Table of Contents

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20132015

OR

 

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from_____to_____

 

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

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Name of Each Exchange

Registrant

 

Title of Class

 

on Which Registered

CMS Energy Corporation

 

Common Stock, $0.01 par value

 

New York Stock Exchange

Consumers Energy Company

 

Cumulative Preferred Stock, $100 par value: $4.50 Series

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the Registrantregistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

CMS Energy Corporation::  Yes x  No oConsumers Energy Company: Yes x No o

Consumers Energy Company: Yes x No o

 

Indicate by check mark if the Registrantregistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

CMS Energy Corporation

CMS Energy Corporation::  Yes o  No x  Consumers Energy Company: Yes o No x

Consumers Energy Company: Yes o No x

 

Indicate by check mark whether the Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

CMS Energy Corporation::  Yes x  No oConsumers Energy Company: Yes x No o

Consumers Energy Company: Yes x No o

 

Indicate by check mark whether the Registrantregistrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filefile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to submit and post such files).

CMS Energy Corporation::  Yes x  No oConsumers Energy Company: Yes x No o

Consumers Energy Company: Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

CMS Energy Corporation::  Large accelerated filer x  Accelerated filer o  Non-Accelerated filer o  Smaller reporting company o

(Do not check if a smaller reporting company)

Consumers Energy Company:  Large accelerated filer o  Accelerated filer o  Non-Accelerated filer x  Smaller reporting company o

(Do not check if a smaller reporting company)

Large accelerated filer x

Non-Accelerated filer o  (Do not check if a smaller reporting company)

Accelerated filer o

Smaller reporting company o

Consumers Energy Company:

Large accelerated filer o

Non-Accelerated filer x  (Do not check if a smaller reporting company)

Accelerated filer o

Smaller reporting company o

 

Indicate by check mark whether the Registrantregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

CMS Energy Corporation::  Yes o  No x  Consumers Energy Company: Yes o No x

Consumers Energy Company: Yes o No x

 

The aggregate market value of CMS Energy voting and non-voting common equity held by non-affiliates was $7.253$8.736 billion for the 266,947,124274,372,316 CMS Energy Common Stock shares outstanding on June 28, 201330, 2015 based on the closing sale price of $27.17$31.84 for CMS Energy Common Stock, as reported by the New York Stock Exchange on such date. There were no shares of Consumers common equity held by non-affiliates as of June 30, 2015.

 

There were 267,207,862277,970,146 shares of CMS Energy Common Stock outstanding on January 9, 2014,13, 2016, including 1,091,320803,551 shares owned by Consumers Energy Company. On January 9, 2014,13, 2016, CMS Energy held all voting and non-voting84,108,789 outstanding shares of common equity of Consumers.

Documents incorporated by reference in Part III: CMS Energy’s proxy statement and Consumers’ information statement relating to the 2014 annual meeting2016 Annual Meeting of stockholdersShareholders to be held May 16, 2014.6, 2016.

 



Table of Contents

 

CMS Energy Corporation

Consumers Energy Company

Annual Reports on Form 10-K to the Securities and Exchange Commission for the Year Ended

December 31, 20132015

 

TABLE OF CONTENTS

 

 

Page

Glossary

3

Filing Format

1011

Forward-Looking Statements and Information

1011

 

 

PART I:Part I

 

 

 

Item 1.

Business

13

14

Item 1A.

Risk Factors

31

30

Item 1B.

Unresolved Staff Comments

44

41

Item 2.

Properties

44

41

Item 3.

Legal Proceedings

44

42

Item 4.

Mine Safety Disclosures

44

42

Part II

 

 

 

PART II:

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

45

42

Item 6.

Selected Financial Data

46

43

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

46

43

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

46

44

Item 8.

Financial Statements and Supplementary Data

47

45

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

162

155

Item 9A.

Controls and Procedures

162

155

Item 9B.

Other Information

164

157

Part III

 

 

 

PART III:

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

164

157

Item 11.

Executive Compensation

165

158

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

165

158

Item 13.

Certain Relationships and Related Transactions, and Director Independence

165

158

Item 14.

Principal Accountant Fees and Services

165

158

Part IV

 

 

 

PART IV:

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

167

159

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2



Table of Contents

GLOSSARY

 

Certain terms used in the text and financial statements are defined below.

 

2008 Energy Law

2008 Energy Law
Comprehensive energy reform package enacted in Michigan in 2008

ABATE

Association of Businesses Advocating Tariff Equity

ABO

Accumulated benefit obligation; the liabilities of a pension plan based on service and pay to date, which differs from the PBO in that it does not reflect expected future salary increases

AFUDC

Allowance for borrowed and equity funds used during construction

AOCI

Accumulated other comprehensive income (loss)

ARO

Asset retirement obligation

Bay Harbor

A residential/commercial real estate area located near Petoskey, Michigan, in which CMS Energy sold its interest in 2002

bcf

Billion cubic feet

Big Rock

Big Rock Point nuclear power plant, formerly owned by Consumers

Btu

British thermal unit

CAIR

The Clean Air Interstate Rule

Cantera Gas Company

Cantera Gas Company LLC, a non-affiliated company, formerly known as CMS Field Services

Cantera Natural Gas, Inc.

Cantera Natural Gas, Inc., a non-affiliated company that purchased CMS Field Services

CAO

Chief Accounting Officer

CCR

Coal combustion residual

CEO

Chief Executive Officer

CERCLA

Comprehensive Environmental Response, Compensation and Liability Act of 1980

CFO

Chief Financial Officer

3



Table of Contents

 

city-gate contract

An arrangement made for the point at which a local distribution company physically receives gas from a supplier or pipeline

Clean Air Act

Federal Clean Air Act of 1963, as amended

Clean Water Act

Federal Water Pollution Control Act of 1972, as amended

CMS Capital

CMS Capital, L.L.C., a wholly owned subsidiary of CMS Energy

CMS Energy

CMS Energy Corporation, the parent of Consumers and CMS Enterprises

CMS Enterprises

CMS Enterprises Company, a wholly owned subsidiary of CMS Energy

CMS ERM

CMS Energy Resource Management Company, formerly known as CMS MST, a wholly owned subsidiary of CMS Enterprises

CMS Field Services

CMS Field Services, Inc., a former wholly owned subsidiary of CMS Gas Transmission

CMS Gas Transmission

CMS Gas Transmission Company, a wholly owned subsidiary of CMS Enterprises

CMS Land

CMS Land Company, a wholly owned subsidiary of CMS Capital

CMS MST

CMS Marketing, Services and Trading Company, a wholly owned subsidiary of CMS Enterprises, whose name was changed to CMS ERM in 2004

CMS Viron

CMS Viron Corporation, a wholly owned subsidiary of CMS ERM

Consumers

Consumers Energy Company, a wholly owned subsidiary of CMS Energy

Consumers Funding

Consumers Funding LLC, a wholly owned consolidated bankruptcy-remote subsidiary of Consumers and special-purpose entity organized for the sole purpose of purchasing and owning Securitization property, issuing Securitization bonds, and pledging its interest in Securitization property to a trustee to collateralize the Securitization bonds

CSAPR

The Cross-State Air Pollution Rule

DB SERP

Defined Benefit Supplemental Executive Retirement Plan

DCCP

Defined Company Contribution Plan

4ABATE



TableAssociation of ContentsBusinesses Advocating Tariff Equity

 

DC SERP

Defined Contribution Supplemental Executive Retirement Plan

DIG

Dearborn Industrial Generation, L.L.C., a wholly owned subsidiary of Dearborn Industrial Energy, L.L.C., a wholly owned subsidiary of CMS Energy

Dodd-Frank Act

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

DOE

U.S. Department of Energy

DOJ

U.S. Department of Justice

DTE Electric

DTE Electric Company, a non-affiliated company

DTE Gas

DTE Gas Company, a non-affiliated company

EBITDA

Earnings before interest, taxes, depreciation, and amortization

EGWP

Employer Group Waiver Plan

EnerBank

EnerBank USA, a wholly owned subsidiary of CMS Capital

Entergy

Entergy Corporation, a non-affiliated company

Environmental Mitigation Projects

Environmentally beneficial projects that a party agrees to undertake as part of the settlement of an enforcement action, but which the party is not otherwise legally required to perform

EPA

U.S. Environmental Protection Agency

EPS

Earnings per share

Exchange Act

Securities Exchange Act of 1934, as amended

FDIC

Federal Deposit Insurance Corporation

FERC

The Federal Energy Regulatory Commission

fine particulate matter

Particulate matter that is 2.5 microns or less in diameter

First Mortgage Bond Indenture

The indenture dated as of September 1, 1945 between Consumers and The Bank of New York Mellon, as Trustee, as amended and supplemented

FLI Liquidating Trust

Trust formed in Missouri bankruptcy court to accomplish the liquidation of Farmland Industries, Inc., a non-affiliated entity

FMB

First mortgage bond

FOV

Finding of Violation

5ABO



TableAccumulated benefit obligation; the liabilities of Contentsa pension plan based on service and pay to date, which differs from the PBO in that it does not reflect expected future salary increases

 

FTR

Financial transmission right

GAAP

U.S. Generally Accepted Accounting Principles

GCC

Gas Customer Choice, which allows gas customers to purchase gas from alternative suppliers

GCR

Gas cost recovery

Genesee

Genesee Power Station Limited Partnership, a VIE in which HYDRA-CO Enterprises, Inc., a wholly owned subsidiary of CMS Enterprises, has a 50 percent interest

Grayling

Grayling Generating Station Limited Partnership, a VIE in which HYDRA-CO Enterprises, Inc., a wholly owned subsidiary of CMS Enterprises, has a 50 percent interest

GWh

Gigawatt-hour, a unit of energy equal to one billion watt-hours

Health Care Acts

Comprehensive health care reform enacted in March 2010, comprising the Patient Protection and Affordable Care Act and the related Health Care and Education Reconciliation Act

IRS

Internal Revenue Service

kilovolts

Thousand volts, a unit used to measure the difference in electrical pressure along a current

kVA

Thousand volt-amperes, a unit used to reflect the electrical power capacity rating of equipment or a system

kWh

Kilowatt-hour, a unit of energy equal to one thousand watt-hours

LIBOR

The London Interbank Offered Rate

Ludington

Ludington pumped-storage plant, jointly owned by Consumers and DTE Electric

MACT

Maximum Achievable Control Technology, which is the emission control that is achieved in practice by the best-controlled similar source

MATS

Mercury and Air Toxics Standards, which limit mercury, acid gases, and other toxic pollution from coal-fueled and oil-fueled power plants

MBT

Michigan Business Tax

mcf

Thousand cubic feet

MCIT

Michigan Corporate Income Tax

6AFUDC



Table of ContentsAllowance for borrowed and equity funds used during construction

 

MCV Facility

A 1,647 MW gas-fueled, combined-cycle cogeneration facility operated by the MCV Partnership

MCV Partnership

Midland Cogeneration Venture Limited Partnership

MCV PPA

PPA between Consumers and the MCV Partnership

MD&A

Management’s Discussion and Analysis of Financial Condition and Results of Operations

MDEQ

Michigan Department of Environmental Quality

MDL

A pending multi-district litigation case in Nevada arising out of several consolidated cases

MGP

Manufactured gas plant

MISO

The Midcontinent Independent System Operator, Inc.

mothball

To place a generating unit into a state of extended reserve shutdown in which the unit is inactive and unavailable for service for a specified period, during which the unit can be brought back into service after receiving appropriate notification and completing any necessary maintenance or other work; generation owners in MISO must request approval to mothball a unit, and MISO then evaluates the request for reliability impacts

MPSC

Michigan Public Service Commission

MRV

Market-related value of plan assets

MW

Megawatt, a unit of power equal to one million watts

MWh

Megawatt-hour, a unit of energy equal to one million watt-hours

NAV

Net asset value

NERC

The North American Electric Reliability Corporation, a non-affiliated company responsible for developing and enforcing reliability standards, monitoring the bulk power system, and educating and certifying industry personnel

NOV

Notice of Violation

NPDES

National Pollutant Discharge Elimination System, a permit system for regulating point sources of pollution under the Clean Water Act

NREPA

Part 201 of the Michigan Natural Resources and Environmental Protection Act, a statute that covers environmental activities including remediation

7AOCI



Table of ContentsAccumulated other comprehensive income (loss)

 

NSR

New Source Review, a construction-permitting program under the Clean Air Act

NYMEX

The New York Mercantile Exchange

OPEB

Other Post-Employment Benefits

OPEB Plan

Defined benefit postretirement health-care and life insurance plans of CMS Energy, Consumers, and Panhandle

Palisades

Palisades nuclear power plant, sold by Consumers to Entergy in 2007

Panhandle

Panhandle Eastern Pipe Line Company, a former wholly owned subsidiary of CMS Gas Transmission

PBO

Projected benefit

ARO
Asset retirement obligation

PCB

Polychlorinated biphenyl

Pension Plan

Trusteed, non-contributory, defined benefit pension plan of CMS Energy, Consumers, and Panhandle

PISP

Performance Incentive Stock Plan

PPA

Power purchase agreement

PSCR

Power supply cost recovery

PSD

Prevention of Significant Deterioration

REC

Renewable energy credit established under the 2008 Energy Law

ReliabilityFirst Corporation

ReliabilityFirst Corporation, a non-affiliated company responsible for the preservation and enhancement of bulk power system reliability and security

Renewable Operating Permit

Michigan’s Title V permitting program under the Clean Air Act

Resource Conservation and Recovery Act

Federal Resource Conservation and Recovery Act of 1976

RMRR

Routine maintenance, repair, and replacement

ROA

Retail Open Access, which allows electric generation customers to choose alternative electric suppliers pursuant to a Michigan statute enacted in 2000

S&P

Standard & Poor’s Financial Services LLC

SEC

U.S. Securities and Exchange Commission

8



Table of Contents

 

Securitization

A financing method authorized by statute and approved by the MPSC which allows a utility to sell its right to receive a portion of the rate payments received from its customers for the repayment of securitization bonds issued by a special-purpose entity affiliated with such utility

Sherman Act

Sherman Antitrust Act of 1890

Smart Energy

Consumers’ Smart Energy grid modernization project, which includes the installation of smart meters that transmit and receive data, a two-way communications network, and modifications to Consumers’ existing information technology system to manage the data and enable changes to key business processes

T.E.S. Filer City

T.E.S. Filer City Station Limited Partnership, a VIE in which HYDRA-CO Enterprises, Inc., a wholly owned subsidiary of CMS Enterprises, has a 50 percent interest

Title V

A federal program under the Clean Air Act designed to standardize air quality permits and the permitting process for major sources of emissions across the U.S.

Trunkline

Trunkline Gas Company, LLC, a non-affiliated company and wholly owned subsidiary of Panhandle

TSR

Total shareholder return

USW

United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO-CLC

UWUA

Utility Workers Union of America, AFL-CIO

VEBA trust

Voluntary employees’ beneficiary association trusts accounts established specifically to set aside employer-contributed assets to pay for future expenses of the OPEB Plan

VIE

Variable interest entity

9ASU



Table of ContentsFinancial Accounting Standards Board Accounting Standards Update

 

Bay Harbor
A residential/commercial real estate area located near Petoskey, Michigan, in which CMS Energy sold its interest in 2002

bcf
Billion cubic feet

Btu
British thermal unit

Cantera Gas Company
Cantera Gas Company LLC, a non-affiliated company, formerly known as CMS Field Services

Cantera Natural Gas, Inc.
Cantera Natural Gas, Inc., a non-affiliated company that purchased CMS Field Services

CAO
Chief Accounting Officer

Cash Balance Pension Plan
Cash balance pension plan of CMS Energy and Consumers

CCR
Coal combustion residual

CEO
Chief Executive Officer

CERCLA
Comprehensive Environmental Response, Compensation, and Liability Act of 1980

CFO
Chief Financial Officer

city-gate contract
An arrangement made for the point at which a local distribution company physically receives gas from a supplier or pipeline

Clean Air Act
Federal Clean Air Act of 1963, as amended

Clean Water Act
Federal Water Pollution Control Act of 1972, as amended

CMS Capital
CMS Capital, L.L.C., a wholly owned subsidiary of CMS Energy

CMS Energy
CMS Energy Corporation and its consolidated subsidiaries, unless otherwise noted; the parent of Consumers and CMS Enterprises

CMS Enterprises
CMS Enterprises Company, a wholly owned subsidiary of CMS Energy

CMS ERM
CMS Energy Resource Management Company, formerly known as CMS MST, a wholly owned subsidiary of CMS Enterprises

CMS Field Services
CMS Field Services, Inc., a former wholly owned subsidiary of CMS Gas Transmission

CMS Gas Transmission
CMS Gas Transmission Company, a wholly owned subsidiary of CMS Enterprises

CMS Land
CMS Land Company, a wholly owned subsidiary of CMS Capital

CMS MST
CMS Marketing, Services and Trading Company, a wholly owned subsidiary of CMS Enterprises, whose name was changed to CMS ERM in 2004

Consumers
Consumers Energy Company and its consolidated subsidiaries, unless otherwise noted; a wholly owned subsidiary of CMS Energy

Consumers 2014 Securitization Funding
Consumers 2014 Securitization Funding LLC, a wholly owned consolidated bankruptcy-remote subsidiary of Consumers and special-purpose entity organized for the sole purpose of purchasing and owning Securitization property, issuing Securitization bonds, and pledging its interest in Securitization property to a trustee to collateralize the Securitization bonds

CSAPR
The Cross-State Air Pollution Rule

DB Pension Plan
Defined benefit pension plan of CMS Energy and Consumers, including certain present and former affiliates and subsidiaries

DB SERP
Defined Benefit Supplemental Executive Retirement Plan

DCCP
Defined Company Contribution Plan

DC SERP
Defined Contribution Supplemental Executive Retirement Plan

DIG
Dearborn Industrial Generation, L.L.C., a wholly owned subsidiary of Dearborn Industrial Energy, L.L.C., a wholly owned subsidiary of CMS Energy

Dodd-Frank Act
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

DOE
U.S. Department of Energy

DTE Electric
DTE Electric Company, a non-affiliated company

DTE Gas
DTE Gas Company, a non-affiliated company

DTIA
Distribution-Transmission Interconnection Agreement dated April 1, 2001 between METC and Consumers, as amended

EBITDA
Earnings before interest, taxes, depreciation, and amortization

EnerBank
EnerBank USA, a wholly owned subsidiary of CMS Capital

Entergy
Entergy Corporation, a non-affiliated company

EPA
U.S. Environmental Protection Agency

EPS
Earnings per share

Exchange Act
Securities Exchange Act of 1934

FDIC
Federal Deposit Insurance Corporation

FERC
The Federal Energy Regulatory Commission

First Mortgage Bond Indenture
The indenture dated as of September 1, 1945 between Consumers and The Bank of New York Mellon, as Trustee, as amended and supplemented

FLI Liquidating Trust
Trust formed in Missouri bankruptcy court to accomplish the liquidation of Farmland Industries, Inc., a non-affiliated entity

FMB
First mortgage bond

FTR
Financial transmission right

GAAP
U.S. Generally Accepted Accounting Principles

GCC
Gas Customer Choice, which allows gas customers to purchase gas from alternative suppliers

GCR
Gas cost recovery

Genesee
Genesee Power Station Limited Partnership, a variable interest entity in which HYDRA-CO Enterprises, Inc., a wholly owned subsidiary of CMS Enterprises, has a 50 percent interest

Grayling
Grayling Generating Station Limited Partnership, a variable interest entity in which HYDRA-CO Enterprises, Inc., a wholly owned subsidiary of CMS Enterprises, has a 50 percent interest

GWh
Gigawatt-hour, a unit of energy equal to one billion watt-hours

Health Care Acts
Comprehensive health care reform enacted in 2010, comprising the Patient Protection and Affordable Care Act and the related Health Care and Education Reconciliation Act

IRS
Internal Revenue Service

kilovolts
Thousand volts, a unit used to measure the difference in electrical pressure along a current

kVA
Thousand volt-amperes, a unit used to reflect the electrical power capacity rating of equipment or a system

kWh
Kilowatt-hour, a unit of energy equal to one thousand watt-hours

LIBOR
The London Interbank Offered Rate

Ludington
Ludington pumped-storage plant, jointly owned by Consumers and DTE Electric

MATS
Mercury and Air Toxics Standards, which limit mercury, acid gases, and other toxic pollution from coal-fueled and oil-fueled power plants

MBT
Michigan Business Tax

mcf
Thousand cubic feet

MCIT
Michigan Corporate Income Tax

MCV Facility
A 1,647 MW natural gas-fueled, combined-cycle cogeneration facility operated by the MCV Partnership

MCV Partnership
Midland Cogeneration Venture Limited Partnership

MCV PPA
PPA between Consumers and the MCV Partnership

MD&A
Management’s Discussion and Analysis of Financial Condition and Results of Operations

MDEQ
Michigan Department of Environmental Quality

METC
Michigan Electric Transmission Company, LLC, a non-affiliated company

MGP
Manufactured gas plant

Michigan Mercury Rule
Michigan Air Pollution Control Rules, Part 15, Emission Limitations and Prohibitions – Mercury, addressing mercury emissions from coal-fueled electric generating units

MISO
Midcontinent Independent System Operator, Inc.

mothball
To place a generating unit into a state of extended reserve shutdown in which the unit is inactive and unavailable for service for a specified period, during which the unit can be brought back into service after receiving appropriate notification and completing any necessary maintenance or other work; generation owners in MISO must request approval to mothball a unit, and MISO then evaluates the request for reliability impacts

MPSC
Michigan Public Service Commission

MRV
Market-related value of plan assets

MW
Megawatt, a unit of power equal to one million watts

MWh
Megawatt-hour, a unit of energy equal to one million watt-hours

NAAQS
National Ambient Air Quality Standards

NAV
Net asset value

NERC
The North American Electric Reliability Corporation, a non-affiliated company responsible for developing and enforcing reliability standards, monitoring the bulk power system, and educating and certifying industry personnel

NPDES
National Pollutant Discharge Elimination System, a permit system for regulating point sources of pollution under the Clean Water Act

NREPA
Part 201 of the Michigan Natural Resources and Environmental Protection Act, a statute that covers environmental activities including remediation

NSR
New Source Review, a construction-permitting program under the Clean Air Act

OPEB
Other Post-Employment Benefits

OPEB Plan
Postretirement health care and life insurance plans of CMS Energy and Consumers, including certain present and former affiliates and subsidiaries

Palisades
Palisades nuclear power plant, sold by Consumers to Entergy in 2007

PBO
Projected benefit obligation

PCB
Polychlorinated biphenyl

PISP
Performance Incentive Stock Plan

PPA
Power purchase agreement

PSCR
Power supply cost recovery

REC
Renewable energy credit established under the 2008 Energy Law

ReliabilityFirst Corporation
ReliabilityFirst Corporation, a non-affiliated company responsible for the preservation and enhancement of bulk power system reliability and security

Resource Conservation and Recovery Act
Federal Resource Conservation and Recovery Act of 1976

RMRR
Routine maintenance, repair, and replacement

ROA
Retail Open Access, which allows electric generation customers to choose alternative electric suppliers pursuant to a Michigan statute enacted in 2000

S&P
Standard & Poor’s Financial Services LLC

SEC
U.S. Securities and Exchange Commission

Securitization
A financing method authorized by statute and approved by the MPSC which allows a utility to sell its right to receive a portion of the rate payments received from its customers for the repayment of securitization bonds issued by a special-purpose entity affiliated with such utility

Sherman Act
Sherman Antitrust Act of 1890

Smart Energy
Consumers’ Smart Energy grid modernization project, which includes the installation of smart meters that transmit and receive data, a two-way communications network, and modifications to Consumers’ existing information technology system to manage the data and enable changes to key business processes

T.E.S. Filer City
T.E.S. Filer City Station Limited Partnership, a variable interest entity in which HYDRA-CO Enterprises, Inc., a wholly owned subsidiary of CMS Enterprises, has a 50 percent interest

USW
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO-CLC

UWUA
Utility Workers Union of America, AFL-CIO

VEBA trust
Voluntary employees’ beneficiary association trusts accounts established specifically to set aside employer-contributed assets to pay for future expenses of the OPEB Plan

FILING FORMAT

 

This combined Form 10-K is separately filed by CMS Energy and Consumers. Information in this combined Form 10-K relating to each individual registrant is filed by such registrant on its own behalf. Consumers makes no representation regarding information relating to any other companies affiliated with CMS Energy other than its own subsidiaries. None of CMS Energy, CMS Enterprises, nor any of CMS Energy’s other subsidiaries (other than Consumers) has any obligation in respect of Consumers’ debt securities and holders of such debt securities should not consider the financial resources or results of operations of CMS Energy, CMS Enterprises, nor any of CMS Energy’s other subsidiaries (other than Consumers and its own subsidiaries (in relevant circumstances)) in making a decision with respect to Consumers’ debt securities. Similarly, none ofneither Consumers nor any other subsidiary of CMS Energy has any obligation in respect of debt securities of CMS Energy.

 

FORWARD-LOOKING STATEMENTS AND INFORMATION

 

This Form 10-K and other written and oral statements that CMS Energy and Consumers makedisclosures may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. The use of “might,” “may,” “could,” “should,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “forecasts,” “predicts,” “assumes,” and other similar words is intended to identify forward-looking statements that involve risk and uncertainty. This discussion of potential risks and uncertainties is designed to highlight important factors that may impact CMS Energy’s and Consumers’ businesses and financial outlook. CMS Energy and Consumers have no obligation to update or revise forward-looking statements regardless of whether new information, future events, or any other factors affect the information contained in the statements. These forward-looking statements are subject to various factors that could cause CMS Energy’s and Consumers’ actual results to differ materially from the results anticipated in these statements. These factors include, but are not limited to, the following, all of which are potentially significant:

 

·                 the impact of new regulation by the MPSC, or FERC, and other applicable governmental proceedings and regulations, including any associated impact on electric or gas rates or rate structures;structures

 

·                 potentially adverse regulatory treatment or failure to receive timely regulatory orders affecting Consumers that are or could come before the MPSC, FERC, or other governmental authorities;authorities

 

·                 changes in the performance of or regulations applicable to MISO, Michigan Electric Transmission Company,METC, pipelines, railroads, vessels, or other service providers that CMS Energy, Consumers, or any of their affiliates rely on to serve their customers;customers

 

·                 the adoption of federal or state laws or regulations or changes in applicable laws, rules, regulations, principles, or practices, or in their interpretation, includingsuch as those related to energy policy and ROA, gas pipeline safety, gas pipeline capacity, energy efficiency, the environment, regulation or deregulation, reliability, health care reforms (including the Health Care Acts), taxes, accounting matters, climate change, air emissions, renewable energy, potential effects of the Dodd-Frank Act, and other business issues that could have an impact on CMS Energy’s, Consumers’, or Consumers’any of their affiliates’ businesses or financial results including laws or regulations regarding climate change and air emissions and potential effects of the Dodd-Frank Act and related regulations on CMS Energy, Consumers, or any of their affiliates;

 

·                 potentially adverse regulatory or legal interpretations or decisions regarding environmental matters, or delayed regulatory treatment or permitting decisions that are or could come before the MDEQ, EPA, and/or U.S. Army Corps of Engineers, and potential environmental remediation costs associated with these interpretations or decisions, including those that may affect Bay Harbor or Consumers’ RMRR classification under NSR regulations;regulations

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·                 changes in energy markets, including availability and price of electric capacity and the timing and extent of changes in commodity prices and availability and deliverability of coal, natural gas, natural gas liquids, electricity, oil, and certain related products;products

 

·                 the price of CMS Energy common stock, the credit ratings of CMS Energy and Consumers, capital and financial market conditions, and the effect of these market conditions on CMS Energy’s and Consumers’ interest costs and access to the capital markets, including availability of financing to CMS Energy, Consumers, or any of their affiliates;affiliates

 

·                 the investment performance of the assets of CMS Energy’s and Consumers’ pension and benefit plans, and the discount rates used in calculating the plans’ obligations, and the resulting impact on future funding requirements;requirements

 

·                 the impact of the economy, particularly in Michigan, and potential future volatility in the financial and credit markets on CMS Energy’s, Consumers’, or any of their affiliates’ revenues, ability to collect accounts receivable from customers, or cost and availability of capital;capital

 

·                 changes in the economic and financial viability of CMS Energy’s and Consumers’ suppliers, customers, and other counterparties and the continued ability of these third parties, including third partiesthose in bankruptcy, to meet their obligations to CMS Energy and Consumers;Consumers

 

·                 population changes in the geographic areas where CMS Energy and Consumers conduct business;business

 

·                 national, regional, and local economic, competitive, and regulatory policies, conditions, and developments including municipal bankruptcy filings;

 

·                 loss of customer demand for electric generation supply to alternative energy suppliers;suppliers, increased use of distributed generation, or energy efficiency

 

·                 federal regulation of electric sales and transmission of electricity, including periodic re-examination by federal regulators of CMS Energy’s and Consumers’ market-based sales authorizations in wholesale power markets without price restrictions;

 

·                 the impact of credit markets, economic conditions, and any new banking regulations on EnerBank;EnerBank

 

·                 the availability, cost, coverage, and terms of insurance, the stability of insurance providers, and the ability of Consumers to recover the costs of any insurance from customers;customers

 

·                 the effectiveness of CMS Energy’s and Consumers’ risk management policies, procedures, and strategies, including strategies to hedge risk related to future prices of electricity, natural gas, and other energy-related commodities;commodities

 

·                 factors affecting development of electric generation projects and gas and electric transmission and distribution infrastructure replacement, conversion, and expansion projects, including thosefactors related to project site identification, construction material pricing, schedule delays, availability of qualified construction personnel, permitting, and government approvals;approvals

 

·                 factors affecting operations, such as costs and availability of personnel, equipment, and materials, unusual weather conditions, natural disasters, catastrophic weather-related damage, scheduled or unscheduled equipment outages, maintenance or repairs, environmental incidents, equipment failures, and electric transmission and distribution or gas pipeline system constraints;constraints

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·                 potential disruption to, interruption of, or other impacts on facilities, utility infrastructure, or operations due to accidents, explosions, physical disasters, cyber incidents, vandalism, war, or terrorism, and the ability to obtain or maintain insurance coverage for these events;events

 

·                 changes or disruption in fuel supply, including but not limited to rail or vessel transport of coalsupplier bankruptcy and pipeline transport of natural gas;delivery disruptions

 

·                 potential costs, lost revenues, or other consequences resulting from misappropriation of assets or sensitive information, corruption of data, or operational disruption in connection with a cyber attack or other cyber incident;incident

 

·                 technological developments in energy production, storage, delivery, usage, and metering

·the ability to implement technology, including Smart Energy, and the success of its implementation;successfully

 

·                 the impact of CMS Energy’s and Consumers’ integrated business software system and its operationeffects on their activities,operations, including utility customer billing and collections;collections

 

·                 adverse consequences resulting from any past, present, or future assertion of indemnity or warranty claims associated with assets and businesses previously owned by CMS Energy or Consumers, including claims resulting from attempts by foreign or domestic governments to assess taxes on or to impose environmental liability associated with past operations or transactions;transactions

 

·                 the outcome, cost, and other effects of any legal or administrative claims, proceedings, settlements, investigations, or claims;settlements

·the reputational impact on CMS Energy and Consumers of operational incidents, violations of corporate policies, regulatory violations, inappropriate use of social media, and other events

 

·                 restrictions imposed by various financing arrangements and regulatory requirements on the ability of Consumers and other subsidiaries of CMS Energy to transfer funds to CMS Energy in the form of cash dividends, loans, or advances;advances

 

·                 earnings volatility resulting from the application of fair value accounting to certain energy commodity contracts or interest rate contracts;contracts

 

·                 changes in financial or regulatory accounting principles or policies including a possible future requirement to comply with International Financial Reporting Standards, which differ from GAAP in various ways, including the present lack of special accounting treatment for regulated activities; and

 

·                 other matters that may be disclosed from time to time in CMS Energy’s and Consumers’ SEC filings, or in other publicly issued documents.public documents

 

All forward-looking statements should be considered in the context of the risk and other factors described above and as detailed from time to time in CMS Energy’s and Consumers’ SEC filings. For additional details regarding these and other uncertainties, see Item 1A. Risk Factors; Item 8. Financial Statements and Supplementary Data, Data—MD&A — &A—Outlook; and Item 8. Financial Statements and Supplementary Data, Data—Notes to the Consolidated Financial Statements — Statements—Note 2,3, Regulatory Matters and Note 3,4, Contingencies and Commitments.

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PART IItem 1. Business

 

ITEM 1. BUSINESS

GENERAL

 

CMS ENERGYCMS Energy

 

CMS Energy was formed as a corporation in Michigan in 1987 and is an energy company operating primarily in Michigan. It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and CMS Enterprises, primarily a domestic independent power producer. Consumers serves individuals and businesses operating in the alternative energy, automotive, chemical, metal, and food products industries, as well as a diversified group of other industries. CMS Enterprises, through its subsidiaries and equity investments, is engaged primarily in independent power production and owns power generation facilities fueled mostly by natural gas and biomass.

 

CMS Energy manages its businesses by the nature of services each provides, and operates principally in three business segments: electric utility, gas utility, and enterprises, its non-utility operations and investments. Consumers’ consolidated operations account for substantially allthe substantial majority of CMS Energy’s total assets, income, and operating revenue. CMS Energy’s consolidated operating revenue was $6.5 billion in 2015, $7.2 billion in 2014, and $6.6 billion in 2013, $6.3 billion in 2012, and $6.5 billion in 2011.2013.

 

For further information about operating revenue, operating income, and identifiable assets and liabilities attributable to all of CMS Energy’s business segments and operations, see Item 8. Financial Statements and Supplementary Data, Data—CMS Energy’s Selected Financial Information, Consolidated Financial Statements, and Notes to the Consolidated Financial Statements.

 

CONSUMERSConsumers

 

Consumers has served Michigan customers since 1886. Consumers was incorporated in Maine in 1910 and became a Michigan corporation in 1968. Consumers owns and operates electric distributiongeneration, transmission, and generationdistribution facilities and gas transmission, storage, and distribution facilities. It provides electricity and/or natural gas to 6.56.7 million of Michigan’s 10 million residents. Consumers’ rates and certain other aspects of its business are subject to the jurisdiction of the MPSC and FERC, as well as to NERC reliability standards, as described in “CMS Energy and Consumers Regulation” in this Item 1.

 

Consumers’ consolidated operating revenue was $6.3$6.2 billion in 2013, $6.02015, $6.8 billion in 2012,2014, and $6.3 billion in 2011.2013. For further information about operating revenue, operating income, and identifiable assets and liabilities attributable to Consumers’ electric and gas utility operations, see Item 8. Financial Statements and Supplementary Data, Data—Consumers’ Selected Financial Information, Consolidated Financial Statements, and Notes to the Consolidated Financial Statements.

 

Consumers owns its principal properties in fee, except that most electric lines and gas mains are located below or adjacent to public roads or on land owned by others and are accessed by Consumers through easements and other rights. Almost all of Consumers’ properties are subject to the lien of its First Mortgage Bond Indenture. For additional information on Consumers’ properties, see Item 1. Business—Business Segments—Consumers Electric Utility — Utility—Electric Utility Properties and Consumers Gas Utility — Utility—Gas Utility Properties in the “Business Segments” section of this Item 1.Properties.

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In 2013,2015, Consumers served 1.8million electric customers and 1.7 million gas customers in Michigan’s Lower Peninsula. Presented in the following map isare Consumers’ service territory:territories:

 

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BUSINESS SEGMENTS

 

CONSUMERS ELECTRIC UTILITYConsumers Electric Utility

 

Electric Utility Operations: Consumers’ electric utility operations, which include the generation, purchase, transmission, distribution, and sale of electricity, generated operating revenue of $4.2 billion in 2013, $4.02015, $4.4 billion in 2012,2014, and $3.9$4.2 billion in 2011.2013. Consumers’ electric utility customer base consists of a mix of primarily residential, commercial, and diversified industrial customers in Michigan’s Lower Peninsula.

Presented in the following illustration is Consumers’ 20132015 electric utility operating revenue of $4.2 billion by customer class:

 

 

Consumers’ electric utility operations are not dependent on a single customer, or even a few customers, and the loss of any one or even a few of Consumers’ largest customers is not reasonably likely to have a material adverse effect on Consumers’ financial condition.

 

In 2013,2015, Consumers’ electric deliveries were 37 billion kWh, which included ROA deliveries of four billion kWh, resulting in net bundled sales of 33 billion kWh. In 2012,2014, Consumers’ electric deliveries were 38 billion kWh, which included ROA deliveries of four billion kWh, resulting in net bundled sales of 34 billion kWh.

 

Consumers’ electric utility operations are seasonal. The consumption of electric energy typically increases in the summer months, due primarily to the use of air conditioners and other cooling equipment.

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Presented in the following illustration are Consumers’ monthly weather-adjusted electric deliveries (deliveries adjusted to reflect normal weather conditions) to its customers, including ROA deliveries, during 20132015 and 2012:2014:

 

 

Consumers’ 20132015 summer peak demand was 8,5097,812 MW, which included ROA demand of 556581 MW. For the 2012-20132014-2015 winter period, Consumers’ peak demand was 5,8456,067 MW, which included ROA demand of 461492 MW. As required by MISO reserve margin requirements, Consumers owns or controls, through long-term contracts,PPAs and short-term capacity purchases, essentially all of the capacity required to supply most of its projected firm peak load and necessary reserve margin for summer 2014.  Consumers expects to acquire the balance of its 2014 requirements through MISO’s forward capacity auction scheduled to be conducted in April 2014.2016.

 

Electric Utility Properties: Consumers’ distribution system consists of:

 

·                 422434 miles of high-voltage distribution radial lines operating at 120 kilovolts or above;above

·                 4,2594,251 miles of high-voltage distribution overhead lines operating at 23 kilovolts, 46 kilovolts and 69 kilovolts;kilovolts

·                 18 miles of high-voltage distribution underground lines operating at 2346 kilovolts and 46 kilovolts;

·                 55,99656,023 miles of electric distribution overhead lines;lines

·                 10,21010,383 miles of underground distribution lines; andlines

·                 substations with an aggregate transformer capacity of 24 million kVA.kVA

 

Consumers is interconnected to the interstate high-voltage electric transmission system owned by Michigan Electric Transmission Company, LLC, a non-affiliated company,METC and operated by MISO. Consumers is also interconnected to neighboring utilities and to other transmission systems.

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At December 31, 2013,Presented in the following table are details about Consumers’ electric generating system consisted of the following:at December 31, 2015:

 

 

Number of Units and

 

2013 Generation Capacity

1

2013 Net Generation

 

 

Number of Units and

 

2015
Generation Capacity

1

2015 Net Generation

 

Name and Location (Michigan)

 

Year Entered Service

 

(MW)

 

(GWh)

 

 

Year Entered Service

 

(MW) 

 

(GWh) 

 

Coal generation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

J.H. Campbell 1 & 2 – West Olive

 

2 Units, 1962-1967

 

607

 

3,167

 

 

2 Units, 1962-1967

 

603

 

3,182

 

J.H. Campbell 3 – West Olive2

 

1 Unit, 1980

 

751

 

5,054

 

 

1 Unit, 1980

 

751

 

5,132

 

B.C. Cobb 4 & 5 – Muskegon3

 

2 Units, 1956-1957

 

312

 

1,801

 

 

2 Units, 1956-1957

 

280

 

1,825

 

D.E. Karn 1 & 2 – Essexville

 

2 Units, 1959-1961

 

515

 

2,630

 

 

2 Units, 1959-1961

 

515

 

1,990

 

J.C. Weadock 7 & 8 – Essexville3

 

2 Units, 1955-1958

 

290

 

1,639

 

 

2 Units, 1955-1958

 

303

 

1,934

 

J.R. Whiting 1-3 – Erie3

 

3 Units, 1952-1953

 

324

 

1,660

 

 

3 Units, 1952-1953

 

319

 

1,770

 

Total coal generation

 

 

 

2,799

 

15,951

 

 

 

 

2,771

 

15,833

 

Oil/Gas steam generation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

B.C. Cobb 1-3 – Muskegon4

 

3 Units, 1999-2000

 

-

 

-

 

D.E. Karn 3 & 4 – Essexville

 

2 Units, 1975-1977

 

1,276

 

35

 

Jackson – Jackson4

 

1 Unit, 2002

 

-

 

130

 

D.E. Karn 3 & 4 – Essexville5

 

2 Units, 1975-1977

 

1,155

 

1

 

Zeeland (combined cycle) – Zeeland

 

1 Unit, 2002

 

519

 

1,209

 

 

3 Units, 2002

 

527

 

3,258

 

Total oil/gas steam generation

 

 

 

1,795

 

1,244

 

 

 

 

1,682

 

3,389

 

Hydroelectric

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conventional hydro generation

 

13 Plants, 1906-1949

 

76

 

443

 

Ludington – Ludington

 

6 Units, 1973

 

953

5

(371

)6

 

6 Units, 1973

 

992

6

(186

)7

Conventional hydro generation – various locations

 

35 Units, 1906-1949

 

77

 

427

 

Total hydroelectric

 

 

 

1,029

 

72

 

 

 

 

1,069

 

241

 

Gas/Oil combustion turbine

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Various plants

 

7 Plants, 1966-1971

 

40

 

4

 

Zeeland (simple cycle) – Zeeland

 

2 Units, 2001

 

308

 

171

 

 

2 Units, 2001

 

316

 

212

 

Various plants – various locations8

 

8 Units, 1966-1971

 

13

 

-

 

Total gas/oil combustion turbine

 

 

 

348

 

175

 

 

 

 

329

 

212

 

Wind generation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lake Winds® Energy Park

 

56 Turbines, 2012

 

13

 

261

 

Cross Winds® Energy Park – Tuscola County

 

62 Turbines, 2014

 

16

 

365

 

Lake Winds® Energy Park – Mason County

 

56 Turbines, 2012

 

18

 

264

 

Total wind generation

 

 

 

13

 

261

 

 

 

 

34

 

629

 

Total owned generation

 

 

 

5,984

 

17,703

 

 

 

 

5,885

 

20,304

 

Purchased and interchange power7

 

 

 

2,619

8

16,777

9

Purchased and interchange power9

 

 

 

2,877

10

15,210

11

Total supply

 

 

 

8,603

 

34,480

 

 

 

 

8,762

 

35,514

 

Generation and transmission use/loss

 

 

 

 

 

1,582

 

 

 

 

 

 

2,171

 

Total net bundled sales

 

 

 

 

 

32,898

 

 

 

 

 

 

33,343

 

 

1                   Represents each plant’s electric generation capacity during the summer months.

 

2                   Represents Consumers’ share of the capacity of the J.H. Campbell 3 unit, net of the 6.69-percent ownership interest of the Michigan Public Power Agency and Wolverine Power Supply Cooperative, Inc.

 

3Subject to a successful Securitization transaction,                   Consumers plans to retire these seven smaller coal-fueled generating units by April 2016.  For further information, see Item 8. Financial Statements and Supplementary Data, MD&A – Outlook, “Consumers Electric Utility Business Outlook and Uncertainties – Balanced Energy Initiative.”

 

4                   B.C. Cobb 1-3 were coal-fueled units that were retired and subsequently converted to gas-fueled units.  B.C. Cobb 1-3 were placed back into serviceConsumers completed the purchase of this plant in the years indicated and mothballed beginning in April 2009.  Subject to a successful Securitization transaction, Consumers plans to retire these units by April 2016.December 2015.

 

5                   These units were mothballed in October 2014 and returned to service in June 2015.

6Represents Consumers’ 51-percent share of the capacity of Ludington. DTE Electric holds the remaining 49-percent ownership interest.

 

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67                   Represents Consumers’ share of net pumped-storage generation. The pumped-storage facility consumes electricity to pump water during off-peak hours for storage in order to generate electricity later during peak-demand hours.

8                   Includes units that were mothballed beginning on various dates between October 2010 and October 2014.

 

79                   Includes purchases from the MISO capacity and energy market,markets, and long-term purchase contracts, and seasonal purchases.PPAs.

 

810              Includes 1,240 MW of purchased contract capacity from the MCV Facility and 778 MW of purchased contract capacity from Palisades.

 

911              Includes 2,3813,096 GWh of purchased energy from the MCV Facility and 6,9156,910 GWh of purchased energy from Palisades.

 

Consumers’ generation capacity is a measure of the maximum electric output that Consumers has available to meet peak load requirements. As shown in the following illustration, Consumers’ 20132015 generation capacity of 8,6038,762 MW, including purchased capacity of 2,6192,877 MW, relied on a variety of fuel sources:

 

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Electric Utility Supply: OverPresented in the following table are the sources of Consumers’ electric supply over the last five years, Consumers’ electric supply came from the following sources:years:

 

 

 

 

 

 

 

 

 

 

GWh

 

 

 

 

 

 

 

 

 

 

GWh

 

Net Generation

 

2013

 

2012

 

2011

 

2010

 

2009

 

Years Ended December 31

 

2015

 

2014

 

2013

 

2012

 

2011

 

Owned generation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Coal

 

15,951

 

14,027

 

15,468

 

17,879

 

17,255

 

 

15,833

 

15,684

 

15,951

 

14,027

 

15,468

 

Gas

 

1,415

 

3,003

 

1,912

 

1,043

 

565

 

 

3,601

 

2,012

 

1,415

 

3,003

 

1,912

 

Renewable energy

 

704

 

433

 

425

 

365

 

466

 

 

1,056

 

748

 

704

 

433

 

425

 

Oil

 

4

 

6

 

7

 

21

 

14

 

 

-

 

-

 

4

 

6

 

7

 

Net pumped storage1

 

(371

)

(295

)

(365

)

(366

)

(303

)

 

(186

)

(300

)

(371

)

(295

)

(365

)

Total owned generation

 

17,703

 

17,174

 

17,447

 

18,942

 

17,997

 

 

20,304

 

18,144

 

17,703

 

17,174

 

17,447

 

Purchased and interchange power

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased renewable energy2

 

2,250

 

1,435

 

1,587

 

1,582

 

1,472

 

 

2,163

 

2,366

 

2,250

 

1,435

 

1,587

 

Purchased generation – other2

 

10,871

 

13,104

 

11,087

 

10,421

 

10,066

 

 

11,720

 

10,073

 

10,871

 

13,104

 

11,087

 

Net interchange power3

 

3,656

 

4,151

 

6,825

 

6,045

 

6,925

 

 

1,327

 

4,793

 

3,656

 

4,151

 

6,825

 

Total purchased and interchange power

 

16,777

 

18,690

 

19,499

 

18,048

 

18,463

 

 

15,210

 

17,232

 

16,777

 

18,690

 

19,499

 

Total supply

 

34,480

 

35,864

 

36,946

 

36,990

 

36,460

 

 

35,514

 

35,376

 

34,480

 

35,864

 

36,946

 

 

1                   Represents Consumers’ share of net pumped-storage generation. The pumped-storage facility consumes electricity to pump water during off-peak hours for storage in order to generate electricity later during peak-demand hours.

 

2                   Includes purchases from long-term purchase contracts.PPAs.

 

3                   Includes purchases from the MISO energy market and seasonal purchases.market.

 

During 2013,2015, 45 percent of the energy Consumers provided to customers was generated by its coal-fueled generating units, which burned nine million tons of coal and produced a combined total of 15,833 GWh of electricity.

In order to obtain the coal it needs, Consumers enters into physical coal supply contracts. At December 31, 2015, Consumers had contracts to purchase coal through 2018; payment obligations under these contracts totaled $118 million. Most of Consumers’ rail-supplied coal contracts have fixed prices, although some contain market-based pricing. Consumers’ vessel-supplied coal contracts have fixed base prices that are adjusted monthly to reflect changes to the fuel cost of vessel transportation. At December 31, 2015, Consumers had 79 percent of its 2016 expected coal requirements under contract, as well as a 34-day supply of coal on hand.

In conjunction with its coal supply contracts, Consumers leases a fleet of rail cars and has transportation contracts with various companies to provide rail and vessel services for delivery of purchased 49coal to Consumers’ generating facilities. Consumers’ coal transportation contracts expire through 2019; payment obligations under these contracts totaled $321 million at December 31, 2015.

During 2015, Consumers acquired 43 percent of the electricity it provided to customers through long-term PPAs seasonal purchases, and the MISO energy market. Consumers offers its generation into the MISO energy market on a day-ahead and real-time basis and bids for power in the market to serve the demand of its customers. Consumers is a net purchaser of power and supplements its generation capability with purchases from the MISO energy market to meet its customers’ needs during peak demand periods.

 

At December 31, 2013,2015, Consumers had unrecognized future commitments (amounts for which, liabilities, in accordance with GAAP, liabilities have not been recorded on its balance sheet) to purchase capacity and energy under long-term PPAs with various generating plants. These contracts require monthly capacity payments based on the plants’ availability or deliverability. The payments for 20142016 through 20322036 are

estimated to total $12.1$10 billion and, to range from $917 million to $1.1 billion annually for each of the next five years.years, $1.0 billion annually. These amounts may vary depending on plant availability and fuel costs. For further information about Consumers’ future capacity and energy purchase obligations, see Item 8. Financial Statements and Supplementary Data, Data—MD&A – &A—Capital Resources and Liquidity and Note 3,4, Contingencies and Commitments – Commitments—Contractual Commitments.

 

During 2013, 462015, ten percent of the energy Consumers provided to customers was generated by its four coal-fuelednatural gas-fueled generating sites,units, which burned nine million tons of coal and produced a combined total of 15,951 GWh of electricity.

In order to obtain the coal it needs, Consumers enters into physical coal supply contracts.  At December 31, 2013, Consumers had contracts to purchase coal through 2015; payment obligations under these contracts totaled $163 million.  Consumers’ rail-supplied coal contracts have fixed prices with the exception of one contract, which is for the purchase of coal through 2014 and contains market-based pricing.  Consumers’ vessel-supplied coal contracts have fixed base prices that are adjusted monthly to reflect changes to the fuel cost of vessel transportation.  At December 31, 2013, Consumers had

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79 percent of its 2014 expected coal requirements under contract, as well as a 24-day supply of coal on hand.

In conjunction with its coal supply contracts, Consumers leases a fleet of rail cars and has transportation contracts with various companies to provide rail and vessel services for delivery of purchased coal to Consumers’ generating facilities.  Consumers’ coal transportation contracts expire through 2014; payment obligations under these contracts totaled $227 million.

During 2013, four percent of the energy Consumers provided to customers was generated by gas-fueled generating sites, which burned 1225 bcf of natural gas and produced a combined total of 1,4153,601 GWh of electricity.

 

In order to obtain the gas it needs for electric generation fuel, Consumers’ electric utility purchases gas from the market near the time of consumption, at prices that allow it to compete in the electric generationwholesale market. For D.E. Karn, units 3 and 4 of D.E. Karn and for the Jackson and Zeeland plants, Consumers utilizes an agent that owns firm transportation rights to each plant Consumers purchasesto purchase gas from the market and transportstransport the gas to the facilities on a firm basis.facilities. For its smaller combustion turbines, Consumers’ electric utility purchases and transports gas to its facilities as a bundled-rate tariff customer of either the gas utility or DTE Gas.

 

ThePresented in the following table is the cost per million Btu of all fuels consumed, shown in the following table,which fluctuates with the mix of fuel used.

 

 

 

 

 

 

 

 

Cost Per Million Btu

 

 

 

 

 

 

 

 

Cost Per Million Btu

 

Fuel Consumed

 

2013

 

2012

 

2011

 

2010

 

2009

 

Years Ended December 31

 

2015

 

2014

 

2013

 

2012

 

2011

 

Coal

 

$

2.90

 

$

2.98

 

$

2.94

 

$

2.51

 

$

2.37

 

 

$

2.49

 

$

2.72

 

$

2.90

 

$

2.98

 

$

2.94

 

Gas

 

4.68

 

3.16

 

4.95

 

5.57

 

6.57

 

 

3.06

 

7.19

 

4.68

 

3.16

 

4.95

 

Oil

 

19.47

 

19.08

 

18.55

 

10.98

 

9.59

 

 

12.28

 

20.16

 

19.47

 

19.08

 

18.55

 

Weighted average fuel cost

 

$

3.07

 

$

3.05

 

$

3.18

 

$

2.71

 

$

2.56

 

Weighted-average fuel cost

 

$

2.59

 

$

3.17

 

$

3.07

 

$

3.05

 

$

3.18

 

 

Electric Utility Competition: Consumers’ electric utility business is subject to actual and potential competition from many sources, in both the wholesale and retail markets, as well as in electric generation, electric delivery, and retail services.

 

A Michigan statute enactedThe 2008 Energy Law allows electric customers in 2000 allows Consumers’ electric customersservice territory to buy electric generation service from Consumers or from alternative electric suppliers.  The 2008 Energy Law revised the statute by limiting alternative electric supplysuppliers in an aggregate amount up to ten percent of Consumers’ weather-adjusted retail sales for the preceding calendar year. At December 31, 2013, Consumers’2015, electric deliveries under the ROA program were at the ten-percent limit and alternative electric suppliers were providing 787751 MW of electric generation service to 310 ROA customers. Of Consumers’ 1.8 million electric customers, 304 customers, or 0.02 percent, purchased generation service under the ROA program.

 

In December 2013, a bill was introduced toearly 2015, members of the Michigan Senate and House of Representatives that, if enacted, would reviseintroduced various bills related to energy policy. Among other things, the 2008 Energy Law by removingbills propose a range of changes to ROA, including eliminating ROA, maintaining the ten-percent limitexisting ROA program but imposing conditions on a customer’s return to utility service, and allowing all of Consumers’ electric customers to take service from alternative electric suppliers.  Presently, the proportion of Consumers’ electric deliveries underraising the ROA program and on the ROA waiting list is 25 percent.  The bill also proposes to deregulate electric generation service in Michigan within two years.  No definitive action has been taken on this bill or on a similar bill introduced to the Michigan Senate in February 2013.  The Senate bill, if enacted, would revise the 2008 Energy Law and allow customers on the ROA program waiting list to take service from alternative electric suppliers.  The Senate bill also proposes an increase in the cap of six percentage points per year from 2014 through 2016.

Consumers is unable to predict the outcome of these legislative proposals.  In addition, the Michigan legislature has conducted hearings on the subject of energy competition.limit. If the ROA limit were increased or if electric generation service in Michigan were deregulated, it could have a material adverse effect on Consumers’ financial results and operations.

20



Table Presently, the Michigan Senate and House of ContentsRepresentatives are considering two separate but similar pieces of legislation to address energy policy, including ROA. Consumers is unable to predict the form and timing of any final legislation.

 

Consumers also hasfaces competition or potential competition from:associated with:

 

·                 industrial customers relocating all or a portion of their production capacity outside of Consumers’ service territory for economic reasons;reasons

·                 municipalities owning or operating competing electric delivery systems; andsystems

·                 customer self-generation.self-generation

Consumers addresses this competition by monitoring activity in adjacent geographical areas, and compliance with the MPSC’s and FERC’s rules, by providing non-energy services and value to customers through Consumers’ rates and service, and by offering tariff-based incentives that support economic development.

 

CONSUMERS GAS UTILITYConsumers Gas Utility

 

Gas Utility Operations: Consumers’ gas utility operations, which include the purchase, transmission, storage, distribution, and sale of natural gas, generated operating revenue of $1.9 billion in 2015, $2.4 billion in 2014, and $2.1 billion in 2013, $2.0 billion in 2012, and $2.3 billion in 2011.2013. Consumers’ gas utility customer base consists of a mix of primarily residential, commercial, and diversified industrial customers in Michigan’s Lower Peninsula.

 

Presented in the following illustration is Consumers’ 20132015 gas utility operating revenue of $2.1$1.9 billion by customer class:

 

 

Consumers’ gas utility operations are not dependent on a single customer, or even a few customers, and the loss of any one or even a few of Consumers’ largest customers is not reasonably likely to have a material adverse effect on Consumers’ financial condition.

 

In 2013,2015, deliveries of natural gas, including off-system transportation deliveries, through Consumers’ pipeline and distribution network, totaled 352356 bcf, which included GCC deliveries of 6357 bcf. In 2012,2014, deliveries of natural gas, including off-system transportation deliveries, through Consumers’ pipeline and distribution network, totaled 329373 bcf, which included GCC deliveries of 4965 bcf. Consumers’ gas utility operations are seasonal. Consumers injects natural gas into storage during the summer months for use

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during the winter months when the demand for natural gas is higher. Peak demand occurs in the winter due to colder temperatures and the resulting use of natural gas as a heating fuel. During 2013, 532015, 42 percent of the natural gas supplied to all customers during the winter months was supplied from storage.

Presented in the following illustration are Consumers’ monthly weather-adjusted gas deliveries (deliveries adjusted to reflect normal weather conditions) to its customers, including GCC deliveries, during 20132015 and 2012:2014:

 

 

Gas Utility Properties: Consumers’ gas distributiontransmission, storage, and transmissiondistribution system consists of:

 

·                 26,8191,686 miles of distribution mains;transmission lines

·                 1,66115 gas storage fields with a total storage capacity of 309 bcf and a working gas volume of 151 bcf

·27,537 miles of transmission lines;distribution mains

·                 seven compressor stations with a total of 150,027157,939 installed and available horsepower; andhorsepower

·15 gas storage fields with an aggregate storage capacity of 309 bcf and a working storage capacity of 143 bcf.

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Gas Utility Supply: In 2013,2015, Consumers purchased 6669 percent of the gas it delivered from U.S. producers and 10five percent from Canadian producers. The remaining 2426 percent was purchased from authorized GCC suppliers and delivered by Consumers to customers in the GCC program. Presented in the following illustration are the supply arrangements for the gas Consumers delivered to GCC and GCR customers during 2013:2015:

 

 

Firm gas transportation or firm city-gate contracts are those that define a fixed amount, price, and delivery time frame. Consumers’ firm gas transportation contracts are with ANR Pipeline Company, Great Lakes Gas Transmission L.P.,Limited Partnership, Panhandle Eastern Pipe Line Company, and Trunkline.Trunkline Gas Company, LLC, each a non-affiliated company. Under these contracts, Consumers purchases and transports gas to Michigan for ultimate delivery to its customers. Consumers’ firm gas transportation contracts expire through 20172023 and provide for the delivery of 47 percent of Consumers’ total gas supply requirements.requirements in 2016. Consumers purchases the balance of its required gas supply under firm city-gate contracts and through authorized suppliers under the GCC program.

 

Gas Utility Competition:Competition exists in various aspects of Consumers’ gas utility business. Competition comes from GCC and from alternative fuels and energy sources, such as propane, oil, and electricity.

 

ENTERPRISES SEGMENT – NON-UTILITY OPERATIONS AND INVESTMENTSEnterprises Segment—Non-Utility Operations and Investments

 

CMS Energy’s enterprises segment, through various subsidiaries and certain equity investments, is engaged primarily in domestic independent power production and the marketing of independent power production. The enterprises segment’s operating revenue was $190 million in 2015, $299 million in 2014, and $181 million in 2013, $183 million in 2012, and $204 million in 2011.2013.

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Independent Power Production: At December 31, 2013,2015, CMS Energy had ownership interests in independent power plants totaling 1,135 gross1,177 MW or 1,0341,077 net MW. (Net MW reflects that portion of the gross capacity relating to CMS Energy’s ownership interests.) Presented in the following table are CMS Energy’s interests in independent power plants at December 31, 2013:2015:

 

 

 

 

Gross Capacity

Primary

Ownership

Gross Capacity

Under Long-Term

 

Ownership

 

Primary

 

Gross
Capacity

1

2015 Net Generation

 

Location

Fuel Type

Interest (%)

(MW)

Contract (%)

 

Interest (%)

 

Fuel Type

 

(MW)

 

(GWh)

 

Dearborn, Michigan

Natural gas

100

710

61

 

100

 

Natural gas

 

752

2

3,399

 

Gaylord, Michigan

Natural gas

100

156

40

 

100

 

Natural gas

 

156

 

4

 

Comstock, Michigan

Natural gas

100

68

40

 

100

 

Natural gas

 

68

 

 

Filer City, Michigan

Coal

50

73

100

 

50

 

Coal and biomass

 

73

 

505

 

New Bern, North Carolina

 

50

 

Biomass

 

50

 

369

 

Flint, Michigan

Biomass

50

40

100

 

50

 

Biomass

 

40

 

71

 

Grayling, Michigan

Biomass

50

38

100

 

50

 

Biomass

 

38

 

122

 

New Bern, North Carolina

Biomass

50

50

100

Total

 

 

1,135

 

 

 

 

 

 

1,177

 

4,470

 

1                   Represents the intended full-load sustained output of each plant.

2                   In December 2015, capital upgrades and modifications to the plant’s turbines increased gross capacity from 710 MW to 752 MW.

 

The operating revenue from independent power production was $17 million in 2013, $162015, $18 million in 2012,2014, and $17 million in 2011.2013. CMS Energy’s independent power production business faces competition from generators, marketers and brokers, and utilities marketing power in the wholesale market.

 

Energy Resource Management: CMS ERM purchases and sells energy commodities in support of CMS Energy’s generating facilities and continues towith a focus on optimizing CMS Energy’s independent power production portfolio. In 2013,2015, CMS ERM marketed 11eight bcf of natural gas and 3,5964,579 GWh of electricity. Electricity marketed by CMS ERM was generated by independent power production of the enterprises segment and by unrelated third parties. CMS ERM’s operating revenue includedwas $173 million in income from continuing operations2015, $281 million in CMS Energy’s consolidated financial statements was2014, and $164 million in 2013, $167 million in 2012, and $187 million in 2011.2013.

Other Businesses

 

OEnerBank:THERBUSINESSES

EnerBank:  EnerBank is a Utah state-chartered, FDIC-insured industrial bank providing unsecured consumer installment loans for financing home improvements. EnerBank’s operating revenue includedwas $101 million in income from continuing operations2015, $80 million in CMS Energy’s consolidated financial statements was2014, and $64 million in 2013, $57 million in 2012, and $46 million in 2011.2013.

 

CMS ENERGY AND CONSUMERS REGULATION

 

CMS Energy, Consumers, and their subsidiaries are subject to regulation by various federal, state, local, and foreignlocal governmental agencies, including those described in the following sections.

 

FERC and NERC

 

FERC has exercised limited jurisdiction over several independent power plants and exempt wholesale generators in which CMS Enterprises has ownership interests, as well as over CMS ERM, CMS Gas Transmission, and DIG. AmongFERC’s jurisdiction includes, among other things, FERC has jurisdiction over acquisitions, operations, and disposals of certain assets and facilities, services provided and rates charged, and conduct among affiliates, andaffiliates. FERC also has limited jurisdiction over holding company matters with respect to CMS Energy. FERC, in connection with NERC and with regional reliability organizations, also regulates generation and

transmission owners and operators, load serving entities, purchase and sale entities, and others with regard to reliability of the bulk power system.

FERC regulates limited aspects of Consumers’ gas business, principally compliance with FERC capacity release rules, shipping rules, the prohibition against certain buy/sell transactions, and the price-reporting rule.

 

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FERC also regulates certain aspects of Consumers’ electric operations, including compliance with FERC accounting rules, wholesale and transmission rates, operation of licensed hydroelectric generating plants, transfers of certain facilities, corporate mergers, and issuances of securities.

 

MPSC

 

Consumers is subject to the jurisdiction of the MPSC, which regulates public utilities in Michigan with respect to retail utility rates, accounting, utility services, certain facilities, certain asset transfers, corporate mergers, and other matters.

 

The Michigan Attorney General, ABATE, the MPSC Staff, and certain other parties typically participate in MPSC proceedings concerning Consumers. These parties often challenge various aspects of those proceedings, including the prudence of Consumers’ policies and practices, and seek cost disallowances and other relief. The Michigan Attorney General, ABATE, and others often appealparties also have appealed significant MPSC orders.

 

Rate Proceedings: For information regarding open rate proceedings, see Item 8. Financial Statements and Supplementary Data, Data—MD&A — &A—Outlook and Notes to the Consolidated Financial Statements — Statements—Note 2,3, Regulatory Matters.

 

OTHER REGULATIONOther Regulation

 

The U.S. Secretary of Energy regulates imports and exports of natural gas and has delegated various aspects of this jurisdiction to FERC and the DOE’s Office of Fossil Fuels.

 

The U.S. Department of Transportation Office of Pipeline Safety regulates the safety and security of gas pipelines through the Natural Gas Pipeline Safety Act of 1968 and subsequent laws.

 

EnerBank is regulated by the StateUtah Department of UtahFinancial Institutions and the FDIC.

 

ENERGY LEGISLATIONEnergy Legislation

 

CMS Energy, Consumers, and their subsidiaries are subject to various legislative-driven matters, including Michigan’s 2008 Energy Law. This law requires that at least ten percent of Consumers’ electric sales volume come from renewable energy sources by 2015, and includes requirements for specific capacity additions.  The 2008 Energy Lawsources. It also requires Consumersallows electric customers in Consumers’ service territory to preparebuy electric generation service from alternative electric suppliers in an energy optimization plan and achieve annual sales reduction targets through at least 2015.  The targets increase annually, with the goal of achieving a six percent reduction in customers’ electricity use and a four percent reduction in customers’ natural gas use by December 31, 2015.  The 2008 Energy Law also revised a Michigan statute by limiting alternative energy supplyaggregate amount up to ten percent of Consumers’ weather-adjusted retail sales of the preceding calendar year. For additional information regarding Consumers’ renewable energy and energy optimization plansplan and electric ROA, see Item 8. Financial Statements and Supplementary Data, Data—MD&A — Outlook, “Consumers Electric Utility Business Outlook and Uncertainties.”&A—Outlook.

 

CMS ENERGY AND CONSUMERS ENVIRONMENTAL COMPLIANCE

 

CMS Energy, Consumers, and their subsidiaries are subject to various federal, state, and local regulations for environmental quality, including air and water quality, solid waste management, and other matters. Consumers expects to recover costs to comply with environmental regulations in customer rates, but cannot guarantee this result. For additional information concerning environmental matters, see Item 1A. Risk Factors and Item 8. Financial Statements and Supplementary Data, Data—Notes to the Consolidated

Financial Statements — Statements—Note 3,4, Contingencies and Commitments.Commitments and Note 11, Asset Retirement Obligations.

 

CMS Energy has recorded a $58 million liability for its subsidiaries’ obligations associated with Bay Harbor and Consumers has recorded a significant$114 million liability for its obligations at a number of MGP sites. For additional information, see Item 1A. Risk Factors and Item 8. Financial Statements and Supplementary Data, Data—Notes to the Consolidated Financial Statements — Statements—Note 3,4, Contingencies and Commitments.

 

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Air: Consumers continues to install state-of-the-art emissions control equipment at its electric generating plants. Consumers estimates that it will incur capital expenditures of $507$84 million from 20142016 through 20182020 to comply with present and future federal and state environmental regulations that will require extensive reductions in nitrogen oxides, sulfur dioxides, particulate matter, and mercury emissions. Consumers’ estimate may increase if additional or more stringent laws or regulations are adopted, or implementedincluding regulations regarding greenhouse gases, including carbon dioxide.gases.

 

Solid Waste Disposal: Costs related to the construction, operation, and closure of solid waste disposal facilities for coal ash are significant. Consumers’ solid waste disposal areas are regulated under Michigan’s solid waste rules. In April 2015, the EPA published a final rule regulating CCRs, such as coal ash, under the Resource Conservation and Recovery Act. The final rule adopts minimum standards for beneficially reusing and disposing of non-hazardous CCRs. The rule establishes new minimum requirements for site location, groundwater monitoring, flood protection, storm water design, fugitive dust control, and public disclosure of information. The rule also sets out conditions under which CCR units would be forced to cease receiving CCR and non-CCR waste and initiate closure based on the inability to achieve minimum safety standards, meet a location standard, or meet minimum groundwater standards. Consumers has converted all of its fly ash handling systems to dry systems.  Allsystems to minimize applicable requirements. In addition, all of Consumers’ ash facilities have programs designed to protect the environment and are subject to quarterly MDEQ inspections. The EPA has proposed new federal regulations for ash disposal areas.  Consumers preliminarily estimates that it will incurConsumers’ preliminary estimate of capital and cost of removal expenditures of $204 million from 2014 through 2018 to comply with future regulations relating to ash disposal assuming ash is regulated as a non-hazardous solid waste.$243 million from 2016 through 2020.

 

Water: Consumers uses significantsubstantial amounts of water to operate and cool its electric generating plants. Water discharge quality is regulated and administered by the MDEQ under the federal NPDES program. To comply with such regulation, Consumers’ facilities have discharge monitoring programs. The EPA is developing new regulations related to cooling water intake systems that likely will be finalized in early 2014.  Consumers does not presently expect to incur any major expenditures to comply with future regulations relating to cooling water intake systems through 2018.  Significant expenditures could be required beyond 2018, but until a rule isissued final any potential expenditures are difficult to predict.  Consumers also expects the EPA to issue final federal regulations for wastewater discharges from electric generating plants in 2014.2015. Consumers’ preliminary estimate of capital expenditures to comply with these expected regulations is $131$69 million from 2016 through 2020.

In 2014, the EPA finalized its cooling water intake rule, which requires Consumers to evaluate the biological impact of its cooling water intake systems and ensure that it is using the best technology available to minimize adverse environmental impacts. Consumers’ preliminary estimate of capital expenditures to comply with these regulations is $58 million from 2016 through 2018.2020.

 

For further information concerning estimated capital expenditures related to air, solid waste disposal, and water see Item 8. Financial Statements and Supplementary Data, Data—MD&A — Outlook, “Consumers&A—Outlook—Consumers Electric Utility Business Outlook and Uncertainties — Uncertainties—Electric Environmental Estimates.”

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Table of ContentsOutlook.

 

INSURANCE

 

CMS Energy and its subsidiaries, including Consumers, maintain insurance coverage generally similar to comparable companies in the same lines of business. The insurance policies are subject to terms, conditions, limitations, and exclusions that might not fully compensate CMS Energy or Consumers for all losses. A portion of each loss is generally assumed by CMS Energy or Consumers in the form of deductibles and self-insured retentions that, in some cases, are substantial. As CMS Energy or Consumers

renews its policies, it is possible that some of the present insurance coverage may not be renewed or obtainable on commercially reasonable terms due to restrictive insurance markets.

 

CMS Energy’s and Consumers’ present insurance program does not cover the risks of certain environmental cleanup costs, and environmental damages, such as claims for air pollution, damage tothe cleanup of sites owned by CMS Energy or Consumers, and someor claims for the long-term storage or disposal of wastes.pollutants or for air pollution.

 

EMPLOYEES

 

Presented in the following table are the number of employees of CMS Energy and Consumers:

 

 

 

 

 

 

 

December 31

2013

2012

2011

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

Full-time employees

7,736

7,487

7,699

 

7,711

 

7,671

 

7,415

 

Seasonal employees1

 

39

 

33

 

321

 

Part-time employees

45

54

55

 

54

 

43

 

45

 

Total employees1

7,781

7,541

7,754

Total employees

 

7,804

 

7,747

 

7,781

 

Consumers

 

 

 

 

 

 

 

 

 

Full-time employees

7,410

7,188

7,418

 

7,339

 

7,336

 

7,089

 

Seasonal employees1

 

39

 

33

 

321

 

Part-time employees

25

33

34

 

16

 

19

 

25

 

Total employees2

7,435

7,221

7,452

Total employees

 

7,394

 

7,388

 

7,435

 

 

1                   ExcludingConsumers’ seasonal workforce peaked at 477 employees 7,460 at December 31, 2013during 2015, 394 employees during 2014, and 7,503 at December 31, 2012.  There were no seasonal321 employees at December 31, 2011.

2Excluding seasonalduring 2013. Seasonal employees 7,114 at December 31, 2013work primarily during the construction season and 7,183 at December 31, 2012.  There were no seasonal employees at December 31, 2011.are subject to yearly layoffs.

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CMS ENERGY AND CONSUMERS EXECUTIVE OFFICERS (AS
(AS OF FEBRUARY 1, 2014)2016)

Name

Age

Position

Period

John G. Russell

56

58

President, CEO, and Director of CMS Energy

5/2010 – Present

 

 

President, CEO, and Director of Consumers

5/2010 – Present

 

 

Chairman of the Board, President, CEO, and Director

of CMS Enterprises

5/2010 – Present

Thomas J. Webb

 

President and Chief Operating Officer of Consumers63

10/2004 – 5/2010

Thomas J. Webb

61

Executive Vice President and CFO of CMS Energy

8/2002 – Present

 

 

Executive Vice President and CFO of Consumers

8/2002 – Present

 

 

Executive Vice President, CFO, and Director of CMS Enterprises

8/2002 – Present

James E. BrunnerJohn M. Butler

61

51

Senior Vice President and Chief Legal Counsel of CMS EnergyEnterprises

10/2013

9/2006 – Present

 

 

Senior Vice President and Chief Legal Counsel of ConsumersCMS Energy

10/2013

7/2006 – Present

 

 

Senior Vice President and General Counselof Consumers

7/2006 – Present

Daniel J. Malone

55

Senior Vice President of CMS EnterprisesEnergy

11/2007

3/20151/2014Present

 

 

Director

Senior Vice President of Consumers

5/2010 – Present

David G. Mengebier

58

Senior Vice President of CMS Energy

11/2006 – Present

Senior Vice President of Consumers

11/2006 – Present

Senior Vice President of CMS Enterprises

9/

3/2003 – Present

Chief Compliance Officer of CMS Energy

11/2006 – 1/20142016

Chief Compliance Officer of Consumers

11/2006 – 1/2016

Patricia K. Poppe

47

Senior Vice President of CMS Energy

3/2015 – Present

Senior Vice President of Consumers

3/2015 – Present

Vice President of Consumers

1/2011 – 3/2015

Catherine M. Reynolds

58

Senior Vice President, General Counsel, and Director

of CMS Enterprises

1/2014 – Present

 

 

Senior Vice President and General Counsel of CMS Energy

2/2006

10/201310/2013Present

 

 

Senior Vice President and General Counsel of Consumers

2/2006 – 10/2013

John M. Butler

49

Senior Vice President of CMS Enterprises

9/2006 – Present

Senior Vice President of CMS Energy

7/2006 – Present

Senior Vice President of Consumers

7/2006 – Present

David G. Mengebier

56

Senior Vice President and Chief Compliance Officer of CMS Energy

11/2006 – Present

Senior Vice President and Chief Compliance Officer of Consumers

11/2006 – Present

Senior Vice President of CMS Enterprises

3/2003 – Present

Catherine M. Reynolds

56

Senior Vice President, General Counsel, and Director of CMS Enterprises

1/2014 – Present

Senior Vice President and General Counsel of CMS Energy

10/2013 – Present

 

 

Senior Vice President and General Counsel of Consumers

10/2013 – Present

 

 

Vice President, Deputy General Counsel, and Corporate

Secretary of CMS Energy

1/2012 – 10/2013

 

 

Vice President, Deputy General Counsel, and Corporate

Secretary of Consumers

1/2012 – 10/2013

 

 

Vice President and Corporate Secretary of CMS Energy

9/2006 – 1/2012

 

 

Vice President and Corporate Secretary of Consumers

9/2006 – 1/2012

 

 

Vice President and Secretary of CMS Enterprises

9/2006 – 1/2014

Glenn P. Barba

48

50

Vice President, Controller, and CAO of CMS Enterprises

11/2007 – Present

 

 

Vice President, Controller, and CAO of CMS Energy

2/2003 – Present

 

 

Vice President, Controller, and CAO of Consumers

1/2003 – Present

Garrick J. Rochow

41

Vice President of CMS Energy

3/2015 – Present

Vice President of Consumers

10/2010 – Present

 

There are no family relationships among executive officers and directors of CMS Energy.Energy or Consumers. The term of office of each of the executive officers extends to the first meeting of the Board of Directors of CMS Energy and Consumers after the next annual election of Directors of CMS Energy (scheduled toand Consumers (to be held on May 16, 2014)6, 2016). Ms. Poppe will succeed Mr. Russell as Chief Executive Officer of CMS Energy and Consumers effective July 1, 2016, when Mr. Russell retires.

 

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CONSUMERS EXECUTIVE OFFICERS (AS OF FEBRUARY 1, 2014)

Name

Age

Position

Period

John G. Russell

56

President, CEO, and Director of CMS Energy

5/2010 – Present

President, CEO, and Director of Consumers

5/2010 – Present

Chairman of the Board, President, CEO, and Director of CMS Enterprises

5/2010 – Present

President and Chief Operating Officer of Consumers

10/2004 – 5/2010

Thomas J. Webb

61

Executive Vice President and CFO of CMS Energy

8/2002 – Present

Executive Vice President and CFO of Consumers

8/2002 – Present

Executive Vice President, CFO, and Director of CMS Enterprises

8/2002 – Present

James E. Brunner

61

Senior Vice President and Chief Legal Counsel of CMS Energy

10/2013 – Present

Senior Vice President and Chief Legal Counsel of Consumers

10/2013 – Present

Senior Vice President and General Counsel of CMS Enterprises

11/2007 – 1/2014

Director of CMS Enterprises

9/2006 – 1/2014

Senior Vice President and General Counsel of CMS Energy

2/2006 – 10/2013

Senior Vice President and General Counsel of Consumers

2/2006 – 10/2013

John M. Butler

49

Senior Vice President of CMS Enterprises

9/2006 – Present

Senior Vice President of CMS Energy

7/2006 – Present

Senior Vice President of Consumers

7/2006 – Present

David G. Mengebier

56

Senior Vice President and Chief Compliance Officer of CMS Energy

11/2006 – Present

Senior Vice President and Chief Compliance Officer of Consumers

11/2006 – Present

Senior Vice President of CMS Enterprises

3/2003 – Present

Jackson L. Hanson

57

Senior Vice President of Consumers

5/2010 – Present

Vice President of Consumers

11/2006 – 5/2010

Daniel J. Malone

53

Senior Vice President of Consumers

5/2010 – Present

Vice President of Consumers

6/2008 – 5/2010

Catherine M. Reynolds

56

Senior Vice President, General Counsel, and Director of CMS Enterprises

1/2014 – Present

Senior Vice President and General Counsel of CMS Energy

10/2013 – Present

Senior Vice President and General Counsel of Consumers

10/2013 – Present

Vice President, Deputy General Counsel, and Corporate Secretary of CMS Energy

1/2012 – 10/2013

Vice President, Deputy General Counsel, and Corporate Secretary of Consumers

1/2012 – 10/2013

Vice President and Corporate Secretary of CMS Energy

9/2006 – 1/2012

Vice President and Corporate Secretary of Consumers

9/2006 – 1/2012

Vice President and Secretary of CMS Enterprises

9/2006 – 1/2014

Glenn P. Barba

48

Vice President, Controller, and CAO of CMS Enterprises

11/2007 – Present

Vice President, Controller, and CAO of CMS Energy

2/2003 – Present

Vice President, Controller, and CAO of Consumers

1/2003 – Present

Patricia K. Poppe

45

Vice President of Consumers

1/2011 – Present

Ronn J. Rasmussen

57

Vice President of Consumers

11/2006 – Present

There are no family relationships among executive officers and directors of Consumers.  The term of office of each of the executive officers extends to the first meeting of the Board of Directors of Consumers after the next annual election of Directors of Consumers (scheduled to be held on May 16, 2014).

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AVAILABLE INFORMATION

 

CMS Energy’s internet address is www.cmsenergy.com. CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution. Information contained on CMS Energy’s website is not incorporated

herein.  All of CMS Energy’s and Consumers’ annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act are accessible free of charge on CMS Energy’s website. These reports are available soon after they are electronically filed electronically with the SEC. Also on CMS Energy’s website are its:are:

 

·                 Corporate Governance Principles;

·Codes of Conduct:

·CMS Energy Corporation/Consumers Energy Company Board of Directors Code of Conduct January 2013, and

·CMS Energy Corporation/Consumers Energy Company Employees Code of Conduct and Guide to Ethical Business Behavior 2014;

·Committee Charters (including the Audit Committee, the Compensation and Human Resources Committee, the Finance Committee, and the Governance and Public Responsibility Committee); andPrinciples

·                 Articles of Incorporation (and amendments)

·Bylaws

·Charters and Bylaws.Codes of Conduct (including the Audit, Compensation and Human Resources, Finance, and Governance and Public Responsibility Committee Charters, as well as the Employee, Boards of Directors, EnerBank, and Third Party Codes of Conduct)

 

CMS Energy will provide this information in print to any stockholder who requests it.

 

Any materials CMS Energy files with the SEC may also be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address is www.sec.gov.

 

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ITEMItem 1A. RISK FACTORSRisk Factors

 

Actual results in future periods for CMS Energy and Consumers could differ materially from historical results and the forward-looking statements contained in this report. Factors that might cause or contribute to these differences include, but are not limited to, those discussed in the following sections. CMS Energy’s and Consumers’ businesses are influenced by many factors that are difficult to predict, that involve uncertainties that may materially affect results, and that are often beyond their control. Additional risks and uncertainties not presently known or that management believes to be immaterial may also adversely affect CMS Energy or Consumers. The risk factors described in the following sections, as well as the other information included in this report and in other documents filed with the SEC, should be considered carefully before making an investment in securities of CMS Energy or Consumers. Risk factors of Consumers are also risk factors of CMS Energy. All of these risk factors are potentially significant.

 

CMS Energy depends on dividends from its subsidiaries to meet its debt service obligations.

 

Due to its holding company structure, CMS Energy depends on dividends from its subsidiaries to meet its debt service and other payment obligations.  Consumers’ ability to pay dividends or acquire its own stock from CMS Energy is limited by restrictions contained in Consumers’ preferred stock provisions and potentially by other legal restrictions, such as certain terms in its articles of incorporation and FERC requirements.  At December 31, 2013, under its articles of incorporation, Consumers had $662 million of unrestricted retained earnings available to pay common stock dividends. If sufficient dividends were not paid to CMS Energy by its subsidiaries, CMS Energy might not be able to generate the funds necessary to fulfill its payment obligations, which could have a material adverse effect on CMS Energy’s liquidity and financial condition.

 

Consumers’ ability to pay dividends or acquire its own stock from CMS Energy is limited by restrictions contained in Consumers’ preferred stock provisions and potentially by other legal restrictions, such as certain terms in its articles of incorporation and FERC requirements.

CMS Energy has indebtedness that could limit its financial flexibility and its ability to meet its debt service obligations.

At December 31, 2013, CMS Energy, including Consumers, had $7.7 billion aggregate principal amount of indebtedness.  Consumers had $4.6 billion aggregate principal amount of indebtedness at December 31, 2013.  CMS Energy and its subsidiaries may incur additional indebtedness in the future.

 

The level of CMS Energy’s present and future indebtedness could have several important effects on its future operations, including, among others:others, that:

 

·                 a significant portion of CMS Energy’s cash flow from operations could be dedicated to the payment of principal and interest on its indebtedness and would not be available for other purposes;purposes

·                 covenants contained in CMS Energy’s existing debt arrangements, which require it to meet certain financial tests, could affect its flexibility in planning for, and reacting to, changes in its business;business

·                 CMS Energy’s ability to obtain additional financing for working capital, capital expenditures, acquisitions, and general corporate and other purposes could become limited;limited

·                 CMS Energy could be placed at a competitive disadvantage to its competitors that are less leveraged;leveraged

·                 CMS Energy’s vulnerability to adverse economic and industry conditions could increase; andincrease

·                 CMS Energy’s future credit ratings could fluctuate.fluctuate

 

CMS Energy’s ability to meet its debt service obligations and to reduce its total indebtedness will depend on its future performance, which will be subject to general economic conditions, industry cycles, changes in laws or regulatory decisions, and financial, business, and other factors affecting its operations, many of which are beyond its control. CMS Energy cannot make assurances that its businessbusinesses will continue to

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generate sufficient cash flow from operations to service its indebtedness. If CMS Energy were unable to generate sufficient cash flows from operations, it could be required to sell assets which might require regulatory approval, or obtain additional financing.  CMS Energy cannot ensure that additional financing will be available on commercially acceptable terms or at all.

 

CMS Energy and Consumers have financing needs and could be unable to obtain bank financing or access the capital markets.  Potential disruption in the capital and credit markets could have a material adverse effect on CMS Energy’s and Consumers’ businesses, including the availability and cost of short-term funds for liquidity requirements and their ability to meet long-term commitments.  These consequences could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.

 

CMS Energy and Consumers may be subject to liquidity demands under commercial commitments, guarantees, indemnities, letters of credit, and other contingent liabilities. Consumers’ capital requirements are expected to be substantial over the next several years as it invests in the Smart Energy program, construction or acquisition of power generation, environmental controls, decommissioning of older facilities, conversions and expansions, and other electric and gas infrastructure to upgrade delivery systems. Those requirements may increase if additional laws or regulations are adopted or implemented.

 

CMS Energy and Consumers rely on the capital markets, particularly for publicly offered debt, as well as on bank syndications, to meet their financial commitments and short-term liquidity needs if sufficient internal funds are not available from Consumers’ operations and, in the case of CMS Energy, from dividends paid by Consumers and its other subsidiaries. CMS Energy and Consumers also use letters of credit issued under certain of their revolving credit facilities to support certain operations and investments.

 

Longer term disruptionsDisruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial institutions could adversely affect CMS Energy’s and Consumers’ access to liquidity needed for their respective businesses, as couldbusinesses. Consumers’ inability to obtain prior FERC authorization for any securities issuances, including publicly offered debt, as is required under the Federal Power Act.Act, could adversely affect Consumers’ access to liquidity. Any liquidity disruption or inability to obtain FERC authorization could require CMS Energy and Consumers to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for their business needs can be arranged.cash. These measures could include, but are not limited to, deferring capital expenditures, changing CMS Energy’s and Consumers’ commodity purchasing strategy to avoid collateral-posting requirements, and reducing or eliminating future share repurchases, dividend payments, or other discretionary uses of cash.

CMS Energy continues to explore financing opportunities to supplement its financial plan.strategy. These potential opportunities include refinancing and/or issuing new debt, preferred stock and/or common equity, commercial paper, and bank financing. Similarly, Consumers plans tomay seek funds through the capital markets, commercial lenders, and leasing arrangements. Entering into new financings is subject in part to capital market receptivity to utility industry securities in general and to CMS Energy’s and Consumers’ securities in particular. CMS Energy and Consumers cannot guarantee the capital markets’ acceptance of their securities or predict the impact of factors beyond their control, such as actions of rating agencies.  If CMS Energy or Consumers is unable to obtain bank financing or access the capital markets to incur or refinance indebtedness, or is unable to obtain commercially reasonable terms for any financing, there could be a material adverse effect on its liquidity, financial condition, and results of operations.

 

Certain of CMS Energy’s and Consumers’ securities and those of itstheir affiliates including Consumers, are rated by various credit rating agencies. Any reduction or withdrawal of one or more of its credit ratings could have a material adverse impact on CMS Energy’s or Consumers’ ability to access capital on acceptable terms and maintain commodity lines of credit, could makeincrease its cost of borrowing, higher, and could cause CMS Energy or Consumers to reduce its capital expenditures. If it were unable to maintain commodity

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lines of credit, CMS Energy or Consumers might have to post collateral or make prepayments to certain of its suppliers under existing contracts. Further, since Consumers provides dividends to CMS Energy, any adverse developments affecting Consumers that result in a lowering of its credit ratings could have an adverse effect on CMS Energy’s credit ratings. CMS Energy and Consumers cannot guarantee that any of their present ratings will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency.

 

If CMS Energy or Consumers were unable to obtain bank financing or access the capital markets to incur or refinance indebtedness, or were unable to obtain commercially reasonable terms for any financing, this could have a material adverse effect on its liquidity, financial condition, and results of operations.

There are risks associated with Consumers’ significantsubstantial capital investment program planned for the next five years.

 

Consumers’ planned investments include the Smart Energy program, construction or acquisition of power generation, gas infrastructure, conversions and expansions, environmental controls, decommissioning of older facilities, and other electric and gas investments to upgrade delivery systems. The success of these capital investments depends on or could be affected by a variety of factors that include, but are not limited to:

 

·                 effective pre-acquisition evaluation of asset values, future operating costs, potential environmental and other liabilities, and other factors beyond Consumers’ control;control

·                 effective cost and schedule management of new capital projects;projects

·                 future availability of qualified construction personnel

·changes in commodity and other prices;prices

·                 future operational performance;governmental approvals and permitting

·                 future operational performance

·changes in environmental, legislative, and regulatory requirements; andrequirements

·                 regulatory cost recovery.recovery

 

Consumers cannot predict the impact that any of these factors could have on the success of its capital investment program.  It is possible that adverse events associated with these factors could have a material adverse effect on Consumers’ liquidity, financial condition, and results of operations.

 

Electric industry legislation in Michigan, coupled with increased competition in gas and electric markets,Changes to ROA could have a material adverse effect on CMS Energy’s and Consumers’ businesses.

 

The 2008 Energy Law among other things, limitsallows electric customers in Consumers’ service territory to buy electric generation service from alternative electric supplysuppliers in an aggregate amount up to ten percent of Consumers’ weather-adjusted retail sales of the preceding calendar year. Lower natural gas prices due to a large supply of natural gas on the market, coupled with low capacity prices in the electric supply market, are

placing increasing competitive pressure on the cost of Consumers’ electric supply. Presently, Consumers’ electric rates are above the Midwest average, while the ROA level on Consumers’ system is at the ten-percent limit and the proportion of Consumers’ electric deliveries under the ROA program and on the ROA waiting list is 25 percent. Bills have been introduced to the Michigan House of Representatives and the Michigan Senate to raise or remove the ROA limit.  The House bill also proposes to deregulate electric generation service in Michigan within two years.  In addition, the Michigan legislature has conducted hearings on the subject of energy competition.  If the ROA limit were increased or if electric generation service in Michigan were deregulated, it could have a material adverse effect on Consumers’ financial results and operations.

 

In 2013, Michigan’s governor instituted a process to prepare a series of reports addressing energy efficiency, renewable energy, the electricity market and ROA, and other subjects.  The process was designed to help the governor and other lawmakers determine the state’s next steps regarding energy policies.  Following a series of public hearings, the chairman of the MPSC and Michigan’s Energy Office Director released four reports summarizing the information gathered.  In December 2013, the governor outlined several key goals for Michigan’s energy policy, including reducing the state’s reliance on coal, increasing the use of renewable energy and natural gas, and improving energy affordability and reliability while protecting the environment.

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Other new legislation or interpretations could change how the businesses of CMS Energy and Consumers operate, impact Consumers’ ability to recover costs through rate increases, or require CMS Energy and Consumers to incur additional expenses.

CMS Energy and Consumers are subject to rate regulation, which could have an adverse effect on financial results.

 

CMS Energy and Consumers are subject to rate regulation. Consumers’ electric and gas retail rates are set by the MPSC and cannot be increased without regulatory authorization. Consumers is permitted by the 2008 Energy Law to self-implement rate changes six months after a rate filing with the MPSC, subject to certain limitations. If a final rate orderConsumers self-implements rates that result in higher revenues than would have resulted from rates that the MPSC provides for lower rates than Consumers self-implemented,authorizes in its final order, Consumers must refund the difference, with interest. Also, the MPSC may delay or deny implementation of a rate increase upon showing of good cause.

 

In addition, Consumers’ plans for making significant capital investments, including modificationsif rate regulators fail to meet new environmental requirements and investment in the construction or acquisition of power generation, could be affected adversely orprovide timely rate relief, it could have a material adverse effect on Consumers if rate regulators fail to provide timely rate relief.or Consumers’ plans for making significant capital investments could be materially adversely affected. Regulators seeking to avoid or minimize rate increases could resist raising customer rates sufficiently to permit Consumers to recover the full cost of modifications to meet environmental requirements and other prudentthese investments. In addition, because there are statutory requirements mandating that regulators must allow Consumers to recover from customers certain costs, are mandated by state requirements for cost recovery, such as resource additions to meet Michigan’s renewable resource standard, energy optimization, and environmental compliance, regulators could be more inclined to oppose rate increases for other requested items and investments. Rate regulators could also face pressure to avoid or limit rate increases for a number of reasons, including failure of Michigan’s economy to improve sufficientlyan economic downturn in the state or diminishment of Consumers’ customer base. In addition to potentially affectingits potential effects on Consumers’ investment program, any limitation of cost recovery through rates could have a material adverse effect on Consumers’ liquidity, financial condition, and results of operations.

 

Orders of the MPSC could limit recovery of costs of providing service including, but not limited to, environmental and safety related expenditures for coal-fueled plants and other utility properties, regulatory assets, power supply and natural gas supply costs, operating and maintenance expenses, additional utility-based investments, sunk investment in mothballed or retired generating plants, costs associated with the proposed retirement and decommissioning of facilities, depreciation expense, MISO energy and transmission costs, costs associated with energy efficiency investments and state or federally mandated renewable resource standards, Smart Energy program costs, or expenditures subject to tracking mechanisms. These orders could also result in adverse regulatory treatment of other matters. For example, theMPSC orders could prevent or curtail Consumers from shutting off non-paying customers, could prevent or curtail Consumers from self-implementing rate changes, could prevent or curtail the implementation of a gas revenue mechanism, or could require Consumers to refund previously self-implemented rates.

 

FERC authorizes certain subsidiaries of CMS Energy to sell electricity at market-based rates. Failure of these subsidiaries to maintain this FERC authority could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. Transmission rates are also set by FERC. FERC orders related to transmission costs could have a material adverse effect on Consumers’ liquidity, financial condition, and results of operations.

 

The various risks associated with the MPSC and FERC regulation of CMS Energy’s and Consumers’ businesses, which include the risk of adverse decisions in any number of rate or regulatory proceedings before either agency, as well as judicial proceedings challenging any agency decisions, could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, investment plans, and results of operations.

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Utility regulation, state or federal legislation, and compliance could have a material adverse effect on CMS Energy’s and Consumers’ businesses.

 

UtilityCMS Energy and Consumers are subject to, or affected by, extensive utility regulation has changed dramatically inand state and federal legislation. CMS Energy and Consumers believe that they comply with applicable laws and regulations. If it were determined that they failed to comply, CMS Energy or Consumers could become subject to fines or penalties or be required to implement additional compliance, cleanup, and remediation programs, the last two decadescost of which could be material. Adoption of new laws, rules, regulations, principles, or practices by federal or state agencies, or changes to present laws, rules, regulations, principles, or practices and could continue tothe interpretation of any adoption or change, over the next several years.  These changes could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.

CMS Energy and Consumers are subject to, Furthermore, any state or affected by, extensive federal and state utility regulation.  Inlegislation concerning CMS Energy’s andor Consumers’ business planning and management of operations they must address the effects of existing and proposed regulations on their businesses and changes in the regulatory framework, including initiatives by federal and state legislatures, regional transmission organizations, utility regulators, and taxing authorities.  Adoption of new regulations by federal or state agencies, or changes to present regulations and interpretations of these regulations, could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.similar effect.

 

There are multiple FERC-relatedUtility regulation could be impacted by various matters, that could impact utility regulation.  These include matters relating tosuch as electric industry restructuring, hydro relicensing, asset reclassification, and gas pipeline capacity matters.and gas storage, new generation facilities or investments, environmental controls, climate change, air emissions, renewable energy, energy policy and ROA, regulation or deregulation, energy capacity standards or markets, reliability, and safety. CMS Energy and Consumers cannot predict the impact of these utility matters on their liquidity, financial condition, and results of operations.

 

Periodic reviews of the values of CMS Energy’s and Consumers’ assets could result in impairment charges.

CMS Energy and Consumers are required by GAAP to review periodically the carrying value of their assets, including those that may be sold.  Market conditions, the operational characteristics of their assets, and other factors could result in recording impairment charges for their assets, which could have an adverse effect on their stockholders equity and their access to additional financing.  In addition, CMS Energy and Consumers may be required to record impairment charges at the time they sell assets, depending on the sale prices they are able to secure and other factors.

CMS Energy and Consumers could incur significantsubstantial costs to comply with environmental requirements.

 

CMS Energy and Consumers are subject to costly and increasingly stringent environmental regulations.  They believeregulations and expect that environmental laws and regulations related to their operations will continue to become more stringent and require them to make additional significant capital expenditures for emissions control equipment, CCR disposal and storage, cooling water intake equipment, effluent treatment, and PCB remediation. Present and reasonably anticipated state and federal environmental statutes and regulations, including but not limited to the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, and CERCLA, will continue to have a material effect on CMS Energy and Consumers.

 

In 2013, 962015, 95 percent of the energy generated by Consumers came from fossil-fuel-fired power plants, with 8877 percent coming from coal-fueled power plants. CMS Enterprises also has interests in fossil-fuel-fired power plants and other types of power plants that produce greenhouse gases. In June 2013, President Obama issued his Climate Action Plan.  The Climate Action Plan, which is to be implemented byOctober 2015, the EPA will regulate greenhouse gaspublished rules pursuant to Section 111(d) of the Clean Air Act to limit carbon dioxide emissions from both new and existing electric generating units.units, calling the rules the “Clean Power Plan.” The rules require a 32 percent nationwide reduction in carbon emissions from existing power plants by 2030 (based on 2005 levels). Federal environmental laws and rules and international accords and treaties could require CMS Energy and Consumers to install additional equipment for emission controls, purchase carbon emissions allowances, curtail operations, invest in non-fossil-fuel-fired generating capacity with fewer carbon dioxide emissions, or take other significant steps to manage or lower the emission of greenhouse gases.

 

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The following risks related to climate change, emissions, and emissionsenvironmental regulations could also have a material adverse impact on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations:

 

·                 litigation originated by third parties against CMS Energy, Consumers, or their subsidiaries due to CMS Energy’s or Consumers’ greenhouse gas or other emissions;emissions or CCR disposal and storage

·                 impairment of CMS Energy’s or Consumers’ reputation due to their greenhouse gas or other emissions and public perception of their response to potential environmental regulations, rules, and legislation; andlegislation

·                 extreme weather conditions, such as severe storms, that may affect customer demand, company operations, or assets.assets

Consumers plans to retire seven smaller coal-fueled electric generating units and three smaller gas-fueled electric generating units by April 2016, subject to a successful Securitization transaction.2016. Once the facilities and equipment on these sites are taken out of service, Consumers may encounter previously unknown environmental conditions that will need to be addressed in a timely fashion with state and federal environmental regulators.

 

CMS Energy and Consumers expectexpects to collect fully from theirits customers, through the ratemaking process, expenditures incurred to comply with environmental regulations, but cannot guarantee this outcome. If Consumers were unable to recover these expenditures from customers in rates, it could negatively affect CMS Energy’s and/or Consumers’ liquidity, results of operations, and financial condition and CMS Energy and/or Consumers could be required to seek significant additional financing to fund these expenditures.

 

For additional information regarding compliance with environmental regulations, see Item 1. Business, Business—CMS Energy and Consumers Environmental Compliance and Item 8. Financial Statements and Supplementary Data, Data—MD&A – Outlook, “Consumers&A—Outlook—Consumers Electric Utility Business Outlook and Uncertainties.

 

CMS Energy’s and Consumers’ businesses could be affected adversely by any delay in meeting environmental requirements.

 

A delay or failure by CMS Energy or Consumers to obtain or maintain any necessary environmental permits approvals under the MISO tariff, or approvals to satisfy any applicable environmental regulatory requirements or install emission control equipment could:

 

·                 prevent the construction of new facilities;facilities

·                 prevent the continued operation and sale of energy from existing facilities;facilities

·                 prevent the suspension of operations at existing facilities;facilities

·                 prevent the modification of existing facilities; orfacilities

·                 result in significant additional costs that could have a material adverse effect on their liquidity, financial condition, and results of operations.operations

 

CMS Energy and Consumers expect to incur additional significantsubstantial costs related to remediation of legacy environmental sites.

 

Consumers is presently monitoring or remediating 23 former MGP sites.  Consumers is working collaboratively with the MDEQ to agree upon executable remediation plans.  About one-third of the 23 sites have been remediated to the extent possible and are now being monitored.  The MDEQ established a provision for a “No Further Action” status for these sites and others like them in 2010.  Consumers has received the “No Further Action” designation for one of these sites as of December 31, 2013.  The remaining sites are being actively remediated through excavation, treatment at the site, containment, and/or natural reduction; two of these sites require complex remediation plans due to the involvement of surface water.

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CMS Energy and Consumers expectexpects to incur additional significantsubstantial costs related to the remediation of theseits former MGP sites. Based upon prior MPSC orders, Consumers expects to be able to recover the costs of these cleanup activities through its gas rates, but cannot guarantee that outcome.

 

Consumers also expects to incur remediation and other response activity costs at a number of other sites under NREPA and CERCLA. Consumers believes these costs should be recoverable in rates, but cannot guarantee that outcome.

In addition, CMS Energy retained environmental remediation obligations for the collection, treatment, and treatmentdischarge of leachate at Bay Harbor after selling its interests in the development in 2002. Leachate is produced when water enters into cement kiln dust piles left over from former cement plant operations at the site. CMS Energy has signed agreements with the EPA and the MDEQ relating to Bay Harbor. If CMS Energy were unable to meet its commitments under these agreements, or if unanticipated events occurred, CMS Energy could incur additional material costs relating to its Bay Harbor remediation obligations.

 

Consumers also expects to incur remediation and other response activity costs at a number of other sites under NREPA and CERCLA.  Consumers believes these costs should be recoverable in rates, but cannot guarantee that outcome.

CMS Energy and Consumers could be affected adversely by legacy litigation and retained liabilities.

In 2002, CMS Energy notified appropriate regulatory and governmental agencies that some employees at CMS MST and CMS Field Services appeared to have provided inaccurate information regarding natural gas trades to various energy industry publications which compile and report index prices.  CMS Energy has cooperated with the DOJ’s investigation regarding this matter.  CMS Energy is unable to predict the outcome of the DOJ investigation or the amount of any fines or penalties that may be imposed and what effect, if any, the investigation will have on CMS Energy.

 

CMS Energy, CMS MST, CMS Field Services, Cantera Natural Gas, Inc., and Cantera Gas Company were named as defendants in various lawsuits arising as a result of alleged falseinaccurate natural gas price

reporting. Allegations included manipulationinclude price-fixing conspiracies, restraint of NYMEX natural gas futures and options prices, price-fixing conspiracies,trade, and artificial inflation of natural gas retail prices in Kansas, Missouri, and Wisconsin. CMS Energy cannot predict the outcome of the lawsuits or the amount of damages for which CMS Energy may be liable. It is possible that the outcome in one or more of the lawsuits could have a material adverse effect on CMS Energy’s liquidity, financial condition, and results of operations.

 

The agreements that CMS Energy and Consumers enter into for the sale of assets customarily include provisions whereby they are required to:

 

·                 retain specified preexisting liabilities, such as for taxes, pensions, or environmental conditions;conditions

·                 indemnify the buyers against specified risks, including the inaccuracy of representations and warranties that CMS Energy and Consumers make; andmake

·                 make payments to the buyers depending on the outcome of post-closing adjustments, litigation, audits, or other reviews, including claims resulting from attempts by foreign or domestic governments to assess taxes on past operations or transactions.transactions

 

Many of these contingent liabilities can remain open for extended periods of time after the sales are closed. Depending on the extent to which the buyers might ultimately seek to enforce their rights under these contractual provisions, and the resolution of any disputes concerning them, there could be a material adverse effect on CMS Energy’s or Consumers’ liquidity, financial condition, and results of operations.

 

In 2002, CMS Energy sold its oil, gas, and methanol investments in Equatorial Guinea. The government of Equatorial Guinea claims that CMS Energy owes $142$152 million in taxes, plus significant penalties and interest, in connection with the sale and has requestedsale. The matter is proceeding to formal arbitration. CMS Energy is vigorously contesting the claim, andbut cannot predict the financial impact or outcome of thisthe matter. It is possible that theAn unfavorable outcome of this matter could have a material adverse effect on CMS Energy’s liquidity, financial condition, and results of operations.

 

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CMS Energy’s and Consumers’ energy sales and operations are affected by seasonal factors and varying weather conditions from year to year.

 

CMS Energy’s and Consumers’ utility operations are seasonal. The consumption of electric energy typically increases in the summer months, due primarily to the use of air conditioners and other cooling equipment, while peak demand for natural gas occurs in the winter due to colder temperatures and the resulting use of natural gas as heating fuel. In addition, Consumers’ electric rates, which follow a seasonal rate design, are higher in the summer months than in the remaining months of the year. Accordingly, CMS Energy’s and Consumers’ overall results in the future may fluctuate substantially on a seasonal basis. Mild temperatures during the summer cooling season and winter heating season as well as the impact of extreme weather events on Consumers’ system could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.

 

Consumers is exposed to risks related to general economic conditions in its service territories.

 

Consumers’ electric and gas utility businesses are affected by the economic conditions impacting the customers they serve. If the Michigan economy becomes sluggish or declines, Consumers could experience reduced demand for electricity or natural gas that could result in decreased earnings and cash flow. In addition, economic conditions in Consumers’ service territory affect its collections of accounts receivable and levels of lost or stolen gas, which in turn impact its liquidity, financial condition, and results of operations.

CMS Energy and Consumers are subject to information security risks, risks of unauthorized access to their systems, and technology failures.

 

In the regular course of business, CMS Energy and Consumers handle a range of sensitive security and customer information. CMS Energy and Consumers are subject to laws and rules issued by various agencies concerning safeguarding and maintaining the confidentiality of this information. A security breach of CMS Energy’s and Consumers’ information or control systems could involve theft or the inappropriate release of certain types of information, such as confidential customer information or, separately, system operating information. These events could disrupt operations, subject CMS Energy and Consumers to possible financial liability, damage their reputation and diminish the confidence of customers, and have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial conditions, and results of operations.

 

CMS Energy and Consumers operate in a highly regulated industry that requires the continued operation of sophisticated information and control technology systems and network infrastructure. Despite implementation of security measures, CMS Energy’s and Consumers’ technology systems are vulnerable to being disabled, to failures, to cyber crime, and to unauthorized access. SuchThese events could impact the reliability of electric generation and electric and gas generation and delivery and also subject CMS Energy and Consumers to financial harm. Cyber crime, which includes the use of malware, computer viruses, and other means for disruption or unauthorized access against companies, including CMS Energy and Consumers, has increased in frequency, scope, and potential impact in recent years. While CMS Energy and Consumers have not been subject to cyber crime incidents that have had a material impact on their operations to date, their security measures in place may be insufficient to prevent a major cyber attackincident in the future. If CMS Energy’s and Consumers’ technology systems were to fail or be breached, CMS Energy and Consumers might not be able to fulfill critical business functions, and sensitive confidential and proprietary data could be compromised, which could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. In addition, because CMS Energy’s and Consumers’ generation, transmission, and distribution systems are part of an interconnected system, a disruption caused by a cyber incident at another utility, electric generator, system operator, or commodity supplier could also adversely affect CMS Energy’s or Consumers’ businesses, financial condition, and results of operations.

 

A variety of technological tools and systems, including both company-owned information technology and technological services provided by outside parties, support critical functions. The failure of these technologies, or the inability of CMS Energy and Consumers to have these technologies supported,

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updated, expanded, or integrated into other technologies, could hinder their business operations and materially adversely affect their liquidity, financial condition, and results of operations.

 

CMS Energy’s and Consumers’ businesses have safetyliability risks.

 

Consumers’ electric and gas delivery systems, power plants, gas infrastructure including storage facilities, wind energy or solar equipment, and energy products, and the independent power plants owned in whole or in part by CMS Energy could be involved in incidents, failures, or accidents that result in injury, loss of life, or property loss to customers, employees, or the public. Although CMS Energy and Consumers have insurance coverage for many potential incidents (subject to deductibles and self-insurance amounts that could be material), depending upon the nature or severity of any incident, failure, or accident, CMS Energy or Consumers could suffer financial loss, reputational damage, to its reputation, and negative repercussions from regulatory agencies or other public authorities.

 

CMS Energy’s and Consumers’ revenues and results of operations are subject to risks that are beyond their control, including but not limited to natural disasters, terrorist attacks orand related acts of war, hostile cyber intrusions, orincidents, vandalism, and other catastrophic events.

 

The impact of natural disasters, severe weather, wars, terrorist acts, vandalism, cyber intrusions,incidents, pandemics, and other catastrophic events on the facilities and operations of CMS Energy and Consumers

could have a material adverse effect on theirCMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. A terrorist attack on physical infrastructure or a major natural disasterThese events could result in severe damage to CMS Energy’s and Consumers’ assets beyond what could be recovered through insurance policies.  Hostile cyber intrusions, including those targeting information systems as well as electronic control systems used at the generating plantspolicies, could require CMS Energy and for the electricConsumers to incur significant upfront costs, and gas distribution systems, could severely disrupt business operations, and resultresulting in loss of service to customers, as well as significant expense to repair security breaches or system damage.  Terrorist attacks or acts of war could result in the disruption of power and fuel markets that could increase costs or disrupt service.  Widespread outages in Consumers’ systems as a result of storms, floods, or other natural disasters could result in a prolonged loss of service to customers and significant expense to repair system damages.  An outbreak of a pandemic could disrupt business operations and result in the loss of service to customers, as well as have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.customers. There is also a risk that regulators could, assessafter the fact, conclude that Consumers’ preparedness or response asto such an event was inadequate and take adverse actions as a result.

 

Instability in the financial markets as a result of terrorism, war, natural disasters, credit crises, recessions, or other factors, could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.

CMS Energy and Consumers are exposed to significant reputational risks.

 

Consumers is actively engaged in multiple regulatory oversight processesCMS Energy and has a large electric and gas customer base.  As a result, Consumers has a highly visible public profile in Michigan.  Consumers and CMS Energy could suffer negative impacts to their reputations as a result of operational incidents, violations of corporate compliance policies, regulatory violations, inappropriate use of social media, or other events. ThisReputational damage could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. It could also result in negative customer perception and increased regulatory oversight.

 

The markets for alternative energy and distributed generationConsumers is exposed to changes in customer usage that could impact financial results.

 

Distributed electricity generation: Technology advances and government incentives and subsidies could reduce or shiftincrease the cost effectiveness of alternativecustomer-owned methods of producing electricity, such as fuel cells, microturbines, wind turbines, and photovoltaic (solar) cells,solar photovoltaics, resulting in reduced load, cross subsidization, and could place additional system burdens on CMS Energy and Consumers.  It is also possible that electric customers could reduce their electric consumption significantly through demand-side energy conservation and energy efficiency programs.  Changes in technology could also alter the channels through which electric customers buy electricity.  Any of these changesincreased costs. This could have a

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material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, orand results of operations.

Energy efficiency: Customers could reduce their consumption through demand-side energy conservation and energy efficiency programs. These reductions could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.

 

Energy risk management strategies might not be effective in managing fuel and electricity pricing risks, which could result in unanticipated liabilities to CMS Energy and Consumers or increased volatility in their earnings.

 

Consumers is exposed to changes in market prices for natural gas, coal, electricity,electric capacity, electric energy, emission allowances, gasoline, diesel fuel, and RECs. Prices for natural gas, coal, electricity, emission allowances, and RECsthese commodities may fluctuate substantially over relatively short periods of time and expose Consumers to commodity price risk. A substantial portion of Consumers’ operating expenses for its electric generating plants and vehicle fleet consists of the costs of obtaining these commodities. The contracts associated with Consumers’ fuel and purchased power costs are executed in conjunction with the PSCR mechanism, which is designed to allow Consumers to recover prudently incurred costs associated with those positions. If the MPSC determined that any of these contracts or related contracting policies were imprudent, recovery of these costs could be disallowed. Consumers manages these riskscommodity price risk using established policies and procedures, and it may use various contracts to manage these risks,this risk, including swaps, options, futures, and forward contracts. No assurance can be made that these strategies will be successful in managing Consumers’ pricing risk or that they will not result in net liabilities to Consumers as a result of future volatility in these markets.

 

Natural gas prices in particular have been historically volatile. Consumers routinely enters into contracts to mitigate exposure to the risks of demand, market effects of weather, and changes in commodity prices associated with its gas distribution business. These contracts are executed in conjunction with the GCR mechanism, which is designed to allow Consumers to recover prudently incurred costs associated with those positions. If the MPSC determined that any of these contracts or related contracting policies were imprudent, recovery of these costs could be disallowed. Consumers does not always hedge the entire exposure of its operations from commodity price volatility. Furthermore, the ability to hedge exposure to commodity price volatility depends on liquid commodity markets. As a result, to the extent the commodity markets are illiquid, Consumers might not be able to execute its risk management strategies, which could result in greaterlarger unhedged positions than preferred at a given time. To the extent that

unhedged positions exist, fluctuating commodity prices could have a negative effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. Changes in laws that limit Consumers’ ability to hedge could also have a negative effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.

 

CMS Energy and Consumers are exposed to credit risk of those with whom they do business.counterparty risk.

 

CMS Energy and Consumers are exposed to credit risk of counterparties with whom they do business.  Adverse economic conditions or financial difficulties experienced by these counterparties with whom CMS Energy and Consumers do business could impair the ability of these counterparties to pay for CMS Energy’s and Consumers’ services and/or fulfill their contractual obligations, including performance and payment of damages. CMS Energy and Consumers depend on these counterparties to remit payments and perform contracted services timely.in a timely fashion. Any delay or default in payment or performance of contractual obligations could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.

 

In recent years, theVolatility and disruptions in capital and credit markets have experienced unprecedented high levels of volatility and disruption.  Market volatility and disruption could have a negative impact on CMS Energy’s and Consumers’ lenders, vendors, contractors, suppliers, customers, and other counterparties, causing them to fail to meet their obligations. Adverse economic conditions could also have a negative impact on the loan portfolio of CMS Energy’s banking subsidiary, EnerBank.

 

Consumers might not be able to obtain an adequate supply of natural gas or coal, which could limit its ability to operate its electric generation facilities or serve its natural gas customers.

 

Consumers has natural gas and coal supply and transportation contracts in place for the natural gas and coal it requires for its electric generating capacity. Consumers also has interstate transportation and supply agreements in place to facilitate delivery of natural gas to its customers. Apart from the contractual and monetary remedies available to Consumers in the event of a counterparty’s failure to

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perform under any of these contracts, there can be no assurances that the counterparties to these contracts will fulfill their obligations to provide natural gas or coal to Consumers. The counterparties under the agreements could experience financial or operational problems that inhibit their ability to fulfill their obligations to Consumers. In addition, counterparties under these contracts might not be required to supply natural gas or coal to Consumers under certain circumstances, such as in the event of a natural disaster or severe weather.

 

If, for its electric generating capacity, Consumers were unable to obtain its natural gas or coal requirements under existing or future natural gas and coal supply and transportation contracts, it could be required to purchase natural gas or coal at higher prices or forced to purchase electricity from higher-cost generating resources in the MISO energy market. If, for natural gas delivery to its customers, Consumers were unable to obtain its natural gas supply requirements under existing or future natural gas supply and transportation contracts, it could be required to purchase natural gas at higher prices from other sources or implement its natural gas curtailment program filed with the MPSC. These alternatives could increase Consumers’ working capital requirements and could decrease its revenues.

 

Market performance and other changes could decrease the value of employee benefit plan assets, which then could require significantsubstantial funding.

 

The performance of the capital markets affects the values of assets that are held in trust to satisfy future obligations under CMS Energy’s and Consumers’ pension and postretirement benefit plans. CMS Energy and Consumers have significant obligations under these plans and hold significant assets in these trusts. These assets are subject to market fluctuations and will yield uncertain returns, which could fall below CMS Energy’s and Consumers’ forecasted return rates. A decline in the market value of the assets or a change in the level of interest rates used to measure the required minimum funding levels could significantly increase the funding requirements of these obligations. Also, changes in demographics, including an increased number of retirements or changes in life expectancy assumptions, could

significantly increase the funding requirements of the obligations related to the pension and postretirement benefit plans. Additionally, while CMS Energy and Consumers do not expect that the Health Care Acts will significantly increase obligations of their postretirement benefit plans, they cannot guarantee this outcome.  If CMS Energy and Consumers arewere unable to manage their pension and postretirement plan assets successfully, it could have a material adverse effect on their liquidity, financial condition, and results of operations.

 

A work interruption or other union actions could adversely affect Consumers.

 

Over 40 percent of Consumers’ employees are represented by unions. In 2015, both of Consumers’ unions, representing all union employees, ratified three separate five-year agreements, expiring in 2020. If these employees were to engage in a strike, work stoppage, or other slowdown, or if the terms and conditions in labor agreements were renegotiated, Consumers could experience a significant disruption in its operations and higher ongoing labor costs.  Additionally, while Consumers presently has good relationships with the unions representing its employees, Consumers cannot predict the impact of the expiration of union contracts in 2015.

 

Failure to attract and retain an appropriately qualified workforce could harmadversely impact CMS Energy’s and Consumers’ results of operations.

 

The workforce of CMS Energy and Consumers is aging and a number of employees will become eligible to retire within the next few years. If CMS Energy and Consumers were unable to match skill sets to future needs, they could encounter operating challenges and increased costs. These challenges could include a lack of resources, loss of knowledge, and delays in skill development. Additionally, higher costs could result from the use of contractors to replace employees, loss of productivity, and safety incidents. Failing to train replacement employees adequately and to transfer internal knowledge and expertise could adversely affect CMS Energy’s and Consumers’ ability to manage and operate their businesses. If CMS Energy and Consumers were unable to attract and retain an appropriately qualified workforce, their financial condition and results of operations could be affected negatively.

 

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Unplanned power plant outages could be costly for Consumers.

 

Unforeseen maintenance of ourConsumers’ power plants may be required for many reasons, including catastrophic events such as fires, explosions, extreme weather, floods or other acts of God, equipment failure, operator error, or the need to comply with environmental or safety regulations. When unplanned maintenance work is required on power plants or other equipment, Consumers will not only incur unexpected maintenance expenses, but it may also have to make spot market purchases of replacement electricity that exceed Consumers’ costs of generation.generation or be forced to retire a given unit if the cost or timing of the maintenance is not reasonable and prudent. Additionally, unplanned maintenance work maycould reduce the capacity credit Consumers receives from MISO and maycould cause Consumers to incur additional capacity costs in future years. If Consumers were unable to recover any of these increased costs in rates, it could have a material adverse effect on Consumers’ liquidity, financial condition, and results of operations.

 

Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could negatively impact CMS Energy’sEnergy and Consumers’ results of operations.Consumers.

 

CMS Energy and Consumers are required to make judgments regarding the potential tax effects of various financial transactions and results of operations in order to estimate their obligations to taxing authorities. The tax obligations include income, real estate, sales and use taxes, employment-related taxes, and ongoing issues related to these tax matters. The judgments include determining reserves for potential adverse outcomes regarding tax positions that have been taken and may be subject to challenge by the IRS and/or other taxing authorities. Unfavorable settlements of any of the issues related to these reserves or other tax matters at CMS Energy or Consumers could have a material adverse effect on their liquidity, financial condition, and results of operations.

 

CMS Energy and Consumers are subject to changing tax laws. Increases in local,federal, state, or federallocal tax rates or other changes in tax laws could have adverse impacts on their liquidity, financial condition, and results of operations.

CMS Energy and its subsidiaries, including Consumers and EnerBank, must comply with the Dodd-Frank Act and its related regulations, which are subject to change and could involve material costs or affect operations.

 

In 2010, the Dodd-Frank Act was passed into law.  The Dodd-Frank Act is a sweeping piece of legislation, and the financial services industry is still assessing the impacts.  Congress detailed some significant changes, but the Dodd-Frank Act leaves many details to be determined by regulation and further study.  Regulations that are intended to implement the Dodd-Frank Act have been and are still being adopted by the appropriate agencies. The Dodd-Frank Act also created the Bureau of Consumer Financial Protection, which is part of the Federal Reserve and has been granted significant rule-making authority in the area of consumer financial products and services.  The direction that the Bureau of Consumer Financial Protection will take, the regulations it will adopt, and its interpretation of existing laws and regulations are not yet fully known.

The Dodd-Frank Act added a new Section 13 to the Bank Holding Company Act. Known as the Volcker Rule, it generally restricts certain banking entities (such as EnerBank) and their subsidiaries or affiliates from engaging in proprietary trading activities and from owning equity in or sponsoring any private equity or hedge fund. The statutory effective date of the Volcker Rule was July 2012, but it is subject to certain transition periods and exceptions for “permitted activities.” In April 2012,2013, the Federal Reserve Board issued a statementfinal regulations clarifying that banks and other financial institutions havehad until July 20142015 to conform fully their activities and investments to the requirements. In December 2014, the Federal Reserve Board issued an order extending to July 2016 the date by which banking entities must comply with the Volcker Rule’s prohibition on owning interests in covered funds and further indicated its intention to grant another extension, in December 2015, of the covered funds deadline to July 2017. Under the statute, the activities of CMS Energy and its subsidiaries (including EnerBank) are not expected to be materially affected; however, they will be restricted from engaging in proprietary trading, investing in third-party hedge or private equity funds, and sponsoring these funds in the future unless CMS Energy qualifies for

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an exemption from the rule. CMS Energy is studyingand its subsidiaries are also subject to certain ongoing compliance requirements pursuant to the final regulations, which were issued in December 2013, butregulations. CMS Energy cannot predict the full impact of the Volcker Rule on CMS Energy’s or EnerBank’s operations or financial condition.

 

Furthermore, effectiveEffective July 2011, all companies that directly or indirectly control an FDIC-insured bank are required to serve as a source of financial strength for that institution. As a result, CMS Energy could be called upon by the FDIC to infuse additional capital into EnerBank to the extent that EnerBank fails to satisfy its capital requirements. In addition, CMS Energy is contractually required (i) to make cash capital contributions to EnerBank in the event that EnerBank does not maintain required minimum capital ratios and (ii) to provide EnerBank financial support, in an amount and duration as may be necessary for EnerBank to meet the cash needs of its depositors and other operations. EnerBank has exceeded these requirements historically and exceeds them as of February 2014.2016.

 

In addition, the Dodd-Frank Act potentially provides for regulation by the Commodity Futures Trading Commission of certain energy-relatedcommodity-related contracts. Although CMS Energy, Consumers, and its subsidiariesCMS ERM qualify for an end-user exception from mandatory clearing of commodity-related swaps, these regulations could affect the ability of CMS Energy and its subsidiariesthese entities to participate in these markets and could add additional regulatory oversight over their contracting activities.

 

CMS Energy could be required to pay cash to certain security holders in connection with the optional conversion of their convertible securities.

CMS Energy has outstanding one series of cash-convertible securities, of which an aggregate principal amount of $172 million was outstanding at December 31, 2013.  If the trading price of CMS Energy’s common stock exceeds a specified amount at the end of a particular fiscal quarter, then holders of these convertible securities will have the option to convert their securities in the following fiscal quarter, with the principal amount payable in cash by CMS Energy.  Accordingly, if the trading price minimum is satisfied and security holders exercise their conversion rights, CMS Energy might be required to outlay a significant amount of cash to those security holders and recognize losses, which could have a material adverse effect on CMS Energy’s liquidity and results of operations.  The trading price minimum was satisfied at December 31, 2013.

CMS Energy’s and Consumers’ financial statements, including their reported earnings, could be significantly impacted by convergence with International Financial Reporting Standards.

The Financial Accounting Standards Board is expected to make broad changes to GAAP as part of an overall initiative to converge U.S. standards with International Financial Reporting Standards.  These changes could have significant impacts on the financial statements of CMS Energy and Consumers.  Also, the SEC has been considering incorporating International Financial Reporting Standards into the financial reporting system for U.S. registrants.  A transition to International Financial Reporting Standards could significantly impact CMS Energy’s and Consumers’ financial results, since these standards differ from GAAP in many ways.  One of the major differences is the lack of special accounting treatment for regulated activities under International Financial Reporting Standards, which could result in greater earnings volatility for CMS Energy and Consumers.

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ITEMItem 1B. UNRESOLVED STAFF COMMENTSUnresolved Staff Comments

 

None.

 

ITEMItem 2. PROPERTIESProperties

 

Descriptions of CMS Energy’s and Consumers’ properties are found in the following sections of Item 1. Business, all of which are incorporated by reference in this Item 2:

 

·                 General, “CMS Energy”;General—CMS Energy

·                 General, “Consumers”;General—Consumers

·                 Business Segments, “Consumers Segments—Consumers Electric Utility—Electric Utility – Electric Utility Properties”;Properties

·                 Business Segments, “Consumers Segments—Consumers Gas Utility—Gas Utility – Gas Utility Properties”; andProperties

·                 Business Segments, “Enterprises Segment – Segments—Enterprises Segment—Non-Utility Operations and Investments – Investments—Independent Power Production.”Production

ITEMItem 3. LEGAL PROCEEDINGSLegal Proceedings

 

For information regarding CMS Energy’s Consumers’, and their subsidiaries’Consumers’ significant pending administrative and judicial proceedings involving regulatory, operating, transactional, environmental, and other matters, see Item 8. Financial Statements and Supplementary Data, Data—Notes to the Consolidated Financial Statements – Statements—Note 2,3, Regulatory Matters and Note 3,4, Contingencies and Commitments.

 

CMS Energy, Consumers, and certain of their subsidiaries and affiliates are also parties to routine lawsuits and administrative proceedings incidental to their businesses involving, for example, claims for personal injury and property damage, contractual matters, various taxes, and rates and licensing.

 

ITEMItem 4. MINE SAFETY DISCLOSURESMine Safety Disclosures

 

Not applicable.

 

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PARTPart II

 

ITEMItem 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

CMS ENERGYENERGY

 

CMS Energy’s common stock is traded on the New York Stock Exchange. Market prices for CMS Energy’s common stock and related security holder matters are contained in Item 8. Financial Statements and Supplementary Data, Data—MD&A and Notes to the Consolidated Financial Statements – Statements—Note 20, Quarterly Financial and Common Stock Information (Unaudited), which are incorporated by reference herein. At January 9, 2014,13, 2016, the number of registered holders of CMS Energy’s common stock totaled 36,670,33,451, based on the number of record holders. Presented in the following table are CMS Energy’s dividends on its common stock:

 

 

 

 

 

 

 

 

 

Per Share

 

Period

 

February

 

May

 

August

 

November

 

2013

 

$  0.255

 

$  0.255

 

$  0.255

 

$  0.255

 

2012

 

0.240

 

0.240

 

0.240

 

0.240

 

 

 

 

 

 

 

 

 

Per Share

 

Period

 

February

 

May

 

August

 

November

 

2015

 

$   0.29

 

$   0.29

 

$   0.29

 

$   0.29

 

2014

 

 0.27

 

 0.27

 

 0.27

 

 0.27

 

 

InformationFor additional information regarding securities authorized for issuance under equity compensation plans, is included in CMS Energy’s definitive proxy statement, which is incorporated by reference herein.see Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 13, Stock-Based Compensation and Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. For additional information regarding dividends and dividend restrictions, see Item 8. Financial Statements and Supplementary Data, Data—Notes to the Consolidated Financial Statements – Statements—Note 4,5, Financings and Capitalization.

CONSUMERSCONSUMERS

 

Consumers’ common stock is privately held by its parent, CMS Energy, and does not trade in the public market. Presented in the following table are Consumers’ cash dividends on its common stock:

 

 

 

 

 

 

 

 

 

In Millions

 

Period

 

February

 

May

 

August

 

November

 

2013

 

$      93

 

$    101

 

$    106

 

$   106

 

2012

 

115

 

43

 

144

 

91

 

 

 

 

 

 

 

 

 

In Millions

 

Period

 

February

 

May

 

August

 

November

 

2015

 

$      122

 

$    132

 

$    105

 

$   115

 

2014

 

135

 

120

 

120

 

82

 

 

For additional information regarding dividends and dividend restrictions, see Item 8. Financial Statements and Supplementary Data, Data—Notes to the Consolidated Financial Statements – Statements—Note 4,5, Financings and Capitalization.

 

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ISSUER REPURCHASESISSUER REPURCHASES OF EQUITY SECURITIES EQUITY SECURITIES

 

Presented in the following table are CMS Energy’s repurchases of equity securities for the three months ended December 31, 2013:2015:

 

 

 

 

 

 

 

Total Number of

 

Maximum Number of

 

 

 

 

 

 

 

Shares Purchased as

 

Shares That May Yet Be

 

 

 

Total Number

 

Average

 

Part of Publicly

 

Purchased Under Publicly

 

 

 

of Shares

 

Price Paid

 

Announced Plans or

 

Announced Plans or

 

Period

 

Purchased1

 

per Share

 

Programs

 

Programs

 

October 1, 2013 to

 

 

 

 

 

 

 

 

 

October 31, 2013

 

2,211

 

$  26.57

 

-

 

-

 

November 1, 2013 to

 

 

 

 

 

 

 

 

 

November 30, 2013

 

-

 

-

 

-

 

-

 

December 1, 2013 to

 

 

 

 

 

 

 

 

 

December 31, 2013

 

-

 

-

 

-

 

-

 

Total

 

2,211

 

$  26.57

 

-

 

-

 

 

 

 

 

 

 

Total Number of

 

Maximum Number of

 

 

 

 

 

 

 

Shares Purchased as

 

Shares That May Yet Be

 

 

 

Total Number

 

Average

 

Part of Publicly

 

Purchased Under

 

 

 

of Shares

 

Price Paid

 

Announced Plans or

 

Publicly Announced

 

Period

 

Purchased1

 

per Share

 

Programs

 

Plans or Programs

 

October 1, 2015 to

 

 

 

 

 

 

 

 

 

October 31, 2015

 

2,042

 

$  36.45

 

-

 

-

 

November 1, 2015 to

 

 

 

 

 

 

 

 

 

November 30, 2015

 

-

 

-

 

-

 

-

 

December 1, 2015 to

 

 

 

 

 

 

 

 

 

December 31, 2015

 

634

 

34.24

 

-

 

-

 

Total

 

2,676

 

$  35.93

 

-

 

-

 

 

1Common                   All of the common shares were purchasedrepurchased to satisfy the minimum statutory income tax withholding obligation for common shares that have vested under the PISP. The value of shares repurchased is based on the market price on the vesting date.

 

UNREGISTERED SALESUNREGISTERED SALES OF EQUITY SECURITIES EQUITY SECURITIES

 

None.

 

ITEMItem 6. SELECTED FINANCIAL DATASelected Financial Data

 

Selected financial information for CMS Energy and Consumers is contained in Item 8. Financial Statements and Supplementary Data, Data—Selected Financial Information, which is incorporated by reference herein.

 

ITEMItem 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement’s Discussion and Analysis of Financial Condition and Results of Operations

 

Management’s discussion and analysis of financial condition and results of operations for CMS Energy and Consumers is contained in Item 8. Financial Statements and Supplementary Data, Data—MD&A, which is incorporated by reference herein.

ITEMItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative and Qualitative Disclosures About Market Risk

 

Quantitative and qualitative disclosures about market risk for CMS Energy and Consumers are contained in Item 8. Financial Statements and Supplementary Data, Data—MD&A – &A—Critical Accounting Policies and Estimates, “FinancialEstimates—Financial and Derivative Instruments and Market Risk Information, which is incorporated by reference herein.

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ITEMItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAFinancial Statements and Supplementary Data

 

Index to Financial Statements

Page

Selected Financial Information

 

CMS Energy

4846

Consumers

4947

Management’s Discussion and Analysis of Financial Condition and Results of Operations

5048

Consolidated Financial Statements

 

CMS Energy

8278

Consumers

9286

Notes to the Consolidated Financial Statements

9993

Reports of Independent Registered Public Accounting Firm

 

CMS Energy

160153

Consumers

161154

CMS Energy Corporation

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SELECTED FINANCIAL INFORMATION

CMSENERGY CORPORATION

 

 

2013

 

2012

 

2011

 

2010

 

2009

 

 

 

2015

 

2014

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenue (in millions)

Operating revenue (in millions)

 

($)

6,566

 

6,253

 

6,503

 

6,432

 

6,205

 

Operating revenue (in millions)

 

($)

6,456

 

7,179

 

6,566

 

6,253

 

6,503

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from equity method investees (in millions)

 

($)

13

 

17

 

9

 

11

 

(2

)

Income from equity method investees (in millions)

Income from equity method investees (in millions)

 

($)

14

 

15

 

13

 

17

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations (in millions)1

Income from continuing operations (in millions)1

 

($)

454

 

377

 

415

 

366

 

220

 

Income from continuing operations (in millions)1

 

($)

525

 

479

 

454

 

377

 

415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations (in millions)

 

($)

-

 

7

 

2

 

(23

)

20

 

Income from discontinued operations (in millions)

Income from discontinued operations (in millions)

 

($)

 

 

 

7

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders (in millions)

Net income available to common stockholders (in millions)

 

($)

452

 

382

 

415

 

324

 

218

 

Net income available to common stockholders (in millions)

 

($)

523

 

477

 

452

 

382

 

415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average common shares outstanding (in thousands)

Average common shares outstanding (in thousands)

 

 

264,511

 

260,678

 

250,824

 

231,473

 

227,169

 

Average common shares outstanding (in thousands)

 

 

275,600

 

270,580

 

264,511

 

260,678

 

250,824

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations per average common share

Earnings from continuing operations per average common share

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations per average common share

 

 

 

 

 

 

 

 

 

 

 

 

CMS Energy

- Basic

 

($)

1.71

 

1.43

 

1.65

 

1.50

 

0.87

 

– Basic

 

($)

1.90

 

1.76

 

1.71

 

1.43

 

1.65

 

- Diluted

 

($)

1.66

 

1.39

 

1.57

 

1.36

 

0.83

 

– Diluted

 

($)

1.89

 

1.74

 

1.66

 

1.39

 

1.57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per average common share

Earnings per average common share

 

 

 

 

 

 

 

 

 

 

 

Earnings per average common share

 

 

 

 

 

 

 

 

 

 

 

 

CMS Energy

- Basic

 

($)

1.71

 

1.46

 

1.66

 

1.40

 

0.96

 

– Basic

 

($)

1.90

 

1.76

 

1.71

 

1.46

 

1.66

 

- Diluted

 

($)

1.66

 

1.42

 

1.58

 

1.28

 

0.91

 

– Diluted

 

($)

1.89

 

1.74

 

1.66

 

1.42

 

1.58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operations (in millions)

Cash provided by operations (in millions)

 

($)

1,421

 

1,241

 

1,169

 

959

 

848

 

Cash provided by operations (in millions)

 

($)

1,640

 

1,447

 

1,421

 

1,241

 

1,169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures, excluding assets placed under capital lease (in millions)

Capital expenditures, excluding assets placed under capital lease (in millions)

 

($)

1,325

 

1,227

 

882

 

821

 

818

 

Capital expenditures, excluding assets placed under capital lease (in millions)

 

($)

1,564

 

1,577

 

1,325

 

1,227

 

882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets (in millions)

 

($)

17,416

 

17,131

 

16,452

 

15,616

 

15,256

 

Total assets (in millions)2

Total assets (in millions)2

 

($)

20,340

 

19,185

 

17,290

 

17,131

 

16,428

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, excluding current portion (in millions)

Long-term debt, excluding current portion (in millions)

 

($)

7,101

 

6,710

 

6,040

 

6,448

 

5,895

 

Long-term debt, excluding current portion (in millions)

 

($)

8,441

 

8,016

 

7,101

 

6,710

 

6,040

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current portion of capital leases and financing obligation (in millions)

Non-current portion of capital leases and financing obligation (in millions)

 

($)

138

 

153

 

167

 

188

 

197

 

Non-current portion of capital leases and financing obligation (in millions)

 

($)

118

 

123

 

138

 

153

 

167

 

 

 

 

 

 

 

 

 

 

 

 

Total preferred stock (in millions)

 

($)

-

 

-

 

-

 

-

 

239

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

Cash dividends declared per common share

 

($)

1.02

 

0.96

 

0.84

 

0.66

 

0.50

 

Cash dividends declared per common share

 

($)

1.16

 

1.08

 

1.02

 

0.96

 

0.84

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market price of common stock at year-end

Market price of common stock at year-end

 

($)

26.77

 

24.38

 

22.08

 

18.60

 

15.66

 

Market price of common stock at year-end

 

($)

36.08

 

34.75

 

26.77

 

24.38

 

22.08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Book value per common share at year-end

Book value per common share at year-end

 

($)

12.98

 

12.09

 

11.92

 

11.19

 

11.42

 

Book value per common share at year-end

 

($)

14.21

 

13.33

 

12.98

 

12.09

 

11.92

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total employees at year-end

Total employees at year-end

 

 

7,781

 

7,541

 

7,754

 

7,859

 

8,075

 

Total employees at year-end

 

 

7,804

 

7,747

 

7,781

 

7,541

 

7,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric Utility Statistics

Electric Utility Statistics

 

 

 

 

 

 

 

 

 

 

 

Electric Utility Statistics

 

 

 

 

 

 

 

 

 

 

 

 

Sales (billions of kWh)

Sales (billions of kWh)

 

 

37

 

38

 

38

 

38

 

36

 

Sales (billions of kWh)

 

 

37

 

38

 

37

 

38

 

38

 

Customers (in thousands)

Customers (in thousands)

 

 

1,793

 

1,786

 

1,791

 

1,792

 

1,796

 

Customers (in thousands)

 

 

1,803

 

1,793

 

1,793

 

1,786

 

1,791

 

Average sales rate per kWh

Average sales rate per kWh

 

(¢)

11.52

 

10.94

 

10.80

 

10.54

 

9.81

 

Average sales rate per kWh

 

(¢)

11.39

 

12.04

 

11.52

 

10.94

 

10.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gas Utility Statistics

Gas Utility Statistics

 

 

 

 

 

 

 

 

 

 

 

Gas Utility Statistics

 

 

 

 

 

 

 

 

 

 

 

 

Sales and transportation deliveries (bcf)

Sales and transportation deliveries (bcf)

 

 

352

 

329

 

337

 

317

 

319

 

Sales and transportation deliveries (bcf)

 

 

356

 

373

 

352

 

329

 

337

 

Customers (in thousands)2

 

 

1,724

 

1,715

 

1,713

 

1,711

 

1,708

 

Customers (in thousands)3

Customers (in thousands)3

 

 

1,741

 

1,733

 

1,724

 

1,715

 

1,713

 

Average sales rate per mcf

Average sales rate per mcf

 

($)

8.51

 

9.55

 

9.98

 

10.60

 

10.73

 

Average sales rate per mcf

 

($)

7.89

 

8.83

 

8.51

 

9.55

 

9.98

 

 

1Income from continuing operations includes income attributable to noncontrolling interests of $2 million in each of 2015, 2014, 2013, 2012, and 2011, $3 million in 2010, and $11 million in 2009.2011.

 

2                   At December 31, 2015, CMS Energy changed the reporting of current deferred income taxes on the consolidated balance sheets in accordance with ASU 2015-17, Balance Sheet Classification of Deferred Taxes, and retrospectively adjusted prior period amounts for comparability. Specifically, current deferred income tax assets of $126 million in 2013 and $24 million in 2011 were reclassified to and netted against non-current deferred income tax liabilities, which reduced total assets in those years. For further details on the adoption of this standard, see Note 2, New Accounting Standards.

3Excludes off-system transportation customers.

Consumers Energy Company

Selected Financial Information

 

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SELECTED FINANCIAL INFORMATION

CONSUMERS ENERGY COMPANY

 

 

2013

 

2012

 

2011

 

2010

 

2009

 

 

 

2015

 

2014

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenue (in millions)

 

($)

6,321

 

6,013

 

6,253

 

6,156

 

5,963

 

 

($)

6,165

 

6,800

 

6,321

 

6,013

 

6,253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (in millions)

 

($)

534

 

439

 

467

 

434

 

293

 

 

($)

594

 

567

 

534

 

439

 

467

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholder (in millions)

 

($)

532

 

437

 

465

 

432

 

291

 

 

($)

592

 

565

 

532

 

437

 

465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operations (in millions)

 

($)

1,351

 

1,353

 

1,323

 

910

 

922

 

 

($)

1,794

 

1,338

 

1,351

 

1,353

 

1,323

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures, excluding assets placed under capital lease (in millions)

 

($)

1,320

 

1,222

 

876

 

815

 

811

 

 

($)

1,537

 

1,573

 

1,320

 

1,222

 

876

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets (in millions)

 

($)

16,179

 

16,275

 

15,662

 

14,839

 

14,622

 

 

($)

18,658

 

17,847

 

16,179

 

16,275

 

15,662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, excluding current portion (in millions)

 

($)

4,579

 

4,297

 

3,987

 

4,488

 

4,063

 

 

($)

5,206

 

5,154

 

4,579

 

4,297

 

3,987

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current portion of capital leases and financing obligation (in millions)

 

($)

138

 

153

 

167

 

188

 

197

 

 

($)

118

 

123

 

138

 

153

 

167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total preferred stock (in millions)

 

($)

37

 

44

 

44

 

44

 

44

 

 

($)

37

 

37

 

37

 

44

 

44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of preferred stockholders at year-end

 

 

1,248

 

1,378

 

1,428

 

1,496

 

1,531

 

 

 

1,156

 

1,191

 

1,248

 

1,378

 

1,428

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total employees at year-end

 

 

7,435

 

7,221

 

7,452

 

7,551

 

7,787

 

 

 

7,394

 

7,388

 

7,435

 

7,221

 

7,452

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric Utility Statistics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales (billions of kWh)

 

 

37

 

38

 

38

 

38

 

36

 

 

 

37

 

38

 

37

 

38

 

38

 

Customers (in thousands)

 

 

1,793

 

1,786

 

1,791

 

1,792

 

1,796

 

 

 

1,803

 

1,793

 

1,793

 

1,786

 

1,791

 

Average sales rate per kWh

 

(¢)

11.52

 

10.94

 

10.80

 

10.54

 

9.81

 

 

(¢)

11.39

 

12.04

 

11.52

 

10.94

 

10.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gas Utility Statistics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and transportation deliveries (bcf)

 

 

352

 

329

 

337

 

317

 

319

 

 

 

356

 

373

 

352

 

329

 

337

 

Customers (in thousands)1

 

 

1,724

 

1,715

 

1,713

 

1,711

 

1,708

 

 

 

1,741

 

1,733

 

1,724

 

1,715

 

1,713

 

Average sales rate per mcf

 

($)

8.51

 

9.55

 

9.98

 

10.60

 

10.73

 

 

($)

7.89

 

8.83

 

8.51

 

9.55

 

9.98

 

 

1Excludes off-system transportation customers.

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Table of Contents

CMS Energy Corporation

Consumers Energy Company

MANAGEMENT’S DISCUSSION AND ANALYSISManagement’s Discussion and Analysis of Financial Condition and Results of Operations

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This MD&A is a combined report of CMS Energy and Consumers.

 

EXECUTIVE OVERVIEW

 

CMS Energy is an energy company operating primarily in Michigan. It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and CMS Enterprises, primarily a domestic independent power producer. Consumers’ electric utility operations include the generation, purchase, transmission, distribution, and sale of electricity, and Consumers’ gas utility operations include the purchase, transmission, storage, distribution, and sale of natural gas. Consumers’ customer base consists of a mix of residential, commercial, and diversified industrial customers. CMS Enterprises, through its subsidiaries and equity investments, owns and operates power generation facilities.

 

CMS Energy and Consumers manage their businesses by the nature of services each provides. CMS Energy operates principally in three business segments: electric utility; gas utility; and enterprises, its non-utility operations and investments. Consumers operates principally in two business segments: electric utility and gas utility.

 

CMS Energy and Consumers earn revenue and generate cash from operations by providing electric and natural gas utility services; electric distribution, transmission, and generation; gas transmission, storage, and distribution; and other energy-related services. Their businesses are affected primarily by:

 

·                 regulation and regulatory matters;matters

·                 economic conditions;conditions

·                 weather;weather

·                 energy commodity prices;prices

·                 interest rates; andrates

·                 CMS Energy���sEnergy’s and Consumers’ securities’ credit ratings.ratings

 

CMS Energy’s and Consumers’ business strategy emphasizes the key elements depicted below:

 

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Accountability is part of CMS Energy’s and Consumers’ corporate culture. CMS Energy and Consumers are committed to making the right choices to serve their customers safely and affordably and to acting responsibly as corporate citizens. CMS Energy and Consumers hold themselves accountable to the highest standards of safety, operational performance, and ethical behavior, and work diligently to comply with all laws, rules, and regulations that govern the electric and gas industry.

In October 2013, Consumers released its first-ever accountability report.  The report Consumers’ 2015 Accountability Report, which is available to the public, provides an overview of Consumers’ efforts to continue meeting Michigan’s energy needs safely and efficiently, and highlights Consumers’ commitment to Michigan businesses, its corporate citizenship, and its role in reducing the state’s air emissions.

 

SAFE, EXCELLENT OPERATIONSSafe, Excellent Operations

 

The safety of employees, customers, and the general public remains a priority of CMS Energy and Consumers. Accordingly, CMS Energy and Consumers have worked to integrate a set of safety principles into their business operations and culture. These principles include complying with applicable safety, health, and security regulations and implementing programs and processes aimed at continually improving safety and security conditions. From 2006 through 2013,In 2015, Consumers achieved a 72reduced recordable safety incidents by 29 percent reduction in the annualcompared with 2014. The number of recordable safety incidents.incidents in 2015 was the lowest in Consumers’ history.

 

CUSTOMER VALUECustomer Value

 

Consumers is undertaking a number of initiatives that reflect its intensified customer focus. Consumers’ planned investments in reliability are aimed at improving safety, reducing customer outage frequency, reducing repetitive outages, and increasing customer satisfaction. In 2015, Consumers attained reductions in the duration of electric customer outages and in the frequency of forced outages of its electric generation facilities. Consumers’ intensified customer focus has led to measureable improvements in customer satisfaction.

Also, in order to minimize increases in customer base rates, Consumers has undertaken several additional initiatives to reduce costs. These initiatives, togetherinclude accelerated pension funding, employee and retiree health care cost sharing, replacement of coal-fueled generation with Consumers’ plans to accelerate further cost reductions, should allow Consumers to avoid increasing electricmore efficient gas-fueled generation, targeted infrastructure investment, including the installation of smart meters, negotiated labor agreements, information and gas base rates through 2014.  Consumers may reconsider this expectation should its assumptions change regarding the economy or other matters.

Consumers has also worked to lower commodity costs for its customers.control system efficiencies, and productivity improvements. In addition, Consumers’ gas commodity costs have declined by 4464 percent over the last fiveten years, due in part to Consumers’ improvements to its gas infrastructure and optimization of its gas purchasing and storage strategy. These savings are all passed on to customers.

 

51



Table of ContentsUtility Investment

 

UTILITY INVESTMENTConsumers’ investment program focuses on projects that will enhance customer value. During 2015, Consumers completed the purchase of a 540-MW natural gas-fueled electric generating plant located in Jackson, Michigan for $155 million. Anticipating the planned retirement of seven coal-fueled electric generating units by April 2016, Consumers acquired the natural gas-fueled plant to help address its future capacity requirements and to provide customers with a reliable, cost-effective, and cleaner source of electricity.

 

Consumers expects to make capital investments of about $7$17 billion from 20142016 through 2018, as presented in the following illustration:

2025. While Consumers has substantially more investment opportunities that would add customer value, Consumers has limited its capital investment program to those investments it believes are needed to provide safe, reliable, and efficient service to its customers. Consumers’ capital investment program is expected to result in annual rate baserate-base growth of five to seven percent while allowing Consumers to maintain sustainable customer base rate increases (excluding PSCR and GCR charges) at or below the rate of inflation.

Over the next five years, Consumers expects to make capital investments of about $8.4 billion, as presented in the following illustration:

 

Among the key components of Consumers’ investment program are projects that will enhance customer value. 

Consumers’ planned base capital investments of $3.5$4.1 billion represent projects to maintain Consumers’ system and comprise $2.1$2.5 billion at the electric utility to preserve reliability and capacity and $1.4$1.6 billion at the gas utility to sustain deliverability and enhance pipeline integrity. An additional $1.9$2.7 billion of planned reliability investments at Consumers are aimed at reducing outages and improving customer satisfaction; these investments comprise $1.0 billion at the electric utility to strengthen circuits and substations, replace poles, and upgrade the Ludington pumped-storage plant and $0.9$1.6 billion at the gas utility to replace mains and enhance transmission and storage systems.systems and $1.1 billion at the electric utility to strengthen circuits and substations and replace poles. Consumers also expects to spend $0.8$0.7 billion on environmental investments needed to comply with state and federal laws and regulations.

 

Consumers’ Smart Energy program with an estimated total project capital cost of $0.8 billion, also represents a major capital investment. The full-scale deployment of advanced metering infrastructure began in 2012 and is planned to continue through 2017. Consumers has spent $0.3$0.5 billion through 20132015 on its Smart Energy program, and expects to spend an additional $0.5$0.3 billion, following a phased approach, from 20142016 through 2017.

 

Renewable energy projects are another major component of Consumers’ planned capital investments.  Consumers expects to spend $0.2 billion on renewable energy investments, under an MPSC-approved

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renewable energy plan, from 2014 through 2018.  The 2008 Energy Law requires that at least ten percent of Consumers’ electric sales volume come from renewable energy sources by 2015, and it includes requirements for specific capacity additions.  Consumers has historically included renewable resources as part of its portfolio, with about eight percent of its present power supply coming from such renewable sources as hydropower, landfill gas, biomass, wind, anaerobic digestion, and solar.

In December 2013, Consumers signed an agreement to purchase a 540-MW gas-fueled electric generating plant located in Jackson, Michigan for $155 million from AlphaGen Power LLC and DPC Juniper, LLC, affiliates of JPMorgan Chase & Co.  Consumers expects to close the purchase, which is subject to MPSC, FERC, and other approvals, by January 2016.  In January 2014, as a result of this planned purchase, Consumers announced plans to defer the development of its proposed 700-MW gas-fueled electric generating plant at its Thetford complex in Genesee County, Michigan, which Consumers estimated would have cost $700 million.

REGULATIONRegulation

 

Regulatory matters are a key aspect of CMS Energy’s and Consumers’ businesses, particularly Consumers’ rate cases and regulatory proceedings before the MPSC. In July 2013,2015, Michigan Governor Rick Snyder appointed Sally TalbergNorm Saari to serve on the three-member MPSC for a six-year term beginning in August 2015, replacing Orjiakor Isiogu.  Ms.retiring Commissioner Greg White. The governor also appointed Commissioner Sally Talberg has servedto chair the MPSC beginning in various energy-related consulting, management, and public service roles during her career.  She represents political independents on the MPSC.January 2016, replacing John Quackenbush, who will remain a commissioner through March 2016. Other important regulatory events and developments are summarized below.

 

·                 Electric Rate Case:Cases: In December 2014, Consumers filed a general electric rate casean application with the MPSC in September 2012, seeking an annual rate increase of $148 million.$163 million, based on a 10.7 percent authorized return on equity. In March 2013,June 2015, Consumers self-implemented an annual rate increase of $110 million, subject to refund with interest. The MPSC approved a partial settlement agreementissued an order in May 2013,November 2015, authorizing an annual rate

increase of $89$165 million, based on a 10.3 percent authorized rate of return on equity. In February 2014,April 2016, upon the MPSC found that total revenues collected during self-implementation did not exceed those that would have been collected under final rates and that no refund was required.planned retirement of seven coal-fueled electric generating units, the annual rate increase will be reduced by $39 million to $126 million.

 

·                 Income Tax Benefits Accounting Order:Gas Rate Case: In September 2013, the MPSC issued an order approving, with modification, Consumers’ request to accelerate the flow-through to electric and gas customers of certain income tax benefits associated primarily with the cost of removal of plant placed in service before 1993.  The order authorized Consumers to implement a regulatory treatment beginning in January 2014 that will allow Consumers to return $211 million of income tax benefits over five years to electric customers and $264 million of income tax benefits over 12 years to gas customers.  Consumers estimates that this new treatment will result in an annual benefit of $42 million to electric customers and $22 million to gas customers.

·Securitization Order:  In September 2013,July 2015, Consumers filed an application with the MPSC requestingseeking an alternative methodannual rate increase of $85 million, based on a 10.7 percent authorized return on equity. The largest component of the request is an annual revenue requirement of $64 million related to recover its investment in seven smaller coal-fueled electric generating units and three smaller gas-fueled electric generating units.  In December 2013, the MPSC approved Consumers’ application, with modification, authorizingnew investments that will allow Consumers to proceed, at its sole discretion, with the sale of up to $389 million in Securitization bonds through a newly formed subsidiary.  Under Michigan law, electric utilities are permitted to use highly rated, low-cost Securitization bonds to finance the recovery of qualified costs.  The qualified costs that the MPSC authorized Consumers to securitize are principally the remaining book value of the ten units described above.  Subject to a successful Securitization transaction, Consumers plans to retire these ten units by April 2016.

Consumers expects to proceed with the Securitization financingstrengthen infrastructure and issue Securitization bonds in 2014, subject to market conditions.  Upon issuance of the Securitization bonds, Consumers will

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adjust its retail electric base rates to exclude the revenue requirement associated with these costs.  Consumers will then collect a surcharge to pay the principalimprove system capacity and interest on the Securitization bonds, as well as all related costs.  Consumers estimates that employing this recovery mechanism in place of existing ratemaking treatment will provide initial annual cost savings to full-service customers of $15 million.

·Gas Revenue Decoupling Mechanism:  The gas revenue decoupling mechanism, authorized by the MPSC in its 2009 order in Consumers’ gas rate case and extended through April 2012, allowed Consumers to adjust future gas rates to the degree that actual average weather-adjusted sales per customer differed from the rate order.  In August 2012, Consumers filed its final reconciliation of the gas revenue decoupling mechanism, requesting recovery of $17 million from customers for the period June 2011 through April 2012.  In December 2013, the MPSC approved Consumers’ reconciliation for the full amount of its request and authorized recovery over four months beginning in January 2014.deliverability.

 

The filing also seeks approval of two rate adjustment mechanisms: one that would reconcile annually Consumers’ actual weather-adjusted nonfuel revenues with the revenues approved by the MPSC, and another that would allow recovery of an additional $147 million associated with investments to be made from January 2017 through December 2019, subject to reconciliation. These future investments would help to ensure adequate system capacity and deliverability. In January 2016, Consumers self-implemented an annual rate increase of $60 million, subject to refund with interest.

In March 2015, Michigan’s governor outlined several key goals for the state’s energy policy, with a focus on increasing the use of clean energy sources, reducing Michigan’s reliance on coal, deploying smart meters, investing in the power grid and pipeline system, eliminating energy waste, and ensuring affordable, reliable, and adaptable energy while protecting the environment. The governor also created the Michigan Agency for Energy, a single entity dedicated to providing all of state government the information and context needed to support Michigan’s energy priorities.

In early 2015, members of the Michigan Senate and House of Representatives introduced various bills addressing renewable energy and energy efficiency and proposing changes to the regulatory process, such as establishing an energy planning process to determine the need for new energy investment. The bills also address ROA. Presently, under the 2008 Energy Law, limitselectric customers in Consumers’ service territory are allowed to buy electric generation service from alternative electric supplysuppliers in an aggregate amount up to ten percent of Consumers’ weather-adjusted retail sales offor the preceding calendar year. At December 31, 2013, Consumers’ electric deliveries underThe bills introduced during 2015 propose a range of changes to ROA, including eliminating ROA, maintaining the existing ROA program but imposing conditions on a customer’s return to utility service, and raising the ROA program were at the ten-percent limit.  Bills have been introduced to the Michigan House of Representatives and the Michigan Senate to raise or remove the ROA limit.  The House bill also proposes to deregulate electric generation service in Michigan within two years.  Consumers is unable to predict the outcome of these legislative proposals.  In addition, the Michigan legislature has conducted hearings on the subject of energy competition. If the ROA limit were increased or if electric generation service in Michigan were deregulated, it could have a material adverse effect on Consumers’ financial results and operations. Presently, the Michigan Senate and House of Representatives are considering two separate but similar pieces of legislation to address energy policy. Consumers is unable to predict the form and timing of any final legislation.

 

Environmental regulation is another area of importance for CMS Energy and Consumers, and they are monitoring numerous legislative and regulatory initiatives, including initiatives to regulate greenhouse gases, and related litigation. CMS Energy and Consumers believe that environmental laws and regulations related to their operations will continue to become more stringent and require them to make additional significantsubstantial capital expenditures for emissions control equipment, CCR disposal and storage, cooling water intake equipment, effluent treatment, and PCB remediation. Present and reasonably anticipated state and federal environmental statutes and regulations, including but not limited to the Clean Air Act, including the Clean Power Plan, as well as the Clean Water Act, the Resource Conservation and Recovery Act, and CERCLA, will continue to have a material effect on CMS Energy and Consumers.

 

FINANCIAL PERFORMANCE IN 2013 AND BEYONDFinancial Performance in 2015 and Beyond

 

In 2013,2015, CMS Energy’s net income available to common stockholders was $452$523 million, and diluted EPS were $1.66.$1.89. This compares with net income available to common stockholders of $382$477 million and

diluted EPS of $1.42$1.74 in 2012.  The main2014. Among the various factors contributing to CMS Energy’s improved performance in 20132015 were increasedelectric and gas deliveries, benefits from rate orders, and the absence,increases, which were offset partially by decreased gas sales due primarily to colder winter weather in 2013, of the write-off of Consumers’ electric revenue decoupling mechanism regulatory asset in 2012.2014.

 

Consumers’ utility operations are seasonal. The consumption of electric energy typically increases in the summer months, due primarily to the use of air conditioners and other cooling equipment, while peak demand for natural gas occurs in the winter due to colder temperatures and the resulting use of natural gas as heating fuel. In addition, Consumers’ electric rates, which follow a seasonal rate design, are higher in the summer months than in the remaining months of the year. A more detailed discussion of the factors affecting CMS Energy’s and Consumers’ performance can be found in the Results of Operations section that follows this Executive Overview.

 

CMS Energy andMichigan is ranked third among states based on its strong economic growth since 2010. Consumers believeexpects that economic conditionsthe continued rise in Michigan are improving.  Consumers expectsindustrial production will drive its electric deliveries to increase annually by about 0.5 to 1.0 percent on average through 2018, driven largely by the continued rise in industrial production.2020. Excluding the impacts of energy efficiency

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programs, Consumers expects its electric deliveries to increase by about 1.51.0 to 2.01.5 percent annually through 2018.2020. Consumers is projecting that its gas deliveries will remain stable through 2018.2020. This outlook reflects growth in gas demand offset by energy efficiency and conservation.

 

As Consumers seeks to continue to receive fair and timely regulatory treatment, delivering customer value will remain a key strategic priority. In order to minimize increases in customer base rates, Consumers has set goals to achieve further annual productivity improvements. Additionally, Consumers will strive to give priority to capital investments that increase customer value or lower costs.

 

Consumers expects to continue to have sufficient borrowing capacity to fund its investment-based growth plans. CMS Energy also expects its sources of liquidity to remain sufficient to meet its cash requirements. To identify potential implications for CMS EnergyEnergy’s and ConsumersConsumers’ businesses and future financial needs, the companies will continue to monitor developments in the financial and credit markets, as well as government policy responses to those developments, for potential implications for their businesses and their future financial needs.developments.

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RESULTS OF OPERATIONS

 

CMSENERGY CONSOLIDATED RESULTS OF OPERATIONS Energy Consolidated Results of Operations

 

 

In Millions, Except Per Share Amounts

 

 

In Millions, Except Per Share Amounts

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

Net Income Available to Common Stockholders

 

$

452

 

$

382

 

$

415

 

 

$

523

 

$

477

 

$

452

 

Basic Earnings Per Share

 

$

1.71

 

$

1.46

 

$

1.66

 

 

$

1.90

 

$

1.76

 

$

1.71

 

Diluted Earnings Per Share

 

$

1.66

 

$

1.42

 

$

1.58

 

 

$

1.89

 

$

1.74

 

$

1.66

 

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

Change

 

2012

 

2011

 

Change

 

 

2015

 

2014

 

Change

 

2014

 

2013

 

Change

 

Electric utility

 

$

363

 

$

325

 

$

38

 

$

325

 

$

333

 

$

(8

)

 

$

437

 

$

384

 

$

53

 

$

384

 

$

363

 

$

21

 

Gas utility

 

168

 

110

 

58

 

110

 

130

 

(20

)

 

154

 

179

 

(25

)

179

 

168

 

11

 

Enterprises

 

2

 

16

 

(14

)

16

 

32

 

(16

)

 

4

 

(1

)

5

 

(1

)

2

 

(3

)

Corporate interest and other

 

(81

)

(76

)

(5

)

(76

)

(82

)

6

 

 

(72

)

(85

)

13

 

(85

)

(81

)

(4

)

Discontinued operations

 

 

7

 

(7

)

7

 

2

 

5

 

Net Income Available to Common Stockholders

 

$

452

 

$

382

 

$

70

 

$

382

 

$

415

 

$

(33

)

 

$

523

 

$

477

 

$

46

 

$

477

 

$

452

 

$

25

 

 

Presented in the following table are specific after-tax changes to net income available to common stockholders for 20132015 versus 2012:2014:

 

In Millions  

Reasons for the change

2013 better/(worse) than 2012

 

Gas sales

 

 

67

 

 

 

 

Electric sales

 

 

 

(9

)

 

 

 

Electric and gas rate orders

 

 

 

57

 

 

 

 

Lower employee benefit costs, primarily OPEB

 

 

 

17

 

 

 

 

Absence of contributions related to a 2012 Michigan ballot proposal

 

 

 

11

 

 

 

 

Depreciation and property tax

 

 

 

(41

)

 

 

 

Distribution and restoration cost

 

 

 

(22

)

 

 

 

Absence of 2012 recovery of development costs related to cancelled coal-fueled plant

 

 

 

(9

)

 

 

 

Gas decoupling

 

 

 

(7

)

 

 

 

Absence of 2012 gain on DOE settlement

 

 

 

(7

)

 

 

 

Other

 

 

 

(4

)

53

 

 

 

 

 

 

 

 

 

 

Higher income tax expense and lower subsidiary earnings of enterprises segment

 

 

 

 

 

 

(13

)

Higher corporate fixed charges and other, offset by higher EnerBank earnings

 

 

 

 

 

 

(5

)

Absence of 2012 charge to write off electric decoupling regulatory asset

 

 

 

 

 

 

36

 

Absence of voluntary separation plan cost in 2012

 

 

 

 

 

 

7

 

Other, including the absence of the elimination, in 2012, of a liability associated with a prior asset sale

 

 

 

 

 

 

(8

)

Total change

 

 

 

 

 

70

 

56

 

 

In Millions

 

Reasons for the change

 

2015 better/(worse) than 2014

 

Consumers electric utility and gas utility

 

 

 

 

 

 

 

Electric sales

 

 

 

 

 

 

 

Weather

 

$

(2

)

 

 

 

 

Non-weather

 

1

 

$

(1)

 

 

 

Gas sales

 

 

 

 

 

 

 

Weather

 

(49

)

 

 

 

 

Non-weather

 

3

 

(46)

 

 

 

Electric rate increase

 

 

 

38

 

 

 

Gas rate increase

 

 

 

27

 

 

 

Operating and maintenance costs

 

 

 

27

 

 

 

Charitable and political contributions

 

 

 

15

 

 

 

State of Michigan use tax settlement

 

 

 

14

 

 

 

Cross Winds® Energy Park production tax credits

 

 

 

8

 

 

 

Depreciation and property taxes

 

 

 

(43)

 

 

 

Employee benefit costs

 

 

 

(24)

 

 

 

Other

 

 

 

13

 

$

28

 

Enterprises

 

 

 

 

 

 

 

Absence of increase in Bay Harbor environmental liability

 

 

 

 

 

9

 

Subsidiary earnings

 

 

 

 

 

5

 

DIG outage, including planned major maintenance

 

 

 

 

 

(9

)

Corporate interest and other

 

 

 

 

 

 

 

Absence of early extinguishment of debt

 

 

 

 

 

12

 

EnerBank earnings

 

 

 

 

 

7

 

Other

 

 

 

 

 

(6

)

Total change

 

 

 

 

 

$

46

 



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Presented in the following table are specific after-tax changes to net income available to common stockholders for 20122014 versus 2011:2013:

 

In Millions  

Reasons for the change

2012 better/(worse) than 2011

 

Electric sales

 

 

19

 

 

 

 

Gas sales

 

 

 

(33

)

 

 

 

Electric and gas rate orders

 

 

 

90

 

 

 

 

Recovery of development costs related to cancelled coal-fueled plant

 

 

 

9

 

 

 

 

Depreciation and property tax

 

 

 

(31

)

 

 

 

Operating and maintenance expenses and expenses related to a 2012 Michigan ballot proposal

 

 

 

(12

)

 

 

 

Other regulatory impacts (absence of electric decoupling, offset partially by a gain on DOE settlement)

 

 

 

(13

)

 

 

 

Other

 

 

 

(13

)

16

 

 

 

 

 

 

 

 

 

 

Income tax benefits and higher subsidiary earnings of enterprises segment

 

 

 

 

 

 

9

 

Lower corporate fixed charges, higher EnerBank earnings, and other

 

 

 

 

 

 

10

 

Charge to write off electric decoupling regulatory asset

 

 

 

 

 

 

(36

)

Absence of tax benefit related to MCIT enactment in 2011

 

 

 

 

 

 

(32

)

Total change

 

 

 

 

 

(33

)

 

 

 

 

 

 

In Millions

 

Reasons for the change

 

2014 better/(worse) than 2013

 

Consumers electric utility and gas utility

 

 

 

 

 

 

 

Gas sales

 

 

 

 

 

 

 

Weather

 

$

23

 

 

 

 

 

Non-weather

 

7

 

$

30

 

 

 

Electric sales

 

 

 

 

 

 

 

Weather

 

(13)

 

 

 

 

 

Non-weather

 

(4)

 

(17)

 

 

 

Electric rate increase

 

 

 

23

 

 

 

Lower employee benefit costs, primarily OPEB

 

 

 

44

 

 

 

Tax benefit associated with MPSC accounting order

 

 

 

39

 

 

 

Depreciation and property taxes

 

 

 

(45)

 

 

 

Operating and maintenance costs

 

 

 

(15)

 

 

 

Charitable and political contributions

 

 

 

(14)

 

 

 

Other

 

 

 

(13)

 

$

32

 

Enterprises

 

 

 

 

 

 

 

Subsidiary earnings

 

 

 

6

 

 

 

Increase in Bay Harbor environmental liability

 

 

 

(9)

 

(3

)

Corporate interest and other

 

 

 

 

 

 

 

EnerBank earnings

 

 

 

 

 

2

 

Early extinguishment of debt

 

 

 

 

 

(10

)

Other

 

 

 

 

 

4

 

Total change

 

 

 

 

 

$

25

 

 

CONSUMERS ELECTRIC UTILITY RESULTS OF OPERATIONSConsumers Electric Utility Results of Operations

 

In Millions

 

In Millions

 

Years Ended December 31

2013

2012

Change

 

2012

2011

Change

 

2015

2014

Change

 

2014

2013

Change

 

Net Income Available to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stockholders

363

325

38

 

325

333

(8

)

Net Income Available to
Common Stockholders

$

437

$

384

$

53

 

$

384

$

363

$

21

 

Reasons for the change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric deliveries and rate increases

 

 

 

 

95

 

 

 

 

 

81

 

 

$

78

 

 

$

36

 

Power supply costs and related revenue

 

 

 

 

 

(1

)

 

 

 

 

 

 

2

 

 

1

 

 

(2

)

Other income, net of expenses

 

 

 

 

 

15

 

 

 

 

 

 

(16

)

 

25

 

 

(16

)

Maintenance and other operating expenses

 

 

 

 

 

(24

)

 

 

 

 

 

 

5

 

 

8

 

 

24

 

Depreciation and amortization

 

 

 

 

 

(25

)

 

 

 

 

 

 

(47

)

 

(45

)

 

(38

)

General taxes

 

 

 

 

 

(5

)

 

 

 

 

 

 

(10

)

 

(4

)

 

(10

)

Interest charges

 

 

 

 

 

(1

)

 

 

 

 

 

 

12

 

 

3

 

 

(3

)

Income taxes

 

 

 

 

 

(16

)

 

 

 

 

 

 

(35

)

 

(13

)

 

30

 

Total change

 

 

 

 

38

 

 

 

 

 

(8

)

 

$

53

 

 

$

 21

 

 

Following is a discussion of significant changes to net income available to common stockholders for 20132015 versus 20122014 and for 20122014 versus 2011.2013.

 

Electric deliveriesDeliveries and rate increases:Rate Increases: For 2013,2015, electric delivery revenues increased $95$78 million compared with 2012.2014. This change reflected $67 million from a rate increase that Consumers self-implemented in June 2015, a $9 million increase in revenues related to the renewable energy program, and a $2 million increase in other revenues. Deliveries to end-use customers were 37.3 billion kWh in 2015 and 37.6 billion kWh in 2014.

For 2014, electric delivery revenues increased $36 million compared with 2013. This change reflected a $64$33 million benefit from a May 2013 rate increase that Consumers self-implemented in March 2013, $14 million from a low-income assistance surcharge, and a $16 million increase in revenues related to the absence, in 2013, of a $59 million charge to write off Consumers’ electric decoupling regulatory asset in 2012.renewable energy program. These increases were offset partially by a $24$27 million reduction in revenues resulting from lower sales in the high-margin summer months due primarily to milder weather in 2013 and a $4 million decrease in other revenue.sales to Consumers’ higher-margin customers. Deliveries to end-use customers excluding deliveries to Consumers’ largest customer, which is on an economic development rate, were 35.437.6 billion kWh in 20132014 and 2012.

For 2012, electric delivery revenues increased $81 million compared with 2011.  This increase was due to additional revenues of $106 million resulting from a June 2012 rate increase that Consumers self-

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implemented in December 2011, $19 million from higher deliveries in 2012, and a $46 million increase in other revenues, primarily from energy optimization and renewable energy programs.  These increases were offset partially by a $59 million charge to write off Consumers’ electric decoupling mechanism regulatory asset, and the absence, in 2012, of $31 million of electric decoupling revenues recognized in 2011.  Deliveries to end-use customers, excluding deliveries to Consumers’ largest customer, which is on an economic development rate, were 35.436.9 billion kWh in 2012 and 35.0 billion kWh in 2011.2013.

 

Other income, netIncome, Net of expenses:Expenses: For 2013,2015, other income, net of expenses, increased $15$25 million compared with 2012,2014. This change was due to a $13 million decrease in charitable and for 2012,political contributions, $6 million related to a State of Michigan use tax settlement reached in 2015, and a $6 million gain related to a donation of CMS Energy stock by Consumers. The gain was eliminated on CMS Energy’s consolidated statements of income. For additional details regarding the use tax settlement, see Note 4, Contingencies and Commitments.

For 2014, other income, net of expenses, decreased $16 million compared with 2011.  These variances were2013. This decrease was due primarily to contributions made in 2012 related to a Michigan ballot proposal.increased charitable and political contributions.

 

Maintenance and other operating expenses:Other Operating Expenses: For 2013, maintenance and other operating expenses increased $24 million compared with 2012.  This change reflected a $51 million increase in service restoration costs, less $16 million of estimated insurance proceeds, associated with severe storms that occurred in November and December 2013.  Additionally, expenses were higher due to the absence, in 2013, of a $14 million recovery associated with Consumers’ cancelled coal-fueled plant, and a $12 million benefit related to Consumers’ settlement with the DOE.  These increases were offset partially by an $18 million reduction in OPEB cost resulting from OPEB Plan changes adopted in July 2013, a $5 million reduction in OPEB cost due to favorable OPEB Plan performance, and a $14 million decrease in other distribution operating expenses.

For 2012,2015, maintenance and other operating expenses decreased $5$8 million compared with 2011.2014. This decrease reflectedwas due to an $8 million reduction in maintenance costs at the authorized recovery of $14seven coal-fueled electric generating units planned for retirement in 2016, a $5 million associated with Consumers’ cancelled coal-fueled plant, anreduction in uncollectible accounts expense, and $11 million decreaseof other operating and maintenance expenses. Additionally, there was a $9 million reduction in service restoration costs, reflecting in part the increased capitalization of utility pole units, consistent with a $12 million benefit related to Consumers’ settlement with the DOE, and an $8 million decreasechange in uncollectible accounts expense.regulatory treatment. These decreases were offset partiallylargely by an $18a $25 million increase in energy optimization program costs, a $14 million increasepostretirement benefits expense attributable to changes in benefit plan assumptions.

For 2014, maintenance and other operating expenses including higherdecreased $24 million compared with 2013. This decrease was due to a $46 million reduction in postretirement benefit costs attributable to OPEB Plan amendments made in July 2013 and a $32 million reduction in service restoration costs related primarily to system reliability, and an $8severe storms that occurred in 2013. These decreases were offset largely by $14 million increaseof increased expenses related to a low-income assistance program, $14 million of increased expenses associated with voluntary separation programinformation technology projects, and $26 million of higher forestry and other operating and maintenance expenses.

 

Depreciation and amortization:Amortization: For 2013,2015, depreciation and amortization expense increased $25$45 million compared with 2012.  This increase was2014, and for 2014, depreciation and amortization expense increased $38 million compared with 2013. Both increases were due primarily to higher depreciation expense from increased plant in service and an increase in depreciation rates authorized in a June 2012 rate order, offset partially by lowerhigher amortization expense on certain regulatoryof securitized assets.

 

General Taxes:For 2012, depreciation and amortization expense2015, general taxes increased $47$4 million compared with 2011, due primarily to increased plant in service2014, and an increase in depreciation rates authorized in a June 2012 rate order.

General Taxes:  For 2013,for 2014, general taxes increased $5$10 million compared with 2012,2013, due primarily to increased property taxes, reflecting higher capital spending. In 2015, the increase was offset partially by a reduction in general taxes associated with a State of Michigan use tax settlement reached in 2015. For additional details regarding the use tax settlement, see Note 4, Contingencies and Commitments.

 

Interest Charges:For 2012, general taxes increased $102015, interest charges decreased $3 million compared with 2011,2014. This change was due primarily to the absence, in 2012, of a favorable outcome to a Michigan single business tax audit in 2011.

Interest Charges:  For 2012, interest charges decreased $12 million comparedreduction in interest expense associated with 2011, due to lowera State of Michigan use tax settlement reached in 2015, offset largely by a $4 million increase from higher average debt levels and lower averagea $5 million increase in other interest rates in 2012.charges related primarily to securitization bonds. For additional details regarding the use tax settlement, see Note 4, Contingencies and Commitments.

 

Income taxes:Taxes: For 2013,2015, income taxes increased $16$13 million compared with 2012, primarily reflecting higher electric utility earnings offset partially by the absence, in 2013, of non-deductible contributions related to a 2012 Michigan ballot proposal.

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For 2012, income taxes increased $352014. Of this increase, $23 million compared with 2011.  This increase was dueattributable to higher electric utility earnings, which was offset partially by an $8 million

benefit associated with Cross Winds® Energy Park production tax credits and a $2 million decrease in other tax related items.

For 2014, income taxes decreased $30 million compared with 2013. This change from the MBTwas due to the MCITaccelerated flow-through of income tax benefits under an MPSC accounting order that Consumers implemented in January 2012, and the absence, in 2012, of a $4 million benefit related to the Medicare Part D subsidy.2014.

 

CONSUMERS GAS UTILITY RESULTS OF OPERATIONSConsumers Gas Utility Results of Operations

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

2013

2012

Change

 

2012

2011

Change

 

2015

2014

Change

 

2014

2013

Change

 

Net Income Available to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stockholders

 

168

 

110

58

 

110

 

130

 

(20

)

Net Income Available to Common Stockholders

 

$

154

 

$

179

$

(25

)

 

$

179

 

$

168

 

$

11

 

Reasons for the change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gas deliveries and rate increases

 

 

 

 

 

 

89

 

 

 

 

 

 

 

(29

)

 

 

 

 

 

 

$

(11

)

 

 

 

 

 

 

 

$

28

 

Other income, net of expenses

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

9

 

 

 

 

 

 

 

 

 

(4

)

Maintenance and other operating expenses

Maintenance and other operating expenses

 

11

 

 

 

 

 

 

 

 

8

 

 

 

 

 

 

 

 

(9

)

 

 

 

 

 

 

 

 

5

 

Depreciation and amortization

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

(21

)

 

 

 

 

 

 

 

 

(18

)

General taxes

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(7

)

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

(6

)

Interest charges

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

8

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

(3

)

Income taxes

 

 

 

 

 

 

 

(34

)

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

17

 

 

 

 

 

 

 

 

 

9

 

Total change

 

 

 

 

 

 

58

 

 

 

 

 

 

 

(20

)

 

 

 

 

 

 

$

(25

)

 

 

 

 

 

 

 

$

11

 

 

Following is a discussion of significant changes to net income available to common stockholders for 20132015 versus 20122014 and for 20122014 versus 2011.2013.

 

Gas deliveriesDeliveries and rate increases:Rate Increases: For 2013,2015, gas delivery revenues increased $89decreased $11 million compared with 2012.2014. This increasechange reflected an $82a $57 million benefit from higher customer deliveries,decrease in sales, due primarily to colder winter weather in 2013,2014. This decrease was offset partiallylargely by the impact on 2012 revenues of the gas revenue decoupling mechanism.  Additionally, revenue increased $7a $43 million due to a June 2012 rate increase that Consumers self-implementedimplemented in March 2012.January 2015 and a $3 million increase in other revenues. Deliveries to end-use customers were 307299 bcf in 20132015 and 259331 bcf in 2012.2014.

 

For 2012,2014, gas delivery revenues decreased $29increased $28 million compared with 2011.2013. This decreasechange reflected a $43$32 million reduction resulting from lower customer deliveries,of higher sales, due primarily to mildercolder winter weather in early 2012,2014, and a $5$3 million increase in other revenue, offset partially by a $7 million decrease associated with the energy efficiency program. Deliveries to end-use customers were 331 bcf in 2014 and 307 bcf in 2013.

Other Income, Net of Expenses: For 2015, other income, net of expenses, increased $9 million compared with 2014 due primarily to a $4 million decrease in charitable contributions, $3 million from a gain related to a donation of CMS Energy stock by Consumers, and a $2 million increase in other revenues.income. The gain was eliminated on CMS Energy’s consolidated statements of income.

For 2014, other income, net of expenses, decreased $4 million compared with 2013, due to increased charitable contributions.

Maintenance and Other Operating Expenses: For 2015, maintenance and other operating expenses increased $9 million compared with 2014. This change was due to a $15 million increase in postretirement benefits expense, attributable to changes in benefit plan assumptions, and a $10 million increase in pipeline integrity expenses. These decreasesincreases were offset partially by $19a $16 million reduction in uncollectible accounts expense due primarily to the successful implementation of additional revenues from rate increases.  Gas deliveries, including transportation to end-use customers, were 259 bcf in 2012 and 287 bcf in 2011.new collection practices.

 

Maintenance and other operating expenses:For 2013,2014, maintenance and other operating expenses decreased $11$5 million compared with 2012.2013. This decrease was due to a $10$27 million reduction in OPEB cost resulting frompostretirement benefit costs attributable to OPEB Plan changes adopted

amendments made in July 2013, and a $5$7 million reductiondecrease in OPEB cost dueexpenses related to favorable OPEB Plan performance.the energy efficiency program. These decreases were offset partiallylargely by a $4$5 million increase in other operating expenses.

For 2012, maintenance and other operating expenses decreased $8associated with information technology projects, a $9 million compared with 2011.  This decrease was due to an $8 million reductionincrease in uncollectible accounts expense, and a $4 million reduction in other operating expenses, offset partially by a $4$15 million increase associated with voluntary separation programrelated to pipeline integrity and other gas operating and maintenance expenses.

 

Depreciation and amortization:Amortization: For 2013,2015, depreciation and amortization expense increased $4$21 million compared with 2012,2014, and for 2012,2014, depreciation and amortization expense increased $4$18 million compared with 2011.2013. Both increases were due to higher depreciation expense from increased plant in service.

 

General TaxesTaxes:: For 2012,2015, general taxes increased $7$6 million compared with 2011,2014, and for 2014, general taxes increased $6 million compared with 2013. Both increases were due primarily to the absence, in 2012, of a favorable outcome to a Michigan single business tax audit in 2011.

59



Table of Contentsincreased property taxes, reflecting higher capital spending.

 

Interest ChargesCharges:: For 2012,2015, interest charges decreased $8increased $4 million compared with 2011,2014 due to lowerhigher average debt levels and lower average interest rates in 2012.levels.

 

Income taxes:Taxes: For 2013,2015, income taxes increased $34decreased $17 million compared with 2012, due primarily2014 attributable to higherlower gas utility earnings.

 

For 2012,2014, income taxes decreased $6$9 million compared with 2011,2013. This change was due primarily to lower gas utility earningsthe accelerated flow-through of income tax benefits under an MPSC accounting order that Consumers implemented in January 2014.

Enterprises Results of Operations

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

2015

2014

Change

 

2014

2013

Change

 

Net Income (Loss) Available to Common Stockholders

 

4

 

(1

)

5

 

 

(1

)

2

 

(3

)

For 2015, net income of the enterprises segment increased $5 million compared with 2014, due to the absence in 2015 of a $9 million after-tax increase in the environmental remediation liability associated with Bay Harbor, offset partially by $4 million of higher costs associated primarily with planned major maintenance at DIG.

For 2014, the enterprises segment recorded a net loss of $1 million, compared with net income of $2 million in 2013. The $3 million change was due primarily to a $9 million after-tax increase in the environmental remediation liability associated with Bay Harbor, offset partially by the absence in 2012,2014 of a $2 million benefit related to the Medicare Part D subsidy.

ENTERPRISES RESULTS OF OPERATIONS

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

2013

2012

Change

 

2012

2011

Change

 

Net Income Available to Common Stockholders

 

2

 

16

 

(14

)

 

16

 

32

 

(16

)

For 2013, net income of the enterprises segment decreased $14 million compared with 2012.  This decrease was attributable to the absence, in 2013, of $6 million of tax benefits in 2012 due primarily to law changes related to Medicare Part D, $4 million ofin additional tax expense in 2013 duerelated to OPEB Plan changes adopted in July 2013 and $4$2 million in higherlower after-tax expenses due primarily to the absence in 2013administrative and maintenance expenses.

Corporate Interest and Other Results of a 2012 insurance settlement.Operations

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

2015

2014

Change

 

2014

2013

Change

 

Net Income (Loss) Available to Common Stockholders

 

(72

)

$

(85

)

$

13

 

 

(85

)

$

(81

)

$

(4

)

 

For 2012,2015, corporate interest and other net income of the enterprises segmentexpenses decreased $16$13 million compared with 2011,2014, due to the absence in 2012,2015 of a $28$12 million income tax benefit resulting fromafter-tax loss on the enactmentearly extinguishment of the MCIT in May 2011,debt and $7 million of higher earnings at EnerBank. These decreases were offset partially by $6 million of additional income tax

expense attributable to higher MCIT and to the establishment of a valuation allowance for certain tax benefits due primarily to law changes related to Medicare Part D and by $6 million of additional earnings from an insurance settlement received in 2012 and from improved operating results.credits.

 

For further details about the enactment of the MCIT, see Note 13, Income Taxes.

CORPORATE INTEREST AND OTHER RESULTS OF OPERATIONS

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

2013

2012

Change

 

2012

2011

Change

 

Net Income (Reduction) Available to Common Stockholders

 

(81

)

(76

)

(5

)

 

(76

)

(82

)

6

 

For 2013,2014, corporate interest and other net expenses increased $5$4 million compared with 2012, due to a $52013. A $10 million increase in interest expense, reflecting increased borrowings.

For 2012,after-tax losses on the early extinguishment of debt was offset partially by a $3 million reduction in miscellaneous corporate interestcosts and other net expenses decreased $6a $3 million compared with 2011,benefit due primarily to higher net earnings at EnerBank.

DISCONTINUED OPERATIONS

For 2013, the net loss from discontinued operations was less than $1 million.  For 2012, income from discontinued operations was $7 million, reflecting the elimination of a liability associated with a prior asset sale.  For 2011, income from discontinued operations was $2 million, due to a favorable legal settlement related to a previously sold business.

For further details regarding discontinued operations, see Note 19, Asset Sales and Discontinued Operations.

60



Table of Contents

 

CASH POSITION, INVESTING, AND FINANCING

 

At December 31, 2013,2015, CMS Energy had $204$285 million of consolidated cash and cash equivalents, which included $32$19 million of restricted cash and cash equivalents. At December 31, 2013,2015, Consumers had $49$69 million of consolidated cash and cash equivalents, which included $31$19 million of restricted cash and cash equivalents.

 

OPERATING ACTIVITIESOperating Activities

 

Presented in the following table are specific components of net cash provided by operating activities for the years ended December 31, 2013, 2012,2015, 2014, and 2011:2013:

 

 

 

 

 

 

 

 

 

 

 

 

In Millions  

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

Change

 

2012

 

2011

 

Change

 

 

2015

 

2014

 

Change

 

 2014

 

2013

 

Change

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

454

 

$

384

 

$

70

 

$

384

 

$

417

 

$

(33

)

 

$

 525

 

$

 479

 

$

 46

 

$

 479

 

$

 454

 

$

 25

 

Non-cash transactions1

 

 

1,129

 

 

1,085

 

 

44

 

 

1,085

 

 

981

 

 

104

 

 

 

 1,155

 

 

 1,032

 

 

 123

 

 

 1,032

 

 

 1,129

 

 

 (97

)

 

 

1,583

 

 

1,469

 

 

114

 

 

1,469

 

 

1,398

 

 

71

 

 

 

 1,680

 

 

 1,511

 

 

 169

 

 

 1,511

 

 

 1,583

 

 

 (72

)

Postretirement benefits contributions

 

 

(229

)

 

(72

)

 

(157

)

 

(72

)

 

(323

)

 

251

 

 

 

 (262

)

 

 (32

)

 

 (230

)

 

 (32

)

 

 (229

)

 

 197

 

Proceeds from government grant

 

 

69

 

 

-

 

 

69

 

 

-

 

 

-

 

 

-

 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 69

 

 

 (69

)

Changes in core working capital2

 

 

88

 

 

(48

)

 

136

 

 

(48

)

 

135

 

 

(183

)

 

 

 241

 

 

 (17

)

 

 258

 

 

 (17

)

 

 86

 

 

 (103

)

Changes in other assets and liabilities, net

 

 

(90

)

 

(108

)

 

18

 

 

(108

)

 

(41

)

 

(67

)

 

 

 (19

)

 

 (15

)

 

 (4

)

 

 (15

)

 

 (88

)

 

 73

 

Net cash provided by operating activities

 

$

1,421

 

$

1,241

 

$

180

 

$

1,241

 

$

1,169

 

$

72

 

 

$

 1,640

 

$

 1,447

 

$

 193

 

$

 1,447

 

$

 1,421

 

$

 26

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

534

 

$

439

 

$

95

 

$

439

 

$

467

 

$

(28

)

 

$

 594

 

$

 567

 

$

 27

 

$

 567

 

$

 534

 

$

 33

 

Non-cash transactions1

 

 

1,003

 

 

993

 

 

10

 

 

993

 

 

947

 

 

46

 

 

 

 1,096

 

 

 1,047

 

 

 49

 

 

 1,047

 

 

 1,003

 

 

 44

 

 

 

1,537

 

 

1,432

 

 

105

 

 

1,432

 

 

1,414

 

 

18

 

 

 

 1,690

 

 

 1,614

 

 

 76

 

 

 1,614

 

 

 1,537

 

 

 77

 

Postretirement benefits contributions

 

 

(222

)

 

(68

)

 

(154

)

 

(68

)

 

(315

)

 

247

 

 

 

 (243

)

 

 (29

)

 

 (214

)

 

 (29

)

 

 (222

)

 

 193

 

Proceeds from government grant

 

 

69

 

 

-

 

 

69

 

 

-

 

 

-

 

 

-

 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 69

 

 

 (69

)

Changes in core working capital2

 

 

103

 

 

(31

)

 

134

 

 

(31

)

 

138

 

 

(169

)

 

 

 226

 

 

 (5

)

 

 231

 

 

 (5

)

 

 101

 

 

 (106

)

Changes in other assets and liabilities, net

 

 

(136

)

 

20

 

 

(156

)

 

20

 

 

86

 

 

(66

)

 

 

 121

 

 

 (242

)

 

 363

 

 

 (242

)

 

 (134

)

 

 (108

)

Net cash provided by operating activities

 

$

1,351

 

$

1,353

 

$

(2

)

$

1,353

 

$

1,323

 

$

30

 

 

$

 1,794

 

$

 1,338

 

$

 456

 

$

 1,338

 

$

 1,351

 

$

 (13

)

 

1Non-cash transactions comprise depreciation and amortization, changes in deferred income taxes, postretirement benefits expense, and other non-cash items.operating activities.

 

2Core working capital comprises accounts receivable, notes receivable, accrued revenue (including accrued gas revenue), inventories, accounts payable, and accrued revenues, inventories, and accounts payable.rate refunds.

 

For 2013,2015, net cash provided by operating activities at CMS Energy increased $180$193 million compared with 2012,2014 and net cash provided by operating activities at Consumers increased $456 million compared with 2014. These changes were due primarily to gas purchases at lower prices, improved customer collections, and higher net income, net of non-cash transactions, offset partially by higher postretirement benefits contributions. At Consumers, lower income tax payments to CMS Energy also contributed to the improvement in 2015.

For 2014, net cash provided by operating activities at CMS Energy increased $26 million compared with 2013, and net cash provided by operating activities at Consumers decreased $2$13 million compared with 2012.  Increases2013. At CMS Energy and Consumers, increases in net cash provided by operating activities were due primarily to lower postretirement benefits contributions and higher net income, netcash collections of non-cash transactions,accounts receivable from customers, offset partially by an increase in GCR underrecoveries, higher gas volumes purchased due to lower initial gas inventory levels, and the absence, in 2014, of the receipt of a $69 million renewable energy grant for Lake Winds® Energy Park, and a reduction in working capital due to higher usage of gas and other fuel from inventory and the collection of PSCR underrecoveries.  At CMS Energy, these increases were offset partially by higher pension contributions in 2013.Park. At Consumers, these increases were also offset largely by higher pension contributions, higherincome tax payments to CMS Energy, a refund to customers of $23 million related to the DOE settlement, and a $24 million premium paid for the early retirement of debt in 2013.Energy.

 

For 2012, net cash provided by operating activities at CMS Energy increased $72 million compared with 2011, and net cash provided by operating activities at Consumers increased $30 million compared with 2011.  The increases were due primarily to the absence of a pension fund contribution and the impact of lower gas prices on inventory purchased in 2012, offset partially by lower cash collections resulting from the increase in accumulated credits applied to customer accounts in 2012.

61



Table of Contents

INVESTING ACTIVITIESInvesting Activities

 

Presented in the following table are specific components of net cash used in investing activities for the years ended December 31, 2013, 2012,2015, 2014, and 2011:2013:

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

Change

 

2012

 

2011

 

Change

 

2015

 

2014

 

Change 

 

2014

 

2013

 

Change

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

(1,325

)

$

(1,227

)

$

(98

)

$

(1,227

)

$

(882

)

$

(345

)

 

$

(1,564

)

$

(1,577

)

$

13

 

$

(1,577

)

$

(1,325

)

$

(252

)

Increase in EnerBank notes receivable

 

(139

)

(63

)

(76

)

(63

)

(100

)

37

 

Jackson plant acquisition

 

(154

)

-

 

(154

)

-

 

-

 

-

 

Change in EnerBank notes receivable

 

(279

)

(255

)

(24

)

(255

)

(139

)

(116

)

Proceeds from the sale of EnerBank notes receivable

 

48

 

-

 

48

 

-

 

-

 

-

 

DB SERP fund contribution

 

(25

)

-

 

(25

)

-

 

(16

)

16

 

Costs to retire property and other

 

(68

)

(60

)

(8

)

(60

)

(76

)

16

 

 

(70

)

(78

)

8

 

(78

)

(52

)

(26

)

Net cash used in investing activities

 

$

(1,532

)

$

(1,350

)

$

(182

)

$

(1,350

)

$

(1,058

)

$

(292

)

 

$

(2,044

)

$

(1,910

)

$

(134

)

$

(1,910

)

$

(1,532

)

$

(378

)

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

(1,320

)

$

(1,222

)

$

(98

)

$

(1,222

)

$

(876

)

$

(346

)

 

$

(1,537

)

$

(1,573

)

$

36

 

$

(1,573

)

$

(1,320

)

$

(253

)

Jackson plant acquisition

 

(154

)

-

 

(154

)

-

 

-

 

-

 

DB SERP fund contribution

 

(17

)

-

 

(17

)

-

 

(13

)

13

 

Costs to retire property and other

 

(67

)

(57

)

(10

)

(57

)

(75

)

18

 

 

(73

)

(80

)

7

 

(80

)

(54

)

(26

)

Net cash used in investing activities

 

$

(1,387

)

$

(1,279

)

$

(108

)

$

(1,279

)

$

(951

)

$

(328

)

 

$

(1,781

)

$

(1,653

)

$

(128

)

$

(1,653

)

$

(1,387

)

$

(266

)

 

For 2013,2015, net cash used in investing activities at CMS Energy increased $182$134 million compared with 2012,2014 and net cash used in investing activities at Consumers increased $108$128 million compared with 2012.2014. The increaseschanges were due primarily to the acquisition of the Jackson power plant.

For 2014, net cash used in investing activities at CMS Energy increased $378 million compared with 2013, and net cash used in investing activities at Consumers increased $266 million compared with 2013. The changes were due to increases in capital expenditures under Consumers’ capital investment program and, at CMS Energy, faster growth in EnerBank consumer lending.

For 2012, net cash used in investing activities at CMS Energy increased $292 million compared with 2011, and net cash used in investing activities at Consumers increased $328 million compared with 2011.  The increases were due primarily to increases in capital expenditures under Consumers’ capital investment program.  At CMS Energy, these increases were offset partially by slower growth in EnerBank consumer lending.

62



Table of Contents

FINANCINGACTIVITIESFinancing Activities

 

Presented in the following table are specific components of net cash provided by (used in) financing activities for the years ended December 31, 2013, 2012,2015, 2014, and 2011:2013:

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

Change

 

2012

 

2011

 

Change

 

2015

 

2014

 

Change

 

2014

 

2013

 

Change

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of FMBs, senior notes, and other debt

 

$

1,456

 

$

2,017

 

$

(561

)

$

2,017

 

$

725

 

$

1,292

 

Issuance of debt

 

$

599

 

$

1,428

 

$

(829

)

$

1,428

 

$

1,025

 

$

403

 

Net increase in EnerBank certificates of deposit

 

214

 

233

 

(19

)

233

 

125

 

108

 

Issuance of common stock

 

43

 

43

 

-

 

43

 

36

 

7

 

Retirement of debt

 

(1,047

)

(1,829

)

782

 

(1,829

)

(708

)

(1,121

)

 

(224

)

(750

)

526

 

(750

)

(741

)

(9

)

Issuance of common stock

 

36

 

30

 

6

 

30

 

29

 

1

 

Redemption of preferred stock

 

(7

)

-

 

(7

)

-

 

-

 

-

 

Payments of common and preferred stock dividends

 

(273

)

(252

)

(21

)

(252

)

(211

)

(41

)

Payments of dividends on common and preferred stock

 

(322

)

(295

)

(27

)

(295

)

(273

)

(22

)

Change in notes payable

 

189

 

(110

)

299

 

(110

)

60

 

(170

)

Other financing activities

 

(36

)

(51

)

15

 

(51

)

(42

)

(9

)

Net cash provided by financing activities

 

$

463

 

$

498

 

$

(35

)

$

498

 

$

190

 

$

308

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of debt

 

$

250

 

$

878

 

$

(628

)

$

878

 

$

750

 

$

128

 

Stockholder contribution from CMS Energy, net

 

150

 

317

 

(167

)

317

 

150

 

167

 

Payments of dividends on common and preferred stock

 

(476

)

(459

)

(17

)

(459

)

(408

)

(51

)

Retirement of debt

 

(124

)

(220

)

96

 

(220

)

(466

)

246

 

Change in notes payable

 

189

 

(110

)

299

 

(110

)

60

 

(170

)

Other financing activities

 

25

 

75

 

(50

)

75

 

(34

)

109

 

 

(23

)

(38

)

15

 

(38

)

(37

)

(1

)

Net cash provided by (used in) financing activities

 

$

190

 

$

41

 

$

149

 

$

41

 

$

(199

)

$

240

 

 

$

(34

)

$

368

 

$

(402

)

$

368

 

$

49

 

$

319

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of FMBs

 

$

750

 

$

1,075

 

$

(325

)

$

1,075

 

$

-

 

$

1,075

 

Retirement of debt

 

(466

)

(1,064

)

598

 

(1,064

)

(80

)

(984

)

Payment of common and preferred stock dividends

 

(408

)

(395

)

(13

)

(395

)

(376

)

(19

)

Redemption of preferred stock

 

(7

)

-

 

(7

)

-

 

-

 

-

 

Stockholder contribution from CMS Energy

 

150

 

150

 

-

 

150

 

125

 

25

 

Other financing activities

 

30

 

80

 

(50

)

80

 

(27

)

107

 

Net cash provided by (used in) financing activities

 

$

49

 

$

(154

)

$

203

 

$

(154

)

$

(358

)

$

204

 

 

For 2013,2015, net cash provided by financing activities at CMS Energy decreased $35 million compared with 2014 and net cash used in financing activities at Consumers increased $402 million compared with 2014. These changes were due primarily to a decrease in debt issuances, offset partially by a decrease in debt retirements and by lower repayments under Consumers’ commercial paper program. Lower stockholder contributions from CMS Energy also contributed to the increase in net cash used in financing activities in 2015 at Consumers.

For 2014, net cash provided by financing activities at CMS Energy increased $149$308 million compared with 20122013 and net cash provided by financing activities at Consumers increased $203$319 million compared with 2012.   These increases2013. At CMS Energy and Consumers, the changes were due primarily to an increase in net debt issuances, offset partially by an increase in common stock dividends and a decrease in proceeds fromhigher repayments under Consumers’ revolving accounts receivable sales program. At Consumers, the change was also due to increased stockholder contributions by CMS Energy, offset partially by increases in Consumers’ dividend payments to CMS Energy.

 

For 2012, net cash provided by financing activities at CMS Energy increased $240 million compared with 2011 and net cash used in financing activities at Consumers decreased by $204 million compared with 2011.  These changes were due primarily to proceeds from Consumers’ revolving accounts receivable sales program and an increase in net debt issuances to fund Consumers’ capital investment program.

CAPITAL RESOURCES AND LIQUIDITY

 

CMS Energy uses dividends and tax-sharing payments from its subsidiaries and external financing and capital transactions to invest in its utility and non-utility businesses, retire debt, pay dividends, and fund its other obligations. The ability of CMS Energy’s subsidiaries, including Consumers, to pay dividends to CMS Energy depends upon each subsidiary’s revenues, earnings, cash needs, and other factors. In addition, Consumers’ ability to pay dividends is restricted by certain terms included in its debt covenants and articles of incorporation, and potentially by FERC requirements and provisions under the Federal Power Act and the Natural Gas Act and FERC requirements.Act. For additional details on Consumers’ dividend restrictions, see

Note 4,5, Financings and Capitalization – Capitalization—Dividend Restrictions. For the year ended December 31, 2013,2015, Consumers paid $406$474 million in dividends on its common stock dividends to CMS Energy.

 

As a result of federal tax legislation passed in December 2015 that extends bonus depreciation, CMS Energy hasexpects to be able to extend the use of federal net operating loss carryforwards by two years and, accordingly, defer its federal income tax payments through 2019. As a consequence, however, CMS Energy expects to receive lower tax-sharing payments from Consumers during that period. This may require CMS Energy to maintain higher levels of debt in order to invest in its businesses, pay dividends, and fund its general obligations. Despite this, CMS Energy does not anticipate a need for a block equity offering.

In April 2015, CMS Energy entered into twoan updated continuous equity offering programs permitting it toprogram. Under this program, CMS Energy may sell, from time to time throughin “at the market” offerings, common stock having an aggregate sales price of up to

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$50 million per program.  Under the first program, entered into in 2011, $100 million. In 2015, CMS Energy issued common stock under the program and received net proceeds of $20 million in March 2013 and $15 million in each of 2012 and 2011.  In April 2013, CMS Energy entered into the second continuous equity offering program, but has not yet issued any equity under this program.$30 million.

 

Consumers uses cash flows generated from operations and external financing transactions, as well as stockholder contributions from CMS Energy, to fund capital expenditures, retire debt, pay dividends, contribute to its employee benefit plans, and fund its other obligations. As a result of accelerated pension funding in recent years and several initiatives to reduce costs, Consumers anticipates improvedcontinued strong cash flows generated from operationsoperating activities in 2014.2016.

 

Consumers also expects to issue Securitization bonds in 2014, subject to market conditions.  The MPSC, in a December 2013 order, authorized Consumers to proceed, at its sole discretion, with the sale of up to $389 million in highly rated, low-cost Securitization bonds to finance the recovery of the remaining book value of ten electric generating units that Consumers plans to retire by April 2016, if the Securitization transaction is successful.

CMS Energy’s and Consumers’ accessAccess to the financial and capital markets depends on theirCMS Energy’s and Consumers’ credit ratings and on market conditions. As evidenced by past financing transactions, CMS Energy and Consumers have had ready access to these markets and, barringmarkets. Barring major market dislocations or disruptions, theyCMS Energy and Consumers expect to continue to have such access.ready access to the financial and capital markets. If access to these markets were to diminish or otherwise become restricted, however, CMS Energy and Consumers would implement contingency plans to address debt maturities, which could include reduced capital spending.

At December 31, 2015, CMS Energy had $549 million of its secured revolving credit facility available, and Consumers had the following secured revolving credit facilities available at December 31, 2013:

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

Amount of

 

Amount

 

Letters of Credit

 

Amount

 

 

 

 

 

Facility

 

Borrowed

 

Outstanding

 

Available

 

Expiration Date

 

CMS Energy

 

 

 

 

 

 

 

 

 

 

 

Revolving credit facility1

 

$   550

 

$    -

 

$     2

 

$   548

 

December 2018

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

Revolving credit facility2

 

$   650

 

$    -

 

$     -

 

$   650

 

December 2018

 

Revolving credit facility2

 

30

 

-

 

30

 

-

 

September 2014

 

1 Obligations under this facility are secured by Consumers common stock.

2 Obligations under this facility are secured by FMBs of Consumers.

$891 million available. CMS Energy and Consumers use these credit facilities for general working capital purposes and to issue letters of credit. An additional source of liquidity is Consumers’ revolving accounts receivable salescommercial paper program, which allows itConsumers to transferissue, in one or more placements, up to $250$500 million in the aggregate in commercial paper notes with maturities of eligible accounts receivable as a secured borrowing.up to 365 days and that bear interest at fixed or floating rates. These issuances are supported by one of Consumers’ revolving credit facilities. While the amount of outstanding commercial paper does not reduce the revolving credit facility’s available capacity, Consumers would not issue commercial paper in an amount exceeding the available facility capacity. At December 31, 2013, $1702015, $249 million of accounts receivable had been transferred and an additional $80 millioncommercial paper notes were eligible for transferoutstanding under this program. For additional details on CMS Energy’s and Consumers’ secured revolving credit facilities and commercial paper program, see Note 5, Financings and Capitalization.

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Certain of CMS Energy’s and Consumers’ credit agreements, debt indentures, and other facilities contain covenants that require CMS Energy and Consumers to maintain certain financial ratios, as defined therein. At December 31, 2013,2015, no events of default had occurred with respect to any financial covenants contained in CMS Energy’s and Consumers’ credit agreements, debt indentures, or other facilities. CMS Energy and Consumers were each in compliance with these covenants as of December 31, 2013,2015, as presented in the following table:

 

 

 

 

 

December 31, 20132015

 

Credit Agreement, Indenture, or Facility

 

Description

 

Limit

 

Actual

 

CMS Energy parent1

 

 

 

 

 

 

 

$550 million revolving credit agreement andDebt to EBITDA2

 

 

 

< 

$180 million term loan credit agreement

Debt to EBITDA

6.0 to 1.0

4.6 to 1.0

$180 million term loan credit agreement

Interest Coverage

2.0 to 1.0

 

4.5 to 1.0

 

Consumers

 

 

 

 

 

 

 

$650 million and $30 million revolving credit agreements,Debt to Capital3

 

 

 

$35 million and $68 million reimbursement agreements, and

$250 million revolving accounts receivable sales agreement

Debt to Capital

<

0.65 to 1.0

 

0.49 to 1.0

 

1                   In June 2015, CMS Energy replaced its $180 million term loan agreement with a new term loan agreement. Under the new agreement, CMS Energy is no longer required to calculate an interest coverage ratio.

2                   Applies to CMS Energy’s $550 million revolving and $180 million term loan credit agreements.

3                   Applies to Consumers’ $650 million, $250 million, and $30 million revolving credit agreements and $35 million and $68 million reimbursement agreements.

 

Components of CMS Energy’s and Consumers’ cash management plan include controlling operating expenses and capital expenditures and evaluating market conditions for financing and refinancing opportunities. CMS EnergyEnergy’s and Consumers believe that theirConsumers’ present level of cash and their expected cash flows from operating activities, together with their access to sources of liquidity, willare anticipated to be sufficient to fund theirthe companies’ contractual obligations for 20142016 and beyond.

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Contractual Obligations: Presented in the following table are CMS Energy’s and Consumers’ contractual obligations for each of the periods presented.obligations. The table excludes all amounts classified as current liabilities on CMS Energy’s and Consumers’ consolidated balance sheets, other than the current portion of long-term debt, capital leases, and financing obligation.

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

Payments Due

 

 

Payments Due

 

 

 

 

Less Than

 

One to

 

Three to

 

More Than

 

 

 

 

Less Than

 

One to

 

Three to

 

More Than

 

December 31, 2013

 

Total

 

One Year

 

Three Years

 

Five Years

 

Five Years

 

December 31, 2015

 

Total

 

One Year

 

Three Years

 

Five Years

 

Five Years

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

7,654

 

$

368

 

$

1,207

 

$

1,443

 

$

4,636

 

 

$

9,137

 

$

684

 

$

1,921

 

$

2,089

 

$

4,443

 

Interest payments on long-term debt

 

3,335

 

364

 

694

 

573

 

1,704

 

 

4,082

 

397

 

709

 

485

 

2,491

 

Capital leases and financing obligation

 

159

 

23

 

43

 

38

 

55

 

 

140

 

22

 

42

 

38

 

38

 

Interest payments on capital leases and financing obligation

 

64

 

10

 

17

 

15

 

22

 

 

57

 

9

 

18

 

15

 

15

 

Operating leases

 

164

 

26

 

45

 

37

 

56

 

 

104

 

20

 

35

 

20

 

29

 

Asset retirement obligations

 

1,215

 

11

 

37

 

36

 

1,131

 

 

1,420

 

42

 

68

 

53

 

1,257

 

Deferred investment tax credit

 

40

 

3

 

6

 

5

 

26

 

 

56

 

3

 

6

 

5

 

42

 

Environmental liabilities

 

198

 

14

 

34

 

36

 

114

 

 

203

 

20

 

40

 

42

 

101

 

Purchase obligations1

 

12,068

 

1,879

 

2,015

 

2,007

 

6,167

 

Purchase obligations – related parties2

 

1,244

 

89

 

170

 

175

 

810

 

Purchase obligations

 

 

 

 

 

 

 

 

 

 

 

Total PPAs

 

9,947

 

999

 

1,996

 

1,998

 

4,954

 

Other2

 

2,200

 

904

 

831

 

174

 

291

 

Total contractual obligations

 

$

26,141

 

$

2,787

 

$

4,268

 

$

4,365

 

$

14,721

 

 

$

27,346

 

$

3,100

 

$

5,666

 

$

4,919

 

$

13,661

 

Consumers

��

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

4,625

 

$

43

 

$

449

 

$

848

 

$

3,285

 

 

$

5,409

 

$

198

 

$

898

 

$

1,302

 

$

3,011

 

Interest payments on long-term debt

 

2,259

 

225

 

441

 

370

 

1,223

 

 

2,788

 

248

 

446

 

315

 

1,779

 

Capital leases and financing obligation

 

159

 

23

 

43

 

38

 

55

 

 

140

 

22

 

42

 

38

 

38

 

Interest payments on capital leases and financing obligation

 

64

 

10

 

17

 

15

 

22

 

 

57

 

9

 

18

 

15

 

15

 

Operating leases

 

164

 

26

 

45

 

37

 

56

 

 

104

 

20

 

35

 

20

 

29

 

Asset retirement obligations

 

1,214

 

11

 

37

 

36

 

1,130

 

 

1,419

 

42

 

68

 

53

 

1,256

 

Deferred investment tax credit

 

40

 

3

 

6

 

5

 

26

 

 

56

 

3

 

6

 

5

 

42

 

Environmental liabilities

 

127

 

8

 

24

 

28

 

67

 

 

129

 

14

 

30

 

33

 

52

 

Purchase obligations1

 

11,838

 

1,803

 

1,960

 

1,953

 

6,122

 

Purchase obligations – related parties2

 

1,244

 

89

 

170

 

175

 

810

 

Purchase obligations

 

 

 

 

 

 

 

 

 

 

 

PPAs

 

 

 

 

 

 

 

 

 

 

 

MCV PPA

 

3,003

 

335

 

622

 

617

 

1,429

 

Palisades PPA

 

2,327

 

342

 

715

 

761

 

509

 

Related party PPAs1

 

977

 

82

 

164

 

172

 

559

 

Other PPAs

 

3,640

 

240

 

495

 

448

 

2,457

 

Total PPAs

 

9,947

 

999

 

1,996

 

1,998

 

4,954

 

Other2

 

1,908

 

870

 

775

 

117

 

146

 

Total contractual obligations

 

$

21,734

 

$

2,241

 

$

3,192

 

$

3,505

 

$

12,796

 

 

$

21,957

 

$

2,425

 

$

4,314

 

$

3,896

 

$

11,322

 

 

1                   Long-term PPAs from certain affiliates of CMS Enterprises.

2                   Long-term contracts for purchase of commodities and related services, and construction and service agreements. The commodities and related services include natural gas and associated transportation, electricity, and coal andwith associated transportation.

2 Long-term power purchase agreements from certain affiliates of CMS Enterprises.

 

CMS Energy and Consumers also have recognized non-current liabilities for which the timing of payments cannot be reasonably estimated. These items, which are excluded from the table above, include regulatory liabilities, deferred income taxes, workers compensation liabilities, accrued liabilities under renewable energy programs, and other liabilities. Retirement benefits are also excluded from the table above. For details related to benefit payments, see Note 11,12, Retirement Benefits.

Off-Balance-Sheet Arrangements: CMS Energy, Consumers, and certain of their subsidiaries also enter into various arrangements in the normal course of business to facilitate commercial transactions with third parties. These arrangements include indemnities, surety bonds, letters of credit, and financial and performance guarantees. Indemnities are usually agreements to reimburse a counterparty that may incur losses due to outside claims or breach of contract terms. The maximum payment that could be required under a number of these indemnity obligations is not estimable; the maximum obligation under

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indemnities for which such amounts were estimable was $471$143 million at December 31, 2013.2015. While CMS Energy and Consumers believe it is unlikely that they will incur any material losses related to indemnities they have not recorded as liabilities, they cannot predict the impact of these contingent obligations on their liquidity and financial condition. For additional details on these and other guarantee arrangements, see Note 3,4, Contingencies and Commitments – Commitments—Guarantees.

 

Capital Expenditures: Over the next five years, CMS Energy and Consumers expect to make substantial capital investments of about $7 billion.investments. CMS Energy and Consumers may revise their forecasts of capital expenditures periodically due to a number of factors, including environmental regulations, business opportunities, market volatility, economic trends, and the ability to access capital. Presented in the following table are CMS Energy’s and Consumers’ estimated capital expenditures, including lease commitments, for 20142016 through 2018:2020:

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

 

 

 

In Billions

 

 

2014

 

2015

 

2016

 

2017

 

2018

 

Total

 

 

2016

 

2017

 

2018

 

2019

 

2020

 

Total

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumers

 

$

1,650

 

$

1,500

 

$

1,450

 

$

1,250

 

$

1,250

 

$

7,100

 

 

$

1.7

 

$

1.7

 

$

1.6

 

$

1.7

 

$

1.7

 

$

8.4

 

Enterprises

 

12

 

12

 

11

 

11

 

11

 

57

 

 

-

 

-

 

-

 

0.1

 

0.1

 

0.2

 

Total CMS Energy

 

$

1,662

 

$

1,512

 

$

1,461

 

$

1,261

 

$

1,261

 

$

7,157

 

 

$

1.7

 

$

1.7

 

$

1.6

 

$

1.8

 

$

1.8

 

$

8.6

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric utility operations1,2

 

$

1,200

 

$

1,000

 

$

1,000

 

$

800

 

$

800

 

$

4,800

 

Gas utility operations2

 

450

 

500

 

450

 

450

 

450

 

2,300

 

Electric utility operations

 

$

1.1

 

$

1.0

 

$

0.9

 

$

1.0

 

$

1.0

 

$

5.0

 

Gas utility operations

 

0.6

 

0.7

 

0.7

 

0.7

 

0.7

 

3.4

 

Total Consumers

 

$

1,650

 

$

1,500

 

$

1,450

 

$

1,250

 

$

1,250

 

$

7,100

 

 

$

1.7

 

$

1.7

 

$

1.6

 

$

1.7

 

$

1.7

 

$

8.4

 

 

1 These amounts include estimates for capital expenditures that may be required by environmental laws, regulations, or potential consent decrees.

2 These amounts include estimates for capital expenditures related to information technology projects, facility improvements, and vehicle leasing.

OUTLOOK

 

Several business trends and uncertainties may affect CMS Energy’s and Consumers’ financial condition and results of operations. These trends and uncertainties could have a material impact on CMS Energy’s and Consumers’ consolidated income, cash flows, or financial position. For additional details regarding these and other uncertainties, see Forward-Looking Statements and Information; Item 1A. Risk Factors; and Note 3,4, Contingencies and Commitments.

 

CONSUMERSELECTRICUTILITYANDGASUTILITYBUSINESSOUTLOOKANDUNCERTAINTIESConsumers Electric Utility and Gas Utility Outlook and Uncertainties

 

Rate Matters:Energy Optimization Plan: Rate matters are critical to Consumers’ electric and gas utility businesses.  For additional details on rate matters, see Note 2, Regulatory Matters.

Future Rate Cases:  In order to minimize increases in customer base rates, Consumers has undertaken several initiatives to reduce costs through voluntary separation plans, accelerated pension funding, employee and retiree health-care cost sharing, negotiated labor agreements, information system efficiencies, and productivity improvement programs.  Consumers has also received approval from the MPSC for certain applications, including the accounting application described in the following paragraph, that will result in cost savings for customers.  These initiatives, together with Consumers’ plans to accelerate further cost reductions, should allowThe 2008 Energy Law requires Consumers to avoid increasinghave achieved cumulative reductions of 5.6 percent in customers’ electricity use and 3.9 percent in customers’ natural gas use by December 31, 2015. Consumers exceeded the requirements, with cumulative reductions of 6.8 percent in customers’ electricity use and 4.9 percent in customers’ natural gas use at December 31, 2015; the savings results will be certified at the end of the plan year by a third party. Consumers estimates that, through its gas and electric and gas base rates through 2014.  Consumers may reconsider this expectation shouldenergy optimization programs, its assumptions change regarding the economy or other matters.customers realized about $300 million in energy bill savings during 2015.

 

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Income Tax Benefits Accounting Order:  In August 2013, Consumers filed an application with the MPSC requesting approval to accelerate the flow-through to electric and gas customers of certain income tax benefits associated primarily with the cost of removal of plant placed in service before 1993.  Under the regulatory treatment thatcontinuing energy optimization plan, Consumers has been using, Consumers has estimated that it would take at least 50 yearsprovides its customers with incentives to flow through these income tax benefits to customers.  reduce usage by offering energy audits, rebates and discounts on purchases of highly efficient appliances, and other incentives and programs. In September 2013,December 2015, the MPSC approved Consumers’ application with modification, authorizing Consumers to return $211 million of income tax benefits over five years to electric customers and $264 million of income tax benefits over 12 years to gas customers.  The MPSC authorized Consumers to implement this regulatory treatment effective January 2014.  Consumers estimates that this new treatment will result in an annual benefit of $42 million to electric customers and $22 million to gas customers.2016-2017 energy optimization plan.

Smart Energy:  Consumers’ grid modernization effort continues. In 2012, Consumers began installing smart meters in Muskegon County, Michigan.  One of the functions of smartfor electric residential and small business customers. Smart meters is to allow customers to monitor and manage their energy usage, which Consumers expects will help reduce demand during critical peak times, resulting in lower peak electric capacity requirements. The installation ofIn addition, Consumers is able to disconnect and reconnect service, read, and bill from smart meters should also provide for both operational and customer benefits.  remotely. Consumers will continue to add further functionality to its smart meters.

As of December 31, 2013,2015, Consumers had upgraded 160,000823,000 electric residential and small business customers in western Michigan to smart meters. Consumers expects that it will have installed a total of 1.8 million smart meters throughout its service territory by the end of 2017. Of the customers scheduled for the upgrade, 0.60.5 percent have chosen not to participate in the smart meter program.

Also as of December 31, 2015, Consumers is able to read and bill from smart meters remotely; further functionality will continue to be added through mid-2015.  Consumers expects to havehad installed 385,000 smart meters throughout western Michigan by the end of 2014.  Consumers also plans to install49,000 communication modules on gas meters in areas where Consumers provides both electricity and natural gas to customers. The communication modules allow Consumers to read and bill from gas meters remotely. Consumers expects that it will have installed a total of 600,000 communication modules on gas meters throughout its service territory by the end of 2017.

Consumers Electric Utility Outlook and Uncertainties

 

CONSUMERSELECTRICUTILITYBUSINESSOUTLOOKANDUNCERTAINTIES

BalancedClean Energy Initiative:Plan: Consumers continues to experience increasing demand for electricity due to Michigan’s recovering economy and increased use of air conditioning, consumer electronics, and other electric devices, offset partially by the predicted effects of energy efficiency and conservation. In July 2012, customers set a peak demand record of 9,006 MW.

Subject to a successful Securitization transaction, as discussed below, Consumers plans to retire seven smaller coal-fueled electric generating units and three smaller gas-fueled electric generating units by April 2016.  Consumers had previously announced plans to mothball the seven coal-fueled units effective April 2016 and had received approval from MISO to do so.  The three gas-fueled units were mothballed in April 2009.  For additional details on the Securitization financing order, see Note 2, Regulatory Matters.

With the planned retirement of these units and the potential tightening of the MISO capacity market, Consumers could experience a shortfall in generation capacity of up to 1,500 MW in 2016.  In order to address future capacity requirements and growing electric demand in Michigan, Consumers updated its balanced energy initiative,has a comprehensive clean energy resource plan designed to meet the short-term and long-term electricity needs of its customers through:

 

·                 energy efficiency;efficiency

·                 demand management;management

·                 expanded use of renewable energy;energy

·                 construction or purchase of electric generating units; andunits

·                 continued operation or upgrade of existing units.units

·purchases of short-term market capacity

 

In December 2013,2015, Consumers signed an agreement tocompleted the purchase of a 540-MW natural gas-fueled electric generating plant located in Jackson, Michigan for $155 million from AlphaGen Power LLC and DPC Juniper, LLC, affiliates of JPMorgan Chase & Co. For additional details on the purchase, see Note 9, Plant, Property, and Equipment. With the purchase of this plant, upgrades at Ludington, energy efficiency programs, and demand management programs, Consumers expects its existing resources to closebe adequate to meet the purchase, which is subjectcapacity requirements of its full-service customers for 2016 through 2020, even with the planned retirement of seven coal-fueled electric generating units by April 2016. As demand forecasts become more certain, Consumers may take additional actions to MPSC,cover any remaining capacity requirements, including participation in the annual MISO planning resource auction.

 

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FERC, and other approvals, by January 2016.  In January 2014, as a result of this planned purchase, Consumers announced plans to deferdeferred the development of itsa proposed 700-MW natural gas-fueled electric generating plant at its Thetford complex in Genesee County, Michigan, which Consumers estimated would have cost $700 million. The MDEQ granted an extension of the project’s air permit in January 2015. The permit will be void if Consumers does not start construction or obtain a further extension before July 2016.

 

Electric Rate Matters:  In August and September 2013, Consumers filed two applications with the MPSC to propose alternative methods to recover its investment in the seven smaller coal-fueled electric generating units and three smaller gas-fueled electric generating units discussed above.

In the first of these applications, filed in August 2013, Consumers requested MPSC advanced approval to use standard utility plant retirement accounting in the event of early retirement of these ten units.  Specifically, Consumers requested the MPSC to provide assurance that the full amount of the undepreciated investment, demolition costs, and cost of removal, including a return on the assets, would, upon their early retirement, be recovered through retail electric base rates.

The second application, which Consumers filed in September 2013, requested approval to issue up to $454 million in Securitization bonds through a newly formed subsidiary.  Under Michigan law, electric utilities are permitted to use highly rated, low-cost Securitization bonds to finance the recovery of qualified costs.  The qualified costs that Consumers requested approval to securitize were principally the remaining book value and projected demolition costs of the ten units described above.

The MPSC approved, with modification, Consumers’ Securitization application in December 2013 and issued a Securitization financing order that authorizes Consumers to proceed, at its sole discretion, with the sale of up to $389 million in Securitization bonds to finance the recovery of the remaining book value of the ten units described above.  Consumers expects to proceed with the Securitization financing and issue Securitization bonds in 2014, subject to market conditions.  Upon issuance of the Securitization bonds, Consumers will adjust its retail electric base rates to exclude the revenue requirement associated with the securitized costs.  Consumers will then collect a surcharge to pay the principal and interest on the Securitization bonds, as well as all related costs.  Consumers estimates that employing this recovery mechanism in place of existing ratemaking treatment will provide initial annual cost savings to full-service customers of $15 million.

As a result of the MPSC’s issuance of the Securitization financing order, Consumers has taken action to suspend and extend indefinitely the schedule in the case related to the application Consumers filed in August 2013 requesting MPSC advanced approval to use standard utility plant retirement accounting in the event of early retirement of these ten units.

Pending Power Supply Cost Recovery Plan:  Consumers submitted its 2014 PSCR plan to the MPSC in September 2013, and in accordance with its proposed plan, self-implemented the 2014 PSCR charge beginning in January 2014.

For additional details on rate matters, see Note 2, Regulatory Matters.

Renewable Energy Plan: Consumers’ renewable energy plan details how Consumers expects to meet REC and capacity standards prescribed by the 2008 Energy Law. This law requires Consumers to usesubmit RECs, which represent proof that the associated electricity was generated from a renewable energy resource, to achieve certain renewable energy targets through at least 2015.  The targets increase annually, with a goal of using RECs in an amount equal to at least ten percent of Consumers’ electric sales volume (estimated to be 3.3 million RECs annually) in 2015 and each year thereafter.year. Under its renewable energy plan, Consumers expects to meet its

renewable energy requirement each year with a combination of newly generated RECs and previously generated RECs carried over from prior years.

 

The 2008 Energy Law also requiresrequired Consumers to obtain 500 MW of new capacity from renewable energy resources by the end of 2015, either through generation resources owned by Consumers or through

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agreements to purchase capacity from other parties. ThroughConsumers met its renewable capacity requirement in December 2013, Consumers has contracted for the2014, one year earlier than required, through construction of its Lake Winds® and Cross Winds® Energy Parks, with a combined nameplate capacity of 212 MW, and through agreements to purchase of 302298 MW of nameplate capacity from renewable energy supplierssuppliers. Additionally, in September 2015, Consumers signed a 15-year agreement to purchase renewable capacity, energy, and owns 100RECs from a 100-MW wind park to be constructed in Huron County, Michigan. The wind park is expected to be operational in late 2016. Consumers has also begun to construct two community solar projects that will provide a combined four MW of nameplate capacity at its Lake Winds® Energy Park.capacity.

 

Consumers expects to meet the balance of the renewable capacity requirement through the completion of its Cross Winds® Energy Park a 105-MW wind park in Tuscola County, Michigan.  Consumers began construction of Cross Winds® Energy Park in October 2013 and expects to begin operations in late 2014.  Cross Winds® Energy Park will qualifyqualifies for certain federal production tax credits that shouldwill reduce significantly the cost of meetingcomplying with the renewable requirements of the 2008 Energy Law. Consumers expects to qualify forreceive $100 million to $120 million of federal production tax credits, which will be based onrealized over the wind project’s production over its first ten years of the wind project’s operation. These cost savings will be passed on to customers.

 

Energy Optimization Plan:  The 2008 Energy Law requires Consumers to achieve energy savings equivalent to annual sales reduction targets through at least 2015.  The targets increase annually, with the goal of achieving a six percent reduction in customers’ electricity use and a four percent reduction in customers’ natural gas use by December 31, 2015.  Under its energy optimization plan, Consumers provides its customers with incentives to reduce usage by offering energy audits, rebates and discounts on purchases of highly efficient appliances, and other incentives and programs.  Consumers estimates that, through its gas and electric energy optimization programs, its customers realized $211 million in energy savings during 2013.

Electric Customer Deliveries and Revenue: Consumers’ electric customer deliveries are largely dependent on Michigan’s economy, which has suffered from economic and financial instability in the automotive and real estate sectors in recent years.economy. Consumers believes that economic conditions in Michigan are improving and expects weather-adjusted electric deliveries to increase in 20142016 by 1.5 to 2.0 percent compared with 2013.2015.

 

Over the next five years, Consumers expectsplans conservatively for average electric delivery growth of about 0.5 to 1.0 percent annually. This increase reflects growth in electric demand, offset partially by the predicted effects of energy efficiency programs and appliance efficiency standards. Actual delivery levels will depend on:

 

·                 energy conservation measures and results of energy efficiency programs;programs

·                 weather fluctuations in weather; and

·                 MichiganMichigan’s economic conditions, including utilization, expansion, or contraction of manufacturing facilities, population trends, and housing activity.activity

 

Electric ROA: A Michigan statute enactedThe 2008 Energy Law allows electric customers in 2000 allows Consumers’ electric customersservice territory to buy electric generation service from Consumers or from alternative electric suppliers.  The 2008 Energy Law revised the statute by limiting alternative electric supplysuppliers in an aggregate amount up to ten percent of Consumers’ weather-adjusted retail sales offor the preceding calendar year. At December 31, 2013, Consumers’2015, electric deliveries under the ROA program were at the ten-percent limit and alternative electric suppliers were providing 787751 MW of electric generation service to ROA customers. Of Consumers’ 1.8 million electric customers, 310304 customers, or 0.02 percent, purchased electric generation service under the ROA program.  Consumers expects 2014 electric deliveries under

2016 Michigan Energy Legislation: In March 2015, Michigan’s governor outlined several key goals for the ROA programstate’s energy policy, with a focus on increasing the use of clean energy sources, reducing Michigan’s reliance on coal, deploying smart meters, investing in the power grid and pipeline system, eliminating energy waste, and ensuring affordable, reliable, and adaptable energy while protecting the environment. The governor also created the Michigan Agency for Energy, a single entity dedicated to be at a similar levelproviding all of state government the information and context needed to 2013.support Michigan’s energy priorities.

 

In December 2013, a bill was introduced toearly 2015, members of the Michigan Senate and House of Representatives that, if enacted, would reviseintroduced various bills addressing renewable energy and energy efficiency and proposing changes to the 2008 Energy Law by removingregulatory process, such as establishing an energy planning process to determine the ten-percent limitneed for new energy investment. The bills also propose a range of changes to ROA, including eliminating ROA, maintaining the existing ROA program but imposing conditions on a customer’s return to utility service, and allowing all of Consumers’ electric customers to take service from an alternative electric supplier.  Presently, the proportion of Consumers’ electric deliveries underraising the ROA program and on the ROA waiting list is 25 percent.  The bill also proposes to deregulate electric generation service in Michigan within two years.  No definitive action has been taken on this bill or on a similar bill introduced tolimit. Presently, the Michigan Senate in February 2013.  The Senate bill, if enacted, would revise the 2008 Energy Law and allow customers on the ROA programHouse of Representatives are considering two separate but similar

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waiting listlegislation to take service from alternative electric suppliers.  The Senate bill also proposes an increase in the cap of six percentage points per year from 2014 through 2016.

address energy policy. Consumers is unable to predict the outcomeform and timing of these legislative proposals. In addition, the Michigan legislature has conducted hearings on the subject of energy competition.  If the ROA limit were increased or if electric generation service in Michigan were deregulated, it could have a material adverse effect on Consumers’ financial results and operations.any final legislation.

 

Governor’s Energy Initiative:  In 2013, Michigan’s governor instituted a process to prepare a series of reports addressing energy efficiency, renewable energy, the electricity market and ROA, and other subjects.  The process was designed to help the governor and other lawmakers determine the state’s next steps regarding energy policies.  Following a series of public hearings, the chairman of the MPSC and Michigan’s Energy Office Director released four reports summarizing the information gathered.  In December 2013, the governor outlined several key goals for Michigan’s energy policy, including reducing the state’s reliance on coal, increasing the use of renewable energy and natural gas, and improving energy affordability and reliability while protecting the environment.

Electric Transmission:In 2011, FERC issued an order in a rulemaking proceeding concerning regional electric transmission planning and cost allocations.  Consumers and several other electric utilities filed a joint petition seeking clarification/rehearing of FERC’s order and opposing the allocation methodology.  In 2012, following FERC’s denial of their requests for clarification/rehearing, Consumers and several other electric utilities filed a petition for review of FERC’s order with the U.S. Court of Appeals for the D.C. Circuit.  In May 2013, Consumers, along with other electric utilities, filed briefs in this matter.

In a related matter, in 2010, MISO filed and FERC approved a tariff revision proposing a cost allocation methodology for a new category of transmission projects.  Under this tariff revision, the cost of these new transmission projects will be spread proportionally across the MISO energy market.  Consumers believes that Michigan customers will bear additional costs under MISO’s tariff without receiving comparable benefits from these projects.  In 2011, Consumers, along with the Michigan Attorney General, ABATE, DTE Electric, and other parties, filed a petition for review of FERC’s order with the U.S. Court of Appeals for the Seventh Circuit.  In June 2013, the Court of Appeals issued an opinion largely affirming FERC’s orders regarding the cost allocation methodology.  In October 2013, the Michigan Attorney General filed, and Consumers and other parties joined, a petition with the U.S. Supreme Court seeking review of the Court of Appeals’ opinion.  Regardless of the final outcome of these appeals, Consumers expects to continue to recover transmission expenses, including those associated with the MISO tariff revision, through the PSCR process.

In 2012, ReliabilityFirst Corporation informed Consumers that Consumers may not behave been properly registered to meet certain NERC electric reliability standards. Consumers has assessed its registration status, taking into consideration FERC’s December 2012 order on the definition of a bulk electric system, and became registered under NERC standards as a transmission owner, transmission planner, and transmission operator in August 2013 notified ReliabilityFirst Corporation that it is preparingOctober 2015. In addition, Consumers received approval from the MPSC and FERC to change its registration.  In lightreclassify $34 million of this order,net plant assets from distribution to transmission. Consumers expects to complete the reclassification in 2016. Consumers is reviewingpursuing FERC approval to begin earning transmission revenues under MISO’s transmission tariff.

In a separate matter, METC notified Consumers that the classification of its electric distributionreclassified assets need to be conveyed by Consumers to METC under FERC’s modified definitionthe terms of the bulk electric system.DTIA. Consumers disagrees with METC’s interpretation of the provisions of the DTIA.

 

Electric Rate Matters: Rate matters are critical to Consumers’ electric utility business. For additional details on rate matters, see Note 3, Regulatory Matters.

PSCR Plan: Consumers submitted its 2016 PSCR plan to the MPSC in September 2015 and, in accordance with its proposed plan, self-implemented the 2016 PSCR charge beginning in January 2016.

Electric Environmental Estimates:Outlook: Consumers’ operations are subject to various state and federal environmental laws and regulations. Consumers estimates that it will incur capital expenditures of $0.8$0.7 billion from 20142016 through 20182020 to continue to comply with the Clean Air Act, Clean Water Act, and numerous state and federal environmental regulations. Consumers expects to recover these costs in customer rates, but cannot guarantee this result. Consumers’ primary environmental compliance focus includes, but is not limited to, the following matters:

 

Air Quality: In 2011, the EPA released CSAPR, a final replacement rule for CAIR, which became effective in January 2015, requires Michigan and 27 other states to improve air quality by reducing power plant emissions that, according to

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EPA computer models, contribute to ground-level ozone and fine particle pollution in other downwind states. In 2012, the U.S. Court of Appeals for the D.C. Circuit voided CSAPR and held that CAIR would remain in place untilDecember 2015, the EPA promulgated aproposed new rule.  This matter was appealedozone-season standards for CSAPR, which would begin in 2017. Consumers expects its emissions to be within the U.S. Supreme Court and a decision is expected in 2014.CSAPR allowance allocations.

 

In 2012, the EPA published its final MACT emission standards for electric generating units, based on Section 112 of the Clean Air Act, calling the final rule MATS. Under MATS, all of Consumers’ existing coal-fueled electric generating units are required to add additional controls for hazardous air pollutants. Compliance is required by April 2015, unless a one-year extension is granted by the MDEQ.  Consumers has received the extension for ten of its coal-fueled units and expects to meet the extended deadline of April 2016 for threefive coal-fueled units and two oil/gas-fueled units it intends to continue operating.  Subject to a successful Securitization transaction, Consumers expectsoperating and plans to retire theits seven remaining sevencoal-fueled units by the extended deadline. Consumers expects to meet the April 2015 deadline for its two other coal-fueled units.  MATS is presently being litigated, and in June 2015 the U.S. Supreme Court reversed and remanded the case back to the U.S. Court of Appeals for the D.C. Circuit. A decision is expectedNumerous states and industry parties filed motions to vacate the rule in 2014.its entirety, while other parties, including the EPA, sought to have the matter remanded back to the EPA to cure any deficiencies while keeping the rule in effect. In December 2015, the D.C. Circuit remanded MATS back to the EPA without vacating the entire rule. These decisions do not presently impact Consumers’ MATS compliance strategy. In addition, Consumers must still comply with the Michigan Mercury Rule and with its settlement agreement with the EPA entered into in November 2014 concerning opacity and NSR.

 

In 2012,October 2015, the EPA finalized areleased its new rule that strengthensto lower the air quality standardNAAQS for fine particulate matter.  Consumers expects short-term impactsozone. The new ozone NAAQS will make it more difficult to construct or modify power plants in many areas of the country, including some parts of Michigan, if the areas are designated to be limited, butin nonattainment of the new standard. Consumers is evaluating this new standard could give riserule to air quality concerns in states downwind of Michigan and put pressuredetermine what, if any, effect it will have on Michigan and other Midwestern states to reduce emissions further.  Given its present strategy for CAIR and MATS compliance, however, Consumers will already be achieving significant reductions in emissions that contribute to the formation of fine particulate matter.electric generating units.

Presently, Consumers’ strategy to comply with air quality regulations, including CAIRCSAPR, NAAQS, and MATS, involves the installation of emission control equipment at some facilities and the suspension of operations at others; however, Consumers continues to evaluate these rules in conjunction with other EPA rulemakings, litigation, and congressional action. This evaluation could result in:

 

·                 changes in environmental compliance costs related to Consumers’ coal-fueled power plants;units

·                 a change in the fuel mix at coal-fueled and oil-fueled power plants;units

·                 changes in how certain plantsunits are used; andused

·                 the retirement, mothballing, or repowering with an alternative fuel of some of Consumers’ generating units.units

The MDEQ renewed and issued the Renewable Operating Permit for B.C. Cobb in August 2011 and for J.H. Campbell in July 2013 after an extensive review and a public comment period.  The Sierra Club and the Natural Resources Defense Council filed separate petitions with the EPA to object to the MDEQ’s issuance of the state Renewable Operating Permit for both of these facilities, alleging that the facilities are not in compliance with certain provisions of the Clean Air Act, including NSR and Title V.  Consumers has responded to these allegations.  The EPA could either deny the petition outright or grant the petition and remand the matter to the MDEQ for further action.  The Sierra Club or the Natural Resources Defense Council could also file suit in federal district court seeking EPA action on the petition.  Consumers is unable to predict the outcome of these actions.

 

Greenhouse Gases: In the recent past, thereThere have been numerous legislative and regulatory initiatives at the state, regional, national, and nationalinternational levels that involve the potential regulation of greenhouse gases. Consumers continues to monitor and comment on these initiatives and to follow litigation involving greenhouse gases. Consumers believes Congress may eventually pass greenhouse gas legislation, but is unable to predict the form and timing of any final legislation.

 

In January 2014,August 2015, the EPA published proposedfinalized new rules pursuant to Section 111111(b) of the Clean Air Act to limit carbon dioxide emissions from new gas-fueled electric generating units. New coal-fueled units wouldwill not be able to meet this limit without installing carbon dioxide control equipment using such methods as carbon capture and sequestration. The proposed rules for new sources are expected to be finalizedAlso in 2014.  President Obama has also directedAugust 2015, the EPA finalized new rules pursuant to address existing,Section 111(b) of the Clean Air Act to limit carbon dioxide emissions from modified andor reconstructed fossil-electric generating units.

 

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TableIn October 2015, the EPA published final rules pursuant to Section 111(d) of Contents

fuel-fired steamthe Clean Air Act to limit carbon dioxide emissions from existing electric generating units, with proposed standards, regulations, or guidelines to be completedcalling the rules the “Clean Power Plan.” The rules will require a 32 percent nationwide reduction in carbon emissions from existing power plants by June 1, 2014, and final standards, regulations, or guidelines to be completed by June 1, 2015.  Subsequent2030 (based on 2005 levels). Initial state implementation plans are due by June 30, 2016.  September 2016, but extensions are available until 2018. States choosing not to develop their own implementation plans will be subject to the federal plan.

Certain states, corporations, and industry groups have initiated litigation opposing the proposed Clean Power Plan. While Michigan’s Attorney General has joined the litigation, the governor has indicated that Michigan plans to file a state carbon implementation plan while litigation proceeds.

In December 2015, a group of 195 countries finalized the Paris Agreement, which governs carbon dioxide reduction measures beginning in 2020. As part of this agreement, the United States pledged a 26 percent reduction in greenhouse-gas-emissions by 2025 (with aspirations to achieve a 28 percent reduction) compared with 2005 levels. These targets are in line with the Clean Power Plan targets. While these emission reduction commitments are non-binding, they will be governed by the Clean Power Plan.

Consumers believes that its balancedclean energy initiative,plan, its present carbon reduction target, and its emphasis on supply diversity will position it favorably to deal with the impact of carbon regulation, butregulation. Consumers cannot, however, predict the nature or outcome of these proposals.EPA rules in court, or of Michigan’s implementation plan, which may not be submitted for EPA review and approval until 2018. Consumers will continue to monitor regulatory activity regarding greenhouse gas emissions standards that may affect electric generating units.

 

Litigation, as well as federal laws, EPA regulations regarding greenhouse gases, or similar treaties, state laws, or rules, if enacted or ratified, could require Consumers to replace equipment, install additional emission control equipment, purchase emission allowances, curtail operations, arrange for alternative sources of supply, or take other steps to manage or lower the emission of greenhouse gases. Although associated capital or operating costs relating to greenhouse gas regulation or legislation could be material and cost recovery cannot be assured, Consumers expects to recover these costs and capital expenditures in rates consistent with the recovery of other reasonable costs of complying with environmental laws and regulations.

In 2013, carbon dioxide emissions from fossil-fuel-fired power plants owned by Consumers, excluding the portion of J.H. Campbell Unit 3 that is owned by others, were 17 million metric tons.  During the same period, coal-fueled plants owned by the enterprises segment emitted four million metric tons of carbon dioxide.

CCRs: In 2010,April 2015, the EPA proposed rulespublished a final rule regulating CCRs, such as coal ash, under the Resource Conservation and Recovery Act. Recent communications fromThe final rule adopts minimum standards for beneficially reusing and disposing of non-hazardous CCRs. The rule establishes new minimum requirements for site location, groundwater monitoring, flood protection, storm water design, fugitive dust control, and public disclosure of information. The rule also sets out conditions under which CCR units would be forced to cease receiving CCR and non-CCR waste and initiate closure based on the EPA stressinability to achieve minimum safety standards, meet a location standard, or meet minimum groundwater standards. For additional details regarding the need to coordinate CCR rulemaking guidelines for steam electric generating plants under the Clean Water Act.  A final CCR rule could be issued in 2014.  Michigan already regulates CCRs as low-hazard industrial waste.  The EPA proposed a range of alternatives for regulating CCRs, including regulation as either a non-hazardous waste or a hazardous waste.  If coal ash were regulated as a hazardous waste, Consumers would likely cease the beneficial reuseimpact of this product, which would result in a significant increase in the amount of coal ash requiring costly disposal.  Additionally, if the cost of upgrading existing coal ash disposal areas to meet hazardous waste landfill standards were to become economically prohibitive, existing coal ash disposal areas could close, requiringrule on Consumers, to find costly alternative arrangements for disposal.  see Note 4, Contingencies and Commitments—Consumers is unable to predict the impacts from this wide range of possible outcomes, but significant expenditures are likely.Electric Utility Contingencies—Electric Environmental Matters and Note 11, Asset Retirement Obligations.

 

Water:The EPA is expected to issue a finalEPA’s rule in early 2014 to regulate existing electric generating plant cooling water intake systems under Section 316(b) of the Clean Water Act became effective in October 2014. The rule is aimed at reducing alleged harmful impacts on fish and shellfish. Consumers also expectsdoes not expect adverse changes to its environmental strategy as a result of the final rule. In November 2015, the EPA to issuereleased its final regulations in 2014 that may require physical and/or chemical treatmenteffluent limitation guidelines, which set stringent new requirements for the discharge of wastewater dischargesarsenic, mercury, selenium, and nitrogen from electric generating plants.units into wastewater streams. Consumers will evaluate these ruleshas increased by $30 million its forecast of capital expenditures to comply with the final rule.

In June 2015, the EPA and their potential impactsthe U.S. Army Corps of Engineers published a final rule redefining “waters of the United States,” which designates the EPA’s jurisdiction under the Clean Water Act. Numerous states and other interested parties, including Michigan’s Attorney General, have filed suits in federal courts to block the rule, which was stayed in October 2015, and that litigation remains pending. Consumers does not expect any adverse changes to its environmental strategy as a result of the final rule.

Many of Consumers’ facilities maintain NPDES permits, which are valid for five years and vital to the facilities’ operations. Failure of the MDEQ to renew any NPDES permit, a successful appeal against a permit, or onerous terms contained in a permit could have a significant detrimental effect on Consumers’ electric generating plants once they are final.the operations of a facility.

 

PCBs:In 2010, the EPA issued an Advance Notice of Proposed Rulemaking, indicating that it is considering a variety of regulatory actions with respect to PCBs. One approach would aim to phase out equipment containing PCBs by 2025. Another approach would eliminate an exemption for small equipment containing PCBs. To comply with any such regulatory actions, Consumers could incur substantial costs associated with existing electrical equipment potentially containing PCBs. A proposed rule is expected in 2014.2016.

 

Other electric environmental matters could have a majormaterial impact on Consumers’ outlook. For additional details on other electric environmental matters, see Note 3,4, Contingencies and Commitments – Commitments—Consumers Electric Utility Contingencies, “ElectricContingencies—Electric Environmental Matters.

 

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Table of ContentsConsumers Gas Utility Outlook and Uncertainties

 

CONSUMERS GAS UTILITY BUSINESS OUTLOOK AND UNCERTAINTIES

Gas Deliveries: Consumers expects weather-adjusted gas deliveries in 2014 and over2016 to increase by 0.5 percent compared with 2015. Over the next five years, to remainConsumers plans conservatively for stable relative to 2013.deliveries. This outlook reflects modest growth in gas demand offset by the predicted effects of energy efficiency and conservation. Actual delivery levels from year to year may vary from this expectation due to:

 

·                 weather fluctuations in weather;

·                 use by power producers;producers

·                 availability and development of renewable energy sources;sources

·                 changes in gas prices;price changes

·                 Michigan economic conditions, including population trends and housing activity;activity

·                 the price of competing energy sources or fuels; andfuels

·                 energy efficiency and conservation impacts.impacts

 

Gas Transmission:  Rate Matters:In May 2013, the MPSC approved Rate matters are critical to Consumers’ application to build a 24-mile, 36-inch natural gas pipeline in St. Joseph and Branch Counties, Michigan, and Consumers began construction in October 2013.  Consumers expects that it will spend about $120 million for this project, and that the pipeline will be operational by the end of 2014.utility business. For additional details on rate matters, see Note 3, Regulatory Matters.

 

Gas Transportation:  In 2012, Trunkline filed a proposal with FERC to cease transporting natural gas through one of its two main transmission pipelines serving Michigan.  More than 60 percent of the natural gas supplied to Consumers’ gas customers is delivered by Trunkline’s two main transmission pipelines.  In August 2012, Consumers filed a motion with FERC to protest against the proposed abandonment on the grounds that it would negatively impact customers and that it could hamper the development of gas-fueled electric generation in Michigan.  In its motion, Consumers stated that if Trunkline’s proposal is granted, the abandonment could result in higher gas prices and reduced availability for Michigan gas customers.  Michigan’s governor, the MPSC, and various other parties also filed protests with FERC.  In November 2013, however, FERC issued an order granting the abandonment request.  Consumers filed a request for rehearing of FERC’s order in December 2013.  In January 2014, FERC issued an order indicating that it would take Consumers’ request for rehearing under advisement.

Gas Rate Case: In February 2013,July 2015, Consumers filed an application with the MPSC seeking an annual rate increase of $49$85 million, based on a 10.510.7 percent authorized return on equity. SubsequentThe largest component of the request is an annual revenue requirement of $64 million related to this filing, Consumers’ projection of non-fuel costs decreasednew investments that will allow Consumers to strengthen infrastructure and Consumers filed a petition with the MPSC to close the docket or, alternatively, to suspendimprove system capacity and extend indefinitely the schedule in this case.  In June 2013, the MPSC approved Consumers’ petition to suspend and extend indefinitely the schedule.  In November 2013, Consumers filed an application with the MPSC requesting to withdraw the case and close the docket.  The MPSC approved Consumers’ request and closed the docket in December 2013.deliverability.

 

The filing also seeks approval of two rate adjustment mechanisms: one that would reconcile annually Consumers’ actual weather-adjusted nonfuel revenues with the revenues approved by the MPSC, and another that would allow recovery of an additional $147 million associated with investments to be made from January 2017 through December 2019, subject to reconciliation. These future investments would help to ensure adequate system capacity and deliverability. In January 2016, Consumers self-implemented an annual rate increase of $60 million, subject to refund with interest.

Pending Gas Cost RecoveryGCR Plan: Consumers submitted its 2014-20152016-2017 GCR plan to the MPSC in December 2013,2015 and, in accordance with its proposed plan, expects to self-implement the 2014-20152016-2017 GCR charge beginning in April 2014.2016.

 

For additional details on rate matters, see Note 2, Regulatory Matters.

Gas Pipeline Safety:  In 2012, President Obama signed the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011.  The law reauthorizes existing federal pipeline safety programs of the Pipeline and Hazardous Materials Safety Administration through 2015 and it contains provisions mandating:

·an increase in the maximum fine for safety violations to $2 million;

·an increase in the number of pipeline inspectors;

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·a study regarding application of integrity management requirements outside of “high consequence areas”;

·a survey regarding existing plans for safe management and replacement of cast iron pipelines;

·prescribed notification and on-site incident response times;

·installation of automatic or remotely controlled shut-off valves on new or replaced pipelines where feasible;

·historical design and construction documentation to verify maximum allowable operating pressures; and

·establishment of new regulations for testing (pressure tests or equivalent methods) of previously untested pipelines in high-consequence areas.

Consumers continues to comply with laws and regulations governing natural gas pipeline safety.  These laws and regulations could cause Consumers to incur significant additional costs related to its natural gas pipeline safety programs.  Consumers expects that it would be able to recover the costs in rates, consistent with the recovery of other reasonable costs of complying with laws and regulations.

Gas Environmental Estimates:Outlook: Consumers expects to incur response activity costs at a number of sites, including 23 former MGP sites. For additional details, see Note 3,4, Contingencies and Commitments – Commitments—Consumers Gas Utility Contingencies, “GasContingencies—Gas Environmental Matters.

 

ENTERPRISESOUTLOOK AND UNCERTAINTIESEnterprises Outlook and Uncertainties

 

The primary focus with respect to CMS Energy’s remaining non-utility businesses is to optimize cash flow and maximize the value of their assets.generating assets, which represent 1,077 MW of capacity.

 

Trends, uncertainties, and other matters that could have a material impact on CMS Energy’s consolidated income, cash flows, or financial position include:

 

·                 indemnitychanges in energy and environmental remediation obligations at Bay Harbor;

·obligations related to a tax claim from the government of Equatorial Guinea;

·the outcome of certain legal proceedings;

·impacts of declines in electricitycapacity prices on the profitability of the enterprises segment’s generating units;

·representations, warranties, and indemnities provided by CMS Energy or its subsidiaries in connection with previous sales of assets;

·                 changes in commodity prices and interest rates on certain derivative contracts that do not qualify for hedge accounting and must be marked to market through earnings;earnings

·                 changes in various environmental laws, regulations, principles, or practices, or in their interpretation; andinterpretation

·                 economic conditionsthe outcome of certain legal proceedings

·indemnity and environmental remediation obligations at Bay Harbor

·obligations related to a tax claim from the government of Equatorial Guinea

·representations, warranties, and indemnities provided by CMS Energy in Michigan, including population trends and housing activity.connection with previous sales of assets

 

For additional details regarding the enterprises segment’s uncertainties, see Note 3,4, Contingencies and Commitments.

 

OTHER OUTLOOK AND UNCERTAINTIESOther Outlook and Uncertainties

 

EnerBank: EnerBank is a Utah state-chartered, FDIC-insured industrial bank providing unsecured consumer installment loans for financing home improvements. EnerBank represented twothree percent of CMS Energy’s net assets at December 31, 2013,2015, and fourfive percent of CMS Energy’s net income available to

common stockholders for the year ended December 31, 2013.2015. The carrying value of EnerBank’s loan portfolio was $683 million$1.2 billion at December 31, 2013.2015. Its loan portfolio was funded primarily by certificates of deposit liabilities of $652 million.$1.1 billion. The twelve-month rolling average net default rate on loans held by EnerBank has declined from 0.8 percentremained stable at December 31, 2012 to 0.6 percent at December 31, 2013.2015. CMS Energy is

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required both by law and by contract to provide financial support, including infusing additional capital, to ensure that EnerBank satisfies mandated capital requirements and has sufficient liquidity to operate. With its self-funding plan, EnerBank has exceeded these requirements historically and exceeded them as of December 31, 2013.2015.

 

Litigation: CMS Energy, Consumers, and certain of their subsidiaries are named as parties in various litigation matters, as well as in administrative proceedings before various courts and governmental agencies, arising in the ordinary course of business. For additional details regarding these and other legal matters, see Note 2,3, Regulatory Matters and Note 3,4, Contingencies and Commitments.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The following accounting policies and related information are important to an understanding of CMS Energy’s and Consumers’ results of operations and financial condition. For additional accounting policies, see Note 1, Significant Accounting Policies.

 

USE OF ESTIMATES AND ASSUMPTIONSUse of Estimates and Assumptions

 

In the preparation of CMS Energy’s and Consumers’ consolidated financial statements, estimates and assumptions are used that may affect reported amounts and disclosures. CMS Energy and Consumers use accounting estimates for asset valuations, unbilled revenue, depreciation, amortization, financial and derivative instruments, employee benefits, stock-based compensation, the effects of regulation, indemnities, and contingencies. Actual results may differ from estimated results due to changes in the regulatory environment, regulatory decisions, lawsuits, competition, and other factors. CMS Energy and Consumers consider all relevant factors in making these assessments.

 

Allowance for Uncollectible Accounts: CMS Energy and Consumers make ongoing estimates related to the collectibility of their accounts receivable and establish an allowance for uncollectible accounts based on historical losses, management’s assessment of existing economic conditions, customer trends, and other factors. Actual future losses from uncollectible accounts may differ from those estimated by CMS Energy and Consumers.

 

Asset Retirement Obligations: CMS Energy and Consumers are required to record the fair value of the cost to remove assets at the end of their useful lives if there is a legal obligation to remove them. CMS Energy and Consumers have legal obligations to remove some of their assets at the end of their useful lives. CMS Energy and Consumers calculate the fair value of ARO liabilities using an expected present-value technique that reflects assumptions about costs and inflation, and profit margin that third parties would requireuses a credit-adjusted risk-free rate to assumediscount the obligation.expected cash flows. CMS Energy’s ARO liabilities are primarily at Consumers. As a regulated entity, Consumers defers the effects of any changes in assumptions on the fair values of its ARO liabilities, adjusting the associated regulatory assets or liabilities rather than recognizing such effects in earnings. For additional details, see Note 10,11, Asset Retirement Obligations.

 

Contingencies: CMS Energy and Consumers make judgments regarding the future outcome of various matters that give rise to contingent liabilities. For such matters, they record liabilities when they are considered probable and reasonably estimable, based on all available information. In particular, CMS Energy and Consumers are participating in various environmental remediation projects for which they have recorded liabilities. The recorded amounts represent estimates that may take into account such considerations as the number of sites, the anticipated scope, cost, and timing of remediation work, the available technology, applicable regulations, and the requirements of governmental authorities. For remediation projects in which the timing of estimated expenditures is considered reliably determinable,

CMS Energy and Consumers record the liability at its net present value, using a discount rate equal to the interest rate on monetary assets that are essentially risk-free and have maturities comparable to that of the environmental liability. The amount recorded for any contingency may differ from actual costs incurred when the contingency is resolved. For additional details, see Note 3,4, Contingencies and Commitments.

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Fair Value Measurements: CMS Energy and Consumers have assets and liabilities that are accounted for or disclosed at fair value. Fair value measurements incorporate assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Development of these assumptions may require significant judgment. For a detailed discussion of the valuation techniques and inputs used to calculate fair value measurements, see Note 5,6, Fair Value Measurements. Details about the fair value measurements for the DB Pension Plan and OPEB Plan assets are included in Note 11,12, Retirement Benefits.

 

Income Taxes: The amount of income taxes paid by CMS Energy is subject to ongoing audits by federal, state, and foreign tax authorities, which can result in proposed assessments. An estimate of the potential outcome of any uncertain tax issue is highly judgmental. CMS Energy believes adequate reserves have been provided for these exposures; however, future results may include favorable or unfavorable adjustments to the estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, CMS Energy’s judgment as to the ability to recover its deferred tax assets may change. CMS Energy believes the valuation allowances related to its deferred tax assets are adequate, but future results may include favorable or unfavorable adjustments. As a result, CMS Energy’s effective tax rate may fluctuate significantly over time. For additional details, see Note 13,14, Income Taxes.

 

Long-Lived Assets and Equity Method Investments: CMS Energy and Consumers assess the recoverability of their long-lived assets and equity method investments by performing impairment tests if certain triggering events occur or if there has been a decline in value that may be other than temporary. CMS Energy and Consumers base their evaluations of impairment on such indicators as:

·the nature of the assets;

·projected future economic benefits;

·regulatory and political environments;

·historical and future cash flow and profitability measurements; and

·other external market conditions and factors.

The estimates that CMS Energy and Consumers use may change over time, which could have a material impact on their consolidated financial statements.

 

Unbilled Revenues:  CMS Energy’s and Consumers’ customers are billed monthly in cycles having billing dates that do not generally coincide with the end of a calendar month. This results in customers having received electricity or gas that they have not been billed for as of the month-end. Consumers estimates its unbilled revenues by applying an average billed rate to total unbilled deliveries for each customer class. Unbilled revenues, which are recorded as accounts receivable on CMS Energy’s and Consumers’ consolidated balance sheets, were $434$325 million at December 31, 20132015 and $403$459 million at December 31, 2012.2014.

 

ACCOUNTING FOR THE EFFECTS OF INDUSTRY REGULATIONAccounting for the Effects of Industry Regulation

 

Because Consumers has regulated operations, it uses regulatory accounting to recognize the effects of the regulators’ decisions on its financial statements. Consumers continually assesses whether future recovery of its regulatory assets is probable by considering communications and experience with its regulators and changes in the regulatory environment. If Consumers determined that recovery of a regulatory asset were not probable, Consumers would be required to write off the asset and immediately recognize the expense in earnings.

 

Alternative-Revenue Program: In 2009, the MPSC approved an energy optimization incentive mechanism that provides a financial incentive if the energy savings of Consumers’ customers exceed annual targets established by the MPSC. Consumers accounts for this program as an alternative-revenue program that meets the criteria for recognizing revenue related to the incentive as soon as energy savings

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exceed the annual targets established by the MPSC. Consumers recognized revenue under this program of $18 million in 2015, $17 million in 2014, and $22 million in 2013, $13 million in 2012, and $15 million in 2011.2013.

Revenue Subject to Refund: Unless prohibited by the MPSC upon a showing of good cause, Consumers is allowed to self-implement new energy rates six months after a new rate case filing; however, the rates that Consumers self-implements may be subject to refund, with interest. Consumers recognizes revenue associated with self-implemented rates. If Consumers considers it probable that it will be required to refund a portion of its self-implemented rates, it records a provision for revenue subject to refund. A final rate order could differ materially from Consumers’ estimates underlying its self-implemented rates, giving rise to accounting adjustments. Under accounting rules for prior period adjustments, CMS Energy and Consumers may need to record such differences, if they are specifically identifiable to prior interim periods, as revisions to those periods. At December 31, 2012, Consumers had a $2 million regulatory liability recorded, which represented a provision for revenue subject to refund associated with self-implemented gas rates.  Consumers refunded this amount during 2013.  At December 31, 2013,2015 and 2014, Consumers had no significant regulatory liabilityliabilities recorded related to self-implemented rates.

 

FINANCIAL AND DERIVATIVE INSTRUMENTS AND MARKET RISK INFORMATIONFinancial and Derivative Instruments and Market Risk Information

 

Financial Instruments: Debt and equity securities classified as available for sale are reported at fair value as determined from quoted market prices or other observable, market-based inputs. Unrealized gains and losses resulting from changes in fair value of these securities are reported, net of tax, in equity as part of AOCI, except that unrealized losses determined to be other than temporary are reported in earnings.

 

Derivative Instruments:CMS Energy and Consumers account for certain contracts as derivative instruments. If a contract is a derivative and does not qualify for the normal purchases and sales exception, it is recorded on the consolidated balance sheets at its fair value. Each quarter, the resulting asset or liability is adjusted to reflect any change in the fair value of the contract.

 

The criteria used to determine if an instrument qualifies for derivative accounting or for an exception from derivative accounting are complex and often require significant judgment in application. Changes in business strategies or market conditions, as well as a requirement to apply different interpretations of the derivative accounting literature, could result in significant changes in accounting for a single contract or groups of contracts, which could have a material impact on CMS Energy’s and Consumers’ financial statements. For additional details on CMS Energy’s and Consumers’ derivatives and how the fair values of derivatives are determined, see Note 5,6, Fair Value Measurements.

 

Market Risk Information: CMS Energy and Consumers are exposed to market risks including, but not limited to, changes in interest rates, commodity prices, and investment security prices. They may enter into various risk management contracts to mitigate exposure to these risks, including swaps, options, futures, and forward contracts. CMS Energy and Consumers enter into these contracts using established policies and procedures, under the direction of an executive oversight committee consisting of senior management representativescertain officers and a risk committee consisting of those and other officers and business unit managers.

 

The following risk sensitivities illustrate the potential loss in fair value, cash flows, or future earnings from financial instruments, assuming a hypothetical adverse change in market rates or prices of ten percent. Potential losses could exceed the amounts shown in the sensitivity analyses if changes in market rates or prices were to exceed ten percent.

 

Interest-Rate Risk: CMS Energy and Consumers are exposed to interest-rate risk resulting from issuing fixed-rate and variable-rate financing instruments. CMS Energy and Consumers use a combination of these instruments, and may also enter into interest-rate swap agreements, in order to manage this risk and to achieve a reasonable cost of capital.

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TablePresented in the following table is a sensitivity analysis of Contents

Interest-Rate Risk Sensitivity Analysisinterest-rate risk (assuming an adverse change in market interest rates of ten percent):

 

 

In Millions  

 

 

In Millions

 

December 31

 

2013

 

2012

 

 

2015

 

2014 

 

Fixed-rate financing - potential loss in fair value

 

 

 

 

 

Fixed-rate financing – potential loss in fair value

 

 

 

 

 

CMS Energy, including Consumers

 

$      187

 

$      127

 

 

$      263

 

$      247 

 

Consumers

 

129

 

84

 

 

161

 

151 

 

 

The fair value losses in the above table could be realized only if CMS Energy and Consumers transferred all of their fixed-rate financing to other creditors. The annual earnings exposure related to variable-rate financing was insignificant for both CMS Energy and Consumers at December 31, 20132015 and 2012,2014, assuming an adverse change in market interest rates of ten percent.

 

Investment Securities Price Risk: Through investments in equity securities, CMS Energy and Consumers are exposed to equity price fluctuations. The following table shows the potential effect of adverse changes in equity prices on CMS Energy’s and Consumers’ available-for-sale investments.

 

Investment Securities Price Risk Sensitivity AnalysisPresented in the following table is a sensitivity analysis of investment securities price risk (assuming an adverse change in market prices of ten percent):

 

 

In Millions

 

 

In Millions

 

December 31

 

2013

 

2012

 

 

2015

 

2014 

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

Potential reduction in fair value of available-for-sale securities

 

 

 

 

 

 

 

 

 

 

DB SERP

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$       14

 

$       13

 

 

$       15

 

$       13 

 

Consumers

 

 

 

 

 

 

 

 

 

 

Potential reduction in fair value of available-for-sale securities

 

 

 

 

 

 

 

 

 

 

DB SERP

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$       10

 

$       9

 

 

$       10

 

$         9 

 

CMS Energy common stock

 

3

 

3

 

 

3

 

 

 

Notes Receivable Risk: CMS Energy is exposed to interest-rate risk resulting from EnerBank’s fixed-rate installment loans. EnerBank provides these loans to homeowners to finance home improvements.

 

Notes Receivable Sensitivity AnalysisPresented in the following table is a sensitivity analysis of notes receivable (assuming an adverse change in market interest rates of ten percent):

 

 

In Millions

 

 

In Millions

 

December 31

 

2013

 

2012

��

 

2015

 

2014 

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

Potential reduction in fair value

 

 

 

 

 

 

 

 

 

 

Notes receivable

 

$       12

 

$       9

 

 

$     23

 

$     18 

 

 

The fair value losses in the above table could be realized only if EnerBank sold its loans to other parties. For additional details on financial instruments, see Note 6,7, Financial Instruments.

 

RETIREMENT BENEFITSPension and OPEB

 

Pension:CMS Energy and Consumers have external trust funds to provide retirement pension benefits to theircertain employees under a non-contributory defined benefit Pension Plan.  On September 1, 2005, the defined benefitDB Pension Plan, was closed to new participants and CMS Energy and Consumers

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implemented the qualified DCCP, which provides an employer contribution of six percent of base pay to the existing 401(k) plan.  An employee contribution is not required to receive the plan’s employer cash contribution.  All employees hired on or after September 1, 2005 participate in this plan as part of their retirement benefit program.  Previous cash balance Pension Plan participants also participate in the DCCP as of September 1, 2005.  Additional pay credits under the cash balance Pension Plan were discontinued as of that date.

401(k):  CMS Energy and Consumers provide an employer match in their 401(k) plan equal to 60 percent on eligible contributions up to the first six percent of an employee’s wages.

OPEB:  CMS Energy and Consumersthey provide postretirement health and life benefits under their OPEB Plan to qualifying retired employees.employees under an OPEB Plan.

CMS Energy and Consumers record liabilities for pension and OPEB on their consolidated balance sheets at the present value of the future obligations, net of any plan assets. The calculation of the liabilities and associated expenses requires the expertise of actuaries, and requires many assumptions, including:

 

·                 life expectancies;expectancies

·                 discount rates;rates

·                 expected long-term rate of return on plan assets;assets

·                 rate of compensation increases; andincreases

·                 expected health care costs.costs

 

A change in these assumptions could change significantly CMS Energy’s and Consumers’ recorded liabilities and associated expenses.

 

In January 2016, CMS Energy and Consumers changed the method in which they determine the discount rate used to calculate the service cost and interest expense components of net periodic benefit costs for the DB Pension and OPEB Plans. Historically, the discount rate used for this purpose represented a single weighted-average rate derived from the yield curve used to determine the benefit obligation. CMS Energy and Consumers have elected to use instead a full-yield-curve approach in the estimation of service cost and interest expense; this approach is more accurate in that it applies individual spot rates along the yield curve to future projected benefit payments based on the time of payment. CMS Energy and Consumers expect that this change will result in a decrease in the service cost and interest expense components of net periodic benefit costs for the DB Pension and OPEB Plans, with an offsetting impact to the actuarial gain or loss recorded in, and later amortized from, the associated regulatory asset and AOCI.

Presented in the following table are estimates of CMS Energy’s and Consumers’ pension cost,DB Pension Plan and OPEB cost,Plan costs (credits) through 2018. Neither CMS Energy nor Consumers plans to contribute to the DB Pension Plan or OPEB Plan through 2018. Actual future costs and cash contributions through 2016:will depend on future investment performance, discount rates, and various factors related to the DB Pension Plan and OPEB Plan participants.

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

Pension

 

OPEB

 

Pension

 

OPEB

 

 

 

Cost

 

Cost (Credit

)

Contribution

 

Contribution

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

2014

 

$     63

 

$     (51

)

$       -

 

$     75

 

2015

 

68

 

(44

)

-

 

25

 

2016

 

58

 

(45

)

-

 

-

 

Consumers

 

 

 

 

 

 

 

 

 

2014

 

$     62

 

$     (46

)

$       -

 

$     74

 

2015

 

66

 

(38

)

-

 

25

 

2016

 

56

 

(39

)

-

 

-

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

DB Pension

 

OPEB Plan

 

 

 

 

 

 

 

Plan Cost

 

Cost (Credit)

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

$       53

 

$     (41)

 

2017

 

 

 

 

 

53

 

(38)

 

2018

 

 

 

 

 

50

 

(40)

 

Consumers1

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

$       52

 

$     (36)

 

2017

 

 

 

 

 

52

 

(33)

 

2018

 

 

 

 

 

49

 

(35)

 

 

Contribution estimates include both required and discretionary contributions.  1Consumers’ pension and OPEB costs are recoverable through its general ratemaking process.  Actual future pension

As a result of the change in the method in which CMS Energy and Consumers determine the discount rate used to calculate the service cost and contributions will depend on future investment performance, changes in future discount rates,interest expense components of net periodic benefit costs, the estimate of DB Pension Plan costs decreased by $23 million for 2016, $21 million for 2017, and various other factors related to$19 million for 2018, and the populations participating in the Pension Plan.estimate of OPEB Plan costs decreased by $12 million for 2016, $11 million for 2017, and $10 million for 2018.

 

Lowering the expected long-term rate of return on the DB Pension Plan assets by 0.25 percentage point (from 7.507.25 percent to 7.257.00 percent) would increase estimated pensionDB Pension Plan cost for 20142016 by $4$5 million for both CMS Energy and Consumers. Lowering the PBO discount rate by 0.25 percentage

point (from 4.904.52 percent to 4.654.27 percent) would increase estimated pensionDB Pension Plan cost for 20142016 by $5 million for both CMS Energy and Consumers.

 

For additional details on postretirement benefits, see Note 11,12, Retirement Benefits.

 

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NEW ACCOUNTING STANDARDS

 

There are noFor details regarding new accounting standards issued but not yet effective, that are expected to have a material impact on CMS Energy’s or Consumers’ consolidated financial statements.see Note 2, New Accounting Standards.

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CMS Energy Corporation

Consolidated Statements of Income

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Operating Revenue

 

$   6,566

 

$   6,253

 

$   6,503

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

Fuel for electric generation

 

621

 

598

 

636

 

Purchased and interchange power

 

1,387

 

1,364

 

1,282

 

Purchased power – related parties

 

90

 

87

 

82

 

Cost of gas sold

 

1,228

 

1,150

 

1,512

 

Maintenance and other operating expenses

 

1,236

 

1,224

 

1,237

 

Depreciation and amortization

 

628

 

598

 

546

 

General taxes

 

234

 

229

 

205

 

Total operating expenses

 

5,424

 

5,250

 

5,500

 

 

 

 

 

 

 

 

 

Operating Income

 

1,142

 

1,003

 

1,003

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

Interest income

 

3

 

5

 

9

 

Allowance for equity funds used during construction

 

6

 

8

 

6

 

Income from equity method investees

 

13

 

17

 

9

 

Other income

 

10

 

11

 

16

 

Other expense

 

(20

)

(33

)

(22

)

Total other income

 

12

 

8

 

18

 

 

 

 

 

 

 

 

 

Interest Charges

 

 

 

 

 

 

 

Interest on long-term debt

 

385

 

372

 

396

 

Other interest expense

 

16

 

21

 

23

 

Allowance for borrowed funds used during construction

 

(3

)

(4

)

(4

)

Total interest charges

 

398

 

389

 

415

 

 

 

 

 

 

 

 

 

Income Before Income Taxes

 

756

 

622

 

606

 

Income Tax Expense

 

302

 

245

 

191

 

 

 

 

 

 

 

 

 

Income From Continuing Operations

 

454

 

377

 

415

 

Income From Discontinued Operations, Net of Tax of $-, $4, and $-

 

-

 

7

 

2

 

 

 

 

 

 

 

 

 

Net Income

 

454

 

384

 

417

 

Income Attributable to Noncontrolling Interests

 

2

 

2

 

2

 

 

 

 

 

 

 

 

 

Net Income Available to Common Stockholders

 

$      452

 

$      382

 

$      415

 

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In Millions

Years Ended December 31

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Net Income Attributable to Common Stockholders

 

 

 

 

 

 

 

Amounts attributable to continuing operations

 

       $

452

 

       $

375

 

       $

413

 

Amounts attributable to discontinued operations

 

-

 

7

 

2

 

Net income available to common stockholders

 

       $

452

 

       $

382

 

       $

415

 

 

 

 

 

 

 

 

 

Income Attributable to Noncontrolling Interests

 

 

 

 

 

 

 

Amounts attributable to continuing operations

 

       $

2

 

       $

2

 

       $

2

 

Amounts attributable to discontinued operations

 

-

 

-

 

-

 

Income attributable to noncontrolling interests

 

       $

2

 

       $

2

 

       $

2

 

 

 

 

 

 

 

 

 

Basic Earnings Per Average Common Share

 

 

 

 

 

 

 

Basic earnings from continuing operations

 

       $

1.71

 

       $

1.43

 

       $

1.65

 

Basic earnings from discontinued operations

 

-

 

0.03

 

0.01

 

Basic earnings attributable to common stock

 

       $

1.71

 

       $

1.46

 

       $

1.66

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Average Common Share

 

 

 

 

 

 

 

Diluted earnings from continuing operations

 

       $

1.66

 

       $

1.39

 

       $

1.57

 

Diluted earnings from discontinued operations

 

-

 

0.03

 

0.01

 

Diluted earnings attributable to common stock

 

       $

1.66

 

       $

1.42

 

       $

1.58

 

 

 

 

 

 

 

 

 

Dividends Declared Per Common Share

 

       $

1.02

 

       $

0.96

 

       $

0.84

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Operating Revenue

 

$

6,456

 

$

7,179

 

$

6,566

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

Fuel for electric generation

 

593

 

673

 

621

 

Purchased and interchange power

 

1,406

 

1,602

 

1,387

 

Purchased power – related parties

 

83

 

90

 

90

 

Cost of gas sold

 

961

 

1,493

 

1,228

 

Maintenance and other operating expenses

 

1,238

 

1,232

 

1,236

 

Depreciation and amortization

 

750

 

685

 

628

 

General taxes

 

262

 

252

 

234

 

Total operating expenses

 

5,293

 

6,027

 

5,424

 

 

 

 

 

 

 

 

 

Operating Income

 

1,163

 

1,152

 

1,142

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

Interest income

 

12

 

5

 

3

 

Allowance for equity funds used during construction

 

10

 

8

 

6

 

Income from equity method investees

 

14

 

15

 

13

 

Other income

 

10

 

11

 

10

 

Other expense

 

(17

)

(55

)

(20

)

Total other income (expense)

 

29

 

(16

)

12

 

 

 

 

 

 

 

 

 

Interest Charges

 

 

 

 

 

 

 

Interest on long-term debt

 

386

 

393

 

385

 

Other interest expense

 

14

 

17

 

16

 

Allowance for borrowed funds used during construction

 

(4

)

(3

)

(3

)

Total interest charges

 

396

 

407

 

398

 

 

 

 

 

 

 

 

 

Income Before Income Taxes

 

796

 

729

 

756

 

Income Tax Expense

 

271

 

250

 

302

 

 

 

 

 

 

 

 

 

Net Income

 

525

 

479

 

454

 

Income Attributable to Noncontrolling Interests

 

2

 

2

 

2

 

 

 

 

 

 

 

 

 

Net Income Available to Common Stockholders

 

$

523

 

$

477

 

$

452

 

 

 

 

 

 

 

 

 

Basic Earnings Per Average Common Share

 

$

1.90

 

$

1.76

 

$

1.71

 

Diluted Earnings Per Average Common Share

 

$

1.89

 

$

1.74

 

$

1.66

 

 

The accompanying notes are an integral part of these statements.

83



Table of Contents

CMS Energy Corporation

Consolidated Statements of Comprehensive Income

 

 

 

 

 

 

In Millions

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$   454

 

$   384

 

$   417

 

 

$

525

 

$

479

 

$

454

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement Benefits Liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gain (loss) arising during the period, net of tax (tax benefit) of $16, $(7), and $(7)

 

26

 

(10

)

(11

)

Prior service credit adjustment, net of tax of $3, $-, and $-

 

5

 

-

 

-

 

Amortization of net actuarial loss, net of tax of $3, $1, and $1

 

4

 

2

 

2

 

Net gain (loss) arising during the period, net of tax of $-, $(18), and $16

 

1

 

(29

)

26

 

Prior service credit adjustment, net of tax of $-, $-, and $3

 

-

 

-

 

5

 

Amortization of net actuarial loss, net of tax of $4, $1, and $3

 

5

 

3

 

4

 

Amortization of prior service credit, net of tax of $- for all periods

 

(1

)

(1

)

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on investments, net of tax (tax benefit) of $(1), $1, and $-

 

(2

)

2

 

-

 

Unrealized loss on investments, net of tax of $(1) for all periods

 

(3

)

(1

)

(2

)

 

 

 

 

 

 

 

Derivative Instruments

 

 

 

 

 

 

 

Reclassification adjustments included in net income, net of tax of $- for all periods

 

-

 

1

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss)

 

33

 

(6

)

(9

)

 

2

 

(27

)

33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income

 

487

 

378

 

408

 

 

527

 

452

 

487

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income Attributable to Noncontrolling Interests

 

2

 

2

 

2

 

 

2

 

2

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income Attributable to CMS Energy

 

$   485

 

$   376

 

$   406

 

 

$

525

 

$

450

 

$

485

 

 

The accompanying notes are an integral part of these statements.

84



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85



Table of Contents

CMS Energy Corporation

Consolidated Statements of Cash Flows

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net income

 

$

454

 

$

384

 

$

417

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

Depreciation and amortization

 

628

 

598

 

546

 

Deferred income taxes and investment tax credit

 

268

 

227

 

167

 

Postretirement benefits expense

 

144

 

187

 

161

 

Bad debt expense

 

67

 

57

 

74

 

Other non-cash operating activities

 

22

 

16

 

33

 

Postretirement benefits contributions

 

(229

)

(72

)

(323

)

Proceeds from government grant

 

69

 

-

 

-

 

Cash provided by (used in) changes in assets and liabilities

 

 

 

 

 

 

 

Accounts receivable, notes receivable, and accrued revenue

 

(120

)

(147

)

119

 

Inventories

 

202

 

104

 

(14

)

Accounts payable

 

6

 

(5

)

30

 

Accrued expenses

 

16

 

(38

)

(34

)

Other current and non-current assets and liabilities

 

(106

)

(70

)

(7

)

Net cash provided by operating activities

 

1,421

 

1,241

 

1,169

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Capital expenditures (excludes assets placed under capital lease)

 

(1,325

)

(1,227

)

(882

)

Cost to retire property

 

(56

)

(49

)

(54

)

Increase in EnerBank notes receivable

 

(139

)

(63

)

(100

)

Other investing activities

 

(12

)

(11

)

(22

)

Net cash used in investing activities

 

(1,532

)

(1,350

)

(1,058

)

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

1,025

 

1,650

 

375

 

Proceeds from EnerBank notes, net

 

125

 

65

 

98

 

Issuance of common stock

 

36

 

30

 

29

 

Retirement of long-term debt

 

(741

)

(1,527

)

(413

)

Payment of DOE liability

 

-

 

-

 

(43

)

Payment of common and preferred stock dividends

 

(273

)

(252

)

(211

)

Redemption of preferred stock

 

(7

)

-

 

-

 

Payment of capital lease obligations and other financing costs

 

(35

)

(35

)

(34

)

Increase in notes payable

 

60

 

110

 

-

 

Net cash provided by (used in) financing activities

 

190

 

41

 

(199

)

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents, Including Assets Held for Sale

 

79

 

(68

)

(88

)

Increase in Cash and Cash Equivalents included in Assets Held for Sale

 

-

 

-

 

2

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

 

79

 

(68

)

(86

)

Cash and Cash Equivalents, Beginning of Period

 

93

 

161

 

247

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, End of Period

 

$

172

 

$

93

 

$

161

 

86

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net income

 

$

525

 

$

479

 

$

454

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

Depreciation and amortization

 

750

 

685

 

628

 

Deferred income taxes and investment tax credit

 

247

 

227

 

268

 

Postretirement benefits expense

 

91

 

23

 

144

 

Bad debt expense

 

58

 

80

 

67

 

Other non-cash operating activities

 

9

 

17

 

22

 

Postretirement benefits contributions

 

(262

)

(32

)

(229

)

Proceeds from government grant

 

-

 

-

 

69

 

Cash provided by (used in) changes in assets and liabilities

 

 

 

 

 

 

 

Accounts receivable and accrued revenue

 

120

 

(31

)

(120

)

Inventories

 

147

 

(36

)

202

 

Accounts payable and accrued refunds

 

(26

)

50

 

4

 

Other current and non-current assets and liabilities

 

(19

)

(15

)

(88

)

Net cash provided by operating activities

 

1,640

 

1,447

 

1,421

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Capital expenditures (excludes assets placed under capital lease)

 

(1,564

)

(1,577

)

(1,325

)

Jackson plant acquisition

 

(154

)

-

 

-

 

Cost to retire property

 

(89

)

(75

)

(56

)

Increase in EnerBank notes receivable

 

(279

)

(255

)

(139

)

Proceeds from the sale of EnerBank notes receivable

 

48

 

-

 

-

 

Other investing activities

 

(6

)

(3

)

(12

)

Net cash used in investing activities

 

(2,044

)

(1,910

)

(1,532

)

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

599

 

1,428

 

1,025

 

Net increase in EnerBank certificates of deposit

 

214

 

233

 

125

 

Issuance of common stock

 

43

 

43

 

36

 

Retirement of long-term debt

 

(224

)

(750

)

(741

)

Payment of dividends on common and preferred stock

 

(322

)

(295

)

(273

)

Increase (decrease) in notes payable

 

189

 

(110

)

60

 

Payment of capital lease obligations and other financing costs

 

(36

)

(51

)

(42

)

Net cash provided by financing activities

 

463

 

498

 

190

 

 

 

 

 

 

 

 

 

Net Increase in Cash and Cash Equivalents

 

59

 

35

 

79

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, Beginning of Period

 

207

 

172

 

93

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, End of Period

 

$

266

 

$

207

 

$

172

 



Table of Contents

 

 

 

 

 

In Millions

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other cash flow activities and non-cash investing and financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid (net of amounts capitalized)

 

$

382

 

$

377

 

$

397

 

 

$

386

 

$

380

 

$

382

 

Income taxes paid

 

34

 

19

 

27

 

Income taxes paid, net

 

10

 

22

 

34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures not paid

 

176

 

110

 

92

 

 

201

 

201

 

176

 

Other assets placed under capital lease

 

6

 

9

 

4

 

 

17

 

7

 

6

 

 

The accompanying notes are an integral part of these statements.

87



Table of Contents

CMS Energy Corporation

Consolidated Balance Sheets

 

ASSETS

 

 

 

 

 

 

 

 

 

In Millions

 

December 31

 

2013

 

2012

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

172

 

$

93

 

Restricted cash and cash equivalents

 

32

 

29

 

Accounts receivable and accrued revenue, less allowances of $33 in 2013 and $32 in 2012

 

914

 

855

 

Notes receivable

 

63

 

41

 

Accounts receivable – related parties

 

10

 

10

 

Accrued power supply revenue

 

-

 

32

 

Inventories at average cost

 

 

 

 

 

Gas in underground storage

 

660

 

820

 

Materials and supplies

 

107

 

96

 

Generating plant fuel stock

 

114

 

168

 

Deferred income taxes

 

126

 

-

 

Deferred property taxes

 

202

 

190

 

Regulatory assets

 

40

 

35

 

Prepayments and other current assets

 

86

 

53

 

Total current assets

 

2,526

 

2,422

 

 

 

 

 

 

 

Plant, Property, and Equipment

 

 

 

 

 

Plant, property, and equipment, gross

 

16,184

 

15,592

 

Less accumulated depreciation and amortization

 

5,087

 

5,121

 

Plant, property, and equipment, net

 

11,097

 

10,471

 

Construction work in progress

 

1,149

 

1,080

 

Total plant, property, and equipment

 

12,246

 

11,551

 

 

 

 

 

 

 

Other Non-current Assets

 

 

 

 

 

Regulatory assets

 

1,530

 

2,287

 

Accounts and notes receivable, less allowances of $5 in 2013 and 2012

 

646

 

521

 

Investments

 

59

 

57

 

Other

 

409

 

293

 

Total other non-current assets

 

2,644

 

3,158

 

 

 

 

 

 

 

Total Assets

 

$

17,416

 

$

17,131

 

88

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

December 31

 

2015

 

2014

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

266

 

$

207

 

Restricted cash and cash equivalents

 

19

 

37

 

Accounts receivable and accrued revenue, less allowances of $28 in 2015 and $40 in 2014

 

774

 

881

 

Notes receivable, less allowances of $9 in 2015 and $8 in 2014

 

128

 

98

 

Notes receivable held for sale

 

16

 

41

 

Accounts receivable – related parties

 

11

 

11

 

Accrued gas revenue

 

-

 

27

 

Inventories at average cost

 

 

 

 

 

Gas in underground storage

 

568

 

681

 

Materials and supplies

 

126

 

117

 

Generating plant fuel stock

 

84

 

120

 

Deferred property taxes

 

235

 

216

 

Regulatory assets

 

16

 

89

 

Prepayments and other current assets

 

77

 

72

 

Total current assets

 

2,320

 

2,597

 

 

 

 

 

 

 

Plant, Property, and Equipment

 

 

 

 

 

Plant, property, and equipment, gross

 

18,943

 

17,721

 

Less accumulated depreciation and amortization

 

5,747

 

5,415

 

Plant, property, and equipment, net

 

13,196

 

12,306

 

Construction work in progress

 

1,509

 

1,106

 

Total plant, property, and equipment

 

14,705

 

13,412

 

 

 

 

 

 

 

Other Non-current Assets

 

 

 

 

 

Regulatory assets

 

1,840

 

1,956

 

Accounts and notes receivable

 

1,027

 

807

 

Investments

 

64

 

61

 

Other

 

384

 

352

 

Total other non-current assets

 

3,315

 

3,176

 

 

 

 

 

 

 

Total Assets

 

$

20,340

 

$

19,185

 



Table of Contents

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

In Millions

 

December 31

 

2013

 

2012

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt, capital leases, and financing obligation

 

$

562

 

$

541

 

 

$

706

 

$

540

 

Notes payable

 

170

 

110

 

 

249

 

60

 

Accounts payable

 

585

 

512

 

 

633

 

678

 

Accounts payable – related parties

 

10

 

9

 

 

9

 

10

 

Accrued rate refunds

 

12

 

6

 

 

26

 

6

 

Accrued interest

 

96

 

95

 

 

106

 

108

 

Accrued taxes

 

297

 

279

 

 

349

 

316

 

Deferred income taxes

 

-

 

68

 

Regulatory liabilities

 

67

 

25

 

 

82

 

67

 

Other current liabilities

 

146

 

152

 

 

142

 

163

 

Total current liabilities

 

1,945

 

1,797

 

 

2,302

 

1,948

 

 

 

 

 

 

 

 

 

 

 

Non-current Liabilities

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

7,101

 

6,710

 

 

8,441

 

8,016

 

Non-current portion of capital leases and financing obligation

 

138

 

153

 

 

118

 

123

 

Regulatory liabilities

 

2,215

 

2,101

 

 

2,088

 

2,095

 

Postretirement benefits

 

239

 

1,451

 

 

591

 

872

 

Asset retirement obligations

 

325

 

312

 

 

439

 

340

 

Deferred investment tax credit

 

40

 

43

 

 

56

 

37

 

Deferred income taxes

 

1,616

 

1,015

 

 

2,017

 

1,748

 

Other non-current liabilities

 

306

 

311

 

 

313

 

299

 

Total non-current liabilities

 

11,980

 

12,096

 

 

14,063

 

13,530

 

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Notes 2, 3, 4, and 6)

 

 

 

 

 

Commitments and Contingencies (Notes 3, 4, and 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

Common stockholders equity

 

 

 

 

 

Common stock, authorized 350.0 shares; outstanding 266.1 shares in 2013 and 264.1 shares in 2012

 

3

 

3

 

Common stockholders’ equity

 

 

 

 

 

Common stock, authorized 350.0 shares; outstanding 277.2 shares in 2015 and 275.2 shares in 2014

 

3

 

3

 

Other paid-in capital

 

4,715

 

4,669

 

 

4,837

 

4,774

 

Accumulated other comprehensive loss

 

(22

)

(55

)

 

(47

)

(49

)

Accumulated deficit

 

(1,242

)

(1,423

)

 

(855

)

(1,058

)

Total common stockholders equity

 

3,454

 

3,194

 

Total common stockholders’ equity

 

3,938

 

3,670

 

Noncontrolling interests

 

37

 

44

 

 

37

 

37

 

Total equity

 

3,491

 

3,238

 

 

3,975

 

3,707

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Equity

 

$

17,416

 

$

17,131

 

 

$

20,340

 

$

19,185

 

 

The accompanying notes are an integral part of these statements.

89



Table of Contents

CMS Energy Corporation

Consolidated Statements of Changes in Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

Number of Shares

  

 

 

 

 

 

 

 

Years Ended December 31

 

2013

 

2012

 

2011

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity at Beginning of Period

 

 

 

 

 

 

 

$

3,238

 

$

3,072

 

$

2,837

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

 

 

 

 

 

 

3

 

3

 

2

 

Common stock issued

 

 

 

 

 

 

 

-

 

-

 

1

 

At end of period

 

 

 

 

 

 

 

3

 

3

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Paid-in Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

264,072

 

254,100

 

249,628

 

4,669

 

4,627

 

4,588

 

Common stock issued

 

2,238

 

10,107

 

4,541

 

51

 

45

 

40

 

Common stock reissued

 

205

 

272

 

269

 

5

 

6

 

5

 

Common stock repurchased

 

(356

)

(389

)

(323

)

(10

)

(9

)

(6

)

Common stock reacquired

 

(22

)

(18

)

(15

)

-

 

-

 

-

 

At end of period

 

266,137

 

264,072

 

254,100

 

4,715

 

4,669

 

4,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Other Comprehensive Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

 

 

 

 

 

 

(55

)

(49

)

(40

)

Retirement benefits liability

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

 

 

 

 

 

 

(56

)

(48

)

(39

)

Net gain (loss) arising during the period

 

 

 

 

 

 

 

26

 

(10

)

(11

)

Prior service credit adjustment

 

 

 

 

 

 

 

5

 

-

 

-

 

Amortization of net actuarial loss

 

 

 

 

 

 

 

4

 

2

 

2

 

At end of period

 

 

 

 

 

 

 

(21

)

(56

)

(48

)

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

 

 

 

 

 

 

2

 

-

 

-

 

Unrealized gain (loss) on investments

 

 

 

 

 

 

 

(2

)

2

 

-

 

At end of period

 

 

 

 

 

 

 

-

 

2

 

-

 

Derivative instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning and end of period

 

 

 

 

 

 

 

(1

)

(1

)

(1

)

At end of period

 

 

 

 

 

 

 

(22

)

(55

)

(49

)

90

 

 

In Millions, Except Number of Shares in Thousands

 

 

 

Number of Shares

 

 

 

 

 

 

 

 

Years Ended December 31

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity at Beginning of Period

 

 

 

 

 

 

 

$

3,707

 

$

3,491

 

$

3,238

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning and end of period

 

 

 

 

 

 

 

3

 

3

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Paid-in Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

275,184

 

266,137

 

264,072

 

4,774

 

4,715

 

4,669

 

Common stock issued

 

2,062

 

9,371

 

2,238

 

65

 

59

 

51

 

Common stock repurchased

 

(306

)

(271

)

(356

)

(12

)

(7

)

(10

)

Common stock reissued

 

288

 

-

 

205

 

10

 

-

 

5

 

Conversion option on convertible debt

 

-

 

-

 

-

 

-

 

7

 

-

 

Common stock reacquired

 

(65

)

(53

)

(22

)

-

 

-

 

-

 

At end of period

 

277,163

 

275,184

 

266,137

 

4,837

 

4,774

 

4,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Other Comprehensive Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

 

 

 

 

 

 

(49

)

(22

)

(55

)

Retirement benefits liability

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

 

 

 

 

 

 

(48

)

(21

)

(56

)

Net gain (loss) arising during the period

 

 

 

 

 

 

 

1

 

(29

)

26

 

Prior service credit adjustment

 

 

 

 

 

 

 

-

 

-

 

5

 

Amortization of net actuarial loss

 

 

 

 

 

 

 

5

 

3

 

4

 

Amortization of prior service credit

 

 

 

 

 

 

 

(1

)

(1

)

-

 

At end of period

 

 

 

 

 

 

 

(43

)

(48

)

(21

)

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

 

 

 

 

 

 

(1

)

-

 

2

 

Unrealized loss on investments

 

 

 

 

 

 

 

(3

)

(1

)

(2

)

At end of period

 

 

 

 

 

 

 

(4

)

(1

)

-

 

Derivative instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

 

 

 

 

 

 

-

 

(1

)

(1

)

Reclassification adjustments included in net income

 

 

 

 

 

-

 

1

 

-

 

At end of period

 

 

 

 

 

 

 

-

 

-

 

(1

)

At end of period

 

 

 

 

 

 

 

(47

)

(49

)

(22

)



Table of Contents

 

 

 

 

 

In Millions

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

(1,423

)

(1,553

)

(1,757

)

 

(1,058

)

(1,242

)

(1,423

)

Net income attributable to CMS Energy

 

452

 

382

 

415

 

 

523

 

477

 

452

 

Common stock dividends declared

 

(271

)

(252

)

(211

)

Dividends declared on common stock

 

(320

)

(293

)

(271

)

At end of period

 

(1,242

)

(1,423

)

(1,553

)

 

(855

)

(1,058

)

(1,242

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling Interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

44

 

44

 

44

 

 

37

 

37

 

44

 

Income attributable to noncontrolling interests

 

2

 

2

 

2

 

 

2

 

2

 

2

 

Distributions, redemptions, and other changes in noncontrolling interests

 

(9

)

(2

)

(2

)

 

(2

)

(2

)

(9

)

At end of period

 

37

 

44

 

44

 

 

37

 

37

 

37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity at End of Period

 

$

3,491

 

$

3,238

 

$

3,072

 

 

$

3,975

 

$

3,707

 

$

3,491

 

 

The accompanying notes are an integral part of these statements.

91



Table of Contents

Consumers Energy Company

Consolidated Statements of Income

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenue

 

$

6,321

 

$

6,013

 

$

6,253

 

 

$

6,165

 

$

6,800

 

$

6,321

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel for electric generation

 

541

 

517

 

559

 

 

497

 

567

 

541

 

Purchased and interchange power

 

1,361

 

1,339

 

1,267

 

 

1,376

 

1,564

 

1,361

 

Purchased power – related parties

 

89

 

86

 

81

 

 

83

 

89

 

89

 

Cost of gas sold

 

1,187

 

1,110

 

1,438

 

 

939

 

1,375

 

1,187

 

Maintenance and other operating expenses

 

1,174

 

1,162

 

1,175

 

 

1,149

 

1,146

 

1,174

 

Depreciation and amortization

 

622

 

592

 

542

 

 

744

 

678

 

622

 

General taxes

 

229

 

223

 

206

 

 

255

 

246

 

229

 

Total operating expenses

 

5,203

 

5,029

 

5,268

 

 

5,043

 

5,665

 

5,203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

1,118

 

984

 

985

 

 

1,122

 

1,135

 

1,118

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

2

 

4

 

7

 

 

11

 

4

 

2

 

Interest and dividend income – related parties

 

1

 

1

 

2

 

 

1

 

1

 

1

 

Allowance for equity funds used during construction

 

6

 

8

 

6

 

 

10

 

8

 

6

 

Other income

 

14

 

16

 

19

 

 

19

 

10

 

14

 

Other expense

 

(16

)

(33

)

(20

)

 

(17

)

(35

)

(16

)

Total other income (expense)

 

7

 

(4

)

14

 

 

24

 

(12

)

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on long-term debt

 

237

 

232

 

251

 

 

252

 

243

 

237

 

Other interest expense

 

11

 

16

 

18

 

 

2

 

10

 

11

 

Allowance for borrowed funds used during construction

 

(3

)

(4

)

(4

)

 

(4

)

(3

)

(3

)

Total interest charges

 

245

 

244

 

265

 

 

250

 

250

 

245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes

 

880

 

736

 

734

 

 

896

 

873

 

880

 

Income Tax Expense

 

346

 

297

 

267

 

 

302

 

306

 

346

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

534

 

439

 

467

 

 

594

 

567

 

534

 

Preferred Stock Dividends and Distribution

 

2

 

2

 

2

 

 

2

 

2

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Available to Common Stockholder

 

$

532

 

$

437

 

$

465

 

 

$

592

 

$

565

 

$

532

 

 

The accompanying notes are an integral part of these statements.

92



Table of Contents

Consumers Energy Company

Consolidated Statements of Comprehensive Income

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

534

 

$

439

 

$

467

 

 

$

594

 

$

567

 

$

534

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement Benefits Liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gain (loss) arising during the period, net of tax (tax benefit) of $4, $(5), and $(3)

 

5

 

(8

)

(4

)

Amortization of net actuarial loss, net of tax of $2, $1, and $1

 

3

 

2

 

1

 

Net gain (loss) arising during the period, net of tax of $2, $(7), and $4

 

3

 

(11

)

5

 

Amortization of net actuarial loss, net of tax of $2, $1, and $2

 

4

 

2

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on investments, net of tax of $-, $2, and $-

 

1

 

3

 

1

 

Reclassification adjustments included in net income, net of tax of $(1), $(2), and $-

 

(3

)

(3

)

-

 

Unrealized gain (loss) on investments, net of tax of $(1), $2, and $-

 

(1

)

4

 

1

 

Reclassification adjustments included in net income, net of tax of $(3), $-, and $(1)

 

(5

)

-

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss)

 

6

 

(6

)

(2

)

 

1

 

(5

)

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income

 

$

540

 

$

433

 

$

465

 

 

$

595

 

$

562

 

$

540

 

 

The accompanying notes are an integral part of these statements.

93



Table of Contents

Consumers Energy Company

Consolidated Statements of Cash Flows

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net income

 

$

534

 

$

439

 

$

467

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

Depreciation and amortization

 

622

 

592

 

542

 

Deferred income taxes and investment tax credit

 

164

 

150

 

161

 

Postretirement benefits expense

 

142

 

184

 

158

 

Bad debt expense

 

63

 

53

 

70

 

Other non-cash operating activities

 

12

 

14

 

16

 

Postretirement benefits contributions

 

(222

)

(68

)

(315

)

Proceeds from government grant

 

69

 

-

 

-

 

Cash provided by (used in) changes in assets and liabilities

 

 

 

 

 

 

 

Accounts receivable, notes receivable, and accrued revenue

 

(116

)

(145

)

112

 

Inventories

 

205

 

107

 

(17

)

Accounts payable

 

14

 

7

 

43

 

Accrued expenses

 

(27

)

51

 

74

 

Other current and non-current assets and liabilities

 

(109

)

(31

)

12

 

Net cash provided by operating activities

 

1,351

 

1,353

 

1,323

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Capital expenditures (excludes assets placed under capital lease)

 

(1,320

)

(1,222

)

(876

)

Cost to retire property

 

(56

)

(49

)

(56

)

Other investing activities

 

(11

)

(8

)

(19

)

Net cash used in investing activities

 

(1,387

)

(1,279

)

(951

)

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

750

 

1,075

 

-

 

Retirement of long-term debt

 

(466

)

(1,064

)

(37

)

Payment of DOE liability

 

-

 

-

 

(43

)

Payment of common and preferred stock dividends

 

(408

)

(395

)

(376

)

Redemption of preferred stock

 

(7

)

-

 

-

 

Stockholder contribution

 

150

 

150

 

125

 

Payment of capital lease obligations and other financing costs

 

(30

)

(30

)

(27

)

Increase in notes payable

 

60

 

110

 

-

 

Net cash provided by (used in) financing activities

 

49

 

(154

)

(358

)

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

 

13

 

(80

)

14

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, Beginning of Period

 

5

 

85

 

71

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, End of Period

 

$

18

 

$

5

 

$

85

 

94

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net income

 

$

594

 

$

567

 

$

534

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

Depreciation and amortization

 

744

 

678

 

622

 

Deferred income taxes and investment tax credit

 

204

 

263

 

164

 

Postretirement benefits expense

 

90

 

24

 

142

 

Bad debt expense

 

50

 

72

 

63

 

Other non-cash operating activities

 

8

 

10

 

12

 

Postretirement benefits contributions

 

(243

)

(29

)

(222

)

Proceeds from government grant

 

-

 

-

 

69

 

Cash provided by (used in) changes in assets and liabilities

 

 

 

 

 

 

 

Accounts receivable and accrued revenue

 

104

 

(16

)

(116

)

Inventories

 

144

 

(36

)

205

 

Accounts payable and accrued refunds

 

(22

)

47

 

12

 

Other current and non-current assets and liabilities

 

121

 

(242

)

(134

)

Net cash provided by operating activities

 

1,794

 

1,338

 

1,351

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Capital expenditures (excludes assets placed under capital lease)

 

(1,537

)

(1,573

)

(1,320

)

Jackson plant acquisition

 

(154

)

-

 

-

 

Cost to retire property

 

(89

)

(75

)

(56

)

Other investing activities

 

(1

)

(5

)

(11

)

Net cash used in investing activities

 

(1,781

)

(1,653

)

(1,387

)

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

250

 

878

 

750

 

Retirement of long-term debt

 

(124

)

(220

)

(466

)

Payment of dividends on common and preferred stock

 

(476

)

(459

)

(408

)

Stockholder contribution

 

150

 

495

 

150

 

Return of stockholder contribution

 

-

 

(178

)

-

 

Payment of capital lease obligations and other financing costs

 

(23

)

(38

)

(37

)

Increase (decrease) in notes payable

 

189

 

(110

)

60

 

Net cash provided by (used in) financing activities

 

(34

)

368

 

49

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

 

(21

)

53

 

13

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, Beginning of Period

 

71

 

18

 

5

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, End of Period

 

$

50

 

$

71

 

$

18

 



Table of Contents

 

 

 

 

 

In Millions

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other cash flow activities and non-cash investing and financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid (net of amounts capitalized)

 

$

236

 

$

224

 

$

253

 

 

$

245

 

$

233

 

$

236

 

Income taxes paid

 

225

 

63

 

8

 

Income taxes paid (refunds received), net

 

(84

)

266

 

225

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures not paid

 

176

 

110

 

92

 

 

182

 

201

 

176

 

Other assets placed under capital lease

 

6

 

9

 

4

 

 

17

 

7

 

6

 

 

The accompanying notes are an integral part of these statements.

95



Table of Contents

Consumers Energy Company

Consolidated Balance Sheets

 

ASSETS

 

 

 

 

 

 

 

 

 

In Millions

 

December 31

 

2013

 

2012

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

18

 

$

5

 

Restricted cash and cash equivalents

 

31

 

28

 

Accounts receivable and accrued revenue, less allowances of $31 in 2013 and $30 in 2012

 

902

 

844

 

Notes receivable

 

14

 

-

 

Accounts receivable – related parties

 

4

 

1

 

Accrued power supply revenue

 

-

 

32

 

Inventories at average cost

 

 

 

 

 

Gas in underground storage

 

653

 

816

 

Materials and supplies

 

103

 

92

 

Generating plant fuel stock

 

113

 

167

 

Deferred property taxes

 

202

 

190

 

Regulatory assets

 

40

 

35

 

Prepayments and other current assets

 

77

 

45

 

Total current assets

 

2,157

 

2,255

 

 

 

 

 

 

 

Plant, Property, and Equipment

 

 

 

 

 

Plant, property, and equipment, gross

 

16,044

 

15,456

 

Less accumulated depreciation and amortization

 

5,022

 

5,061

 

Plant, property, and equipment, net

 

11,022

 

10,395

 

Construction work in progress

 

1,147

 

1,080

 

Total plant, property, and equipment

 

12,169

 

11,475

 

 

 

 

 

 

 

Other Non-current Assets

 

 

 

 

 

Regulatory assets

 

1,530

 

2,287

 

Accounts and notes receivable

 

11

 

17

 

Investments

 

29

 

32

 

Other

 

283

 

209

 

Total other non-current assets

 

1,853

 

2,545

 

 

 

 

 

 

 

Total Assets

 

$

16,179

 

$

16,275

 

96

ASSETS

 

 

 

 

 

 

 

 

 

In Millions

 

December 31

 

2015

 

2014

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

50

 

$

71

 

Restricted cash and cash equivalents

 

19

 

37

 

Accounts receivable and accrued revenue, less allowances of $28 in 2015 and $39 in 2014

 

758

 

863

 

Accounts receivable – related parties

 

17

 

1

 

Accrued gas revenue

 

-

 

27

 

Inventories at average cost

 

 

 

 

 

Gas in underground storage

 

568

 

681

 

Materials and supplies

 

120

 

113

 

Generating plant fuel stock

 

80

 

112

 

Deferred property taxes

 

235

 

216

 

Regulatory assets

 

16

 

89

 

Prepayments and other current assets

 

66

 

63

 

Total current assets

 

1,929

 

2,273

 

 

 

 

 

 

 

Plant, Property, and Equipment

 

 

 

 

 

Plant, property, and equipment, gross

 

18,797

 

17,580

 

Less accumulated depreciation and amortization

 

5,676

 

5,346

 

Plant, property, and equipment, net

 

13,121

 

12,234

 

Construction work in progress

 

1,467

 

1,103

 

Total plant, property, and equipment

 

14,588

 

13,337

 

 

 

 

 

 

 

Other Non-current Assets

 

 

 

 

 

Regulatory assets

 

1,840

 

1,956

 

Accounts and notes receivable

 

10

 

7

 

Investments

 

29

 

38

 

Other

 

262

 

236

 

Total other non-current assets

 

2,141

 

2,237

 

 

 

 

 

 

 

Total Assets

 

$

18,658

 

$

17,847

 



Table of Contents

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

In Millions

 

December 31

 

2013

 

2012

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt, capital leases, and financing obligation

 

$

64

 

$

63

 

 

$

220

 

$

145

 

Notes payable

 

170

 

110

 

 

249

 

60

 

Accounts payable

 

571

 

501

 

 

613

 

662

 

Accounts payable – related parties

 

13

 

11

 

 

15

 

12

 

Accrued rate refunds

 

12

 

6

 

 

26

 

6

 

Accrued interest

 

63

 

65

 

 

65

 

70

 

Accrued taxes

 

353

 

376

 

 

352

 

149

 

Deferred income taxes

 

55

 

144

 

Regulatory liabilities

 

67

 

25

 

 

82

 

67

 

Other current liabilities

 

112

 

109

 

 

109

 

135

 

Total current liabilities

 

1,480

 

1,410

 

 

1,731

 

1,306

 

 

 

 

 

 

 

 

 

 

 

Non-current Liabilities

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

4,579

 

4,297

 

 

5,206

 

5,154

 

Non-current portion of capital leases and financing obligation

 

138

 

153

 

 

118

 

123

 

Regulatory liabilities

 

2,215

 

2,101

 

 

2,088

 

2,095

 

Postretirement benefits

 

179

 

1,385

 

 

529

 

793

 

Asset retirement obligations

 

324

 

311

 

 

438

 

339

 

Deferred investment tax credit

 

40

 

43

 

 

56

 

37

 

Deferred income taxes

 

2,115

 

1,741

 

 

2,710

 

2,486

 

Other non-current liabilities

 

252

 

252

 

 

236

 

237

 

Total non-current liabilities

 

9,842

 

10,283

 

 

11,381

 

11,264

 

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Notes 2, 3, 4, and 6)

 

 

 

 

 

Commitments and Contingencies (Notes 3, 4, and 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

Common stockholder equity

 

 

 

 

 

Common stockholder’s equity

 

 

 

 

 

Common stock, authorized 125.0 shares; outstanding 84.1 shares for both periods

 

841

 

841

 

 

841

 

841

 

Other paid-in capital

 

3,257

 

3,107

 

 

3,724

 

3,574

 

Accumulated other comprehensive loss

 

(2

)

(8

)

 

(6

)

(7

)

Retained earnings

 

724

 

598

 

 

950

 

832

 

Total common stockholder equity

 

4,820

 

4,538

 

Total common stockholder’s equity

 

5,509

 

5,240

 

Preferred stock

 

37

 

44

 

 

37

 

37

 

Total equity

 

4,857

 

4,582

 

 

5,546

 

5,277

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Equity

 

$

16,179

 

$

16,275

 

 

$

18,658

 

$

17,847

 

 

The accompanying notes are an integral part of these statements.

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Table of Contents

Consumers Energy Company

Consolidated Statements of Changes in Equity

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity at Beginning of Period

 

$

4,582

 

$

4,394

 

$

4,180

 

 

$

5,277

 

$

4,857

 

$

4,582

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning and end of period

 

841

 

841

 

841

 

 

841

 

841

 

841

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Paid-in Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

3,107

 

2,957

 

2,832

 

 

3,574

 

3,257

 

3,107

 

Stockholder contribution

 

150

 

150

 

125

 

 

150

 

495

 

150

 

Return of stockholder contribution

 

-

 

(178

)

-

 

At end of period

 

3,257

 

3,107

 

2,957

 

 

3,724

 

3,574

 

3,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Other Comprehensive Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

(8

)

(2

)

-

 

 

(7

)

(2

)

(8

)

Retirement benefits liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

(25

)

(19

)

(16

)

 

(26

)

(17

)

(25

)

Net gain (loss) arising during the period

 

5

 

(8

)

(4

)

 

3

 

(11

)

5

 

Amortization of net actuarial loss

 

3

 

2

 

1

 

 

4

 

2

 

3

 

At end of period

 

(17

)

(25

)

(19

)

 

(19

)

(26

)

(17

)

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

17

 

17

 

16

 

 

19

 

15

 

17

 

Unrealized gain on investments

 

1

 

3

 

1

 

Unrealized gain (loss) on investments

 

(1

)

4

 

1

 

Reclassification adjustments included in net income

 

(3

)

(3

)

-

 

 

(5

)

-

 

(3

)

At end of period

 

15

 

17

 

17

 

 

13

 

19

 

15

 

At end of period

 

(2

)

(8

)

(2

)

 

(6

)

(7

)

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained Earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

598

 

554

 

463

 

 

832

 

724

 

598

 

Net income

 

534

 

439

 

467

 

 

594

 

567

 

534

 

Common stock dividends declared

 

(406

)

(393

)

(374

)

Preferred stock dividends and distribution declared

 

(2

)

(2

)

(2

)

Dividends declared on common stock

 

(474

)

(457

)

(406

)

Dividends and distributions declared on preferred stock

 

(2

)

(2

)

(2

)

At end of period

 

724

 

598

 

554

 

 

950

 

832

 

724

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At beginning of period

 

44

 

44

 

44

 

 

37

 

37

 

44

 

Preferred stock redeemed

 

(7

)

-

 

-

 

 

-

 

-

 

(7

)

At end of period

 

37

 

44

 

44

 

 

37

 

37

 

37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity at End of Period

 

$

4,857

 

$

4,582

 

$

4,394

 

 

$

5,546

 

$

5,277

 

$

4,857

 

 

The accompanying notes are an integral part of these statements.

98



Table of Contents

CMS Energy Corporation

Consumers Energy Company

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements

 

1:SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation: CMS Energy and Consumers prepare their consolidated financial statements in conformity with GAAP. CMS Energy’s consolidated financial statements comprise CMS Energy, Consumers, CMS Enterprises, and all other entities in which CMS Energy has a controlling financial interest or is the primary beneficiary. Consumers’ consolidated financial statements comprise Consumers and all other entities in which it has a controlling financial interest or is the primary beneficiary. CMS Energy uses the equity method of accounting for investments in companies and partnerships that are not consolidated, where they have significant influence over operations and financial policies but are not the primary beneficiary. CMS Energy and Consumers eliminate intercompany transactions and balances.

 

Use of Estimates:Estimates: CMS Energy and Consumers are required to make estimates using assumptions that may affect reported amounts and disclosures. Actual results could differ from those estimates.

 

Revenue Recognition Policy: CMS Energy and Consumers recognize revenue from deliveries of electricity and natural gas, and from the transportation, processing, and storage of natural gas, when services are provided. CMS Energy and Consumers record unbilled revenue for the estimated amount of energy delivered to customers but not yet billed. CMS Energy and Consumers record sales tax net and exclude it from revenue. CMS Energy recognizes revenue on sales of marketed electricity, natural gas, and other energy products at delivery.

 

Alternative-Revenue Programs:Program: The MPSC’s 2009 order in Consumers’ gas rate case authorized Consumers to implement a gas revenue decoupling mechanism.  This mechanism, which the MPSC extended through April 2012 in its 2010 order in Consumers’ gas rate case, allowed Consumers to adjust future gas rates to the degree that actual average weather-adjusted sales per customer differed from the rate order.  Consumers accounted for this program as an alternative-revenue program that met the criteria for recognizing the effects of decoupling adjustments on revenue as gas was delivered.

In 2009, the MPSC approved an energy optimization incentive mechanism that provides a financial incentive if the energy savings of Consumers’ customers exceed annual targets established by the MPSC. The maximum incentive that Consumers may earn under this mechanism is 15 percent of the amount it spends on energy optimization programs, which is limited to two percent of Consumers’ retail revenue. Consumers accounts for this program as an alternative-revenue program that meets the criteria for recognizing revenue related to the incentive as soon as energy savings exceed the annual targets established by the MPSC.

 

Self-Implemented Rates: Unless prohibited by the MPSC upon a showing of good cause, Consumers is allowed to self-implement new energy rates six months after a new rate case filing if the MPSC has not issued an order in the case. The MPSC then has another six months to issue a final order. If the MPSC does not issue a final order within that period, the filed rates are considered approved. If the MPSC issues a final order within that period, the rates that Consumers self-implemented may be subject to refund, with interest. Consumers recognizes revenue associated with self-implemented rates. If Consumers considers it probable that it will be required to refund a portion of its self-implemented rates, then Consumers records a provision for revenue subject to refund.

 

EnerBank: EnerBank provides four types of unsecured consumer installment loans: same-as-cash, zero interest, reduced interest, and traditional. Under EnerBank’s same-as-cash programs, authorized contractors pay EnerBank a fee to provide a borrower with the option to pay off the loan interest-free during the same-as-cash period. EnerBank recognizes the fee on a straight-line basis over the same-as-cash period, which typically ranges from three to 24 months. If a borrower does not exercise its option to pay off its loan interest-free during the same-as-cash period, EnerBank charges the borrower accrued interest at the loan’s contractual rate on the outstanding balance from the origination date. Under the zero interest and reduced interest programs, authorized contractors pay EnerBank a fee to provide a borrower

with no interest or reduced rates of interest for the entire term of the loan. EnerBank recognizes the fee using the interest method over the term of the loan, which ranges from one to 12 years. Unearned income associated with the fees, which is recorded as a reduction to notes receivable on CMS Energy’s consolidated balance sheets, was $82 million at December 31, 2015 and $62 million at December 31, 2014.

EnerBank recognizes interest income using the interest method and amortizes loan origination fees, net of certain direct origination costs, over the loan term. EnerBank ceases recognizing interest income when a loan loss is confirmed or when a loan becomes 120 days past due, at which time the loan principal is charged against the allowance for loan losses. At that time, EnerBank recognizes any interest accrued but not received for such loan losses as a reversal of interest income.

The loan fees and interest income earned by EnerBank are reported as operating revenue on CMS Energy’s consolidated statements of income.

Accounts Receivable: Accounts receivable comprise trade receivables and unbilled receivables. CMS Energy and Consumers record their accounts receivable at cost, which approximates fair value. CMS Energy and Consumers establish an allowance for uncollectible accounts based on historical losses, management’s assessment of existing economic conditions, customer trends, and other factors. CMS Energy and Consumers assess late payment fees on trade receivables based on contractual past-due

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terms established with customers. CMS Energy and Consumers charge off accounts deemed uncollectible to operating expense.

 

Cash and Cash Equivalents: Cash and cash equivalents include short-term, highly liquid investments with original maturities of three months or less.

 

Contingencies: CMS Energy and Consumers record estimated liabilities for contingencies on their consolidated financial statements when it is probable that a liability has been incurred and when the amount of loss can be reasonably estimated. CMS Energy and Consumers expense legal fees as incurred; fees incurred but not yet billed are accrued based on estimates of work performed.  This policy also applies to any fees incurred on behalf of employees and officers under indemnification agreements; such fees are billed directly to CMS Energy or Consumers.

 

Debt Issuance Costs, Discounts, Premiums, and Refinancing Costs: Upon the issuance of long-term debt, CMS Energy and Consumers defer issuance costs, discounts, and premiums associated with long-term debt and amortize those amounts over the terms of the associated debt. Upon the refinancing of long-term debt, issues.  For the non-regulated portions of CMS Energy’s and Consumers’ businesses, refinancing costs are expensedConsumers, as incurred.  For thea regulated portions of CMS Energy’s and Consumers’ businesses,entity, defers any remaining unamortized issuance costs, discounts, and premiums associated with the refinanced debt are amortizedand amortizes those amounts over the term of the newly issued debt. For the non-regulated portions of CMS Energy’s business, any remaining unamortized issuance costs, discounts, and premiums associated with extinguished debt are charged to earnings.

 

Derivative Instruments: In order to support ongoing operations, CMS Energy and Consumers enter into contracts for the future purchase and sale of various commodities, such as electricity, natural gas, and coal. These forward contracts are generally long-term in nature and result in physical delivery of the commodity at a contracted price. Most of these contracts are not subject to derivative accounting because:

 

·they do not have a notional amount (that is, a number of units specified in a derivative instrument, such as MWh of electricity or bcf of natural gas);

·             ��   they qualify for the normal purchases and sales exception; or

·there is not an active market for the commodity.

they do not have a notional amount (that is, a number of units specified in a derivative instrument, such as MWh of electricity or bcf of natural gas)

·

they qualify for the normal purchases and sales exception

·

there is not an active market for the commodity

 

Consumers’ coal purchase contracts are not derivatives because there is not an active market for the coal it purchases. If an active market for coal develops in the future, some of these contracts may qualify as derivatives. Since Consumers is subject to regulatory accounting, the resulting fair value gains and losses would be deferred as regulatory assets or liabilities and would not affect net income.

 

Consumers also uses FTRs to manage price risk related to electricity transmission congestion. An FTR is a financial instrument that entitles its holder to receive compensation or requires its holder to remit payment for congestion-related transmission charges. Consumers accounts for FTRs as derivatives. All

changes in fair value associated with FTRs are deferred as regulatory assets and liabilities until the instruments are settled.

 

CMS Energy and Consumers record derivative contracts that do not qualify for the normal purchases and sales exception at fair value on their consolidated balance sheets. Each reporting period, the resulting asset or liability is adjusted to reflect any change in the fair value of the contract. Since none of CMS Energy’s or Consumers’ derivatives has been designated as an accounting hedge, all changes in fair value are either reported in earnings or deferred as regulatory assets or liabilities. CMS Energy and Consumers did not have significant amounts recorded as derivative assets or liabilities at December 31, 20132015 or 2012.2014. Additionally, the gains and losses recognized in earnings were not significantinsignificant for the years ended December 31, 2013, 2012, or 2011.2015, 2014, and 2013.

 

Determination of Pension and OPEB MRV of Plan Assets:Assets for DB Pension Plan and OPEB Plan: CMS Energy and Consumers determine the MRV for DB Pension Plan assets as the fair value of plan assets on the measurement date, adjusted by the gains or losses that will not be admitted into the MRV until future years. CMS Energy and Consumers

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reflect each year’s gain or loss in the MRV in equal amounts over a five-year period beginning on the date the original amount was determined. CMS Energy and Consumers determine the MRV for OPEB Plan assets as the fair value of assets on the measurement date. CMS Energy and Consumers use the MRV in the calculation of net pensionDB Pension Plan and OPEB Plan costs. For further details, see Note 11,12, Retirement Benefits.

 

Earnings Per Share: CMS Energy calculates basic and diluted EPS using the weighted-average number of shares of common stock and dilutive potential common stock outstanding during the period. Potential common stock, for purposes of determining diluted EPS, includes the effects of dilutive stock options, non-vestednonvested stock awards and contingently convertible securities. CMS Energy computes the effect on potential common stock using the treasury stock method or the if-converted method, as applicable. Diluted EPS excludes the impact of antidilutive securities, which are those securities resulting in an increase in EPS or a decrease in loss per share. For EPS computations, see Note 14,15, Earnings Per Share – Share—CMS Energy.

 

Financial Instruments: CMS Energy and Consumers record debt and equity securities classified as available for sale at fair value as determined from quoted market prices or other observable, market-based inputs. Unrealized gains and losses resulting from changes in fair value of these securities are determined on a specific-identification basis. CMS Energy and Consumers report unrealized gains and losses on these securities, net of tax, in equity as part of AOCI, except that unrealized losses determined to be other than temporary are reported in earnings. For additional details regarding financial instruments, see Note 6,7, Financial Instruments.

 

Impairment of Long-Lived Assets and Equity Method Investments: CMS Energy and Consumers perform tests of impairment if certain triggering events occur or if there has been a decline in value that may be other than temporary.

 

CMS Energy and Consumers evaluate long-lived assets held in use for impairment by calculating the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. If the undiscounted future cash flows are less than the carrying amount, CMS Energy and Consumers recognize an impairment loss equal to the amount by which the carrying amount exceeds the fair value. CMS Energy and Consumers estimate the fair value of the asset using quoted market prices, market prices of similar assets, or discounted future cash flow analyses.

 

CMS Energy also assesses equity method investments for impairment whenever there has been a decline in value that is other than temporary. This assessment requires CMS Energy to determine the fair value of the equity method investment. CMS Energy determines fair value using valuation methodologies, including discounted cash flows, and assesses the ability of the investee to sustain an earnings capacity that justifies the carrying amount of the investment. CMS Energy records an impairment if the fair value is less than the carrying amount and the decline in value is considered to be other than temporary.

Inventory: CMS Energy and Consumers use the weighted-average cost method for valuing working gas, recoverable base gas in underground storage facilities, and materials and supplies inventory. CMS Energy and Consumers also use this method for valuing coal inventory, and they classify these amounts as generating plant fuel stock on their consolidated balance sheets.

 

CMS Energy and Consumers account for RECs and emission allowances as inventory and use the weighted-average cost method to remove amounts from inventory. RECs and emission allowances are used to satisfy compliance obligations related to the generation of power.

 

CMS Energy and Consumers use the lower-of-cost-or-market method to evaluate inventory for impairment.

 

MISO Transactions: MISO requires the submission of hourly day-ahead and real-time bids and offers for energy at locations across the MISO region. CMS Energy and Consumers account for MISO

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transactions on a net hourly basis in each of the real-time and day-ahead markets, netted across all MISO energy market locations. CMS Energy and Consumers record net hourly purchases in purchased and interchange power and net hourly sales in operating revenue on their consolidated statements of income. They record net billing adjustments upon receipt of settlement statements, record accruals for future net purchases and sales adjustments based on historical experience, and reconcile accruals to actual expenses and sales upon receipt of settlement statements.

 

Property Taxes: Property taxes are based on the taxable value of Consumers’ real and personal property assessed by local taxing authorities. Consumers records property tax expense over the fiscal year of the taxing authority for which the taxes are levied based on Consumers’ budgeted customer sales. The deferred property tax balance represents the amount of Consumers’ accrued property tax that will be recognized over future governmental fiscal periods.

 

Reclassifications:  CMS Energy and Consumers have reclassified certain prior-period amounts on their consolidated financial statements to conform to the presentation for the current period.  These reclassifications did not affect consolidated net income or cash flows for the periods presented.

Renewable Energy Grant: In January 2013, Consumers received a $69 million renewable energy cash grant for Lake Winds® Energy Park under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009. Upon receipt of the grant, Consumers recorded a regulatory liability, for $69 million, which Consumers is amortizing over the life of Lake Winds® Energy Park. Consumers presents the amortization as a reduction to maintenance and other operating expense.expenses. Consumers recorded the deferred income taxes related to the grant as a reduction of the book basis of Lake Winds® Energy Park.

 

Restricted Cash and Cash Equivalents:CMS Energy and Consumers have restricted cash and cash equivalents dedicated for repayment of Securitization bonds and for payment under performance guarantees. CMS Energy and Consumers classify these amounts as a current asset if they relate to payments that could or will occur within one year. Changes in restricted cash and cash equivalents are presented as investing activities on the consolidated statements of cash flows.

 

2:NEW ACCOUNTING STANDARDS

Implementation of New Accounting Standards

ASU 2015-13, Application of the Normal Purchases and Normal Sales Scope Exception to Certain Electricity Contracts within Nodal Energy Markets: This standard, which became effective in August 2015 for CMS Energy and Consumers, was intended to resolve diversity in practice regarding whether certain electricity contracts are eligible for the normal purchases and sales scope exception from derivative accounting. The standard clarifies that contracts that require transmission of electricity through a market with established price points at each node or hub location are eligible for the scope exception. Consumers applies the normal purchases and sales scope exception to many PPAs that require transmission of electricity through the MISO market, which has price points at various node or hub locations. Since this standard clarifies that these contracts are eligible for the scope exception, which is

consistent with Consumers’ treatment, the standard had no impact on CMS Energy’s or Consumers’ consolidated financial statements.

ASU 2015-17, Balance Sheet Classification of Deferred Taxes: This standard eliminates the requirement to separate deferred income tax assets and liabilities into current and non-current amounts on a classified balance sheet. Under the standard, all deferred income tax amounts should be classified as non-current. The standard will be effective on January 1, 2017 for CMS Energy and Consumers, but early adoption is permitted. The standard can be applied either prospectively or retrospectively. CMS Energy and Consumers elected to adopt the standard early for the year ended December 31, 2015 and applied the standard retrospectively to all prior periods. Accordingly, CMS Energy reclassified $66 million of current deferred income tax liabilities to non-current deferred income tax liabilities at December 31, 2014, and Consumers reclassified $80 million of current deferred income tax liabilities to non-current deferred income tax liabilities at December 31, 2014.

New Accounting Standards Not Yet Effective

ASU 2014-09, Revenue from Contracts with Customers: This standard, which will become effective January 1, 2018 for CMS Energy and Consumers, provides new guidance for recognizing revenue from contracts with customers. A primary objective of the standard is to provide a single, comprehensive revenue recognition model that will be applied across entities, industries, and capital markets. The new guidance will replace most of the existing revenue recognition requirements in GAAP, although certain guidance specific to rate-regulated utilities will be retained. Entities will have the option to apply the standard retrospectively to all prior periods presented, or to apply it retrospectively only to contracts existing at the effective date, with the cumulative effect of the standard recorded as an adjustment to beginning retained earnings. CMS Energy and Consumers are evaluating the impact of the standard on their consolidated financial statements.

ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period: This standard, effective January 1, 2016 for CMS Energy and Consumers, addresses stock awards with performance targets that can be met after an employee has completed the required service period. The standard was intended to resolve diversity in practice regarding the accounting treatment for this type of award. Under the new guidance, the probability of the performance target being met should be factored into compensation expense each period. This guidance is consistent with the accounting that CMS Energy and Consumers already apply to awards of this type. Therefore, CMS Energy and Consumers do not expect the standard to impact their consolidated financial statements.

ASU 2015-02, Amendments to the Consolidation Analysis: This standard, effective January 1, 2016 for CMS Energy and Consumers, provides amended guidance on whether reporting entities should consolidate certain legal entities, including limited partnerships. CMS Energy and Consumers have assessed this standard and do not expect that it will result in any changes to their consolidation conclusions or have any impact on their consolidated income, cash flows, or financial position.

ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs: This standard, effective January 1, 2016 for CMS Energy and Consumers, requires that debt issuance costs be presented as a direct deduction from the carrying amount of long-term debt on the balance sheet. Presently, debt issuance costs are reported as an asset. The new guidance aligns the presentation of debt issuance costs with debt discounts and premiums. The standard is to be applied retrospectively to all prior periods presented. At December 31, 2015, CMS Energy had $41 million of unamortized debt issuance costs, which included $23 million at Consumers. These amounts were recorded in other non-current assets on the consolidated balance sheets, but will be included in the long-term debt balances under this standard.

ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities: This standard, which will be effective January 1, 2018 for CMS Energy and Consumers, is intended to improve the accounting for financial instruments. The standard will require investments in equity securities to be measured at fair value, with changes in fair value recognized in net income, except for certain investments such as those that qualify for equity-method accounting. The standard will no longer permit unrealized gains and losses for certain equity investments to be recorded in AOCI. CMS Energy and Consumers presently record unrealized gains and losses on certain equity investments, including the mutual funds in the DB SERP and Consumers’ investment in CMS Energy common stock, in AOCI. During the year ended December 31, 2015, CMS Energy recorded a $3 million unrealized net loss on equity investments in AOCI and Consumers recorded a $1 million unrealized net loss on equity investments in AOCI. For further details on these investments, see Note 7, Financial Instruments. Entities will apply the standard using a modified retrospective approach, with a cumulative-effect adjustment recorded to beginning retained earnings on the effective date. CMS Energy and Consumers are evaluating whether there may be further impacts of the standard on their consolidated financial statements.

3:REGULATORY MATTERS

 

Regulatory matters are critical to Consumers. The Michigan Attorney General, ABATE, the MPSC Staff, and certain other parties typically participate in MPSC proceedings concerning Consumers, such as Consumers’ rate cases and PSCR and GCR processes. These parties often challenge various aspects of those proceedings, including the prudence of Consumers’ policies and practices, and seek cost disallowances and other relief. The parties also have appealed significant MPSC orders. Depending upon the specific issues, the outcomes of rate cases and proceedings, including judicial proceedings challenging MPSC orders or other actions, could have a material adverse effect onnegatively affect CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. Consumers cannot predict the outcome of these proceedings.

 

There are multiple appeals pending that involve various issues concerning cost allocation among customers, the allocation of refunds among customer groups, the adequacy of the record evidence supporting the recovery of Smart Energy investments, and other matters. Consumers is unable to predict the outcome of these appeals.

 

REGULATORY ASSETS AND LIABILITIESRegulatory Assets and Liabilities

 

Because Consumers is subject to the actions of the MPSC and FERC Consumersand therefore prepares its consolidated financial statements in accordance with the provisions of regulatory accounting. A utility must apply regulatory accounting when its rates are designed to recover specific costs of providing regulated services. Under regulatory accounting, Consumers records regulatory assets or liabilities for certain transactions that would have been treated as expense or revenue by non-regulated businesses.

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Presented in the following table are the regulatory assets and liabilities on Consumers’Consumers��� consolidated balance sheets:

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

In Millions

 

December 31

 

End of Recovery
or Refund Period

 

2013

 

2012

 

 

End of Recovery
or Refund Period

 

2015

 

2014

 

Regulatory assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy optimization plan incentive1

 

2014

 

$

17

 

$

15

 

 

2016

 

    $

16

 

    $

17

 

Gas revenue decoupling mechanism1

 

2014

 

17

 

16

 

Cancelled coal-fueled plant costs2

 

2014

 

5

 

4

 

Other2

 

2014

 

1

 

-

 

Securitized costs – electric utility restructuring legislation2

 

2015

 

-

 

61

 

Major maintenance2

 

2015

 

-

 

8

 

Other

 

2015

 

-

 

3

 

Total current regulatory assets

 

 

 

$

40

 

$

35

 

 

 

 

    $

16

 

    $

89

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Postretirement benefits3

 

various

 

$

634

 

$

1,700

 

 

various

 

    $

1,096

 

    $

1,195

 

Costs of electric generating units to be retired and securitized2

 

2029

 

362

 

-

 

Securitized costs – electric generating units to be retired2

 

2029

 

348

 

370

 

ARO4

 

various

 

151

 

139

 

MGP sites4

 

various

 

148

 

152

 

 

various

 

146

 

147

 

Other securitized costs2

 

2016

 

129

 

192

 

ARO4

 

various

 

129

 

123

 

Unamortized debt costs4

 

various

 

74

 

55

 

 

various

 

61

 

66

 

Gas storage inventory adjustments4

 

various

 

23

 

15

 

 

various

 

18

 

21

 

Energy optimization plan incentive1

 

2015

 

18

 

17

 

 

2017

 

18

 

17

 

Major maintenance2

 

various

 

10

 

5

 

Cancelled coal-fueled plant costs2

 

2015

 

2

 

7

 

Gas revenue decoupling mechanism1

 

2014

 

-

 

17

 

Other2

 

various

 

1

 

4

 

Other

 

various

 

2

 

1

 

Total non-current regulatory assets

 

 

 

$

1,530

 

$

2,287

 

 

 

 

    $

1,840

 

    $

1,956

 

Total regulatory assets

 

 

 

$

1,570

 

$

2,322

 

 

 

 

    $

1,856

 

    $

2,045

 

Regulatory liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes, net

 

2014

 

$

64

 

$

-

 

 

2016

 

    $

64

 

    $

64

 

Renewable energy grant

 

2014

 

2

 

-

 

DOE settlement

 

2013

 

-

 

23

 

Securitized costs – electric utility restructuring legislation

 

2016

 

14

 

-

 

Other

 

2014

 

1

 

2

 

 

2016

 

4

 

3

 

Total current regulatory liabilities

 

 

 

$

67

 

$

25

 

 

 

 

    $

82

 

    $

67

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of removal

 

various

 

$

1,599

 

$

1,441

 

 

various

 

    $

1,745

 

    $

1,673

 

Renewable energy plan

 

2028

 

159

 

175

 

 

2028

 

109

 

131

 

ARO

 

various

 

73

 

83

 

Income taxes, net

 

various

 

157

 

336

 

 

various

 

64

 

103

 

Postretirement benefits

 

various

 

98

 

-

 

ARO

 

various

 

93

 

103

 

Renewable energy grant

 

2043

 

65

 

-

 

 

2043

 

60

 

63

 

Energy optimization plan

 

2015

 

31

 

34

 

 

various

 

26

 

32

 

Other

 

various

 

13

 

12

 

 

various

 

11

 

10

 

Total non-current regulatory liabilities

 

 

 

$

2,215

 

$

2,101

 

 

 

 

    $

2,088

 

    $

2,095

 

Total regulatory liabilities

 

 

 

$

2,282

 

$

2,126

 

 

 

 

    $

2,170

 

    $

2,162

 

 

1                  These regulatory assets have arisen from alternative revenue programs and are not associated with incurred costs or capital investments. Therefore, the MPSC has provided for recovery without a return.

 

2                  These regulatory assets either are included in rate base (or are expected to be included, for costs incurred subsequent to the most recently approved rate case), thereby providing a return on expenditures, or provide a specific return on investment authorized by the MPSC.

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3This regulatory asset is offset partially by liabilities. The net amount is included in rate base, thereby providing a return.

 

4These regulatory assets represent incurred costs for which the MPSC has provided, or Consumers expects, recovery without a return on investment.

Regulatory Assets

 

REGULATORY ASSETS

Energy Optimization Plan Incentive: In May 2013,2015, Consumers filed its fourth annual report and reconciliation for its energy optimization plan, requesting approval of its energy optimization plan costs for 2012.2014. In November 2013,September 2015, the MPSC approved a settlement agreement authorizing Consumers to collect $17 million from customers during 20142016 as an incentive payment for exceeding statutory targets under both its gas and electric energy optimization plans during 2012.2014.

 

During 2013, Consumers also exceeded its statutory savings targets in 2015, and achieved 140 percent of its electric savings targetcertain other goals, and 122 percent of its gas savings target.  For achieving these savings levels, Consumers will request the MPSC’s approval to collect $18 million, the maximum performance incentive, in the energy optimization reconciliation to be filed in 2014.2016.

 

Gas Revenue Decoupling Mechanism:Securitized Costs – Electric Utility Restructuring Legislation: The MPSC’s 2009 order in Consumers’ gas rate caseIn 2000, the MPSC authorized Consumers to implementsecuritize certain qualified costs incurred as a gas revenue decoupling mechanism.  This mechanism,result of electric utility restructuring legislation. Consumers amortized this regulatory asset over the life of the related Securitization bonds, which were paid in full in October 2015. During 2015, Consumers overcollected surcharges related to this Securitization and, as a result, recorded a regulatory liability. Consumers filed a reconciliation with the MPSC extended through April 2012 in its 2010 orderJanuary 2016, requesting to refund this amount to customers in Consumers’ gas rate case, allowed Consumers to adjust future gas rates to the degree that actual average weather-adjusted sales per customer differed from the rate order.  This mechanism was not affected by a separate Michigan Court of Appeals decision on electric revenue decoupling.2016.

 

In August 2012, Consumers filed its final reconciliation of the gas revenue decoupling mechanism, requesting recovery of $17 million from customers for the period June 2011 through April 2012.  In December 2013, the MPSC approved Consumers’ reconciliation for the full amount of its request and authorized recovery over four months beginning in January 2014.

Cancelled Coal-Fueled Plant Costs:  Major Maintenance:In its June 2012 order in Consumers’ electric rate case, the MPSC authorized recovery over a three-year period of $14 million of developmentallowed Consumers to defer major maintenance costs associated with Consumers’ cancelled 830-MW coal-fueled plant.its electric generating units in excess of the costs approved in the rate order and to recover those excess costs from customers, subject to MPSC approval. In September 2012,November 2014, the MPSC approved a party in Consumers’ electric rate case filed an appeal with the Michigan Court of Appeals to dispute the MPSC’s conclusion that authorizedsettlement agreement authorizing Consumers to recover these costs.$10 million of such excess costs over a six-month period that ended in May 2015.

 

Postretirement Benefits:As part of the ratemaking process, the MPSC allows Consumers to deferrecover the costs of postretirement benefits. Accordingly, Consumers defers the net impact of actuarial losses and gains as well as prior service costs and credits associated with postretirement benefits as a regulatory asset and to recover these costs from customers.  Conversely, Consumers defers the impact of actuarial gains as a regulatory liability and refunds these amounts to customers.or liability. The asset andor liability will decrease as the deferred items are amortized and recognized as components of net periodic benefit cost. For details about the amortization periods, see Note 12, Retirement Benefits.

 

Securitized Costs of Electric Generating Units to be Retired and Securitized:  Retired:In December 2013, the MPSC issued a Securitization financing order that authorizesauthorizing Consumers to proceed, at its sole discretion, with the sale of up to $389 million inissue Securitization bonds through a newly formed subsidiary.  Under Michigan law, electric utilities are permitted to use highly rated, low-cost Securitization bondsin order to finance the recovery of qualified costs.  The qualified costs that Consumers intends to securitize are principally the remaining book value of seven smaller coal-fueled electric generating units that Consumers plans to retire by April 2016 and three smaller natural gas-fueled electric generating units that Consumers plans to retireretired in 2016 if the Securitization transaction is successful.

June 2015. Upon receipt of the Securitization financingMPSC’s order, from the MPSC, Consumers removed the book value of the ten units from plant, property, and equipment and recorded this amount as a regulatory asset. Consumers will amortize the regulatory asset in accordance with current depreciation rates while the assets remain in rate base.  Upon issuance of the Securitization bonds, Consumers will remove the book

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value of the units from rate base and amortizeis amortizing the regulatory asset over the life of the related Securitization bonds.bonds, which it issued through a subsidiary in July 2014. For additional details regarding the Securitization bonds, see Note 5, Financings and Capitalization.

 

ARO: The recovery of the underlying asset investments and related removal and monitoring costs of recorded AROs is approved by the MPSC in depreciation rate cases. Consumers records a regulatory asset and a regulatory liability for timing differences between the recognition of AROs for financial reporting purposes and the recovery of these costs from customers. The recovery period approximates the useful life of the assets to be removed.

MGP SitesSites:Consumers expects to incuris incurring environmental remediation and other response activity costs at 23 former MGP facilities. The MPSC allows Consumers to recover from its natural gas customers over a ten-year period the costs incurred to remediate the MGP sites.

 

Other Securitized Costs:  In 2000, the MPSC authorized Consumers to securitize certain qualified costs incurred as a result of electric utility restructuring legislation.  This regulatory asset is amortized over the life of the related Securitization bonds.

ARO:  The recovery of the underlying asset investments and related removal costs of recorded AROs are approved by the MPSC in depreciation rate cases.  Consumers records a regulatory asset and a regulatory liability for timing differences between the recognition of AROs for financial reporting purposes and the recovery of these costs from customers.

Unamortized Debt Costs: Under regulatory accounting, any unamortized debt costs related to debt redeemed with the proceeds of new debt are capitalized and amortized over the life of the new debt.

Gas Storage Inventory Adjustments:Consumers incurs inventory expenses related to the loss of gas from its natural gas storage fields. The MPSC allows Consumers to recover these costs from its natural gas customers over a five-year period.

 

Major Maintenance:  In its June 2012 order in Consumers’ electric rate case, the MPSC allowed Consumers to defer major maintenance costs associated with certain plants in excess of the costs approved in the rate order and recover these excess costs from customers, subject to MPSC approval.Regulatory Liabilities

 

REGULATORY LIABILITIES

Income Taxes, Net: These costs represent the difference between deferred income taxes recognized for financial reporting purposes and amounts previously reflected in Consumers’ rates. This net balance will decrease over the remaining life of the related temporary differences and flow through current income tax benefit.

 

In 2013, the MPSC issued an order authorizing Consumers to accelerate the flow-through to electric and gas customers of certain income tax benefits associated primarily with the cost of removal of plant placed in service before 1993. The order authorized Consumers to implement a regulatory treatment beginning January 2014 that will return $209 million of income tax benefits over five years to electric customers and $260 million of income tax benefits over 12 years to gas customers. During 2015, Consumers returned $64 million of income tax benefits to customers.

Cost of Removal: These amounts have been collected from customers to fund future asset removal activities. This regulatory liability is reduced as costs of removal are incurred. The refund period of this regulatory liability approximates the useful life of the assets to be removed.

Renewable Energy Plan: Consumers has collected surcharges to fund its renewable energy plan. Amounts not yet spent under the plan are recorded as a regulatory liability, which is amortized as incremental costs are incurred to operate and depreciate Consumers’ wind parks and to purchase RECs under renewable energy purchase agreements. Incremental costs represent costs incurred in excess of amounts recovered through the PSCR process.

Renewable Energy Grant:In January 2013, Consumers received a $69 million renewable energy grant for Lake Winds® Energy Park, which began operations in November 2012. The grant was received from the U.S. Department of Treasury under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009.

As reflected in Consumers’ 2011 biennial renewable energy plan, which the MPSC approved in 2012, thisThis grant reduces Consumers’ cost of complying with the renewable portfolio standards prescribed by the 2008 Energy Law and, accordingly, reduces the overall renewable energy surcharge to be collected from customers. The regulatory liability recorded for the grant will be amortized over the life of Lake Winds® Energy Park.

 

DOE Settlement:  In 2011, Consumers entered into an agreement with the DOE to settle, for $120 million, a complaint filed by Consumers against the DOE in 2002 for nuclear storage costs incurred as a result of the DOE’s failure to accept spent nuclear fuel.  In December 2012, the MPSC approved Consumers’ proposed treatment of this settlement amount, including a refund to customers of $23 million for spent nuclear fuel costs previously collected through rates.  Consumers refunded this amount to customers during 2013.  In March 2013, a party filed an appeal with the Michigan Court of Appeals to dispute the MPSC’s December 2012 order.

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Cost of Removal:  These amounts have been collected from customers to fund future asset removal activities.  This regulatory liability is reduced as costs of removal are incurred.

Renewable Energy Optimization Plan: At December 31, 20132015 and 2012, surcharges collected from customers to fund Consumers’ renewable energy plan exceeded Consumers’ spending.  This regulatory liability is amortized as incremental costs are incurred to operate and depreciate Consumers’ wind parks and to purchase RECs under renewable energy purchase agreements.  Incremental costs represent costs incurred in excess of amounts recovered through the PSCR process.

Energy Optimization Plan:  At December 31, 2013 and 2012,2014, surcharges collected from customers to fund Consumers’ energy optimization plan exceeded Consumers’ spending. The associated regulatory liability is amortized as costs are incurred under Consumers’ energy optimization plan.

 

CONSUMERS’ ELECTRIC UTILITYConsumers Electric Utility

 

Electric Rate Case: In September 2012,December 2014, Consumers filed an application with the MPSC seeking an annual rate increase of $148$163 million, based on a 10.510.7 percent authorized return on equity. In January 2013, Consumers supplemented its electric rate case application to reflect certain changes, which reduced its requested annual rate increase to $145 million.  In March 2013, Consumers self-implemented an annual rate increase of $110 million out of its requested $145 million, subject to refund with interest.  The MPSC approved a partial settlement agreementissued an order in May 2013,November 2015, authorizing an annual rate increase of $89$165 million, based on a 10.3 percent authorized rate of return on equity. In June 2013, in connection with thisApril 2016, upon the planned retirement of seven coal-fueled electric generating units, the annual rate case, the MPSC approved Consumers’ application for authorityincrease will be reduced by $39 million to continue the advanced metering infrastructure program and implement a non-transmitting meter provision.$126 million.

 

In June 2015, Consumers filedself-implemented an application in July 2013 requestingannual rate increase of $110 million, subject to refund with interest. Consumers does not expect that the MPSC find that the total revenues collected during self-implementation did not exceed those that would have been collected under final rates.  In February 2014, the MPSC approved Consumers’ application, finding that noa significant refund wasof self-implemented rates will be required.

 

Electric Revenue Decoupling Mechanism:Rate Design: The MPSC’s 2009 order in Consumers’ electric rate case authorized Consumers to implement an electric revenue decoupling mechanism.  This decoupling mechanism allowed Consumers to adjust future electric rates to the degree that actual average sales per customer differed from the rate order.  The MPSC extended the electric revenue decoupling mechanism for a second year in its 2010 order in Consumers’ electric rate case.

In April 2012, the Michigan Court of Appeals ruled that the MPSC lacks statutory authority to approve or direct the use of a revenue decoupling mechanism for electric providers.  Subsequently, in November 2012, the Michigan Court of Appeals ruled in an appeal of the MPSC’s 2010 order in Consumers’ electric rate case.  The Court reversed the portion of the 2010 order related to Consumers’ electric revenue decoupling mechanism and remanded the case to the MPSC for further proceedings related to the revenue decoupling mechanism.  In 2013,June 2015, the MPSC issued an order reversing its prior approvalon Consumers’ proposal for a new electric rate design, authorizing a reallocation of Consumers’ authority to implement a revenue decoupling mechanism.annual costs among customer classes. This new allocation will better ensure that rates reflect the cost of service for each customer class and will have the

effect of making rates for energy-intensive industrial customers more competitive, while keeping residential bills below the national average. In December 2015, the new rate design went into effect.

 

PDepreciation Rate Case: In June 2014, Consumers filed a depreciation case related to its electric and common utility property. In this case, Consumers requested an increase in depreciation expense, and its recovery of that expense, of $28 million annually. In May 2015, the MPSC approved a settlement agreement authorizing an increase in Consumers’ depreciation expense, and its recovery of that expense, of $6 million annually based on December 31, 2013 balances. In December 2015, the new depreciation rates went into effect.

Consumers Gas Utility

OWER Gas Rate Case:SUPPLY In July 2014, Consumers filed an application with the MPSC seeking an annual rate increase of $88 million. The filing requested authority to recover new investments that will allow Consumers to improve system reliability, comply with regulations, and enhance technology.COST RECOVERY AND GAS COST RECOVERY

In January 2015, the MPSC approved a settlement agreement authorizing a $45 million annual rate increase, based on a 10.3 percent authorized return on equity. This was Consumers’ first gas base rate increase since 2012.

Power Supply Cost Recovery and Gas Cost Recovery

 

The PSCR and GCR ratemaking processes are designed to allow Consumers to recover all of its power supply and purchased natural gas costs if incurred under reasonable and prudent policies and practices. The MPSC reviews these costs, policies, and practices in annual plan and reconciliation proceedings. Consumers adjusts its PSCR and GCR billing factorscharges monthly in order to minimize the overrecoveryunderrecovery or underrecoveryoverrecovery amount in the annual reconciliations.

 

PSCR Plans:  In January 2014, the MPSC approved Consumers’ 2012 PSCR plan, authorizing the 2012 PSCR charge that Consumers self-implemented beginning in January 2012.

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Consumers submitted its 2013 PSCR plan to the MPSC in September 2012, and in accordance with its proposed plan, self-implemented the 2013 PSCR charge beginning in January 2013.

PSCR Reconciliations:  Presented in the following table are details about the PSCR reconciliation filing pending with the MPSC:

PSCR Year

 

Date Filed

 

Net
Underrecovery
(In Millions)

 

PSCR Cost of
Power Sold
(In Billions)

 

2012

 

March 2013

 

$

18

 

$

1.9

 

In May 2013, the MPSC issued an order in Consumers’ 2011 PSCR reconciliation, approving full recovery of $1.8 billion of power costs and authorizing Consumers to roll into its 2012 PSCR plan the overrecovery of $8 million.

GCR Plans:  In February 2013, the MPSC approved Consumers’ 2012-2013 GCR plan, authorizing the 2012-2013 GCR charge that Consumers self-implemented beginning in April 2012.

Consumers submitted its 2013-2014 GCR plan to the MPSC in December 2012, and in accordance with its proposed plan, self-implemented the 2013-2014 GCR charge beginning in April 2013.

GCR Reconciliations:  Presented in the following table are details about the GCR reconciliation filing pending with the MPSC:

GCR Year

 

Date Filed

 

Net
Underrecovery
(In Millions)

 

GCR Cost of
Gas Sold
(In Billions)

 

2012-2013

 

June 2013

 

$

22

 

$

0.9

 

In May 2013, the MPSC issued an order in Consumers’ 2011-2012 GCR reconciliation, approving full recovery of $0.9 billion in gas costs and authorizing Consumers to roll into its 2012-2013 GCR plan the overrecovery of $2 million.

Consumers’ PSCR and GCR mechanisms alsoUnderrecoveries represent probable future revenues that will be recovered from customers orand are included in accrued gas revenue on Consumers’ consolidated balance sheets. Overrecoveries represent previously collected revenues that will be refunded to customers through the ratemaking process.  Underrecoveries are included in accrued power supply and overrecoveries are included in accrued rate refunds on Consumers’ consolidated balance sheets.

Consumers reflected Presented in the following table are the assets and liabilities for PSCR and GCR underrecoveries and overrecoveries reflected on itsConsumers’ consolidated balance sheets:

 

 

 

 

In Millions

 

 

In Millions

 

December 31

 

2013

 

2012

 

 

2015

 

2014

 

Accrued power supply revenue

 

$

-

 

$

32

 

Assets

 

 

 

 

 

Accrued gas revenue

 

$       -

 

$    27

 

Liabilities

 

 

 

 

 

Accrued rate refunds

 

12

 

6

 

 

26

 

6

 

 

3:PSCR Plans and Reconciliations: In May 2015, the MPSC issued an order in Consumers’ 2013 PSCR plan, authorizing the 2013 PSCR factor that Consumers self-implemented beginning in January 2013. Consumers filed its 2013 PSCR reconciliation in March 2014, requesting full recovery of $1.9 billion of power costs and authorization to roll into its 2014 PSCR plan the overrecovery of $10 million.

Consumers submitted its 2014 PSCR plan to the MPSC in September 2013 and, in accordance with its proposed plan, self-implemented the 2014 PSCR factor beginning in January 2014. Consumers’ power supply costs for 2014 were significantly higher than those projected in its 2014 PSCR plan due to severe winter weather during the three months ended March 31, 2014, as extreme cold weather and heavy snowfall inhibited the delivery and use of coal at Consumers’ coal-fueled generating units. Additionally, increases in natural gas prices raised the cost of electricity purchased from the MISO energy market as

well as the cost of power generated at Consumers’ natural gas-fueled generating units. Consumers filed an amendment to its 2014 PSCR plan in March 2014, requesting approval to increase the 2014 PSCR factor. Consumers self-implemented the revised factor in July 2014. In March 2015, Consumers filed its 2014 PSCR reconciliation, requesting full recovery of $2.1 billion of power costs and authorization to roll into its 2015 PSCR plan the overrecovery of $6 million.

Consumers submitted its 2015 PSCR plan to the MPSC in September 2014 and, in accordance with its proposed plan, self-implemented the 2015 PSCR factor beginning in January 2015. Consumers had an $8 million PSCR overrecovery at December 31, 2015.

GCR Plans and Reconciliations: In July 2014, the MPSC issued an order in Consumers’ 2013-2014 GCR plan, authorizing the 2013-2014 GCR factor that Consumers self-implemented beginning in April 2013. Due to the impact on natural gas prices of extended periods of colder-than-normal winter weather in Michigan and throughout the United States during the three months ended March 31, 2014, Consumers’ natural gas fuel costs for this period were significantly higher than those projected in its 2013-2014 GCR plan. As a result, Consumers calculated an $84 million underrecovery for the 2013-2014 GCR plan year. In the reconciliation it filed in June 2014, Consumers requested full recovery of $0.9 billion of gas costs and authorization to roll into its 2014-2015 GCR plan the underrecovery of $84 million.

In June 2015, the MPSC issued an order in Consumers’ 2014-2015 GCR plan, authorizing the 2014-2015 GCR factor that Consumers self-implemented beginning in April 2014. Consumers filed its 2014-2015 GCR reconciliation in June 2015, requesting full recovery of $0.8 billion of gas costs and authorization to roll into its 2015-2016 GCR plan the overrecovery of $9 million.

Consumers submitted its 2015-2016 GCR plan to the MPSC in December 2014 and, in accordance with its proposed plan, self-implemented the 2015-2016 GCR charge beginning in April 2015. Consumers had an $18 million GCR overrecovery recorded at December 31, 2015.

4:CONTINGENCIES AND COMMITMENTS

 

CMS Energy and Consumers are involved in various matters that give rise to contingent liabilities. Depending on the specific issues, the resolution of these contingencies could have a material effect onnegatively affect CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. In their disclosures of these matters, CMS Energy and Consumers provide an estimate of the possible loss or range of loss when such an estimate can be made. Disclosures that state that CMS Energy or Consumers

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cannot predict the outcome of a matter indicate that they are unable to estimate a possible loss or range of loss for the matter.

 

CMSENERGY CONTINGENCIES Energy Contingencies

 

Gas Index Price Reporting Investigation:  In 2002, CMS Energy notified appropriate regulatory and governmental agencies that some employees at CMS MST and CMS Field Services appeared to have provided inaccurate information regarding natural gas trades to various energy industry publications which compile and report index prices.  Although CMS Energy has not received any formal notification that the DOJ has completed its investigation, the DOJ’s last request for information occurred in 2003, and CMS Energy completed its response to this request in 2004.  CMS Energy is unable to predict the outcome of the DOJ investigation and what effect, if any, the investigation will have on CMS Energy.

Gas Index Price Reporting Litigation: CMS Energy, along with CMS MST, CMS Field Services, Cantera Natural Gas, Inc., and Cantera Gas Company, have been named as defendants in variousfour class action lawsuits and one individual lawsuit arising as a result of alleged inaccurate natural gas price reporting to publications that report trade information. Allegations include manipulation of NYMEX natural gas futures and options prices, price-fixing conspiracies, restraint of trade, and artificial inflation of natural gas retail prices in Kansas, Missouri, and Wisconsin. The following provides more detail on the cases in which CMS Energy or its affiliates remain as parties:

 

·                 In 2005, CMS Energy, CMS MST, and CMS Field Services were named as defendants in a putative class action filed in Kansas state court, Learjet, Inc., et al. v. Oneok, Inc., et al. The complaint alleges that during the putative class period, January 1, 2000 through October 31, 2002, the defendants engaged in a scheme to violate the Kansas Restraint of Trade Act. The plaintiffs are seeking treble damages, statutory full consideration damages consisting of the full

consideration paid by the plaintiffs for natural gas allegedly purchased fromduring the defendants.period, costs, and attorneys’ fees.

 

·                 In 2007, a class action complaint, Heartland Regional Medical Center, et al. v. Oneok, Inc. et al., was filed as a putative class action in Missouri state court alleging violations of Missouri antitrust laws. The defendants, including CMS Energy, CMS Field Services, and CMS MST, are alleged to have violated the Missouri antitrust law in connection with their natural gas reporting activities.activities during the period January 2000 through October 2002. The plaintiffs are seeking full considerationtreble damages, costs, and treble damages.attorneys’ fees.

 

·                 In 2006, a class action complaint, Arandell Corp., et al. v. XCEL Energy Inc., et al., was filed in Wisconsin state court on behalf of Wisconsin commercial entities that purchased natural gas between January 1, 2000 and October 31, 2002. The defendants, including CMS Energy, CMS ERM, and Cantera Gas Company, are alleged to have violated Wisconsin’s antitrust statute. The plaintiffs are seeking full consideration damages, plus exemplarytreble damages, costs, interest, and attorneys’ fees.

 

·                 In 2009, a class action complaint, Newpage Wisconsin System v. CMS ERM, et al., was filed in circuit court in Wood County, Wisconsin, against CMS Energy, CMS ERM, Cantera Gas Company, and others. The plaintiff is seeking full consideration damages, treble damages, costs, interest, and attorneys’ fees.

 

·                 In 2005, J.P. Morgan Trust Company, N.A., in its capacity as Trusteetrustee of the FLI Liquidating Trust, filed an action in Kansas state court against CMS Energy, CMS MST, CMS Field Services, and others. The complaint alleges various claims under the Kansas Restraint of Trade Act. The plaintiff is seeking statutory full consideration damages for its purchases of natural gas in 2000 and 2001.2001, costs, and attorneys’ fees.

 

After removal to federal court, all of the cases described above were transferred to a single federal district court pursuant to the MDL.multidistrict litigation process. In 2010 CMS Energy and Cantera Gas Company were dismissed from the Newpage case.  In 2011, all claims

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against remaining CMS Energy defendants inwere dismissed by the MDL cases were dismisseddistrict court based on FERC preemption. Plaintiffs filed appeals in all of the cases. The issues on appeal were whether the district court erred in dismissing the cases based on FERC preemption and denying the plaintiffs’ motions for leave to amend their complaints to add a federal Sherman Act antitrust claim. The plaintiffs did not appeal the dismissal of CMS Energy as a defendant in these cases, but other CMS Energy entities remain as defendants.

 

In April 2013, the U.S. Court of Appeals for the Ninth Circuit reversed the MDL decision and remanded the case to the MDL judge for further proceedings.district court decision. The appellate court found that FERC preemption does not apply under the facts of these cases. The Courtappellate court affirmed the MDLdistrict court’s denial of leave to amend to add federal antitrust claims.

In August 2013, the joint defense group in these cases, of which CMS Energy defendants are members, filed a petition with The matter was appealed to the U.S. Supreme Court, which in an attempt to overturn the decision of the U.S. Court of Appeals for2015 upheld the Ninth Circuit.Circuit’s decision. The petition is pending action bycases have been remanded back to the U.S. Supreme Court.  The Supreme Court has asked the Solicitor General for an opinion regarding this matter and may follow his guidance on whether to grant the petition.federal district court.

 

These cases involve complex facts, a large number of similarly situated defendants with different factual positions, and multiple jurisdictions. Presently, any estimate of liability would be highly speculative; the amount of CMS Energy’s reasonably possible loss would be based on widely varying models previously untested in this context. If the outcome after appeals is unfavorable, these cases could have a material adverse impact onnegatively affect CMS Energy’s liquidity, financial condition, and results of operations.

 

Bay Harbor: CMS EnergyLand retained environmental remediation obligations for the collection and treatment of leachate, a liquid consisting of water and other substances, at Bay Harbor after selling its interests in the development in 2002. Leachate is produced when water enters into cement kiln dust piles left over from former cement plant operations at the site. In 2012, CMS EnergyLand and the MDEQ finalized an agreement that established the final remedies and the future releasewater quality criteria at the site. CMS Energy hasLand completed all construction necessary to implement the remedies required by the agreement and will

continue to maintain and operate a system to discharge treated leachate into Little Traverse Bay under an NPDES permit issued in 2010. ThisCMS Land is presently working with the MDEQ to renew this permit, which requires renewal every five years. Until a new permit is issued, CMS Land is authorized to continue operating under the existing permit.

 

Various claims have been brought against CMS Land or its affiliates, including CMS Energy, alleging environmental damage to property, loss of property value, insufficient disclosure of environmental matters, breach of agreement relating to access, or other matters. In 2010, CMS Land and other parties have received a demand for payment from the EPA in the amount of $7$8 million, plus interest, whereby theinterest. The EPA is seeking recovery under CERCLA of the EPA’s response costs allegedly incurred at Bay Harbor. These costs exceed what was agreed to in a 2005 order between CMS Land and the Bay Harbor site.EPA, and CMS Land has communicated to the EPA that it does not believe that this is a valid claim. The EPA has filed a lawsuit to collect these costs.

 

CMS Energy has recorded a cumulative charge related to Bay Harbor of $229 million, which includes accretion expense.  At December 31, 2013,2015, CMS Energy had a recorded liability of $52$58 million for its remaining obligations. CMS Energy calculated this liability based on discounted projected costs, using a discount rate of 4.34 percent and an inflation rate of one percent on annual operating and maintenance costs. The undiscounted amount of the remaining obligation is $71$74 million. CMS Energy expects to pay $6 million in 2014, $5 million in 2015, $5 million in 2016, $4 million in 2017, and $4 million in 2018, and the remaining amount thereafter onfollowing amounts for long-term liquid disposal and operating and maintenance costs.in each of the next five years:

 

 

In Millions

 

 

 

2016

 

2017

 

2018

 

2019

 

2020

 

CMS Energy

 

 

 

 

 

 

 

 

 

 

 

Long-term liquid disposal and operating and maintenance costs

 

$    6

 

$    5

 

$    5

 

$    5

 

$    4

 

 

CMS Energy’s estimate of response activity costs and the timing of expenditures could change if there are additional major changes in circumstances or assumptions including but not limited to:

·a significant increaseused in calculating the cost of the present long-term water disposal strategy;

·requirements to alter the present long-term water disposal strategy upon expiration of the NPDES permit if the MDEQ or EPA identify a more suitable alternative;

·an increase in the number of contamination areas;

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·the nature and extent of contamination;

·delays in the receipt of requested permits;

·delays following the receipt of any requested permits due to legal appeals of third parties;

·unanticipated difficulties in meeting the technical commitments in the agreement with the MDEQ;

·additional or new legal or regulatory requirements; or

·new or different landowner claims.

Depending on the size of any indemnity obligation or liability under environmental laws, an adverse outcome of this matter could have a material adverse effect on CMS Energy’s liquidity and financial condition and could negatively affect CMS Energy’s financial results.liability. Although a liability for its present estimate of remaining response activity costs has been recorded, CMS Energy cannot predict the ultimate financial impact or outcome of this matter.

 

Equatorial Guinea Tax Claim: In January 2002, CMS Energy sold its oil, gas, and methanol investments in Equatorial Guinea. The government of Equatorial Guinea claims that CMS Energy owes $142$152 million in taxes, plus significant penalties and interest, in connection with the sale and has requestedsale. The matter is proceeding to formal arbitration. CMS Energy has concluded that the government’s tax claim is without merit.  CMS Energymerit and is vigorously contesting the claim, andbut cannot predict the financial impact or outcome of thisthe matter. An unfavorable outcome could have a material adverse effect on CMS Energy’s liquidity, financial condition, and results of operations.

Consumers Electric Utility Contingencies

 

CONSUMERS ELECTRIC UTILITY CONTINGENCIES

Electric Environmental Matters: Consumers’ operations are subject to environmental laws and regulations. Historically, Consumers has generally been able to recover, in customer rates, the costs to operate its facilities in compliance with these laws and regulations.

 

Cleanup and Solid Waste: Consumers expects to incur remediation and other response activity costs at a number of sites under the NREPA. Consumers believes that these costs should be recoverable in rates, but cannot guarantee that outcome. Consumers estimates that its liability for NREPA sites for which it can estimate a range of loss will be between $4$3 million and $6$5 million. At December 31, 2013,2015, Consumers had a recorded liability of $4$3 million, the minimum amount in the range of its estimated probable NREPA liability.

 

Consumers is a potentially responsible party at a number of contaminated sites administered under CERCLA. CERCLA liability is joint and several. In 2010, Consumers received official notification from

the EPA that identified Consumers as a potentially responsible party for cleanup of PCBs at the Kalamazoo River CERCLA site. The notification claimed that the EPA has reason to believe that Consumers disposed of PCBs and arranged for the disposal and treatment of PCB-containing materials at portions of the site. In April 2011, Consumers received a follow-up letter from the EPA requesting that Consumers agree to participate in a removal action plan along with several other companies for an area of lower Portage Creek, which is connected to the Kalamazoo River. All parties, including Consumers, that were asked to participate in the removal action plan declined to accept liability. Until further information is received from the EPA, Consumers is unable to estimate a range of potential liability for cleanup of the river.

 

Based on its experience, Consumers estimates that its share of the total liability for other known CERCLA sites will be between $3 million and $9$8 million. Various factors, including the number of potentially responsible parties involved with each site, affect Consumers’ share of the total liability. At December 31, 2013,2015, Consumers had a recorded liability of $3 million for its share of the total liability at these sites, the minimum amount in the range of its estimated probable CERCLA liability.

 

The timing of payments related to Consumers’ remediation and other response activities at its CERCLA and NREPA sites is uncertain. Consumers periodically reviews these cost estimates. Any significantA change in the underlying assumptions, such as an increase in the number of sites, different remediation

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techniques, the nature and extent of contamination, and legal and regulatory requirements, could affect its estimates of NREPA and CERCLA liability.

 

Ludington PCB: In 1998, during routine maintenance activities, Consumers identified PCB as a component in certain paint, grout, and sealant materials at Ludington. Consumers removed and replaced part of the PCB material and replaced it with non-PCB material. Consumers has had several communications with the EPA regarding this matter. Although Consumers is not able to predict when the EPA will issue a final ruling and cannot predict the financial impact or outcome of this matter, it does not expect future remediation costs to be material.matter.

 

Electric Utility Plant Air Permit Issues and Notices of Violation:CCRs: In 2007, Consumers received an NOV/FOV fromApril 2015, the EPA alleging that fourteen utility boilers exceededpublished a final rule regulating CCRs, such as coal ash, under the visible emission limits in their associated air permits.  Consumers has responded formallyResource Conservation and Recovery Act. In September 2015, the MDEQ submitted a draft plan to the NOV/FOV denying the allegations.  In addition,EPA in 2008, Consumers received an NOV for three ofwhich it declared its coal-fueledintent to explicitly regulate these facilities alleging, among other things, violations of NSR PSD regulations relating to ten projects from 1986 to 1998 allegedly subject to review under the NSR.  The EPA has alleged that some utilities have classified incorrectly major plant modifications as RMRR rather than seeking permits fromstate laws, and the EPA or state regulatory agencies to modify their plants.  Consumers responded, to the information requests from the EPA on this subject in the past.  Consumers believesconfirming that it has properly interpretedagreed with the requirementsMDEQ’s regulatory approach. Accordingly, Consumers recorded a $68 million increase to its coal ash disposal ARO liability and a corresponding increase to plant, property, and equipment that will be amortized over the remaining lives of RMRR.the facilities. For additional details on the ARO liability, see Note 11, Asset Retirement Obligations.

 

Consumers is engaged in discussions with the EPA on all of these matters.  Depending upon the outcome of these discussions, the EPA could bring legal action against Consumers and/or Consumers could be required to install additional pollution control equipment at some or all of its coal-fueled electric generating plants, surrender emission allowances, engage in Environmental Mitigation Projects, and/or pay fines.  Additionally, Consumers would need to assess the viability of continuing operations at certain plants.  The potential costs relating to these matters could be material.  Consumers expects that it would be able to recover some or all of the costs in rates, consistent with the recovery of other reasonable costs of complying with environmental laws and regulations, but cannot reasonably estimate the extent of cost recovery.  Although Consumers cannot predict the financial impact or outcome of the entirety of these discussions, it does not expect any future loss from civil penalties and/or Environmental Mitigation Projects to be material.

Nuclear Matters:  The matters discussed in this section relate to Consumers’ previously owned nuclear generating plants.  Consumers no longer owns or operates any nuclear generating facilities.

Consumers filed a complaint in 2002 for damages resulting from the DOE’s failure to accept spent nuclear fuel from Palisades and Big Rock.  In 2011, Consumers entered into an agreement with the DOE to settle its claims for $120 million.  As part of this agreement, Consumers also settled its liability to the DOE to fund the disposal of spent nuclear fuel used at Palisades and Big Rock before 1983.  In December 2012, the MPSC issued an order establishing the regulatory treatment of the settlement amount.  In this order, the MPSC also relieved Consumers of its obligation to establish an independent trust fund for the amount that was payable to the DOE prior to the settlement.  In March 2013, a party in this case filed an appeal with the Michigan Court of Appeals to dispute the December 2012 MPSC order.  For further information, see Note 2, Regulatory Matters.

Renewable Energy Matters:  In April 2013, a group of landowners filed a lawsuit in Mason County (Michigan) Circuit Court alleging, among other things, personal injury, loss of property value, and impacts to use and enjoyment of their land as a result of the operations of Lake Winds® Energy Park.  Consumers cannot predict the ultimate financial impact or outcome of this matter.Gas Utility Contingencies

 

CONSUMERS GAS UTILITY CONTINGENCIES

Gas Environmental Matters: Consumers expects to incur remediation and other response activity costs at a number of sites under the NREPA. These sites include 23 former MGP facilities. Consumers

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operated the facilities on these sites for some part of their operating lives. For some of these sites, Consumers has no present ownership interest or may own only a portion of the original site.

 

At December 31, 2013,2015, Consumers had a recorded liability of $117$114 million for its remaining obligations for these sites. This amount represents the present value of long-term projected costs, using a discount rate of 2.57 percent and an inflation rate of 2.5 percent. The undiscounted amount of the remaining obligation is $127$129 million. Consumers expects to incurpay the following amounts for remediation and other response activity costs in each of the next five years as follows:years:

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

2014

 

2015

 

2016

 

2017

 

2018

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

Remediation and other response activity costs

 

$

8

 

$

12

 

$

12

 

$

9

 

$

19

 

 

 

In Millions

 

 

 

2016

 

2017

 

2018

 

2019

 

2020

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

Remediation and other response activity costs

 

$    14

 

$    19

 

$    11

 

$   14

 

$    19

 

Consumers periodically reviews these cost estimates. Any significant change in the underlying assumptions, such as an increase in the number of sites, changes in remediation techniques, or legal and regulatory requirements, could affect Consumers’ estimates of annual response activity costs and the MGP liability. At one of the MGP sites, Consumers is waiting for a local agency to make certain decisions on work being carried out adjacent to the site. Depending on the outcome, the agency’s decisions could impact Consumers’ remediation strategy and result in an increase in its cost estimates in 2016.

 

Pursuant to orders issued by the MPSC, Consumers defers its MGP-related remediation costs and recovers them from its customers over a ten-year period. At December 31, 2013,2015, Consumers had a regulatory asset of $148$146 million related to the MGP sites.

 

Consumers estimates that its liability to perform remediation and other response activities at NREPA sites other than the MGP sites will be up tocould reach $3 million. At December 31, 2013,2015, Consumers had a recorded liability of less than $1 million, the minimum amount in the range of its estimated probable liability.

 

CONSUMERS OTHER CONTINGENCIES

Other Environmental Matters:  Consumers initiated preliminary investigations during 2012 at a number of potentially contaminated sites it owns with the intention of determining whether any contamination existed and the extent of any identified contamination.  The sites investigated included combustion turbine sites, generating sites, compressor stations, and above-ground fuel storage tank locations.  Consumers completed the investigations in 2013 and found no additional risk associated with contamination that would warrant further investigation.

GUARANTEESGuarantees

 

Presented in the following table are CMS Energy’s and Consumers’ guarantees at December 31, 2013:2015:

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

Maximum

 

Carrying

 

 

 

 

 

 

Maximum

 

Carrying

 

Guarantee Description

 

Issue Date

 

Expiration Date

 

Obligation

 

Amount

 

 

Issue Date

 

Expiration Date

 

Obligation

 

Amount

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indemnity obligations from asset sales and other agreements

 

Various

 

Various through
September 2029

 

$

471

1

$

16

 

Guarantees

 

Various

 

Various through
March 2021

 

57

 

-

 

Indemnity obligations from stock and asset sale agreements1

 

Various

 

Indefinite

 

$

143

 

$

7

 

Guarantees2

 

Various

 

Indefinite

 

51

 

-

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indemnity obligations and other guarantees

 

Various

 

Various through
September 2029

 

$

30

 

$

1

 

Guarantee2

 

July 2011

 

Indefinite

 

$

30

 

$

-

 

 

1The majority of this amount arises                   These obligations arose from stock and asset sale agreements under which CMS Energy or a subsidiary of CMS Energy other than Consumers, indemnified the purchaser for losses resulting from various

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matters, includingprimarily claims related to tax disputes, claims related to power purchase agreements, and defects in title to the assets or stock sold to the purchaser by CMS Energy subsidiaries.  Except for items described elsewhere in this Note,taxes. CMS Energy believes the likelihood of material loss to be remote for the indemnity obligations not recorded as liabilities.

 

Presented2                   At Consumers, this obligation comprises a guarantee provided to the DOE in connection with a settlement agreement regarding damages resulting from the DOE’s failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers. At CMS Energy, the guarantee obligations comprise Consumers’ guarantee to the DOE and CMS Energy’s 1994 guarantee of non-recourse revenue bonds issued by Genesee. For additional details on this guarantee, see Note 19, Variable Interest Entities.

Additionally, in the following table is additional information regarding CMS Energy’s and Consumers’ guarantees:

Guarantee Description

How Guarantee Arose

Events That Would Require Performance

CMS Energy, including Consumers

Indemnity obligations from asset

Stock and asset sale

Findings of misrepresentation,

sales and other agreements

agreements

breach of warranties, tax claims, and

other specific events or

circumstances

Guarantees

Normal operating

Nonperformance or non-payment by a

activity

subsidiary under a related contract

Consumers

Indemnity obligations and

Normal operating

Nonperformance or claims made by a third

other guarantees

activity

party under a related contract

normal course of business, CMS Energy, Consumers, and certain other subsidiaries of CMS Energy also enterhave entered into various agreements containing tax and other indemnity provisions for which they are unable to estimate the maximum potential obligation. These factors include unspecified exposure under certain agreements.The current carrying value of these indemnity obligations is less than $1 million. CMS Energy and Consumers consider the likelihood that they would be required to perform or incur substantial losses related to these indemnities to be remote.

 

OTHER CONTINGENCIESOther Contingencies

 

Michigan Sales and Use Tax Litigation: In 2010, the Michigan Department of Treasury finalized a sales and use tax audit of Consumers for the period from October 1997 to December 2004. It determined that Consumers’ electric and natural gas distribution equipment was not eligible for an industrial-processing exemption and therefore was subject to the use tax. Consumers paid the tax for the period from 1997

through 2004 and filed a claim in the Michigan Court of Claims disputing the tax determination. Consumers has continued to apply the industrial-processing exemption for the years subsequent to 2004.

In December 2015, Consumers and the Michigan Department of Treasury reached a settlement agreement under which the Michigan Department of Treasury will refund to Consumers the majority of use tax that Consumers paid on electric distribution equipment for the period from October 1997 through December 2004. Accordingly, Consumers will receive $37 million, which comprises a $19 million refund of taxes paid, a $12 million refund of interest paid, and $6 million of interest owed to Consumers. In December 2015, Consumers recorded a $12 million reduction in other interest expense and $6 million in interest income. The taxes paid were originally capitalized as a cost of the equipment. Therefore, Consumers recorded the $19 million tax refund as a reduction in plant, property, and equipment. Consumers also recorded an additional $5 million reduction in general taxes for the elimination of a loss contingency previously recorded for this matter.

The parties further agreed to continue to meet to reach agreement on a reasonable method of apportionment relating to Consumers’ natural gas system for the period from October 1997 to December 2004 and to Consumers’ electric and natural gas distribution equipment for the period from January 2005 to December 2014.

Other: In addition to the matters disclosed in this Note and Note 2,3, Regulatory Matters, there are certain other lawsuits and administrative proceedings before various courts and governmental agencies arising in the ordinary course of business to which CMS Energy, Consumers, and certain other subsidiaries of CMS Energy are parties. These other lawsuits and proceedings may involve personal injury, property damage, contracts, environmental matters, federal and state taxes, rates, licensing, employment, and other matters. Further, CMS Energy and Consumers occasionally self-report certain regulatory non-compliance matters that may or may not eventually result in administrative proceedings. CMS Energy and Consumers believe that the outcome of any one of these proceedings will not have a material adversenegative effect on their consolidated results of operations, financial condition, or liquidity.

 

113



Table of ContentsContractual Commitments

 

CONTRACTUAL COMMITMENTS

Purchase Obligations:  Presented in the following table are CMS Energy’s and Consumers’ contractual purchase obligations at December 31, 2013 for each of the periods shown. Purchase obligations arise from long-term contracts for the purchase of commodities and related services, and construction and service agreements. The commodities and related services include long-term PPAs, natural gas and associated transportation, electricity, and coal and associated transportation. Purchase obligations – related parties arise from long-term power purchase agreements fromRelated party PPAs are between Consumers and certain affiliates of CMS Enterprises. Presented in the following table are CMS Energy’s and Consumers’ contractual purchase obligations at December 31, 2015 for each of the periods shown:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

Payments Due

 

 

 

Total

 

2014

 

2015

 

2016

 

2017

 

2018

 

Beyond 
2018

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase obligations

 

$

12,068

 

$

1,879

 

$

983

 

$

1,032

 

$

1,001

 

$

1,006

 

$

6,167

 

Purchase obligations – related parties

 

1,244

 

89

 

84

 

86

 

88

 

87

 

810

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase obligations

 

$

11,838

 

$

1,803

 

$

955

 

$

1,005

 

$

974

 

$

979

 

$

6,122

 

Purchase obligations – related parties

 

1,244

 

89

 

84

 

86

 

88

 

87

 

810

 

 

 

 

 

 

 

 

In Millions

 

 

 

Payments Due

 

 

 

Total

 

2016

 

2017

 

2018

 

2019

 

2020

 

Beyond
2020

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

Total PPAs

 

$

9,947

 

$

999

 

$

1,027

 

$

969

 

$

1,003

 

$

995

 

$

4,954

 

Other

 

2,200

 

904

 

580

 

251

 

111

 

63

 

291

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PPAs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MCV PPA

 

$

3,003

 

$

335

 

$

345

 

$

277

 

$

321

 

$

296

 

$

1,429

 

Palisades PPA

 

2,327

 

342

 

352

 

363

 

374

 

387

 

509

 

Related party PPAs

 

977

 

82

 

82

 

82

 

85

 

87

 

559

 

Other PPAs

 

3,640

 

240

 

248

 

247

 

223

 

225

 

2,457

 

Total PPAs

 

$

9,947

 

$

999

 

$

1,027

 

$

969

 

$

1,003

 

$

995

 

$

4,954

 

Other

 

1,908

 

870

 

551

 

224

 

83

 

34

 

146

 

The MCV PPA: Consumers has a 35-year PPA that began in 1990 with the MCV Partnership to purchase 1,240 MW of electricity. The MCV PPA, as amended and restated, provides for:

 

·                 a capacity charge of $10.14 per MWh of available capacity;capacity

·                 a fixed energy charge based on Consumers’ annual average baseload coal generating plant operating and maintenance cost, fuel inventory, and average administrative and general expenses;expenses

·                 a variable energy charge for all delivered energy that reflectsbased on the MCV Partnership’s cost of production;production when the plant is dispatched

·                 a $5 million annual contribution by the MCV Partnership to a renewable resources program; andprogram

·                 an option for Consumers to extend the MCV PPA for five years or purchase the MCV Facility at the conclusion of the MCV PPA’s term in March 2025.2025

 

Capacity and energy charges under the MCV PPA were $282 million in 2015, $300 million in 2014, and $278 million in 2013, $319 million in 2012, and $292 million in 2011.  Consumers estimates that capacity and energy charges under the MCV PPA will average $320 million annually.  These amounts are included in the table above.2013.

 

The Palisades PPA: Consumers has a PPA expiring in 2022 with Entergy to purchase all of the capacity and energy produced by Palisades, up to the annual average capacity of 798 MW. Consumers estimates thatFor all delivered energy, the Palisades PPA has escalating capacity and variable energy charges. Total capacity and energy paymentscharges under the Palisades PPA will average $370were $352 million annually.  A portion of these amounts is included in the table above.  Consumers’ total purchases of capacity2015, $302 million in 2014, and energy under the PPA were $338 million in 2013, $331 million in 2012, and $311 million in 2011.2013. For further details about Palisades, see Note 9,10, Leases.

 

114Other PPAs: Consumers has PPAs expiring between 2016 and 2036 with various counterparties. The majority of the PPAs have capacity and energy charges for delivered energy. Capacity and energy charges under these PPAs were $347 million in 2015, $354 million in 2014, and $345 million in 2013.



Table of Contents

4:    5:FINANCINGS AND CAPITALIZATION

 

Presented in the following table is CMS Energy’s long-term debt at December 31:

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

In Millions

 

 

Interest Rate
(%)

 

Maturity

 

 

2013

 

2012

 

 

Interest Rate
 (%) 

 

Maturity

 

 

2015

 

2014

 

CMS Energy

 

 

 

 

 

 

 

 

 

 

CMS Energy parent

 

 

 

 

 

 

 

 

 

 

Senior notes

 

2.750

1

2014

 

 

$

-

 

$

250

 

 

6.550

 

2017

 

 

$

250

 

$

250

 

 

6.875

 

2015

 

 

125

 

125

 

 

4.250

 

2015

 

 

250

 

250

 

 

5.050

 

2018

 

 

250

 

250

 

 

6.550

 

2017

 

 

250

 

250

 

 

8.750

 

2019

 

 

300

 

300

 

 

5.050

 

2018

 

 

250

 

250

 

 

6.250

 

2020

 

 

300

 

300

 

 

8.750

 

2019

 

 

300

 

300

 

 

5.050

 

2022

 

 

300

 

300

 

 

6.250

 

2020

 

 

300

 

300

 

 

3.875

 

2024

 

 

250

 

250

 

 

5.050

 

2022

 

 

300

 

300

 

 

3.600

 

2025

 

 

250

 

-

 

 

5.500

2

2029

 

 

172

 

172

 

 

4.700

 

2043

 

 

250

 

250

 

 

4.700

 

2043

 

 

250

 

-

 

 

4.875

 

2044

 

 

300

 

300

 

Total CMS Energy senior notes

 

 

 

 

 

 

$

2,197

 

$

2,197

 

 

 

 

 

 

 

$

2,450

 

$

2,200

 

Term loan facility

 

variable

3

2016

 

 

180

 

180

 

 

variable

1

2017

 

 

180

 

180

 

Total CMS Energy parent

 

 

 

 

 

 

$

2,377

 

$

2,377

 

 

 

 

 

 

 

$

2,630

 

$

2,380

 

Consumers

 

 

 

 

 

 

$

4,625

 

$

4,341

 

 

 

 

 

 

 

$

5,409

 

$

5,283

 

Other CMS Energy subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EnerBank certificates of deposits

 

1.095

4

2014-2021

 

 

$

652

 

$

527

 

EnerBank certificates of deposit

 

1.365

2

2016-2025

 

 

$

1,098

 

$

884

 

Total other CMS Energy subsidiaries

 

 

 

 

 

 

$

652

 

$

527

 

 

 

 

 

 

 

$

1,098

 

$

884

 

Total CMS Energy principal amount outstanding

 

 

 

 

 

 

$

7,654

 

$

7,245

 

 

 

 

 

 

 

$

9,137

 

$

8,547

 

Current amounts

 

 

 

 

 

 

(541

)

(519

)

 

 

 

 

 

 

(684

)

(519

)

Net unamortized discounts

 

 

 

 

 

 

(12

)

(16

)

 

 

 

 

 

 

(12

)

(12

)

Total CMS Energy long-term debt

 

 

 

 

 

 

$

7,101

 

$

6,710

 

 

 

 

 

 

 

$

8,441

 

$

8,016

 

 

1In September 2013, CMS Energy retired its 2.75 percent senior notes.

CMS Energy’s contingently convertible notes.  See the “Contingently Convertible Securities” section in this Note for further discussion of the conversion features.

Outstanding borrowings bear interest at an annual interest rate of LIBOR plus 1.750.85 percent (1.92(1.19 percent at December 31, 2013)2015).

 

2The weighted-average interest rate for EnerBank’s certificates of deposit was 1.091.36 percent at December 31, 20132015 and 1.161.22 percent at December 31, 2012.2014. EnerBank’s primary deposit product consists of brokered certificates of deposit with varying maturities and having a face value of $1,000.

115



Table of Contents

Presented in the following table is Consumers’ long-term debt at December 31:

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

Interest Rate
(%)

 

Maturity

 

 

2013

 

2012

 

Consumers

 

 

 

 

 

 

 

 

 

 

FMBs1

 

6.000

2

2014

 

 

$

-

 

$

200

 

 

 

5.000

2

2015

 

 

-

 

225

 

 

 

2.600

 

2015

 

 

50

 

50

 

 

 

5.500

 

2016

 

 

350

 

350

 

 

 

5.150

 

2017

 

 

250

 

250

 

 

 

3.210

 

2017

 

 

100

 

100

 

 

 

5.650

 

2018

 

 

250

 

250

 

 

 

6.125

 

2019

 

 

350

 

350

 

 

 

6.700

 

2019

 

 

500

 

500

 

 

 

5.650

 

2020

 

 

300

 

300

 

 

 

3.770

 

2020

 

 

100

 

100

 

 

 

5.300

 

2022

 

 

250

 

250

 

 

 

2.850

 

2022

 

 

375

 

375

 

 

 

3.375

 

2023

 

 

325

 

-

 

 

 

3.190

 

2024

 

 

52

 

52

 

 

 

3.390

 

2027

 

 

35

 

35

 

 

 

5.800

 

2035

 

 

175

 

175

 

 

 

6.170

 

2040

 

 

50

 

50

 

 

 

4.970

 

2040

 

 

50

 

50

 

 

 

4.310

 

2042

 

 

263

 

263

 

 

 

3.950

 

2043

 

 

425

 

-

 

 

 

 

 

 

 

 

$

4,250

 

$

3,925

 

Senior notes

 

6.875

 

2018

 

 

180

 

180

 

Securitization bonds

 

5.760

3

2015

 

 

92

 

133

 

Tax-exempt pollution control revenue bonds

 

various

 

2018-2035

 

 

103

 

103

 

Total Consumers principal amount outstanding

 

 

 

 

 

 

$

4,625

 

$

4,341

 

Current amounts

 

 

 

 

 

 

(43

)

(41

)

Net unamortized discounts

 

 

 

 

 

 

(3

)

(3

)

Total Consumers long-term debt

 

 

 

 

 

 

$

4,579

 

$

4,297

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

Interest Rate
 (%)

 

Maturity 

 

 

2015

 

2014

 

Consumers

 

 

 

 

 

 

 

 

 

 

FMBs1

 

2.600

 

2015

 

 

$

-

 

$

50

 

 

 

5.500

 

2016

 

 

173

 

173

 

 

 

5.150

 

2017

 

 

250

 

250

 

 

 

3.210

 

2017

 

 

100

 

100

 

 

 

5.650

 

2018

 

 

250

 

250

 

 

 

6.125

 

2019

 

 

350

 

350

 

 

 

6.700

 

2019

 

 

500

 

500

 

 

 

5.650

 

2020

 

 

300

 

300

 

 

 

3.770

 

2020

 

 

100

 

100

 

 

 

5.300

 

2022

 

 

250

 

250

 

 

 

2.850

 

2022

 

 

375

 

375

 

 

 

3.375

 

2023

 

 

325

 

325

 

 

 

3.190

 

2024

 

 

52

 

52

 

 

 

3.125

 

2024

 

 

250

 

250

 

 

 

3.390

 

2027

 

 

35

 

35

 

 

 

5.800

 

2035

 

 

175

 

175

 

 

 

6.170

 

2040

 

 

50

 

50

 

 

 

4.970

 

2040

 

 

50

 

50

 

 

 

4.310

 

2042

 

 

263

 

263

 

 

 

3.950

 

2043

 

 

425

 

425

 

 

 

4.100

 

2045

 

 

250

 

-

 

 

 

4.350

 

2064

 

 

250

 

250

 

 

 

 

 

 

 

 

$

4,773

 

$

4,573

 

Securitization bonds

 

5.760

 

2015

 

 

-

 

49

 

 

 

2.689

2

2020-2029

3

 

 353

 

378

 

 

 

 

 

 

 

 

$

353

 

$

427

 

Senior notes

 

6.875

 

2018

 

 

180

 

180

 

Tax-exempt pollution control revenue bonds

 

various

 

2018-2035

 

 

103

 

103

 

Total Consumers principal amount outstanding

 

 

 

 

 

 

$

5,409

 

$

5,283

 

Current amounts

 

 

 

 

 

 

(198

)

(124

)

Net unamortized discounts

 

 

 

 

 

 

(5

)

(5

)

Total Consumers long-term debt

 

 

 

 

 

 

$

5,206

 

$

5,154

 

 

1The weighted-average interest rate for Consumers’ FMBs was 4.904.73 percent at December 31, 20132015 and 5.194.75 percent at December 31, 2012.2014.

 

2In June 2013, Consumers retired its 6.00 percent and 5.00 percent FMBs.

The weighted-average interest rate for Consumers’ Securitization bonds issued through its subsidiary Consumers 2014 Securitization Funding was 5.762.69 percent at December 31, 20132015 and 5.722.60 percent at December 31, 2012.2014.

 

1163                   Principal and interest payments are made semiannually.



Table of Contents

Financings: Presented in the following table is a summary of major long-term debt transactions during the year ended December 31, 2013:2015:

 

 

Principal

 

 

 

Issue/Retirement

 

 

 

Principal

 

 

 

Issue/Retirement

 

 

 

(In Millions)

 

Interest Rate

 

Date

 

Maturity Date 

 

(In Millions)

 

Interest Rate 

 

Date

 

Maturity Date

 

Debt issuances

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CMS Energy

 

 

 

 

 

 

 

 

 

CMS Energy parent

 

 

 

 

 

 

 

 

 

Senior notes

 

$

250

 

4.700

%

March 2013

 

March 2043

 

 

$

250

 

3.600

  %

November 2015

 

November 2025

 

Total CMS Energy parent

 

$

250

 

 

 

 

 

 

 

 

$

250

 

 

 

 

 

 

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FMBs

 

$

425

 

3.950

%

May 2013

 

May 2043

 

 

$

250

 

4.100

  %

November 2015

 

November 2045

 

Total Consumers

 

$

250

 

 

 

 

 

 

 

Total CMS Energy

 

$

500

 

 

 

 

 

 

 

Debt retirements

 

 

 

 

 

 

 

 

 

Consumers

 

 

 

 

 

 

 

 

 

FMBs

 

325

 

3.375

%

August 2013

 

August 2023

 

 

$

50

 

2.600

  %

October 2015

 

October 2015

 

Total Consumers

 

$

750

 

 

 

 

 

 

 

 

$

50

 

 

 

 

 

 

 

Total debt issuances

 

$

1,000

 

 

 

 

 

 

 

Debt retirements

 

 

 

 

 

 

 

 

 

CMS Energy

 

 

 

 

 

 

 

 

 

Senior notes

 

$

250

 

2.750

%

September 2013

 

May 2014

 

Total CMS Energy parent

 

$

250

 

 

 

 

 

 

 

Consumers

 

 

 

 

 

 

 

 

 

FMBs

 

$

200

 

6.000

%

June 2013

 

February 2014 

 

FMBs

 

225

 

5.000

%

June 2013

 

March 2015

 

Total Consumers

 

$

425

 

 

 

 

 

 

 

Total debt retirements

 

$

675

 

 

 

 

 

 

 

Total CMS Energy

 

$

50

 

 

 

 

 

 

 

 

FMBs: Consumers secures its FMBs by a mortgage and lien on substantially all of its property. Consumers’ ability to issue FMBs is restricted by certain provisions in the First Mortgage Bond Indenture and the need for regulatory approvals under federal law. Restrictive issuance provisions in the First Mortgage Bond Indenture include achieving a two-times interest coverage ratio and having sufficient unfunded net property additions.

 

Regulatory Authorization for Financings: Consumers is required to maintain FERC has authorizedauthorization for financings. In June 2014, Consumers received authorization from FERC to have outstanding, at any one time, up to $500$800 million of secured and unsecured short-term securities for general corporate purposes. The remaining availability was $200 million atAt December 31, 2013.2015, Consumers had entered into short-term borrowing programs allowing it to issue up to $800 million in short-term securities; $249 million of securities were outstanding under these programs. FERC has also authorized Consumers to issue and sell up to $1.9 billion of secured and unsecured long-term securities for general corporate purposes. The remaining availability was $800$900 million at December 31, 2013.2015. The authorizations are for the period endingwere effective July 1, 2014 and terminate June 30, 2014.2016. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements.

 

Securitization Bonds:Certain regulatory assets ownedheld by Consumers’ subsidiary, Consumers 2014 Securitization Funding, collateralize Consumers’ Securitization bonds. The bondholders have no recourse to Consumers’ other assets.  Through its rate structure,assets except for those held by the subsidiary that issued the bonds. Consumers bills customers forcollects Securitization surcharges to fundcover the payment of principal and interest andon the bonds as well as certain other related expenses.qualified costs. The surcharges collected are remitted to a trustee and are not available to creditors of Consumers or creditors of Consumers’ affiliates other than Consumers Funding.

117



Table of Contentsthe subsidiary that issued the bonds.

 

Debt Maturities:At December 31, 2013,2015, the aggregate annual contractual maturities for long-term debt for the next five years were:

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

2014

 

2015

 

2016

 

2017

 

2018

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

368

 

$

599

 

$

608

 

$

657

 

$

786

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

43

 

$

99

 

$

350

 

$

350

 

$

498

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

2016

 

2017

 

2018

 

2019

 

2020

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

684

 

$

1,010

 

$

911

 

$

1,288

 

$

801

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

198

 

$

375

 

$

523

 

$

876

 

$

426

 

Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at December 31, 2013:2015:

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

Letters of Credit

 

 

Expiration Date

Amount of Facility

Amount Borrowed

Outstanding

Amount Available

 

CMS Energy

 

 

 

 

 

 

 

 

 

December 20, 20181

 

$

550

 

$

-

 

$

2

 

$

548

 

Consumers

 

 

 

 

 

 

 

 

 

December 20, 20182

 

$

650

 

$

-

 

$

-

 

$

650

 

September 9, 20142

 

30

 

-

 

30

 

-

 

 

 

 

 

In Millions

 

 

Amount of

Amount

Letters of Credit

Amount

 

Expiration Date

Facility

Borrowed

Outstanding

Available

 

CMS Energy parent

 

 

 

 

 

 

 

 

 

May 27, 20201

 

$

550

 

$

-

 

$

1

 

$

549

 

Consumers

 

 

 

 

 

 

 

 

 

May 27, 20202

 

$

650

 

$

-

 

$

9

 

$

641

 

November 23, 20172,3

 

250

 

-

 

-

 

250

 

May 9, 20182

 

30

 

-

 

30

 

-

 

 

1Obligations under this facility are secured by Consumers common stock.  CMS Energy’s average borrowings during the year ended December 31, 2013 were $4 million, with a weighted-average annual interest rate of 1.67 percent, representing LIBOR plus 1.50 percent.

 

2Obligations under this facility are secured by FMBs of Consumers.

3                   In November 2015, Consumers entered into a new $250 million credit facility and terminated its $250 million accounts receivable sales program.

 

Short-term Borrowings: Under Consumers’ revolving accounts receivable salescommercial paper program, Consumers may transferissue, in one or more placements, commercial paper notes with maturities of up to $250365 days and that bear interest at fixed or floating rates. These issuances are supported by Consumers’ $650 million revolving credit facility and may have an aggregate principal amount outstanding of accounts receivable, subjectup to certain eligibility requirements.  These transactions are accounted for as short-term secured borrowings.$500 million. While the amount of outstanding commercial paper does not reduce the revolver’s available capacity, Consumers would not issue commercial paper in an amount exceeding the available revolver capacity. At December 31, 2013, $1702015, $249 million had been transferred under the program.  During the year ended December 31, 2013, Consumers’ average short-term borrowings totaled $10 million,of commercial paper notes with a weighted-average annual interest rate of 0.9 percent.0.91 percent was outstanding under this program.

 

Contingently Convertible Securities:Dividend Restrictions: Presented in the following table are the significant terms of CMS Energy’s contingently convertible securities atAt December 31, 2013:

 

 

 

Outstanding

Adjusted

Adjusted

 

Security

 

Maturity

(In Millions)

Conversion Price

Trigger Price

 

5.50% senior notes

 

2029

 

$

172

 

$

13.55

 

$

17.61

 

The securities become convertible for a calendar quarter if the price2015, payment of CMS Energy’s common stock remains at or above the trigger price for 20 of 30 consecutive trading days ending on the last trading day of the previous quarter.  The trigger price at which these securities become convertible is 130 percent of the conversion price.  The conversion and trigger prices are subject to adjustments in certain circumstances, including payments or distributions to CMS Energy’s common stockholders.  The conversion and trigger price adjustment is made when the cumulative change in conversion and trigger prices is one percent or more.  During 20 of the last 30 trading days ended December 31, 2013, the adjusted trigger-price contingencies were met for the contingently convertible senior notes, and as a result, the senior notes are convertible at the option of the note holders for the three months ending March 31, 2014.

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CMS Energy’s contingently convertible securities, if converted, requiredividends by CMS Energy to pay cash up to the principal amount of the securities.  Any conversion value in excess of the principal amount can be paid in cash or in shares of CMS Energy’s common stock, at the election of CMS Energy.

In December 2013, a holder tendered for conversion $17 million principal amount of the 5.50 percent contingently convertible senior notes.  The conversion value per $1,000 principal amount of the convertible note was $1,968. CMS Energy issued 605,531 shares ofon its common stock and paid $17 million cash on settlement of conversion in February 2014.

Dividend Restrictions:  Underwas limited to $3.9 billion under provisions of the Michigan Business Corporation Act of 1972, as amended, at December 31, 2013, payment of common stock dividends by CMS Energy was limited to $3.5 billion.1972.

 

Under the provisions of its articles of incorporation, at December 31, 2013,2015, Consumers had $662$884 million of unrestricted retained earnings available to pay dividends on its common stock dividends to CMS Energy. Provisions of the Federal Power Act and the Natural Gas Act appear to restrict dividends payable by Consumers to the amount of Consumers’ retained earnings. Several decisions from FERC suggest that under a variety of circumstances common stock dividends from Consumers on its common stock would not be limited to amounts in Consumers’ retained earnings. Any decision by Consumers to pay dividends on its common stock dividends in excess of retained earnings would be based on specific facts and circumstances and would result only afterbe subject to a formal regulatory filing process.

 

For the year ended December 31, 2013, CMS Energy received $4062015, Consumers paid $474 million ofin dividends on its common stock dividends from Consumers.to CMS Energy.

 

Capitalization:The authorized capital stock of CMS Energy consists of:

 

·                 350 million shares of CMS Energy Common Stock, par value $0.01 per share and

·                 10 million shares of CMS Energy Preferred Stock, par value $0.01 per share.share

 

Issuance of Common Stock: In April 2015, CMS Energy has entered into twoan updated continuous equity offering programsprogram permitting it to sell, from time to time in “at the market” offerings, common stock having an aggregate sales price of up to $50 million per program.

Presented in the following table are the transactions that$100 million. In 2015, CMS Energy entered into under the first program:

 

 

Number of

Average

Proceeds

 

 

 

Shares Issued

Price per Share

(In Millions)

 

June 2011

 

762,925

 

$

19.66

 

$

15

 

June 2012

 

650,235

 

23.07

 

15

 

March 2013

 

735,873

 

27.18

 

20

 

Total

 

2,149,033

 

$

23.27

 

$

50

 

In April 2013, CMS Energy entered into the second continuous equity offering program, but has not yet issued any equity under this program.888,610 shares of common stock at an average price of $33.76 per share, resulting in net proceeds of $30 million.

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Preferred Stock of Subsidiary: In July 2013, Consumers redeemed all of its $4.16 preferred stock at a redemption price of $103.25 per share, which represented an aggregate redemption price of $7 million paid to redeem 68,451 outstanding shares.

Presented in the following table are details about Consumers’ preferred stock outstanding:

 

 

 

 

Optional

 

Number of

 

Balance

 

 

 

 

Optional

 

Number of

 

Balance

 

 

 

 

Redemption

 

Shares

 

Outstanding

 

 

 

 

Redemption

 

Shares

 

Outstanding

 

 

Series

 

Price

 

Outstanding

 

(In Millions)

 

 

Series

 

Price

 

Outstanding

 

(In Millions)

 

December 31

 

 

 

 

 

 

 

 

 

2013

2012

 

 

 

 

 

 

 

 

2015

2014

 

Cumulative, $100 par value, authorized 7,500,000 shares, with no mandatory redemption

 

$

4.50 

 

$

110.00

 

373,148

 

$   37

$   37

 

 

$

4.50

 

$

110.00

 

373,148

 

$

37

$

37

 

 

 

4.16 

 

 

103.25

 

68,451

 

-

7

 

Total preferred stock of Consumers

 

 

 

 

 

 

 

 

 

$   37

$   44

 

 

5:6:FAIR VALUE MEASUREMENTS

 

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. When measuring fair value, CMS Energy and Consumers are required to incorporate all assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. A fair value hierarchy prioritizes inputs used to measure fair value according to their observability in the market. The three levels of the fair value hierarchy are as follows:

 

·                 Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

 

·                 Level 2 inputs are observable, market-based inputs, other than Level 1 prices. Level 2 inputs may include quoted prices for similar assets or liabilities in active markets, quoted prices in inactive markets, and inputs derived from or corroborated by observable market data.

 

·                 Level 3 inputs are unobservable inputs that reflect CMS Energy’s or Consumers’ own assumptions about how market participants would value their assets and liabilities.

 

To the extent possible, CMS Energy and Consumers use quoted market prices or other observable market pricing data in valuing assets and liabilities measured at fair value. If this information is unavailable, they use market-corroborated data or reasonable estimates about market participant assumptions. CMS Energy and Consumers classify fair value measurements within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement in its entirety.

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ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASISAssets and Liabilities Measured at Fair Value on a Recurring Basis

 

Presented in the following table are CMS Energy’s and Consumers’ assets and liabilities by level within the fair value hierarchy, recorded at fair value on a recurring basis:

 

 

 

In Millions

 

In Millions

 

December 31, 2013

 

December 31, 2012

 

CMS Energy, including Consumers

 

Consumers

 

 

 

Level

 

 

 

Level

 

Total

 

1

 

2

 

3

 

Total

 

1

 

2

 

3

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31

 

2015

 

2014

 

2015

 

2014

 

Assets1

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

87

 

$

87

 

$

-

 

$

-

 

$

53

 

$

53

 

$

-

 

$

-

 

$

158

 

$

110

 

$

-

 

$

19

 

Restricted cash equivalents

 

16

 

16

 

-

 

-

 

14

 

14

 

-

 

-

Nonqualified deferred compensation plan assets

 

6

 

6

 

-

 

-

 

5

 

5

 

-

 

-

DB SERP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

-

 

-

 

-

 

-

 

2

 

2

 

-

 

-

Mutual funds

 

136

 

136

 

-

 

-

 

126

 

126

 

-

 

-

Derivative instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commodity contracts

 

5

 

-

 

1

 

4

 

3

 

-

 

-

 

3

Total

 

$

250

 

$

245

 

$

1

 

$

4

 

$

203

 

$

200

 

$

-

 

$

3

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonqualified deferred compensation plan liabilities

 

$

6

 

$

6

 

$

-

 

$

-

 

$

5

 

$

5

 

$

-

 

$

-

Derivative instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commodity contracts

 

1

 

-

 

1

 

-

 

4

 

-

 

3

 

1

Total

 

$

7

 

$

6

 

$

1

 

$

-

 

$

9

 

$

5

 

$

3

 

$

1

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted cash equivalents

 

$

15

 

$

15

 

$

-

 

$

-

 

$

13

 

$

13

 

$

-

 

$

-

 

19

 

38

 

19

 

38

 

CMS Energy common stock

 

29

 

29

 

-

 

-

 

32

 

32

 

-

 

-

 

-

 

-

 

29

 

38

 

Nonqualified deferred compensation plan assets

 

4

 

4

 

-

 

-

 

4

 

4

 

-

 

-

 

10

 

8

 

7

 

6

 

DB SERP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

-

 

-

 

-

 

-

 

1

 

1

 

-

 

-

 

2

 

4

 

2

 

3

 

Mutual funds

 

95

 

95

 

-

 

-

 

85

 

85

 

-

 

-

 

146

 

127

 

104

 

90

 

Derivative instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commodity contracts

 

4

 

-

 

-

 

4

 

2

 

-

 

-

 

2

 

1

 

2

 

1

 

2

 

Total

 

$

147

 

$

143

 

$

-

 

$

4

 

$

137

 

$

135

 

$

-

 

$

2

 

$

336

 

$

289

 

$

162

 

$

196

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities1

 

 

 

 

 

 

 

 

 

Nonqualified deferred compensation plan liabilities

 

$

4

 

$

4

 

$

-

 

$

-

 

$

4

 

$

4

 

$

-

 

$

-

 

$

10

 

$

8

 

$

7

 

$

6

 

Derivative instruments

 

 

 

 

 

 

 

 

 

Commodity contracts

 

-

 

1

 

-

 

1

 

Total

 

$

4

 

$

4

 

$

-

 

$

-

 

$

4

 

$

4

 

$

-

 

$

-

 

$

10

 

$

9

 

$

7

 

$

7

 

1                   All assets and liabilities were classified as Level 1 with the exception of some commodity contracts, which were classified as Level 3 and which were insignificant at December 31, 2015 and 2014.

 

Cash Equivalents: Cash equivalents and restricted cash equivalents consist of money market funds with daily liquidity.  Short-term debt instruments classified as restricted cash equivalents on the consolidated balance sheets are not included since they are recorded at amortized cost.

 

Nonqualified Deferred Compensation Plan Assets and Liabilities: The nonqualified deferred compensation plan assets consist of mutual funds, which are valued using the daily quoted NAVs that are publicly available and are the basis for transactions to buy or sell shares in each fund. CMS Energy and Consumers value their nonqualified deferred compensation plan liabilities based on the fair values of the plan assets, as they reflect what is owed to the plan participants in accordance with their investment

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elections. CMS Energy and Consumers report the assets in other non-current assets and the liabilities in other non-current liabilities on their consolidated balance sheets.

 

DB SERP Assets: CMS Energy and Consumers value their DB SERP assets using a market approach that incorporates quoted market prices. The DB SERP cash equivalents consist of a money market fund with daily liquidity. The DB SERP invests in mutual funds that hold primarily fixed-income instruments of varying maturities. In order to meet their investment objectives, the funds hold investment-grade debt securities, and may invest a portion of their assets in high-yield securities, foreign debt, and derivative instruments. CMS Energy and Consumers value these funds using the daily quoted NAVs that are publicly available and are the basis for transactions to buy or sell shares in each fund. CMS Energy and Consumers report their DB SERP assets in other non-current assets on their consolidated balance sheets. For additional details about DB SERP securities, see Note 6,7, Financial Instruments.

 

Derivative Instruments: CMS Energy and Consumers value their derivative instruments using either a market approach that incorporates information from market transactions, or an income approach that discounts future expected cash flows to a present value amount. CMS Energy values its exchange-traded

derivative contracts based on Level 1 quoted pricesprices. CMS Energy’s and values otherConsumers’ remaining derivatives using Level 2 inputs, including commodity forward prices and credit risk factors.  CMS Energy and Consumers haveare classified certain derivatives as Level 3 since the fair value measurements incorporate assumptions that cannot be observed or confirmed through market transactions.

 

The most significantmajority of derivatives classified as Level 3 are FTRs held by Consumers. Due to the lack of quoted pricing information, Consumers determines the fair value of its FTRs based on Consumers’ average historical settlements.

 

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS USING SIGNIFICANT LEVEL Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Level 3INPUTS Inputs

 

Presented in the following table are reconciliations of changes in the fair values of Level 3 assets and liabilities at CMS Energy and Consumers:

 

 

 

 

 

In Millions

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

2

 

$

(2

)

$

(3

)

 

$

1

 

$

4

 

$

2

 

Total gains included in earnings1

 

-

 

3

 

2

 

Total gains offset through regulatory accounting

 

3

 

6

 

2

 

Purchases

 

-

 

1

 

1

 

Sales

 

-

 

-

 

(4

)

Settlements

 

(1

)

(6

)

-

 

Balance at end of period

 

$

4

 

$

2

 

$

(2

)

Unrealized gains (losses) included in earnings relating to assets and liabilities still held at end of period1

 

$

(1

)

$

2

 

$

2

 

Consumers

 

 

 

 

 

 

 

Balance at beginning of period

 

$

2

 

$

2

 

$

1

 

Total gains offset through regulatory accounting

 

3

 

6

 

2

 

Total losses included in earnings1

 

(1

)

-

 

-

 

Total gains (losses) offset through regulatory accounting

 

2

 

(15

)

3

 

Purchases

 

-

 

1

 

1

 

 

1

 

(1

)

-

 

Settlements

 

(1

)

(7

)

(2

)

 

(2

)

13

 

(1

)

Balance at end of period

 

$

4

 

$

2

 

$

2

 

 

$

1

 

$

1

 

$

4

 

Unrealized losses included in earnings relating to assets and liabilities still held at end of period1

 

$

-

 

$

-

 

$

(1

)

Consumers

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1

 

$

4

 

$

2

 

Total gains (losses) offset through regulatory accounting

 

2

 

(15

)

3

 

Purchases

 

-

 

(1

)

-

 

Settlements

 

(2

)

13

 

(1

)

Balance at end of period

 

$

1

 

$

1

 

$

4

 

 

1                   CMS Energy records realized and unrealized gains and losses for Level 3 recurring fair value measurements in earnings as a component of operating revenue or maintenancepurchased and other operating expensesinterchange power on its consolidated statements of income.

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6:7:FINANCIAL INSTRUMENTS

 

Presented in the following table are the carrying amounts and fair values, by level within the fair value hierarchy, of CMS Energy’s and Consumers’ financial instruments that are not recorded at fair value. The table does not include information on cash, cash equivalents, short-term accounts and notes receivable, short-term investments, and current liabilities since the carrying amounts of these items approximate their fair values because of their short-term nature. For information about assets and liabilities recorded at fair value and for additional details regarding the fair value hierarchy, see Note 5,6, Fair Value Measurements.

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

December 31, 2013

 

December 31, 2012

 

December 31, 2015

 

December 31, 2014

 

 

 

Fair Value

 

 

 

Fair Value

 

 

 

Fair Value

 

 

 

Fair Value

 

Carrying

 

 

 

Level

 

Carrying

 

 

 

Level

 

Carrying

 

 

 

Level

 

Carrying

 

 

 

Level

 

Amount

 

Total

 

1

 

2

 

3

 

Amount

 

Total

 

1

 

2

 

3

 

Amount

 

Total

 

1

 

2

 

3

 

Amount

 

Total

 

1

 

2

 

3

CMS Energy, including Consumers

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities held to maturity

 

$       10

 

$

10

 

$

-

 

$

10

 

$

-

 

$

9

 

$

10

 

$

-

 

$

10

 

$

-

 

$        11

 

$

11

 

$

-

 

$

11

 

$

-

 

$

11

 

$

11

 

$

-

 

$

11

 

$

-

Notes receivable1

 

683

 

724

 

-

 

-

 

724

 

544

 

581

 

-

 

-

 

581

Long-term debt2

 

7,642

 

8,368

 

-

 

7,406

 

962

 

7,229

 

8,347

 

-

 

7,321

 

1,026

Notes payable1

 

14

 

14

 

-

 

-

 

14

 

-

 

-

 

-

 

-

 

-

Notes receivable2

 

1,161

 

1,228

 

-

 

-

 

1,228

 

938

 

995

 

-

 

-

 

995

Long-term debt3

 

9,125

 

9,599

 

-

 

8,648

 

951

 

8,535

 

9,285

 

-

 

8,252

 

1,033

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt3

 

$  4,622

 

$

4,940

 

$

-

 

$

3,978

 

$

962

 

$

4,338

 

$

5,015

 

$

-

 

$

3,989

 

$

1,026

Long-term debt4

 

$  5,404

 

$

5,684

 

$

-

 

$

4,733

 

$

951

 

$

5,278

 

$

5,749

 

$

-

 

$

4,716

 

$

1,033

 

1                   Includes current portion of notes payable of $1 million at December 31, 2015.

2Includes current portion of notes receivable of $48$144 million at December 31, 20132015 and $40$138 million at December 31, 2012.2014.

 

2    3Includes current portion of long-term debt of $541$684 million at December 31, 20132015 and $519 million at December 31, 2012.2014.

 

3    4Includes current portion of long-term debt of $43$198 million at December 31, 20132015 and $41$124 million at December 31, 2012.2014.

 

Notes receivable consist of EnerBank’s fixed-rate installment loans. EnerBank estimates the fair value of these loans using a discounted cash flows technique that incorporates market interest rates as well as assumptions about the remaining life of the loans and credit risk.

 

CMS Energy and Consumers estimate the fair value of their long-term debt using quoted prices from market trades of the debt, if available. In the absence of quoted prices, CMS Energy and Consumers calculate market yields and prices for the debt using a matrix method that incorporates market data for similarly rated debt. Depending on the information available, other valuation techniques and models may be used that rely on assumptions that cannot be observed or confirmed through market transactions.  CMS Energy includes the value of the conversion features in estimating the fair value of its convertible debt, and incorporates, as appropriate, information on the market prices of CMS Energy common stock.

 

The effects of third-party credit enhancements are excluded from the fair value measurements of long-term debt. At December 31, 20132015 and December 31, 2012,2014, CMS Energy’s long-term debt included $103 million principal amount that was supported by third-party credit enhancements. This entire principal amount was at Consumers.

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Presented in the following table are CMS Energy’s and Consumers’ investment securities classified as available for sale or held to maturity:

 

In Millions

In Millions

In Millions

December 31, 2013

 

December 31, 2012

December 31, 2015

 

December 31, 2014

 

Unrealized

Unrealized

Fair

 

 

Unrealized

Unrealized

Fair

 

Unrealized

Unrealized

Fair

 

 

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

 

Cost

Gains

Losses

Value

Cost

Gains

Losses

Value

 

Cost

Gains

Losses

Value

CMS Energy, including Consumers

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DB SERP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

136

 

$

-

 

$

-

 

$

136

 

 

$

123

 

$

3

 

$

-

 

$

126

 

$

152

 

$

-

 

$

6

 

$

146

 

 

$

129

 

$

-

 

$

2

 

$

127

Held to maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities

 

10

 

 -

 

 -

 

10

 

 

 9

 

 1

 

 -

 

 10

 

11

 

-

 

-

 

11

 

 

11

 

-

 

-

 

11

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DB SERP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

95

 

$

-

 

$

-

 

$

95

 

 

$

 83

 

$

2

 

$

-

 

$

85

 

$

108

 

$

-

 

$

4

 

$

104

 

 

$

92

 

$

-

 

$

2

 

$

90

CMS Energy common stock

 

 5

 

 24

 

 -

 

29

 

 

 6

 

 26

 

 -

 

 32

 

4

 

25

 

-

 

29

 

 

5

 

33

 

-

 

38

 

The mutual funds classified as available for sale hold primarily fixed-income instruments of varying maturities.  During the year ended December 31, 2013, CMS Energy contributed $16 million to the DB SERP, which included a contribution of $13 million by Consumers.  The contributions were used to acquire additional shares in the mutual funds. Debt securities classified as held to maturity consist primarily of mortgage-backed securities and Utah Housing Corporation bonds held by EnerBank.

 

Presented in the following table is a summary of the sales activity for CMS Energy’s and Consumers’ investment securities:

 

 

 

 

In Millions

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sales of investment securities

 

     $

3

 

    $

3

 

    $

29

 

 

     $

3

 

    $

8

 

    $

3

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sales of investment securities

 

     $

2

 

    $

2

 

    $

19

 

 

     $

2

 

    $

6

 

    $

2

 

 

The sales proceeds for all periods represent sales of investments that were held within the DB SERP and classified as available for sale. Realized gains and losses on the sales were not significantinsignificant for either CMS Energy orand Consumers during each period.  In 2011, CMS Energy and Consumers sold their DB SERP investments in state and municipal bonds, and reinvested the proceeds in mutual funds that hold fixed-income instruments of varying maturities.

 

Consumers recognized gains of $4$9 million in 2013, $5 million in 2012,2015 and $4 million in 20112013 from transferring shares of CMS Energy common stock to a related charitable foundation. The gains reflected the excess of fair value over cost of the stock donated and were includedrecorded in other income on Consumers’ consolidated statements of income. The gains were eliminated on CMS Energy’s consolidated statements of income.

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7:8:NOTES RECEIVABLE

 

Presented in the following table are details of CMS Energy’s and Consumers’ current and non-current notes receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

In Millions

 

In Millions

 

December 31, 2013

December 31, 2012

 

December 31

2015

2014

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

EnerBank notes receivable, net of allowance for loan losses

$

48

$

40

 

$

128

$

97

 

EnerBank notes receivable held for sale

 

16

 

41

 

Other

 

15

 

1

 

 

-

 

1

 

Non-current

 

 

 

 

 

 

 

 

 

 

EnerBank notes receivable, net of allowance for loan losses

 

635

 

504

 

Other

 

-

 

16

 

Total notes receivable

$

698

$

561

 

Consumers

 

 

 

 

 

Current

 

 

 

 

 

Other

$

 14

$

-

 

Non-current

 

 

 

 

 

Other

 

-

 

16

 

EnerBank notes receivable

 

1,017

 

800

 

Total notes receivable

$

 14

$

16

 

$

1,161

$

939

 

 

EnerBank notes receivable are unsecured consumer installment loans for financing home improvements. EnerBank records its notes receivable at cost, less allowance for loan losses. In May 2015, EnerBank completed a sale of notes receivable, receiving proceeds of $48 million and recording an insignificant gain. At December 31, 2015, $16 million of notes receivable were classified as held for sale; the fair value of notes receivable held for sale exceeded their carrying value. These notes are expected to be sold in 2016.

 

The allowance for loan losses is a valuation allowance to reflect estimated credit losses. The allowance is increased by the provision for loan losses and decreased by loan charge-offs net of recoveries. Management estimates the allowance balance required by taking into consideration historical loan loss experience, the nature and volume of the portfolio, economic conditions, and other factors. Loan losses are charged against the allowance when the loss is confirmed, but no later than the point at which a loan becomes 120 days past due.

 

Presented in the following table are the changes in the allowance for loan losses:

 

 

In Millions

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

 

2015

 

2014

 

Balance at beginning of period

 

      $

5

 

      $

5

 

 

      $

 8

 

      $

5

 

Charge-offs

 

(5

)

(5

)

 

(8

)

(6

)

Recoveries

 

1

 

1

 

 

1

 

1

 

Provision for loan losses

 

4

 

4

 

 

8

 

8

 

Balance at end of period

 

      $

5

 

      $

5

 

 

      $

9

 

      $

8

 

 

Loans that are 30 days or more past due are considered delinquent. The balance of EnerBank’s delinquent consumer loans was $4$8 million at December 31, 2013,2015 and $3$5 million at December 31, 2012.2014.

 

At December 31, 20132015 and December 31, 2012,2014, $1 million of EnerBank’s loans had been modified as troubled debt restructurings.

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8:9:     ��      PLANT, PROPERTY, AND EQUIPMENT

 

Presented in the following table are details of CMS Energy’s and Consumers’ plant, property, and equipment:

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

Estimated
Depreciable
Life in Years

 

2013

 

2012

 

December 31

 

Estimated
Depreciable
Life in Years

 

2015

 

2014

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Generation

 

22

-

125

 

$

3,992

 

$

4,254

 

 

 22

-

125

 

$

 4,925

 

$

 4,544

 

Distribution

 

23

-

75

 

6,140

 

5,831

 

 

 20

-

75

 

 6,809

 

 6,487

 

Other

 

5

-

50

 

770

 

677

 

 

5

-

50

 

 1,039

 

 910

 

Assets under capital leases and other arrangements

 

 

 

 

 

284

 

279

 

Assets under capital leases and financing obligation

 

 

 

 

 

 286

 

 289

 

Gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution

 

28

-

80

 

3,015

 

2,861

 

 

 28

-

80

 

 3,497

 

 3,239

 

Transmission

 

17

-

75

 

821

 

770

 

 

 17

-

75

 

 981

 

 974

 

Underground storage facilities1

 

29

-

65

 

535

 

339

 

 

 29

-

65

 

 601

 

 578

 

Other

 

5

-

50

 

465

 

424

 

 

5

-

50

 

 630

 

 538

 

Capital leases

 

 

 

 

 

7

 

6

 

 

 

 

 

 

 14

 

 6

 

Enterprises

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Independent power production

 

3

-

30

 

89

 

89

 

 

 3

-

30

 

 95

 

 90

 

Other

 

3

-

40

 

26

 

24

 

 

 3

-

40

 

 25

 

 25

 

Other

 

1

-

51

 

40

 

38

 

 

 2

-

51

 

 41

 

 41

 

Construction work in progress

 

 

 

 

 

1,149

 

1,080

 

 

 

 

 

 

 1,509

 

 1,106

 

Less accumulated depreciation and amortization

 

 

 

 

 

(5,087

)

(5,121

)

 

 

 

 

 

 (5,747

)

 (5,415

)

Net plant, property, and equipment2

 

 

 

 

 

$

12,246

 

$

11,551

 

 

 

 

 

 

$

 14,705

 

$

 13,412

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Generation

 

22

-

125

 

$

3,992

 

$

4,254

 

 

 22

-

125

 

$

 4,925

 

$

 4,544

 

Distribution

 

23

-

75

 

6,140

 

5,831

 

 

 20

-

75

 

 6,809

 

 6,487

 

Other

 

5

-

50

 

770

 

677

 

 

5

-

50

 

 1,039

 

 910

 

Assets under capital leases and other arrangements

 

 

 

 

 

284

 

279

 

Assets under capital leases and financing obligation

 

 

 

 

 

 286

 

 289

 

Gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution

 

28

-

80

 

3,015

 

2,861

 

 

 28

-

80

 

 3,497

 

 3,239

 

Transmission

 

17

-

75

 

821

 

770

 

 

 17

-

75

 

 981

 

 974

 

Underground storage facilities1

 

29

-

65

 

535

 

339

 

 

 29

-

65

 

 601

 

 578

 

Other

 

5

-

50

 

465

 

424

 

 

5

-

50

 

 630

 

 538

 

Capital leases

 

 

 

 

 

7

 

6

 

 

 

 

 

 

 14

 

 6

 

Other non-utility property

 

8

-

51

 

15

 

15

 

 

8

-

51

 

 15

 

 15

 

Construction work in progress

 

 

 

 

 

1,147

 

1,080

 

 

 

 

 

 

 1,467

 

 1,103

 

Less accumulated depreciation and amortization

 

 

 

 

 

(5,022

)

(5,061

)

 

 

 

 

 

 (5,676

)

 (5,346

)

Net plant, property, and equipment2

 

 

 

 

 

$

12,169

 

$

11,475

 

 

 

 

 

 

$

 14,588

 

$

 13,337

 

 

1                   Underground storage includes base natural gas of $26 million at December 31, 20132015 and 2012.2014. Base natural gas is not subject to depreciation.

 

2                   For the year ended December 31, 2013,2015, utility plant additions were $1.3$1.4 billion and utility plant retirements were $156$187 million. Subject to a successful Securitization transaction, Consumers plans to retire seven smaller coal-fueled electric generating units and three smaller gas-fueled electric generating units by April 2016.  Accordingly, Consumers removed the net book value of the ten units from plant, property, and equipment and recorded this amount as a regulatory asset at December 31, 2013.  As a result, net plant, property, and equipment decreased by $362 million.  For additional details, see Note 2, Regulatory Matters.

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For the year ended December 31, 2012,2014, utility plant additions were $999 million$1.6 billion and utility plant retirements were $168$126 million.

 

Presented in the following table is further detail on changes in Consumers’ assets under capital leases and other arrangements:

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

Consumers

 

 

 

 

 

Balance at beginning of period

 

$

285

 

$

280

 

Additions

 

12

 

9

 

Net retirements and other adjustments

 

(6

)

(4

)

Balance at end of period

 

$

291

 

$

285

 

Assets under capital leases and other arrangements are presented as gross amounts.  Accumulated amortization of assets under capital leases and other arrangements was $124 million at December 31, 2013 and $108 million at December 31, 2012 for Consumers.

Presented in the following table is further detail on CMS Energy’s and Consumers’ accumulated depreciation and amortization:

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

CMS Energy, including Consumers

 

 

 

 

 

Utility plant assets

 

   $

5,021

 

   $

5,060

 

Non-utility plant assets

 

66

 

61

 

Consumers

 

 

 

 

 

Utility plant assets

 

   $

5,021

 

   $

5,060

 

Non-utility plant assets

 

1

 

1

 

Maintenance and Depreciation:Capitalization: CMS Energy and Consumers record property repairs and minor property replacement as maintenance expense.  CMS Energy and Consumers record planned major maintenance activities as operating expense unless the cost represents the acquisition of additional long-lived assets or the replacement of an existing long-lived asset.

Consumers depreciates utility property on an asset-group basis, in which it applies a single MPSC-approved depreciation rate to the gross investment in a particular class of property within the electric and gas segments.  Consumers performs depreciation studies periodically to determine appropriate group lives.  Presented in the following table are the composite depreciation rates for Consumers’ segment properties:

 

 

 

 

 

 

 

 

Years Ended December 31

 

2013

 

2012

 

2011

 

Electric utility property

 

3.5

 %

3.2

 %

3.0

 %

Gas utility property

 

2.8

 %

2.9

 %

2.9

 %

Other property

 

7.0

 %

7.2

 %

7.4

 %

CMS Energy and Consumers record plant, property, and equipment at original cost when placed into service. The cost includes labor, material, applicable taxes, overhead such as pension and

other benefits, and AFUDC, if applicable. Consumers’ plant, property, and equipment is generally recoverable through its general rate making process.  For additional details, see Note 2, Regulatory Matters.

 

WhenWith the exception of utility property isfor which the remaining book value has been securitized, mothballed theutility property stays in rate base and continues to be depreciated at the same rate as before the mothball period. When utility property is retired or otherwise disposed of in the

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ordinary course of business, Consumers records the original cost to accumulated depreciation, along with associated cost of removal, net of salvage. CMS Energy and Consumers recognize gains or losses on the retirement or disposal of non-regulated assets in income. Consumers records cost of removal collected from customers, but not spent, as a regulatory liability.

 

Software: CMS Energy and Consumers capitalize the costs to purchase and develop internal-use computer software. These costs are expensed evenly over the estimated useful life of the internal-use computer software. If computer software is integral to computer hardware, then its cost is capitalized and depreciated with the hardware.

AFUDC: Consumers capitalizes AFUDC on regulated major construction projects, except pollution control facilities on its fossil-fuel-fired power plants. AFUDC represents the estimated cost of debt and authorized return-on-equity funds used to finance construction additions. Consumers records the offsetting credit as a reduction of interest for the amount representing the borrowed funds component and as other income for the equity funds component on the consolidated statements of income. When construction is completed and the property is placed in service, Consumers depreciates and recovers the capitalized AFUDC from customers over the life of the related asset. Presented in the following table are Consumers’ composite AFUDC capitalization rates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31

 

2013

 

 2012

 

 2011

 

 

 2015

 

 2014

 

 2013

 

AFUDC capitalization rate

 

7.3

%

 7.3

%

 7.6

%

 

 7.1

%

 7.2

%

 7.3

%

Electric Plant Purchase: In December 2015, Consumers completed the purchase of a 540-MW natural gas-fueled electric generating plant located in Jackson, Michigan for $155 million from AlphaGen Power LLC and DPC Juniper, LLC, affiliates of JPMorgan Chase & Co. Consumers purchased the plant to help address its future capacity requirements.

Consumers accounted for the purchase as a business combination and prepared a valuation analysis of the assets acquired and liabilities assumed to determine their fair values. The cash consideration of $155 million was allocated based on the underlying fair values of the assets acquired, which were primarily plant, property, and equipment, and the liabilities assumed. No goodwill was recorded as a result of this purchase. The pro forma results of operations have not been presented, as the effects of the acquisition would not have been material to CMS Energy’s or Consumers’ consolidated results of operations in 2015.

Assets Under Capital Leases and Financing Obligation: Presented in the following table are further details about changes in Consumers’ assets under capital leases and financing obligation:

 

 

In Millions

 

Years Ended December 31

 

2015

 

2014

 

Consumers

 

 

 

 

 

Balance at beginning of period

 

$

 295

 

$

291

 

Additions

 

17

 

7

 

Net retirements and other adjustments

 

(12

)

(3

)

Balance at end of period

 

$

300

 

$

295

 

Assets under capital leases and financing obligation are presented as gross amounts. Accumulated amortization of assets under capital leases and financing obligation was $152 million at December 31, 2015 and $143 million at December 31, 2014 for Consumers.

Depreciation and Amortization: Presented in the following table are further details about CMS Energy’s and Consumers’ accumulated depreciation and amortization:

 

 

 

 

In Millions

 

December 31

 

2015

 

2014

 

CMS Energy, including Consumers

 

 

 

 

 

Utility plant assets

 

   $

 5,674

 

   $

 5,345

 

Non-utility plant assets

 

 73

 

 70

 

Consumers

 

 

 

 

 

Utility plant assets

 

   $

 5,674

 

   $

 5,345

 

Non-utility plant assets

 

2

 

1

 

Consumers depreciates utility property on an asset-group basis, in which it applies a single MPSC-approved depreciation rate to the gross investment in a particular class of property within the electric and gas segments. Consumers performs depreciation studies periodically to determine appropriate group lives. Presented in the following table are the composite depreciation rates for Consumers’ segment properties:

 

 

 

 

 

 

 

 

Years Ended December 31

 

2015

 

2014

 

2013

 

Electric utility property

 

 3.5

 %

 3.5

 %

 3.5

 %

Gas utility property

 

 2.8

 

 2.8

 

 2.8

 

Other property

 

 8.7

 

 7.7

 

 7.0

 

 

CMS Energy and Consumers capitalizerecord property repairs and minor property replacement as maintenance expense. CMS Energy and Consumers record planned major maintenance activities as operating expense unless the purchasecost represents the acquisition of additional long-lived assets or the replacement of an existing long-lived asset.

Presented in the following table are the components of CMS Energy’s and development of internal-use computer software.  These costs are expensed evenlyConsumers’ depreciation and amortization expense:

 

 

In Millions

 

Years Ended December 31

 

 2015

 

 2014

 

 2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Depreciation expense – plant, property, and equipment

 

$

591

 

$

551

 

$

516

 

Amortization expense

 

 

 

 

 

 

 

Software

 

70

 

50

 

40

 

Other intangible assets

 

4

 

4

 

3

 

Securitized regulatory assets

 

83

 

75

 

63

 

Other regulatory assets

 

2

 

5

 

6

 

Total depreciation and amortization expense

 

$

750

 

$

685

 

$

628

 

Consumers

 

 

 

 

 

 

 

Depreciation expense – plant, property, and equipment

 

$

586

 

$

546

 

$

511

 

Amortization expense

 

 

 

 

 

 

 

Software

 

69

 

49

 

39

 

Other intangible assets

 

4

 

3

 

3

 

Securitized regulatory assets

 

83

 

75

 

63

 

Other regulatory assets

 

2

 

5

 

6

 

Total depreciation and amortization expense

 

$

744

 

$

678

 

$

622

 

Amortization expense on intangible assets is expected to range between $84 million and $110 million per year over the estimated useful life of the internal-use computer software.  If computer software is integral to computer hardware, then its cost is capitalized and depreciated with the hardware.  The types of costs capitalized are consistent for all periods presented by the financial statements.next five years.

 

Intangible Assets: Included in net plant, property, and equipment are intangible assets. Presented in the following table are details about CMS Energy’s and Consumers’ intangible assets:

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

 

 

 

 

2013

 

2012

 

 

 

 

 

 

December 31, 2015

 

December 31, 2014

 

Description

 

Amortization Life in years

 

Gross Cost1

 

Accumulated Amortization

 

Gross Cost1

 

Accumulated Amortization

 

 

Amortization Life in Years

 

Gross Cost1

 

Accumulated Amortization

 

Gross Cost1

 

Accumulated Amortization

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software development

 

3

-

15

 

     $

508

 

       $

174

 

       $

466

 

         $

172

 

 

 2

-

 15

 

     $

 734

 

       $

294

 

       $

596

 

         $

223

 

Plant acquisition adjustments

 

40

-

46

 

216

 

32

 

214

 

27

 

Rights of way

 

50

-

75

 

135

 

42

 

130

 

40

 

 

 50

-

 75

 

153

 

46

 

150

 

44

 

Franchises and consents

 

 5

-

 30

 

15

 

8

 

15

 

8

 

Leasehold improvements

 

various2

 

14

 

11

 

13

 

10

 

 

various2

 

7

 

5

 

5

 

4

 

Franchises and consents

 

5

-

30

 

15

 

7

 

14

 

6

 

Other intangibles

 

various

 

21

 

14

 

18

 

14

 

 

various

 

21

 

15

 

21

 

 14

 

Total

 

 

 

 

 

     $

909

 

       $

280

 

       $

855

 

         $

269

 

 

 

 

 

 

     $

930

 

       $

368

 

       $

787

 

         $

293

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software development

 

3

-

15

 

     $

506

 

       $

173

 

       $

464

 

         $

172

 

 

 3

-

 15

 

     $

729

 

       $

291

 

       $

594

 

         $

221

 

Plant acquisition adjustments

 

40

-

46

 

216

 

32

 

214

 

27

 

Rights of way

 

50

-

75

 

135

 

42

 

130

 

40

 

 

 50

-

 75

 

153

 

46

 

150

 

44

 

Franchises and consents

 

 5

-

 30

 

15

 

8

 

15

 

8

 

Leasehold improvements

 

various2

 

14

 

11

 

13

 

10

 

 

various2

 

7

 

5

 

5

 

4

 

Franchises and consents

 

5

-

30

 

15

 

7

 

14

 

6

 

Other intangibles

 

various

 

20

 

14

 

18

 

14

 

 

various

 

 21

 

15

 

21

 

14

 

Total

 

 

 

 

 

     $

906

 

       $

279

 

       $

853

 

         $

269

 

 

 

 

 

 

     $

925

 

       $

365

 

       $

785

 

         $

291

 

 

1Net intangible asset additions for Consumers’ utility plant were $53$140 million during 20132015 and $108$96 million during 20122014 and primarily represented software development costs.

 

2Leasehold improvements are amortized over the life of the lease, which may change whenever the lease is renewed or extended.

 

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Presented in the following table is CMS Energy’s and Consumers’ amortization expense related to intangible assets:

 

 

 

 

 

 

 

 

In Millions

 

 

 

CMS Energy, including Consumers

 

Consumers

 

Years Ended December 31

 

Total
Amortization
Expense

 

Software
Amortization
Expense

 

Total
Amortization
Expense

 

Software
Amortization
Expense

 

2013

 

                  $

48

 

                  $

39

 

                  $

47

 

                $

39

 

2012

 

39

 

31

 

38

 

30

 

2011

 

32

 

24

 

32

 

24

 

Amortization of intangible assets is expected to range between $54 million and $73 million per year over the next five years.

JOINTLYOWNEDREGULATEDUTILITYFACILITIESJointly Owned Regulated Utility Facilities

 

Presented in the following table are Consumers’ investments in jointly owned regulated utility facilities at December 31, 2013:2015:

 

 

In Millions, Except Ownership Share

 

 

In Millions, Except Ownership Share

 

 

J.H. Campbell Unit 3

 

Ludington

 

Distribution

 

 

J.H. Campbell Unit 3

 

Ludington

 

Distribution

 

Ownership share

 

93.3

  %

51.0

  %

various

 

 

93.3

  %

51.0

  %

various

 

Utility plant in service

 

               $

1,073

 

           $

193

 

       $

190

 

 

               $

 1,078

 

           $

 245

 

       $

200

 

Accumulated depreciation

 

(456

)

(152

)

(59

)

 

 (542

)

 (151

)

 (63

)

Construction work-in-progress

 

81

 

71

 

2

 

Construction work in progress

 

 494

 

 157

 

4

 

Net investment

 

               $

698

 

           $

112

 

       $

133

 

 

               $

 1,030

 

           $

 251

 

       $

141

 

 

Consumers includes its share of the direct expenses of the jointly owned plants in operating expenses. Consumers shares operation, maintenance, and other expenses of these jointly owned utility facilities in proportion to each participant’s undivided ownership interest. Consumers is required to provide only its share of financing for the jointly owned utility facilities.

9:10:LEASES

 

CMS Energy and Consumers lease various assets, including railcars, service vehicles, gas pipeline capacity, and buildings. In addition, CMS Energy and Consumers account for a number of their PPAs as capital and operating leases.

 

Operating leases for coal-carrying railcars have original lease terms which rangeranging from threeone to 15 years, expiring without extension provisions over the next ten years and with extension provisions over the next 1311 years. These leases contain fair market value extension and buyout provisions, with some providing for predetermined extension period rentals.provisions. Capital leases for Consumers’ vehicle fleet operations have a maximum term of 120 months with some having end-of-lease rental adjustment clauses based on the proceeds received from the sale or disposition of the vehicles, and others having fixed percentage purchase options.

 

Consumers has capital leases for gas transportation pipelines to the D.E. Karn generating complex and Zeeland. The capital lease for the gas transportation pipeline into the D.E. Karn generating complex has a term of 15 years with a provision to extend the contract from month to month. The remaining term of the contract was eightsix years at December 31, 2013.2015. The capital lease for the gas transportation pipeline to Zeeland was extended in 2012 for five years pursuant to the renewal provision at the end of the contract.  At December 31, 2013, the remaininghas a term of the contract was fourfive years with a renewal provision of an

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additional five years at the end of the contract. The remaining term of the contract was two years at December 31, 2015. The remaining terms of Consumers’ long-term PPAs accounted for as leases range between twoone and 1917 years. Most of these PPAs contain provisions at the end of the initial contract terms to renew the agreements annually.

 

Presented in the following table are Consumers’ minimum lease expense and contingent rental expense. For each of the years ended December 31, 2013, 2012,2015, 2014, and 2011,2013, all of CMS Energy’s minimum lease expense and contingent rental expense were attributable to Consumers.

 

 

 

 

In Millions

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum operating lease expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PPAs

 

       $

6

 

        $

6

 

        $

10

 

 

       $

6

 

        $

6

 

        $

6

 

Other agreements

 

21

 

23

 

22

 

 

 19

 

19

 

21

 

Contingent rental expense1

 

77

 

33

 

11

 

 

 82

 

85

 

77

 

 

1                   Contingent rental expense is related to capital and operating lease PPAs and is based on delivery of energy and capacity in excess of minimum lease payments.

 

Consumers is authorized by the MPSC to record operating lease payments as operating expense and recover the total cost from customers.

Presented in the following table are the minimum annual rental commitments under Consumers’ non-cancelable leases at December 31, 2013.2015. All of CMS Energy’s non-cancelable leases at December 31, 20132015 were attributable to Consumers.

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

In Millions

 

 

Capital Leases

 

Financing1

 

 

Operating Leases

 

 

Capital Leases

 

Financing1

 

 

Operating Leases

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

             $

14

 

          $

19

 

 

                 $

26

 

2015

 

14

 

18

 

 

25

 

2016

 

11

 

17

 

 

20

 

 

             $

 14

 

          $

 17

 

 

                 $

 20

 

2017

 

10

 

17

 

 

20

 

 

 14

 

 17

 

 

 19

 

2018

 

10

 

16

 

 

17

 

 

 13

 

 16

 

 

 16

 

2019 and thereafter

 

31

 

46

 

 

56

 

2019

 

 13

 

 15

 

 

 10

 

2020

 

 11

 

 14

 

 

 10

 

2021 and thereafter

 

 36

 

 17

 

 

 29

 

Total minimum lease payments

 

             $

90

 

          $

133

 

 

                 $

164

 

 

             $

 101

 

          $

 96

 

 

                 $

104

 

Less imputed interest

 

39

 

25

 

 

 

 

 

 43

 

 14

 

 

 

 

Present value of net minimum lease payments

 

             $

51

 

          $

108

 

 

 

 

 

             $

 58

 

          $

 82

 

 

 

 

Less current portion

 

8

 

13

 

 

 

 

 

9

 

13

 

 

 

 

Non-current portion

 

             $

43

 

          $

95

 

 

 

 

 

             $

49

 

          $

69

 

 

 

 

 

1In 2007, Consumers sold Palisades to Entergy and entered into a 15-year PPA to buy all of the capacity and energy then capable of being produced by Palisades. Consumers has continuing involvement with Palisades through security provided to Entergy for Consumers’ PPA obligation and other arrangements. Because of these ongoing arrangements, Consumers accounted for the transaction as a financing of Palisades and not a sale. Accordingly, no gain on the sale of Palisades was recognized on the consolidated statements of income. Consumers accounted for the remaining non-real-estate assets and liabilities associated with the transaction as a sale.

 

Palisades remains on Consumers’ consolidated balance sheets and Consumers continues to depreciate it. Consumers recorded the related proceeds as a financefinancing obligation with payments recorded to interest expense and the financefinancing obligation based on the amortization of the obligation over the life of the Palisades PPA. The value of the financefinancing obligation was determined based on an allocation of the transaction proceeds to the fair values of the net assets sold and fair value of the plant asset under the financing. Total amortization and interest

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charges under the financing were $20 million for each of the years ended December 31, 2013 and December 31, 2012 and $21$18 million for the year ended December 31, 2011.2015, $19 million for the year ended December 31, 2014, and $20 million for the year ended December 31, 2013.

 

10:11:ASSET RETIREMENT OBLIGATIONS

 

CMS Energy and Consumers record the fair value of the cost to remove assets at the end of their useful lives, if there is a legal obligation to remove them. No market risk premiums were included in CMS Energy’s and Consumers’ ARO fair value estimates since reasonable estimates could not be made.  If a five percent market risk premium were assumed, CMS Energy’s and Consumers’ ARO liabilities would be $16 million higher at December 31, 2013 and December 31, 2012.  In 2012, Consumers updated the ARO for coal ash disposal areas to reflect a revised estimate of future obligations and recorded the initial estimate for the Lake Winds® Energy Park ARO.

If a reasonable estimate of fair value cannot be made in the period in which the ARO is incurred, such as for assets with indeterminate lives, the liability is recognized when a reasonable estimate of fair value can be made. CMS Energy and Consumers have not recorded liabilities for assets that have insignificant cumulative disposal costs, such as substation batteries.

 

In 2015, Consumers increased its ARO liability for coal ash disposal areas. The increase was attributable to proposed changes in state regulations based on the EPA’s final rule regarding CCRs, which provided Consumers with sufficient information to reasonably estimate an additional ARO liability associated with closure work at certain waste management facilities. For additional details, see Note 4, Contingencies and Commitments—Consumers Electric Utility Contingencies—Electric Environmental Matters.

Presented below are the categories of assets that CMS Energy and Consumers have legal obligations to remove at the end of their useful lives and for which they have an ARO liability recorded:

 

 

In-Service

 

 

Company and ARO Description

 

Date

 

Long-Lived Assets

CMS Energy, including Consumers

 

 

 

 

Closure of gas treating plant and gas wells

 

Various

 

Gas transmission and storage

Closure of coal ash disposal areas

 

Various

 

Generating plants coal ash areas

Closure of wells at gas storage fields

 

Various

Gas storage fields

Asbestos abatement

1973

Electric and gas utility plant

Gas distribution cut, purge, and cap

 

Various

 

Gas distribution mains and services

Asbestos abatement

1973

Electric and gas utility plant 

Closure of wind parkparks

 

2012, 2014

 

Wind generation facilities

Consumers

 

 

 

 

Closure of coal ash disposal areas

 

Various

 

Generating plants coal ash areas

Closure of wells at gas storage fields

 

Various

Gas storage fields

Asbestos abatement

1973

Electric and gas utility plant

Gas distribution cut, purge, and cap

 

Various

 

Gas distribution mains and services

Asbestos abatement

1973

Electric and gas utility plant 

Closure of wind parkparks

 

2012, 2014

 

Wind generation facilities

 

No assets have been restricted for purposes of settling AROs.

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Presented in the following tables are the changes in CMS Energy’s and Consumers’ ARO liabilities:

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

ARO

 

 

 

 

 

 

 

 

 

ARO

 

 

ARO 

 

 

 

 

 

 

 

 

 

ARO 

 

 

Liability

 

 

 

 

 

 

 

Cash flow

 

Liability

 

 

Liability 

 

 

 

 

 

 

 

Cash flow 

 

Liability 

 

Company and ARO Description

 

12/31/2012

 

Incurred

 

Settled1

 

Accretion

 

Revisions

 

12/31/2013

 

 

12/31/2014

 

Incurred 

 

Settled 

 

Accretion 

 

Revisions 

 

12/31/2015

 

CMS Energy, including Consumers

CMS Energy, including Consumers

 

 

 

��

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumers

 

$

339

 

$

11

 

$

(6

)

$

20

 

$

74

 

$

438

 

Gas treating plant and gas wells

 

          $

1

 

          $

-

 

          $

-

 

          $

-

 

          $

-

 

          $

1

 

 

1

 

-

 

-

 

-

 

-

 

1

 

Consumers

 

311

 

(3

)

(6

)

18

 

4

 

324

 

Total CMS Energy

 

          $

312

 

          $

(3

)

          $

(6

)

          $

18

 

          $

4

 

          $

325

 

 

$

340

 

$

11

 

$

(6

)

$

20

 

$

74

 

$

439

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Coal ash disposal areas

 

          $

114

 

          $

-

 

          $

(1

)

          $

5

 

          $

-

 

          $

118

 

 

$

120

 

$

-

 

$

-

 

$

6

 

$

74

 

$

200

 

Gas distribution cut, purge, and cap

 

162

 

11

 

(6

)

11

 

-

 

178

 

Asbestos abatement

 

43

 

-

 

(1

)

3

 

4

 

49

 

 

51

 

-

 

-

 

3

 

-

 

54

 

Gas distribution cut, purge, and cap

 

151

 

(3

)

(4

)

10

 

-

 

154

 

Wind park

 

3

 

-

 

-

 

-

 

-

 

3

 

Wind parks

 

6

 

-

 

-

 

-

 

-

 

6

 

Total Consumers

 

          $

311

 

          $

(3

)

          $

(6

)

          $

18

 

          $

4

 

          $

324

 

 

$

339

 

$

11

 

$

(6

)

$

20

 

$

74

 

$

438

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

ARO

 

 

 

 

 

 

 

 

 

ARO

 

 

 

Liability

 

 

 

 

 

 

 

Cash flow

 

Liability

 

Company and ARO Description

 

12/31/2011

 

Incurred

 

Settled

1

Accretion

 

Revisions

 

12/31/2012

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

Gas treating plant and gas wells

 

           $

1

 

           $

-

 

           $

-

 

          $

-

 

          $

-

 

          $

1

 

Consumers

 

253

 

7

 

(8

)

19

 

40

 

311

 

Total CMS Energy

 

           $

254

 

           $

7

 

           $

(8

)

          $

19

 

          $

40

 

          $

312

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

Coal ash disposal areas

 

           $

70

 

           $

-

 

           $

(3

)

          $

7

 

          $

40

 

          $

114

 

Wells at gas storage fields

 

1

 

-

 

(1

)

-

 

-

 

-

 

Asbestos abatement

 

42

 

-

 

(1

)

2

 

-

 

43

 

Gas distribution cut, purge, and cap

 

140

 

4

 

(3

)

10

 

-

 

151

 

Wind park

 

-

 

3

 

-

 

-

 

-

 

3

 

Total Consumers

 

           $

253

 

           $

7

 

           $

(8

)

          $

19

 

          $

40

 

          $

311

 

1Cash payments of $6 million in 2013 and $8 million in 2012 were included in other current and non-current assets and liabilities as a component of net cash provided by operating activities in CMS Energy’s and Consumers’ consolidated statements of cash flow.

132

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

ARO 

 

 

 

 

 

 

 

 

 

ARO 

 

 

 

Liability 

 

 

 

 

 

 

 

Cash flow 

 

Liability 

 

Company and ARO Description

 

12/31/2013

 

Incurred 

 

Settled 

 

Accretion 

 

Revisions 

 

12/31/2014

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumers

 

$

324

 

$

9

 

$

(12

)

$

18

 

$

-

 

$

339

 

Gas treating plant and gas wells

 

1

 

-

 

-

 

-

 

-

 

1

 

Total CMS Energy

 

$

325

 

$

9

 

$

(12

)

$

18

 

$

-

 

$

340

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

Coal ash disposal areas

 

$

118

 

$

-

 

$

(3

)

$

5

 

$

-

 

$

120

 

Gas distribution cut, purge, and cap

 

154

 

6

 

(8

)

10

 

-

 

162

 

Asbestos abatement

 

49

 

-

 

(1

)

3

 

-

 

51

 

Wind parks

 

3

 

3

 

-

 

-

 

-

 

6

 

Total Consumers

 

$

324

 

$

9

 

$

(12

)

$

18

 

$

-

 

$

339

 



Table of Contents

11:12:RETIREMENT BENEFITS

 

Benefit Plans:CMS Energy and Consumers provide pension, OPEB, and other retirement benefits to employees under a number of different plans. These plans include:

 

·                 a non-contributory, qualified defined benefitDB Pension Plan (closed to new non-union participants as of July 1, 2003 and closed to new union participants as of September 1, 2005);

·                 a qualified cash balanceCash Balance Pension Plan for certain employees hired between July 1, 2003 and August 31, 2005;2005

·                 a non-contributory, qualified DCCP for employees hired on or after September 1, 2005;2005

·                 benefits to certain management employees under a non-contributory, nonqualified DB SERP (closed to new participants as of March 31, 2006);

·                 a non-contributory, non-qualified DC SERP for certain management employees hired or promoted on or after April 1, 2006;2006

·a contributory, qualified defined contribution 401(k) plan

·                 health care and life insurance benefits under an OPEB Plan; and

·a contributory, qualified defined contribution 401(k) plan.Plan

 

DB Pension Plan: Participants in the DB Pension Plan include CMS Energy’spresent and Consumers’ present employees,former employees of their subsidiaries,CMS Energy and employees of Panhandle.Consumers, including certain present and former affiliates and subsidiaries. DB Pension Plan trust assets are not distinguishable by company.

 

DCCP and Cash Balance Pension Plan:CMS Energy and Consumers provide an employer contribution of six percent of base pay to the DCCP 401(k) plan for employees hired on or after September 1, 2005. Employees are not required to contribute in order to receive the plan’s employer contribution.

 

Participants in the cash balanceCash Balance Pension Plan, effective July 1, 2003 to August 31, 2005, also participate in the DCCP as of September 1, 2005. Additional pay credits under the cash balanceCash Balance Pension Plan were discontinued as of September 1, 2005. DCCP expense for CMS Energy and Consumers was $16 million for the year ended December 31, 2015, $13 million for the year ended December 31, 2014, and $10 million for the year ended December 31, 2013, $8 million for the year ended December 31, 2012, and $7 million for the year ended December 31, 2011.2013.

 

DB SERP: The DB SERP is a non-qualified plan as defined by the Internal Revenue Code. DB SERP benefits are paid from a rabbi trust established in 1988. DB SERP rabbi trust earnings are taxable. Presented in the following table are the fair valuevalues of trust assets, ABO, and contributions for CMS Energy’s and Consumers’ DB SERP:

 

 

In Millions

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

 

 2015

 

 2014

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

Trust assets

 

         $

136

 

        $

128

 

 

$      148

 

$      131

 

ABO

 

122

 

130

 

 

140

 

145

 

Contributions

 

16

 

13

 

 

25

 

-

 

Consumers

 

 

 

 

 

 

 

 

 

 

Trust assets

 

         $

96

 

        $

87

 

 

$      106

 

$       93

 

ABO

 

82

 

86

 

 

97

 

99

 

Contributions

 

13

 

9

 

 

17

 

-

 

 

DC SERP: On April 1, 2006, CMS Energy and Consumers implemented a DC SERP and froze further new participation in the DB SERP. The DC SERP provides participants benefits ranging from 5 percent to 15 percent of total compensation. The DC SERP requires a minimum of five years of participation before vesting. CMS Energy’s and Consumers’ contributions to the plan, if any, are placed in a grantor trust. For CMS Energy and Consumers, trust assets were $1$2 million at December 31, 20132015 and December 31, 2012.2014. DC SERP assets are included in other non-current assets on CMS Energy’s and

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Consumers’ consolidated

balance sheets. CMS Energy’s and Consumers’ DC SERP expense was less than $1 million for each of the years ended December 31, 2013, 2012,2015, 2014, and 2011.2013.

 

401(k): Plan: The 401(k) plan employer match equals 60 percent of eligible contributions up to the first six percent of an employee’s wages. The total 401(k) plan cost for CMS Energy, including Consumers, and for Consumers was $19 million for the year ended December 31, 2015, $18 million for the year ended December 31, 2014, and $17 million for the year ended December 31, 2013 and $16 million for each of the years ended December 31, 2012 and 2011.2013.

 

OPEB:OPEB Plan: Participants in the OPEB Plan include all regular full-time employees covered by the employee health care plan on the day before retirement from either CMS Energy or Consumers at age 55 or older with at least ten full years of applicable continuous service. Regular full-time employees who qualify for DB Pension Plan disability retirement and have 15 years of applicable continuous service may also participate in the OPEB Plan. Retiree health care costs were based on the assumption that costs would increase 6.57.25 percent in 2016 and 6.50 percent in 2015 for those under 65 and 6.5would increase 8.00 percent in 2016 and 6.50 percent in 2015 for those over 65 in 2014 and 8.0 percent for those under 65 and 7.5 percent for those over 65 in 2013.65. The rate of increase was assumed to decline to 4.75 percent by 2027 and thereafter for all retirees by 2024 and thereafter.retirees.

In July 2013, CMS Energy and Consumers approved certain amendments to their OPEB Plan.  Accordingly, CMS Energy and Consumers performed a remeasurement of the OPEB Plan as of July 1, 2013.  As a result of these changes, CMS Energy’s (including Consumers’) OPEB liability decreased by $638 million, its OPEB regulatory asset of $580 million was eliminated, and an OPEB regulatory liability of $34 million was established as of July 1, 2013.  CMS Energy’s accumulated other comprehensive loss decreased by $24 million.  Consumers’ OPEB liability decreased by $614 million, its OPEB regulatory asset of $580 million was eliminated, and an OPEB regulatory liability of $34 million was established as of July 1, 2013.

CMS Energy and Consumers also remeasured certain deferred tax assets as a result of the approved change to the Medicare drug program.  Effective January 2015, CMS Energy and Consumers will no longer receive Medicare Part D drug subsidies.  Accordingly, CMS Energy (including Consumers) decreased its deferred tax assets by $148 million, reduced its regulatory income tax liabilities by $144 million, and increased its income tax expense by $4 million.  Consumers decreased its deferred tax assets by $144 million, and reduced its regulatory income tax liabilities by an equal amount.

 

The assumptions used in the health care cost-trend rate affect service, interest, and PBO costs. Presented in the following table are the effects of a one-percentage-point change in the health care cost-trend assumption:

 

 

 

 

 

In Millions

 

 

 

One Percentage

 

One Percentage

 

Years Ended December 31

 

Point Increase

 

Point Decrease

 

CMS Energy, including Consumers

 

 

 

 

 

Effect on total service and interest cost component

 

            $

16

 

              $

(14

)

Effect on PBO

 

151

 

(133

)

Consumers

 

 

 

 

 

Effect on total service and interest cost component

 

            $

16

 

              $

(13

)

Effect on PBO

 

147

 

(130

)

134

 

 

 

 

In Millions 

 

 

 

One Percentage 

 

One Percentage 

 

Year Ended December 31, 2015

 

Point Increase 

 

Point Decrease 

 

CMS Energy, including Consumers

 

 

 

 

 

Effect on total service and interest cost component

 

$      11

 

$        (9

)

Effect on PBO

 

168

 

(137

)

Consumers

 

 

 

 

 

Effect on total service and interest cost component

 

$      11

 

$        (9

)

Effect on PBO

 

164

 

(133

)



Table of Contents

Assumptions: Presented in the following table are the weighted-average assumptions used in CMS Energy’s and Consumers’ retirement benefits plans to determine benefit obligations and net periodic benefit cost:

 

 

 

Pension and DB SERP

 

OPEB

 

December 31

 

2013

 

2012

 

2011

 

2013

 

2012

 

2011

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average for benefit obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate1

 

4.90

  %

4.10

  %

4.90

  %

5.10

 %

4.40

 %

5.10

 %

Mortality table2

 

2000

 

2000

 

2000

 

2000

 

2000

 

2000

 

Rate of compensation increase

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension

 

3.00

  %

3.00

  %

3.50

  %

 

 

 

 

 

 

DB SERP

 

5.50

  %

5.50

  %

5.50

  %

 

 

 

 

 

 

Weighted average for net periodic benefit cost obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate1

 

4.10

  %

4.90

  %

5.40

  %

4.40

 %

5.10

 %

5.60

 %

Expected long-term rate of return on plan assets3

 

7.75

  %

7.75

  %

8.00

  %

7.25

 %

7.25

 %

7.50

 %

Mortality table2

 

2000

 

2000

 

2000

 

2000

 

2000

 

2000

 

Rate of compensation increase

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension

 

3.00

  %

3.50

  %

4.00

  %

 

 

 

 

 

 

DB SERP

 

5.50

  %

5.50

  %

5.50

  %

 

 

 

 

 

 

December 31

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Weighted average for benefit obligations1

 

 

 

 

 

 

 

Discount rate2

 

 

 

 

 

 

 

DB Pension Plan

 

4.52

%

4.10

%

4.90

%

DB SERP

 

4.43

 

4.10

 

4.90

 

OPEB Plan

 

4.70

 

4.30

 

5.10

 

Rate of compensation increase

 

 

 

 

 

 

 

DB Pension Plan

 

3.00

 

3.00

 

3.00

 

DB SERP

 

5.50

 

5.50

 

5.50

 

Weighted average for net periodic benefit cost1

 

 

 

 

 

 

 

Discount rate2,3

 

 

 

 

 

 

 

DB Pension Plan

 

4.10

 

4.90

 

4.10

 

DB SERP

 

4.10

 

4.90

 

4.10

 

OPEB Plan

 

4.30

 

5.10

 

4.40

 

Expected long-term rate of return on plan assets4

 

 

 

 

 

 

 

DB Pension Plan

 

7.50

 

7.50

 

7.75

 

OPEB Plan

 

7.25

 

7.25

 

7.25

 

Rate of compensation increase

 

 

 

 

 

 

 

DB Pension Plan

 

3.00

 

3.00

 

3.00

 

DB SERP

 

5.50

 

5.50

 

5.50

 

 

1                   The discount rate reflects the rate at which benefits could be effectively settled and is equal to the equivalent single rate resulting from a yield curve analysis.  This analysis incorporated the projected benefit payments specific to CMS Energy’s and Consumers’ Pension Plan and OPEB Plan and the yields on high quality corporate bonds rated Aa or better.

2The mortality assumption for 2015 and 2014 for benefit obligations was based on the RP-2014 mortality table, with projection scales MP-2015 for 2015 and MP-2014 for 2014. The mortality assumption for 2013 was based on the RP-2000 mortality tables with projection of future mortality improvements using Scale AA, which aligned with the IRS prescriptions for cash funding valuations under the Pension Protection Act of 2006. The mortality assumption for net periodic benefit cost for 2015 was based on the RP-2014 mortality table with projection scale MP-2014, and for 2014 and 2013 was based on the RP-2000 mortality table.

2                   The discount rate reflects the rate at which benefits could be effectively settled and is equal to the equivalent single rate resulting from a yield-curve analysis. This analysis incorporated the projected benefit payments specific to CMS Energy’s and Consumers’ DB Pension Plan and OPEB Plan and the yields on high-quality corporate bonds rated Aa or better.

 

3                   In January 2016, CMS Energy and Consumers changed the method in which they determine the discount rate used to calculate the service cost and interest expense components of net periodic benefit costs for the DB Pension and OPEB Plans. Historically, the discount rate used for this purpose represented a single weighted-average rate derived from the yield curve used to determine the benefit obligation. CMS Energy and Consumers have elected to use instead a full-yield-curve approach in the estimation of service cost and interest expense; this approach is more accurate in that it applies individual spot rates along the yield curve to future projected benefit payments based on the time of payment. CMS Energy and Consumers expect that this change will result in a decrease in the service cost and interest expense components of net periodic benefit costs for the DB Pension and OPEB Plans, with an offsetting impact to the actuarial gain or loss recorded in, and later amortized from, the associated regulatory asset and AOCI. This change represents a change in accounting estimate and will not impact years prior to 2016.

4CMS Energy and Consumers determined the long-term rate of return using historical market returns, the present and expected future economic environment, the capital market principles of risk and return, and the expert opinions of individuals and firms with financial market knowledge. CMS Energy and Consumers considered the asset allocation of the portfolio in forecasting the future expected total return of the portfolio. The goal was to determine a long-term rate of return that could be incorporated into the planning

of future cash flow requirements in conjunction with the change in the liability. Annually, CMS Energy and Consumers review for reasonableness and appropriateness the forecasted returns for various classes of assets used to construct an expected return model. CMS Energy’s and Consumers’ expected long-term rate of return on DB Pension Plan assets was 7.757.5 percent in 2013.2015. The actual return (loss) on DB Pension Plan assets was (2.0) percent in 2015, 7.4 percent in 2014, and 12.5 percent in 2013, 14.1 percent in 2012, and 4.0 percent in 2011.

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Costs: Presented in the following table are the costs (credits) and other changes in plan assets and benefit obligations incurred in CMS Energy’s and Consumers’ retirement benefits plans:

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

Pension and DB SERP

 

OPEB

 

 

DB Pension Plan and DB SERP

 

OPEB Plan

Years Ended December 31

 

2013

 

2012

 

2011

 

2013

 

2012

 

2011

 

 

 2015

 

 2014

 

 2013

 

 2015

 

 2014

 

 2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net periodic cost (credit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

   $

54

 

   $

49

 

   $

49

 

   $

29

 

   $

32

 

   $

27

 

 

$

50

 

$

42

 

$

54

 

$

25

 

$

20

 

$

29

 

Interest expense

 

100

 

105

 

106

 

65

 

82

 

77

 

 

108

 

105

 

100

 

58

 

56

 

65

 

Expected return on plan assets

 

(127

)

(125

)

(112

)

(77

)

(66

)

(66

)

 

(138

)

(135

)

(127

)

(91

)

(88

)

(77

)

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

101

 

79

 

65

 

26

 

46

 

30

 

 

97

 

60

 

101

 

21

 

2

 

26

 

Prior service cost (credit)

 

3

 

5

 

5

 

(31

)

(20

)

(20

)

 

1

 

1

 

3

 

(41

)

(41

)

(31

)

Net periodic cost (credit)

 

   $

131

 

   $

113

 

   $

113

 

   $

12

 

   $

74

 

   $

48

 

 

$

118

 

$

73

 

$

131

 

$

(28

)

$

(51

)

$

12

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net periodic cost (credit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

   $

52

 

   $

48

 

   $

48

 

   $

28

 

   $

31

 

   $

26

 

 

$

49

 

$

41

 

$

52

 

$

25

 

$

20

 

$

28

 

Interest expense

 

96

 

100

 

101

 

63

 

79

 

74

 

 

103

 

100

 

96

 

56

 

54

 

63

 

Expected return on plan assets

 

(124

)

(122

)

(109

)

(72

)

(61

)

(61

)

 

(134

)

(131

)

(124

)

(86

)

(83

)

(72

)

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

98

 

77

 

63

 

27

 

47

 

31

 

 

93

 

59

 

98

 

22

 

3

 

27

 

Prior service cost (credit)

 

3

 

5

 

5

 

(30

)

(20

)

(20

)

 

1

 

1

 

3

 

(40

)

(40

)

(30

)

Net periodic cost (credit)

 

   $

125

 

   $

108

 

   $

108

 

   $

16

 

   $

76

 

   $

50

 

 

$

112

 

$

70

 

$

125

 

$

(23

)

$

(46

)

$

16

 

 

For CMS Energy,Presented in the following table are the estimated net loss and prior service cost for the defined benefit Pension Plans(credit) that will be amortized into net periodic benefit cost in 20142016 from or to the associated regulatory asset is $57 million and from AOCI is $2 million.  For Consumers, the estimated net loss and prior service cost for the defined benefit Pension Plans that will be amortized into net periodic benefit cost in 2014 from the regulatory asset is $57 million.  For CMS Energy, the estimated net loss and prior service credit for the OPEB Plan that will be amortized into net periodic benefit cost in 2014 from the regulatory liability is $37 million, with a decrease from AOCI of $1 million.  For Consumers, the estimated net loss and prior service credit for the OPEB Plan that will be amortized into net periodic benefit cost in 2014 from the regulatory liability is $37 million.AOCI:

 

 

 

 

In Millions

 

 

 

DB Pension Plan

 

OPEB Plan

 

CMS Energy, including Consumers

 

 

 

 

 

Regulatory asset

 

$          72

 

$          (18

)

AOCI

 

1

 

(2

)

Consumers

 

 

 

 

 

Regulatory asset

 

$          72

 

$          (18

)

 

CMS Energy and Consumers amortize net gains and losses in excess of ten percent of the greater of the PBO or the MRV over the average remaining service period. The estimated period of amortization of gains and losses for CMS Energy and Consumers was ten years for pension for the year ended December 31, 2013 and 11 years for pension for the years ended December 31, 2012 and 2011DB Pension Plan and 13 years for OPEB for the years ended December 31, 2013, 2012,2015, 2014, and 2011.2013. Prior service cost (credit) amortization is established in the year in which the prior service cost (credit) first occurred, and is based on the same amortization period for all future years until the prior service cost (credit) is fully amortized. CMS Energy and Consumers had a new prior service credit for OPEB in 2013.2015 and 2013 and new prior service cost for the DB Pension Plan in 2015. The estimated period of amortization of thisthese new prior service creditcosts (credits) for CMS Energy and Consumers is ten years for OPEB for the year ended December 31, 2013.years.

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Table of Contents

Reconciliations: Presented in the following table are reconciliations of the funded status of CMS Energy’s and Consumers’ retirement benefits plans with their retirement benefits plans’ liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

Pension

 

DB SERP

 

OPEB

 

 

DB Pension Plan

 

DB SERP

 

OPEB Plan

 

Years Ended December 31

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

CMS Energy, including Consumers

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of period

 

$

2,354

 

$

2,072

 

$

144

 

$

127

 

$

1,729

 

$

1,641

 

 

$

2,547

 

$

2,073

 

$

156

 

$

132

 

$

1,378

 

$

1,123

 

Service cost

 

53

 

48

 

1

 

1

 

29

 

32

 

 

49

 

41

 

1

 

1

 

25

 

20

 

Interest cost

 

94

 

99

 

6

 

6

 

65

 

82

 

 

102

 

99

 

6

 

6

 

58

 

56

 

Plan amendments

 

-

 

-

 

-

 

-

 

(208

)2

-

 

 

13

 

-

 

-

 

-

 

(25

)

-

 

Actuarial (gain) loss

 

(308

)

249

 

(12

)

16

 

(440

)

25

 

 

(153

)

458

1

(5

)

24

 

(152

)

230

1

Benefits paid

 

(120

)

(114

)

(7

)

(6

)

(52

)3

(51

)3

 

(155

)

(124

)

(8

)

(7

)

(57

)2

(51

)2

Benefit obligation at end of period

 

$

2,073

 

$

2,354

 

$

132

 

$

144

 

$

1,123

 

$

1,729

 4

 

$

2,403

 

$

2,547

 

$

150

 

$

156

 

$

1,227

 

$

1,378

 

Plan assets at fair value at beginning of period

 

$

1,727

 

$

1,626

 

$

-

 

$

-

 

$

1,047

 

$

924

 

 

$

1,979

 

$

1,964

 

$

-

 

$

-

 

$

1,265

 

$

1,218

 

Actual return on plan assets

 

206

 

215

 

-

 

-

 

150

 

108

 

 

(36

)

139

 

-

 

-

 

(29

)

72

 

Company contribution

 

150

 

-

 

7

 

6

 

72

 

65

 

 

225

 

-

 

8

 

7

 

29

 

25

 

Actual benefits paid

 

(119

)

(114

)

(7

)

(6

)

(51

)3

(50

)3

 

(155

)

(124

)

(8

)

(7

)

(57

)2

(50

)2

Plan assets at fair value at end of period

 

$

1,964

 

$

1,727

 

$

-

 

$

-

 

$

1,218

 

$

1,047

 

 

$

2,013

 

$

1,979

 

$

-

 

$

-

 

$

1,208

 

$

1,265

 

Funded status

 

$

(109

)1

$

(627

)1

$

(132

)

$

(144

)

$

95

 

$

(682

)

 

$

(390

)3

$

(568

)3

$

(150

)

$

(156

)

$

(19

)

$

(113

)

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of period

 

 

 

 

 

$

100

 

$

85

 

$

1,670

 

$

1,585

 

 

 

 

 

 

$

111

 

$

93

 

$

1,336

 

$

1,088

 

Service cost

 

 

 

 

 

1

 

1

 

28

 

31

 

 

 

 

 

 

1

 

1

 

25

 

20

 

Interest cost

 

 

 

 

 

4

 

4

 

63

 

79

 

 

 

 

 

 

4

 

4

 

56

 

54

 

Plan amendments

 

 

 

 

 

-

 

-

 

(200

)2

-

 

 

 

 

 

 

-

 

-

 

(24

)

-

 

Actuarial (gain) loss

 

 

 

 

 

(8

)

13

 

(424

)

24

 

 

 

 

 

 

(5

)

17

 

(150

)

223

1

Benefits paid

 

 

 

 

 

(4

)

(3

)

(49

)3

(49

)3

 

 

 

 

 

(5

)

(4

)

(55

)2

(49

)2

Benefit obligation at end of period

 

 

 

 

 

$

93

 

$

100

 

$

1,088

 

$

1,670

 4

 

 

 

 

 

$

106

 

$

111

 

$

1,188

 

$

1,336

 

Plan assets at fair value at beginning of period

 

 

 

 

 

$

-

 

$

-

 

$

978

 

$

861

 

 

 

 

 

 

$

-

 

$

-

 

$

1,186

 

$

1,141

 

Actual return on plan assets

 

 

 

 

 

-

 

-

 

141

 

101

 

 

 

 

 

 

-

 

-

 

(27

)

68

 

Company contribution

 

 

 

 

 

4

 

3

 

71

 

64

 

 

 

 

 

 

5

 

4

 

29

 

25

 

Actual benefits paid

 

 

 

 

 

(4

)

(3

)

(49

)3

(48

)3

 

 

 

 

 

(5

)

(4

)

(55

)2

(48

)2

Plan assets at fair value at end of period

 

 

 

 

 

$

-

 

$

-

 

$

1,141

 

$

978

 

 

 

 

 

 

$

-

 

$

-

 

$

1,133

 

$

1,186

 

Funded status

 

 

 

 

 

$

(93

)

$

(100

)

$

53

 

$

(692

)

 

 

 

 

 

$

(106

)

$

(111

)

$

(55

)

$

(150

)

 

1At December 31, 2013, $86 million                   The actuarial loss for 2014 was primarily the result of lowering the total funded statusdiscount rates used in calculating the plans’ obligations and using the RP-2014 mortality table during the annual measurement of the Pension Plan was attributable to Consumers based on an allocation of expenses.  At December 31, 2012, $590 million of the total funded status of the Pension Plan was attributable to Consumers based on an allocation of expenses.benefit obligations.

 

2Plan amendments resulted from changing the Medicare drug program provided through the OPEB Plan from an employer-sponsored prescription drug plan with a retiree drug subsidy to an EGWP to begin on January 1, 2015, and from certain benefit changes to the OPEB Plan, to begin on January 1, 2016.

3 CMS Energy received payments ofless than $1 million in 2015, $4 million in 2014, and $5 million in each of 2013 2012, and 2011 for the Medicare Part D subsidies. Consumers received payments of $4less than $1 million in 20132015 and $5$4 million in each of 20122014 and 20112013 for the Medicare Part D subsidies. The Medicare Part D subsidy payments are used to pay OPEB Plan benefits.

 

1373



Table of Contents

4 The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 established a prescription drug benefit under Medicare (Medicare Part D) and a federal subsidy, which is tax-exempt, to sponsors of retiree health care benefit plans that provide a benefit that is actuarially equivalent to Medicare Part D.  In 2010, the Health Care Acts repealed these tax-exempt deductions for years beginning after                   At December 31, 2012.  The Medicare Part D subsidy annualized reduction in net OPEB cost for CMS Energy2015, $368 million of the total funded status of the DB Pension Plan was $20attributable to Consumers, based on an allocation of expenses. At December 31, 2014, $532 million for 2012 and $26 million for 2011.  Consumers’ Medicare Part D subsidy annualized reduction in net OPEB costsof the total funded status of the DB Pension Plan was $19 million for 2012 and $25 million for 2011.  The reduction for CMS Energy andattributable to Consumers, included $7 million for 2012 and $9 million for 2011 in capitalized OPEB costs.based on an allocation of expenses.

Presented in the following table is the classification of CMS Energy’s and Consumers’ retirement benefit plans’ assets (liabilities):

 

 

 

 

In Millions

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

December 31

 

2015

 

2014

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

Current assets (liabilities)

 

 

 

 

 

 

 

 

 

 

DB SERP

 

$

(8

)

$

(7

)

 

$

(8

)

$

(8

)

Non-current assets (liabilities)

 

 

 

 

 

 

 

 

 

 

DB Pension Plan

 

(390

)

(568

)

DB SERP

 

(124

)

(137

)

 

(142

)

(148

)

OPEB

 

95

 

(682

)

Pension

 

(109

)

(627

)

OPEB Plan

 

(19

)

(113

)

Consumers

 

 

 

 

 

 

 

 

 

 

Current assets (liabilities)

 

 

 

 

 

 

 

 

 

 

DB SERP

 

$

(5

)

$

(4

)

 

$

(5

)

$

(5

)

Non-current assets (liabilities)

 

 

 

 

 

 

 

 

 

 

DB Pension Plan

 

(368

)

(532

)

DB SERP

 

(88

)

(96

)

 

(101

)

(106

)

OPEB

 

53

 

(692

)

Pension

 

(86

)

(590

)

OPEB Plan

 

(55

)

(150

)

 

Presented in the following table are the DB Pension Plan PBO, ABO, and fair value of plan assets:

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

CMS Energy, including Consumers

 

 

 

 

 

Pension PBO

 

$

2,073

 

$

2,354

 

Pension ABO

 

1,843

 

2,054

 

Fair value of Pension Plan assets

 

1,964

 

1,727

 

138

 

 

 

 

In Millions

 

December 31

 

2015

 

2014

 

CMS Energy, including Consumers

 

 

 

 

 

DB Pension Plan PBO

 

$

2,403

 

$

2,547

 

DB Pension Plan ABO

 

2,140

 

2,257

 

Fair value of DB Pension Plan assets

 

2,013

 

1,979

 



Table of Contents

Items Not Yet Recognized as a Component of Net Periodic Benefit Cost: Presented in the following table are the amounts recognized in regulatory assets regulatory liabilities, and AOCI that have not been recognized as components of net periodic benefit cost. For additional details on regulatory assets and liabilities, see Note 2,3, Regulatory Matters.

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

In Millions

 

 

Pension and DB SERP

 

OPEB

 

 

DB Pension Plan
and DB SERP

 

OPEB Plan

 

Years Ended December 31

 

2013

 

2012

 

2013

 

2012

 

 

2015

 

2014

 

2015

 

2014

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory assets (liabilities)

 

 

 

 

 

 

 

 

 

Regulatory assets

 

 

 

 

 

 

 

 

 

Net loss

 

$

625

 

$

1,095

 

$

184

 

$

704

 

 

$

944

 

$

1,012

 

$

360

 

$

419

 

Prior service cost (credit)

 

9

 

13

 

(282

)

(112

)

 

19

 

7

 

(227

)

(243

)

Regulatory assets (liabilities)

 

$

634

 

$

1,108

 

$

(98

)

$

592

 

Regulatory assets

 

$

963

 

$

1,019

 

$

133

 

$

176

 

AOCI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss (gain)

 

69

 

98

 

(26

)

(7

)

 

86

 

99

 

(11

)

(18

)

Prior service cost (credit)

 

-

 

-

 

(10

)

(3

)

 

1

 

1

 

(8

)

(8

)

Total amounts recognized in regulatory assets (liabilities) and AOCI

 

$

703

 

$

1,206

 

$

(134

)

$

582

 

Total amounts recognized in regulatory assets and AOCI

 

$

1,050

 

$

1,119

 

$

114

 

$

150

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory assets (liabilities)

 

 

 

 

 

 

 

 

 

Regulatory assets

 

 

 

 

 

 

 

 

 

Net loss

 

$

625

 

$

1,095

 

$

184

 

$

704

 

 

$

944

 

$

1,012

 

$

360

 

$

419

 

Prior service cost (credit)

 

9

 

13

 

(282

)

(112

)

 

19

 

7

 

(227

)

(243

)

Regulatory assets (liabilities)

 

$

634

 

$

1,108

 

$

(98

)

$

592

 

Regulatory assets

 

$

963

 

$

1,019

 

$

133

 

$

176

 

AOCI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

25

 

38

 

-

 

-

 

Total amounts recognized in regulatory assets (liabilities) and AOCI

 

$

659

 

$

1,146

 

$

(98

)

$

592

 

Net loss (gain)

 

29

 

39

 

-

 

-

 

Total amounts recognized in regulatory assets and AOCI

 

$

992

 

$

1,058

 

$

133

 

$

176

 

 

Plan Assets: Presented in the following tables are the fair values of CMS Energy’s and Consumers’ DB Pension Plan and OPEB Plan assets, by asset category and by level within the fair value hierarchy. For additional details regarding the fair value hierarchy, see Note 5,6, Fair Value Measurements.

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

Pension Plan

 

 

DB Pension Plan

 

 

December 31, 2013

 

December 31, 2012

 

 

December 31, 2015

 

December 31, 2014

 

 

Total

 

Level 1

 

Level 2

 

Total

 

Level 1

 

Level 2

 

 

Total

 

Level 1

 

Level 2

 

Total

 

Level 1

 

Level 2

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset category

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$

109

 

$

109

 

$

-

 

$

33

 

$

33

 

$

-

 

 

$

215

 

$

215

 

$

-

 

$

31

 

$

31

 

$

-

 

U.S. government and agencies securities

 

25

 

-

 

25

 

26

 

-

 

26

 

 

19

 

-

 

19

 

30

 

-

 

30

 

Corporate debt

 

188

 

-

 

188

 

277

 

-

 

277

 

 

243

 

-

 

243

 

222

 

-

 

222

 

State and municipal bonds

 

5

 

-

 

5

 

8

 

-

 

8

 

 

8

 

-

 

8

 

8

 

-

 

8

 

Foreign corporate bonds

 

20

 

-

 

20

 

27

 

-

 

27

 

 

16

 

-

 

16

 

21

 

-

 

21

 

Mutual funds

 

449

 

449

 

-

 

319

 

319

 

-

 

 

538

 

538

 

-

 

598

 

598

 

-

 

Pooled funds

 

1,168

 

-

 

1,168

 

1,037

 

-

 

1,037

 

 

974

 

-

 

974

 

1,069

 

-

 

1,069

 

Total

 

$

1,964

 

$

558

 

$

1,406

 

$

1,727

 

$

352

 

$

1,375

 

 

$

2,013

 

$

753

 

$

1,260

 

$

1,979

 

$

629

 

$

1,350

 

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

OPEB Plan

 

 

 

December 31, 2015

 

December 31, 2014

 

 

 

Total

 

Level 1

 

Level 2

 

Total

 

Level 1

 

Level 2

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset category

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$

51

 

$

51

 

$

-

 

$

19

 

$

19

 

$

-

 

U.S. government and agencies securities

 

3

 

-

 

3

 

5

 

-

 

5

 

Corporate debt

 

34

 

-

 

34

 

33

 

-

 

33

 

State and municipal bonds

 

1

 

-

 

1

 

1

 

-

 

1

 

Foreign corporate bonds

 

2

 

-

 

2

 

3

 

-

 

3

 

Common stocks

 

54

 

54

 

-

 

69

 

69

 

-

 

Mutual funds

 

456

 

456

 

-

 

438

 

438

 

-

 

Pooled funds

 

607

 

-

 

607

 

697

 

-

 

697

 

Total

 

$

1,208

 

$

561

 

$

647

 

$

1,265

 

$

526

 

$

739

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset category

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$

48

 

$

48

 

$

-

 

$

18

 

$

18

 

$

-

 

U.S. government and agencies securities

 

3

 

-

 

3

 

4

 

-

 

4

 

Corporate debt

 

32

 

-

 

32

 

31

 

-

 

31

 

State and municipal bonds

 

1

 

-

 

1

 

1

 

-

 

1

 

Foreign corporate bonds

 

2

 

-

 

2

 

3

 

-

 

3

 

Common stocks

 

51

 

51

 

-

 

65

 

65

 

-

 

Mutual funds

 

427

 

427

 

-

 

411

 

411

 

-

 

Pooled funds

 

569

 

-

 

569

 

653

 

-

 

653

 

Total

 

$

1,133

 

$

526

 

$

607

 

$

1,186

 

$

494

 

$

692

 

 

139



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

OPEB Plan

 

 

 

December 31, 2013

 

December 31, 2012

 

 

 

Total

 

Level 1

 

Level 2

 

Total

 

Level 1

 

Level 2

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset category

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$

44

 

$

44

 

$

-

 

$

118

 

$

118

 

$

-

 

U.S. government and agencies securities

 

3

 

-

 

3

 

4

 

-

 

4

 

Corporate debt

 

26

 

-

 

26

 

38

 

-

 

38

 

State and municipal bonds

 

1

 

-

 

1

 

1

 

-

 

1

 

Foreign corporate bonds

 

3

 

-

 

3

 

4

 

-

 

4

 

Common stocks

 

71

 

71

 

-

 

75

 

75

 

-

 

Mutual funds

 

343

 

343

 

-

 

300

 

300

 

-

 

Pooled funds

 

727

 

-

 

727

 

507

 

-

 

507

 

Total

 

$

1,218

 

$

458

 

$

760

 

$

1,047

 

$

493

 

$

554

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset category

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$

41

 

$

41

 

$

-

 

$

111

 

$

111

 

$

-

 

U.S. government and agencies securities

 

3

 

-

 

3

 

3

 

-

 

3

 

Corporate debt

 

25

 

-

 

25

 

35

 

-

 

35

 

State and municipal bonds

 

1

 

-

 

1

 

1

 

-

 

1

 

Foreign corporate bonds

 

3

 

-

 

3

 

3

 

-

 

3

 

Common stocks

 

66

 

66

 

-

 

70

 

70

 

-

 

Mutual funds

 

321

 

321

 

-

 

281

 

281

 

-

 

Pooled funds

 

681

 

-

 

681

 

474

 

-

 

474

 

Total

 

$

1,141

 

$

428

 

$

713

 

$

978

 

$

462

 

$

516

 

Cash and Short-termShort-Term Investments: Cash and short-term investments consist of money market funds with daily liquidity.

 

U.S. Government and Agencies Securities: U.S. government and agencies securities consist of U.S. Treasury notes and other debt securities backed by the U.S. government and related agencies. These securities were valued based on quoted market prices.

 

Corporate Debt: At December 31, 2013, corporateCorporate debt investments in the Pension Plan and OPEB Plan comprisedconsisted of investment grade bonds of U.S. issuers from diverse industries.  At December 31, 2012, corporate debt investments in the Pension Plan and OPEB Plan comprised investment grade bonds (68 percent) and non-investment grade, high-yield bonds (32 percent) of U.S. issuers from diverse industries. These securities are valued based on quoted market prices, when available, or yields presently available on comparable securities of issuers with similar credit ratings.

 

State and Municipal Bonds: State and municipal bonds were valued using a matrix-pricing model that incorporates Level 2 market-based information. The fair value of the bonds was derived from various observable inputs, including benchmark yields, reported securities trades, broker/dealer quotes, bond ratings, and general information on market movements for investment grade state and municipal securities normally considered by market participants when pricing such debt securities.

 

Foreign Corporate Bonds: Foreign corporate debt securities were valued based on quoted market prices, when available, or on yields available on comparable securities of issuers with similar credit ratings.

140



Table of Contents

Common Stocks: Common stocks in the OPEB Plan consist of equity securities with low transaction costs that were actively managed and tracked by the S&P 500 Index. These securities were valued at their quoted closing prices.

 

Mutual Funds: Mutual funds represent shares in registered investment companies that are priced based on the daily quoted NAVs that are publicly available and are the basis for transactions to buy or sell shares in the funds.

 

Pooled Funds: Pooled funds in the Pension Plan and OPEB Plan include both common and collective trust funds as well as special funds that contain only employee benefit plan assets from two or more unrelated benefit plans. At December 31, 2013,Presented in the following table are the investment components of these funds comprised investments in U.S. equity securities (Pension: 61 percent; OPEB: 60 percent), foreign equity securities (Pension: 28 percent; OPEB: 20 percent), foreign fixed-income securities (Pension: three percent; OPEB: four percent), U.S. fixed-income securities (Pension: four percent; OPEB: 14 percent), and alternative investments (Pension: four percent; OPEB: two percent).funds:

 

 

 

DB Pension Plan

 

OPEB Plan

 

December 31

 

2015

 

2014

 

2015

 

2014

 

U.S. equity securities

 

62

%

64

%

58

%

62

%

Foreign equity securities

 

18

 

16

 

13

 

12

 

U.S. fixed-income securities

 

11

 

9

 

22

 

18

 

Foreign fixed-income securities

 

6

 

6

 

5

 

5

 

Alternative investments

 

3

 

5

 

2

 

3

 

 

 

100

%

100

%

100

%

100

%

At December 31, 2012, these funds comprised investments in U.S. equity securities (Pension: 51 percent; OPEB: 65 percent), foreign equity securities (Pension: 26 percent; OPEB: 21 percent), foreign fixed-income securities (Pension: 14 percent; OPEB: nine percent), U.S. fixed-income securities (Pension: four percent; OPEB: three percent), and alternative investments (Pension: five percent; OPEB: two percent). 

These investments were valued at the quoted NAV provided by the fund managers that is the basis for transactions to buy or sell shares in the funds.

 

Presented in the following table are the contributions toTarget Asset Allocations: CMS Energy’s and Consumers’ OPEB Plan and Pension Plan:

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

CMS Energy, including Consumers

 

 

 

 

 

OPEB1

 

 

 

 

 

VEBA trust

 

$

55

 

$

45

 

401(h) component

 

17

 

20

 

 

 

$

72

 

$

65

 

Pension2

 

$

150

 

$

-

 

Consumers

 

 

 

 

 

OPEB1

 

 

 

 

 

VEBA trust

 

$

55

 

$

45

 

401(h) component

 

16

 

19

 

 

 

$

71

 

$

64

 

Pension2

 

$

147

 

$

-

 

1 CMS Energy, including Consumers, plans to contribute $75 million to the OPEB Plan in 2014, of which Consumers plans to contribute $74 million.

2 CMS Energy, including Consumers, does not presently plan to contribute to the Pension Plan in 2014.

Contributions include required and discretionary amounts.  Actual future contributions will depend on future investment performance, changes in discount rates, and various factors related to the populations participating in the plans.

In 2011, CMS Energy reached its target asset allocation for DB Pension Plan assets ofis 50 percent equity, 30 percent fixed income, and 20 percent alternative-strategy investments. This target asset allocation is expected to continue to maximize the long-term return on plan assets, while maintaining a prudent level of risk. The level of acceptable risk is a function of the liabilities of the plan. Equity investments are

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diversified mostly across the S&P 500 Index, with lesser allocations to the S&P MidCap and SmallCap Indexes and Foreign Equity Funds. Fixed-income investments are diversified across investment grade instruments of government and corporate issuers as well as high-yield and global bond funds. Alternative strategies are diversified across absolute return investment approaches and global tactical asset allocation. CMS Energy and Consumers use annual liability measurements, quarterly portfolio reviews, and periodic asset/liability studies to evaluate the need for adjustments to the portfolio allocation.

 

CMS Energy and Consumers established union and non-union VEBA trusts to fund their future retiree health and life insurance benefits. These trusts are funded through the ratemaking process for Consumers and through direct contributions from the non-utility subsidiaries. In 2012, CMS EnergyEnergy’s and Consumers adjusted theirConsumers’ target asset allocation tofor the trusts is 50 percent equity, 2030 percent fixed income, and 3020 percent alternative-strategyalternative strategy investments. This target allocation is expected to continue to maximize the long-term return on plan assets, while maintaining a prudent level of risk. The level of acceptable risk is a function of the liabilities of the plan. Equity investments are diversified mostly across the S&P 500 Index, with lesser allocations to the S&P SmallCap Index and Foreign Equity Funds. Fixed-income investments are diversified across investment grade instruments of government and corporate issuers. Alternative strategies are diversified across absolute return investment approaches and global tactical asset allocation. CMS Energy and Consumers use annual liability measurements, quarterly portfolio reviews, and periodic asset/liability studies to evaluate the need for adjustments to the portfolio allocation.

Contributions: Presented in the following table are the contributions to CMS Energy’s and Consumers’ OPEB Plan and DB Pension Plan:

 

 

 

 

In Millions

 

Years Ended December 31

 

2015

 

2014

 

CMS Energy, including Consumers

 

 

 

 

 

OPEB Plan

 

 

 

 

 

VEBA trust

 

$

29

 

$

16

 

401(h) component

 

-

 

9

 

 

 

$

29

 

$

25

 

DB Pension Plan

 

$

225

 

$

-

 

Consumers

 

 

 

 

 

OPEB Plan

 

 

 

 

 

VEBA trust

 

$

29

 

$

16

 

401(h) component

 

-

 

9

 

 

 

$

29

 

$

25

 

DB Pension Plan

 

$

209

 

$

-

 

 

Contributions comprise required amounts and discretionary contributions. Neither CMS Energy nor Consumers plans to contribute to the OPEB or DB Pension Plans in 2016. Actual future contributions will depend on future investment performance, discount rates, and various factors related to the DB Pension Plan and OPEB Plan participants.

Following amendments to the OPEB Plan in July 2013, Consumers’ OPEB costs decreased substantially and, as a result, the OPEB Plan was fully funded at December 31, 2013. In May 2014, Consumers filed an application with the MPSC requesting approval to suspend contributions to Consumers’ OPEB Plan during 2014 and 2015 if the OPEB Plan continued to be fully funded. Consumers’ electric and gas rates still reflect the higher OPEB costs, and previous MPSC orders required Consumers to contribute to the OPEB Plan the associated amount collected in rates annually.

In September 2014, the MPSC approved a settlement agreement addressing Consumers’ OPEB Plan funding application. Under the settlement agreement, Consumers contributed $25 million to the plan in 2014 and $29 million in February 2015. Consumers will suspend further contributions until the MPSC determines funding requirements in future general rate cases.

Benefit Payments: Presented in the following table are the expected benefit payments for each of the next five years and the five-year period thereafter:

 

 

 

 

 

 

 

In Millions

 

 

 

Pension

 

DB SERP

 

OPEB

1

CMS Energy, including Consumers

 

 

 

 

 

 

 

2014

 

$

119

 

$

8

 

$

58

 

2015

 

127

 

8

 

59

 

2016

 

134

 

8

 

61

 

2017

 

139

 

8

 

64

 

2018

 

144

 

8

 

66

 

2019-2023

 

760

 

48

 

364

 

Consumers

 

 

 

 

 

 

 

2014

 

$

116

 

$

4

 

$

56

 

2015

 

124

 

5

 

57

 

2016

 

131

 

5

 

59

 

2017

 

136

 

5

 

61

 

2018

 

140

 

5

 

64

 

2019-2023

 

740

 

27

 

349

 

1 CMS Energy’s and Consumers’ OPEB benefit payments are net of employee contributions and expected Medicare Part D subsidy payments for 2014.  CMS Energy and Consumers plan to change the Medicare drug program provided through the OPEB Plan from an employer-sponsored drug plan to an EGWP to begin on January 1, 2015; therefore, no Medicare Part D subsidy is expected after 2014.  For CMS Energy, subsidies to be received are estimated to be $6 million for 2014.  For Consumers, subsidies to be received are estimated to be $5 million for 2014.

 

 

 

 

 

 

In Millions

 

 

 

DB Pension Plan

 

DB SERP

 

OPEB Plan

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

2016

 

$

141

 

$

8

 

$

53

 

2017

 

146

 

8

 

57

 

2018

 

152

 

8

 

59

 

2019

 

156

 

9

 

63

 

2020

 

159

 

10

 

65

 

2021-2025

 

815

 

50

 

353

 

Consumers

 

 

 

 

 

 

 

2016

 

$

137

 

$

5

 

$

51

 

2017

 

142

 

5

 

55

 

2018

 

148

 

5

 

57

 

2019

 

152

 

5

 

61

 

2020

 

155

 

6

 

63

 

2021-2025

 

793

 

30

 

341

 

 

Collective Bargaining Agreements: At December 31, 2013,2015, unions represented 4340 percent of CMS Energy’s employees and 4542 percent of Consumers’ employees. The UWUA represents Consumers’ operating, maintenance, construction, and call center employees. The USW represents Zeeland employees. Union contracts expire in 2015.

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12:13:STOCK-BASED COMPENSATION

 

CMS Energy and Consumers provide a PISP to keyofficers, employees, and non-employee directors based on their contributions to the successful management of the company. The PISP has a five-yearten-year term, expiring in May 2014.2024.

 

All grants under the PISP for 2013, 2012, and 2011In 2015, all awards were in the form of TSR restricted stock or restricted stock units. The PISP also allows for unrestricted common stock, stock options, stock appreciation rights, phantom shares, performance units, and incentive options, none of which was granted in 2015, 2014, or 2013.

Shares awarded or subject to stock options, phantom shares, or performance units may not exceed 6.5 million shares from June 2014 through May 2024, nor may such awards to any recipient exceed 500,000 shares in any calendar year. CMS Energy and Consumers may issue awards of up to 5,611,442 shares of common stock under the PISP as of December 31, 2015. Shares for which payment or exercise is in cash, as well as shares that expire, terminate, or are cancelled or forfeited, may be awarded or granted again under the PISP.

All awards under the PISP vest fully upon death. Upon a change of control of CMS Energy or termination under an officer separation agreement, the awards will vest in accordance with specific officer agreements. If stated in the award, for restricted stock recipients who terminate employment due to retirement or disability, a pro-rata portion of the award will vest upon termination, with any market-based award also contingent upon the outcome of the market condition and any performance-based award contingent upon the outcome of the performance condition. The pro-rata portion is equal to the portion of the service period served between the award grant date and the employee’s termination date. The remaining portion of the awards will be forfeited. All awards for directors vest fully upon retirement. Restricted shares may be forfeited if employment terminates for any other reason or if the minimum service requirements are not met, as described in the award document.

Restricted Stock Awards: Restricted stock awards for employees under the PISP for 2015 and 2014 were in the form of performance-based, market-based, and time-lapse restricted stock. OfPrior to 2014, all grants were in the restricted stock awards granted to officers in 2013form of market-based and 2012, 75 percent were TSR restricted stock and 25 percent were time-lapse restricted stock. Restricted stock awardAward recipients receive shares of CMS Energy common stock that have dividend and voting rights. In lieu of cash dividend payments, however, the TSRdividends on performance-based and market-based restricted stock shares receive additionalare paid in restricted shares equal to the value of the dividend.dividends. These additional restricted shares are subject to the same vesting conditions as the underlying restricted stock shares.

 

TSRPerformance-based restricted stock vesting is contingent on meeting at least a 36-month service requirement and a performance condition. The performance condition is based on CMS Energy’s EPS growth relative to a peer group over a three-year period. The awards granted in 2015 and 2014 require a 38-month service period. Market-based restricted stock vesting is generally contingent on meeting a three-year service requirement and a specific market condition. The market condition is based entirely on a comparison of CMS Energy’s TSRtotal shareholder return with the median TSRtotal shareholder return of a peer group over the same three-year period. Depending on the outcome of the performance condition or the market condition, a recipient may earn a total award ranging from zero to 200 percent of the initial grant. Time-lapse restricted stock generally vests after a service period of three years.

 

All restricted stock awards vest fully upon death.  Upon a change of control of CMS Energy or termination under an officer separation agreement, restricted stock awards will vest in accordance with specific officer agreements.  For restricted stock award recipients who terminate employment due to retirement or disability, a pro-rata portion of the award equal to the portion of the service period served between the award grant date and the employee’s termination date will vest upon termination with any TSR award also contingent upon the outcome of the market condition.  The remaining portion of the award will be forfeited.  Restricted shares are forfeited fully if employment terminates for any other reason or if the minimum service requirements are not met or waived.

The PISP also allows for stock options, stock appreciation rights, phantom shares, performance units, and incentive options, none of which was granted in 2013, 2012, or 2011.

Shares awarded or subject to stock options, phantom shares, or performance units may not exceed 6 million shares from June 2009 through May 2014, nor may such awards to any recipient exceed 500,000 shares in any fiscal year.Stock Units: In 2015, CMS Energy and Consumers may issue awardsgranted restricted stock units to certain non-employee directors who elected to defer their restricted stock awards. The restricted stock units generally vest after a service period of upone year or, if earlier, at the next annual meeting. The restricted stock units will be distributed to 2,068,751 shares of common stock under the PISP at December 31, 2013.  Shares for which payment or exercise is in cash, as wellrecipients as shares in accordance with the directors’ deferral agreements. Restricted stock units do not have voting rights, but do have dividend rights. In lieu of cash dividend payments, the dividends on restricted stock units are paid in additional units equal to the value of the dividends. These additional restricted stock units are subject to the same vesting and distribution conditions as the underlying restricted stock units. No restricted stock units vested or stock optionswere forfeited for any reason other than failure to meet a market condition, may be awarded or granted again under the PISP.

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Presented in the following tabletables is the activity for restricted stock activityand restricted stock units under the PISP:2009 and 2014 PISPs:

 

Year Ended December 31, 2013

 

Number of Shares

 

Weighted-Average Grant Date
 Fair Value per Share

 

CMS Energy, including Consumers

 

 

 

 

 

Nonvested at beginning of period

 

1,654,776

 

$

19.15

 

Granted1

 

920,587

 

16.65

 

Vested

 

(927,164

)

10.85

 

Forfeited

 

(22,343

)

22.33

 

Nonvested at end of period

 

1,625,856

 

$

22.42

 

Consumers

 

 

 

 

 

Nonvested at beginning of period

 

1,547,123

 

$

19.22

 

Granted1

 

879,150

 

16.76

 

Vested

 

(841,728

)

10.84

 

Forfeited

 

(22,343

)

22.33

 

Nonvested at end of period

 

1,562,202

 

$

22.31

 

1 During 2013, CMS Energy granted 326,518 TSR shares, 271,250 time-lapse shares, 45,486 shares from dividends paid on TSR shares, and 277,333 shares granted as a result of the outcome of the TSR awards’ market condition.  During 2013, Consumers granted 310,454 TSR shares, 264,283 time-lapse shares, 43,450 shares from dividends paid on TSR shares, and 260,963 shares granted as a result of the outcome of the TSR awards’ market condition.

 

 

CMS Energy, including Consumers

 

Consumers

 

Year Ended December 31, 2015

 

Number of
Shares

 

Weighted-Average
Grant Date Fair Value
per Share

 

Number of
Shares

 

Weighted-Average
Grant Date Fair Value
per Share

 

Nonvested at beginning of period

 

1,679,595

 

$

24.69

 

1,614,684

 

$

24.71

 

Granted

 

 

 

 

 

 

 

 

 

Restricted stock

 

789,602

 

36.84

 

750,262

 

36.83

 

Restricted stock units

 

13,180

 

34.25

 

12,837

 

34.25

 

Vested - restricted stock

 

(793,103

)

27.76

 

(756,286

)

27.74

 

Forfeited - restricted stock

 

(64,340

)

26.93

 

(63,840

)

26.93

 

Nonvested at end of period

 

1,624,934

 

$

29.08

 

1,557,657

 

$

29.06

 

Year Ended December 31, 2015

 

CMS Energy, including
Consumers

 

Consumers

 

Granted

 

 

 

 

 

Time-lapse awards

 

152,820

 

146,536

 

Market-based awards

 

158,385

 

149,909

 

Performance-based awards

 

158,385

 

149,909

 

Restricted stock units

 

12,848

 

12,514

 

Dividends on market-based awards

 

22,208

 

21,129

 

Dividends on performance-based awards

 

11,046

 

10,502

 

Dividends on restricted stock units

 

332

 

323

 

Additional market-based shares based on achievement of condition

 

286,758

 

272,277

 

Total granted

 

802,782

 

763,099

 

 

CMS Energy and Consumers charge the fair value of the restricted stock awards to expense over the required service period.  TSRperiod and charge the fair value of the restricted stock units to expense immediately. For performance-based awards, CMS Energy and Consumers estimate the number of shares expected to vest at the end of the performance period based on the probable achievement of the performance objective. Performance-based and market-based restricted stock awards have graded vesting features for retirement-eligible employees, and CMS Energy and Consumers recognize expense for those awards on a graded vesting schedule over the required service period. Expense for TSRperformance-based and market-based restricted stock awards for non-retirement-eligible employees and time-lapse awards is recognized on a straight-line basis over the required service period.

 

The fair value of performance-based and time-lapse restricted stock and restricted stock units is based on the price of CMS Energy’s common stock on the grant date. The fair value of TSRmarket-based restricted stock awards is calculated on the grant date using a Monte Carlo simulation. CMS Energy and Consumers base expected volatilities on the historical volatility of the price of CMS Energy common stock. The risk-free rate for valuation of the TSRmarket-based restricted stock awards was based on the three-year U.S. Treasury yield at the award grant date.

 

Presented in the following table are the significantmost important assumptions used to estimate the fair value of the TSRmarket-based restricted stock awards:

 

 

 

2013

 

2012

 

2011

 

Expected volatility

 

17.4

 %

20.3

 %

29.6

 %

Expected dividend yield

 

3.9

 

4.1

 

4.6

 

Risk-free rate

 

0.4

 

0.3

 

1.0

 

144

Years Ended December 31

 

2015

 

2014

 

2013

 

Expected volatility

 

 14.1

%

 15.6

%

 17.4

%

Expected dividend yield

 

 3.3

 

 3.7

 

 3.9

 

Risk-free rate

 

 0.8

 

 0.8

 

 0.4

 



Table of Contents

Presented in the following table is the weighted-average grant-date fair value of all awards under the PISP:

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average grant-date fair value per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock granted

 

$

16.65

 

$

12.32

 

$

13.89

 

 

$

36.84

 

$

26.15

 

$

16.65

 

Restricted stock units granted

 

34.25

 

-

 

-

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average grant-date fair value per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock granted

 

$

16.76

 

$

12.28

 

$

14.17

 

 

$

36.83

 

$

26.18

 

$

16.76

 

Restricted stock units granted

 

 

34.25

 

 

-

 

 

-

 

 

Presented in the following table are amounts related to all restricted stock awards:awards and restricted stock units:

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of shares that vested during the year

 

$

10

 

$

10

 

$

7

 

 

$

29

 

$

16

 

$

10

 

Compensation expense recognized

 

14

 

12

 

10

 

 

20

 

14

 

14

 

Income tax benefit recognized

 

5

 

5

 

4

 

 

8

 

5

 

5

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of shares that vested during the year

 

$

9

 

$

8

 

$

7

 

 

$

28

 

$

15

 

$

9

 

Compensation expense recognized

 

14

 

11

 

10

 

 

19

 

13

 

14

 

Income tax benefit recognized

 

5

 

4

 

4

 

 

7

 

5

 

5

 

 

At December 31, 2013, $102015, $15 million of total unrecognized compensation cost was related to restricted stock for CMS Energy, including Consumers, and $10$15 million of total unrecognized compensation cost was related to restricted stock for Consumers. CMS Energy and Consumers expect to recognize this cost over a weighted-average period of 1.8 years.

 

Since CMS Energy has utilized tax loss carryforwards, CMS Energy was unable to realize excess federal tax benefits upon vesting of restricted stock. Therefore, CMS Energy did not recognize the related excess federal tax benefits in equity. Since CMS Energy is not in a loss position for state tax purposes, CMS Energy recognized the related state tax benefits of $1 million in equity in 2015. As of December 31, 2013,2015, CMS Energy has $58had $33 million of unrealized excess federal tax benefits.

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Table of Contents

13:14:INCOME TAXES

 

CMS Energy and its subsidiaries file a consolidated U.S. federal income tax return and a unitary Michigan income tax return. Income taxes are allocated based on each company’s separate taxable income in accordance with the CMS Energy tax sharing agreement.

 

Presented in the following table is the difference between actual income tax expense on continuing operations excluding noncontrolling interests, and income tax expense computed by applying the statutory U.S. federal income tax rate:

 

 

In Millions, Except Tax Rate 

 

 

In Millions, Except Tax Rate

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

$

754

 

$

620

 

$

604

 

 

$

796

 

$

729

 

$

756

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense at statutory rate

 

264

 

217

 

211

 

 

279

 

255

 

265

 

Increase (decrease) in income taxes from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MCIT law change, net of federal effect1

 

-

 

-

 

(32

)

State and local income taxes, net of federal effect

 

37

 

27

 

21

 

 

39

 

36

 

37

 

Accelerated flow-through of regulatory tax benefits

 

(39

)

(39

)

-

 

Other, net

 

1

 

1

 

(9

)

 

(8

)

(2

)

-

 

Income tax expense

 

$

302

 

$

245

 

$

191

 

 

$

271

 

$

250

 

$

302

 

Effective tax rate

 

40.1

 %

39.5

 %

31.6

 %

 

34.0

%

34.3

%

39.9

%

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

$

880

 

$

736

 

$

734

 

 

$

896

 

$

873

 

$

880

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense at statutory rate

 

308

 

258

 

257

 

 

314

 

306

 

308

 

Increase (decrease) in income taxes from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and local income taxes, net of federal effect

 

43

 

36

 

24

 

 

42

 

42

 

43

 

Accelerated flow-through of regulatory tax benefits

 

(39

)

(39

)

-

 

Other, net

 

(5

)

3

 

(14

)

 

(15

)

(3

)

(5

)

Income tax expense

 

$

346

 

$

297

 

$

267

 

 

$

302

 

$

306

 

$

346

 

Effective tax rate

 

39.3

 %

40.4

 %

36.4

 %

 

33.7

%

35.1

%

39.3

%

 

1 ForPrior to 2014, Consumers recognized the yearincome tax benefits associated with the removal costs of plant placed in service before 1993 as payments were made and the tax benefits were flowed through to customers. In 2013, the MPSC issued an order authorizing Consumers to flow through to customers the income tax benefits on a straight-line basis over an accelerated period. This regulatory treatment, which Consumers implemented in January 2014, will accelerate the return of $209 million of income tax benefits over five years to electric customers and $260 million of income tax benefits over 12 years to gas customers. This treatment reduced Consumers’ income tax expense by $39 million for each of the years ended December 31, 2011, CMS Energy2015 and Consumers remeasured their Michigan deferred income tax assets and liabilities due to the enactment in May 2011 of the MCIT, which became effective January 1, 2012.  The MCIT, a simplified six percent corporate income tax, replaced the MBT, a complex multi-part tax.  CMS Energy recognized a one-time non-cash deferred tax benefit of $32 million as a result of this remeasurement.  Consumers recognized a $128 million regulatory asset (not including the effects of income tax gross-ups) related to this change in tax law.2014.

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Presented in the following table are the significant components of income tax expense on continuing operations:

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Current income taxes

 

 

 

 

 

 

 

Federal

 

$

-

 

$

1

 

$

2

 

State and local

 

34

 

21

 

24

 

 

 

$

34

 

$

22

 

$

26

 

Deferred income taxes

 

 

 

 

 

 

 

Federal

 

$

248

 

$

205

 

$

207

 

State and local

 

23

 

21

 

11

 

MCIT law change

 

-

 

-

 

(49

)

 

 

$

271

 

$

226

 

$

169

 

Deferred income tax credit

 

(3

)

(3

)

(4

)

Tax expense

 

$

302

 

$

245

 

$

191

 

Consumers

 

 

 

 

 

 

 

Current income taxes

 

 

 

 

 

 

 

Federal

 

$

137

 

$

110

 

$

74

 

State and local

 

45

 

37

 

32

 

 

 

$

182

 

$

147

 

$

106

 

Deferred income taxes

 

 

 

 

 

 

 

Federal

 

$

147

 

$

134

 

$

159

 

State and local

 

20

 

19

 

6

 

 

 

$

167

 

$

153

 

$

165

 

Deferred income tax credit

 

(3

)

(3

)

(4

)

Tax expense

 

$

346

 

$

297

 

$

267

 

147

 

 

 

 

In Millions

 

Years Ended December 31

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Current income taxes

 

 

 

 

 

 

 

Federal

 

$

-

 

$

-

 

$

-

 

State and local

 

24

 

24

 

34

 

 

 

$

24

 

$

24

 

$

34

 

Deferred income taxes

 

 

 

 

 

 

 

Federal

 

$

192

 

$

198

 

$

248

 

State and local

 

36

 

31

 

23

 

 

 

$

228

 

$

229

 

$

271

 

Deferred income tax credit

 

19

 

(3

)

(3

)

Tax expense

 

$

271

 

$

250

 

$

302

 

Consumers

 

 

 

 

 

 

 

Current income taxes

 

 

 

 

 

 

 

Federal

 

$

66

 

$

8

 

$

137

 

State and local

 

32

 

36

 

45

 

 

 

$

98

 

$

44

 

$

182

 

Deferred income taxes

 

 

 

 

 

 

 

Federal

 

$

153

 

$

236

 

$

147

 

State and local

 

32

 

29

 

20

 

 

 

$

185

 

$

265

 

$

167

 

Deferred income tax credit

 

19

 

(3

)

(3

)

Tax expense

 

$

302

 

$

306

 

$

346

 



Table of Contents

Presented in the following table are the principal components of deferred income tax assets (liabilities) recognized:

 

 

 

In Millions

 

 

 

In Millions

 

December 31

 

2013

 

2012

 

 

2015

 

2014

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

Employee benefits

 

$

(99

)

$

3

 

 

$

(127

)

$

(72

)

Gas inventory

 

(130

)

(147

)

 

(96

)

(117

)

Plant, property, and equipment

 

(1,856

)

(1,783

)

 

(2,429

)

(2,217

)

Net regulatory tax liability

 

86

 

131

 

 

50

 

65

 

Reserves and accruals

 

57

 

71

 

 

59

 

63

 

Securitized costs

 

(190

)

(73

)

 

(122

)

(144

)

Tax loss and credit carryforwards

 

629

 

733

 

 

657

 

676

 

Other

 

15

 

(15

)

 

(5

)

-

 

 

$

(1,488

)

$

(1,080

)

 

$

(2,013

)

$

(1,746

)

Less valuation allowance

 

(2

)

(3

)

 

(4

)

(2

)

Total net deferred income tax liabilities

 

$

(1,490

)

$

(1,083

)

 

$

(2,017

)

$

(1,748

)

Deferred tax assets, net of valuation reserves

 

$

785

 

$

935

 

 

$

762

 

$

802

 

Deferred tax liabilities

 

(2,275

)

(2,018

)

 

(2,779

)

(2,550

)

Total net deferred income tax liabilities

 

$

(1,490

)

$

(1,083

)

 

$

(2,017

)

$

(1,748

)

Consumers

 

 

 

 

 

 

 

 

 

 

Employee benefits

 

$

(119

)

$

(36

)

 

$

(156

)

$

(103

)

Gas inventory

 

(130

)

(147

)

 

(96

)

(117

)

Plant, property, and equipment

 

(1,911

)

(1,848

)

 

(2,457

)

(2,263

)

Net regulatory tax liability

 

86

 

131

 

 

50

 

65

 

Reserves and accruals

 

31

 

41

 

 

30

 

34

 

Securitized costs

 

(190

)

(73

)

 

(122

)

(144

)

Tax loss and credit carryforwards

 

48

 

61

 

 

46

 

45

 

Other

 

16

 

(13

)

 

(5

)

(2

)

 

$

(2,169

)

$

(1,884

)

 

$

(2,710

)

$

(2,485

)

Less valuation allowance

 

(1

)

(1

)

 

-

 

(1

)

Total net deferred income tax liabilities

 

$

(2,170

)

$

(1,885

)

 

$

(2,710

)

$

(2,486

)

Deferred tax assets, net of valuation reserves

 

$

180

 

$

232

 

 

$

126

 

$

143

 

Deferred tax liabilities

 

(2,350

)

(2,117

)

 

(2,836

)

(2,629

)

Total net deferred income tax liabilities

 

$

(2,170

)

$

(1,885

)

 

$

(2,710

)

$

(2,486

)

 

Deferred tax assets and liabilities are recognized for the estimated future tax effect of temporary differences between the tax basis of assets or liabilities and the reported amounts on CMS Energy’s and Consumers’ consolidated financial statements.  Deferred tax assets and liabilities are classified as current or non-current according to the classification of the related assets or liabilities.  Deferred tax assets and liabilities not related to assets or liabilities are classified according to the expected reversal date of the temporary differences.

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Table of Contents

Presented in the following table are the tax loss and credit carryforwards at December 31, 2013:2015:

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

In Millions

 

 

Gross Amount

 

Tax Attribute

 

Expiration

 

 

Gross Amount

 

Tax Attribute

 

Expiration

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal net operating loss carryforward

 

$

900

 

$

315

 

2026 – 2031

 

 

$

885

 

$

311

 

2025 – 2034

 

Local net operating loss carryforwards

 

 

420

 

 

4

 

2023 – 2031

 

 

 

414

 

 

4

 

2023 – 2034

 

State capital loss carryforward

 

 

18

 

 

1

 

2014

 

Alternative minimum tax credits

 

 

270

 

 

270

 

No expiration

 

 

 

270

 

 

270

 

No expiration

 

Charitable contribution carryover

 

 

5

 

 

2

 

2016

 

 

 

2

 

 

1

 

2016 – 2019

 

General business credits

 

 

37

 

 

37

 

2018 – 2033

 

 

 

71

 

 

71

 

2018 – 2035

 

Total tax attributes

 

 

 

 

$

629

 

 

 

 

 

 

 

$

657

 

 

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal net operating loss carryforward

 

$

129

 

$

45

 

2026 – 2031

 

 

$

121

 

$

42

 

2025 – 2034

 

State capital loss carryforward

 

 

10

 

 

1

 

2014

 

Charitable contribution carryover

 

 

5

 

 

2

 

2016

 

 

 

2

 

 

1

 

2016 – 2019

 

General business credits

 

 

3

 

 

3

 

2032 – 2035

 

Total tax attributes

 

 

 

 

$

48

 

 

 

 

 

 

 

$

46

 

 

 

 

CMS Energy has provided a valuation allowance of $1 million for the local tax loss carryforward, and a valuation allowance of $1$3 million for the state capital loss carryforward.  Consumers has provided a valuation allowance of $1 million for the state capital loss carryforward.general business credits. CMS Energy and Consumers expect to utilize fully tax loss and credit carryforwards for which no valuation allowance has been provided. It is reasonably possible that further adjustments will be made to the valuation allowances within one year.

 

Presented in the following table is a reconciliation of the beginning and ending amount of uncertain tax benefits:

 

 

 

 

In Millions

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1

 

$

4

 

$

4

 

 

$

5

 

$

4

 

$

1

 

Additions for current-year tax positions

 

1

 

2

 

-

 

Additions for prior-year tax positions

 

1

 

1

 

3

 

Reductions for prior-year tax positions

 

-

 

(4

)

(1

)

 

(1

)

(2

)

-

 

Additions for prior-year tax positions

 

3

 

1

 

1

 

Balance at end of period

 

$

4

 

$

1

 

$

4

 

 

$

6

 

$

5

 

$

4

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1

 

$

4

 

$

3

 

 

$

5

 

$

4

 

$

1

 

Additions for current-year tax positions

 

1

 

2

 

-

 

Additions for prior-year tax positions

 

1

 

1

 

3

 

Reductions for prior-year tax positions

 

-

 

(4

)

-

 

 

(1

)

(2

)

-

 

Additions for prior-year tax positions

 

3

 

1

 

1

 

Balance at end of period

 

$

4

 

$

1

 

$

4

 

 

$

6

 

$

5

 

$

4

 

 

CMS Energy, including Consumers, hadIf recognized, all of these uncertain tax benefits of $4 million at December 31, 2013, $1 million at December 31, 2012 and $4 million at December 31, 2011 that, if recognized, would affect theCMS Energy’s and Consumers’ annual effective tax rate in future years.  Consumers had uncertain tax benefits of $4 million at December 31, 2013, $1 million at December 31, 2012, and $4 million at December 31, 2011 that, if recognized, would affect the annual effective tax raterates in future years.

 

CMS Energy and Consumers recognize accrued interest and penalties, where applicable, as part of income tax expense. CMS Energy, including Consumers, recognized no interest or penalties for the years ended December 31, 2013, 2012,2015, 2014, or 2011.2013.

 

In May 2012,April 2014, the IRS completed its audit of the federal income tax returns of CMS Energy and its subsidiaries for 20082010 and 2009, as well as its2011. The audit of research and development tax credit claims for 2001 through 2009.  The audits resulted in a

149



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$45 million increase in the net operating loss carryforward.  The impactno significant adjustments to netCMS Energy’s or Consumers’ taxable income as a result of the completion of the audits was a decrease of $1 million.or income tax expense.

 

CMS Energy’s federal income tax returns for 20102012 and subsequent years remain subject to examination by the IRS. CMS Energy’s MCIT and MBT returns for 2008 and subsequent years remain subject to examination by the State of Michigan.

The amount of income taxes paid is subject to ongoing audits by federal, state, local, and foreign tax authorities, which can result in proposed assessments. CMS Energy’s and Consumers’ estimate of the potential outcome for any uncertain tax issue is highly judgmental. CMS Energy and Consumers believe that their accrued tax liabilities at December 31, 20132015 were adequate for all years.

 

14:15:EARNINGS PER SHARE – SHARE—CMS ENERGY

 

Presented in the following table are CMS Energy’s basic and diluted EPS computations based on income from continuing operations:net income:

 

In Millions, Except Per Share Amounts

In Millions, Except Per Share Amounts

 

In Millions, Except Per Share Amounts

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

Income available to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

454

 

$

377

 

$

415

 

Net income

 

$

525

 

$

479

 

$

454

 

Less income attributable to noncontrolling interests

 

2

 

2

 

2

 

 

2

 

2

 

2

 

Income from continuing operations available to
common stockholders – basic and diluted

 

$

452

 

$

375

 

$

413

 

Net income available to common stockholders – basic and diluted

 

$

523

 

$

477

 

$

452

 

Average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares – basic

 

264.5

 

260.7

 

250.8

 

 

275.6

 

270.6

 

264.5

 

Add dilutive contingently convertible securities

 

6.4

 

6.8

 

12.2

 

 

-

 

3.1

 

6.4

 

Add dilutive non-vested stock awards and options

 

1.0

 

1.1

 

0.4

 

Add dilutive nonvested stock awards

 

0.9

 

0.9

 

1.0

 

Weighted-average shares – diluted

 

271.9

 

268.6

 

263.4

 

 

276.5

 

274.6

 

271.9

 

Income from continuing operations per average
common share available to common stockholders

 

 

 

 

 

 

 

Net income per average common share available to common stockholders

 

 

 

 

 

 

 

Basic

 

$

1.71

 

$

1.43

 

$

1.65

 

 

$

1.90

 

$

1.76

 

$

1.71

 

Diluted

 

1.66

 

1.39

 

1.57

 

 

1.89

 

1.74

 

1.66

 

 

 

 

 

 

 

 

Dividends declared per common share

 

$

1.16

 

$

1.08

 

$

1.02

 

 

CONTINGENTLY CONVERTIBLE SECURITIESContingently Convertible Securities

 

WhenIn June 2014, CMS Energy has earnings from continuing operations,redeemed its remaining contingently convertible securities. For the periods those securities dilutewere outstanding, they diluted EPS to the extent that the conversion value of a security,the securities, which iswas based on the average market price of CMS Energy common stock, exceeds theexceeded their principal value of that security.value.

 

NON-VESTED STOCK AWARDSNonvested Stock Awards

 

CMS Energy’s non-vestednonvested stock awards are composed of participating and non-participating securities. The participating securities accrue cash dividends when common stockholders receive dividends. Since the recipient is not required to return the dividends to CMS Energy if the recipient forfeits the award, the non-vestednonvested stock awards are considered participating securities. As such, the participating non-vestednonvested stock awards were included in the computation of basic EPS. The non-participating securities accrue stock dividends that vest concurrently with the stock award. If the recipient forfeits the award, the stock dividends accrued on the non-participating securities are also forfeited. Accordingly, the non-participating awards and stock dividends were included in the computation of diluted EPS, but not basic EPS.

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Table of Contents

15:16:OTHER INCOME AND OTHER EXPENSE

 

Presented in the following tablestable are the components of other income and other expense at CMS Energy and Consumers:

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

Other income

 

 

 

 

 

 

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Regulatory return on capital expenditures

 

$

-

 

$

1

 

$

-

 

Return on stranded costs

 

-

 

1

 

3

 

Fee income

 

7

 

7

 

8

 

All other

 

3

 

2

 

5

 

Total other income

 

$

10

 

$

11

 

$

16

 

Consumers

 

 

 

 

 

 

 

Regulatory return on capital expenditures

 

$

-

 

$

1

 

$

-

 

Gain on CMS Energy common stock

 

4

 

5

 

4

 

Return on stranded costs

 

-

 

1

 

3

 

Fee income

 

7

 

7

 

8

 

All other

 

3

 

2

 

4

 

Total other income

 

$

14

 

$

16

 

$

19

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

Other expense

 

 

 

 

 

 

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Loss on reacquired and extinguished debt

 

$

(4

)

$

-

 

$

(1

)

Donations

 

(4

)

(11

)

(11

)

Civic and political expenditures

 

(5

)

(17

)

(3

)

All other

 

(7

)

(5

)

(7

)

Total other expense

 

$

(20

)

$

(33

)

$

(22

)

Consumers

 

 

 

 

 

 

 

Donations

 

$

(4

)

$

(11

)

$

(11

)

Civic and political expenditures

 

(5

)

(17

)

(3

)

All other

 

(7

)

(5

)

(6

)

Total other expense

 

$

(16

)

$

(33

)

$

(20

)

151

 

 

 

 

In Millions

 

Years Ended December 31

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Other income

 

 

 

 

 

 

 

Fee income

 

$

9

 

$

8

 

$

7

 

All other

 

1

 

3

 

3

 

Total other income – CMS Energy

 

$

10

 

$

11

 

$

10

 

Consumers

 

 

 

 

 

 

 

Other income

 

 

 

 

 

 

 

Fee income

 

$

9

 

$

8

 

$

7

 

Gain on CMS Energy common stock

 

9

 

-

 

4

 

All other

 

1

 

2

 

3

 

Total other income – Consumers

 

$

19

 

$

10

 

$

14

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

Civic and political expenditures

 

$

(10

)

$

(14

)

$

(5

)

Donations

 

(1

)

(15

)

(4

)

Loss on reacquired and extinguished debt

 

-

 

(20

)

(4

)

All other

 

(6

)

(6

)

(7

)

Total other expense – CMS Energy

 

$

(17

)

$

(55

)

$

(20

)

Consumers

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

Civic and political expenditures

 

$

(10

)

$

(14

)

$

(5

)

Donations

 

(1

)

(15

)

(4

)

All other

 

(6

)

(6

)

(7

)

Total other expense – Consumers

 

$

(17

)

$

(35

)

$

(16

)



Table of Contents

16:17:REPORTABLE SEGMENTS

 

Reportable segments consist of business units defined by the products and services they offer. CMS Energy and Consumers evaluate the performance of each segment based on its contribution to net income available to CMS Energy’s common stockholders.  The reportable segments for CMS Energy and Consumers are:

CMS Energy:

·electric utility, consisting of regulated activities associated with the generation and distribution of electricity in Michigan;

·gas utility, consisting of regulated activities associated with the transportation, storage, and distribution of natural gas in Michigan;

·enterprises, consisting of various subsidiaries engaging primarily in domestic independent power production; and

·other, including EnerBank, corporate interest and other expenses, and discontinued operations.

Consumers:

·electric utility, consisting of regulated activities associated with the generation and distribution of electricity in Michigan;

·gas utility, consisting of regulated activities associated with the transportation, storage, and distribution of natural gas in Michigan; and

·other, including a consolidated special-purpose entity for the sale of accounts receivable.

 

Accounting policies for CMS Energy’s and Consumers’ segments are as described in Note 1, Significant Accounting Policies. The consolidated financial statements reflect the assets, liabilities, revenues, and expenses of the individual segments when appropriate. Accounts are allocated among the segments when common accounts are attributable to more than one segment. The allocations are based on certain measures of business activities, such as revenue, labor dollars, customers, other operation and maintenance expense, construction expense, leased property, taxes, or functional surveys. For example, customer receivables are allocated based on revenue, and pension provisions are allocated based on labor dollars.

 

Inter-segment sales and transfers are accounted for at current market prices and are eliminated in consolidated net income available to common stockholders by segment.

 

CMS Energy

The reportable segments for CMS Energy are:

152·electric utility, consisting of regulated activities associated with the generation, transmission, and distribution of electricity in Michigan



Table·gas utility, consisting of Contentsregulated activities associated with the transportation, storage, and distribution of natural gas in Michigan

·enterprises, consisting of various subsidiaries engaging primarily in domestic independent power production

 

CMS Energy presents EnerBank and corporate interest and other expenses within other reconciling items.

Consumers

The reportable segments for Consumers are:

·electric utility, consisting of regulated activities associated with the generation, transmission, and distribution of electricity in Michigan

·gas utility, consisting of regulated activities associated with the transportation, storage, and distribution of natural gas in Michigan

Consumers’ other consolidated entities are presented within other reconciling items.

Presented in the following tables is financial information by reportable segment:

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Operating revenue

 

 

 

 

 

 

 

Electric utility

 

$

4,173

 

$

4,031

 

$

3,913

 

Gas utility

 

2,148

 

1,982

 

2,340

 

Enterprises

 

181

 

183

 

204

 

Other

 

64

 

57

 

46

 

Total operating revenue – CMS Energy

 

$

6,566

 

$

6,253

 

$

6,503

 

Consumers

 

 

 

 

 

 

 

Operating revenue

 

 

 

 

 

 

 

Electric utility

 

$

4,173

 

$

4,031

 

$

3,913

 

Gas utility

 

2,148

 

1,982

 

2,340

 

Total operating revenue – Consumers

 

$

6,321

 

$

6,013

 

$

6,253

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

Electric utility

 

$

484

 

$

459

 

$

412

 

Gas utility

 

138

 

133

 

130

 

Enterprises

 

3

 

4

 

3

 

Other

 

3

 

2

 

1

 

Total depreciation and amortization – CMS Energy

 

$

628

 

$

598

 

$

546

 

Consumers

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

Electric utility

 

$

484

 

$

459

 

$

412

 

Gas utility

 

138

 

133

 

130

 

Total depreciation and amortization – Consumers

 

$

622

 

$

592

 

$

542

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Income from equity method investees1

 

 

 

 

 

 

 

Enterprises

 

$

13

 

$

17

 

$

9

 

Total income from equity method investees – CMS Energy

 

$

13

 

$

17

 

$

9

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Interest charges

 

 

 

 

 

 

 

Electric utility

 

$

179

 

$

179

 

$

192

 

Gas utility

 

64

 

63

 

71

 

Other

 

155

 

147

 

152

 

Total interest charges – CMS Energy

 

$

398

 

$

389

 

$

415

 

Consumers

 

 

 

 

 

 

 

Interest charges

 

 

 

 

 

 

 

Electric utility

 

$

179

 

$

179

 

$

192

 

Gas utility

 

64

 

63

 

71

 

Other

 

2

 

2

 

2

 

Total interest charges – Consumers

 

$

245

 

$

244

 

$

265

 

153

 

 

 

 

In Millions

 

Years Ended December 31

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Operating revenue

 

 

 

 

 

 

 

Electric utility

 

$

4,249

 

$

4,436

 

$

4,173

 

Gas utility

 

1,916

 

2,363

 

2,148

 

Enterprises

 

190

 

299

 

181

 

Other reconciling items

 

101

 

81

 

64

 

Total operating revenue – CMS Energy

 

$

6,456

 

$

7,179

 

$

6,566

 

Consumers

 

 

 

 

 

 

 

Operating revenue

 

 

 

 

 

 

 

Electric utility

 

$

4,249

 

$

4,436

 

$

4,173

 

Gas utility

 

1,916

 

2,363

 

2,148

 

Other reconciling items

 

-

 

1

 

-

 

Total operating revenue – Consumers

 

$

6,165

 

$

6,800

 

$

6,321

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

Electric utility

 

$

567

 

$

522

 

$

484

 

Gas utility

 

177

 

156

 

138

 

Enterprises

 

4

 

4

 

3

 

Other reconciling items

 

2

 

3

 

3

 

Total depreciation and amortization – CMS Energy

 

$

750

 

$

685

 

$

628

 

Consumers

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

Electric utility

 

$

567

 

$

522

 

$

484

 

Gas utility

 

177

 

156

 

138

 

Total depreciation and amortization – Consumers

 

$

744

 

$

678

 

$

622

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Income from equity method investees1

 

 

 

 

 

 

 

Enterprises

 

$

14

 

$

15

 

$

13

 

Total income from equity method investees – CMS Energy

 

$

14

 

$

15

 

$

13

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Interest charges

 

 

 

 

 

 

 

Electric utility

 

$

178

 

$

181

 

$

179

 

Gas utility

 

71

 

67

 

64

 

Other reconciling items

 

147

 

159

 

155

 

Total interest charges – CMS Energy

 

$

396

 

$

407

 

$

398

 

Consumers

 

 

 

 

 

 

 

Interest charges

 

 

 

 

 

 

 

Electric utility

 

$

178

 

$

181

 

$

179

 

Gas utility

 

71

 

67

 

64

 

Other reconciling items

 

1

 

2

 

2

 

Total interest charges – Consumers

 

$

250

 

$

250

 

$

245

 



Table of Contents

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

 

 

 

 

 

Electric utility

 

$

242

 

$

227

 

$

190

 

Gas utility

 

104

 

70

 

77

 

Enterprises

 

(4

)

(1

)

(24

)

Other

 

(40

)

(51

)

(52

)

Total income tax expense – CMS Energy

 

$

302

 

$

245

 

$

191

 

Consumers

 

 

 

 

 

 

 

Income tax expense

 

 

 

 

 

 

 

Electric utility

 

$

242

 

$

227

 

$

190

 

Gas utility

 

104

 

70

 

77

 

Total income tax expense – Consumers

 

$

346

 

$

297

 

$

267

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Net income (loss) available to common stockholders

 

 

 

 

 

 

 

Electric utility

 

$

363

 

$

325

 

$

333

 

Gas utility

 

168

 

110

 

130

 

Enterprises

 

2

 

16

 

32

 

Other

 

(81

)

(69

)

(80

)

Total net income available to common stockholders – CMS Energy

 

$

452

 

$

382

 

$

415

 

Consumers

 

 

 

 

 

 

 

Net income available to common stockholder

 

 

 

 

 

 

 

Electric utility

 

$

363

 

$

325

 

$

333

 

Gas utility

 

168

 

110

 

130

 

Other

 

1

 

2

 

2

 

Total net income available to common stockholder – Consumers

 

$

532

 

$

437

 

$

465

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Plant, property, and equipment, gross

 

 

 

 

 

 

 

Electric utility

 

$

11,186

 

$

11,041

 

$

10,400

 

Gas utility

 

4,843

 

4,400

 

4,206

 

Enterprises

 

115

 

113

 

109

 

Other

 

40

 

38

 

36

 

Total plant, property, and equipment – CMS Energy

 

$

16,184

 

$

15,592

 

$

14,751

 

Consumers

 

 

 

 

 

 

 

Plant, property, and equipment, gross

 

 

 

 

 

 

 

Electric utility

 

$

11,186

 

$

11,041

 

$

10,400

 

Gas utility

 

4,843

 

4,400

 

4,206

 

Other

 

15

 

15

 

15

 

Total plant, property, and equipment – Consumers

 

$

16,044

 

$

15,456

 

$

14,621

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Investments in equity method investees1

 

 

 

 

 

 

 

Enterprises

 

$

57

 

$

55

 

$

49

 

Other

 

2

 

2

 

1

 

Total investments in equity method investees – CMS Energy

 

$

59

 

$

57

 

$

50

 

154

 

 

 

 

In Millions

 

Years Ended December 31

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

 

 

 

 

 

Electric utility

 

$

224

 

$

211

 

$

242

 

Gas utility

 

78

 

95

 

104

 

Enterprises

 

3

 

(1

)

(4

)

Other reconciling items

 

(34

)

(55

)

(40

)

Total income tax expense – CMS Energy

 

$

271

 

$

250

 

$

302

 

Consumers

 

 

 

 

 

 

 

Income tax expense

 

 

 

 

 

 

 

Electric utility

 

$

224

 

$

211

 

$

242

 

Gas utility

 

78

 

95

 

104

 

Total income tax expense – Consumers

 

$

302

 

$

306

 

$

346

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Net income (loss) available to common stockholders

 

 

 

 

 

 

 

Electric utility

 

$

437

 

$

384

 

$

363

 

Gas utility

 

154

 

179

 

168

 

Enterprises

 

4

 

(1

)

2

 

Other reconciling items

 

(72

)

(85

)

(81

)

Total net income available to common stockholders – CMS Energy

 

$

523

 

$

477

 

$

452

 

Consumers

 

 

 

 

 

 

 

Net income available to common stockholder

 

 

 

 

 

 

 

Electric utility

 

$

437

 

$

384

 

$

363

 

Gas utility

 

154

 

179

 

168

 

Other reconciling items

 

1

 

2

 

1

 

Total net income available to common stockholder – Consumers

 

$

592

 

$

565

 

$

532

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Plant, property, and equipment, gross

 

 

 

 

 

 

 

Electric utility

 

$

13,059

 

$

12,230

 

$

11,186

 

Gas utility

 

5,723

 

5,335

 

4,843

 

Enterprises

 

120

 

115

 

115

 

Other reconciling items

 

41

 

41

 

40

 

Total plant, property, and equipment, gross – CMS Energy

 

$

18,943

 

$

17,721

 

$

16,184

 

Consumers

 

 

 

 

 

 

 

Plant, property, and equipment, gross

 

 

 

 

 

 

 

Electric utility

 

$

13,059

 

$

12,230

 

$

11,186

 

Gas utility

 

5,723

 

5,335

 

4,843

 

Other reconciling items

 

15

 

15

 

15

 

Total plant, property, and equipment, gross – Consumers

 

$

18,797

 

$

17,580

 

$

16,044

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

Investments in equity method investees1

 

 

 

 

 

 

 

Enterprises

 

$

61

 

$

58

 

$

57

 

Other reconciling items

 

3

 

3

 

2

 

Total investments in equity method investees – CMS Energy

 

$

64

 

$

61

 

$

59

 



Table of Contents

 

 

 

In Millions

 

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

2015

 

2014

 

2013

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric utility2

 

$

10,487

 

$

10,423

 

$

9,938

 

 

$

12,676

 

$

11,582

 

$

10,487

 

Gas utility2

 

4,784

 

5,016

 

4,956

 

 

5,918

 

5,391

 

4,784

 

Enterprises

 

332

 

181

 

242

 

 

270

 

231

 

231

 

Other

 

1,813

 

1,511

 

1,316

 

Other reconciling items

 

1,476

 

1,981

 

1,788

 

Total assets – CMS Energy

 

$

17,416

 

$

17,131

 

$

16,452

 

 

$

20,340

 

$

19,185

 

$

17,290

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric utility2

 

$

10,487

 

$

10,423

 

$

9,938

 

 

$

12,676

 

$

11,582

 

$

10,487

 

Gas utility2

 

4,784

 

5,016

 

4,956

 

 

5,918

 

5,391

 

4,784

 

Other

 

908

 

836

 

768

 

Other reconciling items

 

64

 

874

 

908

 

Total assets – Consumers

 

$

16,179

 

$

16,275

 

$

15,662

 

 

$

18,658

 

$

17,847

 

$

16,179

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric utility

 

$

996

 

$

921

 

$

661

 

 

$

1,136

 

$

1,139

 

$

996

 

Gas utility

 

407

 

340

 

261

 

 

558

 

473

 

407

 

Enterprises

 

1

 

1

 

5

 

 

44

 

3

 

1

 

Other

 

4

 

4

 

1

 

Other reconciling items

 

3

 

1

 

4

 

Total capital expenditures – CMS Energy

 

$

1,408

 

$

1,266

 

$

928

 

 

$

1,741

 

$

1,616

 

$

1,408

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric utility

 

$

996

 

$

921

 

$

661

 

 

$

1,136

 

$

1,139

 

$

996

 

Gas utility

 

407

 

340

 

261

 

 

558

 

473

 

407

 

Total capital expenditures – Consumers

 

$

1,403

 

$

1,261

 

$

922

 

 

$

1,694

 

$

1,612

 

$

1,403

 

 

1                   Consumers had no significant equity method investments.

 

2                   Amounts include a portion of Consumers’ other common assets attributable to both the electric and gas utility businesses.

 

3                   Amounts include purchase of capital lease additions. Amounts also include a portion of Consumers’ capital expenditures for plant and equipment attributable to both the electric and gas utility businesses.

 

17:18:RELATED-PARTY TRANSACTIONS – TRANSACTIONS—CONSUMERS

 

Consumers enters into a number of significant transactions with related parties. These transactions include:

 

·                 purchase and salepurchases of electricity from and to affiliates of CMS Enterprises;Enterprises

·                 payment ofpayments to and from CMS Energy related to parent company overhead costs to CMS Energy; and

·                 investment in CMS Energy common stock.stock

 

Transactions involving power supply purchases from certain affiliates of CMS Enterprises are based on avoided costs under the Public Utility Regulatory Policies Act of 1978, state law, and competitive bidding. The payment of parent company overhead costs is based on the use of accepted industry allocation methodologies. These payments are for costs that occur in the normal course of business.

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Presented in the following table areis Consumers’ expense recorded income and expense from related parties as ofparty transactions for the years ended December 31:

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

In Millions

 

Description

 

Related Party

 

2013

 

2012

 

2011

 

 

Related Party

 

2015

 

2014

 

2013

 

Purchases of capacity and energy

 

Affiliates of CMS Enterprises

 

$   89

 

$   86

 

$   81

 

 

Affiliates of CMS Enterprises

 

$   83

 

$   89

 

$   89

 

 

Amounts payable to related parties for purchased power and other services were $13$23 million at December 31, 20132015 and $11$12 million at December 31, 2012.2014.

Accounts receivable from related parties were $17 million at December 31, 2015, primarily representing Consumers’ payment of postretirement benefits contributions on behalf of CMS Energy. Accounts receivable from related parties were $1 million at December 31, 2014.

 

Consumers owned 1.1 million shares of CMS Energy common stock with a fair value of $29 million at December 31, 2013.2015. For additional details on Consumers’ investment in CMS Energy common stock, see Note 6,7, Financial Instruments.

 

In January 2014,2016, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $300 million. At December 31, 2013,2015, there were no outstanding loans under the prior agreement.

 

18:19:VARIABLE INTEREST ENTITIES

Variable interests are contractual, ownership, or other interests in an entity that change as the fair value of the VIE’s net assets, excluding variable interests, changes.  An entity is considered to be a VIE when its capital is insufficient to permit it to finance its activities without additional subordinated financial support or its equity investors, as a group, lack the characteristics of having a controlling financial interest.

Entities that are VIEs must be consolidated if the reporting entity determines that it has a controlling financial interest.  The entity that is required to consolidate the VIE is called the primary beneficiary.  The primary beneficiary is the entity that has both (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE.

 

CMS Energy has variable interests in T.E.S. Filer City, Grayling, and Genesee. CMS Energy is not the primary beneficiary of any of these partnerships because power is shared among unrelated parties, and no one party has the power to direct activities, such as operations and maintenance, plant dispatch, and fuel strategy, that most significantly impact the entities’ economic performance. The partners must agree on all major decisions for each of the partnerships.

 

Presented in the following table is information about these partnerships:

 

Name (Ownership Interest)

 

Nature of the Entity

 

Financing of Partnership

 

T.E.S. Filer City (50%)

 

Coal-fueled power generator

 

Non-recourse long-term debt that matured in
December 2007.

 

 

 

 

 

 

 

Grayling (50%)

 

Wood waste-fueled power generator

 

Sale of revenue bonds that were retired in
March 2012.

 

 

 

 

 

 

 

Genesee (50%)

 

Wood waste-fueled power generator

 

Sale of revenue bonds that mature in 2021 and bear interest at fixed rates. The debt is non-recourse to the partners and secured by a CMS Energy guarantee capped at $3 million annually.

 

 

 

 

 

 

 

 

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CMS Energy has operating and management contracts with Grayling and Genesee, and Consumers is the primary purchaser of power from each partnership through long-term PPAs. Consumers also has reduced dispatch agreements with Grayling and Genesee, which allow these facilities to be dispatched based on the market price of wood waste. This results in fuel cost savings that each partnership shares with Consumers’ customers.

 

CMS Energy’s investment in these partnerships is included in investments on its consolidated balance sheets in the amount of $56$59 million as of December 31, 20132015 and $56$57 million as of December 31, 2012.2014. The creditors of these partnerships do not have recourse to the general credit of CMS Energy or Consumers, except through a guarantee provided by CMS Energy of $3 million annually. CMS Energy

has deferred collections on certain receivables owed by Genesee. CMS Energy’s maximum exposure to loss from these receivables is $7$8 million. Consumers has not provided any financial or other support during the periods presented that was not previously contractually required.

 

19:ASSET SALES AND DISCONTINUED OPERATIONS

ASSET SALES

The impacts of asset sales are included in income from discontinued operations on CMS Energy’s consolidated statements of income.  CMS Energy had no significant asset sales during the years ended December 31, 2013 or 2012.  In 2011, CMS Energy sold its interest in Exeter Energy Limited Partnership, which had been written down to fair value in 2010.  Consumers had no significant asset sales during the years ended December 31, 2013, 2012, or 2011.

DISCONTINUED OPERATIONS

CMS Energy included the following amounts in income from discontinued operations:

 

 

In Millions

 

Years Ended December 31

 

2012

 

2011

 

Discontinued operations

 

 

 

 

 

Pretax income from discontinued operations

 

$  11

 

$    2

 

Income tax expense

 

4

 

-

 

Income from discontinued operations, net of tax expense

 

$    7

  1

$    2

  2

1Includes an $11 million ($7 million net of tax) reversal of a loss on disposal due to the elimination of a liability associated with the 2003 sale of Panhandle.

2Includes an operating gain of $3 million related to a litigation settlement at CMS Viron.

Discontinued operations include a provision for closing costs and a portion of CMS Energy’s parent company interest expense.  CMS Energy allocated no interest expense in 2013 or 2012 and allocated less than $1 million of interest expense in 2011.  CMS Energy allocates its interest expense by applying its total interest expense to the net carrying amount of the asset sold divided by CMS Energy’s total capitalization.

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20:QUARTERLY FINANCIAL AND COMMON STOCK INFORMATION (UNAUDITED)

 

 

In Millions, Except Per Share Amounts and Stock Prices

 

 

In Millions, Except Per Share Amounts and Stock Prices

 

 

2013

 

 

2015

 

Quarters Ended

 

March 31

 

June 30

 

Sept 30

 

Dec 31

 

 

March 31

 

June 30

 

Sept 30

 

Dec 31

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenue

 

$    1,979

 

$    1,406

 

$    1,445

 

$    1,736

 

 

$    2,111

 

$    1,350

 

$    1,486

 

$    1,509

 

Operating income

 

329

 

232

 

317

 

264

 

 

397

 

204

 

317

 

245

 

Income from continuing operations

 

144

 

81

 

127

 

102

 

Net income

 

144

 

81

 

127

 

102

 

 

202

 

68

 

148

 

107

 

Income attributable to noncontrolling interests

 

-

 

1

 

1

 

-

 

 

-

 

1

 

-

 

1

 

Net income available to common stockholders

 

144

 

80

 

126

 

102

 

 

202

 

67

 

148

 

106

 

Earnings from continuing operations per average common share-basic1

 

0.55

 

0.30

 

0.48

 

0.38

 

Earnings from continuing operations per average common share-diluted1

 

0.53

 

0.29

 

0.46

 

0.37

 

Basic earnings per average common share1

 

0.55

 

0.30

 

0.48

 

0.38

 

 

0.73

 

0.25

 

0.53

 

0.39

 

Diluted earnings per average common share1

 

0.53

 

0.29

 

0.46

 

0.37

 

 

0.73

 

0.25

 

0.53

 

0.38

 

Common stock prices2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High

 

27.94

 

29.94

 

28.52

 

28.05

 

 

38.20

 

35.57

 

35.82

 

37.17

 

Low

 

24.76

 

25.95

 

25.86

 

25.90

 

 

32.83

 

31.39

 

32.10

 

34.24

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenue

 

$    1,919

 

$    1,342

 

$    1,386

 

$    1,674

 

 

$    2,028

 

$    1,281

 

$    1,417

 

$    1,439

 

Operating income

 

319

 

227

 

314

 

258

 

 

379

 

192

 

305

 

246

 

Net income

 

162

 

100

 

153

 

119

 

 

215

 

84

 

160

 

135

 

Preferred stock dividends and distribution

 

-

 

1

 

1

 

-

 

Preferred stock dividends

 

-

 

1

 

-

 

1

 

Net income available to common stockholder

 

162

 

99

 

152

 

119

 

 

215

 

83

 

160

 

134

 

 

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In Millions, Except Per Share Amounts and Stock Prices

 

 

In Millions, Except Per Share Amounts and Stock Prices

 

 

2012

 

 

2014

 

Quarters Ended

 

March 31

 

June 30

 

Sept 30

 

Dec 31

 

 

March 31

 

June 30

 

Sept 30

 

Dec 31

 

CMS Energy, including Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenue

 

$   1,743

 

$   1,333

 

$   1,507

 

$   1,670

 

 

$    2,523

 

$    1,468

 

$    1,430

 

$    1,758

 

Operating income

 

188

 

260

 

343

 

212

 

 

408

 

235

 

236

 

273

 

Income from continuing operations

 

60

 

101

 

149

 

67

 

Income from discontinued operations

 

7

 

-

 

-

 

-

 

Net income

 

67

 

101

 

149

 

67

 

 

204

 

84

 

94

 

97

 

Income attributable to noncontrolling interests

 

-

 

1

 

1

 

-

 

 

-

 

1

 

-

 

1

 

Net income available to common stockholders

 

67

 

100

 

148

 

67

 

 

204

 

83

 

94

 

96

 

Earnings from continuing operations per average common share-basic1

 

0.23

 

0.38

 

0.56

 

0.26

 

Earnings from continuing operations per average common share-diluted1

 

0.22

 

0.37

 

0.55

 

0.25

 

Basic earnings per average common share1

 

0.26

 

0.38

 

0.56

 

0.26

 

 

0.77

 

0.31

 

0.34

 

0.35

 

Diluted earnings per average common share1

 

0.25

 

0.37

 

0.55

 

0.25

 

 

0.75

 

0.30

 

0.34

 

0.35

 

Common stock prices2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High

 

22.31

 

23.87

 

24.81

 

24.70

 

 

29.28

 

31.15

 

30.87

 

36.42

 

Low

 

21.33

 

21.52

 

22.70

 

22.79

 

 

26.12

 

28.87

 

28.18

 

29.78

 

Consumers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenue

 

$   1,675

 

$   1,282

 

$   1,448

 

$   1,608

 

 

$    2,382

 

$    1,387

 

$    1,359

 

$    1,672

 

Operating income

 

183

 

260

 

334

 

207

 

 

399

 

227

 

245

 

264

 

Net income

 

76

 

122

 

163

 

78

 

 

221

 

109

 

119

 

118

 

Preferred stock dividends

 

-

 

1

 

1

 

-

 

 

-

 

1

 

-

 

1

 

Net income available to common stockholder

 

76

 

121

 

162

 

78

 

 

221

 

108

 

119

 

117

 

 

1                   The sum of the quarters may not equal annual EPS due to changes in the number of shares outstanding.

 

2                   Based on New York Stock Exchange composite transactions.

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Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of CMS Energy Corporation

 

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of comprehensive income, of cash flows, and of changes in equity present fairly, in all material respects, the financial position of CMS Energy Corporation and its subsidiaries at December 31, 20132015 and December 31, 20122014 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20132015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 20132015 based on criteria established in Internal Control Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ PricewaterhouseCoopers LLP

 

Detroit, Michigan

February 6, 201411, 2016

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Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholder of Consumers Energy Company

 

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of comprehensive income, of cash flows, and of changes in equity present fairly, in all material respects, the financial position of Consumers Energy Company and its subsidiaries at December 31, 20132015 and December 31, 20122014 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20132015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 20132015 based on criteria established in Internal Control Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and the financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ PricewaterhouseCoopers LLP

 

Detroit, Michigan

February 6, 201411, 2016

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ITEMItem 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREChanges in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

ITEMItem 9A. CONTROLS AND PROCEDURESControls and Procedures

 

CMS EENERGYNERGY

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures: Under the supervision and with the participation of management, including its CEO and CFO, CMS Energy conducted an evaluation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on such evaluation, CMS Energy’s CEO and CFO have concluded that its disclosure controls and procedures were effective as of December 31, 2013.2015.

 

Management’s Annual Report on Internal Control Over Financial Reporting: CMS Energy’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). CMS Energy’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that:

 

·                 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of CMS Energy;Energy

 

·                 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of CMS Energy are being made only in accordance with authorizations of management and directors of CMS Energy; andEnergy

 

·                 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of CMS Energy’s assets that could have a material effect on its financial statements.statements

 

Management, including its CEO and CFO, does not expect that its internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. In addition, any evaluation of the effectiveness of controls is subject to risks that those internal controls may become inadequate in future periods because of changes in business conditions, or that the degree of compliance with the policies or procedures deteriorates.

 

Under the supervision and with the participation of management, including its CEO and CFO, CMS Energy conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2013.2015. In making this evaluation, management used the criteria set forth in the framework in Internal Control – Control—Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, CMS Energy’s management concluded that its internal control over financial reporting was effective as of December 31, 2013.2015. The effectiveness of CMS Energy’s internal control over financial reporting as of December 31, 20132015 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8. Financial Statements and Supplementary Data.

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Changes in Internal Control over Financial Reporting: There have been no changes in CMS Energy’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 

CCONSUMERSONSUMERS

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures: Under the supervision and with the participation of management, including its CEO and CFO, Consumers conducted an evaluation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on such evaluation, Consumers’ CEO and CFO have concluded that its disclosure controls and procedures were effective as of December 31, 2013.2015.

 

Management’s Annual Report on Internal Control Over Financial Reporting: Consumers’ management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Consumers’ internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that:

 

·                 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Consumers;Consumers

 

·                 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Consumers are being made only in accordance with authorizations of management and directors of Consumers; andConsumers

 

·                 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Consumers’ assets that could have a material effect on its financial statements.statements

 

Management, including its CEO and CFO, does not expect that its internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. In addition, any evaluation of the effectiveness of controls is subject to risks that those internal controls may become inadequate in future periods because of changes in business conditions, or that the degree of compliance with the policies or procedures deteriorates.

 

Under the supervision and with the participation of management, including its CEO and CFO, Consumers conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2013.2015. In making this evaluation, management used the criteria set forth in the framework in Internal Control – Control—Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, Consumers’ management concluded that its internal control over financial reporting was effective as of December 31, 2013.2015. The effectiveness of Consumers’ internal control over financial reporting as of December 31, 20132015 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8. Financial Statements and Supplementary Data.

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Changes in Internal Control over Financial Reporting: There have been no changes in Consumers’ internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

ITEMItem 9B. OTHER INFORMATIONOther Information

 

None.

 

PARTPart III

 

ITEMItem 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEDirectors, Executive Officers and Corporate Governance

 

CMS ENERGYENERGY

 

Information that is required in Item 10 of this Form 10-K regarding executive officers is included in the Item 1. Business, Business—CMS Energy and Consumers Executive Officers section, which is incorporated by reference herein.

 

Information that is required in Item 10 of this Form 10-K regarding directors, executive officers, and corporate governance is included inincorporated by reference from CMS Energy’s definitive proxy statement for its 2016 Annual Meeting of Shareholders to be held May 6, 2016. The proxy statement will be filed with the SEC, pursuant to Regulation 14A under the Exchange Act, within 120 days after the end of the fiscal year covered by this Form 10-K, all of which information is hereby incorporated by reference herein.in, and made part of, this Form 10-K.

 

Code of Ethics

 

CMS Energy has adopted aan employee code of ethics, entitled “CMS Energy 2016 Code of Conduct and Guide to Ethical Business Behavior” (“Employee Code”) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of CMS Energy and its affiliates, including Consumers.  Thisexcept for EnerBank, which has its own code of ethics, entitled “Code of Conduct and Guide to Ethical Business Behavior 2014,” is posted on CMS Energy’s website at www.cmsenergy.com, under “Compliance and Ethics.”  CMS Energy’sconduct. The Employee Code of Conduct and Guide to Ethical Business Behavior 2014 is administered by the Chief Compliance Officer of CMS Energy, who reports directly to the Audit Committee of the Board of Directors of CMS Energy. Any amendment to, or waiver of, a provision of CMS Energy’s code of ethics that applies to CMS Energy’s CEO, CFO, CAO, or persons performing similar functions will be disclosed on CMS Energy’s website at www.cmsenergy.com under “Compliance and Ethics.”

CMS Energy has also adopted a director code of conduct that applies to its directors,ethics entitled “Board of Directors Code of Conduct.”  This Board of DirectorsConduct” (“Director Code”) that applies to its directors. The Director Code of Conduct can also be found on CMS Energy’s website at www.cmsenergy.com, under “Compliance and Ethics.”  CMS Energy’s Board of Directors Code of Conduct is administered by the Audit Committee of the Board of Directors of CMS Energy. Any alleged violation of this Board of Directorsthe Director Code of Conduct by a director will be investigated by disinterested members of the Audit Committee of the Board of Directors of CMS Energy, or if none, by disinterested members of the entire Board of Directors of CMS Energy. The Employee Code and Director Code and any waivers of, or amendments or exceptions to, a provision of the Employee Code that applies to CMS Energy’s CEO, CFO, CAO or persons performing similar functions and any waivers of, or amendments or exceptions to, a provision of CMS Energy’s Director Code will be disclosed on CMS Energy’s website at www.cmsenergy.com/corporate-governance/compliance-and-ethics.

 

CONSUMERSCONSUMERS

 

Information that is required in Item 10 of this Form 10-K regarding executive officers is included in the Item 1. Business,Business—CMS Energy and Consumers Executive Officers section, which is incorporated by reference herein.

 

Information that is required in Item 10 of this Form 10-K regarding Consumers’ directors, executive officers, and corporate governance is included inincorporated by reference from CMS Energy’s definitive proxy statement for its 2016 Annual Meeting of Shareholders to be held May 6, 2016. The proxy statement will be filed with the SEC, pursuant to Regulation 14A under the Exchange Act, within 120 days after the end of the fiscal year covered by this Form 10-K, all of which information is hereby incorporated by reference herein.in, and made part of, this Form 10-K.

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Code of Ethics

 

Consumers has adopted aan employee code of ethics, entitled “CMS Energy 2016 Code of Conduct and Guide to Ethical Business Behavior” (“Employee Code”) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of Consumers and its affiliates.  Thisaffiliates, except for EnerBank, which has its own code of ethics, entitled “Code of Conduct and Guide to Ethical Business Behavior 2014,” is posted on Consumers’ website at www.consumersenergy.com, under “Our Company,” “Compliance and Ethics.”  Consumers’conduct. The Employee Code of Conduct and Guide to Ethical Business Behavior 2014 is administered by the Chief Compliance Officer of Consumers, who reports directly to the Audit Committee of the Board of Directors of Consumers. Any amendment to, or waiver of, a provision of Consumers’ code of ethics that applies to Consumers’  CEO, CFO, CAO, or persons performing similar functions will be disclosed on Consumers’ website at www.consumersenergy.com under “Our Company,” “Compliance and Ethics.”

Consumers has also adopted a director code of conduct that applies to its directors,ethics entitled “Board of Directors Code of Conduct.”  This Board of DirectorsConduct” (“Director Code”) that applies to its directors. The Director Code of Conduct can also be found on Consumers’ website at www.consumersenergy.com, under “Our Company,” “Compliance and Ethics.”  Consumers’ Board of Directors Code of Conduct is administered by the Audit Committee of the Board of Directors of Consumers. Any alleged violation of this Board of Directorsthe Director Code of Conduct by a director will be investigated by disinterested members of the Audit Committee of the Board of Directors of Consumers, or if none, by disinterested members of the entire Board of Directors of Consumers. The Employee Code and Director Code and any waivers of, or amendments or exceptions to, a provision of the Employee Code that applies to Consumers’ CEO, CFO, CAO or persons performing similar functions and any waivers of, or amendments or exceptions to, a provision of Consumers’ Director Code will be disclosed on Consumers’ website at www.cmsenergy.com/corporate-governance/compliance-and-ethics.

 

ITEMItem 11. EXECUTIVE COMPENSATIONExecutive Compensation

 

See the note below.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Presented in the following table is information regarding CMS Energy’s equity compensation plans as of December 31, 2015:

(a)

(b)

(c)

Plan Category

Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights

Weighted-average
exercise price of
outstanding options,
warrants, and rights

Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))

Equity compensation plan approved by shareholders

-

$

-

5,611,442

Also see the note below.

Item 13. Certain Relationships and Related Transactions, and Director Independence

See the note below.

Item 14. Principal Accountant Fees and Services

See the note below.

NOTE:Information that is required in Itemby Part III—Items 11, regarding executive compensation12, 13, and 14 of CMS Energy’s and Consumers’ executive officersthis Form 10-K is included inincorporated by reference from CMS Energy’s definitive proxy statement for its 2016 Annual Meeting of Shareholders to be held May 6, 2016. The proxy statement will be filed with the SEC, pursuant to Regulation 14A under the Exchange Act, within 120 days after the end of the fiscal year covered by this Form 10-K, all of which information is hereby incorporated by reference herein.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information that is required in, Item 12 regarding securities authorized for issuance under equity compensation plans and security ownershipmade part of, certain beneficial owners and management of CMS Energy and Consumers is included in CMS Energy’s definitive proxy statement, which is incorporated by reference herein.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEthis Form 10-K.

Information that is required in Item 13 regarding certain relationships and related transactions, and director independence regarding CMS Energy and Consumers is included in CMS Energy’s definitive proxy statement, which is incorporated by reference herein.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information that is required in Item 14 regarding principal accountant fees and services relating to CMS Energy and Consumers is included in CMS Energy’s definitive proxy statement, which is incorporated by reference herein.

 

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PARTPart IV

 

ITEMItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESExhibits and Financial Statement Schedules

 

(a)(1)             Financial Statements and Reports of Independent Public Accountants for CMS Energy and Consumers are included in Item 8. Financial Statements and Supplementary Data and are incorporated by reference herein.

 

(a)(2)             Index to Financial Statement Schedules.

 

 

 

Page

Schedule I

Condensed Financial Information of Registrant CMS Energy – Energy—Parent Company

 

Condensed Statements of Income

168160

Condensed Statements of Cash Flows

169161

Condensed Balance Sheets

170162

Notes to the Condensed Financial Statements

172164

 

 

Schedule II

Valuation and Qualifying Accounts and Reserves

 

CMS Energy

173165

Consumers

173165

 

 

Report of Independent Registered Public Accounting Firm

 

CMS Energy

160153

Consumers

161154

 

Schedules other than those listed above are omitted because they are either not required or not applicable, or the required information is shown in the financial statements or notes thereto. Columns omitted from schedules filed have been omitted because the information is not applicable.

 

(a)(3) and (b)            See CMS Energy’s and Consumers’ Exhibit Index included as the last part of this report, which is incorporated herein by reference.

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CMS ENERGY CORPORATION

Schedule I – Condensed Financial Information of Registrant

 

CMS Energy – Parent CompanyENERGY—PARENT COMPANY

Condensed Statements of Income

 

 

 

In Millions

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

Other operating expenses

 

$

(6

)

$

(8

)

$

(9

)

General taxes

 

-

 

-

 

6

 

Total operating expenses

 

(6

)

(8

)

(3

)

 

 

 

 

 

 

 

 

Operating Loss

 

(6

)

(8

)

(3

)

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

Equity earnings of subsidiaries

 

566

 

477

 

510

 

Interest income

 

1

 

1

 

1

 

Other expense

 

(8

)

(5

)

(5

)

Total other income

 

559

 

473

 

506

 

 

 

 

 

 

 

 

 

Interest Charges

 

 

 

 

 

 

 

Interest on long-term debt

 

148

 

140

 

143

 

Intercompany interest expense and other

 

3

 

5

 

6

 

Total interest charges

 

151

 

145

 

149

 

 

 

 

 

 

 

 

 

Income Before Income Taxes

 

402

 

320

 

354

 

Income Tax Benefit

 

(50

)

(62

)

(61

)

 

 

 

 

 

 

 

 

Income From Continuing Operations

 

452

 

382

 

415

 

 

 

 

 

 

 

 

 

Net Income Available to Common Stockholders

 

$

452

 

$

382

 

$

415

 

The accompanying notes are an integral part of these statements.

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CMS ENERGY CORPORATION

Schedule I – Condensed Financial Information of Registrant

CMS Energy – Parent Company

Condensed Statements of Cash Flows

 

 

 

 

 

 

In Millions 

 

Years Ended December 31

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net income

 

$

452

 

$

382

 

$

415

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

Equity earnings of subsidiaries

 

(566

)

(477

)

(510

)

Dividends received from subsidiaries

 

435

 

401

 

474

 

Deferred income taxes

 

48

 

(25

)

14

 

Cash provided by (used in) changes in assets and liabilities

 

 

 

 

 

 

 

Accounts and notes receivable

 

(3

)

2

 

(1

)

Accounts payable

 

2

 

-

 

-

 

Accrued taxes

 

48

 

9

 

(97

)

Other current and non-current assets and liabilities

 

18

 

(14

)

12

 

Net cash provided by operating activities

 

434

 

278

 

307

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Investment in subsidiaries

 

(150

)

(151

)

(125

)

Net cash used in investing activities

 

(150

)

(151

)

(125

)

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

275

 

575

 

375

 

Issuance of common stock

 

36

 

30

 

29

 

Retirement of long-term debt

 

(275

)

(463

)

(376

)

Payment of common stock dividends

 

(271

)

(252

)

(211

)

Debt issuance costs and financing fees

 

(4

)

(4

)

(6

)

Increase (decrease) in notes payable

 

(47

)

(11

)

7

 

Net cash used in financing activities

 

(286

)

(125

)

(182

)

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

 

(2

)

2

 

-

 

Cash and Cash Equivalents, Beginning of Period

 

2

 

-

 

-

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, End of Period

 

$

-

 

$

2

 

$

-

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

Other operating expenses

 

$

(9

)

$

(6

)

$

(6

)

Total operating expenses

 

(9

)

(6

)

(6

)

 

 

 

 

 

 

 

 

Operating Loss

 

(9

)

(6

)

(6

)

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

Equity earnings of subsidiaries

 

625

 

585

 

566

 

Interest income

 

1

 

1

 

1

 

Other expense

 

(9

)

(20

)

(8

)

Total other income

 

617

 

566

 

559

 

 

 

 

 

 

 

 

 

Interest Charges

 

 

 

 

 

 

 

Interest on long-term debt

 

134

 

150

 

148

 

Intercompany interest expense and other

 

3

 

2

 

3

 

Total interest charges

 

137

 

152

 

151

 

 

 

 

 

 

 

 

 

Income Before Income Taxes

 

471

 

408

 

402

 

Income Tax Benefit

 

(52

)

(69

)

(50

)

 

 

 

 

 

 

 

 

Net Income Available to Common Stockholders

 

$

523

 

$

477

 

$

452

 

 

The accompanying notes are an integral part of these statements.

169



Table of Contents

CMS Energy Corporation

CMS ENERGY CORPORATION

Schedule I – Condensed Financial Information of Registrant

 

CMS Energy – Parent CompanyENERGY—PARENT COMPANY

Condensed Balance SheetsStatements of Cash Flows

 

ASSETS

 

 

 

 

In Millions

 

December 31

 

2013

 

2012

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

-

 

$

2

 

Notes and accrued interest receivable

 

1

 

1

 

Accounts receivable, including intercompany and related parties

 

7

 

4

 

Accrued taxes

 

-

 

7

 

Deferred income taxes

 

2

 

3

 

Total current assets

 

10

 

17

 

 

 

 

 

 

 

Plant, Property, and Equipment

 

 

 

 

 

Plant, property, and equipment, gross

 

16

 

16

 

Less accumulated depreciation and amortization

 

16

 

16

 

Total plant, property, and equipment

 

-

 

-

 

 

 

 

 

 

 

Other Non-current Assets

 

 

 

 

 

Deferred income taxes

 

345

 

392

 

Investments in subsidiaries

 

5,626

 

5,312

 

Other investments – DB SERP

 

23

 

24

 

Other

 

23

 

26

 

Total other non-current assets

 

6,017

 

5,754

 

 

 

 

 

 

 

Total Assets

 

$

6,027

 

$

5,771

 

 

 

 

 

 

 

In Millions

 

Years Ended December 31

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net income

 

$

523

 

$

477

 

$

452

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

Equity earnings of subsidiaries

 

(625

)

(585

)

(566

)

Dividends received from subsidiaries

 

499

 

544

 

435

 

Deferred income taxes

 

(24

)

30

 

48

 

Cash provided by (used in) changes in assets and liabilities

 

 

 

 

 

 

 

Accounts and notes receivable

 

(86

)

(3

)

(3

)

Accounts payable

 

16

 

(2

)

2

 

Accrued taxes

 

(115

)

97

 

48

 

Other current and non-current assets and liabilities

 

21

 

31

 

18

 

Net cash provided by operating activities

 

209

 

589

 

434

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Investment in subsidiaries

 

(150

)

(495

)

(150

)

Return of capital

 

-

 

178

 

-

 

Net cash used in investing activities

 

(150

)

(317

)

(150

)

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

349

 

550

 

275

 

Issuance of common stock

 

43

 

43

 

36

 

Retirement of long-term debt

 

(100

)

(547

)

(275

)

Payment of dividends on common stock

 

(320

)

(293

)

(271

)

Debt issuance costs and financing fees

 

(3

)

(6

)

(4

)

Decrease in notes payable

 

(28

)

(19

)

(47

)

Net cash used in financing activities

 

(59

)

(272

)

(286

)

 

 

 

 

 

 

 

 

Net Decrease in Cash and Cash Equivalents

 

-

 

-

 

(2

)

Cash and Cash Equivalents, Beginning of Period

 

-

 

-

 

2

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, End of Period

 

$

-

 

$

-

 

$

-

 

 

170



Table of Contents

LIABILITIES AND EQUITY

 

 

 

 

In Millions

 

December 31

 

2013

 

2012

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Current portion of long-term debt

 

$

172

 

$

172

 

Accounts and notes payable, including intercompany and related parties

 

107

 

152

 

Accrued interest, including intercompany

 

32

 

30

 

Accrued taxes

 

41

 

-

 

Other current liabilities

 

4

 

5

 

Total current liabilities

 

356

 

359

 

 

 

 

 

 

 

Non-current Liabilities

 

 

 

 

 

Long-term debt

 

2,205

 

2,205

 

Unamortized discount

 

(9

)

(13

)

Postretirement benefits

 

19

 

24

 

Other non-current liabilities

 

2

 

2

 

Total non-current liabilities

 

2,217

 

2,218

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Common stockholders equity

 

3,454

 

3,194

 

 

 

 

 

 

 

Total Liabilities and Equity

 

$

6,027

 

$

5,771

 

The accompanying notes are an integral part of these statements.

171



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CMS Energy Corporation

CMS ENERGY CORPORATION

Schedule I – Condensed Financial Information of Registrant

 

CMS ENERGY—PARENT COMPANY

Condensed Balance Sheets

ASSETS

 

 

 

 

In Millions

 

December 31

 

2015

 

2014

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Notes and accrued interest receivable

 

$

88

 

$

2

 

Accounts receivable, including intercompany and related parties

 

9

 

9

 

Total current assets

 

97

 

11

 

 

 

 

 

 

 

Plant, Property, and Equipment

 

 

 

 

 

Plant, property, and equipment, gross

 

16

 

16

 

Less accumulated depreciation and amortization

 

16

 

16

 

Total plant, property, and equipment

 

-

 

-

 

 

 

 

 

 

 

Other Non-current Assets

 

 

 

 

 

Deferred income taxes

 

340

 

317

 

Investments in subsidiaries

 

6,240

 

5,961

 

Other investments – DB SERP

 

26

 

22

 

Other

 

23

 

23

 

Total other non-current assets

 

6,629

 

6,323

 

 

 

 

 

 

 

Total Assets

 

$

6,726

 

$

6,334

 

LIABILITIES AND EQUITY

 

 

 

 

In Millions

 

December 31

 

2015

 

2014

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts and notes payable, including intercompany and related parties

 

$

74

 

$

86

 

Accrued interest, including intercompany

 

38

 

37

 

Accrued taxes

 

23

 

138

 

Other current liabilities

 

5

 

4

 

Total current liabilities

 

140

 

265

 

 

 

 

 

 

 

Non-current Liabilities

 

 

 

 

 

Long-term debt

 

2,630

 

2,380

 

Unamortized discount

 

(7

)

(7

)

Postretirement benefits

 

22

 

24

 

Other non-current liabilities

 

3

 

2

 

Total non-current liabilities

 

2,648

 

2,399

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Common stockholders’ equity

 

3,938

 

3,670

 

 

 

 

 

 

 

Total Liabilities and Equity

 

$

6,726

 

$

6,334

 

The accompanying notes are an integral part of these statements.

CMS Energy Corporation

Schedule I Parent CompanyCondensed Financial Information of Registrant

CMS ENERGY—PARENT COMPANY

Notes to the Condensed Financial Statements

 

1:BASIS OF PRESENTATIONBasis of Presentation

 

CMS Energy’s condensed financial statements have been prepared on a parent-only basis. In accordance with Rule 12-04 of Regulation S-X, these parent-only financial statements do not include all of the information and notes required by GAAP for annual financial statements, and therefore these parent-only financial statements and other information included should be read in conjunction with CMS Energy’s audited consolidated financial statements contained within Item 8. Financial Statements and Supplementary Data.

 

2:GUARANTEESGuarantees

 

CMS Energy has issued guarantees with a maximum potential obligation of $187$328 million on behalf of some of its wholly owned subsidiaries and related parties. CMS Energy’s maximum potential obligation consists primarily of potential payments:

 

·                 to third parties under certain commodity purchase and swap agreements entered into with CMS ERM;ERM

·                 to third parties in support of non-recourse revenue bonds issued by Genesee;Genesee

·                 to the MDEQ on behalf of CMS Land and CMS Capital, for environmental remediation obligations at Bay Harbor; andHarbor

·                 to the DOE on behalf of Consumers, in relation toconnection with Consumers’ 2011 settlement agreement with the DOE regarding damages resulting from the DOE’s failure to accept spent nuclear fuel from Palisades and Big Rock.nuclear power plants formerly owned by Consumers

 

The expiry dates of these guarantees vary, depending upon contractual provisions or upon the statute of limitations under the relevant governing law.

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Table of Contents

CMS ENERGY CORPORATIONEnergy Corporation

Schedule II – Valuation and Qualifying Accounts and Reserves

Years Ended December 31, 2013, 2012,2015, 2014, and 20112013

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

 

In Millions

 

Description

 

Balance at
Beginning
of Period

 

Charged to
Expense

 

Charged to
Other
Accounts

 

Deductions

 

Balance at
End of
Period

 

 

Balance at
Beginning
of Period

 

Charged to
Expense

 

Charged to
Other
Accounts

 

Deductions

 

Balance at
End of
Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for uncollectible accounts1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

40

 

$

50

 

$

-

 

$

62

 

$

28

 

2014

 

33

 

72

 

-

 

65

 

40

 

2013

 

$

32

 

$

63

 

$

-

 

$

62

 

$

33

 

 

32

 

63

 

-

 

62

 

33

 

2012

 

35

 

53

 

-

 

56

 

32

 

2011

 

25

 

70

 

-

 

60

 

35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax valuation allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

2

 

$

3

 

$

(1

)

$

-

 

$

4

��

2014

 

2

 

-

 

-

 

-

 

2

 

2013

 

$

3

 

$

-

 

$

-

 

$

1

 

$

2

 

 

3

 

-

 

-

 

1

 

2

 

2012

 

20

 

-

 

(15

)

2

 

3

 

2011

 

19

 

1

 

-

 

-

 

20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for notes receivable1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

8

 

$

8

 

$

-

 

$

7

 

$

9

 

2014

 

5

 

8

 

-

 

5

 

8

 

2013

 

$

5

 

$

4

 

$

-

 

$

4

 

$

5

 

 

5

 

4

 

-

 

4

 

5

 

2012

 

5

 

4

 

-

 

4

 

5

 

2011

 

5

 

4

 

-

 

4

 

5

 

 

1Deductions are write-offs of uncollectible accounts, net of recoveries.

 

CONSUMERS ENERGY COMPANYConsumers Energy Company

Schedule II – Valuation and Qualifying Accounts and Reserves

Years Ended December 31, 2013, 2012,2015, 2014, and 20112013

 

 

 

 

 

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

 

 

 

In Millions

 

Description

 

Balance at
Beginning
of Period

 

Charged to
Expense

 

Charged to
Other
Accounts

 

Deductions

 

Balance at
End of
Period

 

 

Balance at
Beginning
of Period

 

Charged to
Expense

 

Charged to
Other
Accounts

 

Deductions

 

Balance at
End of
Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for uncollectible accounts1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

39

 

$

50

 

$

-

 

$

61

 

$

28

 

2014

 

31

 

72

 

-

 

64

 

39

 

2013

 

$

30

 

$

63

 

$

-

 

$

62

 

$

31

 

 

30

 

63

 

-

 

62

 

31

 

2012

 

33

 

53

 

-

 

56

 

30

 

2011

 

23

 

70

 

-

 

60

 

33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax valuation allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

1

 

$

-

 

$

(1

)

$

-

 

$

-

 

2014

 

1

 

-

 

-

 

-

 

1

 

2013

 

$

1

 

$

-

 

$

-

 

$

-

 

$

1

 

 

1

 

-

 

-

 

-

 

1

 

2012

 

1

 

-

 

-

 

-

 

1

 

2011

 

-

 

1

 

-

 

-

 

1

 

 

1Deductions are write-offs of uncollectible accounts, net of recoveries.

173



Table of Contents

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, CMS Energy Corporation has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 611th day of February 2014.2016.

 

 

CMS ENERGY CORPORATION

 

 

 

By:

/s/ John Russell

 

 

John G. Russell

 

 

President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of CMS Energy Corporation and in the capacities indicated and on the 611th day of February 2014.2016.

 

(i)       Principal executive officer:

/s/ John Russell

 

/s/ William D. Harvey

John G. Russell

 

William D. Harvey, Director

President and Chief Executive Officer

 

(ii)      Principal financial officer:

 

(Principal Executive Officer)

/s/ Thomas J. Webb

 

/s/ D.W. Joos

Thomas J. Webb

 

David W. Joos, Director

Executive Vice President and Chief Financial Officer

 

(iii)     Controller or principal accounting officer:

 

(Principal Financial Officer)

/s/ Glenn P. Barba

 

/s/ Philip R. Lochner, Jr.

Glenn P. Barba

 

Philip R. Lochner, Jr., Director

Vice President, Controller, and Chief Accounting Officer

 

(iv)     The Directors:

Jon E. Barfield*

Kurt L. Darrow*

Stephen E. Ewing*

Richard M. Gabrys*

William D. Harvey*

David W. Joos*

Philip R. Lochner, Jr.*

Michael T. Monahan*

John G. Russell*

Kenneth L. Way*

Laura H. Wright*

John B. Yasinsky*

 

*By:(Controller)

/s/ Thomas J. Webb

 

 

Thomas J. Webb, Attorney-in-Fact

/s/ Jon E. Barfield

/s/ John Russell

Jon E. Barfield, Director

John G. Russell, Director

/s/ Deborah H. Butler

/s/ Myrna Soto

Deborah H. Butler, Director

Myrna M. Soto, Director

/s/ Kurt L. Darrow

/s/ John Sznewajs

Kurt L. Darrow, Director

John G. Sznewajs, Director

/s/ Stephen Ewing

/s/ Laura H. Wright

Stephen E. Ewing, Director

Laura H. Wright, Director

/s/ Richard M. Gabrys

Richard M. Gabrys, Director

 

174



Table of Contents

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Consumers Energy Company has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 611th day of February 2014.2016.

 

 

CONSUMERS ENERGY COMPANY

 

 

 

By:

/s/ John Russell

 

 

John G. Russell

 

 

President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of Consumers Energy Company and in the capacities indicated and on the 611th day of February 2014.2016.

 

(i)       Principal executive officer:

/s/ John Russell

 

/s/ William D. Harvey

John G. Russell

 

William D. Harvey, Director

President and Chief Executive Officer

 

(ii)      Principal financial officer:

 

(Principal Executive Officer)

/s/ Thomas J. Webb

 

/s/ D.W. Joos

Thomas J. Webb

 

David W. Joos, Director

Executive Vice President and Chief Financial Officer

 

(iii)     Controller or principal accounting officer:

 

(Principal Financial Officer)

/s/ Glenn P. Barba

 

/s/ Philip R. Lochner, Jr.

Glenn P. Barba

 

Philip R. Lochner, Jr., Director

Vice President, Controller, and Chief Accounting Officer

 

(iv)     The Directors:

Jon E. Barfield*

Kurt L. Darrow*

Stephen E. Ewing*

Richard M. Gabrys*

William D. Harvey*

David W. Joos*

Philip R. Lochner, Jr.*

Michael T. Monahan*

John G. Russell*

Kenneth L. Way*

Laura H. Wright*

John B. Yasinsky*

 

*By:(Controller)

/s/ Thomas J. Webb

 

 

Thomas J. Webb, Attorney-in-Fact

/s/ Jon E. Barfield

/s/ John Russell

Jon E. Barfield, Director

John G. Russell, Director

/s/ Deborah H. Butler

/s/ Myrna Soto

Deborah H. Butler, Director

Myrna M. Soto, Director

/s/ Kurt L. Darrow

/s/ John Sznewajs

Kurt L. Darrow, Director

John G. Sznewajs, Director

/s/ Stephen Ewing

/s/ Laura H. Wright

Stephen E. Ewing, Director

Laura H. Wright, Director

/s/ Richard M. Gabrys

Richard M. Gabrys, Director

 

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EXHIBITS

 

176



Table of Contents

 

CMS ENERGY’S AND CONSUMERS’ EXHIBIT INDEX

 

The agreements included as exhibits to this Form 10-K filing are included solely to provide information regarding the terms of the agreements and are not intended to provide any other factual or disclosure information about CMS Energy, Consumers, or other parties to the agreements. The agreements may contain representations and warranties made by each of the parties to each of the agreements that were made exclusively for the benefit of the parties involved in each of the agreements and should not be treated as statements of fact. The representations and warranties were made as a way to allocate risk if one or more of those statements prove to be incorrect. The statements were qualified by disclosures of the parties to each of the agreements that may not be reflected in each of the agreements. The agreements may apply standards of materiality that are different than standards applied to other investors. Additionally, the statements were made as of the date of the agreements or as specified in the agreements and have not been updated.

 

The representations and warranties may not describe the actual state of affairs of the parties to each agreement. Additional information about CMS Energy and Consumers may be found in this filing, at www.cmsenergy.com, at www.consumersenergy.com, and through the SEC’s website at www.sec.gov.

 

 

Previously Filed

 

 

 

 

 

Previously Filed

 

 

 

 

Exhibits

 

With File
Number

 

As
Exhibit
Number

 

 

Description

 

With File
Number

 

As
Exhibit
Number

 

 

Description

3.11

 

1-9513

 

(3)(a)

 

Restated Articles of Incorporation of CMS Energy, effective June 1, 2004, as amended May 22, 2009 (Form 10-Q for the quarterly period ended June 30, 2009)

 

1-9513

 

(3)(a)

 

Restated Articles of Incorporation of CMS Energy, effective June 1, 2004, as amended May 22, 2009 (Form 10-Q for the quarterly period ended June 30, 2009)

3.21

 

1-9513

 

3.1

 

CMS Energy Bylaws, amended and restated as of January 24, 2013 (Form 8-K filed January 29, 2013)

 

1-9513

 

3.2

 

CMS Energy Bylaws, amended and restated as of February 8, 2016 (Form 8-K filed February 8, 2016)

3.3

 

1-5611

 

3(c)

 

Restated Articles of Incorporation of Consumers effective June 7, 2000 (Form 10-K for the fiscal year ended December 31, 2000)

 

1-5611

 

3(c)

 

Restated Articles of Incorporation of Consumers effective June 7, 2000 (Form 10-K for the fiscal year ended December 31, 2000)

3.4

 

1-5611

 

3.2

 

Consumers Bylaws, amended and restated as of January 24, 2013 (Form 8-K filed January 29, 2013)

 

1-5611

 

3.2

 

Consumers Bylaws, amended and restated as of January 24, 2013 (Form 8-K filed January 29, 2013)

4.1

 

2-65973

 

(b)(1) – 4

 

Indenture dated as of September 1, 1945 between Consumers and Chemical Bank (successor to Manufacturers Hanover Trust Company), as Trustee, including therein indentures supplemental thereto through the Forty-third Supplemental Indenture dated as of May 1, 1979 (Form S-16 filed November 13, 1979)

 

2-65973

 

(b)(1) – 4

 

Indenture dated as of September 1, 1945 between Consumers and Chemical Bank (successor to Manufacturers Hanover Trust Company), as Trustee, including therein indentures supplemental thereto through the Forty-third Supplemental Indenture dated as of May 1, 1979 (Form S-16 filed November 13, 1979)

 

 

 

 

 

 

Indentures Supplemental thereto:

 

 

 

 

 

 

Indentures Supplemental thereto:

4.1.a

 

1-5611

 

(4)(a)

 

71st dated as of 3/06/98 (Form 10-K for the fiscal year ended December 31, 1997)

 

1-5611

 

(4)(a)

 

71st dated as of 3/06/98 (Form 10-K for the fiscal year ended December 31, 1997)

4.1.b

 

1-5611

 

(4)(a)

 

96th dated as of 8/17/04 (Form 8-K filed August 20, 2004)

 

1-5611

 

(4)(a)

 

96th dated as of 8/17/04 (Form 8-K filed August 20, 2004)

4.1.c

 

1-5611

 

(4)(a)(i)

 

99th dated as of 1/20/05 (Form 10-K for the fiscal year ended December 31, 2004)

 

1-5611

 

(4)(a)(i)

 

99th dated as of 1/20/05 (Form 10-K for the fiscal year ended December 31, 2004)

4.1.d

 

1-5611

 

4.2

 

100th dated as of 3/24/05 (Form 8-K filed March 30, 2005)

 

1-5611

 

4.2

 

100th dated as of 3/24/05 (Form 8-K filed March 30, 2005)

4.1.e

 

1-5611

 

4.2

 

104th dated as of 8/11/05 (Form 8-K filed August 11, 2005)

 

1-5611

 

4.2

 

104th dated as of 8/11/05 (Form 8-K filed August 11, 2005)

4.1.f

 

1-5611

 

4.1

 

108th dated as of 3/14/08 (Form 8-K filed March 14, 2008)

 

1-5611

 

4.1

 

108th dated as of 3/14/08 (Form 8-K filed March 14, 2008)

4.1.g

 

1-5611

 

4.1

 

110th dated as of 9/12/08 (Form 8-K filed September 12, 2008)

 

1-5611

 

4.1

 

110th dated as of 9/12/08 (Form 8-K filed September 12, 2008)

4.1.h

 

1-5611

 

4.1

 

111th dated as of 3/6/09 (Form 8-K filed March 6, 2009)

 

1-5611

 

4.1

 

111th dated as of 3/6/09 (Form 8-K filed March 6, 2009)

4.1.i

 

1-5611

 

4.1

 

112th dated as of 9/1/10 (Form 8-K filed September 7, 2010)

 

1-5611

 

4.1

 

112th dated as of 9/1/10 (Form 8-K filed September 7, 2010)

4.1.j

 

1-5611

 

4.1

 

113th dated as of 10/15/10 (Form 8-K filed October 20, 2010)

 

1-5611

 

4.1

 

113th dated as of 10/15/10 (Form 8-K filed October 20, 2010)

4.1.k

 

1-5611

 

4.1

 

114th dated as of 3/31/11 (Form 8-K filed April 6, 2011)

 

1-5611

 

4.1

 

114th dated as of 3/31/11 (Form 8-K filed April 6, 2011)

4.1.l

 

1-5611

 

4.1

 

116th dated as of 9/1/11 (Form 10-Q for the quarterly period ended September 30, 2011)

4.1.m

 

1-5611

 

4.1

 

117th dated as of 5/8/12 (Form 8-K filed May 8, 2012)

4.1.n

 

1-5611

 

4.1

 

119th dated as of 8/3/12 (Form 10-Q for the quarterly period ended September 30, 2012)

 



Table of Contents

 

 

 

Previously Filed

 

 

 

 

Exhibits

 

With File
Number

 

As
Exhibit
Number

 

 

Description

4.1.l

1-5611

4.1

116th dated as of 9/1/11 (Form 10-Q for the quarterly period ended September 30, 2011)

4.1.m

1-5611

4.1

117th dated as of 5/8/12 (Form 8-K filed May 8, 2012)

4.1.n

1-5611

4.1

119th dated as of 8/3/12 (Form 10-Q for the quarterly period ended September 30, 2012)

4.1.o

 

1-5611

 

4.1

 

120th dated as of 12/17/12 (Form 8-K filed December 20, 2012)

4.1p4.1.p

 

1-5611

 

4.1

 

121st dated as of 5/17/13 (Form 8-K filed May 17, 2013)

4.1q4.1.q

 

1-5611

 

4.1

 

122nd dated as of 8/9/13 (Form 8-K filed August 9, 2013)

4.1r4.1.r

 

1-5611

 

4.1

 

123rd dated as of 12/20/13 (Form 8-K filed December 27, 2013)

4.1.s

1-5611

4.1

124th dated as of 8/18/2014 (Form 8-K filed August 18, 2014)

4.1.t

1-5611

4.1

125th dated as of 11/6/2015 (Form 8-K filed November 6, 2015)

4.1.u

1-5611

4.1

126th dated as of 11/23/2015 (Form 8-K filed November 25, 2015)

4.2

 

1-5611

 

(4)(b)

 

Indenture dated as of January 1, 1996 between Consumers and The Bank of New York Mellon, as Trustee (Form 10-K for the fiscal year ended December 31, 1995)

4.3

 

1-5611

 

(4)(c)

 

Indenture dated as of February 1, 1998 between Consumers and The Bank of New York Mellon (formerly The Chase Manhattan Bank), as Trustee (Form 10-K for the fiscal year ended December 31, 1997)

4.41

 

33-47629

 

(4)(a)

 

Indenture dated as of September 15, 1992 between CMS Energy and NBD Bank, as Trustee (Form S-3 filed May 1, 1992)

 

 

 

 

 

 

 

Indentures Supplemental thereto:

4.4.a1

 

1-9513

 

4.2

 

1920th dated as of 12/13/057/3/07 (Form 8-K filed December 15, 2005)July 5, 2007)

4.4.b1

 

1-9513

 

4.24.3

 

2023thrd dated as of 7/3/076/15/09 (Form 8-K filed July 5, 2007)June 15, 2009)

4.4.c1

 

1-9513

 

4.1

 

2224ndth dated as of 6/15/091/14/10 (Form 8-K filed June 15, 2009)January 14, 2010)

4.4.d1

 

1-9513

 

4.34.1

 

2326rdth dated as of 6/15/0911/19/10 (Form 8-K filed June 15, 2009)November 19, 2010)

4.4.e1

 

1-9513

 

4.1

 

2428th dated as of 1/14/103/12/12 (Form 8-K filed January 14, 2010)March 12, 2012)

4.4.f1

 

1-9513

 

4.1

 

2529th dated as of 9/23/103/22/13 (Form 8-K filed September 23, 2010)March 22, 2013)

4.4.g1

 

1-9513

 

4.1

 

2630th dated as of 11/19/102/27/14 (Form 8-K filed November 19, 2010)February 27, 2014)

4.4.h1

 

1-9513

 

4.14.2

 

2831thst dated as of 3/12/122/27/14 (Form 8-K filed March 12, 2012)February 27, 2014)

4.4.i1

 

1-9513

 

4.1

 

2932thnd dated as of 3/22/1311/9/15 (Form 8-K filed March 22, 2013)November 9, 2015)

4.51

 

1-9513

 

(4a)

 

Indenture dated as of June 1, 1997 between CMS Energy and The Bank of New York Mellon, as Trustee (Form 8-K filed July 1, 1997)

10.12

 

1-9513

 

(10)(g)

 

2004 Form of Executive Severance Agreement (Form 10-Q for the quarterly period ended September 30, 2009)

10.22

 

1-9513

 

(10)(h)

 

2004 Form of Officer Severance Agreement (Form 10-Q for the quarterly period ended September 30, 2009)

10.32

 

1-9513

 

10.3

 

CMS Energy’s Performance Incentive Stock Plan as amended and restated, effective November 15, 2013January 22, 2015 (Form 10-K for the fiscal year ended December 31, 2014)



Table of Contents

Previously Filed

Exhibits

With File
Number

As
Exhibit
Number

Description

10.42

 

1-9513

 

(10)(i)

 

CMS Deferred Salary Savings Plan effective December 1, 1989 and as further amended effective December 1, 2007 (Form 10-K for the fiscal year ended December 31, 2007)

10.510.4.a2

 

1-9513

 

(10)(l)

 

Amendment to the Deferred Salary Savings Plan dated December 21, 2008 (Form 10-K for the fiscal year ended December 31, 2008)

10.4.b2

1-9513

10.1

Amendment to the CMS Energy Deferred Salary Savings Plan effective January 1, 2016 (Form 10-Q for the quarterly period ended September 30, 2015)

10.4.c2

1-9513

Amendment to the CMS Energy Deferred Salary Savings Plan effective December 17, 2015

10.52

1-9513

10.5

CMS Energy and Consumers Director’s Deferred Compensation Plan, effective as of November 30, 2007 (Form 10-K for the fiscal year ended December 31, 2014)

10.62

 

1-9513

 

10.6

 

Supplemental Executive Retirement Plan for Employees of CMS Energy/Consumers effective on January 1, 1982 and as amended effective April 1, 2011 (Form 10-Q for the quarterly period ended March 31, 2011)

10.72

 

1-9513

 

10.5

 

Defined Contribution Supplemental Executive Retirement Plan effective April 1, 2006 and as amended effective April 1, 2011 (Form 10-Q for the quarterly period ended March 31, 2011)

10.7.a2

1-9513

Amendment to the Defined Contribution Supplemental Executive Retirement Plan effective January 1, 2016

10.82

 

1-9513

 

10.8

 

Form of Officer Separation Agreement as of January 2014 (Form 10-K for the fiscal year ended December 31, 2013)

10.91

 

1-9513

 

(10)(v)

 

Amended and Restated Investor Partner Tax Indemnification Agreement dated as of June 1, 1990 among Investor Partners, CMS Midland as Indemnitor and CMS Energy as Guarantor (Form 10-K for the fiscal year ended December 31, 1990)

10.101

1-9513

(10)(y)

Environmental Agreement dated as of June 1, 1990 made by CMS Energy to The Connecticut National Bank and Others (Form 10-K for the fiscal year ended December 31, 1990)

10.11

1-5611

(10)(y)

Unwind Agreement dated as of December 10, 1991 by and among CMS Energy, Midland Group, Ltd., Consumers, CMS Midland, Inc., MEC Development Corp. and CMS Midland Holdings Company (Form 10-K for the fiscal year ended December 31, 1991)

10.121

1-9513

(10)(aa)

Parent Guaranty dated as of June 14, 1990 from CMS Energy to MCV, each of the Owner Trustees, the Indenture Trustees, the Owner Participants and the Initial Purchasers of Senior Bonds in the MCV Sale Leaseback transaction, and MEC Development (Form 10-K for the fiscal year ended December 31, 1991)

10.13

1-5611

(10)(j)

Palisades Nuclear Power Plant Power Purchase Agreement dated as of July 11, 2006 between Entergy Nuclear Palisades, LLC and Consumers (Form 10-Q for the quarterly period ended September 30, 2009)

10.141,2

1-9513

(10)(a)

Form of Indemnification Agreement between CMS Energy and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)

 



Table of Contents

 

 

 

Previously Filed

 

 

 

 

Exhibits

 

With File
Number

 

As
Exhibit
Number

 

 

Description

10.101

 

1-9513

 

(10)(y)

 

Environmental Agreement dated as of June 1, 1990 made by CMS Energy to The Connecticut National Bank and Others (Form 10-K for the fiscal year ended December 31, 1990)

10.11

 

1-5611

 

(10)(y)

 

Unwind Agreement dated as of December 10, 1991 by and among CMS Energy, Midland Group, Ltd., Consumers, CMS Midland, Inc., MEC Development Corp. and CMS Midland Holdings Company (Form 10-K for the fiscal year ended December 31, 1991)

10.121

 

1-9513

 

(10)(aa)

 

Parent Guaranty dated as of June 14, 1990 from CMS Energy to MCV, each of the Owner Trustees, the Indenture Trustees, the Owner Participants and the Initial Purchasers of Senior Bonds in the MCV Sale Leaseback transaction, and MEC Development (Form 10-K for the fiscal year ended December 31, 1991)

10.13

 

1-5611

 

(10)(j)

 

Palisades Nuclear Power Plant Power Purchase Agreement dated as of July 11, 2006 between Entergy Nuclear Palisades, LLC and Consumers (Form 10-Q for the quarterly period ended September 30, 2009)

10.141,2

 

1-9513

 

(10)(a)

 

Form of Indemnification Agreement between CMS Energy and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)

10.152

 

1-5611

 

(10)(b)

 

Form of Indemnification Agreement between Consumers and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)

10.16

 

1-5611

 

10.1

 

$150 million Third Amended and Restated Revolving Credit Agreement dated as of April 18, 2012 among Consumers, the Banks, Agent, Co-Syndication Agents, and Documentation Agent all as defined therein (Form 8-K filed April 24, 2012)

10.17

 

1-5611

 

(10)(t)

 

Settlement Agreement and Amended and Restated Power Purchase Agreement between Consumers and Midland Cogeneration Venture Limited Partnership (Form 10-Q for the quarterly period ended September 30, 2009)

10.18

 

1-5611

 

10.4

 

1st Amendment to the Amended and Restated Power Purchase Agreement between Consumers and MCV Partnership, dated as of March 1, 2010 (Form 10-Q for the quarterly period ended September 30, 2010)

10.19

 

1-5611

 

10.34

 

Amended and Restated Receivables Purchase Agreement dated as of November 23, 2010 among Consumers Receivables Funding II, LLC, Consumers, The Conduits from time to time party thereto, The Financial Institutions from time to time party thereto, The Managing Agents from time to time party thereto, and JPMorgan Chase Bank, NA, as Administrative Agent (Form 10-K for the fiscal year ended December 31, 2010)

10.20

 

1-5611

 

10.1

 

Amendment No. 1 to Amended and Restated Receivables Purchase Agreement dated as of November 18, 2011 (Form 8-K filed November 25, 2011)

10.21

 

1-5611

 

10.24

 

Amendment No. 2 to Amended and Restated Receivables Purchase Agreement dated as of December 15, 2011 (Form 10-K for the fiscal year ended December 31, 2011)

10.22

 

1-5611

 

10.1

 

Amendment No. 3 to Amended and Restated Receivables Purchase Agreement dated as of November 9, 2012 (Form 8-K filed November 14, 2012)

10.23

 

1-5611

 

10.1

 

Amendment No. 4 to Amended and Restated Receivables Purchase Agreement dated as of November 30, 2012 (Form 8-K filed December 6, 2012)

 

 

Previously Filed

 

 

 

 

Exhibits

 

With File
Number

 

As
Exhibit
Number

 

 

Description

10.152

 

1-5611

 

(10)(b)

 

Form of Indemnification Agreement between Consumers and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)

10.16

 

1-5611

 

(10)(t)

 

Settlement Agreement and Amended and Restated Power Purchase Agreement between Consumers and Midland Cogeneration Venture Limited Partnership (Form 10-Q for the quarterly period ended September 30, 2009)

10.16.a

 

1-5611

 

10.4

 

1st Amendment to the Amended and Restated Power Purchase Agreement between Consumers and MCV Partnership, dated as of March 1, 2010 (Form 10-Q for the quarterly period ended September 30, 2010)

10.172

 

1-9513

 

10.2

 

CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of March 14, 2014 (Form 10-Q for the quarterly period ended March 31, 2014)

10.17.a2

 

1-9513

 

 

 

Amendment to CMS Incentive Compensation Plan for CMS Energy and Consumers Officers effective December 17, 2015

10.182

 

1-9513

 

10.33

 

Form of Change in Control Agreement as of January 2014 (Form 10-K for the fiscal year ended December 31, 2013)

10.192

 

1-5611

 

10.1

 

Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of March 14, 2014 (Form 10-Q for the quarterly period ended March 31, 2014)

10.19.a2

 

1-5611

 

 

 

Amendment to Annual Employee Incentive Compensation Plan for Consumers effective December 17, 2015

10.201

 

1-9513

 

10.1

 

$550 million Third Amended and Restated Revolving Credit Agreement dated as of May 27, 2015 among CMS Energy, the Banks, as defined therein, and Barclays Bank PLC, as Agent (Form 8-K filed June 1, 2015)

10.21

 

1-5611

 

10.2

 

$650 million Fourth Amended and Restated Revolving Credit Agreement dated as of May 27, 2015 among Consumers, the Banks, as defined therein, and JPMorgan Chase Bank, N.A., as Agent (Form 8-K filed June 1, 2015)

10.221

 

1-9513

 

10.3

 

Pledge and Security Agreement dated as of March 31, 2011, made by CMS Energy to Barclays Bank PLC, as Administrative Agent for the Banks, as defined therein (Form 8-K filed April 6, 2011)

10.23

 

1-5611

 

10.1

 

$250 million secured Revolving Credit Agreement dated as of November 23, 2015 between Consumers and The Bank of Nova Scotia (Form 8-K filed November 25, 2015)

10.242

 

1-9513

 

10.1

 

Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/ Executive Employees, distributed July 1, 2011 (Form 10-Q for the quarterly period ended September 30, 2011)

10.251

 

1-9513

 

10.1

 

$180 million Term Loan Credit Agreement dated as of June 11, 2015 among CMS Energy, the financial institutions named therein, and JPMorgan Chase Bank, N.A., as Agent (Form 8-K filed June 16, 2015)

10.26

 

1-5611

 

10.1

 

Form of Commercial Paper Dealer Agreement between Consumers, as Issuer, and the Dealer party thereto (Form 10-Q for the quarterly period ended September 30, 2014)

 



Table of Contents

 

 

 

Previously Filed

 

 

 

 

Exhibits

 

With File
Number

 

As
Exhibit
Number

 

 

Description

10.24

 

1-5611

 

10.1

 

Amendment No. 5 to Amended and Restated Receivables Purchase Agreement dated as of November 20, 2013 (Form 8-K filed November 25, 2013)

10.25

 

1-5611

 

(10)(v)

 

Receivables Sale Agreement, dated as of May 22, 2003, between Consumers, as Originator and Consumers Receivables Funding II, LLC, as Buyer, as amended by Amendment No. 1 dated as of May 20, 2004 and as amended by Amendment No. 2 dated as of August 15, 2006 (Form 10-Q for the quarterly period ended September 30, 2009)

10.26

 

1-5611

 

(10)(rr)

 

Amendment No. 3 to the Receivables Sale Agreement dated as of September 3, 2009 (Form 10-K for the fiscal year ended December 31, 2009)

10.27

 

1-5611

 

(10)(ss)

 

Amendment No. 4 to the Receivables Sale Agreement dated as of February 12, 2010 (Form 10-K for the fiscal year ended December 31, 2009)

10.28

 

1-5611

 

(10)(b)

 

Amendment No. 5 to the Receivables Sale Agreement, dated as of March 17, 2010 (Form 10-Q for the quarterly period ended March 31, 2010)

10.29

 

1-5611

 

(10)(d)

 

Amendment No. 6 to the Receivables Sale Agreement, dated as of April 20, 2010 (Form 10-Q for the quarterly period ended March 31, 2010)

10.30

 

1-5611

 

10.40

 

Amendment No. 7 to the Receivables Sale Agreement dated as of November 23, 2010 (Form 10-K for the fiscal year ended December 31, 2010)

10.31

 

1-5611

 

10.2

 

Amendment No. 8 to the Receivables Sale Agreement dated as of November 30, 2012 (Form 8-K filed December 6, 2012)

10.322

 

1-9513

 

10.1

 

CMS Incentive Compensation Plan for CMS Energy and Consumers Officers, amended and restated effective as of January 1, 2014 (Form 10-Q for the quarterly period ended September 30, 2013)

10.332

 

 

 

 

 

Form of Change in Control Agreement as of January 2014

10.342

 

 

 

 

 

Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of January 1, 2014

10.351

 

1-9513

 

10.1

 

$550 million Second Amended and Restated Revolving Credit Agreement dated as of December 20, 2013 among CMS Energy, the Banks, as defined therein, and Barclays, as Agent (Form 8-K filed December 27, 2013)

10.36

 

1-5611

 

10.2

 

$650 million Third Amended and Restated Revolving Credit Agreement dated as of December 20, 2013 among Consumers, the Banks, as defined therein, and JPMorgan Chase Bank, N.A., as Agent (Form 8-K filed December 27, 2013)

10.371

 

1-9513

 

10.3

 

Pledge and Security Agreement dated as of March 31, 2011, made by CMS Energy to Barclays Bank PLC, as Administrative Agent for the Banks, as defined therein (Form 8-K filed April 6, 2011)

10.382

 

1-9513

 

10.1

 

Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/ Executive Employees, distributed July 1, 2011 (Form 10-Q for the quarterly period ended September 30, 2011)

10.391

 

1-9513

 

10.1

 

$180,000,000 Term Loan Credit Agreement dated as of December 15, 2011 among CMS Energy, the financial institutions named therein and JPMorgan Chase Bank, N.A. as Agent (Form 8-K filed December 20, 2011)



Table of Contents

 

 

Previously Filed

 

 

 

 

Exhibits

 

With File
Number

 

As
Exhibit
Number

 

 

Description

10.401

 

1-9513

 

10.1

 

Amendment No. 1 dated as of February 8, 2013 to $180,000,000 Term Loan Credit Agreement dated as of December 15, 2011 (Form 8-K filed February 14, 2013)

10.41

 

1-5611

 

10.1

 

$375,000,000 Term Loan Credit Agreement dated as of June 13, 2012 among Consumers, the financial institutions named therein and JPMorgan Chase Bank, N.A., as Agent (Form 8-K filed June 19, 2012)

10.42

 

1-5611

 

10.1

 

Bond Purchase Agreement between Consumers and each of the Purchasers named therein, dated as of July 10, 2012 (Form 8-K filed July 13, 2012)

12.1

 

 

 

 

 

Statement regarding computation of CMS Energy’s Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends

12.2

 

 

 

 

 

Statement regarding computation of Consumers’ Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends

21.1

 

 

 

 

 

Subsidiaries of CMS Energy and Consumers

23.1

 

 

 

 

 

Consent of PricewaterhouseCoopers LLP for CMS Energy

23.2

 

 

 

 

 

Consent of PricewaterhouseCoopers LLP for Consumers

24.1

 

 

 

 

 

Power of Attorney for CMS Energy

24.2

 

 

 

 

 

Power of Attorney for Consumers

31.1

 

 

 

 

 

CMS Energy’s certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

 

 

 

 

CMS Energy’s certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3

 

 

 

 

 

Consumers’ certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.4

 

 

 

 

 

Consumers’ certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

 

 

 

 

 

CMS Energy’s certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

 

 

 

 

Consumers’ certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.11

 

333-177886

 

99.1

 

CMS Energy Stock Purchase Plan, as amended and restated November 10, 2011 (Form S-3ASR filed November 10, 2011)

101.INS3

 

 

 

 

 

XBRL Instance Document

101.SCH3

 

 

 

 

 

XBRL Taxonomy Extension Schema

101.CAL3

 

 

 

 

 

XBRL Taxonomy Extension Calculation Linkbase

101.DEF3

 

 

 

 

 

XBRL Taxonomy Extension Definition Linkbase

101.LAB3

 

 

 

 

 

XBRL Taxonomy Extension Labels Linkbase

101.PRE3

 

 

 

 

 

XBRL Taxonomy Extension Presentation Linkbase

Previously Filed

Exhibits

With File
Number

As
Exhibit
Number

Description

12.1

Statement regarding computation of CMS Energy’s Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends

12.2

Statement regarding computation of Consumers’ Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends

21.1

Subsidiaries of CMS Energy and Consumers

23.1

Consent of PricewaterhouseCoopers LLP for CMS Energy

23.2

Consent of PricewaterhouseCoopers LLP for Consumers

31.1

CMS Energy’s certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

CMS Energy’s certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3

Consumers’ certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.4

Consumers’ certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

CMS Energy’s certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Consumers’ certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.11

333-199611

99.1

CMS Energy Stock Purchase Plan, as amended and restated October 27, 2014 (Form S-3ASR filed October 27, 2014)

101.INS3

XBRL Instance Document

101.SCH3

XBRL Taxonomy Extension Schema

101.CAL3

XBRL Taxonomy Extension Calculation Linkbase

101.DEF3

XBRL Taxonomy Extension Definition Linkbase

101.LAB3

XBRL Taxonomy Extension Labels Linkbase

101.PRE3

XBRL Taxonomy Extension Presentation Linkbase

 

1Obligations of CMS Energy or its subsidiaries, but not of Consumers.

 

2Management contract or compensatory plan or arrangement.

 

3The financial information contained in the XBRL-related information is “unaudited” and “unreviewed.”

 

Exhibits listed above that have heretofore been filed with the SEC pursuant to various acts administered by the SEC, and which were designated as noted above, are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith.