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FORM 8-K
CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 7, 2002
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)
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126
(313) 436-9261
1-5611 CONSUMERS ENERGY COMPANY 38-0442310
(A Michigan Corporation)
212 West Michigan Avenue
Jackson, Michigan
(517) 788-1030
1-2921 PANHANDLE EASTERN PIPE LINE COMPANY 44-0382470
(A Delaware Corporation)
5444 Westheimer Road, P.O. Box 4967
Houston, Texas 77210-4967
(713) 989-7000
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ITEM 5. OTHER EVENTS
On January 7, 2002, CMS Energy Corporation issued a News Release announcing the following:
2001 PRELIMINARY EARNINGS ESTIMATE
For 2001, CMS Energy preliminarily estimates operating earnings of between $1.35 to $1.40 per share, or
approximately 35 cents per share below previous earnings guidance for 2001. The preliminary operating earnings are
lower than previous earnings forecasts for 2001 because of several factors. First, the weather during the fourth
quarter of 2001 was significantly warmer than normal fourth quarter weather thereby affecting CMS Energy's Michigan
gas distribution utility and gas and electric sales were lower than estimated because of the economic slowdown
throughout the country. In fact, Michigan's temperatures during the fourth quarter of 2001 were the second warmest
temperatures during that period since recording of temperatures began in 1864. Second, CMS Energy incurred electric
generating plant maintenance costs that were greater than its estimated costs. Third, CMS Energy had increased
electric distribution repair costs due to storm damage.
LNG BUSINESS MONETIZATION
In late December 2001, CMS Energy completed a previously announced $320 million monetization of its CMS Trunkline
LNG business. The transaction included the sale of a 50% voting interest in CMS Trunkline LNG to a newly created
joint venture. The joint venture has transferred the net proceeds from its newly issued equity and debt to
Panhandle Eastern Pipe Line Company, $75 million of which was in the form of new loans to Panhandle by the joint
venture. The funds are being used by Panhandle to repay existing debt, including $200 million of Panhandle
long-term debt, with remaining funds being loaned to CMS Energy for additional debt retirement. The new joint
venture, including $290 million of newly issued debt, will not be consolidated with CMS Energy or Panhandle
reflecting their lack of majority control of the joint venture. Due to the ultimate structure of the transaction,
the previously anticipated earnings gain was not recognized.
EQUATORIAL GUINEA ASSET SALE/CMS AND CONSUMERS DEBT RETIREMENT
On January 3, 2002, CMS Energy completed the sale of its assets in Equatorial Guinea for $993 million to Marathon
Oil Company. CMS Energy utilized the proceeds from the sale to retire in their entirety: CMS Oil and Gas Company's
bank debt, which totaled $110 million; CMS Energy's short-term bank debt, which totaled $215 million; and Consumers
Energy Company's short-term bank debt, which totaled $409 million. In addition, CMS Energy called $125 million of
debt that related to the Atlantic Methanol Production facility and infused $150 million of equity into Consumers.
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PALISADES
In December 2001, Consumers completed the replacement of the control rod drives in accordance with its previously
announced schedule. The plant start-up preparations are currently underway in order for the plant to return to
service in late January 2002. Consumers cannot make any assurances as to factors that may affect the date on which
the plant will return to service.
INTERIM GAS UTILITY RATE INCREASE
The Michigan Public Service Commission authorized an interim rate increase for Consumers' natural gas distribution
utility of $15.4 million annually, effective December 21, 2001. The interim increase is subject to refund if the
amount of final rate relief is less than the interim increase. Consumers anticipates the MPSC will rule on
Consumers' final rate relief request during the second quarter of 2002.
FORWARD-LOOKING STATEMENTS
This Form 8-K contains "forward-looking statements" that are subject to risks and uncertainties. They should be
read in conjunction with the "Forward-Looking Statement Cautionary Factors" in CMS Energy's, Consumers' and
Panhandle's Form 10-K, Item 1 (incorporated by reference herein) that discusses important factors that could cause
CMS Energy's, Consumers' and Panhandle's results to differ materially from those anticipated in such statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to
be signed on their behalf by the undersigned hereunto duly authorized.
CMS ENERGY CORPORATION
Dated: January 8, 2002 By: /s/ Alan M. Wright
Alan M. Wright
Executive Vice President, Chief Financial
Officer and Chief Administrative Officer
CONSUMERS ENERGY COMPANY
Dated: January 8, 2002 By: /s/ Alan M. Wright
Alan M. Wright
Executive Vice President, Chief Financial
Officer and Chief Administrative Officer
PANHANDLE EASTERN PIPE LINE COMPANY
Dated: January 8, 2002 By: /s/ William J. Haener
Chairman of the Board
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