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 March 31, 1995 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 1-11377 CINERGY CORP. (Exact name of registrant as specified in its charter) DELAWARE 31-1385023 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 139 East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) Registrant`s telephone number: (513) 381-2000 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ As of April 30, 1995, 155,988,650 shares of Common Stock, par value $.01 per share, were outstanding. CINERGY CORP. TABLE OF CONTENTS Item Number PART I. FINANCIAL INFORMATION 1 Consolidated Financial Statements Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Changes in Common Stock Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 	PART II. OTHER INFORMATION 1 Legal Proceedings 4 Submission of Matters to a Vote of Security Holders 6 Exhibits and Reports on Form 8-K Signatures CINERGY CORP. CONSOLIDATED BALANCE SHEETS ASSETS March 31 December 31 1995 1994 (unaudited) (dollars in thousands) Utility Plant - original cost In service Electric. . . . . . . . . . . . . . . . . $8 345 876 $8 292 625 Gas . . . . . . . . . . . . . . . . . . . 654 905 645 602 Common. . . . . . . . . . . . . . . . . . 185 812 185 718 9 186 593 9 123 945 Accumulated depreciation. . . . . . . . . . 3 218 005 3 163 802 5 968 588 5 960 143 Construction work in progress . . . . . . . 234 816 238 750 Total utility plant . . . . . . . . . . 6 203 404 6 198 893 Current Assets Cash and temporary cash investments . . . . 37 279 71 880 Restricted deposits . . . . . . . . . . . . 5 544 11 288 Accounts receivable less accumulated provision of $10,949,000 at March 31, 1995 and $9,716,000 at December 31, 1994 for doubtful accounts . . . . . . . . . . 279 258 299 509 Materials, supplies, and fuel - at average cost Fuel for use in electric production . . 158 044 156 028 Gas stored for current use. . . . . . . 12 166 31 284 Other materials and supplies. . . . . . 93 152 92 880 Property taxes applicable to subsequent year. . . . . . . . . . . . . . . . . . . 114 465 112 420 Prepayments and other . . . . . . . . . . . 40 421 36 416 740 329 811 705 Other Assets Regulatory assets Post-in-service carrying costs and deferred operating expenses . . . . . . 188 937 185 280 Phase-in deferred return and depreciation. . . . . . . . . . . . . . 103 076 100 943 Deferred demand-side management costs . . 113 076 104 127 Amounts due from customers - income taxes . . . . . . . . . . . . . . . . . 397 228 408 514 Deferred merger costs . . . . . . . . . . 52 941 49 658 Unamortized costs of reacquiring debt . . 71 208 70 424 Other . . . . . . . . . . . . . . . . . . 75 531 86 017 Other . . . . . . . . . . . . . . . . . . . 140 968 134 281 1 142 965 1 139 244 $8 086 698 $8 149 842 <FN> The accompanying notes are an integral part of these consolidated financial statements. CINERGY CORP. CAPITALIZATION AND LIABILITIES March 31 December 31 1995 1994 (unaudited) (dollars in thousands) Common Stock Equity Common stock - $.01 par value; authorized shares - 600,000,000; outstanding shares - 155,920,477 at March 31, 1995, and 155,198,038 at December 31, 1994 . . . . . . . . . . . . . . $ 1 559 $ 1 552 Paid-in capital . . . . . . . . . . . . . . . . 1 553 478 1 535 658 Retained earnings . . . . . . . . . . . . . . . 911 857 877 061 Total common stock equity . . . . . . . . . 2 466 894 2 414 271 Cumulative Preferred Stock of Subsidiaries Not subject to mandatory redemption . . . . . . 267 929 267 929 Subject to mandatory redemption . . . . . . . . 210 000 210 000 Long-term Debt. . . . . . . . . . . . . . . . . . 2 516 417 2 715 269 Total capitalization. . . . . . . . . . . . 5 461 240 5 607 469 Current Liabilities Long-term debt due within one year. . . . . . . 174 400 60 400 Notes payable . . . . . . . . . . . . . . . . . 230 101 228 900 Accounts payable. . . . . . . . . . . . . . . . 186 005 266 467 Refund due to customers . . . . . . . . . . . . 15 601 15 482 Litigation settlement . . . . . . . . . . . . . 80 000 80 000 Accrued taxes . . . . . . . . . . . . . . . . . 303 202 258 041 Accrued interest. . . . . . . . . . . . . . . . 50 567 58 504 Other . . . . . . . . . . . . . . . . . . . . . 41 948 36 610 1 081 824 1 004 404 Other Liabilities Deferred income taxes . . . . . . . . . . . . . 1 062 836 1 071 104 Unamortized investment tax credits . . . . . . 193 306 195 878 Accrued pension and other postretirement benefit costs . . . . . . . . . . . . . . . . 143 271 133 578 Other . . . . . . . . . . . . . . . . . . . . . 144 221 137 409 1 543 634 1 537 969 $8 086 698 $8 149 842 CINERGY CORP. CONSOLIDATED STATEMENTS OF INCOME (unaudited) Quarter Ended Twelve Months Ended March 31 March 31 1995 1994 1995 1994 (in thousands, except per share amounts) Operating Revenues Electric . . . . . . . . . . . . . . . . . . . . . . . . $629 291 $634 582 $2 461 514 $2 409 370 Gas. . . . . . . . . . . . . . . . . . . . . . . . . . . 175 211 229 151 388 458 505 804 804 502 863 733 2 849 972 2 915 174 Operating Expenses Fuel used in electric production . . . . . . . . . . . . 180 951 189 418 717 518 724 397 Gas purchased. . . . . . . . . . . . . . . . . . . . . . 94 493 142 025 200 761 300 399 Purchased and exchanged power. . . . . . . . . . . . . . 5 666 19 791 34 957 50 163 Other operation. . . . . . . . . . . . . . . . . . . . . 119 888 117 774 564 076 464 454 Maintenance. . . . . . . . . . . . . . . . . . . . . . . 44 322 46 002 199 279 197 758 Depreciation . . . . . . . . . . . . . . . . . . . . . . 73 456 72 201 295 650 283 637 Post-in-service deferred operating expenses - net. . . . (2 004) (1 457) (6 545) (9 856) Phase-in deferred depreciation . . . . . . . . . . . . . - (1 313) (848) (6 662) Income taxes . . . . . . . . . . . . . . . . . . . . . . 62 470 61 731 152 920 180 005 Taxes other than income taxes. . . . . . . . . . . . . . 64 047 62 758 245 304 233 084 643 289 708 930 2 403 072 2 417 379 Operating Income . . . . . . . . . . . . . . . . . . . . . 161 213 154 803 446 900 497 795 Other Income and Expenses - Net Allowance for equity funds used during construction. . . 954 3 530 3 625 14 791 Post-in-service carrying costs . . . . . . . . . . . . . 2 568 2 201 10 147 15 544 Phase-in deferred return . . . . . . . . . . . . . . . . 2 134 7 621 9 864 31 290 Write-off of a portion of Zimmer Station . . . . . . . . - - - (234 844) Income taxes Related to the write-off of a portion of Zimmer Station . . . . . . . . . . . . . . . . . . . - - - 12 085 Other. . . . . . . . . . . . . . . . . . . . . . . . . 1 045 2 102 9 552 13 583 Other - net. . . . . . . . . . . . . . . . . . . . . . . 414 (5 001) (23 029) (21 808) 7 115 10 453 10 159 (169 359) Income Before Interest and Other Charges . . . . . . . . . 168 328 165 256 457 059 328 436 Interest and Other Charges Interest on long-term debt . . . . . . . . . . . . . . . 55 061 56 147 218 162 226 289 Other interest . . . . . . . . . . . . . . . . . . . . . 5 311 3 360 22 321 8 717 Allowance for borrowed funds used during construction. . (2 311) (3 191) (11 452) (12 739) Preferred dividend requirements of subsidiaries. . . . . 8 657 9 586 34 630 38 980 66 718 65 902 263 661 261 247 Net Income . . . . . . . . . . . . . . . . . . . . . . . . $101 610 $ 99 354 $ 193 398 $ 67 189 Average Common Shares Outstanding. . . . . . . . . . . . . 155 682 145 758 149 873 144 811 Earnings Per Common Share. . . . . . . . . . . . . . . . . $.65 $.68 $1.29 $ .46 Dividends Declared Per Common Share. . . . . . . . . . . . $.43 $.38 $1.55 $1.48 <FN> The accompanying notes are an integral part of these consolidated financial statements. CINERGY CORP. CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK EQUITY (unaudited) Common Paid-in Retained Total Common Stock Capital Earnings Stock Equity (dollars in thousands) Quarter Ended March 31, 1995 Balance January 1, 1995. . . . . . . . . . $1 552 $1 535 658 $ 877 061 $2 414 271 Net income . . . . . . . . . . . . . . . . 101 610 101 610 Issuance of 722,439 shares of common stock . . . . . . . . . . . . . . 7 18 004 18 011 Common stock issuance expenses . . . . . . (184) (184) Dividends on common stock (see page 5 for per share amount). . . . (66 814) (66 814) Balance March 31, 1995 . . . . . . . . . . $1 559 $1 553 478 $ 911 857 $2 466 894 Quarter Ended March 31, 1994 Balance January 1, 1994. . . . . . . . . . $1 453 $1 312 426 $ 907 802 $2 221 681 Net income . . . . . . . . . . . . . . . . 99 354 99 354 Issuance of 723,188 shares of common stock . . . . . . . . . . . . . . 7 17 191 17 198 Common stock issuance expenses . . . . . . (23) (23) Dividends on common stock (see page 5 for per share amount). . . . (55 603) (55 603) Other. . . . . . . . . . . . . . . . . . . (6) (6) Balance March 31, 1994 . . . . . . . . . . $1 460 $1 329 588 $ 951 553 $2 282 601 Twelve Months Ended March 31, 1995 Balance April 1, 1994. . . . . . . . . . . $1 460 $1 329 588 $ 951 553 $2 282 601 Net income . . . . . . . . . . . . . . . . 193 398 193 398 Issuance of 9,829,293 shares of common stock . . . . . . . . . . . . . . 99 228 695 228 794 Common stock issuance expenses . . . . . . (5 386) (5 386) Dividends on common stock (see page 5 for per share amount). . . . (232 573) (232 573) Other. . . . . . . . . . . . . . . . . . . 581 (521) 60 Balance March 31, 1995 . . . . . . . . . . $1 559 $1 553 478 $ 911 857 $2 466 894 Twelve Months Ended March 31, 1994 Balance April 1, 1993. . . . . . . . . . . $1 436 $1 272 607 $1 098 332 $2 372 375 Net income . . . . . . . . . . . . . . . . 67 189 67 189 Issuance of 2,407,288 shares of common stock . . . . . . . . . . . . . . 24 59 010 59 034 Common stock issuance expenses . . . . . . (142) (142) Dividends on common stock (see page 5 for per share amount). . . . (214 044) (214 044) Other. . . . . . . . . . . . . . . . . . . (1 887) 76 (1 811) Balance March 31, 1994 . . . . . . . . . . $1 460 $1 329 588 $ 951 553 $2 282 601 <FN> The accompanying notes are an integral part of these consolidated financial statements. CINERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Quarter Ended Twelve Months Ended March 31 March 31 1995 1994 1995 1994 (in thousands) OPERATING ACTIVITIES Net income. . . . . . . . . . . . . . . . . . . . . $101 610 $ 99 354 $ 193 398 $ 67 189 Items providing (using) cash currently: Depreciation. . . . . . . . . . . . . . . . . . . 73 456 72 201 295 650 283 637 Deferred income taxes and investment tax credits - net . . . . . . . . . . . . . . . . . 1 769 8 591 24 104 102 841 Allowance for equity funds used during construction. . . . . . . . . . . . . . . . . . (954) (3 530) (3 625) (14 791) Deferred gas and electric fuel costs - net. . . . 6 984 7 604 (10 891) (7 469) Regulatory assets Post-in-service and phase-in cost deferrals . . (6 673) (12 592) (27 371) (63 351) Deferred merger costs . . . . . . . . . . . . . (3 284) (9 514) (15 031) (25 613) Other . . . . . . . . . . . . . . . . . . . . . 9 188 1 803 3 865 501 Write-off of a portion of Zimmer Station. . . . . - - - 234 844 Changes in current assets and current liabilities Restricted deposits . . . . . . . . . . . . . 15 (44) 10 105 66 Accounts receivable . . . . . . . . . . . . . 20 251 (24 189) 84 990 (28 025) Materials, supplies, and fuel . . . . . . . . 16 830 19 825 (48 944) 32 154 Accounts payable. . . . . . . . . . . . . . . (80 462) (63 597) (25 056) 15 223 Refund due to customers . . . . . . . . . . . 119 (34 484) (31 747) (91 786) Advance under accounts receivable purchase agreement. . . . . . . . . . . . . - (49 940) - - Accrued taxes and interest. . . . . . . . . . 37 224 34 979 7 998 1 948 Other items - net . . . . . . . . . . . . . . . . 6 063 13 590 105 042 11 678 Net cash provided by (used in) operating activities. . . . . . . . . . . . 182 136 60 057 562 487 519 046 FINANCING ACTIVITIES Issuance of common stock. . . . . . . . . . . . . . 17 827 17 175 223 408 58 892 Issuance of preferred stock of subsidiaries . . . . - - - 59 475 Issuance of long-term debt. . . . . . . . . . . . . - 361 025 59 910 821 041 Funds on deposit from issuance of long-term debt. . . . . . . . . . . . . . . . . . . . . . . 5 729 9 177 24 449 38 207 Retirement of preferred stock of subsidiaries . . . - (4) (40 422) (60 111) Redemption of long-term debt. . . . . . . . . . . . (87 517) (313 247) (87 952) (815 569) Change in short-term debt . . . . . . . . . . . . . 1 201 69 055 (16 668) 204 099 Dividends on common stock . . . . . . . . . . . . . (66 814) (55 603) (232 573) (214 044) Net cash provided by (used in) financing activities. . . . . . . . . . . . (129 574) 87 578 (69 848) 91 990 INVESTING ACTIVITIES Construction expenditures (less allowance for equity funds used during construction). . . . . . (78 214) (88 996) (468 903) (527 531) Deferred demand-side management costs . . . . . . . (8 949) (7 842) (48 375) (37 211) Net cash provided by (used in) investing activities. . . . . . . . . . . . (87 163) (96 838) (517 278) (564 742) Net increase (decrease) in cash and temporary cash investments. . . . . . . . . . . . . (34 601) 50 797 (24 639) 46 294 Cash and temporary cash investments at beginning of period . . . . . . . . . . . . . . . . 71 880 11 121 61 918 15 624 Cash and temporary cash investments at end of period . . . . . . . . . . . . . . . . . . . $ 37 279 $ 61 918 $ 37 279 $ 61 918 <FN> The accompanying notes are an integral part of these consolidated financial statements. CINERGY CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1.These Consolidated Financial Statements reflect all adjustments (which include only normal, recurring adjustments) necessary in the opinion of CINergy Corp. (CINergy or Company) for a fair presentation of the interim results. These statements should be read in conjunction with CINergy`s 1994 Annual Report on Form 10-K, as amended (1994 Form 10-K) (Commission File Number 1-11377). 2.	As previously discussed in the 1994 Form 10-K, The Cincinnati Gas & Electric Company (CG&E), a subsidiary of CINergy, redeemed $59 million principal amount of its 9.70% first mortgage bonds (due June 15, 2019) on April 30, 1995, and $55 million principal amount of its 10 1/8% first mortgage bonds (due May 1, 2020) on May 1, 1995. Additionally, $41 million principal amount of the 9.70% first mortgage bonds and $45 million principal amount of the 10 1/8% first mortgage bonds were retired on March 31, 1995. 	 	The Union Light, Heat and Power Company (ULH&P), a subsidiary of CG&E, announced its intention to redeem $5 million principal amount of its 10.25% first mortgage bonds (due June 1, 2020) at par with cash deposited in the Maintenance and Replacement Fund, and to redeem the remaining amount of such bonds at the redemption price of 107.34% on June 1, 1995. 3.	CG&E and ULH&P filed registration statements with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, which became effective on May 3, 1995, with respect to the issuance of up to $500 million and $55 million, respectively, of unsecured debt. Approval has been received from the Public Utilities Commission of Ohio and the SEC under the Public Utility Holding Company Act of 1935 (PUHCA), with respect to the unsecured debt to be issued by CG&E. Applications are pending before the Kentucky Public Service Commission and the SEC under the PUHCA with respect to the unsecured debt to be issued by ULH&P. 4.	Coal tar residues and other substances associated with manufactured gas plant (MGP) sites have been found at former MGP sites in Indiana, including, but not limited to, several sites previously owned by PSI Energy, Inc. (Energy), a subsidiary of CINergy. Energy has identified at least 21 MGP sites which it previously owned, including 19 it sold in 1945 to Indiana Gas and Water Company, Inc. (now Indiana Gas Company [IGC]). IGC has informed Energy of the basis for its position that Energy, as a Potentially Responsible Party (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), should contribute to IGC`s response costs related to investigating and remediating contamination at MGP sites which Energy sold to IGC. 	In February 1995, Energy received notification from Northern Indiana Public Service Company (NIPSCO) alleging Energy is a PRP under the CERCLA with respect to contamination associated with MGP sites previously owned and/or operated by both Energy and NIPSCO (or their predecessors). The notification included seven sites, five of which Energy acquired from NIPSCO and subsequently sold to IGC. 	On May 3, 1995, the Indiana Utility Regulatory Commission denied IGC`s request for recovery of costs incurred in complying with Federal, state, and local environmental regulations related to MGP sites in which IGC has an interest, including sites acquired from Energy. IGC has announced it will appeal this decision, which IGC contends is contrary to decisions made by other state utility commissions with respect to this issue. In light of this decision, Energy is evaluating its options with respect to rate recovery of any MGP site-related costs it may incur. 	At this time, Energy is unable to predict the nature, extent, and costs of, or Energy`s responsibility for, any future environmental investigations and remediations which may be required at MGP sites owned or previously owned by Energy; however, any costs that ultimately are incurred may be material. CINERGY CORP. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION Regulatory Matters On March 29, 1995, the Federal Energy Regulatory Commission (FERC) issued a Notice of Proposed Rulemaking (MEGA-NOPR) on Open Access, which is another step in the transition towards potentially full-scale competition in the electric utility industry. The MEGA-NOPR is essentially the electric industry`s equivalent of the FERC`s Order 636 applicable to the natural gas industry. The MEGA-NOPR as proposed would, among other things, provide for mandatory filing of open access/comparability transmission tariffs, provide for functional unbundling of all services, require utilities to use the tariffs for their own bulk power transactions, establish an electronic bulletin board, and establish a contract-based approach to stranded costs. A final order could be issued by the end of 1995. CINergy Corp. (CINergy or Company) is currently evaluating its position with respect to the provisions of the MEGA-NOPR and the potential effects upon the Company if ultimately adopted. Manufactured Gas Plants Coal tar residues and other substances associated with manufactured gas plant (MGP) sites have been found at former MGP sites in Indiana, including, but not limited to, several sites previously owned by PSI Energy, Inc. (Energy), a subsidiary of CINergy. Energy has identified at least 21 MGP sites which it previously owned, including 19 it sold in 1945 to Indiana Gas and Water Company, Inc. (now Indiana Gas Company [IGC]). IGC has informed Energy of the basis for its position that Energy, as a Potentially Responsible Party (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), should contribute to IGC`s response costs related to investigating and remediating contamination at MGP sites which Energy sold to IGC. In February 1995, Energy received notification from Northern Indiana Public Service Company (NIPSCO) alleging Energy is a PRP under the CERCLA with respect to contamination associated with MGP sites previously owned and/or operated by both Energy and NIPSCO (or their predecessors). The notification included seven sites, five of which Energy acquired from NIPSCO and subsequently sold to IGC. On May 3, 1995, the Indiana Utility Regulatory Commission (IURC) denied IGC`s request for recovery of costs incurred in complying with Federal, state, and local environmental regulations related to MGP sites in which IGC has an interest, including sites acquired from Energy. IGC has announced it will appeal this decision, which IGC contends is contrary to decisions made by other state utility commissions with respect to this issue. In light of this decision, Energy is evaluating its options with respect to rate recovery of any MGP site-related costs it may incur. At this time, Energy is unable to predict the nature, extent, and costs of, or Energy`s responsibility for, any future environmental investigations and remediations which may be required at MGP sites owned or previously owned by Energy; however, any costs that ultimately are incurred may be material. CAPITAL REQUIREMENTS As previously discussed in CINergy`s 1994 Annual Report on Form 10-K, as amended (1994 Form 10-K) (Commission File Number 1-11377), The Cincinnati Gas & Electric Company (CG&E), a subsidiary of CINergy, redeemed $59 million principal amount of its 9.70% first mortgage bonds (due June 15, 2019) on April 30, 1995, and $55 million principal amount of its 10 1/8% first mortgage bonds (due May 1, 2020) on May 1, 1995. Additionally, $41 million principal amount of the 9.70% first mortgage bonds and $45 million principal amount of the 10 1/8% first mortgage bonds were retired on March 31, 1995. The Union Light, Heat and Power Company (ULH&P), a subsidiary of CG&E, announced its intention to redeem $5 million principal amount of its 10.25% first mortgage bonds (due June 1, 2020) at par with cash deposited in the Maintenance and Replacement Fund, and to redeem the remaining amount of such bonds at the redemption price of 107.34% on June 1, 1995. CAPITAL RESOURCES CG&E and ULH&P filed registration statements with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, which became effective on May 3, 1995, with respect to the issuance of up to $500 million and $55 million, respectively, of unsecured debt. Approval has been received from the Public Utilities Commission of Ohio and the SEC under the Public Utility Holding Company Act of 1935 (PUHCA), with respect to the unsecured debt to be issued by CG&E. Applications are pending before the Kentucky Public Service Commission and the SEC under PUHCA with respect to the unsecured debt to be issued by ULH&P. RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1995 Kilowatt-hour Sales Kilowatt-hour (kwh) sales for the quarter ended March 31, 1995, decreased 3.9% as compared to the same period last year. This decrease was due, in part, to reduced sales to domestic customers as a result of the milder weather conditions experienced during the period. Also significantly contributing to this decrease was Energy`s reduced non-firm power sales for resale reflecting lower direct power sales to other utilities. Increased non-firm power sales for resale by CG&E and higher sales by both CG&E and Energy to industrial customers, which reflected growth in the primary metals, stone, clay and glass products, transportation equipment, and chemicals sectors, partially offset these decreases. Mcf Sales and Transportation Mcf gas sales and transportation volumes for the first quarter of 1995 decreased 4.3% as compared to the first quarter of 1994. Warmer weather during the winter heating season led to decreases in gas sales to domestic and commercial customers. These decreases were partially offset by increases in the average number of both domestic and commercial customers. Industrial sales decreased as customers continued to purchase gas directly from suppliers, using transportation services provided by the Company. The increase in these transportation volumes, which was over twice the decrease in industrial sales, was primarily a result of growth in the primary metals, paper products, and chemicals sectors. Revenues Electric Operating Revenues Electric operating revenues for the quarter ended March 31, 1995, decreased slightly when compared to the same period last year. The decrease resulting from the reduced kwh sales as previously discussed was partially offset by Energy`s 4.3% retail rate increase and a 1.9% rate increase applicable to construction work in progress (CWIP) property which were approved by the IURC on February 17, 1995 (February 1995 Order), and March 9, 1995, respectively. Also offsetting this decrease was the implementation in May 1994, of the final increase of a three-year retail rate phase-in plan for CG&E that was ordered by the PUCO in May 1992 (May 1992 Order). An analysis of electric operating revenues is shown below: 				 				 Quarter 							 Ended March 31 							 (in millions)	 									 Electric operating revenues - March 31, 1994		$635 Increase (Decrease) due to change in: Price per kwh Retail							 	 7 Sales for resale							 Firm power obligations					 1 Total change in price per kwh				 8 Kwh sales Retail 							 (2) Sales for resale						 Firm power obligations	 			 (4) Non-firm power transactions			 (8)	 Total change in kwh sales					 (14)	 Electric operating revenues - March 31, 1995 		$629 Gas Operating Revenues Gas operating revenues declined $54 million (23.5%) in the first quarter of 1995 when compared to the same period last year. This decrease was primarily a result of the previously mentioned changes in gas sales volumes and the operation of fuel adjustment clauses reflecting a decline in the average cost of gas purchased for the period. In addition, an increase in the relative volume of gas transported to gas sold, as previously discussed, contributed to the decrease. Providing transportation services does not necessitate the recovery of gas purchased costs by the Company. Consequently, the revenue per Mcf transported is below the revenue per Mcf sold. Operating Expenses Fuel Used in Electric Production Electric fuel costs, the Company`s largest operating expense, decreased $8 million (4.5%) for the quarter when compared to the same period last year. An analysis of these fuel costs is shown below: 								Quarter 							 Ended March 31 (in millions) Fuel expense - March 31, 1994				 $189	 Increase (Decrease) due to change in: Price of fuel						 (9) Kwh generation						 1				 Fuel expense - March 31, 1995				 $181 Gas Purchased Gas purchased for the quarter declined $48 million (33.5%) when compared to the same period last year mainly reflecting decreases in the average cost per Mcf of gas purchased of 22.9% and in volumes purchased of 13.7%. Purchased and Exchanged Power Purchased and exchanged power decreased $14 million (71.4%) for the first quarter when compared to the same period last year, as the coordination of CG&E`s and Energy`s electric dispatch systems enabled CINergy to increase the percentage of direct non-firm power sales for resale to other utilities compared to third party power sales through CG&E`s and Energy`s systems. Other Income and Expenses - Net Phase-in Deferred Return Phase-in deferred return decreased $5 million (72.0%) for the quarter from the comparable period of 1994 as a result of implementing the final increase of a three-year rate phase-in plan, as previously discussed. RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED MARCH 31, 1995 Kilowatt-hour Sales Kwh sales remained relatively unchanged for the twelve months ended March 31, 1995, showing less than a 1% decrease when compared to the same period last year. A decrease in retail sales as a result of milder weather conditions experienced during the last half of 1994 and the first quarter of 1995 was partially offset by an increase in industrial sales reflecting growth in the primary metals, transportation equipment, and the bituminous coal mining sectors. Reduced non-firm power sales for resale reflecting lower third party power sales to other utilities also contributed to the decrease. Mcf Sales and Transportation Mcf gas sales and transportation volumes for the twelve months ended March 31, 1995, decreased 6.2% when compared to the same period last year. Warmer weather during the winter heating season led to decreases in gas sales to domestic and commercial customers which were partially offset by increases in the average number of both domestic and commercial customers. Industrial sales decreased as industrial customers continued the previously mentioned shift in demand toward transportation services. The increase in Mcf transported was over three times the decrease in industrial sales, primarily as a result of growth in the primary metals, chemicals, and food sectors. Revenues Electric Operating Revenues As compared to the same period last year, electric operating revenues increased $52 million (2.2%) primarily as a result of CG&E`s electric rate increases which became effective May 1993, August 1993, and May 1994, PSI`s electric rate increases which became effective February 1995 and March 1995, and the effects of Energy`s $31 million refund accrued in June 1993 as a result of the settlement of the IURC`s April 1990 rate order. Also contributing to this increase were the increased industrial sales as previously discussed. Reduced non-firm power sales for resale, as previously discussed, partially offset these increases. An analysis of electric operating revenues is shown below: 								Twelve Months 								Ended March 31 								(in millions) Electric operating revenues - March 31, 1994 $2 410			 Increase (Decrease) due to change in:							 Price per kwh						 Retail 56 Sales for resale						 Firm power obligations 3 Non-firm power transactions (1) Total change in price per kwh 58 Kwh sales Retail 4 Sales for resale						 Firm power obligations (6) Non-firm power transactions (4)		 Total change in kwh sales (6) Electric operating revenues - March 31, 1995 $2 462 Gas Operating Revenues Gas operating revenues declined $117 million (23.2%) for the twelve months ended March 31, 1995, when compared to the same period last year. This decrease was primarily a result of the previously mentioned changes in gas sales volumes and the operation of fuel adjustment clauses reflecting a decline in the average cost of gas purchased for the period. In addition, an increase in the relative volume of gas transported to gas sold, as previously discussed, contributed to the decrease. Providing transportation services does not necessitate the recovery of gas purchased costs by the Company. Consequently, the revenue per Mcf transported is below the revenue per Mcf sold. Operating Expenses Fuel Used in Electric Production Electric fuel costs, the Company`s largest operating expense, decreased $7 million (1.0%) for the twelve months ended March 31, 1995, when compared to the same period last year. An analysis of these fuel costs is shown below: 							 Twelve Months 							 Ended March 31 (in millions) Fuel expense - March 31, 1994	 $725	 Increase (Decrease) due to change in: Price of fuel (17) Kwh generation 10				 Fuel expense - March 31, 1995 $718 Gas Purchased Gas purchased for the twelve month period ended March 31, 1995, decreased $100 million (33.2%) from the same period last year primarily reflecting declines in the average cost per Mcf of gas purchased of 20.5% and in volumes purchased of 15.9%. Purchased and Exchanged Power Purchased and exchanged power decreased $15 million (30.3%) for the twelve months ended March 31, 1995, when compared to the same period last year, as the coordination of CG&E`s and Energy`s electric dispatch systems enabled CINergy to increase the percentage of direct non-firm power sales for resale to other utilities compared to third party power sales through CG&E`s and Energy`s systems. Other Operation Other operation expenses increased $100 million (21.4%) for the twelve month period ended March 31, 1995, as compared to the same period in 1994 due to a number of factors including charges of approximately $62 million for merger- related costs and other expenditures which the Company does not expect to recover from customers due to rate settlements related to securing support for the merger. Additionally, fuel litigation expenses incurred by Energy contributed to the increase. Depreciation Depreciation expense increased $12 million (4.2%) when compared to the same period last year, primarily as a result of increased plant additions. Also, a full-year`s amortization of deferred post-in-service carrying costs on the Wm. H. Zimmer (Zimmer) and Woodsdale (Woodsdale) Generating Stations added to the increase. CG&E began amortizing these costs over the estimated useful life of the applicable generating station in accordance with an August 1993 order of the PUCO (August 1993 Order). Post-in-service Deferred Operating Expenses - Net The $3.3 million change in post-in-service deferred operating expenses for the twelve months ended March 31, 1995, from the comparable period of 1994 partially resulted from ceasing the deferral and commencing the amortization of deferred operating expenses associated with the first five units of Woodsdale in August 1993. CG&E had deferred depreciation, operation and maintenance expenses (exclusive of fuel costs), and property taxes related to these five units from the time the units began commercial operation until the effective date of new rates authorized by the August 1993 Order. The deferred expenses are being amortized over a period of 10 years. Also contributing to this change was Energy`s January 1993 authorization received from the IURC to defer the depreciation expense on the combustion turbine generating unit constructed at its Cayuga Generating Station and major environmental compliance projects from the date the projects are placed in service until the effective date of an order in a general retail rate proceeding. The February 1995 Order authorized Energy to begin recovering amounts deferred as of July 31, 1993 ($1 million), over the remaining lives of the related utility plant. Additionally, the February 1995 Order authorized Energy to continue deferral of the applicable depreciation recorded after the above cut-off dates through February 1995, for subsequent recovery in an IURC order associated with Energy`s July 1994 retail rate petition which is currently pending before the IURC. The February 1995 Order also authorized Energy to continue deferral of depreciation expense on two major environmental projects from the date the projects are placed in service until the projects` costs are reflected in retail electric rates. Phase-in Deferred Depreciation Phase-in deferred depreciation is a result of the three-year rate phase-in plan for Zimmer in accordance with the May 1992 Order. The change of $6 million for phase-in deferred depreciation for the twelve months ended March 31, 1995, versus the same period of 1994 reflects discontinuance of the deferral of depreciation when the final increase of the phase-in plan became effective in May 1994. Taxes Other than Income Taxes Taxes other than income taxes increased $12 million (5.2%) over the same period of 1994, primarily due to increased excise taxes. Also contributing to this increase were increased property taxes resulting from a greater investment in taxable property and higher property tax rates. Other Income and Expenses - Net Allowance for Equity Funds Used During Construction A decrease in the allowance for equity funds used during construction of $11 million (75.5%), as compared to the same period last year, was due largely to an increase in short-term borrowings which resulted in a corresponding decrease in the equity component of the allowance for funds used during construction (AFUDC) rate. Post-in-service Carrying Costs Post-in-service carrying costs decreased $5 million (34.7%) for the twelve months ended March 31, 1995, when compared to the same period last year. Accrual of carrying costs on the first five units of Woodsdale ceased after the August 1993 Order which reflected Woodsdale in retail electric rates. Additional environmental compliance projects completed by Energy which qualified, under IURC authority, for continued accrual of the debt component of AFUDC (post-in-service carrying costs) partially offset this decrease. Phase-in Deferred Return Phase-in deferred return decreased $21 million (68.5%) for the twelve month period ended March 31, 1995, from the comparable period of 1994 as a result of implementing the final increase of the three-year rate phase-in plan in May 1994. Write-off of a Portion of Zimmer Station In November 1993, CG&E wrote off Zimmer costs disallowed from rates in the May 1992 Order. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS See Note 4 of the Notes to Consolidated Financial Statements. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a)	The annual meeting of shareholders of CINergy Corp. (CINergy or Company) was held April 20, 1995, in Cincinnati, Ohio. (c)	At the meeting, five Class I directors were elected to serve three year terms, expiring in 1998, and one Class II director was elected to serve a one year term, expiring in 1996, to the board of CINergy, as set forth below: Votes Votes For Withheld 	Class I 	 	Neil A. Armstrong 132,588,361 2,152,961 	James K. Baker 132,887,242 1,854,080 	Clement L. Buenger 132,689,186 2,052,136 	John A. Hillenbrand, II 132,846,375 1,894,947 	George C. Juilfs 132,920,953 1,820,369 	 	Class II 	Philip R. Sharp, Ph.D. 132,372,764 2,368,558 	Also at the meeting, a shareholder proposal was defeated. The proposal, if passed, would have prohibited properly executed but unmarked proxies from being counted in voting for any matter described in the Company`s proxy statement, and would have required additional reporting by the Company pertaining to such unmarked proxies. There were 13,734,720 common shares for the proposal, 98,561,014 against the proposal, 3,471,139 abstentions, and 18,974,449 broker non-votes. 	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a)	The following exhibit is filed herewith: 	 Exhibit 	Designation				Nature of Exhibit		 	 27			Financial Data Schedule (included in 					electronic submission only). (b)	No reports on Form 8-K were filed during the quarter ended March 31, 1995. 	SIGNATURES Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although CINergy Corp. (CINergy) believes that the disclosures are adequate to make the information presented not misleading. In the opinion of CINergy, these statements reflect all adjustments (which include only normal, recurring adjustments) necessary to reflect the results of operations for the respective periods. The unaudited statements are subject to such adjustments as the annual audit by independent public accountants may disclose to be necessary. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by an officer and the principal accounting officer on its behalf by the undersigned thereunto duly authorized. CINERGY CORP. ----------------------------- Registrant Date May 11, 1995 J. WAYNE LEONARD ----------------------------- (J. Wayne Leonard) Group Vice President and Chief Financial Officer Date May 11, 1995 CHARLES J. WINGER ----------------------------- (Charles J. Winger) Comptroller and Principal Accounting Officer