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.

Valuation Techniques — The fair value measurement accounting guidance describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach, (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on current market expectations of the return on those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. The Company measures its investments and derivatives at fair value on a recurring basis. Additionally, in connection with annual or event-driven impairment evaluations, certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis. These include long-lived tangible assets (i.e., property, plant and equipment), goodwill and intangible assets (e.g., sales concessions, land use rights and water rights, etc.). In general, the Company determines the fair value of investments and derivatives using the market approach and the income approach, respectively. In the nonrecurring measurements of nonfinancial assets and liabilities, all three approaches are considered; however, the value estimated under the income approach is often the most representative of fair value.

Investments — The Company's investments measured at fair value generally consist of marketable debt and equity securities. Equity securities are either measured at fair value using quoted market prices, which are considered Level 1 measurements in the fair value hierarchy, or measured at fair value based on comparisons to market data obtained for similar assets, which are considered Level 2 measurements in the fair value hierarchy. Debt securities primarily consist of unsecured debentures, certificates of deposit and government debt securities held by our Brazilian subsidiaries. Returns and pricing on these instruments are generally indexed to the CDI rates in Brazil. Debt securities are measured at fair value based on comparisons to market data obtained for similar assets and are considered Level 2 measurements in the fair value hierarchy.

Derivatives — Any Level 1 derivative instruments are exchange-traded commodity futures for which the pricing is observable in active markets, and as such, these are not expected to transfer to other levels. There have been no transfers between Level 1 and Level 2.

For all derivatives, with the exception of any classified as Level 1, the income approach is used, which consists of forecasting future cash flows based on contractual notional amounts and applicable and available market data as of the valuation date. The most common market data inputs used in the income approach include volatilities, spot and forward benchmark interest rates (such as LIBOR and EURIBOR), foreign exchange rates and commodity prices. Forward rates with the same tenor as the derivative instrument being valued are generally obtained from published sources, with these forward rates being assessed quarterly at a portfolio-level for reasonableness versus comparable published information provided from another source. When significant inputs are not observable, the Company uses relevant techniques to determine the inputs, such as regression analysis or prices for similarly traded instruments available in the market.

For derivatives for which there is a standard industry valuation model, the Company uses a third-party derivative accounting and valuation service provider that uses a standard model and observable inputs to estimate the fair value. For these derivatives, the Company performs analytical procedures and makes comparisons to other third-party information in order to assess the reasonableness of the fair value. For derivatives for which there is not a standard industry valuation model (such as PPAs and fuel supply agreements that are derivatives or include embedded derivatives), the Company has created internal valuation models to estimate the fair value, using observable data to the extent available. At each quarter-end, the models for the commodity and foreign currency-based derivatives are generally prepared and reviewed by employees who globally manage the respective commodity and foreign currency risks and are analytically reviewed independent of those employees.

Those cash flows are then discounted using the relevant spot benchmark interest rate (such as LIBOR or EURIBOR). The Company then makes a credit valuation adjustment ("CVA") by further discounting the cash flows for nonperformance or credit risk based on the observable or estimated debt spread of the Company's subsidiary or its counterparty and the tenor of the respective derivative instrument. The CVA for potential future scenarios in which the derivative is in an asset is based on the counterparty's credit ratings, credit default swap spreads, and debt spreads, as available. The CVA for potential future scenarios in which the derivative is a liability is based on the Parent Company's or the subsidiary's current debt spread. In the absence of readily obtainable credit information, the Parent Company's or the subsidiary's estimated credit rating (based on applying a standard industry model to historical financial information and then considering other relevant information) and spreads of comparably rated entities or the respective country's debt spreads are used as a proxy. All derivative instruments are analyzed individually and are subject to unique risk exposures.

The Company's methodology to fair value its derivatives is to start with any observable inputs; however, in certain instances the published forward rates or prices may not extend through the remaining term of the contract and management must make assumptions to extrapolate the curve, which necessitates the use of unobservable inputs, such as proxy commodity prices or historical settlements to forecast forward prices. Specifically, where there is limited forward curve data with respect to foreign exchange contracts, beyond the traded points the Company utilizes the purchasing power parity approach to construct the remaining portion of the forward curve using relative inflation rates. In addition, in certain instances, there may not be market or market-corroborated data readily available, requiring the use of unobservable inputs. Similarly, in certain instances, the spread that reflects the credit or nonperformance risk is unobservable requiring us to utilize proxy yield curves of similar credit quality. The fair value hierarchy of an asset or a liability is based on the level of significance of the input assumptions. An input assumption is considered significant if it affects the fair value by at least 10%. Assets and liabilities are classified as Level 3 when the use of unobservable inputs is significant. When the use of unobservable inputs is insignificant, assets and liabilities are classified as Level 2. Transfers between Level 3 and Level 2 are determined as of the end of the reporting period and result from changes in significance of unobservable inputs used to calculate the CVA.

Debt — Recourse and non-recourse debt are carried at amortized cost. The fair value of recourse debt is estimated based on quoted market prices. The fair value of non-recourse debt is estimated differently based upon the type of loan. In general, the carrying amount of variable rate debt is a close approximation of its fair value. For fixed rate loans, the fair value is estimated using quoted market prices or discounted cash flow ("DCF") analyses. In the DCF analysis, the discount rate is based on the credit rating of the individual debt instruments, if available, or the credit rating of the subsidiary. If the subsidiary's credit rating is not available, a synthetic credit rating is determined using certain key metrics, including cash flow ratios and interest coverage, as well as other industry-specific factors. For subsidiaries located outside the U.S., in the event that the country rating is lower than the credit rating previously determined, the country rating is used for purposes of the DCF analysis. The fair value of recourse and non-recourse debt excludes accrued interest at the valuation date. The fair value was determined using available market information as of December 31, 2016. The Company is not aware of any factors that would significantly affect the fair value amounts subsequent to December 31, 2016.

Nonrecurring Measurements — For nonrecurring measurements derived using the income approach, fair value is determined using valuation models based on the principles of DCF. The income approach is most often used in the impairment evaluation of long-lived tangible assets, equity method investments, goodwill, and intangible assets. The Company uses its internally developed DCF valuation models as the primary means to determine nonrecurring fair value measurements though other valuation approaches prescribed under the fair value measurement accounting guidance are also considered. Depending on the complexity of a valuation, an independent valuation firm may be engaged to assist management in the valuation process. A few examples of input assumptions to such valuations include macroeconomic factors such as growth rates, industry demand, inflation, exchange rates and power and commodity prices. Whenever possible, the Company attempts to obtain market observable data to develop input assumptions. Where the use of market observable data is limited or not available for certain input assumptions, the Company develops its own estimates using a variety of techniques such as regression analysis and extrapolations.

For nonrecurring measurements derived using the market approach, recent market transactions involving the sale of identical or similar assets are considered. The use of this approach is limited because it is often difficult to identify sale transactions of identical or similar assets. This approach is used in impairment evaluations of certain intangible assets. Otherwise, it is used to corroborate the fair value determined under the income approach.

For nonrecurring measurements derived using the cost approach, fair value is typically based upon a replacement cost approach. Under this approach, the depreciated replacement cost of assets is derived by first estimating the current replacement cost of assets and then applying the remaining useful life percentages to such costs. Further adjustments for economic and functional obsolescence are made to the depreciated replacement cost. This approach involves a considerable amount of judgment, which is why its use is limited to the measurement of long-lived tangible assets. Like the market approach, this approach is also used to corroborate the fair value determined under the income approach.

Fair Value Considerations — In determining fair value, the Company considers the source of observable market data inputs, liquidity of the instrument, the credit risk of the counterparty and the risk of the Company's or its counterparty's nonperformance. The conditions and criteria used to assess these factors are:

Sources of market assumptions — The Company derives most of its market assumptions from market efficient data sources (e.g., Bloomberg and Reuters). To determine fair value, where market data is not readily available, management uses comparable market sources and empirical evidence to develop its own estimates of market assumptions.

Market liquidity — The Company evaluates market liquidity based on whether the financial or physical instrument, or the underlying asset, is traded in an active or inactive market. An active market exists if the prices are fully transparent to market participants, can be measured by market bid and ask quotes, the market has a relatively large proportion of trading volume as compared to the Company's current trading volume and the market has a significant number of market participants that will allow the market to rapidly absorb the quantity of assets traded without significantly affecting the market price. Another factor the Company considers when determining whether a market is active or inactive is the presence of government or regulatory controls over pricing that could make it difficult to establish a market-based price when entering into a transaction.

Nonperformance risk — Nonperformance risk refers to the risk that an obligation will not be fulfilled and affects the value at which a liability is transferred or an asset is sold. Nonperformance risk includes, but may not be limited to, the Company or its counterparty's credit and settlement risk. Nonperformance risk adjustments are dependent on credit spreads, letters of credit, collateral, other arrangements available and the nature of master netting arrangements. The Company and its subsidiaries are parties to various interest rate swaps and options; foreign currency options and forwards; and derivatives and embedded derivatives, which subject the Company to nonperformance risk. The financial and physical instruments held at the subsidiary level are generally non-recourse to the Parent Company.

Nonperformance risk on the investments held by the Company is incorporated in the fair value derived from quoted market data to mark the investments to fair value.

Recurring Measurements — The following table presents, by level within the fair value hierarchy, as described in Note 1—General and Summary of Significant Accounting Policies, 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:



	December 31, 2016								December 31, 2015
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
AVAILABLE FOR SALE:
Debt securities:
Unsecured debentures	$	—	$	360	$	—	$	360	$	—	$	318	$	—	$	318
Certificates of deposit	—		372		—		372		—		129		—		129
Government debt securities	—		9		—		9		—		28		—		28
Subtotal	—		741		—		741		—		475		—		475
Equity securities:
Mutual funds	—		49		—		49		—		15		—		15
Subtotal	—		49		—		49		—		15		—		15
Total available for sale	—		790		—		790		—		490		—		490
TRADING:
Equity securities:
Mutual funds	16		—		—		16		15		—		—		15
Total trading	16		—		—		16		15		—		—		15
DERIVATIVES:
Interest rate derivatives	—		18		—		18		—		—		—		—
Cross currency derivatives	—		4		—		4		—		—		—		—
Foreign currency derivatives	—		54		255		309		—		35		292		327
Commodity derivatives	—		38		7		45		—		41		7		48
Total derivatives — assets	—		114		262		376		—		76		299		375
TOTAL ASSETS	$	16	$	904	$	262	$	1,182	$	15	$	566	$	299	$	880
Liabilities
DERIVATIVES:
Interest rate derivatives	$	—	$	121	$	179	$	300	$	—	$	54	$	304	$	358
Cross currency derivatives	—		18		—		18		—		43		—		43
Foreign currency derivatives	—		64		—		64		—		41		15		56
Commodity derivatives	—		40		2		42		—		29		4		33
Total derivatives — liabilities	—		243		181		424		—		167		323		490
TOTAL LIABILITIES	$	—	$	243	$	181	$	424	$	—	$	167	$	323	$	490

As of December 31, 2016, all AFS debt securities had stated maturities within one year. For the years ended December 31, 2016, 2015, and 2014, no other-than-temporary impairment 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 sale of AFS securities for the periods indicated (in millions):



Year Ended December 31,	2016		2015		2014
Gross proceeds from sales of AFS securities	$	4,335	$	4,177	$	3,829

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 years ended December 31, 2016 and 2015 (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.



Year Ended December 31, 2016	Interest Rate			Foreign Currency			Commodity			Total
Balance at January 1	$	(304	)	$	277		$	3		$	(24	)
Total realized and unrealized gains (losses):
Included in earnings	—			31			2			33
Included in other comprehensive income — derivative activity	(36		)	6			—			(30		)
Included in other comprehensive income — foreign currency translation activity	3			(52		)	—			(49		)
Included in regulatory (assets) liabilities	—			—			11			11
Settlements	72			(22		)	(11		)	39
Transfers of liabilities into Level 3	(32		)	—			—			(32		)
Transfers of liabilities out of Level 3	118			15			—			133
Balance at December 31	$	(179	)	$	255		$	5		$	81
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	$	6		$	16		$	2		$	24



Year Ended December 31, 2015	Interest Rate			Foreign Currency			Commodity			Total
Balance at January 1	$	(210	)	$	209		$	6		$	5
Total realized and unrealized gains (losses):
Included in earnings	(1		)	198			(1		)	196
Included in other comprehensive income — derivative activity	(31		)	—			—			(31		)
Included in other comprehensive income — foreign currency translation activity	9			(103		)	—			(94		)
Included in regulatory (assets) liabilities	—			—			(18		)	(18		)
Settlements	24			(7		)	16			33
Transfers of liabilities into Level 3	(95		)	(1		)	—			(96		)
Transfers of assets out of Level 3	—			(19		)	—			(19		)
Balance at December 31	$	(304	)	$	277		$	3		$	(24	)
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	$	—		$	187		$	(1	)	$	186

The following table summarizes the significant unobservable inputs used for the Level 3 derivative assets (liabilities) as of December 31, 2016 (in millions, except range amounts):



Type of Derivative	Fair Value			Unobservable Input	Amount or Range (Weighted Average)
Interest rate	$	(179	)	Subsidiaries’ credit spreads	2.1% - 4.4% (4.3%)
Foreign currency:
Argentine Peso	255			Argentine Peso to U.S. Dollar currency exchange rate after one year	19.9 - 33.4 (26.4)
Commodity:
Other	5
Total	$	81

Changes in the above significant unobservable inputs that lead to a significant and unusual impact to current-period earnings are disclosed to the Financial Audit Committee. 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 goodwill, long-lived assets, discontinued operations, and equity method investments, 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 their then-latest available carrying amount. The following table summarizes major categories of assets and liabilities measured at fair value on a nonrecurring basis during the period and their level within the fair value hierarchy (in millions):



Year Ended December 31, 2016	Measurement Date	Carrying Amount₍₁₎		Fair Value						Pretax Loss
Assets	Measurement Date	Carrying Amount₍₁₎		Level 1		Level 2		Level 3		Pretax Loss
Long-lived assets held and used:⁽²⁾
DPL	12/31/2016	$	787	$	—	$	60	$	103	$	624
Buffalo Gap I	08/31/2016	113		—		—		36		77
DPL	06/30/2016	324		—		—		89		235
Buffalo Gap II	03/31/2016	251		—		—		92		159
Discontinued operations:⁽³⁾
Sul	06/30/2016	1,581		—		470		—		783



Year Ended December 31, 2015	Measurement Date	Carrying Amount₍₁₎		Fair Value						Pretax Loss
Assets	Measurement Date	Carrying Amount₍₁₎		Level 1		Level 2		Level 3		Pretax Loss
Long-lived assets held and used:⁽²⁾
Buffalo Gap III	09/30/2015	$	234	$	—	$	—	$	118	$	116
Kilroot	08/28/2015	191		—		—		70		121
UK Wind	06/30/2015	38		—		1		—		37
Other	Various	32		—		21		—		11
Equity method investments:⁽⁴⁾
Solar Spain	02/09/2015	29		—		—		29		—
Goodwill:⁽⁵⁾
DP&L	10/01/2015	317		—		—		—		317

_____________________________


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


⁽²⁾	See Note 20—Asset Impairment Expense for further information.


⁽³⁾	Per the Company's policy, pre-tax loss was limited to the impairment of long-lived assets. Upon disposal of AES Sul, we incurred an additional pre-tax loss on sale of $602 million. See Note 22—Discontinued Operations for further information.


⁽⁴⁾	See Note 7—Investments In and Advances to Affiliates for further information.


⁽⁵⁾	See Note 9—Goodwill and Other Intangible Assets for further information.

The following table summarizes the significant unobservable inputs used in the Level 3 measurement of long-lived assets held and used measured on a nonrecurring basis during the year ended December 31, 2016 (in millions, except range amounts):



December 31, 2016	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)
Long-lived assets held and used:
DPL ⁽¹⁾	$	103	Discounted cash flow	Annual revenue growth	-13% to -1% (-6%)
				Annual pretax operating margin	-42% to 3% (-16%)
				Weighted-average cost of capital	7% to 10%
Buffalo Gap I	36		Discounted cash flow	Annual revenue growth	-20% to 9% (-14%)
				Annual pretax operating margin	-40% to 42% (29%)
				Weighted-average cost of capital	9%
DPL ⁽¹⁾	89		Discounted cash flow	Annual revenue growth	-11% to 13% (1%)
				Annual pretax operating margin	-50% to 60% (5%)
				Weighted-average cost of capital	7% to 12%
Buffalo Gap II	92		Discounted cash flow	Annual revenue growth	-17% to 21% (20%)
				Annual pretax operating margin	-166% to 48% (18%)
				Weighted-average cost of capital	9%
Total	$	320

_____________________________


⁽¹⁾	See Note 20—Asset Impairment Expense for further discussion of each DPL impairment.

Financial Instruments not Measured at Fair Value in the 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 Consolidated Balance Sheets as of the periods indicated, but for which fair value is disclosed.



		December 31, 2016
		Carrying Amount		Fair Value
		Carrying Amount		Total		Level 1		Level 2		Level 3
Assets:	Accounts receivable — noncurrent ⁽¹⁾	$	264	$	350	$	—	$	20	$	330
Liabilities:	Non-recourse debt	15,792		16,188		—		15,120		1,068
	Recourse debt	4,671		4,899		—		4,899		—



		December 31, 2015
		Carrying Amount		Fair Value
		Carrying Amount		Total		Level 1		Level 2		Level 3
Assets:	Accounts receivable — noncurrent ⁽¹⁾	$	238	$	310	$	—	$	20	$	290
Liabilities:	Non-recourse debt	15,115		15,592		—		13,325		2,267
	Recourse debt	4,966		4,696		—		4,696		—

_____________________________


⁽¹⁾	These accounts receivable principally 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 Consolidated Balance Sheets. The fair value and carrying amount of these receivables exclude VAT of $24 million and $27 million as of December 31, 2016 and 2015, respectively.