##### Table of Contents

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, 2008 Or



 ̈    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 1-1232



DUKE ENERGY OHIO, INC.

(Exact Name of Registrant as Specified in its Charter)



|                                                                               |  |                                  
|------------------------------------------------------------------------------ |  | ---------------------------------
|Ohio                                                                           |  | 31-0240030                       
|(State or Other Jurisdiction of Incorporation)                                 |  | (IRS Employer Identification No.)
|                                                                               |  |                                  
|139 East Fourth Street Cincinnati, OH (Address of Principal Executive Offices) |  | 45202 (Zip
code)                 



704-594-6200

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No  ̈



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

|                                              |  |                            
|--------------------------------------------- |  | ---------------------------
|Large accelerated filer  ̈                     |  | Accelerated filer  ̈        
|Non-accelerated filer x                       |  | Smaller reporting company  ̈
|(Do not check if a smaller reporting company) |  |                            



Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes  ̈ No x



All of the registrants common stock is indirectly owned by Duke Energy Corporation (File No. 1-32853) which is a reporting company under
the Securities Exchange Act of 1934, as amended.



The registrant meets the conditions set
forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format specified in General Instructions H(2) of Form 10-Q.



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##### Table of Contents

INDEX



DUKE ENERGY OHIO, INC.

FORM 10-Q FOR THE QUARTER ENDED

JUNE 30, 2008



|                              |  |                                                                                                                                           |  |     
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Item                          |  |                                                                                                                                           |  | Page
|PART I. FINANCIAL INFORMATION |  |                                                                                                                                          
|                              |  |                                                                                                                                          
|1.                            |  | Financial Statements                                                                                                                      |  | 3   
|                              |  | Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007                                 |  | 3   
|                              |  | Unaudited Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007                                                           |  | 4   
|                              |  | Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007                                           |  | 6   
|                              |  | Unaudited Consolidated Statements of Common Stockholders Equity and Comprehensive Income for the Six Months Ended June 30, 2008 and 2007 |  | 7   
|                              |  | Unaudited Notes to the Consolidated Financial Statements                                                                                  |  | 8   
|                              |  |                                                                                                                                          
|2.                            |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                     |  | 27  
|                              |  |                                                                                                                                          
|4.                            |  | Controls and Procedures                                                                                                                   |  | 29  
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                                          
|                              |  |                                                                                                                                          
|1.                            |  | Legal Proceedings                                                                                                                         |  | 30  
|                              |  |                                                                                                                                          
|1A.                           |  | Risk Factors                                                                                                                              |  | 30  
|                              |  |                                                                                                                                          
|6.                            |  | Exhibits                                                                                                                                  |  | 31  
|                              |  |                                                                                                                                          
|                              |  | Signatures                                                                                                                                |  | 32  



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, potential, forecast, target, 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:

| |  |  | State and federal legislative and regulatory initiatives, including costs of compliance with existing and future environmental requirements;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | State and federal legislative and regulatory initiatives and rulings that affect cost and investment recovery or have an impact on rate structures;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Costs and effects of legal and administrative proceedings, settlements, investigations and claims;
| | - |  | --------------------------------------------------------------------------------------------------

| |  |  | Industrial, commercial and residential growth in Duke Energy Ohio, Inc.s (Duke Energy Ohio) service territories;
| | - |  | -----------------------------------------------------------------------------------------------------------------

| |  |  | Additional competition in electric markets and continued industry consolidation;
| | - |  | --------------------------------------------------------------------------------

| |  |  | The influence of weather and other natural phenomena on Duke Energy Ohios operations, including the economic, operational and other effects of tornados, droughts and
other natural phenomena;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | The timing and extent of changes in commodity prices and interest rates;
| | - |  | ------------------------------------------------------------------------

| |  |  | Unscheduled generation outages, unusual maintenance or repairs and electric transmission system constraints;
| | - |  | ------------------------------------------------------------------------------------------------------------

| |  |  | The performance of electric generation facilities;
| | - |  | --------------------------------------------------

| |  |  | The results of financing efforts, including Duke Energy Ohios ability to obtain financing on favorable terms, which can be affected by various factors, including Duke
Energy Ohios credit ratings and general economic conditions;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Declines in the market prices of equity securities and resultant cash funding requirements of Duke Energy Ohio for Cinergy Corp.s defined benefit pension plans;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | The level of credit worthiness of counterparties to Duke Energy Ohios transactions;
| | - |  | ------------------------------------------------------------------------------------

| |  |  | Employee workforce factors, including the potential inability to attract and retain key personnel;
| | - |  | --------------------------------------------------------------------------------------------------

| |  |  | Growth in opportunities for Duke Energy Ohios business units, including the timing and success of efforts to develop domestic power and other projects; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | The effect of accounting pronouncements issued periodically by accounting standard-setting bodies.
| | - |  | --------------------------------------------------------------------------------------------------

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent
or at a different time than Duke Energy Ohio has described. Duke Energy Ohio undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



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##### Table of Contents

PART I. FINANCIAL INFORMATION



DUKE ENERGY OHIO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions)



Item 1.Financial Statements.



|                                                       |  |                           |     |                         |   |      |  |      |       |  |   |       |  
|------------------------------------------------------ |  | ------------------------- | --- | ----------------------- | - | ---- |  | ---- | ----- |  | - | ----- | -
|                                                       |  | Three MonthsEndedJune 30, |     | Six MonthsEndedJune 30, |  
|                                                       |  | 2008                      |     | 2007                    |   | 2008 |  | 2007 |      
|Operating Revenues                                     |  |                           |     |                         |   |      |  |      |       |  |   |       |  
|Non-regulated electric and other                       |  | $                         | 454 |                         | $ | 422  |  | $    | 846   |  | $ | 768   |  
|Regulated electric                                     |  |                           | 228 |                         |   | 233  |  |      | 470   |  |   | 464   |  
|Regulated natural gas                                  |  |                           | 113 |                         |   | 108  |  |      | 470   |  |   | 447   |  
|Total operating revenues                               |  |                           | 795 |                         |   | 763  |  |      | 1,786 |  |   | 1,679 |  
|Operating Expenses                                     |  |                           |     |                         |   |      |  |      |       |  |   |       |  
|Fuel used in electric generation and purchased power   |  |                           | 170 |                         |   | 260  |  |      | 347   |  |   | 485   |  
|Cost of natural gas and coal sold                      |  |                           | 49  |                         |   | 69   |  |      | 299   |  |   | 324   |  
|Operation, maintenance and other                       |  |                           | 184 |                         |   | 182  |  |      | 366   |  |   | 367   |  
|Depreciation and amortization                          |  |                           | 100 |                         |   | 95   |  |      | 199   |  |   | 188   |  
|Property and other taxes                               |  |                           | 62  |                         |   | 62   |  |      | 135   |  |   | 135   |  
|Total operating expenses                               |  |                           | 565 |                         |   | 668  |  |      | 1,346 |  |   | 1,499 |  
|Gains (Losses) on Sales of Other Assets and Other, net |  |                           | 33  |                         |   |     |  |      | 46    |  |   | (11   | )
|Operating Income                                       |  |                           | 263 |                         |   | 95   |  |      | 486   |  |   | 169   |  
|Other Income and Expenses, net                         |  |                           | 6   |                         |   | 8    |  |      | 15    |  |   | 17    |  
|Interest Expense                                       |  |                           | 23  |                         |   | 22   |  |      | 49    |  |   | 45    |  
|Income Before Income Taxes                             |  |                           | 246 |                         |   | 81   |  |      | 452   |  |   | 141   |  
|Income Tax Expense                                     |  |                           | 89  |                         |   | 32   |  |      | 162   |  |   | 55    |  
|Net Income                                             |  | $                         | 157 |                         | $ | 49   |  | $    | 290   |  | $ | 86    |  
|                                                       | 



See Notes to Unaudited
Consolidated Financial Statements



3



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##### Table of Contents

PART I



DUKE ENERGY OHIO, INC.

CONSOLIDATED
BALANCE SHEETS

(Unaudited)

(In
millions)



|                                                                                                       |  |              |        |  |  |                  |   |       
|------------------------------------------------------------------------------------------------------ |  | ------------ | ------ |  |  | ---------------- | - | ------
|                                                                                                       |  | June 30,2008 |        |  |  | December 31,2007
|ASSETS                                                                                                 |  |              |        |  |  |                  |   |       
|Current Assets                                                                                         |  |              |        |  |  |                  |   |       
|Cash and cash equivalents                                                                              |  | $            | 32     |  |  |                  | $ | 33    
|Receivables (net of allowance for doubtful accounts of $4 at June 30, 2008and $3 at December 31, 2007) |  |              | 263    |  |  |                  |   | 334   
|Inventory                                                                                              |  |              | 228    |  |  |                  |   | 212   
|Unrealized gains on mark-to-market and hedging transactions                                            |  |              | 152    |  |  |                  |   | 22    
|Other                                                                                                  |  |              | 56     |  |  |                  |   | 94    
|Total current assets                                                                                   |  |              | 731    |  |  |                  |   | 695   
|Investments and Other Assets                                                                           |  |              |        |  |  |                  |   |       
|Restricted funds held in trust                                                                         |  |              | 60     |  |  |                  |   | 62    
|Goodwill                                                                                               |  |              | 2,325  |  |  |                  |   | 2,325 
|Intangibles, net                                                                                       |  |              | 514    |  |  |                  |   | 551   
|Unrealized gains on mark-to-market and hedging transactions                                            |  |              | 95     |  |  |                  |   | 17    
|Other                                                                                                  |  |              | 29     |  |  |                  |   | 33    
|Total investments and other assets                                                                     |  |              | 3,023  |  |  |                  |   | 2,988 
|Property, Plant and Equipment                                                                          |  |              |        |  |  |                  |   |       
|Cost                                                                                                   |  |              | 9,812  |  |  |                  |   | 9,577 
|Less accumulated depreciation and amortization                                                         |  |              | 2,213  |  |  |                  |   | 2,097 
|Net property, plant and equipment                                                                      |  |              | 7,599  |  |  |                  |   | 7,480 
|Regulatory Assets and Deferred Debits                                                                  |  |              |        |  |  |                  |   |       
|Deferred debt expense                                                                                  |  |              | 23     |  |  |                  |   | 23    
|Regulatory assets related to income taxes                                                              |  |              | 97     |  |  |                  |   | 90    
|Other                                                                                                  |  |              | 351    |  |  |                  |   | 401   
|Total regulatory assets and deferred debits                                                            |  |              | 471    |  |  |                  |   | 514   
|Total Assets                                                                                           |  | $            | 11,824 |  |  |                  | $ | 11,677
|                                                                                                      



See Notes to Unaudited
Consolidated Financial Statements



4



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##### Table of Contents

PART I



DUKE ENERGY OHIO, INC.

CONSOLIDATED BALANCE
SHEETS(Continued)

(Unaudited)

(In millions, except share and per-share amounts)



|                                                                                                                                      |  |              |        |   |                  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | - | ---------------- | - | ------ | -
|                                                                                                                                      |  | June 30,2008 |        |   | December 31,2007 |  
|LIABILITIES AND COMMON STOCKHOLDERS EQUITY                                                                                           |  |              |        |   |                  |   |        |  
|Current Liabilities                                                                                                                   |  |              |        |   |                  |   |        |  
|Accounts payable                                                                                                                      |  | $            | 617    |   |                  | $ | 602    |  
|Notes payable                                                                                                                         |  |              | 8      |   |                  |   | 189    |  
|Taxes accrued                                                                                                                         |  |              | 156    |   |                  |   | 172    |  
|Interest accrued                                                                                                                      |  |              | 23     |   |                  |   | 24     |  
|Current maturities of long-term debt                                                                                                  |  |              | 6      |   |                  |   | 126    |  
|Unrealized losses on mark-to-market and hedging transactions                                                                          |  |              | 109    |   |                  |   | 24     |  
|Other                                                                                                                                 |  |              | 94     |   |                  |   | 86     |  
|Total current liabilities                                                                                                             |  |              | 1,013  |   |                  |   | 1,223  |  
|Long-term Debt                                                                                                                        |  |              | 1,807  |   |                  |   | 1,810  |  
|Deferred Credits and Other Liabilities                                                                                                |  |              |        |   |                  |   |        |  
|Deferred income taxes                                                                                                                 |  |              | 1,492  |   |                  |   | 1,436  |  
|Investment tax credits                                                                                                                |  |              | 15     |   |                  |   | 16     |  
|Accrued pension and other post-retirement benefit costs                                                                               |  |              | 291    |   |                  |   | 259    |  
|Unrealized losses on mark-to-market and hedging transactions                                                                          |  |              | 66     |   |                  |   | 25     |  
|Asset retirement obligations                                                                                                          |  |              | 33     |   |                  |   | 31     |  
|Other                                                                                                                                 |  |              | 282    |   |                  |   | 343    |  
|Total deferred credits and other liabilities                                                                                          |  |              | 2,179  |   |                  |   | 2,110  |  
|Commitments and Contingencies                                                                                                         |  |              |        |   |                  |   |        |  
|                                                                                                                                      |  |             
|Common Stockholders Equity                                                                                                           |  |              |        |   |                  |   |        |  
|Common stock, $8.50 par value; 120,000,000 shares authorized and 89,663,086 shares outstanding at June 30, 2008 and December 31,
2007 |  |              | 762    |   |                  |   | 762    |  
|Additional paid-in capital                                                                                                            |  |              | 5,570  |   |                  |   | 5,570  |  
|Retained earnings                                                                                                                     |  |              | 517    |   |                  |   | 227    |  
|Accumulated other comprehensive loss                                                                                                  |  |              | (24    | ) |                  |   | (25    | )
|Total common stockholders equity                                                                                                     |  |              | 6,825  |   |                  |   | 6,534  |  
|Total Liabilities and Common Stockholders Equity                                                                                     |  | $            | 11,824 |   |                  | $ | 11,677 |  
|                                                                                                                                      | 



See Notes to Unaudited
Consolidated Financial Statements



5



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##### Table of Contents

PART I



DUKE ENERGY OHIO, INC.

CONSOLIDATED
STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)



|                                                                                  |  |                          |      |   |      |   |      |  
|--------------------------------------------------------------------------------- |  | ------------------------ | ---- | - | ---- | - | ---- | -
|                                                                                  |  | Six Months EndedJune 30, |     
|                                                                                  |  | 2008                     |      |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |                          |      |   |      |   |      |  
|Net income                                                                        |  | $                        | 290  |   |      | $ | 86   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                          |      |   |      |   |      |  
|Depreciation and amortization                                                     |  |                          | 201  |   |      |   | 188  |  
|(Gains) losses on sales of other assets and other, net                            |  |                          | (46  | ) |      |   | 11   |  
|Deferred income taxes                                                             |  |                          | 47   |   |      |   | (18  | )
|Regulatory asset/liability amortization                                           |  |                          | 11   |   |      |   | 13   |  
|Accrued pension and other postretirement benefit costs                            |  |                          | 14   |   |      |   | 21   |  
|Contribution to company-sponsored pension and other postretirement benefit plans  |  |                          |     |   |      |   | (83  | )
|(Increase) decrease in:                                                           |  |                          |      |   |      |   |      |  
|Net realized and unrealized mark-to-market and hedging transactions               |  |                          | (153 | ) |      |   | 9    |  
|Receivables                                                                       |  |                          | 94   |   |      |   | 92   |  
|Inventory                                                                         |  |                          | (4   | ) |      |   | 12   |  
|Other current assets                                                              |  |                          | 88   |   |      |   | 2    |  
|Increase (decrease) in:                                                           |  |                          |      |   |      |   |      |  
|Accounts payable                                                                  |  |                          | 37   |   |      |   | 51   |  
|Taxes accrued                                                                     |  |                          | (23  | ) |      |   | (120 | )
|Other current liabilities                                                         |  |                          | 7    |   |      |   | (13  | )
|Regulatory asset/liability deferrals                                              |  |                          | (14  | ) |      |   | (23  | )
|Other assets                                                                      |  |                          | 34   |   |      |   | 84   |  
|Other liabilities                                                                 |  |                          | (44  | ) |      |   | (4   | )
|Net cash provided by operating activities                                         |  |                          | 539  |   |      |   | 308  |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |                          |      |   |      |   |      |  
|Capital expenditures                                                              |  |                          | (285 | ) |      |   | (302 | )
|Purchases of emission allowances                                                  |  |                          | (8   | ) |      |   | (14  | )
|Sales of emission allowances                                                      |  |                          | 56   |   |      |   | 24   |  
|Change in restricted funds held in trust                                          |  |                          | 3    |   |      |   | 15   |  
|Other                                                                             |  |                          | (1   | ) |      |   |     |  
|Net cash used in investing activities                                             |  |                          | (235 | ) |      |   | (277 | )
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |                          |      |   |      |   |      |  
|Redemption of long-term debt                                                      |  |                          | (124 | ) |      |   | (3   | )
|Notes payable to affiliate, net                                                   |  |                          | (181 | ) |      |   | 53   |  
|Dividends to parent                                                               |  |                          |     |   |      |   | (135 | )
|Capital contribution from parent                                                  |  |                          |     |   |      |   | 29   |  
|Net cash used in financing activities                                             |  |                          | (305 | ) |      |   | (56  | )
|Net decrease in cash and cash equivalents                                         |  |                          | (1   | ) |      |   | (25  | )
|Cash and cash equivalents at beginning of period                                  |  |                          | 33   |   |      |   | 45   |  
|Cash and cash equivalents at end of period                                        |  | $                        | 32   |   |      | $ | 20   |  
|                                                                                  | 
|Supplemental Disclosures                                                          |  |                          |      |   |      |   |      |  
|Significant non-cash transactions:                                                |  |                          |      |   |      |   |      |  
|Purchase accounting adjustments                                                   |  | $                        |     |   |      | $ | (8   | )
|Accrued capital expenditures                                                      |  | $                        | 31   |   |      | $ | 26   |  



See Notes to Unaudited
Consolidated Financial Statements



6



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##### Table of Contents

PART I



DUKE ENERGY OHIO, INC.

CONSOLIDATED
STATEMENTS OF COMMON STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME

(Unaudited)

(In millions)



|                                                    |  |             |     |                          |   |       |                  |  |   |                                              |   |  |                        |     |   |       |   |    |   |  |   |       |  
|--------------------------------------------------- |  | ----------- | --- | ------------------------ | - | ----- | ---------------- |  | - | -------------------------------------------- | - |  | ---------------------- | --- | - | ----- | - | -- | - |  | - | ----- | -
|                                                    |  |             |     |                          |   |       |                  |  |   | Accumulated Other ComprehensiveIncome (Loss) |   |  |                        |    
|                                                    |  | CommonStock |     | AdditionalPaid-inCapital |   |       | RetainedEarnings |  |   | Net Gains(Losses) onCash FlowHedges          |   |  | SFAS No. 158Adjustment |     |   | Total |  
|Balance at December 31, 2006                        |  | $           | 762 |                          | $ | 5,601 |                  |  | $ | 55                                           |   |  | $                      | (36 | ) |       | $ | (2 | ) |  | $ | 6,380 |  
|Net income                                          |  |             |    |                          |   |      |                  |  |   | 86                                           |   |  |                        |    |   |       |   |   |   |  |   | 86    |  
|Other comprehensive income                          |  |             |     |                          |   |       |                  |  |   |                                              |   |  |                        |     |   |       |   |    |   |  |   |       |  
|Cash flow hedges(a)                                 |  |             |    |                          |   |      |                  |  |   |                                             |   |  |                        | 8   |   |       |   |   |   |  |   | 8     |  
|                                                    |  |             |     |                          |   |       |                  |  |   |                                              |   |  |                        |     |   |       |   |    |   |  |   |       |  
|Total comprehensive income                          |  |             |     |                          |   |       |                  |  |   |                                              |   |  |                        |     |   |       |   |    |   |  |   | 94    |  
|Capital contribution from parent                    |  |             |    |                          |   | 29    |                  |  |   |                                             |   |  |                        |    |   |       |   |   |   |  |   | 29    |  
|Push-down accounting adjustments                    |  |             |    |                          |   | (8    | )                |  |   |                                             |   |  |                        |    |   |       |   |   |   |  |   | (8    | )
|Adoption of SFAS No. 158measurement date provision |  |             |    |                          |   |      |                  |  |   | (3                                           | ) |  |                        |    |   |       |   | (2 | ) |  |   | (5    | )
|Dividend to parent                                  |  |             |    |                          |   | (46   | )                |  |   | (89                                          | ) |  |                        |    |   |       |   |   |   |  |   | (135  | )
|Balance at June 30, 2007                            |  | $           | 762 |                          | $ | 5,576 |                  |  | $ | 49                                           |   |  | $                      | (28 | ) |       | $ | (4 | ) |  | $ | 6,355 |  
|                                                    |  |             |     |                          |   |       |                  |  |   |                                              |   |  |                        |     |   |       |   |    |   |  |   |       |  
|Balance at December 31, 2007                        |  | $           | 762 |                          | $ | 5,570 |                  |  | $ | 227                                          |   |  | $                      | (32 | ) |       | $ | 7  |   |  | $ | 6,534 |  
|Net income                                          |  |             |    |                          |   |      |                  |  |   | 290                                          |   |  |                        |    |   |       |   |   |   |  |   | 290   |  
|Other comprehensive income                          |  |             |     |                          |   |       |                  |  |   |                                              |   |  |                        |     |   |       |   |    |   |  |   |       |  
|Cash flow hedges(b)                                 |  |             |    |                          |   |      |                  |  |   |                                             |   |  |                        | 1   |   |       |   |   |   |  |   | 1     |  
|                                                    |  |             |     |                          |   |       |                  |  |   |                                              |   |  |                        |     |   |       |   |    |   |  |   |       |  
|Total comprehensive income                          |  |             |     |                          |   |       |                  |  |   |                                              |   |  |                        |     |   |       |   |    |   |  |   | 291   |  
|Balance at June 30, 2008                            |  | $           | 762 |                          | $ | 5,570 |                  |  | $ | 517                                          |   |  | $                      | (31 | ) |       | $ | 7  |   |  | $ | 6,825 |  



|(a) | Net of $4 tax expense in 2007.
|--- | ------------------------------

|(b) | Net of $1 tax expense in 2008.
|--- | ------------------------------



See Notes to Unaudited Consolidated Financial Statements



7



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##### Table of Contents

PART I



DUKE ENERGY OHIO, INC.

Notes To
Unaudited Consolidated Financial Statements



1. Basis of Presentation

Nature of Operations and Basis of Consolidation. Duke Energy Ohio, Inc. (Duke Energy Ohio), an Ohio corporation organized in 1837, is a
wholly-owned subsidiary of Cinergy Corp. (Cinergy). Cinergy is a wholly-owned subsidiary of Duke Energy Corporation (Duke Energy). Duke Energy Ohio is a combination electric and gas public utility company that provides service in the southwestern
portion of Ohio and through its wholly-owned subsidiary, Duke Energy Kentucky, Inc. (Duke Energy Kentucky), in nearby areas of Kentucky, as well as unregulated electric generation in parts of Ohio, Illinois, Indiana and Pennsylvania. Duke Energy
Ohios principal lines of business include generation, transmission and distribution of electricity, the sale of and/or transportation of natural gas, and energy marketing. Duke Energy Kentuckys principal lines of business include
generation, transmission and distribution of electricity as well as the sale of and/or transportation of natural gas. Except where separately noted, references to Duke Energy Ohio herein relate to the consolidated operations of Duke Energy Ohio,
including its wholly-owned subsidiary Duke Energy Kentucky. These Unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, the accounts of Duke Energy Ohio and all majority-owned subsidiaries
where Duke Energy Ohio has control, as well as Duke Energy Ohios proportionate share of certain generation and transmission facilities in Ohio, Kentucky and Indiana.

These Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States of America (U.S.) for interim financial information and with the instructions to
Form 10-Q and Regulation S-X. Accordingly, these Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for annual financial statements. Because the interim Consolidated Financial Statements and Notes
do not include all of the information and footnotes required by GAAP for annual financial statements, the Consolidated Financial Statements and other information included in this quarterly report should be read in conjunction with the Consolidated
Financial Statements and Notes in Duke Energy Ohios Form 10-K for the year ended December 31, 2007.

These Consolidated Financial
Statements reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present Duke Energy Ohio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, regulatory rulings, the timing of maintenance on electric generating units,
changes in mark-to-market valuations, changing commodity prices and other factors.

Use of Estimates. To conform to GAAP in the U.S.,
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.

Reclassifications. Certain prior period amounts on the Consolidated Balance Sheets have been reclassified in connection with the
adoption of Financial Accounting Standards Board (FASB) Staff Position (FSP) No. FIN 39-1, Amendment of FASB Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts, (FSP No. FIN 39-1) on January 1,
2008, as discussed below, the effects of which require retrospective application to the Consolidated Balance Sheets.

Netting of Cash Collateral
and Derivative Assets and Liabilities Under Master Netting Arrangements.On January 1, 2008, Duke Energy Ohio adopted FSP No. FIN 39-1. In accordance with FSP No. FIN 39-1, Duke Energy Ohio offsets fair value amounts (or amounts that
approximate fair value) recognized on its Consolidated Balance Sheets related to cash collateral amounts receivable or payable against fair value amounts recognized for derivative instruments executed with the same counterparty under the same master
netting agreement. Prior to the adoption of FSP No. FIN 39-1, Duke Energy Ohio offset the fair value amounts recognized for derivative instruments executed with the same counterparty under the same master netting agreement in accordance with FIN 39,
Offsetting of Amounts Related to Certain Contracts, but presented cash collateral on a gross basis within the Consolidated Balance Sheets. At June 30, 2008 and December 31, 2007, Duke Energy Ohio had receivables related
to the right to reclaim cash collateral of approximately $16 million and $5 million, respectively, and had payables related to obligations to return cash collateral of approximately $82 million and an insignificant amount, respectively, that have
been offset against net derivative positions in the Consolidated Balance Sheets. Duke Energy Ohio had insignificant cash collateral receivables and payables under master netting arrangements that have not been offset against net derivative
positions at June 30, 2008 or December 31, 2007.

Unbilled Revenue. Revenues on sales of electricity and gas are recognized when
either the service is provided or the product is delivered. Unbilled revenues are estimated by applying an average revenue per kilowatt hour or per thousand cubic feet (Mcf) for all customer classes to the number of estimated kilowatt hours or
Mcfs delivered but not billed. The amount of unbilled revenues can vary sig-



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##### Table of Contents

PART I

DUKE ENERGY OHIO, INC.

Notes To Unaudited Consolidated Financial Statements(Continued)



nificantly period to period as a result of factors including seasonality, weather, customer usage patterns and customer mix. Unbilled revenues, which are included in
Receivables on the Consolidated Balance Sheets, primarily relate to wholesale sales at Commercial Power and were approximately $57 million and $38 million at June 30, 2008 and December 31, 2007, respectively. Additionally, receivables for unbilled
revenues of approximately $104 million and $145 million at June 30, 2008 and December 31, 2007, respectively, related to retail accounts receivable at Duke Energy Ohio and Duke Energy Kentucky are included in the sales of accounts receivable to
Cinergy Receivables Company, LLC (Cinergy Receivables). Duke Energy Ohio and Duke Energy Kentucky sell, on a revolving basis, nearly all of their retail accounts receivable and related collections to Cinergy Receivables, a bankruptcy remote, special
purpose entity that is a wholly-owned limited liability company of Cinergy. The securitization transaction was structured to meet the criteria for sale treatment under Statement of Financial Accounting Standards (SFAS) No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities-a replacement of FASB Statement No. 125, and, accordingly, Cinergy does not consolidate Cinergy Receivables and the transfers of receivables are accounted
for as sales.

Other Regulatory Assets and Deferred Debits. The state of Ohio passed comprehensive electric deregulation legislation in 1999,
and in 2000, the Public Utilities Commission of Ohio (PUCO) approved a stipulation agreement relating to Duke Energy Ohios transition plan creating a Regulatory Transition Charge (RTC) designed to recover Duke Energy Ohios
generation-related regulatory assets and transition costs over a ten-year period beginning January 1, 2001 and ending December 2010. Accordingly, application of SFAS No. 71, Accounting for Certain Types of Regulation
(SFAS No. 71), was discontinued for the generation portion of Duke Energy Ohios business. Duke Energy Ohio has a RTC related regulatory asset balance of approximately $191 million and $239 million as of June 30, 2008 and
December 31, 2007, respectively, which is classified in Other Regulatory Assets and Deferred Debits on the Consolidated Balance Sheets.



2. Business Segments

Duke Energy Ohio operates the following business
segments, which are considered reportable business segments under SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information: Franchised Electric and Gas and Commercial Power. Duke Energy
Ohios chief operating decision maker regularly reviews financial information about each of these business segments in deciding how to allocate resources and evaluate performance. There is no aggregation within Duke Energy Ohios
reportable business segments.

Franchised Electric and Gas, which conducts operations primarily through Duke Energy Ohio and its wholly-owned
subsidiary Duke Energy Kentucky, generates, transmits, distributes and sells electricity in southwestern Ohio and northern Kentucky, as well as transports and sells natural gas in southwestern Ohio and northern Kentucky.

Commercial Power owns, operates and manages non-regulated power plants and engages in the wholesale marketing and procurement of electric power, fuel and emission
allowances related to these plants as well as other contractual positions. Commercial Powers generation asset fleet consists of Duke Energy Ohios non-regulated generation in Ohio and five Midwestern gas-fired non-regulated generation
assets that were transferred from Duke Energy in connection with Duke Energys merger with Cinergy in April 2006. Commercial Powers assets comprise approximately 7,600 megawatts of power generation primarily located in the Midwestern U.S.
The asset portfolio has a diversified fuel mix with baseload and mid-merit coal-fired units as well as combined cycle and peaking natural gas-fired units. Most of the generation asset output in Ohio has been contracted through the rate stabilization
plan (RSP) (see Note 10).

The remainder of Duke Energy Ohios operations is presented as Other. While it is not considered a business segment,
Other primarily includes certain allocated governance costs (see Note 8).

Duke Energy Ohios reportable segments offer different products and
services and are managed separately as business units. Accounting policies for Duke Energy Ohios segments are the same as those described in the Notes to the Consolidated Financial Statements in Duke Energy Ohios Annual Report on Form
10-K for the year ended December 31, 2007. Management evaluates segment performance based on earnings before interest and taxes from continuing operations (EBIT). On a segment basis, EBIT excludes discontinued operations and represents all
profits from continuing operations (both operating and non-operating and excluding corporate governance costs) before deducting interest and taxes.

Cash, cash equivalents, and short-term investments, if any, are managed centrally by Duke Energy, so the interest and dividend income on those balances are excluded from segment EBIT. Transactions between reportable segments, if any, are
included in segment EBIT.



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##### Table of Contents

PART I

DUKE ENERGY OHIO, INC.

Notes To Unaudited Consolidated Financial Statements(Continued)



Business Segment Data



|                                 |  |                         |       |                                                    |   |     |                             |  |   |    
|-------------------------------- |  | ----------------------- | ----- | -------------------------------------------------- | - | --- | --------------------------- |  | - | ---
|                                 |  | UnaffiliatedRevenues(a) |       | Segment EBIT/Consolidated IncomeBefore IncomeTaxes |   |     | DepreciationandAmortization
|                                 |  | (in millions)          
|Three Months Ended June 30, 2008 |  |                         |       |                                                    |   |     |                             |  |   |    
|Franchised Electric and Gas      |  | $                       | 341   |                                                    | $ | 41  |                             |  | $ | 58 
|Commercial Power                 |  |                         | 454   |                                                    |   | 242 |                             |  |   | 42 
|Total reportable segments        |  |                         | 795   |                                                    |   | 283 |                             |  |   | 100
|Other                            |  |                         |      |                                                    |   | (19 | )                           |  |   |   
|Interest expense                 |  |                         |      |                                                    |   | (23 | )                           |  |   |   
|Interest income and other        |  |                         |      |                                                    |   | 5   |                             |  |   |   
|Total consolidated               |  | $                       | 795   |                                                    | $ | 246 |                             |  | $ | 100
|                                
|Three Months Ended June 30, 2007 |  |                         |       |                                                    |   |     |                             |  |   |    
|Franchised Electric and Gas      |  | $                       | 341   |                                                    | $ | 50  |                             |  | $ | 54 
|Commercial Power                 |  |                         | 422   |                                                    |   | 67  |                             |  |   | 41 
|Total reportable segment         |  |                         | 763   |                                                    |   | 117 |                             |  |   | 95 
|Other                            |  |                         |      |                                                    |   | (21 | )                           |  |   |   
|Interest expense                 |  |                         |      |                                                    |   | (22 | )                           |  |   |   
|Interest income and other        |  |                         |      |                                                    |   | 7   |                             |  |   |   
|Total consolidated               |  | $                       | 763   |                                                    | $ | 81  |                             |  | $ | 95 
|                                
|Six Months Ended June 30, 2008   |  |                         |       |                                                    |   |     |                             |  |   |    
|Franchised Electric and Gas      |  | $                       | 940   |                                                    | $ | 138 |                             |  | $ | 116
|Commercial Power                 |  |                         | 846   |                                                    |   | 387 |                             |  |   | 83 
|Total reportable segment         |  |                         | 1,786 |                                                    |   | 525 |                             |  |   | 199
|Other                            |  |                         |      |                                                    |   | (37 | )                           |  |   |   
|Interest expense                 |  |                         |      |                                                    |   | (49 | )                           |  |   |   
|Interest income and other        |  |                         |      |                                                    |   | 13  |                             |  |   |   
|Total consolidated               |  | $                       | 1,786 |                                                    | $ | 452 |                             |  | $ | 199
|                                
|Six Months Ended June 30, 2007   |  |                         |       |                                                    |   |     |                             |  |   |    
|Franchised Electric and Gas      |  | $                       | 911   |                                                    | $ | 129 |                             |  | $ | 107
|Commercial Power                 |  |                         | 768   |                                                    |   | 80  |                             |  |   | 81 
|Total reportable segment         |  |                         | 1,679 |                                                    |   | 209 |                             |  |   | 188
|Other                            |  |                         |      |                                                    |   | (39 | )                           |  |   |   
|Interest expense                 |  |                         |      |                                                    |   | (45 | )                           |  |   |   
|Interest income and other        |  |                         |      |                                                    |   | 16  |                             |  |   |   
|Total consolidated               |  | $                       | 1,679 |                                                    | $ | 141 |                             |  | $ | 188
|                                



|(a) | There were no intersegment revenues for the three and six months ended June 30, 2008 and 2007.
|--- | ----------------------------------------------------------------------------------------------



Duke Energy Ohios chief operating decision maker does not regularly review any asset information at a business segment level in
deciding how to allocate resources.



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##### Table of Contents

PART I

DUKE ENERGY OHIO, INC.

Notes To Unaudited Consolidated Financial Statements(Continued)



Segment Assets



|                                              |  |               |        |                  |   |       
|--------------------------------------------- |  | ------------- | ------ | ---------------- | - | ------
|                                              |  | June 30,2008  |        | December 31,2007
|                                              |  | (in millions)
|Franchised Electric and Gas                   |  | $             | 5,463  |                  | $ | 5,530 
|Commercial Power                              |  |               | 6,361  |                  |   | 6,147 
|                                              |  |               |        |                  |   |       
|Total reportable segments/consolidated assets |  | $             | 11,824 |                  | $ | 11,677
|                                              |  |               |        |                  |   |       



3. Sales of Other Assets

For the three months ended June 30, 2008, the sale of other assets resulted in approximately $44 million in proceeds and net pre-tax gains of approximately $33
million recorded in Gains (Losses) on Sales of Other Assets and Other, net on the Consolidated Statements of Operations. For the six months ended June 30, 2008, the sale of other assets resulted in approximately $60 million in proceeds and net
pre-tax gains of approximately $46 million recorded in Gains (Losses) on Sales of Other Assets and Other, net on the Consolidated Statements of Operations. These amounts primarily relate to Commercial Powers sales of zero cost basis emission
allowances.

For the three months ended June 30, 2007, the sale of other assets resulted in approximately $2 million in proceeds and net pre-tax
gains of an insignificant amount recorded in Gains (Losses) on Sales of Other Assets and Other, net on the Consolidated Statements of Operations. For the six months ended June 30, 2007, the sale of other assets resulted in approximately
$24 million in proceeds and net pre-tax losses of approximately $11 million recorded in Gains (Losses) on Sales of Other Assets and Other, net on the Consolidated Statements of Operations. These amounts primarily relate to Commercial
Powers sales of emission allowances acquired in connection with Duke Energys merger with Cinergy in April 2006, which were written up to fair value as part of purchase accounting.



4. Inventory

Inventory consists primarily of coal held for electric generation, materials and supplies, and natural gas held in storage for transmission and sales commitments. Inventory is recorded primarily using the average cost method.



|                                  |  |               |     |                  |   |    
|--------------------------------- |  | ------------- | --- | ---------------- | - | ---
|                                  |  | June 30,2008  |     | December 31,2007
|                                  |  | (in millions)
|Coal held for electric generation |  | $             | 97  |                  | $ | 77 
|Materials and supplies            |  |               | 69  |                  |   | 66 
|Natural gas                       |  |               | 62  |                  |   | 69 
|                                  |  |               |     |                  |   |    
|Total inventory                   |  | $             | 228 |                  | $ | 212
|                                  |  |               |     |                  |   |    



5. Debt and Credit Facilities

Money Pool Arrangement. Duke Energy Ohio and its wholly-owned subsidiary, Duke Energy Kentucky, receive support for their short-term borrowing needs
through their participation with Duke Energy and other Duke Energy subsidiaries in a money pool arrangement. Under this arrangement, those companies with short-term funds may provide short-term loans to affiliates participating under this
arrangement. The money pool is structured such that Duke Energy Ohio and Duke Energy Kentucky separately manage their cash needs and working capital requirements. Accordingly, there is no net settlement of receivables and payables of Duke Energy
Ohio and Duke Energy Kentucky, as each of these entities independently participate in the money pool. As of June 30, 2008, Duke Energy Ohio had net receivables of approximately $6 million, which are classified within Receivables in the
accompanying Consolidated Balance Sheets, and Duke Energy Kentucky had net borrowings of approximately $8 million, which are classified within Notes payable in the accompanying Consolidated Balance Sheets. As of December 31, 2007, Duke Energy
Ohio and Duke Energy Kentucky had combined net borrowings of approximately $189 million, which are classified within Notes payable in the accompanying Consolidated Balance Sheets. During the six months ended June 30, 2008 and 2007, the $181
million decrease and $53 million increase in the money pool borrowings, respectively, are reflected in Notes payable to affiliate, net within Net cash used in financing activities on the Consolidated Statements of Cash Flows. During the six months
ended June 30, 2008, the $6 million increase in the money pool receivables is reflected in Other within Net cash used in investing activities on the Consolidated Statements of Cash Flows.



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DUKE ENERGY OHIO, INC.

Notes To Unaudited Consolidated Financial Statements(Continued)



At June 30, 2008 and December 31, 2007, approximately $96 million of certain pollution control bonds, which are short-term
obligations by nature, are classified as Long-term Debt on the Consolidated Balance Sheets due to Duke Energy Ohios intent and ability to utilize such borrowings as long-term financing. Duke Energys credit facilities with non-cancelable
terms in excess of one year as of the balance sheet date give Duke Energy Ohio the ability to refinance these short-term obligations on a long-term basis.

Available Credit Facilities and Restrictive Debt Covenants. In March 2008, Duke Energy entered into an amendment to its $2.65 billion master credit facility whereby the borrowing capacity was increased by $550 million to $3.2
billion. Pursuant to the amendment, the additional credit capacity of $550 million specifically increased the borrowing sub limit for Duke Energy Ohio (excluding Duke Energy Kentucky) by $250 million to $750 million. In May 2008, Duke Energy
reallocated the borrowing sub limits under the master credit facility and reduced Duke Energy Ohios borrowing sub limit by $50 million to $700 million. The borrowing sub limit of Duke Energy Kentucky did not change.

The amount available to Duke Energy Ohio and Duke Energy Kentucky under their sublimits to Duke Energys master credit facility is reduced by borrowings
through the money pool arrangement, issuances of letters of credit and other borrowings.

Duke Energys credit agreement contains various
financial and other covenants, including, but not limited to, a covenant regarding the debt-to-total capitalization ratio at Duke Energy, Duke Energy Ohio and Duke Energy Kentucky to not exceed 65%. Duke Energy Ohios debt agreements also
contain various financial and other covenants. Failure to meet these covenants beyond applicable grace periods could result in accelerated due dates and/or termination of the agreements. As of June 30, 2008, Duke Energy, Duke Energy Ohio and
Duke Energy Kentucky were in compliance with all covenants that would impact Duke Energy Ohios ability to borrow funds under its debt and credit facilities. In addition, some credit agreements may allow for acceleration of payments or
termination of the agreements due to nonpayment, or the acceleration of other significant indebtedness of the borrower or some of its subsidiaries. None of the debt or credit agreements contain material adverse change clauses.



6. Employee Benefit Obligations

Duke Energy Ohio participates in pension and other post-retirement benefit plans sponsored by Cinergy. Duke Energy Ohios net periodic benefit costs as
allocated by Cinergy were as follows:



|                                  |  |                            |   |                          |   |      |  |      |   |  |   |  
|--------------------------------- |  | -------------------------- | - | ------------------------ | - | ---- |  | ---- | - |  | - | -
|                                  |  | Three Months EndedJune 30, |   | Six Months EndedJune 30,
|                                  |  | 2008                       |   | 2007                     |   | 2008 |  | 2007
|                                  |  | (in millions)             
|Qualified Pension Benefits(a)     |  | $                          | 4 |                          | $ | 3    |  | $    | 6 |  | $ | 7
|Other Post-retirement Benefits(b) |  | $                          | 2 |                          | $ | 3    |  | $    | 5 |  | $ | 5



|(a) | These amounts exclude approximately $1 million and $4 million for the three months ended June 30, 2008 and 2007, respectively, and approximately $2 million and $7 million for the six
months ended June 30, 2008 and 2007, respectively, of regulatory asset amortization resulting from purchase accounting.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | These amounts exclude approximately $1 million for each of the three months ended June 30, 2008 and 2007, respectively, and approximately $1 million and $2 million for the six months
ended June 30, 2008 and 2007, respectively, of regulatory asset amortization resulting from purchase accounting.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Duke
Energys policy is to fund amounts for its U.S. qualified pension plans on an actuarial basis to provide assets sufficient to meet benefit payments to be paid to plan participants. Duke Energy did not require Duke Energy Ohio to make
contributions to the legacy Cinergy qualified or non-qualified pension plans during the three and six months ended June 30, 2008 and Duke Energy does not anticipate requiring Duke Energy Ohio to make contributions to the legacy Cinergy
qualified or non-qualified pension plans during the remainder of 2008. During the six months ended June 30, 2007, approximately $350 million of qualified pension plan contributions were made to the legacy Cinergy qualified pension plans, of
which approximately $83 million represents contributions made by Duke Energy Ohio. Additionally, Duke Energy Ohio participates in Cinergy sponsored employee savings plans that cover substantially all Duke Energy Ohio employees. Duke Energy Ohio made
its proportionate share of pre-tax employer matching contributions of approximately $2 million and $3 million during the three and six months ended June 30, 2008, respectively. Duke Energy Ohio made its proportionate share of pre-tax employer
matching contributions of approximately $1 million and $2 million during the three and six months ended June 30, 2007, respectively.



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PART I

DUKE ENERGY OHIO, INC.

Notes To Unaudited Consolidated Financial Statements(Continued)



7. Goodwill and Intangibles

Carrying Amount of Goodwill

The carrying amount of goodwill as of both June 30, 2008 and December 31, 2007 was $2,325 million, of which $1,188 million was
reflected in the Commercial Power segment and $1,137 million was reflected in the Franchised Electric and Gas segment.



Intangible Assets

The carrying amount and accumulated amortization of
intangible assets as of June 30, 2008 and December 31, 2007 are as follows:



|                                                        |  |               |      |   |                  |   |     |  
|------------------------------------------------------- |  | ------------- | ---- | - | ---------------- | - | --- | -
|                                                        |  | June 30,2008  |      |   | December 31,2007 |  
|                                                        |  | (in millions) |     
|Emission allowances                                     |  | $             | 338  |   |                  | $ | 365 |  
|Gas, coal, and power contracts                          |  |               | 271  |   |                  |   | 271 |  
|Other                                                   |  |               | 9    |   |                  |   | 9   |  
|                                                        |  |               |      |   |                  |   |     |  
|Total gross carrying amount                             |  |               | 618  |   |                  |   | 645 |  
|                                                        |  |               |      |   |                  |   |     |  
|Accumulated amortizationgas, coal, and power contracts |  |               | (99  | ) |                  |   | (89 | )
|Accumulated amortizationother                          |  |               | (5   | ) |                  |   | (5  | )
|                                                        |  |               |      |   |                  |   |     |  
|Total accumulated amortization                          |  |               | (104 | ) |                  |   | (94 | )
|                                                        |  |               |      |   |                  |   |     |  
|Total intangible assets, net                            |  | $             | 514  |   |                  | $ | 551 |  
|                                                        |  |               |      |   |                  |   |     |  

Emission allowances in the table above include emission allowances which were recorded at fair value on the
date of Duke Energys merger with Cinergy and emission allowances purchased by Duke Energy Ohio. Additionally, Duke Energy Ohio is allocated certain zero cost emission allowances on an annual basis. The carrying value of emission allowances
sold or consumed during the three months ended June 30, 2008 and 2007 were $26 million and $33 million, respectively. The carrying value of emission allowances sold or consumed during the six months ended June 30, 2008 and 2007 were $42
million and $100 million, respectively. See Note 3 for discussion of gains and losses on sales of emission allowances at Commercial Power during the three and six months ended June 30, 2008 and 2007.

Amortization expense for gas, coal and power contracts and other intangible assets for the three months ended June 30, 2008 and 2007 was approximately $4
million and $13 million, respectively. Amortization expense for gas, coal and power contracts and other intangible assets for the six months ended June 30, 2008 and 2007 was approximately $10 million and $25 million, respectively.

On July 11, 2008, the U.S. Court of Appeals for the District of Columbia issued a decision vacating
the Clean Air Interstate Rule (CAIR). See Note 11 for a discussion of the decision. Duke Energy Ohio is currently evaluating the effect of the decision on the carrying value of emission allowances held by its non-regulated
businesses. Based on current market prices for sulfur dioxide (SO2) allowances, and the uncertainty associated with future federal requirements to reduce emissions, management believes that it is possible that Duke Energy Ohio may
incur an impairment of the carrying value of emission allowances held by Commercial Power of up to $100 million in the third quarter of 2008. This current estimate is based on total allowances held by Commercial Power as of June 30, 2008
compared to amounts projected to be utilized in operations through 2037.



Intangible
Liabilities

In connection with the Duke Energy and Cinergy merger, Duke Energy Ohio recorded an intangible liability of approximately $113
million associated with the market based standard service offer (MBSSO) in Ohio, which is being recognized in earnings over the remaining regulatory period that ends on December 31, 2008. The carrying amount of this intangible liability was
approximately $34 million and $67 million at June 30, 2008 and December 31, 2007, respectively. Duke Energy Ohio also recorded approximately $56 million of intangible liabilities associated with other power sale contracts in connection
with the merger. The carrying amount of this intangible liability was approximately $19 million and $22 million at June 30, 2008 and December 31, 2007, respectively. During the three and six months ended June 30, 2008, Duke Energy
Ohio amortized approximately $18 million and $36 million, respectively, to income related to these intangible liabilities. During the three and six months ended June 30, 2007, Duke Energy Ohio amortized approximately $10 million



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DUKE ENERGY OHIO, INC.

Notes To Unaudited Consolidated Financial Statements(Continued)



and $14 million, respectively, to income related to these intangible liabilities. Intangible liabilities are classified as Other Deferred Credits and Other Liabilities
on the Consolidated Balance Sheets.



8. Related Party Transactions

Duke Energy Ohio engages in related party transactions, which are generally performed at cost and in accordance with the applicable state and federal commission
regulations. Balances due to or due from related parties included in the Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007 are as follows:



|                                                      |  |               |        |   |                  |   |        |  
|----------------------------------------------------- |  | ------------- | ------ | - | ---------------- | - | ------ | -
|                                                      |  | June 30,2008  |        |   | December 31,2007 |  
|                                                      |  | (in millions) |       
|Current assets due from affiliated companies(a)(b)    |  | $             | 44     |   |                  | $ | 58     |  
|Non-current assets due from affiliated companies(c)   |  | $             | 1      |   |                  | $ |       |  
|Current liabilities due to affiliated companies(a)(d) |  | $             | (308   | ) |                  | $ | (266   | )
|Net deferred tax liabilities to Duke Energy(a)(e)     |  | $             | (1,457 | ) |                  | $ | (1,401 | )



|(a) | Balances exclude assets or liabilities associated with accrued pension and other post-retirement benefits, Cinergy Receivables and money pool arrangements, all of which are discussed below.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Of the balance at June 30, 2008, approximately $36 million is classified as Receivables, approximately $7 million is classified as Other within Current Assets, and approximately $1
million is classified as Unrealized gains on mark-to-market and hedging transactions within Current Assets on the Consolidated Balance Sheets. The balance at December 31, 2007 is classified as Receivables on the Consolidated Balance Sheets.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | The balance at June 30, 2008 is classified as Unrealized gains on mark-to-market and hedging transactions within Investments and Other Assets on the Consolidated Balance Sheets.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Of the balance at June 30, 2008, approximately $(297) million is classified as Accounts payable and approximately $(11) million is classified as Taxes accrued on the Consolidated Balance
Sheets. Of the balance at December 31, 2007, approximately $(256) million is classified as Accounts payable and approximately $(10) million is classified as Taxes accrued on the Consolidated Balance Sheets.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | Of the balance at June 30, 2008, approximately $(1,465) million is classified as Deferred income taxes, approximately $(15) million is classified as Investment tax credits, and
approximately $23 million is classified as Other within Current Assets on the Consolidated Balance Sheets. Of the balance at December 31, 2007, approximately $(1,409) million is classified as Deferred income taxes, approximately $(16) million
is classified as Investment tax credits, and approximately $24 million is classified as Other within Current Assets on the Consolidated Balance Sheets.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Duke Energy Ohio is allocated its proportionate share of corporate governance and other costs by a consolidated affiliate of Duke Energy and a consolidated affiliate of Cinergy. Corporate governance and other shared services
costs are primarily allocations of corporate costs, such as human resources, legal and accounting fees, as well as other third party costs. The expenses associated with certain allocated corporate governance and other service costs for Duke Energy
Ohio, which are recorded in Operation, maintenance and other within Operating Expenses on the Consolidated Statements of Operations were approximately $59 million and $60 million for the three months ended June 30, 2008 and 2007, respectively,
and approximately $120 million and $116 million for the six months ended June 30, 2008 and 2007, respectively.

Duke Energy Ohio incurs expenses
related to its property insurance coverage through Bison Insurance Company Limited, Duke Energys wholly-owned captive insurance subsidiary. These expenses, which are recorded in Operation, maintenance and other within Operating Expenses on the
Consolidated Statements of Operations, were approximately $3 million and $10 million for the three months ended June 30, 2008 and 2007, respectively, and approximately $7 million and $14 million for the six months ended June 30, 2008 and
2007, respectively. Additionally, Duke Energy Ohio records income associated with the rental of office space to a consolidated affiliate of Duke Energy. Rental income was approximately $3 million for each of the three months ended June 30, 2008
and 2007, respectively, and approximately $5 million for each of the six months ended June 30, 2008 and 2007, respectively.

Duke Energy Ohio
participates in Cinergys qualified pension plan, non-qualified pension plan and other post-retirement benefit plans and is allocated its proportionate share of expenses associated with these plans (see Note 6). Additionally, Duke Energy Ohio
has been allocated accrued pension and other post-retirement benefit obligations from Cinergy of approximately $300 million at June 30, 2008 and approximately $266 million at December 31, 2007. These amounts have been classified in the
Consolidated Balance Sheets as follows:



|                                                        |  |               |     |                  |   |    
|------------------------------------------------------- |  | ------------- | --- | ---------------- | - | ---
|                                                        |  | June 30,2008  |     | December 31,2007
|                                                        |  | (in millions)
|Other current liabilities                               |  | $             | 5   |                  | $ | 5  
|Accrued pension and other post-retirement benefit costs |  | $             | 291 |                  | $ | 259
|Other deferred credits and other liabilities            |  | $             | 4   |                  | $ | 2  



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As discussed in Note 1, certain trade receivables have been sold by Duke Energy Ohio to Cinergy Receivables. The proceeds obtained
from the sales of receivables are largely cash, but do include a subordinated note from Cinergy Receivables for a portion of the purchase price. This subordinated note is classified as Receivables in the Consolidated Balance Sheets and was
approximately $107 million and $189 million, as of June 30, 2008 and December 31, 2007, respectively. The interest income associated with the subordinated note, which is recorded in Other Income and Expenses, net on the Consolidated
Statements of Operations, was approximately $4 million and $5 million for three months ended June 30, 2008 and 2007, respectively, and approximately $12 million and $13 million for the six months ended June 30, 2008 and 2007, respectively.

During the second quarter of 2007, Duke Energy Ohio received a $29 million capital contribution from its parent, Cinergy. Additionally, during the
second quarter of 2007, Duke Energy Ohio paid dividends to its parent, Cinergy, of $135 million.

As discussed further in Note 5, Duke Energy Ohio
participates in a money pool arrangement with Duke Energy and other Duke Energy subsidiaries. The expenses associated with money pool activity, which are recorded in Interest Expense on the Consolidated Statements of Operations, were an
insignificant amount and approximately $1 million for the three months ended June 30, 2008 and 2007, respectively, and approximately $1 million and $3 million for the six months ended June 30, 2008 and 2007, respectively.



9. Risk Management Instruments

As discussed in Note 1, on January 1, 2008, Duke Energy Ohio adopted FSP No. FIN 39-1. In accordance with FSP No. FIN 39-1, Duke Energy Ohio offsets fair
value amounts (or amounts that approximate fair value) recognized on its Consolidated Balance Sheets related to cash collateral amounts receivable or payable against fair value amounts recognized for derivative instruments executed with the same
counterparty under the same master netting agreement. Amounts presented in the table below exclude cash collateral amounts which are disclosed separately in Note 1.

The following table shows the carrying value of Duke Energy Ohios derivative portfolio as of June 30, 2008, and December 31, 2007.



Net Derivative Portfolio Assets (Liabilities) reflected in the Consolidated Balance Sheets:



|             |  |               |     |   |                  |   |     |  
|------------ |  | ------------- | --- | - | ---------------- | - | --- | -
|             |  | June 30,2008  |     |   | December 31,2007 |  
|             |  | (in millions) |    
|Hedging      |  | $             | (28 | ) |                  | $ | (23 | )
|Undesignated |  |               | 166 |   |                  |   | 7   |  
|             |  |               |     |   |                  |   |     |  
|Total        |  | $             | 138 |   |                  | $ | (16 | )
|             |  |               |     |   |                  |   |     |  

The amounts in the table above represent the combination of assets and (liabilities) for unrealized gains and
losses on mark-to-market and hedging transactions on Duke Energy Ohios Consolidated Balance Sheets.

The $159 million increase in the
undesignated derivative portfolio fair value is due primarily to unrealized mark-to-market gains within Commercial Power, primarily as a result of higher coal prices.

Commodity Cash Flow Hedges.As of June 30, 2008, approximately $45 million of the pre-tax unrealized net losses on derivative instruments related to commodity cash flow hedges included on the Consolidated Balance
Sheet in Accumulated Other Comprehensive Loss are expected to be recognized in earnings during the next 12 months as the hedged transactions occur. However, due to the volatility of the commodities markets, the corresponding values in Accumulated
Other Comprehensive Loss will likely change prior to their reclassification into earnings.

No gains or losses due to hedge ineffectiveness were
recorded during the three and six months ended June 30, 2008 and 2007, respectively. The amount recognized for transactions that no longer qualified as cash flow hedges was insignificant for the three and six months ended June 30, 2008 and
June 30, 2007, respectively.

See Note 12 for additional information related to the fair value of Duke Energy Ohios derivative instruments.



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10. Regulatory Matters

Regulatory Merger Approvals

On April 3, 2006, the merger between Duke Energy and Cinergy was consummated to create a newly formed company, Duke Energy Holding Corp.
(subsequently renamed Duke Energy Corporation). As a condition to the merger approval, the PUCO, and the Kentucky Public Service Commission (KPSC) required that certain merger related savings be shared with consumers in Ohio and Kentucky,
respectively. The commissions also required Duke Energy Ohio and Duke Energy Kentucky to meet additional conditions. Key elements of these conditions include:

| |  |  | The PUCO required that Duke Energy Ohio provide (i) a rate reduction of approximately $15 million for one year to facilitate economic development in a time of increasing
rates and market prices and (ii) a reduction of approximately $21 million to its gas and electric consumers in Ohio for one year, with both credits beginning January 1, 2006. During the first quarter of 2007, Duke Energy Ohio completed its
merger related rate reductions and filed a report with the PUCO to terminate the merger credit riders. Approximately $2 million of the rate reductions was passed through to customers during the six months ended June 30, 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | The KPSC required that Duke Energy Kentucky provide $8 million in rate reductions to its customers over five years, ending when new rates are established in the next rate
case after January 1, 2008. Approximately $1 million of the rate reduction was passed through to customers during the three and six months ended June 30, 2008, respectively. Approximately less than $1 million and $1 million of the rate
reduction was passed through to customers during the three and six months ended June 30, 2007, respectively.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | The FERC approved the merger without conditions.
| | - |  | ------------------------------------------------



Franchised Electric and Gas

Rate Related Information. The
KPSC approves rates for retail electric and gas services within the Commonwealth of Kentucky. The PUCO approves rates and market prices for retail gas and electric service within the state of Ohio, except that non-regulated sellers of gas and
electric generation also are allowed to operate in Ohio (see Commercial Power below). The FERC approves rates for electric sales to wholesale customers served under cost-based rates.

Duke Energy Ohio Electric Rate Filings. Duke Energy Ohio operates under a RSP, a MBSSO approved by the PUCO in November 2004. In March 2005, the
Office of the Ohio Consumers Council (OCC) appealed the PUCOs approval of the MBSSO to the Supreme Court of Ohio which issued its decision in November 2006. It upheld the MBSSO in virtually every respect but remanded to the PUCO on two
issues. The Supreme Court of Ohio ordered the PUCO to support a certain portion of its order with reasoning and record evidence and to require Duke Energy Ohio to disclose certain confidential commercial agreements with other parties previously
requested by the OCC. Duke Energy Ohio has complied with the disclosure order.

In October 2007, the PUCO issued its ruling affirming the MBSSO, with
certain modifications, and maintaining the current price. The ruling provided for continuation of the existing rate components, including the recovery of costs related to new pollution control equipment and capacity costs associated with power
purchase contracts to meet customer demand, but provided customers an enhanced opportunity to avoid certain pricing components if they are served by a competitive supplier. The ruling also attempted to modify the statutory requirement that Duke
Energy Ohio transfer its generating assets to an exempt wholesale generator (EWG) and ordered Duke Energy Ohio to retain ownership for the remainder of the RSP period. The ruling also incorrectly implied that Duke Energy Ohios nonresidential
RTC will terminate at the end of 2008. On November 23, 2007, Duke Energy Ohio filed an application for rehearing on the portions of the PUCOs ruling relating to whether certain pricing components may be avoided by customers, the right to
transfer generating assets, and the termination date of the RTC. On December 19, 2007, the PUCO issued its Entry on Rehearing granting in part and denying in part Duke Energy Ohios Application for Rehearing. Among other things, the PUCO
modified and clarified the applicability of various rate riders during customer shopping situations. It also clarified that the residential RTC terminates at the end of 2008 and that the nonresidential RTC terminates at the end of 2010 and
agreed to give further consideration to whether Duke Energy Ohio may transfer its generating assets to an EWG.

On February 15, 2008, Duke Energy
Ohio filed a notice of appeal with the Ohio Supreme Court challenging a portion of the PUCOs decision on remand regarding Duke Energy Ohios RSP. The October 2007 order permits non-residential customers to avoid certain charges associated
with the costs of Duke Energy Ohio standing ready to serve such customers if they return after being served by another supplier. Duke Energy Ohio believes the PUCO exceeded its authority in modifying the charges that may be avoided, resulting in



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Duke Energy Ohio having to subsidize Ohios competitive electric market. Duke Energy Ohio has asked the Ohio Supreme Court to reverse the PUCO ruling and require
that non-residential customers pay the charges associated with Duke Energy Ohio standing ready to serve them should they return from a competitive supplier. On March 28, 2008, Duke Energy Ohio voluntarily withdrew its appeal. The OCC filed
a notice of appeal challenging the PUCOs October 2007 decision as unlawful and unreasonable. The OCC and Ohio Partners for Affordable Energy (OPAE) also filed appeals from the PUCOs November 20, 2007 order approving Duke Energy
Ohios MBSSO riders. Duke Energy Ohio has intervened in each appeal. Pending the Ohio Supreme Courts consideration of its initial appeal, the OCC requested that the PUCO stay implementation of the Infrastructure Maintenance Fund charge to
be collected from customers approved in the October 2007 order. The Commission denied the OCCs request and the OCC filed a similar request with the Ohio Supreme Court. On July 9, 2008, the court denied the OCCs request to stay
implementation of the Infrastructure Maintenance Fund. On April 30, 2008, the Ohio Supreme Court granted Duke Energy Ohios motion to intervene in the OCCs appeal. At this time, Duke Energy Ohio cannot predict whether the Ohio
Supreme Court will reverse the PUCOs decision. Additionally, Duke Energy Ohio cannot predict the outcome of the MBSSO rider appeal; however, Duke Energy Ohio does not anticipate the resolution of this matter will have a material impact on its
results of operations, cash flows or financial position.

New legislation (SB 221) was passed on April 23, 2008 and signed by the Governor of
Ohio on May 1, 2008. The new law codifies the PUCOs authority to approve an electric utilitys standard service offer through an electric security plan (ESP), which would allow for pricing structures similar to the current MBSSO.
Electric utilities are required to file an ESP and may also file an application for a market rate option at the same time. The market rate option is a price determined through a competitive bidding process. If a market rate option price is approved,
the utility would blend in the MBSSO or ESP price with the market rate option price over a six- to ten-year period, subject to the PUCOs discretion. SB 221 provides for the PUCO to approve non-by-passable charges for new generation, including
construction work-in-process from the outset of construction, as part of an ESP. The new law grants the PUCO discretion to approve single issue rate adjustments to distribution and transmission rates and establishes new alternative energy resources
(including renewable energy) portfolio standards, such that the utilitys portfolio must consist of at least 25% of these resources by 2025. SB 221 also provides a separate requirement for energy efficiency, which must reduce 22% of the
utilitys load by 2025. The utilitys earnings under the ESP can be subject to an annual earnings test and the PUCO must order a refund if it finds that the utilitys earnings significantly exceed the earnings of benchmark companies
with similar business and financial risks. The earnings test acts as a cap to the ESP price. SB 221 also limits the ability of a utility to transfer its dedicated generating assets to an EWG absent PUCO approval.

On July 31, 2008, Duke Energy Ohio filed its ESP, a new generation pricing formula to be effective January 1, 2009, when the current RSP is scheduled to
expire. Among other things, the plan provides pricing mechanisms for compensation related to the advanced energy, including renewables and energy efficiency portfolio standards established by SB 221. At this time, Duke Energy Ohio cannot predict the
outcome of this proceeding.

Duke Energy Ohio Gas Rate Case. In July 2007, Duke Energy Ohio filed an application with the PUCO for an
increase in its base rates for gas service. Duke Energy Ohio sought an increase of approximately $34 million in revenue, or approximately 5.7%, to be effective in the spring of 2008. The application also requested approval to continue tracker
recovery of costs associated with the accelerated gas main replacement program. The staff of the PUCO issued a Staff Report in December 2007 recommending an increase of approximately $14 million to $20 million in revenue. The Staff Report also
recommended approval for Duke Energy Ohio to continue tracker recovery of costs associated with the accelerated gas main replacement program. On February 28, 2008, Duke Energy Ohio reached a settlement agreement with the PUCO Staff and all of
the intervening parties on its request for an increase in natural gas base rates. The settlement called for an annual revenue increase of approximately $18 million in base revenue, or 3% over current revenue, permitted continued recovery of costs
through 2018 for Duke Energy Ohios accelerated gas main replacement program and permitted recovery of carrying costs on gas stored underground via its monthly gas cost adjustment filing. The settlement did not resolve a proposed rate design
for residential customers, which involved moving more of the fixed charges of providing gas service, such as capital investment in pipes and regulating equipment, billing and meter reading, from the per unit charges to the monthly charge. On
May 28, 2008, the PUCO approved the settlement in its entirety and the proposed rate design. On June 28, 2008, the OCC and OPAE filed Applications for Rehearing opposing the rate design. On July 23, 2008, the Ohio Commission issued an
Entry denying the rehearing requests of OCC and OPAE. Duke Energy Ohio does not anticipate the resolution of this matter will have a material impact on its results of operations, cash flows or financial position.



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Duke Energy Ohio Electric Distribution Rate Case. On June 25, 2008, Duke Energy Ohio filed notice
with the PUCO that it will seek a rate increase for electric delivery service of approximately $86 million, or 4.8% on total electric revenues, to be effective in the second quarter of 2009. Among other things, the rate request includes a proposal
to increase the monthly residential customer charge from $4.50 to $10, with an offsetting reduction in the usage-based charge. This change in rate design will make customer bills more even throughout the year. Duke Energy Ohio also proposes a
distribution modernization tracker that would allow smaller annual increases to reflect increased investment in the delivery system. It would also facilitate the move to a SmartGrid, which would create an interactive delivery system that provides
enhanced system maintenance and automatic meter reading, eliminating the need for estimated meter readings and inside meter reading. SmartGrid technology will also provide customers with real-time usage information to help customers monitor and
control their energy usage.

Duke Energy Kentucky Gas Rate Cases. In 2002, the KPSC approved Duke Energy Kentucky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 certain costs including depreciation and a rate of return
on the programs capital expenditures. The Kentucky Attorney General appealed to the Franklin Circuit Court the KPSCs approval of the tracking mechanism as well as the KPSCs subsequent approval of annual rate adjustments under this
tracking mechanism. In 2005, both Duke Energy Kentucky and the KPSC requested that the court dismiss these cases.

In February 2005, Duke Energy
Kentucky 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 recovery of the current cost of the
accelerated gas main replacement program in base rates. In December 2005, the KPSC approved an annual rate increase of $8 million and re-approved the tracking mechanism through 2011. In February 2006, the Kentucky Attorney General appealed the
KPSCs order to the Franklin Circuit Court, claiming that the order improperly allows Duke Energy Kentucky to increase its rates for gas main replacement costs in between general rate cases, and also claiming that the order improperly allows
Duke Energy Kentucky to earn a return on investment for the costs recovered under the tracking mechanism which permits Duke Energy Kentucky to recover its gas main replacement costs.

In August 2007, the Franklin Circuit Court consolidated all the pending appeals and ruled that the KPSC lacks legal authority to approve the gas main replacement
tracking mechanism, and any other annual rate adjustments under the tracking mechanism. To date, Duke Energy Kentucky has collected approximately $9 million in annual rate adjustments under the tracking mechanism. Duke Energy Kentucky and the KPSC
have appealed these cases to the Kentucky Court of Appeals and Duke Energy Kentucky continues to utilize tracking mechanisms in its billed rates to customers. At this time, Duke Energy Kentucky cannot predict the outcome of these proceedings.

Energy Efficiency.On July 11, 2007, the PUCO approved Duke Energy Ohios Demand Side Management/Energy
Efficiency Program (DSM Program). The DSM Program consists of ten residential and two commercial programs. Implementation of the programs has begun. The programs were first proposed in 2006 and were endorsed by the Duke Energy Community Partnership,
which is a collaborative group made up of representatives of organizations interested in energy conservation, efficiency and assistance to low-income customers. The programs costs will be recouped through a cost recovery mechanism that will be
adjusted annually to reflect the previous years activity. Duke Energy Ohio is permitted to recover lost revenues, program costs and shared savings (once the programs reach 65% of the targeted savings level) through the cost recovery mechanism
based upon impact studies to be provided to the Staff of the PUCO.

On November 15, 2007, Duke Energy Kentucky filed its annual application to
continue existing energy efficiency programs, consisting of nine residential and two commercial and industrial programs, and to true-up its gas and electric tracking mechanism for recovery of lost revenues, program costs and shared savings. On
February 11, 2008, Duke Energy Kentucky filed a motion to amend its energy efficiency programs and applied to reinstitute a low income Home Energy Assistance Program. The KPSC bifurcated the proposed Home Energy Assistance Program from the
other energy efficiency programs. On May 14, 2008, the KPSC approved the energy efficiency programs. An order on the Home Energy Assistance Program is expected in the third quarter of 2008.



Other Matters

Ohio Riser Leak Investigation. In April 2005, the PUCO issued an order opening a statewide investigation into riser leaks in gas pipeline systems throughout Ohio. The investigation followed four
explosions since 2000 caused by gas riser leaks, including an April 2000 explosion in Duke Energy Ohios service area. In November 2006, the PUCO Staff released the expert report, which concluded that certain types of risers are prone to leaks
under various conditions, including over-tightening during initial installation. The PUCO Staff



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recommended that natural gas companies continue to monitor the situation and study the cause of any further riser leaks to determine whether further remedial action is
warranted. Duke Energy Ohio has approximately 87,000 of these risers on its distribution system. If the PUCO orders natural gas companies to replace all of these risers, Duke Energy Ohio estimates a replacement cost of approximately $40 million. As
part of the rate case filed in July 2007 (see Duke Energy Ohio Gas Rate Case above), Duke Energy Ohio requested approval from the PUCO to accelerate its riser replacement program. The riser replacement program is contained in the
settlement reached with all interveners and will be completed at the end of 2012.

Ohio Smart Metering Evaluation.In
December 2005, the PUCO initiated an investigation into implementing certain provisions of the Energy Policy Act of 2005, including whether to adopt a statewide standard for implementing smart metering. After an investigation, the PUCO issued a
March 2007 order requiring all electric utilities to offer tariffs to all customer classes which are differentiated, at a minimum, based on on-peak and off-peak wholesale price periods. The PUCO noted that time-of-use meters should be available for
customers subscribing to these tariffs. The order instructed PUCO Staff to conduct workshop meetings to study the costs/benefits of deploying smart metering. These workshop meetings are in progress. At this time, Duke Energy Ohio cannot predict the
outcome of this proceeding.

FERC 203 Application. On April 23, 2008, Duke Energy Ohio and certain affiliates filed
an application with the FERC requesting approval to transfer Duke Energy Ohios electric generating facilities, some of which are designated to serve Ohio customers, to affiliate companies. The affiliate companies would be consolidated by Duke
Energy, but may not be consolidated by Duke Energy Ohio. The FERC filing, if approved, does not obligate Duke Energy to make the transfer of the electric generating facilities, and management is in the process of evaluating the potential transfer.
Management believes the proposed asset transfer could provide greater financial flexibility for the assets. The asset transfer complies with Duke Energy Ohios Corporate Separation Plan that was amended by the PUCO in 2007. As previously
discussed, SB 221 limits the ability of a utility to transfer its designated generating assets to an EWG absent PUCO approval. The filing does not impact Duke Energy Ohios current rates.

Midwest Independent Transmission System Operator, Inc. (Midwest ISO) Resource Adequacy Filing. On December 28, 2007, the Midwest
ISO filed its Electric Tariff Filing Regarding Resource Adequacy in compliance with the FERCs request of Midwest ISO to file Phase II of its long-term Resource Adequacy plan by December 2007. The proposal includes establishment of a resource
adequacy requirement in the form of planning reserve margin. On March 26, 2008, the FERC ruled on the Midwest ISOs Resource Adequacy filing and ordered that the new Module E tariff be effective March 27, 2008. This action established
a Midwest ISO-wide resource adequacy requirement for the first Planning Year, which begins June 2009. In the Order, the FERC, among other things, clarified that States have the authority to set their own Planning Reserve Margins, as long as they are
not inconsistent with any reliability standard approved by the FERC. Duke Energy Ohio does not believe the resource adequacy requirement will have a material impact on its consolidated results of operations, cash flows or financial position.

Midwest ISOs Establishment of an Ancillary Services Market. On February 25, 2008, the FERC conditionally
accepted the Midwest ISO proposal to implement a day-ahead and real-time ancillary services market (ASM), including a scarcity pricing proposal. By approving the ASM proposal, the FERC essentially approved the transfer and consolidation of Balancing
Authority for the entire Midwest ISO area. This will allow the Midwest ISO to determine operating reserve requirements and procure operating reserves from all qualified resources from an organized market, in place of the current system of local
management and procurement of reserves by the 24 Balancing Authorities. The Midwest ISO has delayed the ASM launch date until September 9, 2008. At this time, Duke Energy Ohio does not believe the establishment of the Midwest Ancillary Services
Market will have a material impact on its consolidated results of operations, cash flows or financial position.

PJM Interconnection
Reliability Pricing Model (RPM) Buyers Complaint.On May 30, 2008, a group of public utility commissions, state consumer counsels, industrial power customers and load serving entities, known collectively as the RPM Buyers,
filed a complaint at FERC. The complaint asks FERC to find that the results of the three transitional base residual auctions conducted by PJM to procure capacity for its RPM capacity market during the years 2008-2011 are unjust and unreasonable
because, allegedly, they have produced excessive capacity prices, have failed to prevent suppliers from exercising market power, and have not produced benefits commensurate with costs. In their complaint, the RPM Buyers propose revised,
administratively determined auction clearing prices. Certain Duke Energy Ohio revenues are at risk, as Duke Energy Ohio planned to supply capacity to this market. On July 11, 2008 Duke filed a response to the complaint with the FERC. At this
time, Duke Energy Ohio cannot predict the outcome of this proceeding.



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Commercial Power

Reported results for
Commercial Power are subject to volatility due to the over- or under-collection of certain costs, including fuel and purchased power, since Commercial Power is not subject to regulatory accounting pursuant to SFAS No. 71. In addition,
Commercial Power could be impacted by certain of the regulatory matters discussed above, including the Duke Energy Ohio electric rate filings.



11. Commitments and Contingencies



Environmental

Duke Energy Ohio is subject to federal, state and local regulations regarding air and water quality,
hazardous and solid waste disposal and other environmental matters. These regulations can be changed from time to time, imposing new obligations on Duke Energy Ohio.

Remediation Activities. Duke Energy Ohio and its affiliates are responsible for environmental remediation at various contaminated sites. These include some properties that are part of ongoing Duke
Energy Ohio operations, sites formerly owned or used by Duke Energy Ohio entities, and sites owned by third parties. Remediation typically involves management of contaminated soils and may involve groundwater remediation. Managed in conjunction with
relevant federal, state and local agencies, activities vary with site conditions and locations, remedial requirements, complexity and sharing of responsibility. If remediation activities involve statutory joint and several liability provisions,
strict liability, or cost recovery or contribution actions, Duke Energy Ohio or its affiliates could potentially be held responsible for contamination caused by other parties. In some instances, Duke Energy Ohio may share liability associated with
contamination with other potentially responsible parties, and may also benefit from insurance policies or contractual indemnities that cover some or all cleanup costs. All of these sites generally are managed in the normal course of business or
affiliate operations. Duke Energy Ohio believes that completion or resolution of these matters will have no material adverse effect on its consolidated results of operations, cash flows or financial position.

Clean Water Act 316(b). The U.S. Environmental Protection Agency (EPA) finalized its cooling water intake structures rule in
July 2004. The rule established 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. Three of six coal-fired generating facilities in which Duke Energy Ohio is either a whole or partial owner are affected sources under that rule. On January 25, 2007, the U.S. Court of Appeals for the Second Circuit issued its opinion
in Riverkeeper, Inc. v. EPA, Nos. 04-6692-ag(L) et. al. (2d Cir. 2007) remanding most aspects of the EPAs rule back to the agency. The court effectively disallowed those portions of the rule most favorable to industry, and the decision
creates a great deal of uncertainty regarding future requirements and their timing. On April 14, 2008, the U.S. Supreme Court issued an order granting review of the case and briefs were filed on July 14, 2008. A decision is not likely
until 2009. If the Supreme Court upholds the lower court decision, it is expected that costs will increase as a result of the courts decision, although Duke Energy Ohio is unable to estimate its costs to comply.

Clean Air Interstate Rule (CAIR). The EPA finalized its CAIR in May 2005. The
CAIR was to have limited total annual and summertime nitrogen oxides (NOx) emissions and annual SO2 emissions from electric generating facilities across the Eastern U.S. through a two-phased cap-and-trade program. Phase 1 was
to begin in 2009 for NOx and in 2010 for SO2. Phase 2 was to begin in 2015 for both NOx and SO2. On March 25, 2008, the U.S. Court of Appeals for the District of Columbia (D.C. Circuit) heard oral
argument in a case involving multiple challenges to the CAIR. Nearly all aspects of the rule were challenged, but Duke Energy challenged only the portions pertaining to SO2 allowance allocations. On July 11, 2008, the D.C. Circuit
issued its decision in North Carolina v. EPA No. 05-1244 vacating the CAIR. The EPA has until August 25, 2008 to appeal the decision. The D.C. Circuits decision creates uncertainty regarding future NOx and
SO2 emission reductions requirements and their timing. Although as a result of the decision there may be a delay in the timing of federal requirements to reduce emissions, it is expected that electric sector emission reductions at least
as stringent as those imposed by CAIR will be required in the near future, through new federal rules and/or individual state requirements. CAIR remains in effect until the Court issues its mandate, which will not be before the period for petitions
for rehearing runs. Duke Energy Ohios plan had been to spend approximately $150 million between 2008 and 2012 to comply with Phase 1 of CAIR at plants that Duke Energy Ohio owns or partially owns but does not operate. It has not been
determined how the courts decision will affect these planned expenditures. Duke Energy Ohio did not expect to incur any significant costs for complying with Phase 2 of CAIR. Duke Energy Ohio receives partial recovery of depreciation and
financing costs related to environmental compliance projects for 2005-2008 through its RSP (see Note 10).



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Duke Energy Ohio is unable to estimate the costs to comply with any new rule EPA may issue as a result of this decision. See Note 7
for a discussion of the potential impact of the D.C. Circuit Courts decision to vacate CAIR on the carrying value of emission allowances.

Clean Air Mercury Rule (CAMR). The EPA finalized its CAMR in May 2005. The CAMR was to have limited total annual mercury emissions from coal-fired power plants across the U.S. through a two-phased cap-and-trade
program beginning in 2010. On February 8, 2008, the D.C. Circuit issued its opinion in New Jersey v. EPA, No. 05-1097 vacating the CAMR. Requests for rehearing were denied. Parties have until August 18, 2008 to request U.S.
Supreme Court review of the D.C. Circuits decision. The D.C. Circuits decision creates uncertainty regarding future mercury emission reduction requirements and their timing, but makes it fairly certain that there will be a delay in the
implementation of federal mercury requirements for existing coal-fired power plants. At this point, Duke Energy Ohio is unable to estimate the costs to comply with any future mercury regulations that might result from the D.C. Circuits
decision.

Coal Combustion Product (CCP) Management. Duke Energy Ohio currently estimates that it will spend approximately
$95 million over the period 2008-2012 to install synthetic caps and liners at existing and new CCP landfills and to convert CCP handling systems from wet to dry systems.

Zimmer Generating Station Clean Air Act Notice of Violation/Finding of Violation.
On March 10, 2008, the EPA issued a Clean Air Act Notice of Violation/Finding of Violation (NOV/FOV) asserting noncompliance with SO2 emission limits, opacity standards, and permitting requirements at Duke Energy Ohios Zimmer
Generating Station. The NOV/FOV also asserts that a Prevention of Significant Deterioration (PSD) permit should have been obtained for the installation in 2004 of a pollution control project in order to comply with the EPAs regional
cap-and-trade program for NOx emissions. Duke Energy Ohio disputes the legal and factual basis for the NOV/FOV. Duke Energy Ohio is unable to predict at this time what, if any, remedies or potential penalties may result from the NOV/FOV.

Extended Environmental Activities and Accruals. Included in Other within Deferred Credits and Other Liabilities on the
Consolidated Balance Sheets were total accruals related to extended environmental-related activities of approximately $8 million as of both June 30, 2008 and December 31, 2007, respectively. These accruals represent Duke Energy Ohios
provisions for costs associated with remediation activities at some of its current and former sites, as well as other relevant environmental contingent liabilities. Duke Energy Ohio believes that completion or resolution of these matters will have
no material impact on its consolidated results of operations, cash flows or financial position.



Litigation

New Source Review (NSR). In
1999-2000, the U.S. Department of Justice, acting on behalf of the EPA and joined by various citizen groups and states, filed a number of complaints and notices of violation against multiple utilities across the country for alleged violations of the
NSR provisions of the Clean Air Act (CAA). Generally, the government alleges that projects performed at various coal-fired units were major modifications, as defined in the CAA, and that the utilities violated the CAA when they undertook those
projects without obtaining permits and installing the best available emission controls for SO2, NOx and particulate matter. The complaints seek injunctive relief to require installation of pollution control technology on
various allegedly violating generating units, and unspecified civil penalties in amounts of up to $32,500 per day for each violation. Two of Duke Energy Ohios plants have been subject to these allegations. Duke Energy Ohio asserts that there
were no CAA violations because the applicable regulations do not require permitting in cases where the projects undertaken are routine or otherwise do not result in a net increase in emissions.

In November 1999, the U.S. brought a lawsuit in the U.S. Federal District Court for the Southern District of Indiana against Duke Energy Ohio alleging various
violations of the CAA at Duke Energy Ohios W.C. Beckjord and Miami Fort Stations. Three northeast states and two environmental groups have intervened in the case. A jury trial commenced on May 5, 2008 and jury verdict was returned on
May 22, 2008. The jury found in favor of Cinergy, Duke Energy Ohio and Duke Energy Indiana, Inc. on all but three units at Wabash River. The remedy phase of the case is expected to commence in December 2008. Based on previous rulings by the
judge in this case, the Wabash River units are not subject to civil penalties; and therefore, the remedy phase will address only the appropriate injunctive relief. Additionally, the plaintiffs had claimed that Duke Energy Ohio violated an
Administrative Consent Order entered into in 1998 between the EPA and Cinergy relating to alleged violations of Ohios State Implementation Plan (SIP) provisions governing particulate matter at Duke Energy Ohios W.C. Beckjord Station. The
judge previously granted summary judgment against Duke Energy Ohio with respect to this allegation and it will be considered during the December 2008 remedy phase as well.

Duke Energy Ohio has been informed by Dayton Power and Light (DP&L) that in June 2000, the EPA issued a NOV to DP&L for alleged violations of CAA requirements at a station operated by DP&L and jointly-owned by
DP&L, Columbus Southern Power Company



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(CSP), and Duke Energy Ohio. The NOV indicated the EPA may issue an order requiring compliance with the requirements of the Ohio SIP, or 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 Duke Energy Ohio, DP&L and CSP for alleged violations of the CAA at this same
generating station. Trial of this case was originally scheduled to commence in August 2008, however, the parties have reached an agreement in principle to settle this matter, subject to the execution of a definitive agreement, which is currently
being negotiated, and court approval. The proposed settlement will not have a material adverse effect on Duke Energy Ohios consolidated results of operations, cash flows or financial position.

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, 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 Federal Implementation Plan
(FIP), that would address the air quality concerns from neighboring states. On April 28, 2006, the EPA denied North Carolinas petition based upon the final CAIR FIP described above. North Carolina has filed a legal challenge to the
EPAs denial. At this time, Duke Energy Ohio cannot predict the outcome of this proceeding.

Carbon Dioxide (CO2) Litigation. 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 U.S. 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. A similar
lawsuit was filed in the U.S. 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 CO2emissions 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 arguments were held before the Second Circuit Court of
Appeals on June 7, 2006. It is not possible to predict with certainty whether Duke Energy Ohio will incur any liability or to estimate the damages, if any, that Duke Energy Ohio might incur in connection with this matter.

Zimmer Generating Station (Zimmer Station) Lawsuit. In November 2004, a citizen of the Village of Moscow, Ohio, the town adjacent to
Duke Energy Ohios Zimmer Station, brought a purported class action in the U.S. District Court for the Southern District of Ohio seeking monetary damages and injunctive relief against Duke Energy Ohio 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. On December 28, 2006, the District Court certified this case as a class action. Discovery in the case continues. At this time, Duke Energy Ohio cannot predict whether the outcome
of this matter will have a material impact on its consolidated results of operations, cash flows or financial position. Duke Energy Ohio intends to defend this lawsuit vigorously in court.

Hurricane Katrina Lawsuit. In April 2006, Cinergy was named in the third amended complaint of a purported class action lawsuit filed in
the U.S. District Court for the Southern District of Mississippi. Plaintiffs claim that Cinergy, along with numerous other utilities, oil companies, coal companies and chemical companies, are liable for damages relating to losses suffered by victims
of Hurricane Katrina. Plaintiffs claim that defendants greenhouse gas emissions contributed to the frequency and intensity of storms such as Hurricane Katrina. On August 30, 2007, the court dismissed the case. The plaintiffs have filed
their appeal to the Fifth Circuit Court of Appeals and oral argument was heard on August 6, 2008. It is not possible to predict with certainty whether Duke Energy Ohio will incur any liability or to estimate the damages, if any, that Duke
Energy Ohio might incur in connection with this matter.

Ohio Antitrust Lawsuit. In January 2008, four plaintiffs,
including individual, industrial and non-profit customers, filed a lawsuit against Duke Energy Ohio in federal court in the Southern District of Ohio. Plaintiffs allege that Duke Energy Ohio (then The Cincinnati Gas & Electric Company
(CG&E)), conspired to provide inequitable and unfair price advantages for certain large business consumers by entering into non-public option agreements with such consumers in exchange for their withdrawal of challenges to Duke Energy
Ohios (then CG&Es) pending RSP, which was implemented in early 2005. Duke Energy Ohio denies the allegations made in the lawsuit. Following Duke Energy Ohios filing of a motion to dismiss plaintiffs claims, plaintiffs
amended their complaint on May 30, 2008. Plaintiffs now contend that the contracts at issue were an illegal rebate which violate antitrust and RICO statutes. Defendants have again moved to



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dismiss the claims. It is not possible to predict with certainty whether Duke Energy Ohio will incur any liability or to estimate the damages, if any, that Duke Energy
Ohio might incur in connection with this matter.

Asbestos-related Injuries and Damages Claims. Duke Energy Ohio has been
named as a defendant or co-defendant in lawsuits related to asbestos at its electric generating stations. The impact on Duke Energy Ohios consolidated results of operations, cash flows or financial position of these cases to date has not been
material. Based on estimates under varying assumptions concerning uncertainties, such as, among others: (i) the number of contractors potentially exposed to asbestos during construction or maintenance of Duke Energy Ohios 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, Duke Energy Ohio estimates that the range
of reasonably possible exposure in existing and future suits over the foreseeable future is not material. This estimated range of exposure may change as additional settlements occur and claims are made and more case law is established.

Other Litigation and Legal Proceedings. Duke Energy Ohio and its subsidiaries are involved in other legal, tax and regulatory
proceedings arising in the ordinary course of business, some of which involve substantial amounts. Duke Energy Ohio believes that the final disposition of these proceedings will not have a material adverse effect on its consolidated results of
operations, cash flows or financial position.

Duke Energy Ohio has exposure to certain legal matters that are described herein. As of June 30,
2008 and December 31, 2007, Duke Energy Ohio has recorded insignificant reserves for these proceedings and exposures. Duke Energy Ohio expenses legal costs related to the defense of loss contingencies as incurred.



Other Commitments and Contingencies

General. Duke Energy Ohio enters into various fixed-price, non-cancelable commitments to purchase or sell power (tolling arrangements or
power purchase contracts) that may or may not be recognized on the Consolidated Balance Sheets.



12. Fair Value of Financial Assets and Liabilities

On January 1, 2008, Duke Energy Ohio adopted SFAS No. 157, Fair
Value Measurements (SFAS No. 157). Duke Energy Ohios adoption of SFAS No. 157 is currently limited to financial instruments and to non-financial derivatives as, in February 2008, the FASB issued FSP No. 157-2,
which delayed the effective date of SFAS No. 157 for one year for non-financial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. There was no cumulative
effect adjustment to retained earnings for Duke Energy Ohio as a result of the adoption of SFAS No. 157.

SFAS No. 157 defines fair value,
establishes a framework for measuring fair value in GAAP and expands disclosure requirements about fair value measurements. Under SFAS No. 157, fair value is considered to be the exchange price in an orderly transaction between market
participants to sell an asset or transfer a liability at the measurement date. The fair value definition under SFAS No. 157 focuses on an exit price, which is the price that would be received by Duke Energy Ohio to sell an asset or paid to
transfer a liability versus an entry price, which would be the price paid to acquire an asset or received to assume a liability. Although SFAS No. 157 does not require additional fair value measurements, it applies to other accounting
pronouncements that require or permit fair value measurements.

Duke Energy Ohio determines fair value of financial assets and liabilities based on
the following fair value hierarchy, as prescribed by SFAS No. 157, which prioritizes the inputs to valuation techniques used to measure fair value into three levels:

Level 1 inputs  unadjusted quoted prices in active markets for identical assets or liabilities that Duke Energy Ohio has the ability to access. An active market for the asset or liability is one in which
transactions for the asset or liability occur with sufficient frequency and volume to provide ongoing pricing information. Duke Energy Ohio does not adjust quoted market prices on Level 1 inputs for any blockage factor.

Level 2 inputs inputs other than quoted market prices included in Level 1 that are observable, either directly or indirectly, for the asset or
liability. Level 2 inputs include, but are not limited to, quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted
market prices that are observable for the asset or liability, such as interest rate curves and yield curves observable at commonly quoted intervals, volatilities, credit risk and default rates.

Level 3 inputs  unobservable inputs for the asset or liability.



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Notes To Unaudited Consolidated Financial Statements(Continued)



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities-including an amendment of FASB Statement No. 115 (SFAS No. 159), which permits entities to elect to measure many financial instruments and certain other items at fair value. For Duke Energy Ohio, SFAS No. 159 was
effective as of January 1, 2008 and had no impact on amounts presented for periods prior to the effective date. Duke Energy Ohio does not currently have any financial assets or financial liabilities for which the provisions of SFAS No. 159
have been elected. However, in the future, Duke Energy Ohio may elect to measure certain financial instruments at fair value in accordance with this standard.

The following table provides the fair value measurement amounts for assets and liabilities recorded in both current and non-current Unrealized gains on mark-to-market and hedging transactions and Unrealized losses on mark-to-market and
hedging transactions on Duke Energy Ohios Consolidated Balance Sheets at fair value at June 30, 2008. Amounts presented in the table below exclude cash collateral amounts which are disclosed separately in Note 1.



|                       |  |                                         |     |         |   |         |  |         |   |  |   |    
|---------------------- |  | --------------------------------------- | --- | ------- | - | ------- |  | ------- | - |  | - | ---
|                       |  | Total Fair ValueAmounts atJune 30, 2008 |     | Level 1 |   | Level 2 |  | Level 3
|                       |  | (in millions)                          
|Description            |  |                                         |     |         |   |         |  |         |   |  |   |    
|Derivative assets      |  | $                                       | 329 |         | $ | 111     |  | $       |  |  | $ | 218
|Derivative liabilities |  | $                                       | 191 |         | $ |        |  | $       | 2 |  | $ | 189



The following table provides a
reconciliation of beginning and ending balances of assets and liabilities measured at fair value on a recurring basis where the determination of fair value includes significant unobservable inputs (Level 3):



Rollforward of Level 3 Measurements

|                                                                                                                                    |  |                   |     |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --- | -
|                                                                                                                                    |  | Derivatives (net) |    
|                                                                                                                                    |  | (in millions)     |    
|                                                                                                                                    |  |                   |    
|Three Months Ended June 30, 2008                                                                                                    |  |                   |     |  
|Balance at April 1, 2008                                                                                                            |  | $                 | (25 | )
|Total pre-tax realized or unrealized gains included in earnings:                                                                    |  |                   |     |  
|Revenue, non-regulated                                                                                                              |  |                   | 68  |  
|Total pre-tax losses included in other comprehensive income                                                                         |  |                   | (6  | )
|Net purchases, sales, issuances and settlements                                                                                     |  |                   | (9  | )
|Total gains included on balance sheet as regulatory asset or liability or as non-current liability                                  |  |                   | 1   |  
|                                                                                                                                    |  |                   |     |  
|Balance at June 30, 2008                                                                                                            |  | $                 | 29  |  
|                                                                                                                                    |  |                   |     |  
|Six Months Ended June 30, 2008                                                                                                      |  |                   |     |  
|Balance at January 1, 2008                                                                                                          |  | $                 | (22 | )
|Total pre-tax realized or unrealized gains included in earnings:                                                                    |  |                   |     |  
|Revenue, non-regulated                                                                                                              |  |                   | 77  |  
|Total pre-tax losses included in other comprehensive income                                                                         |  |                   | (9  | )
|Net purchases, sales, issuances and settlements                                                                                     |  |                   | (17 | )
|                                                                                                                                    |  |                   |     |  
|Balance at June 30, 2008                                                                                                            |  | $                 | 29  |  
|                                                                                                                                    |  |                   |     |  
|Pre-tax amounts included in the Consolidated Statements of Operations related to Level 3 measurements outstanding at June 30, 2008: |  |                   |     |  
|Revenue, non-regulated                                                                                                              |  |                   | 63  |  
|                                                                                                                                    |  |                   |     |  
|Total                                                                                                                               |  | $                 | 63  |  
|                                                                                                                                    |  |                   |     |  



The valuation method of the primary fair value
measurements disclosed above is as follows:

Commodity derivatives: The pricing for commodity derivatives is primarily a calculated value which
incorporates the forward price and is adjusted for liquidity (bid-ask spread), credit or non-performance risk (after reflecting credit enhancements such as collateral) and



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discounted to present value. The primary difference between a Level 2 and a Level 3 measurement has to do with the level of activity in forward markets for the
commodity. If the market is relatively inactive, the measurement is deemed to be a Level 3 measurement. Some commodity derivatives are NYMEX contracts, which Duke Energy Ohio classifies as Level 1 measurements.



13. New Accounting Standards

The following new accounting standards were adopted by Duke Energy Ohio subsequent to June 30, 2007 and the impact of such adoption, if applicable, has been
presented in the accompanying Consolidated Financial Statements:

SFAS No. 157.Refer to Note 12 for a discussion of Duke Energy
Ohios adoption of SFAS No. 157.

SFAS No. 159. Refer to Note 12 for a discussion of Duke Energy Ohios adoption of SFAS
No. 159.

FSP No. FIN 39-1. Refer to Note 1 for a discussion of Duke Energy Ohios adoption of FSP No. FIN 39-1.

The following new accounting standards have been issued, but have not yet been adopted by Duke Energy Ohio as of June 30, 2008:

SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141R). In December 2007, the FASB issued SFAS No. 141R, which
replaces SFAS No. 141, Business Combinations. SFAS No. 141R retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting be used for all business combinations and that an acquirer
be identified for each business combination. This statement also establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling (minority) interests in an acquiree, and any goodwill acquired in a business combination or gain recognized from a bargain purchase. For Duke Energy Ohio, SFAS No. 141R must be applied prospectively to business combinations for
which the acquisition date occurs on or after January 1, 2009. The impact to Duke Energy Ohio of applying SFAS No. 141R for periods subsequent to implementation will be dependent upon the nature of any transactions within the scope of SFAS
No. 141R. SFAS No. 141R changes the accounting for income taxes related to prior business combinations, such as Duke Energys merger with Cinergy. Subsequent to the effective date of SFAS No. 141R, the resolution of tax
contingencies relating to Cinergy that existed as of the date of the merger will be required to be reflected in the Consolidated Statements of Operations instead of being reflected as an adjustment to the purchase price via an adjustment to
goodwill.

SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment to FASB Statement
No. 133 (SFAS No. 161).In March 2008, the FASB issued SFAS No. 161, which amends and expands the disclosure requirements for derivative instruments and hedging activities prescribed by SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities. SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on
derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. Duke Energy Ohio will adopt SFAS No. 161 as of January 1, 2009 and SFAS No. 161 encourages, but does not require,
comparative disclosure for earlier periods at initial adoption. The adoption of SFAS No. 161 will not have any impact on Duke Energy Ohios consolidated results of operations, cash flows or financial position.



14. Income Taxes and Other Taxes

The taxable income of Duke Energy Ohio is reflected in Duke Energys U.S. federal and state income tax returns. Duke Energy Ohio has a tax sharing agreement
with Duke Energy, where the separate return method is used to allocate tax expenses and benefits to the subsidiaries whose investments or results of operations provide these tax expenses and benefits. The accounting for income taxes essentially
represents the income taxes that Duke Energy Ohio would incur if Duke Energy Ohio were a separate company filing its own tax return as a C-Corporation.

At June 30, 2008, Duke Energy Ohio has approximately $46 million recorded for unrecognized tax benefits and no portion of the total unrecognized tax benefits, if recognized, would affect the effective tax rate. Additionally, at
June 30, 2008, Duke Energy Ohio has approximately $7 million of unrecognized tax benefits related to pre-merger tax positions that, if recognized prior to the adoption of SFAS No. 141R, would affect goodwill. It is reasonably possible that
Duke Energy Ohio will reflect an approximate $35 million reduction in unrecognized tax benefits within the next twelve months due to expected settlements.

During the three and six months ended June 30, 2008, Duke Energy Ohio recognized net interest expense of approximately $1 million and $2 million, respectively, in the Consolidated Statements of Operations related to income taxes. At
June 30, 2008, Duke Energy



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Notes To Unaudited Consolidated Financial Statements(Continued)



Ohio had approximately $8 million of interest payable, which reflects all interest related to income taxes, and no amount has been accrued for the payment of penalties
in the Consolidated Balance Sheets.

Duke Energy Ohio has the following tax years open:



|             |  |                                                                                         
|------------ |  | ----------------------------------------------------------------------------------------
|Jurisdiction |  | Tax Years                                                                               
|Federal      |  | 2000 and after                                                                          
|State        |  | Closed through 2001, with the exception of any adjustments related to open federal years



The effective tax rate for the
three months ended June 30, 2008 was approximately 35.9% as compared to the effective tax rate of 39.8% for the same period in 2007. The effective tax rate for the six months ended June 30, 2008 was approximately 35.8% as compared to the
effective tax rate of 39.0% for the same period in 2007. The decrease in the effective tax rate for both the three and six months ended June 30, 2008 is due primarily to less of an effect to the effective tax rate calculation from permanent
items in 2008 as compared to 2007 as a result of significantly higher pre-tax income in 2008.



Excise Taxes. Certain excise taxes levied by state or local governments are collected by Duke Energy Ohio from its customers. These taxes, which are required to be paid regardless of Duke Energy Ohios ability to
collect from the customer, are accounted for on a gross basis. When Duke Energy Ohio 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. Duke Energy
Ohios excise taxes accounted for on a gross basis and recorded as Operating Revenues in the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2008 and 2007 were as follows:



|             |  |                                |    |                                |   |                              |  |                              |    |  |   |   
|------------ |  | ------------------------------ | -- | ------------------------------ | - | ---------------------------- |  | ---------------------------- | -- |  | - | --
|             |  | Three MonthsEndedJune 30, 2008 |    | Three MonthsEndedJune 30, 2007 |   | Six MonthsEndedJune 30, 2008 |  | Six MonthsEndedJune 30, 2007
|             |  | (in millions)                 
|Excise Taxes |  | $                              | 29 |                                | $ | 27                           |  | $                            | 68 |  | $ | 66
|             |  |                                |    |                                |   |                              |  |                              |    |  |   |   



15. Comprehensive Income and Total
Comprehensive Income

Comprehensive Income. Comprehensive income includes net income and all other non-owner changes in equity. The table
below provides the components of other comprehensive income and total comprehensive income for the three months ended June 30, 2008 and 2007. Components of other comprehensive income and total comprehensive income for the six months ended
June 30, 2008 and 2007 are presented in the Consolidated Statements of Common Stockholders Equity and Comprehensive Income.



Total Comprehensive Income (Loss)

|                                              |  |                            |     |   |      |   |   
|--------------------------------------------- |  | -------------------------- | --- | - | ---- | - | --
|                                              |  | Three Months EndedJune 30,
|                                              |  | 2008                       |     |   | 2007
|                                              |  | (in millions)             
|Net Income                                    |  | $                          | 157 |   |      | $ | 49
|                                              |  |                            |     |   |      |   |   
|Other comprehensive (loss) income             |  |                            |     |   |      |   |   
|Cash flow hedges(a)                           |  |                            | (1  | ) |      |   | 4 
|                                              |  |                            |     |   |      |   |   
|Other comprehensive (loss) income, net of tax |  |                            | (1  | ) |      |   | 4 
|                                              |  |                            |     |   |      |   |   
|Total Comprehensive Income                    |  | $                          | 156 |   |      | $ | 53
|                                              |  |                            |     |   |      |   |   



|(a) | Cash flow hedges, net of an insignificant tax benefit and $2 million tax expense for the three months ended June 30, 2008 and 2007, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------



16. Subsequent Events

For information on subsequent events related to goodwill and intangibles, regulatory matters and commitments and contingencies, see Notes 7, 10 and 11,
respectively.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



INTRODUCTION

Managements Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements.

Duke Energy
Ohio, Inc. (Duke Energy Ohio) is a wholly-owned subsidiary of Cinergy Corp. (Cinergy). Cinergy is a wholly-owned subsidiary of Duke Energy Corporation (Duke Energy). Duke Energy Ohios principal lines of business include generation,
transmission and distribution of electricity, the sale of and/or transportation of natural gas, and energy marketing.



BASIS OF PRESENTATION

The results of operations and variance discussion
for Duke Energy Ohio is presented in a reduced disclosure format in accordance with General Instructions H(2) of Form 10-Q.



DUKE ENERGY OHIO

|                                                       |  |                          |       |      |   |       |                    |  |   |      |  
|------------------------------------------------------ |  | ------------------------ | ----- | ---- | - | ----- | ------------------ |  | - | ---- | -
|                                                       |  | Six Months EndedJune 30, |      
|                                                       |  | 2008                     |       | 2007 |   |       | Increase(Decrease) | 
|                                                       |  | (in millions)            |      
|Operating revenues                                     |  | $                        | 1,786 |      | $ | 1,679 |                    |  | $ | 107  |  
|Operating expenses                                     |  |                          | 1,346 |      |   | 1,499 |                    |  |   | (153 | )
|Gains (losses) on sales of other assets and other, net |  |                          | 46    |      |   | (11   | )                  |  |   | 57   |  
|                                                       |  |                          |       |      |   |       |                    |  |   |      |  
|Operating income                                       |  |                          | 486   |      |   | 169   |                    |  |   | 317  |  
|Other income and expenses, net                         |  |                          | 15    |      |   | 17    |                    |  |   | (2   | )
|Interest expense                                       |  |                          | 49    |      |   | 45    |                    |  |   | 4    |  
|                                                       |  |                          |       |      |   |       |                    |  |   |      |  
|Income before income taxes                             |  |                          | 452   |      |   | 141   |                    |  |   | 311  |  
|Income tax expense                                     |  |                          | 162   |      |   | 55    |                    |  |   | 107  |  
|                                                       |  |                          |       |      |   |       |                    |  |   |      |  
|Net income                                             |  | $                        | 290   |      | $ | 86    |                    |  | $ | 204  |  
|                                                       |  |                          |       |      |   |       |                    |  |   |      |  

The $204 million increase in Duke Energy Ohios Net Income was primarily due to the following factors:

Operating Revenues. The increase was primarily due to:

| |  |  | A $60 million increase in net mark-to-market revenues on non-qualifying power and capacity hedge contracts, consisting of mark-to-market gains of $11 million in 2008 compared
to losses of $49 million in 2007,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | A $30 million increase in retail electric revenues primarily due to increased amortization of purchase accounting valuation liability of the rate stabilization plan,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | A $16 million increase in regulated fuel revenues driven mainly by higher natural gas costs,
| | - |  | --------------------------------------------------------------------------------------------

| |  |  | An $8 million increase due to higher PJM capacity revenues in 2008 compared to 2007, partially offset by lower generation volumes from the Midwest gas-fired generation
assets,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | An $8 million increase related to the Demand Side Management rider implemented in the third quarter of 2007,
| | - |  | ------------------------------------------------------------------------------------------------------------

| |  |  | A $5 million increase in wholesale revenues due to higher generation volumes in 2008 compared to 2007, and
| | - |  | ----------------------------------------------------------------------------------------------------------

| |  |  | A $4 million increase due to implementation of new gas rates in Ohio.
| | - |  | ---------------------------------------------------------------------



Partially offsetting these increases were:

| |  |  | A $27 million decrease in volumes of coal sales due to expiration of contracts, and
| | - |  | -----------------------------------------------------------------------------------

| |  |  | A $4 million decrease due to milder weather in 2008 compared to 2007.
| | - |  | ---------------------------------------------------------------------



Operating Expenses. The decrease was primarily due to:

| |  |  | A $100 million decrease in fuel expense due to mark-to-market gains on non-qualifying fuel hedge contracts of $145 million in 2008 compared to gains of $45 million in 2007,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | A $32 million decrease due primarily to lower sulfur dioxide emission allowance expenses due to installation of flue gas desulphurization equipment,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | A $26 million decrease in expenses associated with coal sales due to expiration of contracts,
| | - |  | ---------------------------------------------------------------------------------------------

| |  |  | A $13 million decrease in retail fuel and purchased power expenses due to realized gains from the settlement of certain fuel contracts, and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | A $7 million decrease in fuel and operating expenses for the Midwest gas-fired generation assets primarily due to lower generation volumes in 2008 compared to 2007.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



Partially offsetting these decreases were:

| |  |  | An $18 million increase in regulated fuel expense primarily due to higher natural gas costs, and
| | - |  | ------------------------------------------------------------------------------------------------

| |  |  | A $5 million increase in amortization of the Ohio Demand Side Management costs.
| | - |  | -------------------------------------------------------------------------------

Gains (Losses) on Sales of Other Assets and Other, net.Increase in 2008 compared to 2007 is attributable to gains on sales of emission allowances in 2008
compared to losses on sales of emission allowances in 2007. Gains in 2008 were a result of sales of zero cost basis emission allowances. Losses in 2007 were a result of sales of emission allowances acquired in connection with Duke Energys
merger with Cinergy in April 2006 which were written up to fair value as part of purchase accounting.

Income Tax Expense.Income Tax Expense
increased for the six months ended June 30, 2008 as compared to the same period in the prior year. The increase is primarily the result of higher pre-tax income, partially offset by a lower effective tax rate for the six months ended
June 30, 2008 (36%) compared to the same period in 2007 (39%). The decrease in the effective tax rate is due primarily to less of an effect to the effective tax rate calculation from permanent items in 2008 as compared to 2007 as a result
of significantly higher pre-tax income in 2008.



MATTERS IMPACTING FUTURE RESULTS

On July 11, 2008, the U.S. Court of Appeals for the District of Columbia issued a decision vacating the Clean Air Interstate Rule. See Note
11, Commitments and Contingencies, to the Consolidated Financial Statements for a discussion of the decision. Duke Energy Ohio is currently evaluating the effect of the decision on the carrying value of emission allowances held by
its non-regulated businesses. Based on current market prices for sulfur dioxide allowances, and the uncertainty associated with future federal requirements to reduce emissions, management believes that it is possible that Duke Energy Ohio may
incur an impairment of the carrying value of emission allowances held by Commercial Power of up to $100 million in the third quarter of 2008. This current estimate is based on total allowances held by Commercial Power as of June 30, 2008
compared to amounts projected to be utilized in operations through 2037.



OTHER MATTERS

At June 30, 2008, Duke Energy Ohio had approximately $440 million of auction rate pollution control bonds outstanding. The maximum auction
rate for approximately $270 million of this debt is 1.75 times one-month London Interbank Offered Rate (LIBOR) and the maximum auction rate for the remaining balance of approximately $170 million is 2.0 times one-month LIBOR. While Duke Energy Ohio
intends to refund and refinance these tax exempt auction rate bonds, the timing of such refinancing transactions is uncertain and subject to market conditions.



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##### Table of Contents

PART I



Item 4.Controls and Procedures.



Disclosure Controls and Procedures

Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information required to be disclosed by Duke Energy Ohio in the reports it files or submits 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 Duke Energy Ohio in the reports it files or submits under the Exchange Act is
accumulated and communicated to management, including 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 management, including the Chief Executive Officer and Chief Financial Officer, Duke Energy Ohio has evaluated
the effectiveness of its disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2008, and, based upon this evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that these controls and procedures are effective in providing reasonable assurance of compliance.



Changes in Internal Control over Financial Reporting

Under the
supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, Duke Energy Ohio has evaluated changes in 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 June 30, 2008 and have concluded that no change has materially affected, or is reasonably likely to materially affect, internal control over financial
reporting.



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##### Table of Contents

PART II. OTHER INFORMATION



Item 1. Legal Proceedings

For information regarding legal proceedings that became reportable events or in which there were material developments in the second quarter of 2008, see Note 10 to the Consolidated Financial Statements, Regulatory Matters and
Note 11 to the Consolidated Financial Statements, Commitments and Contingencies.



Item 1A. Risk Factors

In addition to the other information set forth in this report, careful
consideration should be given to the factors discussed in Part I, Item 1A. Risk Factors in Duke Energy Ohios Annual Report on Form 10-K for the year ended December 31, 2007, which could materially affect Duke Energy
Ohios financial condition or future results. Additional risks and uncertainties not currently known to Duke Energy Ohio or that Duke Energy Ohio currently deems to be immaterial also may adversely affect Duke Energy Ohios financial
condition and/or results of operations.



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##### Table of Contents

PART II



Item 6. Exhibits



(a) Exhibits

Exhibits filed or furnished herewith are designated by an
asterisk (*).



|               |  |                                                                                                                        
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  |                                                                                                                        
|*31.1          |  | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
|               | 
|*31.2          |  | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
|               | 
|*32.1          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|               | 
|*32.2          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



The total amount of securities
of the registrant or its subsidiaries authorized under any instrument with respect to long-term debt not filed as an exhibit does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The registrant
agrees, upon request of the Securities and Exchange Commission, to furnish copies of any or all of such instruments to it.



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PART II



SIGNATURES



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



|                      |  |  |  |                                                            
|--------------------- |  |  |  | -----------------------------------------------------------
|                      |  | 
|                      |  |  |  | DUKE ENERGY OHIO, INC.                                     
|                      |  | 
|Date: August 14, 2008 |  |  |  | /S/    DAVID L.
HAUSER                                     
|                      |  |  |  | David L. Hauser Group
Executive and Chief Financial Officer
|                      |  | 
|Date: August 14, 2008 |  |  |  | /S/    STEVEN K.
YOUNG                                     
|                      |  |  |  | Steven K. Young Senior Vice
President and Controller       



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