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Redeemable Preferred Stock
12 Months Ended
Dec. 31, 2012
Temporary Equity [Text Block]

13. Redeemable Preferred Stock

 

DP&L has $100 par value preferred stock, 4,000,000 shares authorized, of which 228,058 were outstanding as of December 31, 2012DP&L also has $25 par value preferred stock, 4,000,000 shares authorized, none of which was outstanding as of December 31, 2012.  The table below details the preferred shares outstanding at December 31, 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012 and 2011

 

Carrying Value (a)
($ in millions)

 

 

Preferred
Stock
Rate

 

Redemption price
($ per share)

 

Shares
Outstanding

 

December 31, 2012

 

December 31, 2011

DP&L Series A

 

3.75%

 

$

102.50 

 

 

93,280 

 

$

7.4 

 

$

7.4 

DP&L Series B

 

3.75%

 

$

103.00 

 

 

69,398 

 

 

5.6 

 

 

5.6 

DP&L Series C

 

3.90%

 

$

101.00 

 

 

65,380 

 

 

5.4 

 

 

5.4 

Total

 

 

 

 

 

 

 

 

228,058 

 

$

18.4 

 

$

18.4 

 

(a)            Carrying value is fair value at Merger date.

 

The DP&L preferred stock may be redeemed at DP&L’s option as determined by its Board of Directors at the per-share redemption prices indicated above, plus cumulative accrued dividends.  In addition, DP&L’s Amended Articles of Incorporation contain provisions that permit preferred stockholders to elect members of the Board of Directors in the event that cumulative dividends on the preferred stock are in arrears in an aggregate amount equivalent to at least four full quarterly dividends.  Since this potential redemption-triggering event is not solely within the control of DP&L, the preferred stock is presented on the Balance Sheets as “Redeemable Preferred Stock” in a manner consistent with temporary equity.

 

As long as any DP&L preferred stock is outstanding, DP&L’s Amended Articles of Incorporation also contain provisions restricting the payment of cash dividends on any of its common stock if, after giving effect to such dividend, the aggregate of all such dividends distributed subsequent to December 31, 1946 exceeds the net income of DP&L available for dividends on its common stock subsequent to December 31, 1946, plus $1.2 million.  This dividend restriction has historically not affected DP&L’s ability to pay cash dividends and, as of December 31, 2012,  DP&L’s retained earnings of $534.2 million were all available for common stock dividends payable to DPL.  We do not expect this restriction to have an effect on the payment of cash dividends in the future.  DPL records dividends on preferred stock of DP&L within Interest expense on the Statements of Results of Operations.    

Redeemable Preferred Stock

13. Redeemable Preferred Stock

 

DP&L has $100 par value preferred stock, 4,000,000 shares authorized, of which 228,058 were outstanding as of December 31, 2012DP&L also has $25 par value preferred stock, 4,000,000 shares authorized, none of which was outstanding as of December 31, 2012.  The table below details the preferred shares outstanding at December 31, 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012 and 2011

 

Carrying Value (a)
($ in millions)

 

 

Preferred
Stock
Rate

 

Redemption price
($ per share)

 

Shares
Outstanding

 

December 31, 2012

 

December 31, 2011

DP&L Series A

 

3.75%

 

$

102.50 

 

 

93,280 

 

$

7.4 

 

$

7.4 

DP&L Series B

 

3.75%

 

$

103.00 

 

 

69,398 

 

 

5.6 

 

 

5.6 

DP&L Series C

 

3.90%

 

$

101.00 

 

 

65,380 

 

 

5.4 

 

 

5.4 

Total

 

 

 

 

 

 

 

 

228,058 

 

$

18.4 

 

$

18.4 

 

(a)            Carrying value is fair value at Merger date.

 

The DP&L preferred stock may be redeemed at DP&L’s option as determined by its Board of Directors at the per-share redemption prices indicated above, plus cumulative accrued dividends.  In addition, DP&L’s Amended Articles of Incorporation contain provisions that permit preferred stockholders to elect members of the Board of Directors in the event that cumulative dividends on the preferred stock are in arrears in an aggregate amount equivalent to at least four full quarterly dividends.  Since this potential redemption-triggering event is not solely within the control of DP&L, the preferred stock is presented on the Balance Sheets as “Redeemable Preferred Stock” in a manner consistent with temporary equity.

 

As long as any DP&L preferred stock is outstanding, DP&L’s Amended Articles of Incorporation also contain provisions restricting the payment of cash dividends on any of its common stock if, after giving effect to such dividend, the aggregate of all such dividends distributed subsequent to December 31, 1946 exceeds the net income of DP&L available for dividends on its common stock subsequent to December 31, 1946, plus $1.2 million.  This dividend restriction has historically not affected DP&L’s ability to pay cash dividends and, as of December 31, 2012,  DP&L’s retained earnings of $534.2 million were all available for common stock dividends payable to DPL.  We do not expect this restriction to have an effect on the payment of cash dividends in the future.  DPL records dividends on preferred stock of DP&L within Interest expense on the Statements of Results of Operations.    

DP&L [Member]
 
Temporary Equity [Text Block]

 

12. Redeemable Preferred Stock

 

DP&L has $100 par value preferred stock, 4,000,000 shares authorized, of which 228,058 were outstanding as of December 31, 2012DP&L also has $25 par value preferred stock, 4,000,000 shares authorized, none of which was outstanding as of December 31, 2012.  The table below details the preferred shares outstanding at December 31, 2012 and 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012 and 2011

 

Par Value
($ in millions)

$ in millions except per share amounts

 

Preferred
Stock
Rate

 

Redemption price
($ per share)

 

Shares
Outstanding

 

December 31, 2012

 

December 31, 2011

DP&L Series A

 

3.75%

 

$

102.50 

 

 

93,280 

 

$

9.3 

 

$

9.3 

DP&L Series B

 

3.75%

 

$

103.00 

 

 

69,398 

 

 

7.0 

 

 

7.0 

DP&L Series C

 

3.90%

 

$

101.00 

 

 

65,380 

 

 

6.6 

 

 

6.6 

Total

 

 

 

 

 

 

 

 

228,058 

 

$

22.9 

 

$

22.9 

 

The DP&L preferred stock may be redeemed at DP&L’s option as determined by its Board of Directors at the per-share redemption prices indicated above, plus cumulative accrued dividends.  In addition, DP&L’s Amended Articles of Incorporation contain provisions that permit preferred stockholders to elect members of the Board of Directors in the event that cumulative dividends on the preferred stock are in arrears in an aggregate amount equivalent to at least four full quarterly dividends.  Since this potential redemption-triggering event is not solely within the control of DP&L, the preferred stock is presented on the Balance Sheets as “Redeemable Preferred Stock” in a manner consistent with temporary equity.

 

As long as any DP&L preferred stock is outstanding, DP&L’s Amended Articles of Incorporation also contain provisions restricting the payment of cash dividends on any of its common stock if, after giving effect to such dividend, the aggregate of all such dividends distributed subsequent to December 31, 1946 exceeds the net income of DP&L available for dividends on its common stock subsequent to December 31, 1946, plus $1.2 million.  This dividend restriction has historically not impacted DP&L’s ability to pay cash dividends and, as of December 31, 2012,  DP&L’s retained earnings of $534.2 million were all available for common stock dividends payable to DPL.  We do not expect this restriction to have an effect on the payment of cash dividends in the future.    

Redeemable Preferred Stock

 

12. Redeemable Preferred Stock

 

DP&L has $100 par value preferred stock, 4,000,000 shares authorized, of which 228,058 were outstanding as of December 31, 2012DP&L also has $25 par value preferred stock, 4,000,000 shares authorized, none of which was outstanding as of December 31, 2012.  The table below details the preferred shares outstanding at December 31, 2012 and 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012 and 2011

 

Par Value
($ in millions)

$ in millions except per share amounts

 

Preferred
Stock
Rate

 

Redemption price
($ per share)

 

Shares
Outstanding

 

December 31, 2012

 

December 31, 2011

DP&L Series A

 

3.75%

 

$

102.50 

 

 

93,280 

 

$

9.3 

 

$

9.3 

DP&L Series B

 

3.75%

 

$

103.00 

 

 

69,398 

 

 

7.0 

 

 

7.0 

DP&L Series C

 

3.90%

 

$

101.00 

 

 

65,380 

 

 

6.6 

 

 

6.6 

Total

 

 

 

 

 

 

 

 

228,058 

 

$

22.9 

 

$

22.9 

 

The DP&L preferred stock may be redeemed at DP&L’s option as determined by its Board of Directors at the per-share redemption prices indicated above, plus cumulative accrued dividends.  In addition, DP&L’s Amended Articles of Incorporation contain provisions that permit preferred stockholders to elect members of the Board of Directors in the event that cumulative dividends on the preferred stock are in arrears in an aggregate amount equivalent to at least four full quarterly dividends.  Since this potential redemption-triggering event is not solely within the control of DP&L, the preferred stock is presented on the Balance Sheets as “Redeemable Preferred Stock” in a manner consistent with temporary equity.

 

As long as any DP&L preferred stock is outstanding, DP&L’s Amended Articles of Incorporation also contain provisions restricting the payment of cash dividends on any of its common stock if, after giving effect to such dividend, the aggregate of all such dividends distributed subsequent to December 31, 1946 exceeds the net income of DP&L available for dividends on its common stock subsequent to December 31, 1946, plus $1.2 million.  This dividend restriction has historically not impacted DP&L’s ability to pay cash dividends and, as of December 31, 2012,  DP&L’s retained earnings of $534.2 million were all available for common stock dividends payable to DPL.  We do not expect this restriction to have an effect on the payment of cash dividends in the future.