Leases

12 Months Ended

Dec. 31, 2012

Leases

10:LEASES

CMS Energy and Consumers lease various assets, including service vehicles, railcars, gas pipeline capacity, and buildings.  In addition, CMS Energy and Consumers account for a number of their PPAs as capital and operating leases.

Operating leases for coal-carrying railcars have lease terms expiring without extension provisions over the next 11 years and with extension provisions over the next 14 years.  These leases contain fair market value extension and buyout provisions, with some providing for predetermined extension period rentals.  Capital leases for Consumers’ vehicle fleet operations have a maximum term of 120 months with some having end-of-lease rental adjustment clauses based on the proceeds received from the sale or disposition of the vehicles, and others having fixed percentage purchase options.

Consumers has capital leases for gas transportation pipelines to the Karn generating complex and Zeeland.  The capital lease for the gas transportation pipeline into the Karn generating complex has a term of 15 years with a provision to extend the contract from month to month.  The remaining term of the contract was nine years at December 31, 2012.  The capital lease for the gas transportation pipeline to Zeeland, which had a term of 12 years, was extended in 2012 for five years pursuant to the renewal provision at the end of the contract.  At December 31, 2012, the remaining term of the contract was five years with a renewal provision of five years at the end of the contract.  The remaining terms of Consumers’ long-term PPAs accounted for as leases range between one and 20 years.  Most of these PPAs contain provisions at the end of the initial contract terms to renew the agreements annually.

Presented in the following table are Consumers’ minimum lease expense and contingent rental expense.  For each of the years ended December 31, 2012, 2011, and 2010, all of CMS Energy’s minimum lease expense and contingent rental expense were attributable to Consumers.

In Millions
Years Ended December 31	2012			2011			2010
Consumers
Minimum operating lease expense
PPAs		$	6		$	10		$	5
Other agreements			23			22			22
Contingent rental expense1			33			11			14

¹Contingent rental expense is related to capital and operating lease PPAs.

Consumers is authorized by the MPSC to record operating lease payments as operating expense and recover the total cost from customers.

Presented in the following table are the minimum annual rental commitments under Consumers’ non-cancelable leases at December 31, 2012.  All of CMS Energy’s non-cancelable leases at December 31, 2012 were attributable to Consumers.

In Millions
	Capital Leases			Finance Lease1			Operating Leases
Consumers
2013		$	14		$	20		$	26
2014			13			19			25
2015			14			18			24
2016			10			17			19
2017			9			17			19
2018 and thereafter			36			62			67
Total minimum lease payments		$	96		$	153		$	180
Less imputed interest			43			31
Present value of net minimum lease payments		$	53		$	122
Less current portion			9			13
Non-current portion		$	44		$	109

¹ In 2007, Consumers sold Palisades to Entergy and entered into a 15-year PPA to buy all of the capacity and energy then capable of being produced by Palisades.  Consumers has continuing involvement with Palisades through security provided to Entergy for Consumers’ PPA obligation and other arrangements.  Because of these ongoing arrangements, Consumers accounted for the transaction as a financing of Palisades and not a sale.  Accordingly, no gain on the sale of Palisades was recognized on the consolidated statements of income.  Consumers accounted for the remaining non-real-estate assets and liabilities associated with the transaction as a sale.

Palisades remains on Consumers’ consolidated balance sheets and Consumers continues to depreciate it.  Consumers recorded the related proceeds as a finance obligation with payments recorded to interest expense and the finance obligation based on the amortization of the obligation over the life of the Palisades PPA.  The value of the finance obligation was determined based on an allocation of the transaction proceeds to the fair values of the net assets sold and fair value of the plant asset under the financing.  Total amortization and interest charges under the financing were $20 million for the year ended December 31, 2012, $21 million for the year ended December 31, 2011, and $22 million for the year ended December 31, 2010.

Consumers Energy Company [Member]

Leases

10:LEASES

CMS Energy and Consumers lease various assets, including service vehicles, railcars, gas pipeline capacity, and buildings.  In addition, CMS Energy and Consumers account for a number of their PPAs as capital and operating leases.

Operating leases for coal-carrying railcars have lease terms expiring without extension provisions over the next 11 years and with extension provisions over the next 14 years.  These leases contain fair market value extension and buyout provisions, with some providing for predetermined extension period rentals.  Capital leases for Consumers’ vehicle fleet operations have a maximum term of 120 months with some having end-of-lease rental adjustment clauses based on the proceeds received from the sale or disposition of the vehicles, and others having fixed percentage purchase options.

Consumers has capital leases for gas transportation pipelines to the Karn generating complex and Zeeland.  The capital lease for the gas transportation pipeline into the Karn generating complex has a term of 15 years with a provision to extend the contract from month to month.  The remaining term of the contract was nine years at December 31, 2012.  The capital lease for the gas transportation pipeline to Zeeland, which had a term of 12 years, was extended in 2012 for five years pursuant to the renewal provision at the end of the contract.  At December 31, 2012, the remaining term of the contract was five years with a renewal provision of five years at the end of the contract.  The remaining terms of Consumers’ long-term PPAs accounted for as leases range between one and 20 years.  Most of these PPAs contain provisions at the end of the initial contract terms to renew the agreements annually.

Presented in the following table are Consumers’ minimum lease expense and contingent rental expense.  For each of the years ended December 31, 2012, 2011, and 2010, all of CMS Energy’s minimum lease expense and contingent rental expense were attributable to Consumers.

In Millions
Years Ended December 31	2012			2011			2010
Consumers
Minimum operating lease expense
PPAs		$	6		$	10		$	5
Other agreements			23			22			22
Contingent rental expense1			33			11			14

¹Contingent rental expense is related to capital and operating lease PPAs.

Consumers is authorized by the MPSC to record operating lease payments as operating expense and recover the total cost from customers.

Presented in the following table are the minimum annual rental commitments under Consumers’ non-cancelable leases at December 31, 2012.  All of CMS Energy’s non-cancelable leases at December 31, 2012 were attributable to Consumers.

In Millions
	Capital Leases			Finance Lease1			Operating Leases
Consumers
2013		$	14		$	20		$	26
2014			13			19			25
2015			14			18			24
2016			10			17			19
2017			9			17			19
2018 and thereafter			36			62			67
Total minimum lease payments		$	96		$	153		$	180
Less imputed interest			43			31
Present value of net minimum lease payments		$	53		$	122
Less current portion			9			13
Non-current portion		$	44		$	109

¹ In 2007, Consumers sold Palisades to Entergy and entered into a 15-year PPA to buy all of the capacity and energy then capable of being produced by Palisades.  Consumers has continuing involvement with Palisades through security provided to Entergy for Consumers’ PPA obligation and other arrangements.  Because of these ongoing arrangements, Consumers accounted for the transaction as a financing of Palisades and not a sale.  Accordingly, no gain on the sale of Palisades was recognized on the consolidated statements of income.  Consumers accounted for the remaining non-real-estate assets and liabilities associated with the transaction as a sale.

Palisades remains on Consumers’ consolidated balance sheets and Consumers continues to depreciate it.  Consumers recorded the related proceeds as a finance obligation with payments recorded to interest expense and the finance obligation based on the amortization of the obligation over the life of the Palisades PPA.  The value of the finance obligation was determined based on an allocation of the transaction proceeds to the fair values of the net assets sold and fair value of the plant asset under the financing.  Total amortization and interest charges under the financing were $20 million for the year ended December 31, 2012, $21 million for the year ended December 31, 2011, and $22 million for the year ended December 31, 2010.