Consumers Energy Annual Report
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2 012 CONSUMERS ENERGY ANNUAL REPORT Consumers Energy KeyOperatingStatistics Consumers Energy 10 millionresidents. LowerPeninsulaandserves6.6millionofMichigan’s and/or naturalgasserviceinMichigan’s provideselectric ConsumersEnergy istheprincipalsubsidiaryofCMSEnergy. Consumers Energy About ConsumersEnergy 08 3,594 ($ millions) Revenue Operating ELECTRIC 09 3,407 10 3,802 11 3,913 12 4,031 08 37 (Billions ofkWh) Sales Electric 09 36 10 38 11 38 12 38 (i) 08 2,827 ($ millions) Revenue Operating GAS 09 2,556 10 2,354 11 2,340 12 1,982 08 338 (bcf) to Customers Gas Deliveries 09 319 10 317 11 337 12 329 Board of Directors* Merribel S. Ayres Jon E. BarÀeld Stephen E. Ewing Richard M. Gabrys William D. Harvey David W. Joos Philip R. Lochner, Jr. Michael T. Monahan John G. Russell Kenneth L. Way Laura H. Wright John B. Yasinsky * (i) Ms. Ayres will not be standing for election at the 2013 annual meeting, (ii) Ms. Wright joined the Board on February 18, 2013 and (iii) pages 12-15 of CMS Energy’s proxy statement relating to the 2013 annual meeting of shareholders to be held May 17, 2013, include biographies about the 2013 director nominees. (ii) Executive OfÀcers John G. Russell President and Chief Executive OfÀcer, CMS Energy and Consumers Energy Thomas J. Webb Executive Vice President and Chief Financial OfÀcer, CMS Energy and Consumers Energy James E. Brunner Senior Vice President and General Counsel, CMS Energy and Consumers Energy John M. Butler Senior Vice President, Human Resources and Shared Services, CMS Energy and Consumers Energy David G. Mengebier Senior Vice President, Governmental and Public Affairs and Chief Compliance OfÀcer, CMS Energy and Consumers Energy Jackson L. Hanson Senior Vice President, Energy Resources, Consumers Energy Daniel J. Malone Senior Vice President, Distribution and Customer Operations, Consumers Energy Glenn P. Barba Vice President, Controller and Chief Accounting OfÀcer, CMS Energy and Consumers Energy (iii) (This page intentionally left blank) (iv) Shareowner Information The most recent certiÀcations by our chief Financial and Operating Information executive and chief Ànancial ofÀcers pursuant Investor Relations Department to Section 302 and Section 906 of the One Energy Plaza Sarbanes-Oxley Act of 2002, regarding the Jackson, MI 49201-2357 quality of our public disclosures, are Àled as exhibits to our Form 10-K for 2012. Our chief Telephone: (517) 788-2590 executive ofÀcer’s most recent certiÀcation to the New York Stock Exchange, regarding Transfer Agent, Registrar and Paying Agent compliance with the Exchange’s corporate Investor Services Department governance listing standards, was submitted One Energy Plaza June 4, 2012. Jackson, MI 49201-2357 2013 Annual Meeting CMS Energy Stock Ownership Consumers Energy’s 2013 annual meeting is CMS Energy shareowners can choose either scheduled for 9 a.m. on May 17 at the direct or indirect CMS Energy stock company’s headquarters at One Energy Plaza, ownership. With direct stock ownership, Jackson, Michigan. Security holder documents shares are registered in your name; you can will be mailed in April and will be available in purchase additional shares directly from the the Investor Relations section of CMS Energy’s company with no commission or service website, www.cmsenergy.com. charge; you can enjoy the beneÀts of direct communication with the company; and you can Stock Exchange Listing participate in the CMS Energy stock purchase CMS Energy Common Stock (CMS) and plan. With indirect stock ownership, your Consumers Energy Preferred Stock (CMS-PA shares are held in “street name” by a broker, and CMS-PB) are traded on the New York and communications from the company come Stock Exchange. through your broker, rather than directly from the company. If you are interested in direct Shareowner Information ownership, please visit CMS Energy’s website, Our services for shareowners are available in www.cmsenergy.com/shareholder or contact the Shareholder Services section of CMS Investor Services. Energy’s website, www.cmsenergy.com. Financial reports, recent Àlings with the Eliminate Duplicate Mailings Securities and Exchange Commission and Shareowners who receive multiple copies of news releases are available in the Investor this annual report and the Consumers Energy Relations section of CMS Energy’s website. information statement, due to multiple accounts at the same address, can request Inquiries about stock ownership, stock the elimination of duplicate documents. purchase, change of address, dividend Shareowners of record should contact the payments, dividend reinvestment and CMS Investor Services Department; other Energy’s stock purchase plan also may be shareowners should contact their broker. directed to: Shareowners who want to receive these documents electronically instead of in print Investor Services Department form should contact Investor Services or their One Energy Plaza broker. Jackson, MI 49201-2357 Telephone: (517) 788-1868 Fax: (517) 788-1859 E-mail: [email protected] (v) (This page intentionally left blank) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR អ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION 38-2726431 (A Michigan Corporation) One Energy Plaza, Jackson, Michigan 49201 (517) 788-0550 1-5611 CONSUMERS ENERGY COMPANY 38-0442310 (A Michigan Corporation) One Energy Plaza, Jackson, Michigan 49201 (517) 788-0550 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Registrant Title of Class on Which Registered CMS Energy Corporation Common Stock, $0.01 par value New York Stock Exchange Consumers Energy Company Preferred Stocks, $100 par value: $4.16 New York Stock Exchange Series, $4.50 Series Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. CMS Energy Corporation: Yes ፤ No អ Consumers Energy Company: Yes ፤ No អ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. CMS Energy Corporation: Yes អ No ፤ Consumers Energy Company: Yes អ No ፤ 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 ፤ Noអ Consumers Energy Company: Yes ፤ Noអ 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 ፤ No អ Consumers Energy Company: Yes ፤ No អ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. អ 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 ፤ Accelerated filer អ Non-Accelerated filer អ Smaller reporting company អ (Do not check if a smaller reporting company) Consumers Energy Company: Large accelerated filer អ Accelerated filer អ Non-Accelerated filer ፤ Smaller reporting company អ (Do not check if a smaller reporting company) 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 អ No ፤ Consumers Energy Company: Yes អ No ፤ The aggregate market value of CMS Energy voting and non-voting common equity held by non-affiliates was $6.165 billion for the 262,346,966 CMS Energy Common Stock shares outstanding on June 29, 2012 based on the closing sale price of $23.50 for CMS Energy Common Stock, as reported by the New York Stock Exchange on such date. There were 265,935,441 shares of CMS Energy Common Stock outstanding on February 8, 2013, including 1,091,320 shares owned by Consumers Energy Company. On February 21, 2013, CMS Energy held all voting and non-voting common equity of Consumers. Documents incorporated by reference in Part III: CMS Energy’s proxy statement and Consumers’ information statement relating to the 2013 annual meeting of stockholders to be held May 17, 2013. CMS Energy Corporation Consumers Energy Company Annual Reports on Form 10-K to the Securities and Exchange Commission for the Year Ended December 31, 2012 TABLE OF CONTENTS Page Glossary .............................................................................................................................................3