-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B7kM4sPosxb+HKNVn4N3nDohPSy44gzFrc3TtS3BwMyMG26GH4jeHWpUczVChrW2 5z8mk4/1B80HOdUb8Y/nlA== 0000201533-96-000074.txt : 19960603 0000201533-96-000074.hdr.sgml : 19960603 ACCESSION NUMBER: 0000201533-96-000074 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960531 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMS ENERGY CORP CENTRAL INDEX KEY: 0000811156 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 382726431 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09513 FILM NUMBER: 96575384 BUSINESS ADDRESS: STREET 1: FAIRLANE PLZ SOUTH STE 1100 STREET 2: 330 TOWN CENTER DR CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 313-436-9200 MAIL ADDRESS: STREET 1: FAIRLANE PLAZA SOUTH, SUITE 1100 STREET 2: 330 TOWN CENTER DRIVE CITY: DEARBORN STATE: MI ZIP: 48126 11-K 1 BODY OF FORM 11-K FOR CMS ENERGY FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ___________________ to ____________________ Commission file number 1-9513 EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY 212 West Michigan Avenue Jackson, Michigan 49201 (Full title of the Plan and address of the Plan, if different from that of the issuer named below) CMS ENERGY CORPORATION Fairlane Plaza South, Suite 1100 330 Town Center Drive Dearborn, Michigan 48126 (Name of Issuer of the Securities held pursuant to the Plan and the address of its principal executive office) EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995, 1994 AND 1993 TOGETHER WITH AUDITORS' REPORT ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Employees' Savings & Incentive Plan of Consumers Power Company: We have audited the accompanying statements of financial position of the EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY (the "Plan") as of December 31, 1995, 1994 and 1993, and the related statements of changes in members' equity for each of the three years in the period ended December 31, 1995. These financial statements and the schedules referred to below are the responsibility of the Plan administrator. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan as of December 31, 1995, 1994 and 1993, and the changes in its members' equity for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1995 and reportable transactions for the year ended December 31, 1995 are presented for purposes of additional analysis and are not a required part of the basic financial statements but are 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. These supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Detroit, Michigan, May 24, 1996. EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY INDEX TO FINANCIAL STATEMENTS AND SCHEDULES STATEMENTS OF CHANGES IN MEMBERS' EQUITY FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1995 STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 1995, 1994 AND 1993 NOTES TO FINANCIAL STATEMENTS SCHEDULE I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 SCHEDULE II - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 EXHIBIT A - CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Schedules relating to (1) assets acquired and disposed, (2) prohibited transactions involving Plan assets and a party known to be a party-in-interest, (3) loans by the Plan or fixed-income obligations due the Plan in default or classified as uncollectible, and (4) leases to which the Plan was a party in default or classified as uncollectible for the year ended December 31, 1995, are omitted as not applicable. EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued on Following Page)
For the Year Ended December 31, 1995 Total Fund A Fund B Fund C MEMBERS' EQUITY - BEGINNING OF PERIOD $278,895,087 $87,616,045 $ 64,543,489 $110,588,248 ------------- ------------ ------------- ------------- CHANGES DURING PERIOD: Members' contributions (Note 1) 34,525,422 12,475,089 15,387,333 3,265,244 Employers' contributions (Note 1) 17,499,632 - - 17,499,632 Reallocation of Members' contributions (Note 1) - (2,847,126) (1,826,916) (7,155,652) Interfund transfers - (1,583,281) (68,487) (1,151,219) ------------- ------------ ------------- ------------- 52,025,054 8,044,682 13,491,930 12,458,005 ------------- ------------ ------------- ------------- Investment income 12,147,348 5,681,022 2,109,719 4,338,195 Other income - - - - Income from short-term investments 1,763,728 443,781 115,202 54,142 Gain (loss) on securities sold or distributed (Note 2) 7,572,294 - 7,150,555 18,576 Change in unrealized appreciation (depreciation) of investments (Note 2) 52,276,848 159,946 16,181,758 34,627,256 ------------- ------------ ------------- ------------- 73,760,218 6,284,749 25,557,234 39,038,169 ------------- ------------ ------------- ------------- Distribution to Members (11,689,601) (4,127,950) (2,970,595) (4,376,502) ------------- ------------ ------------- ------------- Net change during period 114,095,671 10,201,481 36,078,569 47,119,672 ------------- ------------ ------------- ------------- MEMBERS' EQUITY - END OF PERIOD $392,990,758 $97,817,526 $100,622,058 $157,707,920 ============= ============ ============= ============= Number of units 8,826,534 5,941,832 26,373,553 ============ ============= ============= Value per unit $11.0822 $16.9345 $5.7191 ============ ============= ============= The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued from Preceding Page)
For the Year Ended December 31, 1995 Fund D Fund E Fund F Fund G MEMBERS' EQUITY - BEGINNING OF PERIOD $16,147,305 $ - $ - $ - ------------- ------------ ------------- ------------- CHANGES DURING PERIOD: Members' contributions (Note 1) 189,603 1,841,146 1,266,831 100,176 Employers' contributions (Note 1) - - - - Reallocation of Members' contributions (Note 1) - 6,618,912 3,807,805 1,402,977 Interfund transfers 2,464,629 161,329 160,438 16,591 ------------- ------------ ------------- ------------- 2,654,232 8,621,387 5,235,074 1,519,744 ------------- ------------ ------------- ------------- Investment income - - 1,668 16,744 Other income - - - - Income from short-term investments 1,132,930 9,154 7,780 739 Gain (loss) on securities sold or distributed (Note 2) - 403,163 - - Change in unrealized appreciation (depreciation) of investments (Note 2) - 856,566 400,992 50,330 ------------- ------------ ------------- ------------- 1,132,930 1,268,883 410,440 67,813 ------------- ------------ ------------- ------------- Distribution to Members - (133,139) (81,386) (29) ------------- ------------ ------------- ------------- Net change during period 3,787,162 9,757,131 5,564,128 1,587,528 ------------- ------------ ------------- ------------- MEMBERS' EQUITY - END OF PERIOD $19,934,467 $ 9,757,131 $ 5,564,128 $ 1,587,528 ============ ============ ============= ============= Number of units 7,556,543 4,854,040 1,515,197 ============ ============= ============= Value per unit $1.2912 $1.1463 $1.0477 ============ ============= ============= The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY STATEMENTS OF CHANGES IN MEMBERS' EQUITY
For the Year Ended December 31, 1994 Total Fund A Fund B Fund C Fund D MEMBERS' EQUITY - BEGINNING OF PERIOD $239,822,886 $76,631,260 $50,130,198 $ 99,954,547 $13,106,881 ------------- ------------ ------------ ------------- ------------ CHANGES DURING PERIOD: Members' contributions (Note 1) 28,918,320 11,448,099 14,037,853 3,432,368 - Employers' contributions (Note 1) 16,911,526 - - 16,911,526 - Reallocation of Members' contributions (Note 1) - (1,591,750) 2,846,568 (1,254,818) - Interfund transfers - (474,195) (372,307) (1,380,929) 2,227,431 ------------- ------------ ------------ ------------- ------------ 45,829,846 9,382,154 16,512,114 17,708,147 2,227,431 ------------- ------------ ------------ ------------- ------------ Investment income 9,183,935 4,291,096 1,651,539 3,241,300 - Other income - - - - - Income from short-term investments 3,085,920 2,180,754 63,482 28,691 812,993 Gain (loss) on securities sold or distributed (Note 2) (1,735,518) (1,018,793) (707,902) (8,823) - Change in unrealized appreciation (depreciation) of investments (Note 2) (10,625,375) (1,210,690) (1,454,395) (7,960,290) - ------------- ------------ ------------ ------------- ------------ (91,038) 4,242,367 (447,276) (4,699,122) 812,993 ------------- ------------ ------------ ------------- ------------ Distribution to Members (6,666,607) (2,639,736) (1,651,547) (2,375,324) - ------------- ------------ ------------ ------------- ------------ Net change during period 39,072,201 10,984,785 14,413,291 10,633,701 3,040,424 ------------- ------------ ------------ ------------- ------------ MEMBERS' EQUITY - END OF PERIOD $278,895,087 $87,616,045 $64,543,489 $110,588,248 $16,147,305 ============= ============ ============ ============= ============ Number of units 8,451,925 5,262,058 24,682,320 ============ ============ ============= Value per unit $10.3665 $12.2662 $4.2232 ============ ============ ============= The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY STATEMENTS OF CHANGES IN MEMBERS' EQUITY
For the Year Ended December 31, 1993 Total Fund A Fund B Fund C Fund D MEMBERS' EQUITY - BEGINNING OF PERIOD $167,732,188 $64,292,737 $32,499,584 $ 60,390,016 $10,549,851 ------------- ------------ ------------ ------------- ------------ CHANGES DURING PERIOD: Members' contributions (Note 1) 24,638,312 10,868,155 10,410,074 3,360,083 - Employers' contributions (Note 1) 15,758,815 - - 15,758,815 - Reallocation of Members' contributions (Note 1) - (271,158) 2,870,200 (2,599,042) - Interfund transfers - (694,856) (491,270) (628,431) 1,814,557 ------------- ------------ ------------ ------------- ------------ 40,397,127 9,902,141 12,789,004 15,891,425 1,814,557 ------------- ------------ ------------ ------------- ------------ Investment income 7,512,964 4,355,504 1,073,880 2,083,580 - Other income 981,297 - 55,794 183,030 742,473 Income from short-term investments 98,121 20,527 51,050 26,544 - Gain (loss) on securities sold or distributed (Note 2) 553,197 228,621 304,418 20,158 - Change in unrealized appreciation (depreciation) of investments (Note 2) 27,018,927 (22,848) 4,157,091 22,884,684 - ------------- ------------ ------------ ------------- ------------ 36,164,506 4,581,804 5,642,233 25,197,996 742,473 ------------- ------------ ------------ ------------- ------------ Distribution to Members (4,470,935) (2,145,422) (800,623) (1,524,890) - ------------- ------------ ------------ ------------- ------------ Net change during period 72,090,698 12,338,523 17,630,614 39,564,531 2,557,030 ------------- ------------ ------------ ------------- ------------ MEMBERS' EQUITY - END OF PERIOD $239,822,886 $76,631,260 $50,130,198 $ 99,954,547 $13,106,881 ============= ============ ============ ============= ============ Number of units 7,787,800 4,052,070 20,866,818 ============ ============ ============= Value per unit $9.8399 $12.3715 $4.4720 ============ ============ ============= The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY STATEMENTS OF FINANCIAL POSITION (Continued on Following Page)
December 31, 1995 Total Fund A Fund B Fund C ASSETS: Investments (Note 1) - Guaranteed investment contracts (at cost plus interest earned thereon) $ 91,039,865 $91,039,865 $ - $ - Common stock of corpora- tions other than CMS Energy (cost $80,208,320 in 1995, $58,653,926 in 1994 and $42,235,532 in 1993) 98,930,128 - 98,930,128 - Common stock of CMS Energy (cost $100,690,825 in 1995, $87,356,586 in 1994 and $68,513,568 in 1993) 151,155,132 - - 151,155,132 Loans to Members (at cost which approximates market) 19,890,760 - - - Nicholas-Applegate Core Growth Institutional Portfolio (cost $8,353,163 in 1995) 9,209,756 - - - Smith Barney International Equity Collective Trust (cost $4,426,633 in 1995) 4,829,629 - - - Class G Common Stock of CMS Energy (cost $1,446,458 in 1995) 1,496,788 - - - Short-term investments (at cost which approximates market) 7,432,526 6,582,026 313,049 110,085 ------------- ------------ ------------- ------------- Total Investments 383,984,584 97,621,891 99,243,177 151,265,217 ------------- ------------ ------------- ------------- Other Assets - Current receivables from Employers 7,505,091 - - 7,505,091 Current receivables from Members 3,094,557 1,090,548 1,429,891 (350,560) Interest and dividends receivable 398,370 38,138 251,374 2,623 ------------- ------------ ------------- ------------- Total Other Assets 10,998,018 1,128,686 1,681,265 7,157,154 ------------- ------------ ------------- ------------- Total Assets 394,982,602 98,750,577 100,924,442 158,422,371 ------------- ------------ ------------- ------------- LIABILITIES: Interfund balances, net - (5,899) 75,163 (67,236) Amounts payable to Members (1,991,844) (927,152) (377,547) (647,215) ------------- ------------ ------------- ------------- Total Liabilities (1,991,844) (933,051) (302,384) (714,451) ------------- ------------ ------------- ------------- MEMBERS' EQUITY $392,990,758 $97,817,526 $100,622,058 $157,707,920 ============= ============ ============= ============= The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY STATEMENTS OF FINANCIAL POSITION (Continued from Preceding Page)
December 31, 1995 Fund D Fund E Fund F Fund G ASSETS: Investments (Note 1) - Guaranteed investment contracts (at cost plus interest earned thereon) $ - $ - $ - $ - Common stock of corpora- tions other than CMS Energy (cost $80,208,320 in 1995, $58,653,926 in 1994 and $42,235,532 in 1993) - - - - Common stock of CMS Energy (cost $100,690,825 in 1995, $87,356,586 in 1994 and $68,513,568 in 1993) - - - - Loans to Members (at cost which approximates market) 19,890,760 - - - Nicholas-Applegate Core Growth Institutional Portfolio (cost $8,353,163 in 1995) - 9,209,756 - - Smith Barney International Equity Collective Trust (cost $4,426,633 in 1995) - - 4,829,629 - Class G Common Stock of CMS Energy (cost $1,446,458 in 1995) - - - 1,496,788 Short-term investments (at cost which approximates market) - 45,902 380,695 769 ------------- ------------- ------------- ------------- Total Investments 19,890,760 9,255,658 5,210,324 1,497,557 ------------- ------------- ------------- ------------- Other Assets - Current receivables from Employers - - - - Current receivables from Members - 494,320 347,365 82,993 Interest and dividends receivable 104,878 803 441 113 ------------- ------------- ------------- ------------- Total Other Assets 104,878 495,123 347,806 83,106 ------------- ------------- ------------- ------------- Total Assets 19,995,638 9,750,781 5,558,130 1,580,663 ------------- ------------- ------------- ------------- LIABILITIES: Interfund balances, net (61,171) 33,664 18,614 6,865 Amounts payable to Members - (27,314) (12,616) - ------------- ------------- ------------- ------------- Total Liabilities (61,171) 6,350 5,998 6,865 ------------- ------------- ------------- ------------- MEMBERS' EQUITY $ 19,934,467 $ 9,757,131 $ 5,564,128 $ 1,587,528 ============= ============= ============= ============= The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY STATEMENTS OF FINANCIAL POSITION
December 31, 1994 Total Fund A Fund B Fund C Fund D ASSETS: Investments (Note 1) - Guaranteed investment contracts (at cost plus interest earned thereon) $ 76,170,714 $76,170,714 $ - $ - $ - Common stock of corpora- tions other than CMS Energy (cost $80,208,320 in 1995, $58,653,926 in 1994 and $42,235,532 in 1993) 61,196,105 - 61,196,105 - - Common stock of CMS Energy (cost $100,690,825 in 1995, $87,356,586 in 1994 and $68,513,568 in 1993) 103,200,174 - - 103,200,174 - Loans to Members (at cost which approximates market) 16,082,470 - - - 16,082,470 Nicholas-Applegate Core Growth Institutional Portfolio (cost $8,353,163 in 1995) - - - - - Smith Barney International Equity Collective Trust (cost $4,426,633 in 1995) - - - - - Class G Common Stock of CMS Energy (cost $1,446,458 in 1995) - - - - - Short-term investments (at cost which approximates market) 12,547,495 10,105,271 1,713,540 728,684 - ------------- ------------ ------------ ------------- ------------ Total Investments 269,196,958 86,275,985 62,909,645 103,928,858 16,082,470 ------------- ------------ ------------ ------------- ------------ Other Assets - Current receivables from Employers 6,322,606 - - 6,322,606 - Current receivables from Members 3,383,307 1,373,060 1,455,996 554,251 - Interest and dividends receivable 337,539 46,745 212,021 3,435 75,338 ------------- ------------ ------------ ------------- ------------ Total Other Assets 10,043,452 1,419,805 1,668,017 6,880,292 75,338 ------------- ------------ ------------ ------------- ------------ Total Assets 279,240,410 87,695,790 64,577,662 110,809,150 16,157,808 ------------- ------------ ------------ ------------- ------------ LIABILITIES: Interfund balances, net - 42,799 67,863 (100,159) (10,503) Amounts payable to Members (345,323) (122,544) (102,036) (120,743) - ------------- ------------ ------------ ------------- ------------ Total Liabilities (345,323) (79,745) (34,173) (220,902) (10,503) ------------- ------------ ------------ ------------- ------------ MEMBERS' EQUITY $278,895,087 $87,616,045 $64,543,489 $110,588,248 $16,147,305 ============= ============ ============ ============= ============ The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY STATEMENTS OF FINANCIAL POSITION
December 31, 1993 Total Fund A Fund B Fund C Fund D ASSETS: Investments (Note 1) - Guaranteed investment contracts (at cost plus interest earned thereon) $ 50,750,975 $50,750,975 $ - $ - $ - Common stock of corpora- tions other than CMS Energy (cost $80,208,320 in 1995, $58,653,926 in 1994 and $42,235,532 in 1993) 48,725,159 - 48,725,159 - - Common stock of CMS Energy (cost $100,690,825 in 1995, $87,356,586 in 1994 $68,513,568 in 1993) 92,255,809 - - 92,255,809 - Loans to Members (at cost which approximates market) 13,210,169 - - - 13,210,169 Nicholas-Applegate Core Growth Institutional Portfolio (cost $8,353,163 in 1995) - - - - - Smith Barney International Equity Collective Trust (cost $4,426,633 in 1995) - - - - - Class G Common Stock of CMS Energy (cost $1,446,458 in 1995) - - - - - Short-term investments (at cost which approximates market) 25,324,015 24,923,038 262,773 138,204 - ------------- ------------ ------------ ------------- ------------ Total Investments 230,266,127 75,674,013 48,987,932 92,394,013 13,210,169 ------------- ------------ ------------ ------------- ------------ Other Assets - Current receivables from Employers 7,498,137 - - 7,498,137 - Current receivables from Members 2,355,777 996,846 1,179,566 179,365 - Interest and dividends receivable 315,796 127,084 121,683 1,393 65,636 ------------- ------------ ------------ ------------- ------------ Total Other Assets 10,169,710 1,123,930 1,301,249 7,678,895 65,636 ------------- ------------ ------------ ------------- ------------ Total Assets 240,435,837 76,797,943 50,289,181 100,072,908 13,275,805 ------------- ------------ ------------ ------------- ------------ LIABILITIES: Interfund balances, net - 69,006 40,317 59,601 (168,924) Amounts payable to Members (612,951) (235,689) (199,300) (177,962) - ------------- ------------ ------------ ------------- ------------ Total Liabilities (612,951) (166,683) (158,983) (118,361) (168,924) ------------- ------------ ------------ ------------- ------------ MEMBERS' EQUITY $239,822,886 $76,631,260 $50,130,198 $ 99,954,547 $13,106,881 ============= ============ ============ ============= ============ The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY NOTES TO FINANCIAL STATEMENTS (1) PLAN DESCRIPTION General The Employees' Savings & Incentive Plan of Consumers Power Company (the "Plan") is an employee benefit plan in which participant contributions are supplemented by contributions from the Company/Employer (Consumers Power Company, its wholly owned subsidiaries, NOMECO, and other CMS Energy companies). Messrs. S. K. Smith, Jr., Vice Chairman of Consumers Power Company and T. A. McNish, Vice-President, Secretary and Assistant Treasurer of Consumers Power Company, are Plan Administrators. The information provided below is only a summary of the Plan's provisions. Reference should be made to the Plan documents for more complete information. Trustee The Plan's funds are held in trust for the benefit of members covered by the Plan under the Trust Agreement with NBD Bank (the "Trustee"). Eligibility To be eligible to participate in the Plan, an employee must be a regular employee. Contributions Each employee electing to participate in the Plan ("Member") contributes by payroll deductions not less than 1% nor more than 16% of his compensation. Each Member may change the amount of his contributions at any time by giving his Employer advance notice in writing. The change will be effective as soon as feasible. A Member may discontinue contributions as of any pay date upon notice to his Employer. However, if he discontinues contributions without simultaneously making an election for Elective Employer Contributions, he may not resume making contributions for three months. A Member can choose an "Elective Employer Contribution" option, which allows the Member to reduce his salary by as much as 12% and have this amount contributed by the Employer to the Plan. If a Member's regular annual salary is equal to or more than $60,535 (may be adjusted for inflation), the most that can be contributed by the Employer on behalf of the Member to the Plan is 9%. Members' earnings related to such contributions are not currently taxable. Each Employer contributes a Matching Employer Contribution equal to 50% of certain contributions by each of its participating employees. Such Employer contributions are limited to not more than 3% of each Member's compensation. The contributions of Members and the Employers are transferred monthly to the Trustee. EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY NOTES TO FINANCIAL STATEMENTS (Continued) (1) PLAN DESCRIPTION (Continued) Each Employer may contribute an Incentive Contribution which is determined at the end of each year based on (1) earnings and (2) comparison of the Company's gas and electric rates with those of other major investor-owned utilities. The overall goal will be based 70% on earnings and 30% on energy rates. The Incentive Contribution will be based on the Member's net Elective Employer and Participant Contributions of up to 6% of each Member's compensation. The Plan Administrators may exclude Incentive Contributions to the accounts of certain officers of Employers. Matching Employer and Incentive Contributions vest as follows: 10% for each of the first four years of service with the Employer, and 20% for each of the next three years of service. Member contributions are fully vested. Member Loans Members may borrow from the Plan up to 50% of their account balance, not exceeding $50,000, including the vested portion of the Matching Employer Contributions, for extraordinary or emergency needs as defined in the Plan and at the discretion of the Plan Administrators. The loans to Members are recorded in Fund D. Plan-Related Expenses The Company pays expenses relating to the administration of the Plan. Brokerage fees, commissions, stock transfer taxes and other expenses in connection with the purchases, sales and distributions of securities for each investment fund are charged to the fund that incurred the cost. Fund Investments Fund A - The investments in this fund consist of guaranteed investment contracts with the Allstate Life Insurance Company, Chicago, Illinois; New York Life Insurance Company, New York, New York; Principal Mutual Life Insurance Co, Des Moines, Iowa; Provident National Assurance Company, Chattanooga, Tennessee; and Prudential Asset Management Company, Chicago, Illinois; temporary investments with the PIMCO Low Duration Fund, and cash, temporary investments of any type or cash equivalents as the Trustee shall deem necessary or advisable to maintain as part of this fund within the limitations specified in the Trust Agreement. EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY NOTES TO FINANCIAL STATEMENTS (Continued) (1) PLAN DESCRIPTION (Continued) Fund B - The investments in this fund may consist of common stocks and securities convertible into common stock (other than securities of CMS Energy Corporation) selected by the Investment Manager, Independence Investment Associates, Inc., Boston, Massachusetts, in its sole discretion, and such amounts of cash, temporary investments of any type or cash equivalents as the Investment Manager shall deem necessary or advisable to maintain as part of the fund within the limitations specified in the Trust Agreement. Fund C - The investments in this fund may consist of common stock of CMS Energy Corporation and such amounts of cash, temporary investments of any type or cash equivalents as the Trustee shall deem necessary or advisable to maintain as part of this fund within the limitations specified in the Trust Agreement; subject to the limitation that the total number of shares held at any time by this fund, shall not exceed 10% of the outstanding voting shares of CMS Energy Corporation. Employers' contributions must be invested in this fund. Fund D - The investments in this fund consist of the promissory notes of Plan Members. Fund E - The investments in this fund may consist of mid- cap growth-oriented common stock (other than securities of CMS Energy Corporation) selected by the Investment Manager, Nicholas-Applegate Capital Management, San Diego, California, in its sole discretion, and such amounts of cash, temporary investments of any type or cash equivalents as the Investment Manager shall deem necessary or advisable to maintain as part of the fund within the limitations specified in the Trust Agreement. Fund F - The investments in this fund may consist of international common stock selected by the Investment Manager, Smith Barney Capital Management, New York, New York, in its sole discretion, and such amounts of cash, temporary investments of any type or cash equivalents as the Investment Manager shall deem necessary or advisable to maintain as part of the fund within the limitations specified in the Trust Agreement. EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY NOTES TO FINANCIAL STATEMENTS (Continued) (1) PLAN DESCRIPTION (Continued) Fund G - The investments in this fund may consist of Class G common stock of CMS Energy Corporation and such amounts of cash, temporary investments of any type or cash equivalents as the Trustee shall deem necessary or advisable to maintain as part of this fund within the limitations specified in the Trust Agreement; subject to the limitation that the total number of shares held at any time by this fund shall not exceed 10% of the outstanding Class G voting shares of CMS Energy Corporation. Reallocations All or part of a Member's past contributions which are in the Member's account on a Valuation Date may be reallocated among Fund A, Fund B, Fund C, Fund E, Fund F or Fund G on a Valuation Date by giving his employer advance notice in writing of such change. Any such reallocations of contributions will be done on the basis of the value of the contributions on such Valuation Date. Forfeitures The Plan provides that Members who receive a distribution, under certain conditions, forfeit all or a portion of the value of any Matching Employer and Incentive units credited to their accounts. Such amounts forfeited totalled $124,000 in 1995 and are treated as a reduction of the Employers' contribution liability. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements reflect the accrual basis of accounting. Investments, other than short-term, in Funds B, C, E, F and G are stated at current market value. Market value for most Fund B, C, E, F and G common stock is defined as the closing price of such stock as shown in a composite report of one or more generally recognized exchanges, including the New York Stock Exchange. There are also some securities which are traded in the over-the-counter ("OTC") market. OTC issues are priced at the bid price or "last" price furnished by the NASDAQ National Market. Short-term investments held in Funds A, B, C, E, F and G are stated at cost which approximates market. Amounts relating to gain (loss) on securities sold or distributed and change in unrealized appreciation (depreciation) as reported in the statement of changes in members' equity for the years ended December 31, 1995, 1994 and 1993 have been presented in conformity with the Department of Labor reporting requirements. Department of Labor rules require that realized gains (losses) and unrealized appreciation (depreciation) be based on the market value of the assets at the beginning of the Plan year or at the time of purchase during the year. EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY NOTES TO FINANCIAL STATEMENTS (Continued) (3) FEDERAL INCOME TAX ASPECTS OF THE PLAN The last determination letter received by the Company from the Internal Revenue Service was dated August 2, 1991. The determination letter states that the Plan qualifies under Section 401(a) of the Internal Revenue Code (the "Code") of 1954 as amended by the "Employee Retirement Income Security Act of 1974" ("ERISA") and is exempt from taxation under Section 501(a) of the Code. The Plan was amended subsequent to the date of the latest determination letter. However, in the opinion of the Plan Administrator, the Plan continues to meet the Internal Revenue Code requirements for tax-exempt status. Under existing Federal income tax laws, (a) the Company is entitled to deduct its contributions to the Plan in computing its Federal income tax; (b) the income of the trust funds accumulated under the Plan is exempt from Federal income tax; and (c) Members are not subject to tax on amounts contributed by the Company for their benefit until such time as such amounts are distributed to them, at which time they are taxable as ordinary income. (4) PLAN TERMINATION The Employers expect the Plan to be permanent, but since future conditions affecting the Plan cannot be anticipated or foreseen, the Employers reserve the right, by action of the Board of Directors of Consumers Power Company, to terminate or amend the Plan in whole or in part. Upon termination or partial termination of the Plan, or upon a complete discontinuance of contributions, the interest of each person in the Plan shall be segregated and set aside by the Trustee and one hundred percent (100%) of the value of the Matching Employer contribution credited to the account of a person having an interest in the Plan shall be vested in such person. (5) GENDER Any masculine terminology used herein shall also include the feminine. (6) SUBSEQUENT EVENT Plan Administrator, S. K. Smith, Jr., retired effective March 1, 1996. At the time of issuance of these financial statements, a successor had not been named. SCHEDULE I EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 Current Identity of Issuer and Title of Issue Cost Value GUARANTEED INVESTMENT CONTRACTS (Fund A) - Allstate Life Insurance Company (5.72%, matures 09/30/97) $ 9,009,083 $ 9,009,083 Allstate Life Insurance Company (6.71%, matures 07/28/2000) 4,113,316 4,113,316 Allstate Life Insurance Company (7.22%, matures 06/14/99) 5,569,745 5,569,745 Allstate Life Insurance Company (7.33%, matures 06/21/99) 5,572,109 5,572,109 Allstate Life Insurance Company (7.65%, matures 03/27/2000) 5,290,890 5,290,890 New York Life Insurance Company (7.45%, matures 03/31/2000) 5,278,408 5,278,408 New York Life Insurance Company (7.73%, matures 05/11/99) 16,950,813 16,950,813 Principal Mutual Life Insurance Company (5.65%, matures 10/01/97) 11,985,984 11,985,984 Principal Mutual Life Insurance Company (6.55%, matures 06/01/2000) 4,150,450 4,150,450 The Prudential Asset Management Company (6.50%, matures 11/30/2001) 12,108,145 12,108,145 The Prudential Asset Management Company (8.05%, matures 10/02/2000) 11,010,922 11,010,922 ----------- ----------- Total Guaranteed Investment Contracts $91,039,865 $91,039,865 ----------- ----------- FIXED INCOME - MUTUAL FUNDS - BONDS PIMCO Low Duration Fund (Fund A) - $ 3,845,985 $ 3,845,985 ----------- ----------- COMMON STOCK OF CORPORATIONS OTHER THAN CMS ENERGY CORPORATION (Fund B) - ABBOTT LABORATORIES CORP $ 674,576 $ 919,912 AETNA LIFE & CASUALTY CO 1,540,012 1,537,350 AIR PRODUCTS & CHEMICALS INC 543,300 527,500 ALBERTSONS INC 739,813 867,900 ALLIED SIGNAL INC 138,612 251,750 ALLSTATE CORPORATION 1,174,256 1,791,240 ALLWASTE INC 95,352 102,125 AMERICAN EXPRESS CO 1,594,271 2,197,012 AMERITECH CORPORATION 182,820 259,050 AMOCO CORP 701,818 829,400 ANADARKO PETROLEUM CORP 437,416 654,912 APPLIED MATERIALS CO 167,710 299,250 AT&T CORPORATION 2,521,867 3,153,325 SCHEDULE I EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 (Continued) Current Identity of Issuer and Title of Issue Cost Value BAKER HUGHES INC $ 114,574 $ 143,812 BALL CORPORATION 141,191 147,075 BANKAMERICA CORPORATION 489,699 582,750 BARNETT BANKS INC 260,664 389,400 BAXTER INTL INC 655,078 908,687 BOEING COMPANY 816,108 971,850 BRISTOL MYERS SQUIBB CO 2,484,760 3,082,912 BRITISH PETROLEUM PLC 363,030 377,862 BRITISH STEEL PLC 222,466 233,187 BROWNING FERRIS INDUSTRIES INC 351,918 290,812 CHEMICAL BANKING CORP 566,271 828,375 CHEVRON CORP 996,978 1,204,625 CHRYSLER CORPORATION 1,131,314 1,201,725 CIGNA CORP 263,379 413,000 COLGATE PALMOLIVE COMPANY 654,789 618,200 COLUMBIA/HCA HEALTHCARE CORP 199,204 253,750 CONRAIL INC 142,731 203,000 CPC INTERNATIONAL INC 351,892 384,300 CSX CORPORATION 97,500 100,375 DANA CORPORATION 455,598 476,775 DEAN WITTER DISCOVER & COMPANY 839,654 902,400 DELTA AIR LINES INC 333,525 404,937 DIAL CORPORATION 175,440 254,775 DIGITAL EQUIPMENT CORPORATION 414,574 468,112 DOVER CORPORATION 717,481 649,000 EASTMAN KODAK COMPANY 1,652,581 2,090,400 EATON CORPORATION 595,042 589,875 ENTERGY CORPORATION 580,316 623,025 EQUIFAX INC 122,845 337,725 EXXON CORPORATION 1,375,474 1,666,350 FEDERAL NATL MORTGAGE ASSN 186,065 247,750 FEDERATED DEPARTMENT STORES INC 850,150 814,775 FIRST BANK SYSTEM INC 1,599,854 1,533,412 FIRST UNION CORPORATION 548,937 756,500 FLEET FINANCIAL GROUP INC 195,207 281,175 GAP INC 484,577 441,000 GENERAL ELECTRIC COMPANY 1,642,749 2,930,400 GENERAL MILLS INC 554,717 571,725 GENERAL MOTORS CORPORATION 344,951 380,700 GENERAL RE CORPORATION 127,550 155,000 GOODYEAR TIRE & RUBBER CO 830,429 952,875 GTE CORP 2,416,820 2,895,750 HALLIBURTON COMPANY 767,604 951,750 HEALTH MANAGEMENT ASSOC 73,312 186,140 HERCULES INC 1,499,660 2,097,150 HOME DEPOT INC 1,144,319 1,289,250 SCHEDULE I EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 (Continued) Current Identity of Issuer and Title of Issue Cost Value IMPERIAL OIL LTD $ 408,388 $ 455,175 INTEGRATED DEVICE TECHNOLOGY INC 165,318 114,587 INTEL CORPORATION 418,041 839,900 JOHNSON & JOHNSON 1,200,306 2,205,900 KIMBERLY CLARK CORPORATION 1,108,913 1,390,200 KOMAG INC 322,275 249,075 LAM RESEARCH CORPORATION 175,833 256,200 LINCOLN NATIONAL CORPORATION 525,523 736,375 LINEAR TECHNOLOGY CORP 314,436 306,150 LOCKHEED CORP 1,066,112 1,749,297 MARSH & MCLENNAN COMPANIES 1,666,369 1,783,875 MEAD CORPORATION 548,671 700,150 MEDTRONIC INC 250,775 625,800 MENTOR GRAPHICS CORP 265,356 257,325 MERCK & COMPANY INC 893,535 1,509,375 MICROSOFT CORP 1,148,643 1,123,200 MILLIPORE CORPORATION 334,912 534,625 MOBIL CORPORATION 1,219,236 1,799,175 MONSANTO COMPANY 1,270,253 1,421,000 MORTON INTERNATIONAL INC 495,548 660,100 MOTOROLA INC 595,063 530,100 NATIONSBANK CORPORATION 1,137,017 1,622,262 NYNEX CORPORATION 959,097 1,263,600 OGDEN CORPORATION 119,972 102,343 PACIFIC GAS & ELECTRIC CO 1,120,505 1,123,650 PANHANDLE EASTERN CORP 507,177 763,775 PARKER-HANNIFEN CORP 411,048 467,512 PEPSICO INC 2,007,102 2,698,762 PHELPS DODGE CORPORATION 482,751 535,350 PHILIP MORRIS COMPANIES INC 1,384,445 2,093,800 PHILLIPS PETROLEUM COMPANY 1,811,514 1,829,100 PRICE/COSTCO INCORPORATED 803,974 704,550 RAYONIER INCORPORATED 62,732 86,775 RAYTHEON COMPANY 557,602 737,100 SAFEWAY STORES INC 332,704 360,500 SARA LEE CORP 478,329 534,400 SBC COMMUNICATIONS INC 422,669 664,100 SCHERING PLOUGH CORPORATION 277,636 448,950 SPRINT CORPORATION 181,668 217,937 STAPLES, INC 352,340 427,781 TENNECO INC 1,056,345 1,230,700 TERADYNE INC 190,214 175,875 TEXAS INSTRUMENTS INCORPORATED 1,154,566 1,153,600 TEXTRON INCORPORATED 70,425 128,250 TOYS R US 1,041,809 793,875 UAL CORPORATION 94,148 160,650 SCHEDULE I EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 (Continued) Current Identity of Issuer and Title of Issue Cost Value UNICOM CORPORATION $ 816,201 $ 956,300 UNILEVER N V NETHERLANDS NY 1,216,095 1,379,350 UNITED TECHNOLOGIES CORP 245,754 256,162 UST INC 685,446 861,075 VENCOR INC 162,801 191,750 WAL MART STORES INC 949,704 881,100 WARNER LAMBERT COMPANY 320,316 349,650 WHITMAN CORP 269,245 409,200 XEROX CORPORATION 2,786,663 3,397,611 ------------ ------------ Total Common Stock of Corporations (Fund B) $ 80,208,320 $ 98,930,128 ------------ ------------ *COMMON STOCK OF CMS ENERGY CORPORATION (Fund C) $100,690,825 $151,155,132 ------------ ------------ LOANS TO MEMBERS (Fund D) $ 19,890,760 $ 19,890,760 ------------ ------------ NICHOLAS-APPLEGATE CORE GROWTH INSTITUTIONAL PORTFOLIO (Fund E) $ 8,353,163 $ 9,209,756 ------------ ------------ SMITH BARNEY INTERNATIONAL EQUITY COLLECTIVE TRUST (Fund F) $ 4,426,633 $ 4,829,629 ------------ ------------ *CLASS G COMMON STOCK OF CMS ENERGY CORPORATION (Fund G) $ 1,446,458 $ 1,496,788 ------------ ------------ *TEMPORARY INVESTMENTS NBD MASTER TRUST MONEY MARKET FUND $ 3,586,541 $ 3,586,541 (Funds A, B, C, E, F and G) ------------ ------------ Total Investments $313,488,550 $383,984,584 ============ ============ *Represents Party-in-Interest SCHEDULE II EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995
Current Value Identity of Party of Asset on and Number of Purchase Selling Cost of Transaction Net Gain Description of Asset Transactions Shares Price Price Asset Date (Loss) *NBD Bank, N.A. - ------------------ Master Trust Money Market Fund - Purchases 423 106,888,395 $106,888,395 N/A $106,888,395 $106,888,395 N/A - Sales 255 115,473,123 N/A $115,473,123 115,473,123 115,473,123 $ - *CMS Energy Corporation - ----------------------- Common Stock - Purchases 10 714,357 18,011,714 N/A 18,011,714 18,011,714 N/A - Sales 9 18,557 N/A 446,071 427,495 446,071 18,576 Reportable transactions include: (1) Transactions in excess of 5% of Plan assets at the beginning of the year. (2) Series of transactions in excess of 5% of Plan assets at the beginning of the year. (3) Other transactions with a person with whom transactions in excess of 5% of Plan assets were made at the beginning of the year. *Represents Party-in-Interest
ARTHUR ANDERSEN LLP EXHIBIT A CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated May 24, 1996 included in the Employees' Savings & Incentive Plan of Consumers Power Company's Annual Report on Form 11-K for the year ended December 31, 1995, into CMS Energy Corporation's previously filed Registration Statement File No. 33-29681. ARTHUR ANDERSEN LLP Detroit, Michigan, May 28, 1996 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, CMS Energy Corporation has duly caused this annual report to be signed by the undersigned thereunto duly authorized. EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY By Thomas A McNish ------------------------------------------------------------ Thomas A McNish Vice-President and Secretary Dated: May 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----