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Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements and Reports of Independent Public Accountants for CMS Energy and Consumers are included in Item 8. Financial Statements and Supplementary Data and are incorporated by reference herein.

(a)(2) Index to Financial Statement Schedules.

Page
Schedule ICondensed Financial Information of Registrant CMS Energy—Parent Company
Condensed Statements of Income160
Condensed Statements of Cash Flows161
Condensed Balance Sheets162
Notes to the Condensed Financial Statements164
Schedule IIValuation and Qualifying Accounts and Reserves
CMS Energy165
Consumers165
Report of Independent Registered Public Accounting Firm
CMS Energy153
Consumers154

Schedules other than those listed above are omitted because they are either not required or not applicable, or the required information is shown in the financial statements or notes thereto. Columns omitted from schedules filed have been omitted because the information is not applicable.

(a)(3) and (b) See CMS Energy’s and Consumers’ Exhibit Index included as the last part of this report, which is incorporated herein by reference.

CMS Energy Corporation

Schedule I – Condensed Financial Information of Registrant

CMS ENERGY—PARENT COMPANY

Condensed Statements of Income

In Millions
Years Ended December 31201520142013
Operating Expenses
Other operating expenses$(9)$(6)$(6)
Total operating expenses(9)(6)(6)
Operating Loss(9)(6)(6)
Other Income (Expense)
Equity earnings of subsidiaries625585566
Interest income111
Other expense(9)(20)(8)
Total other income617566559
Interest Charges
Interest on long-term debt134150148
Intercompany interest expense and other323
Total interest charges137152151
Income Before Income Taxes471408402
Income Tax Benefit(52)(69)(50)
Net Income Available to Common Stockholders$523$477$452

The accompanying notes are an integral part of these statements.

CMS Energy Corporation

Schedule I – Condensed Financial Information of Registrant

CMS ENERGY—PARENT COMPANY

Condensed Statements of Cash Flows

In Millions
Years Ended December 31201520142013
Cash Flows from Operating Activities
Net income$523$477$452
Adjustments to reconcile net income to net cash provided by operating activities
Equity earnings of subsidiaries(625)(585)(566)
Dividends received from subsidiaries499544435
Deferred income taxes(24)3048
Cash provided by (used in) changes in assets and liabilities
Accounts and notes receivable(86)(3)(3)
Accounts payable16(2)2
Accrued taxes(115)9748
Other current and non-current assets and liabilities213118
Net cash provided by operating activities209589434
Cash Flows from Investing Activities
Investment in subsidiaries(150)(495)(150)
Return of capital-178-
Net cash used in investing activities(150)(317)(150)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt349550275
Issuance of common stock434336
Retirement of long-term debt(100)(547)(275)
Payment of dividends on common stock(320)(293)(271)
Debt issuance costs and financing fees(3)(6)(4)
Decrease in notes payable(28)(19)(47)
Net cash used in financing activities(59)(272)(286)
Net Decrease in Cash and Cash Equivalents--(2)
Cash and Cash Equivalents, Beginning of Period--2
Cash and Cash Equivalents, End of Period$-$-$-

The accompanying notes are an integral part of these statements.

CMS Energy Corporation

Schedule I – Condensed Financial Information of Registrant

CMS ENERGY—PARENT COMPANY

Condensed Balance Sheets

ASSETS

In Millions
December 3120152014
Current Assets
Notes and accrued interest receivable$88$2
Accounts receivable, including intercompany and related parties99
Total current assets9711
Plant, Property, and Equipment
Plant, property, and equipment, gross1616
Less accumulated depreciation and amortization1616
Total plant, property, and equipment--
Other Non-current Assets
Deferred income taxes340317
Investments in subsidiaries6,2405,961
Other investments – DB SERP2622
Other2323
Total other non-current assets6,6296,323
Total Assets$6,726$6,334

LIABILITIES AND EQUITY

In Millions
December 3120152014
Current Liabilities
Accounts and notes payable, including intercompany and related parties$74$86
Accrued interest, including intercompany3837
Accrued taxes23138
Other current liabilities54
Total current liabilities140265
Non-current Liabilities
Long-term debt2,6302,380
Unamortized discount(7)(7)
Postretirement benefits2224
Other non-current liabilities32
Total non-current liabilities2,6482,399
Equity
Common stockholders’ equity3,9383,670
Total Liabilities and Equity$6,726$6,334

The accompanying notes are an integral part of these statements.

CMS Energy Corporation

Schedule I – Condensed Financial Information of Registrant

CMS ENERGY—PARENT COMPANY

Notes to the Condensed Financial Statements

1: Basis of Presentation

CMS Energy’s condensed financial statements have been prepared on a parent-only basis. In accordance with Rule 12-04 of Regulation S-X, these parent-only financial statements do not include all of the information and notes required by GAAP for annual financial statements, and therefore these parent-only financial statements and other information included should be read in conjunction with CMS Energy’s audited consolidated financial statements contained within Item 8. Financial Statements and Supplementary Data.

2: Guarantees

CMS Energy has issued guarantees with a maximum potential obligation of $328 million on behalf of some of its wholly owned subsidiaries and related parties. CMS Energy’s maximum potential obligation consists primarily of potential payments:

· to third parties under certain commodity purchase and swap agreements entered into with CMS ERM

· to third parties in support of non-recourse revenue bonds issued by Genesee

· to the MDEQ on behalf of CMS Land and CMS Capital, for environmental remediation obligations at Bay Harbor

· to the DOE on behalf of Consumers, in connection with Consumers’ 2011 settlement agreement with the DOE regarding damages resulting from the DOE’s failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers

The expiry dates of these guarantees vary, depending upon contractual provisions or upon the statute of limitations under the relevant governing law.

CMS Energy Corporation

Schedule II – Valuation and Qualifying Accounts and Reserves

Years Ended December 31, 2015, 2014, and 2013

In Millions
DescriptionBalance at Beginning of PeriodCharged to ExpenseCharged to Other AccountsDeductionsBalance at End of Period
Allowance for uncollectible accounts1
2015$40$50$-$62$28
20143372-6540
20133263-6233
Deferred tax valuation allowance
2015$2$3$(1)$-$4
20142---2
20133--12
Allowance for notes receivable1
2015$8$8$-$7$9
201458-58
201354-45

1 Deductions are write-offs of uncollectible accounts, net of recoveries.

Consumers Energy Company

Schedule II – Valuation and Qualifying Accounts and Reserves

Years Ended December 31, 2015, 2014, and 2013

In Millions
DescriptionBalance at Beginning of PeriodCharged to ExpenseCharged to Other AccountsDeductionsBalance at End of Period
Allowance for uncollectible accounts1
2015$39$50$-$61$28
20143172-6439
20133063-6231
Deferred tax valuation allowance
2015$1$-$(1)$-$-
20141---1
20131---1

1 Deductions are write-offs of uncollectible accounts, net of recoveries.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, CMS Energy Corporation has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11th day of February 2016.

CMS ENERGY CORPORATION
By:/s/ John Russell
John G. Russell
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of CMS Energy Corporation and in the capacities indicated and on the 11th day of February 2016.

/s/ John Russell/s/ William D. Harvey
John G. RussellWilliam D. Harvey, Director
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas J. Webb/s/ D.W. Joos
Thomas J. WebbDavid W. Joos, Director
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Glenn P. Barba/s/ Philip R. Lochner, Jr.
Glenn P. BarbaPhilip R. Lochner, Jr., Director
Vice President, Controller, and Chief Accounting Officer
(Controller)
/s/ Jon E. Barfield/s/ John Russell
Jon E. Barfield, DirectorJohn G. Russell, Director
/s/ Deborah H. Butler/s/ Myrna Soto
Deborah H. Butler, DirectorMyrna M. Soto, Director
/s/ Kurt L. Darrow/s/ John Sznewajs
Kurt L. Darrow, DirectorJohn G. Sznewajs, Director
/s/ Stephen Ewing/s/ Laura H. Wright
Stephen E. Ewing, DirectorLaura H. Wright, Director
/s/ Richard M. Gabrys
Richard M. Gabrys, Director

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Consumers Energy Company has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11th day of February 2016.

CONSUMERS ENERGY COMPANY
By:/s/ John Russell
John G. Russell
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of Consumers Energy Company and in the capacities indicated and on the 11th day of February 2016.

/s/ John Russell/s/ William D. Harvey
John G. RussellWilliam D. Harvey, Director
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas J. Webb/s/ D.W. Joos
Thomas J. WebbDavid W. Joos, Director
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Glenn P. Barba/s/ Philip R. Lochner, Jr.
Glenn P. BarbaPhilip R. Lochner, Jr., Director
Vice President, Controller, and Chief Accounting Officer
(Controller)
/s/ Jon E. Barfield/s/ John Russell
Jon E. Barfield, DirectorJohn G. Russell, Director
/s/ Deborah H. Butler/s/ Myrna Soto
Deborah H. Butler, DirectorMyrna M. Soto, Director
/s/ Kurt L. Darrow/s/ John Sznewajs
Kurt L. Darrow, DirectorJohn G. Sznewajs, Director
/s/ Stephen Ewing/s/ Laura H. Wright
Stephen E. Ewing, DirectorLaura H. Wright, Director
/s/ Richard M. Gabrys
Richard M. Gabrys, Director

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EXHIBITS

CMS ENERGY’S AND CONSUMERS’ EXHIBIT INDEX

The agreements included as exhibits to this Form 10-K filing are included solely to provide information regarding the terms of the agreements and are not intended to provide any other factual or disclosure information about CMS Energy, Consumers, or other parties to the agreements. The agreements may contain representations and warranties made by each of the parties to each of the agreements that were made exclusively for the benefit of the parties involved in each of the agreements and should not be treated as statements of fact. The representations and warranties were made as a way to allocate risk if one or more of those statements prove to be incorrect. The statements were qualified by disclosures of the parties to each of the agreements that may not be reflected in each of the agreements. The agreements may apply standards of materiality that are different than standards applied to other investors. Additionally, the statements were made as of the date of the agreements or as specified in the agreements and have not been updated.

The representations and warranties may not describe the actual state of affairs of the parties to each agreement. Additional information about CMS Energy and Consumers may be found in this filing, at www.cmsenergy.com, at www.consumersenergy.com, and through the SEC’s website at www.sec.gov.

Previously Filed
ExhibitsWith File NumberAs Exhibit NumberDescription
3.111-9513(3)(a)—Restated Articles of Incorporation of CMS Energy, effective June 1, 2004, as amended May 22, 2009 (Form 10-Q for the quarterly period ended June 30, 2009)
3.211-95133.2—CMS Energy Bylaws, amended and restated as of February 8, 2016 (Form 8-K filed February 8, 2016)
3.31-56113(c)—Restated Articles of Incorporation of Consumers effective June 7, 2000 (Form 10-K for the fiscal year ended December 31, 2000)
3.41-56113.2—Consumers Bylaws, amended and restated as of January 24, 2013 (Form 8-K filed January 29, 2013)
4.12-65973(b)(1) – 4—Indenture dated as of September 1, 1945 between Consumers and Chemical Bank (successor to Manufacturers Hanover Trust Company), as Trustee, including therein indentures supplemental thereto through the Forty-third Supplemental Indenture dated as of May 1, 1979 (Form S-16 filed November 13, 1979)
Indentures Supplemental thereto:
4.1.a1-5611(4)(a)—71st dated as of 3/06/98 (Form 10-K for the fiscal year ended December 31, 1997)
4.1.b1-5611(4)(a)—96th dated as of 8/17/04 (Form 8-K filed August 20, 2004)
4.1.c1-5611(4)(a)(i)—99th dated as of 1/20/05 (Form 10-K for the fiscal year ended December 31, 2004)
4.1.d1-56114.2—100th dated as of 3/24/05 (Form 8-K filed March 30, 2005)
4.1.e1-56114.2—104th dated as of 8/11/05 (Form 8-K filed August 11, 2005)
4.1.f1-56114.1—108th dated as of 3/14/08 (Form 8-K filed March 14, 2008)
4.1.g1-56114.1—110th dated as of 9/12/08 (Form 8-K filed September 12, 2008)
4.1.h1-56114.1—111th dated as of 3/6/09 (Form 8-K filed March 6, 2009)
4.1.i1-56114.1—112th dated as of 9/1/10 (Form 8-K filed September 7, 2010)
4.1.j1-56114.1—113th dated as of 10/15/10 (Form 8-K filed October 20, 2010)
4.1.k1-56114.1—114th dated as of 3/31/11 (Form 8-K filed April 6, 2011)
Previously Filed
ExhibitsWith File NumberAs Exhibit NumberDescription
4.1.l1-56114.1—116th dated as of 9/1/11 (Form 10-Q for the quarterly period ended September 30, 2011)
4.1.m1-56114.1—117th dated as of 5/8/12 (Form 8-K filed May 8, 2012)
4.1.n1-56114.1—119th dated as of 8/3/12 (Form 10-Q for the quarterly period ended September 30, 2012)
4.1.o1-56114.1—120th dated as of 12/17/12 (Form 8-K filed December 20, 2012)
4.1.p1-56114.1—121st dated as of 5/17/13 (Form 8-K filed May 17, 2013)
4.1.q1-56114.1—122nd dated as of 8/9/13 (Form 8-K filed August 9, 2013)
4.1.r1-56114.1—123rd dated as of 12/20/13 (Form 8-K filed December 27, 2013)
4.1.s1-56114.1—124th dated as of 8/18/2014 (Form 8-K filed August 18, 2014)
4.1.t1-56114.1—125th dated as of 11/6/2015 (Form 8-K filed November 6, 2015)
4.1.u1-56114.1—126th dated as of 11/23/2015 (Form 8-K filed November 25, 2015)
4.21-5611(4)(b)—Indenture dated as of January 1, 1996 between Consumers and The Bank of New York Mellon, as Trustee (Form 10-K for the fiscal year ended December 31, 1995)
4.31-5611(4)(c)—Indenture dated as of February 1, 1998 between Consumers and The Bank of New York Mellon (formerly The Chase Manhattan Bank), as Trustee (Form 10-K for the fiscal year ended December 31, 1997)
4.4133-47629(4)(a)—Indenture dated as of September 15, 1992 between CMS Energy and NBD Bank, as Trustee (Form S-3 filed May 1, 1992)
Indentures Supplemental thereto:
4.4.a11-95134.2—20th dated as of 7/3/07 (Form 8-K filed July 5, 2007)
4.4.b11-95134.3—23rd dated as of 6/15/09 (Form 8-K filed June 15, 2009)
4.4.c11-95134.1—24th dated as of 1/14/10 (Form 8-K filed January 14, 2010)
4.4.d11-95134.1—26th dated as of 11/19/10 (Form 8-K filed November 19, 2010)
4.4.e11-95134.1—28th dated as of 3/12/12 (Form 8-K filed March 12, 2012)
4.4.f11-95134.1—29th dated as of 3/22/13 (Form 8-K filed March 22, 2013)
4.4.g11-95134.1—30th dated as of 2/27/14 (Form 8-K filed February 27, 2014)
4.4.h11-95134.2—31st dated as of 2/27/14 (Form 8-K filed February 27, 2014)
4.4.i11-95134.1—32nd dated as of 11/9/15 (Form 8-K filed November 9, 2015)
4.511-9513(4a)—Indenture dated as of June 1, 1997 between CMS Energy and The Bank of New York Mellon, as Trustee (Form 8-K filed July 1, 1997)
10.121-9513(10)(g)—2004 Form of Executive Severance Agreement (Form 10-Q for the quarterly period ended September 30, 2009)
10.221-9513(10)(h)—2004 Form of Officer Severance Agreement (Form 10-Q for the quarterly period ended September 30, 2009)
10.321-951310.3—CMS Energy’s Performance Incentive Stock Plan as amended and restated, effective January 22, 2015 (Form 10-K for the fiscal year ended December 31, 2014)
Previously Filed
ExhibitsWith File NumberAs Exhibit NumberDescription
10.421-9513(10)(i)—CMS Deferred Salary Savings Plan effective December 1, 1989 and as further amended effective December 1, 2007 (Form 10-K for the fiscal year ended December 31, 2007)
10.4.a21-9513(10)(l)—Amendment to the Deferred Salary Savings Plan dated December 21, 2008 (Form 10-K for the fiscal year ended December 31, 2008)
10.4.b21-951310.1—Amendment to the CMS Energy Deferred Salary Savings Plan effective January 1, 2016 (Form 10-Q for the quarterly period ended September 30, 2015)
10.4.c21-9513—Amendment to the CMS Energy Deferred Salary Savings Plan effective December 17, 2015
10.521-951310.5—CMS Energy and Consumers Director’s Deferred Compensation Plan, effective as of November 30, 2007 (Form 10-K for the fiscal year ended December 31, 2014)
10.621-951310.6—Supplemental Executive Retirement Plan for Employees of CMS Energy/Consumers effective on January 1, 1982 and as amended effective April 1, 2011 (Form 10-Q for the quarterly period ended March 31, 2011)
10.721-951310.5—Defined Contribution Supplemental Executive Retirement Plan effective April 1, 2006 and as amended effective April 1, 2011 (Form 10-Q for the quarterly period ended March 31, 2011)
10.7.a21-9513—Amendment to the Defined Contribution Supplemental Executive Retirement Plan effective January 1, 2016
10.821-951310.8—Form of Officer Separation Agreement as of January 2014 (Form 10-K for the fiscal year ended December 31, 2013)
10.911-9513(10)(v)—Amended and Restated Investor Partner Tax Indemnification Agreement dated as of June 1, 1990 among Investor Partners, CMS Midland as Indemnitor and CMS Energy as Guarantor (Form 10-K for the fiscal year ended December 31, 1990)
10.1011-9513(10)(y)—Environmental Agreement dated as of June 1, 1990 made by CMS Energy to The Connecticut National Bank and Others (Form 10-K for the fiscal year ended December 31, 1990)
10.111-5611(10)(y)—Unwind Agreement dated as of December 10, 1991 by and among CMS Energy, Midland Group, Ltd., Consumers, CMS Midland, Inc., MEC Development Corp. and CMS Midland Holdings Company (Form 10-K for the fiscal year ended December 31, 1991)
10.1211-9513(10)(aa)—Parent Guaranty dated as of June 14, 1990 from CMS Energy to MCV, each of the Owner Trustees, the Indenture Trustees, the Owner Participants and the Initial Purchasers of Senior Bonds in the MCV Sale Leaseback transaction, and MEC Development (Form 10-K for the fiscal year ended December 31, 1991)
10.131-5611(10)(j)—Palisades Nuclear Power Plant Power Purchase Agreement dated as of July 11, 2006 between Entergy Nuclear Palisades, LLC and Consumers (Form 10-Q for the quarterly period ended September 30, 2009)
10.141,21-9513(10)(a)—Form of Indemnification Agreement between CMS Energy and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)
Previously Filed
ExhibitsWith File NumberAs Exhibit NumberDescription
10.1521-5611(10)(b)—Form of Indemnification Agreement between Consumers and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)
10.161-5611(10)(t)—Settlement Agreement and Amended and Restated Power Purchase Agreement between Consumers and Midland Cogeneration Venture Limited Partnership (Form 10-Q for the quarterly period ended September 30, 2009)
10.16.a1-561110.4—1st Amendment to the Amended and Restated Power Purchase Agreement between Consumers and MCV Partnership, dated as of March 1, 2010 (Form 10-Q for the quarterly period ended September 30, 2010)
10.1721-951310.2—CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of March 14, 2014 (Form 10-Q for the quarterly period ended March 31, 2014)
10.17.a21-9513—Amendment to CMS Incentive Compensation Plan for CMS Energy and Consumers Officers effective December 17, 2015
10.1821-951310.33—Form of Change in Control Agreement as of January 2014 (Form 10-K for the fiscal year ended December 31, 2013)
10.1921-561110.1—Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of March 14, 2014 (Form 10-Q for the quarterly period ended March 31, 2014)
10.19.a21-5611—Amendment to Annual Employee Incentive Compensation Plan for Consumers effective December 17, 2015
10.2011-951310.1—$550 million Third Amended and Restated Revolving Credit Agreement dated as of May 27, 2015 among CMS Energy, the Banks, as defined therein, and Barclays Bank PLC, as Agent (Form 8-K filed June 1, 2015)
10.211-561110.2—$650 million Fourth Amended and Restated Revolving Credit Agreement dated as of May 27, 2015 among Consumers, the Banks, as defined therein, and JPMorgan Chase Bank, N.A., as Agent (Form 8-K filed June 1, 2015)
10.2211-951310.3—Pledge and Security Agreement dated as of March 31, 2011, made by CMS Energy to Barclays Bank PLC, as Administrative Agent for the Banks, as defined therein (Form 8-K filed April 6, 2011)
10.231-561110.1—$250 million secured Revolving Credit Agreement dated as of November 23, 2015 between Consumers and The Bank of Nova Scotia (Form 8-K filed November 25, 2015)
10.2421-951310.1—Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/ Executive Employees, distributed July 1, 2011 (Form 10-Q for the quarterly period ended September 30, 2011)
10.2511-951310.1—$180 million Term Loan Credit Agreement dated as of June 11, 2015 among CMS Energy, the financial institutions named therein, and JPMorgan Chase Bank, N.A., as Agent (Form 8-K filed June 16, 2015)
10.261-561110.1—Form of Commercial Paper Dealer Agreement between Consumers, as Issuer, and the Dealer party thereto (Form 10-Q for the quarterly period ended September 30, 2014)
Previously Filed
ExhibitsWith File NumberAs Exhibit NumberDescription
12.1—Statement regarding computation of CMS Energy’s Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends
12.2—Statement regarding computation of Consumers’ Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends
21.1—Subsidiaries of CMS Energy and Consumers
23.1—Consent of PricewaterhouseCoopers LLP for CMS Energy
23.2—Consent of PricewaterhouseCoopers LLP for Consumers
31.1—CMS Energy’s certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2—CMS Energy’s certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3—Consumers’ certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4—Consumers’ certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1—CMS Energy’s certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2—Consumers’ certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.11333-19961199.1—CMS Energy Stock Purchase Plan, as amended and restated October 27, 2014 (Form S-3ASR filed October 27, 2014)
101.INS3—XBRL Instance Document
101.SCH3—XBRL Taxonomy Extension Schema
101.CAL3—XBRL Taxonomy Extension Calculation Linkbase
101.DEF3—XBRL Taxonomy Extension Definition Linkbase
101.LAB3—XBRL Taxonomy Extension Labels Linkbase
101.PRE3—XBRL Taxonomy Extension Presentation Linkbase

1 Obligations of CMS Energy or its subsidiaries, but not of Consumers.

2 Management contract or compensatory plan or arrangement.

3 The financial information contained in the XBRL-related information is “unaudited” and “unreviewed.”

Exhibits listed above that have heretofore been filed with the SEC pursuant to various acts administered by the SEC, and which were designated as noted above, are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith.

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