8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):   February 24, 2009

DPL Inc.

(Exact Name of Registrant as Specified in Its Charter)

Ohio	1-9052	31-1163136
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1065 Woodman Drive, Dayton, Ohio		45432
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  (937) 224-6000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On February 26, 2009, DPL Inc. (the “Company”) issued a press release announcing its earnings for fiscal year 2008, and revising its earnings guidance for 2009.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01Regulation FD Disclosure.

On February 27, 2009, at 9:00 a.m. Eastern Time, the Company is scheduled to hold a webcast conference call to review its earnings press release issued on February 26, 2009.  A copy of the presentation slides to be used during the webcast conference call on February 27, 2009, is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01Other Events.

On February 24, 2009, the Company issued a press release announcing that its principal subsidiary, The Dayton Power and Light Company (“DP&L”), has entered into a settlement agreement with the staff of the Public Utilities Commission of Ohio (“PUCO”) and various intervening parties with respect to DP&L’s electric security plan that was filed with the PUCO in October 2008 in compliance with Ohio’s new energy law.  The settlement is subject to approval by the PUCO.  A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

99.1	Press Release of DPL Inc., dated February 26, 2009.
99.2	Presentation slides to be used during webcast conference call on February 27, 2009.
99.3	Press Release of DPL Inc., dated February 24, 2009.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DPL Inc.
Date:  February 26, 2009
	/s/ Douglas C. Taylor
	Name:	Douglas C. Taylor
	Title:	Senior Vice President, General
		Counsel and Corporate Development

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EXHIBIT INDEX

Exhibit No.	Description	Paper (P) or  Electronic (E)
99.1	Press Release of DPL Inc., dated February 26, 2009.	E
99.2	Presentation slides to be used during webcast conference call on February 27, 2009.	E
99.3	Press Release of DPL Inc., dated February 24, 2009.	E

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EX-99.1

Exhibit 99.1

DPL Reports 2008 Full-Year Earnings;

Revised 2009 Earnings Guidance

DAYTON, Ohio — February 26, 2009 — DPL Inc. (NYSE: DPL) today reported 2008 year-end earnings from continuing operations of $2.12 per share compared to $1.80 per share for 2007.  Earnings per share information reported in this press release is based on diluted shares outstanding as of the applicable year-end, unless otherwise noted.  Total diluted shares outstanding were 115.4 million for 2008 and 117.8 million for 2007.

Excluding certain one-time items, adjusted earnings from continuing operations for 2008 were $2.05 per share compared to $1.53 per share for 2007.

	Twelve Months Ended  December 31,
Non GAAP Earnings Per Share Reconciliation	2008			2007
Earnings per share from continuing operations	$	2.12		$	1.80
Adjustments:
Executive litigation settlement	—			(0.17		)
AEGIS insurance recovery	—			(0.07		)
Gain on corporate aircraft sale	—			(0.03		)
Ohio tax settlement	(0.07		)	—
Adjusted earnings per share (Non-GAAP)	$	2.05		$	1.53

The key driver behind higher year-end 2008 adjusted earnings from continuing operations compared to 2007 was increased gross margin of $80.9 million primarily due to net gains realized on coal and emission allowance sales and higher retail revenues partially offset by lower wholesale revenues.

“DPL had a solid year in 2008,” said Paul Barbas, DPL President and Chief Executive Officer.  “Operationally, we reached a significant milestone with the completion of the DP&L-managed scrubber program.  The scrubber’s performance to date has provided significant benefits to our customers, the environment and the company.  Financially, we continued to strengthen our balance sheet and maintained our solid investment grade ratings.  And, we raised the annual dividend rate from $1.10 to $1.14 per common share.  Additionally, our employees continued to provide exceptional commitment to our customers while also stepping up during difficult times to support the communities where we live and work.”

“As we look to the future, we understand the difficult economic environment our country and our region, faces,” continued Mr. Barbas.  “Now more than ever, our disciplined focus on cost control and execution within our core electric business will serve our employees, customers and shareholders well.”

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Conference Call and Webcast

At 9:00 a.m. Eastern Time on Friday, February 27, 2009, DPL will host a conference call and webcast to review year-end 2008 financial results.  The conference call will be available in listen-only mode for investors, media and the public by dialing 888.680.0865 for domestic participants or 617.213.4853 for international callers.  The access code is 40311044.  Please dial into the call at least fifteen minutes prior to the start of the call to register.

The webcast can be accessed real-time on DPL’s website at www.dplinc.com.  Interested parties are encouraged to visit the website at least fifteen minutes prior to the start of the webcast in order to properly register.  The live webcast will be available for replay on the DPL website in the investor relations section following the conference call.

2008 Financial Results

Revenues increased $85.9 million, or 6%, to $1,601.6 million for 2008 compared to $1,515.7 million for 2007.  This increase was primarily the result of higher average rates for retail and wholesale sales and an increase in RTO capacity and other RTO revenues, partially offset by lower retail and wholesale sales volume.

Retail revenues increased $17.1 million compared to 2007, due to a 4% increase in average retail rates as a result of the continued recovery of environmental costs, partially offset by a 2% decrease in sales volume.  The decrease in retail sales volume is primarily the result of milder weather, as cooling degree days decreased 26%, and a 6% decline in industrial sales due to the economic downturn.

Wholesale revenues decreased $30.4 million compared to 2007, primarily resulting from a $60.2 million, or 33%, decrease in sales volume, partially offset by a $29.8 million, or 25%, increase in average market rates.  The decrease in wholesale volume is due largely to unplanned generation outages.

	Twelve Months Ended December 31,
$ in millions	2008		2007		Variance
Retail	$	1,223.3	$	1,206.2	$	17.1
Wholesale	149.9		180.3		(30.4		)
RTO Revenues	110.4		87.4		23.0
RTO Capacity Revenues	106.9		30.9		76.0
Other Revenues	11.1		10.9		0.2
Total Revenues	$	1,601.6	$	1,515.7	$	85.9

Fuel, which includes coal (net of sales), natural gas, oil and emission allowances, decreased $85.2 million, or 26%, for 2008 compared to 2007.  This decrease was primarily the result of increases in net gains of $82.8 million realized from coal sales, net gains of $33.6 million realized from the sale of

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emission allowances, and a 6% decrease in generation output.  These decreases were partially offset by higher average fuel prices.

	Twelve Months Ended December 31,
$ in millions	2008			2007			Variance
Coal	$	246.8		$	305.9		$	(59.1	)
Natural Gas	16.0			17.1			(1.1		)
Oil	15.0			6.4			8.6
Emission Allowances	(34.8		)	(1.2		)	(33.6		)
Total Fuel Costs	$	243.0		$	328.2		$	(85.2	)

Purchased Power costs increased $90.2 million, or 31%, for 2008 compared to 2007 resulting primarily from a $15.3 million increase in average market rates, and an increase in RTO capacity and other RTO charges.  These increases were partially offset by a $23.5 million decrease relating to lower purchased power volume.

	Twelve Months Ended December 31,
$ in millions	2008		2007		Variance
Purchased Power	$	148.7	$	156.9	$	(8.2	)
RTO Charges	127.8		101.9		25.9
RTO Capacity Charges	100.9		28.4		72.5
Total Purchased Power	$	377.4	$	287.2	$	90.2

Gross margin increased $80.9 million, or 9%, to $981.2 million for 2008 compared to 2007.  As a percentage of total revenues, gross margin increased to 61% for 2008 compared to 59% for 2007.

Operation and maintenance expense remained relatively flat decreasing $0.3 million for 2008 compared to 2007.  Decreases in O&M expense included lower legal costs of $17.6 million, lower deferred compensation costs of $8.1 million, and reduced employee stock ownership plan expenses of $7.1 million.  These were offset by the 2007 insurance settlement of $14.5 million relating to litigation, higher plant operating costs of $16.2 million, and a $6.0 million gain on the sale of the corporate aircraft realized in 2007.

Depreciation and amortization expense increased $2.9 million for 2008 compared to 2007.  This primarily reflected higher plant balances due largely to the installation of the flue gas desulfurization (FGD) equipment, partially offset by the impact of lower depreciation rates for generation property which were put into effect in August 2007.

General taxes increased $13.7 million for 2008 compared to 2007 as a result of higher property taxes due mainly to higher tax rates and capital improvements which have led to higher assessed property values.

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Interest expense for 2008 increased $9.7 million, or 12%, compared to 2007 primarily as a result of lower capitalized interest due to the completion of the FGD projects at various generating stations, partially offset by the redemption of the $225 million 8.25% Senior Notes in March 2007 and the $100 million 6.25% Senior Notes in May 2008.

Income taxes for 2008 decreased $19.6 million, or 16%, as compared to 2007, primarily due to a decrease in the effective tax rate reflecting the phase-out of the Ohio Franchise Tax and the settlement of the Ohio Franchise Tax issue which resulted in a recorded benefit of $8.5 million in 2008.

Liquidity and Cash Flow

DPL’s cash and cash equivalents totaled $62.5 million at December 31, 2008, compared to $134.9 million at December 31, 2007, a decrease of $72.4 million.  The decrease in cash and cash equivalents was primarily attributed to $243.6 million in capital expenditures, $190.0 million used to retire long-term debt and pollution control bonds, and $120.5 million in dividends paid on common stock.  This decrease was partially offset by $363.2 million in cash generated from operating activities, $98.4 million in net proceeds from the issuance of pollution control bonds, and net withdrawals of $22.5 million from restricted funds to pay for pollution control capital expenditures.  At December 31, 2008, DPL had $14.5 million restricted funds held in trust relating to the issuance of $100 million pollution control bonds.

DPL has a $220 million unsecured revolving credit facility; as of December 31, 2008, there were no borrowings under this credit facility.

Construction additions were $228 million in 2008 compared to $347 million in 2007, and are expected to approximate $150 million in 2009.

Capital projects are subject to continuing review and are revised in light of changes in financial and economic conditions, load forecasts, legislative and regulatory developments and changing environmental standards, among other factors.  DPL, through its subsidiary The Dayton Power and Light Company (DP&L), is projecting to spend an estimated $475 million in capital projects for the period 2009 through 2011. DP&L’s 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, and cash flows from operations.

2009 Earnings Guidance Revised

DPL has revised its 2009 earnings estimate range of $2.00 to $2.60 per share to $2.00 to $2.30 per share.  The change in guidance primarily reflects the stipulation agreement reached with respect to our ESP filing which does not permit the deferral of fuel and certain fuel related O&M costs in 2009.

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Shares Outstanding

Total shares outstanding for purposes of determining diluted earnings per share were 115.4 million for 2008 and 117.8 million for 2007.  Comparable numbers for determining basic earnings per share were 110.2 million for 2008 and 107.9 million for 2007.  The difference between basic and diluted shares outstanding relates primarily to 19.6 million warrants at December 31, 2008 and 31.6 million at December 31, 2007.

Non-GAAP Financial Measures

This press release contains non-GAAP financial measures as defined under SEC Regulation G. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP).  DPL’s earnings per share is prepared in accordance with GAAP and represent the company’s earnings per share as reported in DPL’s financial statements filed with the Securities and Exchange Commission.  Adjusted earnings per share is a non-GAAP financial measure. DPL’s management believes that adjusted earnings per share information is relevant and useful information to our investors as this measure excludes certain one-time items. Management feels this is a meaningful analysis of our financial performance as it is not obscured by unique large factors or one-time events.  This non-GAAP measure is also used by management in evaluating the company’s ongoing operating performance.  Adjusted earnings per share is not a substitute for measures determined in accordance with GAAP, and may not be comparable to adjusted earnings per share amounts reported by other companies.

About DPL

DPL Inc. (NYSE:DPL) is a regional electric energy and utility company.  DPL’s principal subsidiaries include The Dayton Power and Light Company (DP&L); DPL Energy, LLC (DPLE); and DPL Energy Resources, Inc. (DPLER).  DP&L, a regulated electric utility, provides service to over 513,000 retail customers in West Central Ohio; DPLE engages in the operation of merchant peaking generation facilities; and DPLER is a competitive retail electric supplier in Ohio, selling to major industrial and commercial customers. DPL, through its subsidiaries, owns and operates approximately 3,700 megawatts of generation capacity, of which 2,800 megawatts are low cost coal-fired units and 900 megawatts are natural gas and diesel peaking units.  Further information can be found at www.dplinc.com.

Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Matters discussed in this press release that relate to events or developments that are expected to occur in the future, including management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters constitute forward-looking statements.  Forward-looking statements are based on management’s beliefs, assumptions and expectations of future economic performance, taking into account the information currently available to management.  These statements are not statements of historical fact and are typically identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” and similar

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expressions.  Such forward-looking statements are subject to risks and uncertainties, and investors are cautioned that outcomes and results may vary materially from those projected due to various factors beyond our control, including but not limited to: abnormal or severe weather and catastrophic weather-related damage; unusual maintenance or repair requirements; changes in fuel costs and purchased power, coal, environmental emissions, natural gas, oil, and other commodity prices; volatility and changes in markets for electricity and other energy-related commodities; performance of our suppliers and other counterparties; increased competition and deregulation in the electric utility industry; increased competition in the retail generation market; changes in interest rates; state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, emission levels and regulations, rate structures or tax laws; changes in federal and/or state environmental laws and regulations to which DPL and its subsidiaries are subject; the development and operation of Regional Transmission Organizations (RTOs), including PJM Interconnection, L.L.C. (PJM) to which DPL’s operating subsidiary (DP&L) has given control of its transmission functions; changes in our purchasing processes, pricing, delays, employee, contractor, and supplier performance and availability; significant delays associated with large construction projects; growth in our service territory and changes in demand and demographic patterns; changes in accounting rules and the effect of accounting pronouncements issued periodically by accounting standard-setting bodies; financial market conditions; the outcomes of litigation and regulatory investigations, proceedings or inquiries; general economic conditions; and the risks and other factors discussed in DPL’s and DP&L’s filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date of the document in which they are made.  We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based.

Inquiries concerning this report should be directed to:

Media Contact

Telephone (937) 224-5940

Investor Relations Contact

Craig Jackson

Assistant Treasurer

Telephone (937) 259-7033

The information contained herein is submitted for general information

and not in connection with any sale or offer for sale of,

or solicitation of any offer to buy, any securities.

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DPL Inc.

FINANCIAL DATA

(Unaudited)

(in millions, except per share amounts)

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2008		2007		2008		2007
Earnings Per Share of Common Stock - Basic:
--From Continuing Operations	$	0.64	$	0.43	$	2.22	$	1.97
--From Discontinued Operations	$	—	$	—	$	—	$	0.09
Total	$	0.64	$	0.43	$	2.22	$	2.06
Earnings Per Share of Common Stock - Diluted:
--From Continuing Operations	$	0.63	$	0.40	$	2.12	$	1.80
--From Discontinued Operations	$	—	$	—	$	—	$	0.08
Total	$	0.63	$	0.40	$	2.12	$	1.88
Earnings
--From Continuing Operations	$	71.6	$	46.3	$	244.5	$	211.8
--From Discontinued Operations	$	—	$	—	$	—	$	10.0
Total	$	71.6	$	46.3	$	244.5	$	221.8
Average Number of Common Shares Outstanding:
Basic	112.0		108.4		110.2		107.9
Diluted	112.8		117.2		115.4		117.8

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DPL Inc.

CONSOLIDATED STATEMENTS OF RESULTS OF OPERATIONS

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
$ in millions except per share amounts	2008			2007			2008			2007
Revenues	$	392.2		$	370.1		$	1,601.6		$	1,515.7
Cost of revenues:
Fuel	50.5			77.7			243.0			328.2
Purchased power	88.5			69.7			377.4			287.2
Total cost of revenues	139.0			147.4			620.4			615.4
Gross margin	253.2			222.7			981.2			900.3
Operating expenses:
Operation and maintenance	72.1			74.7			272.5			272.8
Depreciation and amortization	35.2			31.9			137.7			134.8
General taxes	32.5			27.2			125.5			111.8
Amortization of regulatory assets	2.4			2.5			10.0			10.8
Total operating expenses	142.2			136.3			545.7			530.2
Operating income	111.0			86.4			435.5			370.1
Investment income	0.5			1.8			3.6			11.3
Net gain on settlement of executive litigation	—			—			—			31.0
Interest expense	(22.8		)	(21.6		)	(90.7		)	(81.0		)
Other income / (deductions)	(0.1		)	0.3			(1.0		)	2.9
Total other income / (expense), net	(22.4		)	(19.5		)	(88.1		)	(35.8		)
Earnings from continuing operations before income tax	88.6			66.9			347.4			334.3
Income tax expense	17.0			20.6			102.9			122.5
Earnings from continuing operations	71.6			46.3			244.5			211.8
Earnings from discontinued operations, net of tax	—			—			—			10.0
Net Income	$	71.6		$	46.3		$	244.5		$	221.8
Average number of common shares outstanding (millions):
Basic	112.0			108.4			110.2			107.9
Diluted	112.8			117.2			115.4			117.8
Earnings per share of common stock:
Basic:
Earnings from continuing operations	$	0.64		$	0.43		$	2.22		$	1.97
Earnings from discontinued operations	—			—			—			0.09
Total Basic	$	0.64		$	0.43		$	2.22		$	2.06
Diluted:
Earnings from continuing operations	$	0.63		$	0.40		$	2.12		$	1.80
Earnings from discontinued operations	—			—			—			0.08
Total Diluted	$	0.63		$	0.40		$	2.12		$	1.88
Dividends paid per share of common stock	$	0.275		$	0.260		$	1.100		$	1.040

These interim statements are unaudited.

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DPL Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Twelve Months Ended
	December 31,
$ in millions	2008				2007
Cash flows from operating activities:
Net income	$	244.5			$	221.8
Less: Earnings from discontinued operations, net of tax	—				(10.0			)
Earnings from continuing operations	244.5				211.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	137.7				134.8
Amortization of regulatory assets	10.0				10.8
Net gain on settlement of executive litigation	—				(31.0			)
Gain on sale of aircraft	—				(6.0			)
Deferred income taxes	40.3				0.3
Changes in certain assets and liabilities	(49.6			)	(28.2			)
Deferred compensation	(12.8			)	4.4
Other	(6.9			)	21.2
Net cash provided by operating activities	363.2				318.1
Cash flows from investing activities:
Capital expenditures	(243.6			)	(346.2			)
Proceeds from sale of property - peakers	—				151.0
Proceeds from sale of property - aircraft	—				7.4
Purchases of short-term investments	(4.9			)	—
Net cash used for investing activities	(248.5			)	(187.8			)
Cash flows from financing activities:
Exercise of stock options	2.2				14.6
Tax impact related to exercise of stock options	0.3				1.3
Retirement of long-term debt	(100.0			)	(225.0			)
Retirement of pollution control bonds	(90.0			)	—
Issuance of pollution control bonds, net	98.4				90.0
Pollution control bond proceeds held in trust	(10.0			)	(90.0			)
Withdrawals of restricted funds held in trust, net	32.5				63.2
Dividends paid on common stock	(120.5			)	(111.7			)
Withdrawals from revolving credit facility	115.0				95.0
Repayment of borrowings from revolving credit facility	(115.0			)	(95.0			)
Net cash used for financing activities	(187.1			)	(257.6			)
Cash and cash equivalents:
Net change	(72.4			)	(127.3			)
Balance at beginning of period	134.9				262.2
Cash and cash equivalents at end of period	$		62.5		$		134.9
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	86.8			$	87.8
Income taxes paid, net	$	127.3			$	115.6
Non-cash financing and investing activities:
Restricted funds held in trust	$	14.5			$	37.0
Accruals for capital expenditures	$	34.1			$	45.6

These interim statements are unaudited.

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DPL Inc.

CONSOLIDATED BALANCE SHEETS

	At			At
	December 31,			December 31,
$ in millions	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	62.5		$	134.9
Restricted funds held in trust	14.5			37.0
Accounts receivable, less provision for uncollectible accounts of $1.1 and $1.5, respectively	259.9			241.2
Inventories, at average cost	105.1			105.0
Taxes applicable to subsequent years	58.0			48.0
Other current assets	27.0			11.8
Total current assets	527.0			577.9
Property:
Property, plant and equipment	5,227.0			5,011.6
Less: Accumulated depreciation and amortization	(2,350.6		)	(2,234.6		)
Total net property	2,876.4			2,777.0
Other noncurrent assets:
Regulatory assets	233.7			165.2
Other assets	38.0			46.5
Total other noncurrent assets	271.7			211.7
Total Assets	$	3,675.1		$	3,566.6
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion - long-term debt	$	175.7		$	100.7
Accounts payable	178.3			163.1
Accrued taxes	130.4			110.8
Accrued interest	25.0			25.8
Other current liabilities	34.5			27.2
Total current liabilities	543.9			427.6
Noncurrent liabilities:
Long-term debt	1,376.1			1,541.5
Deferred taxes	433.7			374.9
Unamortized investment tax credit	38.0			40.7
Insurance and claims costs	17.6			20.0
Other deferred credits	267.3			266.3
Total noncurrent liabilities	2,132.7			2,243.4
Cumulative preferred stock not subject to mandatory redemption	22.9			22.9
Common shareholders’ equity:
Common stock, at par value of $0.01 per share	1.2			1.1
Warrants	31.0			50.0
Common stock held by employee plans	(27.6		)	(39.7		)
Accumulated other comprehensive loss	(44.6		)	(9.2		)
Retained earnings	1,015.6			870.5
Total common shareholders’ equity	975.6			872.7
Total Liabilities and Shareholders’ Equity	$	3,675.1		$	3,566.6

These interim statements are unaudited.

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DPL Inc.

OPERATING STATISTICS

(unaudited)

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2008		2007		2008		2007
Sales (millions of kWh):
Residential	1,389		1,259		5,533		5,535
Commercial	958		952		3,959		3,990
Industrial	924		1,008		3,986		4,241
Other retail	358		357		1,454		1,468
Total retail	3,629		3,576		14,932		15,234
Wholesale	478		719		2,240		3,364
Total sales	4,107		4,295		17,172		18,598
Revenues ($ in thousands):
Residential	$	135,212	$	122,220	$	544,561	$	532,956
Commercial	82,937		79,670		332,010		321,051
Industrial	57,795		59,246		240,041		244,260
Other retail	24,619		23,689		97,592		94,568
Other miscellaneous revenues	1,849		5,639		9,042		13,340
Total retail	302,412		290,464		1,223,246		1,206,175
Wholesale	25,129		40,259		149,874		180,254
RTO and capacity revenues	62,234		37,000		217,357		118,389
Other revenues, net of fuel costs	2,371		2,366		11,080		10,911
Total revenues	$	392,146	$	370,089	$	1,601,557	$	1,515,729
Other Statistics:
Average price per kWh - retail (cents)	8.28		7.96		8.13		7.83
Fuel cost per net kWh generated (cents)	2.41		1.90		2.28		1.97
Fuel cost per net kWh generated (cents)-includes allowance / coal sales and derivative gains	1.32		1.89		1.56		1.97
Electric customers at end of period	515,274		515,125		515,274		515,125
Average kWh use per residential customer	3,045		2,760		12,117		12,120
Peak demand - maximum one-hour use (mw)	2,535		2,727		3,027		3,270
Degree Days
Heating	2,148		1,838		5,811		5,326
Cooling	14		64		853		1,152

Inquiries concerning this report should be directed to:

Craig Jackson

Assistant Treasurer

Telephone (937) 259-7033

The information contained herein is submitted for general information

and not in connection with any sale or offer for sale of,

or solicitation of any offer to buy, any securities.

11

EX-99.2

Exhibit 99.2

YEAR-END 2008 EARNINGS REVIEW Paul M. Barbas President and Chief Executive Officer Frederick J. Boyle Senior Vice President, Chief Financial Officer, Treasurer and Controller

Investor Relations Contact Craig Jackson Assistant Treasurer (937) 259-7033 craig.jackson@dplinc.com Notice Regarding Forward-Looking Statements Certain statements contained in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Matters discussed in this presentation that relate to events or developments that are expected to occur in the future, including management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters constitute forward-looking statements. Forward-looking statements are based on management’s beliefs, assumptions and expectations of future economic performance, taking into account the information currently available to management. These statements are not statements of historical fact and are typically identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” and similar expressions. Such forward-looking statements are subject to risks and uncertainties, and investors are cautioned that outcomes and results may vary materially from those projected due to various factors beyond our control, including but not limited to: abnormal or severe weather and catastrophic weather-related damage; unusual maintenance or repair requirements; changes in fuel costs and purchased power, coal, environmental emissions, natural gas, oil, and other commodity prices; volatility and changes in markets for electricity and other energy-related commodities; performance of our suppliers and other counterparties; increased competition and deregulation in the electric utility industry; increased competition in the retail generation market; changes in interest rates; state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, emission levels and regulations, rate structures or tax laws; changes in federal and/or state environmental laws and regulations to which DPL and its subsidiaries are subject; the development and operation of Regional Transmission Organizations (RTOs), including PJM Interconnection, L.L.C. (PJM) to which DPL’s operating subsidiary The Dayton Power and Light Company (DP&L) has given control of its transmission functions; changes in our purchasing processes, pricing, delays, employee, contractor, and supplier performance and availability; significant delays associated with large construction projects; growth in our service territory and changes in demand and demographic patterns; changes in accounting rules and the effect of accounting pronouncements issued periodically by accounting standard-setting bodies; financial market conditions; the outcomes of litigation and regulatory investigations, proceedings or inquiries; general economic conditions; and the risks and other factors discussed in DPL’s and DP&L’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are made. We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based.

Investor Relations Contact Craig Jackson Assistant Treasurer (937) 259-7033 craig.jackson@dplinc.com Non-GAAP Financial Measures This presentation contains non-GAAP financial measures as defined under SEC Regulation G. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP). DPL’s earnings per share is prepared in accordance with GAAP and represent the company’s earnings per share as reported in DPL’s financial statements filed with the Securities and Exchange Commission. Adjusted earnings per share is a non-GAAP financial measure. DPL’s management believes that adjusted earnings per share information is relevant and useful information to our investors as this measure excludes certain one-time items. Management feels this is a meaningful analysis of our financial performance as it is not obscured by unique large factors or one-time events. This non-GAAP measure is also used by management in evaluating the company’s ongoing operating performance. Adjusted earnings per share is not a substitute for measures determined in accordance with GAAP, and may not be comparable to adjusted earnings per share amounts reported by other companies. This presentation includes a reconciliation of the non-GAAP financial measure of adjusted earnings per share to the comparable GAAP financial measure of earnings per share.

Electric Security Plan

ESP continues through end of 2012. Implement a fuel recovery rider beginning in 2010. Non-bypassable RSS charge, previously approved by the PUCO through 2010, will continue through 2012. Electric Security Plan (ESP) Stipulation Key Elements

Distribution and generation base rates remain frozen through 2012. Can request approval of riders for: Changes in regulatory and tax law Storm damage Costs associated with new climate change or carbon laws/regulations Transmission Cost Recovery Rider (TCRR) costs RTO costs not included in TCRR Electric Security Plan (ESP) Stipulation Key Elements (continued)

Implement energy efficiency program rider effective in the second quarter of 2009. File a revised AMI / Smart Grid plan by September 2009. File an ESP or Market Rate Option (MRO) by March 2012, to be effective January 2013. Electric Security Plan (ESP) Stipulation Key Elements (continued)

2008 Highlights / 2009 Objectives

2008 Highlights Accomplishments Non-GAAP earnings per share of $2.05.(1) Completed the DP&L-managed scrubber program in 2nd Quarter 2008. Realized significant gains on coal and emission allowance sales. Collective bargaining agreement. Announced a quarterly dividend increase from $0.275 to $0.285 per share resulting in an annualized dividend of $1.14 per share. (1) A reconciliation to GAAP earnings per share of $2.12 is included on page 13 of this presentation.

2008 Highlights Challenges Economic conditions Generation outages Beckjord outage impacted earnings by approximately $20mm or $0.12 per share September windstorm Credit markets

2009 Objectives Implement the ESP. Manage coal costs. 100% hedged for committed burn through 2010 2009 estimated average coal contract cost of $45 per ton(1) Improve plant performance. Control operation and maintenance costs. Maintain strong liquidity position. (1) Coal cost per ton is net of coal sale gains.

2008 Financial Results

Earnings Per Share (GAAP) For the Twelve Months ended December 31, 2008 and 2007 Twelve Months Ended December 31, Diluted 2008 2007 Earnings from Continuing Operations $2.12 $1.80 Earnings from Discontinued Operations $- $0.08 Total Diluted $2.12 $1.88 Average Diluted Shares Outstanding 115.4 117.8 (in millions) Twelve Months Ended December 31, Basic 2008 2007 Earnings from Continuing Operations $2.22 $1.97 Earnings from Discontinued Operations $- $0.09 Total Basic $2.22 $2.06 Average Basic Shares Outstanding 110.2 107.9 (in millions)

Adjusted Diluted Earnings Per Share (Non-GAAP) For the Twelve Months Ended December 31, 2008 and 2007 Non-GAAP Earnings Per Share Reconciliation Twelve Months Ended December 31, 2008 2007 Diluted Earnings per share from continuing operations (GAAP) $2.12 $1.80  Adjustments: Executive litigation settlement -- (0.17) AEGIS insurance recovery -- (0.07) Gain on corporate aircraft sale -- (0.03) Ohio tax settlement (0.07) --  Adjusted diluted earnings per share from continuing operations $2.05 $1.53 (Non-GAAP)

2008 Financial Results For the Twelve Months Ended December 31, 2008 and 2007 2008 Earnings Drivers (a) Gross Margin Higher average retail and wholesale rates; and Net gains on emission allowance and coal sales offset by Lower retail and wholesale sales volumes; and Higher average purchased power rates. (b) O&M Lower legal costs; Decrease in deferred compensation costs; and Decrease in ESOP expense; offset by AEGIS insurance recovery in 2007; Gain on sale of aircraft in 2007; and Higher generation plant costs.  (c) Other Operating Expenses Higher general taxes due to higher assessed property values and increased property tax rates. (d) Interest Expense Lower capitalized interest; offset by Lower interest expense due to the redemption of long-term debt. (e) Income Taxes Ohio tax settlement that occurred in 2008; and Phase-out of the Ohio Franchise Tax. For the Twelve Months Ended December 31, 2008 and 2007 $ in millions 2008 2007 Gross Margin $ 981.2 $ 900.3 (a) Operating expenses Operation and maintenance 272.5 272.8 (b) Other operating expenses 273.2 257.4 (c) Total operating expenses 545.7 530.2 Operating income 435.5 370.1 Other income / (expense), net Investment income 3.6 11.3 Net gain on settlement of executive litigation - 31.0 Interest expense (90.7) (81.0) (d) Other income (deductions) (1.0) 2.9 Total other income / (expense), net (88.1) (35.8) Earnings before income tax 347.4 334.3 Income tax expense 102.9 122.5 (e) Earnings from continuing operations $ 244.5 $ 211.8

Liquidity, Cash Flow and Capital Outlook  February 27, 2009

As of December 31, 2008 Liquidity position remains strong. No funds drawn on the credit facility as of December 31, 2008. Credit facility matures November 2011. Liquidity and Cash Flow Total Liquidity ($ in millions) Cash and Cash Equivalents $62.5 Restricted Funds 14.5 Short-term Investments 5.0 Total 82.0 Available Revolving Credit Facility 220.0 Total Liquidity $302.0

2009 - 2011 Capital Outlook Construction Additions ($ in millions) Total 2009 to 2011 construction additions estimated to be $475 million. $0 $50 $100 $150 $200 $250 $300 $350 2007A 2008A 2009E 2010E 2011E

2009 Earnings Guidance Revised 2009 earnings from continuing operations revised to $2.00 to $2.30 per share. Change from previous guidance of $2.00 to $2.60 per share reflects terms of the ESP stipulation agreement which is pending PUCO approval.

EX-99.3

Exhibit 99.3

FOR IMMEDIATE RELEASE CONTACT: 937-224-5940

DPL Reaches Agreement on Electric Security Plan

DAYTON, Ohio, February 24, 2009 – DPL Inc (NYSE: DPL) announced today that its principal subsidiary, the Dayton Power and Light Co. (DP&L) has entered into a settlement agreement with the staff of the Public Utilities Commission of Ohio (PUCO), the Office of the Ohio Consumers’ Counsel, and other intervening parties on its electric security plan (ESP) filed in October, 2008, as required by Am. Sub. S.B. No.221.*

The stipulated agreement which establishes rates through 2012 must be approved by the PUCO.

“We believe this ESP agreement provides stability for both DP&L and its customers, limiting increases in rates over the next four years,” said Paul Barbas, DPL President and Chief Executive Officer. “Additionally, the ESP enables the Company to implement energy efficiency programs which will assist customers in managing and reducing their energy costs.”

Under the terms of the settlement, DP&L will freeze base distribution and generation rates through 2012, with limited exceptions including potential changes in regulatory and tax laws; storm damage costs; costs associated with any new climate change laws or regulations; and certain regional transmission organization related costs.

In addition, DP&L will implement a fuel recovery mechanism beginning in 2010 which will track and adjust fuel costs on a quarterly basis.

As the result of the ESP settlement, and previously approved environmental cost recovery, DP&L residential customers with an average use of 750 kWh per month, will experience an approximate 1.8% increase in 2009, 2.7% increase in 2010, a slight decrease in 2011, and less than a 1% increase in 2012, excluding any impact of the fuel cost recovery rider.

Additionally, in cumulative amounts, DP&L will contribute over the four-year plan period:

·$1.6 million to assist low income customers with their electric energy bills.

·$1.4 million to assist the City of Dayton in developing energy efficiency programs.

·$600,000 to the Ohio Hospital Association and $400,000 to the Ohio Manufacturers’ Association to assist their members in the DP&L service territory with energy efficiency education and management programs.

All contributions are non-recoverable from rate payers.

DP&L will also file an amended, advanced metering infrastructure and smart grid plan by September of this year. The plan will assist the company in meeting the demand and energy targets in the recently passed Ohio energy bill, strengthen reliability, assist in service restoration efforts, and provide the Company the ability to offer customers time of use rates.

Other settlement elements include:

·DP&L will file a new ESP or Market Rate Option by March 31, 2012 for period January 1, 2013.

·DP&L will implement an economic development rider on April 1, 2009 - initially set at zero - to recover any future economic development incentives consistent with PUCO rules.

·Mercantile (large users) customers can obtain exemption from energy efficiency rider if self-directed energy and demand programs generate reductions equal or greater than DP&L’s benchmarks.

·If DP&L intends to transfer ownership of generation it must file in a separate proceeding.

Signatory parties to the stipulation include:

The Staff of the Public Utilities Commission of Ohio

Office of the Ohio Consumers’ Counsel

Industrial Energy Users – Ohio

Ohio Partners for Affordable Energy

The Edgemont Neighborhood Coalition

The Ohio Environmental Council

Dominion Retail, Inc.

The Kroger Company

Ohio Manufacturers’ Association

The Ohio Hospital Association

City of Dayton

Sierra Club

Constellation NewEnergy, Inc.

Honda of America MFG. Inc.

* Ohio Amended Substitute Senate Bill No.221

About DPL

DPL Inc. (NYSE:DPL) is a regional electric energy and utility company.  DPL’s principal subsidiaries include The Dayton Power and Light Company (DP&L); DPL Energy, LLC (DPLE); and DPL Energy Resources, Inc. (DPLER).  DP&L, a regulated electric utility, provides service to over 513,000 retail customers in West Central Ohio; DPLE engages in the operation of merchant peaking generation facilities; and DPLER is a competitive retail electric supplier in Ohio, selling to major industrial and commercial customers. DPL, through its subsidiaries, owns and operates approximately 3,750 megawatts of generation capacity, of which 2,850 megawatts are low cost coal-fired units and 900 megawatts are natural gas and diesel peaking units.  Further information can be found at www.dplinc.com.

Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Matters discussed in this press release that relate to events or developments that are expected to occur in the future, including management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters constitute forward-looking statements.  Forward-looking statements are based on management’s beliefs, assumptions and expectations of future economic performance, taking into account the information currently available to management.  These statements are not statements of historical fact and are typically identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” and similar expressions.  Such forward-looking statements are subject to risks and uncertainties, and investors are cautioned that outcomes and results may vary materially from those projected due to various factors beyond our control, including but not limited to: abnormal or severe weather and catastrophic weather-related damage; unusual maintenance or repair requirements; changes in fuel costs and purchased power, coal, environmental emissions, natural gas, oil, and other commodity prices; volatility and changes in markets for electricity and other energy-related commodities; performance of our suppliers and other counterparties; increased competition and deregulation in the

electric utility industry; increased competition in the retail generation market; changes in interest rates; state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, emission levels and regulations, rate structures or tax laws; changes in federal and/or state environmental laws and regulations to which DPL and its subsidiaries are subject; the development of Regional Transmission Organizations (RTOs), including PJM Interconnection, L.L.C. (PJM) to which DPL’s operating subsidiary (DP&L) has given control of its transmission functions; changes in our purchasing processes, pricing, delays, employee, contractor, and supplier performance and availability; significant delays associated with large construction projects; growth in our service territory and changes in demand and demographic patterns; changes in accounting rules and the effect of accounting pronouncements issued periodically by accounting standard-setting bodies; financial market conditions; the outcomes of litigation and regulatory investigations, proceedings or inquiries; general economic conditions; and the risks and other factors discussed in DPL’s and DP&L’s filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date of the document in which they are made.  We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based.

Inquiries concerning this report should be directed to:

Media Contact

Telephone (937) 224-5940

The information contained herein is submitted for general information

and not in connection with any sale or offer for sale of,

or solicitation of any offer to buy, any securities.