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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 2, 2007
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On May 2, 2007, CMS Enterprises Company, a wholly owned subsidiary of CMS Energy
Corporation ("CMS Energy"), completed the previously announced sale of CMS
Generation, its wholly owned subsidiary. CMS Generation holds an indirect
interest in certain independent power and water projects and plant operations
and maintenance companies located in Morocco, Saudi Arabia, Ghana, India and the
United Arab Emirates. The Abu Dhabi National Energy Company PJSC ("Abu Dhabi")
was the buyer. The purchase price was $900 million, which included the payment
of approximately $106 million in debt. A CMS Energy-issued news release dated
May 2, 2007, which is attached as Exhibit 99.1 and incorporated by reference,
contains additional information with respect to the transaction.
CMS Energy and Abu Dhabi's majority owner, the Abu Dhabi Water and Electricity
Authority ("ADWEA"), have been long-time partners. In conjunction with ADWEA (in
the case of one project, in conjunction with International Power Plc), CMS
Generation developed, constructed, and operated two major independent power and
water projects in the United Arab Emirates. Those facilities, Al Taweelah A2 and
Shuweihat S1, were part of the sale. The other businesses included in the sale
were CMS Energy's interests in the Jorf Lasfar Energy Company coal-fueled power
plant in Morocco, the Jubail Energy Company natural gas cogeneration power plant
in Saudi Arabia, the Takoradi International Company crude oil power plant in
Ghana, and the ST-CMS Company coal-fueled power plant in Neyveli, India. A
significant portion of CMS Generation's interests are equity method investments.
The sale agreements contain indemnifications, guarantees, and representations
and warranties that are typical for such sale transactions. Consideration for
the sale was established as a result of (1) the use of CMS Energy's internal
valuation models, (2) assistance by investment banking consultants, and (3)
arm's-length negotiations between CMS Energy and Abu Dhabi.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION
The accompanying unaudited pro forma condensed consolidated financial statements
reflect adjustments to the historical consolidated financial statements of CMS
Energy to give effect to the sale of interests in CMS Generation and the sale of
Argentine and Michigan businesses discussed in the Form 8-K filed on March 14,
2007. The transactions will be accounted for in accordance with Statement of
Financial Accounting Standards (FAS) No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" and Emerging Issues Task Force 03-13, "Applying
the Conditions in Paragraph 42 of FAS Statement No. 144 in Determining Whether
to Report Discontinued Operations".
Certain information and notes normally included in consolidated financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been omitted pursuant to the rules and regulations of
the Securities and Exchange Commission governing pro forma information. The
accompanying unaudited pro forma condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements of CMS
Energy, as contained in its 2006 Annual Report on Form 10-K.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet assumes the sale of
interests in CMS Generation and the sale of Argentine and Michigan businesses
were completed on December 31, 2006. Therefore, the net loss and gain on the
sales recognized at December 31, 2006 in the Unaudited Pro Forma Condensed
Consolidated Balance Sheet will ultimately differ from the actual loss and gain
that occurred at the dates of sale. The Unaudited Pro Forma Condensed
Consolidated Statements of Income (Loss) assume the dispositions occurred on
January 1, 2004. The accompanying unaudited pro forma condensed consolidated
financial statements are presented for purposes of illustration only, in
accordance
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with the adjustments set forth below, and are not necessarily indicative of the
financial position or results of operations that would have occurred had the
sales been completed on the dates as of which, or at the beginning of the period
which, the sales are being given effect, nor are they necessarily indicative of
future operating results or financial position of CMS Energy.
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CMS ENERGY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2006
(In Millions)
ARGENTINE
AND MICHIGAN
HISTORICAL CMS GENERATION
ADJUSTMENTS HISTORICAL
AND SALE ADJUSTMENTS
TRANSACTION AND SALE PRO FORMA
HISTORICAL (NOTES 1 AND TRANSACTION ADJUSTMENTS PRO FORMA
CMS ENERGY 2) (NOTES 1 AND 2) (NOTES 1 AND 2) CMS ENERGY
---------- ------------ --------------- --------------- ----------
ASSETS
Plant and property (at cost) $ 12,642 $ (250) $ (54) $ - $ 12,338
Less accumulated depreciation,
depletion and
amortization 5,317 (119) (11) - 5,187
--------------- -------------- ---------------- ---------------- -------------
7,325 (131) (43) 7,151
Construction work-in-progress 651 - - - 651
--------------- -------------- ---------------- ---------------- -------------
Net plant and property 7,976 (131) (a) (43) (a) - 7,802
Investments 598 (19) (a) (477) (a) - 102
Cash and cash equivalents at
cost, which
approximates market 351 130 (a) 771 (a) (959) (b) 293
Accounts receivable, notes
receivable, and
accrued revenue, net 808 (25) (a) (36) (a) - 747
Inventories at average cost 1,357 (6) (a) (3) (a) - 1,348
Other current assets 627 (2) (a) (67) (a) - 558
Non-current assets 3,654 (16) (a) (106) (a) - 3,532
--------------- -------------- ---------------- ---------------- -------------
TOTAL ASSETS $ 15,371 $(69) $ 39 $ (959) $ 14,382
=============== ============== ================ ================ =============
STOCKHOLDERS' INVESTMENT
AND LIABILITIES
Common stockholders' equity $ 2 $ - $ - $ - $ 2
Other paid-in capital 4,468 - - - 4,468
Accumulated other comprehensive loss (318) 127 (c) (14) (c) - (205)
Retained deficit (1,918) (161) (d) 33 (d) - (2,046)
Preferred stock 305 - - - 305
Long-term debt 6,202 - (106) (e) (959) (b) 5,137
Long-term debt related parties 178 - - - 178
Non-current portion of capital
and finance
lease obligations 42 - - - 42
--------------- -------------- ---------------- ---------------- -------------
Total capitalization 8,961 (34) (87) (959) 7,881
Minority interests 91 (3) (f) (11) (f) - 77
Accounts payable 564 (21) (g) (16) (g) - 527
Other current liabilities 1,592 (13) (g) (20) (g) - 1,559
Non-current liabilities 4,163 2 (g) 173 (g) - 4,338
--------------- -------------- ---------------- ---------------- -------------
TOTAL STOCKHOLDERS' INVESTMENT
AND LIABILITIES $ 15,371 $ (69) $ 39 $ (959) $ 14,382
=============== ============== ================ ================ =============
See notes to pro forma condensed consolidated financial statements.
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CMS ENERGY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2006 (In
Millions, except per share amounts)
ARGENTINE AND
MICHIGAN
HISTORICAL CMS GENERATION PRO FORMA
ADJUSTMENTS HISTORICAL ADJUSTMENTS
HISTORICAL (NOTES 1 AND ADJUSTMENTS (NOTES 1 PRO FORMA
CMS ENERGY 2) (NOTES 1 AND 2) AND 2) CMS ENERGY
---------- ------------ --------------- ------ ----------
OPERATING REVENUE $ 6,810 $ (199) (h) $ (254) (h) $ - $ 6,357
EARNINGS FROM EQUITY METHOD INVESTEES 89 (3) (i) (89) (i) - (3)
OPERATING EXPENSES -
Fuel for electric generation 984 (59) (j) (202) (j) - 723
Fuel costs mark-to-market at the MCV Partnership 204 - - - 204
Purchased and interchange power 829 (50) (j) - - 779
Cost of gas sold 2,131 - - - 2,131
Other operating expense 1,225 (18) (j) (20) (j) - 1,187
Maintenance 326 (15) (j) (8) (j) - 303
Depreciation, depletion, and amortization 576 (13) (j) (12) (j) - 551
General taxes 198 (1) (j) (3) (j) - 194
Asset impairment charges 459 - - - 459
------------ --------------- ---------------- ------------ ------------
6,932 (156) (245) - 6,531
------------ --------------- ---------------- ------------ ------------
OPERATING LOSS (33) (46) (98) - (177)
OTHER INCOME (DEDUCTIONS) -
Gain on asset sales, net 79 - - - 79
Interest and dividends 86 (5) (k) - - 81
Other income 36 - (3) (k) - 33
------------ --------------- ---------------- ------------ ------------
201 (5) (3) - 193
FIXED CHARGES 511 (10) (l) (12) (l) (67) (m) 422
------------ --------------- ---------------- ------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTERESTS (OBLIGATIONS) (343) (41) (89) 67 (406)
MINORITY INTEREST (OBLIGATIONS), NET (100) (1) (n) (1) (n) - (102)
INCOME TAX EXPENSE (BENEFIT) (158) (19) (o) (7) (o) 23 (p) (161)
------------ --------------- ---------------- ------------ ------------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
PREFERRED DIVIDENDS (85) (21) (81) 44 (143)
PREFERRED DIVIDENDS 11 - - - 11
------------ --------------- ---------------- ------------ ------------
INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER
PREFERRED DIVIDENDS $ (96) $ (21) $ (81) $ 44 $ (154)
============ =============== ================ ============ ============
INCOME (LOSS) FROM CONTINUING OPERATIONS PER SHARE:
Basic - Average Common Shares Outstanding 219.9 219.9
- Income (Loss) Per Average Common Share $(0.44) $(0.70)
Diluted - Average Common Shares Outstanding 219.9 219.9
- Income (Loss) Per Average Common Share $(0.44) $(0.70)
See notes to pro forma condensed consolidated financial statements.
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CMS ENERGY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2005 (In
Millions, except per share amounts)
ARGENTINE AND
MICHIGAN
HISTORICAL CMS GENERATION PRO FORMA
ADJUSTMENTS HISTORICAL ADJUSTMENTS
HISTORICAL (NOTES 1 AND ADJUSTMENTS (NOTES 1 PRO FORMA
CMS ENERGY 2) (NOTES 1 AND 2) AND 2) CMS ENERGY
---------- ---------- --------------- ------ ----------
OPERATING REVENUE $ 6,288 $ (142) (h) $ (87) (h) $ - $ 6,059
EARNINGS FROM EQUITY METHOD INVESTEES 125 (4) (i) (100) (i) - 21
OPERATING EXPENSES -
Fuel for electric generation 720 (40) (j) (36) (j) - 644
Fuel costs mark-to-market at the MCV Partnership (200) - - - (200)
Purchased and interchange power 546 (38) (j) 1 (j) - 509
Cost of gas sold 2,297 - - - 2,297
Other operating expense 1,105 (13) (j) (22) (j) - 1,070
Maintenance 249 (10) (j) (3) (j) - 236
Depreciation, depletion, and amortization 525 (11) (j) (9) (j) - 505
General taxes 261 (1) (j) (1) (j) - 259
Asset impairment charges 1,184 - - - 1,184
------------ --------------- ---------------- ------------ -----------
6,687 (113) (70) - 6,504
------------ --------------- ---------------- ------------ -----------
OPERATING LOSS (274) (33) (117) - (424)
OTHER INCOME (DEDUCTIONS) -
Gain on asset sales, net 6 - - - 6
Interest and dividends 66 (2) (k) (1) (k) - 63
Other income (15) - 3 (k) - (12)
------------ --------------- ---------------- ------------ -----------
57 (2) 2 - 57
FIXED CHARGES 489 (8) (l) 1 (l) (67) (m) 415
------------ --------------- ---------------- ------------ -----------
INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTERESTS (OBLIGATIONS) (706) (27) (116) 67 (782)
MINORITY INTEREST (OBLIGATIONS), NET (440) (1) (n) (2) (n) - (443)
INCOME TAX EXPENSE (BENEFIT) (168) (16) (o) 48 (o) 23 (p) (113)
------------ --------------- ---------------- ------------ -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
PREFERRED DIVIDENDS (98) (10) (162) 44 (226)
PREFERRED DIVIDENDS 10 - - - 10
------------ --------------- ---------------- ------------ -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER
PREFERRED DIVIDENDS $ (108) $ (10) $ (162) $ 44 $ (236)
============ =============== ================ ============ ===========
INCOME (LOSS) FROM CONTINUING OPERATIONS PER SHARE:
Basic - Average Common Shares Outstanding 211.8 211.8
- Income (Loss) Per
Average Common Share $(0.51) $(1.11)
Diluted - Average Common Shares Outstanding 211.8 211.8
- Income (Loss) Per
Average Common Share $(0.51) $(1.11)
See notes to pro forma condensed consolidated financial statements.
6
CMS ENERGY CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2004 (In
Millions, except per share amounts)
ARGENTINE AND
MICHIGAN
HISTORICAL CMS GENERATION PRO FORMA
ADJUSTMENTS HISTORICAL ADJUSTMENTS
HISTORICAL (NOTES 1 AND ADJUSTMENTS (NOTES 1 PRO FORMA
CMS ENERGY 2) (NOTES 1 AND 2) AND 2) CMS ENERGY
---------- ------------- --------------- ------ ----------
OPERATING REVENUE $ 5,472 $ (103) (h) $ (65) (h) $ - $ 5,304
EARNINGS FROM EQUITY METHOD INVESTEES 115 (1) (i) (88) (i) - 26
OPERATING EXPENSES -
Fuel for electric generation 774 (29) (j) (16) (j) - 729
Fuel costs mark-to-market at the MCV Partnership 19 - - - 19
Purchased and interchange power 344 (17) (j) - - 327
Cost of gas sold 1,786 - - - 1,786
Other operating expense 954 (10) (j) (17) (j) - 927
Maintenance 256 (10) (j) (3) (j) - 243
Depreciation, depletion, and amortization 431 (12) (j) (2) (j) - 417
General taxes 270 (1) (j) - - 269
Asset impairment charges 160 - - - 160
------------ --------------- ---------------- ------------ ----------
4,994 (79) (38) - 4,877
------------ --------------- ---------------- ------------ ----------
OPERATING INCOME (LOSS) 593 (25) (115) - 453
OTHER INCOME (DEDUCTIONS) -
Gain on asset sales, net 52 - - - 52
Interest and dividends 27 - (1) (k) - 26
Other income 99 (2) (k) (1) (k) - 96
------------ --------------- ---------------- ------------ ----------
178 (2) (2) - 174
FIXED CHARGES 634 (11) (l) (12) (l) (67) (m) 544
------------ --------------- ---------------- ------------ ----------
INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTERESTS (OBLIGATIONS) 137 (16) (105) 67 83
MINORITY INTEREST (OBLIGATIONS), NET 15 (1) (n) (2) (n) - 12
INCOME TAX EXPENSE (BENEFIT) (5) (6) (o) (11) (o) 23 (p) 1
------------ --------------- ---------------- ------------ ----------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
PREFERRED DIVIDENDS 127 (9) (92) 44 70
PREFERRED DIVIDENDS 11 - - - 11
------------ --------------- ---------------- ------------ ----------
INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER
PREFERRED DIVIDENDS $ 116 $ (9) $ (92) $ 44 $ 59
============ =============== ================ ============ ==========
INCOME (LOSS) FROM CONTINUING OPERATIONS PER SHARE:
Basic - Average Common Shares Outstanding 168.6 168.6
- Income (Loss) Per
Average Common Share $0.68 $0.35
Diluted - Average Common Shares Outstanding 172.1 172.1
- Income (Loss) Per
Average Common Share $0.67 $0.35
See notes to pro forma condensed consolidated financial statements.
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NOTE 1 -- SALE OF INTERESTS IN THE ARGENTINE AND MICHIGAN BUSINESSES AND CMS
GENERATION
CMS Energy has reflected, in the accompanying unaudited pro forma condensed
consolidated financial statements, total proceeds of $1.080 billion. The
proceeds from the sales will be used to reduce debt. The sales would result in
an after-tax loss of $128 million if calculated as of December 31, 2006. This
loss is reflected in retained deficit in the accompanying Unaudited Pro Forma
Condensed Consolidated Balance Sheet as of December 31, 2006. The loss was
calculated as follows:
In Millions
----------------------------------------------------------------
Michigan and
Argentine CMS
Businesses Generation Total
----------------- -------------- -------------------
Total proceeds $ 180 $ 900 $ 1,080
Net book value of assets sold (202) (686) (a) (888)
Reclassification of cumulative foreign currency
translation adjustments (195) 3 (192)
Reclassification of derivatives in other comprehensive
loss - 22 22
Fair value liabilities (25) (b) (80) (c) (105)
Selling expenses (5) (10) (15)
----------------- -------------- -------------------
Gain (Loss) on Sale Before Taxes (247) 149 (98)
Tax benefit (expense) 86 (116) (d) (30)
----------------- -------------- -------------------
Net Gain (Loss) on Sale $ (161) $ 33 $ (128)
================= ============== ===================
(a) Includes payment of $106 million of debt by Abu Dhabi.
(b) Relates to the recognition of an estimated $25 million fair value of a
liability related to claims on Gas Transmission and Generation assets in
Argentina.
(c) Relates to the recognition of the estimated fair value of liabilities
related to indemnities at certain CMS Generation interests.
(d) Includes $64 million of U.S. income tax expense associated with the change
in determination of permanent reinvestment of undistributed earnings.
The Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss) for
the years ended December 31, 2005 and December 31, 2004 present the elimination
of historical values that will not qualify for discontinued operations and
historical values to be reclassified as discontinued operations that were not
required to be reflected in discontinued operations as of December 31, 2006. The
Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss) include
the elimination of allocated parent interest of $15 million in 2006, $11 million
in 2005, and $14 million in 2004. The after-tax loss resulting from this
transaction has not been reflected in the accompanying Unaudited Pro Forma
Condensed Consolidated Statements of Income (Loss).
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NOTE 2 --ADJUSTMENTS
The following is a summary of the adjustments:
Condensed Consolidated Balance Sheet:
(a) To reflect the removal of the interests in the transferred assets and
the receipt of cash consideration from the Argentine and Michigan
Businesses and CMS Generation.
(b) To reflect the use of the net proceeds of $959 million to retire
long-term debt, excluding any premiums assessed to retire long-term
debt. The net proceeds are calculated as follows:
In Millions
-----------
Total proceeds $1,080
Less: Payment of debt by Abu Dhabi (106)
Selling expenses (15)
------
$ 959
------
(c) To reflect the reversal of $125 million, net of $ 67 million in taxes,
of certain cumulative amounts of the Argentine Businesses and CMS
Generation-related foreign currency translation adjustments from
Accumulated other comprehensive loss into earnings offset by the
reversal of $12 million, into earnings, net of $10 million in taxes, of
certain cumulative amounts of the CMS Generation-related derivative
fair value changes that are accounted for in Accumulated other
comprehensive loss.
(d) To reflect the earnings impact, net of tax, of the loss on the sale of
CMS Energy's interests in the Argentine and Michigan Businesses and the
gain on the sale of CMS Energy's interests in CMS Generation and the
reclassification of cumulative foreign currency translation adjustments
and certain derivative fair value changes.
(e) To reflect the retirement of long-term debt at CMS Generation.
(f) To reflect the removal of Minority interests.
(g) To reflect the removal of the interests in the transferred liabilities,
the recognition of the estimated fair value of non-current liabilities
related to indemnities at certain CMS Generation interests, and the
recognition of non-current deferred tax liabilities in conjunction with
the sale of CMS Energy's interests.
Condensed Consolidated Statements of Income (Loss):
(h) To reflect the elimination of historical Operating Revenue, assuming
the dispositions occurred as of January 1, 2004.
(i) To reflect the elimination of historical Earnings from Equity Method
Investees for the Argentine Businesses and CMS Generation, assuming the
dispositions occurred as of January 1, 2004. Equity method earnings do
not include Takoradi and other consolidated entities.
(j) To reflect the elimination of historical Operating Expenses, assuming
the dispositions occurred as of January 1, 2004.
(k) To reflect the elimination of historical Other Income (Deductions),
assuming the dispositions occurred as of January 1, 2004.
(l) To reflect the elimination of historical Fixed Charges and allocated
parent interest, assuming the dispositions occurred as of January 1,
2004.
(m) To reflect reduced interest expense at an average interest rate of 7.0
percent from the use of $959 million of net proceeds to reduce
long-term debt outstanding assuming the dispositions occurred as of
January 1, 2004.
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(n) To reflect the elimination of Minority Interest (Obligations), assuming
the dispositions occurred as of January 1, 2004.
(o) To reflect the elimination of income tax expense applicable to CMS
Energy's interests, assuming the dispositions occurred as of January 1,
2004.
(p) To reflect the income tax effects of the pro forma adjustments,
assuming the dispositions occurred as of January 1, 2004.
(d) EXHIBITS.
99.1 CMS Energy's News Release dated May 2, 2007.
This Form 8-K contains "forward-looking statements" as defined in Rule 3b-6 of
the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act
of 1933, as amended, and relevant legal decisions. The forward-looking
statements are subject to risks and uncertainties. They should be read in
conjunction with "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK FACTORS"
each found in the MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy's
Form 10-K and Consumers' Form 10-K for the Year Ended December 31, 2006 (CMS
Energy's and Consumers' "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK
FACTORS" sections are incorporated herein by reference), that discuss important
factors that could cause CMS Energy's and Consumers' results to differ
materially from those anticipated in such statements.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CMS ENERGY CORPORATION
Dated: May 3, 2007
By: /s/ Thomas J. Webb
-----------------------------------
Thomas J. Webb
Executive Vice President and
Chief Financial Officer
CONSUMERS ENERGY COMPANY
Dated: May 3, 2007
By: /s/ Thomas J. Webb
-----------------------------------
Thomas J. Webb
Executive Vice President and
Chief Financial Officer
11