-----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, A5AWNyIbVciwEFnNsATBN3DiZNs/f8PEpuO2sVXQ6O6IpI4R+zzbSwimijXT5/A4 PZ71P8aLeDKhwkb/VLIaBQ== 0000201533-99-000017.txt : 19990629 0000201533-99-000017.hdr.sgml : 19990629 ACCESSION NUMBER: 0000201533-99-000017 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990628 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: SEC FILE NUMBER: 001-09513 FILM NUMBER: 99653882 BUSINESS ADDRESS: STREET 1: FAIRLANE PLZ SOUTH STE 1100 STREET 2: 330 TOWN CENTER DR CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3134369200 MAIL ADDRESS: STREET 1: FAIRLANE PLAZA SOUTH, SUITE 1100 STREET 2: 330 TOWN CENTER DRIVE CITY: DEARBORN STATE: MI ZIP: 48126 11-K 1 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, 1998 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 ENERGY 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 ENERGY COMPANY FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997 TOGETHER WITH AUDITORS' REPORT REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Employees' Savings & Incentive Plan of Consumers Energy Company: We have audited the accompanying statements of financial position of the EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY (the "Plan") as of December 31, 1998 and 1997, and the related statements of changes in members' equity for each of the three years in the period ended December 31, 1998. 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 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, 1998 and 1997, and the changes in member equity for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles. Our audits were 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, 1998 and reportable transactions for the year ended December 31, 1998 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. The fund information in the statements of financial position and the statements of changes in members' equity is presented for purposes of additional analysis rather than to present the financial position and changes in members' equity of each fund. The supplemental schedules and fund information 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, June 4, 1999. EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY 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, 1998 STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 1998 AND 1997 NOTES TO FINANCIAL STATEMENTS SCHEDULE I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 SCHEDULE II - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 EXHIBIT A - CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued on Following Page)
For the Year Ended December 31, 1998 ---------------------------------------------------------------------- Total Fund A Fund B Fund C ------------ ------------ ------------ ------------- MEMBERS' EQUITY - BEGINNING OF PERIOD $627,454,980 $105,095,650 $193,003,011 $250,981,209 ------------ ------------ ------------ ------------ CHANGES DURING PERIOD: Members' contributions (Note 1) 38,766,501 7,659,570 20,542,378 2,263,959 Employers' contributions (Note 1) 17,970,163 - - 17,970,163 Reallocation of Members' contributions (Note 1) - 6,798,017 (1,511,145) (2,189,960) Interfund transfers - (1,013,789) 376,706 (263,702) ------------ ------------ ------------ ------------- 56,736,664 13,443,798 19,407,939 17,780,460 ------------ ------------ ------------ ------------- Investment income 18,247,589 6,382,955 3,200,270 7,099,930 Interest income 1,775,146 - - - Income from short-term investments 1,269,491 968,203 196,952 71,427 Gain (loss) on securities sold or distributed (Note 2) 31,251,257 - 25,832,847 5,354,851 Change in unrealized appreciation (depreciation) of investments (Note 2) 51,107,042 - 27,373,851 19,580,610 ------------ ------------ ------------ ------------- 103,650,525 7,351,158 56,603,920 32,106,818 ------------ ------------ ------------ ------------- Distribution to Members (40,607,937) (10,163,743) (13,355,113) (14,512,770) ------------ ------------ ------------ ------------- Net change during period 119,779,252 10,631,213 62,656,746 35,374,508 ------------ ------------ ------------ ------------- MEMBERS' EQUITY - END OF PERIOD $747,234,232 $115,726,863 $255,659,757 $286,355,717 ============ ============ ============ ============= Value per unit $13.5640 $34.4776 $10.1928 =========== ============ ============= The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued from Preceding Page)
For the Year Ended December 31, 1998 ---------------------------------------------------------------------- Fund D Fund E Fund F Fund G ----------- ----------- ------------ ------------- MEMBERS' EQUITY - BEGINNING OF PERIOD $27,916,131 $30,096,946 $15,536,069 $4,825,964 ----------- ----------- ------------ ---------- CHANGES DURING PERIOD: Members' contributions (Note 1) - 4,740,434 2,559,592 1,000,568 Employers' contributions (Note 1) - - - - Reallocation of Members' contributions (Note 1) - (2,465,901) (940,534) 309,523 Interfund transfers 26,400 500,143 288,471 85,771 ----------- ----------- ------------ ------------ 26,400 2,774,676 1,907,529 1,395,862 ----------- ----------- ------------ ------------ Investment income - 1,302,376 2,104 259,954 Interest income 1,775,146 - - - Income from short-term investments - 13,705 14,276 4,928 Gain (loss) on securities sold or distributed (Note 2) - (3,431) 66,887 103 Change in unrealized appreciation (depreciation) of investments (Note 2) - 3,176,639 1,243,980 (268,038) ----------- ----------- ------------ ------------- 1,775,146 4,489,289 1,327,247 (3,053) ----------- ----------- ------------ ------------- Distribution to Members (276) (1,792,211) (602,056) (181,768) ----------- ----------- ------------ ------------- Net change during period 1,801,270 5,471,754 2,632,720 1,211,041 ----------- ----------- ------------ ------------- MEMBERS' EQUITY - END OF PERIOD $29,717,401 $35,568,700 $ 18,168,789 $ 6,037,005 =========== =========== ============ ============ Value per unit $2.0077 $1.4147 $1.6478 =========== ============ ============ The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued on Following Page)
For the Year Ended December 31, 1997 ---------------------------------------------------------------------- Total Fund A Fund B Fund C ------------ ------------ ------------ ------------- MEMBERS' EQUITY - BEGINNING OF PERIOD $479,029,108 $103,161,653 $130,874,122 $182,697,354 ------------ ------------ ------------ ------------- CHANGES DURING PERIOD: Members' contributions (Note 1) 36,441,668 8,691,695 17,300,176 2,706,251 Employers' contributions (Note 1) 18,658,274 - - 18,658,274 Reallocation of Members' contributions (Note 1) - (4,588,693) 9,854,306 (5,956,210) Interfund transfers - (1,039,844) 46,735 (1,729,320) ------------ ------------- ------------ ------------- 55,099,942 3,063,158 27,201,217 13,678,995 ------------ ------------- ------------ ------------- Investment income 22,030,770 6,517,272 3,144,374 6,218,927 Interest income 1,570,189 - - - Income from short-term investments 867,306 562,281 248,254 31,236 Gain (loss) on securities sold or distributed (Note 2) 27,746,407 - 24,106,588 3,609,663 Change in unrealized appreciation (depreciation) of investments (Note 2) 69,522,533 - 16,010,288 54,445,827 ------------ ------------ ------------ ------------- 121,737,205 7,079,553 43,509,504 64,305,653 ------------ ------------ ------------ ------------- Distribution to Members (28,411,275) (8,208,714) (8,581,832) (9,700,793) ------------ ------------ ------------- ------------- Net change during period 148,425,872 1,933,997 62,128,889 68,283,855 ------------ ------------ ------------- ------------- MEMBERS' EQUITY - END OF PERIOD $627,454,980 $105,095,650 $193,003,011 $250,981,209 ============ ============ ============ ============ Value per unit $12.6736 $26.7185 $9.0128 ============ ============ ============ The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued from Preceding Page)
For the Year Ended December 31, 1997 -------------------------------------------------------------------- Fund D Fund E Fund F Fund G ------------ ------------ ------------ ------------- MEMBERS' EQUITY - BEGINNING OF PERIOD $ 24,286,037 $ 22,092,493 $ 13,566,347 $ 2,351,102 ------------ ------------ ------------ ------------ CHANGES DURING PERIOD: Members' contributions (Note 1) - 4,547,027 2,696,067 500,452 Employers' contributions (Note 1) - - - - Reallocation of Members' contributions (Note 1) - 196,159 (109,925) 604,363 Interfund transfers 2,059,905 366,374 225,170 70,980 ------------ ------------ ------------ ------------- 2,059,905 5,109,560 2,811,312 1,175,795 ------------ ------------ ------------ ------------- Investment income - - 419 147,794 Interest income 1,570,189 - - - Income from short-term investments - 11,756 9,814 3,965 Gain (loss) on securities sold or distributed (Note 2) - 12,969 - 17,187 Change in unrealized appreciation (depreciation) of investments (Note 2) - 4,000,783 (149,281) 1,216,900 ------------ ------------ ------------ ------------- 1,570,189 4,025,508 (139,048) 1,385,846 ------------ ------------ ------------ ------------- Distribution to Members - (1,130,615) (702,542) (86,779) ------------ ------------ ------------ ------------- Net change during period 3,630,094 8,004,453 1,969,722 2,474,862 ------------ ------------ ------------ ------------- MEMBERS' EQUITY - END OF PERIOD $ 27,916,131 $ 30,096,946 $ 15,536,069 $ 4,825,964 ============ ============ ============ ============ Value per unit $1.7541 $1.3012 $1.6731 ============ ============ ============ The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued on Following Page)
For the Year Ended December 31, 1996 ---------------------------------------------------------------------- Total Fund A Fund B Fund C ------------ ------------ ------------ ------------- MEMBERS' EQUITY - BEGINNING OF PERIOD $392,990,758 $ 97,817,526 $100,622,058 $157,707,920 ------------ ------------ ------------ ------------- CHANGES DURING PERIOD: Members' contributions (Note 1) 34,758,408 10,122,157 16,170,021 2,518,449 Employers' contributions (Note 1) 17,070,684 - - 17,070,684 Reallocation of Members' contributions (Note 1) - (2,320,711) (563,626) (9,658,589) Interfund transfers - (1,498,849) (254,103) (1,942,153) ------------ ------------ ------------ ------------- 51,829,092 6,302,597 15,352,292 7,988,391 ------------ ------------ ------------ ------------- Investment income 14,306,964 6,249,786 2,699,058 5,346,122 Interest income 1,464,552 - - - Income from short-term investments 649,794 359,066 113,244 37,599 Gain (loss) on securities sold or distributed (Note 2) 17,273,666 (67,895) 14,303,154 1,679,666 Change in unrealized appreciation (depreciation) of investments (Note 2) 23,818,783 527 4,009,484 18,199,135 ------------ ------------ ------------ ------------- 57,513,759 6,541,484 21,124,940 25,262,522 ------------ ------------ ------------ ------------- Distribution to Members (23,304,501) (7,499,954) (6,225,168) (8,261,479) ------------ ------------- ------------ ------------- Net change during period 86,038,350 5,344,127 30,252,064 24,989,434 ------------ ------------ ------------ ------------- MEMBERS' EQUITY - END OF PERIOD $479,029,108 $103,161,653 $130,874,122 $182,697,354 ============ ============ ============ ============ Value per unit $11.8445 $20.3259 $6.6609 ============ ============ ============ The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Continued from Preceding Page)
For the Year Ended December 31, 1996 ---------------------------------------------------------------------- Fund D Fund E Fund F Fund G ------------ ------------ ------------ ------------- MEMBERS' EQUITY - BEGINNING OF PERIOD $ 19,934,467 $ 9,757,131 $ 5,564,128 $ 1,587,528 ------------ ------------- ------------ ------------- CHANGES DURING PERIOD: Members' contributions (Note 1) - 3,467,787 1,991,215 488,779 Employers' contributions (Note 1) - - - - Reallocation of Members' contributions (Note 1) - 7,188,580 5,103,638 250,708 Interfund transfers 2,887,018 455,419 267,389 85,279 ------------ ------------ ------------ ------------- 2,887,018 11,111,786 7,362,242 824,766 ------------ ------------ ------------ ------------- Investment income - - 9,720 2,278 Interest income 1,464,552 - - - Income from short-term investments - 10,239 6,760 122,886 Gain (loss) on securities sold or distributed (Note 2) - 1,358,737 - 4 Change in unrealized appreciation (depreciation) of investments (Note 2) - 636,810 1,013,605 (40,778) ------------ ------------ ------------ ------------- 1,464,552 2,005,786 1,030,085 84,390 ------------ ------------ ------------ ------------- Distribution to Members - (782,210) (390,108) (145,582) ------------ ------------ ------------- ------------- Net change during period 4,351,570 12,335,362 8,002,219 763,574 ------------ ------------ ------------- ------------- MEMBERS' EQUITY - END OF PERIOD $ 24,286,037 $ 22,092,493 $ 13,566,347 $ 2,351,102 ============ ============ ============ ============= Value per unit $1.5014 $1.3027 $1.0921 ============ ============ ============= The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY STATEMENTS OF FINANCIAL POSITION (Continued on Following Page)
December 31, 1998 ---------------------------------------------------------------------- Total Fund A Fund B Fund C ----------- ------------ ------------- ------------- ASSETS: Investments (Note 1) - Guaranteed investment contracts (at cost plus interest earned thereon) $ 93,420,022 $ 93,420,022 $ - $ - Common stock of corpora- tions other than CMS Energy (cost $183,200,306 in 1998 and $147,146,418 in 1997) 251,579,928 - 251,579,928 - Common stock of CMS Energy (cost $134,068,835 in 1998 and $120,962,483 in 1997) 276,748,963 - - 276,748,963 Loans to Members (at cost which approximates market) 29,963,181 - - - Nicholas-Applegate Core Growth Institutional Portfolio (cost $32,575,798 in 1998 and $30,351,854 in 1997) 35,244,333 - - - Smith Barney International Equity Collective Trust (cost $15,331,478 in 1998 and $14,612,341 in 1997) 17,842,780 - - - Class G Common Stock of CMS Energy (cost $4,933,539 in 1998 and $3,219,391 in 1997) 5,891,950 - - - Short-term investments (at cost which approximates market) 26,242,843 21,285,112 2,292,557 2,389,813 ------------ ------------ ------------ ------------- Total Investments 736,934,000 114,705,134 253,872,485 279,138,776 ------------ ------------ ------------ ------------- Other Assets - Current receivables from Employers 6,858,416 - - 6,858,416 Current receivables from Members 3,061,098 941,407 1,408,863 277,145 Interest and dividends receivable 380,718 88,572 279,409 10,834 ------------ ------------ ------------ ------------- Total Other Assets 10,300,232 1,029,979 1,688,272 7,146,395 ------------ ------------ ------------ ------------- Total Assets 747,234,232 115,735,113 255,560,757 286,285,171 ------------ ------------ ------------ ------------- Accrued interfund transfers, net - (8,250) 99,000 70,546 ------------ ------------ ------------ ------------- MEMBERS' EQUITY $747,234,232 $115,726,863 $255,659,757 $286,355,717 ============ ============ ============ ============ The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY STATEMENTS OF FINANCIAL POSITION (Continued from Preceding Page)
December 31, 1998 ---------------------------------------------------------------------- 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 $183,200,306 in 1998 and $147,146,418 in 1997) - - - - Common stock of CMS Energy (cost $134,068,835 in 1998 and $120,962,483 in 1997) - - - - Loans to Members (at cost which approximates market) 29,963,181 - - - Nicholas-Applegate Core Growth Institutional Portfolio (cost $32,575,798 in 1998 and $30,351,854 in 1997) - 35,244,333 - - Smith Barney International Equity Collective Trust (cost $15,331,478 in 1998 and $14,612,341 in 1997) - - 17,842,780 - Class G Common Stock of CMS Energy (cost $4,933,539 in 1998 and $3,219,391 in 1997) - - - 5,891,950 Short-term investments (at cost which approximates market) 4,050 54,313 172,087 44,911 ------------ ------------ ------------ ------------- Total Investments 29,967,231 35,298,646 18,014,867 5,936,861 ------------ ------------ ------------ ------------- Other Assets - Current receivables from Employers - - - - Current receivables from Members - 211,969 120,180 101,534 Interest and dividends receivable 13 565 897 428 ------------ ------------ ------------ ------------- Total Other Assets 13 212,534 121,077 101,962 ------------ ------------ ------------ ------------- Total Assets 29,967,244 35,511,180 18,135,944 6,038,823 ------------ ------------ ------------ ------------- Accrued interfund transfers, net (249,843) 57,520 32,845 (1,818) ------------ ------------ ------------ ------------- MEMBERS' EQUITY $ 29,717,401 $ 35,568,700 $ 18,168,789 $ 6,037,005 ============ ============ ============ ============= The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY STATEMENTS OF FINANCIAL POSITION (Continued on Following Page)
December 31, 1997 ---------------------------------------------------------------------- Total Fund A Fund B Fund C ------------- ------------ -------------- ------------- ASSETS: Investments (Note 1) - Guaranteed investment contracts (at cost plus interest earned thereon) $ 87,037,067 $ 87,037,067 $ - $ - Common stock of corpora- tions other than CMS Energy (cost $147,146,418 in 1997 and $106,350,560 in 1996) 185,885,268 - 185,885,268 - Common stock of CMS Energy (cost $120,962,483 in 1997 and $107,248,940 in 1996) 244,062,001 - - 244,062,001 Loans to Members (at cost which approximates market) 27,768,757 - - - Nicholas-Applegate Core Growth Institutional Portfolio (cost $30,351,854 in 1997 and $20,066,900 in 1996) 29,843,750 - - - Smith Barney International Equity Collective Trust (cost $14,612,341 in 1997 and $11,350,503 in 1996) 15,954,547 - - - Class G Common Stock of CMS Energy (cost $3,219,391 in 1997 and $2,298,662 in 1996) 4,445,842 - - - Short-term investments (at cost which approximates market) 22,263,934 16,998,600 4,732,260 312,442 ------------ ------------ ------------ ------------- Total Investments 617,261,166 104,035,667 190,617,528 244,374,443 ------------ ------------ ------------ ------------- Other Assets - Current receivables from Employers 6,551,277 - - 6,551,277 Current receivables from Members 3,251,085 1,047,327 2,138,288 123,194 Interest and dividends receivable 391,452 80,741 305,013 3,027 ------------ ------------ ------------ ------------- Total Other Assets 10,193,814 1,128,068 2,443,301 6,677,498 ------------ ------------ ------------ ------------- Total Assets 627,454,980 105,163,735 193,060,829 251,051,941 ------------ ------------ ------------ ------------- Accrued interfund transfers, net - (68,085) (57,818) (70,732) ------------ ------------ ------------ ------------- MEMBERS' EQUITY $627,454,980 $105,095,650 $193,003,011 $250,981,209 ============ ============ ============ ============= The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY STATEMENTS OF FINANCIAL POSITION (Continued from Preceding Page)
December 31, 1997 ---------------------------------------------------------------------- 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 $147,146,418 in 1997 and $106,350,560 in 1996) - - - - Common stock of CMS Energy (cost $120,962,483 in 1997 and $107,248,940 in 1996) - - - - Loans to Members (at cost which approximates market) 27,768,757 - - - Nicholas-Applegate Core Growth Institutional Portfolio (cost $30,351,854 in 1997 and $20,066,900 in 1996) - 29,843,750 - - Smith Barney International Equity Collective Trust (cost $14,612,341 in 1997 and $11,350,503 in 1996) - - 15,954,547 - Class G Common Stock of CMS Energy (cost $3,219,391 in 1997 and $2,298,662 in 1996) - - - 4,445,842 Short-term investments (at cost which approximates market) - 50,301 94,965 75,366 ------------- ------------ ------------ ------------- Total Investments 27,768,757 29,894,051 16,049,512 4,521,208 ------------- ------------ ------------ ------------- Other Assets - Current receivables from Employers - - - - Current receivables from Members - 159,226 (521,881) 304,931 Interest and dividends receivable - 1,323 894 454 ------------- ------------- ------------- ------------- Total Other Assets - 160,549 (520,987) 305,385 ------------- ------------- ------------- ------------- Total Assets 27,768,757 30,054,600 15,528,525 4,826,593 ------------- ------------- ------------- ------------- Accrued interfund transfers, net 147,374 42,346 7,544 (629) ------------- ------------- ------------- ------------- MEMBERS' EQUITY $ 27,916,131 $ 30,096,946 $ 15,536,069 $ 4,825,964 ============ ============ ============ ============= The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY NOTES TO FINANCIAL STATEMENTS (1) PLAN DESCRIPTION General The Employees' Savings & Incentive Plan of Consumers Energy Company (the "Plan") is an employee benefit plan in which participant contributions are supplemented by contributions from the Company/Employer (Consumers and CMS Energy and their subsidiaries which are at least 80% owned and have adopted the Plan). Mr. T. A. McNish, Vice-President, Secretary and Assistant Treasurer of Consumers Energy Company, is the Plan Administrator. 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 State Street Bank and Trust (the "Trustee"), effective April 1997. NBD Bank was the Trustee during 1996 through March 1997. 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 $70,000, 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 EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY NOTES TO FINANCIAL STATEMENTS (Continued) (1) PLAN DESCRIPTION (Continued) 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. 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 Administrator 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 at all times. 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 Administrator. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant's loan fund (Fund D). Loan terms range from one to five years* and are secured by the balance in the Participant's account.** Repayments of principal and interest are made primarily through payroll deduction. 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. *(Up to ten years for purchase of a principal residence.) **A new loan rate is determined by subtracting one full percentage point from the current major New York bank prime rate. The rate on new loans taken during 1998 was 6.75 percent to 7.50 percent. EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY NOTES TO FINANCIAL STATEMENTS (Continued) (1) PLAN DESCRIPTION (Continued) 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; and Prudential Asset Management Company, Chicago, Illinois; 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. 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. EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY NOTES TO FINANCIAL STATEMENTS (Continued) (1) PLAN DESCRIPTION (Continued) Fund F - The investments in this fund may consist of international common stock selected by the Investment Manager, Salomon 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. 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 Contributions credited to their accounts. Such amounts forfeited totalled $286,997.41 in 1998 and are treated as a reduction of the Employers' contribution liability. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Valuations 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 EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY NOTES TO FINANCIAL STATEMENTS (Continued) (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) held in Funds A, B, C, E, F and G are stated at cost which approximates market. Gains and Losses 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 31,1998, 1997 and 1996 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. Guaranteed Investment Contracts The Plan has entered into several fully benefit-responsive investment contracts with various insurance companies. All of these contracts are held in Fund A and are credited with interest and charged for Plan withdrawals and administrative expenses. The contracts are included in the financial statements at contract value (cost plus accrued interest less withdrawals) which approximates fair value. The contracts earn interest at fixed rates ranging from 6.50% to 8.05% and mature between May 1999 and April 2003. The average aggregate yield for these contracts was 7.331% and 7.60% in 1998 and 1997, respectively. Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (3) FEDERAL INCOME TAX ASPECTS OF THE PLAN The last determination letter received by the Company from the Internal Revenue Service was dated November 20, 1996. 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. 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 EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY NOTES TO FINANCIAL STATEMENTS (Continued) (3) FEDERAL INCOME TAX ASPECTS OF THE PLAN (Continued) the Company for their benefit until such time as such amounts are distributed to them, at which time they are taxable as ordinary income unless distributed as an "eligible rollover distribution." (4) RECONCILIATION OF THE FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of members' equity and distributions paid to members per the financial statements to members' equity and distributions paid to members per the Form 5500 for the Plan year 1998:
Total Fund A Fund B Fund C Fund D Fund E Fund F Fund G - ------- ------------ ----------- ------------ ---------- ---------- ---------- ---------- --------- Members' Equity per Financial Statements $747,234,232 $115,726,863 $255,659,757 $286,355,717 $29,717,401 $35,568,700 $18,168,789 $6,037,005 Benefits payable to members 1998 (3,637,187) (1,008,844) (1,309,374) (1,039,020) 0 (188,867) (54,316) (36,766) ------------- ------------- ------------- ------------- ----------- ----------- ----------- ----------- Members' Equity per Form 5500 $743,597,045 $114,718,019 $254,350,383 $285,316,697 $29,717,401 $35,379,833 $18,114,473 $6,000,239 ============ ============ ============ ============ =========== =========== =========== =========== Distributions paid to members per Financial Statements 40,607,937 10,163,743 13,355,113 14,512,770 276 1,792,211 602,056 181,768 Benefits payable to members 1997 (4,012,496) (1,097,193) (1,043,105) (1,450,887) 0 (352,708) (51,853) (16,750) Benefits payable to members 1998 3,637,187 1,008,844 1,309,374 1,039,020 0 188,867 54,316 36,766 ------------ ------------ ------------ ------------ ------------ ----------- ------------ ------- Distributions paid per Form 5500 $ 40,232,628 $ 10,075,394 $ 13,621,382 $ 14,100,903 $ 276 $ 1,628,370 $ 604,519 $ 201,784 ============ ============ ============ ============ =========== ============ ============= =========
(5) 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 Energy 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. (6) GENDER Any masculine terminology used herein shall also include the feminine. SCHEDULE I EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 Current Identity of Issuer and Title of Issue Cost Value - ------------------------------------- ----------- ---------- GUARANTEED INVESTMENT CONTRACTS (Fund A) - Allstate Life Insurance Company (6.71%, matures 07/28/2000) $ 4,998,129 $ 4,998,129 Allstate Life Insurance Company (7.22%, matures 06/14/99) 6,865,350 6,865,350 Allstate Life Insurance Company (7.33%, matures 06/21/99) 6,889,426 6,889,426 Allstate Life Insurance Company (7.65%, matures 03/27/2000) 6,600,409 6,600,409 New York Life Insurance Company (7.45%, matures 03/31/2000) 6,549,173 6,549,173 New York Life Insurance Company (7.73%, matures 05/11/99) 21,196,170 21,196,170 Principal Mutual Life Insurance Company (7.20%, matures 04/01/03) 6,784,364 6,784,364 Principal Mutual Life Insurance Company (6.55%, matures 06/01/2000) 5,021,107 5,021,107 The Prudential Asset Management Company (6.50%, matures 11/30/2001) 14,626,030 14,626,030 The Prudential Asset Management Company (8.05%, matures 10/02/2000) 13,889,864 13,889,864 ------------ ------------ Total Guaranteed Investment Contracts $93,420,022 $93,420,022 ----------- ----------- COMMON STOCK OF CORPORATIONS OTHER THAN CMS ENERGY CORPORATION (Fund B) - ABBOTT LABORATORIES CORP $ 1,105,540 $ 2,744,000 AIR PRODUCTS AND CHEMICALS INC 1,711,471 1,816,000 AIRBORNE FREIGHT CORP 394,555 645,519 ALBERTSON'S INC 455,780 611,400 ALLIED WASTE INDUSTRIES INC 739,449 737,100 ALLSTATE CORP 1,539,292 1,247,400 AMEREN CORP 1,783,117 1,814,219 AMERICAN INTL GROUP INC 1,770,006 2,732,072 AMERITECH CORP 1,120,805 1,419,600 AMGEN INC 1,823,073 2,446,763 AMR CORP 2,528,842 2,315,625 ASSOCIATES FIRST CAP CORP 776,305 1,117,429 AT&T CORP 3,171,462 3,870,825 AVERY DENNISON CORP 194,275 310,931 AVON PRODUCTS INC 2,058,570 3,124,050 BANK ONE CORP 1,468,823 1,381,445 BANKAMERICA CORPORATION 2,819,501 2,302,785 SCHEDULE I EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 (Continued) Current Identity of Issuer and Title of Issue Cost Value ----------- ---------- BECTON DICKINSON & COMPANY $ 606,888 $1,229,400 BELL ATLANTIC CORP 2,156,129 2,921,400 BELLSOUTH CORPORATION 642,788 1,446,375 BRISTOL MYERS SQUIBB CO 1,706,589 4,951,063 BRITISH PETROLEUM AMOCO PLC 1,447,782 1,706,100 BURLINGTON NORTHERN SANTA FE CORP 3,153,246 3,277,725 CADENCE DESIGN SYS INC 943,715 886,550 CARDINAL HEALTH INC 3,139,723 4,818,063 CIGNA CORP 1,074,035 1,175,150 CISCO SYS INC 424,096 918,844 CITIGROUP INC 5,390,075 5,299,172 COLGATE PALMOLIVE CO 3,453,161 3,807,875 COMERICA INC 2,001,529 2,304,738 COMPAQ COMPUTER CORP 3,556,104 4,678,800 COMPUTER ASSOC INTL INC 1,846,120 2,199,450 CONSOLIDATED NATURAL GAS CO 2,169,999 2,149,200 DANA CORPORATION 455,599 666,263 DEERE & CO 872,995 591,750 DELL COMPUTER CORP 1,004,866 1,222,231 DIAL CORP 1,846,812 2,757,563 DOMINION RESOURCES INC 1,062,943 1,257,575 EL PASO ENERGY CORP 587,187 738,025 EQUITABLE COMPANIES INC 134,343 196,775 EXXON CORP 868,452 899,438 FEDERAL MOGUL CORP 1,153,787 1,273,300 FEDERAL NATL MTG ASSN 3,136,049 4,218,000 FIRST UNION CORP 1,764,748 2,219,656 FLORIDA PROGRESS CORP 1,560,081 1,801,463 FLOWERS INDUSTRY INC 226,738 263,313 FORD MOTOR COMPANY 1,270,191 1,836,919 FORT JAMES CORP 473,795 552,000 FPL GROUP INC 1,515,940 1,670,038 GENERAL DYNAMICS CORP 459,251 448,400 GENERAL ELECTRIC COMPANY 2,662,942 9,261,600 GENERAL MILLS INC 1,336,560 1,430,600 GLAXO WELLCOME 397,045 771,450 GOODRICH, B F CO 566,179 634,988 GUIDANT CORP 1,482,156 2,354,000 HALLIBURTON CO 2,232,162 1,581,975 HARTFORD FINANCIAL SERVICES GROUP 1,264,066 2,249,875 HARTFORD LIFE INC 1,329,734 1,398,000 HEALTH MGMT ASSOC 152,621 262,744 HEALTHSOUTH CORP 3,906,695 3,155,425 HEINZ, H J CO 877,928 894,675 HOME DEPOT INC 1,415,038 5,323,313 HONEYWELL INC 1,057,242 1,137,219 SCHEDULE I EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 (Continued) Current Identity of Issuer and Title of Issue Cost Value ---------- ---------- HOUSEHOLD INTL INC $ 211,780 $ 221,900 HOUSTON INDUSTRIES INC 1,333,818 1,753,819 INGERSOLL-RAND COMPANY 517,129 807,975 INTEL CORPORATION 2,941,562 5,264,175 INTERNATIONAL BUSINESS MACHINES CORP 2,146,582 4,056,250 JONES APPAREL GROUP INC 351,116 322,113 KANSAS CITY SOUTHERN INDS INC 1,374,169 1,701,888 LEAR CORP 1,559,019 1,166,550 LILLY, ELI & CO 803,331 924,300 LINCARE HLDGS INC 701,896 831,531 LOCKHEED MARTIN CORPORATION 639,032 525,450 LOWE'S COMPANIES INC 930,417 2,723,175 LUCENT TECHNOLOGIES INC 1,516,121 4,441,475 MARSH & MCLENNAN COMPANIES 1,956,517 3,839,344 MASCO CORP 900,703 1,132,750 MCI WORLDCOM INC 4,115,131 6,249,425 MCKESSON CORP 1,303,797 1,257,094 MERCK & COMPANY INC 1,120,993 2,301,000 MERITOR AUTOMOTIVE INC 251,762 238,006 MICROSOFT CORP 3,971,219 10,207,400 MOBIL CORP 959,025 1,123,913 MONTANA POWER CO 919,009 2,007,969 MORGAN STANLEY DEAN WITTER 332,447 958,500 MYLAN LABS INC 394,517 355,950 NATIONAL SERVICE INDUSTRIES INC 566,811 425,600 NEW CENTURY ENERGIES INC 1,102,412 1,145,625 NORTHERN TELECOM LTD 2,341,543 2,655,000 NORTHERN TRUST CORP 561,760 689,769 OGDEN CORP 539,618 466,163 OMNICOM GROUP 299,304 377,000 PECO ENERGY CO 1,636,171 1,786,900 PEPSICO INC 1,300,849 1,504,200 PFIZER INC 1,840,701 2,600,000 PHILIP MORRIS COMPANIES INC 1,579,328 3,295,600 PITNEY BOWES INC 2,837,092 4,432,794 PRECISION CASTPARTS CORP 668,116 477,900 PROCTER & GAMBLE CO 2,654,646 3,049,838 QUAKER OATS CO 488,717 583,100 REVLON INC, CLASS A 424,262 189,950 REYNOLDS & REYNOLDS CO 793,724 846,394 SBC COMMUNICATIONS INC 1,026,347 1,362,075 SCHERING PLOUGH CORP 330,579 1,878,500 SEARS ROEBUCK & CO 440,471 395,250 SEPRACOR INC 413,610 625,688 SERVICE CORP INTL 1,186,866 1,412,119 SMURFIT STONE CONTAINER CORP 542,913 660,963 SCHEDULE I EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 (Continued) Current Identity of Issuer and Title of Issue Cost Value ----------- ----------- SOLUTIA INC $ 1,060,994 $ 845,775 SOUTHERN CO 329,560 325,500 SOUTHWEST AIRLINES CO 340,083 505,931 SUN MICROSYSTEMS INC 343,521 702,125 SUNDSTRAND CORP 501,217 446,125 SUNOCO INC 1,115,734 962,869 TANDY CORP 3,324,829 3,303,238 TELLABS INC 490,315 534,788 THOMAS & BETTS CORP 361,494 281,531 TJX COS INC 834,717 1,757,400 TOMMY HILFIGER CORP 340,629 468,000 TRICON GLOBAL RESTAURANTS INC 1,225,585 1,268,163 TYCO INTL LTD 3,776,717 5,175,013 UAL CORP 1,732,115 1,205,688 UNITED TECHNOLOGIES CORP 2,961,067 5,046,000 UNIVERSAL HEALTH SVS INC 551,508 498,000 UST INC 320,670 408,038 USX MARATHON GROUP 2,152,446 2,289,500 VIACOM INC, CLASS B 2,288,248 3,256,000 WAL MART STORES INC 325,066 684,075 WARNER LAMBERT CO 2,145,011 2,646,600 WASTE MGMT INC 1,334,537 1,473,350 WELLS FARGO & CO 4,115,714 4,465,013 XEROX CORPORATION 154,606 283,200 ----------- ------------ TOTAL COMMON STOCK OF CORPORATIONS OTHER THAN CMS ENERGY CORPORATION (Fund B) $183,200,306 $251,579,928 ------------ ----------- *COMMON STOCK OF CMS ENERGY CORPORATION (Fund C) $134,068,835 $276,748,963 ------------ ------------ LOANS TO MEMBERS (Fund D) (Loans mature during periods ranging from 0-10 years and at interest rates from 5.25% to 8.50% $ 29,963,181 $ 29,963,181 ------------ ----------- NICHOLAS-APPLEGATE CORE GROWTH INSTITUTIONAL PORTFOLIO (Fund E) $ 32,575,798 $ 35,244,333 ------------ ------------ SMITH BARNEY INTERNATIONAL EQUITY COLLECTIVE TRUST (Fund F) $ 15,331,478 $ 17,842,780 ------------ ------------ SCHEDULE I EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 (Continued) Current Identity of Issuer and Title of Issue Cost Value - ------------------------------------- ----------- ------------ *CLASS G COMMON STOCK OF CMS ENERGY CORPORATION (Fund G) $ 4,933,539 $ 5,891,950 ------------ ------------ Total All Funds $493,493,159 $710,691,157 ============ ============ *SHORT-TERM INVESTMENTS - STATE STREET $ 26,242,843 $ 26,242,843 (Funds A, B, C, E, F and G) ------------ ------------ Total Investments $519,736,002 $736,934,000 ============ ============ *Represents Party-in-Interest SCHEDULE II EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998
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) - --------------------- ------------ ---------- ----------- ------------ ----------- ------------ ---------- *State Street Bank & Trust Short-Term Investment Fund - Purchases 384 100,133,160 100,133,160 N/A 100,133,160 100,133,160 N/A - Sales 168 96,083,380 N/A 96,083,380 96,083,380 96,083,380 0
*Represents Party-in-Interest EXHIBIT A CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 4, 1999 included in the Employees' Savings & Incentive Plan of Consumers Energy Company's Annual Report on Form 11-K for the year ended December 31, 1998 into CMS Energy Corporation's previously filed Registration Statement Files No. 33-29681, No. 33-61595 and No. 333-76347. ARTHUR ANDERSEN LLP Detroit, Michigan, June 4, 1999 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 ENERGY COMPANY By Thomas A McNish Thomas A McNish Vice-President and Secretary Dated: June 23, 1999. -----END PRIVACY-ENHANCED MESSAGE-----