DPL INC.

INDEX

			Page No.
Part I.	Financial Information

	Item 1.	Financial Statements

		Consolidated Statement of Results of Operations	3

		Consolidated Statement of Cash Flows	4

		Consolidated Balance Sheet	5

		Notes to Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

		Operating Statistics	37

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37

	Item 4.	Controls and Procedures	37

Part II.	Other Information

	Item 1.	Legal Proceedings	40

	Item 4.	Submission of Matters to a Vote of Security Holders	40

	Item 5.	Other Information	40

	Item 6.	Exhibits and Reports on Form 8-K	40

Other
	Signatures		41

	Certifications

Available Information:

DPL Inc. (DPL or the Company) files current, annual and quarterly reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission (SEC). You may read and copy any document the Company files at the SEC’s public reference room located at 450 Fifth Street, NW, Washington, DC 20549, USA. Please call the SEC at (800) SEC-0330 for further information on the public reference rooms. The Company’s SEC filings are also available to the public from the SEC’s web site at http://www.sec.gov.

The Company’s public internet site is http://www.dplinc.com. The Company makes available through its internet site, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and Forms 3, 4 and 5 filed on behalf of directors and executive officers and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC.

In addition, the Company’s public internet site includes other items related to corporate governance matters, including, among other things, the Company’s governance guidelines, charters of various committees of the Board of Directors and the Company’s code of business conduct and ethics applicable to all employees, officers and directors. You may obtain copies of these documents, free of charge, by sending a request, in writing, to DPL Investor Relations, 1065 Woodman Drive, Dayton, Ohio 45432.

Part I. Financial Information

Item 1. Financial Statements

DPL INC.

CONSOLIDATED STATEMENT OF RESULTS OF OPERATIONS

($ in millions)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
				(as restated)						(as restated)

Revenues
Electric revenues	$	309.7		$	322.6		$	891.7		$	888.6
Other revenues, net of fuel costs	2.5			2.7			7.7			7.8
Total revenues	312.2			325.3			899.4			896.4

Operating Expenses
Fuel	66.7			65.1			192.0			173.3
Purchased power	29.9			26.4			81.8			71.8
Operation and maintenance	58.3			46.0			166.2			135.0
Depreciation and amortization	35.4			35.8			104.4			105.5
General taxes	26.7			28.2			79.5			82.9
Amortization of regulatory assets, net	0.1			12.5			0.3			35.3
Total operating expenses	217.1			214.0			624.2			603.8

Operating Income	95.1			111.3			275.2			292.6

Investment income	90.4			60.6			176.6			48.6
Interest expense	(38.4		)	(46.2		)	(120.1		)	(136.5		)
Other income (deductions)	(4.5		)	(3.8		)	(15.6		)	28.3

Income Before Income Taxes and Cumulative Effect of Accounting Change	142.6			121.9			316.1			233.0

Income tax expense	58.9			45.8			126.3			86.0

Income Before Cumulative Effect of Accounting Change	83.7			76.1			189.8			147.0

Cumulative effect of accounting change, net of tax	—			—			—			17.0

Net Income	$	83.7		$	76.1		$	189.8		$	164.0

Average Number of Common Shares Outstanding (millions)
Basic	120.1			119.9			120.1			119.8
Diluted	121.4			121.4			121.4			121.7

Earnings Per Share of Common Stock
Basic:
Income before cumulative effect of accounting change	$	0.70		$	0.63		$	1.58		$	1.23
Cumulative effect of accounting change	—			—			—			0.14
Total Basic	$	0.70		$	0.63		$	1.58		$	1.37

Diluted:
Income before cumulative effect of accounting change	$	0.69		$	0.63		$	1.56		$	1.21
Cumulative effect of accounting change	—			—			—			0.14
Total Diluted	$	0.69		$	0.63		$	1.56		$	1.35

Dividends Paid Per Share of Common Stock	$	—		$	0.235		$	0.240		$	0.705

See Notes to Consolidated Financial Statements.

These interim statements are unaudited.

DPL INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

($ in millions)

	Nine Months Ended September 30,
	2004			2003
				(as restated)
Operating Activities

Net income	$	189.8		$	164.0
Adjustments:
Depreciation and amortization	104.4			105.5
Amortization of regulatory assets, net	0.3			35.3
Deferred income taxes	20.0			50.5
Shareholder litigation settlement	(70.0		)	—
Captive insurance provision	4.0			(46.6		)
Investment (income) loss	(174.9		)	(22.1		)
Income from interest rate hedges	—			(21.2		)
Cumulative effect of accounting change, net of tax	—			(17.0		)
Changes in working capital:
Accounts receivable	25.1			19.8
Accounts payable	(12.8		)	(3.7		)
Accrued taxes payable	24.7			19.1
Accrued interest payable	(24.8		)	(23.8		)
Prepayments	(1.6		)	(12.5		)
Inventories	(12.9		)	(0.2		)
Deferred compensation assets	8.2			28.0
Deferred compensation obligations	1.1			(28.9		)
Other (Note 3)	(4.6		)	2.5

Net cash provided by operating activities	76.0			248.7

Investing Activities

Capital expenditures	(66.7		)	(90.4		)
Settlement of interest rate hedges	—			51.4
Purchases of fixed income and equity securities	(191.5		)	(122.2		)
Sales of fixed income and equity securities	385.2			199.4

Net cash provided by investing activities	127.0			38.2

Financing Activities

Issuance of long-term debt, net	174.7			465.1
Retirement of long-term debt	(510.4		)	(8.4		)
Dividends paid on common stock	(28.7		)	(84.1		)

Net cash (used for) provided by financing activities	(364.4		)	372.6

Cash and Temporary Cash Investments

Net change	(161.4		)	659.5
Balance at beginning of period	337.6			40.8
Balance at end of period	$	176.2		$	700.3

Cash Paid During the Period for:
Interest and trust preferred distributions	$	140.3		$	154.8
Income taxes	$	73.8		$	11.6

See Notes to Consolidated Financial Statements.

These interim statements are unaudited.

DPL INC.

CONSOLIDATED BALANCE SHEET

($ in millions)

	At September 30, 2004			At December 31, 2003
ASSETS

Property
Property, plant and equipment	$	4,478.0		$	4,420.8
Less: Accumulated depreciation and amortization	(1,936.9		)	(1,846.9		)
Net property	2,541.1			2,573.9

Current Assets
Cash and temporary cash investments (Note 3)	176.2			337.6
Accounts receivable, less provision for uncollectible accounts of $1.1 and $6.0, respectively	150.9			176.0
Inventories, at average cost (Note 3)	65.1			52.1
Prepaid taxes	11.6			46.4
Other (Note 3)	32.0			60.1

Total current assets	435.8			672.2

Other Assets
Financial assets
Public securities	77.2			140.3
Private securities under the equity method	350.7			343.9
Private securities under the cost method	528.0			500.7
Total financial assets	955.9			984.9

Income taxes recoverable through future revenues	42.6			43.3
Other regulatory assets	38.6			36.1
Other (Note 3)	120.0			134.3

Total other assets	1,157.1			1,198.6

Total Assets	$	4,134.0		$	4,444.7

See Notes to Consolidated Financial Statements.

These interim statements are unaudited.

DPL INC.

CONSOLIDATED BALANCE SHEET

($ in millions)

	At September 30, 2004			At December 31, 2003
CAPITALIZATION AND LIABILITIES

Capitalization
Common shareholders’ equity
Common stock	$	1.3		$	1.3
Other paid-in capital, net of treasury stock	12.5			12.0
Warrants	50.0			50.0
Common stock held by employee plans	(83.5		)	(84.4		)
Accumulated other comprehensive income	49.3			57.7
Earnings reinvested in the business	1,055.8			865.7
Total common shareholders’ equity	1,085.4			902.3

Preferred stock	23.0			23.0

Long-term debt	2,117.0			1,954.7

Total capitalization	3,225.4			2,880.0

Current Liabilities
Current portion - long-term debt	13.1			511.1
Accounts payable	83.5			95.6
Shareholder litigation	—			70.0
Accrued taxes	138.6			148.7
Accrued interest	25.5			50.1
Other (Note 3)	17.5			51.8

Total current liabilities	278.2			927.3

Deferred Credits and Other
Deferred taxes	360.6			374.0
Unamortized investment tax credit	50.0			52.2
Insurance and claims costs	30.0			26.0
Other (Note 3)	189.8			185.2

Total deferred credits and other	630.4			637.4

Contingencies (Note 9)

Total Capitalization and Liabilities	$	4,134.0		$	4,444.7

See Notes to Consolidated Financial Statements.

These interim statements are unaudited.

Notes to Consolidated Financial Statements

1. Basis of Presentation

Basis of Consolidation

DPL Inc. (DPL or the Company) prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the accounts of DPL, DPL’s principal subsidiary, The Dayton Power and Light Company (DP&L) and DPL’s other majority-owned subsidiaries. Investments that are not majority owned are accounted for using the equity method when DPL’s investment allows it the ability to exert significant influence, as defined by GAAP. Undivided interests in jointly-owned generation facilities are consolidated on a pro rata basis. All material intercompany accounts and transactions are eliminated in consolidation.

DPL has prepared the unaudited consolidated financial statements in this report, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in DPL’s 2003 Annual Report on Form 10-K.

Estimates, Judgments and Reclassifications

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the revenue and expenses of the period reported. Significant items subject to such estimates and judgments include the carrying value of property, plant and equipment; the valuation of derivative instruments; the valuation of financial assets; the valuation of insurance and claims costs; the valuation allowance for receivables and deferred income taxes; and assets and liabilities related to employee benefits. Actual results may differ from those estimates. Reclassifications have been made in certain prior years’ amounts to conform to the current reporting presentation.

Recently Issued Accounting Standards

Financial Interpretation No. 46 (Revised December 2003)

In January 2003, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46), which was subsequently revised in December 2003 with the issuance of FIN 46R. The objective of this interpretation is to provide guidance on how to identify variable interest entities (VIEs) and determine when the assets, liabilities, non-controlling interests and results of operations of a VIE need to be included in a company’s consolidated financial statements. A company that holds variable interests in an entity will need to consolidate the entity if the company’s interest in the VIE is such that the company will absorb a majority of the VIE’s expected losses and/or receive a majority of the entity’s expected residual returns, if they occur. FIN 46R also requires additional disclosures by primary beneficiaries and other significant variable interest holders. DPL established the Capital Trust II in August 2001 and issued $300 million of Trust Preferred Securities to institutional investors at 8.125%. This trust is considered a VIE and required DPL to evaluate the effect of FIN 46R.

A trust preferred structure generally involves the establishment by an entity, of a limited purpose trust to issue the Trust Preferred Securities. The trust issues preferred securities to outside investors and uses the proceeds of the issuance to purchase an equivalent amount of junior subordinated debentures or other loans having stated maturities. The debentures or other loans are the only assets of the trust. When an entity makes payments of interest on the debentures or other loans, the trust distributes the cash to the holders of the Trust Preferred Securities. The Trust Preferred Securities must be redeemed upon maturity of the debentures or other loans. Prior to the issuance of FIN 46R, the sponsoring enterprise consolidated the trust as a result of holding all the common equity of the trust. For financial reporting purposes, the accounts of the DPL Capital Trust II have been included in DPL’s consolidated financial statements.

In accordance with the provisions of FIN 46R, DPL deconsolidated the DPL Capital Trust II in 2003. This resulted in recording an investment in the trust and amounts previously classified as shares subject to mandatory redemption to be classified as long-term debt as of December 31, 2003 by establishing a note payable to the trust. In accordance with FIN 46R, no amounts prior to adoption in 2003 were reclassified.

Staff Position No. 106-1

In December 2003, the FASB issued Staff Position No. 106-1 (FSP 106-1), “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (the Act). The Act provides for drug benefits for retirees over the age of 65 under a new Medicare Part D program. For employers like DPL, who currently provide retiree medical programs for certain former employees over the age of 65, there are subsidies available which are inherent in the Act. The Act entitles these employers to a direct tax-exempt federal subsidy. However, since the effective date of the Act was December 2003 and because most employers have not had time to consider the accounting considerations and there is no appropriate accounting guidance for the federal subsidy, the FASB issued this FSP 106-1 to allow employers a one-time election to defer recognition of the impact of the Act in the employer’s accounting until formal guidance is issued. DPL elected to defer recognition of the provisions of this Act until further accounting guidance is issued.

Staff Position No. 106-2

In May 2004, the FASB issued FASB Staff Position No. 106-2 (FSP 106-2), “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003”, which supersedes FSP 106-1. FSP 106-2 provides guidance on the accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) for employers that sponsor postretirement health care plans that provide prescription drug benefits. It also requires certain disclosures regarding the effect of the federal subsidy provided by the Act. FSP 106-2 is effective for the first interim or annual period beginning after June 15, 2004. The Company adopted FSP 106-2 on July 1, 2004 and the effect was not material to the Company’s results of operations, cash flow or financial position.

EITF 03-01 and EITF 02-14

In June 2004, the Emerging Issues Task Force (EITF) issued EITF 03-01 “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”, which is applicable for periods effective beginning after June 15, 2004. EITF 03-01 addresses the meaning of other-than-temporary impairment and its application to debt and equity securities within the scope of Statement of Financial Accounting Standards No. 115 “Accounting for Certain Investments in Debt and Equity Securities” (SFAS 115), certain debt and equity securities within the scope of Statement of Financial Accounting Standards No. 124 “Accounting for Certain Investments Held by Not-for-Profit Organizations” (SFAS 124), and equity securities that are not subject to the scope of SFAS 115 and not accounted for under the equity method of accounting. In September 2004, the EITF issued EITF 02-14 “Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock”, which is applicable for periods effective after June 15, 2004. EITF 02-14, addresses: (1) whether an investor should apply the equity method of accounting to investments other than common stock, (2) if the equity method should be applied to investments other than common stock, how the equity method of accounting should be applied to those investments and (3) whether investments other than common stock that have a “readily determinable fair value” under paragraph 3 of SFAS 115 should be accounted for in accordance with SFAS 115 rather than pursuant to EITF 02-14. The Company is in the process of evaluating each of these issues and has not determined the impact to its results of operations, statement of financial position or cash flows.

2. Restatement of Financial Statements

As part of the Audit Committee’s response to a report prepared by Taft, Stettinius & Hollister LLP and during the 2003 year-end financial closing process, the Company identified certain adjustments to prior period financial statements. As a result, the Company has restated its consolidated financial statements for the third quarter ended September 30, 2003, year-to-date through September 30, 2003, and prior periods. These adjustments increased net income by $2.4 million, or $0.01 per common share, to $76.1 million for the third quarter of 2003, and increased net income by $3.1 million, or $0.03 per common share, to $164.0 million for the nine months ended September 30, 2003. The restatement also affected the average number of basic and diluted common shares outstanding by adding stock incentive units to the outstanding shares during those periods the stock incentive unit plan was considered an equity plan. All applicable financial information contained in this Quarterly Report on Form 10-Q give effect to these restatements. Accordingly, the financial statements for this fiscal period described above that have been in the Company’s prior SEC filings should not be relied upon.

Certain captions in the September 30, 2003 Consolidated Balance Sheet were also adjusted due to the prior periods’ restatements. Please refer to the Company’s 2003 Annual Report on Form 10-K for a more complete description of the prior period adjustments.

The accompanying consolidated financial data set forth below presents the Company’s Consolidated Statement of Results of Operations for the three and nine months ended September 30, 2003, Consolidated Statement of Cash Flows for the nine months ended September 30, 2003 and Consolidated Balance Sheet as of September 30, 2003

on a comparative basis showing the amounts as originally reported and as restated.

Effects of Restatement on Net Income

The following table identifies the adjustments made to the consolidated financial statements for the three and nine months ended September 30, 2003:

	Net Income Increase
	(Decrease)
	2003			2003
	Third			Year
$ in millions	Quarter			To Date
Description of Adjustment
Stock distributions (1)	$	6.1		$	6.1
Supplemental Executive Retirement Plan (2)	(0.3		)	1.0
Stock incentive units (3)	(1.5		)	(1.6		)
Accrued expenses (4)	(0.5		)	(0.5		)
Sub-total pre-tax impact	3.8			5.0

Income taxes (5)	(1.4		)	(1.9		)
Total Net Income Impact	$	2.4		$	3.1

(1) Reflects adjustment to record income for stock dividends received that had originally been recorded entirely as a return of capital.

Consolidated Statement of Results of Operations: Adjustment increased Investment Income by the amounts set forth in this table.

Consolidated Balance Sheet: At September 30, 2003, adjustment increased Private Securities Under the Cost Method by $6.1 million.

(2) Reflects adjustment to record a settlement of the Company’s Supplemental Executive Retirement Plan for certain executives in 1997 and 2000 which had not been previously recorded, to include in the plan an executive who had not been previously considered a plan participant, and to record the proper treatment for Company assets previously thought to be segregated and restricted solely for purposes of funding this plan.

Consolidated Statement of Results of Operations: For the third quarter of 2003, the adjustment increased Operation and Maintenance expense by $0.3 million. Year-to-date 2003, the adjustment decreased Operation and Maintenance expense by $0.9 million and increased Investment Income by approximately $0.1 million.

Consolidated Balance Sheet: At September 30, 2003, the adjustment increased Other Assets – Other by approximately $1.0 million.

(3) Reflects adjustment to record outstanding stock incentive units at fair value following a change in the operation of the Management Stock Incentive Plan made as of January 1, 2002 that allowed certain retirees to diversify stock incentive awards to investments other than DPL common stock.

Consolidated Statement of Results of Operations: For the third quarter of 2003, the adjustment increased Operation and Maintenance expense by $1.5 million. Year-to-date 2003, the adjustment increased Operation and Maintenance expense by $1.6 million.

Consolidated Balance Sheet: At September 30, 2003, the adjustment increased Other Paid-in Capital, net of Treasury Stock by $1.1 million and Other Deferred Credits by $0.5 million.

(4) Reflects adjustment to record accrued expenses in the period in which these items were incurred.

Consolidated Statement of Results of Operations: For the three and nine months ended September 30, 2003, the adjustment increased Operation and Maintenance expense by $0.5 million.

Consolidated Balance Sheet: At September 30, 2003, the adjustment increased Accounts Payable by $0.2 million and decreased Current Assets - Other by $0.3 million.

(5) Reflects income taxes related to the above non-tax adjustments.

Consolidated Statement of Results of Operations: For the third quarter and year-to-date 2003, the above adjustments resulted in increased income tax expense as set forth in this table.

Consolidated Balance Sheet: At September 30, 2003, the above adjustments resulted in an increase of $2.4 million to Accrued Taxes and a decrease of $0.5 million to Other Assets - Other.

DPL Inc.

Consolidated Statement of Results of Operations

(unaudited)

$ in millions except per share amounts	Three Months Ended September 30, 2003						Nine Months Ended September 30, 2003
	(as previously reported)			(as restated)			(as previously reported)			(as restated)

Revenues
Electric revenues	$	322.6		$	322.6		$	888.6		$	888.6
Other revenues, net of fuel costs	2.7			2.7			7.8			7.8
Total revenues	325.3			325.3			896.4			896.4

Operating Expenses
Fuel	65.1			65.1			173.3			173.3
Purchased power	26.4			26.4			71.8			71.8
Operation and maintenance	43.7			46.0			133.8			135.0
Depreciation and amortization	35.8			35.8			105.5			105.5
General taxes	28.2			28.2			82.9			82.9
Amortization of regulatory assets, net	12.5			12.5			35.3			35.3
Total operating expenses	211.7			214.0			602.6			603.8

Operating Income	113.6			111.3			293.8			292.6

Investment income (loss)	54.5			60.6			42.4			48.6
Interest expense	(46.2		)	(46.2		)	(136.5		)	(136.5		)
Other income	(3.8		)	(3.8		)	28.3			28.3
Income Before Income Taxes and Cumulative Effect of Accounting Change	118.1			121.9			228.0			233.0

Income tax expense	44.4			45.8			84.1			86.0

Income Before Cumulative Effect of Accounting Change	73.7			76.1			143.9			147.0

Cumulative effect of accounting change, net of tax	—			—			17.0			17.0

Net Income	$	73.7		$	76.1		$	160.9		$	164.0

Average Number of Common Shares Outstanding (millions)
Basic	119.4			119.9			119.7			119.8
Diluted	119.4			121.4			119.7			121.7

Earnings Per Share of Common Stock – Basic
Income before cumulative effect of accounting change	$	0.62		$	0.63		$	1.20		$	1.23
Cumulative effect of accounting change	—			—			0.14			0.14
Total Basic	$	0.62		$	0.63		$	1.34		$	1.37

Earnings Per Share of Common Stock – Diluted
Income before cumulative effect of accounting change	$	0.62		$	0.63		$	1.20		$	1.21
Cumulative effect of accounting change	—			—			0.14			0.14
Total Diluted	$	0.62		$	0.63		$	1.34		$	1.35

Dividends Paid Per Share of Common Stock	$	0.235		$	0.235		$	0.705		$	0.705

DPL Inc.

Consolidated Statement of Cash Flows

(unaudited)

$ in millions	Nine Months Ended September 30, 2003
	(as previously reported)			(as restated)

Operating Activities
Net income	$	160.9		$	164.0
Adjustments:
Depreciation and amortization	105.5			105.5
Amortization of regulatory assets, net	35.3			35.3
Deferred income taxes	50.8			50.5
Captive insurance provision	(46.6		)	(46.6		)
Investment (income) loss	(15.9		)	(22.1		)
Income from interest rate hedges	(21.2		)	(21.2		)
Cumulative effect of accounting change, net of tax	(17.0		)	(17.0		)
Changes in working capital:
Accounts receivable	19.8			19.8
Accounts payable	(3.9		)	(3.7		)
Accrued taxes payable	16.8			19.1
Accrued interest payable	(23.8		)	(23.8		)
Prepayments	(11.8		)	(12.5		)
Inventories	(0.2		)	(0.2		)
Deferred compensation assets	28.0			28.0
Deferred compensation obligations	(28.9		)	(28.9		)
Other	0.9			2.5
Net cash provided by operating activities	248.7			248.7

Investing Activities
Capital expenditures	(90.4		)	(90.4		)
Settlement of interest rate hedges	51.4			51.4
Purchases of fixed income and equity securities	(122.2		)	(122.2		)
Sales of fixed income and equity securities	199.4			199.4

Net cash provided by investing activities	38.2			38.2

Financing Activities
Issuance of long-term debt, net	465.1			465.1
Retirement of long-term debt	(8.4		)	(8.4		)
Dividends paid on common stock	(84.1		)	(84.1		)

Net cash provided by financing activities	372.6			372.6

Cash and Temporary Cash Investments
Net change	659.5			659.5
Balance at beginning of period	40.8			40.8

Balance at end of period	$	700.3		$	700.3

Cash Paid During the Period For:
Interest and trust preferred distributions	$	154.8		$	154.8
Income taxes	$	11.6		$	11.6

DPL Inc.

Consolidated Balance Sheet

(unaudited)

$ in millions	At September 30, 2003
	(as previously reported)			(as restated)

ASSETS

Property
Property, plant and equipment	$	4,393.4		$	4,393.4
Less: Accumulated depreciation and amortization	(1,823.0		)	(1,823.0		)
Net property	2,570.4			2,570.4

Current Assets
Cash and temporary cash investments	700.3			700.3
Accounts receivable, less provision for uncollectible accounts of $7.7 as reported and restated	148.1			148.1
Inventories, at average cost	56.3			56.3
Prepaid taxes	11.7			11.7
Other	36.3			36.0
Total current assets	952.7			952.4

Other Assets
Financial assets
Public securities	149.1			149.1
Private securities under the equity method	341.0			341.0
Private securities under the cost method	497.3			507.4
Total financial assets	987.4			997.5

Income taxes recoverable through future revenues	41.4			41.4
Other regulatory assets	47.3			47.3
Other	131.1			131.2
Total other assets	1,207.2			1,217.4

Total Assets	$	4,730.3		$	4,740.2

Note - Reflects adoption of FAS 143 in 2003.

DPL Inc.

Consolidated Balance Sheet

(unaudited)

$ in millions	At September 30, 2003
	(as previously reported)			(as restated)

CAPITALIZATION AND LIABILITIES

Capitalization
Common shareholders’ equity
Common stock	$	1.3		$	1.3
Other paid-in capital, net of treasury stock	—			9.5
Warrants	50.0			50.0
Common stock held by employee plans	(86.6		)	(86.6		)
Accumulated other comprehensive income	47.6			45.2
Earnings reinvested in the business	916.3			908.3
Total common shareholders’ equity	928.6			927.7

Preferred stock	23.0			23.0
Company obligated mandatorily redeemable trust preferred securities of subsidiary holding solely parent debentures	292.8			292.8

Long-term debt	1,654.0			1,654.0

Total capitalization	2,898.4			2,897.5

Current Liabilities
Current portion – long-term debt	957.1			957.1
Accounts payable	80.4			81.7
Accrued taxes	71.0			77.4
Accrued interest	33.7			33.7
Other	45.9			45.9
Total current liabilities	1,188.1			1,195.8

Deferred Credits and Other
Deferred taxes	374.3			366.2
Unamortized investment tax credit	52.9			52.9
Insurance and claims costs	31.3			31.3
Other	185.3			196.5
Total deferred credits and other	643.8			646.9

Contingencies

Total Capitalization and Liabilities	$	4,730.3		$	4,740.2

Note - Reflects adoption of FAS 143 in 2003.

3. Supplemental Financial Information

Balance Sheet $ in millions	At September 30, 2004			At December 31, 2003

Cash and temporary cash investments
Cash and cash equivalents	$	176.2		$	337.6
Short-term investments	—			—
Total cash and temporary cash investments	$	176.2		$	337.6

Inventories, at average cost
Plant materials and supplies	$	30.4		$	31.7
Fuel	33.6			19.7
Other	1.1			0.7
Total inventories, at average cost	$	65.1		$	52.1

Other current assets
Prepayments	$	18.5		$	15.7
Deposits and other advances	6.4			9.6
Current deferred income taxes	0.9			30.5
Miscellaneous work in progress	4.0			2.9
Other	2.2			1.4
Total other current assets	$	32.0		$	60.1

Other deferred assets
Trust assets	$	38.3		$	46.4
Prepaid pension	37.6			39.7
Unamortized loss on reacquired debt	24.3			26.6
Investment in trust	10.1			10.4
Unamortized debt expense	10.1			10.1
Other	(0.4		)	1.1
Total other deferred assets	$	120.0		$	134.3

Other current liabilities
Dividends payable	$	—		$	28.7
Customer security deposits and other advances	14.2			10.5
Current deferred income taxes	1.5			—
Payroll taxes payable	—			10.1
Other	1.8			2.5
Total other current liabilities	$	17.5		$	51.8

Other deferred credits
Asset retirement obligations – regulated property	$	76.4		$	72.0
Trust obligations	66.0			65.3
Retirees health and life benefits	32.5			33.7
Environmental reserves	0.1			0.2
Legal reserves	3.1			2.1
Asset retirement obligations-generation	5.2			4.9
Other	6.5			7.0
Total other deferred credits	$	189.8		$	185.2

Cash Flows	Nine Months Ended September 30,
$ in millions	2004			2003
				(as restated)
Cash flows - Other
Payroll taxes payable	$	(11.3	)	$	—
Customer security deposits and other advances	8.1			(0.1		)
Stock plans	1.3			3.2
Other	(2.7		)	(0.6		)
Total cash flows -other	$	(4.6	)	$	2.5

Results of Operations	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2004			2003			2004			2003
				(as restated)						(as restated)
Comprehensive income
Net income	$	83.7		$	76.1		$	189.8		$	164.0
Net change in unrealized gains (losses) on financial instruments, net of reclassification adjustments	(1.3		)	(1.9		)	3.7			3.8
Net change in unrealized gains (losses) on foreign currency translation adjustments	0.7			5.6			(13.6		)	23.1
Net change in deferred gains on cash flow hedges	(0.7		)	29.0			(2.3		)	30.0
Deferred income taxes related to unrealized gains (losses)	0.4			(0.9		)	3.8			(9.5		)
Comprehensive income	$	82.8		$	107.9		$	181.4		$	211.4

4. Earnings per Share

Basic earnings per share (EPS) are based on the weighted-average number of common shares outstanding during the year. Diluted earnings per share are based on the weighted-average number of common and common equivalent shares outstanding during the year, except in periods where the inclusion of such common equivalent shares is anti-dilutive.

Approximately 38 million warrants and stock options were excluded from the computation of diluted earnings per share in the third quarter of 2004 and 2003, respectively, because they were anti-dilutive. For the nine months ended September 30, 2004 and 2003, respectively, approximately 38 million warrants and stock options were excluded from the computation of diluted earnings per share. These warrants and stock options could be dilutive in the future.

The following illustrates the reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for income before cumulative effect of accounting change:

	Three Months Ended September 30,
	2004						2003 (as restated)
In millions except per share amounts	Income			Shares	Per Share		Income		Shares	Per Share

Basic EPS	$		83.7	120.1	$	0.70	$	76.1	119.9	$	0.63

Effect of Dilutive Securities
Restricted stock units				1.2					1.5
Warrants				—					—
Stock Options				0.1					—

Diluted EPS	$	83.7		121.4	$	0.69	$	76.1	121.4	$	0.63

	Nine months ended September 30,
	2004						2003 (as restated)
In millions except per share amounts	Income			Shares	Per Share		(a) Income		Shares	Per Share

Basic EPS	$		189.8	120.1	$	1.58	$	147.0	119.8	$	1.23

Effect of Dilutive Securities
Restricted stock units				1.2					1.9
Warrants				—					—
Stock Options				0.1					—

Diluted EPS	$	189.8		121.4	$	1.56	$	147.0	121.7	$	1.21

(a) Income before cumulative effect of accounting change

5. Pension and Postretirement Benefits

DPL sponsors a defined benefit plan for substantially all its employees. For collective bargaining employees, the defined benefits are based on a specific dollar amount per year of service. For all other employees, the defined benefit plan is based primarily on compensation and years of service. The Company funds pension plan benefits as accrued in accordance with the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (ERISA).

Qualified employees who retired prior to 1987 and their dependents are eligible for health care and life insurance benefits. DPL has funded the union-eligible health benefit using a Voluntary Employee Beneficiary Association Trust.

The net periodic benefit (income) cost of the pension and postretirement benefit plans for the three months ended September 30 were:

Net periodic benefit (income) cost	Pension						Postretirement
$ in millions	2004			2003			2004			2003
				(as restated)
Service cost	$	0.9		$	0.8		$	—		$	—
Interest cost	4.0			4.1			0.5			0.6
Expected return on assets	(5.4		)	(6.3		)	(0.2		)	(0.2		)
Amortization of unrecognized:
Actuarial (gain) loss	0.4			—			(0.2		)	(0.3		)
Prior service cost	0.7			0.8			—			—
Transition obligation	—			—			—			0.1
Net pension benefit (income) cost	$	0.6		$	(0.6	)	$	0.1		$	0.2

The net periodic benefit (income) cost of the pension and postretirement benefit plans for the nine months ended September 30 were:

Net periodic benefit (income) cost	Pension						Postretirement
$ in millions	2004			2003			2004			2003
				(as restated)
Service cost	$	2.8		$	2.5		$	—		$	—
Interest cost	12.0			12.2			1.5			1.7
Expected return on assets	(16.3		)	(18.8		)	(0.5		)	(0.4		)
Amortization of unrecognized:
Actuarial (gain) loss	1.4			0.1			(0.7		)	(0.9		)
Prior service cost	2.0			2.2			—			—
Transition obligation	—			—			0.1			0.2
Net pension benefit (income) cost	$	1.9		$	(1.8	)	$	0.4		$	0.6

6. Stock-Based Compensation

DPL accounts for stock options granted on or after January 1, 2003 under the fair value method set forth in FASB Statement of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (SFAS 123). This standard requires the recognition of compensation expense for stock-based awards to reflect the fair value of the award on the date of grant. DPL follows Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) and related Accounting Principles Board and FASB interpretations in accounting for stock-based compensation granted before January 1, 2003. If DPL had used the fair-value method of accounting for stock-based compensation granted prior to 2003, net income and earnings per share would have been reported as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2004			2003			2004			2003
				(as restated)						(as restated)

Net income, as reported	$	83.7		$	76.1		$	189.8		$	164.0
Add: Total stock-based compensation expense determined under APB 25, net of related tax effects	—			—			—			—
Deduct: Total stock-based compensation expense determined under FAS 123, net of related tax effects	(0.7		)	(0.8		)	(2.2		)	(2.0		)
Pro-forma net income	$	83.0		$	75.3		$	187.6		$	162.0

Earnings per share:
Basic – as reported	$	0.70		$	0.63		$	1.58		$	1.37
Basic – pro-forma	$	0.69		$	0.63		$	1.56		$	1.35

Diluted – as reported	$	0.69		$	0.63		$	1.56		$	1.35
Diluted – pro-forma	$	0.68		$	0.62		$	1.55		$	1.33

7. Long-term Debt, Notes Payable, and Compensating Balances

$ in millions	At September 30, 2004				At December 31, 2003
First Mortgage Bonds maturing:
2013 - 5.125%	$	470.0			$	470.0
Pollution control series maturing Through 2027 - 6.43% (a)	104.4				104.8
	574.4				574.8

Note to Capital Trust II 8.125% due 2031	300.0				300.0

Guarantee of Air Quality Development Obligations - 6.10% Series due 2030	110.0				110.0
Senior Notes 6.875% Series due 2011	400.0				400.0
Senior Notes 8.0% Series due 2009	175.0				—
Senior Notes 6.25% Series due 2008	100.0				100.0
Senior Notes 8.25% Series due 2007	425.0				425.0
Notes maturing through 2007 - 7.83%	33.0				45.0
Obligation for capital lease	3.7				4.3
Unamortized debt discount and premium (net)	(4.1			)	(4.4			)
Total	$		2,117.0		$		1,954.7

(a) Weighted average interest rates for 2004 and 2003.

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in millions	2004			2003			2004			2003
				(as restated)						(as restated)

Revenues
Electric	$	309.7		$	322.6		$	891.7		$	888.6
Other	2.5			2.7			7.7			7.8
Total revenues	$	312.2		$	325.3		$	899.4		$	896.4

Operating income
Electric	$	110.5		$	120.7		$	310.9		$	316.6
Other (b)	(15.4		)	(9.4		)	(35.7		)	(24.0		)
Total operating income	$	95.1		$	111.3		$	275.2		$	292.6

Investment income (loss)
Financial asset portfolio income (loss)	$	67.1		$	16.9		$	153.3		$	12.4
Less: management fees	6.7			3.8			19.2			14.7
Net financial asset portfolio income (loss) (a)	60.4			13.1			134.1			(2.3		)
Management fees included in Other income (deductions)	6.7			3.8			19.2			14.7
GAAP Adjustments and Other (c)	23.3			43.7			23.3			36.2
Investment income (loss)	$	90.4		$	60.6		$	176.6		$	48.6

Depreciation and amortization
Electric	$	35.4		$	35.8		$	104.4		$	105.5
Financial asset portfolio	—			—			—			—
Other	—			—			—			—
Total	$	35.4		$	35.8		$	104.4		$	105.5

Expenditures – construction additions
Electric	$	19.4		$	21.5		$	65.4		$	72.2
Financial asset portfolio	—			—			—			—
Other	0.4			0.3			0.7			0.8
Total	$	19.8		$	21.8		$	66.1		$	73.0

Assets
Electric	$	3,047.0		$	3,528.1		$	3,047.0		$	3,528.1
Financial asset portfolio (a)	1,049.0			1,073.0			1,049.0			1,073.0
Other	17.6			22.2			17.6			22.2
Unallocated corporate assets	102.0			193.1			102.0			193.1
Adjustments to reconcile segment assets to total assets (c)	(81.6		)	(76.2		)	(81.6		)	(76.2		)
Total assets	$	4,134.0		$	4,740.2		$	4,134.0		$	4,740.2

(a) These amounts reflect non-GAAP internal management presentations. For internal reporting purposes, private equity securities are accounted for the same as public securities. For GAAP purposes, the private equity securities are accounted for as either cost or equity method investments. Investment income represents sales of public securities, dividends and other interest and investment income. Operating income is comprised of investment income less associated management fees.

(b) Includes unallocated corporate items.

(c) Represents amounts necessary to reconcile results from Company non-GAAP internal management reports to consolidated GAAP results for the Financial Asset Portfolio segment.

9. Commitments and Contingencies

Contingencies

In the normal course of business, DPL is subject to various lawsuits, actions, proceedings, claims and other matters asserted under laws and regulations. DPL believes the amounts provided in its consolidated financial statements, as prescribed by GAAP, are adequate in light of the probable and estimable contingencies. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various legal proceedings, claims, and other matters discussed below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in DPL’s Consolidated Financial Statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of September 30, 2004 cannot be reasonably determined.

Environmental Matters

DPL and its subsidiaries’ facilities and operations are subject to a wide range of environmental regulations and law. In the normal course of business, DP&L has investigatory and remedial activities underway at these facilities to comply, or to determine compliance, with such regulations. DP&L has been identified, either by a government agency or by a private party seeking contribution to site clean-up costs, as a potentially responsible party (PRP) at a number of sites pursuant to state and federal laws. DP&L records liabilities for probable estimated loss in accordance with Statement of Financial Accounting Standards No. 5 (SFAS 5), “Accounting for Contingencies.” To the extent a probable loss can only be estimated by reference to a range of equally probable outcomes, and no amount within the range appears to be a better estimate than any other amount, DP&L accrues for the low end of the range. Because of uncertainties related to these matters accruals are based on the best information available at the time. DP&L evaluates the potential liability related to probable losses quarterly and may revise its estimates.

Such revisions in the estimates of the potential liabilities could have a material effect on the Company’s results of operations and financial position.

Legal Matters

On November 6, 2003, the Company and certain of its present and former officers and directors reached an agreement in principle with plaintiffs to settle the DPL Inc. Securities Litigation, and the shareholder class and derivative actions filed against them in Federal and Ohio state courts (the Global Settlement). The Company agreed to pay $70.0 million and certain of the Company’s liability insurers (the Insurers) agreed to pay $65.5 million to settle the DPL Inc. Securities Litigation and the state shareholder class actions. The Insurers agreed to pay $4.5 million to settle the derivative actions. In addition, PwC agreed to pay $5.5 million to settle all claims against it on a global basis. The Global Settlement was subject to approval by the Courts in which the actions were pending after notice to shareholders and class members and fairness hearings before the courts. On December 22, 2003, the Global Settlement was approved in total by the Court of Common Pleas, Hamilton County, Ohio. The U.S. District Court for the Southern District of Ohio approved the Global Settlement except for the petition for plaintiffs’ attorneys’ fees. As a result of the settlement, an after-tax charge of approximately $0.39 per share was recorded in the fourth quarter of 2003. On March 8, 2004, the U.S. District Court for the Southern District of Ohio approved in part the plaintiffs’ petition for plaintiffs’ attorneys’ fees. On May 24, 2004, in accordance with the terms of the Global Settlement, the amounts owed by the Company and the amounts owed by the Company’s liability insurers pursuant to Global Settlement were paid for ultimate distribution to the class. On August 13, 2004, as to state court and August 16, 2004, as to federal court, plaintiffs filed a motion seeking court approval of the distribution of the Global Settlement funds.

On June 7, 2004, the plaintiffs in the action in the Court of Common Pleas of Hamilton County, Ohio, filed a motion for an Order of Contempt, Disgorgement and Recission against defendants Peter H. Forster, Caroline E. Muhlenkamp and Stephen F. Koziar, Jr. In their motion, plaintiffs claimed that defendants Forster, Muhlenkamp and Koziar breached the Global Settlement and caused DPL and its board of directors to breach the Global Settlement, by causing the Company to distribute to defendants Forster, Muhlenkamp and Koziar approximately $33 million in deferred compensation in December 2003 without proper board approval. Plaintiffs sought, among other things, disgorgement of monies received by defendants Forster, Muhlenkamp and Koziar and recission of the reinstatement of the stock incentive and benefits plans. On June 28, 2004, the Company filed a Motion to Strike the plaintiffs’ motion alleging, among other things, that the motion was procedurally defective. Further, on July 22, 2004, the Company filed a Motion for Preliminary Injunction in the U.S. District Court to enjoin the Motion for an Order of Contempt, Disgorgement and Recission. On August 2, 2004, plaintiffs filed their opposition to defendants’ Motion to Strike and filed their opposition to the Motion for a Preliminary Injunction on August 13, 2004. On or about October 4, 2004 the U.S. District Court ruled the distribution of the federal class settlement fund to approved claimants would proceed immediately and that plaintiffs would withdraw their Motion for Contempt in state court. This withdrawal was completed on October 4, 2004 and the state court ordered the distribution of the state class settlement fund to approved claimants.

On July 9, 2004, Mr. Forster and Ms. Muhlenkamp filed a lawsuit against the Company, DP&L and MVE in the Circuit Court, Fourth Judicial Circuit, in and for Duval County, Florida. The complaint asserts that the Company, DP&L and MVE (i) wrongfully terminated Mr. Forster and Ms. Muhlenkamp by undermining their authority and responsibility to manage the companies and excluding them from discussions on corporate financial issues and strategic planning after the Thobe Memorandum was distributed and (ii) breached Mr. Forster’s consulting contract and Ms. Muhlenkamp’s employment agreement by denying them compensation and benefits allegedly provided by the terms of such contract and agreement upon their termination from the Company. Mr. Forster and Ms. Muhlenkamp seek damages of an undetermined amount. On August 9, 2004, the defendants removed the case to the U.S. District Court for the Middle District of Florida, Jacksonville Division. On August 16, 2004, the defendants moved to dismiss the litigation based on the Florida federal court’s lack of jurisdiction over the Company, DP&L and MVE, all of whom are companies based in Dayton, Ohio. In the alternative, the defendants requested that the court transfer the case to the U.S. District Court for the Southern District of Ohio, which has jurisdiction in Dayton, Ohio. On September 17, 2004,Mr. Forster and Ms. Muhlenkamp objected to these motions. On November 10, 2004 the U.S. District for the Middle District of Florida, Jacksonville Division, granted DPL’s motion to dismiss.

On August 24, 2004, the Company, DP&L and MVE filed a Complaint against Mr. Forster, Ms. Muhlenkamp and Mr. Koziar in the Court of Common Pleas of Montgomery County, Ohio asserting legal claims against them relating to the termination of the Valley Partners Agreements, challenging the validity of the amendments and the propriety of the distributions and alleging that Messrs. Forster and Koziar and Ms. Muhlenkamp breached their fiduciary duties and breached their consulting and employment contracts. The Company, DP&L and MVE seek, among other things, damages in excess of $25,000, disgorgement of all amounts improperly withdrawn by Messrs. Forster and Koziar and Ms. Muhlenkamp from the deferred compensation plans and a court order declaring that the Company,

DPL and MVE have no further obligations under the consulting and employment contracts due to those breaches. On November 5, 2004, defendants Forster, Koziar and Muhlenkamp filed a motion to dismiss the Complaint. The Company continues to evaluate all of these matters and is considering other claims against Mr. Forster, Mr. Koziar and/or Ms. Muhlenkamp that include, but are not limited to, breach of fiduciary duty or other claims relating to personal and Company investments, the calculation of benefits under the DP&L SERP and financial reporting with respect to such benefits, and, with respect to Mr. Koziar, the fulfillment of duties owed to the Company as its legal counsel.

On or about June 24, 2004, the SEC commenced a formal investigation into the issues raised by the Thobe Memorandum. The Company is cooperating with the investigation.

On April 7, 2004, the Company received notice that the staff of the PUCO is conducting an investigation into the financial condition of DP&L as a result of the issues raised by the Thobe Memorandum. On May 27, 2004, the PUCO ordered DP&L to file a plan of utility financial integrity that outlines the actions the Company has taken or will take to insulate DP&L utility operations and customers from its unregulated activities. DP&L must file this plan within 120 days of the filing of its Form 10-K with the SEC. The Company and DP&L intend to comply with this order and to cooperate with the PUCO’s continuing investigation.

On May 20, 2004, the staff of the SEC notified the Company that it was conducting an inquiry covering the exempt status of the Company under the Public Utility Holding Company Act of 1935. The staff of the SEC has requested the Company provide certain documents and information on a voluntary basis. The Company is cooperating with the inquiry. On October 8, 2004, DPL received a notice from the SEC that a question exists as to whether such exemption from the Public Utility Holding Company Act may be detrimental to the public interest or the interests of investors or consumers. Under applicable rules, DPL will lose its exemption 30 days following this notice and be required to register as a holding company under the Public Utility Holding Company Act and become subject to additional regulation thereunder. However, under the notice DPL may delay the requirement to become registered so long as it files a good faith application seeking an order of exemption from the Securities and Exchange Commission. On November 5, 2004, DPL filed its application with the SEC requesting it remain an exempt holding company. DPL will remain exempt pending a decision from the Securities and Exchange Commission on that application. DPL cannot predict what action the Securities and Exchange Commission may take in connection with its application or whether it will be able to remain an exempt holding company.

On May 28, 2004, the U.S. Attorney’s Office for the Southern District of Ohio, assisted by the Federal Bureau of Investigation, notified the Company that it has initiated an inquiry involving matters connected to the Company’s internal investigation. The Company is cooperating with this investigation.

Commencing on or about June 24, 2004, the Internal Revenue Service (IRS) issued a series of data requests to the Company regarding issues raised in the Thobe Memorandum. The staff of the IRS has requested that the Company provide certain documents, including but not limited to, matters concerning executive/director deferred compensation plans, management stock incentive plans and MVE financial statements. The Company is cooperating with these requests.

In June 2002, a contractor’s employee received a verdict against DP&L for injuries he sustained while working at a DP&L power station. The Court awarded the contractor’s employee compensatory damages of approximately $0.8 million and prejudgment interest of approximately $0.6 million. On April 28, 2004, the appellate court upheld this verdict except the award for prejudgment interest. On September 1, 2004, the Ohio Supreme Court refused to hear the case, so the matter has been remanded to the trial court for a re-determination of whether prejudgment interest should be awarded. The trial court heard this matter on October 15, 2004 and the decision is pending.

Long-term Obligations and Commercial Commitments

DPL enters into various contractual and other long-term obligations that may affect the liquidity of its operations. At September 30, 2004, these include:

	Payment Year
Long-term Obligations ($ in millions)	2004		2005 & 2006		2007 & 2008		Thereafter		Total
Long-term debt	$	—	$	27.8	$	551.6	$	1,546.2	$	2,125.6
Capital lease	0.2		1.4		1.4		1.5		4.5
Operating leases	0.8		0.4		—		—		1.2
Coal contracts	311.5		475.2		206.8		127.7		1,121.2
Other long-term obligations	12.2		18.1		0.5		—		30.8
Total long-term obligations	$	324.7	$	522.9	$	760.3	$	1,675.4	$	3,283.3

Long-term debt:

Long-term debt as of September 30, 2004, consists of First Mortgage Bonds, Guaranteed Air Quality Development Obligations, DPL unsecured notes and includes current maturities.

Capital lease:

As of September 30, 2004, the Company had one capital lease that expires September 2010.

Operating leases:

As of September 30, 2004, the Company had several operating leases with various terms and expiration dates.

Coal contracts:

DP&L has entered into various long-term coal contracts to supply portions of its coal requirements for its generating plants. Contract prices are subject to adjustment in accordance with various indices, and have features that will limit price escalation in any given year.

Other long-term obligations:

As of September 30, 2004, DPL had various other long-term obligations including non-cancelable contracts to purchase goods and services with various terms and expiration dates.

DPL enters into various commercial commitments, which may affect the liquidity of its operations. At September 30, 2004, these include:

	Expiring Year
Commercial Commitments ($ in millions)	2004		2005 & 2006		2007 & 2008		Thereafter		Total
Credit facilities	$	—	$	100.0	$	—	$	—	$	100.0
Guarantees	—		17.8		—		—		17.8
Other long-term commitments	9.4		84.2		81.7		—		175.3
Total commercial commitments	$	9.4	$	202.0	$	81.7	$	—	$	293.1

Credit facilities:

DP&L had $150 million available through an unsecured revolving credit agreement with a consortium of banks that was scheduled to expire on December 10, 2004. In June 2004, the Company replaced this facility with a $100 million, 364 day unsecured credit facility that expires on May 31, 2005. At September 30, 2004, there were no borrowings outstanding under this credit agreement. The new facility may be increased to up to $150 million.

DPL had a $150 million term loan agreement, which was to expire in 2006, with a consortium of banks. The proceeds from this loan were to be used to provide partial funding for the redemption of the 6.82% series Senior Notes due 2004, if needed. This facility was not used to provide partial funding of the retirement of the 6.82% series Senior Notes. In May 2004, the Company elected to terminate the term loan agreement.

Guarantees:

DP&L owns a 4.9% equity ownership interest in an electric generation company. As of September 30, 2004, DP&L could be responsible for the repayment of 4.9%, or $14.9 million, of a $305 million debt obligation and also 4.9%, or $2.9 million, of a separate $60 million debt obligation. Both obligations mature in 2006.

Other long-term commitments:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements contained in this discussion are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Matters discussed in this report which relate to events or developments that are expected to occur in the future, including management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters constitute forward-looking statements. Forward-looking statements are based on management’s beliefs, assumptions and expectations of the Company’s future economic performance, taking into account the information currently available to management. These statements are not statements of historical fact. Such forward-looking statements are subject to risks and uncertainties and investors are cautioned that outcomes and results may vary materially from those projected due to various factors beyond the control of DPL Inc. (DPL or the Company), including but not limited to: abnormal or severe weather; unusual maintenance or repair requirements; changes in fuel costs; changes in electricity, coal, environmental emissions, gas and other commodity prices; increased competition; regulatory changes and decisions; changes in accounting rules; financial market conditions; foreign currency market risk; market conditions, which may increase or decrease the value of the Company’s financial assets; additional investments in certain private equity partnership interests; and general economic conditions.

Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. (See FACTORS THAT MAY AFFECT FUTURE RESULTS.)

OVERVIEW AND FUTURE EXPECTATIONS

In the third quarter of 2004, DPL’s operating income decreased $16.2 million compared to the third quarter of 2003. Total revenues of $312.2 million decreased from the prior year by $13.1 million primarily resulting from lower wholesale sales. Operating expenses of $217.1 million in third quarter of 2004 increased over the third quarter of 2003 by $3.1 million or 1%. Investment income of $90.4 million in the third quarter of 2004 increased $29.8 million over the third quarter of 2003. DPL’s reported basic earnings per share of $0.70 in the third quarter of 2004 increased $0.07 per share from the third quarter of 2003.

For the nine months ended September 30, 2004, DPL’s operating income of $275.2 million declined by $17.4 million from the same period of the prior year. Total revenues of $899.4 million exceeded the prior year by $3.0 million primarily resulting from higher retail sales volume, partially offset by lower wholesale sales volume. Operating expenses of $624.2 million for the nine months ended September 30, 2004 were greater than nine months ended September 30, 2003 by $20.4 million or 3% primarily relating to increases in fuel and purchased power costs and corporate expenses. Investment income of $176.6 million increased $128.0 million for the nine months ended September 30, 2004 from $48.6 million for the nine months ended September 30, 2003. DPL’s reported basic earnings per share of $1.58 for the nine months ended September 30, 2004 increased $0.21 per share from the nine months ended September 30, 2003 of $1.37.

The increases in fuel and purchased power costs and corporate expenses are expected to continue to have a negative impact on operating income for the balance of 2004.

RESULTS OF OPERATIONS

Income Statement Highlights

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in millions	2004		2003		2004		2003

Electric revenues	$	309.7	$	322.6	$	891.7	$	888.6
Less:
Fuel	66.7		65.1		192.0		173.3
Purchased power	29.9		26.4		81.8		71.8
Net electric margin (a)	$	213.1	$	231.1	$	617.9	$	643.5

Operating income	$	95.1	$	111.3	$	275.2	$	292.6

(a) For purposes of discussing operating results DPL presents and discusses net electric margin. This format is useful to investors because it allows analysis and comparability of operating trends and includes the same information that is used by management to make decisions regarding the Company’s financial performance.

Revenues

Electric revenues decreased $12.9 million or 4% to $309.7 million in the third quarter of 2004 compared to $322.6 million for the third quarter of 2003 primarily reflecting lower wholesale revenues. Wholesale revenues decreased $14.7 million or 29% in the third quarter of 2004 compared to the third quarter of 2003 reflecting a 32% decrease in wholesale sales volume as opportunities to sell energy and capacity in excess of existing retail sales with positive margin were not as readily available when compared to the same period of the prior year. Retail revenues increased $1.8 million in the third quarter of 2004 over the same period of the prior year primarily resulting from higher average rates, partially offset by lower retail sales volume.

For the nine months ended September 30, 2004, electric revenues increased $3.1 million to $891.7 compared to $888.6 million for the same period of the prior year. Retail revenues increased $14.3 million for the nine months ended September 30, 2004 over the same period of the prior year resulting from higher sales volume. Wholesale revenues decreased $11.2 million for the nine months ended September 30, 2004 compared to the same period of the prior year resulting from lower wholesale sales volume. Wholesale revenues decreased primarily resulting from a 12% decrease in wholesale sales volume as opportunities to sell energy and capacity in excess of existing retail sales with positive margin were not as readily available when compared to the same period of the prior year.

Operating Expenses

Net electric margin of $213.1 million in the third quarter of 2004 decreased by $18.0 million from $231.1 million in the third quarter of 2003. As a percentage of total electric revenues, net electric margin decreased by 2.8 percentage points to 68.8% from 71.6%. This decline is primarily the result of lower wholesale revenues and increased fuel and purchased power costs. Fuel costs increased by $1.6 million or 2% in the three months ended September 30, 2004 compared to the same period in 2003 primarily resulting from higher average fuel costs for retail sales. Purchased power costs increased by $3.5 million or 13% in the third quarter of 2004 compared to the same period in 2003 primarily resulting from a higher volume of purchased power for retail sales and higher average market prices for wholesale sales, partially offset by a lower volume of purchased power for wholesale sales.

For the nine months ended September 30, 2004, net electric margin of $617.9 million decreased by $25.6 million or 4% from $643.5 million for the nine months ended September 30, 2003. As a percentage of total electric revenues, net electric margin decreased by 3.1 percentage points to 69.3% from 72.4%. This decline is primarily the result of increased fuel and purchased power costs. Fuel costs increased by $18.7 million or 11% for the nine months ended September 30, 2004 compared to the same period in 2003 primarily resulting from higher average fuel costs for both retail and wholesale sales. Purchased power costs increased by $10.0 million or 14% for the nine months ended September 30, 2004 compared to same period in 2003 primarily resulting from a higher volume of purchased power for retail sales and higher average market prices for wholesale sales.

Operation and maintenance expense increased $12.3 million or 27% to $58.3 million for the three months ended September 30, 2004 compared to $46.0 million for the same period in 2003 as a result of higher corporate costs and increased electric production expenses. Corporate costs increased primarily from accounting and legal fees of $3.2 million, deferred compensation expense of $2.9 million, Directors’ fees of $1.2 million, pension expense of $1.2 million and Sarbanes-Oxley project costs of $0.8 million. Electric production expenses increased $1.4 million for the three months ended September 30, 2004 over the same period in the prior year primarily related to maintenance and repair expenses incurred for scheduled outages and ash disposal.

For the nine months ended September 30, 2004, operation and maintenance expenses increased $31.2 million or 23% to $166.2 million compared to $135.0 million for the same period in 2003 as a result of higher corporate costs and increased electric production costs. Corporate costs increased primarily from accounting and legal fees of $7.6 million, higher insurance premiums for Directors and Officers liability insurance of $4.8 million, pension expense of $3.7 million, Sarbanes-Oxley project costs of $2.3 million, deferred compensation expense of $1.4 million, and Directors’ fees of $1.2 million. Electric production expenses increased $6.3 million for the nine months ended September 30, 2004 over the same period in the prior year primarily related to maintenance and repair expenses incurred for scheduled outages and ash disposal.

Amortization of regulatory assets decreased $12.4 million in the third quarter of 2004 and decreased $35.0 million for the nine months ended September 30, 2004 compared to the third quarter of 2003 and the nine months ended September 30, 2003 reflecting the conclusion of the three-year regulatory transition cost recovery period granted by the Public Utilities Commission of Ohio in 2000 and ended December 31, 2003.

LIQUIDITY, CAPITAL RESOURCES AND REQUIREMENTS

DPL’s cash and temporary cash investments totaled $176.2 million at September 30, 2004 compared to $700.3 million at September 30, 2003. DPL’s cash and temporary cash investments totaled $337.6 million at December 31, 2003.

The Company generated net cash from operating activities of $76.0 million for the nine months ended September 30, 2004 compared to $248.7 million for the nine months ended September 30, 2003. The net cash from operating activities for the nine months ended September 30, 2004 was primarily the result of operating profitability, partially offset by cash used for working capital, specifically the $70.0 million payment for shareholder litigation and purchases relating to coal inventory. Operating profitability primarily drove net cash provided from operating activities for the nine months ended September 30, 2003. The tariff-based revenue from DPL’s energy business continues to be the principal source of cash from operating activities. Management believes that the diversified retail customer mix of residential, commercial, and industrial classes provides DPL with a reasonably predictable gross cash flow.

Net cash flows provided by investing activities were $127.0 million for the nine months ended September 30, 2004 compared to net cash flows provided by investing activities of $38.2 million for the nine months ended September 30, 2003. Net cash flows provided by investing activities for the nine months ended September 30, 2004 was primarily the result of net proceeds of $193.7 million from the sales and purchases of financial assets, partially offset by capital expenditures of $66.7 million. The net cash provided by investing activities for the nine months ended September 30, 2003 was primarily the result of net proceeds of $77.2 million from the sales and purchases of financial assets and $51.4 million from the settlement of interest rate hedges, partially offset by capital expenditures of $90.4 million.

Net cash flows used for financing activities were $364.4 million for the nine months ended September 30, 2004 compared to net cash flows provided by financing activities of $372.6 million for the nine months ended September 30, 2003. Net cash flows used for financing activities for the nine months ended September 30, 2004 related to the retirement of long-term debt of $500 million 6.82% Series Senior Notes paid April 6, 2004 and for dividends paid on common stock of $28.7 million. These uses were partially offset by the issuance of $175 million unsecured 8% Series Senior Notes. Net cash provided by financing activities for the nine months ended September 30, 2003 primarily related to the issuance of long-term debt of $465.1 million, partially offset by dividends paid to common stockholders of $84.1 million and the retirement of long-term debt of $8.4 million.

Capital Requirements

Construction additions were $66.1 million for the nine months ended September 30, 2004 and are expected to approximate $100 million for the year compared to $73 million for the nine months ended September 30, 2003 and $102 million for the year ended 2003. Planned construction additions for 2004 relate to DPL’s environmental compliance program, power plant equipment, and its transmission and distribution system.

Capital projects are subject to continuing review and are revised in light of changes in financial and economic conditions, load forecasts, legislative and regulatory developments and changing environmental standards, among other factors. Over the next four years, DPL is projecting to spend $800 million in capital projects, approximately half of which is to meet changing environmental standards. DPL’s ability to complete its capital projects and the reliability of future service will be affected by its financial condition, the availability of internal and external funds at reasonable cost, and adequate and timely return on these capital investments. DPL expects to finance its construction additions over the next few years with internally-generated funds.

Financial Asset Investment

DPL’s financial assets of $955.9 million at September 30, 2004 are comprised of both public and private debt and equity securities, and are diversified both in terms of geography and industry. Public securities comprise approximately 8% or $77.2 million of the portfolio and are valued at current market price. Private securities approximate 92% of the portfolio or $878.7 million and are valued under either the cost or equity method.

DPL used $202 million from the private and public securities in its investment portfolio to partially fund the retirement of $500 million 6.82% Series Senior Notes in April 2004. On April 7, 2004, following the retirement of the Senior Notes, cash and temporary cash investments held in the financial asset portfolio was $79.4 million and public securities were valued at $70.0 million. The Company used an additional $50 million from the financial asset portfolio in May 2004 to partially fund its obligation under the terms of a shareholder litigation settlement.

invest up to an additional $175.3 million in existing limited partnership interests as compared to $353.5 million at September 30, 2003, but is not subscribing to additional private equity funds at this time. DPL currently funds these investments from the return of previously invested capital and gains, with the aggregate capital invested expected to remain at less than $1 billion. The certainty of future investment opportunities by the funds and investment in the funds, as well as the rate of return of invested capital and gains, if any, cannot be predicted. Investments by these investment firms are designed to be self-liquidating over time.

Shareholder Litigation Settlement

In November 2003, the Company and certain of its present and former officers and directors reached an agreement in principle with plaintiffs to settle the DPL Inc. Securities Litigation, and the shareholder class and derivative actions filed against them in Federal and Ohio state courts (the Global Settlement). On May 7, 2004, pursuant to an agreement entered into by the parties, the Company paid the $70.0 million it was obligated to pay under the Global Settlement into an escrow account pending payment to plaintiff’s counsel in accordance with the terms of the Global Settlement. The Company used $50 million from its financial asset portfolio, combined with funds from operations to pay its obligation under the terms of the shareholder litigation settlement.

Debt Obligations and Maturities

The amounts of maturities and mandatory redemptions for First Mortgage Bonds, notes and the capital lease are $0.2 million for the remainder of 2004, $13.1 million in 2005, $16.1 million in 2006, $452.3 million in 2007 and $100.7 million in 2008. Substantially all property of DP&L is subject to the mortgage lien securing the First Mortgage Bonds.

On September 29, 2003, DP&L issued $470 million principal amount of First Mortgage Bonds, 5.125% Series due 2013. The net proceeds from the sale of the bonds, after expenses, were used to (i) redeem $226 million principal amount of DP&L’s First Mortgage Bonds, 8.15% Series due 2026, at a redemption price of 104.075% of the principal amount plus accrued interest to the redemption date, and (ii) redeem $220 million principal amount of DP&L’s First Mortgage Bonds, 7.875% Series due 2024, at a redemption price of 103.765% of the principal amount plus accrued interest to the redemption date. The $446 million of First Mortgage Bonds were called by DP&L on September 30, 2003, for redemption on October 30, 2003. The 5.125% Series due 2013 have not been registered under the Securities Act of 1933, but were offered and sold through a private placement in compliance with Rule 144A under the Securities Act of 1933. The bonds include step-up interest provisions requiring DP&L to pay additional interest if the securities remain unregistered after 180 days from issuance. The sale of the bonds was not registered and, as a result, the Company is required to pay additional interest of 0.50% until an exchange offer for these securities is registered with the SEC.

Issuance of additional amounts of First Mortgage Bonds by DP&L is limited by provisions of its mortgage; however, DP&L continues to have sufficient capacity to issue First Mortgage Bonds to satisfy its requirements in connection with its refinancing and construction programs through 2008. The amounts and timing of future financings will depend upon market and other conditions, rate increases, levels of sales and construction plans.

In the fourth quarter of 2003, DPL adopted FIN 46R that required the deconsolidation of the DPL Capital Trust II. This adoption resulted in $300 million of 8.125% Trust Preferred Securities to be transferred to the trust and established a note to the trust for $300 million at 8.125%.

In December 2003, DPL entered into a $150 million term loan agreement, which was to expire in 2006, with a consortium of banks. The proceeds from this loan were to be used to provide partial funding for the retirement of the 6.82% Senior Notes due 2004, if needed. This facility was not used to provide partial funding of the retirement of the 6.82% Series Senior Notes. In May 2004, the Company elected to terminate the term loan agreement.

In December 2003, DP&L had $150 million available through a revolving credit agreement with a consortium of banks. The agreement, which was scheduled to expire on December 10, 2004, was terminated on June 1, 2004. The facility was to be used to support the Company’s business requirements and DP&L’s commercial paper program. The facility contained two financial covenants, including maximum debt to total capitalization and minimum earnings before interest and taxes (EBIT) to interest coverage. Fees associated with this credit facility were approximately $0.8 million per year, but a two-step increase in DP&L’s credit rating would have reduced the facility’s interest rate by 0.38%. A lower credit rating would not have increased an applicable interest rate. DP&L had no outstanding borrowings under the revolving credit facility and no outstanding commercial paper balances at September 30, 2004 and 2003.

In February 2004, DP&L entered into a $20 million Master Letter of Credit Agreement with a financial lending institution. This agreement, which expires in February 2005, supports performance assurance needs in the ordinary

course of business. DP&L has certain contractual agreements for the sale and purchase of power, fuel and related energy services that contain credit rating clauses allowing the counterparties to seek additional surety under certain conditions. As of September 30, 2004, DP&L had eight outstanding letters of credit totaling $8.5 million.

In March 2004, DPL completed a $175 million private placement of unsecured 8% Series Senior Notes due March 2009. The Senior Notes will not be redeemable prior to maturity except for a make-whole payment at the adjusted treasury rate plus 0.25%. The proceeds from these notes were used to provide partial funding for the redemption of $500 million of the 6.82% Senior Notes due April 2004. The 6.82% Senior Notes were redeemed on April 6, 2004.

The 8% Series Senior Notes were issued by private placement pursuant to the Company’s indenture dated as of March 1, 2000, and pursuant to authority granted in Board resolutions of the Company dated March 25, 2004. The notes impose a limitation on the incurrence of liens on the capital stock of any of the Company’s significant subsidiaries and require the Company and its subsidiaries to meet a consolidated coverage ratio of 2 to 1 prior to incurring additional indebtedness. The limitation on the incurrence of additional indebtedness does not apply to (i) indebtedness incurred to refinance existing indebtedness, (ii) subordinated indebtedness and (iii) up to $150 million of additional indebtedness. In addition to the events of default specified in the indenture, an event of default under the notes includes a payment default or acceleration of indebtedness under any other indebtedness of the Company or any of its subsidiaries which aggregates $25 million or more. The purchasers were granted registration rights in connection with the private placement under an Exchange and Registration Rights Agreement. Pursuant to this agreement, the Company was obligated to file an exchange offer registration statement by July 22, 2004, have the registration statement declared effective by September 20, 2004 and consummate the exchange offer by October 20, 2004. The Company failed to file an exchange offer registration statement and to have a registration statement declared effective according to this timeline. As a result, the Company is accruing additional interest at a rate of 0.5% per annum per violation, up to an additional interest rate not to exceed in the aggregate 1.0% per annum. As each violation is cured, the additional interest rate may decrease by 0.5%. The terms of the private placement also required the Company to file its Form 10-K by July 30, 2004. Because the Company failed to meet this deadline, the Company was required to pay additional liquidated damages in the form of additional interest at a rate of 1.0% until November 5, 2004, the date it filed its Form 10-K with the SEC.

In June 2004, DP&L obtained a $100 million unsecured revolving credit agreement that extended and replaced DP&L’s revolving credit agreement of $150 million. The new agreement, which expires on May 31, 2005, provides credit support for the Company’s business requirements and commercial paper program during this period and may be increased to up to $150 million. The facility contains two financial covenants including maximum debt to total capitalization, and minimum earnings before interest and taxes (EBIT) to total interest expense. These covenants are currently met. DP&L currently has no outstanding borrowings under this credit facility and no outstanding commercial paper balances. Fees associated with this credit facility are approximately $0.6 million per year. Changes in debt ratings, however, may affect the applicable interest rate for DP&L’s revolving credit agreement. A one-step increase in DP&L’s credit rating reduces the facility’s interest rate by 0.38% and a one-step decrease in credit rating increases the facility’s interest rate by 0.38%. DP&L’s ability to use this revolving credit agreement is subject to the PUCO’s annual approval which expired on November 5, 2004. DP&L has filed an application to secure the PUCO’s continued authorization and that application is pending.

The Company received multiple credit rating downgrades for DPL and DP&L. Currently, DPL’s senior unsecured and DP&L’s senior secured debt credit ratings are as follows:

	DPL Inc.	DP&L	Outlook	Effective
Fitch Ratings	BB	BBB	Positive	November 2004
Moody’s Investors Service	Ba3	Baa3	Under review for possible upgrade	November 2004
Standard & Poor’s Corp.	BB-	BBB-	Negative	March 2004

As reflected above, DPL’s unsecured debt credit ratings are considered below investment grade.

There are no intercompany debt collateralizations or debt guarantees between DPL and its subsidiaries. None of the debt obligations of DPL or DP&L are guaranteed or secured by affiliates and no cross-collateralization exists between any subsidiaries.

Off-Balance Sheet Arrangements

DPL does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on DPL’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Long-term Obligations and Commercial Commitments

DPL enters into various contractual and other long-term obligations that may affect the liquidity of its operations. At September 30, 2004, these include:

	Payment Year
Long-term Obligations ($ in millions)	2004		2005 & 2006		2007 & 2008		Thereafter		Total
Long-term debt	$	—	$	27.8	$	551.6	$	1,546.2	$	2,125.6
Capital lease	0.2		1.4		1.4		1.5		4.5
Operating leases	0.8		0.4		—		—		1.2
Coal contracts	311.5		475.2		206.8		127.7		1,121.2
Other long-term obligations	12.2		18.1		0.5		—		30.8

Total long-term obligations	$	324.7	$	522.9	$	760.3	$	1,675.4	$	3,283.3

Long-term debt:

Long-term debt as of September 30, 2004, consists of First Mortgage Bonds, Guaranteed Air Quality Development Obligations, DPL unsecured notes and includes current maturities.

Capital lease:

As of September 30, 2004, the Company had one capital lease that expires September 2010.

Operating leases:

As of September 30, 2004, the Company had several operating leases with various terms and expiration dates.

Coal contracts:

Other long-term obligations:

As of September 30, 2004, DPL had various other long-term obligations including non-cancelable contracts to purchase goods and services with various terms and expiration dates.

DPL enters into various commercial commitments, which may affect the liquidity of its operations. At September 30, 2004, these include:

	Expiring Year
Commercial Commitments ($ in millions)	2004		2005 & 2006		2007 & 2008		Thereafter		Total
Credit facilities	$	—	$	100.0	$	—	$	—	$	100.0
Guarantees	—		17.8		—		—		17.8
Other long-term commitments	9.4		84.2		81.7		—		175.3
Total commercial commitments	$	9.4	$	202.0	$	81.7	$	—	$	293.1

Credit facilities:

Senior Notes due 2004, if needed. This facility was not used to provide partial funding of the retirement of the 6.82% series Senior Notes. In May 2004, the Company elected to terminate the term loan agreement.

Guarantees:

Other long-term commitments:

Market Risk

DPL’s financial results are subject to certain market risks, including changes in electricity, coal, environmental emissions, gas and other commodity prices; the effect of weather, increased competition and economic conditions in the sales area on retail sales volume; financial market condition; foreign currency market risk and adverse economic conditions.

Approximately 12 percent of DPL’s third quarter 2004 revenues were from sales of excess energy and capacity in the wholesale market. Energy and capacity in excess of the needs of existing retail customers is sold in the wholesale market when DPL can identify opportunities with positive margin. In the third quarter of 2004, sales of excess wholesale energy and capacity contributed $5.4 million in net electric margin. This compares to net electric margin from wholesale energy and capacity sales of $14.3 million in 2003 of which $6.6 million related to spot energy sales and $7.7 million related to peaking capacity. This decrease in net electric margin resulted from 32% fewer wholesale sales, increased average market prices for purchased power and lower capacity valuation. Wholesale sales in the third quarter of 2004 and 2003 were 891 Mwh and 1,319 Mwh, respectively. Purchased power costs per megawatt hour for the third quarter of 2004 and 2003 were $41.51 and $36.09, respectively.

For the nine months ended September 30, 2004, approximately 12 percent of DPL’s revenues were from sales of excess energy and capacity in the wholesale market. Energy and capacity in excess of the needs of existing retail customers is sold in the wholesale market when DPL can identify opportunities with positive margins. For the nine months ended September 30, 2004 sales of excess wholesale energy and capacity contributed $17.9 million in net electric margin. This compares to net electric margin from wholesale energy and capacity sales of $33.9 million in 2003 of which $23.7 million related to spot energy sales and $10.2 million related to peaking capacity. This decrease in net electric margin resulted from 13% fewer wholesale sales and increased average market prices for fuel (including emission allowances) and purchased power and lower capacity valuation. Wholesale sales for year-to-date 2004 and 2003 were 2,808 Mwh and 3,226 Mwh, respectively. Fuel costs per megawatt hour for year-to-date 2004 and 2003 were $17.74 and $15.93, respectively and wholesale purchased power costs per megawatt hour year-to-date 2004 and 2003 were $38.38 and $33.32, respectively.

Fuel and purchased power costs represented 44% of total operating costs in the third quarter of 2004 and 44% of total operating costs for the nine months ended September 30, 2004. DPL has contracted for all of its projected coal needs for 2004, at an estimated cost per Btu increase of approximately 15% over average 2003 levels. Purchased power costs depend, in part, upon the timing and extent of planned and unplanned outages of its generating capacity. DPL will purchase power on a discretionary basis when wholesale market conditions provide opportunities to obtain power at a cost below the Company’s internal production costs.

The carrying value of DPL’s debt was $2,130 million at September 30, 2004, consisting of DP&L’s First Mortgage Bonds, DP&L’s Guaranteed Air Quality Development Obligations, DP&L’s Capital Lease and DPL’s unsecured notes. The fair value of this debt was $2,227 million, based on current market prices or discounted cash flows using current rates for similar issues with similar terms and remaining maturities. The principal cash repayments and related weighted average interest rates by maturity date for long-term, fixed rate debt at September 30, 2004 are as follows:

	Long-term Debt
Expected Maturity Date	Amount ($ in millions)		Average Rate

2004	$	—	—
2005	13		7.5	%
2006	16		7.6	%
2007	452		8.2	%
2008	101		6.2	%
Thereafter	1,548		7.0	%
Total	$	2,130	7.2	%

Fair Value	$	2,227

In March 2004, DPL completed a $175 million private placement of unsecured 8% Series senior notes due March 2009. The proceeds from these notes, combined with internal funds provided by the financial asset portfolio and operations, were used to fund the retirement of $500 million of the 6.82% Series Senior Notes paid April 6, 2004.

The fair value of financial instruments held was $994.1 million and $1,031.6 million at September 30, 2004 and December 31, 2003, respectively. The market risk related to these financial instruments was estimated as the potential increase/decrease in fair value of approximately $99 million at September 30, 2004, resulting from a hypothetical 10% increase/decrease in the value of the underlying securities. DPL is also subject to foreign currency translation adjustments related to certain of its financial instruments. The foreign currency translation adjustments related to these financial instruments were estimated as the potential increase/decrease in fair value of approximately $22 million at September 30, 2004, resulting from a hypothetical 10% increase/decrease in the foreign currency exchange rates.

Financial Asset Portfolio

DPL’s financial assets of $955.9 million at September 30, 2004 are comprised of both public and private debt and equity securities, and are diversified both in terms of geography and industry. DPL’s financial asset investment objective, which began in 1995, has been and continues to be first, asset preservation, and second, earning an above market rate while seeking to mitigate risk through diversification.

Public securities comprise approximately 8% of the portfolio or $77.2 million at September 30, 2004, and are valued at current market price. Public securities include liquid public equities, including mutual funds comprised of S&P 500 Index and shorter-term fixed income and treasury securities.

Private securities are passive limited partnership interests in private equity funds managed by 27 investment firms, which in turn are managed by experienced investment professionals. DPL, along with other qualified investors, rely on the professionals managing the investment firms to make investment decisions with respect to investment of fund assets within a fund’s parameters and to manage such investments until exit.

Assets in the financial asset portfolio included in the consolidated balance sheets, are as follows:

$ in millions	At September 30, 2004		At December 31, 2003

Cash and temporary cash investments	$	68.0	$	136.6

Financial assets
Public securities	77.2		140.3
Private securities under the equity method	350.7		343.9
Private securities under the cost method	528.0		500.7
Total financial assets	955.9		984.9

Total Financial Asset Portfolio	$	1,023.9	$	1,121.5

Through 2008, DPL may be called upon to make additional investments in private equity funds if and as the funds make investments during their respective investment periods. At September 30, 2004, DPL could be required to invest up to an additional $175.3 million in existing limited partnership interests as compared to $353.5 million at September 30, 2003, but is not subscribing to additional private equity funds. The Company currently funds these investments from the return of previously invested capital and gains, with the aggregate capital invested expected to remain at less than $1 billion. The certainty of future investment opportunities by the funds and investment in the funds, as well as the rate of return of invested capital and gains, cannot be predicted. Investments by these investment firms are designed to be self-liquidating over time.

Since inception, the financial asset portfolio (excluding investment management fees of $123 million) has had cumulative gains of $689 million and cumulative losses of $340 million, with a net gain of $349 million as of September 30, 2004.

DPL holds limited partnership interests in private equity funds which have been organized and are managed by the following experienced investment firms:

Investment Firms		Location
Accel KKR		Palo Alto, CA
American Industrial Partners		New York, NY
Argos Soditic		Geneva, Switzerland
Bridgepoint Capital		London, England
Bruckmann Rosser and Sherrill & Co. LLC		New York, NY
Canterbury Capital Partners		New York, NY
Cravey, Green and Whalen Inc.		Atlanta, GA
Charterhouse Group International		New York, NY
Compass Partners International		London, England
CVC Capital Partners		London, England
DDJ Capital Management LLC		Boston, MA
Exxel Group		Buenos Aires, Argentina
Fremont Partners		San Francisco, CA
Freeman Spogli & Co.		Los Angeles, CA
GP Investimentos		Sao Paulo, Brazil
Hicks Muse Tate and Furst		Dallas, TX
Kelso Investment Associates		New York, NY
Kohlberg Kravis & Roberts & Co.		New York, NY
Lehman Brothers		New York, NY
Newbridge Capital		San Francisco, CA
TCW/Crescent Mezzanine LLC		Los Angeles, CA
Triumph Capital		Boston, MA
Trivest		Miami, FL
The Shansby Group		San Francisco, CA
Vestar Capital Partners		New York, NY
Warburg Pincus		New York, NY
Willis Stein & Partners		Chicago, IL

The private equity funds, in turn, are currently invested in approximately 500 companies which manufacture or provide a wide array of products and services to both businesses and consumers worldwide.

Approximately half of DPL’s investments in any single private equity funds are less than 5% of the fund. Rarely is DPL’s investment in any single private equity fund more than 10% of the fund.

The Company consults with the investment professionals of each firm on a periodic basis and is provided access to information regarding each fund’s investments, subject to applicable confidentiality agreements. As an investor in the funds, DPL receives annual financial statements for each private equity fund audited by recognized U.S. or international accounting firms.

DPL’s financial assets are broadly diversified in terms of concentration of investment in particular companies, industry sector and region. The geographic allocation of the financial assets included on the Consolidated Balance Sheet at September 30, 2004 is as follows:

Geographical Region		% of DPL Portfolio Holdings
Private Securities:
United States/Canada		51%
Europe		32%
Asia/Australia		7%
Latin America		2%

Total Private Securities		92%

Public Securities:
United States		8%

Total Financial Assets		100%

The industry sector allocation of the investments in limited partnerships included on the Consolidated Balance Sheet at September 30, 2004 is as follows:

Primary Sector		% of DPL Portfolio Holdings
Manufacturing		32%
Retail		12%
Services – Business/Consumer		11%
Software/IT Services		9%
Health Care Products		8%
Communications		7%
Media		5%
Finance/Insurance		4%
Building Products/Construction		4%
Energy		2%
Business Products		2%
Agriculture		1%
Entertainment		1%
Transportation		1%
Wholesale Distribution		1%

FACTORS THAT MAY AFFECT FUTURE RESULTS

This quarterly report and other documents that DPL files with the Securities and Exchange Commission (SEC) and other regulatory agencies, as well as other oral or written statements the Company may make from time to time, contain information based on management’s beliefs and include forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that involve a number of known and unknown risks, uncertainties and assumptions. These forward-looking statements are not guarantees of future performance, and there are a number of factors including, but not limited to, those listed below, which could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements. DPL does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements are identified by terms and phrases such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “continue”, “should”, “could”, “may”, “plan”, “project”, “predict”, “will”, and similar expressions.

Regulation/Competition

DPL operates in a rapidly changing industry with evolving industry standards and regulations. In recent years a number of federal and state developments aimed at promoting competition triggered industry restructuring. Regulatory factors, such as changes in the policies or procedures that set rates; changes in tax laws, tax rates, and environmental laws and regulations; changes in DPL’s ability to recover expenditures for environmental compliance, fuel and purchased power costs and investments made under traditional regulation through rates; and changes to the frequency and timing of rate increases, can affect the Company’s results of operations and financial condition. Additionally, financial or regulatory accounting principles or policies imposed by governing bodies can increase DPL’s operational and monitoring costs affecting its results of operations and financial condition.

In September 2003, the PUCO approved a Stipulation that provides the following: DP&L’s market development period will continue through December 31, 2005; retail generation rates will remain frozen at present levels; a credit issued to customers who elect competitive retail generation service will increase over two years; and a rate stabilization period from January 1, 2006 through December 31, 2008, during which DP&L’s retail generation rates in effect on January 1, 2004 will serve as market-based rates. The Stipulation also provides that beginning January 1, 2006, rates may be modified by up to 11% of generation rates, estimated at $75 million, to reflect increased costs associated with fuel, environmental compliance, taxes, regulatory changes, and security measures.

Changes in DPL’s customer base, including aggregation, has led to the entrance of competitors in the Company’s marketplace affecting its results of operations and financial condition. A new program began November 1, 2004

that is designed to assist DP&L residential customers to actively choose a new generation supplier. Customer participation in this program and its financial impact cannot be determined at this time.

Economic Conditions

Economic pressures, as well as changing market conditions and other factors related to physical energy and financial trading activities, which include price, basis, credit, liquidity, volatility, capacity, transmission, currency exchange rates and interest rates can have a significant effect on DPL’s operations and the operations of its retail, industrial and commercial customers.

Reliance on Third Parties

DPL relies on many suppliers for the purchase and delivery of inventory and components to operate its energy production and transmission functions. Unanticipated changes in DPL’s purchase processes may affect the Company’s business and operating results. In addition, the Company relies on others to provide professional services, such as, but not limited to investment management, actuarial calculations, internal audit services, payroll processing and various consulting services.

Operating Results Fluctuations

Future operating results could be affected and are subject to fluctuations based on a variety of factors, including but not limited to: unusual weather conditions; catastrophic weather-related damage; unscheduled generation outages; unusual maintenance or repairs; changes in coal costs, gas supply costs, or availability constraints; environmental compliance, including costs of compliance with existing and future environmental requirements; and electric transmission system constraints.

Employees

A majority of DP&L’s employees are under a collective bargaining agreement. If the Company is unable to negotiate future collective bargaining agreements, the Company could experience work stoppages, which may affect its business and operating results.

Regulatory Uncertainties and Litigation

In the normal course of business, the Company is subject to various lawsuits, actions, proceedings, claims and other matters asserted under laws and regulations. Additionally, the Company is subject to diverse and complex laws and regulations, including those relating to corporate governance, public disclosure and reporting and taxation, which are rapidly changing and subject to changes in the future. As described under Item 3 – Legal Proceedings, in the Company’s Form 10-K for the year ended December 31, 2003, the Company is also currently involved in various litigations in which the outcome is uncertain. Compliance with these rapid changes may substantially increase costs to DPL’s organizations and could affect its future operating results.

Internal Controls

As described under Item 1 – Business - Recent Developments, in the Company’s Form 10-K for the year ended December 31, 2003, a review by independent counsel to the Audit Committee of the Board of Directors of the Company has identified recommendations for improvement relating to some of the concerns raised by the Company’s Controller including, among other things, internal controls. In addition, as further described under Item 9A - Controls and Procedures, during their year-end review, the Company’s independent auditors identified and reported to management and the Audit Committee of the Board of Directors two material weaknesses and certain other matters involving internal control deficiencies considered to be reportable conditions under standards established by the Public Company Accounting Oversight Board (PCAOB). The material weaknesses include conditions related to (1) the Company’s process for recognizing an adjustment to the Company’s income tax provision to reflect a deductibility limitation under Section 162(m) with respect to executive deferred compensation distributions made during 2003 and (2) lack of effective communication in internal reporting of certain investment income that may lead to improper accounting of such transactions in accordance with generally accepted accounting principles.

The reportable conditions that are not believed to be a material weakness include conditions related to payroll processing, the quality and change control process for the preparation of SEC filings, management’s assessment of the Company’s internal controls, executive travel and entertainment expense reporting, the lack of a comprehensive controller function and segregation of duties for certain accounting transactions and activities.

The Company’s failure to timely improve any deficiencies in its internal controls and procedures could result in errors in its consolidated financial statements, adversely affect its ability to operate its business and hamper management’s ability to report on the effectiveness of its internal controls. The Company has taken steps to correct the internal control deficiencies identified and will further develop and enhance the Company’s internal control

DPL INC.

OPERATING STATISTICS

	Three Months Ended September 30,				Nine Months Ended September 30,
	2004		2003		2004		2003
Electric

Sales (millions of kWh)
Residential	1,301		1,356		3,922		3,851
Commercial	1,016		1,016		2,856		2,804
Industrial	1,161		1,140		3,338		3,281
Other retail	365		355		1,055		1,042
Total retail	3,843		3,867		11,171		10,978
Wholesale	957		1,390		2,978		3,400

Total	4,800		5,257		14,149		14,378

Revenues ($ in thousands)
Residential	$	117,277	$	120,972	$	341,856	$	335,192
Commercial	70,042		68,779		199,978		197,643
Industrial	60,153		57,888		169,128		167,906
Other retail	25,340		23,326		72,818		68,712
Total retail	272,812		270,965		783,780		769,453
Wholesale	36,851		51,619		107,901		119,096

Total	$	309,663	$	322,584	$	891,681	$	888,549

Electric customers at end of period	507,669		505,462		507,669		505,462

Item 3. Quantitative and Qualitative Disclosures about Market Risk

See the “Market Risk” section of Item 2.

Item 4. Controls and Procedures

For the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and interim Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and the interim Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Attached as exhibits 31.1 and 31.2 to this annual report are certifications of the Chief Executive Officer and the interim Chief Financial Officer required in accordance with Rule 13a-14 of the Exchange Act. This portion of the Company’s annual report includes the information concerning the controls evaluation referred to in the certifications and should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Except as described below, there were no changes in the Company’s internal control over financial reporting that occurred during the last quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. During their year-end review, KPMG LLP (KPMG), the Company’s independent accountants, identified and reported to management and the Audit Committee of the Board of Directors two material weaknesses and certain other matters involving internal control deficiencies considered to be reportable conditions under standards established by the Public Company Accounting Oversight Board (PCAOB). Reportable conditions are matters coming to the attention of the auditors that, in their judgment, relate to significant deficiencies in the design or operation of internal control and could adversely affect the organization’s ability to record, process, summarize and report financial data consistent with the assertions of management in the

financial statements. A material weakness is a reportable condition in which the design or operation of one or more internal control components does not reduce to a relatively low level the risk that errors or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions.

The two material weaknesses identified are:

(1) An ineffective process for recognizing an adjustment to the Company’s income tax provision to reflect a deductibility limitation under Section 162(m) for executive deferred compensation distributions made during 2003, including, without limitation, insufficient supporting documentation submitted to the Company’s tax department for purposes of calculating the income tax provision and the lack of effective communication between and among senior management, counsel and the Company’s tax and compensation experts. Absent review of specific deferred compensation records by the Company’s outside auditors, income tax balances for 2003 may have been improperly stated at December 31, 2003. Management concurred with KPMG’s observations relating to income tax reporting of executive compensation. The Company further evaluated its internal processes relating to executive compensation and has implemented internal control improvements in this area; and

(2) A complex and manual process for accounting and reporting transactions in the Company’s financial asset portfolio, including, (i) separate reporting structures for MVE accounting and corporate accounting that do not allow for a review of the entire process, (ii) the lack of a complete accounting manual for financial asset portfolio accounting that contemplates all investment transactions that occur on a regular basis and (iii) ineffective communication between the MVE and corporate accounting groups that does not ensure that all investment portfolio transactions are identified, accumulated and reported in accordance with generally accepted accounting principles. Specifically, in 2003 private equity fund distributions in the form of stock of underlying investments were initially accounted for by management entirely as return of capital transactions. A large element of each distribution should have been accounted for as income rather than a return of capital. As a result, results for the third quarter 2003 were required to be revised. Similar transactions in prior years were also accounted for inappropriately and were revised. Management concurred with KPMG’s observations relating to investment portfolio accounting and acknowledged the need for improvement. The Company further evaluated its accounting processes relating to its investment portfolio and has implemented internal control improvements in this area.

The reportable conditions that are not believed to be material weaknesses are conditions related to: (i) payroll processing and the fact that the Company has two separate payroll processes, one for the majority of personnel and one for the Company’s senior executives, (ii) the lack of a quality and change control process for the preparation and submission of SEC filings on Form 10-K and Form 10-Q, (iii) the lack of significant progress made by management in assessing the Company’s internal controls in preparation for Sarbanes-Oxley Section 404 implementation and KMPG’s belief that the Company will identify control weaknesses requiring remediation, (iv) the Company’s process for executive travel and entertainment expense reporting and reimbursement and the lack of sufficient supporting documentation for reported business expenses of certain executives to support deductibility for tax purposes, (v) the lack of a comprehensive controller function to monitor the accounting function in the Company and (vi) inadequate segregation of duties for certain accounting transactions and activities processed at the executive level, including payroll, benefit plans, other compensation plans, time and expense reporting by senior management and preparation and submission of SEC filings.

The material weaknesses and reportable conditions identified above, if unaddressed, could result in errors in the Company’s consolidated financial statements.

Management concurred with KPMG’s observations relating to payroll processing (particularly those relating to executive compensation), external reporting processes, and executive travel and entertainment expense reporting. The Company further evaluated these areas and implemented appropriate internal control improvements.

Management acknowledged KPMG’s observations relating to Sarbanes-Oxley Section 404 implementation and increased resources dedicated to this effort. Additionally, the Company has improved its communications both within the organization and with KPMG regarding the status of the implementation process, project scope, preliminary results and remediation efforts. Management also acknowledged the need for a more comprehensive controller function. The Company reviewed the accounting processes performed outside the corporate controller’s area and reassigned responsibility for these processes as deemed appropriate for improved internal controls. Finally, management concurred with KPMG’s observations regarding segregation of duties related to specific activities performed by the prior interim chief financial officer and acknowledged that improvements were needed in

OHIO		31-1163136
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

		DPL INC.
		(Registrant)


Date:	November 15, 2004	/s/ James V. Mahoney
		James V. Mahoney
		President and Chief Executive Officer
		(principal executive officer)


	November 15, 2004	/s/ Pamela Holdren
		Pamela Holdren
		Treasurer and interim Chief Financial Officer (principal
		financial and principal accounting officer)


	November 15, 2004	/s/ Daniel L. Thobe
		Daniel L. Thobe
		Corporate Controller

Item 1. Financial Statements

For the nine months ended September 30, 2004, general taxes decreased $3.4 million compared to the same period of the prior year primarily resulting from a $4.0 million 2003 excise tax expense that will not recur in 2004.

Investment Income (Loss)

Interest Expense

Other Income (Deductions)

Income Tax Expense

Cumulative Effect of Accounting Change

Financial Asset Portfolio

Item 3. Quantitative and Qualitative Disclosures about Market Risk