-----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, EGPe9mvBG6DbGLZi05xEtnj90ae7WlW3hCASyTVUfzof3RF/xNQC/Xjym8dXydOP Bd/e7aCoMdDYxdQaG+FOCQ== 0000950124-06-007180.txt : 20061128 0000950124-06-007180.hdr.sgml : 20061128 20061128172733 ACCESSION NUMBER: 0000950124-06-007180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061121 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061128 DATE AS OF CHANGE: 20061128 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: 1934 Act SEC FILE NUMBER: 001-09513 FILM NUMBER: 061243056 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 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: 1934 Act SEC FILE NUMBER: 001-05611 FILM NUMBER: 061243057 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 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS POWER CO DATE OF NAME CHANGE: 19920703 8-K 1 k10358e8vk.txt CURRENT REPORT DATED NOVEMBER 21, 2006 ================================================================================ 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) NOVEMBER 21, 2006 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 November 21, 2006, Consumers Energy Company ("Consumers"), a wholly owned subsidiary of CMS Energy Corporation ("CMS Energy") completed the previously announced sale of its 100% ownership interest in MCV GP II, LLC (the successor to CMS Midland, Inc.) and its 100% ownership interest in the stock of CMS Midland Holdings Company to MCV Power Partners, Inc., an affiliate of GSO Capital Partners LLC and Rockland Capital Energy Investments LLC ("MCV Power"). MCV GP II, LLC has a 49% interest in the Midland Cogeneration Venture Limited Partnership (the "MCV Partnership"), which leases and operates the Midland Cogeneration Venture facility, an approximately 1,500 megawatt natural gas-fueled combined-cycle cogeneration facility located in Midland, Michigan (the "Facility"). CMS Midland Holdings Company holds a 35% indirect interest in the Facility (through its ownership interest in the First Midland Limited Partnership (the "FMLP"). These interests represent all of Consumers' ownership interests in the Facility. Consumers received $60.5 million in cash for the sale. In addition, MCV Power has agreed to reimburse Consumers for certain obligations in the event that The Dow Chemical Company elects payment under contracts with the MCV Partnership and Consumers to provide it with steam and power. MCV Power has posted a letter of credit in the amount of $85 million to support this reimbursement obligation. A Consumers News Release announcing the completion of the sale is attached hereto as Exhibit 99.1. 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 and Consumers to give effect to the sale of interests in the MCV Partnership and the FMLP, which held Consumers' interest in the Facility, assuming the sale had been effective for the periods indicated. Prior to the sale of its interests, CMS Energy and Consumers consolidated the MCV Partnership and the FMLP in accordance with Financial Accounting Standards Board Interpretation No. 46(R). 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 unaudited pro forma condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of: - CMS Energy, as contained in its 2005 Annual Report on Form 10-K/A and Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2006 and - Consumers, as contained in its 2005 Annual Report on Form 10-K and Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2006. The Unaudited Pro Forma Condensed Consolidated Balance Sheet assumes the sale of interests in the MCV Partnership and the FMLP was consummated on September 30, 2006. Therefore, the loss on sale recognized at September 30, 2006 will ultimately differ from the actual loss that occurred at the November 21, 2006 date of sale. The Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss) assume the MCV Partnership and the FMLP disposition occurred on January 1, 2005. The unaudited pro forma condensed consolidated financial statements are presented for purposes of illustration only, in accordance 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 sale been consummated on the dates as of which, or at the beginning of the period which, the sale is being given effect, nor are they necessarily indicative of future operating results or financial position of CMS Energy and Consumers. 2 CMS ENERGY CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2006 (In Millions)
HISTORICAL PRO FORMA HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA CMS ENERGY (NOTES 1 AND 2) (NOTES 1 AND 2) CMS ENERGY ---------- --------------- --------------- ---------- ASSETS - ----------------------------------------------------------------- Plant and property (at cost) $ 12,753 $ (1) $ (225) (a) $ 12,527 Less accumulated depreciation, depletion and amortization 5,259 - (10) (a) 5,249 -------- ------ ------ -------- 7,494 (1) (215) 7,278 Construction work-in-progress 587 - (3) (a) 584 -------- ------ ------ -------- Net plant and property 8,081 (1) (218) 7,862 Investments 564 48 (48) 564 Cash and cash equivalents at cost, which approximates market 459 (78) (b) - (c) 381 Accounts receivable, notes receivable, and accrued revenue, net 541 (131) (d) - 410 Inventories at average cost 1,520 (23) (e) - 1,497 Other current assets 526 (131) (f) - 395 Non-current assets 3,287 (373) (g) 95 (h) 3,009 -------- ------ ------ -------- TOTAL ASSETS $ 14,978 $ (689) $ (171) $ 14,118 ======== ====== ====== ======== STOCKHOLDERS' INVESTMENT AND LIABILITIES - ----------------------------------------------------------------- Common stockholders' equity $ 2 $ - $ - $ 2 Other paid-in capital 4,461 - - 4,461 Accumulated other comprehensive loss (301) - (25) (i) (326) Retained deficit (1,886) 1 (36) (j) (1,921) Preferred stock 305 - - 305 Long-term debt 6,644 (122) (k) (57) (c) 6,465 Long-term debt related parties 178 - - 178 Non-current portion of capital and finance lease obligations 296 (253) (l) - 43 -------- ------ ------ -------- Total capitalization 9,699 (374) (118) 9,207 Minority interests 344 (252) (m) - 92 Accounts payable 497 (20) (n) - 477 Other current liabilities 1,088 (93) (o) (22) (p) 973 Non-current liabilities 3,350 50 (q) (31) (r) 3,369 -------- ------ ------ -------- TOTAL STOCKHOLDERS' INVESTMENT AND LIABILITIES $ 14,978 $ (689) $ (171) $ 14,118 ======== ====== ====== ========
See notes to pro forma condensed consolidated financial statements. 3 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)
HISTORICAL PRO FORMA HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA CMS ENERGY (NOTES 1 AND 2) (NOTES 1 AND 2) CMS ENERGY ---------- --------------- --------------- ---------- OPERATING REVENUE $ 6,288 $ (37) (s) $ - $ 6,251 EARNINGS FROM EQUITY METHOD INVESTEES 125 - - 125 OPERATING EXPENSES Fuel for electric generation 720 (141) (t) - 579 Fuel costs mark-to-market at the MCV Partnership (200) 200 (t) - - Purchased and interchange power 546 - 402 (u) 948 Cost of gas sold 2,297 - - 2,297 Other operating expense 1,105 (61) (t) - 1,044 Maintenance 249 (8) (t) - 241 Depreciation, depletion, and amortization 525 (75) (t) - 450 General taxes 261 (31) (t) - 230 Asset impairment charges 1,184 (1,184) (t) - - ------- ------- ------ ------- 6,687 (1,300) 402 5,789 ------- ------- ------ ------- OPERATING INCOME (LOSS) (274) 1,263 (402) 587 OTHER INCOME 57 (13) (v) - 44 FIXED CHARGES 489 (59) (w) (3) (x) 427 ------- ------- ------ ------- INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTERESTS (706) 1,309 (399) 204 MINORITY INTEREST (OBLIGATIONS), NET (440) 447 (y) - 7 INCOME TAX EXPENSE (BENEFIT) (168) 328 (z) (152) (aa) 8 ------- ------- ------ ------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PREFERRED DIVIDENDS (98) 534 (247) 189 PREFERRED DIVIDENDS 10 - - 10 ------- ------- ------ ------- INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER PREFERRED DIVIDENDS $ (108) $ 534 $ (247) $ 179 ======= ======= ====== ======= INCOME (LOSS) FROM CONTINUING OPERATIONS PER SHARE: Basic - Average Common Shares Outstanding 211.8 211.8 - Income (Loss) Per Average Common Share $ (0.51) $ 0.85 Diluted - Average Common Shares Outstanding 211.8 224.3 - Income (Loss) Per Average Common Share $ (0.51) $ 0.80
See notes to pro forma condensed consolidated financial statements. 4 CMS ENERGY CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) FOR NINE MONTHS ENDED SEPTEMBER 30, 2006 (In Millions, except per share amounts)
HISTORICAL PRO FORMA HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA CMS ENERGY (NOTES 1 AND 2) (NOTES 1 AND 2) CMS ENERGY ---------- --------------- --------------- ---------- OPERATING REVENUE $ 4,890 $ (29) (s) $ - $ 4,861 EARNINGS FROM EQUITY METHOD INVESTEES 63 - - 63 OPERATING EXPENSES Fuel for electric generation 782 (203) (t) - 579 Fuel costs mark-to-market at the MCV Partnership 226 (226) (t) - - Purchased and interchange power 567 - 342 (u) 909 Cost of gas sold 1,439 - - 1,439 Other operating expense 818 (33) (t) - 785 Maintenance 239 (7) (t) - 232 Depreciation, depletion, and amortization 418 (21) (t) - 397 General taxes 137 50 (t) - 187 Asset impairment charges 239 - - 239 ------- ----- ------ ------- 4,865 (440) 342 4,767 ------- ----- ------ ------- OPERATING INCOME 88 411 (342) 157 OTHER INCOME 93 (18) (v) - 75 FIXED CHARGES 387 (38) (w) (2) (x) 347 ------- ----- ------ ------- LOSS BEFORE INCOME TAXES AND MINORITY INTERESTS (206) 431 (340) (115) MINORITY INTEREST (OBLIGATIONS), NET (27) 35 (y) - 8 INCOME TAX BENEFIT (125) 135 (z) (116) (aa) (106) ------- ----- ------ ------- LOSS FROM CONTINUING OPERATIONS BEFORE PREFERRED DIVIDENDS (54) 261 (224) (17) PREFERRED DIVIDENDS 8 - - 8 ------- ----- ------ ------- LOSS FROM CONTINUING OPERATIONS AFTER PREFERRED DIVIDENDS $ (62) $ 261 $ (224) $ (25) ======= ===== ====== ====== LOSS FROM CONTINUING OPERATIONS PER SHARE: Basic - Average Common Shares Outstanding 219.6 219.6 - Loss Per Average Common Share $ (0.28) $(0.11) Diluted - Average Common Shares Outstanding 219.6 219.6 - Loss Per Average Common Share $ (0.28) $(0.11)
See notes to pro forma condensed consolidated financial statements. 5 CONSUMERS ENERGY COMPANY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2006 (In Millions)
HISTORICAL PRO FORMA HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA CONSUMERS (NOTES 1 AND 2) (NOTES 1 AND 2) CONSUMERS ---------- --------------- --------------- ---------- ASSETS - ---------------------------------------------------------------- Plant and property (at cost) $ 11,914 $ (1) $ (225) (a) $ 11,688 Less accumulated depreciation, depletion and amortization 4,934 - (10) (a) 4,924 -------- ------ ------ -------- 6,980 (1) (215) 6,764 Construction work-in-progress 572 - (3) (a) 569 -------- ------ ------ -------- Net plant and property 7,552 (1) (218) 7,333 Investments 36 48 (48) 36 Cash and cash equivalents at cost, which approximates market 128 (78) (b) - (c) 50 Accounts receivable, notes receivable, and accrued revenue, net 407 (131) (d) - 276 Inventories at average cost 1,479 (23) (e) - 1,456 Other current assets 366 (131) (f) - 235 Non-current assets 2,749 (373) (g) 95 (h) 2,471 -------- ------ ------ -------- TOTAL ASSETS $ 12,717 $ (689) $ (171) $ 11,857 ======== ====== ====== ======== STOCKHOLDER'S INVESTMENT AND LIABILITIES - ---------------------------------------------------------------- Common stockholder's equity $ 841 $ - $ - $ 841 Other paid-in capital 1,832 - - 1,832 Accumulated other comprehensive income 42 - (25) (i) 17 Retained earnings 306 1 (36) (j) 271 Preferred stock 44 - - 44 Long-term debt 4,256 (122) (k) (57) (c) 4,077 Non-current portion of capital and finance lease obligations 296 (253) (l) - 43 -------- ------ ------ -------- Total capitalization 7,617 (374) (118) 7,125 Minority interests 252 (252) (m) - - Accounts payable 386 (20) (n) - 366 Other current liabilities 778 (93) (o) (22) (p) 663 Non-current liabilities 3,684 50 (q) (31) (r) 3,703 -------- ------ ------ -------- TOTAL STOCKHOLDER'S INVESTMENT AND LIABILITIES $ 12,717 $ (689) $ (171) $ 11,857 ======== ====== ====== ========
See notes to pro forma condensed consolidated financial statements. 6 CONSUMERS ENERGY COMPANY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 2005 (In Millions)
HISTORICAL PRO FORMA HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA CONSUMERS (NOTES 1 AND 2) (NOTES 1 AND 2) CONSUMERS ---------- --------------- --------------- ---------- OPERATING REVENUE $ 5,232 $ (37) (s) $ - $ 5,195 EARNINGS FROM EQUITY METHOD INVESTEES 1 - - 1 OPERATING EXPENSES Fuel for electric generation 605 (141) (t) - 464 Fuel costs mark-to-market at the MCV Partnership (200) 200 (t) - - Purchased and interchange power 347 - 402 (u) 749 Purchased power-related party 68 - - 68 Cost of gas sold 1,844 - - 1,844 Other operating expense 841 (61) (t) - 780 Maintenance 218 (8) (t) - 210 Depreciation, depletion, and amortization 484 (75) (t) - 409 General taxes 214 (31) (t) - 183 Asset impairment charges 1,184 (1,184) (t) - - ------- ------- ------ ------- 5,605 (1,300) 402 4,707 ------- ------- ------ ------- OPERATING INCOME (LOSS) (372) 1,263 (402) 489 OTHER INCOME 54 (13) (v) - 41 INTEREST CHARGES 272 (59) (w) (3) (x) 210 ------- ------- ------ ------- INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTERESTS (590) 1,309 (399) 320 MINORITY INTEREST (OBLIGATIONS), NET (447) 447 (y) - - INCOME TAX EXPENSE (BENEFIT) (47) 328 (z) (152) (aa) 129 ------- ------- ------ ------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PREFERRED DIVIDENDS (96) 534 (247) 191 PREFERRED DIVIDENDS 2 - - 2 ------- ------- ------ ------- INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER PREFERRED DIVIDENDS $ (98) $ 534 $ (247) $ 189 ======= ======= ====== =======
See notes to pro forma condensed consolidated financial statements. 7 CONSUMERS ENERGY COMPANY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR NINE MONTHS ENDED SEPTEMBER 30, 2006 (In Millions)
HISTORICAL PRO FORMA HISTORICAL MCV / FMLP ADJUSTMENTS PRO FORMA CMS ENERGY (NOTES 1 AND 2) (NOTES 1 AND 2) CONSUMERS ---------- --------------- --------------- ---------- OPERATING REVENUE $ 4,111 $ (29) (s) $ - $ 4,082 EARNINGS FROM EQUITY METHOD INVESTEES 1 - - 1 OPERATING EXPENSES Fuel for electric generation 557 (203) (t) - 354 Fuel costs mark-to-market at the MCV Partnership 226 (226) (t) - - Purchased and interchange power 427 - 342 (u) 769 Purchased power -- related parties 55 - - 55 Cost of gas sold 1,164 - - 1,164 Other operating expense 661 (33) (t) - 628 Maintenance 214 (7) (t) - 207 Depreciation, depletion, and amortization 387 (21) (t) - 366 General taxes 97 50 (t) - 147 ------- ------- ------ ------ 3,788 (440) 342 3,690 ------- ------- ------ ------ OPERATING INCOME 324 411 (342) 393 OTHER INCOME 74 (18) (v) - 56 INTEREST CHARGES 222 (38) (w) (2) (x) 182 ------- ------- ------ ------ INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS 176 431 (340) 267 MINORITY INTEREST (OBLIGATIONS), NET (35) 35 (y) - - INCOME TAX EXPENSE 66 135 (z) (116) (aa) 85 ------- ------- ------ ------ INCOME FROM CONTINUING OPERATIONS BEFORE PREFERRED DIVIDENDS 145 261 (224) 182 PREFERRED DIVIDENDS 1 - - 1 ------- ------- ------ ------ INCOME FROM CONTINUING OPERATIONS AFTER PREFERRED DIVIDENDS $ 144 $ 261 $ (224) $ 181 ======= ======= ====== ======
See notes to pro forma condensed consolidated financial statements 8 NOTE 1 -- SALE OF INTERESTS IN THE MCV PARTNERSHIP AND THE FMLP CMS Energy and Consumers have reflected, in the accompanying unaudited pro forma condensed consolidated financial statements, the sale of Consumers' interests in the MCV Partnership and the FLMP. As a result of the existing power purchase agreement between Consumers and the MCV Partnership, the Facility, (the real estate component of the transaction) in accordance with Statement of Financial Accounting Standards (No. 98, Accounting For Leases will be accounted for as a financing and not a sale. This is due to forms of continuing involvement Consumers will have with the MCV Partnership. The remaining non-real estate assets and liabilities sold associated with both the MCV Partnership and the FMLP were accounted for as a sale and were removed from the Unaudited Pro Forma Condensed Consolidated Balance Sheets. The proceeds of $57.5 million (net of the $3 million of estimated selling expenses) were less than the combined fair values of the Facility and the non-real estate assets, including off balance sheet gas contracts. The Facility component of the transaction, subject to the sale/leaseback remains on the consolidated balance sheets and the sales proceeds are recorded as a financing obligation. The carrying value of the Facility of $218 million at the date of sale exceeded the fair value of the Facility and the financing obligation; therefore, Consumers has reflected an impairment in the carrying value of the Facility of $218 million. The remaining sales proceeds were allocated to derivatives and other assets and resulted in a pre-tax gain of $37 million. As a result of the above transaction, a net after-tax loss of $36 million and has been reflected in CMS Energy's retained deficit and Consumers' retained earnings in the accompanying Unaudited Pro Forma Condensed Consolidated Balance Sheets as of September 30, 2006. The after-tax loss resulting from this transaction has not been reflected in the accompanying Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss). NOTE 2 -- PRO FORMA ADJUSTMENTS The following is a summary of pro forma adjustments: Condensed Consolidated Balance Sheets: (a) To reflect the impairment of the Facility of $218 million, as further described in Note 1. (b) To reflect the removal of the interests in the MCV Partnership's and the FMLP's Cash and cash equivalents. (c) To reflect receipt of $57 million of cash proceeds, net of selling expenses and to reflect the use of the net cash proceeds to retire $57 million of long-term debt. (d) To reflect the removal of the interests in the MCV Partnership's and the FMLP's Accounts receivable, notes receivable, and accrued revenue, net. 9 (e) To reflect the removal of the interests in the MCV Partnership's and the FMLP's Inventories at average cost. (f) To reflect the removal of the interests in the MCV Partnership's and the FMLP's Other current assets. (g) To reflect the removal of the interests in the MCV Partnership's and the FMLP's Non-current assets, including minority interest in the MCV Partnership. (h) To reflect the minority interest related to the impairment of the MCV Facility, as further described in Note 1. (i) To reflect the reversal, into earnings, of certain cumulative amounts of the MCV Partnership-related derivative fair value changes that are accounted for in Accumulated other comprehensive income (loss). (j) To reflect the earnings impact, net of tax, of the gain on the sale of our interests in the MCV Partnership and the FMLP, the impairment of the Facility as described in Note 1, and the reversal of other comprehensive income (loss)of $25 million. (k) To reflect the removal of the interests in the MCV Partnership's and the FMLP's Long-term debt. (l) To reflect the removal of the interest in the MCV Partnership's Non-current portion of capital and finance lease obligations. (m) To reflect the removal of Minority interest in the FMLP. (n) To reflect the removal of the interests in the MCV Partnership's and the FMLP's Accounts payable. (o) To reflect the removal of the interests in the MCV Partnership's and the FMLP's Other current liabilities. (p) To reflect the accrual of selling expenses and the tax impacts related to the sale of our interests in the MCV Partnership and the FMLP. (q) To reflect the removal of the interests in the MCV Partnership's and the FMLP's Non-current liabilities. (r) To reflect the tax impacts related to the sale of our interests in the MCV Partnership and the FMLP. 10 Condensed Consolidated Statements of Income (Loss): (s) To reflect the elimination of historical Operating Revenue for the MCV Partnership and the FMLP, assuming the disposition occurred at the beginning of the year ended December 31, 2005. (t) To reflect the elimination of historical Operating Expenses for the MCV Partnership and the FMLP, assuming the disposition occurred at the beginning of the year ended December 31, 2005. (u) To reflect the additional Purchased and interchange power as a result of the power purchase agreement between Consumers and the MCV Partnership being reclassified from an intercompany expense to a third party expense, assuming the disposition occurred at the beginning of the year ended December 31, 2005. (v) To reflect the elimination of historical Other Income for the MCV Partnership and the FMLP, assuming the disposition occurred at the beginning of the year ended December 31, 2005. (w) To reflect the elimination of historical interest expense related to the MCV Partnership finance lease obligation assuming the disposition occurred at the beginning of the year ended December 31, 2005. (x) To reflect reduced interest expense from the use of $57 million of net proceeds to reduce long-term debt outstanding at the beginning of the year ended December 31, 2005, at an average interest rate of 5.5 percent. (y) To reflect the elimination of Minority Interest (Obligations) in the MCV Partnership and the FMLP. (z) To reflect the elimination of historical income tax benefit of the MCV Partnership and the FMLP, assuming the disposition occurred at the beginning of the year ended December 31, 2005. (aa) To reflect the income tax effects of the pro forma adjustments. (d) EXHIBITS. 99.1 Consumers' News Release dated November 21, 2006 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/A and Consumers' Form 10-K for the Year Ended December 31, 2005 and as updated in CMS Energy's and Consumers' subsequently filed Forms 10-Q (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. 11 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: November 28, 2006 By: /s/ Thomas J. Webb ------------------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: November 28, 2006 By: /s/ Thomas J. Webb ------------------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer 12 EX-99.1 2 k10358exv99w1.txt CONSUMERS' NEWS RELEASE EXHIBIT 99.1 CONSUMERS ENERGY COUNT ON US NEWS RELEASE - ------------------------------------------------------------------------------- CONSUMERS ENERGY CLOSES SALE OF MIDLAND COGENERATION VENTURE INTERESTS JACKSON, Mich., Nov. 21, 2006 -- Consumers Energy, the principal subsidiary of CMS Energy, closed today the sale of its interests in the 1,500-megawatt Midland Cogeneration Venture to funds managed by GSO Capital Partners and Rockland Capital Energy Investments for $60.5 million. Net proceeds from the sale will be used to reduce debt at the utility. Consumers Energy owned 49 percent of the MCV Partnership, which leases and operates the facility near Midland, Michigan. Consumers Energy also indirectly owned 35 percent of the facility and along with the other owners leased the facility to the MCV Partnership. GSO and Rockland purchased all of Consumers Energy's interests. Consumers Energy is the main customer for the MCV's electricity output. The utility's contract to purchase power from the plant and the associated customer rates aren't affected by the sale. The natural gas-fired MCV facility can produce up to 1,500 megawatts of power and up to 1.35 million pounds of industrial steam per hour. It began commercial operation in 1990. Sustained high natural gas prices led the MCV Partnership to reevaluate the economics of the facility last year, and also led Consumers Energy to examine several long-term alternatives for its MCV interests. Consumers Energy, the principal subsidiary of CMS Energy (NYSE: CMS), provides natural gas and electricity to nearly 6.5 million of Michigan's 10 million residents in all 68 Lower Peninsula counties. # # # For more information about Consumers Energy, visit our Website at www.consumersenergy.com Media Contacts: Jeff Holyfield, 517/788-2394 or Dan Bishop, 517/788-2395 Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590 -----END PRIVACY-ENHANCED MESSAGE-----