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Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
     
þ   Annual Report Pursuant To Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2007
Or
     
o   Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                     
Commission file number 1-9513 (CMS Energy Corporation)
Commission file number 1-5611 (Consumers Energy Company)
EMPLOYEES’ SAVINGS PLAN,
EMPLOYEE STOCK OWNERSHIP PLAN AND
DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
One Energy Plaza
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
One Energy Plaza

Jackson, Michigan 49201
(Name of Issuer of the Securities held
pursuant to the Plan and the address
of its principal executive office)
 
 

 


Table of Contents

Employees’ Savings Plan,
Employee Stock Ownership Plan and Defined
Company Contribution Plan of
Consumers Energy Company
Financial Statements
and
Supplementary Information
For the Years Ended
December 31, 2007 and 2006

 


 

EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
TABLE OF CONTENTS
         
    PAGE
    1  
 
       
    2  
 
       
Financial Statements for the Years Ended December 31, 2007 and 2006
       
 
       
    3  
 
       
    4  
 
       
    5-19  
 
       
       
 
       
    20  
 
       
    21  
 
     
 23(a)Consent of Independent Registered Public Accounting Firm - Rehmann Robson, P.C,
 23(b)Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP

 


Table of Contents

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator
Employees’ Savings Plan, Employee Stock
 Ownership Plan and Defined Company Contribution
 Plan of Consumers Energy Company
One Energy Plaza
Jackson, Michigan 49201
We have audited the accompanying statement of net assets available for benefits of Employees’ Savings Plan, Employee Stock Ownership Plan and Defined Company Contribution Plan of Consumers Energy Company (the “Plan”) as of December 31, 2007, and the related statement of changes in net assets available for benefits for the year then ended, and the December 31, 2007 supplemental schedules, as listed in the accompanying table of contents. These financial statements and supplemental schedules are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit of the 2007 financial statements in accordance with the standards of the Public Company Accounting Oversight Board (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 management, as well as evaluating the overall financial statement presentation. We believe that our audit of the 2007 financial statements provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Our audit was performed for the purposes of forming an opinion on the basic 2007 financial statements taken as a whole. The December 31, 2007 supplemental schedules of assets (held at end of year) and of reportable transactions for the year then ended are presented for the purpose 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 are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic 2007 financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic 2007 financial statements taken as a whole.
         
 
  /s/ Rehmann Robson, P.C.    
 
 
  REHMANN ROBSON, P.C.    
Jackson, Michigan
June 26, 2008

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator
Employees’ Savings Plan, Employee Stock Ownership Plan and
 Defined Company Contribution Plan of Consumers Energy Company
We have audited the accompanying statement of net assets available for benefits of Employees’ Savings Plan, Employee Stock Ownership Plan and Defined Company Contribution Plan of Consumers Energy Company as of December 31, 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2006 and the changes in its net assets available for benefits for the year ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Detroit, Michigan
June 22, 2007

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Table of Contents

EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION
PLAN OF CONSUMERS ENERGY COMPANY
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                 
    December 31  
    2007     2006  
ASSETS
               
Investments, at fair value
               
Stable Value Fund
               
   Guaranteed investment contracts
  $ 14,022,107     $ 47,554,415  
   Fidelity Managed Income Portfolio II
    186,148,825       134,714,049  
PIMCO Total Return Fund
    21,359,261       9,258,456  
Vanguard Inflation Protected Securities Fund
    3,889,323       1,149,420  
Comerica Small Cap Index Fund
    8,201,516       5,652,796  
Comerica Large Cap Growth Index Fund
    19,484,242       13,094,734  
Comerica Large Cap Value Index Fund
    26,615,487       16,555,214  
Comerica Midcap Index Fund
    8,858,026       4,869,100  
Comerica S&P 500 Index Fund
    149,160,444       17,834,514  
Calamos Growth Fund
    92,052,286       61,620,930  
Janus Mid Cap Value Fund
    35,176,096       18,754,982  
Fidelity Dividend Growth Fund
          152,178,397  
Fidelity Low Price Stock Fund
    12,996,706       13,043,556  
Fidelity Diversified International Fund
    93,224,174       54,204,102  
Fidelity Small Cap Stock Fund
    24,490,888       18,748,634  
Fidelity Freedom Income Fund
    5,729,643       2,091,386  
Fidelity Freedom 2000 Fund
    735,702       88,509  
Fidelity Freedom 2005 Fund
    1,917,608       1,080,594  
Fidelity Freedom 2010 Fund
    21,133,650       7,297,097  
Fidelity Freedom 2015 Fund
    18,134,747       3,965,605  
Fidelity Freedom 2020 Fund
    25,345,129       8,405,926  
Fidelity Freedom 2025 Fund
    13,935,575       2,362,671  
Fidelity Freedom 2030 Fund
    11,027,177       3,125,468  
Fidelity Freedom 2035 Fund
    4,830,616       1,119,253  
Fidelity Freedom 2040 Fund
    7,443,798       3,171,322  
Fidelity Freedom 2045 Fund
    1,505,021       23,564  
Fidelity Freedom 2050 Fund
    1,886,086       110,529  
CMS Energy Corporation Common Stock
          181,767,829  
Short-term investments
    23,995       588,682  
Loans to participants
    26,007,749       24,053,569  
 
           
 
               
Total investments, at fair value
    835,335,877       808,485,303  
 
               
Other receivables
    13,281       433,270  
 
               
Other liabilities
    (214,017 )     (62,933 )
 
           
 
               
Net assets available for benefits, at fair value
    835,135,141       808,855,640  
 
               
Adjustment from fair value to contract value for fully benefit responsive investment contracts
    1,401,619       1,455,574  
 
           
 
               
Net assets available for benefits
  $ 836,536,760     $ 810,311,214  
 
           
The accompanying notes are an integral part of these financial statements.

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Table of Contents

EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION
PLAN OF CONSUMERS ENERGY COMPANY
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                 
    Year Ended December 31  
    2007     2006  
Additions to net assets attributed to
               
Net investment income
               
Net appreciation in aggregate fair value of investments
  $ 48,663,111     $ 74,565,632  
Interest
    3,623,994       5,106,327  
Dividends
    1,368,417       22,600  
 
           
 
               
Total net investment income
    53,655,522       79,694,559  
 
           
 
               
Contributions
               
Participants’
    42,819,469       42,085,220  
Employer
    17,467,899       16,767,342  
Rollovers
    3,123,011       1,695,222  
 
           
 
               
Total contributions
    63,410,379       60,547,784  
 
           
 
ERISA lawsuit settlement (Note 5)
    20,049,761        
 
           
 
               
Total additions
    137,115,662       140,242,343  
 
           
 
               
Deductions from net assets attributed to
               
Benefits paid to participants
    110,789,453       57,151,762  
Administrative expenses
    100,663       181,653  
 
           
 
               
Total deductions
    110,890,116       57,333,415  
 
           
 
               
Net increase
    26,225,546       82,908,928  
 
               
Net assets available for benefits
               
Beginning of year
    810,311,214       727,402,286  
 
           
 
               
End of year
  $ 836,536,760     $ 810,311,214  
 
           
The accompanying notes are an integral part of these financial statements.

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Table of Contents

EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
1.   DESCRIPTION OF THE PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    The following description of the Employees’ Savings Plan, Employee Stock Ownership Plan and Defined Company Contribution Plan of Consumers Energy Company (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
 
    Description of the Plan
General
The Plan is a defined contribution plan designed to encourage and assist employees of CMS Energy Corporation and its subsidiaries, which are at least 80% owned (the Company, CMS Energy or Employer) and have adopted the Plan in saving for the future (collectively the “Company”). The Plan is a voluntary program that allows eligible participants to invest their contributions in various investment funds. All regular employees of the Company as defined by the Plan, may participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Contributions
Participants in the Plan may elect to make pre-tax or after-tax contributions in amounts up to 50% of their eligible compensation as defined by the Plan, subject to certain limitations as set forth in the Plan. Additional limitations apply to participants with annual earnings greater than $100,000. Participants who have attained the age of 50 before the end of the Plan year are eligible to make catch-up contributions.
The Company provides matching Employer contributions in an amount equal to $.60 for each $1.00 contributed by a participant up to a maximum of 6% of the participant’s eligible compensation. The Company can also make discretionary contributions to the Plan, but did not elect to do so during 2007 or 2006.
All participant balances are eligible for reallocation at the discretion of the participant.
Effective September 1, 2004, the Savings portion of the Plan was amended to provide that authorized but unissued shares of common stock of CMS Energy Corporation or other securities convertible to such common stock may be used to satisfy allocations elected by participants and Company matching contributions.

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Table of Contents

EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
Effective September 1, 2005, all new participants and participants formerly covered by the Cash Balance provisions of the Company’s pension plan began accruing benefits under the Defined Company Contribution Plan (“DCCP”) provisions of the Plan. Employees are eligible for participation in the DCCP after 90 days of employment. Under the DCCP, participants receive a Company contribution of 5% of eligible compensation. Contributions are immediately vested and are allocated at the discretion of the participant.
Participants direct the investment of contributions into various investment options for participants. The Plan currently offers twenty-eight investment options in mutual funds, guaranteed investment contracts, and money market accounts. Contributions are subject to certain limitations.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, and an allocation of (a) Company matching contributions, (b) Company DCCP contributions, and (c) Plan earnings. Accounts are charged with an allocation of administrative expenses. The benefit to which a participant is entitled is the aggregate of the participants’ deferrals and rollovers and the vested portion of the Company’s contributions.
Vesting
Participants are immediately vested in their elective contributions plus actual earnings thereon. Other than for the DCCP, vesting in Company matching contributions are based on years of completed service, as defined by the Plan agreement. A participant becomes 10% vested for each of the first two years of service with the Company and 20% for each of the next four years of service.
Participant Loans
Participants may borrow from their non-DCCP fund accounts up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. Loan terms range up to five years for a general purpose loan or up to 15 years for the purchase of a primary residence. The loans are collateralized by the balance of the participant’s account and bear interest at a fixed rate commensurate with local prevailing rates as determined quarterly by the Plan Administrator; such rates range from 3.00% to 8.75% as of December 31, 2007. Principal and interest are collected ratably through payroll deductions.

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
Payment of Benefits
Upon termination of service, death, disability, or retirement, a participant may receive a lump-sum amount equal to the vested value of his or her account.
Forfeitures
Forfeitures result from Company matching contributions and incentive contributions remaining in the Plan for terminated participants’ nonvested account balances. Forfeitures generated are added to a forfeiture reserve account and are available to offset future Company matching contributions. Employer contributions were reduced by $99,943 and $43,528 from forfeited nonvested accounts during 2007 and 2006, respectively. As of December 31, 2007 and 2006, the cumulative unallocated forfeitures were $11,919 and $80,827, respectively.
Administrative Expenses
Expenses incurred in the operation of the Plan (including investment management fees) are paid by the Plan unless paid by the Company or the participants. No expenses are paid from the trust unless such payment is permitted by law. Participants may incur administrative expenses related to loan administration, disbursements, or purchases and sale of CMS Energy Corporation common stock (excluding sales transactions under the required liquidation as described in Note 2). Administrative expenses related to these transactions are paid directly from the corresponding participant’s Plan account.
    Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared using the accrual method of accounting.

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and Statement of Position (SOP) No. 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (the “FSP”), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts, as well as the adjustment of the fully benefit-responsive investment contracts, from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results may differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value with the exception of the Plan’s Stable Value Fund (fully benefit-responsive investment contracts), which is valued at contract value (Note 3). Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Participant loans are valued at their outstanding balances, which approximates fair value.
The Stable Value Fund has both investments in guaranteed investment contracts (“GICs”) and investments in a commingled pool (“MIP II”).

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
Investments in insurance company investment contracts are stated at contract value which is equal to principal balance plus accrued interest. As provided in the FSP, an investment contract is generally permitted to be valued at contract value, rather than fair value, to the extent it is fully benefit-responsive. The fair value of the investment contracts are calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations.
Investment in the MIP II are fair valued using a discounted cash flow model which considers recent fee bids as determined by recognized dealers, discount rate and the duration of the underlying portfolio of securities. The dealers may consider the following in bid process: size of the portfolio, performance of the underlying portfolio, and the fair value to contract value ratio. For purposes of benefit- responsive withdrawals, investments in wrap contracts are valued at contract value, which could be more or less than fair value. These investment contracts provide for benefit-responsive withdrawals at contract value including those instances when, in connection with wrap contracts, underlying investment securities are sold to fund normal benefit payments prior to the maturity of such contracts.
Underlying debt securities in MIP II for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security’s value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Trustee believes accurately reflects fair value. A security’s valuation may differ depending on the method used for determining value. Price movements in futures contracts and American Depositary Receipts (ADRs), market and trading trends, the bid/ask quotes of brokers and off exchange institutional trading may be reviewed in the course of making a good faith determination of a security’s fair value. Underlying short-term securities with remaining maturities of sixty days or less for which market quotations are not readily available are valued at original cost plus accrued interest or at amortized cost, both of which approximate current value.

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
Investments in underlying commingled pools and open-end investment companies are valued at their net asset value (NAV) each business day.
Unrealized appreciation or depreciation in the aggregate fair value of investments represents the net change in the difference between aggregate fair value and the cost of investments, including reinvestment of earnings. The realized gain or loss on sale of investments is the difference between the proceeds received and the average cost of investments sold.
Purchases and sale of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of net appreciation or an addition to net depreciation in the aggregate fair value of investments for such investments.
Payment of Benefits
Benefits are recorded when paid.

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
2.   INVESTMENTS
 
    Investments that represent 5 percent or more of the Plan’s net assets available for benefits are as follows at December 31:
                 
    2007   2006
Investments at fair value as determined by quoted market price
               
Mutual Funds
               
Comerica S&P 500 Index Fund
  $ 149,160,444     $ *  
Fidelity Diversified International Fund
    93,224,174       54,204,102  
Calamos Growth Fund
    92,052,286       61,620,930  
Fidelity Dividend Growth Fund
          152,178,397  
 
               
Fidelity Managed Income Portfolio II
    186,148,825       134,714,049  
 
CMS Energy Corporation Common Stock
          181,767,829  
 
*   Represents less than 5% of the Plan’s net assets available for benefits
    The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows for the years ended December 31:
                 
    2007     2006  
Mutual funds
  $ 47,106,996     $ 50,619,821  
CMS Energy Corporation Common Stock
    1,556,115       23,945,811  
 
           
 
               
Net appreciation in aggregate fair value
  $ 48,663,111     $ 74,565,632  
 
           

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
    During 2007, the CMS Energy Corporation Common Stock Fund and the Fidelity Dividend Growth Fund were eliminated as participant investment options from the Plan. The Plan closed new investments to the two funds effective May 1, 2007. As of May 1, 2007, 9,222,335 shares of CMS Energy Common Stock and 4,339,014 units of the Fidelity Dividend Growth Fund were held by the Plan. Between May 1, 2007 and October 31, 2007, participants could elect to divest any holdings in such funds and reallocate the proceeds into any remaining fund choices. Effective November 1, 2007, any remaining holdings in the Fidelity Dividend Growth Fund were liquidated and reallocated into the Comerica S&P 500 Index Fund. Effective November 1, 2007, any remaining holdings in the CMS Energy Corporation Common Stock Fund were liquidated by the Trustee over a two-week period in an effort to prevent the sales from impacting the market value of the stock (all shares of CMS Energy Corporation common stock were sold by November 15, 2007). The proceeds were reallocated based on the participant’s election for the investment of the employee contributions at the time of such sale.
 
3.   INVESTMENTS IN COMMON/COLLECTIVE TRUSTS
 
    Stable Value Fund
 
    The Stable Value Fund consists of fully benefit-responsive investment contracts of GICs, synthetics and a commingled pool (MIP II). The GIC issuers are contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. The wrap contracts in synthetics and the commingled pool (MIP II) are designed to maintain the contract value of the fund. Wrap contracts accrue interest using a formula called the “crediting rate”.
 
    Wrap contracts use the crediting rate formula to convert market value changes in the covered assets into income distributions in order to minimize the difference between the market and contract value of the covered assets over time. Using the crediting rate formula, an estimated future market value is calculated by compounding the fund’s current market value at the fund’s current yield to maturity for a period equal to the fund’s duration. The crediting rate is the discount rate that equates the estimated future market value with the fund’s current contract value. Crediting rates are reset quarterly. The wrap contracts provide a guarantee that the crediting rate will not fall
below 0%.

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
    The crediting rate, and hence the fund’s return, may be affected by many factors, including purchases and redemptions by shareholders. The precise impact on the fund depends on whether the market value of the covered assets is higher or lower than the contract value of those assets. If the market value of the covered assets is higher than their contract value, the crediting rate will ordinarily be higher than the yield of the covered assets. Under these circumstances, cash from new investors will tend to lower the crediting rate and the fund’s return, and redemptions by existing shareholders will tend to increase the crediting rate and the fund’s return.
 
    If the market value of the covered assets is lower than their contract value, the crediting rate will ordinarily be lower than the yield of the covered assets. When market value is lower than contract value, the fund will have, for example, less than $10.00 in cash and bonds for every $10.00 in NAV. Under these circumstances, cash from new investors will tend to increase the market value attributed to the covered assets and to increase the crediting rate and the fund’s return. Redemptions by existing shareholders will have the opposite effect, and will tend to reduce the market value attributed to remaining covered assets and to reduce the crediting rate and the fund’s return. Generally, the market value of covered assets will tend to be higher than contract value after interest rates have fallen due to higher bond prices. Conversely, the market value of covered assets will tend to be lower than their contract value after interest rates have risen due to lower bond prices.
 
    If the fund experiences significant redemptions when the market value is below the contract value, the fund’s yield may be reduced significantly, to a level that is not competitive with other investment options. This may result in additional redemptions, which would tend to lower the crediting rate further. If redemptions continued, the fund’s yield could be reduced to zero. If redemptions continued thereafter, the fund might have insufficient assets to meet redemption requests, at which point the fund would require payments from the wrap issuer to pay further shareholder redemptions.
 
    The fund and the wrap contracts purchased by the fund are designed to pay all participant-initiated transactions at contract value. Participant-initiated transactions are those transactions allowed by the underlying defined contribution plan (typically this would include withdrawals for benefits, loans, or transfers to non-competing funds within the plan). However, the wrap contracts limit the ability of the fund to transact at contract value upon the occurrence of certain events. These events include:
    The plan’s failure to qualify under Section 401(a) or Section 401(k) of the Internal Revenue Code.

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
    The establishment of a defined contribution plan that competes with the plan for employee contributions.
 
    Any substantive modification of the plan or the administration of the plan that is not consented to by the wrap issuer.
 
    Complete or partial termination of the plan.
 
    Any change in law, regulation or administrative ruling applicable to the plan that could have a material adverse effect on the fund’s cash flow.
 
    Merger or consolidation of the plan with another plan, the transfer of plan assets to another plan, or the sale, spin-off or merger of a subsidiary or division of the plan sponsor.
 
    Any communication given to participants by the plan sponsor or any other plan fiduciary that is designed to induce or influence participants not to invest in the fund or to transfer assets out of the fund.
 
    Exclusion of a group of previously eligible employees from eligibility of the plan.
 
    Any early retirement program, group termination, group layoff, facility closing, or similar program.
 
    Any transfer of assets from the fund directly to a competing option.
    At this time, the occurrence of any of these events is not probable.
 
    A wrap issuer may terminate a wrap contract at any time. In the event that the market value of the fund’s covered assets is below their contract value at the time of such termination, the investment manager may elect to keep the wrap contract in place until such time as the market value of the fund’s covered assets is equal to their contract value. A wrap issuer may also terminate a wrap contract if the investment manager’s investment management authority over the fund is limited or terminated as well as if all of the terms of the wrap contract fail to be met. In the event that the market value of the fund’s covered assets is below their contract value at the time of such termination, the terminating wrap provider would not be required to make a payment to the fund.

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
    The adjustments from fair value to contract value for fully benefit-responsive investment contracts (Stable Value Fund) are $1,401,619 and $1,455,574 as of December 31, 2007 and 2006, respectively. The details of the adjustments at those dates are as follows:
                                                 
    December 31, 2007   December 31, 2006
    Contract     Fair     Adjustment     Contract     Fair     Adjustment  
    Value     Value     (CV – FV)     Value     Value     (CV – FV)  
Investment contracts:
                                               
GICs:
                                               
Prudential 5.70% due 11/05/07
  $     $     $     $ 20,035,900     $ 20,091,731     $ (55,831 )
Principal 6.28% due 05/14/07
                      14,109,304       14,150,868       (41,564 )
Principal 5.85% due 01/30/08
    14,017,060       14,022,107       (5,047 )     13,242,381       13,311,816       (69,435 )
 
                                   
 
                                               
Total investment contracts
    14,017,060       14,022,107       (5,047 )     47,387,585       47,554,415       (166,830 )
 
                                               
Pool — MIP II Class 3
    187,555,491       186,148,825       1,406,666       136,336,453       134,714,049       1,622,404  
 
                                   
 
                                               
Total of Stable Value Fund
  $ 201,572,551     $ 200,170,932     $ 1,401,619     $ 183,724,038     $ 182,268,464     $ 1,455,574  
 
                                   
Average Yields — Stable Value Fund
                 
    2007   2006
Based on market value spot yield
    4.76 %     5.20 %
Based on contract value spot yield
    4.79 %     4.83 %
4.   RECONCILIATION OF FINANCIAL STATEMENTS TO FEDERAL IRS FORM 5500
 
    The following is a reconciliation of net assets available for benefits as reported in the plan financial statements to the Form 5500:

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
                 
    December 31,  
    2007     2006  
Net assets available for plan benefits as reported in the plan financial statements
  $ 836,536,760     $ 810,311,214  
Adjustments from contract value to fair value for certain fully benefit-responsive investment contracts (MIP II)
    (1,406,666 )     (1,622,404 )
 
           
 
               
Net assets available for plan benefits as reported in the Form 5500
  $ 835,130,094     $ 808,688,810  
 
           
    The following is a reconciliation of net investment gains from investments:
                 
    December 31,  
    2007     2006  
Interest and dividends from investments
  $ 4,992,411     $ 5,128,927  
Net realized/unrealized appreciation from investment accounts
    48,663,111       74,565,632  
 
           
 
               
Net investment gain from investments as reported in the financial statements
    53,655,522       79,694,559  
 
               
Adjustments from contract value to fair value for certain fully benefit-responsive investment contracts (MIP II)
    215,738       16,828  
 
           
 
               
Net investment gain from investments as reported in the Form 5500
  $ 53,871,260     $ 79,711,387  
 
           

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
5.   LAWSUIT SETTLEMENTS
 
    ERISA Lawsuit
 
    The Company was a named defendant, along with Consumers, by CMS Marketing, Services and Trading Company (MST) and certain named and unnamed officers and directors, in two lawsuits, filed in July 2002 in the U.S. District Court for the Eastern District of Michigan, brought as purported class actions on behalf of participants and beneficiaries of the Plan. Plaintiffs alleged breaches of fiduciary duties under ERISA and sought restitution on behalf of the Plan with respect to a decline in value of the shares of the Company’s common stock held in the Plan, as well as other equitable relief and legal fees. On March 1, 2006, the Company and Consumers reached an agreement, subject to court and independent fiduciary approval, to settle the lawsuits. The settlement agreement required a $28 million cash payment by the Company’s primary insurer that was used to pay Plan participants and beneficiaries for alleged losses, as well as legal fees and expenses. In addition, the Company agreed to certain other steps regarding administration of the Plan. A hearing on the final approval of the settlement was held on June 15, 2006. On June 27, 2006, the Judge entered the Order and Final Judgment approving the proposed settlement with minor modifications. The settlement proceeds, net of attorneys’ fees and expenses, were disbursed to the Plan for distribution by the Plan’s trustee in accordance with the Amended Plan of Allocation. On April 13, 2007, net proceeds of $20,049,761 were allocated to participant accounts. After this litigation, a decision was made to remove the Company’s common stock as an investment option in the Plan.
 
    Securities Class Action Lawsuits
 
    Beginning in May 2002, a number of complaints were filed against CMS Energy Corporation (CMS Energy), Consumers Energy Company (Consumers) and certain officers and directors of CMS Energy and its affiliates in the United States District Court for the Eastern District of Michigan. The cases were consolidated into a single lawsuit (the “Shareholder Action”), based on allegations that the defendants violated United States securities laws and regulations by making allegedly false and misleading statements about CMS Energy’s business and financial condition, particularly with respect to revenues and expenses recorded in connection with round-trip trading by CMS MST. On January 3, 2007, CMS Energy and other parties entered into a Memorandum of Understanding (the “MOU”), subject to court approval, regarding settlement of the class action lawsuits. The settlement was approved by a special committee of independent directors and by the full board of directors of CMS Energy. The litigation was settled for a total of $200 million, including the cost of administering the settlement and any

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
    attorney fees the court awards. Attorney fees and administrative costs will be deducted to arrive at a net settlement amount that will ultimately be distributed to shareholders with allowed claims. The settlement was approved by the Court in an Order and Final Judgment entered on September 6, 2007. Under the settlement, the Plan was allowed to submit a Proof of Claim on behalf of the Plan for (i) the Plan’s settlement class period (defined as October 25, 2000 through March 31, 2003) transactions or (ii) for Plan participants’ settlement class period transactions made through the Plan in common stock, of Plan participants who, had such Plan transactions been made directly by the participant, would otherwise qualify as settlement members. Under the plan of allocation proposed by class counsel, and approved by the Court, the recognized claim amount on any claim submitted by the Plan is to be reduced by 20% as an offset in recognition of the $28 million settlement in the In re CMS Energy ERISA Litigation, Case No. 02-72834. The Plan submitted a Proof of Claim as allowed under the settlement. Except for this 20% reduction, the plan will share with other non-plan shareholders in the net distributions that will be approved by the Court. No distributions have yet been received by the Plan or any other claimants in this class action proceeding, the amount of the future distributions has not yet been determined, and the timing of those distributions is uncertain. Accordingly, no amounts related to this settlement have been recognized in the Plan’s 2007 financial statements.
 
6.   INCOME TAX STATUS
 
    The Internal Revenue Service has determined and informed the Company by a letter dated February 29, 2008, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.
 
7.   PLAN TERMINATION
 
    Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, the value of the participant accounts will be determined as of the effective date of the termination and be distributed as provided by the Plan.

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EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
8.   RISKS AND UNCERTAINTIES
 
    The Plan provides for various investment options in mutual funds, guaranteed investment contracts, and a stable value fund. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ accounts and the amounts reported in the accompanying Statement of Net Assets Available for Benefits as of December 31, 2007.
 
9.   RELATED-PARTY TRANSACTIONS
 
    Dividend income earned on CMS Energy Corporation (the Plan Sponsor) Common Stock was $1,368,417 for the year ended December 31, 2007. There was no such dividend income for the year ended December 31, 2006.
 
    Fidelity charges Plan participants loan initiation and brokerage fees. Fidelity is the trustee as defined by the Plan and, therefore, the transactions qualify as party-in-interest. Fees paid by the Plan participants for such services from participants’ respective Plan assets amounted to $100,663 and $181,653 for 2007 and 2006, respectively.
* * * * * *

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SUPPLEMENTARY INFORMATION

 


Table of Contents

EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP
PLAN AND DEFINED COMPANY CONTRIBUTION
PLAN OF CONSUMERS ENERGY COMPANY
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2007
PLAN # 002
EIN 38-0442310
                         
            Description of Investment     Contract  
        Identity of Issue,   Including Maturity Date,     or  
        Borrower, Lessor, or   Rate of Interest, Collateral,     Current  
        Similar Party   Par or Maturity Value     Value  
       
Principal Mutual Life Insurance Company
  Guaranteed investment contract        
       
 
  5.85% Matures 01/30/2008   $ 14,017,060  
 
  *    
Fidelity Investments
  Fidelity Managed Income Portfolio II     187,555,491  
       
 
  Fidelity Low Price Stock Fund     12,996,706  
       
 
  Fidelity Diversified International Fund     93,224,174  
       
 
  Fidelity Small Cap Stock Fund     24,490,888  
       
 
  Fidelity Freedom Income Fund     5,729,643  
       
 
  Fidelity Freedom 2000 Fund     735,702  
       
 
  Fidelity Freedom 2005 Fund     1,917,608  
       
 
  Fidelity Freedom 2010 Fund     21,133,650  
       
 
  Fidelity Freedom 2015 Fund     18,134,747  
       
 
  Fidelity Freedom 2020 Fund     25,345,129  
       
 
  Fidelity Freedom 2025 Fund     13,935,575  
       
 
  Fidelity Freedom 2030 Fund     11,027,177  
       
 
  Fidelity Freedom 2035 Fund     4,830,616  
       
 
  Fidelity Freedom 2040 Fund     7,443,798  
       
 
  Fidelity Freedom 2045 Fund     1,505,021  
       
 
  Fidelity Freedom 2050 Fund     1,886,086  
       
 
  Short-term investments     23,995  
       
 
               
       
Comerica Bank, N.A.
  Comerica Small Cap Index Fund     8,201,516  
       
 
  Comerica Large Cap Growth Index Fund     19,484,242  
       
 
  Comerica Large Cap Value Index Fund     26,615,487  
       
 
  Comerica Midcap Index Fund     8,858,026  
       
 
  Comerica S&P 500 Index Fund     149,160,444  
       
 
               
       
Calamos Asset Management, Inc.
  Calamos Growth Fund     92,052,286  
       
PIMCO
  PIMCO Total Return Fund     21,359,261  
       
Berger Financial Group, LLC
  Janus Mid Cap Value Fund     35,176,096  
       
Vanguard
  Vanguard Inflation Protected Securities Fund     3,889,323  
       
 
               
  *    
Participant Loans
 
Interest rate range of 3.00% to 8.75% with maturity dates of 1 to 15 years, collateral - participant account balances
    26,007,749  
       
 
             
       
 
               
       
Total investments
          $ 836,737,496  
       
 
             
 
*   Party-in-interest.
Note: Historical cost information is not shown as all investments are participant-directed.

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Table of Contents

EMPLOYEES’ SAVINGS PLAN, EMPLOYEE STOCK OWNERSHIP PLAN
AND DEFINED COMPANY CONTRIBUTION PLAN OF CONSUMERS ENERGY COMPANY
EMPLOYER IDENTIFICATION NUMBER 38-0442310
PLAN NUMBER 002
SCHEDULE H, LINE 4j — SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2007
                                             
                                (h)    
        (b) Description of Asset   (c)   (d)   (g)   Current Value   (i)
        (Including Interest Rate and   Purchase   Selling   Cost of   of Asset on   Net Gain
    (a) Identity of Party Involved   Maturity in Case of a Loan)   Price   Price   Asset   Transaction Date   or Loss
c)  
A series of transactions with respect to securities of the same issue which amount in the aggregate to more than 5% of the current value of plan assets:
                                       
 
   
* CMS Energy Corporation
  Common Stock Sales   $—   $ 114,176,684     $ 123,512,147     $ 114,176,684     $ (9,335,463 )
 
*   Party in interest
There were no reportable transactions under categories a), b) or d) during 2007.

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Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
EMPLOYEES’ SAVINGS PLAN,
EMPLOYEE STOCK OWNERSHIP PLAN, AND
DEFINED COMPANY CONTRIBUTION PLAN OF
CONSUMERS ENERGY COMPANY
By:       /s/ Laura L. Mountcastle                    
Laura L. Mountcastle
Plan Administrator and
Vice President, Investor Relations and Treasurer
CMS Energy Corporation and
Consumers Energy Company
Dated: June 26, 2008

 


Table of Contents

EXHIBITS
         
Exhibit Number   Description
       
 
  (23 )(a)  
Consent of Independent Registered Public Accounting Firm — Rehmann Robson, P.C.
       
 
  (23 )(b)  
Consent of Independent Registered Public Accounting Firm — Ernst & Young LLP