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, 2000
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 1-2385
THE DAYTON POWER AND LIGHT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 31-0258470
(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) (ZIP CODE)
Registrant's telephone number, including area code: 937-224-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
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 (_)
Number of shares of registrant's common stock outstanding as of February 28,
2001, all of which were held by DPL Inc., was 41,172,173.
THE DAYTON POWER AND LIGHT COMPANY
Index to Annual Report on Form 10-K
Fiscal Year Ended December 31, 2000
Page No.
Part I
Item 1 Business.......................................................... 3
Item 2 Properties........................................................ 14
Item 3 Legal Proceedings................................................. 14
Item 4 Submission of Matters to a Vote of Security Holders............... 14
Part II
Item 5 Market for Registrant's Common Equity and Related Shareholder
Matters........................................................... 15
Item 6 Selected Financial Data........................................... 15
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 16
Item 7A Quantitative and Qualitative Disclosure about Market Risk......... 22
Item 8 Financial Statements and Supplementary Data....................... 22
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................... 44
Part III
Item 10 Directors and Executive Officers of the Registrant................ 44
Item 11 Executive Compensation............................................ 48
Item 12 Security Ownership of Certain Beneficial Owners and Management.... 52
Item 13 Certain Relationships and Related Transactions.................... 52
Part IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K... 53
Other
Signatures........................................................ 57
2
PART I
Item 1 - BUSINESS
- --------------------------------------------------------------------------------
THE COMPANY
The Dayton Power and Light Company (the "Company") is a public utility
incorporated under the laws of Ohio in 1911. The Company sells electricity to
residential, commercial and governmental customers in a 6,000 square mile area
of West Central Ohio. Electricity for the Company's 24 county service area is
generated at eight power plants and is distributed to 495,000 retail customers.
Principal industries served include electrical machinery, automotive and other
transportation equipment, non-electrical machinery, agriculture, paper, and
rubber and plastic products. The Company's sales reflect the general economic
conditions and seasonal weather patterns of the area.
The Company employed 1,806 persons as of December 31, 2000, of which 1,526 were
full-time employees and 280 were part-time employees.
All of the outstanding shares of common stock of the Company are held by DPL
Inc. ("DPL"), which became the Company's corporate parent, effective April 21,
1986.
The Company's principal executive and business office is located at Courthouse
Plaza Southwest, Dayton, Ohio 45402 - telephone (937) 224-6000.
COMPETITION
In October 1999, legislation became effective in Ohio that gave electric utility
customers a choice of energy providers as of January 1, 2001. Under the
legislation, electric generation, aggregation, power marketing, and power
brokerage services supplied to retail customers in Ohio is deemed to be
competitive and is not subject to supervision and regulation by the Public
Utilities Commission of Ohio ("PUCO"). As required by the legislation, the
Company filed its transition plan at the PUCO on December 20, 1999. The Company
received PUCO approval of its plan on September 21, 2000.
The transition plan provides for a three-year transition period, which began
on January 1, 2001 and ends on December 31, 2003, at which time the Company's
generation assets will no longer be subject to Ohio regulation and will be
able to sell all capacity in the open energy market. The plan also provides
for a 5% residential rate reduction on the generation component of the rates,
which reduces revenue by approximately $13-14 million per year; rate
certainty for the three year period for customers that continue to purchase
power from the Company; guaranteed rates for a six-year period for
transmission and delivery services; and recovery of transition costs of
approximately $600 million. Under the plan, DPL has the organizational and
financial flexibility to continue its growth initiatives without regulatory
restrictions.
On September 30, 1996, the FERC conditionally accepted the Company's
market-based sales tariff, which will allow the Company to sell wholesale
generation supply at prices that reflect current market prices.
3
The Company competes with privately and municipally owned electric utilities and
rural electric cooperatives, and other alternate fuel suppliers. The Company
competes on the basis of price and service.
Like other utilities, the Company from time to time may have electric generating
capacity available for sale to other utilities. The Company competes with other
utilities to sell electricity provided by such capacity. The ability of the
Company to sell this electricity will depend on how the Company's price, terms
and conditions compare to those of other suppliers. In addition, from time to
time, the Company makes power purchases from other suppliers.
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.
The Company provides transmission and wholesale electric service to twelve
municipal customers which distribute electricity within their corporate limits.
In addition to these municipal customers, the Company maintains an
interconnection agreement with one municipality that has the capability to
generate a portion of its energy requirements. Sales to municipalities
represented 1.6% of total electricity sales in 2000.
The municipal agreements provide, among other things, for the sale of firm power
by the Company to the municipals on specified terms. However, the parties
disagree in their interpretation of this portion of the agreement and the
Company filed suit against the eleven municipals on December 28, 1998. The
dispute was subsequently settled in 1999. In December 1999, the Company filed a
second suit against the municipals claiming their failure to pay for certain
services rendered under the contract. The municipals filed a complaint at the
Federal Energy Regulatory Commission ("FERC") claiming violation of a mediation
clause. On June 29, 2000 the FERC Administrative Law Judge issued an initial
decision in the case, which was favorable to the Company; however, the FERC has
not yet issued a final order. This dispute is expected to be resolved through
the FERC process, and is not expected to result in a material impact on the
Company's financial position or results of operations.
On April 24, 1996, the FERC issued orders 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 its orders, the FERC further stated that FERC-jurisdictional stranded
costs reasonably incurred and costs of complying with the rules will be
recoverable by electric utilities. Both in 1997 and 1998, the Company reached an
agreement in principle with staff and intervenors in these tariff cases. The
FERC issued an Order accepting the Stipulation between the parties in the
Company's Open Access Transmission Tariff cases on July 30, 1999 and September
17, 1999. The Company was not materially impacted by the Order.
4
FERC issued a final rule on December 20, 1999 specifying the minimum
characteristics and functions for Regional Transmission Organizations ("RTO").
The rule required that all public utilities that own, operate or control
interstate transmission file a proposal to join a RTO by October 15, 2000 or
file a description of efforts taken to participate in an RTO, reasons for not
participating in an RTO, any obstacles to participation in an RTO, and any plans
for further work towards participation. The Company filed with the FERC to join
the Alliance RTO and expects to transfer operational control of its transmission
assets to the Alliance when it is complete.
On July 22, 1998, the PUCO approved the implementation of Minimum Electric
Service Standards for all of Ohio's investor-owned electric utilities. This
Order details minimum standards of performance for a variety of service related
functions effective July 1, 1999. On December 21, 1999, the PUCO issued
additional rules proposed by the PUCO staff, which are designed to guide the
electric utility companies as they prepare to enter into deregulation. These
rules include certification of providers of competitive retail electric
services, minimum competitive retail electric service standards, monitoring the
electric utility market, and establishing procedures for alternative dispute
resolution. There were also rules issued to amend existing rules for
noncompetitive electric service and safety standards and electric companies
long-term forecast reporting. The Company submitted comments on the proposed
rules on January 31, 2000. The rules were finalized by the PUCO in June 2000 and
did not have a material impact on the Company's financial position.
Responding to the new Ohio legislation, the Company is functionally separating
its various business units and is evaluating each unit on a stand-alone basis.
Business units not complementing DPL's going-forward strategy may be divested.
In October 2000, the Company completed the sale of its natural gas retail
distribution assets and certain liabilities for $468 million in cash.
CONSTRUCTION PROGRAM
Construction additions were $125 million in 2000 and $80 million in 1999. The
capital program for 2001 is approximately $169 million. The major component of
the 2001 capital program is environmental compliance at $64 million.
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. The Company'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 the Company's
operations cannot be estimated at this time.
5
ELECTRIC OPERATIONS AND FUEL SUPPLY
The Company's present winter generating capability is 3,371,000 KW. Of this
capability, 2,843,000 KW (approximately 84%) 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"). Each company owns a
specified undivided share of each of these units, 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 the Company. The Company's all-time net peak
load was 3,130,000 KW, occurring in 1999. The present summer generating
capability is 3,269,000 KW.
GENERATING FACILITIES
MW Rating
--------------------
Operating Company
Station Ownership* Company Location Portion Total
------- ---------- ------- -------- ------- -----
COAL UNITS
Hutchings W Company Miamisburg, OH 371 371
Killen C Company Wrightsville, OH 402 600
Stuart C Company 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 Company Miamisburg, OH 33 33
Yankee Street W Company Centerville, OH 138 138
Monument W Company Dayton, OH 12 12
Tait W Company Dayton, OH 10 10
Sidney W Company Sidney, OH 12 12
Tait Gas Turbine 1 W Company Moraine, OH 100 100
Tait Gas Turbine 2 W Company Moraine, OH 102 102
Tait Gas Turbine 3 W Company Moraine, OH 102 102
Killen C Company Wrightsville, OH 16 24
Stuart C Company Aberdeen, OH 3 10
*W = Wholly-Owned
C = Commonly Owned
6
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. The Company has
several interconnections with other companies for the purchase, sale and
interchange of electricity. In addition, the Company is in the process of
constructing an additional 40.2-mile long, 345,000-volt circuit between CG&E's
Foster Substation and the Company's Bath Substation, with a target in-service
date of June 1, 2001. The circuit will be jointly owned by the Company and CG&E.
The Company generated over 99% of its electric output from coal-fired units in
2000. The remainder was from oil or natural gas-fired units, which were used to
meet peak demands.
The Company estimates that up to 75% of its coal requirements for the period
2001-2004 will be obtained through long-term contracts, with the balance to be
obtained by spot market purchases. The Company has been informed by CG&E and CSP
for the commonly owned units which they operate that sufficient coal supplies
will be available during the same planning horizon.
The prices to be paid by the Company 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 average fuel cost per kilowatt-hour ("kWh") generated of fuel burned for
electric generation (coal, gas and oil) for the year was 1.18(cent) in 2000 and
1.30(cent) in both 1999 and 1998. With the onset of competition in January 2001,
the EFC became part of the Standard Offer Generation Rate. See RATE REGULATION
AND GOVERNMENT LEGISLATION and ENVIRONMENTAL CONSIDERATIONS.
GAS OPERATIONS AND GAS SUPPLY
In October 2000, the Company completed the sale of its natural gas retail
distribution assets and certain liabilities for $468 million in cash. The
transaction was valued pursuant to an arms-length negotiation and resulted in a
pre-tax gain of $183 million ($121 million net of taxes). Proceeds from the sale
were used to finance the regional merchant generation expansion and reduce
outstanding short-term debt.
RATE REGULATION AND GOVERNMENT LEGISLATION
The Company's sales to retail customers are subject to rate regulation by the
PUCO and various municipalities. The Company's wholesale electric rates to
municipal corporations and other distributors of electric energy are subject to
regulation by the FERC under the Federal Power Act.
7
Ohio law establishes the process for determining rates charged by public
utilities. Regulation of rates encompasses the timing of applications, the
effective date of rate increases, the cost basis upon which the rates are based
and other related matters. Ohio law also establishes the Office of the Ohio
Consumers' Counsel (the "OCC"), which has the authority to represent residential
consumers in state and federal judicial and administrative rate proceedings.
Ohio legislation extends the jurisdiction of the PUCO to the records and
accounts of certain public utility holding company systems, including DPL. The
legislation extends the PUCO's supervisory powers to a holding company system's
general condition and capitalization, among other matters, to the extent that
they relate to the costs associated with the provision of public utility
service.
Based on existing regulatory authorization, regulatory assets on the
Consolidated Balance Sheet include:
At December 31,
2000 1999
------ ------
($ in millions)
Income taxes recoverable through
future revenues (B) .................. $ 19.8 $168.5
Regulatory transition costs (A) .......... 144.8 --
Other costs (B) .......................... 1.6 53.3
------ ------
Total .................................... $166.2 $221.8
====== ======
(A) As discussed in the COMPETITION section, the Company received PUCO
approval of its transition plan for the deregulation of its generation
business. Accordingly, the Company discontinued the use of its regulatory
accounting model for its generation operations. As a result, a $63.7
million before tax benefits ($41.4 million net of taxes) reduction of
generation-related regulatory assets was recorded in the third quarter of
2000 as an extraordinary item and other generation-related regulatory
assets were reclassified to the "Regulatory transition costs" asset.
(B) Certain deferred costs remain authorized for recovery by
regulators. These relate primarily to the Company's electric transmission
and distribution operations and are being amortized over the recovery
period of the assets involved.
Under the legislation passed in 1999, the percentage of income payment plan
("PIPP") for eligible low-income households will be converted to a universal
service fund. The universal service program will be administered by the Ohio
Department of Development. As part of the Company's Electric Transition Plan,
the Company has requested to recover PIPP arrearages remaining as of December
31, 2000 as part of a transition charge.
8
In 2000, the PUCO amended the rules for Long-Term Forecast Reports for all
investor-owned electric transmission and distribution companies in Ohio. Under
these rules, each transmission and/or distribution company must annually file a
Long-Term Electric Forecast Report, which presents 10-year energy and demand
transmission and distribution forecasts. The reports also must contain
information on the company's existing and planned transmission and distribution
systems, as well as a substantiation of the need for any system upgrades or
additions. The Company filed a combined 2000/2001 Long-Term Electric Forecast
Report under these amended rules in March 2001.
The PUCO is composed of five commissioners appointed to staggered five-year
terms. The current Commission is composed of the following members:
Name Beginning of Term End of Term
- ---- ----------------- -----------
Clarence D. Rogers.............. February 2001 April 2006
Rhonda H. Fergus................ April 1995 April 2005
Chairman Alan R. Schriber....... April 1999 April 2004
Donald L. Mason................. April 1998 April 2003
Judith A. Jones................. April 1997 April 2002
See COMPETITION for more detail regarding the impact of legislation passed in
October 1999.
ENVIRONMENTAL CONSIDERATIONS
The operations of the Company, including the commonly owned facilities operated
by the Company, 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. The possibility exists that current environmental regulations could be
revised which could change the level of estimated construction expenditures. See
CONSTRUCTION PROGRAM.
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.
The Company's environmental compliance plan ("ECP") was approved by the PUCO on
May 6, 1993 and, on November 9, 1995, the PUCO approved the continued
appropriateness of the ECP. Phase I requirements were 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 are being met primarily by switching to lower sulfur coal at all
non-scrubbed coal-fired electric generating units.
9
In November 1999, the United States Environmental Protection Agency ("US EPA")
filed civil complaints and Notices of Violations ("NOV's") against operators and
owners of certain generation facilities for alleged violations of the Clean Air
Act ("CAA"). Generation units operated by partners CG&E (Beckjord 6) and CSP
(Conesville 4) and co-owned by the Company were referenced in these actions.
Numerous northeast states have filed complaints or have indicated that they will
be joining the EPA's action against the partners. The Company was not identified
in the NOVs, civil complaints or state actions. In December 2000, CG&E announced
that it had reached an Agreement in Principle with the US EPA and other
plaintiffs in an effort to settle the claims. Discussions on the final terms of
the settlement are ongoing, and the outcome of these claims or the impact, if
any, on the Company has not been determined. In June 2000, the US EPA issued a
NOV to J.M. Stuart Station (co-owned by the Company, CG&E, and CSP) for alleged
violations of the Clean Air Act. The NOV contained allegations consistent with
NOV's and complaints that the EPA has recently brought against numerous other
coal-fired utilities in the Midwest. The Company will vigorously challenge the
NOV. At this time, the outcome of these claims or the impact, if any, on the
Company is unknown.
In September 1998, the US EPA issued a final rule requiring states to modify
their State Implementation Plans ("SIPs") under the CAA. The modified SIPs are
likely to result in further nitrogen oxide ("NOx") reduction requirements placed
on coal-fired generating units by 2003. In order to meet these NOx requirements,
the Company's total capital expenditures are estimated to be approximately $175
million over the next three years. Industry groups and others appealed the rules
in United States District Court. The requirement for states to submit revised
implementation plans has been stayed until the outcome of the litigation. In
March 2000, the United States District Court upheld the rule. Industry groups
and others have appealed this decision. As a result of the litigation, the Court
extended the compliance date of the rule an additional year, until May 31, 2004.
In March 2001, the United States Supreme Court refused to hear further appeals
of the SIP rules. In December 1999, the US EPA issued final rules granting
various CAA Section 126 petitions filed by northeast states. The Company's
facilities were identified, among many others, in the rulemaking. The Company's
current NOx reduction strategy and associated expenditures to meet the SIP call
should satisfy the rulemaking reduction requirements.
On December 14, 2000, the US EPA issued a determination that coal- and oil-fired
electric generation units should be regulated for emissions of mercury and
hazardous air pollutants. The US EPA will issue proposed rules by December 2003
and final rules by December 2004. The impact of the regulatory determination
cannot be determined at this time.
10
LAND USE
The Company and numerous other parties have been notified by the US EPA or the
Ohio Environmental Protection Agency ("Ohio EPA") that it considers them
Potentially Responsible Parties ("PRP's") for clean-up at two superfund sites in
Ohio: the Sanitary Landfill Site on Cardington Road in Montgomery County, Ohio
and the North Sanitary (a.k.a. Valleycrest) Landfill in Dayton, Montgomery
County, Ohio.
The Company received notification from the US EPA in July 1987 for the
Cardington Road site. The Company has not joined the PRP group formed at that
site because of the absence of any known evidence that the Company contributed
hazardous substances to this site. The Record of Decision issued by the US EPA
identifies the chosen clean-up alternative at a cost estimate of $8.1 million.
The Company's settlements with the US EPA and the PRP group are pending for this
site. The final resolution is not expected to have a material effect on the
Company's financial position, earnings or cash flow.
The Company and numerous other parties received notification from the Ohio EPA
on July 27, 1994 that it considers them PRP's for clean up of hazardous
substances at the North Sanitary Landfill site in Dayton, Ohio. The Company has
not joined the PRP group formed for the site because the available information
does not demonstrate that the Company contributed wastes to the site. The Ohio
EPA has not provided an estimated cost for this site. In October 2000, the PRP
group brought an action against the Company and numerous other parties alleging
that the Company and the others are PRP's that should be liable for a portion of
clean-up costs at the site. The Company will vigorously challenge this action.
The final resolution is not expected to have a material effect on the Company's
financial position, earnings or cash flow.
11
THE DAYTON POWER AND LIGHT COMPANY
OPERATING STATISTICS
ELECTRIC OPERATIONS
YEARS ENDED DECEMBER 31
------------------------------------------------
2000 1999 1998
----------- ----------- -----------
Electric Output (millions of kWh)
General -
Coal-fired units ..................................... 17,053 16,539 16,854
Other units .......................................... 79 189 99
Power purchases .......................................... 1,675 1,523 1,475
Company use and line losses .............................. (1,284) (1,384) (947)
----------- ----------- -----------
Total ................................................ 17,523 16,867 17,481
=========== =========== ===========
Electric Sales (millions of kWh)
Residential .............................................. 4,816 4,725 4,790
Commercial ............................................... 3,539 3,390 3,518
Industrial ............................................... 4,851 4,876 4,655
Public authorities and railroads ......................... 1,371 1,305 1,360
Private utilities and wholesale (a) ...................... 2,946 2,571 3,158
----------- ----------- -----------
Total ................................................ 17,523 16,867 17,481
=========== =========== ===========
Electric Customers at End of Period
Residential .............................................. 444,683 441,468 437,674
Commercial ............................................... 46,218 45,470 44,716
Industrial ............................................... 1,928 1,917 1,909
Public authorities and railroads ......................... 6,108 5,994 5,838
Other .................................................... 48 46 43
----------- ----------- -----------
Total ................................................ 498,985 494,895 490,180
=========== =========== ===========
Operating Revenues (thousands)
Residential .............................................. $ 422,733 $ 412,808 $ 419,948
Commercial ............................................... 245,097 235,309 242,526
Industrial ............................................... 236,670 242,410 228,685
Public authorities and railroads ......................... 74,484 69,777 76,686
Private utilities and wholesale (a) ...................... 112,328 79,196 86,485
Other .................................................... 18,743 18,844 18,651
----------- ----------- -----------
Total ................................................ $ 1,110,055 $ 1,058,344 $ 1,072,981
=========== =========== ===========
NOTE:
a) Sales and revenue numbers for private utilities and wholesale include
merchant electric peaking generation capacity sales.
b) See Note 14 to Consolidated Financial Statements for additional
information.
12
THE DAYTON POWER AND LIGHT COMPANY
OPERATING STATISTICS
GAS OPERATIONS
YEARS ENDED DECEMBER 31
---------------------------------------------
2000 1999 1998
--------- --------- ---------
Gas Output (thousands of MCF)
Direct market purchases .................................. 27,723 37,865 36,497
Liquefied petroleum gas .................................. 57 2 3
Company use and unaccounted for .......................... (546) (2,116) (912)
Transportation gas received .............................. 16,057 19,964 18,125
--------- --------- ---------
Total ................................................ 43,291 55,715 53,713
========= ========= =========
Gas Sales (thousands of MCF)
Residential .............................................. 18,538 24,450 24,877
Commercial ............................................... 5,838 7,647 7,433
Industrial ............................................... 2,034 2,246 1,916
Public authorities ....................................... 776 1,182 1,699
Transportation gas delivered ............................. 16,105 20,190 17,788
--------- --------- ---------
Total ................................................ 43,291 55,715 53,713
========= ========= =========
Gas Customers at End of Period
Residential .............................................. -- 282,706 279,784
Commercial ............................................... -- 22,635 22,491
Industrial ............................................... -- 1,303 1,441
Public authorities ....................................... -- 1,173 1,509
--------- --------- ---------
Total ................................................ -- 307,817 305,225
========= ========= =========
Operating Revenues (thousands)
Residential .............................................. $ 119,460 $ 139,545 $ 138,802
Commercial ............................................... 35,262 40,225 38,243
Industrial ............................................... 11,114 11,017 9,291
Public authorities ....................................... 4,466 5,908 8,230
Other .................................................... 13,554 18,284 16,640
--------- --------- ---------
Total ................................................ $ 183,856 $ 214,979 $ 211,206
========= ========= =========
NOTE:
1) The Company completed the sale of its natural gas retail distribution
assets and certain liabilities in October 2000.
2) See Note 14 to Consolidated Financial Statements for additional
information.
13
Item 2 - PROPERTIES
- --------------------------------------------------------------------------------
ELECTRIC
Information relating to the Company's electric properties is contained in Item 1
- - BUSINESS, THE COMPANY (page 3), CONSTRUCTION PROGRAM (page 5), ELECTRIC
OPERATIONS AND FUEL SUPPLY (pages 6-7) and Item 8 - Notes 4 and 11 of Notes to
Consolidated Financial Statements on pages 30-31 and 38, respectively, which
pages are incorporated herein by reference.
GAS
Information relating to the Company's gas properties is contained in Item 1 -
BUSINESS, THE COMPANY (page 3), and GAS OPERATIONS AND GAS SUPPLY (page 7) and
Note 3 of Notes to Consolidated Financial Statements (page 30), which pages are
incorporated herein by reference.
Substantially all property and plant of the Company is subject to the lien of
the Mortgage securing the Company's First Mortgage Bonds.
Item 3 - LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
Information relating to legal proceedings involving the Company is contained in
Item 1 - BUSINESS, THE COMPANY (page 3), COMPETITION (pages 3-5), ELECTRIC
OPERATIONS AND FUEL SUPPLY (pages 6-7), GAS OPERATIONS AND GAS SUPPLY (page 7)
and Note 3 of Notes to Consolidated Financial Statements on page 30, RATE
REGULATION AND GOVERNMENT LEGISLATION (pages 7-9), ENVIRONMENTAL CONSIDERATIONS
(pages 9-11) and Item 8 - Note 4 of Notes to Consolidated Financial Statements
on pages 30-31, which pages are incorporated herein by reference.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- --------------------------------------------------------------------------------
None.
14
PART II
Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- --------------------------------------------------------------------------------
The Company's common stock is held solely by DPL Inc. and as a result is not
listed for trading on any stock exchange.
The information required by this item of Form 10-K is set forth in Item 8 -
Selected Quarterly Information on page 41 and the Financial and Statistical
Summary on page 42, which pages are incorporated herein by reference.
As long as any Preferred Stock is outstanding, the Company'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 the Company 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 the Company were available for Common Stock dividends.
Item 6 - SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------
The information required by this item of Form 10-K is set forth in Item 8 -
Financial and Statistical Summary on page 42, which page is incorporated herein
by reference.
15
Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
OVERVIEW
The Dayton Power and Light Company ("the Company") reported earnings on common
stock before non-recurring and extraordinary items of $221.0 million in 2000, an
increase of 15% over 1999 earnings on common stock of $191.6 million. This
growth came primarily from increased wholesale and retail sales. 1999 earnings
on common stock increased 14% over 1998 earnings on common stock of $168.6
million due to strong cost control efforts.
Several events occurred in 2000 for the Company as it prepared for the
deregulation of the energy markets. In the first quarter, the Company expensed
$4.2 million before tax benefits to realign its compensation programs more fully
with shareholders' interest. In the third quarter, the Company received an order
from the Public Utilities Commission of Ohio ("PUCO") approving its deregulation
transition plan, which resulted in an extraordinary charge of $63.7 million
before tax benefits for the elimination of regulatory accounting for the
generation business. In the fourth quarter, the Company completed the sale of
its natural gas retail distribution operations and reported a pre-tax gain on
the sale of $182.5 million. Each of these non-recurring events affected 2000
financial results as outlined below:
$ in millions 2000 1999 1998
- ---------------------------------------------------------------------------------------
Earnings on Common Stock after non-
recurring and extraordinary items ........... $ 297.9 $ 191.6 $ 168.6
Compensation program .................. 2.7
Deregulation order .................... 41.4
Gas operations - gain on sale ......... (121.0)
--------
Earnings on Common Stock before non-
recurring and extraordinary items ........... $ 221.0 $ 191.6 $ 168.6
INCOME STATEMENT HIGHLIGHTS
$ in millions 2000 1999 1998
- ---------------------------------------------------------------------------------------
ELECTRIC:
Revenues (a)............................... $1,110.1 $1,058.3 $1,073.0
Fuel and purchased power .................. 286.1 263.2 257.0
-------- -------- --------
Net revenues .......................... 824.0 795.1 816.0
GAS UTILITY: (b)
Revenues .................................. 183.8 215.0 211.2
Gas purchased for resale .................. 116.9 129.9 127.9
-------- -------- --------
Net revenues .......................... 66.9 85.1 83.3
(a) ELECTRIC REVENUES INCLUDE MERCHANT ELECTRIC PEAKING GENERATION CAPACITY
SALES.
(b) THE COMPANY COMPLETED THE SALE OF ITS NATURAL GAS RETAIL DISTRIBUTION ASSETS
AND CERTAIN LIABILITIES IN OCTOBER 2000.
16
In 2000, net electric revenues increased $28.9 million or 4% as a result of
higher wholesale and retail sales. Wholesale revenues increased as a result of
increased volume and higher average prices. Colder than normal temperatures in
the fourth quarter contributed to the increased retail sales despite unusually
mild temperatures throughout the summer. The effect of these increased sales on
fuel and purchased power costs were offset by lower fuel expense used in
generation (cents per net kilowatt-hour generated decreased 6%). In 1999, net
electric revenues decreased 3% as a result of lower wholesale sales and
increased purchased power costs.
Net gas utility revenues decreased $18.2 million or 21% in 2000 compared to 1999
as a result of the sale of the natural gas retail distribution operations, which
was completed on October 31, 2000. Net gas utility revenues increased 2% in 1999
as a result of higher sales to business customers.
Operation and maintenance expense decreased 6% as a result of lower benefit
costs and gas retail distribution expense, partially offset by higher costs for
insurance, claims, uncollectibles, and power production. Operation and
maintenance expense decreased 17% in 1999 as a result of lower costs for
insurance, claims, labor, benefits, and line clearance. Year to year variances
in insurance and claims costs result primarily from adjustments to
actuarially-determined reserve requirements for risks insured through a captive
insurance company wholly-owned by DPL.
Depreciation and amortization expense decreased 3% in 2000 as a result of the
sale of the natural gas retail distribution operations. Depreciation and
amortization expense increased 7% in 1999 primarily as a result of increased
depreciable assets.
Investment income decreased 52% in 2000 as a result of the November 1999
transfer of the Company's ownership interest in the assets and liabilities of
MVE, Inc. to Plaza Building, Inc., which is another wholly-owned subsidiary of
DPL. Investment income increased 95% in 1999 as a result of realized gains.
Other income (deductions) in 2000 includes the $182.5 million gain on the sale
of the natural gas retail distribution assets and certain liabilities, partially
offset by costs related to the elimination of certain compensation programs and
property donations.
Pursuant to deregulation legislation enacted in Ohio and the Order issued in
September 2000 by the PUCO, the Company discontinued the use of its regulatory
accounting model for its generation operations. As a result, a $63.7 million
before tax benefits ($41.4 million net of taxes) reduction of generation-related
regulatory assets was recorded in the third quarter of 2000 as an extraordinary
item in accordance with the Financial Accounting Standard Board's ("FASB")
Statement of Accounting Standards No. 101, "Regulated Enterprises-Accounting for
the Discontinuation of Application of FASB Statement No. 71." (See Note 4 to the
Consolidated Financial Statements.)
17
CONSTRUCTION PROGRAM AND FINANCING
Construction additions were $125 million in 2000 and $80 million in 1999. The
capital program for 2001 is approximately $169 million and includes $64 million
of environmental compliance additions.
During 2000, total cash provided by operating activities was $286 million. At
year-end, cash and temporary cash investments were $9 million.
Issuance of additional amounts of first mortgage bonds by the Company is limited
by provisions of its mortgage. The amounts and timing of future financings will
depend upon market and other conditions, rate increases, levels of sales and
construction plans. The Company 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 2001-2005.
At year-end 2000, the Company's senior debt credit ratings were as follows:
Fitch............................................. AA
Standard & Poor's Corp............................ BBB+
Moody's Investors Service......................... A2
The credit ratings are investment grade. As a result of DPL's December 2000
press release regarding its exploration of strategic alternatives (see Issues
and Financial Risks - Other Matters), Standard & Poor's placed DPL and the
Company on credit watch with developing implications in January 2001. Developing
implications indicate that ratings could be raised, lowered, or affirmed. Also
in January, Moody's placed the ratings of DPL and its affiliates under review.
The direction of the review is uncertain at this time, and will be refined as
additional information becomes available. On February 15, 2001, DPL announced
that with the current volatile electric market environment and renewed emphasis
on generation capacity and reliability, DPL would pursue its growth strategy as
an independent company based on its regional merchant generation expansion plan.
DPL will continue to monitor the market for the strategic deployment and/or
purchase of assets that provide the most value to shareholders.
MARKET RISK
The carrying value of the Company's debt was $662.4 million at December 31,
2000, consisting of the Company's first mortgage bonds and guaranteed air
quality development obligations. The fair value of this debt was $661.8 million,
based on current market prices or discounted cash flows using current rates for
similar issues with similar terms and remaining maturities. The following table
presents the principal cash repayments and related weighted average interest
rates by maturity date for long-term, fixed-rate debt at December 31, 2000.
18
Long-term Debt
----------------------------------------------------
Expected Maturity Date Amount ($ in millions) Average Rate
- --------------------------------------------------------------------------------
2001 $ 1.0 6.4%
2002 1.0 6.4%
2003 1.0 6.4%
2004 1.0 6.4%
2005 1.0 6.4%
Thereafter 657.4 7.4%
Total $662.4 7.4%
------
Fair Value $661.8
======
Because the long-term debt is at a fixed rate, the primary market risk to the
Company would be short-term interest rate risk. At December 31, 2000, the
Company had no short-term debt outstanding, and therefore, no exposure to
short-term interest rate risk.
ISSUES AND FINANCIAL RISKS
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'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.
ELECTRIC RESTRUCTURING LEGISLATION
In October 1999, legislation became effective in Ohio that gave electric utility
customers a choice of energy providers starting January 1, 2001. Under the
legislation, electric generation, aggregation, power marketing and power
brokerage services supplied to retail customers in Ohio are deemed competitive
and are not subject to supervision and regulation by the PUCO. As required by
the legislation, the Company filed its transition plan at the PUCO on December
20, 1999. The Company received PUCO approval of its plan on September 21, 2000.
The transition plan provides for a three-year transition period, which began
on January 1, 2001 and ends on December 31, 2003, at which time the Company's
generation assets will no longer be subject to Ohio regulation and will be
able to sell all capacity in the open energy markets. The plan also provides
for a 5% residential rate reduction on the generation component of the rates,
which reduces revenue by approximately $13-14 million per year; rate
certainty for the three year period for customers that continue to purchase
power from the Company; guaranteed rates for a six-year period for
transmission and delivery services; and recovery of transition costs of
approximately $600 million. Under the plan, DPL has the organizational and
financial flexibility to continue its growth initiatives without regulatory
restrictions.
19
In 1996 and 1997, the Federal Energy Regulatory Commission ("FERC") issued
orders requiring all electric utilities to file open-access transmission service
tariffs. The Company's resulting tariff case proceedings with FERC staff and
intervenors in 1997 and 1998 culminated in 1999 with the FERC issuing an Order
approving the Company's settlement with no material adverse effect to the
Company. On October 16, 2000 the Company filed with the FERC to join the
Alliance Regional Transmission Organization. The Company expects to transfer
operational control of its transmission assets to the Alliance when it is
complete.
BUSINESS UNIT EVALUATION
Responding to the new Ohio Legislation, the Company is functionally separating
its various business units and is evaluating each unit on a stand-alone basis.
Business units not complementing DPL's going-forward strategy may be divested.
In October 2000, the Company completed the sale of its natural gas retail
distribution assets and certain liabilities for $468 million in cash. The
transaction was valued pursuant to an arms-length negotiation and resulted in a
pre-tax gain of $183 million ($121 million net of tax), which is reflected in
"other income (deductions)" on the Consolidated Statement of Results of
Operations. Proceeds from the sale were used to finance DPL's regional merchant
generation expansion and reduce outstanding short-term debt.
ENVIRONMENTAL
In November 1999, the United States Environmental Protection Agency ("US EPA")
filed civil complaints and Notices of Violations ("NOV's") against operators and
owners of certain generation facilities for alleged violations of the Clean Air
Act ("CAA"). Generation units operated by partners Cincinnati Gas & Electric
Company (Beckjord 6) and Columbus Southern Power Company (Conesville 4) and
co-owned by the Company were referenced in these actions.
Numerous northeast states have filed complaints or have indicated that they will
be joining the US EPA's action against the partners. The Company was not
identified in the NOV's, civil complaints or state actions. In December 2000,
Cincinnati Gas & Electric Company announced that it had reached an Agreement in
Principle with the US EPA and other plaintiffs in an effort to settle the
claims. Discussions on the final terms of the settlement are ongoing, and the
outcome of these claims or the impact, if any, on the Company has not been
determined. In June 2000, the US EPA issued a NOV to J.M. Stuart Station
(co-owned by the Company, Cincinnati Gas & Electric Company, and Columbus
Southern Power Company) for alleged violations of the CAA. The NOV contained
allegations consistent with NOV's and complaints that the US EPA has recently
brought against numerous other coal-fired utilities in the Midwest. The Company
will vigorously challenge the NOV. At this time, the outcome of these claims or
the impact, if any, on the Company is unknown.
20
The United States and Ohio EPA's have notified numerous parties, including the
Company, that they are considered Potentially Responsible Parties ("PRP's") for
clean up of two hazardous waste sites in Ohio. The US EPA has estimated total
costs of under $10 million for its preferred clean-up plans at one of these
sites. The Company's settlements with the US EPA and the PRP group are pending
for the site. The Ohio EPA has not provided an estimated cost for the second
site. In October 2000, the PRP group at the second site brought an action
against the Company and numerous other parties to recover a portion of the
clean-up costs. The Company will vigorously challenge this action. During 1998,
the Company settled its potential liability for two other sites at a minimal
cost. The final resolution of the remaining investigations is not expected to
have a material effect on the Company's financial position, earnings or cash
flow.
In September 1998, the US EPA issued a final rule requiring states to modify
their State Implementation Plans ("SIP's") under the CAA. The modified SIP's are
likely to result in further Nitrogen Oxide ("NOx") reduction requirements placed
on coal-fired generating units by 2003. In order to meet these NOx requirements,
the Company's total capital expenditures are estimated to be approximately $175
million over the next three years. Industry groups and others appealed the rules
in the United States District Court. The requirement for states to submit
revised implementation plans has been stayed until the outcome of the
litigation. In March 2000, the United States District Court upheld the rule.
Industry groups and others have appealed this decision. As a result of the
litigation, the Court extended the compliance date of the rules an additional
year, until May 31, 2004. In March 2001, the United States Supreme Court refused
to hear further appeals of the SIP rules. In December 1999, the US EPA issued
final rules granting various CAA Section 126 petitions filed by northeast
states. The Company's facilities were identified, among many others, in the
rulemaking. The Company's current NOx reduction strategy to meet the SIP call is
expected to satisfy the rulemaking reduction requirements.
On December 14, 2000, the US EPA issued a determination that coal- and oil-fired
electric generating units should be regulated for emissions of mercury and
hazardous air pollutants. The US EPA will issue proposed rules by December 2003
and final rules by December 2004. The impact of the regulatory determination
cannot be determined at this time.
OTHER MATTERS
On December 29, 2000, DPL announced that it had retained the investment banking
firm of Morgan Stanley & Co. Incorporated to explore a range of strategic
options to maximize shareholder value, including the possible sale of all or
part of the company. On February 15, 2001, DPL announced that with the current
volatile electric market environment and renewed emphasis on generation capacity
and reliability, DPL would pursue its growth strategy as an independent company
based on its merchant generation expansion plan. DPL will continue to monitor
the market for the strategic deployment and/or purchase of assets that provide
the most value to shareholders.
21
On January 1, 2001, the Company adopted the provisions of FASB Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities," as amended
("SFAS No. 133"). The impact of adopting SFAS No. 133 was not material to the
Company's financial position or results of operations. The FASB's Derivative
Implementation Group is currently evaluating the application of SFAS No. 133 to
certain electricity contracts. On January 1, 2001, the Company was party to such
contracts of which the fair value on that date was not material. Conclusions
ultimately reached by the FASB could, however, result in future earnings
volatility which may be material.
Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------------------
Information relating to Market Risk is contained in Item 7 - Management's
Discussion and Analysis (page 18).
Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No.
--------
Consolidated Statement of Results of Operations for the three
years in the period ended December 31, 2000........................... 23
Consolidated Statement of Cash Flows for the three years in the
period ended December 31, 2000
24
Consolidated Balance Sheet as of December 31, 2000 and 1999........... 25-26
Consolidated Statement of Shareholder's Equity for the three years
in the period ended December 31, 2000................................. 27
Notes to Consolidated Financial Statements............................ 28-40
Report of Independent Accountants..................................... 43
INDEX TO SUPPLEMENTAL INFORMATION Page No.
--------
Selected Quarterly Information........................................ 41
Financial and Statistical Summary..................................... 42
22
THE DAYTON POWER AND LIGHT COMPANY
CONSOLIDATED STATEMENT OF RESULTS OF OPERATIONS
- -------------------------------------------------------------------------------------------------------
For the years ended December 31,
$ in millions 2000 1999 1998
- -------------------------------------------------------------------------------------------------------
REVENUES
Utility service revenues--
Electric ............................................ $1,110.1 $1,058.3 $1,073.0
Gas (Note 3) ........................................ 183.8 215.0 211.2
-------- -------- --------
Total utility service revenues .................. 1,293.9 1,273.3 1,284.2
-------- -------- --------
EXPENSES
Fuel and purchased power ................................. 286.1 263.2 257.0
Gas purchased for resale (Note 3) ........................ 116.9 129.9 127.9
Operation and maintenance ................................ 191.1 203.9 244.3
Depreciation and amortization (Note 1) ................... 130.3 134.0 125.5
Amortization of regulatory assets, net (Note 4) .......... 16.3 24.9 33.4
General taxes ............................................ 128.4 136.4 136.2
-------- -------- --------
Total expenses .................................. 869.1 892.3 924.3
-------- -------- --------
Operating Income ......................................... 424.8 381.0 359.9
Investment income ........................................ 10.5 21.8 11.2
Interest expense ......................................... (72.7) (81.5) (87.2)
Other income (deductions) (Note 3) ....................... 160.2 (7.7) (1.4)
-------- -------- --------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM ........ 522.8 313.6 282.5
Income Taxes (Notes 1 and 5) ............................. 182.6 121.1 113.0
-------- -------- --------
INCOME BEFORE EXTRAORDINARY ITEM ......................... 340.2 192.5 169.5
Extraordinary Item, Net of Tax ........................... 41.4 -- --
-------- -------- --------
NET INCOME ............................................... 298.8 192.5 169.5
Preferred Dividends (Note 7) ............................. 0.9 0.9 0.9
-------- -------- --------
EARNINGS ON COMMON STOCK ................................. $ 297.9 $ 191.6 $ 168.6
======== ======== ========
See Notes to Consolidated Financial Statements.
23
THE DAYTON POWER AND LIGHT COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
- -----------------------------------------------------------------------------------------------------------------------------------
For the years ended December 31,
$ in millions 2000 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Cash received from utility customers ............................................. $1,297.3 $1,280.1 $1,258.0
Other operating cash receipts .................................................... 22.7 30.0 15.0
Cash paid for:
Fuel and purchased power ..................................................... (269.9) (263.8) (266.5)
Purchased gas (Note 3) ....................................................... (156.5) (135.9) (138.6)
Operation and maintenance labor .............................................. (81.1) (72.8) (84.0)
Nonlabor operating expenditures .............................................. (165.9) (113.8) (143.3)
Interest ..................................................................... (69.2) (79.2) (86.0)
Income taxes ................................................................. (152.6) (106.6) (132.3)
General taxes ................................................................ (139.3) (136.7) (131.1)
-------- -------- --------
Net cash provided by operating activities
(Note 13) ...................................................................... 285.5 401.3 291.2
-------- -------- --------
INVESTING ACTIVITIES
Capital expenditures ............................................................. (109.9) (80.3) (106.4)
Purchases of available-for-sale financial assets ................................. -- (276.9) (147.7)
Sales of available-for-sale financial assets ..................................... -- 61.1 43.9
Proceeds of sale of natural gas retail distribution
operations (Note 3) ............................................................ 468.2 -- --
-------- -------- --------
Net cash provided by (used for) investing activities ............................. 358.3 (296.1) (210.2)
-------- -------- --------
FINANCING ACTIVITIES
Dividends paid on common stock ................................................... (606.4) (130.3) (238.8)
Issuance (retirement) of short-term debt ......................................... (123.0) 112.2 100.2
Parent company capital contribution .............................................. -- 245.0 49.0
Retirement of long-term debt ..................................................... (0.4) (237.6) (0.4)
Dividends paid on preferred stock ................................................ (0.9) (0.9) (0.9)
-------- -------- --------
Net cash used for financing activities ........................................... (730.7) (11.6) (90.9)
-------- -------- --------
CASH AND TEMPORARY CASH INVESTMENTS--
Net change ................................................................... (86.9) 93.6 (9.9)
Balance at beginning of period ............................................... 95.5 1.9 11.8
-------- -------- --------
Balance at end of period ..................................................... $ 8.6 $ 95.5 $ 1.9
======== ======== ========
See Notes to Consolidated Financial Statements.
24
THE DAYTON POWER AND LIGHT COMPANY
CONSOLIDATED BALANCE SHEET
- ---------------------------------------------------------------------------------------------
At December 31,
$ in millions 2000 1999
- ---------------------------------------------------------------------------------------------
ASSETS
PROPERTY
Electric property ............................................ $3,522.6 $3,440.7
Gas property (Note 3) ........................................ -- 332.9
-------- --------
Total property ...................................... 3,522.6 3,773.6
Accumulated depreciation and amortization .................... (1,560.4) (1,602.6)
-------- --------
Net property ........................................ 1,962.2 2,171.0
-------- --------
CURRENT ASSETS
Cash and temporary cash investments .......................... 8.6 95.5
Accounts receivable, less provision for uncollectible
accounts of $6.8 and $4.3 respectively .................. 189.7 206.6
Inventories, at average cost ................................. 45.7 92.9
Prepaid taxes ................................................ 65.4 94.6
Other ........................................................ 35.5 66.9
-------- --------
Total current assets .................................... 344.9 556.5
-------- --------
OTHER ASSETS
Deferred compensation plan (Note 12) ......................... 171.8 116.6
Income taxes recoverable through future
revenues (Notes 1 and 4) ................................ 19.8 168.5
Other regulatory assets (Note 4) ............................. 146.4 53.3
Other assets ................................................. 76.4 87.6
-------- --------
Total other assets ...................................... 414.4 426.0
-------- --------
TOTAL ASSETS ................................................. $2,721.5 $3,153.5
======== ========
See Notes to Consolidated Financial Statements.
25
THE DAYTON POWER AND LIGHT COMPANY
CONSOLIDATED BALANCE SHEET
(continued)
- ------------------------------------------------------------------------------------
At December 31,
$ in millions 2000 1999
- ------------------------------------------------------------------------------------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common shareholder's equity
Common stock .................................... $ 0.4 $ 0.4
Other paid-in capital ........................... 769.8 769.7
Accumulated other comprehensive income .......... 37.3 13.6
Earnings reinvested in the business ............. 205.4 513.9
-------- --------
Total common shareholder's equity ........... 1,012.9 1,297.6
Preferred stock (Note 7) ............................. 22.9 22.9
Long-term debt (Note 8) .............................. 666.5 661.2
-------- --------
Total capitalization ........................ 1,702.3 1,981.7
-------- --------
CURRENT LIABILITIES
Short-term debt (Note 9) ............................. -- 123.1
Accounts payable ..................................... 103.9 126.2
Accrued taxes ........................................ 220.0 164.2
Accrued interest ..................................... 19.1 19.7
Other ................................................ 14.3 60.9
-------- --------
Total current liabilities ................... 357.3 494.1
-------- --------
DEFERRED CREDITS AND OTHER
Deferred taxes (Note 5) .............................. 429.9 453.9
Unamortized investment tax credit .................... 60.2 66.3
Deferred compensation ................................ 113.6 97.2
Other ................................................ 58.2 60.3
-------- --------
Total deferred credits and other ............ 661.9 677.7
-------- --------
TOTAL CAPITALIZATION AND LIABILITIES ................. $2,721.5 $3,153.5
======== ========
See Notes to Consolidated Financial Statements.
26
THE DAYTON POWER AND LIGHT COMPANY
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
Accumulated
Common Stock (a) Other Earnings
---------------------- Compre- Reinvested
Outstanding Other Paid-In hensive in the
$ in millions Shares Amount Capital Income Business Total
- -----------------------------------------------------------------------------------------------------------------------------------
1998:
Beginning balance ....................................... 41,172,173 $0.4 $739.1 $20.3 $521.0 $1,280.8
Comprehensive income:
Net income ............................................ 169.5
Unrealized gains, net of
reclassification adjustments,
after tax (b) ...................................... 13.3
Total comprehensive income .............................. 182.8
Common stock dividends .................................. (238.8) (238.8)
Preferred stock dividends ............................... (0.9) (0.9)
Parent company capital
contribution .......................................... 49.0 49.0
Other ................................................... 0.1 0.1
--------------------------------------------------------------------
Ending balance .......................................... 41,172,173 $0.4 $788.2 $33.6 $450.8 $1,273.0
1999:
Comprehensive income:
Net income ............................................ 192.5
Unrealized gains, net of
reclassification adjustments,
after tax (b) ...................................... 4.1
Total comprehensive income .............................. 196.6
Common stock dividends .................................. (129.7) (129.7)
Dividend-in-kind (c) (Note 1) ........................... (24.1) (24.1)
Dividend-in-kind (Note 1) ............................... (263.6) 1.4 (262.2)
Preferred stock dividends ............................... (0.9) (0.9)
Parent company capital
contribution .......................................... 245.0 245.0
Other ................................................... 0.1 (0.2) (0.1)
--------------------------------------------------------------------
Ending balance .......................................... 41,172,173 $0.4 $769.7 $13.6 $513.9 $1,297.6
2000:
Comprehensive income:
Net income ............................................ 298.8
Unrealized gains, net of
reclassification adjustments,
after tax (b) ...................................... 23.7
Total comprehensive income .............................. 322.5
Common stock dividends .................................. (606.4) (606.4)
Preferred stock dividends ............................... (0.9) (0.9)
Other ................................................... 0.1 0.1
--------------------------------------------------------------------
Ending balance .......................................... 41,172,173 $0.4 $769.8 $37.3 $205.4 $1,012.9
====================================================================
(a) 50,000,000 shares authorized.
(b) Net of taxes of $7.2, $2.2 and $12.8 million in 1998, 1999, and 2000,
respectively.
(c) Net of taxes of $13.1 million in 1999.
See Notes to Consolidated Financial Statements.
27
THE DAYTON POWER AND LIGHT COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Dayton Power and Light Company ("the Company") is a wholly-owned subsidiary
of DPL Inc. ("DPL"). The accounts of the Company and its wholly-owned
subsidiaries are included in the accompanying consolidated financial statements.
In 1999, the Company transferred its ownership interests in the assets and
liabilities of MacGregor Park, Inc. and DP&L Community Urban Redevelopment
Corporation to DPL and transferred its ownership interests in the assets and
liabilities of MVE, Inc. to Plaza Building Inc., which is another wholly-owned
subsidiary of DPL, via dividends-in-kind and a repayment of inter-company debt.
Total assets and liabilities transferred were $470.1 million and $19.0 million,
respectively.
These statements are presented in accordance with accounting principles
generally accepted in the United States, which require management to make
estimates and assumptions related to future events. Reclassifications have been
made in certain prior years' amounts to conform to the current reporting
presentation. The consolidated financial statements principally reflect the
results of operations and financial condition of the Company. DPL and its other
wholly-owned subsidiaries provide certain administrative services to the
Company. These costs were $6.1 million in 2000, $12.5 million in 1999, and $20.1
million in 1998. The primary service provided by the subsidiaries is insurance.
The cost of service is either specifically identified with the Company or
allocated based upon the relationships of payroll, revenue and/or property.
Management considers the cost of service as reasonable and what would have been
incurred on a stand-alone basis.
REVENUES AND FUEL
Revenues include amounts charged to customers through fuel and gas recovery
clauses, which were adjusted periodically for changes in such costs. Related
costs that were recoverable or refundable in future periods are deferred along
with the related income tax effects. As of February 2000, the Company's Electric
Fuel Component ("EFC") was fixed at 1.30(cent) per kilowatt-hour through the end
of the year and the deferral of over/under-recovered fuel costs was no longer
permitted. All remaining deferred fuel balances were amortized to expense in
2000. All gas deferred amounts were included in the sale of the natural gas
retail distribution operations (see Note 3). Beginning January 1, 2001, the EFC
rate of 1.30(cent) became part of the base generation rate. Also included in
revenues are amounts charged to customers through a surcharge for recovery of
arrearages from certain eligible low-income households.
The Company records revenue for services provided but not yet billed to more
closely match revenues with expenses. Accounts receivable on the Consolidated
Balance Sheet includes unbilled revenue of $53.5 million in 2000 and $76.2
million in 1999.
28
PROPERTY, MAINTENANCE AND DEPRECIATION
Property is shown at its original cost. Cost includes direct labor and material
and allocable overhead costs.
For the majority of the depreciable property, when a unit of property is
retired, the original cost of that property plus the cost of removal less any
salvage value is charged to accumulated depreciation.
Depreciation expense is calculated using the straight-line method, which
depreciates the cost of property over its estimated useful life, at an average
rate of 3.5%.
The Company leases office equipment and office space under operating leases with
varying terms. Future rental payments under these operating leases at December
31, 2000 are not material.
REPAIRS AND MAINTENANCE
Costs associated with all planned major work and maintenance activities,
primarily power plant outages, are recognized at the time the work is performed.
These costs are either capitalized or expensed based on Company defined
criteria. Outage costs include labor, materials and supplies and outside
services required to maintain the Company's equipment and facilities.
INCOME TAXES
Deferred income taxes are provided for all temporary differences between the
financial statement basis and the tax basis of assets and liabilities using the
enacted tax rate. For rate-regulated business units, additional deferred income
taxes and offsetting regulatory assets or liabilities are recorded to recognize
that the income taxes will be recoverable/refundable through future revenues.
Investment tax credits, previously deferred, are being amortized over the lives
of the related properties.
CONSOLIDATED STATEMENT OF CASH FLOWS
The temporary cash investments consist of liquid investments with an original
maturity of three months or less.
29
2. RECENT ACCOUNTING STANDARD
On January 1, 2001, the Company adopted the provisions of the Financial
Accounting Standard Board's ("FASB") Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended ("SFAS No. 133"). The
impact of adopting SFAS No. 133 was not material to the Company's financial
position or results of operations. The FASB's Derivative Implementation Group is
currently evaluating the application of SFAS No. 133 to certain electricity
contracts. On January 1, 2001, the Company was party to such contracts of which
the fair value on that date was not material. Conclusions ultimately reached by
the FASB could, however, result in future earnings volatility which may be
material.
3. SALE OF THE GAS BUSINESS
In October 2000, the Company completed the sale of its natural gas retail
distribution assets and certain liabilities for $468 million in cash. The
transaction was valued pursuant to an arms-length negotiation and resulted in a
pre-tax gain of $183 million ($121 million net of taxes), which is reflected in
"Other income (deductions)" on the Consolidated Statement of Results of
Operations. Proceeds from the sale were used to finance the regional merchant
generation expansion and reduce outstanding short-term debt.
4. REGULATORY MATTERS
The Company applies the provisions of the FASB Statement No. 71, "Accounting for
the Effects of Certain Types of Regulation" to its regulated operations. This
accounting standard provides for the deferral of costs authorized for future
recovery by regulators. Based on existing regulatory authorization, regulatory
assets on the Consolidated Balance Sheet include:
At December 31,
$ in million 2000 1999
- ---------------------------------------------------------------------------
Income taxes recoverable through future
revenues (b) .................................. $19.8 $168.5
Regulatory transition costs (a) ................... 144.8 --
Other costs (b) ................................... 1.6 53.3
------ ------
Total ............................................. $166.2 $221.8
====== ======
(a) During 1999, legislation was enacted in Ohio, which restructures the state's
electric utility industry ("the Legislation"). Beginning in 2001, electric
generation, aggregation, power marketing and power brokerage services applied to
Ohio retail customers are not subject to regulation by the Public Utilities
Commission of Ohio ("PUCO"). As required by the Legislation, the Company filed
its transition plan ("the Plan") at the PUCO in 1999, which included an
application for the Company to receive transition revenues to recover regulatory
assets and other potentially stranded costs. Final PUCO approval of the Plan was
received in September 2000.
30
The Plan, which began in January 2001, provides for a three-year transition
period ("the transition period") ending December 31, 2003, at which time the
Company's generation business unit will be fully merchant. As a result of the
PUCO final approval of the transition plan and tariff schedules, the application
of SFAS No. 71 was discontinued for generation-related assets. Transmission and
distribution services, which continue to be regulated based on PUCO-approved
cost based rates, continue to apply SFAS No. 71. The Plan, as approved, provides
for the recovery of a portion of the Company's transition costs, including
generation-related regulatory assets, during the transition period. Based on the
Company's assessment of recoveries of regulatory assets during the transition
period, a $63.7 million before tax benefits ($41.4 million net of taxes)
reduction of generation-related regulatory assets was recorded in the third
quarter of 2000 as an extraordinary item in accordance with FASB Statement of
Accounting Standards No. 101, "Regulated Enterprises-Accounting for the
Discontinuation of Application of FASB Statement No. 71" and other
generation-related regulatory assets were reclassified to the "Regulatory
transition costs" asset.
(b) Certain deferred costs remain authorized for recovery by regulators. These
relate primarily to the Company's electric transmission and distribution
operations and are being amortized over the recovery period of the assets
involved.
5. INCOME TAXES
For the years ended December 31,
$ in millions 2000 1999 1998
- -----------------------------------------------------------------------------------------------
COMPUTATION OF TAX EXPENSE
Federal income tax (a) ................................. $183.0 $109.7 $98.9
Increases (decreases) in tax from --
Regulatory assets ................................. -- 4.4 4.0
Depreciation ...................................... 6.5 13.1 12.5
Investment tax credit amortized ................... (6.1) (3.0) (3.0)
Other, net ........................................ (0.8) (3.1) 0.6
------------------------------------
Total tax expense ............................. $182.6 $121.1 $113.0
====================================
COMPONENTS OF TAX EXPENSE
Taxes currently payable ................................ $243.0 $107.2 $129.2
Deferred taxes--
Regulatory assets ................................. (13.3) (5.8) (8.3)
Liberalized depreciation and amortization ......... (29.3) 5.8 5.9
Fuel and gas costs ................................ (7.1) 9.2 (5.8)
Other ............................................. (4.6) 7.7 (5.0)
Deferred investment tax credit, net .................... (6.1) (3.0) (3.0)
------------------------------------
Total tax expense ............................. $182.6 $121.1 $113.0
====================================
31
(a) The statutory rate of 35% was applied to pre-tax income.
COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES
At December 31,
$ in millions 2000 1999
- --------------------------------------------------------------------------------
NON-CURRENT LIABILITIES
Depreciation/property basis ............................ $(403.8) $(428.0)
Income taxes recoverable ............................... (17.3) (59.0)
Regulatory assets ...................................... (50.6) (16.3)
Investment tax credit .................................. 21.1 23.2
Other .................................................. 20.7 26.2
------- -------
Net non-current liability ......................... $(429.9) $(453.9)
======= =======
NET CURRENT ASSET (LIABILITY) .......................... $ 11.1 $ (9.9)
======= =======
6. PENSIONS AND POSTRETIREMENT BENEFITS
PENSIONS
Substantially all Company employees participate in pension plans paid for by the
Company. Employee benefits are based on their years of service, age,
compensation and year of retirement. The plans are funded in amounts actuarially
determined to provide for these benefits.
The following tables set forth the plans' obligations, assets and amounts
recorded in Other assets on the Consolidated Balance Sheet at December 31:
$ in millions 2000 1999
- -------------------------------------------------------------------------------
CHANGE IN PROJECTED BENEFIT OBLIGATION
Benefit obligation, January 1 ...................... $272.8 $269.2
Service cost ....................................... 5.1 5.9
Interest cost ...................................... 18.9 16.2
Amendments ......................................... 21.1 --
Curtailment (a) .................................... (3.1) --
Actuarial (gain) loss .............................. (26.6) (3.8)
Benefits paid ...................................... (14.5) (14.7)
------ ------
Benefit obligation, December 31 .................... 273.7 272.8
====== ======
32
$ in millions 2000 1999
- -------------------------------------------------------------------------------
CHANGE IN PLAN ASSETS
Fair value of plan assets, January 1 ..................... 421.3 358.9
Actual return on plan assets ............................. (45.5) 77.0
Benefits paid ............................................ (14.5) (14.6)
------ ------
Fair value of plan assets, December 31 ................... 361.3 421.3
------ ------
Plan assets in excess of projected benefit
obligation ............................................. 87.6 148.5
Actuarial gain ........................................... (45.8) (101.8)
Unamortized prior service cost ........................... 23.2 9.8
Unamortized transition obligation ........................ -- (2.8)
------ ------
Net pension assets ....................................... $ 65.0 $ 53.7
====== ======
(A) THE CURTAILMENT WAS RECOGNIZED AS A RESULT OF THE COMPLETION OF THE SALE OF
THE NATURAL GAS RETAIL DISTRIBUTION ASSETS AND CERTAIN LIABILITIES IN
OCTOBER 2000 (SEE NOTE 3).
Assumptions used in determining the projected benefit obligation were as
follows:
2000 1999 1998
----------------------------------
Discount rate for obligations........... 7.25% 6.25% 6.25%
Expected return on plan assets.......... 9.00% 7.50% 7.50%
Average salary increases................ 5.00% 5.00% 5.00%
The following table sets forth the components of pension expense (portions of
which were capitalized):
$ in millions 2000 1999 1998
- -------------------------------------------------------------------------------
EXPENSE FOR YEAR
Service cost ..................................... $ 5.1 $ 5.9 $ 5.9
Interest cost .................................... 18.9 16.2 15.9
Expected return on plan assets ................... (33.9) (25.3) (23.3)
Amortization of unrecognized:
Actuarial (gain) loss .......................... (5.0) (0.5) 1.2
Prior service cost ............................. 4.2 2.1 2.1
Transition obligation .......................... (2.8) (4.3) (4.2)
------ ----- -----
Net pension cost ................................. (13.5) (5.9) (2.4)
Curtailment (a) .................................. 2.1 -- --
------ ----- -----
Net pension cost after curtailment ............... $(11.4) $(5.9) $(2.4)
====== ===== =====
(A) THE CURTAILMENT WAS RECOGNIZED AS A RESULT OF THE COMPLETION OF THE SALE OF
THE NATURAL GAS RETAIL DISTRIBUTION ASSETS AND CERTAIN LIABILITIES IN
OCTOBER 2000 (SEE NOTE 3).
33
POSTRETIREMENT BENEFITS
Qualified employees who retired prior to 1987 and their dependents are eligible
for health care and life insurance benefits. The Company has funded the
union-eligible health benefit using a Voluntary Employee Beneficiary Association
Trust.
The following tables set forth the accumulated postretirement benefit obligation
("APBO"), assets and funded status amounts recorded in Other Deferred Credits on
the Consolidated Balance Sheet at December 31:
$ in millions 2000 1999
- ----------------------------------------------------------------------
CHANGE IN APBO
Benefit obligation, January 1 ..................... $32.4 $32.9
Interest cost ..................................... 2.2 2.0
Curtailment (a) ................................... (0.1) --
Actuarial (gain) loss ............................. (1.0) 0.2
Benefits paid ..................................... (2.7) (2.7)
----- -----
Benefit obligation, December 31 ................... 30.8 32.4
----- -----
CHANGE IN PLAN ASSETS
Fair value of plan assets, January 1 .............. 10.9 12.4
Actual return on plan assets ...................... 1.0 (0.3)
Company contributions ............................. 1.7 1.4
Benefits paid ..................................... (2.7) (2.6)
----- -----
Fair value of plan assets, December 31 ............ 10.9 10.9
----- -----
APBO in excess of plan assets ..................... 19.9 21.5
Unamortized transition obligation ................. (6.9) (10.0)
Actuarial gain .................................... 21.8 22.7
----- -----
Accrued postretirement benefit liability .......... $34.8 $34.2
===== =====
(A) THE CURTAILMENT WAS RECOGNIZED AS A RESULT OF THE COMPLETION OF THE SALE OF
THE NATURAL GAS RETAIL DISTRIBUTION ASSETS AND CERTAIN LIABILITIES IN
OCTOBER 2000 (SEE NOTE 3).
Assumptions used in determining the projected benefit obligation were as
follows:
2000 1999 1998
-------------------------------------
Discount rate for obligations......... 7.25% 6.25% 6.25%
Expected return on plan assets........ 7.00% 5.70% 5.70%
The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation was 7.5% and 8.0% for 2000 and 1999,
respectively, and decreases to 5.0% by 2005. A one percentage point change in
the assumed health care trend rate would affect the service and interest cost by
$0.1 million. A one percentage point increase in the assumed health care trend
rate would increase the postretirement benefit obligation by $2.0 million; and a
one percentage point decrease would decrease the benefit obligation by $1.6
million.
34
The following table sets forth the components of postretirement benefit expense:
$ in millions 2000 1999 1998
- -------------------------------------------------------------------------------
EXPENSE FOR YEAR
Interest cost .......................................... $2.2 $2.0 $2.0
Expected return on plan assets ......................... (0.7) (0.7) (1.0)
Amortization of unrecognized:
Actuarial (gain) loss ................................ (2.2) (2.4) (2.2)
Transition obligation ................................ 2.9 3.0 3.0
---- ---- ----
Postretirement benefit cost ............................ 2.2 1.9 1.8
Curtailment (a) ........................................ 0.1 -- --
---- ---- ----
Postretirement benefit cost after curtailment .......... $2.3 $1.9 $1.8
==== ==== ====
(A) THE CURTAILMENT WAS RECOGNIZED AS A RESULT OF THE COMPLETION OF THE SALE OF
THE NATURAL GAS RETAIL DISTRIBUTION ASSETS AND CERTAIN LIABILITIES IN
OCTOBER 2000 (SEE NOTE 3).
7. PREFERRED STOCK
$25 par value, 4,000,000 shares authorized, no shares outstanding; and $100 par
value, 4,000,000 shares authorized, 228,508 shares without mandatory redemption
provisions outstanding.
Current Current Par Value
Redemption Shares At December 31, 2000 and 1999
Series Rate Price Outstanding ($ in millions)
- -----------------------------------------------------------------------------------------
A 3.75% $102.50 93,280 $ 9.3
B 3.75% $103.00 69,398 7.0
C 3.90% $101.00 65,830 6.6
------- -----
Total 228,508 $22.9
======= =====
The shares may be redeemed at the option of the Company at the per share prices
indicated, plus cumulative accrued dividends.
35
8. LONG-TERM DEBT
At December 31,
$ in millions 2000 1999
- ---------------------------------------------------------------------------------------------
First mortgage bonds maturing:
2024-2026 8.01% (a) ............................................ $446.0 $446.0
Pollution control series maturing through 2027 6.43% (a) ....... 106.0 106.4
------ ------
552.0 552.4
Guarantee of Air Quality Development Obligations
6.10% Series Due 2030 .......................................... 110.0 110.0
Obligation for capital lease ........................................ 4.9 --
Unamortized debt discount and premium (net) ......................... (0.4) (1.2)
------ ------
Total .......................................................... $666.5 $661.2
====== ======
(A) WEIGHTED AVERAGE INTEREST RATE FOR 2000 AND 1999.
The amounts of maturities and mandatory redemptions for first mortgage bonds,
notes, and the capital lease are $1.0 million per year in 2001 through 2005.
Substantially all property of the Company is subject to the mortgage lien
securing the first mortgage bonds.
9. NOTES PAYABLE AND COMPENSATING BALANCES
DPL and its subsidiaries have up to $300 million available through revolving
credit agreements with a consortium of banks. A $200 million agreement expires
in 2001 and the other, for up to $100 million, also expires in 2001. Facility
fees are approximately $500,000 per year. The primary purpose of the revolving
credit facilities is to provide back-up liquidity for the commercial paper
program. At December 31, 2000 and 1999, DPL had no outstanding borrowings under
these credit agreements.
The Company also has $75.0 million available in short-term informal lines of
credit. The commitment fees are immaterial. Borrowings at December 31, 2000 and
1999 were zero.
The Company had no outstanding commercial paper balances at year-end 2000 and
$123.1 million in commercial paper outstanding at a weighted average interest
rate of 5.9% at December 31, 1999.
36
10. EMPLOYEE STOCK PLANS
In 2000, DPL's Board of Directors adopted and its shareholders approved the DPL
Inc. Stock Option Plan, which serves as the primary long-term incentive program
for Company executives and directors. On February 1, 2000, options were granted
at an exercise price of $21.00, which was above the market price of $19.06 per
share on that date. The exercise price of options granted after that date
approximated the market price of the stock on the date of grant. Options granted
represent three-year awards, vest five years from the grant date, and expire ten
years from the grant date. At December 31, 2000, there were 390,000 options
available for grant.
Summarized stock option activity was as follows:
2000
------------
Options granted at beginning of year ............... --
Granted ............................................ 7,610,000
Exercised .......................................... --
Expired ............................................ --
Outstanding at year-end ............................ 7,610,000
Exercisable at year-end ............................ --
- -----------------------------------------------------------------------
Weighted average option prices per share:
At beginning of year ............................ $ --
Granted ......................................... 22.10
Exercised ....................................... --
Expired ......................................... --
Outstanding at year-end ......................... 22.10
Exercisable at year-end ......................... $ --
The weighted-average fair value of options granted was $3.65 per share in 2000.
The fair values of options were estimated as of the date of grant using a
Black-Scholes option pricing model. The weighted averages for the assumptions
used in determining the fair values of options granted in 2000 were as follows:
expected lives of 5.1 years, expected volatility of 18.5%, a dividend yield of
3.5%, and a risk-free interest rate of 6.8%.
The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") and related
interpretations in accounting for its employee stock options. Under APB 25,
compensation expense of $2.3 million was recorded for grants issued prior to the
measurement date for accounting purposes. If the Company had used a fair-value
method of accounting for stock-base compensation cost, reported earnings on
common stock for 2000 would have been $296.4 million.
37
The following table reflects information about stock options outstanding at
December 31, 2000:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
Weighted-Average
Range of Exercise Number Contractual Life Weighted-Average Number Weighted-Average
Prices Outstanding (in years) Exercise Price Exercisable Exercise Price
- ------------------------- -----------------------------------------------------------------------------------
$21.00-$29.63 7,610,000 9.2 $22.10 -- --
11. OWNERSHIP OF FACILITIES
The Company 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 allocable to the
owners based on their energy usage. The remaining expenses, as well as
investments in fuel inventory, plant materials and operating supplies, and
capital additions, are allocated to the owners in accordance with their
respective ownership interests. As of December 31, 2000, the Company had $47
million of construction in progress at such facilities. The Company's share of
the operating cost of such facilities is included in the Consolidated Statement
of Results of Operations, and its share of the investment in the facilities is
included in the Consolidated Balance Sheet.
The following table presents the Company's undivided ownership interest in such
facilities at December 31, 2000:
Company
Company Share Investment
------------------------- ---------------
Production Gross Plant
Ownership Capacity in Service
(%) (MW) ($ in millions)
- ---------------------------------------------------------------------------------------------
Production Units:
Beckjord Unit 6........................... 50.0 210 56
Conesville Unit 4......................... 16.5 129 31
East Bend Station......................... 31.0 186 152
Killen Station............................ 67.0 418 381
Miami Fort Units 7 & 8.................... 36.0 360 125
Stuart Station............................ 35.0 823 256
Zimmer Station............................ 28.1 365 993
Transmission (at varying percentages).......... 70
38
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
At December 31,
2000 1999
Gross Unrealized Gross Unrealized
---------------- ----------------
Fair Fair
$ in millions Value Gains Losses Cost Value Gains Losses Cost
- ------------------------------------------------------------------------------------------------------------------------------------
ASSETS
Available-for-sale equity securities ...................... $122.9 $ 58.2 $ -- $ 64.7 $ 62.4 $ 20.7 -- $ 41.7
Held-to-maturity securities:
Debt securities (A) .................................... $ 50.2 0.8 -- $ 49.4 $ 45.8 -- $ (1.1) $ 46.9
Temporary cash investments ............................. 11.0 -- -- 11.0 82.0 -- -- 82.0
------ ------ ------ ------ ------ ------ ------ ------
Total .............................................. $ 61.2 $ 0.8 $ -- $ 60.4 $127.8 -- $ (1.1) $128.9
LIABILITIES (B)
Debt ...................................................... $661.8 $662.4 $774.4 $784.7
(A) MATURITIES RANGE FROM 1999 TO 2010.
(B) INCLUDES CURRENT MATURITIES.
Gross realized gains (losses) were $0.1 and $(0.5) million in 2000, $12.4 and
$(1.0) million in 1999, and $6.3 million and no losses in 1998, respectively.
13. RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
For the years ended December 31,
$ in millions 2000 1999 1998
- ------------------------------------------------------------------------------------------------------
Net income .................................................. $298.8 $192.5 $169.5
Adjustments:
Depreciation and amortization .......................... 130.3 134.0 125.5
Noncash extraordinary item, net of tax ................. 41.4 -- --
Gain on sale of natural gas retail distribution
operations ........................................... (182.5) -- --
Deferred income taxes .................................. (60.5) 13.9 (16.2)
Other deferred credits ................................. 22.5 3.7 15.4
Amortization of regulatory assets, net ................. 16.3 25.8 33.0
Operating expense provisions ........................... 26.9 (10.3) 10.0
Accounts receivable .................................... (5.4) 12.6 (13.5)
Accounts payable ....................................... (36.7) 24.8 (21.0)
Accrued taxes payable .................................. 63.5 3.3 3.1
Inventory .............................................. (5.8) 19.3 (25.1)
Other .................................................. (23.3) (18.3) 10.5
----------------------------------
Net cash provided by operating activities ................... $285.5 $401.3 $291.2
==================================
39
14. BUSINESS SEGMENT REPORTING
The Company sells and distributes electricity to residential, commercial,
industrial and governmental customers within a 6,000 square mile service
territory. The Company also sold and distributed natural gas until October 31,
2000, at which time the Company completed the sale of its natural gas retail
distribution assets and certain liabilities (see Note 3).
For purposes of the segment disclosure required by the FASB Statement No. 131,
"Disclosure About Segments of an Enterprise and Related Information," the
Company's results are classified in two segments, electric and natural gas.
SEGMENT INFORMATION 2000 1999 1998
- ------------------------------------------------------------------------------------------------------------------
ELECTRIC
Revenue from external customers ...................................... $1,110.1 $1,058.3 $1,073.0
Intersegment revenues ................................................ -- 2.2 2.5
Depreciation and amortization ........................................ 122.9 125.9 118.0
Earnings before interest, taxes, and extraordinary item .............. 407.7 352.7 336.2
Segment assets ....................................................... 2,516.1 2,584.0 2,702.1
Expenditures - construction additions ................................ 117.8 69.9 101.1
NATURAL GAS (A)
Revenue from external customers ...................................... 183.8 215.0 211.2
Intersegment revenues ................................................ 1.9 3.9 2.8
Depreciation and amortization ........................................ 7.4 8.1 7.5
Earnings before interest, taxes, and extraordinary item .............. 24.2 27.2 23.9
Segment assets ....................................................... -- 321.7 322.7
Expenditures - construction additions ................................ 7.1 9.6 9.7
TOTAL
Revenue from external customers ...................................... 1,293.9 1,273.3 1,284.2
Intersegment revenues ................................................ 1.9 6.1 5.3
Depreciation and amortization ........................................ 130.3 134.0 125.5
Operating income before unallocated corporate expenses ............... 431.9 379.9 360.1
Segment assets ....................................................... 2,516.1 2,905.7 3,024.8
Expenditures - construction additions ................................ 124.9 79.5 110.8
RECONCILIATION (B)
PROFIT OR LOSS
Operating income before unallocated corporate expenses ............... $ 431.9 $ 379.9 $ 360.1
Unallocated corporate expenses ....................................... (7.1) 1.1 (0.2)
Investment income .................................................... 10.5 21.8 11.2
Other income and deductions .......................................... 160.2 (7.7) (1.4)
Interest expense ..................................................... (72.7) (81.5) (87.2)
-------- -------- --------
Income before income taxes ......................................... $ 522.8 $ 313.6 $ 282.5
======== ======== ========
ASSETS
Total segment assets ................................................. $2,516.1 $2,905.7 $3,024.8
Unallocated corporate assets ......................................... 205.4 247.8 387.6
-------- -------- --------
Total assets ....................................................... $2,721.5 $3,153.5 $3,412.4
======== ======== ========
(A) THE COMPANY COMPLETED THE SALE OF ITS NATURAL GAS RETAIL DISTRIBUTION
ASSETS AND CERTAIN LIABILITIES IN OCTOBER 2000 (SEE NOTE 3).
(B) FOR CATEGORIES NOT RECONCILED ABOVE, SEGMENT TOTALS EQUAL CONSOLIDATED
TOTALS.
40
SELECTED QUARTERLY INFORMATION (UNAUDITED)
March 31, June 30, September 30, December 31,
$ in millions 2000 1999 2000 1999 2000 1999 2000 1999
- -----------------------------------------------------------------------------------------------------------------------
Utility service revenues ...................... $361.0 $362.9 $293.9 $277.2 $337.2 $319.8 $301.8 $313.4
Income before income taxes and
extraordinary item ......................... 88.1 116.3 73.5 58.2 104.4 94.3 256.8 44.8
Income before extraordinary item .............. 88.1 71.8 73.5 36.9 67.0 56.3 111.6 27.5
Net income .................................... 56.1 71.8 47.1 36.9 25.6 56.3 170.0 27.5
Earnings on common stock ...................... 55.9 71.6 46.9 36.7 25.4 56.1 169.7 27.2
Cash dividends paid ........................... -- 55.8 102.5 26.0 87.1 -- 416.8 48.5
41
FINANCIAL AND STATISTICAL SUMMARY (UNAUDITED)
2000 1999 1998 1997 1996
- ------------------------------------------------------------------------------------------------------------------------------------
For the years ended December 31,
Utility service revenues (millions) ..................... $ 1,293.9 1,273.3 1,284.2 1,254.4 1,258.4
Earnings on common stock (millions) ..................... $ 297.9 191.6 168.6 171.1 163.9
Cash dividends paid (millions) .......................... $ 606.4 130.3 238.8 118.5 138.3
Electric sales (millions of kWh)--(a)
Residential ........................................ 4,816 4,725 4,790 4,788 4,924
Commercial ......................................... 3,539 3,390 3,518 3,408 3,407
Industrial ......................................... 4,851 4,876 4,655 4,749 4,540
Other .............................................. 4,317 3,876 4,518 3,664 3,443
------ ------ ------ ------ ------
Total .......................................... 17,523 16,867 17,481 16,609 16,314
Gas sales (thousands of MCF)--(b)
Residential ........................................ 18,538 24,450 24,877 29,277 31,087
Commercial ......................................... 5,838 7,647 7,433 9,567 9,424
Industrial ......................................... 2,034 2,246 1,916 2,520 3,404
Other .............................................. 776 1,182 1,699 2,153 2,829
Transported gas .................................... 16,105 20,190 17,788 18,523 16,953
------ ------ ------ ------ ------
Total .......................................... 43,291 55,715 53,713 62,040 63,697
At December 31,
Total assets (millions) ................................. $ 2,721.5 3,153.5 3,412.4 3,326.8 3,243.2
Long-term debt (millions) ............................... $ 666.5 661.2 885.6 886.0 926.3
First mortgage bond ratings--
Fitch .............................................. AA AA AA AA AA
Standards & Poor's Corporation ..................... BBB+ AA- AA- AA- AA-
Moody's Investors Service .......................... A2 Aa3 Aa3 Aa3 Aa3
Number of Preferred Shareholders ........................ 471 509 559 625 684
(A) "OTHER" ELECTRIC SALES INCLUDE MERCHANT ELECTRIC PEAKING GENERATION
CAPACITY SALES.
(B) THE COMPANY COMPLETED THE SALE OF ITS NATURAL GAS RETAIL DISTRIBUTION
ASSETS AND CERTAIN LIABILITIES IN OCTOBER 31, 2000.
42
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of The Dayton Power and Light Company
In our opinion, the consolidated financial statements listed in the index,
appearing under Item 14(a)(1) on page 53, present fairly, in all material
respects, the financial position of The Dayton Power and Light Company at
December 31, 2000 and 1999, and the results of its operations and cash flows for
each of the three years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
In addition, in our opinion, the financial statement schedule listed in the
index appearing under Item 14(a)(2) on page 53, presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. These financial statements and
financial statement schedule are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Dayton, Ohio
January 29, 2001
43
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 Board is presently authorized to consist of eleven directors. These
directors are also directors of DPL Inc., the holding company of the Company.
The directors are to be elected this year to serve until the Annual Meeting of
Shareholders in 2002 or until their successors are duly elected and qualified.
Should any nominee become unable to accept nomination or election, the Board
will vote for the election of such other person as a director as the present
directors may recommend in the place of such nominee.
The following information regarding the nominees is based on information
furnished by them:
Director
Since
- --------------------------------------------------------------------------------
THOMAS J. DANIS, Age 51 1989
Chairman and Chief Executive Officer,
The Danis Companies, Dayton, Ohio, construction,
real estate and environmental services.
Trustee: Miami Valley Research Park Foundation.
JAMES F. DICKE, II, Age 55 1990
President, Crown Equipment Corporation, New Bremen, Ohio,
international manufacturer and distributor of electric lift trucks
and material handling products.
Director: Regional Boys and Girls Clubs of America,
Anderson-Cooke, Inc., Dayton Art Institute,
Gulf States Paper Co.
Chairman: Trinity University Board of Trustees.
Secretary: Culver Educational Foundation.
PETER H. FORSTER, Age 58 1979
Chairman, DPL Inc. and The Dayton Power and Light
Company.
Chairman: Miami Valley Research Foundation.
Director: Amcast Industrial Corp.
Trustee: F. M. Tait Foundation.
ERNIE GREEN, Age 62 1991
President and Chief Executive Officer, Ernie Green
Industries, Dayton, Ohio, automotive components
manufacturer.
Director: Pitney Bowes Inc., Eaton Corp.
Eaton Corp., Gradall.
44
Director
Since
- --------------------------------------------------------------------------------
JANE G. HALEY, Age 70 1978
President and Chief Executive Officer, Gosiger, Inc.,
Dayton, Ohio, national importer and distributor of
machine tools.
Director: The Ultra-Met Company, Urbana, Ohio,
ONA America, Dayton, Ohio.
Trustee: University of Dayton, Chaminade-Julienne
High School, Dayton, Ohio.
Member Miami Valley Economic Development Coalition.
ALLEN M. HILL, Age 55 1989
President and Chief Executive Officer, DPL Inc. and
The Dayton Power and Light Company.
Director: Fifth Third BanKcorp, Premier Health Partners.
Trustee: Dayton Business Committee,
The University of Dayton, Air Force Museum Foundation,
Alliance Community Schools.
W AUGUST HILLENBRAND, Age 60 1992
Director, Hillenbrand Industries, Batesville, Indiana,
a diversified public holding company with three
wholly-owned and autonomously operated subsidiaries
manufacturing caskets, hospital furniture, hospital
supplies and providing funeral planning services.
Director: Forecorp, Inc., Forethought Life Insurance
Company, Hon Industries.
Trustee: National Committee for Quality Health Care,
Batesville Girl Scouts.
Trustee Emeritus: Denison University.
DAVID R. HOLMES, Age 60 1994
Chairman, The Reynolds and Reynolds Company,
Dayton, Ohio, information management systems.
Director: NCR Corporation, Dayton, Ohio.
Advisor: J. L. Kellogg Graduate School of Management,
Northwestern University.
Member: Dayton Business Committee, Downtown Dayton
Partnership.
45
Director
Since
- --------------------------------------------------------------------------------
BURNELL R. ROBERTS, Age 73 1987
Retired Chairman of the Board and Chief Executive Officer, The Mead
Corporation, Dayton, Ohio, forest products producer.
Principal: Pembroke Associates.
Director: Rayonier, Inc., p4A.com Ltd.
Trustee: Granum Value Fund.
GEORGE R. ROBERTS, Age 57 2000
Partner, Kohlberg Kavis Roberts & Co. L.P. and Managing
Member of KKR & Co. LLC, New York City, investment company.
Director: Accuride Corporation, Amphenol Corporation, Borden,
Inc., The Boyds Collection, Ltd., Evenflo Company Inc.,
IDEX Corporation, KinderCare Learning Center, Inc.,
KSL Recreation Group, Inc., Owens-Illinois, Inc., PRIMEDIA, Inc.,
Safeway Inc., Spalding Holdings Corporation.
Trustee: Claremont McKenna College, Culver Military Academy.
Member: San Francisco Symphony, San Francisco Ballet,
Fine Arts Museum.
SCOTT M. STUART, Age 41 2000
Member, KKR & Co. LLC, New York City, investment company.
Director: AEP Industries Inc., Borden, Inc., The Boyds Collection,
Ltd., KSL Recreation Corp.
Board Member: The Boys Club of New York, Greenwich Country
Day School, WNET/Channel 13.
46
EXECUTIVE OFFICERS OF THE REGISTRANT
(AS OF MARCH 1, 2001)
Business Experience,
Last Five Years
(Positions with Registrant
Name Age Unless Otherwise Indicated) Dates
- ------------------------- ----- ------------------------------------- -----------------------
Allen M. Hill 55 President and Chief Executive 4/06/92 - 3/01/01
Officer
President and Chief Executive 1/01/97 - 3/01/01
Officer, DPL Inc.
President and Chief Operating 9/26/95 - 1/01/97
Officer, DPL Inc.
Stephen F. Koziar, Jr. 56 Group Vice President and 1/31/95 - 3/01/01
Secretary, DPL Inc. and
the Company
Elizabeth M. McCarthy 41 Vice President and Chief 9/26/00 - 3/01/01
Officer, Chief Accounting
Financial Officer, DPL Inc.
and the Company
Vice President and Chief 4/01/00 - 9/26/00
Accounting Officer, DPL Inc.
and the Company
Accounting Officer
Partner, PricewaterhouseCoopers 7/01/94 - 3/31/00
LLP, New York, NY
Arthur G. Meyer 50 Vice President, Legal and 11/21/97 - 3/01/01
Corporate Affairs
Director, Corporate Relations 5/14/96 - 11/21/97
Treasurer 6/27/95 - 5/14/96
Bryce W. Nickel 44 Assistant Vice President 1/01/94 - 3/01/01
H. Ted Santo 50 Group Vice President 12/08/92 - 3/01/01
Patricia K. Swanke 41 Vice President, Operations 9/29/99 - 3/01/01
Managing Director 9/08/96 - 9/29/99
Operations Director 7/27/95 - 9/08/96
Judy Wyatt 49 Group Vice President, 1/31/95 - 3/01/01
DPL Inc. and the Company
47
Item 11 - EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
COMPENSATION OF DIRECTORS
Directors of the Company who are not employees receive an annual award of 1,500
common shares for services as a director. All shares are awarded under the
Directors' Deferred Stock Compensation Plan and are transferred to a grantor
trust (the "Master Trust") maintained by DPL Inc. to secure its obligations
under various directors' and officers' deferred and incentive compensation
plans. The annual share award replaced cash director fees effective July 1,
2000. Previously, directors received $12,000 annually plus meeting attendance
and committee fees.
Non-employee directors are eligible to receive grants of stock options under the
DPL Inc. Stock Option Plan. Each non-employee director, except Mr. Forster, was
granted an option to purchase 50,000 shares on February 1, 2000 at an exercise
price of $21.00 per share, which was above the market price of $19.06 per share
on that date. These options represent a three-year block grant, are currently
exercisable and expire on February 1, 2010.
DPL Inc. maintains a Deferred Compensation Plan for non-employee directors in
which payment of directors' fees may be deferred. Under the standard deferred
income program directors are entitled to receive a lump sum payment or payments
in installments over a period up to 20 years. Effective January 31, 2000, the
supplementary deferred income program was terminated for current directors and
the value of each director's supplementary account transferred to his or her
standard deferral account. All current directors have designated their standard
deferral account be invested in DPL Inc. common share units. Share units are
paid in common shares.
Mr. Forster, who retired as Chief Executive Officer of DPL Inc. effective
December 31, 1996, entered into a three year agreement with DPL Inc. and the
Company pursuant to which he serves as Chairman of the Board of DPL Inc. and the
Company and provides advisory and strategic planning services. The term of the
agreement is automatically extended each December 31 for an additional year
unless either party gives advance notice of nonrenewal. For these services, Mr.
Forster receives an annual fee of $550,000 (as well as such bonuses, if any, as
may be determined by the Compensation and Management Review Committee in its
discretion) and is eligible to receive grants of stock options under the DPL
Inc. Stock Option Plan. As Chairman, Mr. Forster is responsible for the
long-term strategic planning of the Company, the oversight of financial assets,
and the evaluation and recommendations relating to the merger, acquisition and
disposition of utility assets. Mr. Forster participates in an incentive program
for individuals managing financial assets.
48
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
Set forth below is certain information concerning the compensation of the Chief
Executive Officer and each of the other four most highly compensated executive
officers of DPL Inc. and the Company, for the last three fiscal years, for
services rendered in all capacities.
Annual Long Term
Compensation Compensation
------------------ ------------------------------------------
Securities
Restricted Underlying LTIP All Other
Name and Principal Salary Bonus (1) Share Units (2) Options (3) Payouts (4) Compensation (5)
Position Year ($) ($) ($) (#) ($) ($)
- ------------------------- ---- ------- -------- --------------- ----------- ----------- ----------------
Allen M. Hill 2000 600,000 300,000 -- 1,350,000 2,180,000 1,000
President and Chief 1999 550,000 462,000 -- -- 525,000 1,000
Executive Officer 1998 500,000 300,000 505,000 ('99-01) -- 275,000 1,000
Peter H. Forster (6) 2000 550,000 300,000 -- 2,400,000 3,312,000 61,000
Chairman 1999 500,000 250,000 -- -- 1,130,000 84,000
1998 500,000 200,000 420,000 ('99-01) -- 1,130,000 87,000
Judy Wyatt 2000 294,000 100,000 -- 525,000 500,000 1,000
Group Vice President 1999 280,000 180,000 -- -- -- 1,000
1998 264,000 119,000 197,000 ('99-01) -- -- 1,000
Stephen F. Koziar, Jr. 2000 272,000 100,000 -- 495,000 1,100,000 1,000
Group Vice President 1999 259,000 166,000 -- -- 350,000 1,000
and Secretary 1998 244,000 110,000 186,000 ('99-01) -- 200,000 1,000
Elizabeth M. McCarthy (7) 2000 280,000 220,000 -- 250,000 300,000 1,000
Vice President, Chief
Financial Officer and
Chief Accounting Officer
(1) Amounts in this column represent awards made under the Management Incentive
Compensation Program ("MICP"). Awards are based on achievement of specific
predetermined operating and management goals in the year indicated and paid
in the year earned or in the following year.
(2) Amounts shown in this column represent the dollar value of Restricted Share
Units ("RSUs") awarded to the named executive officer under the Management
Stock Incentive Plan ("MSIP") based on the closing price of a DPL Inc.
common share on the New York Stock Exchange--Consolidated Transactions Tape
on the date of award. Effective February 1, 2000, the DPL Inc. Stock Option
Plan replaced the MSIP and no additional awards were made under the MSIP.
Awards shown for 1998 covered a three-year performance period (1999-2001).
Earning of these RSUs was dependent on the extent that the DPL Inc. average
return on equity ("ROE") and total return to shareholders exceeded the
Regulatory Research Associates industry median. Depending on the
performance of DPL Inc., these RSUs could be earned in amounts ranging from
0% to 200% of the target award. As a result of replacing the MSIP with the
Stock Option Plan, outstanding awards under the MSIP were concluded by
crediting one-third of the RSUs awarded for plan years '99-01 as earned at
150% of the target award. Amounts shown for 1998 reflect this action. These
RSUs vest in one-third annual increments ending in 2002. RSUs earned under
the MSIP are not payable until 2005.
For each RSU which is earned and vests, a participant receives the
equivalent of one DPL Inc. common share plus dividend equivalents from the
date of award. All payouts of vested RSUs under the MSIP are deferred until
retirement and are made in DPL Inc. common shares.
49
(3) Amounts in this column represent a three-year block grant of stock options
to the named executive under the DPL Inc. Stock Option Plan in lieu of
awards under the MSIP. Each executive was granted a number of option shares
equal to three times the executive's earned RSUs held in the Master Trust
under the MSIP. See "Option Grants in Last Fiscal Year."
(4) Amounts shown for 2000 include the dollar value of a one-time contingent
award of RSUs approved by the Compensation Committee in 1999 which could be
earned only if the closing price of DPL Inc. common shares on the NYSE
Consolidated Transactions Tape achieved $26 per share between June 1999 and
July 1, 2001. These RSUs were earned in 2000 and settled in cash.
Amounts in this column for 1998 and 1999 also represent annualized
incentives earned by the named executive officer under a long-term
incentive program for individuals managing all financial assets of DPL Inc.
Incentives were earned based on net cumulative investment performance of
such assets over the four-year period 1996 through 1999. For 2000,
incentives were earned based on annual performance and include $100,000 for
Mr. Hill, $1.232 million for Mr. Forster, and $100,000 for Mr. Koziar. The
financial asset portfolio value was $1.3 billion at December 31, 2000,
contributed $181 million to income during the 1997-2000 period and had $165
million in unrealized gains at December 31, 2000.
(5) Amounts in this column represent employer matching contributions on behalf
of each named executive under the Company Employee Savings Plan made to the
DPL Inc. Employee Stock Ownership Plan.
(6) Annual compensation shown for Mr. Forster for 1998, 1999 and 2000 was paid
pursuant to an agreement with DPL Inc. and the Company. Long term
compensation award opportunities shown for 1998 represent the dollar value
of restricted shares awarded to Mr. Forster under the Directors' Stock Plan
which were subject to the same earning and vesting criteria generally
applicable to RSUs. All other compensation shown for 2000 represents
directors fees of $26,700 and the dollar value of the annual award of 1,500
shares to each non-employee director in lieu of directors fees, and for
1999 and 1998 represents directors fees of $37,000 and an award of 2,700
shares under the Directors' Stock Plan. Participation in the Director
compensation program by Mr. Forster was terminated during the year 2000.
(7) Ms. McCarthy joined DPL Inc. in March 2000. Ms. McCarthy has an employment
agreement with DPL Inc. which provides for annual base salary as determined
by the Compensation Committee, participation in the MICP, a stock option
grant, $100,000 signing bonus subject to forfeiture and severance benefits.
The agreement is terminable upon 30 days notice.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning individual grants of stock
options made to the named executive officers during the fiscal year ended
December 31, 2000.
Individual Grants
-----------------------------------------------------------
Number of
Securities % of Total
Underlying Options Granted Exercise
Options to Employees in Price Expiration Grant Date
Name Granted (#)(1) Fiscal Year ($/Share) Date Present Value($)(2)
- ------------------------------- -------------- --------------- --------- ---------- -------------------
Allen M. Hill.................. 1,350,000 20.9 21.00 2/1/10 4,239,000
Peter H. Forster............... 2,400,000 37.2 21.00 2/1/10 7,536,000
Judy Wyatt..................... 525,000 8.1 21.00 2/1/10 1,648,500
Stephen F. Koziar, Jr.......... 495,000 7.7 21.00 2/1/10 1,554,300
Elizabeth M. McCarthy.......... 250,000 3.9 21.00 2/1/10 917,500
50
(1) Options granted pursuant to the DPL Inc. Stock Option Plan on February 1,
2000 at an above market exercise price of $21 per share. The closing price
on February 1, 2000 was $19 1/16 per share. These options represent a
three-year block grant, vest in five cumulative installments of 20% on
December 31, 2000, 2001, 2002, 2003 and 2004, and become exercisable on
January 1, 2005. Ms. McCarthy's option was granted in March 2000.
(2) The grant date present value was determined using the Black-Scholes pricing
model. Significant assumptions used in the model were: expected volatility
18.5%, risk-free rate of return 6.79%, dividend yield 3.6% and time of
exercise 5.1 years.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information concerning each exercise of stock
options during fiscal 2000 by each of the named executive officers and the
fiscal year-end value of unexercised options.
Shares Number of Securities Underlying Value of Unexercised
Acquired Unexercised Options at Fiscal In-the-Money Options at Fiscal
on Value Year-End (#) Year-End ($)(1)
Exercise Realized ---------------------------------------------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
Allen M. Hill ......................... -- -- -- 1,350,000 -- 16,456,500
Peter H. Forster ...................... -- -- -- 2,400,000 -- 29,256,000
Judy Wyatt ............................ -- -- -- 525,000 -- 6,399,750
Stephen F. Koziar, Jr ................. -- -- -- 495,000 -- 6,034,050
Elizabeth M. McCarthy ................. -- -- -- 250,000 -- 3,047,500
(1) Unexercised options were in-the-money if the fair market value of the
underlying shares exceeded the exercise price of the option at December 31,
2000.
CHANGE IN CONTROL AGREEMENTS
DPL Inc. has in place agreements with each of Mr. Hill, Mr. Koziar, Ms. Wyatt
and Ms. McCarthy providing for the payment of benefits upon the consummation of
a change in control of DPL Inc. or the Company (generally, defined as the
acquisition of 50% or more of the voting securities (15% or more without board
approval) or certain mergers or other business combinations). The agreements
require the individuals to remain with DPL Inc. throughout the period during
which any change of control transaction is pending in order to help put in place
the best plan for the shareholders. The principal benefits under each agreement
include payment of the following: (i) 300% of the sum of the individual's annual
base salary at the rate in effect on the date of the change in control plus the
average amount paid to the individual under the MICP for the three preceding
years; (ii) all awarded or earned but unpaid RSUs; and (iii) continuing medical,
life, and disability insurance. In addition, upon termination of the
individual's employment under specified circumstances during the pendency of a
change of control, the individual is entitled to receive the individual's full
base salary and accrued benefits through the date of termination and the
individual's award for the current period under the MICP (or for a completed
period if no award for that period has yet been determined) fixed at an amount
equal to his average annual award paid for the preceding three years. In the
event any payments under these agreements are subject to an excise tax under the
Internal Revenue Code of 1986, the payments will be
51
adjusted so that the total payments received on an after-tax basis will equal
the amount the individual would have received without imposition of the excise
tax. The agreements are effective for one year but are automatically renewed
each year unless DPL Inc. or the participant notifies the other one year in
advance of its or his or her intent not to renew. DPL Inc. is obligated at the
time of a change of control to fund its obligations under the agreements by
transferring required payments to the Master Trust. Mr. Forster's agreement with
DPL Inc. and the Company contains similar benefits provisions.
PENSION PLANS
The following table sets forth the estimated total annual benefits payable under
the Company retirement income plan and the supplemental executive retirement
plan to executive officers at normal retirement date (age 65) based upon years
of accredited service and final average annual compensation (including base and
incentive compensation) for the three highest years during the last ten:
Total Annual Retirement Benefits for
Years of Accredited Service at Age 65
Final Average -----------------------------------------------
Annual Earnings 10 Years 15 Years 20-30 Years
--------------- ---------- ---------- -----------
$ 200,000 $ 51,500 $ 77,500 $ 103,000
400,000 108,500 163,000 217,000
600,000 165,500 248,500 331,000
800,000 222,500 334,000 445,000
1,000,000 279,500 419,500 559,000
1,200,000 336,500 505,000 673,000
1,400,000 393,500 590,500 787,000
The years of accredited service for the named executive officers are Mr. Hill --
31 yrs.; Mr. Koziar -- 31 yrs.; Ms. Wyatt -- 21 yrs. and Ms. McCarthy -- 18 yrs.
Benefits are computed on a straight-life annuity basis, are subject to deduction
for Social Security benefits and may be reduced by benefits payable under
retirement plans of other employers. Mr. Forster ceased to accrue benefits under
the retirement plans effective upon his retirement as an employee of DPL Inc.
and the Company.
Participation in the supplemental plan has been terminated for all executive
officers and the benefits enumerated above reduced by 21%. The present value of
each individual's accrued benefit under the supplemental plan, determined by DPL
Inc.'s actuary, was transferred to a deferred payment account.
Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------------
The Company's stock is actually owned by DPL Inc.
Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
None.
52
PART IV
Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------------
(a) Documents filed as part of the Form 10-K
1. FINANCIAL STATEMENTS
See Item 8 - Index to Consolidated Financial Statements on page 22, which page
is incorporated herein by reference.
2. FINANCIAL STATEMENT SCHEDULE
For the three years in the period ended December 31, 2000:
Page No.
--------
Schedule II - Valuation and qualifying accounts 59
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.
53
3. EXHIBITS
The exhibits filed as a part of this Annual Report on Form 10-K are:
Incorporated Herein by
Reference as Filed With
-----------------------------
2(a) Copy of the Agreement of Merger among DPL Inc., Holding Sub Inc. and Exhibit A to the 1986 Proxy
the Company dated January 6, 1986.................................... Statement (File No. 1-2385)
2(b) Copy of Asset Purchase Agreement, dated December 14, 1999 between Exhibit 2 to Report on Form
The Dayton Power and Light Company, Indiana Energy, Inc., and 10-Q for the quarter ended
Number-3CHK, Inc..................................................... September 30, 2000
(File No. 1-2385)
3(a) Regulations and By-Laws of the Company............................... Exhibit 2(e) to Registration
Statement No. 2-68136 to Form
S-16
3(b) Copy of Amended Articles of Incorporation of the Company dated Exhibit 3(b) to Report on
January 3, 1991...................................................... Form 10-K for the year ended
December 31, 1991 (File No.
1-2385)
4(a) Copy of Composite Indenture dated as of October 1, 1935, between the Exhibit 4(a) to Report on
Company and The Bank of New York, Trustee with all amendments through Form 10-K for the year ended
the Twenty-Ninth Supplemental Indenture.............................. December 31, 1985 (File No.
1-2385)
4(b) Copy of the Thirtieth Supplemental Indenture dated as of March 1, Exhibit 4(h) to Registration
1982, between the Company and The Bank of New York, Trustee.......... Statement No. 33-53906
4(c) Copy of the Thirty-First Supplemental Indenture dated as of Exhibit 4(h) to Registration
November 1, 1982, between the Company and The Bank of New York, Statement No. 33-56162
Trustee..............................................................
4(d) Copy of the Thirty-Second Supplemental Indenture dated as of Exhibit 4(i) to Registration
November 1, 1982, between the Company and The Bank of New York, Statement No. 33-56162
Trustee..............................................................
4(e) Copy of the Thirty-Third Supplemental Indenture dated as of December Exhibit 4(e) to Report on
1, 1985, between the Company and The Bank of New York, Trustee....... Form 10-K for the year ended
December 31, 1985 (File No.
1-2385)
54
4(f) Copy of the Thirty-Fourth Supplemental Indenture dated as of April 1, Exhibit 4 to Report on Form
1986, between the Company and The Bank of New York, Trustee.......... 10-Q for the quarter ended
June 30, 1986 (File No.
1-2385)
4(g) Copy of the Thirty-Fifth Supplemental Indenture dated as of December Exhibit 4(h) to Report on
1, 1986, between the Company and The Bank of New York, Trustee....... Form 10-K for the year ended
December 31, 1986 (File No.
1-9052)
4(h) Copy of the Thirty-Sixth Supplemental Indenture dated as of Exhibit 4(i) to Registration
August 15, 1992, between the Company and The Bank of New York, Statement No. 33-53906
Trustee..............................................................
4(i) Copy of the Thirty-Seventh Supplemental Indenture dated as of Exhibit 4(j) to Registration
November 15, 1992, between the Company and The Bank of New York, Statement No. 33-56162
Trustee..............................................................
4(j) Copy of the Thirty-Eighth Supplemental Indenture dated as of November Exhibit 4(k) to Registration
15, 1992, between the Company and The Bank of New York, Trustee...... Statement No. 33-56162
4(k) Copy of the Thirty-Ninth Supplemental Indenture dated as of January Exhibit 4(k) to Registration
15, 1993, between the Company and The Bank of New York, Trustee...... Statement No. 33-57928
4(l) Copy of the Fortieth Supplemental Indenture dated as of February 15, Exhibit 4(m) to Report on
1993, between the Company and The Bank of New York, Trustee.......... Form 10-K for the year ended
December 31, 1992 (File No.
1-2385)
4(m) Copy of the Forty-First Supplemental Indenture dated as of February Exhibit 4(m) to Report on
1, 1999, between the Company and The Bank of New York, Trustee....... Form 10-K for the year ended
December 31, 1998 (File No.
1-2385)
10(a) Copy of Directors' Deferred Stock Compensation Plan amended Filed herewith as Exhibit
December 31, 2000.................................................... 10(a) on page 60
10(b) Copy of Directors' Deferred Compensation Plan amended December 31, Filed herewith as Exhibit
2000................................................................. 10(b) on page 72
10(c) Copy of Management Stock Incentive Plan amended December 31, 2000.... Filed herewith as Exhibit
10(c) on page 92
10(d) Copy of Key Employees Deferred Compensation Plan amended December 31, Filed herewith as Exhibit
2000................................................................. 10(d) on page 106
55
10(e) Form of Change of Control Agreement with Certain Executive Officers.. Filed herewith as Exhibit
10(e) on page 125
10(f) Copy of Stock Option Plan............................................ Filed herewith as Exhibit
10(f) on page 137
18 Copy of preferability letter relating to change Exhibit 18 to Report on Form
in accounting for unbilled revenues from Price Waterhouse LLP........ 10-K for the year ended
December 31, 1988 (File No.
1-2385)
21 Copy of List of Subsidiaries of the Company.......................... Filed herewith as Exhibit 21
on page 147
(b) Reports on Form 8-K
None.
56
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.
THE DAYTON POWER AND LIGHT COMPANY
Registrant
March 30, 2001 /s/ Allen M. Hill
-------------------------------------
Allen M. Hill
President and Chief Executive Officer
(principal executive officer)
57
Pursuant to the requirements of the Securities Exchange 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.
/s/ T. J. Danis Director March 30, 2001
- ------------------------
(T. J. Danis)
Director March 30, 2001
- ------------------------
(J. F. Dicke, II)
/s/ P. H. Forster Director and Chairman March 30, 2001
- ------------------------
(P. H. Forster)
/s/ E. Green Director March 30, 2001
- ------------------------
(E. Green)
/s/ J. G. Haley Director March 30, 2001
- ------------------------
(J. G. Haley)
/s/ A. M. Hill Director, President and Chief March 30, 2001
- ------------------------ Executive Officer
(A. M. Hill)
Director March 30, 2001
- ------------------------
(W A. Hillenbrand)
/s/ D. R. Holmes Director March 30, 2001
- ------------------------
(D. R. Holmes)
/s/ B. R. Roberts Director March 30, 2001
- ------------------------
(B. R. Roberts)
Director March 30, 2001
- ------------------------
(G. R. Roberts)
Director March 30, 2001
- ------------------------
(S. M. Stuart)
/s/ E. M. McCarthy Vice President and Chief Financial March 30, 2001
- ------------------------ Officer (principal financial and
(E. M. McCarthy) accounting officer)
58
SCHEDULE II
The Dayton Power and Light Company
VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2000, 1999, and 1998
($ in thousands)
- --------------------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- --------------------------------------------------------------------------------------------------------------------------
Additions
--------------------
Balance at Charged Balance at
Beginning of to Deductions End of
Description Period Income Other (1) Period
- --------------------------------------------------------------------------------------------------------------------------
2000:
Deducted from accounts receivable--
Provision for uncollectible accounts .............. $4,332 $9,115 $ -- $6,600 $6,847
1999:
Deducted from accounts receivable--
Provision for uncollectible accounts .............. $4,657 $5,171 $ -- $5,496 $4,332
1998:
Deducted from accounts receivable--
Provisions for uncollectible accounts ............. $4,657 $8,182 $ -- $8,182 $4,657
(1) Amounts written off, net of recoveries of accounts previously written off.
59