UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------------------------
FORM 11-K
(Mark One)
[X] Annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005
OR
[ ] Transition report pursuant to Section 15(d)
of the Securities Exchange Act of 1934
For the transition period from _____ to _____
Commission File Number 1-11377
CINERGY CORP. UNION EMPLOYEES' SAVINGS INCENTIVE PLAN./
CINERGY CORP. UNION EMPLOYEES'
SAVINGS INCENTIVE PLAN
139 East Fourth Street
Cincinnati, Ohio 45202
(Full title of the Plan and the address of the Plan,
if different from that of the issuer named below)
CINERGY CORP.
139 East Fourth Street
Cincinnati, Ohio 45202
(Name of issuer of the common stock issued pursuant to the
Plan and the address of its principal executive office)
CINERGY CORP.
UNION EMPLOYEES' SAVINGS INCENTIVE PLAN
TABLE OF CONTENTS
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Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
December 31, 2005 and 2004 2
Statements of Changes in Net Assets Available for Benefits Years Ended
December 31, 2005 and 2004 3
Notes to Financial Statements 4-10
SUPPLEMENTAL SCHEDULE-- 11
Form 5500, Schedule H, Part IV, Line 4i--Schedule of Assets
(Held at End of Year) as of December 31, 2005 12
NOTE: All other schedules required by Section 2520.103-10 of the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974
have been omitted because they are not applicable.
SIGNATURE S-1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM E-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Benefits Committee of Cinergy Corp.
Cincinnati, Ohio
We have audited the accompanying statements of net assets available for benefits
of the Cinergy Corp. Union Employees' Savings Incentive Plan (the "Plan") as of
December 31, 2005 and 2004, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2005 and 2004, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2005 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the responsibility of
the Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2005 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
Cincinnati, Ohio
June 23, 2006
CINERGY CORP.
UNION EMPLOYEES' SAVINGS INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2005 AND 2004
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ASSETS 2005 2004
CURRENT ASSETS:
Investments--at fair value (see Notes 3 and 4):
Plan interest in Cinergy Corp. Common
Stock Master Trust $192,981,181 $179,340,965
Mutual funds 87,571,579 81,826,463
Interest bearing cash 12,063,763 14,391,459
Loans to participants 11,929,541 11,004,614
Common/collective trusts 4,225,240 3,381,365
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Total investments 308,771,304 289,944,866
Employer's contribution receivable 1,332,937 647,708
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NET ASSETS AVAILABLE FOR BENEFITS $310,104,241 $290,592,574
============== ============
See notes to financial statements.
CINERGY CORP.
UNION EMPLOYEES' SAVINGS INCENTIVE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2005 AND 2004
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2005 2004
ADDITIONS--
Additions to net assets attributed to:
Investment income:
Plan interest in Cinergy Corp. Common
Stock Master Trust (see Note 4) $ 12,745,334 $ 20,285,354
Net appreciation in fair value of
investments (see Note 4) 2,715,321 5,561,187
Interest and dividends 4,606,104 3,181,627
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Net investment income 20,066,759 29,028,168
Contributions:
Participant 11,679,190 9,573,341
Employer 5,604,761 4,909,607
Rollover 36,688 345,126
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Total additions 37,387,398 43,856,242
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DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants (15,296,249) (10,050,166)
Administrative fees (50,365) (52,000)
Dividends paid in cash (787,230) (659,367)
Deemed distributions of loans to participants (41,203) (21,096)
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Total deductions (16,175,047) (10,782,629)
Net increase prior to transfers 21,212,351 33,073,613
Interplan transfers (see Note 2) (1,700,684) (2,014,523)
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19,511,667 31,059,090
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 290,592,574 259,533,484
------------ --------------
End of year $310,104,241 $290,592,574
============== ==============
See notes to financial statements.
CINERGY CORP.
UNION EMPLOYEES' SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
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1. PLAN DESCRIPTION
The following description of the Cinergy Corp. Union Employees' Savings
Incentive Plan (the "Plan") provides only general information.
Participants should refer to the Plan Document for a more complete
description of the Plan's provisions.
General--The Plan is a defined contribution plan covering union employees
of Cinergy Corp. and subsidiaries (collectively, the "Company") who are
represented by the following collective bargaining organizations:
The Utility Workers Union, Local 600
The International Brotherhood of Electrical Workers, Local 1347
The United Steelworkers of America, Local 12049 and Local 14214
The Paper, Allied-Industrial, Chemical and Energy Workers, Local 4-1
The Employees' Representation Association
Unite, Local 2024
Unite, Local 1093
The Plan is administered by the Cinergy Corp. Benefits Committee and
trusteed by the Fidelity Management Trust Company ("Fidelity") and the
U.S. Trust Company of California N.A. ("US Trust"). The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"), as amended. A portion of the administrative expenses of the
Plan are paid by the Company.
Contributions--The Company automatically enrolls new full time employees
eligible for the Plan at a 3% deferral rate. The contributions made to the
plan on the employee's behalf will be invested in one or more funds
selected in accordance with procedures established by the Plan
administrator. If an employee chooses not to participate, Fidelity, the
recordkeeper, must be contacted by the employee to change the deferral
rate to 0%.
Under the Plan, the pre-tax contribution limit is 50% of annual base
compensation up to the Internal Revenue Service ("IRS") maximum each year.
In addition, a participant may make after-tax contributions up to 15% of
annual base compensation. Pre-tax and after-tax contributions are subject
to certain limitations. The pre-tax and after-tax contributions are
invested by the trustee, as directed by each participant, in one or more
investment funds, including the Cinergy Corp. Common Stock Master Trust.
The Company matches 100% of the first 3% of pre-tax contributions from
base pay plus 50% of the next 2% of pre-tax contributions from base pay.
An additional incentive match will be a maximum of 1% of base pay based
upon meeting corporate goals. Only employees making pre-tax contributions
will receive the incentive match. All employer contributions are invested
by the trustee in the Cinergy Corp. Common Stock Master Trust.
The Company, at its discretion can make a profit sharing contribution to
the Plan for eligible employees for the plan year in an amount determined
by the Company. In 2005 and 2004, the amount of the Deferred Profit
Sharing contributions were $537,313 and $135,431, respectively.
Participants who are age 50 or older by the end of the year, may
contribute an additional pre-tax amount over and above the IRS limits each
year. For 2005 and 2004, the IRS allowed participants over the age of 50
to contribute up to an additional $4,000 and $3,000 over and above the
$14,000 and $13,000 pre-tax limit, respectively. Cinergy will not provide
a base company match or incentive match on these additional contributions.
Vesting--Participants are immediately vested in all contributions and
earnings thereon, with the exception of Deferred Profit Sharing
Contributions made by the Company which are vested after three years of
service. However, the dividends on the Cinergy Corp. common stock on
Deferred Profit Sharing Contributions are vested immediately.
Participant Accounts--Each participant's account is credited with the
participant's contribution and allocation of the Company's contribution
and Plan earnings. Allocations are based on the participant's account
balance or contribution percentage as defined in the Plan Document. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
A participant may elect or change investment funds and/or the contribution
allocation percentage among funds at any time.
Payment of Benefits--Participants are generally eligible to receive
distributions of assets from the Plan upon termination of employment
including retirement, death, or disability. Distributions are paid in a
lump sum for vested benefits of $1,000 or less. Distributions are paid in
a lump sum or up to ten annual installments (at the election of the
participant) for vested benefits greater than $1,000. Active participants
are also eligible to apply to the Plan administrator for "hardship"
withdrawals from their pre-tax account in accordance with Plan provisions.
Participant Loans--Subject to certain limitations, participants may apply
for loans from their pre-tax account balances. Interest on the loan is set
at the prime rate plus 1% at the time of borrowing, and the loans are
secured by the balance in the participant's account. Loans are to be
repaid within 54 months through regular payroll deductions.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting--The accompanying financial statements of the Plan are
prepared on an accrual basis.
Investment Valuation and Income Recognition--Investments are stated at
fair value. Shares of registered investment companies are valued at quoted
redemption prices, which represent the net asset value of shares held by
the Plan at year-end. Company common stock is valued at its quoted market
price. Participant loans are valued at cost, which approximates fair
value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Transfers of assets between the Plan and the Cinergy Corp. Non-Union
Employees' 401(k) Plan and Cinergy Corp. Union Employees' 401(k) Plan
occur as a result of changes in employee status between the union
classification and the exempt and non-exempt classifications. Such
transfers are reflected as interplan transfers on the statement of changes
in net assets available for benefits.
Use of Estimates--The preparation of financial statements in conformity
with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and changes therein, and
disclosure of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those estimates.
Payment of Benefits--Benefit payments are recorded when paid.
3. NON-PARTICIPANT DIRECTED NET ASSETS
Effective October 1, 2005, the Plan was amended to allow participants to
transfer funds from the Cinergy Common Stock Master Trust to other
investments options at any time. Therefore, all investments became
participant directed. Information about the net assets and the significant
components of the changes in net assets relating to non-participant
directed balances in 2004 is as follows:
December 31,
2004
Net assets--Cinergy Corp. Common Stock Master Trust $87,968,163
===========
Year Ended
December 31,
2004
Changes in net assets:
Employer contributions $ 4,899,768
Dividends 3,813,537
Net appreciation 5,700,061
Benefits paid to participants (1,901,921)
Transfers to participant directed investments (1,678,076)
Interplan transfers (1,059,027)
----------------
$ 9,774,342
4. INVESTMENTS
The Plan is a participant in the Cinergy Corp. Common Stock Master Trust,
which was established by the Company for certain of the Plans' sponsor's
defined contribution 401(k) plans. Cinergy Corp. also sponsors the
following plans, whose investments are held in the Master Trust described
above:
The Cinergy Corp. Union Employees' 401(k) Plan, which covers
union employees of Cinergy Corp.'s subsidiaries represented by
the International Brotherhood of Electrical Workers, Local 1393.
The Cinergy Corp. Non-Union Employees' 401(k) Plan, which covers
non-union employees' of Cinergy Corp. and subsidiaries who
meet minimum age requirements.
The Plan has an undivided interest in the Master Trust. Fidelity
Management Trust Company, in the name of U.S. Trust as Trustee, holds the
Plan interest in Cinergy Corp. Common Stock Master Trust. A summary of the
net assets of the Master Trust as of December 31 is as follows:
2005 2004
Cash and cash equivalents $3,421,124 $ 4,823,702
Cinergy Corp. common stock 462,775,838 428,963,584
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Total investments 466,196,962 433,787,286
Receivables:
Accrued interest 11,810 6,532
Securities sold 1,705,296 41,713
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Total assets 467,914,068 433,835,531
Liabilities--Securities purchased (109,812) (64,030)
------------ -----------
Net assets of Cinergy Corp.
Common Stock Master Trust $467,804,256 $433,771,501
============== ============
Allocation of the net assets of the Master Trust to participating plans as
of December 31 is as follows:
2005 2004
Amount Percent Amount Percent
Cinergy Corp. Union
Employees' 401(k) Plan $59,234,427 13 % $ 56,024,465 13 %
Cinergy Corp. Non-Union
Employees' 401(k) Plan 215,588,648 46 198,406,071 46
Cinergy Corp. Union Employees'
Savings Incentive Plan 192,981,181 41 179,340,965 41
----------- -----------
$467,804,256 100% $433,771,501 100%
============ ============
A summary of income of the Cinergy Corp. Common Stock Master Trust as of
December 31 is as follows:
2005 2004
Cinergy Corp. Common Stock Master Trust:
Interest and dividends $20,468,016 $19,381,810
Net appreciation in fair value of
investments 10,401,289 30,212,573
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Net Trust investment income $30,869,305 $49,594,383
=========== ===========
The Plan's investments (excluding the Cinergy Corp. Common Stock Master
Trust, which is detailed above), which includes gains and losses on
investments bought and sold, as well as held during the year, appreciated
in value as follows:
2005 2004
Mutual funds $2,587,151 $5,379,801
Common/collective trust 128,170 181,386
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Net appreciation in fair value
of investments $2,715,321 $5,561,187
========== ==========
Allocations of income in Cinergy Corp. Common Stock Master Trust to
participating plans as of December 31 are as follows:
2005 2004
Amount Percent Amount Percent
Cinergy Corp. Union Employees' $3,983,898 13 % $ 6,427,198 13 %
401(k) Plan
Cinergy Corp. Non-Union Employees'
401(k) Plan 14,140,073 46 22,881,831 46
Cinergy Corp. Union Employees'
Savings Incentive Plan 12,745,334 41 20,285,354 41
---------- ----------
$30,869,305 100% $ 49,594,383 100%
============ ============
The fair value of individual investments that represent 5% or more of the
Plan's net assets available for benefits as of December 31 are as follows:
2005 2004
*Plan interest in Cinergy Corp. Common
Stock Master Trust $192,981,181 $179,340,965
*Fidelity Magellan Fund 18,455,903 19,648,350
*Fidelity Equity-Income Fund 20,778,673 20,917,025
*Denotes party-in-interest.
5. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Plan by
letter dated December 9, 2002, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code ("IRC"). The Plan has been amended since receiving the determination
letter. However, the Plan administrator believes that the Plan is designed
and being operated in compliance with the applicable requirements of the
IRC. Therefore, no provision for income taxes has been recorded in the
accompanying financial statements.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. Any unvested
amounts in the participant's account may be forfeited upon termination of
the plan.
7. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity.
Fidelity is the Trustee for all of the Plan's investments, except the
Cinergy Corp. Common Stock Master Trust, as defined by the Plan and
therefore, these transactions qualify as party-in-interest transactions.
US Trust is the Trustee of the Plan's interest in the Cinergy Corp. Common
Stock Master Trust, which holds common stock of the Company as defined by
the Plan and therefore, these transactions qualify as party-in-interest
transactions.
8. INVESTMENT RISK
Investment securities, in general, are exposed to various risks, such as
interest rate, credit and overall market volatility risks. Further, due to
the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect
the amounts reported in the accompanying statements of net assets
available for benefits.
9. PLAN CHANGES
Effective January 1, 2005, the Plan was amended as follows:
Clarified that an Eligible Employee did not include nonresident
aliens with no United States source income,
Provided that individuals who were terminated in connection with the
transition of certain information technology-related responsibilities
from the Company will be entitled to receive a profit-sharing
contribution for 2004 even if they are not employed by the Company and
its affiliates on December 31, 2004,
Clarified the Plan's disability provisions,
Reduced the amount to which an involuntary cash-out applies from
$5,000 to $1,000 and provided that such determination shall be
made after taking into account rollover contributions, and
Clarified the Plan's ERISA Section 404(c) provisions.
Effective October 1, 2005, the Plan was amended to allow employees to
transfer funds out of the Cinergy Corp. Common Stock Master Trust to other
investment options at any time.
Effective January 1, 2006, the Plan was amended as follows:
Clarified that it will no longer be a 401(k) safe harbor plan for
plan years beginning after December 31, 2005
Permitted eligible employees to make pre-tax and after-tax
contributions from overtime pay, but without Cinergy matching
those contributions
10. SUBSEQUENT EVENT
On April 3, 2006, the merger of Cinergy Corp. and Duke Energy was
finalized. Shares of Cinergy common stock within the Plan were exchanged
for shares of Duke Energy common stock. Effective April 3, 2006, the
Cinergy Stock Fund was renamed the Duke Stock Fund.
******
SUPPLEMENTAL SCHEDULE
CINERGY CORP.
UNION EMPLOYEES' SAVINGS INCENTIVE PLAN
EIN: 31-1385023
PLAN NUMBER: 002
SCHEDULE H, PART IV, LINE 4i--SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2005
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Identity of Issuer, Description of Investment, Including
Borrower, Lessor, Maturity Date, Rate of Interest, Current
or Similar Party Collateral, and Par or Maturity Value Value
*Fidelity Investments Magellan Fund $18,455,903
*Fidelity Investments Equity Income Fund 20,778,673
*Fidelity Investments U.S. Bond Index Fund 7,310,424
*Fidelity Investments Diversified International Stock Fund 7,891,842
*Fidelity Investments Low-Priced Stock Fund 10,046,883
*Fidelity Investments Freedom Income Fund 698,770
*Fidelity Investments Freedom 2000 Fund 578,801
*Fidelity Investments Freedom 2010 Fund 2,574,341
*Fidelity Investments Freedom 2020 Fund 2,903,547
*Fidelity Investments Freedom 2030 Fund 1,710,644
*Fidelity Investments Freedom 2040 Fund 699,966
*Fidelity Investments Blue Chip Fund 5,253,205
TCW Asset Management TCW Galileo Value Opportunity Fund 751,554
Rainier Investments Rainier Small/Midcap I 7,917,026
Total investments in mutual funds 87,571,579
----------
*Cinergy Corp. Common Stock
Master Trust Plan interest in Master Trust 192,981,181
JP Morgan Investments JP Morgan Prime Money Market Instrument 12,063,763
*Fidelity Investments Fidelity Managed Income Portfolio 1,483,759
*Fidelity Investments US Equity Index Pool 2,741,481
*Various Plan
Participants Participant Loans (interest rates
ranging from 6.25% to 7.75% and maturities
through July 2, 2010) 11,929,541
*Denotes a party-in-interest.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Committee has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CINERGY CORP. UNION EMPLOYEES'
SAVINGS INCENTIVE PLAN
By /s/ Darlene Glesenkamp
Plan Administrator
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No.
333-72900 on Form S-8 of our report dated June 23, 2006, relating to the
financial statements of the Cinergy Corp. Union Employees' Savings Incentive
Plan appearing in this Annual Report on Form 11-K of the Cinergy Corp. Union
Employees' Savings Incentive Plan for the year ended December 31, 2005.
Cincinnati, Ohio
June 27, 2006