11-K/A 1 a11-14928_211ka.htm AMEND TO ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS PLANS

Table of Contents

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 11-K/A

 


 

x

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended

December 31, 2010

 

OR

 

o

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission File Number 1-9052

 

A.                                   Full title of plan and the address of plan, if different from that of named issuer below:

 

THE DAYTON POWER AND LIGHT COMPANY

EMPLOYEE SAVINGS PLAN

 

B.                                     Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

DPL Inc.

1065 Woodman Drive

Dayton, Ohio  45432

 

 

 



Table of Contents

Explanatory Note

 

The Dayton Power and Light Company Employee Savings Plan is filing this amendment to its Form 11-K for the fiscal year ended December 31, 2010 (the “Form 11-K”) because it inadvertently omitted the conformed signature on Exhibit 23.1 in the initial filing of the Form 11-K.

 

The conformed signature is now included on Exhibit 23.1 of this filing.

 

There are no other changes to the financial statements or other information provided by the Plan’s administrator in the original filing, and this amendment is not intended to modify or update any other information presented in the Form 11-K filed on June 20, 2011.  For the convenience of the reader this Form 11-K/A sets forth the Form 11-K in its entirety.

 

2



Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

 

Table of Contents

 

Report of Independent Registered Public Accounting Firm

4

 

 

Statements of Net Assets Available for Benefits

5

 

 

Statements of Changes in Net Assets Available for Benefits

6

 

 

Notes to Financial Statements

7-15

 

 

Schedule H, Line 4i — Schedule of Assets Held at End of Year

16

 

 

Signatures

17

 

 

Exhibit 23.1 — Consent of Independent Registered Public Accounting Firm

 

 

3



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

The Dayton Power and Light Company

Employee Savings Plan

Dayton, Ohio

 

We have audited the accompanying statements of net assets available for benefits of The Dayton Power and Light Company Employee Savings Plan as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2010, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. This supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

As discussed in note 9 to the financial statements, the Plan adopted a new accounting standard regarding the classification of notes receivable from participants for the years ended December 31, 2010 and 2009.

 

/s/ Battelle & Battelle LLP

 

 

June 20, 2011

Dayton, Ohio

 

4



Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

Statements of Net Assets Available for Benefits

 

 

 

At December 31,

 

 

 

2010

 

2009

 

 

 

# Shares

 

Amount

 

# Shares

 

Amount

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments at Fair Value (Notes 2(e) and 3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock:

 

 

 

 

 

 

 

 

 

DPL Inc. Common Stock

 

221,297

 

$

5,689,545

*

231,697

 

$

6,394,836

*

 

 

 

 

 

 

 

 

 

 

Money Market Fund:

 

 

 

 

 

 

 

 

 

Prime Reserve Fund

 

5,200,164

 

5,200,164

*

5,760,450

 

5,760,450

*

 

 

 

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

 

 

Equity Income Fund

 

348,212

 

8,249,148

*

338,053

 

7,095,730

*

New Horizons Fund

 

211,813

 

7,093,614

*

208,350

 

5,329,589

*

Equity Index 500 Fund

 

208,507

 

7,060,034

*

211,977

 

6,365,662

*

Blue Chip Growth Fund

 

113,569

 

4,330,370

*

115,364

 

3,780,480

*

Spectrum Income Fund

 

256,804

 

3,174,099

*

250,954

 

2,963,765

*

International Stock Fund

 

185,452

 

2,638,987

 

181,494

 

2,286,824

 

Retirement 2020 Fund

 

105,029

 

1,726,672

 

75,874

 

1,107,758

 

Retirement 2025 Fund

 

120,737

 

1,453,678

 

107,712

 

1,142,828

 

Pimco Total Return Admin

 

99,317

 

1,077,587

 

100,151

 

1,081,626

 

Retirement 2030 Fund

 

50,794

 

877,717

 

38,621

 

583,951

 

Retirement 2015 Fund

 

64,813

 

770,626

 

69,996

 

746,852

 

Mid-Cap Growth Fund

 

12,617

 

738,462

 

11,298

 

536,550

 

Retirement 2010 Fund

 

37,650

 

577,549

 

39,736

 

554,319

 

Mid-Cap Value Fund

 

23,368

 

554,060

 

21,945

 

454,694

 

Retirement 2035 Fund

 

44,415

 

543,198

 

31,680

 

337,389

 

Vanguard Int Termbond IDX, SIG

 

47,716

 

534,901

 

31,262

 

335,134

 

Retirement 2045 Fund

 

41,691

 

484,033

 

30,217

 

305,194

 

Small-Cap Value Fund

 

9,925

 

358,607

 

8,878

 

261,720

 

Retirement 2040 Fund

 

19,187

 

334,231

 

18,528

 

280,693

 

Retirement 2050 Fund

 

11,240

 

109,480

 

5,920

 

50,198

 

Retirement Income Fund

 

8,053

 

105,578

 

5,044

 

61,584

 

Retirement 2055 Fund

 

5,784

 

55,703

 

4,260

 

35,699

 

Retirement 2005 Fund

 

1,223

 

13,874

 

479

 

5,004

 

Total Mutual Funds

 

 

 

42,862,208

 

 

 

35,703,243

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

 

 

53,751,917

 

 

 

47,858,529

 

 

 

 

 

 

 

 

 

 

 

Notes Receivable From Participants (Notes 1(h), 9, and 11)

 

 

 

439,233

 

 

 

155,203

 

 

 

 

 

 

 

 

 

 

 

Uninvested Cash

 

 

 

89,076

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 

 

54,280,226

 

 

 

48,013,732

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excess Contributions Payable

 

 

 

 

 

 

95,841

 

 

 

 

 

 

 

 

 

 

 

Net Assets Available for Benefits

 

 

 

$

54,280,226

 

 

 

$

47,917,891

 

 


*Investments that exceed 5% of Net Assets Available for Benefits.

The accompanying notes are an integral part of the financial statements.

 

5



Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

Statements of Changes in Net Assets Available for Benefits

 

 

 

Year Ended December 31,

 

 

 

2010

 

2009

 

Investment Income (Notes 2(e) and 3):

 

 

 

 

 

Net Appreciation/(Depreciation) in Fair Value of Investments:

 

 

 

 

 

 

 

 

 

 

 

Common Stock:

 

 

 

 

 

DPL Inc. Common Stock

 

$

(412,137

)

$

1,056,107

 

Mutual Funds:

 

 

 

 

 

New Horizons Fund

 

1,649,655

 

1,639,842

 

Equity Income Fund

 

924,617

 

1,374,842

 

Equity Index 500 Fund

 

796,973

 

1,215,356

 

Blue Chip Growth Fund

 

612,956

 

1,162,346

 

International Stock Fund

 

309,850

 

675,541

 

Retirement 2025 Fund

 

168,850

 

312,499

 

Retirement 2020 Fund

 

159,467

 

232,613

 

Spectrum Income Fund

 

138,244

 

348,421

 

Mid-Cap Growth Fund

 

129,235

 

149,630

 

Retirement 2030 Fund

 

98,963

 

124,907

 

Retirement 2015 Fund

 

81,818

 

163,896

 

Mid-Cap Value Fund

 

66,347

 

145,749

 

Retirement 2035 Fund

 

64,658

 

78,852

 

Retirement 2045 Fund

 

58,579

 

69,727

 

Small-Cap Value Fund

 

57,186

 

49,532

 

Retirement 2010 Fund

 

53,572

 

118,088

 

Retirement 2040 Fund

 

39,923

 

70,279

 

Vanguard Int Termbond IDX, SIG

 

16,425

 

5,640

 

Retirement 2050 Fund

 

13,123

 

9,618

 

Pimco Total Return Admin

 

7,437

 

48,965

 

Retirement 2055 Fund

 

6,635

 

7,108

 

Retirement Income Fund

 

6,347

 

4,556

 

Retirement 2005 Fund

 

785

 

433

 

Total Mutual Funds

 

5,461,645

 

8,008,440

 

 

 

 

 

 

 

Total Net Appreciation

 

5,049,508

 

9,064,547

 

 

 

 

 

 

 

Dividend Income

 

1,207,083

 

865,024

 

 

 

 

 

 

 

Net Investment Income

 

6,256,591

 

9,929,571

 

 

 

 

 

 

 

Interest on Participant Loans

 

14,280

 

1,065

 

Transfers from Other Company Sponsored Plans (Note 4)

 

1,884,094

 

512,334

 

Participant Contributions (Note 4)

 

3,635,936

 

3,441,675

 

 

 

 

 

 

 

 

 

11,790,901

 

13,884,645

 

Deductions in Net Assets Attributable to:

 

 

 

 

 

Transfers to Other Company Sponsored Plan (Note 6)

 

(4,063

)

 

Benefits Paid to Participants

 

(5,424,503

)

(2,130,503

)

Total Deductions

 

(5,428,566

)

(2,130,503

)

 

 

 

 

 

 

Net Increase

 

6,362,335

 

11,754,142

 

Net Assets Available for Benefits:

 

 

 

 

 

Beginning of Year

 

47,917,891

 

36,163,749

 

 

 

 

 

 

 

End of Year

 

$

54,280,226

 

$

47,917,891

 

 

The accompanying notes are an integral part of the financial statements.

 

6



Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

Notes to Financial Statements

December 31, 2010 and 2009

 

Note 1 - Plan Description

 

(a)  General

 

The Dayton Power and Light Company Employee Savings Plan (the “Plan”), effective January 1, 1985, as amended, was established by the Board of Directors of The Dayton Power and Light Company (the “Company”) to provide eligible non-union employees of the Company and certain affiliated companies with a 401(k) plan.  The Plan is a defined contribution plan that is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.  A non-union employee becomes eligible for the Plan on the first day of the month following the first full calendar month the employee worked at least 160 hours.

 

(b)  Participant Contributions

 

An eligible participant may execute a salary reduction agreement directing the Company to contribute to the Plan on behalf of the participant up to 85 percent (in whole percentages) of regular compensation.  In addition, the participant may contribute up to 85 percent of eligible incentive compensation.  Both salary deferral and incentive compensation contributions are subject to certain Internal Revenue Service (IRS) limitations.  Participants who would have attained age 50 before the close of the plan year are eligible to make additional “catch-up” contributions, subject to certain IRS limitations.

 

Effective October 1, 2006, all new employees are automatically enrolled in the Plan at a default contribution rate of 3 percent which is invested in the Retirement Income Fund appropriate for the participant’s age.  Employees may opt out of this automatic election or choose to change the deferral percentage.

 

Participants may also elect to direct a portion of funds from a Company sponsored welfare cafeteria benefit plan, another component of compensation, into the Plan.  Contributions to this plan were $86,935 and $89,938 for the years ended December 31, 2010 and 2009, respectively, and are included within Participant Contributions on the Statement of Changes in Net Assets Available for Benefits.

 

(c)  Employer Contributions

 

For 2010 and prior, the Company may match $1.50 for every $1.00 of participant contributions, up to $2,000 annually, with DPL Inc. common stock, held in a separate DPL Inc. Employee Stock Ownership Plan (ESOP).  The Plan was amended effective January 1, 2011; See Note 10 below for more information.

 

(d)  Vesting

 

Participants are immediately vested in their voluntary contributions plus actual earnings thereon.  Employer matching contributions are held in the ESOP and are cliff-vested 100 percent after three years’ service, for matching contributions for 2010 and prior.  Refer to Note 10 below for vesting terms and matching provisions for 2011 and subsequent periods.  Forfeitures of employer matching contributions held in the ESOP are used to reduce future employer matching contributions.

 

(Continued)

 

7



Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

Notes to Financial Statements

December 31, 2010 and 2009

 

(e)  Participant Accounts

 

Each participant’s account is credited with the participant’s elective deferrals and an allocation of employer contributions (if any), Plan earnings or losses and any Plan expenses the Company may not elect to pay.  Participants can self-direct their contributions to a variety of investment options offered by the Plan with varied risk and return potential.

 

(f)  Payment of Benefits

 

In general, participants are eligible for lump sum distributions upon termination of their employment and the submission and subsequent approval of an application for benefits.  Earlier distributions can occur for a Qualified Domestic Relations Order, disability or death.  Otherwise, distribution must occur within 60 days after the plan year in which the latest of the following events occurs:  65th birthday; 10th anniversary of participation in the Plan; or termination of employment.  Participants are allowed to take distributions during employment if older than 59-1/2 and/or for a hardship as defined in the Plan document.

 

Additionally, the Plan allows for automatic payment of a participant’s vested balance upon termination, provided that the vested balance is $1,000 or less and the participant is less than 65 years old.

 

(g)  Plan Termination

 

Although the Company expects the Plan to continue indefinitely, it reserves the right to discontinue employer contributions or terminate the Plan at any time.  If the Plan should be terminated, in whole or in part, participants will be entitled to withdraw the full value of their accounts, or to the extent allowed by law.  Refer to Note 10 for discussion of the proposed merger with The AES Corporation.  The impact of the proposed merger on the Plan is currently unknown.

 

(h)  Notes Receivable from Participants

 

The Plan was amended, effective September 29, 2009, to allow a participant to receive a loan from the Plan in accordance with policy established by the Plan administrator.  The Plan is required to treat these loans as notes receivable as further discussed in Note 9 below.  Any such loan or loans must be a minimum of $1,000 and shall not exceed the lesser of 50% of the participant’s vested account balance or $50,000.  For loans made on or after November 15, 2010, participants will not be entitled to receive a loan more frequently than once in any 12 month period of time.  Loans must be paid back within 60 months (unless the loan is used to acquire a principal residence) to prevent the loan from being treated as a distribution.  Loan payments must be made through payroll deductions while the participant is employed.

 

(Continued)

 

8



Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

Notes to Financial Statements

December 31, 2010 and 2009

 

Note 2 - Summary of Significant Accounting Policies

 

(a)  Basis of Accounting

 

The financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (FASC).

 

(b)  Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

 

(c)  Payment of Benefits

 

Benefit payments are recorded when paid.

 

(d)  Subsequent Events

 

We have evaluated all subsequent events through the date these statements were issued and filed with the United States Securities and Exchange Commission (SEC).  See Note 10 below.

 

(e)  Investment Valuation and Income Recognition

 

Investments are reported at fair value.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Investments in mutual funds and money market funds are reported at fair value based on the fair value of the underlying net assets of the funds as determined by those funds.

 

Realized and unrealized gains and losses are based on the difference between the fair values of the investments at the beginning of the year or the purchase dates, and the fair values at the end of the year or the sales dates, as applicable, and are reflected in the Statement of Changes in Net Assets Available for Benefits.

 

Purchases and sales of investments are recorded on a trade-date basis.  Dividend income is recorded on an ex-dividend basis.  Capital gain distributions are included in dividends.  Interest income is recorded on an accrual basis.

 

The fair value hierarchy, as discussed in FASC Topic 820 “Fair Value Measurements and Disclosures,” 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).

 

(Continued)

 

9



Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

Notes to Financial Statements

December 31, 2010 and 2009

 

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 the Global Corporate Cumulative Average Default Rates.

 

The fair value of assets measured on a recurring basis and the respective category within the fair value hierarchy was determined as follows:

 

Assets Measured at Fair Value on a Recurring Basis

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

 

 

Fair Value at
December 31,
2010

 

Based on
Quoted Prices in
Active Market

 

Based on
Other
Observable
Inputs

 

Unobservable
Inputs

 

Assets

 

 

 

 

 

 

 

 

 

Common Stock

 

$

5,689,545

 

$

5,689,545

 

$

 

$

 

Money Market Fund

 

5,200,164

 

 

5,200,164

 

 

Mutual Funds

 

42,862,208

 

 

42,862,208

 

 

Total

 

$

53,751,917

 

$

5,689,545

 

$

48,062,372

 

$

 

 

Assets Measured at Fair Value on a Recurring Basis

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

 

 

Fair Value at
December 31,
2009

 

Based on
Quoted Prices in
Active Market

 

Based on
Other
Observable
Inputs

 

Unobservable
Inputs

 

Assets

 

 

 

 

 

 

 

 

 

Common Stock

 

$

6,394,836

 

$

6,394,836

 

$

 

$

 

Money Market Fund

 

5,760,450

 

 

5,760,450

 

 

Mutual Funds

 

35,703,243

 

 

35,703,243

 

 

Total

 

$

47,858,529

 

$

6,394,836

 

$

41,463,693

 

$

 

 

Level 1 inputs are used to value DPL Inc. common stock.  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 open-ended mutual funds held by the Plan using the end of day Net Asset Value (NAV) traded in an active exchange market.  This is in accordance with FASC Topic 820, which states that assets valued using the NAV should be classified as Level 2 if an entity can redeem its investment with the investee at the NAV on the measurement date, and otherwise as Level 3.

 

There were no transfers in or out of Levels 1 and 2 during the years ended December 31, 2010 and 2009.

 

(Continued)

 

10



Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

Notes to Financial Statements

December 31, 2010 and 2009

 

Net Asset Value per Unit

 

The following table discloses the fair value and redemption frequency for those investments whose fair value is estimated using the NAV per unit as of December 31, 2010 and 2009.  These assets are part of the Plan and exclude DPL Inc. common stock which is valued using quoted market prices.  Fair values estimated using the NAV per unit are considered Level 2 inputs within the fair value hierarchy, unless they cannot be redeemed at the NAV on the reporting date.  Investments that have restrictions on the redemption of the investments would be reported as Level 3 assets within the hierarchy.  As of December 31, 2010 and 2009, the Plan did not have any investments for sale at a price other than the NAV.

 

Fair Value Estimated Using Net Asset Value per Unit

 

Investment

 

December 31, 2010
Fair Value

 

December 31, 2009
Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Notice
Period

 

Equity Mutual Funds (a)

 

$

31,023,282

 

$

26,111,249

 

$

 

Immediate

 

None

 

Fixed Income Mutual Funds (b)

 

4,786,587

 

4,380,525

 

 

Immediate

 

None

 

Target Maturity Mutual Funds (c)

 

7,052,339

 

5,211,469

 

 

Immediate

 

None

 

Money Market Mutual Fund (d)

 

5,200,164

 

5,760,450

 

 

Immediate

 

None

 

Total

 

$

48,062,372

 

$

41,463,693

 

$

 

 

 

 

 

 


(a)   This category primarily includes investments in equity securities of large, small and medium sized companies and equity securities of foreign companies including those in developing countries. The funds are valued using the NAV method in which an average of the market prices for the underlying investments is used to value the fund.  Investments in this category can be redeemed immediately at the current NAV per unit.

(b)   This category primarily includes investments in investment grade fixed-income instruments, US 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 NAV method in which an average of the market prices for the underlying investments is used to value the fund.  Investments in this category can be redeemed immediately at the current NAV per unit.

(c)   This category includes investments in equity and fixed-income securities including equity investments of large, small and medium sized companies and equity securities of foreign companies including those in developing countries as well as investment grade fixed-income instruments, US 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 NAV method in which an average of the market prices for the underlying investments is used to value the fund.  Investments in this category can be redeemed immediately at the current NAV per unit.

(d)   This category includes investments in a money market mutual fund.  The fund is valued using the NAV method in which an average of the market prices for the underlying investments is used to value the fund.  Investments in this category are highly liquid and can be redeemed immediately at the NAV per unit.

 

Note 3 - Related Party Transactions (Parties-in-Interest)

 

Certain Plan investment purchases and sales are shares of mutual funds managed by T. Rowe Price.  T. Rowe Price is the Trustee as defined by the Plan; therefore, these transactions qualify as party-in-interest transactions.  During the years ended December 31, 2010 and 2009, such purchases were $9,126,144 and $7,956,653, respectively, and such sales totaled $8,673,889 and $5,837,945, respectively.

 

Certain Plan investment purchases and sales are shares of DPL Inc. common stock. During the years ended December 31, 2010 and 2009, purchases of DPL Inc. common stock were $881,104 and $904,744, respectively, and sales of DPL Inc. common stock totaled $1,303,483 and $393,222, respectively.

 

(Continued)

 

11



Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

Notes to Financial Statements

December 31, 2010 and 2009

 

The ending balance of DPL Inc. common stock represents approximately 10.6% and 13.3% of the Plan’s total investments as of December 31, 2010 and 2009, respectively.

 

Note 4 - Contributions

 

Participant contributions withheld by the Company are paid into the Plan as soon as administratively possible.

 

In 2010 and 2009, there were incoming transfers of $818,066 and $0, respectively, between the Plan and the Company’s Savings Plan for Collective Bargaining Employees. These transfers reflect the movement of savings for employees who have changed from union to non-union status.

 

The Plan allows all participants to make a quarterly election to transfer into the Plan any of their vested DPL Inc. ESOP shares.  Such transfers during 2010 and 2009 totaled $1,066,028 and $512,334, respectively.

 

Note 5 - Administrative Expenses

 

The Plan is administered by the Company, without charge to the Plan, and T. Rowe Price is the Trustee.  The Company has elected to pay a portion of the fees incurred in the administration of the Plan, including a portion of the Trustee’s compensation and expenses.

 

Note 6 - Benefits

 

There were no benefit obligations to participants who had withdrawn from the Plan at December 31, 2010 and 2009.

 

In 2010 and 2009, there were outgoing transfers of $4,063 and $0, respectively, between the Plan and the Company’s Savings Plan for Collective Bargaining Employees.  These transfers reflect the movement of savings for employees who have changed from non-union to union status.

 

Note 7 - Federal Income Taxes

 

The Plan is designed and being operated to be exempt from federal income tax as a qualified employee benefit plan under Sections 401(a) and 501(a) of the Internal Revenue Code (IRC).  The Plan received a determination letter from the IRS dated February 11, 2003 indicating the Plan is so qualified.  The Plan has been amended since receiving this determination letter.  However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable IRC requirements and continues to be tax exempt as of December 31, 2010.  The Plan was amended effective January 1, 2011 and a determination request was filed for the amended Plan in January 2011.

 

(Continued)

 

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Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

Notes to Financial Statements

December 31, 2010 and 2009

 

There are no uncertain tax positions with respect to the Plan and the Plan has no tax positions that are expected to significantly increase or decrease over the next twelve months.  The Plan is subject to normal statutes of limitations with regard to tax examinations.  With few exceptions, the Plan is no longer subject to income tax examinations for years before 2007.  No interest or penalties have been recognized in the Plan’s financial statements.

 

Note 8 – Risks and Uncertainties

 

Investment securities are exposed to various risks, such as interest rate, market and credit risk.  Due to the level of risk associated with certain investment securities and the level of uncertainty related to the changes in the fair value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.

 

Note 9 – Recent Accounting Pronouncements

 

Reporting Loans to Participants by Defined Contribution Pension Plans

 

In September 2010, the FASB issued ASU 2010-25 “Reporting Loans to Participants by Defined Contribution Pension Plans.”  This ASU requires the classification of participant loans as notes receivable carried at the unpaid balance plus any accrued but unpaid interest instead of being classified as investments at fair value.  This method is preferable because it best reflects the legal nature of the asset, which is a loan from the Plan to the participant.

 

The change in classification is to be applied retrospectively, and as a result, $155,203 in participant loans, that were previously disclosed as “Participant Loans” and included in Total Investments on the Statement of Net Assets Available for Benefits, are now classified as “Notes Receivable from Participants.”  Additionally, in accordance with ASU 2010-25, notes receivable from participants are no longer disclosed within the fair value table located in Note 2(e) because the notes receivable are no longer classified as investments or subject to fair value reporting.

 

Fair Value Measurements and Disclosures

 

In August 2009, the FASB issued ASU 2009-05 “Fair Value Measurements and Disclosures — Measuring Liabilities at Fair Value,” which amends FASC Topic 820, “Fair Value Measurements and Disclosures.”  ASU 2009-05 clarifies the measurement of liabilities at fair value in the absence of observable market information.  ASU 2009-05 was effective for the Plan’s first reporting period beginning January 1, 2010.  The adoption of ASU 2009-05 did not have a material effect on the Plan’s financial statements.

 

In January 2010, the FASB issued ASU 2010-06 “Fair Value Measurements and Disclosures,” effective for annual reporting periods beginning after December 15, 2009.  The Company adopted this ASU on January 1, 2010.  This standard updates FASC Topic 820, “Fair Value Measurements and Disclosures.”

 

(Continued)

 

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Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

Notes to Financial Statements

December 31, 2010 and 2009

 

ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of Levels 1 and 2 and higher levels of disaggregation for the different types of financial instruments.  For the reconciliation of Level 3 fair value measurements, information about purchases, sales, issuances and settlements should be presented separately.  These new rules did not have a material effect on the Plan’s financial statements.

 

Subsequent Events

 

In February 2010, the FASB issued ASU 2010-09 “Subsequent Events,” effective upon issuance of the final ASU.  ASU 2010-09 addresses the interaction of FASC Topic 855 “Subsequent Events” with the reporting requirements of the Securities and Exchange Commission (SEC).  Specifically, ASU 2010-09 addresses the concern that the requirement to disclose the date that an entity’s financial statements are issued, as required in FASC Topic 855, potentially conflicts with the SEC’s guidance.  In response, ASU 2010-09 amends FASC Topic 855 such that an entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated.  The amendment alleviates potential conflicts between FASC Topic 855 and the SEC’s reporting requirements.

 

Note 10 – Subsequent Events

 

Vesting Schedule

 

The Plan was amended effective January 1, 2011 related to the Company match and vesting schedule:

 

The Company may match $1.00 for every $1.00 of participant contributions, up to 1% of pay, with an additional match of $0.50 for each $1.00 of participant contributions on the next 5% of pay, for a total 3.5% match with DPL Inc. common stock, held in a separate DPL Inc. ESOP.

 

For contributions made after January 1, 2011, employer matching contributions are cliff-vested 100 percent after two years’ service.  Matching contributions made prior to this date are subject to the three year vesting schedule.

 

Merger with AES

 

On April 19, 2011, DPL Inc. and The AES Corporation (“AES”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby AES will acquire DPL for $30.00 per share in a cash transaction valued at approximately $3.5 billion plus the assumption of $1.2 billion of debt and preferred stock. Upon closing, DPL will become a wholly-owned subsidiary of AES.

 

(Continued)

 

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Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

Notes to Financial Statements

December 31, 2010 and 2009

 

The transaction has been unanimously approved by both the DPL and AES boards of directors, but is subject to certain conditions, including receipt of the approval of DPL shareholders, the expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, and the receipt of all required regulatory approvals from, among others, the FERC and the PUCO.  The parties anticipate receiving approvals and closing the transaction during the fourth quarter of 2011 or first quarter of 2012.  The impact of the proposed merger on the Plan is currently unknown.

 

Further information concerning the proposed merger, including a copy of the Merger Agreement, is included in DPL’s Current Report on Form 8-K relating to the merger, filed with the SEC on April 20, 2011.  In addition, further information will be included in a proxy statement filed by DPL with the SEC in connection with the merger.

 

Early Termination of Antitrust Waiting Period

 

On June 14, 2011, the U.S. Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed DPL and AES merger.

 

Fund Changes

 

On February 1, 2011, the Plan exchanged the T. Rowe Price Equity Index 500 Fund for the Vanguard Equity Index 500 Fund.  The Vanguard Fund is comparable to the T. Rowe Price Fund, except that the Vanguard Fund has lower fees.  In addition, four new funds were added to the investment lineup at the same time: Oppenheimer International Bond A, DFA Emerging Markets Value 1, PIMCO Real Return Institutional, and Prudential Short-Term Corporate Bond Z.

 

Note 11 – Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

 

 

2010

 

2009

 

Net Assets Available for Benefits per the Financial Statements

 

$

54,280,226

 

$

47,917,891

 

Differences in:

 

 

 

 

 

Investments

 

(439,233

)

(155,203

)

Receivables - Notes Receivable from Participants

 

439,233

 

155,203

 

Net Assets Available for Benefits per the Form 5500

 

$

54,280,226

 

$

47,917,891

 

 

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Table of Contents

 

The Dayton Power and Light Company

Employee Savings Plan

EIN # 31-0258470

Plan # 004

Schedule H, Line 4i – Schedule of Assets Held at End of Year

December 31, 2010

 

Party-in-
Interest

 

Identity of Issuer

 

Description of Investment

 

Current Value

 

(a)

 

(b)

 

(c)

 

(e)

 

 

 

 

 

 

 

 

 

 

 

Common Stock:

 

 

 

 

 

*

 

DPL Inc.

 

DPL Inc. Common Stock (221,297 shares)

 

$

5,689,545

 

 

 

 

 

 

 

 

 

 

 

Money Market Fund:

 

 

 

 

 

*

 

T. Rowe Price Trust Company

 

Prime Reserve Fund (5,200,164 shares)

 

5,200,164

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds:

 

 

 

 

 

*

 

T. Rowe Price Trust Company

 

Equity Income Fund (348,212 shares)

 

8,249,148

 

*

 

T. Rowe Price Trust Company

 

New Horizons Fund (211,813 shares)

 

7,093,614

 

*

 

T. Rowe Price Trust Company

 

Equity Index 500 Fund (208,507 shares)

 

7,060,034

 

*

 

T. Rowe Price Trust Company

 

Blue Chip Growth Fund (113,569 shares)

 

4,330,370

 

*

 

T. Rowe Price Trust Company

 

Spectrum Income Fund (256,804 shares)

 

3,174,099

 

*

 

T. Rowe Price Trust Company

 

International Stock Fund (185,452 shares)

 

2,638,987

 

*

 

T. Rowe Price Trust Company

 

Retirement 2020 Fund (105,029 shares)

 

1,726,672

 

*

 

T. Rowe Price Trust Company

 

Retirement 2025 Fund (120,737 shares)

 

1,453,678

 

*

 

T. Rowe Price Trust Company

 

Pimco Total Return Admin (99,317 shares)

 

1,077,587

 

*

 

T. Rowe Price Trust Company

 

Retirement 2030 Fund (50,794 shares)

 

877,717

 

*

 

T. Rowe Price Trust Company

 

Retirement 2015 Fund (64,813 shares)

 

770,626

 

*

 

T. Rowe Price Trust Company

 

Mid-Cap Growth Fund (12,617 shares)

 

738,462

 

*

 

T. Rowe Price Trust Company

 

Retirement 2010 Fund (37,650 shares)

 

577,549

 

*

 

T. Rowe Price Trust Company

 

Mid-Cap Value Fund (23,368 shares)

 

554,060

 

*

 

T. Rowe Price Trust Company

 

Retirement 2035 Fund (44,415 shares)

 

543,198

 

*

 

T. Rowe Price Trust Company

 

Vanguard Int Termbond IDX, SIG (47,716 shares)

 

534,901

 

*

 

T. Rowe Price Trust Company

 

Retirement 2045 Fund (41,691 shares)

 

484,033

 

*

 

T. Rowe Price Trust Company

 

Small-Cap Value Fund (9,925 shares)

 

358,607

 

*

 

T. Rowe Price Trust Company

 

Retirement 2040 Fund (19,187 shares)

 

334,231

 

*

 

T. Rowe Price Trust Company

 

Retirement 2050 Fund (11,240 shares)

 

109,480

 

*

 

T. Rowe Price Trust Company

 

Retirement Income Fund (8,053 shares)

 

105,578

 

*

 

T. Rowe Price Trust Company

 

Retirement 2055 Fund (5,784 shares)

 

55,703

 

*

 

T. Rowe Price Trust Company

 

Retirement 2005 Fund (1,223 shares)

 

13,874

 

 

 

Total Mutual Funds

 

 

 

42,862,208

 

 

 

 

 

 

 

 

 

 

 

Uninvested Cash:

 

 

 

 

 

*

 

T. Rowe Price Trust Company

 

Uninvested Cash

 

89,076

 

 

 

 

 

 

 

 

 

 

 

Notes Receivable From Participants:

 

 

 

 

 

*

 

Participant Loans

 

Interest rate of 4.25% with maturity at various dates

 

439,233

 

 

 

 

 

 

 

$

54,280,226

 

 


Note:  An (*) in column (a) identifies a person known to be a party-in-interest to the Plan.

Column (d) has been omitted, as it is not applicable.

 

16



Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Operating Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized.

 

 

 

The Dayton Power and Light Company
Employee Savings Plan

 

(Name of Plan)

 

 

Date

June 20, 2011

 

/s/ Joseph W. Mulpas

 

 

 

Joseph W. Mulpas

 

 

 

Vice President, Controller and Chief Accounting Officer

 

 

 

DPL Inc. and The Dayton Power and Light Company

 

17