<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, 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
<PAGE>
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.
<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, 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.
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
(Continued on Following Page)
<CAPTION>
For the Year Ended December 31, 1995
Total Fund A Fund B Fund C
<S> <C> <C> <C> <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
============ ============= =============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
(Continued from Preceding Page)
<CAPTION>
For the Year Ended December 31, 1995
Fund D Fund E Fund F Fund G
<S> <C> <C> <C> <C>
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
============ ============= =============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<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
(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
============ ============ =============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<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
(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
============ ============ =============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
STATEMENTS OF FINANCIAL POSITION
(Continued on Following Page)
<CAPTION>
December 31, 1995
Total Fund A Fund B Fund C
<S> <C> <C> <C> <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
============= ============ ============= =============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS POWER COMPANY
STATEMENTS OF FINANCIAL POSITION
(Continued from Preceding Page)
<CAPTION>
December 31, 1995
Fund D Fund E Fund F Fund G
<S> <C> <C> <C> <C>
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
============= ============= ============= =============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<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 $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
============= ============ ============ ============= ============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<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 $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
============= ============ ============ ============= ============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<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, 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
<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, 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
<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, 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
<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, 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
<PAGE>
<TABLE>
SCHEDULE II
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS POWER COMPANY
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C>
*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
<FN>
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
</TABLE>
<PAGE>
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
<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: May 28, 1996
<PAGE>
