A Dark Vector Cognition product

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

37K characters. Original on sec.gov ·

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

The 17 tables in Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE as one CSV, figures in aligned columns. For subscribers: paste your API key. One API call. Plans from $19 a month, see pricing.

(a)Financial Statements.
Financial Statements and Schedules:Page
Consolidated Balance Sheets as of December 31, 2019 and 2018119
Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017120
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2019, 2018 and 2017121
Consolidated Statements of Changes in Equity for the years ended December 31, 2019, 2018 and 2017122
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017123
Notes to Consolidated Financial Statements124
SchedulesS-2-S-7
(b)Exhibits.
3.1Sixth 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.
3.2By-Laws of The AES Corporation, as amended and incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed on December 10, 2019.
4There 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.(i).
4.(a)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.(b)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.(c)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.(d)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.(e)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.(f)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.(g)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.
4.(h)Twenty-Second Supplemental Indenture, dated March 15, 2018, between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on March 15, 2018.
4.(i)Twenty-Fourth Supplemental Indenture, dated March 15, 2018 between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on March 21, 2018.
10.1The 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)
10.2The 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)
10.3Applied 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)
10.4Deferred 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)
10.5Deferred 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.
10.6The 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.
10.7The 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)
10.7AAmendment 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.
188 | 2019 Annual Report
10.8The 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).
10.9Second 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).
10.10The 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).
10.10AAmendment 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.
10.11The 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.
10.12Form 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.
10.13Form 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.
10.14Form of AES Restricted Stock Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (filed herewith).
10.15Form 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.
10.16Form 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.
10.17Form of AES Performance Cash Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (filed herewith).
10.18The 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.
10.18AAmendment 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.
10.19The 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.
10.19AAmendment 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.
10.20The 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.
10.21The AES Corporation Amended and Restated Executive Severance Plan dated October 5, 2018 is incorporated herein by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended September 30, 2018.
10.22The 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.
10.23The 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.
10.24Mutual 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.
10.25Form 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.
10.26Amendment No. 3, dated as of December 20, 2019, to the Sixth Amended and Restated Credit and Reimbursement Agreement, dated as of July 26, 2013 is incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed on December 23, 2019.
10.26ASeventh Amended and Restated Credit and Reimbursement Agreement dated as of December 20, 2019 among The AES Corporation, a Delaware corporation, the Banks listed on the signature pages thereof, Citibank, N.A., as Administrative Agent and Collateral Agent, and Citibank, N.A., Mizuho Bank Ltd. and Crédit Agricole Corporate and Investment Bank, as Joint Lead Arrangers and Joint Book Runners is incorporated herein by reference to Exhibit 10.1.A of the Company's Form 8-K filed on December 23, 2019.
10.27Collateral 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).
10.28Security 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).
10.29Credit 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.
189 | 2019 Annual Report
10.30Charge 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).
10.31Consulting Agreement by and between The AES Corporation and Brian A. Miller dated February 26, 2018 is incorporated herein by reference to Exhibit 10.33 of the Company's Form 10-K for the year ending December 31, 2017.
21.1Subsidiaries of The AES Corporation (filed herewith).
23.1Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP (filed herewith).
24Powers of Attorney (filed herewith).
31.1Rule 13a-14(a)/15d-14(a) Certification of Andrés Gluski (filed herewith).
31.2Rule 13a-14(a)/15d-14(a) Certification of Gustavo Pimenta (filed herewith).
32.1Section 1350 Certification of Andrés Gluski (filed herewith).
32.2Section 1350 Certification of Gustavo Pimenta (filed herewith).
101The AES Corporation Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Cover Page, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Operations, (iv) Consolidated Statements of Comprehensive Income (Loss), (v) Consolidated Statements of Changes in Equity, (vi) Consolidated Statements of Cash Flows, and (vii) Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(c)Schedule

Schedule I—Financial Information of Registrant

190 | 2019 Annual Report

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.

THE AES CORPORATION (Company)
Date:February 27, 2020By:/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.

NameTitleDate
*President, Chief Executive Officer (Principal Executive Officer) and Director
Andrés GluskiFebruary 27, 2020
*Director
Janet G. DavidsonFebruary 27, 2020
*Director
Charles L. HarringtonFebruary 27, 2020
*Director
Tarun KhannaFebruary 27, 2020
*Director
Holly K. KoeppelFebruary 27, 2020
*Director
James H. MillerFebruary 27, 2020
*****Director
Alain MoniéFebruary 27, 2020
*Chairman of the Board and Lead Independent Director
John B. MorseFebruary 27, 2020
*Director
Moises NaimFebruary 27, 2020
*Director
Jeffrey W. UbbenFebruary 27, 2020
/s/ GUSTAVO PIMENTAExecutive Vice President and Chief Financial Officer (Principal Financial Officer)
Gustavo PimentaFebruary 27, 2020
/s/ SHERRY L. KOHANVice President and Controller (Principal Accounting Officer)
Sherry L. KohanFebruary 27, 2020
*By:/s/ PAUL L. FREEDMANFebruary 27, 2020
Attorney-in-fact
S-1 | 2019 Annual Report

THE AES CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENT SCHEDULES

Schedule I—Condensed Financial Information of RegistrantS-2

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-2 | 2019 Annual Report

THE AES CORPORATION

SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT

BALANCE SHEETS

December 31,
20192018
(in millions)
ASSETS
Current Assets:
Cash and cash equivalents$11$19
Accounts and notes receivable from subsidiaries238285
Prepaid expenses and other current assets3531
Total current assets284335
Investment in and advances to subsidiaries and affiliates6,7826,834
Office Equipment:
Cost2727
Accumulated depreciation(20)(19)
Office equipment, net78
Other Assets:
Other intangible assets, net of accumulated amortization13
Deferred financing costs, net of accumulated amortization of $5 and $4, respectively54
Deferred income taxes1424
Other assets162
Total other assets3633
Total assets$7,109$7,210
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable$20$15
Accounts and notes payable to subsidiaries33974
Accrued and other liabilities221206
Senior notes payable—current portion55
Total current liabilities585300
Long-term Liabilities:
Senior notes payable3,3913,650
Accounts and notes payable to subsidiaries2828
Other long-term liabilities10924
Total long-term liabilities3,5283,702
Stockholders' equity:
Common stock88
Additional paid-in capital7,7768,154
Accumulated deficit(692)(1,005)
Accumulated other comprehensive loss(2,229)(2,071)
Treasury stock(1,867)(1,878)
Total stockholders' equity2,9963,208
Total liabilities and equity$7,109$7,210

See Notes to Schedule I.

S-3 | 2019 Annual Report

THE AES CORPORATION

SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT

STATEMENTS OF OPERATIONS

For the Years Ended December 31,201920182017
(in millions)
Revenue from subsidiaries and affiliates$30$36$28
Equity in earnings of subsidiaries and affiliates6741,909630
Interest income533949
General and administrative expenses(148)(142)(158)
Other income1255
Other expense(103)—(554)
Loss on extinguishment of debt(5)(171)(92)
Interest expense(197)(220)(317)
Income (loss) before income taxes3051,476(409)
Income tax (expense)(2)(273)(752)
Net income (loss)$303$1,203$(1,161)

See Notes to Schedule I.

S-4 | 2019 Annual Report

THE AES CORPORATION

SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

YEARS ENDED DECEMBER 31, 2019**,** 2018**, AND** 2017

201920182017
(in millions)
NET INCOME (LOSS)$303$1,203$(1,161)
Foreign currency translation activity:
Foreign currency translation adjustments, net of income tax benefit of $1, $2 and $11, respectively(23)(214)18
Reclassification to earnings, net of $0 income tax for all periods23(21)643
Total foreign currency translation adjustments, net of tax—(235)661
Derivative activity:
Change in derivative fair value, net of income tax benefit of $53, $16 and $13, respectively(202)(64)(14)
Reclassification to earnings, net of income tax benefit (expense) of $(4), $(13) and $1, respectively367837
Total change in fair value of derivatives, net of tax(166)1423
Pension activity:
Prior service cost for the period, net of income tax expense of $0, $1 and $1, respectively1(2)1
Change in pension adjustments due to net actuarial gain (loss) for the period, net of income tax benefit (expense) of $6, $(1) and $6, respectively(16)2(20)
Reclassification of earnings, net of income tax expense of $13, $2 and $126, respectively277248
Total change in unfunded pension obligation127229
OTHER COMPREHENSIVE INCOME (LOSS)(154)(214)913
COMPREHENSIVE INCOME (LOSS)$149$989$(248)

See Notes to Schedule I.

S-5 | 2019 Annual Report

THE AES CORPORATION

SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,201920182017
(in millions)
Net cash provided by operating activities$583$409$148
Investing Activities:
Proceeds from the sale of business interests, net of expenses1961,222—
Investment in and net advances to subsidiaries(596)(216)(339)
Return of capital411242243
Additions to property, plant and equipment(8)(13)(13)
Net cash provided by (used in) investing activities31,235(109)
Financing Activities:
(Repayments) Borrowings under the revolver, net180(207)207
Borrowings of notes payable and other coupon bearing securities—1,0001,025
Repayments of notes payable and other coupon bearing securities(450)(1,933)(1,353)
Loans from (Repayments to) subsidiaries40(143)309
Proceeds from issuance of common stock671
Common stock dividends paid(362)(344)(317)
Payments for deferred financing costs(3)(11)(12)
Other financing(4)(5)(7)
Net cash used in financing activities(593)(1,636)(147)
Effect of exchange rate changes on cash(1)16
Increase (Decrease) in cash and cash equivalents(8)9(102)
Cash and cash equivalents, beginning1910112
Cash and cash equivalents, ending$11$19$10
Supplemental Disclosures:
Cash payments for interest, net of amounts capitalized$192$232$282
Cash payments (refunds) for income taxes$(5)$10$2

See Notes to Schedule I.

S-6 | 2019 Annual Report

THE AES CORPORATION

SCHEDULE I

NOTES TO SCHEDULE I

1. 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.

2. Debt

Senior and Secured Notes and Loans Payable ($ in millions)

December 31,
Interest RateMaturity20192018
Senior Unsecured Note4.00%2021500500
Senior Secured Term LoanLIBOR + 1.75%202218366
Senior Unsecured Note4.875%2023613713
Senior Unsecured Note4.50%2023500500
Drawings on secured credit facilityLIBOR + 1.75%2024180—
Senior Unsecured Note5.50%20246363
Senior Unsecured Note5.50%2025544544
Senior Unsecured Note6.00%2026500500
Senior Unsecured Note5.125%2027500500
Unamortized (discounts)/premiums & debt issuance (costs)(22)(31)
Subtotal$3,396$3,655
Less: Current maturities(5)(5)
Total$3,391$3,650

FUTURE MATURITIES OF RECOURSE DEBT — As of December 31, 2019 scheduled maturities are presented in the following table (in millions):

December 31,Annual Maturities
2020$5
2021505
20228
20231,113
2024243
Thereafter1,544
Unamortized (discount)/premium & debt issuance (costs)(22)
Total debt$3,396

3. Dividends from Subsidiaries and Affiliates

Cash dividends received from consolidated subsidiaries were $1.0 billion, $1.9 billion and $1.2 billion for the years ended December 31, 2019, 2018, and 2017, respectively. For the years ended December 31, 2019 and 2018, $200 million and $1.2 billion, respectively, of the dividends paid to the Parent Company are derived from the sale of business interests and are classified as an investing activity for cash flow purposes. All other dividends are classified as operating activities. There were no cash dividends received from affiliates accounted for by the equity method for the years ended December 31, 2019, 2018, and 2017.

S-7 | 2019 Annual Report

4. Guarantees and Letters of Credit

GUARANTEES — In connection with certain project financing, acquisitions and dispositions, power purchases and other 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, 2019 by the terms of the agreements, to an aggregate of approximately $865 million, representing 38 agreements with individual exposures ranging up to $157 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, 2019, the Parent Company had $19 million in letters of credit outstanding under the senior secured credit facility, representing 28 agreements with individual exposures up to $4 million, and $342 million in letters of credit outstanding under the senior unsecured credit facility, representing 11 agreements with individual exposures ranging from $1 million to $296 million. During the year ended December 31, 2019, the Parent Company paid letter of credit fees ranging from 1% to 3% per annum on the outstanding amounts.

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES