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. In the third quarter of 2012, the Company finalized the purchase price allocation related to the acquisition.

The preliminary purchase allocation, the adjustments recorded in the nine months ended September 30, 2012, and the final purchase price allocation are presented in the table below. These adjustments have been reflected retrospectively as of December 31, 2011 in the accompanying Condensed Consolidated Balance Sheet. The effect of these adjustments on net income for the period November 28, 2011 through December 31, 2011 was not material.

		Preliminary		Adjustments		Final

Cash		$	116	$	-	$	116
Accounts receivable			278		-		278
Inventory			124		-		124
Other current assets			41		-		41
Property, plant and equipment			2,549		(71)⁽¹⁾		2,478
Intangible assets subject to amortization			166		(19)⁽²⁾		147
Intangible assets - indefinite-lived			5		-		5
Regulatory assets			201		16⁽³⁾		217
Other noncurrent assets			58		-		58
Current liabilities			(401)		(5)		(406)
Non-recourse debt			(1,255)		-		(1,255)
Deferred income taxes			(558)		7⁽⁴⁾		(551)
Regulatory liabilities			(117)		-		(117)
Other noncurrent liabilities			(195)		(15)⁽⁵⁾		(210)
Redeemable preferred stock			(18)		-		(18)
	Net identifiable assets acquired		994		(87)		907
Goodwill			2,489		87⁽⁶⁾		2,576
	Net assets acquired	$	3,483	$	-		3,483

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 nine months ended September 30, 2012, and the unaudited pro forma revenue and net income attributable to The AES Corporation, of the combined entity for the three and nine months ended September 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 September 30, 2012	$	472	$	(1,802)
Actual for the nine months ended September 30, 2012		1,288		(1,775)
Pro forma for the three months ended September 30, 2011		4,820		(69)
Pro forma for the nine months ended September 30, 2011		14,309		336

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 after-tax pro forma adjustments of $5 million and $73 million, respectively, for the three and nine months ended September 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, and 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 16—Other Non-Operating Expense for further information.

China ― On September 6, 2012, the Company completed the sale of its interest in certain equity method investments in China. These investments included coal-fired, hydropower and wind generation facilities accounted for under the equity method of accounting. Net proceeds from the sale were approximately $86 million and the Company recognized a pretax gain of $26 million on the transaction, which is reflected as a gain on sale of investment. See Note 16―Other Non-Operating Expense for further information.