e10vq

Date Filed

Net Underrecovery

PSCR Cost of Power Sold

March 2011

$15 million

$1.7 billion

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, 2011


o		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	Registrant; State of Incorporation; Address; and Telephone Number	IRS Employer Identification No.

1-9513	CMS ENERGY CORPORATION	38-2726431
	(A Michigan Corporation)
	One Energy Plaza, Jackson, Michigan 49201
	(517) 788-0550

1-5611	CONSUMERS ENERGY COMPANY	38-0442310
	(A Michigan Corporation)
	One Energy Plaza, Jackson, Michigan 49201
	(517) 788-0550

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.

CMS Energy Corporation: Yes þ No o Consumers Energy Company: Yes þ No o

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).

CMS Energy Corporation: Yes þ No o Consumers Energy Company: Yes þ No o

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.

CMS Energy Corporation:


Large accelerated filer þ	Accelerated filer o	Non-Accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Consumers Energy Company:


Large accelerated filer o	Accelerated filer o	Non-Accelerated filer þ	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

CMS Energy Corporation: Yes o No þ Consumers Energy Company: Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock at October 14, 2011:


CMS Energy Corporation:
CMS Energy Common Stock, $0.01 par value (including 1,568,145 shares owned by Consumers Energy Company)			253,560,753
Consumers Energy Company:
Consumers Energy Common Stock, $10 par value, privately held by CMS Energy Corporation			84,108,789

GLOSSARY

Certain terms used in the text and financial statements are defined below.


2008 Energy Law		Comprehensive energy reform package enacted in October 2008

2010 Form 10-K		Each of CMS Energy’s and Consumers’ Annual Report on Form 10-K for the year ended December 31, 2010

ABATE		Association of Businesses Advocating Tariff Equity

Bay Harbor		A residential/commercial real estate area located near Petoskey, Michigan. In 2002, CMS Energy sold its interest in Bay Harbor.

bcf		Billion cubic feet of gas

Big Rock		Big Rock Point nuclear power plant, formerly owned by Consumers

CAIR		The Clean Air Interstate Rule

Cantera Gas Company		Cantera Gas Company LLC, a non-affiliated company, formerly known as CMS Field Services

Cantera Natural Gas, Inc.		Cantera Natural Gas, Inc., a non-affiliated company that purchased CMS Field Services

CCB		Coal combustion by-product

CEO		Chief Executive Officer

CFO		Chief Financial Officer

CKD		Cement kiln dust

Clean Air Act		Federal Clean Air Act, as amended

Clean Water Act		Federal Water Pollution Control Act, as amended

CMS Capital		CMS Capital, L.L.C., a wholly owned subsidiary of CMS Energy

CMS Energy		CMS Energy Corporation, the parent of Consumers and CMS Enterprises

CMS Enterprises		CMS Enterprises Company, a wholly owned subsidiary of CMS Energy

CMS ERM		CMS Energy Resource Management Company, formerly CMS MST, a wholly owned subsidiary of CMS Enterprises


CMS Field Services		CMS Field Services, Inc., a former wholly owned subsidiary of CMS Gas Transmission

CMS Gas Transmission		CMS Gas Transmission Company, a wholly owned subsidiary of CMS Enterprises

CMS Land		CMS Land Company, a wholly owned subsidiary of CMS Capital

CMS MST		CMS Marketing, Services and Trading Company, a wholly owned subsidiary of CMS Enterprises, whose name was changed to CMS ERM effective January 2004

CMS Oil and Gas		CMS Oil and Gas Company, a former wholly owned subsidiary of CMS Enterprises

Consumers		Consumers Energy Company, a wholly owned subsidiary of CMS Energy

CSAPR		Cross-State Air Pollution Rule, finalized in July 2011, which supersedes the EPA’s proposed Clean Air Transport Rule and replaces CAIR

Customer Choice Act		Customer Choice and Electricity Reliability Act, a Michigan statute

D.C.		District of Columbia

Detroit Edison		The Detroit Edison Company, a non-affiliated company

Dodd-Frank Act		Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010

DOE		U.S. Department of Energy

DOJ		U.S. Department of Justice

EBITDA		Earnings before interest, taxes, depreciation, and amortization

EnerBank		EnerBank USA, a wholly owned subsidiary of CMS Capital

Entergy		Entergy Corporation, a non-affiliated company

EPA		U.S. Environmental Protection Agency

EPS		Earnings per share

Exchange Act		Securities Exchange Act of 1934, as amended

FDIC		Federal Deposit Insurance Corporation


FERC		The Federal Energy Regulatory Commission

FLI Liquidating Trust		Trust formed in Missouri bankruptcy court to accomplish the liquidation of Farmland Industries, Inc., a non-affiliated entity

FMB		First mortgage bond

FOV		Finding of Violation

FTR		Financial transmission right

GAAP		U.S. Generally Accepted Accounting Principles

GCR		Gas cost recovery

GWh		Gigawatt-hour, a unit of energy equal to one million kWh

Health Care Acts		Comprehensive health care reform enacted in March 2010, comprising the Patient Protection and Affordable Care Act and the related Health Care and Education Reconciliation Act

IRS		Internal Revenue Service

ISFSI		Independent spent fuel storage installation

kWh		Kilowatt-hour, a unit of energy equal to one thousand watt-hours

Ludington		Ludington pumped-storage plant, jointly owned by Consumers and Detroit Edison

MACT		Maximum Achievable Control Technology, which is the emission control that is achieved in practice by the best-controlled similar source; for existing sources, MACT is the average emission limitation achieved by the best performing 12 percent of existing sources or the average limitation achieved by the best performing five sources, depending on the number of sources in the category

MBT		Michigan Business Tax

MCIT		Michigan Corporate Income Tax

MD&A		Management’s Discussion and Analysis

MDEQ		Michigan Department of Environmental Quality

MDL		A pending multi-district litigation case in Nevada

MGP		Manufactured gas plant


Midwest Energy Market		An energy market developed by MISO to provide day-ahead and real-time market information and centralized dispatch for market participants

MISO		The Midwest Independent Transmission System Operator, Inc.

MPSC		Michigan Public Service Commission

MW		Megawatt, a unit of power equal to one million watts

MWh		Megawatt-hour, a unit of energy equal to one million watt-hours

NOV		Notice of Violation

NPDES		National Pollutant Discharge Elimination System

NREPA		Part 201 of the Michigan Natural Resources and Environmental Protection Act, a statute that covers environmental activities including remediation

NSR		New Source Review, a construction-permitting program under the Clean Air Act

NYMEX		New York Mercantile Exchange

OPEB		Postretirement benefit plans other than pensions

Palisades		Palisades nuclear power plant, sold by Consumers to Entergy in 2007

Panhandle		Panhandle Eastern Pipe Line Company, including its wholly owned subsidiaries Trunkline Gas Company, LLC, Pan Gas Storage Company, Panhandle Storage Company, and Panhandle Holding Company, a former wholly owned subsidiary of CMS Gas Transmission

PCB		Polychlorinated biphenyl

Pension Plan		Trusteed, non-contributory, defined benefit pension plan of CMS Energy, Consumers, and Panhandle

PPA		Power purchase agreement

PSCR		Power supply cost recovery

PSD		Prevention of Significant Deterioration

REC		Renewable energy credit established under the 2008 Energy Law


Renewable Operating Permit		Michigan’s Title V permitting program under the Clean Air Act

RMRR		Routine maintenance, repair, and replacement

ROA		Retail Open Access, which allows electric generation customers to choose alternative electric suppliers pursuant to the Customer Choice Act

SEC		U.S. Securities and Exchange Commission

SERP		Supplemental Executive Retirement Plan

Smart Grid		Consumers’ grid modernization project, which includes the installation of smart meters that are capable of transmitting and receiving data, a two-way communications network, and modifications to Consumers’ existing information technology system to manage the data and enable changes to key business processes

Superfund		Comprehensive Environmental Response, Compensation and Liability Act

Supplemental Environmental Projects		Environmentally beneficial projects that a party agrees to undertake as part of the settlement of an enforcement action, but which the party is not otherwise legally required to perform

Title V		A federal program under the Clean Air Act designed to standardize air quality permits and the permitting process for major sources of emissions across the U.S.

U.S.		United States

XBRL		eXtensible Business Reporting Language

FILING FORMAT

This combined Form 10-Q is separately filed by CMS Energy and Consumers. Information in this combined Form 10-Q relating to each individual registrant is filed by such registrant on its own behalf. Consumers makes no representation regarding information relating to any other companies affiliated with CMS Energy other than its own subsidiaries. None of CMS Energy, CMS Enterprises, nor any of CMS Energy’s other subsidiaries (other than Consumers) has any obligation in respect of Consumers’ debt securities and holders of such debt securities should not consider the financial resources or results of operations of CMS Energy, CMS Enterprises, nor any of CMS Energy’s other subsidiaries (other than Consumers and its own subsidiaries (in relevant circumstances)) in making a decision with respect to Consumers’ debt securities. Similarly, none of Consumers nor any other subsidiary of CMS Energy has any obligation in respect of debt securities of CMS Energy.

This report should be read in its entirety. No one section of this report deals with all aspects of the subject matter of this report. This report should be read in conjunction with the consolidated financial statements and related notes and with MD&A included in the 2010 Form 10-K.

FORWARD-LOOKING STATEMENTS AND INFORMATION

This Form 10-Q and other written and oral statements that CMS Energy and Consumers make may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. The use of “might,” “may,” “could,” “should,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “forecasts,” “predicts,” “assumes,” and other similar words is intended to identify forward-looking statements that involve risk and uncertainty. This discussion of potential risks and uncertainties is designed to highlight important factors that may impact CMS Energy’s and Consumers’ businesses and financial outlook. CMS Energy and Consumers have no obligation to update or revise forward-looking statements regardless of whether new information, future events, or any other factors affect the information contained in the statements. These forward-looking statements are subject to various factors that could cause CMS Energy’s and Consumers’ actual results to differ materially from the results anticipated in these statements. These factors include CMS Energy’s and Consumers’ inability to predict or control the following, all of which are potentially significant:

	•		the price of CMS Energy common stock, capital and financial market conditions, and the effect of these market conditions on CMS Energy’s and Consumers’ postretirement benefit plans, interest costs, and access to the capital markets, including availability of financing (including Consumers’ accounts receivable sales program and CMS Energy’s and Consumers’ revolving credit facilities) to CMS Energy, Consumers, or any of their affiliates, and the energy industry;

	•		the impact of the economy, particularly in Michigan, and potential future volatility in the financial and credit markets on CMS Energy’s, Consumers’, or any of their affiliates’:

	•		revenues;

	•		capital expenditure programs and related earnings growth;

	•		ability to collect accounts receivable from customers;

	•		cost of capital and availability of capital; and

	•		Pension Plan and postretirement benefit plans assets and required contributions;

	•		changes in the economic and financial viability of CMS Energy’s and Consumers’ suppliers, customers, and other counterparties and the continued ability of these third parties, including third parties in bankruptcy, to meet their obligations to CMS Energy and Consumers;

	•		population changes in the geographic areas where CMS Energy and Consumers conduct business;

	•		national, regional, and local economic, competitive, and regulatory policies, conditions, and developments;

	•		changes in applicable laws, rules, regulations, principles, or practices, or in their interpretation, including those related to taxes, the environment, and accounting matters, that could have an impact on CMS Energy’s and Consumers’ businesses or financial results, including the impact of any future regulations or lawsuits regarding:

	•		carbon dioxide and other greenhouse gas emissions, including potential future legislation to establish a cap and trade system;

	•		criteria pollutants, such as nitrogen oxides, sulfur dioxide, and particulate, and hazardous air pollutants, including impacts of Clean Air Act regulations;

	•		CCBs;

	•		PCBs;

	•		cooling water intake or discharge from power plants or other industrial equipment;

	•		limitations on the use or construction of coal-fueled electric power plants;

	•		nuclear-related regulation;

	•		renewable portfolio standards and energy efficiency mandates;

	•		energy-related derivatives and hedges under the Dodd-Frank Act; and

	•		any other potential legislative changes, including changes to the ten-percent ROA limit;

	•		potentially adverse regulatory or legal interpretations or decisions, including those related to environmental laws and regulations, and potential environmental remediation costs associated with these interpretations or decisions, including those that may affect Bay Harbor or Consumers’ RMRR classification under NSR regulations;

	•		potentially adverse or delayed regulatory treatment or permitting decisions concerning significant matters affecting CMS Energy or Consumers that are or could come before the MDEQ and/or EPA, including Bay Harbor;

	•		potentially adverse regulatory treatment or failure to receive timely regulatory orders concerning a number of significant matters affecting Consumers that are or could come before the MPSC, including:

•

sufficient and timely recovery of:

	•		environmental and safety-related expenditures for coal-fueled plants and other utility properties;

	•		power supply and natural gas supply costs;

	•		operating and maintenance expenses;

	•		additional utility rate-based investments;

	•		costs associated with the proposed retirement and decommissioning of facilities;

	•		MISO energy and transmission costs;

	•		costs associated with energy efficiency investments and state or federally mandated renewable resource standards; and

	•		Smart Grid program costs;

	•		expenditures subject to tracking mechanisms;

	•		prevention or curtailment of shutoffs for non-paying customers;

	•		Consumers’ pilot electric and gas decoupling mechanisms;

	•		prevention or curtailment of rights to self-implement rate requests;

	•		refunds of previously self-implemented rates;

	•		implementation of new energy legislation or revisions of existing regulations; and

	•		allocation of the DOE settlement amount;

•

potentially adverse regulatory treatment resulting from pressure on regulators to oppose annual rate increases or to lessen rate impacts upon customers, particularly in difficult economic times;

	•		loss of customer demand for electric generation supply to alternative energy suppliers;

	•		the ability of Consumers to recover its regulatory assets in full and in a timely manner;

	•		the effectiveness of Consumers’ electric and gas decoupling mechanisms in moderating the impact of sales variability on net revenues;

	•		the impact of enforcement powers and investigation activities at FERC;

	•		federal regulation of electric sales and transmission of electricity, including periodic re-examination by federal regulators of CMS Energy’s and Consumers’ market-based sales authorizations in wholesale power markets without price restrictions;

	•		effects of weather conditions, such as unseasonably warm weather during the winter, on sales;

	•		the market perception of the energy industry or of CMS Energy, Consumers, or any of their affiliates;

	•		the credit ratings of CMS Energy or Consumers;

	•		the impact of credit markets, economic conditions, and any new banking regulations on EnerBank;

	•		potential effects of the Dodd-Frank Act and related regulations on CMS Energy and Consumers, including regulation of financial institutions such as EnerBank, whistleblower rules, and shareholder activity that is or may be permitted under the Act;

	•		disruptions in the normal commercial insurance and surety bond markets that may increase costs or reduce traditional insurance coverage, particularly terrorism and sabotage insurance, performance bonds, and tax-exempt debt insurance, and stability of insurance providers, and the ability of Consumers to recover the costs of any such insurance from customers;

	•		changes in energy markets, including availability of capacity and the timing and extent of changes in commodity prices for oil, coal, natural gas, natural gas liquids, electricity, and certain related products due to lower or higher demand, shortages, transportation problems, or other developments, and their impact on CMS Energy’s and Consumers’ cash flows and working capital;

	•		the effectiveness of CMS Energy’s and Consumers’ risk management policies, procedures, and strategies, including their strategies to hedge risk related to future prices of electricity, natural gas, and other energy-related commodities;

	•		changes in construction material prices and the availability of qualified construction personnel to implement Consumers’ construction program;

	•		factors affecting development of generation projects and distribution infrastructure replacement and expansion projects, including those related to project site identification, construction, permitting, and government approvals;

	•		costs and availability of personnel, equipment, and materials for operating and maintaining existing facilities;

	•		factors affecting operations, such as unusual weather conditions, catastrophic weather-related damage, unscheduled generation outages, maintenance or repairs, environmental incidents, or electric transmission and distribution or gas pipeline system constraints;

	•		potential disruption or interruption of facilities or operations due to accidents, war, or terrorism, and the ability to obtain or maintain insurance coverage for these events;

	•		potential costs, lost revenues, or other consequences resulting from misappropriation of assets or sensitive information, corruption of data, or operational disruption in connection with a cyber-attack or other cyber incident;

	•		the impact of an accident, explosion, or other physical disaster involving Consumers’ gas pipelines, gas storage fields, overhead or underground electrical lines, or other utility infrastructure;

	•		CMS Energy’s and Consumers’ ability to achieve generation planning goals and the occurrence and duration of scheduled or unscheduled generation or gas compression outages;

	•		technological developments in energy production, delivery, usage, and storage;

	•		achievement of capital expenditure and operating expense goals;

	•		the impact of CMS Energy’s and Consumers’ integrated business software system on their operations, including utility customer billing and collections;

	•		potential effects of the Health Care Acts on existing or future health care costs;

	•		adverse outcomes regarding tax positions;

	•		adverse consequences resulting from any past or future assertion of indemnity or warranty claims associated with assets and businesses previously owned by CMS Energy or Consumers, including claims resulting from attempts by foreign or domestic governments to assess taxes on past operations or transactions;

	•		the outcome, cost, and other effects of legal or administrative proceedings, settlements, investigations, or claims;

	•		earnings volatility resulting from the application of fair value accounting to certain energy commodity contracts, such as electricity sales agreements and interest rate and foreign currency contracts;

	•		changes in financial or regulatory accounting principles or policies;

	•		a possible future requirement to comply with International Financial Reporting Standards, which differ from GAAP in various ways, including the present lack of special accounting treatment for regulated activities; and

	•		other business or investment matters that may be disclosed from time to time in CMS Energy’s and Consumers’ SEC filings, or in other publicly issued documents.

For additional details regarding these and other uncertainties, see the “Outlook” section included in MD&A; Note 3, Contingencies and Commitments; Note 4, Regulatory Matters; and Part II, Item 1A. Risk Factors.

CMS Energy Corporation
Consumers Energy Company

MANAGEMENT’S DISCUSSION AND ANALYSIS

This MD&A is a combined report of CMS Energy and Consumers.

EXECUTIVE OVERVIEW

CMS Energy is an energy company operating primarily in Michigan. It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and CMS Enterprises, primarily a domestic independent power producer. Consumers’ electric utility operations include the generation, purchase, distribution, and sale of electricity, and Consumers’ gas utility operations include the purchase, transmission, storage, distribution, and sale of natural gas. Consumers’ customer base consists of a mix of residential, commercial, and diversified industrial customers. CMS Enterprises, through its subsidiaries and equity investments, owns and operates power generation facilities.

CMS Energy and Consumers manage their businesses by the nature of services each provides. CMS Energy operates principally in three business segments: electric utility; gas utility; and enterprises, its non-utility investments and operations. Consumers operates principally in two business segments: electric utility and gas utility.

CMS Energy and Consumers earn revenue and generate cash from operations by providing electric and natural gas utility services; electric distribution and generation; gas transmission, storage, and distribution; and other energy-related services. Their businesses are affected primarily by:

	•		regulation and regulatory matters;

	•		economic conditions;

	•		weather;

	•		energy commodity prices;

	•		interest rates; and

	•		CMS Energy’s and Consumers’ securities’ credit ratings.

CMS Energy’s business approach has emphasized the key elements depicted below:

Safe, Excellent Operations

The safety and security of employees, customers, and the general public remain a priority of CMS Energy and Consumers. Accordingly, CMS Energy and Consumers have worked to integrate a set of safety principles into their business operations and culture. These principles include complying with applicable safety, health, and security regulations and implementing programs and processes aimed at continually improving safety and security conditions. From 2007 to 2010, Consumers achieved a 63 percent reduction in the annual number of recordable safety incidents.

Customer Value

Consumers is undertaking a number of initiatives that reflect its intensified customer focus. Consumers’ planned investments in reliability are aimed at improving safety, reducing customer outage frequency, reducing repetitive outages, and increasing customer satisfaction. Consumers’ productivity improvements are expected to help keep annual base rate increases (excluding PSCR and GCR charges) at or below the average rate of inflation. Consumers considers these and other aspects of its customer value initiative to be important to its success.

Utility Investment

Consumers expects to make capital investments of $6.6 billion from 2012 through 2016, with a key aspect of its strategy being the balanced energy initiative. The balanced energy initiative is a comprehensive energy resource plan to meet Consumers’ projected short-term and long-term electric power requirements with energy efficiency, demand management, expanded use of renewable energy, development of new power plants, pursuit of additional PPAs to complement existing generating sources, potential retirement or mothballing of older generating units, and continued operation of other existing units.

Renewable energy projects are a major component of Consumers’ planned capital investments. Consumers expects to spend $500 million on renewable energy investments from 2012 through 2016. The 2008 Energy Law requires that at least ten percent of Consumers’ electric sales volume come from renewable energy sources by 2015, and it includes requirements for specific capacity additions. Consumers has historically included renewable resources as part of its portfolio, with about five percent of its present power supply coming from such renewable sources as hydroelectric, landfill gas, biomass, and wind. In May 2011, the MPSC issued an order approving Consumers’ amended renewable energy plan, with slight modifications. The amended plan reduces the renewable energy surcharge that will be billed to customers in the future by an annual amount of $54 million, reflecting lower-than-anticipated costs to comply with renewable energy requirements. In October 2011, Consumers filed an application for the biennial review and approval of its renewable energy plan. The plan further reduces the renewable energy surcharge that will be billed to customers by an annual amount of $3 million.

In February 2011, Consumers and Detroit Edison together announced an $800 million maintenance and upgrade project at their jointly owned Ludington pumped-storage plant. The project, scheduled to begin in 2013 and extend through 2019, is expected to increase the capacity of Ludington by 16 percent, from its present level of 1,872 MW to about 2,172 MW, and increase the plant’s efficiency by five percent. Consumers expects its share of the project cost to total $400 million.

Consumers’ Smart Grid program, with an estimated total project capital cost of $750 million, also represents a major capital investment. The full-scale deployment of advanced metering infrastructure is planned to begin in the second half of 2012 and to continue through 2019. Consumers will have spent $160 million through 2011 on its Smart Grid program, and expects to spend an additional $260 million, following a phased approach, from 2012 through 2016.

Two additional major investment areas for Consumers are environmental spending and reliability improvements. Consumers expects its environmental investments to total $1.5 billion and its investments in system reliability to total $1.2 billion from 2012 through 2016.

Regulation

Regulatory matters are a key aspect of CMS Energy’s and Consumers’ businesses, particularly Consumers’ rate cases and regulatory proceedings before the MPSC. In September 2011, Michigan Governor Rick Snyder appointed John D. Quackenbush to replace retiring MPSC member Monica Martinez. John D. Quackenbush will serve as chair of the MPSC and former chair Orjiakor Isiogu will continue to serve as a member.

Recent important regulatory events and developments are summarized below.

	•		Gas Rate Cases: In May 2011, the MPSC approved a settlement agreement in Consumers’ 2010 gas rate case, authorizing a $31 million annual increase in gas rates, based on a 10.5 percent authorized return on equity. In September 2011, Consumers filed a new general gas rate case seeking an annual rate increase of $49 million, based on a 10.7 percent authorized return on equity.

	•		Electric Rate Case: In June 2011, Consumers filed a new general electric rate case seeking an annual rate increase of $195 million, based on a 10.7 percent authorized return on equity.

	•		Revenue Decoupling Mechanisms: In March 2011, Consumers filed its first reconciliation of the electric decoupling mechanism, requesting recovery of $27 million from customers for the period December 2009 through November 2010. This mechanism, presently authorized under the MPSC’s 2010 electric rate order through November 2011, allows Consumers to adjust future electric rates to compensate for changes in sales volumes resulting from the difference between the level of average sales per customer adopted in the order and actual average sales per customer, subject to certain conditions.

			In September 2011, Consumers filed its first reconciliation of the gas revenue decoupling mechanism, requesting recovery of $16 million from customers for the period June 2010 through May 2011. This mechanism, presently authorized under the MPSC’s 2010 gas rate case order, allows Consumers to adjust future gas rates to compensate for changes in sales volumes resulting from the difference between the level of average sales per customer adopted in the order and actual average weather-adjusted sales per customer, subject to certain conditions.

	•		DOE Settlement: In July 2011, Consumers entered into an agreement with the DOE to settle its claims related to the DOE’s failure to accept spent nuclear fuel. In September 2011, Consumers filed an application with the MPSC regarding the allocation of the $120 million settlement amount.

Environmental regulation is another area of importance for CMS Energy and Consumers, and they are monitoring numerous legislative and regulatory initiatives to regulate greenhouse gases, as well as related litigation. The EPA has taken steps to regulate greenhouse gases under the Clean Air Act, and is expected to propose guidelines for states to regulate greenhouse gas emissions from new and existing sources.

During 2010, the EPA issued various proposals for regulating PCBs, CCBs, sulfur dioxide, and nitrogen oxides. Additionally, in March 2011, the EPA proposed a hazardous air pollutant rule that would establish MACT emission standards for mercury and other hazardous air pollutants. Under the proposed rule, some coal-fueled electric generating units would require additional controls for hazardous air pollutants. Also in March 2011, the EPA issued a proposed rule to regulate existing electric generating plant cooling water intake systems. In July 2011, the EPA finalized the CSAPR, which requires

Michigan and 26 other states to improve air quality by reducing power plant emissions that allegedly contribute to ground-level ozone and fine particle pollution in other downwind states. This rule, which replaces CAIR, mandates emission reductions beginning in 2012. CMS Energy and Consumers are monitoring developments regarding MACT emission standards for potential effects on their operations and are continuing to assess the impact and cost of complying with the CSAPR.

Financial Performance in 2011 and Beyond

For the three months ended September 30, 2011, CMS Energy’s net income available to common stockholders was $139 million, and diluted earnings per share were $0.53. This compares with net income available to common stockholders of $134 million and diluted earnings per share of $0.53 for the three months ended September 30, 2010. For the nine months ended September 30, 2011, CMS Energy’s net income available to common stockholders was $374 million, and diluted earnings per share were $1.43. This compares with net income available to common stockholders of $299 million and diluted earnings per share of $1.19 for the nine months ended September 30, 2010. Among the factors contributing to CMS Energy’s improved performance for the nine months ended September 30, 2011 were benefits from electric and gas rate orders and increased gas deliveries, offset partially by higher depreciation, property taxes, and distribution and service restoration costs. A tax benefit resulting from the enactment of the MCIT in May 2011 was offset by the absence, in 2011, of an insurance settlement recovery recorded in 2010.

A more detailed discussion of the factors affecting CMS Energy’s and Consumers’ performance can be found in the “Results of Operations” section that follows this Executive Overview.

CMS Energy believes that economic conditions in Michigan are improving. Although Michigan’s economy continues to be affected by the recession and its impact on the state’s automotive industry and by high unemployment rates, there are indications that the recession has eased in Michigan. Consumers expects its electric sales to increase by more than one percent annually through 2016, driven largely by the continued rise in industrial production. Consumers is projecting that its gas sales will remain stable through 2016, due largely to energy efficiency and conservation.

As Consumers seeks to continue to receive fair and timely regulatory treatment, delivering customer value will remain a key strategic priority. To keep costs down for its utility customers, Consumers has set goals to achieve further annual productivity improvements. Additionally, Consumers will strive to give priority to capital investments that increase customer value or lower costs.

Consumers expects to continue to have sufficient capacity to fund its investment-based growth plans. CMS Energy also expects its sources of liquidity to remain sufficient to meet its cash requirements. CMS Energy and Consumers will continue to monitor developments in the financial and credit markets, as well as government policy responses to those developments, for potential implications for their businesses and their future financial needs.

RESULTS OF OPERATIONS

CMS Energy’s Consolidated Results of Operations


In Millions, Except Per Share Amounts
	Three Months Ended							Nine Months Ended
September 30	2011		2010		Change			2011		2010		Change

Net Income Available to Common Stockholders	$	139	$	134	$	5		$	374	$	299	$	75
Basic Earnings Per Share	$	0.55	$	0.58	$	(0.03	)	$	1.49	$	1.30	$	0.19
Diluted Earnings Per Share	$	0.53	$	0.53	$	—		$	1.43	$	1.19	$	0.24


In Millions
	Three Months Ended									Nine Months Ended
September 30	2011			2010			Change			2011			2010			Change

Electric Utility	$	159		$	156		$	3		$	309		$	283		$	26
Gas Utility		(5	)		2			(7	)		88			69			19
Enterprises		4			9			(5	)		36			51			(15	)
Corporate Interest and Other		(19	)		(33	)		14			(61	)		(87	)		26
Discontinued Operations		—			—			—			2			(17	)		19

Net Income Available to Common Stockholders	$	139		$	134		$	5		$	374		$	299		$	75

Presented in the following table are specific after-tax changes to net income available to common stockholders for the three and nine months ended September 30, 2011 versus 2010:


In Millions
	2011 better/(worse) than 2010
	Three Months Ended September 30						Nine Months Ended September 30

Electric and gas rate orders	$	7					$	59
Gas sales		—						34
Electric sales		6						2
Distribution and service restoration costs		(11	)					(33	)
Other, including depreciation and property tax		(6	)	$	(4	)		(24	)	$	38


Subsidiary earnings of enterprises segment					(3	)					(11	)
Other, mainly reduced financing costs					14						23

2010 insurance settlement recovery		—						(31	)
MCIT enactment		—						32
Voluntary separation plan cost in 2010		—						7
Other, including tax adjustments related to previously sold businesses		(2	)		(2	)		17			25

Total change				$	5					$	75

Consumers’ Electric Utility Results of Operations


*In Millions*
September 30	2011		2010		Change

Net Income Available to Common Stockholders
Three months ended	$	159	$	156	$	3
Nine months ended		309		283		26


In Millions
	2011 better/(worse) than 2010
	Three Months Ended			Nine Months Ended
Reasons for the change:	September 30			September 30

Electric deliveries and rate increases	$	3		$	5
Power supply costs and related revenue		—			10
Other income, net of expenses		(5	)		(12	)
Maintenance and other operating expenses		(14	)		(13	)
Depreciation and amortization		14			38
General taxes		6			1
Interest charges		(1	)		8
Income taxes		—			(11	)

Total change	$	3		$	26

Electric deliveries and rate increases: For the three months ended September 30, 2011, electric delivery revenues increased $3 million compared with 2010. This variance was due to additional revenues of $17 million resulting from a November 2010 rate increase and a $14 million increase in sales to Consumers’ industrial customers, offset partially by the impact of customers switching from demand rates to energy-only rates. These increases were also offset largely by a $28 million decrease in surcharge revenues and related reserves. Overall, deliveries to end-use customers were 10.4 billion kWh in 2011 and 10.5 billion kWh in 2010.

For the nine months ended September 30, 2011, electric delivery revenues increased $5 million compared with 2010. This variance was due to additional revenues of $83 million resulting from a November 2010 rate increase and a $9 million increase in other revenues, offset largely by the absence, in 2011, of $87 million of surcharges in 2010 to recover retirement benefit expenses and certain regulatory assets. Overall, deliveries to end-use customers were 28.7 billion kWh in 2011 and 28.6 billion kWh in 2010.

Power supply costs and related revenue: For the nine months ended September 30, 2011, PSCR revenue increased $10 million compared with 2010. This increase was due to the absence, in 2011, of a disallowance in 2010 of certain power supply costs.

Other income, net of expenses: For the three months ended September 30, 2011, other income decreased $5 million compared with 2010, and for the nine months ended September 30, 2011, other income decreased $12 million compared with 2010. These decreases were due primarily to a reduction in the return on certain regulatory assets as a result of their declining balances.

Maintenance and other operating expenses: For the three months ended September 30, 2011, maintenance and other operating expenses increased $14 million compared with 2010. This variance was due to $6 million of higher service restoration costs and $14 million of higher forestry and other operating expenses. These increases were offset partially by the absence, in 2011, of $6 million of retirement benefit expenses that were recovered in revenues in 2010.

For the nine months ended September 30, 2011, maintenance and other operating expenses increased $13 million compared with 2010. This variance was due to $27 million of higher service restoration costs, caused by a series of unusually severe storms in 2011, and $24 million of higher forestry, plant maintenance, and other operating expenses. These increases were offset partially by the absence, in 2011,

of $32 million of retirement benefit expenses that were recovered in revenues in 2010 and $6 million of voluntary separation plan expenses incurred in 2010.

Depreciation and amortization: For the three months ended September 30, 2011, depreciation and amortization expense decreased $14 million compared with 2010, and for the nine months ended September 30, 2011, depreciation and amortization expense decreased $38 million compared with 2010. These decreases were due to lower amortization expense on certain regulatory assets, offset partially by higher depreciation expense from increased plant in service.

General taxes: For the three months ended September 30, 2011, general taxes decreased $6 million compared with 2010, reflecting the impact of a final Michigan single business tax assessment for the years 2004 through 2007 that resulted in a tax deficiency less than the amount previously accrued.

Interest charges: For the nine months ended September 30, 2011, interest charges decreased $8 million compared with 2010, primarily from the absence, in 2011, of interest expense on a Michigan use tax assessment.

Income taxes: For the nine months ended September 30, 2011, income taxes increased $11 million compared with 2010, reflecting higher electric utility earnings in 2011.

Consumers’ Gas Utility Results of Operations


In Millions
September 30	2011			2010		Change

Net Income (Loss) Available to Common Stockholders
Three months ended	$	(5	)	$	2	$	(7	)
Nine months ended		88			69		19


In Millions
	2011 better/(worse) than 2010
	Three Months Ended			Nine Months Ended
Reasons for the change:	September 30			September 30

Gas deliveries and rate increases	$	3		$	55
Other income, net of expenses		(2	)		(6	)
Maintenance and other operating expenses		(14	)		(9	)
Depreciation and amortization		(1	)		(6	)
General taxes		3			(3	)
Interest charges		(1	)		2
Income taxes		5			(14	)

Total change	$	(7	)	$	19

Gas deliveries and rate increases: For the three months ended September 30, 2011, gas delivery revenues increased $3 million compared with 2010. This increase was due primarily to the May 2011 rate increase. Gas deliveries, including miscellaneous transportation to end-use customers, were 25.5 bcf in 2011, a decrease of 0.5 bcf, or 1.9 percent, compared with 2010.

For the nine months ended September 30, 2011, gas delivery revenues increased $55 million compared with 2010. This increase reflected higher customer usage, of which $38 million was due to colder weather in 2011. Gas deliveries, including miscellaneous transportation to end-use customers, were 205.0 bcf in 2011, an increase of 23.8 bcf, or 13.1 percent, compared with 2010.

Other income, net of expenses: For the three months ended September 30, 2011, other income decreased $2 million compared with 2010, and for the nine months ended September 30, 2011, other income decreased $6 million compared with 2010. These decreases were due primarily to a reduction in interest income related to secured lending agreements.

For the nine months ended September 30, 2011, maintenance and other operating expenses increased $9 million compared with 2010. The increase was due to $16 million of higher distribution operating expenses, offset partially by the absence, in 2011, of $3 million of retirement benefit expenses that were recovered in revenues in 2010 and $4 million of voluntary separation plan expenses incurred in 2010.

Depreciation and amortization: For the nine months ended September 30, 2011, depreciation and amortization expense increased $6 million compared with 2010, due to higher depreciation expense from increased plant in service.

General taxes: For the three months ended September 30, 2011, general taxes decreased $3 million compared with 2010, reflecting the impact of a final Michigan single business tax assessment for the years 2004 through 2007 that resulted in a tax deficiency less than the amount previously accrued.

Income taxes: For the three months ended September 30, 2011, income taxes decreased $5 million compared with 2010, reflecting lower gas utility earnings in 2011.

For the nine months ended September 30, 2011, income taxes increased $14 million compared with 2010, reflecting higher gas utility earnings in 2011.

Enterprises Results of Operations


In Millions
September 30	2011		2010		Change

Net Income Available to Common Stockholders
Three months ended	$	4	$	9	$	(5	)
Nine months ended		36		51		(15	)

For the three months ended September 30, 2011, net income of the enterprises segment decreased $5 million compared with 2010, due primarily to lower after-tax mark-to-market gains of $3 million.

For the nine months ended September 30, 2011, net income of the enterprises segment decreased $15 million compared with 2010, due to the absence, in 2011, of a $31 million insurance settlement recovery in 2010, lower electric revenues of $8 million, and lower mark-to-market gains of $5 million. These after-tax decreases were offset partially by a $28 million income tax benefit resulting from the enactment of the MCIT in May 2011.

For further details about the enactment of the MCIT, see Note 11, Income Taxes.

Corporate Interest and Other Results of Operations


In Millions
September 30	2011			2010			Change

Net Loss Available to Common Stockholders
Three months ended	$	(19	)	$	(33	)	$	14
Nine months ended		(61	)		(87	)		26

For the three months ended September 30, 2011, corporate interest and other net expenses decreased $14 million compared with 2010, due primarily to the absence, in 2011, of an $8 million after-tax charge in 2010 for deferred issuance costs on conversion of preferred stock. Also contributing to the decrease were a $4 million benefit from the impact of a final Michigan single business tax assessment for the years

2004 through 2007 that resulted in a tax deficiency less than the amount previously accrued and lower fixed charges in 2011.

For the nine months ended September 30, 2011, corporate interest and other net expenses decreased $26 million compared with 2010, due to the absence, in 2011, of an $8 million after-tax charge in 2010 for deferred issuance costs on conversion of preferred stock and an $8 million after-tax decrease in fixed charges in 2011. Also contributing to the decrease were lower income tax expense resulting partially from the enactment of the MCIT in May 2011 and a $4 million benefit from the impact of a final Michigan single business tax assessment for the years 2004 through 2007 that resulted in a tax deficiency less than the amount previously accrued.

Discontinued Operations

For the nine months ended September 30, 2011, income of $2 million was recorded from discontinued operations due to a legal settlement, compared with a loss from discontinued operations of $17 million in 2010 related to prior asset sales.

CASH POSITION, INVESTING, AND FINANCING

At September 30, 2011, CMS Energy had $623 million of consolidated cash and cash equivalents and $29 million of restricted cash and cash equivalents. At September 30, 2011, Consumers had $373 million of consolidated cash and cash equivalents and $28 million of restricted cash and cash equivalents.

Operating Activities

Presented in the following table are specific components of net cash provided by operating activities for the nine months ended September 30, 2011 and 2010:


In Millions
Nine Months Ended September 30	2011			2010			Change

CMS Energy, including Consumers
Net income	$	376		$	318		$	58
Non-cash transactions¹		742			864			(122	)

	$	1,118		$	1,182		$	(64	)
Sale of gas purchased in the prior year		514			475			39
Purchase of gas in the current year		(623	)		(608	)		(15	)
Accounts receivable sales, net		—			(50	)		50
Change in other core working capital²		293			325			(32	)
Postretirement benefits contributions		(56	)		(171	)		115
Other changes in assets and liabilities, net		(51	)		(155	)		104

Net cash provided by operating activities	$	1,195		$	998		$	197

Consumers
Net income	$	400		$	355		$	45
Non-cash transactions¹		655			749			(94	)

	$	1,055		$	1,104		$	(49	)
Sale of gas purchased in the prior year		514			475			39
Purchase of gas in the current year		(623	)		(608	)		(15	)
Accounts receivable sales, net		—			(50	)		50
Change in other core working capital²		295			325			(30	)
Postretirement benefits contributions		(53	)		(161	)		108
Other changes in assets and liabilities, net		57			(185	)		242

Net cash provided by operating activities	$	1,245		$	900		$	345

¹ Non-cash transactions comprise depreciation and amortization, changes in deferred income taxes, postretirement benefits expense, and other non-cash items.

² Other core working capital comprises other changes in accounts receivable and accrued revenues, inventories, and accounts payable.

For the nine months ended September 30, 2011, net cash provided by operating activities at CMS Energy increased $197 million compared with 2010. The increase was due primarily to the changes in Consumers’ cash provided by operating activities described in the following paragraph.

For the nine months ended September 30, 2011, net cash provided by operating activities at Consumers increased $345 million compared with 2010. The increase was due primarily to the absence of Pension Plan contributions in 2011, increased collections of accounts receivable, and the absence, in 2011, of refunds paid to customers in 2010.

Investing Activities

Presented in the following table are specific components of net cash used in investing activities for the nine months ended September 30, 2011 and 2010:


In Millions
Nine Months Ended September 30	2011			2010			Change

CMS Energy, including Consumers
Capital expenditures	$	(624	)	$	(611	)	$	(13	)
Cash effect of deconsolidation of partnerships		—			(10	)		10
Increase in EnerBank loans receivable		(60	)		(75	)		15
Costs to retire property and other		(68	)		(30	)		(38	)

Net cash used in investing activities	$	(752	)	$	(726	)	$	(26	)

Consumers
Capital expenditures	$	(618	)	$	(608	)	$	(10	)
Costs to retire property and other		(65	)		(32	)		(33	)

Net cash used in investing activities	$	(683	)	$	(640	)	$	(43	)

For the nine months ended September 30, 2011, net cash used in investing activities increased $26 million at CMS Energy compared with 2010. This variance was due to an increase in capital expenditures and other investing activities, including CMS Energy’s contribution of $27 million to its SERP fund. These changes were offset partially by the absence, in 2011, of the cash effect of deconsolidating certain partnerships in 2010.

For the nine months ended September 30, 2011, net cash used in investing activities increased $43 million at Consumers compared with 2010. The variance was due to an increase in asset retirement costs and other investing activities, including Consumers’ contribution of $20 million to its SERP fund.

Financing Activities

Presented in the following table are specific components of net cash (used in) provided by financing activities for the nine months ended September 30, 2011 and 2010:


In Millions
Nine Months Ended September 30	2011			2010			Change

CMS Energy, including Consumers
Issuance of FMBs, senior notes, and other debt	$	375		$	850		$	(475	)
Proceeds from EnerBank notes, net		58			105			(47	)
Retirement of long-term debt		(300	)		(436	)		136
Payment of net DOE liability		(43	)		—			(43	)
Payment of common and preferred dividends		(159	)		(111	)		(48	)
Other financing activities		—			(73	)		73

Net cash (used in) provided by financing activities	$	(69	)	$	335		$	(404	)

Consumers
Issuance of FMBs	$	—		$	300		$	(300	)
Retirement of debt and other debt maturity payments		(27	)		(335	)		308
Payment of net DOE liability		(43	)		—			(43	)
Payments of common and preferred dividends		(294	)		(261	)		(33	)
Stockholder’s contribution from CMS Energy		125			250			(125	)
Other financing activities		(21	)		(20	)		(1	)

Net cash used in financing activities	$	(260	)	$	(66	)	$	(194	)

For the nine months ended September 30, 2011, net cash used in financing activities at CMS Energy increased $404 million compared to 2010. The change was due to a decrease in net proceeds from borrowings and higher dividend payments in 2011.

For the nine months ended September 30, 2011, net cash used in financing activities at Consumers increased $194 million compared with 2010. The change was due to an increase in net retirements of debt, a lower stockholder’s contribution from CMS Energy, and higher dividend payments in 2011.

CAPITAL RESOURCES AND LIQUIDITY

CMS Energy uses dividends from its subsidiaries and external financing and capital transactions to invest in its utility and non-utility businesses, retire debt, pay dividends, and fund its other obligations. The ability of CMS Energy’s subsidiaries, including Consumers, to pay dividends to CMS Energy depends upon each subsidiary’s revenues, earnings, cash needs, and other factors. In addition, Consumers’ ability to pay dividends may be restricted by certain terms included in its articles of incorporation, by provisions under the Federal Power Act and the Natural Gas Act, and by FERC requirements. For additional details on Consumers’ dividend restrictions, see Note 5, Financings, “Dividend Restrictions.” For the nine months ended September 30, 2011, Consumers paid $292 million in common stock dividends to CMS Energy.

Consumers uses cash flows generated from operations and external financing transactions, as well as stockholder’s contributions from CMS Energy, to fund capital expenditures, retire debt, pay dividends, contribute to its employee benefit plans, and fund its other obligations.

CMS Energy’s and Consumers’ access to the financial and capital markets depends on their credit ratings and on market conditions. As evidenced by past financing transactions, CMS Energy and Consumers have had ready access to these markets and, barring major market dislocations or disruptions, they expect to continue to have such access. If access to these markets were to become diminished or otherwise restricted, however, CMS Energy and Consumers would implement contingency plans to address debt maturities, which could include reduced capital spending. CMS Energy and Consumers had the following secured revolving credit facilities available at September 30, 2011:


In Millions
					Letters of Credit
	Amount of Facility		Amount Borrowed		Outstanding		Amount Available		Expiration Date

CMS Energy
Revolving credit facility¹	$	550	$	—	$	3	$	547	March 2016

Consumers
Revolving credit facility^2,3	$	500	$	—	$	1	$	499	March 2016
Revolving credit facility³		150		—		—		150	August 2013
Revolving credit facility^3,4		30		—		30		—	September 2014

¹ On March 31, 2011, CMS Energy entered into a $550 million secured revolving credit facility with a consortium of banks. This facility has a five-year term and replaces CMS Energy’s revolving credit facility that was set to expire in 2012. Obligations under this facility are secured by Consumers common stock.

² On March 31, 2011, Consumers entered into a $500 million secured revolving credit facility with a consortium of banks. This facility has a five-year term and replaces Consumers’ revolving credit facility that was set to expire in 2012.

³ Obligations under this facility are secured by FMBs of Consumers.

⁴ Secured revolving letter of credit facility.

CMS Energy and Consumers use these credit facilities for general working capital purposes and to issue letters of credit. An additional source of liquidity is Consumers’ revolving accounts receivable sales program, which allows it to transfer up to $250 million of accounts receivable as a secured borrowing. At September 30, 2011, $250 million of accounts receivable were eligible for transfer under this program.

CMS Energy’s $550 million revolving credit agreement specifies a maximum debt-to-EBITDA ratio, as defined therein. Consumers’ $500 million revolving credit agreement specifies a maximum debt-to-capital ratio, as defined therein. CMS Energy and Consumers were each in compliance with these limits as of September 30, 2011, as presented in the following table:

Ratio at

Revolving Credit Agreement

Description

Maximum Limit

September 30, 2011

CMS Energy

$550 million revolving credit agreement

Debt to EBITDA

6.0 to 1.0

4.74 to 1.0

Consumers

$500 million revolving credit agreement

Debt to Capital

0.65 to 1.0

0.49 to 1.0

Components of CMS Energy’s and Consumers’ cash management plan include controlling operating expenses and capital expenditures and evaluating market conditions for financing and refinancing opportunities. CMS Energy and Consumers believe that their present level of cash and their expected cash flows from operating activities, together with their access to sources of liquidity, will be sufficient to fund their contractual obligations for 2011 and beyond.

Off-Balance-Sheet Arrangements

CMS Energy, Consumers, and certain of their subsidiaries also enter into various arrangements in the normal course of business to facilitate commercial transactions with third parties. These arrangements include indemnities, surety bonds, letters of credit, and financial and performance guarantees. Indemnities are usually agreements to reimburse a counterparty that may incur losses due to outside claims or breach of contract terms. The maximum payment that could be required under a number of these indemnity obligations is not estimable. While CMS Energy and Consumers believe it is unlikely that they will incur any material losses related to indemnities they have not recorded as liabilities, they cannot predict the impact of these contingent obligations on their liquidity and financial condition. For additional details on these and other guarantee arrangements, see Note 3, Contingencies and Commitments, “Guarantees.”

OUTLOOK

Several business trends and uncertainties may affect CMS Energy’s and Consumers’ financial condition and results of operations. These trends and uncertainties could have a material impact on CMS Energy’s and Consumers’ consolidated income, cash flows, or financial position. For additional details regarding these and other uncertainties, see Forward-Looking Statements and Information; Note 3, Contingencies and Commitments; and Part II, Item 1A. Risk Factors.

Consumers’ Electric Utility Business Outlook and Uncertainties

Balanced Energy Initiative: Consumers’ balanced energy initiative is a comprehensive energy resource plan designed to meet the short-term and long-term energy needs of its customers through:

	•		energy efficiency;

	•		demand management;

	•		expanded use of renewable energy;

	•		development of new power plants;

	•		pursuit of additional PPAs to complement existing generating sources;

	•		continued operation of existing units; and

	•		potential retirement or mothballing of older generating units.

In 2010, Consumers announced plans to defer the development of its proposed 830-MW coal-fueled plant at its Karn/Weadock generating complex. This decision reflects reduced customer usage and demand for electricity due to the recession, forecasted lower natural gas prices due to recent developments in shale gas recovery technology, and projected surplus generating capacity in the MISO market. Consumers has been monitoring customer usage and demand, fuel and power prices, and other market conditions, and has not set a timetable for a future decision about the project. Although the likelihood that the plant will be constructed has diminished significantly, in July 2011 the MDEQ granted Consumers an extension of the project’s air permit, which is being challenged by two environmental groups. Consumers’ alternatives to constructing the proposed coal-fueled plant include constructing new gas-fueled generation, relying on additional market purchases, and continued operation of several existing generating units.

Renewable Energy Plan: Consumers’ renewable energy plan details how Consumers will meet REC and capacity standards prescribed by the 2008 Energy Law. This law requires Consumers to obtain RECs in an amount equal to at least ten percent of its electric sales volume (estimated to be 3.5 million RECs annually) by 2015. RECs represent proof that the associated electricity was generated from a renewable energy resource. Under its renewable energy plan, Consumers expects to secure its renewable energy requirement each year with a combination of newly generated RECs and previously generated RECs carried over from prior years. At September 30, 2011, the combination of these sources represented 84 percent of Consumers’ 2015 REC requirement.

The 2008 Energy Law also requires Consumers to obtain 500 MW of capacity from renewable energy resources by 2015, either through generation resources owned by Consumers or through agreements to purchase capacity from other parties. To meet its renewable capacity requirements, Consumers expects to add more than 500 MW of owned or contracted renewable capacity by 2015. Through September 2011, Consumers has contracted for the purchase of 297 MW of nameplate capacity from renewable energy suppliers, which represents 59 percent of the 2015 renewable capacity requirement.

Consumers has secured more than 81,000 acres of land easements in Michigan’s Huron, Mason, and Tuscola Counties for the potential development of wind generation, and is now collecting wind speed and other meteorological data at those sites. Consumers has entered into construction and supply contracts as well as a contract to purchase wind turbine generators for the construction of Lake Winds Energy Park, a 100-MW wind park in Mason County, which Consumers expects to be operational in late 2012. In July 2011, the Mason County Planning Commission voted in favor of granting a special land use permit

for the construction of Lake Winds Energy Park. The actions of the Mason County Planning Commission have been upheld by the Mason County Zoning Board of Appeals. The permit has now been appealed to the Mason County Circuit Court. Consumers will also continue development of Cross Winds Energy Park, its 150-MW wind park in Tuscola County, scheduled for operation by late 2015, as well as seek other opportunities for wind generation development in support of the renewable capacity standards.

Electric Customer Deliveries and Revenue: Consumers’ electric customer deliveries are largely dependent on Michigan’s economy, which has suffered from economic and financial instability in the automotive and real estate sectors. Consumers believes economic conditions are improving, and expects weather-adjusted electric deliveries to increase in 2011 by 1.5 percent compared with 2010.

Consumers expects average electric delivery growth of more than one percent annually over the next five years. This increase reflects growth in electric demand, offset partially by the predicted effects of energy efficiency programs and appliance efficiency standards. Actual deliveries will depend on:

	•		energy conservation measures and results of energy efficiency programs;

	•		fluctuations in weather; and

	•		changes in economic conditions, including utilization, expansion, or contraction of manufacturing facilities, population trends, and housing activity.

The MPSC’s 2009 electric rate case order authorized Consumers to implement an electric revenue decoupling mechanism, subject to certain conditions. This decoupling mechanism, which was extended through November 2011 in the MPSC’s 2010 electric rate case order, allows Consumers to adjust future electric rates to compensate for changes in sales volumes resulting from the difference between the level of average sales per customer adopted in the order and actual average sales per customer. This mechanism mitigates the impacts of weather fluctuations, energy efficiency, and conservation on Consumers’ electric utility revenue.

Electric ROA: The Customer Choice Act allows all of Consumers’ electric customers to buy electric generation service from Consumers or from an alternative electric supplier. The 2008 Energy Law revised the Customer Choice Act by limiting alternative electric supply to ten percent of Consumers’ weather-adjusted retail sales of the preceding calendar year. At September 30, 2011, electric deliveries under the ROA program were at the ten percent limit and alternative electric suppliers were providing 792 MW of generation service to ROA customers. Based on 2010 weather-adjusted retail sales, Consumers expects 2011 electric deliveries under the ROA program to be at a similar level to 2010.

Electric Transmission: In July 2011, FERC issued an order in a rulemaking proceeding concerning regional electric transmission planning and cost allocations. In August 2011, Consumers and several other electric utilities filed a joint petition seeking clarification/rehearing of FERC’s July order and opposing the allocation methodology.

In a related matter, in July 2010, MISO filed a tariff revision with FERC proposing a cost allocation methodology for a new category of transmission projects. In December 2010, FERC approved MISO’s cost allocation proposal. Under this tariff revision, the cost of these new transmission projects will be spread proportionally across the Midwest Energy Market. Consumers believes that Michigan customers will bear additional costs under MISO’s tariff without receiving comparable benefits from these projects. In January 2011, Consumers, along with the Michigan Attorney General, ABATE, Detroit Edison, the Michigan Municipal Electric Association, and the Michigan Public Power Agency, filed a request for rehearing with FERC, opposing the allocation methodology in the MISO tariff revision. In October 2011, FERC denied this request for rehearing. Consumers expects to continue to recover transmission expenses, including those associated with the MISO tariff revision, through the PSCR process.

Electric Rate Matters: Rate matters are critical to Consumers’ electric utility business. See Note 4, Regulatory Matters, “Consumers’ Electric Utility” for details on the following electric rate matters:

	•		electric rate cases;

	•		PSCR;

	•		electric revenue decoupling mechanism;

	•		uncollectible expense tracking mechanism;

	•		electric operation and maintenance expenditures show-cause order;

	•		Big Rock decommissioning;

	•		renewable energy plan;

	•		energy optimization plan; and

	•		electric depreciation.

Electric Environmental Estimates: Consumers’ operations are subject to various state and federal environmental laws and regulations. Consumers estimates that it will incur expenditures of $1.6 billion from 2011 through 2018 to continue to comply with the Clean Air Act, Clean Water Act, and numerous state and federal environmental regulations. Consumers expects to recover these costs in customer rates, but cannot guarantee this result. Consumers’ primary environmental compliance focus includes, but is not limited to, the following matters:

Air Quality: In December 2008, a court decision remanded CAIR back to the EPA. Until the EPA finalized a new rule, CAIR remained in effect. In July 2011, the EPA released CSAPR, a final replacement rule for CAIR, which requires Michigan and 26 other states to improve air quality by reducing power plant emissions that allegedly contribute to ground level ozone and fine particle pollution in other downwind states. This rule mandates emission reductions beginning in 2012. In a separate but related regulatory action, the EPA also issued a supplemental notice of proposed rulemaking requiring certain states, including Michigan, to reduce nitrogen oxides emissions during the summer months under the CSAPR ozone-season control program. If this supplemental proposal were finalized, it would bring the total number of states covered under CSAPR to 28.

In March 2011, the EPA proposed MACT emission standards for electric generating units, based on Section 112 of the Clean Air Act. Under the proposed rule, some coal-fueled and oil-fueled electric generating units would require additional controls for hazardous air pollutants. Existing units must meet the standards generally within three to four years of issuance of the final rule. Although numerous parties, including the State of Michigan, have sought to extend the deadline, the EPA is scheduled to issue the final rule in December 2011.

Presently, Consumers’ strategy to comply with CSAPR, and with MACT emission standards for electric generating units in its proposed form, involves the installation of state-of-the-art emission control equipment; however, Consumers continues to evaluate CSAPR and MACT emission standards for electric generating units in conjunction with other EPA rulemakings, litigation and congressional action. These rules could result in:

	•		additional or accelerated environmental compliance costs related to Consumers’ coal-fueled and oil-fueled power plants;

	•		a change in the fuel mix at coal-fueled and oil-fueled power plants;

	•		changes in how certain plants are used; and

	•		the retirement of some or all of Consumers’ older, smaller generating units or the temporary suspension of their operations.

The MDEQ renewed and issued the B.C. Cobb Renewable Operating Permit in August 2011 after an extensive review and a public comment period. In October 2011, the Sierra Club and the Natural Resources Defense Council filed a petition with the EPA to object to the MDEQ’s issuance of the state Renewable Operating Permit, alleging that the facility is not in compliance with certain provisions of the

Clean Air Act, including NSR and Title V. The EPA could either deny the petition outright or grant the petition and remand the matter to the MDEQ for further action. Consumers believes these claims are baseless, but is unable to predict the outcome of this petition.

Greenhouse Gases: There are numerous legislative and regulatory initiatives at the state, regional, and national levels that involve the regulation of greenhouse gases. Consumers monitors and comments on these initiatives and also follows litigation involving greenhouse gases. Consumers believes Congress may eventually pass greenhouse gas legislation, but is unable to predict the form and timing of any final legislation.

In 2010, the EPA released its Prevention of Significant Deterioration and Title V Greenhouse Gas Tailoring Rule, which sets limits for greenhouse gas emissions that define when permits are required for new and existing industrial facilities under NSR PSD and Title V Operating Permit programs. Numerous parties have challenged this rule in the U.S Court of Appeals for the D.C. Circuit, and Consumers is monitoring this litigation. Consumers does not expect to incur significant expenditures to comply with this rule.

In December 2010, the EPA entered into a settlement agreement with certain states and environmental groups wherein in September 2011 the EPA was to propose new source performance standards for greenhouse gases at new and modified power plants pursuant to Section 111(b) of the Clean Air Act. The EPA did not meet the September 2011 deadline and has not yet announced a new schedule for issuance of the standards. The EPA is also expected to propose emissions guidelines for the states to regulate greenhouse gas emissions from existing generating units under Section 111(d) of the Clean Air Act. Under the expected schedule, states will need to submit plans to the EPA within nine months of issuance of the final rule and guidelines. Consumers will continue to monitor activity from this settlement and any proposed new source performance standards regulations.

Litigation, as well as federal laws, EPA regulations regarding greenhouse gases, or similar treaties, state laws, or rules, if enacted or ratified, could require Consumers to replace equipment, install additional emission control equipment, purchase emission allowances, curtail operations, arrange for alternative sources of supply, or take other steps to manage or lower the emission of greenhouse gases. Although associated capital or operating costs relating to greenhouse gas regulation or legislation could be material and cost recovery cannot be assured, Consumers expects to recover these costs and capital expenditures in rates consistent with the recovery of other reasonable costs of complying with environmental laws and regulations.

Coal Combustion By-Products: In June 2010, the EPA proposed rules regulating CCBs, such as coal ash, under the Resource Conservation and Recovery Act. Michigan already regulates CCBs as low-hazard industrial waste. The EPA proposed a range of alternatives for regulating CCBs, including regulation as either a non-hazardous waste or a hazardous waste. If coal ash were regulated as a hazardous waste, Consumers would likely cease the beneficial re-use of this product, which would result in a significant increase in the amount of coal ash requiring costly disposal. Additionally, if the cost of upgrading existing coal ash disposal areas to meet hazardous waste landfill standards were to become economically prohibitive, existing coal ash disposal areas could close, requiring Consumers to find costly alternative arrangements for disposal. Consumers is unable to predict the impacts from this wide range of possible outcomes, but significant expenditures are likely.

Water: In March 2011, the EPA issued a proposed rule to regulate existing electric generating plant cooling water intake systems under Section 316(b) of the Clean Water Act aimed at reducing alleged harmful impacts on fish and shellfish. Consumers is evaluating this proposed rule and its potential impacts on Consumers’ plants. A final rule is expected in July 2012.

PCBs: In April 2010, the EPA issued an Advance Notice of Proposed Rulemaking, indicating that it is considering a variety of regulatory actions with respect to PCBs. One proposal aims to phase out

equipment containing PCBs by 2025. Another proposal eliminates an exemption for small equipment containing PCBs. To comply with this proposed rule, Consumers could incur substantial costs associated with existing electrical equipment that could contain PCBs.

Other electric environmental matters could have a major impact on Consumers’ outlook. For additional details on other electric environmental matters, see Note 3, Contingencies and Commitments, “Consumers’ Electric Utility Contingencies — Electric Environmental Matters.”

Consumers’ Gas Utility Business Outlook and Uncertainties

Gas Deliveries: Consumers believes economic conditions in Michigan are improving, and expects weather-adjusted gas deliveries to increase in 2011 by three percent compared with 2010. Over the next five years, Consumers expects average gas deliveries to remain stable. Actual delivery levels from year to year may vary from this trend due to:

	•		fluctuations in weather;

	•		use by independent power producers;

	•		availability and development of renewable energy sources;

	•		changes in gas prices;

	•		Michigan economic conditions, including population trends and housing activity;

	•		the price of competing energy sources or fuels; and

	•		energy efficiency and conservation impacts greater or less than predicted.

A decoupling mechanism was authorized by the MPSC in Consumers’ 2009 gas rate case, subject to certain conditions. This mechanism, which was extended in the MPSC’s 2010 gas rate order, allows Consumers to adjust future gas rates to compensate for changes in sales volumes resulting from the difference between the level of average sales per customer adopted in the order and actual average weather-adjusted sales per customer. The mechanism does not provide rate adjustments for changes in sales volumes arising from weather fluctuations. This mechanism mitigates the impacts of energy efficiency programs, conservation, and changes in economic conditions on Consumers’ gas utility revenue.

Gas Rate Matters: Rate matters are critical to Consumers’ gas utility business. See Note 4, Regulatory Matters, “Consumers’ Gas Utility” for details on Consumers’ gas rate case, GCR, and gas revenue decoupling mechanism.

Gas Pipeline Safety: In response to the natural gas pipeline explosion that occurred in San Bruno, California in September 2010 and other recent events, the U.S. House of Representatives and the U.S. Senate have proposed bills stipulating stricter regulation of natural gas pipelines nationwide. These proposed bills affect both transmission and distribution pipelines. The proposed bills contain provisions mandating:

	•		the installation of automatic shutoff equipment in high consequence areas;

	•		redefinition of “high consequence areas”;

	•		increased civil penalties;

	•		prescribed notification and on-site incident response times;

	•		plans for safe management and replacement of cast iron pipelines;

	•		consideration of seismic activity;

	•		verification of maximum allowable operating pressure of all pipelines; and

	•		certain disclosures to homeowners and regulatory agencies.

Consumers continues to comply with laws and regulations governing natural gas pipeline safety. If these proposed laws are put into effect, Consumers could incur significant additional costs related to its natural

gas pipeline safety programs. Consumers expects that it would be able to recover the costs in rates, consistent with the recovery of other reasonable costs of complying with laws and regulations.

Gas Environmental Estimates: Consumers expects to incur response activity costs at a number of sites, including 23 former MGP sites. For additional details, see Note 3, Contingencies and Commitments, “Consumers’ Gas Utility Contingencies — Gas Environmental Matters.”

Consumers’ Other Outlook and Uncertainties

Smart Grid: Consumers’ grid modernization effort continues, with the recent selection of a vendor that will provide smart electric meters and a cellular communications network to allow Consumers to transmit and receive electric usage information from customers’ homes and businesses. Smart meters are designed to allow customers to monitor and manage their energy usage, which should help reduce demand during critical peak times, resulting in lower peak capacity requirements. The installation of smart meters should also provide operational benefits to Consumers. Consumers intends to use a phased implementation approach, beginning deployment in the second half of 2012 and continuing through 2019. Consumers is also considering installing communication modules on gas meters in areas where Consumers provides both electricity and natural gas to customers.

Enterprises Outlook and Uncertainties

The primary focus with respect to CMS Energy’s remaining non-utility businesses is to optimize cash flow and maximize the value of their assets.

Trends, uncertainties, and other matters that could have a material impact on CMS Energy’s consolidated income, cash flows, or financial position include:

	•		indemnity and environmental remediation obligations at Bay Harbor;

	•		the outcome of certain legal proceedings;

	•		impacts of declines in electricity prices on the profitability of the enterprises segment’s generating units;

	•		representations, warranties, and indemnities provided by CMS Energy or its subsidiaries in connection with previous sales of assets;

	•		changes in commodity prices and interest rates on certain derivative contracts that do not qualify for hedge accounting and must be marked to market through earnings;

	•		changes in various environmental laws, regulations, principles, or practices, or in their interpretation; and

	•		economic conditions in Michigan, including population trends and housing activity.

For additional details regarding the enterprises segment’s uncertainties, see Note 3, Contingencies and Commitments.

Other Outlook and Uncertainties

EnerBank: EnerBank, a wholly owned subsidiary of CMS Capital, is a Utah state-chartered, FDIC-insured industrial bank providing unsecured home improvement loans. EnerBank represented one percent of CMS Energy’s net assets at September 30, 2011, and two percent of CMS Energy’s net income available to common stockholders for the nine months ended September 30, 2011. The carrying value of EnerBank’s loan portfolio was $439 million at September 30, 2011. Its loan portfolio was funded primarily by deposit liabilities of $422 million. Twelve-month rolling average default rates on loans held by EnerBank have declined from 1.4 percent at December 31, 2010 to 1.0 percent at September 30, 2011. CMS Energy is required to ensure that EnerBank remains well capitalized.

CMS Energy Corporation

Consolidated Statements of Income
(Unaudited)


In Millions
	Three Months Ended						Nine Months Ended
September 30	2011			2010			2011			2010

Operating Revenue	$	1,464		$	1,443		$	4,883		$	4,750

Operating Expenses
Fuel for electric generation		199			183			504			472
Purchased and interchange power		365			363			968			955
Purchased power — related parties		23			21			64			63
Cost of gas sold		107			104			1,095			1,060
Maintenance and other operating expenses		301			273			868			844
Depreciation and amortization		120			133			404			436
General taxes		33			49			151			156
Insurance settlement		—			—			—			(50	)
Gain on asset sales, net		—			(2	)		—			(6	)

Total operating expenses		1,148			1,124			4,054			3,930


Operating Income		316			319			829			820

Other Income (Expense)
Interest income		4			5			8			14
Allowance for equity funds used during construction		1			1			4			4
Income from equity method investees		4			3			10			8
Other income		3			9			12			27
Other expense		(3	)		(2	)		(8	)		(7	)

Total other income		9			16			26			46


Interest Charges
Interest on long-term debt		99			97			298			293
Other interest expense		6			6			18			34
Allowance for borrowed funds used during construction		(1	)		(1	)		(3	)		(3	)

Total interest charges		104			102			313			324


Income Before Income Taxes		221			233			542			542
Income Tax Expense		81			87			168			207


Income From Continuing Operations		140			146			374			335
Income (Loss) From Discontinued Operations, Net of Tax
Expense of $-, $-, $1 and $5		—			—			2			(17	)


Net Income		140			146			376			318
Income Attributable to Noncontrolling Interests		1			1			2			3


Net Income Attributable to CMS Energy		139			145			374			315
Charge for Deferred Issuance Costs on Preferred Stock		—			8			—			8
Preferred Stock Dividends		—			3			—			8


Net Income Available to Common Stockholders	$	139		$	134		$	374		$	299

The accompanying notes are an integral part of these statements.


	In Millions, Except Per Share Amounts
	Three Months Ended				Nine Months Ended
September 30	2011		2010		2011		2010

Net Income Attributable to Common Stockholders
Amounts Attributable to Continuing Operations	$	139	$	134	$	372	$	316
Amounts Attributable to Discontinued Operations		—		—		2		(17	)

Net Income Available to Common Stockholders	$	139	$	134	$	374	$	299


Income Attributable to Noncontrolling Interests
Amounts Attributable to Continuing Operations	$	1	$	1	$	2	$	3
Amounts Attributable to Discontinued Operations		—		—		—		—

Income Attributable to Noncontrolling Interests	$	1	$	1	$	2	$	3


Basic Earnings Per Average Common Share
Basic Earnings from Continuing Operations	$	0.55	$	0.58	$	1.48	$	1.38
Basic Earnings (Loss) from Discontinued Operations		—		—		0.01		(0.08	)

Basic Earnings Attributable to Common Stock	$	0.55	$	0.58	$	1.49	$	1.30


Diluted Earnings Per Average Common Share
Diluted Earnings from Continuing Operations	$	0.53	$	0.53	$	1.42	$	1.26
Diluted Earnings (Loss) from Discontinued Operations		—		—		0.01		(0.07	)

Diluted Earnings Attributable to Common Stock	$	0.53	$	0.53	$	1.43	$	1.19


Dividends Declared Per Common Share	$	0.21	$	0.15	$	0.63	$	0.45

CMS Energy Corporation
Consolidated Statements of Cash Flows
(Unaudited)


				In Millions
Nine months ended September 30	2011			2010

Cash Flows from Operating Activities
Net Income	$	376		$	318
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		404			436
Deferred income taxes and investment tax credit		149			205
Postretirement benefits expense		124			169
Other non-cash operating activities		65			54
Postretirement benefits contributions		(56	)		(171	)
Changes in other assets and liabilities:
Decrease in accounts receivable, notes receivable, and accrued revenue		280			239
Decrease in accrued power supply revenue		15			2
Increase in inventories		(106	)		(88	)
Decrease in deferred property taxes		133			127
Increase (decrease) in accounts payable		10			(9	)
Decrease in accrued expenses		(227	)		(187	)
Increase in other current and non-current assets		(23	)		(12	)
Increase (decrease) in other current and non-current liabilities		51			(85	)

Net cash provided by operating activities		1,195			998


Cash Flows from Investing Activities
Capital expenditures (excludes assets placed under capital lease)		(624	)		(611	)
Cost to retire property		(43	)		(31	)
Cash effect of deconsolidation of partnerships		—			(10	)
Increase in EnerBank loans receivable		(60	)		(75	)
Other investing activities		(25	)		1

Net cash used in investing activities		(752	)		(726	)


Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		375			850
Proceeds from EnerBank notes, net		58			105
Issuance of common stock		26			7
Retirement of long-term debt		(300	)		(436	)
Payment of net DOE liability		(43	)		—
Payment of common stock dividends		(159	)		(103	)
Payment of preferred stock dividends		—			(8	)
Redemption of preferred stock		—			(13	)
Payment of capital and finance lease obligations		(18	)		(18	)
Other financing costs		(8	)		(49	)

Net cash (used in) provided by financing activities		(69	)		335


Net Increase in Cash and Cash Equivalents, Including Assets Held for Sale		374			607
Decrease (Increase) in Cash and Cash Equivalents Included in Assets Held for Sale		2			(1	)


Net Increase in Cash and Cash Equivalents		376			606
Cash and Cash Equivalents, Beginning of Period		247			90


Cash and Cash Equivalents, End of Period	$	623		$	696

The accompanying notes are an integral part of these statements.

CMS Energy Corporation
Consolidated Balance Sheets
(Unaudited)


In Millions
	September 30		December 31
ASSETS	2011		2010

Current Assets
Cash and cash equivalents	$	623	$	247
Restricted cash and cash equivalents		29		23
Accounts receivable and accrued revenue, less allowances of $25 in 2011 and 2010		690		981
Notes receivable		62		70
Accounts receivable — related parties		10		10
Accrued power supply revenue		—		15
Inventories at average cost
Gas in underground storage		1,050		946
Materials and supplies		102		104
Generating plant fuel stock		127		125
Deferred property taxes		116		180
Regulatory assets		2		19
Assets held for sale		—		2
Prepayments and other current assets		49		37

Total current assets		2,860		2,759


Plant, Property, and Equipment (at cost)
Plant, property, and equipment, gross		14,607		14,145
Less accumulated depreciation, depletion, and amortization		4,869		4,646

Plant, property, and equipment, net		9,738		9,499
Construction work in progress		672		570

Total plant, property, and equipment		10,410		10,069


Non-current Assets
Regulatory assets		2,002		2,093
Accounts and notes receivable, less allowances of $5 in 2011 and 2010		430		397
Investments		53		49
Assets held for sale		—		4
Other non-current assets		203		245

Total non-current assets		2,688		2,788


Total Assets	$	15,958	$	15,616

The accompanying notes are an integral part of these statements.


In Millions
	September 30			December 31
LIABILITIES AND EQUITY	2011			2010

Current Liabilities
Current portion of long-term debt, capital and finance lease obligations	$	1,140		$	750
Accounts payable		484			492
Accounts payable — related parties		9			9
Accrued rate refunds		24			19
Accrued interest		70			102
Accrued taxes		103			302
Deferred income taxes		132			180
Regulatory liabilities		121			22
Liabilities held for sale		—			1
Other current liabilities		131			144

Total current liabilities		2,214			2,021


Non-current Liabilities
Long-term debt		6,037			6,448
Non-current portion of capital and finance lease obligations		171			188
Regulatory liabilities		1,874			1,988
Postretirement benefits		1,139			1,135
Asset retirement obligations		254			245
Deferred investment tax credit		47			49
Deferred income taxes		870			438
Other non-current liabilities		265			267

Total non-current liabilities		10,657			10,758


Commitments and Contingencies (Notes 3, 4, 5, 7, and 8)

Equity
Common stockholders’ equity
Common stock, authorized 350.0 shares; outstanding 252.0 shares in 2011 and 249.6 shares in 2010		3			2
Other paid-in capital		4,622			4,588
Accumulated other comprehensive loss		(40	)		(40	)
Accumulated deficit		(1,542	)		(1,757	)

Total common stockholders’ equity		3,043			2,793
Noncontrolling interests		44			44

Total equity		3,087			2,837


Total Liabilities and Equity	$	15,958		$	15,616

CMS Energy Corporation
Consolidated Statements of Changes in Equity
(Unaudited)


In Millions
	Three Months Ended						Nine Months Ended
September 30	2011			2010			2011			2010

Common Stock
At beginning of period	$	3		$	2		$	2		$	2
Common stock issued		—			—			1			—

At end of period		3			2			3			2


Other Paid-in Capital
At beginning of period		4,621			4,569			4,588			4,560
Common stock issued		7			5			35			15
Common stock reissued		—			—			5			—
Common stock repurchased		(6	)		(1	)		(6	)		(2	)
Charge for deferred issuance costs		—			8			—			8

At end of period		4,622			4,581			4,622			4,581


Accumulated Other Comprehensive Loss
Retirement benefits liability
At beginning of period		(38	)		(30	)		(39	)		(32	)
Retirement benefits liability adjustments¹		—			—			1			2

At end of period		(38	)		(30	)		(38	)		(30	)


Investments
At beginning of period		1			—			—			—
Unrealized loss on investments¹		(2	)		—			(1	)		—

At end of period		(1	)		—			(1	)		—


Derivative instruments
At beginning and end of period		(1	)		(1	)		(1	)		(1	)


At end of period		(40	)		(31	)		(40	)		(31	)


Accumulated Deficit
At beginning of period		(1,628	)		(1,831	)		(1,757	)		(1,927	)
Net income attributable to CMS Energy¹		139			145			374			315
Common stock dividends declared		(53	)		(34	)		(159	)		(103	)
Preferred stock dividends declared		—			(3	)		—			(8	)
Charge for deferred issuance costs		—			(8	)		—			(8	)

At end of period		(1,542	)		(1,731	)		(1,542	)		(1,731	)


Preferred Stock
At beginning of period		—			239			—			239
Conversion of preferred stock		—			(239	)		—			(239	)

At end of period		—			—			—			—


Noncontrolling Interests
At beginning of period		44			45			44			97
Income attributable to noncontrolling interests¹		1			1			2			3
Distributions and other changes in noncontrolling interests		(1	)		(1	)		(2	)		(55	)

At end of period		44			45			44			45


Total Equity	$	3,087		$	2,866		$	3,087		$	2,866

Consumers Energy Company
Consolidated Statements of Income
(Unaudited)


In Millions
	Three Months Ended						Nine Months Ended
September 30	2011			2010			2011			2010

Operating Revenue	$	1,397		$	1,370		$	4,688		$	4,536

Operating Expenses
Fuel for electric generation		175			157			442			407
Purchased and interchange power		362			359			954			946
Purchased power — related parties		24			22			64			63
Cost of gas sold		88			92			1,038			1,001
Maintenance and other operating expenses		286			258			824			801
Depreciation and amortization		119			131			401			432
General taxes		38			47			153			151

Total operating expenses		1,092			1,066			3,876			3,801


Operating Income		305			304			812			735

Other Income (Expense)
Interest income		2			4			6			13
Interest and dividend income — related parties		1			—			1			—
Allowance for equity funds used during construction		1			1			4			4
Other income		3			9			16			27
Other expense		(3	)		(2	)		(8	)		(7	)

Total other income		4			12			19			37


Interest Charges
Interest on long-term debt		62			60			188			183
Other interest expense		5			5			14			30
Allowance for borrowed funds used during construction		(1	)		(1	)		(3	)		(3	)

Total interest charges		66			64			199			210


Income Before Income Taxes		243			252			632			562

Income Tax Expense		88			92			232			207


Net Income		155			160			400			355

Preferred Stock Dividends		1			1			2			2


Net Income Available to Common Stockholder	$	154		$	159		$	398		$	353

The accompanying notes are an integral part of these statements.

Consumers Energy Company
Consolidated Statements of Cash Flows
(Unaudited)


In Millions
Nine months ended September 30	2011			2010

Cash Flows from Operating Activities
Net Income	$	400		$	355
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		401			432
Deferred income taxes and investment tax credit		85			107
Postretirement benefits expense		117			166
Other non-cash operating activities		52			44
Postretirement benefits contributions		(53	)		(161	)
Changes in other assets and liabilities:
Decrease in accounts receivable, notes receivable, and accrued revenue		268			241
Decrease in accrued power supply revenue		15			2
Increase in inventories		(109	)		(90	)
Decrease in deferred property taxes		133			127
Increase (decrease) in accounts payable		27			(9	)
Decrease in accrued expenses		(126	)		(195	)
Increase in other current and non-current assets		(25	)		(9	)
Increase (decrease) in other current and non-current liabilities		60			(110	)

Net cash provided by operating activities		1,245			900


Cash Flows from Investing Activities
Capital expenditures (excludes assets placed under capital lease)		(618	)		(608	)
Cost to retire property		(43	)		(31	)
Other investing activities		(22	)		(1	)

Net cash used in investing activities		(683	)		(640	)


Cash Flows from Financing Activities
Proceeds from issuance of long-term debt		—			300
Retirement of long-term debt		(27	)		(335	)
Payment of net DOE liability		(43	)		—
Payment of common stock dividends		(292	)		(259	)
Payment of preferred stock dividends		(2	)		(2	)
Stockholder’s contribution		125			250
Payment of capital and finance lease obligations		(18	)		(18	)
Other financing costs		(3	)		(2	)

Net cash used in financing activities		(260	)		(66	)


Net Increase in Cash and Cash Equivalents		302			194

Cash and Cash Equivalents, Beginning of Period		71			39


Cash and Cash Equivalents, End of Period	$	373		$	233

The accompanying notes are an integral part of these statements.

Consumers Energy Company
Consolidated Balance Sheets
(Unaudited)


In Millions
	September 30		December 31
ASSETS	2011		2010

Current Assets
Cash and cash equivalents	$	373	$	71
Restricted cash and cash equivalents		28		23
Accounts receivable and accrued revenue, less allowances of $23 in 2011 and 2010		683		963
Notes receivable		43		55
Accrued power supply revenue		—		15
Accounts receivable — related parties		2		1
Inventories at average cost
Gas in underground storage		1,050		941
Materials and supplies		98		100
Generating plant fuel stock		125		124
Deferred property taxes		116		180
Regulatory assets		2		19
Prepayments and other current assets		43		27

Total current assets		2,563		2,519


Plant, Property, and Equipment (at cost)
Plant, property, and equipment, gross		14,475		14,022
Less accumulated depreciation, depletion, and amortization		4,814		4,593

Plant, property, and equipment, net		9,661		9,429
Construction work in progress		671		566

Total plant, property, and equipment		10,332		9,995


Non-current Assets
Regulatory assets		2,002		2,093
Accounts and notes receivable		7		22
Investments		31		34
Other non-current assets		123		176

Total non-current assets		2,163		2,325


Total Assets	$	15,058	$	14,839

The accompanying notes are an integral part of these statements.


In Millions
	September 30		December 31
LIABILITIES AND EQUITY	2011		2010

Current Liabilities
Current portion of long-term debt, capital and finance lease obligations	$	362	$	61
Accounts payable		473		471
Accounts payable — related parties		12		11
Accrued rate refunds		24		19
Accrued interest		41		74
Accrued taxes		102		199
Deferred income taxes		154		209
Regulatory liabilities		121		22
Other current liabilities		94		95

Total current liabilities		1,383		1,161


Non-current Liabilities
Long-term debt		3,997		4,488
Non-current portion of capital and finance lease obligations		171		188
Regulatory liabilities		1,874		1,988
Postretirement benefits		1,081		1,076
Asset retirement obligations		253		244
Deferred investment tax credit		47		49
Deferred income taxes		1,663		1,289
Other non-current liabilities		178		176

Total non-current liabilities		9,264		9,498


Commitments and Contingencies (Notes 3, 4, 5, 7, and 8)

Equity
Common stockholder’s equity
Common stock, authorized 125.0 shares; outstanding 84.1 shares for both periods		841		841
Other paid-in capital		2,957		2,832
Retained earnings		569		463

Total common stockholder’s equity		4,367		4,136
Preferred stock		44		44

Total equity		4,411		4,180


Total Liabilities and Equity	$	15,058	$	14,839

Consumers Energy Company
Consolidated Statements of Changes in Equity
(Unaudited)


In Millions
	Three Months Ended						Nine Months Ended
September 30	2011			2010			2011			2010

Common Stock
At beginning and end of period	$	841		$	841		$	841		$	841


Other Paid-in Capital
At beginning of period		2,957			2,832			2,832			2,582
Stockholder’s contribution		—			—			125			250

At end of period		2,957			2,832			2,957			2,832


Accumulated Other Comprehensive Income
Retirement benefits liability
At beginning of period		(15	)		(11	)		(16	)		(11	)
Retirement benefits liability adjustments¹		—			—			1			—

At end of period		(15	)		(11	)		(15	)		(11	)


Investments
At beginning of period		15			11			16			13
Unrealized gain (loss) on investments¹		—			6			(1	)		4

At end of period		15			17			15			17


At end of period		—			6			—			6


Retained Earnings
At beginning of period		511			415			463			389
Net income¹		155			160			400			355
Common stock dividends declared		(96	)		(91	)		(292	)		(259	)
Preferred stock dividends declared		(1	)		(1	)		(2	)		(2	)

At end of period		569			483			569			483


Preferred Stock
At beginning and end of period		44			44			44			44


Total Equity	$	4,411		$	4,206		$	4,411		$	4,206

The accompanying notes are an integral part of these statements.

CMS Energy Corporation
Consumers Energy Company

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

These interim consolidated financial statements have been prepared by CMS Energy and Consumers in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As a result, CMS Energy and Consumers have condensed or omitted certain information and note disclosures normally included in consolidated financial statements prepared in accordance with GAAP. CMS Energy and Consumers have reclassified certain prior period amounts to conform to the presentation in the current period. In management’s opinion, the unaudited information contained in this report reflects all adjustments of a normal recurring nature necessary to ensure the fair presentation of financial position, results of operations, and cash flows for the periods presented. The notes to the consolidated financial statements and the related consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the 2010 Form 10-K. Due to the seasonal nature of CMS Energy’s and Consumers’ operations, the results presented for this interim period are not necessarily indicative of results to be achieved for the fiscal year.

1: NEW ACCOUNTING STANDARDS

New Accounting Standards Not Yet Effective

ASU 2011-05, Presentation of Comprehensive Income: This standard, effective January 1, 2012 for CMS Energy and Consumers, eliminates the option of reporting other comprehensive income and its components on the statement of changes in equity. Presently, both CMS Energy and Consumers use this option for their consolidated financial statements. Under the standard, entities will be required to present either a single continuous statement of comprehensive income, containing both net income and components of other comprehensive income, or two separate consecutive statements. This standard will affect only the presentation of comprehensive income in CMS Energy’s and Consumers’ consolidated financial statements.

ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs: This standard, effective January 1, 2012 for CMS Energy and Consumers, is the result of a joint project of the Financial Accounting Standards Board and the International Accounting Standards Board. The primary objective of the standard is to ensure that fair value has the same meaning under GAAP and International Financial Reporting Standards and to establish common fair value measurement guidance in the two sets of standards. The standard does not change the overall fair value model in GAAP, but it amends various fair value principles and establishes additional disclosure requirements. CMS Energy and Consumers are evaluating this standard, but they do not expect it to have a significant impact on their consolidated financial statements.

2: FAIR VALUE MEASUREMENTS

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. When measuring fair value, CMS Energy and Consumers are required to incorporate all assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. A fair value hierarchy prioritizes inputs used to measure fair value according to their observability in the market. The three levels of the fair value hierarchy are as follows:

•

Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

	•		Level 2 inputs are observable, market-based inputs, other than Level 1 prices. Level 2 inputs may include quoted prices for similar assets or liabilities in active markets, quoted prices in inactive markets, interest rates and yield curves observable at commonly quoted intervals, credit risks, default rates, and inputs derived from or corroborated by observable market data.

	•		Level 3 inputs are unobservable inputs that reflect CMS Energy’s or Consumers’ own assumptions about how market participants would value their assets and liabilities.

To the extent possible, CMS Energy and Consumers use quoted market prices or other observable market pricing data in valuing assets and liabilities measured at fair value. If this information is unavailable, they use market-corroborated data or reasonable estimates about market participant assumptions. CMS Energy and Consumers classify fair value measurements within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement in its entirety.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Presented in the following table are CMS Energy’s and Consumers’ assets and liabilities, by level within the fair value hierarchy, reported at fair value on a recurring basis at September 30, 2011:


In Millions
	Total		Level 1		Level 2		Level 3

CMS Energy, including Consumers
Assets
Cash equivalents	$	512	$	512	$	—	$	—
Restricted cash equivalents		14		14		—		—
Nonqualified deferred compensation plan assets		4		4		—		—
SERP
Cash equivalents		1		1		—		—
Mutual fund		87		87		—		—
State and municipal bonds		26		—		26		—
Derivative instruments
Commodity contracts¹		2		—		—		2

Total²	$	646	$	618	$	26	$	2

Liabilities
Nonqualified deferred compensation plan liabilities	$	4	$	4	$	—	$	—
Derivative instruments
Commodity contracts³		3		—		—		3

Total⁴	$	7	$	4	$	—	$	3

Consumers
Assets
Cash equivalents	$	282	$	282	$	—	$	—
Restricted cash equivalents		13		13		—		—
CMS Energy common stock		31		31		—		—
Nonqualified deferred compensation plan assets		3		3		—		—
SERP
Cash equivalents		1		1		—		—
Mutual fund		57		57		—		—
State and municipal bonds		17		—		17		—
Derivative instruments
Commodity contracts		2		—		—		2

Total⁵	$	406	$	387	$	17	$	2

Liabilities
Nonqualified deferred compensation plan liabilities	$	3	$	3	$	—	$	—

Total	$	3	$	3	$	—	$	—

¹ This amount is gross and excludes the impact of offsetting derivative assets and liabilities under master netting arrangements, which was less than $1 million at September 30, 2011.

² At September 30, 2011, CMS Energy’s assets classified as Level 3 represented less than one percent of CMS Energy’s total assets measured at fair value.

³ This amount is gross and excludes the impact of offsetting derivative assets and liabilities under master netting arrangements and offsetting cash margin deposits paid by CMS ERM to other parties, which was less than $1 million at September 30, 2011.

⁴ At September 30, 2011, CMS Energy’s liabilities classified as Level 3 represented 43 percent of CMS Energy’s total liabilities measured at fair value. The Level 3 liabilities consisted primarily of an electricity sales agreement held by CMS ERM.

⁵ At September 30, 2011, Consumers’ assets classified as Level 3 represented less than one percent of Consumers’ total assets measured at fair value.

Presented in the following table are CMS Energy’s and Consumers’ assets and liabilities, by level within the fair value hierarchy, reported at fair value on a recurring basis at December 31, 2010:


In Millions
	Total		Level 1		Level 2		Level 3

CMS Energy, including Consumers
Assets
Cash equivalents	$	183	$	183	$	—	$	—
Restricted cash equivalents		6		6		—		—
Nonqualified deferred compensation plan assets		6		6		—		—
SERP
Cash equivalents		1		1		—		—
Mutual fund		62		62		—		—
State and municipal bonds		28		—		28		—
Derivative instruments
Commodity contracts¹		1		—		—		1

Total²	$	287	$	258	$	28	$	1

Liabilities
Nonqualified deferred compensation plan liabilities	$	6	$	6	$	—	$	—
Derivative instruments
Commodity contracts³		4		—		—		4

Total⁴	$	10	$	6	$	—	$	4

Consumers
Assets
Cash equivalents	$	19	$	19	$	—	$	—
Restricted cash equivalents		6		6		—		—
CMS Energy common stock		34		34		—		—
Nonqualified deferred compensation plan assets		4		4		—		—
SERP
Cash equivalents		1		1		—		—
Mutual fund		39		39		—		—
State and municipal bonds		17		—		17		—
Derivative instruments
Commodity contracts		1		—		—		1

Total⁵	$	121	$	103	$	17	$	1

Liabilities
Nonqualified deferred compensation plan liabilities	$	4	$	4	$	—	$	—

Total	$	4	$	4	$	—	$	—

¹ This amount is gross and excludes the impact of offsetting derivative assets and liabilities under master netting arrangements, which was less than $1 million at December 31, 2010.

² At December 31, 2010, CMS Energy’s assets classified as Level 3 represented less than one percent of CMS Energy’s total assets measured at fair value.

⁴ At December 31, 2010, CMS Energy’s liabilities classified as Level 3 represented 40 percent of CMS Energy’s total liabilities measured at fair value. The Level 3 liabilities consisted primarily of an electricity sales agreement held by CMS ERM.

⁵ At December 31, 2010, Consumers’ assets classified as Level 3 represented one percent of Consumers’ total assets measured at fair value.

Cash Equivalents: Cash equivalents and restricted cash equivalents consist of money market funds with daily liquidity. The funds invest in U.S. Treasury notes, other government-backed securities, repurchase agreements collateralized by U.S. Treasury notes, and highly rated, short-term corporate debt securities.

Nonqualified Deferred Compensation Plan Assets: CMS Energy’s and Consumers’ nonqualified deferred compensation plan assets are invested in various mutual funds. CMS Energy and Consumers value these assets using a market approach, using the daily quoted net asset values provided by the fund managers that are the basis for transactions to buy or sell shares in each fund. CMS Energy and Consumers report these assets in other non-current assets on their consolidated balance sheets.

SERP Assets: CMS Energy and Consumers value their SERP assets using a market approach, incorporating prices and other relevant information from market transactions. The SERP cash equivalents consist of a money market fund with daily liquidity, which invests in state and municipal securities.

The SERP invests in a short-term, fixed-income mutual fund that holds a variety of debt securities with average maturities of one to three years. The fund invests primarily in investment-grade debt securities but, in order to achieve its investment objective, it may invest a portion of its assets in high-yield securities, foreign debt, and derivative instruments. The fair value of the fund is determined using the daily published net asset value, which is the basis for transactions to buy or sell shares in the fund.

The SERP state and municipal bonds are investment grade securities that are valued using a matrix pricing model that incorporates Level 2 market-based information. The fair value of the bonds is derived from various observable inputs, including benchmark yields, reported trades, broker/dealer quotes, bond ratings, and general information on market movements normally considered by market participants when pricing such debt securities. CMS Energy and Consumers report their SERP assets in other non-current assets on their consolidated balance sheets. For additional details about SERP securities, see Note 7, Financial Instruments.

Nonqualified Deferred Compensation Plan Liabilities: CMS Energy and Consumers value their non-qualified deferred compensation plan liabilities based on the fair values of the plan assets, as they reflect what is owed to the plan participants in accordance with their investment elections. CMS Energy and Consumers report these liabilities in other non-current liabilities on their consolidated balance sheets.

Derivative Instruments: CMS Energy and Consumers value their derivative instruments using either a market approach that incorporates information from market transactions, or an income approach that discounts future expected cash flows to a present value amount. They use various inputs to value the derivatives depending on the type of contract and the availability of market data. CMS Energy has exchange-traded derivative contracts that are valued based on Level 1 quoted prices in actively traded

markets, as well as derivatives valued using Level 2 inputs, including commodity market prices, interest rates, credit ratings, default rates, and market-based seasonality factors. CMS Energy and Consumers have classified certain derivatives as Level 3 since the fair value measurements incorporate pricing assumptions that cannot be observed or confirmed through market transactions.

The most significant derivatives classified as Level 3 are an electricity sales agreement held by CMS ERM and FTRs held by Consumers. At December 31, 2010 and in prior periods, quoted electricity prices were not available for the entire term of the electricity sales agreement held by CMS ERM, and a proprietary forward pricing model was used to determine fair value. At September 30, 2011, quoted prices at the nearest active market were available for the entire term of the agreement. The agreement, however, remains classified as Level 3 since the pricing differential between the nearest active market in Ohio and the delivery point in Michigan cannot be confirmed with observable market transactions. There is no quoted pricing information for FTRs held by Consumers. Consumers determines the fair value of FTRs based on Consumers’ average historical settlements.

For fair values other than Level 1 prices, CMS Energy and Consumers may incorporate adjustments for the risk of nonperformance as deemed appropriate. For derivative assets, a credit adjustment is applied against the asset based on the published default rate for the credit rating assigned to the counterparty based on an internal credit-scoring model. This model considers various inputs, including the counterparty’s financial statements, credit reports, trade press, and other information available to market participants. If the internal rating is comparable to credit ratings published by independent rating agencies, the resulting credit adjustment is classified as Level 2. If the internal rating is outside of the range of ratings given by independent agencies and the credit adjustment is significant to the overall valuation, the derivative fair value is classified as Level 3. CMS Energy and Consumers adjust their derivative liabilities downward to reflect the risk of their own nonperformance, based on their published credit ratings. CMS Energy and Consumers monitor market conditions and may incorporate other data, such as credit default swap rates, in determining adjustments for credit risk as warranted. For additional details about derivative contracts, see Note 8, Derivative Instruments.

Assets and Liabilities Measured at Fair Value on a Recurring Basis using Significant Level 3 Inputs

Presented in the following tables are reconciliations of changes in the fair values of Level 3 assets and liabilities at CMS Energy and Consumers:


In Millions
	Three Months Ended						Nine Months Ended
September 30	2011			2010			2011			2010

CMS Energy, including Consumers
Balance at beginning of period	$	—		$	(5	)	$	(3	)	$	(8	)
Total gains (losses) included in earnings¹		(1	)		2			(1	)		4
Total gains (losses) offset through regulatory accounting		(1	)		3			2			4
Settlements		1			(3	)		1			(3	)

Balance at end of period	$	(1	)	$	(3	)	$	(1	)	$	(3	)

Unrealized gains (losses) included in earnings relating to assets and liabilities still held at end of period¹	$	(1	)	$	2		$	—		$	4

Consumers
Balance at beginning of period	$	3		$	—		$	1		$	—
Total gains (losses) offset through regulatory accounting		(1	)		3			2			4
Settlements		—			(2	)		(1	)		(3	)

Balance at end of period	$	2		$	1		$	2		$	1

¹ CMS Energy records realized and unrealized gains and losses for Level 3 recurring fair values in earnings as a component of operating revenue or maintenance and other operating expenses on its consolidated statements of income.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

CMS Energy and Consumers had no nonrecurring fair value measurements during the nine months ended September 30, 2011.

Presented in the following table are CMS Energy’s assets, by level within the fair value hierarchy, reported at fair value on a nonrecurring basis during the nine months ended September 30, 2010:


In Millions
	Level 1		Level 2		Level 3		Losses

CMS Energy, including Consumers
Assets held for sale	$	—	$	—	$	7	$	(4	)

In June 2010, CMS Energy wrote down assets held for sale from their carrying amount of $11 million to their fair value of $7 million, resulting in a loss of $4 million, which was recorded in earnings as part of discontinued operations. The fair value was determined based on a discounted cash flow technique. CMS Energy had no other nonrecurring fair value measurements and Consumers had no nonrecurring fair value measurements during the nine months ended September 30, 2010.

3: CONTINGENCIES AND COMMITMENTS

CMS Energy and Consumers are involved in various matters that give rise to contingent liabilities. Depending on the specific issues, the resolution of these contingencies could have a material effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. In their disclosures of these matters, CMS Energy and Consumers provide an estimate of the possible loss or range of loss when such an estimate can be made. Disclosures that state that CMS Energy or Consumers cannot predict the outcome of a matter indicate that they are unable to estimate a possible loss or range of loss for the matter.

CMS Energy Contingencies

Gas Index Price Reporting Investigation: In 2002, CMS Energy notified appropriate regulatory and governmental agencies that some employees at CMS MST and CMS Field Services appeared to have provided inaccurate information regarding natural gas trades to various energy industry publications which compile and report index prices. CMS Energy cooperated with an investigation by the DOJ regarding this matter. Although CMS Energy has not received any formal notification that the DOJ has completed its investigation, the DOJ’s last request for information occurred in 2003, and CMS Energy completed its response to this request in 2004. CMS Energy is unable to predict the outcome of the DOJ investigation and what effect, if any, the investigation will have on CMS Energy.

Gas Index Price Reporting Litigation: CMS Energy, along with CMS MST, CMS Field Services, Cantera Natural Gas, Inc., and Cantera Gas Company, are named as defendants in various lawsuits arising as a result of alleged inaccurate natural gas price reporting to publications that report trade information. Allegations include manipulation of NYMEX natural gas futures and options prices, price-fixing conspiracies, restraint of trade, and artificial inflation of natural gas retail prices in Colorado, Kansas, Missouri, and Wisconsin. The following provides more detail on these proceedings:

•

In 2005, CMS Energy, CMS MST, and CMS Field Services were named as defendants in a putative class action filed in Kansas state court, Learjet, Inc., et al. v. Oneok, Inc., et al. The complaint alleges that the defendants engaged in a scheme to violate the Kansas Restraint of Trade Act. The plaintiffs are seeking statutory full consideration damages consisting of the full consideration paid by plaintiffs for natural gas allegedly purchased from defendants.

	•		In 2007, a class action complaint, Heartland Regional Medical Center, et al. v. Oneok, Inc. et al., was filed in Missouri state court alleging violations of Missouri antitrust laws. Defendants, including CMS Energy, CMS Field Services, and CMS MST, are alleged to have violated the Missouri antitrust laws.

	•		Breckenridge Brewery of Colorado, LLC and BBD Acquisition Co. v. Oneok, Inc., et al., a class action complaint brought on behalf of retail direct purchasers of natural gas in Colorado, was filed in Colorado state court in 2006. Defendants, including CMS Energy, CMS Field Services, and CMS MST, are alleged to have violated the Colorado Antitrust Act of 1992. Plaintiffs are seeking full refund damages.

	•		A class action complaint, Arandell Corp., et al. v. XCEL Energy Inc., et al., was filed in 2006 in Wisconsin state court on behalf of Wisconsin commercial entities. The defendants, including CMS Energy, CMS ERM, and Cantera Gas Company, are alleged to have violated Wisconsin’s antitrust statute. The plaintiffs are seeking full consideration damages, plus exemplary damages and attorneys’ fees. After dismissal on jurisdictional grounds in 2009, plaintiffs filed a new complaint in the U.S. District Court for the Eastern District of Michigan. In 2010, the MDL judge issued an opinion and order granting the CMS Energy defendants’ motion to dismiss the Michigan complaint on statute-of-limitations grounds and all CMS Energy defendants have been dismissed from the Arandell (Michigan) action.

	•		Another class action complaint, Newpage Wisconsin System v. CMS ERM, et al., was filed in 2009 in circuit court in Wood County, Wisconsin, against CMS Energy, CMS ERM, Cantera Gas Company, and others. The plaintiff is seeking full consideration damages, treble damages, costs, interest, and attorneys’ fees.

	•		In 2005, J.P. Morgan Trust Company, in its capacity as Trustee of the FLI Liquidating Trust, filed an action in Kansas state court against CMS Energy, CMS MST, CMS Field Services, and others. The complaint alleges various claims under the Kansas Restraint of Trade Act. The plaintiff is seeking statutory full consideration damages for its purchases of natural gas in 2000 and 2001.

After removal to federal court, all of the cases described above were transferred to the MDL. CMS Energy was dismissed from the Learjet, Heartland, and J.P. Morgan cases in 2009, but other CMS Energy defendants remained parties. All CMS Energy defendants were dismissed from the Breckenridge case in 2009. In 2010, CMS Energy and Cantera Gas Company were dismissed from the Newpage case and the Arandell (Wisconsin) case was reinstated against CMS ERM. In July 2011, all claims against remaining CMS Energy defendants in the MDL cases were dismissed based on FERC preemption. Plaintiffs have filed appeals in all of the cases.

These cases involve complex facts, a large number of similarly situated defendants with different factual positions, and multiple jurisdictions. Presently, any estimate of liability would be highly speculative; the amount of CMS Energy’s possible loss would be based on widely varying models previously untested in this context. If the outcome after appeals is unfavorable, these cases could have a material adverse impact on CMS Energy’s liquidity, financial condition, and results of operations.

Bay Harbor: As part of the development of Bay Harbor by certain subsidiaries of CMS Energy, and under an agreement with the MDEQ, third parties constructed a golf course and park over several abandoned CKD piles left over from the former cement plant operations on the Bay Harbor site. The third parties also undertook a series of response activities, including constructing a leachate collection system in one area where CKD-impacted groundwater was entering Little Traverse Bay. Leachate is produced when water enters into the CKD piles. In 2002, CMS Energy sold its interest in Bay Harbor, but retained its obligations under environmental indemnities entered into at the start of the project.

In 2005, the EPA, along with CMS Land and CMS Capital, voluntarily executed an Administrative Order on Consent under Superfund, and the EPA approved a Removal Action Work Plan to address contamination issues. Collection systems required under the plan have been installed and effectiveness monitoring of the systems at the shoreline is ongoing. CMS Land, CMS Capital, and the EPA agreed upon augmentation measures to address areas where pH measurements were not satisfactory. Several augmentation measures were implemented and completed in 2009, with the remaining measure completed in 2010.

In May 2011, CMS Energy received approval from the EPA on a revised scope of remedies that CMS Energy had submitted in December 2010. CMS Energy is presently in negotiations with the MDEQ to finalize an agreement that will identify the remaining final remedies at the site. In December 2010, the MDEQ issued an NPDES permit that authorizes CMS Land to discharge treated leachate into Little Traverse Bay. This permit requires renewal every five years. Discharge of treated leachate under the permit commenced at the East Park portion of the Bay Harbor site in October 2011. Additionally, CMS Land has committed to investigate the potential for a deep injection well on the Bay Harbor site as an alternative long-term solution to the leachate disposal issue. In 2008, the MDEQ and the EPA granted permits for CMS Land or its wholly owned subsidiary, Beeland Group LLC, to construct and operate an off-site deep injection well in Antrim County, Michigan, to dispose of leachate from Bay Harbor. Certain environmental groups, a local township, and a local county filed lawsuits appealing the permits. The legal proceeding was stayed in 2009 and can be renewed by either party at any time.

Various claims have been brought against CMS Land or its affiliates, including CMS Energy, alleging environmental damage to property, loss of property value, insufficient disclosure of environmental matters, breach of agreement relating to access, or other matters. In October 2010, CMS Land and other parties received a demand for payment from the EPA in the amount of $7 million, plus interest, whereby the EPA is seeking recovery, as allowed under Superfund, of the EPA’s response costs incurred at the Bay Harbor site. CMS Land communicated to the EPA in November 2010 that it does not believe that this is a valid claim.

CMS Land and CMS Capital, the MDEQ, the EPA, and other parties continue to negotiate the long-term remedy for the Bay Harbor site, including:

	•		the disposal of leachate;

	•		the capping and excavation of CKD;

	•		the location and design of collection lines and upstream water diversion systems;

	•		application of criteria for various substances such as mercury; and

	•		other matters that are likely to affect the scope of response activities that CMS Land and CMS Capital may be obligated to undertake.

CMS Energy has recorded a cumulative charge related to Bay Harbor of $224 million, which includes accretion expense. At September 30, 2011, CMS Energy had a recorded liability of $82 million for its remaining obligations. CMS Energy calculated this liability based on discounted projected costs, using a discount rate of 4.34 percent and an inflation rate of one percent on annual operating and maintenance costs. CMS Energy based the discount rate on the interest rate for 30-year U.S. Treasury securities at December 31, 2010. The undiscounted amount of the remaining obligation is $103 million. CMS Energy expects to pay $8 million during the remainder of 2011, $18 million in 2012, $8 million in 2013, $5 million in 2014, $4 million in 2015, and the remaining amount thereafter on long-term liquid disposal and operating and maintenance costs.

CMS Energy’s estimate of response activity costs and the timing of expenditures could change if there are additional major changes in circumstances or assumptions, including but not limited to:

•

inability to complete the present long-term water disposal strategy at a reasonable cost;

	•		delays in implementing the present long-term water disposal strategy;

	•		requirements to alter the present long-term water disposal strategy upon expiration of the NPDES permit if the MDEQ or EPA identify a more suitable alternative;

	•		an increase in the number of contamination areas;

	•		different remediation techniques;

	•		the nature and extent of contamination;

	•		inability to reach agreement with the MDEQ or the EPA over additional response activities;

	•		delays in the receipt of requested permits;

	•		delays following the receipt of any requested permits due to legal appeals of third parties;

	•		additional or new legal or regulatory requirements; or

	•		new or different landowner claims.

Depending on the size of any indemnity obligation or liability under environmental laws, an adverse outcome of this matter could have a material adverse effect on CMS Energy’s liquidity and financial condition and could negatively affect CMS Energy’s financial results. Although a liability for its present estimate of remaining response activity costs has been recorded, CMS Energy cannot predict the ultimate financial impact or outcome of this matter.

Equatorial Guinea Tax Claim: In 2004, CMS Energy received a request for indemnification from the purchaser of CMS Oil and Gas. The indemnity claim relates to the 2002 sale of CMS Energy’s oil, gas, and methanol projects in Equatorial Guinea and the claim of the government of Equatorial Guinea that CMS Energy owes $142 million in taxes, plus interest, in connection with that sale. CMS Energy concluded that the government’s tax claim is without merit and the purchaser of CMS Oil and Gas submitted a response to the government rejecting the claim. The government of Equatorial Guinea indicated through a request for arbitration in October 2011 that it still intends to pursue its claim. CMS Energy is evaluating this request and cannot predict the financial impact or outcome of this matter.

Consumers’ Electric Utility Contingencies

Electric Environmental Matters: Consumers’ operations are subject to environmental laws and regulations. Historically, Consumers has generally been able to recover, in customer rates, the costs to operate its facilities in compliance with these laws and regulations.

Cleanup and Solid Waste: Consumers expects to incur remediation and other response activity costs at a number of sites under NREPA. Consumers believes that these costs should be recoverable in rates, but cannot guarantee that outcome. At September 30, 2011, Consumers had a recorded liability of $2 million, its estimated probable NREPA liability.

Consumers is a potentially responsible party at a number of contaminated sites administered under the Superfund. Superfund liability is joint and several. In addition to Consumers, many other creditworthy parties with substantial assets are potentially responsible with respect to the individual sites. In November 2010, Consumers received official notification from the EPA that identified Consumers as a potentially responsible party at the Kalamazoo River Superfund site. The notification claimed that the EPA has reason to believe Consumers disposed of PCBs and arranged for the disposal and treatment of PCB-containing materials at portions of the site. Consumers responded to the EPA in December 2010, stating that it has no information showing that it disposed of PCBs or arranged for disposal or treatment of PCB-containing material at portions of the site and requesting further information from the EPA before Consumers would commit to perform or finance cleanup activities at the site. In April 2011, Consumers received a follow-up letter from the EPA requesting that Consumers, as a potentially responsible party at the Kalamazoo River Superfund site, agree to participate in a removal action plan along with several other companies for an area of lower Portage Creek. The letter also indicated that under Sections 106 and 107 of Superfund, Consumers may be liable for reimbursement of the EPA’s costs and potential penalties for noncompliance with any unilateral order that the EPA may issue requiring performance under the removal

action plan. All parties, including Consumers, that were asked to participate in the removal action plan declined to accept liability. In August 2011, the EPA announced that it would proceed with the removal action plan and would continue to pursue potentially responsible parties to perform or pay for some or all of the work. The EPA has provided limited information regarding Consumers’ potential responsibility for contamination at the site and has not yet given an indication of the share of any cleanup costs for which Consumers could be held responsible. Consumers continues to investigate the EPA’s claim that it disposed of PCBs or arranged for disposal or treatment of PCB-containing material at portions of the site. Until further information is received from the EPA, Consumers is unable to estimate a range of potential liability for cleanup of the river.

Based on its experience, Consumers estimates that its share of the total liability for other known Superfund sites will be between $2 million and $8 million. Various factors, including the number of potentially responsible parties involved with each site, affect Consumers’ share of the total liability. At September 30, 2011, Consumers had a recorded liability of $2 million for its share of the total liability at these sites, the minimum amount in the range of its estimated probable Superfund liability.

The timing of payments related to Consumers’ remediation and other response activities at its Superfund and NREPA sites is uncertain. Consumers periodically reviews these cost estimates. Any significant change in the underlying assumptions, such as an increase in the number of sites, different remediation techniques, the nature and extent of contamination, and legal and regulatory requirements, could affect its estimates of NREPA and Superfund liability.

Ludington PCB: In 1998, during routine maintenance activities, Consumers identified PCB as a component in certain paint, grout, and sealant materials at Ludington. Consumers removed and replaced part of the PCB material with non-PCB material. Since proposing a plan to take action with respect to the remaining materials, Consumers has had several communications with the EPA. Consumers is not able to predict when the EPA will issue a final ruling and cannot predict the financial impact or outcome of this matter.

Electric Utility Plant Air Permit Issues and Notices of Violation: In 2007, Consumers received an NOV/FOV from the EPA alleging that fourteen utility boilers exceeded the visible emission limits in their associated air permits. Consumers has responded formally to the NOV/FOV denying the allegations. In addition, in 2008, Consumers received an NOV for three of its coal-fueled facilities alleging, among other things, violations of NSR PSD regulations relating to ten projects from 1986 to 1998 allegedly subject to review under the NSR. The EPA has alleged that some utilities have classified incorrectly major plant modifications as RMRR rather than seeking permits from the EPA or state regulatory agencies to modify their plants. Consumers responded to the information requests from the EPA on this subject in the past. Consumers believes that it has properly interpreted the requirements of RMRR.

Consumers is engaged in discussions with the EPA on all of these matters. Depending upon the outcome of these discussions, the EPA could bring legal action against Consumers and/or Consumers could be required to install additional pollution control equipment at some or all of its coal-fueled electric generating plants, surrender emission allowances, engage in Supplemental Environmental Projects, and/or pay fines. Additionally, Consumers would need to assess the viability of continuing operations at certain plants. The potential costs relating to these matters could be material and the extent of cost recovery cannot be reasonably estimated. Although Consumers cannot predict the financial impact or outcome of these matters, Consumers expects that it would be able to recover some or all of the costs in rates, consistent with the recovery of other reasonable costs of complying with environmental laws and regulations.

Nuclear Matters: The matters discussed in this section relate to Consumers’ previously owned nuclear generating plants.

In 1997, a U.S. Court of Appeals decision confirmed that the DOE was to begin accepting deliveries of spent nuclear fuel for disposal by January 1998. Subsequent U.S. Court of Appeals litigation, in which Consumers and other utilities participated, has not been successful in producing more specific relief for the DOE’s failure to accept the spent nuclear fuel. A number of court decisions support the right of utilities to pursue damage claims in the U.S. Court of Claims against the DOE for failure to take delivery of spent nuclear fuel. Consumers filed a complaint in 2002.

In July 2011, Consumers entered into an agreement with the DOE to settle its claims for $120 million. In September 2011, Consumers filed an application with the MPSC regarding the regulatory treatment of the settlement amount. For further information, see Note 4, Regulatory Matters, “Consumers’ Electric Utility — Big Rock Decommissioning.”

As part of the agreement with the DOE, Consumers settled its liability to the DOE to fund the disposal of spent nuclear fuel used at Palisades and Big Rock before 1983. This liability, which totaled $163 million, comprised $44 million collected from customers for spent nuclear disposal fees and $119 million of interest accrued on those fees, and was to be paid no later than when the DOE began accepting delivery of spent nuclear fuel. CMS Energy and Consumers classified the liability as long-term debt in their consolidated balance sheets.

Following the settlement, Consumers terminated its letter of credit to Entergy, which Consumers had provided as security for its retained obligation to the DOE in connection with its sale of Palisades and the Big Rock ISFSI to Entergy in 2007.

In its November 2010 electric rate order, the MPSC had directed Consumers to establish an independent trust fund for the amount payable to the DOE. Following its settlement with the DOE, Consumers petitioned the MPSC to relieve it of the obligation to fund the trust.

Consumers’ Gas Utility Contingencies

Gas Environmental Matters: Consumers expects to incur remediation and other response activity costs at a number of sites under the NREPA. These sites include 23 former MGP facilities. Consumers operated the facilities on these sites for some part of their operating lives. For some of these sites, Consumers has no present ownership interest or may own only a portion of the original site. At September 30, 2011, Consumers estimated its undiscounted remaining remediation and other response activity costs to be between $28 million and $42 million. Generally, Consumers has been able to recover most of its costs to date through proceeds from insurance settlements and customer rates.

At September 30, 2011, Consumers had a recorded liability of $28 million and a regulatory asset of $54 million that included $26 million of deferred MGP expenditures. The timing of payments related to the remediation and other response activity at Consumers’ former MGP sites is uncertain. Consumers expects its remediation and other response activity costs to average $5 million annually over the next five years. Consumers periodically reviews these cost estimates. Any significant change in the underlying assumptions, such as an increase in the number of sites, changes in remediation techniques, or legal and regulatory requirements, could affect Consumers’ estimates of annual response activity costs and the MGP liability.

Guarantees

Presented in the following table are CMS Energy’s and Consumers’ guarantees at September 30, 2011:

In Millions

Issue

Expiration

Maximum

Carrying

Guarantee Description

Date

Obligation

Amount

CMS Energy, including Consumers

Indemnity obligations from asset sales and other agreements

Various

Various through September 2029

512

Guarantees and put options²

Various

Various through March 2021

Consumers

Guarantees and indemnity obligations

Various

Various through September 2029

¹ The majority of this amount arises from stock and asset sale agreements under which CMS Energy or a subsidiary of CMS Energy, other than Consumers, indemnified the purchaser for losses resulting from various matters, including claims related to tax disputes, claims related to PPAs, and defects in title to the assets or stock sold to the purchaser by CMS Energy subsidiaries. Except for items described elsewhere in this note, CMS Energy believes the likelihood of material loss to be remote for the indemnity obligations not recorded as liabilities.

² At September 30, 2011, the carrying amount of CMS Land’s put option agreements with certain Bay Harbor property owners was $1 million. If CMS Land is required to purchase a Bay Harbor property under a put option agreement, it may sell the property to recover the amount paid under the put option agreement.

Presented in the following table is additional information regarding CMS Energy’s and Consumers’ guarantees:



Guarantee Description	How Guarantee Arose	Events That Would Require Performance

CMS Energy, including Consumers
Indemnity obligations from asset sales and other agreements	Stock and asset sale agreements	Findings of misrepresentation, breach of warranties, tax claims, and other specific events or circumstances

Guarantees	Normal operating activity	Nonperformance or non-payment by a subsidiary under a related contract

Put options	Bay Harbor remediation efforts	Owners exercising put options requiring CMS Land to purchase property

Consumers
Guarantees and indemnity obligations	Normal operating activity	Nonperformance or claims made by third party under a related contract

CMS Energy, Consumers, and certain other subsidiaries of CMS Energy also enter into various agreements containing tax and other indemnity provisions for which they are unable to estimate the maximum potential obligation. These factors include unspecified exposure under certain agreements. CMS Energy and Consumers consider the likelihood that they would be required to perform or incur substantial losses related to these indemnities to be remote.

Other Contingencies

Michigan Single Business Tax: The State of Michigan completed its audit of CMS Energy’s and Consumers’ combined Michigan single business tax returns for the years 2004 through 2007, and identified a tax deficiency that was less than the amount CMS Energy had previously accrued. As a

result, in September 2011 CMS Energy recognized a reduction in general taxes of $17 million, which included $10 million recognized by Consumers.

Other: In addition to the matters disclosed in this note and Note 4, Regulatory Matters, there are certain other lawsuits and administrative proceedings before various courts and governmental agencies arising in the ordinary course of business to which CMS Energy, Consumers, and certain other subsidiaries of CMS Energy are parties. These other lawsuits and proceedings may involve personal injury, property damage, contracts, environmental matters, federal and state taxes, rates, licensing, employment, and other matters. Further, CMS Energy and Consumers occasionally self-report certain regulatory non-compliance matters that may or may not eventually result in administrative proceedings. CMS Energy and Consumers believe that the outcome of any one of these proceedings will not have a material adverse effect on their consolidated results of operations, financial condition, or liquidity.

4: REGULATORY MATTERS

Rate matters are critical to Consumers. Depending upon the specific issues, the outcomes of rate cases and proceedings could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. Consumers cannot predict the outcome of these proceedings.

Consumers’ Electric Utility

Electric Rate Cases: The MPSC, in its 2010 electric rate case order, authorized Consumers to increase its rates by $146 million annually, $4 million less than the rate increase self-implemented by Consumers in July 2010. In June 2011, the MPSC approved a settlement agreement, finding that no refund of self-implemented rates to customers is required.

In June 2011, Consumers filed an application with the MPSC seeking an annual rate increase of $195 million, based on a 10.7 percent authorized return on equity. The filing requested authority to recover new investment in system reliability, environmental compliance, and technology enhancements. Presented in the following table are the components of the requested rate increase:


	In Millions
Components of the rate increase

Investment in rate base	$	81
Depreciation and property taxes		70
Impact of sales declines		50
Impact of reduced funding for customer assistance programs¹		13
Reduced operating and maintenance costs		(17	)
Cost of capital		(2	)

Total	$	195

¹ Consumers projects electric uncollectible expense to increase by $13 million in 2012 due to an anticipated reduction in federal funding for customer assistance programs. Due to the uncertainty surrounding federal funding for such programs and the resulting impact on uncollectible expense, Consumers also requested that the MPSC approve an uncollectible expense true-up mechanism.

Power Supply Cost Recovery: The PSCR process is designed to allow Consumers to recover all of its power supply costs if incurred under reasonable and prudent policies and practices. The MPSC reviews these costs, policies, and practices in annual plan and reconciliation proceedings. Consumers adjusts its PSCR billing factor monthly in order to minimize the overrecovery or underrecovery amount in the annual PSCR reconciliation.

PSCR Plan: In September 2010, Consumers submitted its 2011 PSCR plan to the MPSC. In accordance with its proposed plan, Consumers self-implemented the 2011 PSCR charge beginning in January 2011.

In October 2011, the administrative law judge recommended that the MPSC approve Consumers’ 2011 PSCR Plan, with minor exceptions.

In September 2011, Consumers submitted its 2012 PSCR plan to the MPSC. In accordance with its proposed plan, Consumers expects to self-implement the 2012 PSCR charge beginning in January 2012.

PSCR Reconciliation: Presented in the following table is the PSCR reconciliation filing pending with the MPSC:

In June 2011, the MPSC issued an order approving Consumers’ 2009 PSCR reconciliation, as modified by the order, and authorized Consumers to include an underrecovery of $31 million in its 2010 PSCR reconciliation.

Electric Revenue Decoupling Mechanism: The MPSC’s 2009 electric rate case order authorized Consumers to implement an electric revenue decoupling mechanism, subject to certain conditions. This decoupling mechanism, which was extended through November 2011 in the 2010 electric rate case order, allows Consumers to adjust future electric rates to compensate for changes in sales volumes resulting from the difference between the level of average sales per customer adopted in the order and actual average sales per customer. Various parties have filed appeals concerning the electric decoupling mechanism.

In March 2011, Consumers filed its first reconciliation of the electric revenue decoupling mechanism with the MPSC, requesting recovery of $27 million from customers for the period December 2009 through November 2010. The MPSC Staff and intervenors are opposing this recovery.

At September 30, 2011, Consumers had a $55 million non-current regulatory asset recorded for electric decoupling, which included the $27 million balance referred to above.

Uncollectible Expense Tracking Mechanism: In March 2011, Consumers filed its reconciliation of the uncollectible expense tracking mechanism with the MPSC, requesting recovery of $3 million from customers for November 2009 through November 2010, the entire period of the tracker. The uncollectible expense tracking mechanism, authorized by the MPSC in its 2009 electric rate order, allowed future rates to be adjusted to collect or refund 80 percent of the difference between the level of electric uncollectible expense included in rates and actual uncollectible expense. During 2009, various parties filed appeals concerning the uncollectible expense tracking mechanism. In its 2010 electric rate order, the MPSC terminated the uncollectible expense tracking mechanism as of November 2010.

Electric Operation and Maintenance Expenditures Show-Cause Order: In 2005, the MPSC ordered Consumers to spend certain amounts on future tree-trimming and line-clearing activities, as well as on the operation and maintenance of Consumers’ fossil-fueled power plants. In 2009, the MPSC issued a show-cause order alleging that, in 2007, Consumers spent $14 million less on forestry and fossil-fueled plant operation and maintenance activity than the amount ordered by the MPSC and that Consumers had not refunded this amount to customers. Consumers’ response indicated that the total amount it spent on forestry and fossil-fueled plant operation and maintenance activity for the years 2006 through 2009 exceeded the total amounts included in rates for these activities. In June 2011, the MPSC found that Consumers violated the 2005 order, but that customers were not affected significantly by the violation. The MPSC levied a $65,200 penalty on Consumers, but concluded that no refund was required.

Big Rock Decommissioning: The MPSC and FERC regulate the recovery of Consumers’ costs to decommission Big Rock. Subsequent to 2000, Consumers stopped funding a Big Rock trust fund because the collection period for an MPSC-authorized decommissioning surcharge expired. The level of funds

provided by the trust fell short of the amount needed to complete decommissioning and Consumers provided $44 million of corporate contributions for decommissioning costs.

In an order issued in February 2010, the MPSC concluded that certain revenues collected during a statutory rate freeze from 2001 through 2003 should have been deposited in a decommissioning trust fund. The MPSC agreed that Consumers was entitled to recover $44 million of decommissioning costs, but concluded that Consumers had collected this amount previously through the rates in effect during the rate freeze. In April 2010, the MPSC ordered Consumers to refund $85 million of revenue collected in excess of decommissioning costs plus interest. Consumers completed this refund in January 2011. Consumers filed an appeal with the Michigan Court of Appeals in March 2010 to dispute the MPSC’s conclusion that the collections received during the rate freeze should be subject to refund.

Consumers paid $30 million to Entergy to assume ownership and responsibility for the Big Rock ISFSI. Consumers also incurred $55 million at Big Rock for nuclear fuel storage costs as a result of the DOE’s failure to accept spent nuclear fuel. Consumers has an $85 million regulatory asset recorded on its consolidated balance sheets for these costs. Consumers had filed a complaint against the DOE in 2002 for its failure to accept spent nuclear fuel, and in July 2011, Consumers entered into an agreement with the DOE to settle its claims for $120 million. In September 2011, Consumers filed an application with the MPSC requesting authority to utilize $85 million of the DOE settlement amount as recovery of its regulatory asset, and to refund to customers $23 million previously collected through rates for spent nuclear fuel costs. If the MPSC concludes that Consumers may retain any portion of the remaining $12 million of the DOE settlement amount, Consumers will recognize that amount in earnings. For further information, see Note 3, Contingencies and Commitments, “Consumers’ Electric Utility Contingencies — Nuclear Matters.”

Renewable Energy Plan: In 2010, Consumers filed with the MPSC its first annual report and reconciliation for its renewable energy plan, requesting approval of Consumers’ reconciliation of renewable energy plan costs for 2009. In June 2011, the administrative law judge issued a proposal for decision, recommending that the MPSC issue an order finding that Consumers met its 2009 renewable portfolio standards and that actual 2009 renewable energy expenses and revenues fell within MPSC-authorized levels. The administrative law judge also recommended, however, that the MPSC exclude from recovery through the renewable surcharge $3 million of capital expenditures, along with related carrying costs, that Consumers incurred prior to enactment of the 2008 Energy Law.

Consumers filed its second annual report and reconciliation with the MPSC in June 2011, requesting approval of its reconciliation of renewable energy plan costs for 2010.

In May 2011, the MPSC issued an order approving Consumers’ amended renewable energy plan, with slight modifications. The amended plan reduces the renewable energy surcharge that will be billed to customers by an annual amount of $54 million. The reduction is a result of lower-than-anticipated costs to comply with the renewable energy requirements prescribed by the 2008 Energy Law.

In October 2011, Consumers filed an application for the biennial review and approval of its renewable energy plan. The plan further reduces the renewable energy surcharge that will be billed to customers by an annual amount of $3 million.

Energy Optimization Plan: In May 2011, the MPSC issued an order approving Consumers’ reconciliation of energy optimization plan costs for 2009. The MPSC also authorized Consumers to collect $6 million from customers as an incentive payment for exceeding savings targets under both its gas and electric energy optimization plans during 2009. Consumers will collect the incentive over 12 months beginning June 2011.

In April 2011, Consumers filed with the MPSC its second annual report and reconciliation for its energy optimization plan, requesting approval of Consumers’ reconciliation of energy optimization plan costs for 2010.

Consumers also requested approval to collect $8 million from customers as an incentive payment for exceeding savings targets under both its gas and electric energy optimization plans during 2010.

As one of the conditions to the continuation of the electric and gas decoupling mechanisms, Consumers must exceed the statutory savings targets for 2012 through 2015 specified in the 2008 Energy Law. In August 2011, Consumers filed an amended energy optimization plan with the MPSC, requesting approval of the additional spending necessary to exceed these savings targets.

Electric Depreciation: In June 2011, the MPSC approved a settlement agreement in Consumers’ February 2010 electric depreciation case, authorizing a $19 million increase in annual depreciation expense. The new depreciation rates will go into effect with a final order in Consumers’ next electric rate case.

In February 2010, Consumers filed an electric depreciation case for Ludington, the pumped-storage plant jointly owned by Consumers and Detroit Edison. This case, filed jointly with Detroit Edison, requests an increase in annual depreciation expense. Consumers’ share of this increase is $9 million annually. In October 2011, a settlement agreement among all parties was submitted to the MPSC for approval.

Consumers’ Gas Utility

Gas Rate Case: In August 2010, Consumers filed an application with the MPSC seeking an annual rate increase of $55 million based on an 11 percent authorized return on equity. The filing requested recovery for investments made to enhance safety, system reliability, and operational efficiencies that improve service to customers.

Consumers filed testimony and exhibits with the MPSC in January 2011, supporting a self-implemented annual gas rate increase of $48 million, subject to refund with interest. In February, Consumers filed a letter with the MPSC reducing the proposed self-implemented increase to $29 million. The MPSC then issued an order delaying Consumers’ self-implementation in order to give other parties to the proceeding an opportunity to respond to Consumers’ revised self-implementation filing.

In May 2011, the MPSC approved a partial settlement agreement authorizing Consumers to increase its rates by $31 million annually, based on a 10.5 percent authorized return on equity. Matters not addressed in the settlement agreement included the decoupling mechanism, the Smart Grid program, and contributions to the low-income and energy efficiency fund. Presented in the following table are the components of the rate increase authorized by the MPSC and the rate increase originally requested by Consumers:


In Millions
				Increase Originally
	Increase Authorized			Requested by
Components of the rate increase	by the MPSC			Consumers		Difference

Investment in rate base	$	29		$	30	$	(1	)
Impact of sales declines		15			4		11
Operating and maintenance costs		2			16		(14	)
Cost of capital		(15	)		5		(20	)

Total	$	31		$	55	$	(24	)

In August 2011, the MPSC authorized the continuation of the decoupling mechanism and the collection of low-income and energy efficiency funds, but denied recovery of costs associated with the Smart Grid program related to Consumers’ gas utility. Consumers filed a petition for rehearing in this case, stating that disallowance of Smart Grid costs was contrary to the settlement agreement approved in May 2011. In its petition, Consumers recognized the MPSC’s concerns regarding the Smart Grid program related to the gas utility and stated that it would remove all costs associated with the gas Smart Grid program from its next general rate case application. In October 2011, the MPSC granted Consumers’ petition for

rehearing, allowing Consumers to recover costs that the gas utility has incurred associated with the Smart Grid program.

In September 2011, Consumers filed an application with the MPSC seeking an annual rate increase of $49 million based on a 10.7 percent authorized return on equity. The filing requested recovery for investments made to enhance safety, system reliability, and operational efficiencies that improve service to customers. Presented in the following table are the components of the requested rate increase:


In Millions
Components of the rate increase

Investment in rate base	$	22
Impact of reduced funding for customer assistance programs¹		19
Cost of capital		10
Impact of sales declines		2
Reduced operating and maintenance costs		(4	)

Total	$	49

¹ Consumers projects gas uncollectible expense to increase by $19 million in 2012 due to an anticipated reduction in federal and state funding for customer assistance programs. Due to the uncertainty surrounding federal and state funding for such programs and the resulting impact on uncollectible expense, Consumers also requested that the MPSC approve an uncollectible expense true-up mechanism.

Gas Cost Recovery: The GCR process is designed to allow Consumers to recover all of its purchased natural gas costs if incurred under reasonable and prudent policies and practices. The MPSC reviews these costs, policies, and practices in annual plan and reconciliation proceedings. Consumers adjusts its GCR billing factor monthly in order to minimize the overrecovery or underrecovery amount in the annual GCR reconciliation.

GCR Plan: In December 2010, Consumers submitted its 2011-2012 GCR plan to the MPSC. In accordance with its proposed plan, Consumers self-implemented the 2011-2012 GCR charge beginning in April 2011. In September 2011, the administrative law judge recommended that the MPSC approve Consumers’ 2011-2012 GCR plan, with certain adjustments to its fixed-price purchase guidelines.

GCR Reconciliations: Presented in the following table are the GCR reconciliation filings pending with the MPSC:

Gas Revenue Decoupling Mechanism: The MPSC’s 2009 gas rate case order authorized Consumers to implement a gas revenue decoupling mechanism, subject to certain conditions. This decoupling mechanism, which was extended in the 2010 gas rate case order, allows Consumers to adjust future gas rates to compensate for changes in sales volumes resulting from the difference between the level of average sales per customer adopted in the order and actual average weather-adjusted sales per customer. In September 2011, Consumers filed its first reconciliation of the gas revenue decoupling mechanism with the MPSC, requesting recovery of $16 million from customers for the period June 2010 through May 2011. At September 30, 2011, Consumers had a $16 million non-current regulatory asset recorded for gas decoupling.

5: FINANCINGS

Presented in the following table is a summary of major long-term debt transactions during the nine months ended September 30, 2011:

Principal

Issue/Retirement

(In Millions)

Interest Rate

Date

Maturity Date

Debt Issuances

CMS Energy

Senior notes

250

2.75

May 2011

May 2014

Consumers

Tax-exempt bonds¹

Variable

May 2011

April 2018

Tax-exempt bonds¹

Variable

May 2011

April 2035

Total

353

Debt Retirements

CMS Energy

Senior notes

146

8.5

April 2011

Consumers

Nuclear fuel disposal liability²

163

Variable

July 2011

—

Tax-exempt bonds¹

Variable

May 2011

April 2018

Tax-exempt bonds¹

Variable

May 2011

April 2035

Total

412

¹ In May 2011, Consumers utilized the Michigan Strategic Fund for the issuance of $68 million and $35 million of tax-exempt Michigan Strategic Fund Variable Rate Limited Obligation Revenue Bonds. The initial interest rate, which resets weekly, was 0.26 percent for the $68 million bond issuance and 0.28 percent for the $35 million bond issuance. The bonds, which are backed by letters of credit and collateralized by FMBs, are subject to optional tender by the holders that would result in remarketing. Consumers used the proceeds to redeem $103 million of tax-exempt bonds in May 2011.

² In July 2011, Consumers settled its nuclear fuel disposal liability with the DOE. For additional details, see the “Consumers’ Electric Utility Contingencies — Nuclear Matters” section in Note 3, Contingencies and Commitments.

In September 2011, CMS Energy called $50 million principal amount of its 6.3 percent senior notes due in 2012 for redemption in October 2011.

Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at September 30, 2011:


In Millions
					Letters of Credit
Expiration Date	Amount of Facility		Amount Borrowed		Outstanding		Amount Available

CMS Energy
March 31, 2016¹	$	550	$	—	$	3	$	547

Consumers
March 31, 2016^{2, 3}	$	500	$	—	$	1	$	499
August 9, 2013³		150		—		—		150
September 9, 2014^3,4		30		—		30		—

CMS Energy’s average borrowings during the nine months ended September 30, 2011 totaled $14 million, with a weighted-average annual interest rate of 2.22 percent, representing LIBOR plus 2.00 percent

³ Obligations under this facility are secured by FMBs of Consumers.

⁴ Secured revolving letter of credit facility.

Short-term Borrowings: Under Consumers’ revolving accounts receivable sales program, Consumers may transfer up to $250 million of accounts receivable, subject to certain eligibility requirements. These transactions are accounted for as short-term secured borrowings. At September 30, 2011, $250 million of accounts receivable were eligible for transfer, and no accounts receivable had been transferred under the program. During the nine months ended September 30, 2011, Consumers had no borrowings under this program.

Contingently Convertible Securities: Presented in the following table are the significant terms of CMS Energy’s contingently convertible securities at September 30, 2011:



			Outstanding		Adjusted Conversion		Adjusted
Security	Maturity		(In Millions)		Price		Trigger Price

2.875% senior notes		2024	$	288	$	12.67	$	15.20
5.50% senior notes		2029		172		14.26		18.54

During 20 of the last 30 trading days ended September 30, 2011, the adjusted trigger-price contingencies were met for both series of the contingently convertible senior notes, and as a result, the senior notes are convertible at the option of the security holders for the three months ending December 31, 2011.

Presented in the following table are details about conversions of contingently convertible securities during the nine months ended September 30, 2011:

3.375%contingently

Conversion Value

Cash Paid on

convertible senior

Principal Converted

per $1,000 of

Common Stock Issued

Settlement

notes due 2023

Conversion Date

(In Millions)

principal

on Settlement

(In Millions)

Voluntary conversion

January 2011

1,994.21

197,472

Dividend Restrictions: Under provisions of CMS Energy’s senior notes indenture, at September 30, 2011, payment of common stock dividends by CMS Energy was limited to $1.2 billion.

Under the provisions of its articles of incorporation, at September 30, 2011, Consumers had $510 million of unrestricted retained earnings available to pay common stock dividends to CMS Energy. Provisions of the Federal Power Act and the Natural Gas Act appear to restrict dividends payable by Consumers to the amount of Consumers’ retained earnings. Several decisions from FERC suggest that under a variety of circumstances common stock dividends from Consumers would not be limited to amounts in Consumers’ retained earnings. Any decision by Consumers to pay common stock dividends in excess of retained earnings would be based on specific facts and circumstances and would result only after a formal regulatory filing process.

For the nine months ended September 30, 2011, CMS Energy received $292 million of common stock dividends from Consumers.

Issuance of Common Stock: On June 15, 2011, CMS Energy entered into a continuous equity offering program under which CMS Energy may sell, from time to time in “at the market” offerings, common stock having an aggregate sales price of up to $50 million. In June 2011, under this program, CMS Energy issued 762,925 shares of common stock at an average price of $19.66 per share, resulting in net proceeds of $15 million.

6: EARNINGS PER SHARE — CMS ENERGY

Presented in the following table are CMS Energy’s basic and diluted EPS computations based on income from continuing operations:


	In Millions, Except Per Share Amounts
	Three Months Ended				Nine Months Ended
September 30	2011		2010		2011		2010
Income Available to Common Stockholders
Income from continuing operations	$	140	$	146	$	374	$	335
Less income attributable to noncontrolling interests		1		1		2		3
Less charge for deferred issuance costs on preferred stock		—		8		—		8
Less preferred stock dividends		—		3		—		8

Income from Continuing Operations Available to Common Stockholders — Basic and Diluted	$	139	$	134	$	372	$	316

Average Common Shares Outstanding
Weighted average shares — basic		251.3		229.0		250.5		228.4
Add dilutive contingently convertible securities		11.3		24.9		11.4		21.3
Add dilutive non-vested stock awards and options		0.6		0.2		0.4		0.1
Add dilutive convertible debentures		0.7		0.6		—		—

Weighted average shares — diluted		263.9		254.7		262.3		249.8

Income from Continuing Operations per Average Common Share Available to Common Stockholders
Basic	$	0.55	$	0.58	$	1.48	$	1.38
Diluted		0.53		0.53		1.42		1.26

Contingently Convertible Securities

When CMS Energy has earnings from continuing operations, its contingently convertible securities dilute EPS to the extent that the conversion value of a security, which is based on the average market price of CMS Energy common stock, exceeds the principal value of that security.

Stock Options and Warrants

For the three months and nine months ended September 30, 2011, outstanding options to purchase 0.1 million shares of CMS Energy common stock had no impact on diluted EPS, since the exercise price was greater than the average market price of CMS Energy common stock. These stock options have the potential to dilute EPS in the future.

Non-vested Stock Awards

CMS Energy’s non-vested stock awards are composed of participating and non-participating securities. The participating securities accrue cash dividends when common stockholders receive dividends. Since the recipient is not required to return the dividends to CMS Energy if the recipient forfeits the award, the non-vested stock awards are considered participating securities. As such, the participating non-vested stock awards were included in the computation of basic EPS. The non-participating securities accrue stock dividends that vest concurrently with the stock award. If the recipient forfeits the award, the stock dividends accrued on the non-participating securities are also forfeited. Accordingly, the non-participating awards and stock dividends were included in the computation of diluted EPS, but not basic EPS.

Convertible Debentures

For the nine months ended September 30, 2011 and the nine months ended September 30, 2010, CMS Energy’s 7.75 percent convertible subordinated debentures would have increased diluted earnings

per share had they been included in the calculation. Using the if-converted method, the debentures would have had the following impacts on the calculation of diluted EPS:


In Millions
	Nine Months Ended
September 30	2011		2010

Increase to numerator from assumed reduction in interest expense	$	1	$	1
Increase to denominator from assumed conversion of debentures into common shares		0.7		0.7

CMS Energy can revoke the conversion rights if certain conditions are met.

7: FINANCIAL INSTRUMENTS

The carrying amounts of CMS Energy’s and Consumers’ cash, cash equivalents, current accounts and notes receivable, short-term investments, and current liabilities approximate their fair values because of their short-term nature. Presented in the following table are the cost or carrying amounts and fair values of CMS Energy’s and Consumers’ long-term financial instruments:


In Millions
	September 30, 2011				December 31, 2010
	Cost or				Cost or
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value

CMS Energy, including Consumers
Securities held to maturity	$	7	$	8	$	5	$	6
Securities available for sale		113		113		90		90
Notes receivable¹		439		459		386		407
Long-term debt²		7,153		8,093		7,174		7,861

Consumers
Securities available for sale	$	81	$	105	$	64	$	90
Long-term debt³		4,335		4,901		4,525		4,891

¹ Includes current portion of notes receivable of $16 million at September 30, 2011 and $11 million at December 31, 2010.

² Includes current portion of long-term debt of $1,116 million at September 30, 2011 and $726 million at December 31, 2010.

³ Includes current portion of long-term debt of $338 million at September 30, 2011 and $37 million at December 31, 2010.

Notes receivable consist of EnerBank’s fixed-rate installment loans. EnerBank estimates the fair value of these loans using a discounted cash flows technique that incorporates market interest rates as well as assumptions about the remaining life of the loans and credit risk. Fair values for impaired loans are estimated using discounted cash flows or underlying collateral values.

CMS Energy and Consumers estimate the fair value of their long-term debt using quoted prices from market trades of the debt, if available. In the absence of quoted prices, CMS Energy and Consumers calculate market yields and prices for the debt using a matrix method that incorporates market data for similarly rated debt. Depending on the information available, other valuation techniques may be used that rely on internal assumptions and models. CMS Energy includes the value of the conversion features in estimating the fair value of its convertible debt, and incorporates, as appropriate, information on the market prices of CMS Energy common stock.

The effects of third-party credit enhancements are excluded from the fair value measurements of long-term debt. At September 30, 2011 and December 31, 2010, CMS Energy’s long-term debt included $103 million principal amount that was supported by third-party credit enhancements. This entire principal amount was at Consumers.

Presented in the following table are CMS Energy’s and Consumers’ investment securities:


In Millions
	September 30, 2011								December 31, 2010
			Unrealized		Unrealized						Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value		Cost		Gains		Losses		Fair Value

CMS Energy, including consumers
Available for sale
SERP
Mutual fund	$	88	$	—	$	1	$	87	$	62	$	—	$	—	$	62
State and municipal bonds		25		1		—		26		28		—		—		28
Held to maturity
Debt securities		7		1		—		8		5		1		—		6

Consumers
Available for sale
SERP
Mutual fund	$	57	$	—	$	—	$	57	$	39	$	—	$	—	$	39
State and municipal bonds		17		—		—		17		17		—		—		17
CMS Energy common stock		7		24		—		31		8		26		—		34

The mutual fund classified as available for sale is a short-term, fixed-income fund. During the nine months ended September 30, 2011, CMS Energy contributed $27 million to the SERP, which included a contribution of $20 million by Consumers. The contributions were used to acquire additional shares in the mutual fund. State and municipal bonds classified as available for sale consist of investment grade state and municipal bonds. Debt securities classified as held to maturity consist primarily of mortgage-backed securities held by EnerBank, as well as state and municipal bonds held by EnerBank.

Presented in the following table is a summary of the sales activity for CMS Energy’s and Consumers’ investment securities:


In Millions
	Three months ended			Nine months ended
September 30	2011		2010	2011		2010

CMS Energy, including Consumers
Proceeds from sales of investment securities¹	$	1	$ —	$	2	$	1

Consumers
Proceeds from sales of investment securities¹	$	1	$ —	$	1	$	—

¹ All of the proceeds related to sales of investments that were held within the SERP and classified as available for sale. Realized losses on these sales were less than $1 million for both CMS Energy and Consumers during each period.

Presented in the following table are the fair values of the SERP state and municipal bonds by contractual maturity at September 30, 2011:


In Millions
	CMS Energy,
	including Consumers		Consumers

Due one year or less	$	2	$	1
Due after one year through five years		9		6
Due after five years through ten years		12		8
Due after ten years		3		2

Total	$	26	$	17

8: DERIVATIVE INSTRUMENTS

In order to limit exposure to certain market risks, primarily changes in commodity prices, interest rates, and foreign exchange rates, CMS Energy and Consumers may enter into various risk management contracts, such as forward contracts, futures, options, and swaps. Neither CMS Energy nor Consumers enters into any derivatives for trading purposes.

The contracts used to manage market risks may qualify as derivative instruments. If a contract is a derivative and does not qualify for the normal purchases and sales exception, the contract is recorded on the balance sheet at its fair value. Each reporting period, the resulting asset or liability is adjusted to reflect any change in the fair value of the contract. Since none of CMS Energy’s or Consumers’ derivatives has been designated as an accounting hedge, all changes in fair value are reported in earnings. For a discussion of how CMS Energy and Consumers determine the fair value of their derivatives, see Note 2, Fair Value Measurements.

Commodity Price Risk: In order to support ongoing operations, CMS Energy and Consumers enter into contracts for the future purchase and sale of various commodities, such as electricity, natural gas, and coal. These forward contracts are generally long-term in nature and result in physical delivery of the commodity at a contracted price. Most of these contracts are not subject to derivative accounting because:

	•		they do not have a notional amount (that is, a number of units specified in a derivative instrument, such as MWh of electricity or bcf of natural gas);

	•		they qualify for the normal purchases and sales exception; or

	•		there is not an active market for the commodity.

Consumers’ coal purchase contracts are not derivatives because there is not an active market for the coal they purchase. If an active market for coal develops in the future, some of these contracts may qualify as derivatives. Since Consumers is subject to regulatory accounting, the resulting fair value gains and losses would be deferred as regulatory assets or liabilities and would not affect net income.

Consumers also uses FTRs to manage price risk related to electricity transmission congestion. An FTR is a financial instrument that entitles its holder to receive compensation or requires its holder to remit payment for congestion-related transmission charges. FTRs are accounted for as derivatives. Under regulatory accounting, all changes in fair value associated with these instruments are deferred as regulatory assets or liabilities until the instruments are settled.

CMS ERM has not designated its contracts to purchase and sell electricity and natural gas as normal purchases and sales and, therefore, CMS Energy accounts for those contracts as derivatives. To manage commodity price risks associated with these forward purchase and sale contracts, CMS ERM uses various financial instruments, such as futures, options, and swaps. At September 30, 2011, CMS ERM held the following derivative contracts:

	•		a forward contract for the physical sale of 574 GWh of electricity through 2015 on behalf of one of CMS Energy’s non-utility generating plants;

	•		forward contracts to purchase 4.4 bcf and sell 7.5 bcf of natural gas through 2012 in CMS ERM’s role as a marketer of natural gas for third-party producers; and

	•		an option to sell 151 GWh of electricity through 2011.

Presented in the following table are the fair values of CMS Energy’s and Consumers’ derivative instruments:


In Millions
	Derivative Assets					Derivative Liabilities
	Balance	Fair Value at				Balance	Fair Value at
	Sheet	September 30,		December 31,		Sheet	September 30,		December 31,
	Location	2011		2010		Location	2011		2010

CMS Energy, including Consumers
Derivatives not designated as hedging instruments
Commodity contracts¹	Other assets	$	2	$	1	Other liabilities²	$	3	$	4

Consumers
Derivatives not designated as hedging instruments
Commodity contracts	Other assets	$	2	$	1	Other liabilities	$	—	$	—

¹ Assets and liabilities are presented gross and exclude the impact of offsetting derivative assets and liabilities under master netting agreements, which was less than $1 million at September 30, 2011 and December 31, 2010.

² Liabilities exclude the impact of offsetting cash margin deposits paid by CMS ERM to other parties, which was less than $1 million at September 30, 2011 and December 31, 2010. CMS Energy presents these liabilities net of these impacts on its consolidated balance sheets.

Presented in the following table is the effect on CMS Energy’s consolidated statements of income of its derivatives not designated as hedging instruments:


In Millions
	Amount of Gain (Loss) on Derivatives Recognized in Income
	Three Months Ended September 30					Nine Months Ended September 30
Location of Gain (Loss) on Derivatives Recognized in Income	2011			2010		2011			2010

CMS Energy
Commodity contracts
Operating revenue	$	(1	)	$	2	$	(1	)	$	5
Fuel for electric generation		—			1		—			3
Purchased and interchange power		—			1		—			2

Total CMS Energy	$	(1	)	$	4	$	(1	)	$	10

Consumers’ losses on FTRs deferred as regulatory assets were $1 million for the three months ended September 30, 2011 and its gains on FTRs deferred as regulatory liabilities were $3 million for the three months ended September 30, 2010. Consumers’ gains on FTRs deferred as regulatory liabilities were

$2 million for the nine months ended September 30, 2011 and $4 million for the nine months ended September 30, 2010.

CMS Energy’s derivative liabilities subject to credit-risk-related contingent features were less than $1 million at September 30, 2011 and were $1 million at December 31, 2010.

Credit Risk: CMS Energy’s swaps, options, and forward contracts contain credit risk, which is the risk that a counterparty will fail to meet its contractual obligations.

CMS ERM enters into contracts primarily with companies in the electric and gas industry. This industry concentration may have a positive or negative impact on CMS Energy’s exposure to credit risk based on how similar changes in economic conditions, the weather, or other conditions affect these counterparties. CMS ERM reduces its credit risk exposure by using industry-standard agreements that allow for netting positive and negative exposures associated with the same counterparty. Typically, these agreements also allow each party to demand adequate assurance of future performance from the other party, when there is reason to do so.

At September 30, 2011, if counterparties within this industry concentration all failed to meet their contractual obligations, the loss to CMS Energy on contracts accounted for as derivatives would be less than $1 million. CMS Energy does not expect a material adverse effect on its consolidated balance sheets and consolidated statements of income as a result of counterparty nonperformance, given CMS Energy’s credit policies, current exposures, and credit reserves.

9: NOTES RECEIVABLE

EnerBank provides unsecured consumer installment loans for financing home improvements. These loans totaled $439 million, net of an allowance for loan losses of $5 million, at September 30, 2011, and $386 million, net of an allowance for loan losses of $5 million, at December 31, 2010. At September 30, 2011, $16 million of EnerBank’s loans were classified as current notes receivable and $423 million were classified as non-current notes receivable on CMS Energy’s consolidated balance sheets. At December 31, 2010, $11 million of EnerBank’s loans were classified as current notes receivable and $375 million were classified as non-current notes receivable on CMS Energy’s consolidated balance sheets.

The allowance for loan losses is a valuation allowance to reflect estimated credit losses. The allowance is increased by the provision for loan losses and decreased by loan charge-offs net of recoveries. Management estimates the allowance balance required by taking into consideration historical loan loss experience, the nature and volume of the portfolio, economic conditions, and other factors. Loan losses are charged against the allowance when the loss is confirmed, but no later than the point at which a loan becomes 120 days past due.

Presented in the following table are the changes in the allowance for loan losses:


In Millions
	Three months ended			Nine months ended
September 30	2011			2011

Allowance for loan losses, at beginning of period	$	5		$	5
Charge-offs		(1	)		(4	)
Recoveries		—			1
Provision for loan losses		1			3

Allowance for loan losses, at end of period	$	5		$	5

10: RETIREMENT BENEFITS

CMS Energy and Consumers provide pension, OPEB, and other retirement benefits to employees.

Presented in the following tables are the costs and other changes in plan assets and benefit obligations incurred in CMS Energy’s and Consumers’ retirement benefits plans:


In Millions
	Pension
	Three Months Ended						Nine Months Ended
September 30	2011			2010			2011			2010

CMS Energy, including Consumers
Net periodic pension cost
Service cost	$	12		$	11		$	36		$	33
Interest expense		25			25			75			74
Expected return on plan assets		(28	)		(24	)		(84	)		(70	)
Amortization of:
Net loss		16			13			47			39
Prior service cost		1			1			4			4

Net periodic pension cost	$	26		$	26		$	78		$	80
Regulatory adjustment¹		—			7			—			30

Net periodic pension cost after regulatory adjustment	$	26		$	33		$	78		$	110

Consumers
Net periodic pension cost
Service cost	$	12		$	11		$	35		$	32
Interest expense		24			23			73			71
Expected return on plan assets		(27	)		(22	)		(82	)		(67	)
Amortization of:
Net loss		15			13			46			38
Prior service cost		1			1			4			4

Net periodic pension cost	$	25		$	26		$	76		$	78
Regulatory adjustment¹		—			7			—			30

Net periodic pension cost after regulatory adjustment	$	25		$	33		$	76		$	108

¹ Regulatory adjustments are the differences between amounts included in rates and the periodic benefit cost calculated. These regulatory adjustments were offset by surcharge revenues, resulting in no impact to net income for the periods presented.

CMS Energy’s and Consumers’ expected long-term rate of return on Pension Plan assets is eight percent. For the twelve months ended September 30, 2011, the actual return on Pension Plan assets was 2.0 percent, and for the twelve months ended September 30, 2010, the actual return was 11.6 percent. The expected rate of return is an assumption about long-term asset performance that CMS Energy and Consumers review annually for reasonableness and appropriateness.


In Millions
	OPEB
	Three Months Ended						Nine Months Ended
September 30	2011			2010			2011			2010

CMS Energy, including Consumers
Net periodic OPEB cost
Service cost	$	7		$	7		$	20		$	20
Interest expense		20			20			58			61
Expected return on plan assets		(17	)		(16	)		(50	)		(45	)
Amortization of:
Net loss		7			8			23			24
Prior service cost		(5	)		(5	)		(15	)		(12	)

Net periodic OBEB cost	$	12		$	14		$	36		$	48
Regulatory adjustment¹		—			(1	)		—			5

Net periodic OPEB cost after regulatory adjustment	$	12		$	13		$	36		$	53

Consumers
Net periodic OPEB cost
Service cost	$	7		$	6		$	20		$	19
Interest expense		19			19			56			59
Expected return on plan assets		(15	)		(14	)		(46	)		(42	)
Amortization of:
Net loss		7			8			23			24
Prior service cost		(5	)		(5	)		(15	)		(11	)

Net periodic OPEB cost	$	13		$	14		$	38		$	49
Regulatory adjustment¹		—			(1	)		—			5

Net periodic OPEB cost after regulatory adjustment	$	13		$	13		$	38		$	54

11: INCOME TAXES

Presented in the following table is a reconciliation of the statutory U.S. federal income tax rate to the effective income tax rate from continuing operations, excluding noncontrolling interests:


Nine Months Ended September 30	2011			2010

CMS Energy, Including Consumers
U.S. federal income tax rate		35.0	%		35.0	%
Increase (decrease) in income taxes from:
MCIT law change, net of federal expense		(5.9	)		—
State and local income taxes, net of federal benefit		3.4			4.0
Medicare Part D exempt income, net of law change		(0.9	)		(0.9	)
Income tax credit amortization		(0.6	)		(0.6	)
Other, net		0.1			0.9

Effective income tax rate		31.1	%		38.4	%

Consumers
U.S. federal income tax rate		35.0	%		35.0	%
Increase (decrease) in income taxes from:
State and local income taxes, net of federal benefit		3.1			3.5
Medicare Part D exempt income, net of law change		(0.8	)		(1.3	)
Plant basis differences		0.2			0.3
Income tax credit amortization		(0.5	)		(0.5	)
Other, net		(0.3	)		(0.2	)

Effective income tax rate		36.7	%		36.8	%

CMS Energy’s effective tax rate for the nine months ended September 30, 2011, was reduced due to a one-time non-cash reduction in tax expense resulting from a change in Michigan tax law. In May 2011, Michigan enacted the MCIT, effective January 1, 2012. The MCIT, a simplified six percent corporate income tax, will replace the MBT, which is a complex multi-part business tax. Both the MBT and the MCIT are income taxes for financial reporting purposes, for which deferred income tax assets and liabilities are recorded. CMS Energy and Consumers remeasured their Michigan deferred income tax assets and liabilities at June 30, 2011 to reflect this change in law. Unlike the MBT, the MCIT does not allow future tax deductions to offset the book-tax differences that existed upon enactment of the tax. Due primarily to the elimination of these future tax deductions, Consumers eliminated $134 million of net deferred tax assets associated with its utility book-tax temporary differences, recognizing a $134 million regulatory asset (not including the effects of income tax gross-ups), and in addition to the amounts related to Consumers, CMS Energy eliminated $32 million of net deferred tax liabilities associated with its non-utility book-tax temporary differences, recognizing a $32 million deferred income tax benefit.

For the nine months ended September 30, 2010, CMS Energy recognized deferred tax expense of $3 million to reflect the enactment of the Health Care Acts. The law change prospectively repealed the tax deduction for the portion of the health care costs reimbursed by the Medicare Part D subsidy for taxable years beginning after December 31, 2012.

12: REPORTABLE SEGMENTS

Reportable segments consist of business units defined by the products and services they offer. CMS Energy and Consumers evaluate the performance of each segment based on its contribution to net income available to CMS Energy’s common stockholders. The reportable segments for CMS Energy and Consumers are:

CMS Energy:

	•		electric utility, consisting of regulated activities associated with the generation and distribution of electricity in Michigan;

	•		gas utility, consisting of regulated activities associated with the transportation, storage, and distribution of natural gas in Michigan;

	•		enterprises, consisting of various subsidiaries engaging primarily in domestic independent power production; and

	•		other, including EnerBank, corporate interest and other expenses, and discontinued operations.

Consumers:

	•		electric utility, consisting of regulated activities associated with the generation and distribution of electricity in Michigan;

	•		gas utility, consisting of regulated activities associated with the transportation, storage, and distribution of natural gas in Michigan; and

	•		other, including a consolidated special-purpose entity for the sale of accounts receivable.

Presented in the following tables is financial information by reportable segment:


In Millions
	Three Months Ended						Nine Months Ended
September 30	2011			2010			2011			2010

Operating Revenue
CMS Energy, including Consumers
Electric utility	$	1,180		$	1,154		$	3,026		$	2,967
Gas utility		217			216			1,662			1,569
Enterprises		56			63			161			186
Other		11			10			34			28

Total Operating Revenue — CMS Energy	$	1,464		$	1,443		$	4,883		$	4,750

Consumers
Electric utility	$	1,180		$	1,154		$	3,026		$	2,967
Gas utility		217			216			1,662			1,569

Total Operating Revenue — Consumers	$	1,397		$	1,370		$	4,688		$	4,536

Net Income Available to Common Stockholders
CMS Energy, including Consumers
Electric utility	$	159		$	156		$	309		$	283
Gas utility		(5	)		2			88			69
Enterprises		4			9			36			51
Discontinued operations		—			—			2			(17	)
Other		(19	)		(33	)		(61	)		(87	)

Total Net Income Available to Common Stockholders — CMS Energy	$	139		$	134		$	374		$	299

Consumers
Electric utility	$	159		$	156		$	309		$	283
Gas utility		(5	)		2			88			69
Other		—			1			1			1

Total Net Income Available to Common Stockholder — Consumers	$	154		$	159		$	398		$	353


In Millions
	September 30, 2011		December 31, 2010

Plant, Property, and Equipment, Gross
CMS Energy, including Consumers
Electric utility¹	$	10,311	$	9,944
Gas utility¹		4,149		4,063
Enterprises		109		102
Other		38		36

Total Plant, Property, and Equipment, Gross — CMS Energy	$	14,607	$	14,145

Consumers
Electric utility¹	$	10,311	$	9,944
Gas utility¹		4,149		4,063
Other		15		15

Total Plant, Property, and Equipment, Gross — Consumers	$	14,475	$	14,022

Assets
CMS Energy, including Consumers
Electric utility¹	$	9,607	$	9,321
Gas utility¹		4,852		4,614
Enterprises		170		191
Other		1,329		1,490

Total Assets — CMS Energy	$	15,958	$	15,616

Consumers
Electric utility¹	$	9,607	$	9,321
Gas utility¹		4,852		4,614
Other		599		904

Total Assets — Consumers	$	15,058	$	14,839

¹ Amounts include a portion of Consumers’ other common assets attributable to both the electric and the gas utility businesses.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

CMS ENERGY

There have been no material changes to market risk as previously disclosed in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, in the 2010 Form 10-K.

CONSUMERS

There have been no material changes to market risk as previously disclosed in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, in the 2010 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

CMS ENERGY

Disclosure Controls and Procedures: CMS Energy’s management, with the participation of its CEO and CFO, has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, CMS Energy’s CEO and CFO have concluded that, as of the end of such period, its disclosure controls and procedures are effective.

Internal Control Over Financial Reporting: There have not been any changes in CMS Energy’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

CONSUMERS

Disclosure Controls and Procedures: Consumers’ management, with the participation of its CEO and CFO, has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, Consumers’ CEO and CFO have concluded that, as of the end of such period, its disclosure controls and procedures are effective.

Internal Control Over Financial Reporting: There have not been any changes in Consumers’ internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

CMS Energy and Consumers are parties to various lawsuits and regulatory matters in the ordinary course of business. For information regarding material legal proceedings, including updates to information reported under Item 3 of Part I of the 2010 Form 10-K, see Part I, Item 1, Note 3, Contingencies and Commitments, and Note 4, Regulatory Matters.

ITEM 1A. RISK FACTORS

There have been no material changes to the Risk Factors as previously disclosed in Part I, Item 1A. Risk Factors, in the 2010 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Unregistered Sales of Equity Securities

None.

(c) Issuer Repurchases of Equity Securities

Presented in the following table are CMS Energy’s repurchases of equity securities for the three months ended September 30, 2011:



	Total Number of				Total Number of Shares Purchased as		Maximum Number of Shares that May
	Shares		Average Price Paid		Part of Publicly Announced Plans or		Yet Be Purchased Under Publicly
Period	Purchased¹		per Share		Programs		Announced Plans or Programs

July 1 — 31, 2011		—	$	—		—		—
August 1 — 31, 2011		223,836		18.27		—		—
September 1 — 30, 2011		2,536		19.56		—		—

Total		226,372	$	18.28		—		—

¹ Common shares were purchased to satisfy CMS Energy’s minimum statutory income tax withholding obligation for common shares that have vested under the performance incentive stock plan. Shares repurchased have a value based on the market price on the vesting date.

ITEM 6. EXHIBITS

The agreements included as exhibits to this Form 10-Q 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.


Exhibits		Description
4.1	—	One Hundred Sixteenth Supplemental Indenture dated as of September 1, 2011 between Consumers and The Bank of New York Mellon, Trustee

10.1	—	Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/ Executive Employees, distributed July 1, 2011

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

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

101.INS¹	—	XBRL Instance Document

101.SCH¹	—	XBRL Taxonomy Extension Schema

101.CAL¹	—	XBRL Taxonomy Extension Calculation Linkbase

101.DEF¹	—	XBRL Taxonomy Extension Definition Linkbase

101.LAB¹	—	XBRL Taxonomy Extension Labels Linkbase

101.PRE¹	—	XBRL Taxonomy Extension Presentation Linkbase

¹ In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 shall be deemed to be “furnished” and not “filed.” The financial information contained in the XBRL-related information is “unaudited” and “unreviewed.”

CMS ENERGY’S AND CONSUMERS’ EXHIBIT INDEX


Exhibits		Description
4.1	—	One Hundred Sixteenth Supplemental Indenture dated as of September 1, 2011 between Consumers and The Bank of New York Mellon, Trustee

10.1	—	Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/ Executive Employees, distributed July 1, 2011

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

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

101.INS¹	—	XBRL Instance Document

101.SCH¹	—	XBRL Taxonomy Extension Schema

101.CAL¹	—	XBRL Taxonomy Extension Calculation Linkbase

101.DEF¹	—	XBRL Taxonomy Extension Definition Linkbase

101.LAB¹	—	XBRL Taxonomy Extension Labels Linkbase

101.PRE¹	—	XBRL Taxonomy Extension Presentation Linkbase


	Page
Glossary		3
Filing Format		8
Forward-Looking Statements and Information		8

PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (unaudited)
CMS Energy		32
Consumers		40
Notes to the Consolidated Financial Statements		47
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3. Quantitative and Qualitative Disclosures about Market Risk		79
Item 4. Controls and Procedures		79

PART II — OTHER INFORMATION

Item 1. Legal Proceedings		80
Item 1A. Risk Factors		80
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		80
Item 3. Defaults Upon Senior Securities		81
Item 4. Removed and Reserved		81
Item 5. Other Information		81
Item 6. Exhibits		82
Signatures		83
EX-4.1
EX-10.1
EX-12.1
EX-12.2
EX-31.1
EX-31.2
EX-31.3
EX-31.4
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT


In Millions
Past Due	Past Due		Past Due		Total				Total
30-59 Days	60-89 Days		Over 90 Days		Delinquent		Current		Outstanding

$ 1	$	1	$	—	$	2	$	437	$	439


	CMS ENERGY CORPORATION (Registrant)
Dated: October 27, 2011	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and Chief Financial Officer

	CONSUMERS ENERGY COMPANY (Registrant)
Dated: October 27, 2011	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and Chief Financial Officer