CONSUMERS ENERGY CO - Quarter Report: 2015 March (Form 10-Q)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2015
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from_____to_____

 

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.

CMS Energy Corporation:  Yes x     No o   Consumers Energy Company:  Yes x     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

CMS Energy Corporation:  Yes x     No o   Consumers Energy Company:  Yes x     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CMS Energy Corporation:
Large accelerated filer x	Accelerated filer o
Non-Accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o
Consumers Energy Company:
Large accelerated filer o	Accelerated filer o
Non-Accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

CMS Energy Corporation:  Yes o    No x   Consumers Energy Company:  Yes o    No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock at April 8, 2015:

CMS Energy Corporation:

CMS Energy Common Stock, $0.01 par value
(including 803,551 shares owned by Consumers Energy Company)		276,797,279

Consumers Energy Company:

Consumers Common Stock, $10 par value, privately held by CMS Energy Corporation

84,108,789

 

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CMS Energy Corporation

Consumers Energy Company

 

Quarterly Reports on Form 10-Q to the Securities and Exchange Commission for the Period Ended

March 31, 2015

 

TABLE OF CONTENTS

 

		Page
Glossary		3
Filing Format		8
Forward-Looking Statements and Information		8
PART I. Financial Information
Item 1.	Consolidated Financial Statements (Unaudited)
	CMS Energy Corporation	30
	Consumers Energy Company	38
	Notes to the Unaudited Consolidated Financial Statements	45
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4.	Controls and Procedures	61
PART II. Other Information
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	62
Signatures		63

 

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GLOSSARY

 

Certain terms used in the text and financial statements are defined below.

 

2008 Energy Law		Comprehensive energy reform package enacted in Michigan in 2008
2014 Form 10-K		Each of CMS Energy’s and Consumers’ Annual Report on Form 10-K for the year ended December 31, 2014
ABATE		Association of Businesses Advocating Tariff Equity
ASU		Financial Accounting Standards Board Accounting Standards Update
Bay Harbor		A residential/commercial real estate area located near Petoskey, Michigan, in which CMS Energy sold its interest in 2002
bcf		Billion cubic feet
CAIR		The Clean Air Interstate Rule
Cantera Gas Company		Cantera Gas Company LLC, a non-affiliated company, formerly known as CMS Field Services
Cantera Natural Gas, Inc.		Cantera Natural Gas, Inc., a non-affiliated company that purchased CMS Field Services
CCR		Coal combustion residual
CEO		Chief Executive Officer
CERCLA		Comprehensive Environmental Response, Compensation, and Liability Act of 1980
CFO		Chief Financial Officer
Clean Air Act		Federal Clean Air Act of 1963, as amended
Clean Water Act		Federal Water Pollution Control Act of 1972, as amended
CMS Capital		CMS Capital, L.L.C., a wholly owned subsidiary of CMS Energy
CMS Energy		CMS Energy Corporation and its consolidated subsidiaries, unless otherwise noted; the parent of Consumers and CMS Enterprises
CMS Enterprises		CMS Enterprises Company, a wholly owned subsidiary of CMS Energy
CMS Field Services		CMS Field Services, Inc., a former wholly owned subsidiary of CMS Gas Transmission Company, a wholly owned subsidiary of CMS Enterprises

 

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CMS Land		CMS Land Company, a wholly owned subsidiary of CMS Capital
CMS MST		CMS Marketing, Services and Trading Company, a wholly owned subsidiary of CMS Enterprises, whose name was changed to CMS Energy Resource Management Company in 2004
Consumers		Consumers Energy Company and its consolidated subsidiaries, unless otherwise noted; a wholly owned subsidiary of CMS Energy
CSAPR		The Cross-State Air Pollution Rule
DB Pension Plan		Defined benefit pension plan of CMS Energy and Consumers, including certain present and former affiliates and subsidiaries
DB SERP		Defined Benefit Supplemental Executive Retirement Plan
DIG		Dearborn Industrial Generation, L.L.C., a wholly owned subsidiary of Dearborn Industrial Energy, L.L.C., a wholly owned subsidiary of CMS Energy
Dodd-Frank Act		Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
DTIA		Distribution-Transmission Interconnection Agreement dated April 1, 2001 between METC and Consumers, as amended
EBITDA		Earnings before interest, taxes, depreciation, and amortization
EnerBank		EnerBank USA, a wholly owned subsidiary of CMS Capital
EPA		U.S. Environmental Protection Agency
EPS		Earnings per share
Exchange Act		Securities Exchange Act of 1934
FDIC		Federal Deposit Insurance Corporation
FERC		The Federal Energy Regulatory Commission
FMB		First mortgage bond

 

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FTR		Financial transmission right
GAAP		U.S. Generally Accepted Accounting Principles
GCR		Gas cost recovery
Health Care Acts		Comprehensive health care reform enacted in March 2010, comprising the Patient Protection and Affordable Care Act and the related Health Care and Education Reconciliation Act
Ludington		Ludington pumped-storage plant, jointly owned by Consumers and DTE Electric Company, a non-affiliated company
MATS		Mercury and Air Toxics Standards, which limit mercury, acid gases, and other toxic pollution from coal-fueled and oil-fueled power plants
MD&A		Management’s Discussion and Analysis of Financial Condition and Results of Operations
MDEQ		Michigan Department of Environmental Quality
METC		Michigan Electric Transmission Company, LLC, a non-affiliated company
MGP		Manufactured gas plant
MISO		Midcontinent Independent System Operator, Inc.
mothball		To place a generating unit into a state of extended reserve shutdown in which the unit is inactive and unavailable for service for a specified period, during which the unit can be brought back into service after receiving appropriate notification and completing any necessary maintenance or other work; generation owners in MISO must request approval to mothball a unit, and MISO then evaluates the request for reliability impacts
MPSC		Michigan Public Service Commission
MW		Megawatt, a unit of power equal to one million watts
NAAQS		National Ambient Air Quality Standards
NAV		Net asset value
NERC		The North American Electric Reliability Corporation, a non-affiliated company responsible for developing and enforcing reliability standards, monitoring the bulk power system, and educating and certifying industry personnel

 

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NPDES		National Pollutant Discharge Elimination System, a permit system for regulating point sources of pollution under the Clean Water Act
NREPA		Part 201 of the Michigan Natural Resources and Environmental Protection Act, a statute that covers environmental activities including remediation
NSR		New Source Review, a construction-permitting program under the Clean Air Act
NYMEX		The New York Mercantile Exchange
OPEB		Other Post-Employment Benefits
OPEB Plan		Postretirement health care and life insurance plans of CMS Energy and Consumers, including certain present and former affiliates and subsidiaries
PCB		Polychlorinated biphenyl
PSCR		Power supply cost recovery
REC		Renewable energy credit established under the 2008 Energy Law
ReliabilityFirst Corporation		ReliabilityFirst Corporation, a non-affiliated company responsible for the preservation and enhancement of bulk power system reliability and security
Resource Conservation and Recovery Act		Federal Resource Conservation and Recovery Act of 1976
RMRR		Routine maintenance, repair, and replacement
ROA		Retail Open Access, which allows electric generation customers to choose alternative electric suppliers pursuant to a Michigan statute enacted in 2000
SEC		U.S. Securities and Exchange Commission
Securitization		A financing method authorized by statute and approved by the MPSC, which allows a utility to sell its right to receive a portion of the rate payments received from its customers for the repayment of securitization bonds issued by a special-purpose entity affiliated with such utility
Sherman Act		Sherman Antitrust Act of 1890

 

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Smart Energy		Consumers’ Smart Energy grid modernization project, which includes the installation of smart meters that transmit and receive data, a two-way communications network, and modifications to Consumers’ existing information technology system to manage the data and enable changes to key business processes
UWUA		Utility Workers Union of America, AFL-CIO

 

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FILING FORMAT

 

This combined Form 10-Q is separately filed by CMS Energy and Consumers.  Information in this combined Form 10-Q relating to each individual registrant is filed by such registrant on its own behalf.  Consumers makes no representation regarding information relating to any other companies affiliated with CMS Energy other than its own subsidiaries.  None of CMS Energy, CMS Enterprises, nor any of CMS Energy’s other subsidiaries (other than Consumers) has any obligation in respect of Consumers’ debt securities and holders of such debt securities should not consider the financial resources or results of operations of CMS Energy, CMS Enterprises, nor any of CMS Energy’s other subsidiaries (other than Consumers and its own subsidiaries (in relevant circumstances)) in making a decision with respect to Consumers’ debt securities.  Similarly, neither Consumers nor any other subsidiary of CMS Energy has any obligation in respect of debt securities of CMS Energy.

 

This report should be read in its entirety.  No one section of this report deals with all aspects of the subject matter of this report.  This report should be read in conjunction with the consolidated financial statements and related notes and with MD&A included in the 2014 Form 10-K.

 

FORWARD-LOOKING STATEMENTS AND INFORMATION

 

This Form 10-Q and other written and oral statements that CMS Energy and Consumers make may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995.  The use of “might,” “may,” “could,” “should,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “forecasts,” “predicts,” “assumes,” and other similar words is intended to identify forward-looking statements that involve risk and uncertainty.  This discussion of potential risks and uncertainties is designed to highlight important factors that may impact CMS Energy’s and Consumers’ businesses and financial outlook.  CMS Energy and Consumers have 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 CMS Energy’s and Consumers’ actual results to differ materially from the results anticipated in these statements.  These factors include, but are not limited to, the following, all of which are potentially significant:

 

·                  the impact of new regulation by the MPSC or FERC and other applicable governmental proceedings and regulations, including any associated impact on electric or gas rates or rate structures;

 

·                 potentially adverse regulatory treatment or failure to receive timely regulatory orders affecting Consumers that are or could come before the MPSC, FERC, or other governmental authorities;

 

·                 changes in the performance of or regulations applicable to MISO, METC, pipelines, railroads, vessels, or other service providers that CMS Energy, Consumers, or any of their affiliates rely on to serve their customers;

 

·                 the adoption of federal or state laws or regulations or changes in applicable laws, rules, regulations, principles, or practices, or in their interpretation, including those related to energy policy and ROA, gas pipeline safety, the environment, regulation or deregulation, health care reforms (including the Health Care Acts), taxes, accounting matters, climate change, air emissions, potential effects of the Dodd-Frank Act, and other business issues that could have an impact on CMS Energy’s, Consumers’, or any of their affiliates’ businesses or financial results;

 

·                 potentially adverse regulatory or legal interpretations or decisions regarding environmental matters, or delayed regulatory treatment or permitting decisions that are or could come before the MDEQ, EPA, and/or U.S. Army Corps of Engineers, and potential environmental remediation

 

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costs associated with these interpretations or decisions, including those that may affect Bay Harbor or Consumers’ RMRR classification under NSR regulations;

 

·                 changes in energy markets, including availability and price of electric capacity and the timing and extent of changes in commodity prices and availability and deliverability of coal, natural gas, natural gas liquids, electricity, oil, and certain related products;

 

·                 the price of CMS Energy common stock, the credit ratings of CMS Energy and Consumers, capital and financial market conditions, and the effect of these market conditions on CMS Energy’s and Consumers’ interest costs and access to the capital markets, including availability of financing to CMS Energy, Consumers, or any of their affiliates;

 

·                 the investment performance of the assets of CMS Energy’s and Consumers’ pension and benefit plans, the discount rates used in calculating the plans’ obligations, and the resulting impact on future funding requirements;

 

·                 the impact of the economy, particularly in Michigan, and potential future volatility in the financial and credit markets on CMS Energy’s, Consumers’, or any of their affiliates’ revenues, ability to collect accounts receivable from customers, or cost and availability of capital;

 

·                 changes in the economic and financial viability of CMS Energy’s and Consumers’ suppliers, customers, and other counterparties and the continued ability of these third parties, including those in bankruptcy, to meet their obligations to CMS Energy and Consumers;

 

·                 population changes in the geographic areas where CMS Energy and Consumers conduct business;

 

·                 national, regional, and local economic, competitive, and regulatory policies, conditions, and developments, including municipal bankruptcy filings;

 

·                 loss of customer demand for electric generation supply to alternative energy suppliers or to increased use of distributed generation;

 

·                 federal regulation of electric sales and transmission of electricity, including periodic re-examination by federal regulators of CMS Energy’s and Consumers’ market-based sales authorizations in wholesale power markets without price restrictions;

 

·                 the impact of credit markets, economic conditions, and any new banking regulations on EnerBank;

 

·                 the availability, cost, coverage, and terms of insurance, the stability of insurance providers, and the ability of Consumers to recover the costs of any insurance from customers;

 

·                 the effectiveness of CMS Energy’s and Consumers’ risk management policies, procedures, and strategies, including strategies to hedge risk related to future prices of electricity, natural gas, and other energy-related commodities;

 

·                  factors affecting development of electric generation projects and gas and electric distribution infrastructure replacement, conversion, and expansion projects, including factors related to project site identification, construction material pricing, schedule delays, availability of qualified construction personnel, permitting, and government approvals;

 

·                  factors affecting operations, such as costs and availability of personnel, equipment, and materials, unusual weather conditions, catastrophic weather-related damage, scheduled or unscheduled

 

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equipment outages, maintenance or repairs, environmental incidents, equipment failures, and electric transmission and distribution or gas pipeline system constraints;

 

·                 potential disruption to, interruption of, or other impacts on facilities, utility infrastructure, or operations due to accidents, explosions, physical disasters, vandalism, war, or terrorism, and the ability to obtain or maintain insurance coverage for these events;

 

·                 changes or disruption in fuel supply, including but not limited to rail or vessel transport of coal and pipeline transport of natural gas;

 

·                 potential costs, lost revenues, or other consequences resulting from misappropriation of assets or sensitive information, corruption of data, or operational disruption in connection with a cyber attack or other cyber incident;

 

·                 technological developments in energy production, storage, delivery, usage, and metering;

 

·                 the ability to implement technology, including Smart Energy, successfully;

 

·                 the impact of CMS Energy’s and Consumers’ integrated business software system and its effects on their operations, including utility customer billing and collections;

 

·                 adverse consequences resulting from any past, present, or future assertion of indemnity or warranty claims associated with assets and businesses previously owned by CMS Energy or Consumers, including claims resulting from attempts by foreign or domestic governments to assess taxes on past operations or transactions;

 

·                 the outcome, cost, and other effects of any legal or administrative claims, proceedings, investigations, or settlements;

 

·                 the reputational impact on CMS Energy and Consumers of operational incidents, violations of corporate compliance policies, regulatory violations, and other business events;

 

·                 restrictions imposed by various financing arrangements and regulatory requirements on the ability of Consumers and other subsidiaries of CMS Energy to transfer funds to CMS Energy in the form of cash dividends, loans, or advances;

 

·                 earnings volatility resulting from the application of fair value accounting to certain energy commodity contracts or interest rate contracts;

 

·                 changes in financial or regulatory accounting principles or policies, including a possible future requirement to comply with International Financial Reporting Standards, which differ from GAAP in various ways, including the present lack of special accounting treatment for regulated activities; and

 

·                 other matters that may be disclosed from time to time in CMS Energy’s and Consumers’ SEC filings, or in other publicly issued documents.

 

All forward-looking statements should be considered in the context of the risk and other factors described above and as detailed from time to time in CMS Energy’s and Consumers’ SEC filings.  For additional details regarding these and other uncertainties, see Part I – Item 1. Consolidated Financial Statements (Unaudited) – Notes to the Unaudited Consolidated Financial Statements – Note 2, Regulatory Matters and Note 3, Contingencies and Commitments; Part I – Item 2. MD&A – Outlook; and Part II – Item 1A. Risk Factors.

 

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CMS Energy Corporation

Consumers Energy Company

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This MD&A is a combined report of CMS Energy and Consumers.

 

EXECUTIVE OVERVIEW

 

CMS Energy is an energy company operating primarily in Michigan.  It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and CMS Enterprises, primarily a domestic independent power producer.  Consumers’ electric utility operations include the generation, purchase, distribution, and sale of electricity, and Consumers’ gas utility operations include the purchase, transmission, storage, distribution, and sale of natural gas.  Consumers’ customer base consists of a mix of residential, commercial, and diversified industrial customers.  CMS Enterprises, through its subsidiaries and equity investments, owns and operates power generation facilities.

 

CMS Energy and Consumers manage their businesses by the nature of services each provides.  CMS Energy operates principally in three business segments:  electric utility; gas utility; and enterprises, its non-utility operations and investments.  Consumers operates principally in two business segments:  electric utility and gas utility.

 

CMS Energy and Consumers earn revenue and generate cash from operations by providing electric and natural gas utility services; electric distribution and generation; gas transmission, storage, and distribution; and other energy-related services.  Their businesses are affected primarily by:

 

·                 regulation and regulatory matters;

·                 economic conditions;

·                 weather;

·                 energy commodity prices;

·                 interest rates; and

·                 CMS Energy’s and Consumers’ securities’ credit ratings.

 

CMS Energy’s and Consumers’ business strategy emphasizes the key elements depicted below:

 

 

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Accountability is part of CMS Energy’s and Consumers’ corporate culture.  CMS Energy and Consumers are committed to making the right choices to serve their customers safely and affordably and to acting responsibly as corporate citizens.  CMS Energy and Consumers hold themselves accountable to the highest standards of safety, operational performance, and ethical behavior, and work diligently to comply with all laws, rules, and regulations that govern the electric and gas industry.  Consumers’ 2014 accountability report, which is available to the public, provides an overview of Consumers’ efforts to continue meeting Michigan’s energy needs safely and efficiently, and highlights Consumers’ commitment to Michigan businesses, its corporate citizenship, and its role in reducing the state’s air emissions.

 

SAFE, EXCELLENT OPERATIONS

 

The safety of employees, customers, and the general public remains a priority of CMS Energy and Consumers.  Accordingly, CMS Energy and Consumers have worked to integrate a set of safety principles into their business operations and culture.  These principles include complying with applicable safety, health, and security regulations and implementing programs and processes aimed at continually improving safety and security conditions.  From 2006 through 2014, Consumers achieved a 70 percent reduction in the annual number of recordable safety incidents.

 

CUSTOMER VALUE

 

Consumers is undertaking a number of initiatives that reflect its intensified customer focus.  Consumers’ planned investments in reliability are aimed at improving safety, reducing customer outage frequency, reducing repetitive outages, and increasing customer satisfaction.  Also, in order to minimize increases in customer base rates, Consumers has undertaken several additional initiatives to reduce costs through accelerated pension funding, employee and retiree health care cost sharing, negotiated labor agreements, information and control system efficiencies, and productivity improvements.  Consumers has also issued Securitization bonds and is accelerating the recognition of certain tax benefits, both of which will result in cost savings for customers.

 

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UTILITY INVESTMENT

 

Consumers expects to make capital investments of about $15.5 billion from 2015 through 2024.  This amount includes $7.4 billion through 2019, as presented in the following illustration:

 

 

While Consumers has substantially more opportunities for capital investments that add customer value, Consumers has limited its capital investment program to those investments it believes are needed to provide safe, reliable, and efficient service to its customers.  Consumers’ capital investment program is expected to result in annual rate base growth of five to seven percent while allowing Consumers to maintain sustainable customer base rate increases (excluding PSCR and GCR charges) at or below the rate of inflation.

 

Among the key components of Consumers’ investment program are projects that will enhance customer value.  Consumers’ planned base capital investments of $4.2 billion represent projects to maintain Consumers’ system and comprise $2.6 billion at the electric utility to preserve reliability and capacity and $1.6 billion at the gas utility to sustain deliverability and enhance pipeline integrity.  An additional $1.5 billion of planned reliability investments at Consumers are aimed at reducing outages and improving customer satisfaction; these investments comprise $0.8 billion at the electric utility to strengthen circuits and substations, replace poles, and upgrade Ludington and $0.7 billion at the gas utility to replace mains and enhance transmission and storage systems.  Consumers also expects to spend $0.8 billion on environmental investments needed to comply with state and federal laws and regulations.

 

Consumers’ Smart Energy program, with an estimated total project capital cost of $0.8 billion, also represents a major capital investment.  The full-scale deployment of advanced metering infrastructure began in 2012 and is planned to continue through 2017.  Consumers has spent $0.3 billion through 2014 on its Smart Energy program and expects to spend an additional $0.5 billion, following a phased approach, from 2015 through 2017.

 

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Consumers also expects to spend $0.3 billion on new natural gas-fueled electric generation.  The majority of this amount relates to an agreement that Consumers signed in 2013 to purchase a 540-MW natural gas-fueled electric generating plant located in Jackson, Michigan for $155 million.  As provided for in the agreement, the purchase is subject to MPSC and other approvals.  Consumers expects to close the purchase in early 2016.

 

REGULATION

 

Regulatory matters are a key aspect of CMS Energy’s and Consumers’ businesses, particularly Consumers’ rate cases and regulatory proceedings before the MPSC.  Important regulatory events and developments are summarized below.

 

·                 Electric Rate Case:  Consumers filed a general electric rate case with the MPSC in December 2014, seeking an annual rate increase of $163 million based on a 10.7 percent authorized return on equity.  The filing also seeks approval of an investment recovery mechanism that would allow recovery of an additional $163 million in total for incremental investments that Consumers plans to make in 2016 and 2017 and $78 million for incremental investments planned in 2018, subject to reconciliation.

 

·                 Gas Rate Case:  In July 2014, Consumers filed an application with the MPSC seeking an annual rate increase of $88 million.  The filing requested authority to recover new investments that will allow Consumers to improve system reliability, comply with regulations, and enhance technology.  In January 2015, the MPSC approved a settlement agreement authorizing a $45 million annual rate increase based on a 10.3 percent authorized return on equity.

 

The 2008 Energy Law allows electric customers in Consumers’ service territory to buy electric generation service from alternative electric suppliers in an aggregate amount up to ten percent of Consumers’ weather-adjusted retail sales of the preceding calendar year.  At March 31, 2015, Consumers’ electric deliveries under the ROA program were at the ten-percent limit.  In March 2015, members of the Michigan Senate and House of Representatives introduced various bills related to ROA.  These bills propose a range of changes to ROA, including eliminating ROA, maintaining the existing ROA program but imposing conditions on a customer’s return to utility service, and raising the ROA limit.  Consumers is unable to predict the form and timing of any final legislation or whether other bills might be introduced in 2015.  An increase to the ROA limit could negatively affect Consumers’ financial results and operations.

 

In March 2015, Michigan’s governor outlined several key goals for the state’s energy policy, with a focus on increasing the use of clean energy sources, reducing Michigan’s reliance on coal, deploying smart meters, investing in the power grid and pipeline system, eliminating energy waste, and ensuring affordable, reliable, and adaptable energy while protecting the environment.

 

Environmental regulation is another area of importance for CMS Energy and Consumers, and they are monitoring numerous legislative and regulatory initiatives, including initiatives to regulate greenhouse gases, and related litigation.  CMS Energy and Consumers believe that environmental laws and regulations related to their operations will continue to become more stringent and require them to make additional substantial capital expenditures for emissions control equipment, CCR disposal and storage, cooling water intake equipment, effluent treatment, and PCB remediation.  Present and reasonably anticipated state and federal environmental statutes and regulations, including but not limited to the Clean Air Act, including the Clean Power Plan, as well as the Clean Water Act, the Resource Conservation and Recovery Act, and CERCLA, will continue to have a material effect on CMS Energy and Consumers.

 

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FINANCIAL PERFORMANCE

 

For the three months ended March 31, 2015, CMS Energy’s net income available to common stockholders was $202 million and diluted EPS were $0.73.  This compares with net income available to common stockholders of $204 million and diluted EPS of $0.75 for the three months ended March 31, 2014.  Higher depreciation and property taxes on new capital investments and lower weather-related gas and electric sales due to less severe winter weather were offset largely by the benefits from a gas rate order, higher non-weather-related sales due to a growing economy, and higher earnings of the enterprises segment.

 

Consumers’ utility operations are seasonal.  The consumption of electric energy typically increases in the summer months, due primarily to the use of air conditioners and other cooling equipment, while peak demand for natural gas occurs in the winter due to colder temperatures and the resulting use of natural gas as heating fuel.  In addition, Consumers’ electric rates, which follow a seasonal rate design, are higher in the summer months than in the remaining months of the year.  A more detailed discussion of the factors affecting CMS Energy’s and Consumers’ performance can be found in the Results of Operations section that follows this Executive Overview.

 

Michigan is placed in the first quartile of states based on its strong economic growth since 2010.  Consumers expects that the continued rise in industrial production will drive its electric deliveries to increase annually by about 0.5 percent on average through 2019.  Excluding the impacts of energy efficiency programs, Consumers expects its electric deliveries to increase by about 1.5 percent annually through 2019.  Consumers is projecting that its gas deliveries will remain stable through 2019.  This outlook reflects growth in gas demand offset by energy efficiency and conservation.

 

As Consumers seeks to continue to receive fair and timely regulatory treatment, delivering customer value will remain a key strategic priority.  In order to minimize increases in customer base rates, Consumers has set goals to achieve further annual productivity improvements.  Additionally, Consumers will strive to give priority to capital investments that increase customer value or lower costs.

 

Consumers expects to continue to have sufficient borrowing capacity to fund its investment-based growth plans.  CMS Energy also expects its sources of liquidity to remain sufficient to meet its cash requirements.  To identify potential implications for CMS Energy’s and Consumers’ businesses and future financial needs, the companies will continue to monitor developments in the financial and credit markets, as well as government policy responses to those developments.

 

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RESULTS OF OPERATIONS

 

CMS ENERGY CONSOLIDATED RESULTS OF OPERATIONS

 

		In Millions, Except Per Share Amounts
Three Months Ended March 31		2015			2014			Change
Net Income Available to Common Stockholders		$	202		$	204		$	(2	)
Basic Earnings Per Share		$	0.73		$	0.77		$	(0.04	)
Diluted Earnings Per Share		$	0.73		$	0.75		$	(0.02	)
								In Millions
Three Months Ended March 31		2015			2014			Change
Electric utility		$	94		$	100		$	(6	)
Gas utility		121			121			-
Enterprises		7			2			5
Corporate interest and other		(20		)	(19		)	(1		)
Net Income Available to Common Stockholders		$	202		$	204		$	(2	)

 

Presented in the following table are specific after-tax changes to net income available to common stockholders:

 

								In Millions
		March 31, 2015 better/(worse) than 2014
Reasons for the change		Three Months Ended
Consumers electric utility and gas utility
Gas sales
Weather		$	(12	)
Non-weather		7			$	(5	)
Electric sales
Weather		(5		)
Non-weather		2			(3		)
Depreciation and property taxes					(19		)
Employee benefit costs					(6		)
Gas rate increase					13
Other					14			$	(6	)
Enterprises
Subsidiary earnings								5
Corporate interest and other
EnerBank earnings								1
Other								(2		)
Total change								$	(2	)

 

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CONSUMERS ELECTRIC UTILITY RESULTS OF OPERATIONS

 

								In Millions
Three Months Ended March 31		2015			2014			Change
Net Income Available to Common Stockholders		$	94		$	100		$	(6	)
Reasons for the change
Power supply costs and related revenue								$	2
Other income, net of expenses								8
Maintenance and other operating expenses								(6		)
Depreciation and amortization								(13		)
General taxes								(2		)
Interest charges								(3		)
Income taxes								8
Total change								$	(6	)

 

Following is a discussion of significant changes to net income available to common stockholders.

 

Other income, net of expenses:  For the three months ended March 31, 2015, other income, net of expenses, increased $8 million compared with 2014.  This change was due to a $6 million gain related to a donation of CMS Energy stock by Consumers and the absence, in 2015, of a $2 million political contribution made in 2014 to oppose certain Michigan legislative proposals related to ROA.  The gain was eliminated on CMS Energy’s consolidated statements of income.

 

Maintenance and other operating expenses:  For the three months ended March 31, 2015, maintenance and other operating expenses increased $6 million compared with 2014, due primarily to higher postretirement benefits expense.

 

Depreciation and amortization:  For the three months ended March 31, 2015, depreciation and amortization expense increased $13 million compared with 2014, due primarily to increased plant in service and higher amortization of securitized assets.

 

Income taxes:  For the three months ended March 31, 2015, income taxes decreased $8 million compared with 2014, attributed primarily to lower electric utility earnings.

 

CONSUMERS GAS UTILITY RESULTS OF OPERATIONS

 

								In Millions
Three Months Ended March 31		2015			2014			Change
Net Income Available to Common Stockholders		$	121		$	121		$	-
Reasons for the change
Gas deliveries and rate increases								$	22
Other income, net of expenses								3
Maintenance and other operating expenses								(8		)
Depreciation and amortization								(10		)
General taxes								(4		)
Interest charges								(1		)
Income taxes								(2		)
Total change								$	-

 

Following is a discussion of significant changes to net income available to common stockholders.

 

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Gas deliveries and rate increases:  For the three months ended March 31, 2015, gas delivery revenues increased $22 million compared with 2014, due primarily to a January 2015 rate increase.  Deliveries to end-use customers were 152 bcf in 2015 and 157 bcf in 2014.

 

Other income, net of expenses:  For the three months ended March 31, 2015, other income, net of expenses, increased $3 million compared with 2014, due to a gain related to a donation of CMS Energy stock by Consumers.  The gain was eliminated on CMS Energy’s consolidated statements of income.

 

Maintenance and other operating expenses:  For the three months ended March 31, 2015, maintenance and other operating expenses increased $8 million compared with 2014.  This change was due to a $3 million increase in postretirement benefits expense and a $5 million increase in gas compression and other operating and maintenance expenses.

 

Depreciation and amortization:  For the three months ended March 31, 2015, depreciation and amortization expense increased $10 million compared with 2014, due primarily to increased plant in service.

 

General Taxes:  For the three months ended March 31, 2015, general taxes increased $4 million compared with 2014, due to increased property taxes, reflecting higher capital spending.

 

ENTERPRISES RESULTS OF OPERATIONS

 

								In Millions
Three Months Ended March 31		2015			2014			Change
Net Income Available to Common Stockholders		$	7		$	2		$	5

 

For the three months ended March 31, 2015, net income of the enterprises segment increased $5 million compared with 2014, due primarily to improved electric margins at DIG.

 

CORPORATE INTEREST AND OTHER RESULTS OF OPERATIONS

 

								In Millions
Three Months Ended March 31		2015			2014			Change
Net Income (Loss) Available to Common Stockholders		$	(20	)	$	(19	)	$	(1	)

 

For the three months ended March 31, 2015, corporate interest and other net expenses increased $1 million compared with 2014, due primarily to higher miscellaneous corporate costs offset partially by lower fixed charges.

 

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CASH POSITION, INVESTING, AND FINANCING

 

At March 31, 2015, CMS Energy had $571 million of consolidated cash and cash equivalents, which included $49 million of restricted cash and cash equivalents.  At March 31, 2015, Consumers had $474 million of consolidated cash and cash equivalents, which included $49 million of restricted cash and cash equivalents.

 

OPERATING ACTIVITIES

 

Presented in the following table are specific components of net cash provided by operating activities for the three months ended March 31, 2015 and 2014:

 

								In Millions
Three Months Ended March 31		2015			2014			Change
CMS Energy, including Consumers
Net income		$	202		$	204		$	(2	)
Non-cash transactions1		363			326			37
		565			530			35
Postretirement benefits contributions		(31		)	(2		)	(29		)
Changes in core working capital2		294			137			157
Changes in other assets and liabilities, net		(68		)	(54		)	(14		)
Net cash provided by operating activities		$	760		$	611		$	149
Consumers
Net income		$	215		$	221		$	(6	)
Non-cash transactions1		299			265			34
		514			486			28
Postretirement benefits contributions		(30		)	(1		)	(29		)
Changes in core working capital2		299			143			156
Changes in other assets and liabilities, net		3			18			(15		)
Net cash provided by operating activities		$	786		$	646		$	140

 

1 Non-cash transactions comprise depreciation and amortization, changes in deferred income taxes, postretirement benefits expense, and other non-cash items.

 

2 Core working capital comprises accounts and notes receivable and accrued revenues (including accrued power supply and gas revenues), inventories, accounts payable, and accrued rate refunds.

 

For the three months ended March 31, 2015, net cash provided by operating activities at CMS Energy increased $149 million compared with 2014, and net cash provided by operating activities at Consumers increased $140 million compared with 2014.  The increases were due primarily to gas purchases at lower prices in 2015 and a decrease in GCR underrecoveries, offset partially by higher postretirement benefit contributions.

 

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INVESTING ACTIVITIES

 

Presented in the following table are specific components of net cash used in investing activities for the three months ended March 31, 2015 and 2014:

 

								In Millions
Three Months Ended March 31		2015			2014			Change
CMS Energy, including Consumers
Capital expenditures		$	(348	)	$	(304	)	$	(44	)
DB SERP fund contributions		(25		)	-			(25		)
Costs to retire property and other		(49		)	(42		)	(7		)
Net cash used in investing activities		$	(422	)	$	(346	)	$	(76	)
Consumers
Capital expenditures		$	(345	)	$	(302	)	$	(43	)
DB SERP fund contributions		(17		)	-			(17		)
Costs to retire property and other		(21		)	(13		)	(8		)
Net cash used in investing activities		$	(383	)	$	(315	)	$	(68	)

 

For the three months ended March 31, 2015, net cash used in investing activities at CMS Energy increased $76 million compared with 2014, and net cash used in investing activities at Consumers increased $68 million compared with 2014.  The changes were due primarily to an increase in capital expenditures under Consumers’ capital investment program and to DB SERP fund contributions in 2015.

 

FINANCING ACTIVITIES

 

Presented in the following table are specific components of net cash provided by (used in) financing activities for the three months ended March 31, 2015 and 2014:

 

								In Millions
Three Months Ended March 31		2015			2014			Change
CMS Energy, including Consumers
Issuance of debt		$	229		$	644		$	(415	)
Retirement of debt		(100		)	(104		)	4
Payment of dividends on common stock		(80		)	(72		)	(8		)
Decrease in notes payable		(60		)	(170		)	110
Other financing activities		(12		)	23			(35		)
Net cash provided by (used in) financing activities		$	(23	)	$	321		$	(344	)
Consumers
Retirement of debt		$	(11	)	$	(11	)	$	-
Payment of dividends on common stock		(122		)	(135		)	13
Stockholder contribution from CMS Energy		150			150			-
Decrease in notes payable		(60		)	(170		)	110
Other financing activities		(6		)	(5		)	(1		)
Net cash used in financing activities		$	(49	)	$	(171	)	$	122

 

For the three months ended March 31, 2015, net cash provided by financing activities at CMS Energy decreased $344 million compared with 2014, and net cash used in financing activities at Consumers decreased $122 million compared with 2014.  At CMS Energy, the change was due primarily to a decrease in debt issuances, offset partially by lower repayments under Consumers’ commercial paper and accounts receivable sales programs.  At Consumers, the change was due primarily to lower repayments under its commercial paper and accounts receivable sales programs.

 

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CAPITAL RESOURCES AND LIQUIDITY

 

CMS Energy uses dividends from its subsidiaries and external financing and capital transactions to invest in its utility and non-utility businesses, retire debt, pay dividends, and fund its other obligations.  The ability of CMS Energy’s subsidiaries, including Consumers, to pay dividends to CMS Energy depends upon each subsidiary’s revenues, earnings, cash needs, and other factors.  In addition, Consumers’ ability to pay dividends is restricted by certain terms included in its debt covenants and articles of incorporation and potentially by FERC requirements and provisions under the Federal Power Act and the Natural Gas Act.  For additional details on Consumers’ dividend restrictions, see Note 4, Financings and Capitalization – Dividend Restrictions.  For the three months ended March 31, 2015, Consumers paid $122 million in dividends on its common stock to CMS Energy.

 

Consumers uses cash flows generated from operations and external financing transactions, as well as stockholder contributions from CMS Energy, to fund capital expenditures, retire debt, pay dividends, contribute to its employee benefit plans, and fund its other obligations.  As a result of accelerated pension funding in recent years and several initiatives to reduce costs, Consumers anticipates continued strong cash flows from operating activities in 2015.

 

Access to the financial and capital markets depends on CMS Energy’s and Consumers’ credit ratings and on market conditions.  As evidenced by past financing transactions, CMS Energy and Consumers have had ready access to these markets.  Barring major market dislocations or disruptions, CMS Energy and Consumers expect to continue to have ready access to the financial and capital markets.  If access to these markets were to diminish or otherwise become restricted, CMS Energy and Consumers would implement contingency plans to address debt maturities, which could include reduced capital spending.  Presented in the following table are CMS Energy’s and Consumers’ secured revolving credit facilities available at March 31, 2015:

 

										In Millions
		Amount of		Amount		Letters of Credit		Amount
		Facility		Borrowed		Outstanding		Available		Expiration Date
CMS Energy parent
Revolving credit facility1		$   550		$   100		$    3		$  447		December 2018
Consumers
Revolving credit facility2		$   650		$        -		$  10		$  640		December 2018
Revolving credit facility2		30		-		30		-		May 2018

 

1 Obligations under this facility are secured by Consumers common stock.

 

2 Obligations under this facility are secured by FMBs of Consumers.

 

CMS Energy and Consumers use these credit facilities for general working capital purposes and to issue letters of credit.  Additional sources of liquidity are Consumers’ revolving accounts receivable sales program and its commercial paper program.  Consumers’ revolving accounts receivable sales program allows it to transfer up to $250 million of eligible accounts receivable as a secured borrowing.  At March 31, 2015, $250 million of accounts receivable were eligible and available for transfer under this program.  Consumers’ commercial paper program allows Consumers  to issue, in one or more placements, commercial paper notes with maturities of up to 365 days and that bear interest at fixed or floating rates.  These issuances are supported by Consumers’ $650 million revolving credit facility and may have an aggregate principal amount outstanding of up to $500 million.  While the amount of outstanding commercial paper does not reduce the revolving credit facility’s available capacity, Consumers would not issue commercial paper in an amount exceeding the available facility capacity.  At March 31, 2015, no commercial paper notes were outstanding under this program.

 

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Certain of CMS Energy’s and Consumers’ credit agreements, debt indentures, and other facilities contain covenants that require CMS Energy and Consumers to maintain certain financial ratios, as defined therein.  At March 31, 2015, no default had occurred with respect to any financial covenants contained in CMS Energy’s and Consumers’ credit agreements, debt indentures, or other facilities.  CMS Energy and Consumers were each in compliance with these covenants as of March 31, 2015, as presented in the following table:

 

		March 31, 2015
Description		Limit			Actual
CMS Energy parent
Debt to EBITDA1,2		<	6.0 to 1.0		4.7 to 1.0
Interest Coverage2		>	2.0 to 1.0		4.5 to 1.0
Consumers
Debt to Capital3		<	0.65 to 1.0		0.47 to 1.0

 

1 Applies to CMS Energy’s $550 million revolving credit agreement.

 

2 Applies to CMS Energy’s $180 million term loan credit agreement.

 

3 Applies to Consumers’ $650 million and $30 million revolving credit agreements, $35 million and $68 million reimbursement agreements, and $250 million revolving accounts receivable sales agreement.

 

Components of CMS Energy’s and Consumers’ cash management plan include controlling operating expenses and capital expenditures and evaluating market conditions for financing and refinancing opportunities.  CMS Energy’s and Consumers’ present level of cash and expected cash flows from operating activities, together with access to sources of liquidity, are anticipated to be sufficient to fund the companies’ contractual obligations for 2015 and beyond.

 

OFF-BALANCE-SHEET ARRANGEMENTS

 

CMS Energy, Consumers, and certain of their subsidiaries enter into various arrangements in the normal course of business to facilitate commercial transactions with third parties.  These arrangements include indemnities, surety bonds, letters of credit, and financial and performance guarantees.  Indemnities are usually agreements to reimburse a counterparty that may incur losses due to outside claims or breach of contract terms.  The maximum payment that could be required under a number of these indemnity obligations is not estimable; the maximum obligation under indemnities for which such amounts were estimable was $148 million at March 31, 2015.  While CMS Energy and Consumers believe it is unlikely that they will incur any material losses related to indemnities they have not recorded as liabilities, they cannot predict the impact of these contingent obligations on their liquidity and financial condition.  For additional details on these and other guarantee arrangements, see Note 3, Contingencies and Commitments – Guarantees.

 

OUTLOOK

 

Several business trends and uncertainties may affect CMS Energy’s and Consumers’ financial condition and results of operations.  These trends and uncertainties could have a material impact on CMS Energy’s and Consumers’ consolidated income, cash flows, or financial position.  For additional details regarding these and other uncertainties, see Forward-Looking Statements and Information; Note 2, Regulatory Matters; Note 3, Contingencies and Commitments; and Part II – Item 1A. Risk Factors.

 

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CONSUMERS ELECTRIC UTILITY AND GAS UTILITY BUSINESS OUTLOOK AND UNCERTAINTIES

 

Energy Optimization Plan:  The 2008 Energy Law requires Consumers to achieve cumulative reductions of 5.6 percent in customers’ electricity use and 3.9 percent in customers’ natural gas use by December 31, 2015.  Under its energy optimization plan, Consumers provides its customers with incentives to reduce usage by offering energy audits, rebates and discounts on purchases of highly efficient appliances, and other incentives and programs.  At March 31, 2015, Consumers had achieved cumulative reductions of 6.3 percent in customers’ electricity use and 4.4 percent in customers’ natural gas use; the savings results will be certified at the end of the plan year by a third party.

 

Smart Energy:  Consumers’ grid modernization effort continues.  In 2012, Consumers began installing smart meters for electric residential and small business customers in western Michigan.  One of the functions of smart meters is to allow customers to monitor and manage their energy usage, which Consumers expects will help reduce demand during critical peak times, resulting in lower peak electric capacity requirements.  The installation of smart meters should also provide for both operational and customer benefits.  As of March 31, 2015, Consumers had upgraded 447,000 electric customers in western Michigan to smart meters.  Of the customers scheduled for the upgrade, 0.5 percent have chosen not to participate in the smart meter program.

 

Consumers is able to disconnect and reconnect service, read, and bill from smart meters remotely; further functionality will continue to be added through 2015.  Consumers expects that it will have installed a total of 1.8 million smart meters throughout its service territory by the end of 2017.  Consumers also plans to install 600,000 communication modules on gas meters in areas where Consumers provides both electricity and natural gas to customers.

 

CONSUMERS ELECTRIC UTILITY BUSINESS OUTLOOK AND UNCERTAINTIES

 

Clean Energy Plan:  Consumers continues to experience increasing demand for electricity due to Michigan’s recovering economy and increased use of air conditioning, consumer electronics, and other electric devices, offset partially by the predicted effects of energy efficiency and conservation.  In order to address future capacity requirements and growing electric demand in Michigan, Consumers has a comprehensive clean energy plan designed to meet the short-term and long-term electricity needs of its customers through:

 

·                 energy efficiency;

·                 demand management;

·                 expanded use of renewable energy;

·                 construction or purchase of electric generating units;

·                 continued operation or upgrade of existing units; and

·                 purchases of short-term market capacity.

 

In 2013, Consumers signed an agreement to purchase a 540-MW natural gas-fueled electric generating plant located in Jackson, Michigan for $155 million from AlphaGen Power LLC and DPC Juniper, LLC, affiliates of JPMorgan Chase & Co.  As provided for in the agreement, the purchase is subject to FERC, MPSC, and other approvals.  Consumers received approval from FERC for the purchase in September 2014.  Consumers expects to close the purchase in early 2016.

 

In January 2014, as a result of this planned purchase, Consumers announced plans to defer the development of its proposed 700-MW natural gas-fueled electric generating plant at its Thetford complex in Genesee County, Michigan, which Consumers estimated would have cost $700 million.  The MDEQ granted an extension of the project’s air permit in January 2015.  The permit will be void if Consumers does not start construction or obtain a further extension before July 2016.

 

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In September 2014, Consumers completed a reverse auction to purchase generation capacity for 2015 through 2020.  Under the contracts entered into as a result of the reverse auction, which were approved by the MPSC in January 2015, Consumers has purchased 350 MW of capacity for 2015, which represents four percent of Consumers’ capacity requirements for 2015.  These contracts, combined with other sources, are expected to cover all of Consumers’ remaining capacity shortfall for 2015.

 

With the planned retirement of seven smaller coal-fueled electric generating units in 2016, the purchase of the natural gas-fueled electric generating plant, upgrades at Ludington, energy efficiency programs, and demand management programs, Consumers expects its existing resources to be adequate to meet the capacity requirements of its full-service customers for 2016 through 2020.  As demand forecasts become more certain, Consumers may take additional actions to cover any remaining capacity requirements, including participation in the annual MISO planning resource auction.

 

Renewable Energy Plan:  Consumers’ renewable energy plan details how Consumers expects to meet REC and capacity standards prescribed by the 2008 Energy Law.  This law requires Consumers to submit RECs, which represent proof that the associated electricity was generated from a renewable energy resource in an amount equal to at least ten percent of Consumers’ electric sales volume (estimated to be 3.3 million RECs annually) in 2015 and each year thereafter.  Under its renewable energy plan, Consumers expects to meet its renewable energy requirement each year with a combination of newly generated RECs and previously generated RECs carried over from prior years.

 

The 2008 Energy Law also requires Consumers to obtain 500 MW of new capacity from renewable energy resources by the end of 2015, either through generation resources owned by Consumers or through agreements to purchase capacity from other parties.  With the completion of the Cross Winds® Energy Park in December 2014, Consumers met its renewable capacity requirement one year earlier than required.  Consumers has contracted for the purchase of 298 MW of nameplate capacity from renewable energy suppliers and owns 212 MW of nameplate capacity at its Lake Winds® and Cross Winds® Energy Parks.

 

Cross Winds® Energy Park will qualify for certain federal production tax credits that should reduce significantly the cost of complying with the renewable requirements of the 2008 Energy Law.  Consumers expects to receive $100 million to $120 million of federal production tax credits, which will be realized over the first ten years of the wind project’s operation.  These cost savings will be passed on to customers.

 

Electric Customer Deliveries and Revenue:  Consumers’ electric customer deliveries are largely dependent on Michigan’s economy.  Consumers expects weather-adjusted electric deliveries to increase in 2015 by 1.0 percent compared with 2014.

 

Over the next five years, Consumers expects average electric delivery growth of about 0.5 percent annually.  This increase reflects growth in electric demand, offset partially by the predicted effects of energy efficiency programs and appliance efficiency standards.  Actual delivery levels will depend on:

 

·                 energy conservation measures and results of energy efficiency programs;

·                 weather fluctuations; and

·                 Michigan’s economic conditions, including utilization, expansion, or contraction of manufacturing facilities, population trends, and housing activity.

 

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Electric ROA:  The 2008 Energy Law allows electric customers in Consumers’ service territory to buy electric generation service from alternative electric suppliers in an aggregate amount up to ten percent of Consumers’ weather-adjusted retail sales of the preceding calendar year.  At March 31, 2015, electric deliveries under the ROA program were at the ten-percent limit and alternative electric suppliers were providing 761 MW of generation service to ROA customers.  Of Consumers’ 1.8 million electric customers, 306 customers, or 0.02 percent, purchased electric generation service under the ROA program.

 

In March 2015, members of the Michigan Senate and House of Representatives introduced various bills related to ROA.  These bills propose a range of changes to ROA, including eliminating ROA, maintaining the existing ROA program but imposing conditions on a customer’s return to utility service, and raising the ROA limit.  Consumers is unable to predict the form and timing of any final legislation or whether other bills might be introduced in 2015.  An increase to the ROA limit could negatively affect Consumers’ financial results and operations.

 

Governor’s Energy Initiative:  In March 2015, Michigan’s governor outlined several key goals for the state’s energy policy, with a focus on increasing the use of clean energy sources, reducing Michigan’s reliance on coal, deploying smart meters, investing in the power grid and pipeline system, eliminating energy waste, and ensuring affordable, reliable, and adaptable energy while protecting the environment.

 

Electric Transmission:  In 2012, ReliabilityFirst Corporation informed Consumers that Consumers may not be properly registered to meet certain NERC electric reliability standards.  Consumers assessed its registration status, taking into consideration FERC’s December 2012 order on the definition of a bulk electric system, and in 2013 Consumers notified ReliabilityFirst Corporation that it was preparing to register as a transmission owner, transmission planner, and transmission operator.  In light of this order, Consumers reviewed the classification of certain electric distribution assets and, in April 2014, filed an application for reclassification with the MPSC.  In October 2014, the MPSC approved a settlement agreement that will allow Consumers to reclassify $34 million of net plant assets from distribution to transmission, subject to FERC approval.  FERC approved the reclassification in April 2015.

 

In a separate matter, METC notified Consumers that the reclassified assets need to be conveyed by Consumers to METC under the terms of the DTIA.  Consumers disagrees with METC’s interpretation of the provisions of the DTIA.

 

Electric Rate Matters:  Rate matters are critical to Consumers’ electric utility business.  For additional details on rate matters, see Note 2, Regulatory Matters.

 

Electric Rate Design:  In June 2014, Michigan’s governor signed legislation requiring the MPSC to explore alternative cost allocation and rate design methods that would promote affordable and competitive rates for all electric customers.  In conjunction with this legislation, Consumers submitted to the MPSC a proposal for a new electric rate design in October 2014.  This proposed new design will better ensure that rates are equal to the cost of service and will have the effect of making rates for energy-intensive industrial customers more competitive, while keeping residential bills affordable.  Consumers incorporated its proposed new rate design into the rate case it filed in December 2014.

 

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Electric Rate Case:  In December 2014, Consumers filed an application with the MPSC seeking an annual rate increase of $163 million, based on a 10.7 percent authorized return on equity.  The filing requested authority to recover new investment in system reliability, environmental compliance, and technology enhancements.  Presented in the following table are the components of the requested increase in revenue:

 

		In Millions
Components of the rate increase
Investment in rate base		$	185
Addition of natural gas-fueled electric generating plant			35
Operating and maintenance costs			26
Cost of capital			21
Working capital			6
Cost-reduction initiatives			(80	)
Gross margin			(30	)
Total		$	163

 

The filing also seeks approval of an investment recovery mechanism that would allow recovery of an additional $163 million in total for incremental investments that Consumers plans to make in 2016 and 2017 and $78 million for incremental investments planned in 2018, subject to reconciliation.

 

Depreciation Rate Case:  In June 2014, Consumers filed a depreciation case related to its electric and common utility property.  In this case, Consumers requested an increase in depreciation expense, and its recovery of that expense, of $28 million annually.  In April 2015, Consumers filed a settlement agreement with the MPSC, under which the parties agreed to an increase in Consumers’ depreciation expense, and its recovery of that expense, of $6 million annually.

 

Electric Environmental Outlook:  Consumers’ operations are subject to various state and federal environmental laws and regulations.  Consumers estimates that it will incur expenditures of $0.8 billion from 2015 through 2019 to continue to comply with the Clean Air Act, Clean Water Act, and numerous state and federal environmental regulations.  Consumers expects to recover these costs in customer rates, but cannot guarantee this result.  Consumers’ primary environmental compliance focus includes, but is not limited to, the following matters:

 

Air Quality:  In 2011, the EPA released CSAPR, a final replacement rule for CAIR, which requires Michigan and 27 other states to improve air quality by reducing power plant emissions that, according to EPA computer models, contribute to ground-level ozone and fine particle pollution in other downwind states.  In 2012, the U.S. Court of Appeals for the D.C. Circuit voided CSAPR and held that CAIR would remain in place until the EPA promulgated a new rule.  This matter was appealed to the U.S. Supreme Court, which upheld and remanded the decision back to the D.C. Circuit for additional action in April 2014.  The D.C. Circuit has reinstated CSAPR, effective January 2015.  Several states and industry groups continue to challenge CSAPR in the D.C. Circuit.  Consumers’ emissions are projected to be within the CSAPR allowance allocations.

 

In 2012, the EPA published emission standards for electric generating units, based on Section 112 of the Clean Air Act, calling the final rule MATS.  Under MATS, all of Consumers’ existing coal-fueled electric generating units are required to add additional controls for hazardous air pollutants.  Compliance is required by April 2015, unless an extension is granted by the MDEQ.  Consumers has received a one-year extension for ten of its coal-fueled units.  To accommodate recent changes to MATS, Consumers also received a one-year extension for its two oil/gas-fueled units and a six-month extension for its two other coal-fueled units, which have the necessary pollution equipment already installed.  Consumers expects to meet the extended deadline for the five coal-fueled units and two oil/gas-fueled units it intends to

 

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continue operating and plans to retire the remaining seven coal-fueled units by the extended deadline.  MATS is presently being litigated and the U.S. Supreme Court is expected to issue a ruling in 2015.

 

In November 2014, the EPA proposed a new rule to lower the NAAQS for ozone.  The EPA is under a court-ordered deadline to finalize the revised ozone NAAQS by October 2015.  The new ozone NAAQS are expected to make it more difficult to construct or modify power plants.

 

Presently, Consumers’ strategy to comply with air quality regulations, including CAIR, CSAPR, NAAQS, and MATS, involves the installation of emission control equipment at some facilities and the suspension of operations at others; however, Consumers continues to evaluate these rules in conjunction with other EPA rulemakings, litigation, and congressional action.  This evaluation could result in:

 

·                 changes in environmental compliance costs related to Consumers’ coal-fueled power plants;

·                 a change in the fuel mix at coal-fueled and oil-fueled power plants;

·                 changes in how certain plants are used; and

·                 the retirement, mothballing, or repowering with an alternative fuel of some of Consumers’ generating units.

 

Greenhouse Gases:  There have been numerous legislative and regulatory initiatives at the state, regional, and national levels that involve the regulation of greenhouse gases.  Consumers continues to monitor and comment on these initiatives and to follow litigation involving greenhouse gases.  Consumers believes Congress may eventually pass greenhouse gas legislation, but is unable to predict the form and timing of any final legislation.

 

In January 2014, the EPA published proposed rules pursuant to Section 111(b) of the Clean Air Act to limit carbon dioxide emissions from new electric generating units.  New coal-fueled units would not be able to meet this limit without installing carbon dioxide control equipment using such methods as carbon capture and sequestration.  The proposed rules for new sources are expected to be finalized in 2015.

 

In June 2014, the EPA published proposed rules pursuant to Section 111(d) of the Clean Air Act to limit carbon dioxide emissions from existing electric generating units, calling the rules the “Clean Power Plan.”  The proposed rules would require a 30 percent nationwide reduction in carbon emissions from existing power plants by 2030 (based on 2005 levels).  Each state would have a tailored target based on its circumstances, and Consumers expects that Michigan would be required to achieve a 31 percent reduction from 2012 levels, but there is significant uncertainty regarding the final targets.  The rules for existing sources are expected to be finalized in 2015.  Subsequent state implementation plans are due in 2016, but extensions are available.  In addition, the Clean Power Plan is presently being litigated in the U.S. Court of Appeals for the D.C. Circuit.

 

Consumers believes that its clean energy plan, its present carbon reduction target, and its emphasis on supply diversity will position it favorably to deal with the impact of carbon regulation, but cannot predict the final outcome of either of these EPA proposals or of Michigan’s implementation plan.  Consumers will continue to monitor regulatory activity regarding greenhouse gas emissions standards that may affect electric generating units.

 

Litigation, as well as federal laws, EPA regulations regarding greenhouse gases, or similar treaties, state laws, or rules, if enacted or ratified, could require Consumers to replace equipment, install additional emission control equipment, purchase emission allowances, curtail operations, arrange for alternative sources of supply, or take other steps to manage or lower the emission of greenhouse gases.  Although associated capital or operating costs relating to greenhouse gas regulation or legislation could be material and cost recovery cannot be assured, Consumers expects to recover these costs and capital expenditures in rates consistent with the recovery of other reasonable costs of complying with environmental laws and regulations.

 

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CCRs:  In April 2015, the EPA published a final rule regulating CCRs, such as coal ash, under the Resource Conservation and Recovery Act. The final rule adopts non-hazardous minimum standards for beneficially reusing and disposing of CCRs. The rule establishes new minimum requirements for site location, groundwater monitoring, flood protection, storm water design, fugitive dust control, and public disclosure of information.  The rule also sets out conditions under which CCR units would be forced to cease receiving CCR and non-CCR waste and initiate closure based on the inability to achieve minimum safety standards, meet a location standard, or meet minimum groundwater standards.  Consumers expects that it may accelerate some planned capital and cost of removal expenditures at its coal-fueled units to meet compliance deadlines, but is still evaluating the impacts of this rule.

 

Water:  The EPA’s rule to regulate existing electric generating plant cooling water intake systems under Section 316(b) of the Clean Water Act became effective in October 2014.  The rule is aimed at reducing alleged harmful impacts on fish and shellfish.  Consumers does not expect any adverse changes to its environmental strategy as a result of the final rule.  Consumers also expects the EPA to issue final effluent limitation guidelines in 2015 that may require physical and/or chemical treatment of wastewater discharges from electric generating plants.  Consumers will evaluate these rules and their potential impacts on Consumers’ electric generating plants once they are final.

 

Many of Consumers’ facilities maintain NPDES permits, which are valid for five years and vital to the facilities’ operations.  Failure of the MDEQ to renew any NPDES permit, a successful appeal against a permit, or onerous terms contained in a permit could have a significant detrimental effect on the operations of a facility.

 

PCBs:  In 2010, the EPA issued an Advance Notice of Proposed Rulemaking, indicating that it is considering a variety of regulatory actions with respect to PCBs.  One approach would aim to phase out equipment containing PCBs by 2025.  Another approach would eliminate an exemption for small equipment containing PCBs.  To comply with any such regulatory actions, Consumers could incur substantial costs associated with existing electrical equipment potentially containing PCBs.  A proposed rule is expected in 2015.

 

Other electric environmental matters could have a major impact on Consumers’ outlook.  For additional details on other electric environmental matters, see Note 3, Contingencies and Commitments – Consumers Electric Utility Contingencies, “Electric Environmental Matters.”

 

CONSUMERS GAS UTILITY BUSINESS OUTLOOK AND UNCERTAINTIES

 

Gas Deliveries:  Consumers expects weather-adjusted gas deliveries in 2015 and over the next five years to remain stable relative to 2014.  This outlook reflects modest growth in gas demand offset by the predicted effects of energy efficiency and conservation.  Actual delivery levels from year to year may vary from this expectation due to:

 

·                 weather fluctuations;

·                 use by power producers;

·                 availability and development of renewable energy sources;

·                 gas price changes;

·                  Michigan economic conditions, including population trends and housing activity;

·                 the price of competing energy sources or fuels; and

·                 energy efficiency and conservation impacts.

 

Gas Environmental Outlook:  Consumers expects to incur response activity costs at a number of sites, including 23 former MGP sites.  For additional details, see Note 3, Contingencies and Commitments – Consumers Gas Utility Contingencies, “Gas Environmental Matters.”

 

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ENTERPRISES OUTLOOK AND UNCERTAINTIES

 

The primary focus with respect to CMS Energy’s non-utility businesses is to optimize cash flow and maximize the value of their assets.

 

Trends, uncertainties, and other matters that could have a material impact on CMS Energy’s consolidated income, cash flows, or financial position include:

 

·                 indemnity and environmental remediation obligations at Bay Harbor;

·                 obligations related to a tax claim from the government of Equatorial Guinea;

·                 the outcome of certain legal proceedings;

·                 impacts of declines in electricity prices on the profitability of the enterprises segment’s generating units;

·                 representations, warranties, and indemnities provided by CMS Energy in connection with previous sales of assets;

·                 changes in commodity prices and interest rates on certain derivative contracts that do not qualify for hedge accounting and must be marked to market through earnings;

·                 changes in various environmental laws, regulations, principles, or practices, or in their interpretation; and

·                 economic conditions in Michigan, including population trends and housing activity.

 

For additional details regarding the enterprises segment’s uncertainties, see Note 3, Contingencies and Commitments.

 

OTHER OUTLOOK AND UNCERTAINTIES

 

EnerBank:  EnerBank is a Utah state-chartered, FDIC-insured industrial bank providing unsecured consumer installment loans for financing home improvements.  EnerBank represented three percent of CMS Energy’s net assets at March 31, 2015 and three percent of CMS Energy’s net income available to common stockholders for the three months ended March 31, 2015.  The carrying value of EnerBank’s loan portfolio was $967 million at March 31, 2015.  Its loan portfolio was funded primarily by deposit liabilities of $924 million.  The twelve-month rolling average default rate on loans held by EnerBank has remained stable at 0.6 percent at March 31, 2015.  CMS Energy is required both by law and by contract to provide financial support, including infusing additional capital, to ensure that EnerBank satisfies mandated capital requirements and has sufficient liquidity to operate.  With its self-funding plan, EnerBank has exceeded these requirements historically and exceeded them as of March 31, 2015.

 

Union Contract:  The present UWUA agreement for operating, maintenance, and construction employees expires in June 2015.  In April 2015, Consumers reached a tentative agreement with the UWUA on a new five-year contract for these UWUA members.  The new contract is expected to be ratified in May 2015.

 

Litigation:  CMS Energy, Consumers, and certain of their subsidiaries are named as parties in various litigation matters, as well as in administrative proceedings before various courts and governmental agencies, arising in the ordinary course of business.  For additional details regarding these and other legal matters, see Note 2, Regulatory Matters and Note 3, Contingencies and Commitments.

 

NEW ACCOUNTING STANDARDS

 

For details regarding new accounting standards issued but not yet effective, see Note 1, New Accounting Standards.

 

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CMS Energy Corporation

Consolidated Statements of Income

(Unaudited)

 

In Millions, Except Per Share Amounts
Three Months Ended March 31		2015			2014
Operating Revenue		$	2,111		$	2,523
Operating Expenses
Fuel for electric generation		167			219
Purchased and interchange power		349			498
Purchased power – related parties		23			24
Cost of gas sold		589			834
Maintenance and other operating expenses		283			266
Depreciation and amortization		222			199
General taxes		81			75
Total operating expenses		1,714			2,115
Operating Income		397			408
Other Income (Expense)
Interest income		1			-
Allowance for equity funds used during construction		2			2
Income from equity method investees		4			4
Other income		3			3
Other expense		(4		)	(7		)
Total other income		6			2
Interest Charges
Interest on long-term debt		96			97
Other interest expense		6			5
Allowance for borrowed funds used during construction		(1		)	(1		)
Total interest charges		101			101
Income Before Income Taxes		302			309
Income Tax Expense		100			105
Net Income Available to Common Stockholders		$	202		$	204
Basic Earnings Per Average Common Share		$	0.73		$	0.77
Diluted Earnings Per Average Common Share		$	0.73		$	0.75
Dividends Declared Per Common Share		$	0.29		$	0.27

 

The accompanying notes are an integral part of these statements.

 

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