AES (AES) 10-K risk factor changes: FY2025 vs FY2024

The categories of risk we have identified in Item 1A.—*[Risk [removed: Factors](#i3951040d90a14d81a315859e5f4b3298_58)*] [added: Factors](#i550fbc22e75044e286d52f03fc6332f0_61)*] include risks associated with our operations, governmental regulation and laws, our indebtedness and financial condition.

These risk factors should be read in conjunction with Item 7*.—[Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3951040d90a14d81a315859e5f4b3298_103)*] [added: Operations](#i550fbc22e75044e286d52f03fc6332f0_106)*] in this Form 10-K and the Consolidated Financial Statements and related notes included elsewhere in this Form 10-K.

- changes in our operating cost structure, including, but not limited to, increases in costs relating to gas, coal, [removed: oil] [added: oil,] and other fuel; fuel transportation; purchased electricity; operations, [removed: maintenance] [added: maintenance,] and repair; environmental compliance, including the cost of purchasing emissions offsets and capital expenditures to install environmental emission equipment; transmission access; and insurance.

Our businesses require reliable transportation sources (including related infrastructure such as roads, [removed: ports] [added: ports,] and rail), power sources and water sources to access and conduct operations.

In addition to natural risks, such as earthquakes, floods, lightning, hurricanes and wind, hazards, such as fire, explosion, collapse and machinery failure, are inherent risks in our operations which may occur as a result of inadequate internal processes, technological flaws, human [removed: error] [added: error,] or actions of third parties or other external events.

The hazards described above, along with other safety hazards associated with our operations, can cause significant personal injury or loss of life, severe damage to and destruction of property, [removed: plant] [added: plant,] and equipment, contamination of, or damage to, the environment and suspension of operations.

See Item 3.— *[Legal [removed: Proceedings](#i3951040d90a14d81a315859e5f4b3298_70)*] [added: Proceedings](#i550fbc22e75044e286d52f03fc6332f0_73)*] below.

Wind, solar, [removed: hydrogen,] and energy storage projects are subject to substantial risks.

In particular, in the U.S., AES’ renewable energy generation growth strategy [removed: depends] [added: has depended] in part on federal, [removed: state] [added: state,] and local government policies and incentives that support the development, financing, [removed: ownership] [added: ownership,] and operation of renewable energy generation projects, including investment tax credits, production tax credits, accelerated depreciation, renewable portfolio standards, [removed: feed-in-tariffs] [added: feed-in-tariffs,] and similar programs, REC mechanisms and compliance programs, and tax exemptions.

[added: See Item 7.—*Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Trends and Uncertainties—Macroeconomic and Political—[U.S. Tax Law Reform and U.S. Renewable Energy Tax Credits](#i550fbc22e75044e286d52f03fc6332f0_196)*[.](#i550fbc22e75044e286d52f03fc6332f0_196)] If these policies and incentives are [added: further] changed or eliminated, [added: if pending tax guidance related to these policies is adverse,] or AES is [added: otherwise] unable to use [removed: them,] [added: these policies or incentives,] there could be a material adverse impact on AES’ U.S. renewable growth opportunities, including fewer future [removed: PPAs or lower prices in future] PPAs, decreased revenues, reduced economic returns on certain project company investments, increased financing costs, and/or difficulty obtaining financing.

In addition, new tariffs, [removed: duties] [added: duties,] or other assessments [removed: could be] [added: have been] imposed on the imports of solar cells, modules, [removed: batteries] [added: batteries,] or other equipment utilized in our renewable energy projects.

Any such developments could impede the realization of our U.S. renewables strategy by resulting in, among other items, lack of a satisfactory market for the development and/or financing of our U.S. renewable energy [added: projects, abandoning the development of certain U.S. renewable energy projects, a loss of our investments in the projects, and/or reduced project returns.]

As a result, these types of projects face considerable risk, including that favorable regulatory regimes [removed: expire or] are [added: further] adversely modified.

[removed: Some RTOs, such as PJM, have recently implemented or are considering accelerated or supplemental interconnection processes for high-capacity factor resources,] which could result in delays or cost increases to existing or future interconnection requests of intermittent renewable energy projects, such as solar and wind.

Additional measures could be considered by RTOs, transmission owners, or governmental authorities to foster or accelerate deployment or utilization of certain high-capacity factor technologies in a manner that [removed: negative] [added: negatively] impacts the development [removed: or] [added: of] solar or wind projects.

If development efforts are not successful, we may abandon certain projects, resulting [removed: in,] [added: in] writing off the costs incurred, expensing related capitalized development costs [removed: incurred] [added: incurred,] and incurring additional losses associated with any related contingent liabilities.

A significant amount of our revenue is generated in developing [removed: countries] [added: countries,] and we intend to expand our business in certain developing countries in which AES or its customers have an existing presence.

- economic, [removed: social] [added: social,] and political instability in any particular country or region;

- unexpected changes in foreign laws and regulations or in trade, monetary, [removed: fiscal] [added: fiscal,] or environmental policies;

- restrictions on imports of solar panels, wind turbines, coal, oil, [removed: gas] [added: gas,] or other raw materials;

- unwillingness of governments, agencies, similar [removed: organizations] [added: organizations,] or other counterparties to honor contracts;

- unwillingness of governments, government agencies, [removed: courts] [added: courts,] or similar bodies to enforce contracts that are economically advantageous to AES and less beneficial to government or private party counterparties, against those counterparties;

- inability to obtain access to fair and equitable political, regulatory, [removed: administrative] [added: administrative,] and legal systems;

Developing projects in less developed economies also entails greater financing [removed: risks] [added: risks,] and such financing may only be available from multilateral or bilateral international financial institutions or agencies that require governmental guarantees for certain project and sovereign-related risks.

Further, our operations may experience volatility in revenues and operating margin caused by regulatory and economic difficulties, political [removed: instability] [added: instability,] and currency devaluations, which may increase the uncertainty of cash flows from these businesses.

The open market wholesale prices for electricity can be volatile and generally reflect the variable cost of the source generation which could include renewable sources at near zero pricing or thermal sources subject to fluctuating cost of fuels such as coal, natural [removed: gas] [added: gas,] or oil derivative fuels in addition to other factors described below.

- seasonality, [removed: hydrology] [added: hydrology,] and other weather conditions;

- transmission, transportation constraints, [removed: inefficiencies] [added: inefficiencies,] and/or availability;

- natural disasters, terrorism, wars, embargoes, [removed: pandemics] [added: pandemics,] and other catastrophic events;

- energy, market and environmental regulation, [removed: legislation] [added: legislation,] and policies;

The wholesale prices offered for electricity have been volatile in the markets in which we operate due to a variety of factors, including the increased penetration of renewable generation and energy storage resources, low-priced natural gas, demand side management, new [removed: regulations] [added: regulations,] and market rules.

We maintain an amount of insurance protection that we believe is customary, but there can be no assurance it will be sufficient or effective in light of all circumstances, [removed: hazards] [added: hazards,] or liabilities to which we may be subject.

In addition, insurance may not fully cover the liability or the consequences of any business interruptions such as natural catastrophes, equipment [removed: failure] [added: failure,] or labor dispute.

In many cases, we also limit our exposure to fluctuations in fuel prices by entering into [removed: long-][added: long-term contracts for fuel with a limited number of suppliers.]

[removed: If we] 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.

In addition, the introduction of low-cost disruptive technologies or the entry of non-traditional competitors into our sector and markets could adversely affect our ability to compete, which could have a material adverse effect on our businesses, operating [removed: results] [added: results,] and financial condition.

A counterparty's breach [removed: by] of a PPA or other agreement could also result in the breach of other agreements, including the affected [removed: businesses] [added: businesses'] debt agreements.

[removed: If we incur significant expenditures in adapting to technological changes, fail to adapt to significant technological changes, fail to obtain access to important new technologies, fail to recover a significant portion of any] remaining investment in obsolete assets, or if implemented technology fails to operate as intended, our businesses, operating results and financial condition could be materially adversely affected.

In particular, there has been an increased focus on the U.S. energy grid believed to be related to [removed: the Russia/Ukraine conflict.][added: various geopolitical conflicts.]

Any loss or corruption of confidential or proprietary data through a breach of our systems or certain of our [removed: third party] [added: third-party] vendor systems may:

More recently, the favorable regulatory regimes associated with the U.S. Inflation Reduction Act of 2022 have been curtailed by the passage of H.R. 1 (the "2025 Act").

Further, the adoption of the 2025 Act requires the issuance of tax guidance, some of which has not yet been issued, that may further impact our projects.

Some RTOs, such as PJM, have recently implemented or are considering accelerated or supplemental interconnection processes for high-capacity factor resources or for resources that service a resource adequacy need or new load,

If we

If we incur significant expenditures in adapting to technological changes, fail to adapt to significant technological changes, fail to obtain access to important new technologies, fail to recover a significant portion of any

While we may exert influence pursuant to having positions on the boards

of pension plan beneficiaries and the discount rate used to determine the present value of future pension obligations.

related to the trading, reporting, and clearing of derivatives and similar regulations may be passed in other jurisdictions where we conduct business.

Once approved, the reliability standards may be enforced by FERC independently, or, alternatively, by the ERO and

The EPA did not finalize revisions to the NSPS

On February 18, 2026, the EPA published a final rule to rescind the 2009 greenhouse gas endangerment finding (which had concluded that greenhouse gases endanger public health and welfare).

These

In June 2025, the IRS began releasing interim guidance for CAMT and announced its intention to revise regulations that were proposed in September 2024.

The impact to the Company in 2025 is not material.

We will continue to monitor the issuance of CAMT revised guidance.

On January 5, 2026, the OECD published a side-by-side package to modify the Pillar 2 system in a manner that will fully exclude domestic and foreign profits of US-parented groups from Pillar 2’s Undertaxed Profits Rule and Income Inclusion Rule.

The side-by-side package is intended to take effect as of January 1, 2026, but is subject to enactment of legislation in the local jurisdictions.

In the case

Some of these business lines are dependent upon favorable regulatory incentives to support continued investment, and there is significant uncertainty about the extent to which such favorable regulatory incentives, in particular, those associated with the U.S. Inflation Reduction Act of 2022, will be available in the future.

projects, abandoning the development of certain U.S. renewable energy projects, a loss of our investments in the projects, and/or reduced project returns.

term contracts for fuel with a limited number of suppliers.

implementing new technology, improving user awareness through employee security training, and updating our security policies as well as those for third-party providers.

regulator not to permit timely and full recovery of the costs incurred.

As part

Any impairment of long-

modifications to coal-fired generating units without proper permit approvals and without installing best available control technology.

This estimate is based on a number of projections and assumptions that may prove to be incorrect, such as the forecasted dispatch, anticipated plant efficiency, fuel type, CO2 emissions rates and our subsidiaries' achieving completion of such construction and development projects.

On October 16, 2024, the U.S. Supreme Court denied emergency stay applications.

We anticipate that the Paris Agreement will continue the trend toward efforts to decarbonize the global economy and to further limit GHG emissions.

For example, the U.S. Inflation Reduction Act of 2022 includes provisions that benefit the U.S. clean energy industry, including increases, extensions and/or new tax credits for onshore and offshore wind, solar, storage and hydrogen projects.

We expect that the extension of the current solar investment tax credits ("ITCs"), as well as higher credits available for projects that satisfy wage and apprenticeship requirements, will increase demand for our renewables products.

involving material subsidiaries and relating to accelerations of outstanding material debt of material subsidiaries or any subsidiaries that in the aggregate constitute a material subsidiary; or

While we believe these controls, policies, practices, and

As more fully disclosed in Item 9A.—*Controls and Procedures*, we have identified a material weakness in our internal control over financial reporting that existed at December 31, 2024.

The Company did not design effective controls over management's review of the disposition of AES Brasil, a complex non-routine transaction; specifically, the evaluation of the completeness and accuracy of data and information used in the impairment and disposition calculations of the AES Brasil disposal group.

This control deficiency was not remediated as of December 31, 2024.

Since there is a reasonable possibility that the control deficiency could result in a material misstatement in our financial statements that would not be detected, we determined that this control deficiency constituted a material weakness.

While we are taking steps to implement a remediation plan, the material weakness will not be considered remediated until the applicable controls operate and management has concluded, through testing, that the controls are operating effectively.

Furthermore, we can give no assurance that the measures we take will remediate the material weakness or that additional material weaknesses will not arise in the future, either of which could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, and in turn, could negatively impact investor confidence in our reported financial information.

For discussion of the Company's year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 2023,] refer to Item 7.*—Management's Discussion and Analysis of Financial Condition and Results of Operations* in our [removed: 2023] [added: 2024] Form 10-K filed with the SEC on [removed: February 26, 2024.][added: March 11, 2025.]

In [removed: 2024,] [added: 2025,] AES delivered on its strategic and financial objectives.

We completed construction [removed: or the acquisition] of [removed: 3.0] [added: 3.2] GW of renewables and energy storage, [removed: construction of a 670 MW combined cycle gas plant,] and signed long-term PPAs for an additional [removed: 4.4] [added: 4.0] GW of new renewable energy.

See *Overview of our Strategy* included in Item [removed: 1.—*[Business](#i3951040d90a14d81a315859e5f4b3298_19)*] [added: 1.—*[Business](#i550fbc22e75044e286d52f03fc6332f0_22)*] of this Form 10-K for further information.

Compared with last year, net income [removed: increased $984] [added: decreased $640] million, from [removed: a net loss of $182 million in 2023 to net income of] $802 million [removed: in 2024.][added: to $162 million.]

Adjusted EBITDA with Tax Attributes, a non-GAAP measure, increased [removed: $513] [added: $459] million, from [removed: $3,439] [added: $3,952] million to [removed: $3,952] [added: $4,411] million, primarily due to [added: the drivers above as well as] higher realized tax attributes driven by [removed: more renewables projects placed in service, partially offset by the drivers above.][added: higher income from tax credit transfers.]

Compared with last year, diluted earnings per share from continuing operations [removed: increased $2.03,] [added: decreased $1.06,] from [removed: $0.34] [added: $2.37] to [removed: $2.37.][added: $1.31.]

Adjusted EPS, a non-GAAP measure, increased [removed: $0.38] [added: $0.20] from [removed: $1.76] [added: $2.14] to [removed: $2.14,] [added: $2.34,] mainly driven by [removed: higher contributions from renewables projects placed in service in the current year,] a lower adjusted tax rate, [added: including the impact of tax credit transfers,] and higher [removed: contributions from] [added: realized tax attributes and retail margin at] the Utilities SBU; partially offset by lower [added: realized tax attributes at the Renewables SBU due to timing of tax attribute recognition and lower] contributions from the Energy Infrastructure [removed: SBU.][added: SBU primarily due to higher prior year revenues from the monetization of the Warrior Run coal plant PPA.]

| Years Ended December 31, | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | $ Change | | | | | | % Change | | |

| Utilities SBU | | | [removed: 3,608] [added: 4,122] | | | | | | [removed: 3,495] [added: 3,608] | | | | | | | | | | | | [removed: 113] [added: 514] | | | | | | [removed: 3] [added: 14] | | % |

| New Energy Technologies SBU | | | 1 | | | | | | [removed: 76] [added: 1] | | | | | | | | | | | | [removed: (75)] [added: —] | | | | | | [removed: \-99] [added: —] | | % |

| Corporate and Other | | | [removed: 162] [added: 149] | | | | | | [removed: 138] [added: 162] | | | | | | | | | | | | [removed: 24] [added: (13)] | | | | | | [removed: 17] [added: \-8] | | % |

| Total Revenue | | | [removed: 12,278] [added: 12,233] | | | | | | [removed: 12,668] [added: 12,278] | | | | | | | | | | | | [removed: (390)] [added: (45)] | | | | | | [removed: \-3] [added: —] | | % |

| Utilities SBU | | | [removed: 543] [added: 635] | | | | | | [removed: 433] [added: 543] | | | | | | | | | | | | [removed: 110] [added: 92] | | | | | | [removed: 25] [added: 17] | | % |

| New Energy Technologies SBU | | | [removed: (7)] [added: (11)] | | | | | | [removed: (9)] [added: (7)] | | | | | | | | | | | | [removed: 2] [added: (4)] | | | | | | [removed: \-22] [added: \-57] | | % |

| Corporate and Other | | | [removed: 267] [added: 268] | | | | | | [removed: 239] [added: 267] | | | | | | | | | | | | [removed: 28] [added: 1] | | | | | | [removed: 12] [added: —] | | % |

| Eliminations | | | [removed: (121)] [added: (85)] | | | | | | [removed: (69)] [added: (121)] | | | | | | | | | | | | [removed: (52)] [added: 36] | | | | | | [removed: 75] [added: 30] | | % |

| Total Operating Margin | | | [removed: 2,314] [added: 2,211] | | | | | | [removed: 2,504] [added: 2,314] | | | | | | | | | | | | [removed: (190)] [added: (103)] | | | | | | [removed: \-8] [added: \-4] | | % |

| General and administrative expenses | | | [removed: (288)] [added: (241)] | | | | | | [removed: (255)] [added: (288)] | | | | | | | | | | | | [removed: (33)] [added: 47] | | | | | | [removed: 13] [added: \-16] | | % |

| Interest expense | | | [removed: (1,485)] [added: (1,407)] | | | | | | [removed: (1,319)] [added: (1,485)] | | | | | | | | | | | | [removed: (166)] [added: 78] | | | | | | [removed: 13] [added: \-5] | | % |

| Interest income | | | [removed: 381] [added: 287] | | | | | | [removed: 551] [added: 381] | | | | | | | | | | | | [removed: (170)] [added: (94)] | | | | | | [removed: \-31] [added: \-25] | | % |

| Loss on extinguishment of debt | | | [removed: (17)] [added: (26)] | | | | | | [removed: (63)] [added: (17)] | | | | | | | | | | | | [removed: 46] [added: (9)] | | | | | | [removed: \-73] [added: 53] | | % |

| Other expense | | | [removed: (175)] [added: (458)] | | | | | | [removed: (99)] [added: (175)] | | | | | | | | | | | | [removed: (76)] [added: (283)] | | | | | | [removed: 77] [added: NM] | | [removed: %] |

| Other income | | | [removed: 156] [added: 67] | | | | | | [removed: 89] [added: 156] | | | | | | | | | | | | [removed: 67] [added: (89)] | | | | | | [removed: 75] [added: \-57] | | % |

| Gain [removed: (loss)] on disposal and sale of business interests | | | [removed: 351] [added: 58] | | | | | | [removed: 134] [added: 351] | | | | | | | | | | | | [removed: 217] [added: (293)] | | | | | | [removed: NM] [added: \-83] | | [added: %] |

| Asset impairment expense | | | [removed: (374)] [added: (224)] | | | | | | [removed: (1,067)] [added: (374)] | | | | | | | | | | | | [removed: 693] [added: 150] | | | | | | [removed: \-65] [added: \-40] | | % |

| Foreign currency transaction gains (losses) | | | [removed: 31] [added: (79)] | | | | | | [removed: (359)] [added: 31] | | | | | | | | | | | | [removed: 390] [added: (110)] | | | | | | NM | | |

[removed: |] Income tax [removed: expense | | | (59) | | | | | | (261) | | | | | | | | | | | | 202 | | | | | | \-77 | | % |][added: benefit (expense)]

| Net equity in losses of affiliates | | | [removed: (26)] [added: (55)] | | | | | | [removed: (32)] [added: (26)] | | | | | | | | | | | | [removed: 6] [added: (29)] | | | | | | [removed: \-19] [added: NM] | | [removed: %] |

| INCOME (LOSS) FROM CONTINUING OPERATIONS | | | [removed: 809] [added: 201] | | | | | | [removed: (189)] [added: 809] | | | | | | | | | | | | [removed: 998] [added: (608)] | | | | | | [removed: NM] [added: \-75] | | [added: %] |

| [removed: Gain (loss)] [added: Loss] from disposal of discontinued businesses, net of income tax [removed: benefit (expense)] [added: expense] of [removed: $7, $7,] [added: $0] and [removed: $0,] [added: $7,] respectively | | | [removed: (7)] [added: (39)] | | | | | | [removed: 7] [added: (7)] | | | | | | | | | | | | [removed: (14)] [added: (32)] | | | | | | NM | | |

| NET INCOME (LOSS) | | | [removed: 802] [added: 162] | | | | | | [removed: (182)] [added: 802] | | | | | | | | | | | | [removed: 984] [added: (640)] | | | | | | [removed: NM] [added: \-80] | | [added: %] |

| Less: Net loss [removed: (income)] attributable to noncontrolling interests and redeemable stock of subsidiaries | | | [removed: 877] [added: 748] | | | | | | [removed: 431] [added: 877] | | | | | | | | | | | | [removed: 446] [added: (129)] | | | | | | [removed: NM] [added: \-15] | | [added: %] |

| NET INCOME [removed: (LOSS)] ATTRIBUTABLE TO THE AES CORPORATION | | | $ | [removed: 1,679] [added: 910] | | | | | $ | [removed: 249] [added: 1,679] | | | | | | | | | | | $ | [removed: 1,430] [added: (769)] | | | | | [removed: NM] [added: \-46] | | [added: %] |

| [removed: Income (loss)] [added: Income] from continuing operations, net of [removed: tax | | | $ | 1,686 | |] [added: tax, attributable to The AES Corporation] | | | $ | [removed: 242 | | | | | |] [added: 949] | | | | | $ | [removed: 1,444] [added: 1,686] | | | | | [removed: NM] | | |

| Net cash provided by operating activities | | | [removed: $ | 2,752 | | | | | $ | 3,034 | | | | |] [added: 4,306] | | | | | | [removed: $] [added: 2,752] | [removed: (282)] | | | | | [removed: \-9] | | [removed: %] |

*Components of Revenue, Cost of [removed: Sales] [added: Sales,] and Operating Margin —* Revenue includes revenue earned from the sale of energy from our utilities and the production and sale of energy from our generation plants, which are classified as regulated and non-regulated, respectively, on the Consolidated Statements of Operations.

Examples include electricity and fuel purchases, [removed: operations and maintenance] [added: O&M] costs, depreciation and amortization expenses, bad debt expense and recoveries, and general administrative and support costs (including employee-related costs directly associated with the operations of the business).

Year Ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

This decrease is mainly driven by the prior year gain on sale of AES Brasil, lower earnings at the Energy Infrastructure SBU primarily due to higher prior year revenues from the monetization of the Warrior Run coal plant PPA and lower net derivative gains, higher day-one losses on the commencement of sales-type leases at AES Clean Energy, and higher unrealized foreign currency losses; partially offset by income tax benefit mainly driven by tax credit transfers compared to prior year income tax expense, higher contributions from new projects and better hydrology in the Renewables SBU, and higher retail margin at the Utilities SBU under the 2024 Base Rate Order at AES Indiana and the 2024 DRC Settlement at AES Ohio.

Adjusted EBITDA, a non-GAAP measure, increased $232 million, from $2,639 million to $2,871 million, mainly driven by higher contributions from new projects and better hydrology in the Renewables SBU, and higher retail margin at the Utilities SBU; partially offset by higher prior year revenues from the monetization of the Warrior Run coal plant PPA in the Energy Infrastructure SBU, the sale of AES Brasil in the prior year, and the impact of the AES Ohio and AGIC sell-downs.

This decrease is mainly driven by the prior-year gain on sale of AES Brasil, lower earnings at the Energy Infrastructure SBU primarily due to higher prior year revenues from the monetization of the Warrior Run coal plant PPA and lower net derivative gains, higher day-one losses on commencement of sales-type leases at AES Clean Energy, higher unrealized foreign currency losses, and impairments related to Uplight.

These were partially offset by higher income tax benefit mainly driven by tax credit transfers compared to prior year income tax expense, and contributions from new projects and better hydrology in the Renewables SBU.

| Renewables SBU | | | $ | 2,913 | | | | | $ | 2,617 | | | | | | | | | | | $ | 296 | | | | | 11 | | % |

| Energy Infrastructure SBU | | | 5,402 | | | | | | 6,207 | | | | | | | | | | | | (805) | | | | | | \-13 | | % |

| Eliminations | | | (354) | | | | | | (317) | | | | | | | | | | | | (37) | | | | | | \-12 | | % |

| Renewables SBU | | | 503 | | | | | | 399 | | | | | | | | | | | | 104 | | | | | | 26 | | % |

| Energy Infrastructure SBU | | | 901 | | | | | | 1,233 | | | | | | | | | | | | (332) | | | | | | \-27 | | % |

| Other non-operating expense | | | (113) | | | | | | — | | | | | | | | | | | | (113) | | | | | | NM | | |

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- $805 million at Energy Infrastructure primarily driven by $921 million of prior year revenue related to the AES Andes portfolio, which is reported in the Renewables SBU beginning in 2025 following the sale and expiration of certain coal-related assets and contracts; $174 million due to prior year unrealized and realized derivative gains, $171 million of prior year revenues from the monetization of the Warrior Run coal plant PPA, and $23 million due to the prior year sell-down of Amman East and IPP4 in Jordan; partially offset by $317 million due to higher fuel prices and transportation costs passed through to the offtaker, $148 million of higher CO2 purchases passed through due to higher production, and $28 million due to higher availability; and

- $50 million at Corporate, Other and Eliminations mainly driven by higher eliminations of inter-segment revenue.

- $296 million at Renewables mainly driven by an $832 million increase due to the results of AES Andes moving to Renewables in 2025, as described above, net of a current year decrease in regulated contract sales, $232 million due to new projects in service, and $105 million due to development services in the U.S.; partially offset by a $615 million decrease due to the sale of AES Brasil, $243 million net lower spot sales and prices, mainly in Colombia, and a $42 million decrease related to changes in mark-to-market of energy derivatives.

- $332 million at Energy Infrastructure mainly driven by $160 million higher prior year revenues from the monetization of the Warrior Run coal plant PPA, $108 million due to prior year net derivative gains as part of our commercial hedging strategy, $60 million of prior year operating margin related to the AES Andes portfolio, which is reported in the Renewables SBU beginning in 2025 following the sale and expiration of certain coal-related assets and contracts, $23 million of lower LNG sales net of higher terminal fees, $18 million of one-time costs due to restructuring, and $17 million due to the prior year sell-down of Amman East and IPP4 in Jordan; partially offset by $49 million driven by higher availability in 2025 due to lower maintenance.

- $104 million at Renewables mainly driven by $91 million due to development services in the U.S., $89 million from new businesses, $68 million in Colombia as a result of increased availability and lower spot prices on energy purchases, $60 million due to the results of AES Andes moving to Renewables in 2025, as described above, and $36 million due to higher generation in Panama as a result of better hydrological conditions during the first quarter of 2025.

These increases were partially offset by a $177 million decrease due to the sale of AES Brasil, a $42 million decrease related to changes in mark-to-market of energy derivatives, a $38 million increase in fixed costs primarily related to an accelerated growth plan, and $15 million of one-time costs due to restructuring;

- $92 million at Utilities mainly driven by $191 million due to higher retail rates as a result of the AES Indiana 2024 Base Rate Order and AES Ohio 2024 DRC Settlement, higher transmission and rider revenues, and higher demand due to the impact of weather; partially offset by a $46 million increase in depreciation expense from additional assets placed in service, a $33 million increase in fixed cost mainly driven by higher property taxes, and a $14 million impact of planned outages; and

General and administrative expenses decreased $47 million, or 16%, to $241 million in 2025 compared to $288 million in 2024, primarily due to a $34 million decrease in business development costs, driven by the Company's restructuring program, $18 million lower IT costs, and $8 million lower professional fees, partially offset by $14 million of one-time costs due to restructuring.

Interest expense decreased $78 million, or 5%, to $1,407 million in 2025, compared to $1,485 million in 2024.

Loss on extinguishment of debt increased $9 million, or 53%, to $26 million in 2025, compared to $17 million in 2024.

This increase was primarily driven by a $9 million loss related to a revolver amendment and prepayment of debt at AES Clean Energy, a $7 million loss due to prepayment of debt at Jordan Solar, and a $5 million loss due to prepayment of senior notes at Mercury Chile; partially offset by a prior year loss of $10 million due to a prepayment at AES Andes.

This was partially offset by a $10 million gain at AES Andes in the current year corresponding to the write-off of contingent consideration for a renewables development project determined to be no longer viable.

This decrease was primarily due to the prior year gain on sale of AES Brasil of $312 million and a $52 million gain in the prior year on dilution of AES' ownership interest in Uplight as a result of the AutoGrid acquisition.

This was partially offset by a $70 million gain on the sell-down of Dominican Republic Renewables, which is now accounted for as an equity method investment.

Asset impairment expense decreased $150 million, or 40%, to $224 million in 2025, compared to $374 million in 2024.

This decrease was primarily due to a $243 million increase in the carrying value of the Mong Duong asset group due to the derecognition of a valuation allowance on the loan receivable accounted for under ASC 310 and the elimination of net estimated costs to sell upon reclassifying Mong Duong from held-for-sale to held and used, and lower impairment expense of $45 million at Mong Duong and prior year impairments of $125 million and $80 million at Ventanas and AES Brasil, respectively, associated with the held-for-sale classification.

This was partially offset by a $264 million impairment at Maritza due to a reduction in expected cash flows after the expiration of the current PPA, and higher impairment expense of $62 million and $16 million at AES Clean Energy Development and AES Andes, respectively, due to the write-off of project development intangibles and capitalized development costs for projects that were determined to be no longer viable, including $51 million at AES Clean Energy Development due to the right sizing of our development company as part of the restructuring program initiated in February 2025.

Other non-operating expense

Other non-operating expense was $113 million in 2025 due to a $103 million impairment of the Uplight equity method investment and convertible notes as a result of observable market factors; and a $10 million other-than-temporary impairment of convertible notes for 5B as a result of an observable price change from a transaction between 5B and a third party.

The 2025 effective tax rate was impacted by the current year benefits associated with ITCs and the reclassification of the Mong Duong asset group as held and used from held-for-sale, partially offset by the impacts of allocations of losses to tax equity investors on renewables projects.

This increase was primarily driven by lower earnings from sPower of $31 million, mainly due to lower contributions from renewables projects that came online.

Loss from disposal of discontinued businesses

Net loss from disposal of discontinued businesses was $39 million in 2025, compared to $7 million in 2024, primarily related to alleged damages plus interest, as well as potential future damages, under a dispute related to representations and warranties in the 2016 share purchase agreement for Sul in the current year.

This decrease was primarily due to a decrease of $149 million at Mong Duong mostly driven by the derecognition of a valuation allowance on the loan receivable accounted for under ASC 310 upon reclassifying Mong Duong from held-for-sale to held and used, a decrease of $135 million at AES Clean Energy primarily attributable to lower allocation of losses to tax equity investors on projects placed in service and increased development services in the U.S., $34 million related to the sale of AES Brasil, $25 million related to improved operating results at Southland Energy after maintenance in the prior year, and $23 million related to the sell-down of AGIC.

This was partially offset by an increase of $150 million at AES Indiana primarily attributable to higher allocation of losses to tax equity investors on BESS projects placed in service, $55 million due to day-one losses on the commencement of sales-type leases at AES Clean Energy Development, and $25 million related to acquisition of the remaining common shares in Cochrane.

- Lower margins from the Energy Infrastructure SBU of $271 million, excluding one-time restructuring costs, primarily due to higher prior year revenues from the monetization of the Warrior Run coal plant PPA and prior year net derivative gains as part of our commercial hedging strategy;

This increase is the result of lower impairments, unrealized foreign currency gains in the current year versus losses in the prior year, gain on sale of AES Brasil, favorable contributions at the Utilities and New Energy Technologies SBUs, and higher contributions from renewables projects placed in service in the current year; partially offset by higher interest expense and lower interest income, and the prior year gain on sell-down of Fluence.

Adjusted EBITDA, a non-GAAP measure, decreased $189 million, from $2,828 million to $2,639 million, mainly driven by record-breaking drought conditions and outages in Colombia at the Renewables SBU, lower margins at the Energy Infrastructure SBU due to prior year margin at the hedged merchant Southland facilities that are contracted primarily for capacity in the current year and higher outages; partially offset by higher contributions at the Utilities SBU and higher revenues from new projects at the Renewables SBU.

This increase is mainly driven by lower long-lived asset impairments in the current year, higher contributions from renewables projects placed in service in the current year, prior year unrealized foreign currency losses at the Energy Infrastructure SBU, the gain on sale of AES Brasil, and lower income tax expense.

This was partially offset by higher interest expense and lower interest income, and lower margins due to outages.

| Renewables SBU | | | $ | 2,510 | | | | | $ | 2,339 | | | | | | | | | | | $ | 171 | | | | | 7 | | % |

| Energy Infrastructure SBU | | | 6,238 | | | | | | 6,836 | | | | | | | | | | | | (598) | | | | | | \-9 | | % |

| Eliminations | | | (241) | | | | | | (216) | | | | | | | | | | | | (25) | | | | | | 12 | | % |

| Renewables SBU | | | 359 | | | | | | 492 | | | | | | | | | | | | (133) | | | | | | \-27 | | % |

| Energy Infrastructure SBU | | | 1,273 | | | | | | 1,418 | | | | | | | | | | | | (145) | | | | | | \-10 | | % |

| Goodwill impairment expense | | | — | | | | | | (12) | | | | | | | | | | | | 12 | | | | | | \-100 | | % |

| AMOUNTS ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS: | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | % |

| Income (loss) from discontinued operations, net of tax | | | (7) | | | | | | 7 | | | | | | | | | | | | (14) | | | | | | NM | | |

| NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION | | | $ | 1,679 | | | | | $ | 249 | | | | | | | | | | | $ | 1,430 | | | | | NM | | |

- $598 million at Energy Infrastructure primarily driven by a $398 million decrease in regulated contract sales and prices, $319 million due to higher revenues from our hedged merchant Southland facilities in the prior year that are contracted primarily for capacity in the current year, $73 million due to lower generation driven by lower dispatch in Argentina, and $69 million impact from the selldown of Amman East and IPP4 in Jordan; partially offset by $195 million higher realized gains on power swaps; and

- $75 million at New Energy Technologies mainly driven by the sale of the Fallbrook project in March 2023.

- $171 million at Renewables mainly driven by $205 million due to new projects in service, $61 million of unrealized derivative gains, $58 million of higher contracted energy sales, and $35 million due to the appreciation of the Colombian peso; partially offset by $125 million impact from the sale of our controlling interest in AES Brasil, and $69 million due to higher outages and record-breaking drought conditions in Colombia; and

- $145 million at Energy Infrastructure mainly driven by $110 million due to higher energy margin from our hedged merchant Southland facilities in the prior year that are contracted primarily for capacity in the current year, $54 million impact from the selldown of Amman East and IPP4 in Jordan, $51 million due to higher outages, $39 million due to end of commercial operations at Warrior Run in May 2024, and $31 million due to lower LNG transactions; partially offset by $82 million from a PPA termination loss recognized in the prior year and $45 million of unrealized derivative gains;

- $133 million at Renewables driven by $148 million impact primarily from record-breaking drought conditions in Colombia, alongside drier hydrological conditions in Brazil, $45 million impact of outages at Colombia due to a flooding incident at the Chivor plant which occurred in June 2024, $44 million impact from the sale of our controlling interest in AES Brasil, and $29 million higher fixed costs primarily due to an accelerated growth plan; partially offset by unrealized derivative gains of $61 million and higher contracted energy sales of $58 million; and

These unfavorable impacts were partially offset by an increase of $110 million at Utilities primarily driven by $83 million due to higher transmission and rider revenues, $76 million due to higher retail rates as a result of the 2024 Base Rate Order, and $72 million due to higher demand primarily from the impact of weather; partially offset by $57 million higher depreciation from additional assets placed in service, the prior year $29 million deferral of power purchase costs associated with the approval of ESP 4, and $25 million higher expected credit losses due to the one-time implementation of customer billing system upgrades.

General and administrative expenses increased $33 million, or 13%, to $288 million in 2024 compared to $255 million in 2023, primarily due to increased business development costs, higher people costs, higher professional fees, and higher IT costs.

Interest expense increased $166 million, or 13%, to $1,485 million in 2024, compared to $1,319 million in 2023.

Loss on extinguishment of debt decreased $46 million to $17 million in 2024, compared to $63 million in 2023.

This decrease was primarily due to prior year losses of $47 million and $10 million due to prepayments at AES Andes and AES Hispanola Holdings BV, respectively, partially offset by a current year loss of $10 million due to a prepayment at AES Andes.

This was partially offset by a $36 million decrease in loss on sale and disposal of assets, mainly driven by prior year impairments of inventory due to the planned early plant closures at Ventanas 2, Norgener, and Warrior Run.

This increase was driven by the gain on sale of AES Brasil of $312 million and a $52 million gain corresponding to the dilution of AES' ownership in Uplight as a result of the AutoGrid acquisition; partially offset by a $136 million gain on sale of shares of Fluence, our equity method investment, in 2023, and the $10 million loss on the selldown of Amman East and IPP4 in Jordan, which is now accounted for as an equity method investment.

Goodwill impairment expense

Goodwill impairment expense was $12 million in 2023 due to impairment at the TEG TEP reporting unit primarily driven by an increase in the discount rate due to increasing risk of non-renewal of operating permits required after March 31, 2024.

Asset impairment expense decreased $693 million, or 65%, to $374 million in 2024, compared to $1.1 billion in 2023.

This decrease was primarily due to higher prior year impairments, including a $198 million impairment associated with PJM's approval to retire the Warrior Run coal-fired facility; a $186 million impairment at New York Wind related to a repowering project that will result in decommissioning the existing turbines and reducing their depreciable lives; a $137 million impairment associated with the commitment to accelerate the retirement of the Norgener coal-fired facility in Chile; a $77 million and $59 million impairment at TEG and TEP, respectively, due to a reduction in expected capacity cash flows after expiration of the current PPA; and a $59 million impairment at Amman East and IPP4 in Jordan due to the delay in closing the sale transaction.

In addition, the decrease was driven by lower impairment expense of $105 million associated with the held-for-sale classification of Mong Duong and lower impairment expense of $56 million at AES Clean Energy Development related to the write-off of project development intangibles for projects that were determined to be no longer viable.

This was partially offset by current year impairments of $125 million and $80 million at Ventanas and AES Brasil, respectively, after meeting held-for-sale criteria.

(1) Includes peso-denominated energy receivable indexed to the USD through the FONINVEMEM agreement which is considered a foreign currency derivative.

The 2023 effective tax rate was impacted by the allocation of losses to noncontrolling interest in U.S. tax-equity partnerships and pretax impairments at certain Mexican subsidiaries and at the Mong Duong coal-fired plant in Vietnam.

These impacts were partially offset by inflationary and foreign currency impacts at certain Argentine businesses, net of valuation allowances, as well as the recognition of U.S. investment tax credits for renewables projects placed in service in 2023.

This decrease was primarily driven by a $30 million decrease in losses from Fluence, mainly attributable to improved margins on a new product line.

This was partially offset by a $13 million decrease in earnings from Mesa La Paz, primarily due to the prior year termination of derivative positions due to a contract amendment; lower earnings from sPower of $7 million, mainly due to lower earnings from renewables projects that came online; and lower earnings from Energía Natural Dominicana Enadom of $7 million due to lower capitalized interest and higher depreciation.

- Higher allocation of losses to tax equity investors on renewables projects placed in service of $496 million; and

- Higher losses at Brazil of $60 million, primarily due to held-for-sale impairment.

- Higher held-for-sale impairment at Mong Duong in the prior year than the current year of $48 million; and

- Selldowns of business interests resulting in larger shares of income attributable to minority shareholders at the Energy Infrastructure SBU of $46 million.

Our businesses are exposed [removed: to, and] [added: to and, therefore,] proactively manage, market risk.

Market risk is [removed: the] [added: a] potential loss that may result from market changes associated with AES power generation or with existing or forecasted financial or commodity transactions.

AES is also exposed to fluctuations in interest rates [removed: and foreign currency exchange rates] associated primarily with outstanding and expected [removed: future] issuances and [removed: borrowing,] [added: borrowings,] and [removed: from] [added: foreign currency exchange rates associated primarily with] investments in foreign subsidiaries and affiliates.

[removed: We enter into various transactions, including derivatives, in order to] [added: To] hedge our exposure to [removed: these] market [removed: risks.][added: risks, we enter into various transactions, including derivatives.]

For further information regarding market risk, see Item 1A.—*[Risk [removed: Factors](#i3951040d90a14d81a315859e5f4b3298_58)*,] [added: Factors](#i550fbc22e75044e286d52f03fc6332f0_61)*,] *Fluctuations in currency exchange rates may impact our financial results and position*; *Wholesale power prices may experience significant volatility in our markets which could impact our operations and opportunities for future growth;* *We may not be adequately hedged against our exposure to changes in commodity prices or interest rates; and Certain of our businesses are sensitive to variations in weather and hydrology* of this [removed: 2024] [added: 2025] Form 10-K.

[removed: The implementation of these] [added: These] strategies [removed: can involve] [added: may include] the use of physical and financial commodity contracts, futures, swaps, and options.

As of December 31, [removed: 2024, we project pre-tax earnings exposure on] [added: 2025,] a [added: hypothetical] 10% increase in commodity prices [removed: to] [added: would not] be [added: expected to have a material impact on consolidated pre‑tax earnings, with estimated impacts of] less than a [removed: $5] [added: $10] million gain for power, less than a [removed: $5] [added: $10] million gain for gas, and less than a [removed: $5] [added: $10] million loss for coal.

[removed: The sensitivities are calculated using] industry-standard valuation techniques to revalue all transactions (physical and financial commodity transactions) in the portfolio for a change in the underlying prices the transactions are exposed to and [removed: excludes] [added: exclude] correlation effects, including those due to renewable resource availability.

Our Southland combined cycle gas turbine [removed: (Southland Energy)] [added: ("Southland Energy")] units benefit from higher power and lower gas prices, depending on the contracted or hedge position.

In the Dominican Republic, we own natural gas plants contracted under a portfolio of contract sales, and both contract and spot prices may move with commodity prices through [removed: 2024.][added: 2027.]

Our thermal [removed: asset] [added: assets] in Panama [removed: has] [added: have] PPAs with distribution companies which [removed: matches] [added: match] the term of the LNG supply agreement of such thermal assets.

[removed: We operate] [added: AES operates] in multiple countries and as such [removed: are] [added: is] subject to volatility in exchange rates at varying degrees at the subsidiary level and between our functional currency, the USD, and currencies of the countries in which we operate.

In the normal course of business, we are exposed to foreign currency risk and other foreign [removed: operations] [added: operational] risks that arise from investments in foreign subsidiaries and affiliates.

AES enters into foreign currency hedges to protect economic value of the business and minimize the impact of foreign exchange rate fluctuations [removed: to AES'] [added: in our] portfolio.

AES has unhedged [removed: forward-looking] [added: forward‑looking] earnings [removed: which are exposed] [added: exposure] to [removed: foreign exchange deterioration risk from] the Argentine [removed: peso that] [added: peso, which] could [removed: be material.][added: increase earnings volatility, particularly in times of adverse exchange-rate movement.]

Additionally, as of December 31, [removed: 2024, assuming] [added: 2025,] a [added: hypothetical one‑time] 10% [removed: USD appreciation,] [added: appreciation of the U.S. dollar applied to forecasted 2026] cash [added: distributions, net of outstanding hedges and with all other variables held constant, indicates that cash] distributions attributable to foreign subsidiaries in the Colombian peso, Euro, and Argentine peso [removed: individually,] may [added: each] be exposed to [removed: exchange rate movement of] [added: exchange‑rate movements resulting in] less than a $5 million loss.

[removed: We are] [added: AES is] exposed to risk resulting from changes in interest rates primarily because of our current and expected future issuance of debt and borrowing.

These amounts represent [removed: 2025 full year] [added: full-year 2026] exposure and do not take into account the historical correlation [removed: between these] [added: among] interest rates.

AES generally seeks to hedge its exposure to commodity price risk; however, certain generation businesses may retain limited unhedged positions due to short‑term sales structures or contractual mismatches between supply and obligations.

As a result, a portion of operating results may be exposed to changes in market prices for electricity, fuels, and environmental credits.

Increased competition, including from renewable generation and the growing penetration of energy storage systems, may exert downward pressure on electricity prices in certain markets.

AES employs risk management strategies designed to limit the impact of commodity price movements on consolidated financial performance.

The portfolio also benefits from natural offsets across businesses, as changes in commodity prices may positively affect certain operations while negatively affecting others.

Actual results may differ from modeled sensitivities due to local market conditions, including hydrology, regional supply and demand dynamics, fuel supply constraints, competition and bidding conditions, and regulatory interventions such as price caps.

The sensitivities are calculated using

Commodity price exposure at individual businesses may change over time as contracts mature and hedging positions are adjusted, and although longer‑dated forward commodity prices are generally less volatile, our sensitivity to changes in commodity prices may increase in later years due to lower levels of forward hedging at some of our businesses.

This type of market risk exists primarily in California, Chile, the Dominican Republic, and Panama.

As of December 31, 2025, a hypothetical 100‑basis‑point increase in interest rates would be expected to increase annual pre‑tax interest expense by less than $10 million, based on the portion of the Company's debt that is subject to variable interest rates.

Although we prefer to hedge our exposure to the impact of market fluctuations in the price of commodities, some of our generation businesses operate under short-term sales, have contracted electricity obligations greater than supply, or operate under contract sales that leave an unhedged exposure on some of our capacity or through imperfect fuel pass-throughs.

These businesses subject our operational results to the volatility of prices for electricity, fuels, and environmental credits in competitive markets.

In addition, our businesses are exposed to lower electricity prices due to increased competition, including from renewable sources such as wind and solar, because of lower costs of entry and lower variable costs.

We employ risk management strategies to hedge our financial performance against these effects.

We have some natural offsets across our businesses such that low commodity prices may benefit certain businesses and be a cost to others.

Exposures are not perfectly linear or symmetric.

The sensitivities are affected by a number of local or indirect market factors.

Examples of these factors include hydrology, local energy market supply/demand balances, regional fuel supply issues, regional

competition, bidding strategies, and regulatory interventions such as price caps.

Exposures at individual businesses will change as new contracts or financial hedges are executed, and our sensitivity to changes in commodity prices generally increases in later years with reduced hedge levels at some of our businesses.

These numbers have been produced by applying a one-time 10% USD appreciation to forecasted exposed cash distributions for 2025 coming from the respective subsidiaries exposed to the currencies listed above, net of the impact of outstanding hedges and holding all other variables constant.

The numbers presented above are net of any transactional gains or losses.

As of December 31, 2024, the portfolio’s pre-tax earnings exposure to a one-time 100-basis-point increase in interest rates for our Argentine peso, Chilean peso, Colombian peso, Euro, and USD denominated debt would be less than $15 million on interest expense for the debt denominated in these currencies.

Additional items that may have an impact on our businesses are discussed in Item 1A.—*[Risk [removed: Factors](#i3951040d90a14d81a315859e5f4b3298_58)*] [added: Factors](#i550fbc22e75044e286d52f03fc6332f0_61)*] and Item 3.—*[Legal [removed: Proceedings](#i3951040d90a14d81a315859e5f4b3298_70)*.][added: Proceedings](#i550fbc22e75044e286d52f03fc6332f0_73)*.]

[removed: ][added: ]

AES is the next-generation energy company with over four decades of experience [removed: helping the world transition to clean, renewable energy.][added: developing, operating, and owning electric generation and utilities.]

In [removed: 2024,] [added: 2025,] we signed long-term contracts for [removed: 4.4] [added: 4.0] GW of renewables, bringing our backlog of projects — those with signed contracts, but which are not yet in operation — to [removed: 11.9] [added: 12.0] GW.

Our backlog serves as [added: one of] the core [removed: component] [added: components] of [added: our] future growth.

As a [removed: result,] [added: result of our successful execution of our strategy,] we have been consistently rated by Bloomberg New Energy Finance as one of the top two largest sellers globally of renewable power to corporate customers.

AES Indiana and AES Ohio are now two of the fastest growth U.S. utilities, with projected double-digit rate base growth through 2027, based on necessary investments for our [removed: customers.]

We have worked to proactively identify sites that are well-positioned to support new data centers, capitalizing on our [added: deep relationships with technology companies.]

[removed: 2024] [added: 2025] Strategic Highlights

- Our backlog, which [removed: includes] [added: consists of] projects with signed contracts, but which are not yet operational, is [removed: now 11.9] [added: 12.0] GW, [removed: consisting of:][added: including 5.7 GW under construction.]

We currently own and/or operate a generation portfolio of [removed: 32,109] [added: 34,740] MW, including generation from our integrated utility, AES Indiana.

[removed: Our project debt may] consist of both fixed and floating rate debt for which we typically hedge a significant portion of our exposure.

Thus, these contracts, or other related commercial arrangements, significantly mitigate our exposure to changes in electricity and, as applicable, fuel prices, currency [removed: fluctuations] [added: fluctuations,] and changes in interest rates.

Across our portfolio, we provide a wide array of ancillary services, including voltage support, frequency [removed: regulation] [added: regulation,] and spinning reserves.

*Plant Reliability and Flexibility* — Our contract and short-term sales provide incentives to our generation plants to optimally manage availability, operating [removed: efficiency] [added: efficiency,] and flexibility.

In short-term sales and [removed: in] certain contract sales, our plants must be reliable and flexible to capture peak market prices and to maximize market-based revenues.

For further information regarding commodity price risk please see Item 7A.—*[Quantitative and Qualitative Disclosures about Market [removed: Risk](#i3951040d90a14d81a315859e5f4b3298_265)*] [added: Risk](#i550fbc22e75044e286d52f03fc6332f0_268)*] in this Form 10-K.

[removed: 50%] [added: 54%] of the capacity of our generation plants is fueled by renewables, including solar, hydro, wind, energy [removed: storage] [added: storage,] and landfill gas, which do not have significant fuel costs.

[removed: 32%] [added: 29%] of the capacity of our generation plants is fueled by natural gas.

[removed: 16%] [added: 15%] of the capacity of our generation fleet is coal-fired.

AES' six utility businesses distribute power to 2.7 million customers and AES' two utilities in the U.S. also include generation capacity totaling [removed: 3,561] [added: 4,056] MW.

Our distribution [removed: business] [added: businesses] in El Salvador [removed: faces] [added: face] limited competition due to significant barriers to enter the market.

Our utilities are generally permitted to earn a regulated rate of return on assets, determined by the regulator based on the utility's allowed regulatory asset base, capital [removed: structure] [added: structure,] and cost of capital.

The regulated tariff generally recognizes that our utility businesses should recover certain operating and fixed costs, as well as manage uncollectible amounts, quality of [removed: service] [added: service,] and technical and non-technical losses.

[removed: Utilities,] therefore, need to manage costs to the levels reflected in the tariff, or risk non-recovery of costs or diminished returns.

For our utility [removed: business,] [added: businesses,] new plants may be built or existing plants retrofitted in response to customer needs or to comply with regulatory developments.

We make the decision to invest in new projects by evaluating the strategic fit, financial profile, projected [removed: returns] [added: returns,] and risk for the investment and against alternative uses of capital, including corporate debt repayment.

These DTAs [added: and development service contracts] may be entered into for new generation facilities or other potential uses of our development assets, including for data centers.

We typically contract with a third party to manage construction, although our construction management team supervises the construction work and tracks progress against the project's budget, schedule, and the required safety, [removed: efficiency] [added: efficiency,] and productivity standards.

We are organized into four technology-oriented SBUs: Renewables (solar, wind, energy storage, and hydro generation facilities); Utilities (AES Indiana, AES Ohio, and AES El Salvador regulated utilities and their generation facilities); Energy Infrastructure (natural gas, LNG, coal, pet coke, diesel, and oil generation [removed: facilities, and our businesses in Chile);] [added: facilities);] and New Energy Technologies (investments in Fluence, [removed: Uplight, Maximo,] [added: Maximo] and other [removed: initiatives)] [added: new and innovative energy technology businesses)] — which are led by our SBU Presidents.

Our Utilities SBU participates in our second business line, utilities, in which we own and/or operate utilities to generate or purchase, [added: transmit,] distribute, [removed: transmit] and sell electricity to end-user customers in the residential, commercial, [removed: industrial] [added: industrial,] and governmental sectors within a defined service area.

The Adjusted EBITDA by SBU for the year ended December 31, [removed: 2024] [added: 2025] is shown below.

Our New Energy Technologies SBU generated losses for the year ended December 31, [removed: 2024.]

See Item 7.—*[Management's Discussion and Analysis of Financial Condition and Results of Operations—SBU Performance [removed: Analysis](#i3951040d90a14d81a315859e5f4b3298_163)*] [added: Analysis](#i550fbc22e75044e286d52f03fc6332f0_166)*] of this Form 10-K for reconciliation and definitions of Adjusted EBITDA.

[removed: ][added: ]

See Item 7.—*[Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3951040d90a14d81a315859e5f4b3298_103)*] [added: Operations](#i550fbc22e75044e286d52f03fc6332f0_106)*] and Note 19—*[Segment and Geographic [removed: Information](#i3951040d90a14d81a315859e5f4b3298_346)*] [added: Information](#i550fbc22e75044e286d52f03fc6332f0_352)*] included in Item 8.—*[Financial Statements and Supplementary [removed: Data](#i3951040d90a14d81a315859e5f4b3298_268)*] [added: Data](#i550fbc22e75044e286d52f03fc6332f0_271)*] of this Form 10-K for further discussion of the Company's segment structure.

[removed: ][added: ]

| (1) Non-GAAP measure. See Item 7.—*[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3951040d90a14d81a315859e5f4b3298_103)—SBU] [added: Operations](#i550fbc22e75044e286d52f03fc6332f0_106)—SBU] Performance Analysis—Non-GAAP Measures* for reconciliation and definition. | | | | | |

In [removed: 2024,] [added: 2025,] our assets in operation grew to [removed: 13.2] [added: 17.8] GW, and we added an incremental 3.7 GW to our backlog of contracted projects.

The Renewables SBU has generation facilities in [removed: nine] [added: ten] countries — the United States, [added: Chile,] Argentina, Colombia, [removed: Mexico,] Panama, [removed: Bulgaria,] the Dominican Republic, [added: Mexico, Bulgaria,] Jordan, and the Netherlands.

The focus of our strategy is to partner with large corporations to deliver the electricity they need when they need it.

customers.

In full year 2025, we:

◦Completed the construction of 3.2 GW of solar, energy storage, and wind; and

◦Signed or were awarded new long-term PPAs for 4.0 GW of renewables.

- At AES Indiana, filed with the IURC a partial settlement agreement for current rate review, as well as a 20-year IRP.

- At AES Ohio, received PUCO approval for its distribution rate case and filed for new multi-year base distribution rates for 2027 through 2029.

- With the sale of a minority interest in AGIC for $450 million in the first quarter of 2025, we achieved our full year 2025 asset sale proceeds target of $400 to $500 million.

Our project debt may

Utilities,

AES also provides development services, where we enter into contracts to fully develop customized assets to meet customers' needs.

2025.

| Bellefield 1 | | | | | | US-CA | | | | | | Solar | | | | | | 500 | | | | | | 75 | | % | | | | 2025 | | | | | | 2040 | | | | | | Amazon | | |

| OpCo E (3) | | | | | | US-Various | | | | | | Solar | | | | | | 420 | | | | | | 100 | | % | | | | 2015-2025 | | | | | | 2029-2045 | | | | | | Various | | |

| West Camp (OpCo D) (3) | | | | | | US-AZ | | | | | | Wind | | | | | | 420 | | | | | | 75 | | % | | | | 2025 | | | | | | 2045 | | | | | | APS | | |

| Corotú | | | | | | Panama | | | | | | Solar | | | | | | 10 | | | | | | 49 | | % | | | | 2025 | | | | | | 2030 | | | | | | ENSA, Edemet, Edechi, Other | | |

| Los Santos | | | | | | Panama | | | | | | Solar | | | | | | 8 | | | | | | 49 | | % | | | | 2025 | | | | | | 2030 | | | | | | ENSA, Edemet, Edechi, Other | | |

| | | | | | | | | | | | | | | | | | | 17,836 | | | | | | | | | | | | | | | | | | | | | | | | | | |

(4)The Cordillera Hydro Complex includes the Alfalfal, Queltehues, and Volcan hydroelectric plants.

(5)AES Andes acquired the remaining preferred shares in Cochrane ES in February 2026, increasing AES' equity interest in the plant to 100%.

(6)In January 2026, AES Andes sent a letter to the ISO requesting permanent disconnection as of April 30, 2026.

| Keydet | | | | | | US-VA | | | | | | Solar | | | | | | 62 | | | | | | 75 | | % | | | | 1H 2026 | | |

| Armadillo | | | | | | US-TX | | | | | | Solar | | | | | | 200 | | | | | | 75 | | % | | | | 1H 2026 | | |

| Windsor | | | | | | US-VA | | | | | | Solar | | | | | | 85 | | | | | | 75 | | % | | | | 2H 2026 | | |

| Vientos Bonaerenses 3 and 4 | | | | | | Argentina | | | | | | Wind | | | | | | 102 | | | | | | 100 | | % | | | | 1H 2027 | | |

| Cristales | | | | | | Chile | | | | | | Solar | | | | | | 287 | | | | | | 100 | | % | | | | 1H 2027 | | |

| | | | | | | Energy Storage | | | | | | 340 | | | | | | | | | | | | | | | | | | | | |

| Pampas | | | | | | Chile | | | | | | Solar | | | | | | 229 | | | | | | 100 | | % | | | | 1H 2027 | | |

| | | | | | | Energy Storage | | | | | | 340 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Wind | | | | | | 128 | | | | | | | | | | | | | | | | | | | | |

| Atacama | | | | | | Chile | | | | | | Energy Storage | | | | | | 250 | | | | | | 100 | | % | | | | 1H 2027 | | |

| Four Horizons | | | | | | US-TX | | | | | | Wind | | | | | | 945 | | | | | | 75 | | % | | | | 2H 2027 - 1H 2028 | | |

| | | | | | | | | | | | | | | | | | | 5,502 | | | | | | | | | | | | | | |

AES Clean Energy's contracted and advanced stage development backlog is resilient to recent changes in the IRA.

Recent guidance revising start of construction safe harbor thresholds is not expected to affect a substantial majority of AES Clean Energy projects already safe harbored, and, taking into account current project schedules, we do not currently expect any material impact to our backlog.

For corporate customers, this includes advanced 24/7 carbon‑free energy offerings tailored to support large energy‑intensive operations, such as hyperscale data centers, by combining renewables, storage, and load‑siting solutions.

Concurrently, AES develops and delivers ready‑to‑build renewable energy projects and powered land for regulated utilities and corporate customers through Develop-Transfer Agreements, in which AES manages the full greenfield development process (including permitting, engineering, and procurement) and transfers the project once it reaches construction‑ready status.

- changes in current regulatory rulings, tax policies; and

- fluctuations of the Chilean peso.

different stages and geographical locations.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

The focus of our strategy is to partner with large corporations that are transitioning to carbon-free sources of electricity.

Projections for electricity demand growth from data centers in the U.S. continue to increase exponentially, and today, this demand is expected to grow to up to 90 GW by 2030, representing an increase of approximately 60 GW.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

deep relationships with technology companies.

*•*We were awarded or signed 6.8 GW of new contracts, including renewables PPAs, data center load growth at our US utilities, and retail supply for data centers:

◦4.4 GW of renewables under long-term PPAs;

◦2.1 GW of data center growth at AES Ohio; and

◦310 MW of retail supply to support data centers throughout Ohio.

- We were ranked the #1 provider of clean energy globally to corporations by BloombergNEF, representing the third consecutive year as a top seller.

- We completed the construction or acquisition of 3.0 GW of renewables, primarily in the United States and Chile, and completed the construction of a 670 MW combined cycle gas plant in Panama.

◦4.9 GW under construction; and

◦7.0 GW with signed PPAs, but that are not yet under construction.

- AES Indiana received approval from the Indiana Utility Regulatory Commission (IURC) to implement new base rates and an ROE of 9.9%, supporting an investment program that will improve reliability for customers and support local economic development.

- Including transactions in 2023 and 2024, we announced or closed nearly three-quarters of our $3.5 billion asset sale proceeds target through 2027.

◦In September 2024, announced a strategic partnership to support AES Ohio's robust growth plans by agreeing to sell a 30% indirect interest to CDPQ for approximately $546 million.

◦In October 2024, closed the sale of our 47.3% interest in AES Brasil for approximately $630 million, including sale and hedge proceeds.

- Retired 481 MW of coal generation in Chile and the United States, for a total of 13.4 GW of coal exits announced or closed since 2017.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| AES Renewable Holdings (3) | | | | | | US-Various | | | | | | Solar | | | | | | 470 | | | | | | 100 | | % | | | | 2015-2024 | | | | | | 2029-2044 | | | | | | Utility, Municipality, Education, Non-Profit | | |

| Buffalo Gap III (3) | | | | | | US-TX | | | | | | Wind | | | | | | 170 | | | | | | 100 | | % | | | | 2008 | | | | | | | | | | | | | | |

| Buffalo Gap I (3) | | | | | | US-TX | | | | | | Wind | | | | | | 121 | | | | | | 100 | | % | | | | 2006 | | | | | | | | | | | | | | |

| Esti Solar II | | | | | | Panama | | | | | | Solar | | | | | | 12 | | | | | | 49 | | % | | | | 2024 | | | | | | 2044 | | | | | | Minera Panama | | |

| Los Santos | | | | | | Panama | | | | | | Solar | | | | | | 8 | | | | | | 49 | | % | | | | 2024 | | | | | | 2044 | | | | | | Minera Panama | | |

| | | | | | | | | | | | | | | | | | | 13,229 | | | | | | | | | | | | | | | | | | | | | | | | | | |

Argentina's Secretariat of Energy has enacted several resolutions since the contractual expiration date and established that AES must continue to operate Alicura and comply with its obligations under the contract until, at the latest, August 2025.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Business | | | | | | Location | | | | | | Fuel | | | | | | Gross MW | | | | | | AES Equity Interest | | | | | | Expected Date of Commercial Operations | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corotu Solar | | | | | | Panama | | | | | | Solar | | | | | | 10 | | | | | | 49 | | % | | | | 1H 2025 | | |

| Mamm Creek | | | | | | US-CO | | | | | | Solar | | | | | | 10 | | | | | | 75 | | % | | | | 1H 2025 | | |

| | | | | | | | | | | | | | | | | | | 3,955 | | | | | | | | | | | | | | |

ACED serves as the development vehicle for all future renewables projects in the U.S. Following the merger, ACED expanded organic and inorganic efforts to become a clear leader in the U.S. renewables industry.

In 2024, it built off its successes in customer-centric mergers and acquisitions to add over 1 GW of high-quality projects to its backlog.

Since 2021, the development pipeline has also more than doubled.

The Company is involved in certain claims, [removed: suits] [added: suits,] and legal proceedings in the normal course of business.

It is reasonably possible, however, that some matters could be decided unfavorably to the Company and could require the Company to pay damages or make expenditures in amounts that could be material, but cannot be estimated as of December 31, [removed: 2024.][added: 2025.]

Pursuant to SEC amendments Item 103 of SEC Regulation S-K, AES’ policy is to disclose environmental legal proceedings to which a [removed: governmental] [added: government] authority is a party if such proceedings are reasonably expected to result in monetary sanctions of greater than or equal to $1 million.

The removal and remediation costs are estimated to be approximately R$15 million to R$60 million [removed: ($2] [added: ($3] million to [removed: $10] [added: $11] million), and there could be additional costs which cannot be estimated at this time.

With respect to the vault pumps, AES provided the [removed: CCC,] [added: CCC] with the requested [removed: analysis,] [added: analysis] and the CCC has not required further action.

In December 2023, the City indicated it would continue processing the CDP [removed: application.][added: application; AES has since followed up with the City and awaits the next phase of the permitting process.]

The lawsuit generally alleges that the CCRs caused personal injuries and [removed: deaths] [added: deaths,] and demands $476 million in alleged damages.

The [removed: relevant] AES companies believe that they have meritorious defenses to the claims asserted against them and will defend themselves vigorously in this proceeding; however, there can be no assurances that they will be successful in their efforts.

[removed: However,] [added: Separately,] an ex officio action was brought by the SMA due to alleged exceedances of generation limits, which would require the Company to reduce SO2, NOX and PM emissions in order to achieve the emissions offset established in the Compliance Program.

On January 6, 2022, AES Andes filed a [removed: reposition] [added: request] with the SMA seeking modification of the means for compliance with the ex officio action.

[removed: AES Mérida] [added: The Company] believes that it has meritorious [removed: claims and] defenses [added: to the claims asserted against it] and will [removed: assert them] [added: defend itself] vigorously in this [removed: dispute;] [added: lawsuit;] however, there can be no assurances that it will be successful in its efforts.

On May 12, 2021, the Mexican Federal Attorney for Environmental Protection (the [removed: “Authority”)] [added: “Agency”)] initiated an environmental audit at the [removed: TEP] [added: Termoeléctrica del Peñoles] thermal [removed: generating facility.][added: generation facility (“TEP”).]

On January 20, 2023, TEP was notified of the resolution issued by the [removed: Authority,] [added: Agency,] which alleges breaches of air emission regulations, including the failure to submit reports.

The resolution imposes a fine of $27,615,140 pesos (approximately [removed: $1.3 million).][added: $1.5 million), as well as a series of corrective measures.]

In February 2024, at the request of the Company, the Dominican Supreme Court of Justice transferred the case to a different civil court, namely, the Civil Court of La [removed: Vega.][added: Vega (“CFI”).]

On January 26, 2023, the SMA notified Alto Maipo SpA of four alleged charges relating to the Alto Maipo facility, all of which are categorized by the SMA as “serious.” The alleged charges [removed: include] [added: include:] untimely completion of [added: certain] intake [removed: works and] [added: works;] insufficient capture [removed: by the provisional works, irrigation water outlet and canal contemplated by an agreement with local communities;] [added: species;] non-compliance with [removed: the details of the] [added: certain] forest management [removed: plans] [added: plan goals;] and intervention [removed: in unauthorized areas; construction] of a [removed: road in a] restricted paleontological [removed: area; and unlawful moving of fauna.][added: area.]

On February 16, 2023, the Alto Maipo project submitted an initial compliance program to the [removed: SMA, which has undergone observations by the SMA and interested third parties, and been resubmitted by the project.][added: SMA.]

On December 9, 2024, the SMA rejected [removed: the latest] [added: an updated] version of the [removed: Compliance Program.][added: compliance program.]

On March 23, 2021, the U.S. District Court for the Southern District of Indiana approved and entered a judicial consent decree among AES Indiana, the United States on behalf of the Environmental Protection Agency ("EPA"), and the Indiana Department of Environmental Management (“IDEM”).

The decree resolved allegations by EPA and IDEM that AES Indiana had violated the federal Clean Air Act (“CAA”) at its Petersburg Station, which AES denies.

Under the decree, AES Indiana agreed to certain emission limits and annual caps on NOx, SO2 and PM emissions at the four Units at the station; paid a civil penalty of $1.525 million; retired Units 1 and 2, spent $325,000 on an environmentally beneficial project to preserve local, ecologically-significant lands (notice of completion of which was provided May 8, 2025 and confirmed satisfactory by IDEM on September 8, 2025); and will spend a total of $5 million on a further environmental mitigation project to build and operate a new, non-emitting source of generation at the site.

The AES companies have moved to dismiss the lawsuit.

That motion has been briefed and argued, and is under consideration by the relevant court of first instance.

The appellate court heard the parties’ respective oral arguments in September 2025.

A decision on the appeal is pending.

AES Andes has completed the Compliance Program and is planning to file its final report in Q3-2025.

The SMA will review the final report.

If the SMA approves the final report, the Compliance Program will be considered fully completed, and thus any alleged charges associated with the same will be considered permanently waived.

The appellate hearing occurred on April 3, 2025; the Environmental Court’s decision on the appeal is pending.

On March 3, 2023, TEP filed a lawsuit in an administrative court—The Specialized Chamber of the Federal Administrative Justice Tribunal (“Chamber”)—challenging the legality of the Agency’s resolution and fine.

On May 30, 2025, the Chamber issued a final administrative ruling denying TEP’s lawsuit.

On July 1, 2025, TEP appealed to the Federal District Court.

TEP’s appeal challenges the constitutionality of the Agency’s regulations (*demanda de amparo*) and requests a stay of enforcement of the Chamber’s final administrative ruling.

The appeal has been duly admitted and the Federal District Court’s decision on the injunction request is pending.

The parties have completed briefing on the Company’s motion to dismiss the lawsuit.

That motion is under consideration by the CFI.

On December 16, 2024, Alto Maipo submitted a petition for reconsideration of the rejection, which SMA denied on October 13, 2025.

On October 15, 2025 Alto Maipo submitted to SMA its defense response to the four alleged charges.

If Alto Maipo’s defense response arguments are not acceptable to the SMA, the imposition of fines is possible.

Separately, Alto Maipo filed a legal action seeking annulment of the decision that rejected its proposed compliance program.

In April 2025, an alleged shareholder of Fluence Energy, Inc. (“Fluence”) filed a putative securities class action in the U.S. District Court for the Eastern District of Virginia (“Court”) against Fluence and certain of Fluence’s officers and directors.

The complaint in the case also named the Company and AES Grid Stability, LLC as defendants (together, the “AES Defendants”).

In May 2025, the Court consolidated the lawsuit with another putative securities class action against Fluence and certain of its officers and directors.

The Court also appointed a lead plaintiff (the “Plaintiff”) and lead plaintiffs’ counsel for the consolidated lawsuit.

In June 2025, the Plaintiff filed a consolidated amended complaint against Fluence, certain of its officers and directors (the “Individual Fluence Defendants” and, together with Fluence, the “Fluence Defendants”), and the AES Defendants.

The Plaintiff seeks to pursue claims on behalf of a putative class of all purchasers of Fluence Class A common stock between October 28, 2021 and February 10, 2025.

The Plaintiff alleges that the Fluence Defendants made allegedly false or misleading statements in violation of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), as well as Rule 10b-5 promulgated thereunder.

In addition, the Plaintiff asserts claims against the Individual Fluence Defendants and the AES Defendants as alleged “control persons” under Section 20(a) of the Exchange Act.

In July 2025, the Fluence Defendants and the AES Defendants filed separate motions to dismiss the consolidated lawsuit.

The motions are now fully briefed and pending before the Court.

The AES Defendants believe that they have meritorious defenses to the claims asserted against them and will defend themselves vigorously in this lawsuit; however, there can be no assurances that they will be successful in their efforts.

In May 2025, a special session of the Federal Regional Court of the 1st Region of Brazil ("TRF1”) issued a decision dismissing the claims of Sul, which was sold to a third party in 2016 (“Buyer”), to annul ANEEL’s Order 288.

Order 288 was issued in May 2002 and retroactively changed the effects of the Wholesale Energy Market (“MAE”) for the year 2001.

The aggregate impact of Order 288 for AES Sul was to reverse a gain on certain purchases and sales into an approximately R$75 million ($14 million) loss, estimated as of May 2002.

The TRF1’s May 2025 decision reversed its April 2013 decision in Sul’s favor that annulled Order 288.

In August 2025, Sul filed a motion for clarification of the decision with the TRF1, which is considering the motion.

After the motion is decided, Sul will have the ability to file appeals with the Superior Court of Justice and the Supreme Federal Court.

In the event of an unsuccessful outcome for Sul, the Buyer may attempt to seek recovery of losses relating to the R$75 million ($14 million) loss above, an additional amount of approximately R$27 million ($5 million) that was collected by Sul in 2008 and may need to be reimbursed, plus interest on these amounts, from the AES seller and The AES Corporation under the sale agreement.

In October 2015, AES Indiana received an NOV alleging violations of the Clean Air Act (“CAA”), the Indiana State Implementation Plan (“SIP”), and the Title V operating permit related to alleged particulate and opacity violations at Petersburg Station Unit 3.

In addition, in February 2016, AES Indiana received an NOV from the EPA alleging violations of New Source Review and other CAA regulations, the Indiana SIP, and the Title V operating permit at Petersburg Station.

On August 31, 2020, AES Indiana reached a settlement with the EPA, the DOJ and the Indiana Department of Environmental Management (“IDEM”), resolving these purported violations of the CAA at Petersburg Station.

The settlement agreement, in the form of a proposed judicial consent decree, was approved and entered by the U.S. District Court for the Southern District of Indiana on March 23, 2021, and includes, among other items, the following requirements: annual caps on NOx and SO2 emissions and more stringent emissions limits than AES Indiana's current Title V air permit; payment of civil penalties totaling $1.5 million; a $5 million environmental mitigation project consisting of the construction and operation of a new, non-emitting source of generation at the site; expenditure of $0.3 million on a state-only environmentally beneficial project to preserve local, ecologically-significant lands; and retirement of Units 1 and 2 prior to July 1, 2023.

Preliminary hearings have taken place.

The claimants are attempting to formally serve the appeal on all defendants.

In March 2020, Mexico’s Comisión Federal de Electricidad (“CFE”) served an arbitration demand upon AES Mérida III.

CFE alleged that AES Mérida was in breach of a power and capacity purchase agreement (“Contract”) between the two parties, even though the allegations relate to CFE’s own failure to provide fuel within the specifications of the Contract.

CFE sought to recover approximately $200 million in payments made to AES Mérida under the Contract, plus approximately $480 million in alleged damages for having to acquire power from alternative sources in the Yucatan Peninsula.

AES Mérida filed an answer denying liability to CFE and asserted a counterclaim for damages due to CFE’s breach of its obligations.

The evidentiary hearing took place in November 2021.

Closing arguments were heard in May 2022.

In November 2022, the arbitration Tribunal issued its decision in the case, rejecting CFE’s claims for damages and awarding AES Mérida a net amount of damages on AES Mérida’s counterclaims ("Award").

There are ongoing proceedings in the Mexican courts concerning AES Mérida's attempt to enforce the Award and CFE's attempt to challenge the Award.

At AES Mérida's request, in November 2024, the court of first instance confirmed the award and ordered its enforcement against CFE.

This decision is subject to further review within the Mexican judiciary.

Separately, in March 2024, the relevant court of first instance denied CFE’s request to nullify the Award.

The March 2024 decision was upheld by the relevant federal District Court and later by the Collegiate Circuit Court.

On March 3, 2023, the facility filed a nullity judgment to challenge such resolution, which has been admitted by the local judge with an injunction granted against execution of the proposed fine during the course of the underlying proceedings.

However, the local tax authority rejected receiving the bond that is required to guarantee the injunction, and as a result, on September 18, 2023, TEP filed a complaint seeking to compel the tax authority to accept the bond and recognize the validity of the injunction.

The Specialized Chamber has not issued a response to the complaint, despite the fact that the Company has taken several legal actions to try to expedite the proceedings.

On December 16, Alto Maipo submitted a petition for reconsideration.

If appeals are unsuccessful, the imposition of fines are possible.

In May 2024, the Chilean competition agency (the Fiscalía Nacional Económica or “FNE”) opened an investigation regarding AES Andes’s declarations with respect to coal prices and coal blends used to generate electricity in Chile.

The investigation was prompted by a confidential complaint filed in December 2023, which has not been disclosed to AES Andes.

In general terms, the investigation seeks to determine whether the facts alleged in the complaint could be considered as an abuse of a dominant position by AES Andes.

The investigation is at a very early stage; AES Andes is currently responding to the FNE’s information requests.

The FNE will independently conduct the investigation and will ultimately decide whether to dismiss the matter or initiate a judicial proceeding on the allegations in the confidential complaint.

These types of investigations in Chile commonly last for years.

AES Andes does not believe that it has violated any competition laws.

Further, if the FNE ever initiates a judicial proceeding on this matter, AES Andes will defend itself vigorously.

Given the early nature of this investigation, we are unable to estimate any potential impact of the investigation or its eventual outcome on our business, financial condition or results of operations.

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates on June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the Registrant's most recently completed second fiscal quarter (based on the closing sale price of [removed: $17.57] [added: $10.52] of the Registrant's Common Stock, as reported by the New York Stock Exchange on such date) was approximately [removed: $12.49] [added: $7.49] billion.

The number of shares outstanding of Registrant's Common Stock, par value $0.01 per share, on [removed: March 6, 2025] [added: February 26, 2026] was [removed: 711,900,547.][added: 712,558,860.]

Portions of Registrant's Proxy Statement for its [removed: 2025] [added: 2026] annual meeting of stockholders are incorporated by reference in Parts II and III

The AES Corporation Fiscal Year [removed: 2024] [added: 2025] Form 10-K

| [Glossary of [removed: Terms](#i3951040d90a14d81a315859e5f4b3298_7)] [added: Terms](#i550fbc22e75044e286d52f03fc6332f0_10)] | | | [removed: [1](#i3951040d90a14d81a315859e5f4b3298_10)] [added: [1](#i550fbc22e75044e286d52f03fc6332f0_10)] | | |

| [ITEM 1. [removed: BUSINESS](#i3951040d90a14d81a315859e5f4b3298_19)] [added: BUSINESS](#i550fbc22e75044e286d52f03fc6332f0_22)] | | | [removed: [6](#i3951040d90a14d81a315859e5f4b3298_19)] [added: [4](#i550fbc22e75044e286d52f03fc6332f0_22)] | | |

| [ITEM 1A. RISK [removed: FACTORS](#i3951040d90a14d81a315859e5f4b3298_58)] [added: FACTORS](#i550fbc22e75044e286d52f03fc6332f0_61)] | | | [removed: [55](#i3951040d90a14d81a315859e5f4b3298_58)] [added: [51](#i550fbc22e75044e286d52f03fc6332f0_61)] | | |

| [ITEM 1B. UNRESOLVED STAFF [removed: COMMENTS](#i3951040d90a14d81a315859e5f4b3298_61)] [added: COMMENTS](#i550fbc22e75044e286d52f03fc6332f0_64)] | | | [removed: [73](#i3951040d90a14d81a315859e5f4b3298_61)] [added: [69](#i550fbc22e75044e286d52f03fc6332f0_64)] | | |

| [ITEM 1C. [removed: CYBERSECURITY](#i3951040d90a14d81a315859e5f4b3298_64)] [added: CYBERSECURITY](#i550fbc22e75044e286d52f03fc6332f0_67)] | | | [removed: [73](#i3951040d90a14d81a315859e5f4b3298_64)] [added: [69](#i550fbc22e75044e286d52f03fc6332f0_67)] | | |

| [ITEM 2. [removed: PROPERTIES](#i3951040d90a14d81a315859e5f4b3298_67)] [added: PROPERTIES](#i550fbc22e75044e286d52f03fc6332f0_70)] | | | [removed: [74](#i3951040d90a14d81a315859e5f4b3298_67)] [added: [70](#i550fbc22e75044e286d52f03fc6332f0_70)] | | |

| [ITEM 3. LEGAL [removed: PROCEEDINGS](#i3951040d90a14d81a315859e5f4b3298_70)] [added: PROCEEDINGS](#i550fbc22e75044e286d52f03fc6332f0_73)] | | | [removed: [75](#i3951040d90a14d81a315859e5f4b3298_70)] [added: [71](#i550fbc22e75044e286d52f03fc6332f0_73)] | | |

| [ITEM 4. MINE SAFETY [removed: DISCLOSURES](#i3951040d90a14d81a315859e5f4b3298_73)] [added: DISCLOSURES](#i550fbc22e75044e286d52f03fc6332f0_76)] | | | [removed: [78](#i3951040d90a14d81a315859e5f4b3298_73)] [added: [75](#i550fbc22e75044e286d52f03fc6332f0_76)] | | |

| [ITEM [removed: 5.](#i3951040d90a14d81a315859e5f4b3298_79) [MARKET] [added: 5.](#i550fbc22e75044e286d52f03fc6332f0_82) [MARKET] FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i3951040d90a14d81a315859e5f4b3298_79)] [added: SECURITIES](#i550fbc22e75044e286d52f03fc6332f0_82)] | | | [removed: [79](#i3951040d90a14d81a315859e5f4b3298_79)] [added: [76](#i550fbc22e75044e286d52f03fc6332f0_82)] | | |

| [ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i3951040d90a14d81a315859e5f4b3298_103)] [added: OPERATIONS](#i550fbc22e75044e286d52f03fc6332f0_106)] | | | [removed: [81](#i3951040d90a14d81a315859e5f4b3298_103)] [added: [78](#i550fbc22e75044e286d52f03fc6332f0_106)] | | |

| [Review of Consolidated Results of [removed: Operations](#i3951040d90a14d81a315859e5f4b3298_109)] [added: Operations](#i550fbc22e75044e286d52f03fc6332f0_112)] | | | [removed: [82](#i3951040d90a14d81a315859e5f4b3298_109)] [added: [79](#i550fbc22e75044e286d52f03fc6332f0_112)] | | |

| [SBU Performance [removed: Analysis](#i3951040d90a14d81a315859e5f4b3298_163)] [added: Analysis](#i550fbc22e75044e286d52f03fc6332f0_166)] | | | [removed: [87](#i3951040d90a14d81a315859e5f4b3298_163)] [added: [85](#i550fbc22e75044e286d52f03fc6332f0_166)] | | |

| [Key Trends and [removed: Uncertainties](#i3951040d90a14d81a315859e5f4b3298_178)] [added: Uncertainties](#i550fbc22e75044e286d52f03fc6332f0_181)] | | | [removed: [94](#i3951040d90a14d81a315859e5f4b3298_178)] [added: [92](#i550fbc22e75044e286d52f03fc6332f0_181)] | | |

| [Capital Resources and [removed: Liquidity](#i3951040d90a14d81a315859e5f4b3298_229)] [added: Liquidity](#i550fbc22e75044e286d52f03fc6332f0_232)] | | | [removed: [99](#i3951040d90a14d81a315859e5f4b3298_229)] [added: [100](#i550fbc22e75044e286d52f03fc6332f0_232)] | | |

| [Critical Accounting Policies and [removed: Estimates](#i3951040d90a14d81a315859e5f4b3298_259)] [added: Estimates](#i550fbc22e75044e286d52f03fc6332f0_262)] | | | [removed: [109](#i3951040d90a14d81a315859e5f4b3298_259)] [added: [109](#i550fbc22e75044e286d52f03fc6332f0_262)] | | |

| [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i3951040d90a14d81a315859e5f4b3298_265)] [added: RISK](#i550fbc22e75044e286d52f03fc6332f0_268)] | | | [removed: [113](#i3951040d90a14d81a315859e5f4b3298_265)] [added: [114](#i550fbc22e75044e286d52f03fc6332f0_268)] | | |

| [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i3951040d90a14d81a315859e5f4b3298_268)] [added: DATA](#i550fbc22e75044e286d52f03fc6332f0_271)] | | | [removed: [116](#i3951040d90a14d81a315859e5f4b3298_268)] [added: [117](#i550fbc22e75044e286d52f03fc6332f0_271)] | | |

| [Consolidated Balance [removed: Sheets](#i3951040d90a14d81a315859e5f4b3298_274)] [added: Sheets](#i550fbc22e75044e286d52f03fc6332f0_277)] | | | [removed: [120](#i3951040d90a14d81a315859e5f4b3298_274)] [added: [120](#i550fbc22e75044e286d52f03fc6332f0_277)] | | |

| [Consolidated Statements of [removed: Operations](#i3951040d90a14d81a315859e5f4b3298_277)] [added: Operations](#i550fbc22e75044e286d52f03fc6332f0_280)] | | | [removed: [121](#i3951040d90a14d81a315859e5f4b3298_277)] [added: [121](#i550fbc22e75044e286d52f03fc6332f0_280)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i3951040d90a14d81a315859e5f4b3298_280)] [added: (Loss)](#i550fbc22e75044e286d52f03fc6332f0_283)] | | | [removed: [122](#i3951040d90a14d81a315859e5f4b3298_280)] [added: [122](#i550fbc22e75044e286d52f03fc6332f0_283)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i3951040d90a14d81a315859e5f4b3298_283)] [added: Equity](#i550fbc22e75044e286d52f03fc6332f0_286)] | | | [removed: [123](#i3951040d90a14d81a315859e5f4b3298_283)] [added: [123](#i550fbc22e75044e286d52f03fc6332f0_286)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i3951040d90a14d81a315859e5f4b3298_286)] [added: Flows](#i550fbc22e75044e286d52f03fc6332f0_289)] | | | [removed: [124](#i3951040d90a14d81a315859e5f4b3298_286)] [added: [124](#i550fbc22e75044e286d52f03fc6332f0_289)] | | |

| [Note 1 - General and Summary of Significant Accounting [removed: Policies](#i3951040d90a14d81a315859e5f4b3298_295)] [added: Policies](#i550fbc22e75044e286d52f03fc6332f0_298)] | | | [removed: [126](#i3951040d90a14d81a315859e5f4b3298_295)] [added: [126](#i550fbc22e75044e286d52f03fc6332f0_298)] | | |

| [Note 3 - Property, [removed: Plant and Equipment](#i3951040d90a14d81a315859e5f4b3298_301)] [added: Plant](#i550fbc22e75044e286d52f03fc6332f0_304)[,](#i550fbc22e75044e286d52f03fc6332f0_304) [and Equipment](#i550fbc22e75044e286d52f03fc6332f0_304)] | | | [removed: [138](#i3951040d90a14d81a315859e5f4b3298_301)] [added: [139](#i550fbc22e75044e286d52f03fc6332f0_304)] | | |

| [Note 4 - Asset Retirement [removed: Obligation](#i3951040d90a14d81a315859e5f4b3298_304)s] [added: Obligation](#i550fbc22e75044e286d52f03fc6332f0_307)s] | | | [removed: [138](#i3951040d90a14d81a315859e5f4b3298_304)] [added: [140](#i550fbc22e75044e286d52f03fc6332f0_307)] | | |

| [Note 6 - Derivative Instruments and Hedging [removed: Activities](#i3951040d90a14d81a315859e5f4b3298_310)] [added: Activities](#i550fbc22e75044e286d52f03fc6332f0_313)] | | | [removed: [146](#i3951040d90a14d81a315859e5f4b3298_310)] [added: [146](#i550fbc22e75044e286d52f03fc6332f0_313)] | | |

| [Note 7 - Financing [removed: Receivables](#i3951040d90a14d81a315859e5f4b3298_313)] [added: Receivables](#i550fbc22e75044e286d52f03fc6332f0_316)] | | | [removed: [147](#i3951040d90a14d81a315859e5f4b3298_313)] [added: [147](#i550fbc22e75044e286d52f03fc6332f0_316)] | | |

| [Note 8 - Allowance for Credit [removed: Losses](#i3951040d90a14d81a315859e5f4b3298_549755817703)] [added: Losses](#i550fbc22e75044e286d52f03fc6332f0_319)] | | | [removed: [148](#i3951040d90a14d81a315859e5f4b3298_549755817703)] [added: [148](#i550fbc22e75044e286d52f03fc6332f0_319)] | | |

| [removed: [Note](#i3951040d90a14d81a315859e5f4b3298_316) [9](#i3951040d90a14d81a315859e5f4b3298_316) [-] [added: [Note 9 -] Investments in and Advances to [removed: Affiliates](#i3951040d90a14d81a315859e5f4b3298_316)] [added: Affiliates](#i550fbc22e75044e286d52f03fc6332f0_322)] | | | [removed: [149](#i3951040d90a14d81a315859e5f4b3298_316)] [added: [149](#i550fbc22e75044e286d52f03fc6332f0_322)] | | |

| [removed: [Note](#i3951040d90a14d81a315859e5f4b3298_319) [10](#i3951040d90a14d81a315859e5f4b3298_319) [-] [added: [Note 10 -] Goodwill and Other Intangible [removed: Assets](#i3951040d90a14d81a315859e5f4b3298_319)] [added: Assets](#i550fbc22e75044e286d52f03fc6332f0_325)] | | | [removed: [151](#i3951040d90a14d81a315859e5f4b3298_319)] [added: [150](#i550fbc22e75044e286d52f03fc6332f0_325)] | | |

| [Note [removed: 1](#i3951040d90a14d81a315859e5f4b3298_322)[1](#i3951040d90a14d81a315859e5f4b3298_322) [-] [added: 11 -] Regulatory Assets and [removed: Liabilities](#i3951040d90a14d81a315859e5f4b3298_322)] [added: Liabilities](#i550fbc22e75044e286d52f03fc6332f0_328)] | | | [removed: [153](#i3951040d90a14d81a315859e5f4b3298_322)] [added: [152](#i550fbc22e75044e286d52f03fc6332f0_328)] | | |

| [Note [removed: 1](#i3951040d90a14d81a315859e5f4b3298_334)[5](#i3951040d90a14d81a315859e5f4b3298_334) [- Leases](#i3951040d90a14d81a315859e5f4b3298_334)] [added: 15 - Leases](#i550fbc22e75044e286d52f03fc6332f0_340)] | | | [removed: [161](#i3951040d90a14d81a315859e5f4b3298_334)] [added: [161](#i550fbc22e75044e286d52f03fc6332f0_340)] | | |

| [Note [removed: 1](#i3951040d90a14d81a315859e5f4b3298_337)[6](#i3951040d90a14d81a315859e5f4b3298_337) [](#i3951040d90a14d81a315859e5f4b3298_337)[\-] [added: 16 -] Benefit [removed: Plans](#i3951040d90a14d81a315859e5f4b3298_337)] [added: Plans](#i550fbc22e75044e286d52f03fc6332f0_343)] | | | [removed: [163](#i3951040d90a14d81a315859e5f4b3298_337)] [added: [163](#i550fbc22e75044e286d52f03fc6332f0_343)] | | |

| [Note [removed: 1](#i3951040d90a14d81a315859e5f4b3298_340)[7](#i3951040d90a14d81a315859e5f4b3298_340) [\-] [added: 17 -] Redeemable Stock of [removed: Subsidiaries](#i3951040d90a14d81a315859e5f4b3298_340)] [added: Subsidiaries](#i550fbc22e75044e286d52f03fc6332f0_346)] | | | [removed: [166](#i3951040d90a14d81a315859e5f4b3298_340)] [added: [166](#i550fbc22e75044e286d52f03fc6332f0_346)] | | |

| [PART I](#i550fbc22e75044e286d52f03fc6332f0_16) | | | [3](#i550fbc22e75044e286d52f03fc6332f0_16) | | |

| [PART II](#i550fbc22e75044e286d52f03fc6332f0_79) | | | [76](#i550fbc22e75044e286d52f03fc6332f0_79) | | |

| [ITEM 6. \[RESERVED\]](#i550fbc22e75044e286d52f03fc6332f0_103) | | | [77](#i550fbc22e75044e286d52f03fc6332f0_103) | | |

| [Executive Summary](#i550fbc22e75044e286d52f03fc6332f0_109) | | | [78](#i550fbc22e75044e286d52f03fc6332f0_109) | | |

| [Note 2 - Inventory](#i550fbc22e75044e286d52f03fc6332f0_301) | | | [139](#i550fbc22e75044e286d52f03fc6332f0_301) | | |

| [Note 5 - Fair Value](#i550fbc22e75044e286d52f03fc6332f0_310) | | | [140](#i550fbc22e75044e286d52f03fc6332f0_310) | | |

| [Note 12 - Obligations](#i550fbc22e75044e286d52f03fc6332f0_331) | | | [153](#i550fbc22e75044e286d52f03fc6332f0_331) | | |

| [Note 13 - Commitments](#i550fbc22e75044e286d52f03fc6332f0_334) | | | [159](#i550fbc22e75044e286d52f03fc6332f0_334) | | |

| [Note 14 - Contingencies](#i550fbc22e75044e286d52f03fc6332f0_337) | | | [159](#i550fbc22e75044e286d52f03fc6332f0_337) | | |

| [Note 18 - Equity](#i550fbc22e75044e286d52f03fc6332f0_349) | | | [169](#i550fbc22e75044e286d52f03fc6332f0_349) | | |

| [Note 21 - Revenue](#i550fbc22e75044e286d52f03fc6332f0_358) | | | [181](#i550fbc22e75044e286d52f03fc6332f0_358) | | |

| [Note 24 - Income Taxes](#i550fbc22e75044e286d52f03fc6332f0_367) | | | [186](#i550fbc22e75044e286d52f03fc6332f0_367) | | |

| [Note 26 - Acquisitions](#i550fbc22e75044e286d52f03fc6332f0_373) | | | [193](#i550fbc22e75044e286d52f03fc6332f0_373) | | |

| [N](#i550fbc22e75044e286d52f03fc6332f0_549755817740)[ote 30 - Restructu](#i550fbc22e75044e286d52f03fc6332f0_549755817740)[ring](#i550fbc22e75044e286d52f03fc6332f0_549755817740) | | | [199](#i550fbc22e75044e286d52f03fc6332f0_549755817740) | | |

| [Note 3](#i550fbc22e75044e286d52f03fc6332f0_3827)[1](#i550fbc22e75044e286d52f03fc6332f0_3827) [- Discontinued Operations](#i550fbc22e75044e286d52f03fc6332f0_3827) | | | [199](#i550fbc22e75044e286d52f03fc6332f0_3827) | | |

| [Note 3](#i550fbc22e75044e286d52f03fc6332f0_394)[2](#i550fbc22e75044e286d52f03fc6332f0_394) [- Subsequent Events](#i550fbc22e75044e286d52f03fc6332f0_394) | | | [200](#i550fbc22e75044e286d52f03fc6332f0_394) | | |

| [PART III](#i550fbc22e75044e286d52f03fc6332f0_409) | | | [205](#i550fbc22e75044e286d52f03fc6332f0_409) | | |

| [SIGNATURES](#i550fbc22e75044e286d52f03fc6332f0_433) | | | [210](#i550fbc22e75044e286d52f03fc6332f0_433) | | |

| 2024 DRC Settlement | | | The order issued in November 2025 by the PUCO authorizing AES Ohio to, among other things, increase its basic rates and charges by $168 million annually | | |

| AES Brasil | | | AES Brasil Energia S.A. | | |

| AES Ohio | | | The Dayton Power & Light Company, formerly branded as DP&L. For the periods covered by this report, AES Ohio was wholly-owned by DPL. Beginning in April 2025, CDPQ owns an aggregate indirect equity interest in AES Ohio of approximately 30%. | | |

| DPL | | | DPL LLC and its consolidated subsidiaries. On April 3, 2025, DPL Inc. converted its form of business organization from an Ohio corporation to an Ohio limited liability company. Upon the conversion, DPL Inc. changed its name to DPL LLC. References to DPL are to DPL Inc. before April 3, 2025, and DPL LLC on and after April 3, 2025. | | |

| IPALCO | | | IPALCO Enterprises, Inc. CDPQ owns direct and indirect interests in IPALCO of approximately 30%. | | |

| LGR | | | Legacy Generation Resource Rider | | |

| MRO | | | Market Rate Option, a market-based plan that a utility may file with PUCO to establish SSO rates pursuant to Ohio law | | |

| NCTI | | | Net Controlled Foreign Corporation Tested Income | | |

| OCC | | | Ohio Consumers' Counsel (statewide legal representative for Ohio's residential consumers and advocates on their behalf in PUCO and Ohio Supreme Court proceedings) | | |

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| [E](#i3951040d90a14d81a315859e5f4b3298_3971)[xplanatory Note](#i3951040d90a14d81a315859e5f4b3298_3971) | | | [4](#i3951040d90a14d81a315859e5f4b3298_3971) | | |

| [PART I](#i3951040d90a14d81a315859e5f4b3298_13) | | | [5](#i3951040d90a14d81a315859e5f4b3298_13) | | |

| [PART II](#i3951040d90a14d81a315859e5f4b3298_76) | | | [79](#i3951040d90a14d81a315859e5f4b3298_76) | | |

| [ITEM 6.](#i3951040d90a14d81a315859e5f4b3298_100) \[RESERVED\] | | | [80](#i3951040d90a14d81a315859e5f4b3298_100) | | |

| [Executive Summary](#i3951040d90a14d81a315859e5f4b3298_106) | | | [81](#i3951040d90a14d81a315859e5f4b3298_106) | | |

| [Note 2 - Inventory](#i3951040d90a14d81a315859e5f4b3298_298) | | | [138](#i3951040d90a14d81a315859e5f4b3298_298) | | |

| [Note 5 - Fair Value](#i3951040d90a14d81a315859e5f4b3298_307) | | | [139](#i3951040d90a14d81a315859e5f4b3298_307) | | |

| [Note 1](#i3951040d90a14d81a315859e5f4b3298_325)[2](#i3951040d90a14d81a315859e5f4b3298_325) [-](#i3951040d90a14d81a315859e5f4b3298_325) Obligations | | | [154](#i3951040d90a14d81a315859e5f4b3298_325) | | |

| [Note 1](#i3951040d90a14d81a315859e5f4b3298_328)[3](#i3951040d90a14d81a315859e5f4b3298_328) [- Commitments](#i3951040d90a14d81a315859e5f4b3298_328) | | | [160](#i3951040d90a14d81a315859e5f4b3298_328) | | |

| [Note 1](#i3951040d90a14d81a315859e5f4b3298_331)[4](#i3951040d90a14d81a315859e5f4b3298_331) [- Contingencies](#i3951040d90a14d81a315859e5f4b3298_331) | | | [160](#i3951040d90a14d81a315859e5f4b3298_331) | | |

| [Note 1](#i3951040d90a14d81a315859e5f4b3298_343)[8](#i3951040d90a14d81a315859e5f4b3298_343) [- Equity](#i3951040d90a14d81a315859e5f4b3298_343) | | | [168](#i3951040d90a14d81a315859e5f4b3298_343) | | |

| [Note 2](#i3951040d90a14d81a315859e5f4b3298_352)[1](#i3951040d90a14d81a315859e5f4b3298_352) [- Revenue](#i3951040d90a14d81a315859e5f4b3298_352) | | | [179](#i3951040d90a14d81a315859e5f4b3298_352) | | |

| [Note 2](#i3951040d90a14d81a315859e5f4b3298_361)[4](#i3951040d90a14d81a315859e5f4b3298_361) [\- Income Taxes](#i3951040d90a14d81a315859e5f4b3298_361) | | | [184](#i3951040d90a14d81a315859e5f4b3298_361) | | |

| [Note 2](#i3951040d90a14d81a315859e5f4b3298_370)[6](#i3951040d90a14d81a315859e5f4b3298_370) [- Acquisitions](#i3951040d90a14d81a315859e5f4b3298_370) | | | [189](#i3951040d90a14d81a315859e5f4b3298_370) | | |

| [Note 3](#i3951040d90a14d81a315859e5f4b3298_1649267445618)[0](#i3951040d90a14d81a315859e5f4b3298_1649267445618) [-](#i3951040d90a14d81a315859e5f4b3298_1649267445618) [Restatement](#i3951040d90a14d81a315859e5f4b3298_1649267445618) [(Unaudited)](#i3951040d90a14d81a315859e5f4b3298_1649267445618) | | | [195](#i3951040d90a14d81a315859e5f4b3298_1649267445618) | | |

| [Note](#i3951040d90a14d81a315859e5f4b3298_385) [3](#i3951040d90a14d81a315859e5f4b3298_385)[1](#i3951040d90a14d81a315859e5f4b3298_385) [- Subsequent Events](#i3951040d90a14d81a315859e5f4b3298_385) | | | [201](#i3951040d90a14d81a315859e5f4b3298_385) | | |

| [PART III](#i3951040d90a14d81a315859e5f4b3298_400) | | | [207](#i3951040d90a14d81a315859e5f4b3298_400) | | |

| [SIGNATURES](#i3951040d90a14d81a315859e5f4b3298_424) | | | [211](#i3951040d90a14d81a315859e5f4b3298_424) | | |

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| --- | --- | --- | --- | --- | --- | --- |

| ACED | | | AES Clean Energy Development, LLC | | |

| AES Brasil | | | AES Brasil Operações S.A., formerly branded as AES Tietê | | |

| AES Ohio | | | The Dayton Power & Light Company, formerly branded as DP&L. AES Ohio is wholly-owned by DPL | | |

| AIMCo | | | Alberta Investment Management Corporation | | |

| BACT | | | Best Available Control Technology | | |

| CCEE | | | Brazilian Chamber of Electric Energy Commercialization | | |

| COD | | | Commercial Operation Date | | |

| DOJ | | | U.S. Department of Justice | | |

| DPL | | | DPL Inc. | | |

| ERCOT | | | Electric Reliability Council of Texas | | |

| EURIBOR | | | Euro Inter Bank Offered Rate | | |

| GSF | | | Generation Scaling Factor | | |

| IPALCO | | | IPALCO Enterprises, Inc. | | |

| LIBOR | | | London Inter Bank Offered Rate | | |

| MRE | | | Energy Reallocation Mechanism | | |

| ONS | | | National System Operator in Brazil | | |

| QF | | | Qualifying Facility | | |

| TCJA | | | Tax Cuts and Jobs Act | | |

| VAT | | | Value Added Tax | | |