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(1)	Amortized cost approximated fair value at September 30, 2015 and December 31, 2014.

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

(2)	See Note 15—Asset Impairment Expense for further information.

(3)	See Note 18—Discontinued Operations for further information. Fair value of long-lived assets held-for-sale excludes costs to sell.

(4)	See Note 14—Goodwill Impairment for further information.

(1)	These amounts principally relate to amounts due from CAMMESA, and are included in Noncurrent assets—Other in the accompanying Condensed Consolidated Balance Sheets. The fair value and carrying amount of these receivables exclude VAT of $48 million and $36 million at September 30, 2015 and December 31, 2014, respectively.

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(1)

The Company’s interest rate derivative instruments primarily include accreting and amortizing notionals. The maximum derivative notional represents the largest notional at any point between September 30, 2015 and the maturity of the derivative instrument, which includes forward-starting derivative instruments. The interest rate and cross-currency derivatives mature through 2033 and 2028, respectively.

(2)	The percentage of variable-rate debt currently hedged is based on the related index and excludes forecasted issuances of debt and variable-rate debt tied to other indices where the Company has no interest rate derivatives.

(1)	Represents contractual notionals. The notionals for options have not been probability adjusted, which generally would decrease them.

(2)	Represents the remaining tenor of our foreign currency derivatives weighted by the corresponding notional. These derivatives mature through 2025.

(1)	Represents the remaining tenor of our commodity derivatives weighted by the corresponding volume. These derivatives range in maturity through 2018.

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(1)	Represents non-contingent consideration to be received in 2016 from the sale of the Cameroon businesses in 2014. Balance is classified as short-term as of September 30, 2015. See Note 18—Discontinued Operations.

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•	IPALCO issued new debt of $665 million, partially offset by repayments of $420 million which includes a loss on extinguishment of debt of $22 million;

•	Gener issued new debt of $575 million;

•	Sul issued new debt of $499 million, partially offset by repayments of $470 million which includes a loss on extinguishment of debt of $4 million;

•	DPL issued new debt of $325 million and repaid existing debt of $474 million which includes a loss on extinguishment of debt of $2 million;

•	Cochrane drew $308 million under its existing construction loans;

•	Ventanas repaid existing debt of $308 million which includes a loss on extinguishment of debt of $6 million;

•	Panama issued new debt of $300 million, partially offset by repayments of $287 million which includes a loss on extinguishment of debt of $15 million;

•	Eletropaulo issued new debt of $268 million, partially offset by repayments of $121 million; and

•	Mong Duong drew $203 million under its construction loan facility.

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(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.

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•	Overview of Q3 2015 Results and Strategic Performance

•	Review of Consolidated Results of Operations

•	Non-GAAP Measures and SBU Analysis

•	Key Trends and Uncertainties

•	Capital Resources and Liquidity

•	Reducing complexity: By exiting businesses and markets where we do not have a competitive advantage we are simplifying our portfolio and reducing risk.

•

Leveraging our platforms: We are focusing our growth on platform expansions, including adjacencies, in markets where we already operate and have a competitive advantage to realize attractive risk-adjusted returns. We currently have 5,782 MW under construction. These projects represent $7 billion in total capital expenditures, with the majority of AES’ $1.3 billion in equity already funded and are on track to come online from 2015 through 2018.

•	Performance excellence: We strive to be the low-cost manager of a portfolio of assets and to derive synergies and scale from our businesses.

•

Expanding access to capital: We are building strategic partnerships at the project and business level. Through these partnerships, we aim to optimize our risk-adjusted returns in our existing businesses and growth projects. By selling down portions of certain businesses, we can adjust our global exposure to commodity, fuel, country and other macroeconomic risks. Partial sell-downs of our assets can also serve to highlight or enhance the value of businesses in our portfolio.

•	Allocating capital in a disciplined manner: Our top priority is to maximize risk-adjusted returns to our shareholders, which we achieve by investing our discretionary cash and recycling the capital we receive from asset sales and strategic partnerships. The results of our capital strategy included the following:

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◦	In the first nine months of 2015, we invested $345 million to prepay and refinance Parent debt.

◦	In the third quarter of 2015, we invested $101 million by repurchasing approximately 8 million shares.

◦	In the first nine months of 2015, we repurchased 32 million shares for $407 million and in October and November 2015, we repurchased 1.6 million shares for $16 million.

◦	In the first nine months of 2015, we paid $209 million in shareholder dividends.

◦	In the first nine months of 2015, we made $285 million of investments in our subsidiaries.

(1)	See reconciliation and definition under Non-GAAP Measures.

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•	Lost-Time Incident Case Rate: Number of lost-time cases per number of full-time employees or contractors.

•	CA: Actual variable margin, as a percentage of potential variable margin if the unit had been available at full capacity during outages.

•	EFOF: The percentage of the time that a plant is not capable of producing energy due to unplanned operational reductions in production.

•	Heat Rate: The amount of energy used by an electrical generator or power plant to generate one kWh.

•	SAIDI: The total hours of interruption the average customer experiences annually. Trailing 12-month average.

•	SAIFI: The average number of interruptions the average customer experiences annually. Trailing 12-month average.

•	Non-Technical Losses: Delivered energy that was not billed due to measurement error, theft or other reasons. Trailing 12-month average.

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•	US — An overall decrease of $79 million driven by:

◦	A reduction in volumes and lower retail prices at DPL in Ohio, primarily due to the sale of the MC2 business in April 2015 and higher pass-through transmission costs in 2014; and

◦	Lower wholesale volumes at IPL in Indiana due to a decrease in demand as a result of milder temperatures during 2015 compared to 2014.

•	Andes — An overall decrease of $52 million driven by:

◦	Unfavorable FX impacts of $71 million, primarily at Chivor in Colombia; and

◦	Lower spot and contract sales at Gener in Chile.

◦	The results above were partially offset by higher prices at Chivor resulting from the impact of a strong El Niño.

•	Brazil — An overall decrease of $483 million driven by:

◦	Unfavorable FX impacts of $680 million; and

◦	Lower contracted volumes sold by Tietê to Eletropaulo in the third quarter of 2015 due to change in contracting strategy from 2014.

◦	The results above were partially offset at Eletropaulo and Sul, due to higher tariffs resulting from the impacts from the Extraordinary Tariff Review and the tariff flag mechanism. See Key Trends and Uncertainties—Operational of this Form 10-Q for further information.

•	MCAC — An overall decrease of $96 million driven by:

◦	Lower gas sales to third parties, lower PPA prices, and lower spot sales in the Dominican Republic; and

◦	Lower pass-through costs at El Salvador.

•	Europe — An overall decrease of $79 million driven by:

◦	Unfavorable FX impacts of $32 million, primarily at Maritza in Bulgaria and Northern Ireland in the UK;

◦	Lower pass-through costs at Amman East and IPP4 in Jordan; and

◦	The sales of UK Wind (Operating Projects) and Ebute in Nigeria in August and November 2014, respectively.

◦	The results above were partially offset by the timing of outages and higher pass-through costs at Maritza.

•	Asia — An overall increase of $70 million driven by:

◦	Contributions from Mong Duong in Vietnam, which commenced its principal operations in April 2015; and

◦	Higher generation at Kelanitissa in Sri Lanka.

◦	The results above were partially offset by Masinloc in the Philippines due to lower pass-through costs.

•	US — An overall decrease of $57 million driven by:

◦	The impact of additional DP&L generation being sold in the wholesale market at lower prices compared to supplying DP&L retail customers in 2014, combined with lower generation, lower wholesale prices and higher fixed costs.

•	Andes — An overall decrease of $50 million driven by:

◦	Unfavorable FX impacts of $40 million, primarily at Chivor; and

◦	Lower contract prices and higher fixed and other costs at Gener.

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•	Brazil — An overall increase of $56 million driven by:

◦	Lower energy purchases at lower rates due to lower contracted volumes sold to Eletropaulo in the third quarter of 2015 as well as a change in the assured energy requirement at Tietê; and

◦	Higher tariffs at Sul and Eletropaulo.

◦	The results above were offset by unfavorable FX impacts of $54 million, higher fixed costs at Eletropaulo, and lower demand at Sul and Eletropaulo.

•	MCAC — An overall decrease of $28 million driven by:

◦	Lower fuel prices and timing of spot gas cargoes resulting in lower gas sales to third parties; and

◦	The net impact of higher contracted volumes at lower prices, higher fixed costs, and lower frequency regulation in the Dominican Republic.

◦	The results above were partially offset by improved hydrological conditions at Panama which resulted in higher generation and lower energy purchases, as well as the commencement of power barge operations in March 2015.

•	Europe — An overall decrease of $35 million driven by:

◦	Unfavorable FX impacts of $9 million, primarily at Maritza in Bulgaria;

◦	The sales of UK Wind (Operating Projects) and Ebute as discussed above; and

◦	Timing of planned outages in Maritza.

•	Asia — An overall increase of $21 million driven by:

◦	Higher plant availability and lower related maintenance costs at Masinloc in the Philippines.

•	US — An overall decrease of $145 million driven by:

◦	Lower wholesale volumes at IPL due to higher outages, lower pass-through costs, and a decrease in demand as a result of milder temperatures during 2015 compared to 2014;

◦	The sale of the MC2 business in April 2015, which reduced volumes at DPL;

◦	Increased customer switching at DPL; and

◦	Lower production and prices at Wind businesses.

◦	The results above were partially offset by higher capacity prices and wholesale revenue at DPL.

•	Andes — An overall decrease of $154 million driven by:

◦	Unfavorable FX impacts of $155 million, primarily at Chivor; and

◦	Lower contract and spot sales and prices at Gener.

◦	The results above were partially offset by new contracts at Gener, as well as higher rates and generation at Chivor driven by a strong El Niño impact and better hydrology.

•	Brazil — An overall decrease of $816 million driven by:

◦	Unfavorable FX impacts of $1.6 billion; and

◦	Lower spot sales and prices at Tietê, partially offset by higher energy sold to Eletropaulo at higher prices due to an annual contract adjustment.

◦	The results above were partially offset by:

▪	The reversal of a contingent regulatory liability at Eletropaulo;

▪	A longer period of operations and higher pass-through costs at Uruguaiana; and

▪	Higher tariffs resulting from the impacts from the Extraordinary Tariff Review and tariff flag mechanism implemented at Sul and Eletropaulo.

•	MCAC — An overall decrease of $227 million driven by:

◦	Lower prices in the Dominican Republic, primarily related to lower gas sales to third parties, lower PPA prices, lower spot prices and sales, as well as lower availability; and

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◦	A decrease in energy pass-through costs at El Salvador.

•	Europe — An overall decrease of $146 million driven by:

◦	Unfavorable FX impacts of $98 million, primarily at Maritza and Northern Ireland;

◦	Lower capacity and energy prices in Northern Ireland;

◦	Lower pass-through costs at Amman East in Jordan; and

◦	The sales of the UK Wind (Operating Projects) and Ebute in August and November 2014, respectively.

◦	The results above were partially offset by the commencement of operations at IPP4 in Jordan in July 2014.

•	Asia — An overall increase of $45 million driven by:

◦	Contributions from Mong Duong, which commenced its principal operations in April 2015.

◦	The results above were partially offset by lower dispatch in 2015 at Kelanitissa and lower pass-through costs at Masinloc.

•	US — An overall decrease of $37 million driven by:

◦	Lower results at US Generation due to lower production and prices at the US Wind businesses and lower availability and dispatch in Hawaii and Southland; and

◦	Decreased wholesale margin due to outages and lower market prices at IPL.

◦	The results above were partially offset at DPL due to an increase through the first half of 2015 that was driven by outages and lower gas availability that occurred in the first quarter of 2014, as well as increased capacity prices, and lower transmission, congestion and fixed costs in 2015. These increases were offset by a decrease in the third quarter as discussed above.

•	Andes — An overall decrease of $39 million driven by:

◦	Unfavorable FX impacts of $67 million, primarily at Chivor.

◦	The results above were partially offset by higher rates and generation at Chivor driven by a strong El Niño and better hydrology.

•	Brazil — An overall decrease of $135 million driven by:

◦	Unfavorable FX impacts of $180 million; and

◦	Lower demand and higher fixed costs at Sul, as well as higher fixed costs at Eletropaulo.

◦	The results above were partially offset by the reversal of a contingent regulatory liability and higher tariffs at Eletropaulo.

•	MCAC — An overall increase of $5 million driven by:

◦	Improved hydrological conditions, which resulted in higher generation and lower energy purchases, as well as the commencement of power barge operations in Panama; and

◦	A one-time unfavorable adjustment in 2014 to unbilled revenue in El Salvador.

◦	The results above were partially offset by:

▪	Lower fuel prices and timing of spot gas cargoes resulting in lower gas sales to third parties, lower availability, lower frequency regulation, higher fixed costs, and the net impact of higher contracted volumes at lower prices in the Dominican Republic; and

▪	Higher fuel costs and lower availability in Mexico.

•	Europe — An overall decrease of $78 million driven by:

◦	Unfavorable FX impacts of $33 million, primarily at Maritza in Bulgaria;

◦	Lower dispatch, market energy and capacity prices as well as higher outages and related costs at Kilroot; and

◦	The sales of UK Wind (Operating Projects) and Ebute as discussed above.

◦	The results above were partially offset by higher volumes and prices due to improved hydrology in Kazakhstan and new operations at IPP4 in Jordan as discussed above.

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•	Asia — An overall increase of $55 million driven by:

◦	Higher availability at Masinloc and an unfavorable impact occurring in the first quarter of 2014 due to the market operator’s retrospective adjustment to energy prices; and

◦	Mong Duong due to the commencement of its principal operations in April 2015.

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(1)	Includes $39 million and $6 million of gains on foreign currency derivative contracts for the three months ended September 30, 2015 and 2014, respectively, and $85 million and $49 million of gains on foreign currency derivative contracts for the nine months ended September 30, 2015 and 2014, respectively.

•

gains of $13 million in Argentina primarily related to the favorable impact of foreign currency derivatives associated with government receivables at AES Argentina Generacion (an Argentine Peso functional currency subsidiary), partially offset by losses from the remeasurement of U.S. Dollar denominated debt, and losses from the remeasurement of local currency asset balances at Termoandes (a U.S. Dollar functional currency subsidiary);

•	gains of $13 million in Colombia which was primarily related to unrealized gains due to the 19% depreciation of the Colombian Peso, resulting in a gain at Chivor (a U.S. Dollar functional currency subsidiary) from liabilities denominated in Colombian Pesos, primarily income tax payable, accounts payable, and non-recourse debt, and positive impact from foreign currency embedded derivatives; and

•	losses of $12 million in Chile, which were primarily due to the 9% depreciation of the Chilean Peso, resulting in a loss at Gener (a U.S. Dollar functional currency subsidiary) from working capital denominated in Chilean Pesos, primarily cash, accounts receivables and VAT receivables.

•	losses of $21 million in Chile, which were primarily due to the 8% depreciation of the Chilean Peso, resulting in a loss at Gener (a U.S. Dollar functional currency subsidiary) from working capital denominated in Chilean Pesos, primarily cash, accounts receivables and VAT receivables;

•	losses of $20 million at The AES Corporation which were primarily due to decreases in the valuation of intercompany notes receivable denominated in foreign currency, resulting from the weakening of the Euro and British Pound during the period, partially offset by gains related to foreign currency options; and

•

losses of $19 million in Argentina, which were primarily related to AES Argentina Generacion (an Argentine Peso functional currency subsidiary) associated with its U.S. Dollar denominated debt and losses on the purchase of Argentine sovereign bonds at Termoandes (a U.S. Dollar functional currency subsidiary). Additionally, losses were incurred on foreign currency derivatives related to government receivables at AES Argentina Generacion and the 3% depreciation of the Argentine Peso.

•

gains of $30 million in Argentina, which was primarily related to the favorable impact of foreign currency derivatives associated with government receivables at AES Argentina Generacion (an Argentine Peso functional currency subsidiary), partially offset by losses from the remeasurement of U.S. Dollar denominated debt, and losses from the remeasurement of local currency asset balances at Termoandes (a U.S. Dollar functional currency subsidiary);

•	gains of $18 million in Colombia which was primarily related to unrealized gains due to the 30% depreciation of the Colombian Peso, resulting in a gain at Chivor (a U.S. Dollar functional currency subsidiary) from liabilities

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•	losses of $21 million at the Parent Company, which were primarily due to net remeasurement losses on intercompany notes, partially offset by gains on foreign currency options; and

•	losses of $20 million in Chile which were primarily due to the 15% depreciation of the Chilean Peso, resulting in a loss at Gener (a U.S. Dollar functional currency subsidiary) from working capital denominated in Chilean Pesos, primarily cash, accounts receivables and VAT receivables.

•

losses of $33 million in Argentina, which were primarily related to the 29% depreciation of the Argentine Peso, resulting in losses at AES Argentina Generacion (an Argentine Peso functional currency subsidiary) associated with its U.S. Dollar denominated debt, and losses at Termoandes (a U.S. Dollar functional currency subsidiary) mainly associated with cash and accounts receivable balances in the local currency and losses on the purchase of Argentine sovereign bonds. These losses were partially offset by a gain on foreign currency derivatives related to government receivables at AES Argentina Generacion;

•	losses of $27 million in Chile, which were primarily due to the 14% depreciation of the Chilean Peso, resulting in a loss at Gener (a U.S. Dollar functional currency subsidiary) from working capital denominated in Chilean Pesos (primarily cash, accounts receivables and VAT receivables). These losses were partially offset by foreign currency derivatives; and

•	losses of $23 million at The AES Corporation were primarily due to decreases in the valuation of intercompany notes receivable denominated in foreign currency, resulting from the weakening of the Euro and British Pound during the year, partially offset by gains related to foreign currency options.

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•	Tietê in Brazil from lower volume and lower prices of energy purchased for resale in the spot market,

•	Gener in Chile from the restructuring of Guacolda, and

•	Mong Duong in Vietnam as operations commenced in the current year; partially offset by,

•	Impact of allocation to the tax equity partner at Buffalo Gap III resulting from the asset impairment, and

•	Increased fixed costs at Eletropaulo primarily from contingency provisions.

•	Eletropaulo in Brazil due to the earnings associated with the regulatory liability reversal and the tariff readjustment increases from July 2015,

•	Gener in Chile from the restructuring of Guacolda,

•	Mong Duong in Vietnam as operations commenced in the current year,

•	Panama from improved hydrological conditions and the commencement of power barge operations, which resulted in higher generation and lower energy purchases, and

•	Masinloc in the Philippines due to the sale of a 41% interest in July 2014; partially offset by

•	Impact of allocation to the tax equity partner at Buffalo Gap III resulting from the asset impairment, and

•	Unfavorable foreign currency impact at Tietê in Brazil.

•	lower gain on sale of investments from the prior year sale of a noncontrolling interest at Masinloc,

•	higher asset impairment expense from Buffalo Gap III and Kilroot in 2015

•	lower margin on generation at DP&L

•	lower LNG sales in the Dominican Republic and lower margins on generation

•	devaluation of foreign currencies against the US dollar.

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•	higher equity in earnings of Guacolda resulting from its restructuring in 2015

•	net foreign currency transaction gain in 2015 compared with a net loss in 2014

•	higher margin at Tietê due to favorable contracting strategy compared with 2014

•	lower interest expense at the Parent

•	lower gain on sale of investments from the prior year sale of a noncontrolling interest at Masinloc

•	lower margin at Sul in Brazil, as well as the impact of the 2014 reversal of contingent interest accruals

•	lower LNG sales in the Dominican Republic and lower margins on generation

•	lower volume and prices at Kilroot

•	net foreign currency transaction gain in 2015 compared with a net loss in 2014

•	higher equity in earnings of Guacolda resulting from its restructuring in 2015

•	improved hydrology in Panama

•	lower interest expense at the Parent

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(1)	Adjusted PTC in each segment before intersegment eliminations includes the effect of intercompany transactions with other segments except for interest, charges for certain management fees and the write-off of intercompany balances.

(1)	Unrealized derivative (gains) losses were net of income tax per share of $(0.01) and $0.00 in the three months ended September 30, 2015 and 2014, and of $(0.01) and $(0.01) in the nine months ended September 30, 2015 and 2014, respectively.

(2)	Unrealized foreign currency transaction (gains) losses were net of income tax per share of $0.01 and $0.03 in the three months ended September 30, 2015 and 2014, and of $0.03 and $0.04 in the nine months ended September 30, 2015 and 2014, respectively.

(3)	Amount primarily relates to the gain from the sale of Armenia Mountain of $22 million ($14 million, or $0.02 per share, net of income tax per share of $0.01).

(4)

Amount primarily relates to the gain from the sale of a noncontrolling interest in Masinloc of $283 million ($283 million, or $0.39 per share, net of income tax per share of $0.00), the gain from the sale of the UK Wind (Operating Projects) of $78 million ($78 million, or $0.11 per share, net of income tax per share of $0.00), the tax benefit of $12 million ($0.02 per share) associated with the agreement executed in September 2014 to sell a noncontrolling interest in our Dominican Republic businesses, and the tax expense of $4 million ($0.01 per share) related to the Silver Ridge Power transaction.

(5)	Amount primarily relates to the asset impairments at Kilroot of $113 million ($74 million, or $0.11 per share, net of income tax per share of $0.05) and at Buffalo Gap III of $118 million ($18 million, or $0.03 per share, net of noncontrolling interest of $90 million and of income tax per share of $0.01).

(6)

Amount primarily relates to the other-than-temporary impairment of our equity method investment at Entek of $18 million ($12 million, or $0.02 per share, net of income tax per share of $0.01), the asset impairment at Ebute of $15 million ($23 million, or $0.03 per share, net of noncontrolling interest of $1 million and of income tax per share of $(0.01)), and a tax benefit of $25 million ($0.03 per share) associated with the previously recognized goodwill impairment at DPLER.

(7)

Amount primarily relates to the asset impairments at Kilroot of $113 million ($74 million, or $0.11 per share, net of income tax per share of $0.05), at UK Wind (Development Projects) of $38 million ($30 million, or $0.04 per share, net of income tax per share of $0.00), and at Buffalo Gap III of $118 million ($18 million, or $0.03 per share, net of noncontrolling interest of $90 million and of income tax per share of $0.01).

(8)

Amount primarily relates to the goodwill impairments at DPLER of $136 million ($117 million, or $0.16 per share, net of income tax per share of $0.03), and at Buffalo Gap of $18 million ($18 million, or $0.03 per share, net of income tax per share of $0.00) and asset impairments at Ebute of $67 million ($57 million, or $0.08 per share, net of noncontrolling interest of $3 million and of income tax per share of $0.01), at DPL of $12 million ($8 million, or $0.01 per share, net of income tax per share of $0.01), and at UK Wind (Newfield) of $11 million ($6 million, or $0.00 per share, net of noncontrolling interest of $6 million and of income tax per share of $0.00) as well as the other-than-temporary impairments of our equity method investment at Silver Ridge Power of $42 million ($28 million, or $0.04 per share, net of income tax per share of $0.02) and at Entek of $18 million ($12 million, or $0.02 per share, net of income tax per share of $0.01).

(9)

Amount primarily relates to the loss on early retirement of debt at Gener of $11 million ($5 million, or $0.01 per share, net of noncontrolling interest of $3 million and of income tax per share of $0.00), at Electrica Ventanas of $7 million ($3 million, or $0.00 per share, net of noncontrolling interest of $2 million and of income tax per share of $0.00), at the Parent Company of $3 million ($0 million, or $0.00 per share, net of income tax per share of $0.00), and at IPL of $3 million ($1 million, or $0.00 per share, net of income tax per share of $0.00).

(10)

Amount primarily relates to the loss on early retirement of debt at the Parent Company of $43 million ($25 million, or $0.03 per share, net of income tax per share of $0.03), at UK Wind (Operating Projects) of $18 million ($14 million, or $0.02 per share, net of income tax per share of $0.01), at Gener of $6 million ($3 million, or $0.00 per share, net of noncontrolling interest of $2 million and income tax per share of $0.00).

(11)

Amount primarily relates to the loss on early retirement of debt at the Parent Company of $113 million ($76 million, or $0.11 per share, net of income tax per share of $0.05), at IPL of $22 million ($11 million, or $0.02 per share, net of noncontrolling interest of $5 million and of income tax per share of $0.01), at Panama of $15 million ($5 million, or $0.01 per share, net of noncontrolling interest of $7 million and of income tax per share of $0.00), at Gener of $11 million ($5 million, or $0.01 per share, net of noncontrolling interest of $3 million and of income tax per share of $0.00), at Electrica Ventanas of $7 million ($3 million, or $0.00 per share, net of noncontrolling interest of $2 million and of income tax per share of $0.00), and at Sul of $4 million ($3 million, or $0.00 per share, net of income tax per share of $0.00).

(12)

Amount primarily relates to the loss on early retirement of debt at the Parent Company of $188 million ($123 million, or $0.17 per share, net of income tax per share of $0.09), at UK Wind (Operating Projects) of $18 million ($14 million, or $0.02 per share, net of income tax per share of $0.01), and at Gener of $8 million ($4 million, or $0.01 per share, net of noncontrolling interest of $2 million and income tax per share of $0.00).

•

DPL decreased by $50 million, primarily driven by a $39 million decrease as more of DP&L’s generation is being sold in the wholesale market at lower prices compared to supplying DP&L retail customers in 2014, combined with lower generation, lower wholesale prices in 2015 compared to 2014, and a $7 million PJM penalty associated with low plant availability in 2015. In addition, fixed costs increased $11 million, primarily driven by increased generation plant maintenance as well as operation, steam, employee benefit and storm related costs;

•	US Generation decreased by $3 million, driven primarily by lower availability and dispatch at our Hawaii and

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•	IPL decreased by $4 million driven by lower wholesale margin due to outages and lower market prices of electricity along with increased maintenance and employee related costs, partially offset by higher retail margin.

•	US Generation decreased by $31 million, driven primarily by lower production and prices across the US Wind businesses of $15 million, and a decrease of $15 million at Hawaii and Southland primarily due to lower availability and dispatch; and

•	IPL decreased by $15 million driven by lower wholesale margin due to outages and lower market prices of electricity as well as increased maintenance and employee related costs, partially offset by higher retail margin.

•

DPL increased by $8 million, primarily due to an increase of $38 million through the first half of 2015 that was driven by outages and lower gas availability that occurred in the first quarter of 2014, as well as increased capacity prices and decreased transmission and congestion costs in 2015. Additionally, this increase was driven by a reduction in fixed costs of $9 million due to decreases in marketing expenses, storm restoration costs, power production, and depreciation expenses. These increases were offset by a $39 million decrease in the third quarter as discussed above.

•

Gener in Chile decreased by $27 million, driven by lower rates of $16 million due to lower contract prices in the SIC market of $8 million (partially mitigated by forward currency hedges of $6 million below margin), $8 million mainly due to lower energy prices and higher gas prices at Termoandes and lower energy prices in the SING market. In addition, fixed and other costs increased $8 million, primarily related to higher asset retirement obligations and higher depreciation expenses; and

•	Chivor in Colombia decreased by $26 million, driven by unfavorable FX remeasurement impacts of $39 million and higher fixed and other costs of $8 million primarily due to the Tunjita tunnel maintenance insurance recovery in 2014, partially offset by higher rates of $24 million driven by strong El Niño impact on prices.

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•	Chivor decreased by $41 million, driven by unfavorable FX remeasurement impacts of $64 million, partially offset by higher rates and generation of $31 million driven by strong El Niño impact on prices and better hydrology.

•	Tietê increased by $130 million, driven by the net impact of $181 million due to lower energy purchases at lower rates due to lower contracted volumes sold to Eletropaulo in the third quarter of 2015 as well as a change in the assured energy requirement. These results were partially offset by unfavorable FX impacts of $49 million.

•	Eletropaulo decreased by $63 million, driven by higher fixed costs of $87 million, primarily due to contingency related to performance indicators, higher bad debt expense, and employee-related costs as well as lower volume of $10 million due to lower demand. These results were partially offset by higher tariffs of $35 million.

•	Sul decreased by $7 million, driven by lower volumes of $25 million due to lower demand and unfavorable FX impacts of $5 million, partially offset by higher tariffs of $26 million.

•	Tietê decreased by $86 million, driven by unfavorable FX impacts of $103 million. These results partially offset by the net impact of $20 million due to lower purchased energy costs; and

•	Sul decreased by $53 million, driven by lower volumes of $48 million due to lower demand, and higher fixed costs of $18 million, partially offset by higher tariff of $24 million.

•	Eletropaulo was neutral as the increase of $97 million ($135 million excluding FX) related to the reversal of a contingent regulatory liability and higher tariff of $82 million, were offset by unfavorable FX impacts of $70 million and higher fixed costs of $147 million, primarily due to employee-related costs, higher bad debt expense, storm costs

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•	Dominican Republic decreased by $41 million, mainly related to lower fuel prices and timing of spot gas cargoes resulting in lower gas sales to third parties of $18 million, the net impact of higher contracted volumes at lower prices of $11 million to reduce spot exposure, higher fixed costs of $6 million, and lower frequency regulation of $5 million.

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Panama increased by $14 million, mainly driven by better hydrological conditions which resulted in higher generation and lower energy purchases of $20 million, and $5 million due to the commencement of power barge operations at the end of March 2015. These results were partially offset by lower compensation from the government of Panama of $11 million due to lower volumes of energy purchased at lower spot prices.

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Panama increased by $106 million, mainly driven by better hydrological conditions which resulted in higher generation and lower energy purchases of $138 million, and $9 million due to the commencement of power barge operations at the end of March 2015. These results were partially offset by lower compensation from the government of Panama of $31 million due to lower volumes of energy purchased at lower spot prices, and lower frequency regulation of $7 million; and

•	El Salvador increased by $19 million, primarily due to a 2014 one-time unfavorable adjustment to unbilled revenue of $12 million, as well as lower regulated fees and energy losses.

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Dominican Republic decreased by $100 million, mainly related to lower fuel prices and timing of spot gas cargoes resulting in lower gas sales to third parties of $32 million, lower availability of $22 million, lower frequency regulation of $17 million, higher fixed costs of $17 million, primarily maintenance, and the net impact of higher contracted volumes at lower prices of $12 million to reduce spot exposure; and

•	Mexico decreased $21 million, driven by higher fuel costs and lower availability.

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•	Maritza decreased by $15 million, driven by unfavorable FX impacts of $8 million and timing of planned outages of $6 million;

•	Reduction of $12 million from the sales of UK Wind (Operating Projects) and Ebute in August and November 2014, respectively; and

•	Ballylumford decreased by $5 million, driven by a $4 million write-down of fuel inventory in the third quarter of 2015, a $3 million impact from lower FX rates on capacity income and lower energy margin, and a $3 million insurance claim received in 2014. These decreases were partially offset by lower fixed costs of $4 million.

•	Kilroot decreased by $36 million, primarily driven by lower dispatch and lower market energy and capacity prices of $22 million, as well as higher outages and related costs of $16 million;

•	Reduction of $35 million from the sales of UK Wind (Operating Projects) and Ebute in August and November 2014, respectively; and

•	Maritza decreased by $22 million, driven by unfavorable FX impacts of $24 million and lower rates of $5 million, partially offset by the timing of planned outages of $9 million.

•	New operations at IPP4 in Jordan of $16 million, primarily due to commencement of operations in July 2014; and

•	Kazakhstan increased by $9 million, driven by higher volumes and prices of $17 million due primarily to better hydrology. These results were partially offset by unfavorable FX impacts of $4 million.

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•	Masinloc increased by $20 million, primarily due to higher availability and lower related fixed costs.

•	Masinloc increased by $46 million, primarily due to higher availability of $22 million and an unfavorable impact of $15 million occurring in the first quarter of 2014 due to the market operator’s retrospective adjustment to energy prices calculated in November and December 2013; and

•	Mong Duong increased by $14 million due to the commencement of its principal operations in April 2015.

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(1)	Refer to the first four tables below for explanations by operating assets and liabilities.

(2)	Refer to the last two tables below for drivers by business.

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(1)	Refer to table below for capital expenditures types and drivers by business.

(2)	Includes amounts classified as Debt services reserves and other assets.

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(1)	Service concession asset expenditures excluded from proportional free cash flow non-GAAP metric.

(2)

The proportional adjustment factor, proportional maintenance capital expenditures (net of reinsurance proceeds), and proportional non-recoverable environmental capital expenditures are calculated by multiplying the percentage owned by noncontrolling interests for each entity by its corresponding consolidated cash flow metric and adding up the resulting figures. For example, the Company owns approximately 71% of AES Gener, its subsidiary in Chile. Assuming a consolidated net cash flow from operating activities of $100 from AES Gener, the proportional adjustment factor for AES Gener would equal approximately $29 (or $100 x 29%). The Company calculates the proportional adjustment factor for each consolidated business in this manner and then adds these amounts together to determine the total proportional adjustment factor used in the reconciliation. The proportional adjustment factor may differ from the proportion of income attributable to noncontrolling interests as a result of (a) non-cash items which impact income but not cash and (b) AES’ ownership interest in the subsidiary where such items occur.

(3)	Includes proportional adjustment amount for service concession asset expenditures of $39 million and $76 million for the three and nine months ended September 30, 2015. The Company adopted service concession accounting effective January 1, 2015.

(4)	Excludes IPALCO’s proportional recoverable environmental capital expenditures of $35 million and $47 million for the three months ended September 30, 2015 and September 30, 2014, as well as, $121 million and $121 million for the nine months ended September 30, 2015 and 2014, respectively.

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•	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.

•	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.

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(1)	See Note 11—Equity—Stock Repurchase Program to the condensed consolidated financial statements in Item 1.—Financial Statements for further information.

(2)

The authorization permits 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 is no assurance as to the amount, timing or prices of repurchases, which may vary based on market conditions and other factors. The stock repurchase program may be modified, extended or terminated by the BoD at any time.

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