<PAGE>
[As adopted November 9, 1939; amended in Release No. 35-
25746(85,116), effective November 1, 1993, 58 F.R. 14999; and
Release No. 35-25886 (85,226), effective November 1, 1993, 58
F.R. 51488.]
File No. 69-247
------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
For the fiscal year ended December 31, 1998
STATEMENT BY HOLDING COMPANY
CLAIMING EXEMPTION UNDER RULE U-3A-2
FROM THE PROVISIONS OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
To Be Filed Annually Prior to March 1
DPL INC.
------------------------------------------
(Name of Company)
hereby files with the Securities and Exchange Commission,
pursuant to Rule 2, its statement claiming exemption as a
holding company from the provisions of the Public Utility
Holding Company Act of 1935, and submits the following
information:
<PAGE>
1. Name, State of organization, location and nature of business
of claimant and every subsidiary thereof, other than any
exempt wholesale generator ("EWG") or foreign utility company
in which claimant directly or indirectly holds an interest.
DPL Inc., an Ohio corporation ("Claimant"), organized on
September 16, 1985. Claimant's principal executive office is
located at Courthouse Plaza Southwest, Dayton, Ohio 45402.
Claimant's business is the holding of all of the
outstanding Common Shares of The Dayton Power and Light Company
("DP&L") and the common shares of the subsidiaries set forth and
described herein. Claimant is solely a holding company and is
not actively engaged in any other business.
Claimant holds shares in the following subsidiaries:
(1) DP&L, an Ohio corporation organized on March 23, 1911,
is engaged in the business of generating, transmitting and
selling electric energy and distributing natural gas to
residential, commercial, industrial and governmental
customers in the City of Dayton, Ohio and neighboring cities,
towns and communities, and adjacent rural areas, all within
the State of Ohio. DP&L's electricity and natural gas service
areas cover 24 counties and 16 counties, respectively, in West
Central Ohio. DP&L's principal executive office is located at
Courthouse Plaza Southwest, Dayton, Ohio 45402. DP&L holds
shares in the following subsidiaries:
(a) MacGregor Park, Inc. ("MPI"), an Ohio corporation
organized on May 1, 1986, and having its principal
executive office at Courthouse Plaza Southwest, Dayton,
Ohio 45402. MPI owns and is a developer of a parcel of
real estate. MPI is a wholly-owned subsidiary of DP&L.
(b) MVE, Inc. ("MVE"), an Ohio corporation organized
on May 1, 1986, and having its principal executive office
at Courthouse Plaza Southwest, Dayton, Ohio 45402. MVE
provides support services to DPL Inc. and its subsidiaries.
MVE is a wholly-owned subsidiary of DP&L.
(2) Miami Valley CTC, Inc. ("MVCTC"), an Ohio corporation
organized on May 1, 1986, and having its principal executive
office at Courthouse Plaza Southwest, Dayton, Ohio 45402.
MVCTC leases and owns aircraft and has an 82% ownership interest
in CTC of Dayton Partnership No. 1 ("CTC"), a partnership
described herein. MVCTC is a wholly-owned subsidiary of Claimant.
-1-
<PAGE>
(a) CTC, an Ohio general partnership organized on
September 30, 1981 and having its principal executive
office at 3501 Hangar Drive, Vandalia, Ohio 45377. CTC
provides transportation services pursuant to a service
agreement. MVCTC has an 82% ownership interest in CTC.
(3) Miami Valley Leasing, Inc. ("MVL"), an Ohio corporation
organized on May 1, 1986, and having its principal executive
office at Courthouse Plaza Southwest, Dayton, Ohio 45402.
MVL leases communications and other miscellaneous equipment,
owns real estate and has, for financial investment purposes,
acquired limited partnership interests in wholesale electric
generation. MVL has an 18% ownership interest in CTC. MVL
owns 100% of the outstanding shares of Miami Valley Market Hub,
Inc. ("MVMH") described herein. MVL is a wholly-owned
subsidiary of Claimant.
(a) MVMH, an Ohio corporation organized on November 14,
1996, and having its principal executive office at
Courthouse Plaza Southwest, Dayton, Ohio 45402. MVMH owns
a limited partnership interest and investments in a natural
gas supplier and natural gas storage facilities. MVL owns
100% of the outstanding shares of MVMH.
(4) Miami Valley Resources, Inc. ("MVR"), an Ohio corporation
organized on May 1, 1986, and having its principal executive
office at Courthouse Plaza Southwest, Dayton, Ohio 45402. MVR
is engaged in the natural gas supply management business. MVR
is a wholly-owned subsidiary of Claimant.
(5) Miami Valley Lighting, Inc. ("MVLT"), an Ohio corporation
organized on May 1, 1986, and having its principal executive
office at Courthouse Plaza Southwest, Dayton, Ohio 45402. MVLT
owns a street lighting business. MVLT is a wholly-owned
subsidiary of Claimant.
(6) Miami Valley Development Company ("MVDC"), an Ohio
corporation organized on May 1, 1963, and having its principal
executive office at Courthouse Plaza Southwest, Dayton, Ohio
45402. MVDC owns 100% of the outstanding shares of Energy
Innovations, Inc. ("EII") described herein, has acquired real
estate for DP&L and has made investments in non-utility
interests. MVDC is a wholly-owned subsidiary of Claimant.
-2-
<PAGE>
(a) EII, an Ohio corporation organized on December
18, 1985, and having its principal executive office
at Courthouse Plaza Southwest, Dayton, Ohio 45402.
EII is engaged in the business of technology research
and development. MVDC owns 100% of the outstanding
shares of EII.
(7) Miami Valley Insurance Company ("MVIC"), a Vermont
corporation organized on March 16, 1987, and having its
principal executive office at Crosstown Road, Montpelier,
Vermont 05602. MVIC is engaged in the business of providing
insurance to the Claimant and its principal subsidiary, DP&L.
MVIC is a wholly-owned subsidiary of Claimant.
(8) DPL Energy, Inc. ("DPL Energy"), an Ohio corporation
organized on July 8, 1996, and having its principal executive
office at Courthouse Plaza Southwest, Dayton, Ohio 45402.
DPL Energy has been granted authority to engage in the business
of brokering wholesale electric energy. DPL Energy is a wholly-
owned subsidiary of Claimant.
2. A brief description of the properties of claimant and each of
its subsidiary public utility companies used for the
generation, transmission, and distribution of electric energy
for sale, or for the production, transmission, and
distribution of natural or manufactured gas, indicating the
location of principal generating plants, transmission lines,
producing fields, gas manufacturing plants, and electric and
gas distribution facilities, including all such properties
which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines
which deliver or receive electric energy or gas at the
borders of such State.
DP&L is the only one of Claimant's subsidiaries that owns
property used for the generation, transmission and distribution
of electric energy for retail sale, and for the production,
transmission and distribution of natural or manufactured gas.
DP&L's electricity and natural gas service areas lie wholly
within the State of Ohio.
DP&L's present generating facilities have a winter
generating capability of 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 capacity 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"). The remaining steam
generating capacity (371,000 KW) is derived from a generating
station owned solely by DP&L. The following table describes
DP&L's generating facilities.
-3-
<PAGE>
MW Rating
---------------
Owner- Operating DP&L
Station ship* Company Location Portion Total
- ------- ------ ------- -------- ------- -----
Coal Units
- ----------
Hutchings W DP&L Miamisburg, OH 371 371
Killen C DP&L Wrightsville, OH 402 600
Stuart C DP&L Aberdeen, OH 820 2,340
Beckjord -Unit 6 C CG&E New Richmond, OH 210 420
Conesville -Unit 4 C CSP Conesville, OH 129 780
Miami Ford -Units 7&8 C CG&E North Bend, OH 360 1,000
East Bend -Unit 2 C CG&E Rabbit Hash, KY 186 600
Zimmer C CG&E Moscow, OH 365 1,300
Combustion Turbines or Diesel
- -----------------------------
Hutchings W DP&L Miamisburg, OH 33 33
Yankee Street W DP&L Centerville, OH 138 138
Monument W DP&L Dayton, OH 12 12
Tait W DP&L Dayton, OH 10 10
Sidney W DP&L Sidney, OH 12 12
Tait Gas Turbine 1 W DP&L Moraine, OH 100 100
Tait Gas Turbine 2 W DP&L Moraine, OH 102 102
Tait Gas Turbine 3 W DP&L Moraine, OH 102 102
Killen C DP&L Wrightsville, OH 16 24
Stuart C DP&L Aberdeen, OH 3 10
* W - Wholly Owned; C - Commonly Owned
DP&L's electric transmission and distribution lines owned
and in service as of December 31, 1998 were as follows:
Overhead Lines Underground Lines
Nominal Voltage Circuit Miles Cable Miles
- --------------- -------------- -----------------
345 KV 414* 0
138 KV 377 3
69 KV 963 1
33 KV 43 0
Less than 33 KV 33,607 4,939
------ -----
Total Miles 35,404 4,943
* This figure includes 127 circuit miles of 345 KV lines wholly-
owned by DP&L and DP&L's portion (287 circuit miles) of
844 circuit miles of 345 KV lines owned as tenants in common
with CG&E and CSP.
-4-
<PAGE>
DP&L wholly owns and operates 148 substations with a total
capacity of 13,857,000 KVA and owns and operates 15 substations
as tenants in common with CG&E and CSP. The commonly owned
substations have a total capacity of 8,321,000 KVA, of which
2,890,000 KVA is DP&L's equivalent share.
DP&L's electric transmission lines have interconnections
with the lines of Ohio Power Company, CSP, CG&E, Ohio Edison
Company and Ohio Valley Electric Corporation, through which DP&L
has access to interstate electric energy markets.
Exhibits D and E attached hereto show the location of
certain major generating plants and principal transmission lines
of DP&L.
DP&L's natural gas distribution system delivers gas in 16
counties in Ohio. DP&L has long term natural gas purchase
agreements with various producers and long term firm
transportation agreements with Columbia Gas Transmission
Corporation ("Columbia"), Columbia Gulf Transmission Corporation
("Columbia Gulf"), Texas Gas Transmission Corporation ("Texas
Gas"), Panhandle Eastern Pipe Line Company ("Panhandle") and ANR
Pipeline Company ("ANR"), including storage agreements with
Columbia, Panhandle and Market Hub Partners. DP&L also has taken
advantage of interruptible transportation agreements it has with
Texas Eastern Transmission Company, ANR, Columbia, Columbia Gulf,
Texas Gas and Panhandle to receive spot natural gas purchased
through direct market arrangements. DP&L is also interconnected
with CNG Transmission Corporation. Exhibit F attached hereto outlines
DP&L's gas distribution system, which is entirely within the
State of Ohio.
3. The following information for the last calendar year with
respect to claimant and each of its subsidiary public
utility companies:
(a) Number of kWh of electric energy sold (at retail
or wholesale), and MCF of natural or manufactured gas
distributed at retail.
Claimant DP&L
-------- ----
None 17,480,659,000 kWh;
35,924,277 MCF
(b) Number of kWh of electric energy and MCF of natural
or manufactured gas distributed at retail outside the
State in which each such company is organized.
Claimant DP&L
-------- ----
None None
-5-
<PAGE>
(c) Number of kWh of electric energy and MCF of natural or
manufactured gas sold at wholesale outside the State in
which each such company is organized, or at the State line.
Claimant DP&L
-------- ----
None 1,555,318,000 kWh;
0 MCF
1998 Electric Sales outside the State of Ohio
---------------------------------------------
Sales
------------------------------
State Thousands of kWh Dollars
----- ---------------- -------
Alabama 12,304 221,441
Connecticut 39,587 704,804
Florida 152 4,930
Georgia 93,580 2,350,245
Illinois 101,184 1,807,140
Indiana 18,635 476,428
Kentucky 238,545 5,529,441
Maryland 124,409 2,280,212
Massachusetts 4,982 116,222
Michigan 108,939 2,132,663
Minnesota 1,536 23,040
Missouri 1,300 25,085
Nebraska 17,700 609,820
New Jersey 257,753 5,130,307
New York 4,930 874,527
North Carolina 17,589 599,525
North Dakota 5,287 259,733
Oklahoma 12,100 531,063
Oregon 6,600 152,500
Pennsylvania 343,609 8,431,130
Tennessee 3,400 129,312
Texas 136,375 4,818,736
Virginia 4,822 146,942
--------- ----------
TOTAL 1,555,318 37,355,246
========= ==========
-6-
<PAGE>
(d) Number of kWh of electric energy and MCF of
natural or manufactured gas purchased outside the
State in which each such company is organized, or
at the State line.
Claimant DP&L
-------- ----
None 619,636,000 kWh;
44,355,307 MCF
1998 Electric Purchases outside the State of Ohio
-------------------------------------------------
Purchases
------------------------------
State Thousands of kWh Dollars
----- ---------------- -------
Alabama 5,400 257,395
Connecticut 1,100 128,175
Georgia 16,800 403,041
Illinois 9,631 310,078
Indiana 56,481 2,138,828
Kentucky 64,696 2,367,979
Maryland 7,620 206,955
Massachusetts 3,000 115,575
Michigan 4,125 198,575
Minnesota 1,700 74,125
Missouri 850 27,025
Nebraska 4,646 129,108
New York 24,225 1,831,025
North Carolina 3,950 128,575
North Dakota 300 81,212
Oklahoma 6,400 129,200
Oregon 22,675 321,250
Pennsylvania 188,261 6,195,879
Texas 167,220 7,599,036
Virginia 30,556 1,584,298
------- ----------
TOTAL 619,636 24,227,334
======= ==========
1998 Gas Purchases outside the State of Ohio
---------------------------------------------
Purchases
------------------------------
State Thousands of MCF Dollars
------ ---------------- -------
Kentucky 4,123 11,227,597
Louisiana 13,182 32,359,272
Oklahoma 14,684 32,133,498
Pennsylvania 4,122 11,227,597
Virginia 4,122 11,227,597
West Virginia 4,122 11,227,597
------ -----------
TOTAL 44,355 109,403,158
====== ===========
-7-
<PAGE>
4. The following information for the reporting period with
respect to claimant and each interest it holds directly or
indirectly in an EWG or a foreign utility company, stating
monetary amounts in United States dollars:
(a) Name, location, business address and description
of the facilities used by the EWG or foreign utility
company for the generation, transmission and distribution
of electric energy for sale or for the distribution at
retail of natural or manufactured gas.
Indeck Pepperell Power Associates, Inc.
1130 Lake Cook Road, Suite 200
Buffalo Grove, IL 60089
Indeck Pepperell is a 38 MW plant used for the generation
of electricity.
(b) Name of each system company that holds an interest
in such EWG or foreign utility company; and description
of the interest held.
MVL: 7.254% equity interest in project.
(c) Type and amount of capital invested, directly or
indirectly, by the holding company claiming exemption;
any direct or indirect guarantee of the security of the
EWG or foreign utility company by the holding company
claiming exemption; and any debt or other financial
obligation for which there is recourse, directly or
indirectly, to the holding company claiming exemption
or another system company, other than the EWG or foreign
utility company.
MVL: Equity investment of $744,511.75.
(d) Capitalization and earnings of the EWG or foreign
utility company during the reporting period.
Capitalization: $10.25 million
Earnings: None
(e) Identify any service, sales or construction
contract(s) between the EWG or foreign utility company
and a system company, and describe the services to be
rendered or goods sold and fees or revenues under
such agreement(s).
None
-8-
<PAGE>
EXHIBIT INDEX
Page
----
Exhibit A - Consolidating Financial Statements for 12
twelve months ended December 31, 1998
Exhibit A-1 - Non-Utility Consolidating Financial 17
Statements for twelve months ended
December 31, 1998
Exhibit B - Financial Data Schedule 10
Exhibit C - An organizational chart showing the 10
relationship of each EWG or foreign
utility company to associate companies
in the holding company system
Exhibit D - Map showing location of certain major 47
electric generating plants, transmission
substations and 765 KV and 345 KV transmission
lines owned by DP&L or interconnected with
DP&L's electric system
Exhibit E - Map showing location of a major electric 48
generation plant, certain major transmission
substations and 345 KV and 138 KV transmission
lines within DP&L's service territory
Exhibit F - Map showing location of certain major 49
natural gas transmission and distribution
lines within DP&L's service territory
-9-
<PAGE>
EXHIBIT A
A consolidating statement of income and surplus of the
claimant and its subsidiary companies for the last calendar year,
together with a consolidating balance sheet of claimant and its
subsidiary companies as of the close of such calendar year.
Consolidating financial statements for the twelve months
ended December 31, 1998 are attached as Exhibit A. Non-utility
consolidating financial statements for the twelve months ended
December 31, 1998 are attached as Exhibit A-1.
EXHIBIT B
FINANCIAL DATA SCHEDULE
If, at the time a report on this form is filed, the
registrant is required to submit this report and any amendments
thereto electronically via EDGAR, the registrant shall furnish a
Financial Data Schedule. The Schedule shall set forth the
financial and other data specified below that are applicable to
the registrant on a consolidated basis.
Amount
Item No. Caption Heading $ in Millions
-------- --------------- -------------
1 Total Assets 3,855.9
2 Total Operating Revenues 1,352.3
3 Net Income 189.1
EXHIBIT C
An organizational chart showing the relationship of each EWG
or foreign utility company to associate companies in the holding
company system.
Claimant (Holding Company): DPL Inc.
Subsidiary of Claimant
having relationship with EWG: MVL
Name of EWG: Indeck Pepperell Power
Associates, Inc.
-10-
<PAGE>
The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on this
26th day of February, 1999.
DPL Inc.
------------------
(Name of claimant)
By: /s/ James P. Torgerson
---------------------------------
James P. Torgerson
Vice President, CFO and Treasurer
Attest:
/s/ Stephen F. Koziar Jr.
- -----------------------------------
Stephen F. Koziar Jr.
Group Vice President and Secretary
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:
Stephen F. Koziar, Jr., Group Vice President and Secretary
----------------------------------------------------------
(Name) (Title)
Courthouse Plaza Southwest, Dayton, Ohio 45402
-----------------------------------------------
(Address)
-11-
<PAGE>
APPENDIX
Exhibit D - page 47
- -------------------
A color-coded map of certain major electric transmission
substations and 345 kv transmission lines wholly owned by
DP&L as well as certain major electric generating plants,
transmission substations and 345 kv transmission lines
commonly owned by DP&L with other Ohio utilities. The map
also shows certain major generating plants, transmission
substations and 765 kv and 345 kv transmission lines of
neighboring utilities that are interconnected with the DP&L
system. The geographic area represented by the map is the
southern half of Ohio and small portions of bordering
states.
Exhibit E - page 48
- -------------------
A color-coded map of a wholly owned electric generating
plant and certain major wholly owned and commonly owned
transmission substations and 345 kv and 138 kv transmission
lines located within DP&L's service territory in West
Central Ohio.
Exhibit F - page 49
- -------------------
A color coded map of certain major natural gas transmission
and distribution lines and monitor, control, measurement and
supply points owned by DP&L and other companies within
DP&L's service territory in West Central Ohio.
-50-
<TABLE> <S> <C>
<ARTICLE> OPUR3
<CIK> 0000787250
<NAME> DPL INC.
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 3856
<TOTAL-OPERATING-REVENUES> 1352
<NET-INCOME> 189
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<SUBSIDIARY>
<NUMBER> 1
<NAME> DAYTON POWER & LIGHT COMPANY
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 3412
<TOTAL-OPERATING-REVENUES> 1284
<NET-INCOME> 169
</TABLE>
EXHIBIT A
DPL INC.
CONSOLIDATING FINANCIAL STATEMENTS
INCOME STATEMENT
YEAR-TO-DATE DECEMBER 31, 1998
($) MILLIONS
DPL INC DP&L CONS SUBS ELIMIN TOTAL
------- --------- ---- ------ -----
Utility Service Revenue 0.0 1,284.2 0.0 (2.2) 1,282.0
Non-Utility Revenue 191.8 0.0 90.5 (212.0) 70.3
----- ------- ---- ----- -------
Total Operating Revenue 191.8 1,284.2 90.5 (214.2) 1,352.3
----- ------- ---- ----- -------
Fuel and Purchased Power 0.0 257.4 0.0 0.0 257.4
Gas Purchased for Resale 0.0 127.9 58.5 0.0 186.4
Operation & Maintenance 0.8 244.3 7.3 (22.5) 230.0
Depreciation & Amortization 0.0 125.5 1.6 0.0 127.1
General Taxes 0.0 136.2 0.3 0.0 136.5
----- ------- ---- ----- -------
Total Operating Expense 0.8 891.3 67.7 (22.5) 937.3
----- ------- ---- ----- -------
Operating Income Before Tax 191.0 392.9 22.8 (191.7) 415.0
Income Taxes (1.5) 113.0 8.9 0.0 120.4
----- ------- ---- ----- -------
Operating Income After Tax 192.5 279.9 13.9 (191.7) 294.6
Interest Expense 4.3 88.6 0.5 (0.5) 92.9
Preferred Stock Dividends 0.0 0.9 0.0 0.0 0.9
Interest & Other Income &
Deductions, net (0.9) (11.2) (11.9) 2.7 (21.3)
----- ------- ---- ----- -------
Net Operating Income 189.1 201.6 25.3 (193.9) 222.1
Deferral (Amort) of
Regulatory Assets 0.0 (33.0) 0.0 0.0 (33.0)
----- ------- ---- ----- -------
Net Income 189.1 168.6 25.3 (193.9) 189.1
===== ======= ==== ===== =======
-12-
<PAGE>
EXHIBIT A
DPL INC.
CONSOLIDATING FINANCIAL STATEMENTS
BALANCE SHEET
YEAR-TO-DATE DECEMBER 31, 1998
($) MILLIONS
DPL INC DP&L CONS SUBS ELIMIN TOTAL
------- --------- ---- ------ -----
Property 0.0 3,714.5 28.8 0.0 3,743.3
Accumulated Depreciation
& Amort 0.0 (1,484.9) (19.7) 0.0 (1,504.6)
------- ------- ----- -------- -------
Net Property 0.0 2,229.6 9.1 0.0 2,238.7
------- ------- ----- -------- -------
Cash & Temporary Investments 0.4 1.9 11.4 0.0 13.7
Accounts Receivable (Net) 12.3 219.2 20.2 (24.0) 227.7
Inventory 0.0 112.2 0.2 0.0 112.4
Taxes Applicable to
Subsequent Years 0.0 93.4 0.0 0.0 93.4
Other Current Assets 0.1 49.7 3.2 (5.4) 47.6
------- ------- ----- ------- -------
Total Current Assets 12.8 476.4 35.0 (29.4) 494.8
------- ------- ----- ------- -------
Income Tax Assets 0.0 195.5 0.0 0.0 195.5
Regulatory Assets 0.0 82.2 0.0 0.0 82.2
Financial Assets 1.4 232.2 463.5 0.0 697.1
Other Assets 1,548.7 196.5 4.4 (1,602.0) 147.6
------- ------- ----- ------- -------
Total Other Assets 1,550.1 706.4 467.9 (1,602.0) 1,122.4
------- ------- ----- ------- -------
Total Assets 1,562.9 3,412.4 512.0 (1,631.4) 3,855.9
======= ======= ===== ======= =======
Accounts Payable 4.1 106.6 16.3 (18.0) 109.0
Short-Term Debt 15.0 181.2 4.3 (5.6) 194.9
Accrued Taxes 3.8 160.9 0.5 0.0 165.2
Accrued Interest 4.1 20.7 0.0 0.0 24.8
Other Current Liabilities 4.1 50.2 12.0 (11.4) 54.9
------- ------- ----- ------- -------
Total Current Liabilities 31.1 519.6 33.1 (35.0) 548.8
------- ------- ----- ------- -------
Deferred Credits & Other 0.1 153.8 150.7 0.0 304.6
Unamort Investment Tax Credit 0.0 69.3 0.1 0.0 69.4
Deferred Income Taxes 0.0 488.2 (19.1) (8.5) 460.6
------- ------- ----- ------- -------
Total Deferred Credits
& Other 0.1 711.3 131.7 (8.5) 834.6
------- ------- ----- ------- -------
Common Stock 1.6 0.4 0.1 (0.5) 1.6
Other Paid-In Capital 730.0 788.2 280.3 (1,093.9) 704.6
Earnings Reinvested 619.8 450.8 37.6 (477.9) 630.3
Accumulated Other
Comprehensive Income 0.0 33.6 29.2 (15.6) 47.2
Pref Stock w/o Mand. Redmp. 0.0 22.9 0.0 0.0 22.9
Total Long-Term Debt 180.3 885.6 0.0 0.0 1,065.9
------- ------- ----- ------- -------
Total Capitalization 1,531.7 2,181.5 347.2 (1,587.9) 2,472.5
------- ------- ----- ------- -------
Total Liabilities & Equity 1,562.9 3,412.4 512.0 (1,631.4) 3,855.9
======= ======= ===== ======= =======
-13-
<PAGE>
EXHIBIT A
THE DAYTON POWER & LIGHT COMPANY
CONSOLIDATING FINANCIAL STATEMENTS
INCOME STATEMENT
YEAR-TO-DATE DECEMBER 31, 1998
($) MILLIONS
DP&L SUBS ELIMIN TOTAL
---- ---- ------ -----
Utility Service Revenue 1,284.2 0.0 0.0 1,284.2
Non-Utility Revenue 0.0 0.7 (0.7) 0.0
------- --- --- -------
Total Operating Revenue 1,284.2 0.7 (0.7) 1,284.2
------- --- --- -------
Fuel and Purchased Power 257.3 0.0 0.0 257.3
Gas Purchased for Resale 127.9 0.0 0.0 127.9
Operation & Maintenance 244.2 0.8 (0.7) 244.3
Depreciation & Amortization 125.4 0.2 0.0 125.6
General Taxes 136.2 0.0 0.0 136.2
------- --- --- -------
Total Operating Expense 891.0 1.0 (0.7) 891.3
------- --- --- -------
Operating Income Before Tax 393.2 (0.3) 0.0 392.9
Income Taxes 111.7 1.3 0.0 113.0
------- --- --- -------
Operating Income After Tax 281.5 (1.6) 0.0 279.9
Interest Expense 88.5 0.1 0.0 88.6
Preferred Stock Dividends 0.9 0.0 0.0 0.9
Interest & Other Income
deductions, net (9.5) (4.2) 2.5 (11.2)
------- --- --- -------
Net Operating Income 201.6 2.5 (2.5) 201.6
Deferral (Amort) of
Regulatory Assets (33.0) 0.0 0.0 (33.0)
------- --- --- -------
Net Income 168.6 2.5 (2.5) 168.6
======= === === =======
-14-
<PAGE>
EXHIBIT A
THE DAYTON POWER & LIGHT COMPANY
CONSOLIDATING FINANCIAL STATEMENTS
BALANCE SHEET
YEAR-TO-DATE DECEMBER 31, 1998
($) MILLIONS
DP&L SUBS ELIMIN TOTAL
---- ---- ------ -----
Property 3,713.4 2.5 (1.4) 3,714.5
Accumulated Depreciation
& Amort (1,483.7) (1.2) 0.0 (1,484.9)
------- ----- ----- -------
Net Property 2,229.7 1.3 (1.4) 2,229.6
------- ----- ----- -------
Cash & Temporary Investments 0.7 1.2 0.0 1.9
Accounts Receivable (Net) 220.4 0.0 (1.2) 219.2
Inventory 112.2 0.0 0.0 112.2
Taxes Applicable to
Subsequent Years 93.4 0.0 0.0 93.4
Other Current Assets 49.7 0.0 0.0 49.7
------- ----- ----- -------
Total Current Assets 476.4 1.2 (1.2) 476.4
------- ----- ----- -------
Income Tax Assets 195.5 0.0 0.0 195.5
Regulatory Assets 82.2 0.0 0.0 82.2
Financial Assets 25.3 231.7 (24.8) 232.2
Other Assets 402.9 0.0 (206.4) 196.5
------- ----- ----- -------
Total Other Assets 705.9 231.7 (231.2) 706.4
------- ----- ----- -------
Total Assets 3,412.0 234.2 (233.8) 3,412.4
======= ===== ===== =======
Accounts Payable 106.6 1.0 (1.0) 106.6
Short-Term Debt 179.9 1.5 (0.2) 181.2
Accrued Taxes 160.5 0.4 0.0 160.9
Accrued Interest 20.7 0.0 0.0 20.7
Other Current Liabilities 50.2 0.0 0.0 50.2
------- ----- ----- -------
Total Current Liabilities 517.9 2.9 (1.2) 519.6
------- ----- ----- -------
Deferred Credits & Other 153.8 0.0 0.0 153.8
Unamort Investment Tax Credit 69.3 0.0 0.0 69.3
Deferred Income Taxes 488.1 8.8 (8.7) 488.2
------- ----- ----- -------
Total Deferred Credits
& Other 711.2 8.8 (8.7) 711.3
------- ----- ----- -------
Common Stock 0.4 0.0 0.0 0.4
Other Paid-In Capital 788.2 202.5 (202.5) 788.2
Earnings Reinvested 468.3 3.9 (21.4) 450.8
Accumulated Other
Comprehensive Income 17.5 16.1 0.0 33.6
Pref Stock w/o Mand. Redmp. 22.9 0.0 0.0 22.9
Total Long-Term Debt 885.6 0.0 0.0 885.6
------- ----- ----- -------
Total Capitalization 2,182.9 222.5 (223.9) 2,181.5
------- ----- ----- -------
Total Liabilities & Equity 3,412.0 234.2 (233.8) 3,412.4
======= ===== ===== =======
-15-
<PAGE>
EXHIBIT A-1
Certain consolidating financial statements herein are being
filed by the Company under separate cover to be afforded
confidential treatment. Pursuant to the Freedom of Information
Act and Applicable rules of the Securities and Exchange
Commission, the consolidating financial information relating to
the Company's non-utility subsidiaries have been separated from
the remainder of Exhibit A and marked "CONFIDENTIAL TREATMENT
REQUESTED BY DPL INC."
The Statements for which confidential treatment is requested
are found on pages 17 through 46 of Exhibit A-1 bearing the
following headings:
1. Inc. Consolidation Detail Report, Subsidiaries Unconsolidated,
Income Statement, Year to Date 12/31/98;
2. Inc. Consolidation Detail Report, Subsidiaries Unconsolidated,
Balance Sheet, Year to Date 12/31/98;
3. MV Leasing Consolidation Detail Report, Income Statement,
Year to Date 12/31/98;
4. MV Leasing Consolidation Detail Report, Balance Sheet,
Year to Date 12/31/98;
5. MVD Consolidation Detail Report, Income Statement,
Year to Date 12/31/98;
6. MVD Consolidation Detail Report, Balance Sheet,
Year to Date 12/31/98;
7. DP&L Consolidation Detail Report, Subsidiaries Unconsolidated,
Income Statement, Year to Date 12/31/98; and
8. DP&L Consolidation Detail Report, Subsidiaries Unconsolidated,
Balance Sheet, Year to Date 12/31/98.
-16-
