Debt Obligations

3 Months Ended

Mar. 31, 2011

Mar. 31, 2012

DP&L [Member]

6. Debt Obligations


Long-term Debt		At		At
		March 31,	December 31,
$ in millions		2012		2011
		Successor
First mortgage bonds maturing in October 2013 - 5.125%	$	498.9	$	503.6
Pollution control series maturing in January 2028 - 4.70%		36.1		36.1
Pollution control series maturing in January 2034 - 4.80%		179.6		179.6
Pollution control series maturing in September 2036 - 4.80%		96.2		96.2
Pollution control series maturing in November 2040 -
variable rates: 0.04% - 0.20% and 0.06% - 0.32% (a)		100.0		100.0
U.S. Government note maturing in February 2061 - 4.20%		18.5		18.5
		929.3		934.0

Obligation for capital lease		0.3		0.4
Unamortized debt discount		-		-
Total long-term debt at subsidiary		929.6		934.4


Bank Term Loan - variable rates: 2.25% - 2.30% and 1.48% - 4.25% (b)		425.0		425.0
Senior unsecured bonds maturing October 2016 - 6.50%		450.0		450.0
Senior unsecured bonds maturing October 2021 - 7.25%		800.0		800.0
Note to DPL Capital Trust II maturing in September 2031 - 8.125%		19.5		19.5
Total long-term debt	$	2,624.1	$	2,628.9


Current portion - Long-term Debt	At		At
	March 31,		December 31,
$ in millions	2012		2011
		Successor
U.S. Government note maturing in February 2061 - 4.20%	$	0.1	$	0.1
Obligation for capital lease		0.3		0.3
Total current portion - long-term debt at subsidiary	$	0.4	$	0.4

(a) Range of interest rates for the three months ended March 31, 2012 and the twelve months ended December 31, 2011, respectively. (b) Range of interest rates for the three months ended March 31, 2012 and from the draw-down of the loan in August 2011 through December 31, 2011, respectively.

All debt outstanding at the Merger date was revalued at the estimated fair value. At March 31, 2012, maturities of long-term debt, including capital lease obligations, are summarized as follows:


$ in millions		DPL
Due within one year	$	0.4
Due within two years		470.4
Due within three years		425.2
Due within four years		0.1
Due within five years		450.1
Thereafter		1,252.9
		2,599.1

Unamortized adjustments to market
value from purchase accounting		25.4
Total long-term debt	$	2,624.5

Premiums or discounts recognized at the Merger date are amortized over the life of the debt using the effective interest method.

On December 4, 2008, the OAQDA issued $100.0 million of collateralized, variable rate Revenue Refunding Bonds Series A and B due November 1, 2040. In turn, DP&L borrowed these funds from the OAQDA and issued corresponding First Mortgage Bonds to support repayment of the funds. The payment of principal and interest on each series of the bonds when due is backed by a standby letter of credit issued by JPMorgan Chase Bank, N.A. This letter of credit facility, which expires in December 2013, is irrevocable and has no subjective acceleration clauses. Fees associated with this letter of credit facility were not material during the three months ended March 31, 2012 and 2011.

On April 20, 2010, DP&L entered into a $200.0 million unsecured revolving credit agreement with a syndicated bank group. This agreement is for a three year term expiring on April 20, 2013 and provides DP&L with the ability to increase the size of the facility by an additional $50.0 million. DP&L had no outstanding borrowings under this credit facility at March 31, 2012 and December 31, 2011. Fees associated with this revolving credit facility were not material during the three months ended March 31, 2012 and 2011. This facility also contains a $50 million letter of credit sublimit. As of March 31, 2012, DP&L had no outstanding letters of credit against the facility.

On February 23, 2011, DPL purchased $122.0 million principal amount of DPL Capital Trust II 8.125% capital securities in a privately negotiated transaction. As part of this transaction, DPL paid a $12.2 million, or 10%, premium. Debt issuance costs and unamortized debt discount totaling $3.1 million were also recognized in February 2011 associated with this transaction.

On March 1, 2011, DP&L completed the purchase of $18.7 million of electric transmission and distribution assets from the federal government that are located at the Wright-Patterson Air Force Base. DP&L financed the acquisition of these assets with a note payable to the federal government that is payable monthly over 50 years and bears interest at 4.2% per annum.

On August 24, 2011, DP&L entered into a $200.0 million unsecured revolving credit agreement with a syndicated bank group. This agreement is for a four year term expiring on August 24, 2015 and provides DP&L with the ability to increase the size of the facility by an additional $50.0 million. DP&L had no outstanding borrowings under this credit facility at March 31, 2012 and December 31, 2011. Fees associated with this revolving credit facility were not material during the three months ended March 31, 2012. This facility also contains a $50 million letter of credit sublimit. As of March 31, 2012, DP&L had no outstanding letters of credit against the facility.

On August 24, 2011, DPL entered into a $125.0 million unsecured revolving credit agreement with a syndicated bank group. This agreement is for a three year term expiring on August 24, 2014. DPL had no outstanding borrowings under this credit facility at March 31, 2012 and December 31, 2011. Fees associated with this revolving credit facility were not material during the three months ended March 31, 2012. This facility may also be used to issue letters of credit up to the $125 million limit. As of March 31, 2012, DPL had no outstanding letters of credit against the facility.

On August 24, 2011, DPL entered into a $425.0 million unsecured term loan agreement with a syndicated bank group. This agreement is for a three year term expiring on August 24, 2014. DPL has borrowed the entire $425 million available under the facility at March 31, 2012. Fees associated with this term loan were not material during the three months ended March 31, 2012.

In connection with the closing of the Merger (see Note 2), DPL assumed $1,250.0 billion of debt that Dolphin Subsidiary II, Inc., a subsidiary of AES, issued on October 3, 2011 to partially finance the Merger. The $1,250.0 billion was issued in two tranches. The first tranche was $450.0 million of five year senior unsecured notes issued with a 6.50% coupon maturing on October 15, 2016. The second tranche was $800.0 million of ten year senior unsecured notes issued with a 7.25% coupon maturing on October 15, 2021.

Substantially all property, plant and equipment of DP&L is subject to the lien of the mortgage securing DP&L's First and Refunding Mortgage, dated October 1, 1935, with the Bank of New York Mellon as Trustee.

6. Debt Obligations

Long-term debt is as follows:

Long-term Debt


		March 31,			December 31,
$ in millions		2012			2011

First mortgage bonds maturing in October 2013 - 5.125%	$	470.0		$	470.0
Pollution control series maturing in January 2028 - 4.70%		35.3			35.3
Pollution control series maturing in January 2034 - 4.80%		179.1			179.1
Pollution control series maturing in September 2036 - 4.80%		100.0			100.0
Pollution control series maturing in November 2040 - variable rates:
0.06% - 0.32% and 0.16% - 0.36% (a)		100.0			100.0
U.S. Government note maturing in February 2061 - 4.20%		18.5			18.5
		902.9			902.9

Obligation for capital lease		0.3			0.4
Unamortized debt discount		(0.3	)		(0.3	)
Total long-term debt	$	902.9		$	903.0

Current portion - Long-term Debt


	March 31,		December 31,
$ in millions	2011		2011

U.S. Government note maturing in February 2061 - 4.20%	$	0.1	$	0.1
Obligation for capital lease		0.3		0.3
Total current portion - long-term debt	$	0.4	$	0.4

(a) Range of interest rates for the three months ended March 31, 2012 and the twelve months ended December 31, 2011, respectively.

At March 31, 2012, maturities of long-term debt, including capital lease obligations, are summarized as follows:


$ in millions		Amount
Due within one year	$	0.4
Due within two years		470.4
Due within three years		0.2
Due within four years		0.1
Due within five years		0.1
Thereafter		432.4
	$	903.6

On March 1, 2011, DP&L completed the purchase of $18.7 million electric transmission and distribution assets from the federal government that are located at the Wright-Patterson Air Force Base. DP&L financed the acquisition of these assets with a note payable to the federal government that is payable monthly over 50 years and bears interest at 4.2% per annum.