EXHIBIT 99.1
--------------------------------------------------------------------------------
MORGAN STANLEY
OCTOBER 24, 2001 [CONSUMERS ENERGY LOGO]
Securitized Products Group
--------------------------------------------------------------------------------
COMPUTATIONAL MATERIALS
[CONSUMERS ENERGY LOGO]
CONSUMERS FUNDING LLC
$468,592,000
SECURITIZATION BONDS SERIES 2001-1
------------------------------------------
NOTE: REDS ARE CURRENTLY AVAILABLE ELECTRONICALLY.
WEBSITE AVAILABLE AT: WWW.CMSENERGY.COM
(CLICK ON INVESTOR INFORMATION)
BLOOMBERG ROADSHOW AVAILABLE ON WEDNESDAY, OCTOBER 24TH:
TYPE MSRD [[GO]], THEN FOLLOW THE MENUS
------------------------------------------
This information is furnished on a confidential basis and may not be reproduced
in whole or in part and is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. This material is based on information that
Morgan Stanley & Co. Incorporated considers reliable. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the accuracy or
completeness of the information, or with respect to the terms of any future
offer of securities conforming to the terms hereof. Any such offer of securities
would be made pursuant to a definitive Prospectus, as the case may be, prepared
by the issuer which could contain material information not contained herein and
to which the prospective purchasers are referred. In the event of any such
offering, this information shall be deemed superseded, amended and supplemented
in its entirety by such Prospectus Supplement and the accompanying Prospectus.
Such Prospectus Supplement and Prospectus will contain all material information
in respect of any securities offered thereby and any decision to invest in such
securities should be made solely in reliance upon such Prospectus Supplement and
the accompanying Prospectus. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein and is therefore subject to change. We make no representations regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied on for such purposes. No representation is made
that any returns indicated will be achieved. Changes to the assumptions may have
a material impact on any returns detailed. Although the analyses herein may not
show a negative return on the securities referred to herein, such securities are
not principal protected and, in certain circumstances, investors in such
securities may suffer a complete or partial loss on their investment. Morgan
Stanley & Co. Incorporated disclaims any and all liability relating to this
information, including without limitation any express or implied representations
or warranties for, statements contained in, and omissions from, this
information. Additional information is available upon request, Morgan Stanley &
Co. Incorporated and others associated with it may have positions in, and may
effect transaction in, securities and instruments of issuers mentioned herein
and may also perform or seek to perform investment banking services for the
issuers of such securities and instruments. Past performance is not necessarily
indicative of future results. Price and availability are subject to change
without notice. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding any
assets backing any securities discussed herein supercedes all prior information
regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead
underwriter and not acting as agent for the issuer or its affiliates in
connection with the proposed transaction. To our readers worldwide: In addition,
please note that this publication has been issued by Morgan Stanley & Co.
Incorporated, approved by Morgan Stanley International Limited, a member of The
Securities and Futures Authority, any be Morgan Stanley Japan Ltd. We recommend
that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE
CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY.
--------------------------------------------------------------------------------
MORGAN STANLEY
OCTOBER 24, 2001 [CONSUMERS ENERGY LOGO]
Securitized Products Group
--------------------------------------------------------------------------------
$469 MILLION CONSUMERS FUNDING LLC SECURITIZATION BONDS, SERIES 2001-1
CONSUMERS ENERGY COMPANY
(SERVICER)
TRANSACTION HIGHLIGHTS
--------------------------------------------------------------------------------------------------------------
Expected
Ratings Average Expected
Tranche (Moody's/S&P/ Life/Modified Payment Expected Legal
Class Size Type Fitch) Duration Window Final Final
--------------------------------------------------------------------------------------------------------------
A-1 $137,000,000 Sequential Aaa/AAA/AAA 3.0 yrs./2.8 [58] months 4/20/07 4/20/09
--------------------------------------------------------------------------------------------------------------
A-2 $104,000,000 Sequential Aaa/AAA/AAA 7.0 yrs./5.8 [37] months 4/20/10 4/20/12
--------------------------------------------------------------------------------------------------------------
A-3 $107,000,000 Sequential Aaa/AAA/AAA 10.0 yrs./7.5 [37] months 4/20/13 4/20/15
--------------------------------------------------------------------------------------------------------------
A-4 $120,592,000 Sequential Aaa/AAA/AAA 12.8 yrs./8.8 [31] months 10/20/15 10/20/16
--------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
BOOK-RUNNING
MANAGER: Morgan Stanley
CO-MANAGERS: Banc One Capital Markets, Inc., Barclays Capital, J.P. Morgan Securities Inc., Loop
Capital Markets, LLC
EXPECTED PRICING: On or about October 30, 2001. Securitization Bonds priced to maturity
EXPECTED SETTLEMENT: November 8, 2001, settling flat through DTC, Cedel and Euroclear
INTEREST PAYMENTS: Quarterly, on the 20th of each January, April, July and October
PRINCIPAL PAYMENTS: Quarterly, on the 20th of each January, April, July and October
FIRST INTEREST PAYMENT: July 20, 2002
FIRST PRINCIPAL PAYMENT: July 20, 2002
DAY COUNT BASIS: 30/360
CREDIT ENHANCEMENT: (i) Mandatory true-up mechanism - enables rates charged to customers to be adjusted to cover
scheduled debt service, pay expenses, fund overcollateralization and replenish capital
subaccount
(ii) Capital subaccount (upfront deposit of 0.5% of initial aggregate principal balance)
(iii)Overcollateralization subaccount: 0.5% of initial aggregate principal balance (initially
$0, funded ratably over life of Securitization Bonds, reaching an aggregate balance of
$2,342,960)
TRUE-UP ADJUSTMENTS: TRUE-UP FREQUENCY PAYMENT DATES
----------------------------------------------- -------------------------------------------------
Annually 10/20/02 - 7/20/14
10/20/14 - 10/20/15
Quarterly
OPTIONAL CLEAN-UP CALL: 5% of initial aggregate principal balance
ERISA ELIGIBILITY: All classes, subject to applicable ERISA exemptions
------------------------------------------------------------------------------------------------------------------------------------
This information is furnished on a confidential basis and may not be reproduced
in whole or in part and is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. This material is based on information that
Morgan Stanley & Co. Incorporated considers reliable. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the accuracy or
completeness of the information, or with respect to the terms of any future
offer of securities conforming to the terms hereof. Any such offer of securities
would be made pursuant to a definitive Prospectus, as the case may be, prepared
by the issuer which could contain material information not contained herein and
to which the prospective purchasers are referred. In the event of any such
offering, this information shall be deemed superseded, amended and supplemented
in its entirety by such Prospectus Supplement and the accompanying Prospectus.
Such Prospectus Supplement and Prospectus will contain all material information
in respect of any securities offered thereby and any decision to invest in such
securities should be made solely in reliance upon such Prospectus Supplement and
the accompanying Prospectus. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein and is therefore subject to change. We make no representations regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied on for such purposes. No representation is made
that any returns indicated will be achieved. Changes to the assumptions may have
a material impact on any returns detailed. Although the analyses herein may not
show a negative return on the securities referred to herein, such securities are
not principal protected and, in certain circumstances, investors in such
securities may suffer a complete or partial loss on their investment. Morgan
Stanley & Co. Incorporated disclaims any and all liability relating to this
information, including without limitation any express or implied representations
or warranties for, statements contained in, and omissions from, this
information. Additional information is available upon request, Morgan Stanley &
Co. Incorporated and others associated with it may have positions in, and may
effect transaction in, securities and instruments of issuers mentioned herein
and may also perform or seek to perform investment banking services for the
issuers of such securities and instruments. Past performance is not necessarily
indicative of future results. Price and availability are subject to change
without notice. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding any
assets backing any securities discussed herein supercedes all prior information
regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead
underwriter and not acting as agent for the issuer or its affiliates in
connection with the proposed transaction. To our readers worldwide: In addition,
please note that this publication has been issued by Morgan Stanley & Co.
Incorporated, approved by Morgan Stanley International Limited, a member of The
Securities and Futures Authority, any be Morgan Stanley Japan Ltd. We recommend
that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE
CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY.
2
--------------------------------------------------------------------------------
MORGAN STANLEY
OCTOBER 24, 2001 [CONSUMERS ENERGY LOGO]
Securitized Products Group
--------------------------------------------------------------------------------
PROJECTED SECURITIZATION BOND AMORTIZATION SCHEDULE
Consumers will file true-up requests with the MPSC to adjust Securitization
Charges ("SCs") so that the actual class balance matches the projected class
balance by the appropriate payment date.
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4
----------------- --------- --------- --------- ---------
Issuance Date 137,000,000 104,000,000 107,000,000 120,592,000
7/20/02 128,720,891 104,000,000 107,000,000 120,592,000
10/20/02 121,350,370 104,000,000 107,000,000 120,592,000
1/20/03 114,630,652 104,000,000 107,000,000 120,592,000
4/20/03 107,976,351 104,000,000 107,000,000 120,592,000
7/20/03 101,981,339 104,000,000 107,000,000 120,592,000
10/20/03 94,500,998 104,000,000 107,000,000 120,592,000
1/20/04 87,612,564 104,000,000 107,000,000 120,592,000
4/20/04 80,715,991 104,000,000 107,000,000 120,592,000
7/20/04 74,520,026 104,000,000 107,000,000 120,592,000
10/20/04 66,832,919 104,000,000 107,000,000 120,592,000
1/20/05 59,736,094 104,000,000 107,000,000 120,592,000
4/20/05 52,616,495 104,000,000 107,000,000 120,592,000
7/20/05 46,191,205 104,000,000 107,000,000 120,592,000
10/20/05 38,259,263 104,000,000 107,000,000 120,592,000
1/20/06 30,926,005 104,000,000 107,000,000 120,592,000
4/20/06 23,574,987 104,000,000 107,000,000 120,592,000
7/20/06 16,907,667 104,000,000 107,000,000 120,592,000
10/20/06 8,717,743 104,000,000 107,000,000 120,592,000
1/20/07 1,139,254 104,000,000 107,000,000 120,592,000
4/20/07 0 97,549,681 107,000,000 120,592,000
7/20/07 - 90,608,485 107,000,000 120,592,000
10/20/07 - 82,108,480 107,000,000 120,592,000
1/20/08 - 74,205,689 107,000,000 120,592,000
4/20/08 - 66,276,972 107,000,000 120,592,000
7/20/08 - 58,978,150 107,000,000 120,592,000
10/20/08 - 50,103,090 107,000,000 120,592,000
1/20/09 - 41,833,037 107,000,000 120,592,000
4/20/09 - 33,541,929 107,000,000 120,592,000
7/20/09 - 25,865,469 107,000,000 120,592,000
10/20/09 - 16,595,518 107,000,000 120,592,000
1/20/10 - 7,937,703 107,000,000 120,592,000
4/20/10 - 0 106,263,036 120,592,000
7/20/10 - - 98,186,938 120,592,000
10/20/10 - - 88,490,550 120,592,000
1/20/11 - - 79,400,981 120,592,000
4/20/11 - - 70,286,887 120,592,000
7/20/11 - - 61,745,685 120,592,000
10/20/11 - - 51,566,082 120,592,000
This information is furnished on a confidential basis and may not be reproduced
in whole or in part and is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. This material is based on information that
Morgan Stanley & Co. Incorporated considers reliable. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the accuracy or
completeness of the information, or with respect to the terms of any future
offer of securities conforming to the terms hereof. Any such offer of securities
would be made pursuant to a definitive Prospectus, as the case may be, prepared
by the issuer which could contain material information not contained herein and
to which the prospective purchasers are referred. In the event of any such
offering, this information shall be deemed superseded, amended and supplemented
in its entirety by such Prospectus Supplement and the accompanying Prospectus.
Such Prospectus Supplement and Prospectus will contain all material information
in respect of any securities offered thereby and any decision to invest in such
securities should be made solely in reliance upon such Prospectus Supplement and
the accompanying Prospectus. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein and is therefore subject to change. We make no representations regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied on for such purposes. No representation is made
that any returns indicated will be achieved. Changes to the assumptions may have
a material impact on any returns detailed. Although the analyses herein may not
show a negative return on the securities referred to herein, such securities are
not principal protected and, in certain circumstances, investors in such
securities may suffer a complete or partial loss on their investment. Morgan
Stanley & Co. Incorporated disclaims any and all liability relating to this
information, including without limitation any express or implied representations
or warranties for, statements contained in, and omissions from, this
information. Additional information is available upon request, Morgan Stanley &
Co. Incorporated and others associated with it may have positions in, and may
effect transaction in, securities and instruments of issuers mentioned herein
and may also perform or seek to perform investment banking services for the
issuers of such securities and instruments. Past performance is not necessarily
indicative of future results. Price and availability are subject to change
without notice. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding any
assets backing any securities discussed herein supercedes all prior information
regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead
underwriter and not acting as agent for the issuer or its affiliates in
connection with the proposed transaction. To our readers worldwide: In addition,
please note that this publication has been issued by Morgan Stanley & Co.
Incorporated, approved by Morgan Stanley International Limited, a member of The
Securities and Futures Authority, any be Morgan Stanley Japan Ltd. We recommend
that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE
CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY.
3
--------------------------------------------------------------------------------
MORGAN STANLEY
OCTOBER 24, 2001 [CONSUMERS ENERGY LOGO]
Securitized Products Group
--------------------------------------------------------------------------------
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4
----------------- --------- --------- --------- ---------
1/20/12 - - 41,997,891 120,592,000
4/20/12 - - 32,406,846 120,592,000
7/20/12 - - 23,372,296 120,592,000
10/20/12 - - 12,681,245 120,592,000
1/20/13 - - 2,605,416 120,592,000
4/20/13 - - 0 113,099,636
7/20/13 - - - 103,535,061
10/20/13 - - - 92,287,158
1/20/14 - - - 81,647,134
4/20/14 - - - 70,975,331
7/20/14 - - - 60,816,612
10/20/14 - - - 48,955,284
1/20/15 - - - 37,568,024
4/20/15 - - - 25,354,216
7/20/15 - - - 13,612,417
10/20/15 - - - 0
This information is furnished on a confidential basis and may not be reproduced
in whole or in part and is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. This material is based on information that
Morgan Stanley & Co. Incorporated considers reliable. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the accuracy or
completeness of the information, or with respect to the terms of any future
offer of securities conforming to the terms hereof. Any such offer of securities
would be made pursuant to a definitive Prospectus, as the case may be, prepared
by the issuer which could contain material information not contained herein and
to which the prospective purchasers are referred. In the event of any such
offering, this information shall be deemed superseded, amended and supplemented
in its entirety by such Prospectus Supplement and the accompanying Prospectus.
Such Prospectus Supplement and Prospectus will contain all material information
in respect of any securities offered thereby and any decision to invest in such
securities should be made solely in reliance upon such Prospectus Supplement and
the accompanying Prospectus. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein and is therefore subject to change. We make no representations regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied on for such purposes. No representation is made
that any returns indicated will be achieved. Changes to the assumptions may have
a material impact on any returns detailed. Although the analyses herein may not
show a negative return on the securities referred to herein, such securities are
not principal protected and, in certain circumstances, investors in such
securities may suffer a complete or partial loss on their investment. Morgan
Stanley & Co. Incorporated disclaims any and all liability relating to this
information, including without limitation any express or implied representations
or warranties for, statements contained in, and omissions from, this
information. Additional information is available upon request, Morgan Stanley &
Co. Incorporated and others associated with it may have positions in, and may
effect transaction in, securities and instruments of issuers mentioned herein
and may also perform or seek to perform investment banking services for the
issuers of such securities and instruments. Past performance is not necessarily
indicative of future results. Price and availability are subject to change
without notice. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding any
assets backing any securities discussed herein supercedes all prior information
regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead
underwriter and not acting as agent for the issuer or its affiliates in
connection with the proposed transaction. To our readers worldwide: In addition,
please note that this publication has been issued by Morgan Stanley & Co.
Incorporated, approved by Morgan Stanley International Limited, a member of The
Securities and Futures Authority, any be Morgan Stanley Japan Ltd. We recommend
that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE
CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY.
4
--------------------------------------------------------------------------------
MORGAN STANLEY
OCTOBER 24, 2001 [CONSUMERS ENERGY LOGO]
Securitized Products Group
--------------------------------------------------------------------------------
DECREMENT TABLE TO MATURITY
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4
----------------- --------- --------- --------- ---------
% % % %
Issuance Date 100 100 100 100
7/20/02 94 100 100 100
10/20/02 89 100 100 100
1/20/03 84 100 100 100
4/20/03 79 100 100 100
7/20/03 74 100 100 100
10/20/03 69 100 100 100
1/20/04 64 100 100 100
4/20/04 59 100 100 100
7/20/04 54 100 100 100
10/20/04 49 100 100 100
1/20/05 44 100 100 100
4/20/05 38 100 100 100
7/20/05 34 100 100 100
10/20/05 28 100 100 100
1/20/06 23 100 100 100
4/20/06 17 100 100 100
7/20/06 12 100 100 100
10/20/06 6 100 100 100
1/20/07 1 100 100 100
4/20/07 0 94 100 100
7/20/07 - 87 100 100
10/20/07 - 79 100 100
1/20/08 - 71 100 100
4/20/08 - 64 100 100
7/20/08 - 57 100 100
10/20/08 - 48 100 100
1/20/09 - 40 100 100
4/20/09 - 32 100 100
7/20/09 - 25 100 100
10/20/09 - 16 100 100
1/20/10 - 8 100 100
4/20/10 - 0 99 100
7/20/10 - - 92 100
10/20/10 - - 83 100
1/20/11 - - 74 100
4/20/11 - - 66 100
7/20/11 - - 58 100
10/20/11 - - 48 100
1/20/12 - - 39 100
4/20/12 - - 30 100
7/20/12 - - 22 100
This information is furnished on a confidential basis and may not be reproduced
in whole or in part and is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. This material is based on information that
Morgan Stanley & Co. Incorporated considers reliable. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the accuracy or
completeness of the information, or with respect to the terms of any future
offer of securities conforming to the terms hereof. Any such offer of securities
would be made pursuant to a definitive Prospectus, as the case may be, prepared
by the issuer which could contain material information not contained herein and
to which the prospective purchasers are referred. In the event of any such
offering, this information shall be deemed superseded, amended and supplemented
in its entirety by such Prospectus Supplement and the accompanying Prospectus.
Such Prospectus Supplement and Prospectus will contain all material information
in respect of any securities offered thereby and any decision to invest in such
securities should be made solely in reliance upon such Prospectus Supplement and
the accompanying Prospectus. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein and is therefore subject to change. We make no representations regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied on for such purposes. No representation is made
that any returns indicated will be achieved. Changes to the assumptions may have
a material impact on any returns detailed. Although the analyses herein may not
show a negative return on the securities referred to herein, such securities are
not principal protected and, in certain circumstances, investors in such
securities may suffer a complete or partial loss on their investment. Morgan
Stanley & Co. Incorporated disclaims any and all liability relating to this
information, including without limitation any express or implied representations
or warranties for, statements contained in, and omissions from, this
information. Additional information is available upon request, Morgan Stanley &
Co. Incorporated and others associated with it may have positions in, and may
effect transaction in, securities and instruments of issuers mentioned herein
and may also perform or seek to perform investment banking services for the
issuers of such securities and instruments. Past performance is not necessarily
indicative of future results. Price and availability are subject to change
without notice. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding any
assets backing any securities discussed herein supercedes all prior information
regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead
underwriter and not acting as agent for the issuer or its affiliates in
connection with the proposed transaction. To our readers worldwide: In addition,
please note that this publication has been issued by Morgan Stanley & Co.
Incorporated, approved by Morgan Stanley International Limited, a member of The
Securities and Futures Authority, any be Morgan Stanley Japan Ltd. We recommend
that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE
CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY.
5
--------------------------------------------------------------------------------
MORGAN STANLEY
OCTOBER 24, 2001 [CONSUMERS ENERGY LOGO]
Securitized Products Group
--------------------------------------------------------------------------------
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4
----------------- --------- --------- --------- ---------
% % % %
10/20/12 - - 12 100
1/20/13 - - 2 100
4/20/13 - - 0 94
7/20/13 - - - 86
10/20/13 - - - 77
1/20/14 - - - 68
4/20/14 - - - 59
7/20/14 - - - 50
10/20/14 - - - 41
1/20/15 - - - 31
4/20/15 - - - 21
7/20/15 - - - 11
10/20/15 - - - 0
AVERAGE LIFE SENSITIVITY TO DECREASES IN FORECASTED SALES
The following table highlights the sensitivity of the average lives of the
various classes to decreases in forecasted sales.
ANNUAL DECLINES IN FORECASTED ENERGY CONSUMPTION
TARGETED -------------------------------------------------------------------------
CLASS AVG. LIFE 0% 5% 10% 15%
--------- --------- --------- --------- --------- ---------
A-1 3.0 3.0 3.0 3.1 3.2
A-2 7.0 7.0 7.0 7.1 7.2
A-3 10.0 10.0 10.0 10.0 10.1
A-4 12.8 12.8 12.8 12.8 12.8
This information is furnished on a confidential basis and may not be reproduced
in whole or in part and is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. This material is based on information that
Morgan Stanley & Co. Incorporated considers reliable. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the accuracy or
completeness of the information, or with respect to the terms of any future
offer of securities conforming to the terms hereof. Any such offer of securities
would be made pursuant to a definitive Prospectus, as the case may be, prepared
by the issuer which could contain material information not contained herein and
to which the prospective purchasers are referred. In the event of any such
offering, this information shall be deemed superseded, amended and supplemented
in its entirety by such Prospectus Supplement and the accompanying Prospectus.
Such Prospectus Supplement and Prospectus will contain all material information
in respect of any securities offered thereby and any decision to invest in such
securities should be made solely in reliance upon such Prospectus Supplement and
the accompanying Prospectus. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein and is therefore subject to change. We make no representations regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied on for such purposes. No representation is made
that any returns indicated will be achieved. Changes to the assumptions may have
a material impact on any returns detailed. Although the analyses herein may not
show a negative return on the securities referred to herein, such securities are
not principal protected and, in certain circumstances, investors in such
securities may suffer a complete or partial loss on their investment. Morgan
Stanley & Co. Incorporated disclaims any and all liability relating to this
information, including without limitation any express or implied representations
or warranties for, statements contained in, and omissions from, this
information. Additional information is available upon request, Morgan Stanley &
Co. Incorporated and others associated with it may have positions in, and may
effect transaction in, securities and instruments of issuers mentioned herein
and may also perform or seek to perform investment banking services for the
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