AES 10-K Annual Report Dec. 31, 2022 | Alphaminr
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AES 10-K Fiscal year ended Dec. 31, 2022

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AES CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataPart A Report Of Independent Registered Public Accounting FirmPart APart B Financial Statements and Supplementary DataPart BItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Party Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedule

Exhibits

3.1 Sixth Restated Certificate of Incorporation of The AESCorporation is incorporated herein by reference to Exhibit 3.1 of the Company's Form 10-K for the year ended December31, 2008. 3.2 By-Laws of The AESCorporation, as amended and incorporated herein by reference to Exhibit3.1 of the Company's Form8-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 Companys 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 Companys Form 8-K filed on March 11, 2021 (SEC File No. 001-12291). 4.(b) Ninth Supplemental Indenture, dated as of April3, 2003, between The AESCorporation and Wells Fargo Bank, National Association (as successor by consolidation to Wells Fargo Bank Minnesota, National Association) is incorporated herein by reference to Exhibit4.6 of the Company's FormS-4 filed on December7, 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Form 8-K filed on March 11, 2021 (SEC File No. 001-12291). 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 AESCorporation 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. 10.7A Amendment to The AESCorporation Supplemental Retirement Plan, dated March13, 2008 is incorporated herein by reference to Exhibit10.9.A of the Company's Form10-K for the year ended December31, 2007. 10.10 The AESCorporation 2001 Non-Officer Stock Option Plan is incorporated herein by reference to Exhibit10.12 of the Company's Form10-K for the year ended December31, 2002 (SEC File No. 001-12291). 10.10A Amendment to the 2001 Stock Option Plan and 2001 Non-Officer Stock Option Plan, dated March13, 2008 is incorporated herein by reference to Exhibit10.12A of the Company's Form10-K for the year ended December31, 2007. 10.11 The AESCorporation 2003 LongTerm Compensation Plan, as Amended and Restated, dated April23, 2015, is incorporated herein by reference to Exhibit99.1 of the Company's Form8-K filed on April23, 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 AESCorporation Restoration Supplemental Retirement Plan, as amended and restated, dated December29, 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 AESCorporation International Retirement Plan, as amended and restated on December29, 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 AESCorporation 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 AESCorporation 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 AESCorporation Performance Incentive Plan, as Amended and Restated on April23, 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 Andrs 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. 10.26 Separation Agreement by and between The AES Corporation and Lisa Krueger dated January 25, 2022 is incorporated herein by reference to Exhibit 10.26 of the Company's Form 10-K for the period ended December 31, 2021. 10.27 Consultant Agreement by and between The AES Corporation and Lisa Krueger dated January 25, 2022 is incorporated herein by reference to Exhibit 10.27 of the Company's Form 10-K for the period ended December 31, 2021. 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 Crdit 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 Companys Form 8-K filed on September 28, 2021 (SEC File No. 001-12291). 10.30 Form of Director and Officer Indemnification Agreementis incorporated herein by reference to Exhibit 10.30 of the Company's Form 10-Q for the period ended September 30, 2022. 10.31 Amendment 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 Agentis incorporated herein by reference to Exhibit 10.31 of the Company's Form 10-Q for the period ended September 30, 2022. 10.32 Term Loan Agreement dated as of September 30, 2022 among The AES Corporation as Borrower, the banks named herein as Banks, and Sumitomo Mitsui Banking Corporation as Administrative Agentis incorporatedhereinby reference to Exhibit 10.32ofthe Company's Form 10-Q for the period ended September 30, 2022. 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 Andrs Gluski (filed herewith). 31.2 Rule 13a-14(a)/15d-14(a) Certification of Stephen Coughlin (filed herewith). 32.1 Section 1350 Certification of Andrs Gluski (filed herewith). 32.2 Section 1350 Certification of Stephen Coughlin (filed herewith).