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| 3.1 | | Sixth Restated Certificate of Incorporation of The AES Corporation is incorporated herein by reference to Exhibit 3.1 of the Company's Form 10-K for the year ended December 31, 2008. |
| 3.2 | | By-Laws of The AES Corporation, as amended and incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K/A filed on December 2, 2015. |
| 4 | | There are numerous instruments defining the rights of holders of long-term indebtedness of the Registrant and its consolidated subsidiaries, none of which exceeds ten percent of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of any of such agreements to the Commission upon request. Since these documents are not required filings under Item 601 of Regulation S-K, the Company has elected to file certain of these documents as Exhibits 4.(a)—4.(n). |
| 4.(a) | | Junior Subordinated Indenture, dated as of March 1, 1997, between The AES Corporation and Wells Fargo Bank, National Association, as successor to Bank One, National Association (formerly known as The First National Bank of Chicago) is incorporated herein by reference to Exhibit 4.(a) of the Company's Form 10-K for the year ended December 31, 2008. |
| 4.(b) | | Third Supplemental Indenture, dated as of October 14, 1999, between The AES Corporation and Wells Fargo Bank, National Association, as successor to Bank One, National Association is incorporated herein by reference to Exhibit 4.(b) of the Company's Form 10-K for the year ended December 31, 2008. |
| 4.(c) | | Senior Indenture, dated as of December 8, 1998, between The AES Corporation and Wells Fargo Bank, National Association, as successor to Bank One, National Association (formerly known as The First National Bank of Chicago) is incorporated herein by reference to Exhibit 4.01 of the Company's Form 8-K filed on December 11, 1998 (SEC File No. 001-12291). |
| 4.(d) | | Ninth Supplemental Indenture, dated as of April 3, 2003, between The AES Corporation and Wells Fargo Bank, National Association (as successor by consolidation to Wells Fargo Bank Minnesota, National Association) is incorporated herein by reference to Exhibit 4.6 of the Company's Form S-4 filed on December 7, 2007. |
| 4.(e) | | Twelfth Supplemental Indenture, dated as of October 15, 2007, between The AES Corporation and Wells Fargo Bank, National Association is incorporated herein by reference to Exhibit 4.8 of the Company's Form S-4 filed on December 7, 2007. |
| 4.(f) | | Thirteenth Supplemental Indenture, dated as of May 19, 2008, between The AES Corporation and Wells Fargo Bank, National Association is incorporated herein by reference to Exhibit 4.(l) of the Company's Form 10-K for the year ended December 31, 2008. |
| 4.(g) | | Fifteenth Supplemental Indenture, dated as of June 15, 2011, between The AES Corporation and Wells Fargo Bank, National Association is incorporated herein by reference to Exhibit 4.3 of the Company's Form 8-K filed on June 15, 2011. |
| 4.(h) | | Indenture, dated October 3, 2011, between Dolphin Subsidiary II, Inc. and Wells Fargo Bank, National Association is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on October 5, 2011. |
| 4.(i) | | Sixteenth Supplemental Indenture, dated April 30, 2013, between The AES Corporation and Wells Fargo Bank, N.A., as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on April 30, 2013 (SEC File No. 001-12291). |
| 4.(j) | | Seventeenth Supplemental Indenture, dated March 7, 2014, between The AES Corporation and Wells Fargo Bank, N.A. as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on March 7, 2014. |
| 4.(k) | | Eighteenth Supplemental Indenture, dated May 20, 2014, between The AES Corporation and Wells Fargo Bank, N.A. as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on May 20, 2014. |
| 4.(l) | | Nineteenth Supplemental Indenture, dated April 6, 2015, between The AES Corporation and Wells Fargo Bank, N.A. as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on April 6, 2015. |
| 4.(m) | | Twentieth Supplemental Indenture, dated May 25, 2016, between The AES Corporation and Wells Fargo Bank, N.A. as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on May 25, 2016. |
| 4.(n) | | Twenty-First Supplemental Indenture, dated August 28, 2017, between The AES Corporation and Deutsche Bank Trust Company, as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on August 28, 2017. |
| 10.1 | | The AES Corporation Profit Sharing and Stock Ownership Plan are incorporated herein by reference to Exhibit 4(c)(1) of the Registration Statement on Form S-8 (Registration No. 33-49262) filed on July 2, 1992. (P) |
| 10.2 | | The AES Corporation Incentive Stock Option Plan of 1991, as amended, is incorporated herein by reference to Exhibit 10.30 of the Company's Form 10-K for the year ended December 31, 1995 (SEC File No. 00019281). (P) |
| 10.3 | | Applied Energy Services, Inc. Incentive Stock Option Plan of 1982 is incorporated herein by reference to Exhibit 10.31 of the Registration Statement on Form S-1 (Registration No. 33-40483). (P) |
| 10.4 | | Deferred Compensation Plan for Executive Officers, as amended, is incorporated herein by reference to Exhibit 10.32 of Amendment No. 1 to the Registration Statement on Form S-1 (Registration No. 33-40483). (P) |
| 10.5 | | Deferred Compensation Plan for Directors, as amended and restated, on February 17, 2012 is incorporated herein by reference to Exhibit 10.5 of the Company's Form 10-K for the year ended December 31, 2012. |
| 10.6 | | The AES Corporation Stock Option Plan for Outside Directors, as amended and restated, on December 7, 2007 is incorporated herein by reference to Exhibit 10.6 of the Company's Form 10-K for the year ended December 31, 2012. |
| 10.7 | | The AES Corporation Supplemental Retirement Plan is incorporated herein by reference to Exhibit 10.63 of the Company's Form 10-K for the year ended December 31, 1994 (SEC File No. 00019281). (P) |
| 10.7A | | Amendment to The AES Corporation Supplemental Retirement Plan, dated March 13, 2008 is incorporated herein by reference to Exhibit 10.9.A of the Company's Form 10-K for the year ended December 31, 2007. |
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| 10.8 | | The AES Corporation 2001 Stock Option Plan is incorporated herein by reference to Exhibit 10.12 of the Company's Form 10-K for the year ended December 31, 2000 (SEC File No. 001-12291). |
| 10.9 | | Second Amended and Restated Deferred Compensation Plan for Directors is incorporated herein by reference to Exhibit 10.13 of the Company's Form 10-K for the year ended December 31, 2000 (SEC File No. 001-12291). |
| 10.10 | | The AES Corporation 2001 Non-Officer Stock Option Plan is incorporated herein by reference to Exhibit 10.12 of the Company's Form 10-K for the year ended December 31, 2002 (SEC File No. 001-12291). |
| 10.10A | | Amendment to the 2001 Stock Option Plan and 2001 Non-Officer Stock Option Plan, dated March 13, 2008 is incorporated herein by reference to Exhibit 10.12A of the Company's Form 10-K for the year ended December 31, 2007. |
| 10.11 | | The AES Corporation 2003 Long Term Compensation Plan, as Amended and Restated, dated April 23, 2015, is incorporated herein by reference to Exhibit 99.1 of the Company's Form 8-K filed on April 23, 2015. |
| 10.12 | | Form of AES Nonqualified Stock Option Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (Outside Directors) is incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K filed on April 27, 2010. |
| 10.13 | | Form of AES Performance Stock Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit 10.13 of the Company's Form 10-K for the year ended December 31, 2015. |
| 10.14 | | Form of AES Restricted Stock Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit 10.14 of the Company's Form 10-K for the year ended December 31, 2015. |
| 10.15 | | Form of AES Performance Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit 10.15 of the Company's Form 10-K for the year ended December 31, 2015. |
| 10.16 | | Form of AES Nonqualified Stock Option Award Agreement under The AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit 10.4 of the Company's Form 10-Q for the quarter ended June 30, 2015. |
| 10.17 | | Form of AES Performance Cash Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit 10.17 of the Company's Form 10-K for the year ended December 31, 2015. |
| 10.18 | | The AES Corporation Restoration Supplemental Retirement Plan, as amended and restated, dated December 29, 2008 is incorporated herein by reference to Exhibit 10.15 of the Company's Form 10-K for the year ended December 31, 2008. |
| 10.18A | | Amendment to The AES Corporation Restoration Supplemental Retirement Plan, dated December 9, 2011 is incorporated herein by reference to Exhibit 10.17A of the Company's Form 10-K for the year ended December 31, 2012. |
| 10.19 | | The AES Corporation International Retirement Plan, as amended and restated on December 29, 2008 is incorporated herein by reference to Exhibit 10.16 of the Company's Form 10-K for the year ended December 31, 2008. |
| 10.19A | | Amendment to The AES Corporation International Retirement Plan, dated December 9, 2011 is incorporated herein by reference to Exhibit 10.18A of the Company's Form 10-K for the year ended December 31, 2012. |
| 10.20 | | The AES Corporation Severance Plan, as amended and restated on August 4, 2017 is incorporated herein by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended June 30, 2017. |
| 10.21 | | The AES Corporation Amended and Restated Executive Severance Plan dated August 4, 2017 is incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-Q for the period ended June 30, 2017. |
| 10.22 | | The AES Corporation Performance Incentive Plan, as Amended and Restated on April 23, 2015 is incorporated herein by reference to Exhibit 99.2 of the Company's Form 8-K filed on April 23, 2015. |
| 10.23 | | The AES Corporation Deferred Compensation Program For Directors dated February 17, 2012 is incorporated herein by reference to Exhibit 10.22 of the Company's Form 10-K filed on December 31, 2011. |
| 10.24 | | The AES Corporation Employment Agreement with Andrés Gluski is incorporated herein by reference to Exhibit 99.3 of the Company's Form 8-K filed on December 31, 2008. |
| 10.25 | | Mutual Agreement, between Andrés Gluski and The AES Corporation dated October 7, 2011 is incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-Q for the period ended September 30, 2011. |
| 10.26 | | Form of Retroactive Consent to Provide for Double-Trigger Change-In-Control Transactions is incorporated herein by reference to Exhibit 10.7 of the Company's Form 10-Q for the period ended June 30, 2015. |
| 10.27 | | Amendment No. 3, dated as of July 26, 2013 to the Fifth Amended and Restated Credit and Reimbursement Agreement, dated as of July 29, 2010 is incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed on July 29, 2013. |
| 10.27A | | Sixth Amended and Restated Credit and Reimbursement Agreement dated as of July 26, 2013 among The AES Corporation, a Delaware corporation, the Banks listed on the signature pages thereof, Citibank, N.A., as Administrative Agent and Collateral Agent, Citigroup Global Markets Inc., as Lead Arranger and Book Runner, Banc of America Securities LLC, as Lead Arranger and Book Runner and Co-Syndication Agent, Barclays Capital, as Lead Arranger and Book Runner and Co-Syndication Agent, RBS Securities Inc., as Lead Arranger and Book Runner and Co-Syndication Agent and Union Bank, N.A., as Lead Arranger and Book Runner and Co-Syndication Agent is incorporated herein by reference to Exhibit 10.1.A of the Company's Form 8-K filed on July 29, 2013. |
| 10.27B | | Appendices and Exhibits to the Sixth Amended and Restated Credit and Reimbursement Agreement, dated as of July 29, 2013 is incorporated herein by reference to Exhibit 10.1.B of the Company's Form 8-K filed on July 29, 2013. |
| 10.27C | | Amendment No. 1, dated as of May 6, 2016 to the Sixth Amended and Restated Credit and Reimbursement Agreement, dated as of July 23, 2013 among The AES Corporation, a Delaware corporation, the Banks listed on the signature pages thereof and Citibank, N.A. as Administrative Agent and Collateral Agent is incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed on May 9, 2016. |
| 10.27D | | Amendment No. 2, dated as of June 28, 2017, to the Sixth Amended and Restated Credit and Reimbursement Agreement, dated as of July 26, 2013 among The AES Corporation, a Delaware corporation, the Banks listed on the signature pages thereof and Citibank, N.A. as Administrative Agent and Collateral Agent is incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed on June 29, 2017. |
| 10.27E | | Annex A. to Amendment No. 2, dated as of June 28, 2017, to the Sixth Amended and Restated Credit and Reimbursement Agreement, dated as of July 26, 2013 is incorporated herein by reference to 10.1.A of the Company's Form 8-K filed on June 29, 2017. |
| 10.28 | | Collateral Trust Agreement dated as of December 12, 2002 among The AES Corporation, AES International Holdings II, Ltd., Wilmington Trust Company, as corporate trustee and Bruce L. Bisson, an individual trustee is incorporated herein by reference to Exhibit 4.2 of the Company's Form 8-K filed on December 17, 2002 (SEC File No. 001-12291). |
| 10.29 | | Security Agreement dated as of December 12, 2002 made by The AES Corporation to Wilmington Trust Company, as corporate trustee and Bruce L. Bisson, as individual trustee is incorporated herein by reference to Exhibit 4.3 of the Company's Form 8-K filed on December 17, 2002 (SEC File No. 001-12291). |
| 10.30 | | Credit Agreement dated as of May 24, 2017 among The AES Corporation, as borrower, the bank listed therein and Bank of America, N.A., as administrative agent is incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed on May 24, 2017. |
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| 10.31 | | Charge Over Shares dated as of December 12, 2002 between AES International Holdings II, Ltd. and Wilmington Trust Company, as corporate trustee and Bruce L. Bisson, as individual trustee is incorporated herein by reference to Exhibit 4.4 of the Company's Form 8-K filed on December 17, 2002 (SEC File No. 001-12291). |
| 10.32 | | Agreement and Plan of Merger, dated as of February 19, 2017, by and among AES Lumos Holdings, LLC, PIP5 Lumos LLC, AES Lumos Merger Sub, LLC, PIP5 Lumos MS LLC, FTP Power LLC and Fir Tree Solar LLC is incorporated herein by reference to Exhibit 10.31 of the Company's Form 10-K for the year ending December 31, 2016. |
| 10.33 | | Consulting Agreement by and between The AES Corporation and Brian A. Miller dated February 26, 2018 (filed herewith) |
| 12 | | Statement of computation of ratio of earnings to fixed charges (filed herewith). |
| 21.1 | | Subsidiaries of The AES Corporation (filed herewith). |
| 23.1 | | Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP (filed herewith). |
| 24 | | Powers of Attorney (filed herewith). |
| 31.1 | | Rule 13a-14(a)/15d-14(a) Certification of Andrés Gluski (filed herewith). |
| 31.2 | | Rule 13a-14(a)/15d-14(a) Certification of Thomas M. O'Flynn (filed herewith). |
| 32.1 | | Section 1350 Certification of Andrés Gluski (filed herewith). |
| 32.2 | | Section 1350 Certification of Thomas M. O'Flynn (filed herewith). |
| 101.INS | | XBRL Instance Document (filed herewith). |
| 101.SCH | | XBRL Taxonomy Extension Schema Document (filed herewith). |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith). |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document (filed herewith). |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document (filed herewith). |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith). |
Schedule I—Financial Information of Registrant
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | THE AES CORPORATION (Company) | | |
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| Date: | February 26, 2018 | By: | | /s/ ANDRÉS GLUSKI |
| | Name: | | Andrés Gluski |
| | | | President, Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
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| Name | | Title | | Date |
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| * | | President, Chief Executive Officer (Principal Executive Officer) and Director | | |
| Andrés Gluski | | | February 26, 2018 | |
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| * | | Director | | |
| Charles L. Harrington | | | February 26, 2018 | |
| * | | Director | | |
| Kristina M. Johnson | | | February 26, 2018 | |
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| * | | Director | | |
| Tarun Khanna | | | February 26, 2018 | |
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| * | | Director | | |
| Holly K. Koeppel | | | February 26, 2018 | |
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| * | | Director | | |
| James H. Miller | | | February 26, 2018 | |
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| * | | Director | | |
| Alain Monié | | | February 26, 2018 | |
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| * | | Director | | |
| John B. Morse | | | February 26, 2018 | |
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| * | | Director | | |
| Moises Naim | | | February 26, 2018 | |
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| * | | Chairman of the Board and Lead Independent Director | | |
| Charles O. Rossotti | | | February 26, 2018 | |
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| * | | Director | | |
| Jeffrey W. Ubben | | | February 26, 2018 | |
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| /s/ THOMAS M. O'FLYNN | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | |
| Thomas M. O'Flynn | | | February 26, 2018 | |
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| /s/ SARAH R. BLAKE | | Vice President and Controller (Principal Accounting Officer) | | |
| Sarah R. Blake | | | February 26, 2018 | |
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| *By: | /s/ PAUL L. FREEDMAN | | February 26, 2018 |
| Attorney-in-fact | | |
THE AES CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENT SCHEDULES
Schedules other than that listed above are omitted as the information is either not applicable, not required, or has been furnished in the consolidated financial statements or notes thereto included in Item 8 hereof.
See Notes to Schedule I
S-1
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
BALANCE SHEETS
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| | December 31, | | | | | | |
| | 2017 | | | | 2016 | | |
| | (in millions) | | | | | | |
| ASSETS | | | | | | | | |
| Current Assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 10 | | | $ | 109 | |
| Restricted cash | | — | | | | 3 | | |
| Accounts and notes receivable from subsidiaries | | 143 | | | | 155 | | |
| Prepaid expenses and other current assets | | 27 | | | | 39 | | |
| Total current assets | | 180 | | | | 306 | | |
| Investment in and advances to subsidiaries and affiliates | | 8,239 | | | | 7,561 | | |
| Office Equipment: | | | | | | | | |
| Cost | | 27 | | | | 26 | | |
| Accumulated depreciation | | (18 | | ) | | (16 | | ) |
| Office equipment, net | | 9 | | | | 10 | | |
| Other Assets: | | | | | | | | |
| Other intangible assets, net of accumulated amortization | | 3 | | | | 5 | | |
| Deferred financing costs, net of accumulated amortization of $2 and $1, respectively | | 5 | | | | 5 | | |
| Deferred income taxes | | 289 | | | | 1,041 | | |
| Other assets | | 2 | | | | 13 | | |
| Total other assets | | 299 | | | | 1,064 | | |
| Total assets | | $ | 8,727 | | | $ | 8,941 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| Current Liabilities: | | | | | | | | |
| Accounts payable | | $ | 18 | | | $ | 18 | |
| Accounts and notes payable to subsidiaries | | 381 | | | | 304 | | |
| Accrued and other liabilities | | 246 | | | | 250 | | |
| Senior notes payable—current portion | | 5 | | | | — | | |
| Total current liabilities | | 650 | | | | 572 | | |
| Long-term Liabilities: | | | | | | | | |
| Senior notes payable | | 4,625 | | | | 4,154 | | |
| Junior subordinated notes and debentures payable | | — | | | | 517 | | |
| Accounts and notes payable to subsidiaries | | 967 | | | | 883 | | |
| Other long-term liabilities | | 20 | | | | 21 | | |
| Total long-term liabilities | | 5,612 | | | | 5,575 | | |
| Stockholders' equity: | | | | | | | | |
| Common stock | | 8 | | | | 8 | | |
| Additional paid-in capital | | 8,501 | | | | 8,592 | | |
| Accumulated deficit | | (2,276 | | ) | | (1,146 | | ) |
| Accumulated other comprehensive loss | | (1,876 | | ) | | (2,756 | | ) |
| Treasury stock | | (1,892 | | ) | | (1,904 | | ) |
| Total stockholders' equity | | 2,465 | | | | 2,794 | | |
| Total liabilities and equity | | $ | 8,727 | | | $ | 8,941 | |
See Notes to Schedule I.
S-2
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
STATEMENTS OF OPERATIONS
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| For the Years Ended December 31, | | 2017 | | | | 2016 | | | | 2015 | | |
| | (in millions) | | | | | | | | | | |
| Revenue from subsidiaries and affiliates | | $ | 28 | | | $ | 14 | | | $ | 24 | |
| Equity in earnings of subsidiaries and affiliates | | 630 | | | | (615 | | ) | | 859 | | |
| Interest income | | 49 | | | | 19 | | | | 24 | | |
| General and administrative expenses | | (158 | | ) | | (144 | | ) | | (154 | | ) |
| Other income | | 5 | | | | 7 | | | | 24 | | |
| Other expense | | (554 | | ) | | (65 | | ) | | (6 | | ) |
| Loss on extinguishment of debt | | (92 | | ) | | (14 | | ) | | (105 | | ) |
| Interest expense | | (317 | | ) | | (344 | | ) | | (364 | | ) |
| Income (loss) before income taxes | | (409 | | ) | | (1,142 | | ) | | 302 | | |
| Income tax benefit (expense) | | (752 | | ) | | 12 | | | | 4 | | |
| Net income (loss) | | $ | (1,161 | ) | | $ | (1,130 | ) | | $ | 306 | |
See Notes to Schedule I.
S-3
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
STATEMENTS OF COMPREHENSIVE LOSS
YEARS ENDED DECEMBER 31, 2017, 2016, AND 2015
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| 2017 | | | | 2016 | | | | 2015 | | |
| (in millions) | | | | | | | | | | |
| NET INCOME (LOSS) | $ | (1,161 | ) | | $ | (1,130 | ) | | $ | 306 | |
| Foreign currency translation activity: | | | | | | | | | | | |
| Foreign currency translation adjustments, net of income tax benefit (expense) of $11, $1 and $1, respectively | 18 | | | | 117 | | | | (674 | | ) |
| Reclassification to earnings, net of $0 income tax for all periods | 643 | | | | 992 | | | | — | | |
| Total foreign currency translation adjustments, net of tax | 661 | | | | 1,109 | | | | (674 | | ) |
| Derivative activity: | | | | | | | | | | | |
| Change in derivative fair value, net of income tax benefit (expense) of $13, $(5) and $4, respectively | (14 | | ) | | 2 | | | | (5 | | ) |
| Reclassification to earnings, net of income tax benefit (expense) of $1, $1 and $(12), respectively | 37 | | | | 28 | | | | 48 | | |
| Total change in fair value of derivatives, net of tax | 23 | | | | 30 | | | | 43 | | |
| Pension activity: | | | | | | | | | | | |
| Prior service cost for the period, net of income tax expense of $1, $5 and $0, respectively | 1 | | | | 9 | | | | 1 | | |
| Change in pension adjustments due to net actuarial gain (loss) for the period, net of income tax benefit (expense) of $6, $10 and $(7), respectively | (20 | | ) | | (22 | | ) | | 18 | | |
| Reclassification of earnings due to amortization of net actuarial loss, net of income tax benefit (expense) of $(126), $2 and $(2), respectively | 248 | | | | 1 | | | | 2 | | |
| Total change in unfunded pension obligation | 229 | | | | (12 | | ) | | 21 | | |
| OTHER COMPREHENSIVE INCOME (LOSS) | 913 | | | | 1,127 | | | | (610 | | ) |
| COMPREHENSIVE LOSS | $ | (248 | ) | | $ | (3 | ) | | $ | (304 | ) |
See Notes to Schedule I.
S-4
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
STATEMENTS OF CASH FLOWS
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| For the Years Ended December 31, | | 2017 | | | | 2016 | | | | 2015 | | |
| | (in millions) | | | | | | | | | | |
| Net cash provided by operating activities | | $ | 148 | | | $ | 818 | | | $ | 475 | |
| Investing Activities: | | | | | | | | | | | | |
| Investment in and net advances to subsidiaries | | (339 | | ) | | (650 | | ) | | (221 | | ) |
| Return of capital | | 243 | | | | 247 | | | | 501 | | |
| Decrease in restricted cash | | 3 | | | | 29 | | | | 49 | | |
| Additions to property, plant and equipment | | (13 | | ) | | (12 | | ) | | (11 | | ) |
| Net cash provided by (used in) investing activities | | (106 | | ) | | (386 | | ) | | 318 | | |
| Financing Activities: | | | | | | | | | | | | |
| Borrowings under the revolver, net | | 207 | | | | — | | | | — | | |
| Borrowings of notes payable and other coupon bearing securities | | 1,025 | | | | 500 | | | | 575 | | |
| Repayments of notes payable and other coupon bearing securities | | (1,353 | | ) | | (808 | | ) | | (915 | | ) |
| Loans from subsidiaries | | 309 | | | | 183 | | | | — | | |
| Purchase of treasury stock | | — | | | | (79 | | ) | | (482 | | ) |
| Proceeds from issuance of common stock | | 1 | | | | 1 | | | | 4 | | |
| Common stock dividends paid | | (317 | | ) | | (290 | | ) | | (276 | | ) |
| Payments for deferred financing costs | | (12 | | ) | | (12 | | ) | | (6 | | ) |
| Distributions to noncontrolling interests | | — | | | | (2 | | ) | | — | | |
| Other financing | | (7 | | ) | | (3 | | ) | | (18 | | ) |
| Net cash used in financing activities | | (147 | | ) | | (510 | | ) | | (1,118 | | ) |
| Effect of exchange rate changes on cash | | 6 | | | | 1 | | | | — | | |
| Decrease in cash and cash equivalents | | (99 | | ) | | (77 | | ) | | (325 | | ) |
| Cash and cash equivalents, beginning | | 109 | | | | 186 | | | | 511 | | |
| Cash and cash equivalents, ending | | $ | 10 | | | $ | 109 | | | $ | 186 | |
| Supplemental Disclosures: | | | | | | | | | | | | |
| Cash payments for interest, net of amounts capitalized | | $ | 282 | | | $ | 296 | | | $ | 314 | |
| Cash payments for income taxes, net of refunds | | $ | 2 | | | $ | 6 | | | $ | — | |
See Notes to Schedule I.
S-5
THE AES CORPORATION
SCHEDULE I
NOTES TO SCHEDULE I
- Application of Significant Accounting Principles
The Schedule I Condensed Financial Information of the Parent includes the accounts of The AES Corporation (the “Parent Company”) and certain holding companies.
ACCOUNTING FOR SUBSIDIARIES AND AFFILIATES — The Parent Company has accounted for the earnings of its subsidiaries on the equity method in the financial information.
INCOME TAXES — Positions taken on the Parent Company's income tax return which satisfy a more-likely-than-not threshold will be recognized in the financial statements. The income tax expense or benefit computed for the Parent Company reflects the tax assets and liabilities on a stand-alone basis and the effect of filing a consolidated U.S. income tax return with certain other affiliated companies as well as effects of U.S. tax law reform enacted in 2017.
ACCOUNTS AND NOTES RECEIVABLE FROM SUBSIDIARIES — Amounts have been shown in current or long-term assets based on terms in agreements with subsidiaries, but payment is dependent upon meeting conditions precedent in the subsidiary loan agreements.
- Debt
Senior and Secured Notes and Loans Payable ($ in millions)
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| | | | | | December 31, | | | | | | |
| | Interest Rate | | Maturity | | 2017 | | | | 2016 | | |
| Senior Unsecured Note | | LIBOR + 3.00% | | 2019 | | $ | — | | | $ | 240 | |
| Senior Unsecured Note | | 8.00% | | 2020 | | 228 | | | | 469 | | |
| Senior Unsecured Note | | 7.38% | | 2021 | | 690 | | | | 966 | | |
| Drawings on secured credit facility | | LIBOR + 2.00% | | 2021 | | 207 | | | | — | | |
| Senior Secured Term Loan | | LIBOR + 2.00% | | 2022 | | 521 | | | | — | | |
| Senior Unsecured Note | | 4.88% | | 2023 | | 713 | | | | 713 | | |
| Senior Unsecured Note | | 5.50% | | 2024 | | 738 | | | | 738 | | |
| Senior Unsecured Note | | 5.50% | | 2025 | | 573 | | | | 573 | | |
| Senior Unsecured Note | | 6.00% | | 2026 | | 500 | | | | 500 | | |
| Senior Unsecured Note | | 5.13% | | 2027 | | 500 | | | | — | | |
| Unamortized (discounts)/premiums & debt issuance (costs) | | | | | | (40 | | ) | | (45 | | ) |
| Subtotal | | | | | | $ | 4,630 | | | $ | 4,154 | |
| Less: Current maturities | | | | | | (5 | | ) | | — | | |
| Total | | | | | | $ | 4,625 | | | $ | 4,154 | |
Junior Subordinated Notes Payable ($ in millions)
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| | | | | | December 31, | | | | | | |
| | Interest Rate | | Maturity | | 2017 | | | | 2016 | | |
| Term Convertible Trust Securities | | 6.75% | | 2029 | | $ | — | | | $ | 517 | |
FUTURE MATURITIES OF RECOURSE DEBT — As of December 31, 2017 scheduled maturities are presented in the following table (in millions):
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| December 31, | Annual Maturities | | |
| 2018 | $ | 5 | |
| 2019 | 5 | | |
| 2020 | 234 | | |
| 2021 | 902 | | |
| 2022 | 500 | | |
| Thereafter | 3,024 | | |
| Unamortized (discount)/premium & debt issuance (costs) | (40 | | ) |
| Total debt | $ | 4,630 | |
- Dividends from Subsidiaries and Affiliates
Cash dividends received from consolidated subsidiaries were $1.2 billion, $1 billion, and $748 million for the years ended December 31, 2017, 2016, and 2015, respectively. There were no cash dividends received from affiliates accounted for by the equity method for the years ended December 31, 2017, 2016, and 2015.
S-6
- Guarantees and Letters of Credit
GUARANTEES — In connection with certain of its project financing, acquisition, and power purchase agreements, the Parent Company has expressly undertaken limited obligations and commitments, most of which will only be effective or will be terminated upon the occurrence of future events. These obligations and commitments, excluding those collateralized by letter of credit and other obligations discussed below, were limited as of December 31, 2017, by the terms of the agreements, to an aggregate of approximately $842 million representing 22 agreements with individual exposures ranging from $1 million to $272 million. These amounts exclude normal and customary representations and warranties in agreements for the sale of assets (including ownership in associated legal entities) where the associated risk is considered to be nominal.
LETTERS OF CREDIT — At December 31, 2017, the Parent Company had $36 million in letters of credit outstanding under the senior secured credit facility, representing 21 agreements with individual exposures up to $13 million, and $52 million in letters of credit outstanding under the senior unsecured credit facility, representing 4 agreements with individual exposures ranging from $2 million to $26 million. During 2017, the Parent Company paid letter of credit fees ranging from 0.25% to 2.25% per annum on the outstanding amounts.
S-7
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