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): October 22, 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On October 22, 2004, Cinergy Corp. issued a press release announcing its third 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 2.02.  Results of Operations and Financial Condition.”  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: October 28, 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

N E W S R E L E A S E	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
Web site:	www.cinergy.com

FOR IMMEDIATE RELEASE – OCTOBER 22, 2004

CINERGY THIRD QUARTER EARNINGS IMPACTED BY MILD WEATHER

CINCINNATI – Cinergy Corp. (NYSE:CIN) announced today earnings for the third quarter 2004 of $0.50 per share on a diluted basis.  Milder than normal weather reduced third quarter earnings by $0.05, as compared with the same quarter a year ago, with cooling degree days down 16 percent.  In addition, increased fuel and emission allowance costs reduced earnings by $0.06 per share in the quarter.

Third quarter 2004 earnings included $0.08 of charges related to the implementation of the company’s “CIN-10” continuous improvement initiative and the write-down or disposal of certain investments.  In comparison, earnings for the third quarter of 2003 were $0.62 per share on a diluted basis, including charges totaling $0.06 per share for costs related to voluntary early retirement and severance programs and for costs associated with the bankruptcy of Enron Corp.

After taking into consideration the impact of mild weather during the quarter and the year-to-date results, the company is lowering its previously issued earnings guidance for 2004 to a range of $2.40 to $2.50 per share on an ongoing basis.  Ongoing earnings guidance excludes $0.28 per share of net charges through September 30, 2004.

Third quarter earnings from the Regulated Businesses segment were $0.34 per share in 2004 compared with $0.35 per share for the third quarter of 2003.  The decrease in earnings was due to many factors, including reduced sales to retail customers resulting from cooler than normal summer weather, increased operating and maintenance expense and higher depreciation expense, which resulted from increased plant in service and higher depreciation rates associated with PSI Energy, Inc.’s recent electric rate increase.   Partially offsetting the decrease was 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.  Increased retail electric sales volumes were driven by an increase in non-weather related demand of more than two percent as compared with the third quarter of 2003.

(more)

The Commercial Businesses segment’s earnings for the quarter were $0.22 per share compared with $0.29 per share for the third quarter last year.  The decrease was primarily attributable to weather, higher fuel and emission allowance expenses, increased operating and maintenance expense, and lower margins in the wholesale gas business during the quarter.   The decrease was partially offset by 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 $0.06 per share in the third quarter 2004 compared to a loss of $0.02 per share in 2003.  Excluding the impact from a write-down of certain non-regulated investments relative to the segment as referenced above, earnings increased by $0.01 per share from the third quarter of 2003.

The company’s previously announced “CIN-10” continuous improvement initiative is on course to deliver $50 million in pre-tax earnings for 2005 through targeted productivity improvements and revenue enhancements.   The company began recording the implementation costs associated with this initiative in the second quarter of 2004.

Also in the third quarter, Cinergy was named for the second straight year to the Dow Jones World Sustainability Indexes, an international benchmark for excellence in social, economic and environmental leadership.  The company was one of only three U.S. utilities to be selected to the World Indexes, which include the top ten percent, based on overall score, of the 2,500 largest companies in the world and provide asset managers with objective benchmarks to manage sustainability portfolios.

In September, The Public Utilities Commission of Ohio issued its ruling on a stipulation and agreement reached by The Cincinnati Gas & Electric Co., the Commission’s Staff and 11 intervenors in a rate stabilization plan.  The PUCO made significant changes to the agreement, and the company intends to file an application for rehearing by October 29 outlining its concerns with the ruling.

The Commercial Businesses Unit reached two multi-year agreements with KGen Power LLC under which it will provide energy management services and operations and maintenance for generating facilities totaling more than 5,000 megawatts in the Southeast U.S. that KGen purchased from Duke Energy.

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Cinergy Corp. has a balanced, integrated portfolio consisting of two core businesses: regulated operations and commercial businesses. Cinergy’s regulated public utilities in Ohio, Indiana, and Kentucky serve 1.5 million electric customers and about 500,000 gas customers. In addition, its Indiana regulated company owns 7,000 megawatts of generation. Cinergy’s competitive commercial businesses have 6,300 megawatts of generating capacity with a profitable balance of stable existing customer portfolios, new customer origination, marketing and trading, and industrial-site cogeneration.  Cinergy’s integrated businesses make it a Midwest leader in providing both low-cost generation and reliable electric and gas service.

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.

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EX-99.2

Exhibit 99.2

CINERGY CORP.

CONSOLIDATED STATEMENTS OF INCOME

For the Periods Ended September 30, 2004 and 2003

(unaudited)

(dollars in thousands, except per share amounts)

	Quarter Ended							Year To Date
	2004			2003				2004			2003
Operating Revenues
Electric	$	994,074		$			920,638	$	2,764,468		$		2,512,954
Gas	65,298			124,533				524,226			638,378
Other	69,211			46,806				182,284			142,525
Total Operating Revenues	1,128,583			1,091,977				3,470,978			3,293,857
Operating Expenses
Fuel and purchased power	333,771			329,997				914,404			840,332
Gas purchased	19,792			79,582				290,728			368,896
Operation and maintenance	412,720			323,401				1,184,451			985,528
Depreciation	122,099			98,522				341,287			300,145
Taxes other than income taxes	57,001			55,828				204,320			200,535
Total Operating Expenses	945,383			887,330				2,935,190			2,695,436
Operating Income	183,200			204,647				535,788			598,421
Equity in Earnings of Unconsolidated Subsidiaries	8,016			4,956				18,095			11,652
Miscellaneous Income (Expense) - Net	(944		)	12,296				(11,419		)	27,678
Interest Expense	71,775			73,905				209,446			193,734
Preferred Dividend Requirement of Subsidiary Trust	—			—				—			11,940
Preferred Dividend Requirements of Subsidiaries	858			858				2,574			2,574
Income Before Taxes	117,639			147,136				330,444			429,503
Income Taxes	24,716			35,155				76,002			102,121
Income Before Discontinued Operations and Cumulative Effect of a Change in Accounting Principles	$	92,923		$	111,981			$	254,442		$	327,382
Discontinued operations, net of tax	—			—				—			8,875
Cumulative effect of changes in accounting principles, net of tax	—			—				—			26,462
Net Income	$	92,923		$			111,981	$	254,442		$	362,719
Average Common Shares Outstanding	180,881			177,751				180,129			175,944
Earnings Per Common Share - Basic
Income before discontinued operations and cumulative effect of changes in accounting principles	$	0.51		$		0.63		$	1.41		$	1.86
Discontinued operations, net of tax	—			—				—			0.05
Cumulative effect of changes in accounting principles, net of tax	—			—				—			0.15
Net Income	$	0.51		$		0.63		$	1.41		$	2.06
Earnings Per Common Share - Assuming Dilution
Income before discontinued operations and cumulative effect of changes in accounting principles	$	0.50		$		0.62		$	1.39		$	1.84
Discontinued operations, net of tax	—			—				—			0.05
Cumulative effect of changes in accounting principles, net of tax	—			—				—			0.15
Net Income	$	0.50		$		0.62		$	1.39		$	2.04
Dividends Declared Per Common Share	$	0.47		$		0.46		$	1.41		$	1.38

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)

(dollars in thousands)

	September 30 2004			December 31 2003
ASSETS
Current Assets
Cash and cash equivalents	$	152,374		$	169,120
Restricted deposits	140,944			92,813
Notes receivable, current	84,171			189,854
Accounts receivable less accumulated provision for doubtful accounts of $1,739 at September 30, 2004, and $7,884 at December 31, 2003	822,989			1,074,518
Fuel, emission allowances, and supplies	436,113			357,625
Energy risk management current assets	469,592			305,058
Prepayments and other	127,847			53,609
Total current assets	2,234,030			2,242,597
Property, Plant, and Equipment - at Cost
Utility plant in service	10,049,768			9,732,123
Construction work in progress	282,488			275,459
Total utility plant	10,332,256			10,007,582
Non-regulated property, plant, and equipment	4,620,851			4,527,943
Accumulated depreciation	5,159,602			4,908,019
Net property, plant, and equipment	9,793,505			9,627,506
Other Assets
Regulatory assets	992,917			1,012,151
Investments in unconsolidated subsidiaries	516,732			494,520
Energy risk management non-current assets	136,756			97,334
Notes receivable, non-current	199,005			213,853
Other investments	120,964			184,044
Goodwill and intangible assets	61,426			45,349
Other	187,995			197,351
Total other assets	2,215,795			2,244,602
Assets of Discontinued Operations	—			4,501
Total Assets	$	14,243,330		$	14,119,206
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,078,526		$	1,240,423
Accrued taxes	137,099			217,993
Accrued interest	61,191			68,952
Notes payable and other short-term obligations	1,196,763			351,412
Long-term debt due within one year	220,413			839,103
Energy risk management current liabilities	396,148			296,122
Other	145,072			107,438
Total current liabilities	3,235,212			3,121,443
Non-current Liabilities
Long-term debt	3,935,936			4,131,909
Deferred income taxes	1,648,069			1,557,981
Unamortized investment tax credits	101,977			108,884
Accrued pension and other post-retirement benefit costs	602,698			662,834
Accrued cost of removal	520,844			490,856
Energy risk management non-current liabilities	133,328			64,861
Other	221,509			205,344
Total non-current liabilities	7,164,361			7,222,669
Liabilities of Discontinued Operations	—			11,594
Total Liabilities	10,399,573			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 - 181,122,065 at September 30, 2004, and 178,438,369 at December 31, 2003; outstanding shares - 180,995,556 at September 30, 2004, and 178,336,854 at December 31, 2003	1,811			1,784
Paid-in capital	2,272,651			2,195,985
Retained earnings	1,551,848			1,551,003
Treasury shares at cost - 126,509 shares at September 30, 2004, and 101,515 shares at December 31, 2003	(4,026		)	(3,255		)
Accumulated other comprehensive loss	(41,345		)	(44,835		)
Total common stock equity	3,780,939			3,700,682
Total Liabilities and Shareholders’ Equity	$	14,243,330		$	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 September 30

(unaudited)

(dollars in thousands, except per share amounts)

	2004			2003
Commercial Businesses
Net Income	$	42,165		$	52,204
Earnings Per Share - diluted	$	0.22		$	0.29
Electricity Trading Volumes (MWhs)	52,849,171			47,084,832
Physical and Financial Gas Trading Volumes (Bcf/d)	58.2			50.1
Regulated Businesses
Net Income	$	61,493		$	62,814
Earnings Per Share - diluted	$	0.34		$	0.35
Electric Retail MWh Sales and Transportation	13,906,075			13,927,817
Gas Retail Mcf Sales and Transportation	9,673,313			9,882,309
Electric Customers (End of Period)	1,547,420			1,538,134
Gas Customers (End of Period)	501,361			502,557
Power Technology & Infrastructure Services
Net Income	$	(10,735	)	$	(3,037	)
Earnings Per Share - diluted	$	(0.06	)	$	(0.02	)

EX-99.5

Exhibit 99.5

CINERGY CORP.

BUSINESS SEGMENT SUMMARY INFORMATION

For the Year to Date September 30

(unaudited)

(dollars in thousands, except per share amounts)

	2004			2003
Commercial Businesses
Net Income	$	117,637		$	213,641
Earnings Per Share - diluted	$	0.64		$	1.20
Electricity Trading Volumes (MWhs)	136,367,693			114,391,424
Physical and Financial Gas Trading Volumes (Bcf/d)	50.8			55.4
Regulated Businesses
Net Income	$	176,786		$	162,988
Earnings Per Share - diluted	$	0.97		$	0.92
Electric Retail MWh Sales and Transportation	40,109,527			38,988,117
Gas Retail Mcf Sales and Transportation	64,817,735			67,969,125
Electric Customers (End of Period)	1,547,420			1,538,134
Gas Customers (End of Period)	501,361			502,557
Power Technology & Infrastructure Services
Net Income	$	(39,981	)	$	(13,910	)
Earnings Per Share - diluted	$	(0.22	)	$	(0.08	)

EX-99.6

Exhibit 99.6

CINERGY CORP.

BUSINESS SEGMENT EARNINGS DRIVER ANALYSIS

For the Quarter Ended September 30, 2004

(unaudited)

Commercial Businesses
Earnings Per Share - diluted - 2003	$	0.29
Employee retirement/severance and other charges	0.02
Weather	(0.01		)
Electric sales volumes	0.01
Power marketing, trading and origination	0.03
Gas marketing, trading and origination	(0.04		)
Energy services	0.02
Fuel costs	(0.01		)
Emissions allowances	(0.05		)
Operating and administrative expenses	(0.01		)
Maintenance expense	(0.01		)
Depreciation	(0.01		)
Other - net	(0.01		)
Earnings Per Share - diluted - 2004	$	0.22
Regulated Businesses
Earnings Per Share - diluted - 2003	$	0.35
Employee retirement/severance and other charges	0.01
Weather	(0.04		)
Electric sales volumes	0.03
Price increases	0.12
Other electric revenues	0.02
Operating and administrative expenses	(0.02		)
Maintenance expense	(0.03		)
Depreciation	(0.07		)
Financing and dilution	(0.01		)
Other - net	(0.02		)
Earnings Per Share - diluted - 2004	$	0.34
Power Technology & Infrastructure Services
Earnings Per Share - diluted - 2003	$	(0.02	)
Employee retirement/severance and other charges	(0.05		)
Results of investments	0.01
Earnings Per Share - diluted - 2004	$	(0.06	)

EX-99.7

Exhibit 99.7

CINERGY CORP.

BUSINESS SEGMENT EARNINGS DRIVER ANALYSIS

For the Year to Date September 30, 2004

(unaudited)

Commercial Businesses
Earnings Per Share - diluted - 2003	$	1.20
Cumulative effect of a change in accounting principles	(0.15		)
Discontinued operations	(0.05		)
Electric sales volumes	0.03
Power marketing, trading and origination	0.12
Gas marketing, trading and origination	(0.18		)
Energy services	0.07
Fuel costs	(0.08		)
Emissions allowances	(0.15		)
Transmission expenses	(0.03		)
Operating and administrative expenses	(0.04		)
Maintenance expense	(0.02		)
Depreciation	0.02
Financing and dilution	(0.03		)
Effective tax rate	(0.02		)
Other - net	(0.05		)
Earnings Per Share - diluted - 2004	$	0.64
Regulated Businesses
Earnings Per Share - diluted - 2003	$	0.92
Employee retirement/severance and other charges	(0.01		)
Weather	(0.02		)
Electric sales volumes	0.11
Price increases	0.17
Other electric revenues	0.05
Operating and administrative expenses	(0.04		)
Maintenance expense	(0.04		)
Depreciation	(0.15		)
Financing and dilution	(0.02		)
Earnings Per Share - diluted - 2004	$	0.97
Power Technology & Infrastructure Services
Earnings Per Share - diluted - 2003	$	(0.08	)
Employee retirement/severance and other charges	(0.17		)
Results of investments	0.03
Earnings Per Share - diluted - 2004	$	(0.22	)