10-K 1 a2013form10-k.htm 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| |
|---|
| |
| ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2013
-OR-
| |
|---|
| |
| ¨ | TRANSITION REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| COMMISSION FILE NUMBER 1-12291 |
THE AES CORPORATION
(Exact name of registrant as specified in its charter)
| | |
|---|
| | |
| Delaware | | 54 1163725 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| 4300 Wilson Boulevard Arlington, Virginia | | 22203 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code: (703) 522-1315 | | |
| Securities registered pursuant to Section 12(b) of the Act: | | |
| Title of Each Class | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | | New York Stock Exchange |
| AES Trust III, $3.375 Trust Convertible Preferred Securities | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | |
|---|
| | | |
| Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
| | (Do not check if a smaller reporting company) | |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates on June 28, 2013, the last business day of the Registrant’s most recently completed second fiscal quarter (based on the closing sale price of $11.87 of the Registrant’s Common Stock, as reported by the New York Stock Exchange on such date) was approximately $7.36 billion.
The number of shares outstanding of Registrant’s Common Stock, par value $0.01 per share, on February 18, 2014 was 723,927,523
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant’s Proxy Statement for its 2013 annual meeting of stockholders are incorporated by reference in Parts II and III
THE AES CORPORATION
FISCAL YEAR 2013 FORM 10-K
TABLE OF CONTENTS
PART I
In this Annual Report the terms “AES,” “the Company,” “us,” or “we” refer to The AES Corporation and all of its subsidiaries and affiliates, collectively. The term “The AES Corporation” and “Parent Company” refers only to the parent, publicly-held holding company, The AES Corporation, excluding its subsidiaries and affiliates.
FORWARD-LOOKING INFORMATION
In this filing we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe that these forward-looking statements and the underlying assumptions are reasonable, we cannot assure you that they will prove to be correct.
Forward-looking statements involve a number of risks and uncertainties, and there are factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Some of those factors (in addition to others described elsewhere in this report and in subsequent securities filings) include:
| |
|---|
| • | 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; |
| |
|---|
| • | 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; |
| |
|---|
| • | 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; |
| |
|---|
| • | 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; |
| |
|---|
| • | 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; |
| |
|---|
| • | 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; |
| |
|---|
| • | 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; |
| |
|---|
| • | our ability to purchase and sell assets at attractive prices and on other attractive terms; |
| |
|---|
| • | our ability to compete in markets where we do business; |
| |
|---|
| • | 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; |
| |
|---|
| • | our ability to locate and acquire attractive “greenfield” projects and our ability to finance, construct and begin operating our “greenfield” projects on schedule and within budget; |
| |
|---|
| • | our ability to enter into long-term contracts, which limit volatility in our results of operations and cash flow, such as Power Purchase Agreements (“PPA”), fuel supply, and other agreements and to manage counterparty credit risks in these agreements; |
| |
|---|
| • | variations in weather, especially mild winters and cooler summers in the areas in which we operate, low levels of wind or sunlight for our wind and solar businesses, and the occurrence of difficult hydrological conditions for our hydro-power plants, as well as hurricanes and other storms and disasters; |
| |
|---|
| • | 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; |
| |
|---|
| • | the success of our initiatives in other renewable energy projects, as well as greenhouse gas emissions reduction projects and energy storage projects; |
| |
|---|
| • | our ability to keep up with advances in technology; |
| |
|---|
| • | the potential effects of threatened or actual acts of terrorism and war; |
| |
|---|
| • | the expropriation or nationalization of our businesses or assets by foreign governments, whether with or without adequate compensation; |
| |
|---|
| • | our ability to achieve expected rate increases in our Utility businesses; |
| |
|---|
| • | changes in laws, rules and regulations affecting our international businesses; |
| |
|---|
| • | 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; |
| |
|---|
| • | 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, our solar joint venture, our other renewables projects and our initiatives in greenhouse gas reductions and energy storage, including tax incentives; |
| |
|---|
| • | changes in environmental laws, including requirements for reduced emissions of sulfur, nitrogen, carbon, mercury, hazardous air pollutants and other substances, greenhouse gas legislation, regulation and/or treaties and coal ash regulation; |
| |
|---|
| • | changes in tax laws and the effects of our strategies to reduce tax payments; |
| |
|---|
| • | the effects of litigation and government and regulatory investigations; |
| |
|---|
| • | our ability to maintain adequate insurance; |
| |
|---|
| • | decreases in the value of pension plan assets, increases in pension plan expenses and our ability to fund defined benefit pension and other post-retirement plans at our subsidiaries; |
| |
|---|
| • | 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; |
| |
|---|
| • | changes in accounting standards, corporate governance and securities law requirements; |
| |
|---|
| • | our ability to maintain effective internal controls over financial reporting; |
| |
|---|
| • | 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; |
| |
|---|
| • | the performance of business and asset acquisitions, including our acquisition of DPL Inc., and our ability to successfully integrate and operate acquired businesses and assets, such as DPL, and effectively realize anticipated benefits; and |
| |
|---|
| • | information security breaches. |
These factors in addition to others described elsewhere in this Form 10-K, including those described under Item 1A.—Risk Factors, and in subsequent securities filings, should not be construed as a comprehensive listing of factors that could cause results to vary from our forward-looking information.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.
filings.tools