event, failure of the successor company in a Change in Control event to provide Substitute Awards that are substantially similar in both nature and terms (including having an equivalent realizable pre-tax value to outstanding Awards assuming vesting and delivery at the consummation of the Change in Control); (ii) within two years of the consummation of a Change in Control event, an involuntary termination without Cause of the Employee; or (iii) within two years of the consummation of a Change in Control event, a Good Reason Termination (as defined below) by the Employee.
|
(C)
|
Good Reason Termination means, without an Employee’s written consent, the Separation From Service (for reasons other than death, Disability or Cause) by an
|
7.
|
It is intended that under current U.S. federal income tax laws, the Employee will not be subject to income tax unless and until Shares and/or cash are delivered to the Employee on the Vesting Date, at which time the Fair Market Value of the Shares and/or cash will be reportable as ordinary income, and subject to income tax withholding as well as social security and Medicare (FICA) taxes. The Employee must pay all applicable federal and state income and employment withholding taxes when due in such manner as approved by the Committee or Plan Administrator. The Employee should consult his or her personal advisor to determine the effect of this Award of RSUs on his or her own tax situation.
|
8.
|
Notices hereunder and under the Plan, if to the Company, will be delivered to the Plan Administrator (as so designated by the Company) or mailed to the Company’s principal office, 4300 Wilson Boulevard, Arlington, VA 22203, attention of the Plan Administrator, or, if to the Employee, will be delivered to the Employee, which may include electronic delivery, or mailed to his or her address as the same appears on the records of the Company.
|
9.
|
All decisions and interpretations made by the Board of Directors or the Committee with regard to any question arising hereunder or under the Plan will be binding and conclusive on all persons. Unless otherwise specifically provided herein, in the event of any inconsistency between the terms of this Agreement and the Plan, the Plan will govern.
|
10.
|
By accepting this Award of RSUs, the Employee acknowledges receipt of a copy of the Plan and the prospectus relating to this Award of RSUs, and agrees to be bound by the terms and conditions set forth in this Agreement and the Plan, as in effect and/or amended from time to time.
The Employee further acknowledges that the Plan and related documents, which may include the Plan prospectus, may be delivered electronically. Such means of delivery may include the delivery of a link to a Company intranet site or the internet site of a third party involved in administering the Plan, the delivery of the documents via e-mail or CD-ROM or such other delivery determined at the Plan Administrator’s discretion. The Employee acknowledges that the Employee may receive from the Company a paper copy of any documents delivered electronically at no cost if the Employee contacts the Human Resources department of the Company by telephone at (703) 682-6553 or by mail to 4300 Wilson Boulevard, Suite 1100, Arlington, Virginia 22203. The Employee further acknowledges that the Employee will be provided with a paper copy of any documents delivered electronically if electronic delivery fails. |
11.
|
This Award is intended to be excepted from coverage under Section 409A of the Code and shall be administered, interpreted and construed accordingly. The Employee shall have no right to designate the date of any payment under this Agreement. Each payment under this Agreement is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § 1.409A-1(b)(4). The Company may, in its sole discretion and without the Employee’s consent, modify or amend the terms and conditions of this Award, impose conditions on the timing and effectiveness of the issuance of the Shares, or take any other action it deems necessary or advisable, to cause this Award to comply with Section 409A of the Code (or an exception thereto). Notwithstanding, the Employee recognizes and acknowledges that Section 409A of the Code may impose upon the Employee certain taxes or interest charges for which the Employee is and shall remain solely responsible.
|
12.
|
Notwithstanding any other provisions in this Agreement, any RSUs subject to recovery under any law, government regulation, stock exchange listing requirement, or Company policy, shall be subject to such deductions, recoupment and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to this Award and recovery of amounts relating thereto. By accepting this Award, Employee agrees and acknowledges that he or she is obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover, recoup or recapture this Award or amounts paid under the Plan pursuant to such law, government regulation, stock
|
13.
|
This Agreement will be governed by the laws of the State of Delaware without giving effect to its choice of law provisions.
|
1.
|
This Award of Performance Units is subject to all terms and conditions of this Agreement and the Plan, the terms of which are incorporated herein by reference:
|
Name of Employee:
|
|
|
|
Fidelity System ID:
|
|
|
|
Grant Date:
|
|
|
|
Target Number of Performance Units:
|
|
|
|
Target Value:
|
|
2.
|
The Employee is hereby granted an Award of the total number of Performance Units (at target) set forth above. The Performance Units will be reflected in a book account by the Company during the Performance Period (as defined below). Contingent upon achieving or exceeding 75% or more of the Performance Target, the value of vested Performance Units, will be paid in cash in the calendar year following the completion of the
|
3.
|
The “Performance Period” is the three calendar year period beginning on January 1st in the year of grant and ending on and through December 31st in the second year following the year of the grant date.
|
4.
|
Except as otherwise provided in this Agreement, this Award of Performance Units will vest, in accordance with and subject to the terms of this Agreement, in three equal installments on December 31st in each year during the Performance Period (each a “Vesting Date”); provided, however, that if:
|
(A)
|
the Employee Separates from Service prior to the end of the Performance Period by reason of the Employee’s death or a Separation from Service on account of Disability, all Performance Units referenced in the chart above shall vest on such termination date and a cash amount equal to $1 for each Performance Unit shall be paid to the Employee on the date of Separation from Service (or as soon as practicable thereafter); provided, however, any payment due to the Employee by reason of a Separation from Service on account of Disability shall be delayed to the extent required by Section 14(k)(i) of the Plan;
|
(B)
|
(i) the Employee Separates from Service prior to the Payment Date by reason of a Separation from Service by the Company for Cause (as defined in the Plan and as may otherwise be determined by the Committee in its sole discretion for all purposes of this Agreement) or (ii) the Employee Separates from Service prior to the final Vesting Date by reason of a voluntary Separation from Service by the Employee (including any retirement other than a Qualified Retirement (as defined below)), this Award of Performance Units (including any vested portion) will be forfeited in full and cancelled by the Company, and shall cease to be outstanding, upon such termination date; and
|
(C)
|
the Employee Separates from Service for any other reason, including on account of a Qualified Retirement, by reason of death or Disability subsequent to the end of the Performance Period, or by reason of a Separation from Service by the Company (other than for cause, voluntarily by the Employee not as part of a Qualified Retirement or due to death or Disability as provided in paragraphs 4(A) and 4(B)), the Employee will be eligible to receive the value of his or her vested Performance Units, as of the date of the Separation from Service, on the Payment Date in accordance with and subject to the terms set forth in paragraph 5 below. For purposes of this Agreement, “Qualified Retirement” means the Employee’s retirement at a time when such Employee is at least 60 years of age and has at
|
5.
|
Each Performance Unit represents a right to receive the applicable Performance Unit value in the chart below, in cash on the Payment Date, if and only if, such Performance Unit (i) has not been forfeited prior to its Vesting Date and (ii) has vested in accordance with the terms of this Agreement.
|
ACTUAL PFCF
OVER THE PERFORMANCE PERIOD |
PERFORMANCE
UNIT VALUE
|
Below 75% of Performance Target =
|
USD$0.00
|
Equal to 87.5% of Performance Target =
|
USD$0.50
|
Equal to 100% of Performance Target =
|
USD$1.00
|
Equal to or greater than 125% of Performance Target =
|
USD$2.00
|
6.
|
Notwithstanding the foregoing, in the event of a (i) Change in Control (as defined below) and (ii) a Qualifying Event (as defined below) prior to the end of the Performance Period, if the Performance Units described herein have not already been previously forfeited or
|
(A)
|
Change in Control means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company to any Person or group (as that term is used in Section 13(d) (3) of the Exchange Act) of Persons, (ii) a Person or group (as so defined in the Plan) of Persons (other than Management of the Company on the date of the most recent adoption of the Plan by the Company's stockholders or their Affiliates) shall have become the beneficial owner (as defined below) of more than 35% of the outstanding voting stock of the Company, (iii) during any one-year period, individuals who at the beginning of such period constitute the Board (together with any new Director whose election or nomination was approved by a majority of the Directors then in office who were either Directors at the beginning of such period or who were previously so approved, but excluding under all circumstances any such new Director whose initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of any individual, corporation, partnership or other entity or group, including through the use of proxy access procedures as may be provided in the Company’s bylaws) cease to constitute a majority of the Board, or (iv) the consummation of a merger, consolidation, business combination or similar transaction involving the Company unless securities representing 65% or more of the then outstanding voting stock of the corporation resulting from such transaction are held subsequent to such transaction by the Person or Persons who were the beneficial owners of the outstanding voting stock of the Company immediately prior to such transaction in substantially the same proportions as their ownership immediately prior to such transaction. Notwithstanding the foregoing or any provision to the contrary, if an Award is subject to Section 409A (and not excepted therefrom) and a Change in Control is a distribution event for purposes of an Award, the foregoing definition of Change in Control shall be interpreted, administered and construed in a manner necessary to ensure that the occurrence of any such event shall result in a Change in Control only if such event qualifies as a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation,
|
(B)
|
Qualifying Event means the occurrence of one or more of the following events: (i) immediately upon the consummation of a Change in Control event, failure of the successor company in a Change in Control event to provide Substitute Awards that are substantially similar in both nature and terms (including having an equivalent realizable pre-tax value to the outstanding Awards assuming vesting and delivery at the consummation of the Change in Control); (ii) within two years of the consummation of a Change in Control event, an involuntary termination without Cause of the Employee; or (iii) within two years of the consummation of a Change in Control event, a Good Reason Termination (as defined in Section 6(C) below) by the Employee.
|
(C)
|
Good Reason Termination means, without an Employee’s written consent, the Separation from Service (for reasons other than death, Disability or Cause) by an Employee due to any of the following events occurring within two years of the consummation of a Change in Control: (i) the relocation of an Employee’s principal place of employment to a location that is more than 50 miles from the principal place of employment in effect immediately prior to such Change in Control; (ii) a material diminution in the duties or responsibilities of an Employee from those in place immediately prior to such Change in Control; and (iii) a material reduction in the base salary or annual incentive opportunity of an Employee from what was in place immediately prior to such Change in Control.
|
7.
|
Notices hereunder and under the Plan, if to the Company, shall be delivered to the Plan Administrator (as so designated by the Company) or mailed to the Company’s principal office, 4300 Wilson Boulevard, Arlington, VA 22203 (or as subsequently designated by the Company), attention of the Plan Administrator, or, if to the Employee, shall be
|
8.
|
All decisions and interpretations made by the Board of Directors or the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on all persons. Unless otherwise specifically provided herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan will govern.
|
9.
|
By accepting this Award of Performance Units, the Employee acknowledges receipt of a copy of the Plan and the prospectus relating to this Award of Performance Units, and agrees to be bound by the terms and conditions set forth in the Plan and this Agreement, as in effect and/or amended from time to time.
The Employee further acknowledges that the Plan and related documents, which may include the Plan prospectus, may be delivered electronically. Such means of delivery may include the delivery of a link to a Company intranet site or the internet site of a third party involved in administering the Plan, the delivery of the documents via e-mail or CD-ROM or such other delivery determined at the Plan Administrator’s discretion. The Employee acknowledges that the Employee may receive from the Company a paper copy of any documents delivered electronically at no cost if the Employee contacts the Human Resources department of the Company by telephone at (703) 682-6553 or by mail to 4300 Wilson Boulevard, Suite 1100, Arlington, Virginia 22203. The Employee further acknowledges that the Employee will be provided with a paper copy of any documents delivered electronically if electronic delivery fails. |
10.
|
This Award is intended to satisfy the requirements of Section 409A of the Code (or an exception thereto) and shall be administered, interpreted and construed accordingly. A payment shall be treated as made on the specified date of payment if such payment is made at such date or a later date in the same calendar year or, if later, by the 15th day of the third calendar month following the specified date of payment, as provided and in accordance with Treas. Reg. § 1.409A-3(d). The Company may, in its sole discretion and without the Employee’s consent, modify or amend the terms and conditions of this Award, impose conditions on the timings and effectiveness of the payment of the Performance Units, or take any other action it deems necessary or advisable, to cause this Award to comply with Section 409A of the Code (or an exception thereto). Notwithstanding, the Employee recognizes and acknowledges that Section 409A of the Code may impose upon the Employee certain taxes or interest charges for which the Employee is and shall remain solely responsible.
|
11.
|
The Employee acknowledges that any income for federal, state or local income tax purposes that the Employee is required to recognize on account of the vesting of the Performance Units and/or payment in settlement of the Performance Units to the Employee shall be subject to withholding of tax by the Company. In accordance with administrative procedures established by the Company, the Company shall mandatorily satisfy the Employee’s minimum statutory withholding tax obligations, if any, by withholding from the payment in settlement of the Performance Units to be made to the Employee a sufficient amount equal to the applicable minimum statutory withholding tax obligation.
|
12.
|
Notwithstanding any other provisions in this Agreement, any Performance Units subject to recovery under any law, government regulation, stock exchange listing requirement, or Company policy, shall be subject to such deductions, recoupment and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to this Award and recovery of amounts relating thereto. By accepting this Award, Employee agrees and acknowledges that he or she is obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover, recoup or recapture this Award or amounts paid under the Plan pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover, recoup or recapture this Award or amounts paid under the Plan from Employee’s accounts, or pending or future compensation or other grants.
|
13.
|
This Agreement will be governed by the laws of the State of Delaware without giving effect to its choice of law provisions.
|
1.
|
This Award of PCUs is subject to all terms and conditions of this Agreement and the Plan, the terms of which are incorporated herein by reference:
|
Name of Employee:
|
|
|
|
Fidelity System ID:
|
|
|
|
Grant Date:
|
|
|
|
Target Number of PCUs:
|
|
|
|
Target Value:
|
|
2.
|
The Employee is hereby granted an Award of the Target number of PCUs set forth above. The PCUs will be reflected in a book account by the Company during the Performance Period (as defined below). Contingent upon achieving required performance levels, the value of vested PCUs, will be paid in cash in the calendar year following the completion of the Performance Period (the “Payment Date”), as soon as administratively practicable following the end of the Performance Period.
|
3.
|
The “Performance Period” is the three calendar year period beginning on January 1st in the year of grant and ending on and through December 31st in the second year following the year of the grant date.
|
4.
|
Except as otherwise provided in this Agreement, this Award of PCUs will vest, in accordance with and subject to the terms of this Agreement, in three equal installments on December 31st in each year during the Performance Period (each a “Vesting Date”); provided, however, that if:
|
(A)
|
the Employee Separates from Service prior to the end of the Performance Period by reason of the Employee’s death or a Separation from Service on account of Disability, all PCUs referenced in the chart above shall vest on such termination date and a cash amount equal to $1 for each PCU shall be paid to the Employee on the date of Separation from Service (or as soon as practicable thereafter); provided, however, any payment due to the Employee by reason of a Separation from Service on account of Disability shall be delayed to the extent required by Section 14(k)(i) of the Plan;
|
(B)
|
(i) the Employee Separates from Service prior to the Payment Date by reason of a Separation from Service by the Company for Cause (as defined in the Plan and as may otherwise be determined by the Committee in its sole discretion for all purposes of this Agreement) or (ii) the Employee Separates from Service prior to the final Vesting Date by reason of a voluntary Separation from Service by the Employee (including any retirement other than a Qualified Retirement (as defined below)), this Award of PCUs (including any vested portion) will be forfeited in full and cancelled by the Company, and shall cease to be outstanding, upon such termination date; and
|
(C)
|
the Employee Separates from Service for any other reason, including on account of a Qualified Retirement, by reason of death or Disability subsequent to the end of the Performance Period, or by reason of a Separation from Service by the Company (other than for Cause, voluntarily by the Employee not as part of a Qualified Retirement or due to death or Disability as provided in paragraphs 4(A) and 4(B)), the Employee will be eligible to receive the value of his or her vested PCUs, as of the date of Separation from Service, on the Payment Date in accordance with and subject to the terms set forth in paragraph 5 below. For purposes of this Agreement, “Qualified Retirement” means the Employee’s retirement at a time when such Employee is at least 60 years of age and has at least seven years of service as an employee of the Company and/or one or more of its Affiliates.
|
5.
|
Each PCU represents a right to receive the applicable PCU value in the chart below, in cash on the Payment Date, if and only if, such PCU (i) has not been forfeited prior to its Vesting Date and (ii) has vested in accordance with the terms of this Agreement.
|
PEER GROUP INDEX
|
PROPORTIONAL WEIGHTING
|
S&P Utilities Index
|
50%
|
S&P 500 Index
|
25%
|
MSCI Emerging Markets Index
|
25%
|
|
|
|
|||
|
ACTUAL AES-TSR COMPARED TO
EACH PEER GROUP INDEX FOR THE
PERFORMANCE PERIOD
|
INDEX SCORE
|
|
||
|
Below 30
th
Percentile
|
0%
|
|
||
|
Equal to the 30
th
Percentile
|
50%
|
|
||
|
Equal to the 50
th
Percentile
|
100%
|
|
||
|
Equal to or the 70
th
Percentile
|
150%
|
|
||
|
Equal to or greater than 90
th
Percentile
|
200%
|
|
6.
|
Notwithstanding the foregoing, in the event of a (i) Change in Control (as defined below) and (ii) a Qualifying Event (as defined below) prior to the end of the Performance Period, if the PCUs described herein have not already been previously forfeited or cancelled, such PCUs shall become fully vested (for the Target number of PCUs set forth in paragraph 1) and payable in a cash amount equal to $1.00 for each PCU, and the Payment Date will occur contemporaneous with the Qualifying Event; provided, however, that in connection with a Change in Control, payment of any obligation payable pursuant to the preceding sentence may be made in cash of equivalent value and/or securities or other property in the Committee’s discretion.
|
(A)
|
Change in Control means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company to any Person or group (as that term is used in Section 13(d) (3) of the Exchange Act) of Persons, (ii) a Person or group (as defined in the Plan) of Persons (other than Management of the Company on the date of the most recent adoption of the Plan by the Company's stockholders or their Affiliates) shall have become the beneficial owner (as defined below) of more than 35% of the outstanding voting stock of the Company, (iii) during any one-year period, individuals who at the beginning of such period constitute the Board (together with any new Director whose election or nomination was approved by a majority of the Directors then in office who were either Directors at the beginning of such period or who were previously so approved, but excluding under all circumstances any such new Director whose initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of any individual, corporation, partnership or other entity or group, including through the use of proxy access procedures as may be provided in the Company’s bylaws) cease to constitute a majority of the Board, or
|
(B)
|
Qualifying Event means the occurrence of one or more of the following events: (i) immediately upon the consummation of a Change in Control event, failure of the successor company in a Change in Control event to provide Substitute Awards that are substantially similar in both nature and terms (including having an equivalent realizable pre-tax value to outstanding Awards assuming vesting and delivery at the consummation of the Change in Control); (ii) within two years of the consummation of a Change in Control event, an involuntary termination without Cause of the Employee; or (iii) within two years of the consummation of a Change in Control event, a Good Reason Termination (as defined in Section 6(C) below) by the Employee.
|
(C)
|
Good Reason Termination means, without an Employee’s written consent, the Separation from Service (for reasons other than death, Disability or Cause) by an Employee due to any of the following events occurring within two years of the consummation of a Change in Control: (i) the relocation of an Employee’s principal place of employment to a location that is more than 50 miles from the principal place of employment in effect immediately prior to such Change in Control; (ii) a material diminution in the duties or responsibilities of an Employee from those in place immediately prior to such Change in Control; and (iii) a material reduction in the base salary or annual incentive opportunity of an Employee from what was in place immediately prior to such Change in Control.
|
7.
|
Notices hereunder and under the Plan, if to the Company, shall be delivered to the Plan Administrator (as so designated by the Company) or mailed to the Company’s principal office, 4300 Wilson Boulevard, Arlington, VA 22203 (or as subsequently designated by the Company), attention of the Plan Administrator, or, if to the Employee, shall be delivered to the Employee, which may include electronic delivery, or mailed to his or her address as the same appears on the records of the Company.
|
8.
|
All decisions and interpretations made by the Board of Directors or the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on all persons. Unless otherwise specifically provided herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan will govern.
|
9.
|
By accepting this Award of PCUs, the Employee acknowledges receipt of a copy of the Plan and the prospectus relating to this Award of PCUs, and agrees to be bound by the terms and conditions set forth in the Plan and this Agreement, as in effect and/or amended from time to time.
The Employee further acknowledges that the Plan and related documents, which may include the Plan prospectus, may be delivered electronically. Such means of delivery may include the delivery of a link to a Company intranet site or the internet site of a third party involved in administering the Plan, the delivery of the documents via e-mail or CD-ROM or such other delivery determined at the Plan Administrator’s discretion. The Employee acknowledges that the Employee may receive from the Company a paper copy of any documents delivered electronically at no cost if the Employee contacts the Human Resources department of the Company by telephone at (703) 682-6553 or by mail to 4300 Wilson Boulevard, Suite 1100, Arlington, Virginia 22203. The Employee further acknowledges that the Employee will be provided with a paper copy of any documents delivered electronically if electronic delivery fails. |
10.
|
This Award is intended to satisfy the requirements of Section 409A of the Code (or an exception thereto) and shall be administered, interpreted and construed accordingly. A payment shall be treated as made on the specified date of payment if such payment is made at such date or a later date in the same calendar year or, if later, by the 15th day of the third calendar month following the specified date of payment, as provided and in accordance with Treas. Reg. § 1.409A-3(d). The Company may, in its sole discretion and without the Employee’s consent, modify or amend the terms and conditions of this Award, impose conditions on the timings and effectiveness of the payment of the PCUs, or take any other action it deems necessary or advisable, to cause this Award to comply with Section 409A of the Code (or an exception thereto). Notwithstanding, the Employee recognizes and acknowledges that Section 409A of the Code may impose upon the Employee certain taxes or interest charges for which the Employee is and shall remain solely responsible.
|
11.
|
The Employee acknowledges that any income for federal, state or local income tax purposes that the Employee is required to recognize on account of the vesting of the PCUs and/or payment in settlement of the PCUs to the Employee shall be subject to withholding of tax by the Company. In accordance with administrative procedures established by the Company, the Company shall mandatorily satisfy the Employee’s minimum statutory withholding tax obligations, if any, by withholding from the payment in settlement of the PCUs to be made to the Employee a sufficient amount equal to the applicable minimum statutory withholding tax obligation.
|
12.
|
Notwithstanding any other provisions in this Agreement, any PCUs subject to recovery under any law, government regulation, stock exchange listing requirement, or Company policy, shall be subject to such deductions, recoupment and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to this Award and recovery of amounts relating thereto. By accepting this Award, Employee agrees and acknowledges that he or she is obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover, recoup or recapture this Award or amounts paid under the Plan pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover, recoup or recapture this Award or amounts paid under the Plan from Employee’s accounts, or pending or future compensation or other grants.
|
13.
|
This Agreement will be governed by the laws of the State of Delaware without giving effect to its choice of law provisions.
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Actual:
|
|
|
|
|
|
|
|
|
|
||||||||||
Computation of earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes and equity in earnings of affiliates
|
$
|
1,122
|
|
|
$
|
1,576
|
|
|
$
|
1,048
|
|
|
$
|
230
|
|
|
$
|
2,260
|
|
Fixed charges
|
1,559
|
|
|
1,584
|
|
|
1,595
|
|
|
1,693
|
|
|
1,799
|
|
|||||
Amortization of capitalized interest
|
19
|
|
|
21
|
|
|
20
|
|
|
18
|
|
|
9
|
|
|||||
Distributed income of equity investees
|
16
|
|
|
28
|
|
|
2
|
|
|
5
|
|
|
25
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest
|
(97
|
)
|
|
(75
|
)
|
|
(58
|
)
|
|
(87
|
)
|
|
(152
|
)
|
|||||
Preference security dividend of consolidated subsidiary
|
(10
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|||||
Noncontrolling interests in pretax income of subsidiaries that have not incurred fixed charges
|
(28
|
)
|
|
(26
|
)
|
|
(40
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|||||
Earnings
|
$
|
2,581
|
|
|
$
|
3,103
|
|
|
$
|
2,561
|
|
|
$
|
1,849
|
|
|
$
|
3,935
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, debt premium and discount amortization
|
$
|
1,430
|
|
|
$
|
1,485
|
|
|
$
|
1,516
|
|
|
$
|
1,581
|
|
|
$
|
1,623
|
|
Capitalized interest
|
97
|
|
|
75
|
|
|
58
|
|
|
87
|
|
|
152
|
|
|||||
Preference security dividend of consolidated subsidiary
|
10
|
|
|
5
|
|
|
6
|
|
|
6
|
|
|
4
|
|
|||||
Interest portion of rental expense
(1)
|
22
|
|
|
19
|
|
|
15
|
|
|
19
|
|
|
20
|
|
|||||
Fixed charges
|
$
|
1,559
|
|
|
$
|
1,584
|
|
|
$
|
1,595
|
|
|
$
|
1,693
|
|
|
$
|
1,799
|
|
Ratio of earnings to fixed charges
|
1.66
|
|
|
1.96
|
|
|
1.61
|
|
|
1.09
|
|
|
2.19
|
|
Name
|
Jurisdiction
|
AES (India) Private Limited
|
India
|
AES (NI) Limited
|
Northern Ireland
|
AES Abigail S.a.r.l.
|
Luxembourg
|
AES Africa Power Company B.V.
|
The Netherlands
|
AES AgriVerde Holdings, B.V.
|
The Netherlands
|
AES AgriVerde Services (Ukraine) Limited Liability Company
|
Ukraine
|
AES Alamitos Development, Inc.
|
Delaware
|
AES Alamitos Energy, LLC
|
Delaware
|
AES Alamitos, L.L.C.
|
Delaware
|
AES Alicura Holdings S.C.A
|
Argentina
|
AES Americas International Holdings, Limited
|
Bermuda
|
AES Amsterdam Holdings B.V.
|
The Netherlands
|
AES Andes Energy, Inc.
|
Delaware
|
AES Andres (BVI) Ltd.
|
British Virgin Islands
|
AES Andres BV
|
Spain
|
AES Andres Dominicana, Ltd.
|
Cayman Islands
|
AES Andres DR, S.A.
|
Dominican Republic
|
AES Andres Holdings I, Ltd
|
Cayman Islands
|
AES Aramtermelo Holdings B.V.
|
The Netherlands
|
AES Argentina Generación S.A.
|
Argentina
|
AES Argentina Holdings S.C.A.
|
Uruguay
|
AES Argentina Investments, Ltd.
|
Cayman Islands
|
AES Argentina Operations, Ltd.
|
Cayman Islands
|
AES Argentina, Inc.
|
Delaware
|
AES Arlington Services, LLC
|
Delaware
|
AES Armenia Mountain Holdings, LLC
|
Delaware
|
AES Armenia Mountain Wind 2, LLC
|
Delaware
|
AES Athens Holdings B.V.
|
The Netherlands
|
AES Aurora Holdings, Inc.
|
Delaware
|
AES Aurora, Inc.
|
Delaware
|
AES Bainbridge Holdings, LLC
|
Delaware
|
AES Bainbridge, LLC
|
Delaware
|
AES Ballylumford Holdings Limited
|
England & Wales
|
AES Ballylumford Limited
|
Northern Ireland
|
AES Baltic Holdings BV
|
The Netherlands
|
AES Barka Services, Inc.
|
Delaware
|
AES Barry Limited
|
United Kingdom
|
AES Barry Operations Ltd.
|
United Kingdom
|
AES Beaver Valley, L.L.C.
|
Delaware
|
AES Belfast West Power Limited
|
Northern Ireland
|
AES Big Sky, L.L.C.
|
Virginia
|
AES Borsod CFB Kft
|
Hungary
|
AES Borsod Energetic Ltd.
|
Hungary
|
AES Borsod Holdings Limited
|
United Kingdom
|
AES Botswana Holdings B.V.
|
The Netherlands
|
AES Brasil Investimentos e Participacoes Ltda.
|
Brazil
|
AES Brasil Ltda
|
Brazil
|
AES Brazil International Holdings, Limited
|
Bermuda
|
AES Brazil Investimento II, LLC
|
Delaware
|
AES Brazil Investimento III, LLC
|
Delaware
|
AES Brazil, Inc.
|
Delaware
|
AES Brazilian Holdings, Ltd.
|
Cayman Islands
|
AES Bulgaria B.V.
|
The Netherlands
|
AES Bulgaria Holdings BV
|
The Netherlands
|
AES Bulgaria Trading EOOD
|
Bulgaria
|
AES Bussum Holdings BV
|
The Netherlands
|
AES CAESS Distribution, Inc.
|
Delaware
|
AES Calaca Pte. Ltd.
|
Singapore
|
AES Calaca Pte. Ltd. - Philippine Branch
|
Philippines
|
AES Calgary, Inc.
|
Delaware
|
AES California Management Co., Inc.
|
Delaware
|
AES Caracoles SRL
|
Argentina
|
AES Carbon Exchange, Ltd.
|
Bermuda
|
AES Carbon Holdings, LLC
|
Virginia
|
AES Caribbean Finance Holdings, Inc.
|
Delaware
|
AES Caribbean Investment Holdings, Ltd.
|
Cayman Islands
|
AES Cartegena Holdings BV
|
The Netherlands
|
AES Cayman Guaiba, Ltd.
|
Cayman Islands
|
AES Cayman Islands Holdings, Ltd.
|
Cayman Islands
|
AES Cayman Pampas, Ltd.
|
Cayman Islands
|
AES CC&T Holdings LLC
|
Delaware
|
AES CC&T International, Ltd.
|
British Virgin Islands
|
AES Central America Electric Light, Ltd.
|
Cayman Islands
|
AES Central American Holdings, Inc.
|
Delaware
|
AES Central American Investment Holdings, Ltd.
|
Cayman Islands
|
AES Central Asia Holdings BV
|
The Netherlands
|
AES Changuinola, S.R.L.
|
Panama
|
AES Chhattisgarh Energy Private Limited
|
India
|
AES Chigen Holdings, Ltd.
|
Cayman Islands
|
AES China Generating Co. Ltd.
|
Bermuda
|
AES China Hydropower Investment Co. Pte. Ltd.
|
Singapore
|
AES Chivor & Cia S.C.A. E.S.P.
|
Colombia
|
AES Chivor S.A.
|
Colombia
|
AES CLESA Y Compania, Sociedad en Comandita de Capital Variable
|
El Salvador
|
AES Climate Solutions Holdings I B.V.
|
The Netherlands
|
AES Climate Solutions Holdings I, LLC
|
Delaware
|
AES Climate Solutions Holdings II, LLC
|
Delaware
|
AES Climate Solutions Holdings, L.P.
|
Bermuda
|
AES Climate Solutions Holdings, LLC
|
Delaware
|
AES Columbia Power, LLC
|
Delaware
|
AES Communications Latin America, Inc.
|
Delaware
|
AES Communications, Ltd.
|
Cayman Islands
|
AES Connecticut Management, L.L.C.
|
Delaware
|
AES Coop Holdings, LLC
|
Delaware
|
AES Costa Rica Energy SRL
|
Costa Rica
|
AES Costa Rica Holdings, Ltd.
|
Cayman Islands
|
AES DE Construction, LLC
|
Colorado
|
AES DE Holdings I, LLC
|
Colorado
|
AES DE Holdings II, LLC
|
Delaware
|
AES DE International Holdings I, LLC
|
Colorado
|
AES DE Manager, LLC
|
Colorado
|
AES DE Residential Holdings I, LLC
|
Colorado
|
AES DE Solar Access Holdings I, LLC
|
Delaware
|
AES Deepwater, LLC
|
Delaware
|
AES Desert Power, L.L.C.
|
Delaware
|
AES Development de Argentina S.A.
|
Argentina
|
AES Disaster Relief Fund
|
Virginia
|
AES Distribuidores Salvadorenos Limitada
|
El Salvador
|
AES Distribuidores Salvadorenos Y Compania S en C de C.V.
|
El Salvador
|
AES Distributed Energy, Inc.
|
Delaware
|
AES DPL Holdings, LLC
|
Delaware
|
AES Drax Financing, Inc.
|
Delaware
|
AES Drax Power Finance Holdings Limited
|
United Kingdom
|
AES Eastern Wind, L.L.C.
|
Delaware
|
AES Ecotek Europe Holdings B.V.
|
The Netherlands
|
AES EDC Holding, L.L.C.
|
Delaware
|
AES EEO Distribution, Inc.
|
Delaware
|
AES El Faro Electric Light, Ltd.
|
Cayman Islands
|
AES El Faro Generating, Ltd.
|
Cayman Islands
|
AES El Faro Generation, Inc.
|
Delaware
|
AES El Salvador Distribution Ventures, Ltd.
|
Cayman Islands
|
AES El Salvador Electric Light, LLC
|
Virginia
|
AES El Salvador Trust
|
Panama
|
AES El Salvador, LLC
|
Virginia
|
AES El Salvador, S.A. de C.V.
|
El Salvador
|
AES Electric Ltd.
|
United Kingdom
|
AES Electroinversora Espana S.L.
|
Spain
|
AES Elpa S.A.
|
Brazil
|
AES Elsta BV
|
The Netherlands
|
AES Empresa Electrica de El Salvador Limitada de Capital Variable
|
El Salvador
|
AES Endeavor, Inc.
|
Delaware
|
AES Energia I, Ltd.
|
Cayman Islands
|
AES Energia II, Ltd.
|
Cayman Islands
|
AES Energia Mexicana I, S. de R.L. de C.V.
|
Mexico
|
AES Energy Developments (Pty) Ltd.
|
South Africa
|
AES Energy Developments, S.L.
|
Spain
|
AES Energy Services Inc.
|
Ontario
|
AES Energy Solutions, LLC
|
Delaware
|
AES Energy Storage Holdings, LLC
|
Delaware
|
AES Energy Storage Zeeland B.V.
|
The Netherlands
|
AES Energy Storage, LLC
|
Delaware
|
AES Energy, Ltd.
|
Bermuda
|
AES Energy, Ltd. (Argentina Branch)
|
Argentina
|
AES Engineering, LLC
|
Delaware
|
AES Engineering, Ltd.
|
Cayman Islands
|
AES ES Alamitos, LLC
|
Delaware
|
AES ES Deepwater, LLC
|
Delaware
|
AES ES Holdings, LLC
|
Delaware
|
AES ES Tait, LLC
|
Delaware
|
AES Europe Services EOOD
|
Bulgaria
|
AES European Holdings BV
|
The Netherlands
|
AES European Investments Cooperatief U.A.
|
The Netherlands
|
AES Finance and Development, Inc.
|
Delaware
|
AES Florestal Ltda.
|
Brazil
|
AES Fonseca Energia Limitada de C.V.
|
El Salvador
|
AES Forca, Ltd.
|
Cayman Islands
|
AES Foreign Energy Holdings, LLC
|
Delaware
|
AES Gas Supply & Distribution Ltd.
|
Cayman Islands
|
AES GEI US Finance, Inc.
|
Delaware
|
AES Gener S.A.
|
Chile
|
AES Generation Development, LLC
|
Delaware
|
AES GEO Energy OOD
|
Bulgaria
|
AES Global African Power (Proprietary) Limited
|
South Africa
|
AES Global Insurance Company
|
Vermont
|
AES Global Mobility Services, LLC
|
Delaware
|
AES Global Power Holdings B.V.
|
The Netherlands
|
AES GPH Holdings, Inc.
|
Delaware
|
AES Grand Dominicana, Ltd.
|
Cayman Islands
|
AES Great Britain Holdings B.V.
|
The Netherlands
|
AES Grid Stability, LLC
|
Delaware
|
AES GT Holding Pty Ltd
|
Australia
|
AES Guaiba II Empreendimentos Ltda
|
Brazil
|
AES Guayama Holdings BV
|
The Netherlands
|
AES Hawaii Management Company, Inc.
|
Delaware
|
AES Hawaii, Inc.
|
Delaware
|
AES Highgrove Holdings, L.L.C.
|
Delaware
|
AES Highgrove, L.L.C.
|
Delaware
|
AES Hispanola Holdings BV
|
The Netherlands
|
AES Hispanola Holdings II BV
|
The Netherlands
|
AES Holanda Holdings C.V.
|
The Netherlands
|
AES Holdings B.V.
|
The Netherlands
|
AES Holdings B.V. - Vietnam Rep Office
|
Vietnam
|
AES Holdings Brasil Ltda.
|
Brazil
|
AES Honduras Generacion, Sociedad en Comandita por Acciones de Capital Variable
|
Honduras
|
AES Honduras Generation Ventures, Ltd.
|
Cayman Islands
|
AES Honduras Holdings, Ltd.
|
Cayman Islands
|
AES Horizons Holdings BV
|
The Netherlands
|
AES Horizons Investments Limited
|
United Kingdom
|
AES Hungary Energiaszolgáltató Kft.
|
Hungary
|
AES Huntington Beach Development, L.L.C.
|
Delaware
|
AES Huntington Beach Energy, LLC
|
Delaware
|
AES Huntington Beach, L.L.C.
|
Delaware
|
AES IB Valley Corporation
|
India
|
AES Ilumina Holdings, LLC
|
Delaware
|
AES Ilumina Member, LLC
|
Delaware
|
AES Ilumina, LLC
|
Puerto Rico
|
AES India Holdings (Mauritius)
|
Mauritius
|
AES India, L.L.C.
|
Delaware
|
AES Indiana Holdings, L.L.C.
|
Delaware
|
AES Intercon II, Ltd.
|
Cayman Islands
|
AES Interenergy, Ltd.
|
Cayman Islands
|
AES International Holdings II, Ltd.
|
British Virgin Islands
|
AES International Holdings III, Ltd.
|
British Virgin Islands
|
AES International Holdings, Ltd.
|
British Virgin Islands
|
AES Investment Chile SpA
|
Chile
|
AES IPP S. de R.L. de C.V.
|
Mexico
|
AES Isthmus Energy, S.A.
|
Panama
|
AES Jordan Holdco Cayman Limited
|
Cayman Islands
|
AES Jordan Holdco, Ltd.
|
Cayman Islands
|
AES Jordan PSC
|
Jordan
|
AES Juniper Point Holdings, LLC
|
Delaware
|
AES K2 Limited
|
United Kingdom
|
AES Kalaeloa Venture, L.L.C.
|
Delaware
|
AES Kelanitissa (Private) Limited
|
Sri Lanka
|
AES Keystone Wind, L.L.C.
|
Delaware
|
AES Keystone, L.L.C.
|
Delaware
|
AES Khanya - Kwazulu Natal (Proprietary) Limited
|
South Africa
|
AES Khanya - Port Elizabeth (Pty) Ltd.
|
South Africa
|
AES Kienke Holdings B.V.
|
The Netherlands
|
AES Kilroot Generating Limited
|
Northern Ireland
|
AES Kilroot Power Limited
|
Northern Ireland
|
AES King Harbor, Inc.
|
Delaware
|
AES Kingston Holdings B.V.
|
The Netherlands
|
AES Landfill Carbon, LLC
|
Virginia
|
AES LATAM Energy Development Ltd.
|
Cayman Islands
|
AES Latin America S. de R.L.
|
Panama
|
AES Latin American Development, Ltd.
|
Cayman Islands
|
AES Laurel Mountain, LLC
|
Delaware
|
AES Levant Holdings B.V.
|
The Netherlands
|
AES Levant Holdings B.V/ Jordan PSC
|
Jordan
|
AES Lion Telecom Investments B.V.
|
The Netherlands
|
AES LNG Holding II, Ltd.
|
Cayman Islands
|
AES LNG Holding III, Ltd.
|
Cayman Islands
|
AES LNG Holding IV, Ltd.
|
Cayman Islands
|
AES LNG Holding, Ltd.
|
Cayman Islands
|
AES Maastricht Holdings B.V.
|
The Netherlands
|
AES Maritza East 1 Ltd.
|
Bulgaria
|
AES Maritza East 1 Services Ltd.
|
Cyprus
|
AES Maritza East 1 Services Ltd.
|
Bulgaria
|
AES Masinloc Pte. Ltd.
|
Singapore
|
AES Mayan Holdings, S. de R.L. de C.V.
|
Mexico
|
AES Merida B.V.
|
The Netherlands
|
AES Merida III, S. de R.L. de C.V.
|
Mexico
|
AES Merida Management Services, S. de R.L. de C.V.
|
Mexico
|
AES Merida Operaciones SRL de CV
|
Mexico
|
AES Mexican Holdings, Ltd.
|
Cayman Islands
|
AES Mexico Farms, L.L.C.
|
Delaware
|
AES MicroPlanet, Ltd.
|
British Virgin Islands
|
AES Mid East Holdings 2, Ltd.
|
Cayman Islands
|
AES Middelzee Holding B.V.
|
The Netherlands
|
AES Mong Duong Holdings B.V.
|
The Netherlands
|
AES Mong Duong Project Holdings B.V.
|
The Netherlands
|
AES Monroe Holdings B.V.
|
The Netherlands
|
AES Mont Blanc Holdings B.V.
|
The Netherlands
|
AES Mount Vernon B.V.
|
The Netherlands
|
AES NA Central, L.L.C.
|
Delaware
|
AES Nejapa Gas Ltda. de C.V.
|
El Salvador
|
AES Nejapa Services Ltda. de C.V.
|
El Salvador
|
AES Netherlands Holdings B.V.
|
The Netherlands
|
AES New York Capital, L.L.C.
|
Delaware
|
AES New York Funding, L.L.C.
|
Delaware
|
AES Nigeria Holdings, Ltd.
|
Cayman Islands
|
AES Nile Power Finance (Uganda) Limited
|
Uganda
|
AES Nile Power Holdings Ltd.
|
Guernsey
|
AES Nile Power Ltd.
|
Uganda
|
AES Normandy Holdings B.V.
|
The Netherlands
|
AES North America Development, LLC
|
Delaware
|
AES Oasis Holdco, Inc.
|
Delaware
|
AES Oasis Ltd.
|
Cayman Islands
|
AES Oasis Mauritius Inc
|
Mauritius
|
AES Ocean Springs Trust Deed
|
Cayman Islands
|
AES Ocean Springs, Ltd.
|
Cayman Islands
|
AES Odyssey, L.L.C.
|
Delaware
|
AES Ohio Generation, LLC
|
Ohio
|
AES Operadora S.A
|
Argentina
|
AES OPGC Holding
|
Mauritius
|
AES Orissa Distribution Private Limited
|
India
|
AES Overseas Holdings (Cayman) Ltd.
|
Cayman Islands
|
AES Overseas Holdings Limited
|
United Kingdom
|
AES Pacific Ocean Holdings B.V.
|
The Netherlands
|
AES Pacific, Inc.
|
Delaware
|
AES Pacific, L.L.C.
|
Delaware
|
AES Pak Holdings, Ltd.
|
British Virgin Islands
|
AES Pakistan (Pvt) Ltd.
|
Pakistan
|
AES Pakistan Operations, Ltd.
|
Delaware
|
AES Panama Holding, Ltd.
|
Cayman Islands
|
AES Panamá, S.R.L.
|
Panama
|
AES Parana Gas S.A.
|
Argentina
|
AES Parana Holdings, Ltd.
|
Cayman Islands
|
AES Parana II Limited Partnership
|
Cayman Islands
|
AES Parana Operations S.R.L.
|
Argentina
|
AES Parana Propiedades S.A
|
Argentina
|
AES Parana Uruguay S.R.L
|
Uruguay
|
AES Pardo Holdings, Ltd.
|
Cayman Islands
|
AES Pasadena, Inc.
|
Delaware
|
AES Peru S.R.L.
|
Peru
|
AES Phil Investment Pte. Ltd.
|
Singapore
|
AES Philippine Holdings BV
|
The Netherlands
|
AES Philippines Energy Storage Co. Ltd.
|
Philippines
|
AES Philippines Energy Storage Co., Ltd.
|
Philippines
|
AES Philippines Inc.
|
Philippines
|
AES Philippines Power Foundation, Inc.
|
|
AES Philippines Power Partners Co. Ltd.
|
Philippines
|
AES Pirin Holdings, Ltd.
|
Cayman Islands
|
AES Platense Investments Uruguay S.C.A
|
Uruguay
|
AES Puerto Rico Services, Inc.
|
Delaware
|
AES Puerto Rico, Inc.
|
Cayman Islands
|
AES Puerto Rico, L.P.
|
Delaware
|
AES Red Oak, Inc.
|
Delaware
|
AES Redondo Beach, L.L.C.
|
Delaware
|
AES Riverside Holdings, LLC
|
Delaware
|
AES SACEF Investment, LLC
|
Delaware
|
AES Saint Petersburg Holdings B.V.
|
The Netherlands
|
AES San Nicolas Holding Espana, S.L.
|
Spain
|
AES San Nicolas, Inc.
|
Delaware
|
AES SEB Holdings (Delaware), LLC
|
Delaware
|
AES SEB Holdings, Ltd.
|
Cayman Islands
|
AES Services Philippines Inc.
|
Philippines
|
AES Services, Inc.
|
Delaware
|
AES Services, Ltd.
|
Cayman Islands
|
AES Servicios America S.R. L.
|
Argentina
|
AES Servicios e Inversiones Globales
|
Spain
|
AES Servicios Electricos, S. de R.L. de C.V.
|
Mexico
|
AES Serviços TC Ltda.
|
Brazil
|
AES Shady Point, LLC
|
Delaware
|
AES Shigis Energy LLP
|
Kazakhstan
|
AES Shulbinsk GES LLP
|
Kazakhstan
|
AES Silk Road, Inc.
|
Delaware
|
AES Sirocco Limited
|
United Kingdom
|
AES Sogrinsk TETS LLP
|
Kazakhstan
|
AES Solar Energy, LLC
|
Delaware
|
AES Solar Holdings, LLC
|
Delaware
|
AES Solar Power PR, LLC
|
Delaware
|
AES Soluciones, Limitada de Capital Variable
|
El Salvador
|
AES Solutions, LLC
|
Virginia
|
AES South Africa Peakers Holdings (Proprietary) Limited
|
South Africa
|
AES South America Holdings Cooperatief U.A.
|
The Netherlands
|
AES South America Holdings I B.V.
|
The Netherlands
|
AES South America Holdings II B.V.
|
The Netherlands
|
AES South American Holdings, Ltd.
|
Cayman Islands
|
AES South Point, Ltd.
|
Cayman Islands
|
AES Southland Development, LLC
|
Delaware
|
AES Southland Energy Holdings, LLC
|
Delaware
|
AES Southland Energy, LLC
|
Delaware
|
AES Stonehaven Holding, Inc.
|
Delaware
|
AES Strategic Equipment Holdings Corporation
|
Delaware
|
AES Sul Distribuidora Gaucha de Energia S.A.
|
Brazil
|
AES Sul, L.L.C.
|
Delaware
|
AES Summit Generation Ltd.
|
United Kingdom
|
AES Swiss Lake Holdings B.V.
|
The Netherlands
|
AES Tamuin Development Services S. de R.L. de C.V.
|
Mexico
|
AES Technology Holdings, LLC
|
Delaware
|
AES TEG Holdings I, LLC
|
Delaware
|
AES TEG Holdings, LLC
|
Delaware
|
AES TEG II Mexican Holdings, S. de R.L. de C.V.
|
Mexico
|
AES TEG II Mexican Investments, S. de R.L. de C.V.
|
Mexico
|
AES TEG II Operations, S. de R.L. de C.V.
|
Mexico
|
AES TEG Management, Inc.
|
Delaware
|
AES TEG Mexican Holdings, S. de R.L. de C.V.
|
Mexico
|
AES TEG Mexican Investments S. de R.L. de C.V.
|
Mexico
|
AES TEG Operations, S. de R.L. de C.V.
|
Mexico
|
AES TEG Power Investments B.V.
|
The Netherlands
|
AES TEG Power Investments II B.V.
|
The Netherlands
|
AES TEGTEP Holdings B.V.
|
The Netherlands
|
AES TEGTEP Treasury Holdings B.V.
|
The Netherlands
|
AES Tehachapi Wind, LLC
|
Delaware
|
AES TEP Holdings I, LLC
|
Delaware
|
AES TEP Holdings, LLC
|
Delaware
|
AES TEP Management, Inc.
|
Delaware
|
AES TEP Power II Investments Limited
|
United Kingdom
|
AES TEP Power Investments Limited
|
United Kingdom
|
AES Termosul Empreendimentos Ltda
|
Brazil
|
AES Termosul I, Ltd.
|
Cayman Islands
|
AES Termosul II, Ltd.
|
Cayman Islands
|
AES Terneuzen Holdings B.V.
|
The Netherlands
|
AES Terneuzen Management Services BV
|
The Netherlands
|
AES Tesoreria I S. de R.L. de C.V.
|
Mexico
|
AES Tesoreria II S. de R.L. de C.V.
|
Mexico
|
AES Texas Funding III, L.L.C.
|
Delaware
|
AES Thomas Holdings BV
|
The Netherlands
|
AES Tietê Energia S.A.
|
Brazil
|
AES Tisza Holdings BV
|
The Netherlands
|
AES Trade I, Ltd.
|
Cayman Islands
|
AES Trade II, Ltd.
|
Cayman Islands
|
AES Transatlantic Holdings B.V.
|
The Netherlands
|
AES Transgas I, Ltd.
|
Cayman Islands
|
AES Transpower Private Ltd - Philippines Branch (ROHQ)
|
Philippines
|
AES Transpower Private Ltd.
|
Singapore
|
AES Transpower Private Ltd. - Philippines ROHQ
|
Philippines
|
AES Transpower Pte Ltd -- Hong Kong Branch
|
Hong Kong
|
AES Treasure Cove, Ltd.
|
Cayman Islands
|
AES Trinidad Services Unlimited
|
Trinidad and Tobago
|
AES Trust III
|
Delaware
|
AES U&K Holdings B.V.
|
The Netherlands
|
AES U.S. Holdings, LLC
|
Delaware
|
AES U.S. Investments, Inc.
|
Indiana
|
AES U.S. Solar, LLC
|
Delaware
|
AES UCH Holdings (Cayman) Ltd.
|
Cayman Islands
|
AES UCH Holdings, Ltd.
|
Cayman Islands
|
AES UK Datacenter Services Limited
|
United Kingdom
|
AES UK Holdings Limited
|
United Kingdom
|
AES UK Power Financing II Ltd
|
United Kingdom
|
AES UK Power Financing Limited
|
United Kingdom
|
AES UK Power Holdings Limited
|
United Kingdom
|
AES UK Power Limited
|
United Kingdom
|
AES UK Power, L.L.C.
|
Delaware
|
AES Union de Negocios, S.A. de C.V.
|
El Salvador
|
AES Uruguaiana Empreendimentos S.A.
|
Brazil
|
AES US Distributed Solar Holdings, LLC
|
Delaware
|
AES US Generation Holdings, LLC
|
Delaware
|
AES US Generation, LLC
|
Delaware
|
AES US Services, LLC
|
Delaware
|
AES US Wind Development, L.L.C.
|
Delaware
|
AES Ust-Kamenogorsk GES LLP
|
Kazakhstan
|
AES Ust-Kamenogorsk TETS LLP
|
Kazakhstan
|
AES Venezuela Finance
|
United Kingdom
|
AES Warrior Run, L.L.C.
|
Delaware
|
AES Western Power Holdings, L.L.C.
|
Delaware
|
AES Western Power, L.L.C.
|
Delaware
|
AES Western Wind MV Acquisition, LLC
|
Delaware
|
AES Western Wind, L.L.C.
|
Delaware
|
AES Wilson Creek Wind, LLC
|
Delaware
|
AES Wind Bulgaria EOOD
|
Bulgaria
|
AES Wind Generation Asset Management Services Limited
|
United Kingdom
|
AES Wind Generation Limited
|
England & Wales
|
AES Wind Generation, LLC
|
Delaware
|
AES Wind Investments I B.V.
|
The Netherlands
|
AES Wind Investments II B.V.
|
The Netherlands
|
AES WR Limited Partnership
|
Delaware
|
AES Yucatan, S. de R.L. de C.V.
|
Mexico
|
AES ZEG Holdings B.V.
|
The Netherlands
|
AES Zephyr 2, LLC
|
Delaware
|
AES Zephyr 3, LLC
|
Delaware
|
AES Zephyr, Inc.
|
Delaware
|
AES-3C Maritza East 1 Ltd.
|
Bulgaria
|
AESCom Sul Ltda.
|
Brazil
|
AESEBA Trust Deed
|
Cayman Islands
|
AES-R.E. Services Energy Investment Management Hellas EPE
|
Greece
|
AES-RS Spanish Holdings, LLC
|
Delaware
|
AES-RS Sunshine Cooperatief U.A.
|
The Netherlands
|
AES-RS Sunshine Holdings, LLC
|
Delaware
|
AES-VCM Mong Duong Power Company Limited
|
Vietnam
|
AgCert Canada Co.
|
Canada
|
AgCert Canada Holding, Limited
|
Ireland
|
AgCert Chile Servicios Ambientales Limitada
|
Chile
|
AgCert do Brasil Soluções Ambientais Ltda.
|
Brazil
|
AgCert International, Limited
|
Ireland
|
AgCert Mexico Servicios Ambientales, Sociedade de Responsibilidad Limitada de Capital Variable
|
Mexico
|
AgCert Servicios Ambientales S.R.L.
|
Argentina
|
ALBERICH Beteiligungsverwaltungs GmbH
|
Austria
|
Alectrona M EPE
|
Greece
|
Alectrona PV EPE
|
Greece
|
Alpha Water and Realty Services Corp.
|
Philippines
|
Altai Power Limited Liability Partnership
|
Kazakhstan
|
Alto Maipo SpA
|
Chile
|
Anhui Liyuan - AES Power Co., Ltd.
|
China
|
ANTURIE Beteiligungsverwaltungs GmbH
|
Austria
|
Arizona B&GC Solar, LLC
|
Colorado
|
ARNIKA Beteiligungsverwaltungs GmbH
|
Austria
|
Atlantic Basin Services, Ltd.
|
Cayman Islands
|
Aurora Master Funding, LLC
|
Delaware
|
Aurora Master Holdings, LLC
|
Delaware
|
AZ Solar I, LLC
|
Colorado
|
AZ Solar II, LLC
|
Colorado
|
AZ Solar Phase Zero, LLC
|
Colorado
|
B.A. Services S.R.L.
|
Argentina
|
BaiCheng Wind-Power Co., Ltd.
|
China
|
Branch of Alberich Beteiligungsverwaltungs in Kazakhstan
|
Kazakhstan
|
Brasiliana Participações S.A.
|
Brazil
|
Bridgeport Solar, LLC
|
Colorado
|
Brite Solar Fund Holdco, LLC
|
Delaware
|
Buffalo Gap Holdings 2, LLC
|
Delaware
|
Buffalo Gap Holdings 3, L.L.C.
|
Delaware
|
Buffalo Gap Holdings, LLC
|
Delaware
|
Buffalo Gap Wind Farm 2, LLC
|
Delaware
|
Buffalo Gap Wind Farm 3, L.L.C.
|
Delaware
|
Buffalo Gap Wind Farm 4, L.L.C.
|
Delaware
|
Buffalo Gap Wind Farm, LLC
|
Delaware
|
Camille Trust
|
Cayman Islands
|
Camille, Ltd.
|
Cayman Islands
|
Cavanal Minerals, LLC
|
Delaware
|
Cayman Energy Traders
|
Cayman Islands
|
CCS Telecarrier
|
Cayman Islands
|
CDEC-SIC LTDA
|
Chile
|
CDEC-SING Ltda
|
Chile
|
Cemig II C.V.
|
The Netherlands
|
Central Electricity Supply Company of Orissa Limited
|
India
|
Central Termoelectrica Guillermo Brown S.A.
|
Argentina
|
Cerulean Properties, LLC
|
Delaware
|
CIA.TRANSMISORA DEL NORTE CHICO S.A.
|
Chile
|
Clean Wind Energy Ltd.
|
Israel
|
Cloghan Limited
|
Northern Ireland
|
Cloghan Point Holdings Limited
|
Northern Ireland
|
CMS Generation San Nicolas Company
|
Michigan
|
Coastal Itabo, Ltd.
|
Cayman Islands
|
Compania de Alumbrado Eletrico de San Salvador, S.A. DE C.V.
|
El Salvador
|
Costa Norte LNG Terminal S. de R.L.
|
Panama
|
Daggett Ridge Wind Farm, LLC
|
Delaware
|
Diamond Development, Inc.
|
Ohio
|
Distribuidora Electrica de Usulutan, Sociedad Anonima de Capital Variable
|
El Salvador
|
Dominican Power Partners
|
Cayman Islands
|
DPL Capital Trust II
|
Delaware
|
DPL Inc.
|
Ohio
|
Dublin Solar I, LLC
|
Indiana
|
Eastern Solar Holdings I, LLC
|
Delaware
|
Eastern Solar Holdings II, LLC
|
Delaware
|
Eastern Solar Parent, LLC
|
Delaware
|
Eletropaulo Metropolitana Eletricidade de Sao Paulo S.A.
|
Brazil
|
Eloy ESD Solar Holdings, LLC
|
Delaware
|
Elsta BV
|
The Netherlands
|
Elsta BV & Co. CV
|
The Netherlands
|
EMD Ventures BV
|
The Netherlands
|
Empresa Electrica Angamos S.A.
|
Chile
|
Empresa Electrica Campiche S.A.
|
Chile
|
Empresa Electrica Cochrane SpA
|
Chile
|
Empresa Electrica de Oriente, S.A. de C.V.
|
El Salvador
|
Empresa Electrica Santiago SpA
|
Chile
|
Empresa Electrica Ventanas S.A.
|
Chile
|
Empresa Generadora De Electricidad Itabo, S.A.
|
Dominican Republic
|
ENERAB, S. de R.L. de C.V.
|
Mexico
|
ENERGEN S.A.
|
Argentina
|
Energy Trade and Finance Corporation
|
Cayman Islands
|
Fundacion AES Dominicana, Inc.
|
Dominican Republic
|
Gas Natural Atlantico II S. de R.L.
|
Panama
|
Gas Natural Atlantico S. De R.L.
|
Panama
|
Gasoducto GasAndes Argentina S.A.
|
Argentina
|
Gasoducto GasAndes S.A.
|
Chile
|
Gener Argentina S.A.
|
Argentina
|
Gener Blue Water, Ltd.
|
Cayman Islands
|
Genergia Power, Ltd.
|
Cayman Islands
|
GENERGIA S.A.
|
Chile
|
Georgia Solar Holdings, LLC
|
Delaware
|
Georgia Solar Parent, LLC
|
Delaware
|
Global Energy Holdings C.V.
|
The Netherlands
|
GNRY Holdings & Investments Limited
|
Israel
|
Gray Springs Vista Solar, LLC
|
Delaware
|
Guacolda Energy S.A.
|
Chile
|
Haddonfield Finance Ltd.
|
Ireland
|
Health and Welfare Benefit Plans LLC
|
Delaware
|
Hefei Zhongli Energy Company Ltd.
|
China
|
Hipotecaria San Miguel Limitada de Capital Variable
|
El Salvador
|
Hipotecaria Santa Ana Limitada de Capital Variable
|
El Salvador
|
Hunan Xiangci - AES Hydro Power Company Ltd.
|
China
|
Indianapolis Power & Light Company
|
Indiana
|
Indimento Inversiones, S.L.
|
Spain
|
Instituto AES Brasil
|
Brazil
|
InterAndes, S.A.
|
Argentina
|
Inversiones Cachagua SpA
|
Chile
|
Inversiones Energia Renovable Limitada
|
Chile
|
Inversiones LK SpA
|
Chile
|
INVERSIONES NUEVA VENTANAS SpA
|
Chile
|
Inversiones Termoenergia de Chile Ltda.
|
Chile
|
Inversora de San Nicolas S.A.
|
Argentina
|
IPALCO Enterprises, Inc.
|
Indiana
|
IPL Funding Corporation
|
Indiana
|
Irtysh Power & Light LLP
|
Kazakhstan
|
Itabo Dominicana, Ltd.
|
Cayman Islands
|
Itabo III, S.R.L.
|
Dominican Republic
|
KA Energy OOD
|
Bulgaria
|
Kazincbarcikai Iparteruletfejleszt Kft.
|
Hungary
|
Kilroot Electric Limited
|
Cayman Islands
|
La Plata II, Ltd.
|
British Virgin Islands
|
La Plata III C.V.
|
The Netherlands
|
Lemoore PV 1 LLC
|
California
|
Little Waver Wind Farm Limited
|
England & Wales
|
MacGregor Park, Inc.
|
Ohio
|
Maguan Daliangzi Power Station Co., Ltd.
|
China
|
Maguan Laqi Power Station Co., Ltd.
|
China
|
Main Street Power Canada Holdings I, LLC
|
Colorado
|
Masin-AES Pte. Ltd.
|
Singapore
|
Masin-AES Pte. Ltd. - Philippine Branch
|
|
Masinloc AES Partners Company Limited
|
Philippines
|
Masinloc AES Power Company Limited
|
Philippines
|
Masinloc Power Partners Co. Ltd.
|
Philippines
|
MC Squared Energy Services, LLC
|
Illinois
|
Mercury Cayman Co II, Ltda, Agencia en Chile
|
Chile
|
Mercury Cayman Co. II, Ltd.
|
Cayman Islands
|
Mercury Cayman Holdco, Ltd.
|
Cayman Islands
|
MFP CO Holdings II, LLC
|
Delaware
|
MFP CO Holdings, LLC
|
Delaware
|
MFP CO I, LLC
|
Delaware
|
MFP CO II, LLC
|
Colorado
|
MFP CO III, LLC
|
Delaware
|
MFP CO Parent, LLC
|
Delaware
|
Miami Valley Insurance Company
|
Vermont
|
Miami Valley Lighting, LLC
|
Ohio
|
Mid-America Capital Resources, Inc.
|
Indiana
|
MM Solar Holdings I, LLC
|
Colorado
|
MM Solar Holdings II, LLC
|
Colorado
|
MM Solar Parent, LLC
|
Delaware
|
Mountain Minerals, LLC
|
Delaware
|
Mountain View Power Partners IV, LLC
|
Delaware
|
Mountain View Power Partners, LLC
|
Delaware
|
MSP Master Tenant I, LLC
|
Colorado
|
MSP Master Tenant II, LLC
|
Colorado
|
MSP QALICB II, LLC
|
Colorado
|
MSP QALICB, LLC
|
Colorado
|
MySolar Finance Holdings, LLC
|
Delaware
|
MySolar Holdings II, LLC
|
Delaware
|
MySolar Holdings III, LLC
|
Delaware
|
MySolar Holdings IV, LLC
|
Delaware
|
MySolar Holdings, LLC
|
Delaware
|
MySolar I, LLC
|
Delaware
|
MySolar II, LLC
|
Delaware
|
MySolar IIB, LLC
|
Delaware
|
MySolar IV, LLC
|
Delaware
|
MySolar IX, LLC
|
Delaware
|
MySolar V, LLC
|
Delaware
|
MySolar VI, LLC
|
Delaware
|
MySolar VII, LLC
|
Delaware
|
New Caribbean Investments SRL
|
Dominican Republic
|
Ningde Dagang Hydropower Development Co., Ltd.
|
China
|
Norgener SpA
|
Chile
|
Novus Barre Town Solar, LLC
|
Delaware
|
Nurenergoservice LLP
|
Kazakhstan
|
Omega SpA
|
Chile
|
Orissa Power Generation Corporation Limited
|
India
|
Profilaktoriy Shulbinsky LLP
|
Kazakhstan
|
Remittance Processing Services, LLC
|
Indiana
|
Rep Office of AES Silk Road in Almaty
|
Kazakhstan
|
Rincon Solar I, LLC
|
Georgia
|
Riverside Canal Power Company
|
California
|
RMR Solar, LLC
|
Delaware
|
Rosamond Solar, LLC
|
Colorado
|
Sagebrush Partner Eighteen, Inc.
|
California
|
Sagebrush Partner Nineteen, Inc.
|
California
|
Sagebrush Partner Seventeen, Inc.
|
California
|
Scituate Solar I, LLC
|
Delaware
|
Scottsdale Solar Holdings, LLC
|
Delaware
|
SD Solar I, LLC
|
Colorado
|
SeaWest Asset Management Services, LLC
|
California
|
SeaWest Energy Project Associates, LLC
|
Delaware
|
SeaWest Properties, LLC
|
California
|
SeaWest Wyoming, LLC
|
Delaware
|
|
(1)
|
Registration Statements No. 333-203684, 333-156242, 333-26225, 333-28883, 333-30352, 333-38535, 333-57482, 333-66952, 333-66954, 333-82306, 333-83574, 333-84008, 333-97707, 333-108297, 333-112331, 333-115028, 333-150508, 333-135128, 333-158767, 333-166607, and 333-179701 on Form S-8;
|
|
(2)
|
Registration Statements No. 333-64572, 333-161913, and 333-186888 on Form S-3;
|
|
(3)
|
Registration Statements No. 333-38924, 333-40870, 333-44698, 333-46564, 333-37924, 333-83767, 333-81953, 333-46189, 333-39857; 333-15487, and 333-01286 on Form S-3/A, and
|
|
(4)
|
Registration Statements No. 333-45916, 333-49644, 333-43908, 333-44845, 333-147951, 333-33283, 333-22513, and 333-180388 on Form S-4/A;
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Andrés Gluski
|
|
Principal Executive Officer and Director
|
|
February 19, 2016
|
Andrés Gluski
|
|
|
|
|
|
|
|
|
|
/s/ Charles L. Harrington
|
|
Director
|
|
February 19, 2016
|
Charles L. Harrington
|
|
|
|
|
|
|
|
|
|
/s/ Kristina M. Johnson
|
|
Director
|
|
February 19, 2016
|
Kristina M. Johnson
|
|
|
|
|
|
|
|
|
|
/s/ Tarun Khanna
|
|
Director
|
|
February 19, 2016
|
Tarun Khanna
|
|
|
|
|
|
|
|
|
|
/s/ Holly K. Koeppel
|
|
Director
|
|
February 19, 2016
|
Holly K. Koeppel
|
|
|
|
|
|
|
|
|
|
/s/ Philip Lader
|
|
Director
|
|
February 19, 2016
|
Philip Lader
|
|
|
|
|
|
|
|
|
|
/s/ James H. Miller
|
|
Director
|
|
February 19, 2016
|
James H. Miller
|
|
|
|
|
|
|
|
|
|
/s/ John B. Morse, Jr.
|
|
Director
|
|
February 19, 2016
|
John B. Morse, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Moises Naim
|
|
Director
|
|
February 19, 2016
|
Moises Naim
|
|
|
|
|
|
|
|
|
|
/s/ Charles O. Rossotti
|
|
Chairman and Lead Independent Director
|
|
February 19, 2016
|
Charles O. Rossotti
|
|
|
|
|
1.
|
I have reviewed this Form
10-K
of The AES Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/
s
/ A
NDRÉS
G
LUSKI
|
Name: Andrés Gluski
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Form
10-K
of The AES Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ T
HOMAS
M. O’F
LYNN
|
Name: Thomas M. O’Flynn
|
Executive Vice President and Chief Financial Officer
|
(1)
|
the Form
10-K
for the year ended
December 31, 2015
, (the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of The AES Corporation.
|
/
S
/ A
NDRÉS
G
LUSKI
|
Name: Andrés Gluski
|
President and Chief Executive Officer
|
(1)
|
|
(1)
|
the Form
10-K
for the year ended
December 31, 2015
, (the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of The AES Corporation.
|
/s/ T
HOMAS
M. O’F
LYNN
|
Name: Thomas M. O’Flynn
|
Executive Vice President and Chief Financial Officer
|