** **

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-K**

 

**T****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2016**

OR

□TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number of issuing entity: 333-195654-01

Central index key number of issuing entity: 0001606104

**CONSUMERS 2014 SECURITIZATION FUNDING LLC**(Exact name of issuing entity as specified in its charter)

Commission file number of depositor and sponsor: 1-5611

Central index key number of depositor and sponsor: 0000201533

**CONSUMERS ENERGY COMPANY** (Exact name of depositor and sponsor as specified in its charter)
| Delaware                                                       | 46-5038143                              |
|----------------------------------------------------------------|-----------------------------------------|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |

 
| One Energy Plaza, Jackson, Michigan      | 49201      |
|------------------------------------------|------------|
| (Address of principal executive offices) | (Zip Code) |

 

Registrant’s telephone number, including area code: (517) 788-1030

 

Securities registered pursuant to Section 12(b) of the Act: None

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.

Yes □  No T

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes □  No T

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.  Yes T  No □

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).

Yes T  No □

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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.  T

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.
| Large accelerated filer □                                       |   | Accelerated filer □         |
|-----------------------------------------------------------------------|--------|-----------------------------------|
| Non-Accelerated filer T (Do not check if a smaller reporting company) |   | Smaller reporting company □ |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes □  No T

 

The registrant does not have any voting or non-voting common equity held by non-affiliates.

 

Documents incorporated by reference: A portion of CMS Energy Corporation’s proxy statement relating to the 2017 Annual Meeting of Shareholders of CMS Energy Corporation is incorporated by reference in Item 11 of Part III of this Form 10-K.

 

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** **

**PART I**

 

**The following Items have been omitted pursuant to General Instruction J of Form 10-K:**

 

·                 Item 1. Business.

·                 Item 1A. Risk Factors.

·                 Item 2. Properties.

·                 Item 3. Legal Proceedings.

 

**Item 1B. Unresolved Staff Comments.**

 

None.

 

**Item 4. Mine Safety Disclosures.**

 

None.

 

**PART II**

 

**The following Items have been omitted pursuant to General Instruction J of Form 10-K:**

 

·                 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

·                 Item 6. Selected Financial Data.

·                 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

·                 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

·                 Item 8. Financial Statements and Supplementary Data.

·                 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

·                 Item 9A. Controls and Procedures.

 

**Item 9B. Other Information.**

 

None.

 

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**PART III**

 

**Item 10. Directors, Executive Officers and Corporate Governance.**

 

Following are the managers and executive officers of Consumers 2014 Securitization Funding LLC as of March 9, 2017:
|                                                                                                                                                         |   |                |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|
| Name, Age, Position(s)                                                                                                                                       |   | Period              |
| **Srikanth Maddipati (age 34)**                                                                                                                              |   |                |
| President, Chief   Executive Officer, Chief Financial Officer, and Treasurer of   Consumers 2014 Securitization Funding LLC                   |   | 2016 – Present |
| Vice President   and Treasurer of CMS Energy Corporation (“CMS Energy”) and   Consumers Energy Company (“Consumers”) |   | 2016 – Present |
| Assistant Treasurer of CMS Energy and Consumers                                                                                                              |   | 2014 – 2016    |
| Vice President of Goldman, Sachs & Co.                                                                                                              |   | 2011 – 2014    |
| **Thomas J. Webb (age 64)**                                                                                                                                  |   |                |
| Executive Vice President and Manager of   Consumers 2014 Securitization Funding LLC                                                           |   | 2014 – Present |
| Executive Vice President and Chief Financial Officer   of CMS Energy and Consumers                                                                      |   | 2002 – Present |
| **Catherine M. Reynolds (age 60)**                                                                                                                           |   |                |
| Senior Vice President, General Counsel, and Manager   of Consumers 2014 Securitization Funding LLC                                       |   | 2014 – Present |
| Senior Vice President and General Counsel of   CMS Energy and Consumers                                                                                 |   | 2013 – Present |
| Vice President, Deputy General Counsel, and   Corporate Secretary of CMS Energy and Consumers                                                           |   | 2012 – 2013    |
| Vice President and Corporate Secretary of   CMS Energy and Consumers                                                                                    |   | 2006 – 2012    |
| **Glenn P. Barba (age 51)**                                                                                                                                  |   |                |
| Vice President and Controller of Consumers 2014   Securitization Funding LLC                                                                            |   | 2014 – Present |
| Vice President, Controller, and Chief Accounting   Officer of CMS Energy and Consumers                                                                  |   | 2003 – Present |
| **Melissa M. Gleespen (age 49)**                                                                                                                             |   |                |
| Vice President, Secretary, and Manager of   Consumers 2014 Securitization Funding LLC                                                         |   | 2014 – Present |
| Vice President, Corporate Secretary, and Chief   Compliance Officer of CMS Energy and Consumers                                                         |   | 2016 – Present |
| Vice President and Corporate Secretary of   CMS Energy and Consumers                                                                                    |   | 2013 – 2016    |
| Supervisory Assistant General Counsel of   CMS Energy and Consumers                                                                                     |   | 2013 – 2013    |
| Law Director and Assistant Corporate Secretary of   Owens Corning                                                                                            |   | 2012 – 2013    |
| Senior Securities Counsel and Assistant Corporate   Secretary of Owens Corning                                                                               |   | 2009 – 2012    |
| **Scott B. McIntosh (age 41)**                                                                                                                               |   |                |
| Vice President of Consumers 2014 Securitization   Funding LLC                                                                                           |   | 2015 – Present |
| Vice President of CMS Energy and Consumers                                                                                                              |   | 2015 – Present |
| Director of Tax of CMS Energy and Consumers                                                                                                             |   | 2011 – 2015    |
| **Albert J. Fioravanti (age 52)**                                                                                                                            |   |                |
| Independent Manager of Consumers 2014 Securitization   Funding LLC                                                                                      |   | 2014 – Present |
| Senior Vice President of Lord Securities Corporation                                                                                                         |   | 1999 – Present |
| **Leonard J. Padula (age 56)**                                                                                                                               |   |                |
| Independent Manager of Consumers 2014 Securitization   Funding LLC                                                                                      |   | 2016 – Present |
| Vice President of Lord Securities Corporation                                                                                                                |   | 2004 – Present |

 

Consumers 2014 Securitization Funding LLC is a wholly owned subsidiary of Consumers, which in turn is a wholly owned subsidiary of CMS Energy.

 

**Code of Conduct**

 

Consumers has adopted a code of ethics that applies to all officers and employees of Consumers and its affiliates (except EnerBank USA, which has its own code of conduct), including Consumers 2014 Securitization Funding LLC.  This code of ethics, entitled “CMS Energy 2016 Code of Conduct and Guide to Ethical Business Behavior,” is posted on Consumers’ website at

 

2

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www.cmsenergy.com/corporate-governance/compliance-and-ethics.  Consumers’ Code of Conduct is administered by the Chief Compliance Officer of Consumers, who reports directly to the Audit Committee of the Board of Directors of Consumers.

 

**Item 11. Executive Compensation.**

 

Other than the annual independent manager fee of $7,000 paid to Lord Securities Corporation, Consumers 2014 Securitization Funding LLC does not pay any compensation to its managers or executive officers.

 

Information that is required in Item 11 regarding executive compensation of Consumers’ executive officers is included in CMS Energy’s definitive proxy statement for its 2017 Annual Meeting of Shareholders to be held May 5, 2017, which is incorporated by reference herein.

 

**Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.**

 

None.

 

**Item 13. Certain Relationships and Related Transactions, and Director Independence.**

 

None.

 

**Item 14. Principal Accountant Fees and Services.**

 

Omitted pursuant to General Instruction J of Form 10-K.

 

**PART IV**

 

**Item 15. Exhibits and Financial Statement Schedules.**

 
| (a)(1) and   (a)(2) | Financial   Statements and Financial Statement Schedules are omitted pursuant to General   Instruction J of Form 10-K as listed under Item 8 of this   report. |
|--------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |                                                                                                                                                                          |
| (a)(3) and   (b)    | See   Exhibit Index included as the last part of this report, which is   incorporated herein by reference.                                                               |
|                     |                                                                                                                                                                          |
| (c)                      | Not applicable.                                                                                                                                                               |

 

**Item 16. Form 10-K Summary.**

 

None.

 

**Item 1112(b). Significant Obligors of Pool Assets.**

 

None.

 

**Item 1114(b)(2). Credit Enhancement and Other Support, Except For Certain Derivative Instruments.**

 

None.

 

**Item 1115(b). Certain Derivative Instruments.**

 

None.

 

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**Item 1117. Legal Proceedings.**

 

None.

 

**Item 1119. Affiliations and Certain Relationships and Related Transactions.**

 

Consumers 2014 Securitization Funding LLC is a wholly owned subsidiary of Consumers, which is the depositor, sponsor, and servicer.

 

**Item 1122. Compliance With Applicable Servicing Criteria.**

 

See Exhibits 33.1, 33.2, 34.1, and 34.2 of this Form 10-K.

 

**Item 1123. Servicer Compliance Statement.**

 

See Exhibit 35.1 of this Form 10-K.

 

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** **

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Consumers 2014 Securitization Funding LLC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 9th day of March 2017.

 
|   | CONSUMERS   2014 SECURITIZATION FUNDING LLC            |
|--------|-------------------------------------------------------------|
|   | (Issuing   Entity)                                          |
|   |                                                        |
|   | By:   Consumers Energy Company, as Servicer                 |
|   |                                                        |
|   |                                                        |
| By:    | /s/ Glenn P.   Barba                                        |
|   | Glenn P.   Barba                                            |
|   | Vice   President, Controller, Chief Accounting Officer,     |
|   | and   senior officer in charge of the servicing function of |
|   | Consumers   Energy Company                                  |

 

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**SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT**

 

No such annual report, proxy statement, form of proxy, or other proxy soliciting material has been sent to the registrant’s security holders.  The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.

 

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** **

**EXHIBIT INDEX**

 
|     |   | Previously Filed           |   |                 |   |
|----------|--------|----------------------------|--------|----------------------|--------|
| Exhibits |   | With File   Number         |   | As Exhibit   Number  |   |   |   | Description |
| 3.1      |   | 333-195654   333-195654-01 |   | 3.1                  |   | — |   | Certificate of   Formation of Consumers 2014 Securitization Funding LLC (Form S-3   filed May 2, 2014) |
| 3.2      |   | 333-195654   333-195654-01 |   | 3.2                  |   | — |   | Amended and Restated   Limited Liability Company Agreement of Consumers 2014 Securitization   Funding LLC dated and effective as of July 22, 2014   (Form 8-K filed July 22, 2014) |
| 4.1      |   | 333-195654   333-195654-01 |   | 4.1                  |   | — |   | Indenture by and   between Consumers 2014 Securitization Funding LLC, Issuer and The   Bank of New York Mellon, Indenture Trustee and Securities Intermediary,   dated July 22, 2014 (Form 8-K filed July 22, 2014) |
| 4.2      |   | 333-195654   333-195654-01 |   | 4.1   Exhibit A |   | — |   | Form of Senior   Secured Securitization Bonds, Series 2014A (Form 8-K filed   July 22, 2014) |
| 10.1     |   | 333-195654   333-195654-01 |   | 99.1                 |   | — |   | Securitization Property   Servicing Agreement by and between Consumers 2014 Securitization   Funding LLC, Issuer and Consumers Energy Company, Servicer, dated   as of July 22, 2014 (Form 8-K-filed July 22, 2014) |
| 10.2     |   | 333-195654   333-195654-01 |   | 99.2                 |   | — |   | Securitization Property   Purchase and Sale Agreement by and between Consumers 2014 Securitization   Funding LLC, Issuer and Consumers Energy Company, Seller, dated as   of July 22, 2014 (Form 8-K filed July 22, 2014) |
| 10.3     |   | 333-195654   333-195654-01 |   | 99.3                 |   | — |   | Administration   Agreement by and between Consumers 2014 Securitization Funding LLC and   The Bank of New York Mellon, Administrator, dated as of   July 22, 2014 (Form 8-K filed July 22, 2014) |
| 10.4     |   | 333-195654   333-195654-01 |   | 99.7                 |   | — |   | Series Supplement   by and between Consumers 2014 Securitization Funding LLC and The Bank of   New York Mellon, Indenture Trustee, dated as of July 22, 2014   (Form 8-K filed July 22, 2014) |
| 10.5     |   | 333-195654   333-195654-01 |   | 99.8                 |   | — |   | Intercreditor Agreement   among The Bank of Nova Scotia, Liberty Street Funding LLC, The Bank of   New York Mellon, Consumers Funding LLC, Consumers 2014 Securitization   Funding LLC, Consumers Receivables Funding II, LLC and Consumers   Energy Company, dated as of July 22, 2014 (Form 8-K filed   July 22, 2014) |
| 31.1     |   |                       |   |                 |   | — |   | Rule 13a-14(d)/15d-14(d) Certification |
| 33.1     |   |                       |   |                 |   | — |   | Report on Assessment of   Compliance With Servicing Criteria For Asset-Backed Issuers for Consumers   Energy Company, Servicer |
| 33.2     |   |                       |   |                 |   | — |   | Report on Assessment of   Compliance With Servicing Criteria For Asset-Backed Issuers for The Bank of   New York Mellon, Indenture Trustee |
| 34.1     |   |                       |   |                 |   | — |   | Attestation Report on   Assessment of Compliance With Servicing Criteria For Asset-Backed Securities   of PricewaterhouseCoopers LLP on behalf of Consumers Energy Company, Servicer |
| 34.2     |   |                       |   |                 |   | — |   | Attestation Report on   Assessment of Compliance With Servicing Criteria For Asset-Backed Securities   of KPMG LLP on behalf of The Bank of New York Mellon, Indenture Trustee |
| 35.1     |   |                       |   |                 |   | — |   | Servicer Compliance   Statement |

 

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