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, 2001
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 AND
EMPLOYEE STOCK OWNERSHIP 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 AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND 2000
TOGETHER WITH AUDITORS' REPORT
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employees' Savings & Incentive Plan and Employee Stock Ownership Plan of
Consumers Energy Company:
We have audited the accompanying statements of financial position of EMPLOYEES'
SAVINGS & INCENTIVE PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN OF CONSUMERS ENERGY
COMPANY (the "Plan") as of December 31, 2001 and 2000, and the related
statements of changes in members' equity for each of the three years in the
period ended December 31, 2001. These financial statements and the schedule
referred to below are the responsibility of the Plan administrator. Our
responsibility is to express an opinion on these financial statements and
schedule 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,
2001 and 2000, and the changes in members' equity for each of the three years in
the period ended December 31, 2001 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 schedule of assets held
for investment purposes as of December 31, 2001 is presented for purposes of
additional analysis and is not a required part of the basic financial statements
but is 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 schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Detroit, Michigan,
May 10, 2002.
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
INDEX TO FINANCIAL
STATEMENTS AND SCHEDULE
STATEMENTS OF CHANGES IN MEMBERS' EQUITY FOR EACH OF THE THREE YEARS IN THE
PERIOD ENDED DECEMBER 31, 2001
STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2001 AND 2000
NOTES TO FINANCIAL STATEMENTS
SCHEDULE I - ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF
YEAR - DECEMBER 31, 2001
EXHIBIT A - CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
For the Years Ended December 31,
----------------------------------------------------
2001 2000 1999
------------- ------------- -------------
MEMBERS' EQUITY - BEGINNING OF PERIOD $ 840,477,968 $ 803,664,677 $ 747,234,232
------------- ------------- -------------
CHANGES DURING PERIOD:
Members' contributions (Note 1) 48,325,760 50,038,416 63,688,492
Employers' contributions (Note 1) 17,708,854 26,059,412 21,528,599
Rollover of loans from acquisitions -- -- 2,757,779
Transfer of assets from ESOP plan merger (Note 1) 6,929,487 -- --
------------- ------------- -------------
72,964,101 76,097,828 87,974,870
------------- ------------- -------------
Investment income 22,860,925 46,159,684 20,201,298
Interest income from participant loans 1,978,643 2,024,046 1,933,968
Interest income from short-term investments 1,822,447 1,671,202 821,110
Gain (loss) on securities sold or distributed
(Note 2) (27,523,321) 18,558,454 50,657,095
Change in unrealized depreciation
of investments (Note 2) (113,250,488) (66,728,116) (65,365,999)
------------- ------------- -------------
(114,111,794) 1,685,270 8,247,472
------------- ------------- -------------
Distribution to Members (88,581,410) (40,969,807) (39,791,897)
------------- ------------- -------------
Net change during period (129,729,103) 36,813,291 56,430,445
------------- ------------- -------------
MEMBERS' EQUITY - END OF PERIOD $ 710,748,865 $ 840,477,968 $ 803,664,677
============= ============= =============
The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
STATEMENTS OF FINANCIAL POSITION
As of December 31,
--------------------------------
2001 2000
------------ ------------
ASSETS:
Investments (Note 1) -
Guaranteed investment contracts (at cost
plus interest earned thereon) $116,014,629 $ 82,171,404
Common stock of corporations other than CMS
Energy (cost $172,689,732 in 2001 and
$214,687,933 in 2000) 192,761,978 235,993,560
Common stock of CMS Energy
(cost $232,459,110 in 2001 and
$216,233,936 in 2000) 223,364,740 274,414,865
Nicholas-Applegate Core Growth Institutional
Portfolio (cost $68,064,111 in 2001 and
$74,302,414 in 2000) 42,845,245 81,038,565
Credit Suisse International Equity Collective
Trust (cost $16,732,681 in 2001 and
$20,602,358 in 2000) 16,907,463 27,134,753
Vanguard Large-Cap Value Index
(cost $9,574,894 in 2001 and
$5,761,642 in 2000) 8,327,202 5,814,404
Vanguard S&P 500 Index
(cost $14,650,253 in 2001 and
$11,876,675 in 2000) 12,258,069 10,861,360
Vanguard Large-Cap Growth Index
(cost $23,368,597 in 2001 and
$21,474,743 in 2000) 15,556,295 16,374,822
Nicholas-Applegate Small-Cap Growth Fund
(cost $20,262,886 in 2001 and
$20,840,120 in 2000) 10,765,003 12,974,906
------------ ------------
Subtotal 638,800,624 746,778,639
Short-term investments (at cost which
approximates market) 33,424,497 44,865,202
Loans to Members (at cost which approximates
market) 33,496,939 33,429,220
------------ ------------
Total Investments 705,722,060 825,073,061
Other Assets -
Current receivables from Members 3,601,257 4,226,605
Current receivables from Employers 1,197,514 10,653,672
------------ ------------
4,798,771 14,880,277
Income Receivable
Interest and dividends receivable 228,034 524,630
------------ ------------
MEMBERS' EQUITY $710,748,865 $840,477,968
============ ============
The accompanying notes are an integral part of these statements.
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(1) PLAN DESCRIPTION
General
The Employees' Savings & Incentive Plan and Employee Stock Ownership 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). Ms. L. L. Mountcastle,
Vice-President and 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.
Establishment of Employee Stock Ownership Plan
Effective January 1, 2001, the Company created an employee stock ownership plan
from that portion of the Plan representing assets in Fund CE, which prior to
January 1, 2001, was known as Fund C. The portion of the Plan representing Fund
CE is intended to qualify as an employee stock ownership plan within that
meaning and application of Section 4975(e)(7) of the Internal Revenue Code.
Together, the stock ownership plan and the savings plan are intended to
constitute a single plan within the meaning of Section 414(l) of the Internal
Revenue Code.
As of January 1, 2001, the stock ownership plan consists of all amounts
transferred from Fund CE of the savings plan. Thereafter, matching employer
contributions and incentive contributions (as described under contributions)
shall be contributed to the stock ownership plan.
Transfer of Employee Stock Ownership Plan
Effective September 30, 2001, the Consumers Energy Company Stock Ownership Plan
(the "Tax Credit ESOP") was merged into the Plan. The assets of the Tax Credit
ESOP, which were held by Comerica Bank, as trustee, were transferred to the Plan
effective September 30, 2001. The transfer is included as a part of the
accompanying statement of changes in members' equity.
Trustee
The Plan's funds are held in trust for the benefit of members covered by the
Plan under the Trust Agreement. Effective October 1, 2001, the Plan changed
trustees from State Street Bank and Trust to Comerica Bank (the "Trustee").
1
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) PLAN DESCRIPTION (Continued)
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 $10,500 for 2001 and 2000. 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 $75,000, 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
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
Matching Employer and Incentive Contributions are allocated entirely to Fund CE.
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.
2
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) PLAN DESCRIPTION (Continued)
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 deductions.
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 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.
*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
2001 was 8.50 percent to 5.00 percent.
3
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) PLAN DESCRIPTION (Continued)
Fund CE - The investments in this fund constitute the assets
of the Employee Stock Ownership Plan and 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. Employers'
contributions must be invested in this fund.
Fund CS - 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. Employees'
contributions are 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 stocks selected by the Investment
Manager, Credit Suisse, 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 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.
4
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) PLAN DESCRIPTION (Continued)
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 in the Employee's Savings Plan
which are in the Member's account on a Valuation Date may be reallocated among
Fund A, Fund B, Fund CS, 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.
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
totaled approximately $391,527 in 2001 and are treated as a reduction of the
Employer's 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, CE, CS, E, F, H, I, J and K are
stated at current market value. Market value for most Fund B, CE, CS, 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, CE, CS, E, F, H, I, J and K are stated at cost which
approximates market.
5
EMPLOYEES' SAVINGS & INCENTIVE PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Gains and Losses
Amounts relating to gain (loss) on securities sold or distributed and change in
unrealized appreciation (depreciation) as reported in the accompanying statement
of changes in members' equity for the years ended December 31, 2001, 2000 and
1999 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 5.40% to 7.20%
and mature between April 1, 2003 and January 2008. The average aggregate yield
for these contracts was 6.69% and 6.81% in 2001 and 2000, respectively.
Estimates
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States 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 April 24, 2002. 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."
6
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(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 2001:
Total
-------------
Members' Equity per Financial Statements $710,748,865
Benefits payable to members 2001 (3,134,204)
-------------
Members' Equity per Form 5500 $707,614,661
=============
Distributions paid to members per
Financial Statements $ 88,581,410
Benefits payable to members 2000 (3,892,347)
Benefits payable to members 2001 3,134,204
-------------
Distributions paid per Form 5500 $ 87,823,267
=============
(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.
7
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
ITEM 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2001
Current
Identity of Issuer and Title of Issue Value
- ------------------------------------- ------------
GUARANTEED INVESTMENT CONTRACTS
(Fund A) -
New York Life Insurance Company
(7.10%, matures 06/27/2005) $ 11,909,731
Principal Mutual Life Insurance
Company (7.20%, matures 04/01/03) 8,357,830
Principal Mutual Life Insurance
Company (6.00%, matures 02/15/2005) 17,751,523
Principal Mutual Life Insurance
Company (6.18%, matures 11/14/2006 10,398,753
Principal Mutual Life Insurance
Company (6.28%, matures 05/14/2007 10,405,138
The Prudential Asset Management Company
(6.97%, matures 06/21/2004) 8,298,787
The Prudential Asset Management Company
(5.40%, matures 11/15/2006) 10,117,396
The Prudential Asset Management Company
(5.70%, matures 11/15/2007) 15,185,669
Travelers Life and Annuity
(6.45%, matures 05/12/2005) 23,589,802
------------
Total Guaranteed Investment Contracts $116,014,629
------------
COMMON STOCK OF CORPORATIONS OTHER THAN
CMS ENERGY CORPORATION (Fund B) -
AOL TIME WARNER $ 1,877,850
AT&T WIRELESS GROUP 925,428
ABBOTT LABS 2,335,925
AIR PRODUCTS & CHEMICALS INC 1,252,497
ALLEGHENY ENERGY INC 1,057,624
ALLERGAN INC 2,469,145
AMERICAN HOME PRODUCTS CORP 4,000,672
AMERICAN INTERNATIONAL GROUP INC 4,327,300
ANALOG DEVICES 466,095
ANHEUSER-BUSCH COS 1,003,662
APPLIED MATERIALS Inc 789,970
ARCHER DANIELS MIDLAND CO 949,970
AVERY DENNISON CORP 1,107,988
AVON PRODUCTS INC 1,181,100
BAKER HUGHES INC 1,043,042
BANK AMERICA CORP 3,191,565
BANK NEW YORK INC 452,880
BED BATH & BEYOND INC 1,091,580
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
ITEM 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2001
(Continued)
Current
Identity of Issuer and Title of Issue Value
- ------------------------------------- ----------
BLACK & DECKER CORPORATION 999,845
BOEING CO 1,050,938
BRINKER INTERNATIONAL INC 285,696
BRISTOL MYERS SQUIBB CO 306,000
BURLINGTON NORTHERN SANTA FE CORP 1,024,227
CDW COMPUTER CTRS INC 805,650
CADENCE DESIGN SYS INC 574,304
CHEVRONTEXACO CORPORATION 1,057,398
CISCO SYSTEMS INC 2,893,978
CITIGROUP INC 7,758,776
COCA COLA CO 1,136,315
COLGATE PALMOLIVE CO 231,000
COMPUTER SCIENCES CORP 592,658
CONTINENTAL AIRLINES INC CLASS B 723,396
DANAHER CORP 1,453,471
DAVITA INC 393,645
DELL COMPUTER CORP 2,364,660
DISNEY WALT HLDG CO 990,416
DOMINION RESOURCES INC 1,664,770
DOW CHEMICAL CO 2,367,978
DUKE ENERGY CORP 2,147,522
EASTMAN CHEMICAL CO 585,300
EL PASO CORPORATION 923,427
ELECTRONIC DATA SYSTEMS CORP 1,398,420
ENTERGY CORP NEW 1,669,997
EXXON MOBIL CORPORATION 5,682,780
FEDERAL NATL MTG ASSN 3,482,100
FIRST DATA CORPORATION 2,628,075
FORD MOTOR COMPANY 1,109,832
GENERAL DYNAMICS CORPORATION 852,148
GENERAL ELECTRIC COMPANY 5,519,016
GENERAL MILLS INC 837,361
HARTFORD FINANCIAL SERVICES GROUP INC 2,406,389
HOME DEPOT INC 2,688,227
INTEL CORPORATION 4,799,270
INTERNATIONAL BUSINESS MACHINES 1,899,072
INTUIT INC 1,279,122
J P MORGAN CHASE & CO 1,715,720
JOHNSON & JOHNSON 3,309,600
KERR MCGEE CORPORATION 295,920
KIMBERLY CLARK CORPORATION 538,200
KING PHARMACEUTICALS INC 842,600
KOHLS CORPORATION 1,493,328
KRAFT FOODS INC CLASS A 289,255
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
ITEM 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2001
(Continued)
Current
Identity of Issuer and Title of Issue Value
- ------------------------------------- ----------
LABORATORY CORPORATION AMERICA HOLDINGS 816,585
LEAR CORPORATION 949,686
LIBERTY MEDIA CORP A 579,600
LINCOLN NATIONAL CORPORATION 1,228,821
LINEAR TECHNOLOGY CORPORATION 636,352
LOWE'S COMPANIES INC 2,775,318
MBNA CORP 1,478,400
MAXIM INTEGRATED PRODUCTS INC 168,032
METLIFE INC 1,412,928
MICROSOFT CORPORATION 6,260,625
MICRON TECHNOLOGY INC 257,300
MOTOROLA INC 1,267,688
NETWORKS ASSOCIATES INC 1,592,360
NEXTEL COMMUNICATIONS INC CLASS A 635,680
NISOURCE INC 1,328,256
NOKIA CORP SPON ADR 1,233,859
ORACLE CORPORATION 1,466,622
THE PMI GROUP INC 797,419
PENNEY J C INC 1,858,790
PEOPLESOFT INC 1,218,060
PEPSICO INC 1,343,844
PFIZER INC 6,782,470
PHARMACIA CORPORATION 1,667,615
PHILIP MORRIS COS INC 2,728,075
PRAXAIR INC 1,861,925
QUALCOMM INC 1,414,000
ROYAL DUTCH PETROLEUM CO 2,475,510
SBC COMMUNICATIONS 2,788,904
SCHERING PLOUGH CORP 794,982
SPRINT CORPORATION PCS GROUP 1,047,189
SUN MICROSYSTEMS INC 1,054,110
TJX COS INC NEW 980,556
TARGET CORP 1,498,325
TECH DATA CORP 480,408
TEKTRONIX INC 698,638
TENET HEALTHCARE CORP 2,894,896
TORCHMARK INC 676,476
TRIGON HEALTHCARE INC 944,520
TYCO INTERNATIONAL LTD 3,545,780
USX MARATHON GROUP 783,000
US BANCORP 2,201,836
UNILEVER N V 1,353,835
UNION PACIFIC CORP 450,300
UNITED TECHNOLOGIES CORPORATION 2,119,864
SCHEDULE I
EMPLOYEES' SAVINGS & INCENTIVE PLAN AND
ENPLOYEE STOCK OWNERSHIP PLAN OF
CONSUMERS ENERGY COMPANY
ITEM 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2001
(Continued)
Current
Identity of Issuer and Title of Issue Value
- ------------------------------------- ------------
UNIVERSAL HEALTH SVS INC CLASS B 1,129,392
VERIZON COMMUNICATIONS 3,806,292
VIACOM INC CLASS B NV 1,593,815
WACHOVIA CORP 501,760
WAL MART STORES INC 3,412,715
WASHINGTON MUTUAL CO 2,939,730
WORLDCOM INC-WORLDCOM GROUP 1,471,360
XILINX 765,380
------------
TOTAL COMMON STOCK OF CORPORATIONS OTHER
THAN CMS ENERGY CORPORATION (Fund B) $192,761,978
------------
*COMMON STOCK OF CMS ENERGY CORPORATION
(Fund CS and CE) $223,364,740
------------
LOANS TO MEMBERS (Fund D)
(Loans mature during periods ranging
from 0-10 years and at interest rates
from 8.88% to 3.75% $ 33,496,939
------------
NICHOLAS-APPLEGATE CORE GROWTH
INSTITUTIONAL PORTFOLIO (Fund E) $ 42,845,245
------------
CREDIT SUISSE COLLECTIVE TRUST
(Fund F) $ 16,907,463
------------
VANGUARD LARGE-CAP VALUE INDEX FUND
(Fund H) $ 8,327,202
------------
VANGUARD S&P 500 INDEX FUND
(Fund I) $ 12,258,069
------------
VANGUARD LARGE-CAP GROWTH INDEX FUND
(Fund J) $ 15,556,295
------------
NICHOLAS-APPLEGATE SMALL-CAP GROWTH
FUND (Fund K) $ 10,765,003
------------
Total All Funds $672,297,563
============
*SHORT-TERM INVESTMENTS -- COMERICA & STATE STREET
(Funds A, B, C, E, F, H, I, J and K) $ 33,424,497
------------
Total Investments $705,722,060
============
*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 May 10, 2002 included in the Employees' Savings &
Incentive and Employee Stock Ownership Plan of Consumers Energy Company's Annual
Report on Form 11-K for the year ended December 31, 2001 into CMS Energy
Corporation's previously filed Registration Statement File No. 333-76347.
ARTHUR ANDERSEN LLP
Detroit, Michigan,
May 10, 2002.
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 Laura L. Mountcastle
---------------------------------------------------------------
Laura L. Mountcastle
Vice-President and Treasurer
Dated: May 10, 2002.