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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 21, 2006
COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
----------- ----------------------------- ------------------
1-9513 CMS ENERGY CORPORATION 38-2726431
(A MICHIGAN CORPORATION)
ONE ENERGY PLAZA
JACKSON, MICHIGAN 49201
(517) 788-0550
1-5611 CONSUMERS ENERGY COMPANY 38-0442310
(A MICHIGAN CORPORATION)
ONE ENERGY PLAZA
JACKSON, MICHIGAN 49201
(517) 788-0550
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On November 21, 2006, Consumers Energy Company ("Consumers"), a wholly owned
subsidiary of CMS Energy Corporation ("CMS Energy") completed the previously
announced sale of its 100% ownership interest in MCV GP II, LLC (the successor
to CMS Midland, Inc.) and its 100% ownership interest in the stock of CMS
Midland Holdings Company to MCV Power Partners, Inc., an affiliate of GSO
Capital Partners LLC and Rockland Capital Energy Investments LLC ("MCV Power").
MCV GP II, LLC has a 49% interest in the Midland Cogeneration Venture Limited
Partnership (the "MCV Partnership"), which leases and operates the Midland
Cogeneration Venture facility, an approximately 1,500 megawatt natural
gas-fueled combined-cycle cogeneration facility located in Midland, Michigan
(the "Facility"). CMS Midland Holdings Company holds a 35% indirect interest in
the Facility (through its ownership interest in the First Midland Limited
Partnership (the "FMLP"). These interests represent all of Consumers' ownership
interests in the Facility.
Consumers received $60.5 million in cash for the sale. In addition, MCV Power
has agreed to reimburse Consumers for certain obligations in the event that The
Dow Chemical Company elects payment under contracts with the MCV Partnership and
Consumers to provide it with steam and power. MCV Power has posted a letter of
credit in the amount of $85 million to support this reimbursement obligation.
A Consumers News Release announcing the completion of the sale is attached
hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION
The accompanying unaudited pro forma condensed consolidated financial statements
reflect adjustments to the historical consolidated financial statements of CMS
Energy and Consumers to give effect to the sale of interests in the MCV
Partnership and the FMLP, which held Consumers' interest in the Facility,
assuming the sale had been effective for the periods indicated.
Prior to the sale of its interests, CMS Energy and Consumers consolidated the
MCV Partnership and the FMLP in accordance with Financial Accounting
Standards Board Interpretation No. 46(R).
Certain information and notes normally included in consolidated financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been omitted pursuant to the rules and regulations of
the Securities and Exchange Commission governing pro forma information. The
unaudited pro forma condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements of:
- CMS Energy, as contained in its 2005 Annual Report on Form 10-K/A and
Quarterly Report on Form 10-Q as of and for the nine months ended
September 30, 2006 and
- Consumers, as contained in its 2005 Annual Report on Form 10-K and
Quarterly Report on Form 10-Q as of and for the nine months ended
September 30, 2006.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet assumes the sale of
interests in the MCV Partnership and the FMLP was consummated on September 30,
2006. Therefore, the loss on sale recognized at September 30, 2006 will
ultimately differ from the actual loss that occurred at the November 21, 2006
date of sale. The Unaudited Pro Forma Condensed Consolidated Statements of
Income (Loss) assume the MCV Partnership and the FMLP disposition occurred on
January 1, 2005. The unaudited pro forma condensed consolidated financial
statements are presented for purposes of illustration only, in accordance with
the adjustments set forth below, and are not necessarily indicative of the
financial position or results of operations that would have occurred had the
sale been consummated on the dates as of which, or at the beginning of the
period which, the sale is being given effect, nor are they necessarily
indicative of future operating results or financial position of CMS Energy and
Consumers.
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CMS ENERGY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2006
(In Millions)
HISTORICAL PRO FORMA
HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA
CMS ENERGY (NOTES 1 AND 2) (NOTES 1 AND 2) CMS ENERGY
---------- --------------- --------------- ----------
ASSETS
-----------------------------------------------------------------
Plant and property (at cost) $ 12,753 $ (1) $ (225) (a) $ 12,527
Less accumulated depreciation, depletion and amortization 5,259 - (10) (a) 5,249
-------- ------ ------ --------
7,494 (1) (215) 7,278
Construction work-in-progress 587 - (3) (a) 584
-------- ------ ------ --------
Net plant and property 8,081 (1) (218) 7,862
Investments 564 48 (48) 564
Cash and cash equivalents at cost, which approximates market 459 (78) (b) - (c) 381
Accounts receivable, notes receivable, and accrued revenue,
net 541 (131) (d) - 410
Inventories at average cost 1,520 (23) (e) - 1,497
Other current assets 526 (131) (f) - 395
Non-current assets 3,287 (373) (g) 95 (h) 3,009
-------- ------ ------ --------
TOTAL ASSETS $ 14,978 $ (689) $ (171) $ 14,118
======== ====== ====== ========
STOCKHOLDERS' INVESTMENT AND LIABILITIES
-----------------------------------------------------------------
Common stockholders' equity $ 2 $ - $ - $ 2
Other paid-in capital 4,461 - - 4,461
Accumulated other comprehensive loss (301) - (25) (i) (326)
Retained deficit (1,886) 1 (36) (j) (1,921)
Preferred stock 305 - - 305
Long-term debt 6,644 (122) (k) (57) (c) 6,465
Long-term debt related parties 178 - - 178
Non-current portion of capital and finance lease obligations 296 (253) (l) - 43
-------- ------ ------ --------
Total capitalization 9,699 (374) (118) 9,207
Minority interests 344 (252) (m) - 92
Accounts payable 497 (20) (n) - 477
Other current liabilities 1,088 (93) (o) (22) (p) 973
Non-current liabilities 3,350 50 (q) (31) (r) 3,369
-------- ------ ------ --------
TOTAL STOCKHOLDERS' INVESTMENT AND LIABILITIES $ 14,978 $ (689) $ (171) $ 14,118
======== ====== ====== ========
See notes to pro forma condensed consolidated financial statements.
3
CMS ENERGY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2005
(In Millions, except per share amounts)
HISTORICAL PRO FORMA
HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA
CMS ENERGY (NOTES 1 AND 2) (NOTES 1 AND 2) CMS ENERGY
---------- --------------- --------------- ----------
OPERATING REVENUE $ 6,288 $ (37) (s) $ - $ 6,251
EARNINGS FROM EQUITY METHOD INVESTEES 125 - - 125
OPERATING EXPENSES
Fuel for electric generation 720 (141) (t) - 579
Fuel costs mark-to-market at the MCV Partnership (200) 200 (t) - -
Purchased and interchange power 546 - 402 (u) 948
Cost of gas sold 2,297 - - 2,297
Other operating expense 1,105 (61) (t) - 1,044
Maintenance 249 (8) (t) - 241
Depreciation, depletion, and amortization 525 (75) (t) - 450
General taxes 261 (31) (t) - 230
Asset impairment charges 1,184 (1,184) (t) - -
------- ------- ------ -------
6,687 (1,300) 402 5,789
------- ------- ------ -------
OPERATING INCOME (LOSS) (274) 1,263 (402) 587
OTHER INCOME 57 (13) (v) - 44
FIXED CHARGES 489 (59) (w) (3) (x) 427
------- ------- ------ -------
INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTERESTS (706) 1,309 (399) 204
MINORITY INTEREST (OBLIGATIONS), NET (440) 447 (y) - 7
INCOME TAX EXPENSE (BENEFIT) (168) 328 (z) (152) (aa) 8
------- ------- ------ -------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
PREFERRED DIVIDENDS (98) 534 (247) 189
PREFERRED DIVIDENDS 10 - - 10
------- ------- ------ -------
INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER
PREFERRED DIVIDENDS $ (108) $ 534 $ (247) $ 179
======= ======= ====== =======
INCOME (LOSS) FROM CONTINUING OPERATIONS PER SHARE:
Basic - Average Common Shares Outstanding 211.8 211.8
- Income (Loss) Per Average Common Share $ (0.51) $ 0.85
Diluted - Average Common Shares Outstanding 211.8 224.3
- Income (Loss) Per Average Common Share $ (0.51) $ 0.80
See notes to pro forma condensed consolidated financial statements.
4
CMS ENERGY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR NINE MONTHS ENDED SEPTEMBER 30, 2006
(In Millions, except per share amounts)
HISTORICAL PRO FORMA
HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA
CMS ENERGY (NOTES 1 AND 2) (NOTES 1 AND 2) CMS ENERGY
---------- --------------- --------------- ----------
OPERATING REVENUE $ 4,890 $ (29) (s) $ - $ 4,861
EARNINGS FROM EQUITY METHOD INVESTEES 63 - - 63
OPERATING EXPENSES
Fuel for electric generation 782 (203) (t) - 579
Fuel costs mark-to-market at the MCV Partnership 226 (226) (t) - -
Purchased and interchange power 567 - 342 (u) 909
Cost of gas sold 1,439 - - 1,439
Other operating expense 818 (33) (t) - 785
Maintenance 239 (7) (t) - 232
Depreciation, depletion, and amortization 418 (21) (t) - 397
General taxes 137 50 (t) - 187
Asset impairment charges 239 - - 239
------- ----- ------ -------
4,865 (440) 342 4,767
------- ----- ------ -------
OPERATING INCOME 88 411 (342) 157
OTHER INCOME 93 (18) (v) - 75
FIXED CHARGES 387 (38) (w) (2) (x) 347
------- ----- ------ -------
LOSS BEFORE INCOME TAXES AND MINORITY INTERESTS (206) 431 (340) (115)
MINORITY INTEREST (OBLIGATIONS), NET (27) 35 (y) - 8
INCOME TAX BENEFIT (125) 135 (z) (116) (aa) (106)
------- ----- ------ -------
LOSS FROM CONTINUING OPERATIONS BEFORE
PREFERRED DIVIDENDS (54) 261 (224) (17)
PREFERRED DIVIDENDS 8 - - 8
------- ----- ------ -------
LOSS FROM CONTINUING OPERATIONS AFTER
PREFERRED DIVIDENDS $ (62) $ 261 $ (224) $ (25)
======= ===== ====== ======
LOSS FROM CONTINUING OPERATIONS PER SHARE:
Basic - Average Common Shares Outstanding 219.6 219.6
- Loss Per Average Common Share $ (0.28) $(0.11)
Diluted - Average Common Shares Outstanding 219.6 219.6
- Loss Per Average Common Share $ (0.28) $(0.11)
See notes to pro forma condensed consolidated financial statements.
5
CONSUMERS ENERGY COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2006
(In Millions)
HISTORICAL PRO FORMA
HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA
CONSUMERS (NOTES 1 AND 2) (NOTES 1 AND 2) CONSUMERS
---------- --------------- --------------- ----------
ASSETS
----------------------------------------------------------------
Plant and property (at cost) $ 11,914 $ (1) $ (225) (a) $ 11,688
Less accumulated depreciation, depletion and amortization 4,934 - (10) (a) 4,924
-------- ------ ------ --------
6,980 (1) (215) 6,764
Construction work-in-progress 572 - (3) (a) 569
-------- ------ ------ --------
Net plant and property 7,552 (1) (218) 7,333
Investments 36 48 (48) 36
Cash and cash equivalents at cost, which approximates market 128 (78) (b) - (c) 50
Accounts receivable, notes receivable, and accrued revenue, net 407 (131) (d) - 276
Inventories at average cost 1,479 (23) (e) - 1,456
Other current assets 366 (131) (f) - 235
Non-current assets 2,749 (373) (g) 95 (h) 2,471
-------- ------ ------ --------
TOTAL ASSETS $ 12,717 $ (689) $ (171) $ 11,857
======== ====== ====== ========
STOCKHOLDER'S INVESTMENT AND LIABILITIES
----------------------------------------------------------------
Common stockholder's equity $ 841 $ - $ - $ 841
Other paid-in capital 1,832 - - 1,832
Accumulated other comprehensive income 42 - (25) (i) 17
Retained earnings 306 1 (36) (j) 271
Preferred stock 44 - - 44
Long-term debt 4,256 (122) (k) (57) (c) 4,077
Non-current portion of capital and finance lease obligations 296 (253) (l) - 43
-------- ------ ------ --------
Total capitalization 7,617 (374) (118) 7,125
Minority interests 252 (252) (m) - -
Accounts payable 386 (20) (n) - 366
Other current liabilities 778 (93) (o) (22) (p) 663
Non-current liabilities 3,684 50 (q) (31) (r) 3,703
-------- ------ ------ --------
TOTAL STOCKHOLDER'S INVESTMENT AND LIABILITIES $ 12,717 $ (689) $ (171) $ 11,857
======== ====== ====== ========
See notes to pro forma condensed consolidated financial statements.
6
CONSUMERS ENERGY COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2005
(In Millions)
HISTORICAL PRO FORMA
HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA
CONSUMERS (NOTES 1 AND 2) (NOTES 1 AND 2) CONSUMERS
---------- --------------- --------------- ----------
OPERATING REVENUE $ 5,232 $ (37) (s) $ - $ 5,195
EARNINGS FROM EQUITY METHOD INVESTEES 1 - - 1
OPERATING EXPENSES
Fuel for electric generation 605 (141) (t) - 464
Fuel costs mark-to-market at the MCV Partnership (200) 200 (t) - -
Purchased and interchange power 347 - 402 (u) 749
Purchased power-related party 68 - - 68
Cost of gas sold 1,844 - - 1,844
Other operating expense 841 (61) (t) - 780
Maintenance 218 (8) (t) - 210
Depreciation, depletion, and amortization 484 (75) (t) - 409
General taxes 214 (31) (t) - 183
Asset impairment charges 1,184 (1,184) (t) - -
------- ------- ------ -------
5,605 (1,300) 402 4,707
------- ------- ------ -------
OPERATING INCOME (LOSS) (372) 1,263 (402) 489
OTHER INCOME 54 (13) (v) - 41
INTEREST CHARGES 272 (59) (w) (3) (x) 210
------- ------- ------ -------
INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTERESTS (590) 1,309 (399) 320
MINORITY INTEREST (OBLIGATIONS), NET (447) 447 (y) - -
INCOME TAX EXPENSE (BENEFIT) (47) 328 (z) (152) (aa) 129
------- ------- ------ -------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
PREFERRED DIVIDENDS (96) 534 (247) 191
PREFERRED DIVIDENDS 2 - - 2
------- ------- ------ -------
INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER
PREFERRED DIVIDENDS $ (98) $ 534 $ (247) $ 189
======= ======= ====== =======
See notes to pro forma condensed consolidated financial statements.
7
CONSUMERS ENERGY COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR NINE MONTHS ENDED SEPTEMBER 30, 2006
(In Millions)
HISTORICAL PRO FORMA
HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA
CMS ENERGY (NOTES 1 AND 2) (NOTES 1 AND 2) CONSUMERS
---------- --------------- --------------- ----------
OPERATING REVENUE $ 4,111 $ (29) (s) $ - $ 4,082
EARNINGS FROM EQUITY METHOD INVESTEES 1 - - 1
OPERATING EXPENSES
Fuel for electric generation 557 (203) (t) - 354
Fuel costs mark-to-market at the MCV Partnership 226 (226) (t) - -
Purchased and interchange power 427 - 342 (u) 769
Purchased power -- related parties 55 - - 55
Cost of gas sold 1,164 - - 1,164
Other operating expense 661 (33) (t) - 628
Maintenance 214 (7) (t) - 207
Depreciation, depletion, and amortization 387 (21) (t) - 366
General taxes 97 50 (t) - 147
------- ------- ------ ------
3,788 (440) 342 3,690
------- ------- ------ ------
OPERATING INCOME 324 411 (342) 393
OTHER INCOME 74 (18) (v) - 56
INTEREST CHARGES 222 (38) (w) (2) (x) 182
------- ------- ------ ------
INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS 176 431 (340) 267
MINORITY INTEREST (OBLIGATIONS), NET (35) 35 (y) - -
INCOME TAX EXPENSE 66 135 (z) (116) (aa) 85
------- ------- ------ ------
INCOME FROM CONTINUING OPERATIONS BEFORE
PREFERRED DIVIDENDS 145 261 (224) 182
PREFERRED DIVIDENDS 1 - - 1
------- ------- ------ ------
INCOME FROM CONTINUING OPERATIONS AFTER
PREFERRED DIVIDENDS $ 144 $ 261 $ (224) $ 181
======= ======= ====== ======
See notes to pro forma condensed consolidated financial statements
8
NOTE 1 -- SALE OF INTERESTS IN THE MCV PARTNERSHIP AND THE FMLP
CMS Energy and Consumers have reflected, in the accompanying unaudited pro forma
condensed consolidated financial statements, the sale of Consumers' interests in
the MCV Partnership and the FLMP. As a result of the existing power purchase
agreement between Consumers and the MCV Partnership, the Facility, (the real
estate component of the transaction) in accordance with Statement of Financial
Accounting Standards (No. 98, Accounting For Leases will be accounted for as a
financing and not a sale. This is due to forms of continuing involvement
Consumers will have with the MCV Partnership. The remaining non-real estate
assets and liabilities sold associated with both the MCV Partnership and the
FMLP were accounted for as a sale and were removed from the Unaudited Pro Forma
Condensed Consolidated Balance Sheets.
The proceeds of $57.5 million (net of the $3 million of estimated selling
expenses) were less than the combined fair values of the Facility and the
non-real estate assets, including off balance sheet gas contracts. The Facility
component of the transaction, subject to the sale/leaseback remains on the
consolidated balance sheets and the sales proceeds are recorded as a financing
obligation. The carrying value of the Facility of $218 million at the date of
sale exceeded the fair value of the Facility and the financing obligation;
therefore, Consumers has reflected an impairment in the carrying value of the
Facility of $218 million. The remaining sales proceeds were allocated to
derivatives and other assets and resulted in a pre-tax gain of $37 million.
As a result of the above transaction, a net after-tax loss of $36 million and
has been reflected in CMS Energy's retained deficit and Consumers' retained
earnings in the accompanying Unaudited Pro Forma Condensed Consolidated Balance
Sheets as of September 30, 2006. The after-tax loss resulting from this
transaction has not been reflected in the accompanying Unaudited Pro Forma
Condensed Consolidated Statements of Income (Loss).
NOTE 2 -- PRO FORMA ADJUSTMENTS
The following is a summary of pro forma adjustments:
Condensed Consolidated Balance Sheets:
(a) To reflect the impairment of the Facility of $218 million, as
further described in Note 1.
(b) To reflect the removal of the interests in the MCV
Partnership's and the FMLP's Cash and cash equivalents.
(c) To reflect receipt of $57 million of cash proceeds, net of
selling expenses and to reflect the use of the net cash
proceeds to retire $57 million of long-term debt.
(d) To reflect the removal of the interests in the MCV
Partnership's and the FMLP's Accounts receivable, notes
receivable, and accrued revenue, net.
9
(e) To reflect the removal of the interests in the MCV
Partnership's and the FMLP's Inventories at average cost.
(f) To reflect the removal of the interests in the MCV
Partnership's and the FMLP's Other current assets.
(g) To reflect the removal of the interests in the MCV
Partnership's and the FMLP's Non-current assets, including
minority interest in the MCV Partnership.
(h) To reflect the minority interest related to the impairment of
the MCV Facility, as further described in Note 1.
(i) To reflect the reversal, into earnings, of certain cumulative
amounts of the MCV Partnership-related derivative fair value
changes that are accounted for in Accumulated other
comprehensive income (loss).
(j) To reflect the earnings impact, net of tax, of the gain on the
sale of our interests in the MCV Partnership and the FMLP, the
impairment of the Facility as described in Note 1, and the
reversal of other comprehensive income (loss)of $25 million.
(k) To reflect the removal of the interests in the MCV
Partnership's and the FMLP's Long-term debt.
(l) To reflect the removal of the interest in the MCV
Partnership's Non-current portion of capital and finance lease
obligations.
(m) To reflect the removal of Minority interest in the FMLP.
(n) To reflect the removal of the interests in the MCV
Partnership's and the FMLP's Accounts payable.
(o) To reflect the removal of the interests in the MCV
Partnership's and the FMLP's Other current liabilities.
(p) To reflect the accrual of selling expenses and the tax impacts
related to the sale of our interests in the MCV Partnership
and the FMLP.
(q) To reflect the removal of the interests in the MCV
Partnership's and the FMLP's Non-current liabilities.
(r) To reflect the tax impacts related to
the sale of our interests in the MCV Partnership and the FMLP.
10
Condensed Consolidated Statements of Income (Loss):
(s) To reflect the elimination of historical Operating Revenue for
the MCV Partnership and the FMLP, assuming the disposition
occurred at the beginning of the year ended December 31, 2005.
(t) To reflect the elimination of historical Operating Expenses
for the MCV Partnership and the FMLP, assuming the disposition
occurred at the beginning of the year ended December 31, 2005.
(u) To reflect the additional Purchased and interchange power as a
result of the power purchase agreement between Consumers and
the MCV Partnership being reclassified from an intercompany
expense to a third party expense, assuming the disposition
occurred at the beginning of the year ended December 31, 2005.
(v) To reflect the elimination of historical Other Income for the
MCV Partnership and the FMLP, assuming the disposition
occurred at the beginning of the year ended December 31, 2005.
(w) To reflect the elimination of historical interest expense
related to the MCV Partnership finance lease obligation
assuming the disposition occurred at the beginning of the year
ended December 31, 2005.
(x) To reflect reduced interest expense from the use of $57
million of net proceeds to reduce long-term debt outstanding
at the beginning of the year ended December 31, 2005, at an
average interest rate of 5.5 percent.
(y) To reflect the elimination of Minority Interest (Obligations)
in the MCV Partnership and the FMLP.
(z) To reflect the elimination of historical income tax benefit of
the MCV Partnership and the FMLP, assuming the disposition
occurred at the beginning of the year ended December 31, 2005.
(aa) To reflect the income tax effects of the pro forma
adjustments.
(d) EXHIBITS.
99.1 Consumers' News Release dated November 21, 2006
This Form 8-K contains "forward-looking statements" as defined in Rule 3b-6 of
the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act
of 1933, as amended, and relevant legal decisions. The forward-looking
statements are subject to risks and uncertainties. They should be read in
conjunction with "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK FACTORS"
each found in the MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy's
Form 10-K/A and Consumers' Form 10-K for the Year Ended December 31, 2005 and as
updated in CMS Energy's and Consumers' subsequently filed Forms 10-Q (CMS
Energy's and Consumers' "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK
FACTORS" sections are incorporated herein by reference), that discuss important
factors that could cause CMS Energy's and Consumers' results to differ
materially from those anticipated in such statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CMS ENERGY CORPORATION
Dated: November 28, 2006
By: /s/ Thomas J. Webb
------------------------------
Thomas J. Webb
Executive Vice President and
Chief Financial Officer
CONSUMERS ENERGY COMPANY
Dated: November 28, 2006
By: /s/ Thomas J. Webb
------------------------------
Thomas J. Webb
Executive Vice President and
Chief Financial Officer
12