XML 98 R74.htm IDEA: XBRL DOCUMENT v3.23.3
Equity Equity Transactions with Noncontrolling Interests (Details) - USD ($)
shares in Thousands, $ in Millions
1 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended
Jan. 31, 2022
Feb. 05, 2021
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Noncontrolling Interest [Line Items]                        
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent           $ 23            
Contributions from noncontrolling interests           63 $ 122          
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest     $ 5,256     5,256     $ 4,504      
Payments to Noncontrolling Interests           $ 173 $ 129          
EQUITY   EQUITY
Equity Units
In March 2021, the Company issued 10,430,500 Equity Units with a total notional value of $1,043 million. Each Equity Unit has a stated amount of $100 and was initially issued as a Corporate Unit, consisting of a forward stock purchase contract (“2024 Purchase Contracts”) and a 10% undivided beneficial ownership interest in one share of 0% Series A Cumulative Perpetual Convertible Preferred Stock, issued without par and with a liquidation preference of $1,000 per share (“Series A Preferred Stock”).
The Company concluded that the Equity Units should be accounted for as one unit of account based on the economic linkage between the 2024 Purchase Contracts and the Series A Preferred Stock, as well as the Company's assessment of the applicable accounting guidance relating to combining freestanding instruments. The Equity Units represent mandatorily convertible preferred stock. Accordingly, the shares associated with the combined instrument are reflected in diluted earnings per share using the if-converted method.
In conjunction with the issuance of the Equity Units, the Company received approximately $1 billion in proceeds, net of underwriting costs and commissions, before offering expenses. The proceeds for the issuance of 1,043,050 shares are attributed to the Series A Preferred Stock for $838 million and $205 million for the present value of the quarterly payments due to holders of the 2024 Purchase Contracts ("Contract Adjustment Payments"). The proceeds were used for the development of the AES renewable businesses, U.S. utility businesses, LNG infrastructure, and for other developments determined by management.
The Series A Preferred Stock will initially not bear any dividends and the liquidation preference of the convertible preferred stock will not accrete. The Series A Preferred Stock has no maturity date and will remain outstanding unless converted by holders or redeemed by the Company. Holders of the shares of the convertible preferred stock will have limited voting rights.
The Series A Preferred Stock is pledged as collateral to support holders’ purchase obligations under the 2024 Purchase Contracts and can be remarketed. In connection with any successful remarketing, the Company may increase the dividend rate, increase the conversion rate, and modify the earliest redemption date for the convertible preferred stock. After any successful remarketing in connection with which the dividend rate on the convertible preferred stock is increased, the Company will pay cumulative dividends on the convertible preferred stock, if declared by the board of directors, quarterly in arrears from the applicable remarketing settlement date.
Holders of Corporate Units may create Treasury Units or Cash Settled Units from their Corporate Units as provided in the Purchase Contract Agreement by substituting Treasury securities or cash, respectively, for the Convertible Preferred Stock comprising a part of the Corporate Units.
The Company may not redeem the Series A Preferred Stock prior to March 22, 2024. At the election of the Company, on or after March 22, 2024, the Company may redeem for cash, all or any portion of the outstanding shares of the Series A Preferred Stock at a redemption price equal to 100% of the liquidation preference, plus any accumulated and unpaid dividends.
The 2024 Purchase Contracts obligate the holders to purchase, on February 15, 2024, for a price of $100 in cash, a maximum number of 57,407,386 shares of the Company’s common stock (subject to customary anti-dilution adjustments). The 2024 Purchase Contract holders may elect to settle their obligation early, in cash. The Series A Preferred Stock is pledged as collateral to guarantee the holders’ obligations to purchase common stock under the terms of the 2024 Purchase Contracts. The initial settlement rate determining the number of shares that each holder must purchase will not exceed the maximum settlement rate and is determined over a market value averaging period preceding February 15, 2024.
The initial maximum settlement rate of 3.864 was calculated using an initial reference price of $25.88, equal to the last reported sale price of the Company’s common stock on March 4, 2021. As of September 30, 2023, due to the customary anti-dilution provisions, the maximum settlement rate was 3.8768, equivalent to a reference price of $25.79. If the applicable market value of the Company’s common stock is less than or equal to the reference price, the settlement rate will be the maximum settlement rate; and if the applicable market value of common stock is greater than the reference price, the settlement rate will be a number of shares of the Company’s common stock equal to $100 divided by the applicable market value. Upon successful remarketing of the Series A Preferred Stock (“Remarketed Series A Preferred Stock”), the Company expects to receive additional cash proceeds of $1 billion and issue shares of Remarketed Series A Preferred Stock.
The Company pays Contract Adjustment Payments to the holders of the 2024 Purchase Contracts at a rate of 6.875% per annum, payable quarterly in arrears on February 15, May 15, August 15, and November 15, commencing on May 15, 2021. The $205 million present value of the Contract Adjustment Payments at inception reduced the Series A Preferred Stock. As each quarterly Contract Adjustment Payment is made, the related liability is reduced and the difference between the cash payment and the present value will accrete to interest expense, approximately $5 million over the three-year term. As of September 30, 2023, the present value of the Contract Adjustment Payments was $36 million.
The holders can settle the purchase contracts early, for cash, subject to certain exceptions and conditions in the prospectus supplement. Upon early settlement of any purchase contracts, the Company will deliver the number of shares of its common stock equal to 85% of the number of shares of common stock that would have otherwise been deliverable.
Equity Transactions with Noncontrolling Interests
AES Clean Energy Tax Equity Partnerships — The majority of solar projects under AES Clean Energy have been financed with tax equity structures, in which tax equity investors receive a portion of the economic attributes of the facilities, including tax attributes, that vary over the life of the projects.
During the nine months ended September 30, 2023 and 2022, AES Clean Energy Development and AES Renewable Holdings, through multiple transactions, sold noncontrolling interests in project companies to tax equity partners, resulting in increases to NCI of $292 million and $210 million, respectively.
In the third quarter of 2023, AES Renewable Holdings completed buyouts of tax equity partners at Buffalo Gap I, Buffalo Gap II and six other project companies, resulting in a decrease to NCI of $45 million and an increase to additional paid-in capital of $34 million. AES Clean Energy Development and AES Renewable Holdings are reported in the Renewables SBU reportable segment.
Chile Renovables Under its renewable partnership agreement with Global Infrastructure Management, LLC (“GIP”), AES Andes will contribute a specified pipeline of renewable development projects to Chile Renovables as the projects reach commercial operations, and GIP may make additional contributions to maintain its 49% ownership interest. During the nine months ended September 30, 2022 and 2023, AES Andes completed the sale of the following projects to Chile Renovables (in millions):
Business
Transaction Period
Sale Price
Increase to Noncontrolling Interests
Increase (Decrease) to Additional Paid-In Capital
Andes Solar 2a
January 2022$37 $28 $
Los Olmos
June 202280 68 12 
Campo Lindo
September 202350 59 (9)
As the Company maintained control after these transactions, Chile Renovables continues to be consolidated by the Company within the Energy Infrastructure SBU reportable segment.
AES Panama In September 2023, AES Latin America completed the sale of its interest in the Grupo Energía Gas Panamá joint venture to AES Panama, a 49%-owned consolidated subsidiary. See Note 6—Investments in and Advances to Affiliates for further information. As a result of the transaction, AES Panama received $42 million from noncontrolling interest holders and the Company reclassified accumulated other comprehensive income from AOCL to NCI of $23 million. AES Panama is reported in the Renewables SBU reportable segment however the investment in Grupo Energía Gas Panamá is reported in the Energy Infrastructure SBU reportable segment.
AES Brasil — In September 2022, AES Brasil commenced a private placement offering for its existing shareholders to subscribe for up to 107 million newly issued shares. AES Holdings Brasil Ltda. subscribed for 54 million shares and noncontrolling interest holders subscribed for 53 million shares, thereby increasing AES’ indirect beneficial interest in AES Brasil to 47.4%. AES Brasil received $77 million from noncontrolling interest holders during the third quarter of 2022, prior to the issuance of the shares in October 2022. Since the consideration received was nonrefundable, the impact was recorded in noncontrolling interests. AES Brasil is reported in the Renewables SBU reportable segment.
Guaimbê Holding — In January 2022, the Ventus wind complex and AGV solar complex were incorporated by Guaimbê Holding. Guaimbê Holding issued preferred shares representing 3.5% ownership in the subsidiary for total proceeds of $63 million. The transaction decreased the Company’s indirect ownership interest to 35.8%. As the Company maintained control after these transactions, Guaimbê Holding continues to be consolidated by the Company within the Renewables SBU reportable segment.
AES Andes — In January 2022, Inversiones Cachagua SpA (“Cachagua”) completed a tender offer for the shares of AES Andes held by minority shareholders for $522 million, net of transaction costs. Upon completion, AES' indirect beneficial interest in AES Andes increased from 67.1% to 98.1%. Through multiple transactions following the tender offer during the first quarter of 2022, Cachagua acquired an additional 0.8% ownership in AES Andes for $13 million, further increasing AES’ indirect beneficial interest to 98.9%. The tender offer and these follow-on transactions resulted in a $169 million decrease to Parent Company Stockholder’s Equity due to a decrease in additional paid-in capital of $93 million and the reclassification of accumulated other comprehensive losses from NCI to AOCL of $76 million. AES Andes is reported in the Energy Infrastructure SBU reportable segment.
Accumulated Other Comprehensive Loss The following table summarizes the changes in AOCL by component, net of tax and NCI, for the nine months ended September 30, 2023 (in millions):
Foreign currency translation adjustment, netUnrealized derivative gains (losses), netUnfunded pension obligations, netTotal
Balance at the beginning of the period $(1,828)$211 $(23)$(1,640)
Other comprehensive income before reclassifications71 227 — 298 
Amount reclassified to earnings— (45)— (45)
Other comprehensive income71 182 — 253 
Reclassification to NCI due to sales
— (23)— (23)
Balance at the end of the period$(1,757)$370 $(23)$(1,410)
Reclassifications out of AOCL are presented in the following table. Amounts for the periods indicated are in millions and those in parentheses indicate debits to the Condensed Consolidated Statements of Operations:
AOCL ComponentsAffected Line Item in the Condensed Consolidated Statements of OperationsThree Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Derivative gains (losses), net
Non-regulated revenue$— $— $(8)$(1)
Non-regulated cost of sales(1)(5)(2)(7)
Interest expense(3)(9)13 (42)
Gain (loss) on disposal and sale of business interests— — 33 — 
Asset impairment expense— — — (16)
Foreign currency transaction gains (losses)— (3)
Income from continuing operations before taxes and equity in earnings of affiliates(4)(12)33 (64)
Income tax expense— (1)(11)12 
Net equity in losses of affiliates(1)27 — 
Net income(14)49 (52)
Less: Net income attributable to noncontrolling interests and redeemable stock of subsidiaries(4)11 
Net income attributable to The AES Corporation$$(11)$45 $(41)
Amortization of defined benefit pension actuarial gain (loss), net
Regulated cost of sales$— $— $— $(1)
Other expense— (2)— (2)
Income from continuing operations before taxes and equity in earnings of affiliates— (2)— (3)
Income tax expense— — 
Net income— (1)— (2)
Less: Net income attributable to noncontrolling interests and redeemable stock of subsidiaries— — 
Net income attributable to The AES Corporation$— $— $— $(1)
Total reclassifications for the period, net of income tax and noncontrolling interests$$(11)$45 $(42)
Common Stock Dividends — The Parent Company paid dividends of $0.1659 per outstanding share to its common stockholders during the first, second, and third quarters of 2023 for dividends declared in December 2022, February 2023 and July 2023, respectively.
On October 6, 2023, the Board of Directors declared a quarterly common stock dividend of $0.1659 per share payable on November 15, 2023, to shareholders of record at the close of business on November 1, 2023.
                   
AES Brasil [Domain]                        
Noncontrolling Interest [Line Items]                        
Noncontrolling Interest, Ownership Percentage by Parent       47.40%     47.40%          
AES Brasil [Domain] | Private Placement                        
Noncontrolling Interest [Line Items]                        
Sale of Stock, Number of Shares Issued in Transaction           54,000            
AES Gener                        
Noncontrolling Interest [Line Items]                        
Noncontrolling Interest, Ownership Percentage by Parent 98.10%   98.90%     98.90%            
Sale of Stock, Percentage of Ownership before Transaction 67.10%                      
Ownership interest acquired in subsidiary     0.80%     0.80%            
Cajuina Wind Complex                        
Noncontrolling Interest [Line Items]                        
Noncontrolling Interest, Ownership Percentage by Parent     35.50%     35.50%            
AES Gener                        
Noncontrolling Interest [Line Items]                        
Sale of Stock, Consideration Received on Transaction $ 522                      
Stockholders' Equity, Period Increase (Decrease)           $ 169            
Adjustments to Additional Paid in Capital, Other           93            
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent           76            
Investment Owned, at Cost     $ 13     $ 13            
AES Brasil [Domain]                        
Noncontrolling Interest [Line Items]                        
Noncontrolling Interest, Increase from Subsidiary Equity Issuance             $ 77          
AES Brasil [Domain] | Private Placement                        
Noncontrolling Interest [Line Items]                        
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions             107,000          
Sale of Stock, Number of Shares Issued in Transaction             53,000          
Guaimbe Solar Complex [Member]                        
Noncontrolling Interest [Line Items]                        
Sale of Stock, Description of Transaction           3.5            
Sale of Stock, Consideration Received on Transaction           $ 63            
Sale of Stock, Percentage of Ownership after Transaction           35.80%            
Chile Renovables SpA                        
Noncontrolling Interest [Line Items]                        
Sale of Stock, Consideration Received on Transaction       $ 80 $ 37 $ 50            
Adjustments to Additional Paid in Capital, Other       12 9 (9)            
Noncontrolling Interest, Increase from Subsidiary Equity Issuance       $ 68 28 $ 59            
Chile Renovables SpA | Global Infrastructure Management                        
Noncontrolling Interest [Line Items]                        
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners       49.00%     49.00%          
Cajuina Wind Complex                        
Noncontrolling Interest [Line Items]                        
Sale of Stock, Description of Transaction           24            
Sale of Stock, Consideration Received on Transaction           $ 12            
Clean Energy                        
Noncontrolling Interest [Line Items]                        
Contributions from noncontrolling interests           292 $ 210          
AES Panama                        
Noncontrolling Interest [Line Items]                        
Noncontrolling Interest, Increase from Subsidiary Equity Issuance           $ 42            
AES Panama | Grupo Energia Gas Panama                        
Noncontrolling Interest [Line Items]                        
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners     49.00%     49.00%            
AES Renewable Holdings                        
Noncontrolling Interest [Line Items]                        
Adjustments to Additional Paid in Capital, Other     $ 34                  
Payments to Noncontrolling Interests     45                  
Additional Paid-in Capital [Member]                        
Noncontrolling Interest [Line Items]                        
Contributions from noncontrolling interests       $ 0                
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest     $ 6,449 $ 6,818 $ 6,550 $ 6,449 $ 6,818 $ 6,557 $ 6,688 $ 6,924 $ 6,903 $ 7,106