8-K

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): January 27, 2005

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

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:

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

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

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

o Pre-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 January 27, 2005, Cinergy Corp. issued a press release announcing its fourth quarter and fiscal year 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 and 99.6 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, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CINERGY CORP.
Dated: February 2, 2005	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
	Angeline Protogere 317-838-1338
Investor contact:	Brad Arnett 513-287-3024
Website:	www.cinergy.com

FOR IMMEDIATE RELEASE – January 27, 2005

CINERGY REPORTS 2004 RESULTS;

FINISHES WITH STRONG FOURTH QUARTER

CINCINNATI – Cinergy Corp. (NYSE:CIN) today reported fourth quarter 2004 earnings of $0.79 per share on a diluted basis.  This represents a 34 percent improvement over last year’s $0.59 per share for the same quarter.

For the full year 2004, Cinergy’s earnings were $2.18 per share on a diluted basis, after net charges totaling $0.26 per share primarily for write-downs of certain investments, implementation of the company’s continuous improvement initiative and a gain from the sale of certain technology assets.  Excluding the impact of such charges, ongoing earnings for 2004 of $2.44 per share compared favorably to the consensus forecast of equity analysts of $2.42 per share.

The $2.18 per share for 2004 compares with earnings of $2.63 per share on a diluted basis in 2003, which included gains of $0.20 per share from the cumulative effect of changes in accounting principles and discontinued operations and other previously reported charges totaling $0.11 per share.

The $0.79 per share for the fourth quarter of 2004 includes a $0.07 per share gain from the sale of certain technology assets, which was partially offset by a $0.05 per share charge for certain items including write-downs of investments and costs relating to the implementation of the company’s continuous improvement initiative.   The $0.59 per share for the same period in 2003 included a previously reported charge of $0.01 per share.

(more)

“We faced many challenges through 2004 and are very pleased to finish the year with a strong fourth quarter,” said James E. Rogers, chairman, president and chief executive officer.  “While we certainly felt the effect of mild weather and rising emission allowance costs during the year, we have taken a number of constructive steps to hedge future emission allowance risk exposure.”

“Actions taken during the year have positioned us well for the future,” said James L. Turner, executive vice president and chief financial officer.  “Gaining approval of the Ohio rate stabilization plan allows us to be compensated for committing our low-cost generation to Ohio’s electric customers for the next several years.”

Fourth quarter earnings from the Regulated Businesses segment were $0.41 per share, as compared with $0.26 per share in last year’s fourth quarter.  Contributing to the increase were improved electric gross margins resulting from higher electric retail sales volumes during the quarter and the electric rate increase for PSI Energy, Inc., approved earlier in the year.  Higher retail electric sales volumes were driven by an increase in non-weather related demand of approximately 2 percent as compared with the fourth quarter of 2003.

Commercial Businesses’ earnings for the fourth quarter were $0.33 per share compared with $0.34 per share for the fourth quarter of last year.  Higher costs and lower margins from the wholesale power and generation businesses were substantially offset by increased margins in the wholesale gas business.

The Power Technology and Infrastructure Services segment reported earnings of $0.05 per share in the fourth quarter of 2004, including a $0.07 per share gain from the sale of certain technology assets and a $0.01 per share charge relating to the write-down of a technology investment.  Excluding the gain and the write-down during the quarter, the on-going loss from the segment equaled the $0.01 per share loss in fourth quarter of 2003.

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Earlier this month, Cinergy increased its annual common stock dividend for the third consecutive year.  The new annual rate of $1.92 per share represents a 2.1 percent increase over the previous rate of $1.88 per share.

In November 2004, the Public Utilities Commission of Ohio approved a rate stabilization plan for The Cincinnati Gas & Electric Co. that permits non-residential electric rates to increase in 2005 and residential electric rates to increase in 2006.  The plan provides compensation for CG&E’s commitment of low-cost generation to serve Ohio customers, as well as recovery of costs related to environmental compliance, homeland security, taxes, fuel and emission allowances.

The company also released its report on the potential impact of regulation of greenhouse gas (GHG) emissions on the operation of its electric generating system.  The Air Issues Report to Stakeholders was prepared in collaboration with the Committee on Mission Responsibility through Investment of the Presbyterian Church (USA).  Although passage of GHG emission controls does not appear to be imminent, Cinergy said it plans to work proactively with its shareholders and other interested parties in shaping the climate change debate.  Its goal is the development of a reasonable long-term reduction strategy that can be managed effectively by the company and by the larger economy in which it operates.

PSI Energy signed a letter of intent with General Electric and Bechtel Corporation to study the feasibility of constructing a commercial, integrated gasification combined cycle (IGCC) generating station, the first plant of its kind announced under the recently proposed GE-Bechtel alliance.  The study will result in site-specific data for assessing the economic feasibility of the project, plant performance and output, emissions, and the potential plant footprint. The companies also will work together during this period to develop public and government support for the project and a preliminary project execution plan.  The plant would use coal to produce 500 to 600 megawatts of electricity to help meet increased electrical demand over the next decade with significantly lower environmental emissions than a traditional pulverized coal facility.

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Other major achievements in 2004 included:

•Being named to the Dow Jones World Sustainability Indexes, an international benchmark for excellence in social, economic and environmental leadership for the second straight year

•Being selected as Power Company of the Year in the 2004 Platts Global Energy Awards

•Receiving approval from the Indiana Utility Regulatory Commission for an increase in electric rates for PSI Energy of $140 million, reflecting increased environmental compliance costs, additional capacity to meet customers’ energy demands and investments in the transmission and distribution system

•Implementing the “CIN-10” continuous improvement initiative which is on course to deliver $50 million in pre-tax earnings for 2005 through targeted productivity improvements and revenue enhancements.

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.

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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 financial information for the fourth quarter and year 2003.

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EX-99.2

Exhibit 99.2

CINERGY CORP.

CONSOLIDATED STATEMENTS OF INCOME

For the Periods Ended December 31, 2004 and 2003

(unaudited)

(dollars in thousands, except per share amounts)

	Quarter Ended				Year To Date
	2004		2003		2004			2003
Operating Revenues
Electric	$	855,571	$	853,556	$	3,536,649		$	3,320,256
Gas	259,090		197,129		783,316			835,507
Other	102,311		71,335		367,985			260,114
Total Operating Revenues	1,216,972		1,122,020		4,687,950			4,415,877
Operating Expenses
Fuel, emission allowances, and purchased power	310,163		316,332		1,244,027			1,136,950
Gas purchased	137,359		134,938		428,087			503,834
Costs of fuel resold	77,450		51,691		280,891			196,974
Operation and maintenance	313,297		258,721		1,282,278			1,118,680
Depreciation	126,533		98,726		460,389			398,871
Taxes other than income taxes	49,625		49,211		253,945			249,746
Total Operating Expenses	1,014,427		909,619		3,949,617			3,605,055
Operating Income	202,545		212,401		738,333			810,822
Equity in Earnings of Unconsolidated Subsidiaries	30,154		3,549		48,249			15,201
Miscellaneous Income (Expense) - Net	8,206		10,478		(3,213		)	38,156
Interest Expense	65,792		77,140		275,238			270,874
Preferred Dividend Requirement of Subsidiary Trust	—		—		—			11,940
Preferred Dividend Requirements of Subsidiaries	858		859		3,432			3,433
Income Before Taxes	174,255		148,429		504,699			577,932
Income Taxes	27,829		41,387		103,831			143,508
Income Before Discontinued Operations and Cumulative Effect of a Change in Accounting Principles	$	146,426	$	107,042	$	400,868		$	434,424
Discontinued operations, net of tax	—		11		—			8,886
Cumulative Effect of a change in accounting principles, net of tax	—		—		—			26,462
Net Income	$	146,426	$	107,053	$	400,868		$	469,772
Average Common Shares Outstanding	183,455		178,288		180,965			176,535
Earnings Per Common Share - Basic
Income before discontinued operations and cumulative effect of changes in accounting principles	$	0.81	$	0.60	$	2.22		$	2.46
Discontinued operations, net of tax	—		—		—			0.05
Cumulative effect of changes in accounting principles, net of tax	—		—		—			0.15
Net Income	$	0.81	$	0.60	$	2.22		$	2.66
Earnings Per Common Share - Diluted
Income before discontinued operations and cumulative effect of changes in accounting principles	$	0.79	$	0.59	$	2.18		$	2.43
Discontinued operations, net of tax	—		—		—			0.05
Cumulative effect of changes in accounting principles, net of tax	—		—		—			0.15
Net Income	$	0.79	$	0.59	$	2.18		$	2.63
Cash Dividends Declared Per Common Share	$	0.47	$	0.46	$	1.88		$	1.84

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)

	December 31			December 31
	2004			2003
ASSETS
Current Assets
Cash and cash equivalents	$	164,541		$	169,120
Notes receivable, current	214,513			189,854
Accounts receivable less accumulated provision for doubtful accounts of $5,514 at December 31, 2004, and $7,884 at December 31, 2003	1,061,140			1,074,518
Fuel, emission allowances, and supplies	444,750			357,625
Energy risk management current assets	381,146			305,058
Prepayments and other	174,624			146,422
Total current assets	2,440,714			2,242,597
Property, Plant, and Equipment - at Cost
Utility plant in service	10,076,468			9,732,123
Construction work in progress	333,687			275,459
Total utility plant	10,410,155			10,007,582
Non-regulated property, plant, and equipment	4,700,009			4,527,943
Accumulated depreciation	5,180,699			4,908,019
Net property, plant, and equipment	9,929,465			9,627,506
Other Assets
Regulatory assets	1,030,333			1,029,242
Investments in unconsolidated subsidiaries	513,675			494,520
Energy risk management non-current assets	138,787			97,334
Notes receivable, non-current	193,857			213,853
Other investments	125,367			184,044
Goodwill and intangible assets	60,502			45,349
Restricted funds held in trust	358,006			—
Other	191,611			180,260
Total other assets	2,612,138			2,244,602
Assets of Discontinued Operations	—			4,501
Total Assets	$	14,982,317		$	14,119,206
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,348,576		$	1,240,423
Accrued taxes	216,804			217,993
Accrued interest	54,473			68,952
Notes payable and other short-term obligations	958,910			351,412
Long-term debt due within one year	219,967			839,103
Energy risk management current liabilities	310,741			296,122
Other	171,188			107,438
Total current liabilities	3,280,659			3,121,443
Non-current Liabilities
Long-term debt	4,227,741			4,131,909
Deferred income taxes	1,597,120			1,557,981
Unamortized investment tax credits	99,723			108,884
Accrued pension and other post-retirement benefit costs	688,277			662,834
Regulatory liabilities	557,419			490,856
Energy risk management non-current liabilities	127,340			64,861
Other	225,298			205,344
Total non-current liabilities	7,522,918			7,222,669
Liabilities of Discontinued Operations	—			11,594
Total Liabilities	10,803,577			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 - 187,653,506 at December 31, 2004, and 178,438,369 at December 31, 2003; outstanding shares - 187,524,229 at December 31, 2004, and 178,336,854 at December 31, 2003	1,877			1,784
Treasury shares at cost - 129,277 shares at December 31, 2004, and 101,515 shares at December 31, 2003	(4,336		)	(3,255		)
Paid-in capital	2,559,715			2,195,985
Retained earnings	1,613,340			1,551,003
Accumulated other comprehensive income (loss)	(54,674		)	(44,835		)
Total common stock equity	4,115,922			3,700,682
Total Liabilities and Equity	$	14,982,317		$	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 Year to Date December 31

(unaudited)

(dollars in thousands, except per share amounts)

	2004			2003
Commercial Businesses
Net Income	$	178,777		$	275,247
Earnings Per Share - diluted	$	0.97		$	1.54
Electricity Trading Volumes (MWhs)	185,148,553			147,461,653
Physical and Financial Gas Trading Volumes (Bcf/d)	51.6			53.2
Regulated Businesses
Net Income	$	253,138		$	210,929
Earnings Per Share - diluted	$	1.38		$	1.18
Electric Retail MWh Sales and Transportation	52,655,549			51,333,190
Gas Retail Mcf Sales and Transportation	91,012,963			95,394,249
Electric Customers (End of Period)	1,566,693			1,535,913
Gas Customers (End of Period)	511,123			504,637
Power Technology & Infrastructure Services
Net Income	$	(31,047	)	$	(16,404	)
Earnings Per Share - diluted	$	(0.17	)	$	(0.09	)

EX-99.5

Exhibit 99.5

CINERGY CORP.

BUSINESS SEGMENT EARNINGS DRIVER ANALYSIS

For the Quarter Ended December 31, 2004

(unaudited)

Commercial Businesses
Earnings Per Share - diluted - 2003	$	0.34
Employee retirement/severance and other charges	(0.04		)
Electric sales volumes	0.02
Power marketing, trading and origination	(0.04		)
Gas marketing, trading and origination	0.20
Fuel costs	(0.01		)
Emissions allowances	(0.05		)
Transmission expenses	(0.01		)
Operating and administrative expenses	(0.05		)
Maintenance expense	(0.02		)
Financing and dilution	(0.01		)
Earnings Per Share - diluted - 2004	$	0.33
Regulated Businesses
Earnings Per Share - diluted - 2003	$	0.26
Employee retirement/severance and other charges	0.01
Electric sales volumes	0.02
Price increases	0.11
Other electric revenues	0.04
Regulatory deferrals	0.04
Operating and administrative expenses	(0.04		)
Maintenance expense	(0.01		)
Depreciation	(0.07		)
Financing and dilution	0.02
Other - net	0.03
Earnings Per Share - diluted - 2004	$	0.41
Power Technology & Infrastructure Services
Earnings Per Share - diluted - 2003	$	(0.01	)
Employee retirement/severance and other charges	0.06
Earnings Per Share - diluted - 2004	$	0.05

EX-99.6

Exhibit 99.6

CINERGY CORP.

BUSINESS SEGMENT EARNINGS DRIVER ANALYSIS

For the Year to Date December 31, 2004

(unaudited)

Commercial Businesses
Earnings Per Share - diluted - 2003	$	1.54
Cumulative effect of a change in accounting principles	(0.15		)
Discontinued operations	(0.05		)
Employee retirement/severance and other charges	(0.04		)
Electric sales volumes	0.05
Power marketing, trading and origination	0.08
Gas marketing, trading and origination	0.02
Energy services	0.07
Fuel costs	(0.09		)
Emissions allowances	(0.20		)
Transmission expenses	(0.04		)
Operating and administrative expenses	(0.09		)
Maintenance expense	(0.04		)
Depreciation	0.02
Financing and dilution	(0.04		)
Other - net	(0.07		)
Earnings Per Share - diluted - 2004	$	0.97
Regulated Businesses
Earnings Per Share - diluted - 2003	$	1.18
Weather	(0.02		)
Electric sales volumes	0.13
Price increases	0.28
Other electric revenues	0.09
Regulatory deferrals	0.04
Operating and administrative expenses	(0.08		)
Maintenance expense	(0.05		)
Depreciation	(0.22		)
Other - net	0.03
Earnings Per Share - diluted - 2004	$	1.38
Power Technology & Infrastructure Services
Earnings Per Share - diluted - 2003	$	(0.09	)
Employee retirement/severance and other charges	(0.11		)
Results of investments	0.03
Earnings Per Share - diluted - 2004	$	(0.17	)