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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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Large accelerated filer
x
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Accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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Non-accelerated filer
¨
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(Do not check if a smaller reporting company)
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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 Pre-tax 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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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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BOT
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Build, Operate and Transfer
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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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CDPQ
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La Caisse de dépôt et placement du Quebéc
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CEO
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Chief Executive Officer
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CHP
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Combined Heat and Power
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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
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Capacity Performance
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CPI
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United States Consumer Price Index
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CPP
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Clean Power Plan
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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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DPLER
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DPL Energy Resources, Inc.
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DPP
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Dominican Power Partners
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EBITDA
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Earnings before Interest, Taxes, Depreciation & Amortization
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EPA
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United States Environmental Protection Agency
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EPC
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Engineering, Procurement, and Construction
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ERC
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Energy Regulatory Commission
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ERCOT
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Electric Reliability Council of Texas
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ESP
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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
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Euro Inter Bank Offered Rate
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EUSGU
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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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FASB
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Financial Accounting Standards Board
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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
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Federal Power Act
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FX
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Foreign Exchange
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GAAP
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Generally Accepted Accounting Principles in the United States
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GHG
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Greenhouse Gas
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GRIDCO
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Grid Corporation of Odisha Ltd.
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GWh
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Gigawatt Hours
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HLBV
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Hypothetical Liquidation Book Value
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IBEX
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Independent Bulgarian Power Exchange
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IDEM
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Indiana Department of Environmental Management
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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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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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LIBOR
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London Inter Bank Offered Rate
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LNG
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Liquefied Natural Gas
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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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MRE
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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
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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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NEPCO
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National Electric Power Company
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NERC
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North American Electric Reliability Corporation
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NM
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Not Meaningful
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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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NYSE
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New York Stock Exchange
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O&M
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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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Pet Coke
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Petroleum Coke
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PIS
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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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PSD
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Prevention of Significant Deterioration
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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
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Qualifying Facility
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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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RSU
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Restricted Stock Unit
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RTO
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Regional Transmission Organization
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SADI
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Argentine Interconnected System
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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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SIC
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Central Interconnected Electricity System
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SIN
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National Interconnected System
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SING
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Northern Interconnected Electricity System
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SIP
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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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SSO
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Standard Service Offer
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TECONS
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Term Convertible Preferred Securities
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U.S.
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United States
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VAT
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Value Added Tax
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VIE
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Variable Interest Entity
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Vinacomin
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Vietnam National Coal-Mineral Industries Holding Corporation Ltd.
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YPF
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Argentina state-owned gas company
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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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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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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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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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the success of our initiatives in other renewable energy projects and energy storage projects;
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our ability to keep up with advances in technology;
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the potential effects of threatened or actual acts of terrorism and war;
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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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our ability to achieve reasonable rate treatment in our utility businesses;
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changes in laws, rules and regulations affecting our international businesses;
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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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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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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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changes in tax laws, including U.S. tax reform, and the effects of our strategies to reduce tax payments;
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the effects of litigation and government and regulatory investigations;
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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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changes in accounting standards, corporate governance and securities law requirements;
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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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cyber-attacks and information security breaches.
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Leveraging Our Platforms
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Focusing our growth in markets where we already operate and have a competitive advantage to realize attractive risk-adjusted returns
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●
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In 2017, brought on-line seven projects for a total of 279 MW
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4,401 MW currently under construction and expected to come on-line through 2021
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Will continue to advance select projects from our development pipeline
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Reducing Complexity
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Exiting businesses and markets where we do not have a competitive advantage, simplifying our portfolio and reducing risk
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●
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Since 2011
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○
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Announced or closed $5.4 billion in equity proceeds from sales or sell-downs
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○
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Decreased total number of countries where we have operations from 28 to 16
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In 2017, announced or closed $1.1 billion in equity proceeds from sales or sell-downs of three businesses
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Performance Excellence
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Striving to be the low-cost manager of a portfolio of assets and deriving synergies and scale from our businesses
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●
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Since 2012, achieved $300 million in cost savings and revenue enhancements, including $50 million in 2017
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○
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Includes overhead reductions, procurement efficiencies and operational improvements
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○
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Expect to achieve an additional $50 million in 2018 and another $50 million from 2019 to 2020, for a total of $400 million in annual savings in 2020
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Expanding Access to Capital
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Optimizing risk-adjusted returns in existing businesses and growth projects
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●
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Adjust our global exposure to commodity, fuel, country and other macroeconomic risks
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●
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Building strategic partnerships at the project and business level with an aim to optimize our risk-adjusted returns in our business and growth projects
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Allocating Capital in a Disciplined Manner
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Maximizing risk-adjusted returns to our shareholders by investing our free cash flow to strengthen our credit and deliver attractive growth in cash flow and earnings
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●
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In 2017, we generated substantial cash by executing on our strategy, which we allocated in line with our capital allocation framework
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○
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Used $341 million to prepay and refinance Parent Company debt
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○
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Returned $317 million to shareholders through quarterly dividends
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■
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Increased our quarterly dividend by 8.3% to $0.13 per share beginning in the first quarter of 2018
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○
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Invested $481 million in our subsidiaries
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(1)
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Investments in subsidiaries excludes $2.2 billion investment in DPL
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(2)
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Excludes working capital adjustments and growth activity prior to the close of the acquisition.
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Business
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Location
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Fuel
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Gross MW
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AES Equity Interest
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Year Acquired or Began Operation
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Contract Expiration Date
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Customer(s)
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Southland—Alamitos
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US-CA
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Gas
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2,075
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100
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%
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1998
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2019-2020
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Southern California Edison
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Southland—Redondo Beach
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US-CA
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Gas
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1,392
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100
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%
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1998
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2018
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Southern California Edison
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sPower
(1)(2)
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US-Various
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Solar
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1,245
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50
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%
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2017
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2028-2046
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Various
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Southland—Huntington Beach
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US-CA
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Gas
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474
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100
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%
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1998
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2019-2020
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Southern California Edison
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Shady Point
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US-OK
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Coal
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360
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100
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%
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1991
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2018
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Oklahoma Gas & Electric
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Buffalo Gap II
(3)
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US-TX
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Wind
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233
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100
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%
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2007
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Hawaii
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US-HI
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Coal
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206
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100
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%
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1992
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2022
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Hawaiian Electric Co.
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Warrior Run
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US-MD
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Coal
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205
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100
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%
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2000
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2030
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First Energy
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Buffalo Gap III
(3)
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US-TX
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Wind
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170
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100
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%
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2008
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sPower
(2)
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US-Various
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Wind
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142
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50
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%
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2017
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2036
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Various
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Distributed PV - Commercial & Utility
(3)
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US-Various
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Solar
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126
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100
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%
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2015-2017
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2029-2042
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Utility, Municipality, Education, Non-Profit
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Buffalo Gap I
(3)
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US-TX
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Wind
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119
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100
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%
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2006
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2021
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Direct Energy
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Laurel Mountain
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US-WV
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Wind
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98
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100
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%
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2011
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Mountain View I & II
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US-CA
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Wind
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65
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100
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%
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2008
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2021
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Southern California Edison
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Mountain View IV
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US-CA
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Wind
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49
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100
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%
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2012
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2032
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Southern California Edison
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Laurel Mountain ES
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US-WV
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Energy Storage
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27
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100
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%
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2011
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|
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Warrior Run ES
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US-MD
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Energy Storage
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10
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100
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%
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2016
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|
|
|
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Advancion Applications Center
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US-PA
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Energy Storage
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2
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100
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%
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2013
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|
|
|
|
|
|
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6,998
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(1)
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sPower solar MW shown in Direct Current.
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(2)
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Unconsolidated entity, accounted for as an equity affiliate.
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(3)
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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.
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Business
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|
Location
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Fuel
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|
Gross MW
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AES Equity Interest
|
|
Expected Date of Commercial Operations
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Eagle Valley CCGT
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US-IN
|
|
Gas
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671
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70
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%
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|
1H 2018
|
Distributed PV - Commercial
|
|
US-Various
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Solar
|
|
27
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|
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100
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%
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1H-2H 2018
|
Lawai
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US-HI
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Solar/Energy Storage
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48
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|
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100
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%
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1H 2019
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Southland Re-powering
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US-CA
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Gas
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1,284
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|
100
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%
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|
1H 2020
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Alamitos Energy Center
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US-CA
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Energy Storage
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100
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100
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%
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1H 2021
|
|
|
|
|
|
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2,130
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|
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Business
|
|
Location
|
|
Approximate Number of Customers Served as of 12/31/2017
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|
GWh Sold in 2017
|
|
Fuel
|
|
Gross MW
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AES Equity Interest
|
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Year Acquired or Began Operation
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||||
DPL
(1)
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US-OH
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521,000
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14,771
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Coal/Gas/Diesel/Solar
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2,125
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100
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%
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2011
|
IPL
(2)
|
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US-IN
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490,000
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13,484
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Coal/Gas/Oil
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3,248
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70
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%
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2001
|
|
|
|
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1,011,000
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28,255
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5,373
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(1)
|
As of December 31, 2017, DPL's subsidiary AES Ohio Generation, LLC owned the following plants (the Peaker Assets): Tait Units 1-7 and diesels, Yankee Street, Yankee Solar, Monument, Montpelier, Hutchings and Sidney. AES Ohio Generation jointly-owned the following plants: Conesville Unit 4, Killen and Stuart. DPL subsidiary DP&L also owned a 4.9% equity ownership in OVEC, 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 is approximately 103 MW. AES’ share of the AES Ohio Generation jointly-owned plants, Conesville Unit 4, Stuart and Killen, represents 1,152 MW.
|
(2)
|
CDPQ owns direct and indirect interests in IPALCO which total approximately 30%. AES owns 85% of AES US Investments and AES US Investments owns 82.35% of IPALCO. IPL plants: Georgetown, Harding Street, Petersburg and Eagle Valley (new CCGT currently under construction). 3.2 MW of IPL total is considered a transmission asset.
|
•
|
Rate case outcomes
|
•
|
Timely completion of major construction projects and recovery of capital expenditures through base rate growth
|
•
|
Passage of new legislation or implementation of or changes in regulations
|
•
|
PJM capacity prices
|
•
|
Outcome of DP&L's pending distribution rate case
|
•
|
Recovery in the power market, particularly as it relates to an expansion in dark spreads
|
•
|
DPL's ability to reduce its cost structure
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest
|
|
Year Acquired or Began Operation
|
|
Contract Expiration Date
|
|
Customer(s)
|
||
Chivor
|
|
Colombia
|
|
Hydro
|
|
1,000
|
|
|
67
|
%
|
|
2000
|
|
Short-term
|
|
Various
|
Tunjita
|
|
Colombia
|
|
Hydro
|
|
20
|
|
|
67
|
%
|
|
2016
|
|
|
|
|
Colombia Subtotal
|
|
|
|
|
|
1,020
|
|
|
|
|
|
|
|
|
|
|
Guacolda
(1)
|
|
Chile
|
|
Coal
|
|
760
|
|
|
33
|
%
|
|
2000
|
|
2018-2032
|
|
Various
|
Electrica Santiago
(2)
|
|
Chile
|
|
Gas/Diesel
|
|
750
|
|
|
67
|
%
|
|
2000
|
|
|
|
|
Gener-SIC
(3)
|
|
Chile
|
|
Hydro/Coal/Diesel/Biomass
|
|
690
|
|
|
67
|
%
|
|
2000
|
|
2020-2037
|
|
Various
|
Electrica Angamos
|
|
Chile
|
|
Coal
|
|
558
|
|
|
67
|
%
|
|
2011
|
|
2026-2037
|
|
Minera Escondida, Minera Spence, Quebrada Blanca
|
Cochrane
|
|
Chile
|
|
Coal
|
|
550
|
|
|
40
|
%
|
|
2016
|
|
2030-2034
|
|
SQM, Sierra Gorda, Quebrada Blanca
|
Gener-SING
(4)
|
|
Chile
|
|
Coal
|
|
277
|
|
|
67
|
%
|
|
2000
|
|
2018-2037
|
|
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
|
Andes Solar
|
|
Chile
|
|
Solar
|
|
21
|
|
|
67
|
%
|
|
2016
|
|
2037
|
|
Quebrada Blanca
|
Cochrane ES
|
|
Chile
|
|
Energy Storage
|
|
20
|
|
|
40
|
%
|
|
2016
|
|
|
|
|
Electrica Angamos ES
|
|
Chile
|
|
Energy Storage
|
|
20
|
|
|
67
|
%
|
|
2011
|
|
|
|
|
Norgener ES (Los Andes)
|
|
Chile
|
|
Energy Storage
|
|
12
|
|
|
67
|
%
|
|
2009
|
|
|
|
|
Chile Subtotal
|
|
|
|
|
|
4,202
|
|
|
|
|
|
|
|
|
|
|
TermoAndes
(7)
|
|
Argentina
|
|
Gas/Diesel
|
|
643
|
|
|
67
|
%
|
|
2000
|
|
Short-term
|
|
Various
|
AES Gener Subtotal
|
|
|
|
|
|
5,865
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
Guillermo Brown
(8)
|
|
Argentina
|
|
Gas/Diesel
|
|
576
|
|
|
—
|
%
|
|
2016
|
|
|
|
|
Los Caracoles
(8)
|
|
Argentina
|
|
Hydro
|
|
125
|
|
|
—
|
%
|
|
2009
|
|
2019
|
|
Energia Provincial Sociedad del Estado (EPSE)
|
Cabra Corral
|
|
Argentina
|
|
Hydro
|
|
102
|
|
|
100
|
%
|
|
1995
|
|
|
|
Various
|
Ullum
|
|
Argentina
|
|
Hydro
|
|
45
|
|
|
100
|
%
|
|
1996
|
|
|
|
Various
|
Sarmiento
|
|
Argentina
|
|
Gas/Diesel
|
|
33
|
|
|
100
|
%
|
|
1996
|
|
|
|
|
El Tunal
|
|
Argentina
|
|
Hydro
|
|
10
|
|
|
100
|
%
|
|
1995
|
|
|
|
Various
|
Argentina Subtotal
|
|
|
|
|
|
3,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,326
|
|
|
|
|
|
|
|
|
|
(1)
|
Guacolda plants: Guacolda 1, 2, 3, 4, and 5 are unconsolidated entities for which the results of operations are reflected in
Net 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%.
|
(2)
|
Electrica Santiago plants: Nueva Renca, Renca, Los Vientos and Santa Lidia. AES Gener announced the sale of this business in December 2017.
|
(3)
|
Gener-SIC plants: Alfalfal, Laguna Verde, Laguna Verde Turbogas, Laja, Maitenes, Queltehues, Ventanas 1, Ventanas 2 and Volcán.
|
(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
|
|
Expected Date of Commercial Operations
|
||
Alto Maipo
|
|
Chile
|
|
Hydro
|
|
531
|
|
|
62
|
%
|
|
1H 2019
(1)
|
(1)
|
This date is under review pending lender approval of an EPC contract. See Item 7.—
Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Trends and Uncertainties—Alto Maipo
.
|
|
|
SIC
|
|
SING
|
|
CISEN
|
Thermoelectric
|
|
44%
|
|
84%
|
|
54%
|
Hydroelectric
|
|
38%
|
|
—
|
|
29%
|
Solar
|
|
8%
|
|
11%
|
|
9%
|
Wind
|
|
7%
|
|
3%
|
|
6%
|
Other
|
|
3%
|
|
2%
|
|
2%
|
•
|
Dry hydrology scenarios
|
•
|
Forced outages
|
•
|
Changes in current regulatory rulings altering the ability to pass through or recover certain costs
|
•
|
Fluctuations of the Chilean peso (our hedging strategy reduces this risk, but some residual risk remains)
|
•
|
Tax policy changes
|
•
|
Legislation promoting renewable energy and strengthening regulations on thermal generation assets
|
•
|
Market price risk when re-contracting
|
•
|
Forced outages
|
•
|
Fluctuations of the Colombian peso
|
•
|
Exposure to the spot market
|
•
|
Forced outages
|
•
|
Exposure to fluctuations of the Argentine peso
|
•
|
Changes in hydrology
|
•
|
Timely collection of FONINVEMEM installment and outstanding receivables (See Note
6
.—
Financing Receivables
in Item 8.—
Financial Statements and Supplementary Data
of this Form 10-K for further discussion)
|
•
|
Gas prices for contracted generation (Energy Plus)
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest
|
|
Year Acquired or Began Operation
|
|
Contract Expiration Date
|
|
Customer(s)
|
||
Tietê
(1)
|
|
Brazil
|
|
Hydro
|
|
2,658
|
|
|
24
|
%
|
|
1999
|
|
2029
|
|
Various
|
Alto Sertão II
|
|
Brazil
|
|
Wind
|
|
386
|
|
|
24
|
%
|
|
2017
|
|
2033-2035
|
|
|
Tietê Subtotal
|
|
|
|
|
|
3,044
|
|
|
|
|
|
|
|
|
|
|
Uruguaiana
|
|
Brazil
|
|
Gas
|
|
640
|
|
|
46
|
%
|
|
2000
|
|
|
|
|
|
|
|
|
|
|
3,684
|
|
|
|
|
|
|
|
|
|
(1)
|
Tietê plants: 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).
|
•
|
Hydrology, impacting quantity of energy generated in MRE
|
•
|
Demand growth
|
•
|
Re-contracting price
|
•
|
Asset management and plant availability
|
•
|
Cost management
|
•
|
Ability to execute on its growth strategy
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest
|
|
Year Acquired or Began Operation
|
|
Contract Expiration Date
|
|
Customer(s)
|
||
DPP (Los Mina)
|
|
Dominican Republic
|
|
Gas
|
|
358
|
|
|
85
|
%
|
|
1996
|
|
2022
|
|
CDEEE
|
Andres
|
|
Dominican Republic
|
|
Gas
|
|
319
|
|
|
85
|
%
|
|
2003
|
|
2022
|
|
Ede Norte/Ede Este/Ede Sur/Non-Regulated Users
|
Itabo
(1)
|
|
Dominican Republic
|
|
Coal
|
|
295
|
|
|
43
|
%
|
|
2000
|
|
2022
|
|
Ede Norte/Ede Este/Ede Sur
|
Andres ES
|
|
Dominican Republic
|
|
Energy Storage
|
|
10
|
|
|
85
|
%
|
|
2017
|
|
|
|
|
Los Mina DPP ES
|
|
Dominican Republic
|
|
Energy Storage
|
|
10
|
|
|
85
|
%
|
|
2017
|
|
|
|
|
Dominican Republic Subtotal
|
|
|
|
|
|
992
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
75
|
%
|
|
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
|
Ilumina
|
|
US-PR
|
|
Solar
|
|
24
|
|
|
100
|
%
|
|
2012
|
|
2032
|
|
Puerto Rico Electric Power Authority
|
Puerto Rico Subtotal
|
|
|
|
|
|
548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,381
|
|
|
|
|
|
|
|
|
|
(1)
|
Itabo plants: Itabo complex (two coal-fired steam turbines and one gas-fired steam turbine).
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest
|
|
Expected Date of Commercial Operations
|
||
Bosforo
|
|
El Salvador
|
|
Solar
|
|
30
|
|
|
100
|
%
|
|
1H-2H 2018
|
Colón
|
|
Panama
|
|
Gas
|
|
380
|
|
|
50
|
%
|
|
2H 2018
|
|
|
|
|
|
|
410
|
|
|
|
|
|
Business
|
|
Location
|
|
Approximate Number of Customers Served as of 12/31/2017
|
|
GWh Sold in 2017
|
|
AES Equity Interest
|
|
Year Acquired or Began Operation
|
|||
CAESS
|
|
El Salvador
|
|
599,000
|
|
|
2,213
|
|
|
75
|
%
|
|
2000
|
CLESA
|
|
El Salvador
|
|
398,000
|
|
|
898
|
|
|
80
|
%
|
|
1998
|
DEUSEM
|
|
El Salvador
|
|
80,000
|
|
|
133
|
|
|
74
|
%
|
|
2000
|
EEO
|
|
El Salvador
|
|
307,000
|
|
|
577
|
|
|
89
|
%
|
|
2000
|
|
|
|
|
1,384,000
|
|
|
3,821
|
|
|
|
|
|
•
|
The National Energy Commission drafts and coordinates the legal framework and regulatory legislation. They propose and adopt policies and procedures to implement best practices, support the proper functioning and development of the energy sector, and promote investment.
|
•
|
The Superintendence of Electricity's main responsibilities include monitoring compliance with legal provisions, rules, and technical procedures governing generation, transmission, distribution and commercialization of electricity. In addition, they monitor behavior in the electric market in order to avoid monopolistic practices. In addition to the two agencies responsible for monitoring compliance with the General Electricity Law, the Industrial and Commerce Ministry supervises commercial and industrial activities in the Dominican Republic as well as the fuels and natural gas commercialization to the end users.
|
•
|
Changes in spot prices due to fluctuations in commodity prices, (since fuel is a pass-through cost under the PPAs, any variation in oil prices will impact the spot sales for both Andres and Itabo).
|
•
|
Contracting levels and the extent of capacity awarded.
|
•
|
Supply shortages in the near term (next two to three years) may provide opportunities for short term upside, but new generation is expected to come online beginning 2018.
|
•
|
Additional sales derived from domestic natural gas demand are expected to continue providing income and growth based on the entry of future projects and the fees from the infrastructure service.
|
•
|
The National Energy Council is the highest authority on energy policy and strategy, and the coordinating body for the different energy sectors. One of its main objectives is to promote investment in non-conventional renewable sources to diversify the energy matrix.
|
•
|
The General Superintendence of Electricity and Telecommunications ("SIGET") regulates the market and sets consumer prices. SIGET, jointly with the distribution companies in El Salvador, completed the tariff reset process in December 2017 and developed the tariff calculation applicable from 2018 until 2022.
|
•
|
The SNE has the responsibilities of planning, supervising and controlling policies of the energy sector within Panama. With these responsibilities, the SNE proposes laws and regulations to the executive agencies that regulate the procurement of energy and hydrocarbons for the country.
|
•
|
The regulator of public services, known as the ASEP, is an autonomous agency of the government. ASEP is responsible for the control and oversight of public services, including electricity, the transmission and distribution of natural gas utilities, and the companies that provide such services.
|
•
|
The National Dispatch Center implements the economic dispatch of electricity in the wholesale market. The National Dispatch Center's objectives are to minimize the total cost of generation and maintain the reliability and security of the electric power system. Short-term power prices are determined on an hourly basis by the last dispatched generating unit. Physical generation of energy is determined by the National Dispatch Center regardless of contractual arrangements.
|
•
|
Changes in hydrology which impacts commodity prices and exposes the business to variability in the cost of replacement power.
|
•
|
Fluctuations in commodity prices, mainly oil, affect the cost of thermal generation and spot prices.
|
•
|
Constraints imposed by the capacity of the transmission lines connecting the west side of the country with the load, keeping surplus power trapped during the wet season.
|
•
|
Country demand as GDP growth is expected to remain strong over the short and medium term.
|
•
|
The Energy Regulatory Commission is responsible for the establishment of directives, orders, methodologies and standards oriented to regulate the electric and fuel markets.
|
•
|
The National Center for Energy Control, 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.
|
•
|
The Federal Electricity Commission ("CFE") owns the transmission and distribution grids and it is also the country's basic supplier. CFE is the offtaker for IPP generators, and together with its own power units has more than 50% of the current generation market share.
|
•
|
As the companies are fully contracted, improved operational performance provides additional benefits, including performance incentives and/or excess energy sales.
|
•
|
Changes in the Locational Marginal Price and the Transmission High Tension Tariff.
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest
|
|
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
|
|
|
|
|
|
|
|
|
|
|
OPGC
(1)
|
|
India
|
|
Coal
|
|
420
|
|
|
49
|
%
|
|
1998
|
|
2026
|
|
GRID Corporation Ltd.
|
India Subtotal
|
|
|
|
|
|
420
|
|
|
|
|
|
|
|
|
|
|
Amman East
|
|
Jordan
|
|
Gas
|
|
381
|
|
|
37
|
%
|
|
2009
|
|
2033
|
|
National Electric Power Company
|
IPP4
|
|
Jordan
|
|
Heavy Fuel Oil
|
|
250
|
|
|
36
|
%
|
|
2014
|
|
2039
|
|
National Electric Power Company
|
Jordan Subtotal
|
|
|
|
|
|
631
|
|
|
|
|
|
|
|
|
|
|
Elsta
(1)(2)
|
|
Netherlands
|
|
Gas
|
|
630
|
|
|
50
|
%
|
|
1998
|
|
2018
|
|
Dow Benelux/Delta/Nutsbedrijven/Essent Energy
|
Netherlands ES
|
|
Netherlands
|
|
Energy Storage
|
|
10
|
|
|
100
|
%
|
|
2015
|
|
|
|
|
Netherlands Subtotal
|
|
|
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
Masinloc
(3)
|
|
Philippines
|
|
Coal
|
|
630
|
|
|
51
|
%
|
|
2008
|
|
Mid- and long-term
|
|
Various
|
Masinloc ES
(3)
|
|
Philippines
|
|
Energy Storage
|
|
10
|
|
|
51
|
%
|
|
2016
|
|
|
|
|
Philippines Subtotal
|
|
|
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
Ballylumford
|
|
United Kingdom
|
|
Gas
|
|
1,015
|
|
|
100
|
%
|
|
2010
|
|
2023
|
|
Power NI/Single Electricity Market (SEM)
|
Kilroot
(4)
|
|
United Kingdom
|
|
Coal/Oil
|
|
701
|
|
|
99
|
%
|
|
1992
|
|
|
|
Single Electricity Market (SEM)
|
Kilroot ES
|
|
United Kingdom
|
|
Energy Storage
|
|
10
|
|
|
100
|
%
|
|
2015
|
|
|
|
|
United Kingdom Subtotal
|
|
|
|
|
|
1,726
|
|
|
|
|
|
|
|
|
|
|
Mong Duong 2
|
|
Vietnam
|
|
Coal
|
|
1,240
|
|
|
51
|
%
|
|
2015
|
|
2040
|
|
EVN
|
Vietnam Subtotal
|
|
|
|
|
|
1,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,143
|
|
|
|
|
|
|
|
|
|
(1)
|
Unconsolidated entity, the results of operations of which are reflected in Equity in Earnings of Affiliates.
|
(2)
|
Plant will be sold upon expiration of the PPA in September 2018.
|
(3)
|
Announced the sale of this business in December 2017.
|
(4)
|
Includes Kilroot Open Cycle Gas Turbine.
|
Business
|
|
Location
|
|
Fuel
|
|
Gross MW
|
|
AES Equity Interest
|
|
Expected Date of Commercial Operations
|
||
OPGC 2
(1)
|
|
India
|
|
Coal
|
|
1,320
|
|
|
49
|
%
|
|
2H 2018
|
Delhi ES
|
|
India
|
|
Energy Storage
|
|
10
|
|
|
50
|
%
|
|
2H 2018
|
|
|
|
|
|
|
1,330
|
|
(2)
|
|
|
(1)
|
Unconsolidated entity, accounted for as an equity affiliate.
|
(2)
|
In December 2017, AES announced the sale of Masinloc. As such, 335 MW under construction at Masinloc 2 has been excluded from this table.
|
•
|
Regulatory changes to the Bulgaria power market
|
•
|
Results of the DG Comp review
|
•
|
The availability of the operating units
|
•
|
The level of wind resources for St. Nikola
|
•
|
NEK's ability to meet the payment terms of the PPA contract
|
•
|
Regulatory changes to the market structure and payment mechanisms
|
•
|
Investments to maintain compliance with European Union environmental legislation
|
•
|
Availability of the operating units and order of merit
|
•
|
Commodity prices (gas, coal and CO
2
) and sufficient market liquidity to hedge prices in the short-term
|
•
|
Electricity demand in the SEM (including impact of wind generation)
|
•
|
Operating performance of the facility
|
•
|
Regulatory and environmental policy changes
|
•
|
Tariff determination by the OERC
|
•
|
Operating performance of the facility
|
•
|
Demand from contracted customers
|
•
|
Whole sale electricity price in the market
|
•
|
whether and how the states in which the Company's U.S. businesses operate respond to the CPP;
|
•
|
whether the states adopt an emissions trading regime and, if so, which trading regime;
|
•
|
how other states respond to the CPP, which will affect the size and robustness of any emissions trading market; and
|
•
|
how other companies may respond in the face of increased carbon costs.
|
•
|
Redondo Beach Unit 7 - September 30, 2019
|
•
|
Huntington Beach Unit 1 - December 31, 2019
|
•
|
Alamitos Units 1, 2, and 6 - December 31, 2019
|
•
|
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 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;
|
•
|
triggering defaults in The AES Corporation's outstanding debt. For example, The AES Corporation's senior secured credit facility, secured term loan, 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; or
|
•
|
foreclosure on the assets that are pledged under the non-recourse loans, resulting in write-downs of assets and eliminating any and all potential future benefits derived from those assets.
|
•
|
principal repayments of debt;
|
•
|
interest;
|
•
|
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;
|
•
|
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;
|
•
|
seasonality;
|
•
|
hydrology and other weather conditions;
|
•
|
illiquid markets;
|
•
|
transmission or transportation constraints or inefficiencies;
|
•
|
renewables source contribution to the supply stack;
|
•
|
increased adoption of distributed generation;
|
•
|
energy efficiency and demand side resources;
|
•
|
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;
|
•
|
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
|
•
|
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.
|
•
|
impair our reputation;
|
•
|
impact our operations and strategic objectives;
|
•
|
expose us to legal claims;
|
•
|
result in substantial revenue loss; and
|
•
|
require extensive repair and restoration costs for additional security measures to avert future cyber-attacks.
|
•
|
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.
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
Sales Price
|
|
Cash Dividends
|
|
Sales Price
|
|
Cash Dividends
|
||||||||||||||||
|
High
|
|
Low
|
|
Declared
|
|
High
|
|
Low
|
|
Declared
|
||||||||||||
First Quarter
|
$
|
12.06
|
|
|
$
|
10.93
|
|
|
$
|
0.12
|
|
|
$
|
11.80
|
|
|
$
|
8.22
|
|
|
$
|
0.11
|
|
Second Quarter
|
12.05
|
|
|
10.95
|
|
|
—
|
|
|
12.48
|
|
|
10.49
|
|
|
—
|
|
||||||
Third Quarter
|
11.66
|
|
|
10.60
|
|
|
0.12
|
|
|
13.32
|
|
|
11.85
|
|
|
0.11
|
|
||||||
Fourth Quarter
|
11.34
|
|
|
10.00
|
|
|
0.25
|
|
|
12.75
|
|
|
10.98
|
|
|
0.23
|
|
Commencing the fourth quarter of
|
|
2017
|
|
2016
|
|
2015
|
Cash dividend
|
|
$0.13
|
|
$0.12
|
|
$0.11
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Statement of Operations Data for the Years Ended December 31:
|
(in millions, except per share amounts)
|
||||||||||||||||||
Revenue
|
$
|
10,530
|
|
|
$
|
10,281
|
|
|
$
|
11,260
|
|
|
$
|
12,604
|
|
|
$
|
12,051
|
|
Income (loss) from continuing operations
(1)
|
(148
|
)
|
|
191
|
|
|
682
|
|
|
941
|
|
|
751
|
|
|||||
Income (loss) from continuing operations attributable to The AES Corporation, net of tax
|
(507
|
)
|
|
(20
|
)
|
|
318
|
|
|
678
|
|
|
264
|
|
|||||
Income (loss) from discontinued operations attributable to The AES Corporation, net of tax
|
(654
|
)
|
|
(1,110
|
)
|
|
(12
|
)
|
|
91
|
|
|
(150
|
)
|
|||||
Net income (loss) attributable to The AES Corporation
|
$
|
(1,161
|
)
|
|
$
|
(1,130
|
)
|
|
$
|
306
|
|
|
$
|
769
|
|
|
$
|
114
|
|
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations attributable to The AES Corporation, net of tax
|
$
|
(0.77
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.46
|
|
|
$
|
0.94
|
|
|
$
|
0.36
|
|
Income (loss) from discontinued operations attributable to The AES Corporation, net of tax
|
(0.99
|
)
|
|
(1.68
|
)
|
|
(0.01
|
)
|
|
0.13
|
|
|
(0.21
|
)
|
|||||
Basic earnings (loss) per share
|
$
|
(1.76
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.45
|
|
|
$
|
1.07
|
|
|
$
|
0.15
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations attributable to The AES Corporation, net of tax
|
$
|
(0.77
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.46
|
|
|
$
|
0.94
|
|
|
$
|
0.35
|
|
Income (loss) from discontinued operations attributable to The AES Corporation, net of tax
|
(0.99
|
)
|
|
(1.68
|
)
|
|
(0.02
|
)
|
|
0.12
|
|
|
(0.20
|
)
|
|||||
Diluted earnings (loss) per share
|
$
|
(1.76
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.44
|
|
|
$
|
1.06
|
|
|
$
|
0.15
|
|
Dividends Declared Per Common Share
|
$
|
0.49
|
|
|
$
|
0.45
|
|
|
$
|
0.41
|
|
|
$
|
0.25
|
|
|
$
|
0.17
|
|
Cash Flow Data for the Years Ended December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
2,489
|
|
|
$
|
2,884
|
|
|
$
|
2,134
|
|
|
$
|
1,791
|
|
|
$
|
2,715
|
|
Net cash used in investing activities
|
(2,749
|
)
|
|
(2,108
|
)
|
|
(2,366
|
)
|
|
(656
|
)
|
|
(1,774
|
)
|
|||||
Net cash provided by (used in) financing activities
|
43
|
|
|
(747
|
)
|
|
28
|
|
|
(1,262
|
)
|
|
(1,136
|
)
|
|||||
Total (decrease) increase in cash and cash equivalents
|
(295
|
)
|
|
26
|
|
|
(231
|
)
|
|
(119
|
)
|
|
(253
|
)
|
|||||
Cash and cash equivalents, ending
|
949
|
|
|
1,244
|
|
|
1,218
|
|
|
1,517
|
|
|
1,636
|
|
|||||
Balance Sheet Data at December 31:
|
|
||||||||||||||||||
Total assets
|
$
|
33,112
|
|
|
$
|
36,124
|
|
|
$
|
36,545
|
|
|
$
|
38,676
|
|
|
$
|
40,100
|
|
Non-recourse debt (noncurrent)
|
13,176
|
|
|
13,731
|
|
|
12,184
|
|
|
12,077
|
|
|
11,486
|
|
|||||
Non-recourse debt (noncurrent)—Discontinued operations
|
—
|
|
|
758
|
|
|
772
|
|
|
1,226
|
|
|
1,629
|
|
|||||
Recourse debt (noncurrent)
|
4,625
|
|
|
4,671
|
|
|
4,966
|
|
|
5,047
|
|
|
5,485
|
|
|||||
Redeemable stock of subsidiaries
|
837
|
|
|
782
|
|
|
538
|
|
|
78
|
|
|
78
|
|
|||||
Retained earnings (accumulated deficit)
|
(2,276
|
)
|
|
(1,146
|
)
|
|
143
|
|
|
512
|
|
|
(150
|
)
|
|||||
The AES Corporation stockholders' equity
|
2,465
|
|
|
2,794
|
|
|
3,149
|
|
|
4,272
|
|
|
4,330
|
|
(1)
|
Includes pre-tax impairment expense of
$537 million
,
$1.1 billion
,
$602 million
,
$383 million
, and
$596 million
for the years ended December 31,
2017
,
2016
,
2015
,
2014
and
2013
, respectively. See Note
8
—
Goodwill and Other Intangible Assets
and Note
19
—
Asset Impairment Expense
included in Item 8.—
Financial Statements and Supplementary Data
of this Form 10-K for further information.
|
Years Ended December 31,
|
2017
|
|
2016
|
|
2015
|
||||||
Diluted earnings (loss) per share from continuing operations
|
$
|
(0.77
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.46
|
|
Adjusted EPS (a non-GAAP measure)
(1)
|
1.08
|
|
|
0.94
|
|
|
1.24
|
|
|||
Net cash provided by operating activities
|
2,489
|
|
|
2,884
|
|
|
2,134
|
|
|||
Free Cash Flow (a non-GAAP measure)
(1)
|
1,921
|
|
|
2,244
|
|
|
1,628
|
|
(1)
|
See reconciliation and definition under
SBU Performance Analysis—Non-GAAP Measures
.
|
Years Ended December 31,
|
2017
|
|
2016
|
|
2015
|
|
% Change 2017 vs. 2016
|
|
% Change 2016 vs. 2015
|
||||||||
(in millions, except per share amounts)
|
|
|
|
|
|
||||||||||||
Revenue:
|
|
|
|
||||||||||||||
US SBU
|
$
|
3,229
|
|
|
$
|
3,429
|
|
|
$
|
3,593
|
|
|
-6
|
%
|
|
-5
|
%
|
Andes SBU
|
2,710
|
|
|
2,506
|
|
|
2,489
|
|
|
8
|
%
|
|
1
|
%
|
|||
Brazil SBU
|
542
|
|
|
450
|
|
|
962
|
|
|
20
|
%
|
|
-53
|
%
|
|||
MCAC SBU
|
2,448
|
|
|
2,172
|
|
|
2,353
|
|
|
13
|
%
|
|
-8
|
%
|
|||
Eurasia SBU
|
1,590
|
|
|
1,670
|
|
|
1,875
|
|
|
-5
|
%
|
|
-11
|
%
|
|||
Corporate and Other
|
35
|
|
|
77
|
|
|
31
|
|
|
-55
|
%
|
|
NM
|
|
|||
Intersegment eliminations
|
(24
|
)
|
|
(23
|
)
|
|
(43
|
)
|
|
-4
|
%
|
|
47
|
%
|
|||
Total Revenue
|
10,530
|
|
|
10,281
|
|
|
11,260
|
|
|
2
|
%
|
|
-9
|
%
|
|||
Operating Margin:
|
|
|
|
|
|
|
|
|
|
||||||||
US SBU
|
567
|
|
|
582
|
|
|
621
|
|
|
-3
|
%
|
|
-6
|
%
|
|||
Andes SBU
|
658
|
|
|
634
|
|
|
618
|
|
|
4
|
%
|
|
3
|
%
|
|||
Brazil SBU
|
203
|
|
|
186
|
|
|
397
|
|
|
9
|
%
|
|
-53
|
%
|
|||
MCAC SBU
|
589
|
|
|
523
|
|
|
543
|
|
|
13
|
%
|
|
-4
|
%
|
|||
Eurasia SBU
|
423
|
|
|
429
|
|
|
452
|
|
|
-1
|
%
|
|
-5
|
%
|
|||
Corporate and Other
|
23
|
|
|
15
|
|
|
33
|
|
|
53
|
%
|
|
-55
|
%
|
|||
Intersegment eliminations
|
1
|
|
|
11
|
|
|
(1
|
)
|
|
91
|
%
|
|
NM
|
|
|||
Total Operating Margin
|
2,464
|
|
|
2,380
|
|
|
2,663
|
|
|
4
|
%
|
|
-11
|
%
|
|||
General and administrative expenses
|
(215
|
)
|
|
(194
|
)
|
|
(196
|
)
|
|
11
|
%
|
|
-1
|
%
|
|||
Interest expense
|
(1,170
|
)
|
|
(1,134
|
)
|
|
(1,145
|
)
|
|
3
|
%
|
|
-1
|
%
|
|||
Interest income
|
244
|
|
|
245
|
|
|
256
|
|
|
—
|
%
|
|
-4
|
%
|
|||
Loss on extinguishment of debt
|
(68
|
)
|
|
(13
|
)
|
|
(182
|
)
|
|
NM
|
|
|
-93
|
%
|
|||
Other expense
|
(57
|
)
|
|
(79
|
)
|
|
(24
|
)
|
|
-28
|
%
|
|
NM
|
|
|||
Other income
|
120
|
|
|
64
|
|
|
84
|
|
|
88
|
%
|
|
-24
|
%
|
|||
Gain (loss) on disposal and sale of bus
inesses
|
(52
|
)
|
|
29
|
|
|
29
|
|
|
NM
|
|
|
—
|
%
|
|||
Goodwill impairment expense
|
—
|
|
|
—
|
|
|
(317
|
)
|
|
—
|
%
|
|
-100
|
%
|
|||
Asset impairment expense
|
(537
|
)
|
|
(1,096
|
)
|
|
(285
|
)
|
|
-51
|
%
|
|
NM
|
|
|||
Foreign currency transaction gains (losses)
|
42
|
|
|
(15
|
)
|
|
106
|
|
|
NM
|
|
|
NM
|
|
|||
Income tax expense
|
(990
|
)
|
|
(32
|
)
|
|
(412
|
)
|
|
NM
|
|
|
-92
|
%
|
|||
Net equity in earnings of affiliates
|
71
|
|
|
36
|
|
|
105
|
|
|
97
|
%
|
|
-66
|
%
|
|||
INCOME (LOSS) FROM CONTINUING OPE
RATIONS
|
(148
|
)
|
|
191
|
|
|
682
|
|
|
NM
|
|
|
-72
|
%
|
|||
Income (loss) from operations of discontinued businesses
|
(18
|
)
|
|
151
|
|
|
80
|
|
|
NM
|
|
|
89
|
%
|
|||
Net loss from disposal and impairments of discontinued operations
|
(611
|
)
|
|
(1,119
|
)
|
|
—
|
|
|
-45
|
%
|
|
NM
|
|
|||
NET INCOME (LOSS)
|
(777
|
)
|
|
(777
|
)
|
|
762
|
|
|
—
|
%
|
|
NM
|
|
|||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
||||||||
Less: Income from continuing operations attributable to non
controlling interests and redeemable stock of subsidiaries
|
(359
|
)
|
|
(211
|
)
|
|
(364
|
)
|
|
70
|
%
|
|
-42
|
%
|
|||
Less: Income from discontinued operations attributable to noncontrolling interests
|
(25
|
)
|
|
(142
|
)
|
|
(92
|
)
|
|
-82
|
%
|
|
54
|
%
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION
|
$
|
(1,161
|
)
|
|
$
|
(1,130
|
)
|
|
$
|
306
|
|
|
3
|
%
|
|
NM
|
|
AMOUNTS ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS:
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations, net
of tax
|
$
|
(507
|
)
|
|
$
|
(20
|
)
|
|
$
|
318
|
|
|
NM
|
|
|
NM
|
|
Loss from discontinued operations, net of tax
|
(654
|
)
|
|
(1,110
|
)
|
|
(12
|
)
|
|
-41
|
%
|
|
NM
|
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION
|
$
|
(1,161
|
)
|
|
$
|
(1,130
|
)
|
|
$
|
306
|
|
|
3
|
%
|
|
NM
|
|
Net cash provided by operating activities
|
$
|
2,489
|
|
|
$
|
2,884
|
|
|
$
|
2,134
|
|
|
-14
|
%
|
|
35
|
%
|
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.49
|
|
|
$
|
0.45
|
|
|
$
|
0.41
|
|
|
9
|
%
|
|
10
|
%
|
•
|
$276 million in MCAC primarily due to the commencement of the combined cycle operations at Los Mina in June 2017 as well as higher rates in the Dominican Republic and higher pass through costs in El Salvador, partially offset by hurricane impacts at Puerto Rico; and
|
•
|
$204 million in Andes primarily due to the start of commercial operations at Cochrane as well as higher availability at Argentina, partially offset by lower spot sales at Chivor.
|
•
|
The favorable impact of FX of
$39 million
, primarily in Brazil, Argentina, and Colombia.
|
•
|
$65 million in MCAC due to the commencement of the Los Mina combined cycle operations in June 2017 in the Dominican Republic as well as higher availability due to forced outages in 2016 at Mexico.
|
•
|
The unfavorable FX impacts of $326 million, primarily in Argentina of $94 million, Kazakhstan of $63 million and Colombia of $54 million.
|
•
|
$483 million in Brazil due to lower rates for energy sold under new contracts at Tietê as well as operations in 2015 but not in 2016 at Uruguaiana;
|
•
|
$164 million in the U.S. primarily due to the sale of DPLER in January 2016 as well as lower rates at DPL, partially offset by higher retail rates at IPL;
|
•
|
$141 million in MCAC primarily due to lower pass-through costs at El Salvador; and
|
•
|
$95 million in Eurasia primarily due to lower pass-through costs at IPP4 in Jordan, partially offset by the full operations at Mong Duong in 2016 compared to Unit 1 in March 2015 with principal operations commencing in April 2015.
|
•
|
The unfavorable FX impacts of $88 million, primarily in Kazakhstan, Argentina, and Colombia.
|
•
|
$198 million in Brazil driven by the revenue drivers above; and
|
•
|
$39 million in the U.S. driven by the revenue drivers above.
|
Years Ended December 31,
|
2017
|
|
2016
|
|
2015
|
||||||
Mexico
|
$
|
17
|
|
|
$
|
(8
|
)
|
|
$
|
(6
|
)
|
Philippines
|
15
|
|
|
12
|
|
|
8
|
|
|||
Bulgaria
|
14
|
|
|
(8
|
)
|
|
3
|
|
|||
Chile
|
8
|
|
|
(9
|
)
|
|
(18
|
)
|
|||
AES Corporation
|
3
|
|
|
(50
|
)
|
|
(31
|
)
|
|||
Argentina
|
1
|
|
|
37
|
|
|
124
|
|
|||
United Kingdom
|
(3
|
)
|
|
13
|
|
|
11
|
|
|||
Colombia
|
(23
|
)
|
|
(8
|
)
|
|
29
|
|
|||
Other
|
10
|
|
|
6
|
|
|
(14
|
)
|
|||
Total
(1)
|
$
|
42
|
|
|
$
|
(15
|
)
|
|
$
|
106
|
|
(1)
|
Includes gains of
$21 million
,
$17 million
and
$247 million
on foreign currency derivative contracts for the years ended December 31,
2017
,
2016
and
2015
, respectively.
|
•
|
Lower asset impairment at Buffalo Gap III in 2015.
|
•
|
Impact due to U.S. Tax Reform Law enacted on December 22, 2017;
|
•
|
Current year losses on sale of Kazakhstan CHPs and hydroelectric plants;
|
•
|
Current year loss on deconsolidation of Eletropaulo;
|
•
|
Current year impairments at Laurel Mountain, Kazakhstan CHPs and hydroelectric plants and Kilroot; and
|
•
|
Higher loss on extinguishment of debt.
|
•
|
Prior year impairments at DPL;
|
•
|
Prior year loss from discontinued operations as a result of the sale of Sul;
|
•
|
Higher margin at our MCAC SBU;
|
•
|
The favorable impact of the YPF legal settlement at AES Uruguaiana; and
|
•
|
Higher gains on foreign currency transactions.
|
•
|
Impairments and loss on sale at discontinued businesses;
|
•
|
Higher impairment expense on long lived assets;
|
•
|
Lower operating margins at our US, Brazil and Eurasia SBUs;
|
•
|
Lower equity in earnings of affiliates due to the 2015 restructuring at Guacolda; and
|
•
|
Lower gains on foreign currency derivatives.
|
•
|
Lower effective tax rate;
|
•
|
Lower debt extinguishment expense; and
|
•
|
Absence of goodwill impairment expense.
|
Reconciliation of Adjusted Operating Margin (in millions)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Margin
|
$
|
2,464
|
|
|
$
|
2,380
|
|
|
$
|
2,663
|
|
Noncontrolling interests adjustment
|
(690
|
)
|
|
(644
|
)
|
|
(705
|
)
|
|||
Unrealized derivative losses (gains)
|
(5
|
)
|
|
9
|
|
|
19
|
|
|||
Disposition/acquisition losses
|
22
|
|
|
—
|
|
|
—
|
|
|||
Restructuring costs
|
22
|
|
|
—
|
|
|
—
|
|
|||
Total Adjusted Operating Margin
|
$
|
1,813
|
|
|
$
|
1,745
|
|
|
$
|
1,977
|
|
Reconciliation of Adjusted PTC (in millions)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) from continuing operations, net of tax, attributable to The AES Corporation
|
$
|
(507
|
)
|
|
$
|
(20
|
)
|
|
$
|
318
|
|
Income tax (benefit) expense attributable to The AES Corporation
|
828
|
|
|
(111
|
)
|
|
263
|
|
|||
Pre-tax contribution
|
321
|
|
|
(131
|
)
|
|
581
|
|
|||
Unrealized derivative gains
|
(3
|
)
|
|
(9
|
)
|
|
(166
|
)
|
|||
Unrealized foreign currency (gains) losses
|
(59
|
)
|
|
22
|
|
|
95
|
|
|||
Disposition/acquisition (gains) losses
|
123
|
|
|
6
|
|
|
(42
|
)
|
|||
Impairment losses
|
542
|
|
|
933
|
|
|
504
|
|
|||
Loss on extinguishment of debt
|
62
|
|
|
29
|
|
|
179
|
|
|||
Restructuring costs
(1)
|
31
|
|
|
—
|
|
|
—
|
|
|||
Total Adjusted PTC
|
$
|
1,017
|
|
|
$
|
850
|
|
|
$
|
1,151
|
|
(1)
|
In February 2018, the Company announced a reorganization as a part of its on-going strategy to simplify its portfolio, optimize its cost structure and reduce its carbon intensity.
|
Reconciliation of Denominator Used For Adjusted Earnings Per Share
|
|
Years Ended December 31, 2017
|
|
Years Ended December 31, 2016
|
||||||||||||||||||
(in millions, except per share data)
|
|
Loss
|
|
Shares
|
|
$ per share
|
|
Loss
|
|
Shares
|
|
$ per share
|
||||||||||
GAAP DILUTED LOSS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations attributable to The AES Corporation common stockholders
|
|
$
|
(507
|
)
|
|
660
|
|
|
$
|
(0.77
|
)
|
|
$
|
(25
|
)
|
|
660
|
|
|
$
|
(0.04
|
)
|
EFFECT OF DILUTIVE SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restricted stock units
|
|
—
|
|
|
2
|
|
|
0.01
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
NON-GAAP DILUTED LOSS PER SHARE
|
|
$
|
(507
|
)
|
|
662
|
|
|
$
|
(0.76
|
)
|
|
$
|
(25
|
)
|
|
662
|
|
|
$
|
(0.04
|
)
|
Reconciliation of Adjusted EPS
|
Years Ended December 31,
|
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
|
||||||
Diluted earnings (loss) per share from continuing operations
|
$
|
(0.76
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.46
|
|
|
Unrealized derivative gains
|
—
|
|
|
(0.01
|
)
|
|
(0.24
|
)
|
|
|||
Unrealized foreign currency (gains) losses
|
(0.10
|
)
|
|
0.03
|
|
|
0.15
|
|
|
|||
Disposition/acquisition (gains) losses
|
0.19
|
|
(1)
|
0.01
|
|
(2)
|
(0.06
|
)
|
(3)
|
|||
Impairment losses
|
0.82
|
|
(4)
|
1.41
|
|
(5)
|
0.73
|
|
(6)
|
|||
Loss on extinguishment of debt
|
0.09
|
|
(7)
|
0.05
|
|
(8)
|
0.26
|
|
(9)
|
|||
Restructuring costs
|
0.05
|
|
|
—
|
|
|
—
|
|
|
|||
U.S. Tax Law Reform Impact
|
1.08
|
|
(10)
|
—
|
|
|
—
|
|
|
|||
Less: Net income tax benefit on adjustments
|
(0.29
|
)
|
(11)
|
(0.51
|
)
|
(12)
|
(0.06
|
)
|
(13)
|
|||
Adjusted EPS
|
$
|
1.08
|
|
|
$
|
0.94
|
|
|
$
|
1.24
|
|
|
(1)
|
Amount primarily relates to loss on sale of Kazakhstan CHPs of
$49 million
, or
$0.07
per share, realized derivative losses associated with the sale of Sul of
$38 million
, or $0.06 per share, loss on sale of Kazakhstan Hydroelectric plants of
$33 million
, or
$0.05
per share, costs associated with early plant closure of DPL of
$24 million
, or
$0.04
per share; partially offset by gain on Masinloc contingent consideration of
$23 million
or
$0.03
per share and gain on sale of Zimmer and Miami Fort of
$13 million
, or
$0.02
per share.
|
(2)
|
Amount primarily relates to the loss on deconsolidation of UK Wind of
$20 million
, or $
0.03
per share, and losses associated with the sale of Sul of $10 million, or
$0.02
; partially offset by the gain on sale of DPLER of
$22 million
, or
$0.03
per share.
|
(3)
|
Amount primarily relates to the gains on the sale of Armenia Mountain of
$22 million
, or
$0.03
per share and from the sale of Solar Spain and Solar Italy of
$7 million
, or
$0.01
per share.
|
(4)
|
Amount primarily relates to asset impairment at Kazakhstan CHPs of
$94 million
, or
$0.14
per share, at Kazakhstan hydroelectric plants of
$92 million
, or
$0.14
per share, at Laurel Mountain wind farm of
$121 million
, or
$0.18
per share, at DPL of
$175 million
, or
$0.27
per share and at Kilroot of
$37 million
, or
$0.05
per share.
|
(5)
|
Amount primarily relates to asset impairments at DPL of
$859 million
, or
$1.30
per share;
$159 million
at Buffalo Gap II (
$49 million
, or
$0.07
per share, net of NCI); and
$77 million
at Buffalo Gap I (
$23 million
, or
$0.03
per share, net of NCI).
|
(6)
|
Amount primarily relates to the goodwill impairment at DPL of
$317 million
, or
$0.46
per share, and asset impairments at Kilroot of
$121 million
(
$119 million
, or
$0.17
per share, net of NCI), at Buffalo Gap III of
$116 million
(
$27 million
, or
$0.04
per share, net of NCI), and at U.K. Wind (Development Projects) of
$38 million
(
$30 million
, or
$0.04
per share, net of NCI).
|
(7)
|
Amount primarily relates to losses on early retirement of debt at the Parent Company of
$92 million
, or
$0.14
per share, at AES Gener of
$20 million
, or
$0.02
per share, at IPALCO of
$9 million
or
$0.01
per share; partially offset by a gain on early retirement of debt at Alicura of
$65 million
, or
$0.10
per share.
|
(8)
|
Amount primarily relates to the loss on early retirement of debt at the Parent Company of
$19 million
, or
$0.03
per share.
|
(9)
|
Amount primarily relates to the loss on early retirement of debt at the Parent Company of
$116 million
, or
$0.17
per share and at IPL of
$22 million
(
$17 million
, or
$0.02
per share, net of NCI).
|
(10)
|
Amount relates to a one-time transition tax on foreign earnings of
$675 million
, or
$1.02
per share and the remeasurement of deferred tax assets and liabilities to the lower corporate tax rate of
$39 million
, or
$0.06
per share.
|
(11)
|
Amount primarily relates to the income tax benefit associated with asset impairment losses of
$148 million
, or
$0.22
per share in the twelve months ended December 31, 2017.
|
(12)
|
Amount primarily relates to the income tax benefit associated with asset impairment of
$332 million
, or
$0.50
per share in the twelve months ended December 31, 2016.
|
(13)
|
Amount primarily relates to the income tax benefit associated with losses on extinguishment of debt of
$55 million
, or
$0.08
per share in the twelve months ended December 31, 2015.
|
Reconciliation of Free Cash Flow (in millions)
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net Cash provided by operating activities
|
$
|
2,489
|
|
|
$
|
2,884
|
|
|
$
|
2,134
|
|
Add: capital expenditures related to service concession assets
(1)
|
6
|
|
|
29
|
|
|
165
|
|
|||
Less: maintenance capital expenditures, net of reinsurance proceeds
|
(551
|
)
|
|
(624
|
)
|
|
(611
|
)
|
|||
Less: non-recoverable environmental capital expenditures
(2)
|
(23
|
)
|
|
(45
|
)
|
|
(60
|
)
|
|||
Free Cash Flow
|
$
|
1,921
|
|
|
$
|
2,244
|
|
|
$
|
1,628
|
|
(1)
|
Service concession asset expenditures are included in net cash provided by operating activities, but are excluded from the Free Cash Flow non-GAAP metric.
|
(2)
|
Excludes IPL's recoverable environmental capital expenditures of
$54 million
,
$186 million
and
$262 million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
$ Change 2017 vs. 2016
|
|
% Change 2017 vs. 2016
|
|
$ Change 2016 vs. 2015
|
|
% Change 2016 vs. 2015
|
||||||||||||
Operating Margin
|
|
$
|
567
|
|
|
$
|
582
|
|
|
$
|
621
|
|
|
$
|
(15
|
)
|
|
-3
|
%
|
|
$
|
(39
|
)
|
|
-6
|
%
|
Adjusted Operating Margin
|
|
509
|
|
|
513
|
|
|
598
|
|
|
(4
|
)
|
|
-1
|
%
|
|
(85
|
)
|
|
-14
|
%
|
|||||
Adjusted PTC
|
|
361
|
|
|
347
|
|
|
360
|
|
|
14
|
|
|
4
|
%
|
|
(13
|
)
|
|
-4
|
%
|
|||||
Operating Cash Flow
|
|
776
|
|
|
912
|
|
|
845
|
|
|
(136
|
)
|
|
-15
|
%
|
|
67
|
|
|
8
|
%
|
|||||
Free Cash Flow
|
|
597
|
|
|
671
|
|
|
616
|
|
|
(74
|
)
|
|
-11
|
%
|
|
55
|
|
|
9
|
%
|
|||||
Free Cash Flow Attributable to NCI
|
|
41
|
|
|
57
|
|
|
25
|
|
|
(16
|
)
|
|
-28
|
%
|
|
32
|
|
|
NM
|
|
(1)
|
See Item 1.
—
Business
for the respective ownership interest for key businesses. In addition, AES owns 70% of IPL as of March 2016 compared to 75% beginning April 2015, 85% beginning in February 2015 and 100% prior to February 2015.
|
IPL
|
|
||
Decrease due to implementation of new base rates in Q2 2016 which resulted in a favorable change in accrual
|
$
|
(18
|
)
|
Total IPL Decrease
|
(18
|
)
|
|
DPL
|
|
||
Lower retail margin due to lower regulated rates
|
(22
|
)
|
|
Lower volumes primarily due to the shutdown of Stuart Unit 1 and lower commercial availability
|
(21
|
)
|
|
Lower depreciation expense driven by lower PP&E carrying values from impairments in 2016 and 2017
|
26
|
|
|
Other
|
7
|
|
|
Total DPL Decrease
|
(10
|
)
|
|
Other Business Drivers
|
13
|
|
|
Total US SBU Operating Margin Decrease
|
$
|
(15
|
)
|
•
|
A decrease of $49 million in Operating Margin (net of $34 million of decreased depreciation);
|
•
|
Increases in working capital of $144 million primarily related to an increase of $66 million in inventory balances as mild weather in 2015 drove inventory optimization efforts in 2016 and higher payments for purchased power and general accounts payable of $57 million at DPL and IPL; and
|
•
|
Decreases in working capital of $86 million primarily driven by higher collections at IPL of $27 million due to the monetization of higher receivable balances from December 2016 generated by favorable weather and rates and additional regulatory asset payments of $31 million primarily driven by higher MISO cost collection.
|
US Generation
|
|
||
Southland related to an increase in depreciation expense as a result of a change in estimated useful lives of the plants
|
$
|
(17
|
)
|
Impact from sale of Armenia Mountain in July 2015
|
(10
|
)
|
|
Warrior Run due to lower availability and higher maintenance cost primarily due to major outages in 2016
|
(8
|
)
|
|
Laurel Mountain due to lower regulation dispatch as well as lower energy and regulation pricing
|
(8
|
)
|
|
Other
|
(4
|
)
|
|
Total US Generation Decrease
|
(47
|
)
|
|
DPL
|
|
||
Impact of lower wholesale prices and completion of DP&L’s transition to a competitive-bid market
|
(42
|
)
|
|
Decrease in RTO capacity and other revenues primarily due to lower capacity cleared in the auction
|
(21
|
)
|
|
Lower depreciation expense due to June 2016 fixed asset impairment and decrease in generating facility maintenance and other expenses
|
17
|
|
|
Other
|
2
|
|
|
Total DPL Decrease
|
(44
|
)
|
|
IPL
|
|
||
Higher retail margin driven by environmental revenues and higher rates due to a new rate order
|
36
|
|
|
Change in accrual resulting from the implementation of new rates
|
18
|
|
|
Other
|
(2
|
)
|
|
Total IPL Increase
|
52
|
|
|
Total US SBU Operating Margin Decrease
|
$
|
(39
|
)
|
•
|
A decrease of $21 million in Operating Margin (net of $28 million in increased depreciation and $10 million in other non-cash impacts);
|
•
|
Decrease in working capital of $169 million primarily driven by a
$142 million reduction in inventory holdings as we focused on inventory optimization efforts and reductions in working capital needs of $17 million resulting from the sale of MC
2
and DPLER; and
|
•
|
Increases in working capital of $97 million primarily related to an increase in receivables of $80 million resulting from higher rates at IPL and favorable weather in Q4 2016.
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
$ Change 2017 vs. 2016
|
|
% Change 2017 vs. 2016
|
|
$ Change 2016 vs. 2015
|
|
% Change 2016 vs. 2015
|
||||||||||||
Operating Margin
|
|
$
|
658
|
|
|
$
|
634
|
|
|
$
|
618
|
|
|
$
|
24
|
|
|
4
|
%
|
|
$
|
16
|
|
|
3
|
%
|
Adjusted Operating Margin
|
|
450
|
|
|
442
|
|
|
466
|
|
|
8
|
|
|
2
|
%
|
|
(24
|
)
|
|
-5
|
%
|
|||||
Adjusted PTC
|
|
386
|
|
|
390
|
|
|
482
|
|
|
(4
|
)
|
|
-1
|
%
|
|
(92
|
)
|
|
-19
|
%
|
|||||
Operating Cash Flow
|
|
714
|
|
|
475
|
|
|
462
|
|
|
239
|
|
|
50
|
%
|
|
13
|
|
|
3
|
%
|
|||||
Free Cash Flow
|
|
620
|
|
|
383
|
|
|
343
|
|
|
237
|
|
|
62
|
%
|
|
40
|
|
|
12
|
%
|
|||||
Free Cash Flow Attributable to NCI
|
|
204
|
|
|
119
|
|
|
119
|
|
|
85
|
|
|
71
|
%
|
|
—
|
|
|
—
|
%
|
(1)
|
See Item 1.
—
Business
for the respective ownership interest for key businesses. In addition, AES owned 71% of Gener and Chivor prior to sell down effective December 2015 which resulted in ownership of 67%. The Alto Maipo (under construction) and Cochrane plants are owned 62% and 40% respectively.
|
Gener
|
|
||
Negative impact of new regulation on Emissions (Green Taxes)
|
$
|
(41
|
)
|
Lower availability of efficient generation resulting in higher replacement energy and fixed costs mainly associated with major maintenance at Ventanas Complex
|
(29
|
)
|
|
Lower margin at the SING market primarily associated with lower contract sales and increase in coal prices at Norgener partially offset by higher spot sales
|
(21
|
)
|
|
Start of operations at Cochrane Units I and II in July and October 2016, respectively
|
72
|
|
|
Other
|
1
|
|
|
Total Gener Decrease
|
(18
|
)
|
|
Argentina
|
|
||
Higher capacity payments primarily associated to changes in regulation in 2017
|
64
|
|
|
Lower generation at CTSN mainly associated with lower demand
|
(26
|
)
|
|
Higher fixed costs mainly associated with higher people costs driven by inflation
|
(11
|
)
|
|
Favorable FX impact
|
9
|
|
|
Total Argentina Increase
|
36
|
|
|
Chivor
|
|
||
Higher contract sales primarily associated to an increase in contracted capacity at higher prices
|
35
|
|
|
Lower spot sales mainly associated to lower generation and lower spot prices
|
(37
|
)
|
|
Other
|
8
|
|
|
Total Chivor Increase
|
6
|
|
|
Total Andes SBU Operating Margin Increase
|
$
|
24
|
|
•
|
$98 million increase in Operating Margin (net of higher depreciation of $33 million and $41 million of environmental tax accruals in Chile impacting margin, but not free cash flow);
|
•
|
Decreases in working capital of $130 million primarily driven by higher VAT Refunds of $60 million at Alto Maipo and other Construction Projects and $38 million in collections of financing receivables related to the commencement of operations of Guillermo Brown and Cochrane; and
|
•
|
Increases in working capital of $55 million primarily related to $40 million in lower collections of receivables at Chivor.
|
Gener
|
|
||
Lower spot prices on energy and fuel purchases
|
$
|
82
|
|
Start of operations of Cochrane Plant
|
36
|
|
|
Other
|
(3
|
)
|
|
Total Gener Increase
|
115
|
|
|
Argentina
|
|
||
Higher rates driven by annual price review granted by Resolution 22/2016
|
61
|
|
|
Lower availability mainly associated with planned major maintenance
|
(20
|
)
|
|
Higher fixed costs primarily driven by higher inflation and by higher maintenance cost
|
(44
|
)
|
|
Unfavorable FX remeasurement impacts
|
(21
|
)
|
|
Total Argentina Decrease
|
(24
|
)
|
|
Chivor
|
|
||
Higher volume of energy sales to Spot Market
|
14
|
|
|
Unfavorable FX remeasurement impacts
|
(15
|
)
|
|
Lower spot sales prices
|
(72
|
)
|
|
Other
|
(2
|
)
|
|
Total Chivor Decrease
|
(75
|
)
|
|
Total Andes SBU Operating Margin Increase
|
$
|
16
|
|
•
|
An increase of $58 million in Operating Margin (net of $42 million in increased depreciation and other non-cash impacts);
|
•
|
Decrease in working capital of $178 million, primarily driven by $83 million in higher collections at Chivor related to Q4 2015 sales, a $38 million positive impact related to a one-time interest rate swap termination payment at Ventanas in July 2015, and $57 million in collections of financing receivables and maintenance remuneration from CAMMESSA in Argentina; and
|
•
|
Increases in working capital of $137 million primarily related to an increase in VAT accruals of $107 million related to our Cochrane and Alto Maipo construction projects.
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
$ Change 2017 vs. 2016
|
|
% Change 2017 vs. 2016
|
|
$ Change 2016 vs. 2015
|
|
% Change 2016 vs. 2015
|
||||||||||||
Operating Margin
|
|
$
|
203
|
|
|
$
|
186
|
|
|
$
|
397
|
|
|
$
|
17
|
|
|
9
|
%
|
|
$
|
(211
|
)
|
|
-53
|
%
|
Adjusted Operating Margin
|
|
48
|
|
|
41
|
|
|
97
|
|
|
7
|
|
|
17
|
%
|
|
(56
|
)
|
|
-58
|
%
|
|||||
Adjusted PTC
|
|
60
|
|
|
38
|
|
|
92
|
|
|
22
|
|
|
58
|
%
|
|
(54
|
)
|
|
-59
|
%
|
|||||
Operating Cash Flow
|
|
469
|
|
|
716
|
|
|
136
|
|
|
(247
|
)
|
|
(34
|
)%
|
|
580
|
|
|
NM
|
|
|||||
Free Cash Flow
|
|
279
|
|
|
532
|
|
|
(24
|
)
|
|
(253
|
)
|
|
(48
|
)%
|
|
556
|
|
|
NM
|
|
|||||
Free Cash Flow Attributable to NCI
|
|
204
|
|
|
422
|
|
|
5
|
|
|
(218
|
)
|
|
(52
|
)%
|
|
417
|
|
|
NM
|
|
(1)
|
See Item 1.
—
Business
for the respective ownership interest for key businesses.
|
Tietê
|
|
||
Net impact of volume and prices of bilateral contracts due to higher energy purchased
|
$
|
(100
|
)
|
Net impact of volume and prices of lower energy purchased in spot market
|
71
|
|
|
Higher volume due to acquisition of new wind entities - Alto Sertão II
|
23
|
|
|
Favorable FX impacts
|
21
|
|
|
Other
|
4
|
|
|
Total Tietê Increase
|
19
|
|
|
Other Business Drivers
|
(2
|
)
|
|
Total Brazil SBU Operating Margin Increase
|
$
|
17
|
|
•
|
$35 million increase in Operating Margin (net of increased depreciation of $18 million);
|
•
|
$58 million decrease due to the sale of Sul in October 2016;
|
•
|
Increases in working capital of $913 million, primarily related to $600 million of higher costs deferred in net regulatory assets at Eletropaulo resulting from unfavorable hydrology in prior periods and $198 million of lower collections of energy sales at Eletropaulo due to higher tariff flags in 2016; and
|
•
|
Decreases in working capital of $445 million, primarily due to $411 million related to timing of payments for energy purchases due to lower energy costs and lower regulatory charges at Eletropaulo and Tietê.
|
Tietê
|
|
||
Lower rates for energy sold under new contracts
|
$
|
(239
|
)
|
Unfavorable FX impacts
|
(14
|
)
|
|
Higher fixed costs due to higher legal settlements
|
(13
|
)
|
|
Lower rates for energy purchases mainly due to decrease in spot market prices
|
78
|
|
|
Other
|
(2
|
)
|
|
Total Tietê Decrease
|
(190
|
)
|
|
Uruguaiana
|
|
||
Operations in 2015 compared to not operating in 2016
|
(20
|
)
|
|
Total Uruguaiana Decrease
|
(20
|
)
|
|
Other Business Drivers
|
(1
|
)
|
|
Total Brazil SBU Operating Margin Decrease
|
$
|
(211
|
)
|
•
|
$308 million decrease in Operating Margin (net of $45 million in non-cash impacts, primarily due to the reversal of a contingent regulatory liability at Eletropaulo in 2015);
|
•
|
Decreases in working capital of $1.5 billion, primarily due to $974 million in higher collections of costs deferred in net regulatory assets at Eletropaulo and Sul resulting from unfavorable hydrology in 2015 and $416 million of higher collections on energy sales in 2016; and
|
•
|
Increases in working capital of $623 million primarily due to $581 million related to regulatory charges and timing of payments for energy purchases at Eletropaulo and Sul in 2016.
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
$ Change 2017 vs. 2016
|
|
% Change 2017 vs. 2016
|
|
$ Change 2016 vs. 2015
|
|
% Change 2016 vs. 2015
|
||||||||||||
Operating Margin
|
|
$
|
589
|
|
|
$
|
523
|
|
|
$
|
543
|
|
|
$
|
66
|
|
|
13
|
%
|
|
$
|
(20
|
)
|
|
-4
|
%
|
Adjusted Operating Margin
|
|
470
|
|
|
413
|
|
|
438
|
|
|
57
|
|
|
14
|
%
|
|
(25
|
)
|
|
-6
|
%
|
|||||
Adjusted PTC
|
|
340
|
|
|
267
|
|
|
327
|
|
|
73
|
|
|
27
|
%
|
|
(60
|
)
|
|
-18
|
%
|
|||||
Operating Cash Flow
|
|
427
|
|
|
312
|
|
|
705
|
|
|
115
|
|
|
37
|
%
|
|
(393
|
)
|
|
-56
|
%
|
|||||
Free Cash Flow
|
|
345
|
|
|
219
|
|
|
625
|
|
|
126
|
|
|
58
|
%
|
|
(406
|
)
|
|
-65
|
%
|
|||||
Free Cash Flow Attributable to NCI
|
|
61
|
|
|
51
|
|
|
127
|
|
|
10
|
|
|
20
|
%
|
|
(76
|
)
|
|
-60
|
%
|
(1)
|
See Item 1.
—
Business
for the respective ownership interest for key businesses. AES owned 92% of Andres and Los Mina and 46% of Itabo in the Dominican Republic until December 2015 when the ownership changed to 90% at Andres and Los Mina and 45% at Itabo until October 2017.
|
Dominican Republic
|
|
||
Higher contracted energy sales net of LNG fuel consumption mainly driven by Los Mina combined cycle commencement of operations in June 2017
|
$
|
34
|
|
Other
|
6
|
|
|
Total Dominican Republic Increase
|
40
|
|
|
Mexico
|
|
||
Higher availability as a result of a plant forced maintenance in 2016
|
13
|
|
|
Other
|
7
|
|
|
Total Mexico Increase
|
20
|
|
|
Other Business Drivers
|
6
|
|
|
Total MCAC SBU Operating Margin Increase
|
$
|
66
|
|
•
|
$73 million increase in Operating Margin (net of higher depreciation of $7 million);
|
•
|
Decreases in working capital in Dominican Republic of $61 million primarily due to the collection of past overdue amounts as part of the sale of receivables executed with the distribution companies and CDEEE in 2017; and
|
•
|
Increases in working capital in Puerto Rico of $10 million primarily related to lower payments and collections caused by Hurricane Maria.
|
Mexico
|
|
||
Lower availability and related costs
|
$
|
(11
|
)
|
Other
|
(6
|
)
|
|
Total Mexico Decrease
|
(17
|
)
|
|
El Salvador
|
|
||
Higher fixed costs and lower energy sales margin
|
(10
|
)
|
|
Total El Salvador Decrease
|
(10
|
)
|
|
Panama
|
|
||
Expenses related to the ongoing construction of a natural gas generation plant and a liquefied natural gas terminal
|
(19
|
)
|
|
Commencement of power barge operations at the end of March 2015
|
13
|
|
|
Other
|
(3
|
)
|
|
Total Panama Decrease
|
(9
|
)
|
|
Dominican Republic
|
|
||
Higher contracted and spot energy sales
|
24
|
|
|
Total Dominican Republic Increase
|
24
|
|
|
Other Business Drivers
|
(8
|
)
|
|
Total MCAC SBU Operating Margin Decrease
|
$
|
(20
|
)
|
•
|
A decrease of $10 million in Operating Margin (net of $10 million in depreciation); and
|
•
|
Increases in working capital of $338 million, primarily related to higher accounts receivable balances for the Dominican Republic of $243 million due to collections of overdue receivables in September 2015 and for Puerto Rico of $47 million primarily due to lower sales in Q4 2015.
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
$ Change 2017 vs. 2016
|
|
% Change 2017 vs. 2016
|
|
$ Change 2016 vs. 2015
|
|
% Change 2016 vs. 2015
|
||||||||||||
Operating Margin
|
|
$
|
423
|
|
|
$
|
429
|
|
|
$
|
452
|
|
|
$
|
(6
|
)
|
|
-1
|
%
|
|
$
|
(23
|
)
|
|
-5
|
%
|
Adjusted Operating Margin
|
|
308
|
|
|
305
|
|
|
346
|
|
|
3
|
|
|
1
|
%
|
|
(41
|
)
|
|
-12
|
%
|
|||||
Adjusted PTC
|
|
290
|
|
|
283
|
|
|
331
|
|
|
7
|
|
|
2
|
%
|
|
(48
|
)
|
|
-15
|
%
|
|||||
Operating Cash Flow
|
|
610
|
|
|
892
|
|
|
354
|
|
|
(282
|
)
|
|
-32
|
%
|
|
538
|
|
|
NM
|
|
|||||
Free Cash Flow
|
|
586
|
|
|
865
|
|
|
437
|
|
|
(279
|
)
|
|
-32
|
%
|
|
428
|
|
|
98
|
%
|
|||||
Free Cash Flow Attributable to NCI
|
|
173
|
|
|
177
|
|
|
112
|
|
|
(4
|
)
|
|
-2
|
%
|
|
65
|
|
|
58
|
%
|
(1)
|
See Item 1.
—
Business
for the respective ownership interest for key businesses.
|
•
|
A decrease of $28 million in Operating Margin (net of $22 million in decreased depreciation);
|
•
|
A reduction in cash receipts of $362 million, primarily attributable to a $360 million payment made in April 2016 from NEK, net of payments to the fuel supplier, for Maritza related to overdue receivables; and
|
•
|
Decreases in working capital of $64 million primarily related to lower working capital requirements of $50 million at Masinloc and Mong Duong due to the timing of payments for coal purchases.
|
Kazakhstan
|
|
||
Unfavorable FX impact due to KZT depreciation against USD
|
$
|
(29
|
)
|
Other
|
(1
|
)
|
|
Total Kazakhstan Decrease
|
(30
|
)
|
|
Maritza
|
|
||
Lower contracted capacity prices due to PPA amendment
|
(18
|
)
|
|
Other
|
(2
|
)
|
|
Total Maritza Decrease
|
(20
|
)
|
|
Ballylumford
|
|
||
Higher contracted revenues
|
27
|
|
|
Lower plant capacity resulting from the retirement of one generation facility
|
(21
|
)
|
|
Total Ballylumford Increase
|
6
|
|
|
Mong Duong
|
|
||
Impact of full year operations for 2016 compared to commencement of principal operations in April 2015
|
16
|
|
|
Total Mong Duong Increase
|
16
|
|
|
Other Business Drivers
|
5
|
|
|
Total Eurasia SBU Operating Margin Decrease
|
$
|
(23
|
)
|
•
|
A decrease of $43 million in Operating Margin (net of $20 million in decreased depreciation and other non-cash impacts);
|
•
|
Increases in working capital of $472 million from increased collections of $360 million at Maritza from NEK, net of payments to the fuel supplier, and a reduction in working capital requirements of $58 million at Mong Duong due to higher working capital needs in 2015 in preparation for commencement of plant operations; and
|
•
|
Decreases in working capital of $47 million attributable to a $24 million decrease in CO
2
allowances due to a price decrease at Maritza and a higher interest expense of $34 million as capitalization of interest ceased upon COD of Mong Duong in 2015.
|
|
|
December 31,
|
|
$ Change
|
||||||||||||||||
Cash flows provided by (used in):
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
Operating activities
|
|
$
|
2,489
|
|
|
$
|
2,884
|
|
|
$
|
2,134
|
|
|
$
|
(395
|
)
|
|
$
|
750
|
|
Investing activities
|
|
(2,749
|
)
|
|
(2,108
|
)
|
|
(2,366
|
)
|
|
(641
|
)
|
|
258
|
|
|||||
Financing activities
|
|
43
|
|
|
(747
|
)
|
|
28
|
|
|
790
|
|
|
(775
|
)
|
|
|
December 31,
|
|
$ Change
|
||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
Net income (loss)
|
|
$
|
(777
|
)
|
|
$
|
(777
|
)
|
|
$
|
762
|
|
|
$
|
—
|
|
|
$
|
(1,539
|
)
|
Depreciation and amortization
|
|
1,169
|
|
|
1,176
|
|
|
1,144
|
|
|
(7
|
)
|
|
32
|
|
|||||
Impairment expenses
|
|
537
|
|
|
1,098
|
|
|
602
|
|
|
(561
|
)
|
|
496
|
|
|||||
Loss on the extinguishment of debt
|
|
68
|
|
|
20
|
|
|
186
|
|
|
48
|
|
|
(166
|
)
|
|||||
Deferred income taxes
|
|
672
|
|
|
(793
|
)
|
|
(50
|
)
|
|
1,465
|
|
|
(743
|
)
|
|||||
Net loss from disposal and impairments of discontinued businesses
|
|
611
|
|
|
1,383
|
|
|
—
|
|
|
(772
|
)
|
|
1,383
|
|
|||||
Other adjustments to net income
|
|
275
|
|
|
225
|
|
|
(73
|
)
|
|
50
|
|
|
298
|
|
|||||
Non-cash adjustments to net income (loss)
|
|
3,332
|
|
|
3,109
|
|
|
1,809
|
|
|
223
|
|
|
1,300
|
|
|||||
Net income, adjusted for non-cash items
|
|
$
|
2,555
|
|
|
$
|
2,332
|
|
|
$
|
2,571
|
|
|
$
|
223
|
|
|
$
|
(239
|
)
|
Net change in operating assets and liabilities
(1)
|
|
(66
|
)
|
|
552
|
|
|
(437
|
)
|
|
(618
|
)
|
|
989
|
|
|||||
Net cash provided by operating activities
(2)
|
|
$
|
2,489
|
|
|
$
|
2,884
|
|
|
$
|
2,134
|
|
|
$
|
(395
|
)
|
|
$
|
750
|
|
(1)
|
Refer to the table below for explanations of the variance in operating assets and liabilities.
|
(2)
|
Amounts included in the table above include the results of discontinued operations, where applicable.
|
Increases in:
|
|
||
Accounts receivable, primarily at Maritza and Eletropaulo
|
$
|
(414
|
)
|
Prepaid expenses and other current assets, primarily short-term regulatory assets at Eletropaulo and Sul
|
(763
|
)
|
|
Accounts payable and other current liabilities, primarily at Eletropaulo, Tietê, Gener and Maritza, partially offset by Corporate
|
783
|
|
|
Income taxes payable, net, and other taxes payable, primarily at Gener, Tietê and Eletropaulo
|
252
|
|
|
Decreases in:
|
|
||
Other liabilities, primarily due to higher deferrals into regulatory liabilities related to energy costs in 2016 compared to 2017 at Eletropaulo
|
(362
|
)
|
|
Other
|
(114
|
)
|
|
Total decrease in cash from changes in operating assets and liabilities
|
$
|
(618
|
)
|
Decreases in:
|
|
||
Other assets, primarily long-term regulatory assets at Eletropaulo and service concession assets at Vietnam
|
$
|
1,054
|
|
Accounts receivable, primarily at Maritza and Eletropaulo
|
615
|
|
|
Prepaid expenses and other current assets, primarily regulatory assets at Eletropaulo and Sul
|
215
|
|
|
Accounts payable and other current liabilities, primarily at Eletropaulo and Sul
|
(651
|
)
|
|
Income taxes payable, net and other taxes payable, primarily at Tietê, Chivor and Gener
|
(252
|
)
|
|
Increases in:
|
|
||
Other
|
8
|
|
|
Total increase in cash from changes in operating assets and liabilities
|
$
|
989
|
|
Increases in:
|
|
||
Acquisitions of businesses, net of cash acquired, and equity method investees (related to the acquisitions of sPower and Alto Sertão II in 2017, partially offset by the lower acquisition of Distributed Energy projects in 2016)
|
$
|
(570
|
)
|
Contributions to equity investments at OPGC and sPower
|
(83
|
)
|
|
Restricted cash, debt service and other assets
|
(74
|
)
|
|
Decreases in:
|
|
||
Proceeds from the sale of business, net of cash sold, related to the sale of Sul in 2016, partially offset by the sale of Zimmer and Miami Fort
|
(523
|
)
|
|
Short-term investments
|
477
|
|
|
Capital expenditures
(1)
|
168
|
|
|
Other investing activities
|
(36
|
)
|
|
Total increase in net cash used in investing activities
|
$
|
(641
|
)
|
(1)
|
Refer to the tables below for a breakout of capital expenditure by type and by primary business driver.
|
|
|
December 31,
|
|
$ Change
|
||||||||
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
||||||
Growth Investments
|
|
$
|
(1,549
|
)
|
|
$
|
(1,510
|
)
|
|
$
|
(39
|
)
|
Maintenance
|
|
(552
|
)
|
|
(617
|
)
|
|
65
|
|
|||
Environmental
(1)
|
|
(76
|
)
|
|
(218
|
)
|
|
142
|
|
|||
Total capital expenditures
|
|
$
|
(2,177
|
)
|
|
$
|
(2,345
|
)
|
|
$
|
168
|
|
(1)
|
Includes both recoverable and non-recoverable environmental capital expenditures. See SBU Performance Analysis for more information.
|
Decreases in:
|
|
||
Growth expenditures at the Andes SBU, primarily due to the completion of the Cochrane project and slower than anticipated productivity by construction contractors at Alto Maipo
|
$
|
114
|
|
Growth expenditure at the Eurasia SBU, primarily due to timing of payments resulting in more financed capex
|
73
|
|
|
Maintenance and environmental expenditures at the US SBU, primarily due to lower spending at IPALCO on the NPDES and MATS compliance and Harding Street refueling projects, decreased spending on CCR compliance and also, decreased spending at DPL on Stuart and Killen facilities due to planned plant closures
|
180
|
|
|
Increases in:
|
|
|
|
Growth expenditures at the US SBU, primarily due to increased spending at Southland re-powering and various Distributed Energy projects, offset by lower spending related to Eagle Valley at IPALCO
|
(233
|
)
|
|
Other capital expenditures
|
34
|
|
|
Total decrease in net cash used for capital expenditures
|
$
|
168
|
|
Increases in:
|
|
||
Capital expenditures
(1)
|
$
|
(37
|
)
|
Acquisitions, net of cash acquired (primarily Distributed Energy)
|
(38
|
)
|
|
Proceeds from the sales of businesses, net of cash sold (primarily related to sales of DPLER and Sul)
|
493
|
|
|
Net purchases of short-term investments
|
(297
|
)
|
|
Decreases in:
|
|
||
Restricted cash, debt service and other assets
|
98
|
|
|
Other investing activities
|
39
|
|
|
Total decrease in net cash used in investing activities
|
$
|
258
|
|
(1)
|
Refer to the tables below for a breakout of capital expenditures by type and by primary business driver.
|
|
|
December 31,
|
|
$ Change
|
||||||||
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||
Growth Investments
|
|
$
|
(1,510
|
)
|
|
$
|
(1,401
|
)
|
|
$
|
(109
|
)
|
Maintenance
|
|
(617
|
)
|
|
(606
|
)
|
|
(11
|
)
|
|||
Environmental
(1)
|
|
(218
|
)
|
|
(301
|
)
|
|
83
|
|
|||
Total capital expenditures
|
|
$
|
(2,345
|
)
|
|
$
|
(2,308
|
)
|
|
$
|
(37
|
)
|
(1)
|
Includes both recoverable and non-recoverable environmental capital expenditures.
|
Decreases in:
|
|
||
Proceeds from the sale of redeemable stock of subsidiaries at IPALCO
|
$
|
(134
|
)
|
Contributions from noncontrolling interests and redeemable security holders at MCAC and US SBUs
|
(117
|
)
|
|
Repayment of non-recourse debt, primarily at the Brazil, US, Eurasia and MCAC SBUs
(1)
|
550
|
|
|
Increases in:
|
|
||
Borrowings under the revolving credit facilities, primarily at the Parent Company and net decrease in repayments at the US SBU
|
382
|
|
|
Proceeds from sale of noncontrolling interests primarily related to the sell down of Dominican Republic business in 2017
|
94
|
|
|
Other financing activities
|
15
|
|
|
Total decrease in net cash used in financing activities
|
$
|
790
|
|
(1)
|
See Note
10
—
Debt
in Item 8.—
Financial Statements and Supplementary Data
of this Form 10-K for more information regarding significant recourse debt transactions.
|
Increases in:
|
|
||
Distributions to noncontrolling interests, primarily at the Brazil SBU
|
$
|
(150
|
)
|
Contributions from noncontrolling interests, primarily at the MCAC SBU
|
64
|
|
|
Decreases in:
|
|
||
Net issuance of non-recourse debt, primarily at the Andes and Brazil SBUs
|
(624
|
)
|
|
Proceeds from the sale of redeemable stock of subsidiaries at IPALCO
|
(327
|
)
|
|
Proceeds from sales to noncontrolling interests, net of transaction costs
|
(154
|
)
|
|
Purchases of treasury stock by the Parent Company
|
403
|
|
|
Net repayments of recourse debt at the Parent Company
(1)
|
32
|
|
|
Other financing activities
|
(19
|
)
|
|
Total increase in net cash provided by financing activities
|
$
|
(775
|
)
|
(1)
|
See Note
10
—
Debt
in Item 8.—
Financial Statements and Supplementary Data
of this Form 10-K for more information regarding significant recourse debt transactions.
|
Parent Company Liquidity
(in millions)
|
|
2017
|
|
2016
|
||||
Consolidated cash and cash equivalents
|
|
$
|
949
|
|
|
$
|
1,244
|
|
Less: Cash and cash equivalents at subsidiaries
|
|
938
|
|
|
1,144
|
|
||
Parent and qualified holding companies' cash and cash equivalents
|
|
11
|
|
|
100
|
|
||
Commitments under Parent Company credit facilities
|
|
1,100
|
|
|
800
|
|
||
Less: Letters of credit under the credit facilities
|
|
(35
|
)
|
|
(6
|
)
|
||
Less: Borrowings under the credit facilities
|
|
(207
|
)
|
|
—
|
|
||
Borrowings available under Parent Company credit facilities
|
|
858
|
|
|
794
|
|
||
Total Parent Company Liquidity
|
|
$
|
869
|
|
|
$
|
894
|
|
•
|
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
(4)
|
|||||||||||||
Debt Obligations
(1)
|
$
|
20,404
|
|
|
$
|
2,250
|
|
|
$
|
2,431
|
|
|
$
|
5,003
|
|
|
$
|
10,720
|
|
|
$
|
—
|
|
|
10
|
|
Interest Payments on Long-Term Debt
(2)
|
9,103
|
|
|
1,172
|
|
|
2,166
|
|
|
1,719
|
|
|
4,046
|
|
|
—
|
|
|
n/a
|
|
||||||
Capital Lease Obligations
|
18
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
12
|
|
|
—
|
|
|
11
|
|
||||||
Operating Lease Obligations
|
935
|
|
|
58
|
|
|
116
|
|
|
117
|
|
|
644
|
|
|
—
|
|
|
11
|
|
||||||
Electricity Obligations
|
4,501
|
|
|
581
|
|
|
948
|
|
|
907
|
|
|
2,065
|
|
|
—
|
|
|
11
|
|
||||||
Fuel Obligations
|
5,859
|
|
|
1,759
|
|
|
1,642
|
|
|
992
|
|
|
1,466
|
|
|
—
|
|
|
11
|
|
||||||
Other Purchase Obligations
|
4,984
|
|
|
1,488
|
|
|
1,401
|
|
|
781
|
|
|
1,314
|
|
|
—
|
|
|
11
|
|
||||||
Other Long-Term Liabilities Reflected on AES' Consolidated Balance Sheet under GAAP
(3)
|
701
|
|
|
—
|
|
|
284
|
|
|
118
|
|
|
277
|
|
|
22
|
|
|
n/a
|
|
||||||
Total
|
$
|
46,505
|
|
|
$
|
7,310
|
|
|
$
|
8,990
|
|
|
$
|
9,639
|
|
|
$
|
20,544
|
|
|
$
|
22
|
|
|
|
(1)
|
Includes recourse and non-recourse debt presented on the Consolidated Balance Sheet. These amounts exclude capital lease obligations which are included in the capital lease category.
|
(2)
|
Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31,
2017
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,
2017
.
|
(3)
|
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, these amounts do not include: (1) regulatory liabilities (See Note
9
—
Regulatory Assets and Liabilities
), (2) contingencies (See Note
12
—
Contingencies
), (3) pension and other postretirement employee benefit liabilities (see Note
13
—
Benefit Plans
), (4) derivatives and incentive compensation (See Note
5
—
Derivative Instruments and Hedging Activities
) or (5) any taxes (See Note
20
—
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.
|
(4)
|
For further information see the note referenced below in Item 8.—
Financial Statements and Supplementary Data
of this Form 10-K.
|
Contingent contractual obligations
|
|
Amount (in millions)
|
|
Number of Agreements
|
|
Maximum Exposure Range for Each Agreement (in millions)
|
||
Guarantees and commitments
|
|
$
|
815
|
|
|
21
|
|
$1 — 272
|
Letters of credit under the unsecured credit facility
|
|
52
|
|
|
4
|
|
$2 — 26
|
|
Asset sale related indemnities
(1)
|
|
27
|
|
|
1
|
|
27
|
|
Letters of credit under the senior secured credit facility
|
|
36
|
|
|
21
|
|
<$1 — 13
|
|
Total
|
|
$
|
930
|
|
|
47
|
|
|
(1)
|
Excludes normal and customary representations and warranties in agreements for the sale of assets (including ownership in associated legal entities) where the associated risk is considered to be nominal.
|
|
2017
|
|
2016
|
||||
|
(in millions, except share and per share data)
|
||||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
949
|
|
|
$
|
1,244
|
|
Restricted cash
|
274
|
|
|
277
|
|
||
Short-term investments
|
424
|
|
|
530
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $10 and $17, respectively
|
1,463
|
|
|
1,421
|
|
||
Inventory
|
562
|
|
|
622
|
|
||
Prepaid expenses
|
62
|
|
|
72
|
|
||
Other current assets
|
630
|
|
|
657
|
|
||
Current assets of discontinued operations and held-for-sale businesses
|
2,034
|
|
|
1,593
|
|
||
Total current assets
|
6,398
|
|
|
6,416
|
|
||
NONCURRENT ASSETS
|
|
|
|
||||
Property, Plant and Equipment:
|
|
|
|
||||
Land
|
502
|
|
|
518
|
|
||
Electric generation, distribution assets and other
|
24,119
|
|
|
24,911
|
|
||
Accumulated depreciation
|
(7,942
|
)
|
|
(7,919
|
)
|
||
Construction in progress
|
3,617
|
|
|
2,905
|
|
||
Property, plant and equipment, net
|
20,296
|
|
|
20,415
|
|
||
Other Assets:
|
|
|
|
||||
Investments in and advances to affiliates
|
1,197
|
|
|
621
|
|
||
Debt service reserves and other deposits
|
565
|
|
|
438
|
|
||
Goodwill
|
1,059
|
|
|
1,157
|
|
||
Other intangible assets, net of accumulated amortization of $441 and $399, respectively
|
366
|
|
|
287
|
|
||
Deferred income taxes
|
130
|
|
|
227
|
|
||
Service concession assets, net of accumulated amortization of $206 and $114, respective
ly
|
1,360
|
|
|
1,445
|
|
||
Other noncurrent assets
|
1,741
|
|
|
1,775
|
|
||
Noncurrent assets of discontinued operations and held-for-sale businesses
|
—
|
|
|
3,343
|
|
||
Total other assets
|
6,418
|
|
|
9,293
|
|
||
TOTAL ASSETS
|
$
|
33,112
|
|
|
$
|
36,124
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
1,371
|
|
|
$
|
1,238
|
|
Accrued interest
|
228
|
|
|
216
|
|
||
Accrued and other liabilities
|
1,232
|
|
|
1,117
|
|
||
Non-recourse debt, including $1,012 and $273, respectively, related to variable interest entities
|
2,164
|
|
|
1,052
|
|
||
Current liabilities of discontinued operations and held-for-sale businesses
|
1,033
|
|
|
1,654
|
|
||
Total current liabilities
|
6,028
|
|
|
5,277
|
|
||
NONCURRENT LIABILITIES
|
|
|
|
||||
Recourse debt
|
4,625
|
|
|
4,671
|
|
||
Non-recourse debt, including $1,358 and $1,502 respectively, related to variable interest entities
|
13,176
|
|
|
13,731
|
|
||
Deferred income taxes
|
1,006
|
|
|
804
|
|
||
Pension and other postretirement liabilities
|
230
|
|
|
237
|
|
||
Other noncurrent liabilities
|
2,365
|
|
|
2,327
|
|
||
Noncurrent liabilities of discontinued operations and held-for-sale businesses
|
—
|
|
|
2,595
|
|
||
Total noncurrent liabilities
|
21,402
|
|
|
24,365
|
|
||
Commitments and Contingencies (see Notes 11 and 12)
|
|
|
|
||||
Redeemable stock of subsidiaries
|
837
|
|
|
782
|
|
||
EQUITY
|
|
|
|
||||
THE AES CORPORATION STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Common stock ($0.01 par value, 1,200,000,000 shares authorized; 816,312,913 issued and 660,388,128 outstanding at December 31, 2017 and 816,061,123 issued and 659,182,232 outstanding at December 31, 2016)
|
8
|
|
|
8
|
|
||
Additional paid-in capital
|
8,501
|
|
|
8,592
|
|
||
Accumulated deficit
|
(2,276
|
)
|
|
(1,146
|
)
|
||
Accumulated other comprehensive loss
|
(1,876
|
)
|
|
(2,756
|
)
|
||
Treasury stock, at cost (155,924,785 and 156,878,891 shares at December 31, 2017 and 2016, respectively)
|
(1,892
|
)
|
|
(1,904
|
)
|
||
Total AES Corporation stockholders’ equity
|
2,465
|
|
|
2,794
|
|
||
NONCONTROLLING INTERESTS
|
2,380
|
|
|
2,906
|
|
||
Total equity
|
4,845
|
|
|
5,700
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
33,112
|
|
|
$
|
36,124
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Regulated
|
$
|
3,109
|
|
|
$
|
3,310
|
|
|
$
|
3,240
|
|
Non-Regulated
|
7,421
|
|
|
6,971
|
|
|
8,020
|
|
|||
Total revenue
|
10,530
|
|
|
10,281
|
|
|
11,260
|
|
|||
Cost of Sales:
|
|
|
|
|
|
||||||
Regulated
|
(2,656
|
)
|
|
(2,844
|
)
|
|
(3,074
|
)
|
|||
Non-Regulated
|
(5,410
|
)
|
|
(5,057
|
)
|
|
(5,523
|
)
|
|||
Total cost of sales
|
(8,066
|
)
|
|
(7,901
|
)
|
|
(8,597
|
)
|
|||
Operating margin
|
2,464
|
|
|
2,380
|
|
|
2,663
|
|
|||
General and administrative expenses
|
(215
|
)
|
|
(194
|
)
|
|
(196
|
)
|
|||
Interest expense
|
(1,170
|
)
|
|
(1,134
|
)
|
|
(1,145
|
)
|
|||
Interest income
|
244
|
|
|
245
|
|
|
256
|
|
|||
Loss on extinguishment of debt
|
(68
|
)
|
|
(13
|
)
|
|
(182
|
)
|
|||
Other expense
|
(57
|
)
|
|
(79
|
)
|
|
(24
|
)
|
|||
Other income
|
120
|
|
|
64
|
|
|
84
|
|
|||
Gain (loss) on disposal and sale of bus
inesses
|
(52
|
)
|
|
29
|
|
|
29
|
|
|||
Goodwill impairment expense
|
—
|
|
|
—
|
|
|
(317
|
)
|
|||
Asset impairment expense
|
(537
|
)
|
|
(1,096
|
)
|
|
(285
|
)
|
|||
Foreign currency transaction gains (losses)
|
42
|
|
|
(15
|
)
|
|
106
|
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE TAXES AND EQUITY IN EARNINGS OF AFFILIATES
|
771
|
|
|
187
|
|
|
989
|
|
|||
Income tax expense
|
(990
|
)
|
|
(32
|
)
|
|
(412
|
)
|
|||
Net equity in earnings of affiliates
|
71
|
|
|
36
|
|
|
105
|
|
|||
INCOME (LOSS) FROM CONTINUING OPE
RATIONS
|
(148
|
)
|
|
191
|
|
|
682
|
|
|||
Income (loss) from operations of discontinued businesses, net of income tax benefit (expense) of $(21), $229, and $(5
3), respectively
|
(18
|
)
|
|
151
|
|
|
80
|
|
|||
Net loss from disposal and impairments of discontinued businesses, net of income tax benefit of $0, $266, and $0, respectively
|
(611
|
)
|
|
(1,119
|
)
|
|
—
|
|
|||
NET INCOME (LOSS)
|
(777
|
)
|
|
(777
|
)
|
|
762
|
|
|||
Noncontrolling interests:
|
|
|
|
|
|
||||||
Less: Income from continuing operations attributable to non
controlling interests and redeemable stock of subsidiaries
|
(359
|
)
|
|
(211
|
)
|
|
(364
|
)
|
|||
Less: Income from discontinued operations attributable to noncontrolling interests
|
(25
|
)
|
|
(142
|
)
|
|
(92
|
)
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION
|
$
|
(1,161
|
)
|
|
$
|
(1,130
|
)
|
|
$
|
306
|
|
AMOUNTS ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net
of tax
|
$
|
(507
|
)
|
|
$
|
(20
|
)
|
|
$
|
318
|
|
Loss from discontinued operations, net of tax
|
(654
|
)
|
|
(1,110
|
)
|
|
(12
|
)
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION
|
$
|
(1,161
|
)
|
|
$
|
(1,130
|
)
|
|
$
|
306
|
|
BASIC EARNINGS PER SHARE:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to The AES Corporation common stockholders, net
of tax
|
$
|
(0.77
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.46
|
|
Loss from discontinued operations attributable to The AES Corporation common stockholders, net of tax
|
(0.99
|
)
|
|
(1.68
|
)
|
|
(0.01
|
)
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS
|
$
|
(1.76
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.45
|
|
DILUTED EARNINGS PER SHARE:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to The AES Corporation common stockholders, net
of tax
|
$
|
(0.77
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.46
|
|
Loss from discontinued operations attributable to The AES Corporation common stockholders, net of tax
|
(0.99
|
)
|
|
(1.68
|
)
|
|
(0.02
|
)
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS
|
$
|
(1.76
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.44
|
|
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.49
|
|
|
$
|
0.45
|
|
|
$
|
0.41
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
NET INCOME (LOSS)
|
$
|
(777
|
)
|
|
$
|
(777
|
)
|
|
$
|
762
|
|
Foreign currency translation activity:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of income tax benefit (expense) of $17, $1, and $1, respectively
|
(9
|
)
|
|
189
|
|
|
(1,019
|
)
|
|||
Reclassification to earnings, net of $0 income tax for all periods
|
643
|
|
|
992
|
|
|
—
|
|
|||
Total foreign currency translation adjustments
|
634
|
|
|
1,181
|
|
|
(1,019
|
)
|
|||
Derivative activity:
|
|
|
|
|
|
||||||
Change in derivative fair value, net of income tax benefit (expense) of $10, $(7) and $16, respectively
|
(12
|
)
|
|
5
|
|
|
(57
|
)
|
|||
Reclassification to earnings, net of income tax expense of $1, $8 and $11, respectively
|
50
|
|
|
37
|
|
|
66
|
|
|||
Total change in fair value of derivatives
|
38
|
|
|
42
|
|
|
9
|
|
|||
Pension activity:
|
|
|
|
|
|
||||||
Change in pension adjustments due to prior service cost, net of income tax expense of $1, $6, and $0 respectively
|
2
|
|
|
11
|
|
|
1
|
|
|||
Change in pension adjustments due to net actuarial gain (loss) for the period, net of income tax benefit (expense) of $6, $106, and $(29), respectively
|
(21
|
)
|
|
(208
|
)
|
|
60
|
|
|||
Reclassification to earnings, net of income tax expense of $135, $3, and $9, respectively
|
266
|
|
|
10
|
|
|
16
|
|
|||
Total pension adjustments
|
247
|
|
|
(187
|
)
|
|
77
|
|
|||
OTHER COMPREHENSIVE INCOME (LOSS)
|
919
|
|
|
1,036
|
|
|
(933
|
)
|
|||
COMPREHENSIVE INCOME (LOSS)
|
142
|
|
|
259
|
|
|
(171
|
)
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(390
|
)
|
|
(262
|
)
|
|
(133
|
)
|
|||
COMPREHENSIVE LOSS ATTRIBUTABLE TO THE AES CORPORATION
|
$
|
(248
|
)
|
|
$
|
(3
|
)
|
|
$
|
(304
|
)
|
|
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 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 a business
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,130
|
)
|
|
—
|
|
|
353
|
|
||||||
Total foreign currency translation adjustment, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,109
|
|
|
72
|
|
||||||
Total change in derivative fair value, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
12
|
|
||||||
Total pension adjustments, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(175
|
)
|
||||||
Total other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,127
|
|
|
(91
|
)
|
||||||
Fair value adjustment
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
(4
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
Disposition of businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(430
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
8.7
|
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance and exercise of stock-based compensation benefit plans, net of income tax
|
0.3
|
|
|
—
|
|
|
(0.8
|
)
|
|
12
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sale of subsidiary shares to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
(84
|
)
|
|
—
|
|
|
17
|
|
||||||
Acquisition and reclassification of subsidiary shares from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||||
Less: Net loss attributable to redeemable stock of subsidiaries
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Balance at December 31, 2016
|
816.1
|
|
|
$
|
8
|
|
|
156.9
|
|
|
$
|
(1,904
|
)
|
|
$
|
8,592
|
|
|
$
|
(1,146
|
)
|
|
$
|
(2,756
|
)
|
|
$
|
2,906
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,161
|
)
|
|
—
|
|
|
384
|
|
||||||
Total foreign currency translation adjustment, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
661
|
|
|
(27
|
)
|
||||||
Total change in derivative fair value, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
15
|
|
||||||
Total pension adjustments, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229
|
|
|
18
|
|
||||||
Total other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
913
|
|
|
6
|
|
||||||
Cumulative effect of a change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||||
Fair value adjustment
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Disposition of businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(666
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(426
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance and exercise of stock-based compensation benefit plans, net of income tax
|
0.2
|
|
|
—
|
|
|
(1.0
|
)
|
|
12
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sale of subsidiary shares to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
7
|
|
|
83
|
|
||||||
Acquisition of subsidiary shares from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
(40
|
)
|
|
68
|
|
||||||
Less: Net loss attributable to redeemable stock of subsidiaries
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Balance at December 31, 2017
|
816.3
|
|
|
$
|
8
|
|
|
155.9
|
|
|
$
|
(1,892
|
)
|
|
$
|
8,501
|
|
|
$
|
(2,276
|
)
|
|
$
|
(1,876
|
)
|
|
$
|
2,380
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
OPERATING ACTIVITIES:
|
(in millions)
|
||||||||||
Net income (loss)
|
$
|
(777
|
)
|
|
$
|
(777
|
)
|
|
$
|
762
|
|
Adjustments to net income
(loss):
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,169
|
|
|
1,176
|
|
|
1,144
|
|
|||
Loss (gain) on sales and disposals of bus
inesses
|
52
|
|
|
(29
|
)
|
|
(29
|
)
|
|||
Impairment expenses
|
537
|
|
|
1,098
|
|
|
602
|
|
|||
Deferred income taxes
|
672
|
|
|
(793
|
)
|
|
(50
|
)
|
|||
Provisions for (reversals of) contingencies
|
34
|
|
|
48
|
|
|
(72
|
)
|
|||
Loss on extinguishment of debt
|
68
|
|
|
20
|
|
|
186
|
|
|||
Loss on sale and disposal of assets
|
43
|
|
|
38
|
|
|
20
|
|
|||
Net loss from disposal and impairments of discontinued businesses
|
611
|
|
|
1,383
|
|
|
—
|
|
|||
Other
|
146
|
|
|
168
|
|
|
8
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(177
|
)
|
|
237
|
|
|
(378
|
)
|
|||
(Increase) decrease in inventory
|
(28
|
)
|
|
42
|
|
|
(26
|
)
|
|||
(Increase) decrease in prepaid expenses and other current assets
|
107
|
|
|
870
|
|
|
655
|
|
|||
(Increase) decrease in other assets
|
(295
|
)
|
|
(251
|
)
|
|
(1,305
|
)
|
|||
Increase (decrease) in accounts payable and other current liabilities
|
163
|
|
|
(620
|
)
|
|
31
|
|
|||
Increase (decrease) in income tax payables, net and other tax payables
|
53
|
|
|
(199
|
)
|
|
53
|
|
|||
Increase (decrease) in other liabilities
|
111
|
|
|
473
|
|
|
533
|
|
|||
Net cash provided by operating activities
|
2,489
|
|
|
2,884
|
|
|
2,134
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(2,177
|
)
|
|
(2,345
|
)
|
|
(2,308
|
)
|
|||
Acquisitions of businesses, net of cash acquired, and equity method investments
|
(625
|
)
|
|
(55
|
)
|
|
(17
|
)
|
|||
Proceeds from the sale of businesses, net of cash sold, and equity method investments
|
108
|
|
|
631
|
|
|
138
|
|
|||
Sale of short-term investments
|
3,540
|
|
|
4,904
|
|
|
4,851
|
|
|||
Purchase of short-term investments
|
(3,310
|
)
|
|
(5,151
|
)
|
|
(4,801
|
)
|
|||
Increase in restricted cash, debt service reserves, and other assets
|
(135
|
)
|
|
(61
|
)
|
|
(159
|
)
|
|||
Contributions to equity investments
|
(89
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|||
Other investing
|
(61
|
)
|
|
(25
|
)
|
|
(67
|
)
|
|||
Net cash used in investing activities
|
(2,749
|
)
|
|
(2,108
|
)
|
|
(2,366
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Borrowings under the revolving credit facilities
|
2,156
|
|
|
1,465
|
|
|
959
|
|
|||
Repayments under the revolving credit facilities
|
(1,742
|
)
|
|
(1,433
|
)
|
|
(937
|
)
|
|||
Issuance of recourse debt
|
1,025
|
|
|
500
|
|
|
575
|
|
|||
Repayments of recourse debt
|
(1,353
|
)
|
|
(808
|
)
|
|
(915
|
)
|
|||
Issuance of non-recourse debt
|
3,222
|
|
|
2,978
|
|
|
4,248
|
|
|||
Repayments of non-recourse debt
|
(2,360
|
)
|
|
(2,666
|
)
|
|
(3,312
|
)
|
|||
Payments for financing fees
|
(100
|
)
|
|
(105
|
)
|
|
(90
|
)
|
|||
Distributions to noncontrolling interests
|
(424
|
)
|
|
(476
|
)
|
|
(326
|
)
|
|||
Contributions from noncontrolling interests and redeemable security holders
|
73
|
|
|
190
|
|
|
126
|
|
|||
Proceeds from the sale of redeemable stock of subsidiaries
|
—
|
|
|
134
|
|
|
461
|
|
|||
Dividends paid on AES common stock
|
(317
|
)
|
|
(290
|
)
|
|
(276
|
)
|
|||
Payments for financed capital expenditures
|
(179
|
)
|
|
(113
|
)
|
|
(150
|
)
|
|||
Purchase of treasury stock
|
—
|
|
|
(79
|
)
|
|
(482
|
)
|
|||
Proceeds from sales to noncontrolling interests, net of transaction costs
|
94
|
|
|
—
|
|
|
154
|
|
|||
Other financing
|
(52
|
)
|
|
(44
|
)
|
|
(7
|
)
|
|||
Net cash provided by (used in) financing activities
|
43
|
|
|
(747
|
)
|
|
28
|
|
|||
Effect of exchange rate changes on cash
|
3
|
|
|
9
|
|
|
(52
|
)
|
|||
Decrease (increase) in cash of discontinued operations and held-for-sale businesses
|
(81
|
)
|
|
(12
|
)
|
|
25
|
|
|||
Total increase (decrease) in cash and cash equivalents
|
(295
|
)
|
|
26
|
|
|
(231
|
)
|
|||
Cash and cash equivalents, beginning
|
1,244
|
|
|
1,218
|
|
|
1,449
|
|
|||
Cash and cash equivalents, ending
|
$
|
949
|
|
|
$
|
1,244
|
|
|
$
|
1,218
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||||||
Cash payments for interest, net of amounts capitalized
|
$
|
1,196
|
|
|
$
|
1,273
|
|
|
$
|
1,265
|
|
Cash payments for income taxes, net of refunds
|
$
|
377
|
|
|
$
|
487
|
|
|
$
|
388
|
|
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Assets acquired through capital lease and other liabilities
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
18
|
|
Dividends declared but not yet paid
|
$
|
86
|
|
|
$
|
174
|
|
|
$
|
135
|
|
Conversion of Alto Maipo loans and accounts payable into equity (see Note 14—
Equity
)
|
$
|
279
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Return Share Transfer Payment due (see Note 22—
Held-for-Sale Businesses and Dispositions
)
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Level 1: Quoted prices in active markets for identical assets or liabilities
|
•
|
Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
|
•
|
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities
|
New Accounting Standards Adopted
|
|||
ASU Number and Name
|
Description
|
Date of Adoption
|
Effect on the financial statements upon adoption
|
2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
|
The standard simplifies the following aspects of accounting for share-based payments awards: accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures, statutory tax withholding requirements, classification of awards as either equity or liabilities and classification of employee taxes paid on statement of cash flows when an employer withholds shares for tax-withholding purposes.
Transition method: The recognition of excess tax benefits and tax deficiencies arising from vesting or settlement were applied retrospectively. The elimination of the requirement that excess tax benefits be realized before they are recognized was adopted on a modified retrospective basis. |
January 1, 2017
|
The recognition of excess tax benefits in the provision for income taxes in the period when the awards vest or are settled, rather than in paid-in-capital in the period when the excess tax benefits are realized, resulted in a decrease of $31 million to deferred tax liabilities, offset by an increase to retained earnings.
|
2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
|
This standard simplifies the accounting for goodwill impairment by removing the requirement to calculate the implied fair value. Instead, it requires that an entity records an impairment charge based on the excess of a reporting unit's carrying amount over its fair value.
Transition method: prospective. |
January 1, 2020. Early adoption is permitted as of January 1, 2017.
|
The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.
|
2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business
|
The standard requires an entity to first evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and if that threshold is met, the set is not a business. As a second step, to be considered a business at least one substantive process should exist. The revised definition of a business will reduce the number of transactions that are accounted for as business combinations.
Transition Method: prospective.
|
January 1, 2018.
Early adoption is permitted.
|
This revised definition will reduce the number of transactions that are accounted for as a business, therefore, acquisitions and disposition would fall under a different accounting model.
|
2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)
|
This standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.
Transition method: retrospective. |
January 1, 2018. Early adoption is permitted.
|
The Company has performed a preliminary evaluation and expects an increase in cash provided by operating activities of approximately $5 million for 2017 and 2016 and a decrease of $5 million in 2015. Net cash used in investing activities are expected to decrease by approximately $150 million and $230 million for 2017 and 2015, respectively, with an increase of $10 million expected for 2016.
|
2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
|
The standard updates the impairment model for financial assets measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses as it is done today, except that the losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities.
Transition method: various.
|
January 1, 2020. Early adoption is permitted only as of January 1, 2019.
|
The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.
|
2016-02, 2018-01, Leases (Topic 842)
|
See discussion of the ASU below.
|
January 1, 2019. Early adoption is permitted.
|
The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements and intends to adopt the standard as of January 1, 2019.
|
2014-09, 2015-14, 2016-08, 2016-10, 2016-12, 2016-20, 2017-10, 2017-13, Revenue from Contracts with Customers (Topic 606)
|
See discussion of the ASU below.
|
January 1, 2018. Early adoption is permitted only as of January 1, 2017.
|
The Company will adopt the standard on January 1, 2018; see below for the evaluation of the impact of its adoption on the consolidated financial statements.
|
December 31,
|
|
2017
|
|
2016
|
||||
Fuel and other raw materials
|
|
$
|
284
|
|
|
$
|
302
|
|
Spare parts and supplies
|
|
278
|
|
|
320
|
|
||
Total
|
|
$
|
562
|
|
|
$
|
622
|
|
|
|
|
December 31,
|
||||||
|
Estimated Useful Life
|
2017
|
|
2016
|
|||||
Electric generation and distribution facilities
|
8 - 40
|
|
$
|
21,529
|
|
|
$
|
22,337
|
|
Other buildings
|
5 - 71
|
|
1,971
|
|
|
1,906
|
|
||
Furniture, fixtures and equipment
|
2 - 32
|
|
284
|
|
|
303
|
|
||
Other
|
5 - 44
|
|
335
|
|
|
365
|
|
||
Total electric generation and distribution assets and other
|
|
|
24,119
|
|
|
24,911
|
|
||
Accumulated depreciation
|
|
|
(7,942
|
)
|
|
(7,919
|
)
|
||
Net electric generation and distribution assets and other
|
|
|
$
|
16,177
|
|
|
$
|
16,992
|
|
Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation expense
|
|
$
|
1,005
|
|
|
$
|
1,002
|
|
|
$
|
958
|
|
Interest capitalized during development and construction
|
|
139
|
|
|
118
|
|
|
84
|
|
December 31,
|
|
2017
|
|
2016
|
||||
Regulated generation, distribution assets and other, gross
|
|
$
|
8,093
|
|
|
$
|
7,815
|
|
Regulated accumulated depreciation
|
|
(3,357
|
)
|
|
(3,299
|
)
|
||
Regulated generation, distribution assets and other, net
|
|
4,736
|
|
|
4,516
|
|
||
Non-regulated generation, distribution assets and other, gross
|
|
16,026
|
|
|
17,096
|
|
||
Non-regulated accumulated depreciation
|
|
(4,585
|
)
|
|
(4,620
|
)
|
||
Non-regulated generation, distribution assets and other, net
|
|
11,441
|
|
|
12,476
|
|
||
Net electric generation, distribution assets and other
|
|
$
|
16,177
|
|
|
$
|
16,992
|
|
|
|
2017
|
|
2016
|
||||
Balance at January 1
|
|
$
|
357
|
|
|
$
|
247
|
|
Additional liabilities incurred
|
|
1
|
|
|
12
|
|
||
Liabilities settled
|
|
(21
|
)
|
|
(4
|
)
|
||
Accretion expense
|
|
16
|
|
|
15
|
|
||
Change in estimated cash flows
|
|
25
|
|
|
86
|
|
||
Other
|
|
(10
|
)
|
|
1
|
|
||
Balance at December 31
|
|
$
|
368
|
|
|
$
|
357
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
AVAILABLE FOR SALE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unsecured debentures
|
|
$
|
—
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
205
|
|
|
$
|
—
|
|
|
$
|
205
|
|
Certificates of deposit
|
|
—
|
|
|
153
|
|
|
—
|
|
|
153
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
260
|
|
||||||||
Government debt securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||||
Subtotal
|
|
—
|
|
|
360
|
|
|
—
|
|
|
360
|
|
|
—
|
|
|
474
|
|
|
—
|
|
|
474
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual funds
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||||
Subtotal
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||||
Total available for sale
|
|
—
|
|
|
412
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
522
|
|
|
—
|
|
|
522
|
|
||||||||
TRADING:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mutual funds
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||||
Total trading
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||||
DERIVATIVES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate derivatives
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||||
Cross-currency derivatives
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Foreign currency derivatives
|
|
—
|
|
|
29
|
|
|
240
|
|
|
269
|
|
|
—
|
|
|
54
|
|
|
255
|
|
|
309
|
|
||||||||
Commodity derivatives
|
|
—
|
|
|
30
|
|
|
5
|
|
|
35
|
|
|
—
|
|
|
38
|
|
|
7
|
|
|
45
|
|
||||||||
Total derivatives — assets
|
|
—
|
|
|
103
|
|
|
245
|
|
|
348
|
|
|
—
|
|
|
114
|
|
|
262
|
|
|
376
|
|
||||||||
TOTAL ASSETS
|
|
$
|
20
|
|
|
$
|
515
|
|
|
$
|
245
|
|
|
$
|
780
|
|
|
$
|
16
|
|
|
$
|
636
|
|
|
$
|
262
|
|
|
$
|
914
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
DERIVATIVES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate derivatives
|
|
$
|
—
|
|
|
$
|
111
|
|
|
$
|
151
|
|
|
$
|
262
|
|
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
179
|
|
|
$
|
300
|
|
Cross-currency derivatives
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||||
Foreign currency derivatives
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
64
|
|
||||||||
Commodity derivatives
|
|
—
|
|
|
19
|
|
|
1
|
|
|
20
|
|
|
—
|
|
|
40
|
|
|
2
|
|
|
42
|
|
||||||||
Total derivatives — liabilities
|
|
—
|
|
|
163
|
|
|
152
|
|
|
315
|
|
|
—
|
|
|
243
|
|
|
181
|
|
|
424
|
|
||||||||
TOTAL LIABILITIES
|
|
$
|
—
|
|
|
$
|
163
|
|
|
$
|
152
|
|
|
$
|
315
|
|
|
$
|
—
|
|
|
$
|
243
|
|
|
$
|
181
|
|
|
$
|
424
|
|
Year Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Gross proceeds from sales of AFS securities
|
|
$
|
1,398
|
|
|
$
|
1,726
|
|
|
$
|
1,226
|
|
Year Ended December 31, 2017
|
Interest Rate
|
|
Foreign Currency
|
|
Commodity
|
|
Total
|
||||||||
Balance at January 1
|
$
|
(179
|
)
|
|
$
|
255
|
|
|
$
|
5
|
|
|
$
|
81
|
|
Total realized and unrealized gains (losses):
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
(1
|
)
|
|
21
|
|
|
1
|
|
|
21
|
|
||||
Included in other comprehensive income — derivative activity
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||
Included in regulatory liabilities
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||
Settlements
|
36
|
|
|
(36
|
)
|
|
(12
|
)
|
|
(12
|
)
|
||||
Transfers of liabilities into Level 3
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Transfers of liabilities out of Level 3
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
Balance at December 31
|
$
|
(151
|
)
|
|
$
|
240
|
|
|
$
|
4
|
|
|
$
|
93
|
|
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
|
$
|
7
|
|
|
$
|
(15
|
)
|
|
$
|
1
|
|
|
$
|
(7
|
)
|
Year Ended December 31, 2016
|
Interest Rate
|
|
Foreign Currency
|
|
Commodity
|
|
Total
|
||||||||
Balance at January 1
|
$
|
(304
|
)
|
|
$
|
277
|
|
|
$
|
3
|
|
|
$
|
(24
|
)
|
Total realized and unrealized gains (losses):
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
—
|
|
|
31
|
|
|
2
|
|
|
33
|
|
||||
Included in other comprehensive income — derivative activity
|
(36
|
)
|
|
6
|
|
|
—
|
|
|
(30
|
)
|
||||
Included in other comprehensive income — foreign currency translation activity
|
3
|
|
|
(52
|
)
|
|
—
|
|
|
(49
|
)
|
||||
Included in regulatory liabilities
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||
Settlements
|
72
|
|
|
(22
|
)
|
|
(11
|
)
|
|
39
|
|
||||
Transfers of liabilities into Level 3
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
||||
Transfers of assets out of Level 3
|
118
|
|
|
15
|
|
|
—
|
|
|
133
|
|
||||
Balance at December 31
|
$
|
(179
|
)
|
|
$
|
255
|
|
|
$
|
5
|
|
|
$
|
81
|
|
Total gains 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
|
$
|
6
|
|
|
$
|
16
|
|
|
$
|
2
|
|
|
$
|
24
|
|
Type of Derivative
|
|
Fair Value
|
|
Unobservable Input
|
|
Amount or Range
(Weighted Average)
|
||
Interest rate
|
|
$
|
(151
|
)
|
|
Subsidiaries’ credit spreads
|
|
1.9% - 5.1% (4.9%)
|
Foreign currency:
|
|
|
|
|
|
|
||
Argentine peso
|
|
240
|
|
|
Argentine peso to U.S. dollar currency exchange rate after one year
(1)
|
|
22.8 - 52.3 (36.6)
|
|
Commodity:
|
|
|
|
|
|
|
||
Other
|
|
4
|
|
|
|
|
|
|
Total
|
|
$
|
93
|
|
|
|
|
|
(1)
|
During the year ended
December 31, 2017
, the Company began utilizing the interest rate differential approach to construct the remaining portion of the forward curve after one year (beyond the traded points). In previous periods, the Company used the purchasing price parity approach to construct the forward curve.
|
Year Ended December 31, 2017
|
|
Measurement Date
|
|
Carrying Amount
(1)
|
|
Fair Value
|
|
Pre-tax
Loss
|
||||||||||||||
Assets
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||||||
Long-lived assets held and used:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Laurel Mountain
|
|
12/31/2017
|
|
$
|
154
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
121
|
|
Kilroot
|
|
12/31/2017
|
|
69
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
37
|
|
|||||
DPL
|
|
02/28/2017
|
|
77
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
66
|
|
|||||
Other
|
|
Various
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Dispositions and held-for-sale businesses:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
DPL Peaker Assets
|
|
12/31/2017
|
|
346
|
|
|
—
|
|
|
237
|
|
|
—
|
|
|
109
|
|
|||||
Kazakhstan Hydroelectric
(4)
|
|
06/30/2017
|
|
190
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
|||||
Kazakhstan CHPs
|
|
03/31/2017
|
|
171
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
94
|
|
Year Ended December 31, 2016
|
|
Measurement Date
|
|
Carrying Amount
(1)
|
|
Fair Value
|
|
Pre-tax
Loss
|
||||||||||||||
Assets
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||||||
Long-lived assets held and used:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
DPL
|
|
12/31/2016
|
|
$
|
787
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
103
|
|
|
$
|
624
|
|
Buffalo Gap I
|
|
08/31/2016
|
|
113
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
77
|
|
|||||
DPL
|
|
06/30/2016
|
|
324
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
235
|
|
|||||
Buffalo Gap II
|
|
03/31/2016
|
|
251
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
159
|
|
|||||
Discontinued operations:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sul
|
|
06/30/2016
|
|
1,581
|
|
|
—
|
|
|
470
|
|
|
—
|
|
|
783
|
|
(1)
|
Represents the carrying values at the dates of measurement, before fair value adjustment.
|
(2)
|
See Note
19
—
Asset Impairment Expense
for further information.
|
(3)
|
Per the Company's policy, pre-tax loss is limited to the impairment of long-lived assets. Any additional loss will be recognized on completion of the sale. Upon disposal of Sul, we incurred an additional pre-tax loss on sale of
$602 million
. See Note
21
—
Discontinued Operations
and Note
22
—
Held-for-Sale Businesses and Dispositions
for further information.
|
(4)
|
Per the Company's policy, pre-tax loss is limited to the impairment of long-lived assets. Any additional loss will be recognized on completion of the sale. Upon disposal of Kazakhstan HPPs, we incurred an additional pre-tax loss on disposal of
$33 million
. See Note
19
—
Asset Impairment Expense
and Note
22
—
Held-for-Sale Businesses and Dispositions
for further information.
|
December 31, 2017
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted Average)
|
||
Long-lived assets held and used:
|
|
|
|
|
|
|
|
|
||
Laurel Mountain
|
|
$
|
33
|
|
|
Discounted cash flow
|
|
Annual revenue growth
|
|
-30% to 2% (0%)
|
|
|
|
|
|
|
Pre-tax operating margin (through remaining life)
|
|
61% to 73% (64%)
|
||
|
|
|
|
|
|
Weighted-average cost of capital
|
|
9%
|
||
Kilroot
|
|
20
|
|
|
Discounted cash flow
|
|
Annual revenue growth
|
|
-85% to 17% (-16%)
|
|
|
|
|
|
|
|
Annual pre-tax operating margin
|
|
-32% to 28% (6%)
|
||
|
|
|
|
|
|
Weighted-average cost of capital
|
|
8%
|
||
DPL
|
|
11
|
|
|
Discounted cash flow
|
|
Pre-tax operating margin (through remaining life)
|
|
10% to 22% (15%)
|
|
|
|
|
|
|
|
Weighted-average cost of capital
|
|
7%
|
||
Total
|
|
$
|
64
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
||||||||||||||||||
|
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets:
|
Accounts receivable — noncurrent
(1)
|
|
$
|
163
|
|
|
$
|
217
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
211
|
|
Liabilities:
|
Non-recourse debt
|
|
15,340
|
|
|
15,890
|
|
|
—
|
|
|
13,350
|
|
|
2,540
|
|
|||||
|
Recourse debt
|
|
4,630
|
|
|
4,920
|
|
|
—
|
|
|
4,920
|
|
|
—
|
|
|
|
|
December 31, 2016
|
||||||||||||||||||
|
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||||
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets:
|
Accounts receivable — noncurrent
(1)
|
|
$
|
232
|
|
|
$
|
342
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
322
|
|
Liabilities:
|
Non-recourse debt
|
|
14,783
|
|
|
15,185
|
|
|
—
|
|
|
14,140
|
|
|
1,045
|
|
|||||
|
Recourse debt
|
|
4,671
|
|
|
4,899
|
|
|
—
|
|
|
4,899
|
|
|
—
|
|
(1)
|
These amounts primarily relate to amounts due from CAMMESA, the administrator of the wholesale electricity market in Argentina, and are included in
Other noncurrent assets
in the accompanying Consolidated Balance Sheets. The fair value and carrying amount of these receivables exclude VAT of
$31 million
and
$24 million
as of
December 31, 2017
and
2016
, respectively.
|
Derivatives
|
|
Maximum Notional Translated to USD
|
|
Latest Maturity
|
||
Interest Rate (LIBOR and EURIBOR)
|
|
$
|
4,481
|
|
|
2036
|
Cross-Currency Swaps (Chilean Unidad de Fomento and Chilean Peso)
|
|
410
|
|
|
2029
|
|
Foreign Currency:
|
|
|
|
|
||
Argentine Peso
|
|
187
|
|
|
2026
|
|
Chilean Peso
|
|
410
|
|
|
2020
|
|
Colombian Peso
|
|
305
|
|
|
2019
|
|
Others, primarily with weighted average remaining maturities of a year or less
|
|
303
|
|
|
2020
|
Fair Value
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
Assets
|
|
Designated
|
|
Not Designated
|
|
Total
|
|
Designated
|
|
Not Designated
|
|
Total
|
||||||||||||
Interest rate derivatives
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Cross-currency derivatives
|
|
29
|
|
|
—
|
|
|
29
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Foreign currency derivatives
|
|
8
|
|
|
261
|
|
|
269
|
|
|
9
|
|
|
300
|
|
|
309
|
|
||||||
Commodity derivatives
|
|
5
|
|
|
30
|
|
|
35
|
|
|
20
|
|
|
25
|
|
|
45
|
|
||||||
Total assets
|
|
$
|
57
|
|
|
$
|
291
|
|
|
$
|
348
|
|
|
$
|
51
|
|
|
$
|
325
|
|
|
$
|
376
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate derivatives
|
|
$
|
125
|
|
|
$
|
137
|
|
|
$
|
262
|
|
|
$
|
295
|
|
|
$
|
5
|
|
|
$
|
300
|
|
Cross-currency derivatives
|
|
3
|
|
|
—
|
|
|
3
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Foreign currency derivatives
|
|
1
|
|
|
29
|
|
|
30
|
|
|
19
|
|
|
45
|
|
|
64
|
|
||||||
Commodity derivatives
|
|
9
|
|
|
11
|
|
|
20
|
|
|
26
|
|
|
16
|
|
|
42
|
|
||||||
Total liabilities
|
|
$
|
138
|
|
|
$
|
177
|
|
|
$
|
315
|
|
|
$
|
358
|
|
|
$
|
66
|
|
|
$
|
424
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
Fair Value
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Current
|
|
$
|
84
|
|
|
$
|
211
|
|
|
$
|
99
|
|
|
$
|
155
|
|
Noncurrent
|
|
264
|
|
|
104
|
|
|
277
|
|
|
269
|
|
||||
Total
|
|
$
|
348
|
|
|
$
|
315
|
|
|
$
|
376
|
|
|
$
|
424
|
|
Credit Risk-Related Contingent Features
(1)
|
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
Present value of liabilities subject to collateralization
|
|
|
|
|
|
$
|
15
|
|
|
$
|
41
|
|
||||
Cash collateral held by third parties or in escrow
|
|
|
|
|
|
9
|
|
|
18
|
|
(1)
|
Based on the credit rating of certain subsidiaries
|
|
|
Years Ended December 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
||||||||
Effective portion of cash flow hedges
|
|
|
|
|
|
|
||||||
Gains (losses) recognized in AOCL
|
|
|
|
|
|
|
||||||
Interest rate derivatives
|
|
$
|
(66
|
)
|
|
$
|
(35
|
)
|
|
$
|
(103
|
)
|
Cross-currency derivatives
|
|
31
|
|
|
21
|
|
|
(20
|
)
|
|||
Foreign currency derivatives
|
|
(5
|
)
|
|
(4
|
)
|
|
10
|
|
|||
Commodity derivatives
|
|
18
|
|
|
30
|
|
|
40
|
|
|||
Total
|
|
$
|
(22
|
)
|
|
$
|
12
|
|
|
$
|
(73
|
)
|
Gains (losses) reclassified from AOCL to earnings
|
|
|
|
|
|
|
||||||
Interest rate derivatives
|
|
$
|
(82
|
)
|
|
$
|
(101
|
)
|
|
$
|
(116
|
)
|
Cross-currency derivatives
|
|
34
|
|
|
8
|
|
|
(24
|
)
|
|||
Foreign currency derivatives
|
|
(20
|
)
|
|
(8
|
)
|
|
32
|
|
|||
Commodity derivatives
|
|
17
|
|
|
56
|
|
|
31
|
|
|||
Total
|
|
$
|
(51
|
)
|
|
$
|
(45
|
)
|
|
$
|
(77
|
)
|
Loss reclassified from AOCL to earnings due to discontinuance of hedge accounting
(1)
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain (losses) recognized in earnings related to
|
|
|
|
|
|
|
||||||
Ineffective portion of cash flow hedges
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
(6
|
)
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign currency derivatives
|
|
$
|
1
|
|
|
$
|
19
|
|
|
$
|
211
|
|
Commodity derivatives and other
|
|
14
|
|
|
(16
|
)
|
|
(29
|
)
|
|||
Total
|
|
$
|
15
|
|
|
$
|
3
|
|
|
$
|
182
|
|
(1)
|
Cash flow hedge was discontinued because it was probable the forecasted transaction will not occur.
|
December 31,
|
|
2017
|
|
2016
|
||||
Argentina
|
|
$
|
177
|
|
|
$
|
236
|
|
Other
|
|
17
|
|
|
20
|
|
||
Total
|
|
$
|
194
|
|
|
$
|
256
|
|
December 31,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Affiliate
|
Country
|
|
Carrying Value (in millions)
|
|
Ownership Interest %
|
||||||||||
sPower
|
United States
|
|
$
|
508
|
|
|
$
|
—
|
|
|
50
|
%
|
|
—
|
%
|
Guacolda
(1)
|
Chile
|
|
357
|
|
|
362
|
|
|
33
|
%
|
|
33
|
%
|
||
OPGC
(2)
|
India
|
|
269
|
|
|
195
|
|
|
49
|
%
|
|
49
|
%
|
||
Elsta
(3)
|
Netherlands
|
|
38
|
|
|
41
|
|
|
50
|
%
|
|
50
|
%
|
||
Equity method investments of Distributed Energy
(3)
|
United States
|
|
15
|
|
|
22
|
|
|
95
|
%
|
|
95
|
%
|
||
Barry
(3)
|
United Kingdom
|
|
—
|
|
|
—
|
|
|
100
|
%
|
|
100
|
%
|
||
Other affiliates
|
Various
|
|
10
|
|
|
1
|
|
|
|
|
|
||||
Total
|
|
|
$
|
1,197
|
|
|
$
|
621
|
|
|
|
|
|
(1)
|
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%
.
|
(2)
|
OPGC has one coal-fired project under development which is an expansion of our existing OPGC business. The project started construction in April 2014 and is expected to begin operations in 2019.
|
(3)
|
Represent VIEs in which the Company holds a variable interest, but is not the primary beneficiary.
|
|
50%-or-less Owned Affiliates
|
|
Majority-Owned Unconsolidated Subsidiaries
|
||||||||||||||||||||
Years ended December 31,
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Revenue
|
$
|
762
|
|
|
$
|
586
|
|
|
$
|
641
|
|
|
$
|
16
|
|
|
$
|
23
|
|
|
$
|
24
|
|
Operating margin
|
165
|
|
|
145
|
|
|
152
|
|
|
5
|
|
|
9
|
|
|
11
|
|
||||||
Net income (loss)
|
72
|
|
|
64
|
|
|
210
|
|
|
(15
|
)
|
|
(2
|
)
|
|
6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31,
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
|
|
||||||||||||
Current assets
|
$
|
418
|
|
|
$
|
308
|
|
|
|
|
$
|
70
|
|
|
$
|
16
|
|
|
|
||||
Noncurrent assets
|
5,372
|
|
|
2,577
|
|
|
|
|
102
|
|
|
181
|
|
|
|
||||||||
Current liabilities
|
633
|
|
|
626
|
|
|
|
|
10
|
|
|
10
|
|
|
|
||||||||
Noncurrent liabilities
|
2,629
|
|
|
1,209
|
|
|
|
|
147
|
|
|
122
|
|
|
|
||||||||
Stockholders' equity
|
2,527
|
|
|
1,048
|
|
|
|
|
15
|
|
|
65
|
|
|
|
|
US
|
|
Andes
|
|
MCAC
|
|
Eurasia
|
|
Total
|
||||||||||
Balance as of December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
2,674
|
|
|
$
|
899
|
|
|
$
|
149
|
|
|
$
|
190
|
|
|
$
|
3,912
|
|
Accumulated impairment losses
|
(2,633
|
)
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
(2,755
|
)
|
|||||
Net balance
|
41
|
|
|
899
|
|
|
149
|
|
|
68
|
|
|
1,157
|
|
|||||
Transfer to assets held-for-sale
(1)
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(68
|
)
|
|
(98
|
)
|
|||||
Balance as of December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
2,674
|
|
|
869
|
|
|
149
|
|
|
122
|
|
|
3,814
|
|
|||||
Accumulated impairment losses
|
(2,633
|
)
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
(2,755
|
)
|
|||||
Net balance
|
$
|
41
|
|
|
$
|
869
|
|
|
$
|
149
|
|
|
$
|
—
|
|
|
$
|
1,059
|
|
(1)
|
See Note
22
---
Held-For-Sale Businesses and Dispositions
for further information.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross Balance
|
|
Accumulated Amortization
|
|
Net Balance
|
|
Gross Balance
|
|
Accumulated Amortization
|
|
Net Balance
|
||||||||||||
Subject to Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Internal-use software
|
$
|
416
|
|
|
$
|
(330
|
)
|
|
$
|
86
|
|
|
$
|
396
|
|
|
$
|
(304
|
)
|
|
$
|
92
|
|
Contracts
|
92
|
|
|
(21
|
)
|
|
71
|
|
|
53
|
|
|
(15
|
)
|
|
38
|
|
||||||
Contractual payment rights
(1)
|
65
|
|
|
(47
|
)
|
|
18
|
|
|
56
|
|
|
(42
|
)
|
|
14
|
|
||||||
Project development rights
|
57
|
|
|
(1
|
)
|
|
56
|
|
|
4
|
|
|
(1
|
)
|
|
3
|
|
||||||
Other
(2)
|
98
|
|
|
(42
|
)
|
|
56
|
|
|
103
|
|
|
(37
|
)
|
|
66
|
|
||||||
Subtotal
|
728
|
|
|
(441
|
)
|
|
287
|
|
|
612
|
|
|
(399
|
)
|
|
213
|
|
||||||
Indefinite-Lived Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Land use rights
|
45
|
|
|
—
|
|
|
45
|
|
|
47
|
|
|
—
|
|
|
47
|
|
||||||
Water rights
|
20
|
|
|
—
|
|
|
20
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||
Other
|
14
|
|
|
—
|
|
|
14
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||
Subtotal
|
79
|
|
|
—
|
|
|
79
|
|
|
74
|
|
|
—
|
|
|
74
|
|
||||||
Total
|
$
|
807
|
|
|
$
|
(441
|
)
|
|
$
|
366
|
|
|
$
|
686
|
|
|
$
|
(399
|
)
|
|
$
|
287
|
|
(1)
|
Represent legal rights to receive system reliability payments from the regulator.
|
(2)
|
Includes management rights, sales concessions, gas extraction rights, and other individually insignificant intangible assets.
|
December 31, 2017
|
Amount
|
|
Subject to Amortization/Indefinite-Lived
|
|
Weighted Average Amortization Period (in years)
|
|
Amortization Method
|
||
Project Development Rights
|
$
|
53
|
|
|
Subject to Amortization
|
|
30
|
|
Straight-line
|
Contracts
|
34
|
|
|
Subject to Amortization
|
|
25
|
|
Straight-line
|
|
Internal-use software
|
17
|
|
|
Subject to Amortization
|
|
7
|
|
Straight-line
|
|
Other
|
8
|
|
|
Various
|
|
N/A
|
|
N/A
|
|
Total
|
$
|
112
|
|
|
|
|
|
|
|
December 31, 2016
|
Amount
|
|
Subject to Amortization/Indefinite-Lived
|
|
Weighted Average Amortization Period (in years)
|
|
Amortization
Method
|
||
Internal-use software
|
$
|
41
|
|
|
Subject to Amortization
|
|
4
|
|
Straight-line
|
Contracts
|
24
|
|
|
Subject to Amortization
|
|
26
|
|
Straight-line
|
|
Other
|
5
|
|
|
Subject to Amortization
|
|
13
|
|
Straight-line
|
|
Total
|
$
|
70
|
|
|
|
|
|
|
|
(in millions)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
Internal-use software
|
$
|
17
|
|
|
$
|
14
|
|
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
9
|
|
Contracts
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|||||
Other
|
11
|
|
|
12
|
|
|
10
|
|
|
8
|
|
|
9
|
|
|||||
Total
|
$
|
33
|
|
|
$
|
31
|
|
|
$
|
27
|
|
|
$
|
23
|
|
|
$
|
23
|
|
December 31,
|
2017
|
|
2016
|
|
Recovery/Refund Period
|
||||
REGULATORY ASSETS
|
|
|
|
||||||
Current regulatory assets:
|
|
|
|
|
|
||||
El Salvador tariff recoveries
|
$
|
59
|
|
|
$
|
54
|
|
|
Quarterly as part of the tariff adjustment
|
Other
|
60
|
|
|
34
|
|
|
Various
|
||
Total current regulatory assets
|
119
|
|
|
88
|
|
|
|
||
Noncurrent regulatory assets:
|
|
|
|
|
|
||||
IPL and DPL defined benefit pension obligations
(1)
|
298
|
|
|
316
|
|
|
Various
|
||
IPL and DPL income taxes recoverable from customers
(1)
|
—
|
|
|
87
|
|
|
Various
|
||
IPL deferred Midwest ISO costs
|
102
|
|
|
114
|
|
|
9 years
|
||
IPL environmental costs
|
48
|
|
|
41
|
|
|
Various
|
||
Other
|
94
|
|
|
97
|
|
|
Various
|
||
Total noncurrent regulatory assets
|
542
|
|
|
655
|
|
|
|
||
TOTAL REGULATORY ASSETS
|
$
|
661
|
|
|
$
|
743
|
|
|
|
REGULATORY LIABILITIES
|
|
|
|
|
|
||||
Current regulatory liabilities:
|
|
|
|
|
|
||||
DPL efficiency program costs
|
$
|
10
|
|
|
$
|
14
|
|
|
Annually as part of the tariff adjustment
|
Other
|
7
|
|
|
27
|
|
|
Various
|
||
Total current regulatory liabilities
|
17
|
|
|
41
|
|
|
|
||
Noncurrent regulatory liabilities:
|
|
|
|
|
|
||||
IPL and DPL asset retirement obligations
|
830
|
|
|
795
|
|
|
Over life of assets
|
||
IPL and DPL deferred income taxes
|
243
|
|
|
2
|
|
|
Various
|
||
Other
|
6
|
|
|
5
|
|
|
Various
|
||
Total noncurrent regulatory liabilities
|
1,079
|
|
|
802
|
|
|
|
||
TOTAL REGULATORY LIABILITIES
|
$
|
1,096
|
|
|
$
|
843
|
|
|
|
(1)
|
Past expenditures on which the Company earns a rate of return
.
|
•
|
Demand charges at DPL;
|
•
|
Unamortized premiums reacquired or redeemed on long term debt at IPL and DPL, which are amortized over the lives of the original issuances; and
|
•
|
Unrecovered fuel and purchased power costs at IPL and DPL.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Regulatory Assets
|
|
Regulatory Liabilities
|
|
Regulatory Assets
|
|
Regulatory Liabilities
|
||||||||
US SBU
|
$
|
602
|
|
|
$
|
1,095
|
|
|
$
|
689
|
|
|
$
|
842
|
|
MCAC SBU
|
59
|
|
|
—
|
|
|
54
|
|
|
—
|
|
||||
Brazil SBU
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total
|
$
|
661
|
|
|
$
|
1,096
|
|
|
$
|
743
|
|
|
$
|
843
|
|
NON-RECOURSE DEBT
|
Weighted Average Interest Rate
|
|
Maturity
|
|
December 31,
|
||||||
2017
|
|
2016
|
|||||||||
Variable Rate:
(1)
|
|
|
|
|
|
|
|
||||
Bank loans
|
4.52%
|
|
2018 – 2050
|
|
$
|
2,488
|
|
|
$
|
2,601
|
|
Notes and bonds
|
8.06%
|
|
2020 – 2026
|
|
900
|
|
|
471
|
|
||
Debt to (or guaranteed by) multilateral, export credit agencies or development banks
(2)
|
3.28%
|
|
2023 – 2034
|
|
3,668
|
|
|
3,189
|
|
||
Fixed Rate:
|
|
|
|
|
|
|
|
||||
Bank loans
|
4.54%
|
|
2018 – 2040
|
|
993
|
|
|
767
|
|
||
Notes and bonds
|
5.68%
|
|
2019 – 2073
|
|
7,388
|
|
|
7,822
|
|
||
Debt to (or guaranteed by) multilateral, export credit agencies or development banks
(2)
|
5.35%
|
|
2023 – 2034
|
|
271
|
|
|
328
|
|
||
Other
|
5.81%
|
|
2018 – 2061
|
|
26
|
|
|
30
|
|
||
Unamortized (discount) premium & debt issuance (costs), net
|
|
|
|
|
(394
|
)
|
|
(425
|
)
|
||
Subtotal
|
|
|
|
|
$
|
15,340
|
|
|
$
|
14,783
|
|
Less: Current maturities
|
|
|
|
|
(2,164
|
)
|
|
(1,052
|
)
|
||
Noncurrent maturities
|
|
|
|
|
$
|
13,176
|
|
|
$
|
13,731
|
|
(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
$3.6 billion
on non-recourse debt outstanding at December 31,
2017
. 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
2.49%
to
8.00%
. The debt agreements expire at various dates from
2018
through
2073
.
|
(2)
|
Multilateral loans include loans funded and guaranteed by bilaterals, multilaterals, development banks and other similar institutions.
|
December 31,
|
Annual Maturities
|
||
2018
|
$
|
2,245
|
|
2019
|
796
|
|
|
2020
|
1,396
|
|
|
2021
|
1,833
|
|
|
2022
|
1,768
|
|
|
Thereafter
|
7,696
|
|
|
Unamortized (discount) premium & debt issuance (costs), net
|
(394
|
)
|
|
Total
|
$
|
15,340
|
|
Subsidiary
|
|
Issuances
|
|
Repayments
|
|
Gain (Loss) on Extinguishment of Debt
|
||||||
IPALCO
|
|
$
|
608
|
|
|
$
|
(528
|
)
|
|
$
|
(9
|
)
|
Tietê
|
|
585
|
|
|
(293
|
)
|
|
(5
|
)
|
|||
Southland
|
|
557
|
|
|
—
|
|
|
—
|
|
|||
Gener
|
|
335
|
|
|
(426
|
)
|
|
(20
|
)
|
|||
AES Argentina
|
|
310
|
|
|
(181
|
)
|
|
65
|
|
|||
Los Mina
|
|
303
|
|
|
(275
|
)
|
|
(4
|
)
|
|||
Colon
|
|
262
|
|
|
—
|
|
|
—
|
|
|||
Masinloc
|
|
160
|
|
|
(51
|
)
|
|
—
|
|
|||
DPL
|
|
103
|
|
|
(249
|
)
|
|
(3
|
)
|
|||
Other
|
|
285
|
|
|
(547
|
)
|
|
(1
|
)
|
|||
Total
|
|
$
|
3,508
|
|
|
$
|
(2,550
|
)
|
|
$
|
23
|
|
|
Primary Nature
of Default |
|
December 31, 2017
|
||||||
Subsidiary
|
Default
|
|
Net Assets
|
||||||
Alto Maipo (Chile)
|
Covenant
|
|
$
|
618
|
|
|
$
|
352
|
|
AES Puerto Rico
|
Covenant/Payment
|
|
365
|
|
|
692
|
|
||
AES Ilumina
|
Covenant
|
|
36
|
|
|
54
|
|
||
Total
|
|
|
$
|
1,019
|
|
|
|
|
Interest Rate
|
|
Final Maturity
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Senior Unsecured Note
|
LIBOR + 3.00%
|
|
2019
|
|
$
|
—
|
|
|
$
|
240
|
|
Senior Unsecured Note
|
8.00%
|
|
2020
|
|
228
|
|
|
469
|
|
||
Senior Unsecured Note
|
7.38%
|
|
2021
|
|
690
|
|
|
966
|
|
||
Drawings on secured credit facility
|
LIBOR + 2.00%
|
|
2021
|
|
207
|
|
|
—
|
|
||
Senior Secured Term Loan
|
LIBOR + 2.00%
|
|
2022
|
|
521
|
|
|
—
|
|
||
Senior Unsecured Note
|
4.88%
|
|
2023
|
|
713
|
|
|
713
|
|
||
Senior Unsecured Note
|
5.50%
|
|
2024
|
|
738
|
|
|
738
|
|
||
Senior Unsecured Note
|
5.50%
|
|
2025
|
|
573
|
|
|
573
|
|
||
Senior Unsecured Note
|
6.00%
|
|
2026
|
|
500
|
|
|
500
|
|
||
Senior Unsecured Note
|
5.13%
|
|
2027
|
|
500
|
|
|
—
|
|
||
Term Convertible Trust Securities
|
6.75%
|
|
2029
|
|
—
|
|
|
517
|
|
||
Unamortized (discount) premium & debt issuance (costs), net
|
|
|
|
|
(40
|
)
|
|
(45
|
)
|
||
Subtotal
|
|
|
|
|
$
|
4,630
|
|
|
$
|
4,671
|
|
Less: Current maturities
|
|
|
|
|
(5
|
)
|
|
—
|
|
||
Noncurrent maturities
|
|
|
|
|
$
|
4,625
|
|
|
$
|
4,671
|
|
December 31,
|
Net Principal Amounts Due
|
||
2018
|
$
|
5
|
|
2019
|
5
|
|
|
2020
|
234
|
|
|
2021
|
902
|
|
|
2022
|
500
|
|
|
Thereafter
|
3,024
|
|
|
Unamortized (discount) premium & debt issuance (costs), net
|
(40
|
)
|
|
Total recourse debt
|
$
|
4,630
|
|
|
Future Commitments for
|
||||||
December 31,
|
Capital Leases
|
|
Operating Leases
|
||||
2018
|
$
|
2
|
|
|
$
|
58
|
|
2019
|
1
|
|
|
58
|
|
||
2020
|
1
|
|
|
58
|
|
||
2021
|
1
|
|
|
59
|
|
||
2022
|
1
|
|
|
58
|
|
||
Thereafter
|
12
|
|
|
644
|
|
||
Total
|
$
|
18
|
|
|
$
|
935
|
|
Less: Imputed interest
|
(10
|
)
|
|
|
|||
Present value of total minimum lease payments
|
$
|
8
|
|
|
|
Actual purchases during the year ended December 31,
|
Electricity Purchase Contracts
|
|
Fuel Purchase Contracts
|
|
Other Purchase Contracts
|
||||||
2015
|
$
|
545
|
|
|
$
|
1,262
|
|
|
$
|
1,833
|
|
2016
|
420
|
|
|
1,790
|
|
|
817
|
|
|||
2017
|
747
|
|
|
1,619
|
|
|
1,945
|
|
|||
Future commitments for the year ending December 31,
|
|
|
|
|
|
||||||
2018
|
$
|
581
|
|
|
$
|
1,759
|
|
|
$
|
1,488
|
|
2019
|
508
|
|
|
1,051
|
|
|
931
|
|
|||
2020
|
440
|
|
|
591
|
|
|
470
|
|
|||
2021
|
469
|
|
|
538
|
|
|
234
|
|
|||
2022
|
438
|
|
|
454
|
|
|
547
|
|
|||
Thereafter
|
2,065
|
|
|
1,466
|
|
|
1,314
|
|
|||
Total
|
$
|
4,501
|
|
|
$
|
5,859
|
|
|
$
|
4,984
|
|
Contingent Contractual Obligations
|
|
Amount (in millions)
|
|
Number of Agreements
|
|
Maximum Exposure Range for Each Agreement (in millions)
|
||
Guarantees and commitments
|
|
$
|
815
|
|
|
21
|
|
$1 — 272
|
Letters of credit under the unsecured credit facility
|
|
52
|
|
|
4
|
|
$2 — 26
|
|
Asset sale related indemnities
(1)
|
|
27
|
|
|
1
|
|
27
|
|
Letters of credit under the senior secured credit facility
|
|
36
|
|
|
21
|
|
<$1 — 13
|
|
Total
|
|
$
|
930
|
|
|
47
|
|
|
(1)
|
Excludes normal and customary representations and warranties in agreements for the sale of assets (including ownership in associated legal entities) where the associated risk is considered to be nominal.
|
|
|
2017
|
|
2016
|
||||||||||||
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||
CHANGE IN PROJECTED BENEFIT OBLIGATION:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation as of January 1
|
|
$
|
1,188
|
|
|
$
|
411
|
|
|
$
|
1,172
|
|
|
$
|
374
|
|
Service cost
|
|
13
|
|
|
10
|
|
|
13
|
|
|
9
|
|
||||
Interest cost
|
|
41
|
|
|
22
|
|
|
42
|
|
|
21
|
|
||||
Employee contributions
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Plan amendments
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
||||
Plan curtailments
|
|
3
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Plan settlements
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(71
|
)
|
|
(22
|
)
|
|
(60
|
)
|
|
(19
|
)
|
||||
Actuarial loss
|
|
82
|
|
|
29
|
|
|
19
|
|
|
58
|
|
||||
Effect of foreign currency exchange rate changes
|
|
—
|
|
|
22
|
|
|
—
|
|
|
(29
|
)
|
||||
Benefit obligation as of December 31
|
|
$
|
1,257
|
|
|
$
|
470
|
|
|
$
|
1,188
|
|
|
$
|
411
|
|
CHANGE IN PLAN ASSETS:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets as of January 1
|
|
$
|
1,044
|
|
|
$
|
402
|
|
|
$
|
1,021
|
|
|
$
|
379
|
|
Actual return on plan assets
|
|
141
|
|
|
31
|
|
|
61
|
|
|
59
|
|
||||
Employer contributions
|
|
13
|
|
|
18
|
|
|
22
|
|
|
18
|
|
||||
Employee contributions
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Plan settlements
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(71
|
)
|
|
(22
|
)
|
|
(60
|
)
|
|
(19
|
)
|
||||
Effect of foreign currency exchange rate changes
|
|
—
|
|
|
27
|
|
|
—
|
|
|
(36
|
)
|
||||
Fair value of plan assets as of December 31
|
|
$
|
1,127
|
|
|
$
|
455
|
|
|
$
|
1,044
|
|
|
$
|
402
|
|
RECONCILIATION OF FUNDED STATUS
|
|
|
|
|
|
|
|
|
||||||||
Funded status as of December 31
|
|
$
|
(130
|
)
|
|
$
|
(15
|
)
|
|
$
|
(144
|
)
|
|
$
|
(9
|
)
|
December 31,
|
|
2017
|
|
2016
|
||||||||||||
Amounts Recognized on the Consolidated Balance Sheets
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
60
|
|
Accrued benefit liability—current
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(5
|
)
|
||||
Accrued benefit liability—noncurrent
|
|
(130
|
)
|
|
(78
|
)
|
|
(144
|
)
|
|
(64
|
)
|
||||
Net amount recognized at end of year
|
|
$
|
(130
|
)
|
|
$
|
(15
|
)
|
|
$
|
(144
|
)
|
|
$
|
(9
|
)
|
December 31,
|
2017
|
|
2016
|
||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||
Accumulated Benefit Obligation
|
$
|
1,236
|
|
|
$
|
433
|
|
|
$
|
1,167
|
|
|
$
|
384
|
|
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
1,257
|
|
|
$
|
109
|
|
|
$
|
1,188
|
|
|
$
|
90
|
|
Accumulated benefit obligation
|
1,236
|
|
|
97
|
|
|
1,167
|
|
|
80
|
|
||||
Fair value of plan assets
|
1,127
|
|
|
33
|
|
|
1,044
|
|
|
25
|
|
||||
Information for pension plans with a projected benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
1,257
|
|
|
$
|
238
|
|
|
$
|
1,188
|
|
|
$
|
212
|
|
Fair value of plan assets
|
1,127
|
|
|
154
|
|
|
1,044
|
|
|
142
|
|
December 31,
|
|
2017
|
|
2016
|
|
||||||||
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
||||
Benefit Obligation:
|
Discount rate
|
3.67
|
%
|
|
5.23
|
%
|
|
4.28
|
%
|
|
5.83
|
%
|
|
|
Rate of compensation increase
|
3.34
|
%
|
|
4.65
|
%
|
|
3.34
|
%
|
|
4.86
|
%
|
|
Periodic Benefit Cost:
|
Discount rate
|
4.28
|
%
|
|
5.83
|
%
|
(1)
|
4.44
|
%
|
|
6.10
|
%
|
(1)
|
|
Expected long-term rate of return on plan assets
|
6.67
|
%
|
|
5.30
|
%
|
|
6.67
|
%
|
|
5.09
|
%
|
|
|
Rate of compensation increase
|
3.34
|
%
|
|
4.86
|
%
|
|
3.34
|
%
|
|
4.45
|
%
|
|
(1)
|
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
|
|
$
|
(13
|
)
|
Decrease of 1% in the discount rate
|
|
12
|
|
|
Increase of 1% in the long-term rate of return on plan assets
|
|
(15
|
)
|
|
Decrease of 1% in the long-term rate of return on plan assets
|
|
15
|
|
December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
Components of Net Periodic Benefit Cost:
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||
Service cost
|
|
$
|
13
|
|
|
$
|
10
|
|
|
$
|
13
|
|
|
$
|
9
|
|
|
$
|
16
|
|
|
$
|
10
|
|
Interest cost
|
|
41
|
|
|
23
|
|
|
42
|
|
|
21
|
|
|
48
|
|
|
23
|
|
||||||
Expected return on plan assets
|
|
(69
|
)
|
|
(21
|
)
|
|
(68
|
)
|
|
(19
|
)
|
|
(70
|
)
|
|
(20
|
)
|
||||||
Amortization of prior service cost
|
|
6
|
|
|
—
|
|
|
7
|
|
|
(1
|
)
|
|
7
|
|
|
—
|
|
||||||
Amortization of net loss
|
|
18
|
|
|
2
|
|
|
18
|
|
|
2
|
|
|
20
|
|
|
2
|
|
||||||
Curtailment loss recognized
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total pension cost
|
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
16
|
|
|
$
|
12
|
|
|
$
|
21
|
|
|
$
|
15
|
|
|
|
|
|
|
Percentage of Plan Assets as of December 31,
|
||||||||||
|
Target Allocations
|
|
2017
|
|
2016
|
||||||||||
Asset Category
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||
Equity securities
|
33%
|
|
4%
|
|
31.90
|
%
|
|
4.61
|
%
|
|
50.96
|
%
|
|
18.66
|
%
|
Debt securities
|
65%
|
|
93%
|
|
64.53
|
%
|
|
93.10
|
%
|
|
45.88
|
%
|
|
78.35
|
%
|
Real estate
|
2%
|
|
—%
|
|
3.20
|
%
|
|
0.44
|
%
|
|
3.16
|
%
|
|
0.75
|
%
|
Other
|
—%
|
|
3%
|
|
0.37
|
%
|
|
1.85
|
%
|
|
—
|
%
|
|
2.24
|
%
|
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, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
U.S. Plans
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Equity securities:
|
Mutual funds
|
$
|
359
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
359
|
|
|
$
|
532
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
532
|
|
Debt securities:
|
Government debt securities
|
135
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||||||
|
Mutual funds
(1)
|
593
|
|
|
—
|
|
|
—
|
|
|
593
|
|
|
393
|
|
|
—
|
|
|
—
|
|
|
393
|
|
||||||||
Real estate:
|
Real estate
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||||||
Other:
|
Cash and cash equivalents
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Total plan assets
|
$
|
1,091
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
1,127
|
|
|
$
|
1,011
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
1,044
|
|
(1)
|
Mutual funds categorized as debt securities consist of mutual funds for which debt securities are the primary underlying investment.
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
Foreign Plans
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Equity securities:
|
Mutual funds
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71
|
|
|
Private equity
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||||
Debt securities:
|
Government debt securities
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||||
|
Mutual funds
(1)
|
323
|
|
|
90
|
|
|
—
|
|
|
413
|
|
|
215
|
|
|
90
|
|
|
—
|
|
|
305
|
|
||||||||
Real estate:
|
Real estate
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||||
Other:
|
Participant loans
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||||
|
Other assets
|
1
|
|
|
—
|
|
|
7
|
|
|
8
|
|
|
4
|
|
|
—
|
|
|
3
|
|
|
7
|
|
||||||||
|
Total plan assets
|
$
|
355
|
|
|
$
|
90
|
|
|
$
|
10
|
|
|
$
|
455
|
|
|
$
|
300
|
|
|
$
|
90
|
|
|
$
|
12
|
|
|
$
|
402
|
|
(1)
|
Mutual funds categorized as debt securities consist of mutual funds for which debt securities are the primary underlying investment.
|
(2)
|
Loans to participants are stated at cost, which approximates fair value.
|
|
|
U.S.
|
|
Foreign
|
||||
Expected employer contribution in 2018
|
|
$
|
39
|
|
|
$
|
15
|
|
Expected benefit payments for fiscal year ending:
|
|
|
|
|
||||
2018
|
|
71
|
|
|
23
|
|
||
2019
|
|
73
|
|
|
23
|
|
||
2020
|
|
74
|
|
|
25
|
|
||
2021
|
|
75
|
|
|
26
|
|
||
2022
|
|
76
|
|
|
27
|
|
||
2023 - 2027
|
|
380
|
|
|
170
|
|
|
|
December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss) attributable to The AES Corporation
|
|
$
|
(1,161
|
)
|
|
$
|
(1,130
|
)
|
|
$
|
306
|
|
Transfers from noncontrolling interest:
|
|
|
|
|
|
|
||||||
Net increase in The AES Corporation's paid-in capital for sale of subsidiary shares
|
|
13
|
|
|
84
|
|
|
323
|
|
|||
Additional paid-in-capital, IPALCO shares, transferred to redeemable stock of subsidiaries
(1)
|
|
—
|
|
|
(84
|
)
|
|
(377
|
)
|
|||
Increase (decrease) in The AES Corporation's paid-in-capital for purchase of subsidiary shares
|
|
240
|
|
|
(2
|
)
|
|
—
|
|
|||
Net transfers (to) from noncontrolling interest
|
|
253
|
|
|
(2
|
)
|
|
(54
|
)
|
|||
Change from net income (loss) attributable to The AES Corporation and transfers (to) from noncontrolling interests
|
|
$
|
(908
|
)
|
|
$
|
(1,132
|
)
|
|
$
|
252
|
|
(1)
|
See Note
17
—
Redeemable stock of subsidiaries
for further information on increase in paid-in-capital transferred to redeemable stock of subsidiaries.
|
|
Foreign currency translation adjustment, net
|
|
Unrealized derivative losses, net
|
|
Unfunded pension obligations, net
|
|
Total
|
||||||||
Balance at December 31,2015
|
$
|
(3,256
|
)
|
|
$
|
(353
|
)
|
|
$
|
(274
|
)
|
|
$
|
(3,883
|
)
|
Other comprehensive income (loss) before reclassifications
|
117
|
|
|
2
|
|
|
(13
|
)
|
|
106
|
|
||||
Amount reclassified to earnings
|
992
|
|
|
28
|
|
|
1
|
|
|
1,021
|
|
||||
Other comprehensive income (loss)
|
$
|
1,109
|
|
|
$
|
30
|
|
|
$
|
(12
|
)
|
|
$
|
1,127
|
|
Balance at December 31, 2016
|
$
|
(2,147
|
)
|
|
$
|
(323
|
)
|
|
$
|
(286
|
)
|
|
$
|
(2,756
|
)
|
Other comprehensive loss before reclassifications
|
$
|
18
|
|
|
$
|
(14
|
)
|
|
$
|
(19
|
)
|
|
$
|
(15
|
)
|
Amount reclassified to earnings
|
643
|
|
|
37
|
|
|
248
|
|
|
928
|
|
||||
Other comprehensive income
|
$
|
661
|
|
|
$
|
23
|
|
|
$
|
229
|
|
|
$
|
913
|
|
Reclassification from NCI due to Alto Maipo Restructuring
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
||||
Balance at December 31, 2017
|
$
|
(1,486
|
)
|
|
$
|
(333
|
)
|
|
$
|
(57
|
)
|
|
$
|
(1,876
|
)
|
Details About
|
|
|
|
December 31,
|
||||||||||
AOCL Components
|
|
Affected Line Item in the Consolidated Statements of Operations
|
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign currency translation adjustments, net
|
|
|
|
|
||||||||||
|
|
Gain (loss) on disposal and sale of businesses
|
|
$
|
(188
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Net loss from disposal and impairments of discontinued operations
|
|
(455
|
)
|
|
(992
|
)
|
|
—
|
|
|||
|
|
Net income (loss) attributable to The AES Corporation
|
|
$
|
(643
|
)
|
|
$
|
(992
|
)
|
|
$
|
—
|
|
Unrealized derivative gains (losses), net
|
|
|
|
|
||||||||||
|
|
Non-regulated revenue
|
|
$
|
25
|
|
|
$
|
111
|
|
|
$
|
43
|
|
|
|
Non-regulated cost of sales
|
|
(12
|
)
|
|
(57
|
)
|
|
(14
|
)
|
|||
|
|
Interest expense
|
|
(79
|
)
|
|
(107
|
)
|
|
(112
|
)
|
|||
|
|
Gain (loss) on disposal and sale of businesses
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
|
|
Foreign currency transaction gains
|
|
15
|
|
|
8
|
|
|
12
|
|
|||
|
|
Income from continuing operations before taxes and equity in earnings of affiliates
|
|
(51
|
)
|
|
(45
|
)
|
|
(75
|
)
|
|||
|
|
Income tax expense
|
|
1
|
|
|
8
|
|
|
11
|
|
|||
|
|
Net equity in earnings of affiliates
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
|
|
Income (loss) from continuing operations
|
|
(50
|
)
|
|
(37
|
)
|
|
(66
|
)
|
|||
|
|
Less: (Income) from continuing operations attributable to noncontrolling interests
|
|
13
|
|
|
9
|
|
|
18
|
|
|||
|
|
Net income (loss) attributable to The AES Corporation
|
|
$
|
(37
|
)
|
|
$
|
(28
|
)
|
|
$
|
(48
|
)
|
Amortization of defined benefit pension actuarial losses, net
|
|
|
|
|
||||||||||
|
|
Non-regulated cost of sales
|
|
1
|
|
|
—
|
|
|
2
|
|
|||
|
|
General and administrative expenses
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
|
|
Other expense
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
|
|
Income from continuing operations before taxes and equity in earnings of affiliates
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
|
|
Income tax expense
|
|
—
|
|
|
3
|
|
|
9
|
|
|||
|
|
Income from continuing operations
|
|
—
|
|
|
1
|
|
|
9
|
|
|||
|
|
Net loss from disposal and impairments of discontinued operations
|
|
(266
|
)
|
|
(11
|
)
|
|
(25
|
)
|
|||
|
|
Net income (loss)
|
|
(266
|
)
|
|
(10
|
)
|
|
(16
|
)
|
|||
|
|
Less: (Income) from continuing operations attributable to noncontrolling interests
|
|
—
|
|
|
9
|
|
|
14
|
|
|||
|
|
Add: Loss from discontinued operations attributable to noncontrolling interests
|
|
18
|
|
|
—
|
|
|
—
|
|
|||
|
|
Net income (loss) attributable to The AES Corporation
|
|
$
|
(248
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
Total reclassifications for the period, net of income tax and noncontrolling interests
|
|
$
|
(928
|
)
|
|
$
|
(1,021
|
)
|
|
$
|
(50
|
)
|
|
Total Revenue
|
||||||||||
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
||||||
US SBU
|
$
|
3,229
|
|
|
$
|
3,429
|
|
|
$
|
3,593
|
|
Andes SBU
|
2,710
|
|
|
2,506
|
|
|
2,489
|
|
|||
Brazil SBU
|
542
|
|
|
450
|
|
|
962
|
|
|||
MCAC SBU
|
2,448
|
|
|
2,172
|
|
|
2,353
|
|
|||
Eurasia SBU
|
1,590
|
|
|
1,670
|
|
|
1,875
|
|
|||
Corporate and Other
|
35
|
|
|
77
|
|
|
31
|
|
|||
Eliminations
|
(24
|
)
|
|
(23
|
)
|
|
(43
|
)
|
|||
Total Revenue
|
$
|
10,530
|
|
|
$
|
10,281
|
|
|
$
|
11,260
|
|
Reconciliation from Income from Continuing Operations before Taxes and Equity in Earnings of Affiliates:
|
Total Adjusted PTC
|
||||||||||
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
||||||
Income from continuing operations before taxes and equity in earnings of affiliates
|
$
|
771
|
|
|
$
|
187
|
|
|
$
|
989
|
|
Add: Net equity earnings in affiliates
|
71
|
|
|
36
|
|
|
105
|
|
|||
Less: Income from continuing operations before taxes, attributable to noncontrolling interests
|
(521
|
)
|
|
(354
|
)
|
|
(513
|
)
|
|||
Pre-tax contribution
|
321
|
|
|
(131
|
)
|
|
581
|
|
|||
Unrealized derivative gains
|
(3
|
)
|
|
(9
|
)
|
|
(166
|
)
|
|||
Unrealized foreign currency (gains) losses
|
(59
|
)
|
|
22
|
|
|
95
|
|
|||
Disposition/acquisition (gains) losses
|
123
|
|
|
6
|
|
|
(42
|
)
|
|||
Impairment losses
|
542
|
|
|
933
|
|
|
504
|
|
|||
Loss on extinguishment of debt
|
62
|
|
|
29
|
|
|
179
|
|
|||
Restructuring costs
(1)
|
31
|
|
|
—
|
|
|
—
|
|
|||
Total Adjusted PTC
|
$
|
1,017
|
|
|
$
|
850
|
|
|
$
|
1,151
|
|
(1)
|
One-time restructuring charges consisting of severance costs related to workforce reductions.
|
|
Total Adjusted PTC
|
||||||||||
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
||||||
US SBU
|
$
|
361
|
|
|
$
|
347
|
|
|
$
|
360
|
|
Andes SBU
|
386
|
|
|
390
|
|
|
482
|
|
|||
Brazil SBU
|
60
|
|
|
38
|
|
|
92
|
|
|||
MCAC SBU
|
340
|
|
|
267
|
|
|
327
|
|
|||
Eurasia SBU
|
290
|
|
|
283
|
|
|
331
|
|
|||
Corporate and Other
|
(420
|
)
|
|
(475
|
)
|
|
(441
|
)
|
|||
Total Adjusted PTC
|
$
|
1,017
|
|
|
$
|
850
|
|
|
$
|
1,151
|
|
|
Total Assets
|
|
Depreciation and Amortization
|
|
Capital Expenditures
|
||||||||||||||||||||||||||||||
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
US SBU
|
$
|
9,852
|
|
|
$
|
9,333
|
|
|
$
|
9,800
|
|
|
$
|
437
|
|
|
$
|
471
|
|
|
$
|
443
|
|
|
$
|
858
|
|
|
$
|
809
|
|
|
$
|
861
|
|
Andes SBU
|
8,840
|
|
|
8,971
|
|
|
8,594
|
|
|
250
|
|
|
218
|
|
|
175
|
|
|
443
|
|
|
538
|
|
|
949
|
|
|||||||||
Brazil SBU
|
2,034
|
|
|
1,516
|
|
|
1,179
|
|
|
51
|
|
|
33
|
|
|
39
|
|
|
34
|
|
|
31
|
|
|
47
|
|
|||||||||
MCAC SBU
|
5,532
|
|
|
5,162
|
|
|
4,820
|
|
|
172
|
|
|
165
|
|
|
155
|
|
|
482
|
|
|
480
|
|
|
201
|
|
|||||||||
Eurasia SBU
|
4,557
|
|
|
5,777
|
|
|
6,200
|
|
|
127
|
|
|
149
|
|
|
166
|
|
|
211
|
|
|
279
|
|
|
131
|
|
|||||||||
Assets of discontinued operations and held-for-sale businesses
|
2,034
|
|
|
4,936
|
|
|
5,411
|
|
|
123
|
|
|
128
|
|
|
146
|
|
|
315
|
|
|
303
|
|
|
252
|
|
|||||||||
Corporate and Other
|
263
|
|
|
429
|
|
|
541
|
|
|
9
|
|
|
12
|
|
|
20
|
|
|
13
|
|
|
18
|
|
|
17
|
|
|||||||||
Total
|
$
|
33,112
|
|
|
$
|
36,124
|
|
|
$
|
36,545
|
|
|
$
|
1,169
|
|
|
$
|
1,176
|
|
|
$
|
1,144
|
|
|
$
|
2,356
|
|
|
$
|
2,458
|
|
|
$
|
2,458
|
|
|
Interest Income
|
|
Interest Expense
|
||||||||||||||||||||
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
US SBU
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
258
|
|
|
$
|
236
|
|
|
$
|
262
|
|
Andes SBU
|
50
|
|
|
57
|
|
|
77
|
|
|
205
|
|
|
178
|
|
|
154
|
|
||||||
Brazil SBU
|
45
|
|
|
38
|
|
|
31
|
|
|
92
|
|
|
69
|
|
|
58
|
|
||||||
MCAC SBU
|
18
|
|
|
11
|
|
|
30
|
|
|
168
|
|
|
163
|
|
|
179
|
|
||||||
Eurasia SBU
|
130
|
|
|
139
|
|
|
116
|
|
|
167
|
|
|
179
|
|
|
158
|
|
||||||
Corporate and Other
|
1
|
|
|
—
|
|
|
2
|
|
|
280
|
|
|
309
|
|
|
334
|
|
||||||
Total
|
$
|
244
|
|
|
$
|
245
|
|
|
$
|
256
|
|
|
$
|
1,170
|
|
|
$
|
1,134
|
|
|
$
|
1,145
|
|
|
Investments in and Advances to Affiliates
|
|
Net Equity in Earnings of Affiliates
|
||||||||||||||||||||
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
US SBU
|
$
|
527
|
|
|
$
|
23
|
|
|
$
|
1
|
|
|
$
|
41
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Andes SBU
|
358
|
|
|
363
|
|
|
345
|
|
|
28
|
|
|
15
|
|
|
83
|
|
||||||
MCAC SBU
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
||||||
Eurasia SBU
|
307
|
|
|
236
|
|
|
248
|
|
|
9
|
|
|
13
|
|
|
18
|
|
||||||
Corporate and Other
|
2
|
|
|
—
|
|
|
16
|
|
|
(3
|
)
|
|
1
|
|
|
4
|
|
||||||
Total
|
$
|
1,197
|
|
|
$
|
621
|
|
|
$
|
610
|
|
|
$
|
71
|
|
|
$
|
36
|
|
|
$
|
105
|
|
|
Total Revenue
|
|
Property, Plant & Equipment, net
|
||||||||||||||||
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
||||||||||
United States
|
$
|
3,240
|
|
|
$
|
3,489
|
|
|
$
|
3,597
|
|
|
$
|
7,403
|
|
|
$
|
7,397
|
|
Non-U.S.:
|
|
|
|
|
|
|
|
|
|
||||||||||
Chile
|
1,944
|
|
|
1,707
|
|
|
1,523
|
|
|
5,066
|
|
|
4,995
|
|
|||||
Dominican Republic
|
826
|
|
|
614
|
|
|
632
|
|
|
935
|
|
|
914
|
|
|||||
El Salvador
|
686
|
|
|
601
|
|
|
736
|
|
|
340
|
|
|
327
|
|
|||||
Brazil
|
541
|
|
|
450
|
|
|
962
|
|
|
1,286
|
|
|
789
|
|
|||||
Philippines
|
449
|
|
|
401
|
|
|
406
|
|
|
—
|
|
|
866
|
|
|||||
Argentina
|
435
|
|
|
359
|
|
|
399
|
|
|
223
|
|
|
195
|
|
|||||
Bulgaria
|
367
|
|
|
334
|
|
|
382
|
|
|
1,290
|
|
|
1,174
|
|
|||||
Mexico
|
352
|
|
|
342
|
|
|
383
|
|
|
687
|
|
|
699
|
|
|||||
Panama
|
338
|
|
|
312
|
|
|
297
|
|
|
1,615
|
|
|
1,233
|
|
|||||
Colombia
|
332
|
|
|
437
|
|
|
557
|
|
|
332
|
|
|
451
|
|
|||||
United Kingdom
|
328
|
|
|
337
|
|
|
396
|
|
|
108
|
|
|
151
|
|
|||||
Vietnam
(1)
|
278
|
|
|
340
|
|
|
233
|
|
|
2
|
|
|
1
|
|
|||||
Puerto Rico
|
247
|
|
|
301
|
|
|
302
|
|
|
565
|
|
|
583
|
|
|||||
Jordan
|
95
|
|
|
136
|
|
|
248
|
|
|
431
|
|
|
452
|
|
|||||
Kazakhstan
|
67
|
|
|
103
|
|
|
155
|
|
|
—
|
|
|
178
|
|
|||||
Other Non-U.S.
|
5
|
|
|
18
|
|
|
52
|
|
|
13
|
|
|
10
|
|
|||||
Total Non-U.S.
|
7,290
|
|
|
6,792
|
|
|
7,663
|
|
|
12,893
|
|
|
13,018
|
|
|||||
Total
|
$
|
10,530
|
|
|
$
|
10,281
|
|
|
$
|
11,260
|
|
|
$
|
20,296
|
|
|
$
|
20,415
|
|
(1)
|
The Mong Duong II power project is accounted for as a service concession arrangement. Costs of construction of the plant have been deferred in
Service concession assets
on the Consolidated Balance Sheets.
|
December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
RSU expense before income tax
|
|
$
|
17
|
|
|
$
|
14
|
|
|
$
|
13
|
|
Tax benefit
|
|
(4
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
RSU expense, net of tax
|
|
$
|
13
|
|
|
$
|
10
|
|
|
$
|
10
|
|
Total value of RSUs converted
(1)
|
|
$
|
10
|
|
|
$
|
7
|
|
|
$
|
16
|
|
Total fair value of RSUs vested
|
|
$
|
15
|
|
|
$
|
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
|
|||
Non-vested at December 31, 2016
|
|
3,037
|
|
|
$
|
10.70
|
|
|
|
Vested
|
|
(1,337
|
)
|
|
11.37
|
|
|
|
|
Forfeited and expired
|
|
(280
|
)
|
|
10.94
|
|
|
|
|
Granted
|
|
1,546
|
|
|
11.93
|
|
|
|
|
Non-vested at December 31, 2017
|
|
2,966
|
|
|
$
|
11.02
|
|
|
1.4
|
Vested and expected to vest at December 31, 2017
|
|
2,711
|
|
|
$
|
11.01
|
|
|
|
Year Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|||
RSUs vested during the year
|
|
1,337
|
|
|
1,063
|
|
|
954
|
|
RSUs converted during the year, net of shares withheld for taxes
|
|
865
|
|
|
705
|
|
|
1,238
|
|
Shares withheld for taxes
|
|
472
|
|
|
358
|
|
|
549
|
|
December 31,
|
2017
|
|
2016
|
||||
Balance at the beginning of the period
|
$
|
782
|
|
|
$
|
538
|
|
Sale of redeemable stock of subsidiaries
|
—
|
|
|
134
|
|
||
Contributions from holders of redeemable stock of subsidiaries
|
50
|
|
|
130
|
|
||
Net loss attributable to redeemable stock of subsidiaries
|
(14
|
)
|
|
(11
|
)
|
||
Fair value adjustment
(1)
|
25
|
|
|
4
|
|
||
Other comprehensive income (loss) attributable to redeemable stock of subsidiaries
|
(2
|
)
|
|
6
|
|
||
Acquisition and reclassification of stock of subsidiaries
|
(4
|
)
|
|
(19
|
)
|
||
Balance at the end of the period
|
$
|
837
|
|
|
$
|
782
|
|
(1)
|
$5 million
increase in fair value of DP&L preferred shares offset by
$1 million
decrease in fair value of Colon common stock in 2016.
|
December 31,
|
2017
|
|
2016
|
||||
IPALCO common stock
|
$
|
618
|
|
|
$
|
618
|
|
Colon quotas
(1)
|
159
|
|
|
100
|
|
||
IPL preferred stock
|
60
|
|
|
60
|
|
||
Other common stock
|
—
|
|
|
4
|
|
||
Total redeemable stock of subsidiaries
|
$
|
837
|
|
|
$
|
782
|
|
(1)
|
Characteristics of quotas are similar to common stock.
|
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
||||||
Legal settlements
(1)
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Allowance for funds used during construction (US Utilities)
|
26
|
|
|
29
|
|
|
17
|
|
|||
Gain on sale of assets
|
1
|
|
|
4
|
|
|
17
|
|
|||
Contract termination
|
—
|
|
|
—
|
|
|
20
|
|
|||
Other
|
33
|
|
|
31
|
|
|
30
|
|
|||
Total other income
|
$
|
120
|
|
|
$
|
64
|
|
|
$
|
84
|
|
(1)
|
In December 2016, the Company and YPF entered into a settlement in which all parties agreed to give up any and all legal action related to gas supply contracts that were terminated in 2008 and have been in dispute since 2009. In January 2017, the YPF board approved the agreement and paid the Company $60 million, thereby resolving all uncertainties around the dispute.
|
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
||||||
Allowance for other receivables
(1)
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
Loss on sale and disposal of assets
|
28
|
|
|
12
|
|
|
—
|
|
|||
Water rights write-off
|
19
|
|
|
6
|
|
|
10
|
|
|||
Other
|
10
|
|
|
9
|
|
|
14
|
|
|||
Total other expense
|
$
|
57
|
|
|
$
|
79
|
|
|
$
|
24
|
|
(1)
|
During the fourth quarter of 2016, we recognized a full allowance on a non-trade receivable in the MCAC SBU as a result of payment delays and discussions with the counterparty. The allowance relates to certain reimbursements the Company was expecting in connection with a legal matter. Management believes the counterparty is obligated to pay and plans to continue to attempt to fully collect the non-trade receivable.
|
Year ended December 31, (in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
DPL
|
|
$
|
175
|
|
|
$
|
859
|
|
|
$
|
—
|
|
Laurel Mountain
|
|
121
|
|
|
—
|
|
|
—
|
|
|||
Kazakhstan Hydroelectric
|
|
92
|
|
|
—
|
|
|
—
|
|
|||
Kazakhstan CHPs
|
|
94
|
|
|
—
|
|
|
—
|
|
|||
Kilroot
|
|
37
|
|
|
—
|
|
|
121
|
|
|||
Buffalo Gap II
|
|
—
|
|
|
159
|
|
|
—
|
|
|||
Buffalo Gap I
|
|
—
|
|
|
77
|
|
|
—
|
|
|||
Buffalo Gap III
|
|
—
|
|
|
—
|
|
|
116
|
|
|||
U.K. Wind
|
|
—
|
|
|
—
|
|
|
37
|
|
|||
Other
|
|
18
|
|
|
1
|
|
|
11
|
|
|||
Total
|
|
$
|
537
|
|
|
$
|
1,096
|
|
|
$
|
285
|
|
December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Federal:
|
Current
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
9
|
|
|
Deferred
|
545
|
|
|
(361
|
)
|
|
(63
|
)
|
|||
State:
|
Current
|
—
|
|
|
1
|
|
|
1
|
|
|||
|
Deferred
|
1
|
|
|
(4
|
)
|
|
(5
|
)
|
|||
Foreign:
|
Current
|
335
|
|
|
318
|
|
|
470
|
|
|||
|
Deferred
|
109
|
|
|
76
|
|
|
—
|
|
|||
Total
|
|
$
|
990
|
|
|
$
|
32
|
|
|
$
|
412
|
|
December 31,
|
|
2017
|
|
2016
|
|
2015
|
|||
Statutory Federal tax rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State taxes, net of Federal tax benefit
|
|
(7
|
)%
|
|
(18
|
)%
|
|
(6
|
)%
|
Taxes on foreign earnings
|
|
—
|
%
|
|
(46
|
)%
|
|
5
|
%
|
Valuation allowance
|
|
10
|
%
|
|
10
|
%
|
|
(5
|
)%
|
Uncertain tax positions
|
|
—
|
%
|
|
4
|
%
|
|
(1
|
)%
|
Noncontrolling Interest on Buffalo Gap impairments
|
|
—
|
%
|
|
31
|
%
|
|
3
|
%
|
Change in tax law
|
|
90
|
%
|
|
12
|
%
|
|
—
|
%
|
Goodwill impairment
|
|
—
|
%
|
|
—
|
%
|
|
11
|
%
|
Other—net
|
|
—
|
%
|
|
(11
|
)%
|
|
—
|
%
|
Effective tax rate
|
|
128
|
%
|
|
17
|
%
|
|
42
|
%
|
December 31,
|
|
2017
|
|
2016
|
||||
Income taxes receivable—current
|
|
$
|
147
|
|
|
$
|
136
|
|
Total income taxes receivable
|
|
$
|
147
|
|
|
$
|
136
|
|
Income taxes payable—current
|
|
$
|
129
|
|
|
$
|
149
|
|
Income taxes payable—noncurrent
|
|
17
|
|
|
22
|
|
||
Total income taxes payable
|
|
$
|
146
|
|
|
$
|
171
|
|
December 31,
|
|
2017
|
|
2016
|
||||
Differences between book and tax basis of property
|
|
$
|
(1,424
|
)
|
|
$
|
(1,926
|
)
|
Other taxable temporary differences
|
|
(143
|
)
|
|
(335
|
)
|
||
Total deferred tax liability
|
|
(1,567
|
)
|
|
(2,261
|
)
|
||
Operating loss carryforwards
|
|
1,439
|
|
|
2,088
|
|
||
Capital loss carryforwards
|
|
63
|
|
|
59
|
|
||
Bad debt and other book provisions
|
|
66
|
|
|
96
|
|
||
Tax credit carryforwards
|
|
51
|
|
|
54
|
|
||
Other deductible temporary differences
|
|
60
|
|
|
263
|
|
||
Total gross deferred tax asset
|
|
1,679
|
|
|
2,560
|
|
||
Less: valuation allowance
|
|
(988
|
)
|
|
(876
|
)
|
||
Total net deferred tax asset
|
|
691
|
|
|
1,684
|
|
||
Net deferred tax (liability)
|
|
$
|
(876
|
)
|
|
$
|
(577
|
)
|
December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
U.S.
|
|
$
|
(511
|
)
|
|
$
|
(1,305
|
)
|
|
$
|
(612
|
)
|
Non-U.S.
|
|
1,282
|
|
|
1,492
|
|
|
1,601
|
|
|||
Total
|
|
$
|
771
|
|
|
$
|
187
|
|
|
$
|
989
|
|
December 31,
|
|
2017
|
|
2016
|
||||
Interest related
|
|
$
|
7
|
|
|
$
|
6
|
|
Penalties related
|
|
—
|
|
|
—
|
|
December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total expense (benefit) for interest related to unrecognized tax benefits
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
Total expense for penalties related to unrecognized tax benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
Jurisdiction
|
|
Tax Years Subject to Examination
|
Argentina
|
|
2011-2017
|
Brazil
|
|
2012-2017
|
Chile
|
|
2014-2017
|
Colombia
|
|
2015-2017
|
Dominican Republic
|
|
2015-2017
|
El Salvador
|
|
2014-2017
|
Netherlands
|
|
2014-2017
|
Philippines
|
|
2013-2017
|
United Kingdom
|
|
2012-2017
|
United States (Federal)
|
|
2014-2017
|
December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1
|
|
$
|
352
|
|
|
$
|
364
|
|
|
$
|
384
|
|
Additions for current year tax positions
|
|
—
|
|
|
2
|
|
|
2
|
|
|||
Additions for tax positions of prior years
|
|
2
|
|
|
1
|
|
|
12
|
|
|||
Reductions for tax positions of prior years
|
|
(5
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|||
Effects of foreign currency translation
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Settlements
|
|
—
|
|
|
(13
|
)
|
|
(17
|
)
|
|||
Lapse of statute of limitations
|
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|||
Balance at December 31
|
|
$
|
348
|
|
|
$
|
352
|
|
|
$
|
364
|
|
(in millions)
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets of discontinued operations and held-for-sale businesses:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
61
|
|
Short-term investments
|
—
|
|
|
268
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $0 and $94, respectively
|
—
|
|
|
745
|
|
||
Other current assets
|
—
|
|
|
499
|
|
||
Property, plant and equipment and intangibles, net
|
—
|
|
|
2,504
|
|
||
Investments in and advances to affiliates
(1)
|
86
|
|
|
—
|
|
||
Deferred income taxes
|
—
|
|
|
554
|
|
||
Other classes of assets that are not major
|
—
|
|
|
305
|
|
||
Total assets of discontinued operations
|
$
|
86
|
|
|
$
|
4,936
|
|
Other assets of businesses classified as held-for-sale
(2)
|
1,948
|
|
|
—
|
|
||
Total assets of discontinued operations and held-for-sale businesses
(3)
|
$
|
2,034
|
|
|
$
|
4,936
|
|
Liabilities of discontinued operations and held-for-sale businesses:
|
|
|
|
||||
Accounts payable
|
$
|
—
|
|
|
$
|
418
|
|
Accrued and other liabilities
|
—
|
|
|
954
|
|
||
Non-recourse debt
|
—
|
|
|
1,009
|
|
||
Pension and other postretirement liabilities
|
—
|
|
|
1,159
|
|
||
Other noncurrent liabilities
|
—
|
|
|
678
|
|
||
Other classes of liabilities that are not major
|
—
|
|
|
31
|
|
||
Total liabilities of discontinued operations
|
$
|
—
|
|
|
$
|
4,249
|
|
Other liabilities of businesses classified as held-for-sale
(2)
|
1,033
|
|
|
—
|
|
||
Total liabilities of discontinued operations and held-for-sale businesses
(3)
|
$
|
1,033
|
|
|
$
|
4,249
|
|
(1)
|
Represents the Company's
17%
ownership interest in Eletropaulo.
|
(2)
|
Masinloc, Eletrica Santiago, and the DPL peaker assets were classified as held-for-sale as of
December 31, 2017
. See Note
22
—
Held-for-Sale Businesses and Dispositions
for further information.
|
(3)
|
Amounts at
December 31, 2016
are classified as both current and long-term on the Consolidated Balance Sheet.
|
December 31,
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) from discontinued operations, net of tax:
|
|
|
|
|
|
||||||
Revenue
—
regulated
|
$
|
3,320
|
|
|
$
|
4,036
|
|
|
$
|
4,430
|
|
Cost of sales
|
(3,151
|
)
|
|
(3,954
|
)
|
|
(4,227
|
)
|
|||
Other income and expense items that are not major
(1)
|
(166
|
)
|
|
(160
|
)
|
|
(70
|
)
|
|||
Income (loss) from operations of discontinued businesses
|
3
|
|
|
(78
|
)
|
|
133
|
|
|||
Loss from disposal and impairments of discontinued businesses
|
(611
|
)
|
|
(1,385
|
)
|
|
—
|
|
|||
Income (loss) from discontinued operations
|
(608
|
)
|
|
(1,463
|
)
|
|
133
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(25
|
)
|
|
(142
|
)
|
|
(92
|
)
|
|||
Income (loss) from discontinued operations attributable to The AES Corporation
|
(633
|
)
|
|
(1,605
|
)
|
|
41
|
|
|||
Income tax benefit (expense)
|
(21
|
)
|
|
495
|
|
|
(53
|
)
|
|||
Loss from discontinued operations, net of tax
|
$
|
(654
|
)
|
|
$
|
(1,110
|
)
|
|
$
|
(12
|
)
|
(1)
|
Includes a loss contingency recognized by our equity method investment in discontinued operations.
|
December 31,
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows provided by (used in) operating activities of discontinued operations
|
$
|
164
|
|
|
$
|
529
|
|
|
$
|
(125
|
)
|
Cash flows used in investing activities of discontinued operations
|
(288
|
)
|
|
(368
|
)
|
|
(65
|
)
|
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
||||||
Masinloc
|
$
|
103
|
|
|
$
|
103
|
|
|
$
|
99
|
|
Electrica Santiago
|
9
|
|
|
11
|
|
|
10
|
|
|||
DPL Peaker Assets
|
17
|
|
|
20
|
|
|
24
|
|
|||
Total
|
$
|
129
|
|
|
$
|
134
|
|
|
$
|
133
|
|
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
||||||
Zimmer and Miami Fort
|
$
|
26
|
|
|
$
|
(14
|
)
|
|
$
|
6
|
|
Kazakhstan Hydroelectric
|
33
|
|
|
34
|
|
|
52
|
|
|||
Kazakhstan CHPs
|
13
|
|
|
12
|
|
|
16
|
|
|||
DPLER
|
—
|
|
|
—
|
|
|
11
|
|
|||
Armenia Mountain
|
—
|
|
|
—
|
|
|
6
|
|
|||
Total
|
$
|
72
|
|
|
$
|
32
|
|
|
$
|
91
|
|
Year Ended December 31,
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||||
|
Loss
|
|
Shares
|
|
$ per Share
|
|
Loss
|
|
Shares
|
|
$ per Share
|
|
Income
|
|
Shares
|
|
$ per Share
|
|||||||||||||||
BASIC EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income (loss) from continuing operations attributable to The AES Corporation common stockholders
(1)
|
$
|
(507
|
)
|
|
660
|
|
|
$
|
(0.77
|
)
|
|
$
|
(25
|
)
|
|
660
|
|
|
$
|
(0.04
|
)
|
|
$
|
318
|
|
|
687
|
|
|
$
|
0.46
|
|
EFFECT OF DILUTIVE SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
DILUTED EARNINGS PER SHARE
|
$
|
(507
|
)
|
|
660
|
|
|
$
|
(0.77
|
)
|
|
$
|
(25
|
)
|
|
660
|
|
|
$
|
(0.04
|
)
|
|
$
|
318
|
|
|
689
|
|
|
$
|
0.46
|
|
(1)
|
Loss from continuing operations, net of tax, of
$20 million
less the
$5 million
adjustment to retained earnings to record the DP&L redeemable preferred stock at its redemption value as of
December 31, 2016
.
|
•
|
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,
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue—Non-Regulated
|
$
|
1,297
|
|
|
$
|
1,100
|
|
|
$
|
1,099
|
|
Cost of Sales—Non-Regulated
|
220
|
|
|
210
|
|
|
330
|
|
|||
Interest income
|
8
|
|
|
4
|
|
|
25
|
|
|||
Interest expense
|
36
|
|
|
39
|
|
|
33
|
|
December 31,
|
2017
|
|
2016
|
||||
Receivables from related parties
|
$
|
250
|
|
|
$
|
218
|
|
Accounts and notes payable to related parties
|
727
|
|
|
892
|
|
Quarter Ended 2017
|
Mar 31
|
|
June 30
|
|
Sept 30
|
|
Dec 31
|
||||||||
Revenue
|
$
|
2,581
|
|
|
$
|
2,613
|
|
|
$
|
2,693
|
|
|
$
|
2,643
|
|
Operating margin
|
554
|
|
|
625
|
|
|
642
|
|
|
643
|
|
||||
Income (loss) from continuing operations, net of tax
(1)
|
97
|
|
|
141
|
|
|
236
|
|
|
(622
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
1
|
|
|
9
|
|
|
25
|
|
|
(664
|
)
|
||||
Net income (loss)
|
$
|
98
|
|
|
$
|
150
|
|
|
$
|
261
|
|
|
$
|
(1,286
|
)
|
Net income (loss) attributable to The AES Corporation
|
$
|
(24
|
)
|
|
$
|
53
|
|
|
$
|
152
|
|
|
$
|
(1,342
|
)
|
Basic income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to The AES Corporation common stockholders, net
of tax
|
$
|
0.04
|
|
|
$
|
0.08
|
|
|
$
|
0.22
|
|
|
$
|
(1.03
|
)
|
Income (loss) from discontinued operations attributable to The AES Corporation common stockholders, net of tax
|
—
|
|
|
—
|
|
|
0.01
|
|
|
(1.00
|
)
|
||||
Basic income (loss) per share attributable to The AES Corporation
|
$
|
0.04
|
|
|
$
|
0.08
|
|
|
$
|
0.23
|
|
|
$
|
(2.03
|
)
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to The AES Corporation common stockholders, net
of tax
|
$
|
0.04
|
|
|
$
|
0.08
|
|
|
$
|
0.22
|
|
|
$
|
(1.03
|
)
|
Loss from discontinued operations attributable to The AES Corporation common stockholders, net of tax
|
—
|
|
|
—
|
|
|
0.01
|
|
|
(1.00
|
)
|
||||
Diluted income (loss) per share attributable to The AES Corporation
|
$
|
0.04
|
|
|
$
|
0.08
|
|
|
$
|
0.23
|
|
|
$
|
(2.03
|
)
|
Dividends declared per common share
|
$
|
0.12
|
|
|
$
|
—
|
|
|
$
|
0.12
|
|
|
$
|
0.25
|
|
Quarter Ended 2016
|
Mar 31
|
|
June 30
|
|
Sept 30
|
|
Dec 31
|
||||||||
Revenue
|
$
|
2,530
|
|
|
$
|
2,452
|
|
|
$
|
2,639
|
|
|
$
|
2,660
|
|
Operating margin
|
501
|
|
|
556
|
|
|
691
|
|
|
632
|
|
||||
Income (loss) from continuing operations, net of tax
(2)
|
87
|
|
|
2
|
|
|
238
|
|
|
(136
|
)
|
||||
Loss from discontinued operations, net of tax
|
(13
|
)
|
|
(389
|
)
|
|
(9
|
)
|
|
(557
|
)
|
||||
Net income (loss)
|
$
|
74
|
|
|
$
|
(387
|
)
|
|
$
|
229
|
|
|
$
|
(693
|
)
|
Net income (loss) attributable to The AES Corporation
|
$
|
126
|
|
|
$
|
(482
|
)
|
|
$
|
175
|
|
|
$
|
(949
|
)
|
Basic income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to The AES Corporation common stockholders, net
of tax
|
$
|
0.21
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.26
|
|
|
$
|
(0.35
|
)
|
Loss from discontinued operations attributable to The AES Corporation common stockholders, net of tax
|
(0.02
|
)
|
|
(0.58
|
)
|
|
—
|
|
|
(1.09
|
)
|
||||
Basic income (loss) per share attributable to The AES Corporation
|
$
|
0.19
|
|
|
$
|
(0.73
|
)
|
|
$
|
0.26
|
|
|
$
|
(1.44
|
)
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to The AES Corporation common stockholders, net
of tax
|
$
|
0.20
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.26
|
|
|
$
|
(0.35
|
)
|
Loss from discontinued operations attributable to The AES Corporation common stockholders, net of tax
|
(0.01
|
)
|
|
(0.58
|
)
|
|
—
|
|
|
(1.09
|
)
|
||||
Diluted income (loss) per share attributable to The AES Corporation
|
$
|
0.19
|
|
|
$
|
(0.73
|
)
|
|
$
|
0.26
|
|
|
$
|
(1.44
|
)
|
Dividends declared per common share
|
$
|
0.11
|
|
|
$
|
—
|
|
|
$
|
0.11
|
|
|
$
|
0.23
|
|
(1)
|
Includes pre-tax impairment expense of
$168 million
,
$90 million
,
$2 million
and
$277 million
, for the first, second, third and fourth quarters of
2017
, respectively. See Note
19
—
Asset Impairment Expense
for further discussion.
|
(2)
|
Includes pre-tax impairment expense of
$159 million
,
$235 million
,
$79 million
and
$623 million
, for the first, second, third and fourth quarters of
2016
, respectively. See
Note
19
—
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.
|
•
|
information regarding the directors required by this item found under the heading
Board of Directors
;
|
•
|
information regarding AES' Code of Ethics found under the heading
Additional Governance Matters - 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
Additional Governance Matters - Other Governance Information - Section 16(a) Beneficial Ownership Reporting Compliance
; and
|
•
|
information regarding AES' Financial Audit Committee found under the heading
Board and Committee Governance Matters - Financial Audit Committee (the “Audit Committee”).
|
(a)
|
Security Ownership of Certain Beneficial Owners and Management.
|
(b)
|
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)
|
11,490,439
|
|
(2)
|
$
|
12.75
|
|
|
15,290,314
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
11,490,439
|
|
|
$
|
12.75
|
|
|
15,290,314
|
|
(1)
|
The following equity compensation plans have been approved by The AES Corporation'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' 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' 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' 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 $12.75 (excluding performance stock units, restricted stock units and director stock units), with 15,290,314 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. There are no Options outstanding under this plan. In conjunction with the 2010 amendment to the 2003 Long Term Compensation plan, ongoing award issuance from this plan was discontinued in 2010. Any remaining shares under this plan, which are not reserved for
|
(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 4,678,447 (of which 575,721 are vested and 4,102,726 are unvested) shares underlying PSU and RSU awards (assuming performance at a median level), 1,642,551 shares underlying Director stock unit awards, and 5,169,441 shares issuable upon the exercise of Stock Option grants, for an aggregate number of 11,490,439 shares.
|
(a)
|
Financial Statements.
|
Financial Statements and Schedules:
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
S-2-S-7
|
(b)
|
Exhibits.
|
3.1
|
|
|
3.2
|
|
|
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.(n).
|
4.(a)
|
|
|
4.(b)
|
|
|
4.(c)
|
|
|
4.(d)
|
|
|
4.(e)
|
|
|
4.(f)
|
|
|
4.(g)
|
|
|
4.(h)
|
|
|
4.(i)
|
|
|
4.(j)
|
|
|
4.(k)
|
|
|
4.(l)
|
|
|
4.(m)
|
|
|
4.(n)
|
|
|
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. (P)
|
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). (P)
|
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). (P)
|
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). (P)
|
10.5
|
|
|
10.6
|
|
|
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). (P)
|
10.7A
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.10A
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.18A
|
|
|
10.19
|
|
|
10.19A
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.27A
|
|
|
10.27B
|
|
|
10.27C
|
|
|
10.27D
|
|
|
10.27E
|
|
|
10.28
|
|
|
10.29
|
|
|
10.30
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
|
12
|
|
|
21.1
|
|
|
23.1
|
|
|
24
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
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 26, 2018
|
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 26, 2018
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Charles L. Harrington
|
|
|
February 26, 2018
|
|
*
|
|
Director
|
|
|
Kristina M. Johnson
|
|
|
February 26, 2018
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Tarun Khanna
|
|
|
February 26, 2018
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Holly K. Koeppel
|
|
|
February 26, 2018
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
James H. Miller
|
|
|
February 26, 2018
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Alain Monié
|
|
|
February 26, 2018
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
John B. Morse
|
|
|
February 26, 2018
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Moises Naim
|
|
|
February 26, 2018
|
|
|
|
|
|
|
*
|
|
Chairman of the Board and Lead Independent Director
|
|
|
Charles O. Rossotti
|
|
|
February 26, 2018
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
Jeffrey W. Ubben
|
|
|
February 26, 2018
|
|
|
|
|
|
|
/s/ THOMAS M. O'FLYNN
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
|
Thomas M. O'Flynn
|
|
|
February 26, 2018
|
|
|
|
|
|
|
/s/ SARAH R. BLAKE
|
|
Vice President and Controller (Principal Accounting Officer)
|
|
|
Sarah R. Blake
|
|
|
February 26, 2018
|
*By:
|
/s/ PAUL L. FREEDMAN
|
|
February 26, 2018
|
|
Attorney-in-fact
|
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in millions)
|
||||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
10
|
|
|
$
|
109
|
|
Restricted cash
|
|
—
|
|
|
3
|
|
||
Accounts and notes receivable from subsidiaries
|
|
143
|
|
|
155
|
|
||
Prepaid expenses and other current assets
|
|
27
|
|
|
39
|
|
||
Total current assets
|
|
180
|
|
|
306
|
|
||
Investment in and advances to subsidiaries and affiliates
|
|
8,239
|
|
|
7,561
|
|
||
Office Equipment:
|
|
|
|
|
||||
Cost
|
|
27
|
|
|
26
|
|
||
Accumulated depreciation
|
|
(18
|
)
|
|
(16
|
)
|
||
Office equipment, net
|
|
9
|
|
|
10
|
|
||
Other Assets:
|
|
|
|
|
||||
Other intangible assets, net of accumulated amortization
|
|
3
|
|
|
5
|
|
||
Deferred financing costs, net of accumulated amortization of $2 and $1, respectively
|
|
5
|
|
|
5
|
|
||
Deferred income taxes
|
|
289
|
|
|
1,041
|
|
||
Other assets
|
|
2
|
|
|
13
|
|
||
Total other assets
|
|
299
|
|
|
1,064
|
|
||
Total assets
|
|
$
|
8,727
|
|
|
$
|
8,941
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
18
|
|
|
$
|
18
|
|
Accounts and notes payable to subsidiaries
|
|
381
|
|
|
304
|
|
||
Accrued and other liabilities
|
|
246
|
|
|
250
|
|
||
Senior notes payable—current portion
|
|
5
|
|
|
—
|
|
||
Total current liabilities
|
|
650
|
|
|
572
|
|
||
Long-term Liabilities:
|
|
|
|
|
||||
Senior notes payable
|
|
4,625
|
|
|
4,154
|
|
||
Junior subordinated notes and debentures payable
|
|
—
|
|
|
517
|
|
||
Accounts and notes payable to subsidiaries
|
|
967
|
|
|
883
|
|
||
Other long-term liabilities
|
|
20
|
|
|
21
|
|
||
Total long-term liabilities
|
|
5,612
|
|
|
5,575
|
|
||
Stockholders' equity:
|
|
|
|
|
||||
Common stock
|
|
8
|
|
|
8
|
|
||
Additional paid-in capital
|
|
8,501
|
|
|
8,592
|
|
||
Accumulated deficit
|
|
(2,276
|
)
|
|
(1,146
|
)
|
||
Accumulated other comprehensive loss
|
|
(1,876
|
)
|
|
(2,756
|
)
|
||
Treasury stock
|
|
(1,892
|
)
|
|
(1,904
|
)
|
||
Total stockholders' equity
|
|
2,465
|
|
|
2,794
|
|
||
Total liabilities and equity
|
|
$
|
8,727
|
|
|
$
|
8,941
|
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in millions)
|
||||||||||
Revenue from subsidiaries and affiliates
|
|
$
|
28
|
|
|
$
|
14
|
|
|
$
|
24
|
|
Equity in earnings of subsidiaries and affiliates
|
|
630
|
|
|
(615
|
)
|
|
859
|
|
|||
Interest income
|
|
49
|
|
|
19
|
|
|
24
|
|
|||
General and administrative expenses
|
|
(158
|
)
|
|
(144
|
)
|
|
(154
|
)
|
|||
Other income
|
|
5
|
|
|
7
|
|
|
24
|
|
|||
Other expense
|
|
(554
|
)
|
|
(65
|
)
|
|
(6
|
)
|
|||
Loss on extinguishment of debt
|
|
(92
|
)
|
|
(14
|
)
|
|
(105
|
)
|
|||
Interest expense
|
|
(317
|
)
|
|
(344
|
)
|
|
(364
|
)
|
|||
Income (loss) before income taxes
|
|
(409
|
)
|
|
(1,142
|
)
|
|
302
|
|
|||
Income tax benefit (expense)
|
|
(752
|
)
|
|
12
|
|
|
4
|
|
|||
Net income (loss)
|
|
$
|
(1,161
|
)
|
|
$
|
(1,130
|
)
|
|
$
|
306
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
NET INCOME (LOSS)
|
$
|
(1,161
|
)
|
|
$
|
(1,130
|
)
|
|
$
|
306
|
|
Foreign currency translation activity:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of income tax benefit (expense) of $11, $1 and $1, respectively
|
18
|
|
|
117
|
|
|
(674
|
)
|
|||
Reclassification to earnings, net of $0 income tax for all periods
|
643
|
|
|
992
|
|
|
—
|
|
|||
Total foreign currency translation adjustments, net of tax
|
661
|
|
|
1,109
|
|
|
(674
|
)
|
|||
Derivative activity:
|
|
|
|
|
|
||||||
Change in derivative fair value, net of income tax benefit (expense) of $13, $(5) and $4, respectively
|
(14
|
)
|
|
2
|
|
|
(5
|
)
|
|||
Reclassification to earnings, net of income tax benefit (expense) of $1, $1 and $(12), respectively
|
37
|
|
|
28
|
|
|
48
|
|
|||
Total change in fair value of derivatives, net of tax
|
23
|
|
|
30
|
|
|
43
|
|
|||
Pension activity:
|
|
|
|
|
|
||||||
Prior service cost for the period, net of income tax expense of $1, $5 and $0, respectively
|
1
|
|
|
9
|
|
|
1
|
|
|||
Change in pension adjustments due to net actuarial gain (loss) for the period, net of income tax benefit (expense) of $6, $10 and $(7), respectively
|
(20
|
)
|
|
(22
|
)
|
|
18
|
|
|||
Reclassification of earnings due to amortization of net actuarial loss, net of income tax benefit (expense) of $(126), $2 and $(2), respectively
|
248
|
|
|
1
|
|
|
2
|
|
|||
Total change in unfunded pension obligation
|
229
|
|
|
(12
|
)
|
|
21
|
|
|||
OTHER COMPREHENSIVE INCOME (LOSS)
|
913
|
|
|
1,127
|
|
|
(610
|
)
|
|||
COMPREHENSIVE LOSS
|
$
|
(248
|
)
|
|
$
|
(3
|
)
|
|
$
|
(304
|
)
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in millions)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
148
|
|
|
$
|
818
|
|
|
$
|
475
|
|
Investing Activities:
|
|
|
|
|
|
|
||||||
Investment in and net advances to subsidiaries
|
|
(339
|
)
|
|
(650
|
)
|
|
(221
|
)
|
|||
Return of capital
|
|
243
|
|
|
247
|
|
|
501
|
|
|||
Decrease in restricted cash
|
|
3
|
|
|
29
|
|
|
49
|
|
|||
Additions to property, plant and equipment
|
|
(13
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
(106
|
)
|
|
(386
|
)
|
|
318
|
|
|||
Financing Activities:
|
|
|
|
|
|
|
||||||
Borrowings under the revolver, net
|
|
207
|
|
|
—
|
|
|
—
|
|
|||
Borrowings of notes payable and other coupon bearing securities
|
|
1,025
|
|
|
500
|
|
|
575
|
|
|||
Repayments of notes payable and other coupon bearing securities
|
|
(1,353
|
)
|
|
(808
|
)
|
|
(915
|
)
|
|||
Loans from subsidiaries
|
|
309
|
|
|
183
|
|
|
—
|
|
|||
Purchase of treasury stock
|
|
—
|
|
|
(79
|
)
|
|
(482
|
)
|
|||
Proceeds from issuance of common stock
|
|
1
|
|
|
1
|
|
|
4
|
|
|||
Common stock dividends paid
|
|
(317
|
)
|
|
(290
|
)
|
|
(276
|
)
|
|||
Payments for deferred financing costs
|
|
(12
|
)
|
|
(12
|
)
|
|
(6
|
)
|
|||
Distributions to noncontrolling interests
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
Other financing
|
|
(7
|
)
|
|
(3
|
)
|
|
(18
|
)
|
|||
Net cash used in financing activities
|
|
(147
|
)
|
|
(510
|
)
|
|
(1,118
|
)
|
|||
Effect of exchange rate changes on cash
|
|
6
|
|
|
1
|
|
|
—
|
|
|||
Decrease in cash and cash equivalents
|
|
(99
|
)
|
|
(77
|
)
|
|
(325
|
)
|
|||
Cash and cash equivalents, beginning
|
|
109
|
|
|
186
|
|
|
511
|
|
|||
Cash and cash equivalents, ending
|
|
$
|
10
|
|
|
$
|
109
|
|
|
$
|
186
|
|
Supplemental Disclosures:
|
|
|
|
|
|
|
||||||
Cash payments for interest, net of amounts capitalized
|
|
$
|
282
|
|
|
$
|
296
|
|
|
$
|
314
|
|
Cash payments for income taxes, net of refunds
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
Interest Rate
|
|
Maturity
|
|
2017
|
|
2016
|
||||
Senior Unsecured Note
|
|
LIBOR + 3.00%
|
|
2019
|
|
$
|
—
|
|
|
$
|
240
|
|
Senior Unsecured Note
|
|
8.00%
|
|
2020
|
|
228
|
|
|
469
|
|
||
Senior Unsecured Note
|
|
7.38%
|
|
2021
|
|
690
|
|
|
966
|
|
||
Drawings on secured credit facility
|
|
LIBOR + 2.00%
|
|
2021
|
|
207
|
|
|
—
|
|
||
Senior Secured Term Loan
|
|
LIBOR + 2.00%
|
|
2022
|
|
521
|
|
|
—
|
|
||
Senior Unsecured Note
|
|
4.88%
|
|
2023
|
|
713
|
|
|
713
|
|
||
Senior Unsecured Note
|
|
5.50%
|
|
2024
|
|
738
|
|
|
738
|
|
||
Senior Unsecured Note
|
|
5.50%
|
|
2025
|
|
573
|
|
|
573
|
|
||
Senior Unsecured Note
|
|
6.00%
|
|
2026
|
|
500
|
|
|
500
|
|
||
Senior Unsecured Note
|
|
5.13%
|
|
2027
|
|
500
|
|
|
—
|
|
||
Unamortized (discounts)/premiums & debt issuance (costs)
|
|
|
|
|
|
(40
|
)
|
|
(45
|
)
|
||
Subtotal
|
|
|
|
|
|
$
|
4,630
|
|
|
$
|
4,154
|
|
Less: Current maturities
|
|
|
|
|
|
(5
|
)
|
|
—
|
|
||
Total
|
|
|
|
|
|
$
|
4,625
|
|
|
$
|
4,154
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
Interest Rate
|
|
Maturity
|
|
2017
|
|
2016
|
||||
Term Convertible Trust Securities
|
|
6.75%
|
|
2029
|
|
$
|
—
|
|
|
$
|
517
|
|
December 31,
|
Annual Maturities
|
||
2018
|
$
|
5
|
|
2019
|
5
|
|
|
2020
|
234
|
|
|
2021
|
902
|
|
|
2022
|
500
|
|
|
Thereafter
|
3,024
|
|
|
Unamortized (discount)/premium & debt issuance (costs)
|
(40
|
)
|
|
Total debt
|
$
|
4,630
|
|
1.
|
is in the Consultant’s possession without knowledge of an obligation of confidentiality with respect to that Information at or prior to the time of disclosure;
|
2.
|
is public knowledge (otherwise than as a result of a breach of this paragraph); or
|
3.
|
is required by law to be disclosed.
|
1.1
|
The Consultant shall comply fully with all applicable laws of the countries in which his services to AES and its subsidiaries are provided as well as the applicable anti-corruption, anti-money laundering, anti-terrorism and economic sanction and anti-boycott laws of the United States including without limitation, the United States Foreign Corrupt Practices Act (“
Applicable Laws and Regulations
”).
|
1.2
|
The Consultant represents and warrants that he is not a Government Official and that he does not currently employ, and will not in the future, without the prior written consent of AES, employ, either directly or indirectly, a Government Official, or a parent, spouse, child or sibling of a Government Official (“
Family Member
”) who shall perform services pursuant to the Main Agreement. For purposes herein, “
Government Official”
shall mean any officer or employee of a government, or department (whether executive, legislative, judicial or administrative), agency or instrumentality of such government, including any government-owned business, or a public international organization; or any person acting in an official capacity for or on behalf of such government, or any candidate for public office or representative of a political party.
|
1.3
|
The Consultant represents and warrants that he has not, and that he has no evidence of any kind that any other person working on his behalf has, either directly or indirectly:
|
i.
|
Made a
Prohibited Payment
, which is defined to include any offer, gift, payment, promise to pay, or authorization of the payment of any money or anything of value, directly or indirectly, to a Government Official, including for the use or benefit of any other person or entity, to the extent that one knows or has reasonable grounds for believing that all or a portion of the money or thing of value which was given or is to be given to such other person or entity, will be paid, offered, promised, given or authorized to be paid by such other person or entity, directly or indirectly, to a Government Official, for the purpose of either (i) influencing any act or decision of the Government Official in his official capacity; (ii) inducing the Government Official to do or omit to do any act in violation of his lawful duty; (iii) securing any improper advantage; or (iv) inducing the Government Official to use his influence with a non-U.S. government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist in obtaining or retaining business or in directing business to any party.
|
ii.
|
Engaged in a
Prohibited Transaction
which is defined to include:
|
a.
|
Receiving, transferring, transporting, retaining, using, structuring, diverting, or hiding the proceeds of any criminal activity whatsoever, including drug trafficking, fraud, and bribery of a Government Official;
|
b.
|
Engaging or becoming involved in, financing, or supporting financially or otherwise, sponsoring, facilitating, or giving aid to any terrorist person, activity or organization; or
|
c.
|
Participating in any transaction or otherwise conducting business with a “designated person,” namely a person or entity that appears on any list issued by the United States or the United Nations with respect to money laundering, terrorism financing, drug trafficking or economic or arms embargoes (a “
Designated Person
”).
|
1.4
|
The Consultant will not and shall take all reasonable steps to ensure that any other persons working for him in relation to the Main Agreement (including, without limitation, any subcontractors, consultants, representatives and agents) will not, directly or indirectly, make, promise or authorize the making, of a Prohibited Payment or engage in a Prohibited Transaction with respect to the Main Agreement.
|
1.5
|
The Consultant shall promptly report to AES any Prohibited Payment or Prohibited Transaction of which he obtains knowledge, or has reasonable grounds to believe occurred in respect of the Main Agreement.
|
1.6
|
The Consultant agrees that, if AES has any reasonable grounds to believe that a Prohibited Payment has been made, promised or authorized, directly or indirectly, to a Government Official in connection with the Main Agreement, or that a Prohibited Transaction has taken place in connection with the Main Agreement, he shall cooperate in good faith with AES in determining whether such a violation occurred.
|
1.7
|
The Consultant has not and will not, either directly or indirectly, share or promise to share his fees or any other funds he receives from AES or in respect of the Main Agreement with any Government Official.
|
1.8
|
The Consultant acknowledges receipt of a copy of the AES Code of Conduct.
|
1.9
|
The Consultant shall perform due diligence, as he deems warranted by the circumstances, on the reputation of any subcontractors, consultants, agents or representatives he employs in the performance of work on the Main Agreement or to provide services to the Main Agreement.
|
1.10
|
All requests for payment submitted by the Consultant to AES shall be accompanied by detailed and accurate invoices that describe with specificity the work, services or equipment for which the payment is requested. All such requests for payment shall be commensurate with the fair market value for such work, service or equipment.
|
1.11
|
If applicable, the Consultant agrees that he shall be reimbursed by AES only for reasonable lodging, meals, travel and other expenses or for such expenses incurred on behalf of third parties when supported by actual, accurate and reasonably detailed third-party invoices. Where Government Officials are involved, the request for reimbursement shall be accompanied by a written statement of the details of the expenses and an explanation of the purpose of the expenses, the reason that the participation of such officials was necessary, and the names of those in attendance and their employment or business affiliation.
|
1.12
|
The Consultant agrees that a material breach of one or more of the covenants or representations of the Consultant (“
Compliance
Breach
”) in this Annex shall be sufficient cause for AES, acting in good faith, and not without reasonable prior written notice, to terminate the Consultant’s agreements with AES in respect of the Main Agreement, in whole or in part, and to declare them null and void, in which case the Consultant agrees that he shall forfeit any claim to any additional payments due to it under such agreements and the Main Agreement, other than payments for services previously rendered under such agreements, in addition to being liable for any damages or remedies available to AES under applicable law. The Consultant shall indemnify and hold harmless AES from any claims, costs, liabilities, obligations, and damages AES incurs (including, without limitation, for the fees of any legal counsel AES may retain or engage) as a result of such Compliance Breach.
|
1.13
|
This Annex shall be considered to be an integral part of the Main Agreement (and shall be effective on the same date as the Main Agreement) and its terms and conditions shall be deemed to be set forth in full in the Main agreement. In the event of a conflict between this Annex and the Main Agreement, this Annex shall prevail.
|
1.14
|
All the provisions in this Annex are material and shall survive the termination of Main Agreement between AES and the Consultant.
|
1.15
|
The Consultant shall not assign its rights and responsibilities contained in this Annex to a third party without the prior written approval of AES.
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Actual:
|
|
|
|
|
|
|
|
|
|
||||||||||
Computation of earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes and equity in earnings of affiliates
|
$
|
771
|
|
|
$
|
187
|
|
|
$
|
989
|
|
|
$
|
1,224
|
|
|
$
|
1,069
|
|
Fixed charges
|
1,539
|
|
|
1,658
|
|
|
1,547
|
|
|
1,574
|
|
|
1,582
|
|
|||||
Amortization of capitalized interest
|
33
|
|
|
31
|
|
|
30
|
|
|
30
|
|
|
29
|
|
|||||
Distributed income of equity investees
|
103
|
|
|
14
|
|
|
16
|
|
|
28
|
|
|
2
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest
|
(130
|
)
|
|
(124
|
)
|
|
(92
|
)
|
|
(71
|
)
|
|
(51
|
)
|
|||||
Preference security dividend of consolidated subsidiary
|
(1
|
)
|
|
(5
|
)
|
|
(10
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||||
Noncontrolling interests in pretax income of subsidiaries that have not incurred fixed charges
|
(53
|
)
|
|
(40
|
)
|
|
(28
|
)
|
|
(26
|
)
|
|
(40
|
)
|
|||||
Earnings
|
$
|
2,262
|
|
|
$
|
1,721
|
|
|
$
|
2,452
|
|
|
$
|
2,754
|
|
|
$
|
2,585
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, debt premium and discount amortization
|
$
|
1,388
|
|
|
$
|
1,509
|
|
|
$
|
1,430
|
|
|
$
|
1,485
|
|
|
$
|
1,516
|
|
Capitalized interest
|
130
|
|
|
124
|
|
|
92
|
|
|
71
|
|
|
51
|
|
|||||
Preference security dividend of consolidated subsidiary
|
1
|
|
|
5
|
|
|
10
|
|
|
5
|
|
|
6
|
|
|||||
Interest portion of rental expense
(1)
|
20
|
|
|
20
|
|
|
15
|
|
|
13
|
|
|
9
|
|
|||||
Fixed charges
|
$
|
1,539
|
|
|
$
|
1,658
|
|
|
$
|
1,547
|
|
|
$
|
1,574
|
|
|
$
|
1,582
|
|
Ratio of earnings to fixed charges
|
1.47
|
|
|
1.04
|
|
|
1.59
|
|
|
1.75
|
|
|
1.63
|
|
(1)
|
Calculated as one-third of rental expense, which is deemed to be representative of the interest factor in rental expense.
|
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 Andres (BVI) Ltd.
|
British Virgin Islands
|
AES Andres BV
|
Spain
|
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 Investments, Ltd.
|
Cayman Islands
|
AES Argentina Operations, Ltd.
|
Cayman Islands
|
AES Arlington Services, LLC
|
Delaware
|
AES Armenia Mountain Holdings, LLC
|
Delaware
|
AES Armenia Mountain Wind 2, LLC
|
Delaware
|
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 BES Jordan B.V.
|
Netherlands
|
AES Big Sky, L.L.C.
|
Virginia
|
AES Borsod Energetic Ltd.
|
Hungary
|
AES Botswana Holdings B.V.
|
The Netherlands
|
AES Brasil Ltda
|
Brazil
|
AES Brazil International Holdings, Limited
|
Bermuda
|
AES Brazil, Inc.
|
Delaware
|
AES Bulgaria B.V.
|
The Netherlands
|
AES Bulgaria Energy Solutions EOOD
|
Bulgaria
|
AES Bulgaria Holdings BV
|
The Netherlands
|
AES Bussum Holdings BV
|
The Netherlands
|
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 Pampas, Ltd.
|
Cayman Islands
|
AES CC&T International, Ltd.
|
British Virgin Islands
|
AES Central America Electric Light, LLC
|
Virginia
|
AES Central American Holdings, Inc.
|
Delaware
|
AES Central American Investment Holdings, Ltd.
|
Cayman Islands
|
AES Central Asia Holdings BV
|
The Netherlands
|
AES Ceprano Energia SRL
|
Italy
|
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 Generating Co. Ltd. - Rep Office
|
China
|
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 Colon Development, S. de R.L.
|
Panama
|
AES Columbia Power, LLC
|
Delaware
|
AES Communications Latin America, Inc.
|
Delaware
|
AES Communications, LLC
|
Virginia
|
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 Class B I, LLC
|
Delaware
|
AES DE Class B II, LLC
|
Delaware
|
AES DE Class B III, LLC
|
Delaware
|
AES DE Construction, LLC
|
Delaware
|
AES DE DevCo I, LLC
|
Delaware
|
AES DE DevCo NC, LLC
|
Delaware
|
AES DE Holdings I, LLC
|
Colorado
|
AES DE Holdings II, LLC
|
Delaware
|
AES DE Holdings III, LLC
|
Delaware
|
AES DE Holdings IV, LLC
|
Delaware
|
AES DE Manager, LLC
|
Colorado
|
AES DE Residential Holdings I, LLC
|
Colorado
|
AES DE RS I, LLC
|
Delaware
|
AES DE RS II, LLC
|
Delaware
|
AES DE RS III, LLC
|
Delaware
|
AES DE Solar Access Holdings I, LLC
|
Delaware
|
AES Deepwater, LLC
|
Delaware
|
AES DE-GIE, 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 DPP Holdings, Ltd.
|
Cayman Islands
|
AES Drax Financing, Inc.
|
Delaware
|
AES Drax Power Finance Holdings Limited
|
United Kingdom
|
AES Ecotek Europe Holdings B.V.
|
Mexico
|
AES EDC Holding, L.L.C.
|
Delaware
|
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 EMEA Energy Storage 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 Energia SRL
|
Italy
|
AES Energy Developments (Pty) Ltd.
|
Republic of South Africa
|
AES Energy Developments, S.L.
|
Spain
|
AES Energy Services Inc.
|
Ontario
|
AES Energy Solutions, LLC
|
Delaware
|
AES Energy Storage Arizona, LLC
|
Delaware
|
AES Energy Storage Holdings
|
Mauritius
|
AES Energy Storage Holdings, LLC
|
Delaware
|
AES Energy Storage UK Limited
|
United Kingdom
|
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 Gilbert, LLC
|
Delaware
|
AES ES Holdings, LLC
|
Delaware
|
AES ES Tait, LLC
|
Delaware
|
AES Europe Services EOOD
|
Bulgaria
|
AES European Holdings BV
|
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
|
Republic of 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 Greece Solar, LLC
|
Delaware
|
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 Holland Solar, LLC
|
Delaware
|
AES Honduras Generacion, Sociedad en Comandita por Acciones de Capital Variable
|
Honduras
|
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- IC Ictas Enerji Uretim ve Ticaret A.S.
|
Turkey
|
AES Ilumina Holdings, LLC
|
Delaware
|
AES Ilumina Member, LLC
|
Delaware
|
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 Italia S.r.l
|
Italy
|
AES Jordan Holdco Cayman Limited
|
Cayman Islands
|
AES Jordan Holdco, Ltd.
|
Cayman Islands
|
AES Jordan PSC
|
Jordan
|
AES Jordan Solar B.V.
|
Netherlands
|
AES Juniper Point Holdings, LLC
|
Delaware
|
AES K2 Limited
|
United Kingdom
|
AES Kalaeloa Venture, L.L.C.
|
Delaware
|
AES Kekaha Solar, LLC
|
Delaware
|
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.
|
Republic of South Africa
|
AES Kilroot Generating Limited
|
Northern Ireland
|
AES Kilroot Power Limited
|
Northern Ireland
|
AES King Harbor, Inc.
|
Delaware
|
AES LA FIT Dedeaux, LLC
|
Delaware
|
AES LA FIT Francisco, LLC
|
Delaware
|
AES LA FIT Sun Valley, LLC
|
Delaware
|
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 Lawai Solar, LLC
|
Delaware
|
AES Levant Holdings B.V.
|
Netherlands
|
AES Levant Holdings B.V/ Jordan PSC
|
Jordan
|
AES Lion Telecom Investments B.V.
|
Mexico
|
AES Lumos Holdings, LLC
|
Delaware
|
AES Maritza East 1 Ltd.
|
Bulgaria
|
AES Maritza East 1 Services Ltd.
|
Cyprus
|
AES Maritza East 1 Services Ltd.
|
Bulgaria
|
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 Mong Duong Holdings B.V.
|
The Netherlands
|
AES Mong Duong Project Holdings B.V.
|
The Netherlands
|
AES Monroe Holdings B.V.
|
The Netherlands
|
AES Monroe Solar A, LLC
|
Delaware
|
AES Monroe Solar B, LLC
|
Delaware
|
AES Monroe Solar C, LLC
|
Delaware
|
AES Monroe Solar D, LLC
|
Delaware
|
AES Monroe Solar E, LLC
|
Delaware
|
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 NEXT, Ltda. de C.V.
|
El Salvador
|
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 Oahu, 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 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 Panamá, S.R.L.
|
Panama
|
AES Parana Gas S.A.
|
Argentina
|
AES Parana Holdings, Ltd.
|
Cayman Islands
|
AES Parana IHC, 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 Philippines Energy Storage Co., Ltd.
|
Philippines
|
AES Philippines Inc.
|
Philippines
|
AES Philippines Power Foundation, Inc.
|
Philippines
|
AES Philippines Power Partners Co. Ltd.
|
Philippines
|
AES Pirin Holdings, Ltd.
|
Cayman Islands
|
AES Puerto Rico Services, Inc.
|
Delaware
|
AES Puerto Rico, Inc.
|
Cayman Islands
|
AES Puerto Rico, L.P.
|
Delaware
|
AES Redondo Beach, L.L.C.
|
Delaware
|
AES Renewables (India) Private Limited
|
India
|
AES Riverside Holdings, LLC
|
Delaware
|
AES Rochester Solar, LLC
|
Delaware
|
AES SACEF Investment, LLC
|
Delaware
|
AES Saint Petersburg Holdings B.V.
|
The Netherlands
|
AES San Nicolas Holding Espana, S.L.
|
Spain
|
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 Shulbinsk GES LLP
|
Kazakhstan
|
AES Silk Road Energy LLC
|
Russia
|
AES Silk Road, Inc.
|
Delaware
|
AES Solar Energy B.V.
|
The Netherlands
|
AES Solar Energy Holdings B.V.
|
The Netherlands
|
AES Solar Energy, LLC
|
Delaware
|
AES Solar Espana, S.L.
|
Spain
|
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.
|
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 Company Holdings I, LLC
|
Delaware
|
AES Southland Energy Holdings II, 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, 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 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 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 Texas Funding III, L.L.C.
|
Delaware
|
AES Thames, L.L.C.
|
Delaware
|
AES Thomas Holdings BV
|
The Netherlands
|
AES Tietê Eólica S.A.
|
Brazil
|
AES Tietê Inova Soluções de Energia Ltda.
|
Brazil
|
AES Tietê Integra Soluções em Energia Ltda
|
Brazil
|
AES Trade I, Ltd.
|
Cayman Islands
|
AES Trade II, Ltd.
|
Cayman Islands
|
AES Transgas I, Ltd.
|
Cayman Islands
|
AES Transpower Private Ltd - Philippines Branch (ROHQ)
|
Philippines
|
AES Transpower Private Ltd.
|
Singapore
|
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 US Wind Generation Holdings, LLC
|
Delaware
|
AES Venezuela Finance
|
United Kingdom
|
AES Volcan Holdings B.V.
|
Netherlands
|
AES Warrior Run, L.L.C.
|
Delaware
|
AES Wawarsing Solar, LLC
|
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 Wind Bulgaria EOOD
|
Bulgaria
|
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 Zephyr 2, LLC
|
Delaware
|
AES Zephyr 3, LLC
|
Delaware
|
AES Zephyr, Inc.
|
Delaware
|
AES-3C Maritza East 1 Ltd.
|
Bulgaria
|
AES-3C Maritza East 1 Ltd.
|
Cyprus
|
AESCom Sul Ltda.
|
Brazil
|
AESEBA Trust Deed
|
Cayman Islands
|
AES-RS Spanish Holdings, LLC
|
Delaware
|
AES-RS Sunshine Cooperatief U.A.
|
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
|
Agilion Energy Private Limited
|
India
|
AGV Solar IV Geradora de Energia S.A.
|
Brazil
|
AGV Solar V Geradora de Energia S.A.
|
Brazil
|
AGV Solar VI Geradora de Energia S.A.
|
Brazil
|
ALBERICH Beteiligungsverwaltungs GmbH
|
Austria
|
Almacenamiento de Energia del Sureste, S. de R.L. de C.V.
|
Mexico
|
Alpha Water and Realty Services Corp.
|
Philippines
|
Altai Power Limited Liability Partnership
|
Kazakhstan
|
Alto Maipo SpA
|
Chile
|
AM Solar B.V.
|
Netherlands
|
AM Solar B.V. - Jordan Co.
|
Jordan
|
Andes Solar SpA
|
Chile
|
Anhui Liyuan - AES Power Co., Ltd.
|
China
|
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
|
Bakersfield Industrial PV 1 LLC
|
California
|
Bakersfield PV I, LLC
|
California
|
Boa Hora 1 Geradora De Energia Solar S.A.
|
Brazil
|
Boa Hora 2 Geradora de Energia Solar S.A.
|
Brazil
|
Boa Hora 3 Geradora De Energia Solar S.A.
|
Brazil
|
Bolton Solar I, LLC
|
Delaware
|
Bósforo de Responsabilidad Limitada de Capital Variable
|
El Salvador
|
Branch of AES Silk Road 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.
|
Netherlands
|
Centrais Eólicas Ametista S.A.
|
Brazil
|
Centrais Eólicas Borgo S.A.
|
Brazil
|
Centrais Eólicas Caetité S.A.
|
Brazil
|
Centrais Eólicas da Prata S.A.
|
Brazil
|
Centrais Eólicas dos Araças S.A.
|
Brazil
|
Centrais Eólicas Dourados S.A.
|
Brazil
|
Centrais Eólicas Espigão S.A.
|
Brazil
|
Centrais Eólicas Maron S.A.
|
Brazil
|
Centrais Eólicas Morrão S.A.
|
Brazil
|
Centrais Eólicas Pelourinho S.A.
|
Brazil
|
Centrais Eólicas Pilões S.A.
|
Brazil
|
Centrais Eólicas Seraima S.A.
|
Brazil
|
Centrais Eólicas Serra do Espinhaço S.A.
|
Brazil
|
Centrais Eólicas Tanque S.A.
|
Brazil
|
Centrais Eólicas Ventos do Nordeste S.A.
|
Brazil
|
Central Electricity Supply Company of Orissa Limited
|
India
|
Central Termoelectrica Guillermo Brown S.A.
|
Argentina
|
Cerulean Properties, LLC
|
Delaware
|
Champlin Oahu Wind Holdings, 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
|
Coastal Itabo, Ltd.
|
Cayman Islands
|
Colon LNG Marketing S. De R.L.
|
Panama
|
Compania de Alumbrado Eletrico de San Salvador, S.A. DE C.V.
|
El Salvador
|
Compañía Transmisora Angamos SpA
|
Chile
|
Compañía Transmisora del Norte Grande SpA
|
Chile
|
Compass Circle Solar, LLC
|
Rhode Island
|
Costa Norte LNG Terminal S. de R.L.
|
Panama
|
Daggett Ridge Wind Farm, LLC
|
Delaware
|
Delano PV1, LLC
|
California
|
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
|
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
|
Empresa Electrica Angamos S.A.
|
Chile
|
Empresa Electrica Campiche S.A.
|
Chile
|
Empresa Electrica Cochrane S.A.
|
Chile
|
Empresa Electrica de Oriente, S.A. de C.V.
|
El Salvador
|
Empresa Electrica Ventanas S.A.
|
Chile
|
Empresa Generadora De Electricidad Itabo, S.A.
|
Dominican Republic
|
EnerAB Cogeneracion I Laguna del Rey, S. de R.L. de C.V.
|
Mexico
|
EnerAB Suministro Calificado, S. de R.L. de C.V.
|
Mexico
|
ENERAB, S. de R.L. de C.V.
|
Mexico
|
ENERGEN S.A.
|
Argentina
|
Energy Trade and Finance Corporation
|
Cayman Islands
|
Eólica Mesa La Paz, S. de R.L. de C.V.
|
Mexico
|
Fluence Energy, LLC
|
Delaware
|
FTP Power, LLC
|
Delaware
|
Fundacion AES Dominicana, Inc.
|
Dominican Republic
|
Fundacion AES Gener
|
Chile
|
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
|
Rosamond Solar, LLC
|
Colorado
|
San Bernardino Solar, LLC
|
Delaware
|
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
|
SEPV Imperial, LLC
|
Delaware
|
Shazia S.R.L.
|
Argentina
|
Sociedad Electrica Santiago SpA
|
Chile
|
Solar Access America, LLC
|
Delaware
|
Solar Access CA, LLC
|
Delaware
|
Solar Access California, LLC
|
Colorado
|
Southern Electric Brazil Participacoes, Ltda.
|
Brazil
|
Store Heat and Produce Energy, Inc.
|
Indiana
|
Stow Solar I, LLC
|
Delaware
|
Sudbury Ervin GMC Solar, LLC
|
Delaware
|
Sun Lake Solar, LLC
|
Delaware
|
SunE Solar XVII Project5, LLC
|
Delaware
|
SunE SunHoldings4, LLC
|
Delaware
|
T&T Power Holdings I, SRL
|
Barbados
|
T&T Power Holdings II, Ltd.
|
Cayman Islands
|
Tau Power BV
|
The Netherlands
|
Tecnoma Energia Solar, S.L.
|
Spain
|
Tecumseh Coal Corporation
|
Indiana
|
TEG Business Trust
|
Mexico
|
TEG/TEP Management, LLC
|
Delaware
|
TEP Business Trust
|
Mexico
|
TermoAndes S.A.
|
Argentina
|
Termoelectrica del Golfo, S. de R.L. de C.V.
|
Mexico
|
Termoelectrica Penoles, S. de R.L. de C.V.
|
Mexico
|
Terneuzen Cogen B.V.
|
The Netherlands
|
The AES Barry Foundation
|
United Kingdom
|
The AES Corporation
|
Delaware
|
The Dayton Power and Light Company
|
Ohio
|
Thermo Fuels Company, Inc.
|
California
|
Tozer Road Solar, LLC
|
Massachusetts
|
U.S. Solar Services, LLC
|
Delaware
|
USVI Solar I, LLC
|
Delaware
|
Village of Waterbury Solar I, LLC
|
Delaware
|
Western Solar Parent, LLC
|
Delaware
|
Wildwood Trust
|
Cayman Islands
|
Your Energy Holdings Limited
|
England & Wales
|
|
(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, 333-186888, and 333-209671 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 23, 2018
|
Andrés Gluski
|
|
|
|
|
|
|
|
|
|
/s/ Charles L. Harrington
|
|
Director
|
|
February 23, 2018
|
Charles L. Harrington
|
|
|
|
|
|
|
|
|
|
/s/ Kristina M. Johnson
|
|
Director
|
|
February 23, 2018
|
Kristina M. Johnson
|
|
|
|
|
|
|
|
|
|
/s/ Tarun Khanna
|
|
Director
|
|
February 23, 2018
|
Tarun Khanna
|
|
|
|
|
|
|
|
|
|
/s/ Holly K. Koeppel
|
|
Director
|
|
February 23, 2018
|
Holly K. Koeppel
|
|
|
|
|
|
|
|
|
|
/s/ James H. Miller
|
|
Director
|
|
February 23, 2018
|
James H. Miller
|
|
|
|
|
|
|
|
|
|
/s/ Alain Monié
|
|
Director
|
|
February 23, 2018
|
Alain Monié
|
|
|
|
|
|
|
|
|
|
/s/ John B. Morse
|
|
Director
|
|
February 23, 2018
|
John B. Morse
|
|
|
|
|
|
|
|
|
|
/s/ Moises Naim
|
|
Director
|
|
February 23, 2018
|
Moises Naim
|
|
|
|
|
|
|
|
|
|
/s/ Charles O. Rossotti
|
|
Chairman and Lead Independent Director
|
|
February 23, 2018
|
Charles O. Rossotti
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey W. Ubben
|
|
Director
|
|
February 23, 2018
|
Jeffrey W. Ubben
|
|
|
|
|
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, 2017
, (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)
|
the Form
10-K
for the year ended
December 31, 2017
, (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
|