Indicate by check mark whether the Registrants (1) have 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 Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the Registrants have submitted electronically and posted on their corporate Web sites, 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 Registrants were required to submit and post such files).

CMS Energy Corporation: Yeso Noo   Consumers Energy Company: Yeso Noo

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.

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

CMS Energy Corporation: Yeso Noþ   Consumers Energy Company: Yeso Noþ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock at October 29, 2009:April 21, 2010:

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

This MD&Acombined Form 10-Q is a combined report ofseparately filed by CMS Energy and Consumers. It has been preparedInformation in accordance with the instructions tothis 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’ securities and Item 303holders of Regulation S-K. such 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 MD&Areport 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 containedincluded in CMS Energy’s and Consumers’ 20082009 Form 10-K.

This Form 10-Q and other written and oral statements that CMS Energy and Consumers make 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’ businessbusinesses 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:control the following, all of which are potentially significant:

CMS Energy is an energy company operating primarily in Michigan andMichigan. It is the parent holding company of several subsidiaries, including Consumers, and Enterprises. Consumers is a combinationan electric and gas utility, company serving Michigan’s Lower Peninsula.and CMS Enterprises, primarily a domestic IPP. Consumers’ electric utility operations include the generation, purchase, distribution, and sale of electricity.electricity and Consumers’ gas utility operations include the purchase, transportation,transmission, storage, distribution, and sale of natural gas. Consumers’ customer base includesconsists of a mix of residential, commercial, and diversified industrial customers. CMS Enterprises, through its subsidiaries and equity investments, and subsidiaries, is primarily engaged in independentowns power production.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 powerdistribution and generation, gas distribution, transmission, storage, and storage,distribution, and other energy-related services. Their businesses are affected primarily by:

During the past several years, CMS Energy’s business strategy has emphasized improving its consolidated balance sheet and maintaining focus on its core strength, which is Consumers’ utility operations and service.

Consumers’ forecast calls for capital investments in excess of $6$7 billion from 20092010 through 2013,2014, 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 power purchase agreementsPPAs to complement existing generating sources; and potential retirement of older, less efficient generating units.

Consumers filed an air permit application with the MDEQ in October 2007 forAmong Consumers’ planned capital investments is its proposed new 830 MW coal-fueled plant. Consumers expects the MDEQ to act on the application by the end of 2009. Consumers prepared and filed with the MDEQ and the MPSC a needs-and-alternatives analysis that supported Consumers’ current balanced energy initiative and the construction of its proposed power plant. In September 2009, the MPSC staff issued a report to the MDEQMDNRE on Consumers’ needs-and-alternatives analysis for the proposed coal-fueled plant, concluding that the long-term capacity need was unjustified without the retirement of certain existing coal-fueled power plants from its fleet and that the proposed coal-fueled plant is only one alternative out of a range of alternatives that Consumers may use to fill the

projected capacity need. In December 2009, the MDNRE issued an air permit for the proposed coal-fueled plant, with the condition that Consumers retire 638 MW of its existing coal-fueled generation, and potentially an additional 320 MW, depending on customer needs. The MDNRE’s condition regarding plant retirements is consistent with Consumers’ balanced energy initiative.

Consumers’ planned capital investments also include renewable energy projects. Consumers expects to spend $570 million on renewable energy investments through 2014. The 2008 Energy Legislation requires that at least ten percent of Consumers’ electric sales volume come from renewable energy sources by 2015, and includes requirements for specific capacity additions. In compliance with this legislation, Consumers filed a renewable energy plan with the MPSC in February 2009 outlining its plans to build or contract for additional renewable energy capacity of 200 MW by December 31, 2013, and an additional 300 MW of renewable energy capacity by December 31, 2015. Consumers’ plan proposed that half of the new renewable capacity would be obtained through long-term

In executing this strategy, CMS Energy and Consumers execute this strategy, they will need to overcome a Michigan economy that has been impacted adversely by the continued downturn and uncertainty in Michigan’s automotive industry marked by the bankruptcies of GM and Chrysler.Chrysler, as well as by high unemployment rates. The financial market crisis, the effects of which became evident in a global economic downturn during the fourth quarter ofbeginning in 2008, continues to result in a negative economic outlook.outlook in the near term. A range of possible outcomes exists due to the uncertain financial market environment and ongoing government policy responses.progress of economic recovery in Consumers’ service territory. Consumers expects its annualthat the “pilot” decoupling mechanism and the uncollectible expense tracking mechanism adopted in the November 2009 weather-adjusted sales to decline by four percent forMPSC electric rate order will mitigate partially the impacts of these economic conditions on the electric utility and five percent for the gas utility and it projects slower growth in the longer term.utility. While CMS Energy and Consumers believe that their sources of liquidity will be sufficient to meet their requirements, they will continue to monitor developments in the financial and credit markets and government policy responses to those developments for potential implications for CMS Energy’s and Consumers’ businesses and their future financial needs.

For the three months ended September 30, 2009,March 31, 2010, net income available to common stockholders was $73$85 million, compared with $78$70 million for 2008.2009. Combined net income available to common stockholders for Consumers’ electric and gas utility segments increased as the favorable impact of the MPSC’s December 2008 gas rate order, a self-implemented rate increase, and a favorable sales mixorders more than offset lower electricdecreased gas deliveries increased operating expenses,related to mild weather and increased interest expense. The positive impacts from the utility segments on CMS Energy’s consolidatedunfavorable economic conditions. Further increasing net income offset partiallyavailable to common stockholders was an increase at the premiums paid on retirement of debt.enterprises segment related to lower fuel costs, increased earnings from equity method investees, and higher net mark-to-market gains.

Specific after-tax changes to net income available to common stockholders for the three months ended September 30,March 31, 2010 versus 2009 versus 2008 are:

Electric deliveries and rate increase:For the three months ended September 30, 2009,March 31, 2010, electric delivery revenues increased $17$26 million compared with 2008.2009. The increase resulted from $49was due to $32 million of additional revenuerevenues resulting from the MayNovember 2009 self-implemented rate order. Also contributing to the increase andwere other rate-related items and a $13of $16 million, increasewhich included the impacts of the decoupling mechanism that became effective in revenues from a favorable sales mix. These increases were offset partially by $40 million in lower deliveries. Deliveries to end-use customers were 9 billion kWh, a decrease of 0.7 billion kWh or 7.2 percent compared with 2008, primarily reflecting unfavorable economic conditions in Michigan.December 2009. Additionally, surcharge revenues and related reserves decreased $5 million due to the expiration of the electric restructuring implementation plan surcharge of $5 million and a reduction in PA 141 surcharge revenue ofincreased $4 million offset partially by a $4 million increase resulting fromin 2010, due primarily to the implementation of anthe energy optimization program in June 2009.

For the nine months ended September 30, 2009, electric delivery revenues increased $54 million compared with 2008. The increase resulted from a combined $121 million of additional revenue from the June 2008 MPSC rate order and the May 2009 self-implemented rate increase and other rate-related items, net of a $20 million decrease from a new rate design structure that provides lower winter and higher summer rates to encourage conservation. These variances, together with a $44 million increase in revenues from a favorable sales mix,increases were offset partially by $90an $8 million decrease in revenues from an unfavorable sales mix, including the impact of customers switching from demand rates to energy rates, and $18 million in lower deliveries. Deliveriesdeliveries due to decreased sales to Consumers’ high margin customers. Overall, deliveries to end-use customers were 279.1 billion kWh, a decreasean increase of 1.80.07 billion kWh or 6.30.8 percent compared with 2008, primarily reflecting unfavorable economic conditions in Michigan. Additionally, surcharge revenues and related reserves decreased $21 million, reflecting the absence of $12 million of retirement benefits expense recovered in revenue in 2008. Also contributing to the decrease were the expiration of the electric restructuring implementation plan surcharge of $9 million and a reduction in PA 141 surcharge revenue of $5 million, offset partially by a $5 million increase resulting from the implementation of an energy optimization program in June 2009.

Power supply costs and related revenue:For the three months ended September 30, 2009,March 31, 2010, PSCR and related revenue increased $1decreased $10 million compared with 2008, due primarily to2009, reflecting an increaseorder received from the MPSC that disallowed recovery of power supply costs in wholesale fuel recovery revenue.

Other income, net of deductions:expenses:For the three months ended September 30, 2009,March 31, 2010, other income increased $8decreased $3 million compared with 2008.2009. The increasedecrease was due primarily to the absence in 2009a reduction of a $6 million impairment charge that recognized an other-than-temporary decline in the fair value of Consumers’ SERP investments. Also contributing to the increase was $5 million related to gains from land sales. These increases were offset partially by a decrease in interest income and related items of $3 million, primarily reflecting lower levels of short-term cash investments.recorded on certain regulatory assets.

Interest charges:For the three months ended September 30, 2009,March 31, 2010, interest charges increased $5 million and for the nine months ended September 30, 2009, interest charges increased $15 million due primarily to the issuance of debt in 2009.

Income taxes:For the three months ended September 30, 2009,March 31, 2010, income taxes increased $5$6 million and for the nine months ended September 30, 2009, income taxes increased $2compared with 2009. The change reflects $4 million due to higher gas utility earnings in the third quarter2010 and a $2 million increase in MBT expense.

For the three months ended September 30, 2009, EnterprisesMarch 31, 2010, the enterprises segment reported no change in net income as the impact of depressed power demand and prices was offset by higher fuel reimbursement revenue.

Despite the present market volatility, CMS Energy and Consumers expect to continue to have access to the financial and capital markets. Recent and upcoming credit renewals and maturities are as follows:

For the ninethree months ended September 30, 2009,March 31, 2010, net cash provided by operating activities at CMS Energy increased $457$51 million compared with 2008. This2009. The increase was due to higher net income, net of non-cash transactions, at the absence in 2009 of a payment made by CMS ERM in 2008enterprises segment, and to terminate electricity sales agreements and the changes affecting Consumers’ cash provided by operating activities described in the following paragraph.

For the ninethree months ended September 30, 2009,March 31, 2010, net cash provided by operating activities at Consumers increased $179$19 million compared with 2008. This2009. The increase was due primarily to the impacthigher collections from customers in 2010, offset largely by lower sales of lower gas prices on inventory purchased in 2009, collection of increased billings due to recent regulatory actions, and other timing differences. These changes were offset partially by the 2009 pension contribution and the absence of 2008 accounts receivable sales.gas.

Investing Activities:For the nine months ended September 30, 2009, net cash used in investing activities was $679 million at CMS Energy and $639 million at Consumers. For the nine months ended September 30, 2008, net cash used in investing activities was $538 million at CMS Energy and $531 million at Consumers. Specific components of cash used in investing activities for the ninethree months ended September 30,March 31, 2010 and 2009 and 2008 are:were:

For the ninethree months ended September 30, 2009,March 31, 2010, net cash used in investing activities at CMS Energy increased $141$20 million compared with 2008.2009. For the ninethree months ended September 30, 2009,March 31, 2010, net cash used in investing activities at Consumers increased $108$3 million compared with 2008. These2009. Both increases were due primarily to an increase in Consumers’reflect higher capital expenditures.expenditures at Consumers.

The following table provides the most recent estimates of CMS Energy’s and Consumers’ pension cost, OPEB cost, and pension cash contributions:contributions for the next three years.

Balanced Energy InitiativeInitiative:: Consumers’ balanced energy initiative is a comprehensive energy resource plan designed to meet its projected short-term and long-term electric power requirements through:

Consumers’ balanced energy initiative includes plans to build an 830 MW coal-fueled plant at its Karn/Weadock generating complex near Bay City, Michigan. Consumers expects the plant to be in operation in 2017 and plans to use five-eighths of the plant’s output to serve its own customers, with the remaining output to be committed to others.

The 2008 Energy Legislation provided guidelines with respect tofor the MPSC’s review and approval of energy resource plans and proposed power plants through the issuance of a certificate of need.necessity. Consumers plans to file a new case with the MPSC in 2010 seeking a certificate of neednecessity that conforms to the legislation.

Renewable Energy Plan:TheConsumers’ renewable energy plan details how Consumers will meet REC and capacity standards prescribed by the 2008 Energy Legislation prescribed renewable energy standards for energy and capacity. The energy standardLegislation. This legislation requires thatConsumers to obtain RECs in an amount equal to at least ten percent of Consumers’its electric sales volume come(estimated to be 3.6 million RECs annually) from renewable sourcesenergy resources by 2015 with interim target requirements. Using the guidelines2015. A single REC represents proof that one MWh of the standard, four percent of Consumers’ electric sales volume now comeselectricity was generated from a renewable sources.energy resource. The capacity standardlegislation also requires Consumers to add newobtain 500 MW of capacity from renewable energy capacity of 200 MWresources by December 31, 2013, and an additional 300 MW2015, either through generation resources owned by December 31, 2015, from owned renewable energy sourcesConsumers or through agreements to purchase power.capacity from other parties.

be operational in late 2012. As part of the sites.development of this wind farm, Consumers issued a request for proposal to manufacturers of wind turbine generators in January 2010 and is analyzing bids received in response to that request. Consumers will continue to seek opportunities for wind generation development in support of the renewable energycapacity standards.

Consumers has also executed agreements with six small-scale renewable energy suppliers for the purchase of 9.4 MW of renewable capacity, andwhich will generate an estimated two percent of itsConsumers’ long-term renewable energyREC needs. The MPSC has approved these agreements, in October, which will enableenabling Consumers to recover the full costs of these contracts from its customers. Additionally, Consumers is in May 2009, Consumers requestedthe process of evaluating proposals due in December 2009,from several renewable energy suppliers for a portion of its capacity and energy from larger projects to meet its renewable capacity and energy needs through 2015.

Electric Customer Deliveries and Revenue:Consumers’ electric customer deliveries are largely dependent on Michigan’s economy, which has suffered from plant closures, restructurings,economic and bankruptciesfinancial instability in the automotive sector and from the depressed housing market. The Michigan economy also has been harmed by the present volatility in the financial and credit markets. Although Consumers’ electric utility results are not substantially dependent upon a single customer, or even a few customers, customers in the automotive sector and their direct suppliers represented four percent of Consumers’ total 2008 electric revenue and 2.5 percent of Consumers’ 2008 electric operating income. Consumers cannot predict the financial impact of the Michigan economy on its electric customer revenue.real estate sectors.

Electric Deliveries:Consumers expects weather-adjusted electric deliveries to decreaseincrease in 20092010 by fourtwo percent compared with 2008.2009. Consumers’ outlook for 20092010 includes continuing growth in deliveries to its largest customer, which produces semiconductor and solar energyenergy-related components. Consumers has a long-term contract with this customer to provide electricity at a discounted rate for economic development purposes. Excluding this customer’s growth, Consumers expects weather-adjusted electric deliveries in 20092010 to decrease six percent compared with 2008.remain unchanged from 2009. Consumers’ outlook reflects the impact of reduced deliveries associated with its investment in energy efficiency programs included in the 2008 Energy Legislation, as well as recent projections of MichiganMichigan’s economic conditions.

Beginning in 2010, Consumers expects economic conditions to stabilize by the end of 2010, resulting in modestly growing deliveriesannual electric delivery growth of electricityabout one percent on average through 2014. This modestreflects growth expectation takes into accountin electric deliveries offset by the predicted effects of energy efficiency programs.programs and appliance efficiency standards. Actual deliveries will depend on: