S-4

As filed with the Securities and Exchange Commission on November 8, 2019

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DPL INC.

(Exact Name of Registrant as Specified in Its Charter)

Ohio	4931	31-1163136
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
	1065 Woodman Drive Dayton, OH 45432 (937) 259-7215
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

	Judi L. Sobecki, Esq. General Counsel DPL Inc. 1065 Woodman Drive Dayton, OH 45432 (937) 259-7215
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

	Copies to:
Richard D. Truesdell, Jr., Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

I-1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o    Accelerated filer o

Non-accelerated filer x    Smaller reporting company o

Emerging growth company o

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 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE
Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount Of Registration Fee
New 4.35% Senior Notes due 2029	$400,000,000	100%	$400,000,000	$51,920

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

I-2

SUBJECT TO COMPLETION, DATED NOVEMBER 8, 2019

PROSPECTUS

DPL Inc.

Offer to Exchange

4.35% Senior Notes due 2029

for

New 4.35% Senior Notes due 2029

We are offering to exchange up to $400,000,000 of our new registered 4.35% Senior Notes due 2029 (the “new notes”) for up to $400,000,000 of our existing unregistered 4.35% Senior Notes due 2029 (the “old notes”). The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the transfer restrictions and registration rights relating to the old notes do not apply to the new notes. The new notes will represent the same debt as the old notes and we will issue the new notes under the same indenture.

To exchange your old notes for new notes:

• you are required to make the representations described on page 3 to us; and

• you should read the section called “The Exchange Offer” starting on page 64 for further information on how to exchange your old notes for new notes.

The exchange offer will expire at 5:00 P.M. New York City time on , 2019 unless it is extended.

_________________

See “Risk Factors” beginning on page 5 of this prospectus for a discussion of risk factors that should be considered by you prior to tendering your old notes in the exchange offer.

________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

, 2019

I-3

TABLE OF CONTENTS

	Page No.
Glossary of Terms	I-5
Summary	1
Risk Factors	5
Cautionary Note Regarding Forward-Looking Statements	19
Use of Proceeds	20
Capitalization	21
Selected Consolidated Financial and Other Data	22
Management's Discussion and Analysis of Results of Operations and Financial Condition	23
BUSINESS	41
Description of the Notes	48
The Exchange Offer	64
U.S. Federal Income Tax Consequences	70
Plan of Distribution	70
Validity of Securities	70
Experts	71
Where You Can Find More Information	71
Index to Financial Statements	F-1

We have not authorized anyone to provide you with any information other than that contained in this prospectus or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus is based on information provided by us and by other sources that we believe are reliable. We cannot assure you that this information is accurate or complete. This prospectus summarizes certain documents and other information and we refer you to them for a more complete understanding of what we discuss in this prospectus. In making an investment decision, you must rely on your own examination of our company and the terms of the offering and the notes, including the merits and risks involved.

We are not making any representation to any purchaser of the notes regarding the legality of an investment in the notes by such purchaser under any legal investment or similar laws or regulations. You should not consider any information in this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the notes.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

I-4

GLOSSARY OF TERMS

The following select terms, abbreviations or acronyms are used in this prospectus:

Term	Definition
2017 ESP	DP&L's ESP, approved October 20, 2017, effective November 1, 2017
AEP Generation	AEP Generation Resources Inc., a subsidiary of American Electric Power Company, Inc. (“AEP”). Columbus Southern Power Company merged into the Ohio Power Company, another subsidiary of AEP, effective December 31, 2011. The Ohio Power generating assets (including jointly-owned units) were transferred into AEP Generation.
AER	Alternative Energy Rider allows DP&L to recover costs related to meeting the Ohio renewable portfolio standards
AES	The AES Corporation, a global power company, the ultimate parent company of DPL
AES Ohio Generation	AES Ohio Generation, LLC, a wholly-owned subsidiary of DPL that owns and operates a generation facility from which it makes wholesale sales
AFUDC	Allowance for Funds Used During Construction
AMI	Advanced Metering Infrastructure
AOCI	Accumulated Other Comprehensive Income
ARO	Asset Retirement Obligation
ASU	Accounting Standards Update
CAA	U.S. Clean Air Act
Capacity Market	The purpose of the capacity market is to enable PJM to obtain sufficient resources to reliably meet the needs of electric customers within the PJM footprint. PJM procures capacity, through a multi-auction structure, on behalf of the load serving entities to satisfy the load obligations. There are four auctions held for each Delivery Year (running from June 1 through May 31). The Base Residual Auction is held three years in advance of the Delivery Year and there is one Incremental Auction held in each of the subsequent three years. AES Ohio Generation's capacity is in the “rest of” RTO area of PJM.
CCEM	Customer Conservation and Energy Management
CCR	Coal Combustion Residuals, which consists of bottom ash, fly ash, and air pollution
Conesville	AES Ohio Generation's interest in Unit 4 at the Conesville EGU which is operated by AEP
CPP	The Clean Power Plan, the USEPA's final carbon dioxide emission rules for existing power plants under Clean Air Act Section 111(d)
CRES	Competitive Retail Electric Service
CSAPR	Cross-State Air Pollution Rule
CWA	U.S. Clean Water Act
Dark spread	A common metric used to estimate returns over fuel costs of coal-fired EGUs
DOE	U.S. Department of Energy
DMP	Distribution Modernization Plan - on December 21, 2018, DP&L filed a comprehensive grid modernization plan pursuant to the PUCO Order in the ESP
DMR	Distribution modernization rider - designed to allow DP&L to modernize and/or maintain its transmission and distribution infrastructure.
DPL	DPL Inc.
DPLER	DPL Energy Resources, Inc., formerly a wholly-owned subsidiary of DPL which sold competitive electric energy and other energy services. DPLER was sold on January 1, 2016 pursuant to an agreement dated December 28, 2015.
DP&L	The Dayton Power and Light Company, the principal subsidiary of DPL and a public utility which sells, transmits and distributes electricity to residential, commercial, industrial and governmental customers in a 6,000 square mile area of West Central Ohio. DP&L is wholly-owned by DPL
DRO	Distribution Rate Order, the order issued by the PUCO on September 26, 2018 establishing new base distribution rates for DP&L, which became effective October 1, 2018
Dths	Decatherms, unit of heat energy equal to 10 therms. One therm is equal to 100,000 British Thermal Units
Duke Energy	Affiliates of Duke Energy with which DP&L co-owns transmission lines in Ohio (Duke Energy Ohio, Inc.)
Dynegy	Dynegy, Inc., the parent of various subsidiaries that, along with AEP Generation and AES Ohio Generation, co-owns coal-fired EGUs in Ohio
EBIT	Earnings before interest and taxes
EBITDA	Earnings before interest, taxes, depreciation and amortization
EGU	Electric Generating Unit
ELG	Steam Electric Power Effluent Limitations Guidelines
ERAC	Environmental Review Appeals Commission - a commission appointed by the Governor of Ohio to resolve appeals related various Ohio agencies including Ohio EPA, Ohio Department of Agriculture and others
ERISA	The Employee Retirement Income Security Act of 1974
ESP	The Electric Security Plan is a cost-based plan that a utility may file with the PUCO to establish SSO rates pursuant to Ohio law
FASB	Financial Accounting Standards Board
FASC	FASB Accounting Standards Codification
FERC	Federal Energy Regulatory Commission
First and Refunding Mortgage	DP&L’s First and Refunding Mortgage, dated October 1, 1935, as amended, with The Bank of New York Mellon as Trustee
FTR	Financial Transmission Rights
GAAP	Generally Accepted Accounting Principles in the United States of America

I-5

GLOSSARY OF TERMS (cont.)
Term	Definition
Generation Separation	The transfer on October 1, 2017, to AES Ohio Generation of the DP&L-owned generating facilities and related liabilities, excluding those of the Beckjord Facility and Hutchings EGU, pursuant to an asset contribution agreement with a subsidiary that was then merged into AES Ohio Generation
GHG	Greenhouse gas
kV	Kilovolts, 1,000 volts
kWh	Kilowatt hour
LIBOR	London Inter-Bank Offering Rate
Master Trust	DP&L established a Master Trust to hold assets that could be used for the benefit of employees participating in employee benefit plans
MATS	Mercury and Air Toxics Standards
Merger	The merger of DPL and Dolphin Sub, Inc., a wholly-owned subsidiary of AES. On November 28, 2011, DPL became a wholly-owned subsidiary of AES.
Miami Valley Lighting	Miami Valley Lighting, LLC is a wholly-owned subsidiary of DPL established in 1985 to provide street and outdoor lighting services to customers in the Dayton region. Miami Valley Lighting serves businesses, communities and neighborhoods in West Central Ohio with over 70,000 lighting solutions for more than 190 businesses and 180 local governments.
MRO	Market Rate Option, a market-based plan that a utility may file with PUCO to establish SSO rates pursuant to Ohio law
MTM	Mark to Market
MVIC	Miami Valley Insurance Company, a wholly-owned insurance subsidiary of DPL that provides insurance services to DPL and its subsidiaries
MW	Megawatt, a unit of power equal to one million watts
MWh	Megawatt hour
NAAQS	National Ambient Air Quality Standards
NAV	Net asset value
NERC	North American Electric Reliability Corporation
Non-bypassable	Charges that are assessed to all customers regardless of whom the customer selects as their retail electric generation supplier
NOV	Notice of Violation
NOX	Nitrogen Oxide
NPDES	National Pollutant Discharge Elimination System
NSR	New Source Review: a preconstruction permitting program regulating new or significantly modified sources of air pollution
OCI	Other Comprehensive Income
Ohio EPA	Ohio Environmental Protection Agency
OTC	Over the counter
OVEC	Ohio Valley Electric Corporation, an electric generating company in which DP&L has a 4.9% interest
Peaker assets	The generation and related assets for the 586.0 MW Tait combustion turbine and diesel generation facility, the 236.0 MW Montpelier combustion turbine generation facility, the 101.5 MW Yankee combustion turbine generation and solar facility, the 25.0 MW Hutchings combustion turbine generation facility, the 12.0 MW Monument diesel generation facility, and the 12.0 MW Sidney diesel generation facility
PJM	PJM Interconnection, LLC, an RTO
PRP	Potentially Responsible Party
PUCO	Public Utilities Commission of Ohio
RTO	Regional Transmission Organization
SB 221	Ohio Senate Bill 221 is an Ohio electric energy bill that requires all Ohio distribution utilities to file either an ESP or MRO. The law also contains, among other things, annual targets relating to advanced energy portfolio standards, renewable energy, demand reduction and energy efficiency standards.
SEC	Securities and Exchange Commission
SEET	Significantly Excessive Earnings Test
Service Company	AES US Services, LLC, the shared services affiliate providing accounting, finance, and other support services to AES’ U.S. SBU businesses
SIP	A State Implementation Plan is a plan for complying with the federal CAA, administered by the USEPA. The SIP consists of narrative, rules, technical documentation and agreements that an individual state will use to clean up polluted areas.
SO2	Sulfur Dioxide
SSO	Standard Service Offer represents the retail transmission, distribution and generation services offered by a utility through regulated rates, authorized by the PUCO
TCJA	The Tax Cuts and Jobs Act of 2017 signed on December 22, 2017
U.S.	United States of America
USD	U.S. dollar
USEPA	U. S. Environmental Protection Agency
USF	The Universal Service Fund (USF) is a statewide program which provides qualified low-income customers in Ohio with income-based bills and energy efficiency education programs
U.S. SBU	U. S. Strategic Business Unit, AES’ reporting unit covering the businesses in the United States, including DPL

I-6

SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus before making a decision to exchange your old notes for new notes, including the section entitled “Risk Factors” beginning on page 5 of this prospectus.

Unless otherwise indicated or the context otherwise requires, the terms “DPL,” “we,” “our,” “us,” and “the Company” refer to DPL Inc., including all of its subsidiaries and affiliates, collectively.

Our Company

DPL is a diversified regional energy company incorporated under the laws of the State of Ohio in 1985 with three primary subsidiaries: DP&L, Miami Valley Insurance Company (“MVIC”) and AES Ohio Generation, LLC (“AES Ohio Generation”). DP&L is a public utility providing electric transmission and distribution services in West Central Ohio. MVIC is DPL’s captive insurance company that provides insurance services to DPL and its subsidiaries. AES Ohio Generation owns an undivided interest in a coal-fired generating facility and sells all of its energy and capacity into the wholesale market. DPL also has a wholly-owned business trust, DPL Capital Trust II (“Capital Trust II”), formed for the purpose of issuing trust capital securities to investors. All of DPL’s subsidiaries are wholly-owned.

DP&L is a public utility incorporated in 1911 under the laws of Ohio. DP&L offers retail standard service offer (“SSO”) electric service to residential, commercial, industrial and governmental customers in a 6,000 square mile area of West Central Ohio and has the exclusive right to provide distribution and transmission services to more than 524,000 customers in that service area. In addition to DP&L’s electric transmission and distribution businesses, DP&L has a 4.9% interest in OVEC, an electric generating company. OVEC has two electric generating stations located in Cheshire, Ohio and Madison, Indiana with a combined generation capacity of 2,109 megawatts (“MW”). DP&L’s share of this generation capacity is 103 MW.

The principal industries located in DP&L’s service territory include automotive, food processing, paper, plastic, manufacturing and defense. DP&L’s sales reflect general economic and competitive conditions, seasonal weather patterns of the area and the growth of energy efficiency initiatives, however, its distribution revenues have been decoupled from weather and energy efficiency variations beginning January 1, 2019 as a result of the decoupling rider the PUCO approved in the distribution rate order establishing new base distribution rates, which became effective October 1, 2018 (the “DRO”).

DPL strives to achieve stable, long-term growth through efficient operations and strong customer and regulatory relations. More specifically, DPL’s strategy is to utilize the transmission and distribution assets that transfer electricity at the most efficient cost, and to maintain the highest level of customer service and reliability. DPL’s total consolidated revenue and net income for the nine months ended September 30, 2019 were $592.2 million and $61.4 million, respectively. In addition, as of September 30, 2019, DPL had total assets of approximately $1.8 billion. DPL’s business is not dependent on any single customer or group of customers.

DPL’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DPL applies the accounting standards for regulated operations to its electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs or overcollections of riders.

DPL Inc. was incorporated under the laws of the State of Ohio in 1985. DPL’s principal executive office is located at 1065 Woodman Drive, Dayton, Ohio, 45432, and its telephone number is (937) 224-6000. DPL’s website address is https://www.dpandl.com. Material contained on DPL’s website is not part of and is not deemed to be a part of this prospectus.

DPL Inc. is a wholly owned indirect subsidiary of The AES Corporation (“AES”). AES is a global power company. AES’s executive offices are located at 4300 Wilson Boulevard, Arlington, VA, 22203 and its telephone number is (703) 522-1315.

The names “DPL,” “The Dayton Power & Light Company” and various other names contained herein are DPL owned trademarks, service marks or trade names. The name “AES” is an AES owned trademark, service mark or

1

trade name. All other trademarks, trade names or service marks appearing herein are owned by their respective holders.

The Exchange Offer

Securities Offered	We are offering up to $400,000,000 aggregate principal amount of new 4.35% Senior Notes due 2029 (the “new notes”), which will be registered under the Securities Act.
The Exchange Offer	We are offering to issue the new notes in exchange for a like principal amount of your old notes. We are offering to issue the new notes to satisfy our obligations contained in the registration rights agreement entered into when the old notes were sold in transactions permitted by Rule 144A and Regulation S under the Securities Act and therefore not registered with the SEC. For procedures for tendering, see “The Exchange Offer.”
Tenders, Expiration Date, Withdrawal	The exchange offer will expire at 5:00 P.M. New York City time on 2019 unless it is extended. If you decide to exchange your old notes for new notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the new notes. If you decide to tender your old notes in the exchange offer, you may withdraw them at any time prior to , 2019. If we decide for any reason not to accept any old notes for exchange, your old notes will be returned to you without expense to you promptly after the exchange offer expires. You may only exchange old notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
U.S. Federal Income Tax Consequences	Your exchange of old notes for new notes in the exchange offer will not result in any income, gain or loss to you for U.S. federal income tax purposes. See “U.S. Federal Income Tax Consequences of the Exchange Offer.”
Use of Proceeds	We will not receive any proceeds from the issuance of the new notes in the exchange offer.
Exchange Agent	U.S. Bank National Association is the exchange agent for the exchange offer.
Failure to Tender Your Old Notes	If you fail to tender your old notes in the exchange offer, you will not have any further rights under the registration rights agreement, including any right to require us to register your old notes or to pay you additional interest or liquidated damages. All untendered old notes will continue to be subject to the restrictions on transfer set forth in the old notes and in the indenture. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will register such untendered old notes under the Securities Act and, following this exchange offer, will be under no obligation to do so.

You will be able to resell the new notes without registering them with the SEC if you meet the requirements described below.

• Based on interpretations by the SEC’s staff in no-action letters issued to third parties, we believe that new notes issued in exchange for the old notes in the exchange offer may be offered for resale, resold or

2

otherwise transferred by you without registering the new notes under the Securities Act or delivering a prospectus, unless you are a broker-dealer receiving securities for your own account, so long as:

• you are not one of our “affiliates,” which is defined in Rule 405 of the Securities Act;

• you acquire the new notes in the ordinary course of your business;

• you do not have any arrangement or understanding with any person to participate in the distribution of the new notes; and

• you are not engaged in, and do not intend to engage in, a distribution of the new notes.

If you are an affiliate of DPL, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of new notes acquired in the exchange offer, you (1) should not rely on our interpretations of the position of the SEC’s staff and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

If you are a broker-dealer and receive new notes for your own account in the exchange offer and/or in exchange for old notes that were acquired for your own account as a result of market-making or other trading activities:

• you must represent that you do not have any arrangement or understanding with us or any of our affiliates to distribute the new notes;

• you must acknowledge that you will deliver a prospectus in connection with any resale of the new notes you receive from us in the exchange offer; and

• you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of new notes received in exchange for old notes acquired by you as a result of market-making or other trading activities.

For a period of 90 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale described above.

Summary Description of the Notes

The terms of the new notes and the old notes are identical in all material respects, except that the new notes have been registered under the Securities Act, and the transfer restrictions and registration rights relating to the old notes do not apply to the new notes. The new notes will represent the same debt as the old notes and will be governed by the same indenture under which the old notes were issued.

Issuer	DPL Inc., an Ohio corporation
Notes Offered	$400.0 million aggregate principal amount of 4.35% Senior Notes due 2029
Maturity	April 15, 2029
Interest Payment Dates	The new notes will bear interest at an annual rate equal to 4.35%. Interest on the notes will be paid on each April 15 and October 15.
Record Dates	The regular record date for each interest payment date for the notes will be the April 1 or October 1 prior to such interest payment date.
Denominations	Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

3

Ranking	The notes will be DPL’s unsecured and unsubordinated obligations and will rank: equal in right of payment with all of DPL’s other senior unsecured debt; effectively junior in right of payment to (a) DPL’s secured debt, if any, to the extent of the value of the assets securing such debt and (b) the debt and other liabilities (including trade payables) of DPL’s subsidiaries; and senior in right of payment to any of DPL’s subordinated debt (if any).
	As of September 30, 2019, the carrying value of our indebtedness was $1,362.9 million. At September 30, 2019, the indebtedness of DPL’s subsidiaries had a carrying value of approximately $574.2 million.
	The indenture under which the new notes will be issued contains no restrictions on the amount of additional unsecured indebtedness that DPL may incur or the amount of indebtedness (whether secured or unsecured) that DPL’s subsidiaries may incur (subject to compliance with the Limitations on Liens covenant in the case of secured debt). There will be no recourse against AES with respect to the notes offered hereby.
Optional Redemption	Prior to January 15, 2029 (the date that is three months prior to the maturity date), we may redeem some or all of the notes at any time and from time to time at a redemption price, together with accrued and unpaid interest to the date of redemption, equal to the greater of: 100% of their principal amount; or the sum of the present values of the remaining scheduled payments of principal and interest on the notes, discounted from the redemption date to January 15, 2029 (the date that is three months prior to the maturity date) on a semiannual basis at the treasury yield plus 30 basis points.
	On or after January 15, 2029 (the date that is three months prior to the maturity date), we may redeem some or all of the notes at any time and from time to time at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest on the notes to be redeemed to the date of redemption.
	See “Description of the Notes-Optional Redemption.”
Change of Control	Upon the occurrence of a change of control triggering event (as described in “Description of the Notes-Repurchase at the Option of Holders”), you may require the repurchase of some or all of your notes at 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.

4

Covenants	The indenture governing the notes contains covenants that, among other things, limit our ability and, in the case of restrictions on liens, the ability of our significant subsidiaries to: create certain liens on assets and properties; and consolidate or merge, or convey, transfer or lease substantially all of our consolidated properties and assets.
	These covenants are subject to important exceptions and qualifications, which are described in “Description of the Notes-Covenants.” The indenture does not in any way restrict or prevent DP&L or any other DPL subsidiary from incurring indebtedness (subject to compliance with the Limitation on Liens covenant in the case of secured debt).
Book-Entry Form	The notes will be issued in registered book-entry form represented by one or more global notes to be deposited with or on behalf of The Depository Trust Company, or DTC, or its nominee for the accounts of its direct and indirect participants including Clearstream and Euroclear. Transfers of the notes will be effected only through the facilities of DTC. Beneficial interests in the global notes may not be exchanged for certificated notes except in limited circumstances.
Trustee	U.S. Bank National Association.
Governing Law	The indenture that governs the notes offered hereby and the notes are governed by, and will be construed in accordance with, the laws of the State of New York.
Risk Factors	You should carefully consider all of the information contained in this prospectus before deciding to tender your old notes in the exchange offer. In particular, we urge you to carefully consider the information set forth under “Risk Factors” herein for a discussion of risks and uncertainties relating to us, our business and the new notes offered hereby.

RISK FACTORS

If any of the following risks occur, our business, results of operations or financial condition could be materially adversely affected. You should also read the section captioned “Cautionary Note Regarding Forward-Looking Statements” for a discussion of what types of statements are forward-looking as well as the significance of such statements in the context of this prospectus.

Risks Related to the Exchange Offer

If you choose not to exchange your old notes in the exchange offer, the transfer restrictions currently applicable to your old notes will remain in force and the market price of your old notes could decline.

If you do not exchange your old notes for new notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the old notes as set forth in the offering memorandum distributed in connection with the private offering of the old notes. In general, the old notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement entered into in connection with the private offering of the old notes, we do not intend to register resales of the old notes under the Securities Act. The tender of old notes under the exchange offer will reduce the principal amount of the old notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the old notes due to reduction in liquidity.

5

You must follow the exchange offer procedures carefully in order to receive the new notes.

If you do not follow the procedures described in this prospectus, you will not receive any new notes. If you want to tender your old notes in exchange for new notes, you will need to contact a DTC participant to complete the book-entry transfer procedures described under “The Exchange Offer,” prior to the expiration date, and you should allow sufficient time to ensure timely completion of these procedures to ensure delivery. No one is under any obligation to give you notification of defects or irregularities with respect to tenders of old notes for exchange. For additional information, see the section captioned “The Exchange Offer” in this prospectus.

There are state securities law restrictions on the resale of the new notes.

In order to comply with the securities laws of certain jurisdictions, the new notes may not be offered or resold by any holder, unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of such exemption have been satisfied. We currently do not intend to register or qualify the resale of the new notes in any such jurisdictions. However, generally an exemption is available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state securities laws also may be available.

Risks Related to the Notes

DPL is a holding company and parent of DP&L and other subsidiaries. DPL’s cash flow is dependent on the operating cash flows of DP&L and its other subsidiaries and their ability to pay cash to DPL. DPL’s subsidiaries will not guarantee the notes and will not be restricted under the indenture that will govern the notes.

DPL is a holding company and its investments in its subsidiaries are its primary assets. DPL’s subsidiaries are separate and distinct legal entities and, unless they have expressly guaranteed any of DPL’s indebtedness, have no obligation, contingent or otherwise, to pay any amounts due pursuant to such debt or to make any funds available whether by dividends, fees, loans or other payments. In addition, under certain circumstances, legal, regulatory or contractual restrictions may limit DPL’s ability to obtain cash from its subsidiaries. None of DPL’s subsidiaries are guaranteeing, or are otherwise obligated with respect to, the notes offered hereby.

A significant portion of DPL’s business is conducted by its subsidiary, DP&L. As such, DPL’s cash flow is dependent on the operating cash flows of DP&L and its ability to pay cash to DPL. DP&L’s governing documents contain certain limitations on the ability to declare and pay dividends to DPL while preferred stock is outstanding. Certain of DP&L’s debt agreements also contain limits with respect to the ability of DP&L to loan or advance funds to DPL. In addition, DP&L is regulated by the PUCO that possesses broad oversight powers to ensure that the needs of utility customers are being met. While DPL is not currently aware of any plans to do so, the PUCO could attempt to impose restrictions on the ability of DP&L to pay cash to DPL pursuant to these broad powers. A significant limitation on DP&L’s ability to pay dividends or loan or advance funds to DPL would have a material adverse impact on DPL’s results of operations, financial condition and cash flows, and its ability to make interest and principal payments on the notes and its other indebtedness.

Any right DPL has to receive any assets of any of its subsidiaries upon any liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings (and the consequent right of the holders of DPL’s indebtedness to participate in the distribution of, or to realize proceeds from, those assets) will be effectively subordinated to the claims of any such subsidiary’s creditors (including trade creditors and holders of debt issued by such subsidiary).

The notes will be effectively subordinated to the liabilities of DPL’s subsidiaries.

DPL’s subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due on the notes offered hereby or to make any funds available therefor, whether by dividends, fees, loans or other payments. Any right DPL has to receive any assets of any of its subsidiaries upon any liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings (and the consequent right of the holders of DPL’s indebtedness to participate in the distribution of, or to realize proceeds from, those assets) will be effectively subordinated to the claims of any such subsidiary’s creditors (including trade creditors and holders of debt issued by such subsidiary). Accordingly, the notes will be effectively subordinated to all liabilities of DPL’s existing or future subsidiaries. At September 30, 2019, the indebtedness of DPL’s subsidiaries had a carrying value

6

of approximately $574.2 million. The indenture governing the notes will not limit the ability of DPL’s subsidiaries to incur additional indebtedness or other liabilities (subject to the Limitation on Liens covenant in the case of secured debt).

The notes will be effectively subordinated to DPL’s and DP&L’s secured debt.

The notes will be unsecured general obligations of DPL, and therefore will be effectively subordinated to all of the secured debt of DPL, if any, and all of the secured debt of DP&L to the extent of the value of the assets securing such debt. In the event of any distribution or payment of DPL’s assets in any foreclosure, dissolution, winding-up, liquidation or reorganization, or other bankruptcy proceeding, DPL’s secured creditors will have a superior claim to the applicable collateral. On a consolidated basis, the principal amount of DPL’s long-term debt was $1,378.2 million at September 30, 2019, consisting of DPL’s unsecured notes, secured term loan, Capital Trust II securities along with DP&L’s first mortgage bonds, tax-exempt first mortgage bonds and the Wright- Patterson Air Force Base (“WPAFB”) note. The indenture that will govern the notes limits but does not prohibit DPL from incurring secured debt, and there are significant exceptions to this covenant. See “Description of the Notes-Covenants-Limitations on Liens.”

In addition, if DPL defaults under any of its existing or future secured indebtedness, the holders of such indebtedness could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If DPL is unable to repay such indebtedness, the holders of such indebtedness could foreclose on the pledged assets to the exclusion of the holders of the notes, even if an event of default exists under the indenture governing the notes at such time. In any such event, because the notes will not be secured by any of DPL’s assets, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims in full.

DPL may not be able to repurchase the notes upon a change of control.

Upon a “Change of Control Triggering Event” (as defined under “Description of the Notes-Repurchase at the Option of Holders”), DPL will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest. The source of funds for any such purchase of the notes will be its available cash or cash generated from its subsidiaries’ operations or other sources, including borrowings, issuance of additional debt, sales of assets or sales of equity. The obligations under DPL’s other indebtedness may also be accelerated in such circumstances. DPL may not be able to satisfy its obligations to repurchase the notes upon a Change of Control Triggering Event because it may not have sufficient financial resources to purchase all of the notes that are tendered upon a Change of Control Triggering Event.

It is also possible that the events that constitute a Change of Control Triggering Event may also be events of default under the agreements governing DPL’s other debt. These events may permit such lenders to accelerate the indebtedness outstanding thereunder. If DPL is required to repurchase the notes pursuant to a Change of Control Offer and repay certain amounts outstanding under DPL’s other debt if such indebtedness is accelerated, DPL would probably require third-party financing. DPL cannot be sure that it would be able to obtain third-party financing on acceptable terms, or at all. If DPL’s other debt is not paid, the lenders thereunder may seek to enforce security interests in the collateral securing such indebtedness, thereby limiting DPL’s ability to raise cash to purchase the notes, and reducing the practical benefit of the offer to purchase provisions to the holders of the notes. Any future debt agreements may contain similar provisions.

The terms of the indenture governing the notes offered hereby provide only limited protection against significant corporate events and other actions DPL may take that could adversely impact your investment in the notes.

While the indenture governing the notes offered hereby contains terms intended to provide protection to the holders of the notes upon the occurrence of certain events involving significant corporate transactions, such terms are limited and may not be sufficient to protect your investment in the notes.

The definition of the term Change of Control does not cover a variety of transactions (such as acquisitions by DPL or recapitalizations) that could negatively affect the value of your notes. In addition, both a Change of Control and a Rating Event (as defined in “Description of the Notes”) are required for a Change of Control Triggering Event to take place. If DPL were to enter into a significant corporate transaction that would negatively affect the value of the notes but would not constitute a Change of Control Triggering Event, DPL would not be required to offer to

7

repurchase your notes prior to their maturity. Furthermore, the indenture governing the notes offered hereby will not require DPL to maintain any financial ratios or specific levels of net worth, sales, income, cash flow or liquidity.

Holders of the notes may not be able to determine when a change of control giving rise to their right to have the notes repurchased has occurred following a sale of “substantially all” of DPL’s assets.

One of the circumstances under which a change of control may occur is upon the sale or disposition of all or substantially all of DPL’s assets. There is no precise established definition of the phrase “substantially all” under applicable law, and the interpretation of that phrase will likely depend upon particular facts and circumstances. Accordingly, the ability of a holder of notes to require DPL to repurchase its notes as a result of a sale of less than all of DPL’s assets to another person may be uncertain.

DPL may incur additional indebtedness, which may affect its financial health and its ability to repay the notes.

As of September 30, 2019, the carrying value of DPL’s debt was $1,362.9 million and the carrying value of DP&L’s debt was $574.2 million. Of DP&L’s indebtedness, there was $582.6 million of first mortgage bonds, tax-exempt first mortgage bonds and a term loan outstanding as of September 30, 2019, which are each secured by the pledge of substantially all of the assets of DP&L under the terms of DP&L’s First & Refunding Mortgage. This level of indebtedness and the related security could have important consequences, including the following:

• increase its vulnerability to general adverse economic and industry conditions;

• place it at a competitive disadvantage compared to its competitors that are less leveraged;

• require it to dedicate a substantial portion of its cash flow from operations to make payments on its indebtedness, thereby reducing the availability of its cash flow to fund other corporate purposes;

• limit its flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; and

• limit, along with the financial and other restrictive covenants in its indebtedness, among other things, its ability to borrow additional funds, as needed.

A high level of indebtedness increases the risk that DPL defaults on its debt obligation, including the notes. DPL and/or its subsidiaries expect to incur additional debt in the future, subject to the terms of debt agreements and regulatory approvals. To the extent DPL becomes more leveraged, the risks described above would increase. Further, its actual cash requirements in the future may be greater than expected. Accordingly, its cash flow from operations may not be sufficient to repay at maturity all of the outstanding debt as it becomes due and, in that event, it may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms or at all to refinance its debt, including the notes, as it becomes due.

A court could deem the obligations evidenced by the notes to be a fraudulent conveyance.

The incurrence of the indebtedness under the notes, and any payment of cash dividends and other payments in respect of DPL’s equity interests, are subject to review under relevant federal and state fraudulent conveyance laws in a bankruptcy or reorganization case or lawsuit by or on behalf of DPL’s creditors. Under these laws, if a court were to find at the time the notes were issued that (1) DPL incurred such indebtedness and made such payments with the intent of hindering, delaying or defrauding current or future creditors or (2) DPL received less than reasonably equivalent value or fair consideration for incurring such indebtedness and, in the case of (2) only, one of the following is also true at the time thereof:

• was insolvent or rendered insolvent by reason of such incurrence,

• was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital, or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature (as all of the foregoing terms are defined or interpreted under the relevant fraudulent transfer or conveyance statutes),

then the court could void or otherwise decline to enforce the notes.

8

In addition, any payment by DPL pursuant to the notes made at a time DPL is found to be insolvent could be voided and required to be returned to DPL or to a fund for the benefit of DPL’s creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give the creditors more than such creditors would have received in a distribution under Title 11 of the United States Code, as amended (the “Bankruptcy Code”).

The measure of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a company would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

• if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and matured; or

• it could not pay its debts as they became due.

DPL believes that both prior to and after giving effect to this offering it will not be insolvent, will not have unreasonably small capital for its business and will not have incurred debts beyond its ability to pay such debts as they mature. DPL cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with DPL’s conclusions in this regard or, regardless of the standard that a court uses, that the issuance of the notes would not be voided or otherwise enforced. If a court voided DPL’s obligations under the notes, holders of the notes would cease to be DPL’s creditors and likely have no source from which to recover amounts due under the notes. In addition, a court could void any payment by DPL pursuant to the notes and require any payment to be returned, or to be paid to a fund for the benefit of DPL’s creditors.

Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the notes to the claims of other creditors under the principle of equitable subordination, if the court determines that: (i) the holder of the notes engaged in some type of inequitable conduct to the detriment of other creditors; (ii) such inequitable conduct resulted in injury to other creditors or conferred an unfair advantage upon the holder of the notes; and (iii) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

If we file a bankruptcy petition, or if a bankruptcy petition is filed against us, you may receive a lesser amount for your claim under the notes than you would have been entitled to receive under the indenture governing the notes.

If we file a bankruptcy petition under the Bankruptcy Code after the issuance of the notes, or if such a bankruptcy petition is filed against us, your claim against us for the principal amount of your notes may be limited to an amount equal to:

• the original issue price for the notes; and

• the portion of original issue discount that does not constitute “unmatured interest” for purposes of the Bankruptcy Code.

Any original issue discount that was not amortized as of the date of any bankruptcy filing would constitute unmatured interest. Accordingly, under these circumstances, you may receive a lesser amount than you would have been entitled to receive under the terms of the indenture governing the notes, even if sufficient funds are available.

AES beneficially owns all of the issued and outstanding equity of DPL and may take actions that conflict with your interests.

AES beneficially owns all of the issued and outstanding equity interests of DPL. As a result of this equity ownership, AES has the power to direct votes and the election of DPL’s board of directors, as well as transactions involving a potential change of control of DPL. The interests of AES could conflict with your interests as a holder of the notes. For example, if DPL encounters financial difficulties or is unable to pay its debts as they mature, the interests of AES as the beneficial owner of all of DPL’s equity might conflict with your interests as a holder of the notes. AES may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that would enhance the value of their equity position in DPL. Corporate opportunities may arise in the area of potential competitive business activities that may be attractive to DPL as well as to AES or its affiliates, including through

9

potential acquisitions by AES or its affiliates of competing businesses. Any competition could intensify if an affiliate or subsidiary of AES were to enter into or acquire a business similar to DPL’s business. Further, AES has no obligation to provide DPL, directly or indirectly, with any equity or debt financing.

Credit rating downgrades could adversely affect the trading price of the notes.

The trading price for the notes may be affected by DPL’s credit rating and the credit rating of AES. Credit ratings are continually revised. Any downgrade in DPL’s credit rating or the credit rating of AES could adversely affect the trading price of the notes or the trading markets for the notes to the extent trading markets for the notes develop. Credit ratings are not recommendations to purchase, hold or sell the notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the notes.

Any future lowering of DPL’s ratings or the rating of AES likely would make it more difficult or more expensive for DPL to obtain additional debt financing. If any credit rating initially assigned to the notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your notes without a substantial discount.

Risks Related to the Business

We may not always be able to recover our costs to deliver electricity to our retail customers. The costs we can recover and the return on capital we are permitted to earn for certain aspects of our business are regulated and governed by the laws of Ohio and the rules, policies and procedures of the PUCO.

In Ohio, retail generation rates are not subject to cost-based regulation, while the transmission and distribution businesses are still regulated. Even though rate regulation is premised on full recovery of prudently incurred costs and a reasonable rate of return on invested capital, there can be no assurance that the PUCO will agree that all of our costs have been prudently incurred or are recoverable. On May 1, 2008, SB 221, an Ohio electric energy bill, was adopted that requires all Ohio distribution utilities to file either an Electric Security Plan (“ESP”) or Market Rate Option, and established a significantly excessive earnings test for Ohio public utilities that measures a utility’s earnings to determine whether there have been significantly excessive earnings during a given calendar year. There can be no assurance that the regulatory process in which rates are determined will always result in rates that will produce a full or timely recovery of our costs or permitted rates of return. Accordingly, the revenue DP&L receives may or may not match our expenses at any given time.

Changes in or reinterpretations of, or the unexpected application of, the laws, rules, policies and procedures that set or govern electric rates, permitted rates of return, rate structures, operation of a competitive bid structure to supply retail generation service to SSO customers, reliability initiatives, capital expenditures and investments and the recovery of these and other costs on a full or timely basis through rates, power market prices, and the frequency and timing of rate increases could have a material adverse effect on our results of operations, financial condition and cash flows.

Our increased costs due to renewable energy and energy efficiency requirements may not be fully recoverable in the future.

Ohio law contains annual targets for energy efficiency which began in 2009 and require increasing energy reductions each year compared to a baseline energy usage, up to 22.3% by 2027. Peak demand reduction targets began in 2009 with increases in required percentages each year, up to 7.75% by 2020. The renewable energy standards have increased our costs and are expected to continue to increase (and could materially increase) these costs. DP&L is entitled to recover costs associated with its renewable energy compliance costs, as well as its energy efficiency and demand response programs. If in the future we are unable to timely or fully recover these costs, it could have a material adverse effect on our results of operations, financial condition and cash flows. In addition, if we were found not to be in compliance with these standards, monetary penalties could apply. These penalties are not permitted to be recovered from customers and significant penalties could have a material adverse effect on our results of operations, financial condition and cash flows. The demand reduction and energy efficiency standards by design result in reduced energy and demand that could have a material adverse effect on our results of operations, financial condition and cash flows.

We may be negatively affected by a lack of growth or a decline in the number of customers.

Customer growth is affected by a number of factors outside our control, such as population changes, job and income growth, housing starts, new business formation and the overall level of economic activity. A lack of growth,

10

or a decline, in the number of customers in our service territory could have a material adverse effect on our results of operations, financial condition and cash flows and may cause us to fail to fully realize anticipated benefits from investments and expenditures.

We are subject to numerous environmental laws, rules and regulations that require capital expenditures, increase our cost of operations, and may expose us to environmental liabilities.

We are subject to various federal, state, regional and local environmental protection and health and safety laws and regulations governing, among other things, the remediation of retired generation and other facilities, storage, handling, use, disposal and transportation of coal combustion residuals (“CCR”) and other materials, some of which may be defined as hazardous materials, the emission and discharge of hazardous and other materials into the environment; and the health and safety of our employees. Such laws, rules and regulations tend to become stricter over time, and we could also become subject to additional environmental laws, rules and regulations and other requirements in the future. Environmental laws, rules and regulations also require us to comply with inspections and obtain and comply with a wide variety of environmental licenses, permits, inspections and other governmental authorizations. These laws, rules and regulations often require a lengthy and complex process of obtaining and renewing licenses, permits and other governmental authorizations from federal, state and local agencies. If we are not able to timely comply with inspections and obtain, maintain or comply with all environmental laws, rules and regulations, and all licenses, permits and other government authorizations required to operate our business, then our operations could be prevented, delayed or subject to additional costs. A violation of environmental laws, rules, regulations, licenses, permits or other requirements can result in substantial fines, penalties, other sanctions, permit revocation, facility shutdowns, the imposition of stricter environmental standards and controls or other injunctive measures affecting operating assets. In addition, any actual or alleged violation of these laws, rules or regulations, or other requirements may require us to expend significant resources to defend against any such actual or alleged violations. DPL owns an undivided interest in one generating station operated by its co-owner. As a non-controlling owner in this generating station, DPL is responsible for its pro rata share of expenditures for complying with environmental laws, rules, regulations, licenses, permits and other requirements, but has limited control over the compliance measures taken by its co-owner. Under certain environmental laws, we could also be held strictly, jointly and severally responsible for costs relating to contamination at our past or present facilities and at third-party waste disposal sites. We could also be held liable for human exposure to hazardous substances or for other environmental damage.

In particular, we are subject to potentially significant remediation expenses, enforcement initiatives, private-party lawsuits and reputational risk associated with CCR. CCR, which consists of bottom ash, fly ash and air pollution control wastes generated at our current and former coal-fired generation plant sites, is currently handled and/or has been handled in the past in the following ways: placement in onsite CCR ponds; disposal and beneficial use in onsite and offsite permitted, engineered landfills; use in various beneficial use applications, including encapsulated uses and structural fill; and use in permitted offsite mine reclamation. CCR currently remains onsite at several of our facilities, including in CCR ponds. The final CCR rule of the U.S. Environmental Protection Agency (“USEPA”), which became effective in October 2015 and is currently subject to litigation and undergoing revisions by the USEPA, regulates CCR as nonhazardous solid waste and establishes national minimum criteria for existing and new CCR landfills, impoundments and ponds, including location restrictions, design and operating criteria, groundwater monitoring, corrective action and closure requirements and post-closure care. On December 16, 2016, President Obama signed the Water Infrastructure Improvements for the Nation (“WIIN”) Act into law, which includes provisions to implement the CCR rule through a state permitting program, or if the state chooses not to participate, a possible federal permit program. The primary enforcement mechanisms for the CCR rule could be actions commenced by the USEPA, states and private lawsuits. Compliance with the CCR rule, amendments to the federal CCR rule, or other federal, state, or foreign rules or programs addressing CCR may require us to incur substantial costs. In addition, CCR, particularly with respect to its beneficial use and regulation as nonhazardous solid waste, has been the subject of interest from environmental non-governmental organizations and the media. Any of the foregoing could have a material adverse effect on our results of operations, financial condition and cash flows.

From time to time we are subject to enforcement and litigation actions for claims of noncompliance with environmental laws, rules and regulations or other environmental requirements. We cannot assure that we will be successful in defending against any claim of noncompliance. Any actual or alleged violation of these laws, rules and regulations and other requirements may require us to expend significant resources to defend against any such actual or alleged violations and expose us to unexpected costs. Our costs and liabilities relating to environmental matters could have a material adverse effect on our results of operations, financial condition and cash flows.

11

DPL is reliant upon the performance of a co-owner who operates DPL’s remaining co-owned operational electric generating unit (“EGU”).

DPL co-owns an EGU operated by one of its co-owners. Poor operational performance by DPL’s co-owner, misalignment of co-owners’ interests with DPL’s own or lack of control over costs (such as fuel costs) incurred at this station could have an adverse effect on DPL. In addition, any sale of this co-owned EGU by the co-owner to a third party could enhance the risk of a misalignment of interests, lack of cost control and other operational failures.

The use of non-derivative and derivative instruments in the normal course of business could result in losses that could negatively impact our results of operations, financial position and cash flows.

From time to time, we use non-derivative and derivative instruments, such as swaps, options, futures and forwards, to manage financial risks. These trades are affected by a range of factors, including fluctuations in interest rates and optimization opportunities. We have attempted to manage our risk exposure by establishing and enforcing risk limits and risk management policies. Despite our efforts, however, these risk limits and risk management policies may not work as planned and fluctuating prices and other events could adversely affect our results of operations, financial condition and cash flows. In the absence of actively quoted market prices and pricing information from external sources, the valuation of these instruments can involve management’s judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of some of these contracts. We could also recognize financial losses as a result of volatility in the market values of these contracts, a counterparty failing to perform or the underlying transactions which the instruments are intended to hedge failing to materialize, which could result in a material adverse effect on our results of operations, financial condition and cash flows.

The Dodd-Frank Act contains significant requirements related to derivatives that, among other things, could reduce the cost effectiveness of entering into derivative transactions.

In July 2010, The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act contains significant requirements relating to derivatives, including, among others, a requirement that certain transactions be cleared on exchanges that would necessitate the posting of cash collateral for these transactions. We are considered an end-user under the Dodd-Frank Act and therefore are exempt from most of the collateral and margining requirements. We are required to report our bilateral derivative contracts, unless our counterparty is a major swap participant or has elected to report on our behalf. Even though we qualify for an exception from these requirements, our counterparties that do not qualify for the exception may pass along any increased costs incurred by them through higher prices and reductions in unsecured credit limits or be unable to enter into certain transactions with us. The occurrence of any of these events could have a material adverse effect on our results of operations, financial condition and cash flows.

Our business is sensitive to weather and seasonal variations.

Weather conditions significantly affect the demand for electric power, and accordingly, our business is affected by variations in general weather conditions and unusually severe weather. As a result of these factors, our operating revenues and associated operating expenses are not generated evenly by month during the year. We forecast electric sales on the basis of normal weather, which represents a long-term historical average. In addition, severe or unusual weather, such as hurricanes and ice or snow storms, may cause outages and property damage that may require us to incur additional costs that may not be insured or recoverable from customers. While DP&L is permitted to seek recovery of storm damage costs, if DP&L is unable to fully recover such costs in a timely manner, it could have a material adverse effect on our results of operations, financial condition and cash flows.

Our membership in a regional transmission organization presents risks that could have a material adverse effect on our results of operations, financial condition and cash flows.

On October 1, 2004, in compliance with Ohio law, DP&L turned over control of its transmission functions and fully integrated into PJM, an RTO.

The rules governing the various regional power markets may also change from time to time which could affect our costs and revenues and have a material adverse effect on our results of operations, financial condition and cash flows. We may be required to expand our transmission system according to decisions made by PJM rather than our internal planning process. Various proposals and proceedings before the Federal Energy Regulatory Commission (the “FERC”) may cause transmission rates to change from time to time. In addition, PJM has

12

developed and continues to refine rules associated with the allocation and methodology of assigning costs associated with improved transmission reliability, reduced transmission congestion and firm transmission rights that may have a financial effect on us. We also incur fees and costs to participate in PJM.

SB 221 includes a provision that allows electric utilities to seek and obtain recovery of RTO-related charges. Therefore, non-market-based costs are being recovered from all retail customers through the transmission rider. If in the future, however, we are unable to recover all of these costs in a timely manner this could have a material adverse effect on our results of operations, financial condition and cash flows.

As members of PJM, DP&L and AES Ohio Generation are also subject to certain additional risks including those associated with the allocation of losses caused by unreimbursed defaults of other participants in PJM markets among PJM members and those associated with complaint cases filed against PJM that may seek refunds of revenues previously earned by PJM members including DP&L and AES Ohio Generation. These amounts could be significant and have a material adverse effect on our results of operations, financial condition and cash flows.

Costs associated with new transmission projects could have a material adverse effect on our results of operations, financial condition and cash flows.

Annually, PJM performs a review of the capital additions required to provide reliable electric transmission services throughout its territory. PJM traditionally allocated the costs of constructing these facilities to those entities that benefited directly from the additions. Over the last several years, however, some of the costs of constructing new large transmission facilities have been “socialized” across PJM without a direct relationship between the costs assigned to and benefits received by particular PJM members. To date, the additional costs charged to DP&L for new large transmission approved projects have not been material. Over time, as more new transmission projects are constructed and if the allocation method is not changed, the annual costs could become material. DP&L is recovering the Ohio retail jurisdictional share of these allocated costs from its retail customers through the Transmission Cost Recovery Rider. To the extent that any costs in the future are material and we are unable to recover them from our customers, such costs could have a material adverse effect on our results of operations, financial condition and cash flows.

If we were found not to be in compliance with the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties.

As an owner of a bulk power transmission system, DP&L is subject to mandatory reliability standards promulgated by the North American Electric Reliability Corporation (the “NERC’) and enforced by the FERC. The standards are based on the functions that need to be performed to ensure the bulk power system operates reliably and is guided by reliability and market interface principles. In addition, DP&L is subject to Ohio reliability standards and targets. Compliance with reliability standards may subject us to higher operating costs or increased capital expenditures. Although we expect to recover costs and expenditures from customers through regulated rates, there can be no assurance that the PUCO will approve full recovery in a timely manner. If we were found not to be in compliance with the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties, which could have a material adverse effect on our results of operations, financial condition and cash flows.

We rely on access to the financial markets. General economic conditions and disruptions in the financial markets could adversely affect our ability to raise capital on favorable terms, or at all, and cause increases in our interest expense.

From time to time we rely on access to the capital and credit markets as a source of liquidity for capital requirements not satisfied by operating cash flows. These capital and credit markets experience volatility and disruption from time to time and the ability of corporations to raise capital can be negatively affected. Disruptions in the capital and credit markets make it harder and more expensive to raise capital. It is possible that our ability to raise capital on favorable terms, or at all, could be adversely affected by future market conditions, and we may be unable to access adequate funding to refinance our debt as it becomes due or finance capital expenditures. The extent of any impact will depend on several factors, including our operating cash flows, financial condition and prospects, the overall supply and demand in the credit markets, our credit ratings, credit capacity, the cost of financing, the financial condition, performance and prospects of other companies in our industry or with similar financial circumstances and other general economic and business conditions. It may also depend on the performance of credit counterparties and financial institutions with which we do business. Access to funds under our existing financing arrangements is also dependent on the ability of our counterparties to meet their financing

13

commitments. Our inability to obtain financing on reasonable terms, or at all, with creditworthy counterparties could adversely affect our results of operations, financial condition and cash flows. If our available funding is limited or we are forced to fund our operations at a higher cost, these conditions may require us to curtail our business activities and increase our cost of funding, both of which could reduce our profitability. See Note 7 of the notes to our consolidated financial statements.

Our transmission and distribution system is subject to operational, reliability and capacity risks.

The ongoing reliable performance of our transmission and distribution system is subject to risks due to, among other things, weather damage, intentional or unintentional damage, equipment or process failure, catastrophic events, such as fires and/or explosions, facility outages, labor disputes, accidents or injuries, operator error or inoperability of key infrastructure internal or external to us and events occurring on third party systems that interconnect to and affect our system. The failure of our transmission and distribution system to fully operate and deliver the energy demanded by customers could have a material adverse effect on our results of operations, financial condition and cash flows, and if such failures occur frequently and/or for extended periods of time, could result in adverse regulatory action. In addition, the advent and quick adoption of new products and services that require increased levels of electrical energy cannot be predicted and could result in insufficient transmission and distribution system capacity. Also, as a result of the above risks and other potential risks and hazards associated with transmission and distribution operations, we may from time to time become exposed to significant liabilities for which we may not have adequate insurance coverage. We maintain an amount of insurance protection that we believe is adequate, but there can be no assurance that our insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which we may be subject. Further, any increased costs or adverse changes in the insurance markets may cause delays or inability in maintaining insurance coverage on terms similar to those presently available to us or at all. A successful claim for which we are not fully insured could have a material adverse effect on our results of operations, financial condition and cash flows.

Current and future conditions in the economy may adversely affect our customers, suppliers and other counterparties, which may adversely affect our results of operations, financial condition and cash flows.

Our business, results of operations, financial condition and cash flows have been and will continue to be affected by general economic conditions. Slowing economic growth, credit market conditions, fluctuating consumer and business confidence, fluctuating commodity prices, and other challenges currently affecting the general economy, have caused and may continue to cause some of our customers to experience deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. As a result, existing customers may reduce their electricity consumption and may not be able to fulfill their payment obligations to us in a normal, timely fashion. In addition, some existing commercial and industrial customers may discontinue their operations. Sustained downturns, recessions or a sluggish economy generally affect the markets in which we operate and negatively influence our energy operations. A contracting, slow or sluggish economy could reduce the demand for energy in areas in which we are doing business. For example, during economic downturns, our commercial and industrial customers may see a decrease in demand for their products, which in turn may lead to a decrease in the amount of energy they require. Furthermore, projects which may result in potential new customers may be delayed until economic conditions improve. Some of our suppliers, customers, other counterparties and others with whom we transact business may also experience financial difficulties, which may impact their ability to fulfill their obligations to us or result in their declaring bankruptcy or similar insolvency-type proceedings. For example, our counterparties on forward purchase contracts and financial institutions involved in our credit facility may become unable to fulfill their contractual obligations. We may not be able to enter into replacement agreements on terms as favorable as our existing agreements. Reduced demand for our electric services, failure by our customers to timely remit full payment owed to us and supply delays or unavailability could have a material adverse effect on our results of operations, financial condition and cash flows. In particular, the projected economic growth and total employment in DP&L’s service territory are important to the realization of our forecasts for annual energy sales.

The level of our indebtedness, and the security provided for this indebtedness, could adversely affect our financial flexibility, and a material change in market interest rates could adversely affect our results of operations, financial condition and cash flows.

As of September 30, 2019, the carrying value of DPL’s debt was $1,362.9 million and the carrying value of DP&L’s debt was $574.2 million. Of DP&L’s indebtedness, there was $582.6 million of first mortgage bonds, tax-exempt first mortgage bonds and a term loan outstanding as of September 30, 2019, which are each secured by the pledge of substantially all of the assets of DP&L under the terms of DP&L’s First & Refunding Mortgage. This level of indebtedness and related security could have important consequences, including:

14

• increasing our vulnerability to general adverse economic and industry conditions;

• requiring us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund other corporate purposes;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

• limiting, along with the financial and other restrictive covenants in our indebtedness, our ability to borrow additional funds, as needed.

If DP&L issues additional debt in the future, we may be subject to the terms of such debt agreements and be required to obtain regulatory approvals. To the extent we increase our leverage, the risks described above would also increase. Further, actual cash requirements in the future may be greater than expected. Accordingly, our cash flows from operations may not be sufficient to repay all of the outstanding debt as it becomes due and, in that event, we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance our debt as it becomes due. For a further discussion of our outstanding debt obligations, see Note 7 of the notes to our consolidated financial statements.

DP&L has variable rate debt that bears interest based on a prevailing rate that is reset based on a market index that can be affected by market demand, supply, market interest rates and other market conditions. We also maintain both cash on deposit and investments in cash equivalents from time to time that could be impacted by interest rate fluctuations. As such, any event which impacts market interest rates could have a material effect on our results of operations, financial condition and cash flows. In addition, rating agencies issue ratings on our credit and our debt that affect our borrowing costs under our financial arrangements and affect our potential pool of investors and funding sources. Credit ratings also govern the collateral provisions of certain of our contracts. If the rating agencies were to downgrade our credit ratings further, our borrowing costs would likely further increase, our potential pool of investors and funding resources could be reduced, and we could be required to post additional collateral under select contracts. These events would likely reduce our liquidity and profitability and could have a material adverse effect on our results of operations, financial condition and cash flows.

Economic conditions relating to the asset performance and interest rates of our pension and postemployment benefit plans could materially and adversely impact our results of operations, financial condition and cash flows.

Pension costs are based upon a number of actuarial assumptions, including an expected long-term rate of return on pension plan assets, level of employer contributions, the expected life span of pension plan beneficiaries and the discount rate used to determine the present value of future pension obligations. Any of these assumptions could prove to be wrong, resulting in a shortfall of our pension and postemployment benefit plan assets compared to obligations under our pension and postemployment benefit plans. Further, the performance of the capital markets affects the values of the assets that are held in trust to satisfy future obligations under our pension and postemployment benefit plans. These assets are subject to market fluctuations and will yield uncertain returns, which may fall below our projected return rates. A decline in the market value of the pension and postemployment benefit plan assets will increase the funding requirements under our pension and postemployment benefit plans if the actual asset returns do not recover these declines in value in the foreseeable future. Future pension funding requirements, and the timing of funding payments, may also be subject to changes in legislation. We are responsible for funding any shortfall of our pension and postemployment benefit plans’ assets compared to obligations under the pension and postemployment benefit plans, and a significant increase in our pension liabilities could materially and adversely impact our results of operations, financial condition, and cash flows. We are subject to the Pension Protection Act of 2006, which requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. As a result, our required contributions to these plans, at times, have increased and may increase in the future. In addition, our pension and postemployment benefit plan liabilities are sensitive to changes in interest rates. When interest rates decrease, the discounted liabilities increase benefit expense and funding requirements. Further, changes in demographics, including increased numbers of retirements or changes in life expectancy assumptions, may also increase the funding requirements for the obligations related to the pension and other postemployment benefit plans. Declines in market values and increased funding requirements could have a material adverse effect on our results of operations, financial condition and cash flows.

15

Counterparties providing materials or services may fail to perform their obligations, which could harm our results of operations, financial condition and cash flows.

We enter into transactions with and rely on many counterparties in connection with our business, including for purchased power, for our capital improvements and additions and to provide professional services, such as actuarial calculations, payroll processing and various consulting services. If any of these counterparties fails to perform its obligations to us or becomes unavailable, our business plans may be materially disrupted, we may be forced to discontinue certain operations if a cost-effective alternative is not readily available or we may be forced to enter into alternative arrangements at then-current market prices that may exceed our contractual prices and cause delays. Although our agreements are designed to mitigate the consequences of a potential default by the counterparty, our actual exposure may be greater than relief provided by these mitigation provisions. Any of the foregoing could result in regulatory actions, cost overruns, delays or other losses, any of which (or a combination of which) could have a material adverse effect on our results of operations, financial condition and cash flows.

Further, from time to time our construction program may call for extensive expenditures for capital improvements and additions, including the installation of upgrades, improvements to transmission and distribution facilities, as well as other initiatives. As a result, we may engage contractors and enter into agreements to acquire necessary materials and/or obtain required construction related services. In addition, some contracts may provide for us to assume the risk of price escalation and availability of certain metals and key components. This could force us to enter into alternative arrangements at then-current market prices that may exceed our contractual prices and cause construction delays. It could also subject us to enforcement action by regulatory authorities to the extent that such a contractor failure resulted in a failure by DP&L to comply with requirements or expectations, particularly with regard to the cost of the project. If these events were to occur, we might incur losses or delays in completing construction.

Accidental improprieties and undetected errors in our internal controls and information reporting could result in the disallowance of cost recovery, noncompliant disclosure or incorrect payment processing.

Our internal controls, accounting policies and practices and internal information systems are designed to enable us to capture and process transactions and information in a timely and accurate manner in compliance with GAAP in the United States of America, laws and regulations, taxation requirements and federal securities laws and regulations in order to, among other things, disclose and report financial and other information in connection with the recovery of our costs and with our reporting requirements under federal securities, tax and other laws and regulations and to properly process payments. We have also implemented corporate governance, internal control and accounting policies and procedures in connection with the Sarbanes-Oxley Act of 2002. Our internal controls and policies have been and continue to be closely monitored by management and our board of directors. While we believe these controls, policies, practices and systems are adequate to verify data integrity, unanticipated and unauthorized actions of employees, temporary lapses in internal controls due to shortfalls in oversight or resource constraints could lead to improprieties and undetected errors that could result in the disallowance of cost recovery, noncompliant disclosure and reporting or incorrect payment processing. The consequences of these events could have a material adverse effect on our results of operations, financial condition and cash flows.

New accounting standards or changes to existing accounting standards could materially affect how we report our results of operations, financial condition and cash flows.

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The SEC, Financial Accounting Standards Board or other authoritative bodies or governmental entities may issue new pronouncements or new interpretations of existing accounting standards that may require us to change our accounting policies. These changes are beyond our control, can be difficult to predict and could materially affect how we report our results of operations, financial condition and cash flows. We could be required to apply a new or revised standard retroactively, which could adversely affect our financial condition. In addition, in preparing our consolidated financial statements, management is required to make estimates and assumptions. Actual results could differ significantly from those estimates.

We are subject to extensive laws and local, state and federal regulation, as well as litigation and other proceedings that could affect our operations and costs.

As an electric utility, DP&L is subject to extensive regulation at both the federal and state level. For example, at the federal level, DP&L is regulated by the FERC and the NERC and, at the state level, by the PUCO. The regulatory power of the PUCO over us is both comprehensive and typical of the traditional form of regulation

16

generally imposed by state public utility commissions. We face the risk of unexpected or adverse regulatory action. Regulatory discretion is reasonably broad in Ohio. DP&L is subject to regulation by the PUCO as to our services and facilities, the valuation of property, the construction, purchase, or lease of electric facilities, the classification of accounts, rates of depreciation, the increase or decrease in retail rates and charges, the issuance of securities and incurrence of debt, the acquisition and sale of some public utility properties or securities and certain other matters. As a result of the Energy Policy Act of 2005 and subsequent legislation affecting the electric utility industry, we have been required to comply with rules and regulations in areas including mandatory reliability standards, cybersecurity, transmission expansion and energy efficiency. Complying with the regulatory environment to which we are subject requires us to expend a significant amount of funds and resources. The failure to comply with this regulatory environment could subject us to substantial financial costs and penalties and changes, either forced or voluntary, in the way we operate our business that could have a material adverse effect on our results of operations, financial condition and cash flows.

We may be subject to material litigation, regulatory proceedings, administrative proceedings, audits, settlements, investigations and claims from time to time which may require us to expend significant funds to address. There can be no assurance that the outcome of these matters will not have a material adverse effect on our business, results of operations, financial condition and cash flows. Asbestos and other regulated substances are, and may continue to be, present at our facilities, and we have been named as a defendant in asbestos litigation. The continued presence of asbestos and other regulated substances at these facilities could result in additional litigation being brought against us, which could have a material adverse effect on our results of operations, financial condition and cash flows.

Tax legislation initiatives or challenges to our tax positions could adversely affect our operations and financial condition.

We are subject to the tax laws and regulations of the U.S. federal, state and local governments. From time to time, legislative measures may be enacted that could adversely affect our overall tax positions regarding income or other taxes. There can be no assurance that our effective tax rate or tax payments will not be adversely affected by these legislative measures.

For example, the United States federal government recently enacted tax reform that, among other things, reduces U.S. federal corporate income tax rates, imposes limits on tax deductions for interest expense and changes the rules related to capital expenditure cost recovery. There are a number of uncertainties and ambiguities as to the interpretation and application of many of the provisions of the newly enacted tax reform measure. Given the unpredictability of these possible changes and their potential interdependency, it remains difficult to assess the overall effect such tax changes will have on our earnings and cash flow, and the extent to which such changes could adversely impact our results of operations. As the impacts of the new law are determined, and as yet-to-be-released regulations and other guidance interpreting the new law are issued and finalized, our financial results could be materially impacted.

In addition, U.S. federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. There can be no assurance that our tax positions will be sustained if challenged by relevant tax authorities and if not sustained, there could be a material adverse effect on our results of operations, financial condition and cash flows.

If we are unable to maintain a qualified and properly motivated workforce, it could have a material adverse effect on our results of operations, financial condition and cash flows.

One of the challenges we face is to retain a skilled, efficient and cost-effective workforce while recruiting new talent to replace losses in knowledge and skills due to resignations, terminations or retirements. This undertaking could require us to make additional financial commitments and incur increased costs. If we are unable to successfully attract and retain an appropriately qualified workforce, it could have a material adverse effect on our results of operations, financial condition and cash flows. In addition, we have employee compensation plans that reward the performance of our employees. We seek to ensure that our compensation plans encourage acceptable levels for risk and high performance through pay mix, performance metrics and timing. We may not be able to successfully train new personnel as current workers with significant knowledge and expertise retire. We also may be unable to staff our business with qualified personnel in the event of significant absenteeism related to a pandemic illness. Excessive risk-taking by our employees to achieve performance targets, though mitigated by policies and procedures, could result in events that have a material adverse effect on our results of operations, financial condition and cash flows.

17

We are subject to collective bargaining agreements that could adversely affect our business, results of operations, financial condition and cash flows.

We are subject to collective bargaining agreements with employees who are members of a union. Over half of our employees are represented by a collective bargaining agreement that expires on October 31, 2020. While we believe that we maintain a satisfactory relationship with our employees, it is possible that labor disruptions affecting some or all of our operations could occur during the period of the collective bargaining agreement or at the expiration of the collective bargaining agreement before a new agreement is negotiated. Work stoppages by, or poor relations or ineffective negotiations with, our employees or other workforce issues could have a material adverse effect on our results of operations, financial condition and cash flows.

Potential security breaches (including cybersecurity breaches) and terrorism risks could adversely affect our businesses.

We operate in a highly regulated industry that requires the continued operation of sophisticated systems and network infrastructure at our generation stations, fuel storage facilities and transmission and distribution facilities. We also use various financial, accounting and other systems in our businesses. These systems and facilities are vulnerable to unauthorized access due to hacking, viruses, other cybersecurity attacks and other causes. In particular, given the importance of energy and the electric grid, there is the possibility that our systems and facilities could be targets of terrorism or acts of war. We have implemented measures to help prevent unauthorized access to our systems and facilities, including network and system monitoring, identification and deployment of secure technologies, and certain other measures to comply with mandatory regulatory reliability standards. Pursuant to NERC requirements, we have a robust cybersecurity plan in place and are subject to regular audits by an independent auditor approved by the NERC. We routinely test our systems and facilities against these regulatory requirements in order to measure compliance, assess potential security risks, and identify areas for improvement. In addition, we provide cybersecurity training for our employees and perform exercises designed to raise employee awareness of cyber risks on a regular basis. To date, cyber-attacks on our business and operations have not had a material impact on our operations or financial results. Despite these efforts, if our systems or facilities were to be breached or disabled, we may be unable to recover them in a timely manner to fulfill critical business functions, including the supply of electric services to our customers, and we could experience decreases in revenues and increases in costs that could have a material adverse effect on our results of operations, financial condition and cash flows.

In the course of our business, we also store and use customer, employee, and other personal information and other confidential and sensitive information, including personally identifiable information and personal financial information. If our or our third-party vendors’ systems were to be breached or disabled, sensitive and confidential information and other data could be compromised, which could result in negative publicity, remediation costs and potential litigation, damages, consent orders, injunctions, fines and other relief.

To help mitigate these risks, we maintain insurance coverage against some, but not all, potential losses, including coverage for illegal acts against us. However, insurance may not be adequate to protect us against all costs and liabilities associated with these risks.

DPL is a holding company and parent of DP&L and other subsidiaries. DPL’s cash flow is dependent on the operating cash flows of DP&L and DPL’s other subsidiaries and their ability to pay cash to DPL.

DPL is a holding company with no material assets other than the ownership of its subsidiaries, and accordingly all cash is generated by the operating activities of its subsidiaries, principally DP&L. As such, DPL’s cash flow is largely dependent on the operating cash flows of DP&L and its ability to pay cash to DPL. See Note 7 of the Notes to DPL’s consolidated financial statements. In addition, DP&L is regulated by the PUCO, which possesses broad oversight powers to ensure that the needs of utility customers are being met. The PUCO could impose additional restrictions on the ability of DP&L to distribute, loan or advance cash to DPL pursuant to these broad powers. See Note 3 of the Notes to DPL’s consolidated financial statements for more information on the regulatory environment. While DPL does not expect any of the foregoing to significantly affect DP&L’s ability to pay funds to DPL in the near future, a significant limitation on DP&L’s ability to pay dividends or loan or advance funds to DPL could have a material adverse effect on DPL’s results of operations, financial condition and cash flows. In addition, as a result of any non-compliance with PUCO requirements, the PUCO could impose additional restrictions on DP&L operations that could have a material adverse effect on DPL’s results of operations, financial condition and cash flows.

18

Our ownership by AES subjects us to potential risks that are beyond our control.

All of DP&L’s common stock is owned by us, and we are an indirectly wholly owned subsidiary of AES. Due to our relationship with AES, any adverse developments and announcements concerning AES may impair our ability to access the capital markets and to otherwise conduct business. In particular, downgrades in AES’s credit ratings could result in our or DP&L’s credit ratings being downgraded.

Impairment of long-lived assets would negatively affect our consolidated results of operations and net worth.

Long-lived assets are amortized or depreciated over their estimated useful lives. Long-lived assets are evaluated for impairment only when impairment indicators are present. The recoverability assessment of long-lived assets requires making estimates and assumptions to determine fair value, as described above.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes certain “forward-looking statements” that involve many risks and uncertainties. Forward-looking statements express an expectation or belief and contain a projection, plan or assumption with regard to, among other things, our future revenues, income, expenses or capital structure. Such statements of future events or performance are not guarantees of future performance and involve estimates, assumptions and uncertainties. The words “could,” “may,” “predict,” “anticipate,” “would,” “believe,” “estimate,” “expect,” “forecast,” “project,” “objective,” “intend,” “continue,” “should,” “plan,” and similar expressions, or the negatives thereof, are intended to identify forward-looking statements unless the context requires otherwise. These forward-looking statements are based on management’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter the forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

Important factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following:

• growth in our service territory and changes in demand and demographic patterns;

• weather-related damage to our electrical system;

• performance of our suppliers;

• transmission and distribution system reliability and capacity;

• regulatory actions and outcomes, including, but not limited to, the review and approval of our rates and charges by the PUCO;

• federal and state legislation and regulations;

• changes in our credit ratings or the credit ratings of AES;

• fluctuations in the value of pension plan assets, fluctuations in pension plan expenses and our ability to fund defined benefit pension plans;

• changes in financial or regulatory accounting policies;

• environmental matters, including costs of compliance with, and liabilities related to, current and future environmental laws and requirements;

• interest rates and the use of interest rate hedges, inflation rates and other costs of capital;

• the availability of capital;

• the ability of subsidiaries to pay dividends or distributions to DPL;

• level of creditworthiness of counterparties to contracts and transactions;

• labor strikes or other workforce factors, including the ability to attract and retain key personnel;

19

• facility or equipment maintenance, repairs and capital expenditures;

• significant delays or unanticipated cost increases associated with construction projects;

• the availability and cost of funds to finance working capital and capital needs, particularly during periods when the time lag between incurring costs and recovery is long and the costs are material;

• local economic conditions;

• costs and effects of legal and administrative proceedings, audits, settlements, investigations and claims and the ultimate disposition of litigation;

• industry restructuring, deregulation and competition;

• issues related to our participation in PJM, including the cost associated with membership, allocation of costs, costs associated with transmission expansion, the recovery of costs incurred and the risk of default of other PJM participants;

• changes in tax laws and the effects of our tax strategies;

• product development, technology changes and changes in prices of products and technologies;

• cyberattacks and information security breaches;

• the use of derivative contracts;

• catastrophic events such as fires, explosions, terrorist acts, acts of war, pandemic events, or natural disasters such as floods, earthquakes, tornadoes, severe winds, ice or snowstorms, droughts or other similar occurrences; and

• the risks and other factors discussed elsewhere in this prospectus.

All such factors are difficult to predict, contain uncertainties that may materially affect actual results, and many are beyond our control. See “Risk Factors” for a more detailed discussion of the foregoing and certain other factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook.

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the new notes. The new notes will be exchanged for old notes as described in this prospectus upon our receipt of old notes. We will cancel all of the old notes surrendered in exchange for the new notes.

20

CAPITALIZATION

The following table sets forth a summary of DPL’s consolidated capitalization as of September 30, 2019:

This table should be read in conjunction with “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and the consolidated financial statements and related notes included herein.

	As of September 30, 2019
	(in millions)
Short-term and current portion of long-term debt	$	237.6
Long-term debt:
3.95% first mortgage bonds due 2049	425.0
Tax-exempt first mortgage bonds - rates from 2.97% - 3.07% (a) due 2020	140.0
4.20% U.S. Government note due 2061	17.6
Unamortized deferred financing costs	(5.7		)
Unamortized debt discounts and premiums, net	(2.7		)
Total long-term debt at DP&L	574.2
7.25% senior unsecured bonds due 2021	380.0
4.35% senior unsecured notes due 2029	400.0
8.125% note to DPL Capital Trust II due 2031 (b)	15.6
Unamortized deferred financing costs	(5.8		)
Unamortized debt discounts and premiums, net	(1.1		)
Total long-term debt	1,362.9
Common shareholder's deficit:
1,500 shares authorized; 1 share issued and outstanding at September 30, 2019	—
Other paid-in capital	2,373.4
Accumulated other comprehensive income	—
Accumulated deficit	(2,783.0		)
Total common shareholder's deficit	(409.6		)
Total capitalization	$	1,190.9

(a) Range of interest rates for the nine months ended September 30, 2019.

(b) Note payable to related party.

21

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The table below presents our selected historical consolidated financial and other data for the periods presented, which should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included herein.

The selected historical consolidated statement of operations data and balance sheet data for each of the years ended December 31, 2018, 2017 and 2016 are derived from our audited consolidated financial statements included herein. The selected historical consolidated statement of operations data and balance sheet data for each of the nine months ended September 30, 2019 and 2018 are derived from our unaudited condensed consolidated financial statements included herein. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the data for the period. Our historical results for any prior period are not necessarily indicative of results to be expected for any future period.

DPL
	Years ended December 31,									Nine months ended September 30,
$ in millions except as indicated	2018			2017			2016			2019			2018
Statements of Operations Data
Revenues	$	775.9		$	743.9		$	834.2		$	592.2		$	591.5
Fixed-asset impairment	$	2.8		$	—		$	23.9		$	—		$	—
Operating income	$	135.5		$	105.2		$	119.0		$	128.4		$	93.7
Income / (loss) from continuing operations	$	31.2		$	(1.5	)	$	14.8		$	23.0		$	13.7
Income / (loss) from discontinued operations, net of tax	$	38.9		$	(93.1	)	$	(500.0	)	$	25.8		$	29.2
Net income / (loss)	$	70.1		$	(94.6	)	$	(485.2	)	$	61.4		$	41.4
Capital expenditures	$	103.6		$	121.5		$	148.5		$	122.4		$	75.8
Other operating data
Total electric sales (millions of kWh)	15,728			14,679			15,406			11,539			11,932
Balance Sheet Data (end of period):
Total assets	$	1,883.1		$	2,049.2		$	2,419.2		$	1,816.3		$	1,785.5
Long-term debt (a)	$	1,372.3		$	1,700.2		$	1,828.7		$	1,223.3		$	1,471.4
Total common shareholder's equity / (deficit)	$	(471.7	)	$	(584.3	)	$	(587.6	)	$	(409.6	)	$	(509.5	)

(a) Excluded from this line are the current maturities of long-term debt.

22

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements. Our actual results may differ materially from the results suggested by these forward-looking statements. Please see “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” in this prospectus.

Throughout this discussion and analysis, the terms “we”, “us”, “our” and “ours” are used to refer to both DPL and DP&L, respectively and altogether, unless the context indicates otherwise. Discussions or areas of this section that apply only to DPL or DP&L will clearly be noted.

Business Overview

DPL is a diversified regional energy company incorporated under the laws of the State of Ohio in 1985 with three primary subsidiaries: DP&L, Miami Valley Insurance Company (“MVIC”) and AES Ohio Generation, LLC (“AES Ohio Generation”). DP&L is a public utility providing electric transmission and distribution services in West Central Ohio. MVIC is DPL’s captive insurance company that provides insurance services to DPL and its subsidiaries. AES Ohio Generation owns an undivided interest in a coal-fired generating facility and sells all of its energy and capacity into the wholesale market. DPL also has a wholly-owned business trust, DPL Capital Trust II (“Capital Trust II”), formed for the purpose of issuing trust capital securities to investors. All of DPL’s subsidiaries are wholly-owned.

DP&L is a public utility incorporated in 1911 under the laws of Ohio. DP&L offers retail standard service offer (“SSO”) electric service to residential, commercial, industrial and governmental customers in a 6,000 square mile area of West Central Ohio and has the exclusive right to provide distribution and transmission services to more than 524,000 customers in that service area. In addition to DP&L’s electric transmission and distribution businesses, DP&L has a 4.9% interest in OVEC, an electric generating company. OVEC has two electric generating stations located in Cheshire, Ohio and Madison, Indiana with a combined generation capacity of 2,109 megawatts (“MW”). DP&L’s share of this generation capacity is 103 MW.

The principal industries located in DP&L’s service territory include automotive, food processing, paper, plastic, manufacturing and defense. DP&L’s sales reflect general economic and competitive conditions, seasonal weather patterns of the area and the growth of energy efficiency initiatives, however, its distribution revenues have been decoupled from weather and energy efficiency variations beginning January 1, 2019 as a result of the decoupling rider the PUCO approved in the distribution rate order establishing new base distribution rates, which became effective October 1, 2018 (the “DRO”).

DPL strives to achieve stable, long-term growth through efficient operations and strong customer and regulatory relations. More specifically, DPL’s strategy is to utilize the transmission and distribution assets that transfer electricity at the most efficient cost, and to maintain the highest level of customer service and reliability. DPL’s total consolidated revenue and net income for the nine months ended September 30, 2019 were $592.2 million and $61.4 million, respectively. In addition, as of September 30, 2019, DPL had total assets of approximately $1.8 billion. DPL’s business is not dependent on any single customer or group of customers.

DPL’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DPL applies the accounting standards for regulated operations to DPL’s electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs or overcollections of riders.

Additional information relating to our risks is contained in “Risk Factors” elsewhere in this prospectus.

The following discussion should be read in conjunction with the accompanying consolidated financial statements and related notes included elsewhere in this prospectus.

Financial Overview

The results of operations for DPL and DP&L are discussed in more detail in the following pages.

23

RESULTS OF OPERATIONS HIGHLIGHTS – DPL

DPL’s results of operations include the results of its subsidiaries, including its principal subsidiary DP&L. All material intercompany accounts and transactions have been eliminated in consolidation. A separate discussion of the results of operations for DP&L is presented elsewhere in this report.

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Revenues:
Retail	$	174.3		$	180.6		$	518.7		$	499.9
Wholesale	9.2			10.5			23.4			41.3
RTO ancillary	11.1			10.7			33.0			32.5
Capacity revenues	2.2			3.7			9.2			10.5
Miscellaneous revenues	2.2			2.2			7.9			7.3
Total revenues	199.0			207.7			592.2			591.5
Operating costs and expenses
Net fuel cost	5.2			4.6			13.0			12.7
Purchased power:
Purchased power	60.5			68.1			176.0			187.8
RTO charges	5.7			15.5			18.3			48.9
RTO capacity charges	0.3			—			0.7			2.2
Net purchased power cost	66.5			83.6			195.0			238.9
Operation and maintenance	44.2			37.3			142.3			118.3
Depreciation and amortization	17.7			19.7			54.1			58.8
Taxes other than income taxes	20.9			19.0			58.5			54.5
Other, net	—			1.6			0.9			14.6
Total operating costs and expenses	154.5			165.8			463.8			497.8
Operating income	44.5			41.9			128.4			93.7
Other income / (expense), net:
Interest expense	(18.3		)	(22.6		)	(63.7		)	(74.4		)
Loss on early extinguishment of debt	—			—			(44.9		)	(6.4		)
Other income	0.3			0.5			3.2			0.8
Total other expense, net	(18.0		)	(22.1		)	(105.4		)	(80.0		)
Income from continuing operations before income tax (a)	$	26.5		$	19.8		$	23.0		$	13.7

(a) For purposes of discussing operating results, we present and discuss Income from continuing operations before income tax. This format is useful to investors because it allows analysis and comparability of operating trends and includes the same information that is used by management to make decisions regarding our financial performance.

DPL – Revenues

Retail customers, especially residential and commercial customers, consume more electricity during warmer and colder weather than they do during mild temperatures. Therefore, our retail sales volume is impacted by the number of heating and cooling degree-days occurring during a year. Cooling degree-days typically have a more significant impact than heating degree-days since some residential customers do not use electricity to heat their homes. Because of the impact of the decoupling rider (effective January 1, 2019) and because DPL's generation has greatly decreased in recent years due to plant sales and closures, weather has a minimal impact on our net operating results.

	Three months ended		Nine months ended
	September 30,		September 30,
	2019	2018	2019	2018
Heating degree-days (a)	—	47	3,206	3,498
Cooling degree-days (a)	975	811	1,361	1,262

(a) Heating and cooling degree-days are a measure of the relative heating or cooling required for a home or business. The heating degrees in a day are calculated as the degrees that the average actual daily temperature is below 65 degrees Fahrenheit. For example, if the average temperature on March 20th was 40 degrees Fahrenheit, the heating degrees for that day would be the 25-degree difference between 65 degrees and 40 degrees. Similarly, cooling degrees in a day are calculated as the degrees that the average actual daily temperature is above 65 degrees Fahrenheit.

24

DPL's electric sales and billed customers were as follows:

ELECTRIC SALES AND CUSTOMERS (a)
	Three months ended		Nine months ended
	September 30,		September 30,
	2019	2018	2019	2018
Retail electric sales (b)	3,858	3,858	10,731	10,943
Wholesale electric sales (c)	369	310	808	989
Total electric sales	4,227	4,168	11,539	11,932
Billed electric customers (end of period)			523,915	523,535

(a) Electric sales are presented in millions of kWh.

(b) DPL retail electric sales represent the total transmission and distribution retail sales for the periods presented. SSO sales were 1,037 kWh and 2,972 kWh for the three and nine months ended September 30, 2019, respectively, and 1,056 kWh and 2,995 kWh for the three and nine months ended September 30, 2018, respectively.

(c) Included within DPL wholesale electric sales are DP&L's 4.9% share of the generation output of OVEC and the generation output of Conesville.

We sell our share of the generation from Conesville and OVEC into the wholesale market which covers a multi-state area and settles on an hourly basis throughout the year. Factors impacting our wholesale sales volume each hour of the year include wholesale market prices; retail demand throughout the entire wholesale market area; availability of our generating plant and non-affiliated generating plants to sell into the wholesale market; contracted wholesale sales and our variable generation costs. Our goal is to make wholesale sales when it is profitable to do so.

During the three months ended September 30, 2019, revenue decreased $8.7 million to $199.0 million compared to $207.7 million in the same period of the prior year, and, during the nine months ended September 30, 2019, revenue increased $0.7 million to $592.2 million compared to $591.5 million in the same period of the prior year. These changes were primarily the result of changes in the components of revenue shown below:

	Three months ended			Nine months ended
	September 30,			September 30,
$ in millions	2019 vs. 2018			2019 vs. 2018
Retail
Rate
Increase in energy efficiency and USF revenue rate riders	$	9.7		$	30.1
Increase in base distribution rates due to the DRO	6.3			21.0
Increase due to the DIR, which was effective with the DRO	5.6			16.7
Decrease in the TCRR due to lower transmission costs and the impact of DP&L passing back the benefits of the PJM Transmission Enhancement Settlement to customers	(12.3		)	(27.3		)
Decrease due to energy efficiency lost revenues recorded in the prior year	(5.0		)	(16.7		)
Other	(2.1		)	10.3
Net change in retail rate	2.2			34.1
Volume
Decrease in volume is primarily due to demand in the prior year. The decoupling rider approved in the DRO became effective January 1, 2019 and is designed to eliminate the impacts of weather and demand on DP&L's residential and commercial customers resulting in less of a demand impact in the current year.	(8.2		)	(15.6		)
Other miscellaneous	(0.3		)	0.3
Total retail change	(6.3		)	18.8
Wholesale
Decrease for the nine months ended September 30, 2019 is due to lower volumes as DP&L is no longer serving the load of certain other parties through their competitive bid process and lower wholesale prices	(1.3		)	(17.9		)
RTO ancillary and capacity revenues
RTO ancillary and capacity revenues	(1.1		)	(0.8		)
Other
Miscellaneous revenues	—			0.6
Net change in revenues	$	(8.7	)	$	0.7

25

DPL – Net Purchased Power

During the three months ended September 30, 2019, net purchased power decreased $17.1 million to $66.5 million compared to $83.6 million in the same period of the prior year, and, during the nine months ended September 30, 2019, net purchased power decreased $43.9 million to $195.0 million compared to $238.9 million in the same period of the prior year. These changes were primarily the result of changes in the cost of purchased power shown below.

	Three months ended			Nine months ended
	September 30,			September 30,
$ in millions	2019 vs. 2018			2019 vs. 2018
Net purchased power
Purchased power
Rate
Increase / (decrease) due to pricing in the competitive bid process	(1.4		)	1.3
Volume
Lower purchases in the nine months ended September 30, 2019 as DP&L stopped purchasing power to serve the load of certain other parties through their competitive bid process after May of 2018	(6.2		)	(13.1		)
Total purchased power change	(7.6		)	(11.8		)
RTO charges
Decrease due to lower transmission and congestion charges, including a decrease due to benefits of the PJM Transmission Enhancement Settlement. RTO charges are incurred by DP&L as a member of PJM and primarily include transmission charges within our network, which are incurred and charged to customers in the transmission rider	(9.8		)	(30.6		)
RTO capacity charges
Increase / (decrease) due to capacity costs	0.3			(1.5		)
Net change in purchased power	$	(17.1	)	$	(43.9	)

DPL – Operation and Maintenance

During the three and nine months ended September 30, 2019, Operation and Maintenance expense increased $6.9 million and $24.0 million, respectively, compared to the same periods in the prior year. The main drivers of these changes are as follows:

	Three months ended			Nine months ended
	September 30,			September 30,
$ in millions	2019 vs. 2018			2019 vs. 2018
Increase in alternative energy and energy efficiency programs (a)	$	7.4		$	20.0
Increase in uncollectible expenses for the low-income payment program, which is funded by the USF revenue rate rider (a)	3.1			9.3
Decrease due to prior year write-off of previously deferred rate case costs no longer deemed probable for recovery	—			(5.3		)
Decrease in amortization of previously deferred regulatory costs, including rate case costs, certain transmission costs, and various costs collected under the regulatory compliance rider (a)	(2.0		)	(1.7		)
Other, net	(1.6		)	1.7
Net change in operation and maintenance expense	$	6.9		$	24.0

(a)    There is a corresponding offset in Revenues associated with these programs.

DPL – Depreciation and Amortization

During the three and nine months ended September 30, 2019, Depreciation and amortization decreased $2.0 million and $4.7 million respectively, compared to the same periods in the prior year. The decrease was primarily due to lower software amortization and lower depreciation expense recorded at Conesville in 2019.

DPL – Taxes Other Than Income Taxes

During the three and nine months ended September 30, 2019, Taxes other than income taxes increased $1.9 million and $4.0 million respectively, compared to the same periods in the prior year. The increase for the nine months ended September 30, 2019 was primarily the result of a favorable adjustment recorded in the second quarter of 2018 related to 2017 Ohio property taxes to reflect actual payments made in 2018.

26

DPL – Operating Expenses - Other

During the nine months ended September 30, 2018, DPL recorded other operating expenses of $14.6 million primarily due to the loss on the transfer of business interests in the Beckjord facility of $11.7 million and a $2.8 million fixed-asset impairment charge recorded on Conesville.

DPL – Interest Expense

During the three and nine months ended September 30, 2019, Interest expense decreased $4.3 million and $10.7 million respectively, compared to the same periods in the prior year. The decrease was primarily the result of the reduction and refinancing of debt at DPL and DP&L in 2018 and 2019.

DPL – Loss on Early Extinguishment of Debt

During the nine months ended September 30, 2019, Loss on early extinguishment of debt increased $38.5 million, compared to the same period in the prior year. The increase was primarily due to the make-whole premium payment of $41.4 million related to the $400.0 million partial redemption of the $780.0 million 7.25% Notes due 2021 in the second quarter of 2019, partially offset by the make-whole premium payment of $5.1 million related to the $101.0 million partial redemption of the 6.75% Senior Notes due 2019 in the second quarter of 2018.

DPL – Income Tax Expense / (Benefit) From Continuing Operations

Income tax expense of $3.1 million during the three months ended September 30, 2018 changed to an Income tax benefit of $9.4 million during the three months ended September 30, 2019. The change of $12.5 million was primarily due to the impact of the September 26, 2019 PUCO order, which finalized the amount of excess deferred tax balances allocable to DP&L’s utility customers.

Income tax expense of $1.5 million during the nine months ended September 30, 2018 changed to an income tax benefit of $12.6 million during the nine months ended September 30, 2019. The change of $14.1 million was primarily due to the impact of the September 26, 2019 PUCO order, which finalized the amount of excess deferred tax balances allocable to DP&L’s utility customers.

DPL – Discontinued Operations

Net income from discontinued operations was $(0.5) million and $25.8 million for the three and nine months ended September 30, 2019, respectively, compared to $4.3 million and $29.2 million for the three and nine months ended September 30, 2018, respectively. This income relates to the generation components of Miami Fort, Zimmer, Stuart, Killen and the Peaker assets, which were disposed of either by sale or retirement in recent years. See Part I, Item 1, Note 14 – Discontinued Operations in the Notes to DPL's Condensed Consolidated Financial Statements for further discussion.

RESULTS OF OPERATIONS BY SEGMENT - DPL

DPL has presented the results of operations of Miami Fort Station, Zimmer Station, the Peaker Assets, Stuart Station, and Killen Station as discontinued operations as a group of components for all periods presented. For more information, see Part I, Item 1, Note 14 – Discontinued Operations of Notes to DPL's Condensed Consolidated Financial Statements. As such, AES Ohio Generation only has operating activity coming from its undivided ownership interest in Conesville, which does not meet the thresholds to be a separate reportable operating segment. Therefore, DPL manages its business through one reportable operating segment, the Utility segment. The primary segment performance measure is income / (loss) from continuing operations before income tax as management has concluded that this measure best reflects the underlying business performance of DPL and is the most relevant measure considered in DPL’s internal evaluation of the financial performance of its segment. The Utility segment is discussed further below.

Utility Segment

The Utility segment is comprised of DP&L’s electric transmission and distribution businesses, which distribute electricity to residential, commercial, industrial and governmental customers. DP&L distributes electricity to more than 524,000 retail customers located in a 6,000-square mile area of West Central Ohio. DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses recording regulatory assets when incurred costs are expected to be recovered in future customer rates and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs. The Utility segment includes revenues and costs associated with our investment in OVEC and the historical results of DP&L’s Beckjord Facility, which was closed in 2014 and transferred to a third party in the first quarter of 2018, and

27

Hutchings Coal generating facility, which was closed in 2013. These assets did not transfer to AES Ohio Generation as part of DP&L's Generation Separation on October 1, 2017. Thus, they are grouped within the Utility segment for segment reporting purposes. In addition, regulatory deferrals and collections, which include fuel deferrals in historical periods, are included in the Utility segment.

Included within the “Other” column are other businesses that do not meet the GAAP requirements for disclosure as reportable segments as well as certain corporate costs, which include interest expense and loss on early extinguishment of debt on DPL's long-term debt as well as adjustments related to purchase accounting from the Merger. DPL's undivided interest in Conesville is included within the "Other" column as it does not meet the requirement for disclosure as a reportable operating segment, since the results of operations of the other EGUs are presented as discontinued operations. The accounting policies of the reportable segment are the same as those described in Note 1 – Overview and Summary of Significant Accounting Policies of our 10-K. Intersegment sales, costs of sales and expenses are eliminated in consolidation. Certain shared and corporate costs are allocated between "Other" and the Utility reporting segment.

See Part I, Item 1, Note 11 – Business Segments of Notes to DPL's Condensed Consolidated Financial Statements for additional information regarding DPL’s reportable segment.

The following table presents DPL’s Income / (loss) from continuing operations before income tax by business segment:

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Utility	$	37.7		$	37.5		$	108.8		$	73.9
Other	(11.2		)	(17.7		)	(85.8		)	(60.2		)
Income from continuing operations before income tax (a)	$	26.5		$	19.8		$	23.0		$	13.7

(a) For purposes of discussing operating results, we present and discuss Income from continuing operations before income tax. This format is useful to investors because it allows analysis and comparability of operating trends and includes the same information that is used by management to make decisions regarding our financial performance.

RESULTS OF OPERATIONS HIGHLIGHTS – DPL – Utility Segment

The results of operations of the Utility segment for DPL are identical in all material respects and for all periods presented to those of DP&L, which are included in Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations (RESULTS OF OPERATIONS HIGHLIGHTS – DP&L) of this Form 10-Q.

28

RESULTS OF OPERATIONS HIGHLIGHTS – DP&L

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Revenues:
Retail	$	174.3		$	181.0		$	518.7		$	500.7
Wholesale	4.4			4.9			12.8			24.6
RTO ancillary	11.0			10.8			32.8			32.4
Capacity revenues	1.1			2.0			5.0			5.8
Miscellaneous revenues	0.3			—			0.9			—
Total revenues	191.1			198.7			570.2			563.5
Operating costs and expenses
Net fuel cost	0.6			0.1			2.0			1.7
Purchased power:
Purchased power	60.4			67.7			175.7			186.7
RTO charges	5.5			15.3			17.6			46.8
RTO capacity charges	—			—			—			2.2
Net purchased power cost	65.9			83.0			193.3			235.7
Operation and maintenance	42.2			33.8			135.2			105.9
Depreciation and amortization	17.4			19.1			52.9			56.5
Taxes other than income taxes	20.8			19.0			58.2			54.3
Loss / (gain) on asset disposal	(0.1		)	—			—			0.1
Loss on disposal of business	—			—			—			12.4
Total operating costs and expenses	146.8			155.0			441.6			466.6
Operating income	44.3			43.7			128.6			96.9
Other income / (expense), net:
Interest expense	(6.1		)	(5.8		)	(19.9		)	(20.5		)
Loss on early extinguishment of debt	—			—			—			(0.6		)
Other income / (expense)	(0.5		)	(0.4		)	0.1			(1.9		)
Total other expense, net	(6.6		)	(6.2		)	(19.8		)	(23.0		)
Income before income tax (a)	$	37.7		$	37.5		$	108.8		$	73.9

(a) For purposes of discussing operating results, we present and discuss Income before income tax. This format is useful to investors because it allows analysis and comparability of operating trends and includes the same information used by management to make decisions regarding our financial performance.

DP&L – Revenues

Retail customers, especially residential and commercial customers, consume more electricity during warmer and colder weather than they do during mild temperatures. Therefore, our retail sales volume is impacted by the number of heating and cooling degree-days occurring during a year. Cooling degree-days typically have a more significant impact than heating degree-days since some residential customers do not use electricity to heat their homes. Because of the impact of the decoupling rider (effective January 1, 2019) weather has a minimal impact on our net operating results.

We sell our share of the generation from OVEC into the wholesale market which covers a multi-state area and settles on an hourly basis throughout the year. Factors impacting our wholesale sales volume each hour of the year include wholesale market prices; retail demand throughout the entire wholesale market area; and availability of OVEC generating plants to sell into the wholesale market.

29

DP&L's electric sales and billed customers were as follows:

ELECTRIC SALES AND CUSTOMERS (a)
	Three months ended		Nine months ended
	September 30,		September 30,
	2019	2018	2019	2018
Retail electric sales (b)	3,858	3,858	10,731	10,943
Wholesale electric sales (c)	151	156	421	608
Total electric sales	4,009	4,014	11,152	11,551
Billed electric customers (end of period)			523,915	523,535

(a) Electric sales are presented in millions of kWh.

(b) DP&L retail electric sales represent the total transmission and distribution retail sales for the periods presented. SSO sales were 1,037 kWh and 2,972 kWh for the three and nine months ended September 30, 2019, respectively, and 1,056 kWh and 2,995 kWh for the three and nine months ended September 30, 2018, respectively.

(c) Included within DP&L wholesale electric sales are DP&L's 4.9% share of the generation output of OVEC.

During the three months ended September 30, 2019, revenue decreased $7.6 million to $191.1 million compared to $198.7 million in the same period of the prior year, and, during the nine months ended September 30, 2019, revenue increased $6.7 million to $570.2 million compared to $563.5 million in the same period of the prior year. These changes were primarily the result of changes in the components of revenue shown below:

	Three months ended			Nine months ended
	September 30,			September 30,
$ in millions	2019 vs. 2018			2019 vs. 2018
Retail
Rate
Increase in energy efficiency and USF revenue rate riders	$	9.7		$	30.1
Increase in base distribution rates due to the DRO	6.3			21.0
Increase due to the DIR, which was effective with the DRO	5.6			16.7
Decrease in the TCRR due to lower transmission costs and the impact of DP&L passing back the benefits of the PJM Transmission Enhancement Settlement to customers	(12.3		)	(27.3		)
Decrease due to energy efficiency lost revenues recorded in the prior year	(5.0		)	(16.7		)
Other	(2.5		)	9.5
Net change in retail rate	1.8			33.3
Volume
Decrease in volume is primarily due to demand in the prior year. The decoupling rider approved in the DRO became effective January 1, 2019 and is designed to eliminate the impacts of weather and demand on DP&L's residential and commercial customers resulting in less of a demand impact in the current year.	(8.2		)	(15.6		)
Other miscellaneous	(0.3		)	0.3
Total retail change	(6.7		)	18.0
Wholesale
Decrease in volumes due to no longer serving the load of certain other parties through their competitive bid process and lower wholesale prices	(0.5		)	(11.8		)
RTO ancillary and capacity revenues
RTO ancillary and capacity revenues	(0.7		)	(0.4		)
Other
Miscellaneous revenues	0.3			0.9
Net change in revenues	$	(7.6	)	$	6.7

30

DP&L – Net Purchased Power

During the three months ended September 30, 2019, net purchased power decreased $17.1 million to $65.9 million compared to $83.0 million in the same period of the prior year, and, during the nine months ended September 30, 2019, net purchased power decreased $42.4 million to $193.3 million compared to $235.7 million in the same period of the prior year. These changes were primarily the result of changes in the cost of purchased power shown below.

	Three months ended			Nine months ended
	September 30,			September 30,
$ in millions	2019 vs. 2018			2019 vs. 2018
Net purchased power
Purchased power
Rate
Increase / (decrease) due to pricing in the competitive bid process	$	(1.1	)	$	2.0
Volume
Lower purchases in the nine months ended September 30, 2019 as DP&L stopped purchasing power to serve the load of certain other parties through their competitive bid process after May of 2018	(6.2		)	(13.0		)
Total purchased power change	(7.3		)	(11.0		)
RTO charges
Decrease due to lower transmission and congestion charges, including a decrease due to benefits of the PJM Transmission Enhancement Settlement. RTO charges are incurred by DP&L as a member of PJM and primarily include transmission charges within our network, which are incurred and charged to customers in the transmission rider	(9.8		)	(29.2		)
RTO capacity charges
Decrease due to capacity costs at OVEC	—			(2.2		)
Net change in purchased power	$	(17.1	)	$	(42.4	)

DP&L – Operation and Maintenance

During the three and nine months ended September 30, 2019, Operation and Maintenance expense increased $8.4 million and $29.3 million, respectively, compared to the same periods in the prior year. The main drivers of these changes are as follows:

	Three months ended			Nine months ended
	September 30,			September 30,
$ in millions	2019 vs. 2018			2019 vs. 2018
Increase in alternative energy and energy efficiency programs (a)	$	7.4		$	20.0
Increase in uncollectible expenses for the low-income payment program, which is funded by the USF revenue rate rider (a)	3.1			9.3
Increase in costs charged from the Service Company for services provided	2.9			5.3
Decrease due to prior year write-off of previously deferred rate case costs	—			(5.3		)
Decrease in amortization of previously deferred regulatory costs, including rate case costs, certain transmission costs, and various costs collected under the regulatory compliance rider (a)	(2.0		)	(1.7		)
Other, net	(3.0		)	1.7
Net change in operation and maintenance expense	$	8.4		$	29.3

(a)    There is a corresponding offset in Revenues associated with these programs.

DP&L – Depreciation and Amortization

During the three and nine months ended September 30, 2019, Depreciation and amortization decreased $1.7 million and $3.6 million, respectively, compared to the same periods in the prior year. The decrease was primarily due to lower software amortization in 2019.

DP&L – Taxes Other Than Income Taxes

During the three and nine months ended September 30, 2019, Taxes other than income taxes increased $1.8 million and $3.9 million, respectively, compared to the same periods in the prior year. The increase for the nine months ended September 30, 2019 was primarily the result of a favorable adjustment made in 2018 for 2017 Ohio property taxes to reflect actual payments.

DP&L – Loss on Disposal of Business

During the nine months ended September 30, 2018, DP&L recorded a loss on disposal of business of $12.4 million due to the loss on the transfer of business interests in the Beckjord facility.

31

DP&L – Income Tax Expense / (Benefit)

Income tax expense of $6.3 million during the three months ended September 30, 2018 changed to a benefit of $7.2 million during the three months ended September 30, 2019 primarily due to the impact of the September 26, 2019 PUCO order, which finalized the amount of excess deferred tax balances allocable to DP&L’s utility customers.

During the nine months ended September 30, 2019, Income tax expense decreased $6.9 million, compared to the same period in the prior year primarily due to the impact of the September 26, 2019 PUCO order, which finalized the amount of excess deferred tax balances allocable to DP&L’s utility customers, partially offset by higher pre-tax income in the current year as compared to the prior year.

KEY TRENDS AND UNCERTAINTIES

Following the issuance of the DRO in September 2018 and the resulting changes to the decoupling rider, we expect that our financial results will be less driven by retail demand and weather but will be impacted by customer growth within our service territory. In addition, DPL's and DP&L's financial results are likely to be driven by other factors including, but not limited to:

• regulatory outcomes;

• the passage of new legislation, implementation of regulations or other changes in regulation;

• timely recovery of transmission and distribution expenditures; and

• with respect to DPL, exiting generation assets currently owned by AES Ohio Generation.

Regulatory Environment

DPL’s, DP&L’s and our other subsidiaries’ facilities and operations are subject to a wide range of regulations and laws by federal, state and local authorities. As well as imposing continuing compliance obligations, these laws and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. In the normal course of business, we have investigatory and remedial activities underway at these facilities and operations in an effort to comply, or to determine compliance, with such regulations. We record liabilities for losses that are probable and can be reasonably estimated. In addition to matters discussed or updated herein, our 2018 Form 10-K and Forms 10-Q previously filed with the SEC during 2019 describe other regulatory matters which have not materially changed since those filings.

Ohio Regulatory Proceedings

DMR

On October 20, 2017, the PUCO approved DP&L’s 2017 ESP.  On January 7, 2019, the Ohio Consumers' Counsel appealed to the Supreme Court of Ohio the 2017 ESP with respect to the bypassability of the Reconciliation Rider and the exclusion of the DMR from the SEET. That proceeding has been stayed pending an appeal in a related case involving another utility.

Pursuant to the 2017 ESP, on January 22, 2019, DP&L filed a request with the PUCO for a two-year extension of its DMR through October 2022, in the proposed amount of $199.0 million for each of the two additional years. The extension request was set at a level expected to reduce debt obligations at both DP&L and DPL and to position DP&L to make capital expenditures to maintain and modernize its electric grid. DP&L’s DMP investments are contingent upon the PUCO approving the two-year extension of its DMR.

A rehearing process in DP&L's 2017 ESP case, including the DMR, remains pending. On August 1, 2019, DP&L filed a supplemental brief with the PUCO focused on the applicability of a recent court decision involving another Ohio utility’s DMR which is similar to, but not identical to, DP&L’s DMR.

Ohio House Bill 6

On July 23, 2019, the Governor of Ohio signed Ohio House Bill 6, which, among other things, does the following:

• beginning January 1, 2020, replaces DP&L’s non-bypassable Reconciliation Rider, permitting DP&L to defer, recover or credit the net proceeds from selling energy and capacity received as part of DP&L’s interest in OVEC and its OVEC-related costs through 2023, with a non-bypassable recovery mechanism for recovery of prudently incurred OVEC costs through 2030;

• eliminates the annual energy efficiency targets for Ohio utilities after 2020; and

32

• allows Ohio utilities to construct customer-sited renewable generation for mercantile customers or groups of mercantile customers, the costs of which may only be recovered from those customers.

Regulatory impact of tax reform

On September 26, 2019 the PUCO approved a unanimous stipulation agreeing to return a total of $65.1 million, $83.2 million when including taxes associated with the refunds, to distribution customers.

See Part I, Item 1, Note 3 – Regulatory Matters of Notes to DPL's Condensed Consolidated Financial Statements for further information regarding regulatory matters.

United States Tax Law Reform

Considering the significant changes to the U.S. tax system enacted in 2017, the U.S. Treasury Department and Internal Revenue Service have issued numerous regulations. While certain regulations are now final, there are many regulations that are proposed and still others anticipated to be issued in proposed form. The final version of any regulations may vary from the proposed form. When final, these regulations may materially impact our effective tax rate. Certain of the proposed regulations, when final, may have retroactive effect to January 1, 2018 or January 1, 2019.

Environmental Matters

In addition to imposing continuing compliance obligations, these laws and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. In the normal course of business, we have investigatory and remedial activities underway at our facilities to comply, or to determine compliance, with such regulations. We record liabilities for loss contingencies related to environmental matters when a loss is probable of occurring and can be reasonably estimated in accordance with the provisions of GAAP. Accordingly, we have immaterial accruals for loss contingencies for environmental matters. We also have several environmental matters for which we have not accrued loss contingencies because the risk of loss is not probable, or a loss cannot be reasonably estimated. We evaluate the potential liability related to environmental matters quarterly and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material adverse effect on our results of operations, financial condition and cash flows. We refer to the discussion in “Item 1. Business - Environmental Matters” in our 2018 Form 10-K for a discussion of certain recent developments in environmental laws and regulations.

We have several pending environmental matters associated with our stations. Some of these matters could have a material adverse effect on our results of operations, financial condition and cash flows.

Because of DPL’s decision to retire its Stuart and Killen generating stations, the sale of its ownership interest in the Miami Fort and Zimmer generating stations and the planned 2020 retirement of Conesville, the following environmental regulations and requirements are now not expected to have a material impact on DPL:

• The CAA and the following regulations:

• CSAPR and associated updates;

• MATS and any associated regulatory or judicial processes;

• NAAQS; and

• the Affordable Clean Energy Rule.

Additionally, because of the retirement of Stuart and Killen noted above, the following environmental regulations and requirements are not expected to have a material impact on DPL with respect to either of the two generating stations:

• water intake regulations finalized by the USEPA on May 19, 2014 and

• revised technology-based regulations governing water discharges from steam electric generating facilities, finalized by the USEPA on November 3, 2015.

Clean Water Act Regulation of Water Discharge

On January 7, 2013, the Ohio EPA issued a final NPDES permit to the Stuart Station which included a compliance schedule for performing a study to justify an alternate thermal limitation or take undefined measures to meet certain temperature limits. On February 1, 2013, DP&L appealed various aspects of the final permit to the ERAC. On August 8, 2019, the ERAC dismissed the appeal in response to a Joint Motion to Dismiss.

33

Notice of Potential Liability for Third Party Disposal Site

On October 16, 2019, DP&L received a special notice that USEPA considers DP&L, along with other parties, to be a PRP for the clean-up of hazardous substances at a third-party landfill known as the Tremont City Barrel Site, located near Dayton, Ohio. While DP&L is currently unable to predict the outcome of this matter, if DP&L were required to contribute to the clean-up of the site, it could have a material adverse effect on our business, financial condition or results of operations.

Regulation of Waste Disposal

The USEPA's final CCR rule became effective in October 2015. Generally, the rule regulates CCR as nonhazardous solid waste and establishes national minimum criteria for existing and new CCR landfills and existing and new CCR ash ponds, including location restrictions, design and operating criteria, groundwater monitoring, corrective action and closure requirements and post-closure care. On December 16, 2016, President Obama signed into law the Water Infrastructure Improvements for the Nation Act ("WIIN Act"), which includes provisions to implement the CCR rule through a state permitting program, or if the state chooses not to participate, a possible federal permit program. The USEPA has indicated that they will implement a phased approach to amending the CCR rule. In July 2018, the USEPA published final CCR rule amendments (Phase One, Part One) in the Federal Register. In August 2018, the D.C. Circuit Court issued a decision in certain CCR litigation matters, which may result in additional revisions to the CCR rule. In October 2018, some environmental groups filed a petition for review challenging the USEPA's final CCR rule amendments (Phase One, Part One) which have since been remanded without vacatur to the USEPA. On August 14, 2019, the USEPA published amendments to the CCR rule relating to the CCR rule’s criteria for determining beneficial use and the regulation of CCR piles, among other revisions. On November 4, 2019, the USEPA signed additional amendments to the CCR Rule titled “A Holistic Approach To Closure Part A: Deadline To Initiate Closure.” The October 2015 CCR rule, current or proposed amendments to the October 2015 CCR rule, the results of groundwater monitoring data or the outcome of CCR-related litigation could have a material impact on our business, financial condition and results of operations.

CAPITAL RESOURCES AND LIQUIDITY

DPL and DP&L had unrestricted cash and cash equivalents of $36.8 million and $14.4 million, respectively, at September 30, 2019. At that date, neither DPL nor DP&L had short-term investments. DPL and DP&L had aggregate principal amounts of long-term debt outstanding of $1,378.2 million and $582.6 million, respectively.

Approximately $139.6 million of DPL's long-term debt, including $139.6 million of DP&L's long-term debt, matures within twelve months of the balance sheet date. From time to time, we may elect to repurchase our outstanding debt through cash purchases, privately negotiated transactions or otherwise when management believes such repurchases are favorable to make. The amounts involved in any such repurchases may be material. See Part I, Item 1, Note 6 – Long-term Debt of Notes to DPL's Condensed Consolidated Financial Statements.

We depend on timely and continued access to capital markets to manage our liquidity needs. The inability to raise capital on favorable terms, to refinance existing indebtedness or to fund operations and other commitments during times of political or economic uncertainty could have a material adverse effect on our results of operations, financial condition and cash flows. In addition, changes in the timing of tariff increases or delays in regulatory determinations could affect the cash flows and results of operations of our businesses.

Our discussion of DPL’s financial condition, liquidity and capital requirements include the results of its principal subsidiary DP&L.

34

CASH FLOWS

DPL’s financial condition, liquidity and capital requirements include the consolidated results of its principal subsidiary DP&L. All material intercompany accounts and transactions have been eliminated in consolidation.

Cash Flow Analysis - DPL

The following table summarizes the cash flows of DPL:

DPL	Nine months ended September 30,
$ in millions	2019			2018
Net cash provided by operating activities	$	136.3		$	152.9
Net cash provided by / (used in) investing activities	(125.9		)	157.5
Net cash used in financing activities	(67.7		)	(249.4		)
Decrease in cash and restricted cash of discontinued operations and held-for-sale businesses	—			1.5
Net change	(57.3		)	62.5
Balance at beginning of period	111.7			24.9
Cash, cash equivalents, and restricted cash at end of period	$	54.4		$	87.4

DPL – Change in cash flows from operating activities

	Nine months ended September 30,						$ change
$ in millions	2019			2018			2019 vs. 2018
Net income	$	61.4		$	41.4		$	20.0
Depreciation and amortization	34.2			62.4			(28.2		)
Deferred income taxes	(8.7		)	(17.8		)	9.1
Loss on early extinguishment of debt	44.9			6.4			38.5
Other adjustments to Net income	5.1			19.8			(14.7		)
Net income, adjusted for non-cash items	136.9			112.2			24.7
Net change in operating assets and liabilities	(0.6		)	40.7			(41.3		)
Net cash provided by operating activities	$	136.3		$	152.9		$	(16.6	)

The net change in operating assets and liabilities during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 was driven by the following:

$ in millions	$ Change
Decrease from accrued taxes primarily due to higher current portion of income tax expense in prior year compared to the current year	(23.9		)
Decrease from inventory primarily due a significant decrease in inventory balances in 2018 due to the closure of the Stuart and Killen plants	(17.9		)
Decrease from accounts receivable is primarily due to prior year collections of the remaining amounts due from partners in jointly-owned stations	(16.4		)
Increase from accounts payable is primarily due to timing of payments	12.3
Other	4.6
Net decrease in cash from changes in operating assets and liabilities	$	(41.3	)

DPL – Cash flows from investing activities

Net cash provided by / (used in) investing activities was $(125.9) million for the nine months ended September 30, 2019 compared to $157.5 million for the nine months ended September 30, 2018. The investing activity for the nine months ended September 30, 2019 primarily relates to capital expenditures of $122.4 million, which increased from the prior year mainly due to significant storm restoration efforts in the third quarter of 2019. The investing activity for the nine months ended September 30, 2018 primarily relates to proceeds from the sale of business of $234.9 million due to the sale of the Peaker assets, and proceeds of $10.6 million related to the June transmission swap with Duke and AEP. This was partially offset by capital expenditures of $75.8 million and a payment on the disposal of Beckjord of $14.5 million.

DPL – Cash flows from financing activities

Net cash used in financing activities was $(67.7) million for the nine months ended September 30, 2019 compared to $(249.4) million from financing activities for the nine months ended September 30, 2018. The financing activity for the nine months ended September 30, 2019 is primarily due to debt repayments, including early payment premiums, of $978.0 million, and $9.2 million of payments of deferred financing costs. This was partially offset by debt issuances, net of discount, of $821.7 million, and net revolving credit facility borrowings of $98.0 million. The financing activity for the nine months ended September 30, 2018 is primarily due to debt repayments of $239.4 million.

35

Cash Flow Analysis - DP&L

The following table summarizes the cash flows of DP&L:

DP&L	Nine months ended September 30,
$ in millions	2019			2018
Net cash provided by operating activities	$	138.9		$	113.2
Net cash used in investing activities	(124.6		)	(69.0		)
Net cash used in financing activities	(48.5		)	(37.1		)
Net change	(34.2		)	7.1
Balance at beginning of period	66.2			5.6
Cash, cash equivalents, and restricted cash at end of period	$	32.0		$	12.7

DP&L – Change in cash flows from operating activities

	Nine months ended September 30,						$ change
$ in millions	2019			2018			2019 vs. 2018
Net income	$	103.7		$	61.9		$	41.8
Depreciation and amortization	52.9			56.5			(3.6		)
Deferred income taxes	(17.2		)	(7.5		)	(9.7		)
Other adjustments to Net income	—			13.0			(13.0		)
Net income, adjusted for non-cash items	139.4			123.9			15.5
Net change in operating assets and liabilities	(0.5		)	(10.7		)	10.2
Net cash provided by operating activities	$	138.9		$	113.2		$	25.7

The net change in operating assets and liabilities during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 was driven by the following:

$ in millions	$ Change
Increase from accounts receivable primarily due to higher rates following the DRO	$	22.2
Decrease from accrued taxes primarily due to higher current portion of income tax expense in prior year compared to the current year	(6.9		)
Other	(5.1		)
Net increase in cash from changes in operating assets and liabilities	$	10.2

DP&L – Cash flows from investing activities

Net cash used in investing activities was $(124.6) million for the nine months ended September 30, 2019 compared to $(69.0) million for the nine months ended September 30, 2018. The investing activity for the nine months ended September 30, 2019 primarily represents capital expenditures of $121.1 million, which increased from the prior year mainly due to significant storm restoration efforts in the third quarter of 2019. The investing activity for the nine months ended September 30, 2018 is primarily capital expenditures of $65.0 million and a payment on the disposal of Beckjord of $14.5 million. This was partially offset by proceeds of $10.6 million related to the June transmission swap with Duke and AEP.

DP&L – Cash flows from financing activities

Net cash used in financing activities was $(48.5) million for the nine months ended September 30, 2019 compared to $(37.1) million from financing activities for the nine months ended September 30, 2018. The financing activity for the nine months ended September 30, 2019 is primarily due to returns of capital paid to parent of $90.0 million, debt repayments, including early payment premium, of $436.1 million, and payments of deferred financing costs of $4.6 million. This was partially offset by debt issuances, net of discount, of $422.3 million. The financing activity for the nine months ended September 30, 2018 is primarily related to $63.3 million of debt repayments and returns of capital paid to parent of $43.8 million. This was partially offset by an $80.0 million capital contribution from DPL.

LIQUIDITY

We expect our existing sources of liquidity to remain sufficient to meet our anticipated operating needs. Our business is capital intensive, requiring significant resources to fund operating expenses, construction expenditures, scheduled debt maturities, debt carrying costs and, for DP&L, dividend payments to DPL. In 2019 and subsequent years, we expect to satisfy these requirements with a combination of cash from operations and funds from debt financing as internal liquidity needs and market conditions warrant. We also expect that the borrowing capacity under bank credit facilities will continue to be available to us to manage working capital requirements during these periods.

36

At September 30, 2019, DP&L and DPL have access to the following revolving credit facilities:

$ in millions	Type	Maturity	Commitment		Amounts available as of September 30, 2019
DP&L	Revolving	June 2024	$	175.0	$	113.9
DPL	Revolving	June 2023	125.0		75.9
			$	300.0	$	189.8

DP&L has an unsecured revolving credit agreement with a syndicated bank group with a borrowing limit of $175.0 million and a $75.0 million letter of credit sublimit, as well as a feature that provides DP&L the ability to increase the size of the facility by an additional $100.0 million. This facility expires in June 2024. At September 30, 2019, there was one letter of credit in the amount of $1.1 million outstanding under this facility, and $60.0 million in borrowings, with the remaining $113.9 million available to DP&L. Fees associated with this letter of credit facility were not material during the nine months ended September 30, 2019 or 2018.

DPL has a revolving credit facility of $125.0 million, with a $75.0 million letter of credit sublimit and a feature that provides DPL the ability to increase the size of the facility by an additional $50.0 million. This facility is secured by a pledge of common stock that DPL owns in DP&L, limited to the amount permitted to be pledged under certain Indentures dated October 3, 2011 and April 17, 2019 between DPL and Wells Fargo Bank, NA and U.S. Bank National Association, respectively, as Trustee. The facility expires in June 2023. At September 30, 2019, there were six letters of credit in the aggregate amount of $11.1 million outstanding and $38.0 million in borrowings, with the remaining $75.9 million available to DPL. Fees associated with this facility were not material during the nine months ended September 30, 2019 or 2018.

Capital Requirements

Planned construction additions for 2019 relate primarily to new investments in and upgrades to DP&L’s transmission and distribution system. Capital projects are subject to continuing review and are revised considering changes in financial and economic conditions, load forecasts, legislative and regulatory developments and changing environmental requirements, among other factors.

DPL is projecting to spend an estimated $657.0 million in capital projects for the period 2019 through 2021, of which $649.0 million is projected to be spent by DP&L. These amounts include expected spending under DP&L's Distribution Modernization Plan filed with the PUCO in December 2018. On January 22, 2019, DP&L filed a request with the PUCO for a two-year extension of its DMR through October 2022, in the proposed amount of $199.0 million for each of the two additional years. The request was made pursuant to the PUCO’s October 20, 2017 ESP order, which approved the DMR and had the option for DP&L to file for a two-year extension. The extension request was set at a level expected to reduce debt obligations at both DP&L and DPL and to position DP&L to make capital expenditures to maintain and modernize its electric grid. To that end, DP&L’s DMP investments are contingent upon the PUCO approving the two-year extension of its DMR.

DP&L is subject to the mandatory reliability standards of NERC and Reliability First Corporation (RFC), one of the eight NERC regions, of which DP&L is a member. DP&L anticipates spending approximately $221.0 million within the next five years to reinforce its 138-kV system to comply with NERC standards. Our ability to complete capital projects and the reliability of future service will be affected by our financial condition, the availability of internal funds and the reasonable cost of external funds. We expect to finance our construction additions with a combination of cash on hand, short-term financing, long-term debt and cash flows from operations.

Long-term debt covenants

For information regarding our long-term debt covenants, see Part I, Item 1, Note 6 – Long-term Debt of Notes to DPL's Condensed Consolidated Financial Statements.

37

Debt and Credit Ratings

The following table presents, as of the filing of this report, the debt ratings and outlook for DPL and DP&L, along with the effective or affirmed date of each rating.

	DPL	DP&L	Outlook	Effective or Affirmed
Fitch Ratings	BBB(a) / BBB-(b)	A- (c)	Stable	October 2018
Moody's Investors Service, Inc.	Ba1 (b)	A3 (c)	Stable	June 2019
Standard & Poor's Financial Services LLC	BBB- (b)	BBB+ (c)	Negative	October 2019

(a) Rating relates to DPL’s Senior secured debt.

(b) Rating relates to DPL's Senior unsecured debt.

(c) Rating relates to DP&L’s Senior secured debt.

The following table presents, as of the filing of this report, the credit ratings (issuer/corporate rating) and outlook for DPL and DP&L, along with the effective or affirmed date of each rating.

	DPL	DP&L	Outlook	Effective or Affirmed
Fitch Ratings	BBB-	BBB	Stable	October 2018
Moody's Investors Service, Inc.	Ba1	Baa2	Stable	June 2019
Standard & Poor's Financial Services LLC	BBB-	BBB-	Negative	October 2019

If the rating agencies were to reduce our debt or credit ratings, our borrowing costs may increase, our potential pool of investors and funding resources may be reduced, and we may be required to post additional collateral under selected contracts. These events could have an adverse effect on our results of operations, financial condition and cash flows. In addition, any such reduction in our debt or credit ratings may adversely affect the trading price of our outstanding debt securities.

Off-Balance Sheet Arrangements

For information on guarantees, commercial commitments, and contractual obligations, see Part I, Item 1, Note 10 – Contractual Obligations, Commercial Commitments and Contingencies of Notes to DPL's Condensed Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

DPL’s Consolidated Financial Statements and DP&L’s Financial Statements are prepared in accordance with GAAP. In connection with the preparation of these financial statements, our management is required to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosure of contingent liabilities. These assumptions, estimates and judgments are based on our historical experience and assumptions that we believe to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. Our critical accounting estimates are those which require assumptions to be made about matters that are highly uncertain. Our significant accounting policies are described in Note 1 - Overview and Summary of Significant Accounting Policies of Notes to DPL's Consolidated Financial Statements.

Different estimates could have a material effect on our financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions or circumstances. Historically, however, recorded estimates have not differed materially from actual results. Significant items subject to such judgments include: the carrying value of property, plant and equipment; unbilled revenues; the valuation of allowances for deferred income taxes; regulatory assets and liabilities; reserves recorded for income tax exposures; litigation; contingencies; the valuation of AROs; and assets and liabilities related to employee benefits.

Revenue Recognition (including Unbilled Revenue)

Revenue is primarily earned from retail and wholesale electricity sales and electricity transmission and distribution delivery services. Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities.

38

Income Taxes

We are subject to federal and state income taxes. Our income tax provision requires significant judgment and is based on calculations and assumptions that are subject to examination by the U.S. Internal Revenue Service and other tax authorities. We regularly assess the potential outcome of tax examinations when determining the adequacy of our income tax provisions by considering the technical merits of the filing position, case law, and results of previous tax examinations. Accounting guidance for uncertainty in income taxes prescribes a more-likely-than-not recognition threshold and measurement requirements for financial statement reporting of our income tax positions. Tax reserves have been established which we believe to be adequate in relation to the potential for additional assessments. Once established, reserves are adjusted only when there is more information available or when an event occurs necessitating a change to the reserves. While we believe that the amount of the tax reserves is reasonable, it is possible that the ultimate outcome of current or future examinations may be materially different than the reserve amounts.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of the existing assets and liabilities, and their respective income tax bases. We establish a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

Regulatory Assets and Liabilities

Application of the provisions of GAAP relating to regulatory accounting requires us to reflect the effect of rate regulation in DPL’s Consolidated Financial Statements and DP&L’s Financial Statements. For regulated businesses subject to federal or state cost-of-service rate regulation, regulatory practices that assign costs to accounting periods may differ from accounting methods generally applied by non-regulated companies. When it is probable that regulators will permit the recovery of current costs through future rates charged to customers, we defer these costs as Regulatory assets that otherwise would be expensed by non-regulated companies. Likewise, we recognize Regulatory liabilities when it is probable that regulators will require customer refunds through future rates and when revenue is collected from customers for expenses that are not yet incurred. Regulatory assets are amortized into expense and Regulatory liabilities are amortized into income over the recovery period authorized by the regulator.

We evaluate our Regulatory assets to determine whether or not they are probable of recovery through future rates and make various assumptions in our analyses. The expectations of future recovery are generally based on orders issued by regulatory commissions or historical experience, as well as discussions with applicable regulatory authorities. If recovery of a regulatory asset is determined to be less than probable, it will be expensed in the period the assessment is made. We currently believe the recovery of our Regulatory assets is probable. See Note 3 - Regulatory Matters of Notes to DPL's Consolidated Financial Statements.

AROs

In accordance with the provisions of GAAP relating to the accounting for AROs, legal obligations associated with the retirement of long-lived assets are required to be recognized at their fair value at the time those obligations are incurred. Upon initial recognition of a legal liability, costs are capitalized as part of the related long-lived asset and allocated to expense over the useful life of the asset. These GAAP provisions also require that components of previously recorded depreciation related to the cost of removal of assets upon future retirement, whether legal AROs or not, must be removed from a company’s accumulated depreciation reserve and be reclassified as a regulatory liability. We make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities and expenses as they relate to AROs. These assumptions and estimates are based on historical experience and assumptions that we believe to be reasonable at the time. See Note 4 - Property, Plant and Equipment of Notes to DPL's Consolidated Financial Statements.

Impairments

In accordance with the provisions of GAAP relating to the accounting for impairments, long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset group. Impairment losses on assets held-for-sale are recognized based on the fair value of the disposal group. We determine the fair value of these assets based upon estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. In analyzing the fair value and

39

recoverability using future cash flows, we make projections based on a number of assumptions and estimates of growth rates, future economic conditions, assignment of discount rates and estimates of terminal values. An impairment loss is recognized if the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows. The measurement of impairment loss is the difference between the carrying amount and fair value of the asset.

Pension and Postretirement Benefits

We account for and disclose pension and postemployment benefits in accordance with the provisions of GAAP relating to the accounting for pension and other postemployment plans. These GAAP provisions require the use of assumptions, such as the discount rate for liabilities and long-term rate of return on assets, in determining the obligations, annual cost, and funding requirements of the plans. See Note 9 - Benefit Plans of Notes to DPL's Consolidated Financial Statements.

Contingent and Other Obligations

During the conduct of our business, we are subject to a number of federal and state laws and regulations, as well as other factors and conditions that potentially subject us to environmental, litigation, insurance and other risks. We periodically evaluate our exposure to such risks and record estimated liabilities for those matters where a loss is considered probable and reasonably estimable in accordance with GAAP. In recording such estimated liabilities, we may make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities and expenses as they relate to contingent and other obligations. These assumptions and estimates are based on historical experience and assumptions and may be subject to change. We believe such estimates and assumptions are reasonable.

Recently Issued Accounting Pronouncements

A discussion of recently issued accounting pronouncements is in Note 1 - Overview and Summary of Significant Accounting Policies of Notes to DPL's Condensed Consolidated Financial Statements and such discussion is incorporated by reference in this Management's Discussion and Analysis of Financial Condition and Results of Operations and made a part hereof.

40

BUSINESS

DPL is a diversified regional energy company incorporated under the laws of the State of Ohio in 1985 with three primary subsidiaries: DP&L, MVIC and AES Ohio Generation. DP&L is a public utility providing electric transmission and distribution services in West Central Ohio. MVIC is DPL’s captive insurance company that provides insurance services to DPL and its subsidiaries. AES Ohio Generation owns an undivided interest in a coal-fired generating facility and sells all of its energy and capacity into the wholesale market. DPL also has a wholly-owned business trust, Capital Trust II, formed for the purpose of issuing trust capital securities to investors. All of DPL’s subsidiaries are wholly-owned.

DP&L is a public utility incorporated in 1911 under the laws of Ohio. DP&L offers retail SSO electric service to residential, commercial, industrial and governmental customers in a 6,000 square mile area of West Central Ohio and has the exclusive right to provide distribution and transmission services to more than 524,000 customers in that service area. In addition to DP&L’s electric transmission and distribution businesses, DP&L has a 4.9% interest in OVEC, an electric generating company. OVEC has two electric generating stations located in Cheshire, Ohio and Madison, Indiana with a combined generation capacity of 2,109 MW. DP&L’s share of this generation capacity is 103 MW.

The principal industries located in DP&L’s service territory include automotive, food processing, paper, plastic, manufacturing and defense. DP&L’s sales reflect general economic and competitive conditions, seasonal weather patterns of the area and the growth of energy efficiency initiatives, however, its distribution revenues have been decoupled from weather and energy efficiency variations beginning January 1, 2019 as a result of the decoupling rider the PUCO approved in the DRO.

DPL strives to achieve stable, long-term growth through efficient operations and strong customer and regulatory relations. More specifically, DPL’s strategy is to utilize the transmission and distribution assets that transfer electricity at the most efficient cost, and to maintain the highest level of customer service and reliability. DPL’s total consolidated revenue and net income for the nine months ended September 30, 2019 were $592.2 million and $61.4 million, respectively. In addition, as of September 30, 2019, DPL had total assets of approximately $1.8 billion. DPL’s business is not dependent on any single customer or group of customers.

DPL’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DPL applies the accounting standards for regulated operations to DPL’s electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs or overcollections of riders.

Seasonality

The power delivery business is seasonal and weather patterns have a material effect on energy demand. In the region we serve, demand for electricity is generally greater in the summer months associated with cooling and in the winter months associated with heating compared to other times of the year. DP&L’s sales typically reflect the seasonal weather patterns and the growth of energy efficiency initiatives, however, after the approval of the distribution rate order in 2018, our distribution revenues have been decoupled from weather and energy efficiency variations. Because of the impact of the new decoupling rider (effective January 1, 2019) and because DP&L’s generation has greatly decreased in recent years due to plant sales and closures, we expect that weather and other factors influencing demand will have minimal impact on our net operating results going forward.

Storm activity can also have an adverse effect on our operating performance. Severe storms often damage transmission and distribution equipment, thereby causing power outages, which increase repair costs. Partially mitigating this impact is DP&L’s ability to recover certain repair costs related to severe storms.

Rate Regulation and Government Legislation

DP&L’s delivery service to all retail customers as well as the provisions of its SSO service are regulated by the PUCO. In addition, certain costs are considered to be non-bypassable and are therefore assessed to all of DP&L’s retail customers, under the regulatory authority of the PUCO, regardless of the customer’s retail electric supplier. DP&L’s transmission rates are subject to regulation by the FERC under the Federal Power Act.

41

Ohio law establishes the process for determining SSO and non-bypassable rates charged by public utilities. Regulation of retail rates encompasses the timing of applications, the effective date of rate changes, the cost basis upon which the rates are set and other service-related matters. Ohio law also established the Office of the Ohio Consumers’ Counsel, 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 such matters relate to the costs associated with the provision of public utility service. Based on existing PUCO and FERC authorization, regulatory assets and liabilities are recorded on both DPL and DP&L’s balance sheets.

Competition and Regulation

Ohio Matters

Ohio Retail Rates

DP&L filed an amended stipulation to its 2017 ESP case on March 13, 2017. The PUCO issued a final decision on October 20, 2017, modifying and adopting the amended stipulation and recommendation. The six-year 2017 ESP establishes DP&L’s framework for providing retail service on a going-forward basis including rate structures, non-bypassable charges and other specific rate recovery true-up rider mechanisms.

On September 26, 2018, the PUCO issued the DRO establishing new base distribution rates for DP&L, which became effective October 1, 2018. The DRO approved, without modification, a stipulation and recommendation previously filed by DP&L, along with various intervening parties and the PUCO staff. The DRO established a revenue requirement of $248.0 million for DP&L’s electric service base distribution rates which reflects an increase to distribution revenues of approximately $29.8 million per year. In addition to the increase in base distribution rates, among other matters, the DRO also provides for a return on equity of 9.999% and a cost of long-term debt of 4.8%. For more information regarding DPL’s ESP and DRO, see Note 3 of the Notes to DPL’s consolidated financial statements.

In December 2018, DP&L filed a Distribution Modernization Plan (“DMP”) with the PUCO proposing to invest $576.0 million in capital projects over the next 10 years. There are eight principal components of DP&L’s DMP: 1) Smart Meters, 2) Self-Healing Grid, 3) Customer Engagement, 4) Enhancing Sustainability and Embracing Innovation. 5) Telecommunications, 6) Physical and Cyber Security, 7) Governance and Analytics, and 8) Grid Modernization R&D.

These initiatives will also allow DP&L to be ready to leverage and integrate Distributed Energy Resources into its grid, including demonstrations of community solar, energy storage, microgrids, as well as Electric Vehicle charging infrastructure. If approved, DP&L will implement a comprehensive grid modernization project that will deliver benefits to customers, society as a whole and to the Company.

On January 22, 2019, DP&L filed a request with the PUCO for a two-year extension of its distribution modernization rider (“DMR”) through October 2022, in the proposed amount of $199.0 million for each of the two additional years. The request was made pursuant to the PUCO’s October 20, 2017 ESP order, which approved the DMR and granted DP&L the option to file for a two-year extension. The extension request was set at a level expected to reduce both DPL and DP&L’s debt obligations and to position DP&L to make capital expenditures to maintain and modernize its electric grid. To that end, DP&L’s DMP investments are contingent upon the PUCO approving the two-year extension of its DMR.

A rehearing process in DP&L's 2017 ESP case, including the DMR, remains pending. On August 1, 2019, DP&L filed a supplemental brief with the PUCO focused on the applicability of a recent court decision involving another Ohio utility’s DMR which is similar to, but not identical to, DP&L’s DMR.

Ohio law and the PUCO rules contain targets relating to renewable energy, peak demand reduction and energy efficiency standards. If any targets are not met, compliance penalties will apply unless the PUCO makes certain findings that would excuse performance. DP&L is in full compliance with energy efficiency, peak demand reduction and renewable energy targets. DP&L is required to file an energy efficiency portfolio plan to demonstrate how it plans to meet the standards. On June 15, 2017, DP&L filed an energy efficiency portfolio plan for programs in years

42

2018 through 2020, which was settled and approved by the PUCO on December 20, 2017. DP&L recovers the costs of its compliance with Ohio energy efficiency and renewable energy standards through separate riders which are reviewed and audited by the PUCO.

The rates associated with providing transmission service and wholesale electric sales and ancillary services are subject to FERC jurisdiction. While DP&L has market-based rate authority for wholesale electric sales, DP&L would be required to file an application at FERC under section 205 of the Federal Power Act, 15 U.S.C. section 824d, to change any of its cost-based transmission or ancillary service rates.

As a member of PJM, DP&L receives revenues from the RTO related to its transmission assets and incurs costs associated with its load obligations for retail customers. Ohio law includes a provision that would allow Ohio electric utilities to seek and obtain a reconcilable rider to recover RTO-related costs and credits. DP&L continues to recover non-market-based transmission and ancillary costs through its transmission rider.

DP&L is subject to a significantly excessive earnings test (“SEET”) threshold and is required to apply general rules for calculating earnings and comparing them to a comparable group to determine whether there were significantly excessive earnings during a given calendar year. In future years, the SEET could have a material effect on results of operations, financial condition and cash flows. See Note 3 of the notes to our consolidated financial statements.

Ohio Competitive Considerations and Proceedings

Since January 2001, DP&L’s electric customers have been permitted to choose their retail electric generation supplier. DP&L continues to have the exclusive right to provide delivery service in its state-certified territory and the obligation to procure and provide electricity to SSO customers that do not choose an alternative supplier. The PUCO maintains jurisdiction over DP&L’s delivery of electricity, SSO and other retail electric services.

As part of Ohio’s electric deregulation law, all of the state’s investor-owned utilities were required to join an RTO. DP&L is a member of the PJM RTO. The role of the RTO is to administer a competitive wholesale market for electricity and ensure reliability of the transmission grid. PJM ensures the reliability of the high-voltage electric power system serving more than 50 million people in all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and the District of Columbia. PJM coordinates and directs the operation of the region’s transmission grid, administers the world’s largest competitive wholesale electricity market and plans regional transmission expansion improvements to maintain grid reliability and relieve congestion.

Like other electric utilities and energy marketers, AES Ohio Generation may sell or purchase electric products in the wholesale market. AES Ohio Generation competes with other generators, power marketers, privately and municipally-owned electric utilities and rural electric cooperatives when selling electricity. The ability of AES Ohio Generation to sell this electricity will depend not only on the performance of its generating unit, but also on how AES Ohio Generation’s prices, terms and conditions compare to those of other suppliers.

Ohio House Bill 6

On July 23, 2019, the Governor of Ohio signed Ohio House Bill 6, which, among other things, does the following:

• beginning January 1, 2020, replaces DP&L’s non-bypassable Reconciliation Rider, permitting DP&L to defer, recover or credit the net proceeds from selling energy and capacity received as part of DP&L’s interest in OVEC and its OVEC-related costs through 2023, with a non-bypassable recovery mechanism for recovery of prudently incurred OVEC costs through 2030;

• eliminates the annual energy efficiency targets for Ohio utilities after 2020;

• allows Ohio utilities to construct customer-sited renewable generation for mercantile customers or groups of mercantile customers, the costs of which may only be recovered from those customers.

43

Environmental Matters

DPL's and DP&L’s facilities and operations are subject to a wide range of federal, state and local environmental laws, rules and regulations. The environmental issues that may affect us include the following. However, as described further below, as a result of DPL’s decision to retire the Stuart and Killen generating stations, the sale of DPL’s ownership interest in the Miami Fort and Zimmer generating stations, the planned 2020 retirement of Conesville, and DP&L transferring its generation assets to AES Ohio Generation in 2017, certain of these environmental regulations and laws are now not expected to have a material impact on us with respect to these generating stations.

• The federal Clean Air Act (“CAA”) and state laws and regulations (including state implementation plans) which require compliance, obtaining permits and reporting as to air emissions;

• Litigation with federal and certain state governments and certain special interest groups regarding whether modifications to or maintenance of certain coal-fired generating stations require additional permitting or pollution control technology, or whether emissions from coal-fired generating stations cause or contribute to global climate change;

• Rules and future rules issued by the USEPA, the Ohio Environmental Protection Agency (the “Ohio EPA”) or other authorities that require or will require substantial reductions in SO₂, particulates, mercury, acid gases, NOx, and other air emissions;

• Rules and future rules issued by the USEPA, the Ohio EPA or other authorities that require or will require reporting and reductions of GHGs;

• Rules and future rules issued by the USEPA, the Ohio EPA or other authorities associated with the federal Clean Water Act (“CWA”), which prohibits the discharge of pollutants into waters of the United States except pursuant to appropriate permits and regulates the design and operation of cooling water intake structures for power plants and other industrial facilities; and

• Solid and hazardous waste laws and regulations, which govern the management and disposal of certain waste.

In addition to imposing continuing compliance obligations, these laws, rules and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. In the normal course of business, we have investigatory and remedial activities underway at our facilities to comply, or to determine compliance, with such laws, rules and regulations. We record liabilities for loss contingencies related to environmental matters when the chance of a loss occurring is probable and can be reasonably estimated in accordance with the provisions of GAAP. Accordingly, we have immaterial accruals for loss contingencies for environmental matters. We also have a number of environmental matters for which we have not accrued loss contingencies because the risk of loss is not probable, or a loss cannot be reasonably estimated. We evaluate the potential liability related to environmental matters quarterly and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material adverse effect on our results of operations, financial condition or cash flows. See Note 11 of the notes to our consolidated financial statements for more information regarding environmental risks, laws and regulations and legal proceedings to which we are and may be subject to in the future.

In response to Executive Orders from the U.S. President, the USEPA is currently evaluating various existing regulations to be considered for repeal, replacement, or modification. We cannot predict at this time the likely outcome of the USEPA’s review of these or other existing regulations or what impact it may have on our business.

We have several pending environmental matters associated with our current and previously owned and operated coal-fired generation units. Some of these matters could have material adverse impacts on our results of operations, financial condition or cash flows.

44

Environmental Matters Related to Air Quality

As a result of DPL’s decision to retire the Stuart and Killen generating stations, the sale of DPL’s ownership interest in the Miami Fort and Zimmer generating stations, the planned 2020 retirement of Conesville and DP&L transferring its generation assets to AES Ohio Generation in 2017, the following environmental matters, regulations and requirements are now not expected to have a material impact on us:

• The CAA and the following regulations:

• The Cross-State Air Pollution Rule and associated updates;

• Mercury and Air Toxic Standards and any associated regulatory or judicial processes;

• National Ambient Air Quality Standards; and

• The Clean Power Plan, the USEPA’s final CO2 emission rules for existing power plants under CAA Section 111(d) or a potential replacement rule, for example, the Affordable Clean Energy Rule.

Litigation Involving Co-Owned Stations

As a result of a 2008 consent decree entered into with the Sierra Club and approved by the U.S. District Court for the Southern District of Ohio, DPL and the other owners of the Stuart generating station are subject to certain specified emission targets related to NOX, SO2 and particulate matter. The consent decree also includes commitments for energy efficiency and renewable energy activities. An amendment to the consent decree was entered into and approved in 2010 to clarify how emissions would be computed during startups. Given that all of the commitments have been met and with the retirement of the Stuart generating station, DPL and the other owners plan to submit a request for termination of the consent decree.

Notices of Violation Involving Co-Owned Units

In June 2000, the USEPA issued a notice of violation (“NOV”) to the then DP&L-operated Stuart generating station (co-owned by AES Ohio Generation, AEP Generation Resources Inc. (“AEP Generation”) and Dynegy, Inc. for alleged violations of the CAA. The NOV contained allegations consistent with NOVs and complaints that the USEPA had brought against numerous other coal-fired utilities in the Midwest. The NOV indicated the USEPA may: (1) issue an order requiring compliance with the requirements of the Ohio SIP; or (2) bring a civil action seeking injunctive relief and civil penalties of up to $27,500 per day for each violation. To date, neither action has been taken. We cannot predict the outcome of this matter.

On September 9, 2011, DP&L received an NOV from the USEPA with respect to its then co-owned Stuart generating station based on a compliance evaluation inspection conducted by the USEPA and the Ohio EPA in 2009. The notice alleged non-compliance by DP&L with certain provisions of the Resource Conservation and Recovery Act (“RCRA”), the CWA National Pollutant Discharge Elimination System (“NPDES”) permit program and the station’s storm water pollution prevention plan. The notice requested that DP&L respond with the actions it has subsequently taken or plans to take to remedy the USEPA’s findings and ensure that further violations will not occur. Based on its review of the findings, although there can be no assurance, we believe that the notice will not result in any material effect on our results of operations, financial condition or cash flows.

In January 2015, DP&L received NOVs from the USEPA alleging violations in opacity at the Stuart and Killen generating stations in 2014. On February 15, 2017, the USEPA issued an NOV alleging violations in opacity at the Stuart generation station in 2016. Operations at both Stuart and Killen have ceased. However, we are currently unable to predict the outcome of these matters.

Notices of Violation Involving Wholly-Owned Stations

On November 18, 2009, the USEPA issued an NOV to DP&L for alleged New Source Review, a preconstruction program regulating new or significantly modified sources of air pollution (“NSR”), violations of the CAA at the Hutchings energy generating unit, which was closed in 2013, relating to capital projects performed in 2001 involving Unit 3 and Unit 6. We do not believe that the two projects described in the NOV were modifications subject to NSR. We cannot predict the outcome of this matter.

45

Environmental Matters Related to Water Quality, Waste Disposal and Ash Ponds

As a result of DPL’s decision to retire the Stuart and Killen generating stations, the sale of DPL’s ownership interest in the Miami Fort and Zimmer generating stations, the planned 2020 retirement of Conesville and DP&L transferring its generation assets to AES Generation in 2017, the following environmental matters, regulations and requirements are now not expected to have a material impact on DPL with respect to these generating stations (although certain of these requirements related to water quality, waste disposal and CCR are discussed further below):

• water intake regulations, including those finalized by the USEPA on May 19, 2014;

• the appeal of the NPDES permit governing the discharge of water from the Stuart generating station;

• revised technology-based regulations governing water discharges from steam electric generating facilities, finalized by the USEPA on November 3, 2015 and commonly referred to as the Steam Electric Power Effluent Limitations Guidelines rules; and

• CWA rules for Selenium.

Clean Water Act-Regulation of Water Discharge

On January 7, 2013, the Ohio EPA issued a final NPDES permit to the Stuart generating station which included a compliance schedule for performing a study to justify an alternate thermal limitation or take undefined measures to meet certain temperature limits. On February 1, 2013, DP&L appealed various aspects of the final permit to the Environmental Review Appeals Commission. On August 8, 2019, the ERAC dismissed the appeal in response to a Joint Motion to Dismiss. As a result of DPL’s decision to retire the Stuart generating station we do not expect this to have a material impact on us.

Clean Water Act rules for Selenium

On July 13, 2016, the USEPA published the final updated chronic aquatic life criterion for the pollutant selenium in freshwater per section 304(a) of the CWA. The rule will be implemented after state rulemaking occurs, and requirements will be incorporated into NPDES permits with compliance schedules in some cases. It is too early in the rulemaking process to determine the impact, if any, on our operations, financial position or results of operations.

Regulation of Waste Disposal

In 2002, DP&L and other parties received a special notice that the USEPA considered DP&L to be a potentially responsible party (“PRP”) for the clean-up of hazardous substances at a third-party landfill known as the South Dayton Dump (“Landfill”). Several of the parties voluntarily accepted some of the responsibility for contamination at the Landfill and, in May 2010, three of those parties, Hobart Corporation, Kelsey-Hayes Company, and NCR Corporation (“PRP Group”), filed a civil complaint in Ohio federal court (the “District Court”) against DP&L and numerous other defendants, alleging that the defendants contributed to the contamination at the Landfill and were liable for contribution to the PRP Group for costs associated with the investigation and remediation of the site.

While DP&L was able to get the initial case dismissed, the PRP Group subsequently, in 2013, entered into an additional Administrative Settlement Agreement and Order on Consent (“ASAOC”) with the USEPA relating to vapor intrusion and again filed suit against DP&L and other defendants. Trial for that issue was scheduled to be held in 2019, but the District Court recently vacated that trial date and it is unknown when it will be rescheduled. Plaintiffs also attempted to add an additional ASAOC they entered into in 2016 pertaining to the investigation and remediation of all hazardous substances present in the Landfill-potentially including undefined areas outside the original dump footprint-to the vapor intrusion trial proceeding. The District Court allowed the claim to be added to the litigation but ruled that the 2016 ASAOC could not be adjudicated until after completion of the remedial investigation feasibility study, which is expected to be complete years after the vapor intrusion trial. While DP&L is unable to predict the outcome of these matters, if DP&L were required to contribute to the clean-up of the site, it could have a material adverse effect on our business, financial condition or results of operations.

On October 16, 2019, DP&L received a special notice that USEPA considers DP&L, along with other parties, to be a PRP for the clean-up of hazardous substances at a third-party landfill known as the Tremont City Barrel Site, located near Dayton, Ohio. While DP&L is unable to predict the outcome of this matter, if DP&L were required to contribute to the clean-up of the site, it could have a material adverse effect on our business, financial condition or results of operations.

46

Regulation of CCR

The USEPA's final CCR rule became effective in October 2015. Generally, the rule regulates CCR as nonhazardous solid waste and establishes national minimum criteria for existing and new CCR landfills and existing and new CCR ash ponds, including location restrictions, design and operating criteria, groundwater monitoring, corrective action and closure requirements and post-closure care. On December 16, 2016, President Obama signed into law the Water Infrastructure Improvements for the Nation Act ("WIIN Act"), which includes provisions to implement the CCR rule through a state permitting program, or if the state chooses not to participate, a possible federal permit program. The USEPA has indicated that they will implement a phased approach to amending the CCR rule.

In July 2018, the USEPA published final CCR rule amendments (Phase One, Part One) in the Federal Register. In August 2018, the D.C. Circuit Court issued a decision in certain CCR litigation matters, which may result in additional revisions to the CCR Rule. In October 2018, some environmental groups filed a petition for review challenging the USEPA's final CCR rule amendments (Phase One, Part One) which have since been remanded without vacatur to the USEPA. On August 14, 2019, the USEPA published amendments to the CCR rule; the amendment published on August 14, 2019 relates to the CCR rule’s criteria for determining beneficial use and the regulation of CCR piles, among other revisions. The CCR rule, current or proposed amendments to the CCR rule, the results of groundwater monitoring data or the outcome of CCR-related litigation could have a material impact on our business, financial condition and results of operations.

47

DESCRIPTION OF THE NOTES

In this Description of the Notes, “DPL” refers only to DPL Inc. and any successor obligor on the notes, and not to any of its subsidiaries, and references to the “Company,” “we,” “us,” and “our” refer to DPL. You can find the definitions of certain terms used in this description under “-Certain Definitions.”

We issued the notes under an indenture in an aggregate principal amount of $400,000,000 between us and U.S. Bank National Association, as trustee, dated as of April 17, 2019. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939 (the “Trust Indenture Act”).

The following is a summary of the material provisions of the indenture and the notes. Because this is a summary, it may not contain all the information that is important to you. You should read the indenture in its entirety because it, not this description, defines your rights as holders of the notes. Copies of the indenture are available as described under “Where You Can Find More Information,” and the indenture is filed as an exhibit to the registration statement of which this prospectus is part.

In exchange for the notes issued on April 17, 2019, we are issuing the new notes under the indenture for public resale pursuant to this prospectus. All references to notes below refer to the old notes and/or the new notes unless the context otherwise requires.

Basic Terms of Notes

The notes:

• are senior unsecured obligations of DPL;

• are effectively subordinated to any secured senior obligations of DPL, to the extent of the value of the collateral securing such obligations;

• rank equally with the existing and future unsubordinated and unsecured obligations of DPL;

• are structurally subordinated in right of payment to obligations of the subsidiaries of DPL;

• mature on April 15, 2029;

• are issued in an original aggregate principal amount of $400.0 million; and

• bear interest at 4.35% per annum, payable semiannually on each April 15 and October 15 to holders of record on the April 1 or October 1 immediately preceding the interest payment date. Interest on the notes accrues from the most recent date to which interest has been paid.

Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Our ability to pay interest on the notes will be dependent upon the receipt of dividends and other distributions from our direct and indirect subsidiaries, including The Dayton Power and Light Company (“DP&L”) in particular. The availability of distributions from our subsidiaries is subject to the satisfaction of various covenants and conditions contained in the applicable subsidiaries’ existing and future financing and governance documents.

The indenture does not limit the amount of debt securities we may issue under the indenture and provides that debt securities may be issued from time to time in one or more series. We may from time to time, without notice to or the consent of the holders of the notes, create and issue additional debt securities (“Additional Notes”) under the indenture governing the notes having the same terms as, and ranking equally with, the notes in all respects (except for the offering price and issue date). Any Additional Notes, together with the notes offered hereby, will constitute a single series of notes under the indenture, and will be treated as a single class for all purposes thereunder, including voting under the indenture; provided that, if the Additional Notes are not fungible with the notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number.

48

Optional Redemption

Prior to January 15, 2029 (the date that is three months prior to the maturity date), we may redeem the notes at our option, at any time in whole or from time to time in part, on at least 20 days’ prior written notice mailed to the registered holders of the notes, at a redemption price, together with accrued and unpaid interest to the date of redemption, equal to the greater of:

• 100% of the principal amount of the notes being redeemed; or

• the sum of the present values of the principal amount of the notes to be redeemed and the remaining scheduled payments of interest on the notes from the redemption date to January 15, 2029 (the date that is three months prior to the maturity date), discounted from their respective scheduled payment dates to the redemption date semiannually, assuming a 360-day year consisting of twelve 30-day months, at a discount rate equal to the Treasury Rate (as defined herein) plus 30 basis points.

On or after January 15, 2029 (the date that is three months prior to the maturity date), we may redeem the notes at our option, at any time in whole or from time to time in part, on at least 30 days’ prior written notice mailed to the registered holders of the notes, at a redemption price equal to 100% of the principal amount of the notes being redeemed, together with accrued and unpaid interest to the date of redemption.

For purposes of the foregoing discussion of our right to redeem the notes, the following definitions are applicable:

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term (as measured from the date of redemption) of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Quotation Agent” means any Reference Treasury Dealer appointed by us.

“Reference Treasury Dealer” means (i) each of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealers selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The redemption price will be calculated by the Quotation Agent and we, the trustee and any paying agent for the notes of that series to be redeemed will be entitled to rely on such calculation. It shall be the Company’s sole obligation to calculate the present value of the payments in connection with a redemption and the trustee shall have no obligation to calculate or verify any such payment amounts.

Notice of redemption must be given not less than 30 days nor more than 60 days prior to the date of redemption. If fewer than all the notes are to be redeemed, selection of notes for redemption will be made by the trustee in any manner the trustee deems fair and appropriate.

49

Unless we default in payment of the redemption price from and after the redemption date, the notes or portions of them called for redemption will cease to bear interest, and the holders of the notes will have no right in respect to such notes except the right to receive the redemption price for them.

No Other Mandatory Redemption or Sinking Fund

There will be no mandatory redemption or sinking fund payments for the notes.

Repurchase at the Option of Holders

If a Change of Control Triggering Event (as defined herein) occurs, unless we have exercised our right to redeem the notes as described above, holders of all outstanding notes will have the right to require us to repurchase all or any part (no note of a principal amount of $2,000 or less will be repurchased in part) of their notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the indenture. In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to, but excluding, the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, we will be required to send a notice to holders of notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture and described in such notice. We must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the notes, we will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control provisions of the notes by virtue of such conflicts.

On the Change of Control Payment Date, we will be required, to the extent lawful, to:

• accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

• deposit with the paying agent, which shall initially be the trustee, an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

• deliver or cause to be delivered to the trustee the notes properly accepted.

The definition of Change of Control (defined herein) includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of us and our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of us and our subsidiaries taken as a whole to another person may be uncertain.

For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any person (as such term is used in Section 13(d) of the Exchange Act) other than the Company or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any person (as such term is used in Section 13(d) of the Exchange Act) other than a Permitted Holder (as defined herein) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock; or (3) the first day on which a majority of the members of the Company’s board of directors are not Continuing Directors of the Company.

“Change of Control Triggering Event” means the occurrence of a Rating Event and a Change of Control.

“Continuing Directors” means, as of any date of determination, any member of the applicable board of directors who (1) was a member of such board of directors on the date of the issuance of the notes; or (2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were

50

members of such board of directors at the time of such nomination or election (either by vote of the board of directors or by approval of the stockholders, or, if applicable, after receipt of a proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Permitted Holder” means, at any time, AES and its Affiliates. In addition, any person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Rating Agencies” means (a) each of Fitch, Moody’s and S&P and (b) if any of Fitch, Moody’s or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” (within the meaning of Section 3(a)(62) of the Exchange Act) selected by us as a replacement Rating Agency for a former Rating Agency.

“Rating Event” means the rating on the notes is lowered by two of the three Rating Agencies on any day within the period commencing on the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or our intention to effect a Change of Control and ending 60 days following the consummation of such Change of Control (which 60-day period will be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies).

“Voting Stock” of any specified person means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

It shall be the Company’s sole obligation to determine if a Rating Event has occurred and the trustee shall have no obligation to determine or verify if such an event has occurred.

Ranking

Structural Subordination. DPL is a holding company. Substantially all of DPL’s operations are conducted through its subsidiaries. Claims of creditors of DPL’s subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those subsidiaries, and claims of preferred and minority stockholders (if any) of those subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of DPL, including holders of the notes. The notes will be effectively subordinated in right of payment to creditors (including trade creditors) and preferred and minority stockholders (if any) of DPL’s subsidiaries.

At September 30, 2019, DPL’s direct and indirect subsidiaries had approximately $574.2 million in long-term debt, all of which would be effectively senior to the notes. Moreover, the indenture does not impose any limitation on the incurrence of additional liabilities or the issuance of additional preferred stock or minority interests by subsidiaries of DPL (subject to compliance with the Limitation on Liens covenant in the case of secured debt).

The notes are senior unsecured obligations of DPL and are effectively subordinated to any secured senior obligations of DPL, to the extent of the value of the collateral securing such obligations. The notes rank equally in right of payment with the existing and future unsubordinated and unsecured obligations of DPL and are structurally subordinated to obligations of the subsidiaries of DPL.

Moreover, as a holding company, DPL owns assets primarily through its ownership interests in its subsidiaries. None of its subsidiaries is obligated under the notes and none of its subsidiaries will guarantee the notes. DPL’s principal asset is its ownership interest in DP&L. DP&L is a regulated public utility and is subject to regulation at both the state and federal level. At the state level, it is subject to regulation by the PUCO. At the federal level, it is subject to regulation by FERC. See “Business-Rate Regulation and Government Legislation” and “Business-Competition and Regulation” appearing elsewhere in this prospectus. Regulation by the PUCO and FERC includes regulation with respect to the change of control and transfer or ownership of utility property. Accordingly, if the trustee under the indenture or the holders of the notes institute proceedings against us with respect to the notes, the remedies available to them may be limited and may be subject to the approval by the PUCO and FERC.

Open Market Purchases

DPL may at any time purchase notes in the open market or otherwise at any price. Any such purchased notes will not be resold, except in compliance with applicable requirements or exemptions under the relevant securities laws.

51

Covenants

Except as otherwise set forth under “-Defeasance and Discharge” below, for so long as any notes remain outstanding or any amount remains unpaid on any of the notes, we will comply with the terms of the covenants set forth below.

Payment of Principal and Interest

We will duly and punctually pay the principal of and interest on the notes in accordance with the terms of the notes and the indenture.

Merger, Consolidation, Sale, Lease or Conveyance

The indenture provides that we may not consolidate or merge with or into (whether or not we are the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our properties or assets in one or more related transactions, to another Person or entity unless (i) we are the surviving entity or the entity or the Person formed by or surviving any such consolidation or merger (if other than us) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the entity or Person formed by or surviving any such consolidation or merger (if other than us) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all of our obligations under the notes and the indenture pursuant to a supplemental indenture; and (iii) immediately after such transaction no Default or Event of Default exists.

Limitations on Liens

Neither we nor any Significant Subsidiary (as defined herein) may issue, assume or guarantee any Indebtedness secured by a Lien upon any property or assets (other than any cash or cash equivalents) of us or such Significant Subsidiary (including, for the avoidance of doubt, any common stock of DP&L), as applicable, without effectively providing that the outstanding notes (together with, if we so determine, any other indebtedness or obligation then existing or thereafter created ranking equally with the notes) will be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness is so secured.

The foregoing limitation on Liens will not, however, apply to:

(1) Liens in existence on the date of original issue of the notes;

(2) any Lien created or arising over any property which is acquired, constructed or created by us or any of our Significant Subsidiaries, but only if:

(a) such Lien secures only principal amounts (not exceeding the cost of such acquisition, construction or creation) raised for the purposes of such acquisition, construction or creation, together with any costs, expenses, interest and fees incurred in relation to that property or a guarantee given in respect of that property;

(b) such Lien is created or arises on or before 180 days after the completion of such acquisition, construction or creation; and

(c) such Lien is confined solely to the property so acquired, constructed or created;

(3) (a) rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for our benefit and/or a Significant Subsidiary or in connection with the issuance of letters of credit for our benefit and/or a Significant Subsidiary;

(b) any Lien on accounts receivable securing our Indebtedness and/or a Significant Subsidiary incurred in connection with the financing of such accounts receivable;

(c) any Lien incurred or deposits made in the ordinary course of business, including, but not limited to, (1) any mechanic’s, materialmen’s, carrier’s, workmen’s, vendors’ and other like Liens and (2) any Liens securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security;

52

(d) any Lien upon specific items of inventory or other goods of us and/or a Significant Subsidiary and the proceeds thereof securing obligations of us and/or a Significant Subsidiary in respect of bankers’ acceptances issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods;

(e) any Lien incurred or deposits made securing the performance of tenders, bids, leases, trade contracts (other than for borrowed money), statutory obligations, surety bonds, appeal bonds, government contracts, performance bonds, return-of-money bonds, letters of credit not securing borrowings and other obligations of like nature incurred in the ordinary course of business;

(f) any Lien created by us or a Significant Subsidiary under or in connection with or arising out of a Currency, Interest Rate or Commodity Agreement (as defined herein) or any transactions or arrangements entered into in connection with the hedging or management of risks relating to the electricity or natural gas distribution industry, including a right of set off or right over a margin call account or any form of cash or cash collateral or any similar arrangement for obligations incurred in respect of Currency, Interest Rate or Commodity Agreements;

(g) any Lien arising out of title retention or like provisions in connection with the purchase of goods and equipment in the ordinary course of business; and

(h) any Lien securing reimbursement obligations under letters of credit, guaranties and other forms of credit enhancement given in connection with the purchase of goods and equipment in the ordinary course of business;

(4) Liens in favor of us or a subsidiary of ours;

(5) (a) Liens on any property or assets acquired from an entity which is merged with or into us or a Significant Subsidiary or any Liens on the property or assets of any entity existing at the time such entity becomes a subsidiary of ours and, in either case, is not created in anticipation of the transaction, unless the Lien was created to secure or provide for the payment of any part of the purchase price of that entity;

(b) any Lien on any property or assets existing at the time of its acquisition and which is not created in anticipation of such acquisition, unless the Lien was created to secure or provide for the payment of any part of the purchase price of such property or assets; and

(c) any Lien created or outstanding on or over any asset of any entity which becomes a Significant Subsidiary on or after the date of the issuance of the notes, where the Lien is created prior to the date on which that entity becomes a Significant Subsidiary;

(6) (a) Liens required by any contract, statute or regulation in order to permit us or a Significant Subsidiary to perform any contract or subcontract made by it with or at the request of a governmental entity or any governmental department, agency or instrumentality, or to secure partial, progress, advance or any other payments by us or a Significant Subsidiary to such governmental unit under the provisions of any contract, statute or regulation;

(b) any Lien securing industrial revenue, development, pollution control, solid waste disposal or similar bonds issued by or for our benefit or a Significant Subsidiary, provided that such industrial revenue, development, pollution control or similar bonds do not provide recourse generally to us and/or such Significant Subsidiary; and

(c) any Lien securing taxes or assessments or other applicable governmental charges or levies;

(7) any Lien which arises under any order of attachment, restraint or similar legal process arising in connection with court proceedings and any Lien which secures the reimbursement obligation for any bond obtained in connection with an appeal taken in any court proceeding, so long as the execution or other enforcement of such Lien arising under such legal process is effectively stayed and the claims secured by that Lien are being contested in good faith and, if appropriate, by appropriate legal proceedings, and any Lien in favor of a plaintiff or defendant in any action before a court or tribunal as security for costs and/or expenses;

(8) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens referred to in the foregoing clauses, for amounts not exceeding the principal amount of the

53

Indebtedness secured by the Lien so extended, renewed or replaced, provided that such extension, renewal or replacement Lien is limited to all or a part of the same property or assets that were covered by the Lien extended, renewed or replaced (plus improvements on such property or assets);

(9) any Lien created in connection with Project Finance Debt;

(10) any Lien created by DP&L or its subsidiaries securing Indebtedness of DP&L or its subsidiaries;

(11) any Lien created in connection with the securitization of some or all of the assets of DP&L and the associated issuance of Indebtedness as authorized by applicable state or federal law in connection with the restructuring of jurisdictional electric or gas businesses;

(12) any Lien on stock created in connection with a mandatorily convertible or exchangeable stock or debt financing, provided that any such financing may not be secured by or otherwise involve the creation of a Lien on any capital stock of DP&L or any successor entity to DP&L; and

(13) any Lien under one or more credit facilities for Indebtedness in an aggregate principal amount outstanding at any time not to exceed 10% of Consolidated Net Assets.

Reports and Other Information

At any time that we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or do not otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the indenture requires us to deliver (which may be accomplished through the posting on the internet) to the trustee and to holders of the notes, without cost to any holder:

(1) within 90 days after the end of each fiscal year, audited financial statements; and

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly unaudited financial statements.

Events of Default

An Event of Default with respect to the notes is defined in the indenture as being:

(1) default for 30 days in the payment of any interest on the notes;

(2) default in the payment of principal of or any premium on, the notes at maturity, upon redemption, upon required purchase, upon acceleration or otherwise;

(3) default in the performance, or breach, of any covenant or obligation in the indenture and continuance of the default or breach for a period of 30 days after written notice specifying the default is given to us by the trustee or to us and the trustee by the holders of at least 25% in aggregate principal amount of the notes;

(4) default in the payment of the principal of any bond, debenture, note or other evidence of indebtedness, in each case for money borrowed, issued by us, or in the payment of principal under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for Borrowed Money, of us or any Significant Subsidiary if such Indebtedness for Borrowed Money is not Project Finance Debt and provides for recourse generally to us or any Significant Subsidiary, which default for payment of principal is in an aggregate principal amount exceeding $40 million when such indebtedness becomes due and payable (whether at maturity, upon redemption or acceleration or otherwise), if such default shall continue unremedied or unwaived for more than 30 business days and the time for payment of such amount has not been expressly extended (until such time as such payment default is remedied, cured or waived);

(5) a court having jurisdiction enters a decree or order for:

• relief in respect of us or any of our Significant Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect; or

54

• appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official of us or any of our Significant Subsidiaries or for all or substantially all of the property and assets of us or any of our Significant Subsidiaries; or

• the winding up or liquidation of our affairs or any of our Significant Subsidiaries;

• and, in either case, such decree or order remains unstayed and in effect for a period of 60 consecutive days; or

(6)    we or any of our Significant Subsidiaries:

• commences a voluntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law;

• consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official of us or any of our Significant Subsidiaries or for all or substantially all of the property and assets of us or any of our Significant Subsidiaries; or

• effects any general assignment for the benefit of creditors.

If an Event of Default (other than an Event of Default specified in clause (5) or (6) with respect to us) occurs and continues, then the trustee or the holders of at least 25% in principal amount of the notes then outstanding may, by written notice to us, and the trustee at the request of at least 25% in principal amount of the notes then outstanding will, declare the principal, premium, if any, and accrued interest on the outstanding notes to be immediately due and payable. Upon a declaration of acceleration, the principal, premium, if any, and accrued interest shall be immediately due and payable.

If an Event of Default specified in clause (5) or (6) above occurs with respect to us, the principal, premium, if any, and accrued interest on the notes shall be immediately due and payable, without any declaration or other act on the part of the trustee or any holder.

The holders of at least a majority in principal amount of the notes may, by written notice to us and to the trustee, waive all past defaults with respect to the notes and rescind and annul a declaration of acceleration with respect to the notes and its consequences if:

• all existing Events of Default applicable to the notes other than the nonpayment of the principal, premium, if any, and interest on the notes that have become due solely by that declaration of acceleration, have been cured or waived; and

• the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

No holder of the notes will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture, or for the appointment of a receiver or trustee, or for any other remedy under the indenture, unless:

• such holder has previously given written notice to the trustee of a continuing Event of Default with respect to the notes;

• the holders of not less than 25% in principal amount of the notes shall have made written request to a responsible officer of the trustee to institute proceedings in respect of such Event of Default in its own name as trustee;

• such holder or holders have offered the trustee indemnity satisfactory to the trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

• the trustee, for 60 days after its receipt of such notice, request and offer of indemnity, has failed to institute any such proceeding; and

• no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of the outstanding notes.

However, these limitations do not apply to the right of any holder of a note to receive payment of the principal, premium, if any, or interest on, that note or to bring suit for the enforcement of any payment, on or after the due date expressed in the notes, which right shall not be impaired or affected without the consent of the holder.

55

The indenture requires that certain of our officers certify, on or before a date not more than 120 days after the end of each fiscal year, that to the best of those officers’ knowledge, we have fulfilled all our obligations under the indenture. We are also obligated to notify the trustee of any default or defaults in the performance of any covenants or agreements under the indenture provided, however, that a failure by us to deliver such notice of a default shall not constitute a default under the indenture, if we have remedied such default within any applicable cure period.

No Liability of Directors, Officers, Employees, Incorporators and Stockholders

No director, officer, employee, incorporator, member or stockholder of us, as such, will have any liability for any of our obligations under the notes or the indenture or for any claim based on, in respect of, or by reason of, such obligations. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. This waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Amendments and Waivers

Amendments Without Consent of Holders. We and the trustee may amend or supplement the indenture or the notes without notice to or the consent of any holder:

(1) to cure any ambiguity, defect or inconsistency in the indenture or the notes;

(2) to comply with “-Merger, Consolidation, Sale, Lease or Conveyance;”

(3) to comply with any requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act;

(4) to evidence and provide for the acceptance of appointment hereunder by a successor trustee;

(5) to provide for any guarantee of the notes, to secure the notes or to confirm and evidence the release, termination or discharge of any guarantee of or lien securing the notes when such release, termination or discharge is permitted by the indenture;

(6) to provide for or confirm the issuance of additional notes; or

(7) to make any other change that does not materially and adversely affect the rights of any holder.

Amendments With Consent of Holders. (a) Except as otherwise provided in “-Events of Default” or paragraph (b), we and the trustee may amend the indenture with the written consent of the holders of a majority in principal amount of the outstanding notes and the holders of a majority in principal amount of the outstanding notes may waive future compliance by us with any provision of the indenture with respect to the notes.

(b) Notwithstanding the provisions of paragraph (a), without the consent of each holder of notes, an amendment or waiver may not:

(1) reduce the principal amount of or change the stated maturity of any installment of principal of the notes;

(2) reduce the rate of or change the stated maturity of any interest payment on the notes;

(3) reduce the amount payable upon the redemption of the notes, in respect of an optional redemption, change the times at which the notes may be redeemed or, once notice of redemption has been given, the time at which they must thereupon be redeemed;

(4) make the notes payable in money other than that stated in the notes;

(5) impair the right of any holder of notes to receive any principal payment or interest payment on such holder’s notes, on or after the stated maturity thereof, or to institute suit for the enforcement of any such payment;

(6) make any change in the percentage of the principal amount of the notes required for amendments or waivers; or

(7) modify or change any provision of the indenture affecting the ranking of the notes in a manner adverse to the holders of the notes.

56

It is not necessary for holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

Neither we nor any of our Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid or agreed to be paid to all holders of the notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

Defeasance and Discharge

The indenture provides that we are deemed to have paid and will be discharged from all obligations in respect of the notes on the 123rd day after the deposit referred to below has been made, and that the provisions of the indenture will no longer be in effect with respect to the notes (except for, among other matters, certain obligations to register the transfer or exchange of the notes, to replace stolen, lost or mutilated notes, to maintain paying agencies and to hold monies for payment in trust) if, among other things,

(1) we have deposited with the trustee, in trust, money and/or U.S. Government Obligations (as defined herein) that, through the payment of interest and principal in respect thereof, will provide money in an amount sufficient to pay the principal, premium, if any, and accrued interest on the notes, on the due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the trustee), as the case may be, in accordance with the terms of the indenture;

(2) we have delivered to the trustee either:

• an opinion of counsel to the effect that beneficial owners of notes will not recognize income, gain or loss for federal income tax purposes as a result of the exercise of our option under this “Defeasance and Discharge” provision and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred, which opinion of counsel must be based upon a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law or related treasury regulations after the date of the indenture, or

• a ruling directed to the trustee received from the Internal Revenue Service to the same effect as the aforementioned opinion of counsel;

(3) we have delivered to the trustee an opinion of counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

(4) immediately after giving effect to that deposit on a pro forma basis, no Event of Default has occurred and is continuing on the date of the deposit or during the period ending on the 123rd day after the date of the deposit, and the deposit will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which we are a party or by which we are bound; and

(5) if at that time any notes are listed on a national securities exchange, we have delivered to the trustee an opinion of counsel to the effect that the notes will not be delisted as a result of a deposit, defeasance and discharge.

As more fully described in the indenture, the indenture also provides for defeasance of certain covenants.

Notices

For so long as notes in global form are outstanding, notices to be given to holders of the notes will be given to the depositary, in accordance with its applicable policies as in effect from time to time. If notes are issued in definitive form, notices to be given to holders of the notes will be deemed to have been given upon the mailing by first class mail, postage prepaid, of such notices to holders of the notes at their registered addresses as they appear in the register.

Notices will be deemed to have been given on the date of mailing or of publication as aforesaid or, if published on different dates, on the date of the first such publication.

57

Concerning the Trustee

U.S. Bank National Association acts as the trustee under the indenture.

Except during the continuance of an Event of Default, the trustee need perform only those duties that are specifically set forth in the indenture and no others, and no implied covenants or obligations will be read into the indenture against the trustee. In case an Event of Default has occurred and is continuing, the trustee shall exercise those rights and powers vested in it by the indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. No provision of the indenture requires the trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties or in the exercise of its rights or powers thereunder. The trustee shall be under no obligation to exercise any of the rights or powers vested in it by the indenture at the request or direction of any of the holders pursuant to the indenture, unless such holders shall have offered to the trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

The indenture and provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the trustee, should it become a creditor of us, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with us and our Affiliates; provided that if it acquires any conflicting interest it must either eliminate the conflict within 90 days, apply to the SEC for permission to continue or resign.

Form, Denomination and Registration of Notes

Except as set forth below, the notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will be issued at the closing of this offering only against payment in immediately available funds.

The Global Notes will be deposited upon issuance with the trustee as custodian for DTC and registered in the name of DTC or its nominee, Cede & Co., in each case for credit to an account of a direct or indirect participant in DTC as described below. Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may be exchanged for Notes in certificated form. See “-Exchange of Global Notes for Certificated Notes.”

In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We and the trustee take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised us that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of Participants with portions of the principal amount of the Global Notes; and

58

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the indenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture.

Under the terms of the indenture, we and the trustee will treat the persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither we, the trustee, nor any agent of ours or the trustee’s has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of the notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes. Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with any transfer restrictions applicable to the notes described herein, crossmarket transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

59

DTC has advised us that it will take any action permitted to be taken by a holder of the notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither we nor the trustee nor any of our or their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for definitive notes in registered certificated form (“Certificated Notes”) if:

(1) DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case we fail to appoint a successor depositary within 90 days of that notice or becoming aware that DTC is no longer so registered or willing or able to act as a depositary;

(2) we determine not to have the Notes represented by a Global Note and provide written notice thereof to the trustee; or

(3) there shall have occurred and be continuing a Default or Event of Default with respect to the notes and DTC requests such exchange.

In all cases, certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be in registered form, registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Governing Law

The indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the indenture. We refer you to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used in this section of the prospectus for which no definition is provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Capitalized Lease Obligations” means all lease obligations of us and our Subsidiaries which, under GAAP, are or will be required to be capitalized, in each case taken at the amount of the lease obligation accounted for as indebtedness in conformity with those principles.

“Consolidated Net Assets” means the aggregate amount of assets (less reserves and other deductible items) after deducting current liabilities, as shown on the consolidated balance sheet of the Company and its subsidiaries contained in its latest audited financial statements and prepared in accordance with GAAP.

“Currency, Interest Rate or Commodity Agreements” means an agreement or transaction involving any currency, interest rate or energy price or volumetric swap, cap or collar arrangement, forward exchange transaction, option, warrant, forward rate agreement, futures contract or other derivative instrument of any kind for the hedging

60

or management of foreign exchange, interest rate or energy price or volumetric risks, it being understood, for purposes of this definition, that the term “energy” will include, without limitation, coal, gas, oil and electricity.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“DTC” means The Depository Trust Company.

“Excluded Subsidiary” means any subsidiary of us:

(1) in respect of which neither we nor any subsidiary of ours (other than another Excluded Subsidiary) has undertaken any legal obligation to give any guarantee for the benefit of the holders of any Indebtedness for Borrowed Money (other than to another member of the Group) other than in respect of any statutory obligation and the subsidiaries of which are all Excluded Subsidiaries; and

(2) which has been designated as such by us by written notice to the trustee; provided that we may give written notice to the trustee at any time that any Excluded Subsidiary is no longer an Excluded Subsidiary whereupon it shall cease to be an Excluded Subsidiary.

“Fitch” means Fitch Ratings Inc.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Group” means DPL and its subsidiaries and “member of the Group” shall be construed accordingly.

“Indebtedness” means, with respect to us or any of our subsidiaries at any date of determination (without duplication):

(1) all Indebtedness for Borrowed Money (excluding any credit which is available but undrawn);

(2) all obligations in respect of letters of credit (including reimbursement obligations with respect to letters of credit);

(3) all obligations to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title to the property or the completion of such services, except trade payables;

(4) all Capitalized Lease Obligations;

(5) all indebtedness of other persons secured by a mortgage, charge, lien, pledge or other security interest on any asset of us or any of our subsidiaries, whether or not such indebtedness is assumed; provided that the amount of such Indebtedness must be the lesser of: (a) the fair market value of such asset at such date of determination and (b) the amount of the secured indebtedness;

(6) all indebtedness of other persons of the types specified in the preceding clauses (1) through (5), to the extent such indebtedness is guaranteed by us or any of our subsidiaries; and

(7) to the extent not otherwise included in this definition, net obligations under Currency, Interest Rate or Commodity Agreements.

The amount of Indebtedness at any date will be the outstanding balance at such date of all unconditional obligations as described above and, upon the occurrence of the contingency giving rise to the obligation, the maximum liability of any contingent obligations of the types specified in the preceding clauses (1) through (7) at such date; provided that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP.

“Indebtedness For Borrowed Money” means any indebtedness (whether being principal, premium, interest or other amounts) for:

• money borrowed;

61

• payment obligations under or in respect of any trade acceptance or trade acceptance credit; or

• any notes, bonds, loan stock or other debt securities offered, issued or distributed whether by way of public offer, private placement, acquisition consideration or otherwise and whether issued for cash or in whole or in part for a consideration other than cash;

provided, however, in each case, that such term will exclude:

• any indebtedness relating to any accounts receivable securitizations;

• any Indebtedness of the type permitted to be secured by Liens pursuant to clause (12) under the caption “-Limitations on Liens” described above; and

• any Preferred Securities which are issued and outstanding on the date of original issue of the notes or any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any such existing Preferred Securities, for amounts not exceeding the principal amount or liquidation preference of the Preferred Securities so extended, renewed or replaced.

“Independent Director” shall mean a director of us who, if we are listed on the New York Stock Exchange, meets the standards for independence set forth in the New York Stock Exchange Listing Standards, or if such standards are not applicable to us, who shall at no time be, or have been, a director, officer, stockholder, associate, customer or supplier of, be employed by, or hold or held at any time (directly or indirectly) any beneficial economic interest in us or our Parent or any subsidiary or Affiliate of Parent (excluding such director’s position as such Independent Director of us and any compensation received by such director in such capacity).

“Lien” means any mortgage, lien, pledge, security interest or other encumbrance; provided, however, that the term “Lien” does not mean any easements, rights-of-way, restrictions and other similar encumbrances and encumbrances consisting of zoning restrictions, leases, subleases, restrictions on the use of property or defects in title.

“Moody’s” means Moody’s Investors Service, Inc.

“Parent” shall mean any entity which owns directly or indirectly, 10% or more of the outstanding common shares of us.

“Permitted Debt” means Indebtedness for Borrowed Money issued in connection with a contract or contracts to purchase from us common stock of us, Parent or any Affiliate of Parent (which common stock was not held as an asset of us) for an aggregate amount equal to the aggregate principal amount of such Indebtedness for Borrowed Money.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Securities” means, without duplication, any trust preferred or preferred securities or related debt or guaranties of us or any of our subsidiaries.

“Project Finance Debt” means:

• any Indebtedness to finance or refinance the ownership, acquisition, development, design, engineering, procurement, construction, servicing, management and/or operation of any project or asset which is incurred by an Excluded Subsidiary; and

• any Indebtedness to finance or refinance the ownership, acquisition, development, design, engineering, procurement, construction, servicing, management and/or operation of any project or asset in respect of which the person or persons to whom any such Indebtedness is or may be owed by the relevant borrower (whether or not a member of the Group) has or have no recourse whatsoever to any member of the Group (other than an Excluded Subsidiary) for the repayment of that Indebtedness other than: (i) recourse to such member of the Group for amounts limited to the cash flow or net cash flow (other than historic cash flow or historic net cash flow) from, or ownership interests or other investments in, such project or asset; and/or (ii) recourse to such member of the Group for the purpose only of enabling amounts to be claimed in respect of such Indebtedness in an enforcement of any encumbrance given by such member of the Group over such project or asset or the income, cash flow or other proceeds deriving from the project (or given by any shareholder or the like, or other investor in, the borrower or in the owner of such project or asset over its

62

shares or the like in the capital of, or other investment in, the borrower or in the owner of such project or asset) to secure such Indebtedness, provided that the extent of such recourse to such member of the Group is limited solely to the amount of any recoveries made on any such enforcement; and/or (iii) recourse to such borrower generally, or directly or indirectly to a member of the Group, under any form of assurance, indemnity, undertaking or support, which recourse is limited to a claim for damages (other than liquidated damages and damages required to be calculated in a specified way) for breach of an obligation (not being a payment obligation or an obligation to procure payment by another or an indemnity in respect of a payment obligation, or any obligation to comply or to procure compliance by another with any financial ratios or other tests of financial condition) by the person against which such recourse is available.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Significant Subsidiary” means, at any particular time, any subsidiary of ours whose gross assets or gross revenues (having regard to our direct and/or indirect beneficial interest in the shares, or the like, of that subsidiary) represent at least 25% of the consolidated gross assets or, as the case may be, consolidated gross revenues of us.

“Subsidiary” means, with respect to any person, any corporation, association, partnership, limited liability company or other business entity of which 50% or more of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees is at the time owned, directly or indirectly, by (1) such person, (2) such person and one or more subsidiaries of such person or (3) one or more subsidiaries of such person.

“U.S. Government Obligation” means any:

(1) security which is: (a) a direct obligation of the United States for the payment of which the full faith and credit of the United States is pledged or (b) an obligation of a person controlled or supervised by and acting as an agency or instrumentality of the United States the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in the case of clause (a) or (b), is not callable or redeemable at the option of the issuer of the obligation, and

(2)    depositary receipt issued by a bank (as defined in the Securities Act) as custodian with respect to any security specified in clause (1) above and held by such bank for the account of the holder of such depositary receipt or with respect to any specific payment of principal of or interest on any such security held by any such bank, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depositary receipt.

63

THE EXCHANGE OFFER

General

We hereby offer to exchange a like principal amount of new notes for any or all outstanding old notes on the terms and subject to the conditions set forth in this prospectus. We often refer to this offer as the “exchange offer.” You may tender some or all of your outstanding old notes pursuant to this exchange offer. As of the date of this prospectus, $400,000,000 aggregate principal amount of the old notes are outstanding. Our obligation to accept old notes for exchange pursuant to the exchange offer is subject to certain conditions set forth hereunder.

Purpose and Effect of the Exchange Offer

In connection with the offering of the old notes, which was consummated on April 17, 2019, we entered into a registration rights agreement with the initial purchasers of the old notes, under which we agreed:

(1)    to use our reasonable best efforts to cause to be filed a registration statement with respect to an offer to exchange the old notes for a new issue of securities, with terms substantially the same as of the old notes but registered under the Securities Act;

(2)    to use our reasonable best efforts to cause the registration statement to be declared effective by the SEC and remain effective until the closing of the exchange offer; and

(3)    to use our reasonable best efforts to consummate the exchange offer and issue the new notes within 390 days after the closing of the old notes offering.

The registration rights agreement provides that, if (a) we do not consummate the exchange offer registration on or prior to the date that is 390 days following the issuance of the old notes (the “exchange offer closing deadline”) or (b) we have not caused to become effective a shelf registration statement by the 90th day after such obligation arises (the “shelf effectiveness deadline”) (which in no event, however, shall be earlier than the exchange offer closing deadline), the interest rate for the notes will increase by a rate of 0.25% per annum from the exchange offer closing deadline or the shelf effectiveness deadline, as applicable, during the first 90 day period, and shall further increase by 0.25% per annum beginning on the 91st day following either of the foregoing, until the exchange offer is completed, in the case of an exchange offer, or the shelf registration statement is declared effective. The additional interest rate for the old notes will not at any time exceed 0.50% per annum notwithstanding our failure to meet more than one of these requirements.

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or acceptance of the exchange offer would violate the securities or blue sky laws of that jurisdiction. Furthermore, each holder of old notes that wishes to exchange their old notes for new notes in this exchange offer will be required to make certain representations as set forth herein.

Terms of the Exchange Offer; Period for Tendering Old Notes

This prospectus contains the terms and conditions of the exchange offer. Upon the terms and subject to the conditions included in this prospectus, we will accept for exchange old notes which are properly tendered on or prior to the expiration date, unless you have previously withdrawn them.

• When you tender to us old notes as provided below, our acceptance of the old notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus.

• For each $2,000 principal amount of old notes (and $1,000 principal amount of old notes in excess thereof) surrendered to us in the exchange offer, we will give you $2,000 principal amount of new notes (and $1,000 principal amount of new notes in excess thereof). Outstanding notes may only be tendered in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

• We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date that we first mail notice of the exchange offer to the holders of the old notes. We are sending this prospectus on or about the date of this prospectus to all of the registered holders of old notes at their addresses listed in the trustee’s security register with respect to the old notes.

• The exchange offer expires at 5:00 P.M., New York City time, on ; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open. The term

64

“expiration date” means or, if extended by us, the latest time and date to which the exchange offer is extended.

• As of the date of this prospectus, $400,000,000 aggregate principal amount of the old notes were outstanding. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered.

• Our obligation to accept old notes for exchange in the exchange offer is subject to the conditions that we describe in the section called “Conditions to the Exchange Offer” below.

• We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old notes, by giving oral or written notice of an extension to the exchange agent and notice of that extension to the holders as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly following the expiration or termination of the exchange offer.

• We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes that we have not yet accepted for exchange, if any of the conditions of the exchange offer specified below under “Conditions to the Exchange Offer” are not satisfied. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.

• We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the old notes promptly. If we extend the expiration date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to Dow Jones and Company News Agency and/or other similar news service.

• Holders of old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

• Old notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but will not be entitled to any further registration rights under the registration rights agreement.

• We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

Important rules concerning the exchange offer

You should note that:

• All questions as to the validity, form, eligibility, time of receipt and acceptance of old notes tendered for exchange will be determined by us in our sole discretion, which determination shall be final and binding.

• We reserve the absolute right to reject any and all tenders of any particular old notes not properly tendered or to not accept any particular old notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful.

• We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of old notes for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine.

• Our interpretation of the terms and conditions of the exchange offer as to any particular old notes either before or after the expiration date shall be final and binding on all parties.

• Neither DPL Inc., the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of old notes for exchange, nor shall any of them incur any liability for failure to give any notification.

65

Procedures for Tendering Old Notes

What to submit and how

If you, as the registered holder of an old note, wish to tender your old notes for exchange in the exchange offer, you must contact a DTC participant to complete the book-entry transfer procedures described below on or prior to the expiration date.

In addition,

(1)    a timely confirmation of a book-entry transfer of old notes, if such procedure is available, into the exchange agent’s account at DTC using the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date, or

(2)    you must comply with the guaranteed delivery procedures described below.

The method of delivery of notices of guaranteed delivery is at your election and risk. In all cases, sufficient time should be allowed to assure timely delivery.

How to sign your documents

Signatures on a notice of withdrawal, as the case may be, must be guaranteed unless the old notes being surrendered for exchange are tendered for the account of an eligible institution.

If signatures on a notice of withdrawal are required to be guaranteed, the guarantees must be by any of the following eligible institutions:

• a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or

• a commercial bank or trust company having an office or correspondent in the United States.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Once all of the conditions to the exchange offer are satisfied or waived, we will accept, promptly after the expiration date, all old notes properly tendered and will issue the new notes promptly after the expiration of the exchange offer. See “Conditions to the Exchange Offer” below. For purposes of the exchange offer, our giving of oral or written notice of our acceptance to the exchange agent will be considered our acceptance of the exchange offer.

In all cases, we will issue new notes in exchange for old notes that are accepted for exchange only after timely receipt by the exchange agent of a timely book-entry confirmation of transfer of old notes into the exchange agent’s account at DTC using the book-entry transfer procedures described below.

If we do not accept any tendered old notes for any reason included in the terms and conditions of the exchange offer, non-exchanged old notes will be credited to an account maintained with DTC promptly following the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of old notes by causing DTC to transfer old notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program procedures for transfer. However, the exchange for the old notes so tendered will only be made after timely confirmation of book-entry transfer of old notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message, transmitted by DTC and received by the exchange agent and forming a part of a book-entry confirmation. The agent’s message must state that DTC has received an express acknowledgment from the participant tendering old notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the prospectus, and that we may enforce the agreement against that participant. we may enforce the agreement against that participant.

66

Although delivery of old notes may be effected through book-entry transfer into the exchange agent’s account at DTC, an agent’s message, properly completed and duly executed, with any required signature guarantees, must in any case be delivered to and received by the exchange agent at its address listed under “¯Exchange Agent” on or prior to the expiration date.

If your old notes are held through DTC, you must complete a form called “instructions to registered holder and/or book-entry participant,” which will instruct the DTC participant through whom you hold your securities of your intention to tender your old notes or not tender your old notes. Please note that delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent and we will not be able to accept your tender of notes until the exchange agent receives an agent’s message and a book-entry confirmation from DTC with respect to your notes. A copy of that form is available from the exchange agent.

Guaranteed Delivery Procedures

If you are a registered holder of old notes and you want to tender your old notes but your old notes are not immediately available, or time will not permit an agent’s message or your old notes to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

• the tender is made through an eligible institution,

• prior to the expiration date, the exchange agent receives, by facsimile transmission, mail or hand delivery, from that eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, stating:

• the name and address of the holder of old notes;

• the amount of old notes tendered;

• the tender is being made by delivering that notice; and

• guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, a book-entry confirmation will be deposited by that eligible institution with the exchange agent, and

• a book-entry confirmation is received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

Withdrawal Rights

You can withdraw your tender of old notes at any time on or prior to the expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses listed below under “Exchange Agent.” Any notice of withdrawal must specify:

• the name of the person having tendered the old notes to be withdrawn

• the old notes to be withdrawn

• the principal amount of the old notes to be withdrawn; and

• any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of that facility.

Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any old notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer. If you have properly withdrawn old notes and wish to re-tender them, you may do so by following one of the procedures described under “Procedures for Tendering Old Notes” above at any time on or prior to the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer, if at any time before the expiration of the exchange offer:

67

• that acceptance or issuance would violate applicable law or any interpretation of the staff of the SEC; or

• any holder of the old bonds exchanged in the exchange offer has not represented that all new notes to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the exchange offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the Securities Act available.

That conditions described above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. Our rights described in the prior paragraph are ongoing rights which we may assert at any time and from time to time prior to the expiration of the exchange offer.

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any old notes, if at that time any stop order shall be threatened or in effect with respect to the exchange offer to which this prospectus relates or the qualification of the indenture under the Trust Indenture Act.

Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus and requests for notices of guaranteed delivery should be directed to the exchange agent, addressed as follows:

Deliver To:

By Registered, Regular or Certified Mail or Overnight Delivery:

U.S. Bank National Association

Attn: Corporate Trust-Specialized Finance

111 Fillmore Avenue E

St. Paul, Minnesota 55107

Facsimile Transmissions:

651-466-7367

To Confirm by Email:

cts.specfinance@usbank.com

To Confirm by Telephone or for Information:

800-934-6802

Delivery to an address other than as listed above or transmission of instructions via facsimile other than as listed above does not constitute a valid delivery.

Fees and Expenses

The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any of our officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

The estimated cash expenses to be incurred in connection with the exchange offer, including legal, accounting, SEC filing, printing and exchange agent expenses, will be paid by us and are estimated in the aggregate to be $270,000.

68

Accounting Treatment

We will record the new notes in our accounting records at the same carrying value as the old notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of this exchange offer. We will capitalize the expenses of this exchange offer and amortize them over the life of the notes.

Transfer Taxes

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Resale of the New Notes

Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the new notes would in general be freely transferable after the exchange offer without further registration under the Securities Act. The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, and the Morgan Stanley & Co. Incorporated letter, made available on June 5, 1991.

However, any purchaser of old notes who is an “affiliate” of DPL Inc. or who intends to participate in the exchange offer for the purpose of distributing the new notes

(1)    will not be able to rely on the interpretation of the staff of the SEC,

(2)    will not be able to tender its old notes in the exchange offer and

(3)    must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the securities unless that sale or transfer is made using an exemption from those requirements.

In addition, in connection with any resales of new notes, any broker-dealer participating in the exchange offer who acquired securities for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position in the Shearman & Sterling no-action letter, which it made available on July 2, 1993, that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes, other than a resale of an unsold allotment from the original sale of the old notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus as it may be amended or supplemented from time to time, in connection with the resale of new notes.

Failure to Exchange

Holders of old notes who do not exchange their old notes for new notes under the exchange offer will remain subject to the restrictions on transfer of such old notes as set forth in the legend printed on the notes as a consequence of the issuance of the old notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws, and otherwise set forth in the confidential offering memorandum distributed in connection with the private offering of the old notes.

Other

Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are strongly urged to consult your financial, legal and tax advisors in making your own decision on what action to take.

69

U.S. FEDERAL INCOME TAX CONSEQUENCES

The exchange of old notes for new notes in the exchange offer will not be a taxable event for holders. When a holder exchanges an old note for a new note in the exchange offer, the holder will have the same adjusted tax basis and holding period in the new note as in the old note immediately before the exchange.

Persons considering the exchange of old notes for new notes should consult their own tax advisers concerning the U.S. federal income tax consequences in light of their particular situations as well as any tax consequences arising under the laws of any other taxing jurisdiction.

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale of new notes received by it in exchange for old notes.

We will not receive any proceeds from any sale of new notes by broker-dealers.

New notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions:

• in the over-the-counter market;

• in negotiated transactions;

• through the writing of options on the new notes; or

• a combination of those methods of resale,

at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices.

Any resale may be made:

• directly to purchasers; or

• to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any new notes.

Any broker-dealer that resells new notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of those new notes may be considered to be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of those new notes and any commission or concessions received by any of those persons may be considered to be underwriting compensation under the Securities Act.

We have agreed to pay all expenses incident to the exchange offer, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities, including any broker-dealers, against some liabilities, including liabilities under the Securities Act.

VALIDITY OF SECURITIES

Davis Polk & Wardwell LLP will opine for us on whether the new notes are valid and binding obligations of DPL Inc. and will rely on the opinion of Brian Hylander, Assistant General Counsel of DPL Inc. with respect to certain matters under the laws of the State of Ohio.

70

EXPERTS

The consolidated financial statements of DPL Inc. at December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, and the related notes and schedule appearing in this registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC, Washington, D.C. 20549, a registration statement on Form S-4 under the Securities Act with respect to our offering of the new notes. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the company and the new notes, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including exhibits and schedules thereto, is available to the public on the SEC’s website at https://www.sec.gov.

If for any reason we are not required to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, or we do not otherwise report on an annual or quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, we are still required under the indenture to deliver (which may be accomplished through posting on the internet) to the trustee and to holders of the notes, without any cost to any holder: (1) within 90 days after the end of each fiscal year, audited financial statements and (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly unaudited financial statements. We are also required under the indenture to provide without charge upon the written request of (1) a holder of any notes or (2) a prospective holder of any of the notes who is a “qualified institutional buyer” within the meaning of Rule 144A and is designated by an existing holder of any of the notes with the information with respect to the Company required to be delivered under Rule 144A(d)(f) under the Securities Act to enable resales of the notes to be made pursuant to Rule 144A.

Any such requests should be directed to us at: DPL Inc., 1065 Woodman Drive, Dayton, Ohio 45432, Phone: (937) 259-7215, Attention: Treasurer.

We also maintain an Internet site at https://www.dpandl.com. Our website and the information contained therein or connected thereto shall not be deemed to be a part of this prospectus or the registration statement of which it forms a part.

71

INDEX TO FINANCIAL STATEMENTS

DPL Inc. Annual Consolidated Financial Statements
December 31, 2018, 2017 and 2016
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Comprehensive Income / (Loss)	F-4
Consolidated Balance Sheets	F-5
Consolidated Statements of Cash Flows	F-6
Consolidated Statements of Shareholder’s Equity	F-7
Notes to Consolidated Financial Statements	F-8
Schedule II – Valuation and Qualifying Accounts	F-50
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.
DPL Inc. Condensed Consolidated Financial Statements
September 30, 2019
Condensed Consolidated Statements of Operations	F-51
Condensed Consolidated Statements of Comprehensive Income	F-52
Condensed Consolidated Balance Sheets	F-53
Condensed Consolidated Statements of Cash Flows	F-54
Condensed Consolidated Statements of Shareholder's Deficit	F-55
Notes to Condensed Consolidated Financial Statements	F-56

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholder and Board of Directors of DPL Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DPL Inc. (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income / (loss), cash flows and shareholder’s equity for each of the three years in the period ended December 31, 2018, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2011.

Indianapolis, Indiana

February 26, 2019

F-2

DPL INC.
Consolidated Statements of Operations
	Years ended December 31,
$ in millions	2018			2017			2016
Revenues	$	775.9		$	743.9		$	834.2
Cost of revenues:
Net fuel cost	17.5			9.0			17.4
Net purchased power cost	305.0			291.0			319.1
Total cost of revenues	322.5			300.0			336.5
Gross margin	453.4			443.9			497.7
Operating expenses:
Operation and maintenance	156.8			186.1			213.5
Depreciation and amortization	73.1			76.1			73.6
General taxes	73.5			77.1			68.4
Fixed-asset impairment	2.8			—			23.9
Gain on asset disposal	—			(0.6		)	(0.7		)
Loss on disposal of business (Note 16)	11.7			—			—
Total operating expenses	317.9			338.7			378.7
Operating income	135.5			105.2			119.0
Other income / (expense), net
Interest expense	(98.0		)	(110.0		)	(107.4		)
Charge for early redemption of debt	(6.5		)	(3.3		)	(3.1		)
Other income	0.9			1.6			3.9
Other expense, net	(103.6		)	(111.7		)	(106.6		)
Income / (loss) from continuing operations before income tax	31.9			(6.5		)	12.4
Income tax expense / (benefit) from continuing operations	0.7			(5.0		)	(2.4		)
Net income / (loss) from continuing operations	31.2			(1.5		)	14.8
Discontinued operations (Note 15)
Income / (loss) from discontinued operations before income tax	70.5			(127.4		)	(806.4		)
Gain / (loss) from disposal of discontinued operations	(1.6		)	14.0			49.2
Income tax expense / (benefit) from discontinued operations	30.0			(20.3		)	(257.2		)
Net income / (loss) from discontinued operations	38.9			(93.1		)	(500.0		)
Net income / (loss)	$	70.1		$	(94.6	)	$	(485.2	)

See Notes to Consolidated Financial Statements.

F-3

DPL INC.
Consolidated Statements of Comprehensive Income / (Loss)
	Years ended December 31,
$ in millions	2018			2017			2016
Net income / (loss)	$	70.1		$	(94.6	)	$	(485.2	)
Equity securities activity:
Change in fair value of equity securities, net of income tax expense of $0.0, ($0.2) and ($0.1) for each respective period	—			0.5			0.2
Reclassification to earnings, net of income tax expense of $0.0 for each respective period	—			(0.1		)	—
Net change in fair value of equity securities	—			0.4			0.2
Derivative activity:
Change in derivative fair value, net of income tax benefit / (expense) of $0.1, ($5.3) and ($8.8) for each respective period	(0.1		)	9.6			16.1
Reclassification to earnings, net of income tax benefit of $0.4, $0.3 and $0.5 for each respective period	(0.8		)	(0.7		)	(0.5		)
Reclassification of earnings related to discontinued operations, net of income tax benefit / (expense) of ($1.2), $4.1 and $16.2 for each respective period	3.2			(7.3		)	(29.2		)
Net change in fair value of derivatives	2.3			1.6			(13.6		)
Pension and postretirement activity:
Prior service cost for the period, net of income tax benefit of $0.6, $0.4 and $0.0 for each respective period	(2.2		)	(0.7		)	—
Net gain / (loss) for the period, net of income tax benefit / (expense) of ($0.5), $1.1 and $2.4 for each respective period	1.7			(1.8		)	(4.7		)
Reclassification to earnings, net of income tax expense of ($0.2), ($0.5) and ($0.6) for each respective period	0.6			1.0			1.0
Net change in unfunded pension and postretirement obligations	0.1			(1.5		)	(3.7		)
Other comprehensive income / (loss)	2.4			0.5			(17.1		)
Net comprehensive income / (loss)	$	72.5		$	(94.1	)	$	(502.3	)

See Notes to Consolidated Financial Statements.

F-4

DPL INC.
Consolidated Balance Sheets
$ in millions	December 31, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	90.5		$	24.5
Restricted cash	21.2			0.4
Accounts receivable, net (Note 2)	90.5			64.6
Inventories (Note 2)	10.7			12.7
Taxes applicable to subsequent years	72.6			71.3
Regulatory assets, current (Note 3)	41.1			23.9
Other prepayments and current assets	12.9			12.6
Current assets of discontinued operations and held-for-sale businesses (Note 15)	8.7			315.6
Total current assets	348.2			525.6
Property, plant and equipment:
Property, plant and equipment	1,615.6			1,544.1
Less: Accumulated depreciation and amortization	(310.8		)	(269.1		)
	1,304.8			1,275.0
Construction work in process	32.2			46.5
Total net property, plant and equipment	1,337.0			1,321.5
Other non-current assets:
Regulatory assets, non-current (Note 3)	152.6			163.2
Intangible assets, net of amortization	18.4			18.8
Other deferred assets	21.6			13.8
Non-current assets of discontinued operations and held-for-sale businesses (Note 15)	5.3			6.3
Total other non-current assets	197.9			202.1
Total Assets	$	1,883.1		$	2,049.2
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion - long-term debt (Note 7)	$	103.6		$	4.6
Short-term debt	—			10.0
Accounts payable	58.1			48.9
Accrued taxes	76.7			77.3
Accrued interest	14.3			16.4
Customer security deposits	21.3			21.8
Regulatory liabilities, current (Note 3)	34.9			14.8
Other current liabilities	22.0			16.2
Current liabilities of discontinued operations and held-for-sale businesses (Note 15)	12.2			66.9
Total current liabilities	343.1			276.9
Non-current liabilities:
Long-term debt (Note 7)	1,372.3			1,700.2
Deferred taxes (Note 8)	116.1			113.5
Taxes payable	76.1			74.8
Regulatory liabilities, non-current (Note 3)	278.3			221.2
Pension, retiree and other benefits (Note 9)	82.3			90.3
Asset retirement obligations	9.4			15.1
Other deferred credits	8.0			8.5
Non-current liabilities of discontinued operations and held-for-sale businesses (Note 15)	69.2			133.0
Total non-current liabilities	2,011.7			2,356.6
Commitments and contingencies (Note 11)
Common shareholder's deficit:
Common stock:
1,500 shares authorized; 1 share issued and outstanding
at December 31, 2018 and 2017	—			—
Other paid-in capital	2,370.5			2,330.4
Accumulated other comprehensive income	2.2			0.8
Accumulated deficit	(2,844.4		)	(2,915.5		)
Total common shareholder's deficit:	(471.7		)	(584.3		)
Total Liabilities and Shareholder's Equity	$	1,883.1		$	2,049.2

See Notes to Consolidated Financial Statements.

F-5

DPL INC.
Consolidated Statements of Cash Flows
	Years ended December 31,
$ in millions	2018			2017			2016
Cash flows from operating activities:
Net income / (loss)	$	70.1		$	(94.6	)	$	(485.2	)
Adjustments to reconcile Net income / (loss) to Net cash from operating activities
Depreciation and amortization	50.2			106.9			132.3
Amortization of deferred financing costs	5.5			3.6			5.6
Unrealized (gain) / loss on derivatives	(0.2		)	(1.7		)	(4.3		)
Deferred income taxes	(9.1		)	(22.2		)	(306.2		)
Charge for early redemption of debt	6.5			3.3			3.1
Fixed-asset impairment	2.8			175.8			859.0
Loss / (Gain) on disposal and sale of business, net	13.3			(14.0		)	(49.2		)
Loss / (Gain) on asset disposal, net	(2.0		)	16.1			(0.1		)
Changes in certain assets and liabilities:
Accounts receivable	45.7			18.1			25.6
Inventories	14.8			7.7			32.0
Taxes applicable to subsequent years	0.1			2.3			0.2
Deferred regulatory costs, net	(9.2		)	(23.7		)	4.1
Accounts payable	(16.3		)	(36.3		)	15.1
Accrued taxes payable	37.4			(3.7		)	45.1
Accrued interest payable	(2.1		)	(1.3		)	(3.7		)
Pension, retiree and other benefits	(3.4		)	4.7			3.0
Insurance and claims costs	1.1			(2.4		)	(0.5		)
Other	0.7			(6.9		)	(8.8		)
Net cash provided by operating activities	205.9			131.7			267.1
Cash flows from investing activities:
Capital expenditures	(103.6		)	(121.5		)	(148.5		)
Proceeds from disposal and sale of business	234.9			70.1			—
Payments on disposal and sale of business	(14.5		)	—			—
Proceeds from sale of property	10.6			0.1			0.2
Insurance proceeds	3.0			12.3			6.3
Other investing activities, net	(0.5		)	(0.3		)	0.5
Net cash provided by / (used in) investing activities	129.9			(39.3		)	(141.5		)
Cash flows from financing activities:
Payments of deferred financing costs	—			—			(8.6		)
Redemption of preferred stock	—			—			(23.5		)
Retirement of debt	(240.5		)	(159.5		)	(577.8		)
Issuance of long-term debt, net of discount	—			—			442.8
Borrowings from revolving credit facilities	30.0			102.5			15.0
Repayment of borrowings from revolving credit facilities	(40.0		)	(92.5		)	(15.0		)
Other financing activities, net	—			(0.1		)	—
Net cash used in financing activities	(250.5		)	(149.6		)	(167.1		)
Increase in cash and restricted cash of discontinued operations and held-for-sale businesses	1.5			27.5			15.8
Cash, cash equivalents and restricted cash:							.
Net increase / (decrease) in cash, cash equivalents and restricted cash	86.8			(29.7		)	(25.7		)
Balance at beginning of year	24.9			54.6			80.3
Cash, cash equivalents and restricted cash at end of year	$	111.7		$	24.9		$	54.6
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	93.7		$	105.2		$	103.8
Income taxes (refunded) / paid, net	$	(1.4	)	$	—		$	0.3
Non-cash financing and investing activities:
Accruals for capital expenditures	$	10.4		$	12.9		$	16.2
Non-cash proceeds from sale of business	$	4.1		$	—		$	—
Non-cash capital contribution (Note 10)	$	40.0		$	97.1		$	—

See Notes to Consolidated Financial Statements.

F-6

DPL INC.
Consolidated Statements of Shareholder's Equity
	Common Stock (a)
$ in millions	Outstanding Shares	Amount		Other Paid-in Capital			Accumulated Other Comprehensive Income / (Loss)			Accumulated Deficit			Total
Year ended December 31, 2016
Beginning balance	1	$	—	$	2,237.7		$	17.4		$	(2,335.7	)	$	(80.6	)
Net comprehensive loss							(17.1		)	(485.2		)	(502.3		)
Other (b)				(4.7		)							(4.7		)
Ending balance	1	—		2,233.0			0.3			(2,820.9		)	(587.6		)
Year ended December 31, 2017
Net comprehensive loss							0.5			(94.6		)	(94.1		)
Capital contributions (c)				97.1									97.1
Other				0.3									0.3
Ending balance	1	—		2,330.4			0.8			(2,915.5		)	(584.3		)
Year ended December 31, 2018
Net comprehensive income							2.4			70.1			72.5
Capital contributions (c)				40.0									40.0
Other (d)				0.1			(1.0		)	1.0			0.1
Ending balance	1	$	—	$	2,370.5		$	2.2		$	(2,844.4	)	$	(471.7	)

(a) 1,500 shares authorized.

(b) Includes $5.1 million charged to Other paid-in capital for the redemption of the DP&L preferred shares. See Note 10 – Equity.

(c) Represents the conversion of a tax sharing payable to AES to contributed capital, as DP&L's 2017 ESP restricts tax sharing payments to AES during the term of the ESP. See Note 8 – Income Taxes.

(d) ASU 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities” was effective as of January 1, 2018. This ASU requires the change in the fair value of equity instruments to be recorded in income rather than in OCI. Equity Instruments were defined to include all mutual funds, regardless of the underlying investments. Therefore, as of January 1, 2018, AOCI of $1.6 million ($1.0 million net of tax) was reversed to Accumulated deficit.

See Notes to Consolidated Financial Statements.

F-7

DPL Inc.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018, 2017 and 2016

Note 1 – Overview and Summary of Significant Accounting Policies

Description of Business

DPL is a diversified regional energy company organized in 1985 under the laws of Ohio. DPL has one reportable segment, the Utility segment. See Note 13 – Business Segments for more information relating to our reportable segment. The terms “we”, “us”, “our” and “ours” are used to refer to DPL and its subsidiaries.

On November 28, 2011, DPL was acquired by AES in the Merger and DPL became a wholly-owned subsidiary of AES. Following the merger of DPL and Dolphin Subsidiary II, Inc., DPL became an indirectly wholly-owned subsidiary of AES.

DP&L, DPL's wholly-owned subsidiary, is a public utility incorporated in 1911 under the laws of Ohio. Beginning in 2001, Ohio law gave consumers the right to choose the electric generation supplier from whom they purchase retail generation service, however transmission and distribution services are still regulated. DP&L has the exclusive right to provide such service to its approximately 525,000 customers located in West Central Ohio. DP&L provides retail SSO electric service to residential, commercial, industrial and governmental customers in a 6,000 square mile area of West Central Ohio. Since January 2016, DP&L has been sourcing all of the generation for its SSO customers through a competitive bid process. Through September 30, 2017, DP&L owned undivided interests in multiple coal-fired power stations and multiple peaking electric generating facilities as well as numerous transmission facilities. On October 1, 2017, the DP&L-owned generating facilities, excluding the Beckjord Facility and Hutchings EGU, were transferred to AES Ohio Generation, an affiliate of DP&L and wholly-owned subsidiary of DPL, through an asset contribution agreement to a subsidiary that was merged into AES Ohio Generation. Also, Stuart Station Unit 1 was retired on October 1, 2017. Principal industries located in DP&L’s service territory include automotive, food processing, paper, plastic, manufacturing and defense. DP&L's sales reflect the general economic conditions, seasonal weather patterns of the area and the market price of electricity. Through the date of Generation Separation, DP&L sold energy and capacity into the wholesale market.

DPL’s other primary subsidiaries include MVIC and AES Ohio Generation. MVIC is our captive insurance company that provides insurance services to DPL and our subsidiaries. AES Ohio Generation owns an undivided interest in Conesville Unit 4. AES Ohio Generation sells all of its energy and capacity into the wholesale market. DPL's subsidiaries are wholly-owned.

On December 8, 2017, AES Ohio Generation completed the sale of the Miami Fort and Zimmer stations to subsidiaries of Dynegy in accordance with an asset purchase agreement dated April 21, 2017. In addition, on March 27, 2018, DPL and AES Ohio Generation completed the sale of their Peaker assets to Kimura Power, LLC. Further, on May 31, 2018, DPL and AES Ohio Generation retired the Stuart Station coal-fired and diesel-fired generating units and the Killen Station coal-fired generating unit and combustion turbine, as planned. See Note 15 – Discontinued Operations for additional information.

DPL also has a wholly-owned business trust, DPL Capital Trust II, formed for the purpose of issuing trust capital securities to investors.

DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs or overcollections of riders.

DPL and its subsidiaries employed 659 people at January 31, 2019, of which 647 were employed by DP&L. Approximately 57% of all DPL employees are under a collective bargaining agreement.

Financial Statement Presentation

We prepare Consolidated Financial Statements for DPL. DPL’s Consolidated Financial Statements include the accounts of DPL and its wholly-owned subsidiaries except for DPL Capital Trust II which is not consolidated, consistent with the provisions of GAAP.

F-8

AES Ohio Generation's undivided ownership interests in certain coal-fired generating stations are included in the financial statements at amortized cost, net of subsequent impairments. Operating revenues and expenses are included on a pro rata basis in the corresponding lines in the Consolidated Statement of Operations.

Through June 2018, DP&L had undivided ownership interests in numerous transmission facilities. These undivided interests in jointly-owned facilities were accounted for on a pro rata basis in the Consolidated Financial Statements. In June 2018, DP&L closed on a transmission asset transaction with Duke and AEP, where ownership stakes in certain previously co-owned transmission assets were exchanged to eliminate co-ownership. Each previously co-owned transmission asset became wholly-owned by one of DP&L, Duke or AEP after the transaction. See Note 4 – Property, Plant and Equipment for more information.

All material intercompany accounts and transactions are eliminated in consolidation. We have evaluated subsequent events through the date this report is issued.

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the revenues and expenses of the periods reported. Actual results could differ from these estimates. Significant items subject to such estimates and judgments include: the carrying value of Property, plant and equipment; unbilled revenues; the valuation of derivative instruments; the valuation of insurance and claims liabilities; the valuation of allowances for receivables and deferred income taxes; regulatory assets and liabilities; reserves recorded for income tax exposures; litigation; contingencies; the valuation of AROs; and assets and liabilities related to employee benefits.

Revenue Recognition

Revenues are recognized from retail and wholesale electricity sales and electricity transmission and distribution delivery services. Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Energy sales to customers are based on the reading of their meters that occurs on a systematic basis throughout the month. We recognize the revenues on our Consolidated Statements of Operations using an accrual method for retail and other energy sales that have not yet been billed, but where electricity has been consumed. This is termed “unbilled revenues” and is a widely recognized and accepted practice for utilities. At the end of each month, unbilled revenues are determined by the estimation of unbilled energy provided to customers since the date of the last meter reading, estimated line losses, the assignment of unbilled energy provided to customer classes and the average rate per customer class.

The power sales and purchases within DP&L’s service territory are reported on a net hourly basis as revenues or purchased power on our Consolidated Statements of Operations. We record expenses when purchased electricity is received and when expenses are incurred. All of the power produced at the generation station is sold to an RTO. We record expenses when purchased electricity is received and when expenses are incurred. For additional information, see Note 14 – Revenue.

Allowance for Uncollectible Accounts

We establish provisions for uncollectible accounts by using both historical average loss percentages to project future losses and by establishing specific provisions for known credit issues. Amounts are written off when reasonable collections efforts have been exhausted.

Property, Plant and Equipment

We record our ownership share of our undivided interest in our jointly-held station as an asset in property, plant and equipment. New property, plant and equipment additions are stated at cost. For regulated transmission and distribution property, cost includes direct labor and material, allocable overhead expenses and an allowance for funds used during construction (AFUDC). AFUDC represents the cost of borrowed funds and equity used to finance regulated construction projects. For non-regulated property, cost also includes capitalized interest. Capitalization of AFUDC and interest ceases at either project completion or at the date specified by regulators. AFUDC and capitalized interest was $0.5 million, $1.7 million and $2.1 million in the years ended December 31, 2018, 2017 and 2016, respectively.

F-9

For unregulated generation property, cost includes direct labor and material, allocable overhead expenses and interest capitalized during construction per the provisions of GAAP related to the accounting for capitalized interest.

For substantially all depreciable property, when a unit of property is retired, the original cost of that property less any salvage value is charged to Accumulated depreciation and amortization, consistent with composite depreciation practices.

Property is evaluated for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable.

Repairs and Maintenance

Costs associated with maintenance activities are recognized at the time the work is performed. These costs, which include labor, materials and supplies, and outside services required to maintain equipment and facilities, are capitalized or expensed based on defined units of property.

Depreciation

Depreciation expense is calculated using the straight-line method, which allocates the cost of property over its estimated useful life. For DPL’s generation, transmission and distribution assets, straight-line depreciation is applied monthly on an average composite basis using group rates that approximated 4.3% in 2018, 5.0% in 2017 and 6.1% in 2016 (including property classified in non-current assets of discontinued operations and held-for-sale businesses in 2017 and 2016). Depreciation expense was $66.5 million, $70.4 million and $67.0 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Regulatory Accounting

As a regulated utility, DP&L applies the provisions of FASC 980 “Regulated Operations”, which gives recognition to the ratemaking and accounting practices of the PUCO and the FERC. Regulatory assets generally represent incurred costs that have been deferred because such costs are probable of future recovery in customer rates. Regulatory assets can also represent performance incentives permitted by the regulator. Regulatory assets have been included as allowable costs for ratemaking purposes, as authorized by the PUCO or established regulatory practices. Regulatory liabilities generally represent obligations to make refunds or future rate reductions to customers for previous over collections or the deferral of revenues collected for costs that DP&L expects to incur in the future.

The deferral of costs (as regulatory assets) is appropriate only when the future recovery of such costs is probable. In assessing probability, we consider such factors as specific orders from the PUCO or FERC, regulatory precedent and the current regulatory environment. To the extent recovery of costs is no longer deemed probable, related regulatory assets would be required to be expensed in current period earnings. Our regulatory assets and liabilities have been created pursuant to a specific order of the PUCO or FERC or established regulatory practices, such as other utilities under the jurisdiction of the PUCO or FERC being granted recovery of similar costs. It is probable, but not certain, that these regulatory assets will be recoverable, subject to PUCO or FERC approval. Regulatory assets and liabilities are classified as current or non-current based on the term in which recovery is expected. See Note 3 – Regulatory Matters for more information.

Inventories

Inventories are carried at average cost, net of reserves, and include coal, limestone and materials and supplies used for utility operations.

Intangibles

Intangibles include software, emission allowances and renewable energy credits. Emission allowances are carried on a first-in, first-out (FIFO) basis for purchased emission allowances. Net gains or losses on the sale of excess emission allowances, representing the difference between the sales proceeds and the cost of emission allowances, are recorded as a component of our fuel costs and are reflected in Operating income when realized. Emission allowances are amortized as they are used in our operations on a FIFO basis. Renewable energy credits are carried on a weighted average cost basis and amortized as they are used or retired.

Software is amortized over seven years. Amortization expense was $6.6 million, $5.7 million and $6.6 million for the years ended December 31, 2018, 2017 and 2016, respectively. The estimated amortization expense of this internal-use software over the next five years is $15.0 million ($4.2 million in 2019, $3.2 million in 2020, $3.0 million in 2021, $2.6 million in 2022 and $2.0 million in 2023).

F-10

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of the existing assets and liabilities, and their respective income tax bases. We establish an allowance when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Our tax positions are evaluated under a more likely than not recognition threshold and measurement analysis before they are recognized for financial statement reporting. Uncertain tax positions have been classified as noncurrent income tax liabilities unless expected to be paid within one year. Our policy for interest and penalties is to recognize interest and penalties as a component of the provision for income taxes in the Consolidated Statement of Operations.

Income taxes payable, which are includable in allowable costs for ratemaking purposes in future years, are recorded as regulatory assets or liability with a corresponding deferred tax liability or asset. Investment tax credits that reduced federal income taxes in the years they arose have been deferred and are being amortized to income over the useful lives of the properties in accordance with regulatory treatment. See Note 3 – Regulatory Matters for additional information.

DPL and its subsidiaries file U.S. federal income tax returns as part of the consolidated U.S. income tax return filed by AES. The consolidated tax liability is allocated to each subsidiary based on the separate return method which is specified in our tax allocation agreement and which provides a consistent, systematic and rational approach. See Note 8 – Income Taxes for additional information.

Financial Instruments

Our Master Trust investments in debt and equity financial instruments of publicly traded entities are classified as equity investments. These equity securities are carried at fair value and unrealized gains and losses on these securities are recorded in Other income. As these financial instruments are held to be used for the benefit of employees participating in employee benefit plans and are not used for general operating purposes, they are classified as non-current in Other deferred assets on the Consolidated Balance Sheets.

Held-for-sale Businesses

A business classified as held-for-sale is reflected on the balance sheet at the lower of its carrying amount or estimated fair value less cost to sell. A loss is recognized if the carrying amount of the business exceeds its estimated fair value less cost to sell. This loss is limited to the carrying value of long-lived assets until the completion of the sale, at which point, any additional loss is recognized. If the fair value of the business subsequently exceeds the carrying amount while the business is still held-for-sale, any impairment expense previously recognized will be reversed up to the lower of the previously recognized expense or the subsequent excess.

Assets and liabilities related to a business classified as held-for-sale are segregated in the current balance sheet in the period in which the business is classified as held-for-sale. Assets and liabilities of held-for-sale businesses are classified as current when they are expected to be disposed of within twelve months. Transactions between the business held-for-sale and businesses that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held-for-sale. See Note 15 – Discontinued Operations for further information.

Discontinued Operations

Discontinued operations reporting occurs only when the disposal of a business or a group of assets represents a strategic shift that has (or will have) a major effect on our operations and financial results. We report financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Prior period amounts in the statement of operations and balance sheet are retrospectively revised to reflect the businesses determined to be discontinued operations. The cash flows of businesses that are determined to be discontinued operations are included within the relevant categories within operating, investing and financing activities on the face of the Consolidated Statements of Cash Flows.

Transactions between the businesses determined to be discontinued operations and businesses that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held-for-sale. The results of discontinued operations include any gain or loss recognized on closing or adjustment of the carrying amount to fair value. See Note 15 – Discontinued Operations for further information.

F-11

Accounting for Taxes Collected from Customers and Remitted to Governmental Authorities

DP&L collects certain excise taxes levied by state or local governments from its customers. DP&L’s excise taxes and certain other taxes are accounted for on a net basis and recorded as a reduction in revenues in the accompanying Consolidated Statements of Operations. The amounts for the years ended December 31, 2018, 2017 and 2016, were $51.7 million, $49.4 million and $50.9 million, respectively.

Cash and Cash Equivalents

Cash and cash equivalents are stated at cost, which approximates fair value. All highly liquid short-term investments with original maturities of three months or less are considered cash equivalents.

Restricted Cash

Restricted cash includes cash which is restricted as to withdrawal or usage. The nature of the restrictions includes restrictions imposed by agreements related to deposits held as collateral and cash collected under the DMR which is restricted to pay debt obligations at DPL and DP&L and position DP&L to modernize and/or maintain its transmission and distribution infrastructure.

The following table provides a summary of cash, cash equivalents, and restricted cash amounts reported on the Consolidated Balance Sheet that reconcile to the total of such amounts as shown on the Consolidated Statements of Cash Flows:

$ in millions	December 31, 2018		December 31, 2017
Cash and cash equivalents	$	90.5	$	24.5
Restricted cash	21.2		0.4
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	111.7	$	24.9

Financial Derivatives

All derivatives are recognized as either assets or liabilities in the balance sheets and are measured at fair value. Changes in the fair value are recorded in earnings unless the derivative is designated as a cash flow hedge of a forecasted transaction or it qualifies for the normal purchases and sales exception.

We use interest rate hedges to manage the interest rate risk of our variable rate debt. We use cash flow hedge accounting when the hedge or a portion of the hedge is deemed to be highly effective, which results in changes in fair value being recorded within accumulated other comprehensive income, a component of shareholder’s equity. We have elected not to offset net derivative positions in the financial statements. Accordingly, we do not offset such derivative positions against the fair value of amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral under master netting agreements. See Note 6 – Derivative Instruments and Hedging Activities for additional information.

Insurance and Claims Costs

In addition to insurance obtained from third-party providers, MVIC, a wholly-owned captive subsidiary of DPL, provides insurance coverage solely to us and our subsidiaries for workers’ compensation, general liability, and property damage on an ongoing basis. Insurance and Claims Costs on DPL’s Consolidated Balance Sheets associated with MVIC include estimated liabilities of approximately $4.1 million and $3.0 million at December 31, 2018 and 2017, respectively. DPL has estimated liabilities for medical, life, disability, and other reserves for claims costs below certain coverage thresholds of third-party providers of approximately $4.3 million and $4.4 million at December 31, 2018 and 2017, respectively, within Other current liabilities and Other deferred credits on the balance sheets. The estimated liabilities for workers’ compensation, medical, life and disability costs at DPL are actuarially determined using certain assumptions. There is uncertainty associated with these loss estimates, and actual results may differ from the estimates. Modification of these loss estimates based on experience and changed circumstances is reflected in the period in which the estimate is re-evaluated.

Pension and Postretirement Benefits

We recognize in our Consolidated Balance Sheets an asset or liability reflecting the funded status of pension and other postretirement plans with current-year changes from actuarial gains or losses related to our regulated operations, that would otherwise be recognized in AOCI, recorded as a regulatory asset as this can be recovered through future rates. Such changes that are not related to our regulated operations are recognized in AOCI. All plan assets are recorded at fair value. We follow the measurement date provisions of the accounting guidance, which require a year-end measurement date of plan assets and obligations for all defined benefit plans.

F-12

We account for and disclose pension and postretirement benefits in accordance with the provisions of GAAP relating to the accounting for pension and other postretirement plans. These GAAP provisions require the use of assumptions, such as the discount rate for liabilities and long-term rate of return on assets, in determining the obligations, annual cost and funding requirements of the plans. Consistent with the requirements of FASC 715, we apply a disaggregated discount rate approach for determining service cost and interest cost for our defined benefit pension plans and postretirement plans.

See Note 9 – Benefit Plans for more information.

Related Party Transactions

In the normal course of business, DPL enters into transactions with related parties. All material intercompany accounts and transactions are eliminated in DPL’s Consolidated Financial Statements.

See Note 12 – Related Party Transactions for more information on Related Party Transactions.

DPL Capital Trust II

DPL has a wholly-owned business trust, DPL Capital Trust II (the Trust), formed for the purpose of issuing trust capital securities to third-party investors. Effective in 2003, DPL deconsolidated the Trust upon adoption of the accounting standards related to variable interest entities and currently treats the Trust as an unconsolidated subsidiary. The Trust holds mandatorily redeemable trust capital securities. The investment in the Trust, which amounts to $0.2 million and $0.3 million at December 31, 2018 and 2017, respectively, is included in Other deferred assets within Other noncurrent assets. DPL also has a note payable to the Trust amounting to $15.6 million and $15.6 million at December 31, 2018 and 2017, respectively, that was established upon the Trust’s deconsolidation in 2003. See Note 7 – Long-term debt for additional information.

In addition to the obligations under the note payable mentioned above, DPL also agreed to a security obligation which represents a full and unconditional guarantee of payments to the capital security holders of the Trust.

F-13

New accounting pronouncements adopted in 2018

The following table provides a brief description of recently adopted accounting pronouncements that had an impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or did not have a material impact on our consolidated financial statements.

Accounting Standard	Description	Date of Adoption	Effect on the financial statements upon adoption
New Accounting Standards Adopted
2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	This standard aligns the accounting for implementation costs incurred for a cloud computing arrangement that is a service with the requirement for capitalizing implementation costs associated with developing or obtaining internal-use software. Transition method: retrospective or prospective.	October 1, 2018	We elected to early-adopt this standard on a prospective basis, effective for fiscal year 2018. The adoption of this standard did not have a material impact on our financial statements.
2018-14, Compensation— Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework	This standard modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Transition method: retrospective.	Early adoption elected, January 1, 2018	Impact limited to changes in financial statement disclosures.
2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost	This standard changes the presentation of non-service costs associated with defined benefit plans and updates the guidance so that only the service cost component will be eligible for capitalization. Transition method: retrospective for presentation of non-service cost and prospective for the change in capitalization.	January 1, 2018	For the years ended December 31, 2017 and 2016 we reclassified non-service pension costs from Operating expenses to Other expense of $2.2 million and $3.2 million, respectively.
2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)	This standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Transition method: retrospective.	January 1, 2018	For the years ended December 31, 2017 and 2016, we reclassified from "Net cash used in investing activities" to "Net increase / (decrease) in cash, cash equivalents and restricted cash" $27.1 million and ($11.8) million, respectively.
2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	The standard significantly revises an entity’s accounting related to (1) classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosures of financial instruments. Transition method: modified retrospective. Prospective for equity investments without readily determinable fair value.	January 1, 2018	We adopted this standard January 1, 2018. At that date, we transferred $1.6 million ($1.0 million net of tax) of unrealized gains from AOCI to Accumulated Deficit.
2014-09, 2015-14, 2016-08, 2016-10, 2016-12, 2016-20, 2017-10, 2017-13, Revenue from Contracts with Customers (Topic 606)	See discussion of the ASU below.	January 1, 2018	See impact upon adoption of the standard below.

Adoption of FASC Topic 606, "Revenue from Contracts with Customers"

On January 1, 2018, we adopted ASU 2014-09, "Revenue from Contracts with Customers", and its subsequent corresponding updates ("FASC 606"). The core principle of this standard is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We applied the modified retrospective method of adoption to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning January 1, 2018 are presented under FASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under the previous revenue recognition standard. For contracts that were modified before January 1, 2018, we have not retrospectively restated the contracts for modifications. We instead reflected the aggregate effect of all modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price. We do not expect the adoption of the new revenue standard to have a material impact to our net income on an ongoing basis.

F-14

There was no cumulative effect to our January 1, 2018 Consolidated Balance Sheet resulting from the adoption of FASC 606.

New accounting pronouncements issued but not yet effective - The following table provides a brief description of recent accounting pronouncements that could have a material impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or are expected to have no material impact on our consolidated financial statements.

Accounting Standard	Description	Date of Adoption	Effect on the financial statements upon adoption
New Accounting Standards Issued but Not Yet Effective
2018-02, Income Statement - Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from AOCI	This amendment allows a reclassification of the stranded tax effects resulting from the implementation of the Tax Cuts and Jobs Act from AOCI to retained earnings. Because this amendment only relates to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.	January 1, 2019. Early adoption is permitted.	We do not expect any impact on our consolidated financial statements upon adoption of the standard on January 1, 2019.
2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities	The standard updates the hedge accounting model to expand the ability to hedge nonfinancial and financial risk components, reduce complexity, and ease certain documentation and assessment requirements. When facts and circumstances are the same as at the previous quantitative test, a subsequent quantitative effectiveness test is not required. The standard also eliminates the requirement to separately measure and report hedge ineffectiveness. For cash flow hedges, this means that the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to earnings in the same income statement line as the hedged item in the period in which it settles. Transition method: modified retrospective with the cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date. Prospective for presentation and disclosures.	January 1, 2019. Early adoption is permitted.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.
2018-19, 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The standard updates the impairment model for financial assets measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses as it is done today, except that the losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities. Transition method: various.	January 1, 2020. Early adoption is permitted only as of January 1, 2019.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.
2016-02, 2018-01, 2018-10, 2018-11, 2018-20 Leases (Topic 842)	See discussion of the ASU below.	January 1, 2019. Early adoption is permitted.	We have adopted the standard on January 1, 2019; see below for the evaluation of the impact of its adoption on our consolidated financial statements.

Adoption of FASC Topic 842, "Leases"

ASU 2016-02 and its subsequent corresponding updates require lessees to recognize assets and liabilities for most leases but recognize expenses in a manner similar to today’s accounting. For lessors, the guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. The guidance also eliminates today’s real estate-specific provisions.

The standard must be adopted using a modified retrospective approach. The FASB has provided an optional transition method, which we have elected, that allows entities to continue to apply the guidance in FASC 840 Leases to the comparative periods presented in the year of adoption. Under this transition method, we will apply the transition provisions starting on January 1, 2019.

We have elected to apply a package of practical expedients that allow lessees and lessors not to reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) whether initial direct costs for any expired or existing leases qualify for capitalization under FASC 842. These three practical expedients must be elected as a package and must be consistently applied to all leases.

F-15

We have also elected to apply an optional transition practical expedient for land easements that allows an entity to continue applying its current accounting policy for all land easements that exist before the standard’s effective date that were not previously accounted for under FASC 840.

We established a task force focused on the identification of contracts that would be under the scope of the new standard and on the assessment and measurement of the right-of-use assets and related liabilities. Additionally, the implementation team has been working on the configuration of a lease accounting tool that will support the implementation and the subsequent accounting. The implementation team has also evaluated changes to our business processes, systems and controls to support recognition and disclosure under the new standard.

Under FASC 842, it is expected that fewer contracts will contain a lease. However, due to the elimination of the real estate-specific guidance and changes to certain lessor classification criteria, more leases will qualify as sales-type leases and direct financing leases. Under these two models, a lessor will derecognize the asset and will recognize a lease receivable. According to FASC 842, the lease receivable includes the fair value of the plant after the contract period but does not include any variable payments such as margin on the sale of energy. Therefore, the lease receivable could be significantly different than the carrying amount of the underlying asset at lease commencement. In such circumstances, the difference between the initially recognized lease receivable and the carrying amount of the underlying asset is recognized as a gain/loss at lease commencement.

The adoption of FASC 842 did not have a material impact on our consolidated financial statements.

Note 2 – Supplemental Financial Information

	December 31,
$ in millions	2018			2017
Accounts receivable, net
Customer receivables	$	55.8		$	45.2
Unbilled revenue	16.8			18.0
Due from PJM transmission enhancement settlement (a)	16.5			—
Other	2.3			2.5
Provisions for uncollectible accounts	(0.9		)	(1.1		)
Total accounts receivable, net	$	90.5		$	64.6
Inventories, at average cost
Fuel and limestone	$	1.9		$	4.1
Materials and supplies	8.3			8.1
Other	0.5			0.5
Total inventories, at average cost	$	10.7		$	12.7

(a) - See Note 3 – Regulatory Matters for more information.

F-16

Accumulated Other Comprehensive Income / (Loss)

The amounts reclassified out of Accumulated Other Comprehensive Income / (Loss) by component during the years ended December 31, 2018, 2017 and 2016 are as follows:

Details about Accumulated Other Comprehensive Income / (Loss) Components	Affected line item in the Consolidated Statements of Operations	Years ended December 31,
$ in millions		2018			2017			2016
Gains and losses on equity securities (Note 5):
	Other deductions	$	—		$	(0.1	)	$	—
	Income tax expense	—			—			—
	Net of income taxes	—			(0.1		)	—
Gains and losses on cash flow hedges (Note 6):
	Interest expense	(1.2		)	(1.0		)	(1.0		)
	Income tax benefit	0.4			0.3			0.5
	Net of income taxes	(0.8		)	(0.7		)	(0.5		)
	Gain / (loss) from discontinued operations	4.4			(11.4		)	(45.4		)
	Tax benefit / (expense) from discontinued operations	(1.2		)	4.1			16.2
	Net of income taxes	3.2			(7.3		)	(29.2		)
Amortization of defined benefit pension items (Note 9):
	Other income	0.8			1.5			1.6
	Income tax expense	(0.2		)	(0.5		)	(0.6		)
	Net of income taxes	0.6			1.0			1.0
Total reclassifications for the period, net of income taxes		$	3.0		$	(7.1	)	$	(28.7	)

The changes in the components of Accumulated Other Comprehensive Income / (Loss) during the years ended December 31, 2018 and 2017 are as follows:

$ in millions	Gains / (losses) on equity securities			Gains / (losses) on cash flow hedges			Change in unfunded pension obligation			Total
Balance at December 31, 2016	$	0.6		$	13.1		$	(13.4	)	$	0.3
Other comprehensive income / (loss) before reclassifications	0.5			9.6			(2.5		)	7.6
Amounts reclassified from accumulated other comprehensive income / (loss)	(0.1		)	(8.0		)	1.0			(7.1		)
Net current period other comprehensive income / (loss)	0.4			1.6			(1.5		)	0.5
Balance at December 31, 2017	1.0			14.7			(14.9		)	0.8
Other comprehensive loss before reclassifications	—			(0.1		)	(0.5		)	(0.6		)
Amounts reclassified from accumulated other comprehensive income to earnings	—			2.4			0.6			3.0
Net current period other comprehensive income	—			2.3			0.1			2.4
Amounts reclassified from accumulated other comprehensive income to accumulated deficit (a)	(1.0		)	—			—			(1.0		)
Balance at December 31, 2018	$	—		$	17.0		$	(14.8	)	$	2.2

(a) ASU 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities” was effective as of January 1, 2018. This ASU requires the change in the fair value of equity instruments to be recorded in income rather than in OCI. Equity Instruments were defined to include all mutual funds, regardless of the underlying investments. Therefore, as of January 1, 2018, AOCI of $1.6 million ($1.0 million net of tax) was reversed to Accumulated Deficit.

Note 3 – Regulatory Matters

Distribution Rate Order

On September 26, 2018 the PUCO issued the DRO establishing new base distribution rates for DP&L, which became effective October 1, 2018. The DRO approved, without modification, a stipulation and recommendation

F-17

previously filed by DP&L, along with various intervening parties and the PUCO staff. The DRO established a revenue requirement of $248.0 million for DP&L's electric service base distribution rates which reflects an increase to distribution revenues of approximately $29.8 million per year. In addition to the increase in base distribution rates, and among other matters, the DRO provides for a return on equity of 9.999% and a cost of long-term debt of 4.8% and for the following items:

DIR – The DRO authorized DP&L to begin charging a Distribution Investment Rider ("DIR") set initially at $12.2 million annually, effective October 1, 2018. The DIR revenue requirement shall be updated quarterly and will increase as DP&L makes qualified investments in its distribution network, subject to annual revenue limits which increase each year; the revenue limit for 2019 is $22.0 million. The DIR will expire in November 2022 unless DP&L files a base distribution rate case on or before October 31, 2022, in which case the DIR will expire in November 2023.

Decoupling Rider – The DRO eliminated provisions in the existing decoupling rider which allowed DP&L to recover lost revenues resulting from the implementation of energy efficiency programs and replaced it with a revenue requirement that attempts to eliminate the impacts of weather and demand on DP&L’s revenues from residential and commercial distribution customers beginning January 1, 2019. As a result, in years with very mild weather and/or decreased demand, DP&L will be able to accrue a regulatory asset for recovery through the rider to normalize the revenues. Conversely, in periods of extreme temperatures or high demand for electricity, DP&L may record a liability for future reimbursement to customers. The rider also includes a one-time $3.7 million revenue requirement based on the increase in the number of DP&L’s residential and commercial customers from the rate case test year until September 30, 2018. Such amount was accrued and included in revenues in the third quarter of 2018 and will be collected by DP&L in 2019.

TCJA – The DRO partially resolved the TCJA impacts. The new distribution rates include the impacts of the decrease in current federal income taxes beginning October 1, 2018. The DRO did not designate how much DP&L may owe for any overcollection of taxes from January 1, 2018 through September 30, 2018, nor did it resolve any decrease in future rates related to amortization of excess accumulated deferred income taxes (“ADIT”). The DRO did, however, stipulate that DP&L must refund its customers an amount no less than $4.0 million per year for the first five years of the amortization period unless all balances owed are fully returned within the first five years. For more on the impacts of the TCJA, see below.

Vegetation Management Costs – The DRO authorizes DP&L to defer as a regulatory asset, with no carrying costs, annual expenses for vegetation management performed by third-party vendors. For calendar year 2018 annual expenses which are incremental to the baseline of $10.7 million can be deferred up to a $4.6 million cap. For calendar years 2019 and thereafter, annual expenses in excess of $15.7 million can be deferred up to a $4.6 million annual cap. Annual spending of less than the vegetation management baseline amounts will result in a reduction to the regulatory asset or creation of a regulatory liability. For 2018, DP&L accrued a regulatory asset for the maximum amount of $4.6 million based upon such provisions and spending above the baseline.

In December 2018, DP&L filed a Distribution Modernization Plan (“DMP”) with the PUCO proposing to invest $576.0 million in capital projects over the next 10 years. There are eight principal components of DP&L’s DMP: 1) Smart Meters, 2) Self-Healing Grid, 3) Customer Engagement, 4) Enhancing Sustainability and Embracing Innovation. 5) Telecommunications, 6) Physical and Cyber Security, 7) Governance and Analytics, and 8) Grid Modernization R&D.

ESP Order

On March 13, 2017, DP&L filed an amended stipulation to its 2017 ESP, which was subject to approval by the PUCO. A final decision was issued by the PUCO on October 20, 2017, modifying and adopting the amended stipulation and recommendation. The six-year 2017 ESP establishes DP&L's framework for providing retail service on a going-forward basis including rate structures, non-bypassable charges and other specific rate recovery true-up mechanisms which include, but are not limited to, the following:

• Bypassable standard offer energy rates for DP&L’s customers based on competitive bid auctions;

• The establishment of a three year non-bypassable Distribution Modernization Rider (DMR) designed to collect $105.0 million in revenue per year to pay debt obligations at DPL and DP&L and position DP&L to modernize and/or maintain its transmission and distribution infrastructure with an option for DP&L to file for

F-18

an extension of the rider for an additional two years in an amount subject to approval by the PUCO. Consistent with that settlement and the PUCO order, on January 22, 2019, DP&L filed a request to extend the DMR for the additional two years at an annual revenue amount of $199.0 million. That request is pending PUCO review;

• The establishment of a non-bypassable Distribution Investment Rider to recover incremental distribution capital investments, the amount of which was established in the DP&L DRO;

• A non-bypassable Reconciliation Rider permitting DP&L to defer, recover or credit the net proceeds from selling energy and capacity received as part of DP&L’s investment in OVEC and DP&L's OVEC related costs;

• Implementation by DP&L of a Smart Grid Rider, Economic Development Rider, Economic Development Fund, Regulatory Compliance Rider and certain other new, or changes to existing, rates, riders and competitive retail market enhancements, with tariffs consistent with the order. These riders became effective November 1, 2017;

• A commitment to commence a sale process to sell our ownership interests in the Miami Fort, Zimmer and Conesville coal-fired generation plants, with all sales proceeds used to pay debt of DPL and DP&L;

• Restrictions on DPL making dividend or tax sharing payments and an obligation to convert then existing tax payments owed by DPL to AES into equity investments in DPL. See Note 8 – Income Taxes and Note 10 – Equity for more information on the tax sharing payment restrictions; and

• Various other riders and competitive retail market enhancements.

On October 19, 2018 IGS, a retail electricity supplier, filed a Notice of Withdrawal from the amended settlement, citing a material modification by the PUCO's October 2017 order. To address the withdrawal, the PUCO established a new procedural schedule, including a hearing currently scheduled to begin April 1, 2019. Additionally, on January 7, 2019, the Ohio Consumers' Counsel appealed the 2017 ESP Order to the Supreme Court of Ohio. That appeal is pending.

DP&L is subject to a SEET threshold and is required to apply general rules for calculating earnings and comparing them to a comparable group to determine whether there were significantly excessive earnings during a given calendar year. The 2017 ESP maintains DP&L’s return on equity SEET threshold at 12% and provides that DMR amounts are excluded from the SEET calculation. On October 22, 2018, a stipulation was reached agreeing that DP&L did not exceed the SEET threshold for 2016 or 2017. That stipulation is pending PUCO approval. In future years, the SEET could have a material effect on results of operations, financial condition and cash flows.

Impact of Tax Reform

On January 10, 2018 the PUCO initiated a proceeding to consider the impacts of the TCJA to determine the appropriate course of action to pass benefits resulting from the legislation on to ratepayers. The PUCO also directed Ohio utilities to record deferred liabilities for the estimated reduction in federal income tax resulting from the TCJA beginning January 1, 2018. Under the terms of the ESP, DPL will not make tax sharing payments. Under the terms of the stipulation in the distribution rate case mentioned above, DP&L agreed to file an application at the PUCO by March 1, 2019 to refund eligible excess accumulated deferred income taxes (ADIT) and any related regulatory liability over a ten-year period. Excess ADIT related to depreciation life and method differences will be returned to customers in accordance with federal tax law and related regulations. DP&L’s rates were set using the new tax rate as a result of the distribution rate case.

FERC Proceedings

On May 8, 2018, DP&L filed to adjust its FERC jurisdictional transmission rates to reflect the effects of the decrease in federal income tax rates on the current portion of income tax expense as part of the TCJA, resulting in a decrease of approximately $2.4 million annually. The revised rates are in effect and all DP&L over and undercollections dating back to the March 21st effective date were settled in December 2018.

On November 15, 2018 FERC issued a Notice of Proposed Rulemaking to address amortization of excess accumulated deferred income taxes resulting from the TCJA and their impact on transmission rates. Such notice requires all public utility transmission providers with stated transmission rates under an Open Access Transmission Tariff (OATT) to determine the amount of excess deferred income taxes caused by the TCJA. DP&L is unable to predict the outcome of this notice or the impact it may have on our Consolidated Financial Statements.

PJM Transmission Enhancement Settlement

On May 31, 2018, the FERC issued an Order on Contested Settlement regarding the cost allocation method for existing and new transmission facilities contained in the PJM Interconnection’s OATT. The FERC order approved

F-19

the settlement which reduces DP&L’s transmission costs through PJM beginning in August 2018, including credits to reimburse DP&L for amounts overcharged in prior years. DP&L estimates the prior overcharge by PJM to be $41.6 million, of which approximately $14.3 million has been repaid to DP&L through December 31, 2018 and $16.5 million is classified as current in "Accounts receivable, net" and $10.8 million is classified as non-current in "Other deferred assets" on the accompanying Consolidated Balance Sheet. All of the transmission charges and credits impacted by this FERC order are items that are included for full recovery in DP&L’s nonbypassable TCRR. Accordingly, DP&L has also established offsetting regulatory liabilities. While this development will have a temporary cash flow benefit to DP&L, there is no impact to operating income or net income as all credits will be passed to DP&L’s customers through the TCRR, which began in November 2018.

Regulatory Assets and Liabilities

In accordance with FASC 980, we have recognized total regulatory assets of $193.7 million and $187.1 million at December 31, 2018 and 2017, respectively, and total regulatory liabilities of $313.2 million and $236.0 million at December 31, 2018 and 2017, respectively. Regulatory assets and liabilities are classified as current or non-current based on the term in which recovery is expected. See Note 1 – Overview and Summary of Significant Accounting Policies for accounting policies regarding Regulatory Assets and Liabilities.

The following table presents DPL’s Regulatory assets and liabilities:

	Type of Recovery	Amortization Through	December 31,
$ in millions			2018		2017
Regulatory assets, current:
Undercollections to be collected through rate riders	A/B	2019	$	40.5	$	23.9
Rate case expenses being recovered in base rates	B	2019	0.6		—
Total regulatory assets, current			41.1		23.9
Regulatory assets, non-current:
Pension benefits	B	Ongoing	87.5		92.4
Unrecovered OVEC charges	C	Undetermined	28.7		27.8
Fuel costs	B	2020	3.3		9.3
Regulatory compliance costs	B	2020	6.1		9.2
Smart grid and AMI costs	B	Undetermined	8.5		7.3
Unamortized loss on reacquired debt	B	Various	6.0		7.0
Deferred storm costs	A	Undetermined	4.7		2.1
Deferred vegetation management and other	A/B	Undetermined	7.8		8.1
Total regulatory assets, non-current			152.6		163.2
Total regulatory assets			$	193.7	$	187.1
Regulatory liabilities, current:
Overcollection of costs to be refunded through rate riders	A/B	2019	$	34.9	$	14.8
Total regulatory liabilities, current			34.9		14.8
Regulatory liabilities, non-current:
Estimated costs of removal - regulated property		Not Applicable	139.1		132.8
Deferred income taxes payable through rates		Various	116.3		83.4
PJM transmission enhancement settlement	A	2025	16.9		—
Postretirement benefits	B	Ongoing	6.0		5.0
Total regulatory liabilities, non-current			278.3		221.2
Total regulatory liabilities			$	313.2	$	236.0

A – Recovery of incurred costs plus rate of return.

B – Recovery of incurred costs without a rate of return.

C – Recovery not yet determined, but recovery is probable of occurring in future rate proceedings.

Current regulatory assets and liabilities primarily represent costs that are being recovered per specific rate order; recovery for the remaining costs is probable, but not certain. DP&L is earning a net return on $5.5 million of this net deferral. These items include undercollection of: (i) Distribution Modernization Rider revenues, (ii) decoupling rider (see above), (iii) uncollectible rider and (iv) energy efficiency rider. It also includes the current portion of the following deferred costs which are described in greater detail below: unbilled fuel, regulatory compliance rider costs and deferred storm costs. As current liabilities, this includes overcollection of: (i) competitive bidding energy and auction costs, (ii) energy efficiency program costs, (iii) alternative energy rider, (iv) economic development rider, (v) certain transmission related costs including current portion of PJM transmission enhancement settlement (see above) and (vi) reconciliation rider.

F-20

Pension benefits represent the qualifying FASC 715 “Compensation - Retirement Benefits” costs of our regulated operations that for ratemaking purposes are deferred for future recovery. We recognize an asset for a plan’s overfunded status or a liability for a plan’s underfunded status, and recognize, as a component of OCI, the changes in the funded status of the plan that arise during the year that are not recognized as a component of net periodic benefit cost. This regulatory asset represents the regulated portion that would otherwise be charged as a loss to OCI. As per PUCO and FERC precedents, these costs are probable of future rate recovery.

Unrecovered OVEC charges includes the portion of charges from OVEC that were not recoverable through DP&L’s fuel rider from October 2014 through October 2017. DP&L expects to recover these costs through a future rate proceeding. Beginning on November 1, 2017, such costs are being recovered through DP&L’s Reconciliation Rider which was authorized as part of the 2017 ESP.

Fuel costs represent unrecovered fuel costs related to DP&L’s fuel rider from 2010 through 2015 resulting from a declining SSO customer base. DP&L was granted recovery of these costs without a return through the SSO as approved in the 2017 ESP. These costs are being recovered over the three-year period that began November 1, 2017.

Regulatory compliance rider represents the long-term portion of the regulatory compliance rider which was established by the 2017 ESP to recover the following costs: (i) Consumer Education Campaign, (ii) Retail Settlement System, (iii) Generation Separation, (iv) Bill Format Redesign, (v) Green Pricing Tariff and (vi) Supplier Consolidated Billing. All of these costs except for Generation Separation earn a return. These costs are being recovered over a three-year period.

Rate case costs represents costs associated with preparing a distribution rate case. DP&L was granted recovery of these costs which do not earn a return, as part of the DRO.

Smart Grid and AMI costs represent costs incurred as a result of studying and developing distribution system upgrades and implementation of AMI. On October 19, 2010, DP&L elected to withdraw its case pertaining to the Smart Grid and AMI programs. The PUCO accepted the withdrawal in an order issued on January 5, 2011. The PUCO also indicated that it expects DP&L to continue to monitor other utilities’ Smart Grid and AMI programs and to explore the potential benefits of investing in Smart Grid and AMI programs and that DP&L will, when appropriate, file new Smart Grid and/or AMI business cases in the future. DP&L requested recovery of these costs as part of the December 2018 DMP filing with the PUCO described earlier.

Unamortized loss on reacquired debt represents losses on long-term debt reacquired or redeemed in prior periods that have been deferred. These deferred losses are being amortized over the lives of the original issues in accordance with the rules of the FERC and the PUCO.

Deferred storm costs represent the long-term portion of deferred costs for major storms which occurred during 2017 and 2018. The 2017 ESP granted DP&L approval to establish a rider by which to seek recovery of these types of costs with a return. DP&L plans to file petitions seeking recovery of each calendar year of storm costs in the following calendar year. Recovery of these costs is probable by 2020, but not certain.

Estimated costs of removal - regulated property reflect an estimate of amounts collected in customer rates for costs that are expected to be incurred in the future to remove existing transmission and distribution property from service when the property is retired.

Deferred income taxes payable through rates represent deferred income tax liabilities recognized from the normalization of flow-through items as the result of taxes previously charged to customers. A deferred income tax asset or liability is created from a difference in income recognition between tax laws and accounting methods. As a regulated utility, DP&L includes in ratemaking the impacts of current income taxes and changes in deferred income tax liabilities or assets. On December 22, 2017, the TCJA was signed, which includes a provision to, among other things, reduce the federal corporate income tax rate to 21%, beginning January 1, 2018. As required by GAAP, on December 31, 2017, DP&L remeasured its deferred income tax assets and liabilities using the new expected tax rate. DP&L believes that the portion of the reduction in the net deferred tax liability which is related to deferred taxes considered in ratemaking will be used in future ratemaking to reduce jurisdictional retail rates. Accordingly, this liability reflects the estimated deferred taxes DP&L expects to return to customers in future periods.

F-21

Postretirement benefits represent the qualifying FASC 715 “Compensation – Retirement Benefits” gains related to our regulated operations that, for ratemaking purposes, are probable of being reflected in future rates. We recognize an asset for a plan’s overfunded status or a liability for a plan’s underfunded status, and recognize, as a component of OCI, the changes in the funded status of the plan that arise during the year that are not recognized as a component of net periodic benefit cost. This regulatory liability represents the regulated portion that would otherwise be reflected as a gain to OCI.

Note 4 – Property, Plant and Equipment

The following is a summary of DPL’s Property, plant and equipment with corresponding composite depreciation rates at December 31, 2018 and 2017:

	December 31, 2018			December 31, 2017
$ in millions			Composite Rate			Composite Rate (a)
Regulated:
Transmission	$	223.2	4.1%	$	242.7	4.0%
Distribution	1,289.8		4.5%	1,197.5		4.9%
General	13.2		8.5%	13.7		7.1%
Non-depreciable	60.4		N/A	64.7		N/A
Total regulated	1,586.6			1,518.6
Unregulated:
Production / Generation	—		N/A	0.2		N/A
Other	21.2		6.7%	21.1		7.0%
Non-depreciable	7.8		N/A	4.2		N/A
Total unregulated	29.0			25.5
Total property, plant and equipment in service	$	1,615.6	4.3%	$	1,544.1	5.0%

(a) Composite rates for 2017 include property classified in non-current assets of discontinued operations and held-for-sale businesses.

In June 2018, DP&L closed on a transmission asset transaction with Duke and AEP, where ownership stakes in certain previously co-owned transmission assets were exchanged to eliminate co-ownership. Each previously co-owned transmission asset became wholly-owned by one of DP&L, Duke or AEP after the transaction. This transaction also resulted in cash proceeds to DP&L of $10.6 million and no gain or loss was recorded on the transaction.

AROs

We recognize AROs in accordance with GAAP which requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time those obligations are incurred. Upon initial recognition of a legal liability, costs are capitalized as part of the related long-lived asset and depreciated over the useful life of the related asset. Our legal obligations are associated with the retirement of our long-lived assets, consisting primarily of river intake and discharge structures, coal unloading facilities, loading docks, ice breakers and ash disposal facilities. Our generation AROs related to Conesville, the closed Hutchings EGU, and the previously owned Beckjord Facility are recorded within Asset retirement obligations on the consolidated balance sheets. The generation AROs related to our other retired or sold generation facilities are recorded in Non-current liabilities of discontinued operations and held-for-sale businesses on the consolidated balance sheets and are excluded from the table below. See Note 15 – Discontinued Operations for additional information.

Estimating the amount and timing of future expenditures of this type requires significant judgment. Management routinely updates these estimates as additional information becomes available.

F-22

Changes in the Liability for AROs

$ in millions
Balance at December 31, 2016	$	15.0
Calendar 2017
Revisions to cash flow and timing estimates	(0.1		)
Accretion expense	0.4
Settlements	(0.2		)
Balance at December 31, 2017	15.1
Calendar 2018
Revisions to cash flow and timing estimates	(2.6		)
Accretion expense	0.3
Settlements (a)	(3.4		)
Balance at December 31, 2018	$	9.4

(a) Primarily includes settlement related to transfer of Beckjord Facility. See Note 16 – Dispositions for additional information.

See Note 5 – Fair Value for further discussion on ARO revisions to cash flow and timing estimates.

Asset Removal Costs

We continue to record costs of removal for our regulated transmission and distribution assets through our depreciation rates and recover those amounts in rates charged to our customers. There are no known legal AROs associated with these assets. We have recorded $139.1 million and $132.8 million in estimated costs of removal at December 31, 2018 and 2017, respectively, as regulatory liabilities for our transmission and distribution property. These amounts represent the excess of the cumulative removal costs recorded through depreciation rates versus the cumulative removal costs actually incurred. See Note 3 – Regulatory Matters for additional information.

Changes in the Liability for Transmission and Distribution Asset Removal Costs

$ in millions
Balance at December 31, 2016	$	126.5
Calendar 2017
Additions	12.0
Settlements	(5.7		)
Balance at December 31, 2017	132.8
Calendar 2018
Additions	14.3
Settlements	(8.0		)
Balance at December 31, 2018	$	139.1

Note 5 – Fair Value

The fair values of our financial instruments are based on published sources for pricing when possible. We rely on valuation models only when no other method is available to us. The fair value of our financial instruments represents estimates of possible value that may or may not be realized in the future.

The table below presents the fair value and cost of our non-derivative instruments at December 31, 2018 and 2017. See Note 6 – Derivative Instruments and Hedging Activities for the fair values of our derivative instruments.

	December 31, 2018				December 31, 2017
$ in millions	Cost		Fair Value		Cost		Fair Value
Assets
Money market funds	$	0.4	$	0.4	$	0.3	$	0.3
Equity securities	2.4		3.5		2.5		4.2
Debt securities	4.1		4.0		4.3		4.3
Hedge funds	0.1		0.1		0.1		0.2
Tangible assets	0.1		0.1		0.1		0.1
Total assets	$	7.1	$	8.1	$	7.3	$	9.1
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities
Long-term debt	$	1,475.9	$	1,519.6	$	1,704.8	$	1,819.3

F-23

Fair Value Hierarchy

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. These inputs are then categorized as:

• Level 1 (quoted prices in active markets for identical assets or liabilities);

• Level 2 (observable inputs such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active); or

• Level 3 (unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability).

Valuations of assets and liabilities reflect the value of the instrument including the values associated with counterparty risk. We include our own credit risk and our counterparty’s credit risk in our calculation of fair value using global average default rates based on an annual study conducted by a large rating agency.

We did not have any transfers of the fair values of our financial instruments among Level 1, Level 2 or Level 3 of the fair value hierarchy during the years ended December 31, 2018 and 2017.

Debt

The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as debt is presented at the carrying value, net of unamortized premium or discount, in the financial statements. The debt amounts include the current portion payable in the next twelve months and have maturities that range from 2019 to 2061.

Master Trust Assets

DP&L established a Master Trust to hold assets that could be used for the benefit of employees participating in employee benefit plans and these assets are not used for general operating purposes. ASU 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities” was effective as of January 1, 2018. This ASU requires the change in the fair value of equity instruments to be recorded in income rather than in OCI. Equity Instruments were defined to include all mutual funds, regardless of the underlying investments. Therefore, as of January 1, 2018, AOCI of $1.6 million ($1.0 million net of tax) was reversed to Accumulated Deficit and all future changes to fair value on the Master Trust Assets will be included in income in the period that the changes occur. These changes to fair value were not material for the year ended December 31, 2018. These assets are primarily comprised of open-ended mutual funds, which are valued using the net asset value per unit. These investments are recorded at fair value within Other deferred assets on the consolidated balance sheets and classified as available for sale.

During the year ended December 31, 2018, $0.5 million ($0.4 million after tax) of various investments were sold to facilitate the distribution of benefits.

F-24

The fair value of assets and liabilities at December 31, 2018 and 2017 and the respective category within the fair value hierarchy for DPL was determined as follows:

$ in millions	Fair Value at December 31, 2018 (a)								Fair Value at December 31, 2017 (a)
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Master trust assets
Money market funds	$	0.4	$	—	$	—	$	0.4	$	0.3	$	—	$	—	$	0.3
Equity securities	—		3.5		—		3.5		—		4.2		—		4.2
Debt securities	—		4.0		—		4.0		—		4.3		—		4.3
Hedge funds	—		0.1		—		0.1		—		0.2		—		0.2
Tangible assets	—		0.1		—		0.1		—		0.1		—		0.1
Total Master trust assets	0.4		7.7		—		8.1		0.3		8.8		—		9.1
Derivative assets
Interest rate hedge	—		1.5		—		1.5		—		1.5		—		1.5
Total Derivative assets	—		1.5		—		1.5		—		1.5		—		1.5
Total assets	$	0.4	$	9.2	$	—	$	9.6	$	0.3	$	10.3	$	—	$	10.6
Liabilities
Long-term debt	$	—	$	1,501.9	$	17.7	$	1,519.6	$	—	$	1,801.5	$	17.8	$	1,819.3
Total liabilities	$	—	$	1,501.9	$	17.7	$	1,519.6	$	—	$	1,801.5	$	17.8	$	1,819.3

(a) Includes credit valuation adjustment

Our financial instruments are valued using the market approach in the following categories:

• Level 1 inputs are used for money market accounts that are considered cash equivalents. The fair value is determined by reference to quoted market prices and other relevant information generated by market transactions.

• Level 2 inputs are used to value derivatives such as interest rate hedge contracts which are valued using a benchmark interest rate. Other Level 2 assets include open-ended mutual funds in the Master Trust, which are valued using the end of day NAV per unit.

• Level 3 inputs such as certain debt balances are considered a Level 3 input because the notes are not publicly traded. Our long-term debt is fair valued for disclosure purposes only.

All of the inputs to the fair value of our derivative instruments are from quoted market prices.

Our long-term debt is fair valued for disclosure purposes only and most of the fair values are determined using quoted market prices in inactive markets. These fair value inputs are considered Level 2 in the fair value hierarchy. As the Wright-Patterson Air Force Base note is not publicly traded, fair value is assumed to equal carrying value. These fair value inputs are considered Level 3 in the fair value hierarchy as there are no observable inputs. Additional Level 3 disclosures are not presented since our long-term debt is not recorded at fair value.

Non-recurring Fair Value Measurements

We use the cost approach to determine the fair value of our AROs, which are estimated by discounting expected cash outflows to their present value at the initial recording of the liability. Cash outflows are based on the approximate future disposal cost as determined by market information, historical information or other management estimates. These inputs to the fair value of the AROs would be considered Level 3 inputs under the fair value hierarchy. In 2018, DPL recorded a net reduction to its ARO liability for Conesville's ash pond and landfill of $2.6 million to reflect revisions to cash flow and timing estimates. The balance of AROs was $9.4 million and $15.1 million at December 31, 2018 and 2017, respectively, which excludes AROs associated with our discontinued operations. See Note 15 – Discontinued Operations for additional information on AROs associated with our discontinued operations.

When evaluating impairment of long-lived assets, we measure fair value using the applicable fair value measurement guidance. Impairment expense is measured by comparing the fair value at the evaluation date to the carrying amount.

F-25

The following table summarizes major categories of assets measured at fair value on a nonrecurring basis during the period and their level within the fair value hierarchy:

	Measurement	Carrying		Fair Value						Gross
$ in millions	Date	Amount (b)		Level 1		Level 2		Level 3		Loss
Long-lived assets (a)
		Year ended December 31, 2016
Conesville	December 31, 2016	$	25.0	$	—	$	—	$	1.1	23.9

(a) See Note 17 – Fixed-asset Impairments for further information

(b) Carrying amount at date of valuation

The following summarizes the significant unobservable inputs used in the Level 3 measurement on a non-recurring basis during the year ended December 31, 2016:

$ in millions	Measurement date	Fair value		Valuation technique	Unobservable input	Range (weighted average)
Long-lived assets held and used:
		Year ended December 31, 2016
Conesville	December 31, 2016	$	1.1	Discounted cash flow	Annual revenue growth	-19.3% to 10.9% (0.6%)
					Annual pre-tax operating margin	-54.3% to 99.4% (20.2%)
					Weighted-average cost of capital	N/A

Note 6 – Derivative Instruments and Hedging Activities

In the normal course of business, DPL enters into various financial instruments, including derivative financial instruments. We use derivatives principally to manage the interest rate risk associated with our long-term debt. The derivatives that we use to economically hedge these risks are governed by our risk management policies for forward and futures contracts. Our net positions are continually assessed within our structured hedging programs to determine whether new or offsetting transactions are required. We monitor and value derivative positions monthly as part of our risk management processes. We use published sources for pricing, when possible, to mark positions to market. All of our derivative instruments are used for risk management purposes and are designated as cash flow hedges if they qualify under FASC 815 for accounting purposes.

At December 31, 2018, DPL's outstanding derivative instruments were as follows:

Commodity	Accounting Treatment (a)	Unit	Purchases (in thousands)		Sales (in thousands)		Net Purchases/ (Sales) (in thousands)
Interest Rate Swaps	Designated	USD	$	140,000.0	$	—	$	140,000.0

(a) Refers to whether the derivative instruments have been designated as a cash flow hedge.

At December 31, 2017, DPL's outstanding derivative instruments were as follows:

Commodity	Accounting Treatment (a)	Unit	Purchases (in thousands)		Sales (in thousands)			Net Purchases/ (Sales) (in thousands)
FTRs (b)	Not designated	MWh	2.1		—			2.1
Natural Gas (b)	Not designated	Dths	3,322.5		(390.0		)	2,932.5
Forward Power Contracts (b)	Designated	MWh	678.5		(1,667.0		)	(988.5		)
Forward Power Contracts (b)	Not designated	MWh	871.0		(765.6		)	105.4
Interest Rate Swaps	Designated	USD	$	200,000.0	$	—		$	200,000.0

(a) Refers to whether the derivative instruments have been designated as a cash flow hedge.

(b) As of December 31, 2017, the related asset and liability balances for these derivative instruments were classified in assets and liabilities of discontinued operations and held-for-sale businesses.

Cash Flow Hedges

As part of our risk management processes, we identify the relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. The fair

F-26

values of cash flow hedges determined by current public market prices will continue to fluctuate with changes in market prices up to contract expiration. The effective portion of the hedging transaction is recognized in AOCI and transferred to earnings using specific identification of each contract when the forecasted hedged transaction takes place or when the forecasted hedged transaction is probable of not occurring. The ineffective portion of the cash flow hedge is recognized in earnings in the current period. All risk components were considered to determine the hedge effectiveness of the cash flow hedges. With the adoption of ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities effective January 1, 2019, we will no longer be required to calculate effectiveness and thus the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to earnings in the same income statement line as the hedged item in the period in which it settles.

In prior years, we entered into forward power contracts and forward natural gas contracts to manage commodity price risk exposure related to our generation of electricity. We do not hedge all commodity price risk. We reclassify gains and losses on forward power contracts from AOCI into earnings in those periods in which the contracts settle. As of December 31, 2018, we no longer held any positions in forward power contracts or forward natural gas contracts.

We have two interest rate swaps to hedge the variable interest on our $140.0 million variable interest rate tax-exempt First Mortgage Bonds. The interest rate swaps have a combined notional amount of $140.0 million and will settle monthly based on a one-month LIBOR. As of December 31, 2017, the interest rate swaps had a combined notional amount of $200.0 million. On March 29, 2018, we settled $60.0 million of these interest rate swaps due to the partial repayment of the underlying debt and a gain of $0.8 million was recorded as a reduction to interest expense. Since the swap was partially settled, the remaining swaps were de-designated and then re-designated with a new hypothetical derivative. The AOCI associated with the remaining swaps will be amortized out of AOCI into interest expense over the remaining life of the underlying debt.

We use the income approach to value the swaps, which consists of forecasting future cash flows based on contractual notional amounts and applicable and available market data as of the valuation date. The most common market data inputs used in the income approach include volatilities, spot and forward benchmark interest rates (LIBOR). Forward rates with the same tenor as the derivative instrument being valued are generally obtained from published sources, with these forward rates being assessed quarterly at a portfolio-level for reasonableness versus comparable published rates. We reclassify gains and losses on the swaps out of AOCI and into earnings in those periods in which hedged interest payments occur.

The following tables provide information on gains or losses recognized in AOCI for the cash flow hedges for the periods indicated:

	Years ended December 31,
	2018						2017						2016
$ in millions (net of tax)	Power			Interest Rate Hedges			Power			Interest Rate Hedges			Power			Interest Rate Hedges
Beginning accumulated derivative gain / (loss) in AOCI	$	(2.8	)	$	17.5		$	(4.3	)	$	17.4		$	9.2		$	17.5
Net gains / (losses) associated with current period hedging transactions	—			(0.1		)	8.8			0.8			15.7			0.4
Net gains / (losses) reclassified to earnings:
Interest Expense	—			(0.8		)	—			(0.7		)	—			(0.5		)
Income / (loss) from discontinued operations before income tax	3.2			—			(7.3		)	—			(29.2		)	—
Ending accumulated derivative gain / (loss) in AOCI	$	0.4		$	16.6		$	(2.8	)	$	17.5		$	(4.3	)	$	17.4
Portion expected to be reclassified to earnings in the next twelve months (a)	$	—		$	(0.8	)
Maximum length of time that we are hedging our exposure to variability in future cash flows related to forecasted transactions (in months)	0			20

(a) The actual amounts that we reclassify from AOCI to earnings related to power can differ from the estimate above due to market price changes.

F-27

Net gains or losses associated with the ineffective portion of the hedging transactions were immaterial in the periods presented.

Derivatives Not Designated as Hedges

In prior years certain derivative contracts were entered into on a regular basis as part of our risk management program but did not qualify for hedge accounting or the normal purchases and sales exceptions under FASC 815. Accordingly, such contracts were recorded at fair value with changes in the fair value charged or credited to the consolidated statements of operations in the period in which the change occurred. This is commonly referred to as “MTM accounting”. Contracts we entered into as part of our risk management program may have been settled financially, by physical delivery or net settled with the counterparty. We marked to market FTRs, natural gas futures and certain forward power contracts. For the years ended December 31, 2018, 2017, and 2016, all amounts related to such contracts are presented in discontinued operations. As of December 31, 2018, we no longer have any such contracts.

Certain qualifying derivative instruments we previously held were designated as normal purchases or normal sales contracts, as provided under GAAP. Derivative contracts that have been designated as normal purchases or normal sales under GAAP are not subject to MTM accounting treatment and are recognized in the consolidated statements of operations on an accrual basis. For the years ended December 31, 2018, 2017, and 2016, all amounts related to such contracts are presented in discontinued operations. As of December 31, 2018, we no longer have any such contracts.

The following tables show the amount and classification within the Consolidated Statements of Operations or Balance Sheets of the gains and losses on DPL’s derivatives not designated as hedging instruments for the years ended December 31, 2018, 2017 and 2016:

	Year ended December 31, 2018
$ in millions	FTRs		Power		Natural Gas			Total
Change in unrealized gain / (loss)	$	0.3	$	—	$	(0.1	)	$	0.2
Realized gain / (loss)	0.4		—		0.3			0.7
Total	$	0.7	$	—	$	0.2		$	0.9
Recorded in Statement of Operations: gain / (loss)
Income / (loss) from discontinued operations before income tax	$	0.7	$	—	$	0.2		$	0.9
Total	$	0.7	$	—	$	0.2		$	0.9

	Year ended December 31, 2017
$ in millions	FTRs			Power			Natural Gas		Total
Change in unrealized gain / (loss)	$	(0.4	)	$	1.9		$	0.1	$	1.6
Realized gain / (loss)	0.8			(0.7		)	1.5		1.6
Total	$	0.4		$	1.2		$	1.6	$	3.2
Recorded in Statement of Operations: gain / (loss)
Income / (loss) from discontinued operations before income tax	$	0.4		$	1.2		$	1.6	$	3.2
Total	$	0.4		$	1.2		$	1.6	$	3.2

	Year ended December 31, 2016
$ in millions	FTRs			Power			Natural Gas		Total
Change in unrealized gain / (loss)	$	0.3		$	4.0		$	—	$	4.3
Realized gain / (loss)	(0.6		)	(7.2		)	2.6		(5.2		)
Total	$	(0.3	)	$	(3.2	)	$	2.6	$	(0.9	)
Recorded in Statement of Operations: gain / (loss)
Income / (loss) from discontinued operations before income tax	$	(0.3	)	$	(3.2	)	$	2.6	$	(0.9	)
Total	$	(0.3	)	$	(3.2	)	$	2.6	$	(0.9	)

DPL has elected not to offset derivative assets and liabilities and not to offset net derivative positions against the right to reclaim cash collateral pledged (an asset) or the obligation to return cash collateral received (a liability) under derivative agreements.

F-28

The following tables summarize the derivative positions presented in the balance sheet where a right of offset exists under these arrangements and related cash collateral received or pledged; as well as the fair value, balance sheet classification and hedging designation of DPL’s derivative instruments.

Fair Values of Derivative Instruments
December 31, 2018
				Gross Amounts Not Offset in the Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position		Cash Collateral		Net Amount
Assets
Short-term derivative positions (presented in Other prepayments and current assets)
Interest Rate Swaps	Designated	$	0.9	$	—	$	—	$	0.9
Long-term derivative positions (presented in Other deferred assets)
Interest Rate Swaps	Designated	0.6		—		—		0.6
Total assets		$	1.5	$	—	$	—	$	1.5

(a)    Includes credit valuation adjustment.

Fair Values of Derivative Instruments
December 31, 2017
				Gross Amounts Not Offset in the Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position			Cash Collateral			Net Amount
Assets
Short-term derivative positions (presented in Current assets of discontinued operations and held-for-sale businesses)
Forward power contracts	Designated	$	4.9	$	(4.9	)	$	—		$	—
Forward power contracts	Not designated	5.3		(3.7		)	—			1.6
FTRs	Not designated	0.2		(0.1		)	—			0.1
Long-term derivative positions (presented in Other deferred assets)
Interest rate swaps	Designated	1.5		—			—			1.5
Long-term derivative positions (presented in Non-current assets of discontinued operations and held-for-sale businesses)
Forward power contracts	Not designated	0.6		—			—			0.6
Total assets		$	12.5	$	(8.7	)	$	—		$	3.8
Liabilities
Short-term derivative positions (presented in Current liabilities of discontinued operations and held-for-sale businesses)
Forward power contracts	Designated	$	9.0	$	(4.9	)	$	(1.4	)	2.7
Forward power contracts	Not designated	5.9		(3.7		)	—			2.2
Natural gas	Not designated	0.1		(0.1		)	—			—
FTRs	Not designated	0.3		—			—			0.3
Total liabilities		$	15.3	$	(8.7	)	$	(1.4	)	$	5.2

(a) Includes credit valuation adjustment.

F-29

Note 7 – Long-term debt

Long-term debt
$ in millions	Interest Rate	Maturity	December 31, 2018			December 31, 2017
Term loan - rates from: 3.57% - 4.82% (a) and 4.00% - 4.60% (b)		2022	$	436.1		$	440.6
Tax-exempt First Mortgage Bonds - rates from: 2.49% - 2.93% (a) and 1.29% - 1.42% (b)		2020	140.0			200.0
U.S. Government note	4.2%	2061	17.7			17.8
Unamortized deferred financing costs			(6.3		)	(9.8		)
Unamortized debt discounts and premiums, net			(1.4		)	(2.0		)
Total long-term debt at subsidiary			586.1			646.6
Bank term loan - rates from: 3.02% - 4.10% (a) and 2.67% - 3.02% (b)		2020	—			70.0
Senior unsecured bonds	6.75%	2019	99.0			200.0
Senior unsecured bonds	7.25%	2021	780.0			780.0
Note to DPL Capital Trust II (c)	8.125%	2031	15.6			15.6
Unamortized deferred financing costs			(4.3		)	(6.8		)
Unamortized debt discounts and premiums, net			(0.5		)	(0.6		)
Total long-term debt			1,475.9			1,704.8
Less: current portion			(103.6		)	(4.6		)
Long-term debt, net of current portion			$	1,372.3		$	1,700.2

(a) Range of interest rates for the year ended December 31, 2018.

(b) Range of interest rates for the year ended December 31, 2017.

(c) Note payable to related party. See Note 12 – Related Party Transactions for additional information.

At December 31, 2018, maturities of long-term debt are summarized as follows:

Due during the years ending December 31,
$ in millions
2019	$	103.6
2020	144.7
2021	784.7
2022	422.8
2023	0.2
Thereafter	32.4
	1,488.4
Unamortized discounts and premiums, net	(1.9		)
Deferred financing costs, net	(10.6		)
Total long-term debt	$	1,475.9

Premiums or discounts recognized at the Merger date are amortized over the life of the debt using the effective interest method.

Significant Transactions

On March 30, 2018, DPL issued a Notice of Partial Redemption to the Trustee (U.S. Bank) on the DPL 6.75% Senior Notes due 2019. DPL notified the trustee that it was calling $101.0 million of the $200.0 million outstanding principal amount of these notes. These bonds were redeemed at par plus accrued interest and a make-whole premium of $5.1 million on April 30, 2018 with cash on hand.

On March 30, 2018, DP&L commenced a redemption of $60.0 million of outstanding tax exempt First Mortgage Bonds due 2020 at par value (plus accrued and unpaid interest). These bonds were redeemed at par plus accrued interest on April 30, 2018 with cash on hand.

On March 27, 2018, DPL made a $70.0 million prepayment to eliminate the outstanding balance of its bank term loan in full. As of March 31, 2018, the term loan was fully paid off.

On January 3, 2018, DP&L and its lenders amended DP&L's Term Loan B credit agreement. The amendment (a) modified the definition of "applicable rate", from 2.25% per annum to 1.00% per annum - in the case of the Base Rate, and from 3.25% per annum to 2.00% per annum - in the case of the Eurodollar Rate, and (b) included a "call protection" provision which stated that in the event the loan was repriced or any portion of the loans were prepaid, repaid, refinanced, substituted, or replaced on or prior July 3, 2018, such prepayment, acceleration, repayment, refinancing, substitution or replacement would be made at 101% of the principal amount so prepaid, repaid,

F-30

refinanced, substituted or replaced. After July 3, 2018 any such transaction would occur at 100% of the principal amount of the then outstanding loans. There were no such transactions prior to July 3, 2018.

Debt Covenants and Restrictions

DPL’s revolving credit agreement and term loan have two financial covenants. The first financial covenant, a Total Debt to EBITDA ratio, is calculated at the end of each fiscal quarter by dividing total debt at the end of the current quarter by consolidated EBITDA for the four prior fiscal quarters. The ratio in the agreements is not to exceed 7.25 to 1.00 for any fiscal quarter ending September 30, 2015 through December 31, 2018; it then steps down to not exceed 7.00 to 1.00 for any fiscal quarter ending January 1, 2019 through June 30, 2019; and it then steps down not to exceed 6.75 to 1.00 for any fiscal quarter ending July 1, 2019 through December 31, 2019; and it then steps down not to exceed 6.50 to 1.00 for any fiscal quarter ending January 1, 2020 and afterward. As of December 31, 2018, this financial covenant was met with a ratio of 5.84 to 1.00.

The second financial covenant is an EBITDA to Interest Expense ratio that is calculated, at the end of each fiscal quarter, by dividing EBITDA for the four prior fiscal quarters by the consolidated interest charges for the same period. The ratio, per the agreement, is to be not less than 2.10 to 1.00 for any fiscal quarter ending September 30, 2015 through December 31, 2018; it then steps up to be not less than 2.25 to 1.00 for any fiscal quarter ending January 1, 2019 and afterward. As of December 31, 2018, this financial covenant was met with a ratio of 2.61 to 1.00.

DPL’s secured revolving credit agreement and senior unsecured notes due 2019 also restricts dividend payments from DPL to AES, such that DPL cannot make dividend payments unless at the time of, and/or as a result of the distribution, (i) DPL’s leverage ratio does not exceed 0.67 to 1.00 and DPL’s interest coverage ratio is not less than 2.50 to 1.00 or, if such ratios are not within the parameters, (ii) DPL’s senior long-term debt rating from two of the three major credit rating agencies is at least investment grade. As of December 31, 2018, DPL's senior-long term debt rating was at least investment grade by two of the three major credit rating agencies. However, DPL is also restricted from making dividend and tax sharing payments from DPL to AES per its 2017 ESP. This order restricts dividend payments from DPL to AES during the term of the 2017 ESP and restricts tax sharing payments from DPL to AES during the term of the DMR. On January 22, 2019, DP&L filed a request to extend the DMR for an additional two years. See Note 3 – Regulatory Matters for more information. As a result, as of December 31, 2018, DPL was prohibited under this order from making a distribution to its shareholder or making a loan to any of its affiliates (other than its subsidiaries).

DP&L’s unsecured revolving credit agreement and Bond Purchase and Covenants Agreement (financing document entered into in connection with the sale of $200.0 million of variable rate tax-exempt First Mortgage Bonds, dated as of August 1, 2015) have two financial covenants. The first measures Total Debt to Total Capitalization and is calculated, at the end of each fiscal quarter, by dividing total debt at the end of the quarter by total capitalization at the end of the quarter. DP&L’s Total Debt to Total Capitalization ratio shall not be greater than 0.65 to 1.00; except that, the ratio shall be suspended if DP&L’s long-term indebtedness is less than or equal to $750.0 million. Additionally, the ratio shall be suspended any time after separation during which DP&L maintains a rating of BBB- (or in the case of Moody’s Investors Service, Inc. Baa3) or higher with a stable outlook from at least one of Fitch Investors Service Inc., Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. As of December 31, 2018, DP&L's ratings meet those requirements and this ratio is suspended for the quarter ended December 31, 2018.

The second financial covenant measures EBITDA to Interest Expense. The Total Consolidated EBITDA to Consolidated Interest Charges ratio is calculated, at the end of each fiscal quarter, by dividing consolidated EBITDA for the four prior fiscal quarters by the consolidated interest charges for the same period. The ratio, per the agreement, is to be not less than 2.50 to 1.00. This covenant was met with a ratio of 8.09 to 1.00 as of December 31, 2018.

DP&L does not have any meaningful restrictions in its debt financing documents prohibiting dividends to its parent, DPL.As of December 31, 2018, DP&L and DPL were in compliance with all debt covenants, including the financial covenants described above.

Substantially all property, plant & equipment of DP&L is subject to the lien of the mortgage securing DP&L’s First and Refunding Mortgage. All generation assets were released from the lien of DP&L's first and refunding mortgage in connection with the completion of Generation Separation on October 1, 2017.

F-31

Note 8 – Income Taxes

DPL’s components of income tax expense on continuing operations were as follows:

	Years ended December 31,
$ in millions	2018			2017			2016
Computation of tax expense / (benefit)
Federal income tax expense / (benefit)(a)	$	6.7		$	(2.3	)	$	4.3
Increases (decreases) in tax resulting from:
State income taxes, net of federal effect	0.1			0.1			—
Depreciation of flow-through differences	(4.6		)	1.1			3.3
Investment tax credit amortized	(0.3		)	(0.3		)	(0.4		)
Deferred tax adjustments	—			(0.7		)	(9.3		)
Accrual (settlement) for open tax years	—			(0.4		)	2.0
Other, net (b)	(1.2		)	(2.5		)	(2.3		)
Tax expense / (benefit)	$	0.7		$	(5.0	)	$	(2.4	)
Components of tax expense / (benefit)
Federal - current	$	(17.9	)	$	23.8		$	(3.3	)
State and Local - current	0.5			0.2			—
Total current	(17.4		)	24.0			(3.3		)
Federal - deferred	18.3			(28.8		)	0.8
State and local - deferred	(0.2		)	(0.2		)	0.1
Total deferred	18.1			(29.0		)	0.9
Tax expense / (benefit)	$	0.7		$	(5.0	)	$	(2.4	)

(a) The statutory tax rate of 21% in 2018 and 35% in 2017 and 2016 was applied to pre-tax earnings.

(b) Includes expense / (benefit) of $3.5 million and $(0.9) million in the years ended December 31, 2017 and 2016, respectively, of income tax related to adjustments from prior years. The 2018 and 2017 tax years also include a remeasurement of deferred tax expense related to the recent enactment of the TCJA of a benefit of $(1.2) million and $(0.4) million, respectively.

Effective and Statutory Rate Reconciliation

The following table summarizes a reconciliation of the U.S. statutory federal income tax rate to DPL's effective tax rate, as a percentage of income from continuing operations before taxes for the years ended December 31, 2018, 2017 and 2016:

	Years ended December 31,
	2018		2017		2016
Statutory Federal tax rate	21.0	%	35.0	%	35.0	%
State taxes, net of Federal tax benefit	0.4	%	(1.5	)%	0.2	%
AFUDC - equity	(0.1	)%	4.9	%	(5.0	)%
Depreciation of flow-through differences	(14.6	)%	(17.6	)%	26.7	%
Amortization of investment tax credits	(1.0	)%	5.1	%	(3.3	)%
Deferred tax adjustments	—	%	11.0	%	(75.1	)%
Permanent differences	—	%	4.8	%	2.8	%
Other, net	(3.5	)%	35.2	%	(0.7	)%
Effective tax rate	2.2	%	76.9	%	(19.4	)%

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (b) operating loss carryforwards. These items are stated at the enacted tax rates that are expected to be in effect when taxes are actually paid or recovered. Investment tax credits related to utility property have been deferred and are being amortized over the estimated useful lives of the related property.

F-32

Components of Deferred Tax Assets and Liabilities
	December 31,
$ in millions	2018			2017
Net non-current assets / (liabilities)
Depreciation / property basis	$	(112.0	)	$	(113.4	)
Income taxes recoverable	25.0			11.0
Regulatory assets	(15.4		)	(23.1		)
Investment tax credit	0.5			0.7
Compensation and employee benefits	1.4			19.0
Intangibles	(0.3		)	(0.4		)
Long-term debt	(2.1		)	(0.2		)
Other (a)	(13.2		)	(7.1		)
Net non-current liabilities	$	(116.1	)	$	(113.5	)

(a) The Other caption includes deferred tax assets of $10.9 million in 2018 and $9.3 million in 2017 related to state and local tax net operating loss carryforwards, net of related valuation allowances of $10.9 million in 2018 and $9.3 million in 2017. These net operating loss carryforwards expire from 2019 to 2037.

U.S. Tax Reform

On December 22, 2017, the U.S. enacted the TCJA. The TCJA significantly changes U.S. corporate income tax law.

In 2017, we recognized the income tax effects of the TCJA in accordance with Staff Accounting Bulletin No. 118 (“SAB 118”) which provides SEC guidance on the application of FASC 740, Income Taxes, in the reporting period in which the TCJA was signed into law. Accordingly, our 2017 financial statements reflected the income tax effects of U.S. tax reform for which the accounting was complete and provisional amounts for those impacts for which the accounting under FASC 740 was incomplete, but a reasonable estimate could be determined.

We completed our calculation of the impact of the TCJA in our income tax provision for the year ended December 31, 2018 in accordance with our understanding of the TCJA and guidance available as of the date of this filing, and as a result recognized $15.5 million and $13.7 million of discrete tax expense in the fourth quarter of 2018 and 2017 respectively. Of this total, tax benefits of $1.2 million and $0.4 million are included in continuing operations in 2018 and 2017, respectively. These amounts result from the remeasurement of certain deferred tax assets and liabilities as the rates changed from 35% to 21%. The most material deferred taxes to be remeasured related to property, plant and equipment. The remeasurements of deferred tax assets and liabilities related to regulated utility property of $17.0 million and $135.2 million at December 31, 2018 and 2017 were recorded as regulatory liabilities and were non-cash adjustments.

Per the terms of the order issued by the PUCO on DP&L's 2017 ESP, DPL will not make any tax-sharing payments to AES and AES will forgo collection of the payments during the term of the DMR. The agreed upon term of the DMR is three years. With commission approval, the DMR can be extended two additional years allowing for the term to potentially be five years. Both the current and non-current existing tax sharing liabilities with AES were converted into additional equity investment in DPL, per the requirements of the order. Throughout the term of the DMR, further accrued tax sharing liabilities will also be converted to additional equity. All parties agreed that the initial conversion and subsequent conversions will not be reversed. During the years ended December 31, 2018 and 2017, we converted $40.0 million and $97.1 million, respectively, of accrued tax sharing liabilities with AES to additional equity investment in DPL in accordance with this requirement.

The following table presents the tax expense / (benefit) related to pensions, postemployment benefits, cash flow hedges and financial instruments that were credited to Accumulated other comprehensive loss.

	Years ended December 31,
$ in millions	2018		2017		2016
Tax expense / (benefit)	$	0.2	$	0.2	$	(9.6	)

F-33

Uncertain Tax Positions

We apply the provisions of GAAP relating to the accounting for uncertainty in income taxes. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

$ in millions
Balance at December 31, 2016	$	3.7
Calendar 2017
Tax positions taken during prior period	—
Lapse of Statute of Limitations	(0.2		)
Balance at December 31, 2017	3.5
Calendar 2018
Tax positions taken during prior period	—
Lapse of Statute of Limitations	—
Balance at December 31, 2018	$	3.5

Of the December 31, 2018 balance of unrecognized tax benefits, $3.5 million is due to uncertainty in the timing of deductibility.

We recognize interest and penalties related to unrecognized tax benefits in Income tax expense. The amounts accrued and the tax expense / (benefit) recorded were not material for each period presented.

Following is a summary of the tax years open to examination by major tax jurisdiction:

U.S. Federal – 2011 and forward

State and Local – 2011 and forward

None of the unrecognized tax benefits are expected to significantly increase or decrease within the next twelve months other than those subject to expiring statute of limitations.

Note 9 – Benefit Plans

Defined Contribution Plans

DP&L sponsors two defined contribution plans. One is for non-union employees (the management plan) and one is for collective bargaining employees (the union plan). Both plans are qualified under Section 401 of the Internal Revenue Code.

Certain non-union and union employees become eligible to participate in their respective plan upon date of hire.

Participants may elect to contribute up to 85% of eligible compensation to their plan. Non-union participant contributions are matched 100% on the first 1% of eligible compensation and 50% on the next 5% of eligible compensation and they are fully vested in their employer contributions after two years of service. Union participant contributions are matched 150% but are capped at $2,400 for 2018 and they are fully vested in their employer contributions after three years of service. All participants are fully vested in their own contributions.

We contributed $3.7 million, $3.1 million and $5.1 million for the years ended December 31, 2018, 2017 and 2016, respectively. DP&L matching contributions are paid quarterly, in arrears. Therefore, the contributions by year include the fourth quarter matching contribution that is paid in the following year. DP&L also contributes an annual bonus to the accounts of its union participants. This payment is typically made in January of the following year.

Defined Benefit Plans

DP&L sponsors a traditional defined benefit pension plan for most of the employees of DPL and its subsidiaries. For collective bargaining employees, the defined benefits are based on a specific dollar amount per year of service. For all other employees (management employees), the traditional defined benefit pension plan is based primarily on compensation and years of service. As of December 31, 2010, this traditional pension plan formula was closed to new management employees. A participant is 100% vested in all amounts credited to his or her account upon the completion of five-years vesting, as defined in The Dayton Power and Light Company Retirement Income Plan, or the participant’s death or disability. If a participant’s employment is terminated, other than by death or disability, prior to such participant becoming 100% vested in his or her account, the account shall be forfeited as of the date of termination. Employees that transferred from DP&L to the Service Company maintain their previous eligibility to participate in the DP&L pension plan.

F-34

Almost all management employees beginning employment on or after January 1, 2011 participate in a cash balance pension plan formula. Similar to the traditional pension plan for management employees, the cash balance benefits are based on compensation and years of service. A participant shall become 100% vested in all amounts credited to his or her account upon the completion of three vesting years, as defined in The Dayton Power and Light Company Retirement Income Plan, or the participant’s death or disability. If a participant’s employment is terminated, other than by death or disability, prior to such participant becoming 100% vested in his or her account, the account shall be forfeited as of the date of termination. Vested benefits in the cash balance plan are fully portable upon termination of employment.

In addition, we have a Supplemental Executive Retirement Plan (SERP) for certain retired key executives. The SERP has an immaterial unfunded liability related to agreements for retirement benefits of certain terminated and retired key executives. We also include our net liability to our partners in our co-owned generating plants related to our share of their pension liabilities within Pension, retiree and other benefits on our Consolidated Balance Sheets.

We recognize an asset for a plan’s overfunded status and a liability for a plan’s underfunded status and recognize, as a component of OCI, the changes in the funded status of the plan that arise during the year that are not recognized as a component of net periodic benefit cost. For the transmission and distribution areas of our electric business, these amounts are recorded as regulatory assets and liabilities which represent the regulated portion that would otherwise be charged or credited to AOCI. We have historically recorded these costs on the accrual basis and this is how these costs have been historically recovered through customer rates. This factor, combined with the historical precedents from the PUCO and FERC, make these costs probable of future rate recovery.

Postretirement Benefits

Qualified employees who retired prior to 1987 and their dependents are eligible for health care and life insurance benefits until their death, while qualified employees who retired after 1987 are eligible for life insurance benefits and partially subsidized health care. The partially subsidized health care is at the election of the employee, who pays the majority of the cost, and is available only from their retirement until they are covered by Medicare. We have funded a portion of the union-eligible benefits using a Voluntary Employee Beneficiary Association Trust. These postretirement health care benefits and the related unfunded obligation of $9.2 million and $12.7 million at December 31, 2018 and 2017, respectively, were not material to the consolidated financial statements in the periods covered by this report.

F-35

The following tables set forth the changes in our pension plan's obligations and assets recorded on the Consolidated Balance Sheets at December 31, 2018 and 2017. The amounts presented in the following tables for pension obligations include the collective bargaining plan formula, traditional management plan formula and cash balance plan formula and the SERP in the aggregate and have not been adjusted for $1.8 million and $1.1 million of costs billed to the Service Company for the years ended December 31, 2018 and 2017.

$ in millions	Years ended December 31,
Change in benefit obligation	2018			2017
Benefit obligation at January 1	$	436.9		$	419.6
Service cost	6.1			5.7
Interest cost	13.8			14.2
Plan amendments	5.1			—
Plan curtailment	—			3.0
Actuarial (gain) / loss	(34.6		)	28.1
Benefits paid	(40.8		)	(33.7		)
Benefit obligation at December 31	386.5			436.9
Change in plan assets
Fair value of plan assets at January 1	357.5			341.0
Actual return on plan assets	(11.7		)	44.8
Employer contributions	7.9			5.4
Benefits paid	(40.8		)	(33.7		)
Fair value of plan assets at December 31	312.9			357.5
Unfunded status of plan	$	(73.6	)	$	(79.4	)
	December 31,
Amounts recognized in the Balance sheets	2018			2017
Current liabilities	$	(0.4	)	$	(0.4	)
Non-current liabilities	(73.2		)	(79.0		)
Net liability at end of year	$	(73.6	)	$	(79.4	)
Amounts recognized in Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax
Components:
Prior service cost	$	9.1		$	4.9
Net actuarial loss	103.3			111.4
Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax	$	112.4		$	116.3
Recorded as:
Regulatory asset	$	87.2		$	92.1
Accumulated other comprehensive income	25.2			24.2
Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax	$	112.4		$	116.3

The accumulated benefit obligation for our defined benefit pension plans was $378.7 million and $428.3 million at December 31, 2018 and 2017, respectively.

The net periodic benefit cost of the pension plans was:

	Years ended December 31,
$ in millions	2018			2017			2016
Service cost	$	6.1		$	5.7		$	5.7
Interest cost	13.8			14.2			14.7
Expected return on assets	(21.2		)	(22.8		)	(22.8		)
Plan curtailment (a)	—			4.1			3.8
Amortization of unrecognized:
Actuarial loss	6.4			5.3			4.3
Prior service cost	0.9			1.1			1.8
Net periodic benefit cost	$	6.0		$	7.6		$	7.5
Rates relevant to each year's expense calculations
Discount rate	3.66		%	4.28		%	4.49		%
Expected return on plan assets	6.25		%	6.50		%	6.50		%

(a)    As a result of the decision to retire certain coal-fired plants, we recognized a plan curtailment of $4.1 million and $3.8 million in 2017 and 2016, respectively.

F-36

Other Changes in Plan Assets and Benefit Obligation Recognized in Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities

	Years ended December 31,
$ in millions	2018			2017			2016
Net actuarial loss	$	3.4		$	9.1		$	20.9
Plan curtailment (a)	—			(4.1		)	(3.8		)
Reversal of amortization item:
Net actuarial loss	(6.4		)	(5.3		)	(4.3		)
Prior service cost	(0.9		)	(1.1		)	(1.8		)
Total recognized in Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities	$	(3.9	)	$	(1.4	)	$	11.0
Total recognized in net periodic benefit cost and Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities	$	2.1		$	6.2		$	18.5

(a)    As a result of the decision to retire certain coal-fired plants, we recognized a plan curtailment of $4.1 million and $3.8 million in 2017 and 2016, respectively.

Significant Gains and Losses Related to Changes in the Benefit Obligation

The actuarial gain of $34.6 million decreased the benefit obligation for the year ended December 31, 2018 and an actuarial loss of $28.1 million increased the benefit obligation for the year ended December 31, 2017. The actuarial gain in 2018 was primarily due to an increase in the discount rate, while the actuarial loss in 2017 was primarily due to a decrease in the discount rate.

Assumptions

Our expected return on plan asset assumptions, used to determine benefit obligations, are based on historical long-term rates of return on investments, which use the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors, such as inflation and interest rates, as well as asset diversification and portfolio rebalancing, are evaluated when long-term capital market assumptions are determined. Peer data and historical returns are reviewed to verify reasonableness and appropriateness.

At December 31, 2018, we are maintaining our long-term rate of return assumption of 6.25% for pension plan assets. The rate of return represents our long-term assumptions based on our long-term portfolio mix. Also, at December 31, 2018, we have increased our assumed discount rate to 4.35% from 3.66% for pension expense to reflect current duration-based yield curve discount rates. A one percent increase in the rate of return assumption for pension would result in a decrease in 2019 pension expense of approximately $3.2 million. A one percent decrease in the rate of return assumption for pension would result in an increase in 2019 pension expense of approximately $3.2 million. A 25-basis point increase in the discount rate for pension would result in a decrease of approximately $0.1 million to 2019 pension expense. A 25-basis point decrease in the discount rate for pension would result in an increase of approximately $0.4 million to 2019 pension expense.

In determining the discount rate to use for valuing liabilities, we used a market yield curve on high-quality fixed income investments as of December 31, 2018. We project the expected benefit payments under the plan based on participant data and based on certain assumptions concerning mortality, retirement rates, termination rates, etc. The expected benefit payments for each year are then discounted back to the measurement date using the appropriate spot rate for each half-year from the yield curve, thereby obtaining a present value of all expected future benefit payments using the yield curve. Finally, an equivalent single discount rate is determined which produces a present value equal to the present value determined using the full yield curve.

Consistent with the requirements of FASC 715, we apply a disaggregated discount rate approach for determining service cost and interest cost for our defined benefit pension plans and postretirement plans.

In future periods, differences in the actual return on pension plan assets and assumed return, or changes in the discount rate, will affect the timing of contributions, if any, to the plans.

The weighted average assumptions used to determine benefit obligations at December 31, 2018, 2017 and 2016 were:

Benefit Obligation Assumptions	Pension
	2018	2017	2016
Discount rate for obligations	4.35%	3.66%	4.28%
Rate of compensation increases	3.94%	3.94%	3.94%

F-37

Pension Plan Assets

Plan assets are invested using a total return investment approach whereby a mix of equity securities, debt securities and other investments are used to preserve asset values, diversify risk and achieve our target investment return benchmark. Investment strategies and asset allocations are based on careful consideration of plan liabilities, the plan's funded status and our financial condition. Investment performance and asset allocation are measured and monitored on an ongoing basis.

Plan assets are managed in a balanced portfolio comprised of two major components: an equity portion and a fixed income portion. The expected role of plan equity investments is to maximize the long-term real growth of plan assets, while the role of fixed income investments is to generate current income, provide for more stable periodic returns and provide some protection against a prolonged decline in the market value of plan equity investments.

Long-term strategic asset allocation guidelines, as well as short-term tactical asset allocation guidelines, are determined by a Risk/Advisory Committee and approved by a Fiduciary Committee. These allocations consider the plan’s long-term objectives. The long-term target allocations for plan assets are 24% – 52% for equity securities and 47% – 65% for fixed income securities. Equity securities include U.S. and international equity, while fixed income securities include long-duration and high-yield bond funds and emerging market debt funds.

Tactically, the committees, on a short-term basis, will make asset allocations that are outside the long-term allocation guidelines. The short-term allocation positions are likely to not exceed one-year in duration. In addition to the equity and fixed income investments, the short-term allocation may also include a relatively small allocation to alternative investments. The plan currently has a small target allocation in a core property fund.

Most of our plan assets are measured using quoted, observable prices which are considered Level One inputs in the Fair Value Hierarchy. The Core Property Collective Fund is measured using Level Two inputs that are quoted prices for identical assets in markets that are less active.

The following table summarizes our target pension plan allocation for 2018:

	Long-Term Mid-Point Target Allocation	Percentage of plan assets as of December 31,
Asset category		2018	2017
Equity Securities	38%	33%	35%
Debt Securities	56%	58%	55%
Cash and Cash Equivalents	—%	1%	—%
Real Estate	6%	8%	10%

The fair values of our pension plan assets at December 31, 2018 by asset category are as follows:

Fair Value Measurements for Pension Plan Assets at December 31, 2018
$ in millions	Market Value at December 31, 2018		Quoted prices in active markets for identical assets		Significant observable inputs		Significant unobservable inputs
Asset category			(Level 1)		(Level 2)		(Level 3)
Mutual funds:
U.S. equities (a)	$	79.3	$	79.3	$	—	$	—
International equities (a)	25.9		25.9		—		—
Fixed income (b)	143.7		143.7		—		—
Fixed income securities:
U.S. Treasury securities	37.5		37.5		—		—
Cash and cash equivalents:
Money market funds (c)	2.4		2.4		—		—
Other investments:
Core property collective fund (d)	24.1		—		24.1		—
Total pension plan assets	$	312.9	$	288.8	$	24.1	$	—

(a) This category includes investments in equity securities of large, small and medium sized U.S. companies and equity securities of foreign companies including those in developing countries. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

F-38

(b) This category includes investments in investment-grade fixed-income instruments, U.S. dollar-denominated debt securities of emerging market issuers and high yield fixed-income securities that are rated below investment grade. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

(c) This category is comprised of investments in U.S. treasury obligations that seek to preserve principal and maintain liquidity while providing current income. The funds are valued at the assets’ amortized cost to maintain a stable per share net asset value.

(d) This category represents a property fund that invests in commercial real estate. The fair value of the fund is valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

The fair values of our pension plan assets at December 31, 2017 by asset category are as follows:

Fair Value Measurements for Pension Plan Assets at December 31, 2017
$ in millions	Market Value at December 31, 2017		Quoted prices in active markets for identical assets		Significant observable inputs		Significant unobservable inputs
Asset category			(Level 1)		(Level 2)		(Level 3)
Mutual funds:
U.S. equities (a)	$	78.2	$	78.2	$	—	$	—
International equities (a)	46.3		46.3		—		—
Fixed income (b)	163.3		163.3		—		—
Fixed income securities:
U.S. Treasury securities	33.5		33.5		—		—
Other investments: (c)
Core property collective fund	36.2		—		36.2		—
Total pension plan assets	$	357.5	$	321.3	$	36.2	$	—

(a) This category includes investments in equity securities of large, small and medium sized U.S. companies and equity securities of foreign companies including those in developing countries. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

(b) This category includes investments in investment-grade fixed-income instruments, U.S. dollar-denominated debt securities of emerging market issuers and high yield fixed-income securities that are rated below investment grade. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

(c) This category represents a property fund that invests in commercial real estate. The fair value of the fund is valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

Pension Funding

We generally fund pension plan benefits as accrued in accordance with the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (ERISA) and, in addition, make voluntary contributions from time to time. We contributed $7.5 million to the pension plan in the year ended December 31, 2018 and $5.0 million to the pension plan in each of the years ended December 31, 2017 and 2016.

We expect to make contributions of $0.4 million to our SERP in 2019 to cover benefit payments. We also expect to make contributions of $7.5 million to our pension plan during 2019.

Funding for the qualified Defined Benefit Pension Plan is based upon actuarially determined contributions that consider the amount deductible for income tax purposes and the minimum contribution required under ERISA, as amended by the Pension Protection Act of 2006, as well as targeted funding levels necessary to meet certain thresholds.

From an ERISA funding perspective, DP&L’s funded target liability percentage was estimated to be 101%. In addition, DP&L must also contribute the normal service cost earned by active participants during the plan year. The funding of normal cost is expected to be approximately $5.4 million in 2019, which includes $1.9 million for plan expenses. Each year thereafter, if the plan’s underfunding increases to more than the present value of the remaining annual installments, the excess is separately amortized over seven years. DP&L’s funding policy for the pension plans is to contribute annually no less than the minimum required by applicable law, and no more than the maximum amount that can be deducted for federal income tax purposes.

F-39

Benefit payments, which reflect future service, are expected to be paid as follows:

Estimated future benefit payments
$ in millions due within the following years:	Pension
2019	$	26.7
2020	$	26.5
2021	$	26.3
2022	$	26.0
2023	$	25.9
2024 - 2028	$	125.1

Note 10 – Equity

Redeemable Preferred Stock of Subsidiary

On October 13, 2016 (the "Redemption Date"), DPL's subsidiary, DP&L redeemed all of its issued and outstanding preferred stock, consisting of the following series: Preferred Stock, 3.75% Series A, Cumulative (the “Series A Stock”); Preferred Stock, 3.75% Series B, Cumulative (the “Series B Stock”); and Preferred Stock, 3.90% Series C, Cumulative (the “Series C Stock” and, together with the Series A Stock and the Series B Stock, the “Preferred Stock”). On the Redemption Date, the Preferred Stock of each series was redeemed at the following prices as specified in DP&L’s Amended and Restated Articles of Incorporation, plus, in each case an amount equal to all accrued dividends payable with respect to such Preferred Stock to the Redemption Date: a price of $102.50 per share for the Series A Stock, a price of $103.00 per share for the Series B Stock, and a price of $101.00 per share for the Series C Stock. Dividends on the Preferred Stock ceased to accrue on the Redemption Date. Upon redemption, the Preferred Stock was no longer outstanding, and all rights of the holders thereof as shareholders of DP&L, except the right to payment of the redemption price, ceased to exist. The difference between the carrying value of the Redeemable Preferred Stock of Subsidiary and the redemption amount was charged to Other paid-in capital.

Dividend Restrictions

DPL’s Amended Articles of Incorporation (the Articles) contain provisions which state that DPL may not make a distribution to its shareholder or make a loan to any of its affiliates (other than its subsidiaries), unless: (a) there exists no Event of Default (as defined in the Articles) and no such Event of Default would result from the making of the distribution or loan; and either (b)(i) at the time of, and/or as a result of, the distribution or loan, DPL’s leverage ratio does not exceed 0.67 to 1.00 and DPL’s interest coverage ratio is not less than 2.50 to 1.00 or, (b)(ii) if such ratios are not within the parameters, DPL’s senior long-term debt rating from one of the three major credit rating agencies is at least investment grade. Further, the restrictions on the payment of distributions to a shareholder and the making of loans to its affiliates (other than subsidiaries) cease to be in effect if the three major credit rating agencies confirm that a lowering of DPL’s senior long-term debt rating below investment grade by the credit rating agencies would not occur without these restrictions. DPL is also restricted from making dividend and tax sharing payments from DPL to AES per its 2017 ESP. This order restricts dividend payments from DPL to AES during the term of the ESP and restricts tax sharing payments from DPL to AES during the term of the DMR.

Common Stock

Effective on the Merger date, DPL's Amended Articles of Incorporation provided for 1,500 authorized common shares, of which one share is outstanding at December 31, 2018.

As described above, DPL’s Amended Articles of Incorporation contain restrictions on DPL’s ability to make dividends, distributions and affiliate loans (other than to its subsidiaries), including restrictions on making such dividends, distributions and loans if certain financial ratios exceed specified levels and DPL’s senior long-term debt rating from a rating agency is below investment grade. As of December 31, 2018, DPL’s leverage ratio was at 1.47 to 1.00 and DPL’s senior long-term debt rating from a major credit rating agency was below investment grade. As a result, as of December 31, 2018, DPL was prohibited under its Articles of Incorporation from making a distribution to its shareholder or making a loan to any of its affiliates (other than its subsidiaries).

DP&L has 50,000,000 authorized common shares, of which 41,172,173 are outstanding at December 31, 2018. All common shares are held by DP&L’s parent, DPL.

Capital Contributions from AES

In DP&L's approved six-year 2017 ESP, the PUCO imposed restrictions on DPL making dividend payments to its parent company, AES, during the term of the ESP, as well as on making tax-sharing payments to AES during the

F-40

term of the DMR. The PUCO also required that existing tax payments owed by DPL to AES, and similar tax payments that accrue during the term of the DMR, be converted into equity investments in DPL.

As such, AES agreed to make non-cash capital contributions of 97.1 million and waive the amount owed to it by DPL related to tax-sharing payments for current tax liabilities through December 31, 2017. For the year ended December 31, 2018, AES made capital contributions of 40.0 million by converting the amount owed to it by DPL related to tax-sharing payments for current tax liabilities. See Note 8 – Income Taxes for additional information.

Note 11 – Contractual Obligations, Commercial Commitments and Contingencies

Guarantees

In the normal course of business, DPL enters into various agreements with its wholly-owned subsidiary, AES Ohio Generation, providing financial or performance assurance to third parties. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to this subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish this subsidiary's intended commercial purposes.

At December 31, 2018, DPL had $23.6 million of guarantees on behalf of AES Ohio Generation to third parties for future financial or performance assurance under such agreements. The guarantee arrangements entered into by DPL with these third parties cover present and future obligations of AES Ohio Generation to such beneficiaries and are terminable at any time by DPL upon written notice to the beneficiaries. We had no outstanding balance of obligations for commercial transactions covered by these guarantees at December 31, 2018. The carrying amount of obligations for commercial transactions covered by these guarantees and recorded in our Consolidated Balance Sheets was $0.9 million at December 31, 2017.

To date, DPL has not incurred any losses related to these guarantees and we believe it is remote that DPL would be required to perform or incur any losses in the future associated with any of the above guarantees.

Equity Ownership Interest

DP&L has a 4.9% equity ownership interest in OVEC which is recorded using the cost method of accounting under GAAP. At December 31, 2018, DP&L could be responsible for the repayment of 4.9%, or $68.1 million, of a $1,389.6 million debt obligation comprised of both fixed and variable rate securities with maturities between 2019 and 2040. OVEC could also seek additional contributions from us to avoid a default in the event that other OVEC members defaulted on their respective OVEC obligations. One of the other OVEC members, with a 4.85% interest in OVEC, filed for bankruptcy protection and the bankruptcy court approved that member's rejection of the OVEC arrangement and its related obligations on July 31, 2018. We do not expect these events to have a material impact on our financial condition, results of operations or cash flows.

Contractual Obligations and Commercial Commitments

We enter into various contractual obligations and other commercial commitments that may affect the liquidity of our operations. At December 31, 2018, these include:

	Payments due in:
$ in millions	Total		Less than 1 year		2 - 3 years		4 - 5 years		More than 5 years
Electricity purchase commitments	$	209.4	$	139.5	$	69.9	$	—	$	—
Purchase orders and other contractual obligations	$	40.2	$	11.4	$	14.8	$	14.0	$	—

Electricity purchase commitments:

DPL enters into long-term contracts for the purchase of electricity. In general, these contracts are subject to variable quantities or prices and are terminable only in limited circumstances.

Purchase orders and other contractual obligations:

At December 31, 2018, DPL had various other contractual obligations including non-cancelable contracts to purchase goods and services with various terms and expiration dates. Due to uncertainty regarding the timing and payment of future obligations to the Service Company, and DPL's ability to terminate such obligations upon 90 days' notice, we have excluded such amounts in the contractual obligations table above

F-41

Contingencies

In the normal course of business, we are subject to various lawsuits, actions, proceedings, claims and other matters asserted under laws and regulations. We believe the amounts provided in our Consolidated Financial Statements, as prescribed by GAAP, are adequate in light of the probable and estimable contingencies. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various legal proceedings, claims, tax examinations, and other matters, including the matters discussed below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in our Consolidated Financial Statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of December 31, 2018, cannot be reasonably determined.

Environmental Matters

DPL’s facilities and operations are subject to a wide range of federal, state and local environmental laws, rules and regulations. The environmental issues that may affect us include the following. However, as described further below, as a result of DPL’s retirement of its Stuart and Killen generating stations, the sale of its ownership interest in the Miami Fort and Zimmer generating stations, the planned 2020 retirement of Conesville and our exiting of our generation business, certain of these environmental regulations and laws are now not expected to have a material impact on DPL with respect to these generating stations.

• The federal CAA and state laws and regulations (including SIPs) which require compliance, obtaining permits and reporting as to air emissions;

• Litigation with federal and certain state governments and certain special interest groups regarding whether modifications to or maintenance of certain coal-fired generating stations require additional permitting or pollution control technology, or whether emissions from coal-fired generating stations cause or contribute to global climate changes;

• Rules and future rules issued by the USEPA, the Ohio EPA or other authorities that require or will require substantial reductions in SO₂, particulates, mercury, acid gases, NOx, and other air emissions.

• Rules and future rules issued by the USEPA, the Ohio EPA or other authorities that require or will require reporting and reductions of GHGs;

• Rules and future rules issued by the USEPA, the Ohio EPA or other authorities associated with the federal Clean Water Act, which prohibits the discharge of pollutants into waters of the United States except pursuant to appropriate permits; and

• Solid and hazardous waste laws and regulations, which govern the management and disposal of certain waste. The majority of solid waste created from the combustion of coal and fossil fuels is fly ash and other coal combustion by-products.

In addition to imposing continuing compliance obligations, these laws, rules and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. In the normal course of business, we have investigatory and remedial activities underway at our facilities to comply, or to determine compliance, with such laws, rules and regulations. We record liabilities for loss contingencies related to environmental matters when a loss is probable of occurring and can be reasonably estimated in accordance with the provisions of GAAP. Accordingly, we have immaterial accruals for loss contingencies for environmental matters. We also have a number of environmental matters for which we have not accrued loss contingencies because the risk of loss is not probable, or a loss cannot be reasonably estimated. We evaluate the potential liability related to environmental matters quarterly and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material adverse effect on our results of operations, financial condition or cash flows.

We have several pending environmental matters associated with our current and previously owned and operated coal-fired generation units. Some of these matters could have material adverse impacts on our results of operations, financial condition or cash flows.

Note 12 – Related Party Transactions

Service Company

The Service Company allocates the costs for services provided based on cost drivers designed to result in fair and equitable allocations. This includes ensuring that the regulated utilities served, including DP&L, are not subsidizing costs incurred for the benefit of other businesses.

F-42

Benefit Plans

DPL participates in an agreement with Health and Welfare Benefit Plans LLC, an affiliate of AES, to participate in a group benefits program, including but not limited to, health, dental, vision and life benefits. Health and Welfare Benefit Plans LLC administers the financial aspects of the group insurance program, receives all premium payments from the participating affiliates, and makes all vendor payments.

Long-term Compensation Plan

During 2018, 2017 and 2016, many of DPL’s non-union employees received benefits under the AES Long-term Compensation Plan, a deferred compensation program. This type of plan is a common employee retention tool used in our industry. Benefits under this plan are granted in the form of performance units payable in cash and AES restricted stock units. Restricted stock units vest ratably over a three-year period. The performance units payable in cash vest at the end of the three-year performance period and are subject to certain AES performance criteria. Total deferred compensation expense recorded during 2018, 2017 and 2016 was $0.4 million, $0.4 million and $0.5 million, respectively, and was included in “Other Operating Expenses” on DPL’s Consolidated Statements of Operations. The value of these benefits is being recognized over the 36-month vesting period and a portion is recorded as miscellaneous deferred credits with the remainder recorded as “Paid in capital” on DPL’s Consolidated Balance Sheets in accordance with FASC 718 “Compensation - Stock Compensation.”

The following table provides a summary of our related party transactions:

	Years ended December 31,
$ in millions	2018			2017			2016
Transactions with the Service Company
Charges for services provided	$	41.0		$	46.5		$	42.8
Charges to the Service Company	$	4.9		$	4.2		$	4.6
Transactions with other AES affiliates:
Payments for health, welfare and benefit plans	$	7.9		$	15.4		$	9.6
Consulting services	$	2.0		$	—		$	—
Balances with related parties:	At December 31, 2018			At December 31, 2017
Net payable to the Service Company	$	(4.8	)	$	(3.9	)
Net payable to other AES affiliates	$	(0.5	)	$	(0.6	)

DPL Capital Trust II

DPL has a wholly-owned business trust, DPL Capital Trust II (the Trust), formed for the purpose of issuing trust capital securities to third-party investors. Effective in 2003, DPL deconsolidated the Trust upon adoption of the accounting standards related to variable interest entities and currently treats the Trust as a nonconsolidated subsidiary. The Trust holds mandatorily redeemable trust capital securities. The investment in the Trust, which amounted to $0.2 million and $0.3 million at December 31, 2018 and 2017, respectively, is included in Other deferred assets within Other noncurrent assets. DPL also has a note payable to the Trust amounting to $15.6 million and $15.6 million at December 31, 2018 and 2017, respectively, that was established upon the Trust’s deconsolidation in 2003. See Note 7 – Long-term debt for additional information.

In addition to the obligations under the note payable mentioned above, DPL also agreed to a security obligation which represents a full and unconditional guarantee of payments to the capital security holders of the Trust.

Income Taxes

AES files federal and state income tax returns which consolidate DPL and its subsidiaries. Under a tax sharing agreement with AES, DPL is responsible for the income taxes associated with its own taxable income and records the provision for income taxes using a separate return method. Effective with the approval of DP&L's 2017 ESP, DPL is restricted from making tax sharing payments to AES throughout the term of the DMR and amounts that would otherwise have been tax sharing liabilities are considered deemed capital contributions. See Note 8 – Income Taxes for more information.

Note 13 – Business Segments

Beginning with the second quarter of 2018, DPL has presented the results of operations of Miami Fort Station, Zimmer Station, the Peaker Assets, Stuart Station and Killen Station as discontinued operations as a group of components for all periods presented. For more information, see Note 15 – Discontinued Operations of Notes to DPL's Consolidated Financial Statements. AES Ohio Generation now only has operating activity coming from its

F-43

undivided ownership interest in Conesville, which does not meet the threshold to be a separate reportable operating segment. Because of this, DPL now manages its business through only one reportable operating segment, the Utility segment. The primary segment performance measure is income / (loss) from continuing operations before income tax as management has concluded that this measure best reflects the underlying business performance of DPL and is the most relevant measure considered in DPL’s internal evaluation of the financial performance of its segments. The Utility segment is discussed further below:

Utility Segment

The Utility segment is comprised primarily of DP&L’s electric transmission and distribution businesses, which distribute electricity to residential, commercial, industrial and governmental customers. DP&L distributes electricity to more than 525,000 retail customers who are located in a 6,000 square mile area of West Central Ohio. DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs. The Utility segment includes revenues and costs associated with our investment in OVEC and the historical results of DP&L’s Beckjord Facility, which was closed in 2014 and transferred to a third party in the first quarter of 2018, and the Hutchings EGU, which was closed in 2013. These assets did not transfer to AES Ohio Generation as part of DP&L's Generation Separation on October 1, 2017. Thus, they are grouped within the Utility segment for segment reporting purposes. In addition, regulatory deferrals and collections, which include fuel deferrals in historical periods, are included in the Utility segment.

Included within the “Other” column are other businesses that do not meet the GAAP requirements for disclosure as reportable segments as well as certain corporate costs, which include interest expense on DPL’s long-term debt and adjustments related to purchase accounting from the Merger. DPL's undivided interest in Conesville is now included within the "Other" column as it no longer meets the requirement for disclosure as a reportable operating segment, since the results of operations of the other generation plants are now presented as discontinued operations. The accounting policies of the reportable segments are the same as those described in Note 1 – Overview and Summary of Significant Accounting Policies. Intersegment sales and profits are eliminated in consolidation. Certain shared and corporate costs are allocated among reporting segments.

The following tables present financial information for DPL’s reportable business segment:

$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Year ended December 31, 2018
Revenues from external customers	$	737.8	$	38.1		$	—		$	775.9
Intersegment revenues	0.9		2.9			(3.8		)	—
Total revenues	$	738.7	$	41.0		$	(3.8	)	$	775.9
Depreciation and amortization	$	74.5	$	(1.4	)	$	—		$	73.1
Fixed-asset impairment	$	—	$	2.8		$	—		$	2.8
Interest expense	$	27.3	$	70.7		$	—		$	98.0
Income / (loss) from continuing operations before income tax	$	104.4	$	(72.5	)	$	—		$	31.9
Cash capital expenditures	$	93.1	$	10.5		$	—		$	103.6
Total assets (end of year)	$	1,819.6	$	545.9		$	(482.4	)	$	1,883.1

F-44

$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Year ended December 31, 2017
Revenues from external customers	$	718.9	$	25.0		$	—		$	743.9
Intersegment revenues	1.1		4.4			(5.5		)	—
Total revenues	$	720.0	$	29.4		$	(5.5	)	$	743.9
Depreciation and amortization	$	75.3	$	0.8		$	—		$	76.1
Interest expense	$	30.5	$	79.5		$	—		$	110.0
Income / (loss) from continuing operations before income tax	$	88.5	$	(95.0	)	$	—		$	(6.5	)
Cash capital expenditures	$	85.6	$	35.9		$	—		$	121.5
Total assets (end of year)	$	1,695.9	$	736.5		$	(383.2	)	$	2,049.2

$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Year ended December 31, 2016
Revenues from external customers	$	806.7	$	27.5		$	—		$	834.2
Intersegment revenues	1.3		5.7			(7.0		)	—
Total revenues	$	808.0	$	33.2		$	(7.0	)	$	834.2
Depreciation and amortization	$	71.0	$	2.6		$	—		$	73.6
Fixed-asset impairment	$	—	$	23.9		$	—		$	23.9
Interest expense	$	25.4	$	82.3		$	(0.3	)	$	107.4
Income / (loss) from continuing operations before income tax	$	143.0	$	(130.6	)	$	—		$	12.4
Cash capital expenditures	$	83.4	$	65.1		$	—		$	148.5
Total assets (end of year)	$	1,710.5	$	1,145.9		$	(437.2	)	$	2,419.2

(a) "Other" includes Cash capital expenditures and Total assets related to the assets of discontinued operations and held-for-sale businesses for all periods presented.

Note 14 – Revenue

Revenue is primarily earned from retail and wholesale electricity sales and electricity transmission and distribution delivery services. Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities.

Retail Revenues – DP&L energy sales to utility customers are based on the reading of meters at the customer's location that occurs on a systematic basis throughout the month. DP&L sells electricity directly to end-users, such as homes and businesses, and bills customers directly. Performance obligations for retail revenues are satisfied over time as energy is delivered and the same method is used to measure progress, and thus the performance obligation meets the criteria to be considered a series. This includes both the promise to transfer energy and other distribution and/or transmission services.

In exchange for the exclusive right to sell or distribute electricity in our service area, DP&L is subject to rate regulation by federal and state regulators. This regulation sets the framework for the prices (“tariffs”) that DP&L is allowed to charge customers for electricity. Since tariffs are approved by the regulator, the price that DP&L has the right to bill corresponds directly with the value to the customer of DP&L's performance completed in each period. Therefore, revenue under these contracts is recognized using an output method measured by the MWhs delivered each month at the approved tariff.

In cases where a customer chooses to receive generation services from a CRES provider, the price for generation services is negotiated between the customer and the CRES provider, and DP&L only serves as a billing agent if requested by the CRES provider. As such, DP&L recognizes the consolidated billing arrangement with the CRES provider on a net basis, thereby recording no revenue for the generation component. Retail revenue from these customers would only be related to transmission and distribution charges.

F-45

Wholesale Revenues – All of the power produced from DPL's ownership interest in Conesville and DP&L's share of the power produced at OVEC is sold to PJM and these are classified as Wholesale revenues.

In PJM, the promise to sell energy as wholesale revenue is separately identifiable from participation in the capacity market and the two products can be transacted independently of one another. Therefore, wholesale revenues are a separate contract with a single performance obligation. Revenue is recorded based on the quantities (MWh) delivered in each hour during each month at the spot price, making the contract effectively “month-to-month”.

RTO Revenues – Compensation for use of DP&L’s transmission assets and compensation for various ancillary services are classified as RTO revenues. As DP&L owns and operates transmission lines in southwest Ohio within PJM, demand charges collected from network customers by PJM are then allocated to the appropriate transmission owners (i.e. DP&L) and recognized as transmission revenues. Additionally, as an owner of generation and transmission assets within PJM, DPL is compensated for various ancillary services; such as reactive supply, regulation services, scheduling reserves, operating reserves, spinning/synchronized reserves as well as congestion credits that are provided to PJM via these assets.

Transmission revenues have a single performance obligation, as transmission services represent a distinct service. Additionally, as the performance obligation is satisfied over time and the same method is used to measure progress, the performance obligation meets the criteria to be considered a series. The price that DP&L, as the transmission operator, has the right to bill (received as a credit from PJM) corresponds directly with the value to the customer of performance completed in each period, as the price paid is the allocation of the tariff rate (as approved by the regulator) charged to network participants.

Ancillary service revenues have a single performance obligation, as they represent a distinct service. Additionally, as the performance obligation is satisfied over time and the same method is used to measure progress, the performance obligation meets the criteria to be considered a series. The price that DPL has the right to bill corresponds directly with the value to the customer of performance completed in each period as the price paid is at the market price or allocation of the tariff rate (which was approved by the regulator) charged to network participants.

RTO Capacity Revenues – Compensation received from PJM for making installed generation capacity available to satisfy system integrity and reliability requirements is classified as RTO capacity revenues. Capacity, which is a stand-ready obligation to deliver energy when called upon by the RTO, is measured using MWs. If plant availability exceeds a contractual target, we may receive a performance bonus payment, or if the plant availability falls below a guaranteed minimum target, we may incur a non-availability penalty. Such bonuses or penalties represent a form of variable consideration and are estimated and recognized when it is probable that there will not be a significant reversal and therefore the transaction price is recognized on an output basis based on the MWs.

RTO capacity revenues have a single performance obligation, as capacity is a distinct good. Additionally, as the performance obligation is satisfied over time and the same method is used to measure progress, the performance obligation meets the criteria to be considered a series. The capacity price is set through a competitive auction process established by PJM.

F-46

DPL's revenue from contracts with customers was $743.8 million for the year ended December 31, 2018. The following table presents our revenue from contracts with customers and other revenue by segment for the year ended December 31, 2018:

$ in millions	Utility		Other		Adjustments and Eliminations			Total
	Year ended December 31, 2018
Retail Revenue
Retail revenue from contracts with customers	$	625.8	$	—	$	(1.0	)	$	624.8
Other retail revenues (a)	32.1		—		—			32.1
Wholesale Revenue
Wholesale revenue from contracts with customers	29.9		22.1		—			52.0
RTO revenue	43.1		0.1		—			43.2
RTO capacity revenues	7.8		6.6		—			14.4
Other revenues from contracts with customers (b)	—		9.4		—			9.4
Other revenues	—		2.8		(2.8		)	—
Total revenues	$	738.7	$	41.0	$	(3.8	)	$	775.9

(a) Other retail revenue primarily includes alternative revenue programs not accounted for under FASC 606.

(b) Other revenues from contracts with customers primarily includes revenues for various services provided by Miami Valley Lighting.

The balances of receivables from contracts with customers were $72.6 million and $63.0 million as of December 31, 2018 and January 1, 2018, respectively. Payment terms for all receivables from contracts with customers are typically within 30 days.

We have elected to apply the optional disclosure exemptions under FASC 606. Therefore, we have no disclosures pertaining to revenue expected to be recognized in any future year related to remaining performance obligations, as we exclude contracts with an original length of one year or less, contracts for which we recognize revenue based on the amount we have the right to invoice for services performed, and variable consideration allocated entirely to a wholly unsatisfied performance obligation when the consideration relates specifically to our efforts to satisfy the performance obligation and depicts the amount to which we expect to be entitled for DPL.

Note 15 – Discontinued Operations

On December 8, 2017, DPL and AES Ohio Generation completed the sale transaction of their entire undivided interest in the Miami Fort Station and the Zimmer Station, which resulted in a gain on sale of $14.0 million for the year ended December 31, 2017. On March 27, 2018, DPL and AES Ohio Generation completed the sale transaction of the Peaker assets to Kimura Power, LLC, which resulted in a loss on sale of $1.9 million for the year ended December 31, 2018. Further, on May 31, 2018, DPL and AES Ohio Generation retired the Stuart Station coal-fired and diesel-fired generating units and the Killen Station coal-fired generating unit and combustion turbine, as planned. Consequently, in the second quarter of 2018, DPL determined that the disposal of this group of components as a whole represents a strategic shift by us to exit generation, and, as such, qualifies to be presented as discontinued operations. Therefore, the results of operations and financial position for this group of components were reported as such in the Consolidated Statements of Operations and Consolidated Balance Sheets for all periods presented.

Previously, on January 1, 2016, DPL closed on the sale of DPLER, its competitive retail business. The sale agreement was signed on December 28, 2015, and DPL received $75.5 million of restricted cash on December 31, 2015 for the sale. DPL recorded a gain on this transaction of $49.2 million in the first quarter of 2016. The gain included the impact of DPLER’s liability to DP&L that transferred with the sale on January 1, 2016. As such, the results of operations of DPLER were also reported as discontinued operations in the Consolidated Statements of Operations for the year ended December 31, 2016.

F-47

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	December 31, 2018			December 31, 2017
Restricted cash	$	—		$	1.5
Accounts receivable, net	4.0			37.9
Inventories	—			19.4
Taxes applicable to subsequent years	2.3			7.4
Other prepayments and current assets	2.4			17.4
Property, plant & equipment, net	—			232.2
Intangible assets, net	5.3			5.5
Other deferred assets	—			0.6
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	14.0		$	321.9
Accounts payable	$	3.9		$	25.1
Accrued taxes	3.1			6.3
Other current liabilities	5.2			30.0
Long-term debt (a)	—			0.3
Deferred taxes (b)	(39.8		)	(2.3		)
Taxes payable	2.3			7.4
Pension, retiree and other benefits	9.7			10.6
Asset retirement obligations	90.4			116.6
Other deferred credits	6.6			5.9
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	81.4		$	199.9

(a) Long-term debt relates to capital leases.

(b) Deferred taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, cost of revenues, operating and other expenses and income tax of discontinued operations for the periods indicated:

	Years ended December 31,
$ in millions	2018			2017			2016
Revenues	$	158.6		$	492.9		$	593.0
Cost of revenues	(74.3		)	(249.5		)	(349.6		)
Operating and other expenses	(13.8		)	(195.0		)	(214.6		)
Fixed-asset impairment	—			(175.8		)	(835.2		)
Income / (loss) from discontinued operations	70.5			(127.4		)	(806.4		)
Gain / (loss) from disposal of discontinued operations	(1.6		)	14.0			49.2
Income tax expense / (benefit) from discontinued operations	30.0			(20.3		)	(257.2		)
Net income / (loss) from discontinued operations	$	38.9		$	(93.1	)	$	(500.0	)

Cash flows related to discontinued operations are included in our Consolidated Statements of Cash Flows. Cash flows from operating activities for discontinued operations were $(6.8) million, $126.8 million and $92.3 million for the years ended December 31, 2018, 2017 and 2016, respectively. Cash flows from investing activities for discontinued operations were $233.8 million, $51.8 million and $(56.8) million for the years ended December 31, 2018, 2017 and 2016, respectively.

The PUCO authorized DP&L to maintain long-term debt of $750.0 million or 75% of its rate base, whichever is greater, until January 1, 2018, or to file an application to explain why it would not achieve those metrics. Accordingly, $750.0 million of debt and the pro rata interest expense associated with that debt were allocated to continuing operations. All remaining interest expense is included in the discontinued operations above. The interest expense included in discontinued operations was $0.2 million and $0.5 million for the years December 31, 2017 and 2016, respectively.

AROs of Discontinued Operations

DPL's retired Stuart and Killen generating facilities continue to carry ARO liabilities consisting primarily of river intake and discharge structures, coal unloading facilities, landfills, and ash disposal facilities. In the fourth quarter of 2018, DPL reduced the ARO liability related to the Stuart and Killen ash ponds and landfills by $27.6 million based on updated internal analyses that reduced estimated closure costs associated with these ash ponds and landfills. The remaining ARO liability related to Stuart and Killen is included in the AROs in the total liabilities of the disposal

F-48

group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets as of December 31, 2018 above. As these plants are no longer in service, the reduction to the ARO liability was also recorded as a credit to depreciation and amortization expense in the same amount. The credit to depreciation and amortization expense is included in operating and other expenses of discontinued operations for the year ended December 31, 2018 in the table above.

Note 16 – Dispositions

Beckjord Facility – On February 26, 2018, DP&L and its co-owners of the retired Beckjord Facility agreed to transfer their interests in the retired Facility to a third party, including their obligations to remediate the Facility and its site, and the transfer occurred on that same date. As a result, DPL recognized a loss on the transfer of $11.7 million and made cash expenditures of $14.5 million, inclusive of cash expenditures for the transfer charges. The Beckjord Facility was retired in 2014, and, as such, the income / (loss) from continuing operations before income tax related to the Beckjord Facility was immaterial for the years ended December 31, 2018, 2017 and 2016, excluding the loss on transfer noted above. Prior to the transfer, the Beckjord Facility was included in the Utility segment.

Note 17 – Fixed-asset impairments

During the fourth quarter of 2016, we tested the recoverability of our long-lived coal-fired generation assets. Lower forward dark spreads and capacity prices, along with the indicators at the other coal-fired facilities, collectively, resulted in an indicator of impairment for the Conesville asset group. We performed a long-lived asset impairment analysis for the Conesville asset group and determined that its carrying amount was not recoverable. The Conesville coal-fired facility asset group was determined to have a fair value of $1.1 million using the income approach. As a result, DPL recognized a total pre-tax asset impairment expense of $23.9 million.

During the year ended December 31, 2018, DPL recognized a total pre-tax asset impairment expense of $2.8 million for the Conesville asset group, as it was determined that additional amounts capitalized in 2018 were not recoverable.

F-49

Schedule II

DPL Inc.
VALUATION AND QUALIFYING ACCOUNTS
For each of the three years ended December 31, 2018
$ in thousands
Description	Balance at Beginning of Period		Additions		Deductions (a)		Balance at End of Period
Year ended December 31, 2018
Deducted from accounts receivable -
Provision for uncollectible accounts	$	1,053	$	3,411	$	3,574	$	890
Deducted from deferred tax assets -
Valuation allowance for deferred tax assets (b)	$	36,328	$	1,539	$	8,794	$	29,073
Year ended December 31, 2017
Deducted from accounts receivable -
Provision for uncollectible accounts	$	1,159	$	3,141	$	3,247	$	1,053
Deducted from deferred tax assets -
Valuation allowance for deferred tax assets (b)	$	38,266	$	4,383	$	6,321	$	36,328
Year ended December 31, 2016
Deducted from accounts receivable -
Provision for uncollectible accounts	$	835	$	4,113	$	3,789	$	1,159
Deducted from deferred tax assets -
Valuation allowance for deferred tax assets (b)	$	39,874	$	—	$	1,608	$	38,266

    (a)    Amounts written off, net of recoveries of accounts previously written off

(b) Balances and activity for valuation allowances for deferred tax assets includes that of amounts presented within both the "Deferred taxes" line and the "Non-current liabilities of discontinued operations and held-for-sale businesses" line on DPL’s Consolidated Balance Sheets.

F-50

DPL INC.
Condensed Consolidated Statements of Operations
(Unaudited)
	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Revenues	$	199.0		$	207.7		$	592.2		$	591.5
Operating costs and expenses
Net fuel cost	5.2			4.6			13.0			12.7
Net purchased power cost	66.5			83.6			195.0			238.9
Operation and maintenance	44.2			37.3			142.3			118.3
Depreciation and amortization	17.7			19.7			54.1			58.8
Taxes other than income taxes	20.9			19.0			58.5			54.5
Other, net (Note 2)	—			1.6			0.9			14.6
Total operating costs and expenses	154.5			165.8			463.8			497.8
Operating income	44.5			41.9			128.4			93.7
Other income / (expense), net:
Interest expense	(18.3		)	(22.6		)	(63.7		)	(74.4		)
Loss on early extinguishment of debt	—			—			(44.9		)	(6.4		)
Other income	0.3			0.5			3.2			0.8
Total other expense, net	(18.0		)	(22.1		)	(105.4		)	(80.0		)
Income from continuing operations before income tax	26.5			19.8			23.0			13.7
Income tax expense / (benefit) from continuing operations	(9.4		)	3.1			(12.6		)	1.5
Net income from continuing operations	35.9			16.7			35.6			12.2
Discontinued operations (Note 14):
Income / (loss) from discontinued operations before income tax	(0.4		)	5.0			32.8			36.7
Gain / (loss) from disposal of discontinued operations	—			0.3			0.1			(1.6		)
Income tax expense from discontinued operations	0.1			1.0			7.1			5.9
Net income / (loss) from discontinued operations	(0.5		)	4.3			25.8			29.2
Net income	$	35.4		$	21.0		$	61.4		$	41.4

See Notes to Condensed Consolidated Financial Statements.

F-51

DPL INC.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Net income	$	35.4		$	21.0		$	61.4		$	41.4
Derivative activity:
Change in derivative fair value, net of income tax (expense) / benefit of $(0.1), $0.0, $0.1 and $(0.2) for each respective period	(0.2		)	0.1			(1.0		)	0.4
Reclassification to earnings, net of income tax (benefit) / expense of $(0.1), $0.1, $0.0 and $0.3 for each respective period	(0.4		)	(0.2		)	(0.9		)	(0.6		)
Reclassification of earnings related to discontinued operations, net of income tax benefit of $(0.4), $0.0, $(0.4) and $(1.5) for each respective period	(0.4		)	—			(0.4		)	2.8
Total change in fair value of derivatives	(1.0		)	(0.1		)	(2.3		)	2.6
Pension and postretirement activity:
Reclassification to earnings, net of income tax benefit of $(0.1), $(0.1), $(0.1) and $(0.1) for each respective period	—			0.1			0.1			0.4
Total change in unfunded pension and postretirement obligations	—			0.1			0.1			0.4
Other comprehensive income / (loss)	(1.0		)	—			(2.2		)	3.0
Net comprehensive income	$	34.4		$	21.0		$	59.2		$	44.4

See Notes to Condensed Consolidated Financial Statements.

F-52

DPL INC.
Condensed Consolidated Balance Sheets
(Unaudited)
$ in millions	September 30, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	36.8		$	90.5
Restricted cash	17.6			21.2
Accounts receivable, net (Note 2)	69.8			90.5
Inventories (Note 2)	13.0			10.7
Taxes applicable to subsequent years	18.2			72.6
Regulatory assets, current	40.2			41.1
Prepayments and other current assets	9.3			12.9
Current assets of discontinued operations and held-for-sale businesses	8.3			8.7
Total current assets	213.2			348.2
Property, plant & equipment:
Property, plant & equipment	1,664.2			1,615.6
Less: Accumulated depreciation and amortization	(350.3		)	(310.8		)
	1,313.9			1,304.8
Construction work in process	94.5			32.2
Total net property, plant & equipment	1,408.4			1,337.0
Other non-current assets:
Regulatory assets, non-current	154.7			152.6
Intangible assets, net of amortization	19.3			18.4
Other non-current assets	20.5			21.6
Non-current assets of discontinued operations and held-for-sale businesses	0.2			5.3
Total other non-current assets	194.7			197.9
Total assets	$	1,816.3		$	1,883.1
LIABILITIES AND SHAREHOLDER'S DEFICIT
Current liabilities:
Short-term and current portion of long-term debt (Note 6)	$	237.6		$	103.6
Accounts payable	52.9			58.1
Accrued taxes	78.5			76.7
Accrued interest	27.2			14.3
Customer deposits	20.3			21.3
Regulatory liabilities, current	36.5			34.9
Accrued and other current liabilities	21.4			22.0
Current liabilities of discontinued operations and held-for-sale businesses	9.9			12.2
Total current liabilities	484.3			343.1
Non-current liabilities:
Long-term debt (Note 6)	1,223.3			1,372.3
Deferred income taxes	119.0			116.1
Taxes payable	3.7			76.1
Regulatory liabilities, non-current	252.3			278.3
Accrued pension and other post-retirement benefits	73.9			82.3
Asset retirement obligations	9.5			9.4
Other non-current liabilities	7.5			8.0
Non-current liabilities of discontinued operations and held-for-sale businesses	52.4			69.2
Total non-current liabilities	1,741.6			2,011.7
Commitments and contingencies (Note 10)
Common shareholder's deficit
Common stock:
1,500 shares authorized; 1 share issued and outstanding at September 30, 2019 and December 31, 2018	—			—
Other paid-in capital	2,373.4			2,370.5
Accumulated other comprehensive income	—			2.2
Accumulated deficit	(2,783.0		)	(2,844.4		)
Total common shareholder's deficit	(409.6		)	(471.7		)
Total liabilities and shareholder's deficit	$	1,816.3		$	1,883.1

See Notes to Condensed Consolidated Financial Statements.

F-53

DPL INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Nine months ended September 30,
$ in millions	2019			2018
Cash flows from operating activities:
Net income	$	61.4		$	41.4
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	34.2			62.4
Amortization of deferred financing costs	4.3			4.4
Loss on early extinguishment of debt	44.9			6.4
Deferred income taxes	(8.7		)	(17.8		)
Fixed-asset impairment	—			2.8
Loss / (gain) on disposal and sale of business, net	(0.1		)	13.2
Loss / (gain) on asset disposal, net	0.9			(0.6		)
Changes in certain assets and liabilities:
Accounts receivable, net	18.0			34.4
Inventories	(3.2		)	14.7
Taxes applicable to subsequent years	56.2			57.7
Deferred regulatory costs, net	2.9			(4.1		)
Accounts payable	(5.1		)	(17.4		)
Accrued taxes	(71.0		)	(47.1		)
Accrued interest	12.9			13.4
Accrued pension and other post-retirement benefits	(9.3		)	(4.0		)
Other	(2.0		)	(6.9		)
Net cash provided by operating activities	136.3			152.9
Cash flows from investing activities:
Capital expenditures	(122.4		)	(75.8		)
Proceeds from disposal and sale of business	—			234.9
Payments on disposal and sale of business	—			(14.5		)
Proceeds from sale of property	—			10.6
Insurance proceeds	—			2.8
Purchase of renewable energy credits	(3.6		)	—
Other investing activities, net	0.1			(0.5		)
Net cash provided by / (used in) investing activities	(125.9		)	157.5
Cash flows from financing activities:
Payments of deferred financing costs	(9.2		)	—
Issuance of long-term debt, net of discount	821.7			—
Retirement of long-term debt, including early payment premium	(978.0		)	(239.4		)
Borrowings from revolving credit facilities	133.0			30.0
Repayment of borrowings from revolving credit facilities	(35.0		)	(40.0		)
Other financing activities, net	(0.2		)	—
Net cash used in financing activities	(67.7		)	(249.4		)
Decrease in cash and restricted cash of discontinued operations and held-for-sale businesses	—			1.5
Cash, cash equivalents, and restricted cash:
Net change	(57.3		)	62.5
Balance at beginning of period	111.7			24.9
Cash, cash equivalents, and restricted cash at end of period	$	54.4		$	87.4
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	47.1		$	55.2
Income taxes paid / (refunded), net	$	1.3		$	(2.0	)
Non-cash financing and investing activities:
Accruals for capital expenditures	$	2.3		$	7.6
Non-cash proceeds from sale of business	$	—		$	4.1
Non-cash capital contribution (Note 9)	$	2.7		$	30.2

See Notes to Condensed Consolidated Financial Statements.

F-54

DPL INC.

Condensed Consolidated Statements of Shareholder's Deficit

(Unaudited)

	Common Stock (a)
$ in millions	Outstanding Shares	Amount		Other Paid-in Capital			Accumulated Other Comprehensive Income			Accumulated Deficit			Total
Balance, January 1, 2018	1	$	—	$	2,330.4		$	0.8		$	(2,915.5	)	$	(584.3	)
Net comprehensive income							3.3			16.9			20.2
Capital contributions (b)				44.6									44.6
Other (c)							(1.0		)	1.0			—
Balance, March 31, 2018	1	—		2,375.0			3.1			(2,897.6		)	(519.5		)
Net comprehensive income							(0.3		)	3.5			3.2
Capital contributions (b)				(17.9		)							(17.9		)
Other				0.1									0.1
Balance, June 30, 2018	1	—		2,357.2			2.8			(2,894.1		)	(534.1		)
Net comprehensive income							—			21.0			21.0
Capital contributions (b)				3.5									3.5
Other				0.1									0.1
Balance, September 30, 2018	1	$	—	$	2,360.8		$	2.8		$	(2,873.1	)	$	(509.5	)

(a) 1,500 shares authorized.

(b) Represents the conversion of a tax sharing payable to AES to contributed capital, as DP&L's 2017 ESP restricts tax sharing payments to AES during the term of the ESP. See Note 9 – Shareholder's Deficit.

(c) ASU 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities” was effective as of January 1, 2018. This ASU requires the change in the fair value of equity instruments to be recorded in income rather than in Other Comprehensive Income. Equity Instruments were defined to include all mutual funds, regardless of the underlying investments. Therefore, as of January 1, 2018, AOCI of $1.6 million ($1.0 million net of tax) was reversed to Accumulated deficit.

	Common Stock (a)
$ in millions	Outstanding Shares	Amount		Other Paid-in Capital			Accumulated Other Comprehensive Income / (Loss)			Accumulated Deficit			Total
Balance, January 1, 2019	1	$	—	$	2,370.5		$	2.2		$	(2,844.4	)	$	(471.7	)
Net comprehensive income							(0.4		)	42.1			41.7
Capital contributions (b)				1.5									1.5
Other				0.1									0.1
Balance, March 31, 2019	1	—		2,372.1			1.8			(2,802.3		)	(428.4		)
Net comprehensive loss							(0.8		)	(16.1		)	(16.9		)
Capital contributions (b)				(1.5		)							(1.5		)
Balance, June 30, 2019	1	—		2,370.6			1.0			(2,818.4		)	(446.8		)
Net comprehensive income							(1.0		)	35.4			34.4
Capital contributions (b)				2.7									2.7
Other				0.1									0.1
Balance, September 30, 2019	1	$	—	$	2,373.4		$	—		$	(2,783.0	)	$	(409.6	)

(a) 1,500 shares authorized.

(b) Represents the conversion of a tax sharing payable to AES to contributed capital, as DP&L's 2017 ESP restricts tax sharing payments to AES during the term of the ESP. See Note 9 – Shareholder's Deficit.

See Notes to Condensed Consolidated Financial Statements.

F-55

DPL Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 – Overview and Summary of Significant Accounting Policies

Description of Business

DPL is a regional energy company organized in 1985 under the laws of Ohio. DPL has one reportable segment: the Utility segment. See Note 11 – Business Segments for more information relating to this reportable segment. The terms “we,” “us,” “our” and “ours” are used to refer to DPL and its subsidiaries.

DPL is an indirectly wholly-owned subsidiary of AES.

DP&L, a wholly-owned subsidiary of DPL, is a public utility incorporated in 1911 under the laws of Ohio. Beginning in 2001, Ohio law gave Ohio consumers the right to choose the electric generation supplier from whom they purchase retail generation service; however, retail transmission and distribution services are still regulated. DP&L has the exclusive right to provide such transmission and distribution services to approximately 524,000 customers located in West Central Ohio. Additionally, DP&L provides retail SSO electric service to residential, commercial, industrial and governmental customers in a 6,000-square mile area of West Central Ohio. Principal industries located in DP&L’s service territory include automotive, food processing, paper, plastic, health care, data management, manufacturing and defense. Following the issuance of the DRO in September 2018 and the resulting changes to the decoupling rider effective January 1, 2019, DP&L's distribution sales are primarily impacted by customer growth within our service territory. DP&L sells its proportional share of energy and capacity from its investment in OVEC into the wholesale market.

DPL’s other primary subsidiaries include MVIC and AES Ohio Generation. MVIC is our captive insurance company that provides insurance services to DPL and our other subsidiaries. AES Ohio Generation's only operating asset is an undivided interest in Conesville. AES Ohio Generation sells all of its energy and capacity into the wholesale market. DPL's subsidiaries are all wholly-owned.

DPL also has a wholly-owned business trust, DPL Capital Trust II, formed for the purpose of issuing trust capital securities to investors.

DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs.

DPL and its subsidiaries employed 653 people as of September 30, 2019, of which 642 were employed by DP&L. Approximately 57% of all DPL employees are under a collective bargaining agreement, which expires October 31, 2020.

Financial Statement Presentation

DPL’s Condensed Consolidated Financial Statements include the accounts of DPL and its wholly-owned subsidiaries except for DPL Capital Trust II, which is not consolidated, consistent with the provisions of GAAP. As of September 30, 2019, AES Ohio Generation has an undivided ownership interest in one coal-fired generating facility, which is included in the financial statements at a carrying value of zero as it has been fully impaired. Operating revenues and expenses of this facility are included on a pro rata basis in the corresponding lines in the Condensed Consolidated Statements of Operations.

Certain immaterial amounts from prior periods have been reclassified to conform to the current period presentation.

All material intercompany accounts and transactions are eliminated in consolidation. We have evaluated subsequent events through the date this report is issued.

These financial statements have been prepared in accordance with GAAP for interim financial statements, the instructions of Form 10-Q and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from this interim

F-56

report. Therefore, our interim financial statements in this report should be read along with the annual financial statements included in our Form 10-K for the fiscal year ended December 31, 2018.

In the opinion of our management, the Condensed Consolidated Financial Statements presented in this report contain all adjustments necessary to fairly state our financial position as of September 30, 2019; our results of operations for the three and nine months ended September 30, 2019 and 2018, our cash flows for the nine months ended September 30, 2019 and 2018 and the changes in our equity for the three and nine months ended September 30, 2019 and 2018. Unless otherwise noted, all adjustments are normal and recurring in nature. Due to various factors, interim results for the three and nine months ended September 30, 2019 may not be indicative of our results that will be realized for the full year ending December 31, 2019.

The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the revenues and expenses of the periods reported. Actual results could differ from these estimates. Significant items subject to such estimates and judgments include: recognition of revenue including unbilled revenues, the carrying value of property, plant and equipment; the valuation of derivative instruments; the valuation of insurance and claims liabilities; the valuation of allowances for receivables and deferred income taxes; regulatory assets and liabilities; liabilities recorded for income tax exposures; litigation; contingencies; the valuation of AROs; and assets and liabilities related to employee benefits.

Cash, Cash Equivalents, and Restricted Cash

The following table provides a summary of cash, cash equivalents, and restricted cash amounts reported on the Condensed Consolidated Balance Sheet that reconcile to the total of such amounts as shown on the Condensed Consolidated Statements of Cash Flows:

$ in millions	September 30, 2019		December 31, 2018
Cash and cash equivalents	$	36.8	$	90.5
Restricted cash	17.6		21.2
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	54.4	$	111.7

Accounting for Taxes Collected from Customers and Remitted to Governmental Authorities

DP&L collects certain excise taxes levied by state or local governments from its customers. These taxes are accounted for on a net basis and not included in revenue. The amounts of such taxes collected for the three months ended September 30, 2019 and 2018 were $13.0 million and $13.8 million, respectively. The amounts of such taxes collected for the nine months ended September 30, 2019 and 2018 were $37.3 million and $39.2 million, respectively.

New accounting pronouncements adopted in 2019 – The following table provides a brief description of recently adopted accounting pronouncements that had an impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or did not have a material impact on our consolidated financial statements.

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2018-02, Income Statement — Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from AOCI	This amendment allows a reclassification of the stranded tax effects resulting from the implementation of the Tax Cuts and Jobs Act from AOCI to retained earnings at the election of the filer. Because this amendment only relates to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.	January 1, 2019	We have not elected to reclassify any amounts to retained earnings. Our accounting policy for releasing the income tax effects from AOCI occurs on a portfolio basis.

F-57

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities	The standard updates the hedge accounting model to expand the ability to hedge nonfinancial and financial risk components, reduce complexity, and ease certain documentation and assessment requirements. When facts and circumstances are the same as at the previous quantitative test, a subsequent quantitative effectiveness test is not required. The standard also eliminates the requirement to separately measure and report hedge ineffectiveness. For cash flow hedges, this means that the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to earnings in the same income statement line as the hedged item. Transition method: modified retrospective with the cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date. Prospective for presentation and disclosures.	January 1, 2019	The adoption of this standard had no material impact on our condensed consolidated financial statements.
2016-02, 2018-01, 2018-10, 2018-11 Leases (Topic 842)	See "Adoption of FASC Topic 842, Leases" below.	January 1, 2019	See impact upon adoption of the standard below.

Adoption of FASC Topic 842, "Leases"

On January 1, 2019, we adopted ASU 2016-02 Leases and its subsequent corresponding updates (“FASC 842”). Under this standard, lessees are required to recognize assets and liabilities for most leases and recognize expenses in a manner similar to the current accounting method. For lessors, the guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. The guidance eliminates current real estate-specific provisions.

Under FASC 842, it is expected that fewer contracts will contain a lease. However, due to the elimination of the real estate-specific guidance and changes to certain lessor classification criteria, more leases will qualify as sales-type leases and direct financing leases. Under these two models, a lessor will derecognize the asset and will recognize a net investment in a lease. According to FASC 842, the net investment in the lease includes the fair value of the plant after the contract period but does not include variable payments such as margin on the sale of energy. Therefore, the net investment in the lease could be significantly different than the carrying amount of the underlying asset at lease commencement. In such circumstances, the difference between the initially recognized net investment in the lease and the carrying amount of the underlying asset is recognized as a gain/loss at lease commencement.

During the course of adopting FASC 842, we applied various practical expedients including:

• The package of practical expedients (applied to all leases) that allowed lessees and lessors not to reassess:

a. whether any expired or existing contracts are or contain leases,

b. lease classification for any expired or existing leases, and

c. whether initial direct costs for any expired or existing leases qualify for capitalization under FASC 842.

• The transition practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements, and

• The transition practical expedient for lessees that allowed businesses to not separate lease and non-lease components. We applied the practical expedient to all classes of underlying assets when valuing right-of-use assets and lease liabilities. Contracts where we are the lessor were separated between the lease and non-lease components.

We applied the modified retrospective method of adoption and elected to continue to apply the guidance in FASC 840 Leases to the comparative periods presented in the year of adoption. Under this transition method, we applied the transition provisions starting at the date of adoption.

The adoption of FASC 842 did not have a material impact on our Condensed Consolidated Financial Statements.

F-58

New Accounting Pronouncements Issued But Not Yet Effective – The following table provides a brief description of recent accounting pronouncements that could have a material impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or are expected to have no material impact on our consolidated financial statements.

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2016-13, 2019-04, 2019-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	See discussion of the ASU below.	January 1, 2020	We will adopt the standard on January 1, 2020; see below for the evaluation of the impact of the adoption on the condensed consolidated financial statements.

ASU 2016-13 and its subsequent corresponding updates will update the impairment model for financial assets measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses as it is done today, except that the losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities. There are various transition methods available upon adoption.

We are currently evaluating the impact of adopting the standard on our condensed consolidated financial statements; however, it is expected that the new current expected credit loss model will primarily impact the calculation of expected credit losses on $70.2 million in gross trade accounts receivable.

Note 2 – Supplemental Financial Information

Accounts receivable and Inventories are as follows at September 30, 2019 and December 31, 2018:

	September 30,			December 31,
$ in millions	2019			2018
Accounts receivable, net:
Customer receivables	$	51.1		$	55.8
Unbilled revenue	15.2			16.8
Amounts due from affiliates	0.2			—
Due from PJM transmission enhancement settlement	2.4			16.5
Other	1.3			2.3
Provision for uncollectible accounts	(0.4		)	(0.9		)
Total accounts receivable, net	$	69.8		$	90.5
Inventories, at average cost:
Fuel and limestone	$	3.0		$	1.9
Materials and supplies	10.0			8.3
Other	—			0.5
Total inventories, at average cost	$	13.0		$	10.7

F-59

Accumulated Other Comprehensive Income / (Loss)

The amounts reclassified out of Accumulated Other Comprehensive Income / (Loss) by component during the three and nine months ended September 30, 2019 and 2018 are as follows:

Details about Accumulated Other Comprehensive Income / (Loss) components	Affected line item in the Condensed Consolidated Statements of Operations	Three months ended						Nine months ended
		September 30,						September 30,
$ in millions		2019			2018			2019			2018
Gains and losses on cash flow hedges (Note 5):
	Interest expense	$	(0.3	)	$	(0.3	)	$	(0.9	)	$	(0.9	)
	Income tax benefit / (expense)	(0.1		)	0.1			—			0.3
	Net of income taxes	(0.4		)	(0.2		)	(0.9		)	(0.6		)
	Loss from discontinued operations	—			—			—			4.3
	Income tax benefit from discontinued operations	(0.4		)	—			(0.4		)	(1.5		)
	Net of income taxes	(0.4		)	—			(0.4		)	2.8
Amortization of defined benefit pension items (Note 8):
	Other expense	0.1			0.2			0.2			0.5
	Income tax benefit	(0.1		)	(0.1		)	(0.1		)	(0.1		)
	Net of income taxes	—			0.1			0.1			0.4
Total reclassifications for the period, net of income taxes		$	(0.8	)	$	(0.1	)	$	(1.2	)	$	2.6

The changes in the components of Accumulated Other Comprehensive Income / (Loss) during the nine months ended September 30, 2019 are as follows:

$ in millions	Gains / (losses) on cash flow hedges			Change in unfunded pension and postretirement benefit obligation			Total
Balance at January 1, 2019	$	17.0		$	(14.8	)	$	2.2
Other comprehensive loss before reclassifications	(1.0		)	—			(1.0		)
Amounts reclassified from AOCI to earnings	(1.3		)	0.1			(1.2		)
Net current period other comprehensive income / (loss)	(2.3		)	0.1			(2.2		)
Balance at September 30, 2019	$	14.7		$	(14.7	)	$	—

Operating expenses - other

Operating expenses - other generally includes gains or losses on asset sales or dispositions, insurance recoveries, gains or losses on the sale of businesses and other expense or income from miscellaneous transactions. The components of Operating expenses - other are summarized as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
$ in millions	2019		2018		2019		2018
Loss on disposal and sale of businesses	$	—	$	—	$	—	$	11.7
Fixed-asset impairment	—		1.6		—		2.8
Other	—		—		0.9		0.1
Net other expense / (income)	$	—	$	1.6	$	0.9	$	14.6

Note 3 – Regulatory Matters

DMR

On October 20, 2017, the PUCO approved DP&L’s 2017 ESP.  On January 7, 2019, the Ohio Consumers' Counsel appealed to the Supreme Court of Ohio the 2017 ESP with respect to the bypassability of the Reconciliation Rider and the exclusion of the DMR from the SEET. That proceeding has been stayed pending an appeal in a related case involving another utility.

Pursuant to the 2017 ESP, on January 22, 2019, DP&L filed a request with the PUCO for a two-year extension of its DMR through October 2022, in the proposed amount of $199.0 million for each of the two additional years. The extension request was set at a level expected to reduce debt obligations at both DP&L and DPL and to position

F-60

DP&L to make capital expenditures to maintain and modernize its electric grid. DP&L’s DMP investments are contingent upon the PUCO approving the two-year extension of its DMR.

A rehearing process in DP&L's 2017 ESP case, including the DMR, remains pending. On August 1, 2019, DP&L filed a supplemental brief with the PUCO focused on the applicability of a recent court decision involving another Ohio utility’s DMR which is similar to, but not identical to, DP&L’s DMR.

Ohio House Bill 6

On July 23, 2019, the Governor of Ohio signed Ohio House Bill 6, which, among other things, does the following:

• beginning January 1, 2020, replaces DP&L’s non-bypassable Reconciliation Rider, permitting DP&L to defer, recover or credit the net proceeds from selling energy and capacity received as part of DP&L’s interest in OVEC and its OVEC-related costs through 2023, with a non-bypassable recovery mechanism for recovery of prudently incurred OVEC costs through 2030;

• eliminates the annual energy efficiency targets for Ohio utilities after 2020; and

• allows Ohio utilities to construct customer-sited renewable generation for mercantile customers or groups of mercantile customers, the costs of which may only be recovered from those customers.

Regulatory impact of tax reform

On January 10, 2018, the PUCO initiated a proceeding to consider the impacts of the TCJA to determine the appropriate course of action to pass benefits resulting from the legislation on to ratepayers. The PUCO also directed Ohio utilities to record deferred liabilities for the estimated reduction in federal income tax resulting from the TCJA beginning January 1, 2018. Beginning October 1, 2018, the new distribution rates approved in the DRO include the impacts of the decrease in current federal income taxes as a result of the TCJA. Under the terms of the stipulation approved in the DRO, DP&L agreed to file an application at the PUCO to refund eligible excess accumulated deferred income taxes and any related regulatory liability over a ten-year period. DP&L made such a filing on March 1, 2019. DP&L negotiated a unanimous stipulation with the parties in the proceeding, agreeing to return a total of $65.1 million, $83.2 million when including taxes associated with the refunds. This stipulation was approved by the PUCO on September 26, 2019. See Note 7 – Income Taxes for additional information. In connection with this stipulation, we reduced our long-term regulatory liability related to deferred income taxes by $23.4 million.

Note 4 – Fair Value

The fair value of current financial assets and liabilities, debt service reserves and other deposits approximate their reported carrying amounts. The estimated fair values of our assets and liabilities have been determined using available market information. By virtue of these amounts being estimates and based on hypothetical transactions to sell assets or transfer liabilities, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. For further information on our valuation techniques and policies, see Note 5—Fair Value in Item 8.—Financial Statements and Supplementary Data of our Form 10-K.

The following table presents the fair value, carrying value and cost of our non-derivative instruments at September 30, 2019 and December 31, 2018. Further information about the fair value of our derivative instruments can be found in Note 5 – Derivative Instruments and Hedging Activities.

	September 30, 2019				December 31, 2018
$ in millions	Cost		Fair Value		Cost		Fair Value
Assets
Money market funds	$	0.2	$	0.2	$	0.4	$	0.4
Equity securities	2.3		3.9		2.4		3.5
Debt securities	4.1		4.1		4.1		4.0
Hedge funds	0.1		0.1		0.1		0.1
Tangible assets	0.1		0.1		0.1		0.1
Total Assets	$	6.8	$	8.4	$	7.1	$	8.1
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities
Long-term debt	$	1,362.9	$	1,451.3	$	1,475.9	$	1,519.6

F-61

These financial instruments are not subject to master netting agreements or collateral requirements and as such are presented in the Condensed Consolidated Balance Sheet at their gross fair value, except for Long-term debt, which is presented at amortized carrying value.

We did not have any transfers of the fair values of our financial instruments between Level 1, Level 2 or Level 3 of the fair value hierarchy during the nine months ended September 30, 2019 or 2018.

Master Trust Assets

DP&L established a Master Trust to hold assets that could be used for the benefit of employees participating in employee benefit plans and these assets are not used for general operating purposes. On January 1, 2018, AOCI of $1.6 million ($1.0 million net of tax) was reversed to Accumulated Deficit and all future changes to fair value on the Master Trust Assets will be included in income in the period that the changes occur. Changes to fair value were not material for the nine months ended September 30, 2019 or 2018. These assets are primarily comprised of open-ended mutual funds, which are valued using the net asset value per unit. These investments are recorded at fair value within Other deferred assets on the Condensed Consolidated Balance Sheets and classified as available for sale.

Long-term debt

The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs in the financial statements. The long-term debt amounts include the current portion payable in the next twelve months and have maturities that range from 2020 to 2061.

The fair value of assets and liabilities at September 30, 2019 and December 31, 2018 and the respective category within the fair value hierarchy for DPL is as follows:

$ in millions	Fair value at September 30, 2019 (a)								Fair value at December 31, 2018 (a)
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Master Trust assets
Money market funds	$	0.2	$	—	$	—	$	0.2	$	0.4	$	—	$	—	$	0.4
Equity securities	—		3.9		—		3.9		—		3.5		—		3.5
Debt securities	—		4.1		—		4.1		—		4.0		—		4.0
Hedge funds	—		0.1		—		0.1		—		0.1		—		0.1
Tangible assets	—		0.1		—		0.1		—		0.1		—		0.1
Total Master Trust assets	0.2		8.2		—		8.4		0.4		7.7		—		8.1
Derivative assets
Interest rate hedges	—		0.2		—		0.2		—		1.5		—		1.5
Total Derivative assets	—		0.2		—		0.2		—		1.5		—		1.5
Total Assets	$	0.2	$	8.4	$	—	$	8.6	$	0.4	$	9.2	$	—	$	9.6
Liabilities
Long-term debt	$	—	$	1,433.7	$	17.6	$	1,451.3	$	—	$	1,501.9	$	17.7	$	1,519.6
Total Liabilities	$	—	$	1,433.7	$	17.6	$	1,451.3	$	—	$	1,501.9	$	17.7	$	1,519.6

(a) Includes credit valuation adjustment

Our financial instruments are valued using the market approach in the following categories:

• Level 1 inputs are used for money market accounts that are considered cash equivalents. The fair value is determined by reference to quoted market prices and other relevant information generated by market transactions.

• Level 2 inputs are used to value derivatives such as interest rate hedge contracts which are valued using a benchmark interest rate. Other Level 2 assets include open-ended mutual funds in the Master Trust, which are valued using the end of day NAV per unit.

• Level 3 inputs such as certain debt balances are considered a Level 3 input because the notes are not publicly traded. Our long-term debt is fair valued for disclosure purposes only.

F-62

All of the inputs to the fair value of our derivative instruments are from quoted market prices.

Our long-term debt is fair valued for disclosure purposes only and most of the fair values are determined using quoted market prices in inactive markets. These fair value inputs are considered Level 2 in the fair value hierarchy. As the Wright-Patterson Air Force Base note is not publicly traded, fair value is assumed to equal carrying value. These fair value inputs are considered Level 3 in the fair value hierarchy as there are no observable inputs. Additional Level 3 disclosures are not presented since our long-term debt is not recorded at fair value.

Note 5 – Derivative Instruments and Hedging Activities

In the normal course of business, DPL enters into interest rate hedges to manage the interest rate risk of our variable rate debt. All of our derivative instruments are used for risk management purposes and are designated as cash flow hedges if they qualify under FASC 815 for accounting purposes. In prior periods, we have used commodity derivatives principally to manage the risk of changes in market prices for commodities.

Cash Flow Hedges

As part of our risk management processes, we identify the relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. The fair values of cash flow hedges determined by current public market prices will continue to fluctuate with changes in market prices up to contract expiration. With the adoption of ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities effective January 1, 2019, we will no longer be required to calculate effectiveness and thus the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to earnings in the same income statement line as the hedged item in the period in which it settles.

As of September 30, 2019, we have two interest rate swaps to hedge the variable interest on our $140.0 million variable interest rate tax-exempt First Mortgage Bonds. The interest rate swaps have a combined notional amount of $140.0 million and settle monthly based on a one-month LIBOR. On March 29, 2018, we settled $60.0 million of these interest rate swaps due to the partial repayment of the underlying debt and a gain of $0.8 million was recorded as a reduction to interest expense. Since the swap was partially settled, the remaining swaps were de-designated and then re-designated with a new hypothetical derivative. The AOCI associated with the remaining swaps will be amortized out of AOCI into interest expense over the remaining life of the underlying debt.

We had previously entered into interest rate derivative contracts to manage interest rate exposure related to anticipated borrowings of fixed-rate debt. These interest rate derivative contracts were settled in 2013 and we continue to amortize amounts out of AOCI into interest expense.

F-63

The following tables provide information concerning gains or losses recognized in AOCI for the cash flow hedges for the three and nine months ended September 30, 2019 and 2018:

	Three months ended						Three months ended
	September 30, 2019						September 30, 2018
				Interest						Interest
$ in millions (net of tax)	Power			Rate Hedge			Power			Rate Hedge
Beginning accumulated derivative gains in AOCI	$	0.4		$	15.3		$	—		$	17.4
Net gains / (losses) associated with current period hedging transactions	—			(0.2		)	—			0.1
Net gains reclassified to earnings
Interest expense	—			(0.4		)	—			(0.2		)
(Income) / loss from discontinued operations	(0.4		)	—			—			—
Ending accumulated derivative gains in AOCI	$	—		$	14.7		$	—		$	17.3
	Nine months ended						Nine months ended
	September 30, 2019						September 30, 2018
				Interest						Interest
$ in millions (net of tax)	Power			Rate Hedge			Power			Rate Hedge
Beginning accumulated derivative gains / (losses) in AOCI	$	0.4		$	16.6		$	(2.8	)	$	17.5
Net gains / (losses) associated with current period hedging transactions	—			(1.0		)	—			0.4
Net (gains) / losses reclassified to earnings
Interest expense	—			(0.9		)	—			(0.6		)
(Income) / loss from discontinued operations	(0.4		)	—			2.8			—
Ending accumulated derivative gains in AOCI	$	—		$	14.7		$	—		$	17.3
Portion expected to be reclassified to earnings in the next twelve months				$	(1.2	)
Maximum length of time that we are hedging our exposure to variability in future cash flows related to forecasted transactions (in months)				11

Net gains or losses associated with the ineffective portion of the hedging transactions were immaterial in the prior year period presented.

Financial Statement Effect

DPL has elected not to offset derivative assets and liabilities and not to offset net derivative positions against the right to reclaim cash collateral pledged (an asset) or the obligation to return cash collateral received (a liability) under derivative agreements. The fair value derivative position of DPL's interest rate swaps are as follows:

Fair Values of Derivative Instruments
at September 30, 2019
				Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Condensed Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position		Cash Collateral		Net Fair Value
Assets
Short-term derivative positions (presented in Prepayments and other current assets)
Interest rate swap	Designated	$	0.2	$	—	$	—	$	0.2
Total assets		$	0.2	$	—	$	—	$	0.2

(a)    Includes credit valuation adjustment.

F-64

Fair Values of Derivative Instruments
at December 31, 2018
				Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Condensed Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position		Cash Collateral		Net Fair Value
Assets
Short-term derivative positions (presented in Prepayments and other current assets)
Interest rate swaps	Designated	$	0.9	$	—	$	—	$	0.9
Long-term derivative positions (presented in Other non-current assets)
Interest rate swaps	Designated	0.6		—		—		0.6
Total assets		$	1.5	$	—	$	—	$	1.5

(a)    Includes credit valuation adjustment.

Any prior year ineffectiveness on the interest rate hedges and the monthly settlement of the interest rate hedges is recorded in interest expense within the Condensed Consolidated Statements of Operations.

Note 6 – Long-term Debt

The following table summarizes DPL's long-term debt.

	Interest		September 30,			December 31,
$ in millions	Rate	Maturity	2019			2018
Term loan - rates from 4.50% - 4.53% (a) and 4.01% - 4.60% (b)		2022	$	—		$	436.1
First Mortgage Bonds	3.95%	2049	425.0			—
Tax-exempt First Mortgage Bonds - rates from 2.97% - 3.07% (a) and 1.52% - 1.92% (b)		2020	140.0			140.0
U.S. Government note	4.20%	2061	17.6			17.7
Unamortized deferred financing costs			(5.7		)	(6.3		)
Unamortized debt discounts and premiums, net			(2.7		)	(1.4		)
Total long-term debt at DP&L			574.2			586.1
Senior unsecured bonds	6.75%	2019	—			99.0
Senior unsecured bonds	7.25%	2021	380.0			780.0
Senior unsecured notes	4.35%	2029	400.0			—
Note to DPL Capital Trust II (c)	8.125%	2031	15.6			15.6
Unamortized deferred financing costs			(5.8		)	(4.3		)
Unamortized debt discounts and premiums, net			(1.1		)	(0.5		)
Total long-term debt			1,362.9			1,475.9
Less: current portion			(139.6		)	(103.6		)
Long-term debt, net of current portion			$	1,223.3		$	1,372.3

(a) Range of interest rates for the nine months ended September 30, 2019.

(b) Range of interest rates for the year ended December 31, 2018.

(c) Note payable to related party.

Deferred financing costs are amortized over the remaining life of the debt using the effective interest method. Premiums or discounts on long-term debt are amortized over the remaining life of the debt using the effective interest method.

Line of credit

At September 30, 2019 and December 31, 2018, DPL had outstanding borrowings on its line of credit of $38.0 million and $0.0 million, respectively. At September 30, 2019 and December 31, 2018, DP&L had outstanding borrowings on its line of credit of $60.0 million and $0.0 million, respectively.

Significant transactions

On June 19, 2019, DP&L amended and restated its unsecured revolving credit facility. The revolving credit facility has a $175.0 million borrowing limit, with a $75.0 million letter of credit sublimit, a feature that provides DP&L the

F-65

ability to increase the size of the facility by an additional $100.0 million, a maturity date of June 2024, and a provision that provides DP&L the option to request up to two one-year extensions of the maturity date.

On June 6, 2019, DP&L closed on a $425.0 million issuance of First Mortgage Bonds due 2049. These new bonds carry an interest rate of 3.95%. The proceeds of this issuance were used to repay in full the outstanding principal of $435.0 million of DP&L's variable rate Term Loan B credit agreement.

On June 19, 2019, DPL amended and restated its secured revolving credit facility. The revolving credit facility has a $125.0 million borrowing limit, with a $75.0 million letter of credit sublimit, a feature that provides DPL the ability to increase the size of the facility by an additional $50.0 million, and a maturity date of June 2023.

On April 17, 2019, DPL closed a $400.0 million issuance of senior unsecured notes. These notes carry an interest rate of 4.35% and mature on April 15, 2029. Proceeds from the issuance and cash on hand were used to settle a partial redemption for $400.0 million of DPL's 7.25% senior unsecured notes maturing October 15, 2021, as discussed below. After the redemption, the DPL 7.25% senior notes due in 2021 have an outstanding balance of $380.0 million.

On April 8, 2019, DPL issued a Notice of Partial Redemption to the Trustee (Wells Fargo Bank N.A.) on the DPL 7.25% Senior Notes due 2021. DPL redeemed $400.0 million of the $780.0 million outstanding principal amount of these notes on May 7, 2019. These bonds were redeemed at par plus accrued interest and a make-whole premium of $41.4 million.

On March 4, 2019, DPL issued a Notice of Full Redemption to the Trustee (U.S. Bank) on the DPL 6.75% Senior Notes due 2019. DPL redeemed the remaining $99.0 million outstanding principal amount of these notes on April 4, 2019. These bonds were redeemed at par plus accrued interest and a make-whole premium of $1.5 million with cash on hand.

On March 30, 2018, DPL issued a Notice of Partial Redemption to the Trustee (U.S. Bank) on the DPL 6.75% Senior Notes due 2019. DPL redeemed $101.0 million of the $200.0 million outstanding principal amount of these notes at par plus accrued interest and a make-whole premium of $5.1 million on April 30, 2018 with cash on hand.

On March 30, 2018, DP&L commenced a redemption of $60.0 million of outstanding tax exempt First Mortgage Bonds due 2020 at par value (plus accrued and unpaid interest). These bonds were redeemed at par plus accrued interest on April 30, 2018 with cash on hand.

On March 27, 2018, DPL made a $70.0 million prepayment to eliminate the outstanding balance of its bank term loan in full. As of March 31, 2018, the term loan was fully paid off.

Long-term debt covenants and restrictions

DPL’s revolving credit agreement has two financial covenants. The first financial covenant, a Total Debt to EBITDA ratio, is calculated at the end of each fiscal quarter by dividing total debt at the end of the current quarter by consolidated EBITDA for the four prior fiscal quarters. The ratio in the agreement is not to exceed 7.00 to 1.00. As of September 30, 2019, this financial covenant was met with a ratio of 5.68 to 1.00.

The second financial covenant is an EBITDA to Interest Expense ratio that is calculated, at the end of each fiscal quarter, by dividing EBITDA for the four prior fiscal quarters by the consolidated interest charges for the same period. The ratio, per the agreement, is to be not less than 2.25 to 1.00. As of September 30, 2019, this financial covenant was met with a ratio of 2.99 to 1.00.

DPL’s secured revolving credit agreement also restricts dividend payments from DPL to AES, such that DPL cannot make dividend payments unless at the time of, and/or as a result of the distribution, (i) DPL’s leverage ratio does not exceed 0.67 to 1.00 and DPL’s interest coverage ratio is not less than 2.50 to 1.00 or, if such ratios are not within the parameters, (ii) DPL’s senior long-term debt rating from two of the three major credit rating agencies is at least investment grade. DPL is also restricted from making dividend and tax sharing payments from DPL to AES per its 2017 ESP. This order restricts dividend payments from DPL to AES during the term of the 2017 ESP and restricts tax sharing payments from DPL to AES during the term of the DMR.

DP&L’s Bond Purchase and Covenants Agreement (financing document entered into in connection with the sale of $200.0 million of variable rate tax-exempt First Mortgage Bonds, dated as of August 1, 2015) has two financial

F-66

covenants. The first measures Total Debt to Total Capitalization and is calculated, at the end of each fiscal quarter, by dividing total debt at the end of the quarter by total capitalization at the end of the quarter. DP&L’s Total Debt to Total Capitalization ratio shall not be greater than 0.65 to 1.00. Except that, after Generation Separation and the twelve-month period following (October 1, 2017 to September 30, 2018) the ratio shall be a) increased to 0.75 to 1.00 or b) suspended if DP&L’s long-term indebtedness is less than or equal to $750.0 million. Additionally, this covenant shall be suspended any time after separation during which DP&L maintains a rating of BBB- (or in the case of Moody’s Investors Service, Inc. Baa3) or higher with a stable outlook from at least one of Fitch Investors Service Inc., Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. The Total Debt to Capitalization covenant is calculated as the sum of DP&L’s current and long-term portion of debt, divided by the total of DP&L’s net worth and total debt. As of September 30, 2019, DP&L's ratings meet those requirements and this covenant is suspended for the quarter ended September 30, 2019.

The second financial covenant measures EBITDA to Interest Expense. The Total Consolidated EBITDA to Consolidated Interest Charges ratio is calculated, at the end of each fiscal quarter, by dividing consolidated EBITDA for the four prior fiscal quarters by the consolidated interest charges for the same period. The ratio, per the agreement, is to be not less than 2.50 to 1.00. This financial covenant was met with a ratio of 9.36 to 1.00 as of September 30, 2019.

DP&L's unsecured revolving credit facility has one financial covenant. The covenant measures Total Debt to Total Capitalization and is calculated, at the end of each fiscal quarter, by dividing total debt at the end of the quarter by total capitalization at the end of the quarter. DP&L’s Total Debt to Total Capitalization ratio shall not be greater than 0.67 to 1.00. This financial covenant was met with a ratio of 0.58 to 1.00 as of September 30, 2019.

As of September 30, 2019, DPL and DP&L were in compliance with all debt covenants, including the financial covenants described above.

DP&L does not have any meaningful restrictions in its debt financing documents prohibiting dividends to its parent, DPL.

Substantially all property, plant & equipment of DP&L is subject to the lien of the mortgage securing DP&L’s First and Refunding Mortgage.

Note 7 – Income Taxes

The following table details the effective tax rates for the three and nine months ended September 30, 2019 and 2018.

	Three months ended		Nine months ended
	September 30,		September 30,
	2019	2018	2019	2018
DPL	(35.6)%	16.3%	(9.8)%	15.2%

Income tax expense for the nine months ended September 30, 2019 and 2018 was calculated using the estimated annual effective income tax rates for 2019 and 2018 of (10.1)% and 16.8%, respectively. Management estimates the annual effective tax rate based on its forecast of annual pre-tax income. To the extent that actual pre-tax results for the year differ from the forecasts applied to the most recent interim period, the estimated rates could be materially different from the actual effective tax rates. DPL’s effective combined state and federal income tax rate for all operations was (35.6)% and (9.8)% for the three and nine months ended September 30, 2019, respectively. These rates are lower than the combined federal and state statutory rate of 21.6% primarily due to the flowthrough of the net tax benefit related to the reversal of excess deferred taxes of DP&L and the impact of the September 26, 2019 PUCO order which finalized the amount of excess deferred tax balances allocable to DP&L’s utility customers.

For the nine months ended September 30, 2019, DPL’s current period effective tax rate for all operations was not materially different than the estimated annual effective rate.

Per the terms of DP&L's 2017 ESP, DPL will not make any tax-sharing payments to AES and AES will forgo collection of the payments during the term of the DMR. As such, during the nine months ended September 30, 2019

F-67

and 2018, DPL converted $2.7 million and $30.2 million, respectively, of accrued tax sharing liabilities with AES to additional equity investment in DPL.

Note 8 – Benefit Plans

DP&L sponsors a defined benefit pension plan for the majority of its employees.

We generally fund pension plan benefits as accrued in accordance with the minimum funding requirements of ERISA and, in addition, make voluntary contributions from time to time. There were $7.5 million in employer contributions during each of the nine months ended September 30, 2019 and 2018.

The amounts presented in the following tables for pension include the collective bargaining plan formula, the traditional management plan formula, the cash balance plan formula and the SERP, in the aggregate. The pension costs below have not been adjusted for amounts billed to the Service Company for former DP&L employees who are now employed by the Service Company that are still participants in the DP&L plan.

The net periodic benefit cost of the pension benefit plans for the three and nine months ended September 30, 2019 and 2018 was:

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Service cost	$	0.9		$	1.5		$	2.7		$	4.5
Interest cost	3.7			3.4			11.2			10.3
Expected return on plan assets	(5.0		)	(5.3		)	(15.0		)	(15.9		)
Amortization of unrecognized:
Prior service cost	0.3			0.3			0.9			0.8
Actuarial loss	1.1			1.6			3.2			4.8
Net periodic benefit cost	$	1.0		$	1.5		$	3.0		$	4.5

In addition, DP&L provides postretirement health care and life insurance benefits to certain retired employees, their spouses and eligible dependents. We have funded a portion of the union-eligible benefits using a Voluntary Employee Beneficiary Association Trust. These postretirement health care benefits and the related unfunded obligation of $9.0 million at September 30, 2019 and $9.2 million at December 31, 2018 were not material to the financial statements in the periods covered by this report.

Note 9 – Shareholder's Deficit

Capital Contributions from AES

DP&L's approved six-year 2017 ESP restricts DPL from making dividend payments to its parent company, AES, during the term of the ESP, as well as from making tax-sharing payments to AES during the term of the DMR. The 2017 ESP also requires that existing tax payments owed by DPL to AES, and similar tax payments that accrue during the term of the DMR, be converted into equity investments in DPL.

For the nine months ended September 30, 2019 and 2018, AES made capital contributions of $2.7 million and $30.2 million, respectively, by converting the amount owed to it by DPL related to tax-sharing payments for current tax liabilities.

Note 10 – Contractual Obligations, Commercial Commitments and Contingencies

Guarantees

In the normal course of business, DPL enters into various agreements with its wholly-owned subsidiary, AES Ohio Generation, providing financial or performance assurance to third parties. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to this subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish this subsidiary's intended commercial purposes.

At September 30, 2019, DPL had $21.0 million of guarantees on behalf of AES Ohio Generation to third parties for future financial or performance assurance under such agreements. The guarantee arrangements entered into by DPL with these third parties cover select present and future obligations of AES Ohio Generation to such beneficiaries and are terminable by DPL upon written notice to the beneficiaries within a certain time. At

F-68

September 30, 2019 and December 31, 2018, we had no outstanding balance of obligations covered by these guarantees.

To date, DPL has not incurred any losses related to the guarantees of AES Ohio Generation’s obligations and we believe it is unlikely that DPL would be required to perform or incur any losses in the future associated with any of the above guarantees.

Equity Ownership Interest

DP&L has a 4.9% equity ownership interest in OVEC, which is recorded using the cost method of accounting under GAAP. DP&L, along with several non-affiliated energy companies party to an OVEC arrangement, receive and pay for OVEC capacity and energy and are responsible for OVEC debt obligations and other fixed costs in proportion to their power participation ratios under the arrangement which, for DP&L, is the same as its equity ownership interest. At September 30, 2019, DP&L could be responsible for the repayment of 4.9%, or $67.2 million, of $1,371.3 million OVEC debt obligations if they came due, comprised of both fixed and variable rate securities with maturities from 2022 to 2040. OVEC could also seek additional contributions from DP&L to avoid a default in the event that other OVEC members defaulted on their respective OVEC obligations. One of the other OVEC members, with a 4.85% interest in OVEC, filed for bankruptcy protection and the bankruptcy court approved that member's rejection of the OVEC arrangement and its related obligations on July 31, 2018. We do not expect these events to have a material impact on our financial condition, results of operations or cash flows.

Contingencies

In the normal course of business, we are subject to various lawsuits, actions, proceedings, claims and other matters asserted under various laws and regulations. We believe the amounts provided in our Condensed Consolidated Financial Statements, as prescribed by GAAP, are adequate considering the probable and estimable contingencies. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various legal proceedings, claims, tax examinations and other matters discussed below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in our Condensed Consolidated Financial Statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of September 30, 2019, cannot be reasonably determined.

Environmental Matters

DPL’s and DP&L’s facilities and operations are subject to a wide range of federal, state and local environmental regulations and laws. The environmental issues that may affect us include:

• The federal CAA and state laws and regulations (including State Implementation Plans) which require compliance, obtaining permits and reporting as to air emissions;

• Litigation with federal and certain state governments and certain special interest groups;

• Rules and future rules issued by the USEPA, the Ohio EPA or other authorities associated with the federal Clean Water Act, which prohibits the discharge of pollutants into waters of the United States except pursuant to appropriate permits; and

• Solid and hazardous waste laws and regulations, which govern the management and disposal of certain waste. The majority of solid waste created from the combustion of coal and fossil fuels consists of fly ash and other coal combustion by-products.

In addition to imposing continuing compliance obligations, these laws and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. In the normal course of business, we have investigatory and remedial activities underway at our facilities to comply, or to determine compliance, with such regulations. We record liabilities for loss contingencies related to environmental matters when a loss is probable of occurring and can be reasonably estimated in accordance with the provisions of GAAP. Accordingly, we have immaterial accruals for loss contingencies for environmental matters. We also have several environmental matters for which we have not accrued loss contingencies because the risk of loss is not probable, or a loss cannot be reasonably estimated. We evaluate the potential liability related to environmental matters quarterly and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material adverse effect on our results of operations, financial condition and cash flows.

F-69

We have several pending environmental matters associated with our current and previously owned coal-fired generation units. Some of these matters could have a material adverse effect on our results of operations, financial condition and cash flows.

Note 11 – Business Segments

DPL has presented the results of operations of Miami Fort Station, Zimmer Station, the Peaker Assets, Stuart Station, and Killen Station as discontinued operations as a group of components for all periods presented. For more information, see Note 14 – Discontinued Operations of Notes to DPL's Condensed Consolidated Financial Statements. As such, AES Ohio Generation only has operating activity coming from its undivided ownership interest in Conesville, which does not meet the thresholds to be a separate reportable operating segment. Therefore, DPL manages its business through one reportable operating segment, the Utility segment. The primary segment performance measure is income / (loss) from continuing operations before income tax as management has concluded that this measure best reflects the underlying business performance of DPL and is the most relevant measure considered in DPL’s internal evaluation of the financial performance of its segment. The Utility segment is discussed further below.

Utility Segment

The Utility segment is comprised of DP&L’s electric transmission and distribution businesses, which distribute electricity to residential, commercial, industrial and governmental customers. DP&L distributes electricity to more than 524,000 retail customers located in a 6,000-square mile area of West Central Ohio. DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses recording regulatory assets when incurred costs are expected to be recovered in future customer rates and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs. The Utility segment includes revenues and costs associated with our investment in OVEC and the historical results of DP&L’s Beckjord Facility, which was closed in 2014 and transferred to a third party in the first quarter of 2018, and Hutchings Coal generating facility, which was closed in 2013. These assets did not transfer to AES Ohio Generation as part of DP&L's Generation Separation on October 1, 2017. Thus, they are grouped within the Utility segment for segment reporting purposes. In addition, regulatory deferrals and collections, which include fuel deferrals in historical periods, are included in the Utility segment.

Included within the “Other” column are other businesses that do not meet the GAAP requirements for disclosure as reportable segments as well as certain corporate costs, which include interest expense and loss on early extinguishment of debt on DPL's long-term debt as well as adjustments related to purchase accounting from the Merger. DPL's undivided interest in Conesville is included within the "Other" column as it does not meet the requirement for disclosure as a reportable operating segment, since the results of operations of the other EGUs are presented as discontinued operations. The accounting policies of the reportable segment are the same as those described in Note 1 – Overview and Summary of Significant Accounting Policies of our 10-K. Intersegment sales, costs of sales and expenses are eliminated in consolidation. Certain shared and corporate costs are allocated between "Other" and the Utility reporting segment.

F-70

The following tables present financial information for DPL’s Utility reportable business segment:

$ in millions	Utility		Other			Adjustments and Eliminations			DPL Consolidated
Three months ended September 30, 2019
Revenues from external customers	$	190.9	$	8.1		$	—		$	199.0
Intersegment revenues	0.2		0.8			(1.0		)	—
Total revenues	$	191.1	$	8.9		$	(1.0	)	$	199.0
Depreciation and amortization	$	17.4	$	0.3		$	—		$	17.7
Interest expense	$	6.1	$	12.2		$	—		$	18.3
Income / (loss) from continuing operations before income tax	$	37.7	$	(11.2	)	$	—		$	26.5
Cash capital expenditures	$	58.9	$	0.1		$	—		$	59.0
$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Three Months Ended September 30, 2018
Revenues from external customers	$	198.5	$	9.2		$	—		$	207.7
Intersegment revenues	0.2		0.7			(0.9		)	—
Total revenues	$	198.7	$	9.9		$	(0.9	)	$	207.7
Depreciation and amortization	$	19.1	$	0.6		$	—		$	19.7
Interest expense	$	5.8	$	16.8		$	—		$	22.6
Income / (loss) from continuing operations before income tax	$	37.5	$	(17.7	)	$	—		$	19.8
Cash capital expenditures	$	20.5	$	4.6		$	—		$	25.1
$ in millions	Utility		Other			Adjustments and Eliminations			DPL Consolidated
Nine months ended September 30, 2019
Revenues from external customers	$	569.4	$	22.8		$	—		$	592.2
Intersegment revenues	0.8		2.4			(3.2		)	—
Total revenues	$	570.2	$	25.2		$	(3.2	)	$	592.2
Depreciation and amortization	$	52.9	$	1.2		$	—		$	54.1
Interest expense	$	19.9	$	43.8		$	—		$	63.7
Loss on early extinguishment of debt	$	—	$	44.9		$	—		$	44.9
Income / (loss) from continuing operations before income tax	$	108.8	$	(85.8	)	$	—		$	23.0
Cash capital expenditures	$	121.1	$	1.3		$	—		$	122.4
$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Nine months ended September 30, 2018
Revenues from external customers	$	562.9	$	28.6		$	—		$	591.5
Intersegment revenues	0.6		2.1			(2.7		)	—
Total revenues	$	563.5	$	30.7		$	(2.7	)	$	591.5
Depreciation and amortization	$	56.5	$	2.3		$	—		$	58.8
Interest expense	$	20.5	$	53.9		$	—		$	74.4
Income / (loss) from continuing operations before income tax	$	73.9	$	(60.2	)	$	—		$	13.7
Cash capital expenditures	$	65.0	$	10.8		$	—		$	75.8

(a) "Other" includes Cash capital expenditures related to assets of discontinued operations and held-for-sale businesses for the three and nine months ended September 30, 2018.

F-71

Total Assets	September 30, 2019		December 31, 2018
Utility	$	1,779.4	$	1,819.6
All Other (a)	36.9		63.5
DPL Consolidated	$	1,816.3	$	1,883.1

(a) "All Other" includes Total assets related to the assets of discontinued operations and held-for-sale businesses and Eliminations for all periods presented.

Note 12 – Revenue

Revenue is primarily earned from retail and wholesale electricity sales and electricity transmission and distribution delivery services. Revenue is recognized upon transfer of control to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities. For further discussion of our Retail, Wholesale, RTO ancillary, and Capacity revenues, see Note 14 — Revenue in Item 8.—Financial Statements and Supplementary Data of our Form 10-K.

DPL's revenue from contracts with customers was $195.0 million and $195.1 million for the three months ended September 30, 2019 and 2018, respectively, and $576.5 million and $560.1 million for the nine months ended September 30, 2019 and 2018, respectively.

F-72

The following table presents our revenue from contracts with customers and other revenue by segment for the three and nine months ended September 30, 2019 and 2018:

$ in millions	Utility		Other			Adjustments and Eliminations			Total
	Three Months Ended September 30, 2019
Retail revenue
Retail revenue from contracts with customers	$	170.5	$	—		$	—		$	170.5
Other retail revenue (a)	3.8		—			—			3.8
Wholesale revenue
Wholesale revenue from contracts with customers	4.4		5.0			(0.2		)	9.2
RTO ancillary revenue	11.0		0.1			—			11.1
Capacity revenue	1.1		1.1			—			2.2
Miscellaneous revenue from contracts with customers (b)	—		2.0			—			2.0
Miscellaneous revenue	0.3		0.7			(0.8		)	0.2
Total revenues	$	191.1	$	8.9		$	(1.0	)	$	199.0
	Three Months Ended September 30, 2018
Retail revenue
Retail revenue from contracts with customers	$	168.4	$	—		$	(0.4	)	$	168.0
Other retail revenue (a)	12.6		—			—			12.6
Wholesale revenue
Wholesale revenue from contracts with customers	4.9		5.6			—			10.5
RTO ancillary revenue	10.8		(0.1		)	—			10.7
Capacity revenue	2.0		1.7			—			3.7
Miscellaneous revenue from contracts with customers (b)	—		2.2			—			2.2
Miscellaneous revenue	—		0.5			(0.5		)	—
Total revenues	$	198.7	$	9.9		$	(0.9	)	$	207.7
	Nine months ended September 30, 2019
Retail revenue
Retail revenue from contracts with customers	$	503.8	$	—		$	—		$	503.8
Other retail revenue (a)	14.9		—			—			14.9
Wholesale revenue
Wholesale revenue from contracts with customers	12.8		11.4			(0.8		)	23.4
RTO ancillary revenue	32.8		0.2			—			33.0
Capacity revenue	5.0		4.2			—			9.2
Miscellaneous revenue from contracts with customers (b)	—		7.1			—			7.1
Miscellaneous revenue	0.9		2.3			(2.4		)	0.8
Total revenues	$	570.2	$	25.2		$	(3.2	)	$	592.2
	Nine months ended September 30, 2018
Retail revenue
Retail revenue from contracts with customers	$	469.3	$	—		$	(0.8	)	$	468.5
Other retail revenue (a)	31.4		—			—			31.4
Wholesale revenue
Wholesale revenue from contracts with customers	24.6		16.7			—			41.3
RTO ancillary revenue	32.4		0.1			—			32.5
Capacity revenue	5.8		4.7			—			10.5
Miscellaneous revenue from contracts with customers (b)	—		7.3			—			7.3
Miscellaneous revenue	—		1.9			(1.9		)	—
Total revenues	$	563.5	$	30.7		$	(2.7	)	$	591.5

(a) Other retail revenue primarily includes alternative revenue programs not accounted for under FASC 606.

(b) Miscellaneous revenue from contracts with customers primarily includes revenues for various services provided by Miami Valley Lighting.

The balances of receivables from contracts with customers were $66.3 million and $72.6 million as of September 30, 2019 and December 31, 2018, respectively. Payment terms for all receivables from contracts with customers are typically within 30 days.

Note 13 – Dispositions

Beckjord Facility – On February 26, 2018, DP&L and its co-owners of the retired Beckjord Facility agreed to transfer their interests in the retired Facility to a third party, including their obligations to remediate the Facility and its site,

F-73

and the transfer occurred on that same date. As a result, DPL recognized a loss on the transfer of $11.7 million and made cash expenditures of $14.5 million, inclusive of cash expenditures for the transfer charges. The Beckjord Facility was retired in 2014, and, as such, the income / (loss) from continuing operations before income tax related to the Beckjord Facility was immaterial for the three and nine months ended September 30, 2018, excluding the loss on transfer noted above. Prior to the transfer, the Beckjord Facility was included in the Utility segment.

Note 14 – Discontinued Operations

On December 8, 2017, DPL and AES Ohio Generation completed the sale of their entire undivided interest in the Miami Fort Station and the Zimmer Station. On March 27, 2018, DPL and AES Ohio Generation completed the sale of the Peaker assets to Kimura Power, LLC, and this transaction resulted in a loss on sale of $1.9 million for the nine months ended September 30, 2018. Further, on May 31, 2018, DPL and AES Ohio Generation retired the Stuart Station coal-fired and diesel-fired generating units and the Killen Station coal-fired generating unit and combustion turbine as planned.

Consequently, we determined that the disposal of this group of components, as a whole, represents a strategic shift to exit generation, and, as such, qualifies to be presented as discontinued operations. Therefore, the results of operations, assets and liabilities of this group of components were reported as such in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets for all periods presented.

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	September 30, 2019			December 31, 2018
Accounts receivable, net	$	6.8		$	4.0
Taxes applicable to subsequent years	0.6			2.3
Prepayments and other current assets	0.9			2.4
Intangible assets, net of amortization	0.2			5.3
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	8.5		$	14.0
Accounts payable	$	4.3		$	3.9
Accrued taxes	2.4			3.1
Accrued and other current liabilities	3.2			5.2
Deferred income taxes (a)	(33.2		)	(39.8		)
Taxes payable	—			2.3
Accrued pension and other post-retirement benefits	—			9.7
Asset retirement obligations	70.4			90.4
Other non-current liabilities	15.2			6.6
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	62.3		$	81.4

(a) Deferred income taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, operating costs, other expenses and income tax of discontinued operations for the periods indicated:

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Revenues	$	10.1		$	15.6		$	41.0		$	141.8
Operating costs and other expenses	(10.5		)	(10.6		)	(8.2		)	(105.1		)
Income from discontinued operations	(0.4		)	5.0			32.8			36.7
Gain / (loss) from disposal of discontinued operations	—			0.3			0.1			(1.6		)
Income tax expense from discontinued operations	0.1			1.0			7.1			5.9
Net income from discontinued operations	$	(0.5	)	$	4.3		$	25.8		$	29.2

Cash flows related to discontinued operations are included in our Condensed Consolidated Statements of Cash Flows. Cash flows from operating activities for discontinued operations were $(0.5) million and $(7.2) million for the three months ended September 30, 2019 and 2018, respectively, and $12.4 million and $37.2 million for the nine months ended September 30, 2019 and 2018, respectively. Cash flows from investing activities for discontinued operations were $233.8 million for the nine months ended September 30, 2018. There were no cash flows from

F-74

investing activities for the three and nine months ended September 30, 2019 or for the three months ended September 30, 2018.

AROs of Discontinued Operations

DPL's retired Stuart and Killen generating facilities continue to carry ARO liabilities consisting primarily of river intake and discharge structures, coal unloading facilities, landfills and ash disposal facilities. In the first quarter of 2019, DPL reduced the ARO liability related to the Stuart and Killen ash ponds and landfills by a combined $22.5 million based on updated internal analyses that reduced estimated closure costs associated with these ash ponds and landfills. The remaining ARO liability related to Stuart and Killen is included in the Asset retirement obligations balance in the total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets as of September 30, 2019 above. As these plants are no longer in service, the reduction to the ARO liability was also recorded as a credit to depreciation and amortization expense in the same amount. The credit to depreciation and amortization expense is included in operating costs and other expenses of discontinued operations for the nine months ended September 30, 2019 in the table above.

F-75

DPL INC.

Offer to Exchange

4.35% Senior Notes due 2029

for

New 4.35% Senior Notes due 2029

Until          all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

PROSPECTUS

       , 2019

F-76

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Directors and Officers.

Article VIII of the Amended Regulations of DPL Inc. (the “Company”), as amended through November 28, 2011 provides for indemnification of directors, officers, employees or agents of the Company, or individuals who serve at the request of the Company in such capacities for other entities, against any and all expenses, judgments, fines and settlements incurred by them in connection with claims and/or litigation arising out of their service. Article VIII provides that indemnification shall be available to the full extent permitted by law including, without limitation, Section 1701.13(E) of the Ohio Revised Code. The Code of Regulations further provides that the indemnification rights set forth in Article VIII are not exclusive of any rights to which those seeking indemnification may be entitled under the Company’s Amended Articles of Incorporation or Code of Regulations or any agreement, vote of shareholders or disinterested directors, or otherwise. The Company’s Amended Articles of Incorporation and Code of Regulations are exhibits to this registration statement.

Section 1701.13(E) of the Ohio Revised Code provides as follows:

(E) (1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, the person had reasonable cause to believe that the person’s conduct was unlawful.

(2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following:

(a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper;

(b) Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code.

II-1

(3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by the person in connection with the action, suit, or proceeding.

(4) Any indemnification under division (E)(1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made as follows:

(a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section;

(b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years;

(c) By the shareholders;

(d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought.

Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and, within ten days after receipt of that notification, the person shall have the right to petition the court of common pleas or the court in which the action or suit was brought to review the reasonableness of that determination.

(5) (a) Unless at the time of a director’s act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney’s fees, incurred by a director in defending the action, suit, or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which the director agrees to do both of the following:

(i) Repay that amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the director’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation;

(ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding.

(b) Expenses, including attorney’s fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay that amount, if it ultimately is determined that the person is not entitled to be indemnified by the corporation.

(6) The indemnification or advancement of expenses authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification or advancement of expenses under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, trustee, officer,

II-2

employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of that person. A right to indemnification or to advancement of expenses arising under a provision of the articles or the regulations shall not be eliminated or impaired by an amendment to that provision after the occurrence of the act or omission that becomes the subject of the civil, criminal, administrative, or investigative action, suit, or proceeding for which the indemnification or advancement of expenses is sought, unless the provision in effect at the time of that act or omission explicitly authorizes that elimination or impairment after the act or omission has occurred.

(7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against that liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

(8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to division (E)(5), (6), or (7).

(9) As used in division (E) of this section, “corporation” includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as the person would if the person had served the new or surviving corporation in the same capacity.

The Company maintains standard policies of insurance under which coverage is provided to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and to the Company with respect to payments which may be made by the Company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

The Registration Rights Agreement filed as Exhibit 4(t) to this Registration Statement provides for indemnification of directors and officers of DPL Inc. by the initial purchasers against certain liabilities.

II-3

Item 21. Exhibits

DPL exhibits are incorporated by reference as described unless otherwise filed as set forth herein.

The exhibits filed as part of DPL’s Annual Report on Form 10-K, updated through our most recent 10-Q, are:

Exhibit Number	Exhibit	Location
2(a)	Agreement and Plan of Merger, dated as of April 19, 2011, by and among DPL Inc., The AES Corporation and Dolphin Sub, Inc.	Exhibit 2.1 to Report on Form 8-K filed April 20, 2011 (File No. 1-9052)
2(b)	Asset Purchase Agreement dated April 21, 2017, by and among Dynegy Zimmer, LLC, Dynegy Miami Fort, LLC, AES Ohio	Exhibit 2.1 to Report on Form 8-K filed April 24, 2017 (File No. 1-2385)
2(c)	Asset Contribution Agreement, dated as of September 28, 2017, by and between The Dayton Power and Light Company and AES Ohio Merger Sub, LLC	Exhibit 2.1 to Report on Form 8-K filed on October 2, 2017 (File No. 1-2385)
2(d)	Agreement and Plan of Merger, dated as of September 28, 2017, by and between AES Ohio Merger Sub, LLC and AES Ohio Generation, LLC	Exhibit 2.2 to Report on Form 8-K filed on October 2, 2017 (File No. 1-2385)
2(e)	Asset Purchase Agreement, dated as of December 15, 2017, by and among AES Ohio Generation, LLC, DPL Inc., Kimura Power, LLC, and Rockland Power Partners III, LP	Exhibit 2(e) to Report on Form 10-K filed February 26, 2018 (File No. 1-9052)
3(a)	Amended Articles of Incorporation of DPL Inc., as amended through January 6, 2012	Exhibit 3(a) to Report on Form 10-K for the year ended December 31, 2011 (File No. 1-9052)
3(b)	Amended Regulations of DPL Inc., as amended through November 28, 2011	Exhibit 3.2 to Report on Form 8-K filed November 28, 2011 (File No. 1-9052)
4(a)	Composite Indenture dated as of October 1, 1935, between The Dayton Power and Light Company and Irving Trust Company, Trustee with all amendments through the Twenty-Ninth Supplemental Indenture	Exhibit 4.1 to Registration Statement No. 333-183556
4(b)	Forty-First Supplemental Indenture dated as of February 1, 1999, between The Dayton Power and Light Company and The Bank of New York, Trustee	Exhibit 4.4 to Registration Statement No. 333-183556
4(c)	Forty-Second Supplemental Indenture dated as of September 1, 2003, between The Dayton Power and Light Company and The Bank of New York, Trustee	Exhibit 4(r) to Report on Form 10-K for the year ended December 31, 2003 (File No. 1-2385)
4(d)	Forty-Third Supplemental Indenture dated as of August 1, 2005, between The Dayton Power and Light Company and The Bank of New York, Trustee	Exhibit 4.4 to Report on Form 8-K filed August 24, 2005 (File No. 1-2385)
4(e)	Indenture dated as of August 31, 2001 between DPL Inc. and The Bank of New York, Trustee	Exhibit 4(a) to Registration Statement No. 333-74630
4(f)	First Supplemental Indenture dated as of August 31, 2001 between DPL Inc. and The Bank of New York, as Trustee	Exhibit 4(b) to Registration Statement No. 333-74630
4(g)	Amended and Restated Trust Agreement dated as of August 31, 2001 among DPL Inc., The Bank of New York, The Bank of New York (Delaware), the administrative trustees named therein, and several Holders as defined therein	Exhibit 4(c) to Registration Statement No. 333-74630
4(h)	Loan Agreement, dated as of September 1, 2006, by and between Ohio Air Quality Development Authority and The Dayton Power and Light Company	Exhibit 4.1 to Report on Form 8-K filed September 19, 2006 (File No. 1-2385)
4(i)	Indenture dated October 3, 2011, between Dolphin Subsidiary II, Inc. and Wells Fargo Bank, National Association	Exhibit 4.1 to Report on Form 8-K filed October 5, 2011 by The AES Corporation (File No. 1-12291)
4(j)	Supplemental Indenture dated as of November 28, 2011, between DPL Inc. and Wells Fargo Bank, National Association	Exhibit 4(k) to Report on Form 10-K for the year ended December 31, 2011 (File No. 1-2385)
4(k)	Indenture dated October 6, 2014, between DPL Inc. and U.S. Bank National Association.	Exhibit 4.1 to Report on Form 8-K filed October 10, 2014 (File No. 1-9052)
4(l)	Loan Agreement dated August 1, 2015, between the Ohio Air Quality Development Authority and The Dayton Power and Light Company, relating to the 2015 Series A bonds	Exhibit 4.1 to Report on Form 8-K filed August 6, 2015 (File No. 1-2385)
4(m)	Loan Agreement dated August 1, 2015, between the Ohio Air Quality Development Authority and The Dayton Power and Light Company, relating to the 2015 Series B bonds	Exhibit 4.2 to Report on Form 8-K filed August 6, 2015 (File No. 1-2385)
4(n)	Forty-Eighth Supplemental Indenture dated as of August 1, 2015 between The Bank of New York Mellon, Trustee and The Dayton Power and Light Company	Exhibit 4.3 to Report on Form 8-K filed August 6, 2015 (File No. 1-2385)

Exhibit Number	Exhibit	Location
4(o)	Forty-Ninth Supplemental Indenture dated as of August 1, 2015 between The Bank of New York Mellon, Trustee and The Dayton Power and Light Company	Exhibit 4.4 to Report on Form 8-K filed August 6, 2015 (File No. 1-2385)
4(p)	Bond Purchase and Covenants Agreement dated as of August 1, 2015, among The Dayton Power and Light Company, SunTrust Bank, as Administrative Agent, and the several lenders from time to time party thereto	Exhibit 4.5 to Report on Form 8-K filed August 6, 2015 (File No. 1-2385)
4(q)	Amendment dated February 21, 2017 to Bond Purchase and Covenants Agreement by and among The Dayton Power and Light Company, SunTrust Bank, as Administrative Agent, and several lenders from time to time party thereto, dated as of August 1, 2015	Exhibit 4.R to Report Filed on Form 10-K for the year ended December 31, 2016 (File No. 1-2385)
4(r)	Fiftieth Supplemental Indenture dated as of August 1, 2016, by and between The Dayton Power and Light Company and The Bank of New York Mellon, Trustee	Exhibit 4.3 to Report on Form 8-K filed August 30, 2016 (File No. 1-2385)
4(s)	Fifty-First Supplemental Indenture between The Bank of New York Mellon, as Trustee, and The Dayton Power and Light Company	Exhibit 4.1 to Report on Form 8-K filed October 2, 2017 (File No. 1-2385)
4(t)	Registration Rights Agreement dated April 17, 2019 between DPL Inc. and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC	Exhibit 4.2 to Report on Form 8-K filed April 17, 2019 (File No. 1-9052)
5(a)	Opinion of Davis Polk & Wardwell LLP with respect to the new notes	Filed herewith as Exhibit 5.1
5(b)	Opinion of Brian Hylander, Assistant General Counsel of DPL Inc.	Filed herewith as Exhibit 5.2
10(a)	Credit Agreement dated as of July 31, 2015, among DPL Inc., U.S. Bank National Association, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, PNC Bank, National Association, as Syndication Agent and an L/C Issuer, Bank of America, N.A., as Documentation Agent and an L/C Issuer, and the other lenders party to the Credit Agreement	Exhibit 10.1 to Report on Form 8-K filed August 6, 2015 (File No. 1-9052)
10(b)	First Amendment dated as of December 15, 2017, to Credit Agreement by and among DPL Inc., U.S. Bank National Association, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, PNC Bank, National Association, as Syndication Agent and an L/C Issuer, Bank of America, N.A., as Documentation Agent and an L/C Issuer, and the other lenders party to the Credit Agreement, dated as of July 31, 2015	Exhibit 10(b) to Report on Form 10-K filed February 26, 2018 (File No. 1-9052)
10(c)	Guaranty Agreement dated as of July 31, 2015, between DPL Energy, LLC and U.S. Bank National Association, as Administrative Agent	Exhibit 10.2 to Report on Form 8-K filed August 6, 2015 (File No. 1-9052)
10(d)	Pledge Agreement dated as of July 31, 2015, between DPL Inc. and U.S. Bank National Association, as Collateral Agent	Exhibit 10.3 to Report on Form 8-K filed August 6, 2015 (File No. 1-9052)
10(e)	Open-end Mortgage, Security Agreement, Assignment of Leases and Rents, and Fixture Filing, dated as of July 31, 2015, made by DPL Energy LLC to U.S. Bank National Association, as Collateral Agent and Mortgagee	Exhibit 10.4 to Report on Form 8-K filed August 6, 2015 (File No. 1-9052)
10(f)	Credit Agreement dated as of July 31, 2015, among The Dayton Power and Light Company, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, Fifth Third Bank, as Syndication Agent and an L/C Issuer, Bank of America, N.A., as Documentation Agent and an L/C Issuer, and the other lenders party to the Credit Agreement	Exhibit 10.5 to Report on Form 8-K filed August 6, 2015 (File No. 1-2385)
10(g)	Amendment dated as of February 21, 2017 to Credit Agreement by and among The Dayton Power and Light Company, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, Fifth Third Bank, as Syndication Agent and an L/C Issuer, Bank of America, N.A., as Documentation Agent and an L/C Issuer, and the other lenders party to the Credit Agreement, dated as of July 31, 2015	Exhibit 10.F to Report Filed on Form 10-K for the year ended December 31, 2016 (File No. 1-2385)
10(h)	Open-End Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents, and Fixture Filing from DPL Energy, LLC to U.S. Bank National Association, dated as of October 29, 2015	Exhibit 10(a) to Report on Form 10-Q for the quarter ended September 30, 2015 (File No. 1-9052)
10(i)	First Modification to Open-End Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents, and Fixture Filing between AES Ohio Generation, LLC and U.S. Bank National Association, dated as of October 1, 2017	Exhibit 10(i) to Report on Form 10-K filed February 26, 2018 (File No. 1-9052)

Exhibit Number	Exhibit	Location
10(j)	Credit Agreement dated August 24, 2016, among The Dayton Power and Light Company, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Morgan Stanley Senior Funding, Inc., as a lender and BMO Capital Markets Corp., Fifth Third Securities, The Huntington National Bank, PNC Capital Markets LLC, RBC Capital Markets, LLC, Regions Capital Markets, a division of Regions Bank, and SunTrust Robinson Humphrey, Inc., as managing agents	Exhibit 4.1 to Report on Form 8-K filed August 30, 2016 (File No. 1-2385)
10(k)	Amendment to Credit Agreement dated as of January 3, 2018, among The Dayton Power and Light Company, JPMorgan Chase Bank, N.A., as Administrative Agent and certain of the lenders party thereto	Exhibit 4.1 to Report on Form 8-K filed January 5, 2018 (File No. 1-2385)
10(l)	Pledge and Security Agreement dated as of August 24, 2016, between The Dayton Power and Light Company and JPMorgan Chase Bank, N.A., as collateral agent	Exhibit 4.2 to Report on Form 8-K filed August 30, 2016 (File No. 1-2385)
10(m)	Stipulation and Recommendation dated January 30, 2017	Exhibit 10.1 to Report on Form 8-K filed February 3, 2017 (File No. 1-2385)
10(n)	Amended Stipulation and Recommendation dated March 13, 2017	Exhibit 10.1 to Report on Form 8-K filed March 14, 2017 (File No. 1-2385)
10(o)	Amended and Restated Credit Agreement, dated as of June 19, 2019, among DPL Inc., each lender from time to time party thereto, U.S. Bank National Association, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, PNC Bank, National Association, as Syndication Agent and an L/C Issuer, and Fifth Third Bank, BMO Harris Bank, N.A., SunTrust Bank and The Huntington National Bank, as Documentation Agents.	Exhibit 10.1 to Report on Form 8-K filed June 21, 2019 (File No. 1-9052)
10(p)	Amended and Restated Pledge Agreement, dated as of June 19, 2019, between DPL Inc. and U.S. Bank National Association, as Collateral Agent.	Exhibit 10.2 to Report on Form 8-K filed June 21, 2019 (File No. 1-9052)
10(q)	Amended and Restated Credit Agreement, dated as of June 19, 2019, among The Dayton Power and Light Company, each lender from time to time party thereto, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, U.S. Bank National Association, as Syndication Agent and an L/C Issuer, and Fifth Third Bank, BMO Harris Bank, N.A., SunTrust Bank and The Huntington National Bank, as Documentation Agents.	Exhibit 10.3 to Report on Form 8-K filed June 21, 2019 (File No. 1-9052)
21.1	List of Significant Subsidiaries of DPL Inc.	Filed herewith as Exhibit 21.1
23.1	Consent of Davis Polk & Wardwell LLP	Included in Exhibit 5.1
23.2	Consent of Brian Hylander, Assistant General Counsel of DPL Inc.	Included in Exhibit 5.2
23.3	Consent of Independent Registered Accounting Firm, Ernst & Young LLP	Filed herewith as Exhibit 23.3
24.1	Powers of Attorney	Included on signature page to registration statement
25.1	Statement of Eligibility of U.S. Bank National Association, as Trustee, on Form T-1	Filed herewith as Exhibit 25.1
99.1	Form of Notice of Guaranteed Delivery	Filed herewith as Exhibit 99.1
99.2	Form of Letter to Clients	Filed herewith as Exhibit 99.2
99.3	Form of Letter to Brokers	Filed herewith as Exhibit 99.3
99.4	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner	Filed herewith as Exhibit 99.4
101.INS	XBRL Instance	Furnished herewith as Exhibit 101.INS
101.SCH	XBRL Taxonomy Extension Schema	Furnished herewith as Exhibit 101.SCH
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	Furnished herewith as Exhibit 101.CAL
101.DEF	XBRL Taxonomy Extension Definition Linkbase	Furnished herewith as Exhibit 101.DEF
101.LAB	XBRL Taxonomy Extension Label Linkbase	Furnished herewith as Exhibit 101.LAB
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	Furnished herewith as Exhibit 101.PRE

Exhibits referencing File No. 1-9052 have been filed by DPL Inc. and those referencing File No. 1-2385 have been filed by The Dayton Power and Light Company.

Item 22. - Undertakings

(a)    The undersigned hereby undertakes:

(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, superseded or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the

opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means.  This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) The undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, DPL Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on November 8, 2019.

	DPL Inc.
By:	/s/ Gustavo Garavaglia
	Gustavo Garavaglia
	Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gustavo Garavaglia and Judi L. Sobecki, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Kenneth J. Zagzebski	Director and Chairman	November 8, 2019
Kenneth J. Zagzebski
/s/ Michelle A. Dreyer	Director	November 8, 2019
Michelle A. Dreyer
/s/ Lisa Krueger	Director	November 8, 2019
Lisa Krueger
/s/ Barry J. Bentley	Director and Interim President and Chief Executive Officer	November 8, 2019
Barry J. Bentley	(principal executive officer)
/s/ Gustavo Garavaglia	Chief Financial Officer	November 8, 2019
Gustavo Garavaglia	(principal financial officer)
/s/ Karin M. Nyhuis	Controller	November 8, 2019
Karin M. Nyhuis	(principal accounting officer)

EX-5.1

		New York Northern California Washington DC São Paulo London	Paris Madrid Tokyo Beijing Hong Kong
Davis Polk & Wardwell LLP450 Lexington AvenueNew York, NY 10017	212 450 4000 tel 212 701 5800 fax

November 8, 2019

DPL Inc.1065 Woodman DriveDayton, OH 45432

Ladies and Gentlemen:

We have acted as special counsel to DPL Inc., an Ohio corporation (the “Company”), in connection with the Company’s offer (the “Exchange Offer”) to exchange its 4.35% Senior Notes due 2029 (the “New Notes”), issued pursuant to an indenture dated as of April 17, 2019 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee, for any and all of its outstanding 4.35% Senior Notes due 2029 (the “Old Notes”) pursuant to the registration statement on Form S-4 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we are of the opinion that the New Notes, when the New Notes are executed, authenticated and delivered in exchange for the Old Notes in accordance with the terms of the Indenture and the Exchange Offer, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness

DPL Inc.                                        November 8, 2019

and equitable principles of general applicability; provided that we express no opinion as to the (x) enforceability of any waiver of rights under any usury or stay law, (y) effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (z) validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the New Notes to the extent determined to constitute unearned interest.

In connection with the opinions expressed above, we have assumed that (i) the Registration Statement shall have been declared effective and such effectiveness shall not have been suspended; (ii) the Indenture and the New Notes are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company); and (iii) there shall not have occurred any change in law affecting the validity or enforceability of any of the New Notes.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States. Insofar as the foregoing opinion involves matters governed by the laws of Ohio, we have relied, without independent inquiry or investigation, on the opinion of Brian Hylander, filed with the Registration Statement on the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Validity of Securities” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

2

EX-5.2

OPINION OF DPL INC. ASSISTANT GENERAL COUNSEL

November 8, 2019

DPL Inc.

1065 Woodman Drive

Dayton, Ohio 45432

Re: DPL Inc. Registration Statement on Form S-4

Ladies and Gentlemen:

I am the Assistant General Counsel of DPL Inc., an Ohio corporation (the “Company”), and am acting as counsel to the Company in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the issuance by the Company of up to $400,000,000 aggregate principal amount of its 4.35% Senior Notes due 2029 (the “New Notes”). The New Notes will be offered by the Company in exchange for $400,000,000 aggregate principal amount of its outstanding 4.35% Senior Notes due 2029, which have not been registered under the Securities Act. The New Notes will be issued pursuant to an Indenture dated as of April 17, 2019, as supplemented from time to time, between U.S. Bank National Association and the Company. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Registration Statement.

In rendering my opinions expressed below, I have examined such certificates, corporate and public records, instruments and other documents and reviewed such matters of law as I have considered necessary and appropriate. In my examination of the foregoing, I have assumed, without independent investigation, (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity and completeness of all documents submitted to me as originals, (iv) the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies, (v) the authenticity and completeness of the originals of such latter documents, and (vi) that each certificate, record, instrument and other document issued by any governmental authority is accurate and complete.

Based upon the foregoing, and subject to the assumptions, qualifications and limitations stated herein, I am of the opinion that:

1.    The Company is validly existing as a corporation in good standing under the laws of the State of Ohio and has the corporate power and authority required to

DPL Inc. Registration Statement on Form S-4

November 8, 2019

Page 2

carry on its business as it is currently being conducted and to own, lease or operate its properties and to issue the New Notes.

2.    The Company has duly authorized the issuance of the New Notes.

My opinion as to the valid existence and good standing of the Company set forth in paragraph 1 above is based solely on my review and examination of the certificate issued by the Ohio Secretary of State regarding the legal existence and corporate good standing of the Company in the State of Ohio.

I am a member of the bar of the State of Ohio and my opinion is limited to the laws of the State of Ohio.

This opinion letter has been prepared for use in connection with the Registration Statement and may not be relied upon for any other purpose. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein.

The opinions expressed herein are as of the date hereof, and I assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to my attention or any changes in law that may hereafter occur.

I hereby consent to reliance on this opinion letter and the opinions provided herein by Davis Polk & Wardwell LLP in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement.

            I hereby consent to the references in the Registration Statement to my name and my position as Assistant General Counsel of the Company under the caption “Validity of Securities”, and to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Brian Hylander

Brian Hylander

Assistant General Counsel

DPL Inc.

EX-21.1

Exhibit 21.1

SIGNIFICANT SUBSIDIARIES OF DPL INC.

	State of Incorporation/Formation
The Dayton Power and Light Company	Ohio
AES Ohio Generation, LLC	Ohio
Miami Valley Insurance Company	Vermont
Miami Valley Lighting, LLC	Ohio

EX-23.3

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated February 26, 2019, in the Registration Statement (Form S-4) of DPL Inc. for the registration of $400,000,000 of 4.35% Senior Notes due 2029.

/s/ Ernst & Young LLP

Indianapolis, Indiana

November 8, 2019

EX-25.1

_____________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Rebekah A. Foltz

U.S. Bank National Association

10 West Market, Suite 830

Indianapolis, IN 46204

(317) 264-2505

(Name, address and telephone number of agent for service)

DPL Inc.

(Issuer with respect to the Securities)

Ohio	31-1163136
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1065 Woodman Drive Dayton, Ohio	45432
(Address of Principal Executive Offices)	(Zip Code)

4.35% Senior Notes Due 2029

(Title of the Indenture Securities)

FORM T-1

Item 1.GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)    Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.    A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.    A copy of the existing bylaws of the Trustee.**

5.    A copy of each Indenture referred to in Item 4. Not applicable.

6.    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.    Report of Condition of the Trustee as of June 30, 2019 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Indianapolis, Indiana on the 8th of November, 2019.

By:    /s/ Rebekah A. Foltz________

Rebekah A. Foltz    

Vice President

3

Exhibit 2

4

Exhibit 3

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: November 8, 2019

By:    /s/ Rebekah A.Foltz_________

Rebekah A. Foltz    

Vice President

6

Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2019
($000’s)
	6/30/2019
Assets
Cash and Balances Due From Depository Institutions	$	16,768,518
Securities	114,813,521
Federal Funds	3,737,619
Loans & Lease Financing Receivables	291,749,748
Fixed Assets	5,722,368
Intangible Assets	12,794,810
Other Assets	27,551,585
Total Assets	$	473,138,169
Liabilities
Deposits	$	364,531,324
Fed Funds	1,527,877
Treasury Demand Notes	—
Trading Liabilities	639,668
Other Borrowed Money	37,212,247
Acceptances	—
Subordinated Notes and Debentures	3,800,000
Other Liabilities	15,595,326
Total Liabilities	423,306,442
Equity
Common and Preferred Stock	18,200
Surplus	14,266,915
Undivided Profits	34,749,861
Minority Interest in Subsidiaries	796,751
Total Equity Capital	49,831,727
Total Liabilities and Equity Capital	$	473,138,169

7

EX-99.1

NOTICE OF GUARANTEED DELIVERY
For Tender Of4.35% Senior Notes due 2029

(144A CUSIP: 233293 AP4; Reg S CUSIP: U2605P AE6)

of
DPL Inc.

This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) if the procedures for book-entry transfer of 4.35% Senior Notes due 2029 (the “Old Notes”) cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission, overnight courier or mail to U.S. Bank National Association (the “Exchange Agent”). See “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus dated , 2019 (which constitutes the “Exchange Offer”) of DPL Inc., an Ohio Corporation (the “Company”).

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

By Mail, Overnight Courier or by Hand: U.S. Bank National Association Attn: Corporate Trust-Specialized Finance 111 Fillmore Avenue E St. Paul, Minnesota 55107 By Facsimile Transmission(for Eligible Institutions only): U.S. Bank National Association 651-466-7367

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES.

THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(Not to be used for Signature Guarantee)

The undersigned, a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, the confirmation of the book-entry transfer of all tendered Old Notes to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus together with any other documents required by the Prospectus within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

The undersigned acknowledges that it must deliver the Old Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

Name of Firm:
	(Authorized Signature)
Address:	Title:
	Name:
(Zip Code)		(Please type or print)
Area Code and Telephone Number:	Date:

2

EX-99.2

Offer to Exchange4.35% Senior Notes due 2029(Registered under the Securities Act of 1933)
for Any and All Outstanding

4.35% Senior Notes due 2029

(144A CUSIP: 233293 AP4; Reg S CUSIP: U2605P AE6)

ofDPL Inc.

To Our Clients:

Enclosed is a Prospectus dated , 2019 (which constitutes the “Exchange Offer”) of DPL Inc., an Ohio corporation (the “Company”), relating to the offer by the Company to exchange its 4.35% Senior Notes due 2029 (the “New Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 4.35% Senior Notes due 2019 (the “Old Notes”) upon the terms and subject to the conditions set forth in the Exchange Offer.

Please note that the Exchange Offer will expire at 5:00 P.M., New York City time, on , 2019, unless extended.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

We are the holder of record and/or participant in the book-entry transfer facility of Old Notes held by us for your account. A tender of such Old Notes can be made only by us as the record holder and/or participant in the book-entry transfer facility and pursuant to your instructions.

We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Prospectus.

Pursuant to the Prospectus, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, we will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,

2

EX-99.3

Offer to Exchange4.35% Senior Notes due 2029(Registered under the Securities Act of 1933)for Any and All Outstanding

4.35% Senior Notes due 2029

(144A CUSIP: 233293 AP4; Reg S CUSIP: U2605P AE6)

ofDPL Inc.

To Registered Holders and The Depository
Trust Company Participants:

Enclosed are the materials listed below relating to the offer by DPL Inc., an Ohio corporation (the “Company”), to exchange its 4.35% Senior Notes due 2029 (the “New Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 4.35% Senior Notes due 2029 (the “Old Notes”) upon the terms and subject to the conditions set forth in the Company’s Prospectus dated , 2019 (which constitutes the “Exchange Offer”).

Enclosed herewith are copies of the following documents:

1. Prospectus dated , 2019;

2. Notice of Guaranteed Delivery;

3. Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and

4. Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client’s instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 P.M., New York City time, on , 2019, unless extended.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

Pursuant to the Prospectus, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any New Notes to be received by it are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, you will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.

By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it.

Additional copies of the enclosed materials may be obtained from the undersigned.

Very truly yours,

U.S. Bank National Association

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF DPL INC. OR U.S. BANK NATIONAL ASSOCIATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

2

EX-99.4

INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OFDPL INC.4.35% Senior Notes due 2029

(144A CUSIP: 233293 AP4; Reg S CUSIP: U2605P AE6)
(the “Old Notes”)

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

The undersigned hereby acknowledges receipt of the Prospectus dated , 2019 (the “Prospectus”) of DPL Inc., an Ohio corporation, (the “Company”) that constitutes the Company’s offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus.

This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

$___________ of the 4.35% Senior Notes due 2029

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any):

$___________ of the 4.35% Senior Notes due 2029

NOT to TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Prospectus that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the holder is not an “affiliate” of the Company, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that such Old Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

2

XML

Property, Plant and Equipment (Changes in the Liability for Transmission and Distribution Asset Removal Costs) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Changes in Liability for Transmission and Distribution Asset Removal Costs [Roll Forward]
Balance at January 1	$ 132.8	$ 126.5
Additions	14.3	12.0
Settlements	(8.0)	(5.7)
Balance at December 31	$ 139.1	$ 132.8

XML

Regulatory Matters (Details) - USD ($)				1 Months Ended	9 Months Ended		12 Months Ended
	Jan. 22, 2019	Oct. 01, 2018	Oct. 20, 2017	Dec. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2019	Dec. 31, 2018	Aug. 01, 2018	Dec. 31, 2017
Regulatory assets earning a return				$ 5,500,000				$ 5,500,000
DRO revenue requirement		$ 248,000,000.0
Regulatory Assets, Noncurrent				152,600,000	$ 154,700,000			152,600,000		$ 163,200,000
Distribution Modernization Plan Cost of capital projects				576,000,000.0
Regulatory Assets, Current				41,100,000	40,200,000			41,100,000		23,900,000
Regulatory Assets				193,700,000				193,700,000		187,100,000
Regulatory Liability, Noncurrent				278,300,000	252,300,000			278,300,000		221,200,000
Regulatory Liability, Current				34,900,000	36,500,000			34,900,000		14,800,000
Regulatory Liabilities				313,200,000				313,200,000		236,000,000.0
Public Utilities, Approved Rate Increase (Decrease), Amount		$ 29,800,000
Public Utilities, Approved Return on Equity, Percentage		9.999%
Public Utilities, Approved Debt Capital Structure, Percentage		4.80%
Distribution Investment Rider		$ 12,200,000
One-time Decoupling Rider Revenue Requirement						$ 3,700,000
TCJA Yearly Refund to Customers Per DRO		$ 4,000,000.0
DRO Vegetation Management Cost Baseline								10,700,000
DRO Vegetation Management Cost Deferral Cap								$ 4,600,000
Distribution Modernization Rider			$ 105,000,000.0
Requested Distribution Modernization Rider annual revenue through filing	$ 199,000,000.0
Return on Equity SEET Threshold								12.00%
Proposed annual reduction in transmission rates to reflect effects of TCJA								$ 2,400,000
Due from PJM transmission settlement				16,500,000	2,400,000			16,500,000	$ 41,600,000	0
PJM transmission enhancement repayment amount								$ 14,300,000
Tax rate after Tax Cuts and Jobs Act of 2017								21.00%
Refund of eligible excess ADIT and any related regulatory liability as required by the PUCO					65,100,000
Refund of eligible excess ADIT and any related regulatory liability as required by the PUCO, including taxes					83,200,000
Reduction of Long-term regulatory liability related to deferred income taxes					$ 23.4
Vegetation Management and Other [Member]
Regulatory Assets, Noncurrent				7,800,000				$ 7,800,000
Undercollections to be collected [Member]
Regulatory Assets Type of Recovery								A/B
Regulatory Current Asset, End Date for Recovery								2019
Regulatory Assets, Current				40,500,000				$ 40,500,000		23,900,000
Amounts being recovered through base rates [Member]
Regulatory Assets Type of Recovery								B
Regulatory Current Asset, End Date for Recovery								2019
Regulatory Assets, Current				600,000				$ 600,000		0
Pension Costs [Member]
Regulatory Assets Type of Recovery								B
Regulatory Current Asset, End Date for Recovery								Ongoing
Regulatory Assets, Noncurrent				87,500,000				$ 87,500,000		92,400,000
Unrecovered OVEC Charges [Member]
Regulatory Assets Type of Recovery								C
Regulatory Current Asset, End Date for Recovery								Undetermined
Regulatory Assets, Noncurrent				28,700,000				$ 28,700,000		27,800,000
Deferred Fuel Costs [Member]
Regulatory Assets Type of Recovery								B
Regulatory Current Asset, End Date for Recovery								2020
Regulatory Assets, Noncurrent				3,300,000				$ 3,300,000		9,300,000
Deferred Regulatory Compliance Costs [Member]
Regulatory Assets Type of Recovery								B
Regulatory Current Asset, End Date for Recovery								2020
Regulatory Assets, Noncurrent				6,100,000				$ 6,100,000		9,200,000
Ccem Smart Grid And Advanced Metering Infrastructure Cost [Member]
Regulatory Assets Type of Recovery								B
Regulatory Current Asset, End Date for Recovery								Undetermined
Regulatory Assets, Noncurrent				8,500,000				$ 8,500,000		7,300,000
Loss on Reacquired Debt [Member]
Regulatory Assets Type of Recovery								B
Regulatory Current Asset, End Date for Recovery								Various
Regulatory Assets, Noncurrent				6,000,000.0				$ 6,000,000.0		7,000,000.0
Storm Costs [Member]
Regulatory Assets Type of Recovery								A
Regulatory Current Asset, End Date for Recovery								Undetermined
Regulatory Assets, Noncurrent				4,700,000				$ 4,700,000		2,100,000
Vegetation Management [Member]
Regulatory Assets Type of Recovery								A/B
Regulatory Current Asset, End Date for Recovery								Undetermined
Regulatory Assets, Noncurrent				4,600,000				$ 4,600,000		8,100,000
Postretirement Benefit Costs [Member]
Regulatory Liabilities Type of Recovery								B
Regulatory Liability, Amortization Through								Ongoing
Regulatory Liability, Noncurrent				6,000,000.0				$ 6,000,000.0		5,000,000.0
PJM transmission enhancement settlement repayment amount [Member]
Regulatory Liabilities Type of Recovery								A
Regulatory Liability, Amortization Through								2025
Regulatory Liability, Noncurrent				16,900,000				$ 16,900,000		0
Deferred Income Tax Charge [Member]
Regulatory Liability, Amortization Through								Various
Regulatory Liability, Noncurrent				116,300,000				$ 116,300,000		83,400,000
Removal Costs [Member]
Regulatory Liability, Amortization Through								Not Applicable
Regulatory Liability, Noncurrent				139,100,000				$ 139,100,000		132,800,000
Overcollection of costs to be refunded [Member]
Regulatory Liabilities Type of Recovery								A/B
Regulatory Liability, Amortization Through								2019
Regulatory Liability, Noncurrent				34,900,000				$ 34,900,000		$ 14,800,000
Scenario, Forecast [Member]
Distribution Investment Rider							$ 22,000,000.0
DRO Vegetation Management Cost Baseline							15,700,000
DRO Vegetation Management Cost Deferral Cap							$ 4,600,000
Requested Distribution Modernization Rider annual revenue through filing	$ 199,000,000.0
Long-term [Member]
Due from PJM transmission settlement				10,800,000				10,800,000
Short-term [Member]
Due from PJM transmission settlement				$ 16,500,000				$ 16,500,000

XML

Benefit Plans (Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost (Income)) (Details) - Pension [Member]	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	3.66%	4.28%	4.49%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets	6.25%	6.50%	6.50%

XML

Income Taxes (Effective and Statutory Rate Reconciliation) (Details) - USD ($) $ in Millions	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Entity Information [Line Items]
Effective Income Tax Rate Reconciliation, Including Discontinued Operations, Percent	(35.60%)			16.30%			(9.80%)	15.20%
Effective Income Tax Rate Reconciliation, at Combined Federal and State Statutory Income Tax Rate, Percent							21.60%
Non-cash capital contribution	$ 2.7	$ (1.5)	$ 1.5	$ 3.5	$ (17.9)	$ 44.6	$ 2.7	$ 30.2	$ 40.0	$ 97.1	$ 0.0
Estimated Annual Effective Income Tax Rate, Continuing Operations							(10.10%)	16.80%	21.00%	35.00%
Statutory Federal tax rate									21.00%	35.00%	35.00%
State taxes, net of Federal tax benefit									0.40%	(1.50%)	0.20%
Depreciation of flow-through differences									(0.10%)	4.90%	(5.00%)
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Depreciation and Amortization, Percent									(14.60%)	(17.60%)	26.70%
Effective Income Tax Rate Reconciliation, Tax Credit, Percent									(1.00%)	5.10%	(3.30%)
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent									0.00%	11.00%	(75.10%)
Effective Income Tax Rate Reconciliation, Permanent Difference, Percent									0.00%	4.80%	2.80%
Other, net									(3.50%)	35.20%	(0.70%)
Effective tax rate									2.20%	76.90%	(19.40%)

XML

Income Taxes (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended								9 Months Ended		12 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Taxes [Line Items]
Tax Cuts and Jobs Act of 2017, change in income tax expense (benefit)				$ 15.5				$ 13.7
Tax rate before change due to Tax Cuts and Jobs Act of 2017											35.00%
Tax rate after Tax Cuts and Jobs Act of 2017											21.00%
Non-cash capital contribution	$ 2.7	$ (1.5)	$ 1.5		$ 3.5	$ (17.9)	$ 44.6		$ 2.7	$ 30.2	$ 40.0	$ 97.1	$ 0.0
Change in deferred tax regulatory asset/liability due to TCJA				$ 17.0				$ 135.2			17.0	135.2
Unrecognized tax benefits due to uncertainty in timing of deductibility											3.5
Other Additional Capital [Member]
Income Taxes [Line Items]
Non-cash capital contribution	$ 2.7	$ (1.5)	$ 1.5		$ 3.5	$ (17.9)	$ 44.6				$ 40.0	$ 97.1

XML

Equity (Narrative) (Details) $ / shares in Units, $ in Millions	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2019 USD ($) shares	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($) shares	Mar. 31, 2018 USD ($)	Sep. 30, 2019 USD ($) shares	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2017 USD ($) shares	Dec. 31, 2016 USD ($)
Class of Stock [Line Items]
Maximum leverage ratio to allow distribution to shareholder									0.67
Minimum coverage ratio to allow distribution to shareholder									2.50
Retained earnings / (deficit) | $	$ (2,783.0)						$ (2,783.0)		$ (2,844.4)	$ (2,915.5)
Common Stock, Shares Authorized | shares	1,500				1,500		1,500		1,500	1,500
Common stock, shares outstanding | shares	1						1		1	1
Leverage Ratio									1.47
Accounts Payable, Related Parties, Current | $									$ 4.8	$ 3.9
Non-cash capital contribution | $	$ 2.7	$ (1.5)	$ 1.5	$ 3.5	$ (17.9)	$ 44.6	$ 2.7	$ 30.2	$ 40.0	97.1	$ 0.0
THE DAYTON POWER AND LIGHT COMPANY [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized | shares									50,000,000
Common stock, shares outstanding | shares									41,172,173
DP&L Series A [Member]
Class of Stock [Line Items]
Temporary Equity, Preferred Stock Rate									3.75%
Temporary Equity, Redemption Price Per Share | $ / shares									$ 102.50
DP&L Series B [Member]
Class of Stock [Line Items]
Temporary Equity, Preferred Stock Rate									3.75%
Temporary Equity, Redemption Price Per Share | $ / shares									$ 103.00
DP&L Series C [Member]
Class of Stock [Line Items]
Temporary Equity, Preferred Stock Rate									3.90%
Temporary Equity, Redemption Price Per Share | $ / shares									$ 101.00
Other Paid-In Capital [Member]
Class of Stock [Line Items]
Non-cash capital contribution | $	$ 2.7	$ (1.5)	$ 1.5	$ 3.5	$ (17.9)	$ 44.6			$ 40.0	$ 97.1

XML

Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2019
Related Party Transaction [Line Items]
Other Investments	$ 0.2	$ 0.3
Deferred Compensation Arrangement with Individual, Compensation Expense	0.4	0.4	$ 0.5
Sales to related party	4.9	4.2	4.6
Charges for Services Provided	41.0	46.5	42.8
Net payable to the Service Company	(4.8)	(3.9)
Due to Affiliate	(0.5)	(0.6)
Note to DPL Capital Trust II Maturing in 2031 - 8.125% [Member]
Related Party Transaction [Line Items]
Note payable to trust	15.6	15.6		$ 15.6
Other Current Liabilities [Member]
Related Party Transaction [Line Items]
Accounts Payable, Related Parties
Charges for health, welfare and benefit plans [Member] | Subsidiary of Common Parent [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	7.9	15.4	9.6
Consulting Services [Member] | Subsidiary of Common Parent [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	$ 2.0	$ 0.0	$ 0.0

XML

Benefit Plans (Other Changes in Plan Assets and Benefit Obligation Recognized in Accumulated Other Comprehensive Income, Regulatory Assets And Regulatory Liabilities) (Details) - Pension [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Net actuarial (gain) / loss	$ 3.4	$ 9.1	$ 20.9
Defined Benefit Plan, Accumulated Other Comprehensive Income, Plan Curtailments	0.0	(4.1)	(3.8)
Reversal of amortization item, Net actuarial (gain) / loss	(6.4)	(5.3)	(4.3)
Reversal of amortization item, Prior service cost / (credit)	(0.9)	(1.1)	(1.8)
Total recognized in Accumulated other comprehensive income, Regulatory assets and Regulatory liabilities	(3.9)	(1.4)	11.0
Total recognized in net periodic benefit cost and Accumulated other comprehensive income, Regulatory assets and Regulatory liabilities	2.1	6.2	18.5
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement and Curtailment	$ 0.0	$ (4.1)	$ (3.8)

XML

Benefit Plans

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Benefit Plans

Benefit Plans

DP&L sponsors a defined benefit pension plan for the majority of its employees.

We generally fund pension plan benefits as accrued in accordance with the minimum funding requirements of ERISA and, in addition, make voluntary contributions from time to time. There were $7.5 million in employer contributions during each of the nine months ended September 30, 2019 and 2018.

The amounts presented in the following tables for pension include the collective bargaining plan formula, the traditional management plan formula, the cash balance plan formula and the SERP, in the aggregate. The pension costs below have not been adjusted for amounts billed to the Service Company for former DP&L employees who are now employed by the Service Company that are still participants in the DP&L plan.

The net periodic benefit cost of the pension benefit plans for the three and nine months ended September 30, 2019 and 2018 was:

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Service cost	$	0.9		$	1.5		$	2.7		$	4.5
Interest cost	3.7			3.4			11.2			10.3
Expected return on plan assets	(5.0		)	(5.3		)	(15.0		)	(15.9		)
Amortization of unrecognized:
Prior service cost	0.3			0.3			0.9			0.8
Actuarial loss	1.1			1.6			3.2			4.8
Net periodic benefit cost	$	1.0		$	1.5		$	3.0		$	4.5

In addition, DP&L provides postretirement health care and life insurance benefits to certain retired employees, their spouses and eligible dependents. We have funded a portion of the union-eligible benefits using a Voluntary Employee Beneficiary Association Trust. These postretirement health care benefits and the related unfunded obligation of $9.0 million at September 30, 2019 and $9.2 million at December 31, 2018 were not material to the financial statements in the periods covered by this report.

Defined Contribution Plans

DP&L sponsors two defined contribution plans. One is for non-union employees (the management plan) and one is for collective bargaining employees (the union plan). Both plans are qualified under Section 401 of the Internal Revenue Code.

Certain non-union and union employees become eligible to participate in their respective plan upon date of hire.

Participants may elect to contribute up to 85% of eligible compensation to their plan. Non-union participant contributions are matched 100% on the first 1% of eligible compensation and 50% on the next 5% of eligible compensation and they are fully vested in their employer contributions after two years of service. Union participant contributions are matched 150% but are capped at $2,400 for 2018 and they are fully vested in their employer contributions after three years of service. All participants are fully vested in their own contributions.

We contributed $3.7 million, $3.1 million and $5.1 million for the years ended December 31, 2018, 2017 and 2016, respectively. DP&L matching contributions are paid quarterly, in arrears. Therefore, the contributions by year include the fourth quarter matching contribution that is paid in the following year. DP&L also contributes an annual bonus to the accounts of its union participants. This payment is typically made in January of the following year.

Defined Benefit Plans

DP&L sponsors a traditional defined benefit pension plan for most of the employees of DPL and its subsidiaries. For collective bargaining employees, the defined benefits are based on a specific dollar amount per year of service. For all other employees (management employees), the traditional defined benefit pension plan is based primarily on compensation and years of service. As of December 31, 2010, this traditional pension plan formula was closed to new management employees. A participant is 100% vested in all amounts credited to his or her account upon the completion of five-years vesting, as defined in The Dayton Power and Light Company Retirement Income Plan, or the participant’s death or disability. If a participant’s employment is terminated, other than by death or disability, prior to such participant becoming 100% vested in his or her account, the account shall be forfeited as of the date of termination. Employees that transferred from DP&L to the Service Company maintain their previous eligibility to participate in the DP&L pension plan.

Almost all management employees beginning employment on or after January 1, 2011 participate in a cash balance pension plan formula. Similar to the traditional pension plan for management employees, the cash balance benefits are based on compensation and years of service. A participant shall become 100% vested in all amounts credited to his or her account upon the completion of three vesting years, as defined in The Dayton Power and Light Company Retirement Income Plan, or the participant’s death or disability. If a participant’s employment is terminated, other than by death or disability, prior to such participant becoming 100% vested in his or her account, the account shall be forfeited as of the date of termination. Vested benefits in the cash balance plan are fully portable upon termination of employment.

In addition, we have a Supplemental Executive Retirement Plan (SERP) for certain retired key executives. The SERP has an immaterial unfunded liability related to agreements for retirement benefits of certain terminated and retired key executives. We also include our net liability to our partners in our co-owned generating plants related to our share of their pension liabilities within Pension, retiree and other benefits on our Consolidated Balance Sheets.

We recognize an asset for a plan’s overfunded status and a liability for a plan’s underfunded status and recognize, as a component of OCI, the changes in the funded status of the plan that arise during the year that are not recognized as a component of net periodic benefit cost. For the transmission and distribution areas of our electric business, these amounts are recorded as regulatory assets and liabilities which represent the regulated portion that would otherwise be charged or credited to AOCI. We have historically recorded these costs on the accrual basis and this is how these costs have been historically recovered through customer rates. This factor, combined with the historical precedents from the PUCO and FERC, make these costs probable of future rate recovery.

Postretirement Benefits

Qualified employees who retired prior to 1987 and their dependents are eligible for health care and life insurance benefits until their death, while qualified employees who retired after 1987 are eligible for life insurance benefits and partially subsidized health care. The partially subsidized health care is at the election of the employee, who pays the majority of the cost, and is available only from their retirement until they are covered by Medicare. We have funded a portion of the union-eligible benefits using a Voluntary Employee Beneficiary Association Trust. These postretirement health care benefits and the related unfunded obligation of $9.2 million and $12.7 million at December 31, 2018 and 2017, respectively, were not material to the consolidated financial statements in the periods covered by this report.

The following tables set forth the changes in our pension plan's obligations and assets recorded on the Consolidated Balance Sheets at December 31, 2018 and 2017. The amounts presented in the following tables for pension obligations include the collective bargaining plan formula, traditional management plan formula and cash balance plan formula and the SERP in the aggregate and have not been adjusted for $1.8 million and $1.1 million of costs billed to the Service Company for the years ended December 31, 2018 and 2017.

$ in millions	Years ended December 31,
Change in benefit obligation	2018			2017
Benefit obligation at January 1	$	436.9		$	419.6
Service cost	6.1			5.7
Interest cost	13.8			14.2
Plan amendments	5.1			—
Plan curtailment	—			3.0
Actuarial (gain) / loss	(34.6		)	28.1
Benefits paid	(40.8		)	(33.7		)
Benefit obligation at December 31	386.5			436.9
Change in plan assets
Fair value of plan assets at January 1	357.5			341.0
Actual return on plan assets	(11.7		)	44.8
Employer contributions	7.9			5.4
Benefits paid	(40.8		)	(33.7		)
Fair value of plan assets at December 31	312.9			357.5
Unfunded status of plan	$	(73.6	)	$	(79.4	)
	December 31,
Amounts recognized in the Balance sheets	2018			2017
Current liabilities	$	(0.4	)	$	(0.4	)
Non-current liabilities	(73.2		)	(79.0		)
Net liability at end of year	$	(73.6	)	$	(79.4	)
Amounts recognized in Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax
Components:
Prior service cost	$	9.1		$	4.9
Net actuarial loss	103.3			111.4
Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax	$	112.4		$	116.3
Recorded as:
Regulatory asset	$	87.2		$	92.1
Accumulated other comprehensive income	25.2			24.2
Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax	$	112.4		$	116.3

The accumulated benefit obligation for our defined benefit pension plans was $378.7 million and $428.3 million at December 31, 2018 and 2017, respectively.

The net periodic benefit cost of the pension plans was:

	Years ended December 31,
$ in millions	2018			2017			2016
Service cost	$	6.1		$	5.7		$	5.7
Interest cost	13.8			14.2			14.7
Expected return on assets	(21.2		)	(22.8		)	(22.8		)
Plan curtailment (a)	—			4.1			3.8
Amortization of unrecognized:
Actuarial loss	6.4			5.3			4.3
Prior service cost	0.9			1.1			1.8
Net periodic benefit cost	$	6.0		$	7.6		$	7.5
Rates relevant to each year's expense calculations
Discount rate	3.66		%	4.28		%	4.49		%
Expected return on plan assets	6.25		%	6.50		%	6.50		%

(a)    As a result of the decision to retire certain coal-fired plants, we recognized a plan curtailment of $4.1 million and $3.8 million in 2017 and 2016, respectively.

Other Changes in Plan Assets and Benefit Obligation Recognized in Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities

	Years ended December 31,
$ in millions	2018			2017			2016
Net actuarial loss	$	3.4		$	9.1		$	20.9
Plan curtailment (a)	—			(4.1		)	(3.8		)
Reversal of amortization item:
Net actuarial loss	(6.4		)	(5.3		)	(4.3		)
Prior service cost	(0.9		)	(1.1		)	(1.8		)
Total recognized in Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities	$	(3.9	)	$	(1.4	)	$	11.0
Total recognized in net periodic benefit cost and Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities	$	2.1		$	6.2		$	18.5

(a)    As a result of the decision to retire certain coal-fired plants, we recognized a plan curtailment of $4.1 million and $3.8 million in 2017 and 2016, respectively.

Significant Gains and Losses Related to Changes in the Benefit Obligation

The actuarial gain of $34.6 million decreased the benefit obligation for the year ended December 31, 2018 and an actuarial loss of $28.1 million increased the benefit obligation for the year ended December 31, 2017. The actuarial gain in 2018 was primarily due to an increase in the discount rate, while the actuarial loss in 2017 was primarily due to a decrease in the discount rate.

Assumptions

Our expected return on plan asset assumptions, used to determine benefit obligations, are based on historical long-term rates of return on investments, which use the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors, such as inflation and interest rates, as well as asset diversification and portfolio rebalancing, are evaluated when long-term capital market assumptions are determined. Peer data and historical returns are reviewed to verify reasonableness and appropriateness.

At December 31, 2018, we are maintaining our long-term rate of return assumption of 6.25% for pension plan assets. The rate of return represents our long-term assumptions based on our long-term portfolio mix. Also, at December 31, 2018, we have increased our assumed discount rate to 4.35% from 3.66% for pension expense to reflect current duration-based yield curve discount rates. A one percent increase in the rate of return assumption for pension would result in a decrease in 2019 pension expense of approximately $3.2 million. A one percent decrease in the rate of return assumption for pension would result in an increase in 2019 pension expense of approximately $3.2 million. A 25-basis point increase in the discount rate for pension would result in a decrease of approximately $0.1 million to 2019 pension expense. A 25-basis point decrease in the discount rate for pension would result in an increase of approximately $0.4 million to 2019 pension expense.

In determining the discount rate to use for valuing liabilities, we used a market yield curve on high-quality fixed income investments as of December 31, 2018. We project the expected benefit payments under the plan based on participant data and based on certain assumptions concerning mortality, retirement rates, termination rates, etc. The expected benefit payments for each year are then discounted back to the measurement date using the appropriate spot rate for each half-year from the yield curve, thereby obtaining a present value of all expected future benefit payments using the yield curve. Finally, an equivalent single discount rate is determined which produces a present value equal to the present value determined using the full yield curve.

Consistent with the requirements of FASC 715, we apply a disaggregated discount rate approach for determining service cost and interest cost for our defined benefit pension plans and postretirement plans.

In future periods, differences in the actual return on pension plan assets and assumed return, or changes in the discount rate, will affect the timing of contributions, if any, to the plans.

The weighted average assumptions used to determine benefit obligations at December 31, 2018, 2017 and 2016 were:

Benefit Obligation Assumptions	Pension
	2018	2017	2016
Discount rate for obligations	4.35%	3.66%	4.28%
Rate of compensation increases	3.94%	3.94%	3.94%

Pension Plan Assets

Plan assets are invested using a total return investment approach whereby a mix of equity securities, debt securities and other investments are used to preserve asset values, diversify risk and achieve our target investment return benchmark. Investment strategies and asset allocations are based on careful consideration of plan liabilities, the plan's funded status and our financial condition. Investment performance and asset allocation are measured and monitored on an ongoing basis.

Plan assets are managed in a balanced portfolio comprised of two major components: an equity portion and a fixed income portion. The expected role of plan equity investments is to maximize the long-term real growth of plan assets, while the role of fixed income investments is to generate current income, provide for more stable periodic returns and provide some protection against a prolonged decline in the market value of plan equity investments.

Long-term strategic asset allocation guidelines, as well as short-term tactical asset allocation guidelines, are determined by a Risk/Advisory Committee and approved by a Fiduciary Committee. These allocations consider the plan’s long-term objectives. The long-term target allocations for plan assets are 24% – 52% for equity securities and 47% – 65% for fixed income securities. Equity securities include U.S. and international equity, while fixed income securities include long-duration and high-yield bond funds and emerging market debt funds.

Tactically, the committees, on a short-term basis, will make asset allocations that are outside the long-term allocation guidelines. The short-term allocation positions are likely to not exceed one-year in duration. In addition to the equity and fixed income investments, the short-term allocation may also include a relatively small allocation to alternative investments. The plan currently has a small target allocation in a core property fund.

Most of our plan assets are measured using quoted, observable prices which are considered Level One inputs in the Fair Value Hierarchy. The Core Property Collective Fund is measured using Level Two inputs that are quoted prices for identical assets in markets that are less active.

The following table summarizes our target pension plan allocation for 2018:

	Long-Term Mid-Point Target Allocation	Percentage of plan assets as of December 31,
Asset category		2018	2017
Equity Securities	38%	33%	35%
Debt Securities	56%	58%	55%
Cash and Cash Equivalents	—%	1%	—%
Real Estate	6%	8%	10%

The fair values of our pension plan assets at December 31, 2018 by asset category are as follows:

Fair Value Measurements for Pension Plan Assets at December 31, 2018
$ in millions	Market Value at December 31, 2018		Quoted prices in active markets for identical assets		Significant observable inputs		Significant unobservable inputs
Asset category			(Level 1)		(Level 2)		(Level 3)
Mutual funds:
U.S. equities (a)	$	79.3	$	79.3	$	—	$	—
International equities (a)	25.9		25.9		—		—
Fixed income (b)	143.7		143.7		—		—
Fixed income securities:
U.S. Treasury securities	37.5		37.5		—		—
Cash and cash equivalents:
Money market funds (c)	2.4		2.4		—		—
Other investments:
Core property collective fund (d)	24.1		—		24.1		—
Total pension plan assets	$	312.9	$	288.8	$	24.1	$	—

(a) This category includes investments in equity securities of large, small and medium sized U.S. companies and equity securities of foreign companies including those in developing countries. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

(b) This category includes investments in investment-grade fixed-income instruments, U.S. dollar-denominated debt securities of emerging market issuers and high yield fixed-income securities that are rated below investment grade. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

(c) This category is comprised of investments in U.S. treasury obligations that seek to preserve principal and maintain liquidity while providing current income. The funds are valued at the assets’ amortized cost to maintain a stable per share net asset value.

(d) This category represents a property fund that invests in commercial real estate. The fair value of the fund is valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

The fair values of our pension plan assets at December 31, 2017 by asset category are as follows:

Fair Value Measurements for Pension Plan Assets at December 31, 2017
$ in millions	Market Value at December 31, 2017		Quoted prices in active markets for identical assets		Significant observable inputs		Significant unobservable inputs
Asset category			(Level 1)		(Level 2)		(Level 3)
Mutual funds:
U.S. equities (a)	$	78.2	$	78.2	$	—	$	—
International equities (a)	46.3		46.3		—		—
Fixed income (b)	163.3		163.3		—		—
Fixed income securities:
U.S. Treasury securities	33.5		33.5		—		—
Other investments: (c)
Core property collective fund	36.2		—		36.2		—
Total pension plan assets	$	357.5	$	321.3	$	36.2	$	—

(a) This category includes investments in equity securities of large, small and medium sized U.S. companies and equity securities of foreign companies including those in developing countries. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

(b) This category includes investments in investment-grade fixed-income instruments, U.S. dollar-denominated debt securities of emerging market issuers and high yield fixed-income securities that are rated below investment grade. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

(c) This category represents a property fund that invests in commercial real estate. The fair value of the fund is valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

Pension Funding

We generally fund pension plan benefits as accrued in accordance with the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (ERISA) and, in addition, make voluntary contributions from time to time. We contributed $7.5 million to the pension plan in the year ended December 31, 2018 and $5.0 million to the pension plan in each of the years ended December 31, 2017 and 2016.

We expect to make contributions of $0.4 million to our SERP in 2019 to cover benefit payments. We also expect to make contributions of $7.5 million to our pension plan during 2019.

Funding for the qualified Defined Benefit Pension Plan is based upon actuarially determined contributions that consider the amount deductible for income tax purposes and the minimum contribution required under ERISA, as amended by the Pension Protection Act of 2006, as well as targeted funding levels necessary to meet certain thresholds.

From an ERISA funding perspective, DP&L’s funded target liability percentage was estimated to be 101%. In addition, DP&L must also contribute the normal service cost earned by active participants during the plan year. The funding of normal cost is expected to be approximately $5.4 million in 2019, which includes $1.9 million for plan expenses. Each year thereafter, if the plan’s underfunding increases to more than the present value of the remaining annual installments, the excess is separately amortized over seven years. DP&L’s funding policy for the pension plans is to contribute annually no less than the minimum required by applicable law, and no more than the maximum amount that can be deducted for federal income tax purposes.

Benefit payments, which reflect future service, are expected to be paid as follows:

Estimated future benefit payments
$ in millions due within the following years:	Pension
2019	$	26.7
2020	$	26.5
2021	$	26.3
2022	$	26.0
2023	$	25.9
2024 - 2028	$	125.1

XML

Fair Value Measurements

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Entity Information [Line Items]

Fair Value Measurements

Fair Value

The fair value of current financial assets and liabilities, debt service reserves and other deposits approximate their reported carrying amounts. The estimated fair values of our assets and liabilities have been determined using available market information. By virtue of these amounts being estimates and based on hypothetical transactions to sell assets or transfer liabilities, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. For further information on our valuation techniques and policies, see Note 5—Fair Value in Item 8.—Financial Statements and Supplementary Data of our Form 10-K.

The following table presents the fair value, carrying value and cost of our non-derivative instruments at September 30, 2019 and December 31, 2018. Further information about the fair value of our derivative instruments can be found in Note 5 – Derivative Instruments and Hedging Activities.

	September 30, 2019				December 31, 2018
$ in millions	Cost		Fair Value		Cost		Fair Value
Assets
Money market funds	$	0.2	$	0.2	$	0.4	$	0.4
Equity securities	2.3		3.9		2.4		3.5
Debt securities	4.1		4.1		4.1		4.0
Hedge funds	0.1		0.1		0.1		0.1
Tangible assets	0.1		0.1		0.1		0.1
Total Assets	$	6.8	$	8.4	$	7.1	$	8.1
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities
Long-term debt	$	1,362.9	$	1,451.3	$	1,475.9	$	1,519.6

These financial instruments are not subject to master netting agreements or collateral requirements and as such are presented in the Condensed Consolidated Balance Sheet at their gross fair value, except for Long-term debt, which is presented at amortized carrying value.

We did not have any transfers of the fair values of our financial instruments between Level 1, Level 2 or Level 3 of the fair value hierarchy during the nine months ended September 30, 2019 or 2018.

Master Trust Assets

DP&L established a Master Trust to hold assets that could be used for the benefit of employees participating in employee benefit plans and these assets are not used for general operating purposes. On January 1, 2018, AOCI of $1.6 million ($1.0 million net of tax) was reversed to Accumulated Deficit and all future changes to fair value on the Master Trust Assets will be included in income in the period that the changes occur. Changes to fair value were not material for the nine months ended September 30, 2019 or 2018. These assets are primarily comprised of open-ended mutual funds, which are valued using the net asset value per unit. These investments are recorded at fair value within Other deferred assets on the Condensed Consolidated Balance Sheets and classified as available for sale.

Long-term debt

The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs in the financial statements. The long-term debt amounts include the current portion payable in the next twelve months and have maturities that range from 2020 to 2061.

The fair value of assets and liabilities at September 30, 2019 and December 31, 2018 and the respective category within the fair value hierarchy for DPL is as follows:

$ in millions	Fair value at September 30, 2019 (a)								Fair value at December 31, 2018 (a)
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Master Trust assets
Money market funds	$	0.2	$	—	$	—	$	0.2	$	0.4	$	—	$	—	$	0.4
Equity securities	—		3.9		—		3.9		—		3.5		—		3.5
Debt securities	—		4.1		—		4.1		—		4.0		—		4.0
Hedge funds	—		0.1		—		0.1		—		0.1		—		0.1
Tangible assets	—		0.1		—		0.1		—		0.1		—		0.1
Total Master Trust assets	0.2		8.2		—		8.4		0.4		7.7		—		8.1
Derivative assets
Interest rate hedges	—		0.2		—		0.2		—		1.5		—		1.5
Total Derivative assets	—		0.2		—		0.2		—		1.5		—		1.5
Total Assets	$	0.2	$	8.4	$	—	$	8.6	$	0.4	$	9.2	$	—	$	9.6
Liabilities
Long-term debt	$	—	$	1,433.7	$	17.6	$	1,451.3	$	—	$	1,501.9	$	17.7	$	1,519.6
Total Liabilities	$	—	$	1,433.7	$	17.6	$	1,451.3	$	—	$	1,501.9	$	17.7	$	1,519.6

(a) Includes credit valuation adjustment

Our financial instruments are valued using the market approach in the following categories:

• Level 1 inputs are used for money market accounts that are considered cash equivalents. The fair value is determined by reference to quoted market prices and other relevant information generated by market transactions.

• Level 2 inputs are used to value derivatives such as interest rate hedge contracts which are valued using a benchmark interest rate. Other Level 2 assets include open-ended mutual funds in the Master Trust, which are valued using the end of day NAV per unit.

• Level 3 inputs such as certain debt balances are considered a Level 3 input because the notes are not publicly traded. Our long-term debt is fair valued for disclosure purposes only.

All of the inputs to the fair value of our derivative instruments are from quoted market prices.

Our long-term debt is fair valued for disclosure purposes only and most of the fair values are determined using quoted market prices in inactive markets. These fair value inputs are considered Level 2 in the fair value hierarchy. As the Wright-Patterson Air Force Base note is not publicly traded, fair value is assumed to equal carrying value. These fair value inputs are considered Level 3 in the fair value hierarchy as there are no observable inputs. Additional Level 3 disclosures are not presented since our long-term debt is not recorded at fair value.

The fair values of our financial instruments are based on published sources for pricing when possible. We rely on valuation models only when no other method is available to us. The fair value of our financial instruments represents estimates of possible value that may or may not be realized in the future.

The table below presents the fair value and cost of our non-derivative instruments at December 31, 2018 and 2017. See Note 6 – Derivative Instruments and Hedging Activities for the fair values of our derivative instruments.

	December 31, 2018				December 31, 2017
$ in millions	Cost		Fair Value		Cost		Fair Value
Assets
Money market funds	$	0.4	$	0.4	$	0.3	$	0.3
Equity securities	2.4		3.5		2.5		4.2
Debt securities	4.1		4.0		4.3		4.3
Hedge funds	0.1		0.1		0.1		0.2
Tangible assets	0.1		0.1		0.1		0.1
Total assets	$	7.1	$	8.1	$	7.3	$	9.1
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities
Long-term debt	$	1,475.9	$	1,519.6	$	1,704.8	$	1,819.3

Fair Value Hierarchy

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. These inputs are then categorized as:

• Level 1 (quoted prices in active markets for identical assets or liabilities);

• Level 2 (observable inputs such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active); or

• Level 3 (unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability).

Valuations of assets and liabilities reflect the value of the instrument including the values associated with counterparty risk. We include our own credit risk and our counterparty’s credit risk in our calculation of fair value using global average default rates based on an annual study conducted by a large rating agency.

We did not have any transfers of the fair values of our financial instruments among Level 1, Level 2 or Level 3 of the fair value hierarchy during the years ended December 31, 2018 and 2017.

Debt

The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as debt is presented at the carrying value, net of unamortized premium or discount, in the financial statements. The debt amounts include the current portion payable in the next twelve months and have maturities that range from 2019 to 2061.

Master Trust Assets

DP&L established a Master Trust to hold assets that could be used for the benefit of employees participating in employee benefit plans and these assets are not used for general operating purposes. ASU 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities” was effective as of January 1, 2018. This ASU requires the change in the fair value of equity instruments to be recorded in income rather than in OCI. Equity Instruments were defined to include all mutual funds, regardless of the underlying investments. Therefore, as of January 1, 2018, AOCI of $1.6 million ($1.0 million net of tax) was reversed to Accumulated Deficit and all future changes to fair value on the Master Trust Assets will be included in income in the period that the changes occur. These changes to fair value were not material for the year ended December 31, 2018. These assets are primarily comprised of open-ended mutual funds, which are valued using the net asset value per unit. These investments are recorded at fair value within Other deferred assets on the consolidated balance sheets and classified as available for sale.

During the year ended December 31, 2018, $0.5 million ($0.4 million after tax) of various investments were sold to facilitate the distribution of benefits.

The fair value of assets and liabilities at December 31, 2018 and 2017 and the respective category within the fair value hierarchy for DPL was determined as follows:

$ in millions	Fair Value at December 31, 2018 (a)								Fair Value at December 31, 2017 (a)
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Master trust assets
Money market funds	$	0.4	$	—	$	—	$	0.4	$	0.3	$	—	$	—	$	0.3
Equity securities	—		3.5		—		3.5		—		4.2		—		4.2
Debt securities	—		4.0		—		4.0		—		4.3		—		4.3
Hedge funds	—		0.1		—		0.1		—		0.2		—		0.2
Tangible assets	—		0.1		—		0.1		—		0.1		—		0.1
Total Master trust assets	0.4		7.7		—		8.1		0.3		8.8		—		9.1
Derivative assets
Interest rate hedge	—		1.5		—		1.5		—		1.5		—		1.5
Total Derivative assets	—		1.5		—		1.5		—		1.5		—		1.5
Total assets	$	0.4	$	9.2	$	—	$	9.6	$	0.3	$	10.3	$	—	$	10.6
Liabilities
Long-term debt	$	—	$	1,501.9	$	17.7	$	1,519.6	$	—	$	1,801.5	$	17.8	$	1,819.3
Total liabilities	$	—	$	1,501.9	$	17.7	$	1,519.6	$	—	$	1,801.5	$	17.8	$	1,819.3

(a) Includes credit valuation adjustment

Our financial instruments are valued using the market approach in the following categories:

• Level 1 inputs are used for money market accounts that are considered cash equivalents. The fair value is determined by reference to quoted market prices and other relevant information generated by market transactions.

• Level 2 inputs are used to value derivatives such as interest rate hedge contracts which are valued using a benchmark interest rate. Other Level 2 assets include open-ended mutual funds in the Master Trust, which are valued using the end of day NAV per unit.

• Level 3 inputs such as certain debt balances are considered a Level 3 input because the notes are not publicly traded. Our long-term debt is fair valued for disclosure purposes only.

All of the inputs to the fair value of our derivative instruments are from quoted market prices.

Our long-term debt is fair valued for disclosure purposes only and most of the fair values are determined using quoted market prices in inactive markets. These fair value inputs are considered Level 2 in the fair value hierarchy. As the Wright-Patterson Air Force Base note is not publicly traded, fair value is assumed to equal carrying value. These fair value inputs are considered Level 3 in the fair value hierarchy as there are no observable inputs. Additional Level 3 disclosures are not presented since our long-term debt is not recorded at fair value.

Non-recurring Fair Value Measurements

We use the cost approach to determine the fair value of our AROs, which are estimated by discounting expected cash outflows to their present value at the initial recording of the liability. Cash outflows are based on the approximate future disposal cost as determined by market information, historical information or other management estimates. These inputs to the fair value of the AROs would be considered Level 3 inputs under the fair value hierarchy. In 2018, DPL recorded a net reduction to its ARO liability for Conesville's ash pond and landfill of $2.6 million to reflect revisions to cash flow and timing estimates. The balance of AROs was $9.4 million and $15.1 million at December 31, 2018 and 2017, respectively, which excludes AROs associated with our discontinued operations. See Note 15 – Discontinued Operations for additional information on AROs associated with our discontinued operations.

When evaluating impairment of long-lived assets, we measure fair value using the applicable fair value measurement guidance. Impairment expense is measured by comparing the fair value at the evaluation date to the carrying amount.

The following table summarizes major categories of assets measured at fair value on a nonrecurring basis during the period and their level within the fair value hierarchy:

	Measurement	Carrying		Fair Value						Gross
$ in millions	Date	Amount (b)		Level 1		Level 2		Level 3		Loss
Long-lived assets (a)
		Year ended December 31, 2016
Conesville	December 31, 2016	$	25.0	$	—	$	—	$	1.1	23.9

(a) See Note 17 – Fixed-asset Impairments for further information

(b) Carrying amount at date of valuation

The following summarizes the significant unobservable inputs used in the Level 3 measurement on a non-recurring basis during the year ended December 31, 2016:

$ in millions	Measurement date	Fair value		Valuation technique	Unobservable input	Range (weighted average)
Long-lived assets held and used:
		Year ended December 31, 2016
Conesville	December 31, 2016	$	1.1	Discounted cash flow	Annual revenue growth	-19.3% to 10.9% (0.6%)
					Annual pre-tax operating margin	-54.3% to 99.4% (20.2%)
					Weighted-average cost of capital	N/A

XML

Overview and Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Significant Accounting Policies [Line Items]

Overview and Summary of Significant Accounting Policies

Overview and Summary of Significant Accounting Policies

Description of Business

DPL is a regional energy company organized in 1985 under the laws of Ohio. DPL has one reportable segment: the Utility segment. See Note 11 – Business Segments for more information relating to this reportable segment. The terms “we,” “us,” “our” and “ours” are used to refer to DPL and its subsidiaries.

DPL is an indirectly wholly-owned subsidiary of AES.

DP&L, a wholly-owned subsidiary of DPL, is a public utility incorporated in 1911 under the laws of Ohio. Beginning in 2001, Ohio law gave Ohio consumers the right to choose the electric generation supplier from whom they purchase retail generation service; however, retail transmission and distribution services are still regulated. DP&L has the exclusive right to provide such transmission and distribution services to approximately 524,000 customers located in West Central Ohio. Additionally, DP&L provides retail SSO electric service to residential, commercial, industrial and governmental customers in a 6,000-square mile area of West Central Ohio. Principal industries located in DP&L’s service territory include automotive, food processing, paper, plastic, health care, data management, manufacturing and defense. Following the issuance of the DRO in September 2018 and the resulting changes to the decoupling rider effective January 1, 2019, DP&L's distribution sales are primarily impacted by customer growth within our service territory. DP&L sells its proportional share of energy and capacity from its investment in OVEC into the wholesale market.

DPL’s other primary subsidiaries include MVIC and AES Ohio Generation. MVIC is our captive insurance company that provides insurance services to DPL and our other subsidiaries. AES Ohio Generation's only operating asset is an undivided interest in Conesville. AES Ohio Generation sells all of its energy and capacity into the wholesale market. DPL's subsidiaries are all wholly-owned.

DPL also has a wholly-owned business trust, DPL Capital Trust II, formed for the purpose of issuing trust capital securities to investors.

DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs.

DPL and its subsidiaries employed 653 people as of September 30, 2019, of which 642 were employed by DP&L. Approximately 57% of all DPL employees are under a collective bargaining agreement, which expires October 31, 2020.

Financial Statement Presentation

DPL’s Condensed Consolidated Financial Statements include the accounts of DPL and its wholly-owned subsidiaries except for DPL Capital Trust II, which is not consolidated, consistent with the provisions of GAAP. As of September 30, 2019, AES Ohio Generation has an undivided ownership interest in one coal-fired generating facility, which is included in the financial statements at a carrying value of zero as it has been fully impaired. Operating revenues and expenses of this facility are included on a pro rata basis in the corresponding lines in the Condensed Consolidated Statements of Operations.

Certain immaterial amounts from prior periods have been reclassified to conform to the current period presentation.

All material intercompany accounts and transactions are eliminated in consolidation. We have evaluated subsequent events through the date this report is issued.

These financial statements have been prepared in accordance with GAAP for interim financial statements, the instructions of Form 10-Q and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from this interim

report. Therefore, our interim financial statements in this report should be read along with the annual financial statements included in our Form 10-K for the fiscal year ended December 31, 2018.

In the opinion of our management, the Condensed Consolidated Financial Statements presented in this report contain all adjustments necessary to fairly state our financial position as of September 30, 2019; our results of operations for the three and nine months ended September 30, 2019 and 2018, our cash flows for the nine months ended September 30, 2019 and 2018 and the changes in our equity for the three and nine months ended September 30, 2019 and 2018. Unless otherwise noted, all adjustments are normal and recurring in nature. Due to various factors, interim results for the three and nine months ended September 30, 2019 may not be indicative of our results that will be realized for the full year ending December 31, 2019.

The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the revenues and expenses of the periods reported. Actual results could differ from these estimates. Significant items subject to such estimates and judgments include: recognition of revenue including unbilled revenues, the carrying value of property, plant and equipment; the valuation of derivative instruments; the valuation of insurance and claims liabilities; the valuation of allowances for receivables and deferred income taxes; regulatory assets and liabilities; liabilities recorded for income tax exposures; litigation; contingencies; the valuation of AROs; and assets and liabilities related to employee benefits.

Cash, Cash Equivalents, and Restricted Cash

The following table provides a summary of cash, cash equivalents, and restricted cash amounts reported on the Condensed Consolidated Balance Sheet that reconcile to the total of such amounts as shown on the Condensed Consolidated Statements of Cash Flows:

$ in millions	September 30, 2019		December 31, 2018
Cash and cash equivalents	$	36.8	$	90.5
Restricted cash	17.6		21.2
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	54.4	$	111.7

Accounting for Taxes Collected from Customers and Remitted to Governmental Authorities

DP&L collects certain excise taxes levied by state or local governments from its customers. These taxes are accounted for on a net basis and not included in revenue. The amounts of such taxes collected for the three months ended September 30, 2019 and 2018 were $13.0 million and $13.8 million, respectively. The amounts of such taxes collected for the nine months ended September 30, 2019 and 2018 were $37.3 million and $39.2 million, respectively.

New accounting pronouncements adopted in 2019 – The following table provides a brief description of recently adopted accounting pronouncements that had an impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or did not have a material impact on our consolidated financial statements.

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2018-02, Income Statement — Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from AOCI	This amendment allows a reclassification of the stranded tax effects resulting from the implementation of the Tax Cuts and Jobs Act from AOCI to retained earnings at the election of the filer. Because this amendment only relates to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.	January 1, 2019	We have not elected to reclassify any amounts to retained earnings. Our accounting policy for releasing the income tax effects from AOCI occurs on a portfolio basis.

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities	The standard updates the hedge accounting model to expand the ability to hedge nonfinancial and financial risk components, reduce complexity, and ease certain documentation and assessment requirements. When facts and circumstances are the same as at the previous quantitative test, a subsequent quantitative effectiveness test is not required. The standard also eliminates the requirement to separately measure and report hedge ineffectiveness. For cash flow hedges, this means that the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to earnings in the same income statement line as the hedged item. Transition method: modified retrospective with the cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date. Prospective for presentation and disclosures.	January 1, 2019	The adoption of this standard had no material impact on our condensed consolidated financial statements.
2016-02, 2018-01, 2018-10, 2018-11 Leases (Topic 842)	See "Adoption of FASC Topic 842, Leases" below.	January 1, 2019	See impact upon adoption of the standard below.

Adoption of FASC Topic 842, "Leases"

On January 1, 2019, we adopted ASU 2016-02 Leases and its subsequent corresponding updates (“FASC 842”). Under this standard, lessees are required to recognize assets and liabilities for most leases and recognize expenses in a manner similar to the current accounting method. For lessors, the guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. The guidance eliminates current real estate-specific provisions.

Under FASC 842, it is expected that fewer contracts will contain a lease. However, due to the elimination of the real estate-specific guidance and changes to certain lessor classification criteria, more leases will qualify as sales-type leases and direct financing leases. Under these two models, a lessor will derecognize the asset and will recognize a net investment in a lease. According to FASC 842, the net investment in the lease includes the fair value of the plant after the contract period but does not include variable payments such as margin on the sale of energy. Therefore, the net investment in the lease could be significantly different than the carrying amount of the underlying asset at lease commencement. In such circumstances, the difference between the initially recognized net investment in the lease and the carrying amount of the underlying asset is recognized as a gain/loss at lease commencement.

During the course of adopting FASC 842, we applied various practical expedients including:

• The package of practical expedients (applied to all leases) that allowed lessees and lessors not to reassess:

a. whether any expired or existing contracts are or contain leases,

b. lease classification for any expired or existing leases, and

c. whether initial direct costs for any expired or existing leases qualify for capitalization under FASC 842.

• The transition practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements, and

• The transition practical expedient for lessees that allowed businesses to not separate lease and non-lease components. We applied the practical expedient to all classes of underlying assets when valuing right-of-use assets and lease liabilities. Contracts where we are the lessor were separated between the lease and non-lease components.

We applied the modified retrospective method of adoption and elected to continue to apply the guidance in FASC 840 Leases to the comparative periods presented in the year of adoption. Under this transition method, we applied the transition provisions starting at the date of adoption.

The adoption of FASC 842 did not have a material impact on our Condensed Consolidated Financial Statements.

New Accounting Pronouncements Issued But Not Yet Effective – The following table provides a brief description of recent accounting pronouncements that could have a material impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or are expected to have no material impact on our consolidated financial statements.

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2016-13, 2019-04, 2019-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	See discussion of the ASU below.	January 1, 2020	We will adopt the standard on January 1, 2020; see below for the evaluation of the impact of the adoption on the condensed consolidated financial statements.

ASU 2016-13 and its subsequent corresponding updates will update the impairment model for financial assets measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses as it is done today, except that the losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities. There are various transition methods available upon adoption.

We are currently evaluating the impact of adopting the standard on our condensed consolidated financial statements; however, it is expected that the new current expected credit loss model will primarily impact the calculation of expected credit losses on $70.2 million in gross trade accounts receivable.

Description of Business

DPL is a diversified regional energy company organized in 1985 under the laws of Ohio. DPL has one reportable segment, the Utility segment. See Note 13 – Business Segments for more information relating to our reportable segment. The terms “we”, “us”, “our” and “ours” are used to refer to DPL and its subsidiaries.

On November 28, 2011, DPL was acquired by AES in the Merger and DPL became a wholly-owned subsidiary of AES. Following the merger of DPL and Dolphin Subsidiary II, Inc., DPL became an indirectly wholly-owned subsidiary of AES.

DP&L, DPL's wholly-owned subsidiary, is a public utility incorporated in 1911 under the laws of Ohio. Beginning in 2001, Ohio law gave consumers the right to choose the electric generation supplier from whom they purchase retail generation service, however transmission and distribution services are still regulated. DP&L has the exclusive right to provide such service to its approximately 525,000 customers located in West Central Ohio. DP&L provides retail SSO electric service to residential, commercial, industrial and governmental customers in a 6,000 square mile area of West Central Ohio. Since January 2016, DP&L has been sourcing all of the generation for its SSO customers through a competitive bid process. Through September 30, 2017, DP&L owned undivided interests in multiple coal-fired power stations and multiple peaking electric generating facilities as well as numerous transmission facilities. On October 1, 2017, the DP&L-owned generating facilities, excluding the Beckjord Facility and Hutchings EGU, were transferred to AES Ohio Generation, an affiliate of DP&L and wholly-owned subsidiary of DPL, through an asset contribution agreement to a subsidiary that was merged into AES Ohio Generation. Also, Stuart Station Unit 1 was retired on October 1, 2017. Principal industries located in DP&L’s service territory include automotive, food processing, paper, plastic, manufacturing and defense. DP&L's sales reflect the general economic conditions, seasonal weather patterns of the area and the market price of electricity. Through the date of Generation Separation, DP&L sold energy and capacity into the wholesale market.

DPL’s other primary subsidiaries include MVIC and AES Ohio Generation. MVIC is our captive insurance company that provides insurance services to DPL and our subsidiaries. AES Ohio Generation owns an undivided interest in Conesville Unit 4. AES Ohio Generation sells all of its energy and capacity into the wholesale market. DPL's subsidiaries are wholly-owned.

On December 8, 2017, AES Ohio Generation completed the sale of the Miami Fort and Zimmer stations to subsidiaries of Dynegy in accordance with an asset purchase agreement dated April 21, 2017. In addition, on March 27, 2018, DPL and AES Ohio Generation completed the sale of their Peaker assets to Kimura Power, LLC. Further, on May 31, 2018, DPL and AES Ohio Generation retired the Stuart Station coal-fired and diesel-fired generating units and the Killen Station coal-fired generating unit and combustion turbine, as planned. See Note 15 – Discontinued Operations for additional information.

DPL also has a wholly-owned business trust, DPL Capital Trust II, formed for the purpose of issuing trust capital securities to investors.

DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs or overcollections of riders.

DPL and its subsidiaries employed 659 people at January 31, 2019, of which 647 were employed by DP&L. Approximately 57% of all DPL employees are under a collective bargaining agreement.

Financial Statement Presentation

We prepare Consolidated Financial Statements for DPL. DPL’s Consolidated Financial Statements include the accounts of DPL and its wholly-owned subsidiaries except for DPL Capital Trust II which is not consolidated, consistent with the provisions of GAAP.

AES Ohio Generation's undivided ownership interests in certain coal-fired generating stations are included in the financial statements at amortized cost, net of subsequent impairments. Operating revenues and expenses are included on a pro rata basis in the corresponding lines in the Consolidated Statement of Operations.

Through June 2018, DP&L had undivided ownership interests in numerous transmission facilities. These undivided interests in jointly-owned facilities were accounted for on a pro rata basis in the Consolidated Financial Statements. In June 2018, DP&L closed on a transmission asset transaction with Duke and AEP, where ownership stakes in certain previously co-owned transmission assets were exchanged to eliminate co-ownership. Each previously co-owned transmission asset became wholly-owned by one of DP&L, Duke or AEP after the transaction. See Note 4 – Property, Plant and Equipment for more information.

All material intercompany accounts and transactions are eliminated in consolidation. We have evaluated subsequent events through the date this report is issued.

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the revenues and expenses of the periods reported. Actual results could differ from these estimates. Significant items subject to such estimates and judgments include: the carrying value of Property, plant and equipment; unbilled revenues; the valuation of derivative instruments; the valuation of insurance and claims liabilities; the valuation of allowances for receivables and deferred income taxes; regulatory assets and liabilities; reserves recorded for income tax exposures; litigation; contingencies; the valuation of AROs; and assets and liabilities related to employee benefits.

Revenue Recognition

Revenues are recognized from retail and wholesale electricity sales and electricity transmission and distribution delivery services. Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Energy sales to customers are based on the reading of their meters that occurs on a systematic basis throughout the month. We recognize the revenues on our Consolidated Statements of Operations using an accrual method for retail and other energy sales that have not yet been billed, but where electricity has been consumed. This is termed “unbilled revenues” and is a widely recognized and accepted practice for utilities. At the end of each month, unbilled revenues are determined by the estimation of unbilled energy provided to customers since the date of the last meter reading, estimated line losses, the assignment of unbilled energy provided to customer classes and the average rate per customer class.

The power sales and purchases within DP&L’s service territory are reported on a net hourly basis as revenues or purchased power on our Consolidated Statements of Operations. We record expenses when purchased electricity is received and when expenses are incurred. All of the power produced at the generation station is sold to an RTO. We record expenses when purchased electricity is received and when expenses are incurred. For additional information, see Note 14 – Revenue.

Allowance for Uncollectible Accounts

We establish provisions for uncollectible accounts by using both historical average loss percentages to project future losses and by establishing specific provisions for known credit issues. Amounts are written off when reasonable collections efforts have been exhausted.

Property, Plant and Equipment

We record our ownership share of our undivided interest in our jointly-held station as an asset in property, plant and equipment. New property, plant and equipment additions are stated at cost. For regulated transmission and distribution property, cost includes direct labor and material, allocable overhead expenses and an allowance for funds used during construction (AFUDC). AFUDC represents the cost of borrowed funds and equity used to finance regulated construction projects. For non-regulated property, cost also includes capitalized interest. Capitalization of AFUDC and interest ceases at either project completion or at the date specified by regulators. AFUDC and capitalized interest was $0.5 million, $1.7 million and $2.1 million in the years ended December 31, 2018, 2017 and 2016, respectively.

For unregulated generation property, cost includes direct labor and material, allocable overhead expenses and interest capitalized during construction per the provisions of GAAP related to the accounting for capitalized interest.

For substantially all depreciable property, when a unit of property is retired, the original cost of that property less any salvage value is charged to Accumulated depreciation and amortization, consistent with composite depreciation practices.

Property is evaluated for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable.

Repairs and Maintenance

Costs associated with maintenance activities are recognized at the time the work is performed. These costs, which include labor, materials and supplies, and outside services required to maintain equipment and facilities, are capitalized or expensed based on defined units of property.

Depreciation

Depreciation expense is calculated using the straight-line method, which allocates the cost of property over its estimated useful life. For DPL’s generation, transmission and distribution assets, straight-line depreciation is applied monthly on an average composite basis using group rates that approximated 4.3% in 2018, 5.0% in 2017 and 6.1% in 2016 (including property classified in non-current assets of discontinued operations and held-for-sale businesses in 2017 and 2016). Depreciation expense was $66.5 million, $70.4 million and $67.0 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Regulatory Accounting

As a regulated utility, DP&L applies the provisions of FASC 980 “Regulated Operations”, which gives recognition to the ratemaking and accounting practices of the PUCO and the FERC. Regulatory assets generally represent incurred costs that have been deferred because such costs are probable of future recovery in customer rates. Regulatory assets can also represent performance incentives permitted by the regulator. Regulatory assets have been included as allowable costs for ratemaking purposes, as authorized by the PUCO or established regulatory practices. Regulatory liabilities generally represent obligations to make refunds or future rate reductions to customers for previous over collections or the deferral of revenues collected for costs that DP&L expects to incur in the future.

The deferral of costs (as regulatory assets) is appropriate only when the future recovery of such costs is probable. In assessing probability, we consider such factors as specific orders from the PUCO or FERC, regulatory precedent and the current regulatory environment. To the extent recovery of costs is no longer deemed probable, related regulatory assets would be required to be expensed in current period earnings. Our regulatory assets and liabilities have been created pursuant to a specific order of the PUCO or FERC or established regulatory practices, such as other utilities under the jurisdiction of the PUCO or FERC being granted recovery of similar costs. It is probable, but not certain, that these regulatory assets will be recoverable, subject to PUCO or FERC approval. Regulatory assets and liabilities are classified as current or non-current based on the term in which recovery is expected. See Note 3 – Regulatory Matters for more information.

Inventories

Inventories are carried at average cost, net of reserves, and include coal, limestone and materials and supplies used for utility operations.

Intangibles

Intangibles include software, emission allowances and renewable energy credits. Emission allowances are carried on a first-in, first-out (FIFO) basis for purchased emission allowances. Net gains or losses on the sale of excess emission allowances, representing the difference between the sales proceeds and the cost of emission allowances, are recorded as a component of our fuel costs and are reflected in Operating income when realized. Emission allowances are amortized as they are used in our operations on a FIFO basis. Renewable energy credits are carried on a weighted average cost basis and amortized as they are used or retired.

Software is amortized over seven years. Amortization expense was $6.6 million, $5.7 million and $6.6 million for the years ended December 31, 2018, 2017 and 2016, respectively. The estimated amortization expense of this internal-use software over the next five years is $15.0 million ($4.2 million in 2019, $3.2 million in 2020, $3.0 million in 2021, $2.6 million in 2022 and $2.0 million in 2023).

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of the existing assets and liabilities, and their respective income tax bases. We establish an allowance when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Our tax positions are evaluated under a more likely than not recognition threshold and measurement analysis before they are recognized for financial statement reporting. Uncertain tax positions have been classified as noncurrent income tax liabilities unless expected to be paid within one year. Our policy for interest and penalties is to recognize interest and penalties as a component of the provision for income taxes in the Consolidated Statement of Operations.

Income taxes payable, which are includable in allowable costs for ratemaking purposes in future years, are recorded as regulatory assets or liability with a corresponding deferred tax liability or asset. Investment tax credits that reduced federal income taxes in the years they arose have been deferred and are being amortized to income over the useful lives of the properties in accordance with regulatory treatment. See Note 3 – Regulatory Matters for additional information.

DPL and its subsidiaries file U.S. federal income tax returns as part of the consolidated U.S. income tax return filed by AES. The consolidated tax liability is allocated to each subsidiary based on the separate return method which is specified in our tax allocation agreement and which provides a consistent, systematic and rational approach. See Note 8 – Income Taxes for additional information.

Financial Instruments

Our Master Trust investments in debt and equity financial instruments of publicly traded entities are classified as equity investments. These equity securities are carried at fair value and unrealized gains and losses on these securities are recorded in Other income. As these financial instruments are held to be used for the benefit of employees participating in employee benefit plans and are not used for general operating purposes, they are classified as non-current in Other deferred assets on the Consolidated Balance Sheets.

Held-for-sale Businesses

A business classified as held-for-sale is reflected on the balance sheet at the lower of its carrying amount or estimated fair value less cost to sell. A loss is recognized if the carrying amount of the business exceeds its estimated fair value less cost to sell. This loss is limited to the carrying value of long-lived assets until the completion of the sale, at which point, any additional loss is recognized. If the fair value of the business subsequently exceeds the carrying amount while the business is still held-for-sale, any impairment expense previously recognized will be reversed up to the lower of the previously recognized expense or the subsequent excess.

Assets and liabilities related to a business classified as held-for-sale are segregated in the current balance sheet in the period in which the business is classified as held-for-sale. Assets and liabilities of held-for-sale businesses are classified as current when they are expected to be disposed of within twelve months. Transactions between the business held-for-sale and businesses that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held-for-sale. See Note 15 – Discontinued Operations for further information.

Discontinued Operations

Discontinued operations reporting occurs only when the disposal of a business or a group of assets represents a strategic shift that has (or will have) a major effect on our operations and financial results. We report financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Prior period amounts in the statement of operations and balance sheet are retrospectively revised to reflect the businesses determined to be discontinued operations. The cash flows of businesses that are determined to be discontinued operations are included within the relevant categories within operating, investing and financing activities on the face of the Consolidated Statements of Cash Flows.

Transactions between the businesses determined to be discontinued operations and businesses that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held-for-sale. The results of discontinued operations include any gain or loss recognized on closing or adjustment of the carrying amount to fair value. See Note 15 – Discontinued Operations for further information.

Accounting for Taxes Collected from Customers and Remitted to Governmental Authorities

DP&L collects certain excise taxes levied by state or local governments from its customers. DP&L’s excise taxes and certain other taxes are accounted for on a net basis and recorded as a reduction in revenues in the accompanying Consolidated Statements of Operations. The amounts for the years ended December 31, 2018, 2017 and 2016, were $51.7 million, $49.4 million and $50.9 million, respectively.

Cash and Cash Equivalents

Cash and cash equivalents are stated at cost, which approximates fair value. All highly liquid short-term investments with original maturities of three months or less are considered cash equivalents.

Restricted Cash

Restricted cash includes cash which is restricted as to withdrawal or usage. The nature of the restrictions includes restrictions imposed by agreements related to deposits held as collateral and cash collected under the DMR which is restricted to pay debt obligations at DPL and DP&L and position DP&L to modernize and/or maintain its transmission and distribution infrastructure.

The following table provides a summary of cash, cash equivalents, and restricted cash amounts reported on the Consolidated Balance Sheet that reconcile to the total of such amounts as shown on the Consolidated Statements of Cash Flows:

$ in millions	December 31, 2018		December 31, 2017
Cash and cash equivalents	$	90.5	$	24.5
Restricted cash	21.2		0.4
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	111.7	$	24.9

Financial Derivatives

All derivatives are recognized as either assets or liabilities in the balance sheets and are measured at fair value. Changes in the fair value are recorded in earnings unless the derivative is designated as a cash flow hedge of a forecasted transaction or it qualifies for the normal purchases and sales exception.

We use interest rate hedges to manage the interest rate risk of our variable rate debt. We use cash flow hedge accounting when the hedge or a portion of the hedge is deemed to be highly effective, which results in changes in fair value being recorded within accumulated other comprehensive income, a component of shareholder’s equity. We have elected not to offset net derivative positions in the financial statements. Accordingly, we do not offset such derivative positions against the fair value of amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral under master netting agreements. See Note 6 – Derivative Instruments and Hedging Activities for additional information.

Insurance and Claims Costs

In addition to insurance obtained from third-party providers, MVIC, a wholly-owned captive subsidiary of DPL, provides insurance coverage solely to us and our subsidiaries for workers’ compensation, general liability, and property damage on an ongoing basis. Insurance and Claims Costs on DPL’s Consolidated Balance Sheets associated with MVIC include estimated liabilities of approximately $4.1 million and $3.0 million at December 31, 2018 and 2017, respectively. DPL has estimated liabilities for medical, life, disability, and other reserves for claims costs below certain coverage thresholds of third-party providers of approximately $4.3 million and $4.4 million at December 31, 2018 and 2017, respectively, within Other current liabilities and Other deferred credits on the balance sheets. The estimated liabilities for workers’ compensation, medical, life and disability costs at DPL are actuarially determined using certain assumptions. There is uncertainty associated with these loss estimates, and actual results may differ from the estimates. Modification of these loss estimates based on experience and changed circumstances is reflected in the period in which the estimate is re-evaluated.

Pension and Postretirement Benefits

We recognize in our Consolidated Balance Sheets an asset or liability reflecting the funded status of pension and other postretirement plans with current-year changes from actuarial gains or losses related to our regulated operations, that would otherwise be recognized in AOCI, recorded as a regulatory asset as this can be recovered through future rates. Such changes that are not related to our regulated operations are recognized in AOCI. All plan assets are recorded at fair value. We follow the measurement date provisions of the accounting guidance, which require a year-end measurement date of plan assets and obligations for all defined benefit plans.

We account for and disclose pension and postretirement benefits in accordance with the provisions of GAAP relating to the accounting for pension and other postretirement plans. These GAAP provisions require the use of assumptions, such as the discount rate for liabilities and long-term rate of return on assets, in determining the obligations, annual cost and funding requirements of the plans. Consistent with the requirements of FASC 715, we apply a disaggregated discount rate approach for determining service cost and interest cost for our defined benefit pension plans and postretirement plans.

See Note 9 – Benefit Plans for more information.

Related Party Transactions

In the normal course of business, DPL enters into transactions with related parties. All material intercompany accounts and transactions are eliminated in DPL’s Consolidated Financial Statements.

See Note 12 – Related Party Transactions for more information on Related Party Transactions.

DPL Capital Trust II

DPL has a wholly-owned business trust, DPL Capital Trust II (the Trust), formed for the purpose of issuing trust capital securities to third-party investors. Effective in 2003, DPL deconsolidated the Trust upon adoption of the accounting standards related to variable interest entities and currently treats the Trust as an unconsolidated subsidiary. The Trust holds mandatorily redeemable trust capital securities. The investment in the Trust, which amounts to $0.2 million and $0.3 million at December 31, 2018 and 2017, respectively, is included in Other deferred assets within Other noncurrent assets. DPL also has a note payable to the Trust amounting to $15.6 million and $15.6 million at December 31, 2018 and 2017, respectively, that was established upon the Trust’s deconsolidation in 2003. See Note 7 – Long-term debt for additional information.

In addition to the obligations under the note payable mentioned above, DPL also agreed to a security obligation which represents a full and unconditional guarantee of payments to the capital security holders of the Trust.

New accounting pronouncements adopted in 2018

The following table provides a brief description of recently adopted accounting pronouncements that had an impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or did not have a material impact on our consolidated financial statements.

Accounting Standard	Description	Date of Adoption	Effect on the financial statements upon adoption
New Accounting Standards Adopted
2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	This standard aligns the accounting for implementation costs incurred for a cloud computing arrangement that is a service with the requirement for capitalizing implementation costs associated with developing or obtaining internal-use software. Transition method: retrospective or prospective.	October 1, 2018	We elected to early-adopt this standard on a prospective basis, effective for fiscal year 2018. The adoption of this standard did not have a material impact on our financial statements.
2018-14, Compensation— Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework	This standard modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Transition method: retrospective.	Early adoption elected, January 1, 2018	Impact limited to changes in financial statement disclosures.
2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost	This standard changes the presentation of non-service costs associated with defined benefit plans and updates the guidance so that only the service cost component will be eligible for capitalization. Transition method: retrospective for presentation of non-service cost and prospective for the change in capitalization.	January 1, 2018	For the years ended December 31, 2017 and 2016 we reclassified non-service pension costs from Operating expenses to Other expense of $2.2 million and $3.2 million, respectively.
2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)	This standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Transition method: retrospective.	January 1, 2018	For the years ended December 31, 2017 and 2016, we reclassified from "Net cash used in investing activities" to "Net increase / (decrease) in cash, cash equivalents and restricted cash" $27.1 million and ($11.8) million, respectively.
2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	The standard significantly revises an entity’s accounting related to (1) classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosures of financial instruments. Transition method: modified retrospective. Prospective for equity investments without readily determinable fair value.	January 1, 2018	We adopted this standard January 1, 2018. At that date, we transferred $1.6 million ($1.0 million net of tax) of unrealized gains from AOCI to Accumulated Deficit.
2014-09, 2015-14, 2016-08, 2016-10, 2016-12, 2016-20, 2017-10, 2017-13, Revenue from Contracts with Customers (Topic 606)	See discussion of the ASU below.	January 1, 2018	See impact upon adoption of the standard below.

Adoption of FASC Topic 606, "Revenue from Contracts with Customers"

On January 1, 2018, we adopted ASU 2014-09, "Revenue from Contracts with Customers", and its subsequent corresponding updates ("FASC 606"). The core principle of this standard is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We applied the modified retrospective method of adoption to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning January 1, 2018 are presented under FASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under the previous revenue recognition standard. For contracts that were modified before January 1, 2018, we have not retrospectively restated the contracts for modifications. We instead reflected the aggregate effect of all modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price. We do not expect the adoption of the new revenue standard to have a material impact to our net income on an ongoing basis.

There was no cumulative effect to our January 1, 2018 Consolidated Balance Sheet resulting from the adoption of FASC 606.

New accounting pronouncements issued but not yet effective - The following table provides a brief description of recent accounting pronouncements that could have a material impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or are expected to have no material impact on our consolidated financial statements.

Accounting Standard	Description	Date of Adoption	Effect on the financial statements upon adoption
New Accounting Standards Issued but Not Yet Effective
2018-02, Income Statement - Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from AOCI	This amendment allows a reclassification of the stranded tax effects resulting from the implementation of the Tax Cuts and Jobs Act from AOCI to retained earnings. Because this amendment only relates to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.	January 1, 2019. Early adoption is permitted.	We do not expect any impact on our consolidated financial statements upon adoption of the standard on January 1, 2019.
2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities	The standard updates the hedge accounting model to expand the ability to hedge nonfinancial and financial risk components, reduce complexity, and ease certain documentation and assessment requirements. When facts and circumstances are the same as at the previous quantitative test, a subsequent quantitative effectiveness test is not required. The standard also eliminates the requirement to separately measure and report hedge ineffectiveness. For cash flow hedges, this means that the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to earnings in the same income statement line as the hedged item in the period in which it settles. Transition method: modified retrospective with the cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date. Prospective for presentation and disclosures.	January 1, 2019. Early adoption is permitted.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.
2018-19, 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The standard updates the impairment model for financial assets measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses as it is done today, except that the losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities. Transition method: various.	January 1, 2020. Early adoption is permitted only as of January 1, 2019.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.
2016-02, 2018-01, 2018-10, 2018-11, 2018-20 Leases (Topic 842)	See discussion of the ASU below.	January 1, 2019. Early adoption is permitted.	We have adopted the standard on January 1, 2019; see below for the evaluation of the impact of its adoption on our consolidated financial statements.

Adoption of FASC Topic 842, "Leases"

ASU 2016-02 and its subsequent corresponding updates require lessees to recognize assets and liabilities for most leases but recognize expenses in a manner similar to today’s accounting. For lessors, the guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. The guidance also eliminates today’s real estate-specific provisions.

The standard must be adopted using a modified retrospective approach. The FASB has provided an optional transition method, which we have elected, that allows entities to continue to apply the guidance in FASC 840 Leases to the comparative periods presented in the year of adoption. Under this transition method, we will apply the transition provisions starting on January 1, 2019.

We have elected to apply a package of practical expedients that allow lessees and lessors not to reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) whether initial direct costs for any expired or existing leases qualify for capitalization under FASC 842. These three practical expedients must be elected as a package and must be consistently applied to all leases.

We have also elected to apply an optional transition practical expedient for land easements that allows an entity to continue applying its current accounting policy for all land easements that exist before the standard’s effective date that were not previously accounted for under FASC 840.

We established a task force focused on the identification of contracts that would be under the scope of the new standard and on the assessment and measurement of the right-of-use assets and related liabilities. Additionally, the implementation team has been working on the configuration of a lease accounting tool that will support the implementation and the subsequent accounting. The implementation team has also evaluated changes to our business processes, systems and controls to support recognition and disclosure under the new standard.

Under FASC 842, it is expected that fewer contracts will contain a lease. However, due to the elimination of the real estate-specific guidance and changes to certain lessor classification criteria, more leases will qualify as sales-type leases and direct financing leases. Under these two models, a lessor will derecognize the asset and will recognize a lease receivable. According to FASC 842, the lease receivable includes the fair value of the plant after the contract period but does not include any variable payments such as margin on the sale of energy. Therefore, the lease receivable could be significantly different than the carrying amount of the underlying asset at lease commencement. In such circumstances, the difference between the initially recognized lease receivable and the carrying amount of the underlying asset is recognized as a gain/loss at lease commencement.

The adoption of FASC 842 did not have a material impact on our consolidated financial statements.

XML

Regulatory Matters (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Regulatory Assets and Liabilities [Table Text Block]

The following table presents DPL’s Regulatory assets and liabilities:

	Type of Recovery	Amortization Through	December 31,
$ in millions			2018		2017
Regulatory assets, current:
Undercollections to be collected through rate riders	A/B	2019	$	40.5	$	23.9
Rate case expenses being recovered in base rates	B	2019	0.6		—
Total regulatory assets, current			41.1		23.9
Regulatory assets, non-current:
Pension benefits	B	Ongoing	87.5		92.4
Unrecovered OVEC charges	C	Undetermined	28.7		27.8
Fuel costs	B	2020	3.3		9.3
Regulatory compliance costs	B	2020	6.1		9.2
Smart grid and AMI costs	B	Undetermined	8.5		7.3
Unamortized loss on reacquired debt	B	Various	6.0		7.0
Deferred storm costs	A	Undetermined	4.7		2.1
Deferred vegetation management and other	A/B	Undetermined	7.8		8.1
Total regulatory assets, non-current			152.6		163.2
Total regulatory assets			$	193.7	$	187.1
Regulatory liabilities, current:
Overcollection of costs to be refunded through rate riders	A/B	2019	$	34.9	$	14.8
Total regulatory liabilities, current			34.9		14.8
Regulatory liabilities, non-current:
Estimated costs of removal - regulated property		Not Applicable	139.1		132.8
Deferred income taxes payable through rates		Various	116.3		83.4
PJM transmission enhancement settlement	A	2025	16.9		—
Postretirement benefits	B	Ongoing	6.0		5.0
Total regulatory liabilities, non-current			278.3		221.2
Total regulatory liabilities			$	313.2	$	236.0

A – Recovery of incurred costs plus rate of return.

B – Recovery of incurred costs without a rate of return.

C – Recovery not yet determined, but recovery is probable of occurring in future rate proceedings.

XML

Debt (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Debt Instrument [Line Items]

Debt Disclosure [Text Block]

The following table summarizes DPL's long-term debt.

	Interest		September 30,			December 31,
$ in millions	Rate	Maturity	2019			2018
Term loan - rates from 4.50% - 4.53% (a) and 4.01% - 4.60% (b)		2022	$	—		$	436.1
First Mortgage Bonds	3.95%	2049	425.0			—
Tax-exempt First Mortgage Bonds - rates from 2.97% - 3.07% (a) and 1.52% - 1.92% (b)		2020	140.0			140.0
U.S. Government note	4.20%	2061	17.6			17.7
Unamortized deferred financing costs			(5.7		)	(6.3		)
Unamortized debt discounts and premiums, net			(2.7		)	(1.4		)
Total long-term debt at DP&L			574.2			586.1
Senior unsecured bonds	6.75%	2019	—			99.0
Senior unsecured bonds	7.25%	2021	380.0			780.0
Senior unsecured notes	4.35%	2029	400.0			—
Note to DPL Capital Trust II (c)	8.125%	2031	15.6			15.6
Unamortized deferred financing costs			(5.8		)	(4.3		)
Unamortized debt discounts and premiums, net			(1.1		)	(0.5		)
Total long-term debt			1,362.9			1,475.9
Less: current portion			(139.6		)	(103.6		)
Long-term debt, net of current portion			$	1,223.3		$	1,372.3

(a) Range of interest rates for the nine months ended September 30, 2019.

(b) Range of interest rates for the year ended December 31, 2018.

(c)

Note payable to related party.

Long-term Debt

Long-term debt
$ in millions	Interest Rate	Maturity	December 31, 2018			December 31, 2017
Term loan - rates from: 3.57% - 4.82% (a) and 4.00% - 4.60% (b)		2022	$	436.1		$	440.6
Tax-exempt First Mortgage Bonds - rates from: 2.49% - 2.93% (a) and 1.29% - 1.42% (b)		2020	140.0			200.0
U.S. Government note	4.2%	2061	17.7			17.8
Unamortized deferred financing costs			(6.3		)	(9.8		)
Unamortized debt discounts and premiums, net			(1.4		)	(2.0		)
Total long-term debt at subsidiary			586.1			646.6
Bank term loan - rates from: 3.02% - 4.10% (a) and 2.67% - 3.02% (b)		2020	—			70.0
Senior unsecured bonds	6.75%	2019	99.0			200.0
Senior unsecured bonds	7.25%	2021	780.0			780.0
Note to DPL Capital Trust II (c)	8.125%	2031	15.6			15.6
Unamortized deferred financing costs			(4.3		)	(6.8		)
Unamortized debt discounts and premiums, net			(0.5		)	(0.6		)
Total long-term debt			1,475.9			1,704.8
Less: current portion			(103.6		)	(4.6		)
Long-term debt, net of current portion			$	1,372.3		$	1,700.2

(a) Range of interest rates for the year ended December 31, 2018.

(b) Range of interest rates for the year ended December 31, 2017.

(c)

Note payable to related party. See Note 12 – Related Party Transactions for additional information.

Long-term Debt Maturities

At December 31, 2018, maturities of long-term debt are summarized as follows:

Due during the years ending December 31,
$ in millions
2019	$	103.6
2020	144.7
2021	784.7
2022	422.8
2023	0.2
Thereafter	32.4
	1,488.4
Unamortized discounts and premiums, net	(1.9		)
Deferred financing costs, net	(10.6		)
Total long-term debt	$	1,475.9

XML

Assets and Liabilities Held-For-Sale and Dispositions (Notes)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Discontinued Operations

Dispositions

Beckjord Facility – On February 26, 2018, DP&L and its co-owners of the retired Beckjord Facility agreed to transfer their interests in the retired Facility to a third party, including their obligations to remediate the Facility and its site,

and the transfer occurred on that same date. As a result, DPL recognized a loss on the transfer of $11.7 million and made cash expenditures of $14.5 million, inclusive of cash expenditures for the transfer charges. The Beckjord Facility was retired in 2014, and, as such, the income / (loss) from continuing operations before income tax related to the Beckjord Facility was immaterial for the three and nine months ended September 30, 2018, excluding the loss on transfer noted above. Prior to the transfer, the Beckjord Facility was included in the Utility segment.

Discontinued Operations

On December 8, 2017, DPL and AES Ohio Generation completed the sale of their entire undivided interest in the Miami Fort Station and the Zimmer Station. On March 27, 2018, DPL and AES Ohio Generation completed the sale of the Peaker assets to Kimura Power, LLC, and this transaction resulted in a loss on sale of $1.9 million for the nine months ended September 30, 2018. Further, on May 31, 2018, DPL and AES Ohio Generation retired the Stuart Station coal-fired and diesel-fired generating units and the Killen Station coal-fired generating unit and combustion turbine as planned.

Consequently, we determined that the disposal of this group of components, as a whole, represents a strategic shift to exit generation, and, as such, qualifies to be presented as discontinued operations. Therefore, the results of operations, assets and liabilities of this group of components were reported as such in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets for all periods presented.

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	September 30, 2019			December 31, 2018
Accounts receivable, net	$	6.8		$	4.0
Taxes applicable to subsequent years	0.6			2.3
Prepayments and other current assets	0.9			2.4
Intangible assets, net of amortization	0.2			5.3
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	8.5		$	14.0
Accounts payable	$	4.3		$	3.9
Accrued taxes	2.4			3.1
Accrued and other current liabilities	3.2			5.2
Deferred income taxes (a)	(33.2		)	(39.8		)
Taxes payable	—			2.3
Accrued pension and other post-retirement benefits	—			9.7
Asset retirement obligations	70.4			90.4
Other non-current liabilities	15.2			6.6
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	62.3		$	81.4

(a) Deferred income taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, operating costs, other expenses and income tax of discontinued operations for the periods indicated:

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Revenues	$	10.1		$	15.6		$	41.0		$	141.8
Operating costs and other expenses	(10.5		)	(10.6		)	(8.2		)	(105.1		)
Income from discontinued operations	(0.4		)	5.0			32.8			36.7
Gain / (loss) from disposal of discontinued operations	—			0.3			0.1			(1.6		)
Income tax expense from discontinued operations	0.1			1.0			7.1			5.9
Net income from discontinued operations	$	(0.5	)	$	4.3		$	25.8		$	29.2

Cash flows related to discontinued operations are included in our Condensed Consolidated Statements of Cash Flows. Cash flows from operating activities for discontinued operations were $(0.5) million and $(7.2) million for the three months ended September 30, 2019 and 2018, respectively, and $12.4 million and $37.2 million for the nine months ended September 30, 2019 and 2018, respectively. Cash flows from investing activities for discontinued operations were $233.8 million for the nine months ended September 30, 2018. There were no cash flows from

investing activities for the three and nine months ended September 30, 2019 or for the three months ended September 30, 2018.

AROs of Discontinued Operations

DPL's retired Stuart and Killen generating facilities continue to carry ARO liabilities consisting primarily of river intake and discharge structures, coal unloading facilities, landfills and ash disposal facilities. In the first quarter of 2019, DPL reduced the ARO liability related to the Stuart and Killen ash ponds and landfills by a combined $22.5 million based on updated internal analyses that reduced estimated closure costs associated with these ash ponds and landfills. The remaining ARO liability related to Stuart and Killen is included in the Asset retirement obligations balance in the total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets as of September 30, 2019 above. As these plants are no longer in service, the reduction to the ARO liability was also recorded as a credit to depreciation and amortization expense in the same amount. The credit to depreciation and amortization expense is included in operating costs and other expenses of discontinued operations for the nine months ended September 30, 2019 in the table above.

On December 8, 2017, DPL and AES Ohio Generation completed the sale transaction of their entire undivided interest in the Miami Fort Station and the Zimmer Station, which resulted in a gain on sale of $14.0 million for the year ended December 31, 2017. On March 27, 2018, DPL and AES Ohio Generation completed the sale transaction of the Peaker assets to Kimura Power, LLC, which resulted in a loss on sale of $1.9 million for the year ended December 31, 2018. Further, on May 31, 2018, DPL and AES Ohio Generation retired the Stuart Station coal-fired and diesel-fired generating units and the Killen Station coal-fired generating unit and combustion turbine, as planned. Consequently, in the second quarter of 2018, DPL determined that the disposal of this group of components as a whole represents a strategic shift by us to exit generation, and, as such, qualifies to be presented as discontinued operations. Therefore, the results of operations and financial position for this group of components were reported as such in the Consolidated Statements of Operations and Consolidated Balance Sheets for all periods presented.

Previously, on January 1, 2016, DPL closed on the sale of DPLER, its competitive retail business. The sale agreement was signed on December 28, 2015, and DPL received $75.5 million of restricted cash on December 31, 2015 for the sale. DPL recorded a gain on this transaction of $49.2 million in the first quarter of 2016. The gain included the impact of DPLER’s liability to DP&L that transferred with the sale on January 1, 2016. As such, the results of operations of DPLER were also reported as discontinued operations in the Consolidated Statements of Operations for the year ended December 31, 2016.

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	December 31, 2018			December 31, 2017
Restricted cash	$	—		$	1.5
Accounts receivable, net	4.0			37.9
Inventories	—			19.4
Taxes applicable to subsequent years	2.3			7.4
Other prepayments and current assets	2.4			17.4
Property, plant & equipment, net	—			232.2
Intangible assets, net	5.3			5.5
Other deferred assets	—			0.6
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	14.0		$	321.9
Accounts payable	$	3.9		$	25.1
Accrued taxes	3.1			6.3
Other current liabilities	5.2			30.0
Long-term debt (a)	—			0.3
Deferred taxes (b)	(39.8		)	(2.3		)
Taxes payable	2.3			7.4
Pension, retiree and other benefits	9.7			10.6
Asset retirement obligations	90.4			116.6
Other deferred credits	6.6			5.9
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	81.4		$	199.9

(a) Long-term debt relates to capital leases.

(b) Deferred taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, cost of revenues, operating and other expenses and income tax of discontinued operations for the periods indicated:

	Years ended December 31,
$ in millions	2018			2017			2016
Revenues	$	158.6		$	492.9		$	593.0
Cost of revenues	(74.3		)	(249.5		)	(349.6		)
Operating and other expenses	(13.8		)	(195.0		)	(214.6		)
Fixed-asset impairment	—			(175.8		)	(835.2		)
Income / (loss) from discontinued operations	70.5			(127.4		)	(806.4		)
Gain / (loss) from disposal of discontinued operations	(1.6		)	14.0			49.2
Income tax expense / (benefit) from discontinued operations	30.0			(20.3		)	(257.2		)
Net income / (loss) from discontinued operations	$	38.9		$	(93.1	)	$	(500.0	)

Cash flows related to discontinued operations are included in our Consolidated Statements of Cash Flows. Cash flows from operating activities for discontinued operations were $(6.8) million, $126.8 million and $92.3 million for the years ended December 31, 2018, 2017 and 2016, respectively. Cash flows from investing activities for discontinued operations were $233.8 million, $51.8 million and $(56.8) million for the years ended December 31, 2018, 2017 and 2016, respectively.

The PUCO authorized DP&L to maintain long-term debt of $750.0 million or 75% of its rate base, whichever is greater, until January 1, 2018, or to file an application to explain why it would not achieve those metrics. Accordingly, $750.0 million of debt and the pro rata interest expense associated with that debt were allocated to continuing operations. All remaining interest expense is included in the discontinued operations above. The interest expense included in discontinued operations was $0.2 million and $0.5 million for the years December 31, 2017 and 2016, respectively.

AROs of Discontinued Operations

DPL's retired Stuart and Killen generating facilities continue to carry ARO liabilities consisting primarily of river intake and discharge structures, coal unloading facilities, landfills, and ash disposal facilities. In the fourth quarter of 2018, DPL reduced the ARO liability related to the Stuart and Killen ash ponds and landfills by $27.6 million based on updated internal analyses that reduced estimated closure costs associated with these ash ponds and landfills. The remaining ARO liability related to Stuart and Killen is included in the AROs in the total liabilities of the disposal

group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets as of December 31, 2018 above. As these plants are no longer in service, the reduction to the ARO liability was also recorded as a credit to depreciation and amortization expense in the same amount. The credit to depreciation and amortization expense is included in operating and other expenses of discontinued operations for the year ended December 31, 2018 in the table above.

DispositionsBeckjord Facility – On February 26, 2018, DP&L and its co-owners of the retired Beckjord Facility agreed to transfer their interests in the retired Facility to a third party, including their obligations to remediate the Facility and its site, and the transfer occurred on that same date. As a result, DPL recognized a loss on the transfer of $11.7 million and made cash expenditures of $14.5 million, inclusive of cash expenditures for the transfer charges. The Beckjord Facility was retired in 2014, and, as such, the income / (loss) from continuing operations before income tax related to the Beckjord Facility was immaterial for the years ended December 31, 2018, 2017 and 2016, excluding the loss on transfer noted above. Prior to the transfer, the Beckjord Facility was included in the Utility segment.

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 36.8	$ 90.5	$ 24.5
Restricted cash	17.6	21.2	0.4
Accounts receivable, net	69.8	90.5	64.6
Inventories	13.0	10.7	12.7
Taxes applicable to subsequent years	18.2	72.6	71.3
Regulatory Assets, Current	40.2	41.1	23.9
Other prepayments and current assets	9.3	12.9	12.6
Assets held for sale - current	8.3	8.7	315.6
Total current assets	213.2	348.2	525.6
Property, plant and equipment:
Property, plant and equipment	1,664.2	1,615.6	1,544.1
Less: Accumulated depreciation and amortization	(350.3)	(310.8)	(269.1)
Property, plant and equipment, net of depreciation	1,313.9	1,304.8	1,275.0
Construction work in process	94.5	32.2	46.5
Total net property, plant and equipment	1,408.4	1,337.0	1,321.5
Other non-current assets:
Regulatory Assets, Noncurrent	154.7	152.6	163.2
Intangible assets, net of amortization	19.3	18.4	18.8
Other deferred assets	20.5	21.6	13.8
Disposal Group, Including Discontinued Operation, Assets, Noncurrent	0.2	5.3	6.3
Total other non-current assets	194.7	197.9	202.1
Total Assets	1,816.3	1,883.1	2,049.2
LIABILITIES AND SHAREHOLDER'S EQUITY
Current portion - long-term debt	237.6	103.6	4.6
Short-term debt		0.0	10.0
Accounts payable	52.9	58.1	48.9
Accrued interest	27.2	14.3	16.4
Accrued taxes	78.5	76.7	77.3
Customer security deposits	20.3	21.3	21.8
Regulatory Liability, Current	36.5	34.9	14.8
Insurance and claims costs		4.1	3.0
Other current liabilities	21.4	22.0	16.2
Liabilities held for sale - current	9.9	12.2	66.9
Total current liabilities	484.3	343.1	276.9
Non-current liabilities:
Long-term debt	1,223.3	1,372.3	1,700.2
Deferred taxes	119.0	116.1	113.5
Taxes payable	3.7	76.1	74.8
Regulatory Liability, Noncurrent	252.3	278.3	221.2
Pension, retiree and other benefits	73.9	82.3	90.3
Asset Retirement Obligations, Noncurrent	9.5	9.4	15.1
Other deferred credits	7.5	8.0	8.5
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent	52.4	69.2	133.0
Total non-current liabilities	1,741.6	2,011.7	2,356.6
Commitments and contingencies
Common shareholder's equity:
Common stock	0.0	0.0	0.0
Other paid-in capital	2,373.4	2,370.5	2,330.4
Accumulated other comprehensive income/(loss)	0.0	2.2	0.8
Retained earnings / (deficit)	(2,783.0)	(2,844.4)	(2,915.5)
Total common shareholder's equity	(409.6)	(471.7)	(584.3)
Total Liabilities and Shareholder's Equity	$ 1,816.3	$ 1,883.1	$ 2,049.2

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2018
Entity Registrant Name	DPL INC
Entity Central Index Key	0000787250
Document Type	S-4
Amendment Flag	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false

XML

Business Segments

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Segment Reporting Information [Line Items]

Business Segments

Business Segments

DPL has presented the results of operations of Miami Fort Station, Zimmer Station, the Peaker Assets, Stuart Station, and Killen Station as discontinued operations as a group of components for all periods presented. For more information, see Note 14 – Discontinued Operations of Notes to DPL's Condensed Consolidated Financial Statements. As such, AES Ohio Generation only has operating activity coming from its undivided ownership interest in Conesville, which does not meet the thresholds to be a separate reportable operating segment. Therefore, DPL manages its business through one reportable operating segment, the Utility segment. The primary segment performance measure is income / (loss) from continuing operations before income tax as management has concluded that this measure best reflects the underlying business performance of DPL and is the most relevant measure considered in DPL’s internal evaluation of the financial performance of its segment. The Utility segment is discussed further below.

Utility Segment

The Utility segment is comprised of DP&L’s electric transmission and distribution businesses, which distribute electricity to residential, commercial, industrial and governmental customers. DP&L distributes electricity to more than 524,000 retail customers located in a 6,000-square mile area of West Central Ohio. DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses recording regulatory assets when incurred costs are expected to be recovered in future customer rates and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs. The Utility segment includes revenues and costs associated with our investment in OVEC and the historical results of DP&L’s Beckjord Facility, which was closed in 2014 and transferred to a third party in the first quarter of 2018, and Hutchings Coal generating facility, which was closed in 2013. These assets did not transfer to AES Ohio Generation as part of DP&L's Generation Separation on October 1, 2017. Thus, they are grouped within the Utility segment for segment reporting purposes. In addition, regulatory deferrals and collections, which include fuel deferrals in historical periods, are included in the Utility segment.

Included within the “Other” column are other businesses that do not meet the GAAP requirements for disclosure as reportable segments as well as certain corporate costs, which include interest expense and loss on early extinguishment of debt on DPL's long-term debt as well as adjustments related to purchase accounting from the Merger. DPL's undivided interest in Conesville is included within the "Other" column as it does not meet the requirement for disclosure as a reportable operating segment, since the results of operations of the other EGUs are presented as discontinued operations. The accounting policies of the reportable segment are the same as those described in Note 1 – Overview and Summary of Significant Accounting Policies of our 10-K. Intersegment sales, costs of sales and expenses are eliminated in consolidation. Certain shared and corporate costs are allocated between "Other" and the Utility reporting segment.

The following tables present financial information for DPL’s Utility reportable business segment:

$ in millions	Utility		Other			Adjustments and Eliminations			DPL Consolidated
Three months ended September 30, 2019
Revenues from external customers	$	190.9	$	8.1		$	—		$	199.0
Intersegment revenues	0.2		0.8			(1.0		)	—
Total revenues	$	191.1	$	8.9		$	(1.0	)	$	199.0
Depreciation and amortization	$	17.4	$	0.3		$	—		$	17.7
Interest expense	$	6.1	$	12.2		$	—		$	18.3
Income / (loss) from continuing operations before income tax	$	37.7	$	(11.2	)	$	—		$	26.5
Cash capital expenditures	$	58.9	$	0.1		$	—		$	59.0
$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Three Months Ended September 30, 2018
Revenues from external customers	$	198.5	$	9.2		$	—		$	207.7
Intersegment revenues	0.2		0.7			(0.9		)	—
Total revenues	$	198.7	$	9.9		$	(0.9	)	$	207.7
Depreciation and amortization	$	19.1	$	0.6		$	—		$	19.7
Interest expense	$	5.8	$	16.8		$	—		$	22.6
Income / (loss) from continuing operations before income tax	$	37.5	$	(17.7	)	$	—		$	19.8
Cash capital expenditures	$	20.5	$	4.6		$	—		$	25.1
$ in millions	Utility		Other			Adjustments and Eliminations			DPL Consolidated
Nine months ended September 30, 2019
Revenues from external customers	$	569.4	$	22.8		$	—		$	592.2
Intersegment revenues	0.8		2.4			(3.2		)	—
Total revenues	$	570.2	$	25.2		$	(3.2	)	$	592.2
Depreciation and amortization	$	52.9	$	1.2		$	—		$	54.1
Interest expense	$	19.9	$	43.8		$	—		$	63.7
Loss on early extinguishment of debt	$	—	$	44.9		$	—		$	44.9
Income / (loss) from continuing operations before income tax	$	108.8	$	(85.8	)	$	—		$	23.0
Cash capital expenditures	$	121.1	$	1.3		$	—		$	122.4
$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Nine months ended September 30, 2018
Revenues from external customers	$	562.9	$	28.6		$	—		$	591.5
Intersegment revenues	0.6		2.1			(2.7		)	—
Total revenues	$	563.5	$	30.7		$	(2.7	)	$	591.5
Depreciation and amortization	$	56.5	$	2.3		$	—		$	58.8
Interest expense	$	20.5	$	53.9		$	—		$	74.4
Income / (loss) from continuing operations before income tax	$	73.9	$	(60.2	)	$	—		$	13.7
Cash capital expenditures	$	65.0	$	10.8		$	—		$	75.8

(a) "Other" includes Cash capital expenditures related to assets of discontinued operations and held-for-sale businesses for the three and nine months ended September 30, 2018.

Total Assets	September 30, 2019		December 31, 2018
Utility	$	1,779.4	$	1,819.6
All Other (a)	36.9		63.5
DPL Consolidated	$	1,816.3	$	1,883.1

(a)

"All Other" includes Total assets related to the assets of discontinued operations and held-for-sale businesses and Eliminations for all periods presented.

Beginning with the second quarter of 2018, DPL has presented the results of operations of Miami Fort Station, Zimmer Station, the Peaker Assets, Stuart Station and Killen Station as discontinued operations as a group of components for all periods presented. For more information, see Note 15 – Discontinued Operations of Notes to DPL's Consolidated Financial Statements. AES Ohio Generation now only has operating activity coming from its

undivided ownership interest in Conesville, which does not meet the threshold to be a separate reportable operating segment. Because of this, DPL now manages its business through only one reportable operating segment, the Utility segment. The primary segment performance measure is income / (loss) from continuing operations before income tax as management has concluded that this measure best reflects the underlying business performance of DPL and is the most relevant measure considered in DPL’s internal evaluation of the financial performance of its segments. The Utility segment is discussed further below:

Utility Segment

The Utility segment is comprised primarily of DP&L’s electric transmission and distribution businesses, which distribute electricity to residential, commercial, industrial and governmental customers. DP&L distributes electricity to more than 525,000 retail customers who are located in a 6,000 square mile area of West Central Ohio. DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs. The Utility segment includes revenues and costs associated with our investment in OVEC and the historical results of DP&L’s Beckjord Facility, which was closed in 2014 and transferred to a third party in the first quarter of 2018, and the Hutchings EGU, which was closed in 2013. These assets did not transfer to AES Ohio Generation as part of DP&L's Generation Separation on October 1, 2017. Thus, they are grouped within the Utility segment for segment reporting purposes. In addition, regulatory deferrals and collections, which include fuel deferrals in historical periods, are included in the Utility segment.

Included within the “Other” column are other businesses that do not meet the GAAP requirements for disclosure as reportable segments as well as certain corporate costs, which include interest expense on DPL’s long-term debt and adjustments related to purchase accounting from the Merger. DPL's undivided interest in Conesville is now included within the "Other" column as it no longer meets the requirement for disclosure as a reportable operating segment, since the results of operations of the other generation plants are now presented as discontinued operations. The accounting policies of the reportable segments are the same as those described in Note 1 – Overview and Summary of Significant Accounting Policies. Intersegment sales and profits are eliminated in consolidation. Certain shared and corporate costs are allocated among reporting segments.

The following tables present financial information for DPL’s reportable business segment:

$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Year ended December 31, 2018
Revenues from external customers	$	737.8	$	38.1		$	—		$	775.9
Intersegment revenues	0.9		2.9			(3.8		)	—
Total revenues	$	738.7	$	41.0		$	(3.8	)	$	775.9
Depreciation and amortization	$	74.5	$	(1.4	)	$	—		$	73.1
Fixed-asset impairment	$	—	$	2.8		$	—		$	2.8
Interest expense	$	27.3	$	70.7		$	—		$	98.0
Income / (loss) from continuing operations before income tax	$	104.4	$	(72.5	)	$	—		$	31.9
Cash capital expenditures	$	93.1	$	10.5		$	—		$	103.6
Total assets (end of year)	$	1,819.6	$	545.9		$	(482.4	)	$	1,883.1

$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Year ended December 31, 2017
Revenues from external customers	$	718.9	$	25.0		$	—		$	743.9
Intersegment revenues	1.1		4.4			(5.5		)	—
Total revenues	$	720.0	$	29.4		$	(5.5	)	$	743.9
Depreciation and amortization	$	75.3	$	0.8		$	—		$	76.1
Interest expense	$	30.5	$	79.5		$	—		$	110.0
Income / (loss) from continuing operations before income tax	$	88.5	$	(95.0	)	$	—		$	(6.5	)
Cash capital expenditures	$	85.6	$	35.9		$	—		$	121.5
Total assets (end of year)	$	1,695.9	$	736.5		$	(383.2	)	$	2,049.2

$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Year ended December 31, 2016
Revenues from external customers	$	806.7	$	27.5		$	—		$	834.2
Intersegment revenues	1.3		5.7			(7.0		)	—
Total revenues	$	808.0	$	33.2		$	(7.0	)	$	834.2
Depreciation and amortization	$	71.0	$	2.6		$	—		$	73.6
Fixed-asset impairment	$	—	$	23.9		$	—		$	23.9
Interest expense	$	25.4	$	82.3		$	(0.3	)	$	107.4
Income / (loss) from continuing operations before income tax	$	143.0	$	(130.6	)	$	—		$	12.4
Cash capital expenditures	$	83.4	$	65.1		$	—		$	148.5
Total assets (end of year)	$	1,710.5	$	1,145.9		$	(437.2	)	$	2,419.2

(a)

"Other" includes Cash capital expenditures and Total assets related to the assets of discontinued operations and held-for-sale businesses for all periods presented.

XML

Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Common Stock, Shares Authorized	1,500	1,500
THE DAYTON POWER AND LIGHT COMPANY [Member]
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common Stock, Shares Authorized		50,000,000

XML

Revenue (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Disaggregation of Revenue [Table Text Block]

The following table presents our revenue from contracts with customers and other revenue by segment for the three and nine months ended September 30, 2019 and 2018:

$ in millions	Utility		Other			Adjustments and Eliminations			Total
	Three Months Ended September 30, 2019
Retail revenue
Retail revenue from contracts with customers	$	170.5	$	—		$	—		$	170.5
Other retail revenue (a)	3.8		—			—			3.8
Wholesale revenue
Wholesale revenue from contracts with customers	4.4		5.0			(0.2		)	9.2
RTO ancillary revenue	11.0		0.1			—			11.1
Capacity revenue	1.1		1.1			—			2.2
Miscellaneous revenue from contracts with customers (b)	—		2.0			—			2.0
Miscellaneous revenue	0.3		0.7			(0.8		)	0.2
Total revenues	$	191.1	$	8.9		$	(1.0	)	$	199.0
	Three Months Ended September 30, 2018
Retail revenue
Retail revenue from contracts with customers	$	168.4	$	—		$	(0.4	)	$	168.0
Other retail revenue (a)	12.6		—			—			12.6
Wholesale revenue
Wholesale revenue from contracts with customers	4.9		5.6			—			10.5
RTO ancillary revenue	10.8		(0.1		)	—			10.7
Capacity revenue	2.0		1.7			—			3.7
Miscellaneous revenue from contracts with customers (b)	—		2.2			—			2.2
Miscellaneous revenue	—		0.5			(0.5		)	—
Total revenues	$	198.7	$	9.9		$	(0.9	)	$	207.7
	Nine months ended September 30, 2019
Retail revenue
Retail revenue from contracts with customers	$	503.8	$	—		$	—		$	503.8
Other retail revenue (a)	14.9		—			—			14.9
Wholesale revenue
Wholesale revenue from contracts with customers	12.8		11.4			(0.8		)	23.4
RTO ancillary revenue	32.8		0.2			—			33.0
Capacity revenue	5.0		4.2			—			9.2
Miscellaneous revenue from contracts with customers (b)	—		7.1			—			7.1
Miscellaneous revenue	0.9		2.3			(2.4		)	0.8
Total revenues	$	570.2	$	25.2		$	(3.2	)	$	592.2
	Nine months ended September 30, 2018
Retail revenue
Retail revenue from contracts with customers	$	469.3	$	—		$	(0.8	)	$	468.5
Other retail revenue (a)	31.4		—			—			31.4
Wholesale revenue
Wholesale revenue from contracts with customers	24.6		16.7			—			41.3
RTO ancillary revenue	32.4		0.1			—			32.5
Capacity revenue	5.8		4.7			—			10.5
Miscellaneous revenue from contracts with customers (b)	—		7.3			—			7.3
Miscellaneous revenue	—		1.9			(1.9		)	—
Total revenues	$	563.5	$	30.7		$	(2.7	)	$	591.5

(a) Other retail revenue primarily includes alternative revenue programs not accounted for under FASC 606.

(b)

Miscellaneous revenue from contracts with customers primarily includes revenues for various services provided by Miami Valley Lighting.

DPL's revenue from contracts with customers was $743.8 million for the year ended December 31, 2018. The following table presents our revenue from contracts with customers and other revenue by segment for the year ended December 31, 2018:

$ in millions	Utility		Other		Adjustments and Eliminations			Total
	Year ended December 31, 2018
Retail Revenue
Retail revenue from contracts with customers	$	625.8	$	—	$	(1.0	)	$	624.8
Other retail revenues (a)	32.1		—		—			32.1
Wholesale Revenue
Wholesale revenue from contracts with customers	29.9		22.1		—			52.0
RTO revenue	43.1		0.1		—			43.2
RTO capacity revenues	7.8		6.6		—			14.4
Other revenues from contracts with customers (b)	—		9.4		—			9.4
Other revenues	—		2.8		(2.8		)	—
Total revenues	$	738.7	$	41.0	$	(3.8	)	$	775.9

(a) Other retail revenue primarily includes alternative revenue programs not accounted for under FASC 606.

(b)

Other revenues from contracts with customers primarily includes revenues for various services provided by Miami Valley Lighting.

XML

Overview and Summary of Significant Accounting Policies (Narrative) (Details) $ in Millions			3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 31, 2019 employee	Jan. 01, 2018 USD ($)	Sep. 30, 2019 USD ($) employee segment	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) mi² employee customer generating_facility	Sep. 30, 2018 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($) mi² segment customer	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Significant Accounting Policies [Line Items]
Other Investments								$ 0.2	$ 0.3
Cash and Cash Equivalents, at Carrying Value			$ 36.8		$ 36.8			90.5	24.5
Restricted Cash and Cash Equivalents, Current			$ 17.6		$ 17.6			21.2	0.4
Capitalized Software, estimated amortization expense for year after next								$ 3.2
Number of reportable segments | segment			1					1
Service area, square miles | mi²								6,000
Entity number of employees | employee			653		653
Capitalized interest for unregulated generation property								$ 0.5	$ 1.7	$ 2.1
Straight-line depreciation average annual composite basis (percent)								4.30%	5.00%	6.10%
Depreciation and amortization			$ 17.7	$ 19.7	$ 54.1	$ 58.8		$ 73.1	$ 76.1	$ 73.6
Insurance and claims costs								4.1	3.0
Insurance costs below coverage thresholds of third-party providers								$ 4.3	4.4
Percentage Of Employees Under Collective Bargaining Agreement					57.00%
Finite-Lived Intangible Asset, Useful Life								7 years
Capitalized Computer Software, Amortization								$ 6.6	5.7	6.6
Capitalized Software, estimated amortization over remaining useful life								15.0
Capitalized Software, estimated amortization expense for next twelve months								4.2
Capitalized Software, estimated amortization expense for three years in the future								3.0
Capitalized Software, estimated amortization expense for four years in the future								2.6
Capitalized Software, estimated amortization expense for five years in the future								2.0
AOCI reclassed to Retained Earnings before tax		$ 1.6
AOCI reclassed to Retained Earnings, net of tax		$ 1.0						(1.0)
Restricted Cash and Cash Equivalents			54.4	87.4	$ 54.4	87.4		$ 111.7	24.9	54.6	$ 80.3
Public Utilities, Property, Plant and Equipment, Generation or Processing			$ 0.0		$ 0.0
THE DAYTON POWER AND LIGHT COMPANY [Member]
Significant Accounting Policies [Line Items]
Number Of Generating Facilities | generating_facility					1
Approximate number of retail customers | customer					524,000			525,000
Service area, square miles | mi²					6,000			6,000
Entity number of employees | employee			642		642
Note to DPL Capital Trust II Maturing in 2031 - 8.125% [Member]
Significant Accounting Policies [Line Items]
Note payable to trust			$ 15.6		$ 15.6			$ 15.6	15.6
Subsequent Event [Member]
Significant Accounting Policies [Line Items]
Entity number of employees | employee	659
Employees under collective bargaining agreement (percent)	57.00%
Subsequent Event [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Significant Accounting Policies [Line Items]
Entity number of employees | employee	647
Electric Generation, Transmission and Distribution Equipment [Member]
Significant Accounting Policies [Line Items]
Depreciation and amortization								66.5	70.4	67.0
Pension [Member]
Significant Accounting Policies [Line Items]
Service cost			0.9	1.5	2.7	4.5		6.1	5.7	5.7
Interest cost			3.7	$ 3.4	11.2	10.3		13.8	14.2	14.7
Pension [Member] | Scenario, Forecast [Member]
Significant Accounting Policies [Line Items]
Service cost							$ 5.4
Accounting Standards Update 2016-13 [Member]
Significant Accounting Policies [Line Items]
Accounts Receivable, before Allowance for Credit Loss, Current			$ 70.2		$ 70.2
Adjustments for New Accounting Pronouncement [Member]
Significant Accounting Policies [Line Items]
Non-service Pension Costs									2.2	3.2
Increase (Decrease) in Restricted Cash									$ 27.1	$ (11.8)
AOCI reclassed to Retained Earnings before tax						1.6		1.6
AOCI reclassed to Retained Earnings, net of tax						$ 1.0		$ 1.0

XML

Debt (Long-term Debt) (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018	May 07, 2019	Mar. 31, 2019	Mar. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months		$ 103.6
Debt Issuance Costs, Net	$ 5.8	4.3
Disposal Group, Including Discontinued Operations, Long-Term Debt		0.0				$ (0.3)
Unamortized Deferred Financing Costs		(4.3)				(6.8)
Long-term Debt	1,362.9	1,475.9
Debt Instrument, Unamortized Discount (Premium), Net	(1.1)	(0.5)				(0.6)
Total long-term debt at subsidary		586.1				646.6
Less: current portion	(139.6)	(103.6)				(4.6)
Long-term debt, net of current portion	1,223.3	1,372.3				1,700.2
Long-term Debt, Maturities, Repayments of Principal in Year Two		144.7
Long-term Debt, Maturities, Repayments of Principal in Year Three		784.7
Long-term Debt, Maturities, Repayments of Principal in Year Four		422.8
Long-term Debt, Maturities, Repayments of Principal in Year Five		0.2
Long-term Debt, Maturities, Repayments of Principal after Year Five		32.4
Total Maturities Before Unamortized Adjustments		1,488.4
Unamortized adjustments to market value from purchase accounting		1.9
Unamortized Deferred Financing Costs, Consolidated		(10.6)
Long Term Debt Maturities Repayments Of Principal, Total		1,475.9
THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Deferred Finance Costs, Net, Including Acquisition Adjustments	5.7	6.3
Unamortized Deferred Financing Costs (Subsidiary)		(6.3)				(9.8)
Debt Instrument, Unamortized Discount (Premium), Net	(2.7)	(1.4)				(2.0)
Total long-term debt at subsidary	$ 574.2	586.1
Term Loan Maturing 2022 [Domain]
Debt Instrument [Line Items]
Debt instrument maturity year	Aug. 24, 2022
Term Loan Maturing 2022 [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 0.0	436.1
Term Loan Maturing 2022 (DPL) [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 436.1				440.6
Debt instrument maturity year		Aug. 24, 2022
Tax-exempt First Mortgage Bonds - rates from: 2.49% - 2.93% (a) and 1.29% - 1.42% (b)
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 140.0	$ 140.0				200.0
Debt instrument maturity year		Aug. 01, 2020
U.S. Government note maturing in 2061 - 4.20% [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 17.7				17.8
Debt instrument maturity year	Feb. 01, 2061	Feb. 01, 2061
Debt instrument interest percentage	4.20%
U.S. Government note maturing in 2061 - 4.20% [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 17.6	$ 17.7
Senior Unsecured Notes At6.80 Maturing On October2019 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 99.0			$ 200.0
Debt instrument maturity year	Oct. 01, 2019
Debt instrument interest percentage	6.75%	6.75%		6.75%
Bank Term Loan Maturing July 2020 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 0.0				70.0
Bank Term Loan maturing in May 2018 [Member]
Debt Instrument [Line Items]
Debt instrument maturity year		Jul. 31, 2020
Five Year Senior Unsecured Notes At6.75 Maturing October152019 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 99.0				200.0
Debt instrument maturity year		Oct. 01, 2019
Debt instrument interest percentage		6.75%
Senior Unsecured Bonds at 7.25% maturing in 2021 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 380.0	$ 780.0	$ 380.0			780.0
Debt instrument maturity year	Oct. 01, 2021	Oct. 01, 2021
Debt instrument interest percentage	7.25%	7.25%		7.25%
4.35% Senior Notes due 2029 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 400.0
Debt instrument maturity year	Apr. 15, 2029
Debt instrument interest percentage	4.35%
Note to DPL Capital Trust II Maturing in 2031 - 8.125% [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 15.6	$ 15.6				$ 15.6
Debt instrument maturity year	Sep. 01, 2031	Sep. 01, 2031
Debt instrument interest percentage	8.125%	8.125%
3.95% Senior Notes due 2049 [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 425.0
Debt instrument maturity year	Jun. 15, 2049
Debt instrument interest percentage	3.95%
Variable Rate Notes Backed by Term Loan and First Mortgage Bonds [Member]
Debt Instrument [Line Items]
Debt instrument maturity year	Aug. 01, 2020
Variable Rate Notes Backed by Term Loan and First Mortgage Bonds [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 140.0	$ 140.0
Minimum [Member] | Term Loan Maturing 2022 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum (Deprecated 2016-01-31)	4.50%
Debt instrument interest percentage		4.01%
Minimum [Member] | Term Loan Maturing 2022 (DPL) [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum (Deprecated 2016-01-31)		3.57%				4.00%
Minimum [Member] | Pollution control series Maturing in 2040 - rates from: 0.02% - 0.12% and 0.04% - 0.15%
Debt Instrument [Line Items]
Debt instrument interest percentage	2.97%
Minimum [Member] | Tax-exempt First Mortgage Bonds - rates from: 2.49% - 2.93% (a) and 1.29% - 1.42% (b)
Debt Instrument [Line Items]
Debt instrument interest percentage		2.49%				1.29%
Minimum [Member] | Bank Term Loan maturing in May 2018 [Member]
Debt Instrument [Line Items]
Debt instrument interest percentage		3.02%				2.67%
Minimum [Member] | Variable Rate Notes Backed by Term Loan and First Mortgage Bonds [Member]
Debt Instrument [Line Items]
Debt instrument interest percentage		1.52%
Maximum [Member] | Term Loan Maturing 2022 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum (Deprecated 2016-01-31)		4.60%
Debt instrument interest percentage	4.53%
Maximum [Member] | Term Loan Maturing 2022 (DPL) [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum (Deprecated 2016-01-31)		4.82%				4.60%
Maximum [Member] | Pollution control series Maturing in 2040 - rates from: 0.02% - 0.12% and 0.04% - 0.15%
Debt Instrument [Line Items]
Debt instrument interest percentage	3.07%
Maximum [Member] | Tax-exempt First Mortgage Bonds - rates from: 2.49% - 2.93% (a) and 1.29% - 1.42% (b)
Debt Instrument [Line Items]
Debt instrument interest percentage		2.93%				1.42%
Maximum [Member] | Bank Term Loan maturing in May 2018 [Member]
Debt Instrument [Line Items]
Debt instrument interest percentage		4.10%				3.02%
Maximum [Member] | Variable Rate Notes Backed by Term Loan and First Mortgage Bonds [Member]
Debt Instrument [Line Items]
Debt instrument interest percentage		1.92%
Debt [Member]
Debt Instrument [Line Items]
Long-term Debt and Capital Lease Obligations, Including Current Maturities		$ 1,475.9				$ 1,704.8

XML

Generation Separation (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Long Term Indebtedness, Less than or Equal to					$ 750.0		$ 750.0
Debt Percentage of Rate Base							75.00%
Cash Provided by (Used in) Operating Activities, Discontinued Operations	$ (0.5)	$ (7.2)	$ 12.4	$ 37.2	(6.8)		$ 126.8	$ 92.3
Cash Provided by (Used in) Investing Activities, Discontinued Operations	0.0		0.0	233.8	233.8		51.8	(56.8)
Disposal Group, Including Discontinued Operation, Restricted Cash					0.0		1.5
Accounts receivable, net	6.8		6.8		4.0		37.9
Disposal Group, Including Discontinued Operation, Inventory					0.0		19.4
Disposal Group, Including Discontinued Operations, Taxes Applicable to Subsequent Years	0.6		0.6		2.3		7.4
Property, plant & equipment, net					0.0		232.2
Intangible assets, net	0.2		0.2		5.3		5.5
Total assets of the disposal group classified as held for sale in the balance sheets	8.5		8.5		14.0		321.9
Accounts payable	4.3		4.3		3.9		25.1
Disposal Group, Including Discontinued Operation, Accrued Income Tax Payable	2.4		2.4		3.1		6.3
Disposal Group, Including Discontinued Operations, Long-Term Debt					0.0		0.3
Disposal Group, Including Discontinued Operation, Taxes Payable	0.0		0.0		2.3		7.4
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities	(33.2)		(33.2)		(39.8)		(2.3)
Disposal Group, Including Discontinued Operation, Pension Plan Benefit Obligation	0.0		0.0		9.7		10.6
Asset Retirement Obligation, Held for Sale	70.4		70.4		90.4		116.6
Total liabilities of the disposal group classified as held for sale in the balance sheets	62.3		62.3		81.4		199.9
Revenues	10.1	15.6	41.0	141.8	158.6		492.9	593.0
Cost of revenues					(74.3)		(249.5)	(349.6)
Disposal Group, Including Discontinued Operation, Operating and Other Expenses	(10.5)	(10.6)	(8.2)	(105.1)	(13.8)		(195.0)	(214.6)
Disposal Group, Including Discontinued Operation, Fixed-Asset Impairment					0.0		(175.8)	(835.2)
Income / (loss) from discontinued operations before income tax	(0.4)	5.0	32.8	36.7	70.5		(127.4)	(806.4)
Discontinued Operation, Tax Effect of Discontinued Operation	0.1	1.0	7.1	5.9	30.0		(20.3)	(257.2)
Net income / (loss) from discontinued operations	$ (0.5)	$ 4.3	$ 25.8	$ 29.2	$ 38.9		(93.1)	(500.0)
Disposal Group, Including Discontinued Operation, Interest Expense							$ 0.2	$ 0.5
THE DAYTON POWER AND LIGHT COMPANY [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Long Term Indebtedness, Less than or Equal to						$ 750.0

XML

Derivative Instruments and Hedging Activities (Gains or Losses Recognized in AOCI for the Cash Flow Hedges) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Forward Contract Power [Member]
Beginning accumulated derivative gain / (loss) in AOCI	$ 0.4	$ 0.0	$ 0.4	$ (2.8)	$ (2.8)	$ (4.3)	$ 9.2
Net gains / (losses) associated with current period hedging transactions	0.0	0.0	0.0	0.0	0.0	8.8	15.7
Ending accumulated derivative gain / (loss) in AOCI	0.0	0.0	0.0	0.0	0.4	(2.8)	(4.3)
Portion expected to be reclassified to earnings in the next twelve months					$ 0.0
Maximum length of time that we are hedging our exposure to variability in future cash flows related to forecasted transactions (in months)					0 months
Interest Rate Contract [Member]
Beginning accumulated derivative gain / (loss) in AOCI	15.3	17.4	$ 16.6	17.5	$ 17.5	17.4	17.5
Net gains / (losses) associated with current period hedging transactions	(0.2)	0.1	(1.0)	0.4	(0.1)	0.8	0.4
Ending accumulated derivative gain / (loss) in AOCI	14.7	17.3	14.7	17.3	16.6	17.5	17.4
Portion expected to be reclassified to earnings in the next twelve months	(1.2)		$ (1.2)		$ (0.8)
Maximum length of time that we are hedging our exposure to variability in future cash flows related to forecasted transactions (in months)			11 months		20 months
Interest Expense [Member] | Forward Contract Power [Member]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	0.0	0.0	$ 0.0	0.0	$ 0.0	0.0	0.0
Interest Expense [Member] | Interest Rate Contract [Member]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	(0.4)	(0.2)	(0.9)	(0.6)	(0.8)	(0.7)	(0.5)
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Forward Contract Power [Member]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net					3.2	(7.3)	(29.2)
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Interest Rate Contract [Member]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net					$ 0.0	$ 0.0	$ 0.0
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | Forward Contract Power [Member]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	(0.4)	0.0	(0.4)	2.8
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | Interest Rate Contract [Member]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	$ 0.0	$ 0.0	$ 0.0	$ 0.0

XML

Fair Value Measurements (Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis) (Details) - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	$ 1,408.4		$ 1,337.0	$ 1,321.5
Fixed-asset impairment (Note 14)	$ 0.0	$ 2.8	$ 2.8	$ 0.0	$ 23.9
Conesville [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value					25.0
Conesville [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets held and used, fair value					0.0
Conesville [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets held and used, fair value					0.0
Conesville [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed-asset impairment (Note 14)					23.9
Conesville [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets held and used, fair value					$ 1.1

XML

Business Segments (Narrative) (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2019 mi² segment customer	Dec. 31, 2018 mi² segment customer
Segment Reporting Information [Line Items]
Service area, square miles		6,000
THE DAYTON POWER AND LIGHT COMPANY [Member]
Segment Reporting Information [Line Items]
Number of Operating Segments | segment	1	1
Approximate number of retail customers | customer	524,000	525,000
Service area, square miles	6,000	6,000

XML

Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions	Total	Common Stock [Member]	Other Paid-In Capital [Member]	Reclassification out of Accumulated Other Comprehensive Income [Member]	Accumulated Other Comprehensive Income/(Loss) [Member]	Retained Earnings [Member]	Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]	THE DAYTON POWER AND LIGHT COMPANY [Member]
Other Comprehensive Income (Loss), Net of Tax	$ (17.1)
Balance at Dec. 31, 2015	(80.6)	$ 0.0	$ 2,237.7		$ 17.4	$ (2,335.7)
Balance (in shares) at Dec. 31, 2015		1
Net comprehensive income/ (loss)	(502.3)
Net loss	(485.2)
Other	(4.7)		(4.7)
Balance at Dec. 31, 2016	(587.6)	$ 0.0	2,233.0		0.3	(2,820.9)
Balance (in shares) at Dec. 31, 2016		1
Non-cash capital contribution	0.0
Other Comprehensive Income (Loss), Net of Tax	0.5						$ 1.6
Preferred Stock Redemption Premium	5.1
Net comprehensive income/ (loss)	(94.1)
Net loss	(94.6)
Other	0.3		0.3
Balance at Dec. 31, 2017	(584.3)	$ 0.0	2,330.4		0.8	(2,915.5)
Balance (in shares) at Dec. 31, 2017		1
Non-cash capital contribution	$ 97.1		97.1
Common Stock, Shares Authorized	1,500
Other Comprehensive Income (Loss), Net of Tax					3.3
Net comprehensive income/ (loss)	$ 20.2
Net loss						16.9
Other	0.0				(1.0)	1.0
Balance at Mar. 31, 2018	(519.5)	$ 0.0	2,375.0		3.1	(2,897.6)
Balance (in shares) at Mar. 31, 2018		1
Non-cash capital contribution	44.6		44.6
Other Comprehensive Income (Loss), Net of Tax	3.0
Balance at Dec. 31, 2017	(584.3)	$ 0.0	2,330.4		0.8	(2,915.5)
Balance (in shares) at Dec. 31, 2017		1
Net comprehensive income/ (loss)	44.4
Balance at Sep. 30, 2018	(509.5)	$ 0.0	2,360.8		2.8	(2,873.1)
Balance (in shares) at Sep. 30, 2018		1
Non-cash capital contribution	30.2
AOCI reclassed to Retained Earnings before tax | Adjustments for New Accounting Pronouncement [Member]	1.6
AOCI reclassed to Retained Earnings, net of tax | Adjustments for New Accounting Pronouncement [Member]	1.0
Other Comprehensive Income (Loss), Net of Tax	2.4						2.3
Balance at Dec. 31, 2017	(584.3)	$ 0.0	2,330.4		0.8	(2,915.5)
Balance (in shares) at Dec. 31, 2017		1
Net comprehensive income/ (loss)	72.5
Net loss	70.1
Other	0.1		0.1	$ (1.0)		1.0
Balance at Dec. 31, 2018	(471.7)	$ 0.0	2,370.5		2.2	(2,844.4)
Balance (in shares) at Dec. 31, 2018		1
Non-cash capital contribution	40.0		40.0
AOCI reclassed to Retained Earnings before tax | Adjustments for New Accounting Pronouncement [Member]	1.6
AOCI reclassed to Retained Earnings, net of tax	(1.0)						0.0
AOCI reclassed to Retained Earnings, net of tax | Adjustments for New Accounting Pronouncement [Member]	1.0
Other Comprehensive Income (Loss), Net of Tax					(0.3)
Balance at Mar. 31, 2018	(519.5)	$ 0.0	2,375.0		3.1	(2,897.6)
Balance (in shares) at Mar. 31, 2018		1
Net comprehensive income/ (loss)	3.2
Net loss						3.5
Other	0.1		0.1
Balance at Jun. 30, 2018	(534.1)	$ 0.0	2,357.2		2.8	(2,894.1)
Balance (in shares) at Jun. 30, 2018		1
Non-cash capital contribution	$ (17.9)		(17.9)
Common Stock, Shares Authorized	1,500
Other Comprehensive Income (Loss), Net of Tax	$ 0.0
Net comprehensive income/ (loss)	21.0
Net loss	21.0
Other	0.1		0.1
Balance at Sep. 30, 2018	(509.5)	$ 0.0	2,360.8		2.8	(2,873.1)
Balance (in shares) at Sep. 30, 2018		1
Non-cash capital contribution	$ 3.5		3.5
Common Stock, Shares Authorized	1,500							50,000,000
Other Comprehensive Income (Loss), Net of Tax					(0.4)
Balance at Dec. 31, 2018	$ (471.7)	$ 0.0	2,370.5		2.2	(2,844.4)
Balance (in shares) at Dec. 31, 2018		1
Net comprehensive income/ (loss)	41.7
Net loss						42.1
Other	0.1		0.1
Balance at Mar. 31, 2019	(428.4)	$ 0.0	2,372.1		1.8	(2,802.3)
Balance (in shares) at Mar. 31, 2019		1
Non-cash capital contribution	1.5		1.5
Other Comprehensive Income (Loss), Net of Tax	(2.2)						$ (2.3)
Balance at Dec. 31, 2018	(471.7)	$ 0.0	2,370.5		2.2	(2,844.4)
Balance (in shares) at Dec. 31, 2018		1
Net comprehensive income/ (loss)	59.2
Balance at Sep. 30, 2019	(409.6)	$ 0.0	2,373.4		0.0	(2,783.0)
Balance (in shares) at Sep. 30, 2019		1
Non-cash capital contribution	2.7
Other Comprehensive Income (Loss), Net of Tax					(0.8)
Balance at Mar. 31, 2019	(428.4)	$ 0.0	2,372.1		1.8	(2,802.3)
Balance (in shares) at Mar. 31, 2019		1
Net comprehensive income/ (loss)	(16.9)
Net loss						(16.1)
Balance at Jun. 30, 2019	(446.8)	$ 0.0	2,370.6		1.0	(2,818.4)
Balance (in shares) at Jun. 30, 2019		1
Non-cash capital contribution	(1.5)		(1.5)
Other Comprehensive Income (Loss), Net of Tax	(1.0)
Net comprehensive income/ (loss)	34.4
Net loss	35.4
Other	0.1		0.1
Balance at Sep. 30, 2019	(409.6)	$ 0.0	2,373.4		$ 0.0	$ (2,783.0)
Balance (in shares) at Sep. 30, 2019		1
Non-cash capital contribution	$ 2.7		$ 2.7
Common Stock, Shares Authorized	1,500

XML

Consolidated Statements of Comprehensive Income/(Loss) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income tax (expense)/benefit on unrealized gains (losses) related to available-for-sale securities	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ (0.2)	$ (0.1)
Other Comprehensive Income (Loss), Reclassification Adjustment for Sale of Securities Included in Net Income, Tax	0.0	0.0	0.0	0.0
AOCI reclassed to Retained Earnings, income tax	0.0	0.0	0.0	0.0
Income tax (expense)/benefit on unrealized gains (losses) related to derivative activity	0.1	0.0	(0.1)	0.2	0.1	(5.3)	(8.8)
Income tax (expense)/benefit on reclassification of earnings related to derivative activity	(0.1)	0.1	0.0	0.3	0.4	0.3	0.5
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives Related to Discontinued Operations, Tax	(0.4)	0.0	(0.4)	(1.5)	(1.2)	4.1	16.2
Income tax (expense)/benefit on prior service cost related to pension and postretirement activity	0.0	0.0	0.0	0.0	0.6	0.4	0.0
Income tax (expense)/benefit on net loss related to pension and postretirement activity	0.0	0.0	0.0	0.0	(0.5)	1.1	2.4
Income tax (expense)/benefit on reclassification of earnings related to pension and postretirement activity					$ (0.2)	$ (0.5)	$ (0.6)
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, Tax	$ (0.1)	$ (0.1)	$ (0.1)	$ (0.1)

XML

Fixed Asset Impairment

12 Months Ended

Dec. 31, 2018

Entity Information [Line Items]

Fixed-asset Impairment

Fixed-asset impairments

During the fourth quarter of 2016, we tested the recoverability of our long-lived coal-fired generation assets. Lower forward dark spreads and capacity prices, along with the indicators at the other coal-fired facilities, collectively, resulted in an indicator of impairment for the Conesville asset group. We performed a long-lived asset impairment analysis for the Conesville asset group and determined that its carrying amount was not recoverable. The Conesville coal-fired facility asset group was determined to have a fair value of $1.1 million using the income approach. As a result, DPL recognized a total pre-tax asset impairment expense of $23.9 million.

During the year ended December 31, 2018, DPL recognized a total pre-tax asset impairment expense of $2.8 million for the Conesville asset group, as it was determined that additional amounts capitalized in 2018 were not recoverable.

XML

Revenue (Notes)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Revenue from Contract with Customer [Text Block]

Revenue

Revenue is primarily earned from retail and wholesale electricity sales and electricity transmission and distribution delivery services. Revenue is recognized upon transfer of control to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities. For further discussion of our Retail, Wholesale, RTO ancillary, and Capacity revenues, see Note 14 — Revenue in Item 8.—Financial Statements and Supplementary Data of our Form 10-K.

DPL's revenue from contracts with customers was $195.0 million and $195.1 million for the three months ended September 30, 2019 and 2018, respectively, and $576.5 million and $560.1 million for the nine months ended September 30, 2019 and 2018, respectively.

The following table presents our revenue from contracts with customers and other revenue by segment for the three and nine months ended September 30, 2019 and 2018:

$ in millions	Utility		Other			Adjustments and Eliminations			Total
	Three Months Ended September 30, 2019
Retail revenue
Retail revenue from contracts with customers	$	170.5	$	—		$	—		$	170.5
Other retail revenue (a)	3.8		—			—			3.8
Wholesale revenue
Wholesale revenue from contracts with customers	4.4		5.0			(0.2		)	9.2
RTO ancillary revenue	11.0		0.1			—			11.1
Capacity revenue	1.1		1.1			—			2.2
Miscellaneous revenue from contracts with customers (b)	—		2.0			—			2.0
Miscellaneous revenue	0.3		0.7			(0.8		)	0.2
Total revenues	$	191.1	$	8.9		$	(1.0	)	$	199.0
	Three Months Ended September 30, 2018
Retail revenue
Retail revenue from contracts with customers	$	168.4	$	—		$	(0.4	)	$	168.0
Other retail revenue (a)	12.6		—			—			12.6
Wholesale revenue
Wholesale revenue from contracts with customers	4.9		5.6			—			10.5
RTO ancillary revenue	10.8		(0.1		)	—			10.7
Capacity revenue	2.0		1.7			—			3.7
Miscellaneous revenue from contracts with customers (b)	—		2.2			—			2.2
Miscellaneous revenue	—		0.5			(0.5		)	—
Total revenues	$	198.7	$	9.9		$	(0.9	)	$	207.7
	Nine months ended September 30, 2019
Retail revenue
Retail revenue from contracts with customers	$	503.8	$	—		$	—		$	503.8
Other retail revenue (a)	14.9		—			—			14.9
Wholesale revenue
Wholesale revenue from contracts with customers	12.8		11.4			(0.8		)	23.4
RTO ancillary revenue	32.8		0.2			—			33.0
Capacity revenue	5.0		4.2			—			9.2
Miscellaneous revenue from contracts with customers (b)	—		7.1			—			7.1
Miscellaneous revenue	0.9		2.3			(2.4		)	0.8
Total revenues	$	570.2	$	25.2		$	(3.2	)	$	592.2
	Nine months ended September 30, 2018
Retail revenue
Retail revenue from contracts with customers	$	469.3	$	—		$	(0.8	)	$	468.5
Other retail revenue (a)	31.4		—			—			31.4
Wholesale revenue
Wholesale revenue from contracts with customers	24.6		16.7			—			41.3
RTO ancillary revenue	32.4		0.1			—			32.5
Capacity revenue	5.8		4.7			—			10.5
Miscellaneous revenue from contracts with customers (b)	—		7.3			—			7.3
Miscellaneous revenue	—		1.9			(1.9		)	—
Total revenues	$	563.5	$	30.7		$	(2.7	)	$	591.5

(a) Other retail revenue primarily includes alternative revenue programs not accounted for under FASC 606.

(b) Miscellaneous revenue from contracts with customers primarily includes revenues for various services provided by Miami Valley Lighting.

The balances of receivables from contracts with customers were $66.3 million and $72.6 million as of September 30, 2019 and December 31, 2018, respectively. Payment terms for all receivables from contracts with customers are typically within 30 days.

Revenue is primarily earned from retail and wholesale electricity sales and electricity transmission and distribution delivery services. Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities.

Retail Revenues – DP&L energy sales to utility customers are based on the reading of meters at the customer's location that occurs on a systematic basis throughout the month. DP&L sells electricity directly to end-users, such as homes and businesses, and bills customers directly. Performance obligations for retail revenues are satisfied over time as energy is delivered and the same method is used to measure progress, and thus the performance obligation meets the criteria to be considered a series. This includes both the promise to transfer energy and other distribution and/or transmission services.

In exchange for the exclusive right to sell or distribute electricity in our service area, DP&L is subject to rate regulation by federal and state regulators. This regulation sets the framework for the prices (“tariffs”) that DP&L is allowed to charge customers for electricity. Since tariffs are approved by the regulator, the price that DP&L has the right to bill corresponds directly with the value to the customer of DP&L's performance completed in each period. Therefore, revenue under these contracts is recognized using an output method measured by the MWhs delivered each month at the approved tariff.

In cases where a customer chooses to receive generation services from a CRES provider, the price for generation services is negotiated between the customer and the CRES provider, and DP&L only serves as a billing agent if requested by the CRES provider. As such, DP&L recognizes the consolidated billing arrangement with the CRES provider on a net basis, thereby recording no revenue for the generation component. Retail revenue from these customers would only be related to transmission and distribution charges.

Wholesale Revenues – All of the power produced from DPL's ownership interest in Conesville and DP&L's share of the power produced at OVEC is sold to PJM and these are classified as Wholesale revenues.

In PJM, the promise to sell energy as wholesale revenue is separately identifiable from participation in the capacity market and the two products can be transacted independently of one another. Therefore, wholesale revenues are a separate contract with a single performance obligation. Revenue is recorded based on the quantities (MWh) delivered in each hour during each month at the spot price, making the contract effectively “month-to-month”.

RTO Revenues – Compensation for use of DP&L’s transmission assets and compensation for various ancillary services are classified as RTO revenues. As DP&L owns and operates transmission lines in southwest Ohio within PJM, demand charges collected from network customers by PJM are then allocated to the appropriate transmission owners (i.e. DP&L) and recognized as transmission revenues. Additionally, as an owner of generation and transmission assets within PJM, DPL is compensated for various ancillary services; such as reactive supply, regulation services, scheduling reserves, operating reserves, spinning/synchronized reserves as well as congestion credits that are provided to PJM via these assets.

Transmission revenues have a single performance obligation, as transmission services represent a distinct service. Additionally, as the performance obligation is satisfied over time and the same method is used to measure progress, the performance obligation meets the criteria to be considered a series. The price that DP&L, as the transmission operator, has the right to bill (received as a credit from PJM) corresponds directly with the value to the customer of performance completed in each period, as the price paid is the allocation of the tariff rate (as approved by the regulator) charged to network participants.

Ancillary service revenues have a single performance obligation, as they represent a distinct service. Additionally, as the performance obligation is satisfied over time and the same method is used to measure progress, the performance obligation meets the criteria to be considered a series. The price that DPL has the right to bill corresponds directly with the value to the customer of performance completed in each period as the price paid is at the market price or allocation of the tariff rate (which was approved by the regulator) charged to network participants.

RTO Capacity Revenues – Compensation received from PJM for making installed generation capacity available to satisfy system integrity and reliability requirements is classified as RTO capacity revenues. Capacity, which is a stand-ready obligation to deliver energy when called upon by the RTO, is measured using MWs. If plant availability exceeds a contractual target, we may receive a performance bonus payment, or if the plant availability falls below a guaranteed minimum target, we may incur a non-availability penalty. Such bonuses or penalties represent a form of variable consideration and are estimated and recognized when it is probable that there will not be a significant reversal and therefore the transaction price is recognized on an output basis based on the MWs.

RTO capacity revenues have a single performance obligation, as capacity is a distinct good. Additionally, as the performance obligation is satisfied over time and the same method is used to measure progress, the performance obligation meets the criteria to be considered a series. The capacity price is set through a competitive auction process established by PJM.

DPL's revenue from contracts with customers was $743.8 million for the year ended December 31, 2018. The following table presents our revenue from contracts with customers and other revenue by segment for the year ended December 31, 2018:

$ in millions	Utility		Other		Adjustments and Eliminations			Total
	Year ended December 31, 2018
Retail Revenue
Retail revenue from contracts with customers	$	625.8	$	—	$	(1.0	)	$	624.8
Other retail revenues (a)	32.1		—		—			32.1
Wholesale Revenue
Wholesale revenue from contracts with customers	29.9		22.1		—			52.0
RTO revenue	43.1		0.1		—			43.2
RTO capacity revenues	7.8		6.6		—			14.4
Other revenues from contracts with customers (b)	—		9.4		—			9.4
Other revenues	—		2.8		(2.8		)	—
Total revenues	$	738.7	$	41.0	$	(3.8	)	$	775.9

(a) Other retail revenue primarily includes alternative revenue programs not accounted for under FASC 606.

(b) Other revenues from contracts with customers primarily includes revenues for various services provided by Miami Valley Lighting.

The balances of receivables from contracts with customers were $72.6 million and $63.0 million as of December 31, 2018 and January 1, 2018, respectively. Payment terms for all receivables from contracts with customers are typically within 30 days.

We have elected to apply the optional disclosure exemptions under FASC 606. Therefore, we have no disclosures pertaining to revenue expected to be recognized in any future year related to remaining performance obligations, as we exclude contracts with an original length of one year or less, contracts for which we recognize revenue based on the amount we have the right to invoice for services performed, and variable consideration allocated entirely to a wholly unsatisfied performance obligation when the consideration relates specifically to our efforts to satisfy the performance obligation and depicts the amount to which we expect to be entitled for DPL.

XML

Business Segments Business Segments (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Segment Reporting Information [Line Items]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The following tables present financial information for DPL’s Utility reportable business segment:

$ in millions	Utility		Other			Adjustments and Eliminations			DPL Consolidated
Three months ended September 30, 2019
Revenues from external customers	$	190.9	$	8.1		$	—		$	199.0
Intersegment revenues	0.2		0.8			(1.0		)	—
Total revenues	$	191.1	$	8.9		$	(1.0	)	$	199.0
Depreciation and amortization	$	17.4	$	0.3		$	—		$	17.7
Interest expense	$	6.1	$	12.2		$	—		$	18.3
Income / (loss) from continuing operations before income tax	$	37.7	$	(11.2	)	$	—		$	26.5
Cash capital expenditures	$	58.9	$	0.1		$	—		$	59.0
$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Three Months Ended September 30, 2018
Revenues from external customers	$	198.5	$	9.2		$	—		$	207.7
Intersegment revenues	0.2		0.7			(0.9		)	—
Total revenues	$	198.7	$	9.9		$	(0.9	)	$	207.7
Depreciation and amortization	$	19.1	$	0.6		$	—		$	19.7
Interest expense	$	5.8	$	16.8		$	—		$	22.6
Income / (loss) from continuing operations before income tax	$	37.5	$	(17.7	)	$	—		$	19.8
Cash capital expenditures	$	20.5	$	4.6		$	—		$	25.1
$ in millions	Utility		Other			Adjustments and Eliminations			DPL Consolidated
Nine months ended September 30, 2019
Revenues from external customers	$	569.4	$	22.8		$	—		$	592.2
Intersegment revenues	0.8		2.4			(3.2		)	—
Total revenues	$	570.2	$	25.2		$	(3.2	)	$	592.2
Depreciation and amortization	$	52.9	$	1.2		$	—		$	54.1
Interest expense	$	19.9	$	43.8		$	—		$	63.7
Loss on early extinguishment of debt	$	—	$	44.9		$	—		$	44.9
Income / (loss) from continuing operations before income tax	$	108.8	$	(85.8	)	$	—		$	23.0
Cash capital expenditures	$	121.1	$	1.3		$	—		$	122.4
$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Nine months ended September 30, 2018
Revenues from external customers	$	562.9	$	28.6		$	—		$	591.5
Intersegment revenues	0.6		2.1			(2.7		)	—
Total revenues	$	563.5	$	30.7		$	(2.7	)	$	591.5
Depreciation and amortization	$	56.5	$	2.3		$	—		$	58.8
Interest expense	$	20.5	$	53.9		$	—		$	74.4
Income / (loss) from continuing operations before income tax	$	73.9	$	(60.2	)	$	—		$	13.7
Cash capital expenditures	$	65.0	$	10.8		$	—		$	75.8

(a) "Other" includes Cash capital expenditures related to assets of discontinued operations and held-for-sale businesses for the three and nine months ended September 30, 2018.

Total Assets	September 30, 2019		December 31, 2018
Utility	$	1,779.4	$	1,819.6
All Other (a)	36.9		63.5
DPL Consolidated	$	1,816.3	$	1,883.1

(a)

"All Other" includes Total assets related to the assets of discontinued operations and held-for-sale businesses and Eliminations for all periods presented.

The following tables present financial information for DPL’s reportable business segment:

$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Year ended December 31, 2018
Revenues from external customers	$	737.8	$	38.1		$	—		$	775.9
Intersegment revenues	0.9		2.9			(3.8		)	—
Total revenues	$	738.7	$	41.0		$	(3.8	)	$	775.9
Depreciation and amortization	$	74.5	$	(1.4	)	$	—		$	73.1
Fixed-asset impairment	$	—	$	2.8		$	—		$	2.8
Interest expense	$	27.3	$	70.7		$	—		$	98.0
Income / (loss) from continuing operations before income tax	$	104.4	$	(72.5	)	$	—		$	31.9
Cash capital expenditures	$	93.1	$	10.5		$	—		$	103.6
Total assets (end of year)	$	1,819.6	$	545.9		$	(482.4	)	$	1,883.1

$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Year ended December 31, 2017
Revenues from external customers	$	718.9	$	25.0		$	—		$	743.9
Intersegment revenues	1.1		4.4			(5.5		)	—
Total revenues	$	720.0	$	29.4		$	(5.5	)	$	743.9
Depreciation and amortization	$	75.3	$	0.8		$	—		$	76.1
Interest expense	$	30.5	$	79.5		$	—		$	110.0
Income / (loss) from continuing operations before income tax	$	88.5	$	(95.0	)	$	—		$	(6.5	)
Cash capital expenditures	$	85.6	$	35.9		$	—		$	121.5
Total assets (end of year)	$	1,695.9	$	736.5		$	(383.2	)	$	2,049.2

$ in millions	Utility		Other (a)			Adjustments and Eliminations			DPL Consolidated
Year ended December 31, 2016
Revenues from external customers	$	806.7	$	27.5		$	—		$	834.2
Intersegment revenues	1.3		5.7			(7.0		)	—
Total revenues	$	808.0	$	33.2		$	(7.0	)	$	834.2
Depreciation and amortization	$	71.0	$	2.6		$	—		$	73.6
Fixed-asset impairment	$	—	$	23.9		$	—		$	23.9
Interest expense	$	25.4	$	82.3		$	(0.3	)	$	107.4
Income / (loss) from continuing operations before income tax	$	143.0	$	(130.6	)	$	—		$	12.4
Cash capital expenditures	$	83.4	$	65.1		$	—		$	148.5
Total assets (end of year)	$	1,710.5	$	1,145.9		$	(437.2	)	$	2,419.2

(a) "Other" includes Cash capital expenditures and Total assets related to the assets of discontinued operations and held-for-sale businesses for all periods presented.

XML

Assets and Liabilities Held-For-Sale and Dispositions (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Summary of Balance Sheet and Profit and Loss Information for Discontinued Operations

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	September 30, 2019			December 31, 2018
Accounts receivable, net	$	6.8		$	4.0
Taxes applicable to subsequent years	0.6			2.3
Prepayments and other current assets	0.9			2.4
Intangible assets, net of amortization	0.2			5.3
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	8.5		$	14.0
Accounts payable	$	4.3		$	3.9
Accrued taxes	2.4			3.1
Accrued and other current liabilities	3.2			5.2
Deferred income taxes (a)	(33.2		)	(39.8		)
Taxes payable	—			2.3
Accrued pension and other post-retirement benefits	—			9.7
Asset retirement obligations	70.4			90.4
Other non-current liabilities	15.2			6.6
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	62.3		$	81.4

(a) Deferred income taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, operating costs, other expenses and income tax of discontinued operations for the periods indicated:

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Revenues	$	10.1		$	15.6		$	41.0		$	141.8
Operating costs and other expenses	(10.5		)	(10.6		)	(8.2		)	(105.1		)
Income from discontinued operations	(0.4		)	5.0			32.8			36.7
Gain / (loss) from disposal of discontinued operations	—			0.3			0.1			(1.6		)
Income tax expense from discontinued operations	0.1			1.0			7.1			5.9
Net income from discontinued operations	$	(0.5	)	$	4.3		$	25.8		$	29.2

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	December 31, 2018			December 31, 2017
Restricted cash	$	—		$	1.5
Accounts receivable, net	4.0			37.9
Inventories	—			19.4
Taxes applicable to subsequent years	2.3			7.4
Other prepayments and current assets	2.4			17.4
Property, plant & equipment, net	—			232.2
Intangible assets, net	5.3			5.5
Other deferred assets	—			0.6
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	14.0		$	321.9
Accounts payable	$	3.9		$	25.1
Accrued taxes	3.1			6.3
Other current liabilities	5.2			30.0
Long-term debt (a)	—			0.3
Deferred taxes (b)	(39.8		)	(2.3		)
Taxes payable	2.3			7.4
Pension, retiree and other benefits	9.7			10.6
Asset retirement obligations	90.4			116.6
Other deferred credits	6.6			5.9
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	81.4		$	199.9

(a) Long-term debt relates to capital leases.

(b) Deferred taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, cost of revenues, operating and other expenses and income tax of discontinued operations for the periods indicated:

	Years ended December 31,
$ in millions	2018			2017			2016
Revenues	$	158.6		$	492.9		$	593.0
Cost of revenues	(74.3		)	(249.5		)	(349.6		)
Operating and other expenses	(13.8		)	(195.0		)	(214.6		)
Fixed-asset impairment	—			(175.8		)	(835.2		)
Income / (loss) from discontinued operations	70.5			(127.4		)	(806.4		)
Gain / (loss) from disposal of discontinued operations	(1.6		)	14.0			49.2
Income tax expense / (benefit) from discontinued operations	30.0			(20.3		)	(257.2		)
Net income / (loss) from discontinued operations	$	38.9		$	(93.1	)	$	(500.0	)

XML

Assets and Liabilities Held-For-Sale and Dispositions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest	$ 26.5	$ 19.8	$ 23.0	$ 13.7	$ 31.9	$ (6.5)	$ 12.4
Accounts receivable, net	6.8		6.8		4.0	37.9
Fixed-asset impairment (Note 14)			0.0	2.8	2.8	0.0	23.9
Disposal Group, Including Discontinued Operation, Inventory					0.0	19.4
Disposal Group, Including Discontinued Operations, Taxes Applicable to Subsequent Years	0.6		0.6		2.3	7.4
Property, plant & equipment, net					0.0	232.2
Total assets of the disposal group classified as held for sale in the balance sheets	8.5		8.5		14.0	321.9
Accounts payable	4.3		4.3		3.9	25.1
Disposal Group, Including Discontinued Operation, Accrued Income Tax Payable	2.4		2.4		3.1	6.3
Disposal Group, Including Discontinued Operation, Taxes Payable	0.0		0.0		2.3	7.4
Asset Retirement Obligation, Held for Sale	70.4		70.4		90.4	116.6
Total liabilities of the disposal group classified as held for sale in the balance sheets	62.3		62.3		81.4	199.9
Proceeds from disposal and sale of business					234.9	70.1	0.0
Gain (Loss) on Disposition of Business					11.7	0.0	0.0
Property, Plant and Equipment, Additions	$ 59.0	$ 25.1	$ 122.4	75.8	103.6	$ 121.5	$ 148.5
Beckjord [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest				(11.7)	(11.7)
Property, Plant and Equipment, Additions				$ 14.5	$ 14.5

XML

Derivative Instruments and Hedging Activities (Classification within the Condensed Consolidated Statements of Results of Operations or Balance Sheets of the Gains and Losses) (Details) - Not Designated as Hedging Instrument [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Change in unrealized gain / (loss)	$ 0.2	$ 1.6	$ 4.3
Realized gain / (loss)	0.7	1.6	(5.2)
Derivative, Gain (Loss) on Derivative, Net	0.9	3.2	(0.9)
Commodity Contract - FTR [Member]
Change in unrealized gain / (loss)	0.3	(0.4)	0.3
Realized gain / (loss)	0.4	0.8	(0.6)
Derivative, Gain (Loss) on Derivative, Net	0.7	0.4	(0.3)
Forward Contract Power [Member]
Change in unrealized gain / (loss)	0.0	1.9	4.0
Realized gain / (loss)	0.0	(0.7)	(7.2)
Derivative, Gain (Loss) on Derivative, Net	0.0	1.2	(3.2)
Natural Gas [Member]
Change in unrealized gain / (loss)	(0.1)	0.1	0.0
Realized gain / (loss)	0.3	1.5	2.6
Derivative, Gain (Loss) on Derivative, Net	0.2	1.6	2.6
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member]
Derivative, Gain (Loss) on Derivative, Net	0.9	3.2	(0.9)
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Commodity Contract - FTR [Member]
Derivative, Gain (Loss) on Derivative, Net	0.7	0.4	(0.3)
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Forward Contract Power [Member]
Derivative, Gain (Loss) on Derivative, Net	0.0	1.2	(3.2)
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Natural Gas [Member]
Derivative, Gain (Loss) on Derivative, Net	$ 0.2	$ 1.6	$ 2.6

XML

Fair Value Measurements (Significant unobservable inputs, nonrecurring) (Details) $ in Millions	3 Months Ended
	Dec. 31, 2016 USD ($)
Conesville [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Long-lived assets held and used, fair value	$ 1.1
Minimum [Member] | Valuation, Income Approach [Member] | Conesville [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value Inputs, Revenue Growth Rate	(19.30%)
Fair Value Inputs, Long-term Pre-tax Operating Margin	(54.30%)
Maximum [Member] | Valuation, Income Approach [Member] | Conesville [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value Inputs, Revenue Growth Rate	10.90%
Fair Value Inputs, Long-term Pre-tax Operating Margin	99.40%
Weighted Average [Member] | Valuation, Income Approach [Member] | Conesville [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value Inputs, Revenue Growth Rate	0.60%
Fair Value Inputs, Long-term Pre-tax Operating Margin	20.20%

XML

Business Segments (Segment Financial Information) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
External customer revenues	$ 199.0	$ 207.7	$ 592.2	$ 591.5	$ 775.9	$ 743.9	$ 834.2
Intersegment revenues	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total revenues	199.0	207.7	592.2	591.5	775.9	743.9	834.2
Fuel Costs	5.2	4.6	13.0	12.7	17.5	9.0	17.4
Depreciation and amortization	17.7	19.7	54.1	58.8	73.1	76.1	73.6
Interest expense	18.3	22.6	63.7	74.4	98.0	110.0	107.4
Charge for early redemption of debt	0.0	0.0	(44.9)	(6.4)	(6.5)	(3.3)	(3.1)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest	26.5	19.8	23.0	13.7	31.9	(6.5)	12.4
Net loss from continuing operations	35.9	16.7	35.6	12.2	31.2	(1.5)	14.8
Discontinued operations, net of tax	(0.5)	4.3	25.8	29.2	38.9	(93.1)	(500.0)
Net income (loss)	35.4	21.0	61.4	41.4	70.1	(94.6)	(485.2)
Cash capital expenditures	59.0	25.1	122.4	75.8	103.6	121.5	148.5
Total assets (end of year)	1,816.3		1,816.3		1,883.1	2,049.2	2,419.2
Fixed-asset impairment (Note 14)			0.0	2.8	2.8	0.0	23.9
Operating Segments [Member] | Utility [Member]
Segment Reporting Information [Line Items]
External customer revenues	190.9	198.5	569.4	562.9
Intersegment revenues	0.2	0.2	0.8	0.6
Total revenues	191.1	198.7	570.2	563.5
Depreciation and amortization	17.4	19.1	52.9	56.5
Interest expense	6.1	5.8	19.9	20.5
Charge for early redemption of debt			0.0
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest	37.7	37.5	108.8	73.9
Cash capital expenditures	58.9	20.5	121.1	65.0
Total assets (end of year)	1,779.4		1,779.4		1,819.6
Operating Segments [Member] | Transmission and Distribution [Member]
Segment Reporting Information [Line Items]
External customer revenues					737.8	718.9	806.7
Intersegment revenues					0.9	1.1	1.3
Total revenues					738.7	720.0	808.0
Depreciation and amortization					74.5	75.3	71.0
Interest expense					27.3	30.5	25.4
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest					104.4	88.5	143.0
Cash capital expenditures					93.1	85.6	83.4
Total assets (end of year)					1,819.6	1,695.9	1,710.5
Fixed-asset impairment (Note 14)					0.0		0.0
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
External customer revenues	8.1	9.2	22.8	28.6	38.1	25.0	27.5
Intersegment revenues	0.8	0.7	2.4	2.1	2.9	4.4	5.7
Total revenues	8.9	9.9	25.2	30.7	41.0	29.4	33.2
Depreciation and amortization	0.3	0.6	1.2	2.3	(1.4)	0.8	2.6
Interest expense	12.2	16.8	43.8	53.9	70.7	79.5	82.3
Charge for early redemption of debt			(44.9)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest	(11.2)	(17.7)	(85.8)	(60.2)	(72.5)	(95.0)	(130.6)
Cash capital expenditures	0.1	4.6	1.3	10.8	10.5	35.9	65.1
Total assets (end of year)	36.9		36.9		545.9	736.5	1,145.9
Fixed-asset impairment (Note 14)					2.8		23.9
Consolidation, Eliminations [Member]
Segment Reporting Information [Line Items]
External customer revenues	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Intersegment revenues	(1.0)	(0.9)	(3.2)	(2.7)	(3.8)	(5.5)	(7.0)
Total revenues	(1.0)	(0.9)	(3.2)	(2.7)	(3.8)	(5.5)	(7.0)
Depreciation and amortization	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Interest expense	0.0	0.0	0.0	0.0	0.0	0.0	(0.3)
Charge for early redemption of debt			0.0
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Cash capital expenditures	$ 0.0	$ 0.0	$ 0.0	$ 0.0	0.0	0.0	0.0
Total assets (end of year)					(482.4)	$ (383.2)	(437.2)
Fixed-asset impairment (Note 14)					0.0		$ 0.0
Other and Eliminations [Member]
Segment Reporting Information [Line Items]
Assets - in 2019 Q3 10Q					$ 63.5

XML

Debt (Long-term Debt Maturities) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Unamortized Deferred Financing Costs, Consolidated		$ (10.6)
Current portion - long-term debt		103.6
Long-term Debt, Maturities, Repayments of Principal in Year Two		144.7
2018		784.7
2019		422.8
2020		0.2
Thereafter		32.4
Total Maturities		1,488.4
Total long-term debt		1,475.9
Disposal Group, Including Discontinued Operations, Long-Term Debt		0.0	$ 0.3
Unamortized Deferred Financing Costs		(4.3)	(6.8)
Current portion - long-term debt	$ 139.6	103.6	4.6
Long-term Debt, Excluding Current Maturities	1,223.3	1,372.3	1,700.2
THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Unamortized Deferred Financing Costs (Subsidiary)		(6.3)	(9.8)
Term Loan Maturing 2022 (DPL) [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		436.1	440.6
One Point One Three To One Point One Seven Bonds Maturing In August Two Thousand Twenty [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	140.0	140.0	200.0
Four Point Two Zero Percentage Of U S Government Note Maturing In February Two Thousand Sixty One [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		17.7	17.8
Four Point Two Zero Percentage Of U S Government Note Maturing In February Two Thousand Sixty One [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 17.6	17.7
Debt [Member]
Debt Instrument [Line Items]
Long-term Debt and Capital Lease Obligations, Including Current Maturities		$ 1,475.9	$ 1,704.8

XML

Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions		12 Months Ended
	Jan. 01, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2019
Asset Retirement Obligations, Noncurrent		$ 9.4	$ 15.1		$ 9.5
Unrealized gains and immaterial losses on Master Trust assets in AOCI, after tax		0.0	0.4	$ 0.2
Asset Retirement Obligation, Revision of Estimate		2.6	$ 0.1
Proceeds from Sale of Debt Securities, Available-for-sale		0.5
AvailableForSaleSecuritiesGross Realized Gains Losses Sale Proceeds Net of Tax		0.4
AOCI reclassed to Retained Earnings before tax	$ 1.6
AOCI reclassed to Retained Earnings, net of tax	$ 1.0	$ (1.0)

XML

Property, Plant and Equipment with Corresponding Depreciation Rates (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2019
Public Utility, Property, Plant and Equipment [Line Items]
Total property, plant and equipment in service	$ 1,615.6	$ 1,544.1
Production / Generation				$ 0.0
Total property, plant and equipment in service, Composite Rate	4.30%	5.00%	6.10%
Regulated Operation [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Transmission	$ 223.2	$ 242.7
Distribution	1,289.8	1,197.5
General	13.2	13.7
Non-depreciable	60.4	64.7
Total property, plant and equipment in service	$ 1,586.6	$ 1,518.6
Transmission, Composite Rate	4.10%	4.00%
Distribution, Composite Rate	4.50%	4.90%
General, Composite Rate	8.50%	7.10%
Unregulated Operation [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Non-depreciable	$ 7.8	$ 4.2
Total property, plant and equipment in service	29.0	25.5
Production / Generation	0.0	0.2
Other	$ 21.2	$ 21.1
Other, Composite Rate	6.70%	7.00%

XML

Contractual Obligations, Commercial Commitments and Contingenciesl (Schedule Of Contractual Obligations And Commercial Commitments) (Details) $ in Millions	Dec. 31, 2018 USD ($)
Electricity Purchase Commitments [Member]
Contractual Obligations, Commercial Commitments And Contingencies [Line Items]
Electricity Purchase Commitments	$ 209.4
Electricity Purchase Agreements Less Than 1 Year	139.5
Electricity Purchase Agreements in Years 2 and 3	69.9
Electricity Purchase Agreements in Years 4 and 5	0.0
Electricity Purchase Agreements, After Year 5	0.0
Other Intangible Assets [Member]
Contractual Obligations, Commercial Commitments And Contingencies [Line Items]
Total Purchase orders and other contractual obligations	40.2
Purchase orders and other contractual obligations, Less than 1 year	11.4
Purchase orders and other contractual obligations, 2 - 3 years	14.8
Purchase orders and other contractual obligations, 4 - 5 years	14.0
Purchase orders and other contractual obligations, More than 5 years	$ 0.0

XML

Benefit Plans (Net Periodic Benefit Cost (Income)) (Details) - Pension [Member] - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Service cost	$ 0.9	$ 1.5	$ 2.7	$ 4.5	$ 6.1	$ 5.7	$ 5.7
Interest cost	3.7	3.4	11.2	10.3	13.8	14.2	14.7
Expected return on assets	(5.0)	(5.3)	(15.0)	(15.9)	(21.2)	(22.8)	(22.8)
Defined Benefit Plan, Curtailments					0.0	4.1	3.8
Actuarial gain / (loss)	1.1	1.6	3.2	4.8	6.4	5.3	4.3
Prior service cost	$ 0.3	$ 0.3	$ 0.9	$ 0.8	0.9	1.1	1.8
Net Periodic benefit cost / (income) before adjustments					$ 6.0	$ 7.6	$ 7.5
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate					3.66%	4.28%	4.49%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets					6.25%	6.50%	6.50%

XML

Benefit Plans (Weighted Average Assumptions Used to Determine Benefit Obligations) (Details) - Pension [Member]	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Discount rate for obligations	4.35%	3.66%	4.28%
Rate of compensation increases	3.94%	3.94%	3.94%

XML

Income Taxes (Components of Income Tax Expense) (Details) - USD ($) $ in Millions	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Taxes [Line Items]
Tax Cuts and Jobs Act of 2017, change in income tax expense (benefit)		$ 15.5		$ 13.7
Change in deferred tax regulatory asset/liability due to TCJA		17.0		135.2			$ 17.0	$ 135.2
Estimated Annual Effective Income Tax Rate, Continuing Operations					(10.10%)	16.80%	21.00%	35.00%
Federal income tax							$ 6.7	$ (2.3)	$ 4.3
State income taxes, net of federal effect							0.1	0.1	0.0
Depreciation of AFUDC - Equity							(4.6)	1.1	3.3
Investment tax credit amortized							(0.3)	(0.3)	(0.4)
Effective income tax rate reconciliation, accrual for open tax years							0.0	(0.4)	2.0
Accrual (settlement) for open tax years							0.0	(0.7)	(9.3)
Other, net							(1.2)	(2.5)	(2.3)
Tax expense / (benefit)	$ (9.4)		$ 3.1		$ (12.6)	$ 1.5	0.7	(5.0)	(2.4)
Federal - Current							(17.9)	23.8	(3.3)
State and Local - Current							0.5	0.2	0.0
Total Current							(17.4)	24.0	(3.3)
Federal - Deferred							18.3	(28.8)	0.8
State and Local - Deferred							(0.2)	(0.2)	0.1
Total Deferred							$ 18.1	(29.0)	0.9
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense								$ 3.5	$ (0.9)
Tax rate before change due to Tax Cuts and Jobs Act of 2017							35.00%
Tax rate after Tax Cuts and Jobs Act of 2017							21.00%
Continuing Operations [Member]
Income Taxes [Line Items]
Tax Cuts and Jobs Act of 2017, change in income tax expense (benefit)		$ (1.2)		$ (0.4)

XML

Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of year	$ 3.5	$ 3.7
Tax positions taken during prior periods	0.0	0.0
Lapse of applicable statute of limitations	0.0	(0.2)
Balance at end of year	$ 3.5	$ 3.5

XML

Benefit Plans (Estimated Future Benefit Payments and Medicare Part D Reimbursements) (Details) - Pension [Member] $ in Millions	Dec. 31, 2018 USD ($)
2016	$ 26.7
2017	26.5
2018	26.3
2019	26.0
2020	25.9
2021 - 2025	$ 125.1

XML

Derivative Instruments and Hedging Activities

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

In the normal course of business, DPL enters into interest rate hedges to manage the interest rate risk of our variable rate debt. All of our derivative instruments are used for risk management purposes and are designated as cash flow hedges if they qualify under FASC 815 for accounting purposes. In prior periods, we have used commodity derivatives principally to manage the risk of changes in market prices for commodities.

Cash Flow Hedges

As part of our risk management processes, we identify the relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. The fair values of cash flow hedges determined by current public market prices will continue to fluctuate with changes in market prices up to contract expiration. With the adoption of ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities effective January 1, 2019, we will no longer be required to calculate effectiveness and thus the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to earnings in the same income statement line as the hedged item in the period in which it settles.

As of September 30, 2019, we have two interest rate swaps to hedge the variable interest on our $140.0 million variable interest rate tax-exempt First Mortgage Bonds. The interest rate swaps have a combined notional amount of $140.0 million and settle monthly based on a one-month LIBOR. On March 29, 2018, we settled $60.0 million of these interest rate swaps due to the partial repayment of the underlying debt and a gain of $0.8 million was recorded as a reduction to interest expense. Since the swap was partially settled, the remaining swaps were de-designated and then re-designated with a new hypothetical derivative. The AOCI associated with the remaining swaps will be amortized out of AOCI into interest expense over the remaining life of the underlying debt.

We had previously entered into interest rate derivative contracts to manage interest rate exposure related to anticipated borrowings of fixed-rate debt. These interest rate derivative contracts were settled in 2013 and we continue to amortize amounts out of AOCI into interest expense.

The following tables provide information concerning gains or losses recognized in AOCI for the cash flow hedges for the three and nine months ended September 30, 2019 and 2018:

	Three months ended						Three months ended
	September 30, 2019						September 30, 2018
				Interest						Interest
$ in millions (net of tax)	Power			Rate Hedge			Power			Rate Hedge
Beginning accumulated derivative gains in AOCI	$	0.4		$	15.3		$	—		$	17.4
Net gains / (losses) associated with current period hedging transactions	—			(0.2		)	—			0.1
Net gains reclassified to earnings
Interest expense	—			(0.4		)	—			(0.2		)
(Income) / loss from discontinued operations	(0.4		)	—			—			—
Ending accumulated derivative gains in AOCI	$	—		$	14.7		$	—		$	17.3
	Nine months ended						Nine months ended
	September 30, 2019						September 30, 2018
				Interest						Interest
$ in millions (net of tax)	Power			Rate Hedge			Power			Rate Hedge
Beginning accumulated derivative gains / (losses) in AOCI	$	0.4		$	16.6		$	(2.8	)	$	17.5
Net gains / (losses) associated with current period hedging transactions	—			(1.0		)	—			0.4
Net (gains) / losses reclassified to earnings
Interest expense	—			(0.9		)	—			(0.6		)
(Income) / loss from discontinued operations	(0.4		)	—			2.8			—
Ending accumulated derivative gains in AOCI	$	—		$	14.7		$	—		$	17.3
Portion expected to be reclassified to earnings in the next twelve months				$	(1.2	)
Maximum length of time that we are hedging our exposure to variability in future cash flows related to forecasted transactions (in months)				11

Net gains or losses associated with the ineffective portion of the hedging transactions were immaterial in the prior year period presented.

Financial Statement Effect

DPL has elected not to offset derivative assets and liabilities and not to offset net derivative positions against the right to reclaim cash collateral pledged (an asset) or the obligation to return cash collateral received (a liability) under derivative agreements. The fair value derivative position of DPL's interest rate swaps are as follows:

Fair Values of Derivative Instruments
at September 30, 2019
				Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Condensed Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position		Cash Collateral		Net Fair Value
Assets
Short-term derivative positions (presented in Prepayments and other current assets)
Interest rate swap	Designated	$	0.2	$	—	$	—	$	0.2
Total assets		$	0.2	$	—	$	—	$	0.2

(a)    Includes credit valuation adjustment.

Fair Values of Derivative Instruments
at December 31, 2018
				Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Condensed Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position		Cash Collateral		Net Fair Value
Assets
Short-term derivative positions (presented in Prepayments and other current assets)
Interest rate swaps	Designated	$	0.9	$	—	$	—	$	0.9
Long-term derivative positions (presented in Other non-current assets)
Interest rate swaps	Designated	0.6		—		—		0.6
Total assets		$	1.5	$	—	$	—	$	1.5

(a)    Includes credit valuation adjustment.

Any prior year ineffectiveness on the interest rate hedges and the monthly settlement of the interest rate hedges is recorded in interest expense within the Condensed Consolidated Statements of Operations.

In the normal course of business, DPL enters into various financial instruments, including derivative financial instruments. We use derivatives principally to manage the interest rate risk associated with our long-term debt. The derivatives that we use to economically hedge these risks are governed by our risk management policies for forward and futures contracts. Our net positions are continually assessed within our structured hedging programs to determine whether new or offsetting transactions are required. We monitor and value derivative positions monthly as part of our risk management processes. We use published sources for pricing, when possible, to mark positions to market. All of our derivative instruments are used for risk management purposes and are designated as cash flow hedges if they qualify under FASC 815 for accounting purposes.

At December 31, 2018, DPL's outstanding derivative instruments were as follows:

Commodity	Accounting Treatment (a)	Unit	Purchases (in thousands)		Sales (in thousands)		Net Purchases/ (Sales) (in thousands)
Interest Rate Swaps	Designated	USD	$	140,000.0	$	—	$	140,000.0

(a) Refers to whether the derivative instruments have been designated as a cash flow hedge.

At December 31, 2017, DPL's outstanding derivative instruments were as follows:

Commodity	Accounting Treatment (a)	Unit	Purchases (in thousands)		Sales (in thousands)			Net Purchases/ (Sales) (in thousands)
FTRs (b)	Not designated	MWh	2.1		—			2.1
Natural Gas (b)	Not designated	Dths	3,322.5		(390.0		)	2,932.5
Forward Power Contracts (b)	Designated	MWh	678.5		(1,667.0		)	(988.5		)
Forward Power Contracts (b)	Not designated	MWh	871.0		(765.6		)	105.4
Interest Rate Swaps	Designated	USD	$	200,000.0	$	—		$	200,000.0

(a) Refers to whether the derivative instruments have been designated as a cash flow hedge.

(b) As of December 31, 2017, the related asset and liability balances for these derivative instruments were classified in assets and liabilities of discontinued operations and held-for-sale businesses.

Cash Flow Hedges

As part of our risk management processes, we identify the relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. The fair

values of cash flow hedges determined by current public market prices will continue to fluctuate with changes in market prices up to contract expiration. The effective portion of the hedging transaction is recognized in AOCI and transferred to earnings using specific identification of each contract when the forecasted hedged transaction takes place or when the forecasted hedged transaction is probable of not occurring. The ineffective portion of the cash flow hedge is recognized in earnings in the current period. All risk components were considered to determine the hedge effectiveness of the cash flow hedges. With the adoption of ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities effective January 1, 2019, we will no longer be required to calculate effectiveness and thus the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to earnings in the same income statement line as the hedged item in the period in which it settles.

In prior years, we entered into forward power contracts and forward natural gas contracts to manage commodity price risk exposure related to our generation of electricity. We do not hedge all commodity price risk. We reclassify gains and losses on forward power contracts from AOCI into earnings in those periods in which the contracts settle. As of December 31, 2018, we no longer held any positions in forward power contracts or forward natural gas contracts.

We have two interest rate swaps to hedge the variable interest on our $140.0 million variable interest rate tax-exempt First Mortgage Bonds. The interest rate swaps have a combined notional amount of $140.0 million and will settle monthly based on a one-month LIBOR. As of December 31, 2017, the interest rate swaps had a combined notional amount of $200.0 million. On March 29, 2018, we settled $60.0 million of these interest rate swaps due to the partial repayment of the underlying debt and a gain of $0.8 million was recorded as a reduction to interest expense. Since the swap was partially settled, the remaining swaps were de-designated and then re-designated with a new hypothetical derivative. The AOCI associated with the remaining swaps will be amortized out of AOCI into interest expense over the remaining life of the underlying debt.

We use the income approach to value the swaps, which consists of forecasting future cash flows based on contractual notional amounts and applicable and available market data as of the valuation date. The most common market data inputs used in the income approach include volatilities, spot and forward benchmark interest rates (LIBOR). Forward rates with the same tenor as the derivative instrument being valued are generally obtained from published sources, with these forward rates being assessed quarterly at a portfolio-level for reasonableness versus comparable published rates. We reclassify gains and losses on the swaps out of AOCI and into earnings in those periods in which hedged interest payments occur.

The following tables provide information on gains or losses recognized in AOCI for the cash flow hedges for the periods indicated:

	Years ended December 31,
	2018						2017						2016
$ in millions (net of tax)	Power			Interest Rate Hedges			Power			Interest Rate Hedges			Power			Interest Rate Hedges
Beginning accumulated derivative gain / (loss) in AOCI	$	(2.8	)	$	17.5		$	(4.3	)	$	17.4		$	9.2		$	17.5
Net gains / (losses) associated with current period hedging transactions	—			(0.1		)	8.8			0.8			15.7			0.4
Net gains / (losses) reclassified to earnings:
Interest Expense	—			(0.8		)	—			(0.7		)	—			(0.5		)
Income / (loss) from discontinued operations before income tax	3.2			—			(7.3		)	—			(29.2		)	—
Ending accumulated derivative gain / (loss) in AOCI	$	0.4		$	16.6		$	(2.8	)	$	17.5		$	(4.3	)	$	17.4
Portion expected to be reclassified to earnings in the next twelve months (a)	$	—		$	(0.8	)
Maximum length of time that we are hedging our exposure to variability in future cash flows related to forecasted transactions (in months)	0			20

(a) The actual amounts that we reclassify from AOCI to earnings related to power can differ from the estimate above due to market price changes.

Net gains or losses associated with the ineffective portion of the hedging transactions were immaterial in the periods presented.

Derivatives Not Designated as Hedges

In prior years certain derivative contracts were entered into on a regular basis as part of our risk management program but did not qualify for hedge accounting or the normal purchases and sales exceptions under FASC 815. Accordingly, such contracts were recorded at fair value with changes in the fair value charged or credited to the consolidated statements of operations in the period in which the change occurred. This is commonly referred to as “MTM accounting”. Contracts we entered into as part of our risk management program may have been settled financially, by physical delivery or net settled with the counterparty. We marked to market FTRs, natural gas futures and certain forward power contracts. For the years ended December 31, 2018, 2017, and 2016, all amounts related to such contracts are presented in discontinued operations. As of December 31, 2018, we no longer have any such contracts.

Certain qualifying derivative instruments we previously held were designated as normal purchases or normal sales contracts, as provided under GAAP. Derivative contracts that have been designated as normal purchases or normal sales under GAAP are not subject to MTM accounting treatment and are recognized in the consolidated statements of operations on an accrual basis. For the years ended December 31, 2018, 2017, and 2016, all amounts related to such contracts are presented in discontinued operations. As of December 31, 2018, we no longer have any such contracts.

The following tables show the amount and classification within the Consolidated Statements of Operations or Balance Sheets of the gains and losses on DPL’s derivatives not designated as hedging instruments for the years ended December 31, 2018, 2017 and 2016:

	Year ended December 31, 2018
$ in millions	FTRs		Power		Natural Gas			Total
Change in unrealized gain / (loss)	$	0.3	$	—	$	(0.1	)	$	0.2
Realized gain / (loss)	0.4		—		0.3			0.7
Total	$	0.7	$	—	$	0.2		$	0.9
Recorded in Statement of Operations: gain / (loss)
Income / (loss) from discontinued operations before income tax	$	0.7	$	—	$	0.2		$	0.9
Total	$	0.7	$	—	$	0.2		$	0.9

	Year ended December 31, 2017
$ in millions	FTRs			Power			Natural Gas		Total
Change in unrealized gain / (loss)	$	(0.4	)	$	1.9		$	0.1	$	1.6
Realized gain / (loss)	0.8			(0.7		)	1.5		1.6
Total	$	0.4		$	1.2		$	1.6	$	3.2
Recorded in Statement of Operations: gain / (loss)
Income / (loss) from discontinued operations before income tax	$	0.4		$	1.2		$	1.6	$	3.2
Total	$	0.4		$	1.2		$	1.6	$	3.2

	Year ended December 31, 2016
$ in millions	FTRs			Power			Natural Gas		Total
Change in unrealized gain / (loss)	$	0.3		$	4.0		$	—	$	4.3
Realized gain / (loss)	(0.6		)	(7.2		)	2.6		(5.2		)
Total	$	(0.3	)	$	(3.2	)	$	2.6	$	(0.9	)
Recorded in Statement of Operations: gain / (loss)
Income / (loss) from discontinued operations before income tax	$	(0.3	)	$	(3.2	)	$	2.6	$	(0.9	)
Total	$	(0.3	)	$	(3.2	)	$	2.6	$	(0.9	)

DPL has elected not to offset derivative assets and liabilities and not to offset net derivative positions against the right to reclaim cash collateral pledged (an asset) or the obligation to return cash collateral received (a liability) under derivative agreements.

The following tables summarize the derivative positions presented in the balance sheet where a right of offset exists under these arrangements and related cash collateral received or pledged; as well as the fair value, balance sheet classification and hedging designation of DPL’s derivative instruments.

Fair Values of Derivative Instruments
December 31, 2018
				Gross Amounts Not Offset in the Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position		Cash Collateral		Net Amount
Assets
Short-term derivative positions (presented in Other prepayments and current assets)
Interest Rate Swaps	Designated	$	0.9	$	—	$	—	$	0.9
Long-term derivative positions (presented in Other deferred assets)
Interest Rate Swaps	Designated	0.6		—		—		0.6
Total assets		$	1.5	$	—	$	—	$	1.5

(a)    Includes credit valuation adjustment.

Fair Values of Derivative Instruments
December 31, 2017
				Gross Amounts Not Offset in the Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position			Cash Collateral			Net Amount
Assets
Short-term derivative positions (presented in Current assets of discontinued operations and held-for-sale businesses)
Forward power contracts	Designated	$	4.9	$	(4.9	)	$	—		$	—
Forward power contracts	Not designated	5.3		(3.7		)	—			1.6
FTRs	Not designated	0.2		(0.1		)	—			0.1
Long-term derivative positions (presented in Other deferred assets)
Interest rate swaps	Designated	1.5		—			—			1.5
Long-term derivative positions (presented in Non-current assets of discontinued operations and held-for-sale businesses)
Forward power contracts	Not designated	0.6		—			—			0.6
Total assets		$	12.5	$	(8.7	)	$	—		$	3.8
Liabilities
Short-term derivative positions (presented in Current liabilities of discontinued operations and held-for-sale businesses)
Forward power contracts	Designated	$	9.0	$	(4.9	)	$	(1.4	)	2.7
Forward power contracts	Not designated	5.9		(3.7		)	—			2.2
Natural gas	Not designated	0.1		(0.1		)	—			—
FTRs	Not designated	0.3		—			—			0.3
Total liabilities		$	15.3	$	(8.7	)	$	(1.4	)	$	5.2

(a)

Includes credit valuation adjustment.

XML

Supplemental Financial Information

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Supplemental Financial Information [Line Items]

Supplemental Balance Sheet Disclosures [Text Block]

Supplemental Financial Information

Accounts receivable and Inventories are as follows at September 30, 2019 and December 31, 2018:

	September 30,			December 31,
$ in millions	2019			2018
Accounts receivable, net:
Customer receivables	$	51.1		$	55.8
Unbilled revenue	15.2			16.8
Amounts due from affiliates	0.2			—
Due from PJM transmission enhancement settlement	2.4			16.5
Other	1.3			2.3
Provision for uncollectible accounts	(0.4		)	(0.9		)
Total accounts receivable, net	$	69.8		$	90.5
Inventories, at average cost:
Fuel and limestone	$	3.0		$	1.9
Materials and supplies	10.0			8.3
Other	—			0.5
Total inventories, at average cost	$	13.0		$	10.7

Accumulated Other Comprehensive Income / (Loss)

The amounts reclassified out of Accumulated Other Comprehensive Income / (Loss) by component during the three and nine months ended September 30, 2019 and 2018 are as follows:

Details about Accumulated Other Comprehensive Income / (Loss) components	Affected line item in the Condensed Consolidated Statements of Operations	Three months ended						Nine months ended
		September 30,						September 30,
$ in millions		2019			2018			2019			2018
Gains and losses on cash flow hedges (Note 5):
	Interest expense	$	(0.3	)	$	(0.3	)	$	(0.9	)	$	(0.9	)
	Income tax benefit / (expense)	(0.1		)	0.1			—			0.3
	Net of income taxes	(0.4		)	(0.2		)	(0.9		)	(0.6		)
	Loss from discontinued operations	—			—			—			4.3
	Income tax benefit from discontinued operations	(0.4		)	—			(0.4		)	(1.5		)
	Net of income taxes	(0.4		)	—			(0.4		)	2.8
Amortization of defined benefit pension items (Note 8):
	Other expense	0.1			0.2			0.2			0.5
	Income tax benefit	(0.1		)	(0.1		)	(0.1		)	(0.1		)
	Net of income taxes	—			0.1			0.1			0.4
Total reclassifications for the period, net of income taxes		$	(0.8	)	$	(0.1	)	$	(1.2	)	$	2.6

The changes in the components of Accumulated Other Comprehensive Income / (Loss) during the nine months ended September 30, 2019 are as follows:

$ in millions	Gains / (losses) on cash flow hedges			Change in unfunded pension and postretirement benefit obligation			Total
Balance at January 1, 2019	$	17.0		$	(14.8	)	$	2.2
Other comprehensive loss before reclassifications	(1.0		)	—			(1.0		)
Amounts reclassified from AOCI to earnings	(1.3		)	0.1			(1.2		)
Net current period other comprehensive income / (loss)	(2.3		)	0.1			(2.2		)
Balance at September 30, 2019	$	14.7		$	(14.7	)	$	—

Operating expenses - other

Operating expenses - other generally includes gains or losses on asset sales or dispositions, insurance recoveries, gains or losses on the sale of businesses and other expense or income from miscellaneous transactions. The components of Operating expenses - other are summarized as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
$ in millions	2019		2018		2019		2018
Loss on disposal and sale of businesses	$	—	$	—	$	—	$	11.7
Fixed-asset impairment	—		1.6		—		2.8
Other	—		—		0.9		0.1
Net other expense / (income)	$	—	$	1.6	$	0.9	$	14.6

Additional Financial Information Disclosure [Text Block]

	December 31,
$ in millions	2018			2017
Accounts receivable, net
Customer receivables	$	55.8		$	45.2
Unbilled revenue	16.8			18.0
Due from PJM transmission enhancement settlement (a)	16.5			—
Other	2.3			2.5
Provisions for uncollectible accounts	(0.9		)	(1.1		)
Total accounts receivable, net	$	90.5		$	64.6
Inventories, at average cost
Fuel and limestone	$	1.9		$	4.1
Materials and supplies	8.3			8.1
Other	0.5			0.5
Total inventories, at average cost	$	10.7		$	12.7

(a) - See Note 3 – Regulatory Matters for more information.

Accumulated Other Comprehensive Income / (Loss)

The amounts reclassified out of Accumulated Other Comprehensive Income / (Loss) by component during the years ended December 31, 2018, 2017 and 2016 are as follows:

Details about Accumulated Other Comprehensive Income / (Loss) Components	Affected line item in the Consolidated Statements of Operations	Years ended December 31,
$ in millions		2018			2017			2016
Gains and losses on equity securities (Note 5):
	Other deductions	$	—		$	(0.1	)	$	—
	Income tax expense	—			—			—
	Net of income taxes	—			(0.1		)	—
Gains and losses on cash flow hedges (Note 6):
	Interest expense	(1.2		)	(1.0		)	(1.0		)
	Income tax benefit	0.4			0.3			0.5
	Net of income taxes	(0.8		)	(0.7		)	(0.5		)
	Gain / (loss) from discontinued operations	4.4			(11.4		)	(45.4		)
	Tax benefit / (expense) from discontinued operations	(1.2		)	4.1			16.2
	Net of income taxes	3.2			(7.3		)	(29.2		)
Amortization of defined benefit pension items (Note 9):
	Other income	0.8			1.5			1.6
	Income tax expense	(0.2		)	(0.5		)	(0.6		)
	Net of income taxes	0.6			1.0			1.0
Total reclassifications for the period, net of income taxes		$	3.0		$	(7.1	)	$	(28.7	)

The changes in the components of Accumulated Other Comprehensive Income / (Loss) during the years ended December 31, 2018 and 2017 are as follows:

$ in millions	Gains / (losses) on equity securities			Gains / (losses) on cash flow hedges			Change in unfunded pension obligation			Total
Balance at December 31, 2016	$	0.6		$	13.1		$	(13.4	)	$	0.3
Other comprehensive income / (loss) before reclassifications	0.5			9.6			(2.5		)	7.6
Amounts reclassified from accumulated other comprehensive income / (loss)	(0.1		)	(8.0		)	1.0			(7.1		)
Net current period other comprehensive income / (loss)	0.4			1.6			(1.5		)	0.5
Balance at December 31, 2017	1.0			14.7			(14.9		)	0.8
Other comprehensive loss before reclassifications	—			(0.1		)	(0.5		)	(0.6		)
Amounts reclassified from accumulated other comprehensive income to earnings	—			2.4			0.6			3.0
Net current period other comprehensive income	—			2.3			0.1			2.4
Amounts reclassified from accumulated other comprehensive income to accumulated deficit (a)	(1.0		)	—			—			(1.0		)
Balance at December 31, 2018	$	—		$	17.0		$	(14.8	)	$	2.2

(a)

ASU 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities” was effective as of January 1, 2018. This ASU requires the change in the fair value of equity instruments to be recorded in income rather than in OCI. Equity Instruments were defined to include all mutual funds, regardless of the underlying investments. Therefore, as of January 1, 2018, AOCI of $1.6 million ($1.0 million net of tax) was reversed to Accumulated Deficit.

Supplemental Financial Information

Accounts receivable and Inventories are as follows at September 30, 2019 and December 31, 2018:

	September 30,			December 31,
$ in millions	2019			2018
Accounts receivable, net:
Customer receivables	$	51.1		$	55.8
Unbilled revenue	15.2			16.8
Amounts due from affiliates	0.2			—
Due from PJM transmission enhancement settlement	2.4			16.5
Other	1.3			2.3
Provision for uncollectible accounts	(0.4		)	(0.9		)
Total accounts receivable, net	$	69.8		$	90.5
Inventories, at average cost:
Fuel and limestone	$	3.0		$	1.9
Materials and supplies	10.0			8.3
Other	—			0.5
Total inventories, at average cost	$	13.0		$	10.7

	December 31,
$ in millions	2018			2017
Accounts receivable, net
Customer receivables	$	55.8		$	45.2
Unbilled revenue	16.8			18.0
Due from PJM transmission enhancement settlement (a)	16.5			—
Other	2.3			2.5
Provisions for uncollectible accounts	(0.9		)	(1.1		)
Total accounts receivable, net	$	90.5		$	64.6
Inventories, at average cost
Fuel and limestone	$	1.9		$	4.1
Materials and supplies	8.3			8.1
Other	0.5			0.5
Total inventories, at average cost	$	10.7		$	12.7

XML

Equity

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Entity Information [Line Items]

Equity

Shareholder's Deficit

Capital Contributions from AES

DP&L's approved six-year 2017 ESP restricts DPL from making dividend payments to its parent company, AES, during the term of the ESP, as well as from making tax-sharing payments to AES during the term of the DMR. The 2017 ESP also requires that existing tax payments owed by DPL to AES, and similar tax payments that accrue during the term of the DMR, be converted into equity investments in DPL.

For the nine months ended September 30, 2019 and 2018, AES made capital contributions of $2.7 million and $30.2 million, respectively, by converting the amount owed to it by DPL related to tax-sharing payments for current tax liabilities.

Redeemable Preferred Stock of Subsidiary

On October 13, 2016 (the "Redemption Date"), DPL's subsidiary, DP&L redeemed all of its issued and outstanding preferred stock, consisting of the following series: Preferred Stock, 3.75% Series A, Cumulative (the “Series A Stock”); Preferred Stock, 3.75% Series B, Cumulative (the “Series B Stock”); and Preferred Stock, 3.90% Series C, Cumulative (the “Series C Stock” and, together with the Series A Stock and the Series B Stock, the “Preferred Stock”). On the Redemption Date, the Preferred Stock of each series was redeemed at the following prices as specified in DP&L’s Amended and Restated Articles of Incorporation, plus, in each case an amount equal to all accrued dividends payable with respect to such Preferred Stock to the Redemption Date: a price of $102.50 per share for the Series A Stock, a price of $103.00 per share for the Series B Stock, and a price of $101.00 per share for the Series C Stock. Dividends on the Preferred Stock ceased to accrue on the Redemption Date. Upon redemption, the Preferred Stock was no longer outstanding, and all rights of the holders thereof as shareholders of DP&L, except the right to payment of the redemption price, ceased to exist. The difference between the carrying value of the Redeemable Preferred Stock of Subsidiary and the redemption amount was charged to Other paid-in capital.

Dividend Restrictions

DPL’s Amended Articles of Incorporation (the Articles) contain provisions which state that DPL may not make a distribution to its shareholder or make a loan to any of its affiliates (other than its subsidiaries), unless: (a) there exists no Event of Default (as defined in the Articles) and no such Event of Default would result from the making of the distribution or loan; and either (b)(i) at the time of, and/or as a result of, the distribution or loan, DPL’s leverage ratio does not exceed 0.67 to 1.00 and DPL’s interest coverage ratio is not less than 2.50 to 1.00 or, (b)(ii) if such ratios are not within the parameters, DPL’s senior long-term debt rating from one of the three major credit rating agencies is at least investment grade. Further, the restrictions on the payment of distributions to a shareholder and the making of loans to its affiliates (other than subsidiaries) cease to be in effect if the three major credit rating agencies confirm that a lowering of DPL’s senior long-term debt rating below investment grade by the credit rating agencies would not occur without these restrictions. DPL is also restricted from making dividend and tax sharing payments from DPL to AES per its 2017 ESP. This order restricts dividend payments from DPL to AES during the term of the ESP and restricts tax sharing payments from DPL to AES during the term of the DMR.

Common Stock

Effective on the Merger date, DPL's Amended Articles of Incorporation provided for 1,500 authorized common shares, of which one share is outstanding at December 31, 2018.

As described above, DPL’s Amended Articles of Incorporation contain restrictions on DPL’s ability to make dividends, distributions and affiliate loans (other than to its subsidiaries), including restrictions on making such dividends, distributions and loans if certain financial ratios exceed specified levels and DPL’s senior long-term debt rating from a rating agency is below investment grade. As of December 31, 2018, DPL’s leverage ratio was at 1.47 to 1.00 and DPL’s senior long-term debt rating from a major credit rating agency was below investment grade. As a result, as of December 31, 2018, DPL was prohibited under its Articles of Incorporation from making a distribution to its shareholder or making a loan to any of its affiliates (other than its subsidiaries).

DP&L has 50,000,000 authorized common shares, of which 41,172,173 are outstanding at December 31, 2018. All common shares are held by DP&L’s parent, DPL.

Capital Contributions from AES

In DP&L's approved six-year 2017 ESP, the PUCO imposed restrictions on DPL making dividend payments to its parent company, AES, during the term of the ESP, as well as on making tax-sharing payments to AES during the

term of the DMR. The PUCO also required that existing tax payments owed by DPL to AES, and similar tax payments that accrue during the term of the DMR, be converted into equity investments in DPL.

As such, AES agreed to make non-cash capital contributions of 97.1 million and waive the amount owed to it by DPL related to tax-sharing payments for current tax liabilities through December 31, 2017. For the year ended December 31, 2018, AES made capital contributions of 40.0 million by converting the amount owed to it by DPL related to tax-sharing payments for current tax liabilities. See Note 8 – Income Taxes for additional information.

XML

Supplemental Financial Information (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Supplemental Financial Information [Line Items]

Supplemental Financial Information

Accounts receivable and Inventories are as follows at September 30, 2019 and December 31, 2018:

	September 30,			December 31,
$ in millions	2019			2018
Accounts receivable, net:
Customer receivables	$	51.1		$	55.8
Unbilled revenue	15.2			16.8
Amounts due from affiliates	0.2			—
Due from PJM transmission enhancement settlement	2.4			16.5
Other	1.3			2.3
Provision for uncollectible accounts	(0.4		)	(0.9		)
Total accounts receivable, net	$	69.8		$	90.5
Inventories, at average cost:
Fuel and limestone	$	3.0		$	1.9
Materials and supplies	10.0			8.3
Other	—			0.5
Total inventories, at average cost	$	13.0		$	10.7

	December 31,
$ in millions	2018			2017
Accounts receivable, net
Customer receivables	$	55.8		$	45.2
Unbilled revenue	16.8			18.0
Due from PJM transmission enhancement settlement (a)	16.5			—
Other	2.3			2.5
Provisions for uncollectible accounts	(0.9		)	(1.1		)
Total accounts receivable, net	$	90.5		$	64.6
Inventories, at average cost
Fuel and limestone	$	1.9		$	4.1
Materials and supplies	8.3			8.1
Other	0.5			0.5
Total inventories, at average cost	$	10.7		$	12.7

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]

The amounts reclassified out of Accumulated Other Comprehensive Income / (Loss) by component during the three and nine months ended September 30, 2019 and 2018 are as follows:

Details about Accumulated Other Comprehensive Income / (Loss) components	Affected line item in the Condensed Consolidated Statements of Operations	Three months ended						Nine months ended
		September 30,						September 30,
$ in millions		2019			2018			2019			2018
Gains and losses on cash flow hedges (Note 5):
	Interest expense	$	(0.3	)	$	(0.3	)	$	(0.9	)	$	(0.9	)
	Income tax benefit / (expense)	(0.1		)	0.1			—			0.3
	Net of income taxes	(0.4		)	(0.2		)	(0.9		)	(0.6		)
	Loss from discontinued operations	—			—			—			4.3
	Income tax benefit from discontinued operations	(0.4		)	—			(0.4		)	(1.5		)
	Net of income taxes	(0.4		)	—			(0.4		)	2.8
Amortization of defined benefit pension items (Note 8):
	Other expense	0.1			0.2			0.2			0.5
	Income tax benefit	(0.1		)	(0.1		)	(0.1		)	(0.1		)
	Net of income taxes	—			0.1			0.1			0.4
Total reclassifications for the period, net of income taxes		$	(0.8	)	$	(0.1	)	$	(1.2	)	$	2.6

The amounts reclassified out of Accumulated Other Comprehensive Income / (Loss) by component during the years ended December 31, 2018, 2017 and 2016 are as follows:

Details about Accumulated Other Comprehensive Income / (Loss) Components	Affected line item in the Consolidated Statements of Operations	Years ended December 31,
$ in millions		2018			2017			2016
Gains and losses on equity securities (Note 5):
	Other deductions	$	—		$	(0.1	)	$	—
	Income tax expense	—			—			—
	Net of income taxes	—			(0.1		)	—
Gains and losses on cash flow hedges (Note 6):
	Interest expense	(1.2		)	(1.0		)	(1.0		)
	Income tax benefit	0.4			0.3			0.5
	Net of income taxes	(0.8		)	(0.7		)	(0.5		)
	Gain / (loss) from discontinued operations	4.4			(11.4		)	(45.4		)
	Tax benefit / (expense) from discontinued operations	(1.2		)	4.1			16.2
	Net of income taxes	3.2			(7.3		)	(29.2		)
Amortization of defined benefit pension items (Note 9):
	Other income	0.8			1.5			1.6
	Income tax expense	(0.2		)	(0.5		)	(0.6		)
	Net of income taxes	0.6			1.0			1.0
Total reclassifications for the period, net of income taxes		$	3.0		$	(7.1	)	$	(28.7	)

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The changes in the components of Accumulated Other Comprehensive Income / (Loss) during the nine months ended September 30, 2019 are as follows:

$ in millions	Gains / (losses) on cash flow hedges			Change in unfunded pension and postretirement benefit obligation			Total
Balance at January 1, 2019	$	17.0		$	(14.8	)	$	2.2
Other comprehensive loss before reclassifications	(1.0		)	—			(1.0		)
Amounts reclassified from AOCI to earnings	(1.3		)	0.1			(1.2		)
Net current period other comprehensive income / (loss)	(2.3		)	0.1			(2.2		)
Balance at September 30, 2019	$	14.7		$	(14.7	)	$	—

The changes in the components of Accumulated Other Comprehensive Income / (Loss) during the years ended December 31, 2018 and 2017 are as follows:

$ in millions	Gains / (losses) on equity securities			Gains / (losses) on cash flow hedges			Change in unfunded pension obligation			Total
Balance at December 31, 2016	$	0.6		$	13.1		$	(13.4	)	$	0.3
Other comprehensive income / (loss) before reclassifications	0.5			9.6			(2.5		)	7.6
Amounts reclassified from accumulated other comprehensive income / (loss)	(0.1		)	(8.0		)	1.0			(7.1		)
Net current period other comprehensive income / (loss)	0.4			1.6			(1.5		)	0.5
Balance at December 31, 2017	1.0			14.7			(14.9		)	0.8
Other comprehensive loss before reclassifications	—			(0.1		)	(0.5		)	(0.6		)
Amounts reclassified from accumulated other comprehensive income to earnings	—			2.4			0.6			3.0
Net current period other comprehensive income	—			2.3			0.1			2.4
Amounts reclassified from accumulated other comprehensive income to accumulated deficit (a)	(1.0		)	—			—			(1.0		)
Balance at December 31, 2018	$	—		$	17.0		$	(14.8	)	$	2.2

(a)

ASU 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities” was effective as of January 1, 2018. This ASU requires the change in the fair value of equity instruments to be recorded in income rather than in OCI. Equity Instruments were defined to include all mutual funds, regardless of the underlying investments. Therefore, as of January 1, 2018, AOCI of $1.6 million ($1.0 million net of tax) was reversed to Accumulated Deficit.

Schedule of Other Operating Cost and Expense, by Component [Table Text Block]

Operating expenses - other generally includes gains or losses on asset sales or dispositions, insurance recoveries, gains or losses on the sale of businesses and other expense or income from miscellaneous transactions. The components of Operating expenses - other are summarized as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
$ in millions	2019		2018		2019		2018
Loss on disposal and sale of businesses	$	—	$	—	$	—	$	11.7
Fixed-asset impairment	—		1.6		—		2.8
Other	—		—		0.9		0.1
Net other expense / (income)	$	—	$	1.6	$	0.9	$	14.6

XML

Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Schedule of Notional Amounts of Outstanding Derivative Positions

At December 31, 2018, DPL's outstanding derivative instruments were as follows:

Commodity	Accounting Treatment (a)	Unit	Purchases (in thousands)		Sales (in thousands)		Net Purchases/ (Sales) (in thousands)
Interest Rate Swaps	Designated	USD	$	140,000.0	$	—	$	140,000.0

(a) Refers to whether the derivative instruments have been designated as a cash flow hedge.

At December 31, 2017, DPL's outstanding derivative instruments were as follows:

Commodity	Accounting Treatment (a)	Unit	Purchases (in thousands)		Sales (in thousands)			Net Purchases/ (Sales) (in thousands)
FTRs (b)	Not designated	MWh	2.1		—			2.1
Natural Gas (b)	Not designated	Dths	3,322.5		(390.0		)	2,932.5
Forward Power Contracts (b)	Designated	MWh	678.5		(1,667.0		)	(988.5		)
Forward Power Contracts (b)	Not designated	MWh	871.0		(765.6		)	105.4
Interest Rate Swaps	Designated	USD	$	200,000.0	$	—		$	200,000.0

(a) Refers to whether the derivative instruments have been designated as a cash flow hedge.

(b)

As of December 31, 2017, the related asset and liability balances for these derivative instruments were classified in assets and liabilities of discontinued operations and held-for-sale businesses.

Gains or Losses Recognized in AOCI for the Cash Flow Hedges

The following tables provide information concerning gains or losses recognized in AOCI for the cash flow hedges for the three and nine months ended September 30, 2019 and 2018:

	Three months ended						Three months ended
	September 30, 2019						September 30, 2018
				Interest						Interest
$ in millions (net of tax)	Power			Rate Hedge			Power			Rate Hedge
Beginning accumulated derivative gains in AOCI	$	0.4		$	15.3		$	—		$	17.4
Net gains / (losses) associated with current period hedging transactions	—			(0.2		)	—			0.1
Net gains reclassified to earnings
Interest expense	—			(0.4		)	—			(0.2		)
(Income) / loss from discontinued operations	(0.4		)	—			—			—
Ending accumulated derivative gains in AOCI	$	—		$	14.7		$	—		$	17.3
	Nine months ended						Nine months ended
	September 30, 2019						September 30, 2018
				Interest						Interest
$ in millions (net of tax)	Power			Rate Hedge			Power			Rate Hedge
Beginning accumulated derivative gains / (losses) in AOCI	$	0.4		$	16.6		$	(2.8	)	$	17.5
Net gains / (losses) associated with current period hedging transactions	—			(1.0		)	—			0.4
Net (gains) / losses reclassified to earnings
Interest expense	—			(0.9		)	—			(0.6		)
(Income) / loss from discontinued operations	(0.4		)	—			2.8			—
Ending accumulated derivative gains in AOCI	$	—		$	14.7		$	—		$	17.3
Portion expected to be reclassified to earnings in the next twelve months				$	(1.2	)
Maximum length of time that we are hedging our exposure to variability in future cash flows related to forecasted transactions (in months)				11

Net gains or losses associated with the ineffective portion of the hedging transactions were immaterial in the prior year period presented.

The following tables provide information on gains or losses recognized in AOCI for the cash flow hedges for the periods indicated:

	Years ended December 31,
	2018						2017						2016
$ in millions (net of tax)	Power			Interest Rate Hedges			Power			Interest Rate Hedges			Power			Interest Rate Hedges
Beginning accumulated derivative gain / (loss) in AOCI	$	(2.8	)	$	17.5		$	(4.3	)	$	17.4		$	9.2		$	17.5
Net gains / (losses) associated with current period hedging transactions	—			(0.1		)	8.8			0.8			15.7			0.4
Net gains / (losses) reclassified to earnings:
Interest Expense	—			(0.8		)	—			(0.7		)	—			(0.5		)
Income / (loss) from discontinued operations before income tax	3.2			—			(7.3		)	—			(29.2		)	—
Ending accumulated derivative gain / (loss) in AOCI	$	0.4		$	16.6		$	(2.8	)	$	17.5		$	(4.3	)	$	17.4
Portion expected to be reclassified to earnings in the next twelve months (a)	$	—		$	(0.8	)
Maximum length of time that we are hedging our exposure to variability in future cash flows related to forecasted transactions (in months)	0			20

(a)

The actual amounts that we reclassify from AOCI to earnings related to power can differ from the estimate above due to market price changes.

Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location

DPL has elected not to offset derivative assets and liabilities and not to offset net derivative positions against the right to reclaim cash collateral pledged (an asset) or the obligation to return cash collateral received (a liability) under derivative agreements. The fair value derivative position of DPL's interest rate swaps are as follows:

Fair Values of Derivative Instruments
at September 30, 2019
				Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Condensed Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position		Cash Collateral		Net Fair Value
Assets
Short-term derivative positions (presented in Prepayments and other current assets)
Interest rate swap	Designated	$	0.2	$	—	$	—	$	0.2
Total assets		$	0.2	$	—	$	—	$	0.2

(a)    Includes credit valuation adjustment.

Fair Values of Derivative Instruments
at December 31, 2018
				Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Condensed Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position		Cash Collateral		Net Fair Value
Assets
Short-term derivative positions (presented in Prepayments and other current assets)
Interest rate swaps	Designated	$	0.9	$	—	$	—	$	0.9
Long-term derivative positions (presented in Other non-current assets)
Interest rate swaps	Designated	0.6		—		—		0.6
Total assets		$	1.5	$	—	$	—	$	1.5

(a)    Includes credit valuation adjustment.

The following tables show the amount and classification within the Consolidated Statements of Operations or Balance Sheets of the gains and losses on DPL’s derivatives not designated as hedging instruments for the years ended December 31, 2018, 2017 and 2016:

	Year ended December 31, 2018
$ in millions	FTRs		Power		Natural Gas			Total
Change in unrealized gain / (loss)	$	0.3	$	—	$	(0.1	)	$	0.2
Realized gain / (loss)	0.4		—		0.3			0.7
Total	$	0.7	$	—	$	0.2		$	0.9
Recorded in Statement of Operations: gain / (loss)
Income / (loss) from discontinued operations before income tax	$	0.7	$	—	$	0.2		$	0.9
Total	$	0.7	$	—	$	0.2		$	0.9

	Year ended December 31, 2017
$ in millions	FTRs			Power			Natural Gas		Total
Change in unrealized gain / (loss)	$	(0.4	)	$	1.9		$	0.1	$	1.6
Realized gain / (loss)	0.8			(0.7		)	1.5		1.6
Total	$	0.4		$	1.2		$	1.6	$	3.2
Recorded in Statement of Operations: gain / (loss)
Income / (loss) from discontinued operations before income tax	$	0.4		$	1.2		$	1.6	$	3.2
Total	$	0.4		$	1.2		$	1.6	$	3.2

	Year ended December 31, 2016
$ in millions	FTRs			Power			Natural Gas		Total
Change in unrealized gain / (loss)	$	0.3		$	4.0		$	—	$	4.3
Realized gain / (loss)	(0.6		)	(7.2		)	2.6		(5.2		)
Total	$	(0.3	)	$	(3.2	)	$	2.6	$	(0.9	)
Recorded in Statement of Operations: gain / (loss)
Income / (loss) from discontinued operations before income tax	$	(0.3	)	$	(3.2	)	$	2.6	$	(0.9	)
Total	$	(0.3	)	$	(3.2	)	$	2.6	$	(0.9	)

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

The following tables summarize the derivative positions presented in the balance sheet where a right of offset exists under these arrangements and related cash collateral received or pledged; as well as the fair value, balance sheet classification and hedging designation of DPL’s derivative instruments.

Fair Values of Derivative Instruments
December 31, 2018
				Gross Amounts Not Offset in the Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position		Cash Collateral		Net Amount
Assets
Short-term derivative positions (presented in Other prepayments and current assets)
Interest Rate Swaps	Designated	$	0.9	$	—	$	—	$	0.9
Long-term derivative positions (presented in Other deferred assets)
Interest Rate Swaps	Designated	0.6		—		—		0.6
Total assets		$	1.5	$	—	$	—	$	1.5

(a)    Includes credit valuation adjustment.

Fair Values of Derivative Instruments
December 31, 2017
				Gross Amounts Not Offset in the Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Consolidated Balance Sheets (a)		Financial Instruments with Same Counterparty in Offsetting Position			Cash Collateral			Net Amount
Assets
Short-term derivative positions (presented in Current assets of discontinued operations and held-for-sale businesses)
Forward power contracts	Designated	$	4.9	$	(4.9	)	$	—		$	—
Forward power contracts	Not designated	5.3		(3.7		)	—			1.6
FTRs	Not designated	0.2		(0.1		)	—			0.1
Long-term derivative positions (presented in Other deferred assets)
Interest rate swaps	Designated	1.5		—			—			1.5
Long-term derivative positions (presented in Non-current assets of discontinued operations and held-for-sale businesses)
Forward power contracts	Not designated	0.6		—			—			0.6
Total assets		$	12.5	$	(8.7	)	$	—		$	3.8
Liabilities
Short-term derivative positions (presented in Current liabilities of discontinued operations and held-for-sale businesses)
Forward power contracts	Designated	$	9.0	$	(4.9	)	$	(1.4	)	2.7
Forward power contracts	Not designated	5.9		(3.7		)	—			2.2
Natural gas	Not designated	0.1		(0.1		)	—			—
FTRs	Not designated	0.3		—			—			0.3
Total liabilities		$	15.3	$	(8.7	)	$	(1.4	)	$	5.2

(a)

Includes credit valuation adjustment.

XML

Overview and Summary of Significant Accounting Policies (Policy)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Significant Accounting Policies [Line Items]

Description of Business

Description of Business

DPL is a regional energy company organized in 1985 under the laws of Ohio. DPL has one reportable segment: the Utility segment. See Note 11 – Business Segments for more information relating to this reportable segment. The terms “we,” “us,” “our” and “ours” are used to refer to DPL and its subsidiaries.

DPL is an indirectly wholly-owned subsidiary of AES.

DP&L, a wholly-owned subsidiary of DPL, is a public utility incorporated in 1911 under the laws of Ohio. Beginning in 2001, Ohio law gave Ohio consumers the right to choose the electric generation supplier from whom they purchase retail generation service; however, retail transmission and distribution services are still regulated. DP&L has the exclusive right to provide such transmission and distribution services to approximately 524,000 customers located in West Central Ohio. Additionally, DP&L provides retail SSO electric service to residential, commercial, industrial and governmental customers in a 6,000-square mile area of West Central Ohio. Principal industries located in DP&L’s service territory include automotive, food processing, paper, plastic, health care, data management, manufacturing and defense. Following the issuance of the DRO in September 2018 and the resulting changes to the decoupling rider effective January 1, 2019, DP&L's distribution sales are primarily impacted by customer growth within our service territory. DP&L sells its proportional share of energy and capacity from its investment in OVEC into the wholesale market.

DPL’s other primary subsidiaries include MVIC and AES Ohio Generation. MVIC is our captive insurance company that provides insurance services to DPL and our other subsidiaries. AES Ohio Generation's only operating asset is an undivided interest in Conesville. AES Ohio Generation sells all of its energy and capacity into the wholesale market. DPL's subsidiaries are all wholly-owned.

DPL also has a wholly-owned business trust, DPL Capital Trust II, formed for the purpose of issuing trust capital securities to investors.

DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs.

DPL and its subsidiaries employed 653 people as of September 30, 2019, of which 642 were employed by DP&L. Approximately 57% of all DPL employees are under a collective bargaining agreement, which expires October 31, 2020.

DPL is a diversified regional energy company organized in 1985 under the laws of Ohio. DPL has one reportable segment, the Utility segment. See Note 13 – Business Segments for more information relating to our reportable segment. The terms “we”, “us”, “our” and “ours” are used to refer to DPL and its subsidiaries.

On November 28, 2011, DPL was acquired by AES in the Merger and DPL became a wholly-owned subsidiary of AES. Following the merger of DPL and Dolphin Subsidiary II, Inc., DPL became an indirectly wholly-owned subsidiary of AES.

DP&L, DPL's wholly-owned subsidiary, is a public utility incorporated in 1911 under the laws of Ohio. Beginning in 2001, Ohio law gave consumers the right to choose the electric generation supplier from whom they purchase retail generation service, however transmission and distribution services are still regulated. DP&L has the exclusive right to provide such service to its approximately 525,000 customers located in West Central Ohio. DP&L provides retail SSO electric service to residential, commercial, industrial and governmental customers in a 6,000 square mile area of West Central Ohio. Since January 2016, DP&L has been sourcing all of the generation for its SSO customers through a competitive bid process. Through September 30, 2017, DP&L owned undivided interests in multiple coal-fired power stations and multiple peaking electric generating facilities as well as numerous transmission facilities. On October 1, 2017, the DP&L-owned generating facilities, excluding the Beckjord Facility and Hutchings EGU, were transferred to AES Ohio Generation, an affiliate of DP&L and wholly-owned subsidiary of DPL, through an asset contribution agreement to a subsidiary that was merged into AES Ohio Generation. Also, Stuart Station Unit 1 was retired on October 1, 2017. Principal industries located in DP&L’s service territory include automotive, food processing, paper, plastic, manufacturing and defense. DP&L's sales reflect the general economic conditions, seasonal weather patterns of the area and the market price of electricity. Through the date of Generation Separation, DP&L sold energy and capacity into the wholesale market.

DPL’s other primary subsidiaries include MVIC and AES Ohio Generation. MVIC is our captive insurance company that provides insurance services to DPL and our subsidiaries. AES Ohio Generation owns an undivided interest in Conesville Unit 4. AES Ohio Generation sells all of its energy and capacity into the wholesale market. DPL's subsidiaries are wholly-owned.

On December 8, 2017, AES Ohio Generation completed the sale of the Miami Fort and Zimmer stations to subsidiaries of Dynegy in accordance with an asset purchase agreement dated April 21, 2017. In addition, on March 27, 2018, DPL and AES Ohio Generation completed the sale of their Peaker assets to Kimura Power, LLC. Further, on May 31, 2018, DPL and AES Ohio Generation retired the Stuart Station coal-fired and diesel-fired generating units and the Killen Station coal-fired generating unit and combustion turbine, as planned. See Note 15 – Discontinued Operations for additional information.

DPL also has a wholly-owned business trust, DPL Capital Trust II, formed for the purpose of issuing trust capital securities to investors.

DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs or overcollections of riders.

DPL and its subsidiaries employed 659 people at January 31, 2019, of which 647 were employed by DP&L. Approximately 57% of all DPL employees are under a collective bargaining agreement.

Financial Statement Presentation

Financial Statement Presentation

DPL’s Condensed Consolidated Financial Statements include the accounts of DPL and its wholly-owned subsidiaries except for DPL Capital Trust II, which is not consolidated, consistent with the provisions of GAAP. As of September 30, 2019, AES Ohio Generation has an undivided ownership interest in one coal-fired generating facility, which is included in the financial statements at a carrying value of zero as it has been fully impaired. Operating revenues and expenses of this facility are included on a pro rata basis in the corresponding lines in the Condensed Consolidated Statements of Operations.

Certain immaterial amounts from prior periods have been reclassified to conform to the current period presentation.

All material intercompany accounts and transactions are eliminated in consolidation. We have evaluated subsequent events through the date this report is issued.

These financial statements have been prepared in accordance with GAAP for interim financial statements, the instructions of Form 10-Q and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from this interim

report. Therefore, our interim financial statements in this report should be read along with the annual financial statements included in our Form 10-K for the fiscal year ended December 31, 2018.

In the opinion of our management, the Condensed Consolidated Financial Statements presented in this report contain all adjustments necessary to fairly state our financial position as of September 30, 2019; our results of operations for the three and nine months ended September 30, 2019 and 2018, our cash flows for the nine months ended September 30, 2019 and 2018 and the changes in our equity for the three and nine months ended September 30, 2019 and 2018. Unless otherwise noted, all adjustments are normal and recurring in nature. Due to various factors, interim results for the three and nine months ended September 30, 2019 may not be indicative of our results that will be realized for the full year ending December 31, 2019.

The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the revenues and expenses of the periods reported. Actual results could differ from these estimates. Significant items subject to such estimates and judgments include: recognition of revenue including unbilled revenues, the carrying value of property, plant and equipment; the valuation of derivative instruments; the valuation of insurance and claims liabilities; the valuation of allowances for receivables and deferred income taxes; regulatory assets and liabilities; liabilities recorded for income tax exposures; litigation; contingencies; the valuation of AROs; and assets and liabilities related to employee benefits.

We prepare Consolidated Financial Statements for DPL. DPL’s Consolidated Financial Statements include the accounts of DPL and its wholly-owned subsidiaries except for DPL Capital Trust II which is not consolidated, consistent with the provisions of GAAP.

AES Ohio Generation's undivided ownership interests in certain coal-fired generating stations are included in the financial statements at amortized cost, net of subsequent impairments. Operating revenues and expenses are included on a pro rata basis in the corresponding lines in the Consolidated Statement of Operations.

Through June 2018, DP&L had undivided ownership interests in numerous transmission facilities. These undivided interests in jointly-owned facilities were accounted for on a pro rata basis in the Consolidated Financial Statements. In June 2018, DP&L closed on a transmission asset transaction with Duke and AEP, where ownership stakes in certain previously co-owned transmission assets were exchanged to eliminate co-ownership. Each previously co-owned transmission asset became wholly-owned by one of DP&L, Duke or AEP after the transaction. See Note 4 – Property, Plant and Equipment for more information.

All material intercompany accounts and transactions are eliminated in consolidation. We have evaluated subsequent events through the date this report is issued.

Reclassifications

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

Discontinued Operations, Policy [Policy Text Block]

Discontinued operations reporting occurs only when the disposal of a business or a group of assets represents a strategic shift that has (or will have) a major effect on our operations and financial results. We report financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Prior period amounts in the statement of operations and balance sheet are retrospectively revised to reflect the businesses determined to be discontinued operations. The cash flows of businesses that are determined to be discontinued operations are included within the relevant categories within operating, investing and financing activities on the face of the Consolidated Statements of Cash Flows.

Transactions between the businesses determined to be discontinued operations and businesses that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held-for-sale. The results of discontinued operations include any gain or loss recognized on closing or adjustment of the carrying amount to fair value. See Note 15 – Discontinued Operations for further information.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the revenues and expenses of the periods reported. Actual results could differ from these estimates. Significant items subject to such estimates and judgments include: the carrying value of Property, plant and equipment; unbilled revenues; the valuation of derivative instruments; the valuation of insurance and claims liabilities; the valuation of allowances for receivables and deferred income taxes; regulatory assets and liabilities; reserves recorded for income tax exposures; litigation; contingencies; the valuation of AROs; and assets and liabilities related to employee benefits.

Revenue Recognition

Revenues are recognized from retail and wholesale electricity sales and electricity transmission and distribution delivery services. Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Energy sales to customers are based on the reading of their meters that occurs on a systematic basis throughout the month. We recognize the revenues on our Consolidated Statements of Operations using an accrual method for retail and other energy sales that have not yet been billed, but where electricity has been consumed. This is termed “unbilled revenues” and is a widely recognized and accepted practice for utilities. At the end of each month, unbilled revenues are determined by the estimation of unbilled energy provided to customers since the date of the last meter reading, estimated line losses, the assignment of unbilled energy provided to customer classes and the average rate per customer class.

The power sales and purchases within DP&L’s service territory are reported on a net hourly basis as revenues or purchased power on our Consolidated Statements of Operations. We record expenses when purchased electricity is received and when expenses are incurred. All of the power produced at the generation station is sold to an RTO. We record expenses when purchased electricity is received and when expenses are incurred. For additional information, see Note 14 – Revenue.

Receivables

We establish provisions for uncollectible accounts by using both historical average loss percentages to project future losses and by establishing specific provisions for known credit issues. Amounts are written off when reasonable collections efforts have been exhausted.

Property, Plant and Equipment

We record our ownership share of our undivided interest in our jointly-held station as an asset in property, plant and equipment. New property, plant and equipment additions are stated at cost. For regulated transmission and distribution property, cost includes direct labor and material, allocable overhead expenses and an allowance for funds used during construction (AFUDC). AFUDC represents the cost of borrowed funds and equity used to finance regulated construction projects. For non-regulated property, cost also includes capitalized interest. Capitalization of AFUDC and interest ceases at either project completion or at the date specified by regulators. AFUDC and capitalized interest was $0.5 million, $1.7 million and $2.1 million in the years ended December 31, 2018, 2017 and 2016, respectively.

For unregulated generation property, cost includes direct labor and material, allocable overhead expenses and interest capitalized during construction per the provisions of GAAP related to the accounting for capitalized interest.

For substantially all depreciable property, when a unit of property is retired, the original cost of that property less any salvage value is charged to Accumulated depreciation and amortization, consistent with composite depreciation practices.

Property is evaluated for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable.

Repairs and Maintenance

Costs associated with maintenance activities are recognized at the time the work is performed. These costs, which include labor, materials and supplies, and outside services required to maintain equipment and facilities, are capitalized or expensed based on defined units of property.

Depreciation - Change in Estimate

Depreciation expense is calculated using the straight-line method, which allocates the cost of property over its estimated useful life. For DPL’s generation, transmission and distribution assets, straight-line depreciation is applied monthly on an average composite basis using group rates that approximated 4.3% in 2018, 5.0% in 2017 and 6.1% in 2016 (including property classified in non-current assets of discontinued operations and held-for-sale businesses in 2017 and 2016). Depreciation expense was $66.5 million, $70.4 million and $67.0 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Regulatory Accounting

The deferral of costs (as regulatory assets) is appropriate only when the future recovery of such costs is probable. In assessing probability, we consider such factors as specific orders from the PUCO or FERC, regulatory precedent and the current regulatory environment. To the extent recovery of costs is no longer deemed probable, related regulatory assets would be required to be expensed in current period earnings. Our regulatory assets and liabilities have been created pursuant to a specific order of the PUCO or FERC or established regulatory practices, such as other utilities under the jurisdiction of the PUCO or FERC being granted recovery of similar costs. It is probable, but not certain, that these regulatory assets will be recoverable, subject to PUCO or FERC approval. Regulatory assets and liabilities are classified as current or non-current based on the term in which recovery is expected. See Note 3 – Regulatory Matters for more information.

Inventories

Inventories are carried at average cost, net of reserves, and include coal, limestone and materials and supplies used for utility operations.

Intangibles

Software is amortized over seven years. Amortization expense was $6.6 million, $5.7 million and $6.6 million for the years ended December 31, 2018, 2017 and 2016, respectively. The estimated amortization expense of this internal-use software over the next five years is $15.0 million ($4.2 million in 2019, $3.2 million in 2020, $3.0 million in 2021, $2.6 million in 2022 and $2.0 million in 2023).

Income Taxes

Consolidated Statement of Operations.

Income taxes payable, which are includable in allowable costs for ratemaking purposes in future years, are recorded as regulatory assets or liability with a corresponding deferred tax liability or asset. Investment tax credits that reduced federal income taxes in the years they arose have been deferred and are being amortized to income over the useful lives of the properties in accordance with regulatory treatment. See Note 3 – Regulatory Matters for additional information.

DPL and its subsidiaries file U.S. federal income tax returns as part of the consolidated U.S. income tax return filed by AES. The consolidated tax liability is allocated to each subsidiary based on the separate return method which is specified in our tax allocation agreement and which provides a consistent, systematic and rational approach. See Note 8 – Income Taxes for additional information.

Financial Instruments

Our Master Trust investments in debt and equity financial instruments of publicly traded entities are classified as equity investments. These equity securities are carried at fair value and unrealized gains and losses on these securities are recorded in Other income. As these financial instruments are held to be used for the benefit of employees participating in employee benefit plans and are not used for general operating purposes, they are classified as non-current in Other deferred assets on the Consolidated Balance Sheets.

Assets and liabilities held-for-sale, policy [Policy Text Block]

A business classified as held-for-sale is reflected on the balance sheet at the lower of its carrying amount or estimated fair value less cost to sell. A loss is recognized if the carrying amount of the business exceeds its estimated fair value less cost to sell. This loss is limited to the carrying value of long-lived assets until the completion of the sale, at which point, any additional loss is recognized. If the fair value of the business subsequently exceeds the carrying amount while the business is still held-for-sale, any impairment expense previously recognized will be reversed up to the lower of the previously recognized expense or the subsequent excess.

Assets and liabilities related to a business classified as held-for-sale are segregated in the current balance sheet in the period in which the business is classified as held-for-sale. Assets and liabilities of held-for-sale businesses are classified as current when they are expected to be disposed of within twelve months. Transactions between the business held-for-sale and businesses that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held-for-sale. See Note 15 – Discontinued Operations for further information.

Accounting for Taxes Collected from Customers and Remitted to Governmental Authorities

Accounting for Taxes Collected from Customers and Remitted to Governmental Authorities

DP&L collects certain excise taxes levied by state or local governments from its customers. These taxes are accounted for on a net basis and not included in revenue. The amounts of such taxes collected for the three months ended September 30, 2019 and 2018 were $13.0 million and $13.8 million, respectively. The amounts of such taxes collected for the nine months ended September 30, 2019 and 2018 were $37.3 million and $39.2 million, respectively.

Accounting for Taxes Collected from Customers and Remitted to Governmental Authorities

DP&L collects certain excise taxes levied by state or local governments from its customers. DP&L’s excise taxes and certain other taxes are accounted for on a net basis and recorded as a reduction in revenues in the accompanying Consolidated Statements of Operations. The amounts for the years ended December 31, 2018, 2017 and 2016, were $51.7 million, $49.4 million and $50.9 million, respectively.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents are stated at cost, which approximates fair value. All highly liquid short-term investments with original maturities of three months or less are considered cash equivalents.

Restricted Cash

Restricted cash includes cash which is restricted as to withdrawal or usage. The nature of the restrictions includes restrictions imposed by agreements related to deposits held as collateral and cash collected under the DMR which is restricted to pay debt obligations at DPL and DP&L and position DP&L to modernize and/or maintain its transmission and distribution infrastructure.

Financial Derivatives

Financial Derivatives

All derivatives are recognized as either assets or liabilities in the balance sheets and are measured at fair value. Changes in the fair value are recorded in earnings unless the derivative is designated as a cash flow hedge of a forecasted transaction or it qualifies for the normal purchases and sales exception.

We use interest rate hedges to manage the interest rate risk of our variable rate debt. We use cash flow hedge accounting when the hedge or a portion of the hedge is deemed to be highly effective, which results in changes in fair value being recorded within accumulated other comprehensive income, a component of shareholder’s equity. We have elected not to offset net derivative positions in the financial statements. Accordingly, we do not offset such derivative positions against the fair value of amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral under master netting agreements. See Note 6 – Derivative Instruments and Hedging Activities for additional information.

Insurance and Claims Costs

Insurance and Claims Costs

In addition to insurance obtained from third-party providers, MVIC, a wholly-owned captive subsidiary of DPL, provides insurance coverage solely to us and our subsidiaries for workers’ compensation, general liability, and property damage on an ongoing basis. Insurance and Claims Costs on DPL’s Consolidated Balance Sheets associated with MVIC include estimated liabilities of approximately $4.1 million and $3.0 million at December 31, 2018 and 2017, respectively. DPL has estimated liabilities for medical, life, disability, and other reserves for claims costs below certain coverage thresholds of third-party providers of approximately $4.3 million and $4.4 million at December 31, 2018 and 2017, respectively, within Other current liabilities and Other deferred credits on the balance sheets. The estimated liabilities for workers’ compensation, medical, life and disability costs at DPL are actuarially determined using certain assumptions. There is uncertainty associated with these loss estimates, and actual results may differ from the estimates. Modification of these loss estimates based on experience and changed circumstances is reflected in the period in which the estimate is re-evaluated.

Pension and Postretirement Benefits

Consolidated Balance Sheets an asset or liability reflecting the funded status of pension and other postretirement plans with current-year changes from actuarial gains or losses related to our regulated operations, that would otherwise be recognized in AOCI, recorded as a regulatory asset as this can be recovered through future rates. Such changes that are not related to our regulated operations are recognized in AOCI. All plan assets are recorded at fair value. We follow the measurement date provisions of the accounting guidance, which require a year-end measurement date of plan assets and obligations for all defined benefit plans.

We account for and disclose pension and postretirement benefits in accordance with the provisions of GAAP relating to the accounting for pension and other postretirement plans. These GAAP provisions require the use of assumptions, such as the discount rate for liabilities and long-term rate of return on assets, in determining the obligations, annual cost and funding requirements of the plans. Consistent with the requirements of FASC 715, we apply a disaggregated discount rate approach for determining service cost and interest cost for our defined benefit pension plans and postretirement plans.

See Note 9 – Benefit Plans for more information.

Related Party Transactions

Related Party Transactions

In the normal course of business, DPL enters into transactions with related parties. All material intercompany accounts and transactions are eliminated in DPL’s Consolidated Financial Statements.

See Note 12 – Related Party Transactions for more information on Related Party Transactions.

Recently Issued Accounting Standards

New accounting pronouncements adopted in 2019 – The following table provides a brief description of recently adopted accounting pronouncements that had an impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or did not have a material impact on our consolidated financial statements.

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2018-02, Income Statement — Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from AOCI	This amendment allows a reclassification of the stranded tax effects resulting from the implementation of the Tax Cuts and Jobs Act from AOCI to retained earnings at the election of the filer. Because this amendment only relates to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.	January 1, 2019	We have not elected to reclassify any amounts to retained earnings. Our accounting policy for releasing the income tax effects from AOCI occurs on a portfolio basis.

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities	The standard updates the hedge accounting model to expand the ability to hedge nonfinancial and financial risk components, reduce complexity, and ease certain documentation and assessment requirements. When facts and circumstances are the same as at the previous quantitative test, a subsequent quantitative effectiveness test is not required. The standard also eliminates the requirement to separately measure and report hedge ineffectiveness. For cash flow hedges, this means that the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to earnings in the same income statement line as the hedged item. Transition method: modified retrospective with the cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date. Prospective for presentation and disclosures.	January 1, 2019	The adoption of this standard had no material impact on our condensed consolidated financial statements.
2016-02, 2018-01, 2018-10, 2018-11 Leases (Topic 842)	See "Adoption of FASC Topic 842, Leases" below.	January 1, 2019	See impact upon adoption of the standard below.

Adoption of FASC Topic 842, "Leases"

On January 1, 2019, we adopted ASU 2016-02 Leases and its subsequent corresponding updates (“FASC 842”). Under this standard, lessees are required to recognize assets and liabilities for most leases and recognize expenses in a manner similar to the current accounting method. For lessors, the guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. The guidance eliminates current real estate-specific provisions.

Under FASC 842, it is expected that fewer contracts will contain a lease. However, due to the elimination of the real estate-specific guidance and changes to certain lessor classification criteria, more leases will qualify as sales-type leases and direct financing leases. Under these two models, a lessor will derecognize the asset and will recognize a net investment in a lease. According to FASC 842, the net investment in the lease includes the fair value of the plant after the contract period but does not include variable payments such as margin on the sale of energy. Therefore, the net investment in the lease could be significantly different than the carrying amount of the underlying asset at lease commencement. In such circumstances, the difference between the initially recognized net investment in the lease and the carrying amount of the underlying asset is recognized as a gain/loss at lease commencement.

During the course of adopting FASC 842, we applied various practical expedients including:

• The package of practical expedients (applied to all leases) that allowed lessees and lessors not to reassess:

a. whether any expired or existing contracts are or contain leases,

b. lease classification for any expired or existing leases, and

c. whether initial direct costs for any expired or existing leases qualify for capitalization under FASC 842.

• The transition practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements, and

• The transition practical expedient for lessees that allowed businesses to not separate lease and non-lease components. We applied the practical expedient to all classes of underlying assets when valuing right-of-use assets and lease liabilities. Contracts where we are the lessor were separated between the lease and non-lease components.

We applied the modified retrospective method of adoption and elected to continue to apply the guidance in FASC 840 Leases to the comparative periods presented in the year of adoption. Under this transition method, we applied the transition provisions starting at the date of adoption.

The adoption of FASC 842 did not have a material impact on our Condensed Consolidated Financial Statements.

New Accounting Pronouncements Issued But Not Yet Effective – The following table provides a brief description of recent accounting pronouncements that could have a material impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or are expected to have no material impact on our consolidated financial statements.

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2016-13, 2019-04, 2019-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	See discussion of the ASU below.	January 1, 2020	We will adopt the standard on January 1, 2020; see below for the evaluation of the impact of the adoption on the condensed consolidated financial statements.

ASU 2016-13 and its subsequent corresponding updates will update the impairment model for financial assets measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses as it is done today, except that the losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities. There are various transition methods available upon adoption.

We are currently evaluating the impact of adopting the standard on our condensed consolidated financial statements; however, it is expected that the new current expected credit loss model will primarily impact the calculation of expected credit losses on $70.2 million in gross trade accounts receivable.

New accounting pronouncements adopted in 2018

The following table provides a brief description of recently adopted accounting pronouncements that had an impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or did not have a material impact on our consolidated financial statements.

Accounting Standard	Description	Date of Adoption	Effect on the financial statements upon adoption
New Accounting Standards Adopted
2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	This standard aligns the accounting for implementation costs incurred for a cloud computing arrangement that is a service with the requirement for capitalizing implementation costs associated with developing or obtaining internal-use software. Transition method: retrospective or prospective.	October 1, 2018	We elected to early-adopt this standard on a prospective basis, effective for fiscal year 2018. The adoption of this standard did not have a material impact on our financial statements.
2018-14, Compensation— Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework	This standard modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Transition method: retrospective.	Early adoption elected, January 1, 2018	Impact limited to changes in financial statement disclosures.
2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost	This standard changes the presentation of non-service costs associated with defined benefit plans and updates the guidance so that only the service cost component will be eligible for capitalization. Transition method: retrospective for presentation of non-service cost and prospective for the change in capitalization.	January 1, 2018	For the years ended December 31, 2017 and 2016 we reclassified non-service pension costs from Operating expenses to Other expense of $2.2 million and $3.2 million, respectively.
2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)	This standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Transition method: retrospective.	January 1, 2018	For the years ended December 31, 2017 and 2016, we reclassified from "Net cash used in investing activities" to "Net increase / (decrease) in cash, cash equivalents and restricted cash" $27.1 million and ($11.8) million, respectively.
2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	The standard significantly revises an entity’s accounting related to (1) classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosures of financial instruments. Transition method: modified retrospective. Prospective for equity investments without readily determinable fair value.	January 1, 2018	We adopted this standard January 1, 2018. At that date, we transferred $1.6 million ($1.0 million net of tax) of unrealized gains from AOCI to Accumulated Deficit.
2014-09, 2015-14, 2016-08, 2016-10, 2016-12, 2016-20, 2017-10, 2017-13, Revenue from Contracts with Customers (Topic 606)	See discussion of the ASU below.	January 1, 2018	See impact upon adoption of the standard below.

Adoption of FASC Topic 606, "Revenue from Contracts with Customers"

On January 1, 2018, we adopted ASU 2014-09, "Revenue from Contracts with Customers", and its subsequent corresponding updates ("FASC 606"). The core principle of this standard is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We applied the modified retrospective method of adoption to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning January 1, 2018 are presented under FASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under the previous revenue recognition standard. For contracts that were modified before January 1, 2018, we have not retrospectively restated the contracts for modifications. We instead reflected the aggregate effect of all modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price. We do not expect the adoption of the new revenue standard to have a material impact to our net income on an ongoing basis.

There was no cumulative effect to our January 1, 2018 Consolidated Balance Sheet resulting from the adoption of FASC 606.

New accounting pronouncements issued but not yet effective - The following table provides a brief description of recent accounting pronouncements that could have a material impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or are expected to have no material impact on our consolidated financial statements.

Accounting Standard	Description	Date of Adoption	Effect on the financial statements upon adoption
New Accounting Standards Issued but Not Yet Effective
2018-02, Income Statement - Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from AOCI	This amendment allows a reclassification of the stranded tax effects resulting from the implementation of the Tax Cuts and Jobs Act from AOCI to retained earnings. Because this amendment only relates to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.	January 1, 2019. Early adoption is permitted.	We do not expect any impact on our consolidated financial statements upon adoption of the standard on January 1, 2019.
2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities	The standard updates the hedge accounting model to expand the ability to hedge nonfinancial and financial risk components, reduce complexity, and ease certain documentation and assessment requirements. When facts and circumstances are the same as at the previous quantitative test, a subsequent quantitative effectiveness test is not required. The standard also eliminates the requirement to separately measure and report hedge ineffectiveness. For cash flow hedges, this means that the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to earnings in the same income statement line as the hedged item in the period in which it settles. Transition method: modified retrospective with the cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date. Prospective for presentation and disclosures.	January 1, 2019. Early adoption is permitted.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.
2018-19, 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The standard updates the impairment model for financial assets measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses as it is done today, except that the losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities. Transition method: various.	January 1, 2020. Early adoption is permitted only as of January 1, 2019.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.
2016-02, 2018-01, 2018-10, 2018-11, 2018-20 Leases (Topic 842)	See discussion of the ASU below.	January 1, 2019. Early adoption is permitted.	We have adopted the standard on January 1, 2019; see below for the evaluation of the impact of its adoption on our consolidated financial statements.

Adoption of FASC Topic 842, "Leases"

ASU 2016-02 and its subsequent corresponding updates require lessees to recognize assets and liabilities for most leases but recognize expenses in a manner similar to today’s accounting. For lessors, the guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. The guidance also eliminates today’s real estate-specific provisions.

The standard must be adopted using a modified retrospective approach. The FASB has provided an optional transition method, which we have elected, that allows entities to continue to apply the guidance in FASC 840 Leases to the comparative periods presented in the year of adoption. Under this transition method, we will apply the transition provisions starting on January 1, 2019.

We have elected to apply a package of practical expedients that allow lessees and lessors not to reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) whether initial direct costs for any expired or existing leases qualify for capitalization under FASC 842. These three practical expedients must be elected as a package and must be consistently applied to all leases.

We have also elected to apply an optional transition practical expedient for land easements that allows an entity to continue applying its current accounting policy for all land easements that exist before the standard’s effective date that were not previously accounted for under FASC 840.

We established a task force focused on the identification of contracts that would be under the scope of the new standard and on the assessment and measurement of the right-of-use assets and related liabilities. Additionally, the implementation team has been working on the configuration of a lease accounting tool that will support the implementation and the subsequent accounting. The implementation team has also evaluated changes to our business processes, systems and controls to support recognition and disclosure under the new standard.

Under FASC 842, it is expected that fewer contracts will contain a lease. However, due to the elimination of the real estate-specific guidance and changes to certain lessor classification criteria, more leases will qualify as sales-type leases and direct financing leases. Under these two models, a lessor will derecognize the asset and will recognize a lease receivable. According to FASC 842, the lease receivable includes the fair value of the plant after the contract period but does not include any variable payments such as margin on the sale of energy. Therefore, the lease receivable could be significantly different than the carrying amount of the underlying asset at lease commencement. In such circumstances, the difference between the initially recognized lease receivable and the carrying amount of the underlying asset is recognized as a gain/loss at lease commencement.

The adoption of FASC 842 did not have a material impact on our consolidated financial statements.

Master Trust [Member]

Significant Accounting Policies [Line Items]

Financial Instruments

DPL Capital Trust II

DPL has a wholly-owned business trust, DPL Capital Trust II (the Trust), formed for the purpose of issuing trust capital securities to third-party investors. Effective in 2003, DPL deconsolidated the Trust upon adoption of the accounting standards related to variable interest entities and currently treats the Trust as an unconsolidated subsidiary. The Trust holds mandatorily redeemable trust capital securities. The investment in the Trust, which amounts to $0.2 million and $0.3 million at December 31, 2018 and 2017, respectively, is included in Other deferred assets within Other noncurrent assets. DPL also has a note payable to the Trust amounting to $15.6 million and $15.6 million at December 31, 2018 and 2017, respectively, that was established upon the Trust’s deconsolidation in 2003. See Note 7 – Long-term debt for additional information.

In addition to the obligations under the note payable mentioned above, DPL also agreed to a security obligation which represents a full and unconditional guarantee of payments to the capital security holders of the Trust.

XML

Generation Separation (Notes)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Discontinued Operations

Dispositions

Beckjord Facility – On February 26, 2018, DP&L and its co-owners of the retired Beckjord Facility agreed to transfer their interests in the retired Facility to a third party, including their obligations to remediate the Facility and its site,

and the transfer occurred on that same date. As a result, DPL recognized a loss on the transfer of $11.7 million and made cash expenditures of $14.5 million, inclusive of cash expenditures for the transfer charges. The Beckjord Facility was retired in 2014, and, as such, the income / (loss) from continuing operations before income tax related to the Beckjord Facility was immaterial for the three and nine months ended September 30, 2018, excluding the loss on transfer noted above. Prior to the transfer, the Beckjord Facility was included in the Utility segment.

Discontinued Operations

On December 8, 2017, DPL and AES Ohio Generation completed the sale of their entire undivided interest in the Miami Fort Station and the Zimmer Station. On March 27, 2018, DPL and AES Ohio Generation completed the sale of the Peaker assets to Kimura Power, LLC, and this transaction resulted in a loss on sale of $1.9 million for the nine months ended September 30, 2018. Further, on May 31, 2018, DPL and AES Ohio Generation retired the Stuart Station coal-fired and diesel-fired generating units and the Killen Station coal-fired generating unit and combustion turbine as planned.

Consequently, we determined that the disposal of this group of components, as a whole, represents a strategic shift to exit generation, and, as such, qualifies to be presented as discontinued operations. Therefore, the results of operations, assets and liabilities of this group of components were reported as such in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets for all periods presented.

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	September 30, 2019			December 31, 2018
Accounts receivable, net	$	6.8		$	4.0
Taxes applicable to subsequent years	0.6			2.3
Prepayments and other current assets	0.9			2.4
Intangible assets, net of amortization	0.2			5.3
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	8.5		$	14.0
Accounts payable	$	4.3		$	3.9
Accrued taxes	2.4			3.1
Accrued and other current liabilities	3.2			5.2
Deferred income taxes (a)	(33.2		)	(39.8		)
Taxes payable	—			2.3
Accrued pension and other post-retirement benefits	—			9.7
Asset retirement obligations	70.4			90.4
Other non-current liabilities	15.2			6.6
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	62.3		$	81.4

(a) Deferred income taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, operating costs, other expenses and income tax of discontinued operations for the periods indicated:

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Revenues	$	10.1		$	15.6		$	41.0		$	141.8
Operating costs and other expenses	(10.5		)	(10.6		)	(8.2		)	(105.1		)
Income from discontinued operations	(0.4		)	5.0			32.8			36.7
Gain / (loss) from disposal of discontinued operations	—			0.3			0.1			(1.6		)
Income tax expense from discontinued operations	0.1			1.0			7.1			5.9
Net income from discontinued operations	$	(0.5	)	$	4.3		$	25.8		$	29.2

Cash flows related to discontinued operations are included in our Condensed Consolidated Statements of Cash Flows. Cash flows from operating activities for discontinued operations were $(0.5) million and $(7.2) million for the three months ended September 30, 2019 and 2018, respectively, and $12.4 million and $37.2 million for the nine months ended September 30, 2019 and 2018, respectively. Cash flows from investing activities for discontinued operations were $233.8 million for the nine months ended September 30, 2018. There were no cash flows from

investing activities for the three and nine months ended September 30, 2019 or for the three months ended September 30, 2018.

AROs of Discontinued Operations

DPL's retired Stuart and Killen generating facilities continue to carry ARO liabilities consisting primarily of river intake and discharge structures, coal unloading facilities, landfills and ash disposal facilities. In the first quarter of 2019, DPL reduced the ARO liability related to the Stuart and Killen ash ponds and landfills by a combined $22.5 million based on updated internal analyses that reduced estimated closure costs associated with these ash ponds and landfills. The remaining ARO liability related to Stuart and Killen is included in the Asset retirement obligations balance in the total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets as of September 30, 2019 above. As these plants are no longer in service, the reduction to the ARO liability was also recorded as a credit to depreciation and amortization expense in the same amount. The credit to depreciation and amortization expense is included in operating costs and other expenses of discontinued operations for the nine months ended September 30, 2019 in the table above.

On December 8, 2017, DPL and AES Ohio Generation completed the sale transaction of their entire undivided interest in the Miami Fort Station and the Zimmer Station, which resulted in a gain on sale of $14.0 million for the year ended December 31, 2017. On March 27, 2018, DPL and AES Ohio Generation completed the sale transaction of the Peaker assets to Kimura Power, LLC, which resulted in a loss on sale of $1.9 million for the year ended December 31, 2018. Further, on May 31, 2018, DPL and AES Ohio Generation retired the Stuart Station coal-fired and diesel-fired generating units and the Killen Station coal-fired generating unit and combustion turbine, as planned. Consequently, in the second quarter of 2018, DPL determined that the disposal of this group of components as a whole represents a strategic shift by us to exit generation, and, as such, qualifies to be presented as discontinued operations. Therefore, the results of operations and financial position for this group of components were reported as such in the Consolidated Statements of Operations and Consolidated Balance Sheets for all periods presented.

Previously, on January 1, 2016, DPL closed on the sale of DPLER, its competitive retail business. The sale agreement was signed on December 28, 2015, and DPL received $75.5 million of restricted cash on December 31, 2015 for the sale. DPL recorded a gain on this transaction of $49.2 million in the first quarter of 2016. The gain included the impact of DPLER’s liability to DP&L that transferred with the sale on January 1, 2016. As such, the results of operations of DPLER were also reported as discontinued operations in the Consolidated Statements of Operations for the year ended December 31, 2016.

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	December 31, 2018			December 31, 2017
Restricted cash	$	—		$	1.5
Accounts receivable, net	4.0			37.9
Inventories	—			19.4
Taxes applicable to subsequent years	2.3			7.4
Other prepayments and current assets	2.4			17.4
Property, plant & equipment, net	—			232.2
Intangible assets, net	5.3			5.5
Other deferred assets	—			0.6
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	14.0		$	321.9
Accounts payable	$	3.9		$	25.1
Accrued taxes	3.1			6.3
Other current liabilities	5.2			30.0
Long-term debt (a)	—			0.3
Deferred taxes (b)	(39.8		)	(2.3		)
Taxes payable	2.3			7.4
Pension, retiree and other benefits	9.7			10.6
Asset retirement obligations	90.4			116.6
Other deferred credits	6.6			5.9
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	81.4		$	199.9

(a) Long-term debt relates to capital leases.

(b) Deferred taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, cost of revenues, operating and other expenses and income tax of discontinued operations for the periods indicated:

	Years ended December 31,
$ in millions	2018			2017			2016
Revenues	$	158.6		$	492.9		$	593.0
Cost of revenues	(74.3		)	(249.5		)	(349.6		)
Operating and other expenses	(13.8		)	(195.0		)	(214.6		)
Fixed-asset impairment	—			(175.8		)	(835.2		)
Income / (loss) from discontinued operations	70.5			(127.4		)	(806.4		)
Gain / (loss) from disposal of discontinued operations	(1.6		)	14.0			49.2
Income tax expense / (benefit) from discontinued operations	30.0			(20.3		)	(257.2		)
Net income / (loss) from discontinued operations	$	38.9		$	(93.1	)	$	(500.0	)

Cash flows related to discontinued operations are included in our Consolidated Statements of Cash Flows. Cash flows from operating activities for discontinued operations were $(6.8) million, $126.8 million and $92.3 million for the years ended December 31, 2018, 2017 and 2016, respectively. Cash flows from investing activities for discontinued operations were $233.8 million, $51.8 million and $(56.8) million for the years ended December 31, 2018, 2017 and 2016, respectively.

The PUCO authorized DP&L to maintain long-term debt of $750.0 million or 75% of its rate base, whichever is greater, until January 1, 2018, or to file an application to explain why it would not achieve those metrics. Accordingly, $750.0 million of debt and the pro rata interest expense associated with that debt were allocated to continuing operations. All remaining interest expense is included in the discontinued operations above. The interest expense included in discontinued operations was $0.2 million and $0.5 million for the years December 31, 2017 and 2016, respectively.

AROs of Discontinued Operations

DPL's retired Stuart and Killen generating facilities continue to carry ARO liabilities consisting primarily of river intake and discharge structures, coal unloading facilities, landfills, and ash disposal facilities. In the fourth quarter of 2018, DPL reduced the ARO liability related to the Stuart and Killen ash ponds and landfills by $27.6 million based on updated internal analyses that reduced estimated closure costs associated with these ash ponds and landfills. The remaining ARO liability related to Stuart and Killen is included in the AROs in the total liabilities of the disposal

group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets as of December 31, 2018 above. As these plants are no longer in service, the reduction to the ARO liability was also recorded as a credit to depreciation and amortization expense in the same amount. The credit to depreciation and amortization expense is included in operating and other expenses of discontinued operations for the year ended December 31, 2018 in the table above.

DispositionsBeckjord Facility – On February 26, 2018, DP&L and its co-owners of the retired Beckjord Facility agreed to transfer their interests in the retired Facility to a third party, including their obligations to remediate the Facility and its site, and the transfer occurred on that same date. As a result, DPL recognized a loss on the transfer of $11.7 million and made cash expenditures of $14.5 million, inclusive of cash expenditures for the transfer charges. The Beckjord Facility was retired in 2014, and, as such, the income / (loss) from continuing operations before income tax related to the Beckjord Facility was immaterial for the years ended December 31, 2018, 2017 and 2016, excluding the loss on transfer noted above. Prior to the transfer, the Beckjord Facility was included in the Utility segment.

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Common Stock, Shares Authorized	1,500	1,500
Common Stock, Shares, Issued	1	1
Common stock, shares outstanding	1	1
THE DAYTON POWER AND LIGHT COMPANY [Member]
Common Stock, Shares Authorized		50,000,000
Common stock, shares outstanding		41,172,173
Common stock, par value (in USD per share)	$ 0.01	$ 0.01

XML

Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Costs and Expenses	$ 154.5	$ 165.8	$ 463.8	$ 497.8
Revenues	199.0	207.7	592.2	591.5	$ 775.9
Cost of revenues:
Net fuel cost	5.2	4.6	13.0	12.7	17.5	$ 9.0	$ 17.4
Utilities Operating Expense, Purchased Power	66.5	83.6	195.0	238.9
Gross margin					453.4	443.9	497.7
Utilities Operating Expense, Maintenance and Operations	44.2	37.3	142.3	118.3	156.8	186.1	213.5
Depreciation and amortization	17.7	19.7	54.1	58.8	73.1	76.1	73.6
Taxes, Miscellaneous	20.9	19.0	58.5	54.5	73.5	77.1	68.4
Fixed-asset impairment (Note 14)			0.0	2.8	2.8	0.0	23.9
Gain (Loss) on Sale of Assets and Asset Impairment Charges, excluding Discontinued Operations					0.0	(0.6)	(0.7)
Other Operating Income (Expense), Net	0.0	(1.6)	(0.9)	(14.6)
Gain (Loss) on Disposition of Business					11.7	0.0	0.0
Operating Expenses					317.9	338.7	378.7
Operating income	44.5	41.9	128.4	93.7	135.5	105.2	119.0
Other income / (expense), net
Interest expense	(18.3)	(22.6)	(63.7)	(74.4)	(98.0)	(110.0)	(107.4)
Charge for early redemption of debt	0.0	0.0	(44.9)	(6.4)	(6.5)	(3.3)	(3.1)
Other income	0.3	0.5	3.2	0.8	0.9	1.6	3.9
Other expense, net	(18.0)	(22.1)	(105.4)	(80.0)	(103.6)	(111.7)	(106.6)
Income / (loss) from continuing operations before income tax	26.5	19.8	23.0	13.7	31.9	(6.5)	12.4
Income tax expense / (benefit) from continuing operations	(9.4)	3.1	(12.6)	1.5	0.7	(5.0)	(2.4)
Net income / (loss) from continuing operations	35.9	16.7	35.6	12.2	31.2	(1.5)	14.8
Income / (loss) from discontinued operations before income tax	(0.4)	5.0	32.8	36.7	70.5	(127.4)	(806.4)
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax	0.0	0.3	0.1	(1.6)	(1.6)	14.0	49.2
Income tax expense / (benefit) from discontinued operations	0.1	1.0	7.1	5.9	30.0	(20.3)	(257.2)
Net income / (loss) from discontinued operations	(0.5)	4.3	25.8	29.2	38.9	(93.1)	(500.0)
Net loss	35.4	21.0			70.1	(94.6)	(485.2)
Net income (loss)	$ 35.4	$ 21.0	$ 61.4	$ 41.4	70.1	(94.6)	(485.2)
Electricity, Purchased [Member]
Cost of revenues:
Cost of Goods and Services Sold					305.0	291.0	319.1
Electricity [Member]
Revenues					775.9	743.9	834.2
Cost of revenues:
Cost of Goods and Services Sold					$ 322.5	$ 300.0	$ 336.5

XML

Related Party Transactions

12 Months Ended

Dec. 31, 2018

Entity Information [Line Items]

Related Party Transactions

Service Company

The Service Company allocates the costs for services provided based on cost drivers designed to result in fair and equitable allocations. This includes ensuring that the regulated utilities served, including DP&L, are not subsidizing costs incurred for the benefit of other businesses.

Benefit Plans

DPL participates in an agreement with Health and Welfare Benefit Plans LLC, an affiliate of AES, to participate in a group benefits program, including but not limited to, health, dental, vision and life benefits. Health and Welfare Benefit Plans LLC administers the financial aspects of the group insurance program, receives all premium payments from the participating affiliates, and makes all vendor payments.

Long-term Compensation Plan

During 2018, 2017 and 2016, many of DPL’s non-union employees received benefits under the AES Long-term Compensation Plan, a deferred compensation program. This type of plan is a common employee retention tool used in our industry. Benefits under this plan are granted in the form of performance units payable in cash and AES restricted stock units. Restricted stock units vest ratably over a three-year period. The performance units payable in cash vest at the end of the three-year performance period and are subject to certain AES performance criteria. Total deferred compensation expense recorded during 2018, 2017 and 2016 was $0.4 million, $0.4 million and $0.5 million, respectively, and was included in “Other Operating Expenses” on DPL’s Consolidated Statements of Operations. The value of these benefits is being recognized over the 36-month vesting period and a portion is recorded as miscellaneous deferred credits with the remainder recorded as “Paid in capital” on DPL’s Consolidated Balance Sheets in accordance with FASC 718 “Compensation - Stock Compensation.”

The following table provides a summary of our related party transactions:

	Years ended December 31,
$ in millions	2018			2017			2016
Transactions with the Service Company
Charges for services provided	$	41.0		$	46.5		$	42.8
Charges to the Service Company	$	4.9		$	4.2		$	4.6
Transactions with other AES affiliates:
Payments for health, welfare and benefit plans	$	7.9		$	15.4		$	9.6
Consulting services	$	2.0		$	—		$	—
Balances with related parties:	At December 31, 2018			At December 31, 2017
Net payable to the Service Company	$	(4.8	)	$	(3.9	)
Net payable to other AES affiliates	$	(0.5	)	$	(0.6	)

DPL Capital Trust II

DPL has a wholly-owned business trust, DPL Capital Trust II (the Trust), formed for the purpose of issuing trust capital securities to third-party investors. Effective in 2003, DPL deconsolidated the Trust upon adoption of the accounting standards related to variable interest entities and currently treats the Trust as a nonconsolidated subsidiary. The Trust holds mandatorily redeemable trust capital securities. The investment in the Trust, which amounted to $0.2 million and $0.3 million at December 31, 2018 and 2017, respectively, is included in Other deferred assets within Other noncurrent assets. DPL also has a note payable to the Trust amounting to $15.6 million and $15.6 million at December 31, 2018 and 2017, respectively, that was established upon the Trust’s deconsolidation in 2003. See Note 7 – Long-term debt for additional information.

In addition to the obligations under the note payable mentioned above, DPL also agreed to a security obligation which represents a full and unconditional guarantee of payments to the capital security holders of the Trust.

Income Taxes

AES files federal and state income tax returns which consolidate DPL and its subsidiaries. Under a tax sharing agreement with AES, DPL is responsible for the income taxes associated with its own taxable income and records the provision for income taxes using a separate return method. Effective with the approval of DP&L's 2017 ESP, DPL is restricted from making tax sharing payments to AES throughout the term of the DMR and amounts that would otherwise have been tax sharing liabilities are considered deemed capital contributions. See Note 8 – Income Taxes for more information.

XML

Schedule II Valuation And Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Provision for Uncollectible Accounts [Member]
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	$ 1,053	$ 1,159	$ 835
Additions	3,411	3,141	4,113
Deductions	3,574	3,247	3,789
Balance at End of Period	890	1,053	1,159
Valuation Allowance For Deferred Tax Assets [Member]
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	36,328	38,266	39,874
Additions	1,539	4,383	0
Deductions	8,794	6,321	1,608
Balance at End of Period	$ 29,073	$ 36,328	$ 38,266

XML

Debt (Narrative) (Details) $ in Millions					3 Months Ended	6 Months Ended				9 Months Ended		12 Months Ended
	Jun. 06, 2019 USD ($)	May 07, 2019 USD ($)	Apr. 17, 2019 USD ($)	Apr. 04, 2019 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018 USD ($) debt_covenant fiscal_quarter	Jul. 03, 2018	Sep. 30, 2019 USD ($) debt_covenant fiscal_quarter	Sep. 30, 2018 USD ($) debt_covenant	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018 USD ($) debt_covenant fiscal_quarter	Sep. 30, 2018 USD ($) debt_covenant	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Apr. 30, 2018 USD ($)	Mar. 30, 2018 USD ($)	Jan. 03, 2018	Aug. 03, 2015 USD ($)
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity										$ 125.0
Current portion - long-term debt								$ 103.6						$ 103.6
Unamortized adjustments to market value from purchase accounting								1.9						1.9
Letter of credit sublimit										75.0
Line of credit facility, additional borrowing capacity										50.0
Proceeds from Issuance of Long-term Debt										821.7	$ 0.0			0.0		$ 0.0	$ 442.8
Unamortized Deferred Financing Costs								(4.3)						(4.3)		(6.8)
Current portion - long-term debt								103.6		$ 139.6				$ 103.6		4.6
Debt Covenant, Leverage Ratio, Maximum										0.67				0.67
Debt Covenant, Interest Coverage Ratio, Minimum										2.50	2.50			2.25
Interest Coverage Ratio										2.99				2.61
Leverage Ratio														1.47
Debt Covenant, Total Debt to Total Capitalization Ratio, Maximum														0.65
Long Term Indebtedness, Less than or Equal to														$ 750.0		750.0
Debt Instrument, Unamortized Discount (Premium), Net								0.5		$ 1.1				0.5		0.6
Total Long-term Debt At Subsidiary With Purchase Accounting Adjustments								586.1						586.1		646.6
Long-term Debt, Excluding Current Maturities								1,372.3		$ 1,223.3				1,372.3		1,700.2
Long-term Debt, Maturities, Repayments of Principal in Year Two								144.7						$ 144.7
Debt Covenant, Debt to EBITDA Ratio, Maximum														7.00
Debt to EBITDA Ratio										5.68				5.84
Long-term Line of Credit								0.0						$ 0.0
THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity										$ 175.0
Letter of credit sublimit										75.0
Line of credit facility, additional borrowing capacity										100.0
Long Term Indebtedness, Less than or Equal to															$ 750.0
Unamortized Deferred Financing Costs (Subsidiary)								(6.3)						(6.3)		(9.8)
Debt Instrument, Unamortized Discount (Premium), Net								1.4		2.7				1.4		2.0
Total Long-term Debt At Subsidiary With Purchase Accounting Adjustments								586.1		$ 574.2				586.1
Long-term Line of Credit								0.0						0.0
3.95% Senior Notes due 2049 [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End										Jun. 15, 2049
Proceeds from Issuance of Long-term Debt	$ 425.0
Long-term Debt, Gross										$ 425.0
Extinguishment of debt, amount	$ 435.0
Debt instrument interest percentage										3.95%
Ten Year Senior Unsecured Bonds At435 Maturing At April152029 [Member]
Debt Instrument [Line Items]
Proceeds from Issuance of Long-term Debt			$ 400.0
Debt instrument interest percentage			4.35%
Senior Unsecured Notes At6.80 Maturing On October2019 [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End										Oct. 01, 2019
Long-term Debt, Gross								$ 99.0						99.0					$ 200.0
Make Whole Premium				$ 1.5														$ 5.1
Extinguishment of debt, amount				$ 99.0	$ 101.0									$ 101.0
Debt instrument interest percentage					6.75%			6.75%		6.75%				6.75%
Term Loan Maturing 2022 (DPL) [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End														Aug. 24, 2022
Long-term Debt, Gross								$ 436.1						$ 436.1		440.6
Eurodollar rate Term Loan B [Member]
Debt Instrument [Line Items]
Debt instrument interest percentage								3.25%						3.25%						2.00%
Base Rate Term Loan B [Member]
Debt Instrument [Line Items]
Debt instrument interest percentage								2.25%						2.25%						1.00%
Revolving Credit Agreement and Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Number of financial covenants | debt_covenant										2	2				2
Revolving Credit Agreement and Standby Letters of Credit [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Number of prior quarters included in debt to EBITDA ratio | fiscal_quarter								4		4				4
Debt Covenant, Interest Coverage Ratio, Minimum										2.50				2.50
Interest Coverage Ratio										9.36				8.09
U.S. Government note maturing in 2061 - 4.20% [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End										Feb. 01, 2061				Feb. 01, 2061
Long-term Debt, Gross								$ 17.7						$ 17.7		17.8
Debt instrument interest percentage										4.20%
U.S. Government note maturing in 2061 - 4.20% [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross								$ 17.7		$ 17.6				17.7
Term Loan Maturing 2022 [Member]
Debt Instrument [Line Items]
Early prepayment rate									101.00%
Standard Repayment Rate								100.00%
Term Loan Maturing 2022 [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross								$ 436.1		$ 0.0				$ 436.1
First Mortgage Bonds [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Debt Covenant, Total Debt to Total Capitalization Ratio, Maximum										0.65					0.75
Bank Term Loan maturing in May 2018 [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End														Jul. 31, 2020
Bank Term Loan Maturing July 2020 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross								0.0						$ 0.0		70.0
Extinguishment of debt, amount					$ 70.0									$ 70.0
Five Year Senior Unsecured Notes At6.75 Maturing October152019 [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End														Oct. 01, 2019
Long-term Debt, Gross								$ 99.0						$ 99.0		200.0
Debt instrument interest percentage								6.75%						6.75%
DPL Revolving Credit Agreement and Term Loan Maturing July 2020 [Member]
Debt Instrument [Line Items]
Number of financial covenants | debt_covenant								2		2				2
Debt Instrument, Debt Covenant, Debt to EBITDA Ratio, Number of Quarters | fiscal_quarter								4		4				4
Number of prior quarters included in debt to EBITDA ratio | fiscal_quarter										4
Senior Unsecured Bonds at 7.25% maturing in 2021 [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End										Oct. 01, 2021				Oct. 01, 2021
Long-term Debt, Gross		$ 380.0						$ 780.0		$ 380.0				$ 780.0		780.0
Make Whole Premium		41.4
Extinguishment of debt, amount		$ 400.0
Debt instrument interest percentage					7.25%			7.25%		7.25%				7.25%
Note to DPL Capital Trust II Maturing in 2031 - 8.125% [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End										Sep. 01, 2031				Sep. 01, 2031
Long-term Debt, Gross								$ 15.6		$ 15.6				$ 15.6		15.6
Debt instrument interest percentage								8.125%		8.125%				8.125%
Variable Rate Notes Backed by Term Loan and First Mortgage Bonds [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End										Aug. 01, 2020
Extinguishment of debt, amount					$ 60.0									$ 60.0
Variable Rate Notes Backed by Term Loan and First Mortgage Bonds [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross								$ 140.0		$ 140.0				$ 140.0
Debt Instrument, Face Amount																					$ 200.0
One Point One Three To One Point One Seven Bonds Maturing In August Two Thousand Twenty [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End														Aug. 01, 2020
Long-term Debt, Gross								140.0		$ 140.0				$ 140.0		200.0
Revolving Credit Facility [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Debt Instrument [Line Items]
Debt Covenant, Total Debt to Total Capitalization Ratio, Maximum										0.67
Total Debt to Total Capitalization Ratio										0.58
Subsequent Event [Member]
Debt Instrument [Line Items]
Debt Covenant, Interest Coverage Ratio, Minimum													2.25
Debt Covenant, Debt to EBITDA Ratio, Maximum						6.75	7.00					6.50
Debt [Member]
Debt Instrument [Line Items]
Long-term Debt and Capital Lease Obligations, Including Current Maturities								$ 1,475.9						$ 1,475.9		$ 1,704.8
2018 [Member]
Debt Instrument [Line Items]
Debt Covenant, Interest Coverage Ratio, Minimum														2.10
Debt Covenant, Debt to EBITDA Ratio, Maximum														7.25

XML

Derivative Instruments and Hedging Activities (Outstanding Derivative Instruments) (Details)	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($) MMBTU MWh	Dec. 31, 2016 USD ($)	Sep. 30, 2019 USD ($)	Mar. 29, 2018 USD ($)
Sale of Derivative Instruments Interest Rate Swap | $	$ (60,000,000.0)				$ (60,000,000.0)
Designated as Hedging Instrument [Member] | Forward Contract Power [Member]
Purchase of Units Derivative Instruments Forward Power Contracts Designated as Cash Flow Hedge		678,500
Sales of Units Derivative Instruments Forward Power Contracts Designated as Cash Flow Hedge		(1,667,000.0)
Derivative, Nonmonetary Notional Amount MWh		(988,500)
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Sale of Derivative Instruments Interest Rate Swap | $	0	$ 0
Purchase of Derivative Instruments Interest Rate Swap | $	140,000,000.0	200,000,000.0
Derivative, Notional Amount, Purchase (Sales), Net | $	140,000,000.0	200,000,000.0		$ 140,000,000.0
Not Designated as Hedging Instrument [Member]
Derivative, Gain (Loss) on Derivative, Net | $	900,000	3,200,000	$ (900,000)
Not Designated as Hedging Instrument [Member] | Commodity Contract - FTR [Member]
Derivative, Gain (Loss) on Derivative, Net | $	700,000	$ 400,000	(300,000)
Purchase of Units Derivative Instruments Financial Transmission Rights		2,100
Sale of Units Derivative Instruments Financial Transmission Rights		0
Derivative, Nonmonetary Notional Amount MWh		2,100
Not Designated as Hedging Instrument [Member] | Natural Gas [Member]
Derivative, Gain (Loss) on Derivative, Net | $	200,000	$ 1,600,000	2,600,000
Purchase of Units Derivative Instruments Natural Gas | MMBTU		3,322,500
Sale of Units Derivative Instruments Natural Gas | MMBTU		(390,000.0)
Derivative, Nonmonetary Notional Amount MWh | MMBTU		2,932,500
Not Designated as Hedging Instrument [Member] | Forward Contract Power [Member]
Derivative, Gain (Loss) on Derivative, Net | $	$ 0	$ 1,200,000	$ (3,200,000)
Purchase of Units Derivative Instruments Forward Power Contracts Not Designated as Hedged		871,000.0
Sales of Units Derivative Instruments Forward Power Contracts Not Designated as Hedged		(765,600)
Derivative, Nonmonetary Notional Amount MWh		105,400

XML

Discontinued Operations (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2017	Dec. 31, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Restricted Cash					$ 0.0	$ 1.5
Deposit received on sale of DPLER									$ 75.5
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax	$ 0.0	$ 0.3	$ 0.1	$ (1.6)	(1.6)	14.0	$ 49.2
Accounts receivable, net	6.8		6.8		4.0	37.9
Property, plant & equipment, net					0.0	232.2
Intangible assets, net	0.2		0.2		5.3	5.5
Total assets of the disposal group classified as held for sale in the balance sheets	8.5		8.5		14.0	321.9
Accounts payable	4.3		4.3		3.9	25.1
Total liabilities of the disposal group classified as held for sale in the balance sheets	62.3		62.3		81.4	199.9
Revenues	10.1	15.6	41.0	141.8	158.6	492.9	593.0
Cost of revenues					(74.3)	(249.5)	(349.6)
Income / (loss) from discontinued operations before income tax	(0.4)	5.0	32.8	36.7	70.5	(127.4)	(806.4)
Income tax expense / (benefit) from discontinued operations	0.1	1.0	7.1	5.9	30.0	(20.3)	(257.2)
Net income / (loss) from discontinued operations	(0.5)	4.3	25.8	29.2	38.9	(93.1)	(500.0)
Cash Provided by (Used in) Operating Activities, Discontinued Operations	(0.5)	(7.2)	12.4	37.2	(6.8)	126.8	92.3
Cash Provided by (Used in) Investing Activities, Discontinued Operations	0.0		0.0	233.8	233.8	51.8	(56.8)
Disposal Group, Including Discontinued Operation, Inventory					0.0	19.4
Disposal Group, Including Discontinued Operations, Taxes Applicable to Subsequent Years	0.6		0.6		2.3	7.4
Disposal Group, Including Discontinued Operation, Other Assets, Current	0.9		0.9		2.4	17.4
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent					0.0	0.6
Disposal Group, Including Discontinued Operation, Accrued Income Tax Payable	2.4		2.4		3.1	6.3
Disposal Group, Including Discontinued Operation, Other Liabilities, Current	3.2		3.2		5.2	30.0
Disposal Group, Including Discontinued Operations, Long-Term Debt					0.0	0.3
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities	(33.2)		(33.2)		(39.8)	(2.3)
Disposal Group, Including Discontinued Operation, Taxes Payable	0.0		0.0		2.3	7.4
Disposal Group, Including Discontinued Operation, Pension Plan Benefit Obligation	0.0		0.0		9.7	10.6
Asset Retirement Obligation, Held for Sale	70.4		70.4		90.4	116.6
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent	15.2		15.2		6.6	5.9
Disposal Group, Including Discontinued Operation, Operating and Other Expenses	$ (10.5)	$ (10.6)	(8.2)	(105.1)	(13.8)	(195.0)	(214.6)
Disposal Group, Including Discontinued Operation, Fixed-Asset Impairment					0.0	(175.8)	(835.2)
Long Term Indebtedness, Less than or Equal to					750.0	$ 750.0
Debt Percentage of Rate Base						75.00%
Disposal Group, Including Discontinued Operation, Interest Expense						$ 0.2	$ 0.5
Disposal Group, Including Discontinued Operation, Asset Retirement Obligation, Revision of Estimate			$ 22.5		27.6
Miami Fort and Zimmer [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax						$ (14.0)
AES Ohio Generation peakers [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax				$ (1.9)	$ (1.9)
Utility [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Long-term Debt, Gross								$ 750.0

XML

Contractual Obligations, Commercial Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Schedule Of Contractual Obligations And Commercial Commitments

We enter into various contractual obligations and other commercial commitments that may affect the liquidity of our operations. At December 31, 2018, these include:

	Payments due in:
$ in millions	Total		Less than 1 year		2 - 3 years		4 - 5 years		More than 5 years
Electricity purchase commitments	$	209.4	$	139.5	$	69.9	$	—	$	—
Purchase orders and other contractual obligations	$	40.2	$	11.4	$	14.8	$	14.0	$	—

XML

Discontinued Operations (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Summary of Balance Sheet and Profit and Loss Information for Discontinued Operations

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	September 30, 2019			December 31, 2018
Accounts receivable, net	$	6.8		$	4.0
Taxes applicable to subsequent years	0.6			2.3
Prepayments and other current assets	0.9			2.4
Intangible assets, net of amortization	0.2			5.3
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	8.5		$	14.0
Accounts payable	$	4.3		$	3.9
Accrued taxes	2.4			3.1
Accrued and other current liabilities	3.2			5.2
Deferred income taxes (a)	(33.2		)	(39.8		)
Taxes payable	—			2.3
Accrued pension and other post-retirement benefits	—			9.7
Asset retirement obligations	70.4			90.4
Other non-current liabilities	15.2			6.6
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	62.3		$	81.4

(a) Deferred income taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, operating costs, other expenses and income tax of discontinued operations for the periods indicated:

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Revenues	$	10.1		$	15.6		$	41.0		$	141.8
Operating costs and other expenses	(10.5		)	(10.6		)	(8.2		)	(105.1		)
Income from discontinued operations	(0.4		)	5.0			32.8			36.7
Gain / (loss) from disposal of discontinued operations	—			0.3			0.1			(1.6		)
Income tax expense from discontinued operations	0.1			1.0			7.1			5.9
Net income from discontinued operations	$	(0.5	)	$	4.3		$	25.8		$	29.2

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	December 31, 2018			December 31, 2017
Restricted cash	$	—		$	1.5
Accounts receivable, net	4.0			37.9
Inventories	—			19.4
Taxes applicable to subsequent years	2.3			7.4
Other prepayments and current assets	2.4			17.4
Property, plant & equipment, net	—			232.2
Intangible assets, net	5.3			5.5
Other deferred assets	—			0.6
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	14.0		$	321.9
Accounts payable	$	3.9		$	25.1
Accrued taxes	3.1			6.3
Other current liabilities	5.2			30.0
Long-term debt (a)	—			0.3
Deferred taxes (b)	(39.8		)	(2.3		)
Taxes payable	2.3			7.4
Pension, retiree and other benefits	9.7			10.6
Asset retirement obligations	90.4			116.6
Other deferred credits	6.6			5.9
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	81.4		$	199.9

(a) Long-term debt relates to capital leases.

(b) Deferred taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, cost of revenues, operating and other expenses and income tax of discontinued operations for the periods indicated:

	Years ended December 31,
$ in millions	2018			2017			2016
Revenues	$	158.6		$	492.9		$	593.0
Cost of revenues	(74.3		)	(249.5		)	(349.6		)
Operating and other expenses	(13.8		)	(195.0		)	(214.6		)
Fixed-asset impairment	—			(175.8		)	(835.2		)
Income / (loss) from discontinued operations	70.5			(127.4		)	(806.4		)
Gain / (loss) from disposal of discontinued operations	(1.6		)	14.0			49.2
Income tax expense / (benefit) from discontinued operations	30.0			(20.3		)	(257.2		)
Net income / (loss) from discontinued operations	$	38.9		$	(93.1	)	$	(500.0	)

XML

Overview and Summary of Significant Accounting Policies (Accounting for Taxes Collected from Customers and Remitted to Governmental Authorities) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Excise Taxes Collected	$ 13.0	$ 13.8	$ 37.3	$ 39.2	$ 51.7	$ 49.4	$ 50.9

XML

Benefit Plans (Defined Benefits Plan Assets, Target Allocations) (Details)	Dec. 31, 2018	Dec. 31, 2017
Equity Securities [Member]
Target Allocation	38.00%
Percentage of plan assets	33.00%	35.00%
Debt Securities [Member]
Target Allocation	56.00%
Percentage of plan assets	58.00%	55.00%
Cash and Cash Equivalents [Member]
Target Allocation	0.00%
Percentage of plan assets	1.00%	0.00%
Real Estate [Member]
Target Allocation	6.00%
Percentage of plan assets	8.00%	10.00%

XML

Income Taxes (Components of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Taxes [Line Items]
Effective Income Tax Rate Reconciliation, deferred tax adjustment percent			0.00%	11.00%	(75.10%)
Depreciation / property basis			$ (112.0)	$ (113.4)
Income taxes recoverable			25.0	11.0
Deferred Tax Liabilities, Regulatory Assets and Liabilities			(15.4)	(23.1)
Investment tax credit			0.5	0.7
Compensation and employee benefits			1.4	19.0
Intangibles			(0.3)	(0.4)
Long-term debt			(2.1)	(0.2)
Other			(13.2)	(7.1)
Net non-current liabilities	$ (119.0)		$ (116.1)	$ (113.5)
Estimated Annual Effective Income Tax Rate, Continuing Operations	(10.10%)	16.80%	21.00%	35.00%
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense				$ 3.5	$ (0.9)
Deferred tax assets related to state and local tax net operating loss carryforwards, net of related valuation allowances			$ 10.9	9.3
Deferred tax assets related to state and local net operating loss carryforwards, valuation allowances			$ 10.9	$ 9.3

XML

Benefit Plans (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Amount Billed to Service Company						$ 1,800,000	$ 1,100,000
Defined contribution plan, maximum annual contributions per employee (percent)						85.00%
Employer contributions to defined contribution plan						$ 3,700,000	3,100,000	$ 5,100,000
Accumulated benefit obligation for our defined benefit pension plans						$ 378,700,000	428,300,000
Defined Benefit Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan employee vested percentage						100.00%
Defined benefit plan, percent forfeited if terminated, other than by death or disability, prior to full vesting (percent)						100.00%
Cash Balance Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan employee vested percentage						100.00%
Defined benefit plan, percent forfeited if terminated, other than by death or disability, prior to full vesting (percent)						100.00%
Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss)						$ (34,600,000)	28,100,000
Payment for Pension Benefits						$ 7,500,000	$ 5,000,000	$ 5,000,000
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets						6.25%	6.50%	6.50%
Discount rate for obligations						4.35%	3.66%	4.28%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate						3.66%	4.28%	4.49%
Defined Benefit Plan, Plan Assets, Amount						$ 312,900,000	$ 357,500,000	$ 341,000,000.0
Service cost	$ 900,000	$ 1,500,000	$ 2,700,000	$ 4,500,000		6,100,000	5,700,000	5,700,000
Interest cost	3,700,000	$ 3,400,000	11,200,000	$ 10,300,000		13,800,000	14,200,000	$ 14,700,000
Defined Benefit Plan, Funded (Unfunded) Status of Plan						(73,600,000)	(79,400,000)
Postretirement [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Funded (Unfunded) Status of Plan	$ 9,000,000		$ 9,000,000			$ 9,200,000	$ 12,700,000
Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage						38.00%
Scenario, Forecast [Member]
Defined Benefit Plan Disclosure [Line Items]
Increase in pension cost due to change in return on assets					$ 3,200,000
Decrease in pension cost due to change in return on assets					(3,200,000)
Decrease in pension cost due to change in discount rate					(100,000)
Increase in pension cost due to change in discount rate					400,000
Scenario, Forecast [Member] | Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost					5,400,000
Defined Benefit Plan, Plan Assets, Administration Expense					$ 1,900,000
Scenario, Forecast [Member] | SERP [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage					101.00%
Estimated contribution to the defined benefit plans next year					$ 400,000
Non-union Participant [Member] | First 1% of Eligible Compensation [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan, employer matching contribution (percent)						100.00%
Defined contribution plan, employer matching contribution, percent of employees' gross pay (percent)						1.00%
Non-union Participant [Member] | Next 5% of Eligible Compensation [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan, employer matching contribution (percent)						50.00%
Defined contribution plan, employer matching contribution, percent of employees' gross pay (percent)						5.00%
Union Participant [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan, employer matching contribution, percent of employees' gross pay (percent)						150.00%
Defined contribution plan, employer matching contribution cap						$ 2,400
Subsequent Event [Member] | Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Payment for Pension Benefits					$ 7,500,000
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets					6.25%
Subsequent Event [Member] | Increase in Expected Rate of Return [Member]
Defined Benefit Plan Disclosure [Line Items]
Change in Expected rate of return on plan assets					1.00%
Subsequent Event [Member] | Decrease in Expected Rate of Return [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Defined Benefit Plan Disclosure [Line Items]
Change in Expected rate of return on plan assets					1.00%
Subsequent Event [Member] | Expected Increase in Discount Rate [Member]
Defined Benefit Plan Disclosure [Line Items]
Change in discount rate for plan assets					25.00%
Subsequent Event [Member] | Expected Decrease in Discount Rate [Member]
Defined Benefit Plan Disclosure [Line Items]
Change in discount rate for plan assets					25.00%
Minimum [Member] | Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage						24.00%
Minimum [Member] | Fixed Income Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage						47.00%
Maximum [Member] | Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage						52.00%
Maximum [Member] | Fixed Income Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage						65.00%

XML

Equity (Preferred Shares Outstanding) (Details)	Dec. 31, 2018 $ / shares
DP&L Series A [Member]
Temporary Equity [Line Items]
Temporary Equity, Preferred Stock Rate	3.75%
Temporary Equity, Redemption Price Per Share	$ 102.50
DP&L Series B [Member]
Temporary Equity [Line Items]
Temporary Equity, Preferred Stock Rate	3.75%
Temporary Equity, Redemption Price Per Share	$ 103.00
DP&L Series C [Member]
Temporary Equity [Line Items]
Temporary Equity, Preferred Stock Rate	3.90%
Temporary Equity, Redemption Price Per Share	$ 101.00

XML

Fair Value Measurements (Fair Value of Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Fair Value, Inputs, Level 1 [Member]
Total Master Trust Assets, Fair Value	$ 0.2	$ 0.4	$ 0.3
Total Derivative Assets	0.0	0.0	0.0
Total Assets	0.2	0.4	0.3
Total Liabilities	0.0	0.0	0.0
Fair Value, Inputs, Level 1 [Member] | Interest Rate Contract [Member]
Total Derivative Assets	0.0	0.0	0.0
Fair Value, Inputs, Level 2 [Member]
Total Master Trust Assets, Fair Value	8.2	7.7	8.8
Total Derivative Assets	0.2	1.5	1.5
Total Assets	8.4	9.2	10.3
Total Liabilities	1,433.7	1,501.9	1,801.5
Fair Value, Inputs, Level 2 [Member] | Interest Rate Contract [Member]
Total Derivative Assets	0.2	1.5	1.5
Fair Value, Inputs, Level 3 [Member]
Total Master Trust Assets, Fair Value	0.0	0.0	0.0
Total Derivative Assets	0.0	0.0	0.0
Total Assets	0.0	0.0	0.0
Total Liabilities	17.6	17.7	17.8
Fair Value, Inputs, Level 3 [Member] | Interest Rate Contract [Member]
Total Derivative Assets	0.0	0.0	0.0
Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Total Master Trust Assets, Fair Value	0.0	0.0	0.0
Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Total Master Trust Assets, Fair Value	3.9	3.5	4.2
Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Total Master Trust Assets, Fair Value	0.0	0.0	0.0
Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Total Master Trust Assets, Fair Value	0.0	0.0	0.0
Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Total Master Trust Assets, Fair Value	4.1	4.0	4.3
Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Total Master Trust Assets, Fair Value	0.0	0.0	0.0
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Total Master Trust Assets, Fair Value	0.2	0.4	0.3
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Total Master Trust Assets, Fair Value	0.0	0.0	0.0
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Total Master Trust Assets, Fair Value	0.0	0.0	0.0
Hedge Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Total Master Trust Assets, Fair Value	0.0	0.0	0.0
Hedge Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Total Master Trust Assets, Fair Value	0.1	0.1	0.2
Hedge Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Total Master Trust Assets, Fair Value	0.0	0.0	0.0
Tangible Assets [Member] | Fair Value, Inputs, Level 1 [Member]
Total Master Trust Assets, Fair Value	0.0	0.0	0.0
Tangible Assets [Member] | Fair Value, Inputs, Level 2 [Member]
Total Master Trust Assets, Fair Value	0.1	0.1	0.1
Tangible Assets [Member] | Fair Value, Inputs, Level 3 [Member]
Total Master Trust Assets, Fair Value	0.0	0.0	0.0
Debt [Member] | Fair Value, Inputs, Level 1 [Member]
Debt Instrument, Fair Value Disclosure	0.0	0.0	0.0
Debt [Member] | Fair Value, Inputs, Level 2 [Member]
Debt Instrument, Fair Value Disclosure	1,433.7	1,501.9	1,801.5
Debt [Member] | Fair Value, Inputs, Level 3 [Member]
Debt Instrument, Fair Value Disclosure	17.6	17.7	17.8
Fair Value [Member]
Total Master Trust Assets, Fair Value	8.4	8.1	9.1
Total Derivative Assets	0.2	1.5	1.5
Total Assets	8.6	9.6	10.6
Total Liabilities	1,451.3	1,519.6	1,819.3
Fair Value [Member] | Interest Rate Contract [Member]
Total Derivative Assets	0.2	1.5	1.5
Fair Value [Member] | Equity Securities [Member]
Total Master Trust Assets, Fair Value	3.9	3.5	4.2
Fair Value [Member] | Debt Securities [Member]
Total Master Trust Assets, Fair Value	4.1	4.0	4.3
Fair Value [Member] | Money Market Funds [Member]
Total Master Trust Assets, Fair Value	0.2	0.4	0.3
Fair Value [Member] | Hedge Funds [Member]
Total Master Trust Assets, Fair Value	0.1	0.1	0.2
Fair Value [Member] | Tangible Assets [Member]
Total Master Trust Assets, Fair Value	0.1	0.1	0.1
Fair Value [Member] | Debt [Member]
Debt Instrument, Fair Value Disclosure	$ 1,451.3	$ 1,519.6	$ 1,819.3

XML

Property, Plant and Equipment (Changes in the Liability for Generation of AROs) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Balance at January 1	$ 15.1	$ 15.0
Asset Retirement Obligation, Revision of Estimate	(2.6)	(0.1)
Accretion expense	0.3	0.4
Settlements	(3.4)	(0.2)
Balance at December 31	$ 9.4	$ 15.1

XML

Supplemental Financial Information (Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Millions		3 Months Ended						9 Months Ended		12 Months Ended
	Jan. 01, 2018	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other deductions		$ (18.0)			$ (22.1)			$ (105.4)	$ (80.0)	$ (103.6)	$ (111.7)	$ (106.6)
AOCI reclassed to Retained Earnings before tax	$ 1.6
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance, beginning of period	0.8			$ 2.2			$ 0.8	2.2	0.8	0.8	0.3
Other comprehensive income / (loss) before reclassifications								(1.0)		(0.6)	7.6
Amounts reclassified from accumulated other comprehensive income / (loss)								(1.2)		3.0	(7.1)
Other comprehensive income / (loss)		(1.0)			0.0			(2.2)	3.0	2.4	0.5	(17.1)
Balance, end of period		0.0						0.0		2.2	0.8	0.3
AOCI reclassed to Retained Earnings, net of tax	1.0									(1.0)
Income Tax Expense (Benefit)		(9.4)			3.1			(12.6)	1.5	0.7	(5.0)	(2.4)
Net income (loss)		35.4			21.0			61.4	41.4	70.1	(94.6)	(485.2)
Interest and Debt Expense		18.3			22.6			63.7	74.4	98.0	110.0	107.4
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax		(0.4)			5.0			32.8	36.7	70.5	(127.4)	(806.4)
Income tax expense / (benefit) from discontinued operations		0.1			1.0			7.1	5.9	30.0	(20.3)	(257.2)
Revenues		199.0			207.7			592.2	591.5	775.9
Accumulated Net Investment Gain (Loss) Attributable to Parent [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance, beginning of period	1.0			0.0			1.0	0.0	1.0	1.0	0.6
Other comprehensive income / (loss) before reclassifications										0.0	0.5
Amounts reclassified from accumulated other comprehensive income / (loss)										0.0	(0.1)
Other comprehensive income / (loss)										0.0	0.4
Balance, end of period										0.0	1.0	0.6
AOCI reclassed to Retained Earnings, net of tax										(1.0)
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance, beginning of period	14.7			17.0			14.7	17.0	14.7	14.7	13.1
Other comprehensive income / (loss) before reclassifications								(1.0)		(0.1)	9.6
Amounts reclassified from accumulated other comprehensive income / (loss)								(1.3)		2.4	(8.0)
Other comprehensive income / (loss)								(2.3)		2.3	1.6
Balance, end of period		14.7						14.7		17.0	14.7	13.1
AOCI reclassed to Retained Earnings, net of tax										0.0
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance, beginning of period	$ (14.9)			(14.8)			(14.9)	(14.8)	(14.9)	(14.9)	(13.4)
Other comprehensive income / (loss) before reclassifications								0.0		(0.5)	(2.5)
Amounts reclassified from accumulated other comprehensive income / (loss)								0.1		0.6	1.0
Other comprehensive income / (loss)								0.1		0.1	(1.5)
Balance, end of period		(14.7)						(14.7)		(14.8)	(14.9)	(13.4)
AOCI reclassed to Retained Earnings, net of tax										0.0
Accumulated Other Comprehensive Income/(Loss) [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Other comprehensive income / (loss)			$ (0.8)	$ (0.4)		$ (0.3)	$ 3.3
Adjustments for New Accounting Pronouncement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI reclassed to Retained Earnings before tax									1.6	1.6
AOCI Attributable to Parent, Net of Tax [Roll Forward]
AOCI reclassed to Retained Earnings, net of tax									1.0	1.0
Reclassification out of Accumulated Other Comprehensive Income [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Net income (loss)		(0.8)			(0.1)			(1.2)	2.6	3.0	(7.1)	(28.7)
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Investment Gain (Loss) Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other deductions										0.0	(0.1)	0.0
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Income Tax Expense (Benefit)										0.0	0.0	0.0
Net income (loss)										0.0	(0.1)	0.0
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Income Tax Expense (Benefit)		0.1			(0.1)			0.0	(0.3)	(0.4)	(0.3)	(0.5)
Net income (loss)		(0.4)			(0.2)			(0.9)	(0.6)	(0.8)	(0.7)	(0.5)
Interest and Debt Expense		0.3			0.3			0.9	0.9	1.2	1.0	1.0
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax		0.0			0.0			0.0	4.3	4.4	(11.4)	(45.4)
Income tax expense / (benefit) from discontinued operations		0.4			0.0			0.4	1.5	1.2	(4.1)	(16.2)
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax		(0.4)			0.0			(0.4)	2.8	3.2	(7.3)	(29.2)
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other deductions		0.1			0.2			0.2	0.5	0.8	1.5	1.6
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Income Tax Expense (Benefit)		0.1			0.1			0.1	0.1	0.2	0.5	0.6
Net income (loss)		$ 0.0			$ 0.1			$ 0.1	$ 0.4	0.6	1.0	1.0
Electricity [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Revenues										775.9	743.9	834.2
Cost of Goods and Services Sold										322.5	300.0	336.5
Electricity, Purchased [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Cost of Goods and Services Sold										$ 305.0	$ 291.0	$ 319.1

XML

Generation Separation (Policies)

12 Months Ended

Dec. 31, 2018

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Discontinued Operations, Policy [Policy Text Block]

Discontinued operations reporting occurs only when the disposal of a business or a group of assets represents a strategic shift that has (or will have) a major effect on our operations and financial results. We report financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Prior period amounts in the statement of operations and balance sheet are retrospectively revised to reflect the businesses determined to be discontinued operations. The cash flows of businesses that are determined to be discontinued operations are included within the relevant categories within operating, investing and financing activities on the face of the Consolidated Statements of Cash Flows.

Transactions between the businesses determined to be discontinued operations and businesses that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held-for-sale. The results of discontinued operations include any gain or loss recognized on closing or adjustment of the carrying amount to fair value. See Note 15 – Discontinued Operations for further information.

XML

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [Line Items]

Summary of Property, Plant, and Equipment

The following is a summary of DPL’s Property, plant and equipment with corresponding composite depreciation rates at December 31, 2018 and 2017:

	December 31, 2018			December 31, 2017
$ in millions			Composite Rate			Composite Rate (a)
Regulated:
Transmission	$	223.2	4.1%	$	242.7	4.0%
Distribution	1,289.8		4.5%	1,197.5		4.9%
General	13.2		8.5%	13.7		7.1%
Non-depreciable	60.4		N/A	64.7		N/A
Total regulated	1,586.6			1,518.6
Unregulated:
Production / Generation	—		N/A	0.2		N/A
Other	21.2		6.7%	21.1		7.0%
Non-depreciable	7.8		N/A	4.2		N/A
Total unregulated	29.0			25.5
Total property, plant and equipment in service	$	1,615.6	4.3%	$	1,544.1	5.0%

(a) Composite rates for 2017 include property classified in non-current assets of discontinued operations and held-for-sale businesses.

Changes in the Liability for Generation AROs

Changes in the Liability for AROs

$ in millions
Balance at December 31, 2016	$	15.0
Calendar 2017
Revisions to cash flow and timing estimates	(0.1		)
Accretion expense	0.4
Settlements	(0.2		)
Balance at December 31, 2017	15.1
Calendar 2018
Revisions to cash flow and timing estimates	(2.6		)
Accretion expense	0.3
Settlements (a)	(3.4		)
Balance at December 31, 2018	$	9.4

(a)

Primarily includes settlement related to transfer of Beckjord Facility. See Note 16 – Dispositions for additional information.

Changes in the Liability for Transmission and Distribution Asset Removal Costs

Changes in the Liability for Transmission and Distribution Asset Removal Costs

$ in millions
Balance at December 31, 2016	$	126.5
Calendar 2017
Additions	12.0
Settlements	(5.7		)
Balance at December 31, 2017	132.8
Calendar 2018
Additions	14.3
Settlements	(8.0		)
Balance at December 31, 2018	$	139.1

XML

Income Taxes (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Income Taxes [Line Items]

Schedule of Effective Income Tax Rates [Table Text Block]

The following table details the effective tax rates for the three and nine months ended September 30, 2019 and 2018.

	Three months ended		Nine months ended
	September 30,		September 30,
	2019	2018	2019	2018
DPL	(35.6)%	16.3%	(9.8)%	15.2%

Components of Income Tax Expense

DPL’s components of income tax expense on continuing operations were as follows:

	Years ended December 31,
$ in millions	2018			2017			2016
Computation of tax expense / (benefit)
Federal income tax expense / (benefit)(a)	$	6.7		$	(2.3	)	$	4.3
Increases (decreases) in tax resulting from:
State income taxes, net of federal effect	0.1			0.1			—
Depreciation of flow-through differences	(4.6		)	1.1			3.3
Investment tax credit amortized	(0.3		)	(0.3		)	(0.4		)
Deferred tax adjustments	—			(0.7		)	(9.3		)
Accrual (settlement) for open tax years	—			(0.4		)	2.0
Other, net (b)	(1.2		)	(2.5		)	(2.3		)
Tax expense / (benefit)	$	0.7		$	(5.0	)	$	(2.4	)
Components of tax expense / (benefit)
Federal - current	$	(17.9	)	$	23.8		$	(3.3	)
State and Local - current	0.5			0.2			—
Total current	(17.4		)	24.0			(3.3		)
Federal - deferred	18.3			(28.8		)	0.8
State and local - deferred	(0.2		)	(0.2		)	0.1
Total deferred	18.1			(29.0		)	0.9
Tax expense / (benefit)	$	0.7		$	(5.0	)	$	(2.4	)

(a) The statutory tax rate of 21% in 2018 and 35% in 2017 and 2016 was applied to pre-tax earnings.

(b) Includes expense / (benefit) of $3.5 million and $(0.9) million in the years ended December 31, 2017 and 2016, respectively, of income tax related to adjustments from prior years. The 2018 and 2017 tax years also include a remeasurement of deferred tax expense related to the recent enactment of the TCJA of a benefit of $(1.2) million and $(0.4) million, respectively.

Schedule of Effective Income Tax Rate Reconciliation

The following table summarizes a reconciliation of the U.S. statutory federal income tax rate to DPL's effective tax rate, as a percentage of income from continuing operations before taxes for the years ended December 31, 2018, 2017 and 2016:

	Years ended December 31,
	2018		2017		2016
Statutory Federal tax rate	21.0	%	35.0	%	35.0	%
State taxes, net of Federal tax benefit	0.4	%	(1.5	)%	0.2	%
AFUDC - equity	(0.1	)%	4.9	%	(5.0	)%
Depreciation of flow-through differences	(14.6	)%	(17.6	)%	26.7	%
Amortization of investment tax credits	(1.0	)%	5.1	%	(3.3	)%
Deferred tax adjustments	—	%	11.0	%	(75.1	)%
Permanent differences	—	%	4.8	%	2.8	%
Other, net	(3.5	)%	35.2	%	(0.7	)%
Effective tax rate	2.2	%	76.9	%	(19.4	)%

Components of Deferred Tax Assets and Liabilities

Components of Deferred Tax Assets and Liabilities
	December 31,
$ in millions	2018			2017
Net non-current assets / (liabilities)
Depreciation / property basis	$	(112.0	)	$	(113.4	)
Income taxes recoverable	25.0			11.0
Regulatory assets	(15.4		)	(23.1		)
Investment tax credit	0.5			0.7
Compensation and employee benefits	1.4			19.0
Intangibles	(0.3		)	(0.4		)
Long-term debt	(2.1		)	(0.2		)
Other (a)	(13.2		)	(7.1		)
Net non-current liabilities	$	(116.1	)	$	(113.5	)

(a) The Other caption includes deferred tax assets of $10.9 million in 2018 and $9.3 million in 2017 related to state and local tax net operating loss carryforwards, net of related valuation allowances of $10.9 million in 2018 and $9.3 million in 2017. These net operating loss carryforwards expire from 2019 to 2037.

Schedule of Tax Expense Benefit That Were Credited To Accumulated Other Comprehensive Loss (Text Block)

The following table presents the tax expense / (benefit) related to pensions, postemployment benefits, cash flow hedges and financial instruments that were credited to Accumulated other comprehensive loss.

	Years ended December 31,
$ in millions	2018		2017		2016
Tax expense / (benefit)	$	0.2	$	0.2	$	(9.6	)

Reconciliation of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

$ in millions
Balance at December 31, 2016	$	3.7
Calendar 2017
Tax positions taken during prior period	—
Lapse of Statute of Limitations	(0.2		)
Balance at December 31, 2017	3.5
Calendar 2018
Tax positions taken during prior period	—
Lapse of Statute of Limitations	—
Balance at December 31, 2018	$	3.5

XML

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Income Taxes [Line Items]

Income Taxes

Income Taxes

The following table details the effective tax rates for the three and nine months ended September 30, 2019 and 2018.

	Three months ended		Nine months ended
	September 30,		September 30,
	2019	2018	2019	2018
DPL	(35.6)%	16.3%	(9.8)%	15.2%

Income tax expense for the nine months ended September 30, 2019 and 2018 was calculated using the estimated annual effective income tax rates for 2019 and 2018 of (10.1)% and 16.8%, respectively. Management estimates the annual effective tax rate based on its forecast of annual pre-tax income. To the extent that actual pre-tax results for the year differ from the forecasts applied to the most recent interim period, the estimated rates could be materially different from the actual effective tax rates. DPL’s effective combined state and federal income tax rate for all operations was (35.6)% and (9.8)% for the three and nine months ended September 30, 2019, respectively. These rates are lower than the combined federal and state statutory rate of 21.6% primarily due to the flowthrough of the net tax benefit related to the reversal of excess deferred taxes of DP&L and the impact of the September 26, 2019 PUCO order which finalized the amount of excess deferred tax balances allocable to DP&L’s utility customers.

For the nine months ended September 30, 2019, DPL’s current period effective tax rate for all operations was not materially different than the estimated annual effective rate.

Per the terms of DP&L's 2017 ESP, DPL will not make any tax-sharing payments to AES and AES will forgo collection of the payments during the term of the DMR. As such, during the nine months ended September 30, 2019

and 2018, DPL converted $2.7 million and $30.2 million, respectively, of accrued tax sharing liabilities with AES to additional equity investment in DPL.

DPL’s components of income tax expense on continuing operations were as follows:

	Years ended December 31,
$ in millions	2018			2017			2016
Computation of tax expense / (benefit)
Federal income tax expense / (benefit)(a)	$	6.7		$	(2.3	)	$	4.3
Increases (decreases) in tax resulting from:
State income taxes, net of federal effect	0.1			0.1			—
Depreciation of flow-through differences	(4.6		)	1.1			3.3
Investment tax credit amortized	(0.3		)	(0.3		)	(0.4		)
Deferred tax adjustments	—			(0.7		)	(9.3		)
Accrual (settlement) for open tax years	—			(0.4		)	2.0
Other, net (b)	(1.2		)	(2.5		)	(2.3		)
Tax expense / (benefit)	$	0.7		$	(5.0	)	$	(2.4	)
Components of tax expense / (benefit)
Federal - current	$	(17.9	)	$	23.8		$	(3.3	)
State and Local - current	0.5			0.2			—
Total current	(17.4		)	24.0			(3.3		)
Federal - deferred	18.3			(28.8		)	0.8
State and local - deferred	(0.2		)	(0.2		)	0.1
Total deferred	18.1			(29.0		)	0.9
Tax expense / (benefit)	$	0.7		$	(5.0	)	$	(2.4	)

(a) The statutory tax rate of 21% in 2018 and 35% in 2017 and 2016 was applied to pre-tax earnings.

(b) Includes expense / (benefit) of $3.5 million and $(0.9) million in the years ended December 31, 2017 and 2016, respectively, of income tax related to adjustments from prior years. The 2018 and 2017 tax years also include a remeasurement of deferred tax expense related to the recent enactment of the TCJA of a benefit of $(1.2) million and $(0.4) million, respectively.

Effective and Statutory Rate Reconciliation

The following table summarizes a reconciliation of the U.S. statutory federal income tax rate to DPL's effective tax rate, as a percentage of income from continuing operations before taxes for the years ended December 31, 2018, 2017 and 2016:

	Years ended December 31,
	2018		2017		2016
Statutory Federal tax rate	21.0	%	35.0	%	35.0	%
State taxes, net of Federal tax benefit	0.4	%	(1.5	)%	0.2	%
AFUDC - equity	(0.1	)%	4.9	%	(5.0	)%
Depreciation of flow-through differences	(14.6	)%	(17.6	)%	26.7	%
Amortization of investment tax credits	(1.0	)%	5.1	%	(3.3	)%
Deferred tax adjustments	—	%	11.0	%	(75.1	)%
Permanent differences	—	%	4.8	%	2.8	%
Other, net	(3.5	)%	35.2	%	(0.7	)%
Effective tax rate	2.2	%	76.9	%	(19.4	)%

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (b) operating loss carryforwards. These items are stated at the enacted tax rates that are expected to be in effect when taxes are actually paid or recovered. Investment tax credits related to utility property have been deferred and are being amortized over the estimated useful lives of the related property.

Components of Deferred Tax Assets and Liabilities
	December 31,
$ in millions	2018			2017
Net non-current assets / (liabilities)
Depreciation / property basis	$	(112.0	)	$	(113.4	)
Income taxes recoverable	25.0			11.0
Regulatory assets	(15.4		)	(23.1		)
Investment tax credit	0.5			0.7
Compensation and employee benefits	1.4			19.0
Intangibles	(0.3		)	(0.4		)
Long-term debt	(2.1		)	(0.2		)
Other (a)	(13.2		)	(7.1		)
Net non-current liabilities	$	(116.1	)	$	(113.5	)

(a) The Other caption includes deferred tax assets of $10.9 million in 2018 and $9.3 million in 2017 related to state and local tax net operating loss carryforwards, net of related valuation allowances of $10.9 million in 2018 and $9.3 million in 2017. These net operating loss carryforwards expire from 2019 to 2037.

U.S. Tax Reform

On December 22, 2017, the U.S. enacted the TCJA. The TCJA significantly changes U.S. corporate income tax law.

In 2017, we recognized the income tax effects of the TCJA in accordance with Staff Accounting Bulletin No. 118 (“SAB 118”) which provides SEC guidance on the application of FASC 740, Income Taxes, in the reporting period in which the TCJA was signed into law. Accordingly, our 2017 financial statements reflected the income tax effects of U.S. tax reform for which the accounting was complete and provisional amounts for those impacts for which the accounting under FASC 740 was incomplete, but a reasonable estimate could be determined.

We completed our calculation of the impact of the TCJA in our income tax provision for the year ended December 31, 2018 in accordance with our understanding of the TCJA and guidance available as of the date of this filing, and as a result recognized $15.5 million and $13.7 million of discrete tax expense in the fourth quarter of 2018 and 2017 respectively. Of this total, tax benefits of $1.2 million and $0.4 million are included in continuing operations in 2018 and 2017, respectively. These amounts result from the remeasurement of certain deferred tax assets and liabilities as the rates changed from 35% to 21%. The most material deferred taxes to be remeasured related to property, plant and equipment. The remeasurements of deferred tax assets and liabilities related to regulated utility property of $17.0 million and $135.2 million at December 31, 2018 and 2017 were recorded as regulatory liabilities and were non-cash adjustments.

Per the terms of the order issued by the PUCO on DP&L's 2017 ESP, DPL will not make any tax-sharing payments to AES and AES will forgo collection of the payments during the term of the DMR. The agreed upon term of the DMR is three years. With commission approval, the DMR can be extended two additional years allowing for the term to potentially be five years. Both the current and non-current existing tax sharing liabilities with AES were converted into additional equity investment in DPL, per the requirements of the order. Throughout the term of the DMR, further accrued tax sharing liabilities will also be converted to additional equity. All parties agreed that the initial conversion and subsequent conversions will not be reversed. During the years ended December 31, 2018 and 2017, we converted $40.0 million and $97.1 million, respectively, of accrued tax sharing liabilities with AES to additional equity investment in DPL in accordance with this requirement.

The following table presents the tax expense / (benefit) related to pensions, postemployment benefits, cash flow hedges and financial instruments that were credited to Accumulated other comprehensive loss.

	Years ended December 31,
$ in millions	2018		2017		2016
Tax expense / (benefit)	$	0.2	$	0.2	$	(9.6	)

Uncertain Tax Positions

We apply the provisions of GAAP relating to the accounting for uncertainty in income taxes. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

$ in millions
Balance at December 31, 2016	$	3.7
Calendar 2017
Tax positions taken during prior period	—
Lapse of Statute of Limitations	(0.2		)
Balance at December 31, 2017	3.5
Calendar 2018
Tax positions taken during prior period	—
Lapse of Statute of Limitations	—
Balance at December 31, 2018	$	3.5

Of the December 31, 2018 balance of unrecognized tax benefits, $3.5 million is due to uncertainty in the timing of deductibility.

We recognize interest and penalties related to unrecognized tax benefits in Income tax expense. The amounts accrued and the tax expense / (benefit) recorded were not material for each period presented.

Following is a summary of the tax years open to examination by major tax jurisdiction:

U.S. Federal – 2011 and forward

State and Local – 2011 and forward

None of the unrecognized tax benefits are expected to significantly increase or decrease within the next twelve months other than those subject to expiring statute of limitations.

XML

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment

The following is a summary of DPL’s Property, plant and equipment with corresponding composite depreciation rates at December 31, 2018 and 2017:

	December 31, 2018			December 31, 2017
$ in millions			Composite Rate			Composite Rate (a)
Regulated:
Transmission	$	223.2	4.1%	$	242.7	4.0%
Distribution	1,289.8		4.5%	1,197.5		4.9%
General	13.2		8.5%	13.7		7.1%
Non-depreciable	60.4		N/A	64.7		N/A
Total regulated	1,586.6			1,518.6
Unregulated:
Production / Generation	—		N/A	0.2		N/A
Other	21.2		6.7%	21.1		7.0%
Non-depreciable	7.8		N/A	4.2		N/A
Total unregulated	29.0			25.5
Total property, plant and equipment in service	$	1,615.6	4.3%	$	1,544.1	5.0%

(a) Composite rates for 2017 include property classified in non-current assets of discontinued operations and held-for-sale businesses.

In June 2018, DP&L closed on a transmission asset transaction with Duke and AEP, where ownership stakes in certain previously co-owned transmission assets were exchanged to eliminate co-ownership. Each previously co-owned transmission asset became wholly-owned by one of DP&L, Duke or AEP after the transaction. This transaction also resulted in cash proceeds to DP&L of $10.6 million and no gain or loss was recorded on the transaction.

AROs

We recognize AROs in accordance with GAAP which requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time those obligations are incurred. Upon initial recognition of a legal liability, costs are capitalized as part of the related long-lived asset and depreciated over the useful life of the related asset. Our legal obligations are associated with the retirement of our long-lived assets, consisting primarily of river intake and discharge structures, coal unloading facilities, loading docks, ice breakers and ash disposal facilities. Our generation AROs related to Conesville, the closed Hutchings EGU, and the previously owned Beckjord Facility are recorded within Asset retirement obligations on the consolidated balance sheets. The generation AROs related to our other retired or sold generation facilities are recorded in Non-current liabilities of discontinued operations and held-for-sale businesses on the consolidated balance sheets and are excluded from the table below. See Note 15 – Discontinued Operations for additional information.

Estimating the amount and timing of future expenditures of this type requires significant judgment. Management routinely updates these estimates as additional information becomes available.

Changes in the Liability for AROs

$ in millions
Balance at December 31, 2016	$	15.0
Calendar 2017
Revisions to cash flow and timing estimates	(0.1		)
Accretion expense	0.4
Settlements	(0.2		)
Balance at December 31, 2017	15.1
Calendar 2018
Revisions to cash flow and timing estimates	(2.6		)
Accretion expense	0.3
Settlements (a)	(3.4		)
Balance at December 31, 2018	$	9.4

(a) Primarily includes settlement related to transfer of Beckjord Facility. See Note 16 – Dispositions for additional information.

See Note 5 – Fair Value for further discussion on ARO revisions to cash flow and timing estimates.

Asset Removal Costs

We continue to record costs of removal for our regulated transmission and distribution assets through our depreciation rates and recover those amounts in rates charged to our customers. There are no known legal AROs associated with these assets. We have recorded $139.1 million and $132.8 million in estimated costs of removal at December 31, 2018 and 2017, respectively, as regulatory liabilities for our transmission and distribution property. These amounts represent the excess of the cumulative removal costs recorded through depreciation rates versus the cumulative removal costs actually incurred. See Note 3 – Regulatory Matters for additional information.

Changes in the Liability for Transmission and Distribution Asset Removal Costs

$ in millions
Balance at December 31, 2016	$	126.5
Calendar 2017
Additions	12.0
Settlements	(5.7		)
Balance at December 31, 2017	132.8
Calendar 2018
Additions	14.3
Settlements	(8.0		)
Balance at December 31, 2018	$	139.1

XML

Benefit Plans (Fair Value Measurements for Pension Plan Assets) (Details) - Pension [Member] - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Total Pension Plan Assets	$ 312.9	$ 357.5	$ 341.0
Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Pension Plan Assets	288.8	321.3
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Pension Plan Assets	24.1	36.2
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Pension Plan Assets	0.0	0.0
U.S. Equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	79.3	78.2
U.S. Equities [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	79.3	78.2
U.S. Equities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	0.0	0.0
U.S. Equities [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	0.0	0.0
International Equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	25.9	46.3
International Equities [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	25.9	46.3
International Equities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	0.0	0.0
International Equities [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	0.0	0.0
Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	143.7	163.3
Fixed Income Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	143.7	163.3
Fixed Income Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	0.0	0.0
Fixed Income Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Equity Securities	0.0	0.0
US Treasury Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Debt Securities	37.5	33.5
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Debt Securities	37.5	33.5
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Debt Securities	0.0	0.0
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Debt Securities	0.0	0.0
Money Market Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Debt Securities	2.4
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Debt Securities	2.4
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Debt Securities	0.0
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Debt Securities	0.0
Core Property Collective Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Other Investments	24.1	36.2
Core Property Collective Fund [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Other Investments	0.0	0.0
Core Property Collective Fund [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Other Investments	24.1	36.2
Core Property Collective Fund [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Other Investments	$ 0.0	$ 0.0

XML

Income Taxes (Tax or Benefit credited to AOCI) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Taxes [Line Items]
Tax expense/ (benefit)	$ 0.2	$ 0.2	$ (9.6)

XML

Benefit Plans (Pension and Postretirement Benefit Plans' Obligations and Assets) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Noncurrent liabilities	$ (73.9)		$ (73.9)		$ (82.3)	$ (90.3)
Postretirement [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Funded (Unfunded) Status of Plan	9.0		9.0		9.2	12.7
Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement and Curtailment					0.0	(4.1)	$ (3.8)
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at January 1			386.5	$ 436.9	436.9	419.6
Service cost	0.9	$ 1.5	2.7	4.5	6.1	5.7	5.7
Interest cost	$ 3.7	$ 3.4	11.2	10.3	13.8	14.2	14.7
Defined Benefit Plan, Benefit Obligation, Increase (Decrease) for Plan Amendment					5.1	0.0
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Curtailment					0.0	3.0
Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss)					(34.6)	28.1
Benefit obligation at December 31					386.5	436.9	419.6
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at January 1			312.9	357.5	357.5	341.0
Actual return / (loss) on plan assets					(11.7)	44.8
Contributions to plan assets			$ 7.5	$ 7.5	7.9	5.4
Fair value of plan assets at December 31					312.9	357.5	$ 341.0
Defined Benefit Plan, Funded (Unfunded) Status of Plan					(73.6)	(79.4)
Current liabilities					(0.4)	(0.4)
Noncurrent liabilities					(73.2)	(79.0)
Net asset / (liability) at December 31					(73.6)	(79.4)
Prior service cost					9.1	4.9
Net actuarial loss					103.3	111.4
Accumulated other comprehensive income, regulatory assets and regulatory liabilities, pre-tax					112.4	116.3
Defined Benefit Plan, Plan Assets, Benefits Paid					40.8	33.7
Defined Benefit Plan, Benefit Obligation, Benefits Paid					40.8	33.7
Regulatory Asset [Member] | Pension [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Accumulated other comprehensive income, regulatory assets and regulatory liabilities, pre-tax					87.2	92.1
Accumulated Other Comprehensive Income/(Loss) [Member] | Pension [Member]
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Accumulated other comprehensive income, regulatory assets and regulatory liabilities, pre-tax					$ 25.2	$ 24.2

XML

Contractual Obligations, Commercial Commitments and Contingencies (Narative) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Public Utility, Property, Plant and Equipment [Line Items]
Due to third parties, current	$ 0.0	$ 0.0	$ 0.9
AES Ohio Generation [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Third party guarantees	$ 21.0
DPLE [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Third party guarantees		$ 23.6
Debt Obligation on 4.9% Equity Ownership [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Equity ownership interest	4.90%	4.90%
Equity Ownership Interest - Guaranteed Portion of Long-term Debt Obligation	$ 67.2
Equity ownership interest aggregate cost		$ 68.1
Electric Generation Company [Member] | THE DAYTON POWER AND LIGHT COMPANY [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Debt obligation	$ 1,371.3	$ 1,389.6
Other OVEC Member [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Equity ownership interest	4.85%	4.85%

XML

Property, Plant and Equipment (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Jointly Owned Utility Plant Interests [Line Items]
Proceeds from Sale of Property, Plant, and Equipment	$ 0.0	$ 10.6	$ 10.6	$ 0.1	$ 0.2
Fixed-asset impairment (Note 14)	$ 0.0	$ 2.8	2.8	0.0	23.9
Estimated costs of removal			$ 139.1	$ 132.8	$ 126.5

XML

Supplemental Financial Information (Reclassification out of ACOI) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Other deductions	$ (18.0)	$ (22.1)	$ (105.4)	$ (80.0)	$ (103.6)	$ (111.7)	$ (106.6)
Interest expense	(18.3)	(22.6)	(63.7)	(74.4)	(98.0)	(110.0)	(107.4)
Tax expense (benefit)	9.4	(3.1)	12.6	(1.5)	(0.7)	5.0	2.4
Income / (loss) from discontinued operations before income tax	(0.4)	5.0	32.8	36.7	70.5	(127.4)	(806.4)
Income tax expense from discontinued operations	(0.1)	(1.0)	(7.1)	(5.9)	(30.0)	20.3	257.2
Net income (loss)	35.4	21.0	61.4	41.4	70.1	(94.6)	(485.2)
Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Net income (loss)	(0.8)	(0.1)	(1.2)	2.6	3.0	(7.1)	(28.7)
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Investment Gain (Loss) Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Other deductions					0.0	(0.1)	0.0
Tax expense (benefit)					0.0	0.0	0.0
Net income (loss)					0.0	(0.1)	0.0
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Interest expense	(0.3)	(0.3)	(0.9)	(0.9)	(1.2)	(1.0)	(1.0)
Tax expense (benefit)	(0.1)	0.1	0.0	0.3	0.4	0.3	0.5
Income / (loss) from discontinued operations before income tax	0.0	0.0	0.0	4.3	4.4	(11.4)	(45.4)
Income tax expense from discontinued operations	(0.4)	0.0	(0.4)	(1.5)	(1.2)	4.1	16.2
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	(0.4)	0.0	(0.4)	2.8	3.2	(7.3)	(29.2)
Net income (loss)	(0.4)	(0.2)	(0.9)	(0.6)	(0.8)	(0.7)	(0.5)
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Other deductions	0.1	0.2	0.2	0.5	0.8	1.5	1.6
Tax expense (benefit)	(0.1)	(0.1)	(0.1)	(0.1)	(0.2)	(0.5)	(0.6)
Net income (loss)	$ 0.0	$ 0.1	$ 0.1	$ 0.4	$ 0.6	$ 1.0	$ 1.0

XML

Fair Value Measurements (Fair Value and Cost of Non-Derivative Instruments) (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Long-term Debt	$ 1,362.9	$ 1,475.9
Carrying Value [Member]
Total Assets	6.8	7.1	$ 7.3
Carrying Value [Member] | Money Market Funds [Member]
Total Master Trust Assets, Cost	0.2	0.4	0.3
Carrying Value [Member] | Equity Securities [Member]
Total Master Trust Assets, Cost	2.3	2.4	2.5
Carrying Value [Member] | Debt Securities [Member]
Total Master Trust Assets, Cost	4.1	4.1	4.3
Carrying Value [Member] | Hedge Funds [Member]
Total Master Trust Assets, Cost	0.1	0.1	0.1
Carrying Value [Member] | Tangible Assets [Member]
Total Master Trust Assets, Cost	0.1	0.1	0.1
Carrying Value [Member] | Debt [Member]
Lines of Credit, Fair Value Disclosure	1,362.9	1,475.9
Long-term Debt		1,475.9	1,704.8
Fair Value [Member]
Total Master Trust Assets, Fair Value	8.4	8.1	9.1
Total Assets	8.4	8.1	9.1
Fair Value [Member] | Money Market Funds [Member]
Total Master Trust Assets, Fair Value	0.2	0.4	0.3
Fair Value [Member] | Equity Securities [Member]
Total Master Trust Assets, Fair Value	3.9	3.5	4.2
Fair Value [Member] | Debt Securities [Member]
Total Master Trust Assets, Fair Value	4.1	4.0	4.3
Fair Value [Member] | Hedge Funds [Member]
Total Master Trust Assets, Fair Value	0.1	0.1	0.2
Fair Value [Member] | Tangible Assets [Member]
Total Master Trust Assets, Fair Value	0.1	0.1	0.1
Fair Value [Member] | Debt [Member]
Debt, Fair Value	$ 1,451.3	$ 1,519.6	$ 1,819.3

XML

Benefit Plans (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Pension And Postretirement Benefit Plans' Obligations And Assets

The following tables set forth the changes in our pension plan's obligations and assets recorded on the Consolidated Balance Sheets at December 31, 2018 and 2017. The amounts presented in the following tables for pension obligations include the collective bargaining plan formula, traditional management plan formula and cash balance plan formula and the SERP in the aggregate and have not been adjusted for $1.8 million and $1.1 million of costs billed to the Service Company for the years ended December 31, 2018 and 2017.

$ in millions	Years ended December 31,
Change in benefit obligation	2018			2017
Benefit obligation at January 1	$	436.9		$	419.6
Service cost	6.1			5.7
Interest cost	13.8			14.2
Plan amendments	5.1			—
Plan curtailment	—			3.0
Actuarial (gain) / loss	(34.6		)	28.1
Benefits paid	(40.8		)	(33.7		)
Benefit obligation at December 31	386.5			436.9
Change in plan assets
Fair value of plan assets at January 1	357.5			341.0
Actual return on plan assets	(11.7		)	44.8
Employer contributions	7.9			5.4
Benefits paid	(40.8		)	(33.7		)
Fair value of plan assets at December 31	312.9			357.5
Unfunded status of plan	$	(73.6	)	$	(79.4	)
	December 31,
Amounts recognized in the Balance sheets	2018			2017
Current liabilities	$	(0.4	)	$	(0.4	)
Non-current liabilities	(73.2		)	(79.0		)
Net liability at end of year	$	(73.6	)	$	(79.4	)
Amounts recognized in Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax
Components:
Prior service cost	$	9.1		$	4.9
Net actuarial loss	103.3			111.4
Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax	$	112.4		$	116.3
Recorded as:
Regulatory asset	$	87.2		$	92.1
Accumulated other comprehensive income	25.2			24.2
Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax	$	112.4		$	116.3

Schedule of Amounts Recognized in Balance Sheet

The following tables set forth the changes in our pension plan's obligations and assets recorded on the Consolidated Balance Sheets at December 31, 2018 and 2017. The amounts presented in the following tables for pension obligations include the collective bargaining plan formula, traditional management plan formula and cash balance plan formula and the SERP in the aggregate and have not been adjusted for $1.8 million and $1.1 million of costs billed to the Service Company for the years ended December 31, 2018 and 2017.

$ in millions	Years ended December 31,
Change in benefit obligation	2018			2017
Benefit obligation at January 1	$	436.9		$	419.6
Service cost	6.1			5.7
Interest cost	13.8			14.2
Plan amendments	5.1			—
Plan curtailment	—			3.0
Actuarial (gain) / loss	(34.6		)	28.1
Benefits paid	(40.8		)	(33.7		)
Benefit obligation at December 31	386.5			436.9
Change in plan assets
Fair value of plan assets at January 1	357.5			341.0
Actual return on plan assets	(11.7		)	44.8
Employer contributions	7.9			5.4
Benefits paid	(40.8		)	(33.7		)
Fair value of plan assets at December 31	312.9			357.5
Unfunded status of plan	$	(73.6	)	$	(79.4	)
	December 31,
Amounts recognized in the Balance sheets	2018			2017
Current liabilities	$	(0.4	)	$	(0.4	)
Non-current liabilities	(73.2		)	(79.0		)
Net liability at end of year	$	(73.6	)	$	(79.4	)
Amounts recognized in Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax
Components:
Prior service cost	$	9.1		$	4.9
Net actuarial loss	103.3			111.4
Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax	$	112.4		$	116.3
Recorded as:
Regulatory asset	$	87.2		$	92.1
Accumulated other comprehensive income	25.2			24.2
Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities, pre-tax	$	112.4		$	116.3

Schedule of Net Periodic Benefit Cost / (Income)

The net periodic benefit cost of the pension benefit plans for the three and nine months ended September 30, 2019 and 2018 was:

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Service cost	$	0.9		$	1.5		$	2.7		$	4.5
Interest cost	3.7			3.4			11.2			10.3
Expected return on plan assets	(5.0		)	(5.3		)	(15.0		)	(15.9		)
Amortization of unrecognized:
Prior service cost	0.3			0.3			0.9			0.8
Actuarial loss	1.1			1.6			3.2			4.8
Net periodic benefit cost	$	1.0		$	1.5		$	3.0		$	4.5

The net periodic benefit cost of the pension plans was:

	Years ended December 31,
$ in millions	2018			2017			2016
Service cost	$	6.1		$	5.7		$	5.7
Interest cost	13.8			14.2			14.7
Expected return on assets	(21.2		)	(22.8		)	(22.8		)
Plan curtailment (a)	—			4.1			3.8
Amortization of unrecognized:
Actuarial loss	6.4			5.3			4.3
Prior service cost	0.9			1.1			1.8
Net periodic benefit cost	$	6.0		$	7.6		$	7.5
Rates relevant to each year's expense calculations
Discount rate	3.66		%	4.28		%	4.49		%
Expected return on plan assets	6.25		%	6.50		%	6.50		%

(a)    As a result of the decision to retire certain coal-fired plants, we recognized a plan curtailment of $4.1 million and $3.8 million in 2017 and 2016, respectively.

Other Changes in Plan Assets and Benefit Obligation Recognized in Accumulated Other Comprehensive Income, Regulatory Assets And Regulatory Liabilities

Other Changes in Plan Assets and Benefit Obligation Recognized in Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities

	Years ended December 31,
$ in millions	2018			2017			2016
Net actuarial loss	$	3.4		$	9.1		$	20.9
Plan curtailment (a)	—			(4.1		)	(3.8		)
Reversal of amortization item:
Net actuarial loss	(6.4		)	(5.3		)	(4.3		)
Prior service cost	(0.9		)	(1.1		)	(1.8		)
Total recognized in Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities	$	(3.9	)	$	(1.4	)	$	11.0
Total recognized in net periodic benefit cost and Accumulated Other Comprehensive Income, Regulatory Assets and Regulatory Liabilities	$	2.1		$	6.2		$	18.5

(a)    As a result of the decision to retire certain coal-fired plants, we recognized a plan curtailment of $4.1 million and $3.8 million in 2017 and 2016, respectively.

Weighted Average Assumptions Used to Determine Benefit Obligations

The weighted average assumptions used to determine benefit obligations at December 31, 2018, 2017 and 2016 were:

Benefit Obligation Assumptions	Pension
	2018	2017	2016
Discount rate for obligations	4.35%	3.66%	4.28%
Rate of compensation increases	3.94%	3.94%	3.94%

Schedule of Allocation of Plan Assets

The following table summarizes our target pension plan allocation for 2018:

	Long-Term Mid-Point Target Allocation	Percentage of plan assets as of December 31,
Asset category		2018	2017
Equity Securities	38%	33%	35%
Debt Securities	56%	58%	55%
Cash and Cash Equivalents	—%	1%	—%
Real Estate	6%	8%	10%

Estimated Future Benefit Payments and Medicare Part D Reimbursements

Benefit payments, which reflect future service, are expected to be paid as follows:

Estimated future benefit payments
$ in millions due within the following years:	Pension
2019	$	26.7
2020	$	26.5
2021	$	26.3
2022	$	26.0
2023	$	25.9
2024 - 2028	$	125.1

Pension [Member]

Fair Value Measurements for Plan Assets

The fair values of our pension plan assets at December 31, 2018 by asset category are as follows:

Fair Value Measurements for Pension Plan Assets at December 31, 2018
$ in millions	Market Value at December 31, 2018		Quoted prices in active markets for identical assets		Significant observable inputs		Significant unobservable inputs
Asset category			(Level 1)		(Level 2)		(Level 3)
Mutual funds:
U.S. equities (a)	$	79.3	$	79.3	$	—	$	—
International equities (a)	25.9		25.9		—		—
Fixed income (b)	143.7		143.7		—		—
Fixed income securities:
U.S. Treasury securities	37.5		37.5		—		—
Cash and cash equivalents:
Money market funds (c)	2.4		2.4		—		—
Other investments:
Core property collective fund (d)	24.1		—		24.1		—
Total pension plan assets	$	312.9	$	288.8	$	24.1	$	—

(a) This category includes investments in equity securities of large, small and medium sized U.S. companies and equity securities of foreign companies including those in developing countries. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

(b) This category includes investments in investment-grade fixed-income instruments, U.S. dollar-denominated debt securities of emerging market issuers and high yield fixed-income securities that are rated below investment grade. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

(c) This category is comprised of investments in U.S. treasury obligations that seek to preserve principal and maintain liquidity while providing current income. The funds are valued at the assets’ amortized cost to maintain a stable per share net asset value.

(d) This category represents a property fund that invests in commercial real estate. The fair value of the fund is valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

The fair values of our pension plan assets at December 31, 2017 by asset category are as follows:

Fair Value Measurements for Pension Plan Assets at December 31, 2017
$ in millions	Market Value at December 31, 2017		Quoted prices in active markets for identical assets		Significant observable inputs		Significant unobservable inputs
Asset category			(Level 1)		(Level 2)		(Level 3)
Mutual funds:
U.S. equities (a)	$	78.2	$	78.2	$	—	$	—
International equities (a)	46.3		46.3		—		—
Fixed income (b)	163.3		163.3		—		—
Fixed income securities:
U.S. Treasury securities	33.5		33.5		—		—
Other investments: (c)
Core property collective fund	36.2		—		36.2		—
Total pension plan assets	$	357.5	$	321.3	$	36.2	$	—

(a) This category includes investments in equity securities of large, small and medium sized U.S. companies and equity securities of foreign companies including those in developing countries. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

(b) This category includes investments in investment-grade fixed-income instruments, U.S. dollar-denominated debt securities of emerging market issuers and high yield fixed-income securities that are rated below investment grade. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

(c) This category represents a property fund that invests in commercial real estate. The fair value of the fund is valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.

XML

Overview and Summary of Significant Accounting Policies Overview and Summary of Significant Accounting Polices (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

– The following table provides a brief description of recently adopted accounting pronouncements that had an impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or did not have a material impact on our consolidated financial statements.

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2018-02, Income Statement — Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from AOCI	This amendment allows a reclassification of the stranded tax effects resulting from the implementation of the Tax Cuts and Jobs Act from AOCI to retained earnings at the election of the filer. Because this amendment only relates to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.	January 1, 2019	We have not elected to reclassify any amounts to retained earnings. Our accounting policy for releasing the income tax effects from AOCI occurs on a portfolio basis.

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities	The standard updates the hedge accounting model to expand the ability to hedge nonfinancial and financial risk components, reduce complexity, and ease certain documentation and assessment requirements. When facts and circumstances are the same as at the previous quantitative test, a subsequent quantitative effectiveness test is not required. The standard also eliminates the requirement to separately measure and report hedge ineffectiveness. For cash flow hedges, this means that the entire change in the fair value of a hedging instrument will be recorded in other comprehensive income and amounts deferred will be reclassified to earnings in the same income statement line as the hedged item. Transition method: modified retrospective with the cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date. Prospective for presentation and disclosures.	January 1, 2019	The adoption of this standard had no material impact on our condensed consolidated financial statements.
2016-02, 2018-01, 2018-10, 2018-11 Leases (Topic 842)	See "Adoption of FASC Topic 842, Leases" below.	January 1, 2019	See impact upon adoption of the standard below.

Adoption of FASC Topic 842, "Leases"

On January 1, 2019, we adopted ASU 2016-02 Leases and its subsequent corresponding updates (“FASC 842”). Under this standard, lessees are required to recognize assets and liabilities for most leases and recognize expenses in a manner similar to the current accounting method. For lessors, the guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. The guidance eliminates current real estate-specific provisions.

Under FASC 842, it is expected that fewer contracts will contain a lease. However, due to the elimination of the real estate-specific guidance and changes to certain lessor classification criteria, more leases will qualify as sales-type leases and direct financing leases. Under these two models, a lessor will derecognize the asset and will recognize a net investment in a lease. According to FASC 842, the net investment in the lease includes the fair value of the plant after the contract period but does not include variable payments such as margin on the sale of energy. Therefore, the net investment in the lease could be significantly different than the carrying amount of the underlying asset at lease commencement. In such circumstances, the difference between the initially recognized net investment in the lease and the carrying amount of the underlying asset is recognized as a gain/loss at lease commencement.

During the course of adopting FASC 842, we applied various practical expedients including:

• The package of practical expedients (applied to all leases) that allowed lessees and lessors not to reassess:

a. whether any expired or existing contracts are or contain leases,

b. lease classification for any expired or existing leases, and

c. whether initial direct costs for any expired or existing leases qualify for capitalization under FASC 842.

• The transition practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements, and

• The transition practical expedient for lessees that allowed businesses to not separate lease and non-lease components. We applied the practical expedient to all classes of underlying assets when valuing right-of-use assets and lease liabilities. Contracts where we are the lessor were separated between the lease and non-lease components.

We applied the modified retrospective method of adoption and elected to continue to apply the guidance in FASC 840 Leases to the comparative periods presented in the year of adoption. Under this transition method, we applied the transition provisions starting at the date of adoption.

The adoption of FASC 842 did not have a material impact on our Condensed Consolidated Financial Statements.

New Accounting Pronouncements Issued But Not Yet Effective – The following table provides a brief description of recent accounting pronouncements that could have a material impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or are expected to have no material impact on our consolidated financial statements.

ASU Number and Name	Description	Date of Adoption	Effect on the financial statements upon adoption
2016-13, 2019-04, 2019-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	See discussion of the ASU below.	January 1, 2020	We will adopt the standard on January 1, 2020; see below for the evaluation of the impact of the adoption on the condensed consolidated financial statements.

ASU 2016-13 and its subsequent corresponding updates will update the impairment model for financial assets measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses as it is done today, except that the losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities. There are various transition methods available upon adoption.

We are currently evaluating the impact of adopting the standard on our condensed consolidated financial statements; however, it is expected that the new current expected credit loss model will primarily impact the calculation of expected credit losses on $70.2 million in gross trade accounts receivable.

Schedule of Cash and Cash Equivalents [Table Text Block]

Cash, Cash Equivalents, and Restricted Cash

The following table provides a summary of cash, cash equivalents, and restricted cash amounts reported on the Condensed Consolidated Balance Sheet that reconcile to the total of such amounts as shown on the Condensed Consolidated Statements of Cash Flows:

$ in millions	September 30, 2019		December 31, 2018
Cash and cash equivalents	$	36.8	$	90.5
Restricted cash	17.6		21.2
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	54.4	$	111.7

The following table provides a summary of cash, cash equivalents, and restricted cash amounts reported on the Consolidated Balance Sheet that reconcile to the total of such amounts as shown on the Consolidated Statements of Cash Flows:

$ in millions	December 31, 2018		December 31, 2017
Cash and cash equivalents	$	90.5	$	24.5
Restricted cash	21.2		0.4
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	111.7	$	24.9

XML

Fair Value Measurements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Entity Information [Line Items]

Fair Value and Cost of Non-Derivative Instruments

The following table presents the fair value, carrying value and cost of our non-derivative instruments at September 30, 2019 and December 31, 2018. Further information about the fair value of our derivative instruments can be found in Note 5 – Derivative Instruments and Hedging Activities.

	September 30, 2019				December 31, 2018
$ in millions	Cost		Fair Value		Cost		Fair Value
Assets
Money market funds	$	0.2	$	0.2	$	0.4	$	0.4
Equity securities	2.3		3.9		2.4		3.5
Debt securities	4.1		4.1		4.1		4.0
Hedge funds	0.1		0.1		0.1		0.1
Tangible assets	0.1		0.1		0.1		0.1
Total Assets	$	6.8	$	8.4	$	7.1	$	8.1
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities
Long-term debt	$	1,362.9	$	1,451.3	$	1,475.9	$	1,519.6

The table below presents the fair value and cost of our non-derivative instruments at December 31, 2018 and 2017. See Note 6 – Derivative Instruments and Hedging Activities for the fair values of our derivative instruments.

	December 31, 2018				December 31, 2017
$ in millions	Cost		Fair Value		Cost		Fair Value
Assets
Money market funds	$	0.4	$	0.4	$	0.3	$	0.3
Equity securities	2.4		3.5		2.5		4.2
Debt securities	4.1		4.0		4.3		4.3
Hedge funds	0.1		0.1		0.1		0.2
Tangible assets	0.1		0.1		0.1		0.1
Total assets	$	7.1	$	8.1	$	7.3	$	9.1
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities
Long-term debt	$	1,475.9	$	1,519.6	$	1,704.8	$	1,819.3

Fair Value of Assets and Liabilities Measured on Recurring Basis

The fair value of assets and liabilities at September 30, 2019 and December 31, 2018 and the respective category within the fair value hierarchy for DPL is as follows:

$ in millions	Fair value at September 30, 2019 (a)								Fair value at December 31, 2018 (a)
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Master Trust assets
Money market funds	$	0.2	$	—	$	—	$	0.2	$	0.4	$	—	$	—	$	0.4
Equity securities	—		3.9		—		3.9		—		3.5		—		3.5
Debt securities	—		4.1		—		4.1		—		4.0		—		4.0
Hedge funds	—		0.1		—		0.1		—		0.1		—		0.1
Tangible assets	—		0.1		—		0.1		—		0.1		—		0.1
Total Master Trust assets	0.2		8.2		—		8.4		0.4		7.7		—		8.1
Derivative assets
Interest rate hedges	—		0.2		—		0.2		—		1.5		—		1.5
Total Derivative assets	—		0.2		—		0.2		—		1.5		—		1.5
Total Assets	$	0.2	$	8.4	$	—	$	8.6	$	0.4	$	9.2	$	—	$	9.6
Liabilities
Long-term debt	$	—	$	1,433.7	$	17.6	$	1,451.3	$	—	$	1,501.9	$	17.7	$	1,519.6
Total Liabilities	$	—	$	1,433.7	$	17.6	$	1,451.3	$	—	$	1,501.9	$	17.7	$	1,519.6

(a) Includes credit valuation adjustment

The fair value of assets and liabilities at December 31, 2018 and 2017 and the respective category within the fair value hierarchy for DPL was determined as follows:

$ in millions	Fair Value at December 31, 2018 (a)								Fair Value at December 31, 2017 (a)
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Master trust assets
Money market funds	$	0.4	$	—	$	—	$	0.4	$	0.3	$	—	$	—	$	0.3
Equity securities	—		3.5		—		3.5		—		4.2		—		4.2
Debt securities	—		4.0		—		4.0		—		4.3		—		4.3
Hedge funds	—		0.1		—		0.1		—		0.2		—		0.2
Tangible assets	—		0.1		—		0.1		—		0.1		—		0.1
Total Master trust assets	0.4		7.7		—		8.1		0.3		8.8		—		9.1
Derivative assets
Interest rate hedge	—		1.5		—		1.5		—		1.5		—		1.5
Total Derivative assets	—		1.5		—		1.5		—		1.5		—		1.5
Total assets	$	0.4	$	9.2	$	—	$	9.6	$	0.3	$	10.3	$	—	$	10.6
Liabilities
Long-term debt	$	—	$	1,501.9	$	17.7	$	1,519.6	$	—	$	1,801.5	$	17.8	$	1,819.3
Total liabilities	$	—	$	1,501.9	$	17.7	$	1,519.6	$	—	$	1,801.5	$	17.8	$	1,819.3

(a) Includes credit valuation adjustment

Fair Value Measurements, Nonrecurring

The following table summarizes major categories of assets measured at fair value on a nonrecurring basis during the period and their level within the fair value hierarchy:

	Measurement	Carrying		Fair Value						Gross
$ in millions	Date	Amount (b)		Level 1		Level 2		Level 3		Loss
Long-lived assets (a)
		Year ended December 31, 2016
Conesville	December 31, 2016	$	25.0	$	—	$	—	$	1.1	23.9

(a) See Note 17 – Fixed-asset Impairments for further information

(b) Carrying amount at date of valuation

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

The following summarizes the significant unobservable inputs used in the Level 3 measurement on a non-recurring basis during the year ended December 31, 2016:

$ in millions	Measurement date	Fair value		Valuation technique	Unobservable input	Range (weighted average)
Long-lived assets held and used:
		Year ended December 31, 2016
Conesville	December 31, 2016	$	1.1	Discounted cash flow	Annual revenue growth	-19.3% to 10.9% (0.6%)
					Annual pre-tax operating margin	-54.3% to 99.4% (20.2%)
					Weighted-average cost of capital	N/A

XML

Debt

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Debt Instrument [Line Items]

Debt

Long-term Debt

The following table summarizes DPL's long-term debt.

	Interest		September 30,			December 31,
$ in millions	Rate	Maturity	2019			2018
Term loan - rates from 4.50% - 4.53% (a) and 4.01% - 4.60% (b)		2022	$	—		$	436.1
First Mortgage Bonds	3.95%	2049	425.0			—
Tax-exempt First Mortgage Bonds - rates from 2.97% - 3.07% (a) and 1.52% - 1.92% (b)		2020	140.0			140.0
U.S. Government note	4.20%	2061	17.6			17.7
Unamortized deferred financing costs			(5.7		)	(6.3		)
Unamortized debt discounts and premiums, net			(2.7		)	(1.4		)
Total long-term debt at DP&L			574.2			586.1
Senior unsecured bonds	6.75%	2019	—			99.0
Senior unsecured bonds	7.25%	2021	380.0			780.0
Senior unsecured notes	4.35%	2029	400.0			—
Note to DPL Capital Trust II (c)	8.125%	2031	15.6			15.6
Unamortized deferred financing costs			(5.8		)	(4.3		)
Unamortized debt discounts and premiums, net			(1.1		)	(0.5		)
Total long-term debt			1,362.9			1,475.9
Less: current portion			(139.6		)	(103.6		)
Long-term debt, net of current portion			$	1,223.3		$	1,372.3

(a) Range of interest rates for the nine months ended September 30, 2019.

(b) Range of interest rates for the year ended December 31, 2018.

(c) Note payable to related party.

Deferred financing costs are amortized over the remaining life of the debt using the effective interest method. Premiums or discounts on long-term debt are amortized over the remaining life of the debt using the effective interest method.

Line of credit

At September 30, 2019 and December 31, 2018, DPL had outstanding borrowings on its line of credit of $38.0 million and $0.0 million, respectively. At September 30, 2019 and December 31, 2018, DP&L had outstanding borrowings on its line of credit of $60.0 million and $0.0 million, respectively.

Significant transactions

On June 19, 2019, DP&L amended and restated its unsecured revolving credit facility. The revolving credit facility has a $175.0 million borrowing limit, with a $75.0 million letter of credit sublimit, a feature that provides DP&L the

ability to increase the size of the facility by an additional $100.0 million, a maturity date of June 2024, and a provision that provides DP&L the option to request up to two one-year extensions of the maturity date.

On June 6, 2019, DP&L closed on a $425.0 million issuance of First Mortgage Bonds due 2049. These new bonds carry an interest rate of 3.95%. The proceeds of this issuance were used to repay in full the outstanding principal of $435.0 million of DP&L's variable rate Term Loan B credit agreement.

On June 19, 2019, DPL amended and restated its secured revolving credit facility. The revolving credit facility has a $125.0 million borrowing limit, with a $75.0 million letter of credit sublimit, a feature that provides DPL the ability to increase the size of the facility by an additional $50.0 million, and a maturity date of June 2023.

On April 17, 2019, DPL closed a $400.0 million issuance of senior unsecured notes. These notes carry an interest rate of 4.35% and mature on April 15, 2029. Proceeds from the issuance and cash on hand were used to settle a partial redemption for $400.0 million of DPL's 7.25% senior unsecured notes maturing October 15, 2021, as discussed below. After the redemption, the DPL 7.25% senior notes due in 2021 have an outstanding balance of $380.0 million.

On April 8, 2019, DPL issued a Notice of Partial Redemption to the Trustee (Wells Fargo Bank N.A.) on the DPL 7.25% Senior Notes due 2021. DPL redeemed $400.0 million of the $780.0 million outstanding principal amount of these notes on May 7, 2019. These bonds were redeemed at par plus accrued interest and a make-whole premium of $41.4 million.

On March 4, 2019, DPL issued a Notice of Full Redemption to the Trustee (U.S. Bank) on the DPL 6.75% Senior Notes due 2019. DPL redeemed the remaining $99.0 million outstanding principal amount of these notes on April 4, 2019. These bonds were redeemed at par plus accrued interest and a make-whole premium of $1.5 million with cash on hand.

On March 30, 2018, DPL issued a Notice of Partial Redemption to the Trustee (U.S. Bank) on the DPL 6.75% Senior Notes due 2019. DPL redeemed $101.0 million of the $200.0 million outstanding principal amount of these notes at par plus accrued interest and a make-whole premium of $5.1 million on April 30, 2018 with cash on hand.

On March 30, 2018, DP&L commenced a redemption of $60.0 million of outstanding tax exempt First Mortgage Bonds due 2020 at par value (plus accrued and unpaid interest). These bonds were redeemed at par plus accrued interest on April 30, 2018 with cash on hand.

On March 27, 2018, DPL made a $70.0 million prepayment to eliminate the outstanding balance of its bank term loan in full. As of March 31, 2018, the term loan was fully paid off.

Long-term debt covenants and restrictions

DPL’s revolving credit agreement has two financial covenants. The first financial covenant, a Total Debt to EBITDA ratio, is calculated at the end of each fiscal quarter by dividing total debt at the end of the current quarter by consolidated EBITDA for the four prior fiscal quarters. The ratio in the agreement is not to exceed 7.00 to 1.00. As of September 30, 2019, this financial covenant was met with a ratio of 5.68 to 1.00.

The second financial covenant is an EBITDA to Interest Expense ratio that is calculated, at the end of each fiscal quarter, by dividing EBITDA for the four prior fiscal quarters by the consolidated interest charges for the same period. The ratio, per the agreement, is to be not less than 2.25 to 1.00. As of September 30, 2019, this financial covenant was met with a ratio of 2.99 to 1.00.

DPL’s secured revolving credit agreement also restricts dividend payments from DPL to AES, such that DPL cannot make dividend payments unless at the time of, and/or as a result of the distribution, (i) DPL’s leverage ratio does not exceed 0.67 to 1.00 and DPL’s interest coverage ratio is not less than 2.50 to 1.00 or, if such ratios are not within the parameters, (ii) DPL’s senior long-term debt rating from two of the three major credit rating agencies is at least investment grade. DPL is also restricted from making dividend and tax sharing payments from DPL to AES per its 2017 ESP. This order restricts dividend payments from DPL to AES during the term of the 2017 ESP and restricts tax sharing payments from DPL to AES during the term of the DMR.

DP&L’s Bond Purchase and Covenants Agreement (financing document entered into in connection with the sale of $200.0 million of variable rate tax-exempt First Mortgage Bonds, dated as of August 1, 2015) has two financial

covenants. The first measures Total Debt to Total Capitalization and is calculated, at the end of each fiscal quarter, by dividing total debt at the end of the quarter by total capitalization at the end of the quarter. DP&L’s Total Debt to Total Capitalization ratio shall not be greater than 0.65 to 1.00. Except that, after Generation Separation and the twelve-month period following (October 1, 2017 to September 30, 2018) the ratio shall be a) increased to 0.75 to 1.00 or b) suspended if DP&L’s long-term indebtedness is less than or equal to $750.0 million. Additionally, this covenant shall be suspended any time after separation during which DP&L maintains a rating of BBB- (or in the case of Moody’s Investors Service, Inc. Baa3) or higher with a stable outlook from at least one of Fitch Investors Service Inc., Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. The Total Debt to Capitalization covenant is calculated as the sum of DP&L’s current and long-term portion of debt, divided by the total of DP&L’s net worth and total debt. As of September 30, 2019, DP&L's ratings meet those requirements and this covenant is suspended for the quarter ended September 30, 2019.

The second financial covenant measures EBITDA to Interest Expense. The Total Consolidated EBITDA to Consolidated Interest Charges ratio is calculated, at the end of each fiscal quarter, by dividing consolidated EBITDA for the four prior fiscal quarters by the consolidated interest charges for the same period. The ratio, per the agreement, is to be not less than 2.50 to 1.00. This financial covenant was met with a ratio of 9.36 to 1.00 as of September 30, 2019.

DP&L's unsecured revolving credit facility has one financial covenant. The covenant measures Total Debt to Total Capitalization and is calculated, at the end of each fiscal quarter, by dividing total debt at the end of the quarter by total capitalization at the end of the quarter. DP&L’s Total Debt to Total Capitalization ratio shall not be greater than 0.67 to 1.00. This financial covenant was met with a ratio of 0.58 to 1.00 as of September 30, 2019.

As of September 30, 2019, DPL and DP&L were in compliance with all debt covenants, including the financial covenants described above.

DP&L does not have any meaningful restrictions in its debt financing documents prohibiting dividends to its parent, DPL.

Substantially all property, plant & equipment of DP&L is subject to the lien of the mortgage securing DP&L’s First and Refunding Mortgage.

Long-term debt
$ in millions	Interest Rate	Maturity	December 31, 2018			December 31, 2017
Term loan - rates from: 3.57% - 4.82% (a) and 4.00% - 4.60% (b)		2022	$	436.1		$	440.6
Tax-exempt First Mortgage Bonds - rates from: 2.49% - 2.93% (a) and 1.29% - 1.42% (b)		2020	140.0			200.0
U.S. Government note	4.2%	2061	17.7			17.8
Unamortized deferred financing costs			(6.3		)	(9.8		)
Unamortized debt discounts and premiums, net			(1.4		)	(2.0		)
Total long-term debt at subsidiary			586.1			646.6
Bank term loan - rates from: 3.02% - 4.10% (a) and 2.67% - 3.02% (b)		2020	—			70.0
Senior unsecured bonds	6.75%	2019	99.0			200.0
Senior unsecured bonds	7.25%	2021	780.0			780.0
Note to DPL Capital Trust II (c)	8.125%	2031	15.6			15.6
Unamortized deferred financing costs			(4.3		)	(6.8		)
Unamortized debt discounts and premiums, net			(0.5		)	(0.6		)
Total long-term debt			1,475.9			1,704.8
Less: current portion			(103.6		)	(4.6		)
Long-term debt, net of current portion			$	1,372.3		$	1,700.2

(a) Range of interest rates for the year ended December 31, 2018.

(b) Range of interest rates for the year ended December 31, 2017.

(c) Note payable to related party. See Note 12 – Related Party Transactions for additional information.

At December 31, 2018, maturities of long-term debt are summarized as follows:

Due during the years ending December 31,
$ in millions
2019	$	103.6
2020	144.7
2021	784.7
2022	422.8
2023	0.2
Thereafter	32.4
	1,488.4
Unamortized discounts and premiums, net	(1.9		)
Deferred financing costs, net	(10.6		)
Total long-term debt	$	1,475.9

Premiums or discounts recognized at the Merger date are amortized over the life of the debt using the effective interest method.

Significant Transactions

On March 30, 2018, DPL issued a Notice of Partial Redemption to the Trustee (U.S. Bank) on the DPL 6.75% Senior Notes due 2019. DPL notified the trustee that it was calling $101.0 million of the $200.0 million outstanding principal amount of these notes. These bonds were redeemed at par plus accrued interest and a make-whole premium of $5.1 million on April 30, 2018 with cash on hand.

On March 30, 2018, DP&L commenced a redemption of $60.0 million of outstanding tax exempt First Mortgage Bonds due 2020 at par value (plus accrued and unpaid interest). These bonds were redeemed at par plus accrued interest on April 30, 2018 with cash on hand.

On March 27, 2018, DPL made a $70.0 million prepayment to eliminate the outstanding balance of its bank term loan in full. As of March 31, 2018, the term loan was fully paid off.

On January 3, 2018, DP&L and its lenders amended DP&L's Term Loan B credit agreement. The amendment (a) modified the definition of "applicable rate", from 2.25% per annum to 1.00% per annum - in the case of the Base Rate, and from 3.25% per annum to 2.00% per annum - in the case of the Eurodollar Rate, and (b) included a "call protection" provision which stated that in the event the loan was repriced or any portion of the loans were prepaid, repaid, refinanced, substituted, or replaced on or prior July 3, 2018, such prepayment, acceleration, repayment, refinancing, substitution or replacement would be made at 101% of the principal amount so prepaid, repaid,

refinanced, substituted or replaced. After July 3, 2018 any such transaction would occur at 100% of the principal amount of the then outstanding loans. There were no such transactions prior to July 3, 2018.

Debt Covenants and Restrictions

DPL’s revolving credit agreement and term loan have two financial covenants. The first financial covenant, a Total Debt to EBITDA ratio, is calculated at the end of each fiscal quarter by dividing total debt at the end of the current quarter by consolidated EBITDA for the four prior fiscal quarters. The ratio in the agreements is not to exceed 7.25 to 1.00 for any fiscal quarter ending September 30, 2015 through December 31, 2018; it then steps down to not exceed 7.00 to 1.00 for any fiscal quarter ending January 1, 2019 through June 30, 2019; and it then steps down not to exceed 6.75 to 1.00 for any fiscal quarter ending July 1, 2019 through December 31, 2019; and it then steps down not to exceed 6.50 to 1.00 for any fiscal quarter ending January 1, 2020 and afterward. As of December 31, 2018, this financial covenant was met with a ratio of 5.84 to 1.00.

The second financial covenant is an EBITDA to Interest Expense ratio that is calculated, at the end of each fiscal quarter, by dividing EBITDA for the four prior fiscal quarters by the consolidated interest charges for the same period. The ratio, per the agreement, is to be not less than 2.10 to 1.00 for any fiscal quarter ending September 30, 2015 through December 31, 2018; it then steps up to be not less than 2.25 to 1.00 for any fiscal quarter ending January 1, 2019 and afterward. As of December 31, 2018, this financial covenant was met with a ratio of 2.61 to 1.00.

DPL’s secured revolving credit agreement and senior unsecured notes due 2019 also restricts dividend payments from DPL to AES, such that DPL cannot make dividend payments unless at the time of, and/or as a result of the distribution, (i) DPL’s leverage ratio does not exceed 0.67 to 1.00 and DPL’s interest coverage ratio is not less than 2.50 to 1.00 or, if such ratios are not within the parameters, (ii) DPL’s senior long-term debt rating from two of the three major credit rating agencies is at least investment grade. As of December 31, 2018, DPL's senior-long term debt rating was at least investment grade by two of the three major credit rating agencies. However, DPL is also restricted from making dividend and tax sharing payments from DPL to AES per its 2017 ESP. This order restricts dividend payments from DPL to AES during the term of the 2017 ESP and restricts tax sharing payments from DPL to AES during the term of the DMR. On January 22, 2019, DP&L filed a request to extend the DMR for an additional two years. See Note 3 – Regulatory Matters for more information. As a result, as of December 31, 2018, DPL was prohibited under this order from making a distribution to its shareholder or making a loan to any of its affiliates (other than its subsidiaries).

DP&L’s unsecured revolving credit agreement and Bond Purchase and Covenants Agreement (financing document entered into in connection with the sale of $200.0 million of variable rate tax-exempt First Mortgage Bonds, dated as of August 1, 2015) have two financial covenants. The first measures Total Debt to Total Capitalization and is calculated, at the end of each fiscal quarter, by dividing total debt at the end of the quarter by total capitalization at the end of the quarter. DP&L’s Total Debt to Total Capitalization ratio shall not be greater than 0.65 to 1.00; except that, the ratio shall be suspended if DP&L’s long-term indebtedness is less than or equal to $750.0 million. Additionally, the ratio shall be suspended any time after separation during which DP&L maintains a rating of BBB- (or in the case of Moody’s Investors Service, Inc. Baa3) or higher with a stable outlook from at least one of Fitch Investors Service Inc., Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. As of December 31, 2018, DP&L's ratings meet those requirements and this ratio is suspended for the quarter ended December 31, 2018.

The second financial covenant measures EBITDA to Interest Expense. The Total Consolidated EBITDA to Consolidated Interest Charges ratio is calculated, at the end of each fiscal quarter, by dividing consolidated EBITDA for the four prior fiscal quarters by the consolidated interest charges for the same period. The ratio, per the agreement, is to be not less than 2.50 to 1.00. This covenant was met with a ratio of 8.09 to 1.00 as of December 31, 2018.

DP&L does not have any meaningful restrictions in its debt financing documents prohibiting dividends to its parent, DPL.As of December 31, 2018, DP&L and DPL were in compliance with all debt covenants, including the financial covenants described above.

Substantially all property, plant & equipment of DP&L is subject to the lien of the mortgage securing DP&L’s First and Refunding Mortgage. All generation assets were released from the lien of DP&L's first and refunding mortgage in connection with the completion of Generation Separation on October 1, 2017.

XML

Regulatory Matters (Notes)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Schedule of Regulatory Assets and Liabilities [Text Block]

Regulatory Matters

DMR

On October 20, 2017, the PUCO approved DP&L’s 2017 ESP.  On January 7, 2019, the Ohio Consumers' Counsel appealed to the Supreme Court of Ohio the 2017 ESP with respect to the bypassability of the Reconciliation Rider and the exclusion of the DMR from the SEET. That proceeding has been stayed pending an appeal in a related case involving another utility.

Pursuant to the 2017 ESP, on January 22, 2019, DP&L filed a request with the PUCO for a two-year extension of its DMR through October 2022, in the proposed amount of $199.0 million for each of the two additional years. The extension request was set at a level expected to reduce debt obligations at both DP&L and DPL and to position

DP&L to make capital expenditures to maintain and modernize its electric grid. DP&L’s DMP investments are contingent upon the PUCO approving the two-year extension of its DMR.

A rehearing process in DP&L's 2017 ESP case, including the DMR, remains pending. On August 1, 2019, DP&L filed a supplemental brief with the PUCO focused on the applicability of a recent court decision involving another Ohio utility’s DMR which is similar to, but not identical to, DP&L’s DMR.

Ohio House Bill 6

On July 23, 2019, the Governor of Ohio signed Ohio House Bill 6, which, among other things, does the following:

• beginning January 1, 2020, replaces DP&L’s non-bypassable Reconciliation Rider, permitting DP&L to defer, recover or credit the net proceeds from selling energy and capacity received as part of DP&L’s interest in OVEC and its OVEC-related costs through 2023, with a non-bypassable recovery mechanism for recovery of prudently incurred OVEC costs through 2030;

• eliminates the annual energy efficiency targets for Ohio utilities after 2020; and

• allows Ohio utilities to construct customer-sited renewable generation for mercantile customers or groups of mercantile customers, the costs of which may only be recovered from those customers.

Regulatory impact of tax reform

On January 10, 2018, the PUCO initiated a proceeding to consider the impacts of the TCJA to determine the appropriate course of action to pass benefits resulting from the legislation on to ratepayers. The PUCO also directed Ohio utilities to record deferred liabilities for the estimated reduction in federal income tax resulting from the TCJA beginning January 1, 2018. Beginning October 1, 2018, the new distribution rates approved in the DRO include the impacts of the decrease in current federal income taxes as a result of the TCJA. Under the terms of the stipulation approved in the DRO, DP&L agreed to file an application at the PUCO to refund eligible excess accumulated deferred income taxes and any related regulatory liability over a ten-year period. DP&L made such a filing on March 1, 2019. DP&L negotiated a unanimous stipulation with the parties in the proceeding, agreeing to return a total of $65.1 million, $83.2 million when including taxes associated with the refunds. This stipulation was approved by the PUCO on September 26, 2019. See Note 7 – Income Taxes for additional information. In connection with this stipulation, we reduced our long-term regulatory liability related to deferred income taxes by $23.4 million.

Distribution Rate Order

On September 26, 2018 the PUCO issued the DRO establishing new base distribution rates for DP&L, which became effective October 1, 2018. The DRO approved, without modification, a stipulation and recommendation

previously filed by DP&L, along with various intervening parties and the PUCO staff. The DRO established a revenue requirement of $248.0 million for DP&L's electric service base distribution rates which reflects an increase to distribution revenues of approximately $29.8 million per year. In addition to the increase in base distribution rates, and among other matters, the DRO provides for a return on equity of 9.999% and a cost of long-term debt of 4.8% and for the following items:

DIR – The DRO authorized DP&L to begin charging a Distribution Investment Rider ("DIR") set initially at $12.2 million annually, effective October 1, 2018. The DIR revenue requirement shall be updated quarterly and will increase as DP&L makes qualified investments in its distribution network, subject to annual revenue limits which increase each year; the revenue limit for 2019 is $22.0 million. The DIR will expire in November 2022 unless DP&L files a base distribution rate case on or before October 31, 2022, in which case the DIR will expire in November 2023.

Decoupling Rider – The DRO eliminated provisions in the existing decoupling rider which allowed DP&L to recover lost revenues resulting from the implementation of energy efficiency programs and replaced it with a revenue requirement that attempts to eliminate the impacts of weather and demand on DP&L’s revenues from residential and commercial distribution customers beginning January 1, 2019. As a result, in years with very mild weather and/or decreased demand, DP&L will be able to accrue a regulatory asset for recovery through the rider to normalize the revenues. Conversely, in periods of extreme temperatures or high demand for electricity, DP&L may record a liability for future reimbursement to customers. The rider also includes a one-time $3.7 million revenue requirement based on the increase in the number of DP&L’s residential and commercial customers from the rate case test year until September 30, 2018. Such amount was accrued and included in revenues in the third quarter of 2018 and will be collected by DP&L in 2019.

TCJA – The DRO partially resolved the TCJA impacts. The new distribution rates include the impacts of the decrease in current federal income taxes beginning October 1, 2018. The DRO did not designate how much DP&L may owe for any overcollection of taxes from January 1, 2018 through September 30, 2018, nor did it resolve any decrease in future rates related to amortization of excess accumulated deferred income taxes (“ADIT”). The DRO did, however, stipulate that DP&L must refund its customers an amount no less than $4.0 million per year for the first five years of the amortization period unless all balances owed are fully returned within the first five years. For more on the impacts of the TCJA, see below.

Vegetation Management Costs – The DRO authorizes DP&L to defer as a regulatory asset, with no carrying costs, annual expenses for vegetation management performed by third-party vendors. For calendar year 2018 annual expenses which are incremental to the baseline of $10.7 million can be deferred up to a $4.6 million cap. For calendar years 2019 and thereafter, annual expenses in excess of $15.7 million can be deferred up to a $4.6 million annual cap. Annual spending of less than the vegetation management baseline amounts will result in a reduction to the regulatory asset or creation of a regulatory liability. For 2018, DP&L accrued a regulatory asset for the maximum amount of $4.6 million based upon such provisions and spending above the baseline.

In December 2018, DP&L filed a Distribution Modernization Plan (“DMP”) with the PUCO proposing to invest $576.0 million in capital projects over the next 10 years. There are eight principal components of DP&L’s DMP: 1) Smart Meters, 2) Self-Healing Grid, 3) Customer Engagement, 4) Enhancing Sustainability and Embracing Innovation. 5) Telecommunications, 6) Physical and Cyber Security, 7) Governance and Analytics, and 8) Grid Modernization R&D.

ESP Order

On March 13, 2017, DP&L filed an amended stipulation to its 2017 ESP, which was subject to approval by the PUCO. A final decision was issued by the PUCO on October 20, 2017, modifying and adopting the amended stipulation and recommendation. The six-year 2017 ESP establishes DP&L's framework for providing retail service on a going-forward basis including rate structures, non-bypassable charges and other specific rate recovery true-up mechanisms which include, but are not limited to, the following:

• Bypassable standard offer energy rates for DP&L’s customers based on competitive bid auctions;

• The establishment of a three year non-bypassable Distribution Modernization Rider (DMR) designed to collect $105.0 million in revenue per year to pay debt obligations at DPL and DP&L and position DP&L to modernize and/or maintain its transmission and distribution infrastructure with an option for DP&L to file for

an extension of the rider for an additional two years in an amount subject to approval by the PUCO. Consistent with that settlement and the PUCO order, on January 22, 2019, DP&L filed a request to extend the DMR for the additional two years at an annual revenue amount of $199.0 million. That request is pending PUCO review;

• The establishment of a non-bypassable Distribution Investment Rider to recover incremental distribution capital investments, the amount of which was established in the DP&L DRO;

• A non-bypassable Reconciliation Rider permitting DP&L to defer, recover or credit the net proceeds from selling energy and capacity received as part of DP&L’s investment in OVEC and DP&L's OVEC related costs;

• Implementation by DP&L of a Smart Grid Rider, Economic Development Rider, Economic Development Fund, Regulatory Compliance Rider and certain other new, or changes to existing, rates, riders and competitive retail market enhancements, with tariffs consistent with the order. These riders became effective November 1, 2017;

• A commitment to commence a sale process to sell our ownership interests in the Miami Fort, Zimmer and Conesville coal-fired generation plants, with all sales proceeds used to pay debt of DPL and DP&L;

• Restrictions on DPL making dividend or tax sharing payments and an obligation to convert then existing tax payments owed by DPL to AES into equity investments in DPL. See Note 8 – Income Taxes and Note 10 – Equity for more information on the tax sharing payment restrictions; and

• Various other riders and competitive retail market enhancements.

On October 19, 2018 IGS, a retail electricity supplier, filed a Notice of Withdrawal from the amended settlement, citing a material modification by the PUCO's October 2017 order. To address the withdrawal, the PUCO established a new procedural schedule, including a hearing currently scheduled to begin April 1, 2019. Additionally, on January 7, 2019, the Ohio Consumers' Counsel appealed the 2017 ESP Order to the Supreme Court of Ohio. That appeal is pending.

DP&L is subject to a SEET threshold and is required to apply general rules for calculating earnings and comparing them to a comparable group to determine whether there were significantly excessive earnings during a given calendar year. The 2017 ESP maintains DP&L’s return on equity SEET threshold at 12% and provides that DMR amounts are excluded from the SEET calculation. On October 22, 2018, a stipulation was reached agreeing that DP&L did not exceed the SEET threshold for 2016 or 2017. That stipulation is pending PUCO approval. In future years, the SEET could have a material effect on results of operations, financial condition and cash flows.

Impact of Tax Reform

On January 10, 2018 the PUCO initiated a proceeding to consider the impacts of the TCJA to determine the appropriate course of action to pass benefits resulting from the legislation on to ratepayers. The PUCO also directed Ohio utilities to record deferred liabilities for the estimated reduction in federal income tax resulting from the TCJA beginning January 1, 2018. Under the terms of the ESP, DPL will not make tax sharing payments. Under the terms of the stipulation in the distribution rate case mentioned above, DP&L agreed to file an application at the PUCO by March 1, 2019 to refund eligible excess accumulated deferred income taxes (ADIT) and any related regulatory liability over a ten-year period. Excess ADIT related to depreciation life and method differences will be returned to customers in accordance with federal tax law and related regulations. DP&L’s rates were set using the new tax rate as a result of the distribution rate case.

FERC Proceedings

On May 8, 2018, DP&L filed to adjust its FERC jurisdictional transmission rates to reflect the effects of the decrease in federal income tax rates on the current portion of income tax expense as part of the TCJA, resulting in a decrease of approximately $2.4 million annually. The revised rates are in effect and all DP&L over and undercollections dating back to the March 21st effective date were settled in December 2018.

On November 15, 2018 FERC issued a Notice of Proposed Rulemaking to address amortization of excess accumulated deferred income taxes resulting from the TCJA and their impact on transmission rates. Such notice requires all public utility transmission providers with stated transmission rates under an Open Access Transmission Tariff (OATT) to determine the amount of excess deferred income taxes caused by the TCJA. DP&L is unable to predict the outcome of this notice or the impact it may have on our Consolidated Financial Statements.

PJM Transmission Enhancement Settlement

On May 31, 2018, the FERC issued an Order on Contested Settlement regarding the cost allocation method for existing and new transmission facilities contained in the PJM Interconnection’s OATT. The FERC order approved

the settlement which reduces DP&L’s transmission costs through PJM beginning in August 2018, including credits to reimburse DP&L for amounts overcharged in prior years. DP&L estimates the prior overcharge by PJM to be $41.6 million, of which approximately $14.3 million has been repaid to DP&L through December 31, 2018 and $16.5 million is classified as current in "Accounts receivable, net" and $10.8 million is classified as non-current in "Other deferred assets" on the accompanying Consolidated Balance Sheet. All of the transmission charges and credits impacted by this FERC order are items that are included for full recovery in DP&L’s nonbypassable TCRR. Accordingly, DP&L has also established offsetting regulatory liabilities. While this development will have a temporary cash flow benefit to DP&L, there is no impact to operating income or net income as all credits will be passed to DP&L’s customers through the TCRR, which began in November 2018.

Regulatory Assets and Liabilities

In accordance with FASC 980, we have recognized total regulatory assets of $193.7 million and $187.1 million at December 31, 2018 and 2017, respectively, and total regulatory liabilities of $313.2 million and $236.0 million at December 31, 2018 and 2017, respectively. Regulatory assets and liabilities are classified as current or non-current based on the term in which recovery is expected. See Note 1 – Overview and Summary of Significant Accounting Policies for accounting policies regarding Regulatory Assets and Liabilities.

The following table presents DPL’s Regulatory assets and liabilities:

	Type of Recovery	Amortization Through	December 31,
$ in millions			2018		2017
Regulatory assets, current:
Undercollections to be collected through rate riders	A/B	2019	$	40.5	$	23.9
Rate case expenses being recovered in base rates	B	2019	0.6		—
Total regulatory assets, current			41.1		23.9
Regulatory assets, non-current:
Pension benefits	B	Ongoing	87.5		92.4
Unrecovered OVEC charges	C	Undetermined	28.7		27.8
Fuel costs	B	2020	3.3		9.3
Regulatory compliance costs	B	2020	6.1		9.2
Smart grid and AMI costs	B	Undetermined	8.5		7.3
Unamortized loss on reacquired debt	B	Various	6.0		7.0
Deferred storm costs	A	Undetermined	4.7		2.1
Deferred vegetation management and other	A/B	Undetermined	7.8		8.1
Total regulatory assets, non-current			152.6		163.2
Total regulatory assets			$	193.7	$	187.1
Regulatory liabilities, current:
Overcollection of costs to be refunded through rate riders	A/B	2019	$	34.9	$	14.8
Total regulatory liabilities, current			34.9		14.8
Regulatory liabilities, non-current:
Estimated costs of removal - regulated property		Not Applicable	139.1		132.8
Deferred income taxes payable through rates		Various	116.3		83.4
PJM transmission enhancement settlement	A	2025	16.9		—
Postretirement benefits	B	Ongoing	6.0		5.0
Total regulatory liabilities, non-current			278.3		221.2
Total regulatory liabilities			$	313.2	$	236.0

A – Recovery of incurred costs plus rate of return.

B – Recovery of incurred costs without a rate of return.

C – Recovery not yet determined, but recovery is probable of occurring in future rate proceedings.

Current regulatory assets and liabilities primarily represent costs that are being recovered per specific rate order; recovery for the remaining costs is probable, but not certain. DP&L is earning a net return on $5.5 million of this net deferral. These items include undercollection of: (i) Distribution Modernization Rider revenues, (ii) decoupling rider (see above), (iii) uncollectible rider and (iv) energy efficiency rider. It also includes the current portion of the following deferred costs which are described in greater detail below: unbilled fuel, regulatory compliance rider costs and deferred storm costs. As current liabilities, this includes overcollection of: (i) competitive bidding energy and auction costs, (ii) energy efficiency program costs, (iii) alternative energy rider, (iv) economic development rider, (v) certain transmission related costs including current portion of PJM transmission enhancement settlement (see above) and (vi) reconciliation rider.

Pension benefits represent the qualifying FASC 715 “Compensation - Retirement Benefits” costs of our regulated operations that for ratemaking purposes are deferred for future recovery. We recognize an asset for a plan’s overfunded status or a liability for a plan’s underfunded status, and recognize, as a component of OCI, the changes in the funded status of the plan that arise during the year that are not recognized as a component of net periodic benefit cost. This regulatory asset represents the regulated portion that would otherwise be charged as a loss to OCI. As per PUCO and FERC precedents, these costs are probable of future rate recovery.

Unrecovered OVEC charges includes the portion of charges from OVEC that were not recoverable through DP&L’s fuel rider from October 2014 through October 2017. DP&L expects to recover these costs through a future rate proceeding. Beginning on November 1, 2017, such costs are being recovered through DP&L’s Reconciliation Rider which was authorized as part of the 2017 ESP.

Fuel costs represent unrecovered fuel costs related to DP&L’s fuel rider from 2010 through 2015 resulting from a declining SSO customer base. DP&L was granted recovery of these costs without a return through the SSO as approved in the 2017 ESP. These costs are being recovered over the three-year period that began November 1, 2017.

Regulatory compliance rider represents the long-term portion of the regulatory compliance rider which was established by the 2017 ESP to recover the following costs: (i) Consumer Education Campaign, (ii) Retail Settlement System, (iii) Generation Separation, (iv) Bill Format Redesign, (v) Green Pricing Tariff and (vi) Supplier Consolidated Billing. All of these costs except for Generation Separation earn a return. These costs are being recovered over a three-year period.

Rate case costs represents costs associated with preparing a distribution rate case. DP&L was granted recovery of these costs which do not earn a return, as part of the DRO.

Smart Grid and AMI costs represent costs incurred as a result of studying and developing distribution system upgrades and implementation of AMI. On October 19, 2010, DP&L elected to withdraw its case pertaining to the Smart Grid and AMI programs. The PUCO accepted the withdrawal in an order issued on January 5, 2011. The PUCO also indicated that it expects DP&L to continue to monitor other utilities’ Smart Grid and AMI programs and to explore the potential benefits of investing in Smart Grid and AMI programs and that DP&L will, when appropriate, file new Smart Grid and/or AMI business cases in the future. DP&L requested recovery of these costs as part of the December 2018 DMP filing with the PUCO described earlier.

Unamortized loss on reacquired debt represents losses on long-term debt reacquired or redeemed in prior periods that have been deferred. These deferred losses are being amortized over the lives of the original issues in accordance with the rules of the FERC and the PUCO.

Deferred storm costs represent the long-term portion of deferred costs for major storms which occurred during 2017 and 2018. The 2017 ESP granted DP&L approval to establish a rider by which to seek recovery of these types of costs with a return. DP&L plans to file petitions seeking recovery of each calendar year of storm costs in the following calendar year. Recovery of these costs is probable by 2020, but not certain.

Estimated costs of removal - regulated property reflect an estimate of amounts collected in customer rates for costs that are expected to be incurred in the future to remove existing transmission and distribution property from service when the property is retired.

Deferred income taxes payable through rates represent deferred income tax liabilities recognized from the normalization of flow-through items as the result of taxes previously charged to customers. A deferred income tax asset or liability is created from a difference in income recognition between tax laws and accounting methods. As a regulated utility, DP&L includes in ratemaking the impacts of current income taxes and changes in deferred income tax liabilities or assets. On December 22, 2017, the TCJA was signed, which includes a provision to, among other things, reduce the federal corporate income tax rate to 21%, beginning January 1, 2018. As required by GAAP, on December 31, 2017, DP&L remeasured its deferred income tax assets and liabilities using the new expected tax rate. DP&L believes that the portion of the reduction in the net deferred tax liability which is related to deferred taxes considered in ratemaking will be used in future ratemaking to reduce jurisdictional retail rates. Accordingly, this liability reflects the estimated deferred taxes DP&L expects to return to customers in future periods.

Postretirement benefits represent the qualifying FASC 715 “Compensation – Retirement Benefits” gains related to our regulated operations that, for ratemaking purposes, are probable of being reflected in future rates. We recognize an asset for a plan’s overfunded status or a liability for a plan’s underfunded status, and recognize, as a component of OCI, the changes in the funded status of the plan that arise during the year that are not recognized as a component of net periodic benefit cost. This regulatory liability represents the regulated portion that would otherwise be reflected as a gain to OCI.

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net income (loss)	$ 61.4	$ 41.4	$ 70.1	$ (94.6)	$ (485.2)
Adjustments to reconcile Net income / (loss) to Net cash from operating activities
Depreciation and amortization	34.2	62.4	50.2	106.9	132.3
Amortization of deferred financing costs	4.3	4.4	5.5	3.6	5.6
Unrealized loss (gain) on derivatives			(0.2)	(1.7)	(4.3)
Deferred income taxes	(8.7)	(17.8)	(9.1)	(22.2)	(306.2)
Charge for early redemption of debt	44.9	6.4	6.5	3.3	3.1
Impairment of Long-Lived Assets Held-for-use	0.0	2.8	2.8	0.0	23.9
Impairment of Long-Lived Assets Held-for-use, Including Discontinued Operation			2.8	175.8	859.0
Gain (Loss) on Disposition of Business	(0.1)	13.2	13.3	(14.0)	(49.2)
Gain (Loss) on Disposition of Business			11.7	0.0	0.0
Loss / (Gain) on asset disposal, net	0.9	(0.6)	(2.0)	16.1	(0.1)
Changes in certain assets and liabilities:
Accounts receivable	18.0	34.4	45.7	18.1	25.6
Inventories	(3.2)	14.7	14.8	7.7	32.0
Taxes applicable to subsequent years	56.2	57.7	0.1	2.3	0.2
Deferred regulatory costs, net	2.9	(4.1)	(9.2)	(23.7)	4.1
Accounts payable	(5.1)	(17.4)	(16.3)	(36.3)	15.1
Accrued taxes payable	(71.0)	(47.1)	37.4	(3.7)	45.1
Accrued interest payable	12.9	13.4	(2.1)	(1.3)	(3.7)
Pension, retiree and other benefits	(9.3)	(4.0)	(3.4)	4.7	3.0
Insurance and claims costs			1.1	(2.4)	(0.5)
Other	(2.0)	(6.9)	0.7	(6.9)	(8.8)
Net cash provided by operating activities	136.3	152.9	205.9	131.7	267.1
Cash flows from investing activities:
Capital expenditures	(122.4)	(75.8)	(103.6)	(121.5)	(148.5)
Proceeds from Divestiture of Businesses	0.0	234.9
Proceeds from disposal and sale of business			234.9	70.1	0.0
Payments for Removal Costs	0.0	(14.5)	(14.5)	0.0	0.0
Proceeds from Sale of Property, Plant, and Equipment	0.0	10.6	10.6	0.1	0.2
Insurance proceeds	0.0	2.8	3.0	12.3	6.3
Payments to Acquire Intangible Assets	3.6	0.0
Other investing activities, net	0.1	(0.5)	(0.5)	(0.3)	0.5
Net cash provided by / (used in) investing activities	(125.9)	157.5	129.9	(39.3)	(141.5)
Cash flows from financing activities:
Deferred financing costs	(9.2)	0.0	0.0	0.0	(8.6)
Preferred Stock, Redemption Amount			0.0	0.0	(23.5)
Retirement of debt	(978.0)	(239.4)	(240.5)	(159.5)	(577.8)
Premium paid for early redemption of debt	(0.2)	0.0	0.0	(0.1)	0.0
Issuance of long-term debt	821.7	0.0	0.0	0.0	442.8
Borrowings from revolving credit facilities	133.0	30.0	30.0	102.5	15.0
Repayment of borrowings from revolving credit facilities	(35.0)	(40.0)	(40.0)	(92.5)	(15.0)
Net cash from financing activities	(67.7)	(249.4)	(250.5)	(149.6)	(167.1)
Net Cash Provided by (Used in) Discontinued Operations	0.0	1.5	1.5	27.5	15.8
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	(57.3)	62.5
Cash and cash equivalents:
Net increase / (decrease) in cash			86.8	(29.7)	(25.7)
Restricted Cash and Cash Equivalents	54.4	87.4	111.7	24.9	54.6
Supplemental cash flow information:
Interest paid, net of amounts capitalized	47.1	55.2	93.7	105.2	103.8
Income taxes paid / (refunded), net			(1.4)	0.0	0.3
Proceeds from Income Tax Refunds	1.3	(2.0)
Non-cash financing and investing activities:
Accruals for capital expenditures	2.3	7.6	10.4	12.9	16.2
Non-cash Proceeds from Sale of Business	0.0	4.1	4.1	0.0	0.0
Non-cash capital contribution	$ 2.7	$ 30.2	$ 40.0	$ 97.1	$ 0.0

XML

Discontinued Operations

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Dispositions

Beckjord Facility – On February 26, 2018, DP&L and its co-owners of the retired Beckjord Facility agreed to transfer their interests in the retired Facility to a third party, including their obligations to remediate the Facility and its site,

and the transfer occurred on that same date. As a result, DPL recognized a loss on the transfer of $11.7 million and made cash expenditures of $14.5 million, inclusive of cash expenditures for the transfer charges. The Beckjord Facility was retired in 2014, and, as such, the income / (loss) from continuing operations before income tax related to the Beckjord Facility was immaterial for the three and nine months ended September 30, 2018, excluding the loss on transfer noted above. Prior to the transfer, the Beckjord Facility was included in the Utility segment.

Discontinued Operations

On December 8, 2017, DPL and AES Ohio Generation completed the sale of their entire undivided interest in the Miami Fort Station and the Zimmer Station. On March 27, 2018, DPL and AES Ohio Generation completed the sale of the Peaker assets to Kimura Power, LLC, and this transaction resulted in a loss on sale of $1.9 million for the nine months ended September 30, 2018. Further, on May 31, 2018, DPL and AES Ohio Generation retired the Stuart Station coal-fired and diesel-fired generating units and the Killen Station coal-fired generating unit and combustion turbine as planned.

Consequently, we determined that the disposal of this group of components, as a whole, represents a strategic shift to exit generation, and, as such, qualifies to be presented as discontinued operations. Therefore, the results of operations, assets and liabilities of this group of components were reported as such in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets for all periods presented.

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	September 30, 2019			December 31, 2018
Accounts receivable, net	$	6.8		$	4.0
Taxes applicable to subsequent years	0.6			2.3
Prepayments and other current assets	0.9			2.4
Intangible assets, net of amortization	0.2			5.3
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	8.5		$	14.0
Accounts payable	$	4.3		$	3.9
Accrued taxes	2.4			3.1
Accrued and other current liabilities	3.2			5.2
Deferred income taxes (a)	(33.2		)	(39.8		)
Taxes payable	—			2.3
Accrued pension and other post-retirement benefits	—			9.7
Asset retirement obligations	70.4			90.4
Other non-current liabilities	15.2			6.6
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	62.3		$	81.4

(a) Deferred income taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, operating costs, other expenses and income tax of discontinued operations for the periods indicated:

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Revenues	$	10.1		$	15.6		$	41.0		$	141.8
Operating costs and other expenses	(10.5		)	(10.6		)	(8.2		)	(105.1		)
Income from discontinued operations	(0.4		)	5.0			32.8			36.7
Gain / (loss) from disposal of discontinued operations	—			0.3			0.1			(1.6		)
Income tax expense from discontinued operations	0.1			1.0			7.1			5.9
Net income from discontinued operations	$	(0.5	)	$	4.3		$	25.8		$	29.2

Cash flows related to discontinued operations are included in our Condensed Consolidated Statements of Cash Flows. Cash flows from operating activities for discontinued operations were $(0.5) million and $(7.2) million for the three months ended September 30, 2019 and 2018, respectively, and $12.4 million and $37.2 million for the nine months ended September 30, 2019 and 2018, respectively. Cash flows from investing activities for discontinued operations were $233.8 million for the nine months ended September 30, 2018. There were no cash flows from

investing activities for the three and nine months ended September 30, 2019 or for the three months ended September 30, 2018.

AROs of Discontinued Operations

DPL's retired Stuart and Killen generating facilities continue to carry ARO liabilities consisting primarily of river intake and discharge structures, coal unloading facilities, landfills and ash disposal facilities. In the first quarter of 2019, DPL reduced the ARO liability related to the Stuart and Killen ash ponds and landfills by a combined $22.5 million based on updated internal analyses that reduced estimated closure costs associated with these ash ponds and landfills. The remaining ARO liability related to Stuart and Killen is included in the Asset retirement obligations balance in the total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets as of September 30, 2019 above. As these plants are no longer in service, the reduction to the ARO liability was also recorded as a credit to depreciation and amortization expense in the same amount. The credit to depreciation and amortization expense is included in operating costs and other expenses of discontinued operations for the nine months ended September 30, 2019 in the table above.

On December 8, 2017, DPL and AES Ohio Generation completed the sale transaction of their entire undivided interest in the Miami Fort Station and the Zimmer Station, which resulted in a gain on sale of $14.0 million for the year ended December 31, 2017. On March 27, 2018, DPL and AES Ohio Generation completed the sale transaction of the Peaker assets to Kimura Power, LLC, which resulted in a loss on sale of $1.9 million for the year ended December 31, 2018. Further, on May 31, 2018, DPL and AES Ohio Generation retired the Stuart Station coal-fired and diesel-fired generating units and the Killen Station coal-fired generating unit and combustion turbine, as planned. Consequently, in the second quarter of 2018, DPL determined that the disposal of this group of components as a whole represents a strategic shift by us to exit generation, and, as such, qualifies to be presented as discontinued operations. Therefore, the results of operations and financial position for this group of components were reported as such in the Consolidated Statements of Operations and Consolidated Balance Sheets for all periods presented.

Previously, on January 1, 2016, DPL closed on the sale of DPLER, its competitive retail business. The sale agreement was signed on December 28, 2015, and DPL received $75.5 million of restricted cash on December 31, 2015 for the sale. DPL recorded a gain on this transaction of $49.2 million in the first quarter of 2016. The gain included the impact of DPLER’s liability to DP&L that transferred with the sale on January 1, 2016. As such, the results of operations of DPLER were also reported as discontinued operations in the Consolidated Statements of Operations for the year ended December 31, 2016.

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	December 31, 2018			December 31, 2017
Restricted cash	$	—		$	1.5
Accounts receivable, net	4.0			37.9
Inventories	—			19.4
Taxes applicable to subsequent years	2.3			7.4
Other prepayments and current assets	2.4			17.4
Property, plant & equipment, net	—			232.2
Intangible assets, net	5.3			5.5
Other deferred assets	—			0.6
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	14.0		$	321.9
Accounts payable	$	3.9		$	25.1
Accrued taxes	3.1			6.3
Other current liabilities	5.2			30.0
Long-term debt (a)	—			0.3
Deferred taxes (b)	(39.8		)	(2.3		)
Taxes payable	2.3			7.4
Pension, retiree and other benefits	9.7			10.6
Asset retirement obligations	90.4			116.6
Other deferred credits	6.6			5.9
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	81.4		$	199.9

(a) Long-term debt relates to capital leases.

(b) Deferred taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, cost of revenues, operating and other expenses and income tax of discontinued operations for the periods indicated:

	Years ended December 31,
$ in millions	2018			2017			2016
Revenues	$	158.6		$	492.9		$	593.0
Cost of revenues	(74.3		)	(249.5		)	(349.6		)
Operating and other expenses	(13.8		)	(195.0		)	(214.6		)
Fixed-asset impairment	—			(175.8		)	(835.2		)
Income / (loss) from discontinued operations	70.5			(127.4		)	(806.4		)
Gain / (loss) from disposal of discontinued operations	(1.6		)	14.0			49.2
Income tax expense / (benefit) from discontinued operations	30.0			(20.3		)	(257.2		)
Net income / (loss) from discontinued operations	$	38.9		$	(93.1	)	$	(500.0	)

Cash flows related to discontinued operations are included in our Consolidated Statements of Cash Flows. Cash flows from operating activities for discontinued operations were $(6.8) million, $126.8 million and $92.3 million for the years ended December 31, 2018, 2017 and 2016, respectively. Cash flows from investing activities for discontinued operations were $233.8 million, $51.8 million and $(56.8) million for the years ended December 31, 2018, 2017 and 2016, respectively.

The PUCO authorized DP&L to maintain long-term debt of $750.0 million or 75% of its rate base, whichever is greater, until January 1, 2018, or to file an application to explain why it would not achieve those metrics. Accordingly, $750.0 million of debt and the pro rata interest expense associated with that debt were allocated to continuing operations. All remaining interest expense is included in the discontinued operations above. The interest expense included in discontinued operations was $0.2 million and $0.5 million for the years December 31, 2017 and 2016, respectively.

AROs of Discontinued Operations

DPL's retired Stuart and Killen generating facilities continue to carry ARO liabilities consisting primarily of river intake and discharge structures, coal unloading facilities, landfills, and ash disposal facilities. In the fourth quarter of 2018, DPL reduced the ARO liability related to the Stuart and Killen ash ponds and landfills by $27.6 million based on updated internal analyses that reduced estimated closure costs associated with these ash ponds and landfills. The remaining ARO liability related to Stuart and Killen is included in the AROs in the total liabilities of the disposal

group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets as of December 31, 2018 above. As these plants are no longer in service, the reduction to the ARO liability was also recorded as a credit to depreciation and amortization expense in the same amount. The credit to depreciation and amortization expense is included in operating and other expenses of discontinued operations for the year ended December 31, 2018 in the table above.

DispositionsBeckjord Facility – On February 26, 2018, DP&L and its co-owners of the retired Beckjord Facility agreed to transfer their interests in the retired Facility to a third party, including their obligations to remediate the Facility and its site, and the transfer occurred on that same date. As a result, DPL recognized a loss on the transfer of $11.7 million and made cash expenditures of $14.5 million, inclusive of cash expenditures for the transfer charges. The Beckjord Facility was retired in 2014, and, as such, the income / (loss) from continuing operations before income tax related to the Beckjord Facility was immaterial for the years ended December 31, 2018, 2017 and 2016, excluding the loss on transfer noted above. Prior to the transfer, the Beckjord Facility was included in the Utility segment.

XML

Contractual Obligations, Commercial Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Contractual Obligations, Commercial Commitments and Contingencies

Contractual Obligations, Commercial Commitments and Contingencies

Guarantees

In the normal course of business, DPL enters into various agreements with its wholly-owned subsidiary, AES Ohio Generation, providing financial or performance assurance to third parties. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to this subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish this subsidiary's intended commercial purposes.

At September 30, 2019, DPL had $21.0 million of guarantees on behalf of AES Ohio Generation to third parties for future financial or performance assurance under such agreements. The guarantee arrangements entered into by DPL with these third parties cover select present and future obligations of AES Ohio Generation to such beneficiaries and are terminable by DPL upon written notice to the beneficiaries within a certain time. At

September 30, 2019 and December 31, 2018, we had no outstanding balance of obligations covered by these guarantees.

To date, DPL has not incurred any losses related to the guarantees of AES Ohio Generation’s obligations and we believe it is unlikely that DPL would be required to perform or incur any losses in the future associated with any of the above guarantees.

Equity Ownership Interest

DP&L has a 4.9% equity ownership interest in OVEC, which is recorded using the cost method of accounting under GAAP. DP&L, along with several non-affiliated energy companies party to an OVEC arrangement, receive and pay for OVEC capacity and energy and are responsible for OVEC debt obligations and other fixed costs in proportion to their power participation ratios under the arrangement which, for DP&L, is the same as its equity ownership interest. At September 30, 2019, DP&L could be responsible for the repayment of 4.9%, or $67.2 million, of $1,371.3 million OVEC debt obligations if they came due, comprised of both fixed and variable rate securities with maturities from 2022 to 2040. OVEC could also seek additional contributions from DP&L to avoid a default in the event that other OVEC members defaulted on their respective OVEC obligations. One of the other OVEC members, with a 4.85% interest in OVEC, filed for bankruptcy protection and the bankruptcy court approved that member's rejection of the OVEC arrangement and its related obligations on July 31, 2018. We do not expect these events to have a material impact on our financial condition, results of operations or cash flows.

Contingencies

In the normal course of business, we are subject to various lawsuits, actions, proceedings, claims and other matters asserted under various laws and regulations. We believe the amounts provided in our Condensed Consolidated Financial Statements, as prescribed by GAAP, are adequate considering the probable and estimable contingencies. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various legal proceedings, claims, tax examinations and other matters discussed below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in our Condensed Consolidated Financial Statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of September 30, 2019, cannot be reasonably determined.

Environmental Matters

DPL’s and DP&L’s facilities and operations are subject to a wide range of federal, state and local environmental regulations and laws. The environmental issues that may affect us include:

• The federal CAA and state laws and regulations (including State Implementation Plans) which require compliance, obtaining permits and reporting as to air emissions;

• Litigation with federal and certain state governments and certain special interest groups;

• Rules and future rules issued by the USEPA, the Ohio EPA or other authorities associated with the federal Clean Water Act, which prohibits the discharge of pollutants into waters of the United States except pursuant to appropriate permits; and

• Solid and hazardous waste laws and regulations, which govern the management and disposal of certain waste. The majority of solid waste created from the combustion of coal and fossil fuels consists of fly ash and other coal combustion by-products.

In addition to imposing continuing compliance obligations, these laws and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. In the normal course of business, we have investigatory and remedial activities underway at our facilities to comply, or to determine compliance, with such regulations. We record liabilities for loss contingencies related to environmental matters when a loss is probable of occurring and can be reasonably estimated in accordance with the provisions of GAAP. Accordingly, we have immaterial accruals for loss contingencies for environmental matters. We also have several environmental matters for which we have not accrued loss contingencies because the risk of loss is not probable, or a loss cannot be reasonably estimated. We evaluate the potential liability related to environmental matters quarterly and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material adverse effect on our results of operations, financial condition and cash flows.

We have several pending environmental matters associated with our current and previously owned coal-fired generation units. Some of these matters could have a material adverse effect on our results of operations, financial condition and cash flows.

Guarantees

In the normal course of business, DPL enters into various agreements with its wholly-owned subsidiary, AES Ohio Generation, providing financial or performance assurance to third parties. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to this subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish this subsidiary's intended commercial purposes.

At December 31, 2018, DPL had $23.6 million of guarantees on behalf of AES Ohio Generation to third parties for future financial or performance assurance under such agreements. The guarantee arrangements entered into by DPL with these third parties cover present and future obligations of AES Ohio Generation to such beneficiaries and are terminable at any time by DPL upon written notice to the beneficiaries. We had no outstanding balance of obligations for commercial transactions covered by these guarantees at December 31, 2018. The carrying amount of obligations for commercial transactions covered by these guarantees and recorded in our Consolidated Balance Sheets was $0.9 million at December 31, 2017.

To date, DPL has not incurred any losses related to these guarantees and we believe it is remote that DPL would be required to perform or incur any losses in the future associated with any of the above guarantees.

Equity Ownership Interest

DP&L has a 4.9% equity ownership interest in OVEC which is recorded using the cost method of accounting under GAAP. At December 31, 2018, DP&L could be responsible for the repayment of 4.9%, or $68.1 million, of a $1,389.6 million debt obligation comprised of both fixed and variable rate securities with maturities between 2019 and 2040. OVEC could also seek additional contributions from us to avoid a default in the event that other OVEC members defaulted on their respective OVEC obligations. One of the other OVEC members, with a 4.85% interest in OVEC, filed for bankruptcy protection and the bankruptcy court approved that member's rejection of the OVEC arrangement and its related obligations on July 31, 2018. We do not expect these events to have a material impact on our financial condition, results of operations or cash flows.

Contractual Obligations and Commercial Commitments

We enter into various contractual obligations and other commercial commitments that may affect the liquidity of our operations. At December 31, 2018, these include:

	Payments due in:
$ in millions	Total		Less than 1 year		2 - 3 years		4 - 5 years		More than 5 years
Electricity purchase commitments	$	209.4	$	139.5	$	69.9	$	—	$	—
Purchase orders and other contractual obligations	$	40.2	$	11.4	$	14.8	$	14.0	$	—

Electricity purchase commitments:

DPL enters into long-term contracts for the purchase of electricity. In general, these contracts are subject to variable quantities or prices and are terminable only in limited circumstances.

Purchase orders and other contractual obligations:

At December 31, 2018, DPL had various other contractual obligations including non-cancelable contracts to purchase goods and services with various terms and expiration dates. Due to uncertainty regarding the timing and payment of future obligations to the Service Company, and DPL's ability to terminate such obligations upon 90 days' notice, we have excluded such amounts in the contractual obligations table above

Contingencies

In the normal course of business, we are subject to various lawsuits, actions, proceedings, claims and other matters asserted under laws and regulations. We believe the amounts provided in our Consolidated Financial Statements, as prescribed by GAAP, are adequate in light of the probable and estimable contingencies. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various legal proceedings, claims, tax examinations, and other matters, including the matters discussed below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in our Consolidated Financial Statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of December 31, 2018, cannot be reasonably determined.

Environmental Matters

DPL’s facilities and operations are subject to a wide range of federal, state and local environmental laws, rules and regulations. The environmental issues that may affect us include the following. However, as described further below, as a result of DPL’s retirement of its Stuart and Killen generating stations, the sale of its ownership interest in the Miami Fort and Zimmer generating stations, the planned 2020 retirement of Conesville and our exiting of our generation business, certain of these environmental regulations and laws are now not expected to have a material impact on DPL with respect to these generating stations.

• The federal CAA and state laws and regulations (including SIPs) which require compliance, obtaining permits and reporting as to air emissions;

• Litigation with federal and certain state governments and certain special interest groups regarding whether modifications to or maintenance of certain coal-fired generating stations require additional permitting or pollution control technology, or whether emissions from coal-fired generating stations cause or contribute to global climate changes;

• Rules and future rules issued by the USEPA, the Ohio EPA or other authorities that require or will require substantial reductions in SO₂, particulates, mercury, acid gases, NOx, and other air emissions.

• Rules and future rules issued by the USEPA, the Ohio EPA or other authorities that require or will require reporting and reductions of GHGs;

• Rules and future rules issued by the USEPA, the Ohio EPA or other authorities associated with the federal Clean Water Act, which prohibits the discharge of pollutants into waters of the United States except pursuant to appropriate permits; and

• Solid and hazardous waste laws and regulations, which govern the management and disposal of certain waste. The majority of solid waste created from the combustion of coal and fossil fuels is fly ash and other coal combustion by-products.

In addition to imposing continuing compliance obligations, these laws, rules and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. In the normal course of business, we have investigatory and remedial activities underway at our facilities to comply, or to determine compliance, with such laws, rules and regulations. We record liabilities for loss contingencies related to environmental matters when a loss is probable of occurring and can be reasonably estimated in accordance with the provisions of GAAP. Accordingly, we have immaterial accruals for loss contingencies for environmental matters. We also have a number of environmental matters for which we have not accrued loss contingencies because the risk of loss is not probable, or a loss cannot be reasonably estimated. We evaluate the potential liability related to environmental matters quarterly and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material adverse effect on our results of operations, financial condition or cash flows.

We have several pending environmental matters associated with our current and previously owned and operated coal-fired generation units. Some of these matters could have material adverse impacts on our results of operations, financial condition or cash flows.

XML

Consolidated Statements of Comprehensive Income/(Loss) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Interest and Debt Expense	$ 18.3	$ 22.6	$ 63.7	$ 74.4	$ 98.0	$ 110.0	$ 107.4
Income Tax Expense (Benefit)	(9.4)	3.1	(12.6)	1.5	0.7	(5.0)	(2.4)
Net income (loss)	35.4	21.0	61.4	41.4	70.1	(94.6)	(485.2)
Net income / (loss)	35.4	21.0			70.1	(94.6)	(485.2)
Equity securities activity:
Change in fair value of available-for-sale securities, net of income tax benefit/(expense)					0.0	0.5	0.2
Reclassification to earnings of available-for-sale securities, net of income tax expense/(benefit)					0.0	(0.1)	0.0
Total change in fair value of available-for-sale securities					0.0	0.4	0.2
AOCI reclassed to Retained Earnings, net of tax					(1.0)
Derivative activity:
Change in derivative fair value, net of income tax benefit/(expense)	(0.2)	0.1	(1.0)	0.4	(0.1)	9.6	16.1
Reclassification of earnings, net of income tax benefit/(expense)	(0.4)	(0.2)	(0.9)	(0.6)	(0.8)	(0.7)	(0.5)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives Related to Discontinued Operations, Net of Tax	(0.4)	0.0	(0.4)	2.8	3.2	(7.3)	(29.2)
Total change in fair value of derivatives	(1.0)	(0.1)	(2.3)	2.6	2.3	1.6	(13.6)
Pension and postretirement activity:
Prior service cost for the period, net of income tax benefit/(expense)					(2.2)	(0.7)	0.0
Net loss for the period, net of income tax benefit/(expense)					1.7	(1.8)	(4.7)
Reclassification to earnings, net of income tax benefit/(expense)	0.0	0.1	0.1	0.4	0.6	1.0	1.0
Total change in unfunded pension obligation	0.0	0.1	0.1	0.4	0.1	(1.5)	(3.7)
Other comprehensive income / (loss)	(1.0)	0.0	(2.2)	3.0	2.4	0.5	(17.1)
Net comprehensive income / (loss)	34.4	21.0	59.2	44.4	72.5	(94.1)	(502.3)
Income / (loss) from discontinued operations before income tax	(0.4)	5.0	32.8	36.7	70.5	(127.4)	(806.4)
Discontinued Operation, Tax Effect of Discontinued Operation	0.1	1.0	7.1	5.9	30.0	(20.3)	(257.2)
Other deductions	(18.0)	(22.1)	(105.4)	(80.0)	(103.6)	(111.7)	(106.6)
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
Equity securities activity:
AOCI reclassed to Retained Earnings, net of tax					0.0
Pension and postretirement activity:
Other comprehensive income / (loss)			(2.3)		2.3	1.6
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Equity securities activity:
AOCI reclassed to Retained Earnings, net of tax					0.0
Pension and postretirement activity:
Other comprehensive income / (loss)			0.1		0.1	(1.5)
Reclassification out of Accumulated Other Comprehensive Income [Member]
Net income (loss)	(0.8)	(0.1)	(1.2)	2.6	3.0	(7.1)	(28.7)
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
Interest and Debt Expense	0.3	0.3	0.9	0.9	1.2	1.0	1.0
Income Tax Expense (Benefit)	0.1	(0.1)	0.0	(0.3)	(0.4)	(0.3)	(0.5)
Net income (loss)	(0.4)	(0.2)	(0.9)	(0.6)	(0.8)	(0.7)	(0.5)
Pension and postretirement activity:
Income / (loss) from discontinued operations before income tax	0.0	0.0	0.0	4.3	4.4	(11.4)	(45.4)
Discontinued Operation, Tax Effect of Discontinued Operation	0.4	0.0	0.4	1.5	1.2	(4.1)	(16.2)
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	(0.4)	0.0	(0.4)	2.8	3.2	(7.3)	(29.2)
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Income Tax Expense (Benefit)	0.1	0.1	0.1	0.1	0.2	0.5	0.6
Net income (loss)	0.0	0.1	0.1	0.4	0.6	1.0	1.0
Pension and postretirement activity:
Other deductions	$ 0.1	$ 0.2	$ 0.2	$ 0.5	$ 0.8	$ 1.5	$ 1.6

XML

Schedule II Valuation And Qualifying Accounts

12 Months Ended

Dec. 31, 2018

Schedule II Valuation And Qualifying Accounts

Schedule II

DPL Inc.
VALUATION AND QUALIFYING ACCOUNTS
For each of the three years ended December 31, 2018
$ in thousands
Description	Balance at Beginning of Period		Additions		Deductions (a)		Balance at End of Period
Year ended December 31, 2018
Deducted from accounts receivable -
Provision for uncollectible accounts	$	1,053	$	3,411	$	3,574	$	890
Deducted from deferred tax assets -
Valuation allowance for deferred tax assets (b)	$	36,328	$	1,539	$	8,794	$	29,073
Year ended December 31, 2017
Deducted from accounts receivable -
Provision for uncollectible accounts	$	1,159	$	3,141	$	3,247	$	1,053
Deducted from deferred tax assets -
Valuation allowance for deferred tax assets (b)	$	38,266	$	4,383	$	6,321	$	36,328
Year ended December 31, 2016
Deducted from accounts receivable -
Provision for uncollectible accounts	$	835	$	4,113	$	3,789	$	1,159
Deducted from deferred tax assets -
Valuation allowance for deferred tax assets (b)	$	39,874	$	—	$	1,608	$	38,266

    (a)    Amounts written off, net of recoveries of accounts previously written off

(b)

Balances and activity for valuation allowances for deferred tax assets includes that of amounts presented within both the "Deferred taxes" line and the "Non-current liabilities of discontinued operations and held-for-sale businesses" line on DPL’s Consolidated Balance Sheets.

THE DAYTON POWER AND LIGHT COMPANY [Member]

Schedule II Valuation And Qualifying Accounts

<div>Text selection found with no content.<br></div>

XML

Fixed-asset Impairment (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Public Utility, Property, Plant and Equipment [Line Items]
Fixed-asset impairment (Note 14)	$ 0.0	$ 2.8	$ 2.8	$ 0.0	$ 23.9
Conesville [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Fixed-asset impairment (Note 14)					23.9
Conesville [Member] | Fair Value, Inputs, Level 3 [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Fair Value					$ 1.1

XML

Derivative Instruments and Hedging Activities (Fair Value and Balance Sheet Location (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Total Assets [Member]
Derivative Asset, Fair Value	$ 0.2	$ 1.5	$ 12.5
Derivative, Collateral, Obligation to Return Securities	0.0	0.0	(8.7)
Derivative, Collateral, Obligation to Return Cash	0.0	0.0	0.0
Derivative Asset, Fair Value, Amount Offset Against Collateral	0.2	1.5	3.8
Total Liabilities [Member]
Derivative Liability, Fair Value			15.3
Derivative, Collateral, Right to Reclaim Securities			(8.7)
Derivative, Collateral, Right to Reclaim Cash			(1.4)
Derivative Liability, Fair Value, Amount Offset Against Collateral			5.2
Designated as Hedging Instrument [Member] | Forward Contract Power [Member] | Short-term Derivative Positions [Member] | Current assets of discontinued operations and held-for-sale businesses [Member]
Derivative Asset, Fair Value			4.9
Derivative, Collateral, Obligation to Return Securities			(4.9)
Derivative, Collateral, Obligation to Return Cash			0.0
Derivative Asset, Fair Value, Amount Offset Against Collateral			0.0
Designated as Hedging Instrument [Member] | Forward Contract Power [Member] | Short-term Derivative Positions [Member] | Other Prepayments and Current Assets [Member]
Derivative Asset, Fair Value		0.9
Derivative, Collateral, Obligation to Return Securities		0.0
Derivative, Collateral, Obligation to Return Cash		0.0
Derivative Asset, Fair Value, Amount Offset Against Collateral		0.9
Designated as Hedging Instrument [Member] | Forward Contract Power [Member] | Short-term Derivative Positions [Member] | Current liabilities of discontinued operations and held-for-sale businesses [Member]
Derivative Liability, Fair Value			9.0
Derivative, Collateral, Right to Reclaim Securities			(4.9)
Derivative, Collateral, Right to Reclaim Cash			(1.4)
Derivative Liability, Fair Value, Amount Offset Against Collateral			2.7
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Long-term Derivative Positions [Member] | Other Deferred Asset [Member]
Derivative Asset, Fair Value		0.6	1.5
Derivative, Collateral, Obligation to Return Securities		0.0	0.0
Derivative, Collateral, Obligation to Return Cash		0.0	0.0
Derivative Asset, Fair Value, Amount Offset Against Collateral		0.6	1.5
Not Designated as Hedging Instrument [Member] | Forward Contract Power [Member] | Short-term Derivative Positions [Member] | Current assets of discontinued operations and held-for-sale businesses [Member]
Derivative Asset, Fair Value			5.3
Derivative, Collateral, Obligation to Return Securities			(3.7)
Derivative, Collateral, Obligation to Return Cash			0.0
Derivative Asset, Fair Value, Amount Offset Against Collateral			1.6
Not Designated as Hedging Instrument [Member] | Forward Contract Power [Member] | Short-term Derivative Positions [Member] | Current liabilities of discontinued operations and held-for-sale businesses [Member]
Derivative Liability, Fair Value			5.9
Derivative, Collateral, Right to Reclaim Securities			(3.7)
Derivative, Collateral, Right to Reclaim Cash			0.0
Derivative Liability, Fair Value, Amount Offset Against Collateral			2.2
Not Designated as Hedging Instrument [Member] | Forward Contract Power [Member] | Long-term Derivative Positions [Member] | Non-current assets of discontinued operations and held-for-sale businesses [Member]
Derivative Asset, Fair Value			0.6
Derivative, Collateral, Obligation to Return Securities			0.0
Derivative, Collateral, Obligation to Return Cash			0.0
Derivative Asset, Fair Value, Amount Offset Against Collateral			0.6
Not Designated as Hedging Instrument [Member] | Commodity Contract - FTR [Member] | Short-term Derivative Positions [Member] | Current assets of discontinued operations and held-for-sale businesses [Member]
Derivative Asset, Fair Value			0.2
Derivative, Collateral, Obligation to Return Securities			(0.1)
Derivative, Collateral, Obligation to Return Cash			0.0
Derivative Asset, Fair Value, Amount Offset Against Collateral			0.1
Not Designated as Hedging Instrument [Member] | Commodity Contract - FTR [Member] | Short-term Derivative Positions [Member] | Current liabilities of discontinued operations and held-for-sale businesses [Member]
Derivative Liability, Fair Value			0.3
Derivative, Collateral, Right to Reclaim Securities			0.0
Derivative, Collateral, Right to Reclaim Cash			0.0
Derivative Liability, Fair Value, Amount Offset Against Collateral			0.3
Not Designated as Hedging Instrument [Member] | Natural Gas [Member] | Short-term Derivative Positions [Member] | Current liabilities of discontinued operations and held-for-sale businesses [Member]
Derivative Liability, Fair Value			0.1
Derivative, Collateral, Right to Reclaim Securities			(0.1)
Derivative, Collateral, Right to Reclaim Cash			0.0
Derivative Liability, Fair Value, Amount Offset Against Collateral			$ 0.0
Cash Flow Hedging [Member] | Forward Contract Power [Member] | Short-term Derivative Positions [Member] | Other Prepayments and Current Assets [Member]
Derivative Asset, Fair Value		0.9
Derivative, Collateral, Obligation to Return Securities		0.0
Derivative, Collateral, Obligation to Return Cash		0.0
Derivative Asset, Fair Value, Amount Offset Against Collateral		0.9
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Short-term Derivative Positions [Member] | Other Prepayments and Current Assets [Member]
Derivative Asset, Fair Value	0.2
Derivative, Collateral, Obligation to Return Securities	0.0
Derivative, Collateral, Obligation to Return Cash	0.0
Derivative Asset, Fair Value, Amount Offset Against Collateral	$ 0.2
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Long-term Derivative Positions [Member] | Other Deferred Asset [Member]
Derivative Asset, Fair Value		0.6
Derivative, Collateral, Obligation to Return Securities		0.0
Derivative, Collateral, Obligation to Return Cash		0.0
Derivative Asset, Fair Value, Amount Offset Against Collateral		$ 0.6

XML

Derivative Instruments and Hedging Activities (Narrative) (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2018 USD ($) Number_of_interest_rate_swaps	Dec. 31, 2018 USD ($)	Sep. 30, 2019 USD ($) Number_of_interest_rate_swaps	Mar. 29, 2018 USD ($)	Dec. 31, 2017 USD ($)
Sale of Derivative Instruments Interest Rate Swap		$ 60,000,000.0		$ 60,000,000.0
Gain on sale of Derivative Instruments Interest Rate Swap	$ 800,000	800,000
THE DAYTON POWER AND LIGHT COMPANY [Member]
Number of Interest Rate Swaps | Number_of_interest_rate_swaps	2		2
Tax-exempt First Mortgage Bonds - rates from: 2.49% - 2.93% (a) and 1.29% - 1.42% (b)
Long-term Debt, Gross		140,000,000.0	$ 140,000,000.0		$ 200,000,000.0
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member]
Derivative, Notional Amount, Purchase (Sales), Net		140,000,000.0	$ 140,000,000.0		200,000,000.0
Sale of Derivative Instruments Interest Rate Swap		$ 0			$ 0

XML

Revenue (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Revenue from Contract with Customer, Excluding Assessed Tax	$ 195.0	$ 195.1	$ 576.5	$ 560.1	$ 743.8
Revenues	199.0	207.7	592.2	591.5	775.9
RTO Revenue	11.1	10.7	33.0	32.5	43.2
RTO Capacity Revenue	2.2	3.7	9.2	10.5	14.4
Contract with Customer, Asset, Gross	66.3		66.3		72.6	$ 63.0
Alternative Revenue Programs Accounts Receivable, Gross	0.0		0.0		0.0
Utility [Member]
Revenues	191.1	198.7	570.2	563.5	738.7
RTO Revenue	11.0	10.8	32.8	32.4	43.1
RTO Capacity Revenue	1.1	2.0	5.0	5.8	7.8
Corporate, Non-Segment [Member]
Revenues	8.9	9.9	25.2	30.7	41.0
RTO Revenue	0.1	(0.1)	0.2	0.1	0.1
RTO Capacity Revenue	1.1	1.7	4.2	4.7	6.6
Consolidation, Eliminations [Member]
Revenues	(1.0)	(0.9)	(3.2)	(2.7)	(3.8)
RTO Revenue	0.0	0.0	0.0	0.0	0.0
RTO Capacity Revenue	0.0	0.0	0.0	0.0	0.0
Wholesale Revenue [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	9.2	10.5	23.4	41.3	52.0
Wholesale Revenue [Member] | Utility [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	4.4	4.9	12.8	24.6	29.9
Wholesale Revenue [Member] | Corporate, Non-Segment [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	5.0	5.6	11.4	16.7	22.1
Wholesale Revenue [Member] | Consolidation, Eliminations [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	(0.2)	0.0	(0.8)	0.0	0.0
Other Revenues [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	2.0	2.2	7.1	7.3	9.4
Other non-606 revenue	0.2	0.0	0.8	0.0	0.0
Other Revenues [Member] | Utility [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	0.0	0.0	0.0	0.0	0.0
Other non-606 revenue	0.3	0.0	0.9	0.0	0.0
Other Revenues [Member] | Corporate, Non-Segment [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	2.0	2.2	7.1	7.3	9.4
Other non-606 revenue	0.7	0.5	2.3	1.9	2.8
Other Revenues [Member] | Consolidation, Eliminations [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	0.0	0.0	0.0	0.0	0.0
Other non-606 revenue	(0.8)	(0.5)	(2.4)	(1.9)	(2.8)
Retail Revenue [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	170.5	168.0	503.8	468.5	624.8
Other non-606 revenue	3.8	12.6	14.9	31.4	32.1
Retail Revenue [Member] | Utility [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	170.5	168.4	503.8	469.3	625.8
Other non-606 revenue	3.8	12.6	14.9	31.4	32.1
Retail Revenue [Member] | Corporate, Non-Segment [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	0.0	0.0	0.0	0.0	0.0
Other non-606 revenue	0.0	0.0	0.0	0.0	0.0
Retail Revenue [Member] | Consolidation, Eliminations [Member]
Revenue from Contract with Customer, Excluding Assessed Tax	0.0	(0.4)	0.0	(0.8)	(1.0)
Other non-606 revenue	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0

XML

Supplemental Financial Information (Supplemental Financial Information) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Aug. 01, 2018
Supplemental Financial Information [Line Items]
Unbilled revenue	$ 15.2		$ 15.2		$ 16.8	$ 18.0
Customer receivables	51.1		51.1		55.8	45.2
Amounts due from partners in jointly owned stations	0.2		0.2		0.0
Due from PJM transmission settlement	2.4		2.4		16.5	0.0		$ 41.6
Other	1.3		1.3		2.3	2.5
Provision for uncollectible accounts	(0.4)		(0.4)		(0.9)	(1.1)
Total accounts receivable, net	69.8		69.8		90.5	64.6
Fuel and Limestone	3.0		3.0		1.9	4.1
Plant materials and supplies	10.0		10.0		8.3	8.1
Other	0.0		0.0		0.5	0.5
Total inventories, at average cost	13.0		13.0		10.7	12.7
Assets held for sale - current	8.3		8.3		8.7	315.6
Gain (Loss) on Disposition of Business					(11.7)	0.0	$ 0.0
Gain (Loss) on Sale of Assets and Asset Impairment Charges			0.9	$ (0.6)	(2.0)	16.1	(0.1)
Impairment of Long-Lived Assets Held-for-use			0.0	2.8	$ 2.8	$ 0.0	$ 23.9
Other Operating Income (Expense), Net	0.0	$ (1.6)	(0.9)	(14.6)
Other Operating Income (Expense) [Member]
Supplemental Financial Information [Line Items]
Gain (Loss) on Disposition of Business	0.0	0.0	0.0	11.7
Impairment of Long-Lived Assets Held-for-use	0.0	1.6	0.0	2.8
Other Cost and Expense, Operating	0.0	0.0	(0.9)	(0.1)
Other Operating Income (Expense), Net	$ 0.0	$ (1.6)	$ (0.9)	$ (14.6)

XML

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2018

Entity Information [Line Items]

Schedule of Related Party Transactions

The following table provides a summary of our related party transactions:

	Years ended December 31,
$ in millions	2018			2017			2016
Transactions with the Service Company
Charges for services provided	$	41.0		$	46.5		$	42.8
Charges to the Service Company	$	4.9		$	4.2		$	4.6
Transactions with other AES affiliates:
Payments for health, welfare and benefit plans	$	7.9		$	15.4		$	9.6
Consulting services	$	2.0		$	—		$	—
Balances with related parties:	At December 31, 2018			At December 31, 2017
Net payable to the Service Company	$	(4.8	)	$	(3.9	)
Net payable to other AES affiliates	$	(0.5	)	$	(0.6	)

XML

Generation Separation (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2019

Dec. 31, 2018

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Summary of Balance Sheet and Profit and Loss Information for Discontinued Operations

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	September 30, 2019			December 31, 2018
Accounts receivable, net	$	6.8		$	4.0
Taxes applicable to subsequent years	0.6			2.3
Prepayments and other current assets	0.9			2.4
Intangible assets, net of amortization	0.2			5.3
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	8.5		$	14.0
Accounts payable	$	4.3		$	3.9
Accrued taxes	2.4			3.1
Accrued and other current liabilities	3.2			5.2
Deferred income taxes (a)	(33.2		)	(39.8		)
Taxes payable	—			2.3
Accrued pension and other post-retirement benefits	—			9.7
Asset retirement obligations	70.4			90.4
Other non-current liabilities	15.2			6.6
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	62.3		$	81.4

(a) Deferred income taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, operating costs, other expenses and income tax of discontinued operations for the periods indicated:

	Three months ended						Nine months ended
	September 30,						September 30,
$ in millions	2019			2018			2019			2018
Revenues	$	10.1		$	15.6		$	41.0		$	141.8
Operating costs and other expenses	(10.5		)	(10.6		)	(8.2		)	(105.1		)
Income from discontinued operations	(0.4		)	5.0			32.8			36.7
Gain / (loss) from disposal of discontinued operations	—			0.3			0.1			(1.6		)
Income tax expense from discontinued operations	0.1			1.0			7.1			5.9
Net income from discontinued operations	$	(0.5	)	$	4.3		$	25.8		$	29.2

The following table summarizes the major categories of assets and liabilities at the dates indicated:

$ in millions	December 31, 2018			December 31, 2017
Restricted cash	$	—		$	1.5
Accounts receivable, net	4.0			37.9
Inventories	—			19.4
Taxes applicable to subsequent years	2.3			7.4
Other prepayments and current assets	2.4			17.4
Property, plant & equipment, net	—			232.2
Intangible assets, net	5.3			5.5
Other deferred assets	—			0.6
Total assets of the disposal group classified as assets of discontinued operations and held-for-sale businesses in the balance sheets	$	14.0		$	321.9
Accounts payable	$	3.9		$	25.1
Accrued taxes	3.1			6.3
Other current liabilities	5.2			30.0
Long-term debt (a)	—			0.3
Deferred taxes (b)	(39.8		)	(2.3		)
Taxes payable	2.3			7.4
Pension, retiree and other benefits	9.7			10.6
Asset retirement obligations	90.4			116.6
Other deferred credits	6.6			5.9
Total liabilities of the disposal group classified as liabilities of discontinued operations and held-for-sale businesses in the balance sheets	$	81.4		$	199.9

(a) Long-term debt relates to capital leases.

(b) Deferred taxes represent the tax asset position of the discontinued group of components, which were netted with liabilities on DPL prior to classification as discontinued operations.

The following table summarizes the revenues, cost of revenues, operating and other expenses and income tax of discontinued operations for the periods indicated:

	Years ended December 31,
$ in millions	2018			2017			2016
Revenues	$	158.6		$	492.9		$	593.0
Cost of revenues	(74.3		)	(249.5		)	(349.6		)
Operating and other expenses	(13.8		)	(195.0		)	(214.6		)
Fixed-asset impairment	—			(175.8		)	(835.2		)
Income / (loss) from discontinued operations	70.5			(127.4		)	(806.4		)
Gain / (loss) from disposal of discontinued operations	(1.6		)	14.0			49.2
Income tax expense / (benefit) from discontinued operations	30.0			(20.3		)	(257.2		)
Net income / (loss) from discontinued operations	$	38.9		$	(93.1	)	$	(500.0	)