EXHIBIT 99.1
MORGAN STANLEY AS REVISED
OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO]
Securitized Products Group
REVISED COMPUTATIONAL MATERIALS
[CONSUMERS ENERGY LOGO]
CONSUMERS FUNDING LLC
$468,592,000
SECURITIZATION BONDS SERIES 2001-1
THESE COMPUTATIONAL MATERIALS SUPERCEDE PRIOR COMPUTATIONAL
MATERIALS REGARDING CONSUMERS FUNDING LLC, SECURITIZATION BONDS SERIES
2001-1.
NOTE: REDS ARE CURRENTLY AVAILABLE.
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
provided by Consumers Funding LLC and Consumers Energy Company with respect to
the expected characteristics of the securitization property securing these
securities. The actual characteristics and performance of the securitization
property will differ from the assumptions used in preparing these materials,
which are hypothetical in nature. Changes in the assumptions may have a material
impact on the information set forth in these materials. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the
appropriateness, usefulness, 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 and Prospectus Supplement 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information shall be deemed superseded, amended and supplemented in its entirety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 and Prospectus Supplement. Such Prospectus and Prospectus
Supplement 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 and Prospectus Supplement. 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 transactions 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, and by
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 AS REVISED
OCTOBER 31, 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 $ 26,000,000 Sequential Aaa/AAA/AAA 1.0 yrs./1.0 yrs. 10 months 4/20/03 4/20/05
A-2 $ 84,000,000 Sequential Aaa/AAA/AAA 3.0 yrs./2.8 yrs. 37 months 4/20/06 4/20/08
A-3 $ 31,000,000 Sequential Aaa/AAA/AAA 5.0 yrs./4.4 yrs. 13 months 4/20/07 4/20/09
A-4 $ 95,000,000 Sequential Aaa/AAA/AAA 7.0 yrs./5.8 yrs. 37 months 4/20/10 4/20/12
A-5 $117,000,000 Sequential Aaa/AAA/AAA 10.0 yrs./7.5 yrs. 37 months 4/20/13 4/20/15
A-6 $115,592,000 Sequential Aaa/AAA/AAA 12.9 yrs./8.8 yrs. 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 November 1, 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)
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
provided by Consumers Funding LLC and Consumers Energy Company with respect to
the expected characteristics of the securitization property securing these
securities. The actual characteristics and performance of the securitization
property will differ from the assumptions used in preparing these materials,
which are hypothetical in nature. Changes in the assumptions may have a material
impact on the information set forth in these materials. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the
appropriateness, usefulness, 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 and Prospectus Supplement 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 and Prospectus Supplement. Such Prospectus and Prospectus
Supplement 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 and Prospectus Supplement. 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 transactions 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, and by
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 AS REVISED
OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO]
Securitized Products Group
TRUE-UP ADJUSTMENTS: TRUE-UP FREQUENCY PAYMENT DATES
Annually 10/20/02 - 7/20/14
Quarterly 10/20/14 - 10/20/15
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
provided by Consumers Funding LLC and Consumers Energy Company with respect to
the expected characteristics of the securitization property securing these
securities. The actual characteristics and performance of the securitization
property will differ from the assumptions used in preparing these materials,
which are hypothetical in nature. Changes in the assumptions may have a material
impact on the information set forth in these materials. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the
appropriateness, usefulness, 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 and Prospectus Supplement 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 and Prospectus Supplement. Such Prospectus and Prospectus
Supplement 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 and Prospectus Supplement. 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 transactions 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, and by
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 AS REVISED
OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO]
Securitized Products Group
PROJECTED SECURITIZATION BOND AMORTIZATION SCHEDULE
Consumers will file true-up requests with the Michigan Public Service Commission
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 CLASS A-5 CLASS A-6
----------------- --------- --------- --------- --------- --------- ---------
Issuance Date $ 26,000,000 $ 84,000,000 $ 31,000,000 $ 95,000,000 $ 117,000,000 $ 115,592,000
7/20/02 17,700,961 84,000,000 31,000,000 95,000,000 117,000,000 115,592,000
10/20/02 10,350,370 84,000,000 31,000,000 95,000,000 117,000,000 115,592,000
1/20/03 3,666,292 84,000,000 31,000,000 95,000,000 117,000,000 115,592,000
4/20/03 0 81,007,867 31,000,000 95,000,000 117,000,000 115,592,000
7/20/03 - 75,022,007 31,000,000 95,000,000 117,000,000 115,592,000
10/20/03 - 67,542,756 31,000,000 95,000,000 117,000,000 115,592,000
1/20/04 - 60,661,938 31,000,000 95,000,000 117,000,000 115,592,000
4/20/04 - 53,775,385 31,000,000 95,000,000 117,000,000 115,592,000
7/20/04 - 47,596,577 31,000,000 95,000,000 117,000,000 115,592,000
10/20/04 - 39,919,038 31,000,000 95,000,000 117,000,000 115,592,000
1/20/05 - 32,838,454 31,000,000 95,000,000 117,000,000 115,592,000
4/20/05 - 25,737,563 31,000,000 95,000,000 117,000,000 115,592,000
7/20/05 - 19,338,243 31,000,000 95,000,000 117,000,000 115,592,000
10/20/05 - 11,424,749 31,000,000 95,000,000 117,000,000 115,592,000
1/20/06 - 4,116,844 31,000,000 95,000,000 117,000,000 115,592,000
4/20/06 - 0 27,793,855 95,000,000 117,000,000 115,592,000
7/20/06 - - 21,155,600 95,000,000 117,000,000 115,592,000
10/20/06 - - 12,974,116 95,000,000 117,000,000 115,592,000
1/20/07 - - 5,394,886 95,000,000 117,000,000 115,592,000
4/20/07 - - 0 92,792,137 117,000,000 115,592,000
7/20/07 - - - 85,845,782 117,000,000 115,592,000
10/20/07 - - - 77,331,333 117,000,000 115,592,000
1/20/08 - - - 69,419,271 117,000,000 115,592,000
4/20/08 - - - 61,482,284 117,000,000 115,592,000
7/20/08 - - - 54,180,570 117,000,000 115,592,000
10/20/08 - - - 45,293,307 117,000,000 115,592,000
1/20/09 - - - 37,016,366 117,000,000 115,592,000
4/20/09 - - - 28,719,497 117,000,000 115,592,000
7/20/09 - - - 21,042,645 117,000,000 115,592,000
10/20/09 - - - 11,762,972 117,000,000 115,592,000
1/20/10 - - - 3,100,895 117,000,000 115,592,000
4/20/10 - - - 0 111,423,220 115,592,000
7/20/10 - - - - 103,343,396 115,592,000
10/20/10 - - - - 93,633,452 115,592,000
1/20/11 - - - - 84,535,344 115,592,000
4/20/11 - - - - 75,413,536 115,592,000
7/20/11 - - - - 66,869,428 115,592,000
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
provided by Consumers Funding LLC and Consumers Energy Company with respect to
the expected characteristics of the securitization property securing these
securities. The actual characteristics and performance of the securitization
property will differ from the assumptions used in preparing these materials,
which are hypothetical in nature. Changes in the assumptions may have a material
impact on the information set forth in these materials. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the
appropriateness, usefulness, 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 and Prospectus Supplement 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 and Prospectus Supplement. Such Prospectus and Prospectus
Supplement 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 and Prospectus Supplement. 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 transactions 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, and by
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 AS REVISED
OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO]
Securitized Products Group
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5 CLASS A-6
----------------- --------- --------- --------- --------- --------- ---------
10/20/11 - - - - 56,677,037 115,592,000
1/20/12 - - - - 47,101,178 115,592,000
4/20/12 - - - - 37,503,372 115,592,000
7/20/12 - - - - 28,466,831 115,592,000
10/20/12 - - - - 17,763,861 115,592,000
1/20/13 - - - - 7,681,334 115,592,000
4/20/13 - - - - 0 113,169,844
7/20/13 - - - - - 103,609,042
10/20/13 - - - - - 92,355,734
1/20/14 - - - - - 81,716,545
4/20/14 - - - - - 71,047,543
7/20/14 - - - - - 60,897,245
10/20/14 - - - - - 49,035,223
1/20/15 - - - - - 37,648,858
4/20/15 - - - - - 25,409,551
7/20/15 - - - - - 13,647,227
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
provided by Consumers Funding LLC and Consumers Energy Company with respect to
the expected characteristics of the securitization property securing these
securities. The actual characteristics and performance of the securitization
property will differ from the assumptions used in preparing these materials,
which are hypothetical in nature. Changes in the assumptions may have a material
impact on the information set forth in these materials. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the
appropriateness, usefulness, 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 and Prospectus Supplement 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 and Prospectus Supplement. Such Prospectus and Prospectus
Supplement 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 and Prospectus Supplement. 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 transactions 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, and by
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 AS REVISED
OCTOBER 31, 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 CLASS A-5 CLASS A-6
----------------- --------- --------- --------- --------- --------- ---------
% % % % % %
Issuance Date 100 100 100 100 100 100
7/20/02 68 100 100 100 100 100
10/20/02 40 100 100 100 100 100
1/20/03 14 100 100 100 100 100
4/20/03 0 96 100 100 100 100
7/20/03 - 89 100 100 100 100
10/20/03 - 80 100 100 100 100
1/20/04 - 72 100 100 100 100
4/20/04 - 64 100 100 100 100
7/20/04 - 57 100 100 100 100
10/20/04 - 48 100 100 100 100
1/20/05 - 39 100 100 100 100
4/20/05 - 31 100 100 100 100
7/20/05 - 23 100 100 100 100
10/20/05 - 14 100 100 100 100
1/20/06 - 5 100 100 100 100
4/20/06 - 0 90 100 100 100
7/20/06 - - 68 100 100 100
10/20/06 - - 42 100 100 100
1/20/07 - - 17 100 100 100
4/20/07 - - 0 98 100 100
7/20/07 - - - 90 100 100
10/20/07 - - - 81 100 100
1/20/08 - - - 73 100 100
4/20/08 - - - 65 100 100
7/20/08 - - - 57 100 100
10/20/08 - - - 48 100 100
1/20/09 - - - 39 100 100
4/20/09 - - - 30 100 100
7/20/09 - - - 22 100 100
10/20/09 - - - 12 100 100
1/20/10 - - - 3 100 100
4/20/10 - - - 0 95 100
7/20/10 - - - - 88 100
10/20/10 - - - - 80 100
1/20/11 - - - - 72 100
4/20/11 - - - - 64 100
7/20/11 - - - - 57 100
10/20/11 - - - - 48 100
1/20/12 - - - - 40 100
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
provided by Consumers Funding LLC and Consumers Energy Company with respect to
the expected characteristics of the securitization property securing these
securities. The actual characteristics and performance of the securitization
property will differ from the assumptions used in preparing these materials,
which are hypothetical in nature. Changes in the assumptions may have a material
impact on the information set forth in these materials. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the
appropriateness, usefulness, 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 and Prospectus Supplement 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 and Prospectus Supplement. Such Prospectus and Prospectus
Supplement 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 and Prospectus Supplement. 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 transactions 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, and by
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.
6
MORGAN STANLEY AS REVISED
OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO]
Securitized Products Group
6
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5 CLASS A-6
----------------- --------- --------- --------- --------- --------- ---------
% % % % % %
4/20/12 - - - - 32 100
7/20/12 - - - - 24 100
10/20/12 - - - - 15 100
1/20/13 - - - - 7 100
4/20/13 - - - - 0 98
7/20/13 - - - - - 90
10/20/13 - - - - - 80
1/20/14 - - - - - 71
4/20/14 - - - - - 61
7/20/14 - - - - - 53
10/20/14 - - - - - 42
1/20/15 - - - - - 33
4/20/15 - - - - - 22
7/20/15 - - - - - 12
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 1.0 1.0 1.0 1.0 1.1
A-2 3.0 3.0 3.0 3.1 3.2
A-3 5.0 5.0 5.0 5.1 5.2
A-4 7.0 7.0 7.0 7.1 7.1
A-5 10.0 10.0 10.0 10.0 10.1
A-6 12.9 12.9 12.9 12.9 12.9
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
provided by Consumers Funding LLC and Consumers Energy Company with respect to
the expected characteristics of the securitization property securing these
securities. The actual characteristics and performance of the securitization
property will differ from the assumptions used in preparing these materials,
which are hypothetical in nature. Changes in the assumptions may have a material
impact on the information set forth in these materials. Morgan Stanley & Co.
Incorporated makes no representation or warranty with respect to the
appropriateness, usefulness, 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 and Prospectus Supplement 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 and Prospectus Supplement. Such Prospectus and Prospectus
Supplement 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 and Prospectus Supplement. 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 transactions 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, and by
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.
7