8-KOther EventsExhibits & Filings

CMS ENERGY CORP 8-K Report, Corporate Update (Apr 4, 2005)

Filed April 4, 2005For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

This 8-K filing from CMS Energy Corporation (CMS) on April 4, 2005, primarily serves to incorporate by reference financial statements of Ambac Assurance Corporation (Ambac) into existing registration statements for Consumers Energy Company (Consumers). Specifically, the consolidated financial statements of Ambac for the years ended December 31, 2004, 2003, and the three-year period ending December 31, 2004, which were previously filed by Ambac Financial Group, Inc., are now being made part of Consumers Energy's registration statements. This incorporation by reference is relevant to investors considering Consumers' Insured Quarterly Notes, as these financial statements are essential for understanding the financial health and guarantees related to the notes. The filing also includes the consent of KPMG LLP, Ambac's independent registered public accounting firm, as an exhibit.

Key Highlights

  • 1CMS Energy is incorporating by reference the consolidated financial statements of Ambac Assurance Corporation and its subsidiaries.
  • 2The referenced financial statements cover the periods ending December 31, 2004, 2003, and the three-year period ending December 31, 2004.
  • 3These statements were originally filed as part of Ambac Financial Group, Inc.'s Form 10-K on March 15, 2005.
  • 4The incorporation is relevant to Consumers Energy Company's Registration Statement No. 333-120611.
  • 5It specifically applies to the Prospectus Supplement dated April 4, 2005, for Consumers' Insured Quarterly Notes offering.
  • 6The filing includes Exhibit 23.1, the consent of KPMG LLP, as the independent registered public accounting firm for Ambac Assurance Corporation.

Frequently Asked Questions

The primary purpose of this 8-K filing is to incorporate by reference the financial statements of Ambac Assurance Corporation into Consumers Energy Company's existing registration statements, particularly those related to the offering of Consumers' Insured Quarterly Notes.

Ambac Assurance Corporation provides insurance for certain debt issuances. The financial statements of Ambac are being incorporated because they are relevant to understanding the financial strength of the insurer backing Consumers Energy Company's Insured Quarterly Notes, providing investors with crucial information about the security of their investment.

The filing references the consolidated financial statements of Ambac Assurance Corporation and its subsidiaries as of December 31, 2004 and December 31, 2003, and for each of the years in the three-year period ended December 31, 2004.

The consent from KPMG LLP, Ambac Assurance Corporation's independent registered public accounting firm, is required for them to allow their audit report to be incorporated by reference into the registration statements. This assures investors that the auditors permit the use of their reports in this manner.