8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported): July 27, 2004

CINERGY CORP.

(Exact Name of Registrant as Specified in Its Charter)

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.
1-11377	CINERGY CORP. (A Delaware Corporation) 139 East Fourth Street Cincinnati, Ohio 45202 (513) 421-9500	31-1385023

Item 12.  Results of Operations and Financial Condition

On July 27, 2004, Cinergy Corp. issued a press release announcing its second quarter 2004 earnings.  A copy of the press release and related attachments are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7 and are incorporated into this Report by reference.

The information in this Form 8-K is furnished under “Item 12.  Results of Operations and Financial Condition” in accordance with SEC Release No. 33-8216.  The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

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

	CINERGY CORP.
Dated: August 2, 2004	By	/s/ LYNN J. GOOD
		Name: Lynn J. Good
		Title: Vice President and Controller

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EX-99.1

Exhibit 99.1

NEWS RELEASE	Cinergy Corp.
	139 East Fourth Street
	P.O. Box 960
	Cincinnati, OH  45201-0960

News contact:	Steve Brash  513-287-2226 (w)  513-231-6895 (h)
	Angeline Protogere 317-838-1338 (w) 317-298-3090 (h)
Investor contact:	Brad Arnett  513-287-3024
Website:	www.cinergy.com

FOR IMMEDIATE RELEASE – July 27, 2004

CINERGY REPORTS SECOND QUARTER EARNINGS;
MOVES FORWARD ON CONTINUOUS IMPROVEMENT INITIATIVE

CINCINNATI – Cinergy Corp. (NYSE:CIN) today reported second quarter 2004 earnings of $0.32 per share on a diluted basis compared with earnings of $0.47 per share on a diluted basis in 2003.

Reported earnings for the second quarter 2004 included $0.09 per share in charges for implementation costs relating to the company’s “CIN-10” continuous improvement initiative, costs associated with exiting a non-regulated energy service and the write-down of certain investments.  Second quarter 2003 results included a $0.05 per share contribution from discontinued operations and charges of $0.04 per share pertaining to voluntary early retirement and severance programs and a write-off of a technology investment.

Second quarter earnings from the Regulated Businesses segment were $0.20 per share in 2004 compared with $0.14 per share for the second quarter of 2003.  Excluding the impact from the charges described above relative to the segment, the earnings of the Regulated Businesses increased by $0.08 per share.  The increase in earnings was primarily due to an increase in electric gross margins resulting from higher electric retail sales volumes during the quarter and the impact of the recently approved electric rate increase for PSI Energy, Inc.  Increased electric sales volumes were driven by warmer weather and a three percent increase in non-weather related demand as compared with the second quarter of 2003.  Partially offsetting the increased margins was higher depreciation expense, which resulted from increased plant in service and higher depreciation rates associated with PSI’s electric rate increase.

(more)

The Commercial Businesses segment’s second quarter earnings were $0.16 per share in 2004 compared with $0.36 per share for the second quarter of 2003.  Excluding the impact from the discontinued operations and other charges described above relative to the segment, the earnings of the Commercial Businesses decreased by $0.13 per share.   This decrease was primarily attributable to higher fuel and emission allowance expenses during the quarter, which were partially offset by favorable weather, increased margins in the wholesale power business and increased earnings from the company’s energy services businesses.

The Power Technology and Infrastructure Services segment lost $0.04 per share in the second quarter 2004 compared to a loss of $0.03 per share in 2003.  Excluding the impact of charges related to certain investments, second quarter results were comparable to last year.

“While fuel and emission allowance costs continue to pressure earnings, we expect the impact from rising fuel costs to lessen during the second half of the year,” said James E. Rogers, chairman, president and chief executive officer.  “We also anticipate that the demand for power will continue to increase as the economy grows and expect a strong performance from our commercial businesses in the second half of the year.  Consequently, we believe that our 2004 earnings target of $2.65 to $2.80 per share remains achievable.”

The company’s previously announced CIN-10 continuous improvement initiative remains on course to deliver both productivity improvements and revenue enhancements.  “We can now confirm that we have identified the specific projects that will deliver our target of $50 million in pre-tax earnings for 2005,” said R. Foster Duncan, executive vice president and chief financial officer.  During the second quarter, the company began recording the implementation costs associated with this initiative.

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In May, the Indiana Utility Regulatory Commission approved PSI Energy’s rate application providing an additional $107 million in annual revenues above the $33 million already included in rates for environmental construction work in progress.  In addition, the commission approved continuation of a purchased power tracker and a tracker to recover costs and credit revenues associated with the company’s membership in the Midwest Independent System Operator.  As part of the purchased power tracker, the commission provided for an equal sharing between customers and shareholders of off-system sales profits made by the company, with an upfront credit to customers of approximately $15 million.

A settlement was also reached in May with 11 intervening parties and the staff of the Public Utilities Commission of Ohio on a rate certainty plan filed by The Cincinnati Gas & Electric Co., to provide for reliable electric supplies and sustain retail competition through 2008.  The agreement, which must be approved by the PUCO, calls for annual generation rate adjustments in a range of five to eight percent reflecting costs of providing the reserve capacity necessary to maintain adequate electric supplies, as well as costs associated with environmental compliance, taxes, homeland security and emission allowances, beginning in 2005.  The settlement also permits the company to defer, during the period from July 2004 through 2005, certain costs related to capital expenditures associated with its delivery system for future recovery in rates beginning in 2006.  A PUCO order on the settlement is expected by the end of August.

Cinergy Corp. has a balanced, integrated portfolio consisting of two core businesses: regulated operations and energy merchant. Cinergy’s regulated delivery operations in Ohio, Indiana, and Kentucky serve 1.5 million electric customers and about 500,000 gas customers. In addition, its Indiana regulated operations own 7,000 megawatts of generation.  Cinergy’s energy merchant business is a Midwest leader in low-cost generation owning 6,300 megawatts of capacity with a profitable balance of stable existing customer portfolios, new customer origination, marketing and trading, and industrial-site cogeneration.

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This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on management’s beliefs and assumptions.  These forward-looking statements are identified by terms and phrases such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “continue”, “should”, “could”, “may”, “plan”, “project”, “predict”, “will”, and similar expressions.  Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted.  Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to, unanticipated weather conditions; unscheduled generation outages; unusual maintenance or repairs; unanticipated changes in costs; environmental incidents, including costs of compliance with existing and future environmental requirements; electric transmission or gas pipeline system constraints; legislative and regulatory initiatives; additional competition in electric or gas markets and continued industry consolidation; financial or regulatory accounting principles; political, legal, and economic conditions and developments in the countries in which we have a presence; changing market conditions and other factors related to physical energy and financial trading activities; the performance of projects undertaken by our non-regulated businesses and the success of efforts to invest in and develop new opportunities; availability of, or cost of, capital; employee workforce factors; delays and other obstacles associated with mergers, acquisitions, and investments in joint ventures; and costs and effects of legal and administrative proceedings, settlements, investigations, and claims.  Please refer to the company’s SEC filings for additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements.  The Company undertakes no obligation to update the information contained herein.

Following are summaries of Cinergy’s unaudited consolidated and segmented financial information for the second quarter and first six months of 2004.

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EX-99.2

Exhibit 99.2

CINERGY CORP.CONSOLIDATED STATEMENTS OF INCOMEFor the Periods Ended June 30, 2004
(unaudited)

(in thousands, except per share amounts)

	Quarter Ended				Year To Date
	2004		2003		2004			2003
Operating Revenues
Electric	$	892,266	$	769,258	$	1,770,394		$	1,592,316
Gas	108,082		114,932		458,928			513,845
Other	53,389		49,733		113,073			95,719
Total Operating Revenues	1,053,737		933,923		2,342,395			2,201,880
Operating Expenses
Fuel and purchased power	293,719		240,470		580,633			510,335
Gas purchased	47,420		53,319		270,936			289,314
Operation and maintenance	396,457		334,073		771,731			662,127
Depreciation	114,331		101,018		219,188			201,623
Taxes other than income taxes	65,072		66,958		147,319			144,707
Total Operating Expenses	916,999		795,838		1,989,807			1,808,106
Operating Income	136,738		138,085		352,588			393,774
Equity in Earnings of Unconsolidated Subsidiaries	7,331		6,104		10,079			6,696
Miscellaneous Income (Expense) - Net	5,033		7,767		(10,475		)	15,382
Interest Expense	70,276		60,537		137,671			119,829
Preferred Dividend Requirement of Subsidiary Trust	—		5,970		—			11,940
Preferred Dividend Requirements of Subsidiaries	858		858		1,716			1,716
Income Before Taxes	77,968		84,591		212,805			282,367
Income Taxes	19,464		8,983		51,286			66,966
Income Before Discontinued Operations and Cumulative Effect of Changes in Accounting Principles	$	58,504	$	75,608	$	161,519		$	215,401
Discontinued operations, net of tax	—		9,045		—			8,875
Cumulative effect of changes in accounting principles, net of tax	—		—		—			26,462
Net Income	$	58,504	$	84,653	$	161,519		$	250,738
Average Common Shares Outstanding	180,236		176,645		179,749			175,025
Earnings Per Common Share
Income before discontinued operations and cumulative effect of changes in accounting principles	$	0.33	$	0.42	$	0.90		$	1.23
Discontinued operations, net of tax	—		0.05		—			0.05
Cumulative effect of changes in accounting principles, net of tax	—		—		—			0.15
Net Income	$	0.33	$	0.47	$	0.90		$	1.43
Earnings Per Common Share - Assuming Dilution
Income before discontinued operations and cumulative effect of changes in accounting principles	$	0.32	$	0.42	$	0.89		$	1.22
Discontinued operations, net of tax	—		0.05		—			0.05
Cumulative effect of changes in accounting principles, net of tax	—		—		—			0.15
Net Income	$	0.32	$	0.47	$	0.89		$	1.42
Dividends Declared Per Common Share	$	0.47	$	0.46	$	0.94		$	0.92

Note:  Prior year data has been reclassified to conform with current year presentation.

EX-99.3

Exhibit 99.3

CINERGY CORP.
CONSOLIDATED BALANCE SHEETS

(unaudited)
(in thousands)

	June 30 2004			December 31 2003
ASSETS
Current Assets
Cash and cash equivalents	$	173,818		$	169,120
Restricted deposits	88,498			92,813
Notes receivable, current	125,177			189,854
Accounts receivable less accumulated provision for doubtful accounts of $7,506 at June 30, 2004, and $7,884 at December 31, 2003	719,700			1,074,518
Fuel, emission allowances, and supplies	401,310			357,625
Energy risk management current assets	425,196			305,058
Prepayments and other	84,578			53,609
Total current assets	2,018,277			2,242,597
Property, Plant, and Equipment - at Cost
Utility plant in service	9,986,311			9,732,123
Construction work in progress	244,831			275,459
Total utility plant	10,231,142			10,007,582
Non-regulated property, plant, and equipment	4,587,951			4,527,943
Accumulated depreciation	5,069,030			4,908,019
Net property, plant, and equipment	9,750,063			9,627,506
Other Assets
Regulatory assets	1,001,148			1,012,151
Investments in unconsolidated subsidiaries	509,453			494,520
Energy risk management non-current assets	137,944			97,334
Notes receivable, non-current	204,053			213,853
Other investments	140,514			184,044
Goodwill and intangible assets	61,463			45,349
Other	167,854			197,351
Total other assets	2,222,429			2,244,602
Assets of Discontinued Operations	—			4,501
Total Assets	$	13,990,769		$	14,119,206
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,026,920		$	1,240,423
Accrued taxes	174,120			217,993
Accrued interest	67,892			68,952
Notes payable and other short-term obligations	496,337			351,412
Long-term debt due within one year	670,764			839,103
Energy risk management current liabilities	384,024			296,122
Other	110,822			107,438
Total current liabilities	2,930,879			3,121,443
Non-current Liabilities
Long-term debt	3,986,191			4,131,909
Deferred income taxes	1,609,726			1,557,981
Unamortized investment tax credits	104,357			108,884
Accrued pension and other post-retirement benefit costs	698,260			662,834
Accrued cost of removal	510,555			490,856
Energy risk management non-current liabilities	114,038			64,861
Other	223,944			205,344
Total non-current liabilities	7,247,071			7,222,669
Liabilities of Discontinued Operations	—			11,594
Total Liabilities	10,177,950			10,355,706
Cumulative Preferred Stock of Subsidiaries
Not subject to mandatory redemption	62,818			62,818
Common Stock Equity
Common stock - $0.01 par value; authorized shares - 600,000,000; issued shares - 180,446,792 at June 30, 2004, and 178,438,369 at December 31, 2003; outstanding shares - 180,323,246 at June 30, 2004, and 178,336,854 at December 31, 2003	1,804			1,784
Paid-in capital	2,248,084			2,195,985
Retained earnings	1,543,883			1,551,003
Treasury shares at cost - 123,546 shares at June 30, 2004, and 101,515 shares at December 31, 2003	(3,966		)	(3,255		)
Accumulated other comprehensive income (loss)	(39,804		)	(44,835		)
Total common stock equity	3,750,001			3,700,682
Total Liabilities and Shareholders’ Equity	$	13,990,769		$	14,119,206

Note:  Prior year data has been reclassified to conform with current year presentation.

EX-99.4

Exhibit 99.4

CINERGY CORP.
BUSINESS SEGMENT SUMMARY INFORMATION
For the Quarter Ended June 30
(unaudited)

(dollars in thousands, except per share amounts)

	2004			2003
Commercial Businesses
Net Income	$	29,380		$	64,332
Earnings Per Share - diluted	$	0.16		$	0.36
Electricity Trading Volumes (MWhs)	37,914,408			33,909,209
Physical and Financial Gas Trading Volumes (Bcf/d)	48.5			52.2
Regulated Businesses
Net Income	$	35,788		$	26,105
Earnings Per Share - diluted	$	0.20		$	0.14
Electric Retail MWh Sales and Transportation	12,836,087			11,885,718
Gas Retail Mcf Sales and Transportation	13,350,193			13,243,924
Electric Customers (End of Period)	1,543,967			1,532,430
Gas Customers (End of Period)	509,444			503,616
Power Technology & Infrastructure Services
Net Income	$	(6,664	)	$	(5,784	)
Earnings Per Share - diluted	$	(0.04	)	$	(0.03	)

EX-99.5

Exhibit 99.5

CINERGY CORP.

BUSINESS SEGMENT SUMMARY INFORMATION

For the Year to Date June 30

(unaudited)

(dollars in thousands, except per share amounts)

	2004			2003
Commercial Businesses
Net Income	$	75,472		$	161,437
Earnings Per Share - diluted	$	0.42		$	0.91
Electricity Trading Volumes (MWhs)	83,518,522			67,306,592
Physical and Financial Gas Trading Volumes (Bcf/d)	47.1			58.1
Regulated Businesses
Net Income	$	115,293		$	100,174
Earnings Per Share - diluted	$	0.63		$	0.57
Electric Retail MWh Sales and Transportation	26,203,453			25,060,301
Gas Retail Mcf Sales and Transportation	55,144,422			58,086,816
Electric Customers (End of Period)	1,543,967			1,532,430
Gas Customers (End of Period)	509,444			503,616
Power Technology & Infrastructure Services
Net Income	$	(29,246	)	$	(10,873	)
Earnings Per Share - diluted	$	(0.16	)	$	(0.06	)

EX-99.6

Exhibit 99.6

CINERGY CORP.
BUSINESS SEGMENT EARNINGS DRIVER ANALYSIS
For the Quarter Ended June 30, 2004
(unaudited)

Commercial Businesses
Earnings Per Share - diluted - 2003	$	0.36
Discontinued operations	(0.05		)
Employee retirement/severance and other charges	(0.02		)
Weather	0.02
Electric sales volumes	0.01
Power marketing, trading and origination	0.04
Gas marketing, trading and origination	(0.01		)
Energy services	0.01
Fuel costs	(0.04		)
Emissions allowances	(0.05		)
Operating and administrative expenses	(0.01		)
Maintenance expense	(0.01		)
Depreciation	0.01
Financing and dilution	(0.02		)
Effective tax rate	(0.06		)
Other - net	(0.02		)
Earnings Per Share - diluted - 2004	$	0.16
Regulated Businesses
Earnings Per Share - diluted - 2003	$	0.14
Employee retirement/severance and other charges	(0.02		)
Weather	0.06
Electric sales volumes	0.05
Price increases	0.03
Other electric revenues	0.01
Operating and administrative expenses	(0.01		)
Maintenance expense	(0.01		)
Depreciation	(0.06		)
Financing and dilution	0.01
Effective tax rate	(0.01		)
Other - net	0.01
Earnings Per Share - diluted - 2004	$	0.20
Power Technology & Infrastructure Services
Earnings Per Share - diluted - 2003	$	(0.03	)
Employee retirement/severance and other charges	(0.01		)
Earnings Per Share - diluted - 2004	$	(0.04	)

EX-99.7

Exhibit 99.7

CINERGY CORP.

BUSINESS SEGMENT EARNINGS DRIVER ANALYSIS

For the Year to Date June 30, 2004

(unaudited)

Commercial Businesses
Earnings Per Share - diluted - 2003	$	0.91
Cumulative effect of a change in accounting principles	(0.15		)
Discontinued operations	(0.05		)
Employee retirement/severance and other charges	(0.02		)
Weather	0.01
Electric sales volumes	0.02
Power marketing, trading and origination	0.09
Gas marketing, trading and origination	(0.14		)
Energy services	0.05
Fuel costs	(0.07		)
Emissions allowances	(0.10		)
Transmission expenses	(0.03		)
Operating and administrative expenses	(0.03		)
Maintenance expense	(0.01		)
Depreciation	0.03
Financing and dilution	(0.03		)
Effective tax rate	(0.02		)
Other - net	(0.04		)
Earnings Per Share - diluted - 2004	$	0.42
Regulated Businesses
Earnings Per Share - diluted - 2003	$	0.57
Employee retirement/severance and other charges	(0.02		)
Weather	0.02
Electric sales volumes	0.08
Price increases	0.05
Other electric revenues	0.03
Operating and administrative expenses	(0.02		)
Maintenance expense	(0.01		)
Depreciation	(0.08		)
Financing and dilution	(0.01		)
Other - net	0.02
Earnings Per Share - diluted - 2004	$	0.63
Power Technology & Infrastructure Services
Earnings Per Share - diluted - 2003	$	(0.06	)
Employee retirement/severance and other charges	(0.12		)
Results of investments	0.02
Earnings Per Share - diluted - 2004	$	(0.16	)