UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 8, 2016
| Commission | Registrant, State of Incorporation | Employer |
| File Number | Address and Telephone Number | Identification No. |
| 1-9052 | DPL INC. | 31-1163136 |
| | (An Ohio corporation) | |
| | 1065 Woodman Drive | |
| | Dayton, Ohio 45432 | |
| | 937-224-6000 | |
| 1-2385 | THE DAYTON POWER AND LIGHT COMPANY | 31-0258470 |
| | (An Ohio corporation) | |
| | 1065 Woodman Drive | |
| | Dayton, Ohio 45432 | |
| | 937-224-6000 | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On August 8, 2016, The Dayton Power and Light Company (“DP&L”) disclosed certain information to third parties relating to, among other matters, the planned legal separation of its electric transmission and distribution business and its electric generation business (the “Disclosed Materials”). Included in the Disclosed Materials is select financial information for DP&L’s electric transmission and distribution business. A copy of presentation slides containing Disclosed Materials is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Disclosed Materials include reference to Adjusted EBITDA, which is a financial measure that is not presented in accordance with generally accepted accounting principles in the United States (“GAAP”). DP&L believes Adjusted EBITDA is a measure commonly used by analysts and investors to evaluate the performance of companies in its industry. DP&L’s use of the term Adjusted EBITDA may differ from that of others in its industry. Adjusted EBITDA should not be considered as an alternative to net income (loss), operating income or any other performance measures derived in accordance with GAAP, as measures of operating performance or operating cash flows or as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should be considered in conjunction with, and not as a substitute for, results as reported under GAAP. The Disclosed Materials in Exhibit 99.1 to this Current Report on Form 8-K include a reconciliation of Adjusted EBITDA to net income (loss) for the periods presented.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Disclosed Materials |
Forward-Looking Statements
This current report and the information incorporated by reference herein contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements include, but are not limited to, statements regarding management’s intents, beliefs and current expectations and typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” “forecast,” “target,” “will,” “intend,” “believe,” “project,” “estimate,” “plan” and similar words. Such forward-looking statements include, but are not limited to, those related to the planned legal separation of DP&L’s electric transmission and distribution business and its electric generation business, management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute current expectations based on reasonable assumptions. Forecasted financial information is based on certain material assumptions. These assumptions include, but are not limited to, accurate projections of regulatory rates, future interest rates, commodity prices, continued normal levels of operating performance and electricity volume at distribution companies and operational performance at generation businesses consistent with historical levels, as well as achievements of planned productivity improvements and incremental growth investments at normalized investment levels and expected rates of return.
Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actualresults are discussed in DPL Inc.’s (“DPL”) and DP&L’s filings with the Securities and Exchange Commission, including, but not limited to, the risks discussed under Item 1A “Risk Factors” in DPL’s and DP&L’s 2015 Annual Report on Form 10-K. Readers are encouraged to read DPL’s and DP&L’s filings to learn more about the risk factors associated with DPL’s and DP&L’s businesses. DPL and DP&L undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any security holder who desires copies of the DPL or DP&L’s periodic reports filed with the Securities and Exchange Commission may obtain copies (excluding Exhibits) without charge by addressing a request to the Office of the Corporate Secretary, DPL Inc., 1065 Woodman Drive, Dayton, Ohio 45432. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made. Copies of such reports also may be obtained by visiting DPL’s website at www.dplinc.com.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | DPL INC. | |
| | | | |
| | | | |
| Date: August 8, 2016 | By: | /s/ Judi L. Sobecki | |
| | Name: | Judi L. Sobecki | |
| | Title: | General Counsel and Secretary | |
| | The Dayton Power and Light Company | |
| | | | |
| | | | |
| Date: August 8, 2016 | By: | /s/ Judi L. Sobecki | |
| | Name: | Judi L. Sobecki | |
| | Title: | Vice President, General Counsel and Secretary | |
