CINERGY CORP.
~~CONDENSED~~ AND SUBSIDIARY COMPANIES

CINERGY CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)

(unaudited)

	Successor			Predecessor
	Three Months			Three Months			Three Months			Six Months
	Ended			Ended			Ended			Ended
	June 30, 2006			March 31, 2006			June 30, 2005			June 30, 2005

Operating Revenues
Non-regulated electric, natural gas, natural gas liquids, and other	$	464,481		$	551,658		$	366,883		$	747,282
Regulated electric	750,149			702,701			591,625			1,160,544
Regulated natural gas and natural gas liquids	93,238			321,316			92,640			392,747
Total operating revenues	1,307,868			1,575,675			1,051,148			2,300,573

Operating Expenses
Natural gas and petroleum products purchased	50,993			232,006			56,089			264,689
Operation, maintenance, and other	360,071			400,358			305,100			585,782
Fuel used in electric generation and purchased power	531,296			416,531			298,716			590,224
Costs of fuel resold	39,986			146,298			93,087			178,849
Depreciation and amortization	183,777			162,039			148,756			298,801
Property and other taxes	70,739			86,083			64,056			141,897
Total operating expenses	1,236,862			1,443,315			965,804			2,060,242

(Losses) Gains on Sales of Other Assets and Other, net	(5,227		)	26,069			39,535			70,345

Operating Income	65,779			158,429			124,879			310,676

Other Income and Expenses
Equity in earnings of unconsolidated affiliates	5,606			4,095			13,576			18,411
Other income and expenses, net	22,968			16,667			14,690			17,569
Total other income and expenses	28,574			20,762			28,266			35,980

Interest Expense	81,520			83,933			67,893			131,660
Preferred dividend requirement of subsidiaries	38			277			858			1,716

Income from Continuing Operations Before Income Taxes	12,795			94,981			84,394			213,280

Income Tax Expense from Continuing Operations	5,979			16,883			21,212			45,776

Income from Continuing Operations	6,816			78,098			63,182			167,504

(Loss) Income from Discontinued Operations, net of tax	(6,071		)	4,759			(12,474		)	560

Cumulative Effect of a Change in Accounting Principle, net of tax	—			(3,493		)	—			—

Net Income	$	745		$	79,364		$	50,708		$	168,064

See Notes to Unaudited Consolidated Financial Statements

CINERGY CORP.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

(unaudited)

ASSETS

	Successor		Predecessor
	June 30,		December 31,
	2006		2005

Current Assets
Cash and cash equivalents	$	121,010	$	146,056
Receivables (net of allowance for doubtful accounts of $7,747 at June 30, 2006 and $4,767 at December 31, 2005)	611,955		1,659,411
Inventory	308,673		473,440
Assets held for sale	1,252,563		15,803
Unrealized gains on mark-to-market and hedging transactions	81,022		1,002,131
Other	130,270		398,096
Total current assets	2,505,493		3,694,937

Investments and Other Assets
Restricted funds held in trust	261,088		301,800
Investments in unconsolidated affiliates	499,248		479,466
Goodwill	4,127,697		33,352
Intangible assets	977,058		310,294
Notes receivable	158,933		171,325
Unrealized gains on mark-to-market and hedging transactions	110,266		306,959
Assets held for sale	426,111		18,412
Other	234,790		208,214
Total investments and other assets	6,795,191		1,829,822

Property, Plant, and Equipment
Cost	16,920,605		15,990,864
Less accumulated depreciation and amortization	4,363,848		5,477,782
Net property, plant, and equipment	12,556,757		10,513,082

Regulatory Assets and Deferred Debits
Deferred debt expense	76,071		91,538
Regulatory assets related to income taxes	84,551		98,146
Other	1,265,701		926,315
Total regulatory assets and deferred debits	1,426,323		1,115,999

Total Assets	$	23,283,764	$	17,153,840

See Notes to Unaudited Consolidated Financial Statements

CINERGY CORP.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

(unaudited)

LIABILITIES AND ~~SHAREHOLDERS’~~COMMON STOCKHOLDER’S EQUITY

March 31

December 31

2006

2005

(dollars in thousands)

(unaudited)

Current Liabilities

Accounts payable

$
1,347,350

$
1,879,528

Accrued taxes

156,688

219,469

Accrued interest

86,034

64,725

Notes payable and other short-term obligations (Note 4)

1,090,765

923,600

Long-term debt due within one year

704,850

360,730

Energy risk management current liabilities

464,358

1,010,585

Other

158,093

185,221

Total Current Liabilities

4,008,138

4,643,858

Non-Current Liabilities

Long-term debt

4,285,611

4,459,695

Deferred income taxes

1,502,784

1,523,070

Unamortized investment tax credits

88,677

90,852

Accrued pension and other postretirement benefit costs

719,347

729,221

Regulatory liabilities

565,481

546,047

Energy risk management non-current liabilities

330,061

338,514

Other

244,287

184,569

Total Non-Current Liabilities

7,736,248

7,871,968

Liabilities of Discontinued Operations (Note 8)

25,727

28,876

Commitments and Contingencies

Total Liabilities

11,770,113

12,544,702

Cumulative Preferred Stock of Subsidiaries

Not subject to mandatory redemption

11,258

31,743

Common Stock Equity

Common stock - $.01 par value; authorized shares — 600,000,000; issued shares — 200,653,988 at March 31, 2006, and 199,707,338 at December 31, 2005; outstanding shares — 200,507,375 at March 31, 2006, and 199,565,684 at December 31, 2005

2,007

1,997

Paid-in capital

3,017,579

2,982,625

Retained earnings

1,673,739

1,721,716

Treasury shares at cost — 146,613 shares at March 31, 2006, and 141,654 shares at December 31, 2005

(5,047
)
(4,823
)
Accumulated other comprehensive loss

(114,015
)
(124,120
)
Total Common Stock Equity

4,574,263

4,577,395

Total Liabilities and Shareholders’ Equity

$
16,355,634

$
17,153,840

	Successor			Predecessor
	June 30,			December 31,
	2006			2005

Current Liabilities
Accounts payable	$	657,624		$	1,647,106
Notes payable and commercial paper	1,271,590			923,600
Taxes accrued	62,934			219,469
Interest accrued	75,608			64,725
Liabilities associated with assets held for sale	825,019			5,721
Current maturities of long-term debt and preferred stock	385,369			360,730
Unrealized losses on mark-to-market and hedging transactions	91,827			1,010,585
Other	248,307			417,643
Total current liabilities	3,618,278			4,649,579

Long-term Debt	4,592,755			4,459,694

Deferred Credits and Other Liabilities
Deferred income taxes	1,813,882			1,523,070
Investment tax credit	86,502			90,852
Accrued pension and other postretirement benefit costs	1,279,117			729,221
Regulatory liabilities	624,924			546,047
Unrealized losses on mark-to-market and hedging transactions	91,613			341,671
Liabilities associated with assets held for sale	278,009			23,155
Asset retirement obligations	59,611			57,425
Other	336,171			123,988
Total deferred credits and other liabilities	4,569,829			3,435,429

Commitments and Contingencies
Cumulative Preferred Stock of Subsidiaries Not Subject to Mandatory Redemption	—			31,743

Common Stockholder’s Equity
Common stock, $.01 par value; 1,000 shares authorized, 100 shares issued and outstanding at June 30, 2006; 600,000,000 shares authorized, 199,707,338 shares issued, and 199,565,684 shares outstanding at December 31, 2005	—			1,997
Paid-in capital	10,542,958			2,982,625
Retained earnings	745			1,721,716
Treasury shares at cost – 0 shares at June 30, 2006 and 141,654 shares at December 31, 2005	—			(4,823		)
Accumulated other comprehensive loss	(40,801		)	(124,120		)
Total common stockholder’s equity	10,502,902			4,577,395

Total Liabilities and Common Stockholder’s Equity	$	23,283,764		$	17,153,840

~~The accompanying notes as they relate~~See Notes to ~~Cinergy Corp. are an integral part of these condensed consolidated financial statements.~~Unaudited Consolidated Financial Statements

CINERGY CORP.
~~CONDENSED~~

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON ~~STOCK~~STOCKHOLDER’S EQUITY AND COMPREHENSIVE INCOME (LOSS)

Accumulated

Total

Other

Common

Common

Paid-in

Retained

Treasury

Comprehensive

Stock

Stock

Capital

Earnings

Stock

Income (Loss)

Equity

(dollars in thousands, except per share amounts)

(unaudited)

Quarter Ended March 31, 2006

Balance at January 1, 2006 (199,565,684 shares)

$
1,997

$
2,982,625

$
1,721,716

$
(4,823
)
$
(124,120
)
$
4,577,395

Comprehensive income:

Net income

79,364

79,364

Other comprehensive income, net of tax effect of $(5,413)

Foreign currency translation adjustment

120

120

Unrealized gain on investment trusts

1,530

1,530

Minimum pension liability adjustment

916

916

Cash flow hedges

7,539

7,539

Total comprehensive income

89,469

Issuance of common stock — net (946,650 shares)

10

28,862

28,872

Treasury shares purchased (4,959 shares)

(224
)

(224
)
Dividends on common stock ($0.64 per share)

(127,314
)

(127,314
)
Other

6,092

(27
)

6,065

Ending balance at March 31, 2006 (200,507,375 shares)

$
2,007

$
3,017,579

$
1,673,739

$
(5,047
)
$
(114,015
)
$
4,574,263

Quarter Ended March 31, 2005

Balance at January 1, 2005 (187,524,229 shares)

$
1,877

$
2,559,715

$
1,613,340

$
(4,336
)
$
(54,674
)
$
4,115,922

Comprehensive income:

Net income

117,356

117,356

Other comprehensive income (loss), net of tax effect of $2,431

Foreign currency translation adjustment

(5,838
)
(5,838
)
Unrealized loss on investment trusts

(1,175
)
(1,175
)
Cash flow hedges

1,856

1,856

Total comprehensive income

112,199

Issuance of common stock — net (10,475,010 shares)

104

353,753

353,857

Treasury shares purchased (9,585 shares)

(299
)

(299
)
Dividends on common stock ($0.48 per share)

(91,879
)

(91,879
)
Other

6,290

(113
)

6,177

Ending balance at March 31, 2005 (197,989,654 shares)

$
1,981

$
2,919,758

$
1,638,704

$
(4,635
)
$
(59,831
)
$
4,495,977

(dollars in thousands, except per share amounts)

(unaudited)

											Accumulated			Total
											Other			Common
	Common		Paid-in		Retained			Treasury			Comprehensive			Stockholder’s
	Stock		Capital		Earnings			Stock			Income (Loss)			Equity

Successor

Three Months Ended June 30, 2006

Balance at April 1, 2006	$	—	$	9,088,764	$	—		$	—		$	—		$	9,088,764

Net income					745									745
Other comprehensive loss, net of tax effect of $838
Foreign currency translation adjustment											315			315
Unrealized loss on investment trusts											(1,326		)	(1,326		)
Cash flow hedges											(134		)	(134		)
Total comprehensive loss														(400		)

Transfer of generating assets from Duke Energy(1)			1,452,191								(39,656		)	1,412,535
Other			2,003											2,003

Balance at June 30, 2006	$	—	$	10,542,958	$	745		$	—		$	(40,801	)	$	10,502,902


Predecessor

Three Months Ended March 31, 2006

Balance at January 1, 2006 (199,565,684 shares)	$	1,997	$	2,982,625	$	1,721,716		$	(4,823	)	$	(124,120	)	$	4,577,395

Net income					79,364									79,364
Other comprehensive income, net of tax effect of $(5,413)
Foreign currency translation adjustment											120			120
Unrealized gain on investment trusts											1,530			1,530
Minimum pension liability adjustment											916			916
Cash flow hedges											7,539			7,539
Total comprehensive income														89,469

Issuance of common stock, net (946,650 shares)	10		28,862											28,872
Treasury shares purchased (4,959 shares)								(224		)				(224		)
Dividends on common stock ($.64 per share)					(127,314		)							(127,314		)
Other			6,092		(27		)							6,065

Balance at March 31, 2006 (200,507,375 shares)	$	2,007	$	3,017,579	$	1,673,739		$	(5,047	)	$	(114,015	)	$	4,574,263

Six Months Ended June 30, 2005

Balance at January 1, 2005 (187,524,229 shares)	$	1,877	$	2,559,715	$	1,613,340		$	(4,336	)	$	(54,674	)	$	4,115,922

Net income			168,064											168,064
Other comprehensive income (loss), net of tax effect of $6,635
Foreign currency translation adjustment											(13,107		)	(13,107		)
Unrealized loss on investment trusts											(954		)	(954		)
Cash flow hedges											1,101			1,101
Total comprehensive income														155,104

Issuance of common stock, net (11,015,306 shares)	110		377,513											377,623
Treasury shares purchased (10,852 shares)								(430		)				(430		)
Dividends on common stock ($.96 per share)					(187,076		)							(187,076		)
Other			4,519		(275		)							4,244

Balance at June 30, 2005 (198,528,683 shares)	$	1,987	$	2,941,747	$	1,594,053		$	(4,766	)	$	(67,634	)	$	4,465,387

(1)Includes $39,656 (net of tax benefit of $23,793) related to deferred losses on terminated cash flow hedges included in Accumulated Other Comprehensive Income (Loss). See Note 12(b)(v) to the Consolidated Financial Statements.

~~The accompanying notes as they relate~~See Notes to ~~Cinergy Corp. are an integral part of these condensed consolidated financial statements.~~Unaudited Consolidated Financial Statements

CINERGY CORP.

7CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)

	Successor			Predecessor
	Three Months			Three Months			Six Months
	Ended			Ended			Ended
	June 30, 2006			March 31, 2006			June 30, 2005
Cash Flows from Operating Activities
Net income	$	745		$	79,364		$	168,064
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	185,868			163,793			306,011
Return on equity investments	11,887			4,857			—
(Gains) losses on sales of equity investments and other assets	5,227			(26,069		)	(70,345		)
Impairment charges	—			7,398			7,542
Deferred income taxes	61,198			(14,309		)	11,094
Equity in earnings of unconsolidated subsidiaries	(5,606		)	(4,095		)	(18,411		)
Accrued pension and postretirement benefit costs	33,310			32,330			57,800
Cumulative effect of change in accounting principle	—			3,493			—
Regulatory asset amortization	9,020			13,367			13,436
(Increase) decrease in:
Net realized and unrealized mark-to-market and hedging transactions	(20,872		)	(154,665		)	93,461
Receivables	189,570			503,549			209,790
Inventory	(44,630		)	102,863			(66,419		)
Other current assets	(68,913		)	8,498			(107,064		)
Increase (decrease) in:
Accounts payable	(59,585		)	(529,943		)	(92,575		)
Taxes accrued	(128,664		)	(60,576		)	(88,091		)
Other current liabilities	(280,646		)	21,309			4,543
Regulatory asset/liability deferrals	89,117			(21,465		)	(66,548		)
Other assets	214,636			56,245			49,111
Other liabilities	(116,590		)	(19,595		)	(93,897		)

Net cash provided by operating activities	75,072			166,349			317,502

Cash Flows from Investing Activities
Capital expenditures	(301,719		)	(298,117		)	(523,979		)
Purchases of emission allowances	(112,096		)	(181,443		)	(150,454		)
Sale of emission allowances	84,253			99,413			131,805
Net proceeds from the sales of equity investments and other assets, and sales of and collection on notes receivable	5,677			5,466			57,779
Other	894			(1,581		)	58,965

Net cash used in investing activities	(322,991		)	(376,262		)	(425,884		)

Cash Flows from Financing Activities
Issuance of long-term debt	325,312			174,069			4,612
Issuance of common stock and common stock related to employee benefit plans	—			28,872			377,623
Redemption of long-term debt	(347,656		)	(13,612		)	(9,487		)
Redemption of preferred stock of subsidiaries	(11,258		)	(20,485		)	—
Notes payable and commercial paper	254,974			166,891			(93,653		)
Dividends paid	—			(127,314		)	(187,076		)
Other	—			2,993			—

Net cash provided by financing activities	221,372			211,414			92,019

Net (decrease) increase in cash and cash equivalents	(26,547		)	1,501			(16,363		)

Cash and cash equivalents at beginning of period	147,557			146,056			164,541

Cash and cash equivalents at end of period	$	121,010		$	147,557		$	148,178

Significant non-cash transactions:
Purchase accounting adjustments	$	4,514,501		$	—		$	—
Allowance for funds used during construction (AFUDC) – equity component	(4,661		)	(3,065		)	(4,402		)
Transfer of generating assets from Duke Energy	1,452,191			—			—

See Notesto Unaudited Consolidated Financial Statements

~~CINERGY CORP.~~
~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

Quarter Ended

March 31

2006

2005

(dollars in thousands)

(unaudited)

Cash Flows from Operations

Operating Activities

Net income

$
79,364

$
117,356

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

163,793

153,419

Loss on impairment or disposal of subsidiaries and investments, net

7,398

6,818

Cumulative effect of a change in accounting principle, net of tax

3,493

—

Change in net position of energy risk management activities

(154,665
)
66,342

Deferred income taxes and investment tax credits — net

(14,309
)
(20,258
)
Equity in earnings of unconsolidated subsidiaries

(4,095
)
(4,836
)
Return on equity investments

4,857
��
—

Allowance for equity funds used during construction

(3,065
)
(1,987
)
Regulatory asset/liability deferrals

(21,465
)
(27,514
)
Regulatory asset amortization

13,367

8,028

Accrued pension and other postretirement benefit costs

(20,177
)
22,511

Cost of removal

(5,481
)
(5,475
)
Changes in current assets and current liabilities:

Accounts and notes receivable

503,549

159,607

Fuel, emission allowances, and supplies

67,636

54,408

Prepayments

8,498

(65,218
)
Accounts payable

(529,943
)
(75,935
)
Accrued taxes and interest

(39,267
)
41,216

Other assets

(13,562
)
(16,737
)
Other liabilities

38,393

(33,627
)

Net cash provided by operating activities

84,319

378,118

Investing Activities

Construction expenditures (less allowance for equity funds used during construction)

(298,117
)
(242,511
)
Proceeds from notes receivable

5,466

4,852

Withdrawal of restricted cash held in trust

47,585

35,631

Other investments

(50,646
)
(2,155
)
Proceeds from distributions by investments and sale of investments and subsidiaries

1,480

32,071

Net cash used in investing activities

(294,232
)
(172,112
)

Financing Activities

Change in short-term debt

166,891

(509,066
)
Issuance of long-term debt

174,069

4,165

Redemption of long-term debt

(13,612
)
(3,516
)
Retirement of preferred stock of subsidiaries

(20,485
)
—

Issuance of common stock

28,872

353,857

Dividends on common stock

(127,314
)
(91,879
)
Excess tax benefits from stock options

2,993

—

Net cash provided by (used in) financing activities

211,414

(246,439
)

Net increase (decrease) in cash and cash equivalents

1,501

(40,433
)

Cash and cash equivalents at beginning of period

146,056

164,541

Cash and cash equivalents at end of period

$
147,557

$
124,108

Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:

Interest (net of amount capitalized)

$
65,279

$
60,902

Income taxes

$
78,653

$
7,671

~~The accompanying notes as they relate to Cinergy Corp. are an integral part of these condensed consolidated financial statements.~~THE CINCINNATI GAS & ELECTRIC COMPANY

8AND SUBSIDIARY COMPANIES

THE CINCINNATI GAS & ELECTRIC COMPANY

~~AND SUBSIDIARY COMPANIES~~CONSOLIDATED STATEMENTS OF OPERATIONS

9(dollars in thousands)

(unaudited)

	Successor			Predecessor
	Three Months Ended			Three Months Ended			Three Months Ended		Six Months Ended
	June 30, 2006			March 31, 2006			June 30, 2005		June 30, 2005
Operating Revenues
Non-regulated electric, natural gas, natural gas liquids, and other	$	399,385		$	421,069		$	307,261	$	599,834
Regulated electric	202,622			219,845			142,263		294,061
Regulated natural gas and natural gas liquids	93,827			321,965			100,468		406,822
Total operating revenues	695,834			962,879			549,992		1,300,717

Operating Expenses
Natural gas and petroleum products purchased	50,993			232,006			56,089		263,871
Operation, maintenance, and other	172,913			173,180			151,464		290,175
Fuel used in electric generation and purchased power	249,679			195,852			143,581		280,171
Costs of fuel resold	28,534			44,291			49,232		90,218
Depreciation and amortization	92,588			67,918			60,533		125,773
Property and other taxes	54,843			68,192			52,256		111,546
Total operating expenses	649,550			781,439			513,155		1,161,754

(Losses) Gains on Sales of Other Assets and Other, net	(5,227		)	26,069			39,535		70,345

Operating Income	41,057			207,509			76,372		209,308

Other Income and Expenses, net	6,886			8,195			3,722		7,298
Interest Expense	28,395			29,680			23,349		46,016

Income from Continuing Operations Before Income Taxes	19,548			186,024			56,745		170,590

Income Tax Expense from Continuing Operations	7,336			67,810			12,345		59,076

Income from Continuing Operations	12,212			118,214			44,400		111,514

(Loss) Income from Discontinued Operations, net of tax	(19,613		)	(1,851		)	9,223		26,775

Net (Loss) Income	$	(7,401	)	$	116,363		$	53,623	$	138,289

Dividends and Premiums on Redemption of Preferred and Preference Stock	—			164			211		423

(Loss) Earnings Available for Common Stockholders	$	(7,401	)	$	116,199		$	53,412	$	137,866

See Notes to Unaudited Consolidated Financial Statements

THE CINCINNATI GAS & ELECTRIC COMPANY

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

(unaudited)

ASSETS

	Successor		Predecessor
	June 30,		December 31,
	2006		2005

Current Assets
Cash and cash equivalents	$	21,338	$	9,674
Receivables (net of allowance for doubtful accounts of $7,283 at June 30, 2006 and $3,518 at December 31, 2005)	367,409		422,162
Inventory	148,912		177,638
Assets held for sale	205,414		—
Unrealized gains on mark-to-market and hedging transactions	40,747		543,787
Other	88,262		177,417
Total current assets	872,082		1,330,678

Investments and Other Assets
Restricted funds held in trust	51,214		58,189
Goodwill	2,173,206		—
Intangible assets	849,952		105,275
Unrealized gains on mark-to-market and hedging transactions	33,133		180,197
Assets held for sale	89,807		—
Other	21,463		27,067
Total investments and other assets	3,218,775		370,728

Property, Plant, and Equipment
Cost	8,933,359		7,775,765
Less accumulated depreciation and amortization	1,810,388		2,815,852
Net property, plant, and equipment	7,122,971		4,959,913

Regulatory Assets and Deferred Debits
Deferred debt expense	21,739		30,141
Regulatory assets related to income taxes	73,290		79,495
Other	586,974		462,888
Total regulatory assets and deferred debits	682,003		572,524

Total Assets	$	11,895,831	$	7,233,843

See Notes to Unaudited Consolidated Financial Statements

THE CINCINNATI GAS & ELECTRIC COMPANY
~~CONDENSED~~ CONSOLIDATED ~~STATEMENTS OF INCOME~~BALANCE SHEETS
(dollars in thousands, except per share amounts)
(unaudited)

LIABILITIES AND ~~COMPREHENSIVE INCOME~~COMMON STOCKHOLDER’S EQUITY

Quarter Ended

March 31

2006

2005

(dollars in thousands)

(unaudited)

Operating Revenues

Electric

$
637,509

$
464,331

Gas

321,965

306,354

Other

47,633

52,671

Total Operating Revenues

1,007,107

823,356

Operating Expenses

Fuel, emission allowances, and purchased power

205,300

145,702

Gas purchased

232,006

207,782

Costs of fuel resold

44,291

40,986

Operation and maintenance

185,126

142,072

Depreciation and amortization

67,918

65,240

Taxes other than income taxes

68,192

59,434

Total Operating Expenses

802,833

661,216

Operating Income

204,274

162,140

Miscellaneous Income — Net

8,487

3,523

Interest Expense

29,680

22,950

Income Before Taxes

183,081

142,713

Income Taxes

66,718

58,047

Net Income

$
116,363

$
84,666

Preferred Dividend Requirement

164

211

Net Income Applicable to Common Stock

$
116,199

$
84,455

Net Income

$
116,363

$
84,666

Other Comprehensive Income, Net of Tax

1,751

1,718

Comprehensive Income

$
118,114

$
86,384

	Successor			Predecessor
	June 30,			December 31,
	2006			2005

Current Liabilities
Accounts payable	$	457,398		$	629,751
Notes payable and commercial paper	309,910			226,352
Taxes accrued	211,401			177,551
Interest accrued	28,448			24,438
Liabilities associated with assets held for sale	186,570			-
Current maturities of long-term debt and preferred stock	5,197			5,042
Unrealized losses on mark-to-market and hedging transactions	57,876			552,105
Other	117,403			212,724
Total current liabilities	1,374,203			1,827,963

Long-term Debt	1,756,069			1,638,027

Deferred Credits and Other Liabilities
Deferred income taxes	1,587,368			1,055,093
Investment tax credit	64,313			67,229
Accrued pension and other postretirement benefit costs	381,242			245,950
Regulatory liabilities	164,198			151,670
Unrealized losses on mark-to-market and hedging transactions	38,161			186,835
Liabilities associated with assets held for sale	91,407			—
Asset retirement obligations	43,157			41,423
Other	187,709			23,736
Total deferred credits and other liabilities	2,557,555			1,771,936

Commitments and Contingencies
Cumulative Preferred Stock Not Subject to Mandatory Redemption	—			20,485

Common Stockholder’s Equity
Common stock, $8.50 par value; 120,000,000 shares authorized and 89,663,086 shares outstanding at June 30, 2006 and December 31, 2005	762,136			762,136
Paid-in capital	5,493,135			603,249
Retained (deficit) earnings	(7,401		)	657,254
Accumulated other comprehensive loss	(39,866		)	(47,207		)
Total common stockholder’s equity	6,208,004			1,975,432

Total Liabilities and Common Stockholder’s Equity	$	11,895,831		$	7,233,843

~~The accompanying notes as they relate~~See Notes to ~~The Cincinnati Gas & Electric Company are an integral part of these condensed consolidated financial statements.~~Unaudited Consolidated Financial Statements

THE CINCINNATI GAS & ELECTRIC COMPANY
~~CONDENSED~~

CONSOLIDATED ~~BALANCE SHEETS~~STATEMENTS OF CHANGES IN COMMON STOCKHOLDER’S EQUITY AND COMPREHENSIVE INCOME (LOSS)

~~ASSETS~~(dollars in thousands, except per share amounts)

March 31

December 31

2006

2005

(dollars in thousands)

(unaudited)

Current Assets

Cash and cash equivalents

$
8,027

$
9,674

Receivables less accumulated provision for doubtful accounts

307,790

384,444

Accounts receivable from affiliated companies

104,279

37,718

Fuel, emission allowances, and supplies

210,905

225,982

Energy risk management current assets

271,236

543,787

Prepayments and other

109,757

177,417

Total Current Assets

1,011,994

1,379,022

Property, Plant, and Equipment — at Cost

Property, plant, and equipment

7,902,076

7,775,765

Accumulated depreciation

2,851,729

2,815,852

Net Property, Plant, and Equipment

5,050,347

4,959,913

Other Assets

Regulatory assets

532,503

555,798

Energy risk management non-current assets

115,780

180,197

Other

175,645

158,913

Total Other Assets

823,928

894,908

Total Assets

$
6,886,269

$
7,233,843

~~The accompanying notes as they relate~~(unaudited)

								Accumulated			Total
								Other			Common
	Common		Paid-in		Retained			Comprehensive			Stockholder’s
	Stock		Capital		Earnings			Income (Loss)			Equity
Successor

Three Months Ended June 30, 2006

Balance at April 1, 2006	$	762,136	$	4,038,989	$	-		$	-		$	4,801,125

Net income					(7,401		)				(7,401		)
Other comprehensive loss, net of tax effect of $(345)
Cash flow hedges								(210		)	(210		)
Total comprehensive loss											(7,611		)

Transfer of generating assets from Duke Energy(1)			1,452,191					(39,656		)	1,412,535
Other			1,955								1,955

Balance at June 30, 2006	$	762,136	$	5,493,135	$	(7,401	)	$	(39,866	)	$	6,208,004


Predecessor

Three Months Ended March 31, 2006

Balance at January 1, 2006	$	762,136	$	603,249	$	657,254		$	(47,207	)	$	1,975,432

Net income					116,363						116,363
Other comprehensive income, net of tax effect of $86
Minimum pension liability adjustment								854			854
Cash flow hedges								897			897
Total comprehensive income											118,114

Dividends on common stock					(102,256		)				(102,256		)
Dividends on preferred stock					(164		)				(164		)
Other					(1		)	1			—

Balance at March 31, 2006	$	762,136	$	603,249	$	671,196		$	(45,455	)	$	1,991,126

Six Months Ended June 30, 2005

Balance at January 1, 2005	$	762,136	$	584,176	$	610,232		$	(37,831	)	$	1,918,713

Net income					138,289						138,289
Other comprehensive income, net of tax effect of $(1,751)
Cash flow hedges								1,729			1,729
Total comprehensive income											140,018

Dividends on common stock					(104,061		)				(104,061		)
Dividends on preferred stock					(423		)				(423		)
Other					1						1

Balance at June 30, 2005	$	762,136	$	584,176	$	644,038		$	(36,102	)	$	1,954,248

(1)Includes $39,656 (net of tax benefit of $23,793) related to ~~The Cincinnati Gas & Electric Company are an integral part of these condensed consolidated financial statements.~~deferred losses on terminated cash flow hedges included in Accumulated Other Comprehensive Income (Loss). See Note 12(b)(v) to the Consolidated Financial Statements.

See Notes to Unaudited Consolidated Financial Statements

THE CINCINNATI GAS & ELECTRIC COMPANY
~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~LIABILITIES AND SHAREHOLDERS’ EQUITY~~

March 31

December 31

2006

2005

(dollars in thousands)

(unaudited)

Current Liabilities

Accounts payable

$
426,617

$
562,887

Accounts payable to affiliated companies

82,280

243,793

Accrued taxes

227,286

177,551

Accrued interest

32,039

24,438

Notes payable and other short-term obligations (Note 4)

112,100

112,100

Notes payable to affiliated companies (Note 4)

222,371

114,252

Long-term debt due within one year

5,111

5,042

Energy risk management current liabilities

242,393

552,105

Other

33,500

35,795

Total Current Liabilities

1,383,697

1,827,963

Non-Current Liabilities

Long-term debt

1,777,872

1,638,028

Deferred income taxes

1,058,062

1,055,093

Unamortized investment tax credits

65,771

67,229

Accrued pension and other postretirement benefit costs

252,130

245,950

Regulatory liabilities

161,695

151,670

Energy risk management non-current liabilities

127,121

183,678

Other

68,795

68,315

Total Non-Current Liabilities

3,511,446

3,409,963

Commitments and Contingencies

Total Liabilities

4,895,143

5,237,926

Cumulative Preferred Stock

Not subject to mandatory redemption

—

20,485

Common Stock Equity

Common stock — $8.50 par value; authorized shares — 120,000,000; outstanding shares — 89,663,086 at March 31, 2006, and December 31, 2005

762,136

762,136

Paid-in capital

603,249

603,249

Retained earnings

671,196

657,254

Accumulated other comprehensive loss

(45,455
)
(47,207
)
Total Common Stock Equity

1,991,126

1,975,432

Total Liabilities and Shareholders’ Equity

$
6,886,269

$
7,233,843

~~The accompanying notes as they relate to The Cincinnati Gas & Electric Company are an integral part of these condensed consolidated financial statements.~~

~~THE CINCINNATI GAS & ELECTRIC COMPANY~~
~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CASH FLOWS

Quarter Ended

March 31

2006

2005

(dollars in thousands)

(unaudited)

Operating Activities

Net income

$
116,363

$
84,666

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

67,918

65,240

Deferred income taxes and investment tax credits — net

6,793

(13,253
)
Change in net position of energy risk management activities

(29,301
)
19,869

Allowance for equity funds used during construction

(570
)
(130
)
Regulatory asset/liability deferrals

(799
)
950

Regulatory asset amortization

6,903

3,773

Accrued pension and other postretirement benefit costs

6,180

5,746

Cost of removal

(1,695
)
(1,294
)
Changes in current assets and current liabilities:

Accounts and notes receivable

12,038

14,775

Fuel, emission allowances, and supplies

15,077

14,169

Prepayments

67,659

(24,688
)
Accounts payable

(240,236
)
8,983

Accrued taxes and interest

57,336

52,063

Other assets

(23,232
)
(801
)
Other liabilities

(135
)
7,346

Net cash provided by operating activities

60,299

237,414

Investing Activities

Construction expenditures (less allowance for equity funds used during construction)

(134,356
)
(98,580
)
Withdrawal of restricted funds held in trust

8,137

7,822

Other investments

—

103

Net cash used in investing activities

(126,219
)
(90,655
)

Financing Activities

Change in short-term debt, including net affiliate notes

48,627

(103,297
)
Issuance of long-term debt

139,806

—

Redemption of long-term debt

(1,255
)
—

Retirement of preferred stock

(20,485
)
—

Dividends on preferred stock

(164
)
—

Dividends on common stock

(102,256
)
(38,296
)

Net cash provided by (used in) financing activities

64,273

(141,593
)

Net increase (decrease) in cash and cash equivalents

(1,647
)
5,166

Cash and cash equivalents at beginning of period

9,674

4,154

Cash and cash equivalents at end of period

$
8,027

$
9,320

Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:

Interest (net of amount capitalized)

$
20,505

$
20,187

Income taxes

$
454

$
8,891

(dollars in thousands)

(unaudited)

	Successor			Predecessor
	Three Months Ended			Three Months Ended			Six Months Ended
	June 30, 2006			March 31, 2006			June 30, 2005

Cash Flows from Operating Activities
Net (loss) income	$	(7,401	)	$	116,363		$	138,289
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	92,588			67,918			125,773
(Gains) losses on sales of equity investments and other assets	5,227			(26,069		)	(70,345		)
Deferred income taxes	8,093			6,793			8,666
Regulatory asset/liability amortization	3,385			6,903			5,314
Accrued pension and postretirement benefit costs	10,626			8,234			14,313
(Increase) decrease in:
Net realized and unrealized mark-to-market and hedging transactions	27,778			(29,301		)	25,741
Receivables	41,550			12,038			7,707
Inventory	(15,658		)	56,177			(32,071		)
Other current assets	25,842			67,659			(78,503		)
Increase (decrease) in:
Accounts payable	66,812			(240,236		)	15,356
Taxes accrued	(21,585		)	49,735			23,006
Other current liabilities	(111,124		)	5,306			855
Regulatory asset/liability deferrals	(7,550		)	(799		)	(6,380		)
Other assets	118,606			17,717			45,845
Other liabilities	(72,306		)	106			5,272

Net cash provided by operating activities	164,883			118,544			228,838

Cash Flows from Investing Activities
Capital expenditures	(149,265		)	(134,356		)	(201,733		)
Purchase of emission allowances	(78,623		)	(155,866		)	(114,694		)
Sale of emission allowances	57,601			97,621			126,676
Net proceeds from the sales of equity investments and other assets, and sales of and collections on notes receivable	—			—			46
Withdrawal of restricted funds held in trust	—			8,137			15,635

Net cash used in investing activities	(170,287		)	(184,464		)	(174,070		)

Cash Flows from Financing Activities
Issuance of long-term debt	80			139,806			—
Redemption of long-term debt	(16,296		)	(1,255		)	—
Redemption of preferred stock of subsidiaries	—			(20,485		)	—
Notes payable and commercial paper	34,931			48,627			51,824
Dividends paid	—			(102,420		)	(104,484		)

Net cash provided by (used in) financing activities	18,715			64,273			(52,660		)

Net increase (decrease) in cash and cash equivalents	13,311			(1,647		)	2,108

Cash and cash equivalents at beginning of period	8,027			9,674			4,154

Cash and cash equivalents at end of period	$	21,338		$	8,027		$	6,262

Significant non-cash transactions:
Purchase accounting adjustments	$	2,809,999		$	—		$	—
Allowance for funds used during construction (AFUDC) – equity component	(917		)	(570		)	(684		)
Transfer of generating assets from Duke Energy	1,452,191			—			—

1315

PSI ENERGY, INC.
AND SUBSIDIARY COMPANY

PSI ENERGY, INC.
~~CONDENSED~~

CONSOLIDATED STATEMENTS OF ~~INCOME AND COMPREHENSIVE INCOME~~OPERATIONS

Quarter Ended

March 31

2006

2005

(dollars in thousands)

(unaudited)

Operating Revenues

Electric

$
485,711

$
425,408

Operating Expenses

Fuel, emission allowances, and purchased power

201,068

132,036

Operation and maintenance

136,862

113,713

Depreciation and amortization

74,369

73,704

Taxes other than income taxes

15,504

15,661

Total Operating Expenses

427,803

335,114

Operating Income

57,908

90,294

Miscellaneous Income — Net

8,450

3,377

Interest Expense

34,929

24,765

Income Before Taxes

31,429

68,906

Income Taxes

12,682

26,561

Net Income

$
18,747

$
42,345

Preferred Dividend Requirement

113

647

Net Income Applicable to Common Stock

$
18,634

$
41,698

Net Income

$
18,747

$
42,345

Other Comprehensive Income (Loss), Net of Tax

8,004

(1,195
)

Comprehensive Income

$
26,751

$
41,150

(dollars in thousands)

(unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2006		2005		2006		2005

Operating Revenues
Regulated electric	$	550,478	$	428,457	$	1,036,189	$	853,864

Operating Expenses
Operation, maintenance, and other	160,947		115,658		297,809		229,372
Fuel used in electric generation and purchased power	265,008		134,080		466,076		266,117
Depreciation and amortization	74,083		73,258		148,452		146,962
Property and other taxes	14,794		10,272		30,298		25,933
Total operating expenses	514,832		333,268		942,635		668,384

Operating Income	35,646		95,189		93,554		185,480

Other Income and Expenses, net	12,960		7,114		21,410		10,493
Interest Expense	29,864		26,912		64,793		51,677

Income Before Income Taxes	18,742		75,391		50,171		144,296

Income Tax Expense	6,318		32,661		19,000		59,222

Net Income	$	12,424	$	42,730	$	31,171	$	85,074

Dividend and Premiums on Redemption of Preferred and Preference Stock	38		647		151		1,293

Earnings Available for Common Stockholders	$	12,386	$	42,083	$	31,020	$	83,781

~~The accompanying notes as they relate~~See Notes to ~~PSI Energy, Inc. are an integral part of these condensed consolidated financial statements.~~Unaudited Consolidated Financial Statements

PSI ENERGY, INC.
~~CONDENSED~~

CONSOLIDATED BALANCE SHEETS

~~ASSETS~~(dollars in thousands)

March 31

December 31

2006

2005

(dollars in thousands)

(unaudited)

Current Assets

Cash and cash equivalents

$
28,506

$
31,860

Restricted deposits

35,284

32,649

Receivables less accumulated provision for doubtful accounts

77,435

142,280

Accounts receivable from affiliated companies

24,296

75,698

Fuel, emission allowances, and supplies

182,114

170,345

Prepayments and other

47,895

42,415

Total Current Assets

395,530

495,247

Property, Plant, and Equipment — at Cost

Property, plant, and equipment

7,384,372

7,289,552

Accumulated depreciation

2,484,665

2,456,183

Net Property, Plant, and Equipment

4,899,707

4,833,369

Other Assets

Regulatory assets

513,008

514,056

Other

366,215

399,510

Total Other Assets

879,223

913,566

Total Assets

$
6,174,460

$
6,242,182

(unaudited)

ASSETS

	June 30,		December 31,
	2006		2005

Current Assets
Cash and cash equivalents	$	7,023	$	31,860
Receivables (net of allowance for doubtful accounts of $436 at June 30, 2006 and $137 at December 31, 2005)	90,589		217,978
Inventory	132,751		102,976
Other	34,379		75,064
Total current assets	264,742		427,878

Investments and Other Assets
Restricted funds held in trust	209,875		243,612
Intangible assets	128,687		113,622
Other	99,971		91,628
Total investments and other assets	438,533		448,862

Property, Plant, and Equipment
Cost	7,518,436		7,289,552
Less accumulated depreciation and amortization	2,533,336		2,456,183
Net property, plant, and equipment	4,985,100		4,833,369

Regulatory Assets and Deferred Debits
Deferred debt expense	49,024		49,995
Regulatory assets related to income taxes	11,262		18,652
Other	422,814		463,426
Total regulatory assets and deferred debits	483,100		532,073

Total Assets	$	6,171,475	$	6,242,182

~~The accompanying notes as they relate~~See Notes to ~~PSI Energy, Inc. are an integral part of these condensed consolidated financial statements.~~Unaudited Consolidated Financial Statements

PSI ENERGY, INC.
~~CONDENSED~~

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

(unaudited)

LIABILITIES AND ~~SHAREHOLDERS’~~COMMON STOCKHOLDER’S EQUITY

March 31

December 31

2006

2005

(dollars in thousands)

(unaudited)

Current Liabilities

Accounts payable

$
92,854

$
116,994

Accounts payable to affiliated companies

34,168

53,455

Accrued taxes

63,412

33,713

Accrued interest

42,413

34,530

Notes payable and other short-term obligations (Note 4)

185,500

185,500

Notes payable to affiliated companies (Note 4)

195,878

249,712

Long-term debt due within one year

329,428

328,149

Other

63,663

56,271

Total Current Liabilities

1,007,316

1,058,324

Non-Current Liabilities

Long-term debt

1,889,827

1,891,713

Deferred income taxes

578,683

609,569

Unamortized investment tax credits

22,906

23,624

Accrued pension and other postretirement benefit costs

233,485

227,435

Regulatory liabilities

403,786

394,377

Other

63,598

63,919

Total Non-Current Liabilities

3,192,285

3,210,637

Commitments and Contingencies

Total Liabilities

4,199,601

4,268,961

Cumulative Preferred Stock

Not subject to mandatory redemption

11,258

11,258

Common Stock Equity

Common stock — without par value; $.01 stated value; authorized shares — 60,000,000; outstanding shares — 53,913,701 at March 31, 2006, and December 31, 2005

539

539

Paid-in capital

840,692

840,692

Retained earnings

1,141,826

1,148,192

Accumulated other comprehensive loss

(19,456
)
(27,460
)
Total Common Stock Equity

1,963,601

1,961,963

Total Liabilities and Shareholders’ Equity

$
6,174,460

$
6,242,182

	June 30,			December 31,
	2006			2005

Current Liabilities
Accounts payable	$	141,125		$	170,451
Notes payable and commercial paper	302,697			435,212
Taxes accrued	66,232			33,713
Interest accrued	40,688			34,530
Current maturities of long-term debt and preferred stock	4,472			328,149
Other	75,759			56,269
Total current liabilities	630,973			1,058,324

Long-term Debt	2,214,012			1,891,713

Deferred Credits and Other Liabilities
Deferred income taxes	581,851			609,569
Investment tax credit	22,188			23,624
Accrued pension and other postretirement benefit costs	242,865			227,435
Regulatory liabilities	436,409			394,377
Asset retirement obligations	15,454			15,001
Other	50,662			48,918
Total deferred credits and other liabilities	1,349,429			1,318,924

Commitments and Contingencies
Cumulative Preferred Stock Not Subject to Mandatory Redemption	—			11,258

Common Stockholder’s Equity
Common stock, no par; $.01 stated value; 60,000,000 shares authorized and 53,913,701 shares outstanding at June 30, 2006 and December 31, 2005	539			539
Paid-in capital	840,692			840,692
Retained earnings	1,154,176			1,148,192
Accumulated other comprehensive loss	(18,346		)	(27,460		)
Total common stockholder’s equity	1,977,061			1,961,963

Total Liabilities and Common Stockholder’s Equity	$	6,171,475		$	6,242,182

~~The accompanying notes as they relate~~See Notes to ~~PSI Energy, Inc. are an integral part of these condensed consolidated financial statements.~~Unaudited Consolidated Financial Statements

PSI ENERGY, INC.
~~CONDENSED~~

CONSOLIDATED STATEMENTS OF CASH FLOWS

Quarter Ended

March 31

2006

2005

(dollars in thousands)

(unaudited)

Operating Activities

Net income

$
18,747

$
42,345

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

74,369

73,704

Deferred income taxes and investment tax credits — net

(24,601
)
10,158

Allowance for equity funds used during construction

(2,494
)
(1,857
)
Regulatory asset/liability deferrals

(20,666
)
(28,464
)
Regulatory asset amortization

6,464

4,256

Accrued pension and other postretirement benefit costs

6,054

6,078

Cost of removal

(3,786
)
(4,181
)
Changes in current assets and current liabilities:

Accounts and notes receivable

116,247

44,102

Fuel, emission allowances, and supplies

(11,769
)
(3,293
)
Prepayments

(213
)
1,929

Accounts payable

(43,428
)
(41,126
)
Accrued taxes and interest

37,582

20,272

Other assets

(2,234
)
(3,877
)
Other liabilities

8,418

(330
)
Net cash provided by operating activities

158,690

119,716

Investing Activities

Construction expenditures (less allowance for equity funds used during construction)

(119,180
)
(113,801
)
Withdrawal of restricted funds held in trust

37,869

25,276

Other investments

(1,028
)
(125
)
Net cash used in investing activities

(82,339
)
(88,650
)

Financing Activities

Change in short-term debt, including net affiliate notes

(53,834
)
13,794

Redemption of long-term debt

(759
)
—

Dividends on preferred stock

(112
)
(647
)
Dividends on common stock

(25,000
)
(51,853
)
Net cash used in financing activities

(79,705
)
(38,706
)

Net decrease in cash and cash equivalents

(3,354
)
(7,640
)

Cash and cash equivalents at beginning of period

31,860

10,794

Cash and cash equivalents at end of period

$
28,506

$
3,154

Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:

Interest (net of amount capitalized)

$
29,297

$
29,435

Income taxes

$
12,495

$
9,850

(dollars in thousands)

(unaudited)

	Six Months Ended
	June 30,
	2006			2005
Cash Flows from Operating Activities
Net income	$	31,171		$	85,074
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	148,452			146,962
Deferred income taxes	(22,896		)	17,776
Regulatory asset/liability amortization	12,099			(5,545		)
Accrued pension and postretirement benefit costs	21,250			17,801
(Increase) decrease in:
Net realized and unrealized mark-to-market and hedging transactions	22,366			1,822
Receivables	127,389			20,245
Inventory	(29,775		)	(26,629		)
Other current assets	(1,111		)	(778		)
Increase (decrease) in:
Accounts payable	(29,327		)	19,212
Taxes accrued	32,519			(9,387		)
Other current liabilities	6,158			3,833
Regulatory asset/liability deferrals	70,586			(64,162		)
Other assets	(21,389		)	2,734
Other liabilities	30,296			(13,877		)

Net cash provided by operating activities	397,788			195,081

Cash Flows from Investing Activities
Capital expenditures	(257,419		)	(269,341		)
Investment expenditures	(1,981		)	(699		)
Purchases of emission allowances	(59,051		)	(35,761		)
Sale of emission allowances	28,445			5,130
Withdrawal of restricted funds held in trust	37,869			45,227

Net cash used in investing activities	(252,137		)	(255,444		)

Cash Flows from Financing Activities
Issuance of long-term debt	325,000			—
Redemption of long-term debt	(326,528		)	—
Redemption of preferred stock of subsidiaries	(11,258		)	—
Notes payable and commercial paper	(132,515		)	(52,155		)
Dividends paid	(25,187		)	(82,561		)
Contribution from parent	—			200,000

Net cash (used in) provided by financing activities	(170,488		)	65,284

Net (decrease) increase in cash and cash equivalents	(24,837		)	4,921

Cash and cash equivalents at beginning of period	31,860			10,794

Cash and cash equivalents at end of period	$	7,023		$	15,715

Significant non-cash transactions:
Allowance for funds used during construction (AFUDC) – equity component	$	(6,239	)	$	(3,719	)

~~The accompanying notes as they relate~~See Notes to ~~PSI Energy, Inc. are an integral part of these condensed consolidated financial statements.~~Unaudited Consolidated Financial Statements

INDEX

NOTES TO ~~CONDENSED~~CONSOLIDATED FINANCIAL STATEMENTS

Note ~~Number~~
Number

1		~~Organization and Summary~~Basis of ~~Significant Accounting Policies~~Presentation

2		~~Common Stock~~Duke Energy/Cinergy Merger

3		~~Cumulative Preferred~~Common Stock and Stock-based Compensation

4		~~Notes Payable and Other Short-term Obligations~~Preferred Stock

5		~~Energy Trading Credit Risk~~Inventory

6		~~Pension~~Debt and ~~Other Postretirement Benefits~~Credit Facilities

7		~~Commitments and Contingencies~~Employee Benefit Obligations

8		~~Discontinued Operations~~Acquisitions and Dispositions

9		~~Financial Information by Business Segment~~Goodwill and Intangibles

10		~~Earnings Per Common Share (EPS)~~Discontinued Operations

11		~~Acquisition and Transfer of Generating Assets~~Business Segments

12		Risk Management Instruments

13		Regulatory Matters

14		Commitments and Contingencies

15		Guarantees and Indemnifications

16		Related Party Transactions

17		New Accounting Standards

18		Income Tax Expense

19		Severance

20		Subsequent Events

1921

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

In this report Cinergy ~~(which~~ includes Cinergy Corp. and all of ~~our~~Cinergy’s regulated and non-regulated ~~subsidiaries) is, at times, referred to in the first person as “we,” “our,” or “us.”~~subsidiaries. In addition, when discussing Cinergy’s financial information, it necessarily includes the results of The Cincinnati Gas & Electric Company (CG&E), PSI Energy, Inc. (PSI), The Union Light, Heat and Power Company (ULH&P) and all of Cinergy’s other consolidated subsidiaries. When discussing CG&E’s financial information, it necessarily includes the results of ULH&P and all of CG&E’s other consolidated subsidiaries.

1. ~~Organization and Summary~~Basis of ~~Significant Accounting Policies~~Presentation

(a) ~~Merger~~Nature of Operations and Basis of Consolidation

On April 3, 2006, in accordance with their previously announced merger agreement, Duke

~~In March 2006,~~ EnergyCorporation (Old Duke Energy) and Cinergy Corp. ~~and~~merged into wholly owned subsidiaries of Duke ~~a North Carolina corporation, received final approvals~~Energy Holding Corp. (Duke Energy HC), resulting in Duke Energy HC becoming the parent entity. In connection with the ~~merger from Duke and~~ ~~Cinergy~~ ~~shareholders, the North Carolina Utilities Commission (NCUC), and the Indiana Utility Regulatory Commission (IURC) and effective April 3, 2006,~~ ~~Cinergy Corp.~~ ~~consummated~~closing of the merger ~~with Duke. Under~~transactions, Duke Energy HC changed its name to Duke Energy Corporation (“New Duke Energy” or “Duke Energy”) and Old Duke Energy converted into a limited liability company named Duke Power Company LLC. As a result of the merger ~~agreement,~~transactions, each outstanding share of Cinergy common stock was converted into 1.56 shares of ~~the newly formed company,~~ Duke Energy ~~Holding~~common stock, and each share of common stock of Old Duke Energy was converted into one share of Duke Energy common stock, which resulted in the issuance of approximately 1.2 billion shares of Duke Energy common stock. See Note 2 for additional information regarding the merger. Both Old Duke Energy and New Duke Energy are referred to as Duke Energy herein.

Cinergy Corp., a Delaware ~~Corporation (Duke Energy Holding) (subsequently renamed~~corporation organized in 1993, owns all outstanding common stock of its public utility companies, CG&E and PSI,as well as Cinergy Investments, Inc. (Investments) and Duke Energy ~~Corporation)~~Shared Services (DESS). Investments, which is Cinergy’s non-regulated investment holding company, is involved in (a) cogeneration and energy efficiency investments and (b) natural gas and power marketing and trading operations, conducted primarily through one of Cinergy’s subsidiaries, Cinergy Marketing & Trading, LP (Marketing & Trading). DESS provides administrative, management, and support services to Cinergy’s subsidiaries.

CG&E, an Ohio corporation organized in 1837, is a combination electric and gas public utility company that provides service in the southwestern portion of Ohio and through ULH&P, in nearby areas of Kentucky. CG&E’s principal lines of business include generation, transmission and distribution of electricity, the sale of and/or transportation of natural gas, and power marketing and trading business. CG&E’s principal subsidiary, ULH&P, a Kentucky corporation organized in 1901, provides electric and gas service in northern Kentucky. In June 2006, Cinergy and CG&E reached an agreement to sell CG&E’s power marketing and trading business. See Note 10 for additional information.

PSI, an Indiana corporation organized in 1942, is a vertically integrated and regulated electric utility that provides service in north central, central, and southern Indiana. Its primary line of business is generation, transmission and distribution of electricity.

These Consolidated Financial Statements reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present Cinergy’s, CG&E’s, and PSI’s financial position and results of operations. Amounts reported in the interim Consolidated Statements of Operations are not necessarily indicative of amounts expected for the respective annual periods due to the effects of seasonal temperature variations on energy consumption, the timing of maintenance on electric generating units, changes in mark-to-market (MTM) valuations, changing commodity prices, and other factors. These Consolidated Financial Statements and other information included in this quarterly report should be read in conjunction with the Consolidated Financial Statements and Notes in Cinergy’s combined Form 10-K for the year ended December 31, 2005 (2005 10-K).

(b) Predecessor and Successor Reporting

In connection with the Duke Energy merger, Duke Energy acquired all of the outstanding common stock of Cinergy. The merger has been accounted for under the purchase method of accounting with Duke Energy treated as the acquirer for accounting purposes. As a result, the assets and liabilities of Cinergy were recorded at their

respective fair values as of the merger consummation date. Except for an adjustment related to pension and other postretirement benefit obligations, as mandated by Statement of Financial Accounting Standards (SFAS) No. 87, “Employers’ Accounting for Pension” and SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” the accompanying consolidated financial statements do not reflect any adjustments related to Cinergy’s, CG&E’s, and PSI’s regulated operations that are accounted for pursuant to SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation, (SFAS No. 71)” which are comprised of CG&E’s regulated transmission and distribution, PSI and ULH&P. Under the rate setting and recovery provisions currently in place for these regulated operations which provide revenues derived from cost, the fair values of the individual tangible and intangible assets and liabilities are considered to approximate their carrying values.

Purchase accounting impacts, including goodwill recognition, have been “pushed down” to Cinergy and CG&E, resulting in the assets and liabilities of Cinergy and CG&E being recorded at their respective fair values as of April 3, 2006. For accounting purposes, the effective date of the merger was April 1, 2006. Cinergy’s and CG&E’s Consolidated Statements of Operations subsequent to the merger include amortization expense relating to purchase accounting adjustments and depreciation of fixed assets based upon their fair value. Therefore, the Cinergy and CG&E financial data prior to the merger will not generally be comparable to its financial data subsequent to the merger. A review of the Securities and Exchange Commission (SEC) regulations has indicated that PSI’s financial statements are not required to use push-down accounting, and therefore, management has elected not to do so. See Note 2 for additional information.

Due to the impact of the push-down accounting, the financial statement and certain note presentations separate Cinergy’s and CG&E’s presentations into two distinct periods, the period before the consummation of the merger (labeled “Predecessor”) and the period after that date (labeled “Successor”), to indicate the application of different bases of accounting between the periods presented. The push-down accounting adjustments did not impact cash flows as previously presented.

The fair values of the assets acquired and liabilities assumed for Cinergy and CG&E are preliminary and are subject to change as valuation analyses are finalized and remaining information on the fair values is received. However, Cinergy does not currently anticipate any such changes to have a material impact on its consolidated results of operations, cash flows, or financial position. The portion of the purchase price pushed down to CG&E is based on preliminary estimates of CG&E’s fair value relative to the preliminary fair value of other entities acquired. Adjustments to this preliminary allocation could be material and such adjustments could directly impact the amount recorded in CG&E’s common stock equity. See Note 2 for additional information.

(c) Reclassifications and Revisions

(i) Business Segments and Performance Measures

As a result of the merger with Duke Energy, effective in the second quarter of 2006, Cinergy, CG&E, and PSI adopted new business segments, and the segment performance measure has been changed to earnings before interest and taxes (EBIT) from continuing operations, after deducting minority interest expense related to those profits. As a result, certain prior period amounts have been retroactively adjusted to conform to the new segment presentation and measures. See Note 11 for further discussion of segments.

(d) Conforming Changes in Accounting and Reporting

(i) Emission Allowance Accounting

Effective with the merger between Duke Energy and Cinergy, Cinergy, CG&E, and PSI classifies emission allowances as Intangible Assets in the accompanying Consolidated Balance Sheets and includes cash flows from purchases and sales of emission allowances as investing activities. Historically, Cinergy, CG&E, and PSI classified emission allowances as Inventory and Other non-current assets in the Consolidated Balance Sheets, presented revenues from sales of emission allowances as operating revenues and the cost of emission allowances sold as cost of fuel resold in the Consolidated Statements of Operations and presented cash flows from purchases and sales of emission allowances as operating activities in the accompanying Consolidated Statements of Cash Flows. The classification of Inventory or Other non-current assets was determined by the emission allowances vintage year.

Cinergy ~~believe~~and CG&E changed their method of accounting for emission allowances in connection with their application in push-down accounting in order to conform to the accounting policies of Duke Energy. While the historical policy of classifying emission allowances as Inventory and Other non-current assets was considered acceptable, PSI changed its method of accounting for emission allowances because it believes the classification of emission allowances as Intangible Assets is preferable since emission allowances are contractual rights, which have no physical substance and meet the intangible definition of identifiable non-monetary assets without physical substance. As a result of this change in classification, gains or losses on sales of emission allowances are presented on a net basis in Gain (Loss) on Sales of Other Assets and Other, net in the accompanying Consolidated Statements of Operations and cash flows from purchases and sales of emission allowances are presented in investing activities in the accompanying Consolidated Statements of Cash Flows.

SFAS No. 154, “Accounting Changes and Error Corrections—A Replacement of Accounting Principles Board (APB) Opinion No. 20 and SFAS No. 3”, requires that Cinergy, CG&E, and PSI report this change in accounting policy through retrospective application of the ~~combination will~~new policy to all prior periods presented. This change does not impact income from continuing operations, net income, or total assets as previously presented. A summary of the financial statement items affected by the retroactive application of this change in accounting principle is as follows:


	Successor(1)			Predecessor(1)

Cinergy	Three Months Ended June 30, 2006			Three Months Ended March 31, 2006			Three Months Ended June 30, 2005			Six Months Ended June 30, 2005
				(in millions)
Total Operating Revenues

Before reclassification of emission allowances	$	1,372		$	1,620		$	1,101		$	2,391
Effect of emission allowance reclassification	(64		)	(44		)	(50		)	(90		)
After reclassification of emission allowances	$	1,308		$	1,576		$	1,051		$	2,301


Total Operating Expenses

Before reclassification of emission allowances	$	1,306		$	1,461		$	976		$	2,080
Effect of emission allowance reclassification	(69		)	(18		)	(10		)	(20		)
After reclassification of emission allowances	$	1,237		$	1,443		$	966		$	2,060


(Losses) Gains on Sales of Other Assets and Other, net

Before reclassification of emission allowances	$	-		$	-		$	-		$	-
Effect of emission allowance reclassification	(5		)	26			40			70
After reclassification of emission allowances	$	(5	)	$	26		$	40		$	70

(1) See Note 1(b) for additional information on Predecessor and Successor reporting.

	Successor(1)			Predecessor(1)
	June 30,			December 31,
Cinergy	2006			2005
	(in millions)
Inventory
Before reclassification of emission allowances	$	501		$	589
Effect of emission allowance reclassification	(192		)	(116		)
After reclassification of emission allowances	$	309		$	473

Other Assets
Before reclassification of emission allowances	$	730		$	185
Effect of emission allowance reclassification	(495		)	(59		)
After reclassification of emission allowances	$	235		$	208

Intangible Assets
Before reclassification of emission allowances	$	290		$	135
Effect of emission allowance reclassification	687			175
After reclassification of emission allowances	$	977		$	310

(1) See Note 1(b) for additional information on Predecessor and Successor reporting.


	Successor(1)			Predecessor(1)
	Three Months			Three Months			Six Months
	Ended			Ended			Ended
Cinergy	June 30, 2006			March 31, 2006			June 30, 2005
	(in millions)
Cash Flows from Operating Activities
Before reclassification of emission allowances	$	47		$	84		$	299
Effect of emission allowance reclassification	28			82			19
After reclassification of emission allowances	$	75		$	166		$	318

Cash Flows from Investing Activities
Before reclassification of emission allowances	$	(295	)	$	(294	)	$	(407	)
Effect of emission allowance reclassification	(28		)	(82		)	(19		)
After reclassification of emission allowances	$	(323	)	$	(376	)	$	(426	)

(1) See Note 1(b) for additional information on Predecessor and Successor reporting.

	Successor(1)			Predecessor(1)
CG&E	Three Months Ended June 30, 2006			Three Months Ended March 31, 2006			Three Months Ended June 30, 2005			Six Months Ended June 30, 2005
				(in millions)
Total Operating Revenues

Before reclassification of emission allowances	$	738		$	1,007		$	600		$	1,391
Effect of emission allowance reclassification	(42		)	(44		)	(50		)	(90		)
After reclassification of emission allowances	$	696		$	963		$	550		$	1,301

Total Operating Expenses

Before reclassification of emission allowances	$	697		$	799		$	523		$	1,182
Effect of emission allowance reclassification	(47		)	(18		)	(10		)	(20		)
After reclassification of emission allowances	$	650		$	781		$	513		$	1,162

(Losses) Gains on Sales of Other Assets and Other, net

Before reclassification of emission allowances	$	-		$	-		$	-		$	-
Effect of emission allowance reclassification	(5		)	26			40			70
After reclassification of emission allowances	$	(5	)	$	26		$	40		$	70

(1) See Note 1(b) for additional information on Predecessor and Successor reporting.

	Successor(1)			Predecessor(1)
	June 30,			December 31,
CG&E	2006			2005
	(in millions)
Inventory
Before reclassification of emission allowances	$	288		$	226
Effect of emission allowance reclassification	(139		)	(48		)
After reclassification of emission allowances	$	149		$	178

Other Assets
Before reclassification of emission allowances	$	466		$	46
Effect of emission allowance reclassification	(445		)	(19		)
After reclassification of emission allowances	$	21		$	27

Intangible Assets
Before reclassification of emission allowances	$	266		$	38
Effect of emission allowance reclassification	584			67
After reclassification of emission allowances	$	850		$	105

(1) See Note 1(b) for additional information on Predecessor and Successor reporting.

	Successor(1)			Predecessor(1)
	Three Months			Three Months			Six Months
	Ended			Ended			Ended
CG&E	June 30, 2006			March 31, 2006			June 30, 2005
	(in millions)
Cash Flows from Operating Activities
Before reclassification of emission allowances	$	144		$	61		$	241
Effect of emission allowance reclassification	21			58			(12		)
After reclassification of emission allowances	$	165		$	119		$	229

Cash Flows from Investing Activities
Before reclassification of emission allowances	$	(149	)	$	(126	)	$	(186	)
Effect of emission allowance reclassification	(21		)	(58		)	12
After reclassification of emission allowances	$	(170	)	$	(184	)	$	(174	)

(1) See Note 1(b) for additional information on Predecessor and Successor reporting.

The change in accounting principle for emission allowances had no impact on PSI’s historical Consolidated Statements of Operations. For these three months ended June 30, 2006, the change in accounting principle resulted in a decrease of $22 million in Operating Revenues and Operating Expenses compared to amounts which would have been reported under PSI’s previous method of accounting.

	June 30,			December 31,
	2006			2005
PSI	(in millions)
Inventory
Before reclassification of emission allowances	$	186		$	170
Effect of emission allowance reclassification	(53		)	(67		)
After reclassification of emission allowances	$	133		$	103

Other Assets
Before reclassification of emission allowances	$	150		$	132
Effect of emission allowance reclassification	(50		)	(40		)
After reclassification of emission allowances	$	100		$	92

Intangible Assets
Before reclassification of emission allowances	$	26		$	7
Effect of emission allowance reclassification	103			107
After reclassification of emission allowances	$	129		$	114

	Six Months Ended
	June 30
PSI	2006			2005
	(in millions)
Cash Flows from Operating Activities
Before reclassification of emission allowances	$	367		$	164
Effect of emission allowance reclassification	31			31
After reclassification of emission allowances	398			195

Cash Flows from Investing Activities
Before reclassification of emission allowances	$	(221	)	$	(224	)
Effect of emission allowance reclassification	(31		)	(31		)
After reclassification of emission allowances	(252		)	(255		)

(ii) Assets Held for Sale

When a determination was made that a long-lived asset or asset group should be classified as an asset “held for sale” pursuant to SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the long-lived asset or asset group are presented on the Consolidated Balance Sheet with the current and noncurrent portions separately presented based upon their previous classification (prior to meeting the “held for sale” criteria). Prior period balance sheets are not retrospectively adjusted for current period discontinued operations to conform to the current year presentation. Historically, Cinergy and CG&E classified all “held for sale” amounts as noncurrent and adjusted their Consolidated Balance Sheets retrospectively to conform to the current presentation. This change in presentation has been adopted in order for the Cinergy and CG&E financial statements to conform to the Duke Energy presentation as a result of push-down accounting. PSI does not have “held for sale” amounts for any of the periods presented. See Note 10 for additional information.

(iii) Reclassifications

The financial statements have been reclassified to conform with Duke Energy’s format. Certain other prior period amounts have been reclassified to conform to current year presentation. Such reclassifications include the reclassification of income from continuing operations from Cinergy’s commercial marketing and trading business to discontinued operations. See Note 10 for additional information.

(e) Use of Estimates

To conform with generally accepted accounting principles (GAAP) in the United States, management makes estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and Notes. Although these estimates are based on management’s best available knowledge at the time, actual results could differ.

(f) Accounting for Excise Taxes

Certain excise taxes levied by state or local governments are collected by Cinergy, CG&E, and PSI from its customers. These taxes, which are required to be paid regardless of Cinergy’s, CG&E’s, and PSI’s ability to collect from the customer, are accounted for on a gross basis. When Cinergy, CG&E, or PSI acts as an agent, and the tax is not required to be remitted if it is not collected from the customer, the taxes are accounted for on a net basis. Cinergy’s and CG&E’s excise taxes accounted for on a gross basis and recorded as revenues in the accompanying Consolidated Statements of Operations for the three months ended June 30, 2006, March 31, 2006, and June 30, 2005 and the six months ended June 30, 2005 were as follows:

	Successor(1)		Predecessor(1)
	Three Months		Three Months		Three Months		Six Months
	Ended		Ended		Ended		Ended
	June 30, 2006		March 31, 2006		June 30, 2005		June 30, 2005
			(in millions)

Cinergy	$	33	$	44	$	32	$	73
CG&E	27		38		26		62

(1) See Note 1(b) for additional information on Predecessor and Successor reporting.

PSI’s excise taxes accounted for on a gross basis and recorded in the accompanying Consolidated Statements of Operations for the three months ended June 30, 2006 and 2005 and the six months ended June 30, 2006 and 2005 were as follows:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2006		2005		2006		2005
			(in millions)

PSI	$	6	$	5	$	12	$	11

(g) Regulation

Cinergy’s utility operating companies use the same accounting policies and practices for financial reporting purposes as non-regulated companies under GAAP. However, sometimes actions by the Federal Energy Regulatory Commission (FERC) and the state utility commissions result in accounting treatment different from that used by non-regulated companies. When this occurs, Cinergy, CG&E, and PSI apply the provisions of SFAS No. 71. In accordance with SFAS No. 71, Cinergy, CG&E, and PSI record regulatory assets and liabilities (expenses deferred for future recovery from customers or amounts provided in current rates to cover costs to be incurred in the future, respectively) on their Balance Sheets.

Pursuant to the consummation of the merger between Duke Energy and Cinergy and the application of purchase accounting, a revaluation of the defined benefit plans was completed and resulted in the recognition of a regulatory asset of approximately $425 million for Cinergy and $157 million for CG&E. For additional information on purchase accounting, see Notes 1 and 2.

2. Duke Energy/Cinergy Merger

On April 3, 2006, the previously announced merger between Duke Energy and Cinergy was consummated (see Note 1(a) for additional information on the merger and Note 1(b) for additional information on purchase accounting and Predecessor and Successor reporting). For accounting purposes, the effective date of the merger was April 1, 2006. The merger combines the Duke Energy and Cinergy regulated franchises as well as deregulated generation in the Midwestern United States (Midwest). The merger is anticipated to provide ~~substantial~~more regulatory, geographic, and weather diversity to Duke Energy’s earnings. In connection with the merger, Duke Energy issued 1.56 shares of Duke Energy common stock for each outstanding share of Cinergy common stock, which resulted in the issuance of approximately 313 million shares of Duke Energy common stock. Based on the market price of Duke Energy common stock during the period, including the two trading days before, through the two trading days after, May 9,

2005, the date Duke Energy and Cinergy announced the merger, the transaction is valued at approximately $9.1 billion and has resulted in preliminary goodwill for Cinergy and CG&E of approximately $4.3 billion and $2.2 billion, respectively. The amount of goodwill results from significant strategic and financial benefits expected to ~~their shareholders, employees~~be realized by Cinergy and ~~customers,~~CG&E including:

· increased financial strength and flexibility;

· stronger utility business platform;

· greater scale and fuel diversity, as well as improved operational efficiencies for the merchant generation business;

· broadened electric distribution platform;

· improved reliability and customer service through the sharing of best practices;

· increased scale and scope of the electric and gas businesses with stand-alone strength;

· complementary positions in the ~~midwest;~~Midwest;

· greater customer diversity;

· combined expertise; and

· significant cost savings synergies.

As a condition to the merger approval, the Public Utilities Commission of Ohio (PUCO) and the Kentucky Public Service Commission (KPSC) required that certain merger related savings be refunded to customersdiscussed in ~~each service territory and provided additional conditions that the new company would~~Note 1(b) above, purchase accounting impacts, including goodwill recognition, have to meet. While the merger itself was not subject to approval by the IURC, the IURC approved, subject to similar conditions, certain affiliate agreements in connection with the merger. Key elements of these provisions were:

·~~CG&E~~ ~~will provide a rate credit of approximately $15 million for one year to facilitate economic development in a time of increasing rates and a credit of approximately $21 million~~been “pushed down” to ~~CG&E’s~~ ~~gas and electric customers in Ohio for one year, with both credits beginning January 1, 2006.~~

In April 2006, The Office of the Ohio Consumers’ Counsel (OCC) filed a Notice of Appeal with the Supreme Court of Ohio, requesting the Court remand the PUCO’s merger approval for a full evidentiary hearing. The Office of the Ohio Consumers’ Counsel alleges that the PUCO committed reversible error on both procedural and substantive grounds, in among other things, failing to set the matter for a full evidentiary hearing, failing to consider evidence regarding the transfer of the Duke Energy North America (DENA) assets to ~~CG&E~~~~, and failing to lift the stay on discovery.~~ ~~CG&E~~Cinergy and CG&E, resulting in the ~~OCC have resolved this matter through settlement~~assets and ~~we expect the OCC to withdraw its appeal.~~

·liabilities of ~~PSI~~Cinergy ~~will provide a rate credit~~and CG&E being recorded at their respective fair values as of ~~$40 million to~~ ~~PSI~~ ~~customers over a one year period and $5 million for low-income energy assistance and clean coal technology. In~~ April ~~2006, Interveners, Citizens Action Coalition of Indiana, Inc., filed a Verified Petition for Rehearing and Reconsideration claiming that~~ ~~PSI~~3, 2006.

~~should be ordered~~Purchase price allocation and goodwill

The following table summarizes the differences between the estimated fair values and the carrying values of the Cinergy and CG&E assets and liabilities at the date of acquisition (the fair values are preliminary and are subject to ~~provide~~change including the amount of goodwill in total and the amount allocated to CG&E) as fair value analyses are finalized and remaining information on the fair values is received:

	As of April 3, 2006
	Cinergy						CG&E
	(in millions, except per share amount)

Purchase price
Cinergy common shares outstanding				200.51
Exchange ratio				1.56
Duke Energy HC common shares issued				312.80
Purchase price per Duke Energy HC common share(1)				$	28.75
				$	8,993
Fair value of vested employee stock options issued				59
Duke Energy HC direct acquisition costs				37
Total purchase price				$	9,089					$	4,801	(2)
Less Cinergy/CG&E net book value at acquisition				(4,574		)				(1,991		)
Excess purchase price				$	4,515					$	2,810

Fair value adjustments to assets acquired
Current assets	$	46					$	5
Property, plant, and equipment(3)	(212		)				(440		)
Intangibles	(677		)				(738		)
Regulatory assets and deferred debits	(439		)				(150		)

Fair value adjustments to liabilities assumed
Current liabilities	124						12
Accrued pension and post-retirement benefit costs	564						124
Deferred taxes	171						390
Other non-current liabilities	197						160
				(226		)				(637		)
Goodwill resulting from merger				$	4,289					$	2,173
Less: Preliminary goodwill associated with Assets held for sale(4)				(161		)				—
Goodwill at June 30, 2006				$	4,128					$	2,173

(1)Price based on average price of Duke Energy stock during the period two days prior to merger announcement through two days after.

(2)Allocation of purchase price to CG&E was based on relative fair value of entities acquired (including CG&E) compared to a total purchase price of $9.089 billion. See Note 1(b) for additional information.

(3) Amounts recorded for regulated property, plant, and equipment by Cinergy and CG&E on the acquisition date include approximately $3,995 million and $1,510 million, respectively, related to accumulated depreciation of acquired assets.

(4)In June 2006, an agreement was reached to sell Marketing & Trading. Approximately $161 million of goodwill has been preliminarily allocated to that business and was classified as held for sale at June 30, 2006. See Note 10 for additional $5information.

Goodwill recorded as of June 30, 2006 resulting from Duke Energy’s merger with Cinergy is $4,289 million. Of this amount, approximately $161 million has been allocated to assets held for sale related to the disposition of Marketing & Trading and Cinergy Canada, Inc. See Note 10 for additional information. The valuation and other assessment procedures required to allocate this goodwill to the appropriate reporting units and reportable segments is currently in ~~rate credits to customers~~process and is anticipated to be ~~consistent~~completed during 2006. While the allocation is not yet complete, Cinergy anticipates that the goodwill will be allocated to the U.S. Franchised Electric & Gas and Commercial Power segments, as well as Other, and the majority of the goodwill will be allocated to the U.S. Franchised Electric & Gas segment. See Note 11 for additional information.

The following unaudited consolidated pro forma financial results are presented as if the merger with Duke Energy had occurred at the ~~NCUC order. An order~~beginning of each of the periods presented:

Unaudited Consolidated Pro Forma Results

Cinergy

	Three Months Ended		Three Months Ended		Six Months Ended
	March 31,		June 30,		June 30,
	2006		2005		2005
	(in millions)

Operating revenues	$	1,579	$	1,055	$	2,308
Income from continuing operations	49		34		110
Net income	51		22		110

Unaudited Consolidated Pro Forma Results

CG&E

	Three Months Ended		Three Months Ended		Six Months Ended
	March 31,		June 30,		June 30,
	2006		2005		2005
	(in millions)

Operating revenues	$	966	$	554	$	1,308
Income from continuing operations	85		11		45
Net income	83		20		72
Earnings available for common stockholders	83		20		72

Pro forma results for the three months ended June 30, 2006 are not presented since the merger occurred at the beginning of the period presented. Additionally, pro forma results do not include any significant transactions completed by Cinergy other than the merger with Duke Energy. The pre-tax impacts of purchase accounting on the ~~Petition is~~results of operations of Cinergy and CG&E are expected ~~in the second quarter~~to be charges of approximately $130 million to $140 million during 2006.

· ~~ULH&P will provide $7.6 million in rate credits~~Prior to ~~ULH&P customers over five years, ending when new rates are established in the next rate case after January 1, 2008.~~

~~In addition, the Federal Energy Regulatory Commission (FERC) approved~~consummation of the merger, ~~without conditions. On January 19, 2006, Public Citizen’s Energy Program, Citizen’s Action Coalition of Indiana, Ohio Partners~~certain regulatory approvals were received from the state utility commissions and the FERC. See Note 13(a) for ~~Affordable Energy and Southern Alliance for Clean Energy requested rehearing~~a discussion of the ~~FERC approval. On February 21, 2006,~~regulatory impacts of the ~~FERC issued an order granting rehearing of FERC’s order for further consideration.~~merger.

The consummation of the merger triggered certain “change in control” provisions that provided enhanced and/or accelerated benefits to management level employees in the event of a qualifying transaction. See Note ~~2(b)(~~19(~~iii~~i) for additional information on these payments.

~~Purchase price allocation~~3. Common Stock and ~~goodwill~~

~~Duke has been determined to be the acquirer and~~ ~~Cinergy~~ the acquiree under generally accepted accounting principles. The merger is being recorded using the purchase method of accounting whereby the total purchase price of approximately $9 billion is being allocated to ~~Cinergy’s~~ ~~identifiable tangible and intangible assets acquired and liabilities assumed based on their fair values.~~ ~~Cinergy Corp.’s~~ ~~results of operations will be included in Duke Energy Holding’s results beginning April 2006.~~

~~The allocation of the purchase price to the net assets of~~ ~~Cinergy~~ ~~and the resulting goodwill determination are not yet complete. However, preliminary indications are that the acquisition will result in approximately $4 billion of goodwill.~~

~~Based on management’s review and analysis of relevant Securities and Exchange Commission (SEC) regulations,~~ ~~Cinergy~~ ~~expects the impacts of purchase accounting, including goodwill, to be pushed down and recorded on the financial statements of~~ ~~Cinergy~~~~. Management also expects that a portion of the purchase price will be pushed down and recorded on the financial statements of~~ ~~CG&E~~~~. Since the merger did not occur until April 2006, all impacts of push-down accounting will be implemented in the second quarter financial statements of~~ ~~Cinergy~~ ~~and~~ ~~CG&E~~~~. Our review of SEC regulations has indicated that~~ ~~PSI’s~~ ~~financial statements are not required to use push-down accounting and management does not anticipate electing to do so.~~

~~(b)~~ ~~Presentation~~

~~Financial Statements~~

Our Condensed Financial Statements reflect all adjustments (which include normal, recurring adjustments) necessary in the opinion of the registrants for a fair presentation of the interim results. These results are not necessarily indicative of results for a full year. These statements should be read in conjunction with the Financial Statements and the notes thereto included in the registrants’ combined Form 10-K for the year ended December 31, 2005 (2005 10-K). We have restated certain prior-year amounts in ~~Cinergy’s~~ financial statements, including cash flows, to reflect the impact of discontinued operations in 2005 and 2006. For a further discussion of discontinued operations, see Note 8. Also, certain amounts in the 2005 Condensed Financial Statements have been reclassified to conform to the 2006 presentation.

~~Management makes estimates and assumptions when preparing financial statements under generally accepted accounting principles. Key estimates and judgments include:~~

· ~~Valuing derivative contracts used in our energy marketing and trading activities;~~

· ~~Evaluating the regulatory recoverability of various costs;~~

· ~~Providing reserves for contingencies, including legal, environmental, and income taxes; and~~

· ~~Evaluating various non-regulated fixed assets and investments for impairment.~~

These estimates and judgments are discussed more fully in “Critical Accounting Estimates” in our 2005 10-K. Actual results could differ, as these estimates and assumptions involve judgment about future events or performance.

~~(c)~~ ~~Revenue Recognition~~

~~Utility Revenues~~

~~CG&E~~~~, and~~ ~~PSI~~ ~~(collectively, our utility operating companies) record~~ ~~Operating Revenues~~ for electric and gas service when delivered to customers. Customers are billed throughout the month as both gas and electric meters are read. We recognize revenues for retail energy sales that have not yet been billed, but where gas or electricity has been consumed. This is termed “unbilled revenues” and is a widely recognized and accepted practice for utilities. In making our estimates of unbilled revenues, we use systems that consider various factors, including weather, in our calculation of retail customer consumption at the end of each month. Given the use of these systems and the fact that customers are billed monthly, we believe it is unlikely that materially different results will occur in future periods when these amounts are subsequently billed.

~~Unbilled revenues for~~ ~~Cinergy~~, ~~CG&E~~~~, and~~ ~~PSI~~ ~~as of March 31, 2006 and 2005, were as follows:~~

2006

2005

(in millions)

Cinergy

$
172

$
143

CG&E

105

86

PSI

67

57

~~(d)~~ ~~Derivatives~~

~~(i) Hedges of Natural Gas held in Storage~~

~~Cinergy~~ designates derivatives as fair value hedges for certain volumes of our natural gas held in storage. Under this accounting election, changes in the fair value of both the derivative as well as the hedged item (the specified gas held in storage) are included in ~~Gas Operating Revenues~~ in ~~Cinergy’s~~ Condensed Consolidated Statements of Income. We assess the effectiveness of the derivatives in offsetting the change in fair value of the gas held in storage on a quarterly basis. Selected information on ~~Cinergy’s~~ ~~hedge accounting activities for the quarters ended March 31, 2006 and 2005 were as follows:~~

2006

2005

(in millions)

Portion of loss on hedging instruments determined to be ineffective

$
(5
)
$
(4
)
Portion of gain on hedging instruments related to changes in time value excluded from assessment of ineffectiveness

36

4

Total included in Gas operating revenues

$
31

$
—

~~(ii) Generation Portfolio Optimization~~

~~CG&E~~ attempts to optimize the value of its non-regulated generation portfolio, which includes generation assets, fuel, and emission allowances. When power is sold forward, we typically purchase the fuel and emission allowances required to produce the power to lock in our eventual margin at the time of delivery. The market values of these commodities change independently over time and when economic, ~~CG&E~~ ~~may purchase forward power to be used to deliver against the forward power sales, and in turn sell the fuel and/or emission allowances.~~

Emission allowances and the majority of fuel contracts typically follow the accrual method of accounting. However, generally accepted accounting principles (GAAP) requires that certain forward purchases of coal and forward sales of power (those classified as derivatives) use the mark-to-market (MTM) method of accounting. This differing accounting treatment for the various components of the generation portfolio can lead to volatility in reported earnings. A hypothetical $1.00 per megawatt hour (MWh) change consistently applied to all forward power prices would have resulted in a change in fair value of these contracts, and therefore unrealized gains or losses, of approximately $7.4 million as of March 31, 2006. A hypothetical $1.00 per ton change consistently

~~applied to all forward coal prices would have resulted in a change in fair value of these contracts of approximately $3.5 million as of March 31, 2006.~~

~~(iii) Trading & Marketing~~

~~Cinergy~~ ~~and~~ ~~CG&E~~ measure the market risk inherent in the trading portfolio employing value at risk (VaR) analysis, as discussed in the 2005 10-K. The change in VaR from the 2005 10-K was not material to our financial position or results of operations.

~~(e)~~ ~~Accounting Changes~~

~~(i) Share-Based Payment~~

~~In December 2004, the FASB issued a replacement of SFAS No. 123,~~ ~~Accounting for Stock-Based~~Stock-based Compensation~~, as amended by SFAS No. 148,~~ ~~Accounting for Stock-Based Compensation — Transition and Disclosure~~~~, (Statement 148), (Statement 123),~~ ~~SFAS No. 123 (revised 2004), Share-Based Payment~~ (Statement 123R). This standard requires, among other things, accounting for all stock-based compensation arrangements under the fair value method. The standard also requires compensation awards that involve the achievement of a certain company stock price (or similar measure) to have the likelihood of reaching those targets incorporated into the fair value of the award. The number of awards paid out under ~~Cinergy’s~~ ~~performance-based share awards under the Cinergy Corp. 1996 Long-Term Incentive Compensation Plan (LTIP) is based on~~ ~~Cinergy’s~~ ~~expected total shareholder return (TSR) as measured against a pre-defined peer group. Therefore, these awards were required to be re-valued at fair value upon adoption.~~

~~We adopted Statement 123R on January 1, 2006 using the modified prospective application.~~ ~~Cinergy~~ recognized a loss of approximately $3.5 million, net of tax, for the cumulative effect of this change in accounting principle. The cumulative effect is due to the use of a new model that incorporates the expected TSR into the fair value of ~~Cinergy’s~~ ~~performance-based share awards under the LTIP. This model is used to value all performance-based share awards under the LTIP, beginning January 1, 2006.~~

In 2003, we prospectively adopted accounting for our stock-based compensation plans using the fair value recognition provisions of Statement 123, as amended by Statement 148, for all employee awards granted or with terms modified on or after January 1, 2003. Therefore, the impact of implementation of Statement 123R on stock options and remaining awards, other than the aforementioned performance-based share awards, within our stock-based compensation plans was not material. See additional detail regarding ~~Cinergy’s~~ ~~stock-based compensation plans in Note 2(b).~~

~~(ii) Accounting for Servicing of Financial Assets~~

~~In March 2006, the FASB issued SFAS No. 156,~~ ~~Accounting for Servicing of Financial Assets~~ ~~(Statement156) an amendment of SFAS No. 140,~~ ~~Accounting for Transfers and Servicing of Financial Assets and~~~~Extinguishments of Liabilities~~~~. Statement 156 establishes new standards for how entities that service financial assets account for their servicing rights.~~ ~~CG&E~~ retains servicing responsibilities for its role as collection agent for receivables sold to Cinergy Receivables Company, LLC. We are in the process of evaluating the impact of adopting this new standard on ~~Cinergy’s~~ ~~accounts receivable sales program. Currently, we are unable to predict whether the implementation of this accounting standard will be material to our financial position or results of operations. Wewill adopt Statement 156 on January 1, 2007.~~

~~(iii) Determining Variability in Application of FASB Interpretation No. 46(R) (FIN 46(R)-6)~~

~~In April 2006, the FASB staff issued FASB Interpretation No. 46(R)-6 (FIN 46(R)-6) to address how to determine the variability to be considered in applying FIN 46(R),~~ ~~Consolidation of Variable Interest Entities~~. The variability that is considered in applying FIN 46(R) affects the determination of whether the entity is a variable interest entity (VIE), which interests are variable interests in the entity, and which party, if any, is the primary beneficiary of the VIE. The variability affects the calculation of expected losses and expected residual returns. This Statement is effective July 1, 2006. ~~Cinergy~~ ~~does not anticipate that the adoption of FIN 46(R)-6 will have a material impact on our financial position or results of operations.~~

2.~~Common Stock~~
(a)                                  ~~Changes In~~ Common Stock Outstanding
Prior to its merger with Duke Energy, Cinergy~~issues~~ issued new Cinergy Corp. common stock shares to satisfy obligations under certain of its employee stock plans and the ~~Cinergy Corp.~~ Direct Stock Purchase and Dividend Reinvestment Plan. ~~During the three months ended March 31, 2006,~~ Cinergy issued 1.7 million shares of stockunder these ~~plans.~~plans in the quarter ended March 31, 2006. After the merger, obligations under these plans were satisfied through open market purchases of Duke Energy common stock.
Cash dividends declared for the quarter ended March 31, 2006 included dividends of $0.48 per share, which were declared by the ~~board~~Board of ~~directors~~Directors on January 16, 2006 and partial dividends of $0.1564 per share, which were declared on March 10, 2006.
In April 2006, CG&E filed a petition with the FERC for a declaratory ruling that ~~CG&E’s~~its payment of dividends out of its paid-in capital account,, using the balance transferred from the retained earnings account, resulting from purchase accounting arising from the ~~Duke/~~Duke Energy/Cinergy~~Cinergy~~ merger, would not violate section 305(a) of the Federal Power Act, which generally precludes dividends out of paid-in capital.  Such a ruling iswas necessary because purchase/push-down accounting ~~will~~ reset retained earnings to zero as of April 3, 2006, thus precluding CG&E from using pre-merger retained earnings to pay dividends.  ~~Until~~Without this approval, ~~is received,~~ CG&E’s ability to pay dividends ~~will be~~would have been constrained to earnings since April 3, 2006. ~~The~~In May 2006, the FERC ~~has approved such dividend payments in proceedings involving other mergers. At this time,~~issued an order approving CG&E&E’s ~~cannot predict the outcome of this proceeding.~~petition.

Cinergy Corp. owns all of the common stock of CG&E and PSI. ~~Effective~~In April 3, 2006, Duke Energy acquired 100 percent of Cinergy’s outstanding stock ~~was converted into~~for 1.56 shares of Duke Energy ~~Holding~~common stock per outstanding share of Cinergy common stock. This conversion resulted in the issuance of approximately 313 million shares of Duke Energy common stock. See Note ~~1(a)~~2 for additional information.
(b)                                  Stock-based Compensation Plans
~~We currently~~Subsequent to the closing of the merger, Cinergy and its subsidiaries are allocated stock-based compensation expense from Duke Energy as certain of its employees participate in Duke Energy’s stock-based compensation programs. In December of 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No. 123(R)), which replaces SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123) and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. For Cinergy, timing for implementation of SFAS No. 123(R) was January 1, 2006. Cinergy is required to determine an appropriate expense for stock-based compensation and record compensation expense in the Consolidated Statements of Operations for stock options. Cinergy implemented SFAS No. 123(R) using the modified prospective transition method. In 2003, Cinergy prospectively adopted accounting for its stock-based compensation plans using the fair value recognition provisions of SFAS No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure — an Amendment of FASB Statement No. 123;” for all employee awards granted or with terms modified on or after January 1, 2003. Therefore, the impact of implementation of SFAS No. 123(R) on stock options and remaining awards was not material. See Note 17 for additional information regarding this new standard.
Compensation expense for awards with graded vesting provisions is recognized in accordance with FASB Interpretation No. (FIN) 28, “Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans.” Duke Energy and Cinergy elected to adopt the modified prospective application method as provided by SFAS No.123(R), and accordingly, financial statement amounts from the prior periods presented in this Form 10-Q have not been restated. There were no modifications to outstanding stock options prior to the adoption of SFAS No. 123(R).   See Note 17 for additional information regarding this new standard.
Prior to the merger with Duke Energy, Cinergy had the following stock-based compensation plans:
·                  ~~LTIP;~~Cinergy Corp. 1996 Long-term Incentive Compensation Plan (LTIP);
·                  ~~SOP;~~Cinergy Corp. Stock Option Plan (SOP);
·                  Employee Stock Purchase and Savings Plan;
·                  Retirement Plan for Directors;
·                  Directors’ Equity Compensation Plan;
·                  Directors’ Deferred Compensation Plan;
·                  401(k) Plans; and
·                  401(k) Excess Plan.
The LTIP and SOP programs are discussed below. The activity in 2006 and 2005 for the remaining stock-based compensation plans was not significant.

In 2003, we prospectively adopted accounting for our stock-based compensation plans using the fair value recognition provisions of Statement 123, as amended by Statement 148, for all employee awards granted or with terms modified on or after January 1, 2003. Effective January 1, 2006,
Cinergy ~~adopted Statement 123R. See Note 1(e)(~~i)recorded stock-based compensation expense for ~~additional information regarding this new accounting standard.~~
~~For~~ the three months ended March 31, 2006 and June 30, 2006, and June 30, 2005 ~~total compensation cost~~and the six months ended June 30, 2005 as follows, the components of which are further described below:

Successor(1)

Predecessor(1)

Three Months Ended
June 30, 2006

Three Months Ended
March 31, 2006

Three Months Ended
June 30, 2005

Six Months Ended
June 30, 2005

(in millions)

Stock Options

$
2

$
3

$
4

$
5

Phantom Stock

3

1

1

2

Performance Awards

1

12

(3
)
—

Other Stock Awards

—

—

1

2

Total

$
6

$
16

$
3

$
9

(1) See Note 1(b) for additional information on Predecessor and Successor reporting.
Compensation expense for CG&E and PSI was not material for any of the periods presented. The tax benefit associated with the recorded expense for the ~~above plans~~three months ended March 31 and June 30, 2006 and the six months ended June 30, 2005 was ~~$22~~$6 million, $2 million, and ~~$12~~$4 million, respectively. ~~The total income tax benefit recognized for share-based compensation arrangements was $9 million in 2006 and $5 million in 2005.~~ Costs associated with the immediate vesting of shares and options in conjunction with the consummation of the merger with Duke Energy, as discussed below, ~~will be~~were accounted for as part of purchase accounting.
(i)   LTIP
Under ~~this~~the LTIP plan, certain key employees may be granted incentive and non-qualified stock options, stock appreciation rights, ~~(SARs),~~ non-vested stock awards, dividend equivalents, phantom stock, the opportunity to earn performance-based shares, and certain other stock-based awards. Stock options are granted to participants with an option price equal to or greater than the fair market value on the grant date, and generally with a vesting period of three years. The vesting period begins on the grant date and all options expire within 10 years from that date. Expense for stock options granted to retirement eligible employees is recognized immediately as these employees are deemed to immediately vest in their stock options. ~~There are 14,500,000 shares authorized for issuance under the LTIP plan.~~

Most options granted prior to May 8, 2005 were immediately vested upon consummation of the ~~April 3, 2006~~ merger with ~~Duke. Options granted after May 8, 2005~~Duke Energy, and all such options were converted tointo Duke Energy ~~Corporation~~ options on April 3, 2006 at the 1.56 conversion ~~rate and~~rate. All options granted after May 8, 2005 will continue to be expensed over the remaining portion of the three-year vesting period unless granted to retirement eligible ~~employees.~~employees in which case they are expensed immediately. Duke Energy ~~Corporation~~ plans to issue new Duke Energy ~~Corporation~~ common shares when the above options are exercised.
Previously, performance-based share awards were paid 50 percent in common stock and 50 percent in cash. As of December 31, 2005, all performance shares were classified as liabilities as management intends to pay all outstanding awards in cash. As a result, the expected cash payout portion of the performance shares were reported in Current Liabilities - - Other and ~~Non-Current Liabilities -~~Deferred Credits and Other. Liabilities. All performance awards vested immediately with the consummation of the merger. Management paid all outstanding awards in cash. Total cash paid for the performance-based share liabilities for the three months ended March 31 and June 30, 2006 and the six months ended June 30, 2005 were $5 million, $60 million, and $14 million, ~~for the quarters ended March 31, 2006 and 2005,~~ respectively.

~~Entitlement to performance-based share awards is based on~~ ~~Cinergy’s~~ ~~TSR over designated Cycles as measured against a pre-defined peer group of utility companies (Relative TSR).~~ Target grants of performance-based shares were made for the following Cycles:

Grant

Performance

Target

Cycle

Date

Period

Grant of Shares

(in thousands)

VIII

1/2004

2004-2006

~~367~~366

IX

1/2005

2005-2007

~~342~~340

X

1/2006

2006-2008

351

~~The target award is earned if~~ ~~Cinergy’s~~ ~~Relative TSR ranking is~~All performance shares under Cycles VIII and IX vested immediately at ~~the 55~~th ~~percentile at the end of the performance period. The maximum payout is equal to~~ 200 percent of target upon consummation of the merger. Cycle X performance shares vested on a pro-rata basis also at 200 percent of target ~~and~~at the ~~minimum payout is zero, depending~~consummation of the merger. Executives who left Cinergy received the remaining prorated share of Cycle X shares paid out at target.
Stock-based performance awards outstanding vest over three years. Certain performance awards granted in 2006 contain market conditions based on ~~Cinergy’s~~ ~~ranking above or below~~ the 55th ~~percentile target.~~
~~We use~~total shareholder return (TSR) of Duke Energy stock. These awards are valued using a path-dependent model that incorporates expected ~~Relative~~relative TSR into the fair value determination of ~~Cinergy’s~~Duke Energy’s performance-based share awards with the adoption of ~~Statement 123R.~~SFAS No. 123(R). The model uses three year historical volatilities and correlations for all companies in the pre-defined peer group, including ~~Cinergy~~,Duke Energy, to simulate ~~Cinergy’s~~ ~~Relative~~Duke Energy’s relative TSR as of the end of ~~each Cycle.~~the performance period. For each simulation, ~~Cinergy’s~~ ~~Relative~~Duke Energy’s relative TSR associated with the simulated stock price at the end of the ~~cycle~~performance period plus expected dividends within the period results in a value per share for the award portfolio. The average of these simulations is the expected portfolio value per share. Actual life to date results of ~~Cinergy’s~~ ~~Relative~~Duke Energy’s relative TSR for each ~~Cycle~~grant is incorporated within the model. Other awards not containing market conditions are measured at grant date price. Duke Energy awarded 482,600 shares (fair value of approximately $12 million) in the six months ended June 30, 2006.
The following table summarizes information about stock-based performance awards issued to Cinergy employees and outstanding at June 30, 2006:

Shares

Weighted
Average Grant
Date Fair Value

Number of Stock-based Performance Awards:

Outstanding at April 1, 2006

—

$
—

Granted

482,600

25

Vested

—

—

Forfeited

(1,010
)
18

Canceled

—

—

Outstanding at June 30, 2006

481,590

$
25

As of June 30, 2006, Cinergy had approximately $11 million of compensation expense which is expected to be recognized over a weighted-average period of 2.5 years.
~~All performance~~Phantom stock awards outstanding vest over periods from one to five years. Duke Energy awarded 364,570 shares to Cinergy employees (fair value of approximately $11 million based on the market price of Duke Energy’s common stock at the grant dates) in the six months ended June 30, 2006. Converted Cinergy phantom stock awards are paid in cash and are measured and recorded as liability awards.
34

The following table summarizes information about phantom stock awards issued to Cinergy employees and outstanding at June 30, 2006:

     Shares

Weighted
Average Grant
Date Fair Value

Number of Phantom Stock Awards:

Outstanding at April 1, 2006(1)

31,530

$
29

Granted

364,570

29

Vested

(23,398
)
29

Forfeited

(5,229
)
29

Canceled

—

—

Outstanding at June 30, 2006

367,473

$
29

(1)     Balance of converted Cinergy awards.
The total fair value of the shares vested during the three months ended June 30, 2006 was approximately $1 million. As of June 30, 2006, Cinergy had approximately $8 million of compensation expense which is expected to be recognized over a weighted-average period of 3.1 years.
Cinergy had other stock awards outstanding under ~~Cycles VIII and IX~~the LTIP that vested ~~immediately at 200 percent of target with~~upon the ~~April 3, 2006~~change in control due to the consummation of the merger. ~~Cycle X performance~~The fair value of the shares vested ~~on a pro-rata basis also at 200 percent of target at~~during the ~~consummation of the merger.~~

three months ended June 30, 2006 was approximately $1 million.
(ii)          Stock Option Activity
Most options granted prior to May 8, 2005 under the LTIP and SOP plans were immediately vested upon consummation of the merger with Duke Energy, and all such options were converted into Duke Energy options at the 1.56 conversion rate. All options granted after May 8, 2005 will continue to be expensed over the remaining portion of the three-year vesting period unless granted to retirement eligible employees in which case they are expensed immediately. Duke Energy plans to issue new Duke Energy common shares when the above options are exercised.
Stock option activity for options issued to Cinergy employees for the three months ended March 31, 2006 is summarized as follows:

LTIP and SOP

LTIP and  SOP - Predecessor

Shares
Subject to
Option

Weighted
Average
Exercise Price

Weighted
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
Value

Shares
Subject to
Option

Weighted
Average
Exercise Price

Weighted
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
Value

(in millions)

(in millions)

Balance at December 31, 2005

5,484,649

34.72

5,484,649

$
34.72

Options granted(1)

674,900

42.45

Options granted(1)

674,900

42.45

Options exercised

(1,488,171
)
33.37

$
16

(1,488,171
)
33.37

$
16

Options forfeited/expired

(6,300
)
41.11

(6,300
)
41.11

Balance at March 31, 2006

4,665,078

$
36.30

6.32 yrs

$
43

4,665,078

$
36.30

6.32 yrs

$
43

Options Exercisable(2):

At March 31, 2006

2,433,378

$
32.94

4.27 yrs

$
30

Options Exercisable at March 31, 2006(2)

2,433,378

$
32.94

4.27 yrs

$
30

(1)Options ~~have not been~~ granted ~~under~~to Cinergy employees upon consummation of the ~~SOP since 2001.~~merger with Duke Energy.
(2)475,867 options exercisable pertain to the SOP.

Stock option activity for options issued to Cinergy employees for the three months ended June 30, 2006 is summarized as follows:

LTIP and SOP - Successor

Shares Subject
to Option

Weighted
Average
Exercise Price

Weighted
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
Value

(in millions)

Balance at April 1, 2006

7,277,522

$
23

Options granted(1)

1,877,646

29

Options exercised

(968,170
)
20

$
8

Options forfeited/expired

(52,260
)
27

Balance at June 30, 2006

8,134,738

$
25

6.9 yrs

$
36

Options Exercisable at June 30, 2006

5,511,412

$
23

5.6 yrs

$
34

(1)    Options granted to Cinergy employees upon consummation of the merger with Duke Energy.
For the three months ended June 30 and March 31, 2006, weCinergy received $20 million and $29 million, respectively, in cash from the exercise of outstanding stock options. The tax benefit realized from these exercised options for the three months ended March 31, 2006 was $14 million. The total compensation expense related to unvested options at ~~March 31,~~June 30, 2006 was $3$12 million which will be recognized over a weighted average period of ~~2.24~~2.7 years. The total fair-value of options granted during the ~~quarters~~three months ended March 31 and June 30, 2006 and the six months ended June 30, 2005, ~~were $6.66~~was $6.07 per share, $5.45 per share, and $5.65 per share, respectively. The total intrinsic value of options exercised was $16 million, $8 million, and $2$4 million for the three months ended March 31 and June 30, 2006 and the six months ended June 30, 2005, respectively.
The fair ~~values~~value of options granted ~~were estimated as of the grant date~~was determined using ~~the~~a Black-Scholes ~~option-pricing~~ model using the assumptions listed in the following table for the ~~three months ended March 31:~~periods presented:

LTIP

2006

2005

Risk-free interest rate(1)

4.33
%
3.62
%

Expected dividend yield(2)

4.41
%
4.52
%

Expected life(3)

5.01
yrs.
4.99
yrs.

Expected volatility(4)

22.43
%
21.28
%

LTIP

Successor(1)

Predecessor(1)(2)

Three Months

Three Months

Six Months

Ended

Ended

Ended

June 30, 2006

March 31, 2006

June 30, 2005

Risk-free interest rate

4.78
%(7)

4.33
%(3)
3.62
%(3)
Expected dividend yield

4.40
%(8)

4.41
%(4)
4.52
%(4)
Expected life(5)

6.29
yrs

5.01
yrs
4.99
yrs
Expected volatility

24.00
%(9)

22.43
%(6)
21.28
%
(1)
See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)
There were no stock options granted during the three months ended June 30, 2005.
(3)
The risk-free rate is based upon the U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of the options.
(4)
The expected dividend yield is based upon annualized dividends and the closing stock price on the grant date.
(5)
The expected term of options is derived from historical data.
(6)
Volatility is based upon the historical volatility with a look back period equal to the expected term of the options.
(7)
The risk-free rate is based upon the U.S. Treasury Constant Maturity rates as of the grant date.
(8)
The expected dividend yield is based upon annualized dividends and the 1-year average closing stock price.
(9)
Volatility is based upon 50 percent historical and 50 percent implied volatility. Historic volatility is based on the weighted average between Duke Energy and Cinergy historical volatility over six years using daily stock prices. Implied volatility is the average for all option contracts with a term greater than six months using the strike price closest to the stock price on the valuation date.
~~(1)~~             ~~The risk free rate is based upon the U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of the options.~~
~~(2)~~             ~~The expected dividend yield is based upon annualized dividends and the closing stock price on the grant date.~~
~~(3)~~             ~~The expected term of options is derived from historical data.~~
~~(4)~~             ~~Volatility is based upon the historical volatility with a look back period equal to the expected term of the options.~~
~~(iii) Merger-Related Obligations~~
Several of the Company’s benefit plans contain “change-in-control” clauses that provide enhanced, and/or accelerated benefits to management level employees in the event of a qualifying transaction such as occurred with the consummation of the merger with Duke as discussed in Note 1(a) in April 2006. These include benefits paid pursuant to the LTIP and certain payments under ~~Cinergy’s~~ Annual Incentive Plan. Certain employees are also entitled to additional severance and benefits in the event they are involuntarily terminated without “cause” or voluntarily terminate for “good reason” (as such terms are defined in their employment agreements) in connection with or following the merger.

~~On December 30, 2005,~~ ~~Cinergy~~ entered into agreements with 28 employees to accelerate the payment of a portion of the amounts discussed above, otherwise expected to be paid after December 31, 2005, in order to mitigate the Company’s taxes and related expenses. Payments totaling $70 million were made in December pursuant to these agreements. The agreements amend the employees’ employment agreements, and benefit plans in which they participate, to accelerate into 2005 the payment of certain amounts that they have previously earned or are expected to earn after December 31, 2005. Among other things, the Company prepaid performance shares under the LTIP and severance payments for certain individuals. In the event an employee who received such amounts voluntarily terminated his employment prior to the closing of the merger, the employee would have been obligated to repay all of the payments, and if the merger did not close on or prior to December 15, 2006, the employee would have been obligated to repay half of the payments, to reflect his or her estimated tax liability upon receipt of the accelerated payments; in each case, less any amounts that the employee has already earned through such date. None of the 28 employees invoked this payback provision. By accelerating these payments, the Company will mitigate taxes and related expenses that it would otherwise incur if it had waited until after 2005 to make these payments.
~~The majority of these payments were recorded as prepaid compensation in~~ ~~Prepayments~~~~and other~~. Approximately half of these payments were accounted for as a retention bonus and expensed over the period between January 1, 2006 and the closing of the merger with Duke. The remainder, representing the half that executives must repay if the merger was never consummated, remained in ~~Prepayments~~~~and other~~ ~~until the merger closed and were accounted for as part of purchase/push-down accounting.~~
In addition to payments made in December, based on certain assumptions and using our current best estimates, the Company’s remaining contractual obligations that were triggered upon merger consummation, including severance payments for those executives that have indicated their intention to terminate for “good reason”, was approximately $100 million and these amounts were accounted for in April when the merger closed. These payments only included amounts payable pursuant to existing benefit arrangements, employment contracts, and voluntary severance accepted by employees and contingent on the merger closing. These payments do not include the value of accelerated stock options and retirement benefits earned prior to the merger.
~~3.     Cumulative~~4.     Preferred Stock
In March 2006, CG&E redeemed all outstanding shares of its $16.98 million notional amount 4% Cumulative Preferred Stock and its $3.5 million notional amount 4.75% Cumulative Preferred Stock at a price of $108 per share and $101 per share, respectively, plus accrued and unpaid dividends.
In May 2006, PSI redeemed all outstanding shares of its $3.7 million notional amount 3.5% Cumulative Preferred Stock, its $3.9 million notional amount 4.32% Cumulative Preferred Stock, and its $3.7 million notional amount 4.16% Cumulative Preferred Stock at par, ~~respectively,~~ plus accrued and unpaid dividends.
275.     Inventory
Inventory is recorded at the lower of cost or market value, primarily using the average cost method.

Successor(1)

Predecessor(1)

June 30,

December 31,

Cinergy

2006

2005

(in millions)

Inventory

Fuel for use in electric production

$
186

$
121

Other materials and supplies

119

109

Gas stored for current use

4

243

Total Inventory

$
309

$
473

(1)      See Note 1(b) for additional information on Predecessor and Successor reporting.

Successor(1)

Predecessor(1)

June 30,

December 31,

CG&E

2006

2005

(in millions)

Inventory

Fuel for use in electric production

$
89

$
58

Other materials and supplies

56

49

Gas stored for current use

4

71

Total Inventory

$
149

$
178

(1)      See Note 1(b) for additional information on Predecessor and Successor reporting.

June 30,

December 31,

PSI

2006

2005

(in millions)

Inventory

Fuel for use in electric production

$
81

$
51

Other materials and supplies

52

52

Total Inventory

$
133

$
103

6.     Debt and Credit Facilities
During June 2006, Cinergy Corp. and its subsidiaries amended their multi-year syndicated $2 billion revolving credit facility to extend the expiration date, reduce costs, and conform the terms to those found in the legacy Duke Energy facilities.
~~4.   Notes Payable~~Cinergy’s credit agreements contain various financial and ~~Other Short-term Obligations~~other covenants. Failure to meet those covenants beyond applicable grace periods could result in accelerated due dates and/or termination of the agreements. As of June 30, 2006, Cinergy was in compliance with those covenants. In addition, some credit agreements may allow for acceleration of payments or termination of the agreements due to nonpayment or to the acceleration of other

significant indebtedness of the borrower or some of its subsidiaries. None of the credit agreements contain material adverse change clauses or any covenants based on credit ratings.
Cinergy Corp.’s short-term borrowings consist primarily of unsecured revolving lines of credit, ~~and the~~ sale of commercial ~~paper.~~paper, and pollution control notes. Cinergy Corp.’s revolving credit facility and commercial paper program also support the short-term borrowing needs of CG&E and PSI. Cinergy’s pollution control notes are tax-exempt notes that are obtained to finance equipment or land development for pollution control purposes. In addition, Cinergy Corp., CG&E, and PSI~~. In addition,~~ ~~Cinergy Corp.~~, ~~CG&E~~~~, and~~ ~~PSI~~ maintain uncommitted lines of credit. These facilities are not firm sources of capital but rather informal agreements to lend money, subject to availability, with pricing determined at the time of advance. The following table summarizes ~~our~~ the Notes payable and ~~other short-term obligations~~ ~~and~~ Commercial paper:
Notes Payable and Commercial Paper Summary June 30, 2006

Amounts Outstanding

Credit

Pollution

Expiration

Facilities

Commercial

Letters of

Control

Date

Capacity

Paper

Credit

Notes

Total

(in millions)

Cinergy

Cinergy Corp.(1)

$2,000 multi-year syndicated(2)

June 2011

$
2,000

$
949

$
93

$
—

$
1,042

Utility operating companies

—

—

298

298

Non-regulated subsidiaries

—

—

25

25

Total Cinergy

$
949

$
93

$
323
$
1,365
(3)

CG&E(4)

$
—

$
—

$
112

$
112

PSI(5)

$
—

$
—

$
186

$
186

(1)
Excludes $150 million credit facility at Cinergy Canada, Inc., which has $63 million outstanding as of June 30, 2006 classified on the Consolidated Balance Sheets as Liabilities associated with assets held for sale. Cinergy Corp.’s commercial paper program limit is $1.5 billion. The commercial paper program is supported by Cinergy Corp.’s revolving line of credit.
(2)
Credit facility contains an option allowing borrowing up to the full amount of the facility on the day of initial expiration for up to one year. Credit facility also contains a covenant requiring the debt-to-total capitalization ratio to not exceed 65 percent and contains $500 million sublimits each for CG&E and PSI. In June 2006, credit facility expiration date was extended from September 2010 to June 2011.
(3)
Includes $93 million in letters of credit which are not included on Cinergy’s Consolidated Balance Sheets.
(4)
Excludes $198 million outstanding as notes payable to affiliated companies under the money pool arrangement.
(5)
Excludes $117 million outstanding as notes payable to affiliated companies under the money pool arrangement.
Long-term Debt
In June 2006, PSI issued $325 million principal amount of 6.05% senior unsecured notes due June 15, 2016. Proceeds from the issuance were used to ~~affiliated companies~~:

March 31, 2006

December 31, 2005

Weighted

Weighted

Established

Average

Established

Average

Lines

Outstanding

Rate

Lines

Outstanding

Rate

(dollars in millions)

Cinergy

Cinergy Corp.

Revolving line(1)

$
2,000

$
—

—
%
$
2,000

$
—

—
%
Uncommitted lines

40

—

—

40

—

—

Commercial paper(2)

697

4.86

515

4.43

Utility operating companies

Uncommitted lines

75

—

—

75

—

—

Pollution control notes

298

3.68

298

4.00

Non-regulated subsidiaries

Revolving lines(3)

150

60

5.33

150

77

4.95

Short-term debt

11

9.97

9

9.96

Pollution control notes

25

3.53

25

3.90

Cinergy Total

$
1,091

4.59
%

$
924

4.37
%

CG&E

Uncommitted lines

$
15

$
—

—
%
$
15

$
—

—
%
Pollution control notes

112

3.56

112

3.86

Money pool

222

4.84

114

4.41

CG&E Total

$
334

4.41
%

$
226

4.14
%

PSI

Uncommitted lines

$
60

$
—

—
%
$
60

$
—

—
%
Pollution control notes

186

3.76

186

4.07

Money pool

196

4.84

250

4.41

PSI Total

$
382

4.32
%

$
436

4.27
%
~~(1)~~             ~~Consists of a five-year facility which was entered into in September 2005, matures in September 2010, and contains $500~~repay $325 million ~~sublimits each for~~ ~~CG&E~~6.65% First Mortgage Bonds that matured on June 15, 2006. ~~and~~ ~~PSI~~.
~~(2)~~In August 2006, ULH&P issued approximately $77 million principal amount of floating rate tax-exempt notes due August 1, 2027. Proceeds from the issuance will be used to refund a like amount of debt on September 1, 2006 currently outstanding at ~~Cinergy Corp.’s~~CG&E. The CG&E ~~commercial paper program limit is $1.5 billion. The commercial paper program is supported~~debt was assumed by ULH&P as part of the recent transfer of generating assets from ~~Cinergy Corp.’s~~CG&E ~~revolving line~~to ULH&P. Approximately $27 million of ~~credit.~~
~~(3)~~             ~~Relates~~the floating rate debt was swapped to a ~~Cinergy Canada, Inc. three-year senior revolving credit facility that matures in December 2007.~~

~~(a)~~                                  ~~Short-term Notes~~
~~At March 31, 2006,~~ ~~Cinergy Corp.~~ ~~had $1.1 billion remaining unused and available capacity relating to its $2 billion revolving credit facility. The revolving credit facility includes the following:~~
Credit Facility

Expiration

Established
Lines

Outstanding and
Committed

Unused and
Available

(in millions)

Five-year senior revolving

September 2010

Commercial paper support

$
697

Letter of credit support

165

Total five-year facility

$
2,000

862

$
1,138

~~In our credit facility,~~ ~~Cinergy Corp.~~ ~~has covenanted to maintain:~~
·                  ~~a consolidated net worth of $2 billion; and~~
·                  ~~a ratio of consolidated indebtedness to consolidated total capitalization not in excess of 65 percent.~~
~~As part of~~ ~~CG&E’s~~ ~~$500 million sublimit under the $2 billion five-year credit facility,~~ ~~CG&E~~ ~~has covenanted to maintain:~~
·                  ~~a consolidated net worth of $1 billion; and~~
·                  ~~a ratio of consolidated indebtedness to consolidated total capitalization not in excess of 65 percent.~~
~~As part of~~ ~~PSI’s~~ ~~$500 million sublimit under the $2 billion five-year credit facility,~~ ~~PSI~~ ~~has covenanted to maintain:~~
·                  ~~a consolidated net worth of $900 million; and~~
·                  ~~a ratio of consolidated indebtedness to consolidated total capitalization not in excess of 65 percent.~~
A breach of these covenants could result in the termination of the credit facility and the acceleration of the related indebtedness. In addition to breaches of covenants, certain other events that could result in the termination of available credit and acceleration of the related indebtedness include:
·                  ~~bankruptcy;~~
·                  ~~defaults in the payment of other indebtedness; and~~
·                  ~~judgments against the company that are not paid or insured.~~
~~The latter two events, however, are subject to dollar-based materiality thresholds. As of March 31, 2006,~~ ~~Cinergy~~, ~~CG&E~~~~, and~~ ~~PSI~~ ~~are in compliance~~fixed rate concurrent with ~~all of their debt covenants.~~closing.
~~5.   Energy Trading Credit Risk~~
~~Cinergy’s~~ ~~extension of credit for energy marketing and trading is governed by a Corporate Credit Policy. Written guidelines approved by~~ ~~Cinergy’s~~ Risk Policy Committee document the management approval levels for credit limits, evaluation of creditworthiness, and credit risk mitigation procedures. Exposures to credit risks are monitored daily by the Corporate Credit Risk function, which is independent of all trading operations. As of March 31, 2006, 93 percent of ~~Cinergy’s~~ ~~credit exposure and 88 percent of~~ ~~CG&E’s~~ credit expense, net of credit collateral, related to energy trading and marketing activity was with counterparties rated investment grade or the counterparties’ obligations were guaranteed or secured by an investment grade entity. The majority of these investment grade counterparties are externally rated. If a counterparty has an external rating, the lower of Standard & Poor’s Ratings Services or Moody’s Investors Service is used; otherwise, ~~Cinergy’s~~ ~~internal rating of the counterparty is used.~~ ~~Cinergy’s~~ ~~remaining seven percent represents credit exposure of $72 million and~~ ~~CG&E’s~~ ~~remaining 12 percent represents credit exposure of $25 million with counterparties rated non-investment grade.~~

~~As of March 31, 2006,~~ ~~CG&E~~ ~~had a concentration of trading credit exposure of $75 million with two counterparties accounting for greater than 10 percent of~~ ~~CG&E’s~~ ~~total trading credit exposure. These counterparties are rated investment grade.~~
Energy commodity prices can be extremely volatile and the market can, at times, lack liquidity. Because of these issues, credit risk for energy commodities is generally greater than with other commodity trading.
We continually review and monitor our credit exposure to all counterparties and secondary counterparties. If appropriate, we may adjust our credit reserves to attempt to compensate for increased credit risk within the industry. Counterparty credit limits may be adjusted on a daily basis in response to changes in a counterparty’s financial status or public debt ratings.
~~6.   Pension and Other Postretirement Benefits~~7.     Employee Benefit Obligations
As discussed in the 2005 10-K, Cinergy Corp. sponsors both pension and other postretirement benefits plans. ~~Our~~Cinergy Corp.’s qualified defined benefit pension plans cover substantially all United States employees meeting certain minimum age and service requirements. Funding for the qualified defined benefit pension plans is based on actuarially determined contributions, the maximum of which is generally the amount deductible for tax purposes and the minimum being that required by the Employee Retirement Income Security Act of 1974, as amended. The pension plans’ assets consist of investments in equity and debt securities. In addition, ~~we sponsor~~Cinergy sponsors non-qualified pension plans (plans that do not meet the criteria for certain tax benefits) that cover officers, certain other

key employees, and non-employee directors. We Cinergy also ~~provide~~provides certain health care and life insurance benefits to retired United States employees and their eligible dependents. These benefits are subject to minimum age and service requirements. The health care benefits include medical coverage, dental coverage, and prescription drug coverage and are subject to certain limitations, such as deductibles and co-payments.
There were no qualified pension benefit contributions for either the ~~first~~ three months ofended March 31, 2006 or June 30, 2006. Cinergy expects to make approximately $120 million in qualified pension contributions during the remainder of 2006.
~~Our~~ Cinergy’s benefit plans’ costs for the ~~quarters ended March 31, 2006 and 2005, included~~periods presented include the following components:

Qualified
Pension Benefits

Non-Qualified
Pension Benefits

Other Postretirement
Benefits

Successor(1)

Predecessor(1)
Quarter Ended March 31

2006

2005

2006

2005

2006

2005

Three Months
Ended
June 30, 2006

Three Months
Ended
March 31, 2006

Three Months
Ended
June 30, 2005

Six Months
Ended
June 30, 2005

(in millions)

Qualified Pension Benefits

(in millions)

Service cost

$
10.9

$
9.6

$
1.4

$
1.4

$
1.6

$
1.6

$
14.5

$
10.9

$
9.6

$
19.2

Interest cost

24.7

24.1

2.1

1.8

5.6

5.7

30.5

24.7

24.0

48.1

Expected return on plans’ assets

(23.4
)
(22.0
)
—

—

—

—

(24.7
)

(23.4
)
(22.1
)
(44.1
)
Amortization of transition (asset) obligation

—

—

—

—

—

0.1

—
(2)

—

(0.1
)
(0.1
)
Amortization of prior service cost

0.9

1.1

0.6

0.5

(0.2
)
(0.1
)

—
(2)

0.9

1.2

2.3

Amortization of actuarial losses

4.6

1.9

1.0

0.6

2.5

2.7

Amortization of actuarial loss

—
(2)

4.6

2.0

3.9

Net periodic benefit cost

$
17.7

$
14.7

$
5.1

$
4.3

$
9.5

$
10.0

$
20.3

$
17.7

$
14.6

$
29.3

Non-Qualified Pension Benefits

Service cost

$
0.5

$
1.4

$
1.4

$
2.8

Interest cost

1.5

2.1

1.8

3.6

Amortization of prior service cost

—
(2)

0.6

0.5

1.0

Amortization of actuarial loss

—
(2)

1.0

0.6

1.2

Net periodic benefit cost

$
2.0

$
5.1

$
4.3

$
8.6

Other Postretirement Benefits

Service cost

$
2.3

$
1.6

$
1.6

$
3.2

Interest cost

8.7

5.6

5.7

11.4

Amortization of transition (asset) obligation

—
(2)

—

0.1

0.2

Amortization of prior service cost

—
(2)

(0.2
)
(0.3
)
(0.4
)
Amortization of actuarial loss

—
(2)

2.5

2.8

5.5

Net periodic benefit cost

$
11.0

$
9.5

$
9.9

$
19.9

(1)

See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)
All of these previously unrecognized amounts were eliminated with the application of purchase accounting.

The net periodic benefit costs by registrant for the ~~quarter and year to date~~three months ended June 30, 2006, March 31, 2006, and June 30, 2005, and the six months ended June 30, 2005, were as follows:

Successor(1)

Predecessor(1)

Three Months
Ended
June 30, 2006

Three Months
Ended
March 31, 2006

Three Months
Ended
June 30, 2005

Six Months
Ended
June 30, 2005

(in millions)

Qualified Pension Benefits

Cinergy(2)

$
20.3

$
17.7

$
14.6

$
29.3

CG&E and subsidiaries

7.4

5.5

4.3

8.7

Non-Qualified Pension Benefits

Cinergy(2)

$
2.0

$
5.1

$
4.3

$
8.6

CG&E and subsidiaries

0.2

0.2

0.2

0.4

Other Postretirement Benefits

Cinergy(2)

$
11.0

$
9.5

$
9.9

$
19.9

CG&E and subsidiaries

3.0

2.5

2.6

5.2

(1)
See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)
The results of Cinergy also include amounts related to non-registrants.

Qualified
Pension Benefits

Non-Qualified
Pension Benefits

Other Postretirement
Benefits

Quarter Ended March 31

2006

2005

2006

2005

2006

2005

(in millions)

Cinergy(1)

$
17.7

$
14.7

$
5.1

$
4.3

$
9.5

$
10.0

CG&E and subsidiaries

5.5

4.4

0.2

0.2

2.5

2.6

PSI

4.4

3.8

0.2

0.2

4.6

4.9

PSI

Three Months Ended

Six Months Ended

June 30,

June 30,

2006

2005

2006

2005

(in millions)

Qualified Pension Benefits

$
6.1

$
3.7

$
10.5

$
7.5

Non-Qualified Pension Benefits

0.2

0.1

0.4

0.3

Other Postretirement Benefits

5.7

5.0

10.3

9.9

Upon consummation of the merger with Duke Energy, all defined benefit plan obligations were remeasured. Cinergy, CG&E, and PSI updated the assumptions used to determine their accrued benefit obligations and prospective net periodic benefit cost. The weighted-average assumptions used to determine benefit obligations are as follows:

Qualified
Pension Benefits

Non-Qualified
Pension Benefits

Other
Postretirement
Benefits

Discount rate

6.00
%
6.00
%
6.00
%
Salary increase

5.00
%
5.00
%
5.00
%
Expected long-term rate of return on plan assets

8.50
%
N/A

N/A

The assumed health care cost trend rates are as follows:

Not
Medicare
Eligible

Medicare
Eligible

Health care cost trend rate assumed for 2006

8.50
%
11.50
%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)

5.50
%
5.50
%
Year that the rate reaches the ultimate trend rate

2009

2012

8.     Acquisitions and Dispositions
(a)                                  Transfer of Duke Energy Generating Assets to CG&E
In April 2006, Duke Energy contributed to CG&E its ownership interest in five plants, representing a mix of combined cycle and peaking plants, with a combined capacity of 3,600 megawatts (MWs), as follows:
Generating Plant

Location

Ownership
Interest

Fuel Type

Owned
MW Capacity

Fayette

Fayette County, Pennsylvania

100
%
Gas

620

Hanging Rock

Lawrence County, Ohio

100

Gas

1,240

Lee

Lee County, Illinois

100

Gas

640

Vermillion

Vermillion County, Indiana

75

Gas

480

Washington

Washington County, Ohio

100

Gas

620

3,600

The transaction was effective in April 2006 and was accounted for at Duke Energy’s net book value for these assets. The entities holding these generating plants, which were indirect subsidiaries of Duke Energy, were first distributed to Duke Energy, which then contributed them to Cinergy which, in turn, contributed them to CG&E. In the final step, the entities were then merged into CG&E.

In connection with the contribution of these assets, CG&E assumed certain related liabilities. In particular, CG&E assumed from Duke Energy all payment, performance, and other obligations of Duke Energy, with respect to certain deferred tax liabilities related to the assets.   The following table summarizes this transaction for CG&E:

(in millions)

Assets Received

Generating Assets

$
1,563

Other Assets

74

Total Assets Received

$
1,637

Liabilities Assumed

Deferred Tax Liabilities

$
181

Other

4

Total Liabilities Assumed

$
185

Contributed Capital from Duke Energy

$
1,452

As part of this transaction, Duke Capital LLC, a subsidiary of Duke Energy, agreed to reimburse CG&E through April 2016 in the event of certain cash shortfalls that may result from CG&E’s ownership of the five stations.
9.     Goodwill and Intangibles
(a)                                  Goodwill
Cinergy evaluates the impairment of goodwill under the guidance of SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142). As discussed further in Note 2, in April 2006, Duke Energy and Cinergy consummated the merger, which resulted in Cinergy and CG&E recording preliminary goodwill of approximately $4.3 billion and $2.2 billion, respectively. The annual impairment testing date for goodwill is August 31. The following table shows the components of goodwill for Cinergy and CG&E at June 30, 2006:
Carrying Amount of Goodwill

Successor (1)

Predecessor (1)

Balance at

Balance at

Balance at

Balance at

April 1, 2006

Changes

June 30, 2006

December 31, 2005

Changes

March 31, 2006(2)

(in millions)

Cinergy

$
4,289

$
(161
)(3)
$
4,128

$
33

$
4

$
37

CG&E

$
2,173

$
—

$
2,173

$
—

$
—

$
—

(1)
See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)
All existing goodwill at March 31, 2006 was eliminated in purchase accounting.
(3)
Relates to goodwill allocated to the distribution of Marketing & Trading and Cinergy Canada, Inc. See Note 10 for additional information.
(b)                                  Intangible Assets
Effective with the merger between Duke Energy and Cinergy, Cinergy’s, CG&E’s, and PSI’s emission allowances are classified as and accounted for as Intangible assets under SFAS No. 142. The predecessor amounts also have been reclassified to show this presentation. Emission allowances were previously included in Inventory and Other non-current assets. See Note 1(d)(i) for more information on this change in accounting principle.

The carrying amount and accumulated amortization of intangible assets are as follows:

Successor(1)

Predecessor(1)

Weighted
Average Life

Cinergy

June 30,
2006

December 31,
2005

June 30,
2006(2)

(in millions)

Emission allowances

$
687

$
175

Gas, coal, and power contracts

297

32

19 yrs.

Other

12

120

8 yrs.

Total intangible assets

$
996

$
327

Accumulated amortization - gas, coal, and power contracts

(17
)

(10
)

Accumulated amortization - other

(2
)

(7
)

Total accumulated amortization

$
(19
)

$
(17
)

Total intangible assets, net

$
977

$
310

(1)
See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)
Emission allowances do not have a contractual term or expiration date.

Successor(1)

Predecessor(1)

Weighted
Average Life

CG&E

June 30,
2006

December 31,
2005

June 30,
2006(2)

(in millions)

Emission allowances

$
584

$
67

Gas, coal, and power contracts

276

29

19 yrs.

Other

5

18

5 yrs.

Total intangible assets

$
865

$
114

Accumulated amortization - gas, coal, and power contracts

(15
)

(7
)

Accumulated amortization - other

—

(2
)

Total accumulated amortization

$
(15
)

$
(9
)

Total intangible assets, net

$
850

$
105

(1)
See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)
Emission allowances do not have a contractual term or expiration date.

Weighted
Average Life

PSI

June 30,
2006

December
31, 2005

June 30,
2006(1)(2)

(in millions)

Emission allowances

$
103

$
107

Gas, coal, and power contracts

24

3

15 yrs.

Other

6

6

Total intangible assets

$
133

$
116

Accumulated amortization – gas, coal, and power contracts

(4
)
(2
)

Total accumulated amortization

$
(4
)
$
(2
)

Total intangible assets, net

$
129

$
114

(1)
Emission allowances do not have a contractual term or expiration date.
(2)
Other represents intangible assets related to pensions which does not have a definitive life.
Emission allowances consist of many discrete emission allowance certificates, none of which have an expiration date, and will be recognized in earnings as they are sold or consumed. When emission allowances are sold or

consumed, their carrying value is recorded in Fuel used in electric generation and purchased power on the Consolidated Statements of Operations.
The carrying value of emission allowances sold or consumed for Cinergy and CG&E were as follows:

Successor(1)

Predecessor(1)

Three Months

Three Months

Three Months

Six Months

Ended

Ended

Ended

Ended

June 30, 2006

March 31, 2006

June 30, 2005

June 30, 2005

(in millions)

Cinergy

$
117

$
70

$
68

$
112

CG&E

88

42

53

91

(1)
See Note 1(b) for additional information on Predecessor and Successor reporting.
The carrying value of emission allowances sold or consumed for PSI were as follows:

Three Months Ended

Six Months Ended

June 30,

June 30,

2006

2005

2006

2005

(in millions)

PSI

$
29

$
15

$
58

$
22

Amortization expense for Cinergy and CG&E for the remaining intangible assets is presented for the periods below:

Successor(1)

Predecessor(1)

Three Months

Three Months

Three Months

Six Months

Ended

Ended

Ended

Ended

June 30, 2006

March 31, 2006

June 30, 2005

June 30, 2005

(in millions)

Cinergy

$
19

$
7

$
2

$
3

CG&E

15

1

1

1

(1)
See Note 1(b) for additional information on Predecessor and Successor reporting.
Amortization expense for PSI was $4 million for the three and six months ended June 30, 2006. The amounts were immaterial for the three and six months ended June 30, 2005.
The table below shows the expected amortization expense for the next five years for intangibles (including emission allowances) as of June 30, 2006:

     2007

     2008

     2009

     2010

     2011

Cinergy

$
186

$
104

$
92

$
34

$
41

CG&E

153

101

73

32

39

PSI

33

3

19

1

1

The amortization amounts discussed above are estimates. Actual amounts may differ from these estimates due to such factors as changes in consumption patterns, sales or impairments of emission allowances, additional intangible asset acquisitions and other events.
(c)Intangible Liabilities
Cinergy has intangible liabilities of $157 million associated with CG&E’s Market-Based Standard Service Offer (MBSSO) and other power sale contracts, which are $107 million and $50 million, respectively, that will be

recognized in earnings over their contractual lives. The amounts to be recognized in earnings over the next five years are as follows:

     2007

     2008

     2009

     2010

     2011

Cinergy

$
61

$
73

$
6

$
6

$
4

CG&E

61

73

6

6

4

10. Discontinued Operations
In June 2006, Duke Energy announced it had reached an agreement to sell Marketing & Trading and Cinergy Canada, Inc., as well as certain CG&E trading contracts to Fortis, a Benelux-based financial services group. Duke Energy will receive a base purchase price of approximately $210 million. In addition, Fortis will pay an amount equal to the value of the portfolio of contracts and net working capital, including collateral, associated with the business, both of which will be determined at closing and are subject to market and operating changes up until that time. Duke Energy expects pre-tax cash proceeds from the sale to be at least $550 million, including the value of the portfolio of contracts and net working capital. The sale is subject to FERC and Federal Reserve Board approval, as well as Canadian regulatory approvals, and is anticipated to close in the third quarter of 2006. Results of operations for Marketing & Trading, Cinergy Canada, Inc., and certain CG&E trading contracts have been reflected in (Loss) Income from Discontinued Operations, net of tax, including prior periods for Cinergy and CG&E. Cinergy and CG&E do not currently expect a material gain or loss to be recognized in connection with this transaction. As of June 30, 2006, assets and liabilities to be disposed of under the exit plan were classified as Assets held for sale in the Consolidated Balance Sheets.
In December 2005, Cinergy completed the sale of a wholly owned subsidiary in the Czech Republic that was engaged in the generation and sale of heat and electricity. At the time of the sale, the subsidiary had assets of approximately $113 million and liabilities of approximately $12 million. The net, after-tax, gain from the sale was approximately $18 million (including a net, after-tax, cumulative currency translation gain of approximately $24 million).
In December 2005, Cinergy began taking steps to sell its wholly owned North American energy management and energy performance contracting business. In December 2005, Cinergy recognized a $17 million pre-tax impairment charge to value this business to its estimated fair value less cost to sell in accordance with it being deemed held for sale. In April 2006, Cinergy completed the sale of this business. The net, after tax, loss on the sale was immaterial (excluding the $17 million impairment charge recognized in December 2005).
These consolidated entities have been presented as (Loss) Income from Discontinued Operations, net of tax, in Cinergy’s Consolidated Statements of Operations and as Assets held for sale and Liabilities associated with assets held for sale in Cinergy’s Consolidated Balance Sheets. The discontinued operations were part of Commercial Power and Other.
44

The following tables reflect the assets and liabilities, the results of operations, and the income (loss) on disposal related to investments accounted for as discontinued operations for the three months ended June 30, 2006, March 31, 2006, and June 30, 2005, and the six months ended June 30, 2005:

Successor(1)

Predecessor(1)

Three Months

Three Months

Three Months

Six Months

Ended

Ended

Ended

Ended

June 30, 2006

March 31, 2006

June 30, 2005

June 30, 2005

(in millions)

Cinergy

Revenues(2)

$
2.2

$
42.5

$
12.7

$
67.6

Operating (Loss) Income

(Loss) Income Before Taxes

(10.9
)

10.2

(20.1
)
1.0

Income Tax (Benefit) Expense

(2.7
)

3.4

(7.6
)
0.4

(Loss) Income from Discontinued Operations, net of tax

(8.2
)

6.8

(12.5
)
0.6

Net Loss on Dispositions

Pre-tax loss on dispositions

(6.4
)

(3.0
)
—

—

Income tax (benefit)

(8.5
)

(1.0
)
—

—

Gain (Loss) on dispositions, net of tax

2.1

(2.0
)
—

—

Total Income (Loss) from Discontinued Operations, net of tax

$
(6.1
)

$
4.8

$
(12.5
)
$
0.6

CG&E

Revenues(2)

$
(29.0
)

$
8.7

$
20.0

$
52.7

Operating (Loss) Income

(Loss) Income Before Taxes

(31.2
)

(2.9
)
14.6

43.5

Income Tax (Benefit) Expense

(11.6
)

(1.0
)
5.4

16.7

(Loss) Income from Discontinued Operations, net of tax

(19.6
)

(1.9
)
9.2

26.8

Net Loss on Dispositions

Pre-tax loss on dispositions

—

—

—

—

Income tax (benefit) expense

—

—

—

—

Loss on dispositions, net of tax

—

—

—

—

Total Income (Loss) from Discontinued Operations, net of tax

$
(19.6
)

$
(1.9
)
$
9.2

$
26.8

(1)             ~~The~~See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)Presented for informational purposes only. All results of operations are reported net in Cinergy’s and CG&E’s Statements of Operations.

Successor(1)

Predecessor(1)

June 30,

December 31,

2006

2005

(in millions)

Cinergy

Assets

Current assets

$
1,253

$
16

Property, plant, and equipment-net

25

—

Other assets(2)

401

18

Total Assets

$
1,679

$
34

Liabilities

Current liabilities

$
825

$
6

Long-term debt

—

18

Other

278

5

Total Liabilities

$
1,103

$
29

CG&E

Assets

Current assets

$
205

$
—

Other assets

90

—

Total Assets

$
295

$
—

Liabilities

Current liabilities

$
187

$
—

Other

91

—

Total Liabilities

$
278

$
—

(1)See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)Balance includes $161 million of Goodwill resulting from the merger which has been allocated to Assets held for sale.
11. Business Segments
In conjunction with the merger with Duke Energy, effective April 3, 2006, Duke Energy and Cinergy have adopted new business segments that management believes properly align the various operations of the merged companies with how the chief operating decision maker will view the business. Accordingly, effective with the second quarter of 2006, the new reportable business segments pertinent to Cinergy are: U.S. Franchised Electric & Gas, Commercial Power, and International. All prior period amounts have been restated to reflect the current segment presentation. Cinergy’s, CG&E’s, and PSI’s chief operating decision makers regularly review financial information about each of these business units in deciding how to allocate resources and evaluate performance. All of the business units are considered reportable segments under SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.”
The remainders of Cinergy’s, CG&E’s,and PSI’s operations are presented as “Other.” While it is not considered a business segment, “Other” for Cinergy primarily includes Cinergy’s telecommunications, shared services, governance costs, and certain international investments. “Other” for CG&E and PSI includes shared services and governance costs.
U.S. Franchised Electric & Gas consists of PSI’s regulated generation and transmission and distribution operations and CG&E and its subsidiaries’ regulated electric and gas transmission and distribution systems and its regulated electric generation in Kentucky. U.S. Franchised Electric & Gas plans, constructs, operates and maintains Cinergy’s transmission and distribution systems and delivers gas and electric energy to consumers. U.S. Franchised Electric & Gas also earns revenues from wholesale customers primarily by these customers transmitting electric power through Cinergy’s transmission system. These businesses are subject to cost of service rate making where rates to be charged to customers are based on prudently incurred costs over a test period plus a reasonable rate of return.
Commercial Power primarily consists of CG&E’s non-regulated generation in Ohio and the recently acquired merchant generation assets discussed in Note 8 and manages energy marketing and trading activities. Commercial

Power also performs energy risk management activities and provides customized energy solutions. In June 2006, an agreement was reached to sell Commercial Power’s energy marketing and trading activities. These activities are included in the Commercial Power segment balance sheet presentation, however, they are not included in the revenue presentation since they are below the EBIT line on the income statement. See Note 10 for additional information.
International primarily directs and manages an international business holding which supplies and sells natural gas to international customers. International earns equity earnings from this unconsolidated company.
Cinergy’s reportable segments offer different products and services and are managed separately as business units. Management evaluates segment performance based on EBIT from continuing operations, after deducting minority interest expense related to those profits. Cash, cash equivalents, and short-term investments are managed centrally by Cinergy, so the associated realized and unrealized gains and losses from foreign currency transactions and interest and dividend income on those balances are excluded from the segments’ EBIT.

Transactions between reportable segments are accounted for on the same basis as unaffiliated revenues and expenses in the accompanying Consolidated Financial Statements.
Cinergy Business Segment Data(1)

Unaffiliated
Revenues

Intersegment
Revenues

Total
Revenues

Segment
EBIT/Consolidated
Earnings from
Continuing
Operations Before
Income Taxes

(in millions)

Successor(2)

Three Months Ended June 30, 2006

U.S. Franchised Electric & Gas

$
845

$
—

$
845

$
91

Commercial Power

440

10

450

22

Total reportable segments

1,285

10

1,295

113

Other

23

—

23

(32
)
Eliminations

—

(10
)
(10
)
—

Interest expense

—

—

—

(82
)
Interest income and other(3)

—

—

—

14

Total consolidated

$
1,308

$
—

$
1,308

$
13

Predecessor(2)

Three Months Ended March 31, 2006

U.S. Franchised Electric & Gas

$
1,025

$
—

$
1,025

$
167

Commercial Power

546

12

558

120

International

—

—

—

1

Total reportable segments

1,571

12

1,583

288

Other

5

—

5

(128
)
Eliminations

—

(12
)
(12
)
—

Interest expense

—

—

—

(84
)
Interest income and other(3)

—

—

—

19

Total consolidated

$
1,576

$
—

$
1,576

$
95

Three Months Ended June 30, 2005

U.S. Franchised Electric & Gas

$
719

$
—

$
719

$
144

Commercial Power

328

63

391

42

International

—

—

—

(1
)
Total reportable segments

1,047

63

1,110

185

Other

4

—

4

(43
)
Eliminations

—

(63
)
(63
)
—

Interest expense

—

—

—

(68
)
Interest income and other(3)

—

—

—

10

Total consolidated

$
1,051

$
—

$
1,051

$
84

Six Months Ended June 30, 2005

U.S. Franchised Electric & Gas

$
1,633

$
—

$
1,633

$
331

Commercial Power

660

108

768

91

International

—

—

—

(1
)
Total reportable segments

2,293

108

2,401

421

Other

8

—

8

(97
)
Eliminations

—

(108
)
(108
)
—

Interest expense

—

—

—

(132
)
Interest income and other(3)

—

—

—

21

Total consolidated

$
2,301

$
—

$
2,301

$
213

(1)Segment results exclude results of discontinued operations.
(2)See Note 1(b) for additional information on Predecessor and Successor reporting.
(3)Other includes foreign currency transaction gains and losses not allocated to the segment results.

CG&E Business Segment Data(1)

Segment

EBIT/Consolidated

Earnings from

Continuing

Unaffiliated

Intersegment

Total

Operations Before

Revenues

Revenues

Revenues

Income Taxes

(in millions)

Successor(2)

Three Months Ended June 30, 2006

��

U.S. Franchised Electric & Gas

$
297

$
—

$
297

$
20

Commercial Power

399

1

400

36

Total reportable segments

696

1

697

56

Other

—

—

—

(13
)
Eliminations

—

(1
)
(1
)
—

Interest expense

—

—

—

(28
)
Interest income and other(3)

—

—

—

5

Total consolidated

$
696

$
—

$
696

$
20

Predecessor(2)

Three Months Ended March 31, 2006

U.S. Franchised Electric & Gas

$
543

$
—

$
543

$
80

Commercial Power

420

1

421

166

Total reportable segments

963

1

964

246

Other

—

(1
)
(1
)
(39
)
Interest expense

—

—

—

(30
)
Interest income and other(3)

—

—

—

9

Total consolidated

$
963

$
—

$
963

$
186

Three Months Ended June 30, 2005

U.S. Franchised Electric & Gas

$
283

$
—

$
283

$
35

Commercial Power

267

40

307

68

Total reportable segments

550

40

590

103

Other

—

—

—

(26
)
Eliminations

—

(40
)
(40
)
—

Interest expense

—

—

—

(23
)
Interest income and other(3)

—

—

—

3

Total consolidated

$
550

$
—

$
550

$
57

Six Months Ended June 30, 2005

U.S. Franchised Electric & Gas

$
780

$
—

$
780

$
118

Commercial Power

521

79

600

136

Total reportable segments

1,301

79

1,380

254

Other

—

—

—

(45
)
Eliminations

—

(79
)
(79
)
—

Interest expense

—

—

—

(46
)
Interest income and other(3)

—

—

—

8

Total consolidated

$
1,301

$
—

$
1,301

$
171

(1)Segment results exclude results of discontinued operations.
(2)See Note 1(b) for additional information on Predecessor and Successor reporting.
(3)Other includes foreign currency transaction gains and losses not allocated to the segment results.

PSI Business Segment Data

Unaffiliated
Revenues

Total
Revenues

Segment
EBIT/Consolidated
Earnings from
Continuing
Operations Before
Income Taxes

(in millions)

Three Months Ended June 30, 2006

U.S. Franchised Electric & Gas

$
550

$
550

$
65

Total reportable segments

550

550

65

Other

—

—

(24
)
Interest expense

—

—

(30
)
Interest income and other

—

—

8

Total consolidated

$
550

$
550

$
19

Three Months Ended June 30, 2005

U.S. Franchised Electric & Gas

$
428

$
428

$
111

Total reportable segments

428

428

111

Other

—

—

(13
)
Interest expense

—

—

(27
)
Interest income and other

—

—

4

Total consolidated

$
428

$
428

$
75

Unaffiliated
Revenues

Total
Revenues

Segment
EBIT/Consolidated
Earnings from
Continuing
Operations Before
Income Taxes

(in millions)

Six Months Ended June 30, 2006

U.S. Franchised Electric & Gas

$
1,036

$
1,036

$
151

Total reportable segments

1,036

1,036

151

Other

—

—

(50
)
Interest expense

—

—

(65
)
Interest income and other

—

—

14

Total consolidated

$
1,036

$
1,036

$
50

Six Months Ended June 30, 2005

U.S. Franchised Electric & Gas

$
854

$
854

$
216

Total reportable segments

854

854

216

Other

—

—

(26
)
Interest expense

—

—

(52
)
Interest income and other

—

—

6

Total consolidated

$
854

$
854

$
144

Segment assets in the following table are net of intercompany advances, intercompany notes receivable, intercompany current assets, intercompany derivative assets, and investments in subsidiaries.
Total segment assets at June 30, 2006 and December 31, 2005 are as indicated below:

Successor(1)

Predecessor(1)

June 30,

December 31,

2006

2005

(in millions)

Cinergy Segment Assets

U.S. Franchised Electric & Gas

$
10,322

$
9,601

Commercial Power

8,192
(3)

6,757

International

79

94

Total reportable segments

18,593

16,452

Unallocated goodwill

4,128
(4)

Other

450

437

Eliminations and reclassifications(2)

113

265

Total consolidated assets

$
23,284

$
17,154

CG&E Segment Assets

U.S. Franchised Electric & Gas

$
3,957

$
3,523

Commercial Power

5,656

3,496

Total reportable segments

9,613

7,019

Unallocated goodwill

2,173
(4)

—

Eliminations and reclassifications(2)

110

215

Total consolidated assets

$
11,896

$
7,234

(1)See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)Eliminations and reclassifications include accounts and notes receivable from affiliates and short- and long-term intercompany energy risk management assets.
(3)Includes $161 million of Goodwill related to Marketing & Trading and Cinergy Canada, Inc. See Note 10 for additional information.
(4)Includes $4,128 million of Goodwill for Cinergy and $2,173 million of Goodwill for CG&E which has not been allocated to the segments.

June 30,

December 31,

2006

2005

(in millions)

PSI Segment Assets

U.S. Franchised Electric & Gas

$
6,121

$
6,078

Total reportable segments

6,121

6,078

Eliminations and reclassifications(1)

50

164

Total consolidated assets

$
6,171

$
6,242

(1)Eliminations and reclassifications includes accounts and notes receivable from affiliates and short- and long-term intercompany energy risk management assets.
12. Risk Management Instruments
(a)                                  Energy Trading Credit Risk
Cinergy’s extension of credit for energy marketing and trading is governed by Duke Energy’s Corporate Credit Policy. Written guidelines approved by Duke Energy’s Chief Risk Officer documents various required credit activities including credit limit delegation and approval limits, underwriting rating criteria, and certain other credit management standards. Exposures to credit risks are monitored daily by the Corporate Credit Risk function, which is independent of all trading operations. As of June 30, 2006, 87 percent of Cinergy’s credit exposure and 92 percent of CG&E’s credit exposure, net of credit collateral, related to energy trading and marketing activity was with counterparties rated investment grade or the counterparties’ obligations were guaranteed or secured by an investment grade entity. The majority of these investment grade counterparties are externally rated. If a counterparty has an external rating, the lower of Standard & Poor’s Ratings Services or Moody’s Investors Service

is used; otherwise, Duke Energy’s internal rating of the counterparty is used. Cinergy’s remaining 13 percent represents credit exposure of $126 million and CG&E’s remaining eight percent represents credit exposure of $15 million with counterparties rated non-investment grade.
As of June 30, 2006, CG&E had a concentration of trading credit exposure of $26 million with one counterparty accounting for greater than 10 percent of its total trading credit exposure. This counterparty is rated investment grade.
Energy commodity prices can be extremely volatile and the market can, at times, lack liquidity. Because of these issues, credit risk for energy commodities is generally greater than with other commodity trading.
Cinergy ~~also include~~continually reviews and monitors its credit exposure to all counterparties and secondary counterparties. If appropriate, Cinergy and CG&E may adjust the credit reserves to attempt to compensate for increased credit risk within the industry. Counterparty credit limits may be adjusted on a daily basis in response to changes in a counterparty’s financial status or public debt ratings.
(b)                                  Derivatives
(i)   Hedges of Natural Gas Held in Storage
Cinergy designates derivatives as fair value hedges for certain volumes of its natural gas held in storage. Hedging instruments for gas held in storage are designated entirely for Marketing & Trading operations. Thus, all amounts are included in discontinued operations in Cinergy’s Consolidated Statement of Operations. See Note 10 for additional information. Cinergy assesses the effectiveness of the derivatives in offsetting the change in fair value of the gas held in storage on a quarterly basis. Selected information on Cinergy’s hedge accounting activities for the three months ended June 30, 2006, March 31, 2006, and June 30, 2005, and the six months ended June 30, 2005 were as follows:

Successor(1)

Predecessor(1)

Three Months

Three Months

Three Months

Six Months

Ended

Ended

Ended

Ended

June 30, 2006

March 31, 2006

June 30, 2005

June 30, 2005

(in millions)

Portion of loss on hedging instruments determined to be ineffective

$
(1
)

$
(5
)
$
(4
)
$
—

Portion of (loss) gain on hedging instruments related to changes in time value excluded from assessment of ineffectiveness

(3
)

36

—

(4
)

Total ineffectiveness

$
(4
)

$
31

$
(4
)
$
(4
)
(1)           See Note 1(b) for additional information on Predecessor and Successor reporting.
(ii) Generation Portfolio Optimization
CG&E optimizes the value of its non-regulated portfolio. The portfolio includes generation assets (power and capacity), fuel, and emission allowances. Modeled forecasts of future generation output, fuel requirements, and emission allowance requirements are based on forward power, fuel and emission allowance markets. The component pieces of the portfolio are bought and sold based on this model in order to manage the economic value of the portfolio. With the issuance of SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (SFAS No. 149), most forward power transactions and certain coal transactions from management of the portfolio are accounted for at fair value. The other component pieces of the portfolio are typically not subject to SFAS No. 149 and are accounted for using the accrual method, where changes in fair value are not recognized. As a result, these forward sales and purchases are subject to earnings volatility via mark-to-market gains or losses from changes in the value of the contracts accounted for using fair value. In addition, the generation portfolio not utilized to serve native load or committed load is subject to commodity price fluctuations. This is primarily related to ~~non-registrants.~~the Midwestern generation assets retained from DENA. A spark spread sensitivity on these megawatt hour (MWh) was immaterial at June 30, 2006.

(iii) Forward Starting Interest Rate Swaps
In June 2005, PSI executed two forward starting swaps with a combined notional amount of $325 million. The forward starting swaps effectively fixed the benchmark interest rate of an anticipated issuance of fixed rate debt from June 2005 through June 2006, the expected date of issuance of the debt securities. Both forward starting swaps were designated as cash flow hedges under the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” As the terms of these swap agreements mirrored the terms of the forecasted debt issuance, PSI anticipated that they would be highly effective hedges. In June 2006, PSI terminated these swaps at a value of approximately $25 million, when it issued $325 million 6.05% senior unsecured notes at PSI.   The $25 million gain on the hedge will be recognized as reclassifications from Accumulated Other Comprehensive Income (AOCI) to interest expense over the life of the related bond. At Cinergy, this amount is classified as a regulatory liability and will be amortized as an offset to Interest Expense over the life of the bond.
(iv) Trading & Marketing
Cinergy and CG&E measure the market risk inherent in the trading portfolio employing value at risk (VaR) analysis, as discussed in the 2005 10-K. The change in VaR from the 2005 10-K was not material to Cinergy’s and CG&E’s financial position or results of operations.
(v)   Generation Related Cash Flow Hedges
In connection with Duke Energy’s contribution of its unregulated generating assets to CG&E, CG&E assumed approximately $63 million of pre-tax deferred losses associated with contracts formerly designated as cash flow hedges of forecasted power sales and gas purchases from Duke Energy’s Midwestern generation fleet. See Note 8 for additional information. These contracts were sold by Duke Energy in 2005 and the deferred losses remain on the Consolidated Balance Sheet in AOCI until the related hedged transactions (gas purchases and power sales) occur. As of June 30, 2006, $21 million of the pre-tax deferred net losses on derivative instruments related to commodity cash flow hedges were accumulated on the Consolidated Balance Sheet in AOCI, and are expected to be recognized in earnings during the next 12 months as the hedged transactions occur.
13. Regulatory Matters
(a)                                  Regulatory Merger Approvals
As discussed in Note 2, on April 3, 2006, the merger between Duke Energy and Cinergy was consummated to create a newly formed company, Duke Energy HC. As a condition to the merger approval, the Public Utilities Commission of Ohio (PUCO) and, the Kentucky Public Service Commission (KPSC) required that certain merger related savings be shared with customers in Ohio and Kentucky, respectively. Each of the commissions also required Duke Energy HC, Cinergy, CG&E, and/or ULH&P to meet additional conditions. While the merger itself was not subject to approval by the Indiana Utility Regulatory Commission (IURC), the IURC approved certain affiliate agreements in connection with the merger subject to similar conditions. Key elements of these conditions include:
·                  The PUCO’s conditions include a requirement that CG&E provide (i) a rate credit of approximately $15 million for one year to facilitate economic development in a time of increasing rates and (ii) a credit of approximately $21 million to CG&E’s gas and electric customers in Ohio for one year, with both credits beginning January 1, 2006. In April 2006, the office of the Ohio Consumers’ Counsel (OCC) filed a Notice of Appeal with the Supreme Court of Ohio, requesting the Court remand the PUCO’s merger approval for a full evidentiary hearing. The OCC alleged that the PUCO committed reversible error on both procedural and substantive grounds by, among other things, failing to set the matter for a full evidentiary hearing, failing to consider evidence regarding the transfer of certain Duke Energy North America (DENA) assets to CG&E, and failing to lift the stay on discovery. CG&E and the OCC have resolved this matter through settlement and in May 2006, the OCC filed a motion to dismiss. In June 2006, the Court granted the motion to dismiss. As of June 30, 2006, CG&E has returned $7 million and $9 million, respectively, on each of these rate credits.

·                  The IURC’s conditions include a requirement that PSI provide a rate credit of $40 million to PSI customers over a one year period and $5 million over a five year period for low-income energy assistance and clean coal technology. In April 2006, Citizens Action Coalition of Indiana, Inc., an intervenor in the merger proceeding, filed a Verified Petition for Rehearing and Reconsideration claiming that PSI should be ordered to provide an additional $5 million in rate credits to customers to be consistent with the terms of the North Carolina Utility Commission’s order approving the merger. In May 2006, the IURC denied the petition for rehearing and reconsideration. As of June 30, 2006, PSI has returned $3 million to customers on this rate credit.
·                  The KPSC’s conditions include a requirement that ULH&P provide $7.6 million in rate credits to ULH&P customers over five years, ending when new rates are established in the next rate case after January 1, 2008. As of June 30, 2006, ULH&P has returned $1 million to customers on this rate credit.
In addition, the FERC approved the merger without conditions. On January 19, 2006, Public Citizen’s Energy Program, Citizens Action Coalition of Indiana, Inc., Ohio Partners for Affordable Energy and Southern Alliance for Clean Energy requested rehearing of the FERC approval. On February 21, 2006, the FERC issued an order granting rehearing of FERC’s order for further consideration. A decision by the FERC is expected in the thirdquarter of 2006.
(b)                                  PSI Environmental Compliance Case
In November 2004,PSI applied to the IURC for approval of its plan for complying with sulfur dioxide (SO2), nitrogen oxides (NOX), and mercury emission reduction requirements discussed in Note 14(a)(i). PSI also requested approval of cost recovery for certain proposed compliance projects. An evidentiary hearing was held in May 2005. In December 2005, PSI, the Indiana Office of Utility Consumer Counselor (OUCC), and the PSI Industrial Group filed a Settlement Agreement providing for approval of PSI’s compliance plan and approval of financing, depreciation, and operation and maintenance cost recovery. In May 2006, the IURC approved the Settlement Agreement in its entirety. The approved Settlement Agreement provides for: (1) the construction of Phase 1 Clean Air Interstate Rule (CAIR) and Clean Air Mercury Rule (CAMR) projects with estimated expenditures of approximately $1.08 billion, (2) timely recovery of financing, construction, operation and maintenance cost, and depreciation associated with the Phase 1 CAIR and CAMR plan, (3) recovery of emission allowances in connection with SO2, NOX, and mercury, (4) accelerated 20 year depreciation rate, (5) timely recovery of Phase 1 plan development and presentation costs and Phase 2 costs, and (6) authority to defer post-in-service allowance for funds used during construction (AFUDC), depreciation costs and operation and maintenance cost until applicable costs are reflected in rates.
(c)                                  Integrated Gasification Combined Cycle (IGCC)
PSI filed an application with the IURC for approval of study and preconstruction costs related to the joint development of an IGCC project with Southern Indiana Gas and Electric Company d/b/a Vectren Energy Delivery of Indiana, Inc. (Vectren). PSI and Vectren reached a Settlement Agreement with the OUCC providing for the recovery of such costs if the IGCC project is approved and constructed and for the partial recovery of such costs if the IGCC project does not go forward. The IURC issued an order in July 2006, approving the Settlement Agreement in its entirety.
(d)                                  Fuel Adjustment Clause
PSI recovers its actual fuel costs quarterly through a rate adjustment mechanism. In two recent fuel clause proceedings, certain industrial customers and the Citizens Action Coalition of Indiana, Inc. have intervened and sub-dockets have been established to address issues raised by the OUCC and the intervenors concerning the allocation of fuel costs between native load customers and non-native load sales, the reasonableness of various Midwest Independent System Operator, Inc. (Midwest ISO) costs for which PSI has sought recovery and PSI’s recovery of costs associated with certain power hedging activities. PSI is defending its practices, its costs, and the allocation of such costs, and discovery is underway in these cases. PSI has been authorized to collect through rates its costs for which it sought recovery in the two sub-docket proceedings, subject to refund pending the outcome of these

proceedings. Cinergy and PSI cannot predict the outcome of these proceedings but does not expect the outcome to be material to PSI.
(e)                                  CG&E Electric Rate Filings
CG&E operates under a MBSSO which was approved by the PUCO in November 2004. In March 2005, the OCC appealed the Commission’s approval of the MBSSO to the Supreme Court of Ohio. The Supreme Court of Ohio recently ruled on the MBSSO’s for two other Ohio utilities and in each of those rulings upheld the market prices charged by the utility to its consumers as approved by the Commission but overturned the competitive bid process approved by the Commission on the basis that the Commission rejected the bid price on behalf of consumers and the applicable statute requires customer involvement. CG&E’s MBSSO does not contain a competitive bid process pursuant to a statutory exception. CG&E does not expect a significant, if any, change to its MBSSO as a result of this case but cannot predict the outcome of its case. Cinergy and CG&E expect the Court to decide the case in 2006. On August 2, 2006, CG&E filed an application with the PUCO to extend CG&E’s MBSSO. The proposal provides for continued electric system reliability, a simplified rate structure, and clear price signals for customers, while helping maintain a stable revenue stream for Cinergy and CG&E. The application also proposes that the PUCO review and approve the application by the end of 2006.
CG&E’s MBSSO includes a fuel clause recovery component, which is audited annually by the PUCO. In January 2006, CG&E entered into a settlement resolving all open issues identified in the 2005 audit. The PUCO approved the settlement in February 2006. Cinergy and CG&E do not expect the agreement to have a material impact on their consolidated results of operations.
CG&E filed a distribution rate case to recover certain distribution costs with rates becoming effective on January 1, 2006, and CG&E has deferred certain costs in 2004 and 2005 pursuant to its MBSSO. The parties to the proceeding agreed upon and filed a settlement setting the recommended annual revenue increase at approximately $50 million. In December 2005, the PUCO issued an order approving the settlement agreement.
(f)                                    ULH&P Gas Rate Case
In 2002, the KPSC approved ULH&P’s gas base rate case which included, among other things, recovery of costs associated with an accelerated gas main replacement program. The approval authorized a tracking mechanism to recover such costs including depreciation and a rate of return on the program’s capital expenditure. The Kentucky Attorney General has appealed to the Franklin Circuit Court the KPSC’s approval of the tracking mechanism. In 2005, both ULH&P and the KPSC requested that the Court dismiss the case. At the present time, Cinergy and ULH&P cannot predict the timing or outcome of this litigation.
In February 2005, ULH&P filed a gas base rate case with the KPSC requesting approval to continue the tracking mechanism and for a $14 million annual increase in base rates. A portion of the increase is attributable to including recovery of the current cost of the accelerated gas main replacement program in base rates. The KPSC did not rule on the base rate case request or the request to continue the tracking mechanism by October 1, 2005; consequently, the initial tracking mechanism expired on September 30, 2005. In accordance with Kentucky law, ULH&P implemented the full amount of the requested rate increase on October 1, 2005. In December 2005, the KPSC approved an annual rate increase of $8.1 million and approved the tracking mechanism through 2011. Pursuant to the KPSC’s order, ULH&P filed a refund plan in January 2006 for the excess revenues collected since October 1, 2005. In February 2006, the KPSC issued an additional order responding to a rehearing request made by the Attorney General. Its rehearing order re-approved ULH&P’s refund plan, which resulted in refunds being provided to customers beginning in March 2006. In February 2006, the Attorney General appealed the KPSC’s order to the Franklin Circuit Court, claiming that the order improperly allows ULH&P to increase its rates for gas main replacement costs in between general rate cases, and also claiming that the order improperly allows ULH&P to earn a return on investment for the costs recovered under the tracking mechanism which permits ULH&P to recover its gas main replacement costs. At this time, Cinergy and ULH&P cannot predict the outcome of this proceeding.

(g)                                 ULH&P Electric Rate Case
In May 2006, ULH&P filed an application for an increase in its base electric rates. The application, which seeks an increase of approximately $65 million in revenue, or approximately 28 percent, to be effective in January 2007, was filed pursuant to the KPSC’s 2003 Order approving the transfer of 1,100 MW of generating assets from CG&E to ULH&P. ULH&P is also seeking reinstitution of its fuel cost recovery mechanism which has been frozen since 2001, and has proposed to refresh the pricing for the back-up power supply contract, to reflect current market pricing. At this time, ULH&P cannot predict the outcome of this proceeding.
(h)                                 PUCO Gas Pipeline System Investigation
In April 2005, the PUCO issued an order opening a statewide investigation into riser leaks in gas pipeline systems throughout Ohio. At this time, Cinergy and CG&E cannot predict the outcome or the impact of the statewide investigation.
(i)                                    Midwest ISO Revenue Sufficiency Guarantee (RSG)
On April 25, 2006, the FERC issued an order on the Midwest ISO’s revisions to its Transmission and Energy Markets Tariffs regarding its RSG. The FERC found that the Midwest ISO violated the tariffs when it did not charge RSG costs to virtual supply offers. The FERC, among other things, ordered the Midwest ISO to recalculate the rate and make refunds to customers, with interest, to reflect the correct allocation of RSG costs. DESS, on behalf of PSI, CG&E, and ULH&P, has filed a Request for Rehearing, and the matter is currently pending before the FERC. At this time, Cinergy, CG&E and PSI cannot predict the outcome of this matter and whether it will have a material effect on their financial position or results of operations.
56

7.14. Commitments and Contingencies
(a)                                  Environmental
(i)           Emission Reduction Rulemakings
In October 1998, the Environmental Protection Agency (EPA) finalized its ozone transport rule, also known as the ~~nitrogen oxides (NO~~NOX) State Implementation Plan (SIP) Call, which addresses wind-blown ozone and ozone precursors that impact air quality in downwind states. ~~The EPA’s final rule, which applies to 22 states in the eastern United States including the three states in which our electric utilities operate, required states to develop rules to reduce NO~~X emissions from utility and industrial sources. In a related matter, in response to petitions filed by several states alleging air quality impacts from upwind sources located in other states, the EPA issued a rule pursuant to Section 126 of the Clean Air Act (CAA) that required reductions similar to those required under the NOX ~~SIP Call. Various states and industry groups challenged the final rules in the Court of Appeals for the District of Columbia Circuit, but the court upheld the key provisions of the rules.~~
~~The EPA has proposed withdrawal of the Section 126 rule in states with approved rules under the final NO~~X ~~SIP Call, which includes Indiana, Kentucky, and Ohio. All three states have adopted a cap and trade program as the mechanism to achieve the required reductions.~~ Cinergy,, CG&E, and PSI have installed selective catalytic reduction units ~~(SCR)~~ and other pollution controls and implemented certain combustion improvements at various generating stations to comply with the NOX SIP Call. Cinergy also utilizes the NOX emission allowance market to buy or sell NOX emission allowances as appropriate. As of ~~March 31,~~June 30, 2006, ~~we have~~Cinergy has incurred approximately $823 million in capital costs to comply with this program and dodoes not anticipate significant additional costs.
~~In March 2005, the~~The EPA issued the Clean Air Interstate Rule (CAIR) which would require states to revise their SIP by September 2006 to address alleged contributions to downwind non-attainment with the revised National Ambient Air Quality Standards for ozone and fine particulate matter.finalized its CAIR in May 2005. The rule ~~established a two-phase, regional cap and trade program for sulfur dioxide (~~limits total annual SO2) and NOX~~, affecting 28 states, including Ohio, Indiana,~~ emissions and ~~Kentucky,~~summer NOX emissions from electric generating facilities across the Eastern United States through a two-phased cap-and-trade program. Phase 1 begins in 2009 for NOX and in 2010 for SO2. Phase 2 begins in 2015 for both NOX and SO2. The rule requires SO2 and NOX emissions to be cut by 70 percent and 65 percent, respectively, by 2015. ~~SIPs must comply with~~The rule gives states the ~~prescribed reduction levels under CAIR; however,~~option of participating in the ~~states have~~national trading program. If a state chooses not to participate, then the ~~ability to introduce more stringent requirements if desired. Under CAIR, companies have flexible compliance options including installation of pollution controls~~rule sets a fixed limit on ~~large plants where such controls are particularly efficient and utilization of emission allowances for smaller plants where controls are not cost effective.~~that state’s annual emissions.
~~In August 2005, the EPA proposed a Federal Implementation Plan (FIP), which would implement phase 1 of CAIR by 2009 and 2010 for NO~~X ~~and SO~~2~~, respectively, for any state that does not develop a CAIR SIP in a timely manner. On March 15, 2006, the~~The EPA finalized ~~the FIP to insure timely CAIR emissions reductions. Numerous states, environmental organizations, industry groups, including some of which~~ ~~Cinergy~~ ~~is a member, and individual companies have challenged various portions of the rules. Those challenges are currently pending~~its CAMR in the United States Circuit Court for the District of Columbia. In December 2005 and again in January 2006, the EPA reconsidered portions of the CAIR, but did not propose any regulatory changes. On March 15, 2006, the EPA took final action on the issues being reconsidered and determined that its original decisions within the regulations were reasonable and should not be changed. At this time we cannot predict the outcome of these matters.
~~Also in March 2005, the EPA issued the Clean Air Mercury Rule (CAMR) which requires national reductions in~~May2005. The rule limits total annual mercury emissions from coal-fired power plants ~~beginning~~across the United States through a two-phased cap-and-trade program. Phase 1 begins in ~~2010. Accompanying~~2010 and Phase 2 begins in 2018. The rule gives states the ~~CAMR publication~~option of participating in the ~~Federal Register was~~national trading program. If a state chooses not to participate, then the ~~EPA’s determination~~rule sets a fixed limit on that it was not appropriate and necessary to regulate mercury emissions from utilities under Section 112 of the CAA, requiring maximum achievable control technology, so that it would be possible to regulate those emissions under Section 111 of the CAA with the CAMR. The final regulation also adopts a two-phase cap and trade approach that requires mercury emissions to be cut by 70 percent by 2018. SIPs must comply with the prescribed reduction levels under CAMR; however, the states have the ability to introduce more stringent requirements if desired. Under CAMR, companies have flexible compliance options including installation of pollution controls on large plants where such controls are particularly efficient and utilization of emission allowances for smaller plants where controls are not cost effective.

state’s annual emissions.
Numerous states, environmental organizations, industry groups, including some of which Cinergy is a member, and individual companies have challenged various portions of the rules. Those challenges are currently pending in the United States Circuit Court for the District of Columbia. On October 21, 2005, the EPA agreed to reconsider certain aspects of the CAMR as well as the determination not to regulate mercury under Section 112 of the ~~CAA.~~Clean Air Act (CAA). On June 9, 2006, the EPA took final action on the issues being reconsidered and determined that its original decisions were reasonable and should not be changed. At this time, weCinergy cannot predict the outcome of these matters.
~~Over~~Cinergy has spent $0.45 billion through 2005 to comply with Phase 1 of the ~~2006-2010~~CAIR and CAMR rules and currently estimates that it will spend an additional $1.23 billion over the 2006-2011 time period, ~~we expect to spend approximately $1.5 billion to reduce mercury, SO~~2~~, and NO~~X ~~emissions. These~~for a total of $1.68 billion. The projected expenditures include estimated costs to comply at plants that ~~we own~~Cinergy owns but dodoes not operate and could change when taking into consideration compliance plans of co-owners or operators involved. Moreover, as market conditions change, additional compliance options may become available and ~~our~~Cinergy’s plans will be adjusted accordingly. ~~Approximately 55 percent~~The IURC recently issued an order granting PSI approximately $1.08 billion in rate recovery, which represents PSI’s share of ~~these~~Cinergy’s estimated $1.68 billion total projected environmental compliance costs ~~would be incurred at~~ ~~PSI’s~~ ~~coal-fired plants,~~ for ~~which recovery would be pursued in accordance with regulatory statutes governing environmental cost recovery.~~Phase 1 of CAIR and CAMR. See ~~(b)(~~i)Note 13(b) for more details. CG&E receives partial recovery of depreciation and financing costs related to environmental compliance projects for 2005-2008 through its ~~rate stabilization plan (RSP).~~MBSSO. See ~~(b)(~~ii)Note 13(e) for more details.
The EPA made final state non-attainment area designations to implement the revised ozone standard and to implement the new fine particulate standard in June 2004 and April 2005, respectively. Several counties in which ~~we operate~~Cinergy operates have been designated as being in non-attainment with the new ozone standard and/or fine particulate standard. States with counties that are designated as being in non-attainment with the new ozone and/or fine particulate standards are required to develop a plan of compliance by June 2007 and April 2008, respectively. Industrial sources in or near those counties are potentially subject to requirements for installation of additional pollution controls. In March 2005, various states, local governments, environmental groups, and industry groups, including some of which Cinergy is a member, filed petitions for review in the ~~United States~~U.S. Court of Appeals for the D.C. Circuit to challenge the EPA’s particulate matter non-attainment designations. Although the EPA has attempted to

structure CAIR to resolve purported utility contributions to ozone and fine particulate non-attainment, at this time, Cinergy cannot predict the effect of current or future non-attainment designations on its consolidated financial position or results of operations.
In July 2005, the EPA issued its final regional haze rules and ~~implementing~~implemented guidelines in response to a 2002 judicial ruling overturning key provisions of the original program. The regional haze program is aimed at reducing certain emissions impacting visibility in national parks and wilderness areas. The EPA has announced that it can foresee no circumstances where the requirements of the regional haze rule would require utility controls beyond those required under CAIR. The EPA also found that states participating in the CAIR cap and trade program need not require electric generating units to adhere to best available retrofit technology requirements. The states have until December 2007 to finalize their SIPs addressing compliance with EPA regulations. The states may choose to implement more stringent guidelines than promulgated by the EPA, and therefore, it is not possible to predict whether the regional haze rule will have a material effect on ~~our~~Cinergy’s, CG&E’s, and PSI’s financial ~~position~~positions or results of operations.
(ii)         Section 126 Petitions
In March 2004, the state of North Carolina filed a petition under Section 126 of the CAA in which it alleges that sources in 13 upwind states including Ohio, Indiana, and Kentucky, significantly contribute to North Carolina’s non-attainment with certain ambient air quality standards. In August 2005, the EPA issued a proposed response to the petition. The EPA proposed to deny the ozone portion of the petition based upon a lack of contribution to air quality by the named states. The EPA also proposed to deny the particulate matter portion of the petition based upon the CAIR ~~FIP, described earlier,~~Federal Implementation Plan (FIP), that would address the air quality concerns from neighboring states. ~~In March~~On April 28, 2006, the EPA denied North Carolina’s petition based upon the final CAIR FIP described above. ~~It is unclear at this time whether~~ North Carolina ~~will pursue~~has filed a legal ~~action on~~challenge to the EPA’s denial.
(iii)         Clean Water Act Rulemaking
The EPA’s final Clean Water Act Section 316(b) rule became effective July 9, 2004. The rule establishes aquatic protection requirements for existing facilities that withdraw 50 million gallons or more of water per day from rivers, streams, lakes, reservoirs, estuaries, oceans, or other U.S. waters for cooling purposes. Six of 11 coal-fueled generating facilities in which Cinergy is either a whole or partial owner are affected sources under the rule. The rule requires a Comprehensive Demonstration Study (CDS) for each affected facility to provide information needed to determine necessary facility-specific modifications and cost estimates for implementation. These studies will be completed over the next three to five years. Once compliance measures are determined and approved by regulators, a facility will typically have five or more years to implement the measures. Due to the wide range of measures potentially applicable to a given facility, and since the final selection of compliance measures will be at least partially dependent upon the CDS information, Cinergy is not able to estimate its cost for complying with the rule at this time.
(iv)         Clean Air Act ~~Lawsuit~~Lawsuits
In November 1999, and through subsequent amendments, the United States brought a lawsuit in the United States Federal District Court for the Southern District of Indiana against Cinergy, CG&E, and PSI alleging various violations of the CAA. Specifically, the lawsuit alleges that weCinergy, CG&E, and PSI violated the CAA by not obtaining Prevention of Significant Deterioration (PSD), Non-Attainment New Source Review (NSR), and Ohio and Indiana SIP permits for

various projects at ~~our~~Cinergy’s, CG&E’s, and PSI’s owned and co-owned generating stations. Additionally, the suit claims that weCinergy, CG&E, and PSI violated an Administrative Consent Order entered into in 1998 between the EPA and Cinergy relating to alleged violations of Ohio’s SIP provisions governing particulate matter at Unit 1 at CG&E’s W.C. Beckjord Station. The suit seeks (1) injunctive relief to require installation of pollution control technology on various generating units at CG&E’s W.C. Beckjord and Miami Fort Stations, and PSI’s Cayuga, Gallagher, Wabash River, and Gibson Stations, and (2) civil penalties in amounts of up to $27,500 per day for each violation. In addition, three ~~northeast~~Northeast states and two environmental groups have intervened in the case. In August 2005, the district court issued a ruling regarding the emissions test that it will apply to Cinergy, CG&E, and PSI at the trial of the case. Contrary to Cinergy’s, CG&E’s, and PSI’s argument, the district court ruled that in determining whether a project was projected to increase annual emissions, it would not

hold hours of operation constant. However, the district court subsequently certified the matter for interlocutory appeal to the Seventh Circuit Court of Appeals, which has accepted the ~~appeal and set oral~~appeal. Oral arguments ~~for~~were held before the Seventh Circuit Court of Appeals in June 2006. In February 2006, the district court ruled that in carrying its burden of proof, the defendant can look to industry practice in proving a particular project was routine. The district court has removed the trial from the calendar and will reset a trial date, if necessary, after the Seventh Circuit Court of Appeals rules. Notwithstanding the appeal, there are a number of other legal issues currently before the district court judge.
In March 2000, the United States also filed in the United States District Court for the Southern District of Ohio an amended complaint in a separate lawsuit alleging violations of the CAA relating to PSD, NSR, and Ohio SIP requirements regarding various generating stations, including a generating station operated by Columbus Southern Power Company (CSP) and jointly-owned by CSP, The Dayton Power and Light Company (DP&L), and CG&E. The EPA is seeking injunctive relief and civil penalties of up to $27,500 per day for each violation. This suit is being defended by CSP. In April 2001, the United States District Court for the Southern District of Ohio in that case ruled that the Government and the intervening plaintiff environmental groups cannot seek monetary damages for alleged violations that occurred prior to November 3, 1994; however, they are entitled to seek injunctive relief for such alleged violations. Neither party appealed that decision. This matter was heard in trial in July 2005. A decision is pending.
In addition, Cinergy and CG&E have been informed by DP&L that in June 2000, the EPA issued a Notice of Violation (NOV) to DP&L for alleged violations of PSD, NSR, and Ohio SIP requirements at a station operated by DP&L and jointly-owned by DP&L, CSP, and CG&E. The NOV indicated the EPA may (1) issue an order requiring compliance with the requirements of the Ohio SIP, or (2) bring a civil action seeking injunctive relief and civil penalties of up to $27,500 per day for each violation. In September 2004, Marilyn Wall and the Sierra Club brought a lawsuit against CG&E, DP&L and CSP for alleged violations of the CAA at this same generating station. This case is currently in discovery in front of the same judge who has the CSP case.
WeAt this time, Cinergy, CG&E, and PSI are unable to predict whether resolution of these matters would have a material effect on ~~our~~their financial position or results of operations.We Cinergy, CG&E, and PSIintend to vigorously defend against these allegations.
~~(iv)~~(v)           Carbon Dioxide (CO2) Lawsuit
In July 2004, the states of Connecticut, New York, California, Iowa, New Jersey, Rhode Island, Vermont, Wisconsin, and the City of New York brought a lawsuit in the United States District Court for the Southern District of New York against Cinergy, American Electric Power Company, Inc., American Electric Power Service Corporation, The Southern Company, Tennessee Valley Authority, and Xcel Energy Inc. That same day, a similar lawsuit was filed in the United States District Court for the Southern District of New York against the same companies by Open Space Institute, Inc., Open Space Conservancy, Inc., and The Audubon Society of New Hampshire. These lawsuits allege that the defendants’ emissions of CO2 from the combustion of fossil fuels at electric generating facilities contribute to global warming and amount to a public nuisance. The complaints also allege that the defendants could generate the same amount of electricity while emitting significantly less CO2. The plaintiffs are seeking an injunction requiring each defendant to cap its CO2 emissions and then reduce them by a specified percentage each year for at least a decade. In September 2005, the district court granted the defendants’ motion to dismiss the lawsuit. The plaintiffs have appealed this ruling to the Second Circuit Court of Appeals. Oral argument was held before the Second Circuit Court of Appeals ~~and oral argument is scheduled for~~in June 2006. ~~We are~~Cinergy is not able to predict whether resolution of these matters would have a material effect on ~~our~~its financial position or results of operations.

~~(v)~~(vi)         Zimmer Generating Station (Zimmer Station) Lawsuit
In November 2004, a citizen of the Village of Moscow, Ohio, the town adjacent to CG&E’s Zimmer Station, brought a purported class action in the United States District Court for the Southern District of Ohio seeking monetary damages and injunctive relief against CG&E for alleged violations of the CAA, the Ohio SIP, and Ohio laws against nuisance and common law nuisance. The plaintiffs have filed a number of additional notices of intent to sue and two lawsuits raising claims similar to those in the original claim. One lawsuit was dismissed on procedural grounds, and the remaining two have been consolidated. The plaintiff filed a motion for class

certification, which is fully briefed and pending decision. At this time, weCG&E cannot predict whether the outcome of this matter will have a material impact on ~~our~~its financial position or results of operations. ~~We intend~~CG&E intends to defend this lawsuit vigorously in court.
~~(vi)~~(vii)        Manufactured Gas Plant (MGP) Sites
Coal tar residues, related hydrocarbons, and various metals have been found in at least 2223 sites that PSI or its predecessors previously owned and sold in a series of transactions with Northern Indiana Public Service Company (NIPSCO) and Indiana Gas Company, Inc. (IGC). The 2223 sites are in the process of being studied and will be remediated, if necessary. In 1998 NIPSCO, IGC, and PSI entered into Site Participation and Cost Sharing Agreements to allocate liability and responsibilities ~~between~~among them. Thus far, PSI has primary responsibility for investigating, monitoring, and, if necessary, remediating nine of these sites. In December 2003, PSI entered into a voluntary remediation plan with the state of Indiana, providing a formal framework for the investigation and cleanup of the nine sites. The Indiana Department of Environmental Management oversees investigation and cleanup of all of these sites.
In April 1998, PSI filed suit in Hendricks County in the state of Indiana against its general liability insurance carriers. PSI sought a declaratory judgment to obligate its insurance carriers to (1) defend MGP claims against PSI and compensate PSI for its costs of investigating, preventing, mitigating, and remediating damage to property and paying claims related to MGP sites; or (2) pay PSI’s cost of defense. PSI settled, in principle, its claims with all but one of the insurance carriers in January 2005 prior to commencement of the trial. With respect to the lone insurance carrier, a jury returned a verdict against PSI in February 2005. PSI has appealed this decision. At ~~the present~~this time, PSI cannot predict the outcome of this litigation, including the outcome of the appeal.
PSI has accrued costs related to investigation, remediation, and groundwater monitoring for those sites where such costs are probable and can be reasonably estimated. WePSI will continue to investigate and remediate the sites as outlined in the voluntary remediation plan. As additional facts become known and investigation is completed, wePSI will assess whether the likelihood of incurring additional costs becomes probable. Until all investigation and remediation is complete, ~~we are~~PSI is unable to determine the overall impact on ~~our~~its financial position or results of operations.
CG&E has performed site assessments on certain of ~~their~~its sites where ~~we believe~~ MGP activities are believed to have occurred at some point in the past and have found no imminent risk to the environment. At ~~the present~~this time, CG&E cannot predict whether investigation and/or remediation will be required in the future at any of these sites.
~~(vii)~~(viii)       Asbestos Claims Litigation
PSI and CG&E, have been named as defendants or co-defendants in lawsuits related to asbestos at their electric generating stations. Currently, there are approximately 130 pending lawsuits (the majority of which are PSI cases). In these lawsuits, plaintiffs claim to have been exposed to asbestos-containing products in the course of their work as outside contractors in the construction and maintenance of ~~CG&E~~PSI and~~PSI~~ CG&E generating stations. The plaintiffs further claim that as the property owner of the generating stations, ~~CG&E~~ PSI and ~~PSI~~CG&E should be held liable for their injuries and illnesses based on an alleged duty to warn and protect them from any asbestos exposure. The impact on ~~CG&E’s~~PSI’s and ~~PSI’s~~CG&E’s financial position or results of operations of these cases to date has not been material.
Of these lawsuits, one case filed against PSI has been tried to verdict. The jury returned a verdict against PSI on a negligence claim and a verdict for PSI on punitive damages. PSI appealed this decision up to the Indiana Supreme Court. In October 2005, the Indiana Supreme Court upheld the jury’s verdict. PSI paid the judgment of

approximately $630,000 in the fourth quarter of 2005. In addition, PSI has settled over 150 other claims for amounts which neither individually nor in the aggregate are material to PSI’s financial position or results of operations. Based on estimates under varying assumptions, concerning ~~such~~ uncertainties, such as, among others: (i) the number of contractors potentially exposed to asbestos during construction or maintenance of PSI generating plants; (ii) the possible incidence of various illnesses among exposed workers, and (iii) the potential settlement costs without federal or other legislation that addresses asbestos tort actions, PSI estimates that the range of reasonably possible exposure in existing and future suits over the next 50 years could range from an immaterial amount to

approximately $60 million, exclusive of costs to defend these cases. This estimated range of exposure may change as additional settlements occur and claims are made in Indiana and more case law is established.
CG&E has been named in fewer than 10 cases and as a result has virtually no settlement history for asbestos cases. Thus, CG&E is not able to reasonably estimate the range of potential loss from current or future lawsuits. However, potential judgments or settlements of existing or future claims could be material to CG&E.
~~(viii)~~(ix)         Dunavan Waste Superfund Site
In July and October 2005, PSI received notices from the EPA that it has been identified as a de minimus potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act at the Dunavan Waste Oil Site in Oakwood, Vermilion County, Illinois. At this time, PSI does not have any further information regarding the scope of potential liability associated with this matter.
~~(ix)~~(x)           Ontario, Canada Lawsuit
WeCinergy, CG&E, and PSI understand that a class action lawsuit was filed in Superior Court in Ontario, Canada against usCinergy, CG&E, and PSI and approximately 20 other utility and power generation companies alleging various claims relating to environmental emissions from coal-fired power generation facilities in the United States and Canada and damages of approximately $50 billion, with continuing damages in the amount of approximately $4 billion annually. WeCinergy, CG&E, and PSI understand that the lawsuit also claims entitlement to punitive and exemplary damages in the amount of $1 billion. WeCinergy, CG&E, and PSI have not yet been served in this ~~lawsuit,~~lawsuit; however, if served, weCinergy, CG&E, and PSI intend to defend this lawsuit vigorously in court. WeAt this time, Cinergy, CG&E, and PSI are not able to predict whether resolution of this matter would have a material effect on ~~our~~Cinergy’s, CG&E’s, and PSI’s financial position or results of operations.
(xi)         Hurricane Katrina Lawsuit
On April 19, 2006, Cinergy was named in the third amended complaint of a purported class action filed in the United States District Court for the Southern District of Mississippi. Plaintiffs claim that Cinergy, along with numerous other utilities, oil companies, coal companies and chemical companies, is liable for damages relating to losses suffered by victims of Hurricane Katrina. Plaintiffs claim that Cinergy’s, and ~~others,~~others’, greenhouse gas emissions contributed to the frequency and intensity of storms such as Hurricane Katrina. Cinergy has not been served with this ~~lawsuit.~~lawsuit; however, if served Cinergy intends to defend this lawsuit vigorously in court. At this time, ~~we are~~Cinergy is not able to predict whether resolution of this matter would have a material effect on ~~our financial position or results of operations.~~
~~(x)        Hurricane Katrina Lawsuit~~
~~On April 19, 2006,~~ ~~Cinergy~~Cinergy’s ~~was named in the third amended complaint of a purported class action filed in the United States District Court for the Southern District of Mississippi. Plaintiffs claim that~~ ~~Cinergy~~~~, along with numerous other utilities, oil companies, coal companies and chemical companies, is liable for damages relating to losses suffered by victims of Hurricane Katrina. Plaintiffs claim that~~ ~~Cinergy’s~~~~, and others, greenhouse gas emissions contributed to the frequency and intensity of storms such as Hurricane Katrina.~~ ~~Cinergy~~ ~~has not been served with this lawsuit. At this time, we are not able to predict whether resolution of this matter would have a material effect on our~~ financial position or results of operations.
(b)                                  ~~Regulatory~~
~~(i)         PSI Environmental Compliance Case~~
~~In November 2004,~~~~PSI~~ ~~filed a compliance plan case with the IURC seeking approval of~~ ~~PSI’s~~ ~~plan for complying with SO~~2~~, NO~~X~~, and mercury emission reduction requirements discussed previously in (a)(~~i~~), including approval of cost recovery and an overall rate of return of eight percent related to certain projects.~~ ~~PSI~~ ~~requested approval to recover the financing, depreciation, and operation and maintenance costs, among others, related to $1.08 billion in capital projects designed to reduce emissions of SO~~2~~, NO~~X~~, and mercury at~~ ~~PSI’s~~ ~~coal-burning generating stations. An evidentiary hearing was held in May 2005. In December 2005,~~ ~~PSI~~~~, the Indiana Office of the Utility Consumer Counselor, and the PSI Industrial Group filed a settlement agreement providing for approval of~~ ~~PSI’s~~ ~~compliance plan, and approval of financing, depreciation, and operation and maintenance cost recovery. The settlement agreement provides for 20-year depreciation in lieu of~~ ~~PSI’s~~ ~~originally requested 18-year depreciation, the use of~~ ~~PSI’s~~ then weighted cost of capital to determine the overall rate of return rather than eight percent as originally requested, caps the amount of cost recovery for the Gallagher Generating Station baghouse projects, and removes the Activated Carbon Injection component of those projects. A final IURC Order is expected in the first half of 2006.
~~(ii)~~       ~~CG&E Electric Rate Filings~~
~~CG&E~~ ~~operates under an RSP which was approved by the PUCO in November 2004, and which expires December 31, 2008.~~

~~One of the components of~~ ~~CG&E’s~~ RSP is a fuel clause recovery mechanism, which was recently audited by the PUCO’s auditor. The auditor recommended alternate methodologies for administration of the fuel clause recovery mechanism that varies from ~~CG&E’s~~ ~~current practice. A hearing before PUCO examiners was held in early November at which the PUCO staff took positions contrary to~~ ~~CG&E’s~~ ~~current practice.~~ ~~CG&E~~ ~~officials also testified at the hearing concerning our current practices. In January 2006,~~ ~~CG&E~~ signed a settlement on the RSP with the PUCO staff. The two intervening parties have agreed not to oppose the settlement. In February 2006, the PUCO issued an order approving the settlement agreement. We do not expect the agreement to have a material impact on ~~CG&E’s~~ or ~~Cinergy’s~~ ~~results of operations.~~
In March 2005, the Ohio Consumers’ Counsel appealed the Commission’s approval of the RSP to the Supreme Court of Ohio. The Supreme Court of Ohio recently ruled on the rate stabilization plan for another Ohio utility, and in that ruling, upheld the market prices charged by the utility to its consumers as approved by the Commission but overturned the competitive bid process approved by the Commission on the basis that the Commission rejected the bid price on behalf on consumers and the applicable statute requires customer involvement. ~~CG&E’s~~ ~~RSP does not contain a competitive bid process pursuant to a statutory exception.~~ ~~CG&E~~ ~~does not expect a significant, if any, change to its RSP as a result of this case but cannot predict the outcome of its case. We expect the court to decide the case in 2006.~~
~~CG&E~~ ~~has also filed a distribution rate case to recover certain distribution costs with rates becoming effective on January 1, 2006 and~~ ~~CG&E~~ has deferred certain costs in 2004 and 2005 pursuant to its RSP. The parties to the proceeding agreed upon and filed a settlement setting the recommended annual revenue increase at approximately $51 million. In December 2005, the PUCO issued an order approving the settlement agreement.
~~(iii)      ULH&P Gas Rate Case~~
In 2002, the KPSC approved ULH&P’s gas base rate case requesting, among other things, recovery of costs associated with an accelerated gas main replacement program of up to $112 million over ten years. The approval allowed the costs to be recovered through a tracking mechanism for an initial three-year period expiring on September 30, 2005, with the possibility of renewal for up to ten years. The tracking mechanism allows ULH&P to recover depreciation costs and rate of return annually over the life of the assets. As of March 31, 2006, we have capitalized $64.5 million in costs associated with the accelerated gas main replacement program through this tracking mechanism, of which ULH&P has recovered $8.9 million. The Kentucky Attorney General has appealed to the Franklin Circuit Court the KPSC’s approval of the tracking mechanism and the tracking mechanism rates. In October 2005, both the Company and the KPSC filed with the Franklin Circuit Court, requesting dismissal of the case for failure to prosecute by the Kentucky Attorney General. At the present time, ULH&P cannot predict the timing or outcome of this litigation.
In February 2005, ULH&P filed a gas base rate case with the KPSC requesting approval to continue the tracking mechanism in addition to its request for a $14 million annual increase in base rates. A portion of the increase is attributable to including recovery of the current cost of the accelerated main replacement program in base rates. The KPSC did not rule on the base rate case request or the request to continue the tracking mechanism by October 1, 2005; consequently the initial tracking mechanism expired on September 30, 2005. In accordance with Kentucky law, ULH&P implemented the full amount of the requested rate increase on October 1, 2005. In December 2005, the KPSC approved an annual rate increase of $8.1 million and reapproved the tracking mechanism through 2011. Pursuant to the KPSC’s order, ULH&P filed a refund plan in January 2006 for the excess revenues collected since October 1, 2005. In February 2006, the KPSC issued an additional order responding to a rehearing request made by the Attorney General. Its rehearing order approved the Company’s refund plan, which resulted in refunds being provided to customers beginning in March 2006. In February 2006, the Attorney General appealed the KPSC’s order to the Franklin Circuit Court, claiming that the order improperly allows ULH&P to increase its rates for gas main replacement costs in between general rate cases, and also claiming that the order improperly allows ULH&P to earn a return on investment for the costs recovered under the tracking mechanism which permits ULH&P to recover its gas main replacement costs. At this time, ULH&P cannot predict the outcome of this litigation.
~~(iv)       Gas Distribution Plant~~
~~In June 2003, the PUCO approved an amended settlement agreement between~~ ~~CG&E~~ ~~and the PUCO staff in a gas distribution safety case arising out of a gas leak at a service head-adapter (SHA) style riser on~~ ~~CG&E’s~~ ~~distribution system. The amended settlement agreement required~~ ~~CG&E~~ ~~to expend a minimum of $700,000 to replace SHA risers by December 31, 2003, and to file a comprehensive plan addressing all SHA risers on its distribution system.~~ ~~CG&E~~ ~~filed a comprehensive plan with the PUCO in December 2004 providing for replacement of approximately 5,000 risers in 2005 with continued monitoring thereafter.~~ ~~CG&E~~ ~~estimates the replacement cost of these risers will not be material. In April 2005, the PUCO issued an order closing this case. The PUCO issued a separate order~~

~~opening a statewide investigation into riser leaks in gas pipeline systems throughout Ohio. At this time,~~ ~~Cinergy~~ ~~and~~ ~~CG&E~~ ~~cannot predict the outcome or the impact of the statewide investigation.~~
~~(v)        PUCO Merger Approval Appeal to the Supreme Court~~
In April 2006, The Office of the Ohio Consumers’ Counsel filed a Notice of Appeal with the Supreme Court of Ohio, requesting the Court remand the Commission’s merger approval for a full evidentiary hearing. The Office of the Ohio Consumers’ Counsel alleges that the Commission committed reversible error on both procedural and substantive grounds, in among other things, failing to set the matter for a full evidentiary hearing, failing to consider evidence regarding the transfer of the DENA assets to ~~CG&E~~~~, and failing to lift the stay on discovery. While~~ ~~CG&E~~ ~~cannot predict the outcome of this matter, it is unlikely that the Court’s decision will affect the consummation of the merger.~~
~~(vi)       IURC Merger Approval Request for Rehearing and Reconsideration~~
~~In April 2006, Interveners, Citizens Action Coalition of Indiana, Inc., filed a Verified Petition for Rehearing and Reconsideration claiming that~~ ~~PSI~~ ~~should be ordered to provide an additional $5 million in rate credits to customers to be consistent with the NCUC order. An order on the Petition is expected in the second quarter of 2006.~~
~~(c)~~                                  Other
(i)           Synthetic Fuel Production
Cinergy produces synthetic fuel from two facilities that qualify for tax credits (through 2007) in accordance with Section 29/45K of the Internal Revenue Code if certain requirements are satisfied. These credits reduceCinergy’s~~Cinergy’s~~ income tax liability and thereforeCinergy’s~~Cinergy’s~~ effective tax rate. Cinergy’s~~Cinergy’s~~ sale of synthetic fuel has generated ~~$339~~$343 million in tax credits through December 31, ~~2005 and an additional $18 million, after~~2005. After reducing for ~~phase-out,~~the possibility of phase-outs in 2006, the amount of additional credits generated through ~~March 31, 2006.~~June 30, 2006 is immaterial. Section 29/45K provides for a phase-out of the credit if the average price of crude oil during a calendar year exceeds a specified threshold. The phase-out is based on a prescribed calculation and definition of crude oil prices. Based on current crude oil prices, ~~we believe~~Cinergy believes that for 2006 and 2007 the amount of the tax credits will be reduced, perhaps significantly. ~~If oil~~Oil prices are ~~high enough, we may idle~~currently at a level where Cinergy has idled the plants, as the value of the credits ~~would~~may not exceed the net costs to produce the synthetic fuel. During the first quarter of 2006, an agreement was in place with the plant operator which would indemnifyCinergy~~Cinergy~~ in the event that tax credits are insufficient to support operating expenses. This agreement did not continue in the second quarter. Cinergy’s net book value of the plants at June 30, 2006 was approximately $24 million. Based upon the increase in crude oil prices subsequent to June 30, 2006, it is possible that ~~Cinergy’s~~Cinergy may incur a future impairment of its net investment in the ~~plants at March 31, 2006 was approximately $37 million.~~synthetic fuel plants.

The Internal Revenue Service (IRS) ~~is currently auditing~~has completed the audit of Cinergy~~Cinergy~~ for the 2002, 2003, and 2004 tax ~~years. We expect~~years including the ~~IRS will evaluate the~~ ~~various~~ ~~key requirements for claiming our Section 29/45K credits related to synthetic fuel. If the IRS challenges our Section 29/45K~~synfuel facility owned during that period. That facility represents $222 million of tax credits ~~related~~generated during that audit period. The IRS has not proposed any adjustment that would disallow the credits claimed during that period. Subsequent periods are still subject to ~~synthetic fuel, and such challenges are successful, this could result in the disallowance of up to all $357 million in previously claimed credits for synthetic fuel produced by the applicable~~audit. Cinergy~~Cinergy~~ ~~facilities and a loss of our ability to claim future credits for synthetic fuel produced by such facilities. We believe~~ believes that ~~we operate~~it operates in conformity with all the necessary requirements to be allowed such ~~tax~~ credits under Section 29/45K.
(ii)         FirstEnergy Lawsuit
FirstEnergy has filed a lawsuit in the Court of Common Pleas in Summit County, Ohio against Cinergy with respect to a transaction between Cinergy and a subsidiary of FirstEnergy, relating to a joint venture company, Avon Energy Partners Holdings (Avon). In 1999, the FirstEnergy subsidiary acquired Cinergy’s share of Avon which it subsequently sold to a third party. The original transaction documents included an indemnity by Cinergy with respect to a certain investment owned by Avon. FirstEnergy claims that this indemnity was triggered by its sale of Avon to a third party, and is seeking to recover $15 million from Cinergy. On April 28, 2006, the court granted Cinergy’s motion for summary judgment, thus ruling that Cinergy is not obligated to pay the $15 million sought by FirstEnergy. FirstEnergy has appealed this decision. At this time, weCinergy cannot predict the outcome of this matter.

(iii)         ~~Guarantees~~Other Litigation and Legal Proceedings
As part of their normal business, Cinergy, CG&E, and PSI are party to various financial guarantees, performance guarantees, and other contractual commitments to extend guarantees of credit and other assistance to various subsidiaries, investees, and other third parties. To varying degrees, these guarantees involve elements of performance and credit risk, which are not included on the Consolidated Balance Sheets. The possibility of Cinergy, CG&E, and PSI having to honor their contingencies is largely dependent upon future operations of various subsidiaries, investees, and other third parties, or the occurrence of certain future events. For further information, see Note 15.
In addition, Cinergy, CG&E, and PSI enter into various fixed-price, non-cancelable commitments to purchase or sell power (tolling arrangements or power purchase contracts), take-or-pay arrangements, transportation or throughput agreements, and other contracts that may or may not be recognized on the Consolidated Balance Sheets. Some of these arrangements may be recognized at market value on the Consolidated Balance Sheets as trading contracts or qualifying hedge positions included in unrealized gains or losses on MTM and hedging transactions.
15. Guarantees and Indemnifications
In the ordinary course of business, Cinergy enters into various agreements providing financial or performance assurances to third parties on behalf of certain unconsolidated subsidiaries and joint ventures. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to these entities on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish their intended commercial purposes. The guarantees have various termination dates, from short-term (less than one year) to open-ended.
In many cases, the maximum potential amount of an outstanding guarantee is an express term, set forth in the guarantee agreement, representing the maximum potential obligation of Cinergy under that guarantee (excluding, at times, certain legal fees to which a guaranty beneficiary may be entitled). In those cases where there is no maximum potential amount expressly set forth in the guarantee agreement, ~~we calculate~~Cinergy calculates the maximum potential amount by considering the terms of the guaranteed transactions, to the extent such amount is estimable.
Cinergy Corp. has also provided performance guarantees on behalf of certain unconsolidated subsidiaries and joint ventures. These guarantees support performance under various agreements and instruments (such as construction contracts, operation and maintenance agreements, and energy service agreements). Cinergy Corp. may be liable in the event of an unexcused breach of a guaranteed performance obligation by an unconsolidated subsidiary. Cinergy Corp. has estimated its maximum potential liability to be ~~$52~~$113 million under these guarantees as of ~~March 31,~~June 30, 2006. Cinergy Corp. may also have recourse to third parties for claims required to be paid under certain of these guarantees. The majority of these guarantees expire at the completion of the underlying performance agreement, the majority of which expire from 2016 to 2019.

Cinergy has entered into contracts that include indemnification provisions as a routine part of its business activities. Examples of these contracts include purchase and sale agreements and operating agreements. In general, these provisions indemnify the counterparty for matters such as breaches of representations and warranties and covenants contained in the contract. In some cases, particularly with respect to purchase and sale agreements, the potential liability for certain indemnification obligations is capped, in whole or in part (generally at an aggregate amount not exceeding the sale price), and subject to a deductible amount before any payments would become due.In other cases (such as indemnifications for willful misconduct of employees in a joint venture), the maximum potential liability is not estimable given that the magnitude of any claims under those indemnifications would be a function of the extent of damages actually incurred. Cinergy has estimated the maximum potential liability, where estimable, to be $137 million under these indemnification provisions. The termination period for the majority of matters provided by indemnification provisions in these types of agreements generally ranges from 2006 to 2010.
~~We believe~~Cinergy believes the likelihood that it~~Cinergy~~ would be required to perform or otherwise incur any significant losses associated with any or all of the guarantees described in the preceding paragraphs is remote.
~~8.     Discontinued Operations~~16. Related Party Transactions
~~In December 2005,~~ Cinergy ~~completed the sale of a wholly-owned subsidiary~~, CG&E, and PSI engage in ~~the Czech Republic that was engaged in the generation~~related party transactions. These transactions are generally performed at cost and sale of heat and electricity. At the time of the sale, the subsidiary had assets of approximately $113 million and liabilities of approximately $12 million. The net, after-tax, gain from the sale was approximately $18 million (including a net, after-tax, cumulative currency translation gain of approximately $24 million).
~~In December 2005,~~ ~~Cinergy~~ ~~began taking steps to sell its wholly-owned North American energy management and energy performance contracting business. In December 2005,~~ ~~Cinergy~~ ~~recognized a $17 million pre-tax impairment charge to value this business to its estimated fair value less cost to sell~~ in accordance with ~~being deemed held~~the applicable state and federal commission regulations. The Consolidated Balance Sheets of Cinergy, CG&E,and PSI reflect amounts payable to and/or receivables from related parties as Accounts payable and Receivables, respectively. The amounts for ~~sale. In April~~Cinergy and CG&E, at June 30, 2006, were as follows:

June 30, 2006

(in millions)

Cinergy

Accounts payable

$
94

Receivables

—

CG&E

Accounts payable

$
143

Receivables

33

PSI

Accounts payable

$
26

Receivables

3

Cinergy ~~completed the sale~~, CG&E, and PSI are allocated their proportionate share of ~~this business. The net, after tax, loss on the sale was approximately $19 million (including the $17 million impairment charge recognized in December 2005)~~corporate governance and other costs by a consolidated affiliate of Duke Energy. CG&E, PSI, and Duke Energy and its subsidiaries are allocated their proportionate share of corporate governance costs from a consolidated affiliate of Cinergy.
~~These consolidated entities have been presented as~~ ~~Discontinued operations~~, ~~net of tax~~ inThe revenues and expenses associated with corporate governance and other service costs for ~~Cinergy’s~~Cinergy ~~Condensed Consolidated Statements of Income~~ and as ~~Assets/Liabilities of Discontinued Operations~~ in ~~Cinergy’s~~CG&E ~~Condensed Consolidated Balance Sheets. The discontinued operations were part of Commercial Business Unit (Commercial).~~
38

~~The accompanying financial statements and prior year financial statements have been reclassified to account for these entities as such.~~
~~The following table reflects the assets and liabilities, the results of operations, and the income (loss) on disposal related to investments accounted for as discontinued operations~~ for the ~~quarters~~three months ended June 30, 2006, March 31, 2006 and ~~2005.~~June 30, 2005 and the six months ended June 30, 2005 were as follows:

March 31

       2006

       2005

(in millions)

Revenues(1)

$
5

$
18

Income (Loss) Before Taxes

$
(3
)
$
3

Income Taxes Expense (Benefit)

$
(1
)
$
1

Income (Loss) from Discontinued Operations

Income (Loss) from operations, net of tax

$
(2
)
$
2

Loss on disposal, net of tax

(2
)
—

Total Income (Loss) from Discontinued Operations

$
(4
)
$
2

Assets

Current assets

$
9

$
34

Property, plant, and equipment-net

—

120

Other assets

13

29

Total Assets

$
22

$
183

Liabilities

Current liabilities

$
8

$
7

Long-term debt (including Long-term debt due within one year)

13

17

Other

5

16

Total Liabilities

$
26

$
40

Cash Flows

Operating Activities

$
3

$
10

Investing Activities

2

3

Financing Activities

(5
)
(8
)

Total Cash Flows

$
—

$
5

Successor(1)

Predecessor(1)

Three Months

Three Months

Three Months

Six Months

Ended

Ended

Ended

Ended

June 30, 2006

March 31, 2006

June 30, 2005

June 30, 2005

(in millions)

Cinergy

Corporate governance and other service revenues

$
27

$
—

$
—

$
—

Corporate governance and other service expenses

48

—

—

—

CG&E

Corporate governance and other service expenses

$
98

$
99

$
82

$
152

(1)             ~~Presented for informational purposes only. All results of operations are reported net in our Statements of Income.~~
~~9.   Financial Information by Business Segment~~
~~As discussed in the 2005 10-K, we conduct operations through our subsidiaries and manage our businesses through the following three reportable segments:~~
·                  ~~Regulated Business Unit (Regulated);~~
·                  ~~Commercial; and~~
·                  ~~Power Technology and Infrastructure Services Business Unit (Power Technology and Infrastructure).~~
~~Regulated consists of~~ ~~PSI’s~~ ~~regulated generation and transmission and distribution operations, and~~ ~~CG&E~~ ~~and its subsidiaries’ regulated electric and gas transmission and distribution systems and its subsidiaries’ regulated electric generation. Regulated plans, constructs, operates, and maintains~~ ~~Cinergy’s~~ transmission and distribution systems and delivers gas and electric energy to consumers. Regulated also earns revenues from wholesale customers primarily by these customers transmitting electric power through ~~Cinergy’s~~ transmission system. These businesses are subject to cost of service rate making where rates to be charged to customers are based on prudently incurred costs over a test period plus a reasonable rate of return.
Commercial manages our wholesale generation and energy marketing and trading activities. Commercial also performs energy risk management activities, provides customized energy solutions and is responsible for all of our international operations.

~~Power Technology and Infrastructure primarily manages Cinergy Ventures, LLC (Ventures),~~ ~~Cinergy’s~~ ~~venture capital subsidiary. Ventures identifies, invests in, and integrates new energy technologies into~~ ~~Cinergy’s~~ existing businesses, focused primarily on operational efficiencies and clean energy technologies. In addition, Power Technology and Infrastructure manages our investments in other energy infrastructure and telecommunication service providers.
~~Following are the financial results by business unit. Certain prior-year amounts have been reclassified to conform to the current presentation.~~
40

~~Financial results by business unit for the quarters ended March 31, 2006, and March 31, 2005, are as indicated below.~~

Cinergy Business Units

Regulated

Commercial

Power Technology
and Infrastructure

Total

Reconciling
Eliminations(1)

Consolidated

(in millions)

Quarter ended March 31, 2006

Operating revenues

External customers

$
1,026

$
623

$
—

$
1,649

$
—

$
1,649

Intersegment revenues

—

1

—

1

(1
)
—

Gross margins

Electric(2)

478

233

—

711

—

711

Gas(3)

90

34

—

124

—

124

Discontinued operations, net of tax(4)

—

(4
)
—

(4
)
—

(4
)
Cumulative effect of a change in accounting principle, net of tax(5)

(2
)
(1
)
—

(3
)
—

(3
)

Net income (loss)

34

50

(5
)
79

—

79

Quarter ended March 31, 2005

Operating revenues

External customers

$
912

$
414

$
—

$
1,326

$
—

$
1,326

Intersegment revenues

12

45

—

57

(57
)
—

Gross margins

Electric(2)

442

172

—

614

—

614

Gas(3)

98

6

—

104

—

104

Discontinued operations, net of tax(4)

—

2

—

2

—

2

Net income (loss)

76

45

(4
)
117

—

117

~~(1)The Reconciling Eliminations category eliminates the intersegment revenues of Commercial and Regulated.~~
~~(2)Electric gross margins are calculated as~~ ~~Electric operating revenues~~ ~~less~~ ~~Fuel, emission allowances, and purchased power~~ ~~expense from the Condensed Consolidated Statements of Income.~~
~~(3)Gas gross margins are calculated as~~ ~~Gas operating revenues~~ ~~less~~ ~~Gas purchased~~ ~~expense from the Condensed Consolidated Statements of Income.~~
~~(4)~~See Note 81(b) for additional ~~information.~~information on Predecessor and Successor reporting.
~~(5)See Note 1(e)(~~i~~) for additional information.~~

~~Total segment assets at March 31, 2006 and December 31, 2005, are as indicated below:~~

Cinergy Business Units

Regulated

Commercial(1)

Power Technology and Infrastructure

Total

(in millions)

Segment assets from continuing operations

$
10,285

$
5,927

$
122

$
16,334

Segment assets from discontinued operations

—

22

—

22

Total segment assets at March 31, 2006

$
10,285

$
5,949

$
122

$
16,356

Segment assets from continuing operations

$
9,963

$
7,025

$
132

$
17,120

Segment assets from discontinued operations

—

34

—

34

Total segment assets at December 31, 2005

$
9,963

$
7,059

$
132

$
17,154

~~(1)The decrease in Commercial’s assets was primarily due to decreases in energy risk management assets and decreases in trade receivables.~~
42

~~10. Earnings Per Common Share (EPS)~~
~~A reconciliation of EPS — basic to EPS — diluted from continuing operations is presented below for the quarters ended March 31, 2006 and 2005:~~

Income

Shares

EPS

(in thousands, except per share amounts)

Quarter Ended March 31, 2006

EPS — basic:

Income from continuing operations — basic

$
86,914

200,286

$
0.43

EPS — diluted:

Common stock options

713

Directors’ compensation plans

162

Income from continuing operations — diluted

$
86,914

201,161

$
0.43

Quarter Ended March 31, 2005

EPS — basic:

Income from continuing operations — basic

$
114,879

195,647

$
0.59

EPS — diluted:

Common stock options

627

Directors’ compensation plans

148

Stock purchase contracts

290

Income from continuing operations — diluted

$
114,879

196,712

$
0.59

Options to purchase shares of common stock are excluded from the calculation of EPS — diluted, if they are considered to be anti-dilutive. Share amounts of 1.3 million and 1.5 million were excluded from the EPS — diluted calculation for the quarters ended March 31, 2006 and 2005, respectively.
~~11. Acquisition and Transfer of Generating Assets~~
~~(a)~~                                  ~~Transfer of Duke Generating Assets to CG&E — Subsequent Event~~
~~In April 2006, Duke contributed to~~ ~~CG&E~~ ~~its ownership interest in five plants, representing a mix of combined cycle and peaking plants, with a combined capacity of 3,760 megawatts (MWs), as follows:~~
Generating Plant

Location

Ownership
Interest

Fuel Type

Owned
MW Capacity

Fayette

Fayette County, Pennsylvania

100
%
Gas

620

Hanging Rock

Lawrence County, Ohio

100

Gas

1,240

Lee

Lee County, Illinois

100

Gas

640

Vermillion

Vermillion County, Indiana

75

Gas

640

Washington

Washington County, Ohio

100

Gas

620

3,760

The transaction was effective in April 2006 and was accounted for at Duke’s net book value for these assets. The LLCs holding these generating plants, which were indirect subsidiaries of Duke, were first distributed to Duke, which then contributed them to ~~Cinergy~~ ~~which, in turn, contributed them to~~ ~~CG&E~~~~. In the final step, these LLCs were then merged into~~ ~~CG&E~~.

~~In connection~~The expenses associated with ~~the contribution of these assets,~~ ~~CG&E~~ ~~assumed certain related liabilities. In particular,~~ ~~CG&E~~ ~~assumed from Duke all payment, performance,~~corporate governance and other service costs for PSI for the three and six months ended June 30, 2006 and 2005 were as follows:

Three Months

Three Months

Six Months

Six Months

Ended

Ended

Ended

Ended

June 30, 2006

June 30, 2005

June 30, 2006

June 30, 2005

(in millions)

PSI

Corporate governance and other service expenses

$
92

$
64

$
147

$
121

17. New Accounting Standards
The following new accounting standards were adopted by Cinergy and its subsidiaries subsequent to June 30, 2005, and the impacts of such adoptions, if applicable, have been presented in the accompanying Consolidated Financial Statements:
SFAS No. 153, “Exchanges of Nonmonetary Assets—an amendment of APB Opinion No. 29” (SFAS No. 153). In December 2004, the FASB issued SFAS No. 153 which amends APB Opinion No. 29, “Accounting for Nonmonetary Transactions,” by eliminating the exception to the fair-value principle for exchanges of similar productive assets, which were accounted for under APB Opinion No. 29 based on the book value of the asset surrendered with no gain or loss recognition. SFAS No. 153 also eliminates APB Opinion No. 29’s concept of culmination of an earnings process. The amendment requires that an exchange of nonmonetary assets be accounted for at fair value if the exchange has commercial substance and fair value is determinable within reasonable limits. Commercial substance is assessed by comparing the entity’s expected cash flows immediately before and after the exchange. If the difference is significant, the transaction is considered to have commercial substance and should be recognized at fair value. SFAS No. 153 was effective for nonmonetary transactions occurring on or after July 1, 2005. The adoption of SFAS No. 153 did not have a material impact on Cinergy’s consolidated results of operations, cash flows, or financial position.
FASB Interpretation No. 47 “Accounting for Conditional Asset Retirement Obligations” (FIN 47). In March 2005, the FASB issued FIN 47, which clarifies the accounting for conditional asset retirement obligations as used in SFAS No. 143, “Accounting for Asset Retirement Obligations,” (SFAS No. 143). A conditional asset retirement obligation is an unconditional legal obligation to perform an asset retirement activity in which the timing and/or method of ~~Duke,~~settlement are conditional on a future event that may or may not be within the control of the entity. Therefore, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation under SFAS No. 143 if the fair value of the liability can be reasonably estimated. The provisions of FIN 47 were effective for Cinergy and its subsidiaries as of December 31, 2005. In the first quarter of 2006, Cinergy and CG&E recognized a loss of approximately $3 million (net of tax) for the cumulative effect of this change in accounting principle. The effect of adoption for Cinergy, CG&E, and PSI included balance sheet reclassifications of approximately $35 million, $27 million, and $8 million, respectively, from Regulatory liabilities. The increases in asset retirement obligations from adopting FIN 47 were $51 million, $39 million, and $12 million for Cinergy, CG&E, and PSI, respectively.
SFAS No. 123(R), “Share-Based Payment.” In December of 2004, the FASB issued SFAS No. 123(R), which replaces SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. For Cinergy, timing for implementation of SFAS No. 123(R) was January 1, 2006. Cinergy is required to determine an appropriate expense for stock options and record compensation expense in the Consolidated Statements of Operations for stock options. Cinergy implemented SFAS No. 123(R) using the modified prospective transition method. In 2003, Cinergy prospectively adopted accounting for its stock-based compensation plans using the fair value recognition provisions of SFAS No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure,” for all employee awards granted or with ~~respect to certain deferred tax liabilities~~terms modified on or after January 1, 2003. Therefore, the impact of implementation of SFAS No. 123(R) on stock options and remaining awards was not material. See additional detail regarding Cinergy’s stock-based compensation plans in Note 3.

Cinergy currently also has retirement eligible employees with outstanding share-based payment awards (unvested stock awards, stock based performance awards, and phantom stock awards). Compensation cost related to those awards was previously expensed over the ~~assets.~~stated vesting period or until actual retirement occurred. Effective January 1, 2006, Cinergy is required to recognize compensation cost for new awards granted to employees over the requisite service period, which generally begins on the date the award is granted through the earlier of the date the award vests or the date the employee becomes retirement eligible. Awards, including stock options, granted to employees that are already retirement eligible will be deemed to have vested immediately upon issuance, and therefore, compensation cost for those awards will be recognized on the date such awards are granted.
Most options granted prior to May 8, 2005 were immediately vested upon consummation of the April 3, 2006 merger with Duke Energy and resulted in additional purchase accounting adjustments of $59 million (See Note 2). Options granted after May 8, 2005 will continue to be expensed over the remaining portion of the three-year vesting period, unless granted to retirement eligible employees. The ~~following table summarizes this transaction~~remaining options to be expensed under SFAS No. 123(R) are not anticipated to have a material impact on Cinergy’s consolidated results of operations, cash flows, or financial position. However, the impact to Cinergy in periods subsequent to adoption of SFAS No. 123(R) will be largely dependent upon the nature of any new share-based compensation awards issued to employees (See Note 3).
Staff Accounting Bulletin (SAB) No. 107, “Share-Based Payment” (SAB 107). On March 29, 2005, the SEC staff issued SAB 107 to express the views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and to provide the staff’s views regarding the valuation of share-based payment arrangements for public companies. Cinergy adopted SFAS No. 123(R) and SAB 107 effective January 1, 2006.
FASB Staff Position (FSP) Nos. Financial Accounting Standards (FAS) 115-1 and 124-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments”(FSP Nos. FAS 115-1 and 124-1). The FASB issued FSP Nos. FAS 115-1 and 124-1 in November 2005, which was effective for ~~CG&E~~Cinergy:

(in millions)

Assets Received

Generating Assets

$
1,563

Other Assets

15

Total Assets Received

$
1,578

Liabilities Assumed

Deferred Tax Liabilities

$
181

Other

11

Total Liabilities Assumed

$
192

Contributed Capital from Duke

$
1,386

and its subsidiaries beginning January 1, 2006. This FSP addresses the determination as to when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. This FSP also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. The guidance in this FSP amends SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” SFAS No. 124, “Accounting for Certain Investments Held by Not-for-Profit Organizations,” and APB Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock.” The adoption of FSP Nos. FAS 115-1 and 124-1 did not have a material impact on Cinergy’s consolidated results of operations, cash flows, or financial position.
AsFSP No. FAS 123(R)-4, “Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event,” (FSP No. FAS 123(R)-4). In February 2006, the FASB staff issued FSP No. FAS 123(R)-4 to address the classification of options and similar instruments issued as employee compensation that allow for cash settlement upon the occurrence of a contingent event. The guidance amends SFAS No. 123(R). FSP No. FAS 123(R)-4 provides that cash settlement features that can be exercised only upon the occurrence of a contingent event that is outside the employee’s control does not require classifying the option or similar instrument as a liability until it becomes probable that the event will occur. FSP No. FAS 123(R)-4 applies only to options or similar instruments issued as part of ~~this transaction, Duke Capital LLC, a subsidiary~~employee compensation arrangements. The guidance in FSP No. FAS 123(R)-4 was effective for Cinergy as of ~~Duke, agreed to reimburse~~April 1, 2006. ~~CG&E~~Cinergy ~~through April 2016 in the event of certain cash shortfalls that may result from~~ ~~CG&E’s~~ ~~ownership of the five stations.~~
~~(b)~~                                  ~~Transfer of Generating Assets from CG&E to ULH&P~~
~~In January 2006,~~ ~~CG&E~~ contributed 100 percent of its ownership interest in one generating unit and one peaking plant with a combined capacity of 727 MWs and its 69 percent interest in another generating station with an owned capacity of 414 MWs to ULH&P, its wholly owned subsidiary. The transaction was effectiveadopted SFAS No. 123(R) as of January 1, 2006 (see Note 3(b)). The adoption of FSP No. FAS 123(R)-4 did not have a material impact on Cinergy’s consolidated results of operations, cash flows, or financial position.
The following new accounting standards have been issued but have not yet been adopted by Cinergy and its subsidiaries as of June 30, 2006:
SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments—an amendment of FASB SFASNo. 133 and 140” (SFAS No. 155). In February 2006, the FASB issued SFAS No. 155, which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” (SFAS No. 140). SFAS No. 155 allows financial instruments that have embedded derivatives to be accounted for at fair value at acquisition, at issuance, or when a ~~net book value of approximately $140 million.~~previously recognized financial instrument is subject to a remeasurement (new basis) event, on an instrument-by-

instrument basis, in cases in which a derivative would otherwise have to be bifurcated. This Statement is effective for Cinergy for all financial instruments acquired, issued, or subject to remeasurement after January 1, 2007, and for certain hybrid financial instruments that have been bifurcated prior to the effective date, for which the effect is to be reported as a cumulative-effect adjustment to beginning retained earnings. Cinergy does not anticipate the adoption of SFAS No. 155 will have any material impact on its consolidated results of operations, cash flows, or financial position.
SFAS No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB SFASNo. 140” (SFAS No. 156).In ~~this report,~~March 2006, the FASB issued SFAS No. 156, which amends SFAS No. 140. SFAS No. 156 requires recognition of a servicing asset or liability when an entity enters into arrangements to service financial instruments in certain situations. Such servicing assets or servicing liabilities are required to be initially measured at fair value, if practicable. SFAS No. 156 also allows an entity to subsequently measure its servicing assets or servicing liabilities using either an amortization method or a fair value method. This Statement is effective for Cinergy ~~(which includes~~ ~~Cinergy Corp.~~ and ~~all~~its subsidiaries as of ~~our regulated~~January 1, 2007, and ~~non-regulated subsidiaries)~~must be applied prospectively, except that where an entity elects to remeasure separately recognized existing arrangements and reclassify certain available-for-sale securities to trading securities, any effects must be reported as a cumulative-effect adjustment to retained earnings. CG&E retains servicing responsibilities for its role as collection agent for receivables sold to Cinergy Receivables Company, LLC. Cinergy is ~~at times, referred~~currently evaluating the impact of adopting SFAS No. 156 on its accounts receivable sales program. Currently, Cinergy is unable to predict whether the implementation of this accounting standard will have a material impact on its consolidated results of operations, cash flows, or financial position.
FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (FIN 48)   On July 13, 2006, the FASB issued FIN 48, which interprets SFAS No. 109, “Accounting for Income Taxes.” FIN 48 provides guidance for the recognition, measurement, classification, and disclosure of the financial statement effects of a position taken or expected to be taken in a tax return (“tax position”). The financial statement effects of a tax position must be recognized when there is a likelihood of more than 50 percent that, based on technical merits, the position will be sustained upon examination and resolution of the related appeals or litigation processes, if any. A tax position that meets the recognition threshold must be measured initially and subsequently as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority. The Interpretation is effective for fiscal years beginning after December 15, 2006. Cinergy is currently evaluating the impact of adopting FIN 48, and cannot currently estimate the impact of FIN 48 on its consolidated results of operations, cash flows, or financial position.
FSP No. FIN 46 (R)-6, “Determining the Variability to Be Considered In Applying Interpretation No. 46(R) (FSP No.-FIN 46(R)-6).” In April 2006, the FASB staff issued FSP No. FIN 46 (R)-6 to address how to determine the variability to be considered in applying FIN 46(R), Consolidation of Variable Interest Entities. The variability that is considered in applying FIN 46(R) affects the determination of whether the entity is a variable interest entity (VIE), which interests are variable interests in the ~~first person as “we,” “our,” or “us.”~~
~~CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION~~
~~This document includes forward-looking statements within~~entity, and which party, if any, is the ~~meaning of Section 27A~~primary beneficiary of the ~~Securities Act~~VIE. The variability affects the calculation of ~~1933~~expected losses and ~~Section 21E~~expected residual returns. This guidance will be applied prospectively to all entities with which Cinergy first becomes involved or existing entities for which a reconsideration event occurs after July 1, 2006. Given the prospective nature of this guidance, Cinergy does not anticipate the ~~Securities Exchange Act~~adoption of ~~1934. Forward-looking statements are based~~FSP No. FIN 46 (R)-6 will have any material impact on ~~management’s beliefs~~its consolidated results of operations, cash flows, or financial position. However, Cinergy continues to evaluate the ramifications to potential new arrangements along with any possible reconsideration events for existing arrangements. In particular, the guidance is not clear how certain types of power purchase or sale arrangements should be handled and ~~assumptions. These forward-looking statements are identified~~whether such arrangements create variability, absorb variability, or neutralize variability.
Emerging Issues Task Force (EITF) Issue No. 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation) (Issue No. 06-3).” In June 2006, the EITF reached a consensus on Issue No. 06-3 to address any tax assessed by ~~terms~~a governmental authority that is directly imposed on a revenue-producing transaction between a seller and ~~phrases such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “continue”, “should”, “could”, “may”, “plan”, “project”, “predict”, “will”,~~a customer and ~~similar expressions.~~
~~Forward-looking statements involve risks and uncertainties that~~ may ~~cause actual results to be materially different from the results predicted. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement~~ include, but are not limited ~~to:~~to, sales, use, value added, and some excise taxes. For taxes within the Issue’s scope, the consensus requires that entities present such taxes on either a gross (i.e., include in revenues and costs) or net (i.e., exclude from revenues) basis according to their accounting policies, which should be disclosed. If such taxes are reported gross and are significant, entities should disclose the amounts of those taxes. Disclosures may be made on an aggregate basis. The consensus is effective for Cinergy beginning January 1, 2007; however, Cinergy

·and its subsidiaries have disclosed the impacts of certain excise taxes on their revenues. (See Note 1(f))                   ~~Factors affecting~~Cinergy does not anticipate the adoption of EITF Issue 06-3 will have any material impact on its consolidated results of operations.
18.          Income Tax Expense
As of June 30, 2006, Cinergy had total provisions of approximately $58 million for uncertain tax positions, as compared to approximately $56 million as of December 31, 2005, including interest. Management is not aware of any issues for open tax years that upon final resolution are expected to have a material adverse effect on Cinergy’s consolidated results of operations, ~~such as:~~cash flows, or financial position.
The effective tax rates for Cinergy and CG&E for the three months ended June 30, 2006, March 31, 2006 and June 30, 2005, and six months ended June 30, 2005 and the effective tax rates for PSI for three and six months ended June 30, 2006 and 2005 are summarized in the following tables:

Successor(1)

Predecessor(1)

Three Months

Three Months

Three Months

Six Months

Ended

Ended

Ended

Ended

June30, 2006

March 31, 2006

June 30, 2005

June 30, 2005

Cinergy

46.7
%

17.8
%
25.1
%
21.5
%
CG&E

37.5

36.5

21.8

34.6

(1)          ~~unanticipated weather conditions;~~    See Note 1(b) for additional information on Predecessor and Successor reporting.

Three Months

Three Months

Six Months

Six Months

Ended

Ended

Ended

Ended

June 30, 2006

June 30, 2005

June 30, 2006

June 30, 2005

PSI

33.7
%
43.3
%
37.9
%
41.0
%
~~(2)~~The 2006 effective tax rate for Cinergy is expected to be approximately 40 percent. Cinergy’s higher effective tax rate for the three months ended June 30, 2006 is caused by a deferred tax reconciliation adjustment recognized in the quarter which, when compared to full-year (instead of quarter-only) income, will have an immaterial impact on Cinergy’s effective tax rate.          ~~unscheduled generation outages;~~
~~(3)~~          ~~unusual maintenance~~As a result of the Duke Energy/Cinergy merger consummation, Cinergy and its subsidiaries entered into a new tax sharing agreement with Duke Energy, where the separate return method is used to allocate benefits to the subsidiaries whose investments or ~~repairs;~~results of operations provide these tax benefits. This new agreement with Duke Energy supersedes the previous agreement between Cinergy and its subsidiaries.
19. Severance
(i)   Merger-Related Obligations
~~(4)~~Several of Cinergy’s, CG&E’s, and PSI’s benefit plans contain “change-in-control” clauses that provide enhanced, and/or accelerated benefits to management level employees in the event of a qualifying transaction such as occurred with the consummation of the merger with Duke Energy as discussed in Note 2. These include benefits paid pursuant to the LTIP and certain payments under Cinergy’s Annual Incentive Plan. Certain employees are also entitled to additional severance and benefits in the event they are involuntarily terminated without “cause” or voluntarily terminate for “good reason” (as such terms are defined in their employment agreements) in connection with or following the merger.          ~~unanticipated~~
On December 30, 2005, Cinergy entered into agreements with 28 employees to accelerate the payment of a portion of the amounts discussed above, otherwise expected to be paid after December 31, 2005. Payments totaling $70 million were made in December pursuant to these agreements. The agreements amended the employees’ employment agreements, and benefit plans in which they participate, to accelerate into 2005 the payment of certain

amounts that they have previously earned or are expected to earn after December 31, 2005. Among other things, Cinergy prepaid performance shares under the LTIP and severance payments for certain individuals. In the event an employee who received such amounts voluntarily terminated his or her employment prior to the closing of the merger, the employee would have been obligated to repay all of the payments, and if the merger did not close on or prior to December 15, 2006, the employee would have been obligated to repay half of the payments, to reflect his or her estimated tax liability upon receipt of the accelerated payments; in each case, less any amounts that the employee has already earned through such date. None of the 28 employees invoked this payback provision. By accelerating these payments, Cinergy mitigated taxes and related expenses that it would otherwise have incurred if it had waited until after 2005 to make these payments.
The majority of these payments were recorded as prepaid compensation in Current Assets - Other. Approximately half of these payments were accounted for as a retention bonus and expensed over the period between January 1, 2006 and the closing of the merger with Duke Energy. The remainder, representing the half that executives must repay if the merger was never consummated, remained in Current Assets - Other until the merger closed and were accounted for as part of purchase/push-down accounting.
In addition to payments made in December, based on certain assumptions and using Cinergy’s, CG&E’s, and PSI’s current best estimates, Cinergy’s, CG&E’s, and PSI’s remaining contractual obligations that were triggered upon merger consummation, including severance payments for those executives that have indicated their intention to terminate for “good reason”, were approximately $90 million ($42 million of which is related to severance), and these amounts were accounted for in April 2006 when the merger closed. The payments will be paid in 2006 and, under certain circumstances, in subsequent years. These payments only included amounts payable pursuant to existing benefit arrangements, employment contracts, and severance accepted by employees and contingent on the merger closing. These payments do not include the value of accelerated stock options and retirement benefits earned prior to the merger.
Below is a table showing the reconciliation of changes in ~~costs;~~the severance provision from April 1, 2006 to June 30, 2006:

Balance at
April 1, 2006

Cash
Reductions

Balance at
June 30, 2006

(in millions)

Cinergy(1)

$
42

$
(17
)
$
25

CG&E

—

—

—

PSI

1

—

1

(1)
Of the $42 million recorded to severance during the second quarter of 2006, $38 million was recorded in goodwill, $3 million was charged to operating expenses, and $1 million was recorded in regulatory assets.
~~(5)~~20.   Subsequent Events          ~~environmental incidents; and~~
~~(6)~~          ~~electric transmission or gas pipeline system constraints.~~
·                  ~~Legislative and regulatory initiatives and legal developments including costs of compliance with existing and future environmental requirements.~~
·                  ~~Additional competition in electric or gas markets and continued industry consolidation.~~
·                  ~~Financial or regulatory accounting principles.~~
·                  ~~Changing market conditions and other factors~~For information on subsequent events related to ~~physical energy~~debt and ~~financial trading activities.~~credit facilities, see Note 6 and for regulatory matters, see Notes 13(c) and 13(e).
·                  ~~The performance of projects undertaken by our non-regulated businesses and the success of efforts to invest in and develop new opportunities.~~
·                  ~~Availability of, or cost of, capital.~~
·                  ~~Employee workforce factors.~~
·                  ~~Delays and other obstacles associated with mergers, acquisitions, and investments in joint ventures.~~
·                  ~~Costs and effects of legal and administrative proceedings, settlements, investigations, and claims.~~
·                  ~~Business uncertainties, contractual restrictions, and the potential inability to attract and retain key personnel.~~
~~We undertake no obligation to update the information contained herein.~~
4568

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
~~In this report,~~ ~~Cinergy~~ ~~(which includes~~ ~~Cinergy Corp.~~ ~~and all of its regulated and non-regulated subsidiaries) is, at times, referred to in the first person as “we”, “our”, or “us”.~~
The following discussion should be read in conjunction with the accompanying financial statements and related notes included elsewhere in this report and the combined Form 10-K for the year ended December 31, 2005 (2005 10-K). WeCinergy, The Cincinnati Gas & Electric Company (CG&E), and PSI Energy, Inc. (PSI) have reclassified certain prior-year amounts in the financial statements of Cinergy, ~~The Cincinnati Gas & Electric Company (~~CG&E), and PSI ~~Energy, Inc. (~~~~PSI~~) to conform to current ~~presentation.~~presentation (See Note 1(c) of the “Notes to Consolidated Financial Statements” in “Item 1. Financial Statements” for further details). The following discussions of results are not necessarily indicative of the results to be expected in any future period.
CINERGY MERGER WITH DUKE ENERGY
~~In March~~On April 3, 2006, in accordance with their previously announced merger agreement, Duke EnergyCorporation (Old Duke Energy) and Cinergy Corp. ~~and~~merged into wholly owned subsidiaries of Duke ~~a North Carolina corporation, received final approvals~~Energy Holding Corp. (Duke Energy HC), resulting in Duke Energy HC becoming the parent entity. In connection with the ~~merger from Duke and~~ ~~Cinergy~~ ~~shareholders, the North Carolina Utilities Commission (NCUC), and the Indiana Utility Regulatory Commission (IURC) and effective April 3, 2006,~~ ~~Cinergy Corp.~~ ~~consummated~~closing of the merger ~~with Duke. Under~~transactions, Duke Energy HC changed its name to Duke Energy Corporation (“New Duke Energy” or “Duke Energy”) and Old Duke Energy converted into a limited liability company named Duke Power Company LLC. As a result of the merger ~~agreement,~~transactions, each outstanding share of Cinergy common stock was converted into 1.56 shares of ~~the newly formed company,~~ Duke Energy ~~Holding Corp., a Delaware Corporation (Duke Energy Holding) (subsequently renamed~~common stock, and each share of common stock of Old Duke Energy ~~Corporation).~~was converted into one share of Duke Energy common stock, which resulted in the issuance of approximately 1.2 billion shares of Duke Energy common stock. Both Old Duke Energy and New Duke Energy are referred to as Duke Energy herein.
The merger has been accounted for under the purchase method of accounting with Duke Energy treated as the acquirer for accounting purposes. As a result, the assets and liabilities of Cinergy were recorded at their respective fair values as of April 3, 2006. Except for an adjustment related to pension and other postretirement benefit obligations, as mandated by Statement of Financial Accounting Standards (SFAS) No. 87, “Employers’ Accounting for Pension” and SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” the accompanying consolidated financial statements do not reflect any pro forma adjustments related to Cinergy’s, CG&E’s, and ~~Cinergy~~PSI’s ~~believe~~regulated operations that are accounted for pursuant to SFAS No. 71, “Accounting for the ~~combination will~~Effects of Certain Types of Regulation, (SFAS No. 71)” which are comprised of CG&E’s regulated transmission and distribution, PSI and ULH&P. Under the rate setting and recovery provisions currently in place for these regulated operations which provide ~~substantial~~revenues derived from cost, the fair values of the individual tangible and intangible assets and liabilities are considered to approximate their carrying values.
The fair values of the assets acquired and liabilities assumed are preliminary and are subject to change as valuation analyses are finalized and remaining information on the fair values is received. However, Cinergy does not currently anticipate any such changes to have a material impact on their consolidated results of operations, cash flows, or financial position.
In connection with the merger, Duke Energy issued 1.56 shares of Duke Energy common stock for each outstanding share of Cinergy common stock, which resulted in the issuance of approximately 313 million shares of Duke Energy common stock. Based on the market price of Duke Energy common stock during the period, including the two trading days before, through the two trading days after, May 9, 2005, the date Duke Energy and Cinergy announced the merger, the transaction is valued at approximately $9.1 billion and has resulted in preliminary goodwill for Cinergy and CG&E of approximately $4.3 billion and $2.2 billion, respectively. The amount of goodwill results from significant strategic and financial benefits expected to ~~their shareholders, employees~~be realized by Cinergy and ~~customers,~~CG&E including:
·                  increased financial strength and flexibility;
·                  stronger utility business platform;
·                  greater scale and fuel diversity, as well as improved operational efficiencies for the merchant generation business;
·                  broadened electric distribution platform;
·                  improved reliability and customer service through the sharing of best practices;
·                  increased scale and scope of the electric and gas businesses with stand-alone strength;

·                  complementary positions in the ~~midwest;~~Midwestern United States (Midwest);
·                  greater customer diversity;
·                  combined expertise; and
·                  significant cost savings synergies.
As a condition to the merger approval, the Public Utilities Commission of Ohio (PUCO) and the Kentucky Public Service Commission (KPSC) required that certain merger related savings be refunded to customersdiscussed in each service territory and provided additional conditions that the new company would have to meet. While the merger itself was not subject to approval by the IURC, the IURC approved, subject to similar conditions, certain affiliate agreements in connection with the merger. Key elements of these provisions were:
·~~CG&E~~ ~~will provide a rate credit of approximately $15 million for one year to facilitate economic development in a time of increasing rates and a credit of approximately $21 million to~~ ~~CG&E’s~~ ~~gas and electric customers in Ohio for one year, with both credits beginning January 1, 2006.~~
In April 2006, The Office of the Ohio Consumers’ Counsel (OCC) filed a Notice of Appeal with the Supreme Court of Ohio, requesting the Court remand the PUCO’s merger approval for a full evidentiary hearing. The Office of the Ohio Consumers’ Counsel alleges that the PUCO committed reversible error on both procedural and substantive grounds, in among other things, failing to set the matter for a full evidentiary hearing, failing to consider evidence regarding the transfer of the Duke Energy North America (DENA) assets to ~~CG&E~~~~, and failing to lift the stay on discovery.~~ ~~CG&E~~ ~~and the OCC have resolved this matter through settlement and we expect the OCC to withdraw its appeal.~~

·~~PSI~~ ~~will provide a rate credit of $40 million to~~ ~~PSI~~ customers over a one year period and $5 million for low-income energy assistance and clean coal technology. In April 2006, Interveners, Citizens Action Coalition of Indiana, Inc., filed a Verified Petition for Rehearing and Reconsideration claiming that ~~PSI~~ ~~should be ordered to provide an additional $5 million in rate credits to customers to be consistent with the NCUC order. An order on the Petition is expected in the second quarter of 2006.~~
·                  ~~ULH&P will provide $7.6 million in rate credits to ULH&P customers over five years, ending when new rates are established in the next rate case after January 1, 2008.~~
In addition, the Federal Energy Regulatory Commission (FERC) approved the merger without conditions. On January 19, 2006, Public Citizen’s Energy Program, Citizen’s Action Coalition of Indiana, Ohio Partners for Affordable Energy and Southern Alliance for Clean Energy requested rehearing of the FERC approval. On February 21, 2006, the FERC issued an order granting rehearing of FERC’s order for further consideration.
The consummation of the merger triggered certain change in control provisions that provided enhanced, and/or accelerated benefits to management level employees in the event of a qualifying transaction. See Note ~~2(b)(~~~~iii~~1(b) ) of the “Notes to ~~Condensed~~Consolidated Financial Statements” in “Item 1. Financial ~~Information” for additional information on these payments.~~
~~Purchase price allocation~~Statements”, purchase accounting impacts, including goodwill recognition, have been “pushed down” to Cinergy and ~~goodwill~~
~~Duke has been determined to be~~CG&E, resulting in the ~~acquirer~~assets and liabilities of Cinergy ~~the acquiree under generally accepted accounting principles. The merger is~~and CG&E being recorded ~~using the purchase method~~at their respective fair values as of ~~accounting whereby the total purchase price of approximately $9 billion is being allocated to~~ ~~Cinergy’s~~ ~~identifiable tangible and intangible assets acquired and liabilities assumed based on their fair values.~~ ~~Cinergy Corp.’s~~ ~~results of operations will be included in Duke Energy Holding’s results beginning~~ April 3, 2006.
~~The allocation of the purchase price to the net assets of~~ ~~Cinergy~~ ~~and the resulting goodwill determination are not yet complete. However, preliminary indications are that the acquisition will result in approximately $4 billion of goodwill.~~
~~Based on management’s review and analysis of relevant Securities and Exchange Commission (SEC) regulations,~~ ~~Cinergy~~ ~~expects the impacts of purchase accounting, including goodwill, to be pushed down and recorded on the financial statements of~~ ~~Cinergy~~~~. Management also expects that a portion of the purchase price will be pushed down and recorded on the financial statements of~~ ~~CG&E~~~~. Since the merger did not occur until April 2006, all impacts of push-down accounting will be implemented in the second quarter financial statements of~~ ~~Cinergy~~ ~~and~~ ~~CG&E~~~~. Our review of SEC regulations has indicated that~~ ~~PSI’s~~ ~~financial statements are not required to use push-down accounting and management does not anticipate electing to do so.~~

2006 ~~qUARTERLY~~QUARTERLY RESULTS OF OPERATIONS —– CINERGY
~~Summary~~Basis of ~~Results~~Presentation
The Results of Operations discussion for Cinergy is presented in a reduced disclosure format in accordance with General Instruction H(2)(a) of Form 10-Q.
~~Given the dynamics~~
Results of ~~our business, which include regulatory revenues with directly offsetting expenses~~Operations and ~~commodity trading operations for which results are primarily reported on a net basis, we have concluded that a discussion~~Variances
Summary of ~~our results on a gross margin basis is most appropriate. Electric gross margins represent electric operating revenues less the related direct costs~~Results as of fuel, emission allowances, and purchased power. Gas gross margins represent gas operating revenues less the related direct cost of gas purchased. Within each of these areas, we will discuss the key drivers of our results.
~~Electric and gas gross margins and net income for~~ ~~Cinergy~~ June 30 (in millions)~~for the quarters ended March 31, 2006 and 2005 were as follows:~~

Cinergy

2006

2005

Change

% Change

(in millions)

Electric gross margin(1)

$
711

$
614

$
97

16
%
Gas gross margin(2)

124

104

20

19

Net income

79

117

(38
)
(32
)

Three Months Ended

June 30,

Successor(1)

Predecessor(1)

Increase

2006

2005

(Decrease)

Operating revenues

$
1,308

$
1,051

$
257

Operating expenses

1,237

966

271

(Losses) Gains on Sales of Other Assets and Other, net

(5
)

40

(45
)
Operating income

66

125

(59
)
Equity in earnings of unconsolidated affiliates

6

13

(7
)
Other income and expenses, net

23

14

9

Interest expense

82

68

14

Income tax expense from continuing operations

6

21

(15
)
(Loss) income from discontinued operations, net of tax

(6
)

(12
)
6

Net income

$
1

$
51

$
(50
)

(1)                                  ~~Electric gross margin~~See Note 1(b) of the “Notes to Consolidated Financial Statements” in “Item 1. Financial Statements” for additional information on Predecessor and Successor reporting.
Net Income
The 98 percent decrease in Cinergy’s net income was primarily due to the following factors:
Operating Revenues
Increased operating revenues were primarily due to the following factors:
·                  Increased retail operating revenues from CG&E’s Market-Based Standard Service Offer (MBSSO), primarily due to its implementation for residential customers in Ohio beginning in January 2006 and increased revenues from non-residential customers related to the timing of collection of fuel and other costs;
·                  An increase in fuel revenues at PSI driven by new rates implemented in second quarter 2006 to begin making up for the under-collection of fuel costs from customers in 2005 and first quarter of 2006;
·                  An increase in CG&E’s retail distribution base rate implemented in January 2006;
·                  The contribution by Duke Energy of its five Midwest generating plants to CG&E in the second quarter of 2006; and
·                  Mark-to-market (MTM) gains on CG&E generation power hedges.
Partially offsetting these increases were the following factors:
·                  A decline in sales of synthetic fuel due to the facilities being idle for most of the second quarter of 2006;
·                  Milder weather in 2006 as compared to 2005; and
·                  Temporary rate reductions associated with regulatory approvals of the Duke Energy merger.
Operating Expenses
Increased operating expenses were primarily due to the following factors:
·                  Increased fuel costs associated with the increases in CG&E retail revenues discussed above;

·                  An increase in fuel costs at PSI driven by the under-collection of fuel costs from customers in 2005 and first quarter of 2006;
·                  Purchase accounting adjustments and related amortization recorded in the second quarter of 2006;
·                  Operating expenses related to the contribution by Duke Energy of its five Midwest generating plants to CG&E in the second quarter of 2006; and
·                  MTM losses on CG&E generation fuel hedges.
Partially offsetting these increases was a decrease in costs of fuel resold due to the synthetic fuel facilities being idle for most of the second quarter of 2006.
(Losses) Gains on Sales of Other Assets and Other, net
The decrease in (Losses) Gains on Sales of Other Assets and Other, net is ~~calculated as~~ ~~Electric operating revenues~~ ~~less~~ ~~Fuel,~~due to the impacts of purchase accounting resulting in emission allowances ~~and purchased power~~being reflected on the balance sheet at their estimated fair values as of April 1, 2006. Prior to the impacts of purchase accounting, these emission allowances had a lower carrying value, resulting in larger gains on sales.
Income Tax Expense from Continuing Operations ~~expense from~~
The increase in Cinergy’s effective tax rate is primarily due to lower synthetic fuel tax credits expected to be realized in 2006 as compared to 2005 due to the ~~Condensed Statements~~high price of ~~Income.~~
~~(2)~~oil.             ~~Gas gross margin is calculated as~~ ~~Gas operating revenues~~ ~~less~~ ~~Gas purchased~~ ~~expense from the Condensed Statements of Income.~~
~~Gross Margins~~Discontinued Operations, net of tax
The 16(Loss) Income from Discontinued Operations, net of tax, for 2006 and 2005 is primarily related to the marketing and trading operations, which were classified as discontinued operations in connection with the June 2006 announcement to sell Cinergy Marketing & Trading, LP (Marketing & Trading), and Cinergy Canada, Inc., as well as associated contracts, to Fortis.

Basis of Presentation
Results of Operations and Variances
Summary of Results as of March 31 (in millions)

Three Months Ended
March 31,

Predecessor

Increase

2006

2005

(Decrease)

Operating revenues

$
1,576

$
1,249

$
327

Operating expenses

1,443

1,094

349

Gains on Sales of Other Assets and Other, net

26

31

(5
)
Operating income

159

186

(27
)
Equity in earnings of unconsolidated affiliates

4

5

(1
)
Other income and expenses, net

16

3

13

Interest expense

84

64

20

Preferred dividend requirement of subsidiaries

—

(1
)
1

Income tax expense from continuing operations

17

25

(8
)
(Loss) income from discontinued operations, net of tax

4

13

(9
)
Cumulative effect of a change in accounting principle, net of tax

(3
)
—

(3
)
Net income

$
79

$
117

$
(38
)
Net Income
The 32 percent ~~increase~~decrease in ~~electric gross margins~~net income was primarily due to the following factors:
Operating Revenues
Increased operating revenues were primarily due to the following factors:
·                  An increase in retail ~~margins~~operating revenues from CG&E’s ~~rate stabilization plan (RSP),~~MBSSO, primarily due to its implementation for residential customers in Ohio beginning in January ~~2006 and increased margins~~2006;
·                  Increased revenues from non-residential customers related to the timing of collection of fuel, purchased power, and emission allowance costs;
·                  ~~An increase due to timing differences in revenue recognition between certain components of our~~MTM gains on CG&E generation ~~portfolio, some of which are accounted for on a mark-to-market basis and some on an accrual basis; and~~power hedges;
·                  An increase in ~~the average price received per megawatt hour (MWh), due to the return of certain~~ CG&E ~~retail customers to full electric service and a~~ ~~CG&E~~&E’s retail distribution base rate ~~increase~~ implemented in January ~~2006.~~2006;
·                  Increased revenues at the synthetic fuel facilities, primarily related to a new facility purchased in the second quarter of 2005; and
·                  The timing of gas cost recovery.
Partially offsetting these increases ~~were:~~
·                  ~~A decline in margins from power marketing and trading contracts, primarily due to strong results in the first quarter of 2005;~~
·                  ~~A decline in~~ ~~PSI’s~~ ~~non-retail margins, primarily driven by an adverse ruling from the IURC on~~was a ~~fuel-related matter; and~~
·                  ~~A decline~~decrease due to milder weather in the first quarter of 2006, as compared to 2005.
The 19 percent increase in gas gross margins was primarily due to timing differences in revenue recognition between physical storage activities (which are accounted for on an accrual basis) and the associated derivative contracts that hedge the physical storage (which are accounted for on a mark-to-market basis).

~~Net Income~~Operating Expenses
~~The 32 percent decrease in net income was~~Increased operating expenses were primarily due to the following factors:
·                  An increase in ~~Operation and maintenance~~ ~~expense resulting~~costs of fuel sold at the synthetic fuel facilities, primarily ~~from:~~related to a new facility purchased in the second quarter of 2005;
·                  ~~Significant merger related costs~~Costs incurred in the first quarter of 2006 ~~see Note 2(b)(~~~~iii~~)as a result of the ~~“Notes to Condensed Financial Statements” in “Item 1. Financial Information” for further information;~~
·                  ~~An increase in health care costs and incentive compensation;~~merger with Duke Energy; and
·                  ~~Increased costs at our synthetic~~MTM losses on CG&E generation fuel ~~facilities primarily related to production costs at a facility purchased in the second quarter of 2005.~~hedges.
·                  ~~An increase in~~

Interest Expense,
The increase in Interest Expense is primarily due to ~~an increase in~~ interest ~~expense related to~~on a tax contingency and an increase in average long-term debt outstanding.
~~Partially offsetting these increased expenses~~Discontinued Operations, net of tax
The (Loss) Income from Discontinued Operations, net of tax, for 2006 and 2005 is primarily related to the marketing and trading operations, which were ~~increases~~classified as discontinued operations in ~~electric~~connection with the June 2006 announcement to sell Marketing & Trading, and ~~gas gross margins~~Cinergy Canada, Inc., as ~~previously discussed and an increase in~~ ~~Miscellaneous Income — Net~~ ~~primarily due~~well as associated contracts, to ~~impairment and disposal charges recognized in 2005 on certain investments.~~Fortis.

2006 QUARTERLY RESULTS OF OPERATIONS - CG&E
~~Summary~~Basis of ~~Results~~Presentation
The Results of Operations discussion for CG&E is presented in a reduced disclosure format in accordance with General Instruction H(2)(a) of Form 10-Q.
~~Electric~~Results of Operations and ~~gas gross margins and net income for~~ Variances
~~CG&E~~Summary of Results as of June 30 (in millions) ~~for the quarters ended March 31, 2006 and 2005 were as follows:~~

CG&E

2006

2005

Change

% Change

(in millions)

Electric gross margin(1)

$
432

$
319

$
113

35
%
Gas gross margin(2)

90

99

(9
)
(9
)
Net income

116

85

31

36

Three Months Ended

June 30,

Successor(1)

Predecessor(1)

Increase

2006

2005

(Decrease)

Operating revenues

$
696

$
550

$
146

Operating expenses

650

513

137

(Losses) Gains on Sales of Other Assets and Other, net

(5
)

39

(44
)
Operating income

41

76

(35
)
Other income and expenses, net

7

4

3

Interest expense

28

23

5

Income tax expense from continuing operations

7

12

(5
)
(Loss) income from discontinued operations, net of tax

(20
)

9

(29
)
Net income (loss)

$
(7
)

$
54

$
(61
)

(1)                                  ~~Electric gross margin is calculated as~~ See Note 1(b) of the “Notes to Consolidated Financial Statements” in “Item 1. Financial Statements” for additional information on Predecessor and Successor reporting.
Net Income
The 113 percent decrease in CG&E’s net income was primarily due to the following factors:
~~Electric~~Operating Revenues
Increased operating revenues were primarily due to the following factors:
·                  Increased retail operating revenues from the MBSSO, primarily due to its implementation for residential customers in Ohio beginning in January 2006 and increased revenues from non-residential customers related to the timing of collection of fuel and other costs;
·                  An increase in the retail distribution base rate implemented in January 2006;
·                  The contribution by Duke Energy of its five Midwest generating plants in the second quarter of 2006; and
·                  MTM gains on generation power hedges.
These increases were slightly offset by temporary rate reductions due to regulatory approvals of the Duke Energy merger.
Operating Expenses~~less~~
Increased operating expenses were primarily due to the following factors:
·                  Increased fuel costs associated with the increases in retail revenues discussed above;
·                  Purchase accounting adjustments and related amortization recorded in the second quarter of 2006;
·                  Operating expenses related to the contribution by Duke Energy of its five Midwest generating plants in the second quarter of 2006; and
·                  MTM losses on generation fuel hedges.

~~Fuel,~~(Losses) Gains on Sales of Other Assets and Other, net
The decrease in (Losses) Gains on Sales of Other Assets and Other, net is due to the impacts of purchase accounting resulting in emission allowances ~~and purchased power~~ ~~expense from~~being reflected on the ~~Condensed Statements~~balance sheet at their estimated fair values as of ~~Income.~~
~~(2)Gas gross margin is calculated as~~ ~~Gas operating revenues~~ ~~less~~ ~~Gas purchased~~ ~~expense from~~April 1, 2006. Prior to the ~~Condensed Statements~~impacts of ~~Income.~~purchase accounting, these emission allowances had a lower carrying value, resulting in larger gains on sales.
~~Gross Margins~~Discontinued Operations, net of tax
The (Loss) Income from Discontinued Operations, net of tax, for 2006 and 2005 is primarily related to the marketing and trading operations, which were classified as discontinued operations in connection with the June 2006 announcement to sell certain of CG&E’s trading contracts, and its associated contracts, to Fortis.

Basis of Presentation
Results of Operations and Variances
Summary of Results as of March 31 (in millions)

Three Months Ended

March 31,

Predecessor

Increase

2006

2005

(Decrease)

Operating revenues

$
963

$
751

$
212

Operating expenses

781

649

132

Gains (Losses) on Sales of Other Assets and Other, net

26

31

(5
)
Operating income

208

133

75

Other income and expenses, net

8

4

4

Interest expense

30

23

7

Income tax expense from continuing operations

68

47

21

(Loss) Income from discontinued operations, net of tax

(2
)
18

(20
)
Net income

$
116

$
85

$
31

Net Income
The 3536 percent increase in ~~electric gross margins~~net income was primarily due to the following factors:
Operating Revenues
Increased operating revenues were primarily due to the following factors:
·                  An increase in retail ~~margins~~operating revenues from the ~~RSP,~~MBSSO, primarily due to its implementation for residential customers in Ohio beginning in January ~~2006 and increased margins~~2006;
·                  Increased revenues from non-residential customers related to the timing of collection of fuel, purchased power, and emission allowance costs;
·                  ~~An increase due to timing differences in revenue recognition between certain components of our~~MTM gains on generation ~~portfolio, some of which are accounted for on a mark-to-market basis and some on an accrual basis; and~~power hedges;
·                  An increase in the average price received per ~~MWh,~~megawatt hour (MWh), primarily due to the return of certain retail customers to full electric ~~service~~service; and a
·                  An increase in the retail distribution base rate ~~increase~~ implemented in January 2006.
Partially offsetting these increases ~~were:~~
·                  ~~A decline in margins from power marketing and trading contracts, primarily due to strong results in the first quarter of 2005; and~~
·                  ~~A decline~~was a decrease due to milder weather in the first quarter of 2006, as compared to 2005.
The nine percent decrease in gas gross margins was primarily due to milder weather in the first quarter of 2006, as compared to 2005, and a decline in non-weather related demand. Partially offsetting these declines was a ULH&P base rate increase implemented in October 2005.
~~Net Income~~Operating Expenses
~~The 36 percent increase in net income was~~Increased operating expenses were primarily due to the following factors:
·                  MTM losses on generation fuel hedges; and
·                  An increase in ~~electric gross margins, as previously discussed.~~
~~Partially offsetting the increased margins was an increase in~~ Operation, maintenance, and ~~maintenance~~other expenses associated with various increases in operating expenses, including significant merger related costs in the first quarter of 2006.
Discontinued Operations, net of tax
The (Loss) Income from Discontinued Operations, net of tax, for 2006 ~~see Note 2(b)(~~~~iii~~)and 2005 is primarily related to the marketing and trading operations, which were classified as discontinued operations in connection with the June 2006 announcement to sell certain of ~~the “Notes~~CG&E’s trading contracts, and its associated contracts, to ~~Condensed Financial Statements” in “Item 1. Financial Information” for further information.~~Fortis.

2006 ~~QUARTERLY~~YEAR TO DATE RESULTS OF OPERATIONS - PSI
~~Summary~~Basis of ~~Results~~Presentation
The Results of Operations discussion for PSI is presented in a reduced disclosure format in accordance with General Instruction H(2)(a) of Form 10-Q.
~~Electric gross margins~~Results of Operations and ~~net income for~~ Variances
~~PSI~~Summary of Results (in millions) ~~for the quarters ended March 31, 2006 and 2005 was as follows:~~

PSI

2006

2005

Change

% Change

(in millions)

Electric gross margin(1)

$
285

$
293

$
(8
)
(3
)%
Net income

19

42

(23
)
(55
)

Six Months Ended

June 30,

Increase

2006

2005

(Decrease)

Operating revenues

$
1,036

$
854

$
182

Operating expenses

943

668

275

Operating income

93

186

(93
)
Other income and expenses, net

22

10

12

Interest expense

65

52

13

Income tax expense from continuing operations

19

59

(40
)
Net income

$
31

$
85

$
(54
)

Net Income
~~(1)Electric gross margin is calculated as~~ ~~Electric operating revenues~~ ~~less~~ ~~Fuel, emission allowances, and purchased power~~ ~~expense from the Condensed Statements of Income.~~
~~Gross Margins~~
The ~~three~~64 percent decrease in ~~electric gross margins~~PSI’s net income was primarily due to the following factors:
·                  ~~A decline in non-retail margins, primarily driven by an adverse ruling from the IURC on a fuel-related matter; and~~
·                  ~~A decline due to milder weather in the first quarter of 2006, as compared to 2005.~~
~~Partially offsetting these declines was growth in non-weather related demand.~~
~~Net Income~~Operating Revenues
~~The 55 percent decrease in net income was~~Increased operating revenues were primarily due to the following factors:
·                  An increase in fuel revenues driven by new rates implemented in second quarter 2006 to begin making up for the under-collection of fuel costs from customers in 2005 and first quarter of 2006.
These increases were partially offset by the following:
·                  A decline in retail revenues due to milder weather in 2006 as compared to 2005; and
·                  Temporary rate reductions associated with regulatory approvals of the Duke Energy merger.
~~Operation~~Operating Expenses
Increased operating expenses were primarily due to the following factors:
·                  An increase in fuel costs driven by as the under-collection of fuel costs from customers in 2005 and first quarter of 2006;
·                  An increase in operation, maintenance ~~expense~~ and other primarily due to the following factors:
·                  Scheduled maintenance at certain facilities was accelerated in ~~part to significant merger related costs~~2006 as a result of the milder weather; and
·                  Costs incurred in the first quarter of 2006 ~~see Note 2(b)(~~~~iii~~)as a result of the ~~“Notes to Condensed Financial Statements” in “Item 1. Financial Information” for further information.~~merger with Duke Energy.
Income Tax Expense
·The decrease in ~~electric gross margins, as previously discussed; and~~
·                  ~~An increase in~~ ~~Interest Expense~~,income tax expense was primarily due to ~~an increase~~a decrease in ~~average long-term debt outstanding and an increase in interest expense related to a tax contingency.~~Income from Continuing Operations Before Income Taxes.
~~Partially offsetting these increased expenses and decreased margins was an increase in~~ ~~Miscellaneous Income — Net~~.78

ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are ~~our~~ controls and other procedures that are designed to ~~provide reasonable assurance~~ensure that information required to be disclosed by usCinergy, The Cincinnati Gas & Electric Company (CG&E), and PSI Energy, Inc. (PSI) in the reports ~~that we~~they file or submit under the ~~Securities~~ Exchange Act ~~of 1934 (Exchange Act)~~ is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s (SEC) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by usCinergy, CG&E, and PSI in the reports ~~that we~~they file or submit under the Exchange Act is accumulated and communicated to ~~our~~ management, including ~~our~~the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of ~~our~~ management, including ~~our~~the chief executive officer and chief financial officer, weCinergy, CG&E, and PSI have evaluated the effectiveness of ~~our~~their disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~March 31,~~June 30, 2006, and, based upon this evaluation, ~~our~~the chief executive officer and chief financial officer have concluded that these controls and procedures are effective in providing reasonable assurance that information requiring disclosure is recorded, processed, summarized, and reported within the timeframe specified by the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
Under the supervision and with the participation of ~~our~~ management, including ~~our~~the chief executive officer and chief financial officer, weCinergy, CG&E, and PSI have evaluated changes in ~~our~~ internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended ~~March 31,~~June 30, 2006 and, other than the Duke Energy and Cinergy merger discussed below, found no change that has materially affected, or is reasonably likely to materially affect, ~~our~~ internal control over financial reporting.
52
On April 3, 2006, the previously announced merger between Duke Energy and Cinergy was consummated. Duke Energy is currently in the process of integrating Cinergy’s operations and will be conducting control reviews pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. See Notes 1, 2, and 13 of the “Notes to Consolidated Financial Statements” in “Item 1. Financial Statements” for additional information relating to the merger.

PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
CLEAN AIR ACT (CAA) LAWSUIT
In November 1999, and through subsequent amendments, the United States brought a lawsuit in the United States Federal District Court for the Southern District of Indiana against Cinergy, ~~The Cincinnati Gas & Electric Company (~~CG&E), and PSI ~~Energy, Inc. (~~~~PSI~~) alleging various violations of the CAA. Specifically, the lawsuit alleges that weCinergy, CG&E, and PSI violated the CAA by not obtaining Prevention of Significant Deterioration (PSD), Non-Attainment New Source Review (NSR), and Ohio and Indiana ~~state implementation plan~~State Implementation Plan (SIP) permits for various projects at ~~our~~Cinergy’s, CG&E’s, and PSI’s owned and co-owned generating stations. Additionally, the suit claims that weCinergy, CG&E, and PSI violated an Administrative Consent Order entered into in 1998 between the Environmental Protection Agency (EPA) and Cinergy relating to alleged violations of Ohio’s SIP provisions governing particulate matter at Unit 1 at CG&E’s W.C. Beckjord Station. The suit seeks (1) injunctive relief to require installation of pollution control technology on various generating units at CG&E’s W.C. Beckjord and Miami Fort Stations, and PSI’s Cayuga, Gallagher, Wabash River, and Gibson Stations, and (2) civil penalties in amounts of up to $27,500 per day for each violation. In addition, three ~~northeast~~Northeast states and two environmental groups have intervened in the case. In August 2005, the district court issued a ruling regarding the emissions test that it will apply to Cinergy, CG&E, and PSI at the trial of the case. Contrary to Cinergy’s, CG&E’s, and PSI’s argument, the district court ruled that in determining whether a project was projected to increase annual emissions, it would not hold hours of operation constant. However, the district court subsequently certified the matter for interlocutory appeal to the Seventh Circuit Court of Appeals, which has accepted the ~~appeal and set oral~~appeal. Oral arguments ~~for~~were held before the Seventh Circuit Court of Appeals in June 2006. In February 2006, the district court ruled that in carrying its burden of proof, the defendant can look to industry practice in proving a particular project was routine. The district court has removed the trial from the calendar and will reset a trial date, if necessary, after the Seventh Circuit Court of Appeals rules. Notwithstanding the appeal, there are a number of other legal issues currently before the district court judge.
In March 2000, the United States also filed in the United States District Court for the Southern District of Ohio an amended complaint in a separate lawsuit alleging violations of the CAA relating to PSD, NSR, and Ohio SIP requirements regarding various generating stations, including a generating station operated by Columbus Southern Power Company (CSP) and jointly-owned by CSP, The Dayton Power and Light Company (DP&L), and CG&E. The EPA is seeking injunctive relief and civil penalties of up to $27,500 per day for each violation. This suit is being defended by CSP. In April 2001, the United States District Court for the Southern District of Ohio in that case ruled that the Government and the intervening plaintiff environmental groups cannot seek monetary damages for alleged violations that occurred prior to November 3, 1994; however, they are entitled to seek injunctive relief for such alleged violations. Neither party appealed that decision. This matter was heard in trial in July 2005. A decision is pending.
In addition, Cinergy and CG&E have been informed by DP&L that in June 2000, the EPA issued a Notice of Violation (NOV) to DP&L for alleged violations of PSD, NSR, and Ohio SIP requirements at a station operated by DP&L and jointly-owned by DP&L, CSP, and CG&E. The NOV indicated the EPA may (1) issue an order requiring compliance with the requirements of the Ohio SIP, or (2) bring a civil action seeking injunctive relief and civil penalties of up to $27,500 per day for each violation. In September 2004, Marilyn Wall and the Sierra Club brought a lawsuit against CG&E, DP&L and CSP for alleged violations of the CAA at this same generating station. This case is currently in discovery in front of the same judge who has the CSP case.
WeAt this time, Cinergy, CG&E, and PSI are unable to predict whether resolution of these matters would have a material effect on ~~our~~their financial position or results of ~~operations.~~ operations.WeCinergy, CG&E, and PSI intend to vigorously defend against these allegations.
CARBON DIOXIDE (CO2) LAWSUIT
In July 2004, the states of Connecticut, New York, California, Iowa, New Jersey, Rhode Island, Vermont, Wisconsin, and the City of New York brought a lawsuit in the United States District Court for the Southern District of New York against Cinergy, American Electric Power Company, Inc., American Electric Power Service

Corporation, The Southern Company, Tennessee Valley Authority, and Xcel Energy Inc. That same day, a similar

lawsuit was filed in the United States District Court for the Southern District of New York against the same companies by Open Space Institute, Inc., Open Space Conservancy, Inc., and The Audubon Society of New Hampshire. These lawsuits allege that the defendants’ emissions of CO2 from the combustion of fossil fuels at electric generating facilities contribute to global warming and amount to a public nuisance. The complaints also allege that the defendants could generate the same amount of electricity while emitting significantly less CO2. The plaintiffs are seeking an injunction requiring each defendant to cap its CO2 emissions and then reduce them by a specified percentage each year for at least a decade. In September 2005, the district court granted the defendants’ motion to dismiss the lawsuit. The plaintiffs have appealed this ruling to the Second Circuit Court of Appeals. Oral argument was held before the Second Circuit Court of Appeals ~~and oral argument is scheduled for~~in June 2006. ~~We are~~Cinergy is not able to predict whether resolution of these matters would have a material effect on ~~our~~its financial position or results of operations.
ZIMMER GENERATING STATION (ZIMMER STATION) LAWSUIT
In November 2004, a citizen of the Village of Moscow, Ohio, the town adjacent to CG&E’s Zimmer Station, brought a purported class action in the United States District Court for the Southern District of Ohio seeking monetary damages and injunctive relief against CG&E for alleged violations of the CAA, the Ohio SIP, and Ohio laws against nuisance and common law nuisance. The plaintiffs have filed a number of additional notices of intent to sue and two lawsuits raising claims similar to those in the original claim. One lawsuit was dismissed on procedural grounds, and the remaining two have been consolidated. The plaintiff filed a motion for class certification, which is fully briefed and pending decision. At this time, weCG&E cannot predict whether the outcome of this matter will have a material impact on ~~our~~its financial position or results of operations. ~~We intend~~CG&E intends to defend this lawsuit vigorously in court.
MANUFACTURED GAS PLANT (MGP) SITES
Coal tar residues, related hydrocarbons, and various metals have been found in at least 2223 sites that PSI or its predecessors previously owned and sold in a series of transactions with Northern Indiana Public Service Company (NIPSCO) and Indiana Gas Company, Inc. (IGC). The 2223 sites are in the process of being studied and will be remediated, if necessary. In 1998 NIPSCO, IGC, and PSI entered into Site Participation and Cost Sharing Agreements to allocate liability and responsibilities ~~between~~among them. Thus far, PSI has primary responsibility for investigating, monitoring, and, if necessary, remediating nine of these sites. In December 2003, PSI entered into a voluntary remediation plan with the state of Indiana, providing a formal framework for the investigation and cleanup of the nine sites. The Indiana Department of Environmental Management oversees investigation and cleanup of all of these sites.
In April 1998, PSI filed suit in Hendricks County in the state of Indiana against its general liability insurance carriers. PSI sought a declaratory judgment to obligate its insurance carriers to (1) defend MGP claims against PSI and compensate PSI for its costs of investigating, preventing, mitigating, and remediating damage to property and paying claims related to MGP sites; or (2) pay PSI’s cost of defense. PSI settled, in principle, its claims with all but one of the insurance carriers in January 2005 prior to commencement of the trial. With respect to the lone insurance carrier, a jury returned a verdict against PSI in February 2005. PSI has appealed this decision. At ~~the present~~this time, PSI cannot predict the outcome of this litigation, including the outcome of the appeal.
PSI has accrued costs related to investigation, remediation, and groundwater monitoring for those sites where such costs are probable and can be reasonably estimated. WePSI will continue to investigate and remediate the sites as outlined in the voluntary remediation plan. As additional facts become known and investigation is completed, wePSI will assess whether the likelihood of incurring additional costs becomes probable. Until all investigation and remediation is complete, ~~we are~~PSI is unable to determine the overall impact on ~~our~~its financial position or results of operations.
CG&E has performed site assessments on certain of ~~their~~its sites where ~~we believe~~ MGP activities are believed to have occurred at some point in the past and have found no imminent risk to the environment. At ~~the present~~this time, CG&E cannot predict whether investigation and/or remediation will be required in the future at any of these sites.

~~Asbestos claims litigation~~ASBESTOS CLAIMS LITIGATION
PSI and CG&E, have been named as defendants or co-defendants in lawsuits related to asbestos at their electric generating stations. Currently, there are approximately 130 pending lawsuits (the majority of which are PSI cases). In these lawsuits, plaintiffs claim to have been exposed to asbestos-containing products in the course of their work as outside contractors in the construction and maintenance of ~~CG&E~~PSI and~~PSI~~ CG&E generating stations. The plaintiffs further claim that as the property owner of the generating stations, ~~CG&E~~ PSI and ~~PSI~~CG&E should be held liable for their injuries and illnesses based on an alleged duty to warn and protect them from any asbestos exposure. The impact on ~~CG&E’s~~PSI’s and ~~PSI’s~~CG&E’s financial position or results of operations of these cases to date has not been material.
Of these lawsuits, one case filed against PSI has been tried to verdict. The jury returned a verdict against PSI on a negligence claim and a verdict for PSI on punitive damages. PSI appealed this decision up to the Indiana Supreme Court. In October 2005, the Indiana Supreme Court upheld the jury’s verdict. PSI paid the judgment of approximately $630,000 in the fourth quarter of 2005. In addition, PSI has settled over 150 other claims for amounts which neither individually nor in the aggregate are material to PSI’s financial position or results of operations. Based on estimates under varying assumptions, concerning ~~such~~ uncertainties, such as, among others: (i) the number of contractors potentially exposed to asbestos during construction or maintenance of PSI generating plants; (ii) the possible incidence of various illnesses among exposed workers, and (iii) the potential settlement costs without federal or other legislation that addresses asbestos tort actions, PSI estimates that the range of reasonably possible exposure in existing and future suits over the next 50 years could range from an immaterial amount to approximately $60 million, exclusive of costs to defend these cases. This estimated range of exposure may change as additional settlements occur and claims are made in Indiana and more case law is established.
CG&E has been named in fewer than 10 cases and as a result has virtually no settlement history for asbestos cases. Thus, CG&E is not able to reasonably estimate the range of potential loss from current or future lawsuits. However, potential judgments or settlements of existing or future claims could be material to CG&E.
DUNAVAN WASTE SUPERFUND SITE
In July and October 2005, PSI received notices from the EPA that it has been identified as a de minimus potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act at the Dunavan Waste Oil Site in Oakwood, Vermilion County, Illinois. At this time, PSI does not have any further information regarding the scope of potential liability associated with this matter.
ONTARIO, CANADA LAWSUIT
WeCinergy, CG&E, and PSI understand that a class action lawsuit was filed in Superior Court in Ontario, Canada against usCinergy, CG&E, and PSI and approximately 20 other utility and power generation companies alleging various claims relating to environmental emissions from coal-fired power generation facilities in the United States and Canada and damages of approximately $50 billion, with continuing damages in the amount of approximately $4 billion annually. WeCinergy, CG&E, and PSI understand that the lawsuit also claims entitlement to punitive and exemplary damages in the amount of $1 billion. WeCinergy, CG&E, and PSI have not yet been served in this ~~lawsuit,~~lawsuit; however, if served, weCinergy, CG&E, and PSI intend to defend this lawsuit vigorously in court. WeAt this time, Cinergy, CG&E, and PSI are not able to predict whether resolution of this matter would have a material effect on ~~our~~Cinergy’s, CG&E’s, and PSI’s financial position or results of operations.
HURRICANE KATRINA LAWSUIT
On April 19, 2006, Cinergy was named in the third amended complaint of a purported class action filed in the United States District Court for the Southern District of Mississippi. Plaintiffs claim that Cinergy, along with numerous other utilities, oil companies, coal companies and chemical companies, is liable for damages relating to losses suffered by victims of Hurricane Katrina. Plaintiffs claim that Cinergy’s, and ~~others,~~others’, greenhouse gas emissions contributed to the frequency and intensity of storms such as Hurricane Katrina. Cinergy has not been served with this ~~lawsuit.~~lawsuit; however, if served Cinergy intends to defend this lawsuit vigorously in court. At this time, ~~we are~~Cinergy is not able to predict whether resolution of this matter would have a material effect on ~~our~~Cinergy’s financial position or results of operations.

ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in ~~our~~Cinergy’s, CG&E’s, and PSI’s Annual Report on Form 10-K for the year ended December 31, 2005, which could materially affect ~~our business,~~Cinergy’s, CG&E’s, and PSI’s, financial condition or future results. The risks described in ~~our~~Cinergy’s, CG&E’s, and PSI’s Annual Report on Form 10-K are not the only risks facing ~~our Company.~~Cinergy, CG&E, and PSI. Additional risks and uncertainties not currently known to usCinergy, CG&E, and PSI or that weCinergy, CG&E, and PSI currently deem to be immaterial also may materially adversely affect ~~our business,~~Cinergy’s, CG&E’s, and PSI’s financial condition and/or operating results.
56

ITEM 6. EXHIBITS
The documents listed below are being filed, or have previously been filed, on behalf of Cinergy Corp., ~~The Cincinnati Gas & Electric Company (~~CG&E), and PSI ~~Energy, Inc. (~~~~PSI~~) and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not identified as previously filed are filed herewith:
Exhibit
Designation

Registrant

Nature of Exhibit

Previously Filed as
Exhibit to:

10.1

Cinergy Corp.
Consulting Agreement, dated March 31, 2006, between Michael J. Cyrus and Cinergy Corp.
Cinergy Corp.Form 8-K, filed
April 6, 2006

10.2

Cinergy Corp.

Summary of Amendment to Employment Agreement of James E. Rogers, Michael J. Cyrus, Marc E. Manly, Lynn J. Good and James L. Turner.
Cinergy Corp.Form 8-K, filed
April 6, 2006

10.3

Cinergy Corp.
Agreement, dated March 31, 2006, between James E. Rogers and Cinergy Corp.
Cinergy Corp.Form 8-K, filed
April 6, 2006

10.4

Cinergy Corp.
Purchase and Sale Agreement by and among Cinergy Capital & Trading, Inc., as Seller, and Fortis Bank, S.A./N.V., as Buyer, dated as of June 26, 2006.
Cinergy Corp. Form 8-K, filed June 30, 2006

~~10.4~~10.5
Cinergy Corp. CG&E
PSI
Amended and Restated Credit Agreement, dated as of June 29, 2006, among Cinergy Corp., CG&E, PSI, ULH&P, The Banks Listed Herein, Barclays Bank PLC, as Administrative Agent, and JP Morgan Chase Bank, N.A., as Syndication Agent.
10.6

CG&E
Keepwell Agreement, dated April 10, 2006, between Duke Capital LLC and CG&E.
CG&EForm 8-K, filed
April 14, 2006

10.7
PSI
Tenth Supplemental Indenture, dated as of June 9, 2006, between PSI, and the Bank of New York Trust Company, N.A. (successor trustee to Fifth Third Bank), as Trustee.
PSI Form 8-K, filed June 15, 2006
18.1
PSI
Letter regarding change in accounting principles.

Certificates

~~31-a~~31.a

Cinergy Corp.

Certification by David L. Hauser pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~31-b~~31.b

Cinergy Corp.

Certification by Steven K. Young pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~31-c~~31.c

CG&E
PSI

Certification by James L. Turner pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~31-d~~31.d

CG&E
PSI

Certification by Myron L. Caldwell pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~32-a~~32.a

Cinergy Corp.

Certification by David L. Hauser pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32-b~~32.b

Cinergy. Corp.

Certification by Steven K. Young pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32-c~~32.c

CG&E
PSI

Certification by James L. Turner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32-d~~32.d

CG&E
PSI

Certification by Myron L. Caldwell pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

57

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Cinergy Corp., The Cincinnati Gas & Electric Company, and PSI Energy, Inc. each ~~Securities Exchange Act of 1934,~~ has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CINERGY CORP.
Registrants

Date: ~~May 9,~~August 11, 2006

/s/
David L. Hauser

David L. Hauser

(duly authorized officer

and

principal executive officer)

Date: ~~May 9,~~August 11, 2006

/s/
Steven K. Young

Steven K. Young

(duly authorized officer

and

principal financial officer)

THE CINCINNATI GAS & ELECTRIC COMPANY
PSI ENERGY, INC.

~~THE CINCINNATI GAS & ELECTRIC COMPANY~~
~~PSI ENERGY, INC.~~
Registrants

Date: ~~May 9,~~August 11, 2006

/s/
Myron L. Caldwell

Myron L. Caldwell

(duly authorized officer

and

principal financial officer)

Date: ~~May 9,~~August 11, 2006

/s/
Dwight L. Jacobs

Dwight L. Jacobs

(duly authorized officer

and

chief accounting officer)

5885

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.

1-11377	CINERGY CORP. (A Delaware Corporation) 139 East Fourth Street Cincinnati, Ohio 45202 (513) 421-9500	31-1385023

1-1232	THE CINCINNATI GAS & ELECTRIC COMPANY (An Ohio Corporation) 139 East Fourth Street Cincinnati, Ohio 45202 (513) 421-9500	31-0240030

1-3543	PSI ENERGY, INC. (An Indiana Corporation) 1000 East Main Street Plainfield, Indiana 46168 (513) 421-9500	35-0594457

Cinergy Corp.	Yes	x	No	o
The Cincinnati Gas & Electric Company	Yes	x	No	o
PSI Energy, Inc.	Yes	x	No	o

	Large Accelerated Filer	Accelerated Filer	Non- Accelerated Filer
Cinergy Corp.	x	o	o
The Cincinnati Gas & Electric Company	o	o	x
PSI Energy, Inc.	o	o	x

Registrant	Description	Shares

Cinergy Corp.	Par value $.01 per share	—100

The Cincinnati Gas & Electric Company	Par value $8.50 per share	89,663,086

PSI Energy, Inc.	Without par value, stated value $.01 per share	53,913,701

Item Number
		PART I. FINANCIAL INFORMATION

		Cautionary Statement Regarding Forward-Looking Information

1		Financial Statements
		Cinergy Corp. and Subsidiary Companies
		~~Condensed~~ Consolidated Statements of ~~Income~~Operations for the Three Months Ended March 31, 2006; June 30, 2006 and 2005; and the Six Months Ended June 30, 2005, as revised
		~~Condensed~~ Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005, as revised
		~~Condensed~~ Consolidated Statements of Changes in Common ~~Stock~~Stockholder’s Equity and Comprehensive Income (Loss) for the Three Months Ended March 31, 2006 and June 30, 2006 and the Six Months Ended June 30, 2005, as revised
		~~Condensed~~ Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and June 30, 2006 and the Six Months Ended June 30, 2005, as revised

		The Cincinnati Gas & Electric Company and Subsidiary Companies
		~~Condensed~~ Consolidated Statements of ~~Income~~Operations for the Three Months Ended March 31, 2006; June 30, 2006 and ~~Comprehensive Income~~2005; and the Six Months Ended June 30, 2005, as revised
		~~Condensed~~ Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005, as revised
		~~Condensed~~ Consolidated Statements of Changes in Common Stockholder’s Equity and Comprehensive Income (Loss) for the Three Months Ended March 31, 2006 and June 30, 2006 and the Six Months Ended June 30, 2005, as revised
		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and June 30, 2006 and the Six Months Ended June 30, 2005, as revised

		PSI Energy, Inc. and Subsidiary Company
	��	~~Condensed~~ Consolidated Statements of ~~Income~~Operations for the Three and ~~Comprehensive Income~~Six Months Ended June 30, 2006 and 2005, as revised
		~~Condensed~~ Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005, as revised
		~~Condensed~~ Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2006 and 2005, as revised

		Notes to ~~Condensed~~Consolidated Financial Statements

		~~Cautionary Statements Regarding Forward-Looking Information~~

2		Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~Merger~~
		Cinergy Merger with Duke Energy
		2006 Quarterly Results of Operations - Cinergy
		2006 Quarterly Results of Operations - CG&E
		2006 ~~Quarterly~~Year to Date Results of Operations - PSI

4		Controls and Procedures

		PART II. OTHER INFORMATION

1		Legal Proceedings

1A		Risk Factors

6		Exhibits

		Signatures

	Quarter Ended
	March 31
	2006			2005
	(in thousands, except per share amounts)
	(unaudited)
Operating Revenues
Electric	$	1,137,062		$	914,359
Gas	355,556			313,096
Other	155,920			98,656
Total Operating Revenues	1,648,538			1,326,111

Operating Expenses
Fuel, emission allowances, and purchased power	425,896			300,619
Gas purchased	232,006			208,600
Costs of fuel resold	146,298			85,762
Operation and maintenance	422,658			296,695
Depreciation and amortization	163,758			151,449
Taxes other than income taxes	87,278			78,932
Total Operating Expenses	1,477,894			1,122,057

Operating Income	170,644			204,054

Equity in Earnings of Unconsolidated Subsidiaries	4,095			4,836
Miscellaneous Income — Net	18,648			2,950
Interest Expense	84,894			64,003
Preferred Dividend Requirements of Subsidiaries	277			858

Income Before Taxes	108,216			146,979

Income Taxes	21,302			32,100

Income Before Discontinued Operations and Cumulative Effect of a Change in Accounting Principle	86,914			114,879

Discontinued operations, net of tax (Note 8)	(4,057		)	2,477
Cumulative effect of a change in accounting principle, net of tax (Note 1(e)(i))	(3,493		)	—
Net Income	$	79,364		$	117,356

Average Common Shares Outstanding — Basic	200,286			195,647

Earnings Per Common Share — Basic (Note 10)
Income before discontinued operations and cumulative effect of a change in accounting principle	$	0.43		$	0.59
Discontinued operations, net of tax	(0.02		)	0.01
Cumulative effect of a change in accounting principle, net of tax	(0.01		)	—
Net Income	$	0.40		$	0.60

Average Common Shares Outstanding — Diluted	201,161			196,712

Earnings Per Common Share — Diluted (Note 10)
Income before discontinued operations and cumulative effect of a change in accounting principle	$	0.43		$	0.59
Discontinued operations, net of tax	(0.02		)	0.01
Cumulative effect of a change in accounting principle, net of tax	(0.02		)	—
Net Income	$	0.39		$	0.60

Cash Dividends Declared Per Common Share	$	0.64		$	0.48

	March 31		December 31
	2006		2005
	(dollars in thousands)
	(unaudited)

Current Assets
Cash and cash equivalents	$	147,557	$	146,056
Receivables less accumulated provision for doubtful accounts of $7,351 at March 31, 2006, and $4,767 at December 31, 2005	1,163,713		1,659,411
Fuel, emission allowances, and supplies	521,516		589,152
Energy risk management current assets	595,292		991,252
Prepayments and other	410,443		408,975
Total Current Assets	2,838,521		3,794,846

Property, Plant, and Equipment — at Cost
Property, plant, and equipment	16,249,269		15,990,864
Accumulated depreciation	5,563,590		5,477,782
Net Property, Plant, and Equipment	10,685,679		10,513,082

Other Assets
Regulatory assets	1,045,511		1,069,854
Investments in unconsolidated subsidiaries	481,807		479,466
Energy risk management non-current assets	302,904		306,959
Notes receivable, non-current	165,191		171,325
Goodwill and other intangible assets	176,193		169,081
Other	637,337		615,012
Total Other Assets	2,808,943		2,811,697

Assets of Discontinued Operations (Note 8)	22,491		34,215

Total Assets	$	16,355,634	$	17,153,840

	Successor(1)		Predecessor(1)
	Three Months Ended June 30, 2006		Three Months Ended March 31, 2006		Three Months Ended June 30, 2005			Six Months Ended June 30, 2005
			(in millions)

Stock Options	$	2	$	3	$	4		$	5
Phantom Stock	3		1		1			2
Performance Awards	1		12		(3		)	—
Other Stock Awards	—		—		1			2
Total	$	6	$	16	$	3		$	9

	Grant	Performance	Target
Cycle	Date	Period	Grant of Shares
			(in thousands)

VIII	1/2004	2004-2006	~~367~~366
IX	1/2005	2005-2007	~~342~~340
X	1/2006	2006-2008	351

	Shares		Weighted Average Grant Date Fair Value

Number of Stock-based Performance Awards:
Outstanding at April 1, 2006	—		$	—
Granted	482,600		25
Vested	—		—
Forfeited	(1,010	)	18
Canceled	—		—
Outstanding at June 30, 2006	481,590		$	25

	Shares		Weighted Average Grant Date Fair Value

Number of Phantom Stock Awards:
Outstanding at April 1, 2006(1)	31,530		$	29
Granted	364,570		29
Vested	(23,398	)	29
Forfeited	(5,229	)	29
Canceled	—		—
Outstanding at June 30, 2006	367,473		$	29

	LTIP and SOP							LTIP and SOP - Predecessor
	Shares Subject to Option		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value		Shares Subject to Option		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
						(in millions)							(in millions)
Balance at December 31, 2005	5,484,649		34.72					5,484,649		$	34.72

Options granted(1)	674,900		42.45
Options granted(1)								674,900		42.45
Options exercised	(1,488,171	)	33.37			$	16	(1,488,171	)	33.37			$	16
Options forfeited/expired	(6,300	)	41.11					(6,300	)	41.11

Balance at March 31, 2006	4,665,078		$	36.30	6.32 yrs	$	43	4,665,078		$	36.30	6.32 yrs	$	43

Options Exercisable(2):
At March 31, 2006	2,433,378		$	32.94	4.27 yrs	$	30
Options Exercisable at March 31, 2006(2)								2,433,378		$	32.94	4.27 yrs	$	30

	LTIP and SOP - Successor
	Shares Subject to Option		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
						(in millions)
Balance at April 1, 2006	7,277,522		$	23

Options granted(1)	1,877,646		29
Options exercised	(968,170	)	20			$	8
Options forfeited/expired	(52,260	)	27

Balance at June 30, 2006	8,134,738		$	25	6.9 yrs	$	36

Options Exercisable at June 30, 2006	5,511,412		$	23	5.6 yrs	$	34

	LTIP
	2006		2005
Risk-free interest rate(1)	4.33	%	3.62	%
Expected dividend yield(2)	4.41	%	4.52	%
Expected life(3)	5.01	yrs.	4.99	yrs.
Expected volatility(4)	22.43	%	21.28	%

	LTIP
	Successor(1)		Predecessor(1)(2)
	Three Months		Three Months		Six Months
	Ended		Ended		Ended
	June 30, 2006		March 31, 2006		June 30, 2005

Risk-free interest rate	4.78	%(7)	4.33	%(3)	3.62	%(3)
Expected dividend yield	4.40	%(8)	4.41	%(4)	4.52	%(4)
Expected life(5)	6.29	yrs	5.01	yrs	4.99	yrs
Expected volatility	24.00	%(9)	22.43	%(6)	21.28	%

(1)		See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)		There were no stock options granted during the three months ended June 30, 2005.
(3)		The risk-free rate is based upon the U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of the options.
(4)		The expected dividend yield is based upon annualized dividends and the closing stock price on the grant date.
(5)		The expected term of options is derived from historical data.
(6)		Volatility is based upon the historical volatility with a look back period equal to the expected term of the options.
(7)		The risk-free rate is based upon the U.S. Treasury Constant Maturity rates as of the grant date.
(8)		The expected dividend yield is based upon annualized dividends and the 1-year average closing stock price.
(9)		Volatility is based upon 50 percent historical and 50 percent implied volatility. Historic volatility is based on the weighted average between Duke Energy and Cinergy historical volatility over six years using daily stock prices. Implied volatility is the average for all option contracts with a term greater than six months using the strike price closest to the stock price on the valuation date.

				Amounts Outstanding
		Credit						Pollution
	Expiration	Facilities		Commercial		Letters of		Control
	Date	Capacity		Paper		Credit		Notes		Total
				(in millions)
Cinergy
Cinergy Corp.(1)
$2,000 multi-year syndicated(2)	June 2011	$	2,000	$	949	$	93	$	—	$	1,042

Utility operating companies				—		—		298		298

Non-regulated subsidiaries				—		—		25		25

Total Cinergy				$	949	$	93	$	323	$	1,365	(3)

CG&E(4)				$	—	$	—	$	112	$	112

PSI(5)				$	—	$	—	$	186	$	186

(1)		Excludes $150 million credit facility at Cinergy Canada, Inc., which has $63 million outstanding as of June 30, 2006 classified on the Consolidated Balance Sheets as Liabilities associated with assets held for sale. Cinergy Corp.’s commercial paper program limit is $1.5 billion. The commercial paper program is supported by Cinergy Corp.’s revolving line of credit.
(2)		Credit facility contains an option allowing borrowing up to the full amount of the facility on the day of initial expiration for up to one year. Credit facility also contains a covenant requiring the debt-to-total capitalization ratio to not exceed 65 percent and contains $500 million sublimits each for CG&E and PSI. In June 2006, credit facility expiration date was extended from September 2010 to June 2011.
(3)		Includes $93 million in letters of credit which are not included on Cinergy’s Consolidated Balance Sheets.
(4)		Excludes $198 million outstanding as notes payable to affiliated companies under the money pool arrangement.
(5)		Excludes $117 million outstanding as notes payable to affiliated companies under the money pool arrangement.

	March 31, 2006						December 31, 2005
					Weighted						Weighted
	Established				Average		Established				Average
	Lines		Outstanding		Rate		Lines		Outstanding		Rate
	(dollars in millions)

Cinergy
Cinergy Corp.
Revolving line(1)	$	2,000	$	—	—	%	$	2,000	$	—	—	%
Uncommitted lines	40		—		—		40		—		—
Commercial paper(2)			697		4.86				515		4.43

Utility operating companies
Uncommitted lines	75		—		—		75		—		—
Pollution control notes			298		3.68				298		4.00

Non-regulated subsidiaries
Revolving lines(3)	150		60		5.33		150		77		4.95
Short-term debt			11		9.97				9		9.96
Pollution control notes			25		3.53				25		3.90

Cinergy Total			$	1,091	4.59	%			$	924	4.37	%

CG&E
Uncommitted lines	$	15	$	—	—	%	$	15	$	—	—	%
Pollution control notes			112		3.56				112		3.86
Money pool			222		4.84				114		4.41

CG&E Total			$	334	4.41	%			$	226	4.14	%

PSI
Uncommitted lines	$	60	$	—	—	%	$	60	$	—	—	%
Pollution control notes			186		3.76				186		4.07
Money pool			196		4.84				250		4.41

PSI Total			$	382	4.32	%			$	436	4.27	%

Credit Facility	Expiration	Established Lines		Outstanding and Committed		Unused and Available
		(in millions)
Five-year senior revolving	September 2010
Commercial paper support				$	697
Letter of credit support				165
Total five-year facility		$	2,000	862		$	1,138

	Qualified Pension Benefits						Non-Qualified Pension Benefits				Other Postretirement Benefits						Successor(1)			Predecessor(1)
Quarter Ended March 31	2006			2005			2006		2005		2006			2005
																	Three Months Ended June 30, 2006			Three Months Ended March 31, 2006			Three Months Ended June 30, 2005			Six Months Ended June 30, 2005
																				(in millions)
Qualified Pension Benefits
	(in millions)
Service cost	$	10.9		$	9.6		$	1.4	$	1.4	$	1.6		$	1.6		$	14.5		$	10.9		$	9.6		$	19.2
Interest cost	24.7			24.1			2.1		1.8		5.6			5.7			30.5			24.7			24.0			48.1
Expected return on plans’ assets	(23.4		)	(22.0		)	—		—		—			—			(24.7		)	(23.4		)	(22.1		)	(44.1		)
Amortization of transition (asset) obligation	—			—			—		—		—			0.1			—		(2)	—			(0.1		)	(0.1		)
Amortization of prior service cost	0.9			1.1			0.6		0.5		(0.2		)	(0.1		)	—		(2)	0.9			1.2			2.3
Amortization of actuarial losses	4.6			1.9			1.0		0.6		2.5			2.7
Amortization of actuarial loss																	—		(2)	4.6			2.0			3.9
Net periodic benefit cost	$	17.7		$	14.7		$	5.1	$	4.3	$	9.5		$	10.0		$	20.3		$	17.7		$	14.6		$	29.3

Non-Qualified Pension Benefits

Service cost																	$	0.5		$	1.4		$	1.4		$	2.8
Interest cost																	1.5			2.1			1.8			3.6
Amortization of prior service cost																	—		(2)	0.6			0.5			1.0
Amortization of actuarial loss																	—		(2)	1.0			0.6			1.2
Net periodic benefit cost																	$	2.0		$	5.1		$	4.3		$	8.6

Other Postretirement Benefits

Service cost																	$	2.3		$	1.6		$	1.6		$	3.2
Interest cost																	8.7			5.6			5.7			11.4
Amortization of transition (asset) obligation																	—		(2)	—			0.1			0.2
Amortization of prior service cost																	—		(2)	(0.2		)	(0.3		)	(0.4		)
Amortization of actuarial loss																	—		(2)	2.5			2.8			5.5
Net periodic benefit cost																	$	11.0		$	9.5		$	9.9		$	19.9

(1)		See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)		All of these previously unrecognized amounts were eliminated with the application of purchase accounting.

(1)		See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)		The results of Cinergy also include amounts related to non-registrants.

	Qualified Pension Benefits		Non-Qualified Pension Benefits		Other Postretirement Benefits

Discount rate	6.00	%	6.00	%	6.00	%
Salary increase	5.00	%	5.00	%	5.00	%
Expected long-term rate of return on plan assets	8.50	%	N/A		N/A

	Not Medicare Eligible		Medicare Eligible
Health care cost trend rate assumed for 2006	8.50	%	11.50	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.50	%	5.50	%
Year that the rate reaches the ultimate trend rate	2009		2012

CAUTIONARY STATEMENT

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

Long-term Debt

CINERGY MERGER WITH DUKE ENERGY

2006 qUARTERLYQUARTERLY RESULTS OF OPERATIONS —– CINERGY

SummaryBasis of ResultsPresentation

Results of our business, which include regulatory revenues with directly offsetting expensesOperations and commodity trading operations for which results are primarily reported on a net basis, we have concluded that a discussionVariances

Net Income

Operating Revenues

Operating Expenses

(Losses) Gains on Sales of Other Assets and Other, net

Income Tax Expense from Continuing Operations expense from

Basis of Presentation

Results of Operations and Variances

Summary of Results as of March 31 (in millions)

Net Income

Operating Revenues

Net IncomeOperating Expenses

Interest Expense,

2006 QUARTERLY RESULTS OF OPERATIONS - CG&E

SummaryBasis of ResultsPresentation

ElectricResults of Operations and gas gross margins and net income for Variances

CG&ESummary of Results as of June 30 (in millions) for the quarters ended March 31, 2006 and 2005 were as follows: CG&E 2006 2005 Change % Change (in millions) Electric gross margin(1) $432 $319 $113 35%Gas gross margin(2) 90 99 (9)(9)Net income 116 85 31 36

Net Income

ElectricOperating Revenues

Operating Expensesless

Fuel,(Losses) Gains on Sales of Other Assets and Other, net

Gross MarginsDiscontinued Operations, net of tax

Basis of Presentation

Results of Operations and Variances

Summary of Results as of March 31 (in millions)

Net Income

Operating Revenues

Net IncomeOperating Expenses

Discontinued Operations, net of tax

2006 QUARTERLYYEAR TO DATE RESULTS OF OPERATIONS - PSI

SummaryBasis of ResultsPresentation

Electric gross marginsResults of Operations and net income for Variances

PSISummary of Results (in millions) for the quarters ended March 31, 2006 and 2005 was as follows: PSI 2006 2005 Change % Change (in millions) Electric gross margin(1) $285 $293 $(8)(3)%Net income 19 42 (23)(55)

Net Income

Net IncomeOperating Revenues

OperationOperating Expenses

Income Tax Expense

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Changes in Internal Control over Financial Reporting

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

CLEAN AIR ACT (CAA) LAWSUIT

CARBON DIOXIDE (CO2) LAWSUIT

ZIMMER GENERATING STATION (ZIMMER STATION) LAWSUIT

MANUFACTURED GAS PLANT (MGP) SITES

Asbestos claims litigationASBESTOS CLAIMS LITIGATION

DUNAVAN WASTE SUPERFUND SITE

ONTARIO, CANADA LAWSUIT

HURRICANE KATRINA LAWSUIT

ITEM 1A. RISK FACTORS

ITEM 6. EXHIBITS

SIGNATURES

CG&ESummary of Results as of June 30 (in millions) for the quarters ended March 31, 2006 and 2005 were as follows:

CG&E

2006

2005

Change

% Change

(in millions)

Electric gross margin(1)

$
432

$
319

$
113

35
%
Gas gross margin(2)

90

99

(9
)
(9
)
Net income

116

85

31

36

PSISummary of Results (in millions) for the quarters ended March 31, 2006 and 2005 was as follows:

PSI

2006

2005

Change

% Change

(in millions)

Electric gross margin(1)

$
285

$
293

$
(8
)
(3
)%
Net income

19

42

(23
)
(55
)

Generating Plant	Location	Ownership Interest		Fuel Type	Owned MW Capacity

Fayette	Fayette County, Pennsylvania	100	%	Gas	620
Hanging Rock	Lawrence County, Ohio	100		Gas	1,240
Lee	Lee County, Illinois	100		Gas	640
Vermillion	Vermillion County, Indiana	75		Gas	480
Washington	Washington County, Ohio	100		Gas	620
					3,600

	(in millions)

Assets Received
Generating Assets	$	1,563
Other Assets	74
Total Assets Received	$	1,637

Liabilities Assumed
Deferred Tax Liabilities	$	181
Other	4
Total Liabilities Assumed	$	185

Contributed Capital from Duke Energy	$	1,452

	Successor (1)							Predecessor (1)
	Balance at					Balance at		Balance at				Balance at
	April 1, 2006		Changes			June 30, 2006		December 31, 2005		Changes		March 31, 2006(2)
	(in millions)

Cinergy	$	4,289	$	(161	)(3)	$	4,128	$	33	$	4	$	37

CG&E	$	2,173	$	—		$	2,173	$	—	$	—	$	—

(1)		See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)		All existing goodwill at March 31, 2006 was eliminated in purchase accounting.
(3)		Relates to goodwill allocated to the distribution of Marketing & Trading and Cinergy Canada, Inc. See Note 10 for additional information.

	Successor(1)			Predecessor(1)			Weighted Average Life
Cinergy	June 30, 2006			December 31, 2005			June 30, 2006(2)
	(in millions)

Emission allowances	$	687		$	175
Gas, coal, and power contracts	297			32			19 yrs.
Other	12			120			8 yrs.
Total intangible assets	$	996		$	327

Accumulated amortization - gas, coal, and power contracts	(17		)	(10		)
Accumulated amortization - other	(2		)	(7		)
Total accumulated amortization	$	(19	)	$	(17	)

Total intangible assets, net	$	977		$	310

(1)		See Note 1(b) for additional information on Predecessor and Successor reporting.
(2)		Emission allowances do not have a contractual term or expiration date.

(1)		Emission allowances do not have a contractual term or expiration date.
(2)		Other represents intangible assets related to pensions which does not have a definitive life.

	2007		2008		2009		2010		2011

Cinergy	$	186	$	104	$	92	$	34	$	41
CG&E	153		101		73		32		39
PSI	33		3		19		1		1

	Unaffiliated Revenues		Intersegment Revenues			Total Revenues			Segment EBIT/Consolidated Earnings from Continuing Operations Before Income Taxes
			(in millions)
Successor(2)

Three Months Ended June 30, 2006

U.S. Franchised Electric & Gas	$	845	$	—		$	845		$	91
Commercial Power	440		10			450			22
Total reportable segments	1,285		10			1,295			113
Other	23		—			23			(32		)
Eliminations	—		(10		)	(10		)	—
Interest expense	—		—			—			(82		)
Interest income and other(3)	—		—			—			14
Total consolidated	$	1,308	$	—		$	1,308		$	13


Predecessor(2)

Three Months Ended March 31, 2006

U.S. Franchised Electric & Gas	$	1,025	$	—		$	1,025		$	167
Commercial Power	546		12			558			120
International	—		—			—			1
Total reportable segments	1,571		12			1,583			288
Other	5		—			5			(128		)
Eliminations	—		(12		)	(12		)	—
Interest expense	—		—			—			(84		)
Interest income and other(3)	—		—			—			19
Total consolidated	$	1,576	$	—		$	1,576		$	95

Three Months Ended June 30, 2005

U.S. Franchised Electric & Gas	$	719	$	—		$	719		$	144
Commercial Power	328		63			391			42
International	—		—			—			(1		)
Total reportable segments	1,047		63			1,110			185
Other	4		—			4			(43		)
Eliminations	—		(63		)	(63		)	—
Interest expense	—		—			—			(68		)
Interest income and other(3)	—		—			—			10
Total consolidated	$	1,051	$	—		$	1,051		$	84

Six Months Ended June 30, 2005

U.S. Franchised Electric & Gas	$	1,633	$	—		$	1,633		$	331
Commercial Power	660		108			768			91
International	—		—			—			(1		)
Total reportable segments	2,293		108			2,401			421
Other	8		—			8			(97		)
Eliminations	—		(108		)	(108		)	—
Interest expense	—		—			—			(132		)
Interest income and other(3)	—		—			—			21
Total consolidated	$	2,301	$	—		$	2,301		$	213

									Segment
									EBIT/Consolidated
									Earnings from
									Continuing
	Unaffiliated		Intersegment			Total			Operations Before
	Revenues		Revenues			Revenues			Income Taxes
	(in millions)
Successor(2)

Three Months Ended June 30, 2006
					��
U.S. Franchised Electric & Gas	$	297	$	—		$	297		$	20
Commercial Power	399		1			400			36
Total reportable segments	696		1			697			56
Other	—		—			—			(13		)
Eliminations	—		(1		)	(1		)	—
Interest expense	—		—			—			(28		)
Interest income and other(3)	—		—			—			5
Total consolidated	$	696	$	—		$	696		$	20


Predecessor(2)

Three Months Ended March 31, 2006

U.S. Franchised Electric & Gas	$	543	$	—		$	543		$	80
Commercial Power	420		1			421			166
Total reportable segments	963		1			964			246
Other	—		(1		)	(1		)	(39		)
Interest expense	—		—			—			(30		)
Interest income and other(3)	—		—			—			9
Total consolidated	$	963	$	—		$	963		$	186

Three Months Ended June 30, 2005

U.S. Franchised Electric & Gas	$	283	$	—		$	283		$	35
Commercial Power	267		40			307			68
Total reportable segments	550		40			590			103
Other	—		—			—			(26		)
Eliminations	—		(40		)	(40		)	—
Interest expense	—		—			—			(23		)
Interest income and other(3)	—		—			—			3
Total consolidated	$	550	$	—		$	550		$	57

Six Months Ended June 30, 2005

U.S. Franchised Electric & Gas	$	780	$	—		$	780		$	118
Commercial Power	521		79			600			136
Total reportable segments	1,301		79			1,380			254
Other	—		—			—			(45		)
Eliminations	—		(79		)	(79		)	—
Interest expense	—		—			—			(46		)
Interest income and other(3)	—		—			—			8
Total consolidated	$	1,301	$	—		$	1,301		$	171