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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-9052
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DPL INC.
(Exact name of registrant as specified in its charter)
OHIO 31-1163136
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Courthouse Plaza Southwest, Dayton, Ohio 45402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 937-224-6000
Securities registered pursuant to Section 12(b) of the Act:
Outstanding at Name of each exchange on
Title of each class February 26, 1999 which registered
- ------------------------ ----------------- ------------------------
Common Stock, $0.01 par 161,264,604 New York Stock Exchange
value and Preferred Share
Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---
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
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The aggregate market value of the voting stock held by
nonaffiliates of the registrant as of February 26, 1999 was
$17-13/16 closing price of $2,872,525,759 on such date.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II incorporate by reference the registrant's 1998
Annual Report to Shareholders.
Portions of the definitive Proxy Statement dated March 1, 1999,
relating to the 1999 Annual Meeting of Shareholders of the
registrant, are incorporated by reference into Part III.
PART I
Item 1 - Business*
- ------------------------------------------------------------------------------
DPL INC.
DPL Inc. was organized in 1985 under the laws of the State
of Ohio to engage in the acquisition and holding of securities of
corporations for investment purposes. The executive offices of
DPL Inc. are located at Courthouse Plaza Southwest, Dayton, Ohio
45402 - telephone (937) 224-6000.
DPL Inc.'s principal subsidiary is The Dayton Power and
Light Company ("DP&L"). DP&L is a public utility incorporated
under the laws of Ohio in 1911. DP&L sells electricity and
natural gas to residential, commercial and governmental customers
in a 6,000 square mile area of West Central Ohio. Electricity
for DP&L's 24 county service area is generated at eight power
plants and is distributed to 490,000 retail customers. Natural
gas is provided to 305,000 customers in 16 counties. Principal
industries served include electrical machinery, automotive and
other transportation equipment, non-electrical machinery,
agriculture, paper, and rubber and plastic products. DP&L's
sales reflect the general economic conditions and seasonal
weather patterns of the area. In 1998, electric revenues
increased 6% due to higher sales to other public utilities and
commercial business customers. Gas utility revenues decreased
13% in 1998 due to the effects of milder weather. Gas purchased
for resale by the utility decreased 15% primarily due to milder
weather. During 1998, cooling degree days were 21% above the
twenty year average and 52% above 1997. Heating degree days in
1998 were 18% below the thirty year average and 21% below 1997.
Sales patterns will change in future years as weather and the
economy fluctuate.
Subsidiaries of DP&L include MacGregor Park, Inc., an owner
and developer of real estate and MVE, Inc., which provides
support services to DPL Inc. and its subsidiaries.
Other subsidiaries of DPL Inc. include Miami Valley
Resources, Inc. ("MVR"), a natural gas supply management company;
Miami Valley Leasing, which leases communications equipment and other
miscellaneous equipment, owns real estate and has, for financial
investment purposes, acquired limited partnership interests in
wholesale electric generation; Miami Valley Lighting, Inc., a
street lighting business; Miami Valley CTC, Inc., which provides
transportation services; Miami Valley Insurance Company, an
insurance company for DPL Inc. and its subsidiaries; Miami Valley
Development Company, which has acquired real estate for DP&L and is
engaged in the business of technology research and development; and
DPL Energy, Inc., which has been granted authority to engage in the
business of brokering wholesale electric energy.
* Unless otherwise indicated, the information given in "Item 1 -
Business" is current as of March 29, 1999. No representation is
made that there have not been subsequent changes to such information.
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DPL Inc. and its subsidiaries are exempt from registration
with the Securities and Exchange Commission under the Public
Utility Holding Company Act of 1935 because its utility business
operates solely in the State of Ohio.
DPL Inc. and its subsidiaries employed 2,482 persons as of
December 31, 1998, of which 2,062 are full-time employees and 420
are part-time employees.
COMPETITION
DPL Inc. competes through its principal subsidiary, DP&L,
with privately and municipally owned electric utilities and rural
electric cooperatives, natural gas suppliers and other alternate
fuel suppliers. DP&L competes on the basis of price and service.
Like other utilities, DP&L from time to time may have
electric generating capacity available for sale to other utilities.
DP&L competes with other utilities to sell electricity provided by
such capacity. The ability of DP&L to sell this electricity will
depend on how DP&L's price, terms and conditions compare to those
of other utilities. In addition, from time to time, DP&L makes
power purchases from neighboring utilities.
In an increasingly competitive energy environment,
cogenerated power may be used by customers to meet their own
power needs. Cogeneration is the dual use of a form of energy,
typically steam, for an industrial process and for the generation
of electricity. The Public Utilities Regulatory Policies Act of
1978 ("PURPA") provides regulations that govern the purchases of
excess electric energy from cogeneration and small power
production facilities that have obtained qualifying status under
PURPA.
The National Energy Policy Act of 1992 which reformed the
Public Utilities Holding Company Act of 1935, allows the federal
government to mandate access by others to a utility's electric
transmission system and may accelerate competition in the supply
of electricity.
DP&L provides transmission and wholesale electric service to
twelve municipal customers which distribute electricity within
their corporate limits. In 1994, eleven of these municipal
customers signed new twenty-year Power Service Agreements
("PSAs") that were approved by the Federal Energy Regulatory
Commission ("FERC"), in June 1995. The twelfth municipal
customer signed a ten-year agreement, approved by FERC in
February 1995, that allows DP&L to supply 97% of its power
requirements. In addition to these municipal customers, DP&L
maintains an interconnection agreement with one municipality that
has the capability to generate a portion of its energy
requirements. Sales to municipalities represented 1.2% of total
electricity sales in 1998.
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The PSAs provide, among other things, for the sale of
firm power by DP&L to the municipals on specified terms.
However, the parties disagree in their interpretation of those
specified terms. After failing to resolve this dispute through
non-binding mediation, DP&L filed suit against the eleven
municipals on December 28, 1998 seeking, among other things, a
declaration that the municipals are not entitled to DP&L's firm
power on the terms that they assert. This dispute is not expected
to result in a material impact on DP&L's financial position.
In October 1994, the Public Utilities Commission of Ohio
("PUCO") initiated roundtable discussions on the introduction of
competition in the electric industry. The "Electric Competition
Series" is a result of the Ohio Energy Strategy issued in April
1994. On February 15, 1996, the PUCO issued guidelines for
interruptible service, including services that accommodate the
attainment and delivery of replacement electricity during periods
when the utility faces constraints on its own resources. On
April 11, 1996, the PUCO issued an Entry on Rehearing ordering
utilities to file interruptible electric service tariffs. DP&L's
interruptible electric service tariffs were approved on May 1,
1997, and tariffs conforming to this order were subsequently
filed with the PUCO on May 15, 1997.
On December 24, 1996, the PUCO issued a Finding and Order
adopting conjunctive electric service ("CES") guidelines and
directing utilities to file tariffs regarding CES service. CES
programs enable customers to aggregate for cost of service, rate
design, rate eligibility and billing purposes. On December 30,
1998, the PUCO approved DP&L's CES tariff, with an effective date
of January 4, 1999. Implementation of this program is essentially
revenue neutral.
On March 26, 1998, a twelve member Joint Committee of the
Ohio Senate and House of Representatives, created to explore and
possibly draft retail wheeling legislation, introduced an electric
deregulation Bill which expired at year end. On September 16, 1998,
DP&L and the three other major investor owned utilities in Ohio
presented a comprehensive electric utility restructuring Bill to
a working group of the Committee. In March 1999, a group of
legislators released to the public a draft outline for restructuring.
DP&L continues to participate in the Joint Committee's working group
to address issues pertaining to restructuring the electric
industry, including taxes. Due to the prospects for legislation
that would restructure the electric utility industry, DP&L will
continue to evaluate its portfolio of assets to prepare for
opportunities in the deregulated environment. However, the
ultimate outcome for electric restructuring legislation in Ohio
is uncertain at this time.
On April 24, 1996, FERC issued orders requiring all electric
utilities that own or control transmission facilities to file
open-access transmission service tariffs. Open-access transmission
tariffs provide third parties with non-discriminatory transmission...
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...service comparable to what the utility provides itself. In its
orders, FERC further stated that FERC-jurisdictional stranded costs
reasonably incurred and costs of complying with the rules will be
recoverable by electric utilities. Both in 1998 and 1997, DP&L
reached an agreement in principle with staff and intervenors in
pending tariff cases. DP&L's revenues from customers will not be
materially impacted by the final resolution of these cases.
On September 30, 1996, FERC conditionally accepted DP&L's
market-based sales tariff which will allow DP&L to sell wholesale
generation supply at prices that reflect current market prices.
At the same time, FERC approved the application and authorization
of DPL Energy Inc., a wholly-owned subsidiary of DPL Inc., to
sell and broker wholesale electric power and also charge market-
based prices for such power.
On July 22, 1998, the PUCO approved the implementation of
Minimum Electric Service Standards for all of Ohio's investor-
owned electric utilities. This Order details minimum standards of
performance for a variety of service related functions, effective
July 1, 1999. DP&L expects to substantially comply with these
standards.
General deregulation of the natural gas industry has
continued to influence market competition as the driving force
behind natural gas procurement. The evolution of an efficient
natural gas spot market in combination with open-access interstate
transportation pipelines has provided DP&L, as well as its end-use
customers, with an array of procurement options. Customers with
alternate fuel capability can continue to choose between natural
gas and their alternate fuel based upon overall performance and
economics. Therefore, demand for natural gas purchased from DP&L
or purchased elsewhere and transported to the end-use customer by
DP&L could fluctuate based on the economics of each in comparison
with changes in alternate fuel prices. For DP&L, price competition
and reliability among both natural gas suppliers and interstate
pipeline sources are major factors affecting procurement decisions.
MVR, established in 1986 as a subsidiary of DPL Inc., acts
as a broker in arranging and managing natural gas supplies for
business and industry. Deliveries of natural gas to MVR
customers can be made through DP&L's transportation system, or
another transportation system, on the same basis as deliveries to
customers of other gas brokerage firms. Customers with alternate
fuel capability can continue to choose between natural gas and
their alternate fuel based upon overall performance and
economics.
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CONSTRUCTION AND FINANCING PROGRAM OF DPL INC.
Construction Program
- --------------------
Construction additions were $111 million in 1998 and 1997
and $116 million in 1996. The capital program for 1999 consists
of construction costs of approximately $82 million.
Construction plans are subject to continuing review and are
expected to be revised in light of changes in financial and
economic conditions, load forecasts, legislative and regulatory
developments and changing environmental standards, among other
factors. DP&L's ability to complete its capital projects and the
reliability of future service will be affected by its financial
condition, the availability of external funds at reasonable cost
and adequate and timely rate recovery.
See ENVIRONMENTAL CONSIDERATIONS for a description of
environmental control projects and regulatory proceedings which
may change the level of future construction additions. The
potential impact of these events on DP&L's operations cannot be
estimated at this time.
Financing Program
- -----------------
DPL Inc. and its subsidiaries will require a total of
$32 million during the next five years for sinking fund payments
in addition to any funds needed for the construction program.
At year-end 1998, DPL Inc. had a cash and temporary
investment balance of $14 million, and debt and equity financial
assets were $697 million. Cash and financial assets are held
with a view towards investing in future opportunities in the
industry. Proceeds from temporary cash investments, together
with internally generated cash and future outside financings,
will provide for the funding of the construction program, sinking
funds and general corporate requirements.
On March 19, 1999, DP&L published a Notice of Intention to
Redeem on April 19, 1999 a series of First Mortgage Bonds in the
principal amount of $225 million with an interest rate of 8.40%.
In early April, DPL Inc. expects to close on a private placement
issuance of $500 million of Senior Notes Due 2004, with an
interest rate of 6.32%. The proceeds will be used to redeem the
8.40% Series First Mortgage Bonds, and for general corporate
purposes.
In May 1998, DPL Inc. issued $100 million of a new series of
Senior Notes due 2008 with an interest rate of 6.25%. In
December 1997, DP&L redeemed a series of first mortgage bonds in
the principal amount of $40 million with an interest rate of
8.0%. The bonds had been scheduled to mature in 2003. Another
series of first mortgage...
I-5
...bonds in the principal amount of $40 million matured in 1997.
In December 1996, DP&L redeemed a series of first mortgage bonds
in the principal amount of $25 million with an interest rate of
6.75%. The bonds had been scheduled to mature in 1998.
DPL Inc. and its subsidiaries have $300 million available
through revolving credit agreements with a consortium of banks.
One agreement, for $200 million, expires in 2002 and the other,
for $100 million, expires in 2000. At year-end 1998, DPL Inc.
had no outstanding borrowings under these credit agreements. DPL
Inc. also has $15 million available in a short-term informal line
of credit. At year-end 1998, DPL Inc. had $15 million in borrowings
outstanding from this line. DP&L also has $97 million available
in short-term lines of credit. DP&L had $81 million and $10 million
outstanding from these lines of credit at year-end 1998 and 1997
respectively, and $99 million and $70 million in commercial paper
outstanding at year-end 1998 and 1997, respectively.
Under DP&L's First and Refunding Mortgage, First Mortgage
Bonds may be issued on the basis of (i) 60% of unfunded property
additions, subject to net earnings, as defined, being at least
two times interest on all First Mortgage Bonds outstanding and to
be outstanding, or (ii) 100% of retired First Mortgage Bonds.
DP&L anticipates that it will be able to issue sufficient First
Mortgage Bonds to satisfy its long-term debt requirements in
connection with the financing of its construction and refunding
programs discussed above.
The maximum amount of First Mortgage Bonds which may be
issued in the future will fluctuate depending upon interest
rates, the amounts of bondable property additions, earnings and
retired First Mortgage Bonds. There are no coverage tests for
the issuance of preferred stock under DP&L's Amended Articles of
Incorporation.
A three-for-two common stock split effected in the form of a
stock dividend was paid on January 12, 1998 to stockholders of
record on December 16, 1997.
ELECTRIC OPERATIONS AND FUEL SUPPLY
DP&L's present winter generating capability is 3,371,000 KW.
Of this capability, 2,843,000 KW (approximately 84%) is derived
from coal-fired steam generating stations and the balance
consists of combustion turbine and diesel-powered peaking units.
Approximately 87% (2,472,000 KW) of the existing steam generating
capability is provided by certain units owned as tenants in
common with The Cincinnati Gas & Electric Company ("CG&E") or
with CG&E and Columbus Southern Power Company ("CSP"). Under the
agreements among the companies, each company owns a specified
undivided share of each facility, is entitled to its share of
capacity and energy output, and has a capital and operating cost
responsibility proportionate to its ownership share.
I-6
The remaining steam generating capability (371,000 KW) is
derived from a generating station owned solely by DP&L. DP&L's
all-time net peak load was 3,007,000 KW, occurring in July 1998.
The present summer generating capability is 3,264,000 KW.
GENERATING FACILITIES
MW Rating
---------------
Operating DP&L
Station Ownership* Company Location Portion Total
- ------------------------------------------------------------------------------
Coal Units
- ----------
Hutchings W DP&L Miamisburg, OH 371 371
Killen C DP&L Wrightsville, OH 402 600
Stuart C DP&L Aberdeen, OH 820 2,340
Conesville-Unit 4 C CSP Conesville, OH 129 780
Beckjord-Unit 6 C CG&E New Richmond, OH 210 420
Miami Fort-Units 7&8 C CG&E North Bend, OH 360 1,000
East Bend-Unit 2 C CG&E Rabbit Hash, KY 186 600
Zimmer C CG&E Moscow, OH 365 1,300
Combustion Turbines or Diesel
- -----------------------------
Hutchings W DP&L Miamisburg, OH 33 33
Yankee Street W DP&L Centerville, OH 138 138
Monument W DP&L Dayton, OH 12 12
Tait W DP&L Dayton, OH 10 10
Sidney W DP&L Sidney, OH 12 12
Tait Gas Turbine 1 W DP&L Moraine, OH 100 100
Tait Gas Turbine 2 W DP&L Moraine, OH 102 102
Tait Gas Turbine 3 W DP&L Moraine, OH 102 102
Killen C DP&L Wrightsville, OH 16 24
Stuart C DP&L Aberdeen, OH 3 10
* W = Wholly Owned
C = Commonly Owned
In order to transmit energy to their respective systems from
their commonly owned generating units, the companies have constructed
and own, as tenants in common, 847 circuit miles of 345,000-volt
transmission lines. DP&L has several interconnections with other
companies for the purchase, sale and interchange of electricity.
DP&L derived over 99% of its electric output from coal-fired
units in 1998. The remainder was derived from units burning oil
or natural gas which were used to meet peak demands.
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DP&L estimates that approximately 65-85% of its coal
requirements for the period 1999-2003 will be obtained through
long-term contracts, with the balance to be obtained by spot
market purchases. DP&L has been informed by CG&E and CSP through
the procurement plans for the commonly owned units operated by
them that sufficient coal supplies will be available during the
same planning horizon.
The prices to be paid by DP&L under its long-term coal
contracts are subject to adjustment in accordance with various
indices. Each contract has features that will limit price
escalations in any given year.
The average fuel cost per kWh generated of fuel burned for
electric generation (coal, gas and oil) for the year was 1.30 cents
in 1998, 1.31 cents in 1997 and 1.29 cents in 1996. Through the
operation of a fuel cost adjustment clause applicable to electric
sales, the increases and decreases in fuel costs are reflected in
customer rates on a timely basis. See RATE REGULATION AND
GOVERNMENT LEGISLATION and ENVIRONMENTAL CONSIDERATIONS.
GAS OPERATIONS AND GAS SUPPLY
DP&L has long-term firm pipeline transportation agreements
with ANR Gas Pipeline Company ("ANR"), Texas Gas Transmission
Corporation ("Texas Gas"), Panhandle Eastern Pipe Line Company
("Panhandle"), Columbia Gas Transmission Corporation ("Columbia")
and Columbia Gulf Transmission Corporation for varying terms, up
to late 2004. Along with firm transportation services, DP&L has
approximately 14 billion cubic feet of firm storage service with
various pipelines.
In addition, DP&L is interconnected with CNG Transmission
Corporation. Interconnections with interstate pipelines provide
DP&L the opportunity to purchase competitively-priced natural gas
supplies and pipeline services. DP&L purchases its natural gas
supplies using a portfolio approach that minimizes price risks
and ensures sufficient firm supplies at peak demand times. The
portfolio consists of long-term, short-term and spot supply
agreements. In 1998, firm agreements provided approximately 50%
of total supply, with the remaining supplies purchased on a
spot/short-term basis.
In 1998, DP&L purchased natural gas at an average price of
$3.22 per MCF, compared to $3.45 per MCF in 1997 and 1996.
Through the operation of a natural gas cost adjustment clause
applicable to gas sales, increases and decreases in DP&L's
natural gas costs are reflected in customer rates on a timely
basis. SEE RATE REGULATION AND GOVERNMENT LEGISLATION.
I-8
The PUCO supports open access, nondiscriminatory
transportation of natural gas by the state's local distribution
companies for end-use customers. The PUCO has guidelines to
provide a standardized structure for end-use transportation
programs which requires a tariff providing the prices, terms and
conditions for such service. DP&L has an approved tariff and
provides transportation service to approximately 300 end-use
customers, delivering a total quantity of nearly 18,000,000 MCF
per year.
RATE REGULATION AND GOVERNMENT LEGISLATION
DP&L's sales of electricity and natural gas to retail
customers are subject to rate regulation by the PUCO and various
municipalities. DP&L's wholesale electric rates to municipal
corporations and other distributors of electric energy are
subject to regulation by FERC under the Federal Power Act.
Ohio law establishes the process for determining rates
charged by public utilities. Regulation of rates encompasses the
timing of applications, the effective date of rate increases, the
cost basis upon which the rates are based and other related
matters. Ohio law also establishes the Office of the Ohio
Consumers' Counsel (the "OCC"), which has the authority to
represent residential consumers in state and federal judicial and
administrative rate proceedings.
DP&L's electric and natural gas rate schedules contain
certain recovery and adjustment clauses subject to periodic
audits by, and proceedings before, the PUCO. Electric fuel and
gas costs are expensed as recovered through rates.
On June 18, 1996, Ohio Governor Voinovich signed into law
House Bill 476 which allows for alternate natural gas rate plans
and exemption from PUCO jurisdiction for some gas services, and
establishes a code of conduct for local natural gas distribution
companies. Final rules were issued on March 12, 1997.
Ohio legislation extends the jurisdiction of the PUCO to the
records and accounts of certain public utility holding company
systems, including DPL Inc. The legislation extends the PUCO's
supervisory powers to a holding company system's general
condition and capitalization, among other matters, to the extent
that they relate to the costs associated with the provision of
public utility service. Additionally, the legislation
(i) requires PUCO approval of certain transactions and transfers
of assets between public utilities and entities within the same
holding company system, and (ii) prohibits investments by a
holding company in subsidiaries which are not public utilities in
an amount in excess of 15% of the aggregate capitalization of the
holding company on a consolidated basis at the time such
investments are made.
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Regulatory assets recorded during the phase-in of electric
rates are being amortized and recovered in current revenues.
Once the phase-in balance is fully recovered, the 1992
stipulation provides that revenues will be used for accelerated
recovery of production plant costs. In addition, deferred
interest charges on the William H. Zimmer Generating Station are
being amortized at $2.8 million per year over the projected life
of the asset.
A 1992 PUCO-approved settlement agreement for the phase-in
plan and demand-side management ("DSM") programs, as updated in
1995, provides for accelerated recovery of DSM costs and,
thereafter, production plant costs to the extent that DP&L's
return on equity exceeds a baseline 13% (subject to upward
adjustment). If the return exceeds the baseline return by one to
two percent, one-half of the excess is used to accelerate
recovery of these costs. If the return is greater than two
percent over the baseline, the entire excess is used for such
purpose. In 1998, amortization of regulatory assets included an
additional $10.4 million of accelerated cost recovery.
Regulatory deferrals on the balance sheet were:
Dec. 31 Dec. 31
1998 1997
------- -------
--millions--
Phase-in $ 12.9 $ 30.6
DSM 19.6 33.6
Deferred interest - Zimmer 49.7 52.5
Income taxes recoverable
through future revenues 195.5 208.2
------ ------
Total $277.7 $324.9
====== ======
DP&L has in place a percentage of income payment plan
("PIPP") for eligible low-income households as required by the
PUCO. This plan prohibits disconnections for nonpayment of
customer bills if eligible low-income households pay a specified
percentage of their household income toward their utility bill.
The PUCO has approved a surcharge by way of a temporary base rate
tariff rider which allows companies to recover arrearages
accumulated under PIPP.
DP&L initiated a competitive bidding process in January 1993
for the construction of electric peaking capacity and energy.
On March 7, 1994, the OPSB approved DP&L's applications for up to
three combustion turbines and two natural gas supply lines for the
proposed site. The first combustion turbine began operation on
June 1, 1995, a second unit began operation on December 23, 1996
and a third unit began operation on December 15, 1998. All three
units are available for full operation.
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In 1989 the PUCO approved rules for the implementation of a
comprehensive Integrated Resource Planning ("IRP") program for
all investor-owned electric utilities in Ohio. Under this
program, each utility is required to file an IRP as part of its
Long Term Forecast Report ("LTFR"). The IRP requires each
utility to evaluate available demand-side resource options in
addition to supply-side options to determine the most cost-
effective means for satisfying customer requirements. The rules
currently allow a utility to apply for deferred recovery of DSM
program expenditures and lost revenues between LTFR proceedings.
On June 1, 1998 and June 15, 1998, respectively, DP&L filed its
natural gas and electric LTFR with the PUCO. An IRP filed as part
of the electric LTFR included plans for the construction of a
series of combustion turbine generating units.
On January 25, 1996, Ohio Governor Voinovich reappointed
Chairman Craig A. Glazer to the PUCO for a five-year term which
commenced on April 11, 1996 and will extend until April 10, 2001.
Robert Taft was elected Governor of Ohio in 1998. On February 2,
1999, Governor Taft appointed Alan Schriber to a five-year term
with the PUCO that expires April 2004, and designated him PUCO
Chairman. Alan Schriber will replace Commissioner Jolynn Butler
and is expected to begin serving April 11, 1999.
On February 7, 1997, Governor Voinovich appointed Judith A.
Jones, a Toledo City Councilwoman, to the PUCO replacing
Commissioner Richard Fanelly. Her five-year term commenced April
11, 1997 and will extend until April 10, 2002.
On October 15, 1997 PUCO Commissioner David Johnson
announced his resignation effective November 30, 1997.
Commissioner Johnson was serving a term that would have expired
in April 1998. On January 27, 1998, Governor Voinovich appointed
Donald L. Mason, a senior management official with the Ohio
Department of Natural Resources, to replace Commissioner Johnson.
His five-year term will expire on April 10, 2003.
ENVIRONMENTAL CONSIDERATIONS
The operations of DP&L, including the commonly owned
facilities operated by DP&L, CG&E and CSP, are subject to
federal, state, and local regulation as to air and water quality,
disposal of solid waste and other environmental matters,
including the location, construction and initial operation of new
electric generating facilities and most electric transmission
lines. DP&L expended $5 million for environmental control
facilities during 1998. The possibility exists that current
environmental regulations could be revised which could change the
level of estimated construction expenditures. See CONSTRUCTION
AND FINANCING PROGRAM OF DPL INC.
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Air Quality
- -----------
The Clean Air Act Amendments of 1990 (the "Act") have
limited sulfur dioxide and nitrogen oxide emissions nationwide.
The Act restricts emissions in two phases. Phase I compliance
requirements became effective on January 1, 1995 and Phase II
requirements will become effective on January 1, 2000.
Compliance by DP&L has not caused any material changes in DP&L's
costs or operations.
DP&L's environmental compliance plan ("ECP") was approved by
the PUCO on May 6, 1993 and, on November 9, 1995, the PUCO
approved the continued appropriateness of the ECP. Phase I
requirements were met by switching to lower sulfur coal at
several commonly owned electric generating facilities and
increasing existing scrubber removal efficiency. Total capital
expenditures to comply with Phase I of the Act were approximately
$5.5 million. Phase II requirements are being met primarily by
switching to lower sulfur coal at all non-scrubbed coal-fired
electric generating units. Overall compliance is projected to
have a minimal 1% to 2% approximate price impact. Costs to
comply with the Act are eligible for recovery in fuel hearings
and other regulatory proceedings.
In September 1998, the United States Environmental
Protection Agency ("U.S. EPA") issued a final rule requiring
states to modify their State Implementation Plans ("SIPs") under
the Clean Air Act. The modified SIPs are likely to result in
further NOx reduction requirements placed on coal-fired
generating units by 2003. DP&L's total capital expenditures in
order to meet these NOx requirements are estimated to be
approximately $175 million over the next five years. DP&L is
part of a utility trade group that has filed a lawsuit against
the U.S. EPA challenging this rule.
Land Use
- --------
DP&L and numerous other parties have been notified by U.S.
EPA or the Ohio Environmental Protection Agency ("Ohio EPA") that
it considers them Potentially Responsible Parties ("PRPs") for
clean-up at four superfund sites in Ohio: the Sanitary Landfill
Site on Cardington Road in Montgomery County, Ohio; the United
Scrap Lead Site in Miami County, Ohio; the Powell Road Landfill
in Huber Heights, Montgomery County, Ohio; and the North Sanitary
(a.k.a. Valleycrest) Landfill in Dayton, Montgomery County, Ohio.
DP&L received notification from the U.S. EPA in July 1987
for the Cardington Road site. DP&L has not joined the PRP group
formed at that site because of the absence of any known evidence
that DP&L contributed hazardous substances to this site. The
Record of Decision issued by the U.S. EPA identifies the chosen
clean-up alternative at a cost estimate of $8.1 million. The
final resolution will not have a material effect on DP&L's
financial position, earnings or cash flow.
I-12
DP&L received notification from the U.S. EPA in September
1987 for the United Scrap Lead Site. DP&L is one of over
200 parties to this site, and its estimated contribution to the
site is less than .01%. In October 1998, the U.S. District Court
approved a settlement involving DP&L and issued an Order barring
any claims against the settling parties. Through the settlement,
DP&L resolved its potential liability with no material impact.
DP&L and numerous other parties received notification from
the U.S. EPA on May 21, 1993 that it considers them PRPs for
clean-up of hazardous substances at the Powell Road Landfill Site
in Huber Heights, Ohio. DP&L joined the PRP group for the site.
In late January 1998, the U.S. EPA approved a settlement that
included DP&L. Through the settlement, DP&L resolved its potential
liability with no resulting material impact.
DP&L and numerous other parties received notification from
the Ohio EPA on July 27, 1994 that it considers them PRPs for
clean-up of hazardous substances at the North Sanitary Landfill
site in Dayton, Ohio. DP&L has not joined the PRP group formed
for the site because the available information does not demonstrate
that DP&L contributed wastes to the site. The final resolution
will not have a material effect on DP&L's financial position,
earnings or cash flow.
I-13
THE DAYTON POWER AND LIGHT COMPANY
OPERATING STATISTICS
ELECTRIC OPERATIONS
Years Ended December 31,
----------------------------
1998 1997 1996
---- ---- ----
Electric Output (millions of kWh)
General -
Coal-fired units 16,853 16,246 16,142
Other units 101 52 21
Power purchases 1,475 1,239 1,098
Exchanged and transmitted power - - (1)
Company use and line losses (947) (928) (946)
---------- ---------- ----------
Total 17,482 16,609 16,314
========== ========== ==========
Electric Sales (millions of kWh)
Residential 4,790 4,788 4,924
Commercial 3,518 3,408 3,407
Industrial 4,655 4,749 4,540
Public authorities and railroads 1,360 1,330 1,392
Private utilities and wholesale 3,158 2,334 2,051
---------- ---------- ----------
Total 17,481 16,609 16,314
========== ========== ==========
Electric Customers at End of Period
Residential 437,674 433,563 428,973
Commercial 44,716 43,923 43,381
Industrial 1,909 1,881 1,858
Public authorities and railroads 5,838 5,736 5,651
Other 43 42 29
---------- ---------- ----------
Total 490,180 485,145 479,892
========== ========== ==========
Operating Revenues (thousands)
Residential $ 419,948 $ 409,857 $ 422,876
Commercial 242,526 234,206 236,598
Industrial 228,685 225,775 222,941
Public authorities and railroads 76,686 74,018 78,140
Private utilities and wholesale 86,485 53,598 43,730
Other 18,651 12,523 12,115
---------- ---------- ----------
Total $1,072,981 $1,009,977 $1,016,400
========== ========== ==========
Residential Statistics (per
customer-average)
Sales - kWh 10,999 11,120 11,537
Revenue $ 964.40 $ 951.90 $ 990.89
Rate per kWh (month of December)
(cents) 8.43 8.10 7.91
I-14
THE DAYTON POWER AND LIGHT COMPANY
OPERATING STATISTICS
GAS OPERATIONS
Years Ended December 31,
----------------------------
1998 1997 1996
---- ---- ----
Gas Output (thousands of MCF)
Direct market purchases 36,497 43,808 46,696
Liquefied petroleum gas 3 66 90
Company use and unaccounted for (912) (1,016) (676)
Transportation gas received 18,125 19,182 17,587
-------- -------- --------
Total 53,713 62,040 63,697
======== ======== ========
Gas Sales (thousands of MCF)
Residential 24,877 29,277 31,087
Commercial 7,433 9,567 9,424
Industrial 1,916 2,520 3,404
Public authorities 1,699 2,153 2,829
Transportation gas delivered 17,788 18,523 16,953
-------- -------- --------
Total 53,713 62,040 63,697
======== ======== ========
Gas Customers at End of Period
Residential 279,784 276,189 272,616
Commercial 22,491 22,298 22,085
Industrial 1,441 1,396 1,331
Public authorities 1,509 1,475 1,463
-------- -------- --------
Total 305,225 301,358 297,495
======== ======== ========
Operating Revenues (thousands)
Residential $138,802 $160,279 $156,709
Commercial 38,243 48,302 44,092
Industrial 9,291 11,867 14,110
Public authorities 8,230 10,311 12,013
Other 16,640 12,948 11,660
-------- -------- --------
Total $211,206 $243,707 $238,584
======== ======== ========
Residential Statistics (per
customer-average)
Sales - MCF 89.6 107.0 114.8
Revenue $ 499.94 $ 585.63 $ 578.68
Rate per MCF (month of December) $ 5.31 $ 5.20 $ 5.13
I-15
EXECUTIVE OFFICERS OF THE REGISTRANT
(As of March 1, 1999)
Business Experience,
Last Five Years
(Positions with Registrant
Name Age Unless Otherwise Indicated) Dates
- ------------------------------------------------------------------------------
Peter H. Forster 56 Chairman 1/01/97 - 3/01/99
Chairman and Chief Executive 9/26/95 - 1/01/97
Officer
Chairman, President and Chief 4/05/88 - 9/26/95
Executive Officer
Chairman, DP&L 4/06/92 - 3/01/98
Allen M. Hill 53 President and Chief Executive 1/01/97 - 3/01/99
Officer
President and Chief Operating 9/26/95 - 1/01/97
Officer
President and Chief Executive 4/06/92 - 3/01/98
Officer, DP&L
Beth E. Mooney 44 Executive Vice President and 6/15/98 - 3/01/99
Chief Operating Officer,
DPL Inc. and DP&L
Regional Executive, 1/01/98 - 6/15/98
Banc One Corporation
Chairman and Chief Executive 11/01/95 - 1/01/98
Officer, Bank One, Dayton
President and Chief Operating 9/01/94 - 11/01/95
Officer, Bank One, Akron
Chief Financial Officer, 3/01/93 - 9/01/94
Banc One, Ohio Corporation
Paul R. Anderson 56 Controller, DP&L 4/12/81 - 3/01/99
Stephen P. Bramlage 52 Assistant Vice President, DP&L 1/01/94 - 3/01/99
Jeanne S. Holihan 42 Assistant Vice President, DP&L 3/17/93 - 3/01/99
I-16
EXECUTIVE OFFICERS OF THE REGISTRANT
(As of March 1, 1999)
Business Experience,
Last Five Years
(Positions with Registrant
Name Age Unless Otherwise Indicated) Dates
- ------------------------------------------------------------------------------
Stephen F. Koziar Jr. 54 Group Vice President and 1/31/95 - 3/01/99
Secretary,
DPL Inc. and DP&L
Group Vice President, 12/10/87 - 1/31/95
DPL Inc. and DP&L
Judy W. Lansaw 47 Group Vice President, 1/31/95 - 3/01/99
DPL Inc. and DP&L
Group Vice President and 12/07/93 - 1/31/95
Secretary,
DPL Inc. and DP&L
Arthur G. Meyer 49 Vice President, Legal and 11/21/97 - 3/01/99
Corporate Affairs, DP&L
Director, Corporate Relations, 5/14/96 - 11/21/97
DP&L
Treasurer, DP&L 6/27/95 - 5/14/96
Director, Financial Activities 5/09/94 - 6/27/95
Manager, Service Operations 1/31/94 - 5/09/94
Bryce W. Nickel 42 Assistant Vice President, DP&L 1/01/94 - 3/01/99
H. Ted Santo 48 Group Vice President, DP&L 12/08/92 - 3/01/99
James P. Torgerson 46 Vice President, Chief 7/01/98 - 3/01/99
Financial Officer and
Treasurer, DPL Inc. and DP&L
Vice President and Chief 2/10/97 - 3/15/98
Financial Officer, Puget
Sound Energy, Inc.
Executive Vice President 8/01/95 - 2/10/97
Chief Administrative Officer
and Chief Financial Officer,
Washington Energy Company
Senior Vice President 11/01/89 - 8/01/95
Finance, Planning and
Development, and Chief
Financial Officer,
Washington Energy Company
I-17
Item 2 - Properties
- ------------------------------------------------------------------------------
Electric
- --------
Information relating to DP&L's electric properties is
contained in Item 1 - BUSINESS, DPL INC. (pages I-1 and I-2),
CONSTRUCTION AND FINANCING PROGRAM OF DPL INC. (pages I-5 and
I-6) and ELECTRIC OPERATIONS AND FUEL SUPPLY (pages I-6 through
I-8) - Notes 2 and 5 of Notes to Consolidated Financial Statements
on pages 22 and 24, respectively, of the registrant's 1998 Annual
Report, which pages are incorporated herein by reference.
Gas
- ---
Information relating to DP&L's gas properties is contained
in Item 1 - BUSINESS, DPL INC. (pages I-1 and I-2) and GAS
OPERATIONS AND GAS SUPPLY (pages I-8 and I-9), which pages are
incorporated herein by reference.
Other
- -----
DP&L owns a number of area service buildings located in
various operating centers.
Substantially all property and plant of DP&L is subject to
the lien of the Mortgage securing DP&L's First Mortgage Bonds.
Item 3 - Legal Proceedings
- ------------------------------------------------------------------------------
Information relating to legal proceedings involving DP&L is
contained in Item 1 - BUSINESS, DPL INC. (pages I-1 and I-2),
COMPETITION (pages I-2 through I-4), ELECTRIC OPERATIONS AND FUEL
SUPPLY (pages I-6 through I-8), GAS OPERATIONS AND GAS SUPPLY (pages
I-8 and I-9), RATE REGULATION AND GOVERNMENT LEGISLATION (pages
I-9 through I-11) and ENVIRONMENTAL CONSIDERATIONS (pages I-11
through I-13) and - Note 2 of Notes to Consolidated Financial
Statements on page 22 of the registrant's 1998 Annual Report,
which pages are incorporated herein by reference.
Item 4 - Submission Of Matters To A Vote Of Security Holders
- ------------------------------------------------------------------------------
DPL Inc.'s Annual Meeting of Shareholders was held on
April 14, 1998. Three directors of DPL Inc. were elected at the
Annual Meeting, each of whom will serve a three year term expiring
in 2001. The nominees were elected as follows: Thomas J. Danis,
143,654,309 shares FOR, 1,295,625 shares WITHHELD; Allen M. Hill,
143,829,942 shares FOR, 1,119,992 shares WITHHELD; W August
Hillenbrand 143,842,964 shares FOR, 1,116,970 shares WITHHELD.
I-18
PART II
Item 5 - Market For Registrant's Common Equity And Related Stockholder Matters
- ------------------------------------------------------------------------------
The information required by this item of Form 10-K is set
forth on pages 14, 27 and 28 of the registrant's 1998 Annual
Report, which pages are incorporated herein by reference. As of
December 31, 1998, there were 41,791 holders of record of
DPL Inc. common equity, excluding individual participants in
security position listings.
DP&L's Mortgage restricts the payment of dividends on DP&L's
Common Stock under certain conditions. In addition, so long as
any Preferred Stock is outstanding, DP&L's Amended Articles of
Incorporation contain provisions restricting the payment of cash
dividends on any of its Common Stock if, after giving effect to
such dividend, the aggregate of all such dividends distributed
subsequent to December 31, 1946 exceeds the net income of DP&L
available for dividends on its Common Stock subsequent to
December 31, 1946, plus $1,200,000. As of year end, all earnings
reinvested in the business of DP&L were available for Common
Stock dividends.
Item 6 - Selected Financial Data
- ------------------------------------------------------------------------------
The information required by this item of Form 10-K is set
forth on page 14 of the registrant's 1998 Annual Report, which
page is incorporated herein by reference.
Item 7 - Management's Discussion And Analysis Of Financial Condition
And Results Of Operations
- ------------------------------------------------------------------------------
The information required by this item of Form 10-K is set
forth in Note 2 of Notes to Consolidated Financial Statements on
page 22 and on pages 1, 13, 15 and 16 of the registrant's 1998
Annual Report, which pages are incorporated herein by reference.
This report contains certain forward-looking statements
regarding plans and expectations for the future. Investors are
cautioned that actual outcomes and results may vary materially
from those projected due to various factors beyond DP&L's
control, including abnormal weather, unusual maintenance or
repair requirements, changes in fuel costs, increased
competition, regulatory changes and decisions, changes in
accounting rules and adverse economic conditions.
II-1
Item 7A - Quantitative and Qualitative Disclosures About Market Risk
- ------------------------------------------------------------------------------
The carrying value of DPL's debt, which consists of first
mortgage bonds, guaranteed air quality development obligations,
notes, commercial paper and lines of credit, was $1,265.2 million
at December 31, 1998. The fair value of this debt, based mainly
on current market prices or discounted cash flows using current
rates for similar issues with similar terms and remaining
maturities, was $1,366.6 million at December 31, 1998.
The carrying value of short-term debt was $194.9 million at
December 31, 1998. The interest expense risk related to this debt
was estimated to be approximately an increase/decrease of $0.7 million
if the weighted average cost for each quarter increased/decreased 10%.
The fair value of available for sale securities was $684.1
million at December 31, 1998. The equity price risk related to these
securities was estimated as the potential increase/decrease in fair
value of $68.4 million at December 31, 1998 that resulted from a
hypothetical 10% decrease in the quoted market prices.
Item 8 - Financial Statements And Supplementary Data
- ------------------------------------------------------------------------------
The information required by this item of Form 10-K is set
forth on page 14 and on pages 17 through 27 of the registrant's
1998 Annual Report, which pages are incorporated herein by reference.
II-2
Report of Independent Accountants
on Financial Statement Schedule
---------------------------------
To the Board of Directors of DPL Inc.
Our audits of the consolidated financial statements referred to
in our report dated January 20, 1999 appearing on page 27 of the
1998 Annual Report to Shareholders of DPL Inc. (which report and
consolidated financial statements are incorporated by reference
in this Annual Report on Form 10-K) also included an audit of the
Financial Statement Schedule listed in Item 14(a) of this Form
10-K. In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated
financial statements.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Dayton, Ohio
January 20, 1999
II-3
Item 9 - Changes In And Disagreements With Accountants On Accounting
And Financial Disclosure
- ------------------------------------------------------------------------------
None.
PART III
Item 10 - Directors And Executive Officers Of The Registrant
- ------------------------------------------------------------------------------
Directors of the Registrant
- ---------------------------
The information required by this item of Form 10-K is set
forth on pages 2 through 5 of DPL Inc.'s definitive Proxy
Statement dated March 1, 1999, relating to the 1999 Annual
Meeting of Shareholders ("1999 Proxy Statement"), which pages are
incorporated herein by reference, and on pages I-16 and I-17 of
this Form 10-K.
Item 11 - Executive Compensation
- ------------------------------------------------------------------------------
The information required by this item of Form 10-K is set
forth on pages 9 through 16 of the 1999 Proxy Statement, which
pages are incorporated herein by reference.
Item 12 - Security Ownership Of Certain Beneficial Owners And Management
- ------------------------------------------------------------------------------
The information required by this item of Form 10-K is set
forth on pages 3 through 6 and on page 15 of the 1999 Proxy
Statement, which pages are incorporated herein by reference.
Item 13 - Certain Relationships And Related Transactions
- ------------------------------------------------------------------------------
None.
III-1
PART IV
Item 14 - Exhibits, Financial Statement Schedule And Reports On Form 8-K
- ------------------------------------------------------------------------------
Pages of 1998 Form 10-K
Incorporated by Reference
-------------------------
Report of Independent Accountants II-3
(a) Documents filed as part of the Form 10-K
1. Financial Statements Pages of 1998 Annual Report
-------------------- Incorporated by Reference
---------------------------
Consolidated Statement of Results of Operations
for the three years in the period ended
December 31, 1998 17
Consolidated Statement of Cash Flows for the three
years in the period ended December 31, 1998 18
Consolidated Balance Sheet as of December 31, 1998
and 1997 19
Consolidated Statement of Shareholders' Equity for
the three years in the period ended December 31, 1998 20
Notes to Consolidated Financial Statements 21 - 26
Report of Independent Accountants 27
2. Financial Statement Schedule
----------------------------
For the three years in the period ended December 31, 1998:
Page No.
--------
Schedule II - Valuation and qualifying accounts IV-7
The information required to be submitted in schedules
I, III, IV and V is omitted as not applicable or not required
under rules of Regulation S-X.
IV-1
3. Exhibits
--------
The following exhibits have been filed with the Securities
and Exchange Commission and are incorporated herein by reference.
Incorporation by Reference
--------------------------
2 Copy of the Agreement of Merger among Exhibit A to the 1986 Proxy
DPL Inc., Holding Sub Inc. and DP&L Statement (File No. 1-2385)
dated January 6, 1986
3(a) Copy of Amended Articles of Incorporation Exhibit 3 to Report on
of DPL Inc. dated January 4, 1991, and Form 10-K for the year
amendment dated December 3, 1991 ended December 31, 1991
(File No. 1-9052)
3(b) Copy of Amendment dated April 20, 1993 Exhibit 3(b) to Report on
to DPL Inc.'s Amended Articles of Form 10-K for the year
Incorporation ended December 31, 1993
(File No. 1-9052)
4(a) Copy of Composite Indenture dated as of Exhibit 4(a) to Report on
October 1, 1935, between DP&L and The Form 10-K for the year
Bank of New York, Trustee with all ended December 31, 1985
amendments through the Twenty-Ninth (File No. 1-2385)
Supplemental Indenture
4(b) Copy of the Thirtieth Supplemental Exhibit 4(h) to Registration
Indenture dated as of March 1, 1982, Statement No. 33-53906
between DP&L and The Bank of New York,
Trustee
40(c) Copy of the Thirty-First Supplemental Exhibit 4(h) to Registration
Indenture dated as of November 1, 1982, Statement No. 33-56162
between DP&L and The Bank of New York,
Trustee
4(d) Copy of the Thirty-Second Supplemental Exhibit 4(i) to Registration
Indenture dated as of November 1, 1982, Statement No. 33-56162
between DP&L and The Bank of New York,
Trustee
4(e) Copy of the Thirty-Third Supplemental Exhibit 4(e) to Report on
Indenture dated as of December 1, 1985, Form 10-K for the year
between DP&L and The Bank of New York, ended December 31, 1985
Trustee (File No. 1-2385)
4(f) Copy of the Thirty-Fourth Supplemental Exhibit 4 to Report on
Indenture dated as of April 1, 1986, Form 10-Q for the quarter
between DP&L and The Bank of New York, ended June 30,1986
Trustee (File No. 1-2385)
IV-2
4(g) Copy of the Thirty-Fifth Supplemental Exhibit 4(h) to Report on
Indenture dated as of December 1, 1986, Form 10-K for the year
between DP&L and The Bank of New York, ended December 31, 1986
Trustee (File No. 1-9052)
4(h) Copy of the Thirty-Sixth Supplemental Exhibit 4(i) to Registration
Indenture dated as of August 15, 1992, Statement No. 33-53906
between DP&L and The Bank of New York,
Trustee
4(i) Copy of the Thirty-Seventh Supplemental Exhibit 4(j) to Registration
Indenture dated as of November 15, 1992, Statement No. 33-56162
between DP&L and The Bank of New York,
Trustee
4(j) Copy of the Thirty-Eighth Supplemental Exhibit 4(k) to Registration
Indenture dated as of November 15, 1992, Statement No. 33-56162
between DP&L and The Bank of New York,
Trustee
4(k) Copy of the Thirty-Ninth Supplemental Exhibit 4(k) to Registration
Indenture dated as of January 15, 1993, Statement No. 33-57928
between DP&L and The Bank of New York,
Trustee
4(l) Copy of the Fortieth Supplemental Exhibit 4(m) to Report on
Indenture dated as of February 15, 1993, Form 10-K for the year
between DP&L and The Bank of New York ended December 31, 1992
Trustee (File No. 1-2385)
4(m) Copy of Forty-First Supplemental Exhibit 4(m) to Report on
Indenture dated as of February 1, 1999, Form 10-K for the year
between DP&L and the Bank of New York, ended December 31, 1998
Trustee (File No. 1-2385)
4(n) Copy of the Credit Agreement dated as Exhibit 4(k) to DPL Inc.'s
of November 2, 1989 between DPL Inc., Registration Statement on
the Bank of New York, as agent, and the Form S-3 (File No. 33-32348)
banks named therein
4(o) Copy of Shareholder Rights Agreement Exhibit 4 to Report on
between DPL Inc. and The First National Form 8-K dated December 13,
Bank of Boston 1991 (File No. 1-9052)
10(a) Description of Management Incentive Exhibit 10(c) to Report on
Compensation Program for Certain Form 10-K for the year
Executive Officers ended December 31, 1986
(File No. 1-9052)
10(b) Copy of Severance Pay Agreement with Exhibit 10(f) to Report on
Certain Executive Officers Form 10-K for the year
ended December 31, 1987
(File No. 1-9052)
IV-3
10(c) Copy of Supplemental Executive Exhibit 10(e) to Report on
Retirement Plan amended August 6, 1991 Form 10-K for the year
ended December 31,1991
(File No. 1-9052)
10(d) Amended description of Directors' Exhibit 10(d) to Report on
Deferred Stock Compensation Plan Form 10-K for the year
effective January 1, 1993 ended December 31, 1993
(File No. 1-9052)
10(e) Amended description of Deferred Exhibit 10(e) to Report on
Compensation Plan for Non-Employee Form 10-K for the year
Directors effective January 1, 1993 ended December 31, 1993
(File No. 1-9052)
10(f) Copy of Management Stock Incentive Plan Exhibit 10(f) to Report on
amended January 1, 1993 Form 10-K for the year
ended December 31, 1993
File No. 1-9052)
18 Copy of preferability letter relating Exhibit 18 to Report on
to change in accounting for unbilled Form 10-K for the year
revenues from Price Waterhouse LLP ended December 31, 1987
(File No. 1-9052)
The following exhibits are filed herewith:
Page No.
--------
13 Copy of DPL Inc.'s 1998 Annual Report to Shareholders
21 Copy of List of Subsidiaries of DPL Inc.
23 Consent of PricewaterhouseCoopers LLP
Pursuant to paragraph (b) (4) (iii) (A) of Item 601 of Regulation
S-K, DPL Inc. has not filed as an exhibit to this Form 10-K certain
instruments with respect to long-term debt if the total amount of
securities authorized thereunder does not exceed 10% of the total
assets of DPL Inc. and its subsidiaries on a consolidated basis, but
hereby agrees to furnish to the SEC on request any such instruments.
(b) Reports on Form 8-K
-------------------
None.
IV-4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DPL Inc.
Registrant
March 30, 1999 /s/Allen M. Hill
-------------------------------------
Allen M. Hill
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Director
- ----------------------
(T. J. Danis)
Director
- ----------------------
(J. F. Dicke, II)
/s/Peter H. Fortser Director and Chairman March 30, 1999
- ----------------------
(P. H. Forster)
Director
- ----------------------
(E. Green)
/s/Jane G. Haley Director March 30, 1999
- ----------------------
(J. G. Haley)
Director, President and
/s/Allen M. Hill Chief Executive Officer March 30, 1999
- ----------------------
(A. M. Hill)
IV-5
Director
- ----------------------
(W A. Hillenbrand)
/s/David R. Holmes Director March 30, 1999
- ----------------------
(D. R. Holmes)
/s/James P. Torgerson Vice President, CFO and March 30, 1999
- ---------------------- Treasurer (principal
(J. P. Torgerson) financial and accounting
officer)
/s/Burnell R. Roberts Director March 30, 1999
- ----------------------
(B. R. Roberts)
IV-6
Schedule II
DPL Inc.
VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 1998, 1997 and 1996
- ------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ------------------------------------------------------------------------------
Additions
-----------------
Balance at Charged Balance
Description Beginning to Deductions at End of
of Period Income Other (1) Period
- ------------------------------------------------------------------------------
---------------------thousands-----------------------
1998:
Deducted from accounts
receivable--
Provision for
uncollectible accounts $ 5,007 $ 8,182 $ - $ 8,445 $ 4,744
1997:
Deducted from accounts
receivable--
Provisions for
uncollectible accounts $ 5,083 $ 5,865 $ - $ 5,941 $ 5,007
1996:
Deducted from accounts
receivable--
Provisions for
uncollectible accounts $ 6,481 $ 4,056 $ - $ 5,454 $ 5,083
(1) Amounts written off, net of recoveries of accounts previously written off.
IV-7