-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PRBqozsulzy7uDR7cvmIEdNjtru/6o9LLrT3ss1b9iMHZCsX7XRB/lQsSvsbn19a CYYBZSF7zxzbJTndL5HCcA== 0000950124-05-001435.txt : 20050310 0000950124-05-001435.hdr.sgml : 20050310 20050310172117 ACCESSION NUMBER: 0000950124-05-001435 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050310 DATE AS OF CHANGE: 20050310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS FUNDING LLC CENTRAL INDEX KEY: 0001126128 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-47938 FILM NUMBER: 05673226 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177881031 MAIL ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 10-K 1 k91841e10vk.txt ANNUAL REPORT FOR FISCAL YEAR ENDED DECEMBER 31, 2004 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Registrant; State of Incorporation; IRS Employer Number Address and Telephone Number Identification No. --------------- ----------------------------------- ---------------- 333-47938 Consumers Funding LLC 38-3575109 A Delaware limited liability company One Energy Plaza Jackson, Michigan 49201 (517) 788-0250 Securities registered pursuant to Section 12 (b) of the Act: None. Securities registered pursuant to Section 12 (g) of the Act: None. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act). YES [ ] NO [X] Consumers Funding LLC meets the conditions set forth in General Instruction I(1)(a) and (b) of the Form 10-K and is, therefore, filing this Form 10-K with the reduced disclosure format. In accordance with Instruction I, Part I, Item 2 has been reduced. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant: None. CONSUMERS FUNDING LLC FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 2004 TABLE OF CONTENTS
Page ---- PART I: Financial Information 1. Management's Narrative Analysis of Results of Operations....................3 2. Financial Statements and Supplementary Data Statements of Income....................................................5 Balance Sheets..........................................................6 Statements of Cash Flows................................................7 Statements of Member's Equity...........................................8 Notes to Financial Statements...........................................9 Report of Independent Registered Public Accounting Firm................13 PART II: Other Information 3. Item 1. Legal Proceedings ................................................14 Item 5. Other Information ................................................14 Item 6. Exhibits, and Reports on Form 8-K.................................14 Item 7A. Quantitative and Qualitative Disclosures About Market Risk........14 Signatures.................................................................15 Exhibit Index..............................................................16
2 CONSUMERS FUNDING LLC MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS This Management's Narrative Analysis (MNA) of the results of operations of Consumers Funding LLC (Consumers Funding) is an abbreviated format pursuant to Instruction I(1) (a) of Form 10-K. The MNA refers to Consumers Funding's Notes to Financial Statements and should be read in conjunction with such Financial Statements and Notes. This Form 10-K and other written and oral statements from Consumers Funding contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Consumers Funding's intention with the use of words such as "may," "could," "anticipates," "believes," "estimates," "expects," "intends," "plans," and other similar words is to identify forward-looking statements that involve risk and uncertainty. Consumers Funding designed this discussion of potential risks and uncertainties to highlight important factors that may impact its business and financial outlook. Consumers Funding has no obligation to update or revise forward-looking statements regardless of whether new information, future events or any other factors affect the information contained in the statements. These forward-looking statements are subject to various factors that could cause Consumers Funding's actual results to differ materially from the results anticipated in these statements. Consumers Funding, a Delaware limited liability company, whose sole member is Consumers Energy Company (Consumers), was formed by Consumers on October 11, 2000. Consumers is an electric and gas utility and is a wholly owned subsidiary of CMS Energy Corporation. Consumers Funding was organized for the purposes of purchasing and owning securitization property (see below), issuing securitization bonds, pledging its interest in securitization property and other collateral to the trustee to collateralize the securitization bonds, and performing activities that are necessary, suitable or convenient to accomplish these purposes. On November 8, 2001, Consumers Funding issued $468.6 million of securitization bonds. Consumers Funding used the proceeds from the securitization bond issuance to purchase securitization property from Consumers. As discussed in Note 1 to the Financial Statements, securitization property represents the irrevocable right of Consumers to collect a nonbypassable securitization charge (Securitization Charge) from customers in accordance with a financing order issued by the Michigan Public Service Commission (MPSC). The securitization property, which is classified as a securitization receivable, along with earnings on cash deposited with the trustee, resulted in Consumers Funding recording interest income of $21.3 million in 2004, $22.0 million in 2003, and $22.9 million in 2002. Interest expense associated with the securitization bonds totaled $21.3 million in 2004, $22.0 million in 2003, and $22.9 million in 2002. Consumers, as servicer, began billing a Securitization Charge to electric customers with its December 2001 billing cycle, totaling $.001427 per kilowatt-hour, per customer, per billing cycle. In the servicing agreement between Consumers Funding and Consumers, Consumers is required to remit its Securitization Charge collections to the trustee each business day. Under the servicing agreement, Consumers is required to request periodic Securitization Charge adjustments from the MPSC. The request for an adjustment must be submitted at least 45 days before the adjustment may take place. Adjustments will be made annually, and then quarterly beginning approximately one year before the expected final payment date of the last maturing class of securitization bonds. Adjustments to the Securitization Charge are based, among other things, on actual Securitization Charge revenue collections and updated assumptions by Consumers as to projected future deliveries of electricity to customers. On October 16, 2003, Consumers submitted a request to the MPSC for its annual adjustment and it was approved on November 25, 2003. The approved adjustment revised the Securitization Charge to $.001299 from $.001328 per kilowatt-hour, per customer, per billing cycle, effective with the December 2003 billing 3 cycle. On October 15, 2004, Consumers submitted a request to the MPSC for its annual adjustment. The approved adjustment revised the Securitization Charge to $.001311 per kilowatt-hour, per customer, per billing cycle, effective December 1, 2004. For the year ended December 31, 2004, operating revenues totaled $22.4 million, a decrease of approximately $0.8 million compared to 2003. Included in the $22.4 million is $21.3 million of interest income and approximately $1.1 million of other operating revenue. The decrease in total operating revenues for the year primarily reflects lower interest income associated with the reduction in the securitization receivable from Consumers. For the year ended December 31, 2004, Consumers Funding incurred $22.4 million of operating expenses, a decrease of approximately $0.8 million compared to 2003. Included in the $22.4 million is $21.3 million of interest expense and approximately $1.1 million of servicing, administration and other expenses. The decrease in operating expenses for the year is primarily the result of reduced debt levels. For the year ended December 31, 2003, operating revenues totaled $23.2 million, a decrease of approximately $1 million compared to 2002. Included in the $23.2 million is $22.0 million of interest income and approximately $1.2 million of other operating revenue. The decrease in total operating revenues for the year primarily reflects lower interest income associated with the reduction in the securitization receivable from Consumers. For the year ended December 31, 2003, Consumers Funding incurred $23.2 million of operating expenses, a decrease of approximately $1 million compared to 2002. Included in the $23.2 million is $22.0 million of interest expense and approximately $1.2 million of servicing, administration and other expenses. The decrease in operating expenses for the year is primarily the result of reduced debt levels. 4 CONSUMERS FUNDING LLC STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31 2004 2003 2002 ---------------------- ------- ------- ------- In Thousands OPERATING REVENUES Interest Income - Consumers $21,278 $22,012 $22,882 Other Operating Revenue - Consumers 1,102 1,171 1,358 Other Operating Revenue 63 66 23 ------- ------- ------- Total Operating Revenues 22,443 23,249 24,263 ------- ------- ------- OPERATING EXPENSES Interest Expense 21,278 22,012 22,882 Service Fee - Consumers 1,022 1,091 1,274 Administration Fee - Consumers 80 80 84 Other 63 66 23 ------- ------- ------- Total Operating Expenses 22,443 23,249 24,263 ------- ------- ------- Net Income $ - $ - $ - ======= ======= =======
The accompanying notes are an integral part of these statements. 5 CONSUMERS FUNDING LLC BALANCE SHEETS
DECEMBER 31 ASSETS 2004 2003 ------ -------- -------- In Thousands CURRENT ASSETS Restricted Cash $ 16,991 $ 17,045 Securitization Receivable - Consumers 28,218 27,361 -------- -------- Total Current Assets 45,209 44,406 NON-CURRENT ASSETS Securitization Receivable - Consumers 359,813 388,459 -------- -------- Total Non-current Assets 359,813 388,459 -------- -------- TOTAL ASSETS $405,022 $432,865 ======== ======== LIABILITIES AND MEMBER'S EQUITY CURRENT LIABILITIES Securitization Bonds Payable $ 28,646 $ 27,786 Accounts Payable - Consumers 313 305 Accounts Payable - Other 16 32 Interest Payable 4,099 4,148 -------- -------- Total Current Liabilities 33,074 32,271 -------- -------- NON-CURRENT LIABILITIES Securitization Bonds Payable 369,605 398,251 -------- -------- Total Non-current Liabilities 369,605 398,251 -------- -------- MEMBER'S EQUITY Total Member's Equity 2,343 2,343 -------- -------- TOTAL LIABILITIES AND MEMBER'S EQUITY $405,022 $432,865 ======== ========
The accompanying notes are an integral part of these statements. 6 CONSUMERS FUNDING LLC STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31 2004 2003 2002 ---------------------- -------- -------- -------- In Thousands CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ - $ - $ - Changes in Current Assets and Liabilities: Interest Receivable - Consumers - - 2,257 Interest Payable (49) (309) 1,068 Accounts Payable - Consumers 8 (9) 185 Accounts Payable - Other (16) 30 2 -------- -------- -------- NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES (57) (288) 3,512 CASH FLOWS FROM INVESTING ACTIVITIES Restricted Cash 54 366 (13,807) Reduction of Securitization Receivable 27,789 26,827 25,945 -------- -------- -------- NET CASH PROVIDED BY INVESTING ACTIVITIES 27,843 27,193 12,138 CASH FLOWS FROM FINANCING ACTIVITIES Payment of Securitization Bonds Principal (27,786) (26,905) (15,650) -------- -------- -------- NET CASH (USED IN) FINANCING ACTIVITIES (27,786) (26,905) (15,650) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS - - - CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - - - -------- -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ - $ - $ - ======== ======== ========
The accompanying notes are an integral part of these statements. 7 CONSUMERS FUNDING LLC STATEMENTS OF MEMBER'S EQUITY
YEAR ENDED DECEMBER 31 2004 2003 2002 ---------------------- ------ ------ ------ In Thousands BALANCE AT BEGINNING OF PERIOD $2,343 $2,343 $2,343 Add: Net Income - - - ------ ------ ------ BALANCE AT END OF PERIOD $2,343 $2,343 $2,343 ====== ====== ======
The accompanying notes are an integral part of these statements. 8 CONSUMERS FUNDING LLC NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND NATURE OF OPERATIONS Consumers Funding, a Delaware limited liability company, whose sole member is Consumers, was formed by Consumers on October 11, 2000. On January 22, 2001, Consumers completed a $1,000 equity contribution to Consumers Funding. Consumers is an electric and gas utility and is a wholly owned subsidiary of CMS Energy Corporation. Consumers Funding was organized for the purposes of purchasing and owning securitization property (see below), issuing securitization bonds, pledging its interest in securitization property and other collateral to the trustee to collateralize the securitization bonds, and performing activities that are necessary, suitable or convenient to accomplish these purposes. Securitization property represents the irrevocable right of Consumers, or its successor or assignee, to collect a nonbypassable Securitization Charge from customers in accordance with an October 24, 2000 MPSC Financing Order (MPSC Financing Order). As modified by rehearing on January 4, 2001, the MPSC Financing Order authorizes the Securitization Charge to be sufficient to recover $468.6 million aggregate principal amount of securitization bonds, plus an amount sufficient to provide for any credit enhancement, to fund any reserves and to pay interest, redemption premiums, if any, servicing fees and other expenses relating to the securitization bonds. For financial reporting purposes, the purchase of the securitization property has been accounted for as a financing arrangement by Consumers Funding in the amount of $468.6 million. Accordingly, Consumers Funding has classified the purchase of securitization property as a securitization receivable from Consumers in the financial statements. Consumers Funding's organizational documents require it to operate in a manner so that it would not be consolidated into the bankruptcy estate of Consumers in the event Consumers becomes subject to a bankruptcy proceeding. Consumers and Consumers Funding have agreed that in the event of Consumers' bankruptcy, the parties will treat the transfer of the securitization property to Consumers Funding as a true sale. The securitization bonds are treated as debt obligations of Consumers Funding. For financial reporting, Federal income tax and State of Michigan and franchise tax purposes, the transfer of securitization property to Consumers Funding is treated as part of a financing arrangement and not as a sale. Furthermore, the results of operations of Consumers Funding are consolidated with Consumers' financial statements for financial and income tax reporting purposes. Consumers Funding is legally separate from Consumers. The assets and income of Consumers Funding, including without limitation, the securitization property, are not available to creditors of Consumers or CMS Energy Corporation. On November 8, 2001, Consumers Funding issued $468.6 million of securitization bonds, Series 2001-1, in six different classes. Consumers Funding used the proceeds to fund the purchase of securitization property from Consumers. The principal amount of the securitization bonds, interest, fees and required overcollateralization for the securitization bonds, will be recovered through Securitization Charges collected from electric retail customers taking delivery of electricity from Consumers or its successor based on MPSC approved rate schedules and as permitted by contracts between Consumers and certain specific customers. Consumers, as servicer, collects Securitization Charges from its customers and deposits collections daily into the General Subaccount held by the trustee, The Bank of New York. The trustee is required to use these funds to make principal and interest payments on the securitization bonds and to pay certain fees and expenses of Consumers Funding. Consumers Funding has no employees. Under the servicing agreement with Consumers, Consumers is required to manage and administer the securitization property and to collect Securitization Charges on Consumers Funding's behalf. Consumers receives a monthly servicing fee of one twelfth times 0.25 percent 9 of the principal amount of securitization bonds outstanding as of the payment date. The servicing agreement also requires Consumers to file annual Securitization Charge adjustment requests with the MPSC. These Securitization Charge adjustment requests are based on actual Securitization Charge revenue collections and Consumers' updated assumptions as to projected future deliveries of electricity to customers, expected delinquencies and write-offs, future payments and expenses relating to securitization property and the securitization bonds, any deficiency in the Capital or Overcollateralization Subaccounts and any amounts on deposit in the Reserve Subaccount. 2. SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amount of revenues, expenses, assets, and liabilities and disclosure of contingencies. Actual results could differ from these estimates. INCOME TAXES Consumers Funding has elected not to be taxed as a corporation for Federal income tax purposes. Consumers Funding is treated as a division of Consumers, and accordingly, will not be treated as a separate taxable entity. RESTRICTED CASH The trustee has established the following subaccounts for the securitization bonds. GENERAL SUBACCOUNT: The General Subaccount is comprised of Securitization Charge collections and interest earned from short-term investments. These amounts accumulate until the trustee pays principal, interest, service and administration fees and other expenses. The General Subaccount totaled $12.4 million at December 31, 2004 and $12.2 million at December 31, 2003. These funds are used by the trustee for the scheduled payments of principal and interest to bondholders and to pay expenses of Consumers Funding. RESERVE SUBACCOUNT: The Reserve Subaccount includes any Securitization Charge collections in excess of the amounts required in the General, Overcollateralization and Capital Subaccounts. The trustee will draw funds from this subaccount if the General Subaccount is insufficient to make scheduled payments. The Reserve Subaccount totaled approximately $1.7 million at December 31, 2004 and $2.2 million at December 31, 2003. OVERCOLLATERALIZATION SUBACCOUNT: On each payment date, the trustee will deposit in the Overcollateralization Subaccount a predetermined, specified amount so that the account balance ultimately reaches the required amount of $2.3 million, which represents 0.5 percent of the initial outstanding principal balance of the securitization bonds. If amounts available in the General Subaccount and the Reserve Subaccount are not sufficient on any payment date to make scheduled payments to the securitization bondholders and to pay the required expenses, fees and charges, the trustee will draw on the amounts in the Overcollateralization Subaccount to make those payments. The Overcollateralization Subaccount totaled approximately $0.5 million at December 31, 2004 and $0.3 million at December 31, 2003. CAPITAL SUBACCOUNT: The Capital Subaccount was established on November 8, 2001. Consumers deposited $2.3 million into the Capital Subaccount, an amount equal to 0.5 percent of the initial principal balance of the securitization bonds. If amounts available in the General Subaccount, the Reserve Subaccount and the Overcollateralization Subaccount are not sufficient on any payment date to make scheduled payments of principal and interest to the securitization bondholders and to pay the expenses, fees and charges of Consumers Funding, the trustee will draw on amounts in the Capital Subaccount to make those payments. The Capital 10 Subaccount contained a balance of $2.4 million at December 31, 2004 and $2.3 million at December 31, 2003. 3. LONG-TERM DEBT On November 8, 2001, Consumers Funding issued $468.6 million of securitization bonds, in six classes at interest rates ranging from 2.59 percent to 5.76 percent. Consumers Funding used the proceeds from the securitization bonds to purchase securitization property from Consumers. As of December 31, 2004, Consumers Funding has retired all of the class A-1 securitization bonds and $44.3 million of the class A-2 securitization bonds in accordance with the bond amortization schedule. Scheduled maturities and interest rates for the remaining securitization bonds at December 31, 2004 are as follows:
Expected Principal Final Final Bond Balance Payment Maturity Class Rate (in thousands) Date Date - ----- ----- -------------- ---------------- ---------------- A-2 3.80% $ 39,659 April 20, 2006 April 20, 2008 A-3 4.55% 31,000 April 20, 2007 April 20, 2009 A-4 4.98% 95,000 April 20, 2010 April 20, 2012 A-5 5.43% 117,000 April 20, 2013 April 20, 2015 A-6 5.76% 115,592 October 20, 2015 October 20, 2016 -------- Total $398,251 Current Maturities (28,646) --------- Long-Term Debt $ 369,605 =========
The amortization schedule for the securitization bonds provided for an initial payment to bondholders on July 20, 2002 and then quarterly thereafter. The following table provides the expected principal retirement of the securitization bonds during the next five calendar years, and thereafter.
Principal Retirement Year (in thousands) ---- -------------- 2005 $ 28,646 2006 29,591 2007 30,763 2008 32,130 2009 33,589 Thereafter 243,532 --------- Total Debt $ 398,251 =========
As scheduled, on January 20, 2005, $7.1 million of class A-2 securitization bonds were retired. 11 4. FAIR VALUE OF FINANCIAL INSTRUMENTS Restricted cash is on deposit with the trustee and, by definition, is carried at its fair value. Consumers Funding had a financial asset (representing its securitization receivable from Consumers) with an estimated fair value of $407 million at December 31, 2004 and $443 million at December 31, 2003 compared to the carrying amounts of $388 million at December 31, 2004 and $416 million at December 31, 2003. Consumers Funding had a financial liability (representing the securitization bonds) with an estimated fair value of $416 million at December 31, 2004 and $453 million at December 31, 2003 compared to carrying amounts of $398 million at December 31, 2004 and $426 million at December 31, 2003. Fair value estimates are based on valuation techniques that present value the anticipated future cash flows associated with both the financial asset and liability. The estimates rely on quoted market rates of investments with similar characteristics and assume future cash flows are commensurate with published scheduled bondholder payments. The risk-adjusted market rate used to estimate fair value at December 31, 2004 is 4.36 percent and 4.10 percent at December 31, 2003. 5. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS Consumers Funding has a securitization receivable with Consumers in the amount of approximately $388 million as of December 31, 2004, and $416 million as of December 31, 2003. Accordingly, Consumers Funding recognized interest income totaling $21.3 million for the year ended December 31, 2004, $22.0 million for the year ended December 31, 2003, and $22.9 million for the year ended December 31, 2002. In addition, Consumers Funding recognized other operating revenue from Consumers totaling approximately $1.1 million for the year ended December 31, 2004, approximately $1.2 million for the year ended December 31, 2003, and approximately $1.4 million for the year ended December 31, 2002. Under the servicing and administration agreements, Consumers is required to manage and administer the securitization property of Consumers Funding, and to collect the Securitization Charge on Consumers Funding's behalf. Consumers Funding pays Consumers a servicing fee (see Note 1) and an annual administrative fee. These fees are payable to Consumers on each scheduled quarterly payment date. Consumers Funding recorded expenses relating to these fees totaling approximately $1.1 million for the year ended December 31, 2004, approximately $1.2 million for the year ended December 31, 2003, and approximately $1.4 million for the year ended December 31, 2002. 12 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Consumers Funding LLC: We have audited the accompanying balance sheets of Consumers Funding LLC as of December 31, 2004 and 2003, and the related statements of income, member's equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Consumers Funding LLC at December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Detroit, Michigan March 7, 2005 13 CONSUMERS FUNDING LLC PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. See Exhibit Index that appears following the Signature page to this report. (b) Reports on Form 8-K: None ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK None. 14 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, thereunto duly authorized. CONSUMERS FUNDING LLC By: /s/ Laura L. Mountcastle Date: March 10, 2005 ------------------------ Laura L. Mountcastle President, Chief Executive Officer, Chief Financial Officer and Treasurer By: /s/ Glenn P. Barba Date: March 10, 2005 ------------------------ Glenn P. Barba Vice President and Controller 15 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- --------------------------------------------------------- 10(a) Monthly Servicer's Certificate dated November 16, 2004 10(b) Monthly Servicer's Certificate dated December 13, 2004 10(c) Monthly Servicer's Certificate dated January 13, 2005 10(d) Quarterly Servicer's Certificate dated January 13, 2005 31 Consumers Funding LLC's certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Consumers Funding LLC's certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-10.(A) 2 k91841exv10wxay.txt MONTHLY SERVICER'S CERTIFICATE DATED NOVEMBER 16, 2004 EXHIBIT 10(a) MONTHLY SERVICER'S CERTIFICATE CONSUMERS FUNDING LLC $468,592,000 SECURITIZATION BONDS, SERIES 2001-1 Pursuant to Section 3.05 of the Servicing Agreement dated as of November 8, 2001 (the "Consumers Servicing Agreement") between Consumers Energy Company, as Servicer and Consumers Funding LLC, as Issuer, the Servicer does hereby certify as follows: Capitalized terms used in the Monthly Servicer's Certificate (the "Monthly Certificate") have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement. Current BILLING MONTH: October 2004
CURRENT BILLING MONTH 10/1/2004 - 10/31/2004 COLLECTION CURVE 100% - --------------------------------------------- ----------------------------- STANDARD BILLING FOR PRIOR BILLING MONTH Residential Total Billed $108,697,356 Residential SECURITIZATION CHARGE (SC) Billed $ 1,407,793 1.295% Commercial Total Billed $ 80,914,862 Commercial SECURITIZATION CHARGE (SC) Billed $ 1,415,431 1.749% Industrial Total Billed $47,614,875 Industrial SECURITIZATION CHARGE (SC) Billed $ 1,442,181 3.029% YTD NET WRITE-OFFS AS A % OF BILLED REVENUE Non-Residential Customer Net Write-offs 0.130% Residential Customer Net Write-offs 0.420% Total Net Write-offs 0.250% AGGREGATE SC COLLECTIONS TOTAL SC REMITTED FOR BILLING MONTH Residential Class SC Collected $ 1,416,882 Commercial Class SC Collected $ 1,434,585 Industrial Class SC Collected $ 1,436,191 Total SC Collected $ 4,287,658 Aggregate SC Remittances for October 2004 BILLING MONTH $ 4,287,658 Aggregate SC Remittances for November 2004 BILLING MONTH $ 0 Aggregate SC Remittances for December 2004 BILLING MONTH $ 0 TOTAL CURRENT SC REMITTANCES $ 4,287,658
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CURRENT BILLING MONTH 10/1/2004 - 10/31/2004 COLLECTION CURVE 100% - -------------------------------------------- --------------------- CALCULATED SC COLLECTED AMOUNT RESIDENTIAL A-1 Residential SC Collected $1,348,475 A-3 Residential T.O.D. SC Collected $ 4,018 A-4 Alternate Residence SC Collected $ 35,550 A-5 Residential Farm/Life Support SC Collected $ 28,839 TOTAL RESIDENTIAL SC COLLECTED $1,416,882 COMMERCIAL B-1 General Primary (041) SC Collected $ 23,843 B-General Secondary (010) SC Collected $ 273,834 C- General Secondary (011) SC Collected $ 486,631 D-General Primary (018) SC Collected $ 292,575 F-Primary High Load Factor (032) SC Collected $ 51,754 GH-General Service Heating (013) SC Collected $ 3,320 H- Water Heating Service (014) SC Collected $ 665 L-1 General Energy-Only Street Lighting SC Collected $ 2,181 L-2 General Service (Cust Owned) St Light SC Collected $ 2,286 L-3 General Service (Co Owned) St Light SC Collected $ 11,736 L-4 General Service Outdoor Lighting Commercial SC Collected $ 1,522 PS-1 General Secondary Public Pumping SC Collected $ 6,574 PS-2 General Primary Public Pumping SC Collected $ 9,977 PS-3 General Optional Primary Public Pumping SC Collected $ 37,748 R-1 General Secondary Resale SC Collected $ 45 R-2 General Secondary Resale SC Collected $ 1,031 R-3 General Primary Resale SC Collected $ 29,403 ROA-P Retail Open Access Primary (110) SC Collected $ 132,292 ROA-S Retail Open Access Secondary Com SC Collected $ 48,048 SC - Special Contract Commercial SC Collected $ 2,181 SPEC Grand Rapids Special Contract SC Collected $ 2,496 UR-General Unmetered SC Collected $ 14,443 TOTAL COMMERCIAL SC COLLECTED $1,434,585 INDUSTRIAL B-1 General Primary (042) SC Collected $ 20,328 B-General Secondary (020) SC Collected $ 35,986 C- General Secondary (021) SC Collected $ 72,724 CG-Cogeneration/Small Power Production Purchase SC Collected $ 1,051 D-General Primary (028) SC Collected $ 481,398 F-Primary High Load Factor (033) SC Collected $ 71,515 GH-General Service Heating (023) SC Collected $ 26 GMD General Motors SC Collected $ 61,460 GMF General Motors SC Collected $ 119,609 GMF-1 General Motors SC Collected $ 14,336 GMJ-1 General Motors SC Collected $ 7,737
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CURRENT BILLING MONTH 10/1/2004 - 10/31/2004 COLLECTION CURVE 100% - ---------------------------------------------- --------------------- H- Water Heating Service (024) SC Collected $ 0 I-General Primary Interruptible (034) SC Collected $ 0 J-1 General Alternative Electric Metal Melting SC Collected $ 37,184 J-General Primary Electric Furnace (037) SC Collected $ 6,051 L-4 General Service Outdoor Lighting Industrial SC Collected $ 93 R-3 General Primary Resale (027) SC Collected $ 64 ROA-P Retail Open Access Primary (111) SC Collected $ 349,938 ROA-S Retail Open Access Secondary Ind SC Collected $ 5,813 SC - Special Contract Industrial SC Collected $ 150,878 TOTAL INDUSTRIAL SC COLLECTED $1,436,191 TOTAL SC COLLECTED $4,287,658
Executed as of this 16th day of November 2004. CONSUMERS ENERGY COMPANY AS SERVICER /s/ Glenn P. Barba ----------------------------------------- Glenn P. Barba, Vice President and Controller CC: Consumers Funding LLC One Energy Plaza Jackson, Mi 49201 Page 3 of 3 EX-10.(B) 3 k91841exv10wxby.txt MONTHLY SERVICER'S CERTIFICATE DATED DECEMBER 13, 2004 EXHIBIT 10(b) MONTHLY SERVICER'S CERTIFICATE CONSUMERS FUNDING LLC $468,592,000 SECURITIZATION BONDS, SERIES 2001-1 Pursuant to Section 3.05 of the Servicing Agreement dated as of November 8, 2001 (the "Consumers Servicing Agreement") between Consumers Energy Company, as Servicer and Consumers Funding LLC, as Issuer, the Servicer does hereby certify as follows: Capitalized terms used in the Monthly Servicer's Certificate (the "Monthly Certificate") have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement. Current BILLING MONTH: November 2004
CURRENT BILLING MONTH 11/1/2004 - 12/2/2004 COLLECTION CURVE 100% - -------------------------------------------- ------------------------------ STANDARD BILLING FOR PRIOR BILLING MONTH Residential Total Billed $97,200,587 Residential SECURITIZATION CHARGE (SC) Billed $ 1,230,760 1.266% Commercial Total Billed $79,097,215 Commercial SECURITIZATION CHARGE (SC) Billed $ 1,382,207 1.747% Industrial Total Billed $46,775,493 Industrial SECURITIZATION CHARGE (SC) Billed $ 1,390,842 2.973% YTD NET WRITE-OFFS AS A % OF BILLED REVENUE Non-Residential Customer Net Write-offs 0.150% Residential Customer Net Write-offs 0.450% Total Net Write-offs 0.280% AGGREGATE SC COLLECTIONS TOTAL SC REMITTED FOR BILLING MONTH Residential Class SC Collected $ 1,454,638 Commercial Class SC Collected $ 1,438,063 Industrial Class SC Collected $ 1,579,338 Total SC Collected $ 4,472,039 Aggregate SC Remittances for October 2004 BILLING MONTH $ 4,287,658 Aggregate SC Remittances for November 2004 BILLING MONTH $ 4,472,039 Aggregate SC Remittances for December 2004 BILLING MONTH 0 TOTAL CURRENT SC REMITTANCES $ 8,759,697
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CURRENT BILLING MONTH 11/1/2004 - 12/2/2004 COLLECTION CURVE 100% ------------------------------------------- --------------------- CALCULATED SC COLLECTED AMOUNT RESIDENTIAL A-1 Residential SC Collected $1,388,948 A-3 Residential T.O.D. SC Collected $ 4,208 A-4 Alternate Residence SC Collected $ 31,300 A-5 Residential Farm/Life Support SC Collected $ 30,182 TOTAL RESIDENTIAL SC COLLECTED $1,454,638 COMMERCIAL B-1 General Primary (041) SC Collected $ 28,029 B-General Secondary (010) SC Collected $ 268,509 C- General Secondary (011) SC Collected $ 486,160 D-General Primary (018) SC Collected $ 308,778 F-Primary High Load Factor (032) SC Collected $ 51,717 GH-General Service Heating (013) SC Collected $ 3,166 H- Water Heating Service (014) SC Collected $ 638 L-1 General Energy-Only Street Lighting SC Collected $ 2,640 L-2 General Service (Cust Owned) St Light SC Collected $ 2,717 L-3 General Service (Co Owned) St Light SC Collected $ 14,086 L-4 General Service Outdoor Lighting Commercial SC Collected $ 1,980 PS-1 General Secondary Public Pumping SC Collected $ 6,649 PS-2 General Primary Public Pumping SC Collected $ 8,500 PS-3 General Optional Primary Public Pumping SC Collected $ 45,601 R-1 General Secondary Resale SC Collected $ 26 R-2 General Secondary Resale SC Collected $ 907 R-3 General Primary Resale SC Collected $ 28,924 ROA-P Retail Open Access Primary (110) SC Collected $ 121,384 ROA-S Retail Open Access Secondary Com SC Collected $ 44,519 SPEC Grand Rapids Special Contract SC Collected $ 2,656 UR-General Unmetered SC Collected $ 10,477 TOTAL COMMERCIAL SC COLLECTED $1,438,063 INDUSTRIAL B-1 General Primary (042) SC Collected $ 36,979 B-General Secondary (020) SC Collected $ 38,009 C- General Secondary (021) SC Collected $ 75,119 CG-Cogeneration/Small Power Production Purchase SC Collected $ 4,052 D-General Primary (028) SC Collected $ 464,219 F-Primary High Load Factor (033) SC Collected $ 85,895 GH-General Service Heating (023) SC Collected $ 41 GMD General Motors SC Collected $ 57,896 GMF General Motors SC Collected $ 116,802 GMF-1 General Motors SC Collected $ 15,187 GMJ-1 General Motors SC Collected $ 7,177 H- Water Heating Service (024) SC Collected $ 0
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CURRENT BILLING MONTH 11/1/2004 - 12/2/2004 COLLECTION CURVE 100% ------------------------------------------- --------------------- I-General Primary Interruptible (034) SC Collected $ 0 J-1 General Alternative Electric Metal Melting SC Collected $ 39,580 J-General Primary Electric Furnace (037) SC Collected $ 12,079 L-4 General Service Outdoor Lighting Industrial SC Collected $ 117 R-3 General Primary Resale (027) SC Collected $ 40 ROA-P Retail Open Access Primary (111) SC Collected $ 450,549 ROA-S Retail Open Access Secondary Ind SC Collected $ 7,465 SC - Special Contract Industrial SC Collected $ 168,132 TOTAL INDUSTRIAL SC COLLECTED $1,579,338 TOTAL SC COLLECTED $4,472,039
Executed as of this 13th day of December 2004. CONSUMERS ENERGY COMPANY AS SERVICER /s/ Glenn P. Barba ---------------------------------------- Glenn P. Barba, Vice President and Controller CC: Consumers Funding LLC One Energy Plaza Jackson, Mi 49201 Page 3 of 3 EX-10.(C) 4 k91841exv10wxcy.txt MONTHLY SERVICER'S CERTIFICATE DATED JANUARY 13, 2005 EXHIBIT 10(c) MONTHLY SERVICER'S CERTIFICATE CONSUMERS FUNDING LLC $468,592,000 SECURITIZATION BONDS, SERIES 2001-1 Pursuant to Section 3.05 of the Servicing Agreement dated as of November 8, 2001 (the "Consumers Servicing Agreement") between Consumers Energy Company, as Servicer and Consumers Funding LLC, as Issuer, the Servicer does hereby certify as follows: Capitalized terms used in the Monthly Servicer's Certificate (the "Monthly Certificate") have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement. Current BILLING MONTH: December 2004
CURRENT BILLING MONTH 12/3/2004 - 1/4/2005 COLLECTION CURVE 100% ------------------------------------------ --------------------------------- STANDARD BILLING FOR PRIOR BILLING MONTH Residential Total Billed $115,681,248 Residential SECURITIZATION CHARGE (SC) Billed $ 1,244,966 1.076% Commercial Total Billed $ 78,483,325 Commercial SECURITIZATION CHARGE (SC) Billed $ 1,320,365 1.682% Industrial Total Billed $ 47,641,591 Industrial SECURITIZATION CHARGE (SC) Billed $ 1,424,652 2.990% YTD NET WRITE-OFFS AS A % OF BILLED REVENUE Non-Residential Customer Net Write-offs 0.170% Residential Customer Net Write-offs 0.490% Total Net Write-offs 0.300% AGGREGATE SC COLLECTIONS TOTAL SC REMITTED FOR BILLING MONTH Residential Class SC Collected $ 1,262,172 Commercial Class SC Collected $ 1,284,211 Industrial Class SC Collected $ 1,403,940 Total SC Collected $ 3,950,323 Aggregate SC Remittances for October 2004 BILLING MONTH $ 4,287,658 Aggregate SC Remittances for November 2004 BILLING MONTH $ 4,472,039 Aggregate SC Remittances for December 2004 BILLING MONTH $ 3,950,323 TOTAL CURRENT SC REMITTANCES $ 12,710,020
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CURRENT BILLING MONTH 12/3/2004 - 1/4/2005 COLLECTION CURVE 100% ------------------------------------------ --------------------- CALCULATED SC COLLECTED AMOUNT RESIDENTIAL A-1 Residential SC Collected $1,200,762 A-3 Residential T.O.D. SC Collected $ 4,357 A-4 Alternate Residence SC Collected $ 28,686 A-5 Residential Farm/Life Support SC Collected $ 28,367 TOTAL RESIDENTIAL SC COLLECTED $1,262,172 COMMERCIAL B-1 General Primary (041) SC Collected $ 20,909 B-General Secondary (010) SC Collected $ 228,697 C- General Secondary (011) SC Collected $ 429,777 D-General Primary (018) SC Collected $ 251,303 F-Primary High Load Factor (032) SC Collected $ 43,748 GH-General Service Heating (013) SC Collected $ 3,600 H- Water Heating Service (014) SC Collected $ 514 L-1 General Energy-Only Street Lighting SC Collected $ 2,816 L-2 General Service (Cust Owned) St Light SC Collected $ 2,956 L-3 General Service (Co Owned) St Light SC Collected $ 14,612 L-4 General Service Outdoor Lighting Commercial SC Collected $ 937 PS-1 General Secondary Public Pumping SC Collected $ 7,020 PS-2 General Primary Public Pumping SC Collected $ 7,770 PS-3 General Optional Primary Public Pumping SC Collected $ 36,307 R-1 General Secondary Resale SC Collected $ 10 R-2 General Secondary Resale SC Collected $ 847 R-3 General Primary Resale SC Collected $ 22,572 ROA-P Retail Open Access Primary (110) SC Collected $ 148,468 ROA-S Retail Open Access Secondary Com SC Collected $ 44,285 SC - Special Contract Commercial SC Collected $ 3,729 SPEC Grand Rapids Special Contract SC Collected $ 5,943 UR-General Unmetered SC Collected $ 7,391 TOTAL COMMERCIAL SC COLLECTED $1,284,211 INDUSTRIAL B-1 General Primary (042) SC Collected $ 18,478 B-General Secondary (020) SC Collected $ 34,603 C- General Secondary (021) SC Collected $ 60,444 CG-Cogeneration/Small Power Production Purchase SC Collected $ 162 D-General Primary (028) SC Collected $ 437,082 F-Primary High Load Factor (033) SC Collected $ 72,086 GH-General Service Heating (023) SC Collected $ 49 GMD General Motors SC Collected $ 52,629 GMF General Motors SC Collected $ 118,251 GMF-1 General Motors SC Collected $ 4,823 GMJ-1 General Motors SC Collected $ 6,834
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CURRENT BILLING MONTH 12/3/2004 - 1/4/2005 COLLECTION CURVE 100% ------------------------------------------ --------------------- H- Water Heating Service (024) SC Collected $ 0 I-General Primary Interruptible (034) SC Collected $ 2,853 J-1 General Alternative Electric Metal Melting SC Collected $ 31,434 J-General Primary Electric Furnace (037) SC Collected $ 8,305 L-4 General Service Outdoor Lighting Industrial SC Collected $ 63 R-3 General Primary Resale (027) SC Collected $ 789 ROA-P Retail Open Access Primary (111) SC Collected $ 389,055 ROA-S Retail Open Access Secondary Ind SC Collected $ 7,692 SC - Special Contract Industrial SC Collected $ 158,308 TOTAL INDUSTRIAL SC COLLECTED $1,403,940 TOTAL SC COLLECTED $3,950,323
Executed as of this 13th day of January 2005. CONSUMERS ENERGY COMPANY AS SERVICER /s/ Glenn P. Barba ---------------------------------------- Glenn P. Barba, Vice President and Controller CC: Consumers Funding LLC One Energy Plaza Jackson, Mi 49201 Page 3 of 3 EX-10.(D) 5 k91841exv10wxdy.txt QUARTERLY SERVICER'S CERTIFICATE DATED JANUARY 13, 2005 EXHIBIT 10(d) QUARTERLY SERVICER'S CERTIFICATE CONSUMERS FUNDING LLC $468,592,000 SECURITIZATION BONDS, SERIES 2001-1 Pursuant to Section 3.05 of the Servicing Agreement dated as of November 8, 2001 (the "Consumers Servicing Agreement") between Consumers Energy Company, as Servicer and Consumers Funding LLC, as Issuer, the Servicer does hereby certify as follows: Capitalized terms used in the Quarterly Servicer's Certificate (the "Quarterly Certificate") have their respective meanings as set forth in the Agreement. References herein to certain sections and subsections are references to the respective sections of the Agreement. Billing Periods: October 2004, November 2004, December 2004 Payment Date: January 20, 2005 1. COLLECTIONS ALLOCABLE AND AGGREGATE AMOUNTS AVAILABLE FOR THE CURRENT PAYMENT DATE: i. Remittances for the October 2004 Collection Period $ 4,287,658.00 ii. Remittances for the November 2004 Collection Period $ 4,472,039.00 iii. Remittances for the December 2004 Collection Period $ 3,950,323.00 iv. Remittances for the Collection Period $ 0.00 v. Remittances for the Collection Period $ 0.00 vi. Remittances for the Collection Period $ 0.00 vii. Remittances for the Collection Period $ 0.00 viii. Net Earnings on Collection Account $ 40,881.71 ix. Net Earnings on Capital Subaccount $ 10,622.26 x. Net Earnings on Overcollateralization Subaccount $ 2,261.98 xi. Net Earnings on Reserve Subaccount $ 7,986.65 --------------- GENERAL SUBACCOUNT BALANCE $ 12,771,772.60 xii. Reserve Subaccount Balance $ 1,697,712.50 xiii. Overcollateralization Subaccount Balance $ 502,062.86 xiv. Capital Subaccount Balance (less $100K) $ 2,242,960.00 xv. Capital Reserve Subaccount Balance $ 100,000.00 --------------- xvi. COLLECTION ACCOUNT BALANCE $ 17,314,507.96 2. OUTSTANDING PRINCIPAL BALANCE AND COLLECTION ACCOUNT BALANCE AS OF PRIOR PAYMENT DATE: i. Class A-1 Principal Balance $ 0.00 ii. Class A-2 Principal Balance $ 39,659,113.73 iii. Class A-3 Principal Balance $ 31,000,000.00 iv. Class A-4 Principal Balance $ 95,000,000.00 v. Class A-5 Principal Balance $117,000,000.00 vi. Class A-6 Principal Balance $115,592,000.00 --------------- vii. SECURITIZATION BOND PRINCIPAL BALANCE $398,251,113.73 viii. Reserve Subaccount Balance $ 1,697,712.50 ix. Overcollateralization Subaccount Balance $ 502,062.86 x. Capital Subaccount Balance $ 2,242,960.00 xi. Capital Reserve Subaccount Balance $ 100,000.00 3. REQUIRED FUNDING/PAYMENTS AS OF CURRENT PAYMENT DATE: i. Projected Class A-1 Bond Balance $ 0.00 ii. Projected Class A-2 Bond Balance $ 32,539,944.30 iii. Projected Class A-3 Bond Balance $ 31,000,000.00 iv. Projected Class A-4 Bond Balance $ 95,000,000.00 v. Projected Class A-5 Bond Balance $117,000,000.00 vi. Projected Class A-6 Bond Balance $115,592,000.00 --------------- vii. PROJECTED SECURITIZATION BOND BALANCE $391,131,944.30 viii. Required Class A-1 Coupon (2.59% per annum rate) $ 0.00 ix. Required Class A-2 Coupon (3.80% per annum rate) $ 376,761.58
Page 1 of 3 x. Required Class A-3 Coupon (4.55% per annum rate) $ 352,625.00 xi. Required Class A-4 Coupon (4.98% per annum rate) $ 1,182,750.00 xii. Required Class A-5 Coupon (5.43% per annum rate) $ 1,588,275.00 xiii. Required Class A-6 Coupon (5.76% per annum rate) $ 1,664,524.80 xiv. Required Overcollateralization Funding $ 41,838.57 xv. Required Capital Subaccount Funding $ 0.00 4. ALLOCATION OF REMITTANCES AS OF CURRENT PAYMENT DATE PURSUANT TO 8.02 OF THE INDENTURE: i. Bond Trustee Fees and Expenses $ 0.00 ii. Servicing Fee $ 248,906.95 iii. Cumulative Monthly Administration Fee during Relevant Quarter $ 20,000.00 iv. Independent Managers Fee $ 1,750.00 v. Operating Expenses (subject to cap of $100,000/quarter) $ 35,548.16 vi. QUARTERLY INTEREST $ 5,164,936.38 1.Class A-1 Bond Coupon Payment $ 0.00 2.Class A-2 Bond Coupon Payment $ 376,761.58 3.Class A-3 Bond Coupon Payment $ 352,625.00 4.Class A-4 Bond Coupon Payment $ 1,182,750.00 5.Class A-5 Bond Coupon Payment $ 1,588,275.00 6.Class A-6 Bond Coupon Payment $ 1,664,524.80 vii. Principal Due and Payable as a Result of Event of Default or on Final Maturity Date $ 0.00 viii. QUARTERLY PRINCIPAL $ 7,119,169.43 1.Class A-1 Bond Principal Payment $ 0.00 2.Class A-2 Bond Principal Payment $ 7,119,169.43 3.Class A-3 Bond Principal Payment $ 0.00 4.Class A-4 Bond Principal Payment $ 0.00 5.Class A-5 Bond Principal Payment $ 0.00 6.Class A-6 Bond Principal Payment $ 0.00 ix. Operating Expenses (in excess of $100,000) $ 0.00 x. Funding of Capital Subaccount (to required level) $ 0.00 xi. Funding of Overcollateralization Subaccount (to required level) $ 41,838.57 xii. Net Earnings on Capital Subaccount Released to Issuer $ 10,622.26 xiii. Deposits to Reserve Subaccount $ 129,000.85 xiv. Released to Issuer upon Series Retirement: Collection Account $ 0.00 5. OUTSTANDING PRINCIPAL BALANCE AND COLLECTION ACCOUNT BALANCE AS OF CURRENT PAYMENT DATE: (AFTER GIVING EFFECT TO PAYMENTS TO BE MADE ON SUCH PAYMENT DATE): i. Class A-1 Principal Balance $ 0.00 ii. Class A-2 Principal Balance $ 32,539,944.30 iii. Class A-3 Principal Balance $ 31,000,000.00 iv. Class A-4 Principal Balance $ 95,000,000.00 v. Class A-5 Principal Balance $117,000,000.00 vi. Class A-6 Principal Balance $115,592,000.00 vii. SECURITIZATION BOND PRINCIPAL BALANCE $391,131,944.30 viii. Reserve Subaccount Balance $ 1,834,700.00 ix. Overcollateralization Subaccount Balance $ 543,901.43 x. Capital Subaccount Balance $ 2,242,960.00 xi. Capital Reserve Subaccount Balance $ 100,000.00
Page 2 of 3 6. SUBACCOUNT DRAWS AS OF CURRENT PAYMENT DATE (IF APPLICABLE, PURSUANT TO SECTION 8.02 OF THE INDENTURE): i. Reserve Subaccount $ 0.00 ii. Overcollateralization Subaccount $ 0.00 iii. Capital Subaccount $ 0.00 iv. Capital Reserve Subaccount $ 0.00 --------------- v. TOTAL DRAWS $ 0.00 7. SHORTFALLS IN INTEREST AND PRINCIPAL PAYMENTS AS OF CURRENT PAYMENT DATE: i. QUARTERLY INTEREST $ 0.00 1. Class A-1 Bond Coupon Payment $ 0.00 2. Class A-2 Bond Coupon Payment $ 0.00 3. Class A-3 Bond Coupon Payment $ 0.00 4. Class A-4 Bond Coupon Payment $ 0.00 5. Class A-5 Bond Coupon Payment $ 0.00 6. Class A-6 Bond Coupon Payment $ 0.00 ii. QUARTERLY PRINCIPAL $ 0.00 1. Class A-1 Bond Principal Payment $ 0.00 2. Class A-2 Bond Principal Payment $ 0.00 3. Class A-3 Bond Principal Payment $ 0.00 4. Class A-4 Bond Principal Payment $ 0.00 5. Class A-5 Bond Principal Payment $ 0.00 6. Class A-6 Bond Principal Payment $ 0.00 8. SHORTFALLS IN REQUIRED SUBACCOUNT LEVELS AS OF CURRENT PAYMENT DATE: i. Overcollateralization Subaccount $ 0.00 ii. Capital Subaccount $ 0.00
IN WITNESS HEREOF, the undersigned has duly executed and delivered this Quarterly Servicer's Certificate this 13th day of January, 2005. Consumers Energy Company, as Servicer by: /s/ Glenn P. Barba ---------------------------------------- Glenn P. Barba Vice President and Controller Page 3 of 3 EX-31 6 k91841exv31.txt SECTION 302 CERTIFICATION Exhibit 31 CERTIFICATION OF LAURA L. MOUNTCASTLE I, Laura L. Mountcastle, certify that: 1. I have reviewed this annual report on Form 10-K of Consumers Funding LLC; 2. To the best of my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. To the best of my knowledge, the financial statements included in this annual report provide the financial information required to be provided to the trustee under the governing documents of Consumers Funding LLC; and 4. Consumers Energy, as Servicer under the Securitization bonds, has complied with its servicing obligations and minimum servicing standards. Date: March 10, 2005 By /s/ Laura L. Mountcastle ------------------------------------ Laura L. Mountcastle President, Chief Executive Officer, Chief Financial Officer and Treasurer EX-32 7 k91841exv32.txt SECTION 906 CERTIFICATION Exhibit 32 CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Consumers Funding LLC (the "Company") for the annual period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Laura L. Mountcastle, as President, Chief Executive Officer, Chief Financial Officer and Treasurer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of her knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Laura L. Mountcastle - --------------------------------- Name: Laura L. Mountcastle Title: President, Chief Executive Officer, Chief Financial Officer and Treasurer Date: March 10, 2005 This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. -----END PRIVACY-ENHANCED MESSAGE-----