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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Financial Statements.

Financial Statements and Schedules:Page
Consolidated Balance Sheets as of December 31, 2025 and 2024120
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023121
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023122
Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023123
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023124
Notes to Consolidated Financial Statements126
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.
3.2Amended and Restated By-Laws of The AES Corporation, incorporated herein by reference to Exhibit 3.2 of the Company's Form 10-Q for the quarter ended September 30, 2024.
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.(l).
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)Twenty-Eighth Supplemental Indenture, dated May 17, 2023, 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 17, 2023.
4.(i)Twenty-Ninth Supplemental Indenture, dated March 20, 2025, between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee, incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K filed on March 20, 2025.
4.(j)Base Indenture, dated May 21, 2024, 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 21, 2024.
4.(k)First Supplemental Indenture, dated May 21, 2024, between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee is incorporated herein by reference to Exhibit 4.2 of the Company's Form 8-K filed on May 21, 2024.
4.(l)Second Supplemental Indenture, dated December 6, 2024, 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 6, 2024.
4.(m)Description of the Registrant’s Securities (filed herewith).
10.1Deferred 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.
10.2The 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.
10.3Second 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).
10.4The 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).
10.5The AES Corporation 2003 Long Term Compensation Plan, as Amended and Restated on October 10, 2023, is incorporated herein by reference to Exhibit 10.5 of the Company's Form 10-K for the year ended December 31, 2023.
208 | 2025 Annual Report
10.6The AES Corporation Amended and Restated Deferred Compensation Program for Directors dated May 9, 2025 is incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-Q for the period ended June 30, 2025.
10.7Form 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.
10.8Form of AES Performance Stock Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit 10.7 of the Company's Form 10-K for the year ended December 31, 2023.
10.9Form of AES Restricted Stock Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit 10.8 of the Company's Form 10-K for the year ended December 31, 2023.
10.10Form of AES Performance Cash Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit 10.9 of the Company's Form 10-K for the year ended December 31, 2023.
10.11Form 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.
10.12Form of AES Performance Cash Unit Award Agreement under The AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit 10.11 of the Company's Form 10-K for the year ended December 31, 2023.
10.13The AES Corporation Restoration Supplemental Retirement Plan, as Amended and Restated effective June 25, 2025 is incorporated herein by reference to Exhibit 10.4 of the Company's Form 10-Q for the period ended June 30, 2025.
10.13AThe 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.
10.14Amendment 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.
10.15The AES Corporation Performance Incentive Plan, as Amended and Restated on October 10, 2023, is incorporated herein by reference to Exhibit 10.15 of the Company's Form 10-K for the year ended December 31, 2023.
10.16Form 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.
10.17The AES Corporation Amended and Restated Executive Severance Plan and Summary Plan Description (filed herewith).
10.18Eight 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).
10.19Form of Director and Officer Indemnification Agreement is incorporated herein by reference to Exhibit 10.30 of the Company's Form 10-Q for the period ended September 30, 2022.
10.20Amendment No. 1 to the Credit Agreement dated as of August 23, 2022 among The AES Corporation, a Delaware corporation, the lenders listed on the signature pages thereof, and Citibank, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.31 of the Company's Form 10-Q for the period ended September 30, 2022.
10.21Loan Agreement dated as of December 6, 2024 among The AES Corporation as Borrower, the banks named therein as Banks, and Sumitomo Mitsui Banking Corporation as Administrative Agent is incorporated herein by reference to Exhibit 10.21 of the Company’s Form 10-K/A for the year ended December 31, 2024.
10.22Form of AES Non-Executive Restricted Stock Unit Award Agreement under the AES Corporation 2003 Long Term Compensation Plan is incorporated herein by reference to Exhibit 10.23 of the Company's Form 10-K for the year ended December 31, 2023.
10.23The AES Corporation 2025 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on May 9, 2025).
10.24Loan Agreement dated as of June 13, 2025 among The AES Corporation as Borrower, the banks named therein as Banks, and JPMorgan Chase, N.A. as Administrative Agent, is incorporated herein by reference to Exhibit 10.3 of the Company’s Form 10-Q for the period ended June 30, 2025.
10.25Amendment No. 1 dated as of November 12, 2025, to the Loan Agreement dated as of June 13, 2025 among The AES Corporation as Borrower, the banks named therein as Banks, and JPMorgan Chase, N.A. as Administrative Agent (filed herewith).
10.26Amendment No. 2 dated as of March 1, 2026, to the Loan Agreement dated as of June 13, 2025 among The AES Corporation as Borrower, the banks named therein as Banks, and JPMorgan Chase, N.A. as Administrative Agent (filed herewith).
10.27Loan Agreement dated as of October 31, 2025 among The AES Corporation as Borrower, the banks named therein as Banks, and Wells Fargo Bank, National Association as Administrative Agent is incorporated herein by reference to Exhibit 10.1 of the Company's Form 10-Q for the period ended September 30, 2025.
10.28Amendment No. 1 dated as of March 1, 2026, to the Loan Agreement dated as of October 31, 2025 among The AES Corporation as Borrower, the banks named therein as Banks, and Wells Fargo Bank, National Association as Administrative Agent (filed herewith).
10.29Letter of Credit Agreement dated as of December 8, 2025, among The AES Corporation and Barclays Bank PLC (filed herewith).
19The AES Corporation Insider Trading Policy
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 Stephen Coughlin (filed herewith).
32.1Section 1350 Certification of Andrés Gluski (filed herewith).
32.2Section 1350 Certification of Stephen Coughlin (filed herewith).
209 | 2025 Annual Report
97Amended and Restated Compensation Recoupment Policy, effective October 6, 2023, is incorporated herein by reference to Exhibit 97 of the Company's Form 10-K for the year ended December 31, 2023.
101The AES Corporation Annual Report on Form 10-K for the year ended December 31, 2025, 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

210 | 2025 Annual Report

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE AES CORPORATION (Company)
Date:March 2, 2026By:/s/ ANDRÉS GLUSKI
Name:Andrés Gluski
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, 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
*Chief Executive Officer (Principal Executive Officer) and Director
Andrés GluskiMarch 2, 2026
*Director
Gerard M. AndersonMarch 2, 2026
*Director
Inderpal S. BhandariMarch 2, 2026
*Director
Janet G. DavidsonMarch 2, 2026
*Director
Holly K. KoeppelMarch 2, 2026
*Director
Julia M. LaulisMarch 2, 2026
*****Director
Alain MoniéMarch 2, 2026
*Chairman of the Board and Lead Independent Director
John B. MorseMarch 2, 2026
*Director
Moisés NaímMarch 2, 2026
*Director
Teresa M. SebastianMarch 2, 2026
*Director
Maura ShaughnessyMarch 2, 2026
/s/ STEPHEN COUGHLINExecutive Vice President and Chief Financial Officer (Principal Financial Officer)
Stephen CoughlinMarch 2, 2026
/s/ SHERRY L. KOHANSenior Vice President and Chief Accounting Officer (Principal Accounting Officer)
Sherry L. KohanMarch 2, 2026
*By:/s/ PAUL L. FREEDMANMarch 2, 2026
Attorney-in-fact

S-1 | 2025 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 | 2025 Annual Report

THE AES CORPORATION

SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT

BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

December 31,
20252024
(in millions)
ASSETS
Current Assets:
Cash and cash equivalents$11$265
Accounts and notes receivable from subsidiaries266446
Prepaid expenses and other current assets8195
Total current assets358806
Investment in and advances to subsidiaries and affiliates11,5209,786
Office Equipment:
Cost1414
Accumulated depreciation(14)(13)
Construction in progress7—
Office equipment, net71
Other Assets:
Deferred financing costs, net of accumulated amortization of $14 and $12, respectively35
Other assets2947
Total other assets3252
Total assets$11,917$10,645
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable$9$20
Accounts and notes payable to subsidiaries208190
Accrued and other liabilities339312
Debt—current portion879899
Total current liabilities1,4351,421
Long-term Liabilities:
Debt5,1054,805
Accounts and notes payable to subsidiaries754307
Other long-term liabilities560468
Total long-term liabilities6,4195,580
Stockholders' equity:
Common stock99
Additional paid-in capital5,9045,913
Retained earnings641293
Accumulated other comprehensive loss(698)(766)
Treasury stock(1,793)(1,805)
Total stockholders' equity4,0633,644
Total liabilities and equity$11,917$10,645

See Notes to Schedule I.

S-3 | 2025 Annual Report

THE AES CORPORATION

SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023

For the Years Ended December 31,202520242023
(in millions)
Revenue from subsidiaries and affiliates$23$23$31
Equity in earnings of subsidiaries and affiliates6751,641598
Interest income14615044
General and administrative expenses(135)(137)(129)
Other income174111
Other expense(6)(16)—
Loss on extinguishment of debt1——
Interest expense(331)(307)(230)
Income before income taxes3901,395325
Income tax benefit (expense)520284(76)
Net income$910$1,679$249

See Notes to Schedule I.

S-4 | 2025 Annual Report

THE AES CORPORATION

SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023

202520242023
(in millions)
NET INCOME (LOSS)$910$1,679$249
Foreign currency translation activity:
Foreign currency translation adjustments, net of income tax expense of $1, $0, and $0, respectively114(159)136
Reclassification to earnings, net of $0 income tax for all periods—71—
Total foreign currency translation adjustments114(88)136
Derivative activity:
Change in fair value of derivatives, net of income tax benefit (expense) of $2, $(93), and $(7), respectively(35)31555
Reclassification to earnings, net of income tax benefit (expense) of $12, $(8), and $9, respectively(2)18(52)
Total change in fair value of derivatives(37)3333
Pension activity:
Change in pension adjustments due to prior service cost, net of $0 income tax for all periods1—1
Change in pension adjustments due to net actuarial gain (loss) for the period, net of income tax benefit of $0, $2, and $1, respectively(2)(5)(4)
Reclassification of earnings, net of income tax expense of $0, $1, and $0, respectively17—
Total pension adjustments—2(3)
Fair value option liabilities activity:
Change in fair value option liabilities due to instrument-specific credit risk, net of $0 income tax for all periods—3—
Total change in fair value option liabilities—3—
OTHER COMPREHENSIVE INCOME77250136
COMPREHENSIVE INCOME$987$1,929$385

See Notes to Schedule I.

S-5 | 2025 Annual Report

THE AES CORPORATION

SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023

For the Years Ended December 31,202520242023
(in millions)
Net cash provided by operating activities$820$731$608
Investing Activities:
Proceeds from the sale of business interests, net of expenses—566474
Investment in and net advances to subsidiaries(2,080)(2,508)(2,187)
Return of capital9707861,185
Additions to property, plant, and equipment(7)(11)(9)
Net cash used in investing activities(1,117)(1,167)(537)
Financing Activities:
Borrowings (repayments) under the revolver, net379—(325)
Borrowings of notes payable and other coupon bearing securities8001,450900
Repayments of notes payable and other coupon bearing securities(898)(200)—
Repayments to subsidiaries, net(151)(76)(177)
Issuance of preferred shares in subsidiaries436——
Proceeds from issuance of common stock—31
Common stock dividends paid(501)(483)(444)
Payments for deferred financing costs(8)(21)(14)
Other financing(14)(5)(3)
Net cash provided by (used in) financing activities43668(62)
(Decrease) increase in cash and cash equivalents(254)2329
Cash and cash equivalents, beginning2653324
Cash and cash equivalents, ending$11$265$33
Supplemental Disclosures:
Cash payments for interest, net of amounts capitalized$292$202$178
Cash payments for income taxes, net of refunds11449

See Notes to Schedule I.

S-6 | 2025 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.

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 RateMaturity20252024
Senior Unsecured Note3.30%2025$—$900
Commercial paper outstanding borrowings202679—
Senior Unsecured Note1.375%2026800800
Drawings on revolving credit facilitySOFR + 1.80%2027300—
Senior Unsecured Note5.45%2028900900
Senior Unsecured Note3.95%2030700700
Senior Unsecured Note2.45%20311,0001,000
Senior Unsecured Note5.80%2032800—
Junior Unsecured Note7.60%2055950950
Junior Unsecured Note6.95%2055500500
Unamortized (discounts)/premiums & debt issuance (costs)(45)(46)
Subtotal$5,984$5,704
Less: Current maturities(879)(899)
Noncurrent maturities$5,105$4,805

FUTURE MATURITIES OF RECOURSE DEBT — As of December 31, 2025 scheduled maturities are presented in the following table (in millions):

December 31,Annual Maturities
2026$879
2027300
2028900
2029—
2030700
Thereafter3,250
Unamortized (discount)/premium & debt issuance (costs), net(45)
Total debt$5,984

3. Dividends from Subsidiaries and Affiliates

Cash dividends received from consolidated subsidiaries were $1.4 billion, $1.6 billion, and $1.4 billion for the years ended December 31, 2025, 2024, and 2023, respectively. For the years ended December 31, 2024 and 2023, $574 million, and $474 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. There were no dividends derived from the sale of business interests for the year ended December 31, 2025. 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, 2025, 2024, and 2023.

S-7 | 2025 Annual Report

4. Guarantees, Letters of Credit, and Surety Bonds

GUARANTEES — In connection with certain project financings (including tax equity transactions), acquisitions and dispositions, power purchases, EPC contracts, tax credit transfers, 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 letters of credit and other obligations discussed below, were limited as of December 31, 2025 by the terms of the agreements, to an aggregate of approximately $6.7 billion, representing 102 agreements with individual exposures ranging up to $1.1 billion. 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 AND SURETY BONDS — At December 31, 2025, the Parent Company had $220 million in letters of credit outstanding under bilateral agreements, representing 8 agreements with individual exposures ranging up to $92 million; $117 million in letters of credit outstanding under the unsecured credit facilities, representing 7 agreements with individual exposures ranging up to $60 million; and $50 million in letters of credit outstanding under the revolving credit facilities, representing 17 agreements with individual exposures up to $38 million. In addition, at December 31, 2025, the Parent Company had a $36 million surety bond outstanding.

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