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, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ 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: 937-224-6000 Securities registered pursuant to Section 12(b) of the Act: Outstanding at Name of each exchange on Title of each class February 28, 1997 which registered ------------------------- ----------------- ------------------------ Common Stock, $0.01 par 106,009,923 New York Stock Exchange value and Preferred Share Purchase Rights Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X --- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- The aggregate market value of the voting stock held by nonaffiliates of the registrant as of February 28, 1997 was $2,610,494,354.00 based on the closing price of $24-5/8 on such date. DOCUMENTS INCORPORATED BY REFERENCE Parts I and II incorporate by reference the registrant's 1996 Annual Report to Shareholders. Portions of the definitive Proxy Statement dated March 1, 1997, relating to the 1997 Annual Meeting of Shareholders of the registrant, are incorporated by reference into Part III. PART I Item 1 - Business* - ------------------------------------------------------------------------ DPL INC. DPL Inc. was organized in 1985 under the laws of the State of Ohio to engage in the acquisition and holding of securities of corporations for investment purposes. The executive offices of DPL Inc. are located at Courthouse Plaza Southwest, Dayton, Ohio 45402 - telephone (937) 224-6000. DPL Inc.'s principal subsidiary is The Dayton Power and Light Company ("DP&L"). DP&L is a public utility incorporated under the laws of Ohio in 1911. Located in West Central Ohio, it furnishes electric service to 480,000 retail customers in a 24 county service area of approximately 6,000 square miles and furnishes natural gas service to 298,000 customers in 16 counties. DP&L serves an estimated population of 1.3 million. Principal industries served include electrical machinery, automotive and other transportation equipment, non-electrical machinery, agriculture, paper, and rubber and plastic products. DP&L's sales reflect the general economic conditions and seasonal weather patterns of the area. In 1996, a 3% decline in electric sales resulted in slightly lower revenues with a 2% increase in sales to business customers offset by lower sales to other public utilities. Gas revenues increased 7% in 1996. Sales increased 7% from higher deliveries to business customers and the effects of colder weather. During 1996, cooling degree days were 8% below the twenty year average and 19% below 1995. Heating degree days in 1996 were 7% above the thirty year average and 5% above 1995. 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 Miami Valley Equipment, Inc., which owns retail sales and transportation equipment and provides support services to DPL Inc. and its subsidiaries. * Unless otherwise indicated, the information given in "Item 1 - BUSINESS" is current as of March 21, 1997. No representation is made that there have not been subsequent changes to such information. I-1 Other subsidiaries of DPL Inc. include Miami Valley CTC, Inc., which provides transportation services to DP&L; 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 wholesale electric generation; 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; Miami Valley Development Company, which is engaged in the business of technology research and development; and DPL Energy, Inc., which has been granted authority to engage in the business of brokering wholesale electric energy. DPL Inc. and its subsidiaries are exempt from registration with the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 because its utility business operates solely in the State of Ohio. DPL Inc. and its subsidiaries employed 2,722 persons as of December 31, 1996, of which 2,287 are full-time employees and 435 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 1996 Annual Report to Shareholders ("1996 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 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. I-2 The National Energy Policy Act of 1992 which reformed the Public Utilities Holding Company Act of 1935, allows the federal government to mandate access by others to a utility's electric transmission system and may accelerate competition in the supply of electricity. DP&L provides transmission and wholesale electric service to 12 municipal customers which distribute electricity within their corporate limits. In 1994, 11 of these municipal customers signed new 20-year service agreements which were approved by the Federal Energy Regulatory Commission ("FERC"), in June 1995. The twelfth municipal customer signed a 20-year agreement, approved by FERC in February 1995, that allows DP&L to supply 97% of its power requirements. In addition to these municipal customers, DP&L maintains an interconnection agreement with one municipality which has the capability to generate all or a portion of its energy requirements. Sales to municipalities represented 1.2% of total electricity sales in 1996. In October 1994, the Public Utilities Commission of Ohio ("PUCO") initiated roundtable discussions on the introduction of competition in the electric industry. The "Electric Competition Series" is a result of the Ohio Energy Strategy issued in April 1994. To date, roundtable discussions have focused largely on short-term initiatives that are possible under the current regulatory framework. On February 15, 1996, the PUCO issued guidelines for interruptible service, including services that accommodate the attainment and delivery of replacement electricity during periods when the utility faces constraints on its own resources. On April 11, 1996, the PUCO issued an Entry on Rehearing ordering utilities to file interruptible electric service tariffs. On June 14, 1996, DP&L filed for approval of a non-firm electric service rate schedule and replacement power rate riders. On December 24, 1996 the PUCO issued guidelines for conjunctive electric service which govern the terms and conditions under which different service locations may be aggregated for cost- of-service, rate design, rate negotiation, and billing purposes. In January 1997, plans were announced to create a 12 member joint select committee of the Ohio Senate and House of Representatives to explore and possibly draft retail wheeling legislation. Other legislative proposals at the federal level are pending concerning wholesale and retail wheeling which are designed to increase competition. I-3 MVR, established in 1986 as a subsidiary of DPL Inc., acts as a broker in arranging and managing natural gas supplies for business and industry. Deliveries of natural gas to MVR customers can be made through DP&L's transportation system, or another transportation system, on the same basis as deliveries to customers of other gas brokerage firms. Customers with alternate fuel capability can continue to choose between natural gas and their alternate fuel based upon overall performance and economics. On April 24, 1996, FERC issued final rules requiring all electric utilities that own or control transmission facilities to file open-access transmission service tariffs. Open-access transmission tariffs provide third parties with non- discriminatory transmission service comparable to what the utility provides itself. In this rulemaking, FERC also set forth principles to entitle utilities to full recovery of legitimate and verifiable stranded costs on both the state and federal level. In compliance with these rules, on January 2, 1997, DP&L re-filed its open-access tariff with FERC. On September 30, 1996, FERC conditionally accepted DP&L's market-based sales tariff which will allow DP&L to sell wholesale generation supply at prices that reflect current market prices. At the same time, FERC approved the application and authorization of DPL Energy Inc., a wholly-owned subsidiary of DPL Inc., to sell and broker wholesale electric power and also charge market- based prices for such power. 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 evolution of an efficient natural gas spot market in combination with open- access interstate transportation pipelines has provided DP&L, as well as its end-use customers, with an array of procurement options. Customers with alternate fuel capability can continue to choose between natural gas and their alternate fuel based upon overall performance and economics. Therefore, demand for natural gas purchased from DP&L or purchased elsewhere and transported to the end-use customer by DP&L could fluctuate based on the economics of each in comparison with changes in alternate fuel prices. For DP&L, price competition and reliability among both natural gas suppliers and interstate pipeline sources are major factors affecting procurement decisions. I-4 CONSTRUCTION AND FINANCING PROGRAM OF DPL INC. 1997-2001 Construction Program The estimated construction additions for the years 1997-2001 are set forth below: Estimated 1997 1998 1999 2000 2001 1997-2001 ---- ---- ---- ---- ---- --------- millions Electric generation and transmission commonly owned with neighboring utilities $ 32 $ 34 $ 36 $ 30 $ 34 $166 Other electric generation and transmission facilities 35 36 32 40 36 179 Electric distribution 34 34 36 34 34 172 General 8 5 5 5 5 28 Gas and other facilities 16 16 16 16 16 80 ---- ---- ---- ---- ---- ---- Total construction $125 $125 $125 $125 $125 $625 Estimated construction additions over the next five years average $125 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 80 MW combustion turbine generating units. The first unit was completed in May 1995 and the second unit was completed ahead of schedule and under budget in December 1996. Construction plans are subject to continuing review and are expected to be revised in light of changes in financial and economic conditions, load forecasts, legislative and regulatory developments and changing environmental standards, among other factors. DP&L's ability to complete its capital projects and the reliability of future service will be affected by its financial condition, the availability of external funds at reasonable cost and adequate and timely rate recovery. See ENVIRONMENTAL CONSIDERATIONS for a description of environmental control projects and regulatory proceedings which may change the level of future construction additions. The potential impact of these events on DP&L's operations cannot be estimated at this time. I-5 1997-2001 Financing Program DPL Inc. and its subsidiaries will require a total of $62 million during the next five years for debt maturities and sinking funds in addition to any funds needed for the construction program. At year-end 1996, DPL Inc. had a cash and temporary investment balance of $73 million, and debt and equity financial assets were $175 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 December 1996, DP&L redeemed a series of first mortgage bonds in the principal amount of $25 million with an interest rate of 6.75%. The bonds had been scheduled to mature in 1998. In September 1995, a new series of Air Quality Development Revenue Refunding Bonds was issued in principal amount of $110 million with an interest rate of 6.10%. Proceeds from the financing were used to redeem a similar principal amount of DP&L First Mortgage Bonds with an interest rate of 9.50%. 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. In November 1989, DPL Inc. entered into a revolving credit agreement ("the Credit Agreement") with a consortium of banks renewable through 2000 which allows total borrowings by DPL Inc. and its subsidiaries of $200 million. DP&L has authority from 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, 1996, DPL Inc. had no outstanding borrowings under this Credit Agreement. DP&L also has $97 million available in short-term lines of credit. At year-end, DP&L had no borrowings outstanding from these lines of credit and $10 million in 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 outstanding and to be outstanding, and (ii) 100% of retired First Mortgage Bonds. DP&L anticipates that, during 1997-2001, 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. I-6 ELECTRIC OPERATIONS AND FUEL SUPPLY DP&L's present winter generating capability is 3,264,000 KW. Of this capability, 2,843,000 KW (approximately 87%) 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. 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 2,961,000 KW, which occurred in August 1995. The present summer generating capability is 3,194,000 KW. GENERATING FACILITIES MW Rating -------------- Operating DP&L Station Ownership* Company Location Portion Total ------- ---------- --------- -------- ------- ----- Coal Units - ---------- Hutchings W DP&L Miamisburg, OH 371 371 Killen C DP&L Wrightsville, OH 418 600 Stuart C DP&L Aberdeen, OH 823 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 Tait Gas Turbine 1 W DP&L Moraine, OH 95 95 Tait Gas Turbine 2 W DP&L Moraine, OH 97 97 * W = Wholly Owned C = Commonly Owned I-7 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 1996. 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 1997-2001 will be obtained through long-term contracts, with the balance to be obtained by spot market purchases. DP&L has been informed by CG&E and CSP through the procurement plans for the commonly owned units operated by them that sufficient coal supplies will be available during the same planning horizon. The prices to be paid by DP&L under its long-term coal contracts are subject to adjustment in accordance with various indices. Each contract has features that will limit price escalations in any given year. The total average price per million British Thermal Units ("MMBTU") of coal received was $1.24/MMBTU in 1996, $1.35/MMBTU in 1995 and $1.39/MMBTU in 1994. The average fuel cost per kWh generated of all fuel burned for electric generation (coal, gas and oil) for the year was 1.29 cents which represents a decrease from 1.36 cents in 1995 and 1.42 cents in 1994. 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. I-8 In addition, DP&L is interconnected with CNG Transmission Corporation. Interconnections with interstate pipelines provide DP&L the opportunity to purchase competitively-priced natural gas supplies and pipeline services. DP&L purchases its natural gas supplies using a portfolio approach that minimizes price risks and ensures sufficient firm supplies at peak demand times. The portfolio consists of long-term, short-term and spot supply agreements. In 1996, firm agreements provided approximately 50% of total supply, with the remaining supplies purchased on a spot/short-term basis. In 1996, DP&L purchased natural gas at an average price of $3.45 per MCF, compared to $2.79 per MCF in 1995 and $3.34 per MCF in 1994. 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 and provides transportation service to approximately 300 end-use customers, delivering a total quantity of nearly 17,000,000 MCF per year. RATE REGULATION AND GOVERNMENT LEGISLATION DP&L's sales of electricity and natural gas to retail customers are subject to rate regulation by the PUCO and various municipalities. DP&L's wholesale electric rates to municipal corporations and other distributors of electric energy are subject to regulation by FERC under the Federal Power Act. Ohio law establishes the process for determining rates charged by public utilities. Regulation of rates encompasses the timing of applications, the effective date of rate increases, the cost basis upon which the rates are based and other related matters. Ohio law also establishes the Office of the Ohio Consumers' Counsel (the "OCC"), which has the authority to represent residential consumers in state and federal judicial and administrative rate proceedings. DP&L's electric and natural gas rate schedules contain certain recovery and adjustment clauses subject to periodic audits by, and proceedings before, the PUCO. Electric fuel and gas costs are expensed as recovered through rates. I-9 On June 18, 1996, Governor Voinovich signed into law House Bill 476 which allows for alternate natural gas rate plans and exemption from PUCO jurisdiction for some gas services, and establishes a code of conduct for local natural gas distribution companies. Final rules were issued on March 12, 1997. Ohio legislation extends the jurisdiction of the PUCO to the records and accounts of certain public utility holding company systems, including DPL Inc. The legislation extends the PUCO's supervisory powers to a holding company system's general condition and capitalization, among other matters, to the extent that they relate to the costs associated with the provision of public utility service. Additionally, the legislation (i) requires PUCO approval of certain transactions and transfers of assets between public utilities and entities within the same holding company system, and (ii) prohibits investments by a holding company in subsidiaries which are not public utilities in an amount in excess of 15% of the aggregate capitalization of the holding company on a consolidated basis at the time such investments are made. Regulatory assets recorded during the phase-in of electric rates are being amortized and recovered in current rates. In addition, deferred interest charges on the William H. Zimmer Generating Station are being amortized at $3 million per year over the projected life of the asset. A 1992 PUCO-approved settlement agreement and a subsequent stipulation in 1995 allowed accelerated recovery of demand-side management costs and, thereafter, production plant costs to the extent that DP&L's return on equity exceeds a baseline 13% (subject to upward adjustment). If the return exceeds the baseline return by one to two percent, one-half of the excess is used to accelerate recovery of these costs. If the return is greater than two percent over the baseline, the entire excess is used for such purpose. Regulatory deferrals on the balance sheet were: Dec. 31 Dec. 31 1996 1995 ------- ------- --millions-- Phase-in $ 46.7 $ 61.4 DSM 35.3 36.2 Deferred interest - Zimmer 55.3 58.1 ------ ------ Total $137.3 $155.7 ====== ====== 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... I-10 ...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. DP&L has in place a percentage of income payment plan ("PIPP") for eligible low-income households as required by the PUCO. This plan prohibits disconnections for nonpayment of customer bills if eligible low-income households pay a specified percentage of their household income toward their utility bill. The PUCO has approved a surcharge by way of a temporary base rate tariff rider which allows companies to recover arrearages accumulated under PIPP. DP&L initiated a competitive bidding process in January 1993 for the construction of electric peaking capacity and energy 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. On April 15, 1996 and June 1, 1996, respectively, DP&L filed its electric and natural gas LTFR with the PUCO. An IRP filed as part of the electric LTFR included plans for the construction of a series of 80 MW combustion turbine generating units. The first combustion turbine became operational June 1, 1995 and the second unit began operation on December 23, 1996. On January 25, 1996, Governor Voinovich reappointed Chairman Craig A. Glazer to the PUCO for a five year term which commenced on April 11, 1996 and will extend until April 10, 2001. On February 7, 1997, Governor Voinovich appointed Judith A. Jones, a Toledo City Councilwoman, to the PUCO replacing Richard Fanelly. Pending approval by the Senate of the State of Ohio, her five year term will commence April 11. I-11 ENVIRONMENTAL CONSIDERATIONS The operations of DP&L, including the commonly owned facilities operated by DP&L, CG&E and CSP, are subject to federal, state, and local regulation as to air and water quality, disposal of solid waste and other environmental matters, including the location, construction and initial operation of new electric generating facilities and most electric transmission lines. DP&L expended $5 million for environmental control facilities during 1996. The possibility exists that current environmental regulations could be revised which could change the level of estimated 1997-2001 construction expenditures. See CONSTRUCTION AND FINANCING PROGRAM OF DPL INC. Air Quality The Clean Air Act Amendments of 1990 (the "Act") have limited sulfur dioxide and nitrogen oxide emissions nationwide. The Act restricts emissions in two phases. Phase I compliance requirements became effective on January 1, 1995 and Phase II requirements will become effective on January 1, 2000. Compliance by DP&L has not caused any material changes in DP&L's costs or operations. DP&L's environmental compliance plan ("ECP") was approved by the PUCO on May 6, 1993. Phase I requirements are being met by switching to lower sulfur coal at several commonly owned electric generating facilities and increasing existing scrubber removal efficiency. Total capital expenditures to comply with Phase I of the Act were approximately $5.5 million. Phase II requirements 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. Costs to comply with the Act are eligible for recovery in fuel hearings and other regulatory proceedings. As required by Ohio law, in April 1995, the PUCO initiated proceedings to conduct a review of DP&L's ECP. On November 9, 1995, the PUCO approved the continued prudency of DP&L's ECP and the related update report. Land Use DP&L and numerous other parties have been notified by the United States Environmental Protection Agency ("U.S. EPA") or the Ohio Environmental Protection Agency ("Ohio EPA") that it considers them Potentially Responsible Parties ("PRPs") for clean- up at four superfund sites in Ohio: the Sanitary Landfill Site on Cardington Road in Montgomery County, Ohio; the United Scrap Lead Site in Miami County, Ohio; the Powell Road Landfill in Huber Heights, Montgomery County, Ohio; and the North Sanitary (a.k.a. Valleycrest) Landfill in Dayton, Montgomery County, Ohio. I-12 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. 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 initial Record of Decision issued by the U.S. EPA estimating clean-up costs at $27.1 million has been amended. The amended alternative estimates clean-up costs at $32 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 U.S. EPA is also currently considering a proposal for a less expensive clean-up method. 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 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-13 THE DAYTON POWER AND LIGHT COMPANY OPERATING STATISTICS ELECTRIC OPERATIONS Years Ended December 31, --------------------------- 1996 1995 1994 ---- ---- ---- Electric Output (millions of kWh) General - Coal-fired units 16,142 15,679 14,483 Other units 21 29 27 Power purchases 1,098 2,115 897 Exchanged and transmitted power (1) 1 3 Company use and line losses (946) (1,010) (1,191) ---------- ---------- -------- Total 16,314 16,814 14,219 ========== ========== ======== Electric Sales (millions of kWh) Residential 4,924 4,871 4,465 Commercial 3,407 3,425 3,068 Industrial 4,540 4,401 4,388 Public authorities and railroads 1,392 1,378 1,333 Private utilities and wholesale 2,051 2,739 965 ---------- ---------- -------- Total 16,314 16,814 14,219 ========== ========== ======== Electric Customers at End of Period Residential 428,973 425,347 420,487 Commercial 43,381 42,582 41,647 Industrial 1,858 2,017 2,400 Public authorities and railroads 5,651 5,573 5,320 Other 29 17 18 ---------- ---------- -------- Total 479,892 475,536 469,872 ========== ========== ======== Operating Revenues (thousands) Residential $ 422,876 $ 422,153 $390,531 Commercial 236,598 237,799 218,046 Industrial 222,941 224,135 228,546 Public authorities and railroads 78,140 78,225 75,387 Private utilities and wholesale 43,730 57,799 24,273 Other 12,115 9,807 9,110 ---------- ---------- -------- Total $1,016,400 $1,029,918 $945,893 ========== ========== ======== Residential Statistics (per customer-average) Sales - kWh 11,537 11,518 10,676 Revenue $ 990.89 $ 998.27 $ 933.70 Rate per kWh (month of December) (cents) 7.91 8.01 8.68 I-14 THE DAYTON POWER AND LIGHT COMPANY OPERATING STATISTICS GAS OPERATIONS Years Ended December 31, -------------------------- 1996 1995 1994 ---- ---- ---- Gas Output (thousands of MCF) Direct market purchases 46,696 44,376 43,140 Liquefied petroleum gas 90 18 144 Company use and unaccounted for (676) (1,594) (1,227) Transportation gas received 17,587 16,870 15,141 -------- -------- -------- Total 63,697 59,670 57,198 ======== ======== ======== Gas Sales (thousands of MCF) Residential 31,087 29,397 27,911 Commercial 9,424 8,307 8,081 Industrial 3,404 2,584 3,150 Public authorities 2,829 3,006 2,909 Transportation gas delivered 16,953 16,376 15,147 -------- -------- -------- Total 63,697 59,670 57,198 ======== ======== ======== Gas Customers at End of Period Residential 272,616 269,694 266,116 Commercial 22,085 21,451 21,060 Industrial 1,331 1,574 1,528 Public authorities 1,463 1,423 1,317 -------- -------- -------- Total 297,495 294,142 290,021 ======== ======== ======== Operating Revenues (thousands) Residential $156,709 $149,006 $157,193 Commercial 44,092 39,047 42,382 Industrial 14,110 11,447 14,949 Public authorities 12,013 12,589 14,165 Other 11,660 9,950 8,433 -------- ------- -------- Total $238,584 $222,039 $237,122 ======== ======== ======== Residential Statistics (per customer-average) Sales - MCF 114.8 109.8 105.7 Revenue $ 578.68 $ 556.72 $ 595.30 Rate per MCF (month of December) $ 5.13 $ 4.44 $ 5.57 I-15 EXECUTIVE OFFICERS OF THE REGISTRANT (As of March 1, 1997) Business Experience, Last Five Years (Positions with Registrant Name Age Unless Otherwise Indicated) Dates - ---- --- ----------------------------- ----------------- Peter H. Forster 54 Chairman 1/01/97 - 3/01/97 Chairman and Chief Executive 9/26/95 - 1/01/97 Officer Chairman, President and Chief 4/05/88 - 9/26/95 Executive Officer Chairman, DP&L 4/06/92 - 3/01/97 Chairman and Chief Executive 8/02/88 - 4/06/92 Officer, DP&L Allen M. Hill 51 President and Chief Executive 1/01/97 - 3/01/97 Officer President and Chief Operating 9/26/95 - 1/01/97 Officer President and Chief Executive 4/06/92 - 3/01/97 Officer, DP&L President and Chief Operating 8/02/88 - 4/06/92 Officer, DP&L Paul R. Anderson 54 Controller, DP&L 4/12/81 - 3/01/97 Stephen P. Bramlage 50 Assistant Vice President, DP&L 1/01/94 - 3/01/97 Director, Service Operations, DP&L 10/29/89 - 1/01/94 Jeanne S. Holihan 40 Assistant Vice President, DP&L 3/17/93 - 3/01/97 Treasurer, DP&L 11/06/90 - 3/17/93 Thomas M. Jenkins 45 Group Vice President and 5/14/96 - 3/01/97 Treasurer, DPL Inc. and DP&L Group Vice President and 6/27/95 - 5/14/96 Treasurer Group Vice President, DP&L Group Vice President and 5/09/94 - 6/27/95 Treasurer, DPL Inc. and DP&L Group Vice President and 11/06/90 - 5/09/94 Treasurer Group Vice President, DP&L I-16 EXECUTIVE OFFICERS OF THE REGISTRANT (As of March 1, 1997) Business Experience, Last Five Years (Positions with Registrant Name Age Unless Otherwise Indicated) Dates - ---- --- --------------------------- ------------------- Stephen F. Koziar, Jr. 52 Group Vice President and 1/31/95 - 3/01/97 Secretary, DPL Inc. and DP&L Group Vice President, 12/10/87 - 1/31/95 DPL Inc. and DP&L Judy W. Lansaw 45 Group Vice President, 1/31/95 - 3/01/97 DPL Inc. 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 40 Assistant Vice President, DP&L 1/01/94 - 3/01/97 Director, Service Operations, 10/29/89 - 1/01/94 DP&L H. Ted Santo 46 Group Vice President, DP&L 12/08/92 - 3/01/97 Vice President, DP&L 2/28/88 - 12/08/92 I-17 Item 2 - Properties - ------------------------------------------------------------------------ Electric Information relating to DP&L's electric properties is contained in Item 1 - BUSINESS, DPL INC. (pages I-1 and I-2), CONSTRUCTION AND FINANCING PROGRAM OF DPL INC. (pages I-5 and I- 6) and ELECTRIC OPERATIONS AND FUEL SUPPLY (pages I-7 and I-8) - Notes 2 and 5 of Notes to Consolidated Financial Statements on pages 21 and 23, respectively, of the registrant's 1996 Annual Report, which pages are incorporated herein by reference. Gas Information relating to DP&L's gas properties is contained in Item 1 - BUSINESS, DPL INC. (pages I-1 and I-2) and GAS OPERATIONS AND GAS SUPPLY (pages I-8 and I-9), which pages are incorporated herein by reference. Other DP&L owns a number of area service buildings located in various operating centers. Substantially all property and plant of DP&L is subject to the lien of the Mortgage securing DP&L's First Mortgage Bonds. Item 3 - Legal Proceedings - ------------------------------------------------------------------------ Information relating to legal proceedings involving DP&L is contained in Item 1 - BUSINESS, DPL INC. (pages I-1 and I-2), COMPETITION (pages I-2 through I-4), ELECTRIC OPERATIONS AND FUEL SUPPLY (pages I-7 and I-8), GAS OPERATIONS AND GAS SUPPLY (pages I-8 and I-9), RATE REGULATION AND GOVERNMENT LEGISLATION (pages I- 9 through I-11) and ENVIRONMENTAL CONSIDERATIONS (pages I-12 and I-13) and - Note 2 of Notes of Consolidated Financial Statements on page 21 of the registrant's 1996 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 16, 1996. Three directors of DPL Inc. were elected at the Annual Meeting, each of whom will serve a three year term expiring in 1999. The nominees were elected as follows: James F. Dicke, II, 94,048,977 shares FOR, 1,398,265 shares WITHHELD; Peter H. Forster, 94,000,967 shares FOR, 1,446,275 shares WITHHELD; and Jane G. Haley, 94,003,920 shares FOR, 1,443,322 shares WITHHELD. I-18 PART II Item 5 - Market For Registrant's Common Equity And Related Stockholder Matters - ------------------------------------------------------------------------ The information required by this item of Form 10-K is set forth on pages 14, 27 and 28 of the registrant's 1996 Annual Report, which pages are incorporated herein by reference. As of December 31, 1996, there were 46,532 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 1996 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 1996 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 1996 Annual Report, which pages are incorporated herein by reference. II-1 Report of Independent Accountants on Financial Statement Schedule --------------------------------- To the Board of Directors of DPL Inc. Our audits of the consolidated financial statements referred to in our report dated January 21, 1997 appearing on page 27 of the 1996 Annual Report to Shareholders of DPL Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed in Item 14(a) of this Form 10- K. In our opinion, this Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Price Waterhouse LLP Dayton, Ohio January 21, 1997 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, 1997, relating to the 1997 Annual Meeting of Shareholders ("1997 Proxy Statement"), which pages are incorporated herein by reference, and on pages I-16 and I-17 of this Form 10-K. Item 11 - Executive Compensation - ------------------------------------------------------------------------ The information required by this item of Form 10-K is set forth on pages 9 through 15 of the 1997 Proxy Statement, which pages are incorporated herein by reference. Item 12 - Security Ownership Of Certain Beneficial Owners And Management - ------------------------------------------------------------------------ The information required by this item of Form 10-K is set forth on pages 3 through 6 and on page 15 of the 1997 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 1996 Form 10K Incorporated by Reference ------------------ Report of Independent Accountants II-2 (a) Documents filed as part of the Form 10-K 1. Financial Statements Pages of 1996 Annual -------------------- Report Incorporated by Reference -------------------- Consolidated Statement of Results of Operations for the three years in the period ended December 31, 1996 17 Consolidated Statement of Cash Flows for the three years in the period ended December 31, 1996 18 Consolidated Balance Sheet as of December 31, 1996 and 1995 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, 1996: Page No. -------- Schedule II - Valuation and qualifying accounts IV-7 The information required to be submitted in schedules I, III, IV and V is omitted as not applicable or not required under rules of Regulation S-X. IV-1 3. Exhibits -------- The following exhibits have been filed with the Securities and Exchange Commission and are incorporated herein by reference. Incorporation by Reference ---------------- 2 Copy of the Agreement of Merger among Exhibit A to the 1986 DPL Inc., Holding Sub Inc. and DP&L Proxy Statement dated January 6, 1986 (File No. 1-2385) 3(a) Copy of Amended Articles of Incorporation Exhibit 3 to report on of DPL Inc. dated January 4, 1991, and Form 10-K for the year amendment dated December 3, 1991 ended December 31, 1991 (File No. 1-9052) 3(b) Copy of Amendment dated April 20, 1993 Exhibit 3(b) to Report on to DPL Inc.'s Amended Articles of Form 10-K for the year Incorporation ended December 31, 1993 (File No. 1-9052) 4(a) Copy of Composite Indenture dated as of Exhibit 4(a) to Report on October 1, 1935, between DP&L and The Form 10-K for the year Bank of New York, Trustee with all ended December 31, 1995 amendments through the Twenty-Ninth (File No. 1-2385) Supplemental Indenture 4(b) Copy of the Thirtieth Supplemental Exhibit 4(h) to Indenture dated as of March 1, 1982, Registration Statement between DP&L and The Bank of New York, No. 33-53906 Trustee 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 Report Indenture dated as of December 1, 1985, on Form 10-K for the between DP&L and The Bank of New York, year ended December 31, Trustee 1985 (File No. 1-2385) 4(f) Copy of the Thirty-Fourth Supplemental Exhibit 4 to Report on Indenture dated as of April 1, 1986, Form 10-Q for the quarter between DP&L and Bank of New York, ended June 30, 1986 Trustee (File No. 1-2385) IV-2 4(g) Copy of the Thirty-Fifth Supplemental Exhibit 4(h) to Report on Indenture dated as of December 1, 1986, Form 10-K for the year between DP&L and The Bank of New York, ended December 31, 1986 Trustee (File No. 1-9052) 4(h) Copy of the Thirty-Sixth Supplemental Exhibit 4(i) to 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 Indentur 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 on Indenture dated as of February 15, 1993, Form 10-K for the year between DP&L and The Bank of New York, ended December 31, 1992 Trustee (File No. 1- 2385) 4(m) Copy of the Credit Agreement dated as of Exhibit 4(k) to DPL Inc.'s November 2, 1989 between DPL Inc., the Registration Statement Bank of New York, as agent, and the banks on Form S-3 (File No. named therin 33-32348) 4(n) Copy of Shareholder Rights Agreement Exhibit 4 to Report on between DPL Inc. and The First National Form 8-K dated December 13, Bank of Boston 1991 (File No. 1-9052) 10(a) Description of Management Incentive Exhibit 10(c) to Report Compensation Program for Certain on Form 10-K for the year Executive Officers ended December 31, 1986 (File No. 1-9052) 10(b) Copy of Severance Pay Agreement with Exhibit 10(f) to Report on Certain Executive Officers Form 10-K for the year ended December 31, 1987 (File No. 1-9052) IV-3 10(c) Copy of Supplemental Executive Exhibit 10(e) to Report on Retirement Plan amended August 6, 1991 Form 10-K for the year ended December 31, 1991 (File No. 1-9052) 10(d) Amended description of Directors' Exhibit 10(d) to Report on Deferred Stock Compensation Plan Form 10-K for the year effective January 1, 1993 ended December 31, 1993 (File No. 1-9052) 10(e) Amended description of Deferred Exhibit 10(e) to Report on Compensation Plan for Non-Employee Form 10-K for the year Directors effective January 1, 1993 ended December 31, 1993 (File No. 1-9052) 10(f) Copy of Management Stock Incentive Plan Exhibit 10(f) to Report on amended January 1, 1993 Form 10-K for the year ended December 31, 1993 (File No. 1-9052) 18 Copy of preferability letter relating to Exhibit 18 to Report on change in accounting for unbilled revenue Form 10-K for the year from Price Waterhouse LLP ended December 31, 1987 (File No. 1-9052) The following exhibits are filed herewith: Page No. -------- 13 Copy of DPL Inc.'s 1996 Annual Report to Shareholders 21 Copy of List of Subsidiaries of DPL Inc. 23 Consent of Price Waterhouse LLP Pursuant to paragraph (b) (4) (iii) (A) of Item 601 of Regulation S-K, DPL Inc. has not filed as an exhibit to this Form 10-K certain instruments with respect to long-term debt if the total amount of securities authorized thereunder does not exceed 10% of the total assets of DPL Inc. and its subsidiaries on a consolidated basis, but hereby agrees to furnish to the SEC on request any such instruments. (b) Reports on Form 8-K ------------------- None. IV-4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DPL Inc. Registrant March 27, 1997 /s/ Allen M. Hill ----------------------------- Allen M. Hill President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Director March , 1997 - ---------------------- (T. J. Danis) Director March , 1997 - ---------------------- (J. F. Dicke, II) /s/ Peter H. Forster Director and Chairman March 27, 1997 - ---------------------- (P. H. Forster) /s/ Ernie Green Director March 27, 1997 - ---------------------- (E. Green) /s/ Jane G. Haley Director March 27, 1997 - ---------------------- (J. G. Haley) /s/ Allen M. Hill Director, President and March 27, 1997 - ---------------------- Chief Executive Officer (A. M. Hill) IV-5 Director March , 1997 - ---------------------- (W A. Hillenbrand) Director March , 1997 - ----------------------- (D. R. Holmes) /s/ Thomas M. Jenkins Group Vice President and March 27, 1997 - ----------------------- Treasurer (principal (T. M. Jenkins) financial and accounting officer) /s/ Burnell R. Roberts Director March 27, 1997 - ----------------------- (B. R. Roberts) IV-6 Schedule II DPL Inc. VALUATION AND QUALIFYING ACCOUNTS For the years ended December 31, 1996, 1995 and 1994 - -------------------------------------------------------------------------------------------- COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - -------------------------------------------------------------------------------------------- Additions ---------------- Balance at Charged Balance Beginning to Deductions at End Description of Period Income Other (1) of Period - -------------------------------------------------------------------------------------------- --------------------thousands---------------------- 1996: Deducted from accounts receivable-- Provision for uncollectible accounts $6,481 $4,056 $ - $5,454 $5,083 1995: Deducted from accounts receivable-- Provision for uncollectible accounts $7,801 $1,096 $ - $2,416 $6,481 1994: Deducted from accounts receivable-- Provision for uncollectible accounts $9,122 $1,553 $ - $2,874 $7,801 (1) Amounts written off, net of recoveries of accounts previously written off. IV-7