UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 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 Identification No.) incorporation or organization) Courthouse Plaza Southwest Dayton, Ohio 45402 ---------------------------------------- (Address of principal executive offices) (937) 224-6000 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 --- --- Indicate the number of shares of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.01 par value and Preferred Share Purchase Rights 158,682,304 Shares - ----------------------------------- ------------------------------ (Title of each class) (Outstanding at June 30, 1999) DPL INC. INDEX Page No. -------- Part I - Financial Information Item 1. Financial Statements Consolidated Statement of Results of Operations 1 Consolidated Statement of Cash Flows 2 Consolidated Balance Sheet 3 Consolidated Statement of Shareholders' Equity 5 Notes to Consolidated Financial Statements 6 Operating Statistics 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures about Market Risk 12 Part II - Other Information 14 Signatures 16 i CONSOLIDATED STATEMENT OF RESULTS OF OPERATIONS DPL INC. Three Months Six Months Ended Ended June 30 June 30 ------------- ------------- 1999 1998 1999 1998 ---- ---- ---- ---- --millions-- --millions-- Revenues - -------- Utility service revenues $276.6 $292.6 $638.9 $644.9 Other revenues 13.7 14.9 34.9 40.5 ------ ------ ------ ------ Total Revenues 290.3 307.5 673.8 685.4 Expenses - -------- Fuel and purchased power 61.0 66.7 122.1 127.9 Gas purchased for resale 24.3 27.5 108.5 109.3 Operation and maintenance 50.3 60.0 88.3 95.8 Depreciation and amortization 32.8 31.7 65.8 63.4 Amortization of regulatory assets, net 5.9 5.2 12.3 10.8 General taxes 34.1 33.8 68.4 68.3 Interest expense 28.6 23.4 55.1 45.2 ------ ------ ------ ------ Total Expenses 237.0 248.3 520.5 520.7 ------ ------ ------ ------ Income - ------ Operating Income 53.3 59.2 153.3 164.7 Investment income 13.2 6.2 30.3 12.6 Other income and deductions (7.2) (6.0) (6.8) (6.0) ------ ------ ------ ------ income Before Income Taxes 59.3 59.4 176.8 171.3 Income taxes 21.9 24.2 66.9 65.9 ------ ------ ------ ------ Net Income $ 37.4 $ 35.2 $109.9 $105.4 ====== ====== ====== ====== Average Number of Common Shares Outstanding (millions) 151.2 152.7 152.0 152.5 Earnings Per Share of Common Stock Basic and Diluted $ 0.25 $ 0.23 $ 0.72 $ 0.69 Dividends Paid Per Share of Common Stock $0.235 $0.235 $0.470 $0.470 See Notes to Consolidated Financial Statements. These interim statements are unaudited. -1- CONSOLIDATED STATEMENT OF CASH FLOWS DPL INC. Six Months Ended June 30 ---------------- 1999 1998 ---- ---- --millions-- Operating Activities - -------------------- Cash received from utility customers $646.6 $651.1 Other operating cash receipts 51.8 48.9 Cash paid for: Fuel and purchased power (116.7) (128.9) Purchased gas (116.5) (117.3) Operation and maintenance labor (39.6) (42.6) Nonlabor operating expenditures (56.1) (72.2) Interest (50.2) (43.1) Income taxes (61.7) (71.6) Property, excise and payroll taxes (78.1) (77.0) ------ ------ Net cash provided by operating activities 179.5 147.3 Investing Activities - -------------------- Capital expenditures (57.8) (48.2) Purchases of available for sale financial assets (190.2) (155.0) Sales of available for sale financial assets 99.1 50.3 ------ ------ Net cash used for investing activities (148.9) (152.9) Financing Activities - -------------------- Dividends paid on common stock (71.6) (71.6) Issuance of common stock - 10.0 Retirement of long-term debt (239.6) (1.9) Issuance of long-term debt 497.4 98.5 Issuance (retirement) of short-term debt (151.1) 7.7 Purchase of treasury stock (45.3) - ------ ------ Net cash provided by (used for) financing activities (10.2) 42.7 Cash and temporary cash investments-- - ----------------------------------- Net change 20.4 37.1 Balance at beginning of period 13.7 26.1 ------ ------ Balance at end of period $ 34.1 $ 63.2 ====== ====== See Notes to Consolidated Financial Statements. These interim statements are unaudited. -2- CONSOLIDATED BALANCE SHEET DPL INC. At At June 30, December 31, 1999 1998 --millions-- ------- ----------- ASSETS Property - -------- Electric property $3,426.8 $3,398.6 Gas property 299.8 296.9 Other property 58.0 47.8 -------- -------- Total property 3,784.6 3,743.3 Less-- Accumulated depreciation and amortization (1,563.8) (1,504.6) -------- -------- Net property 2,220.8 2,238.7 -------- -------- Current Assets - -------------- Cash and temporary cash investments 34.1 13.7 Accounts receivable, less provision for uncollectible accounts of $2.0 and $4.7, respectively 210.6 227.7 Inventories, at average cost 93.3 112.4 Deferred property and excise taxes 83.3 93.4 Other 35.5 46.2 -------- -------- Total current assets 456.8 493.4 -------- -------- Other Assets - ------------ Financial assets 830.2 698.5 Income taxes recoverable through future revenues 178.2 195.5 Other regulatory assets 68.6 82.2 Other 168.6 147.6 -------- -------- Total other assets 1,245.6 1,123.8 -------- -------- Total Assets $3,923.2 $3,855.9 ======== ======== See Notes to Consolidated Financial Statements. These interim statements are unaudited. -3- CONSOLIDATED BALANCE SHEET (continued) DPL INC. At At June 30, December 31, 1999 1998 ------- ----------- --millions-- CAPITALIZATION AND LIABILITIES Capitalization - -------------- Common shareholders' equity-- Common stock $ 1.6 $ 1.6 Other paid-in capital 754.4 799.0 Common stock held by employee plans (92.3) (94.4) Accumulated other comprehensive income 66.9 47.2 Earnings reinvested in the business 633.2 630.3 -------- -------- Total common shareholders' equity 1,363.8 1,383.7 Preferred stock 22.9 22.9 Long-term debt 1,339.0 1,065.9 -------- -------- Total capitalization 2,725.7 2,472.5 -------- -------- Current Liabilities - ------------------- Short-term debt 43.8 194.9 Dividends payable 36.1 - Accounts payable 83.0 109.0 Accrued taxes 96.6 165.2 Accrued interest 32.2 24.8 Other 72.9 54.9 -------- -------- Total current liabilities 364.6 548.8 -------- -------- Deferred Credits and Other - -------------------------- Deffered taxes 462.1 460.6 Unamortized investment tax credit 67.9 69.4 Insurance and claims costs 156.4 150.7 Other 146.5 153.9 -------- -------- Total deferred credits and other 832.9 834.6 -------- -------- Total Capitalization and Liabilities $3,923.2 $3,855.9 ======== ======== See Notes to Consolidated Financial Statements. These interim statements are unaudited. -4- CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY DPL INC. Six months ended June 30, 1999 and 1998 Common Common Stock Stock Accum. Earnings ------------------ Other Held by Other Reinvested Outstanding Paid-In Employee Comp. in the $ in millions Shares Amount Capital Plans Income Business Total - --------------------------------------------------------------------------------------------- 1999: Beginning Balance 161,264,604 $1.6 $799.0 $(94.4) $47.2 $630.3 $1,383.7 Net income 109.9 Unrealized gains, net of reclassification adjustments, after tax 19.7 Total comprehensive income 129.6 Common stock dividends (107.0) (107.0) Treasury stock (2,582,300) - (45.3) (45.3) Employee stock plans 0.7 2.1 2.8 ------------------------------------------------------------------ Ending balance 158,682,304 $1.6 $754.4 $(92.3) $66.9 $633.2 $1,363.8 ================================================================== 1998: Beginning Balance 160,202,949 $1.6 $777.3 $(98.0) $19.9 $585.2 $1,286.0 Net income 105.4 Unrealized gains, net of reclassification adjustments, after tax 30.6 Total comprehensive income 136.0 Common stock dividends (107.6) (107.6) Dividend reinvestment plan 561,406 - 10.1 10.1 Employee stock plans 0.9 2.0 2.9 Other (8,775) - (0.1) (0.2) (0.3) ------------------------------------------------------------------ Ending balance 160,755,580 $1.6 $788.2 $(96.0) $50.5 $582.8 $1,327.1 ================================================================== See Notes to Consolidated Financial Statements. These interim statements are unaudited. -5- Notes to Consolidated Financial Statements 1. Reclassifications have been made in certain prior years' amounts to conform to the current reporting presentation of DPL Inc. 2. DPL Inc. has prepared the consolidated financial statements in this report without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in DPL Inc.'s 1998 Annual Report on Form 10-K. 3. Other revenues include sales by DPL Inc.'s natural gas supply management subsidiary. These revenues are recorded in the period when the gas is sold. 4. DPL Inc. accounts for its investments in debt and equity securities by classifying the securities into different categories (held-to-maturity and available-for-sale); available-for-sale securities are carried at fair market value and unrealized gains and losses, net of deferred income taxes, are presented as a separate component of shareholders' equity for those investments. Investments classified as held-to-maturity are carried at amortized cost. The value of equity security investments and fixed maturity investments is based upon market quotations or investment cost which is believed to approximate market. The cost basis for equity security and fixed maturity investments is average cost and amortized cost, respectively. At June 30 At December 31 1999 1998 -------------------------- -------------------------- Gross Unrealized Gross Unrealized -------------------------- -------------------------- Fair Fair $ in millions Value Gains Losses Cost Value Gains Losses Cost - ------------------------------------------------------------------------------ $ $ $ $ $ $ $ $ Assets (a) - ---------- Available for sale equity securities 819.4 110.7 (7.6) 716.3 685.5 78.3 (5.8) 613.0 Held to maturity securities: Debt securities 44.2 - (0.5) 44.7 51.1 1.2 - 49.9 Temporary cash investments 8.5 - - 8.5 12.0 - - 12.0 ---- --- --- ---- ---- --- --- ---- Total 52.7 - (0.5) 53.2 63.1 1.2 - 61.9 Liabilities (b) - --------------- Debt 1,408.7 1,387.7 1,366.6 1,265.2 Capitalization - --------------- Unallocated stock 97.1 66.9 117.1 69.0 in ESOP (a) Maturities range from 1999 to 2011. (b) Includes current maturities. -6- 5. For the three months ended June 30, 1999 and 1998, gross realized gains were $5.6 million and $4.2 million, respectively. There were no gross realized losses in either three-month period. Gross realized gains and losses were $20.0 million and $0.8 million respectively for the six months ended June 30, 1999; for the six months ended June 30, 1998 gross realized gains were $8.3 million and there were no losses. 6. A wholly-owned captive subsidiary of DPL Inc. provides certain property and liability insurance coverage to DPL Inc. and its other subsidiaries and business interruption and specific risk coverage for DPL Inc.'s principal subsidiary, The Dayton Power and Light Company ("DP&L"). Insurance and claims costs on the balance sheet represent insurance reserves of the captive subsidiary. These reserves are provided based on a consultant's actuarial methods and loss experience data. Management has relied on the actuarial methods employed by the consultant to determine the adequacy of the reserves. Such liabilities are determined, in the aggregate, based on a reasonable estimation of probable insured events occurring throughout each period. There is uncertainty associated with the loss estimates, and actual results could differ from the estimates. 7. DP&L and other Ohio utilities have undivided ownership interests in seven electric generating facilities and numerous transmission facilities. Certain expenses, primarily fuel costs for the generating units, are allocated to the owners based on their energy usage. The remaining expenses, as well as the investments in fuel inventory, plant materials and operating supplies, and capital additions, are allocated to the owners in accordance with their respective ownership interests. The information included in this Form 10-Q reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the periods presented. Any adjustments are of a normal recurring nature. -7- OPERATING STATISTICS The Dayton Power and Light Company Three Months Six Months Ended Ended June 30 June 30 ------------- ------------- 1999 1998 1999 1998 ---- ---- ---- ---- Electric - -------- Sales (millions of kWh)-- Residential 943 1,005 2,357 2,328 Commercial 852 886 1,650 1,706 Industrial 1,316 1,200 2,439 2,298 Other 936 1,151 1,844 2,336 ------- ------- ------- ------ Total 4,047 4,242 8,290 8,668 Revenues (thousands of dollars)-- Residential 87,960 92,536 202,061 202,044 Commercial 59,479 61,502 114,728 118,180 Industrial 62,928 59,395 117,711 111,918 Other 37,831 50,757 74,124 93,433 ------- ------- ------- ------- Total 248,198 264,190 508,624 525,575 Other Electric Statistics-- Average price per kWh-retail and wholesale customers (cents) 6.05 6.14 6.05 5.95 Fuel cost per net kWh generated (cents) 1.28 1.30 1.27 1.27 Electric customers at end of period 491,568 487,172 491,568 487,172 Average kWh use per residential customer 2,150 2,309 5,373 5,354 Peak demand-maximum one hour use (mw), (net) 2,968 2,931 2,968 2,931 -8- OPERATING STATISTICS (continued) The Dayton Power and Light Company Three Months Six Months Ended Ended June 30 June 30 ------------- -------------- 1999 1998 1999 1998 ---- ---- ---- ---- Gas - --- Sales (millions of MCF)-- Residential 2,474 2,706 15,662 14,063 Commercial 918 1,064 4,865 4,096 Industrial 233 249 1,470 1,170 Other 143 234 816 1,139 Transportation gas delivered 3,806 4,352 10,319 10,265 ------ ------ ------- ------- Total 7,574 8,605 33,132 30,733 Revenues (thousands of dollars)-- Residential 17,281 17,525 85,896 77,478 Commercial 5,053 5,644 24,675 21,018 Industrial 1,218 1,237 7,045 5,728 Other 5,466 4,606 13,915 16,265 ------ ------ ------- ------- Total 29,018 29,012 131,531 120,489 Other Gas Statistics-- Average price MCF-retail customers (dollars) 6.44 6.01 5.33 5.36 Gas customers at end of period 305,145 302,434 305,145 302,434 Degree Days (based on calendar month)-- Heating 455 507 3,298 2,876 Cooling 313 323 313 346 -9- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. ----------------------------------------------------------- This report contains certain forward-looking statements regarding plans and expectations for the future. Investors are cautioned that actual outcomes and results may vary materially from those projected due to various factors beyond DPL Inc.'s control, including abnormal weather, unusual maintenance or repair requirements, changes in fuel costs, increased competition, regulatory changes and decisions, changes in accounting rules and adverse economic conditions. DPL Inc.'s earnings for the second quarter of 1999 were $0.25 per share, up 9% from the $0.23 per share earned in the second quarter a year ago. Earnings were $0.72 per share year-to-date, an increase of 4% over the earnings of $0.69 per share for the same period in 1998. The continued strength of the West Central Ohio economy increased energy demands by business customers. The 4% increase in electric sales to those customers during the second quarter, combined with higher investment income and ongoing cost reduction efforts, resulted in the earnings increase. See Item 5, Other Information, for a discussion of government legislation and the restructuring of Ohio utilities. Financial Condition - ------------------- 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 and the availability of external funds at reasonable cost. On April 6, 1999, DPL Inc. completed a private placement issuance of $500 million of Senior Notes due 2004, with an interest rate of 6.32%. The proceeds were used for the redemption of DP&L's $225 million 8.40% Series of First Mortgage Bonds, the reduction of short-term debt and for general corporate purposes. At June 30, 1999, DPL Inc.'s cash and temporary cash investment balance was $34.1 million. DPL Inc. held financial assets valued as of June 30, 1999 at $830.2 million. Financial assets include direct and indirect managed debt and equity securities. -10- DPL Inc. and its subsidiaries have $300 million available through Revolving Credit Agreements ("Credit Agreements"). At June 30, 1999, DPL Inc. had no borrowings outstanding under these Credit Agreements. DPL Inc. also has $15 million available in a short-term informal line of credit. At June 30, 1999, DPL Inc. had no borrowings outstanding from this line. DP&L has $97 million available in short-term informal lines of credit. At June 30, 1999, DP&L had none of these informal lines outstanding and $43.8 million in commercial paper outstanding. DP&L currently has sufficient capacity to issue First Mortgage Bonds to satisfy its requirements in connection with the financing of its construction and refinancing programs during the five year period 1999-2003. Results of Operations - --------------------- Utility service revenues decreased by $16.0 million for the second quarter because of weather related reduced electric sales to other utilities and residential customers. For the six months ended June 30, 1999, utility service revenues decreased $6.0 million due to reduced electric sales to other utilities partially offset by increased gas sales. Fuel and purchased power decreased $5.7 million and $5.8 million, respectively, from the second quarter and year-to-date last year as a result of decreased retail sales and sales to other utilities. Operation and maintenance expense decreased from last year by $9.7 million for the second quarter and $7.5 million year-to-date. Lower electric and gas distribution costs, uncollectible reserves and benefit costs caused the decreases. Interest expense increased $5.2 million and $9.9 million, respectively, from second quarter and year-to-date last year, because of increased long-term debt balances. Investment income increased by $7.0 million and $17.7 million, respectively, from second quarter and year-to-date last year primarily due to realized gains. Income taxes decreased $2.3 million from the second quarter primarily due to book and tax timing differences. Income taxes increased $1.0 million from year-to-date 1998 because of higher taxable income. Issues and Financial Risks - -------------------------- Some computer applications may not properly recognize dates beginning with the year 2000. This "Y2K" issue, if not corrected, could cause disruptions in information technology systems and operating control systems. -11- DP&L has implemented a plan to identify and correct Y2K issues in its computer applications and operations. This plan includes (1) evaluation of applications and systems, (2) assessment of Y2K errors, (3) correction of errors and (4) testing of applications and systems. The evaluation and assessment phases are complete. The correction and testing phases are substantially complete, with final modifications and testing for a few components to be completed in the third quarter of 1999. The estimated cost of this corrective action is $20 million, and includes modification and replacement of hardware and software. The electric industry relies on computer applications to monitor and control interdependent power systems. These systems are also susceptible to Y2K problems. The utility industry has organized work groups to identify and solve potential problems. DP&L is evaluating the possibility of Y2K disruptions in the industry and is adopting proper contingency plans. Item 3. Quantitative and Qualitative Disclosures about Market Risk. ----------------------------------------------------------- The carrying value of DPL Inc.'s debt, which consists of first mortgage bonds, guaranteed air quality development obligations, notes, commercial paper and lines of credit, was $1,265.2 at December 31, 1998. The fair value of this debt, based on current market prices or discounted cash flows using current rates for similar issues with similar terms and remaining maturities, was $1,366.6 million. The following table presents the principal cash repayments and related weighted average interest rates by maturity date for long-term fixed- rate debt at December 31, 1998. Extended Maturity Date ------------------------------------------------------------- ($ in Millions) 1999 2000 2001 2002 2003 Thereafter Total Fair Value ------------------------------------------------------------- Long-Term Debt - -------------- Fixed Rate $4.4 $5.4 $6.4 $7.4 $8.4 $1,038.3 $1,070.3 $1,171.7 Average Rate 7.7% 7.7% 7.7% 7.8% 7.8% 7.6% 7.6% The primary market risk to which DPL Inc. is exposed is related to short-term interest rate risk. The carrying value and fair value of short-term debt was $194.9 million with a weighted average interest rate of 5.6% at December 31, 1998. The interest expense risk related to this debt was estimated to be approximately an increase/decrease of $0.7 million if the weighted average cost increased/decreased 10%. DPL Inc. closed on a private placement issuance of $500 million of Senior Notes Due 2004, with an interest rate of 6.32% in early April. The proceeds were used to redeem DP&L's $225 million 8.4% Series First Mortgage Bonds and for general corporate purposes including redemption of short-term debt. The following table presents the principal cash repayments and related weighted average interest rates by maturity date for long-term fixed-rate debt after the retirement of the $225 million 8.4% Series First Mortgage Bonds and issuance of $500 million of Senior Notes Due 2004. -12- Extended Maturity Date (Including $500 Senior Notes Due 2004) -------------------------------------------------------------- ($ in Millions) 1999 2000 2001 2002 2003 Thereafter Total Fair Value -------------------------------------------------------------- Long-Term Debt - -------------- Fixed Rate $229.4 $5.4 $6.4 $7.4 $8.4 $1,313.3 $1,345.3 $1,446.7 Average Rate 8.4% 7.7% 7.7% 7.8% 7.8% 6.9% 7.0% The fair value of available for sale securities was $819.4 million and $685.5 million at June 30, 1999 and December 31, 1998, respectively. The equity price risk related to these securities was estimated as the potential increase/decrease in fair value of $81.9 million and $68.6 million at June 30, 1999 and December 31, 1998, respectively, that resulted from a hypothetical 10% increase/decrease in the market prices. As of June 30, 1999, there have been no other material changes in the above information since the end of the preceding fiscal year. -13- Part II. Other Information Item 5. Other Information. ----------------- Rate Regulation and Government Legislation - ------------------------------------------ On July 6, 1999 Ohio Governor Taft signed an Ohio electric industry restructuring bill which will become effective on October 5, 1999. Under the bill, beginning January 1, 2001 electric generation, aggregation, power marketing and power brokerage services supplied to retail customers in the State of Ohio will be deemed competitive and will not be subject to supervision and regulation by the Public Utilities Commission of Ohio ("PUCO"). Existing limitations on an electric public utility's ownership rights of a non-public utility were eliminated. All earnings obligations, restrictions or caps imposed on an electric utility in a PUCO order are void as of the effective date of the legislation. Within ninety days of the effective date of the legislation, DP&L is required to file with the PUCO a transition plan. The PUCO is required to issue a final order not later than 275 days after the plan is filed, or in no event later than October 31, 2000. As part of the transition plan, companies may file for the opportunity to receive transition revenues to be recovered through a transition charge during the market development period which ends December 31, 2005. The amount of transition revenues allowed will be determined by the PUCO based on criteria set forth in the statute. Regulatory assets that are part of the total allowable amount of transition costs will be separately identified as part of the transition charge, and the PUCO may set the revenue requirement for their recovery to end no later than December 31, 2010. A shopping incentive will be factored into the setting of the transition charge to induce 20% load switching by customer class by December 31, 2003, or halfway through the utility's market development period. The legislation contains a mandatory 5% rate cut for residential customers limited to the generation portion of their overall electric bill. No company is permitted to own or control transmission facilities in Ohio on or after the start date of competition unless that entity is a member of and turns over control of its transmission facilities to one or more qualifying transmission entities as outlined in the statute. -14- Item 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) The following exhibits are filed herewith: Exhibit No. Description - ----------- ----------- 4 Copy of the Note Purchase Agreement dated April 6, 1999 for $500 million of 6.32% Senior Notes due 2004. 27 Financial Data Schedule (b) Reports on Form 8-K. No reports on Form 8-K were filed by DPL Inc. during the quarter ended June 30, 1999. -15- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DPL INC. ----------------------------- (Registrant) Date: August 13, 1999 /s/James P. Torgerson -------------------- --------------------------------- James P. Torgerson Vice President, CFO and Treasurer Date: August 13, 1999 /s/Stephen F. Koziar, Jr. -------------------- ---------------------------------- Stephen F. Koziar, Jr. Group Vice President and Secretary -16-