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) OCTOBER 14, 2004
COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
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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 8.01. OTHER EVENTS.
GAS RATE CASE ORDER
On March 14, 2003, Consumers Energy Company ("Consumers") filed an application
with the Michigan Public Service Commission ("MPSC") for a gas rate increase in
the annual amount of $156.0 million. On December 18, 2003, the MPSC granted an
interim rate increase in the amount of $19.4 million annually. The MPSC also
ordered an annual $34 million reduction in Consumers' depreciation expense and
related taxes.
On October 14, 2004, the MPSC issued its Opinion and Order on final rate relief.
The order is available on the MPSC website at www.michigan.gov/mpsc. In the
order, the MPSC authorized Consumers to place into effect surcharges that would
increase annual gas revenues by $58.1 million. Further, the MPSC rescinded the
$19.4 million annual interim rate increase. The final rate relief is contingent
upon receipt of a letter signed by the Chairman of Consumers Energy and CMS
Energy which agrees to: (1) achieve a common equity level of at least $2,300
million by year-end 2005 and that proposes a plan to improve the common equity
level thereafter until Consumers' target capital structure is reached; (2) make
certain safety-related O&M, pension, retiree health-care, employee health-care,
and storage working capital expenditures for which the surcharge is granted; (3)
refund surcharge revenues when Consumers' rate of return on common equity
exceeds its authorized 11.4% rate; (4) prepare and file annual reports that
address certain issues identified in the order, and (5) file a general rate case
on or before the date that the surcharge expires (which is two years after the
surcharge goes into effect). Also on October 14, 2004, the MPSC issued an order
in Consumers' pending gas depreciation rate case, which restores depreciation
rates to the levels that were in effect prior to the issuance of the December
18, 2003 interim gas rate order. On October 15, 2004, Consumers' and CMS
Energy's Chairman filed a letter with the MPSC making the commitments required
by the rate order.
On October 19, 2004, Consumers filed rehearing petitions with the MPSC, which
seek clarification of the method of computing Consumers' rate of return on
common equity and seek to have book depreciation rates restored to the level set
forth in the MPSC's prior interim rate relief order.
SECURITIZATION ORDER
On March 4, 2003, Consumers filed with the MPSC for authority to issue
securitization bonds for up to $1.08 billion of "qualified costs", under
applicable laws, including Clean Air Act costs. On June 2, 2003, the MPSC issued
an order, authorizing Consumers to securitize up to $554.3 million of costs
under certain terms and restrictions. These restrictions and conditions led
Consumers to seek rehearing, which then led to further hearings before the MPSC.
On October 14, 2004, the MPSC issued a further order reversing its prior
findings and denying Consumers' application for authority to issue
securitization bonds. The MPSC also determined that its order does not preclude
Consumers from seeking recovery of Clean Air Act costs in a separate filing
under applicable law. Consumers has previously filed and obtained approvals to
recover certain of its implementation costs originally covered in securitization
filings. Thus, although Consumers' securitization request has now been rejected
in its entirety and the matter is concluded, Consumers has been pursuing and
will continue to pursue other avenues for recovery of some of the costs
previously covered by the securitization filing.
PALISADES NUCLEAR PLANT
Consumers, in conjunction with a regularly scheduled re-fueling outage, has
completed certain inspections and testing of all of its Palisades nuclear plant
reactor vessel head penetrations, as disclosed in a Form 8-K filed on October
12, 2004. As a result, Consumers is undertaking repairs on two of forty-five
control rod drive penetrations. Consumers expects that the replacement power
costs, the cost of repairs and timing of such repairs will be consistent with
the disclosures made in the Form 8-K filed on October 12, 2004.
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 RISK FACTORS" found in the
MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy's Form 10-K/A for
the Fiscal Year Ended December 31, 2003 and Consumers' Form 10-K for the Fiscal
Year Ended December 31, 2003 (both 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.
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: October 19, 2004
By: /s/ Thomas J. Webb
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Thomas J. Webb
Executive Vice President and
Chief Financial Officer
CONSUMERS ENERGY COMPANY
Dated: October 19, 2004
By: /s/ Thomas J. Webb
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Thomas J. Webb
Executive Vice President and
Chief Financial Officer