Adjusted EPS and Parent Free Cash Flow are non-GAAP financial measures. See attached "Non-GAAP Measures" for definition of Adjusted EPS and see below for definition of Parent Free Cash Flow. The Company is not able to provide a corresponding GAAP equivalent or reconciliation for its Adjusted EPS guidance or its Parent Free Cash Flow expectation without unreasonable effort. See "Non-GAAP measures" for a description of the adjustments to reconcile Adjusted EPS to Diluted EPS for the quarter ended September 30, 2019.

THE AES CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2019

2018

2019

2018

(in millions, except per share amounts)

Revenue:

Regulated

$

799

$

777

$

2,308

$

2,215

Non-Regulated

1,826

2,060

5,450

5,899

Total revenue

2,625

2,837

7,758

8,114

Cost of Sales:

Regulated

(633

)

(638

)

(1,873

)

(1,856

)

Non-Regulated

(1,291

)

(1,528

)

(4,096

)

(4,331

)

Total cost of sales

(1,924

)

(2,166

)

(5,969

)

(6,187

)

Operating margin

701

671

1,789

1,927

General and administrative expenses

(41

)

(43

)

(136

)

(134

)

Interest expense

(250

)

(255

)

(788

)

(799

)

Interest income

81

79

242

231

Loss on extinguishment of debt

(65

)

(11

)

(126

)

(187

)

Other expense

(9

)

(29

)

(35

)

(42

)

Other income

78

10

126

30

Gain (loss) on disposal and sale of business interests

16

(21

)

9

856

Asset impairment expense

—

(74

)

(116

)

(166

)

Foreign currency transaction gains (losses)

(87

)

5

(69

)

(44

)

INCOME FROM CONTINUING OPERATIONS BEFORE TAXES AND EQUITY IN EARNINGS OF AFFILIATES

424

332

896

1,672

Income tax expense

(130

)

(146

)

(302

)

(509

)

Net equity in earnings of affiliates

4

6

3

31

INCOME FROM CONTINUING OPERATIONS

298

192

597

1,194

Loss from operations of discontinued businesses, net of income tax expense of $0, $0, $0, and $2, respectively

—

(4

)

—

(9

)

Gain from disposal of discontinued businesses, net of income tax expense of $0, $2, $0, and $44, respectively

—

3

1

199

NET INCOME

298

191

598

1,384

Less: Income from continuing operations attributable to noncontrolling interests and redeemable stock of subsidiaries

(88

)

(90

)

(217

)

(311

)

Less: Loss from discontinued operations attributable to noncontrolling interests

—

—

—

2

NET INCOME ATTRIBUTABLE TO THE AES CORPORATION

$

210

$

101

$

381

$

1,075

AMOUNTS ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS:

Income from continuing operations, net of tax

$

210

$

102

$

380

$

883

Income (loss) from discontinued operations, net of tax

—

(1

)

1

192

NET INCOME ATTRIBUTABLE TO THE AES CORPORATION

$

210

$

101

$

381

$

1,075

BASIC EARNINGS PER SHARE:

Income from continuing operations attributable to The AES Corporation common stockholders, net of tax

$

0.32

$

0.15

$

0.57

$

1.33

Income from discontinued operations attributable to The AES Corporation common stockholders, net of tax

—

—

—

0.29

NET INCOME ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS

$

0.32

$

0.15

$

0.57

$

1.62

DILUTED EARNINGS PER SHARE:

Income from continuing operations attributable to The AES Corporation common stockholders, net of tax

$

0.32

$

0.15

$

0.57

$

1.33

Income from discontinued operations attributable to The AES Corporation common stockholders, net of tax

—

—

—

0.29

NET INCOME ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS

$

0.32

$

0.15

$

0.57

$

1.62

DILUTED SHARES OUTSTANDING

667

665

667

664

THE AES CORPORATION

Strategic Business Unit (SBU) Information

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

2019

2018

2019

2018

REVENUE

US and Utilities SBU

$

1,130

$

1,230

$

3,125

$

3,252

South America SBU

828

923

2,438

2,664

MCAC SBU

470

462

1,398

1,276

Eurasia SBU

197

224

801

935

Corporate and Other

14

7

39

21

Eliminations

(14

)

(9

)

(43

)

(34

)

Total Revenue

$

2,625

$

2,837

$

7,758

$

8,114

THE AES CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)

September 30, 2019

December 31, 2018

(in millions, except share and per share data)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

1,145

$

1,166

Restricted cash

455

370

Short-term investments

334

313

Accounts receivable, net of allowance for doubtful accounts of $21 and $23, respectively

1,503

1,595

Inventory

495

577

Prepaid expenses

72

130

Other current assets

856

807

Current held-for-sale assets

610

57

Total current assets

5,470

5,015

NONCURRENT ASSETS

Property, Plant and Equipment:

Land

442

449

Electric generation, distribution assets and other

25,148

25,242

Accumulated depreciation

(8,599

)

(8,227

)

Construction in progress

4,862

3,932

Property, plant and equipment, net

21,853

21,396

Other Assets:

Investments in and advances to affiliates

1,209

1,114

Debt service reserves and other deposits

241

467

Goodwill

1,059

1,059

Other intangible assets, net of accumulated amortization of $302 and $457, respectively

462

436

Deferred income taxes

135

97

Loan receivable

1,370

1,423

Other noncurrent assets

1,624

1,514

Total other assets

6,100

6,110

TOTAL ASSETS

$

33,423

$

32,521

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Accounts payable

$

1,237

$

1,329

Accrued interest

236

191

Accrued non-income taxes

230

250

Accrued and other liabilities

951

962

Non-recourse debt, including $312 and $479, respectively, related to variable interest entities

1,882

1,659

Current held-for-sale liabilities

455

8

Total current liabilities

4,991

4,399

NONCURRENT LIABILITIES

Recourse debt

3,556

3,650

Non-recourse debt, including $3,350 and $2,922 respectively, related to variable interest entities

14,323

13,986

Deferred income taxes

1,198

1,280

Other noncurrent liabilities

3,083

2,723

Total noncurrent liabilities

22,160

21,639

Commitments and Contingencies

Redeemable stock of subsidiaries

886

879

EQUITY

THE AES CORPORATION STOCKHOLDERS’ EQUITY

Common stock ($0.01 par value, 1,200,000,000 shares authorized; 817,783,916 issued and 663,892,656 outstanding at September 30, 2019 and 817,203,691 issued and 662,298,096 outstanding at December 31, 2018)

8

8

Additional paid-in capital

7,948

8,154

Accumulated deficit

(614

)

(1,005

)

Accumulated other comprehensive loss

(2,335

)

(2,071

)

Treasury stock, at cost (153,891,260 and 154,905,595 shares at September 30, 2019 and December 31, 2018, respectively)

(1,867

)

(1,878

)

Total AES Corporation stockholders’ equity

3,140

3,208

NONCONTROLLING INTERESTS

2,246

2,396

Total equity

5,386

5,604

TOTAL LIABILITIES AND EQUITY

$

33,423

$

32,521

THE AES CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2019

2018

2019

2018

(in millions)

(in millions)

OPERATING ACTIVITIES:

Net income

$

298

$

191

$

598

$

1,384

Adjustments to net income:

Depreciation and amortization

262

258

774

770

Gain on disposal and sale of business interests

(16

)

21

(9

)

(856

)

Impairment expenses

—

79

116

172

Deferred income taxes

(11

)

38

4

221

Loss on extinguishment of debt

65

11

126

187

Loss on sale and disposal of assets

5

21

21

23

Net gain from disposal and impairments of discontinued businesses

—

(5

)

—

(243

)

Other

135

81

278

207

Changes in operating assets and liabilities:

(Increase) decrease in accounts receivable

17

(131

)

27

(125

)

(Increase) decrease in inventory

(28

)

20

(3

)

(13

)

(Increase) decrease in prepaid expenses and other current assets

(43

)

90

(17

)

15

(Increase) decrease in other assets

(10

)

(37

)

1

(22

)

Increase (decrease) in accounts payable and other current liabilities

17

61

(12

)

(29

)

Increase (decrease) in income tax payables, net and other tax payables

51

1

(124

)

(61

)

Increase (decrease) in other liabilities

19

68

(5

)

51

Net cash provided by operating activities

761

767

1,775

1,681

INVESTING ACTIVITIES:

Capital expenditures

(558

)

(598

)

(1,628

)

(1,592

)

Acquisitions of business interests, net of cash and restricted cash acquired

(56

)

(24

)

(56

)

(66

)

Proceeds from the sale of business interests, net of cash and restricted cash sold

(3

)

(12

)

226

1,796

Proceeds from the sale of assets

6

—

23

15

Sale of short-term investments

194

592

524

1,010

Purchase of short-term investments

(148

)

(277

)

(572

)

(1,215

)

Contributions and loans to equity affiliates

(85

)

(11

)

(258

)

(101

)

Other investing

52

20

30

(37

)

Net cash used in investing activities

(598

)

(310

)

(1,711

)

(190

)

FINANCING ACTIVITIES:

Borrowings under the revolving credit facilities

572

301

1,469

1,434

Repayments under the revolving credit facilities

(443

)

(553

)

(1,041

)

(1,595

)

Issuance of recourse debt

—

—

—

1,000

Repayments of recourse debt

(446

)

—

(449

)

(1,781

)

Issuance of non-recourse debt

999

317

3,580

1,509

Repayments of non-recourse debt

(697

)

(298

)

(2,978

)

(1,139

)

Payments for financing fees

(32

)

(7

)

(69

)

(32

)

Distributions to noncontrolling interests

(109

)

(71

)

(255

)

(199

)

Contributions from noncontrolling interests and redeemable security holders

(1

)

12

15

40

Dividends paid on AES common stock

(91

)

(86

)

(272

)

(258

)

Payments for financed capital expenditures

(16

)

(66

)

(126

)

(186

)

Other financing

23

17

(7

)

44

Net cash used in financing activities

(241

)

(434

)

(133

)

(1,163

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(26

)

(30

)

(28

)

(50

)

(Increase) decrease in cash, cash equivalents and restricted cash of discontinued operations and held-for-sale businesses

(8

)

(13

)

(65

)

56

Total increase (decrease) in cash, cash equivalents and restricted cash

(112

)

(20

)

(162

)

334

Cash, cash equivalents and restricted cash, beginning

1,953

2,142

2,003

1,788

Cash, cash equivalents and restricted cash, ending

$

1,841

$

2,122

$

1,841

$

2,122

SUPPLEMENTAL DISCLOSURES:

Cash payments for interest, net of amounts capitalized

$

203

$

161

$

681

$

683

Cash payments for income taxes, net of refunds

60

104

296

313

SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Refinancing of Non-recourse debt at Mong Duong

1,081

—

1,081

—

Non-cash contributions to equity affiliates

62

—

62

20

Partial reinvestment of consideration from the sPower transaction

—

—

58

—

Non-cash exchange of debentures for the acquisition of the Guaimbê Solar Complex

—

119

—

119

Non-cash acquisition of intangible assets

—

9

—

14

THE AES CORPORATION

NON-GAAP FINANCIAL MEASURES

(Unaudited)

RECONCILIATION OF ADJUSTED PRE-TAX CONTRIBUTION (PTC) AND ADJUSTED EPS

Three Months Ended September 30, 2019

Three Months Ended September 30, 2018

Nine Months Ended September 30, 2019

Nine Months Ended September 30, 2018

Net of NCI (1)

Per Share (Diluted) Net of NCI (1)

Net of NCI (1)

Per Share (Diluted) Net of NCI (1)

Net of NCI (1)

Per Share (Diluted) Net of NCI (1)

Net of NCI (1)

Per Share (Diluted) Net of NCI (1)

(in millions, except per share amounts)

Income from continuing operations, net of tax, attributable to AES and Diluted EPS

$

210

$

0.32

$

102

$

0.15

$

380

$

0.57

$

883

$

1.33

Add: Income tax expense from continuing operations attributable to AES

94

120

215

411

Pre-tax contribution

$

304

$

222

$

595

$

1,294

Adjustments

Unrealized derivative and equity securities losses

$

69

$

0.10

(2)

$

16

$

0.02

$

78

$

0.12

(2)

$

4

$

0.01

Unrealized foreign currency losses (gains)

31

0.05

(3)

(7

)

—

49

0.06

(3)

42

0.06

(4)

Disposition/acquisition losses (gains)

(17

)

(0.03

)

(5)

17

0.02

(3

)

—

(822

)

(1.24

)

(6)

Impairment expense

1

—

80

0.12

(7)

124

0.19

(8)

172

0.26

(7)

Loss (gain) on extinguishment of debt

38

0.06

(9)

(1

)

—

95

0.14

(10)

177

0.27

(11)

Restructuring costs

—

—

—

—

—

—

3

—

U.S. Tax Law Reform Impact

—

0.05

(12)

0.01

0.05

(12)

Less: Net income tax expense (benefit)

(0.02

)

(0.01

)

(0.07

)

(13)

0.14

(14)

Adjusted PTC and Adjusted EPS

$

426

$

0.48

$

327

$

0.35

$

938

$

1.02

$

870

$

0.88

_____________________________

(1)

NCI is defined as Noncontrolling Interests.

(2)

Amounts primarily relate to unrealized derivative losses in Argentina of $71 million, or $0.11 per share, and $77 million, or $0.12 per share, for the three and nine months ended September 30, 2019, respectively, mainly associated with foreign currency derivatives on government receivables.

(3)

Amounts primarily relate to unrealized FX losses in Argentina of $11 million, or $0.02 per share, and $23 million, or $0.03 per share, for the three and nine months ended September 30, 2019, respectively, mainly associated with the devaluation of long-term receivables denominated in Argentine pesos; and unrealized FX losses at the Parent Company of $18 million, or $0.03 per share, and $22 million, or $0.03 per share, for the three and nine months ended September 30, 2019, respectively, mainly associated with intercompany receivables denominated in Euro.

(4)

Amount primarily relates to unrealized FX losses in Argentina of $20 million, or $0.03 per share, mainly associated with the devaluation of long-term receivables denominated in Argentine pesos, and unrealized FX losses at the Parent Company of $9 million, or $0.01 per share, mainly associated with intercompany receivables denominated in Euro.

(5)

Amount primarily relates to gain on sale of ownership interest in Simple Energy as part of the Uplight merger of $13 million, or $0.02 per share, and realized derivative gains associated with the sale of Kilroot and Ballylumford of $7 million, or $0.01 per share.

(6)

Amount primarily relates to gain on sale of Masinloc of $773 million, or $1.16 per share, gain on sale of Electrica Santiago of $36 million, or $0.05 per share, and realized derivative gains associated with the sale of Eletropaulo of $21 million, or $0.03 per share.

(7)

Amounts primarily relate to the asset impairments at Shady Point of $73 million, or $0.11 per share, and $156 million, or $0.23 per share, for the three and nine months ended September 30, 2019, respectively.

(8)

Amount primarily relates to asset impairments at Kilroot and Ballylumford of $115 million, or $0.17 per share.

(9)

Amount primarily relates to losses on early retirement of debt at Mong Duong of $16 million, or $0.02 per share, and Colon of $14 million, or $0.02 per share.

(10)

Amount primarily relates to losses on early retirement of debt at DPL of $45 million, or $0.07 per share, Mong Duong of $16 million, or $0.02 per share, and Colon of $14 million, or $0.02 per share.

(11)

Amount primarily relates to loss on early retirement of debt at the Parent Company of $169 million, or $0.25 per share.

(12)

Amount relates to a charge to true-up the provisional estimate of U.S. tax reform of $33 million, or $0.05 per share..

(13)

Amount primarily relates to income tax benefits associated with the impairments at Kilroot and Ballylumford of $17 million, or $0.03 per share, and income tax benefits associated with losses on early retirement of debt at DPL, Mong Duong and Colon of $24 million, or $0.04 per share.

(14)

Amount primarily relates to the income tax expense under the GILTI provision associated with the gains on sales of business interests, primarily Masinloc, of $155 million, or $0.23 per share, and income tax expense associated with the gain on sale of Electrica Santiago of $19 million, or $0.03 per share; partially offset by income tax benefits associated with the loss on early retirement of debt at the Parent Company of $52 million, or $0.08 per share, and income tax benefits associated with the impairment at Shady Point of $35 million, or $0.05 per share.

The AES Corporation

Parent Financial Information

Parent only data: last four quarters

(in millions)

4 Quarters Ended

Total subsidiary distributions & returns of capital to Parent

September 30, 2019

June 30, 2019

March 31, 2019

December 31, 2018

Actual

Actual

Actual

Actual

Subsidiary distributions (1) to Parent & QHCs

$

1,185

$

1,034

$

1,035

$

1,186

Returns of capital distributions to Parent & QHCs

197

—

—

—

Total subsidiary distributions & returns of capital to Parent

$

1,382

$

1,034

$

1,035

$

1,186

Parent only data: quarterly

(in millions)

Quarter Ended

Total subsidiary distributions & returns of capital to Parent

September 30, 2019

June 30, 2019

March 31, 2019

December 31, 2018

Actual

Actual

Actual

Actual

Subsidiary distributions (1) to Parent & QHCs

$

326

$

269

$

200

$

390

Returns of capital distributions to Parent & QHCs

198

—

—

—

Total subsidiary distributions & returns of capital to Parent

$

524

$

269

$

200

$

390

Parent Company Liquidity(2)

(in millions)

Balance at

September 30, 2019

June 30, 2019

March 31, 2019

December 31, 2018

Actual

Actual

Actual

Actual

Cash at Parent & Cash at QHCs (3)

$

28

$

169

$

34

$

24

Availability under credit facilities

723

719

775

1,022

Ending liquidity

$

751

$

888

$

809

$

1,046

Subsidiary distributions should not be construed as an alternative to Net Cash Provided by Operating Activities which is determined in accordance with GAAP. Subsidiary distributions are important to the Parent Company because the Parent Company is a holding company that does not derive any significant direct revenues from its own activities but instead relies on its subsidiaries’ business activities and the resultant distributions to fund the debt service, investment and other cash needs of the holding company. The reconciliation of the difference between the subsidiary distributions and the Net Cash Provided by Operating Activities consists of cash generated from operating activities that is retained at the subsidiaries for a variety of reasons which are both discretionary and non-discretionary in nature. These factors include, but are not limited to, retention of cash to fund capital expenditures at the subsidiary, cash retention associated with non-recourse debt covenant restrictions and related debt service requirements at the subsidiaries, retention of cash related to sufficiency of local GAAP statutory retained earnings at the subsidiaries, retention of cash for working capital needs at the subsidiaries, and other similar timing differences between when the cash is generated at the subsidiaries and when it reaches the Parent Company and related holding companies.

Parent Company Liquidity is defined as cash available to the Parent Company plus available borrowings under existing credit facility plus cash at qualified holding companies (QHCs). AES believes that unconsolidated Parent Company liquidity is important to the liquidity position of AES as a Parent Company because of the non-recourse nature of most of AES’ indebtedness.

The cash held at QHCs represents cash sent to subsidiaries of the company domiciled outside of the US. Such subsidiaries had no contractual restrictions on their ability to send cash to AES, the Parent Company. Cash at those subsidiaries was used for investment and related activities outside of the US. These investments included equity investments and loans to other foreign subsidiaries as well as development and general costs and expenses incurred outside the US. Since the cash held by these QHCs is available to the Parent, AES uses the combined measure of subsidiary distributions to Parent and QHCs as a useful measure of cash available to the Parent to meet its international liquidity needs.