UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31~~June 30, ~~2013~~ 2016

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.
CommissionFile Number	Registrant, State of Incorporation,Address and Telephone Number	I.R.S. Employer Identification No.
1-9052	DPL INC.	31-1163136
	(An Ohio Corporation)
	1065 Woodman Drive Dayton, Ohio 45432
	1065 Woodman DriveDayton, Ohio 45432
	937-224-6000
	937-259-7215
1-2385	THE DAYTON POWER AND LIGHT COMPANY	31-0258470
	(An Ohio Corporation)
	1065 Woodman Drive Dayton, Ohio 45432
	1065 Woodman DriveDayton, Ohio 45432
	937-224-6000
	937-259-7215

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



DPL Inc.	Yes o	No x
The Dayton Power and Light Company	Yes o	No x

~~Registrants~~Each ~~are~~of DPL Inc. and The Dayton Power and Light Company is a voluntary ~~filers~~filer that ~~have~~has filed all applicable reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.

Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



DPL Inc.	Yes x	No o
The Dayton Power and Light Company	Yes x	No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~Large~~Largeacceleratedfiler Acceleratedfiler Non-acceleratedfiler ~~Smaller~~Smallerreportingcompany ~~accelerated Accelerated accelerated reporting filer filer filer company~~ DPL Inc. o o x o The Dayton Power and Light Company o o x o

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



DPL Inc.	Yes o	No x
The Dayton Power and Light Company	Yes o	No x

All of the outstanding common stock of DPL Inc. is indirectly owned by The AES Corporation. All of the common stock of The Dayton Power and Light Company is owned by DPL Inc.

As of ~~March 31~~August 4, ~~2013~~2016, each registrant had the following shares of common stock outstanding:



Registrant	Description	Shares Outstanding

DPL Inc.	Common Stock, no par value	1

The Dayton Power and Light Company	Common Stock, $0.01 par value	41,172,173

Documents incorporated by reference: None

This combined Form 10-Q is separately filed by DPL Inc. and The Dayton Power and Light Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to a registrant other than itself.

DPL Inc. and The Dayton Power and Light Company

Index to Quarterly Report on Form 10-Q

Quarter Ended March 31, 2013

Glossary of Terms		5
Part I Financial Information
Item 1	Financial Statements – DPL Inc. and The Dayton Power and Light Company (Unaudited)
	DPL Inc.
	Condensed Consolidated Statements of Operations	12
	Condensed Consolidated Statements of Comprehensive Income (Loss)	13
	Condensed Consolidated Statements of Cash Flows	14
	Condensed Consolidated Balance Sheets	16
	Notes to Condensed Consolidated Financial Statements	18
	The Dayton Power and Light Company
	Condensed Statements of Results of Operations	50
	Condensed Statements of Comprehensive Income (Loss)	51
	Condensed Statements of Cash Flows	52
	Condensed Balance Sheets	54
	Notes to Condensed Financial Statements	56
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	83
	Electric Sales and Revenues	109
Item 3	Quantitative and Qualitative Disclosures about Market Risk	109
Item 4	Controls and Procedures	109

DPL Inc. and The Dayton Power and Light Company

~~Index~~Table toof ~~Quarterly Report on Form 10-Q (cont.)~~ Contents

Part II Other Information
Item 1	Legal Proceedings	110
Item 1A	Risk Factors	110
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	111
Item 3	Defaults Upon Senior Securities	111
Item 4	Mine Safety Disclosures	111
Item 5	Other Information	111
Item 6	Exhibits	112
Other
Signatures		114

Quarterly Report on Form 10-Q

Quarter Ended June 30, 2016



		Page No.

Glossary of Terms		5
Forward-Looking Statements		7

Part I Financial Information

Item 1	Financial Statements – DPL Inc. and The Dayton Power and Light Company (Unaudited)

	DPL Inc.

	Condensed Consolidated Statements of Operations	10

	Condensed Consolidated Statements of Comprehensive Income / (Loss)	11

	Condensed Consolidated Balance Sheets	12

	Condensed Consolidated Statements of Cash Flows	13

	Notes to Condensed Consolidated Financial Statements	14

	The Dayton Power and Light Company

	Condensed Statements of Operations	39

	Condensed Statements of Comprehensive Income / (Loss)	40

	Condensed Balance Sheets	41

	Condensed Statements of Cash Flows	42

	Notes to Condensed Financial Statements	43

Item 2	Management’s Discussion and Analysis of Financial Condition and Operations	62

	Electric Sales and Customers	87

Item 3	Quantitative and Qualitative Disclosures about Market Risk	87

Item 4	Controls and Procedures	87

~~GLOSSARY~~DPL OFInc. ~~TERMS~~ and The Dayton Power and Light Company

~~The~~Table ~~following~~of ~~select~~Contents ~~abbreviations or acronyms are used in this Form 10-Q:~~ (cont.)

Abbreviation or Acronym	Definition
AES	The AES Corporation, a global power company, the ultimate parent company of DPL
AMI	Advanced Metering Infrastructure
AOCI	Accumulated Other Comprehensive Income
ARO	Asset Retirement Obligation
ASU	Accounting Standards Update
CFTC	Commodity Futures Trading Commission
CAA	Clean Air Act
CAIR	Clean Air Interstate Rule
CO2	Carbon Dioxide
CCEM	Customer Conservation and Energy Management
ComEd	Commonwealth Edison Company, a unit of Chicago-based Exelon Corporation
CRES	Competitive Retail Electric Service
CSAPR	Cross-State Air Pollution Rule
DPL	DPL Inc.
DPLE	DPL Energy, LLC, a wholly owned subsidiary of DPL that owns and operates peaking generation facilities from which it makes wholesale sales
DPLER	DPL Energy Resources, Inc., a wholly owned subsidiary of DPL which sells competitive electric energy and other energy services
DP&L	The Dayton Power and Light Company, the principal subsidiary of DPL and a public utility which sells electricity to residential, commercial, industrial and governmental customers in a 6,000 square mile area of West Central Ohio
Duke Energy	Duke Energy Ohio, Inc., formerly The Cincinnati Gas & Electric Company (CG&E)
EBITDA	Earnings before interest, taxes, depreciation and amortization
EGU	Electric generating unit
ESP	Electric Security Plans filed with the PUCO, pursuant to Ohio law
2009 ESP Stipulation	A Stipulation and Recommendation filed by DP&L with the PUCO on February 24, 2009 regarding DP&L’s ESP filing pursuant to SB 221. The Stipulation was signed by the Staff of the PUCO, the Office of the Ohio Consumers’ Counsel and various intervening parties. The PUCO approved the Stipulation on June 24, 2009.
FASB	Financial Accounting Standards Board
FASC	FASB Accounting Standards Codification
FERC	Federal Energy Regulatory Commission
FGD	Flue Gas Desulfurization
Form 10-K	DPL’s and DP&L’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which was filed on February 26, 2013

Quarterly Report on Form 10-Q

Quarter Ended June 30, 2016



		Page No.
Part II Other Information

Item 1	Legal Proceedings	88

Item 1A	Risk Factors	88

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	88

Item 3	Defaults Upon Senior Securities	89

Item 4	Mine Safety Disclosures	89

Item 5	Other Information	89

Item 6	Exhibits	90

Other

	Signatures	91

GLOSSARY OF TERMS (cont.)
Abbreviation or Acronym	Definition
FTRs	Financial Transmission Rights
GAAP	Generally Accepted Accounting Principles in the United States of America
GHG	Greenhouse Gas
IFRS	International Financial Reporting Standards
kWh	Kilowatt hours
Master Trust	DP&L established a Master Trust to hold assets that could be used for the benefit of employees participating in employee benefit plans.
MATS	Mercury and Air Toxics Standards
MC Squared	MC Squared Energy Services, LLC, a retail electricity supplier wholly owned by DPLER
Merger	The merger of DPL and Dolphin Sub, Inc., a wholly owned subsidiary of AES, in accordance with the terms of the Merger agreement. At the Merger date, Dolphin Sub, Inc. was merged into DPL, leaving DPL as the surviving company. As a result of the Merger, DPL became a wholly owned subsidiary of AES.
Merger agreement	The Agreement and Plan of Merger dated April 19, 2011 among DPL, AES, and Dolphin Sub, Inc., a wholly owned subsidiary of AES, whereby AES agreed to acquire DPL for $30 per share in a cash transaction valued at approximately $3.5 billion plus the assumption of $1.2 billion of existing debt. Upon closing, DPL became a wholly owned subsidiary of AES.
Merger date	November 28, 2011, the date of the closing of the Merger
MRO	Market Rate Option, a plan available to be filed with the PUCO pursuant to Ohio law
MTM	Mark to Market
MVIC	Miami Valley Insurance Company, a wholly owned insurance subsidiary of DPL that provides insurance services to DPL and its subsidiaries and, in some cases, insurance services to partner companies related to jointly owned facilities operated by DP&L
NERC	North American Electric Reliability Corporation
Non-bypassable	Charges that are assessed to all customers regardless of whom the customer selects to supply its retail electric service
NOV	Notice of Violation
NOx	Nitrogen Oxide
NPDES	National Pollutant Discharge Elimination System
NSR	New Source Review – a preconstruction permitting program regulating new or significantly modified sources of air pollution
NYMEX	New York Mercantile Exchange
OAQDA	Ohio Air Quality Development Authority
Ohio EPA	Ohio Environmental Protection Agency
Ohio Power	Ohio Power Company, a subsidiary of American Electric Power Company, Inc. (“AEP”). Columbus Southern Power Company merged into the Ohio Power Company, another subsidiary of AEP, effective December 31, 2011.
OTC	Over-The-Counter
OVEC	Ohio Valley Electric Corporation, an electric generating company in which DP&L holds a 4.9% equity interest

Table of Contents

GLOSSARY OF TERMS

The following terms are used in this Form 10-Q:



Term	Definition
AES	The AES Corporation, a global power company and the ultimate parent company of DPL
AES Ohio Generation	AES Ohio Generation, LLC, a wholly-owned subsidiary of DPL that owns and operates peaking generation facilities from which it makes wholesale sales
AOCI	Accumulated Other Comprehensive Income
ARO	Asset Retirement Obligation
ASU	Accounting Standards Update
CAA	U.S. Clean Air Act
Capacity Market	The purpose of the capacity market is to enable PJM to obtain sufficient resources to reliably meet the needs of electric customers within the PJM footprint. PJM procures capacity, through a multi-auction structure, on behalf of the load serving entities to satisfy the load obligations. There are four auctions held for each Delivery Year (running from June 1 through May 31). The Base Residual Auction is held three years in advance of the Delivery Year and there is one Incremental Auction held in each of the subsequent three years. DP&L’s capacity is located in the “rest of” RTO area of PJM.
CP	In 2015, PJM adopted changes to the capacity market known as “Capacity Performance”. The CP program offers the potential for higher capacity revenues, combined with substantially increased penalties for non-performance or under-performance during certain periods identified as “capacity performance hours.” The DP&L units operate under the CP construct effective June 1, 2016.
CRES	Competitive Retail Electric Service
D.C. Circuit Court	United States Court of Appeals for the District of Columbia Circuit
DPL	DPL Inc.
DPLER	DPL Energy Resources, Inc., formerly a wholly-owned subsidiary of DPL which sold competitive electric energy and other energy services. DPLER was sold by DPL on January 1, 2016. The DPLER sale agreement was signed on December 28, 2015.
DP&L	The Dayton Power and Light Company, the principal subsidiary of DPL and a public utility that delivers electricity to residential, commercial, industrial and governmental customers in a 6,000 square mile area of West Central Ohio
Dths	Decatherms, unit of heat energy equal to 10 therms. One therm is equal to 100,000 British Thermal Units
EBITDA	Earnings before interest, taxes, depreciation and amortization. EBITDA also excludes the Fixed-asset impairment
EGU	Electric generating unit
ERISA	The Employee Retirement Income Security Act of 1974
ESP	The Electric Security Plan is a cost-based plan that a utility may file with the PUCO to establish SSO rates pursuant to Ohio law
ESP 1	ESP approved by PUCO order dated June 24, 2009
ESP 2	ESP approved by PUCO order dated September 4, 2013
ESP 3	ESP filed with the PUCO by DP&L on February 22, 2016
FASC	Financial Accounting Standards Board (FASB) Accounting Standards Codification
FERC	Federal Energy Regulatory Commission
Form 10-K	DPL’s and DP&L’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed on February 23, 2016
First and Refunding Mortgage	DP&L’s First and Refunding Mortgage, dated October 1, 1935, as amended, with the Bank of New York Mellon as Trustee
FTRs	Financial Transmission Rights
GAAP	Generally Accepted Accounting Principles in the United States of America

GLOSSARY OF TERMS (cont.)
Abbreviation or Acronym	Definition
PJM	PJM Interconnection, LLC, an RTO
PRP	Potentially Responsible Party
PUCO	Public Utilities Commission of Ohio
RPM	Reliability Pricing Model. The Reliability Pricing Model is PJM’s capacity construct. The purpose of the RPM is to enable PJM to obtain sufficient resources to reliably meet the needs of electric customers within the PJM footprint. Under the RPM construct, PJM procures capacity, through a multi-auction structure, on behalf of the load serving entities to satisfy the load obligations. There are three RPM auctions held for each delivery year (running from June 1 through May 31). The base residual auction is held three years in advance of the delivery year and then there is one incremental auction held in each of the subsequent three years. DP&L’s capacity is located in the “rest of” RTO area of PJM.
RTO	Regional Transmission Organization
SB 221	Ohio Senate Bill 221, an Ohio electric energy bill that was signed by the Governor on May 1, 2008 and went into effect July 31, 2008. This law required all Ohio distribution utilities to file either an ESP or MRO to be in effect January 1, 2009. The law also contains, among other things, annual targets relating to advanced energy portfolio standards, renewable energy, demand reduction and energy efficiency standards.
SCR	Selective Catalytic Reduction
SEC	Securities and Exchange Commission
SERP	Supplemental Executive Retirement Plan
SIP	A State Implementation Plan (SIP) is a United States state plan for complying with the federal CAA, administered by the USEPA. The SIP consists of narrative, rules, technical documentation and agreements that an individual state will use to clean up polluted areas.
SO2	Sulfur Dioxide
SO3	Sulfur Trioxide
SSO	Standard Service Offer which represents the regulated rates, authorized by the PUCO, charged to DP&L retail customers within DP&L’s service territory
TCRR	Transmission Cost Recovery Rider
USEPA	U.S. Environmental Protection Agency
USF	Universal Service Fund
VRDN	Variable Rate Demand Note

Table of Contents



GLOSSARY OF TERMS (cont.)

Term	Definition
GHG	Greenhouse Gas
kV	Kilovolt, 1,000 volts
kWh	Kilowatt-hours
LIBOR	London Inter-Bank Offering Rate
Master Trust	DP&L established a Master Trust to hold assets that could be used for the benefit of employees participating in employee benefit plans
Merger	The merger of DPL and Dolphin Sub, Inc., a wholly-owned subsidiary of AES. On November 28, 2011, DPL became a wholly-owned subsidiary of AES.
MTM	Mark to Market
MVIC	Miami Valley Insurance Company, a wholly-owned insurance subsidiary of DPL that provides insurance services to DPL and its subsidiaries and, in some cases, insurance services to partner companies related to jointly owned facilities operated by DP&L
MW	Megawatt
MWh	Megawatt-hour
NERC	North American Electric Reliability Corporation
NOx	Nitrogen Oxide
NYMEX	New York Mercantile Exchange
Ohio EPA	Ohio Environmental Protection Agency
OTC	Over-The-Counter
OVEC	Ohio Valley Electric Corporation, an electric generating company in which DP&L holds a 4.9% equity interest
PJM	PJM Interconnection, LLC, an RTO
PRP	Potentially Responsible Party
PUCO	Public Utilities Commission of Ohio
RPM	Reliability Pricing Model. The Reliability Pricing Model was PJM’s capacity construct
RTO	Regional Transmission Organization
SEC	Securities and Exchange Commission
SERP	Supplemental Executive Retirement Plan
Service Company	AES US Services, LLC, the shared services affiliate providing accounting, finance, and other support services to AES’ U.S. SBU businesses
SO2	Sulfur Dioxide
SSO	Standard Service Offer represents the regulated rates, authorized by the PUCO, charged to DP&L retail customers that take retail generation service from DP&L within DP&L’s service territory
USEPA	U.S. Environmental Protection Agency
USF	The Universal Service Fund is a statewide program which provides qualified low-income customers in Ohio with income-based bills and energy efficiency education programs
U.S. SBU	U. S. Strategic Business Unit, AES’ reporting unit covering the businesses in the United States, including DPL

~~This~~Table ~~report includes the combined filing~~ of DPL and DP&L. On November 28, 2011, DPL became a wholly owned subsidiary of AES, a global power company. Throughout this report, the terms “we,” “us,” “our” and “ours” are used to refer to both DPL and DP&L, respectively and altogether, unless the context indicates otherwise. Discussions or areas of this report that apply only to DPL or DP&L will clearly be noted in the section. Contents

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Matters discussed in this report 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 ~~position~~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~~emission allowances, natural gas and other commodity prices;

·• volatility and changes in markets for electricity and other energy-related commodities;

·• ~~increased~~performance ~~competition~~of ~~and~~our ~~deregulation in the electric utility industry~~suppliers;

·• ~~generating~~increased ~~unit~~competition ~~availability~~ and ~~capacity~~deregulation in the electric utility industry;

·• ~~transmission~~increased ~~and~~competition ~~distribution~~in ~~system~~the ~~reliability~~retail ~~and~~generation ~~capacity~~market;

·• ~~increased~~availability ~~competition~~and inprice ~~the~~of ~~retail generation market~~capacity;

·• ~~impacts~~state, offederal ~~renewable~~and ~~energy~~foreign ~~generation,~~legislative ~~natural~~and ~~gas~~regulatory ~~prices~~initiatives that affect cost and ~~other~~investment ~~market~~recovery, ~~factors~~emission onlevels, ~~wholesale~~rate ~~prices~~structures or tax laws;

·• changes in ~~interest~~environmental ~~rates~~laws and regulations to which DPL and its subsidiaries are subject;

·• ~~changes~~the indevelopment ~~our~~and ~~credit~~operation ~~ratings~~of orRTOs, ~~the~~including ~~credit~~PJM ~~ratings~~to which DP&L has given control of ~~AES~~its transmission functions;

·• ~~state,~~changes ~~federal~~in ~~and~~our ~~foreign~~purchasing ~~legislative~~processes, ~~and regulatory initiatives that affect cost and investment recovery~~pricing, ~~emission levels~~delays, ~~rate~~contractor ~~structures~~and orsupplier ~~tax~~performance ~~laws~~and availability;

·• ~~changes~~significant indelays ~~environmental~~associated ~~laws~~with ~~and~~large ~~regulations~~construction ~~to which DPL and its subsidiaries are subject~~projects;

·• ~~the~~growth ~~development~~in ~~and~~our ~~operation~~service ofterritory ~~RTOs,~~and ~~including~~changes ~~PJM~~in todemand ~~which~~and ~~DP&L~~demographic ~~has given control of its transmission functions~~patterns;

·• changes in ~~our~~accounting ~~purchasing~~rules ~~processes,~~and ~~pricing,~~the ~~delays,~~effect ~~contractor~~of ~~and~~accounting ~~supplier~~pronouncements ~~performance~~issued ~~and~~periodically ~~availability~~by accounting standard-setting bodies;

·• ~~significant~~financial ~~delays~~market ~~associated~~conditions, ~~with~~changes ~~large~~in ~~construction~~interest ~~projects~~rates and changes in our credit ratings and availability and cost of capital;

·• ~~growth~~changes in ~~our~~tax ~~service~~laws ~~territory~~ and ~~changes~~the ineffects ~~demand~~of ~~and~~our ~~demographic~~strategies ~~patterns~~to reduce tax payments;

·• ~~changes in accounting rules and~~ the ~~effect~~outcomes of ~~accounting~~litigation ~~pronouncements~~and ~~issued~~regulatory ~~periodically~~investigations, byproceedings ~~accounting~~or ~~standard-setting bodies~~inquiries;

·• ~~financial~~general ~~market~~economic conditions; and

·• the ~~outcomes~~risks ofand ~~litigation~~other factors discussed in this report and ~~regulatory~~other ~~investigations,~~DPL ~~proceedings~~and orDP&L ~~inquiries;~~filings with the SEC.

·Forward-looking ~~general~~statements ~~economic~~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. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

·All ~~costs~~such ~~related~~factors are difficult to ~~the~~predict, ~~Merger~~contain uncertainties that may materially affect actual results and ~~the~~many ~~effects~~are ofbeyond ~~any~~our ~~disruption~~control. See ~~from~~Item ~~the~~1A ~~Merger~~- ~~that~~Risk ~~may~~Factors ~~make~~in itour ~~more~~Annual ~~difficult~~Report toon ~~maintain~~Form ~~relationships~~10-K ~~with~~for ~~employees,~~the ~~customers~~fiscal year ended December 31, ~~other~~2015 ~~business~~and ~~partners~~the or“Management’s ~~government~~Discussion ~~entities~~and Analysis of Financial Condition and; Results of

· the risks and other factors discussed in this report and other DPL and DP&L filings with the SEC.

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~~Table isof ~~based. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.~~ Contents

~~All~~Operations” section in such ~~factors~~report ~~are~~and ~~difficult~~in toour ~~predict,~~Quarterly ~~contain~~Report ~~uncertainties~~on ~~that~~Form ~~may~~10-Q ~~materially~~for ~~affect~~the ~~actual~~three ~~results~~months ~~and~~ended ~~many~~March 31, ~~are~~2016 ~~beyond~~and ~~our~~this ~~control.~~Quarterly ~~See~~Report ~~“Risk~~on ~~Factors”~~Form 10-Q for a more detailed discussion of the foregoing and certain other factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook.

You may read and copy any document we file at the SEC’s public reference room located at 100 F Street N.E., Washington, D.C. 20549, USA. Please call the SEC at (800) SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s website at ~~http://~~www.sec.gov.

COMPANY WEBSITES

DPL’s public internet site is ~~http://~~www.dplinc.com. DP&L’s public internet site is ~~http://~~www.dpandl.com. The information on these websites is not incorporated by reference into this report.

Part I – Financial Information

This report includes the combined filing of DPL and DP&L. Throughout this report, the terms “we,” “us,” “our” and “ours” are used to refer to both DPL and DP&L, respectively and altogether, unless the context indicates otherwise. Discussions or areas of this report that apply only to DPL or DP&L will be clearly noted in the applicable section.

Item 1 – Financial Statements

9 8

Table of Contents

FINANCIAL STATEMENTS

DPL INC.

Table of Contents



DPL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
	Three months ended June 30, 2016						Six months ended June 30,
$ in millions	2016			2015			2016			2015
Revenues	$	328.3		$	365.9		$	692.3		$	848.8

Cost of revenues:
Fuel	60.2			54.4			127.1			130.8
Purchased power	96.9			120.3			218.8			313.6
Total cost of revenues	157.1			174.7			345.9			444.4

Gross margin	171.2			191.2			346.4			404.4

Operating expenses:
Operation and maintenance	77.2			84.6			165.7			171.6
Depreciation and amortization	36.0			33.3			69.4			67.1
General taxes	21.6			22.0			42.6			45.0
Fixed-asset impairment	235.5			—			235.5			—
Other	—			(0.2		)	0.1			0.2
Total operating expenses	370.3			139.7			513.3			283.9

Operating income / (loss)	(199.1		)	51.5			(166.9		)	120.5

Other income / (expense), net
Investment income	0.3			0.2			0.2			—
Interest expense	(26.0		)	(30.9		)	(52.3		)	(61.4		)
Charge for early retirement of debt	—			—			(2.6		)	—
Other expense	(0.3		)	(0.2		)	(0.7		)	(0.7		)
Total other expense, net	(26.0		)	(30.9		)	(55.4		)	(62.1		)

Earnings / (loss) from continuing operations before income taxes	(225.1		)	20.6			(222.3		)	58.4

Income tax expense / (benefit) from continuing operations	(88.3		)	5.8			(87.7		)	16.8

Net income / (loss) from continuing operations	(136.8		)	14.8			(134.6		)	41.6

Discontinued operations (Note 11)
Income / (loss) from discontinued operations	—			1.6			(0.7		)	5.2
Gain from disposal of discontinued operations	—			—			49.2			—
Income tax expense / (benefit) for discontinued operations	—			(5.3		)	18.9			(3.6		)
Discontinued operations	—			6.9			29.6			8.8

Net income / (loss)	$	(136.8	)	$	21.7		$	(105.0	)	$	50.4

See Notes to Condensed Consolidated Financial Statements.

These interim statements are unaudited.

DPL INC.
CONDENSED CONSOLIDATED STATEMENTS OF RESULTS OF OPERATIONS
	Three months ended March 31,
$ in millions	2013		2012
Revenues	$	394.6	$	434.0
Cost of revenues:
Fuel		88.6		97.4
Purchased power		95.3		94.8
Amortization of intangibles		1.8		27.8
Total cost of revenues		185.7		220.0
Gross margin		208.9		214.0
Operating expenses:
Operation and maintenance		99.2		101.7
Depreciation and amortization		31.8		31.4
General taxes		21.0		21.7
Total operating expenses		152.0		154.8
Operating income		56.9		59.2
Other income / (expense), net:
Investment income		0.1		0.1
Interest expense		(30.5)		(29.6)
Other expense		(0.6)		(0.3)
Total other income / (expense), net		(31.0)		(29.8)
Earnings before income taxes		25.9		29.4
Income tax expense		6.0		7.7
Net income	$	19.9	$	21.7
See Notes to Condensed Consolidated Financial Statements.
These interim statements are unaudited.

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DPL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS)
	Three months ended June 30, 2016						Six months ended June 30,
$ in millions	2016			2015			2016			2015
Net income / (loss)	$	(136.8	)	$	21.7		$	(105.0	)	$	50.4
Available-for-sale securities activity:
Change in fair value of available-for-sale securities, net of income tax expense of $0.0, $(0.3), $(0.1) and $0.0 for each respective period	(0.1		)	(0.4		)	0.1			0.1
Reclassification to earnings, net of income tax expense of $0.0, $(0.2), $0.0 and $0.0 for each respective period	0.1			0.4			—			—
Total change in fair value of available-for-sale securities	—			—			0.1			0.1
Derivative activity:
Change in derivative fair value, net of income tax (expense) / benefit of $4.7, $(1.0), $(7.1) and $(1.0) for each respective period	(8.5		)	1.7			13.0			1.8
Reclassification to earnings, net of income tax benefit of $5.9, $0.9, $10.7 and $0.5 for each respective period	(10.8		)	(1.9		)	(19.0		)	(1.4		)
Total change in fair value of derivatives	(19.3		)	(0.2		)	(6.0		)	0.4
Pension and postretirement activity:
Reclassification to earnings, net of income tax expense of $0.0, $(0.5), $(0.2) and $(0.4) for each respective period	0.1			(0.4		)	—			(0.2		)
Total change in unfunded pension obligation	0.1			(0.4		)	—			(0.2		)
Other comprehensive income / (loss)	(19.2		)	(0.6		)	(5.9		)	0.3

Net comprehensive income / (loss)	$	(156.0	)	$	21.1		$	(110.9	)	$	50.7

See Notes to Condensed Consolidated Financial Statements.

These interim statements are unaudited.

DPL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
	Three months ended March 31,
$ in millions	2013		2012
Net income	$	19.9	$	21.7
Available-for-sale securities activity:
Change in fair value of available-for-sale securities, net of income tax expense of $(0.1) and $(0.2) for each respective period		0.2		0.4
Reclassification to earnings, net of income tax expense of $0.0 and $0.0 for each respective period		0.1		-
Total change in fair value of available-for-sale securities		0.3		0.4
Derivative activity:
Change in derivative fair value, net of income tax expense of $(1.1) and $(4.2) for each respective period		1.2		7.6
Reclassification to earnings, net of income tax (expense) / benefit of $(0.1) and $0.6 for each respective period		0.2		(0.9)
Total change in fair value of derivatives		1.4		6.7
Pension and postretirement activity:
Reclassification to earnings, net of income tax expense of $(0.3) and $0.0 for each respective period		0.3		-
Total change in unfunded pension obligation		0.3		-
Other comprehensive income		2.0		7.1
Net comprehensive income	$	21.9	$	28.8
See Notes to Condensed Consolidated Financial Statements.
These interim statements are unaudited.

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DPL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	June 30,			December 31,
$ in millions	2016			2015
ASSETS
Current assets:
Cash and cash equivalents	$	73.4		$	32.4
Restricted cash	33.2			92.7
Accounts receivable, net (Note 2)	107.8			120.9
Inventories (Note 2)	87.5			109.1
Taxes applicable to subsequent years	39.4			81.2
Regulatory assets, current	0.3			14.4
Other prepayments and current assets	50.8			44.5
Assets held for sale, current	—			62.2
Total current assets	392.4			557.4

Property, plant & equipment:
Property, plant & equipment	2,678.8			2,909.0
Less: Accumulated depreciation and amortization	(449.0		)	(432.3		)
	2,229.8			2,476.7
Construction work in process	97.6			85.0
Total net property, plant & equipment	2,327.4			2,561.7
Other non-current assets:
Regulatory assets, non-current	186.1			179.9
Intangible assets, net of amortization	0.9			5.0
Other deferred assets	24.6			20.7
Total other non-current assets	211.6			205.6

Total assets	$	2,931.4		$	3,324.7

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt (Note 5)	$	514.0		$	572.8
Accounts payable	80.6			97.5
Accrued taxes	157.8			142.4
Accrued interest	20.8			21.4
Security deposits	15.2			15.2
Regulatory liabilities, current	29.9			24.4
Insurance and claims costs	5.6			5.9
Other current liabilities	65.0			54.5
Deposit received on sale of DPLER	—			75.5
Liabilities held for sale, current	—			1.6
Total current liabilities	888.9			1,011.2

Non-current liabilities:
Long-term debt (Note 5)	1,409.3			1,420.5
Deferred taxes	467.4			568.7
Taxes payable	39.1			84.1
Regulatory liabilities, non-current	128.7			127.0
Pension, retiree and other benefits	79.9			87.1
Other deferred credits	91.1			88.3
Total non-current liabilities	2,215.5			2,375.7

Redeemable preferred stock of subsidiary	18.4			18.4

Commitments and contingencies (Note 8)

Common shareholder's equity:
Common stock:
1,500 shares authorized; 1 share issued and outstanding at June 30, 2016 and December 31, 2015	—			—
Other paid-in capital	2,237.8			2,237.7
Accumulated other comprehensive income	11.5			17.4
Accumulated deficit	(2,440.7		)	(2,335.7		)
Total common shareholder's equity	(191.4		)	(80.6		)

Total liabilities and shareholder's equity	$	2,931.4		$	3,324.7

See Notes to Condensed Consolidated Financial Statements.

These interim statements are unaudited.

DPL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	Three months ended March 31,
$ in millions	2013		2012
Cash flows from operating activities:
Net income	$	19.9	$	21.7
Adjustments to reconcile Net income to Net cash provided by operating activities:
Depreciation and amortization		31.8		31.4
Amortization of intangibles		1.8		27.8
Amortization of debt market value adjustments		(4.8)		(4.7)
Deferred income taxes		23.3		(9.2)
Changes in certain assets and liabilities:
Accounts receivable		19.5		(3.4)
Inventories		(4.4)		(0.6)
Taxes applicable to subsequent years		17.2		22.9
Deferred regulatory costs, net		3.6		7.2
Accounts payable		2.7		(1.8)
Accrued taxes payable		(33.7)		(21.6)
Accrued interest payable		23.7		29.1
Pension, retiree and other benefits		3.2		2.1
Insurance and claims costs		1.0		0.8
Other		1.4		2.3
Net cash from operating activities		106.2		104.0
Cash flows from investing activities:
Capital expenditures		(33.8)		(54.0)
Purchase of renewable energy credits		(0.5)		(0.7)
Increase in restricted cash		(12.7)		(8.7)
Net cash used for investing activities		(47.0)		(63.4)

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DPL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	Six months ended June 30,
$ in millions	2016			2015
Cash flows from operating activities:
Net income / (loss)	$	(105.0	)	$	50.4
Adjustments to reconcile net income / (loss) to net cash from operating activities:
Depreciation and amortization	69.4			69.3
Amortization of debt market value adjustments	0.1			—
Charge for early redemption of debt	2.6			—
Deferred income taxes	(95.9		)	(17.5		)
Fixed-asset impairment	235.5			—
Gain on sale of business	(49.2		)	—
Changes in certain assets and liabilities:
Accounts receivable	52.7			25.0
Inventories	21.6			(4.5		)
Prepaid taxes	0.2			(0.5		)
Taxes applicable to subsequent years	41.7			38.6
Deferred regulatory costs, net	8.0			21.3
Accounts payable	(11.7		)	3.3
Accrued taxes payable	(25.7		)	(15.5		)
Accrued interest payable	(0.8		)	—
Unamortized Investment tax credit	(0.2		)	—
Insurance and claims costs	(0.4		)	—
Pension, retiree and other benefits	(4.2		)	3.8
Other	(6.3		)	(2.2		)
Net cash provided by operating activities	132.4			171.5
Cash flows from investing activities:
Capital expenditures	(79.1		)	(64.8		)
Proceeds from sale of business	75.5			1.3
Insurance proceeds	3.2			—
Purchase of renewable energy credits	(0.2		)	(0.2		)
Increase in restricted cash	(16.0		)	(8.4		)
Other investing activities, net	0.7			0.4
Net cash used in investing activities	(15.9		)	(71.7		)
Cash flows from financing activities:
Payments of deferred financing costs	—			(0.1		)
Retirement of long-term debt	(75.4		)	(0.1		)
Borrowings from revolving credit facilities	—			15.0
Repayment of borrowings from revolving credit facilities	—			(15.0		)
Other financing activities, net	(0.1		)	—
Net cash used in financing activities	(75.5		)	(0.2		)
Cash and cash equivalents:
Net change	41.0			99.6
Balance at beginning of period	32.4			17.0
Cash and cash equivalents at end of period	$	73.4		$	116.6
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	51.1		$	55.6
Income taxes paid / (refunded), net	$	0.1		$	0.5
Non-cash financing and investing activities:
Accruals for capital expenditures	$	8.3		$	10.0

See Notes to Condensed Consolidated Financial Statements.

These interim statements are unaudited.

DPL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.)
	Three months ended March 31,
$ in millions	2013		2012
Net cash from financing activities:
Dividends paid on common stock		-		(45.0)
Contributions to additional paid-in capital from parent		-		2.0
Payment to former warrant holders		-		(9.0)
Net cash from financing activities		-		(52.0)
Cash and cash equivalents:
Net change		59.2		(11.4)
Balance at beginning of period		192.1		173.5
Cash and cash equivalents at end of period	$	251.3	$	162.1
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	11.3	$	5.7
Income taxes paid/(refund), net	$	(20.0)	$	7.0
Non-cash financing and investing activities:
Accruals for capital expenditures	$	10.6	$	24.1
See Notes to Condensed Consolidated Financial Statements.
These interim statements are unaudited.

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DPL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	At		At
	March 31,		December 31,
$ in millions	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	251.3	$	192.1
Restricted cash		23.4		10.7
Accounts receivable, net (Note 2)		190.1		208.2
Inventories (Note 2)		114.5		110.1
Taxes applicable to subsequent years		52.1		69.3
Regulatory assets, current (Note 3)		18.0		21.1
Other prepayments and current assets		43.0		43.1
Total current assets		692.4		654.6
Property, plant & equipment:
Property, plant & equipment		2,625.7		2,590.4
Less: Accumulated depreciation and amortization		(134.6)		(115.9)
		2,491.1		2,474.5
Construction work in process		70.9		89.3
Total net property, plant & equipment		2,562.0		2,563.8
Other noncurrent assets:
Regulatory assets, non-current (Note 3)		180.9		185.5
Goodwill		759.1		759.1
Intangible assets, net of amortization		50.0		50.1
Other deferred assets		29.9		34.2
Total other noncurrent assets		1,019.9		1,028.9
Total assets	$	4,274.3	$	4,247.3
See Notes to Condensed Consolidated Financial Statements.
These interim statements are unaudited.

DPL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	At		At
	March 31,		December 31,
$ in millions	2013		2012
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion - long-term debt (Note 5)	$	580.1	$	584.9
Accounts payable		80.8		83.2
Accrued taxes		63.5		97.1
Accrued interest		55.5		31.8
Customer security deposits		14.7		15.0
Regulatory liabilities, current (Note 3)		-		0.1
Insurance and claims costs		12.5		11.5
Other current liabilities		86.3		96.9
Total current liabilities		893.4		920.5
Noncurrent liabilities:
Long-term debt (Note 5)		2,025.0		2,025.0
Deferred taxes (Note 6)		558.2		534.9
Taxes payable		68.1		68.1
Regulatory liabilities, non-current (Note 3)		118.8		117.3
Pension, retiree and other benefits		63.2		61.6
Unamortized investment tax credit		3.1		3.3
Other deferred credits		71.5		71.4
Total noncurrent liabilities		2,907.9		2,881.6
Redeemable preferred stock of subsidiary		18.4		18.4
Commitments and contingencies (Note 10)
Common shareholder's equity:
Common stock:
1,500 shares authorized; 1 share issued and outstanding at March 31, 2013 and December 31, 2012
Other paid-in capital		2,236.7		2,236.7
Accumulated other comprehensive loss		(1.9)		(3.9)
Retained deficit		(1,780.2)		(1,806.0)
Total common shareholder's equity		454.6		426.8
Total liabilities and shareholder's equity	$	4,274.3	$	4,247.3
See Notes to Condensed Consolidated Financial Statements.
These interim statements are unaudited.

DPL Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. – Overview and Summary of Significant Accounting Policies

Description of Business

DPL is a diversified regional energy company organized in 1985 under the laws of Ohio. DPL’s ~~two~~one reportable ~~segments~~segment ~~are~~is the Utility segment, comprised of its DP&L subsidiary. DPLER, ~~and~~which ~~the~~was ~~Competitive~~DPL's ~~Retail~~competitive retail segment, ~~comprised~~was ofsold ~~its~~January ~~DPLER operations~~1, ~~which~~2016. See ~~include~~Note ~~the~~10 ~~operations~~– ofBusiness ~~DPLER’s~~Segments ~~wholly~~for ~~owned~~more ~~subsidiary~~information MCrelating ~~Squared~~to these reportable segments. ~~Refer~~ The toterms ~~Note~~“we,” 11“us,” ~~for~~“our” ~~more~~and ~~information~~“ours” ~~relating~~are used to ~~these~~refer ~~reportable~~to ~~segments~~DPL and its subsidiaries.

~~DP&L~~DPL is aan ~~public~~indirectly ~~utility~~wholly-owned ~~incorporated~~subsidiary ~~in 1911 under the laws~~ of ~~Ohio~~AES. ~~DP&L~~ is engaged in the generation, transmission, distribution and sale of electricity to residential, commercial, industrial and governmental customers in a 6,000 square mile area of West Central Ohio. Electricity for DP&L's 24 county service area is primarily generated at eight coal-fired power plants and is distributed to more than 514,000 retail customers. Principal industries served include automotive, food processing, paper, plastic manufacturing and defense.

DP&L is a public utility incorporated in 1911 under the laws of Ohio. Beginning in 2001, Ohio law gave Ohio consumers the right to choose the electric generation supplier from whom they purchase retail generation service; however, distribution and transmission retail services are still regulated. DP&L has the exclusive right to provide such distribution and transmission services to approximately 517,000 customers located in West Central Ohio. Additionally, DP&L offers retail SSO electric service to residential, commercial, industrial and governmental customers in a 6,000 square mile area of West Central Ohio. DP&L owns multiple coal-fired and peaking electric generating facilities as well as numerous transmission facilities, all of which are included in the financial statements at amortized cost. Under the ESP 2 order, DP&L was required to source 100% of the generation for its SSO customers through a competitive bid process. Principal industries located in DP&L’s service territory include automotive, food processing, paper, plastic, manufacturing and defense. DP&L's distribution sales reflect the general economic conditions, ~~and~~ seasonal weather patterns, ofretail competition in our service territory and the ~~area~~market price of electricity. DP&L sells ~~any~~all ~~excess~~of its energy and capacity into the wholesale market. Based on the ESP 2 order, on June 4, 2014, the PUCO issued an entry on rehearing which required DP&L to separate its generation assets from its transmission and distribution assets no later than January 1, 2017.

~~DPLER~~DPL’s ~~sells~~other ~~competitive~~significant ~~retail~~subsidiaries ~~electric~~include ~~service,~~AES ~~under~~Ohio ~~contract~~Generation, towhich ~~residential,~~owns ~~commercial, industrial~~ and ~~governmental~~operates ~~customers. DPLER’s~~peaking ~~operations~~generating ~~include~~facilities ~~those~~from ~~of its wholly owned subsidiary, MC Squared,~~ which ~~was~~it ~~acquired~~makes onwholesale ~~February~~sales ~~28,~~of ~~2011. DPLER has approximately 247~~electricity,~~000~~ ~~customers currently located throughout Ohio~~ and ~~Illinois. DPLER does not own any transmission or generation assets~~MVIC, ~~and~~our ~~all~~captive ofinsurance ~~DPLER’s~~company ~~electric~~that ~~energy~~provides ~~was~~insurance ~~purchased~~services ~~from DP&L or PJM~~ to ~~meet~~DPL ~~its~~and ~~sales~~our ~~obligations~~subsidiaries. ~~DPLER’s~~ DPL ~~sales~~owns ~~reflect~~all of the ~~general~~common ~~economic~~stock ~~conditions and seasonal weather patterns~~ of ~~the~~its ~~areas it serves~~subsidiaries.

DPL’s ~~other~~also ~~significant~~has ~~subsidiaries~~a ~~include~~wholly-owned ~~DPLE~~business trust, ~~which~~DPL ~~owns~~Capital ~~and~~Trust ~~operates~~II, ~~peaking~~formed ~~generating~~for ~~facilities~~the ~~from~~purpose ~~which it makes wholesale sales~~ of ~~electricity~~issuing ~~and~~trust ~~MVIC,~~capital ~~our~~securities ~~captive insurance company that provides insurance services~~ to ~~us and our subsidiaries~~investors. ~~All of DPL’s subsidiaries are wholly owned.~~

DPL also has a wholly owned business trust, DPL Capital Trust II, formed for the purpose of issuing trust capital securities to investors.

DP&L’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators while its generation business is deemed competitive under Ohio law. Accordingly, DP&L applies the accounting standards for regulated operations to its electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates, and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs.

DPL and its subsidiaries employed 1,~~475~~169 people as of ~~March 31~~June 30, ~~2013~~2016, of which 1,~~412~~161 ~~employees~~ were employed by DP&L. Approximately 5362% of all DPL employees are under a collective bargaining agreement ~~which~~that expires on October 31, ~~2014~~2017.

Financial Statement Presentation

DPL’s Condensed Consolidated Financial Statements include the accounts of DPL and its wholly -owned subsidiaries except for DPL Capital Trust II, which is not consolidated, consistent with the provisions of GAAP. DP&L’s has undivided ownership interests in ~~certain~~five coal-fired generating facilities ~~and numerous transmission facilities are included in the financial statements at amortized cost~~, ~~which~~various ~~was~~peaking adjusted to fair value at the Merger date for DPL. Operating revenues and expenses of these facilities are included on a pro rata basis in the corresponding lines in the Condensed Consolidated Statement of Operations. See Note 4 for more information. generating

facilities and numerous transmission facilities, all of which are included in the financial statements at amortized cost, which was adjusted to fair value at the date of the Merger for DPL. Operating revenues and expenses of these facilities are included on a pro rata basis in the corresponding lines in the Condensed Consolidated Statements of Operations.

Certain immaterial amounts from prior periods have been reclassified to conform to the current period presentation.

All material intercompany accounts and transactions are eliminated in consolidation.

These financial statements have been prepared in accordance with GAAP for interim financial statements, the instructions of Form 10-Q and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from this interim report. Therefore, our interim financial statements in this report should be read along with the annual financial statements included in our Form 10-K for the fiscal year ended December 31, 2012. 14

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In the opinion of our management, the Condensed Consolidated Financial Statements presented in this report contain all adjustments necessary to fairly state our financial position as of June 30, 2016; our results of operations for the three and six months ended June 30, 2016 and 2015 and our cash flows for the six months ended June 30, 2016 and 2015. Unless otherwise noted, all adjustments are normal and recurring in nature. Due to various factors, including, but not limited to, seasonal weather variations, the timing of outages of EGUs, changes in economic conditions involving commodity prices and competition, and other factors, interim results for the three and six months ended June 30, 2016 may not be indicative of our results that will be realized for the full year ending December 31, 2016.

The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the revenues and expenses of the periods reported. Actual results could differ from these estimates. Significant items subject to such estimates and judgments include: the carrying value of property, plant and equipment; unbilled revenues; the valuation of derivative instruments; the valuation of insurance and claims liabilities; the valuation of allowances for receivables and deferred income taxes; regulatory assets and liabilities; liabilities recorded for income tax exposures; litigation; contingencies; the valuation of AROs; and assets and liabilities related to employee benefits.

As a result of push down accounting, DPL’s Condensed Consolidated Statements of Operations subsequent to the Merger include depreciation of fixed assets based upon their fair value at the Merger date.

Accounting for Taxes Collected from Customers and Remitted to Governmental Authorities

DP&L collects certain excise taxes levied by state or local governments from its customers. These taxes are accounted for on a net basis and not included in revenue. The amounts of such taxes collected for the three months ended June 30, 2016 and 2015 were $11.6 million and $11.5 million, respectively. The amounts of such taxes collected for the six months ended June 30, 2016 and 2015 were $24.5 million and $25.5 million, respectively.

Related Party Transactions

DPL has issued debt to a wholly-owned business trust, DPL Capital Trust II. See Note 5 – Debt for further information.

See Note 9 – Related Party Transactions for more information on related party transactions.

New Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements that could have a material impact on our consolidated financial statements:



Accounting Standard	Description	Date of Adoption	Effect on the financial statements upon adoption
New Accounting Standards Adopted
ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements	Given the absence of authoritative guidance within ASU 2015-03, this standard clarifies that the SEC Staff would not object to an entity presenting debt issuance costs related to line-of-credit arrangements as an asset that is subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Transition method: retrospective.	January 1, 2016	Deferred financing costs related to lines-of-credit of approximately $3.1 million recorded within Other deferred assets were not reclassified.

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Accounting Standard	Description	Date of Adoption	Effect on the financial statements upon adoption
ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30)	The standard simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the standard. Transition method: retrospective.	January 1, 2016	Deferred financing costs of approximately $2.1 million previously classified within Other prepayments and current assets and $14.0 million previously classified within Other deferred assets were reclassified to reduce the related debt liabilities.
ASU No. 2015-02, Consolidation - Amendments to the Consolidation Analysis (Topic 810)	The standard makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the VIE guidance. The standard amends the evaluation of whether (1) fees paid to a decision-maker or service providers represent a variable interest, (2) a limited partnership or similar entity has the characteristics of a VIE and (3) a reporting entity is the primary beneficiary of a VIE. Transition method: retrospective.	January 1, 2016	There were no changes to the consolidation conclusions.
New Accounting Standards Issued But Not Yet Effective
2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	This standard updates the impairment model for financial assets measured at amortized cost to an expected loss model rather than an incurred loss model. It also allows for the presentation of credit losses on available-for-sale debt securities as an allowance rather than a write down. Transition method: various.	January 1, 2020 Early adoption is permitted only as of January 1, 2019.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.
2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting	The standard simplifies the following aspects of accounting for share-based payment awards: accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures, statutory tax withholding requirements, classification of awards as either equity or liabilities and classification of employee taxes paid on statement of cash flows when an employer withholds shares for tax-withholding purposes. Transition method: Various.	January 1, 2017. Early adoption is permitted.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.
ASU No. 2016-06, Derivatives and Hedging (Topic 815) - Contingent Put and Call Options in Debt Instruments	This standard clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. When a call (put) option is contingently exercisable, an entity no longer has to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. Transition method: a modified retrospective basis to existing debt instruments as of the effective date.	January 1, 2017. Early adoption is permitted.	We are currently evaluating the impact of adopting the standard, but do not anticipate a material impact on our consolidated financial statements.
ASU No. 2016-05, Derivatives and Hedging (Topic 815) - Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships	The standard clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not require de-designation of that hedging relationship provided that all other hedge accounting criteria (including those in paragraphs 815-20-35-14 through 35-18) continue to be met. Transition method: prospective or a modified retrospective basis.	January 1, 2017. Early adoption is permitted.	We are currently evaluating the impact of adopting the standard, but do not anticipate a material impact on our consolidated financial statements.
ASU No. 2016-02, Leases (Topic 842)	The standard creates Topic 842, Leases which supersedes Topic 840, Leases, and introduces a lessee model that brings substantially all leases onto the balance sheet while retaining most of the principles of the existing lessor model in U.S. GAAP and aligning many of those principles with ASC 606, Revenue from Contracts with Customers. Transition method: modified retrospective approach with certain practical expedients.	January 1, 2019. Early adoption is permitted.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.

Table of Contents



Accounting Standard	Description	Date of Adoption	Effect on the financial statements upon adoption
ASU No. 2016-01, Financial Instruments - Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	The standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. Also, it amends certain disclosure requirements associated with the fair value of financial instruments. Transition: cumulative effect in Retained Earnings as of adoption or prospectively for equity investments without readily determinable fair value.	January 1, 2018. Limited early adoption permitted.	We are currently evaluating the impact of adopting the standard, but do not anticipate a material impact on our consolidated financial statements.
ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory	The standard replaces the current lower of cost or market test with a lower of cost or net realizable value test. Transition method: prospectively.	January 1, 2017. Early adoption is permitted.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.
ASU Nos. 2014-09, 2016-08, 2016-10, 2016-12 Revenue from Contracts with Customers (Topic 606)	The Revenue from Contracts with Customers standard provides a single and comprehensive revenue recognition model for all contracts with customers to improve comparability. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing revenue recognition. The standard requires an entity to recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The amendments to the standard provide further clarification on contract revenue recognition specifically related to the implementation of the principal versus agent evaluation, the identification of performance obligations, clarification on accounting for licenses of intellectual property, and allows for the election to account for shipping and handling activities performed after control of a good has been transferred to the customer as a fulfillment cost. Transition method: a full retrospective or modified retrospective approach.	January 1, 2018 (deferred by ASU No. 2015-14). Earlier application is permitted only as of January 1, 2017.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.

Note 2 – Supplemental Financial Information

Accounts receivable and Inventories are as follows at June 30, 2016 and December 31, 2015:



	June 30,			December 31,
$ in millions	2016			2015
Accounts receivable, net:
Unbilled revenue	$	38.9		$	43.3
Customer receivables	54.1			56.4
Amounts due from partners in jointly owned plants	10.9			16.0
Other	4.9			6.0
Provision for uncollectible accounts	(1.0		)	(0.8		)
Total accounts receivable, net	$	107.8		$	120.9
Inventories, at average cost:
Fuel and limestone	$	49.9		$	72.2
Plant materials and supplies	35.7			34.9
Other	1.9			2.0
Total inventories, at average cost	$	87.5		$	109.1

Accounts receivable of $31.0 million as of December 31, 2015 have been excluded from the above table as they have been reclassified as "Assets held for sale". See Note 11 – Discontinued Operations.

InTable ~~the opinion~~ of our management, the Condensed Consolidated Financial Statements presented in this report contain all adjustments necessary to fairly state our financial position as of March 31, 2013; our results of operations for the three months ended March 31, 2013 and 2012 and our cash flows for the three months ended March 31, 2013 and 2012. Unless otherwise noted, all adjustments are normal and recurring in nature. Due to various factors, including but not limited to, seasonal weather variations, the timing of outages of electric generating units, changes in economic conditions involving commodity prices and competition, and other factors, interim results for the three months ended March 31, 2013 may not be indicative of our results that will be realized for the full year ending December 31, 2013. Contents

~~The~~Accumulated ~~preparation~~Other ofComprehensive ~~financial~~Income ~~statements~~/ in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the revenues and expenses of the periods reported. Actual results could differ from these estimates. Significant items subject to such estimates and judgments include: the carrying value of property, plant and equipment; unbilled revenues; the valuation of derivative instruments; the valuation of insurance and claims liabilities; the valuation of allowances for receivables and deferred income taxes; regulatory assets and liabilities; reserves recorded for income tax exposures; litigation; contingencies; the valuation of AROs; assets and liabilities related to employee benefits; goodwill; and intangibles. (Loss)

~~Goodwill~~The ~~Impairment~~ amounts reclassified out of Accumulated Other Comprehensive Income / (Loss) by component during the three and six months ended June 30, 2016 and 2015 are as follows:

In connection with the Merger, DPL remeasured the carrying amount of all of its assets and liabilities to fair value, which resulted in the recognition of goodwill assigned to DPL’s two reporting units, DPLER and the DP&L Reporting Unit, which includes DP&L and other entities. FASC 350 “Intangibles – Goodwill and Other” requires that goodwill be tested for impairment at the reporting unit level at least annually or more frequently if impairment indicators are present. In evaluating the potential impairment of goodwill, we make estimates and assumptions about revenue, operating cash flows, capital expenditures, growth rates and discount rates based on our budgets and long term forecasts, macroeconomic projections, and current market expectations of returns on similar assets. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. Generally, the fair value of a reporting unit is determined using a discounted cash flow valuation model. We could be required to evaluate the potential impairment of goodwill outside of the required annual assessment process if we experience situations, including but not limited to: deterioration in general economic conditions; changes to our operating or regulatory environment; increased competitive environment; increase in fuel costs particularly when we are unable to pass its effect to customers; negative or declining cash flows; loss of a key contract or customer, particularly when we are unable to replace it on equally favorable terms; or adverse actions or assessments by a regulator. These types of events and the resulting analyses could result in goodwill impairment expense, which could substantially affect our results of operations for those periods.



Details about Accumulated Other Comprehensive Income / (Loss) components	Affected line item in the Condensed Consolidated Statements of Operations	Three months ended						Six months ended
		June 30,						June 30,
$ in millions		2016			2015			2016			2015
Gains and losses on Available-for-sale securities activity (Note 3):
	Other income	$	0.1		$	0.6		$	—		$	—
	Tax benefit	—			(0.2		)	—			—
	Net of income taxes	0.1			0.4			—			—
Gains and losses on cash flow hedges (Note 4):
	Interest expense	(0.3		)	(0.3		)	(0.5		)	(0.5		)
	Revenue	(20.1		)	(2.9		)	(37.3		)	(3.2		)
	Purchased power	3.7			0.4			8.1			1.8
	Total before income taxes	(16.7		)	(2.8		)	(29.7		)	(1.9		)
	Tax expense	5.9			0.9			10.7			0.5
	Net of income taxes	(10.8		)	(1.9		)	(19.0		)	(1.4		)
Amortization of defined benefit pension items (Note 7):
	Operation and maintenance	0.1			0.1			0.2			0.2
	Tax benefit	—			(0.5		)	(0.2		)	(0.4		)
	Net of income taxes	0.1			(0.4		)	—			(0.2		)

Total reclassifications for the period, net of income taxes		$	(10.6	)	$	(1.9	)	$	(19.0	)	$	(1.6	)

~~Sale~~The changes in the components of ~~Receivables~~ Accumulated Other Comprehensive Income / (Loss) during the six months ended June 30, 2016 are as follows:

In the first quarter of 2012, DPLER began selling receivables from DPLER customers in Duke Energy’s territory to Duke Energy. These sales are at face value for cash at the amounts billed for DPLER customers’ use of energy. Total receivables sold to Duke Energy during the three months ended March 31, 2013 and 2012 were $4.5 million and $2.0 million, respectively. Similarly, MC Squared sells receivables from their customers in ComEd territory to ComEd. Total receivables sold to ComEd during the three months ended March 31, 2013 and 2012 were $16.9 million and $0.0 million, respectively. There is no recourse or any other continuing involvement associated with the sold receivables.



$ in millions	Gains / (losses) on available-for-sale securities		Gains / (losses) on cash flow hedges			Change in unfunded pension obligation			Total
Balance January 1, 2016	$	0.4	$	26.7		$	(9.7	)	$	17.4

Other comprehensive income before reclassifications	0.1		13.0			—			13.1
Amounts reclassified from accumulated other comprehensive income / (loss)	—		(19.0		)	—			(19.0		)
Net current period other comprehensive income / (loss)	0.1		(6.0		)	—			(5.9		)

Balance June 30, 2016	$	0.5	$	20.7		$	(9.7	)	$	11.5

~~Property,~~Note ~~Plant~~3 ~~and~~– ~~Equipment~~ Fair Value

WeThe ~~record~~fair ~~our~~values ~~ownership share~~ of our ~~undivided~~financial ~~interest~~instruments inare ~~jointly-held~~based ~~plants~~on aspublished ansources ~~asset~~for inpricing ~~property,~~when ~~plant and equipment~~possible. ~~Property,~~ We ~~plant~~rely ~~and~~on ~~equipment~~valuation ~~are~~models ~~stated~~only atwhen ~~cost. For~~no ~~regulated~~other ~~transmission~~methods ~~and distribution property, cost includes direct labor and material, allocable overhead expenses and an allowance for funds used during construction (AFUDC)~~exist. ~~AFUDC~~ The ~~represents~~value ~~the cost~~ of ~~borrowed~~our ~~funds~~financial ~~and~~instruments ~~equity~~represents ~~used~~our tobest ~~finance~~estimates ~~regulated~~of ~~construction~~the ~~projects. For~~fair ~~non-regulated property including unregulated generation property~~value, ~~cost~~which ismay ~~similarly~~not ~~defined~~be ~~except~~the ~~financing~~value ~~costs~~realized ~~are~~in ~~reflected~~the ~~as capitalized interest without an equity component~~future.

Capitalization of AFUDC and interest ceases at either project completion or at the date specified by regulators. The total AFUDC and capitalized interest was $0.3 million and $1.4 million during the three months ended March 31, 2013 and 2012, respectively.

For substantially all depreciable property, when a unit of property is retired, the original cost of that property less any salvage value is charged to Accumulated depreciation and amortization.

~~Property~~Table isof ~~evaluated for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable.~~ Contents

~~Intangibles~~ The following table presents the fair value, carrying value and cost of our non-derivative instruments at June 30, 2016 and December 31, 2015. Information about the fair value of our derivative instruments can be found in Note 4 – Derivative Instruments and Hedging Activities.

Intangibles include emission allowances, renewable energy credits, customer relationships, customer contracts and the value of our ESP. Emission allowances are carried on a first-in, first-out (FIFO) basis for purchased emission allowances. In addition, we recorded emission allowances at their fair value as of the Merger date. Net gains or losses on the sale of excess emission allowances, representing the difference between the sales proceeds and the carrying value of emission allowances, are recorded as a component of our fuel costs and are reflected in Operating income when realized. During the three months ended March 31, 2013 and 2012, DPL had no gains from the sale of emission allowances.



	June 30, 2016				December 31, 2015
$ in millions	Cost		Fair Value		Cost		Fair Value
Assets
Money market funds	$	0.3	$	0.3	$	0.2	$	0.2
Equity securities	2.7		3.5		3.0		3.8
Debt securities	4.2		4.2		4.4		4.3
Hedge funds	0.2		0.2		0.4		0.4
Real estate	0.3		0.4		0.3		0.3
Total Assets	$	7.7	$	8.6	$	8.3	$	9.0

	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities
Debt	$	1,923.3	$	1,912.4	$	1,993.3	$	1,975.3

~~Customer~~These ~~relationships~~financial ~~recognized~~instruments asare ~~part~~not ofsubject ~~the~~to ~~purchase~~master ~~accounting~~netting ~~associated~~agreements ~~with~~or ~~the~~collateral ~~Merger~~requirements ~~are amortized over ten to seventeen years~~ and ~~customer~~as ~~contracts~~such are ~~amortized~~presented ~~over~~in the ~~average~~Condensed ~~length~~Consolidated ofBalance ~~the~~Sheet ~~contracts. The~~at ~~value~~their ofgross ~~the~~fair ~~ESP~~value, ~~was~~except ~~amortized~~for ~~over~~Debt, ~~one~~which ~~year~~is onpresented aat ~~straight-line basis. Emission allowances are~~ amortized ascarrying ~~they are used in our operations on a FIFO basis~~value. ~~Renewable~~ ~~energy credits are amortized as they are used or retired.~~

~~Accounting for Taxes Collected from Customers and Remitted to Governmental Authorities~~ Debt

~~DPL~~Unrealized ~~collects~~gains ~~certain~~or ~~excise~~losses ~~taxes~~are ~~levied~~not byrecognized ~~state~~in orthe ~~local~~financial ~~governments~~statements ~~from~~as ~~its~~debt ~~customers. These~~is ~~taxes~~presented ~~are~~at ~~accounted~~cost, ~~for~~net onof aunamortized ~~net~~premium ~~basis~~or discount and ~~recorded~~deferred asfinancing acosts ~~reduction~~ in ~~revenues~~the financial statements. The debt amounts ~~for~~include the ~~three~~current ~~months~~portion ~~ended~~payable ~~March~~in ~~31,~~the ~~2013~~next twelve months and ~~2012~~have ~~were~~maturities ~~$13.4~~that ~~million~~range ~~and~~from ~~$12.9~~2016 ~~million,~~to ~~respectively~~2061.

~~Recently~~Master ~~Issued~~Trust ~~Accounting Standards~~ Assets

~~Offsetting~~DP&L ~~Assets~~established Master Trusts to hold assets that could be used for the benefit of employees participating in employee benefit plans and ~~Liabilities~~ these assets are not used for general operating purposes. These assets are primarily comprised of open-ended mutual funds, which are valued using the net asset value per unit. These investments are recorded at fair value within Other deferred assets on the balance sheets and classified as available-for-sale. Any unrealized gains or losses are recorded in AOCI until the securities are sold.

~~The~~DPL ~~FASB~~had ~~recently~~$0.8 ~~issued~~million ~~ASU~~($0.6 ~~2013-01~~million ~~“Scope~~after ~~Clarification~~tax) of ~~Disclosures~~unrealized ~~about~~gains ~~Offsetting~~and ~~Assets~~immaterial ~~and~~unrealized ~~Liabilities” to~~losses ~~limit~~on the ~~scope~~Master ofTrust ~~ASU~~assets ~~2011-11~~in ~~“Disclosures~~AOCI ~~about~~at ~~Offsetting~~June 30, ~~Assets~~2016 and ~~Liabilities”~~$0.7 tomillion ~~derivatives~~ (~~including~~$0.5 ~~bifurcated~~million ~~embedded~~after ~~derivatives~~tax), ~~repurchase~~of ~~agreements~~unrealized ~~and~~gains ~~reverse repurchase agreements,~~ and ~~securities~~$0.1 ~~borrowing~~million ~~and lending transactions~~($0. ~~This~~1 ~~ASU~~million isafter ~~effective~~tax) ~~for~~in ~~annual~~unrealized ~~and~~losses ~~interim periods beginning~~ on ~~or after January 1, 2013. The FASB clarified that~~ the ~~disclosures~~Master ~~were~~Trust ~~not~~assets ~~intended to include trade receivables and other contracts for financial instruments that may be subject to a master netting arrangement. We adopted this rule which resulted~~ in ~~enhanced~~AOCI ~~disclosures. This~~at ~~did not have a material effect on our overall results of operations~~December 31, ~~financial position or cash flows~~2015.

~~Comprehensive~~During ~~Income~~ the six months ended June 30, 2016, $2.0 million ($1.3 million after tax) of various investments were sold to facilitate the distribution of benefits and the unrealized gains were reversed into earnings. An immaterial amount of unrealized gains are expected to be reversed to earnings as investments are sold over the next twelve months to facilitate the distribution of benefits.

~~The~~Fair ~~FASB~~Value recently issued ASU 2013-02 “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income” effective for annual and interim periods beginning after December 15, 2012. This ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, this ASU requires an entity to provide information about the amounts reclassified out of AOCI by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. We adopted this rule which resulted in enhanced disclosures. This did not have a material effect on our overall results of operations, financial position or cash flows. Hierarchy

~~Recently~~Fair ~~Adopted~~value ~~Accounting~~is ~~Standards~~ defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. These inputs are then categorized as:

~~Offsetting~~• ~~Assets~~Level ~~and~~1 ~~Liabilities~~ (quoted prices in active markets for identical assets or liabilities);

In• ~~December~~Level ~~2011,~~2 ~~the FASB issued ASU 2011-11 “Disclosures about Offsetting Assets and Liabilities”~~ (~~ASU~~observable ~~2011-11)~~inputs ~~effective~~such ~~for~~as ~~interim~~quoted ~~and~~prices annual reporting periods beginning on or after January 1, 2013. We adopted this ASU on January 1, 2013. This standard updates FASC Topic 210 “Balance Sheet.” ASU 2011-11 updates the disclosures for ~~financial~~similar ~~instruments and derivatives to provide more transparent information around the offsetting of~~ assets ~~and~~or liabilities~~. Entities~~ ~~are~~or ~~required~~quoted toprices ~~disclose both gross and net information about both instruments and transactions eligible for offset~~ in ~~the~~markets ~~statement~~that ofare ~~financial position and/or subject to an agreement similar to a master netting agreement. This rule did~~ not ~~have a material effect on our overall results of operations, financial position or cash flows.~~ active);


•	Level 3 (unobservable inputs).

~~Testing~~Table ~~Indefinite-Lived~~of ~~Intangible Assets for Impairments~~ Contents

InValuations ~~July~~of ~~2012,~~assets ~~the~~and ~~FASB~~liabilities ~~issued~~reflect ~~ASU~~the ~~2012-02~~value ~~“Testing~~of ~~Indefinite-Lived~~the ~~Intangible~~instrument ~~Assets~~including ~~for~~the ~~Impairment”~~values ~~(ASU~~associated ~~2012-02)~~with ~~effective~~counterparty ~~for interim and annual impairment tests performed for fiscal years beginning after September 15, 2012~~risk. We ~~adopted~~include ~~this~~our ~~ASU~~own oncredit ~~January~~risk ~~1, 2013. This standard updates FASC Topic 350 “Intangibles-Goodwill~~ and ~~Other.” ASU~~our ~~2012-02~~counterparty’s ~~permits~~credit anrisk ~~entity~~in ~~first~~our tocalculation ~~assess~~of ~~qualitative~~fair ~~factors~~value tousing ~~determine~~global ~~whether~~average itdefault isrates ~~more~~based ~~likely~~on ~~than not that~~ an ~~indefinite-lived~~annual ~~intangible~~study ~~asset~~conducted isby ~~impaired as~~ a ~~basis~~large ~~for~~rating ~~determining whether it is necessary to perform the quantitative impairment test in accordance with FASC Subtopic 350-30~~agency. ~~This rule did not have a material effect on our overall results of operations, financial position or cash flows.~~

We did not have any transfers of the fair values of our financial instruments between Level 1 and Level 2. ~~Supplemental~~of ~~Financial~~the ~~Information~~ fair value hierarchy during the six months ended June 30, 2016 and 2015.

~~Accounts~~The ~~receivable~~fair ~~and~~value ~~Inventories~~of ~~are~~assets asand ~~follows~~liabilities at ~~March 31~~June 30, ~~2013~~2016 and December 31, ~~2012~~2015 and the respective category within the fair value hierarchy for DPL was determined as follows:

	At		At
Assets and Liabilities at Fair Value
	March 31,		December 31,
				Level 1		Level 2		Level 3
$ in millions	~~2013~~Fair value at June 30, 2016		~~2012~~	Based on Quoted Prices in Active Markets		Other Observable Inputs		Unobservable Inputs
Accounts receivable, net:
Assets
Unbilled revenue	$	65.3	$	75.2
Master Trust assets
Customer receivables		107.5		98.2
Money market funds	$	0.3		$	0.3	$	—	$	—
Amounts due from partners in jointly owned plants		15.3		19.7
Equity securities	3.5			—		3.5		—
Coal sales		-		1.6
Debt securities	4.2			—		4.2		—
Other		3.1		14.6
Hedge funds	0.2			—		0.2		—
Provision for uncollectible accounts		(1.1)		(1.1)
Real estate	0.4			—		0.4		—
Total accounts receivable, net	$	190.1	$	208.2
Total Master Trust assets	8.6			0.3		8.3		—
Inventories, at average cost:
Derivative Assets
Fuel and limestone	$	72.0	$	67.3
FTRs	0.1			—		—		0.1
Plant materials and supplies		40.6		41.0
Natural gas futures	0.3			0.3		—		—
Other		1.9		1.8
Forward power contracts	39.3			—		38.6		0.7
Total inventories, at average cost	$	114.5	$	110.1
Total Derivative assets	39.7			0.3		38.6		0.8
Total Assets	$	48.3		$	0.6	$	46.9	$	0.8
Liabilities
Derivative Liabilities
Forward power contracts	45.2			—		38.9		6.3
Total Derivative liabilities	45.2			—		38.9		6.3
Debt	1,912.4			—		1,894.4		18.0
Total Liabilities	$	1,957.6		$	—	$	1,933.3	$	24.3

~~Accumulated~~Table ~~Other~~of ~~Comprehensive Income / (Loss)~~ Contents

The amounts reclassified out of Accumulated Other Comprehensive Income / (Loss) by component during the three months ended March 31, 2013 are as follows:



Assets and Liabilities at Fair Value
			Level 1		Level 2		Level 3
$ in millions	Fair value at December 31, 2015		Based on Quoted Prices in Active Markets		Other Observable Inputs		Unobservable Inputs
Assets
Master Trust assets
Money market funds	$	0.2	$	0.2	$	—	$	—
Equity securities	3.8		—		3.8		—
Debt securities	4.3		—		4.3		—
Hedge funds	0.4		—		0.4		—
Real estate	0.3		—		0.3		—
Total Master Trust assets	9.0		0.2		8.8		—
Derivative assets
Forward power contracts	30.5		—		30.5		—
FTRs	0.2		—		—		0.2
Total Derivative assets	30.7		—		30.5		0.2

Total Assets	$	39.7	$	0.2	$	39.3	$	0.2

Liabilities
Derivative liabilities
FTRs	$	0.5	$	—	$	—	0.5
Forward power contracts	27.0		—		23.9		3.1
Total Derivative liabilities	27.5		—		23.9		3.6
Debt	1,975.3		—		1,957.2		18.1

Total Liabilities	$	2,002.8	$	—	$	1,981.1	$	21.7

Details about Accumulated Other Comprehensive Income / (Loss) components	Affected line item in the Condensed Consolidated Statement of Operations	Three months ended March 31,
$ in millions		2013
Gains and losses on Available-for-sale securities activity (Note 8):
	Other income / (deductions)	$	0.1
	Total before income taxes		0.1
	Tax expense		-
	Net of income taxes		0.1
Gains and losses on cash flow hedges: (Note 9)
	Revenue		(0.5)
	Purchased power		0.8
	Total before income taxes		0.3
	Tax expense		(0.1)
	Net of income taxes		0.2
Amortization of defined benefit pension items: (Note 7)
	Reclassification to Other income / (deductions)		-
	Prior service cost for the period (1)		-
	Net loss for the period (1)		-
	Total before income taxes		-
	Tax benefit		0.3
	Net of income taxes		0.3
Total reclassifications for the period, net of income taxes		$	0.6

Our financial instruments are valued using the market approach in the following categories:

(• Level 1~~) These~~ ~~Accumulated~~inputs ~~Other~~are ~~Comprehensive~~used ~~Income~~for /derivative ~~(Loss)~~contracts ~~components~~such as heating oil futures, natural gas futures and for money market accounts that are ~~included~~considered incash ~~the~~equivalents. ~~computation~~The offair ~~net~~value ~~periodic~~is ~~pension~~determined ~~costs~~by ~~(See~~reference ~~Note~~to 7quoted ~~for~~market ~~additional~~prices and other relevant information) generated by market transactions.

~~The~~• ~~changes~~Level in2 ~~the~~inputs ~~components~~are ofused ~~Accumulated~~to ~~Other~~value ~~Comprehensive~~derivatives ~~Income~~such /as forward power contracts (~~Loss)~~which ~~during~~are traded on the ~~three~~OTC ~~months~~market but which are valued using prices on the NYMEX for similar contracts on the OTC market). Other Level 2 assets include open-ended ~~March~~mutual 31funds that are in the Master Trust, ~~2013~~which are asvalued ~~follows:~~ using observable prices based on the end of day net asset value per unit.

$ in millions	Gains / (losses) on Available-for-sale securities		Gains / (losses) on Cash Flow Hedges		Change in Unfunded Pension Obligation		Total
Balance January 1, 2013	$	0.4	$	(2.5)	$	(1.8)	$	(3.9)
Other comprehensive income before reclassifications		0.2		1.2		-		1.4
Amounts reclassified from accumulated other comprehensive income / (loss)		0.1		0.2		0.3		0.6
Net current period other comprehensive income		0.3		1.4		0.3		2.0
Balance March 31, 2013	$	0.7	$	(1.1)	$	(1.5)	$	(1.9)


•	Level 3 inputs such as FTRs are considered a Level 3 input because the monthly auctions are considered inactive. Other Level 3 inputs include the credit valuation adjustment on some of the forward power contracts and forward power contracts in less active markets. Our Level 3 inputs are immaterial to our derivative balances as a whole and as such no further disclosures are presented.

Approximately 93% of the inputs to the fair value of our derivative instruments are from quoted market prices.

Our debt is fair valued for disclosure purposes only and most of the fair values are determined using quoted market prices in inactive markets. These fair value inputs are considered Level 2 in the fair value hierarchy. As the Wright-Patterson Air Force Base loan is not publicly traded, fair value is assumed to equal carrying value. These fair value inputs are considered Level 3 in the fair value hierarchy as there are no observable inputs. Additional Level 3 disclosures are not presented since debt is not recorded at fair value.

Non-recurring Fair Value Measurements

We use the cost approach to determine the fair value of our AROs, which is estimated by discounting expected cash outflows to their present value at the initial recording of the liability. Cash outflows are based on the approximate future disposal cost as determined by market information, historical information or other management estimates. These inputs to the fair value of the AROs would be considered Level 3 inputs under the fair value

~~3. Regulatory~~Table ~~Assets~~of ~~and Liabilities~~ Contents

Inhierarchy. AROs ~~accordance~~for ~~with~~ash ~~GAAP~~ponds, ~~regulatory~~asbestos, ~~assets~~river structures and ~~liabilities~~underground ~~are~~storage ~~recorded~~tanks inincreased ~~the~~by ~~Condensed~~a ~~Consolidated~~net ~~Balance~~amount ~~Sheets~~of ~~for~~$2.3 ~~our~~million ~~regulated electric transmission~~ and ~~distribution~~increased ~~businesses. Regulatory~~by ~~assets~~a ~~are~~net ~~the~~amount ~~deferral~~ of ~~costs~~$39.8 ~~expected~~million toduring bethe ~~recovered~~six inmonths ~~future~~ended ~~customer~~June 30, ~~rates~~2016 and ~~regulatory~~2015, ~~liabilities represent current recovery of expected future costs or gains probable of being reflected in future rates~~respectively.

WeWhen ~~evaluate~~evaluating ~~our~~impairment ~~regulatory~~of long-lived assets, ~~each~~we ~~period~~measure ~~and~~fair ~~believe~~value ~~that~~using ~~recovery~~the ofapplicable ~~these~~fair ~~assets~~value ismeasurement ~~probable~~guidance. We Impairment ~~have~~expense ~~received~~is ormeasured ~~requested~~by acomparing ~~return~~the onfair ~~certain~~value ~~regulatory~~at ~~assets~~the ~~for~~evaluation ~~which~~date weto ~~are~~the ~~currently~~carrying ~~recovering~~amount. orThe ~~seeking~~following ~~recovery~~table ~~through~~summarizes ~~rates. We~~Long-lived ~~record~~assets measured at fair value on a ~~return~~non-recurring ~~after~~basis itduring ~~has~~the ~~been~~period ~~authorized~~and intheir anlevel ~~order~~within bythe afair ~~regulator.~~ value hierarchy (there were no impairments during the six months ended June 30, 2015):

Regulatory assets and liabilities are classified as current or non-current based on the term in which recovery is expected.



$ in millions	Six months ended June 30, 2016
	Carrying		Fair Value						Gross
	Amount ^(b)		Level 1		Level 2		Level 3		Loss
Assets
Long-lived assets ^(a)
DP&L (Killen)	$	315.1	$	—	$	—	$	84.3	$	230.8
DP&L (peaking facilities)	$	9.9	$	—	$	—	$	5.2	$	4.7

~~Regulatory~~(a)See ~~assets~~Note ~~and~~12 ~~liabilities~~– ~~for~~Fixed-asset ~~DPL~~Impairment ~~are~~for asfurther ~~follows:~~ information

$ in millions	Type of Recovery (a)	Amortization through	At March 31, 2013		At December 31, 2012
Regulatory assets, current:
TCRR, transmission, ancillary and other PJM-related costs	F	Ongoing	$	6.6	$	7.0
Fuel and purchased power recovery costs	C	Ongoing		11.4		14.1
Total regulatory assets, current			$	18.0	$	21.1
Regulatory assets, non-current:
Deferred recoverable income taxes	B/C	Ongoing	$	34.3	$	35.1
Pension benefits	C	Ongoing		87.3		88.9
Unamortized loss on reacquired debt	C	Ongoing		11.7		11.9
Regional transmission organization costs	D	2014		2.2		2.6
Deferred storm costs	D			24.7		24.4
CCEM smart grid and advanced metering infrastructure costs	D			6.6		6.6
CCEM energy efficiency program costs	F	Ongoing		3.4		5.2
Consumer education campaign	D			3.0		3.0
Retail settlement system costs	D			3.1		3.1
Other costs				4.6		4.7
Total regulatory assets, non-current			$	180.9	$	185.5
Regulatory liabilities, current:
Other			$	-	$	0.1
Total regulatory liabilities, current			$	-	$	0.1
Regulatory liabilities, non-current:
Estimated costs of removal - regulated property			$	113.6	$	112.1
Postretirement benefits				4.8		5.0
Other				0.4		0.2
Total regulatory liabilities, non-current			$	118.8	$	117.3

(b)Carrying amount at date of valuation

~~(a)B~~The –following ~~Balance~~summarizes ~~has~~the ansignificant ~~offsetting~~unobservable ~~liability~~inputs ~~resulting~~used in nothe ~~effect~~Level 3 measurement on ~~rate~~a ~~base.~~ non-recurring basis during the six months ended June 30, 2016:

C – Recovery of incurred costs without a rate of return.



$ in millions	Fair value		Valuation technique	Unobservable input	Range (weighted average)
Long-lived assets held and used:
DP&L (Killen)	$	84.3	Discounted cash flow	Annual revenue growth	-11% to 13% (2%)
				Annual pre-tax operating margin	-50% to 67% (6%)
				Weighted-average cost of capital	11%

DP&L (peaking facilities)	$	5.2	Discounted cash flow	Annual revenue growth	-22% to 17% (-3%)
				Annual pre-tax operating margin	-29% to 24% (-4%)
				Weighted-average cost of capital	7%

DNote 4 – ~~Recovery~~Derivative ~~not~~Instruments ~~yet~~and ~~determined,~~Hedging ~~but is probable of occurring in future rate proceedings.~~ Activities

FIn –the ~~Recovery~~normal course of ~~incurred~~business, ~~costs~~DPL ~~plus~~enters ~~rate~~into various financial arrangements, including derivative financial instruments. We use derivatives principally to manage the risk of ~~return~~changes in market prices for commodities. The derivatives that we use to economically hedge these risks are governed by our risk management policies for forward and futures contracts. Our net positions are continually assessed within our structured hedging programs to determine whether new or offsetting transactions are required. The objective of the hedging program is to mitigate financial risks while ensuring that we have adequate resources to meet our requirements. We monitor and value derivative positions monthly as part of our risk management processes. We use published sources for pricing, when possible, to mark positions to market. All of our derivative instruments are used for risk management purposes and are designated as normal purchase/normal sale, cash flow hedges or marked to market each reporting period.

~~Regulatory~~Table ~~Assets~~ of Contents

~~TCRR~~At June 30, ~~transmission~~2016, ~~ancillary~~DPL ~~and~~had ~~other PJM-related costs represent~~ the ~~costs~~following ~~related~~outstanding toderivative ~~transmission, ancillary service and other PJM-related charges that have been incurred as a member of PJM. On an annual basis, retail rates are adjusted to true-up costs with recovery in rates.~~ instruments:

Fuel and purchased power recovery costs represent prudently incurred fuel, purchased power, derivative, emission and other related costs which will be recovered from or returned to customers in the future through the operation of the fuel and purchased power recovery rider. The fuel and purchased power recovery rider fluctuates based on actual costs and recoveries and is modified at the start of each seasonal quarter. DP&L implemented the fuel and purchased power recovery rider on January 1, 2010. As part of the PUCO approval process, an outside auditor is hired to review fuel costs and the fuel procurement process.



Commodity	Accounting Treatment	Unit	Purchases (in thousands)	Sales (in thousands)		Net Purchases/ (Sales) (in thousands)
FTRs	Not designated	MWh	2.5	—		2.5
Natural Gas Futures	Not designated	Dths	1,442.5	—		1,442.5
Forward power contracts	Designated	MWh	692.6	(13,380.2	)	(12,687.6	)
Forward power contracts	Not designated	MWh	4,018.0	(3,537.9	)	480.1

~~Deferred~~At ~~recoverable~~December 31, ~~income~~2015, ~~taxes~~DPL ~~represent~~had ~~deferred income tax assets recognized from~~ the ~~normalization~~following ofoutstanding ~~flow~~derivative through items as the result of tax benefits previously provided to customers. This is the cumulative flow through benefit given to regulated customers that will be collected from them in future years. Since currently existing temporary differences between the financial statements and the related tax basis of assets will reverse in subsequent periods, these deferred recoverable income taxes will decrease over time. instruments:

Pension benefits represent the qualifying FASC 715 “Compensation – Retirement Benefits” costs of our regulated operations that for ratemaking purposes are deferred for future recovery. We recognize an asset for a plan’s overfunded status or a liability for a plan’s underfunded status, and recognize, as a component of other comprehensive income (OCI), the changes in the funded status of the plan that arise during the year that are not recognized as a component of net periodic benefit cost. This regulatory asset represents the regulated portion that would otherwise be charged as a loss to OCI.



Commodity	Accounting Treatment	Unit	Purchases (in thousands)	Sales (in thousands)		Net Purchases/ (Sales) (in thousands)
FTRs	Not designated	MWh	10.2	—		10.2
Forward power contracts	Designated	MWh	1,676.7	(7,795.8	)	(6,119.1	)
Forward power contracts	Not designated	MWh	5,049.9	(1,663.0	)	3,386.9

~~Unamortized~~Cash ~~loss~~Flow on reacquired debt represents losses on long-term debt reacquired or redeemed in prior periods. These costs are being amortized over the lives of the original issues in accordance with FERC and PUCO rules. Hedges

~~Regional~~As ~~transmission~~part ~~organization~~of ~~costs~~our ~~represent~~risk ~~costs~~management ~~incurred~~processes, towe ~~join~~identify anthe ~~RTO~~relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. The ~~recovery~~fair value of ~~these~~cash ~~costs~~flow hedges is determined by observable market prices available as of the balance sheet dates and will becontinue ~~requested~~to fluctuate with changes in amarket ~~future~~prices ~~FERC~~up ~~rate~~to ~~case~~contract expiration. In The ~~accordance~~effective ~~with~~portion ~~FERC~~of ~~precedence,~~the wehedging ~~are~~transaction ~~amortizing~~is ~~these~~recognized ~~costs~~in ~~over~~AOCI aand ~~10-year~~transferred ~~period~~to ~~that~~earnings ~~began~~using inspecific ~~2004~~identification of each contract when wethe ~~joined~~forecasted hedged transaction takes place or when the ~~PJM~~forecasted ~~RTO~~hedged transaction is probable of not occurring. The ineffective portion of the cash flow hedge is recognized in earnings in the current period. All risk components were taken into account to determine the hedge effectiveness of the cash flow hedges.

~~Deferred~~We ~~storm~~enter ~~costs~~into ~~relate~~forward power contracts to ~~costs~~manage ~~incurred~~commodity price risk exposure related to ~~repair~~our ~~the~~generation ~~damage~~of ~~caused~~electricity. We bydo ~~storms~~not hedge all commodity price risk. We reclassify gains and losses on forward power contracts from AOCI into earnings in those periods in which the ~~following~~contracts ~~years:~~ settle.

· 2008 – related to costs incurred to repair the damage caused by hurricane force winds in September 2008, as well as other 2008 storms. On January 14, 2009, the PUCO granted DP&L the authority to defer these costs with a return until such time that DP&L seeks recovery in a future rate proceeding.

· 2011 – related to five major storms in 2011. On December 21, 2012, DP&L filed a request with the PUCO for an accounting order to defer costs and a request for recovery of costs associated with these storms. At March 31, 2013, DP&L believes the recovery of these costs is probable.

· 2012 – related to storm damage that occurred during the final weekend of June 2012. On August 10, 2012, DP&L filed a request with the PUCO, which was modified on October 19, 2012, for an accounting order to defer the costs associated with this storm damage. On December 19, 2012, the PUCO issued an order permitting partial deferral.

On December 21, 2012, DP&L filed a request for recovery of all of these deferred storm costs with the PUCO.

CCEM smart grid and AMI costs represent costs incurred as a result of studying and developing distribution system upgrades and implementation of AMI. On October 19, 2010, DP&L elected to withdraw its case pertaining to the Smart Grid and AMI programs. The PUCO accepted the withdrawal in an order issued on January 5, 2011. The PUCO also indicated that it expects DP&L to continue to monitor other utilities’ Smart Grid and AMI programs and to explore the potential benefits of investing in Smart Grid and AMI programs and that DP&L will, when appropriate, file new Smart Grid and/or AMI business cases in the future. We plan to file to recover these deferred costs in a future regulatory rate proceeding. Based on PUCO precedent, we believe these costs are probable of future recovery in rates.

CCEM energy efficiency program costs represent costs incurred to develop and implement various new customer programs addressing energy efficiency. These costs are being recovered through an energy efficiency rider that began July 1, 2009 and is subject to a two-year true-up for any over/under recovery of costs.

OnTable ~~April~~of ~~29, 2011, DP&L filed to true-up the energy efficiency rider which was approved by the PUCO on October 18, 2011. DP&L made its true-up filing on April 30, 2013.~~ Contents

~~Consumer~~The ~~education~~following ~~campaign~~table ~~represents~~provides ~~costs~~information for ~~consumer~~DPL ~~education~~concerning ~~advertising~~gains ~~regarding~~or ~~electric~~losses ~~deregulation. DP&L~~recognized ~~will~~in beAOCI ~~seeking~~for ~~recovery~~the ofcash ~~these~~flow ~~costs~~hedges asfor ~~part of our next distribution rate case filing at~~ the ~~PUCO. The~~three ~~timing~~and ofsix ~~such~~months aended ~~filing~~June 30, ~~has~~2016 ~~not~~and ~~yet been determined.~~ 2015:

Retail settlement system costs represent costs to implement a retail settlement system that reconciles the energy a CRES supplier delivers to its customers with what its customers actually use. Based on case precedent in other utilities’ cases, the costs are most likely recoverable through a future DP&L rate proceeding.



	Three months ended						Three months ended
	June 30, 2016						June 30, 2015
				Interest						Interest
$ in millions (net of tax)	Power			Rate Hedge			Power			Rate Hedge
Beginning accumulated derivative gains in AOCI	$	22.5		$	17.5		$	1.0		$	18.2
Net gains / (losses) associated with current period hedging transactions	(8.5		)	—			1.7			—
Net gains / (losses) reclassified to earnings
Interest expense	—			(0.2		)	—			(0.4		)
Revenues	(13.0		)	—			(1.9		)	—
Purchased power	2.4			—			0.3			—
Ending accumulated derivative gains in AOCI	$	3.4		$	17.3		$	1.1		$	17.8

	Six months ended						Six months ended
	June 30, 2016						June 30, 2015
				Interest						Interest
$ in millions (net of tax)	Power			Rate Hedge			Power			Rate Hedge
Beginning accumulated derivative gains in AOCI	$	9.2		$	17.5		$	0.2		$	18.3
Net gains associated with current period hedging transactions	13.0			—			1.8			—
Net gains / (losses) reclassified to earnings
Interest expense	—			(0.2		)	—			(0.5		)
Revenues	(24.0		)	—			(2.1		)	—
Purchased power	5.2			—			1.2			—
Ending accumulated derivative gains in AOCI	$	3.4		$	17.3		$	1.1		$	17.8

Portion expected to be reclassified to earnings in the next twelve months ^(a)	$	(3.1	)	$	(0.6	)
Maximum length of time that we are hedging our exposure to variability in future cash flows related to forecasted transactions (in months)	18			0

~~Other~~(a)The ~~costs~~actual ~~primarily~~amounts ~~include~~that ~~RPM~~we ~~capacity,~~reclassify ~~other~~from ~~PJM~~AOCI ~~and~~to ~~rate~~earnings ~~case~~related ~~costs~~to ~~and~~power ~~alternative~~can ~~energy~~differ ~~costs~~from ~~that~~the ~~are~~estimate ~~being~~above ~~recovered~~due ~~or are expected~~ to bemarket ~~recovered~~price ~~over various periods~~changes.

~~Regulatory~~Derivatives ~~Liabilities~~ not designated as hedges

~~Estimated~~Certain ~~costs~~derivative ofcontracts ~~removal~~are –entered ~~regulated~~into ~~property~~on ~~reflect~~a anregular ~~estimate~~basis as part of ~~amounts~~our ~~collected~~risk inmanagement ~~customer~~program ~~rates~~but do not qualify for ~~costs~~hedge ~~that~~accounting or the normal purchase and sales exceptions under FASC 815. Accordingly, such contracts are ~~expected~~recorded toat befair ~~incurred~~value with changes in the ~~future~~fair value charged or credited to ~~remove~~the ~~existing~~Condensed ~~transmission~~Consolidated ~~and~~Statements ~~distribution~~of ~~property~~Operations ~~from~~in ~~service~~the ~~when~~period in which the ~~property~~change occurred. This is ~~retired~~commonly referred to as “MTM accounting. ” Contracts we enter into as part of our risk management program may be settled financially, by physical delivery, or net settled with the counterparty. FTRs, heating oil futures, natural gas, and certain forward power contracts are currently marked to market.

~~Postretirement~~Certain ~~benefits represent the~~ qualifying ~~FASC~~derivative ~~715~~instruments ~~“Compensation~~have –been ~~Retirement~~designated ~~Benefits”~~as ~~gains~~normal ~~related~~purchases toor ~~our~~normal ~~regulated~~sales ~~operations that~~contracts, ~~for~~as ~~ratemaking~~provided ~~purposes,~~under ~~are probable of being reflected in future rates~~GAAP. We Derivative ~~recognize~~contracts anthat ~~asset~~have ~~for~~been adesignated ~~plan’s~~as ~~overfunded~~normal ~~status~~purchases or anormal ~~liability~~sales ~~for~~under aGAAP ~~plan’s~~are ~~underfunded~~not ~~status,~~subject ~~and~~to ~~recognize,~~MTM asaccounting aand ~~component~~are ofrecognized ~~OCI, the changes~~ in the ~~funded~~Condensed ~~status~~Consolidated ofStatements ~~the plan that arise during the year that are not recognized as a component~~ of ~~net~~Operations ~~periodic~~on ~~benefit~~an ~~cost. This~~accrual ~~regulatory liability represents the regulated portion that would otherwise be reflected as a gain to OCI~~basis.

4. Ownership of Coal-fired Facilities

DP&L has undivided ownership interests in seven coal-fired electric generating facilities and numerous transmission facilities with certain other Ohio utilities. Certain expenses, primarily fuel costs for the generating units, are allocated to the owners based on the energy taken. The remaining expenses, investments in fuel inventory, plant materials and operating supplies, and capital additions are allocated to the owners in accordance with their respective ownership interests. As of March 31, 2013, DP&L had $39.0 million of construction work in process at such jointly owned facilities. DP&L’s share of the operating cost of such facilities is included within the corresponding line in the Condensed Consolidated Statements of Results of Operations and DP&L’s share of the investment in the facilities is included within Total net property, plant and equipment in the Condensed Consolidated Balance Sheets. Each joint owner provides their own financing for their share of the operations and capital expenditures of the jointly owned units and stations.

~~DP&L’s~~Table ~~undivided~~of ~~ownership interest in such facilities as well as our wholly owned coal-fired Hutchings Station at March 31, 2013 is as follows:~~ Contents

	DP&L Share			DP&L Investment
Jointly owned production units and stations:	Ownership(%)	Summer Production Capacity (MW)	Gross Plant in Service($ in millions)		Accumulated Depreciation($ in millions)		Construction Work in Process($ in millions)		SCR and FGD Equipment Installed and in Service (Yes/No)
Beckjord Unit 6	50.0	207	$	1	$	1	$	-	No
Conesville Unit 4	16.5	129		42		4		12	Yes
East Bend Station	31.0	186		8		3		3	Yes
Killen Station	67.0	402		301		4		9	Yes
Miami Fort Units 7 and 8	36.0	368		212		9		3	Yes
Stuart Station	35.0	808		202		7		10	Yes
Zimmer Station	28.1	365		169		15		2	Yes
Transmission (at varying percentages)		n/a		40		2		-
Total		2,465	$	975	$	45	$	39
Wholly owned production station:
Hutchings Station	100.0	365	$	-	$	-	$	-	No

Regulatory Assets and Liabilities

~~Currently,~~In ~~our~~accordance ~~coal-fired~~with ~~generation~~regulatory ~~units~~accounting atunder ~~Hutchings~~GAAP, ~~and~~a ~~Beckjord~~cost door ~~not~~loss ~~have~~that ~~SCR~~is ~~and~~probable ~~FGD~~of ~~emission-control~~recovery ~~equipment~~in ~~installed. DP&L~~future ~~owns~~rates ~~100%~~should ofbe ~~the~~deferred ~~Hutchings~~as ~~Station~~a regulatory asset and ~~has~~revenue or a ~~50%~~gain ~~interest~~that inis ~~Beckjord~~probable ~~Unit~~of ~~6. On~~being ~~July~~returned ~~15,~~to ~~2011,~~customers ~~Duke~~should ~~Energy~~be deferred as a regulatory liability. Therefore, a ~~co-owner~~portion atof ~~Beckjord~~the ~~Unit~~heating 6,oil ~~filed~~futures ~~their~~are ~~Long-term~~assigned ~~Forecast~~to ~~Report~~the ~~with~~retail jurisdiction and deferred as a regulatory asset or liability until the ~~PUCO~~contracts settle. ~~The~~ If ~~plan~~these ~~indicated~~unrealized ~~that~~gains ~~Duke~~and ~~Energy~~losses ~~plans~~are no longer deemed to ~~cease~~be ~~production~~probable atof ~~the~~recovery ~~Beckjord~~through ~~Station~~our rates, ~~including~~they ~~our~~will ~~jointly~~be ~~owned~~reclassified ~~Unit~~into 6,earnings in ~~December~~the ~~2014. This~~period ~~was~~such ~~followed~~determination byis amade. Beginning ~~notification~~January by1, ~~the~~2016, ~~joint~~we ~~owners~~no tolonger ~~PJM~~assign any portion of athe ~~planned~~heating ~~June~~oil 1,futures ~~2015~~to ~~deactivation~~our ofretail ~~this~~jurisdiction ~~station. Beckjord~~as ~~Unit~~all 6of ~~was~~our ~~valued~~SSO atretail ~~zero~~sales atare sourced through the ~~Merger~~competitive ~~date~~bid process.

~~DP&L~~The ~~has~~following ~~informed~~tables ~~PJM~~present ~~that~~the ~~Hutchings~~amount ~~Unit 4 has incurred damage to a rotor~~ and ~~will~~classification bewithin ~~deactivated~~the onCondensed ~~June~~Consolidated 1,Statements ~~2013. In~~of ~~addition,~~Operations ~~DP&L~~or ~~has~~Condensed ~~notified~~Consolidated ~~PJM~~Balance ~~that~~Sheets of the ~~remaining~~gains ~~coal-fired~~and ~~units~~losses ~~at Hutchings Station will be deactivated~~ on ~~June~~DPL’s 1,derivatives ~~2015. The decision to deactivate these remaining coal-fired units has been made because these units are~~ not ~~equipped~~designated ~~with~~as ~~the~~hedging ~~advanced~~instruments ~~environmental~~for ~~control technologies needed to comply with~~ the ~~MATS,~~three and ~~the~~six ~~expected~~months ~~cost~~ended ~~of compliance with MATS for these units would exceed the expected return. Additionally~~June 30, ~~conversion~~2016 ofand ~~the coal-fired units to natural gas was investigated, but the cost of investment exceeded the expected return.~~ 2015:

DPL revalued DP&L’s investment in the above plants at the estimated fair value for each plant at the Merger date.



For the three months ended June 30, 2016
$ in millions	FTRs		Power			Natural Gas		Total
Change in unrealized gain	$	0.2	$	2.6		$	0.5	$	3.3
Realized gain / (loss)	0.2		(2.4		)	0.7		(1.5		)
Total	$	0.4	$	0.2		$	1.2	$	1.8
Recorded in Income Statement: gain / (loss)
Revenues	$	—	$	(5.3	)	$	—	$	(5.3	)
Purchased power	0.4		5.5			1.2		7.1
Total	$	0.4	$	0.2		$	1.2	$	1.8



For the three months ended June 30, 2015
$ in millions	Heating Oil			FTRs			Power			Total
Change in unrealized gain / (loss)	$	0.1		$	(0.8	)	$	1.2		$	0.5
Realized loss	(0.1		)	—			(1.5		)	(1.6		)
Total	$	—		$	(0.8	)	$	(0.3	)	$	(1.1	)
Recorded in Income Statement: gain / (loss)
Revenues	$	—		$	(0.8	)	$	(2.8	)	$	(3.6	)
Purchased power	—			—			2.5			2.5
Total	$	—		$	(0.8	)	$	(0.3	)	$	(1.1	)



For the six months ended June 30, 2016
$ in millions	FTRs		Power			Natural Gas		Total
Change in unrealized gain	$	0.4	$	1.2		$	0.3	$	1.9
Realized gain / (loss)	0.4		(2.9		)	0.5		(2.0		)
Total	$	0.8	$	(1.7	)	$	0.8	$	(0.1	)
Recorded in Income Statement: gain / (loss)
Revenues	$	—	$	(6.6	)	$	—	$	(6.6	)
Purchased power	0.8		4.9			0.8		6.5
Total	$	0.8	$	(1.7	)	$	0.8	$	(0.1	)

~~5. Debt~~Table ~~Obligations~~ of Contents

Long-term debt



For the six months ended June 30, 2015
$ in millions	Heating Oil			FTRs			Power			Natural Gas			Total
Change in unrealized gain / (loss)	$	0.2		$	0.1		$	(1.7	)	$	0.1		$	(1.3	)
Realized loss	(0.1		)	(0.1		)	(3.8		)	(0.1		)	(4.1		)
Total	$	0.1		$	—		$	(5.5	)	$	—		$	(5.4	)
Recorded on Balance Sheet: gain
Regulatory asset	$	0.1		$	—		$	—		$	—		$	0.1
Recorded in Income Statement: gain / (loss)
Revenue	—			—			(7.7		)	—			(7.7		)
Purchased power	—			—			2.2			—			2.2
Total	$	0.1		$	—		$	(5.5	)	$	—		$	(5.4	)

$ in millions	March 31, 2013		December 31, 2012
Pollution control series maturing in January 2028 - 4.7%	$	36.1	$	36.1
Pollution control series maturing in January 2034 - 4.8%		179.6		179.6
Pollution control series maturing in September 2036 - 4.8%		96.3		96.3
U.S. Government note maturing in February 2061 - 4.2%		18.3		18.3
Capital lease obligations		0.1		0.1
Total long-term debt at subsidiary		330.4		330.4
Bank term loan-maturing in August 2014 - variable rates: 2.46% - 2.47% and 2.22% - 2.47% (a)		425.0		425.0
Senior unsecured bonds maturing October 2016 - 6.5%		450.0		450.0
Senior unsecured bonds maturing October 2021 - 7.3%		800.0		800.0
Note to DPL Capital Trust II maturing in September 2031 - 8.125%		19.6		19.6
Total non-current portion - long-term debt - DPL	$	2,025.0	$	2,025.0

DPL has elected not to offset derivative assets and liabilities and not to offset net derivative positions against the right to reclaim cash collateral pledged (an asset) or the obligation to return cash collateral received (a liability) under derivative agreements.

~~Current~~The ~~portion~~following tables summarize the derivative positions presented in the balance sheet where a right of ~~long-term~~offset ~~debt~~ exists under these arrangements and related cash collateral received or pledged. The following table presents the fair value and balance sheet classification of DPL’s derivative instruments at June 30, 2016:

$ in millions	March 31, 2013			December 31, 2012
Fair Values of Derivative Instruments
First mortgage bonds maturing in October 2013 - 5.125%	$	479.7		$	484.5
at June 30, 2016
Pollution control series maturing in November 2040 - variable rates: 0.10% - 0.16% and 0.04% - 0.26% (a)		100.0			100.0
						Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
U.S. Government note maturing in February 2061 - 4.2%		0.1			0.1
$ in millions	Hedging Designation		Gross Fair Value as presented in the Condensed Consolidated Balance Sheets			Financial Instruments with Same Counterparty in Offsetting Position			Cash Collateral			Net Balance Fair Value
Capital lease obligations		0.3			0.3
Assets
Total current portion - long-term debt - DPL	$	580.1		$	584.9
Short-term derivative positions (presented in Other prepayments and current assets)
Forward power contracts	Designated		$	13.9		$	(11.3	)	$	—		$	2.6
Forward power contracts	Not designated		13.8			(12.1		)	—			1.7
Natural gas futures	Not designated		0.3			—			—			0.3
FTRs	Not designated		0.1			—			—			0.1
Long-term derivative positions (presented in Other deferred assets)
Forward power contracts	Designated		9.1			(4.8		)	—			4.3
Forward power contracts	Not designated		2.5			(1.4		)	—			1.1
Total assets			$	39.7		$	(29.6	)	$	—		$	10.1
Liabilities
Short-term derivative positions (presented in Other current liabilities)
Forward power contracts	Designated		$	19.4		$	(11.3	)	$	(8.0	)	$	0.1
Forward power contracts	Not designated		19.5			(12.1		)	(3.1		)	4.3
Long-term derivative positions (presented in Other deferred credits)
Forward power contracts	Designated		4.9			(4.8		)	—			0.1
Forward power contracts	Not designated		1.4			(1.4		)	—			—
Total liabilities			$	45.2		$	(29.6	)	$	(11.1	)	$	4.5

(a) Range of interest rates for the three months ended March 31, 2013 and the twelve months ended December 31, 2012, respectively.

At March 31, 2013, maturities of long-term debt, including capital lease obligations, are as follows:

$ in millions
Due within one year	$	570.4
Due within two years		425.2
Due within three years		0.1
Due within four years		450.1
Due within five years		0.2
Thereafter		1,152.8
Total maturities		2,598.8
Unamortized premiums and discounts		6.3
Total long-term debt	$	2,605.1

Premiums or discounts recognized at the Merger date are amortized over the remaining 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~~Table ~~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 standby letter of credit facility, which expires in December 2013, is irrevocable and has no subjective acceleration clauses. If the standby letter of credit expires, this would trigger a mandatory tender of all of the outstanding bonds, therefore, we have reflected these outstanding bonds as a current liability. DP&L is currently working to refinance this standby letter of credit. Though not yet finalized it is expected that the new facility will be for three to five years under terms that are substantially similar to those of the existing facility. We currently have secured all of the bank commitments necessary to extend this facility and intend to finalize the amendment during the second quarter of 2013. Fees associated with this standby letter of credit facility were not material during the three months ended March 31, 2013 and 2012. Contents

~~On April 20, 2010, DP&L entered into a $200.0 million unsecured revolving credit agreement with a syndicated bank group.~~ The ~~agreement~~following ~~provides~~table ~~DP&L~~presents ~~with~~ the ~~ability~~fair tovalue ~~increase~~and ~~the~~balance ~~size~~sheet classification of ~~the~~DPL’s ~~facility~~derivative byinstruments an additional $50.0 million. This agreement, originally for a three year term expiring on April 20, 2013, was extended through May 31, 2013 by an amendment dated April 11, 2013. DP&L had no outstanding borrowings under this credit facility at ~~March 31, 2013 and~~ December 31, 2012. Fees associated with this revolving credit facility were not material during the three months ended March 31, 2013 and 2012. This facility also contains a $50.0 million letter of credit sublimit. As of March 31, 2013, DP&L had no outstanding letters of credit against this facility. 2015:

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, 2013 and December 31, 2012. Fees associated with this revolving credit facility were not material during the three months ended March 31, 2013 and 2012. This facility also contains a $50.0 million letter of credit sublimit. As of March 31, 2013, DP&L had no outstanding letters of credit against this facility.



Fair Values of Derivative Instruments
at December 31, 2015
				Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
$ in millions	Hedging Designation	Gross Fair Value as presented in the Condensed Consolidated Balance Sheets		Financial Instruments with Same Counterparty in Offsetting Position			Cash Collateral			Net Balance Fair Value
Assets
Short-term derivative positions (presented in Other prepayments and current assets)
Forward power contracts	Designated	$	16.2	$	(7.1	)	$	—		$	9.1
Forward power contracts	Not designated	7.3		(5.5		)	—			1.8
FTRs	Not designated	0.2		(0.2		)	—			—

Long-term derivative positions (presented in Other deferred assets)
Forward power contracts	Designated	3.0		(2.4		)	—			0.6
Forward power contracts	Not designated	4.0		(2.7		)	—			1.3
Total assets		$	30.7	$	(17.9	)	$	—		$	12.8

Liabilities
Short-term derivative positions (presented in Other current liabilities)
Forward power contracts	Designated	$	7.1	$	(7.1	)	$	—		$	—
Forward power contracts	Not designated	14.5		(5.5		)	(8.0		)	1.0
FTRs	Not designated	0.5		(0.2		)	—			0.3

Long-term derivative positions (presented in Other deferred credits)
Forward power contracts	Designated	2.7		(2.4		)	—			0.3
Forward power contracts	Not designated	2.7		(2.7		)	—			—
Total liabilities		$	27.5	$	(17.9	)	$	(8.0	)	$	1.6

~~Prior~~Credit to the expiration of the DP&L amended revolving credit facility (that is now scheduled to expire on May 31, 2013) and in no case later than the end of the second quarter of 2013, DP&L intends to enter into a new $275.0 million to $350.0 million revolving credit facility and to extinguish both of the existing DP&L revolving credit facilities discussed above. It is expected that this new facility will have a three to five year term and an option to further increase the potential borrowing. The terms and conditions of this new revolving credit facility have not been finalized, but it is expected that they will be substantially similar to those of the existing DP&L revolving credit facilities. As of the date of filing of this quarterly report on Form 10risk-Q,related ~~DP&L~~contingent ~~has the bank commitments required to close the new DP&L revolving credit facility.~~ features

OnCertain ~~March~~of 1,our ~~2011,~~OTC ~~DP&L~~commodity ~~completed~~derivative ~~the~~contracts ~~purchase~~are ofunder ~~$18.7~~master ~~million~~netting ofagreements ~~electric~~that ~~transmission~~contain ~~and~~provisions ~~distribution~~that ~~assets~~require ~~from~~us ~~the~~to ~~federal~~post ~~government~~collateral ~~that~~if ~~are~~our ~~located~~credit atratings ~~the~~drop ~~Wright-Patterson~~below ~~Air~~certain ~~Force Base~~thresholds. ~~DP&L~~ We ~~financed~~have ~~the~~crossed ~~acquisition~~that ofthreshold ~~these assets~~ with aone ~~note~~counterparty ~~payable~~ to the ~~federal~~derivative ~~government~~instruments ~~that~~and isthey ~~payable~~could ~~monthly~~request ~~over~~that 50we ~~years~~post ~~and~~collateral ~~bears~~of ~~interest~~$0.9 million at ~~4.2%~~this ~~per annum~~time.

OnThe ~~August~~aggregate ~~24,~~fair ~~2011,~~value of DPL’s ~~entered~~commodity ~~into~~derivative ainstruments ~~$125.0~~that ~~million~~were ~~unsecured~~in ~~revolving credit agreement with~~ a ~~syndicated~~MTM ~~bank~~loss ~~group. This~~position ~~agreement~~at ~~is for a three year term expiring on August 24~~June 30, ~~2014. The~~2016 ~~size of the facility~~ was ~~reduced from~~ $~~125~~45.02 million. to $7511.01 million ~~as part~~ of ancollateral ~~amendment~~was ~~dated~~posted ~~October~~directly ~~19,~~with ~~2012~~third ~~that~~parties ~~was negotiated between DPL~~ and ~~the~~in ~~syndicated~~a ~~bank~~broker ~~group. DPL~~margin ~~had~~account nowhich ~~outstanding~~offsets ~~borrowings~~our ~~under~~loss ~~this~~positions ~~credit~~on ~~facility~~the atforward ~~March 31, 2013 and December 31, 2012~~contracts. ~~Fees~~ This ~~associated~~liability ~~with~~position ~~this~~is ~~revolving~~further ~~credit~~offset ~~facility~~by ~~were not material during~~ the ~~three~~asset ~~months~~position ~~ended~~of ~~March~~counterparties ~~31,~~with ~~2013~~master ~~and~~netting ~~2012. This~~agreements ~~facility may also be used to issue letters~~ of ~~credit up to the~~ $7529.06 million ~~limit~~. As Since ofour ~~March~~debt ~~31,~~is ~~2013~~below investment grade, ~~DPL~~we ~~had~~could nohave ~~outstanding~~to ~~letters~~post ofcollateral ~~credit~~for ~~against~~the ~~this~~remaining ~~facility~~$4. 5 million.

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 $425.0 million available under the facility at March 31, 2013 and December 31, 2012. Fees associated with this term loan were not material during the three months ended March 31, 2013 and 2012.

Prior to the end of the second quarter, DPL intends to enter into a new $75.0 million to $150.0 million revolving credit facility and to extinguish the existing $75.0 million facility. It is expected that this new facility will have a three to five year term and an option to further increase the potential borrowing. Contemporaneously, DPL intends to refinance a portion of its $425.0 million term loan, and repay the balance of the currently outstanding term loan with cash. The terms and conditions of this new revolving credit facility and new term loan have not been finalized, but it is expected they will be at market for these types of transactions. As of the date of filing

~~this~~Table ~~quarterly report on Form 10-Q, DPL has secured all~~ of ~~the bank commitments required to close the new DPL revolving credit facility and the new DPL term loan.~~ Contents

~~DPL’s~~Note ~~unsecured~~5 ~~revolving~~– credit agreement and DPL’s unsecured term loan each have two financial covenants, one of which was changed as part of amendments dated October 19, 2012, to the facilities negotiated between DPL and the syndicated bank groups. The first financial covenant, originally a Total Debt to Capitalization ratio, was changed, effective September 30, 2012, to a Total Debt to EBITDA ratio. The Total Debt to EBITDA ratio is calculated, at the end of each fiscal quarter, by dividing total debt at the end of the current quarter by consolidated EBITDA for the four prior fiscal quarters.

The second financial covenant is an EBITDA to Interest Expense ratio. The EBITDA to Interest Expense ratio is calculated, at the end of each fiscal quarter, by dividing EBITDA for the four prior fiscal quarters by the consolidated interest charges for the same period.



	Interest		June 30,			December 31,
$ in millions	Rate	Maturity	2016			2015
First mortgage bonds	1.875%	2016	$	445.0		$	445.0
Pollution control series	4.8%	2036	100.0			100.0
Pollution control series - rates from 1.29% - 1.31% and 1.13% - 1.17% (a)		2020	200.0			200.0
U.S. Government note	4.2%	2061	18.0			18.1
Unamortized deferred financing costs			(3.4		)	(5.0		)
Unamortized debt discount and premiums, net			(3.5		)	(3.6		)
Total long-term debt at subsidiary			756.1			754.5

Bank term loan - rates from 2.67% - 2.71% and 2.44% - 2.67% (a)		2020	125.0			125.0
Senior unsecured bonds	6.5%	2016	57.0			130.0
Senior unsecured bonds	6.75%	2019	200.0			200.0
Senior unsecured bonds	7.25%	2021	780.0			780.0
Note to DPL Capital Trust II (b)	8.125%	2031	15.6			15.6
Unamortized deferred financing costs			(9.8		)	(11.1		)
Unamortized debt discounts and premiums, net			(0.6		)	(0.7		)
Total long-term debt			1,923.3			1,993.3
Less: current portion			(514.0		)	(572.8		)
Total long-term debt			$	1,409.3		$	1,420.5

~~The~~(a) ~~amendments,~~Range ~~dated~~of ~~October~~interest ~~19,~~rates ~~2012,~~for to the ~~facilities~~six ~~negotiated~~months ~~between~~ended ~~DPL~~June ~~and the syndicated bank groups~~30, ~~restrict~~2016 ~~dividend payments from DPL to AES~~ and ~~adjust~~ the ~~cost~~twelve ofmonths ~~borrowing~~ended ~~under~~December ~~the~~31, ~~facilities~~2015, respectively.

In(b) ~~connection~~Note ~~with~~payable ~~the closing of the Merger, DPL assumed $1,250.0 million of debt that Dolphin Subsidiary II, Inc., a subsidiary of AES, issued on October 3, 2011~~ to ~~partially~~related ~~finance the Merger~~party. ~~The~~ ~~$1,250.0~~See ~~million~~Note ~~was~~9 ~~issued~~– inRelated ~~two~~Party ~~tranches. The~~Transactions ~~first~~for ~~tranche~~additional ~~was $450~~information.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~~Premiums ~~all~~or ~~property,~~discounts ~~plant~~recognized ~~and~~at ~~equipment of DP&L is subject to~~ the ~~lien~~date of the ~~mortgage~~Merger ~~securing~~are ~~DP&L’s~~amortized ~~First~~over ~~and Refunding Mortgage, dated October 1, 1935, with~~ the ~~Bank~~remaining oflife ~~New York Mellon as Trustee. DP&L filed for approval to refinance the $470.0 million~~ of ~~first mortgage bonds maturing in October 2013 with~~ the ~~PUCO~~debt onusing ~~April 12, 2013. Subsequent to~~ the ~~receipt~~effective ofinterest ~~this approval and no later than the end of the third quarter of 2013, DP&L intends to refinance these bonds~~method.

~~6. Income~~Significant ~~Taxes~~ transactions

~~The~~On ~~following~~February ~~table~~5, ~~details~~2016, $73.0 million of DPL's $130.0 million 6.5% Senior Unsecured Notes Due 2016 were redeemed under the ~~effective~~indenture's ~~tax~~make-whole ~~rates~~call provision, which allows for the ~~three~~bonds ~~months~~to ~~ended~~be ~~March~~called 31prior to maturity with a make-whole payment as determined by discounting the bond's future cash flow by a similarly maturing U.S. Treasury bond's yield plus 50 basis points. On the call date, ~~2013~~principal ~~and~~plus ~~2012~~the make-whole payment due totaled $75. 4 million, which was paid with cash on hand.

	Three months ended March 31,
	2013	2012
DPL	23.2%	26.0%

Debt covenants and restrictions

~~Income~~DP&L’s ~~tax~~unsecured ~~expense~~revolving ~~for~~credit ~~the~~agreement ~~three~~and ~~months~~Bond ~~ended~~Purchase ~~March~~and ~~31,~~Covenants ~~2013~~Agreement ~~and~~have ~~2012~~two ~~was~~financial ~~calculated~~covenants. The ~~using~~first ~~the~~financial ~~estimated~~covenant ~~annual~~measures ~~effective~~Total ~~income~~Debt ~~tax~~to ~~rates~~Total ~~for~~Capitalization. ~~2013~~The ~~and~~Total ~~2012~~Debt ofto ~~30.2%~~Total ~~and~~Capitalization ~~25.6%,~~ratio ~~respectively. Management~~is ~~estimates~~calculated, at the ~~annual~~end ~~effective~~of ~~tax~~each ~~rate~~fiscal ~~based~~quarter, onby ~~its~~dividing ~~forecast~~total ofdebt ~~annual~~at ~~pre-tax~~the ~~income. To~~end of the ~~extent~~quarter ~~that~~by ~~actual~~total ~~pre-tax~~capitalization ~~results~~at ~~for~~the end of the ~~year~~quarter. The ~~differ~~second ~~from~~financial ~~the~~covenant ~~forecasts~~ratio ~~applied~~compares EBITDA to ~~the~~Interest ~~most~~Expense. The ~~recent~~EBITDA ~~interim~~to ~~period~~Interest Expense ratio is calculated, at the ~~rates~~end ~~estimated~~of ~~could~~each befiscal ~~materially~~quarter, ~~different~~by ~~from~~dividing EBITDA for the ~~actual~~four ~~effective~~prior ~~tax~~fiscal ~~rates~~quarters by the consolidated interest charges for the same period.

~~For~~The ~~the~~cost ~~three~~of ~~months~~borrowing ~~ended~~under ~~March 31, 2013, DPL’~~DP&L's ~~current~~unsecured ~~period~~revolving ~~effective~~credit ~~rate~~agreement isand ~~less~~Bond ~~than~~Purchase ~~the~~and ~~estimated~~Covenants ~~annual~~Agreement ~~effective~~adjust ~~rate~~under ~~due~~certain ~~primarily~~credit torating ~~a favorable resolution of the 2008 IRS examination in the first quarter of 2013~~scenarios. ~~The decrease in the effective rate compared to the same period in 2012 is also primarily due to the resolution of the 2008 IRS examination.~~

~~Deferred~~DPL’s ~~tax~~revolving ~~liabilities~~credit ~~for~~agreement ~~DPL~~and ~~increased~~term byloan ~~approximately~~have ~~$23~~two financial covenants.3 The ~~million~~first ~~during~~financial ~~the~~covenant, ~~three~~a ~~months~~Total ~~ended~~Debt ~~March~~to 31EBITDA ratio, ~~2013~~is ~~primarily~~calculated ~~related~~at the end of each fiscal quarter by dividing total debt at the end of the current quarter by consolidated EBITDA for the four prior fiscal quarters. The second financial covenant, an EBITDA to Interest Expense ratio, is calculated, at the ~~resolution~~end of each fiscal quarter, by dividing EBITDA for the ~~2008~~four ~~IRS~~prior ~~examination~~fiscal quarters by the consolidated interest charges for the same period.

The IRS began an examination of our 2008 Federal income tax return during the second quarter of 2010. The results of the examination were approved by the Joint Committee on Taxation on January 18, 2013. As a result of the examination, DPL received a refund of $19.9 million and recorded a $1.2 million reduction to income tax expense.

~~7. Pension~~Table ~~and~~of ~~Postretirement Benefits~~ Contents

The cost of borrowing under DPL's revolving credit agreement and term loan adjust under certain credit rating scenarios. DPL’s revolving credit agreement, term loan, and senior unsecured notes due 2019 restrict dividend payments from DPL to AES.

Substantially all property, plant & equipment of DP&L is subject to the lien of the mortgage securing DP&L’s First and Refunding Mortgage.

Note 6 – Income Taxes

The following table details the effective tax rates for the three and six months ended June 30, 2016 and 2015.



	Three months ended		Six months ended
	June 30,		June 30,
	2016	2015	2016	2015
DPL	39.2%	28.2%	39.5%	28.8%

Income tax expense for the six months ended June 30, 2016 and 2015 was calculated using the estimated annual effective income tax rates for 2016 and 2015 of 38.8% and 31.2%, respectively. For the three and six months ended June 30, 2016 and 2015, management estimated the annual effective tax rate based on its forecast of annual pre-tax income. To the extent that actual pre-tax results for the year differ from the forecasts applied to the most recent interim period, the rates estimated could be materially different from the actual effective tax rates.

For the three and six months ended June 30, 2016, DPL’s current period effective tax rate was greater than the estimated annual effective rate primarily due to a change in its uncertain tax positions. The increase in the annual effective rate compared to the same period in 2015 is primarily due to a forecasted pre-tax loss in the 2016 tax year.

Note 7 – Benefit Plans

DP&L sponsors a defined benefit pension plan for the vast majority of its employees.

We generally fund pension plan benefits as accrued in accordance with the minimum funding requirements of ~~the Employee Retirement Income Security Act of 1974 (~~ERISA) and, in addition, make voluntary contributions from time to time. There were no$5.0 million in employer contributions made during the ~~three~~six months ended ~~March 31~~June 30, ~~2013~~2016 orand ~~2012~~no contributions during the six months ended June 30, 2015.

The amounts presented in the following tables for pension include ~~both~~ the collective bargaining plan formula, the traditional management plan formula, the cash balance plan formula and the SERP, in the aggregate. The amounts presented for postretirement include both health and life insurance. The pension and postretirement costs below have not been adjusted for amounts billed to the Service Company for former DP&L employees who are now employed by the Service Company but are still participants in the DP&L plan. See Note 9 – Related Party Transactions.

The net periodic benefit cost~~/(income)~~ of the pension and postretirement benefit plans for the three and six months ended ~~March 31~~June 30, ~~2013~~2016 and ~~2012~~2015 was:

Net Periodic Benefit Cost / (Income)	Pension						Postretirement
Net Periodic Benefit Cost	Pension
	Three months ended March 31,			Three months ended March 31,			Three months ended March 31,			Three months ended March 31,
	Three months ended								Six months ended
$ in millions	2013			2012			2013			2012
	June 30,								June 30,
Service cost	$	1.8		$	1.5		$	0.1		$	0.1
$ in millions	2016				2015				2016			2015
Interest cost		3.9			4.3			0.2			0.3
Service cost	$	1.4			$	1.8			$	2.8		$	3.6
Expected return on assets (a)		(5.9)			(5.7)			(0.1)			(0.1)
Interest cost	3.7				4.3				7.4			8.6
Amortization of unrecognized:
Expected return on plan assets	(5.7		)		(5.6		)		(11.4		)	(11.3		)
Actuarial loss / (gain)		1.2			1.2			(0.1)			(0.2)
Amortization of unrecognized:
Prior service cost	0.5	~~0.4~~			0.45			-	1.0		-	1.0
Net periodic benefit cost / (income)	$	1.4		$	1.7		$	0.1		$	0.1
Actuarial loss	1.1				1.4				2.1			2.9
Net periodic benefit cost	$	1.0			$	2.4			$	1.9		$	4.8

(a) For purposes of calculating the expected return on pension plan assets, under GAAP, the market-related value of assets (MRVA) is used. GAAP requires that the difference between actual plan asset returns and estimated plan asset returns be included in the MRVA equally over a period not to exceed five years. We use a methodology under which we include the difference between actual and estimated asset returns in the MRVA equally over a three year period. The MRVA used in the calculation of expected return on pension plan assets for the 2013 and 2012 net periodic benefit cost was approximately $346.0 million and $336.0 million, respectively.

Benefit payments, which reflect future service, are expected to be paid as follows:
Estimated Future Benefit Payments and Medicare Part D Reimbursements
$ in millions	Pension		Postretirement
2013	$	16.6	$	1.7
2014		22.5		2.2
2015		23.0		2.0
2016		23.3		1.9
2017		23.7		1.7
2018 - 2022		124.4		6.8

8. Fair Value Measurements

The fair values of our financial instruments are based on published sources for pricing when possible. We rely on valuation models only when no other methods exist. The value of our financial instruments represents our best estimates of the fair value, which may not be the value realized in the future.

~~The~~Table ~~following table presents the fair value and cost~~ of ~~our non-derivative instruments at March 31, 2013 and December 31, 2012. See also Note 9 for the fair values of our derivative instruments.~~ Contents

	At March 31,						At December 31,
Net Periodic Benefit Cost	Postretirement
	2013						2012
	Three months ended						Six months ended
$ in millions	Cost			Fair Value			Cost			Fair Value
	June 30,						June 30,
Assets
$ in millions	2016			2015			2016			2015
Money Market Funds	$	0.2		$	0.2		$	0.2		$	0.2
Service cost	$	0.1		$	—		$	0.1		$	—
Equity Securities		4.0			5.7			4.0			5.1
Interest cost	0.1			0.1			0.2			0.3
Debt Securities		4.5			4.9			4.6			5.0
Expected return on plan assets	—			—			—			—
Multi-Strategy Fund		0.3			0.3			0.3			0.3
Amortization of unrecognized:
Total Assets	$	9.0		$	11.1		$	9.1		$	10.6
Prior service cost	—			—			—			—
Liabilities
Actuarial gain	(0.2		)	(0.1		)	(0.3		)	(0.2		)
Debt	$	2,605.1		$	2,705.4		$	2,609.9		$	2,707.1
Net periodic benefit cost	$	—		$	—		$	—		$	0.1

~~These~~Benefit ~~financial~~payments ~~instruments are not subject to master netting agreements or collateral requirements~~ and asMedicare ~~such~~Part ~~are~~D ~~presented~~reimbursements, inwhich ~~the~~reflect ~~Condensed~~future ~~Consolidated Balance Sheet at their gross fair value~~service, ~~except~~are ~~for~~estimated ~~Debt~~to ~~which~~be ispaid ~~presented~~as ~~at amortized cost.~~ follows:

Debt



$ in millions	Pension		Postretirement
2016	$	12.3	$	0.8
2017	25.2		1.6
2018	25.8		1.5
2019	26.3		1.4
2020	26.7		1.4
2021 - 2025	134.8		5.7

~~The~~Note ~~carrying~~8 ~~value~~– ofContractual DPL’s debt was adjusted to fair value at the Merger date. Unrealized gains or losses are not recognized in the financial statements because debt is presented at the value established at the Merger dateObligations, ~~less~~Commercial ~~amortized~~Commitments ~~premium or discount. The debt amounts include the current portion payable in the next twelve months~~ and ~~have maturities that range from 2013 to 2061.~~ Contingencies

~~Master Trust Assets~~ Guarantees

~~DP&L~~In ~~established a Master Trust to hold assets that could be used for~~ the ~~benefit~~normal course of ~~employees~~business, ~~participating~~DPL inenters ~~employee~~into ~~benefit~~various ~~plans. These~~agreements ~~assets~~with ~~are~~its ~~primarily comprised of open~~wholly-~~ended~~owned ~~mutual~~subsidiary, ~~funds~~AES ~~which~~Ohio ~~are~~Generation, ~~valued~~providing ~~using~~financial ~~the~~or ~~net~~performance ~~asset~~assurance ~~value~~to ~~per~~third ~~unit~~parties. These ~~investments~~agreements are ~~recorded~~entered atinto ~~fair~~primarily ~~value~~to ~~within~~support ~~Other~~or ~~deferred~~enhance ~~assets~~the oncreditworthiness ~~the~~otherwise ~~balance~~attributed ~~sheets~~to ~~and~~these ~~classified~~subsidiaries ason ~~available~~a ~~for~~stand-alone ~~sale. Any~~basis, ~~unrealized~~thereby ~~gains~~facilitating orthe ~~losses~~extension ~~are~~of ~~recorded~~sufficient incredit ~~AOCI~~to ~~until~~accomplish ~~the~~these ~~securities~~subsidiaries’ ~~are~~intended ~~sold~~commercial purposes.

At June 30, 2016, DPL had $114.26 million ~~($0.8 million~~of ~~after~~guarantees ~~tax)~~on behalf of ~~unrealized~~AES ~~gains~~Ohio ~~and~~Generation ~~immaterial~~to ~~unrealized~~third ~~losses~~parties onfor ~~the~~future ~~Master~~financial ~~Trust~~or ~~assets~~performance inassurance ~~AOCI~~under atsuch ~~March~~agreements. The ~~31,~~guarantee ~~2013~~arrangements entered into by DPL with these third parties cover select present and ~~$0.7~~future ~~million~~obligations ~~($0~~of AES Ohio Generation to such beneficiaries and are terminable by DPL upon written notice to the beneficiaries within a certain time.5 ~~million~~The ~~after~~carrying ~~tax)~~amount of ~~unrealized~~obligations ~~gains~~for ~~immaterial~~commercial ~~unrealized~~transactions ~~losses~~covered by these guarantees recorded in ~~AOCI~~our Condensed Consolidated Balance Sheets was $2.1 million and $0.5 million at ~~December~~June 30, 2016 and December 31, ~~2012~~2015, respectively.

~~$0.1~~To ~~million~~date, ~~($0.1~~DPL ~~million~~has ~~after~~not ~~tax)~~incurred any losses related to the guarantees of ~~various~~AES ~~investments~~Ohio ~~were~~Generation’s ~~sold~~obligations ~~during~~and ~~the~~we ~~quarter~~believe it is remote that DPL would be required to ~~facilitate~~perform ~~the~~or ~~distribution~~incur ofany ~~benefits~~losses ~~and~~in the ~~unrealized~~future ~~gains~~associated ~~were~~with ~~reversed~~any ~~into~~of ~~earnings~~the above guarantees.

~~Net~~Equity ~~Asset~~Ownership ~~Value (NAV) per Unit~~ Interest

~~The~~DP&L ~~following~~owns ~~table~~a ~~discloses~~4.9% ~~the~~equity ~~fair~~ownership ~~value~~interest ~~and~~in ~~redemption~~OVEC, ~~frequency~~which ~~for those assets whose fair value~~ is ~~estimated~~recorded using the ~~NAV~~cost ~~per~~method ~~unit as~~ of ~~March~~accounting ~~31,~~under ~~2013~~GAAP. As ~~and~~of ~~December~~June 30, 312016, ~~2012. These~~DP&L ~~assets~~could ~~are~~be ~~part~~responsible offor the ~~Master~~repayment ~~Trust~~of 4. ~~Fair~~9%, ~~values~~or ~~estimated~~$75.3 ~~using~~million, ~~the~~of ~~NAV~~a ~~per unit are considered Level 2 inputs within the fair value hierarchy~~$1,537.4 ~~unless~~million ~~they~~debt ~~cannot~~obligation bethat ~~redeemed~~has atmaturities ~~the~~from ~~NAV~~2018 ~~per~~to ~~unit~~2040. This onwould ~~the~~only ~~reporting~~happen ~~date. Investments~~if ~~that~~OVEC ~~have~~defaulted ~~restrictions~~ on ~~the~~its ~~redemption~~debt ~~of the investments are Level 3 inputs~~payments. As of ~~March 31~~June 30, ~~2013~~2016, ~~DPL~~we ~~did not~~ have ~~any~~no ~~investments~~knowledge ~~for~~of ~~sale~~such at a ~~price different from the NAV per unit~~default.

Commercial Commitments and Contractual Obligations

There have been no material changes, outside the ordinary course of business, to our commercial commitments and to the information disclosed in the contractual obligations table in our Form 10-K for the fiscal year ended December 31, 2015.

Contingencies

In the normal course of business, we are subject to various lawsuits, actions, proceedings, claims and other matters asserted under various laws and regulations. We believe the amounts provided in our Condensed Consolidated

Fair Value Estimated Using Net Asset Value per Unit
$ in millions	Fair Value at March 31, 2013		Fair Value at December 31, 2012		Unfunded Commitments		Redemption Frequency
Money Market Fund (a)	$	0.2	$	0.2	$	-	Immediate
Equity Securities (b)		5.7		5.1		-	Immediate
Debt Securities (c)		4.9		5.0		-	Immediate
Multi-Strategy Fund (d)		0.3		0.3		-	Immediate
Total	$	11.1	$	10.6	$	-

Table of Contents

~~(a) This~~Financial ~~category~~Statements, ~~includes~~as ~~investments~~prescribed inby ~~high-quality~~GAAP, ~~short-term~~are ~~securities. Investments~~adequate in ~~this~~light ~~category~~of the probable and estimable contingencies. However, there can be ~~redeemed~~no ~~immediately~~assurances atthat the ~~current~~actual ~~NAV~~amounts required to satisfy alleged liabilities from various legal proceedings, claims, tax examinations and other matters discussed below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in our Condensed Consolidated Financial Statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of June 30, 2016, cannot be reasonably determined.

~~(b) This~~Environmental category includes investments in hedge funds representing an S&P 500 Index and the Morgan Stanley Capital International U.S. Small Cap 1750 Index. Investments in this category can be redeemed immediately at the current NAV per unit. Matters

~~(c) This~~DPL’s ~~category~~and ~~includes~~DP&L’s ~~investments~~facilities inand ~~U.S.~~operations ~~Treasury~~are ~~obligations~~subject ~~and~~to ~~U.S.~~a ~~investment~~wide ~~grade~~range ~~bonds. Investments~~of infederal, ~~this~~state ~~category~~and ~~can~~local beenvironmental ~~redeemed~~regulations ~~immediately~~and atlaws. The ~~the~~environmental ~~current~~issues ~~NAV~~that ~~per~~may ~~unit.~~affect us include:

~~(d) This~~• ~~category~~The ~~includes~~federal ~~investments~~CAA inand ~~stocks,~~state ~~bonds~~laws and ~~short-term~~regulations ~~investments~~(including inState aImplementation ~~mix~~Plans) ofwhich ~~actively~~require ~~managed~~compliance, ~~funds. Investments~~obtaining inpermits ~~this~~and ~~category~~reporting ~~can~~as beto ~~redeemed~~air ~~immediately at the current NAV per unit.~~ emissions;

~~Fair~~• ~~Value~~Litigation ~~Hierarchy~~ with federal and certain state governments and certain special interest groups regarding whether modifications to or maintenance of certain coal-fired generating stations require additional permitting or pollution control technology, or whether emissions from coal-fired generating stations cause or contribute to climate change;

~~Fair~~• ~~value~~Rules isand ~~defined~~future asrules ~~the~~issued ~~exchange~~by ~~price~~the ~~that~~USEPA ~~would~~and ~~be received for an asset or paid to transfer a liability (an exit price) in~~ the ~~principal~~Ohio orEPA ~~most~~that ~~advantageous~~require ~~market~~substantial ~~for~~reductions ~~the asset or liability~~ in anSO2, ~~orderly~~particulates, ~~transaction~~mercury, ~~between~~acid ~~market~~gases, ~~participants~~NOx, onand ~~the~~other ~~measurement~~air ~~date~~emissions. ~~The~~ ~~fair~~DP&L ~~value~~has ~~hierarchy~~installed ~~requires~~emission ancontrol ~~entity~~technology ~~to maximize the use of observable inputs~~ and ~~minimize~~is ~~the~~taking ~~use~~other ofmeasures ~~unobservable~~to ~~inputs~~comply ~~when~~with ~~measuring~~required ~~fair~~and ~~value. These~~anticipated ~~inputs are then categorized as Level 1 (quoted prices in active markets for identical assets or liabilities)~~reductions; ~~Level 2 (observable inputs such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active); or Level 3 (unobservable inputs).~~

~~Valuations~~• ofRules ~~assets~~ and ~~liabilities~~future ~~reflect~~rules ~~the~~issued ~~value~~by of the ~~instrument~~USEPA, ~~including~~ the ~~values~~Ohio ~~associated~~EPA ~~with~~or ~~counterparty~~other ~~risk. We~~authorities ~~include~~that ~~our~~require ~~own~~reporting ~~credit risk~~ and ~~our~~reductions ~~counterparty’s credit risk in our calculation~~ of ~~fair value using global average default rates based on an annual study conducted by a large rating agency.~~ GHGs;


•	Rules and future rules issued by the USEPA associated with the federal Clean Water Act, which prohibits the discharge of pollutants into waters of the United States except pursuant to appropriate permits; and


•	Solid and hazardous waste laws and regulations, which govern the management and disposal of certain waste. The majority of solid waste created from the combustion of coal and fossil fuels consists of fly ash and other coal combustion by-products.

Note 9 – Related Party Transactions

Service Company

Effective January 1, 2014, the Service Company began providing services including operations, accounting, legal, human resources, information technology and other corporate services on behalf of companies that are part of the U.S. SBU, including, among other companies, DPL and DP&L. The Service Company allocates the costs for these services based on cost drivers designed to result in fair and equitable allocations. This includes ensuring that the regulated utilities served, including DP&L, are not subsidizing costs incurred for the benefit of other businesses.

Benefit plans

DPL has an agreement with AES or one of its affiliates to participate in a group benefits program, including but not limited to, health, dental, vision and life benefits. AES or its affiliate administers the financial aspects of the group insurance program, receives all premium payments from the participating affiliates, and makes all vendor payments.

~~The~~Table ~~fair value~~ of ~~assets and liabilities at March 31, 2013 and December 31, 2012 measured on a recurring basis and the respective category within the fair value hierarchy for DPL was determined as follows:~~ Contents

Assets and Liabilities Measured at Fair Value on a Recurring Basis
			Level 1		Level 2		Level 3
$ in millions	Fair Value at March 31, 2013		Based on Quoted Prices in Active Markets		Other Observable Inputs		Unobservable Inputs
Assets
Master Trust Assets
Money Market Funds	$	0.2	$	0.2	$	-	$	-
Equity Securities		5.7		-		5.7		-
Debt Securities		4.9		-		4.9		-
Multi-Strategy Fund		0.3		-		0.3		-
Total Master Trust Assets		11.1		0.2		10.9		-
Derivative Assets
Heating Oil Futures		0.2		0.2		-		-
Forward Power Contracts		5.8		-		5.8		-
Total Derivative Assets		6.0		0.2		5.8		-
Total Assets	$	17.1	$	0.4	$	16.7	$	-
Liabilities
Derivative Liabilities
Interest Rate Hedge	$	23.2	$	-	$	23.2	$	-
Forward Power Contracts		23.3		-		23.3		-
Total Derivative Liabilities		46.5		-		46.5		-
Long-term Debt		2,705.4		-		2,686.6		18.8
Total Liabilities	$	2,751.9	$	-	$	2,733.1	$	18.8

The following table provides a summary of these transactions:



	Three months ended				Six months ended
	June 30,				June 30,
$ in millions	2016		2015		2016		2015
Transactions with the Service Company
Charges for services provided	$	11.5	$	9.8	$	23.1	$	19.6
Charges to the Service Company	$	1.1	$	2.8	$	2.3	$	3.9
Transactions with other AES affiliates:

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