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Item 1. - Business is an outline of our strategy and our businesses by SBU, including key financial drivers. 10-K, Item 1
3 paragraphs in Risk Factors of the 10-K filed Mar 2, 2026 with nothing like them in the 10-K filed Mar 11, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 30 Utilities companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
were to acquire any of these types of businesses, there can be no assurance that we will be successful in transitioning them to private ownership or that we will not incur unforeseen obligations or liabilities.
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initiatives could also result in the early retirement of coal-fired generation facilities, which could result in stranded costs if regulators disallow full recovery of investments.
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of our U.S. renewables projects involving tax equity investors or purchasers of tax credits, we provide customary Parent Company or subsidiary guarantees to the tax equity investors or tax credit purchasers that require the Parent Company or subsidiary to bear the risk of any IRS recapture or disallowance of certain tax benefits they receive in connection with the transaction.
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29 paragraphs in the 10-Q filed Nov 3, 2026 with nothing like them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── (in millions, except share and per share amounts) Revenue: Non-Regulated $ 2,649 $ 2,269 $ 7,142 $ 6,132 Regulated 1,223 1,082 3,332 3,000 Total revenue 3,872 3,351 10,474 9,132 Cost of Sales: Non-Regulated (1,931) (1,730) (5,486) (4,998) Regulated (959) (886) (2,674) (2,505) Total cost of sales (2,890) (2,616) (8,160) (7,503) Operating margin 982 735 2,314 1,629 General and administrative expenses (68) (46) (185) (172) Interest expense (361) (348) (1,082) (1,042) Interest income 71 76 201 215 Loss on extinguishment of debt (13) (2) (27) (15) Other expense (25) (26) (110) (373) Other income 21 19 61 57 Gain on disposal and sale of business interests 3 1 212 70 Asset impairment reversals (expense) (91) (31) (133) 74 Foreign currency transaction losses (14) (19) (55) (57) Other non-operating expense — (32) — (42) INCOME FROM CONTINUING OPERATIONS BEFORE TAXES AND EQUITY IN EARNINGS OF AFFILIATES 505 327 1,196 344 Income tax benefit 10 226 23 42 Net equity in earnings (losses) of affiliates 12 1 (30) (55) INCOME FROM CONTINUING OPERATIONS 527 554 1,189 331 Loss from disposal of discontinued businesses, net of $0 income tax for all periods — (37) — (37) NET INCOME 527 517 1,189 294 Less: Net loss attributable to noncontrolling interests and redeemable stock of subsidiaries 26 122 277 296 NET INCOME ATTRIBUTABLE TO THE AES CORPORATION $ 553 $ 639 $ 1,466 $ 590 Increase in redemption value of redeemable stock of subsidiaries (9) (5) (9) (15) NET INCOME AVAILABLE TO THE AES CORPORATION COMMON STOCKHOLDERS $ 544 $ 634 $ 1,457 $ 575 AMOUNTS AVAILABLE TO THE AES CORPORATION COMMON STOCKHOLDERS: Income from continuing operations available to The AES Corporation common stockholders $ 544 $ 671 $ 1,457 $ 612 Loss from discontinued operations available to The AES Corporation common stockholders — (37) — (37) NET INCOME AVAILABLE TO THE AES CORPORATION COMMON STOCKHOLDERS $ 544 $ 634 $ 1,457 $ 575 BASIC EARNINGS PER SHARE: Income from continuing operations available to The AES Corporation common stockholders $ 0.76 $ 0.94 $ 2.04 $ 0.86 Loss from discontinued operations available to The AES Corporation common stockholders — (0.05) — (0.05) NET INCOME AVAILABLE TO THE AES CORPORATION COMMON STOCKHOLDERS $ 0.76 $ 0.89 $ 2.04 $ 0.81 DILUTED EARNINGS PER SHARE: Income from continuing operations available to The AES Corporation common stockholders $ 0.76 $ 0.94 $ 2.04 $ 0.86 Loss from discontinued operations available to The AES Corporation common stockholders — (0.05) — (0.05) NET INCOME AVAILABLE TO THE AES CORPORATION COMMON STOCKHOLDERS $ 0.76 $ 0.89 $ 2.04 $ 0.81 DILUTED SHARES OUTSTANDING 715 714 715 714
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On October 15, 2026, the European Commission (“EC”) unconditionally approved the Merger under Council Regulation No. 139/2004 (as amended). Additionally, on October 19, 2026, the New York Public Service Commission issued a declaratory ruling that the Merger requires no further review under New York Public Service Law Section 70. Further, on October 28, 2026, the European Commission closed its preliminary review of the Merger in accordance with Article 10(4) of Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market (the “EU Foreign Subsidies Regulation Approval”). The Merger remains subject to certain additional regulatory approvals and other customary closing conditions. The completion of the Merger is not conditioned on receipt of financing by Parent.
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(2) The summarized financial information of Alto Maipo is not included in the table above as the Company is not the primary beneficiary, the fair value of the investment is insignificant, and the investment in Alto Maipo is not material to the financial results of the Company.
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Subsidiary Issuances (1) AES Clean Energy 2,007 AES Pacifico Chile 597 AES España 550 AES Andes 400
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AES El Salvador - In July 2025, our distribution companies operating in El Salvador entered into a credit agreement for $ 341 million, bearing interest at 3-month SOFR plus 3.50 %, maturing in 2032. The net proceeds were used to repay existing indebtedness of $ 206 million, with the remainder used for dividend distributions. As a result of the refinancing, the Company recognized a loss on extinguishment of $ 1 million.
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Environmental - The Company periodically reviews its obligations as they relate to compliance with environmental laws, including site restoration and remediation. As of both September 30, 2026 and December 31, 2025, the Company recognized liabilities of $ 1 million for projected environmental remediation costs. These
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that these projects will reach the specified milestones, therefore the noncontrolling ownership interests are not probable of becoming redeemable and subsequent adjustments to the carrying value were not required.
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of $ 2 million. As the Company maintained control after these transactions, Chile Renovables continues to be consolidated by the Company within the Renewables SBU reportable segment.
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AOCL Components Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Change in fair value of derivatives, net Non-regulated revenue $ (2) $ — $ 3 $ — ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Non-regulated cost of sales — (4) (4) (2) Interest expense — 2 (2) 12 Foreign currency transaction losses — 1 3 6 Income (loss) from continuing operations before taxes and equity in earnings of affiliates (2) (1) — 16 Income tax benefit (1) — (3) (12) Net equity in earnings (losses) of affiliates — 2 — 2 Net income (loss) (3) 1 (3) 6 Less: Net loss attributable to noncontrolling interests and redeemable stock of subsidiaries 3 — 10 4 Net income (loss) attributable to The AES Corporation — 1 7 10 Change in fair value option liabilities, net Gain on disposal and sale of business interests 3 — 3 — Net income (loss) attributable to The AES Corporation 3 — 3 — Total reclassifications out of AOCL for the period, net of income tax and noncontrolling interests $ 3 $ 1 $ 10 $ 10
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Sul - In 2016, the Company completed the sale of Sul, its wholly-owned distribution company in Brazil, with its historical operating results reported as discontinued operations. In August 2025, an arbitration tribunal awarded the buyer an estimated $ 37 million in alleged damages plus interest, as well as potential future damages, under a dispute related to representations and warranties in the 2016 share purchase agreement, which the Company recognized as a loss from disposal of discontinued businesses.
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Net loss from disposal of discontinued businesses was $37 million for the three and nine months ended September 30, 2025, related to alleged damages plus interest, as well as potential future damages, under a dispute
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related to representations and warranties in the 2016 share purchase agreement for Sul.
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• Higher impairment expense at AES Clean Energy Development of $57 million partially offset by prior-year impairment expense of $16 million at AES Andes due to the write-off of project development intangibles and capitalized development costs for projects that were determined to be no longer viable; and
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and contributions from development services in the U.S.; partially offset by higher depreciation and an unfavorable impact from energy derivatives in the U.S.;
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• Higher other non-operating expense of $32 million in the prior year due to an impairment of the Uplight equity method investment and adjustments to the convertible notes; and
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of 1974, which expired on July 24, 2026. The Section 122 tariffs are currently under review by the Federal Circuit, following a May 2026 ruling from the CIT finding them to be unlawful. There has been no material impact on the Company from these Section 122 tariffs.
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In July 2025, Commerce initiated a Section 232 investigation to determine the effects on national security of imports of polysilicon and its derivatives. In August 2026, the President issued a proclamation finding that these imports impair U.S. national security. Effective December 4, 2026, the U.S. Government will implement a minimum import price for polysilicon, wafers and ingots, solar cells, and solar modules, and will impose a 15% tariff on polysilicon and derivative products, including solar cells and modules. Commerce has also implemented an import ban on certain U.S. importers of these products. The impact of these new Section 232 actions on the Company is uncertain.
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In August 2026, the President issued an Executive Order under IEEPA that, among other things, prohibits the acquisition, importation, or installation of bulk-power system electric equipment (including but not limited to inverters and battery energy storage systems) (“BPSEE”) that is designed, manufactured, or supplied by a Covered Foreign Entity and that poses an undue risk of subversion or disruption of the bulk-power system in the U.S. The Executive Order directs the Secretary of Energy to determine what BPSEE is prohibited from importation into the U.S. after the date of the Executive Order and authorizes the Secretary to determine whether any previously installed BPSEE should be subject to conditions on continued use. The Secretary has not made any such determinations to date, and the impact of this new Executive Order on the Company is uncertain.
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The Chilean National Reconstruction Bill was fully enacted on October 17, 2026, providing a gradual 4% rate reduction to 23% by 2029. The impact is expected to be material and will be recorded in the fourth quarter of 2026.
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interest rates. For new business, higher interest rates increase the financing costs for new projects under development and which have not yet secured financing.
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assurances, minimum demand commitments, and exit provisions as protections for existing customers. On October 7, 2026, the IURC issued an order approving AES Indiana’s petition and plan to serve the Monrovia Project.
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On June 17, 2025, the EPA published a proposed rule to repeal the 2024 Carbon Pollution Standards for new and existing EGUs in addition to 2015 GHG NSPSs for certain new EGUs. In this proposed rule, the EPA also offered an alternative proposal to repeal a narrower set of greenhouse gas requirements which would include the repeal of requirements for existing EGUs and requirements based on carbon capture and sequestration for new EGUs. On September 17, 2026, the EPA published a final rule to repeal certain aspects of the 2024 Carbon Pollution Standards, in particular GHG emission guidelines for existing coal-fired steam generating units and existing natural gas steam generating units. The September 17, 2026 final rule also repeals the 2024 Carbon Pollution Standards’ carbon capture and sequestration-based requirements for new and reconstructed baseload stationary combustion turbines, among other requirements. Also on September 17, 2026, the EPA published a supplemental notice of proposed rulemaking that, if finalized, would repeal all federal GHG emissions standards under section 111 of the Clean Air Act based on the EPA’s proposed best reading of the Clean Air Act.
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On July 14, 2026, the EPA published an Advanced Notice of Proposed Rulemaking intended to solicit feedback from the public on a general permit approach that could be developed to allow owners and operators of CCR facilities to temporarily obtain permit coverage until an individual permit is issued by the EPA or an approved state CCR permit program is in effect.
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U.S. Executive Actions Affecting Environmental Regulations - On January 20, 2025, President Trump issued an Executive Order titled “Unleashing American Energy” directing Agencies to, among other tasks,
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In addition to utilizing non-recourse debt at a subsidiary level when available, the Parent Company provides a portion, or in certain instances all, of the remaining long-term financing or credit required to fund development,
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payments on its outstanding indebtedness is dependent upon the receipt of funds from our subsidiaries of the Company’s 2025 Form 10-K for additional information.
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described herein. In addition, the Company has received two (2) stockholder books and records demands and one stockholder demand for an appraisal of the stockholder’s alleged shares.
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10.1 Amendment No. 3 to the Credit Agreement dated as of August 5, 2026, among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, which amends that certain Eighth Amended and Restated Credit Agreement, dated as of September 24, 2021, by and among the Company, as borrower, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, is incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed on August 5, 2026.
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10.3 Term Loan Agreement dated as of September 18, 2026 among The AES Corporation as Borrower, the banks named therein as Banks, and BNP Paribas as Administrative Agent (filed herewith).
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Item 1A of the 10-Q filed Nov 3, 2026 against Item 1A of the 10-K filed Mar 2, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Work on AES in a spreadsheet:
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