UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-9052
DPL INC.
(Exact name of registrant as specified in its charter)
OHIO 31-1163136
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Courthouse Plaza Southwest, Dayton, Ohio 45402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 513-224-6000
Securities registered pursuant to Section 12(b) of the Act:
Outstanding at Name of each exchange
Title of each class February 28, 1995 on which registered
------------------- ----------------- ---------------------
Common Stock $0.01 par value and 106,951,623 New York Stock Exchange
Preferred Share Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. (X)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES (X) NO ( )
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 28, 1995 was $2,232,615,130.00 based on the closing
price of $20 7/8 on such date.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II incorporate by reference the registrant's 1994 Annual Report to
Shareholders.
Portions of the definitive Proxy Statement dated March 1, 1995, relating to the
1995 Annual Meeting of Shareholders of the registrant, are incorporated by
reference into Part III.
PART I
------
Item 1 - BUSINESS*
DPL INC.
DPL Inc. was organized in 1985 under the laws of the State
of Ohio to engage in the acquisition and holding of securities of
corporations for investment purposes. The executive offices of
DPL Inc. are located at Courthouse Plaza Southwest, Dayton, Ohio
45402 - telephone (513) 224-6000.
DPL Inc.'s principal subsidiary is The Dayton Power and
Light Company ("DP&L"). DP&L is a public utility incorporated
under the laws of Ohio in 1911. Located in West Central Ohio, it
furnishes electric service to 470,000 retail customers in a
24 county service area of approximately 6,000 square miles and
furnishes natural gas service to 290,000 customers in 16 counties.
In addition, DP&L provides steam heating service in downtown
Dayton, Ohio. DP&L serves an estimated population of 1.2 million.
Principal industries served include electrical machinery,
automotive and other transportation equipment, non-electrical
machinery, agriculture, paper, rubber and plastic products. DP&L's
sales reflect the general economic conditions and seasonal weather
patterns of the area. In 1994, electric revenues increased 5% with
a 2% growth in retail sales reflecting the continued strength of
the West Central Ohio economy. Gas revenues decreased 3% in 1994.
An overall sales increase of 1% reflected strong sales to
transportation gas customers despite mild temperatures in late
1994. During 1994, cooling degree days were 5% above the twenty
year average and 1% above 1993. Heating degree days in 1994 were
2% below the thirty year average and 5% below 1993. Sales patterns
will change in future years as weather and the economy fluctuate.
Subsidiaries of DP&L include MacGregor Park Inc., an owner
and developer of real estate; and DP&L Community Urban
Redevelopment Corporation, the owner of a downtown Dayton office
building.
Other subsidiaries of DPL Inc. include Miami Valley
CTC, Inc., which provides transportation services to DP&L and
another unaffiliated Dayton-based company; Miami Valley Leasing,
which leases vehicles, communications equipment and other
miscellaneous equipment, owns real estate and has, for financial
investment purposes, acquired limited partnership interests in
natural gas storage facilities. Miami Valley Resources, Inc.
("MVR"), a natural gas supply management company; Miami Valley
Lighting, Inc., a street lighting business; Miami Valley Insurance
Company, an insurance company for DPL Inc. and its subsidiaries;
and Miami Valley Development Company, which is engaged in the
business of technology research and development.
* Unless otherwise indicated, the information given in "Item 1 -
BUSINESS" is current as of March 24, 1995. No representation
is made that there have not been subsequent changes to such
information.
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DPL Inc. and its subsidiaries are exempt from
registration with the Securities and Exchange Commission under
the Public Utility Holding Company Act of 1935 because its
utility business operates solely in the State of Ohio.
DPL Inc. and its subsidiaries employed 3,078 persons as
of December 31, 1994, of which 2,578 are full-time employees and
500 are part-time employees.
Information relating to industry segments is contained
in Note 12 of Notes to Consolidated Financial Statements on
page 26 of the registrant's 1994 Annual Report to Shareholders
("1994 Annual Report"), which Note is incorporated herein by
reference.
COMPETITION
DPL Inc. competes through its principal subsidiary,
DP&L, with privately and municipally owned electric utilities
and rural electric cooperatives, natural gas suppliers and other
alternate fuel suppliers. DP&L competes on the basis of price
and service.
Like other utilities, DP&L from time to time may have
electric generating capacity available for sale to other
utilities. DP&L competes with other utilities to sell
electricity provided by such capacity. The ability of DP&L to
sell this electricity will depend on how DP&L's price, terms and
conditions compare to those of other utilities. In addition,
from time to time, DP&L also makes power purchases from
neighboring utilities.
In an increasingly competitive energy environment,
cogenerated power may be used by customers to meet their own
power needs. Cogeneration is the dual use of a form of energy,
typically steam, for an industrial process and for the
generation of electricity. The Public Utilities Regulatory
Policies Act of 1978 ("PURPA") provides regulations that govern
the purchases of excess electric energy from cogeneration and
small power production facilities that have obtained qualifying
status under PURPA.
The National Energy Policy Act of 1992 which reformed the
Public Utilities Holding Company Act of 1935, allows the federal
government to mandate access by others to a utility's electric
transmission system and may accelerate competition in the supply
of electricity.
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MVR, established in 1986 as a subsidiary of DPL Inc., acts
as a broker in arranging and managing natural gas supplies for
business and industry. Deliveries of natural gas to MVR
customers can be made through DP&L's transportation system, or
another transportation system, on the same basis as deliveries
to customers of other gas brokerage firms. Customers with
alternate fuel capability can continue to choose between natural
gas and their alternate fuel based upon overall economics.
DP&L provides transmission and wholesale electric to 12
municipal customers which distribute electricity within their
corporate limits. In 1994, 11 of these municipal customers
signed new 20-year service agreements, which have been filed
with the Federal Energy Regulatory Commission (the "FERC"), with
approval expected in 1995. The twelfth municipal customer
signed a 20-year agreement, approved by the FERC on February 13,
1995, that allows DP&L to supply 97% of its power requirements.
In addition to these municipal customers, DP&L maintains an
interconnection agreement with one municipality which has the
capability to generate all or a portion of its energy
requirements. Sales to municipalities represented 1.3% of total
electricity sales in 1994.
General deregulation of the natural gas industry has
continued to prompt the influence of market competition as the
driving force behind natural gas procurement. The maturation of
the natural gas spot market in combination with open access
interstate transportation provided by pipelines has provided
DP&L, as well as its end-use customers, with an array of
procurement options. Customers with alternate fuel capability
can continue to choose between natural gas and their alternate
fuel based upon overall economics. Therefore, demand for
natural gas purchased from DP&L or purchased elsewhere
transported to the end-use customer by DP&L could fluctuate
based on the economics of each in comparison with changes in
alternate fuel prices. For DP&L, price competition and
reliability among both natural gas suppliers and interstate
pipeline sources are major factors affecting procurement
decisions.
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CONSTRUCTION AND FINANCING PROGRAM OF DPL INC.
1995-1999 Construction Program
------------------------------
The estimated construction additions for the years
1995-1999 are set forth below:
Estimated
1995 1996 1997 1998 1999 1995-1999
---- ---- ---- ---- ---- ---------
millions
Electric generation and
transmission commonly
owned with neighboring
utilities................ $ 18 $ 26 $ 36 $ 32 $ 36 $148
Other electric
generation and
transmission facilities.. 31 36 32 32 32 163
Electric distribution...... 23 40 37 35 35 170
General.................... 2 2 2 2 2 10
Gas, steam and other
facilities............... 15 15 15 15 16 76
---- ---- ---- ---- ---- ----
Total construction..... $ 89 $119 $122 $116 $121 $567
Estimated construction costs over the next five years
average $113 million annually which is less than the projected
depreciation expense over the same period.
The construction program includes plans for the
construction of a series of 75 MW combustion turbine generating
units, the first of which is scheduled for completion in Summer
1995.
Construction plans are subject to continuing review and
are expected to be revised in light of changes in financial and
economic conditions, load forecasts, legislative and regulatory
developments and changing environmental standards, among other
factors. DP&L's ability to complete its capital projects and
the reliability of future service will be affected by its
financial condition, the availability of external funds at
reasonable cost and adequate and timely rate increases.
See ENVIRONMENTAL CONSIDERATIONS for a description of
environmental control projects and regulatory proceedings which
may change the level of future construction additions. The
potential impact of these events on DP&L's operations cannot be
estimated at this time.
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1995-1999 Financing Program
---------------------------
DP&L will require a total of $76 million during the
next five years for bond maturities and sinking funds in
addition to any funds needed for the construction program.
DPL Inc. will require an additional $9 million for mandatory
redemptions.
At year-end 1994, DPL Inc. had a cash and temporary
investment balance of $96 million. Proceeds from temporary cash
investments, together with internally generated cash and future
outside financings, will provide for the funding of the
construction program, sinking funds and general corporate
requirements.
In March 1994, DPL Inc. issued 3,200,000 shares of
common stock through a public offering. Proceeds from the sale
were used in connection with the redemption of all outstanding
shares of DP&L's Preferred Stock Series D, E, F, H and I.
During late 1992 and early 1993, DP&L took advantage of
favorable market conditions to reduce its cost of debt and
extend first mortgage bond maturities through early refundings.
Overall, five new series of First Mortgage Bonds were issued,
aggregating approximately $766 million with an average interest
rate of 7.9%. The proceeds were used to redeem a similar
principal amount of debt securities with an average interest
rate of 8.7% The amounts and timings of future financings will
depend upon market and other conditions, rate increases, levels
of sales and construction plans.
In November 1989, DPL Inc. entered into a revolving
credit agreement ("the Credit Agreement") with a consortium of
banks renewable through 1998 which allows total borrowings by
DPL Inc. and its subsidiaries of $200 million. DP&L has
authority from the Public Utilities Commission of Ohio (the
"PUCO") to issue short term debt up to $200 million with a
maximum debt limit of $300 million including loans from DPL Inc.
under the terms of the Credit Agreement. At December 31, 1994,
DPL Inc. had no outstanding borrowings under this Credit
Agreement. DP&L also has $97 million available in short term
informal lines of credit At year-end, DP&L had no borrowings
outstanding from these lines of credit and no commercial paper
outstanding.
Under DP&L's First and Refunding Mortgage, First
Mortgage Bonds may be issued on the basis of (i) 60% of unfunded
property additions, subject to net earnings, as defined, being
at least two times interest on all First Mortgage Bonds
I-5
outstanding and to be outstanding, and (ii) 100% of retired
First Mortgage Bonds. DP&L anticipates that, during 1995-99, it
will be able to issue sufficient First Mortgage Bonds to satisfy
its long-term debt requirements in connection with the financing
of its construction and refunding programs discussed above.
The maximum amount of First Mortgage Bonds which may be
issued in the future will fluctuate depending upon interest
rates, the amounts of bondable property additions, earnings and
retired First Mortgage Bonds. There are no coverage tests for
the issuance of preferred stock under DP&L's Amended Articles of
Incorporation.
ELECTRIC OPERATIONS AND FUEL SUPPLY
DP&L's present winter generating capability is
3,053,000 KW. Of this capability, 2,843,000 KW (approximately
93%) is derived from coal-fired steam generating stations and
the balance consists of combustion turbine and diesel-powered
peaking units. Approximately 87% (2,472,000 KW) of the existing
steam generating capability is provided by certain units owned
as tenants in common with the Cincinnati Gas & Electric Company
("CG&E") or with CG&E and Columbus Southern Power Company
("CSP"). Under the agreements among the companies, each company
owns a specified undivided share of each facility, is entitled
to its share of capacity and energy output, and has a capital
and operating cost responsibility proportionate to its ownership
share.
A merger agreement between CG&E and PSI Resources, Inc.
to form CINergy Corp. was pending from late 1992 to October
1994. The merger was approved by the FERC on October 3, 1994
and by the SEC on October 21, 1994. A settlement agreement
between DP&L, CG&E, PSI Resources and CINergy Corp. resolved
DP&L's concerns regarding the impact of the merger on the
operations of its commonly owned generating units.
The remaining steam generating capability (371,000 KW)
is derived from a generating station owned solely by DP&L.
DP&L's all time net peak load was 2,824,000 KW, which occurred
in June 1994. The present summer generating capability is
3,017,000 KW.
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GENERATING FACILITIES
---------------------
MW Rating
--------------
Owner- Operating DP&L
Station ship* Company Location Portion Total
----------- ----- --------- --------------- ------- -----
Coal Units
----------
Hutchings W DP&L Miamisburg, OH 371 371
Killen C DP&L Wrightsville, OH 402 600
Stuart C DP&L Aberdeen, OH 820 2,340
Conesville-Unit 4 C CSP Conesville, OH 129 780
Beckjord-Unit 6 C CG&E New Richmond, OH 210 420
Miami Fort-
Units 7&8 C CG&E North Bend, OH 360 1,000
East Bend-Unit 2 C CG&E Rabbit Hash, KY 186 600
Zimmer C CG&E Moscow, OH 365 1,300
Combustion Turbines or Diesel
-----------------------------
Hutchings W DP&L Miamisburg, OH 32 32
Yankee Street W DP&L Centerville, OH 144 144
Monument W DP&L Dayton, OH 12 12
Tait W DP&L Dayton, OH 10 10
Sidney W DP&L Sidney, OH 12 12
* W = Wholly Owned; C = Commonly Owned
In order to transmit energy to their respective systems
from their commonly-owned generating units, the companies have
constructed and own, as tenants in common, 847 circuit miles of
345,000-volt transmission lines. DP&L has several
interconnections with other companies for the purchase, sale and
interchange of electricity.
DP&L derived over 99% of its electric output from
coal-fired units in 1994. The remainder was derived from units
burning oil or natural gas which were used to meet peak demands.
DP&L estimates that approximately 65-85% of its coal
requirements for the period 1995-1999 will be obtained through
long-term contracts, with the balance to be obtained by spot
market purchases. DP&L has been informed by CG&E and CSP
through the procurement plans for the commonly owned units
operated by them that sufficient coal supplies will be available
during the same planning horizon.
I-7
The prices to be paid by DP&L under its long-term coal
contracts are subject to adjustment in accordance with various
indices. Each contract has features that will limit price
escalations in any given year.
The total average price per million British Thermal
Units ("MMBTU") of coal received was $1.39/MMBTU in 1994 and
$1.46/MMBTU in 1993 and 1992.
The average fuel cost per kWh generated of all fuel
burned for electric generation (coal, gas and oil) for the year
was 1.42 cents which represents a decrease from 1.43 cents in
1993 and 1.48 cents in 1992. Through the operation of a fuel
cost adjustment clause applicable to electric sales, the
increases and decreases in fuel costs are reflected in customer
rates on a timely basis. See RATE REGULATION AND GOVERNMENT
LEGISLATION and ENVIRONMENTAL CONSIDERATIONS.
GAS OPERATIONS AND GAS SUPPLY
DP&L has long-term firm pipeline transportation
agreements with ANR Gas Pipeline Company ("ANR"), Texas Gas
Transmission Corporation ("Texas Gas"), Panhandle Eastern Pipe
Line Company ("Panhandle"), Columbia Gas Transmission
Corporation ("Columbia") and Columbia Gulf Transmission
Corporation for varying terms up to late 2004. Along with firm
transportation services, DP&L has approximately 16 billion cubic
feet of firm storage service with various pipelines. DP&L also
maintains and operates four propane-air plants with a daily
rated capacity of approximately 70,000 thousand cubic feet
("MCF") of natural gas.
In addition, DP&L is interconnected with CNG
Transmission Corporation and Texas Eastern Transmission
Corporation. These interconnections with various interstate
pipelines provide DP&L the opportunity to purchase
competitively-priced natural gas supplies and pipeline
services. DP&L purchases its natural gas supplies using a
portfolio approach that minimizes price risks and ensures
sufficient firm supplies, at peak demand times. The portfolio
consists of long-term, short-term and spot supply agreements.
In 1994, firm agreements provided approximately 95% of total
supply, with the remaining supplies purchased on a
spot/short-term basis.
In April 1992, the FERC issued Order No. 636
("Order 636") amending its regulations governing the service
obligations, rate design and cost recovery of interstate
pipelines. DP&L's interstate pipeline suppliers have received
approval from FERC to implement their restructuring plans to
comply with the regulations.
I-8
In January 1994, DP&L, the Staff of the PUCO and the
Office of the Ohio Consumers' Counsel submitted to the PUCO an
agreement which resolved issues relating to the recovery of
Order 636 "transition costs" to be billed to DP&L by FERC
natural gas interstate pipeline companies. The agreement, which
was approved by the PUCO on July 14, 1994, provides for the full
recovery of these transition costs from DP&L's customers. The
interstate pipelines will file with the FERC for authority to
recover these transition costs, the exact magnitude of which has
not been established.
In 1994, DP&L purchased natural gas at an estimated
average price of $3.34 per MCF, compared to $3.65 per MCF in
1993 and $3.31 per MCF in 1992. Through the operation of a
natural gas cost adjustment clause applicable to gas sales,
increases and decreases in DP&L's natural gas costs are
reflected in customer rates on a timely basis. SEE RATE
REGULATION AND GOVERNMENT LEGISLATION.
The PUCO supports open access, nondiscriminatory
transportation of natural gas by the state's local distribution
companies for end-use customers. The PUCO has guidelines to
provide a standardized structure for end-use transportation
programs which requires a tariff providing the prices, terms and
conditions for such service. DP&L has an approved tariff which
provides transportation service to 300 end-use customers,
delivering a total quantity of 15,146,664 MCF.
On July 31, 1991, Columbia Gas System Inc. and
Columbia, one of DP&L's major pipeline suppliers, filed separate
Chapter 11 petitions in U.S. Bankruptcy Court. The bankruptcy
court permitted Columbia to break approximately 4,500 long-term
natural gas contracts with upstream suppliers. The Court also
granted approval of an agreement between the customers and
Columbia which assures the continuation of all firm service
agreements (including storage) through the winter of 1993, with
year-to-year continuation unless adequate notice is provided.
After extensive litigation, the U.S. Supreme Court denied an
appeal by the Unsecured Creditors Committee from the third
Circuit Court of Appeals decision to treat take-or-pay refunds
as being outside of the Columbia estate, and thus refundable to
customers. DP&L has received all post petition take-or-pay
refunds ordered by the Third Circuit. Pre-petition take-or-pay
refunds will remain in the estate until a plan of reorganization
is approved.
I-9
On June 24, 1994, the U.S. Court of Appeals for the
District of Columbia Circuit decided in favor of Columbia's
customers by holding that a 1985 settlement between the parties
should have prohibited Columbia from collecting pre-1987
upstream take-or-pay costs from its customers. FERC has been
ordered by the Court of Appeals to determine the actual amount
of the refund due to DP&L and other customers. Such refunds
will remain in the bankruptcy estate until a plan of
reorganization is approved.
The parties to the bankruptcy are currently evaluating
Columbia's proposed plan of reorganization. Based upon a July
1993 FERC order disallowing the recovery of natural gas producer
contracts rejected in the bankruptcy case, DP&L does not expect
the bankruptcy proceedings to have a material adverse effect on
its earnings or competitive position.
On October 6, 1994, the PUCO authorized DP&L's plan to
use pipeline supplier refunds to partially offset transition
cost billings to natural gas customers. This approval will help
stabilize gas costs while continuing to ensure DP&L's full
recovery of transition costs.
RATE REGULATION AND GOVERNMENT LEGISLATION
DP&L's sales of electricity, natural gas and steam to
retail customers are subject to rate regulation by the PUCO and
various municipalities. DP&L's wholesale electric rates to
municipal corporations and other distributors of electric energy
are subject to regulation by FERC under the Federal Power Act.
Ohio law establishes the process for determining rates
charged by public utilities. Regulation of rates encompasses
the timing of applications, the effective date of rate
increases, the cost basis upon which the rates are based and
other related matters. Ohio law also establishes the Office of
the Ohio Consumers' Counsel (the "OCC"), which has the authority
to represent residential consumers in state and federal judicial
and administrative rate proceedings.
DP&L's electric and natural gas rate schedules contain
certain recovery and adjustment clauses subject to periodic
audits by, and proceedings before, the PUCO. Electric fuel and
gas costs are expensed as recovered through rates.
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Ohio legislation extends the jurisdiction of the PUCO
to the records and accounts of certain public utility holding
company systems, including DPL Inc. The legislation extends the
PUCO's supervisory powers to a holding company system's general
condition and capitalization, among other matters, to the extent
that they relate to the costs associated with the provision of
public utility service. Additionally, the legislation requires
PUCO approval of (i) certain transactions and transfers of
assets between public utilities and entities within the same
holding company system, and (ii) prohibits investments by a
holding company in subsidiaries which are not public utilities
in an amount in excess of 15% of the aggregate capitalization of
the holding company on a consolidated basis at the time such
investments are made.
In April 1991, DP&L filed an application with the PUCO
to increase its electric rates to recover costs associated with
the construction of the William H. Zimmer Generating Station
("Zimmer"), earn a return on DP&L's investment and recover the
current costs of providing electric service to its customers.
In November 1991, DP&L entered into a settlement agreement with
various consumer groups resolving all issues in the case. The
PUCO approved the agreement on January 22, 1992. Pursuant to
that agreement, new electric rates took effect February 1, 1992,
January 2, 1993 and January 3, 1994. The agreement also
established a baseline return on equity of 13% (subject to
upward adjustment) until DP&L's next electric rate case. In the
event that the DP&L's return exceeds the allowed return by
between one and two percent, then one half of the excess return
will be used to reduce the unrecovered cost of demand-side
management ("DSM") programs. Any return that exceeds the
allowed return by more than two percent will be entirely
credited to these programs. Amounts deferred during the
phase-in period, including carrying charges, will be capitalized
and recovered over seven years commencing in 1994. Deferrals
were $58 million in 1992 and $28 million in 1993. The recovery
in 1994, net of additional carrying cost deferrals, was
$10 million. The phase-in plan meets the requirements of the
Financial Accounting Standards Board ("FASB") Statement No. 92.
In addition, DP&L agreed to undertake cost-effective
demand-side management ("DSM") programs with an average annual
cost of $15 million for four years commencing in 1992. The
amount recoverable through rates was $4.6 million in 1992, and
$7.8 million in subsequent years. The difference between
expenditures and amounts recovered through rates is deferred and
is eligible for recovery in future rates in accordance with
existing PUCO rulings.
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In March 1991, the PUCO granted DP&L the authority to
defer interest charges, net of income tax, on its 28.1%
ownership investment in Zimmer from the March 30, 1991,
commercial in-service date through January 31, 1992. Deferred
interest charges on the investment in Zimmer have been adjusted
to a before tax basis in 1993 as a result of FASB Statement
No. 109. Amounts deferred are being amortized over the life of
the plant.
Regulatory deferrals on the balance sheet were:
Dec. 31 Dec. 31
1994 1993
------- -------
--millions--
Phase-in $ 75.9 $ 85.8
DSM 31.9 20.3
Deferred interest - Zimmer 61.0 63.7
------ ------
Total $168.8 $169.8
====== ======
In 1989 the PUCO approved rules for the implementation
of a comprehensive Integrated Resource Planning ("IRP") program
for all investor-owned electric utilities in Ohio. Under this
program, each utility is required to file an IRP as part of its
Long Term Forecast Report ("LTFR"). The IRP requires each
utility to evaluate available demand-side resource options in
addition to supply-side options to determine the most
cost-effective means for satisfying customer requirements. The
rules currently allow a utility to apply for deferred recovery
of DSM program expenditures and lost revenues between LTFR
proceedings. Ultimate recovery of expenditures is contingent on
review and approval of such programs as cost-effective and
consistent with the most recent IRP proceeding. The rules also
allow utilities to submit alternative proposals for the recovery
of DSM programs and related costs.
In 1991 the PUCO issued a Finding and Order which
encourages electric utilities to undertake the competitive
bidding of new supply-side energy projects. The policy also
encourages utilities to provide transmission grid access to
those supply-side energy providers awarded bids by utilities.
Electric utilities are permitted to bid on their own proposals.
The PUCO has issued for comment proposed rules for competitive
bidding but has not issued final rules at this time.
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DP&L has in place a percentage of income payment plan
("PIPP") for eligible low-income households as required by the
PUCO. This plan prohibits disconnections for nonpayment of
customer bills if eligible low-income households pay a specified
percentage of their household income toward their utility bill.
The PUCO has approved a surcharge by way of a temporary base
rate tariff rider which allows companies to recover arrearages
accumulated under PIPP. In 1993 DP&L reached a settlement with
the PUCO staff, the Office of the Ohio Consumers' Counsel and
the Legal Aid Society to provide new and expanded programs for
PIPP eligible customers. The expanded programs include greater
arrears crediting, lower monthly payments, educational programs
and information reports. In exchange, DP&L may accelerate
recovery of PIPP and pre-PIPP arrearages and recover program
costs. The settlement also established a four year moratorium
on changes to the program. The PUCO approved the settlement on
December 2, 1993. Pursuant to the terms of the settlement, DP&L
filed an application on January 21, 1994 to lower its PIPP
rate. The application was approved by the PUCO on March 24,
1994.
DP&L initiated a competitive bidding process in January
1993 for the construction of up to 140 MW of electric peaking
capacity and energy by 1997. Through an Ohio Power Siting Board
("OPSB") investigative process, DP&L's self-built option was
evaluated to be the least cost option. On March 7, 1994, the
OPSB approved DP&L's applications for up to three combustion
turbines and two natural gas supply lines for the proposed site.
The OPSB issued rules on March 22, 1993 to provide
electric and magnetic field information in applications for
construction of major generating and transmission facilities.
DP&L has addressed the topics covered by the new rules in all
recent projects. One utility requested a rehearing on the rules
which was denied by the OPSB on May 24, 1993. At this time DP&L
cannot predict the ultimate impact on timing and costs
associated with the siting of new transmission lines.
In March 1994, Governor Voinovich appointed
Commissioner Jolynn Barry-Butler to a second five-year term as
PUCO commissioner, which began April 12, 1994. Also, on
February 7, 1995 Governor Voinovich appointed Ronda H. Fergus,
currently director of the PUCO's Telecommunications Division, to
the PUCO for a five year term commencing April 11, 1995, pending
approval by the Senate of the State of Ohio.
On February 22, 1994 a bill was introduced in the State
of Ohio House of Representatives which, if approved, would give
electric consumers the opportunity to obtain "retail" and
"wholesale at retail" services from electric suppliers other
than their current supplier. The bill was not reported out of
Committee.
I-13
On June 1, 1994, DP&L filed its natural gas LTFR with
the PUCO. DP&L filed its electric LTFR with the PUCO on
June 15, 1994. An IRP filed as part of the electric LTFR
included plans for the construction of a series of 75 MW
combustion turbine generating units, the first of which is
scheduled for completion in June 1995, and also the
implementation of DSM programs.
ENVIRONMENTAL CONSIDERATIONS
The operations of DP&L, including the commonly owned
facilities operated by DP&L, CG&E and CSP, are subject to
federal, state, and local regulation as to air and water
quality, disposal of solid waste and other environmental
matters, including the location, construction and initial
operation of new electric generating facilities and most
electric transmission lines. DP&L expended $9 million for
environmental control facilities during 1994. The possibility
exists that current environmental regulations could be revised
which could change the level of estimated 1995-1999 construction
expenditures. See CONSTRUCTION AND FINANCING PROGRAM OF
DPL INC.
Air Quality
-----------
Changing environmental regulations continue to increase
the cost of providing service in the utility industry. The
Clean Air Act Amendments of 1990 (the "Act") will limit sulfur
dioxide and nitrogen oxide emissions nationwide. The Act will
restrict emissions in two phases with Phase I compliance
completed by 1995 and Phase II completed by 2000. Final
regulations were issued by the U.S. EPA on January 11, 1993.
These regulations are consistent with earlier Act restrictions
and do not change the expected costs of compliance of DP&L.
DP&L's environmental compliance plan ("ECP") was
approved by the PUCO on May 6, 1993. Phase I requirements are
met by switching to lower sulfur coal at several commonly owned
electric generating facilities and increasing existing scrubber
removal efficiency. Cost estimates to comply with Phase I of
the Act are approximately $10 million in capital expenditures.
Phase II requirements can be met primarily by switching to lower
sulfur coal at all non-scrubbed coal-fired electric generating
units. Overall compliance is projected to have a minimal 1% to
2% approximate price impact. DP&L anticipates that costs to
comply with the Act will be eligible for recovery in future fuel
hearings and other regulatory proceedings. The PUCO is expected
I-14
to initiate a hearing in 1995 to review DP&L's Phase I
compliance plans. DP&L is currently in the process of updating
its ECP and anticipates submitting it to the PUCO in the second
half of 1995.
In December 1988, the United States Environmental
Protection Agency ("U.S. EPA") notified the State of Ohio that
the portion of its State Implementation Plan ("SIP") dealing
with sulfur dioxide emission limitations for Hamilton County (in
southwestern Ohio) was deficient and required the Ohio
Environmental Protection Agency ("Ohio EPA") to develop a new
SIP within 18 months. The notice affected industrial and
utility sources and could have required significant reductions
in sulfur dioxide emission limitations at CG&E's Miami Fort
Units 7 and 8 which are jointly owned with DP&L.
In October 1991, the Ohio EPA adopted new SO2
regulations for Hamilton County. These regulations did not
change the preexisting requirements for Miami Fort
Units 7 and 8. These regulations became effective September 22,
1994.
Land Use
--------
DP&L and numerous other parties have been notified by
the U.S. EPA or Ohio EPA that it considers them Potentially
Responsible Parties ("PRPs") for clean-up at four superfund
sites in Ohio: the Sanitary Landfill Site on Cardington Road in
Montgomery County, Ohio, the United Scrap Lead Site in Miami
County, Ohio, the Powell Road Landfill in Huber Heights,
Montgomery County, Ohio, and the North Sanitary (a.k.a.
Valleycrest) Landfill in Dayton, Montgomery County, Ohio.
DP&L received notification from the U.S. EPA in July
1987, for the Cardington Road site. DP&L has not joined the PRP
group formed at that site because of the absence of any known
evidence that DP&L contributed hazardous substances to this
site. The Record of Decision issued by the U.S. EPA identifies
the chosen clean-up alternative at a cost estimate of
$8.1 million. The final resolution will not have a material
effect on DP&L's financial position, earnings or cashflow.
I-15
DP&L received notification from the U.S. EPA in
September 1987, for the United Scrap Lead Site. DP&L has joined
a PRP group for this site, which is actively conferring with the
U.S. EPA. The Record of Decision issued by the U.S. EPA
estimates clean-up costs at $27.1 million. DP&L is one of over
200 parties to this site, and its estimated contribution to the
site is less than .01%. Nearly 60 PRPs are actively working to
settle the case. DP&L is participating in the sponsorship of a
study to evaluate alternatives to the U.S. EPA's clean-up plan.
The final resolution of these investigations will not have a
material effect on DP&L's financial position, earnings or
cashflow.
DP&L and numerous other parties received notification
from the U.S. EPA on May 21, 1993 that it considers them PRPs
for clean-up of hazardous substances at the Powell Road Landfill
Site in Huber Heights, Ohio. DP&L has joined the PRP group for
the site. On October 1, 1993, the U.S. EPA issued its Record of
Decision identifying a cost estimate of $20.5 million for the
chosen remedy. DP&L is one of over 200 PRPs to this site, and
its estimated contribution is less than 1%. The final
resolution will not have a material effect on DP&L's financial
position, earnings or cashflow.
DP&L and numerous other parties received notification
from the Ohio EPA on July 27, 1994 that it considers them PRPs
for clean-up of hazardous substances at the North Sanitary
Landfill site in Dayton, Ohio. DP&L has not joined the PRP
group formed for the site because the available information does
not demonstrate that DP&L contributed wastes to the site. The
final resolution will not have a material effect on DP&L's
financial position, earnings or cashflow.
I-16
THE DAYTON POWER AND LIGHT COMPANY
OPERATING STATISTICS
ELECTRIC OPERATIONS
Years Ended December 31,
-----------------------------------
1994 1993 1992
---- ---- ----
Electric Output (millions of kWh)
Generation -
Coal-fired units.................. 14,483 14,729 13,639
Other units....................... 27 17 3
Power purchases...................... 897 1,107 1,514
Exchanged and transmitted power...... 3 (7) 14
Company use and line losses.......... (1,191) (1,170) (1,116)
-------- -------- --------
Total............................. 14,219 14,676 14,054
======== ======== ========
Electric Sales (millions of kWh)
Residential.......................... 4,465 4,558 4,260
Commercial........................... 3,068 3,006 2,896
Industrial........................... 4,388 4,089 3,938
Public authorities and railroads..... 1,333 1,356 1,311
Private utilities and wholesale...... 965 1,667 1,649
-------- -------- --------
Total............................. 14,219 14,676 14,054
======== ======== ========
Electric Customers at End of Period
Residential.......................... 420,487 416,508 413,040
Commercial........................... 41,647 40,606 39,685
Industrial........................... 2,400 2,387 2,415
Public authorities and railroads..... 5,320 5,287 5,130
Other................................ 18 17 16
-------- -------- --------
Total............................. 469,872 464,805 460,286
======== ======== ========
Operating Revenues (thousands)
Residential.......................... $390,531 $373,760 $326,547
Commercial........................... 218,046 200,124 180,890
Industrial........................... 228,546 205,996 189,720
Public authorities and railroads..... 75,387 72,859 67,596
Private utilities and wholesale...... 24,273 38,491 35,174
Other................................ 9,110 10,090 9,372
-------- -------- --------
Total............................. $945,893 $901,320 $809,299
======== ======== ========
Residential Statistics
(per customer-average)
Sales - kWh.......................... 10,676 10,998 10,358
Revenue.............................. $ 933.70 $ 901.91 $ 794.03
Rate per kWh (Month of Dec.)(cents).. 8.68 7.99 7.23
I-17
THE DAYTON POWER AND LIGHT COMPANY
OPERATING STATISTICS
GAS OPERATIONS
Years Ended December 31,
----------------------------------
1994 1993 1992
---- ---- ----
Gas Output (thousands of MCF)
Direct market purchases .............. 43,140 44,284 46,229
Liquefied petroleum gas............... 144 58 7
Company use and unaccounted for....... (1,227) (1,164) (1,717)
Transportation gas received........... 15,141 13,704 10,973
-------- -------- --------
Total.............................. 57,198 56,882 55,492
======== ======== ========
Gas Sales (thousands of MCF)
Residential........................... 27,911 28,786 27,723
Commercial............................ 8,081 8,468 8,642
Industrial............................ 3,150 3,056 4,914
Public authorities.................... 2,909 3,171 3,402
Transportation gas delivered.......... 15,147 13,401 10,811
-------- -------- --------
Total.............................. 57,198 56,882 55,492
======== ======== ========
Gas Customers at End of Period
Residential........................... 266,116 262,834 260,471
Commercial............................ 21,060 20,853 20,589
Industrial............................ 1,528 1,527 1,577
Public authorities.................... 1,317 1,333 1,311
-------- -------- --------
Total.............................. 290,021 286,547 283,948
======== ======== ========
Operating Revenues (thousands)
Residential........................... $157,193 $161,254 $127,532
Commercial............................ 42,382 44,321 36,148
Industrial............................ 14,949 14,890 18,633
Public authorities.................... 14,165 15,248 12,516
Other................................. 8,433 9,366 8,953
-------- -------- --------
Total.............................. $237,122 $245,079 $203,782
======== ======== ========
Residential Statistics
(per customer-average)
Sales - MCF........................... 105.7 110.2 107.0
Revenue............................... $595.30 $617.33 $492.33
Rate per MCF (Month of December)...... $ 5.57 $ 5.66 $ 5.27
I-18
EXECUTIVE OFFICERS OF THE REGISTRANT
(As of March 1, 1995)
Business Experience,
Last Five Years
(Positions with Registrant
Name Age Unless Otherwise Indicated) Dates
--------------------- --- ----------------------------- ------------------
Peter H. Forster 52 Chairman, President and Chief 4/05/88 - 3/01/95
Executive Officer
Chairman, DP&L 4/06/92 - 3/01/95
Chairman and Chief Executive 8/02/88 - 4/06/92
Officer, DP&L
Allen M. Hill 49 President and Chief Executive 4/06/92 - 3/01/95
Officer, DP&L
President and Chief Operating 8/02/88 - 4/06/92
Officer, DP&L
Paul R. Anderson 52 Controller, DP&L 4/12/81 - 3/01/95
Stephen P. Bramlage 48 Assistant Vice President, DP&L 1/01/94 - 3/01/95
Director, Service Operations, 10/29/89 - 1/01/94
DP&L
Robert M. Combs 49 Vice President, DP&L 5/09/94 - 3/01/95
Treasurer, DP&L 3/17/93 - 5/09/94
Director, J. M. Stuart 9/16/91 - 3/17/93
Electric Generating Station
United States Navy
Production Officer, 8/01/88 - 9/16/91
Charleston Naval Shipyard
Georgene H. Dawson 45 Assistant Vice President, DP&L 1/01/94 - 3/01/95
Director, Service Operations, 4/03/92 - 1/01/94
DP&L
Service Center Manager 6/11/89 - 4/03/92
Jeanne S. Holihan 38 Assistant Vice President, DP&L 3/17/93 - 3/01/95
Treasurer, DP&L 11/06/90 - 3/17/93
Director, Financial 4/01/90 - 11/06/90
Administration and Planning
Manager, Financial 4/02/89 - 4/01/90
Administration and Planning
I-19
EXECUTIVE OFFICERS OF THE REGISTRANT
(As of March 1, 1995)
Business Experience,
Last Five Years
(Positions with Registrant
Name Age Unless Otherwise Indicated) Dates
--------------------- --- ----------------------------- ------------------
Thomas M. Jenkins 43 Group Vice President and 5/09/94 - 3/01/95
Treasurer, DPL Inc. and DP&L
Group Vice President and 11/06/90 - 5/09/94
Treasurer,
Group Vice President, DP&L
Vice President and Treasurer, 11/01/88 - 11/06/90
DPL Inc. and DP&L
Stephen F. Koziar, Jr. 50 Group Vice President and 1/31/95 - 3/01/95
Secretary, DPL Inc. and
DP&L
Group Vice President, 12/10/87 - 1/31/95
DPL Inc. and DP&L
Judy W. Lansaw 43 Group Vice President, DPL Inc. 1/31/95 - 3/01/95
and DP&L
Group Vice President and 12/07/93 - 1/31/95
Secretary, DPL Inc. and
DP&L
Vice President and Secretary 8/01/89 - 12/07/93
DPL Inc. and DP&L
Bryce W. Nickel 38 Assistant Vice President, DP&L 1/01/94 - 3/01/95
Director, Service Operations, 10/29/89 - 1/01/94
DP&L
H. Ted Santo 44 Group Vice President, DP&L 12/08/92 - 3/01/95
Vice President, DP&L 2/28/88 - 12/08/92
I-20
Item 2- PROPERTIES
Electric
--------
Information relating to DP&L's electric properties is contained in
Item 1 - BUSINESS, DPL INC. (pages I-1 and I-2), CONSTRUCTION AND FINANCING
PROGRAM OF DPL INC. (pages I-4 through I-6) and ELECTRIC OPERATIONS AND FUEL
SUPPLY (pages I-6 through I-8) - Notes 2 and 5 of Notes to Consolidated
Financial Statements on pages 21 and 23, respectively, of the registrant's 1994
Annual Report, which pages are incorporated herein by reference.
Natural Gas
-----------
Information relating to DP&L's gas properties is contained in Item 1
- BUSINESS, DPL INC. (pages I-1 and I-2) and GAS OPERATIONS AND GAS SUPPLY
(pages I-8 through I-10), which pages are incorporated herein by reference.
Steam
-----
DP&L owns two steam generating plants and the steam distribution
facility serving downtown Dayton, Ohio.
Other
-----
DP&L owns a number of area service buildings located in various
operating centers.
Substantially all property and plant of DP&L is subject to the lien
of the Mortgage securing DP&L's First Mortgage Bonds.
Item 3 - LEGAL PROCEEDINGS
Information relating to legal proceedings involving DP&L is contained
in Item 1 - BUSINESS, DPL INC. (pages I-1 and I-2), COMPETITION (pages I-2
through I-3), ELECTRIC OPERATIONS AND FUEL SUPPLY (pages I-6 through I-8), GAS
OPERATIONS AND GAS SUPPLY (pages I-8 through I-10), RATE REGULATION AND
GOVERNMENT LEGISLATION (pages I-10 through I-14) and ENVIRONMENTAL
CONSIDERATIONS (pages I-14 through I-16) and - Note 2 of Notes of Consolidated
Financial Statements on page 21 of the registrant's 1994 Annual Report, which
pages are incorporated herein by reference.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
DPL Inc.'s Annual Meeting of Shareholders ("Annual Meeting") was held
on April 19, 1994. Three directors of DPL Inc. were elected at the Annual
Meeting, each of whom will serve a three year term expiring in 1997. The
nominees were elected as follows: Ernie Green, 90,918,169 shares FOR, 989,620
shares WITHHELD; David R. Holmes, 90,677,633 shares FOR, 1,230,156 shares
WITHHELD; and Burnell R. Roberts, 90,959,663 shares FOR, 948,126 shares
WITHHELD.
I-21
PART II
-------
Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information required by this item of Form 10-K is set
forth on pages 14, 27 and 28 of the registrant's 1994 Annual
Report, which pages are incorporated herein by reference. As of
December 31, 1994, there were 51,270 holders of record of
DPL Inc. common equity, excluding individual participants in
security position listings.
DP&L's Mortgage restricts the payment of dividends on DP&L's
Common Stock under certain conditions. In addition, so long as
any Preferred Stock is outstanding, DP&L's Amended Articles of
Incorporation contain provisions restricting the payment of cash
dividends on any of its Common Stock if, after giving effect to
such dividend, the aggregate of all such dividends distributed
subsequent to December 31, 1946 exceeds the net income of DP&L
available for dividends on its Common Stock subsequent to
December 31, 1946, plus $1,200,000. As of year end, all
earnings reinvested in the business of DP&L were available for
Common Stock dividends.
The Credit Agreement requires that the aggregate assets of
DP&L and its subsidiaries (if any) constitute not less than 60%
of the total consolidated assets of DPL Inc., and that DP&L
maintain common shareholder's equity (as defined in the Credit
Agreement) at least equal to $550 million.
Item 6 - SELECTED FINANCIAL DATA
The information required by this item of Form 10-K is set
forth on page 14 of the registrant's 1994 Annual Report, which
page is incorporated herein by reference.
Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item of Form 10-K is set
forth in Note 2 of Notes to Consolidated Financial Statements on
page 21 and on pages 1, 13, 15 and 16 of the registrant's 1994
Annual Report, which pages are incorporated herein by
reference.
Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item of Form 10-K is set
forth on page 14 and on pages 17 through 27 of the registrant's
1994 Annual Report, which pages are incorporated herein by
reference.
II-1
Report of Independent Accountants
on Financial Statement Schedules
--------------------------------
To The Board of Directors of DPL Inc.
Our audits of the consolidated financial statements referred to
in our report dated January 18, 1995 appearing on page 27 of the
1994 Annual Report to Shareholders of DPL Inc. (which report and
consolidated financial statements are incorporated by reference
in this Annual Report on Form 10-K) also included an audit of
the Financial Statement Schedules listed in Item 14(a) of this
Form 10-K. In our opinion, these Financial Statement Schedules
present fairly, in all material respects, the information set
forth therein when read in conjunction with the related
consolidated financial statements.
Price Waterhouse LLP
Price Waterhouse LLP
Dayton, Ohio
January 18, 1995
II-2
Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
--------
Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
Directors of the Registrant
---------------------------
The information required by this item of Form 10-K is
set forth on pages 2 through 5 of DPL Inc.'s definitive Proxy
Statement dated March 1, 1995, relating to the 1995 Annual
Meeting of Shareholders ("1995 Proxy Statement"), which pages
are incorporated herein by reference, and on pages I-19 and I-20
of this Form 10-K.
Item 11 - EXECUTIVE COMPENSATION
The information required by this item of Form 10-K is
set forth on pages 9 through 15 of the 1995 Proxy Statement,
which pages are incorporated herein by reference.
Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information required by this item of Form 10-K is
set forth on pages 3 through 6 and on pages 14 and 15 of the
1995 Proxy Statement, which pages are incorporated herein by
reference.
Item 13 - CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
None.
III-1
PART IV
-------
Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
Pages of 1994 Form
10-K Incorporated
by Reference
------------------
Report of Independent Accountants..................... II-2
(a) Documents filed as part of the Form 10-K
1. Financial Statements Pages of 1994 Annual
-------------------- Report Incorporated
by Reference
--------------------
Consolidated Statement of Results of Operations
for the three years in the period ended
December 31, 1994..................................... 17
Consolidated Statement of Cash Flows for the
three years in the period ended December 31, 1994..... 18
Consolidated Balance Sheet as of December 31,
1994 and 1993......................................... 19
Notes to Consolidated Financial Statements............ 20 - 26
Report of Independent Accountants..................... 27
2. Financial Statement Schedule
----------------------------
For the three years in the period ended December 31, 1994:
Page
No.
-------------
Schedule II - Valuation and qualifying accounts IV-7
The information required to be submitted in schedules I, III and IV is
omitted as not applicable or not required under rules of Regulation S-X.
IV-1
3. Exhibits
--------
The following exhibits have been filed with the Securities and
Exchange Commission and are incorporated herein by reference.
Incorporation by
Reference
-----------------
2 Copy of the Agreement of Merger among Exhibit A to the
DPL Inc., Holding Sub Inc. and DP&L 1986 Proxy Statement
dated January 6, 1986.................. (File No. 1-2385)
3(a) Copy of Amended Articles of Exhibit 3 to Report on
Incorporation of DPL Inc. dated Form 10-K for year ended
January 4, 1991, and amendment dated December 31, 1991
December 3, 1991....................... (File No. 1-9052)
3(b) Copy of Amendment dated April 20, 1993 Exhibit 3(b) to Report
to DPL Inc.'s Amended Articles of on Form 10-K for the
Incorporation.......................... year ended December 31,
1993 (File No. 1-9052)
4(a) Copy of Composite Indenture dated as of Exhibit 4(a) to
October 1, 1935, between DP&L and Report on Form 10-K
The Bank of New York, Trustee with all for year ended
amendments through the Twenty-Ninth December 31, 1985
Supplemental Indenture................. (File No. 1-2385)
4(b) Copy of the Thirtieth Supplemental Exhibit 4(h) to
Indenture dated as of March 1, 1982, Registration Statement
and The Bank of New York, Trustee...... No. 33-53906
4(c) Copy of the Thirty-First Supplemental Exhibit 4(h) to
Indenture dated as of November 1, 1982, Registration Statement
between DP&L and The Bank of New York, No. 33-56162
Trustee................................
4(d) Copy of the Thirty-Second Supplemental Exhibit 4(i) to
Indenture dated as of November 1, 1982, Registration Statement
between DP&L and The Bank of New York, No. 33-56162
Trustee................................
4(e) Copy of the Thirty-Third Supplemental Exhibit 4(e) to
Indenture dated as of December 1, 1985, Report on Form 10-K
between DP&L and The Bank of New York, for year ended
Trustee................................ December 31, 1985
(File No. 1-2385)
4(f) Copy of the Thirty-Fourth Supplemental Exhibit 4 to Report
Indenture dated as of April 1, 1986, on Form 10-Q for
between DP&L and The Bank of New York, quarter ended
Trustee................................ June 30, 1986
(File No. 1-2385)
IV-2
4(g) Copy of the Thirty-Fifth Supplemental Exhibit 4(h) to
Indenture dated as of December 1, 1986, report on Form 10-K
between DP&L and The Bank of New York, for the year ended
Trustee................................ December 31, 1986
(File No. 1-9052)
4(h) Copy of the Thirty-Sixth Supplemental Exhibit 4(i) to
Indenture dated as of August 15, 1992, Registration Statement
between DP&L and The Bank of New York, No. 33-53906
Trustee...............................
4(i) Copy of the Thirty-Seventh Supplemental Exhibit 4(j) to
Indenture dated as of November 15, 1992, Registration Statement
between DP&L and The Bank of New York, No. 33-56162
Trustee...............................
4(j) Copy of the Thirty-Eighth Supplemental Exhibit 4(k) to
Indenture dated as of November 15, 1992, Registration Statement
between DP&L and The Bank of New York, No. 33-56162
Trustee...............................
4(k) Copy of the Thirty-Ninth Supplemental Exhibit 4(k) to
Indenture dated as of January 15, 1993, Registration Statement
between DP&L and The Bank of New York, No. 33-57928
Trustee................................
4(l) Copy of the Fortieth Supplemental Exhibit 4(m) to Report
Indenture dated as of February 15, 1993, on Form 10-K for the
between DP&L and The Bank of New York, year ended December 31,
Trustee................................ 1992 (File No. 1-2385)
4(m) Copy of the Credit Agreement dated as Exhibit 4(k) to DPL
of November 2, 1989 between DPL Inc., Inc.'s Registration
the Bank of New York, as agent, and Statement on Form S-3
the banks named therein................ (File No. 33-32348)
4(n) Copy of Shareholder Rights Agreement Exhibit 4 to Report
between DPL Inc. and The First on Form 8-K dated
National Bank of Boston................ December 13, 1991 (File
No. 1-9052)
10(a) Description of Management Incentive Exhibit 10(c) to
Compensation Program for Certain Report on Form 10-K
Executive Officers..................... for the year ended
December 31, 1986 (File
No. 1-9052)
10(b) Copy of Severance Pay Agreement Exhibit 10(f) to Report
with Certain Executive Officers........ on Form 10-K for the
year ended December 31,
1987 (File No. 1-9052)
IV-3
10(c) Copy of Supplemental Executive Exhibit 10(e) to Report
Retirement Plan amended August 6, on Form 10-K for the
1991................................... year ended December 31,
1991 (File No. 1-9052)
10(d) Amended description of Directors' Exhibit 10(d) to Report
Deferred Stock Compensation Plan on Form 10-K for the
effective January 1, 1993.............. year ended December 31,
1993 (File No. 1-9052)
10(e) Amended description of Deferred Exhibit 10(e) to Report
Compensation Plan for Non-Employee on Form 10-K for the
Directors effective January 1, 1993.... year ended December 31,
1993 (File No. 1-9052)
10(f) Copy of Management Stock Incentive Exhibit 10(f) to Report
Plan amended January 1, 1993........... on Form 10-K for the
year ended December 31,
1993 (File No. 1-9052)
18 Copy of preferability letter relating Exhibit 18 to Report on
to change in accounting for unbilled Form 10-K for the year
revenues from Price Waterhouse......... ended December 31, 1987
(File No. 1-9052)
21 Copy of List of Subsidiaries of Exhibit 21 to Report
DPL Inc................................ on Form 10-K for the
year ended December 31,
1993 (File No. 1-9052)
The following exhibits are filed herewith:
Page No.
----------------------
13 Copy of DPL Inc.'s 1994 Annual Report
to Shareholders........................
23 Consent of Price Waterhouse............
Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, DPL Inc.
has not filed as an exhibit to this Form 10-K certain instruments with respect
to long-term debt if the total amount of securities authorized thereunder does
not exceed 10% of the total assets of DPL Inc. and its subsidiaries on a
consolidated basis, but hereby agrees to furnish to the SEC on request any such
instruments.
(b) Reports on Form 8-K
-------------------
None
IV-4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DPL Inc.
Registrant
March 28, 1995 Peter H. Forster
---------------------------------
Peter H. Forster
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1934,
this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Director March , 1995
-------------------------
(T. J. Danis)
Director March , 1995
-------------------------
(J. F. Dicke, II)
Peter H. Forster Director and Chairman March 28, 1995
------------------------- (principal executive
(P. H. Forster) officer)
Ernie Green Director March 29, 1995
-------------------------
(E. Green)
Director March , 1995
-------------------------
(J. G. Haley)
IV-5
Allen M. Hill Director March 30, 1995
-------------------------
(A. M. Hill)
Director March , 1995
-------------------------
(W A. Hillenbrand)
David R. Holmes Director March 30, 1995
-------------------------
(D. R. Holmes)
Thomas M. Jenkins Group Vice President March 30, 1995
------------------------- and Treasurer
(T. M. Jenkins) (principal financial
and accounting
officer)
Burnell R. Roberts Director March 30, 1995
-------------------------
(B. R. Roberts)
IV-6
Schedule II
DPL INC.
VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 1994, 1993 and 1992
--------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
--------------------------------------------------------------------------------------------------------
Additions
Balance at ------------------- Balance
Beginning Charged to Deductions at End
Description of Period Income Other (1) of Period
--------------------------------------------------------------------------------------------------------
------------------------thousands----------------------------
1994:
Deducted from accounts receivable--
Provision for uncollectible accounts... $ 9,122 $ 1,553 $ - $2,874 $ 7,801
1993:
Deducted from accounts receivable--
Provision for uncollectible accounts... $ 10,461 $ 1,353 $ - $2,692 $ 9,122
1992:
Deducted from accounts receivable--
Provision for uncollectible accounts... $ 11,510 $ 1,675 $ - $2,724 $10,461
(1) Amounts written off, net of recoveries of accounts previously written off.
IV-7