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 11, 2010

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 11, 2010, DPL Inc. (the “Company”) issued a press release announcing its earnings for fiscal year 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 12, 2010, at 9:00 A.M. Eastern Time, the Company is scheduled to hold a webcast conference call to review 2009 year-end financial results, discuss recent Company events and review its earnings guidance and other projections for 2010. A copy of the presentation slides to be used during the webcast conference call on February 12, 2010, is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

99.1Press Release of DPL Inc., dated February 11, 2010.

99.2Presentation slides to be used during webcast conference call on February 12, 2010.

2

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 11, 2010
	/s/ Douglas Taylor
	Name:	Douglas C. Taylor
	Title:	Senior Vice President, General
		Counsel and Corporate Development

3

EXHIBIT INDEX

Exhibit No.	Description	Paper (P) or Electronic (E)
99.1	Press Release of DPL Inc., dated February 11, 2010.	E
99.2	Presentation slides to be used during webcast conference call on February 12, 2010.	E

4

EX-99.1

Exhibit 99.1

Investor Relations ContactCraig Jackson, Assistant Treasurerphone (937) 259-7033 News Media Contactphone (937) 224-5940e-mail communications@dplinc.com

DPL Reports 2009 Full-Year Earnings;

Affirms 2010 Earnings Guidance

DAYTON, Ohio — February 11, 2010 — DPL Inc. (NYSE: DPL) today reported 2009 year-end earnings of $2.01 per share, compared to $2.12 per share for 2008.  Earnings per share information reported in this press release is based on diluted shares outstanding unless otherwise noted.  Total diluted shares outstanding were 114.2 million for 2009 and 115.4 million for 2008.

The key drivers behind lower 2009 earnings compared to 2008 were:

·A 9% decrease in retail sales due to adverse economic and milder weather conditions;

·Decreases in wholesale power prices;

·Lower gains recognized from the sale of coal and emission allowances;

·Higher fuel costs due primarily to improved plant performance and an increase in the average cost of fuel;

·Higher pension and employee benefit related costs;

·Costs associated with the early retirement of $52 million of 8.125% long-term debt; and

·An Ohio Franchise Tax settlement recorded during 2008;

partially offset by

·Higher retail rates due to the recovery of environmental, transmission and capacity, and energy efficiency customer programs costs;

·Higher wholesale sales volume and reduced purchased power volume due to improved plant performance and lower retail sales; and

·Decreases in purchased power prices.

“Our employees demonstrated their resilience through challenging economic times to turn in a very solid year,” said Paul Barbas, DPL President and CEO.  “First, we managed the basics of the business.  We controlled operational costs, exceeded distribution reliability targets, and increased generation output.  Second, we reached a settlement on our electric security plan, which provides regulatory certainty through the end of 2012.  Third, we strengthened our balance sheet, reducing debt by $227 million, and were

upgraded by all three rating agencies to a solid investment grade credit rating.  And lastly, we increased the quarterly dividend by approximately 6%.”

“Taken as a whole, I am very proud of our employees’ performance in 2009,” Barbas continued.  “Our accomplishments, as well as the steps taken in previous years, have produced a fundamentally healthy company well-positioned for the future.”

2009 Financial Results

Revenues decreased $12.7 million to $1,588.9 million for 2009 compared to $1,601.6 million for 2008.  This decrease was primarily the result of lower retail sales volume and lower average wholesale market prices, partially offset by higher average retail rates, increased wholesale sales volume, and a net increase in RTO related revenues.

Retail revenues increased $5.7 million resulting primarily from the continued recovery of environmental costs and the implementation of the transmission cost recovery, RPM, and Energy Efficiency riders, partially offset by a 9% decrease in retail sales volume driven largely by the effects of milder weather and the challenging economy. Heating and cooling degree days decreased 4% and 14%, respectively, from 2008 levels.

Wholesale revenues decreased $27.4 million, primarily as a result of a 42% decrease in average wholesale market prices, partially offset by a 40% increase in wholesale sales volume.

RTO capacity and other revenues increased $9.0 million primarily due to an increase in PJM capacity revenue of $29.4 million that was largely offset by a decrease in PJM transmission and congestion revenues of $21.0 million.

	Twelve Months Ended December 31,
$ in millions	2009		2008		Variance
Retail	$	1,229.0	$	1,223.3	$	5.7
Wholesale	122.5		149.9		(27.4		)
RTO Revenues	89.4		110.4		(21.0		)
RTO Capacity	136.3		106.9		29.4
Other Revenues	11.7		11.1		0.6
Total Revenues	$	1,588.9	$	1,601.6	$	(12.7	)

Fuel Costs, which include coal (net of gains on sales), gas, oil, and emission allowances (net of gains on sales), increased $87.4 million in 2009 compared to 2008, primarily due to a $27.1 million decrease in gains realized from coal sales, a $29.8 million decrease in gains realized from emission allowance sales, and a 7% increase in generation output.

	Twelve Months Ended December 31,
$ in millions	2009			2008			Variance
Coal	$	325.9		$	246.8		$	79.1
Natural Gas	8.4			16.0			(7.6		)
Oil	1.1			15.0			(13.9		)
Emission Allowances	(5.0		)	(34.8		)	29.8
Total Fuel Costs	$	330.4		$	243.0		$	87.4

Purchased Power costs decreased $117.2 million in 2009 compared to 2008.  The decrease in purchased power costs was due primarily to a 49% decrease in purchased power volume, a 39% decrease in average market prices, and a $23.5 million net deferral of RTO-related costs at year-end 2009, of which $9.8 million relates to 2008.

	Twelve Months Ended December 31,
$ in millions	2009			2008		Variance
Purchased Power	$	46.9		$	148.7	$	(101.8	)
RTO Charges	105.0			127.8		(22.8		)
RTO Capacity	131.8			100.9		30.9
(Deferral) of RTO Related Charges, net	(23.5		)	0.0		(23.5		)
Total Purchased Power	$	260.2		$	377.4	$	(117.2	)

Gross margin increased $17.1 million, or 2%, to $998.3 million in 2009 compared to $981.2 million in 2008.

Operation and maintenance expense increased $24.0 million, or 8%, in 2009 compared to 2008.  $12 million of this increase was the result of customer program costs and low- income assistance costs, both of which are funded through rate riders. The balance of this increase was primarily the result of higher employee benefit and incentive expenses of $6.5 million and a $6.2 million increase in pension expenses.

Depreciation and amortization costs increased $7.8 million, or 6%, in 2009 compared to 2008 primarily as a result of higher asset balances due largely to the completion of the FGD projects in 2008.

General Taxes decreased $7.4 million, or 6%, in 2009 compared to 2008 primarily due to lower property tax accruals and lower kWh excise taxes resulting from lower retail sales volume.

Investment income decreased $4.2 million, or 117%, in 2009 compared to 2008 primarily as a result of lower cash and short-term investment balances and lower market yields in 2009.

Interest expense decreased $7.7 million, or 8%, in 2009 compared to 2008.  This decrease was primarily the result of interest savings related to the redemptions of DPL’s $175 million 8% Senior Notes in March 2009 and DPL’s $100 million 6.25% Senior Notes in May 2008, partially offset by lower capitalized interest costs and the 7% premium paid on the early partial redemption of DPL’s Note to DPL Capital Trust II.  In December 2009, DPL redeemed $52.4 million of this $195 million 8.125% Note due 2031.

Income Taxes for 2009 increased $9.6 million, or 9%, compared to 2008, primarily due to adjustments related to 2008 taxes and the settlement of the Ohio Franchise Tax issue in 2008, partially offset by a decrease in pre-tax book earnings and the phase-out of the Ohio Franchise Tax.

Liquidity and Cash Flow

DPL’s cash and cash equivalents totaled $74.9 million at December 31, 2009, compared to $62.5 million at December 31, 2008, an increase of $12.4 million.  The increase in cash and cash equivalents was primarily attributed to $526.1 million of cash generated from operating activities, net withdrawals of $14.5 million from restricted funds drawn to fund pollution control capital expenditures and $5.0 million of cash from the sale of a short-term investment, partially offset by cash paid to retire $227.4 million of long-term debt, $172.3 million of capital expenditures, and $128.8 million of dividends paid on common stock.  In addition, DPL repurchased approximately 2.4 million DPL common shares for $64.4 million and repurchased 8.6 million warrants for $25.2 million.  DPL’s cash inflows during the period also include $77.7 million received from the cash exercise of 3.7 million warrants and $9.0 million from option holders who exercised stock options. At December 31, 2009, DPL had used all the restricted funds held in trust on pollution control capital expenditures.

Construction additions were $145 million in 2009 compared to $228 million in 2008 and are expected to approximate $210 million in 2010.

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.  For the period 2010 through 2012, DPL is projecting to spend an estimated $590 million on capital projects. This does not include projected capital costs associated with the AMI/Smart Grid plan which was filed with the Public Utilities Commission of Ohio on August 4, 2009.

2010 Earnings Guidance

DPL has affirmed its 2010 earnings guidance of $2.35 to $2.60 per share.  The Company will discuss its 2010 earnings guidance and other 2010 projections during its 2009 year-end conference call and webcast.

Conference Call and Webcast

At 9:00 a.m. Eastern Time on Friday, February 12, 2010, DPL will host a conference call and webcast to review 2009 year-end financial results, discuss recent company events, and review its 2010 earnings guidance and other projections.  The conference call will be available in listen-only mode for investors, media and the public by dialing 888-679-8038 for domestic participants or 617-213-4850 for international callers.  The access code is 33607496.  Please dial into the call at least 15 minutes prior to the start of the call to register.

The webcast can be accessed real-time at www.dplinc.com.  Interested parties are encouraged to visit the web-site at least 15 minutes prior to the start of the webcast to register.  The webcast will be available for replay on the DPL web- site in the investor relations section following the conference call.

About DPL

DPL Inc. (NYSE:DPL) is a regional energy company.  DPL was named one of Forbes’ “100 Most Trustworthy Companies” in 2009.

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 500,000 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 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, including impacts the current financial crisis may have on our business and financial condition; 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.

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.

###

DPL Inc.

CONSOLIDATED STATEMENTS OF RESULTS OF OPERATIONS

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
$ in millions except per share amounts	2009			2008			2009			2008
	(unaudited)						(unaudited)
Revenues	$	405.4		$	392.2		$	1,588.9		$	1,601.6
Cost of revenues:
Fuel	88.7			50.5			330.4			243.0
Purchased power	72.2			88.5			260.2			377.4
Total cost of revenues	160.9			139.0			590.6			620.4
Gross margin	244.5			253.2			998.3			981.2
Operating expenses:
Operation and maintenance	75.7			74.5			306.5			282.5
Depreciation and amortization	37.7			35.2			145.5			137.7
General taxes	28.3			32.5			118.1			125.5
Total operating expenses	141.7			142.2			570.1			545.7
Operating income	102.8			111.0			428.2			435.5
Other income / (expense), net
Investment income (loss)	(1.3		)	0.5			(0.6		)	3.6
Interest expense	(22.3		)	(22.8		)	(83.0		)	(90.7		)
Other income (deductions)	(1.0		)	(0.1		)	(3.0		)	(1.0		)
Total other income / (expense), net	(24.6		)	(22.4		)	(86.6		)	(88.1		)
Earnings before income tax	78.2			88.6			341.6			347.4
Income tax expense	28.3			17.0			112.5			102.9
Net Income	$	49.9		$	71.6		$	229.1		$	244.5
Average number of common shares outstanding (millions):
Basic	115.0			112.0			112.9			110.2
Diluted	116.3			112.8			114.2			115.4
Earnings per share of common stock:
Basic	$	0.43		$	0.64		$	2.03		$	2.22
Diluted	$	0.43		$	0.63		$	2.01		$	2.12
Dividends paid per share of common stock	$	0.285		$	0.275		$	1.140		$	1.100

DPL Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Twelve Months Ended
	December 31,
$ in millions	2009			2008
	(unaudited)
Cash flows from operating activities:
Net income	$	229.1		$	244.5
Adjustments to reconcile net income to net cash providedby operating activities:
Depreciation and amortization	145.5			137.7
Deferred income taxes	201.6			43.1
Changes in certain assets and liabilities	(65.3		)	(35.7		)
Other	15.2			(26.4		)
Net cash provided by operating activities	526.1			363.2
Cash flows from investing activities:
Capital expenditures	(172.3		)	(243.6		)
Proceeds from sale of property	1.2			—
Purchase of short-term investment	—			(4.9		)
Sale of short-term investment	5.0			—
Net cash used for investing activities	(166.1		)	(248.5		)
Cash flows from financing activities:
Dividends paid on common stock	(128.8		)	(120.5		)
Repurchase of DPL common stock	(64.4		)	—
Repurchase of warrants	(25.2		)	—
Proceeds from exercise of warrants	77.7			—
Retirement of long-term debt	(175.0		)	(100.0		)
Early redemption of Capital Trust II notes	(52.4		)	—
Premium paid for early redemption of debt	(3.7		)	—
Issuance of pollution control bonds, net	—			98.4
Retirement of pollution control bonds	—			(90.0		)
Pollution control bond proceeds held in trust	—			(10.0		)
Withdrawal of restricted funds held in trust, net	14.5			32.5
Withdrawals from revolving credit facilities	260.0			115.0
Repayment of borrowings from revolving credit facilities	(260.0		)	(115.0		)
Exercise of stock options	9.0			2.2
Tax impact related to exercise of stock options	0.7			0.3
Net cash used for financing activities	(347.6		)	(187.1		)
Cash and cash equivalents:
Net change	12.4			(72.4		)
Balance at beginning of period	62.5			134.9
Cash and cash equivalents at end of period	$	74.9		$	62.5
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	84.3		$	86.8
Income taxes (refunded) / paid, net	$	(94.6	)	$	127.3
Non-cash financing and investing activities:
Accruals for capital expenditures	$	20.8		$	34.1

DPL Inc.

CONSOLIDATED BALANCE SHEETS

	At			At
	December 31,			December 31,
$ in millions	2009			2008
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	74.9		$	62.5
Restricted funds held in trust	—			14.5
Accounts receivable, less provision for uncollectible accounts of $1.1 and $1.1, respectively	212.8			259.9
Inventories, at average cost	125.7			105.1
Taxes applicable to subsequent years	59.5			58.0
Other prepayments and current assets	24.1			26.7
Total current assets	497.0			526.7
Property, plant and equipment:
Property, plant and equipment	5,269.2			5,073.4
Less: Accumulated depreciation and amortization	(2,466.0		)	(2,350.6		)
	2,803.2			2,722.8
Construction work in process	89.0			153.6
Total net property	2,892.2			2,876.4
Other noncurrent assets:
Regulatory assets:
Deferred recoverable income taxes	36.8			43.1
Other regulatory assets	177.4			152.5
Total regulatory assets	214.2			195.6
Other deferred assets	38.3			38.3
Total other noncurrent assets	252.5			233.9
Total Assets	$	3,641.7		$	3,637.0
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion - long-term debt	$	100.6		$	175.7
Accounts payable	77.2			178.3
Accrued taxes	70.2			72.9
Accrued interest	23.5			25.0
Customer security deposits	19.4			19.8
Other current liabilities	24.0			14.7
Total current liabilities	314.9			486.4
Noncurrent liabilities:
Long-term debt	1,223.5			1,376.1
Deferred taxes	569.1			374.1
Regulatory liabilities	125.4			121.9
Pension, retiree and other benefits	111.7			94.7
Unamortized investment tax credit	35.2			38.0
Insurance and claims costs	16.2			17.6
Other deferred credits	122.9			108.2
Total noncurrent liabilities	2,204.0			2,130.6
Redeemable preferred stock of subsidiary	22.9			22.9
Common shareholders’ equity:
Common stock, at par value of $0.01 per share	1.2			1.2
Warrants	2.9			31.0
Common stock held by employee plans	(19.3		)	(27.6		)
Accumulated other comprehensive loss	(29.0		)	(23.1		)
Retained earnings	1,144.1			1,015.6
Total common shareholders’ equity	1,099.9			997.1
Total Liabilities and Shareholders’ Equity	$	3,641.7		$	3,637.0

DPL Inc.

OPERATING STATISTICS

(unaudited)

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2009		2008		2009		2008
Electric Sales (millions of kWh):
Residential	1,258		1,389		5,120		5,533
Commercial	879		958		3,678		3,959
Industrial	831		924		3,353		3,986
Other retail	337		358		1,386		1,454
Total retail	3,305		3,629		13,537		14,932
Wholesale	1,091		478		3,130		2,240
Total electric sales	4,396		4,107		16,667		17,172
Operating Revenues ($ in thousands):
Residential	$	140,695	$	135,212	$	560,223	$	544,561
Commercial	83,675		82,937		332,808		332,010
Industrial	56,364		57,795		228,458		240,041
Other retail	24,491		24,619		98,781		97,592
Other miscellaneous revenues	2,518		1,849		8,766		9,042
Total retail	307,743		302,412		1,229,036		1,223,246
Wholesale	40,985		25,129		122,519		149,874
RTO revenues	54,099		62,234		225,677		217,357
Other revenues	2,571		2,371		11,689		11,080
Total operating revenues	$	405,398	$	392,146	$	1,588,921	$	1,601,557
Other Statistics:
Average price per kWh - retail (cents)	9.24		8.28		9.01		8.13
Fuel cost per net kWh generated (cents)	2.31		2.41		2.39		2.28
Fuel cost per net kWh generated (cents)-includes allowance / coal sales and derivative gains	2.00		1.32		1.99		1.56
Electric customers at end of period	514,635		515,274		514,635		515,274
Average kWh use per residential customer	2,760		3,045		11,224		12,117
Peak demand - maximum one-hour use (mw)	2,434		2,535		2,909		3,027
Total generation (millions of kWh)	4,431		3,841		16,643		15,595
Degree Days
Heating	2,040		2,148		5,561		5,811
Cooling	3		14		734		853

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.

EX-99.2

Exhibit 99.2

2009 Year-End Earnings Review Paul M. Barbas President and Chief Executive Officer Frederick J. Boyle Senior Vice President, Chief Financial Officer, and Treasurer

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, including impacts the current financial crisis may have on our business and financial condition; 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. 2009 Year-End Earnings Review 1

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). Total liquidity and free cash flow are non-GAAP financial measures referenced in this presentation. DPL measures total liquidity as its cash and cash equivalents plus available capacity under existing short-term credit facilities. Total liquidity provides useful information about the company’s ability to meet its current obligations and commitments. DPL defines free cash flow as net cash provided by operating activities less dividends paid on common stock and capital expenditures. Free cash flow provides useful information about cash generated by the company’s operations after dividends and capital expenditures. However, free cash flow should not be considered as an alternative to net income, income from continuing operations, net cash provided by operating activities or the change in cash for a particular period. In addition, free cash flow does not represent residual cash flow for discretionary expenditures, as DPL has non-discretionary expenditures, such as mandatory debt service requirements, that are not accounted for in the free cash flow measure. These non-GAAP financial measures are used by management in evaluating the company’s ongoing operating performance. However, non-GAAP financial measures are not substitutes for financial measures determined in accordance with GAAP, and may not be comparable to financial measures reported by other companies. This presentation includes a reconciliation of the non-GAAP financial measure of total liquidity to the comparable GAAP financial measure of cash and cash equivalents and a reconciliation of the non-GAAP financial measure of free cash flow to the comparable GAAP financial measure of net cash provided by operating activities. 2009 Year-End Earnings Review 2

2009 Earnings 2009 Actual diluted earnings per share $2.01 Items impacting 4th Quarter 2009 earnings ($ per share): Unplanned outages ($0.03) $52 million debt reacquisition ($0.03) Prior year tax adjustment ($0.01) Weather ($0.01) 2009 Year-End Earnings Review 3

2009 Accomplishments Regulatory Major regulatory filings have been completed and provide rate certainty. 2009 Year-End Earnings Review 4 PUCO Regulatory Filing Approval Transmission Cost Recovery Rider Electric Security Plan (ESP) RPM Rider AMI / Smart Grid Pending

2009 Accomplishments Strengthened Financial Profile Reduced outstanding warrants from 19.6 million to 1.8 million. Reduced long-term debt by $227 million and on-going annual interest expense by $18 million. Received ratings upgrades from all three major Rating Agencies in 2009. 2009 Year-End Earnings Review 5 (1) Senior unsecured debt ratings. (2) Senior secured debt ratings. 2009 Warrant Transactions # millions Repurchases (8.6) Cashless exercises (5.5) Full exercises (3.7) 2009 Long-term Debt Transactions $ millions Redeemed 8% long-term debt $175M Repurchased 8.125% long-term debt $52M Rating Agency DPL (1) DP&L (2) Moody's Baa1 Aa3 Standard & Poor's BBB+ A Fitch A- AA-

2009 Accomplishments Dividend Increase 6% quarterly dividend increase announced in December 2009. Current annualized dividend of $1.21 per share. Dividend has increased $0.25 per share from 2005 to 2010. CAGR(1) = 4.7% Dividend $0.96 $1.00 $1.04 $1.10 $1.14 $1.21 (1) CAGR = Compound average growth rate. 2009 Year-End Earnings Review 6

 Generation Output (gWhs) (2009 vs. 2008) 16,643 15,595 Plant performance at DPL operated stations improved significantly over 2008. However, 4th quarter 2009 unplanned outages at DPL and partner-operated stations impacted 2009 gross margin by approximately -$6 million or -$0.03 per share. 2009 Accomplishments Plant Performance 2009 Year-End Earnings Review 7 (1) Other Generation was 171 gWhs in 2009 and 464 gWhs in 2008.

Began construction on 1.1 MW solar array near Yankee substation. Expected to be the largest solar power facility in southwestern Ohio. $5 million capital cost. 9,000 solar panels over 7 acres of land. Facility scheduled to be on-line by March 2010. Supports the company’s effort to be in compliance with Ohio’s renewable energy requirements. Additional opportunities being considered to meet renewable requirements: Expanding the current solar facility. Solar arrays at other locations. Co-firing opportunities. 2009 Accomplishments Investment in Renewable Generation 8 2009 Year-End Earnings Review

2009 Financial Results

2009 Earnings 2009 Actual diluted earnings per share $2.01 Items impacting 4th Quarter 2009 earnings ($ per share): Unplanned outages ($0.03) $52 million debt reacquisition ($0.03) Prior year tax adjustment ($0.01) Weather ($0.01) 2009 Year-End Earnings Review 10

2009 Earnings Drivers Gross Margin increased by approximately $17 million due to: Higher retail rates Higher wholesale sales volume Reduced purchased power volume Decrease in purchased power prices Deferral of RTO related costs Partially offset by: 9% decrease in retail sales volume Decrease in wholesale power prices Lower coal and emission allowance sale gains Higher fuel consumption and prices 2009 Year-End Earnings Review 11 Improved plant performance and lower retail sales. Improved plant performance and higher average fuel costs. Mild weather and economic conditions. Environmental, transmission and capacity, and energy efficiency cost recovery.

2009 Earnings Drivers (continued) 2009 Retail sales volume variances Total Retail Sales: 9.3% below 2008 due to milder weather and economic conditions Weather Adjusted Sales: 7.7% below 2008 Weather impacted 2009 earnings by approximately -$12 million or -$0.07 per share Total Retail gWhs (2009 vs. 2008) Weather Adjusted Retail gWhs (2009 vs. 2008) 2009 Year-End Earnings Review 12 Res. Com. Ind. Other Total Res. Com. Ind. Other Total

2009 Earnings Drivers (continued) Other income statement items: 8% increase in O&M costs Higher depreciation costs of $8 million Lower general taxes of $7 million Lower interest expense of $8 million Higher income taxes 2009 Year-End Earnings Review 13 $12 million, or 4%, of increase offset by retail rate riders. Lower property tax accruals and kWh excise tax. Debt retirements Favorable adjustment in 2008 related to Ohio Franchise Tax settlement. FGDs in service

Liquidity and Capital Outlook

As of December 31, 2009 No borrowings outstanding on the combined revolvers at the end of 2009. Free cash flow positive Cash and Cash Equivalents $ 75 Available Credit from $220M Revolver $ 220 Available Credit from $100M Revolver 100 Total Liquidity as of December 31, 2009 $ 395 Net Cash Provided by Operating Activities (2) $ 526 Dividends paid on common stock (2) (129) Capital Expenditures (2) (172) 2009 Free Cash Flow $ 225 Total Liquidity and Free Cash Flow 2009 Year-End Earnings Review 15 (1) Total liquidity and free cash flow are non-GAAP financial measures. Please see slide 2 for important information about these non-GAAP financial measures. The most directly comparable GAAP financial measures for total liquidity and free cash flow are, respectively, cash and cash equivalents and net cash provided by operating activities, as noted and reconciled in the table above. (2) Please see Appendix for DPL’s full 2009 Statement of Cash Flows.

2010 - 2012 Capital Outlook Capital Expenditures ($ in millions) 2010 – 2012 estimated construction additions Base: $590 million Proposed AMI/Smart Grid: $270 million (Filed with PUCO Aug. 2009) Total $860 million 16 2009 Year-End Earnings Review $0 $50 $100 $150 $200 $250 $300 $350 2008A 2009A 2010E 2011E 2012E Base Proposed AMI/Smart Grid

2010 Earnings Guidance

2010 earnings guidance of $2.35 to $2.60 per share. 2010 Earnings Guidance Reaffirmed Economic Impact Retail sales are flat compared to 2009 weather adjusted sales Wholesale sales: 2,600 – 3,000 gWh AEP - Dayton Hub on-peak power pricing: $47/mWh 4% - 5% increase in O&M expense, excluding costs with revenue offsets. Continued recovery of environmental costs of $35M Implementation of fuel clause Projected generation output of 16,000 – 16,500 gWh Purchased power volume of 1,200 – 1,600 gWh Cost Control Plant Performance and Purchased Power Regulatory and Other 18 2009 Year-End Earnings Review

Appendix

As of December 31, 2009 Consolidated Statements of Cash Flows 2009 Year-End Earnings Review 20 Twelve Months Ended December 31, $ in millions 2009 2008 Cash flows from operating activities: Net income 229.1 $ 244.5 $ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 145.5 137.7 Deferred income taxes 201.6 43.1 Changes in certain assets and liabilities (65.3) (35.7) Other 15.2 (26.4) Net cash provided by operating activities 526.1 363.2 Cash flows from investing activities: Capital expenditures (172.3) (243.6) Proceeds from sale of property 1.2 - Purchase of short-term investment - (4.9) Sale of short-term investment 5.0 - Net cash used for investing activities (166.1) (248.5) Cash flows from financing activities: Dividends paid on common stock (128.8) (120.5) Repurchase of DPL common stock (64.4) - Repurchase of warrants (25.2) - Proceeds from exercise of warrants 77.7 - Retirement of long-term debt (175.0) (100.0) Early redemption of Capital Trust II notes (52.4) - Premium paid for early redemption of debt (3.7) - Issuance of pollution control bonds, net - 98.4 Retirement of pollution control bonds - (90.0) Pollution control bond proceeds held in trust - (10.0) Withdrawal of restricted funds held in trust, net 14.5 32.5 Withdrawals from revolving credit facilities 260.0 115.0 Repayment of borrowings from revolving credit facilities (260.0) (115.0) Exercise of stock options 9.0 2.2 Tax impact related to exercise of stock options 0.7 0.3 Net cash used for financing activities (347.6) (187.1) Cash and cash equivalents: Net change 12.4 (72.4) Balance at beginning of period 62.5 134.9 Cash and cash equivalents at end of period 74.9 $ 62.5 $ Supplemental cash flow information: Interest paid, net of amounts capitalized 84.3 $ 86.8 $ Income taxes (refunded) / paid, net (94.6) $ 127.3 $ Non-cash financing and investing activities: Accruals for capital expenditures 20.8 $ 34.1 $ (unaudited)