UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September 30, 2017~~March 31, 2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-12291

THE AES CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		54 1163725
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4300 Wilson Boulevard Arlington, Virginia		22203
(Address of principal executive offices)		(Zip Code)

(703) 522-1315

Registrant’s telephone number, including area code:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of Registrant’s Common Stock, par value $0.01 per share, on ~~October 27, 2017~~May 1, 2018 was ~~660,386,566.~~661,399,753.

THE AES CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30, 2017~~MARCH 31, 2018

TABLE OF CONTENTS



Glossary of Terms		1

PART I: FINANCIAL INFORMATION		2

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
	Note 1 - Financial Statement Presentation	6
	Note 2 - Inventory	910
	Note 3 - Fair Value	910
	Note 4 - Derivative Instruments and Hedging Activities	12
	Note 5 - Financing Receivables	13
	Note 6 - Investments in and Advances to Affiliates	1314
	Note 7 - Debt	14
	Note 8 - Commitments and Contingencies	15
	Note 9 - ~~Pension Plans~~Redeemable Stock of Subsidiaries	16
	Note 10 - ~~Redeemable Stock of Subsidiaries~~Equity	17
	Note 11 - ~~Equity~~Segments	1718
	Note 12 - ~~Segments~~Revenue	19
	Note 13 - Other Income and Expense	2022
	Note 14 - Asset Impairment Expense	2122
	Note 15 - ~~Discontinued Operations~~Income Taxes	22
	Note 16 - ~~Held-for-Sale Businesses and Dispositions~~Discontinued Operations	23
	Note 17 - ~~Acquisitions~~Held-for-Sale Businesses and Dispositions	24
	Note 18 - ~~Earnings Per Share~~Acquisitions	24
	Note 19 - Earnings Per Share	25
	Note 20 - Risks and Uncertainties	25
	Note 2021 - Subsequent Events	2625

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2726
	Executive Summary	2827
	Overview of ~~Q3 2017~~Q1 2018 Results and Strategic Performance	2928
	Review of Consolidated Results of Operations	3129
	SBU Performance Analysis	3733
	Key Trends and Uncertainties	5037
	Capital Resources and Liquidity	5539
	Critical Accounting Policies and Estimates	6744

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6744

ITEM 4.	CONTROLS AND PROCEDURES	7047

PART II: OTHER INFORMATION		7148

ITEM 1.	LEGAL PROCEEDINGS	7148

ITEM 1A.	RISK FACTORS	7550

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7550

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	7550

ITEM 4.	MINE SAFETY DISCLOSURES	7550

ITEM 5.	OTHER INFORMATION	7550

ITEM 6.	EXHIBITS	7551

SIGNATURES		7652

GLOSSARY OF TERMS

The following terms and acronyms appear in the text of this report and have the definitions indicated below:



Adjusted EPS	Adjusted Earnings Per Share, a non-GAAP measure
Adjusted PTC	Adjusted Pretax Contribution, a non-GAAP measure of operating performance
AFS	Available For Sale
AOCI	Accumulated Other Comprehensive Income
AOCL	Accumulated Other Comprehensive Loss
ASC	Accounting Standards Codification
ASU	Accounting Standards Update
~~BNDES~~	~~Brazilian Development Bank~~
CAA	United States Clean Air Act
CAMMESA	Wholesale Electric Market Administrator in Argentina
~~CDPQ~~	~~La Caisse de depot et placement du Quebec~~
CHP	Combined Heat and Power
COFINS	Contribution for the Financing of Social Security
DP&L	The Dayton Power & Light Company
DPL	DPL Inc.
~~DPLER~~	~~DPL Energy Resources, Inc.~~
~~DPP~~	~~Dominican Power Partners, LDC~~
EPA	United States Environmental Protection Agency
EPC	Engineering, Procurement and Construction
EURIBOR	Euro Interbank Offered Rate
FASB	Financial Accounting Standards Board
~~FERC~~	~~Federal Energy Regulatory Commission~~
FX	Foreign Exchange
GAAP	Generally Accepted Accounting Principles in the United States
GHG	Greenhouse Gas
GILTI	Global Intangible Low Taxed Income
GW	Gigawatts
IPALCO	IPALCO Enterprises, Inc.
IPL	Indianapolis Power & Light Company
~~kWh~~ISO	~~Kilowatt Hours~~Independent System Operator
LIBOR	London Interbank Offered Rate
~~LNG~~	~~Liquid Natural Gas~~
~~MATS~~	~~Mercury and Air Toxics Standards~~
~~MMI~~	~~Mini Maritsa Iztok (state-owned electricity public supplier in Bulgaria)~~
MW	Megawatts
MWh	Megawatt Hours
NCI	Noncontrolling Interest
NEK	Natsionalna Elektricheska Kompania (state-owned electricity public supplier in Bulgaria)
NM	Not Meaningful
NOV	Notice of Violation
NO_X	Nitrogen Oxides
~~NPDES~~	~~National Pollutant Discharge Elimination System~~
PIS	Program of Social Integration
~~PJM~~	~~PJM Interconnection, LLC~~
PPA	Power Purchase Agreement
PREPA	Puerto Rico Electric Power Authority
RSU	Restricted Stock Unit
~~SIC~~RTO	~~Central Interconnected Electricity System~~
~~SING~~	~~Norte Grande Interconnected Electricity System~~Regional Transmission Organization
SBU	Strategic Business Unit
SEC	United States Securities and Exchange Commission
SO₂	Sulfur Dioxide
U.S.	United States
USD	United States Dollar
VAT	Value-Added Tax
VIE	Variable Interest Entity

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE AES CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)


	September 30, 2017			December 31, 2016			March 31, 2018			December 31, 2017
	(in millions, except share and per share data)						(in millions, except share and per share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,398		$	1,305		$	1,212		$	949
Restricted cash	437			278			415			274
Short-term investments	563			798			617			424
Accounts receivable, net of allowance for doubtful accounts of $90 and $111, respectively	2,357			2,166
Accounts receivable, net of allowance for doubtful accounts of $13 and $10, respectively							1,498			1,463
Inventory	660			630			569			562
Prepaid expenses	89			83			66			62
Other current assets	1,080			1,151			703			630
Current assets of held-for-sale businesses	76			—
Current assets of discontinued operations and held-for-sale businesses							358			2,034
Total current assets	6,660			6,411			5,438			6,398
NONCURRENT ASSETS
Property, Plant and Equipment:
Land	798			779			502			502
Electric generation, distribution assets and other	29,916			28,539			24,311			24,119
Accumulated depreciation	(10,199		)	(9,528		)	(8,168		)	(7,942		)
Construction in progress	3,841			3,057			4,043			3,617
Property, plant and equipment, net	24,356			22,847			20,688			20,296
Other Assets:
Investments in and advances to affiliates	1,164			621			1,282			1,197
Debt service reserves and other deposits	786			593			541			565
Goodwill	1,157			1,157			1,059			1,059
Other intangible assets, net of accumulated amortization of $563 and $519, respectively	474			359
Other intangible assets, net of accumulated amortization of $454 and $441, respectively							362			366
Deferred income taxes	760			781			94			130
Service concession assets, net of accumulated amortization of $182 and $114, respectively	1,382			1,445
Service concession assets, net of accumulated amortization of $0 and $206, respectively							—			1,360
Loan receivable							1,474			—
Other noncurrent assets	2,095			1,905			1,635			1,741
Total other assets	7,818			6,861			6,447			6,418
TOTAL ASSETS	$	38,834		$	36,119		$	32,573		$	33,112
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	2,091		$	1,656		$	1,317		$	1,371
Accrued interest	353			247			289			228
Accrued and other liabilities	2,020			2,066			1,182			1,232
Non-recourse debt, includes $439 and $273, respectively, related to variable interest entities	2,257			1,303
Current liabilities of held-for-sale businesses	15			—
Non-recourse debt, includes $986 and $1,012, respectively, related to variable interest entities							2,025			2,164
Current liabilities of discontinued operations and held-for-sale businesses							63			1,033
Total current liabilities	6,736			5,272			4,876			6,028
NONCURRENT LIABILITIES
Recourse debt	4,954			4,671			4,060			4,625
Non-recourse debt, includes $1,305 and $1,502, respectively, related to variable interest entities	14,822			14,489
Non-recourse debt, includes $1,570 and $1,358, respectively, related to variable interest entities							13,601			13,176
Deferred income taxes	742			804			1,207			1,006
Pension and other postretirement liabilities	1,387			1,396			189			230
Other noncurrent liabilities	3,047			3,005			2,264			2,365
Total noncurrent liabilities	24,952			24,365			21,321			21,402
Commitments and Contingencies (see Note 8)
Redeemable stock of subsidiaries	967			782			851			837
EQUITY
THE AES CORPORATION STOCKHOLDERS’ EQUITY
Common stock ($0.01 par value, 1,200,000,000 shares authorized; 816,312,913 issued and 660,386,566 outstanding at September 30, 2017 and 816,061,123 issued and 659,182,232 outstanding at December 31, 2016)	8			8
Common stock ($0.01 par value, 1,200,000,000 shares authorized; 816,331,182 issued and 661,364,449 outstanding at March 31, 2018 and 816,312,913 issued and 660,388,128 outstanding at December 31, 2017)							8			8
Additional paid-in capital	8,670			8,592			8,397			8,501
Accumulated deficit	(934		)	(1,146		)	(1,525		)	(2,276		)
Accumulated other comprehensive loss	(2,666		)	(2,756		)	(1,808		)	(1,876		)
Treasury stock, at cost (155,926,347 and 156,878,891 shares at September 30, 2017 and December 31, 2016, respectively)	(1,892		)	(1,904		)
Treasury stock, at cost (154,966,733 and 155,924,785 shares at March 31, 2018 and December 31, 2017, respectively)							(1,879		)	(1,892		)
Total AES Corporation stockholders’ equity	3,186			2,794			3,193			2,465
NONCONTROLLING INTERESTS	2,993			2,906			2,332			2,380
Total equity	6,179			5,700			5,525			4,845
TOTAL LIABILITIES AND EQUITY	$	38,834		$	36,119		$	32,573		$	33,112

See Notes to Condensed Consolidated Financial Statements.

THE AES CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017

	(in millions, except per share data)												(in millions, except per share amounts)
Revenue:
Regulated	$	1,793		$	1,785		$	5,157		$	4,926		$	722		$	813
Non-Regulated	1,839			1,757			5,437			5,116			2,018			1,768
Total revenue	3,632			3,542			10,594			10,042			2,740			2,581
Cost of Sales:
Regulated	(1,574		)	(1,623		)	(4,640		)	(4,521		)	(601		)	(703		)
Non-Regulated	(1,347		)	(1,231		)	(3,980		)	(3,750		)	(1,483		)	(1,321		)
Total cost of sales	(2,921		)	(2,854		)	(8,620		)	(8,271		)	(2,084		)	(2,024		)
Operating margin	711			688			1,974			1,771			656			557
General and administrative expenses	(52		)	(40		)	(155		)	(135		)	(56		)	(54		)
Interest expense	(353		)	(354		)	(1,034		)	(1,086		)	(281		)	(287		)
Interest income	101			110			291			365			76			63
Loss on extinguishment of debt	(49		)	(16		)	(44		)	(12		)
Gain (loss) on extinguishment of debt													(170		)	17
Other expense	(47		)	(13		)	(95		)	(42		)	(9		)	(24		)
Other income	18			18			105			43			13			73
Gain (loss) on disposal and sale of businesses	(1		)	—			(49		)	30
Gain on disposal and sale of businesses													788			—
Asset impairment expense	(2		)	(79		)	(260		)	(473		)	—			(168		)
Foreign currency transaction gains (losses)	21			(20		)	13			(16		)
Foreign currency transaction losses													(19		)	(20		)
INCOME FROM CONTINUING OPERATIONS BEFORE TAXES AND EQUITY IN EARNINGS OF AFFILIATES	347			294			746			445			998			157
Income tax expense	(110		)	(75		)	(270		)	(165		)	(231		)	(67		)
Net equity in earnings of affiliates	24			11			33			25			11			7
INCOME FROM CONTINUING OPERATIONS	261			230			509			305			778			97
Loss from operations of discontinued businesses, net of income tax benefit of $4 for the nine months ended September 30, 2016	—			(1		)	—			(7		)
Net loss from disposal and impairments of discontinued businesses, net of income tax benefit of $401 for the nine months ended September 30, 2016	—			—			—			(382		)
NET INCOME (LOSS)	261			229			509			(84		)
Less: Net income attributable to noncontrolling interests and redeemable stock of subsidiaries	(109		)	(54		)	(328		)	(97		)
Income (loss) from operations of discontinued businesses, net of income tax expense of $0 and $2, respectively													(1		)	1
NET INCOME													777			98
Noncontrolling interests:
Less: Income from continuing operations attributable to noncontrolling interests and redeemable stocks of subsidiaries													(93		)	(121		)
Less: Income from discontinued operations attributable to noncontrolling interests													—			(1		)
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION	$	152		$	175		$	181		$	(181	)	$	684		$	(24	)
AMOUNTS ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS:
Income from continuing operations, net of tax	$	152		$	176		$	181		$	208
Income (loss) from continuing operations, net of tax													$	685		$	(24	)
Loss from discontinued operations, net of tax	—			(1		)	—			(389		)	(1		)	—
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION	$	152		$	175		$	181		$	(181	)	$	684		$	(24	)
BASIC EARNINGS PER SHARE:
Income from continuing operations attributable to The AES Corporation common stockholders, net of tax	$	0.23		$	0.26		$	0.28		$	0.31
Loss from discontinued operations attributable to The AES Corporation common stockholders, net of tax	—			—			—			(0.59		)
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS	$	0.23		$	0.26		$	0.28		$	(0.28	)	$	1.04		$	(0.04	)
DILUTED EARNINGS PER SHARE:
Income from continuing operations attributable to The AES Corporation common stockholders, net of tax	$	0.23		$	0.26		$	0.27		$	0.31
Loss from discontinued operations attributable to The AES Corporation common stockholders, net of tax	—			—			—			(0.59		)
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS	$	0.23		$	0.26		$	0.27		$	(0.28	)	$	1.03		$	(0.04	)
DILUTED SHARES OUTSTANDING	663			662			662			662			663			659
DIVIDENDS DECLARED PER COMMON SHARE	$	0.12		$	0.11		$	0.24		$	0.22		$	0.13		$	0.12

See Notes to Condensed Consolidated Financial Statements.

THE AES CORPORATION

Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017

	(in millions)												(in millions)
NET INCOME (LOSS)	$	261		$	229		$	509		$	(84	)
NET INCOME													$	777		$	98
Foreign currency translation activity:
Foreign currency translation adjustments, net of income tax benefit (expense) of $1, $(1), $0 and $0, respectively	80			(16		)	29			232
Foreign currency translation adjustments, net of income tax benefit (expense) of $0 and $(1), respectively													25			68
Reclassification to earnings, net of $0 income tax	—			—			98			—			(16		)	3
Total foreign currency translation adjustments	80			(16		)	127			232			9			71
Derivative activity:
Change in derivative fair value, net of income tax benefit (expense) of $(6), $(7), $15 and $39, respectively	5			19			(42		)	(138		)
Reclassification to earnings, net of income tax benefit (expense) of $5, $(4), $(6) and $(5), respectively	1			21			50			23
Change in derivative fair value, net of income tax benefit (expense) of $(15) and $8, respectively													57			(5		)
Reclassification to earnings, net of income tax benefit (expense) of $1 and $(1), respectively													10			20
Total change in fair value of derivatives	6			40			8			(115		)	67			15
Pension activity:
Reclassification to earnings due to amortization of net actuarial loss, net of income tax expense of $4, $2, $10 and $4, respectively	7			3			20			10
Reclassification to earnings due to amortization of net actuarial loss, net of income tax expense of $0 and $3, respectively													2			6
Total pension adjustments	7			3			20			10			2			6
OTHER COMPREHENSIVE INCOME	93			27			155			127			78			92
COMPREHENSIVE INCOME	354			256			664			43			855			190
Less: Comprehensive income attributable to noncontrolling interests	(127		)	(66		)	(360		)	(94		)	(122		)	(142		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION	$	227		$	190		$	304		$	(51	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE AES CORPORATION													$	733		$	48

See Notes to Condensed Consolidated Financial Statements.

THE AES CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2018			2017

	(in millions)						(in millions)
OPERATING ACTIVITIES:
Net income (loss)	$	509		$	(84	)
Adjustments to net income (loss):
Net income							$	777		$	98
Adjustments to net income:
Depreciation and amortization	884			877			254			291
Loss (gain) on sales and disposals of businesses	49			(30		)
Impairment expenses	260			475
Gain on disposal and sale of businesses							(788		)	—
Asset impairment expense							—			168
Deferred income taxes	(3		)	(475		)	180			(6		)
Provisions for contingencies	30			28			—			12
Loss on extinguishment of debt	44			12
Loss (gain) on extinguishment of debt							170			(17		)
Loss on sales of assets	34			26			2			12
Impairments of discontinued operations	—			783
Other	61			106			72			48
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable	(279		)	335			(39		)	50
(Increase) decrease in inventory	(66		)	36			(16		)	(16		)
(Increase) decrease in prepaid expenses and other current assets	140			670			(33		)	111
(Increase) decrease in other assets	(266		)	(237		)	19			(43		)
Increase (decrease) in accounts payable and other current liabilities	162			(567		)	(66		)	(65		)
Increase (decrease) in income tax payables, net and other tax payables	(4		)	(270		)	—			38
Increase (decrease) in other liabilities	134			497			(17		)	27
Net cash provided by operating activities	1,689			2,182			515			708
INVESTING ACTIVITIES:
Capital expenditures	(1,587		)	(1,770		)	(495		)	(474		)
Acquisitions of businesses, net of cash acquired, and equity method investments	(606		)	(61		)
Proceeds from the sale of businesses, net of cash sold, and equity method investments	39			157
Proceeds from the sale of businesses, net of cash and restricted cash sold							1,180			4
Sale of short-term investments	2,942			3,747			149			907
Purchase of short-term investments	(2,673		)	(3,797		)	(345		)	(716		)
Increase in restricted cash, debt service reserves. and other assets	(311		)	(123		)
Contributions to equity affiliates							(44		)	—
Other investing	(86		)	(22		)	(29		)	(38		)
Net cash used in investing activities	(2,282		)	(1,869		)
Net cash provided by (used in) investing activities							416			(317		)
FINANCING ACTIVITIES:
Borrowings under the revolving credit facilities	1,489			1,079			881			225
Repayments under the revolving credit facilities	(851		)	(856		)	(783		)	(84		)
Issuance of recourse debt	1,025			500			1,000			—
Repayments of recourse debt	(1,353		)	(808		)	(1,774		)	(341		)
Issuance of non-recourse debt	2,703			2,118			757			569
Repayments of non-recourse debt	(1,731		)	(1,720		)	(510		)	(295		)
Payments for financing fees	(96		)	(86		)	(14		)	(18		)
Distributions to noncontrolling interests	(263		)	(356		)	(17		)	(33		)
Contributions from noncontrolling interests and redeemable security holders	59			154			11			29
Proceeds from the sale of redeemable stock of subsidiaries	—			134
Dividends paid on AES common stock	(238		)	(218		)	(86		)	(79		)
Payments for financed capital expenditures	(100		)	(108		)	(89		)	(26		)
Purchase of treasury stock	—			(79		)
Proceeds from sales to noncontrolling interests	60			—
Other financing	(26		)	(12		)	(6		)	(26		)
Net cash provided by (used in) financing activities	678			(258		)
Net cash used in financing activities							(630		)	(79		)
Effect of exchange rate changes on cash	9			7			5			11
(Increase) decrease in cash of discontinued operations and held-for-sale businesses	(1		)	6
Total increase in cash and cash equivalents	93			68
Cash and cash equivalents, beginning	1,305			1,257
Cash and cash equivalents, ending	$	1,398		$	1,325
(Increase) decrease in cash and restricted cash of discontinued operations and held-for-sale businesses							74			(35		)
Total increase in cash, cash equivalents and restricted cash							380			288
Cash, cash equivalents and restricted cash, beginning							1,788			1,960
Cash, cash equivalents and restricted cash, ending							$	2,168		$	2,248
SUPPLEMENTAL DISCLOSURES:
Cash payments for interest, net of amounts capitalized	$	797		$	837		$	207		$	195
Cash payments for income taxes, net of refunds	$	291		$	425		$	71		$	74
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Assets acquired through capital lease and other liabilities	$	—		$	5
Reclassification of Alto Maipo loans and accounts payable into equity (see Note 11—Equity)	$	279		$	—
Non-cash contributions of assets and liabilities for Fluence acquisition							$	20		$	—
Dividends declared but not yet paid							$	86		$	79
Conversion of Alto Maipo loans and accounts payable into equity (see Note 10—Equity)							$	—		$	279

See Notes to Condensed Consolidated Financial Statements.

THE AES CORPORATION

Notes to Condensed Consolidated Financial Statements

For the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~

(Unaudited)

1. FINANCIAL STATEMENT PRESENTATION

The prior period condensed consolidated financial statements in this Quarterly Report on Form 10-Q (“Form 10-Q”) have been reclassified to reflect the businesses classified as discontinued operations as discussed in Note 16—Discontinued Operations. Certain prior period amounts have been reclassified to comply with newly adopted accounting standards. See further detail in the new accounting pronouncements discussion.

Consolidation — In this Quarterly Report the terms “AES,” “the Company,” “us” or “we” refer to the consolidated entity, including its subsidiaries and affiliates. The terms “The AES Corporation” or “the Parent Company” refer only to the publicly held holding company, The AES Corporation, excluding its subsidiaries and affiliates. Furthermore, VIEs in which the Company has a variable interest have been consolidated where the Company is the primary beneficiary. Investments in which the Company has the ability to exercise significant influence, but not control, are accounted for using the equity method of accounting. All intercompany transactions and balances have been eliminated in consolidation.

Interim Financial Presentation — The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with GAAP, as contained in the FASB ASC, for interim financial information and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for annual fiscal reporting periods. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, comprehensive income, and cash flows. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2018, are not necessarily indicative of expected results for the year ending December 31, ~~2017.~~2018. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the ~~2016~~2017 audited consolidated financial statements and notes thereto, which are included in the ~~2016~~2017 Form 10-K filed with the SEC on February ~~27, 2017~~26, 2018 (the ~~“2016~~“2017 Form 10-K”).

Cash, Cash Equivalents, and Restricted Cash— The following table provides a summary of cash, cash equivalents, and restricted cash amounts reported on the Condensed Consolidated Balance Sheet that reconcile to the total of such amounts as shown on the Condensed Consolidated Statements of Cash Flows (in millions):



	March 31, 2018		December 31, 2017
Cash and cash equivalents	$	1,212	$	949
Restricted cash	415		274
Debt service reserves and other deposits	541		565
Cash, Cash Equivalents, and Restricted Cash	$	2,168	$	1,788

New Accounting Pronouncements Adopted in 2018 — The following table provides a brief description of recent accounting pronouncements that had an impact on the Company’s consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or ~~may~~did not have a material impact on the Company’s consolidated financial statements.



New Accounting Standards Adopted
ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost	This standard changes the presentation of non-service costs associated with defined benefit plans and updates the guidance so that only the service cost component will be eligible for capitalization. Transition method: retrospective for presentation of non-service cost and prospective for the change in capitalization.	January 1, 2018	No material impact upon adoption of the standard.
2017-05, Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets (Topic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets	This standard clarifies the scope and application of ASC 610-20 on the sale, transfer, and derecognition of nonfinancial assets and in substance nonfinancial assets to non-customers, including partial sales. It also provides guidance on how gains and losses on transfers of nonfinancial assets and in substance nonfinancial assets to non-customers are recognized. The standard also clarifies that the derecognition of businesses is under the scope of ASC 810. The standard must be adopted concurrently with ASC 606, however an entity will not have to apply the same transition method as ASC 606. Transition method: modified retrospective.	January 1, 2018	As more transactions will not meet the definition of a business due to the adoption of ASU 2017-01, more dispositions or partial sales will be out of the scope of ASC 810 and will be under this standard.



2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business	The standard requires an entity to first evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and if that threshold is met, the set is not a business. As a second step, to be considered a business at least one substantive process should exist. The revised definition of a business will reduce the number of transactions that are accounted for as business combinations. Transition method: prospective.	January 1, 2018	Some acquisitions and dispositions will now fall under a different accounting model.
2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)	This standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Transition method: retrospective.	January 1, 2018	For the three months ending March 31, 2017, cash provided by operating activities increased by $5 million, cash used in investing activities decreased by $23 million, and cash used in financing activities was unchanged.
2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	The standard significantly revises an entity’s accounting related to (1) classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. Also it amends certain disclosures of financial instruments. Transition method: modified retrospective. Prospective for equity investments without readily determine fair value.	January 1, 2018	No material impact upon adoption of the standard.
2014-09, 2015-14, 2016-08, 2016-10, 2016-12, 2016-20, 2017-10, 2017-13, Revenue from Contracts with Customers (Topic 606)	See discussion of the ASU below.	January 1, 2018	See impact upon adoption of the standard below.

On January 1, 2018, the Company adopted ASU 2014-09, "Revenue from Contracts with Customers," and its subsequent corresponding updates ("ASC 606"). Under this standard, an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company applied the modified retrospective method of adoption to the contracts that were not completed as of January 1, 2018. Results for reporting periods beginning January 1, 2018 are presented under ASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with the previous revenue recognition standard. For contracts that were modified before January 1, 2018, the Company reflected the aggregate effect of all modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price.

The cumulative effect to our January 1, 2018 Condensed Consolidated Balance Sheet resulting from the adoption of ASC 606 was as follows (in millions):



Condensed Consolidated Balance Sheet	Balance at December 31, 2017			Adjustments Due to ASC 606			Balance at January 1, 2018
Assets
Other current assets	$	630		$	61		$	691
Deferred income taxes	130			(24		)	106
Service concession assets, net	1,360			(1,360		)	—
Loan receivable	—			1,490			1,490
Equity
Accumulated deficit	(2,276		)	67			(2,209		)
Accumulated other comprehensive loss	(1,876		)	19			(1,857		)
Noncontrolling interests	2,380			81			2,461

The Mong Duong II power plant in Vietnam is the primary driver of changes in revenue recognition under the new standard. This plant is operated under a build, operate, and transfer contract and will be transferred to the Vietnamese government after the completion of a 25-year PPA. Under the previous revenue recognition standard, construction costs were deferred to a service concession asset, which was expensed in proportion to revenue recognized for the construction element over the term of the PPA. Under ASC 606, construction revenue and associated costs are recognized as construction activity occurs. As construction of the plant was substantially completed in 2015, revenues and costs associated with the construction were recognized through retained earnings, and the service concession asset was derecognized. A loan receivable was recognized for the future expected payments for the construction performance obligation. As the payments for the construction performance obligation occur over a 25-year term, a significant financing element was determined to exist which is accounted for

under the effective interest rate method. The other performance obligation to operate and maintain the facility is measured based on the capacity made available.

The impact to our Condensed Consolidated Balance Sheet as of March 31, 2018 and Condensed Consolidated Statement of Operations for the period ended March 31, 2018 resulting from the adoption of ASC 606 as compared to the previous revenue recognition standard was as follows (in millions):



	March 31, 2018
Condensed Consolidated Balance Sheet	As Reported			Balances Without Adoption of ASC 606			Adoption Impact
Assets
Other current assets	$	703		$	640		$	63
Deferred income taxes	94			118			(24		)
Service concession assets, net	—			1,337			(1,337		)
Loan receivable	1,474			—			1,474
TOTAL ASSETS	32,573			32,397			176
Liabilities
Accrued and other liabilities	1,182			1,181			1
Equity
Accumulated deficit	(1,525		)	(1,601		)	76
Accumulated other comprehensive loss	(1,808		)	(1,827		)	19
Noncontrolling interest	2,332			2,252			80
TOTAL LIABILITIES AND EQUITY	32,573			32,397			176



	Three Months Ended March 31, 2018
Condensed Consolidated Statement of Operations	As Reported		Balances Without Adoption of ASC 606		Adoption Impact
Total revenue	2,740		2,751		(11	)
Total cost of sales	(2,084	)	(2,090	)	6
Operating margin	656		661		(5	)
Interest income	76		61		15
Income from continuing operations before taxes and equity in earnings of affiliates	998		988		10
Income tax expense	(231	)	(230	)	(1	)
INCOME FROM CONTINUING OPERATIONS	778		769		9
NET INCOME	777		768		9
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION	684		675		9

New Accounting Pronouncements Issued But Not Yet Effective — The following table provides a brief description of recent accounting pronouncements that could have a material impact on the Company’s consolidated financial statements once adopted. Accounting pronouncements not listed below were assessed and determined to be either not applicable or are expected to have no material impact on the Company’s consolidated financial statements.



New Accounting Standards ~~Adopted~~
~~ASU Number and Name~~	~~Description~~	~~Date of Adoption~~	~~Effect on the financial statements upon adoption~~
~~2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~	The standard simplifies the following aspects of accounting for share-based payments awards: accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures, statutory tax withholding requirements, classification of awards as either equity or liabilities and classification of employee taxes paid on statement of cash flows when an employer withholds shares for tax-withholding purposes. Transition method: The recognition of excess tax benefits and tax deficiencies arising from vesting or settlement were applied retrospectively. The elimination of the requirement that excess tax benefits be realized before they are recognized was adopted on a modified retrospective basis.	~~January 1, 2017~~	The recognition of excess tax benefits in the provision for income taxes in the period when the awards vest or are settled, rather than in paid-in-capital in the period when the excess tax benefits are realized, resulted in a decrease of $31 million to deferred tax liabilities, offset by an increase to retained earnings.



~~New Accounting Standards~~ Issued But Not Yet Effective
ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2018-02, Income Statement — Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from AOCI	This amendment allows a reclassification of the stranded tax effects resulting from the implementation of the Tax Cuts and Jobs Act from AOCI to retained earnings. Because this amendment only relates to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.	January 1, 2019. Early adoption is permitted.	The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.
2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities	The standard updates the hedge accounting model to expand the ability to hedge nonfinancial and financial risk components, reduce complexity, and ease certain documentation and assessment requirements. ItWhen facts and circumstances are the same as at the previous quantitative test, a subsequent quantitative effectiveness test is not required. The standard also eliminates the requirement to separately measure and report hedge ~~ineffectiveness, and generally requires~~ineffectiveness. For cash flow hedges, this means that the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to ~~be presented~~earnings in the same income statement line as the hedged item. Transition method: modified retrospective ~~and prospective~~with the cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date. Prospective for presentation and disclosures.	January 1, 2019. Early adoption is permitted.	The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.



2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): Accounting for Certain Financial Instruments and Certain Mandatorily Redeemable Noncontrolling Interests	Part 1 of this standard changes the classification of certain equity-linked financial instruments when assessing whether the instrument is indexed to an entity’s own stock. Transition method: retrospective.	January 1, 2019. Early adoption is permitted.	The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.



2017-08, Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities	This standard shortens the period of amortization for the premium on certain callable debt securities to the earliest call date. Transition method: modified retrospective.	January 1, 2019. Early adoption is permitted.	The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.
~~2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~	~~This standard changes the presentation of non-service cost associated with defined benefit plans and updates the guidance so that only the service cost component will be eligible for capitalization.~~ ~~Transition method: Retrospective for presentation of non-service cost expense. Prospective for the change in capitalization.~~	~~January 1, 2018. Early adoption is permitted.~~	The Company expects the adoption of this standard to result in a $144 million reclassification of non-service pension costs from Cost of Sales to Other Expense for 2016. The Company plans to adopt the standard as of January 1, 2018.
~~2017-05, Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets (Topic 610-20)~~	This standard clarifies the scope and application of ASC 610-20 on the sale, transfer, and derecognition of nonfinancial assets and in substance nonfinancial assets to non-customers, including partial sales. It also clarifies that the derecognition of businesses is under scope of ASC 810. The standard must be adopted concurrently with ASC 606, however an entity will not have to apply the same transition method as ASC 606. ~~Transition method: full or modified retrospective.~~ Under a modified retrospective approach, the guidance shall be applied to all contracts that are not completed as of the initial application date (January 1, 2018). The Company is in the process of identifying contracts that would not be completed as of January 1, 2018. Based on the assessment of contracts already executed as of September 30, 2017, the contracts that may require any type of assessment under the new standard are limited.	~~January 1, 2018. Early adoption is permitted only as of January 1, 2017.~~	The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements, will adopt the standard on January 1, 2018, and plans to use the modified retrospective approach.
2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	This standard simplifies the accounting for goodwill impairment by removing the requirement to calculate the implied fair value. Instead, it requires that an entity records an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. Transition method: prospective.	January 1, 2020. Early adoption is permitted as of January 1, 2017.	The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.
~~2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)~~	This standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ~~Transition method: retrospective.~~	~~January 1, 2018. Early adoption is permitted.~~	~~The Company has performed a preliminary evaluation. However, foreign exchange impacts on movements related to restricted cash have not been quantified.~~
~~2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory~~	~~This standard requires that an entity recognizes the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.~~ ~~Transition method: modified retrospective.~~	~~January 1, 2018. Early adoption is permitted.~~	~~The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.~~
2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The standard updates the impairment model for financial assets measured at amortized ~~cost~~cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to ~~an expected loss~~use a new forward-looking "expected loss" model ~~rather than an incurred loss model. It also allows~~that generally will result in the earlier recognition of allowance for ~~the presentation of~~losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses ~~on available-for-sale debt securities~~as it is done today, except that the losses will be recognized as an allowance rather than a ~~write down.~~ reduction in the amortized cost of the securities. Transition method: various.	January 1, 2020. Early adoption is permitted only as of January 1, 2019.	The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.



2016-02, 2018-01, Leases (Topic 842)	This standard requires lessees to recognize assets and liabilities for most leases but recognize expenses in a manner similar to today’s accounting. For Lessors, the guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. The guidance also eliminates today’s real estate-specific provisions. ~~Transition method: modified retrospective at the beginning~~See discussion of the ~~earliest comparative period presented in the financial statements (January 1, 2017).~~ The Company has established a task force focused on the identification of contracts that would be under the scope of the new standard and on the assessment and measurement of the right-of-use asset and related liability. The implementation team is in the process of evaluating changes to our business processes, systems and controls to support recognition and disclosure under the new standard. ASU below.	January 1, 2019. Early adoption is permitted.	The Company is currently evaluating the impact of adopting the standard on its consolidated financial ~~statements and intends to adopt the standard as of January 1, 2019.~~
~~2014-09, 2015-14, 2016-08, 2016-10, 2016-12, 2016-20, 2017-13, Revenue from Contracts with Customers (Topic 606)~~	~~See discussion of the ASU below.~~	~~January 1, 2018. Early adoption is permitted only as of January 1, 2017.~~	~~The Company will adopt the standard on January 1, 2018; see below for the evaluation of the impact of its adoption on the consolidated financial~~ statements.

ASU ~~2014-09~~2016-02 and its subsequent corresponding updates ~~provide the principles an entity must apply~~will require lessees to ~~measure~~recognize assets and liabilities for most leases, and recognize ~~revenue.~~expenses in a manner similar to the current accounting method. For Lessors, the guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. The ~~core principle is that an entity shall recognize revenue~~guidance also eliminates the current real estate-specific provisions.

The standard must be adopted using a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements (January 1, 2017). The FASB proposed amending the standard to ~~depict~~give another option for transition. The proposed transition method would allow entities to not apply the ~~transfer~~new lease standard in the comparative periods presented in their financial statements in the year of ~~promised goods or services to customers in an amount that reflects~~adoption. Under the ~~consideration to which~~proposed transition method, the entity ~~expects~~would apply the transition provisions on January 1, 2019 (i.e., the effective date). At transition, lessees and lessors are permitted to make an election to apply a package of practical expedients that allow them not to reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) whether initial direct costs for any expired or existing leases qualify for capitalization under ASC 842. These three practical expedients must be ~~entitled in exchange for those goods or services. Amendments~~elected as a package and must be consistently applied to all leases. Furthermore, entities are also permitted to make an election to use hindsight when determining lease term and lessees can elect to use hindsight when assessing the ~~standard were issued~~impairment of right-of-use assets.

The Company has established a task force focused on the identification of contracts that ~~provide further clarification~~would be under the scope of the ~~principle~~new standard and ~~to provide certain transition expedients. The standard will replace most existing revenue recognition guidance in GAAP.~~

~~In 2016,~~on the ~~Company established a cross-functional~~assessment and measurement of the right-of-use asset and related liability. Additionally, the implementation team has been working on the configuration of a lease accounting system that will support the implementation and the subsequent accounting. The implementation team is in the process of evaluating ~~and implementing~~ changes to our business processes, systems and controls to support recognition and disclosure under the new standard. ~~At this time, we do not expect any significant~~

As the Company has preliminarily concluded that at transition it would be using the package of practical expedients, the main impact ~~on our financial systems or a material change to controls~~expected as ~~a result~~ of the ~~implementation~~effective date is the recognition of the ~~new revenue recognition standard.~~

~~Given~~right to use asset and the ~~complexity~~related liability in the financial statements for all those contracts that contain a lease and ~~diversity of our non-regulated arrangements,~~for which the Company is the lessee. However, income statement presentation and the expense recognition pattern is not expected to change.

Under ASC 842, it is expected that fewer contracts will contain a lease. However, due to the elimination of today's real estate-specific guidance and changes to certain lessor classification criteria, more leases will qualify as sales-type leases and direct financing leases. Under these two models, a lessor will derecognize the asset and will recognize a lease receivable. According to ASC 842, the lease receivable does not include variable payments that depend on the use of the asset (e.g. Mwh produced by a facility). Therefore, the lease receivable could be lower than the carrying amount of the underlying asset at lease commencement, In such circumstances, the difference between the initially recognized lease receivable and the carrying amount of the underlying asset is recognized as a selling loss at lease commencement. The Company is assessing how this guidance will apply to new renewable contracts executed or modified after the ~~standard~~effective date where all the payments are contingent on ~~a contract-by-contract basis~~the level of production and is inalso evaluating the process of completing the contract assessments by applying the interpretations reached during 2017 on key issues. These issues include the application of the practical expedient for measuring progress towards satisfaction of a performance obligation, when variable quantities would be considered variable consideration versus an option to acquire additional goods and services and how to allocate variable consideration to one or more, but not all, distinct goods or services promised in a series of distinct goods or services that forms part of a single performance obligation. Additionally, the Company is working on the application of the standard to contracts that are under the scope of Service Concession Arrangements (Topic 853) and assessing the gross versus net presentation for spot energy sales and purchases. Through this assessment, the Company to date has identified limited situations where revenue recognized under ASC 606 could differ from that recognized under ASC 605 and where the presentation of sales to and purchases from the energy spot markets will change. The main change that the Company is expecting to have is related ~~to a contract under the scope of Topic 853. The Company will continue its work to complete the assessment of the full population of contracts and determine the overall~~ impact to the ~~consolidated financial statements.~~allocation of earnings under HLBV accounting.

The standard requires retrospective application and allows either a full retrospective adoption in which all periods are presented under the new standard or a modified retrospective approach in which the cumulative effect of initially applying the guidance is recognized at the date of initial application. Although we had previously been working toward adopting the standard using the full retrospective method, given the limited impact of the situations where revenue recognized under ASC 606 differs from that recognized under ASC 605, we now expect to use the modified retrospective approach. However, the Company will continue to assess this conclusion which is dependent on the final impact to the financial statements.

We are continuing to work with various non-authoritative industry groups, and monitoring the FASB and Transition Resource Group activity, as we finalize our accounting policy on these and other industry specific interpretative issues, which is expected in 2017.

2. INVENTORY

The following table summarizes the Company’s inventory balances as of the periods indicated (in millions):


	September 30, 2017		December 31, 2016		March 31, 2018		December 31, 2017
Fuel and other raw materials	$	350	$	302	$	281	$	284
Spare parts and supplies	310		328		288		278
Total	$	660	$	630	$	569	$	562

3. FAIR VALUE

The fair value of current financial assets and liabilities, debt service reserves and other deposits approximate their reported carrying amounts. The estimated fair values of the Company’s assets and liabilities have been determined using available market information. By virtue of these amounts being estimates and based on hypothetical transactions to sell assets or transfer liabilities, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. ~~The Company made no changes during the period to the fair~~For further information on our valuation techniques ~~described in~~and policies, see Note 4—Fair Value in Item 8.—Financial Statements and Supplementary Data of ~~its 2016~~our 2017 Form 10-K.

Recurring Measurements — The following table presents, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of the dates indicated (in millions). For the Company’s investments in marketable debt ~~and equity~~ securities, the security classes presented are determined based on the nature and risk of the security and are consistent with how the Company manages, monitors and measures its marketable securities:


	September 30, 2017								December 31, 2016								March 31, 2018								December 31, 2017
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
AVAILABLE FOR SALE:
Debt securities:
DEBT SECURITIES:
Available-for-sale:
Unsecured debentures	$	—	$	157	$	—	$	157	$	—	$	360	$	—	$	360	$	—	$	291	$	—	$	291	$	—	$	207	$	—	$	207
Certificates of deposit	—		340		—		340		—		372		—		372		—		260		—		260		—		153		—		153
Government debt securities	—		—		—		—		—		9		—		9
Subtotal	—		497		—		497		—		741		—		741
Equity securities:
Total debt securities																	—		551		—		551		—		360		—		360
EQUITY SECURITIES:
Mutual funds	—		54		—		54		—		49		—		49		20		52		—		72		20		52		—		72
Subtotal	—		54		—		54		—		49		—		49
Total available for sale	—		551		—		551		—		790		—		790
TRADING:
Equity securities:
Mutual funds	20		—		—		20		16		—		—		16
Total trading	20		—		—		20		16		—		—		16
Other equity securities																	—		3		—		3		—		—		—		—
Total equity securities																	20		55		—		75		20		52		—		72
DERIVATIVES:
Interest rate derivatives	—		13		—		13		—		18		—		18		—		42		—		42		—		15		—		15
Cross-currency derivatives	—		14		—		14		—		4		—		4		—		45		—		45		—		29		—		29
Foreign currency derivatives	—		37		242		279		—		54		255		309		—		37		225		262		—		29		240		269
Commodity derivatives	—		44		8		52		—		38		7		45		—		8		3		11		—		30		5		35
Total derivatives — assets	—		108		250		358		—		114		262		376		—		132		228		360		—		103		245		348
TOTAL ASSETS	$	20	$	659	$	250	$	929	$	16	$	904	$	262	$	1,182	$	20	$	738	$	228	$	986	$	20	$	515	$	245	$	780
Liabilities
DERIVATIVES:
Interest rate derivatives	$	—	$	104	$	192	$	296	$	—	$	121	$	179	$	300	$	—	$	81	$	129	$	210	$	—	$	111	$	151	$	262
Cross-currency derivatives	—		5		—		5		—		18		—		18		—		1		—		1		—		3		—		3
Foreign currency derivatives	—		42		—		42		—		64		—		64		—		41		—		41		—		30		—		30
Commodity derivatives	—		16		2		18		—		40		2		42		—		1		—		1		—		19		1		20
Total derivatives — liabilities	—		167		194		361		—		243		181		424		—		124		129		253		—		163		152		315
TOTAL LIABILITIES	$	—	$	167	$	194	$	361	$	—	$	243	$	181	$	424	$	—	$	124	$	129	$	253	$	—	$	163	$	152	$	315

As of ~~September 30, 2017,~~March 31, 2018, all AFS debt securities had stated maturities within one year. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017, ~~and 2016,~~ no other-than-temporary impairments of marketable securities were recognized in

earnings or Other Comprehensive Income (Loss). Gains and losses on the sale of investments are determined using the specific-identification method. The following table presents gross proceeds from the sale of AFS securities during the periods indicated (in millions):

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Gross proceeds from sale of AFS securities $ 1,020
$ 812
$ 2,982
$ 3,216



	Three Months Ended March 31,
	2018		2017
Gross proceeds from sale of AFS securities	$	147	$	429

The following tables present a reconciliation of net derivative assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~ (presented net by type of derivative in millions). Transfers between Level 3 and Level 2 are determined as of the end of the reporting period and principally result from changes in the significance of unobservable inputs used to calculate the credit valuation adjustment.


Three Months Ended September 30, 2017	Interest Rate			Foreign Currency			Commodity			Total
Balance at July 1	$	(195	)	$	239		$	9		$	53
Three Months Ended March 31, 2018													Interest Rate			Foreign Currency			Commodity			Total
Balance at January 1													$	(151	)	$	240		$	4		$	93
Total realized and unrealized gains (losses):
Included in earnings	(5		)	12			—			7			14			(6		)	1			9
Included in other comprehensive income — derivative activity	(2		)	—			—			(2		)	27			—			—			27
Settlements	10			(9		)	(3		)	(2		)	6			(9		)	(2		)	(5		)
Balance at September 30	$	(192	)	$	242		$	6		$	56
Transfers of liabilities into Level 3													(8		)	—			—			(8		)
Transfers of liabilities out of Level 3													(17		)	—			—			(17		)
Balance at March 31													$	(129	)	$	225		$	3		$	99
Total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities held at the end of the period	$	(1	)	$	3		$	—		$	2		$	16		$	(15	)	$	1		$	2

Three Months Ended September 30, 2016 Interest Rate Foreign Currency Commodity Total
Balance at July 1 $ (421 ) $ 271
$ 11
$ (139 )
Total realized and unrealized gains (losses):
Included in earnings (1 ) 12
1
12
Included in other comprehensive income — derivative activity 6
—
—
6
Included in other comprehensive income — foreign currency translation activity —
(5 ) —
(5 )
Settlements 17
(4 ) (3 ) 10
Transfers of liabilities into Level 3 (2 ) —
—
(2 )
Transfers of liabilities out of Level 3 94
—
—
94
Balance at September 30 $ (307 ) $ 274
$ 9
$ (24 )
Total gains for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities held at the end of the period $ —
$ 8
$ 1
$ 9

Nine Months Ended September 30, 2017 Interest Rate Foreign Currency Commodity Total
Balance at January 1 $ (179 ) $ 255
$ 5
$ 81
Total realized and unrealized gains (losses):
Included in earnings (5 ) 12
(1 ) 6
Included in other comprehensive income — derivative activity (29 ) —
—
(29 )
Included in regulatory liabilities —
—
10
10
Settlements 28
(25 ) (8 ) (5 )
Transfers of liabilities into Level 3 (7 ) —
—
(7 )
Balance at September 30 $ (192 ) $ 242
$ 6
$ 56
Total losses for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities held at the end of the period $ —
$ (12 ) $ —
$ (12 )


Nine Months Ended September 30, 2016	Interest Rate			Foreign Currency			Commodity			Total
Three Months Ended March 31, 2017													Interest Rate			Foreign Currency			Commodity			Total
Balance at January 1	$	(304	)	$	277		$	3		$	(24	)	$	(179	)	$	255		$	5		$	81
Total realized and unrealized gains (losses):
Total realized and unrealized losses:
Included in earnings	—			30			3			33			—			(16		)	—			(16		)
Included in other comprehensive income — derivative activity	(172		)	6			—			(166		)	(12		)	—			—			(12		)
Included in other comprehensive income — foreign currency translation activity	(3		)	(43		)	—			(46		)
Included in regulatory liabilities	—			—			11			11
Settlements	56			(8		)	(8		)	40			10			(8		)	(3		)	(1		)
Transfers of liabilities into Level 3	(2		)	—			—			(2		)	(4		)	—			—			(4		)
Transfers of assets out of Level 3	118			12			—			130			2			—			—			2
Balance at September 30	$	(307	)	$	274		$	9		$	(24	)
Total gains for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities held at the end of the period	$	5		$	25		$	3		$	33
Balance at March 31													$	(183	)	$	231		$	2		$	50
Total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities held at the end of the period													$	2		$	(24	)	$	—		$	(22	)

The following table summarizes the significant unobservable inputs used for Level 3 derivative assets (liabilities) as of ~~September 30, 2017~~March 31, 2018 (in millions, except range amounts):

Type of Derivative Fair Value Unobservable Input Amount or Range (Weighted Average)
Interest rate $ (192 ) Subsidiaries’ credit spreads 2.4% to 5.1% (4.7%)
Foreign currency:
Argentine Peso 242

Argentine Peso to USD currency exchange rate after one year ⁽¹⁾
21.3 to 47.8 (33.8)
Commodity:
Other 6

Total $ 56

~~_____________________________~~


⁽¹⁾	During the nine months ended September 30, 2017, the Company began utilizing the interest rate differential approach to construct the remaining portion of the forward curve after one year (beyond the traded points). In previous periods, the Company used the purchasing price parity approach to construct the forward curve.



Type of Derivative	Fair Value			Unobservable Input	Amount or Range (Weighted Average)
Interest rate	$	(129	)	Subsidiaries’ credit spreads	2.38% to 4.38% (3.54%)
Foreign currency:
Argentine Peso	225			Argentine Peso to USD currency exchange rate after one year	24.33 to 56.28 (38.75)
Commodity:
Other	3
Total	$	99

For interest rate derivatives and foreign currency derivatives, increases (decreases) in the estimates of the Company’s own credit spreads would decrease (increase) the value of the derivatives in a liability position. For foreign currency derivatives, increases (decreases) in the estimate of the above exchange rate would increase (decrease) the value of the derivative.

Nonrecurring Measurements

~~When evaluating impairment of long-lived assets and equity method investments, the~~The Company measures fair value using the applicable fair value measurement guidance. Impairment expense is measured by comparing the fair value at the evaluation date to the then-latest available carrying amount. The following table summarizes our major categories of assets and liabilities measured at fair value on a nonrecurring basis and their level within the fair value hierarchy (in millions):

Nine Months Ended September 30, 2017 Measurement Date
Carrying Amount (1)
Fair Value Pretax Loss
Assets Level 1 Level 2 Level 3
Long-lived assets held and used: ⁽²⁾

DPL 02/28/2017 $ 77
$ —
$ —
$ 11
$ 66
Tait Energy Storage 02/28/2017 15
—
—
7
8
Dispositions and held-for-sale businesses: ⁽³⁾

Kazakhstan Hydroelectric 06/30/2017 190
—
92
—
92
Kazakhstan CHPs 03/31/2017 171
—
29
—
94

Nine Months Ended September 30, 2016 Measurement Date
Carrying Amount (1)
Fair Value Pretax Loss
Assets Level 1 Level 2 Level 3
Long-lived assets held and used: ⁽²⁾

Buffalo Gap I 08/31/2016 $ 113
$ —
$ —
$ 35
$ 78
DPL 06/30/2016 324
—
—
89
235
Buffalo Gap II 03/31/2016 251
—
—
92
159
Discontinued operations and held-for-sale businesses: ⁽³⁾

Sul 06/30/2016 1,581
—
470
—
783



	Measurement Date	Carrying Amount (1)		Fair Value						Pretax Loss
Three Months Ended March 31, 2017	Measurement Date	Carrying Amount (1)		Level 1		Level 2		Level 3		Pretax Loss
Long-lived assets held and used: ⁽²⁾
DPL	02/28/2017	$	77	$	—	$	—	$	11	$	66
Other	02/28/2017	15		—		—		7		8
Held-for-sale businesses: ⁽³⁾
Kazakhstan	03/31/2017	171		—		29		—		94

_____________________________


⁽¹⁾	Represents the carrying values at the dates of measurement, before fair value adjustment.


⁽²⁾	See Note 14—Asset Impairment Expense for further information.


⁽³⁾	Per the Company’s policy, pretax loss is limited to the impairment of long-lived assets. Any additional loss will be recognized on completion of the sale. See Note 1617—Held-for-Sale Businesses and Dispositions for further information.

The following table summarizes the significant unobservable inputs used in the Level 3 measurement on a nonrecurring basis during the nine months ended September 30, 2017 (in millions, except range amounts):

Fair Value Valuation Technique Unobservable Input Range (Weighted Average)
Long-lived assets held and used:
DPL $ 11
Discounted cash flow Pretax operating margin (through remaining life) 10% to 22% (15%)
Weighted average cost of capital 7%
Tait Energy Storage 7
Discounted cash flow Annual pretax operating margin 46% to 85% (80%)
Weighted average cost of capital 9%

Financial Instruments not Measured at Fair Value in the Condensed Consolidated Balance Sheets

The following table presents (in millions) the carrying amount, fair value and fair value hierarchy of the Company’s financial assets and liabilities that are not measured at fair value in the Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, but for which fair value is disclosed:


		September 30, 2017											March 31, 2018
		Carrying Amount		Fair Value									Carrying Amount		Fair Value
		Carrying Amount		Total		Level 1		Level 2		Level 3			Carrying Amount		Total		Level 1		Level 2		Level 3
Assets:	Accounts receivable — noncurrent ⁽¹⁾	$	200	$	262	$	—	$	6	$	256	Accounts receivable — noncurrent ⁽¹⁾	$	156	$	295	$	—	$	—	$	295
Liabilities:	Non-recourse debt	17,079		17,706		—		15,479		2,227		Non-recourse debt	15,626		16,006		—		14,250		1,756
	Recourse debt	4,958		5,266		—		5,266		—		Recourse debt	4,065		4,173		—		4,173		—


		December 31, 2016											December 31, 2017
		Carrying Amount		Fair Value									Carrying Amount		Fair Value
		Carrying Amount		Total		Level 1		Level 2		Level 3			Carrying Amount		Total		Level 1		Level 2		Level 3
Assets:	Accounts receivable — noncurrent ⁽¹⁾	$	264	$	350	$	—	$	20	$	330	Accounts receivable — noncurrent ⁽¹⁾	$	163	$	217	$	—	$	6	$	211
Liabilities:	Non-recourse debt	15,792		16,188		—		15,120		1,068		Non-recourse debt	15,340		15,890		—		13,350		2,540
	Recourse debt	4,671		4,899		—		4,899		—		Recourse debt	4,630		4,920		—		4,920		—

_____________________________

⁽¹⁾

These amounts primarily relate to amounts due from CAMMESA, the administrator of the wholesale electricity market in Argentina, and are included in Other noncurrent assets in the accompanying Condensed Consolidated Balance Sheets. The fair value and carrying amount of these receivables exclude VAT of ~~$38~~$30 million and ~~$24~~$31 million as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, respectively.

4. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

~~There are no changes to~~For further information on the ~~information disclosed in~~derivative and hedging accounting policies see Note 1—General and Summary of Significant Accounting Policies—Derivatives and Hedging Activities of Item 8.—Financial Statements and Supplementary Data in the ~~2016~~2017 Form 10-K.

Volume of Activity — The following table presents the Company’s maximum notional (in millions) over the remaining contractual period by type of derivative as of ~~September 30, 2017,~~March 31, 2018, regardless of whether they are in qualifying cash flow hedging relationships, and the dates through which the maturities for each type of derivative range:


Derivatives	Maximum Notional Translated to USD		Latest Maturity	Maximum Notional Translated to USD		Latest Maturity
Interest Rate (LIBOR and EURIBOR)	$	4,557	2035	$	4,475	2041
Cross-Currency Swaps (Chilean Unidad de Fomento and Chilean Peso)	394		2029	419		2029
Foreign Currency:
Argentine Peso	233		2026	180		2026
Chilean Peso	504		2020	388		2020
Colombian Peso	255		2019	285		2019
Others, primarily with weighted average remaining maturities of a year or less	326		2020	327		2020

Accounting and Reporting — Assets and Liabilities — The following tables present the fair value of assets and liabilities related to the Company’s derivative instruments as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016~~2017 (in millions):

Fair Value September 30, 2017 December 31, 2016
Assets Designated Not Designated Total Designated Not Designated Total
Interest rate derivatives $ 13
$ —
$ 13
$ 18
$ —
$ 18
Cross-currency derivatives 14
—
14
4
—
4
Foreign currency derivatives 5
274
279
9
300
309
Commodity derivatives 7
45
52
20
25
45
Total assets $ 39
$ 319
$ 358
$ 51
$ 325
$ 376
Liabilities
Interest rate derivatives $ 151
$ 145
$ 296
$ 295
$ 5
$ 300
Cross-currency derivatives 5
—
5
18
—
18
Foreign currency derivatives 7
35
42
19
45
64
Commodity derivatives 5
13
18
26
16
42
Total liabilities $ 168
$ 193
$ 361
$ 358
$ 66
$ 424

September 30, 2017 December 31, 2016
Fair Value Assets Liabilities Assets Liabilities
Current $ 101
$ 221
$ 99
$ 155
Noncurrent 257
140
277
269
Total $ 358
$ 361
$ 376
$ 424

Credit Risk-Related Contingent Features ⁽¹⁾
September 30, 2017 December 31, 2016
Present value of liabilities subject to collateralization $ 12
$ 41
Cash collateral held by third parties or in escrow 5
18



Fair Value	March 31, 2018						December 31, 2017
Assets	Designated		Not Designated		Total		Designated		Not Designated		Total
Interest rate derivatives	$	41	$	1	$	42	$	15	$	—	$	15
Cross-currency derivatives	45		—		45		29		—		29
Foreign currency derivatives	13		249		262		8		261		269
Commodity derivatives	—		11		11		5		30		35
Total assets	$	99	$	261	$	360	$	57	$	291	$	348
Liabilities
Interest rate derivatives	$	90	$	120	$	210	$	125	$	137	$	262
Cross-currency derivatives	1		—		1		3		—		3
Foreign currency derivatives	1		40		41		1		29		30
Commodity derivatives	—		1		1		9		11		20
Total liabilities	$	92	$	161	$	253	$	138	$	177	$	315



	March 31, 2018				December 31, 2017
Fair Value	Assets		Liabilities		Assets		Liabilities
Current	$	70	$	170	$	84	$	211
Noncurrent	290		83		264		104
Total	$	360	$	253	$	348	$	315

As of March 31, 2018, all derivative instruments subject to credit risk-related contingent features were in an asset position.



Credit Risk-Related Contingent Features ⁽¹⁾	December 31, 2017
Present value of liabilities subject to collateralization	$	15
Cash collateral held by third parties or in escrow	9

_____________________________


⁽¹⁾	Based on the credit rating of certain subsidiaries

Earnings and Other Comprehensive Income (Loss) — The next table presents (in millions) the pretax gains (losses) recognized in AOCL and earnings related to all derivative instruments for the periods indicated:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Effective portion of cash flow hedges
Gains (losses) recognized in AOCL
Interest rate derivatives	$	(6	)	$	7		$	(79	)	$	(213	)	$	47		$	(22	)
Cross-currency derivatives	12			15			14			12			19			12
Foreign currency derivatives	(4		)	(6		)	(15		)	(11		)	6			(15		)
Commodity derivatives	9			10			23			35			—			12
Total	$	11		$	26		$	(57	)	$	(177	)	$	72		$	(13	)
Gains (losses) reclassified from AOCL into earnings
Interest rate derivatives	$	(19	)	$	(26	)	$	(63	)	$	(81	)	$	(16	)	$	(24	)
Cross-currency derivatives	14			4			18			14			10			4
Foreign currency derivatives	(1		)	(7		)	(24		)	(3		)	1			(2		)
Commodity derivatives	10			4			13			42			(4		)	1
Total	$	4		$	(25	)	$	(56	)	$	(28	)	$	(9	)	$	(21	)
Gains (losses) recognized in earnings related to
Ineffective portion of cash flow hedges	$	4		$	(2	)	$	4		$	—
Not designated as hedging instruments:
Foreign currency derivatives	$	5		$	(6	)	$	(13	)	$	10		$	108		$	(32	)
Commodity derivatives and other	1			7			7			(11		)	9			(2		)
Total	$	6		$	1		$	(6	)	$	(1	)	$	117		$	(34	)
Pretax losses reclassified to earnings as a result of discontinuance of cash flow hedge because it was probable that the forecasted transaction would not occur	$	—		$	—		$	(16	)	$	—

AOCL is expected to decrease pretax income from continuing operations for the twelve months ended ~~September 30, 2018,~~March 31, 2019, by ~~$67~~$44 million, primarily due to interest rate derivatives.

5. FINANCING RECEIVABLES

~~Financing receivables are defined as receivables~~Receivables with contractual maturities of greater than one ~~year.~~year are considered financing receivables. The Company’s financing receivables are primarily related to amended agreements or government resolutions that are due from CAMMESA, the administrator of the wholesale electricity market in Argentina. The following table presents financing receivables by country as of the dates indicated (in millions):


	September 30, 2017		December 31, 2016		March 31, 2018		December 31, 2017
Argentina	$	216	$	236	$	174	$	177
Brazil	9		8
United States	6		20
Other	7		—		12		17
Total	$	238	$	264	$	186	$	194

Argentina — Collection of the principal and interest on these receivables is subject to various business risks and uncertainties, including, but not limited to, the operation of power plants which generate cash for payments of

these receivables, regulatory changes that could impact the timing and amount of collections, and economic conditions in Argentina. The Company monitors these risks, including the credit ratings of the Argentine government, on a quarterly basis to assess the collectability of these receivables. The Company accrues interest on these receivables once the recognition criteria have been met. The Company’s collection estimates are based on assumptions that it believes to be reasonable but are inherently uncertain. Actual future cash flows could differ from these estimates. ~~The decrease in Argentina financing receivables was primarily due to planned collections, as well as the recognition of a $15 million allowance on a non-trade receivable.~~

6. INVESTMENTS IN AND ADVANCES TO AFFILIATES

Summarized Financial Information — The following table summarizes financial information of the Company’s 50%-or-less-owned affiliates that are accounted for using the equity method (in millions):


	Nine Months Ended September 30,				Three Months Ended March 31,
50%-or-less-Owned Affiliates	2017		2016		2018		2017
Revenue	$	532	$	439	$	206	$	167
Operating margin	91		108		28		32
Net income	44		46		12		11

sPower — In February 2017, the Company and Alberta Investment Management Corporation (“AIMCo”) entered into an agreement to acquire FTP Power LLC (“sPower”). OnIn July ~~25,~~ 2017, AES closed on the acquisition

of its 48% ownership interest in sPower for $461 million. In November 2017, AES acquired an additional 2% ownership interest in sPower for $19 million. As the Company does not control sPower, it ~~was~~is accounted for as an equity method investment. The sPower portfolio includes solar and wind projects in operation, under construction, and in development located in the United States. The sPower equity method investment is reported in the US and Utilities SBU reportable segment.

Fluence — In July 2017, the Company entered into a joint venture with Siemens AG to form a global energy storage technology and services company under the name Fluence. On January 1, 2018, Siemens and AES closed on the creation of the joint venture with each party holding a 50% ownership interest. The Company contributed $7 million in cash and $20 million in non-cash assets from the AES Advancion energy storage development business as consideration for the transaction, and received an equity interest in Fluence with a fair value of $50 million. See Note 17—Held-for-sale Businesses and Dispositions for further discussion. As the Company does not control Fluence, it is accounted for as an equity method investment. The Fluence equity method investment is reported as part of Corp and Other.

7. DEBT

Recourse Debt

In ~~August 2017,~~March 2018, the Company ~~issued $500 million aggregate principal amount of 5.125% senior notes due in 2027. The Company used these proceeds to redeem at par $240~~repurchased via tender offers $671 million aggregate principal of its existing ~~LIBOR + 3.00%~~5.50% senior unsecured notes due in ~~2019~~2024 and ~~repurchased $217~~$29 million of its existing ~~8.00%~~5.50% senior unsecured notes due in ~~2020.~~2025. As a result of ~~the latter~~these transactions, the Company recognized a loss on extinguishment of debt of ~~$36~~$44 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018.

In ~~May 2017,~~March 2018, the Company ~~closed on $525 million aggregate principal LIBOR + 2.00% secured term loan due in 2022. In June 2017, the Company used these proceeds to redeem at par all $517~~issued $500 million aggregate principal of 4.00% senior notes due in 2021 and $500 million of 4.50% senior notes due in 2023. The Company used the proceeds from these issuances to repurchase via tender offer in full the $228 million balance of its ~~existing Term Convertible Securities.~~8.00% senior notes due in 2020 and the $690 million balance of its 7.375% senior notes due in 2021. As a result of ~~the latter transaction,~~these transactions, the Company recognized a loss on extinguishment of debt of $6$125 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018.

In March 2017, the Company ~~redeemed~~repurchased via tender offers $276 million aggregate principal of its existing 7.375% senior unsecured notes due in 2021 and $24 million of its existing 8.00% senior unsecured notes due in 2020. As a result of these transactions, the Company recognized a loss on extinguishment of debt of $47 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2017.

In July 2016, the Company redeemed in full the $181 million balance of its 8.00% outstanding senior unsecured notes due 2017 using proceeds from its senior secured credit facility. As a result, the Company recognized a loss on extinguishment of debt of $16 million for the three and nine months ended September 30, 2016.

In May 2016, the Company issued $500 million aggregate principal amount of 6.00% senior notes due in 2026. The Company used these proceeds to redeem at par $495 million aggregate principal of its existing LIBOR + 3.00% senior unsecured notes due 2019. As a result of the latter transaction, the Company recognized a loss on extinguishment of debt of $4 million for the nine months ended September 30, 2016.

~~In January 2016, the Company redeemed $125 million of its senior unsecured notes outstanding. The repayment included a portion of the 7.375% senior notes due in 2021~~, the 4.875% senior notes due in 2023, the 5.5% senior notes due in 2024, the 5.5% senior notes due in 2025 and the floating rate senior notes due in 2019. As a result of these transactions, the Company recognized a net gain on extinguishment of debt of $7 million for the nine months ended September 30, 2016.

Non-Recourse Debt

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, the Company’s subsidiaries had the following significant debt transactions:

Subsidiary Issuances Repayments Gain (Loss) on Extinguishment of Debt
Tietê $ 585
$ (293 ) $ (5 )
IPALCO 532

(480 ) (9 )
Southland 360
—
—
AES Argentina 307
(181 ) 65
Los Mina 278
(259 ) (4 )
Gener 243

(78 ) —
Colon 220
—
—
Eletropaulo 189

(147 ) —
Other 261
(509 ) (3 )
Total $ 2,975
$ (1,947 ) $ 44

~~Southland~~ — In June 2017, AES Southland Energy LLC closed on $2 billion of aggregate principal long-term non-recourse debt financing to fund the Southland re-powering construction projects (“the Southland financing”). The Southland financing consists of $1.5 billion senior secured notes, amortizing through 2040, and $492 million senior secured term loan, amortizing through 2027. The long term debt financing has a combined weighted average cost of approximately 4.5%. As of September 30, 2017, $360 million of the senior secured notes were outstanding under the Southland financing.



Subsidiary	Issuances		Repayments			Gain (Loss) on Extinguishment of Debt
Tietê	$	385	$	(231	)	$	—
Southland	194		—			—
Total	$	579	$	(231	)	$	—

AES Argentina — In February 2017, AES Argentina issued $300 million aggregate principal of unsecured and unsubordinated notes due in 2024. The net proceeds from this issuance were used for the prepayment of $75 million of non-recourse debt related to the construction of the San Nicolas Plant resulting in a gain on extinguishment of debt of approximately ~~$65 million.~~$65 million.

Non-Recourse Debt in Default — The current portion of non-recourse debt includes the following subsidiary debt in default as of ~~September 30, 2017~~March 31, 2018 (in millions).


Subsidiary	Primary Nature of Default	Debt in Default		Net Assets		Primary Nature of Default	Debt in Default		Net Assets
Alto Maipo (Chile)	Covenant	$	623	$	352
Alto Maipo						Covenant	$	629	$	359
AES Puerto Rico	Covenant	365		566		Covenant	334		124
AES Ilumina	Covenant	36		56		Covenant	35		16
		$	1,024				$	998

The above defaults are not payment defaults. All of the subsidiary non-recourse debt defaults were triggered by failure to comply with covenants and/or other conditions such as (but not limited to) failure to meet information covenants, complete construction or other milestones in an allocated time, meet certain minimum or maximum financial ratios, or other requirements contained in the non-recourse debt documents of the applicable subsidiary.

The AES Corporation’s recourse debt agreements include cross-default clauses that will trigger if a subsidiary or group of subsidiaries for which the non-recourse debt is in default provides more than 20% or more of the Parent Company’s total cash distributions from businesses for the four most recently completed fiscal quarters. As of ~~September 30, 2017,~~March 31, 2018, the Company ~~has~~had no defaults which ~~result~~resulted in or ~~are~~were at risk of triggering a cross-default under the recourse debt of the Parent Company. In the event the Parent Company is not in compliance with the financial covenants of its senior secured revolving credit facility, restricted payments will be limited to regular quarterly shareholder dividends at the then-prevailing rate. Payment defaults and bankruptcy defaults would preclude the making of any restricted payments.

8. COMMITMENTS AND CONTINGENCIES

Guarantees, Letters of Credit and Commitments — In connection with certain project financings, acquisitions and dispositions, power purchases and other agreements, the Parent Company has expressly undertaken limited obligations and commitments, most of which will only be effective or will be terminated upon the occurrence of future events. In the normal course of business, the Parent Company has entered into various agreements, mainly guarantees and letters of credit, to provide financial or performance assurance to third parties on behalf of AES businesses. These agreements are entered into primarily to support or enhance the creditworthiness otherwise achieved by a business on a stand-alone basis, thereby facilitating the availability of sufficient credit to accomplish their intended business purposes. Most of the contingent obligations relate to future performance commitments which the Company or its businesses expect to fulfill within the normal course of business. The expiration dates of these guarantees vary from less than one year to more than 17 years.

The following table summarizes the Parent Company’s contingent contractual obligations as of ~~September 30, 2017.~~March 31, 2018. Amounts presented in the following table represent the Parent Company’s current undiscounted exposure to guarantees and the range of maximum undiscounted potential exposure. The maximum exposure is not reduced by the amounts, if any, that could be recovered under the recourse or collateralization provisions in the guarantees.


Contingent Contractual Obligations	Amount (in millions)		Number of Agreements	Maximum Exposure Range for Each Agreement (in millions)	Amount (in millions)		Number of Agreements	Maximum Exposure Range for Each Agreement (in millions)
Guarantees and commitments	$	806	21	<$1 — 272	$	795	24	<$1 — 272
Letters of credit under the unsecured credit facility	125		5	$2 — 73	52		4	$2 — 26
Asset sale related indemnities ⁽¹⁾	27		1	$27	27		1	$27
Letters of credit under the senior secured credit facility	9		17	<$1 — 2	36		20	<$1 — 13
Total	$	967	44		$	910	49

_____________________________


⁽¹⁾	Excludes normal and customary representations and warranties in agreements for the sale of assets (including ownership in associated legal entities) where the associated risk is considered to be nominal.

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, the Company paid letter of credit fees ranging from ~~0.25%~~1.33% to ~~2.25%~~3% per annum on the outstanding amounts of letters of credit.

Contingencies

Environmental — The Company periodically reviews its obligations as they relate to compliance with environmental laws, including site restoration and remediation. ~~As of September 30, 2017~~For each period ended March 31, 2018 and December 31, ~~2016,~~2017, the Company had recognized liabilities of $9$5 million ~~and $12 million, respectively,~~ for projected environmental

remediation costs. Due to the uncertainties associated with environmental assessment and remediation activities, future costs of

compliance or remediation could be higher or lower than the amount currently accrued. Moreover, where no liability has been recognized, it is reasonably possible that the Company may be required to incur remediation costs or make expenditures in amounts that could be material but could not be estimated as of ~~September 30, 2017.~~March 31, 2018. In aggregate, the Company estimates the range of potential losses related to environmental matters, where estimable, to be up to $19 million. The amounts considered reasonably possible do not include amounts accrued as discussed above.

Litigation — The Company is involved in certain claims, suits and legal proceedings in the normal course of business. The Company accrues for litigation and claims when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The Company has recognized aggregate liabilities for all claims of approximately ~~$174~~$51 million and ~~$179~~$50 million as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, respectively. These amounts are reported on the Condensed Consolidated Balance Sheets within Accrued and other liabilities and Other noncurrent liabilities. A significant portion of these accrued liabilities relate to ~~labor~~regulatory matters and ~~employment, non-income tax and customer~~commercial disputes in international jurisdictions. Certain of the Company’s subsidiaries, principally in Brazil, are defendants in a number of labor and employment lawsuits. The complaints generally seek unspecified monetary damages, injunctive relief, or other relief. The subsidiaries have denied any liability and intend to vigorously defend themselves in all of these proceedings. There can be no assurance that these accrued liabilities will be adequate to cover all existing and future claims or that we will have the liquidity to pay such claims as they arise.

Where no accrued liability has been recognized, it is reasonably possible 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 could not be estimated as of ~~September 30, 2017.~~March 31, 2018. The material contingencies where a loss is reasonably possible primarily include claims under financing ~~agreements, including the Eletrobrás case;~~agreements; disputes with offtakers, suppliers and EPC contractors; alleged violation of monopoly laws and regulations; income tax and non-income tax matters with tax authorities; and regulatory matters. In October 2017, Eletropaulo and Eletrobrás entered into a memorandum of understanding to engage in settlement discussions. If settlement is achieved, it will be subject to the approval of the Eletropaulo Board of Directors and the majority of non-AES board members of Eletropaulo. As such, no contingency has been recorded as it does not meet the criteria under ASC 450. In aggregate, the Company estimates the range of potential losses, where estimable, related to these reasonably possible material contingencies to be between ~~$1.6 billion~~$139 million and ~~$1.9 billion.~~$172 million. The amounts considered reasonably possible do not include the amounts accrued, as discussed above. These material contingencies do not include income tax-related contingencies which are considered part of our uncertain tax positions.

9. ~~PENSION PLANS~~

~~Total pension cost and employer contributions were as follows for the periods indicated (in millions):~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
U.S. Foreign U.S. Foreign U.S. Foreign U.S. Foreign
Service cost $ 3
$ 4
$ 3
$ 3
$ 10
$ 11
$ 9
$ 9
Interest cost 10
99
10
92
31
296
30
255
Expected return on plan assets (17 ) (73 ) (17 ) (59 ) (52 ) (219 ) (50 ) (164 )
Amortization of prior service cost 1
—
2
—
4
—
6
—
Amortization of net loss 5
10
5
5
14
31
14
14
Curtailment loss recognized —
—
—
—
4
—
—
—
Total pension cost $ 2
$ 40
$ 3
$ 41
$ 11
$ 119
$ 9
$ 114

Nine Months Ended
September 30, 2017 Remainder of 2017 (Expected)
U.S. Foreign U.S. Foreign
Total employer contributions $ 14
$ 118
$ —
$ 41

~~10.~~ REDEEMABLE STOCK OF SUBSIDIARIES

The following table summarizes the Company’s redeemable stock of subsidiaries balances as of the periods indicated (in millions):


	September 30, 2017		December 31, 2016		March 31, 2018		December 31, 2017
IPALCO common stock	$	618	$	618	$	618	$	618
Eletropaulo preferred stock	152		—
Colon quotas ⁽¹⁾	137		100		173		159
IPL preferred stock	60		60		60		60
Other common stock	—		4
Redeemable stock of subsidiaries	$	967	$	782	$	851	$	837

_____________________________


⁽¹⁾	Characteristics of quotas are similar to common stock.

~~Eletropaulo~~ — In September 2017, Eletropaulo obtained shareholder approval for the transfer of Eletropaulo’s shares to Novo Mercado, which is a listing segment of the Brazilian stock exchange with the highest standards of corporate governance. Certain preferred shareholders who did not vote in favor of the share transfer to the Novo Mercado have withdrawal rights which allow the shareholder to receive a cash payment for tendering their shares to Eletropaulo over a 30-day withdrawal rights window that expired on October 30, 2017. Due to these withdrawal rights, these shares were probable of becoming redeemable as of September 30, 2017 and the corresponding non-controlling interest was reclassified to temporary equity.

Colon — Our partner in Colon made capital contributions of ~~$30 million and $106~~$10 million during the ~~nine~~three months ended ~~September 30, 2017 and 2016, respectively.~~March 31, 2018. No capital contributions were made during the three months ended March 31, 2017. Any subsequent adjustments to allocate earnings and dividends to our partner, or measure the investment at fair value, will be classified as temporary equity each reporting period as it is probable that the shares will become redeemable.

~~IPALCO~~ — In March 2016, CDPQ exercised its final purchase option by investing $134 million in IPALCO. The company also recognized an increase to additional paid-in capital and a reduction to retained earnings of $84 million for the excess of the fair value of the shares over their book value. In June 2016, CDPQ contributed an additional $24 million to IPALCO. Any subsequent adjustments to allocate earnings and dividends to CDPQ will be classified as NCI within permanent equity as it is not probable that the shares will become redeemable.

~~11.~~10. EQUITY

Changes in Equity — The following table is a reconciliation of the beginning and ending equity attributable to stockholders of The AES Corporation, NCI and total equity as of the periods indicated (in millions):


	Nine Months Ended September 30, 2017									Nine Months Ended September 30, 2016									Three Months Ended March 31, 2018									Three Months Ended March 31, 2017
	The Parent Company Stockholders’ Equity			NCI			Total Equity			The Parent Company Stockholders’ Equity			NCI			Total Equity			The Parent Company Stockholders’ Equity			NCI			Total Equity			The Parent Company Stockholders’ Equity			NCI			Total Equity
Balance at the beginning of the period	$	2,794		$	2,906		$	5,700		$	3,149		$	3,022		$	6,171		$	2,465		$	2,380		$	4,845		$	2,794		$	2,906		$	5,700
Net income (loss) ⁽¹⁾	181			328			509			(181		)	97			(84		)	684			93			777			(24		)	122			98
Total foreign currency translation adjustment, net of income tax	117			10			127			179			53			232			3			6			9			61			10			71
Total change in derivative fair value, net of income tax	5			3			8			(52		)	(63		)	(115		)	44			23			67			12			3			15
Total pension adjustments, net of income tax	1			19			20			3			7			10			2			—			2			(1		)	7			6
Cumulative effect of a change in accounting principle ⁽²⁾	31			—			31			—			—			—			86			81			167			31			—			31
Fair value adjustment ⁽³⁾	(19		)	—			(19		)	(4		)	—			(4		)	(6		)	—			(6		)	—			—			—
Disposition of businesses(4)	—			—			—			—			18			18			—			(249		)	(249		)	—			—			—
Distributions to noncontrolling interests	—			(261		)	(261		)	(2		)	(293		)	(295		)	—			(9		)	(9		)	—			(19		)	(19		)
Contributions from noncontrolling interests	—			17			17			—			23			23			—			1			1			—			17			17
Dividends declared on common stock	(158		)	—			(158		)	(144		)	—			(144		)	(86		)	—			(86		)	(79		)	—			(79		)
Purchase of treasury stock	—			—			—			(79		)	—			(79		)
Issuance and exercise of stock-based compensation benefit plans	12			—			12			15			—			15
Issuance and exercise of stock-based compensation																			1			—			1			1			—			1
Sale of subsidiary shares to noncontrolling interests	22			47			69			—			17			17			—			1			1			(4		)	22			18
Acquisition of subsidiary shares from noncontrolling interests	200			(85		)	115			(2		)	(3		)	(5		)	—			—			—			200			67			267
Less: Net loss attributable to redeemable stock of subsidiaries	—			9			9			—			8			8			—			5			5			—			3			3
Balance at the end of the period	$	3,186		$	2,993		$	6,179		$	2,882		$	2,886		$	5,768		$	3,193		$	2,332		$	5,525		$	2,991		$	3,138		$	6,129

_____________________________

⁽¹⁾

Net income attributable to noncontrolling interest of ~~$337~~$98 million and net loss attributable to redeemable stocks of subsidiaries of $9$5 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. Net income attributable to noncontrolling interest of ~~$105~~$125 million and net loss attributable to redeemable stock of subsidiaries of $8$3 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2017.


⁽²⁾	See Note 1—Financial Statement Presentation, New Accounting Standards Adopted for further information.


⁽³⁾	Adjustment to record the of redeemable stock of Colon at fair value.


⁽⁴⁾	See Note 17—Held-for-Sale Businesses and Dispositions for further information.

Equity Transactions with Noncontrolling Interests

~~Dominican Republic~~ — On September 28, 2017, Linda Group, an investor-based group in the Dominican Republic acquired an additional 5% of our Dominican Republic business for $60 million, pre tax. This transaction resulted in a net increase of $25 million to the Company’s additional paid-in capital and noncontrolling interest, respectively. No gain or loss was recognized in net income as the sale was not considered a sale of in-substance real estate. As the Company maintained control after the sale, our businesses in the Dominican Republic continue to be consolidated by the Company within the MCAC SBU reportable segment.

Alto Maipo — On March 17, 2017, AES Gener completed the legal and financial restructuring of Alto Maipo. As part of this restructuring, AES indirectly acquired the 40% ownership interest of the noncontrolling shareholder, for a de minimis payment, and sold a 6.7% interest in the project to the construction contractor. This transaction resulted in a $196 million increase to the Parent Company’s Stockholders’ Equity due to an increase in additional-paid-in capital of $229 million, offset by the reclassification of accumulated other comprehensive losses from NCI to the Parent Company Stockholders’ Equity of $33 million. No gain or loss was recognized in net income as the sale was not considered to be a sale of in-substance real estate. After completion of the sale, the Company has an effective 62% economic interest in Alto Maipo. As the Company maintained control of the partnership after the sale, Alto Maipo continues to be consolidated by the Company within the ~~Andes SBU reportable segment.~~

~~Jordan~~ — On February 18, 2016, the Company completed the sale of 40% of its interest in a wholly owned subsidiary in Jordan which owns a controlling interest in the Jordan IPP4 gas-fired plant, for $21 million. The transaction was accounted for as a sale of in-substance real estate and a pretax gain of $4 million, net of transaction costs, was recognized in net income. The cash proceeds from the sale are reflected in ~~Proceeds from the sale of businesses, net of cash sold, and equity investments~~ on the Consolidated Statement of Cash Flows for the period ended September 30, 2016. After completion of the sale, the Company has a 36% economic interest in Jordan IPP4 and will continue to manage and operate the plant, with 40% owned by Mitsui Ltd. and 24% owned by Nebras Power Q.S.C. As the Company maintained control after the sale, Jordan IPP4 continues to be consolidated by the Company within the Eurasia SBU reportable segment.

~~Deconsolidations~~

~~UK Wind~~ — During the second quarter of 2016, the Company determined it no longer had control of its wind development projects in the United Kingdom (“UK Wind”) as the Company no longer held seats on the board of directors. In accordance with the accounting guidance, UK Wind was deconsolidated and a loss on deconsolidation of $20 million was recorded to ~~Gain (loss) on disposal and sale of businesses~~ ~~in the Condensed Consolidated Statement of Operations to write off the Company’s noncontrolling interest in the project. The UK Wind projects were reported in the Eurasia~~South America SBU reportable segment.

Accumulated Other Comprehensive Loss — The following table summarizes the changes in AOCL by component, net of tax and NCI, for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 (in millions):


	Foreign currency translation adjustment, net			Unrealized derivative gains (losses), net			Unfunded pension obligations, net			Total			Foreign currency translation adjustment, net			Unrealized derivative gains (losses), net			Unfunded pension obligations, net			Total
Balance at the beginning of the period	$	(2,147	)	$	(323	)	$	(286	)	$	(2,756	)	$	(1,486	)	$	(333	)	$	(57	)	$	(1,876	)
Other comprehensive income (loss) before reclassifications	19			(35		)	(3		)	(19		)
Other comprehensive income before reclassifications													19			37			—			56
Amount reclassified to earnings	98			40			4			142			(16		)	7			2			(7		)
Other comprehensive income	117			5			1			123			3			44			2			49
Reclassification from NCI due to Alto Maipo Restructuring	—			(33		)	—			(33		)
Cumulative effect of a change in accounting principle													—			19			—			19
Balance at the end of the period	$	(2,030	)	$	(351	)	$	(285	)	$	(2,666	)	$	(1,483	)	$	(270	)	$	(55	)	$	(1,808	)

Reclassifications out of AOCL are presented in the following table. Amounts for the periods indicated are in millions and those in parenthesis indicate debits to the Condensed Consolidated Statements of Operations:


Details About AOCL Components		Affected Line Item in the Condensed Consolidated Statements of Operations	Three Months Ended September 30,						Nine Months Ended September 30,
Details About AOCL Components			2017			2016			2017			2016
AOCL Components																Affected Line Item in the Condensed Consolidated Statements of Operations	Three Months Ended March 31,
AOCL Components																	2018			2017
Foreign currency translation adjustment, net	Foreign currency translation adjustment, net														Foreign currency translation adjustment, net
		Loss on disposal and sale of businesses	$	—		$	—		$	(98	)	$	—			Gain on disposal and sale of businesses	$	16		$	(3	)
		Net income (loss) attributable to The AES Corporation	$	—		$	—		$	(98	)	$	—			Net income (loss) attributable to The AES Corporation	$	16		$	(3	)
Unrealized derivative gains (losses), net	Unrealized derivative gains (losses), net														Unrealized derivative gains (losses), net
		Non-regulated revenue	$	12		$	20		$	22		$	94			Non-regulated revenue	$	(4	)	$	10
		Non-regulated cost of sales	(2		)	(17		)	(11		)	(54		)		Non-regulated cost of sales	(1		)	(10		)
		Interest expense	(20		)	(25		)	(63		)	(86		)		Interest expense	(15		)	(23		)
		Foreign currency transaction gains (losses)	14			(3		)	(4		)	18				Foreign currency transaction losses	11			2
		Income (loss) from continuing operations before taxes and equity in earnings of affiliates	4			(25		)	(56		)	(28		)		Income from continuing operations before taxes and equity in earnings of affiliates	(9		)	(21		)
		Income tax benefit (expense)	(5		)	4			6			5				Income tax expense	(1		)	1
		Loss from continuing operations	(1		)	(21		)	(50		)	(23		)		Income from continuing operations	(10		)	(20		)
		Less: Net loss from operations attributable to noncontrolling interests and redeemable stock of subsidiaries	1			5			10			4				Less: Net income from operations attributable to noncontrolling interests and redeemable stock of subsidiaries	3			—
		Net income (loss) attributable to The AES Corporation	$	—		$	(16	)	$	(40	)	$	(19	)		Net income (loss) attributable to The AES Corporation	$	(7	)	$	(20	)
Amortization of defined benefit pension actuarial loss, net	Amortization of defined benefit pension actuarial loss, net														Amortization of defined benefit pension actuarial loss, net
		Regulated cost of sales	$	(10	)	$	(4	)	$	(30	)	$	(13	)		General and administrative expenses	$	(1	)	$	1
		General and administrative expenses	—			—			1			—				Income from continuing operations before taxes and equity in earnings of affiliates	(1		)	1
		Other expense	(1		)	—			(1		)	—				Income from continuing operations	(1		)	1
		Loss from continuing operations before taxes and equity in earnings of affiliates	(11		)	(4		)	(30		)	(13		)		Net income (loss) from operations of discontinued businesses	(1		)	(7		)
		Income tax benefit	4			2			10			4				Net income	(2		)	(6		)
		Loss from continuing operations	(7		)	(2		)	(20		)	(9		)		Less: Net income from discontinued operations attributable to noncontrolling interest	—			5
		Net loss from disposal and impairments of discontinued businesses	—			(1		)	—			(1		)		Net income (loss) attributable to The AES Corporation	$	(2	)	$	(1	)
		Net loss	(7		)	(3		)	(20		)	(10		)
		Less: Net loss from operations attributable to noncontrolling interests and redeemable stock of subsidiaries	6			2			16			7
		Net income (loss) attributable to The AES Corporation	$	(1	)	$	(1	)	$	(4	)	$	(3	)
Total reclassifications for the period, net of income tax and noncontrolling interests	Total reclassifications for the period, net of income tax and noncontrolling interests		$	(1	)	$	(17	)	$	(142	)	$	(22	)	Total reclassifications for the period, net of income tax and noncontrolling interests		$	7		$	(24	)

Common Stock Dividends — The Parent Company paid dividends of ~~$0.12~~$0.13 per outstanding share to its common stockholders during the first ~~second and third quarters~~quarter of ~~2017~~2018 for dividends declared in December ~~2016, February 2017, and July 2017, respectively.~~2017.

On ~~October 6, 2017,~~February 23, 2018, the Board of Directors declared a quarterly common stock dividend of ~~$0.12~~$0.13 per share payable on ~~November~~May 15, ~~2017,~~2018, to shareholders of record at the close of business on ~~November~~May 1, ~~2017.~~2018.

~~12.~~11. SEGMENTS

The segment reporting structure uses the Company’s management reporting structure as its foundation to reflect how the Company manages the businesses internally and is organized by geographic regions which provides a socio-political-economic understanding of our business. During the ~~third~~first quarter of ~~2017,~~2018, the ~~Europe~~Andes and ~~Asia~~Brazil SBUs were merged in order to leverage scale and are now reported together as part of the ~~Eurasia~~South America SBU. Further, Puerto Rico and El Salvador businesses, formerly part of the MCAC SBU, were combined with the US SBU, which is now reported as the US and Utilities SBU. The management reporting structure is organized by ~~five~~four SBUs led by our President and Chief Executive Officer: US ~~Andes, Brazil,~~and Utilities, South America, MCAC, and Eurasia SBUs. Using the accounting guidance on segment reporting, the Company determined that ~~it has five~~its four operating ~~and five~~segments are aligned with its four reportable segments corresponding to its SBUs. All prior period results have been retrospectively revised to reflect the new segment reporting structure.

Corporate and Other — ~~Corporate~~The results of the Fluence equity affiliate are included in “Corporate and Other.” Also included are corporate overhead costs which are not directly associated with the operations of our ~~five~~four reportable segments, ~~are included in “Corporate~~ and ~~Other.” Also included are~~ certain intercompany charges such as self-insurance premiums which are fully eliminated in consolidation.

The Company uses Adjusted PTC as its primary segment performance measure. Adjusted PTC, a non-GAAP measure, is defined by the Company as ~~pretax~~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 related to derivative ~~transactions;~~transactions and equity securities; (b) unrealized foreign currency gains or losses; (c) gains, or losses and associated benefits and costs due to dispositions and acquisitions of business interests, including early plant ~~closures, and the tax impact from the repatriation of sales proceeds;~~closures; (d) losses due to impairments; ~~and~~ (e) gains, losses and costs due to the early retirement of ~~debt.~~debt; and (f) costs directly associated with a major restructuring program, including, but not limited to, workforce reduction efforts, relocations, and office consolidation. 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. The Company has concluded that Adjusted PTC 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. Additionally, given its large number of businesses and complexity, the Company ~~has~~ concluded that Adjusted PTC is a more

transparent measure that better assists investors in determining which businesses have the greatest impact on the Company’s results.

Revenue and Adjusted PTC are presented before inter-segment eliminations, which includes the effect of intercompany transactions with other segments except for interest, charges for certain management fees, and the write-off of intercompany balances, as applicable. All intra-segment activity has been eliminated within the segment. Inter-segment activity has been eliminated within the total consolidated results.

The following tables present financial information by segment for the periods indicated (in millions):



	Three Months Ended March 31,
Total Revenue	2018			2017
US and Utilities SBU	$	1,027		$	1,047
South America SBU	895			747
MCAC SBU	408			348
Eurasia SBU	419			429
Corporate and Other	9			14
Eliminations	(18		)	(4		)
Total Revenue	$	2,740		$	2,581

Three Months Ended September 30, Nine Months Ended September 30,
Total Revenue 2017 2016 2017 2016
US SBU $ 852
$ 916
$ 2,445
$ 2,582
Andes SBU 689
667
1,979
1,864
Brazil SBU 1,085
1,027
3,106
2,761
MCAC SBU 630
547
1,851
1,596
Eurasia SBU 380
386
1,204
1,249
Corporate and Other 9
6
29
8
Eliminations (13 ) (7 ) (20 ) (18 )
Total Revenue $ 3,632
$ 3,542
$ 10,594
$ 10,042



	Three Months Ended March 31,
Total Adjusted PTC	2018			2017
Income from continuing operations before taxes and equity in earnings of affiliates	$	998		$	157
Add: Net equity in earnings of affiliates	11			7
Less: Income from continuing operations before taxes, attributable to noncontrolling interests	(126		)	(168		)
Pre-tax contribution	883			(4		)
Unrealized derivative and equity securities losses (gains)	12			(1		)
Unrealized foreign currency gains	(3		)	(9		)
Disposition/acquisition losses (gains)	(778		)	52
Impairment expense	—			168
Losses (gains) on extinguishment of debt	171			(16		)
Restructuring costs	3			—
Total Adjusted PTC	$	288		$	190

Three Months Ended September 30, Nine Months Ended September 30,
Total Adjusted PTC 2017 2016 2017 2016
Reconciliation from Income from Continuing Operations before Taxes and Equity In Earnings of Affiliates:
Income from continuing operations before taxes and equity in earnings of affiliates $ 347
$ 294
$ 746
$ 445
Add: Net equity in earnings of affiliates 24
11
33
25
Less: Income from continuing operations before taxes, attributable to noncontrolling interests (148 ) (82 ) (454 ) (196 )
Pretax contribution 223
223
325
274
Unrealized derivative losses (gains) (8 ) 5
(7 ) 1
Unrealized foreign currency transaction losses (gains) (21 ) 3
(54 ) 12
Disposition/acquisition losses (gains) 1
(3 ) 107
(5 )
Impairment expense 2
24
264
309
Losses on extinguishment of debt 48
20
43
26
Total Adjusted PTC $ 245
$ 272
$ 678
$ 617

Three Months Ended September 30, Nine Months Ended September 30,
Total Adjusted PTC 2017 2016 2017 2016
US SBU $ 129
$ 114
$ 240
$ 257
Andes SBU 62
134
232
279
Brazil SBU 12
6
64
18
MCAC SBU 98
74
256
197
Eurasia SBU 61
46
218
197
Corporate and Other (117 ) (102 ) (332 ) (331 )
Total Adjusted PTC $ 245
$ 272
$ 678
$ 617



	Three Months Ended March 31,
Total Adjusted PTC	2018			2017
US and Utilities SBU	$	120		$	61
South America SBU	136			127
MCAC SBU	53			46
Eurasia SBU	83			77
Corporate and Other	(104		)	(121		)
Total Adjusted PTC	$	288		$	190


Total Assets	September 30, 2017		December 31, 2016		March 31, 2018		December 31, 2017
US SBU	$	10,104	$	9,333
Andes SBU	9,339		8,971
Brazil SBU	7,416		6,448
US and Utilities SBU					$	11,633	$	11,297
South America SBU					11,113		10,874
MCAC SBU	5,640		5,162		4,322		4,087
Eurasia SBU	5,938		5,777		4,855		4,557
Assets of held-for-sale businesses	76		—
Assets of discontinued operations and held-for-sale businesses					358		2,034
Corporate and Other	321		428		292		263
Total Assets	$	38,834	$	36,119	$	32,573	$	33,112

12. REVENUE

Revenue is earned from the sale of electricity from our utilities and the production and sale of electricity and capacity from our generation facilities. Revenue is recognized upon the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities.

Utilities— Our utilities sell electricity directly to end-users, such as homes and businesses, and bill customers directly. The majority of our utility contracts have a single performance obligation, as the promises to transfer energy, capacity, and other distribution and/or transmission services are not distinct. Additionally, as the performance obligation is satisfied over time as energy is delivered, and the same method is used to measure progress, the performance obligation meets the criteria to be considered a series. Utility revenue is classified as regulated on the Condensed Consolidated Statements of Operations.

In exchange for the right to sell or distribute electricity in a service territory, our utility businesses are subject to government regulation. This regulation sets the framework for the prices (“tariffs”) that our utilities are allowed to charge customers for electricity. Since tariffs are determined by the regulator, the price that our utilities have the right to bill corresponds directly with the value to the customer of the utility's performance completed in each period. The Company also has some month-to-month contracts. Revenue under these contracts is recognized using an output method measured by the MWh delivered each month, which best depicts the transfer of goods or services to the customer, at the approved tariff.

The Company has businesses where it sells and purchases power to and from ISOs and RTOs. Our utility businesses generally purchase power to satisfy the demand of customers that is not contracted through separate PPAs. In these instances, the Company accounts for these transactions on a net hourly basis because the transactions are settled on a net hourly basis. In limited situations, a utility customer may choose to receive generation services from a third-party provider, in which case the Company may serve as a billing agent for the provider and recognize revenue on a net basis.

Generation — Most of our generation fleet sells electricity under contracts to customers such as utilities, industrial users, and other intermediaries. Our generation contracts, based on specific facts and circumstances, can have one or more performance obligations as the promise to transfer energy, capacity, and other services may or may not be distinct depending on the nature of the market and terms of the contract. Similar to our utilities businesses, as the performance obligations are generally satisfied over time and use the same method to measure progress, the performance obligations meet the criteria to be considered a series. In measuring progress toward satisfaction of a performance obligation, the Company applies the "right to invoice" practical expedient when available, and recognizes revenue in the amount to which the Company has a right to consideration from a customer that corresponds directly with the value of the performance completed to date. Revenue from generation businesses is classified as non-regulated on the Condensed Consolidated Statements of Operations.

For contracts determined to have multiple performance obligations, we allocate revenue to each performance obligation based on its relative standalone selling price using a market or expected cost plus margin approach. Additionally, the Company allocates variable consideration to one or more, but not all, distinct goods or services that form part of a single performance obligation when (1) the variable consideration relates specifically to the efforts to transfer the distinct good or service and (2) the variable consideration depicts the amount to which the Company expects to be entitled in exchange for transferring the promised good or service to the customer.

Revenue from generation contracts is recognized using an output method, as energy and capacity delivered best depicts the transfer of goods or services to the customer. Performance obligations including energy or ancillary services (such as operations and maintenance and dispatch services) are generally measured by the MWh delivered. Capacity, which is a stand-ready obligation to deliver energy when required by the customer, is measured using MWs. In certain contracts, if plant availability exceeds a contractual target, the Company may receive a performance bonus payment, or if the plant availability falls below a guaranteed minimum target, we may incur a non-availability penalty. Such bonuses or penalties represent a form of variable consideration and are estimated and recognized when it is probable that there will not be a significant reversal.

In assessing whether variable quantities are considered variable consideration or an option to acquire additional goods and services, the Company evaluates the nature of the promise and the legally enforceable rights in the contract. In some contracts, such as requirement contracts, the legally enforceable rights merely give the customer a right to purchase additional goods and services which are distinct. In these contracts, the customer's action results in a new obligation, and the variable quantities are considered an option.

When energy or capacity is sold or purchased in the spot market or to ISOs, the Company assesses the facts and circumstances to determine gross versus net presentation of spot revenues and purchases. Generally, the nature of the performance obligation is to sell surplus energy or capacity above contractual commitments, or to purchase energy or capacity to satisfy deficits. Generally, on an hourly basis, a generator is either a net seller or a net buyer in terms of the amount of energy or capacity transacted with the ISO. In these situations, the Company recognizes revenue for the hours where the generator is a net seller and cost of sales for the hours where the generator is a net buyer.

Certain generation contracts contain operating leases where capacity payments are generally considered the lease elements. In such cases, the allocation between the lease and non-lease elements is made at the inception of the lease following the guidance in ASC 840. Minimum lease payments from such contracts are recognized as revenue on a straight-line basis over the lease term whereas contingent rentals are recognized when earned. Lease revenue is presented separately from revenue from contracts with customers below.

The following table presents our revenue from contracts with customers and other revenue for the period ended March 31, 2018 (in millions):



	US and Utilities SBU		South America SBU		MCAC SBU		Eurasia SBU		Corp and Other/ Eliminations			Total
Regulated Revenue
Revenue from contracts with customers	$	711	$	—	$	—	$	—	$	—		$	711
Other regulated revenue	11		—		—		—		—			11
Total regulated revenue	$	722	$	—	$	—	$	—	$	—		$	722
Non-Regulated Revenue
Revenue from contracts with customers	$	208	$	894	$	387	$	331	$	(9	)	$	1,811
Other non-regulated revenue ⁽¹⁾	97		1		21		88		—			207
Total non-regulated revenue	$	305	$	895	$	408	$	419	$	(9	)	$	2,018
Total revenue	$	1,027	$	895	$	408	$	419	$	(9	)	$	2,740

_____________________________


⁽¹⁾	Other non-regulated revenue primarily includes lease and derivative revenue not accounted for under ASC 606.

Contract Balances — The timing of revenue recognition, billings, and cash collections results in accounts receivable and contract liabilities. Accounts receivable represent unconditional rights to consideration and consist of both billed amounts and unbilled amounts typically resulting from sales under long-term contracts when revenue recognized exceeds the amount billed to the customer. We bill both generation and utilities customers on a contractually agreed-upon schedule, typically at periodic intervals (e.g., monthly). The calculation of revenue earned but not yet billed is based on the number of days not billed in the month, the estimated amount of energy delivered during those days and the estimated average price per customer class for that month.

Our contract liabilities consist of deferred revenue which is classified as current or noncurrent based on the timing of when we expect to recognize revenue. The current portion of our contract liabilities is reported in Accrued and other liabilities and the noncurrent portion is reported in Other noncurrent liabilities on the Condensed Consolidated Balance Sheets. The contract liabilities from contracts with customers were $110 million and $115 million as of March 31, 2018 and January 1, 2018, respectively.

Of the $115 million of contract liabilities reported at January 1, 2018, $22 million was recognized as revenue during the period ended March 31, 2018.

A significant financing arrangement exists for our Mong Duong plant in Vietnam. The plant was constructed under a build, operate, and transfer contract and will be transferred to the Vietnamese government after the completion of a 25 year PPA. The performance obligation to construct the facility was substantially completed in 2015. Approximately $1.5 billion of contract consideration related to the construction, but not yet collected through the 25 year PPA, was recorded as a loan receivable as of March 31, 2018.

Remaining Performance Obligations — The transaction price allocated to remaining performance obligations represents future consideration for unsatisfied (or partially unsatisfied) performance obligations at the end of the reporting period. As of March 31, 2018, the aggregate amount of transaction price allocated to remaining performance obligations was $21 million, primarily consisting of fixed consideration for the sale of renewable energy credits (RECs) in long-term contracts in the U.S. We expect to recognize revenue on approximately one-quarter of the remaining performance obligations in 2018, with the remainder recognized thereafter. The Company has elected to apply the optional disclosure exemptions under ASC 606. Therefore, the amount above excludes contracts with an original length of one year or less, contracts for which we recognize revenue based on the amount we have the right to invoice for services performed, and variable consideration allocated entirely to a wholly unsatisfied performance obligation when the consideration relates specifically to our efforts to satisfy the performance obligation and depicts the amount to which we expect to be entitled. As such, consideration for energy is excluded from the amounts above as the variable consideration relates to the amount of energy delivered and reflects the value the Company expects to receive for the energy transferred. Estimates of revenue expected to be recognized in future periods also exclude unexercised customer options to purchase additional goods or services that do not represent material rights to the customer.

13. OTHER INCOME AND EXPENSE

Other income generally includes gains on asset sales and liability extinguishments, favorable judgments on contingencies, gains on contract terminations, allowance for funds used during construction and other income from miscellaneous transactions. Other expense generally includes losses on asset sales and dispositions, losses on

legal contingencies, defined benefit plan non-service costs, and losses from other miscellaneous transactions. The components are summarized as follows (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2017		2016		2017		2016			2018		2017
Other Income	Legal settlements ⁽¹⁾	$	—	$	—	$	60	$	—	Legal settlements ⁽¹⁾	$	—	$	60
	Allowance for funds used during construction (US Utilities)	7		8		20		22		Allowance for funds used during construction (US Utilities)	5		7
	Gain on sale of assets	2		—		3		3		Other	8		6
	Other	9		10		22		18		Total other income	$	13	$	73
	Total other income	$	18	$	18	$	105	$	43

Other Expense	Loss on sale and disposal of assets	$	16	$	12	$	54	$	26	Loss on sale and disposal of assets	$	2	$	21
	Water rights write-off	15		—		18		7		Defined benefit plan non-service costs ⁽²⁾	5		3
	Allowance for other receivables ⁽²⁾	15		—		15		—		Other	2		—
	Legal contingencies and settlements	1		1		2		5		Total other expense	$	9	$	24
	Other	—		—		6		4
	Total other expense	$	47	$	13	$	95	$	42

_____________________________


⁽¹⁾	In December 2016, the Company and YPF entered into a settlement agreement in which all parties agreed to give up any and all legal action related to gas supply contracts that were terminated in 2008 and have been in dispute since 2009. In January 2017, the YPF board approved the agreement and paid the Company $60 million, thereby resolving all uncertainties around the dispute.

⁽²⁾

~~During~~As of January 1, 2018, the ~~third quarter~~Company retrospectively adopted ASU 2017-07, Compensation —Retirement Benefits. As such, $3 million of non-service costs associated with defined benefit plans for the three months ended March 31, 2017 ~~we recognized a full allowance on a non-trade receivable in Andes due~~were reclassified from Cost of Sales to ~~collection uncertainties.~~Other Expense.

14. ASSET IMPAIRMENT EXPENSE

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2017 2016 2017 2016
Kazakhstan Hydroelectric $ 2
$ —
$ 92
$ —
Kazakhstan CHPs —
—
94
—
Buffalo Gap I —
78
—
78
DPL —
—
66
235
Tait Energy Storage —
—
8
—
Buffalo Gap II —
—
—
159
Other —
1
—
1
Total $ 2
$ 79
$ 260
$ 473

~~Kazakhstan Hydroelectric~~ — In April 2017, the Republic of Kazakhstan stated the concession would not be extended for Shulbinsk HPP and Ust-Kamenogorsk HPP, two hydroelectric plants in Kazakhstan, and initiated the process to transfer these plants back to the government. The fair value of the asset groupThere was ~~determined to be below carrying value. As a result, the Company recognized~~no asset impairment expense ~~of $92 million during~~for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The ~~Kazakhstan hydroelectric plants are reported in~~following table summarizes the ~~Eurasia SBU reportable segment. See Note 16—Held-for-Sale Businesses and Dispositions~~ ~~of this Form 10-Q~~asset impairment expense for ~~further information.~~the three months ended March 31, 2017:



(in millions)	Three Months Ended March 31, 2017
Kazakhstan CHPs	$	94
DPL	66
Other	8
Total	$	168

DPL — OnIn March ~~17,~~ 2017, the ~~board~~Board of ~~directors~~Directors of DPL approved the retirement of the DPL operated and co-owned Stuart ~~Station~~ coal-fired and diesel-fired generating units, and the Killen ~~Station~~ coal-fired generating unit and combustion turbine on or before June 1, 2018. The Company performed ~~a long-lived asset~~an impairment analysis and determined that the carrying amounts of the facilities were not recoverable. The Stuart ~~Station~~ and Killen ~~Station~~asset groups were determined to have fair values of $3 million and $8 million, respectively, using the income approach. As a result, the Company recognized a total asset impairment expense of $66 million. DPL is reported in the US and Utilities SBU reportable segment.

During the second quarter of 2016, the Company tested the recoverability of its long-lived generation assets at DPL. Uncertainty created by the Supreme Court of Ohio’s June 20, 2016 opinion, lower expectations of future revenue resulting from the most recent PJM capacity auction, and higher anticipated environmental compliance costs resulting from third party studies were collectively determined to be an impairment indicator for these assets. The Company performed a long-lived asset impairment analysis and determined that the carrying amount of Killen, a coal-fired generation facility, and certain DPL peaking generation facilities were not recoverable. The Killen and DPL peaking generation asset groups were determined to have a fair value of $84 million and $5 million, respectively, using the income approach. As a result, the Company recognized a total asset impairment expense of $235 million. DPL is reported in the US SBU reportable segment.

Kazakhstan CHPs — In January 2017, the Company entered into an agreement for the sale of Ust-Kamenogorsk CHP and Sogrinsk CHP, its combined heating and power coal plants in Kazakhstan. ~~The fair~~Upon meeting the held-for-sale criteria in the first quarter of 2017, the Company performed an impairment analysis and determined that the carrying value of the ~~Kazakhstan~~ asset group of $171 million, which included cumulative translation losses of $92 million, was ~~determined~~greater than its fair value less costs to ~~be below carrying value.~~sell of $29 million. As a result, the Company recognized asset

impairment expense of $94 million ~~during~~limited to the ~~three months ended March 31, 2017.~~carrying value of the long-lived assets. The Company completed the sale of its interest in the Kazakhstan CHP plants onin April 7, 2017. Prior to their sale, the plants were reported in the Eurasia SBU reportable segment.

15. INCOME TAXES

The Company’s provision for income taxes is based on the estimated annual effective tax rate, plus discrete items. The effective tax rates for the three months ended March 31, 2018 and 2017 were 23% and 43%, respectively. The difference between the Company’s effective tax rates for the three months ended March 31, 2018 and 2017 and the U.S. statutory tax rates of 21% and 35%, respectively, primarily relates to U.S. taxes on foreign earnings, foreign tax rate differentials, and nondeductible expenses.

The Tax Cuts and Jobs Act (“The 2017 Act”) was enacted on December 22, 2017. The 2017 Act reduced the U.S. federal corporate income tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and created new taxes on certain foreign

sourced earnings. We are applying the guidance in Staff Accounting Bulletin No. 118 (“SAB 118”) when accounting for the enactment-date effect of the 2017 Act. We recognized a reasonable estimate of the tax effects of the 2017 Act as of December 31, 2017. However, as of March 31, 2018, our accounting is not complete. We will continue to refine our calculations as additional analysis is completed. Our estimates may also be affected as we gain a more thorough understanding of the tax law. The changes could be material to income tax expense.

In the first quarter of 2018, the Company completed the sale of its entire 51% equity interest in Masinloc, resulting in pre-tax gain of approximately $777 million. The sale resulted in approximately $155 million of discrete tax expense in the U.S. under the new GILTI provision, which subjects the earnings of foreign subsidiaries to current U.S. taxation to the extent those earnings exceed an allowable return. See Note ~~16—~~17—Held-for-Sale Businesses and Dispositions ~~of this Form 10-Q~~ for ~~further information.~~

~~Buffalo Gap I~~ — During the third quarter of 2016, the Company tested the recoverability of its long-lived assets at Buffalo Gap I. As a result of decreases in wind production, management underwent a process to enhance the methodology for forecasting wind dispatch. The change in management’s estimate of dispatch resulted in lower forecasted revenues from September 2016 through the enddetails of the asset group’s useful life. The Company determined that the carrying amount of the Buffalo Gap I asset group was not recoverable. The Buffalo Gap I asset group was determined to have a fair value of $35 million using the income approach. As a result, the Company recognized an asset impairment expense of $78 million ($23 million attributable to AES). Buffalo Gap I is reported in the US SBU reportable segment.

~~Buffalo Gap II~~ — During the first quarter of 2016, the Company tested the recoverability of its long-lived assets at Buffalo Gap II. Impairment indicators were identified based on a decline in forward power curves. The Company determined that the carrying amount was not recoverable. The Buffalo Gap II asset group was determined to have a fair value of $92 million using the income approach. As a result, the Company recognized asset impairment expense of $159 million ($49 million attributable to AES). Buffalo Gap II is reported in the US SBU reportable segment.sale.

~~15.~~16. DISCONTINUED OPERATIONS

~~Brazil Distribution —~~Due to a portfolio evaluation in the first half of 2016, management decided to pursue a strategic shift of its distribution companies in Brazil, Sul and ~~Eletropaulo. In June 2016,~~Eletropaulo, to reduce the ~~Company executed an agreement for~~Company's exposure to the ~~sale of Sul and reported its results of operations and financial position as discontinued operations.~~Brazilian distribution market. The disposal of Sul was completed in October 2016. ~~Prior to~~

Eletropaulo — In November 2017, Eletropaulo converted its ~~classification as discontinued operations, Sul was reported in~~preferred shares into ordinary shares and transitioned the ~~Brazil SBU reportable segment. In December 2016, Eletropaulo underwent a corporate restructuring which is expected to, among other things, provide more liquidity~~listing of its shares. AES is continuing to pursue strategic options for Eletropaulo in order to complete its strategic shift to reduce AES’ exposure to the Brazilian distribution businesses, including preparation for listing itsthose shares into the Novo Mercado, which is a listing segment of the Brazilian stock exchange with the highest standards of corporate governance. Upon conversion of the preferred shares into ordinary shares, AES no longer controlled Eletropaulo, but maintained significant influence over the business. As a result, the Company deconsolidated Eletropaulo. After deconsolidation, the Company's 17% ownership interest was reflected as an equity method investment. The Company recorded an after-tax loss on deconsolidation of $611 million, which primarily consisted of $455 million related to cumulative translation losses and $243 million related to pension losses reclassified from AOCL.

AsIn December 2017, all the ~~sale~~remaining criteria were met for Eletropaulo to qualify as a discontinued operation. Therefore, its results of ~~Sul~~operations and financial position were reported as such in the consolidated financial statements for all periods presented. Prior to its classification as discontinued operations, Eletropaulo was ~~completed during 2016, there were no~~reported in the South America SBU reportable segment.

The following table summarizes the carrying amounts of the major classes of assets orand liabilities of discontinued operations at ~~September 30, 2017 or~~March 31, 2018 and December 31, ~~2016. There were no significant losses~~2017:



(in millions)	March 31, 2018		December 31, 2017
Assets of discontinued operations and held-for-sale businesses:
Investments in and advances to affiliates ⁽¹⁾	$	89	$	86
Total assets of discontinued operations	$	89	$	86
Other assets of businesses classified as held-for-sale ⁽²⁾	269		1,948
Total assets of discontinued operations and held-for-sale businesses	$	358	$	2,034
Liabilities of discontinued operations and held-for-sale businesses:
Other liabilities of businesses classified as held-for-sale ⁽²⁾	63		1,033
Total liabilities of discontinued operations and held-for-sale businesses	$	63	$	1,033

_____________________________


⁽¹⁾	Represents the Company's 17% ownership interest in Eletropaulo.


⁽²⁾	Electrica Santiago was classified as held-for-sale as of March 31, 2018 and December 31, 2017, and the DPL Peaker Assets and Masinloc were classified as held-for-sale as of December 31, 2017. See Note 17—Held-for-Sale Businesses and Dispositionsfor further information.

Income from discontinued operations orand cash flows ~~used in~~from operating orand investing activities of discontinued operations were immaterial for the three ~~and nine~~ months ended ~~September 30, 2017.~~March 31, 2018.

The following table summarizes the major line items constituting ~~the~~ ~~loss~~income from discontinued operations for the three ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2017 (in millions):

Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016
Loss from discontinued operations, net of tax
Revenue — regulated
$ 213
$ 632
Cost of sales (200 ) (608 )
Asset impairment expense —
(783 )
Other income and expense items that are not major, net (14 ) (35 )
Pretax loss from discontinued operations $ (1 ) $ (794 )
Income tax benefit —
405
Loss from discontinued operations, net of tax $ (1 ) $ (389 )



Income from discontinued operations, net of tax:	Three Months Ended March 31, 2017
Revenue — regulated	$	919
Cost of sales	(874		)
Other income and expense items that are not major	(42		)
Income from discontinued operations	3
Less: Net income attributable to noncontrolling interests	(1		)
Income from discontinued operations attributable to The AES Corporation	2
Income tax expense	(2		)
Income from discontinued operations, net of tax	$	—

The following table summarizes the operating and investing cash flows from discontinued operations for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 (in millions):


	Nine Months Ended September 30, 2016			Three Months Ended March 31, 2017
Cash flows provided by operating activities of discontinued operations	$	68		$	168
Cash flows used in investing activities of discontinued operations	(63		)	(127		)

~~16.~~17. HELD-FOR-SALE BUSINESSES AND DISPOSITIONS

Held-for-Sale Businesses

~~Kazakhstan Hydroelectric~~Electrica Santiago — ~~Affiliates~~In December 2017, AES Gener entered into an agreement to sell Electrica Santiago, comprised of ~~the Company (the “Affiliates”) previously operated Shulbinsk HPP~~four gas and ~~Ust-Kamenogorsk HPP (the “HPPs”), two hydroelectric~~diesel-fired generation plants in ~~Kazakhstan, under a concession agreement with~~Chile, for $300 million, subject to customary purchase price adjustments. The sale is expected to close during the ~~Republic~~first half of ~~Kazakhstan (“RoK”). In April 2017, the RoK initiated the process~~2018, subject to ~~transfer these plants back to the RoK. Management considered it probable that the transfer would occur, and these plants met the held-for-sale criteria~~conditions precedent in the ~~second quarter of 2017. For the nine months ended September 30, 2017, impairment charges of $92 million were recorded and were limited to the carrying value of the long lived assets.~~agreement. As of ~~September 30, 2017, the remaining carrying value of the asset group, which~~March 31, 2018, Electrica Santiago was classified as held-for-sale, ~~totaled $114 million, which included cumulative translation losses of $103 million.~~

On September 29, 2017, rather than paying the Affiliates, the RoK deposited $77 million into an escrow account that was not established in accordance with the requirements of the concession agreement. The amount deposited by the RoK equaled the Affiliates’ calculation of the transfer payment. In return, the RoK asserted that the Affiliates would be required to transfer the HPPs and that arbitration would be necessary to determine the correct transfer payment. On October 2, 2017, the Affiliates transferred 100% of the shares in the plants to the RoK, under protest and with a reservation of rights. As such, the HPPs remained classified as held-for-sale as of September 30, 2017. The Company expects to record a loss on disposal of at least $37 million in the fourth quarter of 2017. The Affiliates will proceed with arbitration to recover the $77 million that was placed in escrow, unless the parties can resolve the dispute prior to the initiation of arbitration. Additional losses may be incurred if some or all of the disputed consideration is not subsequently paid by the RoK. The transfer does not meet the criteria to be reported as discontinued operations. The Kazakhstan HPPs are reported in the Eurasia SBU reportable segment. Excluding the impairment charge, pretax income attributable to AES was as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2017 2016 2017 2016
Kazakhstan Hydroelectric $ 12
$ 10
$ 33
$ 28

~~Zimmer and Miami Fort —~~ ~~In April 2017, DP&L and AES Ohio Generation entered into an agreement for the sale of DP&L’s undivided interest in Zimmer and Miami Fort for~~ ~~$50 million~~ in cash and the assumption of certain liabilities, including environmental, subject to predefined closing adjustments. The sale is subject to approval by the Federal Energy Regulatory Commission and is expected to close in the fourth quarter of 2017. Accordingly, Zimmer and Miami Fort remained classified as held-for-sale as of September 30, 2017, but did not meet the criteria to be reported as discontinued operations. ~~Zimmer and Miami Fort are~~Electrica Santiago's carrying value at March 31, 2018 was $207 million. Electrica Santiago is reported in the USSouth America SBU reportable segment. ~~Their combined pretax~~Pre-tax income ~~(loss)~~ attributable to AES was ~~as follows:~~immaterial for the three months ended March 31, 2018 and 2017.

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2017 2016 2017 2016
Zimmer and Miami Fort $ 11
$ 1
$ 19
$ (10 )

Dispositions

~~Kazakhstan CHPs~~Masinloc — ~~In April 2017,~~On March 20, 2018, the Company completed the sale of ~~Ust-Kamenogorsk CHP and Sogrinsk CHP,~~ its ~~combined heating and power coal plants~~entire 51% equity interest in ~~Kazakhstan,~~Masinloc for ~~net~~cash proceeds of ~~$24~~$1.05 billion, subject to customary post-closing adjustments, resulting in a pretax gain on sale of $777 million and U.S. tax expense of $155 million. Masinloc consisted of a coal-fired generation plant in operation, a coal-fired generation plant under construction, and an energy storage facility all located in the Philippines. The ~~carrying value~~sale did not meet the criteria to be reported as discontinued operations. Prior to its sale, Masinloc was reported in the Eurasia SBU reportable segment.

DPL Peaker Assets — On March 27, 2018, DPL completed the sale of ~~the asset group~~six of ~~$171~~its combustion turbine and diesel-fired generation facilities and related assets ("DPL peaker assets") for total proceeds of $239 million, ~~was greater than its fair value less costs~~inclusive of estimated working capital and subject to ~~sell of $29 million. The Company recognized an impairment charge of $94 million, which was limited to the carrying value of the long lived assets, and recognized~~customary post-closing adjustments, resulting in a ~~pretax~~ loss on sale of ~~$49 million, primarily related to cumulative translation losses.~~$2 million. The sale did not meet the criteria to be reported as discontinued operations. Prior to their sale, the ~~Kazakhstan CHP plants~~DPL peaker assets were reported in the ~~Eurasia~~US and Utilities SBU reportable segment.

Beckjord Facility — On February 26, 2018, DPL transferred its interest in Beckjord, a coal-fired generation facility retired in 2014, including its obligations to remediate the facility and its site. The transfer resulted in cash expenditures of $15 million, inclusive of disposal charges, and a loss on disposal of $12 million. Prior to the transfer, Beckjord was reported in the US and Utilities SBU reportable segment.

Advancion Energy Storage — On January 1, 2018, the Company deconsolidated the AES Advancion energy storage development business and contributed it to the Fluence joint venture, resulting in a gain on sale of $23 million. See Note 6—Investments in and Advances to Affiliates for further discussion. Prior to the transfer, the AES Advancion energy storage development business was reported as part of Corp and Other.

Excluding ~~the~~any impairment ~~charge and~~ charges or gain/loss on sale, ~~pretax~~pre-tax income ~~(loss)~~ attributable to AES of disposed businesses was as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2017 2016 2017 2016
Kazakhstan CHPs $ —
$ (2 ) $ 13
$ 5

~~DPLER~~— On January 1, 2016, the Company completed the sale of its interest in DPLER, a competitive retail marketer selling electricity to customers in Ohio. Upon completion, proceeds of $76 million were received and a gain on sale of $49 million was recognized. The sale of DPLER did not meet the criteria to be reported as a discontinued operation. Prior to its sale, DPLER was reported in the US SBU reportable segment.

~~Kelanitissa~~— On January 27, 2016, the Company completed the sale of its interest in Kelanitissa, a diesel-fired generation station in Sri Lanka. Upon completion, proceeds of $18 million were received and a loss on sale of $5 million was recognized. The sale of Kelanitissa did not meet the criteria to be reported as a discontinued operation. Prior to its sale, Kelanitissa was reported in the Eurasia SBU reportable segment.

~~UK Wind —~~ ~~During the second quarter of 2016, the Company deconsolidated UK Wind and recorded a loss on deconsolidation of~~ ~~$20 million~~ to ~~Gain (loss) on disposal and sale of businesses~~ ~~in the Condensed Consolidated Statement of Operations. Prior to deconsolidation, UK Wind was reported in the Eurasia SBU reportable segment.~~



	Three Months Ended March 31,
(in millions)	2018		2017
Masinloc	$	9	$	23
DPL Peaker Assets	7		—
Total	$	16	$	23

~~17.~~18. ACQUISITIONS

~~Alto Sertão II —~~ On August 3, 2017, the Company completed the acquisition of 100% of the Alto Sertão II Wind Complex (“Alto Sertão II”) from Renova Energia S.A. for $189 million, subject to customary purchase price adjustments, plus the assumption of $363 million of non-recourse debt, and up to $32 million of contingent consideration. At closing, the Company made an initial cash payment of $143 million, which excludes holdbacks related to indemnifications and purchase price adjustments. As of September 30, 2017, the purchase price allocation for Alto Sertão II is preliminary. The Company is in the process of assessing the fair value of the assets acquired and liabilities assumed in the acquisition, and expects to complete the purchase price allocation within the one year measurement period. Alto Sertão II is a wind farm with total installed capacity of 386 MW reported in the Brazil SBU reportable segment.

Bauru Solar Complex — OnIn September ~~25,~~ 2017, AES Tietê executed an investment agreement with Cobra do Brasil to provide approximately ~~$150~~$140 million of non-convertible debentures in project financing for the construction of photovoltaic solar plants in ~~Brazil with total forecasted capacity~~Brazil. As of ~~180 MW.~~March 31, 2018, $78 million of non-convertible debentures have been executed and distributed to the project. Upon completion of the project, expected ~~to be concluded~~ in the ~~first half~~third quarter of 2018, and subject to the solar plants’ compliance with certain technical specifications defined in the agreement, Tietê expects to acquire the solar complex in exchange for the non-convertible debentures and an additional investment of approximately ~~$60~~$55 million.

Alto Sertão II — In the first quarter of 2018, the Company finalized the purchase price allocation related to the acquisition of Alto Sertão II. There were no significant adjustments made to the preliminary purchase price

allocation recorded in the third quarter of 2017 when the acquisition was completed. The assets acquired and liabilities assumed at the acquisition date were recorded at fair value, including a contingent liability for earn-out payments of $18 million, based on the final purchase price allocation at March 31, 2018. Subsequent changes to the fair value of the earn-out payments will be reflected in earnings.

~~18.~~19. EARNINGS PER SHARE

Basic and diluted earnings per share are based on the weighted average number of shares of common stock and potential common stock outstanding during the period. Potential common stock, for purposes of determining diluted earnings per share, includes the effects of dilutive RSUs, stock options and convertible securities. The effect of such potential common stock is computed using the treasury stock method or the if-converted method, as applicable.

The following table is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computation for income (loss) from continuing operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017, ~~and 2016,~~ where income or loss represents the numerator and weighted average shares represent the denominator.


Three Months Ended September 30,	2017						2016
Three Months Ended March 31,												2018						2017
(in millions, except per share data)	Income		Shares	$ per Share			Income		Shares	$ per Share		Income		Shares	$ per Share			Loss			Shares	$ per Share

BASIC EARNINGS PER SHARE
Income from continuing operations attributable to The AES Corporation common stockholders, net of tax ⁽¹⁾	$	152	660	$	0.23		$	171	659	$	0.26
Income (loss) from continuing operations attributable to The AES Corporation common stockholders												$	685	661	$	1.04		$	(24	)	659	$	(0.04	)
EFFECT OF DILUTIVE SECURITIES
Restricted stock units	—		3	—			—		3	—		—		2	(0.01		)	—			—	—
DILUTED EARNINGS PER SHARE	$	152	663	$	0.23		$	171	662	$	0.26	$	685	663	$	1.03		$	(24	)	659	$	(0.04	)

Nine Months Ended September 30,	2017						2016
(in millions, except per share data)	Income		Shares	$ per Share			Income		Shares	$ per Share

BASIC EARNINGS PER SHARE
Income from continuing operations attributable to The AES Corporation common stockholders, net of tax ⁽²⁾	$	181	660	$	0.28		$	203	660	$	0.31
EFFECT OF DILUTIVE SECURITIES
Restricted stock units	—		2	(0.01		)	—		2	—
DILUTED EARNINGS PER SHARE	$	181	662	$	0.27		$	203	662	$	0.31

~~_____________________________~~


⁽¹⁾	Income from continuing operations, net of tax, of $176 million less the $5 million adjustment to retained earnings to record the DP&L redeemable preferred stock at its redemption value as of September 30, 2016.


⁽²⁾	Income from continuing operations, net of tax, of $208 million less the $5 million adjustment to retained earnings to record the DP&L redeemable preferred stock at its redemption value as of September 30, 2016.

~~For the three~~The calculation of diluted earnings per share excluded stock awards and ~~nine months ended September 30, 2017 and 2016, respectively, the~~convertible debentures which would be anti-dilutive. The calculation of diluted earnings per share excluded 6 million and 7 million ~~outstanding~~ stock awards outstanding for the three months ended March 31, 2018 and 2017, respectively, that could potentially dilute basic earnings per share in the future. ~~All 15 million shares of potential common stock associated with convertible debentures (“TECONs”) were omitted from the earnings per share calculation~~Additionally, for the three ~~and nine~~ months ended ~~September 30, 2016. The company redeemed~~March 31, 2017, all ~~of its existing TECONs in June 2017. The stock awards and~~15 million convertible debentures were excluded from the earnings per share calculation. The Company redeemed all of its existing convertible debentures in June 2017.

For the three months ended March 31, 2017, the calculation of diluted earnings per share also excluded 4 million outstanding restricted stock units that could potentially dilute earnings per share in the future because ~~they were anti-dilutive.~~their impact would be anti-dilutive given the loss from continuing operations. Had the Company generated income, 3 million potential shares of common stock related to the restricted stock units would have been included in diluted average shares outstanding.

~~19.~~20. RISKS AND UNCERTAINTIES

Alto Maipo — As ~~disclosed in Note 26—Risks and Uncertainties~~discussed in Item ~~8.—~~8—Financial Statements and Supplementary Data of the ~~2016~~2017 Form 10-K, ~~as of December 31, 2016, the Company has 531 MW under construction at Alto Maipo. Increased project costs, or delays in construction, could have an adverse impact on the Company.~~ Alto Maipo, a hydroelectric facility near Santiago Chile, has experienced construction difficulties which have resulted in ~~an increase in~~increased projected ~~cost for the project of up to 22% of~~costs over the original $2 billion budget. ~~These overages led to a series of negotiations with the intention of restructuring~~In May 2018, Alto Maipo and the project’s ~~existing financial structure and obtaining additional funding. On March 17, 2017, AES Gener completed~~senior lenders signed all agreements related to the ~~legal and~~ financial restructuring of ~~Alto Maipo, and through the Company’s 67% ownership interest in AES Gener, AES now has an effective 62% indirect economic interest in Alto Maipo. See Note 11—Equity~~ ~~for additional information regarding the restructuring.~~

~~Following the restructuring described above,~~ the project, continued to face construction difficulties including greater than expected costs and slower than anticipated productivity by construction contractors towards agreed-upon milestones. Furthermore, duringwhich will become effective upon the ~~second quarter~~completion of 2017, as a result of the failure to perform by one of its construction contractors, Constructora Nuevo Maipo S.A. (“CNM”), Alto Maipo terminated CNM’s contract and is seeking a permanent replacement contractor to complete CNM’s work. Alto Maipo has hired a temporary replacement contractor to complete a portion of CNM’s work while the search for a permanent replacement contractor continues. As a result of the termination of CNM, Alto Maipo’s construction debt of $623 million and derivative liabilities of $139 million are in technical default and presented as current in the balance sheet as of September 30, 2017.

Construction at the project is continuing and Alto Maipo is working to resolve the challenges described above. Alto Maipo is seeking a permanent replacement contractor to complete CNM’s work, and continues to negotiate with lenders and other parties. However, there can be no assurance that Alto Maipo will succeed in these efforts and if there are further delays or cost overruns, or ifcustomary conditions. If Alto Maipo is unable to reach an agreement with the non-recourse lenders, there is a risk that these lenders may seek to exercise remedies available as a result of the default noted above, or that Alto Maipo may not be able to meet ~~its contractual or other obligations and may be unable to continue with the project. If any of the above occur,~~certain construction milestones, there could be a material ~~impairment for~~impact to the ~~Company.~~financing and value of the project. For additional information on risks regarding construction and development, refer to Item 1A.—Risk Factors—Our Business is Subject to Substantial Development Uncertainties of the 2017 Form 10-K.

The carrying value of the long-lived assets and deferred tax assets of Alto Maipo as of ~~September 30, 2017~~March 31, 2018 was approximately ~~$1.4~~$1.5 billion and ~~$60~~$55 million, respectively. Through its 67% ownership interest in Gener, the Parent Company has invested approximately $360 million in Alto Maipo and has an additional equity commitment of $55 million to be funded as part of the March 2017 restructuring described above. Even though certain of the construction difficulties have not been formally resolved, construction costs continue to be capitalized as management believes the project is probable of completion. Management believes the carrying value of the long-lived asset group is recoverable and was not impaired as of September 30, 2017. In addition, management believes it is more likely than not that the deferred tax assets will be realized, they could be reduced if estimates of future taxable income are decreased.

~~Puerto Rico —~~ In September 2017, Puerto Rico was severely impacted by Hurricanes Irma and Maria, disrupting the operations of AES Puerto Rico and AES Ilumina. Puerto Rico’s infrastructure was severely damaged, including electric infrastructure and transmission lines. The extensive structural damage caused by hurricane winds and flooding is expected to take considerable time to repair. Although a more detailed assessment of the damage to its facilities is still ongoing, the Company sustained modest damage to its 24 MW AES Ilumina solar plant, resulting in an estimated $6 million loss, and minor damage to its 524 MW AES Puerto Rico thermal plants.

Our subsidiaries in Puerto Rico have long-term PPAs with state-owned PREPA. As a result of the Hurricanes, PREPA has declared an event of Force Majeure. However, both units of AES Puerto Rico and approximately 75% of AES Ilumina are available to generate electricity which, in accordance with the PPAs, will allow AES Puerto Rico to invoice capacity, even under Force Majeure.

Starting prior to the hurricanes, PREPA has been facing economic challenges that could impact the Company, and on July 2, 2017, filed for bankruptcy under Title III. As a result of the bankruptcy filing, AES Puerto Rico and

AES Ilumina’s non-recourse debt of $365 million and $36 million, respectively, are in default and have been classified as current as of September 30, 2017. In addition, the Company's receivable balances in Puerto Rico as of September 30, 2017 totaled $63 million, of which $30 million was overdue. After the filing of Title III protection, and up until the disruption caused by the hurricanes, AES in Puerto Rico was collecting the overdue amounts from PREPA in line with historic payment patterns.

~~Considering the information available as of the filing date, Management believes the carrying amount of our assets in Puerto Rico of $622 million is recoverable as of September 30, 2017.~~

~~20.~~21. SUBSEQUENT EVENTS

~~Kazakhstan Hydroelectric~~Simple Energy — On ~~October 2, 2017,~~April 9, 2018, the Company transferred 100% of shares in Shulbinsk HPP and Ust-Kamenogorsk HPP to the Republic of Kazakhstan in accordance with the termination of the concession agreement. The Company expects to record a loss on disposal of at least $37invested $34 million in Simple Energy, the ~~fourth quarter~~leading provider of ~~2017. See Note 16—Held-for-Sale Businesses~~utility-branded marketplaces and ~~Dispositions~~ omni-channel instant rebates. As the Company does not control Simple Energy, it will be accounted for ~~further discussion.~~as an equity method investment and will be reported in the US and Utilities SBU reportable segment.

Eletropaulo — O~~In September 2017,~~n May 2, 2018, the ~~majority~~Brazilian securities regulator, CVM, announced it will host a sales process, to be held on June 4, 2018, in which interested bidders will compete to purchase a controlling interest of Eletropaulo’s shareholders approved the transfer of Eletropaulo’s shares to the Novo Mercado. However, shareholders holding approximately 3 million shares, representing 2.7% of the total preferred shares, have indicated their preference to exercise withdrawal rights, which allows them to redeem their shares and receive a cash payment at book value for tendering their shares to Eletropaulo. Eletropaulo has now received all third party approvals to migrate to the Novo Mercado. The migration will be submitted to the Eletropaulo Board for confirmation that the costs associated with the exercise of the withdrawal rights are not significant enough to prevent migration. Once confirmed and the preferred shares are converted into ordinary shares, AES will no longer control Eletropaulo. Losing control will result in deconsolidation of Eletropaulo and the recording of an equity method investment for the remaining interest held in Eletropaulo. As of September 30, 2017, Eletropaulo had cumulative translation losses attributable to AES of $452 million and pension losses attributable to AES in other comprehensive income of $243 million, both of which will be recognized in earnings if Eletropaulo is deconsolidated. See Note 15—~~Discontinued Operations~~ ~~for further discussion.~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The condensed consolidated financial statements included in Item 1.—Financial Statements of this Form 10-Q and the discussions contained herein should be read in conjunction with our ~~2016~~2017 Form 10-K.

FORWARD-LOOKING INFORMATION

The following discussion may contain forward-looking statements regarding us, our business, prospects and our results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described in Item 1A.—Risk Factors and Item 7.—Management’s Discussion and Analysis of Financial Condition and Results of Operations of our ~~2016~~2017 Form 10-K and subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that advise of the risks and factors that may affect our business.

Overview of Our Business — We are a diversified power generation and utility company organized into the following ~~five~~four market-oriented SBUs: US and Utilities (United ~~States)~~States, Puerto Rico and El Salvador); ~~Andes~~South America (Chile, Colombia, Argentina and ~~Argentina);~~ ~~Brazil~~Brazil); MCAC (Mexico, Central America and the Caribbean); and Eurasia (Europe and Asia). During the ~~third~~first quarter of ~~2017,~~2018, the ~~Europe~~Andes and ~~Asia~~Brazil SBUs were merged in order to leverage scale and are now reported together as part of the ~~Eurasia~~South America SBU. Further, Puerto Rico and El Salvador businesses, formerly part of the MCAC SBU, were combined with the US SBU, which is now reported as the US and Utilities SBU. For additional information regarding our business, see Item 1.—Business of our ~~2016~~2017 Form 10-K.

Within our ~~five~~four SBUs, we have two lines of business. The first business line is generation, where we own and/or operate power plants to generate and sell power to customers such as utilities, industrial users and other intermediaries. The second business line is utilities, where we own and/or operate utilities to generate or purchase, distribute, transmit and sell electricity to end-user customers in the residential, commercial, industrial and governmental sectors within a defined service area. In certain circumstances, our utilities also generate and sell electricity on the wholesale market.

Executive Summary

Compared with last year, the results for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2018 reflect higher margins resulting from increased tariffs, lower fixed costs, and revenue associated with a favorable opinion on the basis calculation for PIS and COFINS taxes from prior years at Eletropaulo. In addition, operating margins increasedprimarily due to higher regulated tariffs in Argentina resulting from market reforms enacted in 2017, increased contract ~~capacity~~prices in Chile, increased regulated rates at DPL, lower maintenance expense at our US and ~~the commencement of the Los Mina combined cycle operations~~Utilities and MCAC SBUs, and increased contracted energy sales and availability at ~~the~~our MCAC SBU.

Net cash provided by operating activities decreased for the three months ended September 30, 2017compared to the prior year primarily driven by lower collections of net regulatory assets and current year sales at Eletropaulo, and the absence of Sul’s operating cash flow in 2017. In addition to the quarterly drivers, net cash provided by operating activities decreased for the nine months ended September 30, 2017 due to the collection of overdue receivables at Maritza in Bulgaria in 2016.

Overview of ~~Q3 2017~~Q1 2018 Results and Strategic Performance

Strategic Priorities — We continue to ~~make progress towards meeting~~advance our ~~strategic goals to maximize value for our shareholders.~~transformation.





	~~Leveraging Our Platforms~~
	~~Focusing our growth in markets where we already operate and have a competitive advantage to realize attractive risk-adjusted returns~~
Improving Risk Profile
	●	~~4,795 MW currently under construction~~Closed sale of Philippines businesses at an attractive valuation
	●	Allocated $1 billion to prepay Parent debt and strengthen credit ratings
		○	~~Represents $8.7 billion in total capital expenditures~~
		○	~~Majority of AES’ $1.5 billion in equity already funded~~
		○	~~Expected~~Upgraded by S&P to ~~come on-line through 2021~~BB+ and outlook revised by Moody’s to Ba2 Positive
	●	~~Completed 122~~AES Gener restructured the 531 MW ~~conversion at DPP~~Alto Maipo hydroelectric project under construction in ~~the Dominican Republic~~
	●	~~Completed $2.0 billion non-recourse financing for 1,384 MW Southland re-powering project in California~~
	●	~~Will continue to advance select projects from our development pipeline~~Chile



	~~Reducing Complexity~~
	~~Exiting businesses and markets where we do not have a competitive advantage, simplifying our portfolio and reducing risk~~
Efficiency
	●	~~Announced the sale or shutdown of 3,737 MW of merchant coal-fired generation in Ohio and Kazakhstan~~Implemented $100 million cost savings program



	~~Performance Excellence~~
	~~Striving to be the low-cost manager of a portfolio of assets and deriving synergies and scale from our businesses~~Profitable Growth
	●	~~Expect~~Completed 671 MW Eagle Valley CCGT in Indiana and 3.8 GW under construction on schedule to ~~achieve a total~~come on-line through 2020
	●	Year-to-date, signed PPAs for 838 MW of ~~$400 million in savings through 2020~~renewables expected to begin construction later this year
		○	~~Includes overhead reductions, procurement efficiencies~~sPower signed a 15-year PPA with Microsoft for 315 MW of solar in Virginia and ~~operational improvements~~a 30-year PPA for 220 MW of wind in South Dakota
		○	AES Distributed Energy signed PPAs of 17-25 years for 120 MW of solar in New York, Massachusetts and Rhode Island
		○	AES Argentina agreed to acquire the 100 MW Energetica wind development project in Argentina with a 20-year, U.S. Dollar-denominated PPA for the majority of its capacity
			■


	~~Expanding Access~~AES Argentina will use local debt capacity to ~~Capital~~
	~~Optimizing risk-adjusted returns in existing businesses and growth projects~~
	●	~~Building strategic partnerships at~~fund the project ~~and business level with an aim to optimize our risk-adjusted returns in our business and growth projects~~
	●	~~Adjust our global exposure to commodity, fuel, country and other macroeconomic risks~~



	~~Allocating Capital in a Disciplined Manner~~
	~~Maximizing risk-adjusted returns to our shareholders by investing our free cash flow to strengthen our credit and deliver attractive growth in cash flow and earnings~~
	●	~~Prepaid $300 million and refinanced $1 billion of Parent Company bonds~~
	●	~~Closed the acquisition of sPower, the largest independent solar developer in the United States~~

~~Q3 2017~~Q1 2018 Strategic Performance

Earnings Per Share ~~and Free Cash Flow~~ Results in ~~Q3 2017~~Q1 2018 (in millions, except per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 $ Change % Change 2017 2016 $ Change % Change
Diluted earnings per share from continuing operations $ 0.23
$ 0.26
$ (0.03 ) -12 % $ 0.27
$ 0.31
$ (0.04 ) -13 %
Adjusted EPS (a non-GAAP measure) ⁽¹⁾
0.24
0.32
(0.08 ) -25 % 0.66
0.64
0.02
3 %
Net cash provided by operating activities 735
819
(84 ) -10 % 1,689
2,182
(493 ) -23 %
Free Cash Flow (a non-GAAP measure) ⁽¹⁾
601
665
(64 ) -10 % 1,253
1,709
(456 ) -27 %



	Three Months Ended March 31,
	2018		2017			$ Change		% Change
Diluted earnings (loss) per share from continuing operations	$	1.03	$	(0.04	)	$	1.07	NM
Adjusted EPS (a non-GAAP measure) ⁽¹⁾	0.28		0.17			0.11		65	%

_____________________________


⁽¹⁾	See Item 2.—SBU Performance Analysis—Non-GAAP Measures for reconciliation and definition.

Three Months Ended ~~September 30, 2017~~March 31, 2018

Diluted earnings per share from continuing operations ~~decreased $0.03, or 12%~~increased $1.07 to ~~income of $0.23. This was~~$1.03 primarily driven by lower margin at our Andes SBU, higher losses on extinguishment of debt, higher income tax expense, unfavorable impact at Andes SBU from the full recognition of a non-trade receivable allowance and the write-off of water rights related to a business development project that is no longer pursued, and losses due to ~~damages caused by hurricanes Irma and Maria. These decreases were partially offset by~~the gain on the sale of Masinloc, prior year impairments at ~~Buffalo Gap I, unrealized foreign currency transaction gains~~the Kazakhstan CHPs and ~~higher margin at our MCAC SBU.~~

~~Adjusted EPS, a non-GAAP measure, decreased $0.08, or 25%, to $0.24, primarily driven by lower margin at~~

~~our Andes SBU, higher income tax expense, unfavorable impact at Andes SBU from the full recognition of a non-trade receivable allowance~~DP&L, and the write-off water rights related to a business development project that is no longer pursued, and losses due to the damages caused by hurricanes Irma and Maria. These decreases were partially offset by higher margins at our ~~MCAC SBU.~~

~~Net cash provided by operating activities decreased by $84 million, or 10%, to $735 million, primarily driven by lower collections of net regulatory assets~~US and ~~current year sales at Eletropaulo, delay in collections at Gener,~~Utilities and ~~the absence of Sul’s operating cash flow in 2017.~~South America SBUs. These ~~decreases~~increases were partially offset by the ~~timing of payments for energy purchases at Eletropaulo.~~

Free cash flow, a non-GAAP measure, decreased by $64 million, or 10%, to $601 million, primarily driven by an $84 million decrease in net cash provided by operating activities, which was partially offset by a decrease of $18 million in maintenance (net of reinsurance proceeds)current year loss and ~~non-recoverable environmental expenditures.~~

~~Nine Months Ended September 30, 2017~~

Diluted earnings per share from continuing operations decreased $0.04, or 13%, to $0.27. This was primarily driven by impairments at DPL and Kazakhstan CHPs and hydroelectric plants, losses incurred for the disposition of the Kazakhstan CHPs and higher income tax expense. These decreases were partially offset by prior year ~~impairments at DPL~~gain on extinguishment of debt, and ~~Buffalo Gap I and II, higher margins at our MCAC, Eurasia and Brazil SBUs and~~ the prior year favorable impact of ~~the YPF~~a legal settlement at ~~AES Uruguaiana in 2017.~~Uruguaiana.

Adjusted EPS, a non-GAAP measure, increased ~~$0.02,~~$0.11, or 3%65%, to ~~$0.66,~~$0.28, primarily driven by higher margins at our ~~MCAC, Eurasia~~US and ~~Brazil~~Utilities and South America SBUs ~~the favorable impact of the YPF legal settlement at AES Uruguaiana,~~and lower effective tax rate, which was partially offset by ~~higher income tax expense.~~

~~Net cash provided by operating activities decreased by $493 million, or 23%, to $1,689 million, primarily driven by lower collections~~the prior year favorable impact of ~~net regulatory assets and current year sales~~a legal settlement at Eletropaulo, the 2016 collection of overdue receivables at Maritza, and the absence of Sul’s operating cash flow in 2017. These decreases were partially offset by the timing of payments for energy purchases at Eletropaulo.

Free cash flow, a non-GAAP measure, decreased by $456 million, or 27%, to $1,253 million, primarily driven by a $493 million decrease in net cash provided by operating activities (exclusive of lower service concession asset expenditures of $22 million), which was partially offset by a decrease of $59 million in maintenance (net of reinsurance proceeds) and non-recoverable environmental expenditures.Uruguaiana.

Review of Consolidated Results of Operations (unaudited)


	Three Months Ended September 30,											Nine Months Ended September 30,											Three Months Ended March 31,
(in millions, except per share amounts)	2017			2016			$ change			% change		2017			2016			$ change			% change		2018			2017			$ change			% change
Revenue:
US SBU	$	852		$	916		$	(64	)	-7	%	$	2,445		$	2,582		$	(137	)	-5	%
Andes SBU	689			667			22			3	%	1,979			1,864			115			6	%
Brazil SBU	1,085			1,027			58			6	%	3,106			2,761			345			12	%
US and Utilities SBU																							$	1,027		$	1,047		$	(20	)	-2	%
South America SBU																							895			747			148			20	%
MCAC SBU	630			547			83			15	%	1,851			1,596			255			16	%	408			348			60			17	%
Eurasia SBU	380			386			(6		)	-2	%	1,204			1,249			(45		)	-4	%	419			429			(10		)	-2	%
Corporate and Other	9			6			3			50	%	29			8			21			NM		9			14			(5		)	-36	%
Intersegment eliminations	(13		)	(7		)	(6		)	-86	%	(20		)	(18		)	(2		)	-11	%	(18		)	(4		)	(14		)	NM
Total Revenue	3,632			3,542			90			3	%	10,594			10,042			552			5	%	2,740			2,581			159			6	%
Operating Margin:
US SBU	184			189			(5		)	-3	%	421			436			(15		)	-3	%
Andes SBU	151			203			(52		)	-26	%	452			466			(14		)	-3	%
Brazil SBU	107			53			54			NM		311			174			137			79	%
US and Utilities SBU																							191			145			46			32	%
South America SBU																							255			214			41			19	%
MCAC SBU	165			140			25			18	%	430			370			60			16	%	103			79			24			30	%
Eurasia SBU	102			95			7			7	%	343			308			35			11	%	89			120			(31		)	-26	%
Corporate and Other	2			7			(5		)	-71	%	17			11			6			55	%	22			1			21			NM
Intersegment eliminations	—			1			(1		)	100	%	—			6			(6		)	100	%	(4		)	(2		)	(2		)	-100	%
Total Operating Margin	711			688			23			3	%	1,974			1,771			203			11	%	656			557			99			18	%
General and administrative expenses	(52		)	(40		)	(12		)	30	%	(155		)	(135		)	(20		)	15	%	(56		)	(54		)	(2		)	4	%
Interest expense	(353		)	(354		)	1			—	%	(1,034		)	(1,086		)	52			-5	%	(281		)	(287		)	6			-2	%
Interest income	101			110			(9		)	-8	%	291			365			(74		)	-20	%	76			63			13			21	%
Loss on extinguishment of debt	(49		)	(16		)	(33		)	NM		(44		)	(12		)	(32		)	NM
Gain (loss) on extinguishment of debt																							(170		)	17			(187		)	NM
Other expense	(47		)	(13		)	(34		)	NM		(95		)	(42		)	(53		)	NM		(9		)	(24		)	15			-63	%
Other income	18			18			—			—	%	105			43			62			NM		13			73			(60		)	-82	%
Gain (loss) on disposal and sale of businesses	(1		)	—			(1		)	NM		(49		)	30			(79		)	NM
Gain on disposal and sale of businesses																							788			—			788			NM
Asset impairment expense	(2		)	(79		)	77			-97	%	(260		)	(473		)	213			-45	%	—			(168		)	168			-100	%
Foreign currency transaction gains (losses)	21			(20		)	41			NM		13			(16		)	29			NM
Foreign currency transaction losses																							(19		)	(20		)	1			-5	%
Income tax expense	(110		)	(75		)	(35		)	47	%	(270		)	(165		)	(105		)	64	%	(231		)	(67		)	(164		)	NM
Net equity in earnings of affiliates	24			11			13			NM		33			25			8			32	%	11			7			4			57	%
INCOME FROM CONTINUING OPERATIONS	261			230			31			13	%	509			305			204			67	%	778			97			681			NM
Loss from operations of discontinued businesses, net of income tax benefit of $4 for the nine months ended September 30, 2016	—			(1		)	1			-100	%	—			(7		)	7			-100	%
Net loss from disposal and impairments of discontinued businesses, net of income tax benefit of $401 for the nine months ended September 30, 2016	—			—			—			—	%	—			(382		)	382			-100	%
NET INCOME (LOSS)	261			229			32			14	%	509			(84		)	593			NM
Income (loss) from operations of discontinued businesses, net of income tax expense of $0 and $2, respectively																							(1		)	1			(2		)	NM
NET INCOME																							777			98			679			NM
Less: Net income attributable to noncontrolling interests and redeemable stock of subsidiaries	(109		)	(54		)	(55		)	NM		(328		)	(97		)	(231		)	NM		(93		)	(122		)	29			-24	%
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION	$	152		$	175		$	(23	)	-13	%	$	181		$	(181	)	$	362		NM		$	684		$	(24	)	$	708		NM
AMOUNTS ATTRIBUTABLE TO THE AES CORPORATION COMMON STOCKHOLDERS:
Income from continuing operations, net of tax	$	152		$	176		$	(24	)	-14	%	$	181		$	208		$	(27	)	-13	%
Income (loss) from continuing operations, net of tax																							$	685		$	(24	)	$	709		NM
Loss from discontinued operations, net of tax	—			(1		)	1			-100	%	—			(389		)	389			-100	%	(1		)	—			(1		)	NM
NET INCOME (LOSS) ATTRIBUTABLE TO THE AES CORPORATION	$	152		$	175		$	(23	)	-13	%	$	181		$	(181	)	$	362		NM		$	684		$	(24	)	$	708		NM
Net cash provided by operating activities	$	735		$	819		$	(84	)	-10	%	$	1,689		$	2,182		$	(493	)	-23	%	$	515		$	708		$	(193	)	-27	%
DIVIDENDS DECLARED PER COMMON SHARE	$	0.12		$	0.11		$	0.01		9	%	$	0.24		$	0.22		$	0.02		9	%	$	0.13		$	0.12		$	0.01		8	%

Components of Revenue, Cost of Sales, ~~Operating Margin,~~ and Operating ~~Cash Flow~~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 Condensed Consolidated Statements of Operations. Revenue also includes the gains or losses on derivatives associated with the sale of electricity.

Cost of sales includes costs incurred directly by the businesses in the ordinary course of business. Examples include electricity and fuel purchases, operations and maintenance costs, depreciation and amortization ~~expense,~~expenses, bad debt expense and recoveries, and general administrative and support costs (including employee-related costs directly associated with the operations of the business). Cost of sales also includes the gains or losses on derivatives (including embedded derivatives other than foreign currency embedded derivatives) associated with the purchase of electricity or fuel.

Operating margin is defined as revenue less cost of sales.

Consolidated Revenue and Operating Margin

(in millions)

Three months ended ~~September 30, 2017~~March 31, 2018

Consolidated Revenue — Revenue increased ~~$90~~$159 million, or 3%6%, for the three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the three months ended ~~September 30, 2016.~~March 31, 2017. This increase was driven by:

The favorable FX impact of ~~$37~~$27 million, primarily ~~in Brazil~~driven by Eurasia due to appreciation of ~~$31 million.~~the Euro and British pound against USD.

Excluding the FX impact mentioned above:

$81149 million in South America primarily due to higher capacity prices at AES Argentina and Termoandes resulting from market reforms enacted in 2017 as well as higher contract prices in Chile;

$59 million in MCAC primarily due to higher ~~contract~~pass-through fuel prices in Mexico as well as higher contracted energy sales resulting from the commencement of the combined cycle operations at Los Mina in June ~~2017, higher rates in the Dominican Republic, as well as higher pass through costs in El Salvador; and~~

$28 million in Brazil primarily due to the acquisition of the Alto Sertão II wind farm in Tietê, and the one time recognition of revenue associated with a favorable opinion on the basis calculation for PIS and COFINS taxes from prior years as well as higher tariffs, partially offset by lower demand at Eletropaulo.2017.

These positive impacts were partially offset by a decrease of ~~$64~~$37 million in Eurasia mainly due to sale of the ~~U.S.~~CHPs and the expiration of the hydro concessions in Kazakhstan in 2017 and the impact of adopting the new revenue recognition standard, and by a decrease of $21 million in US and Utilities mainly due to lower ~~wholesale volume and price, lower tariffs, and the unfavorable impact of mild weather~~revenues from asset sales at DPL.

Consolidated Operating Margin — Operating margin increased ~~$23~~$99 million, or 3%18%, for the three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the three months ended ~~September 30, 2016. This increase was driven by:~~

~~The favorable FX impact of $10 million, primarily in Andes and in Brazil.~~

~~Excluding the FX impact mentioned above:~~

$52 million in Brazil primarily due to the one time recognition of revenue associated with a favorable opinion on the basis calculation for PIS and COFINS taxes from prior years, lower fixed cost, and higher tariffs, partially offset by lower demand at Eletropaulo, as well as the acquisition of the Alto Sertão II wind farm, partially offset by net unfavorable impact of volume and prices at Tietê; and

~~$25 million in MCAC primarily due to the commencement of the combined cycle operations at Los Mina in June 2017, and higher availability in the Dominican Republic.~~

These positive impacts were partially offset by a decrease of $56 million in Andes,primarily at Gener, driven by lower availability and higher fixed costs due to major maintenance at Ventanas, the unfavorable impact of new regulation on emissions, and lower contract margin in the SING market, partially offset by start of operations of Cochrane Units I and II in July and October 2016, respectively.

~~(in millions)~~

~~Nine months ended September 30, 2017~~

~~Consolidated Revenue— Revenue increased $552 million, or 5%, for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016. This increase was driven by:~~

~~The favorable FX impact of $293 million, primarily in Brazil of $312 million, partially offset by the unfavorable FX impact of $19 million in Eurasia.~~

~~Excluding the FX impact mentioned above:~~

$262 million in MCAC primarily due to higher LNG sales, higher contract rates, and higher contract energy sales resulting from the commencement of the combined cycle operations at Los Mina in June 2017, as well as higher pass through costs in El Salvador; and

~~$109 million in Andes primarily due to the start of commercial operations at Cochrane as well as higher availability in Argentina, partially offset by lower spot sales at Chivor.~~

~~These positive impacts were partially offset by a decrease of $137 million in the U.S. mainly due to lower tariffs, lower wholesale volume and price, and the unfavorable impact of mild weather at DPL.~~

~~Consolidated Operating Margin— Operating margin increased $203 million, or 11%, for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016.~~March 31, 2017. This increase was driven by:

The favorable impact of FX of ~~$42~~$7 million, primarily ~~in Brazil of $29 million and in Andes of $15 million.~~driven by Eurasia.

Excluding the FX impact mentioned above:

$~~108~~46 million in ~~Brazil~~US and Utilities primarily due to higher ~~tariffs,~~regulated rates approved in November 2017, lower ~~fixed~~maintenance costs from asset sales and ~~the one time recognition of revenue associated with a favorable opinion on the basis calculation for PIS~~expected plant closures at DPL and ~~COFINS taxes from prior years, partially offset by lower demand at Eletropaulo;~~outages in 2017 in Puerto Rico;

$5942 million in South America mostly due to drivers discussed above; and

$24 million in MCAC mostly due to ~~higher contract capacity~~the drivers discussed above and ~~the commencement of the Los Mina combined cycle operations~~improved hydrology in ~~June 2017 in the Dominican Republic as well as higher availability and lower maintenance in Mexico; and~~

~~$39 million in Eurasia primarily due to higher derivative valuation adjustments and higher capacity income in Northern Ireland.~~Panama.

These positive impacts were partially offset by a decrease of ~~$28~~$38 million in ~~Andes, primarily at Gener, driven by~~Eurasia due to the drivers discussed above, and the unfavorable impact of new regulation on emissions, lower availability and higher fixed costs due to maintenance activities, and lower contract margin in the SING market, partially offset by start of operations of Cochrane Units I and II in July and October 2016, respectively, as well as higher availabilityMTM derivative adjustments at ~~Argentina.~~Kilroot.

See Item 2.—SBU Performance Analysis of this Form 10-Q for additional discussion and analysis of operating results for each SBU.

Consolidated Results of Operations — Other

General and administrative expenses

General and administrative expenses increased ~~$12~~$2 million, or ~~30%~~4%, to ~~$52~~$56 million for the three months ended ~~September 30, 2017, as~~March 31, 2018, compared to ~~$40~~$54 million for the three months ended ~~September 30, 2016, primarily due to~~

~~business development activity and increased people costs.~~

~~General and administrative expenses increased $20 million, or 15%, to $155 million for the nine months ended September 30,~~March 31, 2017, ~~as compared to $135 million for the nine months ended September 30, 2016,~~ primarily due to increased ~~professional fees and~~ business development ~~activity.~~expenses.

Interest expense

Interest expense decreased $1$6 million, or 2%, to ~~$353~~$281 million for the three months ended ~~September 30, 2017, as~~March 31, 2018, compared to ~~$354~~$287 million for the three months ended ~~September 30, 2016, with no significant drivers.~~

~~Interest expense decreased $52 million, or 5%, to $1,034 million for the nine months ended September 30,~~March 31, 2017, ~~as compared to $1,086 million for the nine months ended September 30, 2016. This decrease was~~ primarily due to ~~a $61 million decrease~~favorable impacts from interest rate swaps at ~~Eletropaulo attributable to lower debt balances, interest rates and regulatory liabilities, and a $23 million decrease at the Parent Company due to lower average debt balances. These decreases were~~Alto Maipo, partially offset by ~~a $28 million increase~~the assumption of debt at ~~Cochrane primarily due to lower capitalized interest~~Tietê for the acquisition of Alto Sertão in ~~2017 as a result of the plant starting commercial operations in the second half of 2016.~~August 2017.

Interest income

Interest income ~~decreased $9~~increased $13 million, or 8%21%, to ~~$101~~$76 million for the three months ended ~~September 30, 2017, as~~March 31, 2018, compared to ~~$110~~$63 million for the three months ended ~~September 30, 2016. This decrease was~~March 31, 2017, primarily due to ~~lower regulatory assets and interest rates at Eletropaulo.~~the higher financing component of contract consideration as a result of adoption of the new revenue recognition standard.

Interest income decreased $74 million, or 20%, to $291 million for the nine months ended September 30, 2017, as compared to $365 million for the nine months ended September 30, 2016. This decrease was primarily due to lower regulatory assets and interest rates at Eletropaulo.

Gain (loss) on extinguishment of debt

Loss on extinguishment of debt

~~Loss on extinguishment of debt~~ increased ~~$33~~$187 million to ~~$49~~$170 million for the three months ended ~~September 30, 2017, as~~March 31, 2018, compared to ~~$16~~a gain of $17 million for the three months ended ~~September 30, 2016. This increase was primarily due to a $36 million loss at the Parent Company resulting from the redemption and repurchase of senior notes in~~March 31, 2017.

~~Loss on extinguishment of debt increased $32 million to $44 million for the nine months ended September 30, 2017, as compared to $12 million for the nine months ended September 30, 2016.~~ This increase was primarily due to losses ~~of $92 million~~ at the Parent Company ~~as a result~~ of $169 million resulting from the redemption ~~and repurchase~~ of senior notes in 2018 as compared to a gain on early retirement of debt at AES Argentina of $65 million in 2017. The increase was partially offset by a ~~gain~~loss of ~~$65~~$47 million ~~at Alicura, as a result~~redemption of ~~the prepayment of non-recourse debt related to the construction of the San Nicolas Plant,~~two senior unsecured notes in ~~the current period.~~2017.

See Note 7—Debt included in Item 1.—Financial Statements of this Form 10-Q for further information.

Other income and expense

Other income ~~remained flat at $18~~decreased $60 million, or 82%, to $13 million for the three months ended ~~September 30, 2017, as~~March 31, 2018, compared to $73 million for the three months ended ~~September 30, 2016.~~

~~Other income increased $62 million to $105 million for the nine months ended September 30, 2017, as compared to $43 million for the nine months ended September 30, 2016.~~March 31, 2017. This ~~increase~~decrease was primarily due to the 2017 favorable settlement of legal ~~proceeding~~proceedings at Uruguaiana related to YPF's breach of the parties’ gas supply agreement.

Other expense ~~increased $34~~decreased $15 million, or 63%, to ~~$47~~$9 million for the three months ended ~~September 30, 2017, as~~March 31, 2018, compared to ~~$13~~$24 million for the three months ended September 30, 2016, primarily due to the write-off of water rights in the Andes SBU for projects that are no longer being pursued, and the recognition of a full allowance on a non-trade receivable in Andes SBU.

~~Other expense increased $53 million to $95 million for the nine months ended September 30, 2017, as compared to $42 million for the nine months ended September 30, 2016.~~March 31, 2017. This ~~increase~~decrease was primarily due to the loss on disposal of assets at DPL as a result of the decision made in 2017 to close the coal-fired and diesel-fired generating units at Stuart and Killen on or before June 1, 2018, higher assets write-off at Brazil SBU, the write-off of water rights in the Andes SBU for projects that are no longer being pursued, and the recognition of a full allowance on a non-trade receivable in Andes SBU.2018.

See Note 13—Other Income and Expense included in Item 1.—Financial Statements of this Form 10-Q for further information.

Gain ~~(loss)~~ on disposal and sale of businesses

~~Loss~~Gain on disposal and sale of businesses was $1$788 million for the three months ended ~~September 30, 2017, with~~March 31, 2018, primarily due to the $777 million gain on sale of Masinloc.

There was no ~~loss in the comparative three months ended September 30, 2016.~~

~~Loss~~gain on disposal and sale of businesses ~~was $49 million~~ for the ~~nine~~three months ended ~~September 30, 2017, as compared to a gain of $30 million for the nine months ended September 30, 2016. The 2017 negative impact was due to a $49 million loss on sale of Kazakhstan CHPs in~~March 31, 2017. ~~The 2016 positive impact was primarily due to the $49 million gain on sale of DPLER, partially offset by the $20 million loss on deconsolidation of UK Wind in 2016.~~

See Note ~~16—~~17—Held-for-Sale Businesses and Dispositions included in Item 1.—Financial Statements of this Form 10-Q for further information.

Asset impairment expense

There were no asset impairments for the three months ended March 31, 2018.

Asset impairment expense ~~decreased $77 million, or 97%, to $2~~was $168 million for the three months ended ~~September 30,~~March 31, 2017 ~~as compared~~primarily due to ~~$79 million for the three months ended September 30, 2016. This was~~impairments recognized at Kazakhstan due to the ~~prior year impairment at Buffalo Gap I, resulting from lower forecasted revenues due to decreases in wind production.~~

~~Asset impairment expense decreased $213 million, or 45%, to $260 million for the nine months ended~~ September 30, 2017, as compared to $473 million for the nine months ended September 30, 2016. This was primarily due to the prior year impairments at Buffalo Gap I, resulting from lower forecasted revenues due to decreases in wind production, DPL, resulting from lower forecasted revenues from the PJM capacity auction and higher anticipated environmental compliance costs, and Buffalo Gap II, due to a decline in forward power curves. These were partially offset by impairments in the current year at Kazakhstan, resulting from the saleclassification of the CHPs ~~and the expiration of the HPPs concession agreement on October 2017 and their classification~~ as held-for-sale and at DPL as a result of the decision to close the coal-fired and diesel-fired generating units at Stuart and Killen on or before June 1, 2018.

See Note 14—Asset Impairment Expense included in Item 1.—Financial Statements of this Form 10-Q for further information.

Foreign currency transaction ~~gains (losses)~~losses


	Three Months Ended September 30,							Nine Months Ended September 30,						Three Months Ended March 31,
(in millions)	2017				2016			2017			2016			2018			2017
Corporate	$	4			$	(23	)	$	(1	)	$	(29	)	$	7		$	(14	)
Argentina	9				8			4			9			(13		)	(8		)
Colombia	(15		)		(3		)	(26		)	(4		)	(8		)	1
United Kingdom	—				1			(3		)	10
Chile	9				(2		)	4			(4		)
Bulgaria	5			—	1			12			(3		)
Philippines	4				—			10			8
Other	5				(2		)	13			(3		)	(5		)	1
Total ⁽¹⁾	$	21			$	(20	)	$	13		$	(16	)	$	(19	)	$	(20	)

⁽¹⁾

Foreign currency derivative contracts ~~gains~~ had losses of $13 millionand ~~losses had no net impact~~$33 million for the 3three months ended ~~September 30, 2017. Includes $15 million of losses on foreign currency derivative contracts for the 3 months ended September 30, 2016,~~March 31, 2018 and ~~$37 million of losses and $8 million of gains on foreign currency derivative contracts for the nine months ended September 30,~~ 2017, ~~and 2016,~~ respectively.

The Company recognized net foreign currency transaction ~~gains~~losses of ~~$21~~$19 million for the three months ended ~~September 30, 2017,~~March 31, 2018, primarily due to ~~appreciation~~the devaluation of the Argentine peso, ~~at Chile,~~losses on derivatives related to Argentina government receivables, and mark-to-market losses on foreign currency derivatives ~~related to government receivables at Argentina,~~in Colombia. These losses were partially offset ~~foreign currency derivatives losses~~by gains at ~~Colombia due to a change~~the Parent Company on intercompany receivables denominated in ~~functional currency.~~the appreciating Euro and British Pound.

The Company recognized net foreign currency transaction losses of $20 million for the three months ended ~~September 30, 2016,~~March 31, 2017, primarily at the Parent ~~company~~Company due to losses on foreign currency ~~swaps~~forwards and options ~~partially offset by remeasurement gains on intercompany notes.~~

~~The Company recognized net foreign currency transaction gains of $13 million for the nine months ended September 30, 2017, primarily due~~related to the amortization of frozen embedded derivatives at Philippines, and appreciation of the euro at Bulgaria, partially offset by foreign currency derivatives losses at Columbia due to change a in functional currency.Brazilian Real.

The Company recognized net foreign currency transaction losses of $16 million for the nine months ended September 30, 2016, primarily at the Parent company due to foreign currency swaps and options, partially offset by remeasurement gains on intercompany notes and remeasurement gains on intercompany debt at United Kingdom.

Income tax expense

Income tax expense increased ~~$35~~$164 million ~~or 47%,~~ to ~~$110~~$231 million for the three months ended ~~September 30, 2017,~~March 31, 2018, compared to ~~$75~~$67 million for the three months ended ~~September 30, 2016.~~March 31, 2017. The Company’s effective tax rates were ~~32%~~23% and ~~26%~~43% for the three months ended ~~September 30,~~March 31, 2018 and 2017, and 2016, respectively. This net increase was due, in part, due to the prior year resolution of an audit settlement at certain of our operating subsidiaries in the Dominican Republic as well as the prior year devaluation of the Peso impacting certain of our Mexican subsidiaries.

Income tax expense increased $105 million, or 64%, to $270 million for the nine months ended September 30, 2017, compared to $165 million for the nine months ended September 30, 2016. The Company’s effective tax rates were 36% and 37% for the nine months ended September 30, 2017 and 2016, respectively. This net decrease was ~~principally~~primarily due to the ~~unfavorable~~ impact of ~~Chilean income tax law reform enacted during~~ the ~~first quarter of 2016 and the 2016 asset impairments recorded at Buffalo Gap I, Buffalo Gap II, and DPL partially offset by the tax impacts~~sale of the ~~2017 appreciation~~Company’s entire 51% equity interest in Masinloc. See Note 17—Held-for-Sale Businesses and Dispositions included in Item 1.—Financial Statements of this Form 10-Q for details of the ~~Mexican Peso compared to the 2016 depreciation of the Peso.~~sale.

Our effective tax rate reflects the tax effect of significant operations outside the U.S. which are generally taxed at ~~lower~~ rates different than the U.S. statutory rate of ~~35%.~~21% and a greater proportion of our foreign earnings may be subject to current U.S. taxation under the new tax rules enacted in the fourth quarter of 2017. A future proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions could impact our periodic effective tax rate. ~~In certain periods, however, our effective tax rate may be higher than 35% due to various discrete tax expense impacts.~~

Net equity in earnings of affiliates

Net equity in earnings of affiliates increased ~~$13~~$4 million, ~~to $24 million for the three months ended September 30, 2017, compared~~or 57%, to $11 million for the three months ended ~~September 30, 2016.~~March 31, 2018, compared to $7 million for the three months ended March 31, 2017. This increase was primarily due to earnings at sPower, which was purchased in the ~~purchase~~third quarter of ~~the sPower equity method investment in July 2017.~~

~~Net equity in earnings of affiliates increased $8 million, or 32%, to $33 million for the nine months ended September 30,~~ 2017, ~~compared to $25 million for the nine months ended September 30, 2016. This increase was primarily due to the purchase of the sPower equity method investment,~~ partially offset by ~~a fixed asset impairment~~losses at ~~Distributed Energy~~Fluence, which was formed in ~~2017.~~the first quarter of 2018.

Net income attributable to noncontrolling interests and redeemable stock of subsidiaries

Net income attributable to ~~NCI increased $55~~noncontrolling interests and redeemable stock of subsidiaries decreased $29 million, or 24%, to ~~$109~~$93 million for the three months ended ~~September 30, 2017, as~~March 31, 2018, compared to ~~$54~~$122 million for the three months ended ~~September 30, 2016.~~March 31, 2017. This ~~increase~~decrease was primarily due ~~to asset impairment expense~~to:

Prior year favorable impact of a legal settlement at ~~Buffalo Gap I in 2016~~Uruguaiana; and higher operating margin at Eletropaulo due to the one time recognition of revenue associated with a favorable opinion on the basis calculation for PIS and COFINS taxes from prior years, lower fixed cost, and higher tariffs, partially offset by lower demand, partially offset by lower operating margin

Lower earnings at Tietê.

Net income attributable to NCI increased $231 million to $328 million for the nine months ended September 30, 2017, as compared to $97 million for the nine months ended September 30, 2016. This increase was primarily due to asset impairment at Buffalo Gap I and II in 2016, higher operating margin at Eletropaulo primarily due to higher ~~tariffs, lower~~ fixed costs, depreciation and ~~the one time recognition of revenue associated with a favorable opinion on the basis calculation for PIS~~amortization, and ~~COFINS taxes from prior years, partially offset by lower demand, and favorable YPF legal settlement at AES Uruguaiana.~~

~~Discontinued operations~~

~~Net loss from discontinued operations was $1 million and $389 million for the three and nine months ended September 30, 2016, respectively,~~interest expense due to the ~~operations from Sul being classified as discontinued operations starting~~assumption of debt for the acquisition of Alto Sertão in August 2017.

These decreases were offset by:

Higher earnings in Vietnam due to the ~~second quarter~~adoption of ~~2016. The sale of Sul closed in~~ the ~~fourth quarter of 2016. See~~new revenue recognition standard (See Note ~~15—~~1—~~Discontinued Operations~~Financial Statement Presentation included in Item 1.—Financial Statements of this Form 10-Q for further ~~information regarding the Sul discontinued operations.~~information).

Net income (loss) attributable to The AES Corporation

Net income attributable to The AES Corporation ~~decreased $23~~increased $708 million to ~~$152~~$684 million for the three months ended ~~September 30, 2017, as compared to $175 million for the three months ended September 30, 2016. Key drivers of the decrease were:~~

~~Lower margin at our Andes SBU;~~

~~Higher loss on extinguishment debt;~~

~~Higher income tax expense;~~

~~Unfavorable impact at Andes SBU from the full recognition of a non-trade receivable allowance and the write-off of water rights to a business development project that is no longer pursued; and~~

~~Losses due to damages caused by hurricanes Irma and Maria.~~

~~These decreases were partially offset by:~~

~~Prior year impairments at Buffalo Gap I;~~

~~Unrealized foreign currency transaction gains; and~~

~~Higher margin at our MCAC SBU.~~

~~Net income attributable to The AES Corporation was $181 million for the nine months ended September 30, 2017,~~March 31, 2018, compared to a net loss attributable to The AES Corporation of ~~$181~~$24 million for the ~~nine~~three months ended ~~September 30, 2016. The $362 million positive impact~~March 31, 2017. This increase was primarily ~~driven by the following increases:~~due to:

~~Prior~~Current year ~~loss from discontinued operations of $389 million as a result of the~~gain on sale of ~~Sul (See Note 15. Discontinued Operations included in Item 1.—~~ ~~Financial Statements~~Masinloc, net of ~~this Form 10-Q for further information.)~~tax;

Prior year asset impairments at ~~DPL~~Kazakhstan CHPs and ~~Buffalo Gap I~~DP&L; and ~~II;~~

Higher margins at our ~~MCAC, Eurasia~~US and ~~Brazil~~Utilities and South America SBUs in the current ~~year; and~~

~~The favorable impact of the YPF legal settlement at AES Uruguaiana.~~year.

These increases were partially offset by:

Current year ~~impairments at Kazakhstan CHPs and hydroelectric plants, and DPL;~~

~~Higher income tax expense; and~~

~~Current year~~ loss on ~~sale~~extinguishment of ~~Kazakhstan CHPs.~~debt at the Parent Company;

Prior year gain on extinguishment of debt in Argentina; and

Prior year favorable impact of a legal settlement at Uruguaiana.

SBU Performance Analysis

Non-GAAP Measures

Adjusted Operating Margin, Adjusted PTC, and Adjusted EPS ~~and Consolidated Free Cash Flow (“Free Cash Flow”)~~ are non-GAAP supplemental measures that are used by management and external users of our condensed consolidated financial statements such as investors, industry analysts and lenders. The Adjusted Operating Margin and Adjusted PTC ~~and Consolidated Free Cash Flow~~ by SBU for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and March 31, 2017, ~~and September 30, 2016,~~ are shown below. ~~The percentages represent the contribution by each SBU to the gross metric, excluding Corporate.~~

For the year beginning January 1, ~~2017,~~2018, the Company changed the definition of Adjusted PTC and Adjusted EPS to exclude ~~associated benefits and costs due to acquisitions, dispositions, and early plant closures; including the tax impact of decisions made at the time of sale to repatriate sales proceeds.~~unrealized gains or losses from equity securities resulting from a newly effective accounting standard. We believe excluding these ~~benefits and costs better~~gains or losses provides a more accurate picture of continuing operations. Factors in this determination include the variability due to unrealized gains or losses related to equity securities remeasurement.

In addition, for the year beginning January 1, 2018, the Company will no longer disclose Consolidated Free Cash Flow, as the Company believes this metric does not accurately reflect the ~~business performance by removing the variability caused by strategic decisions to dispose of or acquire business~~Company's ownership interests ~~or close plants early. The Company has also reflected these changes~~ in the ~~comparative periods ending September 30, 2016.~~

underlying businesses given the high level of cash flow attributable to noncontrolling interests.

Adjusted Operating Margin

~~Operating Margin is defined as revenue less cost of sales.~~ We define Adjusted Operating Margin as Operating Margin, adjusted for the impact of NCI, excluding (a) unrealized gains or losses related to derivative ~~transactions.~~transactions; (b) gains, losses and associated benefits and costs due to dispositions and acquisitions of business interests, including early plant closures; and (c) costs directly associated with a major restructuring program, including, but not limited to, workforce reduction efforts, relocations, and office consolidation.

The GAAP measure most comparable to Adjusted Operating Margin is Operating Margin. We believe that Adjusted Operating Margin better reflects the underlying business performance of the Company. Factors in this determination include the impact of NCI, where AES consolidates the results of a subsidiary that is not wholly owned by the Company, as well as the variability due to unrealized ~~derivatives~~ gains or ~~losses.~~losses related to derivative transactions and strategic decisions to dispose of or acquire business interests. Adjusted Operating Margin should not be construed as an alternative to Operating Margin, which is determined in accordance with GAAP.



Reconciliation of Adjusted Operating Margin (in millions)	Three Months Ended March 31,
	2018			2017
Operating Margin	$	656		$	557
Noncontrolling interests adjustment	(176		)	(168		)
Unrealized derivative losses (gains)	10			(2		)
Disposition/acquisition losses	9			3
Restructuring costs	3			—
Total Adjusted Operating Margin	$	502		$	390

Reconciliation of Adjusted Operating Margin (in millions) Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Operating Margin $ 711
$ 688
$ 1,974
$ 1,771
Noncontrolling interests adjustment (222 ) (187 ) (630 ) (502 )
Derivatives adjustment (6 ) (10 ) (16 ) 4
Total Adjusted Operating Margin $ 483
$ 491
$ 1,328
$ 1,273

Adjusted PTC

We define Adjusted PTC as ~~pretax~~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 related to derivative ~~transactions;~~transactions and equity securities; (b) unrealized foreign currency gains or losses; (c) gains, or losses and associated benefits and costs due to dispositions and acquisitions of business interests, including early plant ~~closures, and the tax impact from the repatriation of sales proceeds;~~closures; (d) losses due to impairments; ~~and~~ (e) gains, losses and costs due to the early retirement of ~~debt.~~debt; and (f) costs directly associated with a major restructuring program, including, but not limited to, workforce reduction efforts, relocations, and office consolidation. 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 income statement, such as general and administrative expenses in the corporate segment, as well as business development costs, interest expense and interest income, other expense and other income, realized foreign currency transaction gains and losses, and net equity in earnings 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 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 related to derivative transactions or equity securities, unrealized foreign currency gains or losses, losses due to impairments and strategic decisions to dispose of or acquire business interests, or retire debt or implement restructuring initiatives, which affect results in a given period or periods. In addition, earnings before tax 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. Additionally, given its large number of businesses and complexity, the Company concluded that Adjusted PTC is a more transparent measure 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.


Reconciliation of Adjusted PTC (in millions)	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Income from continuing operations, net of tax, attributable to The AES Corporation	$	152		$	176		$	181		$	208
Income (loss) from continuing operations, net of tax, attributable to The AES Corporation													$	685		$	(24	)
Income tax expense attributable to The AES Corporation	71			47			144			66			198			20
Pretax contribution	223			223			325			274			883			(4		)
Unrealized derivative losses (gains)	(8		)	5			(7		)	1
Unrealized foreign currency transaction losses (gains)	(21		)	3			(54		)	12
Unrealized derivative and equity securities losses (gains)													12			(1		)
Unrealized foreign currency gains													(3		)	(9		)
Disposition/acquisition losses (gains)	1			(3		)	107			(5		)	(778		)	52
Impairment expense	2			24			264			309			—			168
Losses on extinguishment of debt	48			20			43			26
Losses (gains) on extinguishment of debt													171			(16		)
Restructuring costs⁽¹⁾													3			—
Total Adjusted PTC	$	245		$	272		$	678		$	617		$	288		$	190

_____________________________


⁽¹⁾	In February 2018, the Company announced a reorganization as a part of its ongoing strategy to simplify its portfolio, optimize its cost structure and reduce its carbon intensity.

Adjusted EPS

We define Adjusted EPS as diluted earnings per share from continuing operations excluding gains or losses of both consolidated entities and entities accounted for under the equity method due to (a) unrealized gains or losses related to derivative ~~transactions;~~transactions and equity securities; (b) unrealized foreign currency gains or losses; (c) gains or losses and associated benefits and costs due to dispositions and acquisitions of business interests, including early plant closures, and the tax impact from the repatriation of sales proceeds; (d) losses due to impairments; ~~and~~ (e) gains, losses and costs due to the early retirement of ~~debt.~~debt; (f) costs directly associated with a major restructuring program, including, but not limited to, workforce reduction efforts, relocations, and office consolidation; and (g) tax benefit or expense related to the enactment effects of 2017 U.S. tax law reform.

The GAAP measure most comparable to Adjusted EPS is diluted earnings per share from continuing operations. We believe that Adjusted EPS better reflects the underlying business performance of the Company and is considered in the Company’s internal evaluation of financial performance. Factors in this determination include the variability due to unrealized gains or losses related to derivative transactions or equity securities, unrealized foreign currency gains or losses, losses due to impairments and strategic decisions to dispose of or acquire business interests, or retire debt or implement restructuring activities, which affect results in a given period or periods. Adjusted EPS should not be construed as an alternative to diluted earnings per share from continuing operations, which is determined in accordance with GAAP.

Reconciliation of Adjusted EPS Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Diluted earnings per share from continuing operations $ 0.23
$ 0.26
$ 0.27
$ 0.31

Unrealized derivative gains (0.01 ) —
(0.01 ) —

Unrealized foreign currency transaction losses (gains) (0.03 ) 0.01
(0.07 ) 0.01

Disposition/acquisition losses (gains) —
—
0.16
⁽¹⁾
—
⁽²⁾
Impairment expense —
0.03
⁽³⁾
0.40
⁽⁴⁾
0.47
⁽⁵⁾
Losses on extinguishment of debt 0.07
⁽⁶⁾
0.04
⁽⁷⁾
0.06
⁽⁸⁾
0.05
⁽⁹⁾
Less: Net income tax benefit (0.02 )
⁽¹⁰⁾
(0.02 ) (0.15 )
⁽¹¹⁾
(0.20 )
⁽¹¹⁾
Adjusted EPS $ 0.24
$ 0.32
$ 0.66
$ 0.64



Reconciliation of Adjusted EPS	Three Months Ended March 31,
	2018				2017
Diluted earnings (loss) per share from continuing operations	$	1.03			$	(0.04	)	⁽¹⁾
Unrealized derivative and equity securities losses (gains)	0.02				—
Unrealized foreign currency gains	—				(0.01		)
Disposition/acquisition losses (gains)	(1.17		)	⁽²⁾	0.08			⁽³⁾
Impairment expense	—				0.25			⁽⁴⁾
Losses (gains) on extinguishment of debt	0.26			⁽⁵⁾	(0.02		)	⁽⁶⁾
Less: Net income tax expense (benefit)	0.14			⁽⁷⁾	(0.09		)	⁽⁸⁾
Adjusted EPS	$	0.28			$	0.17

_____________________________


⁽¹⁾	Diluted loss per share under GAAP excludes common stock equivalents from the weighted average shares outstanding of 659 million as their inclusion would be anti-dilutive. However, for the calculation of Adjusted EPS, 3 million of dilutive common stock equivalents were included in the weighted average shares outstanding of 662 million.


⁽²⁾	Amount primarily relates to ~~loss~~gain on sale of ~~Kazakhstan CHPs~~Masinloc of ~~$48~~$777 million, or ~~$0.07~~$1.17 per ~~share,~~share.


⁽³⁾	Amount primarily relates to realized derivative losses associated with the sale of Sul of $38 million, or $0.06 per share; costs associated with early plant ~~closure of~~closures at DPL of $20 million, or $0.03 per ~~share.~~


⁽²⁾	~~Net impact~~share; partially offset by interest earned on Sul sale proceeds prior to repatriation of ~~zero relates to the gain on sale of DPLER of $22~~$6 million, or ~~$0.03 per share; offset by the loss on deconsolidation of UK Wind of $20 million, or $0.03~~$0.01 per share.


⁽³⁾⁽⁴⁾	Amount primarily relates to ~~the~~ asset ~~impairment~~impairments at ~~Buffalo Gap I~~Kazakhstan of ~~$78 million ($23~~$94 million, or ~~$0.03~~$0.14 per share ~~net~~and at DPL of ~~NCI).~~$66 million, or $0.10 per share.


⁽⁴⁾⁽⁵⁾	Amount primarily relates to ~~asset impairment~~loss on early retirement of debt at ~~Kazakhstan hydroelectric plants~~the Parent Company of ~~$92~~$169 million, or ~~$0.14~~$0.26 per ~~share, at Kazakhstan CHPs of $94 million, or $0.14 per share, and DPL of $66 million, or $0.10 per~~ share.


⁽⁵⁾	Amount primarily relates to asset impairments at DPL of $235 million, or $0.36 per share; $159 million at Buffalo Gap II ($49 million, or $0.07 per share, net of NCI); and $78 million at Buffalo Gap I ($23 million, or $0.03 per share, net of NCI).


⁽⁶⁾	Amount primarily relates to gain on early retirement of debt at Alicura of $65 million, or $0.10 per share, partially offset by the ~~losses~~loss on early retirement of debt at the Parent Company of ~~$38~~$47 million, or ~~$0.06~~$0.07 per ~~share~~share.

⁽⁷⁾

Amount primarily relates to ~~losses~~the income tax expense under the GILTI provision associated with gain on sale of Masinloc of $155 million, or $0.23 per share, partially offset by income tax benefits associated with the loss on early retirement of debt at the Parent Company of ~~$17~~$53 million, or ~~$0.02~~$0.08 per ~~share; and an adjustment of $5 million, or $0.01 per share to record the DP&L redeemable preferred stock at its redemption value.~~

share.


⁽⁸⁾	Amount primarily relates to ~~losses on early retirement of debt at the Parent Company of $92 million, or $0.14 per share, partially offset by the the gain on early retirement of debt at Alicura of $65 million, or $0.10 per share.~~


⁽⁹⁾	Amount primarily relates to losses on early retirement of debt at the Parent Company of $19 million, or $0.03 per share; and an adjustment of $5 million, or $0.01 per share, to record the DP&L redeemable preferred stock at its redemption value.


⁽¹⁰⁾	~~Amount primarily relates to~~ the income tax ~~benefit~~benefits associated with ~~losses on early retirement~~asset impairments of ~~debt~~$51 million, or $0.08 per share and dispositions of $16 million, or $0.02 per ~~share in the three months ended September 30, 2017.~~share.


⁽¹¹⁾	Amount primarily relates to the income tax benefit associated with asset impairment losses of $82 million, or $0.12 per share and $123 million, or $0.19 per share in the nine months ended September 30, 2017 and 2016, respectively.

~~Free Cash Flow~~

We define Free Cash Flow as net cash from operating activities (adjusted for service concession asset capital expenditures) less maintenance capital expenditures (including non-recoverable environmental capital expenditures), net of reinsurance proceeds from third parties.

We also exclude environmental capital expenditures that are expected to be recovered through regulatory, contractual or other mechanisms. An example of recoverable environmental capital expenditures is IPL's investment in MATS-related environmental upgrades that are recovered through a tracker. See Item 1.~~—US SBU—IPL—Environmental Matters~~ ~~included in our 2016 Form 10-K for details of these investments.~~

The GAAP measure most comparable to Free Cash Flow is net cash provided by operating activities. We believe that Free Cash Flow is a useful measure for evaluating our financial condition because it represents the amount of cash generated by the business after the funding of maintenance capital expenditures that may be available for investing in growth opportunities or for repaying debt.

The presentation of Free Cash Flow has material limitations. Free Cash Flow should not be construed as an alternative to net cash from operating activities, which is determined in accordance with GAAP. Free Cash Flow does not represent our cash flow available for discretionary payments because it excludes certain payments that are required or to which we have committed, such as debt service requirements and dividend payments. Our definition of Free Cash Flow may not be comparable to similarly titled measures presented by other companies.

Calculation of Free Cash Flow (in millions) Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net Cash provided by operating activities $ 735
$ 819
$ 1,689
$ 2,182
Add: capital expenditures related to service concession assets ⁽¹⁾
3
1
5
27
Less: maintenance capital expenditures, net of reinsurance proceeds (129 ) (144 ) (423 ) (464 )
Less: non-recoverable environmental capital expenditures ⁽²⁾
(8 ) (11 ) (18 ) (36 )
Free Cash Flow $ 601
$ 665
$ 1,253
$ 1,709

~~_____________________________~~


⁽¹⁾	~~Service concession asset expenditures are included in net cash provided by operating activities, but are excluded from the free cash flow non-GAAP metric.~~


⁽²⁾	Excludes IPL's recoverable environmental capital expenditures of $10 million and $32 million for the three months ended September 30, 2017 and 2016, as well as, $39 million and $162 million for the nine months ended September 30, 2017 and 2016, respectively.

US AND UTILITIES SBU

The following table summarizes Operating Margin, Adjusted Operating Margin and Adjusted PTC ~~and Free Cash Flow~~ (in millions) for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 $ Change % Change 2017 2016 $ Change % Change
Operating Margin $ 184
$ 189
$ (5 ) -3 % $ 421
$ 436
$ (15 ) -3 %
Noncontrolling Interests Adjustment ⁽¹⁾
(23 ) (26 ) (56 ) (59 )
Derivatives Adjustment (3 ) 1
—
5

Adjusted Operating Margin $ 158
$ 164
$ (6 ) -4 % $ 365
$ 382
$ (17 ) -4 %
Adjusted PTC $ 129
$ 114
$ 15
13 % $ 240
$ 257
$ (17 ) -7 %
Free Cash Flow $ 211
$ 246
$ (35 ) -14 % $ 407
$ 512
$ (105 ) -21 %
Free Cash Flow Attributable to NCI $ 18
$ 27
$ (9 ) -33 % $ 32
$ 43
$ (11 ) -26 %



	Three Months Ended March 31,
	2018		2017		$ Change		% Change
Operating Margin	$	191	$	145	$	46	32	%
Adjusted Operating Margin⁽¹⁾	180		131		49		37	%
Adjusted PTC⁽¹⁾	120		61		59		97	%

_____________________________


⁽¹⁾	Adjusted for the impact of NCI. See Item 1.—Business included in our ~~2016~~2017 Form 10-K for the respective ownership interest for key businesses.

Operating Margin for the three months ended ~~September 30, 2017, decreased~~March 31, 2018 increased by $5$46 million, or 3%32%, which was driven primarily by the following (in millions):

IPL
Lower retail margin primarily due to weather $ (10 )
Other (3 )
Total IPL Decrease (13 )
US Generation
Warrior Run primarily due to higher availability and lower maintenance cost due to major outages in 2016 6
Other 4
Total US Generation Increase 10
Other Business Drivers (2 )
Total US SBU Operating Margin Decrease $ (5 )

~~Adjusted Operating Margin decreased by $6 million for the US SBU due to the drivers above, adjusted for NCI and excluding unrealized gains and losses on derivatives.~~

Adjusted PTC increased by $15 million, driven by earnings from equity affiliates due to the 2017 acquisition of sPower and an increase in insurance recoveries at DPL, partially offset by the $6 million decrease in Adjusted Operating Margin described above.

~~Free Cash Flow decreased by $35 million, of which $9 million was attributable to NCI. The decrease in Free Cash Flow was primarily driven by:~~

~~Additional inventory purchases of $20 million primarily due to inventory optimization efforts at DPL and IPL that occurred in 2016;~~

~~Higher payments of $13 million for general accounts payable at DPL due to timing;~~

~~Higher interest payments of $13 million primarily at DPL and IPL due to timing; and~~

~~$9 million decrease in Operating Margin (net of lower depreciation of $4 million).~~

~~These negative impacts were partially offset by an increase of $12 million in insurance proceeds at DPL.~~

~~Operating Margin for the nine months ended September 30, 2017, decreased by $15 million, or 3%, which was driven primarily by the following (in millions):~~

IPL
Decrease due to implementation of new base rates in Q2 2016 which resulted in a favorable change in accrual $ (18 )
Other (1 )
Total IPL Decrease (19 )
DPL
Lower retail margin due to lower regulated rates (26 )
Lower depreciation expense driven by lower PP&E carrying values from impairments in 2016 and 2017 19
Total DPL Decrease (7 )
US Generation
Warrior Run primarily due to higher availability and lower maintenance cost due to major outages in 2016, partially offset by a decrease in energy price under the PPA 4
Other 7
Total US Generation Increase 11
Total US SBU Operating Margin Decrease $ (15 )

~~Adjusted Operating Margin decreased by $17 million for the US SBU due to the drivers above, adjusted for NCI and excluding unrealized gains and losses on derivatives.~~

Adjusted PTC decreased by $17 million, driven by the $17 million decrease in Adjusted Operating Margin described above as well as a 2016 gain on contract termination at DP&L, offset by the Company's share of earnings under the HLBV allocation of noncontrolling interest at Distributed Energy due to new project growth, earnings from equity affiliates due to the 2017 acquisition of sPower, and an increase in insurance recoveries at DPL.

~~Free Cash Flow decreased by $105 million, of which $11 million was attributable to NCI. The decrease in Free Cash Flow was primarily driven by:~~

~~Additional inventory purchases of $66 million primarily due to inventory optimization efforts in 2016 at DPL and IPL;~~

~~Timing of payments for purchased power and general accounts payable of $42 million at DPL;~~

~~$41 million decrease in Operating Margin (net of lower depreciation of $26 million);~~

~~Higher interest payments of $19 million primarily at DPL and IPL due to timing; and~~

~~Lower collections at DPL of $11 million primarily due to the settlement of DPLER’s receivable balances resulting from its sale in 2016.~~

~~These negative impacts were partially offset by:~~

~~Higher collections at IPL of $32 million due to higher receivable balances in December 2016 resulting from favorable weather and the impacts from the 2016 rate order;~~

~~$30 million of lower maintenance and non-recoverable environmental capital expenditures; and~~

~~Increase of $12 million in insurance proceeds at DPL.~~

~~ANDES SBU~~

~~The following table summarizes Operating Margin, Adjusted Operating Margin, Adjusted PTC, and Free Cash Flow (in millions) for the periods indicated:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 $ Change % Change 2017 2016 $ Change % Change
Operating Margin $ 151
$ 203
$ (52 ) -26 % $ 452
$ 466
$ (14 ) -3 %
Noncontrolling Interests Adjustment ⁽¹⁾
(46 ) (59 ) (144 ) (140 )
Derivatives Adjustment 1
—
—
—

Adjusted Operating Margin $ 106
$ 144
$ (38 ) -26 % $ 308
$ 326
$ (18 ) -6 %
Adjusted PTC $ 62
$ 134
$ (72 ) -54 % $ 232
$ 279
$ (47 ) -17 %
Free Cash Flow $ 91
$ 137
$ (46 ) -34 % $ 277
$ 234
$ 43
18 %
Free Cash Flow Attributable to NCI $ 33
$ 45
$ (12 ) -27 % $ 98
$ 82
$ 16
20 %

~~_____________________________~~


⁽¹⁾	~~See Item 1.—Business~~ ~~included in our 2016 Form 10-K for the respective ownership interest for key businesses.~~

Including favorable FX and remeasurement impacts of $5 million, Operating Margin for the three months ended September 30, 2017, decreased by $52 million, or 26%, which was driven primarily by the following (in millions):

Gener
Lower availability of efficient generation resulting in higher replacement energy and fixed costs mainly associated with major maintenance at Ventanas Complex $ (29 )
Negative impact of new regulation on emissions (green taxes) (13 )
Lower margin at the SING market primarily associated with lower contract sales and increase in coal prices at Norgener (8 )
Start of operations at Cochrane Units I and II in July and October 2016, respectively 17
Other (3 )
Total Gener Decrease (36 )
Chivor
Lower spot sales mainly associated to lower generation and lower prices (16 )
Other 1
Total Chivor Decrease (15 )
Other Business Drivers (1 )
Total Andes SBU Operating Margin Decrease $ (52 )

~~Adjusted Operating Margin decreased by $38 million due to the drivers above, adjusted for the impact of NCI and excluding unrealized gains and losses on derivatives.~~

Adjusted PTC decreased by $72 million, mainly driven by the full allowance of a non-trade receivable in Argentina due to collection uncertainties, higher interest expense primarily associated with the issuance of debt in February 2017 at Argentina, and the write-off of water rights at Gener resulting from a business development project that is no longer pursued.

~~Free Cash Flow decreased by $46 million, of which $12 million was attributable to NCI. The decrease in Free Cash Flow was primarily driven by:~~

~~Higher working capital requirements of $59 million primarily due to delay in collections at Gener; and~~

~~$32 million decrease in Operating Margin (net of higher depreciation of $7 million and $13 million of environmental tax accruals in Chile impacting margin but not free cash flow).~~

These negative impacts were offset by higher collections of $44 million from account receivables in Argentina due to the impact of major maintenance performed in Q2 2016 and from financing receivables due to the commencement of operations of the Guillermo Brown Plant in October 2016.

Including favorable FX and remeasurement impacts of $15 million, Operating Margin for the nine months ended September 30, 2017, decreased by $14 million, or 3%, which was driven primarily by the following (in millions):

Gener
Negative impact of new regulation on Emissions (Green Taxes) $ (37 )
Lower availability of efficient generation resulting in higher replacement energy and fixed costs mainly associated with major maintenance at Ventanas Complex (50 )
Lower margin at the SING market primarily associated with lower contract sales and increase in coal prices at Norgener partially offset by higher spot sales (25 )
Start of operations at Cochrane Units I and II in July and October 2016, respectively 64
Other (6 )
Total Gener Decrease (54 )
Argentina
Higher capacity payments primarily associated to changes in regulation in 2017 32
Higher fixed costs mainly associated with higher people costs driven by inflation (9 )
Other 3
Total Argentina Increase 26
Chivor
Higher contract sales primarily associated to an increase in contracted capacity 20
Lower spot sales mainly associated to lower generation (12 )
Favorable FX impact 7
Other (1 )
Total Chivor Increase 14
Total Andes SBU Operating Margin Decrease $ (14 )

~~Adjusted Operating Margin decreased by $18 million due to the drivers above, adjusted for the impact of NCI.~~

Adjusted PTC decreased by $47 million, driven by the decrease of $18 million in Adjusted Operating Margin plus the full allowance of a non-trade receivable in Argentina due to collection uncertainties, higher interest expenses mainly associated to lower interest capitalization on construction projects and the issuance of debt at Argentina, and the write-off of water rights at Gener resulting from a business development project that is no longer pursued. These negative impacts were partially offset by foreign currency gains in Argentina associated with collections of financing receivables and lower foreign currency losses associated with the sale of Argentina’s sovereign bonds at Termoandes and prepayment of financial debt denominated in U.S. dollars in 2017 at Argentina.

~~Free Cash Flow increased by $43 million, of which $16 million was attributable to NCI. The increase in Free Cash Flow was primarily driven by:~~

~~Lower tax payments of $57 million primarily at Chivor and Argentina;~~

~~$55 million increase in Operating Margin (net of higher depreciation of $32 million and $37 million of environmental tax accruals in Chile impacting margin but not free cash flow);~~

~~Higher collections of $50 million from financing receivables in Argentina due to the commencement of operations of the Guillermo Brown Plant in October 2016; and~~

~~$5 million of lower maintenance and non-recoverable environmental capital expenditures.~~

~~These positive impacts were partially offset by:~~

~~Higher working capital requirements of $60 million primarily due to delay in collections at Gener and Argentina;~~

~~Lower collections of prior period sales of $35 million at Chivor primarily due to higher receivables in Q1 2016 related to higher sales in Q4 2015;~~

~~Higher interest payments of $14 million primarily associated with interest at Cochrane which is no longer capitalized; and~~

~~Lower VAT refunds of $14 million at Alto Maipo and Cochrane due to the timing of construction activities.~~

~~BRAZIL SBU~~

~~The following table summarizes Operating Margin, Adjusted Operating Margin, Adjusted PTC, and Free Cash Flow (in millions) for the periods indicated:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 $ Change % Change 2017 2016 $ Change % Change
Operating Margin $ 107
$ 53
$ 54
NM
$ 311
$ 174
$ 137
79 %
Noncontrolling Interests Adjustment⁽¹⁾
(87 ) (41 ) (254 ) (137 )
Adjusted Operating Margin $ 20
$ 12
$ 8
67 % $ 57
$ 37
$ 20
54 %
Adjusted PTC $ 12
$ 6
$ 6
100 % $ 64
$ 18
$ 46
NM
Free Cash Flow $ 142
$ 125
$ 17
14 % $ 307
$ 446
$ (139 ) -31 %
Free Cash Flow Attributable to NCI $ 116
$ 101
$ 15
15 % $ 233
$ 340
$ (107 ) -31 %

~~_____________________________~~


⁽¹⁾	~~See Item 1.—Business~~ ~~included in our 2016 Form 10-K for the respective ownership interest for key businesses.~~

~~Including favorable FX impacts of $3 million, Operating Margin for the three months ended September 30, 2017, increased by $54 million, which was driven primarily by the following (in millions):~~

Eletropaulo
Revenue associated with a favorable opinion on the basis calculation for PIS and COFINS taxes from prior years $ 50
Lower fixed costs mainly due to lower bad debt and regulatory penalties 34
Higher tariffs due to annual tariff reset 20
Lower volume mainly due to lower demand resulting from economic decline and migration to free market (30 )
Other (2 )
Total Eletropaulo Increase 72
Tietê
Net impact of volume and prices of bilateral contracts due to higher energy purchased (45 )
Net impact of volume and prices of lower energy purchased in spot market 13
Higher volume due to acquisition of new wind entities - Alto Sertão II 12
Other 2
Total Tietê Decrease (18 )
Total Brazil SBU Operating Margin Increase $ 54



Lower generating facility maintenance expense primarily due to plant sales and expected plant closures at DPL	$	16
Higher regulated rates at DPL following the approval of the 2017 ESP	10
Lower expenses in Puerto Rico mainly due to a non-routine coastal maintenance executed in 2017	10
Increase at Hawaii primarily due to higher availability and decreased maintenance expense related to outages in 2017, partially offset by unrealized losses on coal derivatives	7
Other	3
Total US and Utilities SBU Operating Margin Increase	$	46

Adjusted Operating Margin increased by ~~$8 million, primarily due to the drivers discussed above, adjusted for the impact of noncontrolling interests.~~

Adjusted PTC increased by $6 million, mainly driven by the increase of $8 million in Adjusted Operating Margin as described above, partially offset by $2 million due to higher interest expense from debt issued to acquire new wind entities at Tietê.

~~Free Cash Flow increased by $17 million, of which $15 million was attributable to NCI. The increase in Free Cash Flow was primarily driven by:~~

•~~$166 million of lower payments for energy purchases at Eletropaulo due to lower energy costs and lower regulatory charges;~~

~~$65 million increase in Operating Margin (net of increased depreciation of $11 million); and~~

~~Favorable timing of $24 million in higher energy purchased for resale at Tietê.~~

~~These positive impacts were partially offset by:~~

~~$181 million in lower collections of costs deferred in net regulatory assets at Eletropaulo due to higher energy costs in Q3 2017;~~

~~$22 million in lower collections of energy sales at Eletropaulo due primarily to higher tariffs in 2017;~~

~~$15 million of higher maintenance capital expenditures at Eletropaulo;~~

~~$7 million in lower collections on energy sales at Tietê; and~~

~~$6 million of higher interest payments resulting from the assumption of debt for the acquisition of Alto Sertão II.~~

~~Including favorable FX impacts of $29 million, Operating Margin for the nine months ended September 30, 2017, increased by $137 million, which was driven primarily by the following (in millions):~~

Eletropaulo
Higher tariffs due to annual tariff reset $ 84
Lower volume mainly due to lower demand resulting from slow economic growth and migration to free market (61 )
Lower fixed costs mainly due to lower bad debt and lower regulatory penalties 54
Revenue associated with a favorable opinion on the basis calculation for PIS and COFINS taxes from prior years 50
Total Eletropaulo Increase 127
Tietê
Net impact of volume and prices of bilateral contracts due to higher energy purchased (70 )
Net impact of volume and prices of lower energy purchased in spot market 57
Favorable FX impacts 20
Higher volume due to acquisition of new wind entities - Alto Sertão II 12
Other (3 )
Total Tietê Increase 16
Other Business Drivers (6 )
Total Brazil SBU Operating Margin Increase $ 137

~~Adjusted Operating Margin increased by $20 million, primarily due to the drivers discussed above, adjusted for the impact of noncontrolling interests.~~

Adjusted PTC increased by $46 million, driven by the increase of $20 million in Adjusted Operating Margin as described above, as well as a $28 million increase from the settlement of a legal dispute with YPF at Uruguaiana.

~~Free Cash Flow decreased by $139 million, of which $107 million was attributable to NCI. The decrease in Free Cash Flow was primarily driven by:~~

~~$556 million of higher collections in 2016 of costs deferred in net regulatory assets at Eletropaulo, as a result of unfavorable hydrology in prior periods;~~

~~$193 million in lower collections on energy sales at Eletropaulo due primarily to higher tariff flags in 2016;~~

~~$55 million higher maintenance capital expenditures at Eletropaulo;~~

~~$32 million decrease due to the sale of Sul in October 2016;~~

~~$20 million in lower collections on energy sales at Tietê;~~

~~$13 million of higher pension payments in 2017 driven by the debt renegotiation in prior year at Eletropaulo; and~~

~~$6 million of higher interest payments at Alto Sertão II.~~

~~These negative impacts were partially offset by:~~

~~Favorable timing of $401 million in payments for energy purchases at Eletropaulo due to lower energy costs and lower regulatory charges;~~

~~$167 million increase in Operating Margin (net of increased depreciation of $30 million);~~

~~$60 million collected from a legal dispute settlement with YPF at Uruguaiana;~~

~~$58 million of lower tax payments at Tietê ;~~

~~Favorable timing of $32 million in higher energy purchased for resale at Tietê; and~~

~~$11 million of lower interest payments at Tietê.~~

~~MCAC SBU~~

~~The following table summarizes Operating Margin, Adjusted Operating Margin, Adjusted PTC, and Free Cash Flow (in millions) for the periods indicated:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 $ Change % Change 2017 2016 $ Change % Change
Operating Margin $ 165
$ 140
$ 25
18 % $ 430
$ 370
$ 60
16 %
Noncontrolling Interests Adjustment ⁽¹⁾
(35 ) (31 ) (82 ) (77 )
Derivatives Adjustment (1 ) (2 ) (1 ) (3 )
Adjusted Operating Margin $ 129
$ 107
$ 22
21 % $ 347
$ 290
$ 57
20 %
Adjusted PTC $ 98
$ 74
$ 24
32 % $ 256
$ 197
$ 59
30 %
Free Cash Flow $ 118
$ 118
$ —
— % $ 211
$ 131
$ 80
61 %
Free Cash Flow Attributable to NCI $ 14
$ 27
$ (13 ) -48 % $ 20
$ 33
$ (13 ) -39 %

~~_____________________________~~


⁽¹⁾	~~See Item 1.—Business~~ ~~included in our 2016 Form 10-K for the respective ownership interest for key businesses.~~

~~Operating Margin for the three months ended September 30, 2017, increased by $25 million, or 18%, which was driven primarily by the following (in millions):~~

Dominican Republic
Higher contracted energy sales mainly driven by Los Mina combined cycle commencement of operations in June 2017 $ 14
Higher availability driven by Los Mina combined cycle interconnection in 2016 5
Other 6
Total Dominican Republic Increase 25
Total MCAC SBU Operating Margin Increase $ 25

~~Adjusted Operating Margin increased by $22 million due to the drivers above, adjusted for the impact of NCI and excluding unrealized gains and losses on derivatives.~~

~~Adjusted PTC increased by $24 million, driven by the increase of $22 million in Adjusted Operating Margin as described above.~~

Free Cash Flow is aligned in both periods, driven by $28 million increase in Operating Margin (net of increased depreciation of $3 million), offset by higher working capital requirements due to unfavorable timing of collections, mainly in the Dominican Republic.

Including favorable FX impacts of $1 million, Operating Margin for the nine months ended September 30, 2017, increased by $60 million, or 16%, which was driven primarily by the following (in millions):

Dominican Republic
Higher energy sales mainly driven by higher contracted capacity $ 32
Higher availability driven by greater major maintenance scope in 2016 13
Other (7 )
Total Dominican Republic Increase 38
Mexico
Lower maintenance and higher availability 17
Other 4
Total Mexico Increase 21
Other Business Drivers 1
Total MCAC SBU Operating Margin Increase $ 60

~~Adjusted Operating Margin increased by $57 million due to the drivers above, adjusted for the impact of NCI and excluding unrealized gains and losses on derivatives.~~

~~Adjusted PTC increased by $59 million, driven by the increase of $57 million in Adjusted Operating Margin as described above.~~

~~Free Cash Flow increased by $80 million, of which a $13 million decrease was attributable to NCI. The increase in Free Cash Flow was driven by:~~

~~$68 million increase in Operating Margin (net of increased depreciation of $8 million);~~

~~Lower working capital requirements of $36 million in AES Puerto Rico primarily due to higher collections of energy sales;~~

~~Lower tax payments of $10 million in the Dominican Republic primarily due to lower withholding taxes on dividends paid in 2016 to AES Affiliates;~~

~~Lower tax payments of $16 million in El Salvador; and~~

~~$7 million of lower maintenance and non-recoverable environmental capital expenditures.~~

~~These positive impacts were partially offset by:~~

~~Higher working capital requirements of $42 million in the Dominican Republic primarily due to lower collections of energy sales at Itabo; and~~

~~$13 million of higher interest payments in the Dominican Republic primarily due to an increase in net debt and average interest rates.~~

~~EURASIA SBU~~

~~The following table summarizes Operating Margin, Adjusted Operating Margin, Adjusted PTC, and Free Cash Flow (in millions) for the periods indicated:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 $ Change % Change 2017 2016 $ Change % Change
Operating Margin $ 102
$ 95
$ 7
7 % $ 343
$ 308
$ 35
11 %
Noncontrolling Interests Adjustment ⁽¹⁾
(30 ) (30 ) (94 ) (89 )
Derivatives Adjustment (4 ) (10 ) (13 ) (5 )
Adjusted Operating Margin $ 68
$ 55
$ 13
24 % $ 236
$ 214
$ 22
10 %
Adjusted PTC $ 61
$ 46
$ 15
33 % $ 218
$ 197
$ 21
11 %
Free Cash Flow $ 180
$ 156
$ 24
15 % $ 459
$ 714
$ (255 ) -36 %
Free Cash Flow Attributable to NCI $ 56
$ 65
$ (9 ) -14 % $ 145
$ 142
$ 3
2 %

~~_____________________________~~


⁽¹⁾	~~See Item 1.—Business~~ ~~included in our 2016 Form 10-K for the respective ownership interest for key businesses.~~

Including favorable FX impacts of $2 million, Operating Margin for the three months ended September 30, 2017, increased by $7 million, or 7%, which was driven primarily by the following (in millions):

Ballylumford
Higher energy and capacity prices $ 4
Other 4
Total Ballylumford Increase 8
Other Business Drivers (1 )
Total Eurasia SBU Operating Margin Increase $ 7

~~Adjusted Operating Margin increased by $13~~$49 million due to the drivers above, adjusted for NCI and excluding unrealized gains and losses on derivatives.

Adjusted PTC increased by ~~$15~~$59 million, ~~mainly~~ driven by the $49 million increase ~~of $13 million~~ in Adjusted Operating Margin described ~~above.~~

~~Free Cash Flow increased by $24 million,~~above as well as the HLBV allocation of ~~which a $9 million decrease was attributable to NCI. The~~noncontrolling interest earnings at Buffalo Gap and an increase in ~~Free Cash Flow was primarily driven by:~~insurance recoveries at DPL.

SOUTH AMERICA SBU

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



	Three Months Ended March 31,
	2018		2017		$ Change		% Change
Operating Margin	$	255	$	214	$	41	19	%
Adjusted Operating Margin⁽¹⁾	155		112		43		38	%
Adjusted PTC⁽¹⁾	136		127		9		7	%

_____________________________


• ⁽¹⁾	~~Increase~~Adjusted for the impact of NCI. See Item 1.—Business included in CO₂ ~~allowances of $9 million at Maritza due to decreased prices in 2016;~~our 2017 Form 10-K for the respective ownership interest for key businesses.

~~Lower working capital requirements of $8 million at Kilroot primarily due to a decrease in rates and VAT received in 2017; and~~

~~$5 million of lower maintenance and non-recoverable environmental capital expenditures.~~

~~Including unfavorable FX impacts of $3 million,~~ Operating Margin for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 increased by ~~$35~~$41 million, or ~~11%~~19%, which was driven primarily by the following (in millions):

Kilroot
Higher fair value adjustments of commodity swaps $ 10
Favorable capacity prices due to fixed EUR/GBP rate set by the Regulator 9
Unfavorable clean-dark spread leading to lower dispatch (6 )
Other (3 )
Total Kilroot Increase 10
Ballylumford
Higher energy and capacity prices 7
Settlement with offtaker on previous gas transportation charges billed in April 2017 4
Lower maintenance costs due to outages in 2016 3
Other 6
Total Ballylumford Increase 20
Other Business Drivers 5
Total Eurasia SBU Operating Margin Increase $ 35



Increases at AES Argentina and Termoandes primarily due to higher regulated tariffs resulting from market reforms enacted in 2017	$	30
Increases in Chile and Colombia mainly related to higher contract prices	16
Other	(5		)
Total South America SBU Operating Margin Increase	$	41

Adjusted Operating Margin increased by ~~$22~~$43 million due to the drivers above, adjusted for NCI and excluding restructuring charges.

Adjusted PTC increased by $9 million, mainly driven by the increase in Adjusted Operating Margin described above, partially offset by a $28 million decrease associated with a gain recognized in prior year from the settlement of a legal dispute with YPF at Uruguaiana.

MCAC SBU

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



	Three Months Ended March 31,
	2018		2017		$ Change		% Change
Operating Margin	$	103	$	79	$	24	30	%
Adjusted Operating Margin⁽¹⁾	74		63		11		17	%
Adjusted PTC⁽¹⁾	53		46		7		15	%

_____________________________


⁽¹⁾	Adjusted for the impact of NCI. See Item 1.—Business included in our 2017 Form 10-K for the respective ownership interest for key businesses.

Operating Margin for the three months ended March 31, 2018 increased by $24 million, or 30%, which was driven primarily by the following (in millions):



Higher availability driven by improved hydrology in Panama and lower forced maintenance outages in Dominican Republic	$	18
Higher contracted energy sales in Dominican Republic mainly driven by the commencement of operations at the Los Mina combined cycle facility in June 2017	$	12
Other	(6		)
Total MCAC SBU Operating Margin Increase	$	24

Adjusted Operating Margin increased by $11 million due to the drivers above, adjusted for NCI.

Adjusted PTC increased by $7 million, mainly driven by the increase of $11 million in Adjusted Operating Margin as described above.

EURASIA SBU

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



	Three Months Ended March 31,
	2018		2017		$ Change			% Change
Operating Margin	$	89	$	120	$	(31	)	-26	%
Adjusted Operating Margin⁽¹⁾	78		86		(8		)	-9	%
Adjusted PTC⁽¹⁾	83		77		6			8	%

_____________________________


⁽¹⁾	Adjusted for the impact of NCI. See Item 1.—Business included in our 2017 Form 10-K for the respective ownership interest for key businesses.

Including favorable FX impacts of $7 million, Operating Margin for the three months ended March 31, 2018 decreased by $31 million, or 26%, which was driven primarily by the following (in millions):



Sale of the Kazakhstan CHPs and the expiration of hydro concession in 2017	$	(15	)
Lower energy and capacity sales and higher purchased replacement power due to decreased availability in the Philippines	(15		)
Unfavorable MTM valuation of commodity swaps in Kilroot	(8		)
Higher electricity prices in the United Kingdom	11
Other	(4		)
Total Eurasia SBU Operating Margin Decrease	$	(31	)

Adjusted Operating Margin decreased by $8 million due to the drivers above, adjusted for NCI and excluding unrealized gains and losses on ~~derivatives.~~derivatives and costs due to dispositions of business interests, including early plant closures.

Adjusted PTC increased by ~~$21~~$6 million, mainly driven by the ~~increase~~positive impact in Vietnam due to increased interest income from the higher financing component of ~~$22 million~~contract consideration as a result of adoption of the new revenue recognition standard in 2018, offset by the decrease in Adjusted Operating Margin ~~described~~discussed above.

~~Free Cash Flow decreased by $255 million, of which a $3 million increase was attributable to NCI. The decrease in Free Cash Flow was primarily driven by:~~

~~Lower collections of $376 million at Maritza, primarily due to the collection of overdue receivables from NEK in April 2016;~~

~~$9 million of higher non-cash mark-to-market valuation adjustments to commodity swaps at Kilroot impacting margin but not free cash flow; and~~

~~Lower coal purchases of $9 million at Mong Duong due to the reserve shutdown in 2017.~~

~~These negative impacts were partially offset by:~~

~~The settlement of $73 million in payables to Maritza’s fuel supplier;~~

~~$21 million of lower maintenance and non-recoverable environmental capital expenditures;~~

~~$19 million increase in operating margin (net of $16 million of lower depreciation);~~

~~Lower working capital requirements of $19 million at Masinloc due to the timing of payments for coal purchases; and~~


•	~~Increase in CO~~₂ ~~allowances of $17 million at Maritza due to decreased prices in 2016.~~

Key Trends and Uncertainties

During the remainder of ~~2017~~2018 and beyond, we expect to face the following challenges at certain of our businesses. Management expects that improved operating performance at certain businesses, growth from new businesses and global cost reduction initiatives may lessen or offset their impact. If these favorable effects do not occur, or if the challenges described below and elsewhere in this section impact us more significantly than we currently anticipate, or if volatile foreign currencies and commodities move more unfavorably, then these adverse factors (or other adverse factors unknown to us) may have a material impact on our operating margin, net income attributable to The AES Corporation, and cash flows. We continue to monitor our operations and address challenges as they arise.

~~Hurricanes Irma~~Alto Maipo

As discussed in Item 7—Management’s Discussion and ~~Maria~~Analysis of Financial Condition and Results of Operations—Key Trends and Uncertainties of the 2017 Form 10-K, Alto Maipo has experienced construction difficulties which have resulted in increased projected costs over the original $2 billion budget. Alto Maipo’s construction debt remains in technical default resulting from the termination of the contract with Constructora Nuevo Maipo (“CNM”) in May 2017. Alto Maipo’s construction debt of $629 million and derivative liabilities of $116 million are presented as current as of March 31, 2018.

Construction at the project is continuing, and the project is over 64% complete. In February 2018, Alto Maipo entered into a new construction contract with Strabag, subject to the completion of the financial restructuring with the project lenders. The new contract is fixed-price and lump sum, transfers geological and construction risk to Strabag and provides a date certain for completion with strong performance and completion guarantees.

In ~~September 2017, Puerto Rico~~May 2018, Alto Maipo and the ~~U.S. Virgin Islands were severely impacted~~project’s senior lenders signed all agreements related to the financial restructuring of the project, which will become effective upon the completion of customary conditions. The restructuring, among other things, includes additional funding commitments of up to $400 million by ~~Hurricanes Irma~~AES Gener, of which $200 million will be contributed and ~~Maria, disrupting~~matched by an equal contribution of debt by the ~~operations~~project lenders and another $200 million will be contributed by AES Gener towards the completion of the project, once the lenders have disbursed $688 million of their commitments and only to the extent needed to fund project costs. Any unused portion of AES Puerto Rico, AES Ilumina, and certain Distributed Energy assets. Puerto Rico’s infrastructure was severely damaged, including electric infrastructure and transmission lines. The extensive structural damage caused by hurricane winds and floodingGener’s commitment will be used to prepay project debt. If remaining customary conditions are not met, there is ~~expected~~a risk these lenders may seek to ~~take significant time to repair.~~

On October 24, 2017, the U.S. Congress approved a $37 billion emergency disaster relief bill which will allow the US Government to help victims from the hurricanes and assist with the infrastructure rebuild in the affected areas through the Federal Emergency Management Agency. This supplemental appropriation includes an allocation of $5 billion for the Disaster Assistance Direct Loan Program to assist local governments, like Puerto Rico, in providing essential services, suchexercise remedies available as ~~reestablishing electricity.~~

Although a more detailed assessment of the damage to its facilities is still ongoing, the Company sustained modest damage to its 24 MW AES Ilumina solar plant, resulting in an estimated $6 million loss, and minor damage to its 524 MW AES Puerto Rico thermal plants, both located in Puerto Rico. The Company’s 5 MW solar plant in the U.S. Virgin Islands has been materially damaged, resulting in an estimated $9 million loss, and is not available to generate electricity.

As a result of the ~~Hurricanes, PREPA has declared an event of Force Majeure. However, both units of AES Puerto Rico~~default noted above, or Alto Maipo may not be able to meet its contractual or other obligations and ~~approximately 75% of AES Ilumina are available~~may be unable to ~~generate electricity which, in accordance~~continue with the ~~PPAs, will allow AES Puerto Rico to invoice capacity, even under Force Majeure.~~project. If any of the above occur, there could be a material impairment for the Company.

The ~~Company maintains an insurance program, subject to an annual cap, which provides coverage for property damage, business interruption,~~carrying value of long-lived assets and ~~costs associated with clean-up~~deferred tax assets of Alto Maipo as of March 31, 2018 was approximately $1.5 billion and ~~recovery. However,~~$55 million, respectively. Management believes the carrying value of the long-lived asset group is recoverable and was not impaired as of March 31, 2018. In addition, management believes it is ~~possible that any losses~~more likely than not ~~covered by insurance~~the deferred tax assets will be realized; however, they could ~~have a material adverse effect on our financial condition, results~~be reduced if estimates of ~~operations, or cash flows.~~future taxable income are decreased.

Macroeconomic and Political

During the past few years, economic conditions in some countries where our subsidiaries conduct business have destabilized. Changes in global economic conditions could have an adverse impact on our businesses in the event these recent trends continue.

Puerto Rico — As discussed in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Trends and Uncertainties of the ~~2016~~2017 Form 10-K, our subsidiaries in Puerto Rico have

~~long- term~~ long-term PPAs with state-owned PREPA, which has been facing economic challenges that could impact the Company.

In order to address these challenges, on June 30, 2016, the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”) was signed into law. PROMESA created a structure for exercising federal oversight over the fiscal affairs of U.S. territories and allowed for the establishment of an Oversight Board with broad powers of budgetary and financial control over Puerto Rico. PROMESA also created procedures for adjusting debts accumulated by the Puerto Rico government and, potentially, other territories (“Title III”). Finally, PROMESA expedites the approval of key energy projects and other critical projects in Puerto Rico.

PREPA entered into preliminary Restructuring Support Agreements (“RSAs”) with their lenders. Under PROMESEA, PREPA submitted the RSA to the Oversight Board for approval on April 28, 2017, which the board denied on June 28, 2017. As a consequence, on July 2, 2017, the Oversight Board filed for bankruptcy on behalf of PREPA under Title III.

~~As a result of the bankruptcy filing,~~ AES Puerto Rico and AES Ilumina’s non-recourse debt of ~~$365~~$334 million and ~~$36~~$35 million, respectively, ~~are~~continue in default and ~~have been~~are classified as current as of ~~September 30,~~March 31, 2018 as a result of PREPA´s bankruptcy filing in July 2017. In ~~addition,~~November 2017, AES Puerto Rico signed a Forbearance and Standstill Agreement with its lenders to prevent the lenders from taking any action against the Company due to the default events which expired on March 22, 2018. After making payments of all outstanding overdue principal amounts, the Company is in compliance with its debt payment obligations as of March 31, 2018.

Regarding the impacts of Hurricanes Irma and Maria in September 2017, as discussed in 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Trends and Uncertainties of the 2017 Form 10-K, AES Puerto Rico has resumed generation during the first quarter of 2018 and continues to be the lowest cost and EPA compliant energy provider in Puerto Rico and a critical supplier to PREPA.

The Company's receivable balances in Puerto Rico as of ~~September 30, 2017~~March 31, 2018 totaled ~~$63~~$81 million, of which ~~$30~~$3 million was overdue. ~~After the filing of Title III protection, and up until~~Despite the disruption caused by the hurricanes ~~AES in Puerto Rico was collecting~~and the ~~overdue amounts from~~Title III protection, PREPA ~~in line with historic payment patterns.~~

~~Additionally, on July 18, 2017, Moody's downgraded~~has been making payments to the generators. In the first quarter of 2018, AES Puerto Rico has been able to ~~Caa1 from B3~~collect $62 million of amounts due ~~to the heightened default risk for AES Puerto Rico~~ as ~~a result~~ of PREPA's bankruptcy protection. This protection gives PREPA the ability to renegotiate contracts, which could impact the value of our assets in Puerto Rico or otherwise have a material impact on the Company. In this regard, PREPA had requested the Company to renegotiate its 24 MW AES Ilumina’s PPA. After the event of the hurricanes Maria and Irma, these negotiations were put on hold.December 31, 2017.

Considering the information available as of the filing date, Management believes the carrying amount of our assets in Puerto Rico of ~~$622~~$614 million is recoverable and no reserve on the receivables is necessary as of ~~September 30, 2017.~~March 31, 2018.

~~Brazil~~ — The political landscape in Brazil remains uncertain. As disclosed in the Company’s Form 10-K for the year ended December 31, 2016, Brazilian President Michael Temer was seeking to implement economic reforms in Brazil that would improve the economic outlook in Brazil, which may benefit our businesses in the country. During 2017, corruption investigations were formally started against President Temer. These investigations could delay the reform plans which may have benefited our businesses in Brazil.

Regulatory

~~DP&L ESP Rate Case~~ — On October 20, 2017, PUCO issued a final decision approving the DP&L ESP rate case. The ESP establishes DP&L’s framework for providing retail service on a go forward basis including rate structures, non-bypassable charges and other specific rate recovery true-up mechanisms. The agreement establishes a six-year settlement that provides a framework for energy rates and defines components which include, but are not limited to, the following:

~~Bypassable standard offer energy rates for DP&L’s customers based on competitive bid auctions;~~

The establishment of a three-year non-bypassable Distribution Modernization Rider designed to collect $105 million in revenue per year which could be extended by PUCO for an additional two years. The Distribution Modernization Rider will be used for debt repayments as well as modernization and maintenance of transmission and distribution infrastructure;

The establishment of a non-bypassable Distribution Investment Rider to recover incremental distribution capital investments, the amount of which is to be established in a separate DP&L distribution rate case;

A non-bypassable Reconciliation Rider permitting DP&L to defer, recover, or credit the net proceeds from selling energy and capacity received as part of DP&L’s investment in the Ohio Valley Electric Corporation;

Implementation by DP&L of a Smart Grid Rider, Economic Development Rider, Economic Development Fund, Regulatory Compliance Rider and certain other new or modified rates, riders and competitive retail market enhancements, with tariffs consistent with the order to be effective November 1, 2017;

A commitment to commence the sale process of the Company’s ownership interests in the Zimmer, Miami Fort and Conesville coal-fired generation plants with all sales proceeds used to pay debt of DPL and DP&L; and

~~Restrictions on DPL making dividend or tax sharing payments.~~

In connection with the sale or closure of our generation plants as contemplated by the ESP settlement or otherwise, DPL and DP&L may incur certain cash and non-cash charges, which could be material to the Company.

~~Proposed U.S. Market Reforms~~Maritza PPA Review — The ~~U.S. Department~~DG Comp continues to review whether Maritza’s PPA with NEK is compliant with the European Commission’s state aid rules. Although no formal investigation has been launched by DG Comp to date, Maritza has engaged in discussions with the DG Comp case team and representatives of ~~Energy (“DOE”) issued~~Bulgaria to discuss the agency’s review. In the near term, Maritza expects that it will engage in discussions with Bulgaria to attempt to reach a ~~Notice~~negotiated resolution concerning DG Comp’s review. The anticipated discussions could involve a range of ~~Proposed Rule Making (“NOPR”) on September 29, 2017, which directed the FERC~~potential outcomes, including but not limited to exercise its authority to set just and reasonable rates that recognize the “resiliency” value provided by generation plants with certain characteristics, including having 90-days or more of on-site fuel and operating in markets where they do not receive rate base treatment through state ratemaking. Nuclear and coal-fired generation plants are most likely to be able to meet the requirements. As proposed, the DOE would value resiliency through rates that recover “compensable costs” that are defined to include the recovery of operating and fuel expenses, debt service and a fair return on equity. The FERC is proceeding on an expedited basis, as requested by the DOE, but the timing and outcometermination of the ~~proposed rule, including effects on wholesale energy markets, remains uncertain.~~

~~International Trade Commission~~ — In April 2017, Suniva, a bankrupt solar photovoltaic panel manufacturer with a factory in Georgia filed a petition with the U.S. International Trade Commission (“ITC”) asserting that solar panels imported into the U.S. were causing substantial injuryPPA and payment of some level of compensation to ~~domestic manufacturers. Subsequent~~Maritza. Any negotiated resolution would be subject to ~~filing, SolarWorld Americas, a large U.S. manufacturer of solar panels, joined as a co-petitioner. The ITC accepted the petition~~mutually acceptable terms, lender consent, and on September 22, 2107 determined that serious injury has been caused by foreign solar photovoltaic panels. On October 31, 2017, the ITC announced its proposed recommendations for remedies. These proposed recommendations include tariffs at various levels, a quota system and licensing fees. The ITC's final recommendations will be provided to the U.S. President by November 13, 2017. A final decision, either to accept, revise or reject some or all of the ITC's recommendations, will be made by the U.S. President in late 2017 or early 2018. AES is still evaluating the impact these recommended remedies will have, but they will likely increase the cost of solar photovoltaic panels and may impact the value of future solar development projects in the U.S., including those of our solar businesses. In the absence of the U.S. President's final decision, it is difficult toDG Comp approval. At this time, we cannot predict the outcome of the ~~recommended remedies, but~~anticipated discussions between Maritza and Bulgaria, nor can we predict how DG Comp might resolve its review if the ~~impact on our solar businesses and AES could be material.~~

~~Alto Maipo~~

~~As disclosed in the Company’s Form 10-Q for the period ended March 31, 2017, Alto Maipo has experienced construction difficulties which have resulted~~discussions fail to result in an ~~increase in projected cost for~~agreement concerning the project of up to 22% of the original $2 billion budget. These overages led to a series of negotiations with the intention of restructuring the project’s existing financial structure and obtaining additional funding. On March 17, 2017, AES Gener completed areview. Maritza believes that its PPA is legal and ~~financial restructuring of Alto Maipo. As a part of~~in compliance with all applicable laws, and it will take all actions necessary to protect its interests, whether through negotiated agreement or otherwise. However, there can be no assurances that this restructuring, AES Gener simultaneously acquired a 40% ownership interest from Minera Los Pelambres (“MLP”), a noncontrolling shareholder, for a nominal consideration, and sold a 6.7% interest to one of the construction contractors. Through its 67% ownership interest in AES Gener, the Company now has an effective 62% indirect economic interest in Alto Maipo. Additionally, certain construction milestones were amended andmatter will be resolved favorably; if ~~Alto Maipo~~it is ~~unable to meet these milestones,~~not, there could be a material adverse impact ~~to the financing~~on Maritza’s and ~~value of the project. For additional information on risks regarding construction and development, refer to Item 1A.—Risk Factors~~—~~Our Business is Subject to Substantial Development Uncertainties~~ ~~of the 2016 Form 10-K.~~

Following the restructuring described above, the project continued to face construction difficulties including greater than expected costs and slower than anticipated productivity by construction contractors towards agreed-upon milestones. Furthermore, during the second quarter of 2017, as a result of the failure to perform by one of its construction contractors, Constructora Nuevo Maipo S.A. (“CNM”), Alto Maipo terminated CNM’s contract. Alto Maipo has hired a temporary replacement contractor to complete a portion of CNM’s work while the search for a permanent replacement contractor continues. Alto Maipo is currently a party to legal proceedings concerning the termination of CNM and related matters, including, but not limited to, Alto Maipo’s draws on letters of credit securing CNM’s performance under the parties’ construction contract totaling $73 million (the “LC Funds”). The LC Funds were collected by Alto Maipo and are available to be utilized for on-going construction costs, but CNM may require Alto Maipo to escrow the LC Funds. The Company cannot anticipate the outcome of the legal proceedings. As a result of the termination of CNM, Alto Maipo’s construction debt of $623 million and derivative liabilities of $139 million are in technical default and presented as current in the balance sheet as of September 30, 2017.

~~other obligations and may be unable to continue with the project. If any of the above occur, there could be a material impairment for the Company.~~

The carrying value of long-lived assets and deferred tax assets of Alto Maipo as of September 30, 2017 was approximately $1.4 billion and $60 million, respectively. Through its 67% ownership interest in AES Gener, the Parent Company has invested approximately $360 million in Alto Maipo and has an additional equity funding commitment of $55 million required as part of the March 2017 restructuring described above. Even though certain construction difficulties have not been formally resolved, construction costs continue to be capitalized as management believes the project is probable of completion. Management believes the carrying value of the long-lived asset group is recoverable and was not impaired as of September 30, 2017. In addition, management believes it is more likely than not the deferred tax assets will be realized; however, they could be reduced if estimates of future taxable income are decreased.

~~Eletropaulo~~

~~AES is continuing to pursue strategic options for Eletropaulo to reduce~~ the Company’s exposure to the Brazilian distribution market. In preparation for this strategic shift, the Company is pursuing the transfer of Eletropaulo’s shares to the Novo Mercado, a listing segment of the Brazilian stock exchange with the highest governance standards, including the requirement for the company to trade exclusively in ordinary shares. On September 12, 2017, the required majority of Eletropaulo’s shareholders approved the conversion of the current preferred shares into ordinary shares and the transfer to the Novo Mercado. However, shareholders holding approximately 3 million shares, representing 2.7% of the total preferred shares, have indicated their preference to exercise withdrawal rights, which allows them to redeem their shares and receive a cash payment at book value for tendering their shares to Eletropaulo. Eletropaulo has now received all third party approvals to migrate to the Novo Mercado. The migration will be submitted to the Eletropaulo Board for confirmation that the costs associated with the exercise of the withdrawal rights are not significant enough to prevent migration. Once confirmed, and the preferred shares are converted into ordinary shares, AES will no longer control Eletropaulo. Losing control will result in deconsolidation of Eletropaulo and the recording of an equity method investment for the remaining interest held in Eletropaulo. As of September 30, 2017, Eletropaulo had cumulative translation losses attributable to AES of $452 million and pension losses attributable to AES in other comprehensive income of $243 million, both of which will be recognized in earnings if Eletropaulo is deconsolidated.

~~Changuinola Tunnel Leak~~

Increased water levels were noted in a creek near the Changuinola power plant, a 223 MW hydroelectric power facility in Panama. After the completion of an assessment, the Company has confirmed loss of water in specific sections of the tunnel. The plant is in operation and can generate up to its maximum capacity. Repairs will be needed to ensure the long term performance of the facility, during which time the affected units of the plant will be out of service. Subject to final inspection, the repairs may take up to 10 months to complete and it is expected to commence during the first quarter of 2019. The Company has notified its insurers of a potential claim and is asserting claims against its construction contractor. However, there can be no assurance of collection. The Company has not identified any indicators of impairment and believes the carrying value of the long-lived asset group is recoverable as of September 30, 2017.respective financial statements.

Impairments

Long-lived Assets — During the nine months ended September 30, 2017, the Company recognized asset impairment expense of $186 million at the Kazakhstan CHP and Hydroelectric plants, $66 million at the Stuart and Killen Stations at DPL, and $8 million at Tait Energy Storage in the PJM market. See Note 14—~~Asset Impairment Expense~~ ~~included in Item 1.—Financial Statements~~ of this Form 10-Q for further information. After recognizing these asset impairment expenses, the carrying value of the long-lived asset groups, including those that were assessed and not impaired, excluding Alto Maipo, totaled $809 million at September 30, 2017.

Events or changes in circumstances that may necessitate ~~further~~ recoverability tests and potential impairments of long-lived assets may include, but are not limited to, adverse changes in the regulatory environment, unfavorable changes in power prices or fuel costs, increased competition due to additional capacity in the grid, technological advancements, declining trends in demand, or an expectation it is more likely than not the asset will be disposed of before the end of its estimated useful life.

~~Functional Currency~~

~~Argentina~~ — In February 2017, the Argentina Ministry of Energy issued Resolution 19/2017, which established changes to the energy price framework. As a result of this resolution, tariffs are priced in USD rather than Argentine Pesos, and the retention of unpaid amounts and accumulation of receivables with CAMMESA was eliminated. Concurrent with the establishment of the new price framework, AES Argentina issued $300 million of bonds denominated in USD. Given these significant changes in economic facts and circumstances, the Company changed

~~the functional currency of the Argentina businesses from the Argentine Peso to the USD effective February 2017. Changes to the energy framework could have a material impact on the Company.~~

~~Chivor~~ — In May 2017, the Company repaid its outstanding USD denominated debt held at Chivor. In addition, the Company updated Chivor’s future financing strategy to align with Colombian Peso denominated operational cash flows of the business. Given these changes, the Colombian Peso is now regarded as the currency of the economic environment in which Chivor primarily operates. Therefore, the Company changed the functional currency of the Chivor business from USD to the Columbian Peso effective May 2017.

~~Foreign Exchange and Commodities~~

Our businesses are exposed to and proactively manage market risk. Our primary market risk exposure is to the price of commodities, particularly electricity, oil, natural gas, coal, and environmental credits, and FX rates. Volatility in these prices and FX rates could have a material impact on our results. For additional information, refer to Item 3.—~~Quantitative and Qualitative Disclosures About Market Risk~~.

Environmental

The Company is subject to numerous environmental laws and regulations in the jurisdictions in which it operates. The Company faces certain risks and uncertainties related to these environmental laws and regulations, including existing and potential GHG legislation or regulations and actual or potential laws and regulations pertaining to water discharges, waste management (including disposal of coal combustion byproducts) and certain air emissions, such as SO₂, NO_x, particulate matter and mercury. Such risks and uncertainties could result in increased capital expenditures or other compliance costs which could have a material adverse effect on certain of our U.S. or international subsidiaries and our consolidated results of operations. For further information about these risks, see Item 1A.—Risk Factors—Our businesses are subject to stringent environmental laws and regulations; Our businesses are subject to enforcement initiatives from environmental regulatory agencies; and Regulators, politicians, non-governmental organizations and other private parties have expressed concern about greenhouse gas, or GHG, emissions and the potential risks associated with climate change and are taking actions which could have a material adverse impact on our consolidated results of operations, financial condition and cash flows included in the ~~2016~~2017 Form 10-K. ~~The following discussion of the impact of environmental laws and regulations on the Company updates the discussion provided in Item 1.—Business—Environmental and Land Use Regulations~~ ~~of the 2016 Form 10-K.~~

~~Update to Greenhouse Gas Emissions Discussion~~ ~~— We refer to the discussion in Item 1.—Business~~—~~United States Environmental and Land~~-~~Use Regulations~~—~~Greenhouse Gas Emissions~~ ~~in the Company’s 2016 Form 10-K for a discussion of certain recent developments, including the EPA’s CO~~₂ ~~emissions rules for new electric generating units, or GHG NSPS, as well as the CO~~₂ emissions rules for existing power plants, called the CPP. Both the GHG NSPS and the CPP are being challenged by several states and industry groups in the D.C. Circuit. The challenges to the CPP have been fully briefed and argued, but oral arguments have not yet taken place on the GHG NSPS. On March 28, 2017, the EPA filed a motion in the D.C. Circuit to hold the challenges to both the CPP and the GHG NSPS in abeyance in light of an Executive Order signed the same day. On April 28, 2017, the D.C. Circuit issued orders holding the challenges to both rules in abeyance for 60 days, with subsequent extensions granted by the court. The most recent extension was set to expire on October 10, 2017. EPA filed a status report and requested that the court continue to hold the case in abeyance in light of EPA’s announcement that it would propose to repeal the CPP in accordance with an Executive Order that instructed the EPA Administrator to review the GHG NSPS and CPP and “if appropriate...as soon as practicable...publish for notice and comment proposed rules suspending, revising, or rescinding those rules.” On October 16, 2017, the EPA published in the Federal Register a proposed rule that would rescind the CPP. Some states and environmental groups have opposed EPA’s most recent request to continue to hold the CPP appeals in abeyance and the D.C. Circuit has not yet acted upon EPA’s request.

By order of the U.S. Supreme Court, the CPP has been stayed pending resolution of the challenges to the rule. Due to the future uncertainty of the CPP, we cannot at this time determine the impact on our operations or consolidated financial results, but we believe the cost to comply with the CPP, should it be upheld and implemented in its current or a substantially similar form, could be material. The GHG NSPS remains in effect at this time, and, absent further action from the EPA that rescinds or substantively revises the NSPS, it could impact any Company plans to construct and/or modify or reconstruct electric generating units in some locations, which may have a material impact on our business, financial condition or results of operations.

~~Updates to Water Discharges Regulations Discussion~~ ~~— As further discussed in Item 1.—Business~~—~~United States Environmental and Land~~-~~Use Regulations~~—~~Water Discharges~~ ~~in the Company’s 2016 Form 10-K, the EPA published its final effluent limitations guideline (“ELG”) rule in November 2015 to reduce toxic pollutants discharged~~

into waters of the United States by power plants. These effluent limitations for existing and new sources include dry handling of fly ash, closed-loop or dry handling of bottom ash, and more stringent effluent limitations for flue gas desulfurization wastewater. The required compliance time lines for existing sources was to be established between November 1, 2018 and December 31, 2023. On September 18, 2017, the EPA published a final rule delaying certain compliance dates of the ELG rule for two years while it administratively reconsiders the rule. While we are still evaluating the effects of the rule, we anticipate that the implementation of its current requirements could have a material adverse effect on our results of operations, financial condition and cash flows, and a postponement or reconsideration of the rule that leads to less stringent requirements would likely offset some or all of the adverse effects of the rule.

~~As further discussed in Item 1.—Business~~—~~United States Environmental and Land~~-~~Use Regulations~~—~~Water Discharges~~ ~~in the Company’s 2016 Form 10-K and in Item 1.—Management’s Discussion and Analysis~~—~~Key Trends and Uncertainties~~—~~Updates to Water Discharge~~s ~~Discussion~~ in the Company’s Form 10-Q for the fiscal quarter ended March 31, 2017, the EPA published a final rule in June 2015 defining federal jurisdiction over waters of the U.S. This rule, which became effective on August 28, 2015, may expand or otherwise change the number and types of waters or features subject to federal permitting. On October 9, 2015, the U.S. Court of Appeals for the Sixth Circuit (the “Sixth Circuit”) issued an order to temporarily stay the “Waters of the U.S.” rule nationwide. The Sixth Circuit’s stay remains in place pending the outcome of various legal challenges, including a challenge to the U.S. Supreme Court that will determine whether the Sixth Circuit has jurisdiction over the rule. On June 27, 2017, the EPA proposed a rule that would rescind the “Waters of the U.S.” rule and re-codify the definition of “Waters of the United States” that existed prior to the 2015 rule. We cannot predict the outcome of this judicial or regulatory process, but if the “Waters of the United States” rule is ultimately implemented in its current or substantially similar form and survives the legal challenges, it could have a material impact on our business, financial condition or results of operations.

Capital Resources and Liquidity

Overview — As of ~~September 30, 2017,~~March 31, 2018, the Company had unrestricted cash and cash equivalents of ~~$1.4~~$1.2 billion, of which ~~$81~~$76 million was held at the Parent Company and qualified holding companies. The Company also had ~~$563~~$617 million in short-term investments, held primarily at subsidiaries. In addition, we had restricted cash and debt service reserves of ~~$1.2 billion.~~$956 million. The Company also had non-recourse and recourse aggregate principal amounts of debt outstanding of ~~$17.1~~$15.6 billion and ~~$5.0~~$4.1 billion, respectively.

We expect current maturities of non-recourse debt to be repaid from net cash provided by operating activities of the subsidiary to which the debt relates, through opportunistic refinancing activity, or some combination thereof. We have $4$5 million of recourse debt which matures within the next twelve months. From time to time, we may elect to repurchase our outstanding debt through cash purchases, privately negotiated transactions or otherwise when management believes that such securities are attractively priced. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements and other factors. The amounts involved in any such repurchases may be material.

We rely mainly on long-term debt obligations to fund our construction activities. We have, to the extent available at acceptable terms, utilized non-recourse debt to fund a significant portion of the capital expenditures and investments required to construct and acquire our electric power plants, distribution companies and related assets. Our non-recourse financing is designed to limit cross-default risk to the Parent Company or other subsidiaries and affiliates. Our non-recourse long-term debt is a combination of fixed and variable interest rate instruments. Debt is typically denominated in the currency that matches the currency of the revenue expected to be generated from the benefiting project, thereby reducing currency risk. In certain cases, the currency is matched through the use of

derivative instruments. The majority of our non-recourse debt is funded by international commercial banks, with debt capacity supplemented by multilaterals and local regional banks.

Given our long-term debt obligations, the Company is subject to interest rate risk on debt balances that accrue interest at variable rates. When possible, the Company will borrow funds at fixed interest rates or hedge its variable rate debt to fix its interest costs on such obligations. In addition, the Company has historically tried to maintain at least 70% of its consolidated long-term obligations at fixed interest rates, including fixing the interest rate through the use of interest rate swaps. These efforts apply to the notional amount of the swaps compared to the amount of related underlying debt. Presently, the Parent Company’s only material unhedged exposure to variable interest rate debt relates to indebtedness under its ~~$522~~$520 million outstanding secured term loan due 2022 and drawings of ~~$540~~$257 million under its senior secured credit facility. On a consolidated basis, of the Company’s ~~$22.0~~$19.7 billion of total debt outstanding as of ~~September 30, 2017,~~March 31, 2018, approximately ~~$4.1~~$2.4 billion bore interest at variable rates that were not

subject to a derivative instrument which fixed the interest rate. Brazil holds ~~$1.9 billion~~$790 million of our floating rate non-recourse exposure as we have no ability to fix local debt interest rates efficiently.

In addition to utilizing non-recourse debt at a subsidiary level when available, the Parent Company provides a portion, or in certain instances all, of the remaining long-term financing or credit required to fund development, construction or acquisition of a particular project. These investments have generally taken the form of equity investments or intercompany loans, which are subordinated to the project’s non-recourse loans. We generally obtain the funds for these investments from our cash flows from operations, proceeds from the sales of assets and/or the proceeds from our issuances of debt, common stock and other securities. Similarly, in certain of our businesses, the Parent Company may provide financial guarantees or other credit support for the benefit of counterparties who have entered into contracts for the purchase or sale of electricity, equipment, or other services with our subsidiaries or lenders. In such circumstances, if a business defaults on its payment or supply obligation, the Parent Company will be responsible for the business’ obligations up to the amount provided for in the relevant guarantee or other credit support. At ~~September 30, 2017,~~March 31, 2018, the Parent Company had provided outstanding financial and performance-related guarantees or other credit support commitments to or for the benefit of our businesses, which were limited by the terms of the agreements, of approximately ~~$833~~$822 million in aggregate (excluding those collateralized by letters of credit and other obligations discussed below).

As a result of the Parent Company’s below investment grade rating, counterparties may be unwilling to accept our general unsecured commitments to provide credit support. Accordingly, with respect to both new and existing commitments, the Parent Company may be required to provide some other form of assurance, such as a letter of credit, to backstop or replace our credit support. The Parent Company may not be able to provide adequate assurances to such counterparties. To the extent we are required and able to provide letters of credit or other collateral to such counterparties, this will reduce the amount of credit available to us to meet our other liquidity needs. At ~~September 30, 2017,~~March 31, 2018, we had ~~$125~~$52 million in letters of credit outstanding provided under our unsecured credit facility and $9$36 million in letters of credit outstanding provided under our senior secured credit facility. These letters of credit operate to guarantee performance relating to certain project development and construction activities and business operations. During the quarter ended ~~September 30, 2017,~~March 31, 2018, the Company paid letter of credit fees ranging from ~~0.25%~~1.33% to ~~2.25%~~3% per annum on the outstanding amounts.

We expect to continue to seek, where possible, non-recourse debt financing in connection with the assets or businesses that we or our affiliates may develop, construct or acquire. However, depending on local and global market conditions and the unique characteristics of individual businesses, non-recourse debt may not be available on economically attractive terms or at all. If we decide not to provide any additional funding or credit support to a subsidiary project that is under construction or has near-term debt payment obligations and that subsidiary is unable to obtain additional non-recourse debt, such subsidiary may become insolvent, and we may lose our investment in that subsidiary. Additionally, if any of our subsidiaries lose a significant customer, the subsidiary may need to withdraw from a project or restructure the non-recourse debt financing. If we or the subsidiary choose not to proceed with a project or are unable to successfully complete a restructuring of the non-recourse debt, we may lose our investment in that subsidiary.

Many of our subsidiaries depend on timely and continued access to capital markets to manage their liquidity needs. The inability to raise capital on favorable terms, to refinance existing indebtedness or to fund operations and other commitments during times of political or economic uncertainty may have material adverse effects on the financial condition and results of operations of those subsidiaries. In addition, changes in the timing of tariff increases or delays in the regulatory determinations under the relevant concessions could affect the cash flows and results of operations of our businesses.

Long-Term Receivables — As of ~~September 30, 2017,~~March 31, 2018, the Company had approximately ~~$238~~$186 million of accounts receivable classified as Noncurrent assets—other, primarily related to certain of its generation businesses in

Argentina, ~~and~~ the United States, and ~~its utility business in~~ Brazil. These noncurrent receivables mostly consist of accounts receivable in Argentina that, pursuant to amended agreements or government resolutions, have collection periods that extend beyond ~~September 30, 2018,~~March 31, 2019, or one year from the latest balance sheet date. The majority of Argentinian receivables have been converted into long-term financing for the construction of power plants. See Note 5—Financing Receivables ~~included~~ in ~~Part I—~~Item 1.—Financial Statements of this Form 10-Q and Item 1.—Business—Argentina—Regulatory Framework included in our ~~2016~~2017 Form 10-K for further information.

As of March 31, 2018, the Company had approximately $1.5 billion of loans receivable primarily related to a facility constructed under a build, operate, and transfer contract in Vietnam. This loan receivable represents contract consideration related to the construction of the facility, which was substantially completed in 2015, and will be collected over the 25 year term of the plant’s PPA. See Note 12—Revenue in Item 1.—Financial Statements of this Form 10-Q for further information.

Consolidated Cash Flows

The following table reflects the changes in operating, investing, and financing cash flows for the comparative three ~~and nine~~ month periods (in millions):


	Three Months Ended September 30,									Nine Months Ended September 30,									Three Months Ended March 31,
Cash flows provided by (used in):	2017			2016			$ Change			2017			2016			$ Change			2018			2017			$ Change
Operating activities	$	735		$	819		$	(84	)	$	1,689		$	2,182		$	(493	)	$	515		$	708		$	(193	)
Investing activities	(1,174		)	(543		)	(631		)	(2,282		)	(1,869		)	(413		)	416			(317		)	733
Financing activities	614			(215		)	829			678			(258		)	936			(630		)	(79		)	(551		)

Operating Activities

The following table summarizes the key components of our consolidated operating cash flows (in millions):


	Three Months Ended September 30,							Nine Months Ended September 30,									Three Months Ended March 31,
	2017		2016		$ Change			2017			2016			$ Change			2018			2017			$ Change
Net income (loss)	$	261	$	229	$	32		$	509		$	(84	)	$	593
Net income																	$	777		$	98		$	679
Depreciation and amortization	303		291		12			884			877			7			254			291			(37		)
Gain on disposal and sale of businesses																	(788		)	—			(788		)
Impairment expenses	2		79		(77		)	260			475			(215		)	—			168			(168		)
Loss on extinguishment of debt	49		16		33			44			12			32
Deferred income taxes																	180			(6		)	186
Loss (gain) on extinguishment of debt																	170			(17		)	187
Other adjustments to net income	5		14		(9		)	171			438			(267		)	74			72			2
Non-cash adjustments to net income (loss)	359		400		(41		)	1,359			1,802			(443		)	(110		)	508			(618		)
Net income, adjusted for non-cash items	$	620	$	629	$	(9	)	$	1,868		$	1,718		$	150		$	667		$	606		$	61
Net change in operating assets and liabilities ⁽¹⁾	$	115	$	190	$	(75	)	$	(179	)	$	464		$	(643	)
Changes in working capital ⁽¹⁾																	$	(152	)	$	102		$	(254	)
Net cash provided by operating activities⁽²⁾	$	735	$	819	$	(84	)	$	1,689		$	2,182		$	(493	)	$	515		$	708		$	(193	)

_____________________________


⁽¹⁾	Refer to the table below for explanations of the variance in working capital, which are defined as changes in operating assets and liabilities ~~(also generally referred to as “working capital” in~~ on the ~~Segment Operating~~Condensed Consolidated Statements of Cash ~~Flow Analysis~~).Flows.


⁽²⁾	Amounts included in the table above include the results of discontinued operations, where applicable.

~~Net change in~~Cash provided by operating ~~assets and liabilities~~activities decreased by ~~$75~~$193 million for the three months ended ~~September 30, 2017,~~March 31, 2018, compared to the three months ended ~~September 30, 2016,~~March 31, 2017, primarily driven by increased working capital requirements of $254 million, which was partially offset by an increase in Net income, adjusted for non-cash items of $61 million.

The increase in working capital requirements of $254 million for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, was primarily driven by:



Increases in:
Prepaid expenses and other current assets
Accounts receivable, primarily due to the timing of collections at DPL, AES Argentina, Angamos, El Salvador, and Mexico	$	(89	)
Prepaid expenses and other current assets, primarily due to the deconsolidation of Eletropaulo	(144		)
Decreases in:
Income taxes payable, net, primarily due to the deconsolidation of Eletropaulo	(38		)
Other assets, primarily due to increased collections from CAMMESSA at AES Argentina	62
Other liabilities, primarily due to the deconsolidation of Eletropaulo, and higher pension contributions at IPALCO	(44		)
Other	(1		)
Total decrease in cash from changes in working capital	$	(254	)

Investing Activities

Net cash provided by investing activities increased by $733 million for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, which was primarily driven by (in millions):

Increases in:
Accounts receivable, primarily at Gener and Itabo $ (128 )
Prepaid expenses and other current assets, primarily short-term regulatory assets at Eletropaulo and Sul (213 )
Inventory, primarily at IPL, Eletropaulo, Itabo and Gener (47 )
Accounts payable and other current liabilities, primarily at Eletropaulo 306
Other 7
Total decrease in cash from changes in operating assets and liabilities $ (75 )

Net change in operating assets and liabilities decreased by $643 million for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016, which was primarily driven by (in millions):

Increases in:
Accounts receivable, primarily at Maritza and Eletropaulo $ (614 )
Prepaid expenses and other current assets, primarily short-term regulatory assets at Eletropaulo and Sul (530 )
Inventory, primarily at Gener, IPL and DPL (102 )
Accounts payable and other current liabilities, primarily at Eletropaulo, Maritza and Gener 729
Income taxes payable, net, and other taxes payable, primarily at Gener,Tietê and Eletropaulo 266
Decreases in:
Other liabilities, primarily due to higher deferrals into regulatory liabilities related to energy costs in 2016 compared to 2017 at Eletropaulo (363 )
Other (29 )
Total decrease in cash from changes in operating assets and liabilities $ (643 )

~~Investing Activities~~

Net cash used in investing activities increased by $631 million for the three months ended September 30, 2017, compared to the three months ended September 30, 2016, which was primarily driven by (in millions):

Decreases In:
Capital expenditures ⁽¹⁾
$ 51
Short-term investments 221
Increases in:
Acquisitions of businesses, net of cash acquired, and equity method investees (related to the acquisitions of sPower and Alto Sertão II in 2017, partially offset by the acquisition of Distributed Energy in 2016) (554 )
Restricted cash, debt service and other assets (318 )
Other investing activities (31 )
Total increase in net cash used in investing activities $ (631 )

~~_____________________________~~


⁽¹⁾	~~Refer to the tables below for a breakout of capital expenditures by type and primary business driver.~~

Net cash used in investing activities increased by $413 million for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016, which was primarily driven by (in millions):

Decreases in:
Capital expenditures ⁽¹⁾
$ 183
Proceeds from the sales of businesses, net of cash sold, and equity method investments (primarily related to the sales of DPLER, Kelanitissa and Jordan in 2016 and the receipt of contingent sales proceeds in 2016 from the sale of Cameroon, partially offset by the sale of Kazakhstan CHPs in 2017) (118 )
Short-term investments 319
Increases in:
Acquisitions of businesses, net of cash acquired, and equity method investees (related to the acquisitions of sPower and Alto Sertão II in 2017, partially offset by the acquisition of Distributed Energy in 2016) (545 )
Restricted cash, debt service and other assets (188 )
Other investing activities (64 )
Total increase in net cash used in investing activities $ (413 )



Decreases in:
Cash resulting from net purchases and sales of short-term investments	$	(387	)
Increases In:
Capital expenditures ⁽¹⁾	(21		)
Proceeds from the sales of businesses, net of cash and restricted cash sold, primarily due to the sales of Masinloc and the DPL Peaker assets	1,176
Other investing activities	(35		)
Total increase in net cash provided by investing activities	$	733

_____________________________


⁽¹⁾	Refer to the tables below for a breakout of capital expenditures by type and primary business driver.

Capital Expenditures

The following table summarizes the Company's capital expenditures for growth investments, maintenance, and environmental reported in investing cash activities for the periods indicated (in millions):


	Three Months Ended September 30,								Nine Months Ended September 30,								Three Months Ended March 31,
	2017			2016			$ Change		2017			2016			$ Change		2018		2017		$ Change
Growth Investments	$	(310	)	$	(339	)	$	29	$	(1,109	)	$	(1,126	)	$	17	$	398	$	304	$	94
Maintenance	(137		)	(141		)	4		(423		)	(458		)	35		88		146		(58		)
Environmental ⁽¹⁾	(17		)	(35		)	18		(55		)	(186		)	131		9		24		(15		)
Total capital expenditures	$	(464	)	$	(515	)	$	51	$	(1,587	)	$	(1,770	)	$	183	$	495	$	474	$	21

~~_____________________________~~


⁽¹⁾	~~Includes both recoverable and non-recoverable environmental capital expenditures. See~~ ~~Non-GAAP Measures~~—~~Free Cash Flow~~ ~~for more information.~~

Cash used for capital expenditures ~~decreased~~increased by ~~$51~~$21 million for the three months ended ~~September 30, 2017,~~March 31, 2018, compared to the three months ended ~~September 30, 2016,~~March 31, 2017, which was primarily driven by (in millions):

Decreases in:
Growth expenditures at the Andes SBU, primarily due to slower than anticipated productivity by construction contractors at Alto Maipo $ 137
Maintenance and environmental expenditures at the US SBU, primarily due to lower spending at IPALCO on the NPDES compliance and Harding Street refueling projects and decreased spending on CCR compliance 19
Growth expenditures at the Eurasia SBU, primarily due to timing of payments to contractors for Unit 3 expansion at Masinloc 18
Increases in:
Growth expenditures at the US SBU, primarily due to increased spending at Southland repowering (130 )
Other capital expenditures 7
Total decrease in net cash used for capital expenditures $ 51



Increases in:
Growth expenditures at the US and Utilities SBU, primarily due to increased spending for the Southland re-powering project	$	194
Decreases in:
Growth expenditures at the South America SBU, primarily in Brazil due to the deconsolidation of Eletropaulo and at Alto Maipo as a result of the Strabag agreement for construction financing	(87		)
Maintenance and environmental expenditures at the South America SBU, primarily due to the deconsolidation of Eletropaulo	(53		)
Other capital expenditures	(33		)
Total increase in net cash used for capital expenditures	$	21

Financing Activities

~~Cash~~Net cash used ~~for capital expenditures decreased by $183~~in financing activities increased $551 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, compared to the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, which was primarily driven by (in millions):

Decreases in:
Growth expenditures at the Andes SBU, primarily due to the completion of the Cochrane project $ 85
Maintenance and environmental expenditures at the US SBU, primarily due to lower spending at IPALCO on the NPDES and MATS compliance and Harding Street refueling projects, decreased spending on CCR compliance and also, decreased spending at DPL on Stuart and Killen facilities due to planned plant closures 152
Increases in:
Growth expenditures at the US SBU, primarily due to increased spending at Southland repowering and various Distributed Energy projects, offset by lower spending related to CCGT at IPALCO (18 )
Growth, maintenance and environmental expenditures at the Brazil SBU, primarily due to the quality indicator recovery plan and increase in productivity commitments at Eletropaulo, offset by absence of spending at Sul due to its sale in 2016 (43 )
Other capital expenditures 7
Total decrease in net cash used for capital expenditures $ 183

~~Financing Activities~~

Net cash provided by financing activities increased $829 million for the three months ended September 30, 2017, compared to the three months ended September 30, 2016, which was primarily driven by (in millions):

Increases in:
Borrowings under the revolving credit facilities, at the Parent Company $ 384
Issuance of recourse debt at the Parent Company ⁽¹⁾
204
Issuance of non-recourse debt, primarily at the US, MCAC, and Brazil SBUs ⁽¹⁾
204
Proceeds from sale of noncontrolling interests related to the sell down of Dominican Republic business in 2017 60
Other financing activities (23 )
Total increase in net cash provided by financing activities $ 829

~~_____________________________~~


⁽¹⁾	~~See Note 7—Debtin Item 1—Financial Statements~~ ~~of this Form 10-Q for more information regarding significant non-recourse debt transactions.~~

Net cash provided by financing activities increased $936 million for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016, which was primarily driven by (in millions):

Decreases in:
Proceeds from the sale of redeemable stock of subsidiaries at IPALCO $ (134 )
Increases in:
Borrowings under the revolving credit facilities, primarily at the Parent Company and net decrease in repayment at the US SBU 415
Issuance of non-recourse debt, primarily at the Brazil, MCAC, and US SBUs⁽¹⁾
574
Proceeds from sale of noncontrolling interests related to the sell down of Dominican Republic business in 2017 60
Other financing activities 21
Total increase in net cash provided by financing activities $ 936



Increases in:
Net repayments of recourse debt at the Parent Company	$	(433	)
Net repayments of revolving credit facilities, primarily at the Parent Company	(43		)
Net repayments of non-recourse debt, primarily from higher repayments at DPL and Maritza and lower net borrowing at AES Argentina, partially offset by increased net borrowing at Southland and Tietê and lower repayments at Gener ⁽¹⁾	(27		)
Payments for financed capital expenditures, primarily at Alto Maipo as a result of the Strabag agreement for construction financing	(63		)
Other financing activities	15
Total increase in net cash used in financing activities	$	(551	)

_____________________________


⁽¹⁾	See Note 7—Debt in Item 1—Financial Statements of this Form 10-Q for more information regarding significant non-recourse debt transactions.

~~Segment Operating Cash Flow Analysis~~

~~Operating Cash Flow by SBU~~ ⁽¹⁾

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 $ Change 2017 2016 $ Change
US SBU $ 241
$ 291
$ (50 ) $ 544
$ 691
$ (147 )
Andes SBU 110
157
(47 ) 338
300
38
Brazil SBU 194
173
21
463
582
(119 )
MCAC SBU 141
142
(1 ) 275
202
73
Eurasia SBU 188
171
17
475
729
(254 )
Corporate and Other (139 ) (115 ) (24 ) (406 ) (322 ) (84 )
Total SBUs $ 735
$ 819
$ (84 ) $ 1,689
$ 2,182
$ (493 )

~~_____________________________~~


⁽¹⁾	~~Operating cash flow as presented above include the effects of intercompany transactions with other segments except for interest, tax sharing, charges for management fees and transfer pricing.~~

~~US SBU~~

~~The decrease in Operating Cash Flow of $50 million was driven primarily by the following (in millions):~~

US SBU Q3 2017 vs. Q3 2016 (QTD)
Lower operating margin, net of lower depreciation of $4 million $ (9 )
Higher payments for inventory purchases primarily due to inventory optimization efforts at DPL and IPL that occurred in 2016 (20 )
Timing of payments for general accounts payable at DPL (13 )
Timing of interest payments primarily at DPL and IPL (13 )
Other 5
Total US SBU Operating Cash Decrease $ (50 )

~~The decrease in Operating Cash Flow of $147 million was driven primarily by the following (in millions):~~

US SBU Q3 2017 vs. Q3 2016 (YTD)
Lower operating margin, net of lower depreciation of $26 $ (41 )
Higher payments for inventory purchases primarily due to inventory optimization efforts at DPL and IPL that occurred in 2016 (66 )
Timing of payments for purchased power and general accounts payable at DPL (42 )
Timing of interest payments primarily at DPL and IPL (19 )
Lower collections at DPL, primarily due to the settlement of receivable balances at DPLER upon its sale in Q1 2016 (11 )
Higher collections at IPL, primarily due to higher A/R balances in December 2016 resulting from favorable weather and the 2016 rate order 32
Total US SBU Operating Cash Decrease $ (147 )

~~ANDES SBU~~

~~The decrease in Operating Cash Flow of $47 million was driven primarily by the following (in millions):~~

Andes SBU Q3 2017 vs. Q3 2016 (QTD)
Lower operating margin, net of increased depreciation of $7 $ (45 )
Increase in other working capital requirements primarily due to delay in collections at Gener (59 )
Increase in collections of financing receivables in Argentina, resulting primarily from the commencement of commercial operations at the Guillermo Brown plant and the impact of major maintenance in 2016 44
Environmental tax accruals in Chile impacting margin but not operating cash flow 13
Total Andes SBU Operating Cash Decrease $ (47 )

~~The increase in Operating Cash Flow of $38 million was driven primarily by the following (in millions):~~

Andes SBU Q3 2017 vs. Q3 2016 (YTD)
Higher operating margin, net of increased depreciation of $32 $ 18
Lower tax payments at Chivor and Argentina 57
Increase in collections of financing receivables in Argentina, resulting primarily from the commencement of commercial operations at the Guillermo Brown plant 50
Environmental tax accruals in Chile impacting margin but not operating cash flow 37
Increase in other working capital requirements primarily due to delay in collections at Gener (60 )
Lower collections at Chivor, primarily due higher receivables in Q1 2016 resulting from higher sales in Q4 2015 (35 )
Increase in interest payments to reflect the cessation of capitalization of interest for the Cochrane project (14 )
Lower VAT refunds, primarily at Alto Maipo and Cochrane (14 )
Other (1 )
Total Andes SBU Operating Cash Increase $ 38

~~BRAZIL SBU~~

~~The increase in Operating Cash Flow of $21 million was driven primarily by the following (in millions):~~

Brazil SBU Q3 2017 vs. Q3 2016 (QTD)
Higher operating margin, net of increased depreciation of $11 $ 65
Lower payments for energy purchases at Eletropaulo due to lower energy costs and lower regulatory charges 166
Timing of payments at Tietê for energy to be resold 24
Lower collections of costs deferred in net regulatory assets at Eletropaulo due to higher energy costs (181 )
Higher accounts receivable balances at Eletropaulo due primarily to higher tariffs in 2017 (22 )
Lack of AES Sul’s operating cash flow, which was sold in 2016 (13 )
Lower collections at Tietê, due to higher energy sales under bilateral contracts (7 )
Higher interest payments resulting from the assumption of debt for the acquisition of Alto Sertão II (6 )
Other (5 )
Total Brazil SBU Operating Cash Increase $ 21

~~The decrease in Operating Cash Flow of $119 million was driven primarily by the following (in millions):~~

Brazil SBU Q3 2017 vs. Q3 2016 (YTD)
Higher operating margin, net of increased depreciation of $30 $ 167
Higher collections in 2016 of costs deferred in net regulatory assets at Eletropaulo as a result of unfavorable hydrology in prior periods (556 )
Lower collections of accounts receivable at Eletropaulo due primarily to higher tariff flags in 2016 (193 )
Lack of AES Sul’s operating cash flow, which was sold in 2016 (68 )
Lower collections at Tietê, due to higher energy sales under bilateral contracts (20 )
Increase in pension contributions at Eletropaulo (13 )
Timing of payments for energy purchases at Eletropaulo due to lower energy costs and lower regulatory charges 401
Receipt of YPF legal settlement at Uruguaiana 60
Lower tax payments at Tietê 58
Timing of payments at Tietê for energy to be resold 32
Lower interest payments at Tietê 11
Other 2
Total Brazil SBU Operating Cash Decrease $ (119 )

~~MCAC SBU~~

~~The decrease in Operating Cash Flow of $1 million was driven primarily by the following (in millions):~~

MCAC SBU Q3 2017 vs. Q3 2016 (QTD)
Higher operating margin, net of increased depreciation of $3 $ 28
Higher working capital requirements in the Dominican Republic, primarily due to an increase in days outstanding of accounts receivable (68 )
Lower working capital requirements in El Salvador, primarily due to lower energy pricing reducing overall accounts receivable balances and an increase in Accounts Payable days outstanding related to energy purchases 25
Lower working capital requirements in Puerto Rico, primarily due to higher collections and lower sales in September 2017 due to Hurricane Maria 19
Other (5 )
Total MCAC SBU Operating Cash Decrease $ (1 )

~~The increase in Operating Cash Flow of $73 million was driven primarily by the following (in millions):~~

MCAC SBU Q3 2017 vs. Q3 2016 (YTD)
Higher operating margin, net of increased depreciation of $8 $ 68
Lower working capital requirements in AES Puerto Rico, primarily due to higher collections 36
Lower tax payments in El Salvador 16
Lower tax payments in the Dominican Republic, primarily due to lower withholding taxes on dividends paid in 2016 to AES affiliates 10
Higher working capital requirements in the Dominican Republic, primarily due to an increase in accounts receivable days outstanding at Itabo (42 )
Higher interest payments in the Dominican Republic, primarily due to an increase in net debt and higher average interest rates (13 )
Other (2 )
Total MCAC SBU Operating Cash Increase $ 73

~~EURASIA SBU~~

~~The increase in Operating Cash Flow of $17 million was driven primarily by the following (in millions):~~

Eurasia SBU Q3 2017 vs. Q3 2016 (QTD)
Increase in C0₂ allowances at Maritza due to decreased prices in 2016
$ 9
Lower working capital requirements at Kilroot primarily due to a decrease in rates and net VAT payments received in 2017 8
Total Eurasia SBU Operating Cash Increase $ 17

~~The decrease in Operating Cash Flow of $254 million was driven primarily by the following (in millions):~~

Eurasia SBU Q3 2017 vs. Q3 2016 (YTD)
Higher operating margin, net of lower depreciation of $16 $ 19
Lower collections at Maritza, primarily due to the collection of overdue receivables from NEK in 2016 (376 )
Lower payments to fuel suppliers at Maritza, due primarily to the settlement of overdue invoices in 2016 pursuant to the tripartite agreement with NEK and MMI 73
Decrease in service concession asset expenditures at Mong Duong 22
Lower working capital requirements at Masinloc due to the timing of payments for coal purchases 19
Increase in C0₂ allowances at Maritza due to decreased prices in 2016
17
Higher mark-to-market valuation of commodity swaps at Kilroot impacting margin but not operating cash flow (9 )
Lower coal purchases at Mong Duong due to the reserve shutdown in 2017 (9 )
Other (10 )
Total Eurasia SBU Operating Cash Decrease $ (254 )

~~CORPORATE AND OTHER~~

~~The decrease in Operating Cash Flow of $24 million was driven primarily by the following (in millions):~~

Corporate and Other Q3 2017 vs. Q3 2016 (QTD)
Timing of insurance recoveries $ (15 )
Lower payments for interest expense, primarily due to timing of refinancings and draws on Revolver debt 10
Other (19 )
Total Corporate and Other Operating Cash Decrease $ (24 )

~~The decrease in Operating Cash Flow of $84 million was driven primarily by the following (in millions):~~

Corporate and Other Q3 2017 vs. Q3 2016 (YTD)
Timing of intercompany settlements with SBUs $ (39 )
Higher realized losses on oil derivatives (22 )
Higher payments for people-related costs and associated payroll taxes (14 )
Other (9 )
Total Corporate and Other Operating Cash Decrease $ (84 )

Parent Company Liquidity

The following discussion is included as a useful measure of the liquidity available to The AES Corporation, or the Parent Company, given the non-recourse nature of most of our indebtedness. Parent Company Liquidity as outlined below is a non-GAAP measure and should not be construed as an alternative to cash and cash equivalents, which is determined in accordance with GAAP as a measure of liquidity. Cash and cash equivalents is disclosed in the Condensed Consolidated Statements of Cash Flows. Parent Company Liquidity may differ from similarly titled measures used by other companies. The principal sources of liquidity at the Parent Company level are dividends and other distributions from our subsidiaries, including refinancing proceeds, proceeds from debt and equity financings at the Parent Company level, including availability under our credit facility, and proceeds from asset sales. Cash requirements at the Parent Company level are primarily to fund interest, principal repayments of

debt, construction commitments, other equity commitments, common stock repurchases, acquisitions, taxes, Parent Company overhead and development costs, and dividends on common stock.

The Company defines Parent Company Liquidity as cash available to the Parent Company plus available borrowings under existing credit facility. The cash held at qualified holding companies represents cash sent to subsidiaries of the Company domiciled outside of the U.S. Such subsidiaries have no contractual restrictions on their ability to send cash to the Parent Company. Parent Company Liquidity is reconciled to its most directly comparable GAAP financial measure, cash and cash equivalents, at the periods indicated as follows (in millions):


	September 30, 2017			December 31, 2016			March 31, 2018			December 31, 2017
Consolidated cash and cash equivalents	$	1,398		$	1,305		$	1,212		$	949
Less: Cash and cash equivalents at subsidiaries	(1,317		)	(1,205		)	(1,136		)	(938		)
Parent Company and qualified holding companies’ cash and cash equivalents	81			100			76			11
Commitments under Parent Company credit facilities	1,100			800			1,100			1,100
Less: Letters of credit under the credit facilities	(9		)	(6		)	(36		)	(35		)
Less: Borrowings under the credit facilities	(540		)	—			(257		)	(207		)
Borrowings available under Parent Company credit facilities	551			794			807			858
Total Parent Company Liquidity	$	632		$	894		$	883		$	869

The Company paid dividends of ~~$0.12~~$0.13 per share to its common stockholders during ~~each of~~ the first ~~second and third quarters~~quarter of ~~2017~~2018 for dividends declared in December ~~2016, February 2017, and July 2017, respectively.~~2017. While we intend to continue payment of dividends, and believe we will have sufficient liquidity to do so, we can provide no assurance that we will continue to pay dividends, or if continued, the amount of such dividends.

Recourse Debt

Our total recourse debt was ~~$5.0~~$4.1 billion and ~~$4.7~~$4.6 billion as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, respectively. See Note 7—Debt in Item 1.—Financial Statements of this Form 10-Q and Note 11—Debt in Item 8.—Financial Statements and Supplementary Data of our ~~2016~~2017 Form 10-K for additional detail.

While we believe that our sources of liquidity will be adequate to meet our needs for the foreseeable future, this belief is based on a number of material assumptions, including, without limitation, assumptions about our ability to access the capital markets, the operating and financial performance of our subsidiaries, currency exchange rates, power market pool prices, and the ability of our subsidiaries to pay dividends. In addition, our subsidiaries’ ability to declare and pay cash dividends to us (at the Parent Company level) is subject to certain limitations contained in loans, governmental provisions and other agreements. We can provide no assurance that these sources will be available when needed or that the actual cash requirements will not be greater than anticipated. We have met our interim needs for shorter-term and working capital financing at the Parent Company level with our senior secured credit facility. See Item 1A.—Risk Factors—The AES Corporation is a holding company and its ability to make payments on its outstanding indebtedness, including its public debt securities, is dependent upon the receipt of funds from its subsidiaries by way of dividends, fees, interest, loans or otherwise of the Company’s ~~2016~~2017 Form 10-K for additional information.

Various debt instruments at the Parent Company level, including our senior secured credit facility, contain certain restrictive covenants. The covenants provide for — among other items — limitations on other indebtedness; liens, investments and guarantees; limitations on dividends, stock repurchases and other equity transactions; restrictions and limitations on mergers and acquisitions, sales of assets, leases, transactions with affiliates and off-balance sheet and derivative arrangements; maintenance of certain financial ratios; and financial and other reporting requirements. As of ~~September 30, 2017,~~March 31, 2018, we were in compliance with these covenants at the Parent Company level.

Non-Recourse Debt

While the lenders under our non-recourse debt financings generally do not have direct recourse to the Parent

Company, defaults thereunder can still have important consequences for our results of operations and liquidity, including, without limitation:

reducing our cash flows as the subsidiary will typically be prohibited from distributing cash to the Parent Company during the time period of any default;

triggering our obligation to make payments under any financial guarantee, letter of credit or other credit support we have provided to or on behalf of such subsidiary;

causing us to record a loss in the event the lender forecloses on the assets; and

triggering defaults in our outstanding debt at the Parent Company.

For example, our senior secured credit facility and outstanding debt securities at the Parent Company include events of default for certain bankruptcy-related events involving material subsidiaries. In addition, our revolving credit agreement at the Parent Company includes events of default related to payment defaults and accelerations of outstanding debt of material subsidiaries.

Some of our subsidiaries are currently in default with respect to all or a portion of their outstanding indebtedness. The total non-recourse debt classified as current in the accompanying Condensed Consolidated Balance Sheets amounts to ~~$2.3~~$2.0 billion. The portion of current debt related to such defaults was ~~$1.0 billion~~$998 million at ~~September 30, 2017,~~March 31, 2018, all of which was non-recourse debt related to three subsidiaries — Alto Maipo, AES Puerto Rico, and AES Ilumina. See Note 7—Debt in Item 1.—Financial Statements of this Form 10-Q for additional detail.

None of the subsidiaries that are currently in default are subsidiaries that met the applicable definition of materiality under AES’ corporate debt agreements as of ~~September 30, 2017,~~March 31, 2018, in order for such defaults to trigger an event of default or permit acceleration under AES’ indebtedness. However, as a result of additional dispositions of assets, other significant reductions in asset carrying values or other matters in the future that may impact our financial position and results of operations or the financial position of the individual subsidiary, it is possible that one or more of these subsidiaries could fall within the definition of a “material subsidiary” and thereby upon an acceleration trigger an event of default and possible acceleration of the indebtedness under the Parent Company’s outstanding debt securities. A material subsidiary is defined in the Company’s senior secured credit facility as any business that contributed 20% or more of the Parent Company’s total cash distributions from businesses for the four most recently ended fiscal quarters. As of ~~September 30, 2017,~~March 31, 2018, none of the defaults listed above individually or in the aggregate results in or is at risk of triggering a cross-default under the recourse debt of the Company.

Critical Accounting Policies and Estimates

The condensed consolidated financial statements of AES are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented.

Revenue Recognition — We recognize revenue to depict the transfer of energy, capacity, and other services to customers in an amount that reflects the consideration to which we expect to be entitled. In applying the revenue model, we determine whether the sale of energy, capacity, and other services represent a single performance obligation based on the individual market and terms of the contract. Generally, the promise to transfer energy and capacity represent a performance obligation that is satisfied over time and meets the criteria to be accounted for as a series of distinct goods or services. Progress toward satisfaction of a performance obligation is measured using output methods, such as MWhs delivered or MWs made available, and when we are entitled to consideration in an amount that corresponds directly to the value of our performance completed to date, we recognize revenue in the amount to which we have the right to invoice. For further information regarding the nature of our revenue streams and our critical accounting policies affecting revenue recognition, see Note 12—Revenue included in Item 1.—Financial Statements of this Form 10-Q.

The Company’s other significant accounting policies are described in Note 1—General and Summary of Significant Accounting Policies of our ~~2016~~2017 Form 10-K. The Company’s critical accounting estimates are described in Item 7.—Management’s Discussion and Analysis of Financial Condition and Results of Operations in the ~~2016~~2017 Form 10-K. An accounting estimate is considered critical if the estimate requires management to make an assumption about matters that were highly uncertain at the time the estimate was made, different estimates reasonably could have been used, or if changes in the estimate that would have a material impact on the Company’s financial condition or results of operations are reasonably likely to occur from period to period. Management believes that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustments to these balances in future periods. The Company has reviewed and determined that these remain as critical accounting policies as of and for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Overview Regarding Market Risks — Our businesses are exposed to and proactively manage market risk. Our primary market risk exposure is to the price of commodities, particularly electricity, oil, natural gas, coal and environmental credits. In addition, our businesses are exposed to lower electricity prices due to increased competition, including from renewable sources such as wind and solar, as a result of lower costs of entry and lower variable costs. We operate in multiple countries and as such, are subject to volatility in exchange rates at varying degrees at the subsidiary level and between our functional currency, ~~the U.S. Dollar,~~USD, and currencies of the countries in which we operate. We are also exposed to interest rate fluctuations due to our issuance of debt and related financial ~~instruments.~~

instruments.

The disclosures presented in this Item 3 are based upon a number of assumptions; actual effects may differ. The safe harbor provided in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 shall apply to the disclosures contained in this Item 3. For further information regarding market risk, see Item 1A.—Risk Factors, Our financial position and results of operations may fluctuate significantly due to fluctuations in currency exchange rates experienced at our foreign operations; Our businesses may incur substantial costs and liabilities and be exposed to price volatility as a result of risks associated with the electricity markets, which could have a material adverse effect on our financial performance; and We may not be adequately hedged against our exposure to changes in commodity prices or interest rates of the ~~2016~~2017 Form 10-K.

Commodity Price Risk — Although we prefer to hedge our exposure to the impact of market fluctuations in the price of electricity, fuels and environmental credits, some of our generation businesses operate under short-term sales or under contract sales that leave an unhedged exposure on some of our capacity or through imperfect fuel pass-throughs. In our utility businesses, we may be exposed to commodity price movements depending on our excess or shortfall of generation relative to load obligations and sharing or pass-through mechanisms. These businesses subject our operational results to the volatility of prices for electricity, fuels and environmental credits in competitive markets. We employ risk management strategies to hedge our financial performance against the effects of fluctuations in energy commodity prices. The implementation of these strategies can involve the use of physical and financial commodity contracts, futures, swaps and options. At our generation businesses for 2017-2019, 75% to 80% of our variable margin is hedged against changes in commodity prices. At our utility businesses for 2017-2019, 85% to 90% of our variable margin is insulated from changes in commodity prices.

The portion of our sales and purchases that are not subject to such agreements or contracted businesses where indexation is not perfectly matched to business drivers will be exposed to commodity price risk. When hedging the output of our generation assets, we utilize contract sales that lock in the spread per MWh between variable costs and the price at which the electricity can be sold.

AES businesses will see changes in variable margin performance as global commodity prices shift. For ~~2017,~~2018, we project ~~pretax~~pre-tax earnings exposure on a 10% move in commodity prices would be approximately $5 million for U.S. power (DPL), $5 million for natural gas, $5 million for oil, and less than $5 million for ~~natural gas, oil, and coal, respectively.~~coal. Our estimates exclude correlation of oil with coal or natural gas. For example, a decline in oil or natural gas prices can be accompanied by a decline in coal price if commodity prices are correlated. In aggregate, the Company’s downside exposure occurs with lower oil, lower natural gas, and higher coal prices. 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.

Commodity prices affect our businesses differently depending on the local market characteristics and risk management strategies. Spot power prices, contract indexation provisions and generation costs can be directly or indirectly affected by movements in the price of natural gas, oil and coal. 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. Operational flexibility changes the shape of our sensitivities. For instance, certain power plants may limit downside exposure by reducing dispatch in low market environments. Volume variation also affects our commodity exposure. The volume sold under contracts or retail concessions can vary based on weather and economic conditions resulting in a higher or lower volume of sales in spot markets. Thermal unit availability and hydrology can affect the generation output available for sale and can affect the marginal unit setting power prices.

In the US and Utilities SBU, the generation businesses are largely contracted but may have residual risk to the extent contracts are not perfectly indexed to the business drivers. IPL primarily generates energy to meet its retail customer demand however it opportunistically sells surplus economic energy into wholesale markets at market prices. Additionally, at DPL, competitive retail markets permit our customers to select alternative energy suppliers or elect to remain in aggregated customer pools for which energy is supplied by third party suppliers through a competitive auction process. DPL participates in these auctions held by other utilities and sells the remainder of its economic energy into the wholesale market. Given that natural gas-fired generators generally get energy prices for many markets, higher natural gas prices tend to expand our coal fixed margins. Our non-contracted generation margins are impacted by many factors, including the growth in natural gas-fired generation plants, new energy supply from renewable sources, and increasing energy efficiency.

In the ~~Andes~~South America SBU, our business in Chile owns assets in the central and northern regions of the country and has a portfolio of contract sales in both. In the central region, the contract sales generally cover the efficient generation from our coal-fired and hydroelectric assets. Any residual spot price risk will primarily be driven ~~by the~~

by the amount of hydrological inflows. In the case of low hydroelectric generation, spot price exposure is capped by the ability to dispatch our natural gas/diesel assets the price of which depends on fuel pricing at the time required. There is a small amount of coal generation in the northern region that is not covered by the portfolio of contract sales and therefore subject to spot price risk. In both regions, generators with oil or oil-linked fuel generally set power prices. In Colombia, we operate under a short-term sales strategy and have commodity exposure to unhedged volumes. Because we own hydroelectric assets there, contracts are not indexed to fuel.

In ~~the~~ Brazil, ~~SBU,~~ the hydroelectric generating facility is covered by contract sales. Under normal hydrological volatility, spot price risk is mitigated through a regulated sharing mechanism across all hydroelectric generators in the country. Under drier conditions, the sharing mechanism may not be sufficient to cover the business' contract position, and therefore it may have to purchase power at spot prices driven by the cost of thermal generation.

In the MCAC SBU, our businesses have commodity exposure on unhedged volumes. Panama is highly contracted under a portfolio of fixed volume contract sales. To the extent hydrological inflows are greater than or less than the contract sales volume, the business will be sensitive to changes in spot power prices which may be driven by oil prices in some time periods. In the Dominican Republic, we own natural gas-fired assets contracted under a portfolio of contract sales and a coal-fired asset contracted with a single contract, and both contract and spot prices may move with commodity prices. Additionally, the contract levels do not always match our generation availability and our assets may be sellers of spot prices in excess of contract levels or a net buyer in the spot market to satisfy contract obligations.

In the Eurasia SBU, our Kilroot facility operates on a short-term sales strategy. To the extent that sales are unhedged, the commodity risk at our Kilroot business is to the clean dark spread, which is the difference between electricity price and our coal-based variable dispatch cost, including emissions. Natural gas-fired generators set power prices for many periods, so higher natural gas prices generally expand margins and higher coal or emissions prices reduce them. Similarly, increased wind generators displaces higher cost generation, reducing Kilroot's margins, and vice versa. ~~Our Masinloc business is~~Two coal-fired generating units at Kilroot are expected to close in September of 2018 as a ~~coal-fired generation facility which hedges its output under a portfolio~~result of ~~contract sales that are indexed to fuel prices, with generation~~unfavorable capacity market conditions in excess of contract volume or shortfalls of generation relative to contract volumes settled in the spot market. Low oil prices may be a driver of margin compression since oil affects spot power sale prices sold in the spot market.Northern Ireland. Our Mong Duong business has minimal exposure to commodity price risk as it has no merchant exposure and fuel is subject to a pass-through mechanism.

Foreign Exchange Rate Risk — In the normal course of business, we are exposed to foreign currency risk and other foreign operations risks that arise from investments in foreign subsidiaries and affiliates. A key component of these risks stems from the fact that some of our foreign subsidiaries and affiliates utilize currencies other than our consolidated reporting currency, the ~~U.S. Dollar ("USD").~~USD. Additionally, certain of our foreign subsidiaries and affiliates have entered into monetary obligations in the USD or currencies other than their own functional currencies. Certain of our foreign subsidiaries calculate and pay taxes in currencies other than their own functional currency. We have varying degrees of exposure to changes in the exchange rate between the USD and the following currencies: Argentine ~~Peso,~~peso, British ~~Pound,~~pound, Brazilian ~~Real,~~real, Chilean ~~Peso,~~peso, Colombian ~~Peso,~~peso, Dominican ~~Peso,~~peso, Euro, Indian ~~Rupee,~~rupee, and Mexican ~~Peso and Philippine Peso.~~peso. These subsidiaries and affiliates have attempted to limit potential foreign exchange exposure by entering into revenue contracts that adjust to changes in foreign exchange rates. We also use foreign currency forwards, swaps and options, where possible, to manage our risk related to certain foreign currency fluctuations.

AES enters into cash flow hedges to protect economic value of the business and minimize impact of foreign exchange rate fluctuations to AES portfolio. While protecting cash flows, the hedging strategy is also designed to reduce forward looking earnings foreign exchange volatility. Due to variation of timing and amount between cash distribution and earnings exposure, the hedge impact may not fully cover the earnings exposure on a realized basis which could result in greater volatility in earnings. The largest foreign exchange risks over a 12-month forward- looking period stem from the following currencies: Brazilian ~~Real,~~real, Euro, ~~Colombian Peso,~~and British ~~Pound, and Kazakhstani Tenge.~~pound. As of ~~September 30, 2017,~~March 31, 2018, assuming a 10% USD appreciation, cash distributions attributable to foreign subsidiaries exposed to movement in the exchange rate of the Brazilian ~~Real,~~real, Euro and British ~~Pound, Colombian Peso, and Euro~~pound each ~~are~~is projected to be reduced by less than $5 million for ~~2017.~~2018. These numbers have been produced by applying a one-time 10% USD appreciation to forecasted exposed cash distributions for ~~2017~~2018 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/losses. These sensitivities may change in the future as new hedges are executed or existing hedges are unwound. Additionally, updates to the forecasted cash distributions exposed to foreign exchange risk may result in further

modification. The sensitivities presented do not capture the impacts of any administrative market restrictions or currency inconvertibility.

Interest Rate Risk — We are exposed to risk resulting from changes in interest rates as a result of our issuance of variable and fixed-rate debt, as well as interest rate swap, cap, floor and option agreements.

Decisions on the fixed-floating debt mix are made to be consistent with the risk factors faced by individual

businesses or plants. Depending on whether a plant’s capacity payments or revenue stream is fixed or varies with inflation, we partially hedge against interest rate fluctuations by arranging fixed-rate or variable-rate financing. In certain cases, particularly for non-recourse financing, we execute interest rate swap, cap and floor agreements to effectively fix or limit the interest rate exposure on the underlying financing. Most of our interest rate risk is related to non-recourse financings at our businesses.

As of ~~September 30, 2017,~~March 31, 2018, the portfolio’s pretax earnings exposure for ~~2017~~2018 to a one-time 100-basis-point increase in interest rates for our Argentine ~~Peso,~~peso, Brazilian ~~Real,~~real, Chilean peso, Colombian ~~Peso,~~peso, Euro, and USD denominated debt would be approximately ~~$10~~$15 million on interest expense for the debt denominated in these currencies. These amounts do not take into account the historical correlation between these interest rates.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures — The Company, under the supervision and with the participation of its management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of its “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of ~~September 30, 2017,~~March 31, 2018, to ensure that information required to be disclosed by the Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting — There were no changes that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in certain claims, suits and legal proceedings in the normal course of business. The Company has accrued for litigation and claims where it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The Company believes, based upon information it currently possesses and taking into account established reserves for estimated liabilities and its insurance coverage, that the ultimate outcome of these proceedings and actions is unlikely to have a material adverse effect on the Company's condensed consolidated financial statements. 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 ~~September 30, 2017.~~

In 1989, Centrais Elétricas Brasileiras S.A. (“Eletrobrás”) filed suit in the Fifth District Court in the state of Rio de Janeiro (“FDC”) against Eletropaulo Eletricidade de São Paulo S.A. (“EEDSP”) relating to the methodology for calculating monetary adjustments under the parties' financing agreement. In April 1999, the FDC found in favor of Eletrobrás and in September 2001, Eletrobrás initiated an execution suit in the FDC to collect approximately R$2.03 billion ($641 million) from Eletropaulo as estimated by Eletropaulo (or approximately R$2.76 billion ($872 million) as of June 2017, as estimated by Eletrobrás, and possibly legal costs) and a lesser amount from an unrelated company, Companhia de Transmissão de Energia Elétrica Paulista (“CTEEP”) (Eletropaulo and CTEEP were spun off of EEDSP pursuant to its privatization in 1998). In November 2002, the FDC rejected Eletropaulo's defenses in the execution suit. On appeal, the case was remanded to the FDC for further proceedings to determine whether Eletropaulo is liable for the debt. In December 2012, the FDC issued a decision that Eletropaulo is liable for the debt. However, that decision was annulled on appeal and the case was remanded to the FDC for further proceedings. On remand at the FDC, the FDC appointed an accounting expert to analyze the issues in the case. In September 2015, the expert issued a preliminary report concluding that Eletropaulo is liable for the debt, without quantifying the debt. Eletropaulo thereafter submitted questions to the expert and reports rebutting the expert's preliminary report (“Rebuttal Reports”). In April 2016, Eletrobrás requested that the expert determine both the criteria to calculate the debt and the amount of the debt. In April 2017, the FDC ordered the expert to comment on Eletropaulo’s Rebuttal Reports and to analyze the questions presented by the parties. It is unclear when the expert will issue his comments. Pursuant to a memorandum of understanding, in October 2017, Eletropaulo and Eletrobrás requested that the FDC suspend the case for 60 days to allow Eletropaulo and Eletrobrás to engage in settlement discussions. If settlement is achieved, it will be subject to the approval of the Eletropaulo Board of Directors and the majority of non-AES board members of Eletropaulo. If settlement is not achieved, the case will proceed and, ultimately, a decision will be issued by the FDC, which will be free to reject or adopt in whole or in part the expert's report. If the FDC again determines that Eletropaulo is liable for the debt, Eletrobrás will be entitled to resume the execution suit in the FDC. If Eletrobrás does so, Eletropaulo will be required to provide security for its alleged liability. In addition, in February 2008, CTEEP filed a lawsuit in the FDC against Eletrobrás and Eletropaulo seeking a declaration that CTEEP is not liable for any debt under the financing agreement. In June 2016, the FDC dismissed CTEEP’s lawsuit, on the ground that CTEEP’s claim would be decided in the FDC lawsuit initiated by Eletrobrás. Eletropaulo believes it has meritorious defenses to the claims asserted against it and will defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts. If Eletrobrás requests the seizure of the security noted above and the FDC grants such request (or if a court determines that Eletropaulo is liable for the debt), Eletropaulo's results of operations may be materially adversely affected and, in turn, the Company's results of operations may also be materially adversely affected. Eletropaulo and the Company could face a loss of earnings and/or cash flows and may have to provide loans or equity to support affected businesses or projects, restructure them, write down their value, and/or face the possibility that Eletropaulo cannot continue operations or provide returns consistent with our expectations, any of which could have a material impact on the Company.

In September 1996, a public civil action was asserted against Eletropaulo and Associação Desportiva Cultural Eletropaulo (the “Associação”) relating to alleged environmental damage caused by construction of the Associação near Guarapiranga Reservoir. The initial decision that was upheld by the Appellate Court of the state of São Paulo in 2006 found that Eletropaulo should repair the alleged environmental damage by demolishing certain construction and reforesting the area, and either sponsor an environmental project which would cost approximately R$2 million ($632 thousand) as of DecemberMarch 31, 2015, or pay an indemnification amount of approximately R$15 million ($5 million). Eletropaulo has appealed this decision to the Supreme Court and the Supreme Court affirmed the decision of the Appellate Court. Following the Supreme Court's decision, the case has been remanded to the court of first instance for further proceedings and to monitor compliance by the defendants with the terms of the decision. In January 2014, Eletropaulo informed the court that it intended to comply with the court's decision by donating a green area inside a protection zone and restore watersheds, the aggregate cost of which is expected to be

approximately R$2 million ($632 thousand). Eletropaulo also requested that the court add the current owner of the land where the Associação facilities are located, Empresa Metropolitana de Águas e Energia S.A. (“EMAE”), as a party to the lawsuit and order EMAE to perform the demolition and reforestation aspects of the court's decision. In July 2014, the court requested the Secretary of the Environment for the State of São Paulo to notify the court of its opinion regarding the acceptability of the green areas to be donated by Eletropaulo to the State of São Paulo. In January 2015, the Secretary of the Environment for the State of São Paulo notified Eletropaulo and the court that it would not accept Eletropaulo's proposed green areas donation. Instead of such green areas donation, the Secretary of the Environment proposed in March 2015 that Eletropaulo undertake an environmental project to offset the alleged environmental damage. Since March 2015, Eletropaulo and the Secretary of Environment have been working together to define an environmental project, which will be submitted for approval by the Public Prosecutor. The cost of such project is currently estimated to be R$3 million ($1 million).2018.

In December 2001, Grid Corporation of Odisha (“GRIDCO”) served a notice to arbitrate pursuant to the Indian Arbitration and Conciliation Act of 1996 on the Company, AES Orissa Distribution Private Limited (“AES ODPL”), and Jyoti Structures (“Jyoti”) pursuant to the terms of the shareholders agreement between GRIDCO, the Company, AES ODPL, Jyoti and the Central Electricity Supply Company of Orissa Ltd. (“CESCO”), an affiliate of the Company. In the arbitration, GRIDCO asserted that a comfort letter issued by the Company in connection with the Company's indirect investment in CESCO obligates the Company to provide additional financial support to cover all of CESCO's financial obligations to GRIDCO. GRIDCO appeared to be seeking approximately $189 million in damages, plus undisclosed penalties and interest, but a detailed alleged damage analysis was not filed by GRIDCO. The Company counterclaimed against GRIDCO for damages. In June 2007, a 2-to-1 majority of the arbitral tribunal rendered its award rejecting GRIDCO's claims and holding that none of the respondents, the Company, AES ODPL, or Jyoti, had any liability to GRIDCO. The respondents' counterclaims were also rejected. A majority of the tribunal later awarded the respondents, including the Company, some of their costs relating to the arbitration. GRIDCO filed challenges of the tribunal's awards with the local Indian court. GRIDCO's challenge of the costs award has been dismissed by the court, but its challenge of the liability award remains pending. A hearing on the liability award is scheduled for ~~November 2, 2017.~~June 25, 2018. The Company believes that it has meritorious defenses to the claims asserted against it and will defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its ~~efforts.~~

In March 2003, the office of the Federal Public Prosecutor for the State of São Paulo, Brazil (“MPF”) notified Eletropaulo that it had commenced an inquiry into the BNDES financings provided to AES Elpa and AES Transgás, the rationing loan provided to Eletropaulo, changes in the control of Eletropaulo, sales of assets by Eletropaulo, and the quality of service provided by Eletropaulo to its customers. The MPF requested various documents from Eletropaulo relating to these matters. In July 2004, the MPF filed a public civil lawsuit in the Federal Court of São Paulo (“FCSP”) alleging that BNDES violated Law 8429/92 (the Administrative Misconduct Act) and BNDES's internal rules by (1) approving the AES Elpa and AES Transgás loans; (2) extending the payment terms on the AES Elpa and AES Transgás loans; (3) authorizing the sale of Eletropaulo's preferred shares at a stock-market auction; (4) accepting Eletropaulo's preferred shares to secure the loan provided to Eletropaulo; and (5) allowing the restructurings of Light Serviços de Eletricidade S.A. and Eletropaulo. The MPF also named AES Elpa and AES Transgás as defendants in the lawsuit because they allegedly benefited from BNDES's alleged violations. In May 2006, the FCSP ruled that the MPF could pursue its claims based on the first, second, and fourth alleged violations noted above. The MPF subsequently filed an interlocutory appeal with the Federal Court of Appeals (“FCA”) seeking to require the FCSP to consider all five alleged violations. In April 2015, the FCA issued a decision holding that the FCSP should consider all five alleged violations. AES Elpa and AES Brasiliana (the successor of AES Transgás) have appealed the April 2015 decision to the Superior Court of Justice. The lawsuit remains pending before the FCSP. AES Elpa and AES Brasiliana believe they have meritorious defenses to the allegations asserted against them and will defend themselves vigorously in these proceedings; however, there can be no assurances that they will be successful in their efforts.

Pursuant to their environmental audit, AES Sul and AES Florestal discovered 200 barrels of solid creosote waste and other contaminants at a pole factory that AES Florestal had been operating. The conclusion of the audit was that a prior operator of the pole factory, Companhia Estadual de Energia (“CEEE”), had been using those contaminants to treat the poles that were manufactured at the factory. On their initiative, AES Sul and AES Florestal communicated with Brazilian authorities and CEEE about the adoption of containment and remediation measures. In March 2008, the State Attorney of the state of Rio Grande do Sul, Brazil filed a public civil action against AES Sul, AES Florestal and CEEE seeking an order requiring the companies to recover the contaminated area located on the grounds of the pole factory and an indemnity payment of approximately R$6 million ($2 million) to the state's Environmental Fund. In October 2011, the State Attorney Office filed a request for an injunction ordering the defendant companies to contain and remove the contamination immediately. The court granted injunctive relief on

October 18, 2011, but determined only that defendant CEEE was required to proceed with the removal work. In May 2012, CEEE began the removal work in compliance with the injunction. The removal costs are estimated to be approximately R$60 million ($19 million) and the work was completed in February 2014. In parallel with the removal activities, a court-appointed expert investigation took place, which was concluded in May 2014. The court-appointed expert final report was presented to the State Attorneys in October 2014, and in January 2015 to the defendant companies. In March 2015, AES Sul and AES Florestal submitted comments and supplementary questions regarding the expert report. In June 2016 the Company sold AES Sul to CPFL Energia S.A. and as part of the sale AES Guaiba, a holding Company of AES Sul, retained the liability. The Company believes that it has meritorious defenses to the claims asserted against it ~~and will defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts.~~

In May 2008, the Tax Authority initiated a collection suit against Eletropaulo, seeking to collect approximately R$230 million ($73 million) in PIS taxes (as estimated by Eletropaulo) for the period of March 1996 to December 1998. Unfavorable decisions on the merits were issued by the First Instance Court (“FIC”) and the Second Instance Court (“SIC”) in January 2011 and April 2015, respectively. Subsequently, Eletropaulo requested that the SIC remit the case to the Superior Court of Justice (“STJ”) and the Supreme Federal Court (“STF”). In March 2017, the SIC rejected Eletropaulo’s request. Eletropaulo has requested that an SIC panel review the March 2017 decision. In addition, Eletropaulo has appealed that decision to the STJ and STF. Also, in April 2017, in a related execution proceeding, the FIC asked the Tax Authority to advise on whether it intends to pursue collection. In August 2017, the Tax Authority requested that Eletropaulo replace its bank guarantee with a cash deposit of the amount in dispute into a judicial account (currently, the bank guarantee is in place as security for Eletropaulo’s alleged obligation). Eletropaulo contested the Tax Authority’s request. In September 2017, the FIC denied the Tax Authority’s request. The Tax Authority is expected to appeal. Eletropaulo believes it has meritorious defenses and will defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts.

In October 2009, IPL received an NOV and Finding of Violation from the EPA pursuant to the CAA Section 113(a). The NOV alleges violations of the CAA at IPL's three primarily coal-fired electric generating facilities dating back to 1986. The alleged violations primarily pertain to the Prevention of Significant Deterioration and nonattainment New Source Review requirements under the CAA. IPL management previously met with EPA staff regarding possible resolutions of the NOV. At this time, we cannot predict the ultimate resolution of this matter. However, settlements and litigated outcomes of similar cases have required companies to pay civil penalties, install additional pollution control technology on coal-fired electric generating units, retire existing generating units, and invest in additional environmental projects. A similar outcome in this case could have a material impact to IPL and could, in turn, have a material impact on the Company. IPL would seek recovery of any operating or capital expenditures related to air pollution control technology to reduce regulated air emissions; however, there can be no assurances that it would be successful in that regard.

In June 2011, the São Paulo Municipal Tax Authority (the “Tax Authority”) filed 60 tax assessments in São Paulo administrative court against Eletropaulo, seeking to collect services tax (“ISS”) on revenues for services rendered by Eletropaulo. Eletropaulo challenged the assessments on the grounds that the revenues at issue were not subject to ISS. In October 2013, the First Instance Administrative Court (“FIAC”) determined that Eletropaulo was liable for ISS, interest, and related penalties totaling approximately R$3.3 billion ($1 billion) as estimated by Eletropaulo. Eletropaulo thereafter appealed to the Second Instance Administrative Court (“SIAC”). In January 2016, the Tax Authority nullified most of the ISS sought from Eletropaulo. In January 2017, the SIAC issued a decision confirming the reduction and rejecting certain other amounts of ISS as time-barred, but finding that Eletropaulo was liable for the remainder of ISS totaling approximately R$200 million ($63 million). The Tax Authority appealed the SIAC’s decision on the time-barred amounts, totaling approximately R$16 million ($5 million) (“Time-Barred Amounts”), to the Municipal Council of Taxes (“MCT Proceeding”). With respect to the R$200 million, in March 2017, the Tax Authority canceled most of that amount (“March 2017 Cancelation”), and initiated an execution lawsuit to collect the remainder of approximately R$70 million ($22 million) (“Execution Lawsuit”). The Time-Barred Amounts and the March 2017 Cancelation will be reviewed in the ongoing MCT Proceeding. The Execution Lawsuit is also ongoing. Eletropaulo believes it has meritorious defenses and will defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts.

In January 2012, the Brazil Federal Tax Authority issued an assessment alleging that AES Tietê had paid PIS and COFINS taxes from 2007 to 2010 at a lower rate than the tax authority believed was applicable. AES Tietê challenged the assessment on the grounds that the tax rate was set in the applicable legislation. In April 2013, the FIAC determined that AES Tietê should have calculated the taxes at the higher rate and that AES Tietê was liable for unpaid taxes, interest, and penalties totaling approximately R$~~1.16~~1.18 billion ($~~366~~357 million) as estimated by AES Tietê. AES Tietê appealed to the SIAC. In January 2015, the SIAC issued a decision in AES Tietê's favor, finding that AES Tietê was not liable for unpaid taxes. The public prosecutor subsequently filed an appeal, which was denied as untimely. The Tax Authority thereafter filed a motion for clarification of the SIAC's decision, which was

denied in September 2016. The Tax Authority later filed a special appeal (“Special Appeal”), which was rejected as

untimely in October 2016. The Tax Authority thereafter filed an interlocutory appeal with the Superior Administrative Court (“SAC”). In March 2017, the President of the SAC determined that the SAC would analyze the Special Appeal on timeliness and, if required, the merits. AES Tietê has challenged the Special Appeal. AES Tietê believes it has meritorious defenses to the claim and will defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts.

In January 2015, DPL received NOVs from the EPA alleging violations of opacity at Stuart and Killen Stations, and in October 2015, IPL received a similar NOV alleging violations at Petersburg Station. In February 2017, the EPA issued a second NOV for DPL Stuart Station, alleging violations of opacity in 2016. Moreover, in February 2016, IPL received an NOV from the EPA alleging violations of ~~New Source Review (“NSR”)~~NSR and other CAA regulations, the Indiana SIP, and the Title V operating permit at Petersburg Station. It is too early to determine whether the NOVs could have a material impact on our business, financial condition or results of our operations. IPL would seek recovery of any operating or capital expenditures, but not fines or penalties, related to air pollution control technology to reduce regulated air emissions; however, there can be no assurances that we would be successful in this regard.

In September 2015, AES Southland Development, LLC and AES Redondo Beach, LLC filed a lawsuit against the California Coastal Commission (the “CCC”) over the CCC's determination that the site of AES Redondo Beach included approximately 5.93 acres of CCC-jurisdictional wetlands. The CCC has asserted that AES Redondo Beach has improperly installed and operated water pumps affecting the alleged wetlands in violation of the California Coastal Act and Redondo Beach Local Coastal Program and has ordered AES Redondo Beach to restore the site. Additional potential outcomes of the CCC determination could include an order requiring AES Redondo Beach to fund a wetland mitigation project and/or pay fines or penalties. AES Redondo Beach believes that it has meritorious arguments and intends to vigorously prosecute such lawsuit, but there can be no assurances that it will be successful.

In October 2015, Ganadera Guerra, S.A. (“GG”) and Constructora Tymsa, S.A. (“CT”) filed separate lawsuits against AES Panama in the local courts of Panama. The claimants allege that AES Panama profited from a hydropower facility (La Estrella) being partially located on land owned initially by GG and currently by CT, and that AES Panama must pay compensation for its use of the land. The damages sought from AES Panama are approximately $685 million (GG) and $100 million (CT). In October 2016, the court dismissed GG's claim because of GG's failure to comply with a court order requiring GG to disclose certain information. GG has refiled its lawsuit. Also, there are ongoing administrative proceedings concerning whether AES Panama is entitled to acquire an easement over the land and whether AES Panama can continue to occupy the land. AES Panama believes it has meritorious defenses and claims and will assert them vigorously; however, there can be no assurances that it will be successful in its efforts.

In January 2017, the Superintendencia del Medio Ambiente (“SMA”) issued a Formulation of Charges asserting that Alto Maipo is in violation of certain conditions of the Environmental Approval Resolution (“RCA”) governing the construction of Alto Maipo’s hydropower project, for, among other things, operating vehicles at unauthorized times and failing to mitigate the impact of water ~~intrusion~~infiltration during tunnel ~~construction.~~construction (“Infiltration Water”). In February 2017, Alto Maipo submitted a compliance plan (“Compliance Plan”) to the SMA which, if approved by the agency, would resolve the matter without materially impacting construction of the project. ~~In June 2017,~~Thereafter, the SMA ~~issued a resolution detailing its comments on~~made three separate requests for information about the ~~compliance plan.~~Compliance Plan, to which Alto Maipo ~~responded~~duly responded. In April 2018, the SMA approved the Compliance Plan (“April 2018 Approval”). Three lawsuits have been filed with the Environmental Court of Santiago challenging the April 2018 Approval. Alto Maipo does not believe that there are grounds to challenge the April 2018 Approval. Pursuant to the ~~SMA’s comments in July 2017. The SMA is expected~~Compliance Plan, Alto Maipo must obtain from the Environmental Evaluation Service (“SEA”) an acceptable interpretation of the RCA’s provisions concerning the authorized times to ~~issue its decision on~~operate certain vehicles. In addition, Alto ~~Maipo’s compliance plan in~~Maipo must obtain the ~~near future. The outcome~~SEA’s approval concerning the control, discharge, and treatment of ~~this matter is uncertain, but an adverse decision by~~Infiltration Water. If Alto Maipo complies with these and the ~~SMA~~other requirements of the Compliance Plan, and if the above-referenced lawsuits are dismissed, the Formulation of Charges will be discharged without penalty. Otherwise, Alto Maipo could ~~have a negative impact on~~be subject to penalties, and the construction of the ~~project.~~project could be negatively impacted. Alto Maipo will pursue its interests vigorously in ~~this matter;~~these matters; however, there can be no ~~assurance~~assurances that it will be successful in its efforts.

In June 2017, Alto Maipo terminated one of its contractors, Constructora Nuevo Maipo S.A. (“CNM”), given CNM’s stoppage of tunneling works, its failure to produce a completion plan, and its other breaches of contract. Alto Maipo also initiated arbitration against CNM to recover excess completion costs and other damages relating to these breaches. CNM subsequently initiated a separate arbitration, seeking a declaration that its termination was wrongful, damages, and other relief. CNM has not supported its alleged damages, but it has asserted that it is entitled to recover over $20 million in damages, legal costs, and ~~the amounts~~approximately $73 million that was drawn by Alto Maipo under letters of credit. The arbitrations have been consolidated into a single ~~action, which~~ action. The evidentiary hearing

is ~~ongoing. As noted above,~~scheduled for May 20-31, 2019. In the interim, CNM requested that the arbitral Tribunal issue an order requiring Alto Maipo ~~drew on~~to immediately return or escrow the letter of credit funds. In February 2018, the Tribunal denied CNM’s request for interim relief. However, the ultimate merits of CNM’s arbitration claims will be decided after the May 2019 hearing, including in relation to the letters of ~~credit securing CNM’s obligations, totaling approximately $73 million. Initially, the issuing bank did not pay Alto Maipo because~~credit. In a separate proceeding, CNM obtained an ex parte injunction from a Chilean court prohibiting the bank from honoring the draws. However, at Alto Maipo’s request, the Chilean court later removed the injunction. Accordingly, in July 2017, the bank paid Alto Maipo in full. CNM is attempting to seeksought relief in the Chilean court of appeals ~~and the arbitration in relation to~~concerning the draws on the letters of credit. ~~To date, CNM has been unable to obtain such relief.~~In April 2018, the appellate court dismissed CNM’s appeal. Alto

Maipo believes it has meritorious claims and defenses and will assert them vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts.

In October 2017, the Ministry of Justice (“MOJ”) of the Republic of Kazakhstan (“ROK”) filed a lawsuit in the Specialized Economic Court of ~~Kazakhstan~~Eastern-Kazakhstan Region (“Economic Court”) against Tau Power ~~BV (an AES affiliate)~~B.V. (“AESTP”), Altai Power LLP (an AES affiliate), the Company, and two hydropower plants (“HPPs”) previously under concession to ~~Tau Power.~~AESTP. In its lawsuit, the MOJ ~~references~~referenced a 2013 treaty arbitration award (“2013 Award”) against the ROK concerning the ROK’s energy laws. While its lawsuit iswas unclear, the MOJ ~~appears~~appeared to seek relief relating to the net income distributed by the HPPs during certain years of the concession period. ~~There is a hearing on this matter in~~In November 2017, the Economic Court issued a decision that purports to allow the MOJ to enforce the 2013 Award in Kazakhstan. The decision was affirmed on ~~November 1, 2017.~~intermediate appeal and later by the Kazakhstan Supreme Court. It is unclear whether and how the ROK will seek to enforce the 2013 Award. Any such effort by the ROK would be without merit.

In February 2018, AESTP and Altai Power initiated arbitration against the ROK for the ROK’s failure to pay approximately $75 million for the return of two hydropower plants (“HPPs”) pursuant to a concession agreement. In April 2018, the ROK responded by denying liability and asserting purported counterclaims concerning the annual payment provisions in the concession agreement, a bonus allegedly due for the 1997 takeover of the HPPs, and dividends paid by the HPPs. The ROK has not fully quantified its counterclaims to date. The AES ~~defendants~~claimants believe that the ~~lawsuit is~~counterclaims are without ~~merit~~merit. The AES claimants will pursue their case and ~~they will~~ assert their defenses vigorously; however, there can be no assurances that they will be successful in their efforts.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Part I—Item 1A.—Risk Factors of our ~~2016~~2017 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~No repurchases were made by the AES Corporation of its common stock during the third quarter of 2017.~~

The Board has authorized the Company to repurchase stock through a variety of methods, including open market repurchases, purchases by contract (including, without limitation, accelerated stock repurchase programs or 10b5-1 plans) and/or privately negotiated transactions. There can be no assurances as to the amount, timing or prices of repurchases, which may vary based on market conditions and other factors. The Program does not have an expiration date and can be modified or terminated by the Board of Directors at any time. As of ~~September 30, 2017,~~March 31, 2018, $246 million remained available for repurchase under the Program. No repurchases were made by the AES Corporation of its common stock during the first quarter of 2018.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS



4.1		~~Twenty-First~~Twenty-Second Supplemental Indenture, dated ~~August 28, 2017,~~March 15, 2018, between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K filed on ~~August 28, 2017.~~March 15, 2018.
4.2		Twenty-Third Supplemental Indenture, dated March 15, 2018, between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K filed on March 16, 2018.
4.3		Twenty-Fourth Supplemental Indenture, dated March 15, 2018, between The AES Corporation and Deutsche Bank Trust Company Americas, as Trustee is incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K filed on March 21, 2018.
31.1		Rule13a-14(a)/15d-14(a) Certification of Andrés Gluski (filed herewith).
31.2		Rule 13a-14(a)/15d-14(a) Certification of Thomas M. O’Flynn (filed herewith).
32.1		Section 1350 Certification of Andrés Gluski (filed herewith).
32.2		Section 1350 Certification of Thomas M. O’Flynn (filed herewith).
101.INS		XBRL Instance Document (filed herewith).
101.SCH		XBRL Taxonomy Extension Schema Document (filed herewith).
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LAB		XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		THE AES CORPORATION (Registrant)

Date:	~~November 1, 2017~~May 8, 2018	By:	/s/ THOMAS M. O’FLYNN
			Name:	Thomas M. O’Flynn
			Title:	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

		By:	/s/ F~~ABIAN~~ ~~E. SOUZA~~ SARAH R. BLAKE
			Name:	~~Fabian E. Souza~~Sarah R. Blake
			Title:	Vice President and Controller (Principal Accounting Officer)

7652



Three Months Ended September 30, 2016	Interest Rate			Foreign Currency			Commodity			Total
Balance at July 1	$	(421	)	$	271		$	11		$	(139	)
Total realized and unrealized gains (losses):
Included in earnings	(1		)	12			1			12
Included in other comprehensive income — derivative activity	6			—			—			6
Included in other comprehensive income — foreign currency translation activity	—			(5		)	—			(5		)
Settlements	17			(4		)	(3		)	10
Transfers of liabilities into Level 3	(2		)	—			—			(2		)
Transfers of liabilities out of Level 3	94			—			—			94
Balance at September 30	$	(307	)	$	274		$	9		$	(24	)
Total gains for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities held at the end of the period	$	—		$	8		$	1		$	9



	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)
Long-lived assets held and used:
DPL	$	11	Discounted cash flow	Pretax operating margin (through remaining life)	10% to 22% (15%)
				Weighted average cost of capital	7%
Tait Energy Storage	7		Discounted cash flow	Annual pretax operating margin	46% to 85% (80%)
				Weighted average cost of capital	9%



IPL
Lower retail margin primarily due to weather	$	(10	)
Other	(3		)
Total IPL Decrease	(13		)
US Generation
Warrior Run primarily due to higher availability and lower maintenance cost due to major outages in 2016	6
Other	4
Total US Generation Increase	10
Other Business Drivers	(2		)
Total US SBU Operating Margin Decrease	$	(5	)



IPL
Decrease due to implementation of new base rates in Q2 2016 which resulted in a favorable change in accrual	$	(18	)
Other	(1		)
Total IPL Decrease	(19		)
DPL
Lower retail margin due to lower regulated rates	(26		)
Lower depreciation expense driven by lower PP&E carrying values from impairments in 2016 and 2017	19
Total DPL Decrease	(7		)
US Generation
Warrior Run primarily due to higher availability and lower maintenance cost due to major outages in 2016, partially offset by a decrease in energy price under the PPA	4
Other	7
Total US Generation Increase	11
Total US SBU Operating Margin Decrease	$	(15	)



Gener
Lower availability of efficient generation resulting in higher replacement energy and fixed costs mainly associated with major maintenance at Ventanas Complex	$	(29	)
Negative impact of new regulation on emissions (green taxes)	(13		)
Lower margin at the SING market primarily associated with lower contract sales and increase in coal prices at Norgener	(8		)
Start of operations at Cochrane Units I and II in July and October 2016, respectively	17
Other	(3		)
Total Gener Decrease	(36		)
Chivor
Lower spot sales mainly associated to lower generation and lower prices	(16		)
Other	1
Total Chivor Decrease	(15		)
Other Business Drivers	(1		)
Total Andes SBU Operating Margin Decrease	$	(52	)



Eletropaulo
Revenue associated with a favorable opinion on the basis calculation for PIS and COFINS taxes from prior years	$	50
Lower fixed costs mainly due to lower bad debt and regulatory penalties	34
Higher tariffs due to annual tariff reset	20
Lower volume mainly due to lower demand resulting from economic decline and migration to free market	(30		)
Other	(2		)
Total Eletropaulo Increase	72
Tietê
Net impact of volume and prices of bilateral contracts due to higher energy purchased	(45		)
Net impact of volume and prices of lower energy purchased in spot market	13
Higher volume due to acquisition of new wind entities - Alto Sertão II	12
Other	2
Total Tietê Decrease	(18		)
Total Brazil SBU Operating Margin Increase	$	54



Dominican Republic
Higher contracted energy sales mainly driven by Los Mina combined cycle commencement of operations in June 2017	$	14
Higher availability driven by Los Mina combined cycle interconnection in 2016	5
Other	6
Total Dominican Republic Increase	25
Total MCAC SBU Operating Margin Increase	$	25



Dominican Republic
Higher energy sales mainly driven by higher contracted capacity	$	32
Higher availability driven by greater major maintenance scope in 2016	13
Other	(7		)
Total Dominican Republic Increase	38
Mexico
Lower maintenance and higher availability	17
Other	4
Total Mexico Increase	21
Other Business Drivers	1
Total MCAC SBU Operating Margin Increase	$	60



Ballylumford
Higher energy and capacity prices	$	4
Other	4
Total Ballylumford Increase	8
Other Business Drivers	(1		)
Total Eurasia SBU Operating Margin Increase	$	7



Kilroot
Higher fair value adjustments of commodity swaps	$	10
Favorable capacity prices due to fixed EUR/GBP rate set by the Regulator	9
Unfavorable clean-dark spread leading to lower dispatch	(6		)
Other	(3		)
Total Kilroot Increase	10
Ballylumford
Higher energy and capacity prices	7
Settlement with offtaker on previous gas transportation charges billed in April 2017	4
Lower maintenance costs due to outages in 2016	3
Other	6
Total Ballylumford Increase	20
Other Business Drivers	5
Total Eurasia SBU Operating Margin Increase	$	35



Increases in:
Accounts receivable, primarily at Gener and Itabo	$	(128	)
Prepaid expenses and other current assets, primarily short-term regulatory assets at Eletropaulo and Sul	(213		)
Inventory, primarily at IPL, Eletropaulo, Itabo and Gener	(47		)
Accounts payable and other current liabilities, primarily at Eletropaulo	306
Other	7
Total decrease in cash from changes in operating assets and liabilities	$	(75	)



Increases in:
Accounts receivable, primarily at Maritza and Eletropaulo	$	(614	)
Prepaid expenses and other current assets, primarily short-term regulatory assets at Eletropaulo and Sul	(530		)
Inventory, primarily at Gener, IPL and DPL	(102		)
Accounts payable and other current liabilities, primarily at Eletropaulo, Maritza and Gener	729
Income taxes payable, net, and other taxes payable, primarily at Gener,Tietê and Eletropaulo	266
Decreases in:
Other liabilities, primarily due to higher deferrals into regulatory liabilities related to energy costs in 2016 compared to 2017 at Eletropaulo	(363		)
Other	(29		)
Total decrease in cash from changes in operating assets and liabilities	$	(643	)



Decreases in:
Growth expenditures at the Andes SBU, primarily due to slower than anticipated productivity by construction contractors at Alto Maipo	$	137
Maintenance and environmental expenditures at the US SBU, primarily due to lower spending at IPALCO on the NPDES compliance and Harding Street refueling projects and decreased spending on CCR compliance	19
Growth expenditures at the Eurasia SBU, primarily due to timing of payments to contractors for Unit 3 expansion at Masinloc	18
Increases in:
Growth expenditures at the US SBU, primarily due to increased spending at Southland repowering	(130		)
Other capital expenditures	7
Total decrease in net cash used for capital expenditures	$	51



Increases in:
Borrowings under the revolving credit facilities, at the Parent Company	$	384
Issuance of recourse debt at the Parent Company ⁽¹⁾	204
Issuance of non-recourse debt, primarily at the US, MCAC, and Brazil SBUs ⁽¹⁾	204
Proceeds from sale of noncontrolling interests related to the sell down of Dominican Republic business in 2017	60
Other financing activities	(23		)
Total increase in net cash provided by financing activities	$	829



Decreases in:
Proceeds from the sale of redeemable stock of subsidiaries at IPALCO	$	(134	)
Increases in:
Borrowings under the revolving credit facilities, primarily at the Parent Company and net decrease in repayment at the US SBU	415
Issuance of non-recourse debt, primarily at the Brazil, MCAC, and US SBUs⁽¹⁾	574
Proceeds from sale of noncontrolling interests related to the sell down of Dominican Republic business in 2017	60
Other financing activities	21
Total increase in net cash provided by financing activities	$	936



US SBU Q3 2017 vs. Q3 2016 (QTD)
Lower operating margin, net of lower depreciation of $4 million	$	(9	)
Higher payments for inventory purchases primarily due to inventory optimization efforts at DPL and IPL that occurred in 2016	(20		)
Timing of payments for general accounts payable at DPL	(13		)
Timing of interest payments primarily at DPL and IPL	(13		)
Other	5
Total US SBU Operating Cash Decrease	$	(50	)



US SBU Q3 2017 vs. Q3 2016 (YTD)
Lower operating margin, net of lower depreciation of $26	$	(41	)
Higher payments for inventory purchases primarily due to inventory optimization efforts at DPL and IPL that occurred in 2016	(66		)
Timing of payments for purchased power and general accounts payable at DPL	(42		)
Timing of interest payments primarily at DPL and IPL	(19		)
Lower collections at DPL, primarily due to the settlement of receivable balances at DPLER upon its sale in Q1 2016	(11		)
Higher collections at IPL, primarily due to higher A/R balances in December 2016 resulting from favorable weather and the 2016 rate order	32
Total US SBU Operating Cash Decrease	$	(147	)



Andes SBU Q3 2017 vs. Q3 2016 (QTD)
Lower operating margin, net of increased depreciation of $7	$	(45	)
Increase in other working capital requirements primarily due to delay in collections at Gener	(59		)
Increase in collections of financing receivables in Argentina, resulting primarily from the commencement of commercial operations at the Guillermo Brown plant and the impact of major maintenance in 2016	44
Environmental tax accruals in Chile impacting margin but not operating cash flow	13
Total Andes SBU Operating Cash Decrease	$	(47	)



Andes SBU Q3 2017 vs. Q3 2016 (YTD)
Higher operating margin, net of increased depreciation of $32	$	18
Lower tax payments at Chivor and Argentina	57
Increase in collections of financing receivables in Argentina, resulting primarily from the commencement of commercial operations at the Guillermo Brown plant	50
Environmental tax accruals in Chile impacting margin but not operating cash flow	37
Increase in other working capital requirements primarily due to delay in collections at Gener	(60		)
Lower collections at Chivor, primarily due higher receivables in Q1 2016 resulting from higher sales in Q4 2015	(35		)
Increase in interest payments to reflect the cessation of capitalization of interest for the Cochrane project	(14		)
Lower VAT refunds, primarily at Alto Maipo and Cochrane	(14		)
Other	(1		)
Total Andes SBU Operating Cash Increase	$	38



Brazil SBU Q3 2017 vs. Q3 2016 (QTD)
Higher operating margin, net of increased depreciation of $11	$	65
Lower payments for energy purchases at Eletropaulo due to lower energy costs and lower regulatory charges	166
Timing of payments at Tietê for energy to be resold	24
Lower collections of costs deferred in net regulatory assets at Eletropaulo due to higher energy costs	(181		)
Higher accounts receivable balances at Eletropaulo due primarily to higher tariffs in 2017	(22		)
Lack of AES Sul’s operating cash flow, which was sold in 2016	(13		)
Lower collections at Tietê, due to higher energy sales under bilateral contracts	(7		)
Higher interest payments resulting from the assumption of debt for the acquisition of Alto Sertão II	(6		)
Other	(5		)
Total Brazil SBU Operating Cash Increase	$	21



Brazil SBU Q3 2017 vs. Q3 2016 (YTD)
Higher operating margin, net of increased depreciation of $30	$	167
Higher collections in 2016 of costs deferred in net regulatory assets at Eletropaulo as a result of unfavorable hydrology in prior periods	(556		)
Lower collections of accounts receivable at Eletropaulo due primarily to higher tariff flags in 2016	(193		)
Lack of AES Sul’s operating cash flow, which was sold in 2016	(68		)
Lower collections at Tietê, due to higher energy sales under bilateral contracts	(20		)
Increase in pension contributions at Eletropaulo	(13		)
Timing of payments for energy purchases at Eletropaulo due to lower energy costs and lower regulatory charges	401
Receipt of YPF legal settlement at Uruguaiana	60
Lower tax payments at Tietê	58
Timing of payments at Tietê for energy to be resold	32
Lower interest payments at Tietê	11
Other	2
Total Brazil SBU Operating Cash Decrease	$	(119	)



MCAC SBU Q3 2017 vs. Q3 2016 (QTD)
Higher operating margin, net of increased depreciation of $3	$	28
Higher working capital requirements in the Dominican Republic, primarily due to an increase in days outstanding of accounts receivable	(68		)
Lower working capital requirements in El Salvador, primarily due to lower energy pricing reducing overall accounts receivable balances and an increase in Accounts Payable days outstanding related to energy purchases	25
Lower working capital requirements in Puerto Rico, primarily due to higher collections and lower sales in September 2017 due to Hurricane Maria	19
Other	(5		)
Total MCAC SBU Operating Cash Decrease	$	(1	)



MCAC SBU Q3 2017 vs. Q3 2016 (YTD)
Higher operating margin, net of increased depreciation of $8	$	68
Lower working capital requirements in AES Puerto Rico, primarily due to higher collections	36
Lower tax payments in El Salvador	16
Lower tax payments in the Dominican Republic, primarily due to lower withholding taxes on dividends paid in 2016 to AES affiliates	10
Higher working capital requirements in the Dominican Republic, primarily due to an increase in accounts receivable days outstanding at Itabo	(42		)
Higher interest payments in the Dominican Republic, primarily due to an increase in net debt and higher average interest rates	(13		)
Other	(2		)
Total MCAC SBU Operating Cash Increase	$	73



Eurasia SBU Q3 2017 vs. Q3 2016 (QTD)
Increase in C0₂ allowances at Maritza due to decreased prices in 2016	$	9
Lower working capital requirements at Kilroot primarily due to a decrease in rates and net VAT payments received in 2017	8
Total Eurasia SBU Operating Cash Increase	$	17



Eurasia SBU Q3 2017 vs. Q3 2016 (YTD)
Higher operating margin, net of lower depreciation of $16	$	19
Lower collections at Maritza, primarily due to the collection of overdue receivables from NEK in 2016	(376		)
Lower payments to fuel suppliers at Maritza, due primarily to the settlement of overdue invoices in 2016 pursuant to the tripartite agreement with NEK and MMI	73
Decrease in service concession asset expenditures at Mong Duong	22
Lower working capital requirements at Masinloc due to the timing of payments for coal purchases	19
Increase in C0₂ allowances at Maritza due to decreased prices in 2016	17
Higher mark-to-market valuation of commodity swaps at Kilroot impacting margin but not operating cash flow	(9		)
Lower coal purchases at Mong Duong due to the reserve shutdown in 2017	(9		)
Other	(10		)
Total Eurasia SBU Operating Cash Decrease	$	(254	)



Corporate and Other Q3 2017 vs. Q3 2016 (QTD)
Timing of insurance recoveries	$	(15	)
Lower payments for interest expense, primarily due to timing of refinancings and draws on Revolver debt	10
Other	(19		)
Total Corporate and Other Operating Cash Decrease	$	(24	)



Corporate and Other Q3 2017 vs. Q3 2016 (YTD)
Timing of intercompany settlements with SBUs	$	(39	)
Higher realized losses on oil derivatives	(22		)
Higher payments for people-related costs and associated payroll taxes	(14		)
Other	(9		)
Total Corporate and Other Operating Cash Decrease	$	(84	)

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