AES (AES) 10-K risk factor changes: FY2015 vs FY2014
The 2015-12-31 10-K against the 2014-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A53 rewritten15 added20 removed596 unchanged
All filing items2,734 rewritten2,032 added2,278 removed4,099 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 2,032 added, 2,278 removed, 2,734 rewritten and 4,099 unchanged across 17 items that differ.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2015; struck-through words were in FY2014. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
53 rewritten, 15 added, 20 removed, 596 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
As of December 31, [removed: 2014,] [added: 2015,] we had approximately [removed: $20.9] [added: $20.8] billion of outstanding indebtedness on a consolidated basis.
Accordingly, our cash flows may not be sufficient to repay at maturity all of the outstanding debt as it becomes due and, in that event, we may not be able to borrow [removed: money, sell assets, raise equity or otherwise raise funds on acceptable terms or at all to refinance our debt as it becomes due.]
As of December 31, [removed: 2014,] [added: 2015,] we had approximately [removed: $20.9] [added: $20.8] billion of outstanding indebtedness on a consolidated basis, of which approximately [removed: $5.3] [added: $5.0] billion was recourse debt of The AES Corporation and approximately [removed: $15.6] [added: $15.8] billion was non-recourse debt.
The total debt classified as current in our [removed: consolidated balance sheets] [added: Consolidated Balance Sheets] related to such defaults was [removed: $0.9] [added: $1.0] billion as of December 31, [removed: 2014.][added: 2015.]
For a more detailed discussion of The AES [removed: Corporation’s] [added: Corporation's] cash requirements and sources of liquidity, please see Item [removed: 7.—Management’s] [added: 7.—Management's] Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity [removed: of] [added: in] this Form 10-K.
[added: As a precondition to making such project financing available, the] lending institutions may also require governmental guarantees of certain project and sovereign related risks.
The open market wholesale prices for electricity can be volatile and often reflect the fluctuating cost of fuels such as coal, natural gas or oil [added: derivative fuels] in addition to other factors described below.
Consequently, any changes in the supply and cost of coal, natural gas, or oil [added: derivative fuels] may impact the open market wholesale price of electricity.
While the Consolidated Financial Statements are reported in U.S. Dollars, the financial statements of many of our subsidiaries outside the [removed: United States] [added: U.S.] are prepared using the local currency as the functional currency and translated into U.S. Dollars by applying appropriate exchange rates.
As a result, fluctuations in the exchange rate of the U.S. Dollar relative to the local currencies where our subsidiaries outside the [removed: United States] [added: U.S.] report could cause significant fluctuations in our results.
See Item 7A.—Quantitative and Qualitative [removed: Information] Disclosures about Market Risk to this Form 10-K for further information.
[added: As part of this] strategy, we routinely utilize fixed price or indexed forward physical purchase and sales contracts, futures, financial swaps, and option contracts traded in the over-the-counter markets or on exchanges.
Stock price movements on a [removed: quarter by quarter] [added: quarter-by-quarter] basis for the past two years are [removed: set forth] [added: presented] in Item 5.—Market—Market Information of this Form 10-K.
Factors that could affect the price of our common stock in the future include general conditions in our industry, in the power markets in which we participate and in the world, including environmental and economic developments, over which we have no control, as well as developments specific to us, including, risks that could result in revenue and earnings volatility as well as other risk factors described in [removed: this] Item 1A.—Risk Factors and those matters described in Item [removed: 7.—Management’s] [added: 7.—Management's] Discussion and Analysis of Financial Conditions and Results of Operations.
| • | unwillingness of [removed: governments, government] [added: governments and their] agencies, similar organizations or other counterparties to honor their contracts; |
The volatility is caused by regulatory and economic difficulties, political instability and currency devaluations being experienced in many of these [removed: countries.]
| • | 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, [added: dam failures,] explosions, terrorist acts, cyber attacks or other similar occurrences; and |
The inability to obtain replacement equipment or parts may impact the ability of our plants to perform and could, therefore, have a material impact on our business and results [added: of operations.]
These assessments are dependent on hiring personnel on a worldwide basis with sufficient expertise in U.S. GAAP to timely and accurately comply with [removed: United States] [added: U.S.] reporting obligations.
[added: In many cases, we also limit our] exposure to fluctuations in fuel prices by entering into long-term contracts for fuel with a limited number of suppliers.
Of the thirty one [added: such] defined benefit plans, five are at [removed: United States] [added: U.S.] subsidiaries and the remaining plans are at foreign subsidiaries.
For additional information regarding the funding position of the [removed: Company’s] [added: Company's] pension plans, see Item [removed: 7.—Management’s] [added: 7.—Management's] Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting [added: Policies and] Estimates—Pension and [added: Other] Postretirement [removed: Obligations] [added: Plans] and Note 15—Benefit Plans included in Item 8.—Financial Statements and Supplementary Data included in this Form 10-K.
Successful completion depends upon overcoming substantial risks, including, but not limited to, risks relating to siting, financing, engineering and construction, permitting, governmental approvals, commissioning delays, or the potential for termination of the power sales [added: contract as a result of a failure to meet certain milestones.]
In some of our joint venture projects and [removed: businesses and at The AES Corporation,] [added: businesses,] we have granted protective rights to minority shareholders or we own less than a majority of the equity in the project or business and do not manage or otherwise control the project or business, which entails certain risks.
[removed: The control or influence exerted by our joint venture partners may] result in operational management and/or investment decisions which are different from the decisions our subsidiaries would make if they operated independently and could impact the profitability and value of these joint ventures.
As of December 31, [removed: 2014,] [added: 2015,] the Company had approximately [removed: $1.5] [added: $1.2] billion of goodwill, which represented approximately [removed: 3.7%] [added: 3.1%] of the total assets on its Consolidated Balance Sheets.
We [removed: could] [added: may] be required to evaluate the potential impairment of goodwill outside of the required annual evaluation process if we experience situations, including but not limited to: deterioration in general economic conditions, or our operating or regulatory environment; increased competitive environment; increase in fuel costs, particularly when we are unable to pass through the impact to customers; negative or declining cash flows; loss of a key contract or customer, particularly when we are unable to replace it on equally favorable terms; divestiture of a significant component of our business; or adverse actions or assessments by a regulator.
[added: Any loss or corruption of confidential or proprietary data through a breach] could impair our reputation, expose us to legal claims, or impact our ability to make collections or otherwise impact our operations, and materially adversely affect our business and results of operations.
Our [removed: inability] [added: ability] to predict, influence or respond appropriately to changes in law or regulatory schemes, including any [removed: inability] [added: ability] to obtain expected or contracted increases in electricity tariff or contract rates or tariff adjustments for increased expenses, could adversely impact our results of operations or our ability to meet publicly announced projections or [removed: analysts’] [added: analysts'] expectations.
| • | changes in environmental law which impose additional costs [removed: on] [added: or limit the dispatch of] our [added: generating facilities within our] subsidiaries; |
However, even with the exemption, the Dodd-Frank Act could still have a material adverse impact on the Company, as the regulation of derivatives (which includes capital and margin requirements for [added: non-exempt companies), could limit the availability of derivative transactions that we use to reduce interest rate, commodity and currency risks, which would increase our exposure to these risks.]
Even if derivative transactions remain available, the costs to enter into these transactions may increase, which could adversely [added: (1)] affect the operating results of certain projects; [added: (2)] cause us to default on certain types of contracts where we are contractually obligated to hedge certain risks, such as project financing agreements; [added: (3)] prevent us from developing new projects where interest rate hedging is required; [added: (4)] cause the Company to abandon certain of its hedging strategies and transactions, thereby increasing our exposure to interest rate, commodity and currency risk; [added: (5)] and/or consume substantial liquidity by forcing the Company to post cash and/or other permitted collateral in support of these derivatives.
[removed: Similarly, the FERC is encouraging the] construction of new transmission infrastructure in accordance with provisions of EPAct 2005.
Pursuant to EPAct 2005, the NERC has been certified by FERC as the Electric Reliability Organization [removed: (“ERO”)] [added: (ERO)] to develop mandatory and enforceable electric system reliability standards applicable throughout the [removed: United States] [added: U.S.] to improve the overall reliability of the electric grid.
[added: The regulatory discretion is reasonably broad in both Indiana and Ohio and includes regulation as to services and facilities, the valuation of] property, the construction, purchase, or lease of electric generating facilities, the classification of accounts, rates of depreciation, the increase or decrease in retail rates and charges, the issuance of certain securities, the acquisition and sale of some public utility properties or securities and certain other matters.
See Item 1.—Business—US SBU—U.S. [added: Businesses—U.S.] Utilities [removed: and Item 1A.—Risk Factors—We have not realized the anticipated benefits and cost savings of the DPL acquisition, and DPL continues to face business and regulatory challenges] for further information on the regulation faced by our U.S. utilities.
Changes in, or [removed: new,] [added: new development of,] environmental restrictions may force the Company to incur significant expenses or expenses that may exceed our estimates.
In [removed: 2014,] [added: 2015,] the [removed: Company’s] [added: Company's] subsidiaries operated businesses which had total CO2 emissions of approximately [removed: 78.7] [added: 67.6] million metric tonnes, approximately [removed: 41.6] [added: 27.4] million of which were emitted by businesses located in the [removed: United States] [added: U.S.] (both figures ownership adjusted).
The estimated annual CO2 emissions from fossil fuel electric power generation facilities of the [removed: Company’s] [added: Company's] subsidiaries that are in construction or development and have received the necessary air permits for commercial operations are approximately [removed: 12.5] [added: 7.8] million metric tonnes (ownership adjusted).
The non-utility, generation subsidiaries of the Company often seek to pass on any costs arising from CO2 emissions to contract counterparties, but there can be no assurance that such subsidiaries of the Company will effectively pass such costs [added: onto the contract counterparties or that the cost and burden associated with any dispute over which party bears such costs would not be burdensome and costly to the relevant subsidiaries of the Company.]
money, sell assets, raise equity or otherwise raise funds on acceptable terms or at all to refinance our debt as it becomes due.
countries.
The control or influence exerted by our joint venture partners may
Similarly, the FERC is encouraging the
In December 2015, the Parties to the United Nations Framework Convention on Climate Change ("UNFCCC") convened for the 21st Conference of the Parties in Paris, France.
The result was the so-called Paris Agreement.
We anticipate that the Paris Agreement will continue the trend towards the efforts to de-carbonize the global economy and to further limit GHG emissions, including in those countries where the Company does business.
The EPA has also promulgated a rule, the Clean Power Plan ("CPP"), that requires existing EUSGUs to begin reducing GHG emissions starting in 2022 with the full reduction requirement in 2030.
Under the CPP, states are required to develop and submit plans that establish performance standards or, through emissions trading programs, otherwise meet a state-wide emissions rate average or mass-based goal.
For further discussion of the regulation of GHG emission, including the U.S. Supreme Court's recently issued orders staying implementation of the CPP, see Item 1.—
For example, the U.S. is considering corporate tax reform that may significantly change U.S. international tax rules and corporate tax rates.
Additionally, longstanding international tax norms that determine how and where cross-border international trade is subjected to tax are evolving.
The Organization for Economic Cooperation and Development ("OECD"), in coordination with the G8 and G20, recently concluded its Base Erosion and Profit Shifting project (“BEPS") with a series of recommendations that many tax jurisdictions have adopted, or may adopt in the future, as law.
As these and other tax laws, related regulations and double-tax conventions change, our financial results could be materially impacted.
Given the unpredictability of these possible changes and their potential interdependency, it is very difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely impact our results of operations.
As a precondition to making such project financing available, the
As part of this
of operations.
In many cases, we also limit our
contract as a result of a failure to meet certain milestones.
The AES Corporation entered into a Shareholders Agreement with Terrific Investment Corporation ("Investor"), a subsidiary of China Investment Corporation, in connection with the purchase of shares from AES in 2010.
The Shareholders Agreement provides Investor with certain rights, including, without limitation, the right to nominate a Director to the Board of The AES Corporation, registration rights for the shares held by Investor, including demand registration rights and piggyback registration rights.
Further information regarding the Shareholders Agreement can be found in the agreement itself, which is filed as an exhibit to this Form 10-K.
In December of 2013, Terrific sold a significant percentage of its holdings, though it continues to hold over 8% of the Company’s outstanding shares.
In the event that Terrific determines to sell additional shares of the Company, there could be a material impact on our share price.
Any loss of confidential or proprietary data through a breach
non-exempt companies), could limit the availability of derivative transactions that we use to reduce interest rate, commodity and currency risks, which would increase our exposure to these risks.
The regulatory discretion is reasonably broad in both Indiana and Ohio and includes regulation as to services and facilities, the valuation of
onto the contract counterparties or that the cost and burden associated with any dispute over which party bears such costs would not be burdensome and costly to the relevant subsidiaries of the Company.
The parties to the United Nations Framework Convention on Climate Change are continuing to work to reach an international agreement on GHG emissions to replace the Kyoto Protocol, which expired in 2012 but which is still observed by some countries.
The United States has not ratified the Kyoto Protocol.
The EPA has also proposed rules that would apply to modified or existing EUSGUs.
Under the proposed rules, states would be judged against state-specific CO2 emissions targets beginning in 2020, with expected total U.S. power sector emissions reduction of 30% from 2005 levels by 2030.
The proposed rules requires states to implement plans to meet the standards or adopt a federal plan the EPA will propose.
For example, certain financial institutions have expressed concern about
An excerpt. Shown here: 40 of 53 rewritten, all 15 added and all 20 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2015 filing and the FY2014 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
390 rewritten, 950 added, 883 removed, 479 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
Key Topics in [removed: the Management] [added: Management's] Discussion and Analysis
| • | [added: Strategic Performance and] Overview of [removed: 2014] [added: 2015] Results [removed: and Strategic Performance] |
Overview of [removed: 2014] [added: 2015] Results and Strategic Performance
| • | Reducing complexity: By exiting businesses and markets where we do not have a competitive advantage, we [removed: have simplified] [added: are simplifying] our portfolio and [removed: reduced] [added: reducing] risk. [added: During 2015, we announced or closed $787 million in equity proceeds from the sales or sell-downs of seven businesses.] |
| • | Expanding access to capital: [removed: By] [added: We are] building strategic partnerships at the project and business level. Through these partnerships, we aim to optimize our risk-adjusted returns in our existing businesses and growth projects. By selling down portions of certain businesses, we can adjust our global exposure to commodity, fuel, country and other macroeconomic risks. Partial sell-downs of our assets can [added: also] serve to highlight [added: or enhance] the value of businesses in our portfolio. |
| • | Allocating capital in a disciplined manner: Our top priority is to maximize risk-adjusted returns to our shareholders, which we achieve by investing our discretionary cash and recycling the capital we receive from asset sales and strategic partnerships. [added: In 2015, we generated substantial cash by executing on our strategy, which we allocated in line with our capital allocation framework:] |
| [removed: •] [added: ▪] | [removed: Increased] [added: increased] our quarterly dividend by [removed: 100%,] [added: 10%,] to [removed: $0.10] [added: $0.11] per share, beginning in the first quarter of [removed: 2015] [added: 2016;] |
[removed: 2014] [added: 2015] Strategic Performance
| [added: Adjusted EPS] | Years Ended December 31, | | | | | | | | | | | [added: |]
| | [removed: 2014] | [added: 2015] | | | [removed: 2013] | [added: 2014] | | | [removed: 2012] | [added: 2013] | | [added: |]
| Diluted earnings per share from continuing operations | $ | [removed: 1.09] [added: 0.44] | | | $ | [removed: 0.38] [added: 1.09] | | | [removed: (1.27] [added: $] | [added: 0.38] | [removed: )] |
| Adjusted earnings per share (a non-GAAP measure)(1) | [removed: $] [added: 1.22] | [removed: 1.30] | | | [removed: $] [added: 1.30] | [removed: 1.29] | | | [removed: $] [added: 1.29] | [removed: 1.21] | |
[removed: Safe, Reliable and Sustainable] [added: Safe] Operations
[removed: We continue to focus on safety as] [added: Safety is] our [added: first value and a] top priority.
[removed: Our key performance indicators for] [added: | For] the [removed: years ended] [added: Years Ended] December 31, [added: | | 2015 | | | |] 2014 [removed: and] [added: | | | |] 2013 [removed: are as follows:][added: | | | | $ Change 2015 vs. 2014 | | | | $ Change 2014 vs. 2013 | | | | % Change 2015 vs. 2014 | | | % Change 2014 vs. 2013 | |]
| [added: 2015] | | [added: | |] 2014 | | | [added: |] 2013 | | | [removed: Variance 2013-2014] [added: 2015] | | [added: | | 2014 | | | | 2013 | | | 2015 | | | | 2014 | | | | 2013 | | | | |]
| [added: US] Generation | | | | [removed: | | | | | |]
| [removed: | |] Years Ended December 31, | [removed: | | | | |] [added: 2015] | | | | [added: 2014] | | | | [added: 2013] | | |
| [removed: Results of operations] | [removed: |] 2014 | | | | 2013 | | | | [removed: 2012 | | |] [added: $ Change] | [removed: % change 2014 vs. 2013] | | | % [removed: change 2013 vs. 2012] [added: Change] | |
| [removed: |] [added: Results of operations] | (in millions, except per share amounts) | | | | | | | | | | | | | | | | |
| Revenue: | | | | | | | | | | | | | | | | | | [removed: |]
| US SBU | [removed: |] $ | [removed: 3,826] [added: 3,593] | | | $ | [removed: 3,630] [added: 3,826] | | | $ | [removed: 3,736] [added: 3,630] | | | [removed: 5] [added: \-6] | % | | [removed: \-3] [added: 5] | % |
| Andes SBU | [removed: | 2,642] [added: 2,489] | | | | [removed: 2,639] [added: 2,642] | | | | [removed: 3,020] [added: 2,639] | | | | [removed: —] [added: \-6] | % | | [removed: \-13] [added: —] | % |
| Brazil SBU | [removed: | 6,009] [added: 4,666] | | | | [removed: 5,015] [added: 6,009] | | | | [removed: 5,788] [added: 5,015] | | | | [removed: 20] [added: \-22] | % | | [removed: \-13] [added: 20] | % |
| MCAC SBU | [removed: | 2,682] [added: 2,353] | | | | [removed: 2,713] [added: 2,682] | | | | [removed: 2,573] [added: 2,713] | | | | [removed: \-1] [added: \-12] | % | | [removed: 5] [added: \-1] | % |
| Europe SBU | [removed: | 1,439] [added: 1,191] | | | | [removed: 1,347] [added: 1,439] | | | | [removed: 1,344] [added: 1,347] | | | | [removed: 7] [added: \-17] | % | | [removed: —] [added: 7] | % |
| Asia SBU | [removed: | 558] [added: 684] | | | | [removed: 550] [added: 558] | | | | [removed: 733] [added: 550] | | | | [removed: 1] [added: 23] | % | | [removed: \-25] [added: 1] | % |
| Corporate and Other | [removed: | 15] [added: 31] | | | | [removed: 7] [added: 15] | | | | [removed: 9] [added: 7] | | | | [removed: 114] [added: 107] | % | | [removed: \-22] [added: 114] | % |
| Intersegment eliminations | [removed: | (25] [added: (44] | | ) | | [removed: (10] [added: (25] | | ) | | [removed: (39] [added: (10] | | ) | | [removed: \-150] [added: \-76] | % | | [removed: 74] [added: \-150] | % |
| Total Revenue | [removed: | 17,146] [added: 14,963] | | | | [removed: 15,891] [added: 17,146] | | | | [removed: 17,164] [added: 15,891] | | | | [removed: 8] [added: \-13] | % | | [removed: \-7] [added: 8] | % |
| Operating Margin: | | | | | | | | | | | | | | | | | | [removed: |]
| US SBU | [removed: | 699] [added: 621] | | | | [removed: 668] [added: 699] | | | | [removed: 711] [added: 668] | | | | [removed: 5] [added: \-11] | % | | [removed: \-6] [added: 5] | % |
| Andes SBU | [removed: | 587] [added: 618] | | | | [removed: 533] [added: 587] | | | | [removed: 580] [added: 533] | | | | [removed: 10] [added: 5] | % | | [removed: \-8] [added: 10] | % |
| Brazil SBU | [removed: | 742] [added: 600] | | | | [removed: 871] [added: 742] | | | | [removed: 969] [added: 871] | | | | [removed: \-15] [added: \-19] | % | | [removed: \-10] [added: \-15] | % |
| MCAC SBU | [removed: | 541] [added: 543] | | | | [removed: 543] [added: 541] | | | | [removed: 560] [added: 543] | | | | — | % | | [removed: \-3] [added: —] | % |
| Europe SBU | [removed: | 403] [added: 303] | | | | [removed: 415] [added: 403] | | | | [removed: 504] [added: 415] | | | | [removed: \-3] [added: \-25] | % | | [removed: \-18] [added: \-3] | % |
| Asia SBU | [removed: | 76] [added: 149] | | | | [removed: 169] [added: 76] | | | | [removed: 236] [added: 169] | | | | [removed: \-55] [added: 96] | % | | [removed: \-28] [added: \-55] | % |
| Corporate and Other | [removed: | 53] [added: 33] | | | | [removed: 25] [added: 53] | | | | [removed: (15] [added: 25] | | [removed: )] | | [removed: 112] [added: \-38] | % | | [removed: 267] [added: 112] | % |
| Intersegment eliminations | [removed: | (13] [added: (1] | | ) | | [removed: 23] [added: (13] | | [added: )] | | [removed: 38] [added: 23] | | | | [removed: \-157] [added: 92] | % | | [removed: \-39] [added: \-157] | % |
| Total Operating Margin | [removed: | 3,088] [added: 2,866] | | | | [removed: 3,247] [added: 3,088] | | | | [removed: 3,583] [added: 3,247] | | | | [removed: \-5] [added: \-7] | % | | [removed: \-9] [added: \-5] | % |
| • | SBU Performance Analysis |
In 2015, we faced tough macroeconomic headwinds, including up to 30% devaluation in some of our key currencies, including the Brazilian Real, Colombian Peso and Euro.
We also saw more than 40% declines in oil and natural gas prices, which have an impact on our businesses in the Dominican Republic, Ohio and Northern Ireland.
Additionally, Brazil's GDP continued to contract.
Despite these continuing challenging conditions, we did what we are good at — adapted to the changes in circumstances and took actions to mitigate their impact on our businesses and on our financial results.
We successfully executed on our strategy and achieved the majority of our objectives by: delivering Proportional Free Cash Flow of $1,241 million, up 39% compared to 2014, and Adjusted EPS of $1.22; prudently allocating our capital; and advancing select platform expansion projects across our portfolio.
| • | Leveraging our platforms: We are focusing our growth on platform expansions in markets where we already operate and have a competitive advantage to realize attractive risk-adjusted returns. We currently have 5,620 MW under construction, representing $7 billion in total capital expenditures, with 85% of AES' $1.2 billion in equity already funded. We expect the majority of these projects to come on-line through 2018. Beyond the projects we currently have under construction, we will continue to advance select projects from our development pipeline. |
| • | Performance excellence: We strive to be the low-cost manager of a portfolio of assets and to derive synergies and scale from our businesses. In November, we launched a $150 million cost reduction and revenue enhancement initiative. This initiative will include overhead reductions, procurement efficiencies and operational improvements. We expect to achieve at least $50 million in savings in 2016, ramping up to $150 million, including modest revenue enhancements, in 2018. |
| ◦ | Used $345 million to prepay and refinance Parent debt; |
| ◦ | returned $757 million to shareholders through share repurchases and quarterly dividends; |
| ◦ | invested $114 million in our subsidiaries, largely for projects that are currently under construction. |
Earnings Per Share and Proportional Free Cash Flow Results in 2015 (in millions, except per share amounts)
| Proportional Free Cash Flow (a non-GAAP measure)(1) | 1,241 | | | | 891 | | | | 1,271 | | |
Diluted earnings per share from continuing operations decreased by 60% to $0.44 primarily due to higher impairment expense and lower gains from sales of businesses, partially offset by lower debt extinguishment expense.
Adjusted EPS, a non-GAAP measure, decreased by 6% to $1.22 primarily due to the devaluation of foreign currencies in Latin America and Europe, the impact of lower commodity prices in certain markets, and lower demand in Brazil.
These negative impacts were partially offset by a 5% reduction in shares outstanding, lower Parent interest expense, improved hydrological conditions in Panama, and contributions from new businesses, including Mong Duong in Vietnam.
Net cash provided by operating activities increased by 19% to $2.1 billion primarily due to the timing of collections in the Dominican Republic as well as increases at the Parent Company primarily driven by lower interest payments and lower payments for capital expenditures, partially offset by collections on lower margins resulting from economic slowdown, timing of energy purchases and higher interest payments in Brazil.
Proportional free cash flow increased by 39% to $1.2 billion primarily due to the timing of collections in the Dominican Republic as well as increases at the Parent Company primarily driven by lower interest payments and lower payments for maintenance capital expenditures.
We consistently analyze and evaluate our safety performance in order to capture lessons learned and strengthen mitigation plans that improve our safety performance.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | |
| Gain on sale of businesses | 29 | | | | 358 | | | | 26 | | | | \-92 | % | | NM | |
Consolidated Revenue and Operating Margin — Executive Summary

Consolidated Revenue — Revenue decreased $2.2 billion, or 13%, to $15.0 billion in 2015 compared to $17.1 billion in 2014.
This decrease was primarily driven by unfavorable FX impacts of $2.5 billion, primarily in Brazil ($2.2 billion) and Colombia ($179 million).
Additionally, there were lower volumes at the US Utilities, primarily at DPL, and outages, milder weather, and lower demand at IPL.
Finally, there were lower prices in the Dominican Republic and El Salvador (primarily resulting from lower pass-through costs).
These decreases were partially offset by higher tariffs at Eletropaulo and Sul (including higher pass-through costs), the reversal of a contingent regulatory liability at Eletropaulo, higher capacity prices at DPL, and the commencement of principal operations at Mong Duong in April 2015.
Consolidated Operating margin — Operating margin decreased $222 million, or 7%, to $2.9 billion in 2015 compared to $3.1 billion in 2014.
This decrease was driven by unfavorable FX impacts of $368 million, primarily in Brazil ($235 million) and Colombia ($83 million).
In addition, Brazil was impacted by lower demand, lower hydrology, and higher fixed costs and the Dominican Republic was impacted by lower commodities and lower availability.
These decreases were partially offset by the impact of higher tariffs in Brazil as discussed above, lower spot prices on energy purchases at Tietê, higher generation and lower energy purchases driven by improved hydrological conditions in Panama, higher prices at Chivor driven by a strong El Niño, and higher availability at Gener and Masinloc.
This increase was driven by higher tariffs (primarily pass-through costs) at the Brazil Utilities and at IPL, higher spot prices at Tietê, and regulatory retail rate increases at DPL.
These increases were partially offset by unfavorable FX impacts of $752 million, primarily in Brazil ($630 million), Argentina ($69 million) and Colombia ($30 million).
This decrease was driven by unfavorable FX impacts of $124 million, primarily in Brazil ($97 million).
In addition, margins were negatively impacted by higher fixed costs at Eletropaulo, lower hydrology and higher spot purchase prices Tietê, and lower availability at Kilroot, Maritza, and Masinloc.
These decreases were partially offset by higher tariffs and a non-recurring 2013 charge related to the recognition of a contingent regulatory liability at Eletropaulo, and higher generation volumes and prices at Chivor.
See Item 7.—SBU Performance Analysis of this Form 10-K for additional discussion and analysis of operating results for each SBU.
| | |
| --- | --- |
| | |
| --- | --- |
| | |
| --- | --- |
| • | SBU Analysis and Non-GAAP Measures |
| | |
| --- | --- |
| | |
| --- | --- |
| | |
| --- | --- |
| | |
| --- | --- |
| • | Leveraging our platforms: Focusing our growth on platform expansions, including adjacencies, in markets where we already operate and have a competitive advantage to realize attractive risk-adjusted returns. |
| | |
| --- | --- |
| • | Performance excellence: We strive to be the low-cost manager of a portfolio of assets and to derive synergies and scale from our businesses. |
| | |
| --- | --- |
| | |
| --- | --- |
In 2014, we made significant progress on our strategy and continued to position our company for the future.
We also met our financial guidance, despite sustained poor hydrological conditions in Latin America, particularly in Brazil and Panama, where rainfall has been at some of the lowest levels recorded in many decades.
Our key achievements in 2014 were:
| | |
| --- | --- |
| • | Adjusted EPS of $1.30 and Proportional Free Cash Flow (FCF) of $891 million |
| | |
| --- | --- |
| • | Diluted EPS from continuing operations of $1.09 and net cash provided by operating activities of $1.8 billion |
| | |
| --- | --- |
| • | Returned 76% of discretionary cash to shareholders |
| | |
| --- | --- |
| | |
| --- | --- |
| • | Invested $916 million in our balance sheet, by repurchasing shares and prepaying and refinancing debt |
An excerpt. Shown here: 40 of 390 rewritten, 40 of 950 added and 40 of 883 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2015 filing and the FY2014 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
33 rewritten, 8 added, 10 removed, 47 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
[added: Overview Regarding Market Risks —] Our businesses are exposed to and proactively manage market risk.
[removed: We] operate in multiple countries and as such are subject to volatility in exchange rates at varying degrees at the subsidiary level and between our functional currency, the U.S. Dollar, and currencies of the countries in which we operate.
[removed: These] [added: The] disclosures [removed: set forth] [added: presented] in this Item 7A are based upon a number of assumptions; actual effects may differ.
For further information regarding market risk, see Item 1A.—Risk Factors, Our financial position and results of operations may fluctuate significantly due to fluctuations in currency exchange rates experienced at our foreign operations, Our businesses may incur substantial costs and liabilities and be exposed to price volatility as a result of risks associated with the electricity markets, which could have a material adverse effect on our financial performance, and We may not be adequately hedged against our exposure to changes in commodity prices or interest rates of [removed: the 2013] [added: this 2015] Form 10-K.
[added: Commodity Price Risk —] Although we prefer to hedge our exposure to the impact of market fluctuations in the price of electricity, fuels and environmental credits, some of our generation businesses operate under short-term sales or under contract sales that leave an [removed: un-hedged] [added: unhedged] exposure on some of our capacity or through imperfect fuel pass-throughs.
At our generation businesses for [removed: 2015-2017, 75% to] [added: 2016-2018,] 80% [added: to 85%] of our variable margin is hedged against changes in commodity prices.
At our utility businesses for [removed: 2015-2017, 90%] [added: 2016-2018, 85%] to [removed: 95%] [added: 90%] of our variable margin is insulated from changes in commodity prices.
For [removed: 2015,] [added: 2016,] we project pretax earnings exposure on a 10% move in commodity prices would be approximately $25 million for [added: U.S. power (DPL), less than $5 million for] natural gas, [removed: $10] [added: $5] million for oil and $10 million for coal.
[removed: Generation] [added: Spot power prices, contract indexation provisions and generation] costs can be directly [added: or indirectly] affected by movements in the price of natural gas, oil and coal.
[removed: Offsets] [added: Exposures] are not perfectly linear or symmetric.
The sensitivities are affected by a number of [removed: non-market,] [added: local] or indirect market factors.
[added: Examples of these] factors include hydrology, [added: local] energy market supply/demand balances, regional fuel supply issues, regional competition, bidding strategies and regulatory interventions such as price caps.
Additionally, at DPL, open access allows our retail customers to switch to alternative suppliers; falling energy prices may increase the rate [removed: at which our customers switch to alternative suppliers;] [added: of switching;] DPL sells generation in excess of its retail demand under short-term sales.
In the central region, the contract sales [added: generally] cover the efficient generation from our coal-fired and hydroelectric assets.
In the case of low hydroelectric generation, spot price exposure is capped by the ability to dispatch our natural gas/diesel [removed: assets.][added: assets the price of which depends on fuel pricing at the time required.]
[removed: In both regions, generators with oil or oil-linked] [added: linked] fuel generally set power prices.
In Colombia, we operate under a short-term sales strategy and have commodity exposure to [removed: un-hedged] [added: unhedged] volumes.
Under [removed: more extreme hydrological] [added: drier] conditions, the sharing mechanism may not be sufficient to cover the business' contract position, and therefore it may have to purchase power at spot prices driven by the cost of thermal generation.
In the MCAC SBU, our businesses have commodity exposure on [removed: un-hedged] [added: unhedged] volumes.
Panama is [removed: largely] [added: highly] contracted under a portfolio of fixed volume contract sales.
To the extent that sales are [removed: un-hedged,] [added: unhedged,] the commodity risk at our Kilroot business is [removed: due] to the [added: clean] dark [removed: spread --] [added: spread, which is] the difference between electricity price and our coal-based variable dispatch [removed: cost.][added: cost including emissions.]
Natural gas-fired generators set power prices for many periods, so higher natural gas prices [added: generally] expand margins and higher coal [added: or emissions] prices reduce them.
In the Asia SBU, our Masinloc business is a coal-fired generation facility which hedges its output under a portfolio of contract sales that are indexed to fuel prices, with generation in excess of contract volume [removed: sold] [added: or shortfalls of generation relative to contract volumes settled] in the spot market.
[removed: In the normal course] [added: A key component] of [removed: business, we are exposed to foreign currency risk that mainly] [added: these risks] stems from the fact that some of our foreign subsidiaries and affiliates utilize currencies other than our consolidated reporting currency, the U.S. [removed: Dollar.][added: Dollar ("USD").]
Additionally, certain of our foreign subsidiaries and affiliates have entered into monetary obligations in the [removed: U.S. Dollar] [added: USD] or currencies other than their own functional currencies.
We have varying degrees of exposure to changes in the exchange rate between the [removed: U.S. Dollar] [added: USD] and the following currencies: Argentine Peso, [removed: Brazilian Real,] British Pound, [added: Brazilian Real,] Chilean Peso, Colombian Peso, Dominican Peso, Euro, Indian Rupee, [removed: Kazakhstani] [added: Kazakhstan] Tenge, Mexican Peso and Philippine Peso.
We have entered into hedges to partially mitigate the exposure of earnings translated into the [removed: U.S. Dollar] [added: USD] to foreign exchange volatility.
The largest foreign exchange risks over a [removed: twelve-month] [added: 12-month] forward-looking period [removed: are stemming] [added: stem] from the following currencies: Argentine Peso, [added: British Pound,] Brazilian Real, Colombian Peso, [added: Euro] and [removed: Euro.][added: Kazakhstan Tenge.]
As of December 31, [removed: 2014,] [added: 2015,] assuming a 10% [removed: U.S. Dollar] [added: USD] appreciation, adjusted pretax earnings attributable to foreign subsidiaries exposed to movement in the exchange rate of the Argentine Peso, Brazilian Real, [removed: British Pound,] Colombian Peso, Euro and Kazakhstan Tenge relative to the [added: USD are projected to be reduced by approximately $5 million, British Pound — less than $5 million for 2016.]
These numbers have been produced by applying a one-time 10% [removed: U.S. Dollar] [added: USD] appreciation to forecasted exposed pretax earnings for [removed: 2015] [added: 2016] coming from the respective subsidiaries exposed to the currencies listed above, net of the impact of outstanding hedges and holding all other variables constant.
[added: Interest Rate Risks —] We are exposed to risk resulting from changes in interest rates as a result of our issuance of [added: variable and fixed-rate] debt, as well as [removed: execution of] interest rate swap, cap, floor and [removed: other] option agreements.
[removed: As of December 31, 2014, the portfolio’s pretax earnings exposure] for [removed: 2015 to a 100-basis-point increase in interest rates for] our Argentine Peso, Brazilian Real, [removed: British Pound,] Colombian Peso, Euro, Kazakhstani Tenge and [removed: U.S. Dollar] [added: USD] denominated debt would be approximately $30 million based on the impact of a one [removed: time, 100-basis-point] [added: time,100-basis-point] upward shift in interest rates on interest expense for the debt denominated in these currencies.
[removed: The] [added: These] amounts do not take into account the historical correlation between these interest rates.
We
In both regions, generators with oil or oil-
Additionally, the contract levels do not always match our generation availability and our assets may be sellers of spot prices in excess of contract levels or a net buyer in the spot market to satisfy contract obligations.
Similarly, increased wind generators displaces higher cost generation, reducing Kilroot's margins, and vice versa.
Low oil prices may be a driver of margin compression since oil affects spot power sale prices sold in the spot market.
Our Mong Duong business has minimal exposure to commodity price risk as it has no merchant exposure and fuel is subject to a pass-through mechanism.
Foreign Exchange Rate Risk — In the normal course of business, we are exposed to foreign currency risk and other foreign operations risks that arise from investments in foreign subsidiaries and affiliates.
As of December 31, 2015, the portfolio's pretax earnings exposure for 2016 to a 100-basis-point increase in interest rates
Overview Regarding Market Risks
Commodity Price Risk
Spot power prices and contract indexation provisions are affected by the same commodity price movements.
Examples of these
The positive impact on margins will be moderated if natural gas-fired generators set the market price only during certain peak periods.
At our Ballylumford facility, the regulator has the right to terminate the contract, which would impact our commodity exposure.
Foreign Exchange Rate Risk
U.S. Dollar are projected to be reduced by approximately less than $5 million, $15 million, less than $5 million, $10 million, $10 million and $5 million respectively, for 2015.
Interest Rate Risks
Most of our interest rate risk is related to non-recourse financings at our businesses where in certain cases, we execute interest rate swap, cap and floor agreements to effectively fix or limit the interest rate exposure on the underlying financing.
Item 1. BUSINESS
615 rewritten, 374 added, 454 removed, 953 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
We were incorporated in 1981 and are a diversified power generation and utility company organized into six market-oriented SBUs: [added: US (United States), Andes (Chile, Colombia, and Argentina), Brazil, MCAC (Mexico, Central America and Caribbean), Europe, and Asia.]
[added: Business Lines & SBUs —] Within our six [removed: SBUs, as discussed] [added: SBUs mentioned] above, we have two lines of business.
| SBU | [added: | Business Line | |] Generation Capacity (Gross MW) | | | Generation Facilities | | | Utility Customers | | Utility GWh | | | Utility Businesses | |
| [added: | |] Utilities | [removed: 6,520] | [added: 6,524] | | [removed: 18] | [added: 16] | | [removed: 1.1] [added: | 1.0] million | | 34,797 | | | 2 | |
| [added: Brazil — | |] Generation | [added: |] 3,298 | | | 13 | | | | | | | | | |
| [added: | |] Utilities | | | | | | | [added: |] 1.3 million | | [removed: 3,620] [added: 3,754] | | | 4 | |
| (1) | [removed: 27,595] [added: 26,912] proportional MW. Proportional MW is equal to gross MW of a generation facility [removed: times AES’] [added: multiplied by AES'] equity ownership percentage in such facility. |
In [added: September] 2011, we implemented a new strategy to maximize value for our shareholders and over the last [removed: three] [added: four] years we have made significant progress towards our goals by executing on the following pillars:
| • | Reducing Complexity. By exiting businesses and markets where we do not have a competitive advantage, we have simplified our portfolio and reduced risk. Over the past [removed: three] [added: four] years, we have sold assets to generate [removed: $3.0] [added: $3.4] billion in equity proceeds for AES, decreasing the total number of countries where we have operations from 28 to [removed: 18.] [added: 17.] We exited [added: Sri Lanka early in 2016, by selling our generation business, Kelanitissa, for $18 million. We exited] several of these markets, including Ukraine, Turkey and Africa, at opportune times, as risks for these businesses have increased since the sales, which we believe would have adversely impacted the valuations of such businesses. In [removed: 2014,] [added: 2015,] we [removed: raised $1.8 billion] [added: announced or closed $787 million] in asset sales [removed: proceeds and exited three countries.] [added: proceeds.] |
| • | Expanding Access to Capital. We have raised $2.5 billion in proceeds to AES by building strategic partnerships at the project and business level. Through these partnerships, we aim to optimize our risk-adjusted returns in our existing businesses and growth projects. By selling down portions of certain businesses, we can adjust our global exposure to commodity, fuel, country and macroeconomic risks. Partial sell-downs of our assets can serve to highlight the value of businesses in our portfolio. [removed: In 2014, we brought in partners at four of our businesses:] |
| • | Allocating Capital in a Disciplined Manner. Our top priority is to maximize risk-adjusted returns to our shareholders, which we achieve by investing our discretionary cash and recycling the capital we receive from asset sales and strategic partnerships. To that end, since September 2011 we have repurchased [removed: $985 million] [added: $1.5 billion] of our shares and benefited from a low interest rate environment, by transacting on [removed: $18] [added: $24] billion in debt deals at the Parent and our subsidiaries. These debt transactions represent [removed: $9] [added: $14] billion in refinancing and [removed: $9] [added: $10] billion in new [removed: financing] [added: financing,] and [added: we] extended the maturities on [removed: $2.9] [added: $3.4] billion in Parent debt. |
[removed: ][added: ]
Most recently, we [removed: doubled] [added: increased] our [removed: regular dividend, increasing the] quarterly [removed: payment] [added: dividend by 10%] to [removed: $0.10] [added: $0.11] per share beginning in the first quarter of [removed: 2015.][added: 2016.]
We currently own and/or operate a generation portfolio of [removed: 28,212] [added: 29,352] MW, excluding the generation capabilities of our integrated utilities.
[added: Electricity Sales Contracts —] Our generation businesses sell electricity under medium- or long-term contracts [removed: (“contract sales”)] [added: ("contract sales")] or under short-term agreements in competitive markets [removed: (“short-term sales”).][added: ("short-term sales").]
[added: Contract Sales —] Most of our generation fleet sells electricity under contracts.
When the contract does not include a fuel pass-through, we typically hedge fuel costs or enter into fuel supply agreements for a similar contract period (see discussion under [added: the] Fuel [removed: Costs).][added: Costs section below).]
These contracts are intended to reduce exposure to the volatility of fuel prices and electricity prices by linking the [added: business's revenues and costs.]
[added: Capacity Payments and Contract Sales —] Most of our contract sales include a capacity payment that covers projected fixed costs of the plant, including fixed O&M expenses and a return on capital invested.
Some of our contracted businesses also receive a regulated market-based capacity payment, which is discussed in more detail in the Capacity Payments and Short-Term Sales [removed: section.][added: section below.]
[added: Short-Term Sales —] Our other generation businesses sell power and ancillary services under short-term contracts with an average term of less than 2 years, including spot sales, directly in the short-term market, or, in some cases, at regulated prices.
[added: Capacity Payments and Short-Term Sales —] Many of the markets in which we operate include regulated capacity markets.
[added: Plant Reliability and Flexibility —] Our contract and short-term sales provide incentives to our generation plants to optimally manage availability, operating efficiency and flexibility.
In addition, our flexibility allows us to capture ancillary service [removed: revenue,] [added: revenue while] meeting local market needs.
[added: Fuel Costs —] For our thermal generation plants, fuel is a significant component of our total cost of generation.
[removed: Some] of our contracts have periodic adjustments for changes in fuel cost indices.
For further information regarding commodity price risk please see Item 7A.—Quantitative and Qualitative Disclosures about Market Risk [removed: of] [added: in] this Form 10-K.
[removed: 35%] [added: 33%] of our generation plants are fueled by natural gas.
[removed: 30%] [added: 34%] of our generation fleet is coal-fired.
In the [removed: United States,] [added: U.S.,] most of our plants are supplied from domestic coal.
[removed: 29%] [added: 28%] of our generation plants are fueled by renewables, including hydro, wind and energy storage, which do not have significant fuel costs.
[removed: 6%] [added: 5%] of our generation fleet utilizes oil, diesel and petroleum coke [removed: (“pet coke”)] [added: ("pet coke")] for fuel.
[removed: Renewable] [added: |] Generation Facilities [added: | | 12 |]
[added: Renewable Generation Facilities —] We currently own and operate [removed: 8,221] [added: 8,145] MW [removed: (4,364] [added: (4,237] proportional MW) of renewable generation, including hydro, wind, energy storage, [added: solar,] biomass and landfill gas.
[added: Seasonality, Weather Variations and Economic Activity —] Our generation businesses are affected by seasonal weather patterns throughout the year and, therefore, operating margin is not generated evenly by month during the year.
See Item 7.—Management's Discussion and [removed: Analysis, Key] [added: Analysis—Key] Trends and Uncertainties of this Form 10-K for further details of the impact of dry hydrological conditions.
[added: Fixed-Cost Management —] In our businesses with long-term contracts, the majority of the fixed operating and maintenance costs are recovered through the capacity payment.
[added: Competition —] For our businesses with medium- or long-term contracts, there is limited competition during the term of the contract.
[removed: AES’] [added: AES'] eight utility businesses distribute power to [removed: more than 10] [added: 10.5] million people in three countries.
[removed: AES’] [added: AES'] two utilities in the [removed: United States] [added: U.S.] also include generation capacity totaling [removed: 6,520] [added: 6,524] MW.
| Andes — | | Generation | | 8,141 | | | 33 | | | | | | | | | |
| | | Utilities | | | | | | | | 8.2 million | | 56,861 | | | 2 | |
| MCAC — | | Generation | | 3,239 | | | 16 | | | | | | | | | |
| Europe — | | Generation | | 6,781 | | | 12 | | | | | | | | | |
| Asia — | | Generation | | 2,290 | | | 3 | | | | | | | | | |
| | | | | 35,876 | | (1) | 111 | | | 10.5 million | | 95,412 | | | 8 | |
| • | Leveraging Our Platforms. We are focusing our growth on platform expansions in markets where we already operate and have a competitive advantage to realize attractive risk-adjusted returns. We currently have 5,620 MW under construction. These projects represent $7 billion in total capital expenditures, with 85% of AES' $1.2 billion in equity already funded, and we expect the majority of these projects to come on-line through 2018. In 2015, we brought on-line five projects for a total of 1,484 MW. This capacity includes the 1,240 MW coal-fired Mong Duong 2 facility in Vietnam, which we completed six months early and under budget. |
| • | Performance Excellence. We strive to be a low-cost manager of a portfolio of international energy assets and to derive synergies and scale from our businesses. In 2011, we set a goal to reduce our G&A expenses by $200 million by 2015, and in 2014, we achieved these reductions one year early. We recently launched a $150 million cost reduction and revenue enhancement initiative. This initiative will include overhead reductions, procurement efficiencies and operational improvements. We expect to achieve at least $50 million in savings in 2016, ramping up to $150 million, including modest revenue enhancements, in 2018. |
This dividend increase reflects our expectation that we will maintain 10% annual growth in our dividend.
Some
costs of purchased energy.
We define Proportional Free Cash Flow as cash flows from operating activities excluding capital expenditures related to service concession assets, less maintenance and non-recoverable environmental capital costs, adjusted for the estimated impact of noncontrolling interests.
Proportional Free Cash Flow in each SBU includes the effect of intercompany transactions with other SBUs except for interest, tax sharing, charges for management fees and transfer pricing.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| US SBU (1) | 2015 | | | 2014 | | | 2013 | |
| % of AES Operating Margin | 22 | % | | 23 | % | | 21 | % |
| % of AES Adjusted PTC (a non-GAAP measure) | 23 | % | | 24 | % | | 24 | % |
| % of AES Operating Cash Flow | 34 | % | | 37 | % | | 28 | % |
| % of AES Proportional Free Cash Flow (a non-GAAP measure) | 36 | % | | 46 | % | | 37 | % |
| Distributed PV - Commercial(3) | | U.S.-Various | | Solar | | 56 | | | 80%-97% | | | 2009-2015 | | 2029-2041 | | Utility, Municipality, Education, Non-Profit |
| Distributed PV - Residential(3) | | U.S.-Various | | Solar | | 9 | | | 95 | % | | 2012-2015 | | 2037-2040 | | Residential |
| Advancion Applications Center | | U.S.-PA | | Energy Storage | | 2 | | | 100 | % | | 2013 | | | | |
| | | | | | | 5,604 | | | | | | | | | | |
| (2) | Power Purchase Agreement with Direct Energy is for 80% of annual expected energy output. |
| (3) | AES operates these facilities located throughout the U.S. through management or O&M agreements as of 12/31/15. |
| Harding Street Units 5-7 (1) | | U.S.-IN | | Gas | | 630 | | | 75 | % | | 1H 2016 |
| Harding Street ES (1) | | U.S.-IN | | Energy Storage | | 20 | | | 75 | % | | 1H 2016 |
| US Total | | | | | | 3,044 | | | | | | |
| (1) | In the first quarter of 2015, La Caisse de depot et placement du Quebec ("CDPQ") invested $247 million for a 15% interest in AES US Investments, Inc. (AES US Investments), a subsidiary of AES that owns IPALCO Enterprises, Inc. ("IPALCO"). In the second quarter of 2015, CDPQ invested an additional $214 million and we expect CDPQ to invest an additional $134 million in IPALCO by 2016. After completion of this investment, CDPQ's direct and indirect interests in IPALCO will total 30%, AES will own 85% of AES US Investments, and AES US Investments will own 82.35% of IPALCO. |
| | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | |
| | | | | 1,002,000 | | | 31,112 | | | | | 6,524 | | | | | | |
| (2) | In the first quarter of 2015, CDPQ invested $247 million for a 15% interest in AES US Investments, Inc. (AES US Investments), a subsidiary of AES that owns IPALCO. In the second quarter of 2015, CDPQ invested an additional $214 million and we expect CDPQ to invest an additional $134 million in IPALCO by 2016. After completion of this investment, CDPQ's direct and indirect interests in IPALCO will total 30%, AES will own 85% of AES US Investments, and AES US Investments will own 82.35% of IPALCO. IPL plants: Eagle Valley, Georgetown, Harding Street and Petersburg. |
Two of the generating stations are primarily coal-fired; however, one of these stations is in the process of being converted to natural gas and will be fully converted in 2016.
In addition, in April 2015, IPALCO received an equity capital contribution of $214 million from the issuance of 11,818,828 shares of common stock to CDPQ for funding needs primarily related to IPL's environmental construction program, which IPALCO then made the same investment in IPL.
After the April investment, CDPQ's direct and indirect ownership interests in IPALCO totaled 25%.
CDPQ has committed to approximately $134 million of additional investments in IPALCO through 2016, which will be used primarily to help fund existing environmental and replacement generation projects at IPL.
| | |
| --- | --- |
| • | US (United States), |
| | |
| --- | --- |
| • | Andes (Chile, Colombia, and Argentina), |
| | |
| --- | --- |
| • | Brazil, |
| | |
| --- | --- |
| • | MCAC (Mexico, Central America and Caribbean), |
| | |
| --- | --- |
| • | Europe (formerly EMEA), and |
| | |
| --- | --- |
| • | Asia. |
Business Lines & SBUs
| | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | |
| US | | | | | | | | | | | | | |
| Generation | 5,825 | | | 12 | | | | | | | | | |
| Andes | | | | | | | | | | | | | |
| Generation | 8,032 | | | 32 | | | | | | | | | |
| Brazil | | | | | | | | | | | | | |
| Utilities | | | | | | | 8.0 million | | 57,274 | | | 2 | |
| MCAC | | | | | | | | | | | | | |
| Generation | 3,140 | | | 13 | | | | | | | | | |
| Europe | | | | | | | | | | | | | |
| Generation | 6,699 | | | 11 | | | | | | | | | |
| Asia | | | | | | | | | | | | | |
| Generation | 1,218 | | | 3 | | | | | | | | | |
| | 34,732 | | (1) | 102 | | | 10.4 million | | 95,691 | | | 8 | |
| | |
| --- | --- |
| | |
| --- | --- |
| | |
An excerpt. Shown here: 40 of 615 rewritten, 40 of 374 added and 40 of 454 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2015 filing and the FY2014 filing.
Item 3. LEGAL PROCEEDINGS
36 rewritten, 55 added, 35 removed, 84 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
It is reasonably possible, however, that some matters could be decided unfavorably to the Company and could require the Company to pay damages or make expenditures in amounts that could be material but cannot be estimated as of December 31, [removed: 2014.][added: 2015.]
In April 1999, the FDC found for Eletrobrás and in September 2001, Eletrobrás initiated an execution suit in the FDC to collect approximately [removed: R$1.57] [added: R$1.8] billion [removed: ($584] [added: ($458] million) from Eletropaulo (as estimated by [removed: Eletropaulo)] [added: Eletropaulo (or approximately R$2.2 billion ($571 million)) plus legal costs according to Eletrobrás as of June 2015] and a lesser amount from an unrelated company, Companhia de Transmissão de Energia Elétrica Paulista [removed: (“CTEEP”)] [added: ("CTEEP")] (Eletropaulo and CTEEP were spun off of EEDSP pursuant to its privatization in 1998).
If the FDC again [removed: finds] [added: determines that] Eletropaulo [added: is] liable for the debt, [removed: after the amount of the alleged debt is determined,] Eletrobrás will be entitled to resume the execution suit in the FDC.
If Eletrobrás does so, [added: after the amount of the alleged debt is determined,] Eletropaulo will be required to provide security for its alleged liability.
The initial decision that was upheld by the Appellate Court of the [removed: State] [added: state] of São Paulo in 2006 found that Eletropaulo should repair the alleged environmental damage by demolishing certain construction and reforesting the area, and either sponsor an environmental project which would cost approximately [removed: R$1.6] [added: R$1.8] million [removed: ($596] [added: ($461] thousand) as of December 31, [removed: 2014,] [added: 2015,] or pay an indemnification amount of approximately R$15 million [removed: ($6] [added: ($4] million).
In January 2014, Eletropaulo informed the court that it intended to comply with the [removed: court’s] [added: court's] decision by donating a green area inside a protection zone and restore watersheds, the aggregate cost of which is expected to be approximately [removed: R$1.6] [added: R$1.8] million [removed: ($596] [added: ($461] thousand).
The lawsuit remains [added: pending] before the FCSP, but [removed: the FCSP has] [added: it will remain] suspended [added: until] the [removed: lawsuit pending a decision on MPF's interlocutory appeal.]
AES Elpa and AES Brasiliana [removed: (the successor of AES Transgás)] believe they have meritorious defenses to the allegations asserted against them and will defend themselves vigorously in these proceedings; however, there can be no assurances that they will be successful in their efforts.
In March 2008, the State Attorney of the [removed: State] [added: state] of Rio Grande do Sul, Brazil filed a public civil action against AES Sul, AES Florestal and CEEE seeking an order requiring the companies to recover the contaminated area located on the grounds of the pole factory and an indemnity payment [removed: (approximately] [added: of approximately] R$6 million ($2 [removed: million))] [added: million)] to the [removed: State’s] [added: state's] Environmental Fund.
The removal costs are estimated to be approximately R$60 million [removed: ($22] [added: ($15] million) and the work was completed in February 2014.
The [removed: case is in the evidentiary stage awaiting the conclusion of the court’s expert opinion on several matters, including which of the parties had utilized the products found in the area.The] Company believes that it has meritorious defenses to the claims asserted against it and will defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts.
In March 2009, AES Uruguaiana Empreendimentos S.A. [removed: (“AESU”)] [added: ("AESU")] in Brazil initiated arbitration in the [removed: International Chamber of Commerce (“ICC”)] [added: ICC] against YPF S.A. [removed: (“YPF”)] [added: ("YPF")] seeking damages and other relief relating to [removed: YPF’s] [added: YPF's] breach of the [removed: parties’] [added: parties'] gas supply agreement [removed: (“GSA”).][added: ("GSA").]
[removed: No fines or damages have been paid to date, however, as the] [added: Administrative] proceedings [removed: in the administrative court have been] [added: followed, but were later] suspended due to the initiation of related criminal proceedings against officials of the Hydros.
The [removed: Hydros] [added: AES parties] believe they have meritorious [removed: defenses] [added: claims] and [added: defenses, which they] will assert [removed: them vigorously in these proceedings;] [added: vigorously;] however, there can be no assurances that they will be successful in their efforts.
In October 2009, AES Mérida III, S. de R.L. de C.V. [removed: (AES Mérida),] [added: ("AES Mérida"),] one of our businesses in Mexico, initiated arbitration against its fuel supplier and electricity offtaker, Comisión Federal de Electricidad [removed: (“CFE”),] [added: ("CFE"),] seeking a declaration that CFE breached the [removed: parties’ power purchase agreement (“PPA”)] [added: parties' PPA] by supplying gas that did not comply with the [removed: PPA’s] [added: PPA's] specifications.
In October 2009, IPL received a [removed: Notice of Violation (“NOV”)] [added: NOV] and Finding of Violation from the EPA pursuant to the [removed: Clean Air Act (“CAA”)] [added: CAA] Section 113(a).
The alleged violations primarily pertain to the Prevention of Significant Deterioration and nonattainment New Source Review [removed: requirements under the CAA.]
On February 11, 2011, Eletropaulo received a notice of violation from São Paulo [removed: State’s] [added: State's] Environmental Authorities for allegedly destroying [removed: 0.32119] [added: 0.32] hectares of native vegetation at the Conservation Park of Serra do Mar [removed: (“Park”),] [added: ("Park"),] without previous authorization or license.
The notice of violation asserted a fine of approximately R$1 million [removed: ($372] [added: ($256] thousand) and the suspension of Eletropaulo activities in the Park.
As a response to this administrative procedure before the São Paulo State Environmental Authorities [removed: (“São] [added: ("São] Paulo [removed: EA”),] [added: EA"),] Eletropaulo timely presented its defense on February 28, 2011 seeking to vacate the [removed: notice of violation] [added: NOV] or reduce the fine.
In December 2011, the São Paulo EA declined to vacate the [removed: notice of violation] [added: NOV] but [added: reduced the fine to R$757 thousand ($194 thousand) and] recognized the possibility of [added: an additional] 40% reduction of the fine if Eletropaulo agrees to recover the affected area with additional vegetation.
Eletropaulo [removed: has] [added: did] not [removed: appealed] [added: appeal] the decision and [removed: is now discussing] [added: discussed] the terms of a possible settlement with the São Paulo EA, including a plan to recover the affected area by primarily planting additional trees.
[removed: Eletropaulo was informed by the] [added: The] Park Administrator [removed: that the] [added: subsequently approved an] area [removed: where] [added: for] the recovery project [removed: was to be located] [added: different from the affected area, which] was no longer available.
In June 2011, the São Paulo Municipal Tax Authority (the [removed: “Municipality”)] [added: "Tax Authority")] filed 60 tax assessments in São Paulo administrative court against Eletropaulo, seeking to collect services tax [removed: (“ISS”)] [added: ("ISS")] that allegedly had not been paid on revenues for services rendered by Eletropaulo.
In October 2013, the First Instance Administrative Court determined that Eletropaulo was liable for ISS, interest, and related penalties totaling approximately [removed: R$2.95] [added: R$3.3] billion [removed: ($1 billion)] [added: ($843 million)] as estimated by Eletropaulo.
Eletropaulo [removed: has] [added: thereafter] appealed to the Second Instance Administrative [removed: Court.][added: Court ("SIAC").]
Eletropaulo believes it has meritorious defenses [removed: to the assessments] and will defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts.
In April 2013, the First Instance Administrative Court determined that AES Tietê should have calculated the taxes at the higher rate and that AES Tietê was liable for unpaid taxes, interest and penalties totaling approximately [removed: R$864] [added: R$910] million [removed: ($322] [added: ($233] million) as estimated by AES Tietê.
AES Tietê appealed to the Second Instance Administrative Court [removed: (“SAIC”).][added: (“SIAC”).]
In January 2015, the [removed: SAIC] [added: SIAC] issued a decision in AES [removed: Tietê’s] [added: Tietê's] favor, finding that AES Tietê was not liable for unpaid taxes.
The criminal proceedings include a related civil component initiated [removed: against] [added: against, among others,] Coastal Itabo, Ltd. (“Coastal”) (the AES affiliate shareholder of Itabo) and New Caribbean Investment, S.A. (“NC”) (the AES affiliate that manages Itabo).
[removed: In April 2013,] [added: The Dominican District Attorney (“DA”) thereafter admitted] the [removed: DA] [added: criminal complaint and] requested that the Dominican [removed: Camara] [added: Republic's Cámara] de Cuentas [removed: ("Camara")] [added: (“Cámara”)] perform an audit of the allegations in the criminal complaint.
Further, in August 2012, Coastal and NC initiated an international arbitration proceeding against FONPER and the Dominican [removed: Republic,] [added: Republic (“Respondents”),] seeking a declaration that Coastal and NC have acted both lawfully and in accordance with the relevant contracts with [removed: FONPER and] the [removed: Dominican Republic] [added: Respondents] in relation to the management of Itabo.
Coastal and NC further seek damages from [removed: FONPER and] the [removed: Dominican Republic] [added: Respondents] resulting from their breach of contract.
[removed: FONPER and the Dominican Republic] [added: The Respondents] have denied the claims and challenged the jurisdiction of the arbitral [removed: Tribunal.][added: tribunal.]
[removed: The] AES [removed: defendants believe they have] [added: Panama believes it has] meritorious [added: defenses to the] claims [added: asserted against it] and [removed: defenses, which they] will [removed: assert vigorously;] [added: defend itself vigorously in the lawsuits;] however, there can be no assurances that [removed: they] [added: it] will be successful in [removed: their] [added: its] efforts.
On remand at the FDC, the FDC appointed an accounting expert to analyze the issues in the case.
In September 2015, the expert issued a preliminary report that concluded that Eletropaulo is liable for the debt, without quantifying the debt.
Eletropaulo has submitted questions to the expert and reports rebutting the expert's preliminary report.
The expert will issue a final report in the near future.
Thereafter, a decision will be issued by the FDC, which will be free to reject or adopt in whole or in part the expert's
final report.
In January 2015, the Secretary of the Environment for the State of São Paulo notified Eletropaulo and the court that it would not accept Eletropaulo's proposed green areas donation.
Instead of such green areas donation, the Secretary of the Environment proposed in March 2015 that Eletropaulo undertake an environmental project to offset the alleged environmental damage.
Since March 2015, Eletropaulo and the Secretary of Environment have been working together to define an environmental project, which will be submitted for approval by the Public Prosecutor.
The cost of such project is currently estimated to be R$2 million ($512 thousand).
In April 2015, the FCA issued a decision holding that the FCSP should consider all five alleged violations.
AES Elpa and AES Brasiliana (the successor of AES Transgás) have appealed to the Superior Court of Justice.
interlocutory appeal has been finally decided.
In March 2015, AES Sul and AES Florestal submitted comments and supplementary questions regarding the expert report.
In December 2015, an Argentine court issued a decision purporting to annul the liability award.
AESU has sought reconsideration of that decision.
The damages hearing in the arbitration took place on November 16-17, 2015.
The tribunal has not issued a damages award to date.
Recently, the Antimonopoly Agency terminated its investigation of the Hydros due to the expiration of the relevant statute of limitations.
The appeal is pending before the Mexican Supreme Court.
requirements under the CAA.
The Superior Court has stayed all lawsuits but the November 2009 lawsuit.
In that lawsuit, discovery is complete on causation and exposure issues, but is ongoing on other liability issues as well as damages issues.
Based on the information they have disclosed during discovery, the plaintiffs in the November 2009 lawsuit appear to be seeking a total of approximately $30 million for life care assistance and lost earnings, additional but unspecified amounts for moral damages, and additional but unspecified damages for loss of consortium and deaths.
Also, in the November 2009 lawsuit, trial is scheduled for April 2016.
On January 23, 2015, AES Eletropaulo entered into a Recovery and Compensation Agreement with the Coordenadoria de Fiscalização Ambiental ("CFA") to restore 3.2 hectares during the course of two years, which restoration is currently estimated to cost R$592 thousand ($152 thousand).
In June 2015, the state of São Paulo Prosecutor's Office of São Bernardo do Campo decided to close its Civil Proceeding, subject to the approval of the Superior Counsel of the Public Prosecutor's Office.
Upon completion of the recovery project as approved and established in the Recovery and Compensation Agreement, AES will be entitled to a 40% reduction (R$303 thousand or $78 thousand) of the fine as legally provided.
In January 2016, the Tax Authority reduced the total amount of the ISS assessments to approximately R$228 million ($58 million).
The reduced amount of ISS remains under consideration by the SIAC.
The public prosecutor subsequently filed an appeal, which was denied as untimely.
The Tax Authority thereafter filed a motion for clarification of the SIAC's decision, which motion remains pending.
In October 2015, the Cámara issued its final report, determining that the contested actions of the AES employees were in accordance with Dominican law.
In February 2015, the Respondents made an application requesting that the tribunal rule on their jurisdictional objections prior to giving any consideration to the merits of the claims of Coastal and NC.
In August 2015, the tribunal rejected the application.
At the parties' request, the Tribunal has suspended the arbitration until July 30, 2016.
In July 2015, BTG Pactual (“BTG”) initiated arbitration against AES Tietê under the parties' PPA.
BTG claims that AES Tietê breached the PPA by purchasing more power than it was entitled to take under the PPA.
BTG seeks to recover the payments that AES Tietê received from its spot-market sales of BTG's power, totaling approximately R$30 million ($8 million).
BTG also seeks to terminate the PPA and to collect a termination payment of approximately R$560 million ($143 million).
On remand at the FDC, the FDC has appointed an accounting expert who will issue a report on the amount of the alleged debt and the responsibility for its payment in light of the privatization.
The parties will be entitled to take discovery and present arguments on the issues to be determined by the expert.
The defendant companies have until March 2015 to present their response to the report.
That challenge remains pending.
Also, there are competing decisions of the Argentine and Uruguayan courts on whether the arbitration should be suspended, including an Argentine appellate court’s decision purporting to suspend the arbitration and a Uruguayan appellate court’s decision directing the arbitration to continue.
Given the competing decisions, the Tribunal suspended the damages phase of the arbitration until February 2, 2015, at which time the Tribunal was to consider whether to lift the suspension.
Further, the Tribunal asked the parties to remove any alleged obstacles to the progress of the arbitration.
However, to date, the Tribunal has not issued an order on whether to lift the suspension.
The Agency sought an order from the administrative court requiring UK HPP to
pay an administrative fine of approximately KZT 120 million ($648 thousand) and to disgorge profits for the period at issue, estimated by the Antimonopoly Agency to be approximately KZT 440 million ($2 million).
In the course of criminal proceedings, the financial police expanded the periods at issue to the entirety of 2009 for UK HPP and from January-October 2009 for Shulbinsk HPP, and sought increased damages of KZT 1.2 billion ($6 million) from UK HPP and KZT 1.3 billion ($7 million) from Shulbinsk HPP.
The Company is not able to estimate damages, if any, at this time.
The Superior Court has stayed the six lawsuits filed between April 2010 and November 2011, and may also stay the October 2014 lawsuit.
Presently, discovery is proceeding only in the November 2009 lawsuit on causation and exposure issues.
On December 21, 2010, AES-3C Maritza East 1 EOOD, which owns a 670 MW lignite-fired power plant in Bulgaria, made the first in a series of demands on the performance bond securing the construction Contractor’s obligations under the parties’ EPC Contract.
The Contractor failed to complete the plant on schedule.
The total amount demanded by Maritza under the performance bond was approximately €155 million.
The Contractor obtained an injunction from a lower French court purportedly preventing the issuing bank from honoring the bond demands.
However, the Versailles Court of Appeal canceled the injunction in July 2011, and therefore the issuing bank paid the bond demands in full.
In addition, in December 2010, the Contractor stopped commissioning of the power plant’s two units, allegedly because of the purported characteristics of the lignite supplied to it for commissioning.
In January 2011, the Contractor initiated arbitration on its lignite claim, seeking an extension of time to complete the power plant, an increase to the contract price, and other relief, including in relation to the bond demands.
The Contractor later added claims relating to the alleged unavailability of the grid during commissioning and
Maritza's termination of the EPC Contract in March 2011.
The Contractor sought approximately €240 million ($292 million) in the arbitration, plus interest and costs.
Maritza rejected the Contractor’s claims and asserted counterclaims for delay of liquidated damages and other relief relating to the Contractor’s failure to complete the power plant and other breaches of the EPC Contract.
The evidentiary hearing took place on November 27-December 6, 2013, and January 6-17, 2014.
Closing arguments were heard on May 21-22, 2014.
In December 2014, the parties settled the dispute.
Eletropaulo has had several meetings and field inspections to settle the details of the recovery project.
The Park Administrator subsequently approved a new area for the recovery project.
Eletropaulo is currently awaiting the draft of the agreement by the environmental agency, and expects to proceed with the recovery project after reaching agreement with the environmental agency.
The Tax Authority may appeal.
The Dominican District Attorney (“DA”) has admitted the criminal complaint and is investigating the allegations set forth therein.
In September 2012, one of the individual defendants responded to the criminal complaint, denying the charges and seeking an immediate dismissal of same.
The audit is ongoing and the Camara has not issued its report to date.
An excerpt. Shown here: all 36 rewritten, 40 of 55 added and all 35 removed. The counts are complete. For every sentence, read Item 3. LEGAL PROCEEDINGS in the FY2015 filing and the FY2014 filing.
Cover and table of contents
35 rewritten, 62 added, 42 removed, 320 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
For the Fiscal Year Ended December 31, [removed: 2014][added: 2015]
[removed: ][added: ]
THE AES CORPORATION [added: FISCAL YEAR 2015 FORM 10-K]
The aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, [removed: 2014,] [added: 2015,] the last business day of the [removed: Registrant’s] [added: Registrant's] most recently completed second fiscal quarter (based on the adjusted closing sale price of [removed: $15.32] [added: $12.88] of the [removed: Registrant’s] [added: Registrant's] Common Stock, as reported by the New York Stock Exchange on such date) was approximately [removed: $10.17] [added: $8.79] billion.
The number of shares outstanding of [removed: Registrant’s] [added: Registrant's] Common Stock, par value $0.01 per share, on February 18, [removed: 2015] [added: 2016] was [removed: 702,634,251][added: 659,733,335]
Portions of [removed: Registrant’s] [added: Registrant's] Proxy Statement for its [removed: 2015] [added: 2016] annual meeting of stockholders are incorporated by reference in Parts II and III
| [ITEM 1. [removed: BUSINESS](#s8E071209631D8A32C8966B2FF1A82C2B)] [added: BUSINESS](#sACCC20053B3F5342A715EEA419C728D0)] | [removed: [5](#s8E071209631D8A32C8966B2FF1A82C2B)] [added: [5](#sACCC20053B3F5342A715EEA419C728D0)] |
| [ITEM 1A. RISK [removed: FACTORS](#s674F04A8ADB8FC42611A6B2FF4269A59)] [added: FACTORS](#sD8876B386CC352B1BCAA6C3A20925511)] | [removed: [52](#s674F04A8ADB8FC42611A6B2FF4269A59)] [added: [55](#sD8876B386CC352B1BCAA6C3A20925511)] |
| [ITEM 1B. UNRESOLVED STAFF [removed: COMMENTS](#sAE7C1055DA6A9D999C326B2FF4652A88)] [added: COMMENTS](#s54A9C49AB415555AB16BAB118E1D4562)] | [removed: [67](#sAE7C1055DA6A9D999C326B2FF4652A88)] [added: [70](#s54A9C49AB415555AB16BAB118E1D4562)] |
| [ITEM 2. [removed: PROPERTIES](#s86F5CB955D5417A0B5766B2FF478B2AA)] [added: PROPERTIES](#s6204EAE7AAE75359A973DE39155918E6)] | [removed: [67](#s86F5CB955D5417A0B5766B2FF478B2AA)] [added: [70](#s6204EAE7AAE75359A973DE39155918E6)] |
| [ITEM 3. LEGAL [removed: PROCEEDINGS](#sE7C5B2716C32F454B88F6B2FF49A2B75)] [added: PROCEEDINGS](#s4951E9E70F0151F6A4CA7A3D8C0AC4B7)] | [removed: [68](#sE7C5B2716C32F454B88F6B2FF49A2B75)] [added: [70](#s4951E9E70F0151F6A4CA7A3D8C0AC4B7)] |
| [ITEM 4. MINE SAFETY [removed: DISCLOSURES](#s35389A5FF6AC3544602D6B2FF4CD7AE7)] [added: DISCLOSURES](#sD09E3CB2B5AF54128BAAFA1E583F7882)] | [removed: [71](#s35389A5FF6AC3544602D6B2FF4CD7AE7)] [added: [75](#sD09E3CB2B5AF54128BAAFA1E583F7882)] |
| [ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#s9324503C489CAF8ACDD26B2FF51FF6D6)] [added: SECURITIES](#sEFB1C95E5B815E8EA989554B1B2A1B59)] | [removed: [72](#s9324503C489CAF8ACDD26B2FF51FF6D6)] [added: [76](#sEFB1C95E5B815E8EA989554B1B2A1B59)] |
| [ITEM 6. SELECTED FINANCIAL [removed: DATA](#sF14F3BF8AF37A73749D06B2FBBA326C8)] [added: DATA](#s06E9F35407F25C8FAE22247EB0AA3CC5)] | [removed: [73](#sF14F3BF8AF37A73749D06B2FBBA326C8)] [added: [77](#s06E9F35407F25C8FAE22247EB0AA3CC5)] |
| [ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#s77908914200ABBE208FC6B2FF66390F2)] [added: OPERATIONS](#s0CAE1C1901725A52B186D4F2C1CE364B)] | [removed: [74](#s77908914200ABBE208FC6B2FF66390F2)] [added: [78](#s0CAE1C1901725A52B186D4F2C1CE364B)] |
| [Review of Consolidated Results of [removed: Operations](#sDCC605E861F4D2A426566B2FBC057278)] [added: Operations](#sD6D2A22868D55B2888B425440E938E09)] | [removed: [77](#sDCC605E861F4D2A426566B2FBC057278)] [added: [80](#sD6D2A22868D55B2888B425440E938E09)] |
| [Capital Resources and [removed: Liquidity](#sE504C2684723B03B6EA76B2FFDEA2870)] [added: Liquidity](#sF99D086B979455F2B7F475D5888FAD11)] | [removed: [98](#sE504C2684723B03B6EA76B2FFDEA2870)] [added: [99](#sF99D086B979455F2B7F475D5888FAD11)] |
| [Critical Accounting Policies and [removed: Estimates](#sC5EC6D7E15D5C3E3C6CE6B2FFF8B696E)] [added: Estimates](#s9912AF4908A15ED4BD5B8765F0B9800C)] | [removed: [107](#sC5EC6D7E15D5C3E3C6CE6B2FFF8B696E)] [added: [113](#s9912AF4908A15ED4BD5B8765F0B9800C)] |
| [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#s70718D9495CE35314BF26B2FFFDEB734)] [added: RISK](#s30C0A3237ED2513092AF0DC568E2B6D1)] | [removed: [111](#s70718D9495CE35314BF26B2FFFDEB734)] [added: [116](#s30C0A3237ED2513092AF0DC568E2B6D1)] |
| [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#s4AC7BD916D035D285C716B3000026F87)] [added: DATA](#sAF2E631C660A51A29AD3C8709C889C56)] | [removed: [114](#s4AC7BD916D035D285C716B3000026F87)] [added: [120](#sAF2E631C660A51A29AD3C8709C889C56)] |
| [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#sABC8758D72E6CD5B73886B300909C8E1)] [added: DISCLOSURE](#sA59C48C873A251B19CC4FEA63FF08A4F)] | [removed: [177](#sABC8758D72E6CD5B73886B300909C8E1)] [added: [178](#sA59C48C873A251B19CC4FEA63FF08A4F)] |
| [ITEM 9A. CONTROLS AND [removed: PROCEDURES](#sF3A179E0F0C43FCDC31A6B300921D8AF)] [added: PROCEDURES](#sBEAC186554405151BE2DB0174F89340C)] | [removed: [177](#sF3A179E0F0C43FCDC31A6B300921D8AF)] [added: [178](#sBEAC186554405151BE2DB0174F89340C)] |
| [ITEM 9B. OTHER [removed: INFORMATION](#s72F09D5BEBE58C3C37E96B30094FABD5)] [added: INFORMATION](#sCEB70A38D14D5E00AC0773B181A80775)] | [removed: [178](#s72F09D5BEBE58C3C37E96B30094FABD5)] [added: [179](#sCEB70A38D14D5E00AC0773B181A80775)] |
| [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#s2EC67DFC1D2C80FEE27A6B3009A1D9DE)] [added: GOVERNANCE](#s83A96FBA2AE85EAD8237E68D6AD830D3)] | [removed: [179](#s2EC67DFC1D2C80FEE27A6B3009A1D9DE)] [added: [180](#s83A96FBA2AE85EAD8237E68D6AD830D3)] |
| [ITEM 11. EXECUTIVE [removed: COMPENSATION](#s349C1BFF07F2147B22C06B3009C3E0A0)] [added: COMPENSATION](#sB00B1560D0D253A7ABF7AEAB0C5989A7)] | [removed: [179](#s349C1BFF07F2147B22C06B3009C3E0A0)] [added: [180](#sB00B1560D0D253A7ABF7AEAB0C5989A7)] |
| [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#s0907DFF707098116EF196B2FC25B2626)] [added: MATTERS](#s482E6391E40B5A25B3FA3518CBEDB328)] | [removed: [179](#s0907DFF707098116EF196B2FC25B2626)] [added: [180](#s482E6391E40B5A25B3FA3518CBEDB328)] |
| [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#sC259B58CFF6BEAD5AF8E6B300A16D91E)] [added: INDEPENDENCE](#sAA1D3810143A548786FF5D7A6FE1EFB5)] | [removed: [180](#sC259B58CFF6BEAD5AF8E6B300A16D91E)] [added: [181](#sAA1D3810143A548786FF5D7A6FE1EFB5)] |
| [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#s06477875F85EC8031D646B300A492B9B)] [added: SERVICES](#s9594A33DFF985D869E0C42C2237675C8)] | [removed: [180](#s06477875F85EC8031D646B300A492B9B)] [added: [181](#s9594A33DFF985D869E0C42C2237675C8)] |
| [removed: [ITEM] [added: [PART IV - ITEM] 15. EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#s0D0FDD9D8D015181DBB36B300A9CC39C)] [added: SCHEDULES](#s324E2AEA70C357559B47FD69B1F9CEBA)] | [removed: [181](#s0D0FDD9D8D015181DBB36B300A9CC39C)] [added: [182](#s779B7EFE6E9553A6B6E6927A154AC3F3)] |
| EVN | [removed: Vietnam] Electricity [added: of Vietnam] |
| NEK | [removed: Natsionala] [added: Natsionalna] Elektricheska Kompania (state-owned electricity public supplier in Bulgaria) |
| OPGC | Odisha Power Generation [removed: Corporation] [added: Corporation, Ltd.] |
| [removed: RC&OA] [added: RCOA] | Retail Competition [removed: and] [added: &] Open Access |
| Vinacomin | Vietnam National Coal-Mineral Industries [removed: Group] [added: Holding Corporation Ltd.] |
| • | decreases in the value of pension plan assets, increases in pension plan expenses and our ability to fund defined benefit pension and other [removed: post retirement] [added: postretirement] plans at our subsidiaries; |
10-K 1 a2015form10-k.htm 10-K
| [Glossary of Terms](#s0E64B1C382C153E58B63FED7A327D80E) | [1](#s442EA931F5DA58AF8F0C4DA95F1832CD) |
| [PART I](#s435C1C8D52BC5574861259E9888BBBEF) | [4](#s435C1C8D52BC5574861259E9888BBBEF) |
| [PART II](#sB3E033A3EBBC5091B91E996B73A95779) | [76](#sB3E033A3EBBC5091B91E996B73A95779) |
| [Overview of 2015 Results and Strategic Performance](#sD85F834CEAC45121929A267932F024C6) | [78](#sD85F834CEAC45121929A267932F024C6) |
| [SBU Performance Analysis](#s254BF3C899B058E3918979620FD71E6C) | [85](#s254BF3C899B058E3918979620FD71E6C) |
| [Key Trends and Uncertainties](#s19FE270D08B25ADCAEC1073F10D69C2B) | [96](#s19FE270D08B25ADCAEC1073F10D69C2B) |
| [Consolidated Balance Sheets](#s653ABFED1CB55EE795C5C4618104C71B) | [121](#s653ABFED1CB55EE795C5C4618104C71B) |
| [Consolidated Statements of Operations](#s49E0472C57145E2C94D634BEDD92DB78) | [122](#s49E0472C57145E2C94D634BEDD92DB78) |
| [Consolidated Statements of Comprehensive Income](#s82BFB4DDF88C559C8B34BC426003C8E1) | [123](#s82BFB4DDF88C559C8B34BC426003C8E1) |
| [Consolidated Statements of Changes in Equity](#s5ABAFF7253595FA7890C78E9501C96F2) | [124](#s5ABAFF7253595FA7890C78E9501C96F2) |
| [Consolidated Statements of Cash Flows](#sBB723081D9A058E38183470FEEC48A94) | [125](#sBB723081D9A058E38183470FEEC48A94) |
| [Note 1 - General and Summary of Significant Accounting Policies](#sC05C031DD7005FEA8F72EBF5FA6043D1) | [126](#sC05C031DD7005FEA8F72EBF5FA6043D1) |
| [Note 2 - Inventory](#s05C5BAA57ECD5B9F95F5E449E8D65652) | [136](#s05C5BAA57ECD5B9F95F5E449E8D65652) |
| [Note 3 - Property, Plant and Equipment](#s5DBF91FAB7915B09A890DCFEA97C07DE) | [136](#s5DBF91FAB7915B09A890DCFEA97C07DE) |
| [Note 4 - Fair Value](#s562C30AB8FF55F68B7C86B4A3614DE70) | [137](#s562C30AB8FF55F68B7C86B4A3614DE70) |
| [Note 5 - Investments in Marketable Securities](#sD3E4496749EA50FD9F7B69D3ADA153CE) | [141](#sD3E4496749EA50FD9F7B69D3ADA153CE) |
| [Note 6 - Derivative Instruments and Hedging Activities](#s7C05719F795D52BBAFB72236C21B5A4D) | [141](#s7C05719F795D52BBAFB72236C21B5A4D) |
| [Note 7 - Financing Receivables](#s03FF3C8E3608542D9DC89A57C1EFE895) | [143](#s03FF3C8E3608542D9DC89A57C1EFE895) |
| [Note 8 - Investments in and Advances to Affiliates](#s7E1957774FCC5C709260881218C49EAC) | [144](#s7E1957774FCC5C709260881218C49EAC) |
| [Note 9 - Other Non-Operating Expense](#s936CE787693C5856A03B834696A8D4A0) | [146](#s936CE787693C5856A03B834696A8D4A0) |
| [Note 10 - Goodwill and Other Intangible Assets](#s7E9AB3FC59495AA989EC86DB290CF879) | [147](#s7E9AB3FC59495AA989EC86DB290CF879) |
| [Note 11 - Regulatory Assets and Liabilities](#s445F95D634D55AB987C01C670747EA19) | [149](#s445F95D634D55AB987C01C670747EA19) |
| [Note 12 - Debt](#s4CD72B06355059029DA0683003B18E11) | [150](#s4CD72B06355059029DA0683003B18E11) |
| [Note 13 - Commitments](#s3F5FDC332D6257379E36B50201AA945C) | [153](#s3F5FDC332D6257379E36B50201AA945C) |
| [Note 14 - Contingencies](#s0C108A93BB785419A1A0BD8DCDC326A8) | [154](#s0C108A93BB785419A1A0BD8DCDC326A8) |
| [Note 15 - Benefit Plans](#s730FA96E94685438A4972F02AA24D95E) | [155](#s730FA96E94685438A4972F02AA24D95E) |
| [Note 16 - Equity](#s4B520A89B7305D6D893F85BE19932B65) | [158](#s4B520A89B7305D6D893F85BE19932B65) |
| [Note 17 - Segment and Geographic Information](#sD9418B5A2AF45C928336F6BEF48019F1) | [161](#sD9418B5A2AF45C928336F6BEF48019F1) |
| [Note 18 - Share-Based Compensation](#s4D26383353E55585BE9645855A8EA807) | [163](#s4D26383353E55585BE9645855A8EA807) |
| [Note 19 - Redeemable Stock of Subsidiaries](#sB10BD667A3735CE7884BC295E51DDB6F) | [166](#sB10BD667A3735CE7884BC295E51DDB6F) |
| [Note 20 - Other Income and Expense](#sC460F2F0217259A0B3B0A65205D21A31) | [167](#sC460F2F0217259A0B3B0A65205D21A31) |
| [Note 21 - Asset Impairment Expense](#s7592AFD5309A52B88E5AF2804231D5AF) | [167](#s7592AFD5309A52B88E5AF2804231D5AF) |
| [Note 22 - Income Taxes](#sF1C0C8CC2D2C5EB2B4931D4E7952CFEA) | [169](#sF1C0C8CC2D2C5EB2B4931D4E7952CFEA) |
| [Note 23 - Discontinued Operations](#s9EB5F14D341C5413A29832CB0ADE9B84) | [171](#s9EB5F14D341C5413A29832CB0ADE9B84) |
| [Note 24 - Dispositions and Held-For-Sale Businesses](#s50151546A1ED500D8DB834F40A9FB1DF) | [172](#s50151546A1ED500D8DB834F40A9FB1DF) |
| [Note 25 - Acquisitions](#s0e3640b174a9400ca75f680e1bff0710) | [173](#s0e3640b174a9400ca75f680e1bff0710) |
| [Note 26 - Earnings Per Share](#s5218F1B88B5054C5B436BAE6A3C1A41A) | [173](#s5218F1B88B5054C5B436BAE6A3C1A41A) |
| [Note 27 - Risks and Uncertainties](#s7B842B42637F5E4FAB0C93C64B235090) | [174](#s7B842B42637F5E4FAB0C93C64B235090) |
| [Note 28 - Related Party Transactions](#s8B7F0671E45D5D0CA23386690C99E719) | [176](#s8B7F0671E45D5D0CA23386690C99E719) |
10-K 1 a2014form10-k.htm 10-K
FISCAL YEAR 2014 FORM 10-K
| [Glossary of Terms](#sFCE67426DF6CD56109816B2FF1382A68) | [1](#s1dfba359bc5442ba9b48b727a2d5300d) |
| [PART I](#s7AE387851A83A4E788EB6B2FF159B4FB) | [4](#s7AE387851A83A4E788EB6B2FF159B4FB) |
| [Overview](#s5B3E9845EA901BC505556B2FCD1D8F7D) | [5](#s5B3E9845EA901BC505556B2FCD1D8F7D) |
| [Our Organization and Segments](#s607479B0426603CD27336B2FF206F777) | [11](#s607479B0426603CD27336B2FF206F777) |
| [Customers](#s2573FA69888237FF76866B2FF38797CC) | [50](#s2573FA69888237FF76866B2FF38797CC) |
| [Employees](#sF2F1422DBB5D8436A96B6B2FF3A08F08) | [50](#sF2F1422DBB5D8436A96B6B2FF3A08F08) |
| [Executive Officers](#s67AEAA34CBF312E8D2AD6B2FF3D30488) | [50](#s67AEAA34CBF312E8D2AD6B2FF3D30488) |
| [How to Contact AES and Sources of Other Information](#s263A809C39EB14AE50AD6B2FF3F2EF3F) | [52](#s263A809C39EB14AE50AD6B2FF3F2EF3F) |
| [PART II](#s3D842A9314C9E48C13FA6B2FF4ED6B0F) | [72](#s3D842A9314C9E48C13FA6B2FF4ED6B0F) |
| [Recent Sale of Unregistered Securities](#sC2B43BC76476A87EDA006B2FF541D182) | [72](#sC2B43BC76476A87EDA006B2FF541D182) |
| [Purchases of Equity Securities by the Issuer and Affiliated Purchasers](#sB682CB22DFA2F40A7D516B2FD20F3A1F) | [72](#sB682CB22DFA2F40A7D516B2FD20F3A1F) |
| [Market Information](#s561D53340135DAAED15B6B2FF5960706) | [72](#s561D53340135DAAED15B6B2FF5960706) |
| [Dividends](#sE25578C306447A755EC76B2FF5C725B7) | [72](#sE25578C306447A755EC76B2FF5C725B7) |
| [Holders](#sBAA1AEA23422AF4856BB6B2FF5E81F1F) | [72](#sBAA1AEA23422AF4856BB6B2FF5E81F1F) |
| [Overview of Our Business](#sB10FED507FA6FB583ADB6B2FF67133EC) | [74](#sB10FED507FA6FB583ADB6B2FF67133EC) |
| [Non-GAAP Measures](#s62D2B5DF3C86C089C2676B2FAF0795EA) | [84](#s62D2B5DF3C86C089C2676B2FAF0795EA) |
| [New Accounting Pronouncements](#sC52D1D7F9FD3DC4A5DD16B2FFFAAFB31) | [111](#sC52D1D7F9FD3DC4A5DD16B2FFFAAFB31) |
| [PART III](#s6748AD2008B4ABD353886B30096FCA92) | [179](#s6748AD2008B4ABD353886B30096FCA92) |
| [PART IV](#s0360EB4C4C13E9F6C1A16B300A69BF36) | [181](#s0360EB4C4C13E9F6C1A16B300A69BF36) |
| [SIGNATURES](#s3556A3F5DCB6256452336B2FC8DD165F) | [184](#s3556A3F5DCB6256452336B2FC8DD165F) |
| APS | Attributed Profit System |
| CA | Commercial Availability |
| CAIR | Clean Air Interstate Rule |
| CCB | Coal Combustion Byproducts |
| CEEE | Companhia Estadual de Energia |
| CREG | Energy and Gas Regulation Commission |
| CVA | Credit Valuation Adjustment |
| DAREM | Kazakhstan regulator |
| DPLE | DPL Energy, LLC |
| ED | East Kazakhstan Ecology Department |
| ESP | Electric Service Plan |
| ESPS | Existing Source Performance Standards |
| HAP | Hazardous Air Pollutant |
| MINT | Kazakhstan Ministry of Industry and New Technology |
| NESHAP | National Emissions Standards for Hazardous Air Pollutants |
| NIE | Northern Ireland Electricity |
| NODA | Notice of Data Availability |
| RCRA | Resource Conservation and Recovery Act |
An excerpt. Shown here: all 35 rewritten, 40 of 62 added and 40 of 42 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2015 filing and the FY2014 filing.
Item 2. PROPERTIES
1 rewritten, 0 added, 0 removed, 3 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
With a few exceptions, our facilities, which are described in Item [removed: 1] [added: 1—Business] of this Form 10-K, are subject to mortgages or other liens or encumbrances as part of the [removed: project’s] [added: project's] related finance facility.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
19 rewritten, 6 added, 5 removed, 28 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
In [removed: July 2014,] [added: October 2015,] the [removed: Company’s] [added: Company's] Board of Directors approved an increase of [removed: $140] [added: $400] million to the stock repurchase program (the [removed: “Program”)] [added: "Program")] under which the Company can repurchase AES common stock.
During the year ended December 31, [removed: 2014,] [added: 2015,] the Company repurchased [removed: 21,900,246] [added: 39.7 million] shares of its common stock [removed: under the Program] at a total cost of [removed: $308 million.][added: $482 million under the existing stock repurchase program.]
[removed: At December 31, 2014, the] [added: The] cumulative [removed: repurchases under] [added: repurchase from] the [added: commencement of the] Program [removed: totaled 105,912,477] [added: in July 2010 through December 31, 2015 is 145.6 million] shares at a total cost of [removed: $1.3] [added: $1.8] billion, at an average price per share of [removed: $12.37] [added: $12.31] (including a nominal amount of commissions).
The following table presents information regarding repurchases made by The AES Corporation of its common stock in the fourth quarter of [removed: 2014.][added: 2015.]
Our common stock is currently traded on the NYSE under the symbol [removed: “AES.”] [added: "AES."] The closing price of our common stock as reported by the NYSE on February 18, [removed: 2015,] [added: 2016,] was [removed: $11.83] [added: $9.70] per share.
The Company repurchased [added: 39,684,131,] 21,900,246, [removed: 25,297,042,] and [removed: 24,790,384] [added: 25,297,042] shares of its common stock in [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.
The following tables [removed: set forth] [added: present] the high and low [removed: stock] [added: intraday sale] prices [added: of our common stock] and cash dividends declared for the periods indicated:
| | Sales [removed: Prices] [added: Price] | | | | | | | | Cash Dividends | | | | Sales [removed: Prices] [added: Price] | | | | | | | | Cash Dividends | | |
| First Quarter | $ | [removed: 14.94] [added: 13.87] | | | $ | [removed: 13.42] [added: 11.53] | | | $ | — | | | $ | [removed: 12.73] [added: 14.94] | | | $ | [removed: 10.66] [added: 13.42] | | | $ | — | |
| Second Quarter | [removed: 15.65] [added: 14.02] | | | | [removed: 13.42] [added: 12.64] | | | | [removed: 0.05] [added: 0.10] | | | | [removed: 14.00] [added: 15.65] | | | | [removed: 11.17] [added: 13.42] | | | | [removed: 0.08] [added: 0.05] | | |
| Third Quarter | [removed: 15.64] [added: 13.40] | | | | [removed: 14.01] [added: 9.42] | | | | [removed: 0.05] [added: 0.10] | | | | [removed: 13.77] [added: 15.64] | | | | [removed: 11.62] [added: 14.01] | | | | [removed: —] [added: 0.05] | | |
| Fourth Quarter | [removed: 14.49] [added: 11.21] | | | | [removed: 12.38] [added: 8.76] | | | | [removed: 0.15] [added: 0.21] | | | | [removed: 15.54] [added: 14.49] | | | | [removed: 13.16] [added: 12.38] | | | | [removed: 0.09] [added: 0.15] | | |
The Company commenced a quarterly cash dividend of $0.04 per share beginning in the fourth quarter of 2012, which [removed: was] increased to $0.05 per share beginning in the fourth quarter of [removed: 2013.][added: 2013, and increased to $0.10 per share in the fourth quarter of 2014.]
During the fourth quarter of [removed: 2014,] [added: 2015,] the Board of Directors voted to increase the quarterly dividend to [removed: $0.10] [added: $0.11] per share, beginning in the first quarter of [removed: 2015.][added: 2016.]
There can be no assurance that the AES Board will declare [removed: the] [added: a] dividend [added: in the future] or, if declared, the amount of any dividend.
Our [removed: project subsidiaries’] [added: subsidiaries'] ability to declare and pay cash dividends to us is also subject to certain limitations contained in the project loans, governmental provisions and other agreements to which our [removed: project] subsidiaries are subject.
As of February 18, [removed: 2015,] [added: 2016,] there were approximately [removed: 4,980] [added: 4,702] record holders of our common stock.
[removed: ][added: ]
The five year total return chart assumes $100 invested on December 31, [removed: 2009] [added: 2010] in AES Common Stock, the S&P 500 Index and the S&P 500 Utilities Index.
| 10/1/2015 - 10/31/15 | | 1,598,910 | | | $ | 10.03 | | | 1,598,910 | | | $ | 400,312,942 | |
| 11/1/2015 - 11/30/15 | | 1,584,932 | | (1) | 10.02 | | | | 1,564,682 | | | 385,040,330 | | |
| 12/1/2015 - 12/31/15 | | 4,495,268 | | | 9.35 | | | | 4,495,268 | | | 343,035,214 | | |
| Total | | 7,679,110 | | | | | | | 7,658,860 | | | | | |
(1) Includes 20,250 shares purchased by an executive of the Company in November 2015 that were not under the publicly announced stock repurchase program.
| | 2015 | | | | | | | | | | | | 2014 | | | | | | | | | | |
| 10/1/2014 - 10/31/14 | | 2,960,908 | | | 14.19 | | | | 2,960,908 | | | $ | 149,877,967 | |
| 11/1/2014 - 11/30/14 | | 3,106,165 | | | 13.66 | | | | 3,106,165 | | | 107,463,716 | | |
| 12/1/2014 - 12/31/14 | | 6,149,073 | | | 13.67 | | | | 6,149,073 | | | 23,481,022 | | |
| Total | | 12,216,146 | | | $ | 13.79 | | | 12,216,146 | | | | | |
| | 2014 | | | | | | | | | | | | 2013 | | | | | | | | | | |
Item 6. SELECTED FINANCIAL DATA
24 rewritten, 9 added, 6 removed, 18 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
The following table [removed: sets forth] [added: presents] our selected financial data as of the dates and for the periods indicated.
The selected financial data for each of the years in the five year period ended December 31, [removed: 2014] [added: 2015] have been derived from our audited Consolidated Financial Statements.
Please refer to [removed: Footnote] [added: Note] 1 in Item 8.—Financial Statements and Supplementary Data of this Form 10-K for further explanation.
Please also refer to Item 1A.—Risk Factors of this Form 10-K and Note [removed: 26—Risks] [added: 27—Risks] and Uncertainties to the Consolidated Financial Statements included in Item 8.—Financial Statements and Supplementary Data of this Form 10-K for certain risks and uncertainties that may cause the data reflected herein not to be indicative of our future financial condition or results of operations.
| [removed: Statement of Operations Data] | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011(1)] [added: 2012] | | | | [removed: 2010] [added: 2011(1)] | | |
| Revenue | $ | [removed: 17,146] [added: 14,963] | | | $ | [removed: 15,891] [added: 17,146] | | | $ | [removed: 17,164] [added: 15,891] | | | $ | [removed: 16,098] [added: 17,164] | | | $ | [removed: 14,644] [added: 16,098] | |
| Income (loss) from continuing operations(2) | [added: 762 | | | |] 1,176 | | | | 730 | | | | (420 | | ) | | 1,602 | | | [removed: | 1,420 | | |]
| Income (loss) from continuing operations attributable to The AES Corporation, net of tax | [added: 306 | | | |] 789 | | | | 284 | | | | (960 | | ) | | 506 | | | [removed: | 457 | | |]
| Discontinued operations, net of tax | [removed: (20] [added: —] | | [removed: )] | | [removed: (170] [added: (20] | | ) | | [removed: 48] [added: (170] | | [added: )] | | [removed: (448] [added: 48] | | [removed: )] | | (448 | | ) |
| Net income (loss) attributable to The AES Corporation | $ | [removed: 769] [added: 306] | | | $ | [removed: 114] [added: 769] | | | $ | [removed: (912] [added: 114] | [removed: )] | | $ | [removed: 58] [added: (912] | [added: )] | | $ | [removed: 9] [added: 58] | |
| Income (loss) from continuing operations attributable to The AES Corporation, net of tax | $ | [removed: 1.10] [added: 0.45] | | | $ | [removed: 0.38] [added: 1.10] | | | $ | [removed: (1.27] [added: 0.38] | [removed: )] | | $ | [removed: 0.65] [added: (1.27] | [added: )] | | $ | [removed: 0.59] [added: 0.65] | |
| Discontinued operations, net of tax | [removed: (0.03] [added: —] | | [removed: )] | | [removed: (0.23] [added: (0.03] | | ) | | [removed: 0.06] [added: (0.23] | | [added: )] | | [removed: (0.58] [added: 0.06] | | [removed: )] | | (0.58 | | ) |
| Basic earnings (loss) per share | $ | [removed: 1.07] [added: 0.45] | | | $ | [removed: 0.15] [added: 1.07] | | | $ | [removed: (1.21] [added: 0.15] | [removed: )] | | $ | [removed: 0.07] [added: (1.21] | [added: )] | | $ | [removed: 0.01] [added: 0.07] | |
| Income (loss) from continuing operations attributable to The AES Corporation, net of tax | $ | [removed: 1.09] [added: 0.44] | | | $ | [removed: 0.38] [added: 1.09] | | | $ | [removed: (1.27] [added: 0.38] | [removed: )] | | $ | [removed: 0.65] [added: (1.27] | [added: )] | | $ | [removed: 0.59] [added: 0.65] | |
| Discontinued operations, net of tax | [removed: (0.03] [added: —] | | [removed: )] | | [removed: (0.23] [added: (0.03] | | ) | | [removed: 0.06] [added: (0.23] | | [added: )] | | [removed: (0.58] [added: 0.06] | | [removed: )] | | (0.58 | | ) |
| Diluted earnings (loss) per share | $ | [removed: 1.06] [added: 0.44] | | | $ | [removed: 0.15] [added: 1.06] | | | $ | [removed: (1.21] [added: 0.15] | [removed: )] | | $ | [removed: 0.07] [added: (1.21] | [added: )] | | $ | [removed: 0.01] [added: 0.07] | |
| Dividends Declared Per Common Share | $ | [removed: 0.25] [added: 0.41] | | | [removed: 0.17] [added: 0.25] | | | | [removed: 0.08] [added: 0.17] | | | | [removed: —] [added: 0.08] | | | | — | | |
| Total assets | $ | [removed: 38,966] [added: 36,850] | | | $ | [removed: 40,411] [added: 38,966] | | | $ | [removed: 41,830] [added: 40,411] | | | $ | [removed: 45,346] [added: 41,830] | | | $ | [removed: 40,511] [added: 45,346] | |
| Non-recourse debt (noncurrent) | [removed: 13,618] [added: 13,263] | | | | [removed: 13,318] [added: 13,618] | | | | [removed: 12,265] [added: 13,318] | | | | [removed: 13,261] [added: 12,265] | | | | [removed: 10,986] [added: 13,261] | | |
| Non-recourse debt (noncurrent)—Discontinued operations | — | | | | [removed: 124] [added: —] | | | | [removed: 322] [added: 124] | | | | [removed: 1,369] [added: 322] | | | | [removed: 1,558] [added: 1,369] | | |
| Recourse debt (noncurrent) | [removed: 5,107] [added: 5,015] | | | | [removed: 5,551] [added: 5,107] | | | | [removed: 5,951] [added: 5,551] | | | | [removed: 6,180] [added: 5,951] | | | | [removed: 4,149] [added: 6,180] | | |
| Retained earnings (accumulated deficit) | [added: 143 | | | |] 512 | | | | (150 | | ) | | (264 | | ) | | 678 | | | [removed: | 620 | | |]
| The AES Corporation [removed: stockholders’] [added: stockholders'] equity | [removed: 4,272] [added: 3,149] | | | | [removed: 4,330] [added: 4,272] | | | | [removed: 4,569] [added: 4,330] | | | | [removed: 5,946] [added: 4,569] | | | | [removed: 6,473] [added: 5,946] | | |
| (2) | Includes pretax impairment expense of [added: $602 million,] $383 million, $596 million, $1.9 billion, [removed: $272 million,] and [removed: $332] [added: $272] million for the years ended December 31, [added: 2015,] 2014, 2013, [removed: 2012, 2011] [added: 2012] and [removed: 2010,] [added: 2011,] respectively. See Note 9—Other Non-Operating Expense, Note 10—Goodwill and Other Intangible Assets and Note 21—Asset Impairment Expense included in Item 8.—Financial Statements and Supplementary Data of this Form 10-K for further information. |
| Statement of Operations Data for the Years Ended December 31: | (in millions, except per share amounts) | | | | | | | | | | | | | | | | | | |
| Cash Flow Data for the Years Ended December 31: | | | | | | | | | | | | | | | | | | | |
| Net cash provided by operating activities | $ | 2,134 | | | $ | 1,791 | | | $ | 2,715 | | | $ | 2,901 | | | $ | 2,884 | |
| Net cash used in investing activities | (2,366 | | ) | | (656 | | ) | | (1,774 | | ) | | (895 | | ) | | (4,906 | | ) |
| Net cash provided by (used in) financing activities | 28 | | | | (1,262 | | ) | | (1,136 | | ) | | (1,867 | | ) | | 1,412 | | |
| Total (decrease) increase in cash and cash equivalents | (277 | | ) | | (103 | | ) | | (258 | | ) | | 276 | | | | (736 | | ) |
| Cash and cash equivalents, ending | 1,262 | | | | 1,539 | | | | 1,642 | | | | 1,900 | | | | 1,624 | | |
| Balance Sheet Data at December 31: | | | | | | | | | | | | | | | | | | | |
| Redeemable stock of subsidiaries | 538 | | | | 78 | | | | 78 | | | | 78 | | | | 78 | | |
| | Years Ended December 31, | | | | | | | | | | | | | | | | | | |
| | (in millions, except per share amounts) | | | | | | | | | | | | | | | | | | |
| | December 31, | | | | | | | | | | | | | | | | | | |
| Balance Sheet Data: | 2014 | | | | 2013 | | | | 2012 | | | | 2011(1) | | | | 2010 | | |
| | (in millions) | | | | | | | | | | | | | | | | | | |
| Cumulative preferred stock of subsidiaries | 78 | | | | 78 | | | | 78 | | | | 78 | | | | 60 | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1,350 rewritten, 527 added, 707 removed, 1,267 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
We have audited the accompanying consolidated balance sheets of The AES Corporation as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, [removed: 2014.][added: 2015.]
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The AES Corporation at December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2014,] [added: 2015,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The AES Corporation’s internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 25, 2015] [added: 23, 2016] expressed an unqualified opinion thereon.
[added: | |] THE AES CORPORATION [added: STOCKHOLDERS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
DECEMBER 31, [removed: 2014] [added: 2015, 2014,] AND 2013
| | [added: 2015] | [added: | | |] 2014 | | | | 2013 | | |
| | [removed: |] (in millions, except share and per share data) | | | | | | |
| ASSETS | | | | | | | | [removed: |]
| CURRENT ASSETS | | | | | | | | [removed: |]
| Cash and cash [removed: equivalents | | $] [added: equivalents, beginning] | 1,539 | | | [removed: $] | 1,642 | | [added: | | 1,900 | | |]
| Restricted cash | [removed: | 283] [added: 295] | | | | [removed: 597] [added: 283] | | |
| Short-term investments | [removed: | 709] [added: 484] | | | | [removed: 668] [added: 709] | | |
| Accounts receivable, net of allowance for doubtful accounts of [removed: $96] [added: $95] and [removed: $134,] [added: $96,] respectively | [removed: | 2,709] [added: 2,473] | | | | [removed: 2,363] [added: 2,709] | | |
| Inventory | [removed: | 702] [added: 675] | | | | [removed: 684] [added: 702] | | |
| Deferred income taxes | [removed: | 275] [added: —] | | | | [removed: 166] [added: 275] | | |
| Prepaid expenses | [removed: | 175] [added: 108] | | | | [removed: 179] [added: 175] | | |
| Other current assets | [removed: | 1,434] [added: 1,473] | | | | [removed: 976] [added: 1,434] | | |
| [removed: Current assets] [added: Assets] of [removed: discontinued operations and] held-for-sale [removed: assets |] [added: businesses] | [removed: —] [added: 96] | | | | [removed: 464] [added: —] | | |
| Total current assets | [removed: | 7,826] [added: 6,866] | | | | [removed: 7,739] [added: 7,826] | | |
| NONCURRENT ASSETS | | | | | | | | [removed: |]
| Property, Plant and Equipment: | | | | | | | | [removed: |]
| Land | [removed: | 870] [added: 711] | | | | [removed: 922] [added: 870] | | |
| Electric generation, distribution assets and other | [removed: | 30,459] [added: 28,491] | | | | [removed: 30,596] [added: 30,459] | | |
| Accumulated depreciation | [removed: | (9,962] [added: (9,449] | | ) | | [removed: (9,604] [added: (9,962] | | ) |
| Construction in progress | [removed: | 3,784] [added: 3,063] | | | | [removed: 3,198] [added: 3,784] | | |
| Property, plant and equipment, net | [removed: | 25,151] [added: 22,816] | | | | [removed: 25,112] [added: 25,151] | | |
| Other Assets: | | | | | | | | [removed: |]
| Investments in and advances to affiliates | [removed: | 537] [added: 610] | | | | [removed: 1,010] [added: 537] | | |
| Debt service reserves and other deposits | [removed: | 411] [added: 565] | | | | [removed: 541] [added: 411] | | |
| Goodwill | [removed: | 1,458] [added: 1,157] | | | | [removed: 1,622] [added: 1,458] | | |
| Other intangible assets, net of accumulated amortization of [removed: $158] [added: $97] and [removed: $153,] [added: $158,] respectively | [removed: | 281] [added: 214] | | | | [removed: 297] [added: 281] | | |
| Deferred income taxes | [removed: | 662] [added: 543] | | | | [removed: 666] [added: 662] | | |
| Other noncurrent assets | [removed: | 2,640] [added: 2,536] | | | | [removed: 2,170] [added: 2,640] | | |
| [removed: Noncurrent assets of discontinued operations and] [added: Assets] held-for-sale [removed: assets] | [added: 96] | [added: | | |] — | | | | [removed: 1,254] [added: 1,718] | | | [added: | — | | | | (1 | | ) | | 55 | | | | — | | | | 13 | | | | 52 | | |]
| Total other assets | [removed: | 5,989] [added: 7,168] | | | | [removed: 7,560] [added: 5,989] | | |
| TOTAL ASSETS | [removed: |] $ | [removed: 38,966] [added: 36,850] | | | $ | [removed: 40,411] [added: 38,966] | |
| LIABILITIES AND EQUITY | | | | | | | | [removed: |]
| CURRENT LIABILITIES | | | | | | | | [removed: |]
| Accounts payable | [removed: |] $ | [removed: 2,278] [added: 1,721] | | | $ | [removed: 2,259] [added: 2,278] | |
| Accrued interest | [removed: | 260] [added: 251] | | | | [removed: 263] [added: 260] | | |
Also, the Company changed its accounting for service concession arrangements as a result of the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2014-05, “Service Concession Arrangements,” effective January 1, 2015.
Lastly, the Company changed its classification of all deferred tax assets and liabilities as a result of the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2015-17, “Income Taxes,” effective December 31, 2015.
| Service concession assets, net of accumulated amortization of $34 | 1,543 | | | | — | | |
| Redeemable stock of subsidiaries | 538 | | | | 78 | | |
| Plus: Loss from discontinued operations attributable to noncontrolling interests | — | | | | 9 | | | | 9 | | |
| Reclassification to earnings, net of $0 income tax for all periods | — | | | | (3 | | ) | | 41 | | |
| Change in pension adjustments due to prior service cost, net of $0 income tax for all periods | 1 | | | | — | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | (610 | | ) | | (323 | | ) |
| Cumulative effect of a change in accounting principle | — | | | — | | | | — | | | — | | | | — | | | | (18 | | ) | | 13 | | | | — | | |
| Acquisition of business (2) | — | | | — | | | | — | | | — | | | | — | | | | — | | | | — | | | | 15 | | |
| Purchase of treasury stock | — | | | — | | | | 39.7 | | | (482 | | ) | | — | | | | — | | | | — | | | | — | | |
| Balance at December 31, 2015 | 815.8 | | | $ | 8 | | | 149.0 | | | $ | (1,837 | ) | | $ | 8,718 | | | $ | 143 | | | $ | (3,883 | ) | | $ | 3,022 | |
(1) Reclassification resulting from SRP transaction during the third quarter of 2014.
(2) Fair value of a tax equity partner's right to preferential returns recognized as a result of the acquisition of Solar Power PR, LLC, which was previously accounted for as an equity method investment.
| Proceeds from sales to noncontrolling interests, net of transaction costs | 154 | | | | 83 | | | | 109 | | |
| Decrease (increase) in cash of discontinued businesses | — | | | | 75 | | | | (4 | | ) |
See Note 3—Property, Plant and Equipment for additional details.
businesses determined to be discontinued operations.
All assets and liabilities of held-for-sale businesses are classified as current as they are expected to be disposed of within twelve months.
Non-cash impacts related to a regulatory liability at Eletropaulo were reclassified from the Increase (decrease) in accounts payable and other current liabilities and Increase (decrease) in other liabilities lines to the (Reversals of) provisions for contingencies line on the Consolidated Statement of Cash Flows for the year ended December 31, 2013.
Additionally, amounts related to certain transactions pertaining to noncontrolling interests were reclassified from the Contributions from noncontrolling interest line to the Proceeds from sales to noncontrolling interests, net of transaction costs line on the Consolidated Statement of Cash flows for the years ended December 31, 2014 and 2013.
The Company applies the fair value measurement guidance to nonfinancial assets and liabilities upon the acquisition of a business or in conjunction with the measurement of an asset retirement obligation or a potential impairment loss on an asset group or goodwill under the accounting guidance for the impairment of long-lived assets or goodwill.
Costs of inventory are valued primarily using the average cost method.
the part is placed in service.
These concession contracts are not within the scope of ASC 853—Service Concession Arrangements.
SERVICE CONCESSION ASSETS — Service concession assets are stated at cost, net of accumulated amortization, in accordance with ASC 853.
Service concession assets represent the cost of all infrastructure to be transferred to the public-sector entity grantors at the end of the concession.
These costs primarily represent construction progress payments, engineering costs, insurance costs, salaries, interest and other costs directly relating to construction of the service concession infrastructure.
Government subsidies, liquidated damages recovered for construction delays and income tax credits are recorded as a reduction to Service Concession Assets.
Service concession assets are amortized and recognized in earnings as a cost of goods sold.
Amortization is recorded ratably as build revenue is recognized.
For additional details regarding the impact of service concession accounting on certain of the Company's businesses, see New Accounting Pronouncements Adopted—ASU No. 2014-05, Service Concession Arrangements (Topic 853) below.
The difference between the carrying amount and our underlying equity in the net assets of the investee are accounted for as if the investee were a consolidated subsidiary, except that the portion that represents equity method goodwill is not reviewed for impairment like consolidated goodwill.
Upon acquiring the investment, we determine the fair value of the identifiable assets and assumed liabilities and the basis difference between each fair value and the carrying amount of the corresponding asset or liability in the financial statements of the investee are recognized in our net equity in earnings of affiliates over the life of the asset or liability.
The Company resumes the application of the
Generally, returns earned on regulatory assets are reflected on the Consolidated Statement of Operations within Interest Income.
pending or potential deregulation legislation.
February 25, 2015
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | |
| Reclassification to earnings due to amortization of net actuarial loss, net of income tax (expense) of $(7), $(26), and $(15), respectively | | 29 | | | | 52 | | | | 24 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | THE AES CORPORATION STOCKHOLDERS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at January 1, 2012 | | 807.6 | | | $ | 8 | | | 42.4 | | | $ | (489 | ) | | $ | 8,507 | | | $ | 678 | | | $ | (2,758 | ) | | $ | 3,783 | |
| Acquisition of treasury stock | | — | | | — | | | | 24.8 | | | (301 | | ) | | — | | | | — | | | | — | | | | — | | |
| Total other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | 38 | | | | 306 | | |
| Total change in derivative fair value, including a reclassification to earnings, net of income tax | | — | | | — | | | | — | | | — | | | | — | | | | — | | | | (108 | | ) | | (151 | | ) |
| Acquisition of subsidiary shares from noncontrolling interests | | — | | | — | | | | — | | | — | | | | 7 | | | | — | | | | — | | | | (18 | | ) |
(1) Reclassification resulting from Silver Ridge Power transaction.
THE AES CORPORATION
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | |
| | | (in millions) | | | | | | | | | | |
| Proceeds from government grants for asset construction | | — | | | | 2 | | | | 122 | | |
| (Increase) decrease in cash of discontinued and held-for-sale assets | | 75 | | | | (4 | | ) | | 132 | | |
For components that had been determined to be discontinued operations
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Prior to July 1, 2014, when reclassifications were made in the current period, the amounts reported in the prior period financial statements were reclassified to conform to the then-current year presentation.
The reclassifications related primarily to general and administrative costs at certain of the Company's SBUs that were previously classified as "general and administrative expenses" that were reclassified to "cost of sales."
| | |
| --- | --- |
| | |
| --- | --- |
| | |
| --- | --- |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Cost is determined under the first-in, first-out (“FIFO”), average cost or specific identification method.
An excerpt. Shown here: 40 of 1,350 rewritten, 40 of 527 added and 40 of 707 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2015 filing and the FY2014 filing.
Item 9A. CONTROLS AND PROCEDURES
8 rewritten, 1 added, 1 removed, 35 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
Based upon this evaluation, the CEO and CFO concluded that as of December 31, [removed: 2014,] [added: 2015,] our disclosure controls and procedures were effective.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2014.][added: 2015.]
Based on this assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2014.][added: 2015.]
The effectiveness of the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which appears herein.
There were no changes that occurred during the quarter ended December 31, [removed: 2014] [added: 2015] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We have audited The AES [removed: Corporation’s] [added: Corporation's] internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).
In our opinion, The AES Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The AES Corporation as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, [removed: 2014] [added: 2015] of The AES Corporation and our report dated February [removed: 25, 2015] [added: 23, 2016] expressed an unqualified opinion thereon.
February 23, 2016
February 25, 2015
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
3 rewritten, 0 added, 0 removed, 14 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
The following information is incorporated by reference from the [removed: Registrant’s] [added: Registrant's] Proxy Statement for the [removed: Registrant’s] [added: Registrant's] 2015 Annual Meeting of Stockholders which the Registrant expects will be filed on or around March [removed: 10, 2015] [added: 7, 2016] (the [removed: “2015] [added: "2016] Proxy [removed: Statement”):][added: Statement"):]
Certain information regarding executive officers required by this Item is [removed: set forth] [added: presented] as a supplementary item in Part I hereof (pursuant to Instruction 3 to Item 401(b) of Regulation S-K).
The other information required by this Item, to the extent not included above, will be contained in our [removed: 2015] [added: 2016] Proxy Statement and is herein incorporated by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 2 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
The following information is contained in the [removed: 2015] [added: 2016] Proxy Statement and is incorporated by reference: the information regarding executive compensation contained under the heading Compensation Discussion and Analysis and the Compensation Committee Report on Executive Compensation under the heading Report of the Compensation Committee.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
9 rewritten, 3 added, 7 removed, 30 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
See the information contained under the caption “Security Ownership of Certain Beneficial Owners, Directors, and Executive Officers” of the [removed: 2015] [added: 2016] Proxy Statement, which information is incorporated herein by reference.
See the information contained under the caption “Security Ownership of Certain Beneficial Owners, Directors, and Executive Officers” of the [removed: 2015] [added: 2016] Proxy Statement, which information is incorporated herein by reference.
The following table provides information about shares of AES common stock that may be issued under [removed: AES’] [added: AES'] equity compensation plans, as of December 31, [removed: 2014:][added: 2015:]
Securities Authorized for Issuance under Equity Compensation Plans (As of December 31, [removed: 2014)][added: 2015)]
| 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 [removed: plans(excluding] [added: plans (excluding] securities reflected in column (a)) | |
| (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 [removed: AES’s] [added: AES's] stockholders, bringing the total authorized shares to 29,000,000. In 2010, an additional amendment to the Plan to provide an additional 9,000,000 shares was approved by [removed: AES’s] [added: AES's] stockholders, bringing the total authorized shares to 38,000,000. [added: In 2015, an additional amendment to the Plan to provide an additional 7,750,000 shares was approved by AES's stockholders, bringing the total authorized shares to 45,750,000.] The weighted average exercise price of Options outstanding under this plan included in Column (b) is [removed: $14.78] [added: $13.79] (excluding [removed: PSU] [added: performance stock units, restricted stock units] and [removed: RSU awards),] [added: director stock units),] with [removed: 13,859,232] [added: 15,986,481] shares available for future [removed: issuance.] [added: issuance).] |
| (B) | The AES Corporation 2001 Plan for outside directors adopted in 2001 provided for 2,750,000 shares authorized for issuance. The weighted average exercise price of Options outstanding under this plan included in Column (b) is [removed: $18.62.] [added: $19.58.] In conjunction with the 2010 amendment to the 2003 Long [removed: Term Compensation plan, ongoing award issuance from this plan was discontinued in 2010. Any remaining shares under this plan,] |
[added: 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 [removed: 2,061,723] [added: 2,069,035] shares is not included in Column (c) above.
| (2) | Includes [removed: 4,993,450] [added: 5,494,311] (of which [removed: 832,757] [added: 1,067,734] are vested and [removed: 4,160,693] [added: 4,426,577] are unvested) shares underlying PSU and RSU awards (assuming performance at a maximum level), [removed: 1,487,156] [added: 1,451,533] shares underlying Director stock unit awards, and [removed: 7,061,847] [added: 7,155,375] shares issuable upon the exercise of Stock Option grants, for an aggregate number of [removed: 13,542,453] [added: 14,101,219] shares. |
| Equity compensation plans approved by security holders(1) | 14,101,219 | | (2) | $ | 13.81 | | | 15,986,481 | |
| Total | 14,101,219 | | | $ | 13.81 | | | 15,986,481 | |
Term Compensation plan, ongoing award issuance from this plan was discontinued in 2010.
| | |
| --- | --- |
| | |
| --- | --- |
| Equity compensation plans approved by security holders(1) | 13,542,453 | | (2) | $ | 14.83 | | | 13,859,232 | |
| Total | 13,542,453 | | | $ | 14.83 | | | 13,859,232 | |
| (D) | The AES Corporation Incentive Stock Option Plan adopted in 1991 provided for 57,500,000 shares authorized for issuance. The weighted average exercise price of Options outstanding under this plan included in Column (b) is $35.44. This plan terminated on June 1, 2001, such that no additional grants may be granted under the plan after that date. Any remaining shares under this plan, which are not reserved for issuance under outstanding awards, are not available for future issuance in light of this plan’s termination and thus 24,354,930 shares are not included in Column (c) above. |
Item 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 2 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
The information regarding related party transactions required by this item is included in the [removed: 2015] [added: 2016] Proxy Statement found under the headings Transactions with Related Persons, Proposal I: Election of Directors and The Committees of the Board and are incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 3 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
The information concerning principal accountant fees and services included in the [removed: 2015] [added: 2016] Proxy Statement contained under the heading Information Regarding The Independent Registered Public Accounting [removed: Firm’s] [added: Firm's] Fees, Services and Independence and is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
155 rewritten, 22 added, 108 removed, 208 unchanged
Read the full itemFY2015 item · filed February 24, 2016FY2014 item · filed February 26, 2015
| [Consolidated Balance Sheets as of December 31, [removed: 2014] [added: 2015] and [removed: 2013](#s76E63569963A3BD2FFC76B2FAD0C8091)] [added: 2014](#s653ABFED1CB55EE795C5C4618104C71B)] | | [removed: [115](#s76E63569963A3BD2FFC76B2FAD0C8091)] [added: [121](#s653ABFED1CB55EE795C5C4618104C71B)] |
| [Consolidated Statements of Operations for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#s8E81A36059197D3BAB916B2FACD938DB)] [added: 2013](#s49E0472C57145E2C94D634BEDD92DB78)] | | [removed: [116](#s8E81A36059197D3BAB916B2FACD938DB)] [added: [122](#s49E0472C57145E2C94D634BEDD92DB78)] |
| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#s36B5DED548160EAEFA026B2FADC1C0F0)] [added: 2013](#s82BFB4DDF88C559C8B34BC426003C8E1)] | | [removed: [117](#s36B5DED548160EAEFA026B2FADC1C0F0)] [added: [123](#s82BFB4DDF88C559C8B34BC426003C8E1)] |
| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#s438CB3BBC9731FF335CC6B2FAEEADA03)] [added: 2013](#s5ABAFF7253595FA7890C78E9501C96F2)] | | [removed: [118](#s438CB3BBC9731FF335CC6B2FAEEADA03)] [added: [124](#s5ABAFF7253595FA7890C78E9501C96F2)] |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#s1656BDCA6B199D21D3B46B2FABE50990)] [added: 2013](#sBB723081D9A058E38183470FEEC48A94)] | | [removed: [119](#s1656BDCA6B199D21D3B46B2FABE50990)] [added: [125](#sBB723081D9A058E38183470FEEC48A94)] |
| [Notes to Consolidated Financial [removed: Statements](#s0862F1893907E30158C66B3001F64E5E)] [added: Statements](#sC7F38A69A5775C4F8BB9D957D8072B0D)] | | [removed: [120](#s0862F1893907E30158C66B3001F64E5E)] [added: [126](#sC7F38A69A5775C4F8BB9D957D8072B0D)] |
| 3.2 | | By-Laws of The AES Corporation, as amended and incorporated herein by reference to Exhibit 3.1 of the [removed: Company’s] [added: Company's] Form [removed: 8-K] [added: 8-K/A] filed on [removed: August 11, 2009.] [added: December 2, 2015.] |
| 10.11 | | The AES Corporation 2003 Long Term Compensation Plan, as [removed: amended] [added: Amended] and [removed: restated on] [added: Restated, dated] April [removed: 22, 2010,] [added: 23, 2015,] is incorporated herein by reference to Exhibit [removed: 10.1] [added: 99.1] of the [removed: Company’s] [added: Company's] Form 8-K filed on April [removed: 27, 2010.] [added: 23, 2015.] |
| [removed: 10.13] [added: 10.16] | | Form of AES [removed: Performance] [added: Nonqualified] Stock [removed: Unit] [added: Option] Award Agreement under The AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit [removed: 10.13] [added: 10.4] of the Company's Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2013.] [added: June 30, 2015.] |
| 10.14 | | Form of AES Restricted Stock Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan [removed: is incorporated herein by reference to Exhibit 10.14 of the Company's Form 10-K for the year ended December 31, 2013.] [added: (filed herewith).] |
| 10.15 | | Form of AES Performance Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan [removed: is incorporated herein by reference to Exhibit 10.15 of the Company's Form 10-K for the year ended December 31, 2013.] [added: (filed herewith).] |
| [removed: 10.16] [added: 10.19] | | [removed: Form of AES Nonqualified Stock Option Award Agreement under] The AES Corporation [removed: 2003 Long Term Compensation Plan] [added: International Retirement Plan, as amended and restated on December 29, 2008] is incorporated herein by reference to Exhibit 10.16 of the Company's Form 10-K for the year ended December 31, [removed: 2013.] [added: 2008.] |
| [removed: 10.17] [added: 10.18] | | The AES Corporation Restoration Supplemental Retirement Plan, as amended and restated, dated December 29, 2008 is incorporated herein by reference to Exhibit 10.15 of the [removed: Company’s] [added: Company's] Form 10-K for the year ended December 31, 2008. |
| [removed: 10.17A] [added: 10.18A] | | Amendment to The AES Corporation Restoration Supplemental Retirement Plan, dated December 9, 2011 is incorporated herein by reference to Exhibit 10.17A of the Company's Form 10-K for the year ended December 31, 2012. |
| [removed: 10.18] [added: 10.19A] | | [added: Amendment to] The AES Corporation International Retirement Plan, [removed: as amended and restated on] [added: dated] December [removed: 29, 2008] [added: 9, 2011] is incorporated herein by reference to Exhibit [removed: 10.16] [added: 10.18A] of the [removed: Company’s] [added: Company's] Form 10-K for the year ended December 31, [removed: 2008.] [added: 2012.] |
| [removed: 10.19] [added: 10.20] | | The AES Corporation Severance Plan, as amended and restated on [removed: October 28, 2011] [added: April 23, 2015] is incorporated herein by reference to Exhibit [removed: 10.19] [added: 10.6] of the [removed: Company’s] [added: Company's] Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2011.] [added: June 30, 2015.] |
| [removed: 10.20] [added: 10.21] | | The AES Corporation Amended and Restated Executive Severance Plan dated [removed: August 1, 2012] [added: April 23, 2015] is incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.5] of the [removed: Company’s] [added: Company's] Form 10-Q for the period ended June 30, [removed: 2012.] [added: 2015.] |
| [removed: 10.21] [added: 10.22] | | The AES Corporation Performance Incentive Plan, as [removed: amended] [added: Amended] and [removed: restated] [added: Restated] on April [removed: 22, 2010] [added: 23, 2015] is incorporated herein by reference to Exhibit [removed: 10.4] [added: 99.2] of the [removed: Company’s] [added: Company's] Form 8-K filed on April [removed: 27, 2010.] [added: 23, 2015.] |
| [removed: 10.22] [added: 10.23] | | The AES Corporation Deferred Compensation Program For Directors dated February 17, 2012 is incorporated herein by reference to Exhibit 10.22 of the [removed: Company’s] [added: Company's] Form 10-K filed on December 31, 2011. |
| [removed: 10.23] [added: 10.24] | | The AES Corporation Employment Agreement with Andrés Gluski is incorporated herein by reference to Exhibit 99.3 of the [removed: Company’s] [added: Company's] Form 8-K filed on December 31, 2008. |
| [removed: 10.24] [added: 10.25] | | Mutual Agreement, between Andrés Gluski and The AES Corporation dated October 7, 2011 is incorporated herein by reference to Exhibit 10.2 of the [removed: Company’s] [added: Company's] Form 10-Q for the period ended September 30, 2011. |
| [removed: 10.31] [added: 10.33] | | [added: Common] Stock [removed: Purchase Agreement] [added: Repurchase Agreement, dated as of December 11, 2013, by and] between The AES Corporation and Terrific Investment Corporation [removed: dated November 6, 2009] is incorporated herein by reference to Exhibit 10.1 of the [removed: Company’s] [added: Company's] Form 8-K filed on [removed: November 11, 2009.] [added: December 13, 2013.] |
| 10.32 | | [removed: Stockholder] [added: Credit] Agreement [removed: between] [added: dated as of May 27, 2011 among] The AES [removed: Corporation] [added: Corporation, as borrower, the banks listed therein] and [removed: Terrific Investment Corporation dated March 12, 2010] [added: Bank of America, N.A., as administrative agent] is incorporated herein by reference to Exhibit 10.1 of the [removed: Company’s] [added: Company's] Form 8-K filed on [removed: March 15, 2010.] [added: June 1, 2011.] |
| [removed: 10.33] [added: 10.31] | | Agreement and Plan of Merger, dated April 19, 2011, by and among The AES Corporation, DPL Inc. and Dolphin Sub, Inc. is incorporated herein by reference to Exhibit 2.1 of the [removed: Company’s] [added: Company's] Form 8-K filed on April 20, 2011. |
| [removed: 10.34] [added: 10.32A] | | [added: Amendment No.1 dated February 27, 2013 to the] Credit Agreement dated as of May 27, 2011 among The AES Corporation, as borrower, the banks listed therein and Bank of [removed: America,] [added: America] N.A., as administrative agent is incorporated herein by reference to [removed: Exhibit] [added: exhibit] 10.1 of the [removed: Company’s] [added: Company's] Form [removed: 8-K filed on June 1, 2011.] [added: 10-Q for the period ending March 31, 2013.] |
[removed: Schedule] [added: | [Schedule] I—Condensed Financial Information of [removed: Registrant][added: Registrant](#s4D30E20247025788A50318DEC5965A24) | [S-2](#s4D30E20247025788A50318DEC5965A24) |]
| Date: | February [removed: 25, 2015] [added: 23, 2016] | By: | | /s/ ANDRÉS GLUSKI |
| Andrés Gluski | | | February [removed: 25, 2015] [added: 23, 2016] | |
| Charles L. Harrington | | | February [removed: 25, 2015] [added: 23, 2016] | |
| Kristina M. Johnson | | | February [removed: 25, 2015] [added: 23, 2016] | |
| Tarun Khanna | | | February [removed: 25, 2015] [added: 23, 2016] | |
| Philip Lader | | | February [removed: 25, 2015] [added: 23, 2016] | |
| James H. Miller | | | February [removed: 25, 2015] [added: 23, 2016] | |
| John B. Morse | | | February [removed: 25, 2015] [added: 23, 2016] | |
| Moises Naim | | | February [removed: 25, 2015] [added: 23, 2016] | |
| Charles O. Rossotti | | | February [removed: 25, 2015] [added: 23, 2016] | |
| Thomas M. [removed: O’Flynn] [added: O'Flynn] | | | February [removed: 25, 2015] [added: 23, 2016] | |
| /s/ [removed: SHARON A. VIRAG] [added: FABIAN E. SOUZA] | | Vice President and Controller (Principal Accounting Officer) | | |
| *By: | /s/ BRIAN A. MILLER | | February [removed: 25, 2015] [added: 23, 2016] |
[removed: | [Schedule I—Condensed] Financial Information of [removed: Registrant](#s2E0204EFC89E4CE2566A6B300B10FCDE) | [S-2](#s2E0204EFC89E4CE2566A6B300B10FCDE) |][added: Registrant]
| [Schedules](#s2288822A259954A08B3F92B1C555E2C2) | | S-2-S-7 |
| 4.(s) | | Nineteenth Supplemental Indenture, dated April 6, 2015, between The AES Corporation and Wells Fargo Bank, N.A. as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on April 6, 2015. |
| 10.13 | | Form of AES Performance Stock Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (filed herewith). |
| 10.17 | | Form of AES Performance Cash Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (filed herewith). |
| 10.26 | | Form of Retroactive Consent to Provide for Double-Trigger IN Change-In-Control Transactions is incorporated herein by reference to Exhibit 10.7 of the Company's Form 10-Q for the period ended June 30, 2015. |
Schedule I—
| Holly K. Koeppel | | | February 23, 2016 | |
| Fabian E. Souza | | | February 23, 2016 | |
| | | 2015 | | | | 2014 | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| Other Financing | | (18 | | ) | | — | | | | — | | |
| Senior Unsecured Note | | 5.50% | | 2025 | | 575 | | | | — | | |
| 2017 | 181 | | |
| 2019 | 774 | | |
| 2020 | 469 | | |
| Thereafter | 3,591 | | |
million up to $53 million.
| | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | |
| | | |
| | | |
| [Schedules](#sA19FE8F8E01B63232BB46B300AEE6831) | | S-2-S-7 |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
An excerpt. Shown here: 40 of 155 rewritten, all 22 added and 40 of 108 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2015 filing and the FY2014 filing.