CMS Energy Corp., Consumer Energy Co., and Panhandle Eastern Pipe
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K f[] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 El OR 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) Fairlane Plaza South, Suite 1100 330 Town Center Drive, Dearborn, Michigan 48126 (313)436-9200 1-5611 Consumers Energy Company 38-0442310 (A Michigan Corporation) 212 West Michigan Avenue, Jackson, Michigan 49201 (517)788-0550 1-2921 Panhandle Eastern Pipe Line Company 44-0382470 (A Delaware Corporation) 5444 Westheimer Road, P.O. Box 4967, Houston, Texas 77210-4967 (713)989-7000 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, $.01 par value CMS New York Stock Exchange Energy Trust II 8.75% Adjustable Convertible Trust Securities CMS Energy New York Stock Exchange Trust III 7.25% Premium Equity Participating Security Units Consumers Energy New York Stock Exchange Company Preferred Stocks, $100 par value: $4.16 Series, $4.50 Series Consumers Power New York Stock Exchange Company Financing I 8.36% Trust Originated Preferred Securities Consumers Energy New York Stock Exchange Company Financing II 8.20% Trust Originated Preferred Securities Consumers Energy New York Stock Exchange Company Financing III 9.25% Trust Originated Preferred Securities New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrants (1) have 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 Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes Z No El 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 Registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part Ill of this Form 10-K or any amendment to this Form 10-K. nl Panhandle Eastern Pipe Line Company meets the conditions set forth in General Instructions l(1)(a) and (b) of Form 10-K is therefore filing this Form 10-K with the reduced and disclosure format. Items 4, 6, 10, 11, 12 and 13 have been omitted and Items 1, 2 and 7 have been reduced in accordance with Instruction I. The aggregate market value of CMS Energy voting and non-voting common equity held by non-affiliates was $3,883,404,796 the 131,418,098 for CMS Energy Common Stock shares outstanding on February 28, 2001. On February 28, 2001 CMS Energy held all voting and non-voting common equity of Consumers and Panhandle. Documents incorporated by reference: CMS Energy's proxy statement and Consumers' information statement relating 2001 annual meeting of shareholders to the to be held May 25, 2001, are incorporated by reference in Part Ill, except organization and for the compensation committee report and the performance graph contained therein. CMS Energy Corporation and Consumers Energy Company and Panhandle Eastern Pipe .Line Company Annual Reports on Form 10-K to the Securities and Exchange Commission for the Year Ended December 31, 2000 This combined Form 10-K is separately filed by CMS Energy Corporation, Consumers Energy Company and Panhandle Eastern Pipe Line Company. Information contained herein relating to each individual registrant is filed by such registrant on its own behalf Accordingly, except for its subsidiaries, Consumers Energy Company and Panhandle Eastern Pipe Line Company make no representation as to information relating to any other companies affiliated with CMS Energy Corporation. TABLE OF CONTENTS Page G lossary ................... ................. ............................... 3 PART I: Item 1. B usiness ý............ ....................................................... 7 Item 2. Properties ................................................................. 30 Item 3. Legal Proceedings ...... ...... ... ...... .............................. 30 Item 4. Submission of Matters to a Vote of Security Holders ............................... 31 PART II Item 5. Market for CMS Energy's, Consumers' and Panhandle's Common Equity and Related Stockholder Matters ........................................................ 32 Item 6. Selected Financial Data ................... ................................... 32 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A Quantitative and Qualitative Disclosures About Market Risk ......................... .33 Item 8. Financial Statements and Supplementary Data ..................................... 34 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ........ ................................................. CO -I PART III Item 10. Directors and Executive Officers of CMS Energy and Consumers ..................... CO-2 Item 11. Executive Compensation.. ..................................... ..... CO-2 Item 12. Security Ownership of Certain Beneficial Owners and Management ................... CO-2 Item 13. Certain Relationships and Related Transactions .................................. CO-2 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K .................... CO-3 2 GLOSSARY Certain terms used in the text and financial statements are defined below. Association of Businesses Advocating Tariff Equity A BATE ........................... Accounting Principles Board A P B ............................. Administrative Law Judge A L J .............................. Alternative minimum tax A M T ............................. Alliance Regional Transmission Organization A lliance .......................... Petroleum Corporation, a non-affiliated company A nadarko ......................... Anadarko Articles of Incorporation A rticles ........................... Michigan Attorney General Attorney General ................... Billion cubic feet b cf . .. .. .. .. .. .. Big Rock Point nuclear power plant, owned by Consumers B ig Rock ......................... Board of Directors of CMS Energy Board of Directors .................. British thermal unit B tu . .. .. .. .. .. of two classes of common stock of CMS Energy, no par Class G Common Stock ............. One value, which reflects the separate performance of the Consumers Gas Group, redeemed in October 1999 Federal Clean Air Act, as amended Clean Air Act ..................... CMS Capital Corp., a subsidiary of Enterprises CM S Capital ...................... Electric and Gas Company, a subsidiary of Enterprises CMS Electric and Gas ............... CMS CMS Energy Corporation, the parent of Consumers and CM S Energy ...................... Enterprises two classes of common stock of CMS Energy, par value CMS Energy Common Stock ......... One of $.01 per share CMS Gas Transmission Company, a subsidiary of Enterprises CMS Gas Transmission .............. CMS Generation Co., a subsidiary of Enterprises CM S Generation ................... Holdings Company, a subsidiary of Consumers CM S Holdings ..................... CMS Midland CMS Midland Inc., a subsidiary of Consumers CM S M idland ..................... Services and Trading Company, a subsidiary of CM S M ST ........................ CMS Marketing, Enterprises Oil and Gas Company, a subsidiary of Enterprises CM S Oil and Gas .................. CMS Panhandle Holding Company, a subsidiary of CMS Gas CMS Panhandle Holding ............. CMS Transmission All classes of Common Stock of CMS Energy and each of its Common Stock .................... subsidiaries, or any of them individually, at the time of an award or grant under the Performance Incentive Stock Plan Energy Company, a subsidiary of CMS Energy Consum ers ........................ Consumers storage and transportation businesses Consumers Gas Group .............. The gas distribution, currently conducted by Consumers and Michigan Gas Storage Michigan Court of Appeals Court of Appeals ................... Choice and Electricity Reliability Act, a Michigan Customer Choice Act ............... Customer statute enacted in June 2000 that allows all retail customers choice of alternative electric suppliers no later than January 1, 2002, provides for full recovery of net stranded costs and implementation costs, establishes a five percent reduction in residential rates, establishes rate freeze and rate cap, and allows for Securitization The Detroit Edison Company, a non-affiliated company Detroit Edison ..................... U.S. Department of Energy D O E ............................. The Dow Chemical Company, a non-affiliated company D ow ............................. Demand-side management D SM ............................. 3 Duke Energy ...................... Duke Energy Corporation, a non-affiliated company EITF ............................. Emerging Issues Task Force El Chocon ........................ Hidroelectrica El Chocon S.A., an indirect subsidiary of CMS Generation Enterprises ........................ CMS Enterprises Company, a subsidiary of CMS Energy EPA .............................