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AES CORP

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 3, 2026

AES$14.87-0.1%Stored close · as of Nov 6, 2026

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SBU Performance Analysis

Non-GAAP Measures

EBITDA, Adjusted EBITDA, and Adjusted PTC are non-GAAP supplemental measures that are used by

60 | The AES Corporation | September 30, 2026 Form 10-Q

management and external users of our condensed consolidated financial statements such as investors, industry analysts, and lenders.

Beginning in the first quarter of 2026, the Company no longer discloses Adjusted EPS or Adjusted EBITDA with Tax Attributes. Both metrics are subject to significant variability related to the effect of Production Tax Credits (“PTCs”), Investment Tax Credits (“ITCs”), and depreciation tax deductions allocated to tax equity investors, as well as the tax benefit recorded from tax credits retained or transferred to third parties. As a result, the Company determined that these metrics are no longer as relevant to investors and Adjusted EBITDA better reflects the underlying business performance of the Company and is the most relevant measure considered in the Company’s internal evaluation of the financial performance of its segments.

On March 1, 2026, the Company entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger. See Note 1—Financial Statement Presentation—Proposed Merger included in Item 1.—Financial Statements of this Form 10-Q for further information. During the first quarter of 2026, the Company updated the definitions of Adjusted EBITDA and Adjusted PTC to exclude costs directly associated with the Merger, including but not limited to, advisory, legal, and employee-related costs. This discrete, strategic transaction would result in significant incremental costs above normal operations, and the inclusion of such costs would result in a lack of comparability in our results of operations and could be misleading to investors. We believe excluding these costs associated with the Merger better reflects the underlying business performance of the Company.

During the first quarter of 2025, the Company updated the definition of Adjusted EBITDA and Adjusted PTC to exclude costs directly associated with a major restructuring program, including, but not limited to, workforce reduction efforts. These restructuring initiatives to streamline our organization and right-size our development company would result in significant incremental costs above normal operations, and the inclusion of such costs would result in a lack of comparability in our results of operations and could be misleading to investors. We believe excluding these costs associated with a major restructuring initiative better reflects the underlying business performance of the Company.

EBITDA and Adjusted EBITDA

We define EBITDA as earnings before interest income and expense, taxes, depreciation, amortization, and accretion of AROs. We define Adjusted EBITDA as EBITDA adjusted for the impact of NCI and interest, taxes, depreciation, and amortization of our equity affiliates, adding back interest income recognized under service concession arrangements, and excluding gains or losses of both consolidated entities and entities accounted for under the equity method due to (a) unrealized gains or losses pertaining to derivative transactions, equity securities, and financial assets and liabilities measured using the fair value option; (b) unrealized foreign currency gains or losses; (c) gains, losses, benefits and costs associated with dispositions and acquisitions of business interests, including early plant closures, and gains and losses recognized at commencement of sales-type leases; (d) losses due to impairments; (e) gains, losses, and costs due to the early retirement of debt or troubled debt restructuring; (f) costs directly associated with a major restructuring program, including, but not limited to, workforce reduction efforts; and (g) costs directly associated with the Merger, including, but not limited to, advisory, legal, and employee-related costs.

In addition to the revenue and cost of sales reflected in Operating Margin, Adjusted EBITDA includes the other components of our Condensed Consolidated Statements of Operations, such asgeneral and administrative expenses in Corporate and Other as well as business development costs, other expense andother income, realized foreign currency transaction gains and losses, andnet equity in earnings (losses) of affiliates.

The GAAP measure most comparable to EBITDA and Adjusted EBITDA is Net income. We believe that EBITDA and Adjusted EBITDA better reflect the underlying business performance of the Company. Adjusted EBITDA is the most relevant measure considered in the Company’s internal evaluation of the financial performance of its segments. Factors in this determination include the variability due to unrealized gains or losses pertaining to derivative transactions, equity securities, or financial assets and liabilities remeasurement, unrealized foreign currency gains or losses, losses due to impairments, strategic decisions to dispose of or acquire business interests, retire debt, implement restructuring initiatives, or consummate the Merger, and the variability of allocations of earnings to tax equity investors, which affect results in a given period or periods. In addition, each of these metrics represents the business performance of the Company before the application of statutory income tax rates and tax adjustments, including the effects of tax planning, corresponding to the various jurisdictions in which the Company operates. Given its large number of businesses and overall complexity, the Company concluded that Adjusted EBITDA is a more transparent measure than Net income that better assists investors in determining which businesses have the greatest impact on the Company’s results.

61 | The AES Corporation | September 30, 2026 Form 10-Q

EBITDA and Adjusted EBITDA should not be construed as alternatives to Net income, which is determined in accordance with GAAP.

Three Months Ended September 30,Nine Months Ended September 30,
Reconciliation of Adjusted EBITDA (in millions)2026202520262025
Net income$527$517$1,189$294
Income tax benefit(10)(226)(23)(42)
Interest expense3613481,0821,042
Interest income(71)(76)(201)(215)
Depreciation, amortization, and accretion of AROs4133651,2801,056
EBITDA$1,220$928$3,327$2,135
Less: Loss from disposal of discontinued businesses—37—37
Less: Adjustment for noncontrolling interests and redeemable stock of subsidiaries (1)(282)(238)(713)(625)
Less: Income tax expense (benefit), interest expense (income) and depreciation, amortization, and accretion of AROs from equity affiliates3639121120
Interest income recognized under service concession arrangements13154044
Unrealized derivatives, equity securities, and financial assets and liabilities losses (gains)14(20)34112
Unrealized foreign currency losses (gains)(8)2(16)(1)
Disposition/acquisition losses (gains)45(152)172
Impairment losses69611037
Loss on extinguishment of debt and troubled debt restructuring1013013
Restructuring costs———88
Merger costs14—41—
Adjusted EBITDA (1)$1,090$830$2,815$2,102

(1)The allocation of earnings and losses to tax equity investors from both consolidated entities and equity affiliates is removed from Adjusted EBITDA. NCI also excludes amounts allocated to preferred shareholders during the construction phase before a project becomes operational, as this is akin to a financing arrangement.

62 | The AES Corporation | September 30, 2026 Form 10-Q

Adjusted PTC

We define Adjusted PTC as pre-tax income from continuing operations attributable to The AES Corporation excluding gains or losses of the consolidated entity due to (a) unrealized gains or losses pertaining to derivative transactions, equity securities, and financial assets and liabilities measured using the fair value option; (b) unrealized foreign currency gains or losses; (c) gains, losses, benefits, and costs associated with dispositions and acquisitions of business interests, including early plant closures, and gains and losses recognized at commencement of sales-type leases; (d) losses due to impairments; (e) gains, losses, and costs due to the early retirement of debt or troubled debt restructuring; (f) costs directly associated with a major restructuring program, including, but not limited to, workforce reduction efforts; and (g) costs directly associated with the Merger, including, but not limited to, advisory, legal, and employee-related costs. Adjusted PTC also includes net equity in earnings of affiliates on an after-tax basis adjusted for the same gains or losses excluded from consolidated entities.

Adjusted PTC reflects the impact of NCI and excludes the items specified in the definition above. In addition to the revenue and cost of sales reflected in Operating Margin, Adjusted PTC includes the other components of our Condensed Consolidated Statements of Operations, such asgeneral and administrative expenses in Corporate and Other as well as business development costs, interest expense andinterest income, other expense andother income, realized foreign currency transaction gains and losses, andnet equity in earnings (losses) of affiliates.

The GAAP measure most comparable to Adjusted PTC is Income from continuing operations attributable to The AES Corporation. We believe that Adjusted PTC better reflects the underlying business performance of the Company and is a relevant measure considered in the Company’s internal evaluation of the financial performance of its segments. Factors in this determination include the variability due to unrealized gains or losses pertaining to derivative transactions, equity securities, or financial assets and liabilities remeasurement, unrealized foreign currency gains or losses, losses due to impairments, and strategic decisions to dispose of or acquire business interests, retire debt, implement restructuring initiatives, or consummate the Merger, which affect results in a given period or periods. In addition, Adjusted PTC represents the business performance of the Company before the application of statutory income tax rates and tax adjustments, including the effects of tax planning, corresponding to the various jurisdictions in which the Company operates. Given its large number of businesses and complexity, the Company concluded that Adjusted PTC is a more transparent measure than Income from continuing operations attributable to The AES Corporation that better assists investors in determining which businesses have the greatest impact on the Company’s results.

Adjusted PTC should not be construed as an alternative to Income from continuing operations attributable to The AES Corporation, which is determined in accordance with GAAP.

63 | The AES Corporation | September 30, 2026 Form 10-Q

Three Months Ended September 30,Nine Months Ended September 30,
Reconciliation of Adjusted PTC (in millions)2026202520262025
Income from continuing operations, net of tax, attributable to The AES Corporation$553$676$1,466$627
Income tax benefit from continuing operations attributable to The AES Corporation(21)(253)(84)(109)
Pre-tax contribution5324231,382518
Unrealized derivatives, equity securities, and financial assets and liabilities losses (gains)2(20)22108
Unrealized foreign currency losses (gains)(8)2(16)(1)
Disposition/acquisition losses (gains)45(152)172
Impairment losses69611037
Loss on extinguishment of debt and troubled debt restructuring1143620
Restructuring costs———88
Merger costs14—41—
Adjusted PTC$624$475$1,416$912

64 | The AES Corporation | September 30, 2026 Form 10-Q

Renewables SBU

Three Months Ended September 30,Nine Months Ended September 30,
20262025$ Change% Change20262025$ Change% Change
Operating Margin$361$213$14869%$771$371$400NM
Adjusted EBITDA (1)49629620068%1,13469743763%

Operating Margin for the three months ended September 30, 2026 increased $148 million, primarily driven by $100 million from higher net spot sales in Colombia, benefiting from elevated spot prices due to El Niño-related unfavorable hydrological conditions across the country and relatively favorable hydrology at the AES Chivor basin, $39 million positive impact due to the appreciation of the Colombian peso, and $28 million due to development services in the U.S.; partially offset by a $20 million increase in fixed costs primarily due to higher depreciation and a $20 million unfavorable impact from energy derivatives in the U.S.

Adjusted EBITDA for the three months ended September 30, 2026 increased $200 million, primarily due to the drivers above, adjusted for NCI, unrealized derivatives, and depreciation and amortization.

Operating Margin for the nine months ended September 30, 2026 increased $400 million, primarily driven by $151 million due to development services in the U.S., $128 million from higher net spot sales in Colombia, benefiting from elevated spot prices due to El Niño-related unfavorable hydrological conditions across the country and relatively favorable hydrology at the AES Chivor basin, a $72 million favorable impact from energy derivatives in the U.S., $54 million positive impact due to the appreciation of the Colombian peso, and $17 million due to one-time restructuring costs incurred in the prior year; partially offset by a $56 million increase in fixed costs primarily due to higher depreciation.

Adjusted EBITDA for the nine months ended September 30, 2026 increased $437 million, primarily due to the drivers above, adjusted for NCI, unrealized derivatives, restructuring costs, and depreciation and amortization.

Utilities SBU

The following table summarizes Operating Margin, Adjusted EBITDA, and Adjusted PTC (in millions) for the periods indicated:

Three Months Ended September 30,Nine Months Ended September 30,
20262025$ Change% Change20262025$ Change% Change
Operating Margin$270$197$7337%$661$488$17335%
Adjusted EBITDA (1)2962405623%78265912319%
Adjusted PTC (1) (2)162986465%40727613147%

(2)Adjusted PTC remains a key metric used by management for analyzing our businesses in the utilities industry.

Operating Margin for the three months ended September 30, 2026 increased $73 million, primarily driven by $42 million due to higher retail rates as a result of AES Ohio’s 2024 DRC Settlement implemented in November 2025, net of certain riders now incorporated into base rates, and a $26 million increase from higher demand, primarily due to the impact of weather.

Adjusted EBITDA for the three months ended September 30, 2026 increased $56 million, primarily due to the drivers above and adjusted for NCI.

Adjusted PTC for the three months ended September 30, 2026 increased $64 million due to the drivers above and $16 million from realized tax attributes primarily related to the Petersburg Energy Center project in the current year.

Operating Margin for the nine months ended September 30, 2026 increased $173 million, primarily driven by $109 million due to higher retail rates as a result of AES Ohio’s 2024 DRC Settlement implemented in November 2025, net of certain riders now incorporated into base rates, a $56 million net increase from higher recovery of costs primarily associated with transmission, distribution, and renewable projects, and a $34 million increase from higher demand, primarily due to the impact of weather in El Salvador. These increases were partially offset by a $17 million increase in fixed costs, primarily driven by higher property taxes due to higher assessed values.

65 | The AES Corporation | September 30, 2026 Form 10-Q

Adjusted EBITDA for the nine months ended September 30, 2026 increased $123 million, primarily due to the drivers above and adjusted for NCI, including the impact of the AES Ohio selldown in the second quarter of 2025.

Adjusted PTC for the nine months ended September 30, 2026 increased $131 million, primarily due to the drivers above.

Energy Infrastructure SBU

Three Months Ended September 30,Nine Months Ended September 30,
20262025$ Change% Change20262025$ Change% Change
Operating Margin$316$288$2810%$758$653$10516%
Adjusted EBITDA (1)322301217%94580913617%

Operating Margin for the three months ended September 30, 2026 increased $28 million, primarily driven by $137 million higher energy and capacity sales and prices in the spot market, and $32 million higher margin from LNG transactions; partially offset by $78 million lower contract sales volume mainly due to the expiration of the Maritza PPA in Bulgaria, $50 million of net derivative gains in the prior year, and $14 million driven by lower availability.

Adjusted EBITDA for the three months ended September 30, 2026 increased $21 million, primarily due to the drivers above, adjusted for NCI and unrealized derivatives.

Operating Margin for the nine months ended September 30, 2026 increased $105 million, primarily driven by $265 million higher energy and capacity sales and prices in the spot market, $41 million higher margin from LNG transactions, and $20 million lower fixed costs mainly due to the 2025 restructuring; partially offset by $143 million driven by lower contract sales volume mainly due to the expiration of the Maritza PPA in Bulgaria, $32 million of higher depreciation in Maritza due to the useful life reassessment in the prior year, $28 million driven by lower availability, and $17 million due to lower net derivative gains.

Adjusted EBITDA for the nine months ended September 30, 2026 increased $136 million, primarily due to the drivers above, adjusted for unrealized derivatives and restructuring costs, as well as higher depreciation at Maritza due to the useful life reassessment in the prior year, the increase in ownership of Cochrane, and higher equity earnings mainly at Gatun, excluding debt extinguishment costs.

New Energy Technologies SBU

Three Months Ended September 30,Nine Months Ended September 30,
20262025$ Change% Change20262025$ Change% Change
Operating Margin$(8)$(2)$(6)NM$(14)$(6)$(8)NM
Adjusted EBITDA (1)(20)(3)(17)NM(55)(45)(10)-22%

Operating Margin for the three months ended September 30, 2026 decreased $6 million, primarily due to $5 million higher professional services fees related to Maximo.

Adjusted EBITDA for the three months ended September 30, 2026 decreased $17 million, primarily due to the driver above and $13 million higher losses from Fluence mostly driven by liquidated damages incurred due to project delays, increased costs related to the deployment of newer solution offerings, and an increase in battery prices.

Operating Margin for the nine months ended September 30, 2026 decreased $8 million, primarily due to $5 million higher professional services fees and $2 million increased people costs related to Maximo.

Adjusted EBITDA for the nine months ended September 30, 2026 decreased $10 million, primarily due to the drivers above and $12 million higher losses from Fluence mostly driven by liquidated damages incurred due to project delays, increased costs related to the deployment of newer solution offerings, and an increase in battery prices; partially offset by lower losses from Uplight of $8 million after equity method accounting was suspended in the fourth quarter of 2025.

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