Note 11 – Redeemable Preferred Stock

DP&L has $100 par value preferred stock, 4,000,000 shares authorized, of which 228,508 were outstanding as of December 31, 2014. DP&L also has $25 par value preferred stock, 4,000,000 shares authorized, none of which was outstanding as of December 31, 2014. The table below details the preferred shares outstanding at December 31, 2014:



		December 31, 2014 and 2013				Carrying Value (a) ($ in millions)
	Preferred Stock Rate	Redemption price ($ per share)		Shares Outstanding		December 31, 2014		December 31, 2013
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		65,830		5.4		5.4
Total					228,508	$	18.4	$	18.4

(a)Carrying value is fair value at the Merger date plus cumulative accrued dividends, of which there were none at December 31, 2014.

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, of which there were none as of December 31, 2014. 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 Consolidated 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, 2014, DP&L’s retained earnings of $381.8 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 Operations.