<PAGE>
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, 1994
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)
<PAGE>
<PAGE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1994, 1993 AND 1992
TOGETHER WITH AUDITORS' REPORT
<PAGE>
<PAGE>
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, 1994, 1993 and 1992, and the related statements of
changes in members' equity for each of the three years in the period ended
December 31, 1994. 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, 1994, 1993, and 1992, and the changes in its members' equity
for each of the three years in the period ended December 31, 1994 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
investments as of December 31, 1994 and reportable transactions for the
year ended December 31, 1994 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, 1995.
<PAGE>
<PAGE>
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, 1994
STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 1994, 1993 AND 1992
NOTES TO FINANCIAL STATEMENTS
SCHEDULE I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF
DECEMBER 31, 1994
SCHEDULE II - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
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, 1994, are omitted as not applicable.
<PAGE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
<CAPTION>
For the Year Ended December 31, 1994
Total Fund A Fund B Fund C Fund D
<S> <C> <C> <C> <C> <C>
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
(Notes 1 and 5) 28,918,320 11,448,099 14,037,853 3,432,368 -
Employers' contributions
(Notes 1 and 5) 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
=========== =========== ============
<FN>
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
<CAPTION>
For the Year Ended December 31, 1993
Total Fund A Fund B Fund C Fund D
<S> <C> <C> <C> <C> <C>
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
(Notes 1 and 5) 24,638,312 10,868,155 10,410,074 3,360,083 -
Employers' contributions
(Notes 1 and 5) 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
=========== =========== ============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
<CAPTION>
For the Year Ended December 31, 1992
Total Fund A Fund B Fund C Fund D
<S> <C> <C> <C> <C> <C>
MEMBERS' EQUITY -
BEGINNING OF PERIOD $137,885,427 $56,676,669 $24,430,273 $ 47,809,823 $ 8,968,662
------------ ----------- ----------- ------------ -----------
CHANGES DURING PERIOD:
Members' contributions
(Notes 1 and 5) 17,205,193 8,894,490 5,780,965 2,529,738 -
Employers' contributions
(Notes 1 and 5) 6,366,858 - - 6,366,858 -
Reallocation of Members'
contributions (Note 1) - (3,102,068) 631,586 2,470,482 -
Interfund transfers - (712,212) (290,428) 142,507 860,133
------------ ----------- ----------- ------------ -----------
23,572,051 5,080,210 6,122,123 11,509,585 860,133
------------ ----------- ----------- ------------ -----------
Investment income 6,429,261 4,312,802 771,924 1,344,535 -
Other income 1,170,908 449,852 - - 721,056
Income from short-term
investments 296,626 196,007 49,042 51,577 -
Gain (loss) on securities
sold or distributed
(Note 2) 61,898 - 105,691 (43,793) -
Change in unrealized
appreciation (depreciation)
of investments (Note 2) 2,858,183 25,741 2,007,271 825,171 -
------------ ----------- ----------- ------------ -----------
10,816,876 4,984,402 2,933,928 2,177,490 721,056
------------ ----------- ----------- ------------ -----------
Distribution to Members (4,542,166) (2,448,544) (986,740) (1,106,882) -
------------ ----------- ----------- ------------ -----------
Net change during period 29,846,761 7,616,068 8,069,311 12,580,193 1,581,189
------------ ----------- ----------- ------------ -----------
MEMBERS' EQUITY -
END OF PERIOD $167,732,188 $64,292,737 $32,499,584 $ 60,390,016 $10,549,851
============ =========== =========== ============ ===========
Number of units 6,981,926 3,018,604 18,930,460
=========== =========== ============
Value per unit $9.2085 $10.7664 $3.1901
=========== =========== ============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
STATEMENTS OF FINANCIAL POSITION
<CAPTION>
December 31, 1994
Total Fund A Fund B Fund C Fund D
<S> <C> <C> <C> <C> <C>
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 $58,653,926
in 1994, $42,235,532 in
1993 and $27,610,707 in 61,196,105 - 61,196,105 - -
1992)
Common stock of CMS Energy
(cost $87,356,586 in
1994, $68,513,568 in
1993 and $58,226,029 in
1992 103,200,174 - - 103,200,174 -
Loans to Members (at cost
which approximates
market) 16,082,470 - - - 16,082,470
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
============ =========== =========== ============ ===========
<FN>
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
STATEMENTS OF FINANCIAL POSITION
<CAPTION>
December 31, 1993
Total Fund A Fund B Fund C Fund D
<S> <C> <C> <C> <C> <C>
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 $58,653,926
in 1994, $42,235,532 in
1993 and $27,610,707 in
1992) 48,725,159 - 48,725,159 - -
Common stock of CMS Energy
(cost $87,356,586 in
1994, $68,513,568 in
1993 and $58,226,029 in
1992) 92,255,809 - - 92,255,809 -
Loans to Members (at cost
which approximates
market) 13,210,169 - - - 13,210,169
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
============ =========== =========== ============ ===========
<FN>
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
STATEMENTS OF FINANCIAL POSITION
<CAPTION>
December 31, 1992
Total Fund A Fund B Fund C Fund D
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments (Note 1) -
Guaranteed Investment
Contracts (at cost
plus interest earned
thereon) $ 50,355,348 $50,355,348 $ - $ - $ -
Common stock of corpora-
tions other than CMS
Energy (cost $58,653,926
in 1994, $42,235,532 in
1993 and $27,610,707 in
1992) 30,711,769 - 30,711,769 - -
Common stock of CMS Energy
(cost $87,356,586 in
1994, $68,513,568 in
1993 and $58,226,029 in
1992) 59,045,251 - - 59,045,251 -
Loans to Members (at cost
which approximates
market) 10,519,814 - - - 10,519,814
Short-term investments (at
cost which approximates
market) 14,470,537 13,599,314 614,558 256,665 -
------------ ----------- ----------- ------------ -----------
Total Investments 165,102,719 63,954,662 31,326,327 59,301,916 10,519,814
------------ ----------- ----------- ------------ -----------
Other Assets -
Current receivables from
Employers 680,445 - - 680,445 -
Current receivables from
Members 2,250,819 707,250 1,139,766 403,803 -
Interest and dividends
receivable 237,738 90,506 82,596 4,448 60,188
------------ ----------- ----------- ------------ -----------
Total Other Assets 3,169,002 797,756 1,222,362 1,088,696 60,188
------------ ----------- ----------- ------------ -----------
Total Assets 168,271,721 64,752,418 32,548,689 60,390,612 10,580,002
------------ ----------- ----------- ------------ -----------
LIABILITIES:
Interfund balances, net - (28,809) 3,490 55,470 (30,151)
Amounts payable to Members (539,533) (430,872) (52,595) (56,066) -
------------ ----------- ----------- ------------ -----------
Total Liabilities (539,533) (459,681) (49,105) (596) (30,151)
------------ ----------- ----------- ------------ -----------
MEMBERS' EQUITY $167,732,188 $64,292,737 $32,499,584 $ 60,390,016 $10,549,851
============ =========== =========== ============ ===========
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<PAGE> 1
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, Michigan Gas Storage Company, NOMECO Oil & Gas Co., Plateau
Resources Limited, CMS Encom, CMS Enterprises Company, CMS Gas Marketing
Company, CMS Generation Company, CMS Utility Services, Inc., CMS Gas
Transmission Company, CMS Gas Company, CMS Generation Filer City, Inc.,
CMS Generation Operating Company, CMS Resource Development Company, Oxford
Tire Supply, and CMS Energy Corporation). 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
<PAGE>
<PAGE> 2
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) PLAN DESCRIPTION (Continued)
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.
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.
<PAGE>
<PAGE> 3
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER 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; Provident National
Assurance Company, Chattanooga, Tennessee; and
Prudential Asset Management Company, Chicago,
Illinois; and temporary investment fund with
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.
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.
<PAGE>
<PAGE> 4
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) PLAN DESCRIPTION (Continued)
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 or
Fund C 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.
Members as of December 31, 1994
At December 31, 1994, of 10,166 eligible employees, 8,592 employees of the
Company were participating in the Plan. Of these, 6,989 were
participating in Fund A, 7,151 were participating in Fund B, and 8,588
were participating in Fund C. Since many Members are investing in more
than one fund, the total number of Members is less than the sum of the
Members in the three funds.
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
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 Fund B and Fund C are
stated at current market value. Market value for most Fund B and Fund C
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 and C 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 member's equity for the years ended December 31,
1994, 1993 and 1992 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.
<PAGE>
<PAGE> 5
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(3) PLAN AMENDMENTS
The Plan was amended August 1, 1992 to allow all regular employees who
have met certain eligibility requirements to participate.
The amended Plan complies with the extensive language required by the
Internal Revenue Service (IRS). Also, the Plan satisfies the Securities
and Exchange Commission's (SEC) requirements as a prospectus.
Members may now reallocate past contributions among the Investment Funds
on a monthly Valuation Date rather than once each calendar quarter.
The Board of Directors approved the amended Plan at the July 24, 1992
Board meeting.
(4) 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. As discussed in Note (3), the Plan was amended subsequent to
the date of the latest determination letter. 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 taxes; (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.
<PAGE>
<PAGE> 6
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(5) CONTRIBUTIONS
Contributions made by the employees of each Employer and amounts
contributed by each Employer during each of the three years in the period
ended December 31, 1994 are summarized below:
For the Year Ended December 31, 1994
Members' Employers'
Contributions Contributions
Consumers Power Company $27,326,626 $16,040,312
Michigan Gas Storage Company 230,576 130,380
NOMECO Oil & Gas Co. 334,010 214,454
CMS Encom 20,929 8,079
CMS Enterprises Company 162,450 74,997
CMS Brokering (i.e. Gas Marketing) Company 50,901 27,459
CMS Generation Company 264,778 130,968
CMS Utility Services, Inc 136,776 81,984
CMS Gas Transmission Company 39,563 23,722
CMS Generation Filer City, Inc 59,679 43,143
CMS Energy Corporation 48,727 32,214
CMS Generation Operating-Grayling 57,565 36,236
CMS Generation Operating-Modesto 930 367
CMS Generation Operating-Exeter 76,315 37,132
CMS Generation Operating-Chateaugay 67,950 10,217
CMS Resource Development 28,752 14,274
Oxford Tire Supply 11,793 5,588
----------- -----------
$28,918,320 $16,911,526
=========== ===========
For the Year Ended December 31, 1993
Members' Employers'
Contributions Contributions
Consumers Power Company $23,393,102 $14,969,961
Michigan Gas Storage Company 196,655 121,483
NOMECO Oil & Gas Co 304,944 205,636
Plateau Resources Limited 4,075 1,791
CMS Enterprises Company 90,316 53,099
CMS Brokering (i.e. Gas Marketing) Company 37,788 21,809
CMS Generation Company 166,410 112,803
CMS Utility Services, Inc. 137,361 76,307
CMS Gas Transmission Company 17,473 18,125
CMS Generation Filer City, Inc 50,188 39,868
CMS Energy Corporation 76,537 43,926
CMS Gas Company 1,576 788
CMS Generation Operating-Grayling 65,645 36,322
CMS Generation Operating-Modesto 38,781 17,622
CMS Generation Operating-Exeter 51,114 33,003
CMS Resource Development 6,246 6,272
----------- -----------
$24,638,211 $15,758,815
=========== ===========
<PAGE>
<PAGE> 7
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(5) CONTRIBUTIONS (Continued)
For the Year Ended December 31, 1992
Members' Employers'
Contributions Contributions
Consumers Power Company $16,222,260 $6,035,408
Michigan Gas Storage Company 78,436 29,595
NOMECO Oil & Gas Co 277,933 108,108
Plateau Resources Limited 6,343 2,797
CMS Enterprises Company 43,545 6,753
CMS Gas Marketing Company 34,204 11,463
CMS Generation Company 167,643 54,251
CMS Utility Services, Inc. 107,388 39,565
CMS Gas Transmission Company 13,049 6,522
CMS Land Company - -
CMS Generation Filer City, Inc 43,003 19,183
CMS Energy Corporation 62,493 12,220
CMS Gas Company 3,750 1,875
CMS Generation Operating-Grayling 90,403 14,759
CMS Generation Operating-Modesto 22,481 10,671
CMS Generation Operating-Exeter 32,262 13,689
----------- ----------
$17,205,193 $6,366,859
=========== ==========
(6) GENDER
Any masculine terminology used herein shall also include the feminine.
<PAGE>
<PAGE>
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
Number
of Current
Identity of Issuer and Title of Issue Shares Cost Value
- ------------------------------------- ------ ----------- -----------
GUARANTEED INVESTMENT CONTRACTS
(Fund A) -
Allstate Life Insurance Company
(5.72%, matures 09/30/97) - $ 17,043,290 $ 17,043,290
Allstate Life Insurance Company
(7.22%, matures 06/14/99) - 5,194,682 5,194,682
Allstate Life Insurance Company
(7.33%, matures 06/21/99) - 5,191,567 5,191,567
New York Life Insurance Company
(7.73%, matures ) - 15,736,594 15,736,594
Principal Mutual Life Insurance
Company (5.65%, matures 10/01/97) - 17,017,393 17,017,393
Provident National Assurance Company
(9.40%, matures 05/31/95) - 5,796,608 5,796,608
The Prudential Asset Management Company
(8.05%, matures 10/02/2000) - 10,190,580 10,190,580
Total Guaranteed Investment Contracts $76,170,714 $76,170,714
FIXED INCOME - MUTUAL FUNDS - BONDS
PIMCO Low Duration Fund - $ 727,674 $ 727,674
COMMON STOCK OF CORPORATIONS OTHER THAN
CMS ENERGY CORPORATION (Fund B) -
ABBOTT LABORATORIES CORP 22,100 $ 674,576 $ 721,012
AETNA LIFE & CASUALTY CO 6,500 419,680 306,312
ALBERTSONS INC 26,400 739,813 765,600
ALCO STANDARD CORP 5,800 366,824 363,950
ALLIED SIGNAL INC 14,300 363,326 486,200
ALLWASTE INC 21,500 95,352 120,937
AMERICAN EXPRESS CO 29,500 757,900 870,250
AMGEN INC 11,600 549,413 684,400
AMOCO CORP 20,300 1,179,505 1,200,237
ANADARKO PETROLEUM CORP 12,100 437,416 465,850
ANHEUSER BUSCH COS INC 8,400 431,853 427,350
APPLIED MATERIALS CO 2,400 98,611 101,400
AT&T CORPORATION 5,200 279,630 261,300
AVON PRODUCTS INC 2,800 148,811 167,300
BALL CORPORATION 5,300 141,191 166,950
BANC ONE CORPORATION 8,375 324,025 212,515
BARNETT BANKS INC 8,700 343,603 334,950
BAXTER INTL INC 9,300 232,478 262,725
BELLSOUTH CORPORATION 12,200 721,418 660,325
BOEING COMPANY 6,500 287,712 305,500
CAPITAL CITIES ABC INC 1,100 93,142 93,775
<PAGE>
<PAGE>
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
(Continued)
Number
of Current
Identity of Issuer and Title of Issue Shares Cost Value
- ------------------------------------- ------ ---------- -----------
CBS INC 5,155 304,661 284,813
CHASE MANHATTAN CORP 3,600 121,680 123,750
CHEMICAL BANKING CORP 5,800 211,456 208,075
CHEVRON CORP 11,700 458,450 522,112
CHIRON CORP 2,500 156,064 200,937
CHRYSLER CORPORATION 11,100 490,190 543,900
CIGNA CORP 9,400 618,941 598,075
CITICORP 14,500 374,339 599,937
COLGATE PALMOLIVE COMPANY 4,300 227,976 272,512
COLUMBIA/HCA HEALTHCARE 13,000 517,932 474,500
CONAGRA INC 7,600 205,109 237,500
CONRAIL INC 2,900 142,731 146,450
DANA CORPORATION 13,400 369,628 314,900
DAYTON HUDSON CORPORATION 700 49,925 49,525
DEAN WITTER DISCOVER 6,800 258,333 230,350
DEERE & COMPANY 6,800 522,580 450,500
DELTA AIR LINES INC 10,800 513,793 545,400
DIAL CORPORATION 8,600 175,440 182,750
DOW CHEMICAL COMPANY 8,900 672,172 598,525
DUN & BRADSTREET CORPORATION 3,700 173,266 203,500
DU POINT E I DE NEMOURS 33,700 2,019,638 1,891,412
EASTMAN CHEMICAL COMPANY 11,900 621,635 600,950
EASTMAN KODAK COMPANY 9,000 369,446 429,750
EATON CORPORATION 8,200 424,947 405,900
ELI LILLY & CO 4,200 261,735 275,625
EQUIFAX INC 7,900 122,845 208,362
EXXON CORPORATION 2,300 139,679 139,725
FIRST INTERSTATE BANCORP 5,200 316,961 351,650
FIRST UNION CORPORATION 13,600 548,937 562,700
FLEET FINANCIAL GROUP INC 6,900 195,207 223,387
FORD MOTOR COMPANY 42,800 1,164,559 1,193,050
GANNETT COMPANY INC 9,700 451,945 516,525
GAP INC 13,100 490,344 399,550
GENERAL ELECTRIC CO 40,700 1,642,749 2,075,700
GENERAL MILLS INC 8,500 487,135 485,562
GENERAL MOTORS CORPORATION 10,700 422,854 450,737
GEORGIA PACIFIC CORPORATION 2,700 207,967 193,050
GOODYEAR TIRE & RUBBER CO 16,600 663,959 558,175
GTE CORP 38,000 1,270,632 1,154,250
HEALTH MANAGEMENT ASSOC 4,750 73,312 118,750
HERCULES INC 6,900 611,513 796,087
HOME DEPOT INC 4,100 151,392 188,600
IMPERIAL OIL LTD 12,600 408,388 415,800
INTEL CORP 11,200 585,042 715,400
INTL BUSINESS MACHINES CORP 15,400 1,066,883 1,131,900
INTL PAPER COMPANY 5,100 370,586 384,412
<PAGE>
<PAGE>
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
(Continued)
Number
of Current
Identity of Issuer and Title of Issue Shares Cost Value
- ------------------------------------- ------ ---------- ----------
JOHNSON & JOHNSON 23,900 1,091,731 1,308,525
KEYCORP 9,158 209,695 228,950
LAM RESEARCH CORPORATION 3,900 101,478 145,275
LINCOLN NATIONAL CORPORATION 13,700 525,523 479,500
LOCKHEED CORP 6,100 306,878 443,012
LOUISIANA PACIFIC CORPORATION 10,500 229,812 286,125
MALLINCKRODT GROUP INC 12,400 393,760 370,450
MARSH & MCLENNAN COMPANIES 11,000 932,329 871,750
MATTEL INC 12,156 135,107 305,419
MEAD CORPORATION 13,400 548,671 651,575
MEDTRONIC INC 3,800 151,685 211,375
MERCK & COMPANY INC 15,800 482,975 602,375
MILLIPORE CORPORATION 6,500 334,912 314,437
MINNESOTA MINING & MANUFACTURING 5,900 298,399 314,912
MOBIL CORPORATION 11,700 771,377 985,725
MORTON INTERNATIONAL INC 13,800 353,293 393,300
NATIONSBANK CORP 15,800 755,122 712,975
NYNEX CORPORATION 22,300 912,877 819,525
OGDEN CORPORATION 4,788 119,972 89,775
OKLAHOMA GAS & ELECTRIC CO 8,100 288,566 268,312
PACIFIC GAS & ELECTRIC CO 51,900 1,468,540 1,265,062
PACIFIC TELESIS GROUP 23,900 763,611 681,150
PANHANDLE EASTERN CORP 15,700 227,435 310,075
PARKER-HANNIFEN CORP 9,100 411,048 414,050
PEPSICO INC 19,000 636,016 688,750
PFIZER INC 1,800 135,990 139,050
PHELPS DODGE CORPORATION 14,400 808,328 891,000
PHILIP MORRIS COMPANIES INC 23,200 1,384,445 1,334,000
PHILLIPS PETROLEUM COMPANY 27,600 918,001 903,900
PPG INDUSTRIES 7,500 294,283 278,437
PREMARK INTERNATIONAL INC 10,000 248,625 447,500
PRICE/COSTCO INCORPORATED 22,100 380,033 284,537
PROCTER & GAMBLE COMPANY 13,100 646,136 812,200
RAYONIER INCORPORATED 2,600 62,732 79,300
REEBOK INTERNATIONAL LTD 8,400 261,028 331,800
RYDER SYSTEM INC 8,800 227,651 193,600
SARA LEE CORP 10,900 247,005 275,225
SCHERING PLOUGH CORPORATION 6,500 369,109 481,000
SEARS ROEBUCK & COMPANY 2,300 115,057 105,800
SERVICE CORP INTL 13,900 363,025 385,725
SMITHKLINE BEECHAM PLC 5,200 150,041 178,100
SOUTHWESTERN BELL CORPORATION 23,300 848,982 940,737
SPRINT CORPORATION 11,900 383,791 328,737
STRATUS COMPUTER INC 1,900 65,170 72,200
SYBASE INC 5,200 248,717 270,400
TANDEM COMPUTERS INC 10,900 191,995 186,662
<PAGE>
<PAGE>
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
(Continued)
Number
of Current
Identity of Issuer and Title of Issue Shares Cost Value
- ------------------------------------- ------- ----------- -----------
TENNECO INC 10,900 445,122 463,250
TEXAS INSTRUMENTS INCORPORATED 2,800 166,836 209,650
TEXTRON INCORPORATED 1,900 70,425 95,712
TORCHMARK CORP 3,750 145,625 130,781
TOYS R US 18,400 611,636 563,500
UAL CORPORATION 2,900 303,367 253,387
UNICOM CORPORATION 29,200 816,201 700,800
UNILEVER N V NETHERLANDS NY 7,600 769,537 885,400
UNION CARBIDE CORPORATION 3,700 124,042 108,687
UST INC 21,800 567,246 607,675
WAL MART STORES INC 24,600 608,030 522,750
WALT DISNEY COMPANY 22,500 949,943 1,035,000
WELLS FARGO & COMPANY 1,500 220,355 217,500
WEYERHAEUSER COMPANY 19,700 819,376 738,750
WHITMAN CORP 17,600 269,245 303,600
XEROX CORPORATION 6,500 623,749 643,516
----------- -----------
Total Common Stock of Corporations
Other than CMS Energy Corporation $58,653,926 $61,196,105
----------- -----------
COMMON STOCK OF CMS ENERGY CORPORATION
(Fund C) $ 87,356,586 $103,200,174
------------ ------------
LOANS TO MEMBERS (Fund D) $ 16,082,470 $ 16,082,470
------------ ------------
TEMPORARY INVESTMENTS
NBD Master Trust Money Market Fund $ 11,819,821 $ 11,819,821
(Funds A, B and C) ------------ ------------
Total Investments $250,811,191 $269,196,958
============ ============
<PAGE>
<PAGE>
SCHEDULE II
<TABLE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Number of Description Purchase Selling Cost of
Transactions Identity of Party of Asset Price Price Assets Sold Gain/(Loss)
- ------------ ----------------------- ----------------- ------------ ----------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
426 NBD Bank, N.A. Short-Term
Investment Fund $94,699,544 $83,428,262 $83,428,262 $ -
19 PIMCO Low Duration Fund Fixed Income Bond
Mutual Fund $ 2,518,815 $25,650,000 $26,668,793 $(1,018,793)
22 CMS Energy Corporation Common Stock $18,973,115 $ 143,242 $ 142,428 $ 814
1 Nationwide Life Insurance $ 9,000,000 $ 9,000,000 $ 9,000,000 $ 0
1 Prudential Group Insurance $10,000,000 $ - $10,000,000 $ -
1 New York Life Insurance $15,000,000 $ - $15,000,000 $ -
<FN>
Reportable transactions include:
(1) Transactions in excess of 5% of Plan assets.
(2) Series of transactions in excess of 5% of Plan assets.
(3) Other transactions with a person with whom transactions in excess of 5% of Plan assets were made.
/TABLE
<PAGE>
<PAGE>
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, 1995 included in the Employees'
Savings & Incentive Plan of Consumers Power Company's Annual Report on
Form 11-K for the year ended December 31, 1994, into CMS Energy
Corporation's previously filed Registration Statement File No. 33-29681.
ARTHUR ANDERSEN LLP
Detroit, Michigan,
June 16, 1995.
<PAGE>
<PAGE>
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: June 16, 1995
<PAGE>
