8-K/AFinancial EventsExhibits & Filings

CMS ENERGY CORP 8-K/A Report, Auditor Change (Feb 28, 2007)

Filed February 28, 2007For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

This Form 8-K/A filing by CMS Energy Corporation (CMS) serves as an amendment to a previous 8-K report, primarily detailing the change in their independent registered public accounting firm. Effective November 30, 2006, CMS Energy and its subsidiary Consumers Energy Company dismissed Ernst & Young LLP and subsequently appointed PricewaterhouseCoopers LLP (PWC) as their new auditors. The change was a result of a competitive bidding process and was approved by the Audit Committees of both companies' Boards of Directors. Importantly, the filing clarifies that there were no disagreements or reportable events with Ernst & Young during the relevant fiscal periods, with the exception of a remediated material weakness in internal controls over financial reporting related to income tax accounting as of December 31, 2005. Ernst & Young has completed its audit procedures for the fiscal year ended December 31, 2006. Investors should note that PWC will be the auditor for the fiscal year ending December 31, 2007.

Key Highlights

  • 1CMS Energy and Consumers Energy Company have changed their independent registered public accounting firm.
  • 2Ernst & Young LLP was dismissed effective November 30, 2006.
  • 3PricewaterhouseCoopers LLP (PWC) has been appointed as the new independent auditor.
  • 4The change in auditors was a result of a competitive bidding process and approved by the Audit Committees.
  • 5No disagreements with Ernst & Young on accounting principles or practices occurred during the relevant periods.
  • 6A remediated material weakness in internal controls over financial reporting related to income tax accounting as of December 31, 2005 was disclosed.
  • 7Ernst & Young completed audit procedures for the fiscal year ended December 31, 2006.

Frequently Asked Questions

CMS Energy and Consumers Energy Company changed their independent registered public accounting firm as a result of a competitive bidding process, as recommended and approved by the Audit Committees of their Boards of Directors.

No, the filing explicitly states there were no disagreements with Ernst & Young on any matters of accounting principles, practices, financial statement disclosure, or auditing scope. The only disclosed 'reportable event' was a material weakness in internal controls over financial reporting related to income tax accounting as of December 31, 2005, which has since been remediated.

PricewaterhouseCoopers LLP (PWC) has been appointed as the new independent registered public accounting firm for CMS Energy and Consumers Energy Company. They will be the auditor for the fiscal year ending December 31, 2007.

The dismissal of Ernst & Young was effective November 30, 2006. Ernst & Young has completed its audit procedures for the consolidated financial statements for the fiscal year ended December 31, 2006, coinciding with the filing of CMS Energy's 2006 Annual Report on Form 10-K.