UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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

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

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

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

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

	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

Indicate by check mark whether the registrant is a shell (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

This combined Form 10-Q is separately filed by Cinergy Corp., The Cincinnati Gas & Electric Company, and PSI Energy, Inc. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.

Cinergy Corp., The Cincinnati Gas & Electric Company, and PSI Energy, Inc. meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore filing their company specific information with the reduced disclosure format specified in General Instruction H(2) of Form 10-Q.

As of July 31, 2006, shares of common stock outstanding for each registrant were as follows:

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

TABLE OF CONTENTS

Item Number
		PART I. FINANCIAL INFORMATION

		Cautionary Statement Regarding Forward-Looking Information

1		Financial Statements
		Cinergy Corp. and Subsidiary Companies
		Consolidated Statements of Operations for the Three Months Ended March 31, 2006; June 30, 2006 and 2005; and the Six Months Ended June 30, 2005, as revised
		Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005, as revised
		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

		The Cincinnati Gas & Electric Company and Subsidiary Companies
		Consolidated Statements of Operations for the Three Months Ended March 31, 2006; June 30, 2006 and 2005; and the Six Months Ended June 30, 2005, as revised
		Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005, as revised
		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
		Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2006 and 2005, as revised
		Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005, as revised
		Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2006 and 2005, as revised

		Notes to Consolidated Financial Statements

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

4		Controls and Procedures

		PART II. OTHER INFORMATION

1		Legal Proceedings

1A		Risk Factors

6		Exhibits

		Signatures

CAUTIONARY STATEMENT

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on management’s beliefs and assumptions. These forward-looking statements are identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” 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:

· Factors affecting operations, such as:

(1) unanticipated weather conditions;

(2) unscheduled generation outages;

(3) unusual maintenance or repairs;

(4) unanticipated changes in costs;

(5) 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 related to physical energy and financial trading activities.

· The performance of projects undertaken by Cinergy’s and CG&E’s 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.

Cinergy, CG&E, and PSI undertake no obligation to update the information contained herein.

CINERGY CORP.
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 COMMON STOCKHOLDER’S EQUITY

	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

See Notes to Unaudited Consolidated Financial Statements

CINERGY CORP.

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

(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.

See Notes to Unaudited Consolidated Financial Statements

CINERGY CORP.

CONSOLIDATED 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 Notes to Unaudited Consolidated Financial Statements

THE CINCINNATI GAS & ELECTRIC COMPANY

AND SUBSIDIARY COMPANIES

THE CINCINNATI GAS & ELECTRIC COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(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
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)
(unaudited)

LIABILITIES AND COMMON STOCKHOLDER’S EQUITY

	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

See Notes to Unaudited Consolidated Financial Statements

THE CINCINNATI GAS & ELECTRIC COMPANY

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

(dollars in thousands, except per share amounts)

(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

See Notes to Unaudited Consolidated Financial Statements

THE CINCINNATI GAS & ELECTRIC COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(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			—			—

See Notes to Unaudited Consolidated Financial Statements

PSI ENERGY, INC.
AND SUBSIDIARY COMPANY

PSI ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)

(unaudited)

CINERGY CORP 10-Q