DPL—On November 28, 2011, AES completed its acquisition of 100% of the common stock of DPL for approximately $3.5 billion, pursuant to the terms and conditions of a definitive agreement (the “Merger Agreement”) dated April 19, 2011.

		Preliminary		Adjustments		Updated

Cash		$	116	$	-	$	116
Accounts receivable			278		-		278
Inventory			124		-		124
Other current assets			41		(1)		40
Property, plant and equipment			2,549		(114)		2,435
Intangible assets subject to amortization			166		4		170
Intangible assets - indefinite-lived			5		-		5
Regulatory assets			201		1		202
Other noncurrent assets			58		-		58
Current liabilities			(401)		-		(401)
Non-recourse debt			(1,255)		-		(1,255)
Deferred taxes			(558)		39		(519)
Regulatory liabilities			(117)		1		(116)
Other noncurrent liabilities			(195)		-		(195)
Redeemable preferred stock			(18)		-		(18)
	Net identifiable assets acquired		994		(70)		924
Goodwill			2,489		70		2,559
	Net assets acquired	$	3,483	$	-		3,483

The assets acquired and liabilities assumed in the acquisition have been recorded at provisional amounts based on the preliminary purchase price allocation. The Company is in the process of obtaining the following additional information that could impact the purchase price allocation within the measurement period, which could be up to one year from the date of acquisition: discount rates; energy price curves, dispatching assumptions, and contractual arrangements associated with jointly owned plants, all of which could affect the value of the generation business property, plant and equipment; assumptions around customer switching and aggregation, which could affect the value of intangible assets; assumptions on the valuation of regulatory assets and liabilities; deferred income taxes; and the determination of reporting units. If materially different from the final amounts, such provisional amounts will be retrospectively adjusted to reflect any new information about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of these amounts. Additionally, key input assumptions and their sensitivity to the valuation of assets acquired and liabilities assumed are continuing to be reviewed by management, which may result in requiring additional information related to these key input assumptions. During the three months ended June 30, 2012, the Company recognized a decrease of $114 million in the provisional value of property, plant and equipment and a related decrease of $39 million in the provisionally recognized deferred tax liabilities as a result of additional information associated with growth and ancillary revenue assumptions. Additionally, the Company recognized an increase of $4 million for certain customer contracts of DPL Energy Resource, Inc. (i.e., DPL's wholly-owned Competitive Retail Electric Service (“CRES”) provider) and other intangibles due to additional contractual information obtained during this quarter. These purchase price adjustments increased the provisionally recognized goodwill by $70 million and have been reflected retrospectively as of December 31, 2011 in the accompanying Condensed Consolidated Balance Sheet. The effect on net income for the period November 28, 2011 through December 31, 2011 was not material.

The unaudited actual DPL revenue and net income attributable to The AES Corporation included in AES's Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2012, and the unaudited pro forma revenue and net income attributable to The AES Corporation, of the combined entity for the three and six months ended June 30, 2011, as if the acquisition had occurred January 1, 2011, are as follows:

			Net Income (Loss)
			Attributable to The
	Revenue		AES Corporation

	(in millions)
Actual for the three months ended June 30, 2012	$	385	$	5
Actual for the six months ended June 30, 2012		816		27
Pro forma for the three months ended June 30, 2011		4,866		186
Pro forma for the six months ended June 30, 2011		9,489		406

The pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been completed on the dates indicated, or the future consolidated results of operations of AES.

Net income attributable to The AES Corporation in the table above has been reduced by the net of tax pro forma adjustments of $20 million and $68 million, respectively, for the three and six months ended June 30, 2011. These pro forma adjustments primarily include: the amortization of fair value adjustment of DPL's generation plant and equipment and intangible assets subject to amortization, reversal of transaction costs, interest expense on additional borrowings used to finance the acquisition.

Cartagena ― On February 9, 2012, a subsidiary of the Company completed the sale of 80% of its interest in the wholly-owned holding company of AES Energia Cartagena S.R.L. (“AES Cartagena”), a 1,199 MW gas-fired generation business in Spain. The Company owned approximately 70.81% of AES Cartagena through this holding company structure, as well as 100% of a related operations and maintenance company. Net proceeds from the sale were approximately €172 million ($229 million) and during first quarter of 2012, the Company recognized a pretax gain of $178 million on the transaction. Under the terms of the sale agreement, the buyer, Electrabel International Holdings B.V. (“Electrabel”), a subsidiary of GDF SUEZ S.A. or “GDFS”, has an option to purchase the Company's remaining 20% interest at a fixed price of €28 million ($37 million) during a five month period beginning March 2013. Of the total proceeds received, approximately $9 million was deferred and allocated to Electrabel's option to purchase the Company's remaining interest. Concurrent with the sale, GDFS settled the outstanding arbitration between the parties regarding certain emissions costs and other taxes that AES Cartagena sought to recover from GDFS as energy manager under the existing commercial arrangements. GDFS agreed to pay €71 million ($95 million) to AES Cartagena for such costs incurred by AES Cartagena for the 2008—2010 period and for 2011 through the date of sale close, of which €28 million ($38 million) was paid at closing. Due to the Company's expected continuing ownership interest extending beyond one year from the completion of the sale of its 80% interest, the prior period operating results of AES Cartagena have not been reclassified as discontinued operations.

St. Patrick and InnoVent ― On June 28, 2012, the Company closed the sale of its interest in InnoVent and St. Patrick. Net proceeds from the sale transactions were $42 million. The prior period operating results of St. Patrick were not deemed material for reclassification to discontinued operations. See Note 14— Impairment Expense and Note 15— Other Non-Operating Expense for further information.