File No. 069-00333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER
RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
----------
TO BE FILED ANNUALLY PRIOR TO MARCH 1
----------
CMS ENERGY CORPORATION
(Name of Company)
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
February 28, 2005
EXPLANATORY NOTE
This Form U-3A-2 does not contain Exhibit A relating to the consolidating
financial statements of CMS Energy Corporation and its subsidiary companies. CMS
Energy Corporation is currently completing its financial statements. As directed
by the Securities and Exchange Commission, CMS Energy Corporation will file by
March 10, 2005 a Form U-3A-2/A that will include the consolidating financial
statements on Exhibit A.
1. NAME, STATE OF ORGANIZATION, LOCATION AND NATURE OF BUSINESS OF CLAIMANT
AND EVERY SUBSIDIARY THEREOF, OTHER THAN ANY EXEMPT WHOLESALE GENERATOR
(EWG) OR FOREIGN UTILITY COMPANY (FUCO) IN WHICH CLAIMANT DIRECTLY OR
INDIRECTLY HOLDS AN INTEREST.
Claimant has listed EWGs, identified by an asterik (*) and FUCOs, identified by
double asterik (**) in order to maintain the continuity of the organizational
chart.
For the purpose of this filing CMS Energy will address the information requested
in section 1 under the headings of CMS Energy Corporation (Tier 1), CMS
Enterprises Company (Tier 2), Consumers Energy Company (Tier 2) and Dearborn
Industrial Energy, L.L.C. (Tier 2). As set forth in detail below, CMS Energy
Corporation is the parent company of CMS Enterprises Company, Consumers Energy
Company and Dearborn Industrial Energy, L.L.C. All ownership interests are 100%
unless indicated parenthetically to the contrary and are accurate as of December
31, 2004.
1
01 CMS ENERGY CORPORATION
Address:
One Energy Plaza
Jackson, Michigan 49201
CMS Energy Corporation is an integrated energy company, which has as its
primary business operations an electric and natural gas utility, natural
gas pipeline systems, and independent power generation.
The name, state of organization and nature of business of CMS Energy's
direct subsidiaries are described below:
02 CMS Enterprises Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Enterprises Company is a Michigan corporation that, through various
subsidiaries and affiliates, is engaged in diversified businesses in the
United States and in select international markets.
02 Consumers Energy Company
Address: One Energy Plaza
Jackson, Michigan 49201
Consumers Energy Company is a Michigan corporation engaged in the
generation, purchase, distribution and sale of electricity, and in the
purchase, storage, distribution and sale of natural gas, in the lower
peninsula of the State of Michigan.
02 Dearborn Industrial Energy, L.L.C.
Address: One Energy Plaza
Jackson, Michigan 49201
Dearborn Industrial Energy, L.L.C. is a Michigan limited liability company
that holds the ownership interest in Dearborn Industrial Generation, L.L.C.
2
THE NAME, STATE OF ORGANIZATION AND NATURE OF BUSINESS OF EACH SUBSIDIARY AND
THEIR SUBSIDIARIES ARE DESCRIBED BELOW:
02 CMS ENTERPRISES COMPANY
Address:
One Energy Plaza
Jackson, Michigan 49201
03 CMS Capital, L.L.C.
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Capital, L.L.C. is a Michigan limited liability company formed to
assist in securing financing for CMS Energy Corporation and its
subsidiaries and affiliates.
04 CMS Capital Financial Services, Inc.
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Capital Financial Services, Inc. is a Michigan corporation engaged in
the business of making loans to homeowners and small businesses for energy
related goods or services.
04 EnerBank, USA
Address: One Energy Plaza
Jackson, Michigan 49201
EnerBank, USA is a Utah corporation engaged in the business of an
"industrial loan corporation" to issue thrift certificates of deposit and
thrift savings accounts for the payment of money, to issue capital notes or
debentures to receive payments with or without allowance for interest.
03 CMS Comercializadora de Energia S.A. (98.52%)
Address: Edificio Torre Catalinas Plaza, Ing. Enrique Butty 220
8 Piso (Av. E. Madero Alt. 800/900) (1300)
Buenos Aires, Argentina
CMS Comercializadora de Energia S.A. is an Argentine corporation engaged in
gas and electric marketing operations in Argentina.
3
03 *CMS Distributed Power, L.L.C.
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Distributed Power, L.L.C is a Michigan limited liability company formed
for the purpose of aggregating the output from multiple generators to have
power available on demand.
03 CMS Energy Asia Private Limited (Singapore)
Address: Block 94C #09-2391 Bedok
North Avenue 4
Singapore 462094
CMS Energy Asia Private Limited, a Singapore corporation, was involved in
the development of electrical generation and distribution opportunities,
gas transmission, storage and distribution opportunities, electrical and
gas marketing opportunities and development opportunities in Asia and the
Pacific Rim.
04 CMS Energy India Pte Ltd (India) (99%)
Address: Oxford Center, 1st Floor #66
Sir C P Ramaswamy Road
Alwarpet, Chennai 600 018 India
CMS Energy India Private Limited is an Indian corporation formed to pursue
development opportunities in India.
03 CMS Energy India Pte Ltd (India) (1%)
03 CMS Energy South America Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Energy South America Company is a Cayman Islands corporation formed to
provide for consolidation of the development expenses and activity in
Argentina and Brazil.
4
04 CMS Enterprises Development Company S.A. (99.99%)
Address: Edificio Torre Catalinas Plaza, Ing. Enrique Butty 220
8 degrees Piso (Av. E. Madero Alt. 800/900) (1300)
Buenos Aires, Argentina
CMS Enterprises Development Company S.A. is an Argentine corporation formed
to handle development work in Argentina.
03 CMS Energy UK Limited
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Energy UK Limited is a United Kingdom limited liability company
involved in the development of energy-related businesses and projects in
Africa and the Middle East.
03 CMS Enterprises Development, L.L.C.
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Enterprises Development, L.L.C. is a Michigan limited liability company
formed to invest in various projects.
03 CMS Enterprises Holding Company S.A. (99.99%)
Address: Edificio Torre Catalinas Plaza
Ing. Enrique Butty 220
8 degrees Piso (Av. E. Madero Alt. 800/900)
(1300) Buenos Aires, Argentina
CMS Enterprises Holding Company S.A. is an Argentine corporation formed as
a holding corporation.
03 CMS Gas Transmission Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Gas Transmission Company is a Michigan corporation organized to engage
in the transmission, storage and processing of natural gas.
5
04 Atlantic Methanol Capital Company (50%)
Address: One Energy Plaza
Jackson, Michigan 49201
Atlantic Methanol Capital Company is a Cayman Islands corporation formed to
assist in the financing relating to an Equatorial Guinea methanol plant
that has subsequently been sold.
05 CMS Methanol Company (40%)
04 CMS Energy Investment L.L.C. (70%)
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Energy Investment L.L.C. is a Delaware limited liability company that
acts as a holding company of CMS Energy's interests in the Michigan Gas
Transmission assets.
05 CMS Antrim Gas LLC
05 CMS Bay Area Pipeline, LLC
05 CMS Grands Lacs LLC
05 CMS Jackson LLC
05 CMS Litchfield LLC
04 CMS Gas Argentina Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Gas Argentina Company is a Cayman Islands corporation with an equity
interest in Transportadora de Gas del Norte S.A., an Argentine corporation,
which provides natural gas transmission services to the northern and
central parts of Argentina.
05 Servicios de Aguas de Chile CMS y Compania Limitada (.01%)
05 Transportadora de Gas del Norte S.A. (TGN) (29.42%)
6
04 CMS International Ventures, L.L.C. (37.01%)
(See CMS Enterprises for list of subsidiaries)
Address: One Energy Plaza
Jackson, Michigan 49201
CMS International Ventures, L.L.C. is a Michigan limited liability company,
formed to own, manage and sell certain of CMS Energy's international
investments.
04 Nitrotec Corporation (50%)
Address: One Energy Plaza
Jackson, Michigan 49201
Nitrotec Corporation is a Delaware corporation formed to invest in plants
that extract helium from natural gas.
03 CMS Generation Co.
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Co. is a Michigan corporation engaged in the development of
and investment in cogeneration and other independent power generation
projects, both domestic and foreign.
04 CMS Centrales Termicas S.A. (99%)
Address: Edificio Torre Catalinas Plaza, Ing. Enrique Butty 220
8 Piso (Av. E. Madero Alt. 800/900) (1300)
Buenos Aires, Argentina
CMS Centrales Termicas S.A. is an Argentine corporation formed to own an
interest in a 240 MW natural gas/fuel oil-fired electric power plant near
Mendoza, Argentina.
05 Cuyana S.A. de Inversiones (1%)
06 *Centrales Termicas Mendoza, S.A. (92.6%)
04 CMS Enterprises International LLC
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Enterprises International LLC is a Michigan limited liability company
formed to eventually hold the interests of CMS Generation Investment
Company IV.
7
04 CMS Generation Filer City, Inc.
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Filer City, Inc. is a Michigan corporation involved as a 50%
General Partner in the T.E.S. Filer City Station Limited Partnership, a
Michigan limited partnership that is the owner of the 54 megawatt (net)
wood chip and coal-fired electric generating station in Filer City,
Michigan.
04 CMS Generation Filer City Operating Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Filer City Operating Company is a Michigan corporation
formed to operate a coal and waste wood-fueled power plant near Filer City,
Michigan owned by the T.E.S. Filer City Station Limited Partnership.
04 CMS Generation Genesee Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Genesee Company is a Michigan corporation involved as a 1%
General Partner in the Genesee Power Station Limited Partnership, a
Delaware limited partnership, which owns and operates a 35-megawatt (net)
waste wood-fired electric generating facility located in Genesee County,
Michigan.
05 Genesee Power Station Limited Partnership (1%)
06 GPS Newco, L.L.C (50%)
04 CMS Generation Grayling Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Grayling Company is a Michigan corporation involved as a 1%
General Partner in Grayling Generating Station Limited Partnership, a
Michigan limited partnership, that owns a 36-megawatt (net) waste
wood-fueled power plant in Grayling, Michigan. Grayling Generating Station
Limited Partnership owns GGS Holdings Company, a Michigan corporation,
which is a .5% General Partner in AJD Forest Products Limited Partnership,
a Michigan limited partnership, that operates a sawmill adjacent to the
Grayling Generating Station and also supplies waste wood fuel to Grayling
Generating Station. Grayling Generating Station Limited Partnership is a
49.5% Limited Partner in AJD Forest Products Limited Partnership.
8
05 Grayling Generating Station Limited Partnership (1%)
06 GGS Holdings Company
05 Grayling Partners Land Development, L.L.C. (1%)
04 CMS Generation Honey Lake Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Honey Lake Company is a Michigan corporation with a General
Partnership interest and a Limited Partnership interest in H L Power
Company, a California limited partnership that uses waste wood and
geothermal fluid to generate a 30-megawatt (net) electric generating
station in Lassan County, California. It is also involved as General
Partner in Honey Lake Energy I LP, and Honey Lake Energy II LP, both
Michigan limited partnerships formed to own limited partnership interests
in H L Power Company.
05 Honey Lake Energy I L.P. (99%)
06 H L Power Company (18.65%)
05 Honey Lake Energy II L.P. (99%)
06 H L Power Company (18.65%)
05 H L Power Company (.5%)
04 CMS International Ventures, L.L.C. (21.02%)
(See CMS Enterprises for list of subsidiaries)
04 CMS Generation Grayling Holdings Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Grayling Holdings Company is a Michigan corporation involved
as a 49% Limited Partner in Grayling Generating Station Limited
Partnership, a Michigan limited partnership. Grayling Generating Station
Limited Partnership owns GGS Holdings Company, a Michigan corporation that
owns a .5% General Partner interest in AJD Forest Products Limited
Partnership, a Michigan limited partnership.
05 Grayling Generating Station Limited Partnership (49%)
06 GGS Holdings Company
05 Grayling Partners Land Development LLC (49%)
9
04 CMS Generation Holdings Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Holdings Company is a Michigan corporation involved as a
limited partner in various proposed partnerships.
05 CMS Centrales Termicas S.A. (1%)
05 Genesee Power Station Limited Partnership (.5%)
06 GPS Newco, L.L.C. (50%)
05 GPS Newco, L.L.C. (50%)
05 CMS Generation, S.R.L. (.01%)
04 *Hidroelectrica El Chocon S.A. (2.48%)
06 Hidroinvest S.A. (25%)
07 *Hidroelectrica El Chocon S.A. (59%)
05 Moose River Properties (50%)
05 *CMS Ensenada S.A. (1%)
05 CMS Operating, S.R.L. (.001%)
04 *Dearborn Generation Operating, L.L.C.
Address: One Energy Plaza
Jackson, Michigan 49201
Dearborn Generation Operating, L.L.C. is a Michigan limited liability
company formed to operate the cogeneration facility located at the Ford
Rouge plant.
04 CMS Generation Investment Company IV
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Investment Company IV is a Cayman Islands corporation formed
as a holding company for various independent power projects in Africa and
the Phillipines.
10
05 CMS Generation Investment Company II
06 CMS Generation Jorf Lasfar I Limited Duration Company (65%)
07 Jorf Lasfar Handelsbolag (50%)
07 Jorf Lasfar I HB (50%)
07 Jorf Lasfar Power Energy HB (50%)
06 CMS Generation Jorf Lasfar II Limited Duration (65%)
07 Jorf Lasfar Handelsbolag (50%)
07 Jorf Lasfar I HB (50%)
07 Jorf Lasfar Power Energy HB (50%)
06 CMS Generation Jegurupadu I Limited Duration Company (1%)
07 Jegurupadu O&M Company Mauritius (50%)
08 *Jegurupadu Operating & Maintenance Company (60%)
06 CMS Generation Jegurupadu II Limited Duration Company (1%)
07 Jegurupadu O&M Company Mauritius (50%)
08 *Jegurupadu Operating and Maintenance Company (60%)
05 CMS Generation Jorf Lasfar III Limited Duration Company (50%)
05 CMS Generation Luxembourg S.a.r.l.
06 CMS Generation Netherlands B.V.
07 Jorf Lasfar Energlaktiebolag
08 *Jorf Lasfar Energy Company (25%)
07 Jorf Lasfar Power Energy Aktiebolag
08 *Jorf Lasfar Energy Company (23%)
05 CMS Generation Jorf Lasfar I Limited Duration Company (35%)
06 Jorf Lasfar Handelsbolag (50%)
11
07 *Jorf Lasfar Energy Company (2%)
05 CMS Generation Jorf Lasfar II Limited Duration Company (35%)
06 Jorf Lasfar Handelsbolag (50%)
07 *Jorf Lasfar Energy Company (2%)
04 CMS Generation Investment Company VI
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Investment Company VI is a Cayman Islands corporation formed
as a holding company for energy projects in Africa.
05 CMS Takoradi Investment Company
06 CMS Takoradi Investment Company II
07 *Takoradi International Company (Ghana) (90%)
04 CMS Generation Investment Company VII
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Investment Company VII is a Cayman Islands corporation
formed as a holding company for various energy projects in the Middle East.
05 CMS Generation Taweelah Limited
06 **Emirates CMS Power Company (40%)
07 Taweelah Shared Facilities Company LLC (17%)
05 CMS Jubail Investment Company I
06 *Jubail Energy Company (25%)
05 Shuweihat General Partner Company (50%)
06 Shuweihat Limited Partnership (1%)
07 *Shuweihat CMS International Power Company (UAE) (40%)
05 Shuweihat Limited Partnership (49.5%)
12
06 *Shuweihat CMS International Power Company (UAE) (40%)
05 *Shuweihat O&M Limited Partnership (49.5%)
05 Shuweihat O&M General Partner Company (50%)
06 *Shuweihat O&M Limited Partnership (1%)
05 Servicios de Aguas de Chile CMS y Compania Limitada (99.99%)
04 *CMS (India) Operations & Maintenance Company Private Limited (1%)
04 *CMS Generation Operating Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Operating Company is a New York corporation involved in the
operation of various power plants throughout the United States.
04 CMS Generation Recycling Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Recycling Company is a Michigan corporation that owns 50% of
Mid-Michigan Recycling, L.L.C. Mid-Michigan Recycling, L.L.C. was created
to be involved in supplying waste wood fuel for the Genesee Power Station
Limited Partnership.
05 Mid-Michigan Recycling, L.L.C. (50%)
04 *CMS International Operating Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS International Operating Company is a Cayman Islands corporation, formed
to own and control project operating and maintenance companies.
05 CMS Generation UK Operating Private Limited
06 Jorf Lasfar Aktiebolag
07 *CMS Morocco Operating Co., S.C.A. (99.7%)
05 *CMS (India) Operations & Maintenance Company Private Limited (99%)
05 CMS Generation Jorf Lasfar III Limited Duration Company (50%)
13
04 *CMS Generation Michigan Power L.L.C.
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Michigan Power L.L.C. is a Michigan limited liability
company formed to own generating units which are to be sited in Michigan
for the purpose of generating power during peak demand periods.
04 Exeter Management Company
Address: One Energy Plaza
Jackson, Michigan 49201
Exeter Management Company is a Connecticut corporation involved as the
General Partner in the Exeter Energy Limited Partnership, which owns and
operates the 29.8 MW tire-fueled cogeneration plant in Sterling,
Connecticut.
04 *Hidroelectrica El Chocon S.A. (2.48%)
Address: 8311 Neuquen
Neuquen Province
Villa El Chocon
Argentina
Hidroelectrica El Chocon S.A. is an Argentine company, which holds a
thirty-year concession to operate two hydroelectric power plants in
Argentina.
04 Honey Lake I, L.P. (1%)
Address: One Energy Plaza
Jackson, Michigan 49201
Honey Lake I, L.P. is a California limited partnership created to
participate as a 24.75% limited partner in the cogeneration facility at
Honey Lake, California.
05 H L Power Company (18.65%)
04 Honey Lake II, L.P. (1%)
Address: One Energy Plaza
Jackson, Michigan 49201
Honey Lake II, L.P. is a California limited partnership created to
participate as a 24.75% limited partner in the cogeneration facility at
Honey Lake, California.
05 H L Power Company (18.65%)
14
04 HYDRA-CO Enterprises, Inc.
Address: One Energy Plaza
Jackson, Michigan 49201
HYDRA-CO Enterprises, Inc. is a New York corporation involved in the
management and operation of various power plants. The plants are fueled by
coal, natural gas, waste wood and water (hydro). It also has construction
management responsibility for a 60MW diesel-fueled power plant in Jamaica.
05 Caribbean Electric Power (40%)
04 CMS Generation Operating Company II, Inc.
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Operating Company II, Inc. is a New York corporation formed
to operate power plants, primarily in the United States.
06 HCO-Jamaica, Inc.
07 *Private Power Operators Limited (99%)
05 CMS Generation Stratton Company
05 HCE-Biopower, Inc.
05 HCE-Jamaica Development, Inc.
05 HCE-Rockfort Diesel, Inc.
06 *Jamaica Private Power Company, Limited (45.07%)
06 *Private Power Operators Limited (1%)
05 Little Falls Hydropower Associates (33.33%)
05 Lock 17 Management Group (33.33%)
05 Lock 17 Group (33.33%)
05 New Bern Energy Recovery, Inc.
05 Jamaica Energy Team Limited (59.7%)
15
04 Midland Cogeneration Venture Expansion, LLC (50%)
Address: One Energy Plaza
Jackson, Michigan 49201
Midland Cogeneration Venture Expansion, LLC is a Delaware limited liability
company formed to develop the MCV Expansion, including ordering and funding
long-lead equipment.
04 Notera Holding B.V.
Address: A. J. Ernststraat
595 H 1082 LD
Amsterdam, The Netherlands
Notera Holding B.V. is a Netherlands corporation and currently inactive.
04 Oxford Tire Supply, Inc.
Address: One Energy Plaza
Jackson, Michigan 49201
Oxford Tire Supply, Inc. is a Delaware corporation that is currently
inactive.
04 Oxford Tire Recycling, Inc.
Address: One Energy Plaza
Jackson, Michigan 49201
Oxford Tire Recycling, Inc. is a Delaware corporation that is currently
inactive.
04 Scudder Latin America Power I-C LDC (25%)
Address: 345 Park Avenue
New York, New York 10154-0010
Scudder Latin America Power I-C LDC is a Cayman Islands corporation formed
for the purposes of an Investment Fund to invest (primarily passively) in
electric generating facilities and the electric infrastructure in Latin
America and the Caribbean.
04 **Taweelah A2 Operating Company
Address: One Energy Plaza
Jackson, Michigan 49201
Taweelah A2 Operating Company is a Michigan corporation formed to operate
the Taweelah A2 project through a branch office in Abu Dhabi, United Arab
Emirates.
16
03 CMS International Ventures, L.L.C. (40.47%)
Address: One Energy Plaza
Jackson, Michigan 49201
CMS International Ventures, L.L.C. is a Michigan limited liability company,
formed to own, manage and sell certain of CMS Energy's international
investments.
04 CMS Electric & Gas, L.L.C.
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Electric & Gas, L.L.C. is a Michigan limited liability company. CMS
International Distribution LLC and CMS Electric and Gas Company merged in
December 2002 to form CMS Electric & Gas, L.L.C.
05 CMS Comercialzadora de Energia Ltda. (99.99%)
05 CMS Distribuidora Ltda. (99.99%)
06 CMS Participacoes Ltda. (99.99%)
07 Agropecuaria Turvinho Ltda. (.01%)
07 **Companhia Paulista de Energia Eletrica (CPEE) a Brazilian corporation
(94.01%)
08 Agropecuaria Turvinho Ltda. (99.99%)
08 **Companhia Sul Paulista de Energia Eletrica (CSPE), a Brazilian
corporation (88.63%)
09 **Companhia Jaguari de Energia S.A. (CJE), a Brazilian corporation
10 **Compania Luz e Forca de Mococo SA (CLFM)
10 CPEE Equipamentos Eletricos e Servicos Ltda. (99.86%)
09 Paulista Lajeado Energia SA (7%)
08 Companhia Nova Paulista de Energia
05 CMS Electric and Gas Sucursal (branch) Argentina
05 CMS Empreendimentos Ltda (99.99%)
17
05 CMS Venezuela S.A.
06 **Sistema Electrico del Estado Nueva Esparta C.A. (SENECA) (52.37%)
05 ENELMAR, SA
06 **Sistema Electrico del Estado Nueva Esparta C.A. (SENECA) (33.34%)
04 CMS Gas Transmission del Sur Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Gas Transmission del Sur Company is a Cayman Islands corporation and
holds a portion of CMS Energy's interest in the GasAtacama project.
05 CMS Atacama Company
05 Compania de Inversiones CMS Energy-Chile Ltda (60%)
06 GasAtacama S.A. (.001%)
07 Atacama Finance Co
07 Energex Co
07 **GasAtacama Generacion S.A. (99.90%)
08 Progas S.A. (.1%)
08 CDEC-SING Limitada (14.29%)
07 Gasoducto Atacama Argentina S.A. (99.9%)
08 Gasoducto Taltal Ltda (.1%)
07 Gasoducto Atacama Chile S.A. (99.90%)
08 Gasoducto Taltal Ltda (99.9%)
08 Progas S.A. (99.9%)
06 **GasAtacama Generacion S.A. (.05%)
06 Gasoducto Atacama Argentina S.A. (.05%)
06 Gasoducto Atacama Chile S.A. (.05%)
18
06 Inversiones Gas Atacama Holding Ltda (36.06%)
07 GasAtacama S.A. (99.998%)
05 Inversiones Gas Atacama Holding Ltda (13.94%)
04 CMS Generation Investment Company III
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Investment Company III is a Cayman Islands corporation
formed to have an ownership interest in certain Indian power generation
projects.
05 CMS Energy Mauritius Limited
06 TN LNG & Power Co. Pvt. Ltd. (India) (TIDCO) (26.67%)
05 CMS Generation Jegurupadu I Limited Duration Company (99%)
06 Jegurupadu O&M Company Mauritius (50%)
07 *Jegurupadu Operating & Maintenance Company (60%)
05 CMS Generation Jegurupadu II Limited Duration Company (99%)
06 Jegurupadu O&M Company Mauritius (50%)
07 *Jegurupadu Operating & Maintenance Company (60%)
05 CMS Generation Neyveli Ltd. (100%)
06 *ST-CMS Electric Company Pvt. Ltd. (50%)
06 ST-CMS Electric Company (Mauritius) (41.5%)
05 Jegurupadu CMS Generation Company Ltd.
06 *GVK Industries Ltd. (23.75%)
04 CMS Generation Investment Company V
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Generation Investment Company V is a Cayman Islands corporation formed
to separate projects on a regional basis in order to provide CMS Energy
more liability protection.
19
05 Compania de Inversiones CMS Energy Chile Limitada (40%)
05 Scudder Latin American Power I-P L.D.C. (25%)
05 Scudder Latin American Power II-P L.D.C. (4%)
04 CMS Generation, S.R.L. (99.99%)
Address: Edificio Torre Catalinas Plaza, Ing. Enrique Butty 220
8 Piso (Av. E. Madero Alt. 800/900) (1300)
Buenos Aires, Argentina
CMS Generation, S.R.L. is an Argentine corporation formed to invest in a
hydroelectric power concession in Argentina.
05 Hidroinvest S.A. (25%)
06 *Hidroelectrica El Chocon S.A. (59%)
04 **CMS Operating, S.R.L. (99.999%)
Address: Edificio Torre Catalinas Plaza, Ing. Enrique Butty 220
8 Piso (Av. E. Madero Alt. 800/900) (1300)
Buenos Aires, Argentina
CMS Operating, S.R.L. is an Argentine corporation created to have a 80.55%
interest (through its subsidiary Cuyana de Inversiones, S.A.) in the
Centrales Termicas Mendoza, S.A. partnership. Centrales Termicas Mendoza,
S.A. was formed to acquire, own and operate the Lujan de Cuyo and Cruz de
Piedra power plants in Argentina.
05 *CMS Ensenada S.A. (99%)
05 Cuyana S.A. de Inversiones (99%)
06 Centrales Termicas Mendoza, S.A. (92.6%)
05 Transportadora de Gas del Mercosur (Argentina) (20%)
05 CMS Luxembourg SARL
06 Valandrid BV
20
03 CMS Land Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Land Company is a Michigan corporation formed to act as a repository
for any unused real property formerly owned by Consumers Energy Company,
and hold the same for possible non-utility development.
03 CMS Special Member Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Special Member Company is a Delaware corporation which is a special
member of: CMS Energy Investment L.L.C.
03 CMS Energy Resource Management Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Energy Resource Management Company (CMS ERM) is a Michigan corporation
concentrating on the purchase and sale of energy commodities in support of
CMS Energy's generating facilities.
04 CMS Viron Corporation
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Viron Corporation is a Missouri corporation formed to provide services
in the area of energy usage analysis and the engineering and implementation
of energy conservation measures.
04 CMS ERM Michigan LLC
Address: One Energy Plaza
Jackson, Michigan 49201
CMS ERM Michigan LLC is a Michigan limited liability company formed for the
sole purpose of taking an assignment of the Ford/Rouge Electricity Sales
Agreements from Dearborn Industrial Generation L.L.C. and to perform those
contracts. CMS ERM Michigan LLC was formerly known as CMS MS&T Michigan
L.L.C.
21
04 Dorman Energy, L.L.C. (49%)
Address: One Energy Plaza
Jackson, Michigan 49201
Dorman Energy, L.L.C. is a Michigan limited liability company formed as a
partner with a minority controlled energy business to pursue minority
set-aside energy contracts.
03 CMS Resource Development Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Resource Development Company is a Michigan corporation formed to pursue
and develop various power sources outside the United States.
03 CMS Texas LLC
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Texas LLC is a Texas limited liability company formed to conduct
business activities in Texas.
03 Explotaciones CMS Oil and Gas Company
Address: One Energy Plaza
Jackson, Michigan 49201
Explotaciones CMS Oil and Gas Company is a Delaware corporation and
currently inactive.
22
02 CONSUMERS ENERGY COMPANY
Address:
One Energy Plaza
Jackson, Michigan 49201
The consolidated operations of Consumers Energy Company ("Consumers")
account for the largest share of CMS Energy's total assets and income and
account for a substantial portion of its revenues. The name, state of
organization and nature of business of Consumers' subsidiaries are
described below:
03 CMS Engineering Co.
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Engineering Co. is a Michigan corporation engaged in offering design,
engineering, project management and related construction services to
natural gas utilities, natural gas exploration and production companies,
and other energy businesses.
03 CMS Midland Holdings Company
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Midland Holdings Company is a Michigan corporation involved as a
Limited Partner in the First Midland Limited Partnership, a Delaware
limited partnership that leases assets to the Midland Cogeneration Venture
Limited Partnership, a Michigan limited partnership.
03 CMS Midland, Inc.
Address: One Energy Plaza
Jackson, Michigan 49201
CMS Midland, Inc. is a Michigan corporation involved as a 49% General
Partner in the Midland Cogeneration Venture Limited Partnership, a Michigan
limited partnership.
03 Consumers Campus Holdings, LLC
Address: One Energy Plaza
Jackson, Michigan 49201
Consumers Campus Holdings, LLC is a Michigan limited liability company
formed for the purpose of being the lessee in the synthetic lease financing
of the new Consumers Energy Company office building located in downtown
Jackson, Michigan.
23
03 Consumers Funding LLC
Address: One Energy Plaza
Jackson, Michigan 49201
Consumers Funding LLC is a Delaware limited liability company formed for
the purpose of acting as issuer of securitization bonds and assignee of
property transferred by Consumers.
03 Consumers Nuclear Services LLC
Address: One Energy Plaza
Jackson, Michigan 49201
Consumers Nuclear Services LLC is a Michigan corporation formed for the
purpose of holding the 20% member interest in Nuclear Management Company
LLC.
04 Nuclear Management Company LLC (20%)
Address: 700 First Street
Hudson, Wisconsin 54016
Nuclear Management Company LLC is a Wisconsin limited liability company
formed to enhance reliability, continue safe operation, and pursue overall
excellence, in nuclear power operations, as well as to identify
efficiencies in the provision of operating services to nuclear facilities.
03 Consumers Receivables Funding, LLC
Address: One Energy Plaza
Jackson, Michigan 49201
Consumers Receivables Funding, LLC is a Delaware limited liability company
formed for the purpose of buying certain accounts receivable from Consumers
Energy Company and selling them to a third party.
03 Consumers Receivables Funding II LLC
Address: One Energy Plaza
Jackson, Michigan 49201
Consumers Receivables Funding II LLC is a Delaware limited liability
company that buys certain accounts receivable from Consumers Energy Company
and sells them to a third party.
24
04 Consumers Saginaw Investments, L.L.C.
Address: One Energy Plaza
Jackson, Michigan 49201
Consumers Saginaw Investments, L.L.C., a Michigan limited liability
company, was formed to finance a substation and related facilities in
Saginaw.
03 ES Services Company
Address: One Energy Plaza
Jackson, Michigan 49201
ES Services Company is a Michigan corporation formed for the purpose of
offering design, engineering, project management and related services
primarily to electric utilities and generation facilities.
03 MEC Development Corp.
Address: One Energy Plaza
Jackson, Michigan 49201
MEC Development Corp. is a Michigan corporation that previously held assets
transferred to, and was holder of certain bonds issued by, the Midland
Cogeneration Venture Limited Partnership, a Michigan limited partnership.
25
02 DEARBORN INDUSTRIAL ENERGY, L.L.C.
Address:
One Energy Plaza
Jackson, Michigan 49201
03 *Dearborn Industrial Generation, L.L.C.
26
2. A BRIEF DESCRIPTION OF THE PROPERTIES OF CLAIMANT AND EACH OF ITS SUBSIDIARY
PUBLIC UTILITY COMPANIES USED FOR THE GENERATION, TRANSMISSION AND DISTRIBUTION
OF ELECTRIC ENERGY FOR SALE, OR FOR THE PRODUCTION, TRANSMISSION AND
DISTRIBUTION OF NATURAL OR MANUFACTURED GAS, INDICATING THE LOCATION OF
PRINCIPAL GENERATING PLANTS, TRANSMISSION LINES, PRODUCING FIELDS, GAS
MANUFACTURING PLANTS, AND ELECTRIC AND GAS DISTRIBUTION FACILITIES, INCLUDING
ALL SUCH PROPERTIES WHICH ARE OUTSIDE THE STATE IN WHICH CLAIMANT AND ITS
SUBSIDIARIES ARE ORGANIZED AND ALL TRANSMISSION OR PIPELINES WHICH DELIVER OR
RECEIVE ELECTRIC ENERGY OR GAS AT THE BORDERS OF SUCH STATE.
Claimant has no directly owned properties used for such purposes. Claimant's
subsidiary, Consumers Energy Company ("Consumers") is a public utility. Its
property and facilities used for the above-described purposes are located within
the State of Michigan and are described below.
(1) ELECTRIC PROPERTIES
Consumers' electric generation is supplied by the following plants:
2004 2004
SIZE AND YEAR SUMMER NET DEMONSTRATED NET GENERATION
NAME AND LOCATION (MICHIGAN) ENTERING SERVICE CAPABILITY (KWS) (THOUSANDS OF KWHS)
-------------------------------- -------------------- ----------------------- -------------------
Coal Generation
J H Campbell 1&2 - West Olive 2 Units, 1962-1967 615,000 4,052,510
J H Campbell 3 - West Olive 1 Unit, 1980 765,140(a) 4,894,883
D E Karn - Essexville 2 Units, 1959-1961 515,000 3,372,548
B C Cobb - Muskegon 2 Units, 1956-1957 312,000 2,092,083
J R Whiting - Erie 3 Units, 1952-1953 328,000 2,457,992
J C Weadock - Essexville 2 Units, 1955-1958 302,000 1,939,519
TOTAL COAL GENERATION 2,837,140 18,809,535
--------- ----------
Oil/Gas Generation
B C Cobb - Muskegon 3 Units, 1999-2000(b) 183,000 0
D E Karn - Essexville 2 Units, 1975-1977 1,276,000 223,510
TOTAL OIL/GAS GENERATION 1,459,000 223,510
--------- ----------
27
Hydroelectric
Conventional Hydro Generation 13 Plants, 1907-1949 73,540 445,076
Ludington Pumped Storage 6 Units, 1973 954,700(c) (538,448)(d)
TOTAL HYDROELECTRIC 1,028,240 (93,372)
--------- ----------
Nuclear Generation
Palisades - South Haven 1 Unit, 1971 767,000 5,335,635
TOTAL NUCLEAR GENERATION 767,000 5,335,635
--------- ----------
Gas/Oil Combustion Turbine
Generation 7 Plants, 1966-1999 345,000 8,498
TOTAL GAS/OIL COMBUSTION TURBINE 345,000 8,498
--------- ----------
TOTAL OWNED GENERATION 6,436,380 24,283,806
--------- ==========
Purchased and Interchange
Power Capacity 2,478,400(e)
---------
TOTAL 8,914,780
(a) Represents Consumers' share of the capacity of the J H Campbell 3, net of
6.69 percent (ownership interests of the Michigan Public Power Agency and
Wolverine Power Supply Cooperative, Inc.).
(b) Cobb 1-3 are retired coal fired units that were converted to gas fired.
Units were placed back into service in the years indicated.
(c) Represents Consumers' share of the capacity of Ludington. Consumers and
Detroit Edison have 51 percent and 49 percent undivided ownership,
respectively, in the plant.
(d) Represents Consumers' share of net pumped storage generation. This facility
electrically pumps water during off-peak hours for storage to later
generate electricity during peak-demand hours.
(e) Includes 1,240 MW of purchased contract capacity from the MCV Facility.
28
Consumers' electric high voltage distribution and distribution lines are located
on or under public highways, streets, alleys and lands, or on or under private
land pursuant to easements or other rights. Consumers' high voltage distribution
system consists of 356 miles of 138 kV high voltage distribution radial lines as
well as 4,178 structural miles of overhead and 17 subsurface miles of
underground 23 kV and 46 kV high voltage distribution lines. The distribution
system consists of 55,157 structural miles of overhead lines and 8,896
subsurface miles of underground lines.
Consumers owns substations having an aggregate transformer capacity of
20,787,500 kilovoltamperes.
Consumers is interconnected to METC, LLC. METC, LLC is interconnected with
neighboring utilities as well as out-state transmission systems.
(2) Gas Properties
Consumers' gas distribution and transmission system consists of 25,756
miles of distribution mains and 1,642 miles of transmission lines throughout
Michigan's lower peninsula. It owns and operates seven compressor stations with
a total of 162,000 installed horsepower. Consumers has 15 gas storage fields
located across Michigan with an aggregate storage capacity of 307.9 bcf.
29
3. THE FOLLOWING INFORMATION FOR THE LAST CALENDAR YEAR WITH RESPECT TO
CLAIMANT AND EACH OF ITS SUBSIDIARY PUBLIC UTILITY COMPANIES:
ELECTRIC ENERGY
(A) NUMBER OF KWH OF ELECTRIC ENERGY SOLD AT RETAIL OR WHOLESALE.
SUBSIDIARY kWh
---------- --------------
Consumers Energy Total 35,980,746,848
CMS ERM Total 2,519,951,000
--------------
Total Electric Energy Sold at Retail or Wholesale 38,500,697,848
==============
(B) NUMBER OF KWH OF ELECTRIC ENERGY DISTRIBUTED AT RETAIL OUTSIDE MICHIGAN.
SUBSIDIARY kWh
---------- ---
Consumers Energy Total 0
CMS ERM Total 0
---
Total Electric Energy Distributed Outside of the
State of Michigan 0
===
(C) NUMBER OF KWH OF ELECTRIC ENERGY SOLD AT WHOLESALE OUTSIDE MICHIGAN OR AT
MICHIGAN'S STATE LINE.
SUBSIDIARY kWh
---------- -------------
Consumers Energy Total 1,692,728,000
CMS ERM Total 463,337,000
-------------
Total Electric Energy Sold at Wholesale Outside the
State of Michigan or at Michigan's State Line. 2,156,065,000
=============
30
(D) NUMBER OF KWH OF ELECTRIC ENERGY PURCHASED OUTSIDE MICHIGAN OR AT
MICHIGAN'S STATE LINE.
SUBSIDIARY kWh
---------- -------------
Consumers Energy Total 942,948,000
CMS ERM Total 1,068,482,000
-------------
Total Electric Energy Purchased Outside of Michigan 2,011,430,000
=============
NATURAL GAS
The following information represents natural gas only. CMS Energy does not deal
with or in manufactured gas.
(A) NUMBER OF MCF OF NATURAL GAS DISTRIBUTED AT RETAIL.
SUBSIDIARY Mcf
---------- -----------
Consumers Energy Total 246,414,000
CMS ERM Total 132,644
-----------
Total Natural Gas Distributed at Retail 246,546,644
===========
(B) NUMBER OF MCF OF NATURAL GAS DISTRIBUTED AT RETAIL OUTSIDE MICHIGAN.
SUBSIDIARY Mcf
---------- ---
Consumers Energy Total 0
CMS ERM Total 0
---
Total Natural Gas Distributed at Retail
Outside the State of Michigan 0
===
31
(C) NUMBER OF MCF OF NATURAL GAS SOLD AT WHOLESALE OUTSIDE MICHIGAN OR AT
MICHIGAN'S STATE LINE.
SUBSIDIARY Mcf
---------- ----------
Consumers Energy Total 0
CMS ERM Total 21,985,836
----------
Total Natural Gas Sold at Wholesale Outside Michigan or at
Michigan's State Line. 21,985,836
==========
(D) NUMBER OF MCF OF NATURAL GAS PURCHASED OUTSIDE MICHIGAN.
SUBSIDIARY Mcf
---------- -----------
Consumers Energy Total 249,781,000
CMS ERM Total 21,991,302
-----------
Total Natural Gas Purchased Outside of Michigan 271,772,302
===========
32
4. THE FOLLOWING INFORMATION FOR THE REPORTING PERIOD WITH RESPECT TO CLAIMANT
AND EACH INTEREST IT HOLDS DIRECTLY OR INDIRECTLY IN AN EWG OR A FUCO,
STATING MONETARY AMOUNTS IN UNITED STATES DOLLARS:
(a) Name, location, business address and description of the facilities used by
the EWG or FUCO for the generation, transmission and distribution of
electric energy for sale or for the distribution at retail of natural or
manufactured gas;
(b) Name of each system company that holds an interest in such EWG or FUCO; and
description of the interest held;
(c) Type and amount of the capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or FUCO by the holding company claiming exemption; and
any debt or other financial obligation for which there is recourse,
directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or FUCO;
(d) Capitalization and earnings of the EWG or FUCO during the reporting period;
and
(e) Identify any service, sales or construction contract(s) between the EWG or
FUCO and a system company, and describe the services to be rendered or
goods sold and fees or revenues under such agreement(s).
CMS ENERGY'S EWGs AND FUCOs
As of December 31, 2004, CMS Energy had interests in 23 EWGs and 9 FUCOs:
EXEMPT WHOLESALE GENERATORS:
1. CENTRALES TERMICAS MENDOZA, S.A. ("CTM")
(a) Centrales Termicas Mendoza, S.A.
Edificio torre Catalinas Plaza
Ing. Butty 220, 8th Floor
Buenos Aires, Argentina
Centrales Termicas Mendoza, S.A., an Argentine company, is the owner of a
540 MW facility in Lujon de Cuyo and a 15 MW generating unit in Cruz de
Piedra, both located in Mendoza.
CMS Enterprises Company owns 40.47%, CMS Gas Transmission Company owns
37.01% and CMS Generation Co. owns 21.02% of CMS International Ventures,
L.L.C. CMS International Ventures,
33
L.L.C. owns 99.999% of CMS Operating, S.R.L., which owns 99% of Cuyana S.A.
de Inversiones. Cuyana S.A. de Inversiones owns 92.6% of CTM. See Exhibit
B.
(c) As of December 31, 2004, CMS Enterprises has invested approximately $50
million in CTM, through its subsidiaries, CMS Operating S.R.L. and Cuyana
de Inversiones S.A.
(d) Capitalization at 12/31/04 (000s)
---------
Shareholder's Equity $ 41,612
Irrevocable Contributions $ 122,944
Currency Translation Adjustment $(125,768)
Retained Earnings $ 12,050
Total Capitalization $ 50,883
Net Income (Loss) for the period ended 12/31/04 $ 9,000
(e) As of December 31, 2004, Centrales Termicas Mendoza, S.A., had a Contract
of Operation with CMS Operating S.R.L. This is a consulting contract in
connection with the operation and maintenance of the facility. In 2004,
total fees earned from the contract were $834,281.
2. CENTRALES TERMICAS SAN NICOLAS, S.A. ("CTSN")
(a) Centrales Termicas San Nicolas, S.A.
Rivadavia S/N
2900 San Nicolas
Prov. Buenos Aires, Argentina
CTSN, an Argentine company, is owner and operator of a 650 MW power plant
located in San Nicolas, Argentina, north of Buenos Aires, Argentina. The
five-unit plant can be fueled by coal, petroleum coke, oil or natural gas.
CMS Generation Co. holds a 0.016% indirect ownership interest in CTSN.
(b) CMS Generation Co. has .1% interest in CMS Generation San Nicolas Company,
which has a .1% interest in Inversora San Nicolas, S.A, which owns 88%
interest in CTSN. The remaining 12% interest is held by the Argentine
government on behalf of the facility's employees. See Exhibit B.
On July 7, 1995, AES Argentina, Inc. purchased a 99.9% ownership interest
in CMS Generation San Nicolas Company, represented by 9,990 newly issued
shares, leaving CMS Generation Co. with a 0.016% indirect ownership
interest in CTSN.
(c) As of December 31, 2004, CMS Generation San Nicolas Company had invested
approximately $4.2 million of equity in CTSN.
(d) Capitalization at 12/31/04
Bank Loans (000s)
-----
Long Term Debt (Partners Loans) $*
Shareholder's Equity $*
Total Capitalization $*
Net Income (Loss) for the period ended 12/31/04 $*
34
* As stated in Claimant's Form U-3A-2 filed February 29, 1996, due to the
nominal interest (.016%) of CTSN indirectly owned by CMS Generation Co.,
capitalization and earnings information of CTSN continues to be
unavailable.
(e) N/A
3. CMS DISTRIBUTED POWER, L.L.C.
(a) CMS Distributed Power, L.L.C. ("CDP")
One Energy Plaza
Jackson, Michigan 49201
CDP, a Michigan limited liability company, owns a 3.0 MW generator facility
located in Zilwaukee, Michigan.
(b) CMS Enterprises Company owns 100% of CDP. See Exhibit B.
(c) As of December 31, 2004 CMS Enterprises Company has invested approximately
$7.7 million of capital in CDP.
(d) Capitalization at 12/31/04
(000s)
------
Long Term Debt (Partners Loans) $ 0
Shareholder's Equity $3,063
Total Capitalization $3,063
Net Income (Loss) for the period ended 12/31/04 $ (90)
(e) N/A
4. CMS ENSENADA S.A. ("ENSENADA")
(a) CMS Ensenada S.A.
Edificio Torre Catalinas Plaza
Ing. Butty 220 8th Floor
(1101) Buenos Aires, Argentina
Ensenada, an Argentine company, is the owner of a 128 MW natural gas-fired
power plant, located on the grounds of YPF S.A.'s La Plata oil refinery,
located in the province of Buenos Aires, Argentina.
(b) CMS Operating S.R.L. owns 99% and CMS Generation Holdings Company owns 1%
of CMS Ensenada S.A. See Exhibit B.
(c) As of December 31, 2004, CMS Operating S.R.L. has invested approximately
$42 million of equity in Ensenada.
35
(d) Capitalization at 12/31/04 (000s)
--------
Shareholder's Equity $ 39,118
Currency Translation Adjustment $(53,879)
Irrevocable Contribution $ 12
Retained Earnings $ 3,189
Total Capitalization $ 11,560
Net Income (Loss) for the period ended 12/31/04 $ 3,713
(e) As of December 31, 2004, CMS Ensenada S.A. maintains a 7-year Operating and
Maintenance Agreement with CMS Operating S.R.L. to operate and maintain the
La Plata cogeneration plant. This agreement took effect in 1997. In 2004,
total fees earned were $231,143.
5. CMS (INDIA) OPERATIONS & MAINTENANCE COMPANY PRIVATE LIMITED ("CMS
(INDIA)")
(a) CMS (India) Operations & Maintenance Company Private Limited
F-40 N.D.S.E. Part 1
New Delhi - 110 149
India
CMS (India), an Indian company, is the operator of a 250MW lignite-fired
power station located in Neyveli, Tamil Nadu, India. The plant is a 50%-50%
joint venture between CMS Generation Neyveli Ltd and ABB Power Investment
(India) B.V. The plant achieved commercial operation on December 15, 2002.
(b) CMS International Operating Company owns 99% and CMS Generation Co. owns 1%
of CMS (India). See Exhbit B.
(c) As of December 31, 2004, CMS International Operating Company has invested
approximately $55,000 of equity in CMS (India).
(d) Capitalization at 12/31/04 (000s)
------
Shareholder's Equity $263
Net Income (Loss) for the period ended 12/31/04 $834
(e) As of December 31, 2004 CMS (India) O & M Private Ltd has an operating
maintenance agreement with ST-CMS, effective November 15, 1999. In 2004,
fees earned totaled $1.4 million.
36
6. CMS GENERATION MICHIGAN POWER LLC
(a) CMS Generation Michigan Power LLC
One Energy Plaza
Jackson, Michigan 49201
CMS Generation Michigan Power LLC, a Michigan limited liability company,
owns a 68 MW natural gas-fired peaking facility located in Comstock,
Michigan and a 132 MW natural gas-fired peaking facility located in
Gaylord, Michigan.
(b) CMS Generation Co. owns 100% of CMS Generation Michigan Power LLC. See
Exhibit B.
(c) As of December 31, 2004, CMS Generation Co. had a net investment of
approximately $5 million of equity in CMS Generation Michigan Power LLC.
(d) Capitalization at 12/31/04 (000s)
-------
Shareholder's Equity $ 4,911
Net Income (Loss) for the period ended 12/31/04 $(2,282)
(e) As of December 31, 2004, CMS Generation Michigan Power LLC had an Operating
and Maintenance Agreement with CMS Generation Operating Company. In 2004,
there were no fees from the agreement.
7. CMS GENERATION OPERATING COMPANY
(a) CMS Generation Operating Company
One Energy Plaza Jackson,
Michigan 49201
CMS Generation Operating Company, a Michigan corporation, is the operator
of a 68 MW natural gas-fired peaking facility located in Comstock,
Michigan, a 132 MW natural gas-fired peaking facility located in Gaylord,
Michigan, a 36 MW wood-fueled facility located in Grayling, Michigan, a 30
MW wood-fueled facility located near Wendel, California, and a 26 MW
tire-fueled facility located in Sterling, Connecticut.
(b) CMS Generation Co. owns 100% of CMS Generation Operating Company. See
Exhibit B.
(c) As of December 31, 2004, CMS Generation Co. had invested approximately $3.6
million in CMS Generation Operating Company.
(d) Capitalization at 12/31/04 (000s)
------
Shareholder's Equity $3,599
Net Income (Loss) for the period ended 12/31/04 $ 391
37
(e) As of December 31, 2004, CMS Generation Operating Company had Operating and
Maintenance Agreements with CMS Generation Michigan Power LLC, Exeter
Energy Limited Partnership, Grayling Generating Station Limited
Partnership, and HL Power Company. In 2004, there were approximately $425
thousand in fees earned from the agreement with Grayling Generating Station
Limited Partnership and $189 thousand in fees earned from the agreement
with HL Power Company. There were no fees earned from the agreements with
Exeter Energy Limited Partnership or CMS Generation Michigan Power LLC.
8. CMS INTERNATIONAL OPERATING COMPANY
(a) CMS International Operating Company
c/o Maples and Calder
Ugland House
P.O. Box 309, South Church Street
George Town, Cayman Islands, British West Indies
CMS International Operating Company is a Cayman Islands company that was
formed to own and control project operating and maintenance companies.
(b) CMS Generation Co. owns 100% of CMS International Operating Company. See
Exhibit B.
(c) As of December 31, 2004, CMS Generation Co. had invested approximately
$31.3 million in CMS International Operating Company.
(d) Capitalization at 12/31/04 (000s)
-------
Shareholder's Equity $31,261
Net Income (Loss) for the period ended 12/31/04 $ 5,995
(e) NA
9. CMS MOROCCO OPERATING CO., SCA ("CMS MOROCCO")
(a) CMS Morocco Operating Co., SCA
BP 99 Sidi Bouzid
El Jadida
Morocco
CMS Morocco, a Moroccan company, operates two 330 MW electric generating
plants and two additional 348 MW electric generating plants at the port of
Jorf Lasfar on the Atlantic coast of Morocco.
(b) Jorf Lasfar Aktiebolag, CMS Generation Co., CMS International Operating
Company, and CMS Generation Jorf Lasfar III Limited Duration Company own
99.7%, 0.1%, 0.1%, and 0.1%, respectively, of CMS Morocco. See Exhibit B.
38
(c) As of December 31, 2004, Jorf Lasfar Aktiebolag, CMS Generation Investment
Company I, CMS International Operating Company, and CMS Generation Jorf
Lasfar III Limited Duration Company, had a net investment of approximately
$4.2 million of equity in CMS Morocco.
(d) Capitalization at 12/31/04 (000s)
------
Shareholder's Equity $4,240
Net Income (Loss) for the period ended 12/31/04 $3,415
(e) N/A
10. DEARBORN GENERATION OPERATING, L.L.C. ("DEARBORN GENERATION OPERATING")
(a) Dearborn Generation Operating, L.L.C.
One Energy Plaza
Jackson, Michigan 49201
Dearborn Generation Operating, a Michigan limited liability company, is the
operator of a 155 MW natural gas-fired facility and an approximately 550 MW
natural gas-fired facility located in Dearborn, Michigan.
(b) CMS Generation Co. owns 100% of Dearborn Generation Operating. See Exhibit
B.
(c) As of December 31, 2004, CMS Generation Co. had invested $5.2 million in
Dearborn Generation Operating.
(d) Capitalization at 12/31/04 (000s)
------
Shareholder's Equity $5,206
Net Income (Loss) for the period ended 12/31/04 $ 666
(e) As of December 31, 2004, Dearborn Generation Operating had an operating and
maintenance agreement with Dearborn Industrial Generation. In 2004 the
total fees earned were $618,864.
11. DEARBORN INDUSTRIAL GENERATION, L.L.C. ("DEARBORN INDUSTRIAL GENERATION")
(a) Dearborn Industrial Generation, L.L.C.
One Energy Plaza
Jackson, Michigan 49201
Dearborn Industrial Generation, a Michigan limited liability company, is
the owner of a 155 MW natural gas-fired facility and an approximately 550
MW natural gas-fired facility located in Dearborn, Michigan.
(b) Dearborn Industrial Energy, L.L.C. owns 100% of Dearborn Industrial
Generation. See Exhibit B.
(c) As of December 31, 2004, CMS Energy had invested $562 million in Dearborn
Industrial Generation. In 2002, this investment was written down to $460
million.
39
(d) Capitalization at 12/31/04 (000s)
-------
Shareholder's Equity $16,931
Net Income (Loss) for the period ended 12/31/04 $ 2,403
(e) As of December 31, 2004, Dearborn Generation Operating LLC had an operating
and maintenance agreement with Dearborn Industrial Generation. In 2004,
total fees were $618,864.
12. EXETER ENERGY LIMITED PARTNERSHIP
(a) Exeter Energy Limited Partnership
One Energy Plaza
Jackson, Michigan 49201
Exeter Energy Limited Partnership, a Connecticut limited partnership, owns
a 26 MW waste tire-fired facility located in Sterling, Connecticut.
(b) CMS Generation Co., Exeter Management Company and Oxford/CMS Development
L.P. own 50%, 2% and 48%, respectively, of Exeter Energy Limited
Partnership. See Exhibit B.
(c) As of December 31, 2004, CMS Generation Co. had a net investment of
approximately $15 million in Exeter Energy Limited Partnership.
(d) Capitalization at 12/31/04 (000s)
-------
Shareholder's Equity $15,342
Net Income (Loss) for the period ended 12/31/04 $(1,693)
(e) As of December 31, 2004, Exeter Energy Limited Partnership had an Operating
and Maintenance Agreement with CMS Generation Operating Company. In 2004,
there were no fees earned from the agreement.
13. GVK INDUSTRIES LIMITED ("GVK")
(a) GVK Industries Limited
Road No. 1
Banjara Hills, Hyderabad
India
GVK, an Indian company, is owner of a 235 MW electric generating plant
located in Jegurupadu, Andra Pradesh, India.
(b) Jegurupadu CMS Generation Company Limited, owns 23.75% of GVK. See Exhibit
B.
(c) As of December 31, 2004, Jegurupadu CMS Generation Company Limited had
invested $33.6 million of equity in GVK, directly and indirectly through
Classic Investment I and Classic Investment II.
40
(d) Capitalization at 12/31/04 (000s)
--------
Shareholder's Equity $103,799
LT Liabilities $ 54,246
Total Capitalization $158,045
Net Income (Loss) for the period ended 12/31/04 $ 10,537
(e) As of December 31, 2004, GVK had a restated 10-year Operation and
Maintenance Agreement with Jegurupadu Operating, which became effective on
the commercial operation date of the steam turbine unit. In 2004, total
fees earned from the agreement were approximately $1 million.
14. HIDROELECTRICA EL CHOCON, S.A. ("HIDROELECTRICA")
(a) Hidroelectrica El Chocon, S.A.
Avenida Espana
3301 Capital Federal, Argentina
Hidroelectrica, an Argentine company, holds a thirty-year concession to
operate two hydroelectric power plants located 26 kilometers apart on the
Limay River in Western Argentina. These plants have a total generating
capacity of 1,320 MW.
(b) CMS Generation Co. owns 2.48% of Hidroelectrica and Hidroinvest, S.A. owns
59% of Hidroelectrica. See Exhibit B.
(c) As of December 31, 2004, CMS Generation S.R.L. has invested approximately
$11.6 million of equity in Hidroelectrica. CMS Generation S.R.L.'s net
investment in Hidroelectrica was written down to $0 due to the economic
conditions in Argentina, which resulted in a negative Currency Translation
Adjustment.
(d) Capitalization at 12/31/04 (000s)
------
Bank Loans $*
Shareholder's Equity $*
Currency Translation Adjustment $*
Total Capitalization $*
Net Income (Loss) for the period ended 12/31/04 $*
* Because CMS Generation S.R.L. wrote down its net investment in
Hidroelectrica, it no longer accounts for its equity interest and therefore
financial information is unavailable.
(e) N/A
15. JAMAICA PRIVATE POWER COMPANY LIMITED ("JAMAICA PRIVATE POWER")
(a) Jamaica Private Power Company Limited
100 Windward Road
Kingston 2
Jamaica, W.I.
41
Jamaica Private Power, a Jamaican company, is the owner of a 65 MW electric
generating facility in Rockfort, Kingston, Jamaica.
(b) HCE-Rockfort Diesel, Inc. owns 45.07 % of Jamaica Private Power. See
Exhibit B.
(c) As of December 31, 2004 HCE-Rockfort Diesel, Inc. had invested
approximately $34.3 million in Jamaica Private Power.
(d) Capitalization at 12/31/04 (000s)
-------
Shareholder's Equity $62,565
Long-Term Debt $45,562
Net Income (Loss) for the period ended 12/31/04 $ 6,832
(e) As of December 31, 2004, Jamaica Private Power had an operating agreement
with Private Power. In 2004, total fees earned from the agreement were
$465,384.
16. JEGURUPADU OPERATING AND MAINTENANCE COMPANY ("JEGURUPADU OPERATING")
(a) Jegurupadu Operating and Maintenance Company
F-40, N.D.S.E., Part I
New Delhi 110 149
India
Jegurupadu Operating, a Mauritius company, is the operator of a 235 MW
electric generating plant located in Jegurupadu, Andra Pradesh, India. The
plant is owned by GVK Industries Limited.
(b) Jegurupadu O&M Company Mauritius, owns 60% of Jegurupadu Operating. See
Exhibit B.
(c) As of December 31, 2004, Jegurupadu O&M Company Mauritius had invested
approximately $5.1 million of equity in Jegurupadu Operating.
(d) Capitalization at 12/31/04 (000s)
------
Shareholder's Equity $1,291
Net Income (Loss) for the period ended 12/31/04 $ 659
(e) As of December 31, 2004, GVK Industries Limited had a restated 10-year
Operation and Maintenance Agreement with Jegurupadu Operating, which became
effective on the commercial operation date of the steam turbine unit. In
2004, total fees earned from the agreement were approximately $1 million.
42
17. JORF LASFAR ENERGY COMPANY SCA ("JORF LASFAR")
(a) Jorf Lasfar Energy Company SCA
BP 99 Sidi Bouzid
El Jadida
Morocco
Jorf Lasfar, a Moroccan company, operates through a subcontractor, CMS
Morocco Operating Co., S.C.A., four 330 MW electric generating plants
located at the port of Jorf Lasfar on the Atlantic coast of Morroco.
(b) Jorf Lasfar Energiaktiebolag, Jorf Lasfar Power Energy Aktiebolag, and Jorf
Lasfar Handelsbolag, own 25%, 23% and 2%, respectively, of Jorf Lasfar. See
Exhibit B.
(c) As of December 31, 2004, CMS Generation Investment Company IV had invested
approximately $309 million of equity in Jorf Lasfar.
(d) Capitalization at 12/31/04 (000s)
----------
Shareholder's Equity $ 615,499
Long Term Loans $ 534,991
Total Capitalization $1,150,490
Net Income (Loss) for the period ended 12/31/04 $ 123,510
(e) As of December 31, 2004, Jorf Lasfar had an Operating and Maintenance
Agreement with CMS Morocco, which became effective September 4, 1997. In
2004, total fees earned from the agreement were $5,685,689.
18. JUBAIL ENERGY COMPANY
(a) Jubail Energy Company
Gate #9, SADAF Complex CGP
P.O. Box 11515
Jubail Industrial City 31961
Kingdom of Saudi Arabia
Jubail Energy Company is a Saudi company that owns and operates a 250 MW
cogeneration facility selling steam and electricity to the SADAF
Petrochemical Facility in the Jubail Industrial City.
(b) CMS Jubail Investment Company I owns a 25% equity interest in Jubail Energy
Company. See Exhibit B.
(c) CMS Jubail Investment Company I has invested $11.3 million in Jubail Energy
Company. In 2003, this investment was written down to $0.
(d) The cogeneration facility is currently under construction and there were no
earnings recognized in the most recent reporting period.
43
(e) Jubail Energy Company has an On Shore and an Off Shore Technical Services
Agreement (TSA) with CMS Generation Co. The TSA is an agreement that
requires CMS Generation Co. to provide certain operating and construction
personnel and service to Jubail Energy Company and provides for
compensation for these services. In 2004, fees earned from the TSA totaled
$1,433,391.
19. PRIVATE POWER OPERATORS LIMITED ("PRIVATE POWER")
(a) Private Power Operators Limited
100 Windward Road
Kingston 2
Jamaica, W.I.
Private Power, a Jamaican company, is the operator of a 65 MW electric
generating facility in Rockfort, Kingston, Jamaica.
(b) HCO-Jamaica, Inc. owns 99% and HCE-Rockfort Diesel, Inc. owns 1% of Private
Power. See Exhibit B.
(c) As of December 31, 2004, HCO-Jamaica, Inc. invested approximately $10,000
of equity in Private Power.
(d) Capitalization at 12/31/04 (000s)
------
Shareholder's Equity $10
Net Income (Loss) for the period ended 12/31/04 $ 0
(e) As of December 31, 2004, Jamaica Private Power had an operating agreement
with Private Power. In 2004, total fees earned from the agreement were
$465,384.
20. SHUWEIHAT CMS INTERNATIONAL POWER COMPANY
(a) Shuweihat CMS International Power Company
P.O. Box 52645
Al Ghaith Tower, 8th Floor
Hamden Street
Abu Dhabi, United Arab Emirates
Shuweihat CMS International Power Company, a U.A.E. Abu Dhabi Emirate
company, owns a generation and desalination facility in Taweelah, Abu
Dhabi.
(b) CMS Generation Investment Company VII owns 50% of Shuweihat General Partner
Company and 49.5% of Shuweihat Limited Partnership. Shuweihat General
Partner Company owns 1% of Shuweihat Limited Partnership. Shuweihat Limited
Partnership owns 40% of Shuweihat CMS International Power Company. See
Exhibit B.
(c) As of December 31, 2004, CMS Generation Investment Company VII had invested
approximately $70.3 million of equity in Shuweihat CMS International Power
Company.
44
(d) Capitalization at 12/31/04 (000s)
-------
Long Term Debt $ 1,403
Shareholder's Equity $ 196
Total Capitalization $ 1,599
Net Income (Loss) for the period ended 12/31/04 $16,260
(e) As of December 31, 2004, Shuweihat CMS International Power Company had a
Management Support Agreement with Shuweihat Limited Partnership dated June
4, 2002. As of December 31, 2004, Shuweihat O&M Limited Partnership had an
Operations and Maintenance Agreement with Shuweihat CMS International Power
Company dated November 28, 2001. In 2004, fees earned totaled $19,321,000.
21. SHUWEIHAT O&M LIMITED PARTNERSHIP
(a) Shuweihat O&M Limited Partnership
Suite 302, Old GASCo Building
Al Kubeirah Street
Corniche West
Abu Dhabi, United Arab Emirates
Shuweihat O&M Limited Partnership, a Cayman Islands limited partnership,
will be the operator of a generation and desalination facility in
Shuweihat, Abu Dhabi.
(b) CMS Generation Investment Company VII owns 49.5% of Shuweihat O&M Limited
Partnership. CMS Generation Investment Company VII also owns 50% of
Shuweihat O&M General Partner Company, which owns 1% of Shuweihat O&M
Limited Partnership. See Exhibit B.
(c) As of December 31, 2004, CMS Generation Investment Company I had invested
no equity in Shuweihat O&M Limited Partnership.
(d) Capitalization at 12/31/04 (000s)
------
Partners' Capital $3,789
(e) As of December 31, 2004, Shuweihat O&M Limited Partnership had an
Operations and Maintenance Agreement with Shuweihat CMS International Power
Company dated November 28, 2001. In 2004, fees earned totaled $19,321,000.
22. ST-CMS ELECTRIC COMPANY PVT. LTD. ("ST-CMS")
(a) ST-CMS Electric Company Pvt. Ltd.
F-40 N.D.S.E. Part - I
New Delhi - 110 149
India
45
(b) ST-CMS is a 250 MW lignite-fired power station located in Neyveli, Tamil
Nadu, India. The project is a 50%-50% joint venture between CMS Generation
Neyveli Ltd. and ABB Power Investment (India) B.V. The plant achieved
commercial operation on December 15, 2002. See Exhibit B.
(c) As of December 31, 2004, CMS Generation Neyveli Limited had invested
approximately $67 million of equity in ST-CMS.
(d) Capitalization at 12/31/04 (000s)
--------
Shareholder's Equity $118,276
Long-Term Loans $228,812
Total Capitalization $347,088
Net Income (Loss) for the period ended 12/31/04 $ 14,103
(e) As of December 31, 2004 CMS (India) O & M Private Limited had an operating
& maintenance agreement with ST-CMS, effective November 15, 1999. In 2004,
fees earned totaled approximately $1.4 million.
23. TAKORADI INTERNATIONAL COMPANY
(a) Takoradi International Company
c/o Maples and Calder
Ugland House
P.O. Box 309, South Church Street
George Town, Cayman Islands, British West Indies
Takoradi International Company, a Cayman Island company, is the 90% owner
of a 220 MW combined cycle thermal power plant located at the Takoradi
Power Plant Complex near Takoradi at Aboadze in the Western Region of the
Republic of Ghana.
(b) CMS Takoradi Investment Company II owns 90% of Takoradi International
Company. See Exhibit B.
(c) As of December 31, 2004, CMS Generation Investment Company VI had a net
investment of approximately $114 million in Takoradi International Company.
(d) Capitalization at 12/31/04 (000s)
--------
Shareholder's Equity $114,035
Net Income (Loss) for the period ended 12/31/04 $ 15,857
(e) As of December 31, 2004, there was an operating and management fee
agreement between CMS International Operating Company and Takoradi
International Company. In 2004, operating and management fees earned
totaled $891,730.
46
FOREIGN UTILITY COMPANIES
1. CMS OPERATING S.R.L.
(a) CMS Operating S.R.L.
Edificio torre Catalinas Plaza
Ing. Butty 220, 8th Floor
Buenos Aires, Argentina
CMS Operating S.R.L., an Argentine company, has ownership interest of 100%
in and is the operator of Ensenada, an EWG. As of December 31, 2003,
Centrales Termicas Mendoza S.A., located in Mendoza Argentina, has an
operation and maintenance contract, and a consulting contract with CMS
Operating S.R.L. Refer to EWG section item 1, part (e).
(b) CMS International Ventures, L.L.C. owns 99.999% of CMS Operating S.R.L. and
CMS Generation Holdings Company owns .001%. See Exhibit B.
(c) As of December 31, 2004, CMS International Ventures, L.L.C. had invested
approximately $225 million of equity in CMS Operating S.R.L.
(d) Capitalization at 12/31/04 (000s)
----------
Common Stock $ 35,785
Irrevocable Contributions $ 179,314
Retained Earnings $ 21,110
Currency Translation Adjustment $(173,089)
Total Capitalization $ 63,120
Net Income (Loss) for the period ended 12/31/04 $ 14,761
(e) N/A
2. COMPANHIA JAGUARI DE ENERGIA S.A. ("JAGUARI")
(a) Companhia Jaguari de Energia S.A.
Vigato 1.620, Street
Jaguariuna - SP - Brazil
Zip Code 13820-000
Jaguari, a Brazilian company, owns and operates an electricity distribution
concession located in the state of Sao Paulo. Jaguari is a non-traded
utility company controlled by CPEE. Jaguari serves approximately 25,000
customers.
(b) Jaguari is 100% owned by Sul Paulista. See CPEE below and Exhibit B.
(c) As of December 31, 2004, Sul Paulista has invested $31 million in Jaguari.
47
(d) Capitalization at 12/31/04 (000s)
-------
Shareholder's Equity $21,480
Net Income (Loss) for the period ended 12/31/04 $ 4,536
(e) N/A
3. COMPANHIA LUZ E FORCA DE MOCOCA ("MOCOCA")
(a) Companhia Luz e Forca de Mococa
Vigato 1.620, Street - 1st Floor - Room 3
Jaguariuna - SP- Brazil
Zip Code 13820-000
Mococa, a Brazilian company, owns and operates an electricity distribution
concession located in the state of Sao Paulo and the State of Minas Gerais,
Brazil. Mococa is a non-traded utility company controlled by CPEE. Mococa
serves approximately 34,000 customers.
(b) Mococa is 100% owned by Jaguari . See CPEE below and Exhibit B.
(c) As of December 31, 2004, Jaguari has invested $8.6 million in Mococa.
(d) Capitalization at 12/31/04 (000s)
-------
Shareholder's Equity $10,302
Net Income (Loss) for the period ended 12/31/04 $ 4,853
(e) N/A
4. COMPANHIA PAULISTA DE ENERGIA ELECTRICA ("CPEE")
(a) Companhia Paulista de Energia Electrica
Vigato 1.620, Street - 1st Floor - Room 1
Jaguariuna - SP -Brazil
Zip Code 13820-000
CPEE, a Brazilian company, owns and operates an electricity distribution
concession in the state of Sao Paulo, Brazil and also has a controlling
interest in 3 other non-traded utility companies which own and operate
electricity distribution concessions located in the state of Sao Paulo and
in the state of Minas Gerais. CPEE and its controlled companies serve
approximately 160,000 customers. CPEE also owns a 7 percent interest in
Investco S.A., which owns an 850 MW hydroelectric plant, which started
commercial operations in December 2001.
(b) CMS Participacoes Ltda. owns 94.01% of CPEE. See Exhibit B.
(c) As of December 31, 2004, CMS Participacoes Ltda. has invested $90 million
in CPEE.
48
(d) Capitalization at 12/31/04 (000s)
-------
Shareholder's Equity $21,900
Net Income (Loss) for the period ended 12/31/04 $ 6,042
(e) N/A
5. COMPANHIA SUL PAULISTA DE ENERGIA ELECTRICA ("SUL PAULISTA")
(a) Companhia Sul Paulista de Energia
Vigato 1.620, Street - 1st Floor - Room 2
Jaguariuna - SP - Brazil
Zip Code 13820-000
Sul Paulista, a Brazilian company, owns and operates an electricity
distribution concession located in the state of Sao Paulo. Sul Paulista is
a non-traded utility company controlled by CPEE. Sul Paulista serves
approximately 58,000 customers.
(b) Sul Paulista is 88.63% owned by CPEE. See CPEE above and Exhibit B.
(c) As of December 31, 2004, CPEE has invested $47 million in Sul Paulista.
(d) Capitalization at 12/31/04 (000s)
-------
Shareholder's Equity $22,810
Net Income (Loss) for the period ended 12/31/04 $ 5,960
(e) N/A
6. EMIRATES CMS POWER COMPANY
(a) Emirates CMS Power Company
P.O. Box 47688
United Arab Emirates
Al Mansoor Tower,
7th Floor, Suite 701
Abu Dhabi
Emirates CMS Power Company, a U.A.E. Abu Dhabi Emirate company, owns a
generation and desalination facility in Taweelah, Abu Dhabi.
(b) CMS Generation Taweelah Limited owns 40% of Emirates CMS Power Company. See
Exhibit B.
(c) As of December 31, 2004, CMS Generation Taweelah Limited had invested $74
million of equity in Emirates CMS Power Company.
49
(d) Capitalization at 12/31/04 (000s)
--------
Term Loan $522,377
Shareholder Loan $ 53,994
Retained Earnings $(13,486)
Shareholder's Equity $112,518
Total Capitalization $675,403
Net Income (Loss) for the period ended 12/31/04 $ 33,252
(e) As of December 31, 2004, there was an operating and management agreement
between Taweelah and Emirates CMS Power Company pursuant to which total
fees earned were $1,236,553.
7. GASATACAMA GENERACION S.A.
(a) GasAtacama Generacion S.A.
Casa Matriz: Isidora Goyenechea # 3365, Piso 8
Las Condes - Santiago, Chile
GasAtacama Generacion S.A. is a Chilean entity that operates the GasAtacama
power plant.
(b) GasAtacama S.A. owns 99.90% and Compania de Inversiones CMS Energy-Chile
Ltda. owns 0.05% of GasAtacama Generacion S.A. See Exhibit B.
(c) As of December 31, 2004, CMS Gas Transmission del Sur Company had invested
approximately $49.8 million in GasAtacama Generacion S.A.
(d) Capitalization at 12/31/04 (000s)
---------
Retained Earnings $(33,025)
Shareholder's Equity $133,306
Total Capitalization $100,281
Net Income (Loss) for the period ended 12/31/04 $ (4,481)
(e) N/A
8. SISTEMA ELECTRICO DEL ESTADO NUEVA ESPARTA C.A. ("SENECA")
(a) Sistema Electrico del Estado Nueva Esparta C.A.
San Lorenzo
Pampatar, Nueva Esparta (6312)
Venezuela
SENECA, a Venezuelan company, is the owner of 200 MW of diesel-fired power
generation units located on Margarita Island, Venezuela. SENECA also owns
and operates an electric distribution system located on Margarita Island,
Venezuela, serving approximately 104,000 customers.
50
(b) CMS Electric & Gas, L.L.C. owns 100% of ENELMAR. ENELMAR owns 33.34% of
SENECA. CMS Electric & Gas L.L.C. owns 100% of CMS Venezuela. CMS Venezuela
owns 52.37% of SENECA. See Exhibit B.
(c) As of December 31, 2004, ENELMAR had invested $3.9 million in SENECA. As of
December 31, 2004, CMS Venezuela had invested $13.8 million in SENECA.
(d) Capitalization at 12/31/04 (000s)
--------
Shareholder's Equity $153,811
Net Income (Loss) for the period ended 12/31/04 $ (6,474)
(e) N/A
9. TAWEELAH A2 OPERATING COMPANY ("TAWEELAH")
(a) Taweelah A2 Operating Company
c/o CMS Generation Co.
One Energy Plaza
Jackson, Michigan 49201
Taweelah operates a 710.3 MW generation and desalination facility in
Taweelah, Abu Dhabi.
(b) CMS Generation Co. owns 100% of Taweelah. See Exhibit B.
(c) As of December 31, 2004, CMS Generation Co. had invested approximately $1.0
million of equity in Taweelah.
(d) Capitalization at 12/31/04 (000s)
------
Shareholder's Capital $1,565
Retained Earnings $ 410
Shareholder's Equity $1,975
Net Income (Loss) for the period ended 12/31/04 $1,221
(e) As of December 31, 2004, there was an operating and management agreement
between Taweelah and Emirates CMS Power Company pursuant to which total
fees earned were $1,236,553.
51
The above-named Claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 28th day of February 2005.
CMS ENERGY CORPORATION
A Michigan corporation
[CORPORATE SEAL] By: /s/ Thomas J. Webb
------------------------------------
Thomas J. Webb
Executive Vice President and
Chief Financial Officer
ATTEST:
/s/ Wendy A. McIntyre
-------------------------------------
Wendy A. McIntyre
Corporate Counsel
Name, title, and address of officer to whom notices and correspondence
concerning this Statement should be addressed:
S. Kinnie Smith, Jr.
Vice Chairman of the Board
and General Counsel
One Energy Plaza
Jackson, Michigan 49201
February 28, 2005
52
EXHIBIT A
Please see the explanatory note on page 1 of this Form U-3A-2.
A-1
EXHIBIT B
Organizational charts showing the relationship of each Exempt Wholesale
Generator to associate companies in the holding company system.
CENTRALES TERMICAS MENDOZA S.A.
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
* * *
* * *
* 40.47% *
* * CMS Gas Transmission Company
* * *
CMS Generation Co. * *
* * * *
* * * 37.01%
* * * *
* 21.02% * *
* * * *
* * * *
* CMS International Ventures, L.L.C.
* *
* *
99% 99.999%
* *
* *
CMS Centrales Termicas S.A. CMS Operating, S.R.L.
* *
* *
1% 99%
* *
* *
Cuyana S.A. de Inversiones
*
92.6%
*
Centrales Termicas Mendoza S.A.
B-1
CENTRALES TERMICAS SAN NICOLAS, S.A.
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
*
0.1%
*
CMS Generation San Nicolas Company
*
0.1%
*
Inversora de San Nicolas, S.A.
*
88%
*
Centrales Termicas San Nicolas, S.A.
B-2
CMS DISTRIBUTED POWER, L.L.C.
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Distributed Power, L.L.C.
B-3
CMS ENSENADA S.A.
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
* * *
* * *
40.47% * *
* CMS Gas Transmission Company *
* * *
* 37.01% CMS Generation Co.
* * * *
* * * *
* * 21.02% *
* * * *
CMS International Ventures, L.L.C. *
* *
* *
99.999% *
* *
* *
CMS Operating, S.R.L. CMS Generation Holdings Company
* *
* *
99% 1%
* *
* *
CMS Ensenada S.A.
B-4
CMS (INDIA) OPERATIONS & MAINTENANCE COMPANY PRIVATE LIMITED
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
*
* *
* *
CMS International Operating Company *
* *
99% 1%
* *
CMS (India) Operations & Maintenance Company Private Limited
B-5
CMS GENERATION MICHIGAN POWER L.L.C.
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
*
*
*
CMS Generation Michigan Power L.L.C.
B-6
CMS GENERATION OPERATING COMPANY
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
*
*
*
CMS Generation Operating Company
B-7
CMS MOROCCO OPERATING CO., S.C.A. (EWG)
AND
CMS INTERNATIONAL OPERATING COMPANY (EWG)
CMS Energy Corporation
*
CMS Enterprises Company
*
*
CMS Generation Co.
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* CMS Generation Investment Company IV *
* * *
CMS International Operating Company * *
* * * * *
* * * * *
CMS Generation UK Operating * 50% *
Private Limited * * *
* * * .1%
* * * *
* * CMS Generation Jorf Lasfar III Limited *
* Duration Company
Jorf Lasfar Aktiebolag * * *
* * * *
99.7% .1% .1% *
* * * *
* * * *
CMS Morocco Operating Co., S.C.A.
B-8
DEARBORN GENERATION OPERATING, L.L.C.
(EWG)
AND
DEARBORN INDUSTRIAL GENERATION, L.L.C.
(EWG)
CMS Energy Corporation
* *
* *
* *
CMS Enterprises Company *
* *
* *
* *
CMS Generation Co. *
* *
* *
* *
Dearborn Generation Operating, L.L.C. Dearborn Industrial Energy, L.L.C.
*
*
*
Dearborn Industrial Generation, L.L.C.
B-9
EXETER ENERGY LIMITED PARTNERSHIP
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
* * *
* * *
* * *
* Exeter Management Company *
Oxford/CMS Development LP * 50%
* * *
48% 2% *
* * *
* * *
Exeter Energy Limited Partnership
B-10
GVK INDUSTRIES LIMITED
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
* * *
* * *
* * *
* CMS Gas Transmission Company CMS Generation Co.
* * *
* * *
40.47% 37.01% 21.02%
* * *
* * *
CMS International Ventures, L.L.C.
*
*
CMS Generation Investment Company III
*
*
Jegurupadu CMS Generation Company Ltd.
*
23.75%
*
GVK Industries Limited
B-11
HIDROELECTRICA EL CHOCON, S.A.
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
* * *
* * *
* * *
* CMS Gas Transmission Company CMS Generation Co.
* * * * *
* * * * *
40.47% 37.01% 21.02% * *
* * * * *
* * * * *
CMS International Ventures, L.L.C. * *
* * *
* CMS Generation Holdings Company *
99.99% * *
* .01% *
* * *
CMS Generation S.R.L. *
* *
* *
25% *
* *
* 2.48%
Hidroinvest S.A. *
* *
* *
59% *
* *
* *
Hidroelectrica El Chocon, S.A.
B-12
JAMAICA PRIVATE POWER COMPANY, LIMITED
(EWG)
AND
PRIVATE POWER OPERATORS LIMITED
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
*
*
*
HYDRA-CO Enterprises, Inc.
* *
* *
* *
CMS Generation Operating Company II, Inc. HCE-Rockfort Diesel, Inc.
* * *
* * 45.07%
* * *
HCO-Jamaica, Inc. * Jamaica Private Power
* 1% Company, Limited
* *
99% *
* *
* *
Private Power Operators Limited *
B-13
JEGURUPADU OPERATING & MAINTENANCE CO.
(EWG)
CMS Energy Corporation
*
CMS Enterprises Company
* * *
* * *
* * *
CMS Gas Transmission Company * CMS Generation Co.
* * * *
* 40.47% * *
37.01% * * *
* * 21.02% *
* * * *
CMS International Ventures, L.L.C. CMS Investment Company IV
* *
* *
* *
CMS Generation Investment CMS Generation Investment
Company III Company II
* * * *
* * * *
99% * 1%
* * * *
* 1% 99% *
* * *
CMS Generation Jegurupadu I CMS Generation Jegurupadu II
Limited Duration Company Limited Duration Company
* *
* *
50% 50%
* *
* *
Jegurupadu O&M Company Mauritius
*
60%
*
Jegurupadu Operating & Maintenance Co.
B-14
JORF LASFAR ENERGY COMPANY
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
*
*
*
CMS Generation Investment Company IV****************
* * * *
* * * *
* * * *
* * * *
* * * *
CMS Generation Luxembourg * CMS Generation Investment *
S.A.R.L. Company II
* * * * *
* 35% 65% 65% 35%
* * * * *
CMS Generation Netherlands B.V. * * CMS Generation Jorf Lasfar I
* * * * Limited Duration Company
* * * * *
* * CMS Generation Jorf Lasfar II *
* * Limited Duration Company 50%
* * * *
* * 50% *
* * * *
Jorf Lasfar Power Jorf Lasfar Energiaktiebolag Jorf Lasfar Handelsbolag
Energy Aktiebolag * *
* * *
23% 25% 2%
* * *
* * *
************Jorf Lasfar Energy Company***********
B-15
JUBAIL ENERGY COMPANY
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
*
*
*
CMS Generation Investment Company VII
*
*
*
CMS Jubail Investment Company I
*
*
25%
*
*
Jubail Energy Company
B-16
SHUWEIHAT CMS INTERNATIONAL POWER COMPANY
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
*
*
*
CMS Generation Investment Company VII
* *
* *
50% *
* *
* *
Shuweihat General Partner Company 49.5%
* *
* *
1% *
* *
* *
Shuweihat Limited Partnership
*
*
40%
*
*
Shuweihat CMS International Power Company
B-17
SHUWEIHAT O&M LIMITED PARTNERSHIP
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
*
*
*
CMS Generation Investment Company VII
* *
* *
50% *
* *
* *
Shuweihat O&M General Partner Company 49.5%
* *
* *
1% *
* *
* *
Shuweihat O&M Limited Partnership
B-18
ST-CMS ELECTRIC COMPANY PVT. LTD.
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
* * *
* * *
* * *
CMS Generation Co. * CMS Gas Transmission Company
* * *
21.02% 40.47% 37.01%
* * *
CMS International Ventures, L.L.C.
*
*
*
CMS Generation Investment Company III
*
*
*
CMS Generation Neyveli Ltd.
*
50%
*
ST-CMS Electric Company Pvt. Ltd.
B-19
TAKORADI INTERNATIONAL COMPANY
(EWG)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
* *
* *
* *
* *
* *
* *
* *
* *
* *
CMS International Operating Company CMS Generation Investment Company VI
| *
| *
| *
| CMS Takoradi Investment Company
| *
Operator *
| *
| CMS Takoradi Investment Company II
| *
| 90%
| *
Takoradi International Company
B-20
Organizational charts showing the relationship of each Foreign Utility Company
to associate companies in the holding company system.
CMS OPERATING, S.R.L.
(FUCO)
CMS ENERGY CORPORATION
*
*
*
CMS ENTERPRISES COMPANY
* * *
* * *
* * *
* * *
CMS Generation Co. * CMS Gas Transmission Company
* * * *
* * * *
* 21.02% 40.47% 37.01%
CMS Generation Holdings Company * * *
* * * *
* * * *
* CMS International Ventures, L.L.C.
* *
* *
.001% 99.999%
* *
* *
CMS Operating, S.R.L.
B-21
COMPANHIA PAULISTA DE ENERGIA ELECTRICA S.A. (CPEE)
(FUCO)
AND
COMPANHIA SUL PAULISTA DE ENERGIA S.A. (CSPE)
(FUCO)
AND
COMPANHIA JAGUARI DE ENERGIA S.A. (CJE)
(FUCO)
AND
COMPANHIA LUZ E FORCA DE MOCOCA S.A. (CLFM)
(FUCO)
CMS Energy Corporation
*
CMS Enterprises Company
* * *
40.47% * *
* CMS Gas Transmission Company *
* * *
* 37.01% CMS Generation Co.
* * *
* * 21.02%
* * *
CMS International Ventures, L.L.C.
*
*
CMS Electric & Gas, L.L.C.
*
99.99%
*
CMS Distribuidora, Ltda.
*
99.99%
*
CMS Participacoes Ltda.
*
94.01%
*
CPEE
*
88.63%
*
CSPE
*
*
CJE
*
*
CLFM
B-22
EMIRATES CMS POWER COMPANY
(FUCO)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
*
*
*
CMS Generation Investment Company VII
*
*
*
CMS Generation Taweelah Limited
*
40%
*
Emirates CMS Power Company
B-23
GASATACAMA GENERACION S.A.
(FORMERLY NOR OESTE PACIFICO GENERACION DE ENERGIA LIMITADA)
(FUCO)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
* * *
* * *
* * *
CMS Generation Co. * CMS Gas Transmission Company
* * *
* * *
21.02% 40.47% 37.01%
* * *
* * *
CMS International Ventures, L.L.C.
*
*
*
CMS Gas Transmission del Sur Company.
* *
* 60%
* *
* Compania de Inversiones CMS Energy-Chile Ltda.
13.94% * * *
* * * *
* 36.06% * *
* * .001% *
Inversiones Gas Atacama Holding Ltda * *
* * *
99.98% * .05%
* * *
* * *
* * *
* * *
GasAtacama S.A. *
* *
* *
* *
99.90% *
* *
* *
Gas Atacama Generacion S.A.
B-24
SISTEMA ELECTRICO DEL ESTADO NUEVA ESPARTA C.A. (SENECA)
(FUCO)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
* * *
* * *
* * *
* CMS Gas Transmission Company CMS Generation Co.
* * *
* * *
40.47% 37.01% 21.02%
* * *
* * *
CMS International Ventures, L.L.C.
*
*
*
CMS Electric & Gas, L.L.C.
* *
* *
* CMS Venezuela S.A.
* *
* *
ENELMAR, SA 52.37%
* *
33.34% *
* *
SENECA
B-25
TAWEELAH A2 OPERATING COMPANY
(FUCO)
CMS Energy Corporation
*
*
*
CMS Enterprises Company
*
*
*
CMS Generation Co.
*
*
*
Taweelah A2 Operating Company
B-26