(a)Financial Statements.
(b)Exhibits.
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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 filed on December 10, 2019. | | |
| 3.3 | | | | | | Certificate of Designations of the Company with respect to the Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware and effective March 10, 2021, incorporated herein by reference to Exhibit 3.1 of the Company’s Form 8-K filed on March 11, 2021 (SEC File No. 001-12291). | | |
| 3.4 | | | | | | Certificate of Designations of the Company with respect to the Series B Preferred Stock, filed with the Secretary of State of the State of Delaware and effective March 10, 2021, incorporated herein by reference to Exhibit 3.2 of the Company’s Form 8-K filed on March 11, 2021 (SEC File No. 001-12291). | | |
| 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.(j). | | |
| 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) | | | | | | 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. | | |
| 4.(d) | | | | | | Indenture, dated May 27, 2020, 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 May 27, 2020. | | |
| 4.(e) | | | | | | Twenty-Fifth Supplemental Indenture, dated June 5, 2020, 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 June 8, 2020. | | |
| 4.(f) | | | | | | Twenty-Sixth Supplemental Indenture, dated December 4, 2020, 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 December 4, 2020. | | |
| 4.(g) | | | | | | Twenty-Seventh Supplemental Indenture, dated December 7, 2020, 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 December 7, 2020. | | |
| 4.(h) | | | | | | Description of the Registrant's Securities is incorporated herein by reference to Exhibit 4.(k) of the Company's Form 10-K for the year ended December 31, 2020.is incorporated herein by reference to Exhibit 4.(k) of the Company's Form 10-K for the year ended December 31, 2020. | | |
| 4.(i) | | | | | | Purchase Contract and Pledge Agreement, dated March 11, 2021, between the Company and Deutsche Bank Trust Company Americas, as purchase contract agent, collateral agent, custodial agent and securities intermediary, incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K filed on March 11, 2021 (SEC File No. 001-12291). | | |
| 4.(j) | | | | | | Form of Corporate Unit, incorporated herein by reference as part of Exhibit 4.1 of the Company’s Form 8-K filed on March 11, 2021 (SEC File No. 001-12291). | | |
| 4.(k) | | | | | | Form of Treasury Unit, incorporated herein by reference as part of Exhibit 4.1 of the Company’s Form 8-K filed on March 11, 2021 (SEC File No. 001-12291). | | |
| 4.(l) | | | | | | Form of Cash Settled Unit, incorporated herein by reference as part of Exhibit 4.1 of the Company’s Form 8-K filed on March 11, 2021 (SEC File No. 001-12291). | | |
| 4.(m) | | | | | | Form of Series A Cumulative Perpetual Convertible Preferred Stock Certificate, incorporated herein by reference to Exhibit 4.5 of the Company’s Form 8-K filed on March 11, 2021 (SEC File No. 001-12291). | | |
| 4.(n) | | | | | | Form of Series B Cumulative Perpetual Preferred Stock Certificate, incorporated herein by reference to Exhibit 4.6 of the Company’s Form 8-K filed on March 11, 2021 (SEC File No. 001-12291). | | |
204 | 2021 Annual Report
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| 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. | | |
| 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, 2019. | | |
| 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, 2019. | | |
| 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 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. | | |
| 10.22 | | | | | | 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 | | | | | | 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. | | |
| 10.25 | | | | | | 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. | | |
205 | 2021 Annual Report
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| 10.26 | | | | | | Separation Agreement by and between The AES Corporation and Lisa Krueger dated January 25, 2022 filed herewith. | | |
| 10.27 | | | | | | Consultant Agreement by and between The AES Corporation and Lisa Krueger dated January 25, 2022 filed herewith. | | |
| 10.28 | | | | | | Seventh 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. | | |
| 10.29 | | | | | | Eight Amended and Restated Credit Agreement dated as of September 24, 2021 among The AES Corporation, a Delaware corporation, the lenders listed on the signature pages thereof, Citibank, N.A., as Administrative Agent and Citibank, N.A., Mizuho Bank Ltd. and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers, incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on September 28, 2021 (SEC File No. 001-12291). | | |
| 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 Stephen Coughlin (filed herewith). | | |
| 32.1 | | | | | | Section 1350 Certification of Andrés Gluski (filed herewith). | | |
| 32.2 | | | | | | Section 1350 Certification of Stephen Coughlin (filed herewith). | | |
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| 101 | | | | | | The AES Corporation Annual Report on Form 10-K for the year ended December 31, 2020, 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. | | |
| 104 | | | | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | |
(c)Schedule
Schedule I—Financial Information of Registrant
206 | 2021 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.
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| | | | | | THE AES CORPORATION (Company) | | | | | | | | |
| | | | | | | | | | | | | | |
| Date: | | | February 28, 2022 | | | 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.
| | | | | | | | | | | | | | |
|---|
| Name | | | | | | Title | | | | | | Date | | |
| | | | | | | | | | | | | | |
| * | | | | | | President, Chief Executive Officer (Principal Executive Officer) and Director | | | | | | | | |
| Andrés Gluski | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| * | | | | | | Director | | | | | | | | |
| Janet G. Davidson | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| * | | | | | | Director | | | | | | | | |
| Tarun Khanna | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| * | | | | | | Director | | | | | | | | |
| Holly K. Koeppel | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| * | | | | | | Director | | | | | | | | |
| Julia M. Laulis | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| * | | | | | | Director | | | | | | | | |
| James H. Miller | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| ***** | | | | | | Director | | | | | | | | |
| Alain Monié | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| * | | | | | | Chairman of the Board and Lead Independent Director | | | | | | | | |
| John B. Morse | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| * | | | | | | Director | | | | | | | | |
| Moises Naim | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| * | | | | | | Director | | | | | | | | |
| Teresa M. Sebastian | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| * | | | | | | Director | | | | | | | | |
| Maura Shaughnessy | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| /s/ STEPHEN COUGHLIN | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | | | |
| Stephen Coughlin | | | | | | | | | February 28, 2022 | | | | | |
| | | | | | | | | | | | | | |
| /s/ SHERRY L. KOHAN | | | | | | Vice President and Controller (Principal Accounting Officer) | | | | | | | | |
| Sherry L. Kohan | | | | | | | | | February 28, 2022 | | | | | |
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| *By: | | | /s/ PAUL L. FREEDMAN | | | | | | February 28, 2022 | | |
| | | Attorney-in-fact | | | | | | | | |
S-1 | 2021 Annual Report
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-2 | 2021 Annual Report
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
BALANCE SHEETS
DECEMBER 31, 2021 AND 2020
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| | | | | | December 31, | | | | | | | | |
| | | | | | 2021 | | | | | | 2020 | | |
| | | | | | (in millions) | | | | | | | | |
| ASSETS | | | | | | | | | | | | | | |
| Current Assets: | | | | | | | | | | | | | | |
| Cash and cash equivalents | | | | | | $ | 40 | | | | | $ | 70 | |
| | | | | | | | | | | | | | |
| Accounts and notes receivable from subsidiaries | | | | | | 231 | | | | | | 188 | | |
| | | | | | | | | | | | | | |
| Prepaid expenses and other current assets | | | | | | 50 | | | | | | 55 | | |
| Total current assets | | | | | | 321 | | | | | | 313 | | |
| Investment in and advances to subsidiaries and affiliates | | | | | | 7,159 | | | | | | 6,426 | | |
| Office Equipment: | | | | | | | | | | | | | | |
| Cost | | | | | | 29 | | | | | | 29 | | |
| Accumulated depreciation | | | | | | (23) | | | | | | (22) | | |
| Office equipment, net | | | | | | 6 | | | | | | 7 | | |
| Other Assets: | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Deferred financing costs, net of accumulated amortization of $7 and $6, respectively | | | | | | 6 | | | | | | 4 | | |
| Deferred income taxes | | | | | | — | | | | | | 25 | | |
| Other assets | | | | | | 33 | | | | | | 20 | | |
| Total other assets | | | | | | 39 | | | | | | 49 | | |
| Total assets | | | | | | $ | 7,525 | | | | | $ | 6,795 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | |
| Current Liabilities: | | | | | | | | | | | | | | |
| Accounts payable | | | | | | $ | 17 | | | | | $ | 15 | |
| Accounts and notes payable to subsidiaries | | | | | | 161 | | | | | | 184 | | |
| Accrued and other liabilities | | | | | | 340 | | | | | | 344 | | |
| | | | | | | | | | | | | | |
| Total current liabilities | | | | | | 518 | | | | | | 543 | | |
| Long-term Liabilities: | | | | | | | | | | | | | | |
| Senior notes payable | | | | | | 3,729 | | | | | | 3,430 | | |
| | | | | | | | | | | | | | |
| Accounts and notes payable to subsidiaries | | | | | | — | | | | | | 28 | | |
| Other long-term liabilities | | | | | | 480 | | | | | | 160 | | |
| Total long-term liabilities | | | | | | 4,209 | | | | | | 3,618 | | |
| Stockholders' equity: | | | | | | | | | | | | | | |
| Preferred stock | | | | | | 825 | | | | | | — | | |
| Common stock | | | | | | 8 | | | | | | 8 | | |
| Additional paid-in capital | | | | | | 7,119 | | | | | | 7,561 | | |
| Accumulated deficit | | | | | | (1,089) | | | | | | (680) | | |
| Accumulated other comprehensive loss | | | | | | (2,220) | | | | | | (2,397) | | |
| Treasury stock | | | | | | (1,845) | | | | | | (1,858) | | |
| Total stockholders' equity | | | | | | 2,798 | | | | | | 2,634 | | |
| Total liabilities and equity | | | | | | $ | 7,525 | | | | | $ | 6,795 | |
See Notes to Schedule I.
S-3 | 2021 Annual Report
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2021, 2020, AND 2019
| | | | | | | | | | | | | | | | | | | | |
|---|
| For the Years Ended December 31, | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |
| | | | | | (in millions) | | | | | | | | | | | | | | |
| Revenue from subsidiaries and affiliates | | | | | | $ | 28 | | | | | $ | 29 | | | | | $ | 30 | |
| Equity in earnings of subsidiaries and affiliates | | | | | | (47) | | | | | | 383 | | | | | | 674 | | |
| Interest income | | | | | | 20 | | | | | | 31 | | | | | | 53 | | |
| General and administrative expenses | | | | | | (121) | | | | | | (125) | | | | | | (148) | | |
| Other income | | | | | | 51 | | | | | | 26 | | | | | | 1 | | |
| Other expense | | | | | | (65) | | | | | | (6) | | | | | | (103) | | |
| Loss on extinguishment of debt | | | | | | — | | | | | | (146) | | | | | | (5) | | |
| Interest expense | | | | | | (74) | | | | | | (163) | | | | | | (197) | | |
| Income (loss) before income taxes | | | | | | (208) | | | | | | 29 | | | | | | 305 | | |
| Income tax benefit (expense) | | | | | | (201) | | | | | | 17 | | | | | | (2) | | |
| Net income (loss) | | | | | | $ | (409) | | | | | $ | 46 | | | | | $ | 303 | |
See Notes to Schedule I.
S-4 | 2021 Annual Report
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2021, 2020, AND 2019
| | | | | | | | | | | | | | | | | |
|---|
| | | 2021 | | | | | | 2020 | | | | | | 2019 | | |
| | | (in millions) | | | | | | | | | | | | | | |
| NET INCOME (LOSS) | | | $ | (409) | | | | | $ | 46 | | | | | $ | 303 | |
| Foreign currency translation activity: | | | | | | | | | | | | | | | | | |
| Foreign currency translation adjustments, net of income tax (expense) benefit of $0, $(8) and $1, respectively | | | (86) | | | | | | — | | | | | | (23) | | |
| Reclassification to earnings, net of $0 income tax for all periods | | | 3 | | | | | | 192 | | | | | | 23 | | |
| Total foreign currency translation adjustments, net of tax | | | (83) | | | | | | 192 | | | | | | — | | |
| Derivative activity: | | | | | | | | | | | | | | | | | |
| Change in derivative fair value, net of income tax benefit of $8, $90 and $53, respectively | | | (7) | | | | | | (309) | | | | | | (202) | | |
| Reclassification to earnings, net of income tax expense of $73, $19 and $4, respectively | | | 254 | | | | | | 72 | | | | | | 36 | | |
| Total change in fair value of derivatives, net of tax | | | 247 | | | | | | (237) | | | | | | (166) | | |
| Pension activity: | | | | | | | | | | | | | | | | | |
| Prior service cost for the period, net of income tax expense of $0, $1 and $0, respectively | | | — | | | | | | — | | | | | | 1 | | |
| Change in pension adjustments due to net actuarial gain (loss) for the period, net of income tax (expense) benefit of $(9), $4 and $6, respectively | | | 23 | | | | | | (12) | | | | | | (16) | | |
| Reclassification of earnings, net of income tax expense of $3, $0 and $13, respectively | | | 1 | | | | | | — | | | | | | 27 | | |
| Total change in unfunded pension obligation | | | 24 | | | | | | (12) | | | | | | 12 | | |
| OTHER COMPREHENSIVE INCOME (LOSS) | | | 188 | | | | | | (57) | | | | | | (154) | | |
| COMPREHENSIVE INCOME (LOSS) | | | $ | (221) | | | | | $ | (11) | | | | | $ | 149 | |
See Notes to Schedule I.
S-5 | 2021 Annual Report
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2021, 2020, AND 2019
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|---|
| For the Years Ended December 31, | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |
| | | | | | (in millions) | | | | | | | | | | | | | | |
| Net cash provided by operating activities | | | | | | $ | 570 | | | | | $ | 434 | | | | | $ | 583 | |
| Investing Activities: | | | | | | | | | | | | | | | | | | | | |
| Proceeds from the sale of business interests, net of expenses | | | | | | 64 | | | | | | 412 | | | | | | 196 | | |
| Investment in and net advances to subsidiaries | | | | | | (2,260) | | | | | | (652) | | | | | | (596) | | |
| Return of capital | | | | | | 698 | | | | | | 346 | | | | | | 411 | | |
| Additions to property, plant and equipment | | | | | | (14) | | | | | | (8) | | | | | | (8) | | |
| Purchase of short term investments, net | | | | | | — | | | | | | (1) | | | | | | — | | |
| Net cash provided by (used in) investing activities | | | | | | (1,512) | | | | | | 97 | | | | | | 3 | | |
| Financing Activities: | | | | | | | | | | | | | | | | | | | | |
| (Repayments) Borrowings under the revolver, net | | | | | | 295 | | | | | | (110) | | | | | | 180 | | |
| Borrowings of notes payable and other coupon bearing securities | | | | | | — | | | | | | 3,397 | | | | | | — | | |
| Repayments of notes payable and other coupon bearing securities | | | | | | — | | | | | | (3,366) | | | | | | (450) | | |
| Loans from (Repayments to) subsidiaries | | | | | | — | | | | | | 25 | | | | | | 40 | | |
| | | | | | | | | | | | | | | | | | | | |
| Issuance of preferred stock | | | | | | 1,014 | | | | | | — | | | | | | — | | |
| Proceeds from issuance of common stock | | | | | | 8 | | | | | | 4 | | | | | | 6 | | |
| Common stock dividends paid | | | | | | (401) | | | | | | (381) | | | | | | (362) | | |
| Payments for deferred financing costs | | | | | | (4) | | | | | | (38) | | | | | | (3) | | |
| Sales to noncontrolling interests | | | | | | (1) | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | |
| Other financing | | | | | | 1 | | | | | | (3) | | | | | | (4) | | |
| Net cash used in financing activities | | | | | | 912 | | | | | | (472) | | | | | | (593) | | |
| Effect of exchange rate changes on cash | | | | | | — | | | | | | — | | | | | | (1) | | |
| Increase (Decrease) in cash and cash equivalents | | | | | | (30) | | | | | | 59 | | | | | | (8) | | |
| Cash and cash equivalents, beginning | | | | | | 70 | | | | | | 11 | | | | | | 19 | | |
| Cash and cash equivalents, ending | | | | | | $ | 40 | | | | | $ | 70 | | | | | $ | 11 | |
| Supplemental Disclosures: | | | | | | | | | | | | | | | | | | | | |
| Cash payments for interest, net of amounts capitalized | | | | | | $ | 79 | | | | | $ | 156 | | | | | $ | 192 | |
| Cash payments (refunds) for income taxes | | | | | | — | | | | | | (8) | | | | | | (5) | | |
See Notes to Schedule I.
S-6 | 2021 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 Unsecured Notes and Loans Payable ($ in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | | | | | | | | | | | | | December 31, | | | | | | | | |
| | | | | | Interest Rate | | | | | | Maturity | | | | | | 2021 | | | | | | 2020 | | |
| Senior Unsecured Note | | | | | | 3.30% | | | | | | 2025 | | | | | | 900 | | | | | | 900 | | |
| Drawings on revolving credit facility | | | | | | LIBOR + 1.75% | | | | | | 2026 | | | | | | 365 | | | | | | 70 | | |
| Senior Unsecured Note | | | | | | 1.375% | | | | | | 2026 | | | | | | 800 | | | | | | 800 | | |
| Senior Unsecured Note | | | | | | 3.95% | | | | | | 2030 | | | | | | 700 | | | | | | 700 | | |
| Senior Unsecured Note | | | | | | 2.45% | | | | | | 2031 | | | | | | 1,000 | | | | | | 1,000 | | |
| Unamortized (discounts)/premiums & debt issuance (costs) | | | | | | | | | | | | | | | | | | (36) | | | | | | (40) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | | | | | | | | | | | | | | | | | $ | 3,729 | | | | | $ | 3,430 | |
FUTURE MATURITIES OF RECOURSE DEBT — As of December 31, 2021 scheduled maturities are presented in the following table (in millions):
| | | | | |
|---|
| December 31, | | | Annual Maturities | | |
| 2022 | | | $ | — | |
| 2023 | | | — | | |
| 2024 | | | — | | |
| 2025 | | | 900 | | |
| 2026 | | | 1,165 | | |
| Thereafter | | | 1,700 | | |
| Unamortized (discount)/premium & debt issuance (costs) | | | (36) | | |
| Total debt | | | $ | 3,729 | |
3. Dividends from Subsidiaries and Affiliates
Cash dividends received from consolidated subsidiaries were $894 million, $1 billion, and $1 billion for the years ended December 31, 2021, 2020, and 2019, respectively. For the years ended December 31 2021, 2020, and 2019, $65 million, $302 million, and $200 million, 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, 2021, 2020, and 2019.
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
S-7 | 2021 Annual Report
as of December 31, 2021 by the terms of the agreements, to an aggregate of approximately $2.2 billion, representing 90 agreements with individual exposures ranging up to $400 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, 2021, the Parent Company had $48 million in letters of credit outstanding under the revolving credit facility, representing 26 agreements with individual exposures up to $16 million, and $119 million in letters of credit outstanding under the unsecured credit facilities, representing 31 agreements with individual exposures ranging up to $42 million. During the year ended December 31, 2021, the Parent Company paid letter of credit fees ranging from 1% to 3% per annum on the outstanding amounts.