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, 1999
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, 1999 AND 1998
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, 1999 and 1998, and the
related statements of changes in members' equity for each of the
three years in the period ended December 31, 1999. 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 auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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, 1999 and 1998, and the changes in
members' equity for each of the three years in the period ended
December 31, 1999 in conformity with accounting principles
generally accepted in the United States.
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, 1999 and reportable transactions for the year ended December
31, 1999 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
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,
June 23, 2000.
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, 1999
STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 1999 AND 1998
NOTES TO FINANCIAL STATEMENTS
SCHEDULE I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS
OF DECEMBER 31, 1999
SCHEDULE II - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
EXHIBIT A - CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS ENERGY COMPANY
STATEMENT OF CHANGES IN MEMBERS' EQUITY
For the Years Ended December 31,
-------------------------------------------
1999 1998 1997
------------- -------------- ----------------
MEMBERS' EQUITY -
BEGINNING OF PERIOD $747,234,232 $627,454,980 $479,029,108
CHANGES DURING PERIOD:
Members' contributions
(Note 1) 63,688,492 38,766,501 36,441,668
Employers' contributions
(Note 1) 21,528,599 17,970,163 18,658,274
Rollover of loans from
acquisitions 2,757,779 - -
----------- ----------- -----------
87,974,870 56,736,664 55,099,942
----------- ----------- -----------
Investment income 20,201,298 18,247,589 22,030,770
Interest income from
participant loans 1,933,968 1,775,146 867,306
Interest income from
short-term
investments 821,110 1,269,491 1,570,189
Gain on securities sold
or distributed
(Note 2) 50,657,095 31,251,257 27,746,407
Change in unrealized
appreciation
(depreciation)
of investments
(Note 2) (65,365,999) 51,107,042 69,522,533
------------ ------------ ------------
8,247,472 103,650,525 121,737,205
------------ ------------ ------------
Distribution to
Members (39,791,897) (40,607,937) (28,411,275)
------------ ------------- ------------
Net change during
period 56,430,445 119,779,252 148,425,872
------------ ------------- ------------
MEMBERS' EQUITY -
END OF PERIOD $803,664,677 $747,234,232 $627,454,980
============= ============= ============
The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS ENERGY COMPANY
STATEMENT OF FINANCIAL POSITION
As of December 31,
--------------------------
1999 1998
------------- ----------------
ASSETS:
Investments (Note 1) -
Guaranteed investment contracts
(at cost plus interest earned
thereon) $116,931,823 $ 93,420,022
Common stock of corporations
other than CMS Energy (cost
$227,705,157 in 1999 and
$183,200,306 in 1998) 286,770,509 251,579,928
Common stock of CMS Energy
(cost $178,102,325 in 1999
and $134,068,835 in 1998) 207,530,294 276,748,963
Nicholas-Applegate Core
Growth Institutional Portfolio
(cost $38,009,779 in 1999 and
$32,575,798 in 1998) 78,891,151 35,244,333
Smith Barney International
Equity Collective Trust
(cost $16,387,345 in 1999
and $15,331,478 in 1998) 31,302,707 17,842,780
Class G Common Stock of CMS
Energy (cost $4,933,539
in 1998) - 5,891,950
Vanguard Large-Cap Value
Index
(cost $1,666,869 in 1999) 1,631,425 -
Vanguard S&P 500 Index
(cost $4,235,115 in 1999) 4,513,877 -
Vanguard Large-Cap Growth Index
(cost $6,915,955 in 1999) 7,401,056 -
Nicholas-Applegate Small-Cap
Growth Fund(cost $2,686,022
in 1999) 3,394,433 -
----------- ---------------
Subtotal 738,367,275 680,727,976
Short-term investments (at
cost which approximates
market) 17,011,128 26,242,843
Loans to Members (at cost
which approximates
market) 35,303,712 29,963,181
----------- --------------
Total Investments 790,682,115 736,934,000
Other Assets -
Current receivables from
Members 3,618,064 3,061,098
Current receivables from
Employers 8,880,013 6,858,416
---------- --------------
12,498,077 9,919,514
Income Receivable
Interest and dividends
receivable 484,485 380,718
---------- --------------
MEMBERS' EQUITY 803,664,677 747,234,232
=========== ==============
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 through March 1997.
Eligibility
-----------
To be eligible to participate in the Plan, an employee must be a
regular employee, as defined in the Plan agreement.
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 up to a maximum of $10,000 for 1999 and
1998. 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 administratively feasible. A
Member may discontinue contributions as of any pay date upon
prior 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 earnings performance
goal set by Company at the beginning of the year.
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 and related earnings are fully vested at all
times.
During 1999, member contributions include approximately
$20,700,000 from member rollovers related to acquisitions,
principally CMS Energy's acquisition of Panhandle Eastern Pipe
Line Company in March of 1999.
Member Loans
------------
Members may borrow from the Plan up to 50% of their account
balance, to a maximum 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 1999 was 6.75 percent to 7.25 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; Prudential Asset Management Company, Chicago,
Illinois; and Travelers Life & Annuity, Hartford,
Connecticut; 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 stocks 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 - As of October 25, 1999, all outstanding shares of CMS Energy
Class G common stock were exchanged for shares of CMS Energy
common shares at a rate of one Class G share for 0.7041 CMS
common share(s). Since no Class G common shares remain
outstanding, Fund G is being closed. The CMS common shares
received by Fund G as a result of the exchange were
transferred to participation in Fund C.
Fund H - The investments in this fund may consist of stocks
of the S&P 500 Index that are considered value stocks as
selected by The Vanguard Group.
Fund I - The investments in this fund consist of stocks of
the S&P 500 Index as selected by The Vanguard Group.
Fund J - The investments in this fund consist of stocks of
the S&P 500 Index that are considered growth stocks as
selected by The Vanguard Group.
Fund K - The investments in this fund may consist of small-cap
growth-oriented common stocks selected by the Investment
Manager, Nicholas-Applegate Capital Management, San Diego,
California, in its sole discretion.
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, Fund H, Fund I, Fund J or
Fund K 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.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) PLAN DESCRIPTION (Continued)
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 approximately $197,000 in 1999 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, H, I, J and K are stated at current market value.
Market value for most Fund B, C, E, F, H, I, J and K 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, H, I, J and K 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, 1999, 1998 and 1997 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 March
2000 and June 2005. The average aggregate yield for these
contracts was 7.38% and 7.33% in 1999 and 1998, respectively.
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 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 1999:
Total
-------------
Members' Equity per Financial
Statements $803,664,677
Benefits payable to members 1999 (4,180.394)
-------------
Members' Equity per Form 5500 $799,484,283
=============
Distributions paid to members per
Financial Statements $ 39,791,897
Benefits payable to members 1998 (3,637,187)
Benefits payable to members 1999 4,180,394
-------------
Distributions paid per Form 5500 $ 40,335,104
=============
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(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 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
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) $ 5,333,502 $ 5,333,502
Allstate Life Insurance Company
(7.65%, matures 03/27/2000) 7,105,340 7,105,340
New York Life Insurance Company
(7.45%, matures 03/31/2000) 7,036,046 7,036,046
New York Life Insurance Company
(7.10%, matures 06/27/2005) 10,381,937 10,381,937
Principal Mutual Life Insurance
Company (7.20%, matures 04/01/03) 7,271,778 7,271,778
Principal Mutual Life Insurance
Company (6.55%, matures 06/01/2000) 5,349,448 5,349,448
Principal Mutual Life Insurance
Company (6.00%, matures 02/15/2005) 15,798,792 15,798,792
The Prudential Asset Management Company
(6.50%, matures 11/30/2001) 15,576,722 15,576,722
The Prudential Asset Management Company
(8.05%, matures 10/02/2000) 15,007,998 15,007,998
The Prudential Asset Management Company
(6.97%, matures 96/21/2004) 7,252,549 7,252,549
Travelers Life and Annuity
(6.45%, matures 05/12/2005) 20,817,711 20,817,711
------------ -----------
Total Guaranteed Investment Contracts $116,931,823 $116,931,823
------------ ------------
COMMON STOCK OF CORPORATIONS OTHER THAN
CMS ENERGY CORPORATION (Fund B) -
AT&T CORP $ 4,763,720 $ 4,557,881
AXA FINANCIAL INC 3,340,399 3,495,200
ALASKA AIR GROUP 784,799 576,050
ALLERGAN INC 1,275,395 1,477,575
ALTERA CORP 542,393 574,925
AMEREN CORP 2,090,038 1,660,425
AMERICA ONLINE INC 4,916,131 5,963,775
AMERICAN GEN CORP 1,569,299 1,684,425
AMERICAN HOME PROD 1,263,179 910,600
AMERICAN INTL GROUP INC 691,100 1,492,125
AMGEN INC 585,271 786,819
ANADARKO PETROLEUM CORP 717,126 819,000
ANHEUSER BUSCH COS INC 2,587,870 2,572,763
ASSOCIATES FIRST CAP 874,870 809,406
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS ENERGY COMPANY
ITEM 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
(Continued)
Current
Identity of Issuer and Title of Issue Cost Value
----------------------------------------- ---------- -----------
ATLANTIC RICHFIELD CO 4,758,773 4,696,950
AVERY DENNISON CORP 351,399 714,175
AVON PRODUCTS 1,287,921 1,032,900
BANK AMERICA CORP 2,866,205 2,424,056
BAXTER INTL INC 1,911,075 1,871,813
BELLSOUTH CORPORATION 1,236,886 1,451,188
BLACK & DECKER CORP 1,581,386 1,546,600
BOISE CASCADE 593,192 696,600
BORG WARNER AUTOMOTIVE 969,330 700,650
BP AMOCO 888,372 1,346,394
BRINKER INTL INC 845,177 699,625
BRISTOL MYERS SQUIBB CO 2,969,699 4,505,963
BURLNGTN NORTHN SANTA FE 1,476,128 1,086,400
CBS CORP 1,612,108 2,442,412
CENTEX CORP 913,402 565,344
CHAMPION INTL 574,409 631,763
CISCO SYS INC 5,410,967 9,791,225
CITIGROUP INC 5,460,644 8,954,550
CLEAR CHANNEL COMMUNICA 1,804,860 2,320,500
COLGATE PALMOLIVE 942,886 1,027,000
COMERICA INC 1,954,155 1,540,688
COMPAQ COMPUTER 667,599 725,275
COMPUTER ASSOC INTL INC 1,638,324 2,161,069
CONSTELLATION ENERGY 688,615 698,900
DANAHER CORP 2,024,749 1,683,925
DAYTON HUDSON CORP 1,354,928 1,711,094
DELL COMPUTER CORP 1,608,380 2,325,600
DIAL CORP 1,108,501 1,351,775
DONNELLEY R R & SONS 653,272 652,569
EMC CORP 1,346,911 1,551,350
EDISON INTL 1,932,742 1,838,363
EXXON MOBIL CORP 2,413,873 2,352,425
FEDERAL NATL MTG ASSN 3,136,049 3,558,938
FEDERATED DEPT STORES 998,942 1,107,319
FIFTH THIRD BANCORP 1,074,999 1,137,313
FIRST DATA CORP 1,641,487 1,794,975
FLEET BOSTON CORP 2,629,698 2,342,881
FLORIDA PROGRESS CORP 1,509,631 1,645,956
FORD MOTOR COMPANY 2,861,433 2,964,175
FPL GROUP INC 1,409,657 1,078,875
GAP INC 1,574,126 1,890,600
GENERAL DYNAMICS 3,453,006 2,827,400
GENERAL ELECTRIC COMPANY 1,964,946 10,368,250
GOLDEN WEST FINCL 950,153 1,008,350
GOODRICH, B F CO 1,260,254 1,012,000
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS ENERGY COMPANY
ITEM 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
(Continued)
Current
Identity of Issuer and Title of Issue Cost Value
----------------------------------------- ----------- -----------
HARTFORD LIFE INC 1,324,194 1,051,600
HEWLETT PACKARD CO 680,961 978,250
HOME DEPOT INC 933,600 5,919,375
HONEYWELL INC 3,574,854 3,986,206
ILLINOIS TOOL WORKS 1,088,254 1,607,988
INGERSOLL-RAND COMPANY 3,542,157 3,391,850
INTEL CORPORATION 4,147,043 7,251,731
INTL BUS MACHINES CORP 2,995,393 5,350,600
INTL PAPER CO 1,119,533 1,298,063
JOHNSON & JOHNSON 3,476,217 3,702,025
KELLOGG CO 815,047 776,475
KERR MCGEE CORP 893,338 985,800
KEYCORP 1,697,557 1,212,450
KIMBERLY CLARK 1,514,567 1,806,075
LEAR CORP 1,985,261 1,248,000
LEGGETT & PLATT 670,660 688,144
LILLY, ELI & CO 2,792,499 2,307,550
LIMITED INC 1,290,141 1,377,338
LINCOLN NATL CORP 1,279,281 1,288,000
LINEAR TECH 677,025 729,938
LOWE'S COMPANIES INC 346,283 1,183,050
LUCENT TECHNOLOGIES INC 2,086,859 6,127,500
MBNA CORP 2,059,161 2,223,600
MCI WORLDCOM INC 5,066,305 6,725,672
MARSH & MCLENNAN COS 276,950 889,894
MAXIM INTEGRATED PRODS 1,617,733 1,802,563
MERCK & COMPANY INC 2,697,461 3,500,469
MICROSOFT CORP 5,586,740 15,025,713
MONSANTO CO 1,583,400 1,396,238
ORACLE CORP 1,581,068 3,944,600
OUTBACK STEAKHOUSE INC 1,049,449 741,813
PECO ENERGY CO 1,239,721 1,129,375
PFIZER INC 1,534,260 1,563,488
PHILIP MORRIS COS 1,891,079 1,414,500
PITNEY BOWES 1,199,185 1,222,306
QUAKER OATS CO 488,717 643,125
QUALCOMM INC 784,481 1,479,450
RELIANT ENERGY INC 1,426,644 1,315,313
REYNOLDS & REYNOLDS CO 1,354,576 1,451,250
ROYAL DUTCH PETROLEUM 4,095,485 4,293,881
SBC COMMUNICATIONS 2,006,093 2,164,500
ST PAUL COS INC 812,510 933,144
SCHERING PLOUGH CORP 4,101,112 4,351,913
SOLUTIA INC 1,072,696 606,694
SOUTHERN CO 1,597,616 1,511,050
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS ENERGY COMPANY
ITEM 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
(Continued)
Current
Identity of Issuer and Title of Issue Cost Value
----------------------------------------- ----------- ----------
SPRINT CORP 1,181,532 1,110,656
SPRINT CORP (PCS GRP) 1,402,023 1,353,000
TANDY CORP 185,517 393,500
TELLABS INC 1,414,157 2,394,194
TEXAS INSTRS INC 2,285,378 3,159,638
TEXTRON INC 1,264,431 1,203,994
TIME WARNER INC 4,400,949 4,772,625
TJX COS INC 2,206,674 1,776,019
TYCO INTL LTD 2,019,416 2,597,400
UAL CORP 1,694,697 1,853,744
USX MARATHON 1,353,688 1,276,344
UNION PAC CORP 1,818,848 1,821,769
UNITED TECHNOLOGIES CORP 2,329,264 4,459,000
UST INC 1,341,389 1,090,619
WAL MART STORES INC 2,502,418 3,940,125
WARNER LAMBERT CO 2,574,445 3,334,856
WELLPOINT HEALTH NTWRKS 684,518 751,688
WELLS FARGO & CO 2,000,939 2,195,756
XL CAPITAL LTD 762,722 788,500
XILINX INC 1,644,345 1,782,375
YAHOO INC 2,271,801 2,899,006
----------- ----------
TOTAL COMMON STOCK OF CORPORATIONS OTHER
THAN CMS ENERGY CORPORATION (Fund B) $227,705,156 $286,770,509
------------ ------------
*COMMON STOCK OF CMS ENERGY CORPORATION
(Fund C) $178,102,325 $207,530,294
------------ ------------
NICHOLAS-APPLEGATE CORE GROWTH
INSTITUTIONAL PORTFOLIO (Fund E) $ 38,009,779 $ 78,891,151
------------ ------------
SMITH BARNEY INTERNATIONAL EQUITY
COLLECTIVE TRUST (Fund F) $ 16,387,345 $ 31,302,707
------------ ------------
VANGUARD LARGE-CAP VALUE INDEX
FUND (Fund H) $ 1,666,869 $ 1,631,425
------------ ------------
VANGUARD S&P 500 INDEX FUND
(Fund I) $ 4,235,115 $ 4,513,877
------------ ------------
VANGUARD LARGE-CAP GROWTH INDEX
FUND (Fund J) $ 6,915,955 $ 7,401,056
------------ ------------
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS ENERGY COMPANY
ITEM 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
(Continued)
Current
Identity of Issuer and Title of Issue Cost Value
---------------------------------------- ------------ ----------
NICHOLAS-APPLEGATE SMALL-CAP GROWTH
FUND (Fund K) $ 2,686,022 $ 3,394,433
------------ ------------
Total All Funds $592,640,389 $738,367,275
============ ============
*SHORT-TERM INVESTMENTS - STATE STREET
(Funds A, B, C, E, F, H,
I, J and K) $ 17,011,128 $ 17,011,128
------------ ------------
LOANS TO MEMBERS (Fund D) (Loans mature
during periods ranging from 0-10
years and at interest rates from
5.25% to 8.50% $ 35,303,712 $ 35,303,712
------------ ------------
Total Investments $644,955,229 $790,682,115
============ ============
*Represents Party-in-Interest
<TABLE>
SCHEDULE II
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF CONSUMERS ENERGY COMPANY
ITEM 4(j) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<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>
CMS Energy Corporation
Common Stock
- Purchases 31 997,951 $45,466,889 N/A $45,466,889 $45,466,889 N/A
</TABLE>
*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 23, 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, 1999 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 23, 2000
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, 2000.
