UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8‑-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~February~~ 22March 13, ~~2016~~2017

Commission	Registrant, State of Incorporation	Employer	~~Employer~~
File Number	Address and Telephone Number	~~Address~~Identification ~~and Telephone Number~~No.	~~Identification No.~~
1-9052	DPL INC.	31-1163136	~~31-1163136~~
	(An Ohio corporation)
	1065 Woodman Drive
	Dayton, 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
	937-224-6000
	937-259-7215

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

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On March 13, 2017, DPL Inc. (“DPL”) and The Dayton Power and Light Company (“DP&L”), a subsidiary of DPL and The AES Corporation (“AES”), entered into an Amended Stipulation and Recommendation (the “Amended Settlement”) with various intervening parties and the Staff of the Public Utilities Commission of Ohio (“PUCO”) with respect to DP&L’s electric security plan pending at the PUCO. The Amended Settlement amends a prior Stipulation and Recommendation (the “Original Settlement”), which had been entered into on January 30, 2017, with various intervening parties, and previously disclosed in a Current Report on Form 8-K filed by DPL and DP&L with the Securities and Exchange Commission on February 3, 2017.

The Amended Settlement is subject to, and conditioned upon, approval by the PUCO. In addition to addressing energy rates, riders and other matters, the Amended Settlement also includes certain other commitments. The Amended Settlement would provide for a six-year electric security plan and, in addition to other items, provides for, or requires, the following:


•	Bypassable standard offer energy rates for DP&L’s customers based on competitive bid auctions.


•	A three-year non-bypassable Distribution Modernization Rider designed to collect $105 million in revenue per year to pay debt obligations at DPL and DP&L and position DP&L to modernize and/or maintain its transmission and distribution infrastructure, with an option for DP&L to file for an extension of the rider for an additional two years in an amount to be subsequently approved by the PUCO.


•	A non-bypassable Distribution Investment Rider to recover incremental distribution capital investments.

•

DP&L to transfer its generation assets and non-debt liabilities (the “Generation Separation Transaction”) to AES Ohio Generation, LLC, a subsidiary of DPL and affiliate of DP&L (“AES Ohio Gen”), within 180 days of the PUCO’s approval of the Amended Settlement, subject to approval of the Federal Regulatory Commission (“FERC”). DP&L’s application filed with the FERC to complete the Generation Separation Transaction is pending as of the time this report is filed.

•

DP&L (or its affiliate, in light of the proposed Generation Separation Transaction) to commence a sale process to sell its ownership interests in the following coal-fired generating plants to a third party, and for all sale proceeds to be used to pay debt of DPL and DP&L: (i) Zimmer - Unit 1, (ii) Miami Fort - Units 7 and 8; and (iii) Conesville - Unit 4. DP&L co-owns each of these coal-fired generating plants and the sale of a plant is subject to agreement by all the co-owners of the plant and FERC approval.


•	Restrictions on DPL making dividend payments to AES or AES Ohio Gen or tax-sharing payments to AES, and an obligation to convert existing tax payments owed by DPL to AES, and similar tax payments that accrue during the term of the electric security plan, into equity investments in DPL.


•	The threshold for DP&L’s Significantly Excessive Earnings Test, which measures DP&L’s earnings to determine whether there have been significantly excessive earnings during a

given calendar year, to continue to be 12% during the term of the electric security plan.


•	DP&L to implement a Smart Grid Rider, Economic Development Rider, Economic Development Fund, Reconciliation Rider, Regulatory Compliance Rider and certain other new, or changes to existing, riders and tariffs and competitive retail market enhancements.

Certain parties to the Amended Settlement are customers, or are organizations representing customers, of DP&L.

The foregoing description of the Amended Settlement is qualified in its entirety by reference to the Amended Settlement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. DP&L’s electric security plan docket, which includes copies of the Amended Settlement and Original Settlement, is available at the website of the PUCO at www.puco.ohio.gov by searching Case No. 16-0395-EL-SSO. The information on the website of the PUCO is not incorporated herein.

Item 7.01 Regulation FD Disclosure.

On ~~February~~March 2214, ~~2016~~2017, ~~The~~DP&L ~~Dayton~~issued ~~Power~~a ~~and~~press ~~Light~~release ~~Company~~announcing ~~(“DP&L”),~~the aAmended ~~wholly-owned~~Settlement. A ~~subsidiary~~copy of ~~The~~the ~~AES~~press ~~Corporation~~release ~~and~~is ~~the~~being ~~principal~~furnished ~~subsidiary~~as ofExhibit ~~DPL Inc~~99.,1 ~~issued~~attached ahereto ~~press~~and ~~release~~is ~~announcing~~incorporated ~~that~~by ~~DP&L~~reference ~~filed~~herein. ~~its~~Such ~~latest~~information ~~Electric~~is ~~Security~~being ~~Plan~~furnished ~~with~~pursuant ~~the~~to ~~Public~~Item ~~Utilities~~7.01 ~~Commission~~and ofshall ~~Ohio~~not onbe ~~February~~deemed 22“filed” for any purpose, ~~2016. A~~including ~~copy~~for the purposes of ~~the~~Section ~~press~~18 ~~release~~of isthe ~~attached~~Securities asExchange ~~Exhibit 99.1~~Act toof ~~this~~1934, ~~Current~~as ~~Report~~amended, onor ~~Form~~otherwise ~~8-K~~subject ~~and~~to ~~incorporated~~the ~~herein~~liabilities byof ~~reference~~that Section.

In connection with any sale of generation plants as contemplated by the Amended Settlement or otherwise, DPL and DP&L would expect to incur certain cash and non-cash charges, some or all of which could be material to the business and financial condition of DPL and DP&L.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 9910.1 ~~DP&L~~Amended ~~Press~~Stipulation ~~Release,~~and Recommendation dated ~~February~~March 2213, ~~2016~~2017


Exhibit 99.1	DP&L Press Release, dated March 14, 2017

Forward-Looking Statements

This current report contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements include, but are not limited to, statements regarding management’s intents, beliefs and current expectations and typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” “forecast,” “target,” “will,” “would,” “intend,” “believe,” “project,” “estimate,” “plan” and similar words. Such forward-looking statements include, but are not limited to, the occurrence or timing of generating plant operations, transfers, sales or retirements and other events contemplated by or related to the Amended Settlement, strategic objectives, business prospects, anticipated economic performance and financial condition, management’s expectations and other similar matters. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute current expectations based on reasonable assumptions. These assumptions include, but are not limited to, timing of events, accurate projections

of market conditions and regulatory rates, future interest rates, commodity prices, continued normal levels of operating performance and electricity volume at distribution companies and operational performance at generation businesses consistent with historical levels, as well as achievements of planned productivity improvements and incremental growth investments at normalized investment levels and expected rates of return.

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in DPL’s and DP&L’s filings with the Securities and Exchange Commission, including, but not limited to, the risks discussed under Item 1A “Risk Factors” in DPL’s and DP&L’s 2016 Annual Report on Form 10-K. Readers are encouraged to read DPL’s and DP&L’s filings to learn more about the risk factors associated with DPL’s and DP&L’s businesses. DPL and DP&L undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any security holder who desires copies of DPL or DP&L’s periodic reports filed with the Securities and Exchange Commission may obtain copies (excluding Exhibits) without charge by addressing a request to the Office of the Secretary, DPL Inc., 1065 Woodman Drive, Dayton, Ohio 45432. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made. Copies of such reports also may be obtained by visiting DPL’s website at www.dplinc.com.

SIGNATURE

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

		DPL INC.
	DPL Inc.
Date: February 22, 2016		By:	/s/ Judi L. Sobecki
Date: March 14, 2017	By:	/s/ Judi L. Sobecki
	Name:	~~Name:~~Judi L. Sobecki	~~Judi L. Sobecki~~
	Title:	~~Title:~~General Counsel and Secretary	~~General Counsel and Secretary~~

		THE DAYTON POWER AND LIGHT COMPANY
	The Dayton Power and Light Company
Date: February 22, 2016		By:	/s/ Judi L. Sobecki
Date: March 14, 2017	By:	/s/ Judi L. Sobecki
	Name:	~~Name:~~Judi L. Sobecki	~~Judi L. Sobecki~~
	Title:	~~Title:~~Vice President, General Counsel and Secretary	~~Vice President, General Counsel and Secretary~~

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