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Equity
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
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 had 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 represented mandatorily convertible preferred stock. Accordingly, the shares associated with the combined instrument were 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 were 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 renewables businesses, U.S. utility businesses, LNG infrastructure, and for other developments determined by management.
The Series A Preferred Stock did not bear any dividends and the liquidation preference of the convertible preferred stock did not accrete. The Series A Preferred Stock had no maturity date and would remain outstanding unless converted by holders or redeemed by the Company. Holders of the preferred shares had limited voting rights. The Series A Preferred Stock was pledged as collateral to support holders’ purchase obligations under the 2024 Purchase Contracts, which obligated the holders to purchase, on February 15, 2024, for a price of $100 in cash, a maximum number of 57,467,883 shares of the Company’s common stock (subject to customary anti-dilution adjustments). The initial settlement rate determining the number of shares that each holder must purchase could not exceed the maximum settlement rate and was 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. On February 15, 2024, the Series A Preferred Stock was tendered to satisfy the 2024 Purchase Contract’s settlement price and the Corporate Units were converted into shares of the Company’s common stock at the maximum settlement rate of 3.8859, equivalent to a reference price of $25.73. The Series A Preferred Stock was canceled and 40,531,845 shares of AES common stock were issued upon conversion.
The Company paid 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 was made, the related liability was reduced and the difference between the cash payment and the present value accreted to interest expense, approximately $5 million over the three-year term. The final Contract Adjustment Payments were made on February 15, 2024.
Equity Transactions with Noncontrolling Interests
AES Clean Energy Tax Equity Partnerships — The majority of solar projects in the U.S. 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. The substance of such arrangements is that of a preferred structure, whereby tax equity investors are granted preferential returns in the form of significant earnings and tax allocations from the partnership, until a specified internal rate of return is achieved.
During 2024, 2023, and 2022, AES Clean Energy Development and AES Renewable Holdings, through multiple transactions, sold noncontrolling interests in project companies to tax equity investors, resulting in the following increases to NCI (in millions):
Business202420232022
AES Clean Energy Development
$603 $1,039 $230 
AES Renewable Holdings
263 124 88 
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.
AES Brasiliana — In October 2024, prior to and separate from the sale of AES Brasil, the Company completed the acquisition of the remaining noncontrolling ownership interest in AES Brasiliana Holdings Ltda. ("AES Brasiliana") for a nominal amount. This transaction resulted in a $304 million decrease in Parent Company Stockholders' Equity due to a decrease in additional paid-in-capital of $802 million, offset by the reclassification of cumulative translation adjustments from NCI to AOCL of $498 million. As the Company maintained control after the acquisition, AES Brasiliana continues to be consolidated by the Company within the Renewables SBU reportable segment.
Chile Renovables Under its renewables partnership agreement with Global Infrastructure Management, LLC (“GIP”), AES Andes will contribute a specified pipeline of renewables development projects to Chile Renovables as the projects reach commercial operations, and GIP may make additional contributions to maintain its 49% ownership interest. During 2024, 2023, and 2022, 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)
Bolero
November 202358 57 
Andes Solar 2b
December 2023156 145 11 
Mesamávida
February 202440 51 (11)
In December 2023, Chile Renovables issued $275 million of preferred shares to GIP, the proceeds of which will be used to fund the development of an additional pipeline of renewables projects. Under the terms of the operating agreement, GIP will receive an escalating specified internal rate of return up until the point the projects reach commercial operations. As each project reaches commercial operations, the preferred shares will convert to common stock and GIP may make additional contributions to maintain its 49% ownership interest. In the fourth quarter of 2024, the San Matias, Andes Solar IV, and Andes Solar 2b Expansion projects reached commercial operations. The preferred shares were converted to common stock and GIP made additional contributions of $77 million, resulting in an increase to NCI of $74 million and an increase to additional paid-in capital of $3 million.
As the Company maintained control after each of these transactions, Chile Renovables continues to be consolidated by the Company within the Energy Infrastructure SBU reportable segment.
AES Puerto Rico Solar — In May 2024, AES CFE Holding II entered into an agreement for the sale of a 30% ownership interest in the Marahu project for $35 million, resulting in an increase to NCI. As the Company maintained control after this transaction, AES Puerto Rico Solar continues to be consolidated by the Company within the Renewables SBU reportable segment.
Hardy Hills Solar — In December 2023, AES Indiana sold a noncontrolling interest in the Hardy Hills solar project to a tax equity investor, resulting in a $79 million increase to NCI. In May 2024, the project reached commercial operations and AES Indiana received an additional $47 million from the tax equity investor. AES Indiana is reported in the Utilities SBU reportable segment.
AES Dominicana — In December 2023, the Company completed the sale of a 20% ownership interest in AES Dominicana for $192 million. AES Dominicana consists of five operating subsidiaries: Andres, Los Mina, Bayasol, Santanasol, and Agua Clara. This transaction decreased the Company's economic interest to 65% and resulted in a $74 million increase in Parent Company Stockholder's Equity due to an increase in additional paid-in-capital of $73 million and the reclassification of accumulated other comprehensive losses from AOCL to NCI of $1 million. As the Company maintained control after the sale, AES Dominicana continues to be consolidated by the Company. Andres and Los Mina are included within the Energy Infrastructure SBU reportable segment and Bayasol, Santanasol, and Aqua Clara are included within the Renewables SBU reportable segment.
Colon — In December 2023, the Company completed the sale of a 35% ownership interest in Colon for $146 million, which decreased the Company's economic interest to 65%. This transaction resulted in a $43 million increase in Parent Company Stockholder's Equity due to an increase in additional paid-in-capital of $31 million and the reclassification of accumulated other comprehensive losses from AOCL to NCI of $12 million. As the Company maintained control after the sale, Colon continues to be consolidated by the Company within the Energy Infrastructure SBU reportable segment.
AES Renewable Holdings — In December 2023, AES Renewable Holdings issued preferred shares in a portfolio of operating assets ("OpCo 1") to HASI for total proceeds of $143 million. Under the terms of the operating agreement, HASI will receive cash distributions disproportionate to its ownership interest in OpCo 1 until a specified internal rate of return is reached. As the Company maintained control after the transaction, AES Renewable Holdings continues to be consolidated by the Company within the Renewables 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 9—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.
Southland Energy — In December 2022, the Company completed the sale of a 14.9% ownership interest in the Southland Energy assets for $157 million, which decreased the Company's economic interest to 50.1%. This transaction resulted in a $91 million increase in Parent Company Stockholder's Equity due to an increase in additional paid-in-capital of $94 million, net of tax and transaction costs, partially offset by the reclassification of accumulated other comprehensive income from AOCL to NCI of $3 million. As the Company maintained control after the sale, Southland Energy continues to be consolidated by the Company. The CCGT units and interconnected battery-based energy storage facilities are included within the Energy Infrastructure SBU and Renewables SBU reportable segments, respectively.
AES Brasil In September 2022, AES Brasil commenced a private placement offering for its existing shareholders to subscribe for up to 116 million newly issued shares, of which 107 million were subscribed. AES Holdings Brasil Ltda. ("AHB") and noncontrolling interest holders subscribed for 54 million and 53 million shares, respectively, thereby increasing AES’ indirect beneficial interest in AES Brasil to 47.4% and resulting in additional capital contributions from noncontrolling interest holders of $98 million, an increase in additional paid-in capital of $10 million, and the reclassification of accumulated other comprehensive losses from NCI to AOCL of $3 million. Prior to its sale in October 2024, AES Brasil was reported in the Renewables SBU reportable segment.
Guaimbê Holding — In January 2022, the Ventus wind complex and AGV solar complex were incorporated by Guaimbê Solar Holding S.A. (“Guaimbê Holding”), a subsidiary of AES Brasil. Guaimbê Holding issued additional 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 the transaction, Guaimbê Holding continued to be consolidated by the Company within the Renewables SBU reportable segment until the sale of AES Brasil in October 2024.
AES Andes — In January 2022, Inversiones Cachagua SpA, an AES subsidiary, 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 in 2022 following the tender offer, Cachagua acquired an additional 1.3% ownership in AES Andes for $22 million, further increasing AES’ indirect beneficial interest to 99.4% The tender offer and these follow-on transactions resulted in a $172 million decrease to Parent Company Stockholder’s Equity due to a decrease in additional paid-in capital of $96 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.
Cochrane — Under the terms of the operating agreement of Cochrane, preferred shareholders have the right to receive an annual amount of $12 million from any dividends or distributions of capital, until reaching their original investment plus a specified rate of return. Cochrane is reported in the Energy Infrastructure SBU reportable segment.
The following table summarizes the net income (loss) attributable to The AES Corporation and all transfers (to) from noncontrolling interests for the periods indicated (in millions):
Year Ended December 31,
202420232022
Net income (loss) attributable to The AES Corporation$1,679 $249 $(546)
Transfers (to) from noncontrolling interest:
Increase (decrease) in The AES Corporation's paid-in capital for sale of subsidiary shares(19)85 78 
Increase (decrease) in The AES Corporation's paid-in capital for acquisition of subsidiary shares
(802)24 (78)
Net transfers (to) from noncontrolling interest(821)109 — 
Change from net income (loss) attributable to The AES Corporation and transfers (to) from noncontrolling interests$858 $358 $(546)
Accumulated Other Comprehensive Loss — The changes in AOCL by component, net of tax and NCI, for the periods indicated were as follows (in millions):
Foreign currency translation adjustments, net
Change in fair value of derivatives, net
Pension adjustments,
 net
Change in fair value option liabilities, netTotal
Balance at December 31, 2021$(1,734)$(456)$(30)$— $(2,220)
Other comprehensive income (loss) before reclassifications(37)645 10 — 618 
Amount reclassified to earnings— 44 — — 44 
Other comprehensive income (loss)(37)689 10 — 662 
Reclassification from NCI due to share sales and repurchases(57)(22)(3)— (82)
Balance at December 31, 2022$(1,828)$211 $(23)$— $(1,640)
Other comprehensive income (loss) before reclassifications136 55 (3)— 188 
Amount reclassified to earnings— (52)— — (52)
Other comprehensive income (loss)136 (3)— 136 
Reclassification from NCI due to share sales— (10)— — (10)
Balance at December 31, 2023$(1,692)$204 $(26)$— $(1,514)
Other comprehensive income (loss) before reclassifications(159)315 (5)154 
Amount reclassified to earnings71 18 — 96 
Other comprehensive income (loss)(88)333 250 
Reclassification from NCI due to share repurchases498 — — — 498 
Balance at December 31, 2024$(1,282)$537 $(24)$$(766)
Reclassifications out of AOCL are presented in the following table. Amounts for the periods indicated are in millions and those in parenthesis indicate debits to the Consolidated Statements of Operations.
Details About
Year Ended December 31,
AOCL ComponentsAffected Line Item in the Consolidated Statements of Operations202420232022
Foreign currency translation adjustments, net
Gain (loss) on disposal and sale of business interests$(649)$— $— 
Net income (loss) attributable to The AES Corporation$(649)$— $— 
Less: Net income (loss) attributable to The AES Corporation—reclassified out of NCI and redeemable stock of subsidiaries578 — — 
Net income (loss) attributable to The AES Corporation—reclassified out of AOCL$(71)$— $— 
Change in fair value of derivatives, net
Non-regulated revenue$— $(8)$(1)
Non-regulated cost of sales(2)(3)(1)
Interest expense(32)17 (58)
Gain (loss) on disposal and sale of business interests(8)33 — 
Asset impairment expense— — (16)
Foreign currency transaction gains (losses)(3)
Income (loss) from continuing operations before taxes and equity in earnings of affiliates(40)36 (74)
Income tax expense
Net equity in losses of affiliates28 
Net income (loss)(30)73 (59)
Less: Net loss (income) attributable to noncontrolling interests and redeemable stock of subsidiaries(21)15 
Net income (loss) attributable to The AES Corporation$(22)$52 $(44)
Less: Net income (loss) attributable to The AES Corporation—reclassified out of NCI— — 
Net income (loss) attributable to The AES Corporation—reclassified out of AOCL$(18)$52 $(44)
Pension adjustments, net
Non-regulated cost of sales$— $— $(1)
Other expense(2)— (1)
Gain (loss) on disposal and sale of business interests(14)— — 
Income (loss) from continuing operations before taxes and equity in earnings of affiliates(16)— (2)
Income tax expense— 
Net income (loss)(15)— (1)
Less: Net loss (income) attributable to noncontrolling interests and redeemable stock of subsidiaries— — 
Net income (loss) attributable to The AES Corporation$(15)$— $— 
Less: Net income (loss) attributable to The AES Corporation—reclassified out of NCI— — 
Net income (loss) attributable to The AES Corporation—reclassified out of AOCL$(7)$— $— 
Total reclassifications out of AOCL for the period, net of income tax and noncontrolling interests
$(96)$52 $(44)
Common Stock Dividends — The Parent Company paid dividends of $0.1725 per outstanding share to its common stockholders during the first, second, third, and fourth quarters of 2024 for dividends declared in December
2023, February 2024, July 2024, and October 2024, respectively.
On December 6, 2024, the Board of Directors declared a quarterly common stock dividend of $0.17595 per share payable on February 14, 2025 to shareholders of record at the close of business on January 31, 2025.
Stock Repurchase Program — No shares were repurchased in 2024 under the Stock Repurchase Program. The cumulative repurchases from the commencement of the Stock Repurchase Program in July 2010 through December 31, 2024 totaled 154.3 million shares for a total cost of $1.9 billion, at an average price per share of $12.12 (including a nominal amount of commissions). As of December 31, 2024, $264 million remained available for repurchase under the Stock Repurchase Program.
The common stock repurchased has been classified as treasury stock and accounted for using the cost method. A total of 148,635,718 and 149,358,357 shares were held as treasury stock at December 31, 2024 and December 31, 2023, respectively. Restricted stock units under the Company's employee benefit plans are issued from treasury stock. The Company has not retired any common stock repurchased since it began the Stock Repurchase Program in July 2010.