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1065 Woodman Drive, Dayton, Ohio 45432

www.dplinc.com

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Highlights

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Corporate Profile

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DPL Inc. is a diversified regional energy company. DPL’s principal subsidiaries include The Dayton Power & Light Company (DP&L) and DPL Energy. DP&L provides electric services to over 500,000 retail customers in West Central Ohio. DPL Energy markets over 4,400 megawatts of generation capacity throughout the eastern United States. DPL Inc., through its subsidiaries, ranks among the top energy companies in generation efficiency and productivity. Further information on DPL Inc. can be found at http://www.dplinc.com/.

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Investing in the Environment

DP&L has a strong track record of meeting environmental regulations in a cost-effective and responsible manner. In early 2004, the company completed its $175 million investment in selective catalytic reduction (SCR) control equipment, designed to reduce NOx emissions. With the help of DP&L’s early and aggressive procurement efforts, the project was completed at approximately 20% below the cost of current installations.

Pictured are Troy Williams, John Shaw and Fred Silvers at the base of Stuart Station’s 370-foot high cooling tower. With its natural air draft system, the cooling tower lowers the temperature of water heated during the production process so it can be safely and efficiently recycled.

To Our Shareholders

We are pleased to provide you with this Annual Report for the year 2003 as well as to report to you on important initiatives to make your Company stronger in all aspects. These initiatives reflect the commitment of DPL’s new management team, our full Board of Directors, and all of our employees to ensuring the highest standards of service to our customers, excellence in corporate governance, integrity in financial reporting, and value for our shareholders.
Financially, 2003 was a solid year for your Company. DPL reported basic earnings per share of $1.24 in 2003 versus $0.76 per share in 2002. DPL’s net income and cash flow from
image006a.jpg operations improved over 2002, in spite of increased operating costs primarily resulting from electric production costs and corporate expenses. Through 2003, liquidity remained strong with $338 million in cash and $140 million in public securities as of December 31, 2003. With these solid financials, the Board declared a 2% dividend increase, from $0.94 to $0.96 per share in December 2003.

Thank You for Your Patience

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During the past six months, we undertook a thorough and time-consuming review of DPL’s financial statements for the past three years. We appreciate the patience of our shareholders during this period. We are grateful for the confidence you have shown in DPL, and as your new Chairman and Chief Executive Officer, we assure you that we share a deep commitment to the success of your Company.
This review delayed the filing of our Securities and Exchange Commission (SEC) Form 10-K for 2003 and resulted in restatement adjustments to previously filed annual reports for years 2001 and 2002. Complete details related to these restatement adjustments are included in the enclosed Form 10-K.
Concurrent with the filing of our 2003 financial statements, we immediately announced the resumption of our dividend payments. We recognize how important the dividend is to our shareholders and regret its delay.
We also thank our employees for remaining focused and dedicated to performing the job at hand, delivering quality customer service and running our plants at peak performance.

Strengthening Your Company

On May 16, 2004, the Board of Directors took decisive and sweeping actions to protect and further the interests of all DPL stakeholders. Our actions included the appointment of Robert Biggs as Chairman, W August Hillenbrand as non-executive Vice Chairman, and James Mahoney as Chief Executive Officer. The Board further reinforced its commitment to full disclosure, an increased level of stakeholder communication and sound internal controls.
Since that time, we have taken significant steps to further strengthen your Company.

Corporate Governance First, we continue to implement best practices for ongoing corporate governance. We have rebuilt our Board of Directors with individuals of accomplishment and diversity of experience. We recently announced the addition of four new Board members – Glenn Harder, Retired General Lester Lyles, Dr. Ned Sifferlen, and James Mahoney. These individuals add an outstanding combination of financial expertise, industry knowledge and community leadership. Eight of the ten Board members are now independent directors under rules of the New York Stock Exchange.
In addition, the Chairman of the Board will remain separate from the Chief Executive Officer. With the addition of new directors, we will revamp our committee chairs and assignments. Directors will undergo orientation, ongoing education programs and performance evaluations. They will also have frequent interaction with management and make periodic visits to operating units.

Board Oversight The Board will continue its active participation in the development of corporate strategy and the tracking of operational results. We will review management performance, plans to build second tier bench strength, and management’s analysis of important operational and industry challenges and opportunities. We have adopted new corporate risk management and investment policies. And, we have made great progress on the recommendations generated by the independent investigation of an employee’s concerns.

Financial Asset Portfolio Review The Board is undertaking a thorough review of the financial asset portfolio with the assistance of Morgan Stanley. The financial portfolio is broadly diversified and currently generating strong cash flow. We will consider a range of strategic options, with no preconceived outcome other than what is in the best interests of our shareholders. In addition, all accounting and financial reporting responsibilities for the portfolio have been consolidated under the supervision and oversight of the Chief Financial Officer and Controller.

DPL – Fundamentally Sound

As we look at DPL today, it is clear this is a strong company, organizationally, operationally and financially. We move forward with solid fundamentals:

  • Changes in senior management and the introduction of new Board members bring fresh perspectives to corporate governance and management initiatives that will strengthen the Company.
  • Our generating plants and delivery system consistently win high marks for efficiency and low costs.
  • We provide our customers with reliable service at prices that have not increased in a decade and will remain stable at least through 2008.
  • Our service territory is economically resilient. We have a strong and diverse customer base that produces roughly $1 billion in annual revenue.
  • The financial asset portfolio continues to be self-funding and is valued at approximately $1 billion.

This strong foundation will serve us well as the management team focuses on the basics of running the energy business. We believe there are four key issues that will require careful planning, close oversight and periodic adjustments.

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Record Production, Outstanding Reliability

In 2003, DP&L generating plants established an all-time record in electricity production while meeting operational, cost control and safety goals. Pictured is the 600 megawatt turbine at the DP&L-operated Killen Station, which ran a station record 162 consecutive days during 2003 and into 2004. DP&L’s Stuart Station Unit 4 also ran for more than 100 continuous days, a streak which only ended when the unit was intentionally taken off line for planned maintenance.

Pictured left to right: Bob Young, Gwen Hines, Bob Spires, Steve Owens.

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Leveraging Technology

During 2003, DP&L continued to utilize new technology to deliver quality service while controlling costs.

Here, DP&L’s Dave Harris uses a specially equipped vehicle to read some of the company’s 81,000 remote-controlled electric meters. As he drives down the street, automated meters beam the meter reading to the vehicle via radio signals. DP&L can read 1,000 automated meters in an hour at one tenth the cost of reading traditional meters.

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Steady Growth

DP&L, the regulated electric utility, serves more than 500,000 customers throughout 24 counties in West Central Ohio, generating a steady annual revenue stream of approximately $1 billion. During 2003, new home construction remained strong in the region, up 5.8% over 2002.

Pictured left to right: Scott Kelly, Aaron Cozatt, Kelly Millhouse, Brian Frost.

They are fuel procurement, environmental compliance, operating in the PJM regional transmission organization (RTO), and managing the rate stabilization plan.

Fuel Procurement We burn approximately eight million tons of coal per year at our DPL-operated plants. Managing this expense in a volatile fuel market with the proper balance of short- and long-term contracts is one of our highest priorities.

Environmental Compliance DPL is committed to maintaining our strong environmental performance in a cost-effective manner. With our early purchasing efforts, we recently completed a $175 million NOx-reduction investment at costs approximately 20% below current installations. We plan to bring this same focus on cost and productivity to future required environmental programs.

The PJM Market As we announced on September 30, 2004, we have successfully integrated DPL’s transmission system into the PJM RTO. As a low-cost producer, we believe our participation will create new opportunities with respect to our ability to provide customers with reliable, cost-effective power.

DPL’s Rate Stabilization Plan DPL was the first utility in Ohio to gain approval of its rate stabilization plan. It provides customers with fixed prices through 2005 and rate stability through 2008. At the same time, it provides DPL with the opportunity to recover increased costs associated with environmental compliance, fuel, taxes and security.

We are making appropriate risk management and organizational changes to enhance our ability to manage these and other critical operational issues going forward. We will keep you updated as to our progress through information posted on our website, news releases and quarterly earnings conference calls made available to all at http://www.dplinc.com/.

In closing, the Company performed well in 2003 and responded effectively to significant challenges over the spring and summer. We look to the future with excitement and optimism. The Board of Directors, the new leadership and the 1,500 employees of DPL are committed to providing our customers with quality service while delivering to you, our shareholders, the solid returns you’ve come to expect from DPL.

Once again, thank you for your confidence and support.

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Supporting our Community

Dayton Power and Light (DP&L) and its employees have a long history of serving West Central Ohio. In 1985, DP&L established The Dayton Power and Light Company Foundation as a means to reinvest in the communities it serves and contribute to the region’s overall quality of life. Annually, the Foundation donates more than $1 million to a variety of civic, cultural, and youth organizations, placing particular emphasis on those that have an educational focus.

Pictured are Ginny Strausburg, DP&L Foundation Executive Director, and Felecia Brown, DPL Financial Activities, at Dayton’s new Schuster Performing Arts Center. The DP&L Foundation is one of the many organizations that made this new state-of-the-art facility a reality.

Corporate Information

Transfer Agent and Registrar

Common Stock and
DP&L Preferred Stock

Securities Transfer, Dividend
Reinvestment Shareholder Inquiries
.
EquiServe
P.O. Box 43010
Providence, Rhode lsland 02940
(781) 575-3100
(800) 736-3001
http://www.equiserve.com/

Trustee DP&L First Mortgage Bonds
The Bank of New York
Corporate Trust Administration
101 Barclay Street
New York, New York 10286
Also interest paying agent

Securities Listing
The New York Stock Exchange
is the only national securities exchange
on which DPL Inc. Common Stock is
listed. The trading symbol is DPL.

Federal Income Tax Status of
2003 Dividend Payments

Dividends paid in 2003 on Common
and Preferred Stock are fully taxable
as dividend income.

Annual Meeting
The Annual Meeting of Shareholders
will be held at The Mandalay Banquet
Center, 2700 East River Road,
Dayton, Ohio 45439, on Wednesday,
December 22, at 10:00 a.m. Eastern
Standard Time.

Form 10-K Report
DPL Inc. reports details concerning
its operations and other matters
annually to the Securities and
Exchange Commission on Form10-K,
which will be supplied upon
request. Please direct inquiries to
DPL Shareholder Services.

DPL Inc.
1065 Woodman Drive
Dayton, Ohio 45432
(937) 224-6000

DPL Shareholder Services
(937) 259-7150 (800) 322-9244

Analyst Inquiries
(937) 259-7208

Directors

Robert D. Biggs
Chairman, DPL Inc. and DP&L
Retired Managing Partner
PricewaterhouseCoopers

Paul R. Bishop
Chairman and Chief Executive Officer
H-P Products, Inc.
Louisville, Ohio

James F. Dicke, II
Chairman and Chief Executive Officer
Crown Equipment Corporation
New Bremen, Ohio

Ernie Green
President and Chief Executive Officer
Ernie Green Industries
Dayton, Ohio

Jane G. Haley
Chairman, President and
Chief Executive Officer
Gosiger, Inc.
Dayton, Ohio

Glenn E. Harder
President
GEH Advisory Services
Former Executive Vice President and
Chief Financial Officer
Carolina Power and Light
Raleigh, North Carolina

W August Hillenbrand
Non-Executive Vice-Chairman, DPL Inc.
Principal
Hillenbrand Capital Partners
Retired President and
Chief Executive Officer
Hillenbrand Industries
Batesville, Indiana

Lester L. Lyles
Retired General
U.S. Air Force
Former Commander of the
Air Force Materiel Command
Dayton, Ohio

James V. Mahoney
President and Chief Executive Officer
DPL Inc. and DP&L
Dayton, Ohio

Dr. Ned J. Sifferlen
President Emeritus
Sinclair Community College
Dayton, Ohio

Officers DPL Inc. & DP&L

James V. Mahoney (59/1)
President and Chief Executive Officer
DPL Inc. and DP&L

Miggie E. Cramblit (49/1)
Vice President and General Counsel
DPL Inc. and DP&L

Pamela Holdren (42/4)
Treasurer and
Interim Chief Financial Officer
DPL Inc. and DP&L

Arthur G. Meyer (54/12)
Vice President
DPL Inc. and DP&L

Gary G. Stephenson (39/1)
Vice President, Commercial Operations
DPL Inc. and DP&L

Patricia K. Swanke (45/14)
Vice President, Transmission &
Distribution Operations
DP&L

Daniel L. Thobe (53/1)
Corporate Controller
DPL Inc. and DP&L

W. Steven Wolff (51/3)
President, Power Production
DPL Inc. and DP&L
Age/Years of Service)
Officers DPL Inc. & DP&L