UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 14, 2022
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
N/A | N/A | N/A | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company | |||||
DPL Inc. | |||||
The Dayton Power and Light Company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| DPL Inc. | ☐ | ||||
| The Dayton Power and Light Company | ☐ | ||||
Item 7.01 Regulation FD Disclosure
On November 30, 2020, The Dayton Power and Light Company, doing business as AES Ohio (“AES Ohio”), filed with Public Utilities Commission of Ohio (“PUCO”) an application (the “Application”) to increase AES Ohio’s base rates for electric distribution service to address, in part, increased costs of materials and labor and substantial investments to improve distribution structures. On December 14, 2022, the PUCO issued an order (the “Order”) on the Application. Among other matters, the Order:
•Establishes a revenue increase of $75,616,813 for AES Ohio’s base rates for electric distribution service. This increase will go into effect when AES Ohio has a new electric security plan in place. AES Ohio filed an application with the PUCO for approval of a new electric security plan (“ESP 4”) on September 26, 2022 in Case No. 22-0900-EL-SSO, and AES Ohio expects an approval of an ESP 4 in mid-2023; and
•Provides for a return on equity of 9.999% and a cost of long-term debt of 4.4% on a rate base of $783,477,925 and based on a capital structure of 53.87% equity and 46.13% long-term debt.
AES Ohio’s distribution rate case docket, which includes a copy of the Order, is available at the website of the PUCO at www.puco.ohio.gov by searching Case No. 20-1651-EL-AIR. The information on the website of the PUCO is not incorporated herein.
A copy of the press release announcing the foregoing is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein. The foregoing information and the exhibit attached hereto are furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Forward-Looking Statements
This current report contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements include, but are not limited to, statements regarding management’s intents, beliefs and current expectations and typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” “forecast,” “target,” “will,” “would,” “intend,” “believe,” “project,” “estimate,” “plan,” “seek,” and similar words. Such forward-looking statements include, without limitation, statements with respect to return on and recovery of costs and expenses, the making of regulatory applications and filings, timing of approvals, strategic objectives, management’s expectations, or other anticipated matters in connection with the Order and its effects, including those on AES Ohio’s financial performance and condition. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute current expectations based on reasonable assumptions. These assumptions include, but are not limited to, timing of events, accurate projections of market conditions and regulatory rates, future interest rates, commodity prices, continued operating performance and electricity volume at distribution companies, as well as achievements of planned productivity improvements and growth investments at expected rates of return.
Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties, and other factors. Important factors that could affect actual results are discussed in DPL’s and AES Ohio’s filings with the Securities and Exchange Commission, including, but not limited to, the risks discussed under Item 1A: “Risk Factors” and Item 7: "Management’s Discussion & Analysis" in DPL’s and AES Ohio’s 2021 Annual Report on Form 10-K and 2022 Quarterly Reports on Form 10-Q. Readers are encouraged to read DPL’s and AES Ohio’s filings to learn more about the risk factors associated with DPL’s and AES Ohio’s businesses. DPL and AES Ohio undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Any security holder who desires copies of DPL’s or AES Ohio’s periodic reports filed with the Securities and Exchange Commission may obtain copies (excluding Exhibits) without charge by addressing a request to the Office of the Secretary, DPL Inc., 1065 Woodman Drive, Dayton, Ohio 45432. Exhibits also may be requested, but a charge equal to the reproduction cost thereof may be made. Copies of such reports also may be obtained by visiting AES Ohio’s website at www.aes-ohio.com.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DPL Inc. | ||||||||
| Date: December 15, 2022 | By: | /s/ Brian Hylander | ||||||
| Name: | Brian Hylander | |||||||
| Title: | Vice President, General Counsel and Secretary | |||||||
| The Dayton Power and Light Company | ||||||||
| d/b/a AES Ohio | ||||||||
| Date: December 15, 2022 | By: | /s/ Brian Hylander | ||||||
| Name: | Brian Hylander | |||||||
| Title: | Vice President, General Counsel and Secretary | |||||||
