Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
1. FINANCIAL STATEMENT PRESENTATION |
1. FINANCIAL STATEMENT PRESENTATION
The prior period condensed consolidated financial statements in this Quarterly Report have been reclassified to reflect the financial statement presentation requirements of Statement of Financial Accounting Standard (FAS) No.160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No.51 (FAS No.160), the new reportable segment structure discussed in Note 11 Segments and businesses held for sale and discontinued operations as discussed in Note 13 Discontinued Operations. In addition, certain immaterial prior period amounts have been reclassified within the condensed consolidated financial statements to conform to current period presentation.
Consolidation
In this Quarterly Report the terms AES, the Company, us or we refer to the consolidated entity including its subsidiaries and affiliates. The terms The AES Corporation, the Parent or the Parent Company refer only to the publicly-held holding company, The AES Corporation, excluding its subsidiaries and affiliates. Furthermore, variable interest entities (VIEs) in which the Company has an interest have been consolidated where the Company is the primary beneficiary. Investments in which the Company has the ability to exercise significant influence but not control are accounted for using the equity method. All intercompany transactions and balances have been eliminated in consolidation.
Interim Financial Presentation
The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S.GAAP) for interim financial information and Article10 of RegulationS-X issued by the Securities and Exchange Commission (SEC). Accordingly, they do not include all the information and footnotes required by U.S.GAAP for annual fiscal reporting periods. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position and cash flows. The results of operations for the three and six months ended June30, 2009, are not necessarily indicative of results that may be expected for the year ending December31, 2009. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2008 audited consolidated financial statements and notes thereto, which are included in the 2008 Form10-K, as filed with the SEC on February26, 2009. |
Significant New Accounting Policies |
Significant New Accounting Policies
Noncontrolling Interests
Effective January1, 2009, the Company adopted FAS No.160, which changed the accounting for and the reporting of minority interest, now referred to as noncontrolling interests, in the Companys condensed consolidated financial statements.The adoption of FAS No.160 resulted in the reclassification of amounts previously attributable to minority interest to a separate component of stockholders equity titled Noncontrolling Interests in the accompanying condensed consolidated balance sheets and statements of changes in equity.Additionally, net income and comprehensive income attributable to noncontrolling interests are shown separately from consolidated net income and comprehensive income in the accompanying condensed consolidated statements of operations and statements of changes in equity. Prior period financial statements have been reclassified to conform to the current year presentation as required by FAS No.160.
The following summarizes significant changes in the Companys accounting policies related to the allocation of losses to noncontrolling interests, sale of stock of a subsidiary and the deconsolidation of a subsidiary:
FAS No.160 significantly revises the provisions of Accounting Research Bulletin (ARB) No.51, Consolidated Financial Statements. Under FAS No.160, losses continue to be attributed to the noncontrolling interests, even when the noncontrolling interests basis has been reduced to zero. Prior to the implementation of FAS No.160, losses that otherwise would have been attributed to the noncontrolling interests were allocated to the controlling interest after the associated noncontrolling interests basis was reduced to zero. The Company had no material losses that it did not allocate to noncontrolling interests prior to the adoption of FAS No.160 and the adoption did not have a material impact.
FAS No.160 requires a change in a parents ownership interest in a subsidiary when the parent retains its controlling financial interest to be accounted for as an equity transaction. Gains or losses from such transactions are no longer recognized in net income and the carrying values of the subsidiarys assets (including goodwill) and liabilities are not adjusted. SEC Staff Accounting Bulletin (SAB) No.51, Accounting for Sales of Stock by a Subsidiary (SAB 51), had previously provided an option in certain circumstances for a parent to recognize a gain or loss on the sale of stock by a subsidiary or account for the sale as an equity transaction. In certain transactions, AES had previously elected the option to recognize a gain or loss under SAB 51. This option is no longer available under FAS No.160.
A parent company deconsolidates a subsidiary when that parent company no longer controls the subsidiary. When control is lost, the parent-subsidiary relationship no longer exists and the parent derecognizes the assets and liabilities of the subsidiary. In accordance with FAS No.160, if the parent company retains a noncontrolling interest, the remaining noncontrolling investment in the subsidiary is remeasured at fair value and is included in the gain or loss recognized |
New Accounting Pronouncements |
New Accounting Pronouncements
The following accounting standards have been issued, but as of June30, 2009 are not yet effective for and have not been adopted by AES.
FAS No.166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No.140 (FAS No.166)
In June 2009, the FASB issued FAS No.166, which removes the concept of a qualifying special-purpose entity (QSPE) from FAS No.140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FASB Statement No.125. The QSPE concept had initially been established to facilitate off-balance sheet treatment for certain securitizations. FAS No.166 also removes the exception from applying FASB Interpretation (FIN) No.46(R), Consolidation of Variable Interest Entities (FIN No.46(R)), to QSPEs. FAS No.166 is effective for fiscal years beginning after November15, 2009, or January1, 2010 for AES. AES does not believe the adoption of FAS No.166 will have a material impact on the Companys financial statements.
FAS No.167, Amendments to FASB Interpretation No.46(R) (FAS No.167)
In June 2009, the FASB issued FAS No.167, which amends FIN 46(R) to among other things, require an entity to qualitatively rather than quantitatively assess the determination of the primary beneficiary of a variable interest entity (VIE). This determination should be based on whether the entity has 1) the power to direct matters that most significantly impact the activities of the VIE and 2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Other key changes include: the requirement for an ongoing reconsideration of the primary beneficiary, the criteria for determining whether service provider or decision maker contracts are variable interests, the consideration of kick-out and removal rights in determining whether an entity is a VIE, the types of events that trigger the reassessment of whether an entity is a VIE and the expansion of the disclosures previously required under FASB Staff Position (FSP) FAS 140-4 and FIN 46(R), Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities. These disclosures were provided in the Companys 2008 Form 10-K. The impact of the adoption of FAS No.167 may be applied retrospectively with a cumulative-effect adjustment to retained earnings as of the beginning of the first year restated, or through a cumulative-effect adjustment on the date of adoption. FAS No.167 is effective for fiscal years beginning after November15, 2009, or January1, 2010 for AES. Early adoption is prohibited. AES is currently reviewing the potential impact of FAS No.167, but at this time cannot determine the impact on the Companys financial statements.
FAS No.168, FASB Codification and the Hierarchy of GAAP (FAS No.168)
In June 2009, the FASB issued FAS No.168, which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with U.S. GAAP. FAS No.168 rep |
2. INVENTORY |
2. INVENTORY
The following table summarizes the Companys inventory balances as of June30, 2009 and December31, 2008:
June30, 2009 December31, 2008
(in millions)
Coal, fuel oil and other raw materials $ 300 $ 311
Spare parts and supplies 277 253
Total $ 577 $ 564
|
3. FAIR VALUE DISCLOSURES |
3. FAIR VALUE DISCLOSURES
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and APB 28-1) which amended FAS No.107, Disclosures about Fair Value of Financial Instruments and APB Opinion No.28, Interim Financial Reporting, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. AES has incorporated these additional disclosures into this Form 10-Q.
The following table summarizes the carrying value and fair value of the Companys financial assets and liabilities as of June30, 2009 and December31, 2008:
June30, 2009 December31, 2008
Carrying Amount Fair Value Carrying Amount Fair Value
(inmillions)
Assets
Marketable securities (1) $ 1,194 $ 1,194 $ 1,413 $ 1,413
Derivatives (2) 215 215 350 350
Total assets $ 1,409 $ 1,409 $ 1,763 $ 1,763
Liabilities
Debt (3) $ 19,220 $ 19,228 $ 18,091 $ 15,588
Derivatives (2) 372 372 534 534
Total liabilities $ 19,592 $ 19,600 $ 18,625 $ 16,122
(1)
See Note4 Investments in Marketable Securities for additional information regarding the classification of marketable securities in the Fair Value Hierarchy in accordance with FAS No.157, Fair Value Measurements (FAS No.157).
(2)
See Note5 Derivative Instruments and Hedging Activities for additional information regarding the fair value of derivatives.
(3)
See Note7 Long-Term Debt for additional information regarding the fair value of debt.
The Company adopted the provisions of FAS No.157 as of January1, 2008 for financial assets and liabilities and January1, 2009 for all nonrecurring fair value measurements of nonfinancial assets. In general the Companys nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include goodwill; intangible assets, such as sales concessions, land rights and emissions allowances; and long-lived tangible assets including property, plant and equipment. The Company did not adjust any nonfinancial assets or liabilities measured at fair value on a nonrecurring basis to fair value during the three or six months ended June30, 2009. Although the adoption of FAS No.157 did not materially impact our financial condition, results of operations or cash flows, additional disclosures about fair value measurements are discussed below.
The Companys financial assets and liabilities that are measured at fair value on a recurring basis fall into two broad categories: marketable securities and derivatives. Marketable securities are generally measured at fair value using the market approach. The Companys investments generally consist of debt and equity securities. Equity securities are adjusted to fair value using quoted market prices. Debt securities primarily consist of certificates of deposit, government debt securi |
4. INVESTMENTS IN MARKETABLE SECURITIES |
4. INVESTMENTS IN MARKETABLE SECURITIES
FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP FAS 115-2) became effective and was adopted by the Company for the quarter ended June30, 2009. FSP FAS 115-2 amended existing other-than-temporary impairment guidance for debt securities to change the recognition threshold and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. For debt securities, FSP FAS 115-2 changed the accounting requirements related to the recognition of other-than-temporary impairment. If other-than-temporary impairment is recognized, it is separated into two pieces 1) the amount representing the credit loss is recognized in earnings and 2) the amount related to other factors is recognized in other comprehensive income. The amount recognized in other comprehensive income for held-to-maturity debt securities is then amortized over the remaining life of the security. FSP FAS 115-2 covers new and existing securities held by an entity as of the beginning of the period adopted and requires a cumulative adjustment to the opening balance of retained earnings in the period of adoption with a corresponding adjustment to accumulated other comprehensive income. The adoption did not have a material impact on the Companys financial condition, results of operations, or cash flows. AES has incorporated the additional disclosure requirements below.
The following table sets forth the Companys investments in marketable debt and equity securities reported at fair value as of June30, 2009 and December31, 2008 by security type and by level within the fair value hierarchy in accordance with SFAS No.157. The security types are determined based on the nature and risk of the security and are consistent with how the Company manages, monitors and measures its securities. These securities have been classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Companys assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the determination of the fair value of the securities and their placement within the fair value hierarchy levels.
June30, 2009 December31, 2008
Level1 Level2 Level3 Total (2) Total (2)
(in millions)
AVAILABLE-FOR-SALE:
Unsecured debentures ( 1) $ - $ 582 $ - $ 582 $ 674
Certificates of deposit (1) - 406 - 406 493
Government debt securities (3) - 110 - 110 32
Common stock 1 - - 1 1
Money market funds - 30 - 30 21
Other - - 2 2 42
Subtotal $ 1 $ 1,128 $ 2 $ 1,131 $ 1,263
TRADING:
Mutual funds 7 - - 7 -
Subtotal 7 - - 7 -
TOTAL $ 8 $ 1,128 $ 2 $ 1,138 $ 1,263
|
5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES |
5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Risk Management Objectives
The Company is exposed to market risks associated with its enterprise-wide business activities, namely the purchase and sale of fuels and electricity as well as foreign currency risk and interest rate risk. In order to manage the market risks associated with these business activities, we enter into contracts that incorporate derivatives and financial instruments, including forwards, futures, options, swaps or combinations thereof as appropriate. Derivative transactions are not entered into for trading purposes.
Interest Rate Risk
AES and its subsidiaries utilize variable rate debt financing for construction projects and operations, resulting in an exposure to interest rate risk. Interest rate swap, cap and floor agreements are entered into to manage interest rate risk by effectively fixing or limiting the interest rate exposure on the underlying financing. These interest rate contracts range in maturity through 2026. The following table sets forth, by type of interest rate index, the Companys current and maximum outstanding notional under its interest rate derivative instruments, the weighted average remaining term and the percentage of variable-rate debt hedged that is based on that index as of June30, 2009 regardless of whether the derivative instruments are in qualifying cash flow hedging relationships:
June 30, 2009
CurrentDerivative NotionalTranslated to USD Maximum DerivativeNotional Translated to USD(1) WeightedAverage Remaining Term %ofDebt CurrentlyHedged by Index(2)
(in millions) (in years)
Libor (U.S. Dollar) $ 2,800 $ 3,292 8 73 %
Euribor (Euro) 1,050 1,152 5 89 %
Libor (British Pound Sterling) 75 84 6 60 %
Treasury Bills (U.S. Dollar)(3) 65 70 1 116 %
City of Petersburg, Indiana Pollution Control Refunding RevenueBonds Adjustable Rate (U.S. Dollar) 40 40 14 100 %
Bubor (Hungarian Forint) 19 19 1 71 %
(1)
The Companys interest rate derivative instruments primarily include accreting and amortizing notionals. The maximum derivative notional represents the largest notional at any point between June30, 2009 and the maturity of the derivative instrument, which includes forward starting derivative instruments.
(2)
Excludes variable-rate debt tied to other indices where the Company has no interest rate derivatives.
(3)
Debt and swap are related to a construction project. This swap does not currently qualify for cash flow hedge accounting.
Cross currency swaps are utilized in certain instances to manage the risk related to fluctuations in both interest rates and certain foreign currencies. These cross currency contracts range in maturity through 2028. The following table sets forth, by type of foreign currency denomination, the Companys current and maximum outstanding notional of its cross currency derivative instruments as of June30, 2009 which are all in qualifying cash flow hedging relationships:
June30, 2009
NotionalTranslated toUSD |
6. INVESTMENTS IN AND ADVANCES TO AFFILIATES |
6. INVESTMENTS IN AND ADVANCES TO AFFILIATES
50%-or-less Owned Affiliates and Majority-owned Unconsolidated Subsidiaries
AES holds a 71% ownership interest in AES Energia Cartagena (Cartagena), a VIE, in which the Company is not the primary beneficiary. The Companys investment in Cartagena is a combination of common stock and participative loans. As a result of unrealized losses on Cartagenas interest rate hedges, in December 2008, the investment balance was reduced to zero and the equity method of accounting was suspended. AES will resume the equity method of accounting and recognize income once Cartagena generates income of which AESs portion is greater than or equal to the cumulative losses AES has not recognized while the equity method of accounting has been suspended. In June 2009, Cartagena received a cash settlement of $53 million for liquidated damages including legal costs incurred related to the construction delay from December 2005 to November 2006 of the 1,200 MW generation plant in Cartagena, Spain. Cartagena used the settlement proceeds to repay a portion of the participative loans outstanding to its investors including AES. In June 2009, the Company received its p roportionate share of the settlement, $35 million, which was recognized as net equity in earnings of affiliates because the distribution was in excess of the Companys current investment balance of zero and AES does not have an obligation or intent to fund future cash flow requirements of Cartagena.
The following table summarizes financial information of the affiliates accounted for using the equity method in which we own 50% or less and have the ability to exercise significant influence but do not control and our majority-owned unconsolidated subsidiaries:
50%-or-less Owned Affiliates(1) Majority-ownedUnconsolidated Subsidiaries(2)
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30,
2009 2008 2009 2008 2009 2008 2009 2008
(in millions) (in millions)
Revenue $ 289 $ 299 $ 537 $ 587 $ 77 $ 42 $ 79 $ 87
Gross margin $ 52 $ 37 $ 70 $ 85 $ 20 $ 14 $ 20 $ 32
Net income $ 23 $ 42 $ 34 $ 84 $ 24 $ (1 ) $ 22 $ 3
(1)
The 50%-or-less Owned Affiliates portion of the table excludes information related to the Companhia Energetica de Minas Gerais (CEMIG) business because the Company discontinued the application of the equity method of accounting in accordance with its accounting policy regarding equity method investments. In addition, although the Companys ownership interest in Trinidad Generation Unlimited, (Trinidad) is 10%, the Company accounts for its investment in Trinidad as an equity method investment because AES continues to exercise significant influence through the supermajority vote requirement for any significant future project development activities.
(2)
The Majority-owned Unconsolidated Subsidiaries portion of the table includes information related to Barry, Cartagen |
7. LONG-TERM DEBT |
7. LONG-TERM DEBT
The Company has two types of debt reported on its balance sheet: non-recourse and recourse debt. Non-recourse debt is used to fund investments and capital expenditures for the construction and acquisition of electric power plants, wind farms and distribution companies at our subsidiaries. Non-recourse debt is generally secured by the capital stock, physical assets, contracts and cash flows of the related subsidiary. The default risk is limited to the respective business and is without recourse to the Parent Company and other subsidiaries. Recourse debt is direct borrowings by the Parent Company and is used to fund development, construction or acquisition and serves as funding to equity investments or loans to the affiliates. This debt is with recourse to the Parent Company and is structurally subordinated to the affiliates non-recourse debt.
Recourse and non-recourse debt are carried at amortized cost. The following table summarizes the carrying amount and estimated fair values of the Companys recourse and non-recourse debt as of June30, 2009 and December31, 2008:
June30, 2009 December31, 2008
Carrying Amount Fair Value Carrying Amount Fair Value
(inmillions)
Non-recourse debt $ 13,705 $ 13,992 $ 12,943 $ 11,200
Recourse debt 5,515 5,236 5,148 4,388
Total debt $ 19,220 $ 19,228 $ 18,091 $ 15,588
The fair value of non-recourse debt is estimated differently depending upon the type of loan. The fair value of fixed rate loans is estimated using quoted market prices or a discounted cash flow analysis. For variable rate loans, carrying value typically approximates fair value. At December31, 2008, credit spreads were significantly above historic levels. For the U.S.Dollar, Euro and British Pound markets where the Company believed the expanded credit spread was material, fair value was estimated using a discounted cash flow analysis. The increase in credit spreads was calculated as the difference between composite fair value curves, published by pricing services for the relevant issuer credit rating, and London Inter-Bank Offered Rate (LIBOR). For all other currencies, the Company continued to assume the carrying value was equal to fair value. As of June30, 2009, credit spreads had returned to a typical range for all currencies and the Company determined that carrying value approximated fair value for all of our variable rate debt.
The estimated fair value was determined using available market information as of June30, 2009. The Company is not aware of any factors that would significantly affect the estimated fair value amounts subsequent to June30, 2009.
Non-Recourse Debt
Subsidiary non-recourse debt in default or accelerated, including any temporarily waived default, is classified as current debt in the accompanying condensed consolidated balance sheets. The following table summarizes the Companys subsidiary non-recourse debt in default or accelerated as of June30, 2009:
Subsidiary PrimaryNature ofDefault June30,2009
Default NetAsse |
8. CONTINGENCIES AND COMMITMENTS |
8. CONTINGENCIES AND COMMITMENTS
Environmental
The Company periodically reviews its obligations as they relate to compliance with environmental laws, including site restoration and remediation. As of June 30, 2009, the Company had recorded liabilities of $29million for projected environmental remediation costs. Due to the uncertainties associated with environmental assessment and remediation activities, future costs of compliance or remediation could be higher or lower than the amount currently accrued. Based on currently available information and analysis, the Company believes that it is reasonably possible that costs associated with such liabilities, or as yet unknown liabilities, may exceed current reserves in amounts that could be material but cannot be estimated as of June 30, 2009.
For a discussion of potential U.S. federal climate change legislation and potential international agreements on climate change, see Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations Overview of Our Business Key Trends and Uncertainties Regulatory Environment.
If national climate change legislation or other legislation is not enacted that precludes the U.S. Environmental Protection Agency (EPA) from regulating greenhouse gas (GHG) under the Clean Air Act (CAA), the EPA is likely to regulate GHG emissions. As noted in the Companys 2008 Form 10-K, on April2, 2007, the U.S. Supreme Court issued a decision in a case involving the regulation of CO2 emissions from motor vehicles under the CAA. The Court ruled that CO2 is a pollutant which potentially could be subject to regulation under Section202 of the CAA and that the EPA had a duty to determine whether CO2 emissions contribute to climate change or to provide some reasonable explanation why it would not exercise its authority. In response to the Courts decision, on July11, 2008, the U.S. EPA issued an Advanced Notice of Public Rulemaking soliciting public input on whether CO2 emissions should be regulated from both mobile and stationary sources under Section202 the CAA. In order for the EPA to regulate CO2 and other greenhouse emissions under Section202 of the CAA, such emissions must be endangering public health and welfare under the CAA. On April17, 2009, EPA released proposed findings for comment which included a proposed finding that atmospheric concentrations of six greenhouse gases, including CO2, endanger public health and welfare within the meaning of Section202(a) of the CAA. The EPA held two public meetings in May 2009, and the period for public comments closed on June23, 2009. While the EPA has not proposed regulations at this time, a finding that CO2 and other greenhouse emissions endanger the public health and welfare would allow the agency to regulate mobile sources of greenhouse gas emissions under the CAA. It is possible that the EPA could subsequently make a similar finding with respect to greenhouse gas emissions from stationary sources. Such a determination by the EPA could result in CO2 emission limits on stationary sources that do not include market-based compliance mechanisms, which could increase our costs directly and indirectly a |
9. PENSION PLANS |
9. PENSION PLANS
Total pension cost for the three and six months ended June30, 2009 and 2008 included the following components:
Three Months Ended June30, Six Months Ended June30,
2009 2008 2009 2008
U.S. Foreign U.S. Foreign U.S. Foreign U.S. Foreign
(in millions) (in millions)
Service cost $ 2 $ 3 $ 2 $ 4 $ 4 $ 6 $ 3 $ 7
Interest cost 9 111 8 123 17 211 16 244
Expected return on plan assets (6 ) (90 ) (9 ) (111 ) (13 ) (171 ) (17 ) (220 )
Amortization of initial net asset - - - - - (1 ) - (2 )
Amortization of prior service cost 1 - - - 2 - 1 -
Amortization of net loss 4 2 1 1 8 3 1 2
Total pension cost $ 10 $ 26 $ 2 $ 17 $ 18 $ 48 $ 4 $ 31
Total employer contributions for the six months ended June30, 2009 for the Companys U.S. and foreign subsidiaries were $10million and $85million, respectively. The expected remaining scheduled annual employer contributions for 2009 are $12million for U.S. subsidiaries and $66million for foreign subsidiaries. As of June30, 2009, the depreciation of the U.S.Dollar compared to the Brazilian Real (BRL) resulted in an increase of $18 million in the estimate of total remaining expected 2009 employer contributions for foreign subsidiaries when translated into U.S. Dollar. This increase is entirely due to the change in the exchange rate used to translate the BRL, the local currency, to a U.S.Dollar estimate of expected future contributions. The expected contributions, which will be made in BRL, remain unchanged. |
10. COMPREHENSIVE INCOME |
10. COMPREHENSIVE INCOME
The components of comprehensive income for the three and six months ended June30, 2009 and 2008 were as follows:
ThreeMonthsEnded June30, SixMonthsEnded June30,
2009 2008 2009 2008
(in millions)
Net income $ 531 $ 1,160 $ 1,032 $ 1,568
Change in fair value of available-for-sale securities, net of income tax benefit of $, $, $ and $1, respectively - - - (1 )
Foreign currency translation adjustments, net of income tax expense of $30, $13, $31 and $16, respectively 402 210 333 290
Derivative activity:
Reclassification to earnings, net of income tax benefit of $15, $6, $26 and $10, respectively (37 ) 1 (43 ) -
Change in derivative fair value, net of income tax (expense) benefit of $(29), $8, $(69) and $94, respectively 86 11 186 (146 )
Total change in fair value of derivatives 49 12 143 (146 )
Change in unfunded pension obligation, net of income tax (expense) benefit of $(1), $12, $(1) and $12, respectively 1 (11 ) 2 (11 )
Other comprehensive income 452 211 478 132
Comprehensive income 983 1,371 1,510 1,700
Less: Comprehensive income attributable to noncontrolling interests(1) (518 ) (426 ) (818 ) (618 )
Comprehensive income attributable to The AES Corporation $ 465 $ 945 $ 692 $ 1,082
(1)
Reflects the income (loss) attributed to noncontrolling interests in the form of common securities and dividends on preferred stock of subsidiaries.
The components of accumulated other comprehensive loss as of June30, 2009 were as follows:
(inmillions)
Foreign currency translation adjustment $ 2,518
Unrealized derivative losses 159
Unfunded pension obligation 170
Accumulated other comprehensive loss as of June30, 2009 $ 2,847
|
11. SEGMENTS |
11. SEGMENTS
As further described below, beginning with the Companys Quarterly Report on Form 10-Q for the three months ended March31, 2009 filed with the SEC on May8, 2009, the Company modified its segment reporting in accordance with FAS No.131, Disclosures about Segments of an Enterprise and Related Information (FAS No.131).
Background
Through the end of 2008, the Company organized its operations for management reporting purposes along two primary lines of business the generation of electricity (Generation) and the distribution of electricity (Utilities) within four geographic regions: Latin America; North America; Europe Africa; and Asia the Middle East(Asia). Three regions, North America, Latin America and Europe Africa, are engaged in both Generation and Utility businesses. Our Asia region only has Generation businesses. This regional management structure resulted in the Company reporting seven segments, as defined in FAS No.131 in the 2008 Form 10-K. These reportable segments included Latin America Generation, Latin America Utilities, North America Generation, North America Utilities, Europe Africa Generation, Europe Africa Utilities and Asia Generation. In addition, the Company reported certain activities in Corporate and Other including corporate overhead costs which are not directly associated with the operations of our primary operating segments; and other intercompany charges such as self-insurance premiums which are fully eliminated in consolidation. The Companys alternative energy business which included AES Wind Generation, climate solutions, and certain other initiatives, was managed by our alternative energy group. The associated revenue, development and operational costs were reported under Corporate and Other since its results were not material to the presentation of the Companys operating segments.
2009 Segment Reporting
Management Reporting Structure In early 2009, we implemented certain internal organizational changes in an effort to streamline the organization. These changes affected how results are reported internally for management review, but did not change any of the chief operating decision makers. The new management reporting structure continues to be organized along our two lines of businesses, but there are now three regions: (1)Latin America Africa; (2)North America and AES Wind; and (3)Europe, Middle East Asia (collectively EMEA), each managed by a regional president. The Company no longer has an alternative energy group. Instead, AES Wind Generation is managed with our North America region while climate solutions projects are now managed in the region in which they are located. In addition to the change in regional management structure, with the exception of AES Wind Development, the Company now manages all development efforts centrally through a development group.
Segment Reporting Structure The new segment reporting structure uses the management reporting structure as its foundation. The Companys segment reporting structure continues to be organized along our two lines of business and three regions to reflect how the Company manages the business internally. The Company applied |
12. OTHER INCOME (EXPENSE) |
12. OTHER INCOME (EXPENSE)
The components of other income were summarized as follows:
ThreeMonthsEnded June30, SixMonthsEnded June30,
2009 2008 2009 2008
(in millions)
Tax credit settlement $ - $ - $ 129 $ -
Management performance incentive - - 80 -
Gain on extinguishment of liabilities 3 117 3 124
Gain on sale of assets 2 1 8 4
Other 17 32 24 67
Total other income $ 22 $ 150 $ 244 $ 195
Other income generally includes gains on asset sales and extinguishments of liabilities, favorable judgments on legal settlements and other income from miscellaneous transactions.
Other income of $22million for the three months ended June30, 2009 included a gain on early extinguishment of debt at Itabo in the Dominican Republic, a reversal of a legal reserve at Sonel in Cameroon, and insurance recoveries related to turbine damage at one of our Brazilian subsidiaries. Other income of $150 million for the three months ended June30, 2008 included a $117 million gain related to the extinguishment of a tax liability at Eletropaulo, whose net impact to the Company after noncontrolling interests was $19 million, and insurance recoveries of $14 million for damaged turbines at Uruguaiana.
Other income of $244 million for the six months ended June30, 2009 included a favorable court decision on a legal dispute in which Eletropaulo, the Companys utility business in Brazil, had requested reimbursement for excess non-income taxes paid from 1989 to 1992. Eletropaulo received reimbursement in the form of tax credits to be applied against future tax liabilities resulting in a $129 million gain. The net impact to the Company after noncontrolling interests was $21 million. In addition, the Company recognized income of $80 million from a performance incentive bonus for management services provided to Ekibastuz and Maikuben in 2008. The management agreement was related to the sale of these businesses in Kazakhstan in May 2008; see further discussion of this transaction in Note 14 Acquisitions and Dispositions. Other income of $195 million for the six months ended June30, 2008 included the previously mentioned gain on extinguishment of a tax liability and insurance recoveries in the second quarter of 2008, as well as $14 million of compensation received from the local government for the impairment of plant assets and cessation of the power purchase agreement associated with a settlement agreement to shut down the Hefei generation facility in China recorded during the first quarter of 2008.
The components of other expense were summarized as follows:
ThreeMonthsEnded June30, SixMonthsEnded June30,
2009 2008 2009 2008
(in millions)
Loss on extinguishment of debt $ - $ 69 $ - $ 69
Loss on sale and disposal of assets 9 8 14 15
Legal/dispute settlement 1 1 10 15
Other 20 7 28 11
|
13. DISCONTINUED OPERATIONS |
13. DISCONTINUED OPERATIONS
The Company had no discontinued operations for the three and six months ended June30, 2009.
In December 2008, the Company completed the sale of its 70% equity interest in Jiaozuo AES Wanfang Power Co., Ltd. (Jiaozuo), which was reported in the Asia Generation segment, for approximately $73 million, net of any withholding taxes. For the three and six months ended June30, 2008, income from operations of discontinued businesses was $1 million and $3 million, respectively, and reflected the operations of Jiaozuo.
The following table summarizes the revenue, income tax expense and income from operations of the discontinued businesses for the three and six months ended June30, 2008:
ThreeMonths Ended June30,2008 Six Months Ended June30,2008
(in millions)
Revenue $ 20 $ 43
Income from operations of discontinued businesses $ - $ 3
Income tax benefit 1 -
Income from operations of discontinued businesses, net of tax $ 1 $ 3
Loss on disposal of discontinued operations $ - $ (1 )
|
14. ACQUISITIONS AND DISPOSITIONS |
14. ACQUISITIONS AND DISPOSITIONS
Dispositions
On May30, 2008 the Company completed the sale of two of its wholly-owned subsidiaries in Kazakhstan, AES EkibastuzLLP (Ekibastuz), a coal-fired generation plant, and Maikuben WestLLP (Maikuben), a coal mine. Total consideration received in the transaction was approximately $1.1billion plus additional potential earn-out provisions, a three-year management and operation agreement and a capital expenditures program bonus. Due to the fact that AES was to have significant continuing involvement in the management and operations of the businesses through its three-year management and operation agreement, the results of operations from Ekibastuz and Maikuben were included in income from continuing operations through the date of the disposition. Income earned as a result of the three-year management and operation agreement has been recognized as management fee income for all periods subsequent to the disposition.
On March23, 2009, the Company and Kazakhmys PLC (Kazakhmys), which purchased the subsidiaries, mutually agreed to terminate the original sale agreement and the three-year management and operation agreement. In connection with the termination of these agreements, the Company and Kazakhmys entered into a new agreement (the 2009 Agreement). Under the 2009 Agreement, Kazakhmys agreed to pay the Company an $80 million performance incentive bonus in April 2009 for management services provided in 2008. This was recognized as Other Income in the Companys condensed consolidated statement of operations during the first quarter of 2009. The cash was received by the Company in April 2009. A $13 million gain was recognized related to a reversal of a tax contingency for a contractual obligation, under which the Company provided indemnification to Kazakhmys, which expired in January 2009. This was recorded as an adjustment to the gain on the sale of Ekibastuz and Maikuben during the first quarter of 2009.
The 2009 agreement also provided for an additional $102 million payment, primarily related to the termination of the management agreement, payable to AES in January 2010. In May 2009, Kazakhmys provided an irrevocable standby letter of credit from a credit worthy institution to AES of $102 million to secure the final payment. The payment of the final component of the management termination agreement is not contingent upon any future events. As a result, the Company recognized an additional gain on the sale of Ekibastuz and Maikuben of approximately $98.5 million in the second quarter of 2009.
The parties agreed to terminate both the Stock Purchase Agreement and the Management Agreement, and have further agreed to a mutual release of prior claims. As part of the management termination agreement, AES agreed to transition the management of the businesses to Kazakhmys over a period of 100 days from March13, 2009. The transition period ended June21, 2009 and at that time the management of Ekibastuz and Maikuben became the responsibility of Kazakhmys. Despite the termination of the management agreement, the Companys involvement with the businesses remained in place for more than one year from the d |
15. EARNINGS PER SHARE |
15. EARNINGS PER SHARE
Basic and diluted earnings per share are based on the weighted average number of shares of common stock and potential common stock outstanding during the period, after giving effect to stock splits. Potential common stock, for purposes of determining diluted earnings per share, includes the effects of dilutive restricted stock units and stock options. The effect of such potential common stock is computed using the treasury stock method or the if-converted method, as applicable.
The following table presents a reconciliation of the numerator and denominator of the basic and diluted earnings per share computation for income from continuing operations for the three and six months ended June30, 2009 and 2008. In the table below, income represents the numerator and weighted-average shares represent the denominator:
Three Months Ended June30,
2009 2008
Income Shares $ per Share Income Shares $ per Share
(in millions except per share data)
BASIC EARNINGS PER SHARE
Income from continuing operations attributable to The AES Corporation common stockholders $ 303 667 $ 0.45 $ 902 672 $ 1.34
EFFECT OF DILUTIVE SECURITIES
Convertible securities 6 15 - 6 15 (0.03 )
Stock options - 1 - - 6 -
Restricted stock units - 1 - - 1 -
DILUTED EARNINGS PER SHARE $ 309 684 $ 0.45 $ 908 694 $ 1.31
Six Months Ended June30,
2009 2008
Income Shares $ per Share Income Shares $ per Share
(in millions except per share data)
BASIC EARNINGS PER SHARE
Income from continuing operations attributable to The AES Corporation common stockholders $ 521 666 $ 0.78 $ 1,134 671 $ 1.69
EFFECT OF DILUTIVE SECURITIES
Convertible securities - - - 11 15 (0.04 )
Stock options - 1 - - 6 -
Restricted stock units - 1 - - 2 -
DILUTED EARNINGS PER SHARE $ 521 668 $ 0.78 $ 1,145 694 $ 1.65
There were approximately 20,169,060 and 7,616,664 additional options outstanding at June30, 2009 and 2008, respectively, that could potentially dilute basic earnings per share in the future. Those options were not included in the computation of diluted earnings per share because the exercise price exceeded the average market price during the related periods. For the three months ended June30, 2009 and 2008, no convertible debentures were omitted from the earnings per share calculation because they were all dilutive. For the six months ended June30, 2009, all convertible debentures were omitted from the earnings per share calculation because they were anti-dilutive. For the six months ended June30, 2008, there were no convertible debentures omitted from the earnings per share calcula |
16. ACCOUNTS RECEIVABLE SECURITIZATION |
16. ACCOUNTS RECEIVABLE SECURITIZATION
IPL, a consolidated subsidiary of the Company, formed IPL Funding Corporation (IPL Funding) in 1996 as a special purpose entity to purchase, on a revolving basis, up to $50million of the accounts receivable and related collections of IPL. IPL Funding is consolidated by IPL and IPALCO, the holding company of IPL, as a qualified special-purpose entity under FAS No.140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. IPL Funding has entered into a sale facility with unrelated parties (the Purchasers) pursuant to which the Purchasers agree to purchase from IPL Funding, on a revolving basis, interests in the pool of receivables purchased from IPL up to the lesser of (1) an amount determined pursuant to the sale facility that takes into account certain eligibility requirements and reserves relating to the receivables, or (2) $50 million. During the second quarter of 2009, this agreement was extended through May25, 2010. Accounts receivable on the Companys condensed consolidated balance sheets are stated net of the $50million sold and include $78 million and $87 million as of June30, 2009 and December31, 2008, respectively, related to IPL Fundings accounts receivable.
IPL retains servicing responsibilities for its role as a collection agent on the amounts due on the sold receivables. However, the Purchasers assume the risk of collection on the purchased receivables without recourse to IPL in the event of a loss. While no direct recourse to IPL exists, it risks loss in the event collections are not sufficient to allow for full recovery of its retained interests. No servicing asset or liability is recognized since the servicing fee paid to IPL approximates a market rate.
The carrying values of the retained interests are determined by allocating the carrying value of the receivables between the assets sold and the interests retained based on relative fair value. The key assumptions in estimating fair value are credit losses, the selection of discount rates, and expected receivables turnover rate. The hypothetical effect on the fair value of the retained interests assuming both a 10% and a 20% unfavorable variation in credit losses or discount rates is not material due to the short turnover of receivables and historically low credit loss history.
The losses recognized on the sales of receivables were $0.3million and $0.4 million for the three months ended June30, 2009 and 2008, respectively, and $0.6million and $1million for the six months ended June30, 2009 and 2008, respectively. These losses are included in other expense on the condensed consolidated statements of operations. The amount of the losses recognized depends on the previous carrying amount of the financial assets involved in the transfer, allocated between the assets sold and the interests that continue to be held by the transferor based on their relative fair value at the date of transfer, and the proceeds received.
There were no proceeds from new securitizations for each of the three and six months ended June30, 2009 and 2008. IPL Funding pays IPL annual service fees totaling $0.6 mill |
17. SUBSEQUENT EVENTS |
17. SUBSEQUENT EVENTS
On July 30, 2009, Cartagena received a notice from the Spanish national energy regulator, CNE, stating its intention to invoice Cartagena for CO2 allowances previously granted to Cartagena from 2007 through the first half of 2009. The impact to the Parent Company, if any, cannot be determined at this time. See further discussion in Note8 Contingencies and Commitments Litigation.
On July31, 2009, the Company secured $221 million in project financing and credit facilities for its 101MW Armenia Mountain wind project located in Pennsylvania. Commercial operation is scheduled for the fourth quarter of 2009.
Subsequent events have been evaluated through August 6, 2009, the date of issuance of this Form10-Q. |