--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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) MARCH 4, 2003
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
ITEM 5. OTHER EVENTS
SECURITIZATION
On March 4, 2003, Consumers Energy Company, the principal subsidiary of CMS
Energy Corporation, filed an application with the Michigan Public Service
Commission (MPSC) to begin the securitization process for approximately $1.084
billion in qualified costs, in compliance with the State of Michigan's electric
restructuring and securitization laws.
The qualified costs Consumers Energy proposes to securitize are:
- Expenditures for Clean Air Act compliance totaling $587
million;
- Required contributions to electric utility pension costs
totaling $227 million;
- New capital investments in the Palisades Nuclear Plant
totaling $113 million;
- Costs of implementing Public Act 141, the state's
restructuring law, totaling $97 million; and
- Costs of preparing and issuing securitization bonds, retiring
existing debt, and establishing a cash flow account to make
payment on the bonds, totaling $60 million.
Consumers Energy has filed the application at this time since Consumers Energy
plans to refinance $777 million and $780 million of debt in 2003 and 2004,
respectively. In addition, Consumers Energy expects to issue $295 million of new
debt in 2003 and $365 million of new debt in 2004. This additional debt is
required for Consumers Energy's ongoing operations and construction program
including construction expenditures for Clean Air Act compliance. Consumers
Energy also plans to contribute over $150 million in 2003 and over $200 million
in 2004 to its pension funds. Consumers Energy will use proceeds from the sale
of securitization bonds for refinancing or retirement of debt. Approval of the
application will not increase current electric rates for any of Consumers
Energy's customers.
State law requires the MPSC to act on the request within 90 days, meaning that
securitization bonds could be issued as early as August 2003.
STRANDED COSTS
Also on March 4, 2003, Consumers Energy submitted to the MPSC its stranded cost
recovery filing for 2002. Consumers Energy asked to recover $35 million to $103
million in stranded costs or 0.9 cents to 2.6 cents per kilowatt-hour from
customers getting power from alternative suppliers pursuant to Public Act 141,
the State of Michigan's electric restructuring law. The final amount requested
will depend on the MPSC's decision on Consumers Energy's securitization
application. Several of the items that Consumers Energy is requesting to be
considered stranded costs, it has also requested to be considered as qualified
costs under its securitization application. If Consumers Energy's securitization
application is approved in full, then its stranded cost filing will only request
$35 million of stranded cost recovery.
Copies of the securitization application (exclusive of accompanying testimony
and exhibits) of Consumers Energy to the MPSC (Case No. U-13715) and the
stranded cost application (exclusive of accompanying testimony and exhibits) of
Consumers Energy to the MPSC (Case No. U-13720), are filed as exhibits to this
report and are incorporated by reference. Both applications, with accompanying
testimony and exhibits, can be accessed on the MPSC's website
http://www.michigan.gov/mpsc
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
99(a) Application for Financing Order, Case No. U-13715,
filed March 4, 2003 by Consumers Energy Company with
the Michigan Public Service Commission.
99(b) Application of Consumers Energy Company, Case
No. U-13720 filed March 4, 2003 by Consumers Energy
Company with the Michigan Public Service Commission
This Form 8-K contains "forward-looking statements", within the meaning of the
safe harbor provisions of the federal securities laws. The "forward-looking
statements" are subject to risks and uncertainties. They should be read in
conjunction with the "Forward-Looking Statements and Risk Factors" in CMS
Energy's Form 10-Q for the Quarterly Period Ended September 30, 2002, Management
Discussion and Analysis (incorporated herein by reference) and Consumers
Energy's Form 10-K/A for the Year Ended December 31, 2001, Item I, Consumers
Forward-Looking Statements Cautionary Factors and Uncertainties that discuss
important factors that could cause CMS Energy's and Consumers Energy's results
to differ materially from those anticipated in such statements.
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: March 5, 2003
By: /s/ Thomas J. Webb
-------------------------------
Thomas J. Webb
Executive Vice President and
Chief Financial Officer
CONSUMERS ENERGY COMPANY
Dated: March 5, 2003
By: /s/ Thomas J. Webb
-------------------------------
Thomas J. Webb
Executive Vice President and
Chief Financial Officer
10-K EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-99(a) Application for Financing Order, Case No. U-13715, filed
March 4, 2003 by Consumers Energy Company with the Michigan
Public Service Commission.
EX-99(b) Application of Consumers Energy Company, Case No. U-13720
filed March 4, 2003 by Consumers Energy Company with the
Michigan Public Service Commission.