-----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, DYLxZF4JAGFpHSu+ElNPOkJInfyvFYgU828hZaUNzmTepUv3OGLDxSTn3+0nRzb+ trUBRs2pdPrC/RntlIPjUg== 0000950124-00-000335.txt : 20000203 0000950124-00-000335.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950124-00-000335 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000131 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMS ENERGY CORP CENTRAL INDEX KEY: 0000811156 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 382726431 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09513 FILM NUMBER: 518619 BUSINESS ADDRESS: STREET 1: FAIRLANE PLZ SOUTH STE 1100 STREET 2: 330 TOWN CENTER DR CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3134369261 MAIL ADDRESS: STREET 1: FAIRLANE PLAZA SOUTH, SUITE 1100 STREET 2: 330 TOWN CENTER DRIVE CITY: DEARBORN STATE: MI ZIP: 48126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS ENERGY CO CENTRAL INDEX KEY: 0000201533 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 380442310 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05611 FILM NUMBER: 518620 BUSINESS ADDRESS: STREET 1: 212 W MICHIGAN AVE CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177880550 MAIL ADDRESS: STREET 1: 212 W MICHIGAN AVE STREET 2: M 946 CITY: JACKSON STATE: MI ZIP: 49201 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS POWER CO DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 1 ================================================================================ 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) JANUARY 31, 2000 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 ================================================================================ 2 ITEM 5. OTHER EVENTS. On January 31, 2000, CMS Energy Corporation issued a press release announcing its earnings for the fourth quarter and full year 1999. On February 1, 2000, CMS Energy issued a press release announcing (a) a major financial restructuring plan, including the intent to publicly issue a tracking stock representing a financial interest in its electric and gas utility subsidiary, Consumers Energy Company, as well as (b) Board of Directors' approval of (i) the repurchase from time to time of up to 10 million CMS Energy common shares in open market purchases or in privately negotiated transactions and (ii) a reduction in the annual rate of the CMS Energy common dividend from $1.46 to $.40 per share, effective at the time of the intended public offering of the tracking stock. Because these press releases contain "forward-looking statements" within the meaning of the safe-harbor provisions of the federal securities laws, they should be read in conjunction with CMS Energy and Consumers Energy Forward-Looking Statements Cautionary Factors. Copies of such press releases and the Forward-Looking Statements Cautionary Factors are attached as Exhibits 99(a), (b) and (c) and are incorporated by reference herein. CMS Energy's written presentation used in its February 1, 2000 meeting reviewing the financial restructuring plan, growth outlook, 1999 financial results and 2000 through 2002 financial outlook is available on the Internet at www.cmsenergy.com. ITEM 7. EXHIBITS. (c) Exhibits: 99(a) - CMS Energy Corporation Press Release dated January 31, 2000. 99(b) - CMS Energy Corporation Press Release dated February 1, 2000. 99(c) - CMS Energy Corporation and Consumers Energy Company Forward- Looking Statements Cautionary Factors 3 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: February 1, 2000 By: /s/ Alan M. Wright --------------------------------- Alan M. Wright Senior Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: February 1, 2000 By: /s/ Alan M. Wright --------------------------------- Alan M. Wright Senior Vice President and Chief Financial Officer 4 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- (c) Exhibits: 99(a) - CMS Energy Corporation Press Release dated January 31, 2000. 99(b) - CMS Energy Corporation Press Release dated February 1, 2000. 99(c) - CMS Energy Corporation and Consumers Energy Company Forward- Looking Statements Cautionary Factors EX-99.(A) 2 CMS ENERGY PRESS RELEASE 01-31-00 1 EXHIBIT 99(a) DEARBORN, Mich., January 31, 2000 -- CMS Energy Corporation (NYSE:CMS) today announced consolidated 1999 net income, before a charge related to its gas processing investment in Nitrotec Corporation, of $326 million, or $2.89 per share, compared to $285 million, or $2.65 per share, in 1998. Including a $49 million net charge related to Nitrotec, net income was $277 million, or $2.44 per share. CMS Energy's October 1999 exchange of common stock for its previously-issued Class G stock caused a further one time, non-cash reduction of earnings per share on CMS common by 26 cents due to the allocation of a premium paid on the repurchase of outstanding Class G shares. The per share allocation does not affect CMS Energy net income. Consolidated operating revenue for 1999 grew 19 percent to $6.10 billion, from $5.14 billion in 1998. Total revenue, including CMS Energy's share from unconsolidated investments, totaled $7.54 billion. Consolidated net income for the fourth quarter, before the $49 million special charge, was $70 million, or 63 cents per share, compared to $51 million, or 44 cents per share, in the fourth quarter of 1998. The effect of the Nitrotec writeoff and the Class G stock exchange premium reduced fourth quarter earnings per share by 45 cents and 26 cents, respectively. Fourth quarter operating revenue totaled $1.77 billion, up from $1.35 billion in the fourth quarter of 1998. Significant developments for CMS Energy in 1999 included: -- acquiring the CMS Panhandle companies for $2.2 billion, including assumption of $300 million of debt. The Panhandle companies comprise 10,400 miles of mainline natural gas pipeline from the Gulf Coast and from the Kansas/Oklahoma mid-continent region to the upper Midwest with a combined capacity of 4.4 billion cubic feet per day, and 85 billion cubic feet of underground gas storage facilities. The acquisition also included the Trunkline LNG facility, the largest operating liquified natural gas (LNG) terminal in the U.S.; -- closing a $600 million project financing and initiating construction of the 710 megawatt, 50 million gallon per day Al Taweelah A2 power and desalination facility in Abu Dhabi, United Arab Emirates, which is scheduled to be completed in summer of 2001; -- closing a $125 million financing and initiating construction of a 2,500 metric ton per day methanol production facility in Equatorial Guinea, west Africa; -- arranging 27 cargoes of LNG into its Lake Charles regasification facility with attendant gas marketing and transportation revenues; -- placing into commercial operation the $750 million GasAtacama pipeline-power project, which transports natural gas from Argentina to northern Chile, and the first 370 megawatt unit of GasAtacama's natural gas-fueled NOPEL electric generating plant at Mejillones, Chile; 2 -- placing into commercial operation the first 160-megawatt peaking generator on the site of the 710-megawatt Dearborn Industrial Generation plant, an approximately $300 million project being constructed principally to provide electricity and steam to the Rouge Steel Company and Ford Motor Company complex in Dearborn, Michigan; -- placing into commercial operation two other new gas-fueled electric generating peaking plants in Michigan, totaling 199 megawatts of capacity, in time to serve the state's peak summer power demand; -- placing into commercial operation a $274 million, 300-megawatt coal-fueled electric generating plant in Thailand, National Power Supply Units 7 and 8; -- increasing proved oil and gas reserves by 35 percent to 248 million barrels of oil equivalent, and more than tripling the SEC PV10 value to $1.2 billion from $0.4 billion in 1999. In part this results from: -- completing a significant natural gas discovery and two development wells in Midland, Texas, 100 percent owned by CMS Oil and Gas Co., in which the initial well flowed at a rate of 5.7 million cubic feet of gas per day and the subsequent development wells in the same Devonian formation flowed at rates of 10 million cubic feet and 12 million cubic feet per day, respectively; -- completing a significant development well in Ecuador's Ginta field of Block 16, where initial production test results from the Ginta B-4H well have yielded flow rates of up to 17,750 barrels of oil and 550 barrels of water per day. CMS Oil and Gas holds a 14 percent interest in the Block; -- discovering a major new oil field in the Colon Block of western Venezuela, where an exploratory well tested at a rate of 5,000 barrels of oil per day. CMS Oil and Gas holds a 43.75 percent interest in the Colon Block; -- initiating construction of two 110-megawatt, natural gas-fueled, turbine generators at the Volta River Authority's Takoradi Thermal Power Plant in Ghana, to be completed this year; -- and closing $220 million of financing and initiating construction of the Company's third power plant in India, the 250-megawatt Neyveli project in Tamil Nadu. For the year, operating earnings of CMS Energy's non-utility, diversified energy businesses were up 64 percent, to $286 million. Operating earnings of these businesses during the fourth quarter totaled $50 million, or 91 percent higher than the $26 million in 1998, despite the Nitrotec writeoff of $84 million, pre-tax. Operating earnings of the natural gas pipeline, storage and processing business for the year were $91 million, up 176 percent, due to acquisition of the CMS Panhandle Pipe Line companies, which more than offset writeoff of the investments in Nitrotec. For the fourth quarter, the natural gas pipeline, storage and processing business recorded an operating loss of $11 million, due principally to the Nitrotec writeoff. 3 Independent power production operating earnings for 1999 were $157 million, up nine percent from $144 million in 1998, due primarily to increased power plant earnings and operating fees. In the fourth quarter, independent power operating earnings were $36 million, up 75 percent from the same period last year, due principally to increased power plant earnings and operating fees. Oil and gas exploration and production operating earnings for the year increased 171 percent to $17 million, due to higher oil prices and lower exploration expenses. Fourth quarter exploration and production operating earnings totaled $5 million compared to a loss of $5 million in 1998 due to higher oil prices and lower exploration expenses. Operating earnings of CMS Energy's principal subsidiary, Consumers Energy, increased by four percent in 1999 to $626 million, from $601 million the year before. Total electric sales increased 2.5 percent to 41 billion kilowatt-hours. Natural gas deliveries grew by eight percent, to 389 billion cubic feet. Consumers Energy's customer base grew during the year, with more than 25,700 new natural gas customers connected, and 25,000 new electric customers added. CMS Energy Corporation has annual sales of more than $6 billion and assets of about $15 billion throughout the U.S. and in 22 countries around the world with businesses in electric and natural gas utility operations; independent power production; natural gas pipelines, gathering, processing and storage; oil and gas exploration and production; and energy marketing, services and trading. 4 CMS ENERGY CORPORATION Digest of Consolidated Earnings (Millions, Except Per Share Amounts)
1999 1998 ---- ---- Twelve Months Ended December 31 (unaudited) Operating Revenue $ 6,103 $ 5,141 Consolidated Net Income $ 277 $ 285 (2) Net Income Attributable To: CMS Energy Common Stock $ 269 $ 272 Class G Common Stock 8 13 Net Income Before Losses on Investments in Nitrotec $ 318 $ 272 Effects of Losses on Investments in Nitrotec (49) - Net Income Attributable to --------- --------- CMS Energy Common Stock $ 269 $ 272 ========= ========= Average Number of Common Shares Outstanding: Basic 110 102 Diluted 115 107 Basic Earnings Per Average Common Share: Earnings Per Share After Reconciling Items $ 2.18 $ 2.65 (2) Effects of Class G Common Stock Exchange (1) 0.26 - --------- -------- 2.44 2.65 Effects of Losses on Investments in Nitrotec 0.45 - --------- -------- Earnings Per Share Before Reconciling Items $ 2.89 $ 2.65 ========= ======== Diluted Earnings Per Average Common Share: Earnings Per Share After Reconciling Items $ 2.17 $ 2.62 (2) Effects of Class G Common Stock Exchange (1) 0.25 - --------- -------- 2.42 2.62 Effects of Losses on Investments in Nitrotec 0.43 - --------- -------- Earnings Per Share Before Reconciling Items $ 2.85 $ 2.62 ========= ======== Dividends Declared per Common Share $ 1.39 $ 1.26
In the opinion of Management, the above unaudited amounts reflect all adjustments necessary to assure the fair presentation of the results of operations for the periods presented. (1) In October 1999, CMS Energy exchanged .7041 shares of CMS Energy Common Stock for each of the approximately 8.7 million issued and outstanding shares of Class G Common Stock. This exchange ratio represented the fair market value of CMS Energy Common Stock equal to 115 percent of the fair market value of one share of Class G Common Stock, and resulted in a reallocation of earnings per share. CMS Energy's basic and diluted earnings per 5 share were reduced $.26 and $.25, respectively and Class G's basic and diluted earnings per share were increased $3.31. (2) Includes the cumulative effect of an accounting change for property taxes which increased first quarter 1998 net income attributable to CMS Energy Common Stock $43 million ($.40 per share - basic and diluted). 6 CMS ENERGY CORPORATION Digest of Consolidated Earnings (Millions, Except Per Share Amounts)
1999 1998 ---- ---- Three Months Ended December 31 (unaudited) Operating Revenue $ 1,768 $ 1,349 Consolidated Net Income $ 21 $ 51 Net Income Attributable To: CMS Energy Common Stock $ 21 $ 46 Class G Common Stock - 5 Net Income Before Losses on Investments in Nitrotec $ 70 $ 46 Effects of Losses on Investments in Nitrotec (49) - --------- -------- Net Income Attributable to CMS Energy Common Stock $ 21 $ 46 ========= ======== Average Number of Common Shares Outstanding: Basic 114 106 Diluted 119 111 Basic Earnings Per Average Common Share: Earnings Per Share After Reconciling Items $ (0.08) $ 0.44 Effects of Class G Common Stock Exchange (1) 0.26 - --------- --------- 0.18 0.44 Effects of Losses on Investments in Nitrotec 0.45 - --------- --------- Earnings Per Share Before Reconciling Items $ 0.63 $ 0.44 ========= ========= Diluted Earnings Per Average Common Share: Earnings Per Share After Reconciling Items $ (0.08) $ 0.44 Effects of Class G Common Stock Exchange (1) 0.25 - --------- --------- 0.17 0.44 Effects of Losses on Investments in Nitrotec 0.43 - --------- --------- Earnings Per Share Before Reconciling Items $ 0.60 $ 0.44 ========= ========= Dividends Declared per Common Share $ 0.365 $ 0.33
In the opinion of Management, the above unaudited amounts reflect all adjustments necessary to assure the fair presentation of the results of operations for the periods presented. (1) In October 1999, CMS Energy exchanged .7041 shares of CMS Energy Common Stock for each of the approximately 8.7 million issued and outstanding shares of Class G Common Stock. This exchange ratio represented the fair market value of CMS Energy Common Stock equal to 115 percent of the fair market value of one share of Class G Common Stock, and resulted in a reallocation of earnings per share. CMS Energy's basic and diluted earnings per 7 share were reduced of $.26 and $.25, respectively and Class G's basic and diluted earnings per share were increased $3.31. EX-99.(B) 3 CMS ENERGY PRESS RELEASE 02-01-00 1 EXHIBIT 99(b) DEARBORN, Mich., February 1, 2000 -- CMS Energy Corporation (NYSE:CMS) announced today a major financial restructuring plan to strengthen significantly the Company's balance sheet and to provide for enhanced future earnings per share growth. The Company intends, as soon as practicable, to make an initial public offering (IPO) of approximately $600 million of a tracking stock representing 20 percent of the financial interest in its electric and gas utility, Consumers Energy. About 75 percent of Consumers Energy's earnings are expected to be paid as dividends to CMS Energy and to the new tracking stock's public shareholders. The $600 million proceeds will supplement the $600-750 million currently being raised through the disposition of non-strategic assets. These funds will be used mostly for reduction of debt and fixed charges, thus improving the Company's financial flexibility. Some of the proceeds will also be used for repurchase of CMS Energy common stock, which the Company believes is currently undervalued. In this regard, the Company also announced that its Board of Directors has approved an authorization to repurchase up to 10 million shares of CMS Energy common stock, from time to time, in open market or private transactions. In addition, the Company announced that the CMS Energy dividend, currently at an annual rate of $1.46 per share, will be reduced at the time of completion of the IPO to $.40 per share to enhance the earnings growth of the Company. This action will also bring the dividend payout into line with comparable higher-growth energy companies. The Board has also authorized, at the time of the IPO, a tax-free exchange offer to provide an opportunity for CMS Energy common stock to be converted into the new tracking stock for those shareholders who would prefer to invest in a yield-oriented security. William T. McCormick, Jr., Chairman and CEO, said that "this restructuring program, along with the ongoing asset optimization program and dividend actions, will quickly improve CMS Energy's balance sheet and will eliminate the need to issue any CMS Energy common stock in the future except for a major acquisition. It will also increase annual cash flow by about $125 million and should deliver 10-12 percent earnings per share growth in 2001 over 2000 and 12-15 percent annually thereafter." Mr. McCormick also said "the restructuring, which will now provide a market valuation of CMS Energy's utility and diversified energy business, should result in a better market recognition of the value of these businesses. This, coupled with higher earnings per share growth rates, should lead to an improved CMS Energy price-to-earnings ratio." 2 Because of the restructuring program, higher interest rates, loss of earnings from some asset sales and other reasons, CMS Energy is providing a lower year 2000 earnings outlook of $2.80- 2.90 per share which is composed of $2.50 per share from sustainable earnings and $0.30-0.40 per share from additional gains on asset sales. In the year 2001, the Company forecasts sustainable earnings of $2.75-2.80 per share and, in the year 2002, sustainable earnings of $3.10- 3.20 per share. Dearborn, Mich.,-based CMS Energy Corporation has annual sales of over $6 billion and assets of about $15 billion throughout the U.S. and in 22 countries around the world with businesses in electric and natural gas utility operations; independent power production; natural gas pipelines, gathering, processing and storage; oil and gas exploration and production; and energy marketing, services and trading. This document contains "forward-looking statements" within the meaning of the safe-harbor provisions of federal securities laws. These forward-looking statements are subject to various factors which could cause our actual results to differ materially from those anticipated in such statements. Please refer to the various assumptions, risks and uncertainties discussed in our SEC filings, including particularly those discussed in the section entitled Forward-Looking Statements Cautionary Factors in our Form 8-K, filed on February 1, 2000, for further explanation of such factors. ### Please visit CMS Energy's website at www.cmsenergy.com for a copy of the materials distributed at the Company's presentation to Security Analysts on February 1, 2000. EX-99.(C) 4 CMS & CONSUMERS ENERGY FORWARD-LOOKING STATEMENTS 1 EXHIBIT 99(c) CMS ENERGY CORPORATION AND CONSUMERS ENERGY COMPANY FORWARD-LOOKING STATEMENTS CAUTIONARY FACTORS The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements to encourage such disclosures without the threat of litigation, providing those statements are identified as forward-looking and are accompanied by meaningful, cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the statement. Forward-looking statements give our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements have been and will be made in our written documents (such as press releases, visual presentations, and securities disclosure documents) and oral presentations (such as analyst conference calls). Such statements are based on management's beliefs as well as assumptions made by and information currently available to management. When used in our documents or oral presentations, the words "anticipate", "believe", "estimate", "expect", "forecast", "intend", "objective", "plan", "possible", "potential", "project" and variations of such words and similar expressions are intended to identify forward-looking statements that involve risk and uncertainty. Any or all of our forward-looking statements in oral or written statements or in other publications may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following: ability to sell assets in accordance with our plans; ability to achieve operating synergies and revenue enhancements; capital and financial market conditions, including current price of our common stock, interest rates and availability of financing; market perceptions of the energy industry, our company, or any of our subsidiaries; our, or any of our subsidiaries', securities ratings; currency exchange controls; factors affecting utility and diversified energy operations such as unusual weather conditions, catastrophic weather-related damage, unscheduled generation outages, maintenance or repairs, unanticipated changes to fossil fuel, nuclear fuel or gas supply costs or availability due to higher demand, shortages, transportation problems or other developments; environmental incidents; electric transmission or gas pipeline system constraints; international, national, regional and local economic, competitive and regulatory conditions and developments, particularly the trade, monetary, fiscal, taxation and environmental policies of governments, agencies and similar organizations in geographic areas where we have a financial interest; adverse regulatory or legal decisions, including environmental laws and regulations; pace, implementation and provisions for deregulation of the natural gas and electric industries whether by legislative or regulatory action, particularly the ability of our utility business to purchase gas at prices below that allowed in its rates due to frozen power supply cost recovery, the extension of the direct access pilot program to all our gas utility business customers, the ability of our electric utility business to recover its current investment in generating facilities and the cost of purchased power, the number of customers that will elect other power suppliers when customer choice becomes available to them, former customers generating their own power and new pricing structures; federal regulation of electric sales and transmission of electricity that grants independent power producers and electricity 2 marketers "direct access" to the interstate electric transmission systems owned by electric utilities creating opportunity for competitors to market electricity to our wholesale customers; energy markets, including the timing and extent of unanticipated changes in commodity prices for oil, coal, natural gas, natural gas liquids, electricity and certain related products due to higher demand, shortages, transportation problems or other developments; the timing and success of business development efforts, including significant sums of money spent for international development start-up and obtaining finance is at risk until all elements of the project development are successfully finalized, international projects may be expropriated, required agreements, licenses, permits and other approvals may be changed or terminated in violation of their terms, or newer or higher taxes may be imposed upon the project, the local foreign currency may be devalued or the conversion of the currency may be restricted or prohibited or other actions may be taken which adversely affect the value and the recovery of the investment such as taxes, royalties, or import duties being increased, and adverse financial, operating, management, or other issues with project partners; the increased competition caused by Federal Energy Regulatory Commission approval of new pipeline and pipeline expansion projects that transport large additional volumes of natural gas to the Midwest from Canada which could reduce volumes of gas transported by our natural gas transmission businesses or cause them to lower rates in order to meet competition; potential disruption, expropriation or interruption of facilities or operations due to accidents or political events; nuclear power performance, policies, procedures, incidents, and regulation, including spent nuclear fuel storage availability; technological developments in energy production, delivery and usage that may result in competitive disadvantages and create the potential for impairment of existing assets; financial or regulatory accounting principles or policies imposed by the Financial Accounting Standards Board, the Securities and Exchange Commission, the Federal Energy Regulatory Commission, the Michigan Public Service Commission and similar entities with regulatory oversight; cost and other effects of legal and administrative proceedings, settlements, investigations and claims; certain project investments made by our subsidiaries consist of minority interests, and some future investments may take the form of minority interests, which limits our ability to control the development or operation of the project; other uncertainties, all of which are difficult to predict and many of which are beyond our control; other business or investment considerations that may be disclosed from time to time in CMS Energy's Securities and Exchange Commission filings or in other publicly disseminated written documents. CMS Energy and its affiliates undertake no obligation to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors pursuant to the Private Securities Litigation Reform Act should not be construed as exhaustive or as any admission regarding the adequacy of our disclosures prior to the effective date of the Act. Certain risk factors are detailed from time to time in our various public filings. You are advised, however to consult any further disclosures we make on related subjects in our reports to the Securities and Exchange Commission. In particular, you should read the discussion in the section entitled "Forward-Looking Statements" in our most recent Form 10-K report to the Securities and Exchange Commission, as it may be updated in our subsequent Form 10-Q or Form 8-K reports. -----END PRIVACY-ENHANCED MESSAGE-----